EXHIBIT 10(7)
FIRST AMENDMENT TO TRANCHE A CREDIT AGREEMENT
THIS FIRST AMENDMENT dated as of June 30, 1995 (the "First Amendment") is
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to that Tranche A Credit Agreement dated as of June 7, 1995 (the "Credit
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Agreement"; capitalized terms used but not otherwise defined herein shall have
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the meanings provided in the Credit Agreement) by and among EMBASSY SUITES,
INC., a Delaware corporation as the initial Borrower, and PROMUS HOTELS, INC., a
Delaware corporation, as assignee and subsequent Borrower (the applicable
Borrower hereunder being referred to as the "Borrower"), THE PROMUS COMPANIES
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INCORPORATED, a Delaware corporation as an initial guarantor, and PROMUS HOTEL
CORPORATION, a Delaware corporation as a guarantor and those certain
Subsidiaries and related parties identified as "Guarantors" on the signature
pages thereto as listed on the signature pages hereto, the several lenders
identified on the signature pages thereto as listed on the signature pages
hereto (each a "Lender" and collectively, the "Lenders") and NATIONSBANK, N.A.
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(CAROLINAS), as agent for the Lenders (in such capacity, the "Agent").
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W I T N E S S E T H:
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WHEREAS, the Banks have extended a $300,000,000 five year revolving credit
facility pursuant to the terms of the Credit Agreement;
WHEREAS, the Borrower has requested the amendment of certain Schedules to
the Credit Agreement;
WHEREAS, the Required Lenders have agreed on the terms and conditions set
forth herein;
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the Required Lenders hereby agree as follows:
1. Schedules 6.8, 6.15, 8.1, 8.2, 8.5, and 11.3(b) are hereby amended and
restated to read as attached hereto.
2. Except as modified hereby, all of the terms and provisions of the
Credit Agreement (and schedules) remain in full force and effect.
3. This First Amendment may be executed in any number of counterparts,
each of which when executed and delivered shall be deemed to be an original and
it shall not be necessary in making proof of this First Amendment to produce or
account for more than one such counterpart.
4. This First Amendment and the Credit Agreement, as amended hereby,
shall be deemed to be contracts made under, and
for all purposes be construed in accordance with the laws of the State of North
Carolina.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, each of the parties hereto has caused this First
Amendment to be duly executed and delivered as of the date first above written.
BORROWER:
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EMBASSY SUITES, INC.,
a Delaware corporation
By____________________________
Title:________________________
GUARANTORS: THE PROMUS COMPANIES INCORPORATED,
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a Delaware corporation
By____________________________
Title:________________________
PROMUS HOTEL CORPORATION,
a Delaware corporation
By____________________________
Title:________________________
PROMUS HOTELS, INC.,
a Delaware corporation
By____________________________
Title:________________________
HAMPTON INNS, INC.,
a Delaware corporation
By____________________________
Title:________________________
EMBASSY EQUITY DEVELOPMENT CORPORATION,
a Delaware corporation
By____________________________
Title:________________________
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LENDERS:
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NATIONSBANK, N.A. (CAROLINAS),
individually in its capacity as a
Lender and in its capacity as Agent
By_____________________________
Title__________________________
THE BANK OF NEW YORK
By_____________________________
Title__________________________
THE BANK OF NOVA SCOTIA
By_____________________________
Title__________________________
CIBC INC.
By_____________________________
Title__________________________
THE SUMITOMO BANK, LIMITED, NEW YORK BRANCH
By_____________________________
Title__________________________
FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
By_____________________________
Title__________________________
LTCB TRUST COMPANY
By_____________________________
Title__________________________
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THE NIPPON CREDIT BANK, LTD. -
LOS ANGELES AGENCY
By_____________________________
Title__________________________
SOCIETE GENERALE, SOUTHWEST AGENCY
By_____________________________
Title__________________________
CREDIT LYONNAIS, CAYMAN ISLAND BRANCH
By_____________________________
Title__________________________
FIRST AMERICAN NATIONAL BANK
By_____________________________
Title__________________________
FIRST NATIONAL BANK OF COMMERCE
By_____________________________
Title__________________________
FIRST TENNESSEE BANK, NATIONAL ASSOCIATION
By_____________________________
Title__________________________
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
ATLANTA AGENCY
By_____________________________
Title__________________________
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THIRD NATIONAL BANK
By_____________________________
Title__________________________
U.S. NATIONAL BANK OF OREGON
By_____________________________
Title__________________________
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Schedule 6.8
Excluded Assets
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After giving effect to the Reorganization, Distribution and the Hotel Inc.
Assignment and Assumption Agreement, (i) those certain hotel-related assets of
Promus Co. and its Subsidiaries that will be retained by Promus Co. and its
Subsidiaries but which shall be managed by Hotel Inc. pursuant to that certain
Asset Management Agreement by and between Embassy Suites and Hotel Inc. to be
executed as of June 30, 1995, and (ii) portions of joint venture interests
retained by Embassy Suites for transfer to Hotel Inc. on July 15, 1996, in order
to avoid adverse tax consequences.
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Schedule 6.15
Subsidiaries
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# of Outstanding
Options, Warrants,
Rights of
# of Shares of Each Conversion or
Class of Capital Stock Purchase and
Jurisdiction of Percentage or Other Equity Similar Rights
Incorporation of Interest Outstanding (Effect if
Name or Organization Ownership (# Owned) Exercised)
Ziwa Insurance Inc. (to be formed) Vermont None
Promus Hotels, Inc. Delaware 100% None
Buckleigh, Inc. Delaware 100% 100 (100) None
ATM Hotels Pty Limited Australia 50% 2 (1) None
Compass, Inc. Tennessee 100% 1000 (1000) None
EIP Corporation Delaware 100% 1000 (1000) None
Suite Life, Inc. Delaware 100% 1000 (1000) None
Embassy Development Corporation Delaware 100% 100 (100) None
Embassy Suites De Mexico, S.A., Mexico 1% 10,000 (100) None
de C.V.
ES/PA, L.P. Pennsylvania 98% [Not Applicable] None
E.S. Philadelphia Airport Pennsylvania 10% [Not Applicable] None
Joint Venture
Embassy Equity Development Delaware 100% 100 (100) None
Corporation
Embassy Suites De Mexico S.A., Mexico 1% 10,000 (100) None
de C.V.
Embassy Syracuse Development Delaware 100% 100 (100) None
Corporation
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# of Outstanding
Options, Warrants,
Rights of
# of Shares of Each Conversion or
Class of Capital Stock Purchase and
Jurisdiction of Percentage or Other Equity Similar Rights
Incorporation of Interest Outstanding (Effect if
Name or Organization Ownership (# Owned) Exercised)
Embassy Suites De Mexico Mexico 1% 10,000 (100) None
S.A., de C.V.
Southfield Hotel Management, Florida 100% 1000 (1000) None
Inc.
Embassy Memphis Corporation Tennessee 100% 100 (100) None
Embassy Pacific Equity Corporation Delaware 100% 100 (100) None
Embassy Suites Club No. 1, Inc. Kansas 100% 1000 (1000) None
Embassy Suites Club No. Three, Inc. Louisiana 100% 1000 (1000) None
Embassy Suites De Mexico, S.A., De Mexico 97% 10,000 (9,700) None
C.V.
Embassy Suites (Isla Verde), Inc. Delaware 100% 1000 (1000) None
Embassy Suites (Puerto Rico), Inc. Delaware 100% 1000 (1000) None
Embassy Vacation Resorts, Inc. Delaware 100% 1000 (1000) None
EPAM Corporation Delaware 100% 100 (100) None
ESI Development, Inc. Tennessee 100% 1000 (1000) None
ESI Mortgage Development Corporation Delaware 100% 1000 (1000) None
ESI Mortgage Development Corporation Delaware 100% 100 (100) None
II
E.S. Philadelphia Airport Joint Pennsylvania 90% [Not Applicable] None
Venture
GOL Columbia Limited Partnership Maryland 1% [Not Applicable] None
GOL (Heathrow), Inc. Tennessee 100% 1000 (1000) None
Grandma Royale Hometel-West, a Arizona 50.003% [Not Applicable] None
limited partnership
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# of Outstanding
Options, Warrants,
Rights of
# of Shares of Each Conversion or
Class of Capital Stock Purchase and
Jurisdiction of Percentage or Other Equity Similar Rights
Incorporation of Interest Outstanding (Effect if
Name or Organization Ownership (# Owned) Exercised)
Grandma Royale Hometel-Tucson, a Arizona 65% [Not Applicable] None
limited partnership
Hampton Inns, Inc. Delaware 100% 1000 (1000) None
GOL Columbia Limited Maryland 99% [Not Applicable] None
Partnership
Old Town Hotel Corporation Delaware 100% 1000 (1000) None
Pacific Hotels, Inc. Tennessee 100% 1000 (1000) None
ATM Hotels Pty Limited Australia 50% 2 (1) None
Promus Hotel Services, Inc. Delaware 100% 1000 (1000) None
Promus Hotels Florida, Inc. Delaware 100% 1000 (1000) None
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Schedule 8.1
Existing Indebtedness
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Capital Leases
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Embassy - Tucson $ 41,970
Embassy - Orlando 27,515
Embassy - Thomas Road 33,641
Embassy - Philadelphia Airport 39,928
Information Technology 1,773,302
Marketing Services Center 58,276
Notes
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Embassy- DeBanks Henwood $ 887,299
Hampton- San Francisco Land 284,708
Guarantees
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Meadowlands Land lease $ 29,356,749
Chicago Lombard 500,000
Embassy Pacific Partner LP,
Embassy Atlanta Buckhead Partners LP
and Embassy LaJolla Partners LP $ 5,000,000
Executive Life Guarantee $ 493,165
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Schedule 8.2
Existing Liens
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Capital Leases
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Embassy - Tucson 41,970
Embassy - Orlando 27,515
Embassy - Thomas Road 33,641
Embassy - Philadelphia Airport 39,928
Information Technology 1,773,302
Marketing Services Center 58,276
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Schedule 8.5
Existing Investments
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Name (percent ownership interest)
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ATM Hotels Pty Limited (75%)
Barshop-HII Joint Venture (50%)
Embassy Akers Venture (50%)
Embassy Atlanta Buckhead Partners Limited Partnership (5%)
Embassy/GACL Lombard Joint Venture (50%)
Embassy LaJolla Partners Limited Partnership (10%)
Embassy Pacific Partners Limited Partnership (10%)
Embassy /Shaw Parsippany Venture (50%)
Embassy/ Shaw Rochester Venture (50%)
Embassy Suites Club No. Two, Inc. (49%)
EPT Atlanta-Perimeter Center Limited Partnership (50%)
EPT Austin Joint Venture (50%)
EPT Bloomington Joint Venture (50%)
EPT Covina joint Venture (50%)
EPT Crystal City Land Limited Partnership (50%)
EPT Kansas City Joint Venture (50%)
EPT Meadowlands Limited Partnership (50%)
EPT Omaha Joint Venture (50%)
EPT Overland Park Limited Partnership (50%)
EPT Raleigh Limited Partnership (50%)
EPT San Antonio Joint Venture (50%)
ES/PA, L.P. (98%)
E.S. Philadelphia Airport Joint Venture (99.8%)
GOL (Texas) Inc. (49%)
Granada Royale Hometel - Tucson, a limited partnership (50.003%)
Granada Royale Hometel-West, a limited partnership (65%)
Hampton/GHI Associates #1 (20%)
Hampton/GHI Associates #2 (20%)
Hospitality Capital Group (33.3%)
Hospitality Capital Group II (33.3%)
King Street Station Hotel Associates, L.P. (50%)
MHV Joint Venture (50%)
Pacific Market Investment Company Joint Venture (50%)
Riverview /Embassy Joint Venture (50%)
SES/D.C. Venture (25%)
Existing Investments (Notes Receivable)
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Embassy Suites
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El Paso 148,832
Richmond 1,000,000
LaJolla 706,554
Santa Clara 626,970
Crystal City 657,875
Charleston 786,169
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Hampton Inn
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Secaucus 50,398
San Antonio - Downtown 1,000,000
San Diego 48,650
Hampton Inn & Suites
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Newport News 1,000,000
El Paso 80,800
Homewood Suites
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Madison 500,000
Santa Fe 1,500,000
San Antonio - Downtown 1,000,000
Harrisburg 939,105
Alexandria 1,646,764
Pigeon Forge, Tn 750,000
Information Technology 750,000
Marketing Services Center 125,725
13,317,842
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Schedule 11.3 (b)
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Tranche A Assignment and Assumption Agreement
THIS ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT, dated as of June 30,
1995 (the "Agreement"), among EMBASSY SUITES, INC., a Delaware corporation
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("Embassy Suites"), PROMUS HOTELS, INC., a Delaware corporation (the "Hotel
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Inc."), THE PROMUS COMPANIES INCORPORATED, a Delaware corporation ("Promus Co.")
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and NATIONSBANK, N.A. (CAROLINAS), in its capacity as Agent under the Credit
Agreement hereinafter described.
Embassy Suites and Promus Co. have agreed to transfer to Hotel Inc. certain
hotel related assets and liabilities in contemplation of the Reorganization and
the Distribution. In consideration therefor, the parties hereto agree as
follows:
SECTION A. Definitions. Terms capitalized but not defined herein shall
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have the meanings assigned thereto in that certain Tranche A Credit Agreement
dated as of June 7, 1995 (the "Credit Agreement") among Embassy Suites, as
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initial borrower, certain subsidiaries and related parties as guarantors, the
Lenders party thereto and the Agent.
SECTION B. Assignment and Assumption. Effective as of the date hereof,
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Embassy Suites hereby irrevocably and unconditionally assigns to Hotel Inc. all
of its rights as "Borrower" under the Credit Agreement. Effective as of the
date hereof, Hotel Inc. hereby irrevocably and unconditionally (i) assumes from
Embassy Suites all of Embassy Suites' obligations and liabilities under the
Credit Agreement and any other Credit Document to which Embassy Suites is a
party, (ii) agrees with the Agent and the Lenders to be bound by all of the
terms and conditions of the Credit Agreement and to perform all of the
obligations and discharge all of the liabilities of the Borrower existing at or
accrued prior to the date hereof or hereafter arising under the Credit Agreement
and (iii) ratifies, and agrees to be bound by, (A) the representations and
warranties set forth in Section 6 of the Credit Agreement and (B) all of the
affirmative and negative covenants set forth in Sections 7 and 8 of the Credit
Agreement. Without limiting the generality of the foregoing terms of this
Section 2, Hotel Inc. hereby promises to pay to each Lender the principal
balance of, and accrued interest on, each Loan outstanding (and to pay all other
Obligations, including LOC Obligations and Swingline Loans) at, or advanced on
or after, the date hereof.
SECTION C. Release. The Agent, acting on behalf of the Lenders, hereby
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fully and unconditionally releases and forever discharges (i) Embassy Suites as
of the date hereof from any and all liabilities, claims, charges, choses in
actions, causes of action, damages, and other obligations, in each case whether
known or unknown, absolute or contingent, at law or in equity, now existing or
hereafter arising and whether arising under contract, by operation of law or
otherwise (collectively, "Claims") arising under and relating to the Credit
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Agreement or any other Credit Document to which it is a party and (ii) Promus
Co. from any Claims arising under or relating to its guaranty obligations
relating thereto under or relating to the Credit Agreement or any other Credit
Document to which it is a party.
SECTION D. References in the Credit Documents. From and after the
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Effective Date of Assignment, (a) Hotel Inc. shall have succeeded Embassy Suites
as the "Borrower" under the Credit Agreement, and all references to the
"Borrower" in the Credit Agreement shall refer to Hotel Inc. and not to Embassy
Suites and (b) all references to the "Credit Agreement" in any Credit Documents
shall refer to the Credit Agreement, as amended and modified by this Agreement.
Except as expressly amended and modified by this Agreement, all of the terms and
provisions of the Credit Agreement shall remain in full force and effect.
SECTION E. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
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OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA.
SECTION F. WAIVER OF JURY TRIAL. EACH OF THE AGENT, THE LENDERS, EMBASSY
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SUITES AND HOTEL INC. HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
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SECTION G. Successors and Assignees. Subject to the terms of Section 11.4
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of the Credit Agreement, this Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of Embassy Suites, Hotel Inc.,
the Agent and each of the Lenders.
SECTION H. Counterparts. This Agreement may be executed in any number of
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counterparts, each of which when executed and delivered shall be an original,
but all of which shall constitute one and the same instrument. It shall not be
necessary in making proof of this Agreement to produce or account for more than
one such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date first
above written.
EMBASSY SUITES, INC.
By:___________________________
William S. McCalmont
Vice President and Treasurer
PROMUS HOTELS, INC.
By:___________________________
Carol G. Champion
Vice President and Treasurer
THE PROMUS COMPANIES INCORPORATED
By:___________________________
Carol G. Champion
Vice President and Treasurer
NATIONSBANK, N.A. (CAROLINAS),
as Agent as aforesaid for
the Lenders
By____________________________
J.E. Ball
Senior Vice President
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