Exhibit 4.6
AMENDMENT TO STOCK PURCHASE AGREEMENT
-------------------------------------
In accordance with Section 7.3 (relating to certain permitted
amendments) of that certain Stock Purchase Agreement dated as of March 31, 1999
by and between the undersigned (the "Agreement"), Article 5 of such Agreement is
hereby amended, without further action of the parties, to clarify that all of
the management rights conferred upon the "Purchasers" in that Article shall be
understood to have been conferred, ab initio, solely on Oak Hill Capital
Partners, L.P. (which is one of the "Purchasers" under that Agreement);
provided, that the determination of the "Consultation Period" pursuant to the
first sentence of Section 5.1 of the Agreement shall continue to be made with
reference to the "Shares" collectively owned by all of the "Purchasers."
Oak Hill Capital Partners, L.P. hereby ratifies, confirms and approves
Xxxxxx X. Xxxxxxxxx as its representative for purposes of Section 5.6 of the
Agreement, as provided in the last sentence of Section 5.6, and the Company
hereby accepts such designation.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement on the 15th day of April, 1999, effective as of the 31st day of March,
1999.
MERISTAR HOTELS & RESORTS, INC.
By:_________________________________
Name:
Title:
OAK HILL CAPITAL PARTNERS, L.P.
By: OHCP GenPar, L.P., its general partner
By: OHCP MGP, LLC, its general partner
By:_________________________________
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P.
By: OHCP GenPar, L.P., its general partner
By: OHCP MGP, LLC, its general partner
By:_________________________________
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
