EX-4 3 ex4-2form8k_041306.txt EXHIBIT 4.2 EXHIBIT 4.2 ----------- 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 2 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]". 3 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]". 4 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 5 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: -------- MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: MeriStar Hospitality Corporation, as general partner By: /s/ Bruce G. Wiles ----------------------------------- Name: Bruce G. Wiles Title: President MERISTAR HOSPITALITY FINANCE CORP. III, a Delaware corporation By: /s/ Bruce G. Wiles ----------------------------------- Name: Bruce G. Wiles Title: President PARENT: ------- MERISTAR HOSPITALITY CORPORATION, a Maryland corporation By: /s/ Bruce G. Wiles ----------------------------------- Name: Bruce G. Wiles Title: President 7 SUBSIDIARY GUARANTORS: ---------------------- MERISTAR LP, INC., a Nevada corporation By: /s/ Bruce G. Wiles ----------------------------------- Name: Bruce G. Wiles Title: President MERISTAR HOTEL LESSEE, INC., a Delaware corporation By: /s/ Bruce G. Wiles ----------------------------------- Name: Bruce G. Wiles Title: President AGH PSS I, INC., a Delaware corporation By: /s/ Bruce G. Wiles ----------------------------------- Name: Bruce G. Wiles 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/ Bruce G. Wiles --------------------------- Name: Bruce G. Wiles Title: President 8 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/ Bruce G. Wiles --------------------------- Name: Bruce G. Wiles 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/ Bruce G. Wiles --------------------------- Name: Bruce G. Wiles Title: President 9 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 10 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/ Bruce G. Wiles --------------------------- Name: Bruce G. Wiles 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/ Bruce G. Wiles --------------------------- Name: Bruce G. Wiles Title: President 11 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/ Bruce G. Wiles --------------------------- Name: Bruce G. Wiles Title: President MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Bruce G. Wiles ------------------------------- Name: Bruce G. Wiles Title: President 12 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/ Bruce G. Wiles ------------------------- Name: Bruce G. Wiles Title: President 13 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/ Bruce G. Wiles ------------------------- Name: Bruce G. Wiles 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/ Bruce G. Wiles ------------------------- Name: Bruce G. Wiles Title: President 14 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/ Bruce G. Wiles ------------------------- Name: Bruce G. Wiles Title: President MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Bruce G. Wiles --------------------------------- Name: Bruce G. Wiles Title: President 15 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/ Bruce G. Wiles ------------------------- Name: Bruce G. Wiles 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/ Bruce G. Wiles ------------------------- Name: Bruce G. Wiles Title: President 16 U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By: /s/ Thomas E. Tabor ------------------------------------ Name: Thomas E. Tabor Title: Vice President