EX-10.2.5 24 dex1025.txt EXHIBIT 10.2.5 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; Lehman Commercial Paper Inc., as Arranger and Documentation Agent; Wells 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 LATHAM 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 PEDRO COMPANY, L.L.C. CAPSTAR FRAZER 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 ROLAND 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 FORRESTAL 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 BARBARA, 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 Roland 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] WELLS 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] LEHMAN 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:_______________________________________