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EXHIBIT 10.18.2
THIRD AMENDMENT
to
CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT ("Third Amendment"), dated as
of December 1, 1999 among FELCOR LODGING TRUST INCORPORATED, a Maryland
corporation (f/k/a FelCor Suite Hotels, Inc.) ("FelCor") and FELCOR LODGING
LIMITED PARTNERSHIP, a Delaware limited partnership (f/k/a FelCor Suites Limited
Partnership) ("FelCor LP" and collectively with FelCor, the "Borrower"), the
financial institutions listed on the signature pages hereof (each individually a
"Lender" and collectively the "Lenders"), and THE CHASE MANHATTAN BANK, as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent").
W I T N E S S E T H:
WHEREAS, that certain Fourth Amended and Restated Credit Agreement,
dated as of July 1, 1998, among Borrower, the financial institutions party
thereto, and the Administrative Agent provides for the making of certain loans
to Borrower up to an aggregate principal amount of $1,100,000,000 (as amended,
the "Credit Agreement");
WHEREAS, pursuant to that certain Second Amendment to Credit Agreement
("Second Amendment"), dated as of August 20, 1999 among the parties thereto, the
parties modified, among other things, the provisions in the Credit Agreement
governing Restricted Payments to allow the Borrower to repurchase an amount of
its own Stock in excess of the limitations contained therein (the "Additional
Stock Repurchase Amount") in an amount of up to $50,000,000.00; and
WHEREAS, the parties hereto desire to further amend the Credit
Agreement to increase the Additional Stock Repurchase Amount to $275,000,000.00
and to make certain modifications to the financial covenants and other
provisions in connection therewith;
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree that the Credit Agreement is
amended as follows:
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1. Under the definition of "Applicable Margin" in Section 1.1 of the
Credit Agreement, the roman numeral "VIII" appearing in the first clause (ii) is
hereby deleted and the following is hereby substituted in place thereof:
"IX"
2. Under the definition of "Applicable Margin" in Section 1.1 of the
Credit Agreement, there is hereby added thereto after the row that begins with
the words "Level VIII" an additional row which shall read as follows (excluding
headings):
Base Rate Eurodollar Rate Commitment
Loans Loans Fee
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"Level IX Status 0.375% 1.875% 0.35%"
3. Under the definition of "Status" in Section 1.1 of the Credit
Agreement, the first paragraph is hereby deleted and the following is hereby
substituted in place thereof:
"'Status' means the existence of Level I Status, Level II
Status, Level III Status, Level IV Status, Level V Status,
Level VI Status, Level VII Status, Level VIII Status, or Level
IX Status, as the case may be."
4. Under the definition of "Status" in Section 1.1 of the Credit
Agreement, the words "less than or equal to 50%" are hereby deleted from the end
of the paragraph that begins with the words "Level VIII Status," and the
following is hereby substituted in place thereof:
"less than 50%"
5. Under the definition of "Status" in Section 1.1 of the Credit
Agreement, there is hereby added after the paragraph beginning with the words
"Level VIII Status" an additional paragraph which shall read as follows:
"'Level IX Status' exists on any date if, on such date (y)
none of Level I Status through Level IV Status exist and (z)
the Leverage Ratio is equal to or greater than 50% but less
than or equal to 55%."
6. Under Section 5.1 of the Credit Agreement, entitled Unsecured
Interest Expense Coverage, the ratio of "2.5:1.0" is hereby deleted and the
ratio of "2.25:1.0" is hereby substituted in place thereof.
7. Under Section 5.2 of the Credit Agreement, entitled Fixed Charge
Coverage Ratio, the ratio of "2.0:1.0" is hereby deleted and the ratio of
"1.75:1.0" is hereby substituted in place thereof.
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8. Under Section 5.4 of the Credit Agreement, entitled Limitations on
Total Indebtedness, the percentage of "50%" is hereby deleted and the percentage
of "55%" is hereby substituted in place thereof.
9. Under Section 7.4 of the Credit Agreement (as amended), in the
proviso to the last sentence of said section the words "in an amount of up to
$50,000,000.00" are hereby deleted and the following is hereby substituted in
place thereof:
"for an aggregate purchase price not to exceed $275,000,000.00
from and after August 20, 1999 through the end of the term of
the Loans (including any extension thereof)"
10. The Credit Agreement and the other Loan Documents are in full force
and effect without default thereunder by Borrower and all of the representations
and warranties contained in the Credit Agreement and the other Loan Documents
are hereby restated as if the same were made as of the date hereof (it being
understood and agreed that any representation or warranty which by its terms is
made on a specified date shall be required to be true and correct only as of
such specified date).
11. If there shall be any inconsistencies between the terms, covenants,
conditions and provisions set forth in the Credit Agreement, and the terms,
covenants, conditions and provisions set forth in this Third Amendment, then,
the terms, covenants, conditions and provisions of this Third Amendment shall
prevail. Whenever possible, the provisions of this Third Amendment shall be
deemed supplemental to and not in derogation of the terms of the Credit
Agreement and any documents relating thereto.
12. Any capitalized term used but not defined herein shall have the
meaning set forth in the Credit Agreement.
13. Each party hereto hereby confirms and ratifies all of the terms and
provisions of the Credit Agreement as amended by this Third Amendment. Except as
expressly amended hereby, all of the terms of the Credit Agreement shall remain
in full force and effect.
14. Each party hereto represents, warrants and covenants that such
party (and the undersigned representative of such party) has full power,
authority and legal right to execute this Third Amendment and to keep and
observe all of the terms of this Third Amendment and the Credit Agreement on
such party's part to be observed and performed.
15. If any term, covenant or condition of this Third Amendment shall be
held to be invalid, illegal or unenforceable in any respect, this Third
Amendment shall be construed without such provision.
16. This Third Amendment shall be binding upon the successors and
assigns of the Borrower and shall inure to the benefit of and be enforceable by
the Administrative Agent under the Credit Agreement and its successors and
assigns; provided that no Borrower may assign any of its rights or obligations
hereunder without the prior written
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consent of the Administrative Agent. THIS THIRD AMENDMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK
(WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS).
17. This Third Amendment may be executed in any number of separate
counterparts, each of which shall, collectively and separately, constitute one
agreement.
[SIGNATURES BEGIN ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, this instrument has been duly executed by the
undersigned as of the day and year first above written.
FELCOR LODGING TRUST INCORPORATED,
a Maryland corporation
By: /s/ LAWRENCE D. ROBINSON
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Name: Lawrence D. Robinson
Title: Senior Vice President
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
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FELCOR LODGING LIMITED PARTNERSHIP, a
Delaware limited partnership
By: FELCOR LODGING TRUST INCORPORATED, a
Maryland corporation, its sole general partner
By: /s/ LAWRENCE D. ROBINSON
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Name: Lawrence D. Robinson
Title: Senior Vice President
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
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Signature for Credit Agreement
THE CHASE MANHATTAN BANK,
as Administrative Agent
By: /s/ ALAN BREINDEL
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Name: Alan Breindel
Title: Managing Director
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
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[REMAINDER OF SIGNATURE PAGES INTENTIONALLY OMITTED]