EXHIBIT 4.2
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SUPPLEMENTAL INDENTURE
This "Supplemental Indenture", dated as of April 13, 2006, to the
Indenture dated as of February 7, 2002 (the "Indenture") among MeriStar
Hospitality Operating Partnership, L.P., a Delaware limited partnership (the
"Company"), MeriStar Hospitality Finance Corp. III, a Delaware corporation
("MeriStar Finance," and, together with the Company, the "Issuers"), MeriStar
Hospitality Corporation, a Maryland corporation (the "Parent"), the subsidiary
guarantors who are parties thereto (the "Subsidiary Guarantors"), and U.S.
Bank Trust National Association, as trustee (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Issuers, the Parent, the Subsidiary Guarantors and the
Trustee have heretofore executed and delivered the Indenture, and the Issuers
have issued pursuant to the Indenture their 9 1/8% Senior Notes due 2011 (the
"Notes");
WHEREAS, Section 9.2 of the Indenture provides that the Issuers, the
Parent, the Subsidiary Guarantors and the Trustee may, with the requisite
consents of the holders, enter into a supplemental indenture for the purpose
of amending certain provisions of the Indenture;
WHEREAS, the Company has offered to purchase for cash any and all of
the outstanding Notes upon the terms and subject to the conditions set forth
in the Offer to Purchase and Consent Solicitation Statement, dated March 29,
2006 (as the same may be amended or supplemented from time to time, the
"Statement"), and in the related Consent and Letter of Transmittal (as the
same may be amended or supplemented from time to time, together with the
Statement, the "Offer"), from each Holder of such Notes;
WHEREAS, the Offer is conditioned upon, among other things, certain
amendments to the Indenture and to the Notes set forth in Article Two, Article
Three and Article Four of this Supplemental Indenture (the "Amendments")
having been approved by Holders of at least a majority of the outstanding
principal amount of the Notes (and a supplemental indenture in respect thereof
having been executed and delivered), provided that the Amendments will become
operative concurrently with the Mergers (as defined in the Statement) and
provided all validly tendered Notes are accepted for purchase pursuant to the
Offer upon consummation of the Mergers (the "Acceptance");
WHEREAS, the Company has received and delivered to the Trustee the
consents from Holders of a majority of the outstanding principal amount of the
Notes to effect the Amendments;
WHEREAS, each of the Issuers, the Parent and the Subsidiary
Guarantors have been authorized by resolutions of their General Partner or
Board of Directors, as the case may be, to enter into this Supplemental
Indenture; and
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WHEREAS, all acts, conditions, proceedings and requirements necessary
to make this Supplemental Indenture a valid, binding and legal agreement
enforceable in accordance with its terms for the purposes expressed herein, in
accordance with its terms, have been duly done and performed;
NOW, THEREFORE, in consideration of the premises and the covenants
and agreements contained herein, and for other good and valuable consideration
the receipt of which is hereby acknowledged, the Issuers, the Parent, the
Subsidiary Guarantors and the Trustee hereby agree as follows:
ARTICLE ONE
SECTION 1.01. DEFINITIONS.
Capitalized terms used in this Supplemental Indenture and not
otherwise defined herein shall have the meanings assigned to such terms in the
Indenture.
ARTICLE TWO
SECTION 2.01. AMENDMENTS TO TABLE OF CONTENTS.
The Table of Contents of the Indenture is amended by deleting the
titles to Sections 4.3, 4.5 through and including 4.9, 4.11, 4.12, 4.15
through and including 4.18 and 4.21, and inserting, in each case, in lieu
thereof the phrase "[intentionally omitted]".
ARTICLE THREE
SECTION 3.01. ELIMINATION OF CERTAIN DEFINITIONS IN ARTICLE 1.
Sections 1.1 and 1.2 of the Indenture are amended by deleting all
definitions of terms, and references to definitions of terms, that are used
exclusively in text of the Indenture and the Notes that are being otherwise
eliminated by this Supplemental Indenture.
SECTION 3.02. ELIMINATION OF CERTAIN PROVISIONS IN ARTICLE 4.
Article 4 of the Indenture is amended by deleting the text of each of
Sections 4.3, 4.5 through and including 4.9, 4.11, 4.12, 4.15 through and
including 4.18 and 4.21 in its entirety and inserting, in each case, in lieu
thereof the phrase "[intentionally omitted]".
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SECTION 3.03. AMENDMENT OF CERTAIN PROVISIONS IN ARTICLE 5.
Section 5.1 of the Indenture is amended by adding ", Person or
entity" after "corporation" in each place it appears in clause (i) and
deleting the text of each of clauses (iii) and (iv) in its entirety and
inserting, in each case, in lieu thereof the phrase "[intentionally omitted]".
SECTION 3.04. AMENDMENT OF CERTAIN PROVISIONS IN ARTICLE 6.
Section 6.1 of the Indenture is amended by:
(a) deleting the text of each of clauses (4) through and
including (8) in its entirety and inserting, in each case, in lieu thereof the
phrase "[intentionally omitted]";
(b) deleting from clause (9) the phrase ", any of the Company's
or the Parent's Subsidiaries that would constitute a Significant Subsidiary of
the Company or the Parent or any group of the Company's and/or the Parent's
Subsidiaries that, taken together, would constitute a Significant Subsidiary
of the Company or the Parent," and adding "or" after "the Company" and before
"the Parent";
(c) deleting from clauses (a) and (c) of clause (10) the phrase
", any Subsidiary of the Company or the Parent that is a Significant
Subsidiary of the Company or the Parent or any group of the Company's and/or
the Parent's Subsidiaries that, taken together, would constitute a Significant
Subsidiary of the Company or the Parent" in each place it appears in this
clause and adding "or" after "the Company" and before "the Parent" in each
place they appear in this clause; and
(d) deleting clause (b) of clause (10) in its entirety and
inserting in lieu thereof "appoints a Custodian of the Company or the Parent,
or for all or substantially all of the property of the Company or the Parent,
or".
SECTION 3.05. AMENDMENT OF CERTAIN PROVISIONS IN ARTICLE 8.
Section 8.1 of the Indenture is amended by deleting clause (iii) of
clause (b) in its entirety and inserting in lieu thereof the phrase
"[intentionally omitted]"; and
Section 8.4 of the Indenture is amended by deleting the text of each
of clauses (b) through and including (g) in its entirety and inserting, in
each case, in lieu thereof the phrase "[intentionally omitted]".
SECTION 3.06. AMENDMENT OF CERTAIN PROVISIONS IN ARTICLE 10.
Section 10.2 of the Indenture is amended by deleting the text of each
of clauses (b) and (c) in its entirety and inserting, in each case, in lieu
thereof the phrase "[intentionally omitted]".
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ARTICLE FOUR
SECTION 4.01. ELIMINATION OF CERTAIN PROVISIONS IN THE NOTES.
The Notes are deemed to be amended as follows:
Section 11 of the Notes is amended by: (a) deleting the text of each
of clauses (iv) through and including (viii) in its entirety and inserting, in
each case, in lieu thereof the phrase "[intentionally omitted]"; (b) deleting
the phrase in clause (ix) ", any of the Company's or the Parent's Subsidiaries
that would constitute a Significant Subsidiary or any group of the Company's
and/or the Parent's Subsidiaries that, taken together, would constitute a
Significant Subsidiary"; and (c) inserting in clause (ix) the word "or" after
"the Company" and before "the Parent".
ARTICLE FIVE
SECTION 5.01. EFFECTIVENESS OF AMENDMENTS TO INDENTURE.
Notwithstanding any other provision of this Supplemental Indenture,
(i) this Supplemental Indenture shall be effective upon its signing by the
parties hereto but (ii) the Amendments shall become operative concurrently
with the Mergers (as defined in the Statement) and provided all validly
tendered Notes are accepted for purchase pursuant to the Offer upon
consummation of the Mergers.
SECTION 5.02. NEW YORK LAW TO GOVERN.
The internal law of the State of New York shall govern and be used to
construe this Supplemental Indenture.
SECTION 5.03. 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.
SECTION 5.04. EFFECT OF HEADINGS.
The Section headings herein are for convenience only and shall not
affect the construction hereof.
SECTION 5.05. CONFLICT WITH TRUST INDENTURE ACT.
If any provision of this Supplemental Indenture limits, qualifies or
conflicts with any provision of the Trust Indenture Act that may not be so
limited, qualified or conflicted with, such provision of such Act shall
control. If any provision of this Supplemental Indenture modifies or excludes
any provision of the Trust Indenture Act that may be so modified or
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excluded, the provision of such Act shall be deemed to apply to the Indenture
as so modified or to be excluded by this Supplemental Indenture, as the case
may be.
SECTION 5.06. SEPARABILITY CLAUSE.
In case any provision in this Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.
SECTION 5.07. BENEFITS OF SUPPLEMENTAL INDENTURE, ETC.
Nothing in this Supplemental Indenture, the Indenture or the Notes,
express or implied, shall give to any person, other than the parties hereto
and thereto and their successors hereunder and thereunder and the Holders of
Notes, any benefit of any legal or equitable right, remedy or claim under the
Indenture, this Supplemental Indenture or the Notes.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first above written.
ISSUERS:
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MERISTAR HOSPITALITY OPERATING
PARTNERSHIP, L.P., a Delaware limited
partnership
By: MeriStar Hospitality Corporation,
as general partner
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: President
MERISTAR HOSPITALITY FINANCE CORP. III,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: President
PARENT:
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MERISTAR HOSPITALITY CORPORATION, a
Maryland corporation
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: President
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SUBSIDIARY GUARANTORS:
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MERISTAR LP, INC., a Nevada
corporation
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: President
MERISTAR HOTEL LESSEE, INC., a
Delaware corporation
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: President
AGH PSS I, INC., a Delaware corporation
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: President
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/ Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title: President
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AGH UPREIT LLC, 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/ Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title: President
MERISTAR SUB 4C, L.P.
MERISTAR SUB 4G, L.P.
MERISTAR SUB 4F, L.P.
MERISTAR SUB 4E, L.P.
MERISTAR SUB 4H, L.P.
MERISTAR SUB 4B, L.P.
MERISTAR SUB 4I, L.P.
MERISTAR SUB 1E, L.P.
MERISTAR SUB 1D, L.P.
MERISTAR SUB 1C, L.P., each 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/ Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title: President
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MERISTAR SUB 7H, L.L.C.
MERISTAR SUB 1B, L.L.C.
MERISTAR SUB 7G, L.L.C.
MERISTAR SUB 6J, L.L.C.
MERISTAR SUB 6K, L.L.C.
MERISTAR SUB 6I, L.L.C.
MERISTAR SUB 3D, L.L.C.
MERISTAR SUB 5R, L.L.C.
MERISTAR SUB 5A, L.L.C.
MERISTAR SUB 6G, L.L.C.
MERISTAR SUB 3A, L.L.C.
MERISTAR SUB 1A, L.L.C.
MERISTAR SUB 5E, L.L.C.
MERISTAR SUB 5D, L.L.C.
MERISTAR SUB 4J, L.L.C.
CAPSTAR CHERRY HILL COMPANY, L.L.C.
MERISTAR SUB 6C, L.L.C.
MERISTAR SUB 4D, L.L.C.
MERISTAR SUB 6E, L.L.C.
MERISTAR SUB 6D, L.L.C.
MERISTAR SUB 5C, L.L.C.
MERISTAR SUB 7E, L.L.C.
MERISTAR SUB 3C, L.L.C.
MERISTAR SUB 3B, L.L.C.
MERISTAR SUB 8D, L.L.C.
MERISTAR SUB 7F, L.L.C.
MERISTAR SUB 7D, L.L.C.
MERISTAR SUB 8E, L.L.C.
MERISTAR SUB 8C, L.L.C.
MERISTAR SUB 6B, L.L.C.
MERISTAR SUB 6A, L.L.C.
MERISTAR SUB 6F, L.L.C.
MERISTAR SUB 8B, L.L.C.
MERISTAR SUB 5K, LLC
MERISTAR SUB 5H, LLC
MERISTAR SUB 2B, LLC
MERISTAR SUB 2D, LLC
MERISTAR SUB 2C, LLC
MERISTAR SUB 2A, LLC
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MERISTAR SUB 7C, LLC
MERISTAR SUB 8G, LLC, each 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/ Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title: President
MERISTAR SUB 7B, L.P.
By: MeriStar Sub 7C, LLC,
a Delaware limited liability
company, general partner
By: MeriStar Hospitality Operating
Partnership, L.P., a Delaware
limited partnership, member
By: /s/ Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title: President
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MERISTAR SUB 6L, 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, member
By: /s/ Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title: President
MeriStar Hospitality Operating
Partnership, L.P., a Delaware limited
partnership, member
By: MeriStar Hospitality Corporation,
a Maryland corporation, general
partner
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
Title: President
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MDV LIMITED PARTNERSHIP, a Texas limited
partnership
MERISTAR SUB 4A, LTD., a Texas limited
partnership
MERISTAR SUB 5G, LTD., a Florida limited
partnership
MERISTAR SUB 6H, L.P., 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/ Xxxxx X. Xxxxx
-------------------------
Name: Xxxxx X. Xxxxx
Title: President
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MERISTAR SUB 6M COMPANY, a Maryland
general partnership
By: MeriStar Sub 6A, 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/ Xxxxx X. Xxxxx
-------------------------
Name: Xxxxx X. Xxxxx
Title: President
MeriStar Sub 6F, 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/ Xxxxx X. Xxxxx
-------------------------
Name: Xxxxx X. Xxxxx
Title: President
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MERISTAR SUB 7A 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
By: MeriStar Hospitality
Corporation, a Maryland
corporation, member
By: /s/ Xxxxx X. Xxxxx
-------------------------
Name: Xxxxx X. Xxxxx
Title: President
MeriStar Hospitality Operating
Partnership, L.P., a Delaware limited
partnership, member
By: MeriStar Hospitality Corporation,
a Maryland corporation, general
partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: President
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MERISTAR SUB 8F, LTD., a Texas general
partnership
By: MeriStar Sub 8G, 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/ Xxxxx X. Xxxxx
-------------------------
Name: Xxxxx X. Xxxxx
Title: President
MERISTAR SUB 8A, 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
By: MeriStar Hospitality
Corporation, a Maryland
corporation, its general
partner
By: /s/ Xxxxx X. Xxxxx
-------------------------
Name: Xxxxx X. Xxxxx
Title: President
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U.S. BANK TRUST NATIONAL ASSOCIATION, as
Trustee
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
