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EXHIBIT 10.21.4
THIRD AMENDMENT
to
LOAN AGREEMENT
THIS THIRD AMENDMENT TO LOAN AGREEMENT ("Third Amendment"), dated as of
December 1, 1999 among FELCOR LODGING TRUST INCORPORATED, a Maryland corporation
("FelCor") and FELCOR LODGING LIMITED PARTNERSHIP, a Delaware 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 Loan Agreement, dated as of April 1, 1999, among
Borrower, the financial institutions party thereto, and the Administrative Agent
provides for the making of a loan to Borrower in the aggregate principal amount
of $375,000,000 (as amended, the "Loan Agreement");
WHEREAS, pursuant to that certain Second Amendment to Loan Agreement
("Second Amendment"), dated as of August 20, 1999 among the parties thereto, the
parties modified, among other things, the provisions in the Loan 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 Loan Agreement
to increase the Additional Stock Repurchase Amount to $275,000,000.00 and to
make certain modifications to the financial covenants 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 Loan Agreement is amended
as follows:
1. Under Section 1.1 of the Loan Agreement, the definition of "Applicable
Margin" is hereby deleted in its entirety and the following is hereby
substituted in place thereof:
"`Applicable Margin' means, with respect to each
Loan, the applicable percentage per annum set forth below
based upon the Status in effect on the most recent Applicable
Margin Reset Date, it being understood that the Applicable
Margin for (i) Base Rate Loans shall be the
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percentage set forth under the column "Base Rate Loans", and
(ii) Eurodollar Rate Loans shall be the percentage set forth
under the column "Eurodollar Rate Loans":
Base Rate Eurodollar Rate
Loans Loans
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Level I Status 1.00% 2.5%
Level II Status 1.25% 2.75%
2. Under Section 1.1 of the Loan Agreement, there is hereby added thereto (in
alphabetical order) a new defined term which shall read as follows:
"Applicable Margin Reset Date' shall mean the 45th
day following the end of the most recent Fiscal Quarter."
3. Under Section 1.1 of the Loan Agreement, there is hereby added thereto (in
alphabetical order) a new defined term which shall read as follows:
"Status' means the existence of Level I Status or
Level II Status, as the case may be.
As used in this definition:
"Level I Status" exists on any date if, on
such date, each Borrower has a long-term senior
unsecured actual debt rating of better than BB by S&P
and better than Ba2 by Moody's;
"Level II Status" exists on any date if, on
such date, either Borrower has a long-term senior
unsecured actual debt rating of BB or lower by S&P or
Ba2 or lower by Moody's;
provided that (i) if S&P and/or Moody's shall cease
to issue ratings of debt securities of real estate
investment trusts generally, then the Administrative
Agent and the Borrower shall negotiate in good faith
to agree upon a substitute rating agency or agencies
(and to correlate the system of ratings of each
substitute rating agency with that of the rating
agency for which it is substituting) and (a) until
such substitute rating agency or agencies are agreed
upon, Status shall be determined on the basis of the
rating assigned by the other rating agency (or, if
both S&P and Moody's shall have so ceased to issue
such ratings, on the basis of the Status in effect
immediately prior thereto) and (b) after such
substitute rating agency or agencies are agreed upon,
Status shall be determined on
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the basis of the rating assigned by the other rating
agency and such substitute rating agency or the two
substitute rating agencies, as the case may be; and
(ii) if the long-term senior unsecured actual debt
ratings of either Borrower by S&P and Moody's are not
equivalent, the lower rating will apply for the
purposes of determining Status."
4. Under Section 2.8(a) of the Loan Agreement, subsection (i) is hereby
deleted in its entirety and the following is hereby substituted in place
thereof:
"(i) For Base Rate Loans, at a rate per annum equal
at all times to the Base Rate in effect from time to time plus
the Applicable Margin, payable monthly on the first day of
each month, on the Maturity Date and on the date any Base Rate
Loan is converted or paid in full."
5. Under Section 5.1 of the Loan 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.
6. Under Section 5.2 of the Loan 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.
7. Under Section 5.4 of the Loan Agreement, entitled Limitations on Total
Indebtedness, the percentage of "50%" is hereby deleted and the percentage
of "55%" is hereby substituted in place thereof.
8. Under Section 7.4 of the Loan 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)"
9. The Loan 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 Loan 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).
10. If there shall be any inconsistencies between the terms, covenants,
conditions and provisions set forth in the Loan 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 Loan Agreement and any documents relating thereto.
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11. Any capitalized term used but not defined herein shall have the meaning set
forth in the Loan Agreement.
12. Each party hereto hereby confirms and ratifies all of the terms and
provisions of the Loan Agreement as amended by this Third Amendment. Except
as expressly amended hereby, all of the terms of the Loan Agreement shall
remain in full force and effect.
13. 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 Loan Agreement on such party's
part to be observed and performed.
14. 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.
15. 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 Loan Agreement and its successors and
assigns; provided that no Borrower may assign any of its rights or
obligations hereunder without the prior written 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).
16. 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
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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 LOAN 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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