exv10w2



 






Exhibit 10.2




SECOND AMENDMENT TO

AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT




     SECOND AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (this “Amendment”),
dated as of May 2, 2005 (the “Amendment Date”), is among INTERSTATE OPERATING COMPANY, L.P., a
Delaware limited partnership, as the Borrower (“Borrower”); the Guarantors; and SOCIETE GENERALE,
as Administrative Agent (the “Administrative Agent”) on behalf of the Lenders.



RECITALS:




     A.     The Borrower; the Administrative Agent; the Lenders and certain other parties are party to
that certain Amended and Restated Senior Secured Credit Agreement dated as of January 14, 2005, as
amended by First Amendment to Amended and Restated Senior Secured Credit Agreement dated as of
February 4, 2005 (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 May 15, 2005 (the “Termination Date”) the following conditions precedent have been
satisfied:




	 	a.	 	Documentation. The Administrative Agent shall have received (i)
counterparts of this Amendment executed by the Borrower, the Guarantors and the
Administrative Agent on behalf of the Lenders and (ii) a written consent to this
Amendment from the Required Lenders, substantially in the form of Exhibit A.






	 	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.




 









 










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 the
Administrative Agent 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.     The following definition shall be added to the Credit Agreement in the correct alphabetical
order:




      “Restricted Additional Indebtedness Period” means the portion of any
period indicated in the following chart for which the Leverage Ratio exceeds the amount
set forth in such chart for such period:



	 	 	 	 	 
	Beginning Date of Applicable Period	 	Ending Date of Applicable Period	 	Leverage Ratio
	 
	 	 	 	 
	Closing Date

	 	The day immediately prior
to the Status Reset Date
following the Fiscal
Quarter ending March 31,
2005
	 	3.75 to 1.00
	 
	 	 	 	 
	The Status Reset Date
following the Fiscal
Quarter ending March 31,
2005

	 	The day immediately prior
to the Status Reset Date
following the Fiscal
Quarter ending December
31, 2005
	 	3.50 to 1.00
	 
	 	 	 	 
	The Status Reset Date
following the Fiscal
Quarter ending December
31, 2005

	 	No ending date
	 	3.00 to 1.00






     5.     Clause (ii) in paragraph (a) of the definition of “Repayment Event” is amended by adding
the phrase “the incurrence of Permitted Non-Recourse Designated Entity Indebtedness, and, if no
Restricted Additional Indebtedness Period exists or would result therefrom, then” at the beginning
of such clause.



     6.     Clause (A) of Section 2.01(c)(i) is amended by adding the phrase “or Restricted Additional
Indebtedness Period” after the word “Default” in such clause.



-2-









 





     7.     Section 7.02 of the Credit Agreement is deleted in its entirety and replaced with
the following:




      Section 7.02 Leverage Ratio. The Parent shall not on any date permit the
Leverage Ratio to exceed during the applicable period indicated in the following chart the
amount set forth in such chart for such period:



	 	 	 	 	 
	Beginning Date of Applicable Period	 	Ending Date of Applicable Period	 	Leverage Ratio
	 
	 	 	 	 
	Closing Date

	 	The day immediately prior
to the Status Reset Date
following the Fiscal
Quarter ending March 31,
2005
	 	4.50 to 1.00
	 
	 	 	 	 
	The Status Reset Date
following the Fiscal
Quarter ending March 31,
2005

	 	The day immediately prior
to the Status Reset Date
following the Fiscal
Quarter ending June 30,
2005
	 	4.00 to 1.00
	 
	 	 	 	 
	The Status Reset Date
following the Fiscal
Quarter ending June 30,
2005

	 	The day immediately prior
to the Status Reset Date
following the Fiscal
Quarter ending September
30, 2005
	 	3.75 to 1.00
	 
	 	 	 	 
	The Status Reset Date
following the Fiscal
Quarter ending September
30, 2005

	 	The day immediately prior
to the Status Reset Date
following the Fiscal
Quarter ending December
31, 2005
	 	3.50 to 1.00
	 
	 	 	 	 
	The Status Reset Date
following the Fiscal
Quarter ending December
31, 2005

	 	No ending date
	 	3.00 to 1.00






     8.     Societe Generale’s address under the Credit Documents in its capacity as the Administrative
Agent, an Issuing Bank and a Lender is hereby changed to 1221 Avenue of the Americas, New York, New
York 10020, Attention: Mr. Jerry Parisi.



     9.     Each party hereto represents to the other parties hereto and the Lenders 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



-3-









 







counterclaims with respect to their respective obligations under the Credit Documents as
of the Amendment Date.



     10.     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.



-4-









 




[SIGNATURE PAGE OF SECOND AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT
AGREEMENT]




EXECUTED as of the date first referenced above.




	 	 	 	 	 	 	 
	 	 	BORROWER:
	 
	 	 	 	 	 	 
	 	 	INTERSTATE OPERATING COMPANY, L.P.
	 
	 	 	 	 	 	 
	 	 	By:	 	Interstate Hotels & Resorts, Inc., its general partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Christopher L. Bennett
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	 Christopher L. Bennett
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Senior Vice President and General Counsel
	 

	 	 	 	 	 	 





 









 





[SIGNATURE PAGE OF SECOND AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT
AGREEMENT]




	 	 	 	 	 
	 	 	SOCIÉTÉ GÉNÉRALE, individually as a Lender
and as Administrative Agent and the Bank
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jerry Parisi
	 

	 	 	 	 
	 

	 	Name:
	 	Jerry Parisi
	 

	 	 	 	 
	 

	 	Title:
	 	MANAGING DIRECTOR
	 

	 	 	 	 





 









 






[SIGNATURE PAGE OF SECOND AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT
AGREEMENT]




CONSENT AND RATIFICATION




     The Guarantors join in and consent to the terms and provisions of the attached Amendment and
agree that the Amended and Restated Security Agreement, the Environmental Indemnification Agreement
and the Amended and Restated Guaranty and Contribution Agreement (the “Guaranty”) to which each of
the Guarantors is a party each dated January 14, 2005 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 Consent and Ratification is dated as of the date of the Amendment.



	 	 	 	 	 
	 	 	GUARANTORS:
	 
	 	 	 	 
	 	 	INTERSTATE HOTELS
& RESORTS, INC.

a Delaware corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Christopher L. Bennett
	 

	 	 	 	 
	 

	 	Name:
	 	Christopher L. Bennett
	 

	 	 	 	 
	 

	 	Title:
	 	Senior Vice President and General Counsel
	 

	 	 	 	 





 









 






	 	 	 	 	 
	 	 	BRIDGESTREET CORPORATE HOUSING 
WORLDWIDE, INC.

a Delaware corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Christopher L. Bennett
	 

	 	 	 	 
	 

	 	Name:
	 	Christopher L. Bennett
	 

	 	 	 	 
	 

	 	Title:
	 	Secretary
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	MERISTAR MANAGEMENT (CANMORE) LTD.

a British Columbia (Canada) corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Christopher L. Bennett
	 

	 	 	 	 
	 

	 	Name:
	 	Christopher L. Bennett
	 

	 	 	 	 
	 

	 	Title:
	 	Secretary
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	MERISTAR MANAGEMENT 
(VANCOUVER-METRTOWT) LTD.

a British Columbia (Canada) corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Christopher L. Bennett
	 

	 	 	 	 
	 

	 	Name:
	 	Christopher L. Bennett
	 

	 	 	 	 
	 

	 	Title:
	 	Secretary
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	BRIDGESTREET ACCOMMODATIONS, LTD.

Incorporated under the laws of England and Wales
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Christopher L Bennett
	 

	 	 	 	 
	 

	 	Name:
	 	Christopher L. Bennett
	 

	 	 	 	 
	 

	 	Title:
	 	Director
	 

	 	 	 	 





 









 






	 	 	 	 	 
	 	 	BRIDGESTREET
ACCOMMODATION
LONDON LIMITED

Incorporated under the laws of England and Wales
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Christopher L. Bennett
	 

	 	 	 	 
	 

	 	Name:
	 	Christopher L. Bennett
	 

	 	 	 	 
	 

	 	Title:
	 	Director
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	BRIDGESTREET WARDROBE PLACE LIMITED

Incorporated under the laws of England and Wales
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Christopher L. Bennett
	 

	 	 	 	 
	 

	 	Name:
	 	Christopher L. Bennett
	 

	 	 	 	 
	 

	 	Title:
	 	Director
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	LORYT(1) LIMITED

Incorporated under the laws of England and Wales
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Christopher L. Bennett
	 

	 	 	 	 
	 

	 	Name:
	 	Christopher L. Bennett
	 

	 	 	 	 
	 

	 	Title:
	 	Director
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	APALACHEE BAY SAS

Incorporated under the laws of France
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Christopher L. Bennett
	 

	 	 	 	 
	 

	 	Name:
	 	Christopher L. Bennett
	 

	 	 	 	 
	 

	 	Title:
	 	Secretary
	 

	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 
	 	 	MERISTAR MANAGEMENT COMPANY, L.L.C.

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

a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 
	 	 	THE NETEFFECT STRATEGIC ALLIANCE, LLC

a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 
	 	 	INTERSTATE NHF, LLC

a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Interstate Operating Company, L.P.

a Delaware limited partnership, its managing member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Interstate Hotels & Resorts, Inc.

a Delaware corporation, its general partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Christopher L. Bennett
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Christopher L. Bennett
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	Senior Vice President and General Counsel
	 

	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 
	 	 	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 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 North Carolina limited liability company
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Interstate Operating Company, L.P.

a Delaware limited partnership, their sole member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Interstate Hotels & Resorts, Inc.

a Delaware corporation, its general partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Christopher L. Bennett
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Christopher L. Bennett
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	Senior Vice President and General Counsel
	 

	 	 	 	 	 	 	 	 





 









 






	 	 	 	 	 
	 	 	INTERSTATE HOTELS COMPANY

a Delaware corporation
	 
	 	 	 	 
	 	 	INTERSTATE INVESTMENT CORPORATION 

a Delaware corporation
	 
	 	 	 	 
	 	 	INTERSTATE PARTNER CORPORATION

a Delaware corporation
	 
	 	 	 	 
	 	 	INTERSTATE PROPERTY 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
	 
	 	 	 	 
	 	 	SUNSTONE HOTEL PROPERTIES, INC.

a Colorado corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Christopher L. Bennett
	 

	 	 	 	 
	 

	 	Name:
	 	Christopher L. Bennett
	 

	 	 	 	 
	 

	 	Title:
	 	Secretary
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	NORTHRIDGE INSURANCE COMPANY

a corporation organized under the laws of the Cayman Islands
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Christopher L. Bennett
	 

	 	 	 	 
	 

	 	Name:
	 	Christopher L. Bennett
	 

	 	 	 	 
	 

	 	Title:
	 	Director
	 

	 	 	 	 





 









 






	 	 	 	 	 	 	 
	 	 	INTERSTATE PROPERTY PARTNERSHIP, L.P.

a Delaware limited partnership
	 
	 	 	 	 	 	 
	 	 	By:	 	Interstate Property Corporation

a Delaware corporation, its general partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Christopher L. Bennett
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Christopher L. Bennett
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Senior Vice President and General Counsel
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	INTERSTATE/DALLAS GP, L.L.C.

a Delaware limited liability company
	 
	 	 	 	 	 	 
	 	 	By:	 	Interstate Property Corporation

a Delaware corporation, its managing member
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Christopher L. Bennett
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Christopher L. Bennett
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Senior Vice President and General Counsel
	 

	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 
	 	 	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/ Christopher L. Bennett
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Christopher L. Bennett
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	Senior Vice President and General Counsel
	 

	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 
	 	 	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/ Christopher L. Bennett
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Christopher L. Bennett
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Senior Vice President and General Counsel
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	INTERSTATE HOTELS, LLC

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

a Delaware corporation, its managing member
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Christopher L. Bennett
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Christopher L. Bennett
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Secretary
	 

	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 	 	 
	 	 	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 MOSCOW SERVICES, LLC

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

a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Interstate Hotels, LLC

a Delaware limited liability company, their managing member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Northiidge Holdings, Inc.

a Delaware corporation, its managing member
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Christopher L. Bennett
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Christopher L. Bennett
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	Secretary