Exhibit 10.2.3
THIRD AMENDMENT TO
SENIOR SECURED CREDIT AGREEMENT
THIRD AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT (this "Amendment"),
dated as of January 28, 2002 (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, as further amended by Second Amendment
to Senior Secured Credit Agreement, dated as of April 6, 2001 (the "Original
Credit Agreement").
B. The Borrower; the Administrative Agent and the Lenders party thereto
executed an agreement titled Third Amendment to Senior Secured Credit Agreement
(the "Ineffective Amendment") dated August 1, 2001 that never became effective
and was terminated because the conditions precedent to the effectiveness of the
Ineffective Amendment were never satisfied.
C. MeriStar Hospitality Operating Partnership, L.P., the subsidiary of MHC
which is the holder of the MHC Indebtedness (the "Subordinated Creditor") and
the Borrower desire to amend the MHC Indebtedness to make the terms and
provisions of the MHC Indebtedness consistent with the terms and provisions of
the Original Credit Agreement, as amended by this Amendment (the "MHC
Indebtedness Amendment").
D. The Subordinated Creditor, the Administrative Agent and the Borrower
have entered into that certain Intercreditor Agreement (the "Original
Intercreditor Agreement") dated as of February 29, 2000, pursuant to which,
among other things, the MHC Indebtedness was subordinated to the Obligations.
E. In connection with the Ineffective Amendment, the Borrower and the
Administrative Agent on behalf of the Lenders executed an agreement titled First
Amendment to Intercreditor Agreement dated August 1, 2001 that never became
effective and was terminated because the conditions precedent to the
effectiveness of such agreement were never satisfied.
F. The Subordinated Creditor and its affiliates are the holders of
approximately $13,069,000 shown on the Borrower's September 30, 2001 financial
statements as "Due to MeriStar Hospitality Corporation" from the Borrower (the
"MHC Payable").
G. The MHC Payable is to be converted into Subordinate Indebtedness (the
"MHC Additional Indebtedness") of the Borrower.
H. The Subordinated Creditor and the Borrower desire to amend the Original
Intercreditor Agreement to (i) permit the MHC Indebtedness Amendment and (ii)
subordinate the MHC Additional Indebtedness to the Obligations.
I. The Borrower, the Administrative Agent and the Lenders party thereto
executed that certain Waiver to Senior Secured Credit Agreement (the "Waiver"),
dated as of September 30, 2001.
J. 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 January 31, 2002 (the "Termination Date") the
following conditions precedent have been satisfied:
a. Documentation. The Administrative Agent shall have received
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counterparts of this Amendment executed by the Borrower, the Guarantors and
the Super 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 material Default or Event of Default shall exist as
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of either the Amendment Date or the date the other conditions to this
Amendment's effectiveness are satisfied except for any such Default or
Event of Default as is expressly waived or eliminated by this Amendment.
d. Fees. The Administrative Agent shall have received for the benefit
----
of those Lenders that execute and deliver this Amendment to the
Administrative Agent's counsel by 5:00 p.m. CST on the Amendment Date a fee
equal to fifty (50) basis points of each such Lender's Commitment as of the
Amendment Date, as such Commitment is reduced pursuant to the provisions of
this Amendment.
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e. MHC Indebtedness Amendment. The MHC Indebtedness Amendment shall
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have been consummated pursuant to documentation in form and substance
reasonably acceptable to the Administrative Agent.
f. MHC Other Indebtedness. The MHC Payable shall have been converted
----------------------
to permitted Subordinate Indebtedness of the Borrower pursuant to
documentation in form and substance reasonably acceptable to the
Administrative Agent.
g. Original Intercreditor Agreement; MHC Letter. The Original
--------------------------------------------
Intercreditor Agreement shall have been amended to (i) permit the MHC
Indebtedness Amendment and (ii) subordinate the MHC Other Indebtedness to
the Obligations pursuant to documentation in form and substance acceptable
to the Administrative Agent in its sole discretion. MHC shall have
acknowledged to the Administrative Agent for the benefit of the Lenders
that the MHC Letter is in full force and effect pursuant to documentation
in form and substance reasonably acceptable to the Administrative Agent.
h. Permitted Property Agreements. The Permitted Property Agreements
-----------------------------
with MHC and MHC's Subsidiaries (excluding any Permitted Property
Agreements for Hospitality Property's for which MHC or MHC's Subsidiary has
pledged such Hospitality Property to secure convertible mortgage backed
securities) shall have been amended to provide that no default shall be
called and no termination right or other remedy shall be exercised against
the Borrower or one of the Borrower's Subsidiaries, as applicable, under
such agreement because of a shortfall in operating revenue or other
economic performance by a Hospitality Property during the calendar years
2001 and 2002 pursuant to documentation in form and substance reasonably
acceptable to the Administrative Agent.
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, the definition of "Applicable Margin"
is amended by (a) deleting the phrase "one and one-half percent (1.50%)" and
replacing such phrase with the phrase "two and one-half percent (2.50%)" and (b)
deleting the phrase "three and one-half percent (3.50%)" in both places in such
definition where such phrase is used and replacing such phrase with the phrase
"four and one-half percent (4.50%)".
5. From and after the Amendment Date, the definition of "EBITDA" is amended
by adding the phrase ", non-cash employee compensation up to $2,000,000 per
Fiscal Year in the aggregate commencing with the 2002 Fiscal Year" after the
word "amortization".
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6. From and after the Amendment Date, the definition of "Indebtedness" is
amended by adding at the end of such definition the phrase "; provided that (a)
the Indebtedness of the Parent and the Parent's Subsidiaries shall not include
any Permitted Non-Recourse Unconsolidated Entity Indebtedness related to the
Parent's or the Parent's Subsidiary's Investment with respect to the St. Louis
Radisson Hotel and (b) for purposes of the financial covenants MHC Other
Indebtedness shall only be deemed Indebtedness for financial covenant
calculations which utilize the Parent's EBITDA for the Rolling Period ended
March 31, 2002 and following Rolling Periods".
7. From and after the Amendment Date, the definition of "Minimum Net Worth"
is amended by adding before the period at the end of such definition the
phrase", minus (d) the Parent's write-off under GAAP of the Parent's or the
Parent's Subsidiary's Investment with respect to the St. Louis Radisson Hotel up
to a maximum write-off of $11,500,000".
8. From and after the Amendment Date, the definition of "Permitted New
Investments" is amended by adding the following sentence at the end of such
definition:
"Notwithstanding anything in this definition to the contrary, (a)
Permitted New Investments shall not include any Capital Expenditures
made pursuant to the provisions of Section 6.06(e) or Restricted
Payments and (b) any Permitted New Investments made after January 1,
2002 shall not exceed in the aggregate (i) without the written consent
of the Super Required Lenders, $1,000,000, and (ii) without the written
consent of all Lenders, $5,000,000."
9. From and after the Amendment Date, the definition of "Permitted Other
Indebtedness" is amended by deleting the text in clause (b) in such definition
and replacing such text with the phrase "MHC Other Indebtedness".
10. From and after the Amendment Date, the definition of "Repayment Event"
is amended by deleting all text after the phrase "Closing Date".
11. From and after the Amendment Date, the following definition shall be
added to the Credit Agreement in the correct alphabetical order:
"MHC Other Indebtedness" means Subordinate Indebtedness owed
----------------------
by the Parent and the Parent's Subsidiaries to MHC or MHC's
Subsidiaries which (i) refinances in its entirety the $13,069,000 shown
on the Borrower's September 30, 2001 financial statements as "Due to
MeriStar Hospitality Corporation" from the Borrower and any accrued
interest thereon, (ii) is a term facility, not a revolver, (iii) has a
maturity date on or after the date which is 91 days after the Maturity
Date, as the Maturity Date may be extended, and (iv) has a non-default
interest rate of 6.5% over LIBOR or less."
12. The Borrower and the Lenders acknowledge that the Borrower has timely
provided the written notice of the Borrower's election to extend the Maturity
Date contemplated
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by Section 2.05(b)(ii); provided that this acknowledgement shall in no way be
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deemed a waiver of or acknowledgement of satisfaction of any of the other
conditions precedent to extending the Maturity Date contained in Section
2.05(b).
13. From and after the Amendment Date, Section 2.05(c) is amended by
deleting the table is such section in its entirety and replacing such table with
the following table and sentence:
"______Date________ Aggregate Lenders' Commitments
------------------- ------------------------------
Amendment Date $82,500,000
February 28, 2002 $80,000,000
June 30, 2002 $77,500,000
September 30, 2002 $75,000,000
December 31, 2002 $72,500,000
In addition, on January 31, 2003 the Aggregate Lenders' Commitments will be
reduced to an amount equal to (i) $72,500,000 minus (ii) an amount equal to (A)
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the Parent's EBITDA for the Rolling Period ended December 31, 2002 with the time
portion of the Parent's EBITDA for such Rolling Period for which the Parent does
not have actual results being estimated in good faith by Borrower minus (B)
-----
$20,000,000, but in no event shall the amount calculated under this clause (ii)
be less than zero."
14. From and after the Amendment Date, Section 2.13(a) is amended by
deleting the phrase "$10,000,000" and replacing such phrase with the phrase
"$2,000,000".
15. From and after the Amendment Date, Section 4.05 of the Credit Agreement
is amended by adding the phrase "except as disclosed in the Parent's Form 10-Q
filed with the Securities and Exchange Commission in November 2001," after the
comma in the last sentence.
16. From and after the Amendment Date, Section 4.08(a) is amended by
deleting clauses (iii) and (iv) and adding the word "and" immediately prior to
clause (ii).
17. From and after the Amendment Date, Section 5.05 is amended by adding a
new paragraph (m) at the end of such section that reads as follows:
"(m) As soon as available, and in any event no later than the
last day of the following month after the end of every fiscal month,
the Borrower shall provide the Administrative Agent (for distribution
to the Lenders) liquidity, cash flow and summary operating information
for such fiscal month and detailed information related to the
Borrower's Permitted Housing Business and Permitted Property
Agreements, with all such information prepared by the Borrower in a
form reasonably satisfactory to the Administrative Agent."
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18. From and after the Amendment Date, Section 6.04 is amended by (a)
deleting the text in clause (d) in its entirety and replacing such text in such
clause with the phrase "[Intentionally Deleted]", (b) amending clause (a) by
deleting the phrase "(i)" and by deleting all text after the phrase "the
Parent," and replacing such text with the phrase "which distributions for
partners other than the Parent and the Parent's Subsidiaries in any Fiscal
Quarter do not in the aggregate exceed $24,000", and (c) deleting clause (f) of
such section in its entirety and replacing such clause with the following:
"(f) provided that (i) no Default has occurred and is
continuing or would result therefrom, (ii) upon payment of such
Restricted Payment and taking into consideration estimated future net
cash flows, the Borrower would still have sufficient cash or Liquid
Investments to make the next anticipated repayment of Advances required
by the provisions of Sections 2.05(c) and 2.07(c), and (iii) the
Interest Coverage Ratio shall not be less than the amount indicated
below based upon the applicable Rolling Period, then the Borrower shall
be entitled to pay interest (but not principal) on Subordinate
Indebtedness permitted pursuant to this Agreement once per Fiscal
Quarter at the end of a Fiscal Quarter:
Ending Date of Rolling Period Interest Coverage Ratio
----------------------------- -----------------------
March 31, 2002 1.45
June 30, 2002 1.55
September 30, 2002 1.85
December 31, 2002 2.00"
19. From and after the Amendment Date, Section 6.06(e) is amended by (a)
adding the phrase", including Capital Expenditures," after the phrase "other
assets" and (b) adding the phrase"; provided, however, that from and after
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January 1, 2002 the aggregate Investments made under this clause (e) shall not
in the aggregate exceed $2,000,000" after the word "Business".
20. From and after the Amendment Date, the text in each of Sections 7.03
7.04, and 7.05 of the Credit Agreement is deleted in its entirety and replaced
in each section with the phrase "[Intentionally Deleted]".
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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21. From and after the Amendment Date, Sections 7.01 7.02, 7.06 and 7.07 of
the Credit Agreement are deleted in their entirety and replaced with the
following in the applicable location in the Credit Agreement:
"Section 7.01 Interest Coverage Ratio. The Parent shall
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maintain at the end of each Rolling Period for the Rolling Periods
ending on the dates indicated in the following chart an Interest
Coverage Ratio of not less than the amount set forth next to such
dates:
Ending Date of Rolling Period Interest Coverage Ratio
----------------------------- -----------------------
December 31, 1999 through June 30, 2001 2.00 to 1.0
September 30, 2001 1.50 to 1.0
December 31, 2001 1.50 to 1.0
March 31, 2002 1.35 to 1.0
June 30, 2002 1.45 to 1.0
September 30, 2002 1.75 to 1.0
December 31, 2002 2.00 to 1.0"
"Section 7.02 Senior Interest Coverage Ratio. The Parent shall
------------------------------
maintain at the end of each Rolling Period for the Rolling Periods
ending on the dates indicated in the following chart a Senior Interest
Coverage Ratio of not less than the amount set forth next to such
dates:
Ending Date of Rolling Period Senior Interest Coverage Ratio
----------------------------- ------------------------------
December 31, 1999 through June 30, 2001 2.75 to 1.0
September 30, 2001 2.50 to 1.0
December 31, 2001 2.50 to 1.0
March 31, 2002 2.35 to 1.0
June 30, 2002 2.45 to 1.0
September 30, 2002 3.00 to 1.0
December 31, 2002 3.50 to 1.0"
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"Section 7.06 Leverage Ratio. The Parent shall not on any date
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permit the Leverage Ratio to exceed during the applicable period
indicated in the following chart the amount set forth in such chart for
such period:
Applicable Period Leverage Ratio
----------------- --------------
prior to October 1, 2001 4.00 to 1.0
from October 1, 2001 through March 31, 2002 6.75 to 1.0
from April 1, 2002 through June 30, 2002 8.25 to 1.0
from July 1, 2002 through September 30, 2002 7.75 to 1.0
from October 1, 2002 through December 31, 2002 6.50 to 1.0
On and after January 1, 2003 6.00 to 1.0"
"Section 7.07 Senior Leverage Ratio. The Parent shall not on
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any date permit the Senior Leverage Ratio to exceed during the
applicable period indicated in the following chart the amount set forth
in such chart for such period:
Applicable Period Senior Leverage Ratio
----------------- ---------------------
prior to January 1, 2001 3.50 to 1.0
from January 1, 2001 through September 30, 2001 3.00 to 1.0
from October 1, 2001 through March 31, 2002 4.75 to 1.0
from April 1, 2002 through June 30, 2002 5.00 to 1.0
from July 1, 2002 through September 30, 2002 4.75 to 1.0
from October 1, 2002 through December 31, 2002 4.00 to 1.0
On and after January 1, 2003 3.50 to 1.0"
22. From and after the Amendment Date, an additional paragraph is added to
the end of Article VII of the Credit Agreement which reads in its entirety as
follows:
"In any Fiscal Quarter until the Borrower delivers the Compliance
Certificate setting forth the EBITDA for the previous Rolling Period,
with respect to the Leverage Ratio and Senior Leverage Ratio tests, the
Parent shall remain subject to the applicable ratio limitation for the
preceding Fiscal Quarter with the applicable test based upon the EBITDA
for the previously reported Rolling Period."
23. 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
-8-
as of the Amendment Date except for any such Default or Event of Default as
is expressly waived or eliminated by this Amendment, 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.
24. 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.
25. This Amendment may be executed in multiple counterparts, each of which
shall be an original, but all of which shall constitute but one Amendment.
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[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT
AGREEMENT]
Executed as of the date first set forth above.
BORROWER:
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MERISTAR H & R OPERATING COMPANY,
L.P.
By: MeriStar Hotels & Resorts, Inc., its general
partner
By: /s/ John Emery
----------------------------
Name: John Emery
----------------------------
Title: President & COO
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[SIGNATURE PAGE OF THIRD 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
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[SIGNATURE PAGE OF THIRD 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 THIRD AMENDMENT TO SENIOR SECURED CREDIT
AGREEMENT]
CITICORP REAL ESTATE, INC.
By: /s/ Michael S. Chiopak
--------------------------
[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT
AGREEMENT]
THE BANK OF NOVA SCOTIA, acting through
its New York Agency
By: /s/ Bruce Ferguson
----------------------------
Name: Bruce G. Ferguson
--------------------------
Title: Managing Director
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[SIGNATURE PAGE OF THIRD 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 will 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.
By: /s/ John Emery
----------------------------
Name: John Emery
--------------------------
Title: President & COO
-------------------------
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, L.L.C.
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 Hotel & Resorts, Inc., its general
partner
By: /s/ John Emery
----------------------------
Name: John Emery
----------------------------
Title: President & COO
-------------------------
[SIGNATURE PAGE OF THIRD 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 Hotel & Resorts, Inc., its
general partner
By: /s/ John Emery
----------------------------
Name: John Emery
----------------------------
Title: President & COO
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[SIGNATURE PAGE OF THIRD 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 Hotel & Resorts, Inc., its
general partner
By: /s/ John Emery
----------------------------
Name: John Emery
----------------------------
Title: President & COO
-------------------------
CAPSTAR WYANDOTTL 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
By: /s/ John Emery
----------------------
Name: John Emery
--------------------
Title: President & COO
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MERISTAR MANAGEMENT (CANMORE) LTD.
By: /s/ John Emery
-----------------------------------------
Name: John Emery
---------------------------------------
Title: President & COO
--------------------------------------
[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT
AGREEMENT]
MERISTAR MANAGEMENT (VANCOUVER
METROTOWN) LTD.
By: /s/ John Emery
----------------------------
Name: John Emery
----------------------------
Title: President & COO
----------------------------
MERISTAR SOUTH SEAS PARTNERSHIP,
LIMITED PARTNERSHIP
By: MeriStar South Seas, Inc., its general partner
By: /s/ John Emery
----------------------------
Name: John Emery
----------------------------
Title: President & COO
----------------------------
MERISTAR SOUTH SEAS, INC.
By: /s/ John Emery
----------------------------
Name: John Emery
----------------------------
Title: President & COO
----------------------------
MERISTAR PALMAS CORP.
By: /s/ John Emery
----------------------------
Name: John Emery
----------------------------
Title: President & COO
----------------------------
MERISTAR PALMAS LP CORP.
By: /s/ John Emery
----------------------------
Name: John Emery
----------------------------
Title: President & COO
----------------------------
[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT
AGREEMENT]
MERISTAR PALMAS, L.P., Sen C., (S.E.)
By: MeriStar Palmas Corp., its limited partner
By: Meristar Hotels & Resorts, Inc., its sole
By: /s/ John Emery
----------------------------
Name: John Emery
----------------------------
Title: President & COO
----------------------------
[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT
AGREEMENT]
BRIDGESTREET ACCOMMODATIONS, INC.
a Delaware corporation
BRIDGESTREET ARIZONA, INC.
a Delaware corporation
BRIDGESTREET CALIFORNIA, INC.
a Delaware corporation
BRIDGESTREET COLORADO, INC.
a Delaware corporation
BRIDGESTREET MARYLAND, INC.
a Delaware corporation
BRIDGESTREET NEVADA, INC.
a Delaware corporation
BRIDGESTREET NORTH CAROLINA, INC.
a Delaware corporation
BRIDGESTREET RALEIGH, INC.
a Delaware corporation
CORPORATE LODGINGS, INC.
a Delaware corporation
TEMPORARY HOUSING EXPERTS, INC.
a Delaware corporation
TEMPORARY CORPORATE HOUSING, INC.
a Delaware corporation
By: /s/ John Emery
----------------------------
Name: John Emery
----------------------------
Title: President & COO
----------------------------
[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT
AGREEMENT]
BRIDGESTREET TEXAS, L.P.
a Deleware limited partnership
By: BridgeStreet Nevada, Inc.
a Delaware corporation, its general partner
By: /s/ John Emery
----------------------------
Name: John Emery
----------------------------
Title: President & COO
----------------------------
[SIGNATURE PAGE OF THIRD AMENDMENT TO SENIOR SECURED CREDIT
AGREEMENT]
BRIDGESTREET CANADA, INC.
an Ontario (Canada) corporation
By: /s/ John Emery
----------------------------
Name: John Emery
----------------------------
Title: President & COO
----------------------------
BRIDGESTREET ACCOMMODATIONS, LTD.
Incorporated under the laws of England and Wales
By: /s/ John Emery
----------------------------
Name: John Emery
----------------------------
Title: President & COO
----------------------------
BRIDGESTREET LONDON, LTD.
Incorporated under the laws of England and Wales
By: /s/ John Emery
----------------------------
Name: John Emery
----------------------------
Title: President & COO
----------------------------
BRIDGESTREET WARDROBE PLACE, LTD.
Incorporated under the laws of England and Wales
By: /s/ John Emery
----------------------------
Name: John Emery
----------------------------
Title: President & COO
----------------------------
LORY(1), LTD.
Incorporated under the laws of England and Wales
By: /s/ John Emery
----------------------------
Name: John Emery
----------------------------
Title: President & COO
----------------------------