Exhibit 10.2.2
SECOND AMENDMENT TO
SENIOR SECURED CREDIT AGREEMENT
SECOND AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT (this "Amendment"),
dated as of April 6, 2001 (the "Amendment Date"), is among MERISTAR H & R
OPERATING COMPANY, L.P., a Delaware limited partnership, as the Borrower
("Borrower"); the Guarantors; SOCIETE GENERALE, SOUTHWEST AGENCY, as Arranger
and Administrative Agent (the "Administrative Agent"); and the Lenders a party
hereto.
RECITALS:
A. The Borrower; the Administrative Agent; CITIBANK/SALOMON SMITH
BARNEY, as Syndication Agent; LEHMAN BROTHERS, INC., as Documentation Agent; and
the Lenders are parties to that certain Senior Secured Credit Agreement, dated
as of February 29, 2000, as amended by First Amendment to Senior Secured Credit
Agreement, dated as of December 31, 2000 (the "Original Credit Agreement").
B. The parties hereto desire to amend the Original Credit Agreement and
the other Credit Documents (as defined in the Original Credit Agreement) as
hereinafter provided.
NOW, THEREFORE, for and in consideration of the covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. All terms used in this Amendment, but not defined herein, shall have
the meaning given such terms in the Original Credit Agreement.
2. This Amendment shall become effective as of the Amendment Date if on
or prior to the close of business on April 20, 2001 (the "Termination Date") the
following conditions precedent have been satisfied:
a. Documentation. The Administrative Agent shall have received
-------------
counterparts of this Amendment executed by the Borrower, the Guarantors
and the Required Lenders.
b. Representations and Warranties. The representations and warranties
------------------------------
contained in this Amendment, and in each Credit Document shall be true
and correct in all material respects both as of the Amendment Date and
the date the other conditions to this Amendment's effectiveness are
satisfied except for changes which individually or in the aggregate do
not constitute a Material Adverse Change.
c. No Default. No Default or Event of Default shall exist as of either
----------
the Amendment Date or the date the other conditions to this Amendment's
effectiveness are satisfied.
If this Amendment does not become effective prior to the Termination Date, this
Amendment shall be null and void; provided however that the Borrower shall still
be obligated to reimburse
Societe Generale, Southwest Agency for costs and expenses incurred in connection
with this Amendment.
3. The term "Credit Agreement" as used in the Credit Documents, shall
mean the Original Credit Agreement, as amended by this Amendment.
4. From and after the Amendment Date, definition of "Permitted Housing
Business Leasing Guidelines" is amended by adding the phrase "(except for the
London metropolitan market for which the aggregate number may be 250 Units)"
after the phrase "100 Units".
5. Each party hereto represents to the other parties hereto that such
party is authorized to execute this Amendment. In addition, the Borrower and the
Guarantors represent and warrant to the Lenders and the Administrative Agent
that (a) the representations and warranties contained in this Amendment, and in
each Credit Document are true and correct in all material respects as of the
Amendment Date except for changes which individually or in the aggregate do not
constitute a Material Adverse Change, (b) no Default or Event of Default exists
as of the Amendment Date, and (c) such Persons have no claims, offsets, or
counterclaims with respect to their respective obligations under the Credit
Documents as of the Amendment Date.
6. Except as expressly provided in this Amendment, the terms and
provisions of the Original Credit Agreement remain in full force and effect and
are unmodified.
7. This Amendment may be executed in multiple counterparts, each of
which shall be an original, but all of which shall constitute but one Amendment.
-2-
[SIGNATURE PAGE OF SECOND AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
Executed as of the date first set forth above.
BORROWER:
--------
MERISTAR H & R OPERATING COMPANY, L.P.
By: MeriStar Hotels & Resorts, Inc., its
general partner
By: /s/ John Emery
---------------------------------
Name: John Emery
-------------------------------
Title: President and COO
------------------------------
[SIGNATURE PAGE OF SECOND AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
SOCIETE GENERALE, SOUTHWEST AGENCY,
individually and as Arranger and
Administrative Agent
By: /s/ Thomas K. Day
--------------------------------------
Name: Thomas K. Day
------------------------------------
Title: Managing Director
-----------------------------------
[SIGNATURE PAGE OF SECOND AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
CITIBANK/SALOMON SMITH BARNEY,
individually and as Syndication Agent
By: /s/ Michael S. Chlopak
--------------------------------------
Name: Michael S. Chlopak
------------------------------------
Title: Vice President
-----------------------------------
[SIGNATURE PAGE OF SECOND AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
CITICORP REAL ESTATE, INC.
By: /s/ Michael S. Chlopak
--------------------------------------
Name: Michael S. Chlopak
------------------------------------
Title: Vice President
-----------------------------------
[SIGNATURE PAGE OF SECOND AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
LEHMAN BROTHERS, INC.,
individually and as Documentation Agent
By: /s/ Francis X. Gilhool
--------------------------------------
Name: Francis X. Gilhool
------------------------------------
Title: Authorized Signatory
-----------------------------------
[SIGNATURE PAGE OF SECOND AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Bruno DeFloor
--------------------------------------
Name: Bruno DeFloor
------------------------------------
Title: Vice President
-----------------------------------
[SIGNATURE PAGE OF SECOND AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
THE BANK OF NOVA SCOTIA, acting through
its New York Agency
By: /s/ Bruce Ferguson
--------------------------------------
Name: Bruce Ferguson
------------------------------------
Title: Managing Director
-----------------------------------
[SIGNATURE PAGE OF SECOND AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
JOINDER, CONSENT AND RATIFICATION
The Guarantors join in and consent to the terms and provisions of the
attached Amendment and agree that the Environmental Indemnification Agreement
and the Guaranty and Contribution Agreement (the "Guaranty") executed by the
Guarantors each dated February 29, 2000 remain in full force and effect, and
further that the Guaranteed Obligations (as defined in the Guaranty) include the
additional obligations of the Borrower under the attached Amendment.
This Joinder, Consent and Ratification is dated as of the date of the
Amendment.
GUARANTORS:
MERISTAR HOTELS & RESORTS, INC.
/s/ John Emery
By:______________________________________
John Emery
Name:____________________________________
President and COO
Title:___________________________________
MERISTAR MANAGEMENT COMPANY, L.L.C.,
MERISTAR AGH COMPANY, L.L.C.
CAPSTAR WINSTON COMPANY, L.L.C.
CAPSTAR BK COMPANY, L.L.C.
CAPSTAR KCII COMPANY, L.L.C.
CAPSTAR ST. LOUIS COMPANY, L.L.C.
MERISTAR LAUNDRY, LLC
MERISTAR PRESTON CENTER, L.L.C.
MERISTAR PINK SHELL, L.L.C.
By: MeriStar H & R Operating Company,
L.P. their managing member
By: MeriStar Hotels & Resorts,
Inc., its general partner
/s/ John Emery
By: ________________________
John Emery
Name: ________________________
President and COO
Title: ________________________
[SIGNATURE PAGE OF SECOND AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
AGH LEASING, L.P.
By: MeriStar AGH Company, L.L.C., its
general partner
By: MeriStar H & R Operating
Company, L.P. its sole member
By: MeriStar Hotels & Resorts,
Inc., its general partner
/s/ John Emery
By:____________________________
John Emery
Name:__________________________
President and COO
Title:_________________________
[SIGNATURE PAGE OF SECOND AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
TWIN TOWERS LEASING, L.P.
By: AGH LEASING, L.P., its general
partner
By: MeriStar AGH Company, L.L.C., its
general partner
By: MeriStar H & R Operating
Company, L.P., its sole member
By: MeriStar Hotels & Resorts,
Inc., its general partner
/s/ John Emery
By:____________________________
John Emery
Name: _________________________
President and COO
Title:_________________________
CAPSTAR WYANDOTTE COMPANY, L.L.C.
By: CapStar KCII Company, L.L.C., its
sole member
By: MeriStar H & R Operating
Company, L.P., its managing
member
By: MeriStar Hotels & Resorts,
Inc., its general partner
/s/ John Emery
By:____________________________
John Emery
Name:__________________________
President and COO
Title:_________________________
MERISTAR MANAGEMENT (CANMORE) LTD.
/s/ John Emery
By:______________________________________
John Emery
Name:____________________________________
President and COO
Title:___________________________________
[SIGNATURE PAGE OF SECOND AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
MERISTAR MANAGEMENT (VANCOUVER
METROTOWN) LTD.
/s/ John Emery
By:______________________________________
John Emery
Name:____________________________________
President and COO
Title:___________________________________
MERISTAR SOUTH SEAS PARTNERSHIP,
LIMITED PARTNERSHIP
By: MeriStar South Seas, Inc., its
general partner
/s/ John Emery
By:_________________________________
John Emery
Name:_______________________________
President and COO
Title:______________________________
MERISTAR SOUTH SEAS, INC.
/s/ John Emery
By:______________________________________
John Emery
Name:____________________________________
President and COO
Title:___________________________________
MERISTAR PALMAS CORP.
/s/ John Emery
By:______________________________________
John Emery
Name:____________________________________
President and COO
Title:___________________________________
MERISTAR PALMAS LP, CORP.
/s/ John Emery
By:______________________________________
John Emery
Name:____________________________________
President and COO
Title:___________________________________
[SIGNATURE PAGE OF SECOND AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]
MERISTAR PALMAS, L.P., S en C., (S.E.)
By: MeriStar Palmas Corp., its limited
partner
By: MeriStar Hotels & Resorts,
Inc., its sole shareholder
/s/ John Emery
By:____________________________
John Emery
Name:__________________________
President and COO
Title:_________________________