Exhibit 4.5.2
FIRST SUPPLEMENTAL INDENTURE
This "Supplemental Indenture", dated as of December 19, 2001,
among MeriStar Hospitality Operating Partnership (the "Company"), MeriStar
Hospitality Finance Corp. ("MeriStar Finance," and together with the Company,
the "Issuers"), MeriStar Hospitality Corporation (the "Parent"), the Subsidiary
Guarantors who are parties to the indenture referred to below, each of the
subsidiaries of the Company, indicated as New Guarantors on the signature pages
hereto (collectively, the "Guarantors" and each a "Guarantor") and U.S. Bank
Trust National Association, as trustee under the indenture referred to below
(the "Trustee").
W I T N E S S E T H
WHEREAS, the Issuers, the Parent and the Subsidiary Guarantors
parties thereto, have heretofore executed and delivered to the Trustee an
indenture (the "Indenture"), dated as of January 26, 2001, providing for the
issuance of up to an aggregate principal amount of $300,000,000 of 9% Senior
Notes due 2008 (the "2008 Notes") and up to an aggregate principal amount of
$200,000,000 of 9-1/8% Senior Notes due 2011 (the "2011 Notes" and, together
with the 2008 Notes, the "Notes");
WHEREAS, Section 4.15 of the Indenture provides that under
certain circumstances the Company and the Parent are required to cause the
Guarantors to execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guarantors shall unconditionally guarantee all of the
Issuers' Obligations under the Notes pursuant to a Guarantee on the terms and
conditions set forth herein;
WHEREAS, the Issuers intend to add Covenants to the Indenture to
provide additional rights and benefits to the Holders of the Notes; and
WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee
is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the Guarantor and the Trustee mutually covenant and agree for the equal and
ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.
2. AMENDMENTS TO THE INDENTURE.
2.1 Section 1.1 of the Indenture is hereby amended by adding
the following definition after the definition of "Credit Agreement":
"Credit Agreement - 4.12A and 4.18A" means the Second Amended
and Restated Credit Agreement, dated as of August 3, 1998 and subsequently
amended,
2
entered into between and among the Company and the lenders party thereto, and
any other senior debt facilities or commercial paper facilities with banks or
other institutional lenders providing for borrowings, receivables financings
(including through the sale of receivables to such lenders or to special purpose
entities formed to borrow from such lenders against such receivables) or letters
of credit, in each case as amended, modified, supplemented, restructured,
renewed, restated or extended, from time to time on one or more occasions;
provided that the term "Credit Agreement - 4.12 and 4.18" shall not include
Indebtedness described in clause (a) of the definition of "Non-Recourse
Indebtedness" and/or Indebtedness commonly known as "collateralized
mortgage-backed securities."
2.2 Article 4 of the Indenture is amended by adding the
following Sections 4.12A and 4.18A after Section 4.12 and 4.18, respectively:
4.12A. LIMITATION ON LIENS.
(a) Neither the Company nor the Parent shall, and neither the Company
nor the Parent shall permit any of their respective Restricted Subsidiaries to,
secure any Indebtedness under any Credit Agreement - 4.12A and 4.18A or any
other Indebtedness incurred pursuant to clause (b) of the second paragraph of
Section 4.9 by a Lien (other than a Stock Pledge) unless contemporaneously
therewith effective provision is made to secure the Notes equally and ratably
with the Indebtedness under such Credit Agreement - 4.12A and 4.18A or any such
other Indebtedness incurred pursuant to clause (b) of the second paragraph of
Section 4.9 (and any other senior Indebtedness outstanding with similar
provisions requiring the Company to equally and ratably secure such
Indebtedness) for so long as the Indebtedness under any such Credit Agreement -
4.12A and 4.18A or any other such Indebtedness incurred pursuant to clause (b)
of the second paragraph of Section 4.9 is secured by such Lien; provided,
however, that the Company, the Parent or any of their respective Restricted
Subsidiaries may secure with one or more Liens up to $300 million aggregate
principal amount of Indebtedness described in clause (a) of the definition of
"Non-Recourse Indebtedness" and/or Indebtedness commonly known as
"collateralized mortgage-backed securities," without making provision to equally
and ratably secure the Notes.
(b) Notwithstanding anything to the contrary, (i) the provisions of
this section shall not be applicable in the event, and only for so long as, the
Notes are rated Investment Grade and no Default or Event of Default has occurred
and is continuing and (ii) the provisions of this section shall not be
applicable in the event Section 4.12 becomes effective.
(c) If a Covenant Defeasance or a Legal Defeasance occurs pursuant to
Article VIII, the Issuers and Guarantors shall be released from all obligations,
if any, contained in this Section 4.12A.
3
4.18A. MAINTENANCE OF TOTAL UNENCUMBERED ASSETS.
The Company, the Parent and their respective Restricted
Subsidiaries shall maintain Total Unencumbered Assets of not less than 150% of
the aggregate outstanding principal amount of the Company's, the Parent's and
their respective Restricted Subsidiaries' senior Unsecured Indebtedness
(including amounts of Refinancing Indebtedness outstanding pursuant to clause
(e) of the second paragraph of Section 4.9 or otherwise); provided, however,
that this Section 4.18A shall not prohibit the incurrence of Secured
Indebtedness under the Credit Agreement - 4.12A and 4.18A; and provided further,
however, that, to the extent that the Notes are secured by any assets equally
and ratably with any other Indebtedness pursuant to Section 4.12 or Section
4.12A hereof, the related Lien or Liens on such assets securing the Notes and
such other Indebtedness shall be ignored when determining the amount of Total
Unencumbered Assets and senior Unsecured Indebtedness for purposes of this
Section 4.18A.
(b) Notwithstanding anything to the contrary, the provisions of
this section shall not be applicable in the event Section 4.18 becomes
effective.
(c) If a Covenant Defeasance or a Legal Defeasance occurs
pursuant to Article VIII, the Issuers and Guarantors shall be released from all
obligations, if any, contained in this Section 4.18A.
3. AGREEMENT TO GUARANTEE. The Guarantors hereby agrees, jointly
and severally with all other Guarantors, to guarantee the Issuers' obligations
under the Notes on the terms and subject to the conditions set forth in Article
10 of the Indenture and to be bound by all other applicable provisions of the
Indenture.
4. NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator, shareholder or agent of the
Guarantor, as such, shall have any liability for any obligations of any Issuer
or any Guarantor under the Notes, any Guarantees, the Indenture or this
Supplemental Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder of the Notes by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes. Such waiver or release may not be
effective to waive or release liabilities under the federal securities laws.
5. NEW YORK LAW TO GOVERN. The internal law of the State of New
York shall govern and be used to construe this Supplemental Indenture.
6. COUNTERPARTS. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.
7. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
4
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.
Issuers:
-------
MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership
By: MeriStar Hospitality Corporation,
as general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
MERISTAR HOSPITALITY FINANCE CORP.,
a Delaware corporation
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
Parent:
------
MERISTAR HOSPITALITY CORPORATION,
a Maryland corporation
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
--------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
5
Subsidiary Guarantors:
----------------------
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,
a Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
AGH PSS I, INC., a Delaware corporation
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
--------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
AGH UPREIT LLC, a Delaware limited liability company
By: MeriStar Hospitality Operating Partnership, L.P.,
a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: MeriStar Hospitality Corporation, a Maryland
corporation, member
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-----------------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
0
XXXXXXX XXXXXXX XX PARTNERS, L.P.
By: MeriStar Hospitality Operating Partnership, L.P.,
a Delaware limited partnership, general partner
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
CAPSTAR MEDALLION HOUSTON PARTNERS, L.P.
By: MeriStar Hospitality Operating Partnership, L.P.,
a Delaware limited partnership, general partner
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
CAPSTAR MEDALLION DALLAS PARTNERS, L.P.
By: MeriStar Hospitality Operating Partnership, L.P.,
a Delaware limited partnership, general partner
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
7
CAPSTAR MEDALLION AUSTIN PARTNERS, L.P.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, general
partner
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
--------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
CAPSTAR MIDLAND PARTNERS, L.P.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, general
partner
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
CAPSTAR DALLAS PARTNERS, L.P.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, general
partner
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
8
CAPSTAR MOCKINGBIRD PARTNERS, L.P.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, general
partner
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
EQUISTAR SCHAUMBURG COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
EQUISTAR BELLEVUE COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
EQUISTAR CLEVELAND COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
9
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
EQUISTAR XXXXXX COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
EQUISTAR VIRGINIA COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
EQUISTAR BALLSTON COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
10
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-----------------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
EQUISTAR SALT LAKE COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
------------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
EQUISTAR ATLANTA GP COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
------------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
EQUISTAR ATLANTA LP COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
------------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
11
CAPSTAR WASHINGTON COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
CAPSTAR CS COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
CAPSTAR SAN XXXXX COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
12
CAPSTAR LOUISVILLE COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
CAPSTAR LEXINGTON COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
CAPSTAR OKLAHOMA CITY COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
00
XXXXXXX XXXXXX XXXX COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
CAPSTAR XXXXXX COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
CAPSTAR KC COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
CAPSTAR NATIONAL AIRPORT COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
14
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
CAPSTAR GEORGETOWN COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
CAPSTAR JEKYLL COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
15
CAPSTAR DETROIT AIRPORT COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
CAPSTAR TUCSON COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
CAPSTAR MESA COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
CAPSTAR MORRISTOWN COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
16
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
CAPSTAR INDIANAPOLIS COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
CAPSTAR CHICAGO COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
------------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
17
CAPSTAR WINDSOR LOCKS COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
CAPSTAR HARTFORD COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
CAPSTAR CROSS KEYS COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
CAPSTAR COLUMBIA COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
18
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
CAPSTAR XXXXXX PARK COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
------------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
CAPSTAR XXXXXXXXX COMPANY, L.L.C.
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
19
MERISTAR SANIBEL INN COMPANY, LLC
By: MeriStar Hospitality Operating Partnership, L.P., a
Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
----------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
MERISTAR SUNDIAL BEACH COMPANY, LLC
By: MeriStar Hospitality Operating Partnership, L.P., a
Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
MERISTAR SAFETY HARBOR COMPANY, LLC
By: MeriStar Hospitality Operating Partnership, L.P., a
Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
MERISTAR SEASIDE INN COMPANY, LLC
By: MeriStar Hospitality Operating Partnership, L.P., a
Delaware limited partnership, member
20
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
MERISTAR PLANTATION SHOPPING CENTER COMPANY, LLC
By: MeriStar Hospitality Operating Partnership, L.P., a
Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
MERISTAR SONG OF THE SEA COMPANY, LLC
By: MeriStar Hospitality Operating Partnership, L.P., a
Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
21
MERISTAR SHIRLEY'S PARCEL COMPANY, LLC
By: MeriStar Hospitality Operating Partnership, L.P., a
Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
MERISTAR SANIBEL GOLF COMPANY, LLC
By: MeriStar Hospitality Operating Partnership, L.P., a
Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
MERISTAR MARCO ISLAND COMPANY, LLC
By: MeriStar Hospitality Operating Partnership, L.P., a
Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
MERISTAR S.S. PLANTATION COMPANY, LLC
By: MeriStar Hospitality Operating Partnership, L.P., a
Delaware limited partnership, member
22
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
MERISTAR HOTEL (CALGARY AIRPORT) LLC
By: MeriStar Hospitality Operating Partnership, L.P., a
Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
MERISTAR HOTEL (VANCOUVER) LLC
By: MeriStar Hospitality Operating Partnership, L.P., a
Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and
General Counsel
23
MERISTAR HOTEL (SURREY) LLC
By: MeriStar Hospitality Operating Partnership, L.P., a
Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and
General Counsel
MERISTAR HOTEL (BURNABY) LLC
By: MeriStar Hospitality Operating Partnership, L.P., a
Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
AGH 75 ARLINGTON HEIGHTS LLC
By: MeriStar Hospitality Operating Partnership, L.P., a
Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
24
MERISTAR SANTA BARBARA, L.P., a Delaware limited
partnership
By: MeriStar Hospitality Operating Partnership, L.P., a
Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
MERISTAR CATHEDRAL CITY, L.P., a Delaware limited
partnership
By: MeriStar Hospitality Operating Partnership, L.P., a
Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
MERISTAR LAJV, L.P., a Delaware limited partnership
By: MeriStar Hospitality Operating Partnership, L.P., a
Delaware limited partnership, member
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
25
75 ARLINGTON HEIGHTS LIMITED PARTNERSHIP, L.P.,
Delaware limited partnership
By: AGH 75 Arlington Heights LLC, a Delaware
limited liability company, general partner
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership,
member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
BCHI ACQUISITION, LLC, a Delaware limited liability
company
By: AGH UPREIT LLC, a Delaware limited liability
company, member
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership,
member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
26
MDV LIMITED PARTNERSHIP, a Texas limited
partnership
By: AGH UPREIT LLC, a Delaware limited liability
company, their general partner
By: MeriStar Hospitality Operating
Partnership, L.P., a Delaware limited
partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
183 HOTEL ASSOCIATES, LTD., a Texas limited
partnership
By: AGH UPREIT LLC, a Delaware limited liability
company, their general partner
By: MeriStar Hospitality Operating
Partnership, L.P., a Delaware limited
partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
00
XXXX XXXXX XXXXX PARTNERS, LTD., a Florida limited
partnership
By: AGH UPREIT LLC, a Delaware limited liability
company, their general partner
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership,
member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
DURHAM I-85 LIMITED PARTNERSHIP, a Delaware limited
partnership
By: AGH UPREIT LLC, a Delaware limited liability
company, their general partner
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership,
member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-----------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
COCOA BEACH HOTELS, LTD., a Florida limited
partnership
By: AGH UPREIT LLC, a Delaware limited liability
company, their general partner
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership,
member
28
By: MeriStar Hospitality Corporation, a
Maryland corporation, general
partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and
General Counsel
HOTEL COLUMBIA COMPANY, a Maryland general
partnership
By: CapStar Columbia Company, L.L.C., a Delaware
limited liability company, partner
By: MeriStar Hospitality Operating
Partnership, L.P., a Delaware limited
partnership, member
By: MeriStar Hospitality Corporation, a
Maryland corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
MERISTAR LP, INC.,
a Nevada corporation
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
3100 GLENDALE JOINT VENTURE,
an Ohio general partnership
By: AGH UPREIT LLC, a Delaware limited liability
company, partner
By: MeriStar Hospitality Operating
Partnership, L.P., a Delaware limited
partnership, member
29
By: MeriStar Hospitality Corporation, a
Maryland corporation, general
partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and
General Counsel
By: MeriStar Hospitality Operating Partnership, L.P., a
Delaware limited partnership, partner
By: MeriStar Hospitality Corporation, a Maryland
corporation, general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
MERISTAR HOTEL LESSEE, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
New Guarantors:
--------------
MERISTAR HOSPITALITY FINANCE CORP. II, a Delaware
corporation
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
-------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General Counsel
MT. ARLINGTON NEW JERSEY LLC,
a Delaware limited liability company
By: AGH UPREIT LLC,
a Delaware limited liability company, its
managing member
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, its
member
30
By: MeriStar Hospitality Corporation, a
Maryland corporation, its General
partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
455 MEADOWLANDS ASSOCIATES, LTD., A Texas limited
partnership
By: AGH Secaucus LLC, a Delaware limited liability
company, its general partner
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, its
managing member
By: MeriStar Hospitality Corporation, a
Maryland corporation, its General
partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
AGH SECAUCUS LLC,
a Delaware limited liability company
By: MeriStar Hospitality Operating Partnership,
L.P., a Delaware limited partnership, its
managing member
By: MeriStar Hospitality Corporation, a Maryland
corporation, its general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxxxxx X. Xxxxxxx
Senior Vice President and General
Counsel
31
Trustee:
-------
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
By: /s/ Xxxx Xxxxxx
-------------------
Xxxx Xxxxxx
Trust Officer
