Exhibit 4.5.1
(Face of Note)
9% [Series A] [Series B] Senior Notes due 2008
CUSIP:____________
No.___ $___________
MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.
and
MERISTAR HOSPITALITY FINANCE CORP.
promise to pay to ___________________________, or registered assigns, the
principal sum of ________________________________ Dollars on January 15, 2008.
Interest Payment Dates: January 15 and July 15
Record Dates: January 1 and July 1
Dated: __________________________________
MERISTAR HOSPITALITY OPERATING
PARTNERSHIP, L.P.
By: MeriStar Hospitality Corporation, as
general partner
By: _____________________________________
Name:
Title:
MERISTAR HOSPITALITY FINANCE CORP.
By: ____________________________
Name:
Title:
Trustee's Certificate of Authentication:
This is one of the [Global] Notes
referred to in the within-
mentioned Indenture:
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
By _____________________________
Authorized Signatory
(Back of Note)
9% [Series A] [Series B] Senior Notes due 2008
of
MeriStar Hospitality Operating Partnership, L.P.
and
MeriStar Hospitality Finance Corp.
[IF A RESTRICTED SECURITY, INSERT: THE SECURITY EVIDENCED HEREBY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THE SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), OR (B) IT IS NOT A
U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN "OFFSHORE TRANSACTION" PURSUANT
TO RULE 903 OR 904 REGULATION S, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE
DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE
144(k) under the Securities Act or any successor provisions thereunder) after
THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS
SECURITY) OR THE LAST DAY ON WHICH MERISTAR HOSPITALITY OPERATING PARTNERSHIP,
L.P., MERISTAR HOSPITALITY FINANCE CORP. OR ANY OF THEIR RESPECTIVE AFFILIATES
WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) AND (Y)
SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE
RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY
EXCEPT (A) TO MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P., MERISTAR
HOSPITALITY FINANCE CORP. OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, (B) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, PURSUANT TO RULE 904 OF REGULATION S OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
OF THIS LEGEND; PROVIDED THAT MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.,
THE TRUSTEE AND THE TRANSFER AGENT AND REGISTRAR RESERVE THE RIGHT PRIOR TO ANY
OFFER, SALE OR OTHER TRANSFER PURSUANT TO CLAUSES (D) OR (E) ABOVE TO REQUIRE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND OTHER INFORMATION
SATISFACTORY TO MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P., THE TRUSTEE
AND THE TRANSFER AGENT AND REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE
THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE SECURITIES.]
[IF A TEMPORARY REGULATION S GLOBAL NOTE INSERT: PRIOR TO EXPIRATION OF THE
40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT")) ("REGULATION S"), THIS SECURITY
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED
STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A
U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT TO A PERSON REASONABLY BELIEVED
TO BE A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ("RULE 144A")
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
AND THE INDENTURE REFERRED TO HEREIN.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE SECURITIES.]
[IF A GLOBAL NOTE INSERT: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY ANY SUCH
NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR NOMINEE OF A SUCCESSOR
DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
Capitalized terms used herein shall have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.
INTEREST. MeriStar Hospitality Partnership, L.P., a Delaware
limited partnership (the "Company") and MeriStar Hospitality Finance Corp., a
Delaware corporation ("MeriStar Finance," and together with the Company, the
"Issuers"), promise to pay interest on the principal amount of this 9% [Series
A] [Series B] Senior Note due 2008 (the "Note") at the rate and in the manner
specified below.
The Issuers shall pay interest on the principal amount of this
Note in cash at the rate per annum shown above and shall pay the Liquidated
Damages, if any, payable pursuant to Section 5 of the Registration Rights
Agreements referred to below. The Issuers shall pay interest and Liquidated
Damages, if any, semi-annually on each January 15 and July 15 commencing July
15, 2001 or if any such day is not a Business Day (as defined in the Indenture
referred to below), on the next succeeding Business Day (each an "Interest
Payment Date").
Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months for the actual number of days elapsed.
Interest shall accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from the date of the original issuance of this
Note. To the extent lawful, the Issuers shall pay interest on overdue principal
and premium at the rate of 1% per annum in excess of the then applicable
interest rate on this Note; it shall pay interest on overdue installments of
interest (without regard to any applicable grace periods) at the same rate to
the extent lawful.
METHOD OF PAYMENT. The Issuers will pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of Notes at the close of business on the January 1 and
July 1 immediately preceding the Interest Payment Date, even if such Notes are
cancelled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes will be payable as to principal, premium, if any, and
interest and Liquidated Damages, if any, at the office or agency of the Issuers
maintained for such purpose within or without the City and State of New York,
or, at the option of the Issuers, payment of interest and Liquidated Damages, if
any, may be made by check mailed to the Holders at their addresses set forth in
the register of Holders; provided that payment by wire transfer of immediately
available funds will be required with respect to principal and premium, if any,
and interest and Liquidated Damages, if any, on all Global Notes and all other
Notes the Holders of
which shall have provided wire transfer instructions to the Issuers or the
Paying Agent. Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.
PAYING AGENT AND REGISTRAR. Initially, U.S. Bank Trust National
Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Issuers may change any Paying Agent or Registrar without notice
to any Holder. Any Issuer or any of its Subsidiaries may act in any such
capacity.
INDENTURE. The Company issued the Notes under an Indenture dated
as of January 26, 2001 (the "Indenture") among the Issuers, MeriStar Hospitality
Corporation, a Maryland corporation (the "Parent"), the Subsidiary Guarantors
and the Trustee. The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to
all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. The terms of the Indenture shall govern any
inconsistencies between the Indenture and the Notes.
OPTIONAL REDEMPTION. Prior to January 15, 2004, the Issuers may
redeem, on any one or more occasions, with the net cash proceeds of one or more
public offerings of the common equity of the Parent (a "Public Equity Offering")
(within 60 days of the consummation of any such Public Equity Offering), up to
35% of the aggregate principal amount of the Notes originally issued at a
redemption price equal to 109% of the principal amount of such Notes plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the
redemption date; provided, however, that at least 65% of the aggregate principal
amount of Notes originally issued remains outstanding immediately after any such
redemption.
OFFERS TO PURCHASE. Subject to the Company's obligation to make
an offer to purchase Notes in connection with Asset Sales and a Change of
Control (as described in the Indenture), the Issuers have no mandatory
redemption or sinking fund obligations with respect to the Notes. Notice of any
such offer to purchase will be given as provided in the Indenture. Holders of
Notes that are the subject of an offer to purchase may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase"
appearing below and taking certain other actions, all as set forth in the
Indenture.
NOTICE OF REDEMPTION. Notice of redemption will be mailed, by
first class mail, at least 30 days but not more than 60 days before the
redemption date to each Holder whose Notes are to be redeemed at its registered
address. Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Notes held by a Holder are
to be redeemed. On and after the redemption date interest ceases to accrue on
Notes or portions thereof called for redemption.
DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of $1,000
of principal amount. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law
or permitted by the Indenture. The Issuers and the Registrar shall not be
required to issue, exchange or register the Notes during a period beginning at
the opening of business 15 days before the day of any selection of Notes for
redemption under Section 3.2 of the Indenture and ending at the close of
business on the day of selection, or to exchange or register any Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part, or to exchange or register a Note between a
record date and the next succeeding Interest Payment Date.
PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.
AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture or the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the then outstanding
Notes, and any existing Default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the Notes then outstanding. Without the consent
of any Holder of a Note, the Indenture or the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of an Issuer's or the Parent's obligations to Holders
of the Notes under the Indenture or any Guarantor's Obligations under its
Guarantee in the case of a merger, consolidation or sale of assets involving an
Issuer, the Parent or such Guarantor, as applicable, pursuant to Article 5 or
Article 10 of the Indenture, to make any change that would provide any
additional rights or benefits to the Holders of the Notes (including providing
for Guarantees of the Notes and any supplemental indenture required pursuant to
Section 4.15 of the Indenture) or that does not adversely affect the legal
rights under the Indenture of any such Holder, to comply with requirements of
the SEC in order to effect or maintain the qualification of the Indenture under
the TIA and to release a Guarantor in accordance with the Indenture.
DEFAULTS AND REMEDIES. Events of Default include: (i) default for
30 days in the payment when due of interest or Liquidated Damages, if any, on
the Notes; (ii) default in payment when due of the principal of or premium, if
any, on the Notes at maturity, upon redemption or otherwise (including the
failure to make a payment to purchase Notes tendered pursuant to a Change of
Control Offer or an Assets Sale Offer); (iii) failure by any Issuer or the
Parent to comply with Section 5.1 of the Indenture or the failure by any
Subsidiary Guarantor to comply with Section 10.2 of the Indenture; (iv) failure
by any Issuer, the Parent, any Guarantor or any Restricted Subsidiary for 30
days in the performance of any other covenant, warranty or agreement in the
Indenture or the Notes after written notice shall have been given to the Company
by the Trustee or to the Company and the Trustee from Holders of at least 25% in
principal amount of the Notes of such then outstanding; (v) the failure to pay
at final stated maturity (giving effect to any applicable grace periods and any
extensions thereof) the principal amount of Non-Recourse Indebtedness of the
Company, the Parent or any of their respective Restricted Subsidiaries with an
aggregate principal amount in excess of the lesser of (A) 10% of the total
assets of the Company, the Parent and their respective Restricted Subsidiaries
measured as of the end of the Parent's most recent fiscal quarter for which
internal financial statements are available immediately prior to the date on
which such default occurred, determined on a pro forma basis and (B) $50
million, and such failure continues for a period of
10 days or more, or the acceleration of the final stated maturity of any such
Non-Recourse Indebtedness (which acceleration is not rescinded, annulled or
otherwise cured within 10 days of receipt by the Company, the Parent or such
Restricted Subsidiary of notice of such acceleration); (vi) the failure to pay
at final stated maturity (giving effect to any applicable grace periods and any
extensions thereof) the principal amount of any Indebtedness (other than
Non-Recourse Indebtedness) of the Company, the Parent or any Restricted
Subsidiary of the Company or the Parent and such failure continues for a period
of 10 days or more, or the acceleration of the final stated maturity of any such
Indebtedness (which acceleration is not rescinded, annulled or otherwise cured
within 10 days of receipt by the Company, the Parent or such Restricted
Subsidiary of notice of any such acceleration) if the aggregate principal amount
of such Indebtedness, together with the principal amount of any other such
Indebtedness, in default for failure to pay principal at final maturity or which
has been accelerated, in each case with respect to which the 10-day period
described above has passed, aggregates $10.0 million or more at any time; (vii)
failure by the Company, the Parent or any of their respective Restricted
Subsidiaries to pay final judgments rendered against them (other than judgment
liens without recourse to any assets or property of the Company, the Parent or
any of their respective Restricted Subsidiaries other than assets or property
securing Non-Recourse Indebtedness) aggregating in excess of $10.0 million,
which judgments are not paid, discharged or stayed for a period of 60 days
(other than any judgments as to which a reputable insurance company has accepted
full liability); (viii) except as permitted by the Indenture, any Guarantee with
respect to the Notes shall be held in a judicial proceeding to be unenforceable
or invalid or shall cease for any reason to be in full force and effect or any
Guarantor (or its successors or assigns), or any Person acting on behalf of such
Guarantor (or its successors or assigns), shall deny or disaffirm its
obligations or shall fail to comply with any obligations under its Guarantee
with respect to the Notes; and (ix) certain events of bankruptcy or insolvency
with respect to the Company, the Parent, 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. If any Event of Default occurs and is
continuing, the Trustee, by written notice to the Issuers, or the Holders of at
least 25% in principal amount of the then outstanding Notes by written notice to
the Issuers and the Trustee may declare all the Notes to be due and payable
immediately. Notwithstanding the foregoing, in the case of an Event of Default
arising from certain events of bankruptcy or insolvency, with respect to the
Company, the Parent, 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, all outstanding Notes will become due and payable without further
action or notice. Under certain circumstances, the Holders of a majority in
principal amount of the outstanding Notes may rescind any acceleration with
respect to the Notes and its consequences. Holders of the Notes may not enforce
the Indenture or the Notes except as provided in the Indenture. Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
GUARANTEES OF NOTES. Payment of principal, premium, if any, and
interest and Liquidated Damages, if any, (including interest on overdue
principal and overdue interest, if lawful) on the Notes are unconditionally
guaranteed by the Guarantors pursuant to, and subject to the terms of, Article
10 of the Indenture.
SECURITY. The Notes will be senior, unsecured obligations of the
Issuers.
NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator or stockholder shall have any liability for any obligations of any
Issuer or any Guarantor under the Notes, any Guarantee with respect to the Notes
or the 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 and release may not be
effective to waive or release liabilities under the federal securities laws.
AUTHENTICATION. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.
ABBREVIATIONS. Customary abbreviations may be used in the name of
a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).
CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Note Identification Procedures, the Issuers have caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.
[SERIES A NOTES] REGISTRATION RIGHTS. Pursuant to the
Registration Rights Agreement (as defined in the Indenture), and subject to
certain terms and conditions stated therein, the Issuers will be obligated to
consummate an Exchange Offer pursuant to which the Holders of the Notes shall
have the right to exchange this Note for Exchange Notes, which have been
registered under the Securities Act, in like principal amount and having terms
identical in all material respect to the Note. In certain circumstances, and
subject to certain terms and conditions, Holders of the Notes shall have the
right to receive liquidated damages if the Issuers shall have failed to fulfill
their obligations under the Registration Rights Agreement.
The Issuers will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:
MeriStar Hospitality Operating Partnership, L.P.
0000 Xxxxxxxxx Xxxxxx, X.X.
Suite 650
Washington, D.C. 20007
Attention: Xxxx Xxxxx,
Chief Financial Officer
Telecopier No.: (000) 000-0000
Assignment Form
To assign this Note, fill in the form below: (I) or
(we) assign and transfer this Note to
________________________________________________________________________________
(Insert assignee's Social Security or tax I.D. No.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint
_____________________________________
agent to transfer this Note on the books of the Issuers. The agent may
substitute another to act for him.
Date: _____________________________
Your Signature:
(Sign exactly as your name appears on
the face of this Note)
Signature Guarantee:* _______________
____________________________
* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the box below:
[_] Section 4.10 [_] Section 4.14
If you want to elect to have only part of the Note purchased by
the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased: $___________
Date:______________ Your Signature:__________________________________
(Sign exactly as your name appears on the Note)
Tax Identification No:___________________________
Signature Guarantee:*/___________________________
__________________
* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).
Transfer and Exchange
In connection with any transfer of this Note occurring prior to
the date which is the earlier of (i) the date of the declaration by SEC of the
effectiveness of a registration statement under the Securities Act of 1933, as
amended (the "Securities Act") covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) January 26, 2001, the undersigned confirms that it has not
utilized any general solicitation or general advertising in connection with the
transfer and that this Note is being transferred:
Check One
(1) ___ to an Issuer or a subsidiary
thereof; or
___ pursuant to and in compliance with Rule 144A under the Securities Act; or
___ outside the United States to a "foreign person" in compliance with Rule 904
of Regulation S under the Securities Act; or
___ pursuant to an effective registration statement under the Securities Act;
or
___ pursuant to another available exemption from the registration requirements
of the Securities Act.
Unless one of the boxes is checked, the Trustee will refuse to
register any of the Notes evidenced by this certificate in the name of any
Person other than the registered Holder thereof; provided that if box (3) or (5)
is checked, the Company or the Trustee may require, prior to registering any
such transfer of the Notes in its sole discretion, such legal opinions,
certifications (including an investment letter in the case of box (4)) and other
information as the Trustee or the Company has reasonably requested to confirm
that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
If none of the foregoing boxes is checked, the Trustee or Registrar shall not be
obligated to register this Security in the name of any person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.17 of the Indenture shall have
been satisfied.
Dated: ___________ Signed:_______________________________________
(Sign exactly as name appears on the other side of this
Security)
Signature Guarantee:________________________________________
TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED
The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Issuers as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.
Dated: ___________________ Signed:_________________________
NOTICE: To be executed
by an executive officer
SCHEDULE OF EXCHANGES OF CERTIFICATED NOTES
The following exchanges of a part of this Global Note for
Certificated Notes have been made:
Principal
Amount of Amount of Amount of this Signature of
decrease in increase in Global Note authorized
Principal Principal following such officer of
Date of Amount of Amount of this decrease Trustee or Note
Exchange this Global Note Global Note (or increase) Custodian
-------- ---------------- ----------- ----------- ---------
(Face of Note)
9 1/8% [Series C] [Series D] Senior Notes due 2011
CUSIP:____________
No.___ $___________
MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.
and
MERISTAR HOSPITALITY FINANCE CORP.
promise to pay to _____________________________, or registered assigns, the
principal sum of __________________________________ Dollars on January 15, 2011.
Interest Payment Dates: January 15 and July 15
Record Dates: January 1 and July 1
Dated: ________________________
MERISTAR HOSPITALITY OPERATING
PARTNERSHIP, L.P.
By: MeriStar Hospitality Corporation, as
general partner
By: ____________________________
Name:
Title:
MERISTAR HOSPITALITY FINANCE CORP.
By: ____________________________
Name:
Title:
Trustee's Certificate of Authentication:
This is one of the [Global] Notes
referred to in the within-
mentioned Indenture:
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
By _____________________________
Authorized Signatory
(Back of Note)
9 1/8% [Series C] [Series D] Senior Notes due 2011
of
MeriStar Hospitality Operating Partnership, L.P.
and
MeriStar Hospitality Finance Corp.
[IF A RESTRICTED SECURITY, INSERT: THE SECURITY EVIDENCED HEREBY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THE SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), OR (B) IT IS NOT A
U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN "OFFSHORE TRANSACTION" PURSUANT
TO RULE 903 OR 904 REGULATION S, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE
DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE
144(K) UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISIONS THEREUNDER) AFTER
THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS
SECURITY) OR THE LAST DAY ON WHICH MERISTAR HOSPITALITY OPERATING PARTNERSHIP,
L.P., MERISTAR HOSPITALITY FINANCE CORP. OR ANY OF THEIR RESPECTIVE AFFILIATES
WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) AND (Y)
SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE
RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY
EXCEPT (A) TO MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P., MERISTAR
HOSPITALITY FINANCE CORP. OR ANY OF THEIR RESPECTIVE SUBSIDIARIES, (B) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, PURSUANT TO RULE 904 OF REGULATION S OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
OF THIS LEGEND; PROVIDED THAT MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.,
THE TRUSTEE AND THE TRANSFER AGENT AND REGISTRAR RESERVE THE RIGHT PRIOR TO ANY
OFFER, SALE OR OTHER TRANSFER PURSUANT TO CLAUSES (D) OR (E) ABOVE TO REQUIRE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND OTHER INFORMATION
SATISFACTORY TO MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P., THE TRUSTEE
AND THE TRANSFER AGENT AND REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE
THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE SECURITIES.]
[IF A TEMPORARY REGULATION S GLOBAL NOTE INSERT: PRIOR TO EXPIRATION OF THE
40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT")) ("REGULATION S"), THIS SECURITY
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED
STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A
U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT TO A PERSON REASONABLY BELIEVED
TO BE A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ("RULE 144A")
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
AND THE INDENTURE REFERRED TO HEREIN.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL THE SECURITIES.]
[IF A GLOBAL NOTE INSERT: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY ANY SUCH
NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR NOMINEE OF A SUCCESSOR
DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
Capitalized terms used herein shall have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.
(1) INTEREST. MeriStar Hospitality Partnership, L.P., a Delaware
limited partnership (the "Company") and MeriStar Hospitality Finance Corp., a
Delaware corporation ("MeriStar Finance," and together with the Company, the
"Issuers"), promise to pay interest on the principal amount of this 9 1/8%
[Series C] [Series D] Senior Note due 2011 (the "Note") at the rate and in the
manner specified below.
The Issuers shall pay interest on the principal amount of this Note in
cash at the rate per annum shown above and shall pay the Liquidated Damages, if
any, payable pursuant to Section 5 of the Registration Rights Agreements
referred to below. The Issuers shall pay interest and Liquidated Damages, if
any, semi-annually on each January 15 and July 15 commencing July 15, 2001 or if
any such day is not a Business Day (as defined in the Indenture referred to
below), on the next succeeding Business Day (each an "Interest Payment Date").
Interest will be computed on the basis of a 360-day year consisting of
twelve 30-day months for the actual number of days elapsed. Interest shall
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of the original issuance of this Note. To
the extent lawful, the Issuers shall pay interest on overdue principal and
premium at the rate of 1% per annum in excess of the then applicable interest
rate on this Note; it shall pay interest on overdue installments of interest
(without regard to any applicable grace periods) at the same rate to the extent
lawful.
METHOD OF PAYMENT. The Issuers will pay interest on the Notes (except
defaulted interest) and Liquidated Damages, if any, to the Persons who are
registered Holders of Notes at the close of business on the January 1 and July 1
immediately preceding the Interest Payment Date, even if such Notes are
cancelled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes will be payable as to principal, premium, if any, and
interest and Liquidated Damages, if any, at the office or agency of the Issuers
maintained for such purpose within or without the City and State of New York,
or, at the option of the Issuers, payment of interest and Liquidated Damages, if
any, may be made by check mailed to the Holders at their addresses set forth in
the register of Holders; provided that payment by wire transfer of immediately
available funds will be required with respect to principal and premium, if any,
and interest and Liquidated Damages, if any, on all Global Notes and all other
Notes the Holders of
which shall have provided wire transfer instructions to the Issuers or the
Paying Agent. Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.
PAYING AGENT AND REGISTRAR. Initially, U.S. Bank Trust National
Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Issuers may change any Paying Agent or Registrar without notice
to any Holder. Any Issuer or any of its Subsidiaries may act in any such
capacity.
INDENTURE. The Company issued the Notes under an Indenture dated as of
January 26, 2001 (the "Indenture") among the Issuers, MeriStar Hospitality
Corporation, a Maryland corporation (the "Parent"), the Subsidiary Guarantors
and the Trustee. The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to
all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. The terms of the Indenture shall govern any
inconsistencies between the Indenture and the Notes.
OPTIONAL REDEMPTION. Prior to January 15, 2004, the Issuers may
redeem, on any one or more occasions, with the net cash proceeds of one or more
public offerings of the common equity of the Parent (a "Public Equity Offering")
(within 60 days of the consummation of any such Public Equity Offering), up to
35% of the aggregate principal amount of the Notes originally issued at a
redemption price equal to 109 1/8% of the principal amount of such Notes plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the
redemption date; provided, however, that at least 65% of the aggregate principal
amount of Notes originally issued remains outstanding immediately after any such
redemption.
OFFERS TO PURCHASE. Subject to the Company's obligation to make an
offer to purchase Notes in connection with Asset Sales and a Change of Control
(as described in the Indenture), the Issuers have no mandatory redemption or
sinking fund obligations with respect to the Notes. Notice of any such offer to
purchase will be given as provided in the Indenture. Holders of Notes that are
the subject of an offer to purchase may elect to have such Notes purchased by
completing the form entitled "Option of Holder to Elect Purchase" appearing
below and taking certain other actions, all as set forth in the Indenture.
NOTICE OF REDEMPTION. Notice of redemption will be mailed, by first
class mail, at least 30 days but not more than 60 days before the redemption
date to each Holder whose Notes are to be redeemed at its registered address.
Notes in denominations larger than $1,000 may be redeemed in part but only in
whole multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.
DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000 of
principal amount. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law
or permitted by the Indenture. The Issuers and the Registrar shall not be
required to issue, exchange or register the Notes during a period beginning at
the opening of business 15 days before the day of any selection of Notes for
redemption under Section 3.2 of the Indenture and ending at the close of
business on the day of selection, or to exchange or register any Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part, or to exchange or register a Note between a
record date and the next succeeding Interest Payment Date.
PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated
as its owner for all purposes.
AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then outstanding
Notes, and any existing Default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the Notes then outstanding. Without the consent
of any Holder of a Note, the Indenture or the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of an Issuer's or the Parent's obligations to Holders
of the Notes under the Indenture or any Guarantor's Obligations under its
Guarantee in the case of a merger, consolidation or sale of assets involving an
Issuer, the Parent or such Guarantor, as applicable, pursuant to Article 5 or
Article 10 of the Indenture, to make any change that would provide any
additional rights or benefits to the Holders of the Notes (including providing
for Guarantees of the Notes and any supplemental indenture required pursuant to
Section 4.15 of the Indenture) or that does not adversely affect the legal
rights under the Indenture of any such Holder, to comply with requirements of
the SEC in order to effect or maintain the qualification of the Indenture under
the TIA and to release a Guarantor in accordance with the Indenture.
DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30
days in the payment when due of interest or Liquidated Damages, if any, on the
Notes; (ii) default in payment when due of the principal of or premium, if any,
on the Notes at maturity, upon redemption or otherwise (including the failure to
make a payment to purchase Notes tendered pursuant to a Change of Control Offer
or an Assets Sale Offer); (iii) failure by any Issuer or the Parent to comply
with Section 5.1 of the Indenture or the failure by any Subsidiary Guarantor to
comply with Section 10.2 of the Indenture; (iv) failure by any Issuer, the
Parent, any Guarantor or any Restricted Subsidiary for 30 days in the
performance of any other covenant, warranty or agreement in the Indenture or the
Notes after written notice shall have been given to the Company by the Trustee
or to the Company and the Trustee from Holders of at least 25% in principal
amount of the Notes of such then outstanding; (v) the failure to pay at final
stated maturity (giving effect to any applicable grace periods and any
extensions thereof) the principal amount of Non-Recourse Indebtedness of the
Company, the Parent or any of their respective Restricted Subsidiaries with an
aggregate principal amount in excess of the lesser of (A) 10% of the total
assets of the Company, the Parent and their respective Restricted Subsidiaries
measured as of the end of the Parent's most recent fiscal quarter for which
internal financial statements are available immediately prior to the date on
which such default occurred, determined on a pro forma basis and (B) $50
million, and such failure continues for a period of
10 days or more, or the acceleration of the final stated maturity of any such
Non-Recourse Indebtedness (which acceleration is not rescinded, annulled or
otherwise cured within 10 days of receipt by the Company, the Parent or such
Restricted Subsidiary of notice of such acceleration); (vi) the failure to pay
at final stated maturity (giving effect to any applicable grace periods and any
extensions thereof) the principal amount of any Indebtedness (other than
Non-Recourse Indebtedness) of the Company, the Parent or any Restricted
Subsidiary of the Company or the Parent and such failure continues for a period
of 10 days or more, or the acceleration of the final stated maturity of any such
Indebtedness (which acceleration is not rescinded, annulled or otherwise cured
within 10 days of receipt by the Company, the Parent or such Restricted
Subsidiary of notice of any such acceleration) if the aggregate principal amount
of such Indebtedness, together with the principal amount of any other such
Indebtedness, in default for failure to pay principal at final maturity or which
has been accelerated, in each case with respect to which the 10-day period
described above has passed, aggregates $10.0 million or more at any time; (vii)
failure by the Company, the Parent or any of their respective Restricted
Subsidiaries to pay final judgments rendered against them (other than judgment
liens without recourse to any assets or property of the Company, the Parent or
any of their respective Restricted Subsidiaries other than assets or property
securing Non-Recourse Indebtedness) aggregating in excess of $10.0 million,
which judgments are not paid, discharged or stayed for a period of 60 days
(other than any judgments as to which a reputable insurance company has accepted
full liability); (viii) except as permitted by the Indenture, any Guarantee with
respect to the Notes shall be held in a judicial proceeding to be unenforceable
or invalid or shall cease for any reason to be in full force and effect or any
Guarantor (or its successors or assigns), or any Person acting on behalf of such
Guarantor (or its successors or assigns), shall deny or disaffirm its
obligations or shall fail to comply with any obligations under its Guarantee
with respect to the Notes; and (ix) certain events of bankruptcy or insolvency
with respect to the Company, the Parent, 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. If any Event of Default occurs and is
continuing, the Trustee, by written notice to the Issuers, or the Holders of at
least 25% in principal amount of the then outstanding Notes by written notice to
the Issuers and the Trustee may declare all the Notes to be due and payable
immediately. Notwithstanding the foregoing, in the case of an Event of Default
arising from certain events of bankruptcy or insolvency, with respect to the
Company, the Parent, 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, all outstanding Notes will become due and payable without further
action or notice. Under certain circumstances, the Holders of a majority in
principal amount of the outstanding Notes may rescind any acceleration with
respect to the Notes and its consequences. Holders of the Notes may not enforce
the Indenture or the Notes except as provided in the Indenture. Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
GUARANTEES OF NOTES. Payment of principal, premium, if any, and
interest and Liquidated Damages, if any, (including interest on overdue
principal and overdue interest, if lawful) on the Notes are unconditionally
guaranteed by the Guarantors pursuant to, and subject to the terms of, Article
10 of the Indenture.
SECURITY. The Notes will be senior, unsecured obligations of the
Issuers.
NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator or stockholder shall have any liability for any obligations of any
Issuer or any Guarantor under the Notes, any Guarantee with respect to the Notes
or the 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 and release may not be
effective to waive or release liabilities under the federal securities laws.
AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.
ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).
CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Note Identification Procedures, the Issuers have caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.
[SERIES C NOTES] REGISTRATION RIGHTS. Pursuant to the Registration
Rights Agreement (as defined in the Indenture), and subject to certain terms and
conditions stated therein, the Issuers will be obligated to consummate an
Exchange Offer pursuant to which the Holders of the Notes shall have the right
to exchange this Note for Exchange Notes, which have been registered under the
Securities Act, in like principal amount and having terms identical in all
material respect to the Note. In certain circumstances, and subject to certain
terms and conditions, Holders of the Notes shall have the right to receive
liquidated damages if the Issuers shall have failed to fulfill their obligations
under the Registration Rights Agreement.
The Issuers will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:
MeriStar Hospitality Operating Partnership, L.P.
0000 Xxxxxxxxx Xxxxxx, X.X.
Suite 650
Washington, D.C. 20007
Attention: Xxxx Xxxxx,
Chief Financial Officer
Telecopier No.: (000) 000-0000
Assignment Form
To assign this Note, fill in the form below: (I) or
(we) assign and transfer this Note to
________________________________________________________________________________
(Insert assignee's Social Security or tax I.D. No.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint
_______________________________________________
agent to transfer this Note on the books of the Issuers. The agent may
substitute another to act for him.
Date: ____________________
Your Signature:
___________________________
(Sign exactly as your name appears
on the face of this Note)
Signature Guarantee:* ______________
________________
* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the box below:
[ ] Section 4.10 [ ] Section 4.14
If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased: $___________
Date:___________ Your Signature:_________________________________
(Sign exactly as your name appears on the Note)
Tax Identification No:__________________________
Signature Guarantee:*/__________________________
_______________
* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).
Transfer and Exchange
In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date of the declaration by SEC of the
effectiveness of a registration statement under the Securities Act of 1933, as
amended (the "Securities Act") covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) January 26, 2001, the undersigned confirms that it has not
utilized any general solicitation or general advertising in connection with the
transfer and that this Note is being transferred:
Check One
(1) ___ to an Issuer or a subsidiary
thereof; or
___ pursuant to and in compliance with Rule 144A under the Securities Act; or
___ outside the United States to a "foreign person" in compliance with Rule 904
of Regulation S under the Securities Act; or
___ pursuant to an effective registration statement under the Securities Act;
or
___ pursuant to another available exemption from the registration requirements
of the Securities Act.
Unless one of the boxes is checked, the Trustee will refuse to
register any of the Notes evidenced by this certificate in the name of any
Person other than the registered Holder thereof; provided that if box (3) or (5)
is checked, the Company or the Trustee may require, prior to registering any
such transfer of the Notes in its sole discretion, such legal opinions,
certifications (including an investment letter in the case of box (4)) and other
information as the Trustee or the Company has reasonably requested to confirm
that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
If none of the foregoing boxes is checked, the Trustee or Registrar shall not be
obligated to register this Security in the name of any person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.17 of the Indenture shall have
been satisfied.
Dated: ___________ Signed:______________________________
(Sign exactly as name appears on the other
side of this Security)
Signature Guarantee:_____________________________________
TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED
The undersigned represents and warrants that it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Issuers as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.
Dated: ________________ Signed:_________________________
NOTICE: To be executed
by an executive officer
SCHEDULE OF EXCHANGES OF CERTIFICATED NOTES
The following exchanges of a part of this Global Note for Certificated
Notes have been made:
Principal
Amount of Amount of Amount of this Signature of
decrease in increase in Global Note authorized
Principal Principal following such officer of
Date of Amount of Amount of this decrease Trustee or Note
Exchange this Global Note Global Note (or increase) Custodian
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