exv10w18w1



 



Exhibit 10.18.1



FIRST AMENDMENT TO

SENIOR SECURED CREDIT AGREEMENT



     FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT (this “Amendment”),
dated as of August 15, 2002 (the “Amendment Date”), is among MERISTAR H & R
OPERATING COMPANY, L.P., a Delaware limited partnership, as the Borrower
(“Borrower”); the Guarantors; SOCIÉTÉ GÉNÉRALE, as Administrative Agent (the
“Administrative Agent”); and the Lenders a party hereto.


RECITALS:


     A.     The Borrower; the Administrative Agent; the Lenders and certain other
parties are party to that certain Senior Secured Credit Agreement dated as of
July 31, 2002 (the “Original Credit Agreement”).


     B.     The parties hereto desire to amend the Original Credit Agreement and
the other Credit Documents (as defined in the Original Credit Agreement) as
hereinafter 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 Original Credit Agreement.


     2.     This Amendment shall become effective as of the Amendment Date if on or
prior to the close of business on August 30, 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 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.



 






 







	 	d.	 	MHC Indebtedness. The documents evidencing the MHC
Indebtedness shall be amended to permit the matters contemplated by
this Amendment in a manner reasonably satisfactory to the
Administrative Agent.



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 Société Generale for costs and expenses
incurred in connection with this Amendment.


     3.     The term “Credit Agreement” as used in the Credit Documents, shall mean
the Original Credit Agreement, as amended by this Amendment.


     4.     From and after the Amendment Date, Section 4.08(a) of the Original
Credit Agreement is amended by deleting the word “and” immediately prior to
clause (v) and adding at the end of such paragraph immediately prior to the
period the phrase “, and (vi) the repurchase of the Parent’s currently
outstanding common stock as permitted by the provisions of Section 6.04(h)”.
From and after the Amendment Date, Section 4.08(b) of the Original Credit
Agreement is amended by adding after the first use of the phrase “Margin Stock”
the phrase “(excluding the repurchase of the Parent’s currently outstanding
common stock as permitted by the provisions of Section 6.04(h)”.


     5.     From and after the Amendment Date, Section 6.04 of the Original Credit
Agreement is amended by deleting the word “and” at the end of paragraph (f),
replacing the period at the end of paragraph (g) with the phrase “; and” and by
adding a new paragraph (h) which reads as follows:



		
	 	     “(h) provided that (i) no monetary Default or Default in the
covenants set forth in Article VII has occurred and is continuing or
would result therefrom, (ii) on the date of such Restricted Payment after
taking into account such Restricted Payment (A) the Leverage Ratio shall
be less than 4.50 to 1.00 and (B) the Senior Leverage Ratio shall be less
than 2.75 to 1.00, and (iii) no Material Adverse Change has occurred,
the Parent shall be entitled to repurchase up to $5,000,000 in the
aggregate of the Parent’s currently outstanding common stock. Within ten
(10) Business Days of any such Restricted Payments in the aggregate
reaching increments of $250,000 (i.e., $250,000, $500,000, $750,000) the
Borrower shall execute and deliver to the Administrative Agent an
Adjustment Report dated as of the date of reaching such Restricted
Payment increment which takes into account such Restricted Payments. To
the extent that the Parent reaches multiple $250,000 increments over any
ten (10) Business Day period, then an Adjustment Report need only be
provided as of the date of the reaching the last such $250,000 increment
in such ten (10) Business Day period. In addition, any Compliance
Certificate delivered by the Borrower shall state the dollar amount of
such Restricted Payments made in the Rolling Period covered by such
Compliance Certificate and the amount of all such Restricted Payments in
the aggregate.”



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     6.     Each party hereto represents to the other parties hereto that such
party is authorized to execute this Amendment. In addition, the Borrower and
the Guarantors represent and warrant to the Lenders and the Administrative
Agent 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.


     7.     This Amendment may be executed in multiple counterparts, each of which
shall be an original, but all of which shall constitute but one Amendment.


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[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]


EXECUTED as of the date first referenced above.




	 
	BORROWER:
	 
	MERISTAR H & R OPERATING COMPANY, L.P.
	 
	By:          Interstate Hotels & Resorts, Inc.

(fka MeriStar Hotels & Resorts,

Inc.), its general partner
	 
	By:        /s/ James A. Calder



Name:          James A. Calder



Title:         CFO















 






 




	 
	[SIGNATURE PAGE OF FIRST AMENDMENT TO

SENIOR SECURED CREDIT AGREEMENT]
	 
	SOCIÉTÉ GÉNÉRALE, individually as a

Lender and as Administrative Agent, the

Issuing Bank and the Alternate Currency

Swing Line Lender
	 
	By:         /s/ Thomas K. Day



Name:         Thomas K. Day



Title:        Managing Director







 






 



[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]




	 
	CITICORP REAL ESTATE, INC.
	 
	By: /s/ Michael S. Chlopak



Name:         Michael S. Chlopak



Title:








 






 




[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]




	 
	LEHMAN COMMERCIAL PAPER INC.
	 
	By:         /s/ Francis X Gilhool



Name:         Francis X Gilhool



Title:        Authorized Signatory







 






 



[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]




	 
	CREDIT LYONNAIS NEW YORK BRANCH,

individually as a Lender and as

Documentation Agent
	 
	By:           /s/ David Bowers



	Name:     David Bowers



	Title:       Vice President







 






 



[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]




	 
	THE BANK OF NOVA SCOTIA, acting through its

New York Agency
	 
	By:         /s/ T.J. McNaught



Name:         T.J. McNaught



Title:        Director







 






 



[SIGNATURE PAGE OF FIRST AMENDMENT TO 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 Security Agreement, the Environmental
Indemnification Agreement and the Guaranty and Contribution Agreement (the
“Guaranty”) executed by the Guarantors each dated July 31, 2002 remain in full
force and effect, and further 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:
	 
	INTERSTATE HOTELS & RESORTS, INC.

a Delaware corporation
	 
	By:         /s/ James A. Calder



Name:          James A. Calder



Title:         CFO








 






 



     [SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]




	 
	BRIDGESTREET CORPORATE HOUSING WORLDWIDE, INC.

a Delaware corporation
	 
	By:         /s/ James A. Calder



Name:          James A. Calder



Title:         CFO



	 
	MERISTAR MANAGEMENT (CANMORE) LTD.

a British Columbia (Canada) corporation
	 
	By:         /s/ James A. Calder



Name:          James A. Calder



Title:         CFO



	 
	MERISTAR MANAGEMENT

(VANCOUVER-METRTOWN) LTD.

a British Columbia (Canada) corporation
	 
	By:         /s/ James A. Calder



Name:          James A. Calder



Title:         CFO



	 
	BRIDGESTREET CANADA, INC.

an Ontario (Canada) corporation
	 
	By:         /s/ James A. Calder



Name:          James A. Calder



Title:         CFO



	 
	BRIDGESTREET ACCOMMODATIONS, LTD.

Incorporated under the laws of England and Wales
	 
	By:         /s/ James A. Calder



Name:          James A. Calder



Title:         CFO







 






 


[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]






	 
	BRIDGESTREET ACCOMMODATIONS

LONDON LIMITED

Incorporated under the laws of England and Wales
	 
	By:         /s/ James A. Calder



Name:          James A. Calder



Title:         CFO



	 
	BRIDGESTREET WARDROBE PLACE LIMITED

Incorporated under the laws of England and Wales
	 
	By:         /s/ James A. Calder



Name:          James A. Calder



Title:         CFO



	 
	LORYT(1) LIMITED

Incorporated under the laws of England and Wales
	 
	By:         /s/ James A. Calder



Name:          James A. Calder



Title:         CFO



	 
	APALACHEE BAY SAS

Incorporated under the laws of France
	 
	By:         /s/ James A. Calder



Name:          James A. Calder



Title:         CFO







 






 




[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]




	 
	MERISTAR MANAGEMENT COMPANY, L.L.C.

a Delaware limited liability company
	 
	MERISTAR AGH COMPANY, L.L.C.

a Delaware limited liability company
	 
	CAPSTAR WINSTON COMPANY, L.L.C.

a Delaware limited liability company
	 
	CAPSTAR BK COMPANY, L.L.C.

a Delaware limited liability company
	 
	CAPSTAR KCII COMPANY, L.L.C.

a Delaware limited liability company
	 
	CAPSTAR WYANDOTTE COMPANY, L.L.C.

a Delaware limited liability company
	 
	CAPSTAR ST. LOUIS COMPANY, L.L.C.

a Delaware limited liability company
	 
	MERISTAR LAUNDRY, L.L.C.

a Delaware limited liability company
	 
	MERISTAR PRESTON CENTER, L.L.C.

a Delaware limited liability company
	 
	MERISTAR HGI COMPANY, L.L.C.

a Delaware limited liability company
	 
	MERISTAR STORRS COMPANY, L.L.C.

a Delaware limited liability company
	 
	MERISTAR VACATIONS, L.L.C.

a Delaware limited liability company
	 
	THE NETEFFECT STRATEGIC ALLIANCE, LLC

a Delaware limited liability company
	 
	MERISTAR FLAGSTONE, LLC

a Delaware limited liability company
	 
	By:      MeriStar H & R Operating Company, L.P.

a Delaware limited partnership, its managing member
	 




	By:   Interstate Hotels & Resorts, Inc.

a Delaware corporation, its general partner
	 
	By:     /s/ James A. Calder



Name:       James A. Calder



Title:      CFO








 






 




[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]




	 
	BRIDGESTREET MARYLAND, LLC

a Delaware limited liability company
	 
	BRIDGESTREET MINNEAPOLIS, LLC

a Delaware limited liability company
	 
	BRIDGESTREET MIDWEST, LLC

a Delaware limited liability company
	 
	BRIDGESTREET ARIZONA, LLC

a Delaware limited liability company
	 
	BRIDGESTREET NEVADA, LLC

a Delaware limited liability company
	 
	BRIDGESTREET SOUTHWEST, LLC

a Delaware limited liability company
	 
	BRIDGESTREET OHIO, LLC

a Delaware limited liability company
	 
	BRIDGESTREET CALIFORNIA, LLC

a Delaware limited liability company
	 
	BRIDGESTREET COLORADO, LLC

a Delaware limited liability company
	 
	BRIDGESTREET NORTH CAROLINA, LLC

a Delaware limited liability company
	 
	BRIDGESTREET RALEIGH, LLC

a Delaware limited liability company
	 
	By:      MeriStar H & R Operating Company, L.P.

a Delaware limited partnership, their sole member



	 
	By:   Interstate Hotels & Resorts, Inc.

a Delaware corporation, its general partner
	 
	By:    /s/ James A. Calder



Name:      James A. Calder



Title:     CFO






 






 





[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]





	 
	BRIDGESTREET TEXAS, L.P.

a Delaware limited partnership
	 
	By:    BridgeStreet Nevada, LLC

a Delaware limited liability company, its partner
	 



	By:  MeriStar H & R Operating Company, L.P.

a Delaware limited partnership, its member



	 
	By:    Interstate Hotels & Resorts, Inc.



a Delaware corporation, its



general partner






	 
	By:   /s/ James A. Calder



Name:     James A. Calder



Title:     CFO



	 
	By:  BridgeStreet Arizona, LLC

a Delaware limited liability company, its partner



	 
	By:  MeriStar H & R Operating Company, L.P.

a Delaware limited partnership, its member


	 
	By:  Interstate Hotels & Resorts, Inc.

a Delaware corporation, its

general partner
	 
	By:   /s/ James A. Calder



Name:     James A. Calder



Title:       CFO







 






 



[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]



	 
	INTERSTATE HOTELS COMPANY

a Delaware corporation
	 
	INTERSTATE INVESTMENT CORPORATION

a Delaware corporation
	 
	INTERSTATE PARTNER CORPORATION

a Delaware corporation
	 
	INTERSTATE PROPERTY CORPORATION

a Delaware corporation
	 
	INTERSTATE/KP HOLDING CORPORATION

a Delaware corporation
	 
	NORTHRIDGE HOLDINGS, INC.

a Delaware corporation
	 
	IHC HOLDINGS, INC.

a Delaware corporation
	 
	INTERSTATE MEMBER INC.

a Delaware corporation
	 
	CROSSROADS HOSPITALITY MANAGEMENT

COMPANY

a Delaware corporation
	 
	COLONY HOTELS AND RESORTS COMPANY

a Delaware corporation
	 
	By:     /s/ James A. Calder



Name:       James A. Calder



Title:      CFO



	 
	NORTHRIDGE INSURANCE COMPANY

a corporation organized under the laws of the Cayman Islands
	 
	By:   /s/ James A. Calder



Name:     James A. Calder



Title:    CFO







 






 



[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]




	 
	INTERSTATE PROPERTY PARTNERSHIP, L.P.

a Delaware limited partnership
	 
	By:      Interstate Property Corporation

a Delaware corporation, its general partner


	 
	By:    /s/ James A. Calder



Name:      James A. Calder



Title:     CFO





	 
	INTERSTATE/DALLAS GP, L.L.C.

a Delaware limited liability company
	 
	By:      Interstate Property Corporation

a Delaware corporation, its managing member


	 
	By:    /s/ James A. Calder



Name:      James A. Calder



Title:     CFO





	 
	INTERSTATE KISSIMMEE PARTNER, L.P.

a Delaware limited partnership
	 
	By:      Interstate/KP Holding Corporation

a Delaware corporation, its general partner


	 
	By:    /s/ James A. Calder



Name:      James A. Calder



Title:     CFO







 






 



[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]



	 
	INTERSTATE PITTSBURGH HOLDINGS, L.L.C.

a Delaware limited liability company
	 
	INTERSTATE MANCHESTER COMPANY, L.L.C.

a Delaware limited liability company
	 
	By:   Interstate Property Partnership, L.P.

a Delaware limited liability company, their sole member


	 
	By:     Interstate Property Corporation

a Delaware corporation, its general partner


	 
	By:   /s/ James A. Calder



Name:     James A. Calder



Title:    CFO





	 
	INTERSTATE HOUSTON PARTNER, L.P.

a Delaware limited partnership
	 
	INTERSTATE/DALLAS PARTNERSHIP, L.P.

a Delaware limited partnership
	 
	By:      Interstate Property Corporation

a Delaware corporation, their general partner


	 
	By:    /s/ James A. Calder



Name:      James A. Calder



Title:     CFO









	 
	INTERSTATE HOTELS, LLC

a Delaware limited liability company
	 
	By:      Northridge Holdings, Inc.

a Delaware corporation, its managing member


	 
	By:     /s/ James A. Calder



Name:       James A. Calder



Title:      CFO







 






 



[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]




	 
	CONTINENTAL DESIGN AND SUPPLIES COMPANY, L.L.C.

a Delaware limited liability company
	 
	IHC MOSCOW SERVICES, L.L.C.

a Delaware limited liability company
	 
	PAH-HILLTOP GP, LLC

a Delaware limited liability company
	 
	PAH-CAMBRIDGE HOLDINGS, LLC

a Delaware limited liability company
	 
	CROSSROADS HOSPITALITY COMPANY, L.L.C.

a Delaware limited liability company
	 
	IHC INTERNATIONAL DEVELOPMENT (UK), L.L.C.

a Delaware limited liability company
	 
	IHC SERVICES COMPANY, L.L.C.

a Delaware limited liability company
	 
	CROSSROADS HOSPITALITY TENANT COMPANY, L.L.C.

a Delaware limited liability company
	 
	By:   Interstate Hotels, LLC

a Delaware limited liability company, their

managing member


	 
	By:   Northridge Holdings, Inc.

a Delaware corporation, its managing member


	 
	By:    /s/ James A. Calder



Name:      James A. Calder



Title:     CFO







 






 



[SIGNATURE PAGE OF FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT]





	 
	HILLTOP EQUIPMENT LEASING COMPANY, L.P.

a Delaware limited partnership
	 
	By:   PAH-Hilltop GP, LLC

a Delaware limited liability company, its general partner
	 
	By: Interstate Hotels, LLC

a Delaware limited liability

company, its sole member


	 
	By: Northridge Holdings, Inc.

a Delaware corporation, its

managing member


	 
	By:    /s/ James A. Calder



Name:      James A. Calder



Title:     CFO