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EXHIBIT 10.7
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FIRST AMENDMENT TO
TRANCHE B CREDIT AGREEMENT
THIS FIRST AMENDMENT TO TRANCHE B CREDIT AGREEMENT (this "First
Amendment") is entered into as of December 18, 1998 by and among DOUBLETREE
CORPORATION, a Delaware corporation ("Doubletree"), PROMUS HOTELS, INC., a
Delaware corporation ("PHI"--hereinafter Doubletree and PHI are sometimes
individually referred to as a "Borrower" or collectively referred to as the
"Borrowers"), PROMUS HOTEL CORPORATION, a Delaware corporation (the "Parent
Company"), PROMUS OPERATING COMPANY, INC., a Delaware corporation ("Old
PHC"--hereinafter the Parent Company and Old PHC are sometimes individually
referred to as a "Guarantor" or collectively referred to as "Guarantors"; the
Guarantors, together with the Borrowers, hereinafter are sometimes individually
referred to as a "Credit Party" or collectively referred to as "Credit
Parties"), the several lenders identified on the signature pages hereto (the
"Lenders"), BANKERS TRUST COMPANY, THE BANK OF NOVA SCOTIA and CANADIAN IMPERIAL
BANK OF COMMERCE, as co-syndication agents (each in such capacity, a "Co-Agent")
and NATIONSBANK, N.A., as agent for the Lenders (in such capacity, the "Agent").
Capitalized terms used herein and not otherwise defined herein have the
respective meanings given to them in the Credit Agreement.
RECITALS
WHEREAS, the Borrowers, the Guarantors, the Lenders, the Co-Agents and
the Agent are parties to that certain Tranche B Credit Agreement dated as of
December 19, 1997 (as amended, modified, supplemented, extended or restated from
time to time, the "Credit Agreement");
WHEREAS, the Borrowers have requested that the Agent, the Co-Agents
and the Lenders agree to amend the terms of the Credit Agreement to provide that
the Termination Date be extended, certain existing fees be increased and certain
new fees be added; and
WHEREAS, the Agent, the Co-Agents and the Lenders have agreed to such
amendment of the Credit Agreement on the terms and subject to the conditions
contained in this First Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
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AGREEMENT
I. AMENDMENTS
1.1 Section 1.1 of the Credit Agreement shall be amended by the
addition of the following definition, inserted in appropriate alphabetical
order:
"Additive Usage Fee" has the meaning given to such term in
Section 3.4(e).
1.2 The table in the definition of Applicable Percentage set forth in
Section 1.1 of the Credit Agreement is hereby deleted in its entirety and
replaced with the following table:
Applicable Applicable Percentage
Percentage for for Committed Applicable
Committed Revolving Revolving Loans Percentage for
Pricing Leverage Unsecured Senior Loans Consisting of Consisting of Base Commitment
Level Ratio Debt Rating Eurodollar Loans Rate Loans Fee
----- ----- ----------- ---------------- ---------- ---
I Less than 1.25 to 1.0 Greater than A- or A3 .19% 0.0% .085%
II Equal to or greater Greater than or equal .25% 0.0% .10%
than 1.25 to 1.0 but to BBB+ or Baa1 but
less than 1.75 to 1.0 less than or equal to
A- or A3
III Equal to or greater Greater than or equal .27% 0.0% .13%
than 1.75 to 1.0 but to BBB or Baa2 but
less than 2.25 to 1.0 less than BBB+ or
Baal
IV Equal to or greater Greater than or equal .325% 0.0% .15%
than 2.25 to 1.0 but to BBB- or Baa3 but
less than 2.75 to 1.0 less than BBB or Baa2
V Equal to or greater Less than BBB- or .45% 0.0% .20%
than 2.75 to 1.0 Baa3
1.3 Section 3.4 of the Credit Agreement is hereby amended by the
addition of the following subsection:
(e) Additive Usage Fees. If the Average Outstanding Loans (as
defined below) for any Utilization Period (as defined below) is greater
than or equal to twenty-five percent (25%) of the average of the daily
Aggregate Commitments (as defined below) for such Utilization Period,
then the Borrowers shall pay to the Agent for the ratable benefit of
the Lenders an additive usage fee (the "Additive Usage Fee") calculated
as provided below, for such Utilization Period. The Additive Usage Fee
shall be payable in arrears on the 15th day following the last day of
such Utilization Period. The Additive Usage Fee for any Utilization
Period shall be equal to the following amounts for each day in such
Utilization Period:
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(i) if the Average Outstanding Loans for such
Utilization Period is greater than or equal to twenty-five
percent (25%), but less than fifty percent (50%) of the
average of the daily Aggregate Commitments for such
Utilization Period, ten basis points (.10%) per annum
multiplied by the actual principal balance of the Committed
Revolving Loans outstanding under this Agreement at the end of
such day;
(ii) if the Average Outstanding Loans for such
Utilization Period is greater than or equal to fifty percent
(50%), but less than seventy-five percent (75%) of the average
of the daily Aggregate Commitments for such Utilization Period,
twenty basis points (.20%) per annum multiplied by the actual
principal balance of the Committed Revolving Loans outstanding
under this Agreement at the end of such day; or
(iii) if the Average Outstanding Loans for such
Utilization Period is greater than or equal to seventy-five
percent (75%) of the average of the daily Aggregate Commitments
for such Utilization Period, thirty basis points (.30%) per
annum multiplied by the actual principal balance of the
Committed Revolving Loans outstanding under this Agreement at
the end of such day.
The Additive Usage Fee for any Utilization Period shall be
allocated among the Lenders in accordance with the amount of their
respective Committed Revolving Loans outstanding under this Agreement
during such Utilization Period. For purposes hereof, (A) "Average
Outstanding Loans" for any Utilization Period means the sum of the
aggregate principal amount of Committed Revolving Loans outstanding
under this Agreement as of the end of each day during such Utilization
Period, divided by the number of days in such Utilization Period; (B)
"Aggregate Commitment" for any Utilization Period means the aggregate
amount of the Revolving Commitment; and (C) "Utilization Period" means
each calendar quarter, except that the initial Utilization Period shall
commence on December 18, 1998 and end on December 31, 1998 and the
final Utilization Period shall end on the Termination Date.
II. CONDITIONS PRECEDENT
2.1 The effectiveness of this First Amendment is subject to the
satisfaction of each of the following conditions:
(a) The Agent shall have received (i) copies of this First
Amendment duly executed by the Credit Parties and all of the Lenders or
(ii) copies of this First Amendment executed by the Credit Parties and
all of the Lenders which are not Disapproving Lenders, provided the
Borrowers have either replaced or terminated the Commitments and repaid
all outstanding Loans of each Disapproving Lender in accordance with
the terms of Section 2.1(a) of the Credit Agreement;
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(b) The Agent shall have received copies of resolutions of the
Board of Directors of each Credit Party approving and adopting this
First Amendment, approving the transactions contemplated herein and
authorizing the execution and delivery hereof, certified by a secretary
or assistant secretary of such Credit Party to be true and correct and
in full force and effect as of the date hereof;
(c) The Agent shall have received for the benefit of the
Lenders executing this First Amendment an extension fee of 7.5 basis
points (.075%) multiplied by the aggregate amount of the Commitments
as of the date hereof; and
(d) The Agent shall have received legal opinions relating to
this First Amendment in form and substance satisfactory to the Agent.
III. MISCELLANEOUS
3.1 The term "Credit Agreement" as used in each of the Credit Documents
shall hereafter mean the Credit Agreement as amended by this First Amendment.
Except as herein specifically agreed, the Credit Agreement is hereby ratified
and confirmed and shall remain in full force and effect according to its terms.
3.2 Each of the Credit Parties represents and warrants as follows:
(a) It has the corporate power and authority to execute and
deliver this First Amendment and to perform its obligations hereunder,
and it has taken all necessary action to authorize the execution,
delivery and performance of this First Amendment.
(b) It has duly executed and delivered this First Amendment
and this First Amendment constitutes its legal, valid and binding
obligation, enforceable in accordance with its terms, except as such
enforceability may be subject to (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or
similar laws affecting creditors' rights generally and (ii) general
principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity).
(c) No consent, approval, authorization or order of, or
filing, registration or qualification with, any court or governmental
authority or third party is required in connection with the execution,
delivery or performance by it of this First Amendment.
(d) The representations and warranties contained in Section 6
of the Credit Agreement are true and correct on and as of the date
hereof and after giving effect to the amendments contained herein.
(e) No Default or Event of Default exists under the Credit
Agreement on and as of the date hereof and after giving effect to the
amendments contained herein.
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3.3 By executing this First Amendment, each Lender hereby agrees to the
extension of the Termination Date for an additional 364 days as provided in
Section 2.1(a) of the Credit Agreement. The new Termination Date shall be
December 17, 1999. Further, by executing this First Amendment, each Lender
hereby consents to the termination of the Commitment and repayment of the Loans
of any Disapproving Lender.
3.4 This First Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall constitute one and the same instrument.
3.5 THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NORTH CAROLINA.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this First Amendment to be duly executed and delivered by their proper and
duly authorized officer as of the day and year first above written.
BORROWERS:
PROMUS HOTELS, INC.,
a Delaware corporation
By: /s/ Carol G. Champion
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Carol G. Champion
Title: Vice President
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DOUBLETREE CORPORATION,
a Delaware corporation
By: /s/ Carol G. Champion
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Carol G. Champion
Title: Vice President
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GUARANTORS: PROMUS HOTEL CORPORATION
(f/k/a Parent Holding Corp.),
a Delaware corporation
By: /s/ Carol G. Champion
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Carol G. Champion
Title: Vice President
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PROMUS OPERATING COMPANY, INC.
(f/k/a Promus Acquisition Corp. f/k/a
Promus Hotel Corporation),
a Delaware corporation
By: /s/ Carol G. Champion
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Carol G. Champion
Title: Vice President
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LENDERS:
NATIONSBANK, N.A.,
individually in its capacity as a
Lender and in its capacity as Agent
By: /s/
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Title: SVP
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THE BANK OF NOVA SCOTIA,
individually in its capacity as a
Lender and in its capacity as a Co-Agent
By: /s/
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Title:
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CANADIAN IMPERIAL BANK OF COMMERCE,
individually in its capacity as a
Lender and in its capacity as a Co-Agent
By: /s/ Paul J. Chakmak
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Paul J. Chakmak
Title: Managing Director
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CIBC Oppenheimer Corp., AS AGENT
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THE BANK OF NEW YORK
By: /s/ Ann Marie Hughes
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Ann Marie Hughes
Title: Vice President
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THE CHASE MANHATTAN BANK
By: /s/ Charles E. Hoagland
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Charles E. Hoagland
Title: Vice President
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CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Andrea Griffis
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Andrea Griffis
Title: Vice President
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FIRST UNION NATIONAL BANK
By: /s/
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Title: Vice President
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SOCIETE GENERALE, SOUTHWEST AGENCY
By: /s/ Huvishka Ali
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Title: Vice President
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WACHOVIA BANK, N.A.
By: /s/
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Title: Vice President
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WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH
By: /s/
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Title: Vice President
By: /s/ Anthony J. Alessandro
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Anthony J. Alessandro
Title: Associate
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SUNTRUST BANK, NASHVILLE, N.A.
By: /s/ Bryan W. Ford
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Bryan W. Ford
Title: Vice President
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DG BANK DEUTSCHE GENOSSENSCHAFTSBANK,
CAYMAN ISLANDS BRANCH
By: /s/ Kurt A. Morris
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Kurt A. Morris
Title: Vice President
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By: /s/
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Title: Assistant Treasurer
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FIRST AMERICAN NATIONAL BANK
By: /s/ Elizabeth H. Vaughn
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Elizabeth H. Vaughn
Title: Senior Vice President
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FIRST TENNESSEE BANK NATIONAL ASSOCIATION
By: /s/
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Title: Vice President
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KBC BANK N.V. (f/k/a Kredietbank N.V.,
Grand Cayman Branch)
By: /s/ Robert Snauffer
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Robert Snauffer
Title: First Vice President
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By: /s/ Raymond F. Murray
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Raymond F. Murray
Title: Vice President
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WELLS FARGO BANK, N.A.
By: /s/ Frieda Youlios
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Frieda Youlios
Title: Vice President
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By: /s/ Edith R. Lim
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Edith R. Lim
Title: Vice President
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THE FIFTH THIRD BANK
By: /s/
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Title: National Lending Officer
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