1 Exhibit 10.2 SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of April 30, 1998, among STARWOOD HOTELS & RESORTS, a Maryland real estate investment trust ("Starwood REIT"), SLT REALTY LIMITED...
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Exhibit 10.2
SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated
as of April 30, 1998, among STARWOOD HOTELS & RESORTS, a Maryland real estate
investment trust ("Starwood REIT"), SLT REALTY LIMITED PARTNERSHIP, a Delaware
limited partnership ("SLT RLP"), STARWOOD HOTELS & RESORTS WORLDWIDE, INC., a
Maryland corporation (the "Corporation"), ITT CORPORATION, a Nevada corporation
("ITT" and, together with Starwood REIT, SLT RLP and the Corporation, the
"Borrowers") the lenders from time to time party to the Credit Agreement
referred to below (the "Lenders"), BANKERS TRUST COMPANY and THE CHASE MANHATTAN
BANK, as Administrative Agents (in such capacity, the "Administrative Agents")
and XXXXXX COMMERCIAL PAPER INC. and BANK OF MONTREAL, as Syndication Agents (in
such capacity, the "Syndication Agents"). Unless otherwise defined herein, all
capitalized terms used herein shall have the respective meanings provided such
terms in the Credit Agreement referred to below.
W I T N E S S E T H:
WHEREAS, the Borrowers, the Lenders, the Administrative Agents
and the Syndication Agents are parties to a Credit Agreement, dated as of
February 23, 1998 (as amended, modified or supplemented to the date hereof, the
"Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement
as herein provided;
NOW, THEREFORE, it is agreed:
I. AMENDMENTS TO THE CREDIT AGREEMENT
A. Section 9.03(iv)(y) of the Credit Agreement is hereby
amended by deleting the $50,000,000 amount set forth therein and inserting in
lieu thereof $135,000,000.
II. MISCELLANEOUS PROVISIONS
A. In order to induce the Lenders to enter into this
Amendment, each of the Borrowers hereby represents and warrants that:
1. no Default or Event of Default exists as of the
Amendment Effective Date (as hereinafter defined), both before and
after giving effect to this Amendment; and
2. all of the representations and warranties
contained in the Credit Agreement and the other Credit Documents are
true and correct in all material respects as of the Amendment Effective
Date, both before and after giving effect to this Amendment, with the
same effect as though such representations and warranties had been made
on and as of the Amendment Effective Date (it being understood that any
representation or
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warranty made as of a specific date shall be true and correct in all
material respects as of such specific date).
B. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
C. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrowers and the Paying Agent.
D. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK.
E. This Amendment shall become effective on the date (the
"Amendment Effective Date") when each of the Borrowers and the Required Lenders
shall have signed a counterpart hereof (whatever the same or different
counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Paying Agent at its Notice Office.
F. From and after the Amendment Effective Date, all references
in the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement as modified
hereby.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
STARWOOD HOTELS & RESORTS,
a Maryland real estate investment trust
By:
-----------------------------------
Name:
Title:
STARWOOD HOTELS & RESORTS
WORLDWIDE, INC., a Maryland
corporation
By:
-----------------------------------
Name:
Title:
SLT REALTY LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Starwood Hotels & Resorts, a Maryland
real estate investment trust, its general
partner
By:
-----------------------------------
Name:
Title:
ITT CORPORATION, a Nevada corporation
By:
-----------------------------------
Name:
Title:
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BANKERS TRUST COMPANY, Individually
and as Administrative Agent and as Paying
Agent
By:__________________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
Individually and as Administrative Agent
By:__________________________________
Name:
Title:
XXXXXX COMMERCIAL PAPER INC.,
Individually and as Syndication Agent
By:__________________________________
Name:
Title:
5
BANK OF MONTREAL, CHICAGO BRANCH
Individually and as Syndication Agent
By:
--------------------------------------
Name:
Title:
ARAB BANKING CORPORATION (B.S.C.)
By:
--------------------------------------
Name:
Title:
BANCA POPOLARE DI MILANO
By:
--------------------------------------
Name:
Title:
By:
--------------------------------------
Name:
Title:
BANKBOSTON, N.A.
By:
--------------------------------------
Name:
Title:
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BANK LEUMI USA
By:
--------------------------------------
Name:
Title:
0
XXX XXXX XX XXXXX-XXXXXXXXXX,
XXXXXXX, XXX XXXX BRANCH
By:
----------------------------------
Name:
Title:
BANK POLSKA KASA OPIEKI S.A. -
PEKAO S.A. GROUP, NEW YORK
BRANCH
By:
----------------------------------
Name:
Title:
BANQUE PARIBAS
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
BANQUE WORMS CAPITAL CORP.
By:
----------------------------------
Name:
Title:
BEAR XXXXXXX INVESTMENT
PRODUCTS INC.
By:
----------------------------------
Name:
Title:
8
BARCLAYS BANK PLC
By:
---------------------------
Name:
Title:
XXXXX XXX COMMERCIAL BANK,
LTD., NEW YORK BRANCH
By:
---------------------------
Name:
Title:
XXXXX XXXX BANK CO., LTD. NEW
YORK AGENCY
By:
---------------------------
Name:
Title:
CIBC INC.
By:
---------------------------
Name:
Title:
9
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By:
----------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON
By:
----------------------------------
Name:
Title:
By:
----------------------------------
Name:
Title:
10
CREDITO ITALIANO
By:
------------------------------
Name:
Title:
By:
------------------------------
Name:
Title:
DEUTSCHE BANK AG NEW YORK
AND/OR CAYMAN ISLANDS BRANCH
By:
------------------------------
Name:
Title:
By:
------------------------------
Name:
Title:
ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG
By:
------------------------------
Name:
Title:
By:
------------------------------
Name:
Title:
11
FIRST COMMERCIAL BANK
By:
-----------------------------------
Name:
Title:
FIRST SECURITY BANK, N.A.
By:
-----------------------------------
Name:
Title:
FLEET BANK, N.A.
By:
-----------------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL
CORPORATION
By:
-----------------------------------
Name:
Title:
XXXXXXX XXXXX CREDIT PARTNERS
L.P.
By:
-----------------------------------
Name:
Title:
12
GULF INTERNATIONAL BANK B.S.C.
By:
------------------------------------
Name:
Title:
XXX XXX COMMERCIAL BANK, LTD.
NEW YORK AGENCY
By:
------------------------------------
Name:
Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, NEW YORK BRANCH
By:
------------------------------------
Name:
Title:
ISTITUTO BANCARIO DI TORINO SpA
By:
------------------------------------
Name:
Title:
LAND BANK OF TAWAIN, LOS ANGELES
BRANCH
By:
------------------------------------
Name:
Title:
13
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD
By:
----------------------------------------
Name:
Title:
MITSUBISHI TRUST & BANKING
CORPORATION
By:
----------------------------------------
Name:
Title:
NATIONSBANK, N.A.
By:
----------------------------------------
Name:
Title:
14
THE ROYAL BANK OF SCOTLAND, PLC
By:
----------------------------------
Name:
Title:
SOCIETE GENERALE, SOUTHWEST
AGENCY
By:
----------------------------------
Name:
Title:
SOUTHERN PACIFIC BANK
By:
----------------------------------
Name:
Title:
THE SUMITOMO BANK, LIMITED, NEW
YORK BRANCH
By:
----------------------------------
Name:
Title:
WACHOVIA BANK, N.A.
By:
----------------------------------
Name:
Title:
15
WESTDEUTSCHE LANDESBANK
GIROZENTRALE
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
