Exhibit 10.2.5
FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED
SENIOR SECURED CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED CREDIT
AGREEMENT (this "Amendment"), dated as of February ___, 2002 (the "Amendment
Date"), is among MERISTAR HOSPITALITY OPERATING PARTNERSHIP, 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; Bankers Trust Company, as
Arranger and Syndication Agent; ▇▇▇▇▇▇ Commercial Paper Inc., as Arranger and
Documentation Agent; ▇▇▇▇▇ Fargo Bank, National Association, as Documentation
Agent; and the Lenders are parties to that certain Second Amended and Restated
Senior Secured Credit Agreement, dated as of August 3, 1998 (the "Original
Credit Agreement"), as amended by that certain First Amendment to Second Amended
and Restated Senior Secured Credit Agreement dated as of March 3, 1999, as
further amended by that certain Second Amendment to Second Amended and Restated
Senior Secured Credit Agreement dated as of March 31, 2000, as further amended
by that certain Third Amendment to Second Amended and Restated Senior Secured
Credit Agreement dated as of January 1, 2001, as further amended by that certain
Fourth Amendment to Second Amended and Restated Senior Secured Credit Agreement
dated as of December 14, 2001 (the Original Credit Agreement, as so amended,
being referred to herein as the "Amended Credit Agreement").
B. The Borrower and the Lenders party hereto desire to amend the Amended
Credit Agreement as herein 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 Amended Credit Agreement.
2. This Amendment shall become effective as of the Amendment Date if on
or prior to the close of business on February 28, 2002 (the "Termination Date")
the following conditions precedent have been satisfied:
a. Documentation. The Administrative Agent shall have received
-------------
counterparts of this Amendment executed by the Borrower, the Guarantors and
the 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
1
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 Default or Event of Default shall exist as 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.
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 Amended Credit Agreement, as amended by this Amendment.
4. From and after the Amendment Date, Section 2.04(b) of the Amended
Credit Agreement is amended by deleting the amount of "$300,000,000" in clause
(iii) thereof and replacing such amount with the amount of "$100,000,000".
5. From and after the Amendment Date, Section 6.02(f) of the Amended
Credit Agreement is amended by deleting the phrase "the sum of the amount of the
Revolving Commitments and the amount of the other Indebtedness of the Borrower
or its Affiliates which bears interest at a variable rate" and replacing such
phase with the phrase "$500,000,000".
6. This Amendment is limited as specified and shall not constitute a
modification, acceptance or amendment of any other provision of the Amended
Credit Agreement or any other Credit Document.
7. Each party hereto represents to the other parties hereto that such
party is authorized to execute this Amendment.
8. The Borrower and the Guarantors represent and warrant to the Lenders
and the Agents 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 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.
2
9. This Amendment may be executed in multiple counterparts, each of which
shall be an original, but all of which shall constitute but one Amendment.
Facsimile signatures will be deemed to be original signatures.
3
[SIGNATURE PAGE OF FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
SECURED CREDIT AGREEMENT]
Executed as of the Amendment Date.
BORROWER:
--------
MERISTAR HOSPITALITY OPERATING
PARTNERSHIP, L.P.
By: MeriStar Hospitality Corporation,
its general partner
By:________________________________
Name:______________________________
Title:_____________________________
-4-
[SIGNATURE PAGE OF FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED 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 August 3, 1998 remain in full force and effect and 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 HOSPITALITY
CORPORATION, a Maryland corporation
By:_________________________________
Name:_______________________________
Title:______________________________
MERISTAR LP, INC., a Nevada
corporation
By:_________________________________
Name:_______________________________
Title:______________________________
[SIGNATURE PAGE OF FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED
CREDIT AGREEMENT]
MERISTAR ACQUISITION COMPANY, L.L.C., a Delaware
limited liability company
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, its
general partner
By:_________________________________
Name:_______________________________
Title:______________________________
AGH UPREIT LLC, a Delaware limited liability
company
By: MeriStar Hospitality Corporation, member
By:______________________________________
Name:____________________________________
Title:___________________________________
By: MeriStar Hospitality Operating Partnership,
L.P., member
By: MeriStar Hospitality
Corporation, general partner
By:______________________________________
Name:____________________________________
Title:___________________________________
[SIGNATURE PAGE OF FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED
CREDIT AGREEMENT]
MERISTAR SANIBEL INN COMPANY, L.L.C.
MERISTAR MARCO ISLAND COMPANY, L.L.C.
MERISTAR SAFETY HARBOR COMPANY, L.L.C.
MERISTAR SUNDIAL BEACH COMPANY, L.L.C.
MERISTAR S.S. PLANTATION COMPANY, L.L.C.
MERISTAR SHIRLEY'S PARCEL COMPANY, L.L.C.
MERISTAR SEASIDE INN COMPANY, L.L.C.
MERISTAR SANIBEL BEACH COMPANY, L.L.C.
MERISTAR PLANTATION SHOPPING CENTER
COMPANY, L.L.C.
MERISTAR SONG OF THE SEA COMPANY, L.L.C.
MERISTAR SANIBEL GOLF COMPANY, L.L.C.,
MERISTAR HOTEL (CALGARY AIRPORT) LLC
MERISTAR HOTEL (SURREY) LLC
MERISTAR HOTEL (BURNABY) LLC
MERISTAR HOTEL (VANCOUVER) LLC,
each of the above being a Delaware limited
liability company
By: MeriStar Hospitality Operating
Partnership, L.P. a Delaware limited
partnership, their managing member
By: MeriStar Hospitality Corporation,
a Maryland corporation, its general
partner
By:_________________________________
Name:_______________________________
Title:______________________________
[SIGNATURE PAGE OF FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED
CREDIT AGREEMENT]
EQUISTAR SOMERSET COMPANY, L.L.C.
EQUISTAR SCHAUMBURG COMPANY, L.L.C.
EQUISTAR BELLEVUE COMPANY, L.L.C.
EQUISTAR CLEVELAND COMPANY, L.L.C.
EQUISTAR ▇▇▇▇▇▇ COMPANY, L.L.C.
EQUISTAR VIRGINIA COMPANY, L.L.C.
EQUISTAR BALLSTON COMPANY, L.L.C.
EQUISTAR ATLANTA GP COMPANY, L.L.C.
EQUISTAR ATLANTA LP COMPANY, L.L.C.
EQUISTAR SALT LAKE COMPANY, L.L.C.
CAPSTAR CHICAGO COMPANY, L.L.C.
CAPSTAR WASHINGTON COMPANY, L.L.C.
CAPSTAR C.S. COMPANY, L.L.C.
CAPSTAR SAN ▇▇▇▇▇ COMPANY, L.L.C.
CAPSTAR ▇▇▇▇▇▇ COMPANY, L.L.C.
CAPSTAR KC COMPANY, L.L.C.
CAPSTAR NATIONAL AIRPORT COMPANY, L.L.C.
CAPSTAR GEORGETOWN COMPANY, L.L.C.
CAPSTAR JEKYLL COMPANY, L.L.C.
CAPSTAR DETROIT AIRPORT COMPANY, L.L.C.
CAPSTAR TUCSON COMPANY, L.L.C.
CAPSTAR HARTFORD COMPANY, L.L.C.
CAPSTAR CROSS KEYS COMPANY, L.L.C.
CAPSTAR ▇▇▇▇▇▇ PARK COMPANY, L.L.C.
CAPSTAR COLUMBIA COMPANY, L.L.C.
CAPSTAR OKLAHOMA CITY COMPANY, L.L.C.
CAPSTAR LEXINGTON COMPANY, L.L.C.
CAPSTAR MESA COMPANY, L.L.C.
CAPSTAR MORRISTOWN COMPANY, L.L.C.
CAPSTAR WINDSOR LOCKS COMPANY, L.L.C.
CAPSTAR ▇▇▇▇▇▇▇▇▇ COMPANY, L.L.C.
CAPSTAR LOUISVILLE COMPANY, L.L.C., each of the
above being a Delaware limited liability company
By: MeriStar Hospitality Operating Partnership, a
Delaware limited partnership, member
By: MeriStar Hospitality Corporation, its general
partner
By:____________________________________
Name:__________________________________
Title:_________________________________
[SIGNATURE PAGE OF FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED
CREDIT AGREEMENT]
CAPSTAR HOUSTON SW PARTNERS, L.P.
CAPSTAR MOCKINGBIRD PARTNERS, L.P.
CAPSTAR DALLAS PARTNERS, L.P., each of the above
being a Delaware limited partnership
CAPSTAR MEDALLION DALLAS PARTNERS, L.P.
CAPSTAR MEDALLION AUSTIN PARTNERS, L.P.
CAPSTAR MEDALLION HOUSTON PARTNERS, L.P.
CAPSTAR MEDALLION MIDLAND PARTNERS, L.P.,
each of the above being a Delaware limited partnership
MERISTAR SANTA ▇▇▇▇▇▇▇, L.P.
MERISTAR CATHEDRAL CITY, L.P.
MERISTAR LAJV, L.P., each of the above being a
Delaware limited partnership
By: MeriStar Hospitality Operating Partnership, a
Delaware limited partnership, general partner
By: MeriStar Hospitality Corporation, its general
partner
By:______________________________
Name:____________________________
Title:___________________________
[SIGNATURE PAGE OF FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED
CREDIT AGREEMENT]
HOTEL COLUMBIA COMPANY, a Maryland general
partnership
By: CapStar Columbia Company, a Delaware limited
liability company, partner
By: MeriStar Hospitality Operating Partnership,
a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, its
general partner
By:_________________________________________
Name:_______________________________________
Title:______________________________________
By: CapStar ▇▇▇▇▇▇ Park Company, L.L.C., a Delaware limited
liability company, partner
By: MeriStar Hospitality Operating Partnership, a
Delaware limited partnership, member
By: MeriStar Hospitality Corporation, its
general partner
By:_________________________________________
Name:_______________________________________
Title:______________________________________
[SIGNATURE PAGE OF FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED
CREDIT AGREEMENT]
BCHI ACQUISITION, LLC,
a Delaware limited liability company
By: AGH UPREIT LLC, member
By: MeriStar Hospitality
Corporation, member
By:_________________________________________
Name:_______________________________________
Title:______________________________________
By: MeriStar Hospitality Operating Partnership,
L.P., member
By: MeriStar Hospitality Corporation,
general partner
By:_________________________________________
Name:_______________________________________
Title:______________________________________
By: MeriStar Hospitality Operating Partnership,
L.P., member
By: MeriStar Hospitality Corporation,
general partner
By:_________________________________________
Name:_______________________________________
Title:______________________________________
[SIGNATURE PAGE OF FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR
SECURED CREDIT AGREEMENT]
3100 GLENDALE JOINT VENTURE,
an Ohio general partnership
By: AGH UPREIT LLC, partner
By: MeriStar Hospitality
Corporation, member
By:________________________________
Name:______________________________
Title:_____________________________
By: MeriStar Hospitality Operating Partnership,
L.P., member
By: MeriStar Hospitality
Corporation, general partner
By:________________________________
Name:______________________________
Title:_____________________________
By: MeriStar Hospitality Operating Partnership,
L.P., partner
By: MeriStar Hospitality
Corporation, general partner
By:________________________________
Name:______________________________
Title:_____________________________
[SIGNATURE PAGE OF FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED
CREDIT AGREEMENT]
MT. ARLINGTON NEW JERSEY, LLC,
a Delaware limited partnership
MDV LIMITED PARTNERSHIP,
a Texas limited partnership
183 HOTEL ASSOCIATES, LTD.,
a Texas limited partnership
455 MEADOWLANDS ASSOCIATES, LTD.
a Texas limited partnership
MADISON WASHINGTON ASSOCIATES
a Delaware limited partnership
LAKE BUENA VISTA PARTNERS, LTD.,
a Florida limited partnership
COCOA BEACH HOTELS, LTD.,
a Florida limited partnership
DURHAM I-85 LIMITED PARTNERSHIP,
a Delaware limited partnership
By: AGH UPREIT LLC, general partner
By: MeriStar Hospitality Corporation, member
By:____________________________________
Name:__________________________________
Title:_________________________________
By: MeriStar Hospitality Operating Partnership,
L.P., member
By: MeriStar Hospitality
Corporation, general partner
By:___________________________________
Name:_________________________________
Title:________________________________
[SIGNATURE PAGE OF FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED
CREDIT AGREEMENT]
75 ARLINGTON HEIGHTS LIMITED PARTNERSHIP, L.P., a
Delaware limited partnership
By: AGH 75 Arlington Heights LLC, a Delaware limited
liability company, general partner
By: MeriStar Hospitality Operating Partnership,
L.P., member
By: MeriStar Hospitality
Corporation, general partner
By:____________________________________
Name:__________________________________
Title:_________________________________
AGH 75 ARLINGTON HEIGHTS LLC, a Delaware limited
liability company
By: MeriStar Hospitality Operating Partnership, a
Delaware limited partnership, member
By: MeriStar Hospitality Corporation, its general
partner
By:____________________________________
Name:__________________________________
Title:_________________________________
AGH PSS I, INC., a Delaware corporation
By:____________________________________
Name:__________________________________
Title:_________________________________
MERISTAR HOTEL LESSEE, INC., a Delaware corporation
By:____________________________________
Name:__________________________________
Title:_________________________________
[SIGNATURE PAGE OF FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED
CREDIT AGREEMENT]
SOCIETE GENERALE, SOUTHWEST
AGENCY, individually and as Arranger
and Administrative Agent
By:________________________________
Name:______________________________
Title:_____________________________
[SIGNATURE PAGE OF FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED
CREDIT AGREEMENT]
BANKERS TRUST COMPANY, individually and
as Arranger and Syndication Agent
By:_______________________________
Name:_____________________________
Title:____________________________
[SIGNATURE PAGE OF FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED
CREDIT AGREEMENT]
▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION, individually and as
Documentation Agent
By:___________________________
Name:_________________________
Title:________________________
[SIGNATURE PAGE OF FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED
CREDIT AGREEMENT]
▇▇▇▇▇▇ COMMERCIAL PAPER INC.,
individually and as Arranger and
Documentation Agent
By:__________________________________________
Name:________________________________________
Title:_______________________________________
[SIGNATURE PAGE OF FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SECURED
CREDIT AGREEMENT]
LENDER:
_____________________________________________
By:__________________________________________
Name:________________________________________
Title:_______________________________________