-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bw0J7q8Gn7r24vrnOenoNLokHJr0Te/ppmeBbyd1FeQnzqbdMBgxBHTmFXZRhObr FjzzHJB2gK5iZC9EmnXwcA== 0000950142-06-000908.txt : 20060502 0000950142-06-000908.hdr.sgml : 20060502 20060502154046 ACCESSION NUMBER: 0000950142-06-000908 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060502 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060502 DATE AS OF CHANGE: 20060502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERISTAR HOSPITALITY CORP CENTRAL INDEX KEY: 0001012967 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 752648842 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11903 FILM NUMBER: 06799440 BUSINESS ADDRESS: STREET 1: 6430 ROCKLEDGE DRIVE, SUITE 200 CITY: BETHESDA STATE: MD ZIP: 20817 BUSINESS PHONE: 301-581-5900 MAIL ADDRESS: STREET 1: 6430 ROCKLEDGE DRIVE, SUITE 200 CITY: BETHESDA STATE: MD ZIP: 20817 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN GENERAL HOSPITALITY CORP DATE OF NAME CHANGE: 19960428 8-K 1 form8k-mhc_050206.txt CURRENT REPORT ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2006 MERISTAR HOSPITALITY CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) 1-11903 - -------------------------------------------------------------------------------- (Commission File Number) MARYLAND 72-2648842 - -------------------------------------------------------------------------------- (State or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 6430 ROCKLEDGE DRIVE, SUITE 200 BETHESDA, MARYLAND 20817 - -------------------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (301) 581-5900 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ============================================================================== ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT In connection with the completion of the merger of MeriStar Hospitality Corporation ("MeriStar") discussed in Item 5.01, Changes in Control of Registrant below, MeriStar, MeriStar Hospitality Operating Partnership, L.P. (the "Operating Partnership"), MeriStar Hospitality Finance Corp. ("Finance Corp."), certain of MeriStar's subsidiaries (the "9% Subsidiaries"), Alcor Acquisition LLC ("Alcor LLC") and U.S. Bank Trust National Association, as trustee ("U.S. Bank"), have entered into a fourth supplemental indenture, dated as of May 2, 2006 (the "9% Supplemental Indenture"), to the Indenture dated as of January 26, 2001, by and among MeriStar, the Operating Partnership, Finance Corp., the 9% Subsidiaries and U.S. Bank, as supplemented by the First Supplemental Indenture, dated as of December 19, 2001, the Second Supplemental Indenture, dated as of February 7, 2002, and the Third Supplemental Indenture, dated as of April 13, 2006 (as supplemented, the "9% Indenture"), relating to the Operating Partnership's and Finance Corp.'s outstanding 9% Senior Notes due 2008 (the "9% Notes"). In addition, MeriStar, the Operating Partnership, MeriStar Hospitality Finance Corp. III ("Finance Corp. III"), certain of MeriStar's subsidiaries (the "9 1/8% Subsidiaries"), Alcor LLC and U.S. Bank, as trustee, have entered into a second supplemental indenture, dated as of May 2, 2006 (the "9 1/8% Supplemental Indenture"), to the Indenture dated as of February 7, 2002, by and among MeriStar, the Operating Partnership, Finance Corp. III, the 9 1/8% Subsidiaries and U.S. Bank, as supplemented by the Supplemental Indenture, dated as of April 13, 2006 (as supplemented, the "9 1/8% Indenture"), relating to the Operating Partnership's and Finance Corp. III's outstanding 9 1/8% Senior Notes due 2011 (the "9 1/8% Notes"). In addition, MeriStar, Alcor LLC and U.S. Bank, as trustee, have entered into a supplemental indenture, dated as of May 2, 2006 (the "9.50% Supplemental Indenture" and, together with the 9% Supplemental Indenture and the 9 1/8% Supplemental Indenture, the "Supplemental Indentures"), to the Indenture, dated as of July 1, 2003, as supplemented by an Officers' Certificate, dated July 1, 2003 (as supplemented, the "9.50% Indenture" and, together with the 9% Indenture and the 9 1/8% Indenture, the "Indentures"), relating to MeriStar's 9.50% Convertible Subordinated Notes due 2010 (the "9.50% Notes" and, together with the 9% Notes and the 9 1/8% Notes, the "Notes"). The Supplemental Indentures provide for the assumption by Alcor LLC of MeriStar's obligations under the Indentures and the Notes or MeriStar's guarantee of the Notes, as applicable, and certain other amendments related to the merger. The Supplemental Indentures are attached hereto as Exhibit 4.1, 4.2 and 4.3 and are incorporated herein by reference. ITEM 3.03 MATERIAL MODIFICATION OF RIGHTS SECURITY HOLDERS See description under Item 1.01, Entry into a Material Definitive Agreement above regarding the execution on May 2, 2006 of the Supplemental Indentures. ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT On May 2, 2006, MeriStar and the Operating Partnership issued a press release announcing the completion of the merger of MeriStar with and into Alcor LLC, the merger of Alcor Acquisition L.P. with and into the Operating Partnership, and the other transactions contemplated by the Agreement and Plan of Merger, dated as of February 20, 2006 (the "Agreement"), by and among MeriStar, the Operating Partnership, Alcor Holdings LLC, Alcor Acquisition Inc., Alcor LLC and Alcor Acquisition L.P. Alcor Holdings LLC, Alcor Acquisition Inc., Alcor LLC and Alcor Acquisition L.P. are affiliates of The Blackstone Group. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. ITEM 8.01 OTHER EVENTS The Operating Partnership announced that as of 8:00 a.m., New York City time, on May 2, 2006, the expiration date of the tender offers for its 9% Notes and its 9 1/8% Notes, $236,678,000 aggregate principal amount of its 9% Notes and $334,550,000 aggregate principal amount of its 9 1/8% Notes, constituting approximately 96.6% of the 9% Notes and approximately 97.6% of the 9 1/8% Notes, respectively, had been tendered and not withdrawn in connection with the previously announced cash tender offers and consent solicitations for such notes. All such 9% Notes and 9 1/8% Notes validly tendered and not withdrawn in the tender offers and consent solicitations have been accepted for payment. MeriStar also announced that the supplemental indentures with respect to the 9% Notes and the 9 1/8% Notes that were executed on April 13, 2006 in connection with the receipt of the requisite consents from holders of each of the 9% Notes and the 9 1/8% Notes to the proposed amendments reflected therein are now operative. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits EXHIBIT NO. EXHIBIT - ----------- ------- 4.1 Fourth Supplemental Indenture, dated as of May 2, 2006, relating to the 9% Senior Notes due 2008. 4.2 Second Supplemental Indenture, dated as of May 2, 2006, relating to the 9 1/8% Senior Notes due 2011. 4.3 Supplemental Indenture, dated as of May 2, 2006, relating to the 9.50% Convertible Subordinated Notes due 2010. 99.1 Press Release, dated May 2, 2006, of MeriStar Hospitality Corporation and MeriStar Hospitality Operating Partnership, L.P. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MERISTAR HOSPITALITY CORPORATION BY: /s/ Jerome J. Kraisinger --------------------------------------- Jerome J. Kraisinger Executive Vice President, Secretary and General Counsel Date: May 2, 2006 EXHIBIT INDEX EXHIBIT NO. EXHIBIT - ----------- ------- 4.1 Fourth Supplemental Indenture, dated as of May 2, 2006, relating to the 9% Senior Notes due 2008. 4.2 Second Supplemental Indenture, dated as of May 2, 2006, relating to the 9 1/8% Senior Notes due 2011. 4.3 Supplemental Indenture, dated as of May 2, 2006, relating to the 9.50% Convertible Subordinated Notes due 2010. 99.1 Press Release, dated May 2, 2006, of MeriStar Hospitality Corporation and MeriStar Hospitality Operating Partnership, L.P. EX-4 2 ex4-1form8k_050206.txt EXHIBIT 4.1 EXHIBIT 4.1 ----------- EXECUTION COPY FOURTH SUPPLEMENTAL INDENTURE "Supplemental Indenture", dated as of May 2, 2006, among MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership (the "Company"), MeriStar Hospitality Finance Corp., a Delaware corporation ("MeriStar Finance," and, together with the Company, the "Issuers"), MeriStar Hospitality Corporation, a Maryland corporation ("MeriStar"), Alcor Acquisition LLC, a Delaware limited liability company ("Successor"), the subsidiary guarantors parties hereto (the "Subsidiary Guarantors"), and U.S. Bank Trust National Association, as trustee (the "Trustee"). WHEREAS, the Issuers, MeriStar, the Subsidiary Guarantors and the Trustee have heretofore executed and delivered a certain Indenture, dated as of January 26, 2001, as supplemented by the First Supplemental Indenture dated as of December 19, 2001, the Second Supplemental Indenture dated as of February 7, 2002 and the Third Supplemental Indenture dated as of April 13, 2006 (as supplemented, the "Indenture"; capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture), and the Issuers have issued pursuant to the Indenture their 9% Senior Notes due 2008 (the "Notes"), which are guaranteed by MeriStar and the Subsidiary Guarantors (together, the "Guarantors"); WHEREAS, the Company, MeriStar, Successor and certain other entities have entered into an Agreement and Plan of Merger, dated as of February 20, 2006 (the "Merger Agreement"), which contemplates the execution and filing on May 2, 2006 of the Articles of Merger with the Maryland State Department of Assessments and Taxation and a Certificate of Merger with the Secretary of State of the State of Delaware providing for the merger of MeriStar with and into Successor (the "Merger"), with Successor continuing its existence under Delaware law; WHEREAS, Section 5.1 of the Indenture provides, among other things, that MeriStar shall not be prevented from merging with or into another corporation, Person or entity PROVIDED that, among other things, such corporation, Person or entity into which MeriStar shall have merged shall assume upon any such merger, all of the obligations of MeriStar under its Guarantee of the Notes and the Indenture pursuant to a supplemental indenture; WHEREAS, Section 9.1 of the Indenture provides, among other things, that, the Issuers, any Guarantors and the Trustee may amend or supplement the Indenture and any Guarantee with respect to the Notes, without the consent of any Holder, for one or more of the following purposes: (i) to provide for the assumption of MeriStar's obligations under its Guarantee of the Notes in the case of a merger involving MeriStar pursuant to Article 5 of the Indenture; and (ii) to make any change that does not adversely affect the legal rights of Holders under the Indenture; WHEREAS, each of the Issuers, MeriStar, the Subsidiary Guarantors and Successor have been authorized by resolutions of their General Partner, Board of Directors or Members, as the case may be, to enter into this Supplemental Indenture; and 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, MeriStar, the Subsidiary Guarantors, Successor and the Trustee hereby agree as follows: ARTICLE I REPRESENTATIONS OF MERISTAR AND SUCCESSOR 1.1. MeriStar represents and warrants to the Trustee as follows: (a) MeriStar is a Maryland corporation duly organized, validly existing and in good standing under the laws of the State of Maryland. (b) The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary corporate action on its part. 1.2. Successor represents and warrants to the Trustee as follows: (a) Successor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary limited liability company action on its part. 1.3. Each of the Subsidiary Guarantors represents and warrants to the Trustee as follows: (a) It is duly organized, validly existing and in good standing under its jurisdiction of organization. (b) The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary company or partnership action, as applicable, on its part. 1.4. Each of MeriStar and Successor represents and warrants to the Trustee that upon the later of the filing and acceptance for record by the Maryland State Department of Assessments and Taxation and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such other time thereafter as is provided therein (the "Effective Time"), the Merger will be effective in accordance with the terms of the Merger Agreement and applicable law. ARTICLE II ASSUMPTION AND AGREEMENTS 2.1. In accordance with Section 5.1 of the Indenture, Successor hereby expressly assumes all of the obligations of MeriStar under its Guarantee of the Notes and the Indenture. 2.2. Pursuant to Section 5.2 of the Indenture, Successor shall succeed to, and be substituted for, and may exercise every right and power of, MeriStar under the Indenture and its Guarantee of the Notes with the same effect as if Successor had been named as "the Parent" in the Indenture and the Notes; and thereafter MeriStar shall be relieved of all further obligations and covenants under the Indenture and its Guarantee of the Notes. ARTICLE III AMENDMENTS The references in: 3.1. The preambles to the Indenture to "MeriStar Hospitality Corporation, a Maryland corporation (the "Parent")" are hereby amended to read "Alcor Acquisition LLC, a Delaware limited liability company ("Alcor")"; 3.2. Section 11.2 to the addresses for notices for each of the Issuers and MeriStar are hereby amended to read: "If to any Issuer: MeriStar Hospitality Operating Partnership, L.P. c/o Blackstone Real Estate Partners V L.P. 345 Park Avenue New York, NY 10154 Attention: Kenneth A. Caplan Telecopier No.: (212) 583-5202 With a copy to: Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 Attention: Brian M. Stadler, Esq. Andrew R. Keller, Esq. Telecopier No.: (212) 455-2502" "If to Alcor: Alcor Acquisition LLC c/o Blackstone Real Estate Partners V L.P. 345 Park Avenue New York, NY 10154 Attention: Kenneth A. Caplan Telecopier No.: (212) 583-5202 With a copy to: Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 Attention: Brian M. Stadler, Esq. Andrew R. Keller, Esq. Telecopier No.: (212) 455-2502" 3.3. Each other reference in the Indenture and the Notes to "the Parent" shall be amended and deemed to be a reference to "Alcor". 3.4. Except as amended hereby, the Indenture, the Notes and the Guarantees of the Notes are in all respects ratified and confirmed and all the terms thereof shall remain in full force and effect and the Indenture, as so amended, shall be read, taken and construed as one and the same instrument. ARTICLE IV MISCELLANEOUS 4.1. This Supplemental Indenture shall become effective as of the Effective Time. 4.2. The internal law of the State of New York shall govern and be used to construe this Supplemental Indenture. 4.3. 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. 4.4. The Article headings herein are for convenience only and shall not affect the construction hereof. 4.5. 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 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. 4.6. 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. 4.7. 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. 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 SUCCESSOR: ALCOR ACQUISITION LLC, a Delaware limited liability company By: /s/ Kenneth A. Caplan ---------------------------------- Name: Kenneth A. Caplan Title: Managing Director and Vice President SUBSIDIARY GUARANTORS: MERISTAR LP, L.L.C., a Nevada limited liability company 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 AGH UPREIT LLC, a Delaware limited liability company By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By /s/ Bruce G. Wiles ------------------------ Name: Bruce G. Wiles Title: President MERISTAR SUB 4C, L.P. MERISTAR SUB 4F, L.P. MERISTAR SUB 4E, L.P. MERISTAR SUB 4H, L.P. MERISTAR SUB 4B, 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 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 7E, L.L.C. MERISTAR SUB 3C, 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 2A, 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 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 MDV LIMITED PARTNERSHIP, a Texas limited partnership MERISTAR SUB 4A, LTD., a Texas limited partnership MERISTAR SUB 5G, LIMITED PARTNERSHIP, 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 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 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 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 HOSPITALITY FINANCE CORP. II, a Delaware corporation 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 Effective as to the following Guarantor as of the effective time of the merger of MeriStar Sub 5G, Limited Partnership into MeriStar Sub 5G, LP: MERISTAR SUB 5G, LP, a Delaware limited partnership By: ALCOR GP LLC, a Delaware limited liability company, general partner By: /s/ Kenneth A. Caplan ---------------------------------- Name: Kenneth A. Caplan Title: Managing Director and Vice President U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By: /s/ Angelita Pena ---------------------------------- Name: Angelita Pena Title: Assistant Vice President EX-4 3 ex4-2form8k_050206.txt EXHIBIT 4.2 EXHIBIT 4.2 ----------- EXECUTION COPY SECOND SUPPLEMENTAL INDENTURE "Supplemental Indenture", dated as of May 2, 2006, 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 ("MeriStar"), Alcor Acquisition LLC, a Delaware limited liability company ("Successor"), the subsidiary guarantors parties hereto (the "Subsidiary Guarantors"), and U.S. Bank Trust National Association, as trustee (the "Trustee"). WHEREAS, the Issuers, MeriStar, the Subsidiary Guarantors and the Trustee have heretofore executed and delivered a certain Indenture, dated as of February 7, 2002, as supplemented by the Supplemental Indenture dated as of April 13, 2006 (as supplemented, the "Indenture"; capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture), and the Issuers have issued pursuant to the Indenture their 9?% Senior Notes due 2011 (the "Notes"), which are guaranteed by MeriStar and the Subsidiary Guarantors (together, the "Guarantors"); WHEREAS, the Company, MeriStar, Successor and certain other entities have entered into an Agreement and Plan of Merger, dated as of February 20, 2006 (the "Merger Agreement"), which contemplates the execution and filing on May 2, 2006 of the Articles of Merger with the Maryland State Department of Assessments and Taxation and a Certificate of Merger with the Secretary of State of the State of Delaware providing for the merger of MeriStar with and into Successor (the "Merger"), with Successor continuing its existence under Delaware law; WHEREAS, Section 5.1 of the Indenture provides, among other things, that MeriStar shall not be prevented from merging with or into another corporation, Person or entity PROVIDED that, among other things, such corporation, Person or entity into which MeriStar shall have merged shall assume upon any such merger, all of the obligations of MeriStar under its Guarantee of the Notes and the Indenture pursuant to a supplemental indenture; WHEREAS, Section 9.1 of the Indenture provides, among other things, that, the Issuers, any Guarantors and the Trustee may amend or supplement the Indenture and any Guarantee with respect to the Notes, without the consent of any Holder, for one or more of the following purposes: (i) to provide for the assumption of MeriStar's obligations under its Guarantee of the Notes in the case of a merger involving MeriStar pursuant to Article 5 of the Indenture; and (ii) to make any change that does not adversely affect the legal rights of Holders under the Indenture; WHEREAS, each of the Issuers, MeriStar, the Subsidiary Guarantors and Successor have been authorized by resolutions of their General Partner, Board of Directors or Members, as the case may be, to enter into this Supplemental Indenture; and 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, MeriStar, the Subsidiary Guarantors, Successor and the Trustee hereby agree as follows: ARTICLE I REPRESENTATIONS OF MERISTAR AND SUCCESSOR 1.1. MeriStar represents and warrants to the Trustee as follows: (a) MeriStar is a Maryland corporation duly organized, validly existing and in good standing under the laws of the State of Maryland. (b) The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary corporate action on its part. 1.2. Successor represents and warrants to the Trustee as follows: (a) Successor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary limited liability company action on its part. 1.3. Each of the Subsidiary Guarantors represents and warrants to the Trustee as follows: (a) It is duly organized, validly existing and in good standing under its jurisdiction of organization. (b) The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary company or partnership action, as applicable, on its part. 1.4. Each of MeriStar and Successor represents and warrants to the Trustee that upon the later of the filing and acceptance for record by the Maryland State Department of Assessments and Taxation and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such other time thereafter as is provided therein (the "Effective Time"), the Merger will be effective in accordance with the terms of the Merger Agreement and applicable law. ARTICLE II ASSUMPTION AND AGREEMENTS 2.1. In accordance with Section 5.1 of the Indenture, Successor hereby expressly assumes all of the obligations of MeriStar under its Guarantee of the Notes and the Indenture. 2.2. Pursuant to Section 5.2 of the Indenture, Successor shall succeed to, and be substituted for, and may exercise every right and power of, MeriStar under the Indenture and its Guarantee of the Notes with the same effect as if Successor had been named as "the Parent" in the Indenture and the Notes; and thereafter MeriStar shall be relieved of all further obligations and covenants under the Indenture and its Guarantee of the Notes. ARTICLE III AMENDMENTS The references in: 3.1. The preambles to the Indenture to "MeriStar Hospitality Corporation, a Maryland corporation (the "Parent")" are hereby amended to read "Alcor Acquisition LLC, a Delaware limited liability company ("Alcor")"; 3.2. Section 11.2 to the addresses for notices for each of the Issuers and MeriStar are hereby amended to read: "If to any Issuer: MeriStar Hospitality Operating Partnership, L.P. c/o Blackstone Real Estate Partners V L.P. 345 Park Avenue New York, NY 10154 Attention: Kenneth A. Caplan Telecopier No.: (212) 583-5202 With a copy to: Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 Attention: Brian M. Stadler, Esq. Andrew R. Keller, Esq. Telecopier No.: (212) 455-2502" "If to Alcor: Alcor Acquisition LLC c/o Blackstone Real Estate Partners V L.P. 345 Park Avenue New York, NY 10154 Attention: Kenneth A. Caplan Telecopier No.: (212) 583-5202 With a copy to: Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 Attention: Brian M. Stadler, Esq. Andrew R. Keller, Esq. Telecopier No.: (212) 455-2502" 3.3. Each other reference in the Indenture and the Notes to "the Parent" shall be amended and deemed to be a reference to "Alcor". 3.4. Except as amended hereby, the Indenture, the Notes and the Guarantees of the Notes are in all respects ratified and confirmed and all the terms thereof shall remain in full force and effect and the Indenture, as so amended, shall be read, taken and construed as one and the same instrument. ARTICLE IV MISCELLANEOUS 4.1. This Supplemental Indenture shall become effective as of the Effective Time. 4.2. The internal law of the State of New York shall govern and be used to construe this Supplemental Indenture. 4.3. 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. 4.4. The Article headings herein are for convenience only and shall not affect the construction hereof. 4.5. 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 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. 4.6. 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. 4.7. 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 SUCCESSOR: ALCOR ACQUISITION LLC, a Delaware limited liability company By /s/ Kenneth A. Caplan ----------------------------------- Name: Kenneth A. Caplan Title: Managing Director and Vice President SUBSIDIARY GUARANTORS: MERISTAR LP, L.L.C., a Nevada limited liability company 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 AGH UPREIT LLC, a Delaware limited liability company By: MeriStar Hospitality Operating Partnership, L.P., a Delaware \ limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Bruce G. Wiles ------------------------- Name: Bruce G. Wiles Title: President MERISTAR SUB 4C, L.P. MERISTAR SUB 4F, L.P. MERISTAR SUB 4E, L.P. MERISTAR SUB 4H, L.P. MERISTAR SUB 4B, 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 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 7E, L.L.C. MERISTAR SUB 3C, 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 2A, 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 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 MDV LIMITED PARTNERSHIP, a Texas limited partnership MERISTAR SUB 4A, LTD., a Texas limited partnership MERISTAR SUB 5G, LIMITED PARTNERSHIP, 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 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 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 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 Effective as to the following Guarantor as of the effective time of the merger of MeriStar Sub 5G, Limited Partnership into MeriStar Sub 5G, LP: MERISTAR SUB 5G, LP, a Delaware limited partnership By: ALCOR GP LLC, a Delaware limited liability company, general partner By: /s/ Kenneth A. Caplan ---------------------------------- Name: Kenneth A. Caplan Title: Managing Director and Vice President U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By /s/ Angelita Pena ----------------------------------- Name: Angelita Pena Title: Assistant Vice President EX-4 4 ex4-3form8k_050206.txt EXHIBIT 4.3 EXHIBIT 4.3 ----------- EXECUTION COPY SUPPLEMENTAL INDENTURE, dated as of May 2, 2006 (this "SUPPLEMENTAL INDENTURE"), among MeriStar Hospitality Corporation, a Maryland corporation ("MERISTAR"), Alcor Acquisition LLC, a Delaware limited liability company ("SUCCESSOR"), and U.S. Bank Trust National Association, as trustee (the "TRUSTEE"). RECITALS WHEREAS, MeriStar and the Trustee have executed and delivered an Indenture, dated as of July 1, 2003 (the "ORIGINAL INDENTURE"), as supplemented by an Officers' Certificate dated July 1, 2003 (the "OFFICERS' CERTIFICATE," and, together with the Original Indenture, the "SUPPLEMENTED ORIGINAL INDENTURE" and, as amended by this Supplemental Indenture, collectively, the "INDENTURE"), to establish the terms of and provide for the issuance and delivery by MeriStar of its 9.50% Convertible Subordinated Notes due 2010 (the "NOTES"); WHEREAS, MeriStar and Successor have entered into an Agreement and Plan of Merger, dated as of February 20, 2006 (the "MERGER AGREEMENT"), by and among MeriStar, MeriStar Hospitality Operating Partnership, L.P. ("MeriStar Operating Partnership"), Alcor Holdings LLC ("Alcor Holdings"), Alcor Acquisition Inc., Successor and Alcor Acquisition L.P. ("Alcor L.P."), pursuant to which, upon satisfaction of the terms of the Merger Agreement, MeriStar will merge with and into Successor, a wholly owned subsidiary of Alcor Holdings, with Successor being the surviving company (the "MERGER"), and Alcor L.P., whose general partner is an indirect, wholly owned subsidiary of Alcor Holdings, will merge with and into MeriStar Operating Partnership, with MeriStar Operating Partnership being the surviving partnership; WHEREAS, Section 9.01 of the Original Indenture provides that MeriStar and the Trustee may enter into supplemental indentures without the consent of any Holder to comply with Article 8 of the Original Indenture; WHEREAS, Section 5.6 of the Officers' Certificate provides that in the event of certain mergers, the successor to such merger and the Trustee shall enter into a supplemental indenture to comply with such Section; WHEREAS, Successor desires to enter into this Supplemental Indenture and to provide that, effective as of the Effective Time (as defined below), Successor will expressly assume all of the obligations of MeriStar under the Indenture and the Notes and to provide that upon a Holder's conversion of a Note in accordance with the terms of the Indenture from and after the Effective Time, such Holder will receive the amount of cash which such Holder would have received upon the Merger if such Holder had converted such Note immediately prior to the Effective Time; and WHEREAS, all things necessary for the execution of this Supplemental Indenture, and to make this Supplemental Indenture a valid supplement to the Supplemented Original Indenture according to its terms and a valid and binding agreement of Successor, have been done. 2 NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes: ARTICLE 1 REPRESENTATIONS OF MERISTAR AND SUCCESSOR SECTION 1.01. MeriStar represents and warrants to the Trustee as follows: (i) MeriStar is a Maryland corporation duly organized, validly existing and in good standing under the laws of the State of Maryland. (ii) The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary corporate action on its part. SECTION 1.02. Successor represents and warrants to the Trustee as follows: (i) Successor is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (ii) The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary limited liability company action on its part. SECTION 1.03. Each of MeriStar and Successor represents and warrants to the Trustee that upon the later of the filling and acceptance for record by the Maryland State Department of Assessments and Taxation and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such other time thereafter as is provided therein (the "EFFECTIVE TIME"), the Merger will be effective in accordance with the terms of the Merger Agreement and applicable law. ARTICLE 2 RATIFICATION; DEFINITIONS SECTION 2.01. SUPPLEMENTAL INDENTURE. This Supplemental Indenture constitutes an integral part of, is supplemental to, and is entered into in accordance with, Section 9.01 of the Original Indenture and Section 5.6 of the Officers' Certificate and, except as modified, amended and supplemented by this Supplemental Indenture, the provisions of the Supplemented Original Indenture are ratified and confirmed in all respects and shall remain in full force and effect. SECTION 2.02. DEFINITIONS. For all purposes of this Supplemental Indenture: 3 (a) Capitalized terms used herein without definition shall have the meanings specified in the Supplemented Original Indenture; and (b) The terms "herein," "hereof," "hereunder" and other words of similar import refer to this Supplemental Indenture. ARTICLE 3 AMENDMENTS TO THE SUPPLEMENTED ORIGINAL INDENTURE SECTION 3.01. ASSUMPTION OF OBLIGATIONS BY SUCCESSOR. Successor hereby expressly assumes all of the obligations of MeriStar under the Notes and the Indenture, including, without limitation, (i) the due and punctual payment of the principal, premium, if any, and interest on all of the Notes, as applicable, (ii) the payment of the Fixed Sum Conversion Amount (as defined below) upon conversion of any Note and (iii) the performance and observance of every covenant of the Indenture on the part of MeriStar to be performed or observed. SECTION 3.02. AMENDMENT TO THE FIRST PARAGRAPH. The first paragraph of each of the Original Indenture and the Officers' Certificate is hereby amended so that the term "the Company" as used therein shall mean Successor. Pursuant to Section 8.03 of the Original Indenture, Successor shall succeed to, and be substituted for, and may exercise every right and power of, MeriStar under the Supplemented Original Indenture and the Notes with the same effect as if Successor had been named as "the Company" therein; and thereafter, MeriStar shall be relieved of all obligations and covenants under the Supplemented Original Indenture and the Notes. SECTION 3.03. AMENDMENTS TO CERTAIN DEFINITIONS. Section 1.01 of the Original Indenture is hereby amended so that the terms "Effective Time," "Merger," "Merger Agreement," "Successor" and "Fixed Sum Conversion Amount" shall have the meanings therein given them in this Supplemental Indenture. SECTION 3.04. AMENDMENT TO RIGHT TO CONVERT. Pursuant to Section 5.6 of the Officers' Certificate, and subject to the terms and conditions of the Notes and the Supplemented Original Indenture, from and after the Effective Time, any Note outstanding on the Effective Time shall be convertible into a fixed sum of $1,026.52 in cash, without interest, less any required withholding taxes, per $1,000 principal amount at maturity thereof (the "FIXED SUM CONVERSION AMOUNT"). The Notes and Section 5.1 of the Officers' Certificate are hereby deemed amended accordingly. 4 SECTION 3.05. AMENDMENT TO SECTION 5.5 OF THE OFFICERS' CERTIFICATE. The Fixed Sum Conversion Amount shall not be subject to further adjustment pursuant to Section 5.5 of the Officers' Certificate. The Notes and Section 5.5 of the Officers' Certificate are hereby amended accordingly. SECTION 3.06. AMENDMENT TO SECTION 1.05 OF THE ORIGINAL INDENTURE. Clause (b) of Section 1.05 of the Original Indenture is hereby amended with respect to the Notes by replacing the address of the relevant issuer with the following: Alcor Holdings LLC c/o Blackstone Real Estate Partners V L.P. 345 Park Avenue New York, NY 10154 Attention: Kenneth A. Caplan ARTICLE 4 AMENDMENTS TO CERTAIN PROVISIONS OF THE NOTES; NOTATION ON THE NOTES SECTION 4.01. AMENDMENTS TO THE NOTES. Paragraph 17 of the reverse of the Notes is hereby amended by replacing it in its entirety with the following: "Subject to the provisions of the Indenture, the Holder hereof has the right, at its option, at any time from and after the Effective Time and prior to the close of business on April 1, 2010, to convert the principal hereof or any portion of such principal which is $1,000 principal amount at maturity or an integral multiple thereof, for a fixed sum of $1,026.52 in cash, without interest, less any required withholding taxes, per $1,000 principal amount at maturity thereof, upon surrender of this Note, together with a conversion notice as provided in the Indenture, to Alcor Acquisition LLC at the office or agency of Alcor Acquisition LLC maintained for that purpose in the Borough of Manhattan, The City of New York, or at the option of such Holder, the Corporate Trust Office, and, unless the cash payable on conversion is to be paid in the same name as this Note, duly endorsed by, or accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or by its duly authorized attorney. No adjustment in respect of accrued interest will be made upon any conversion; provided, however, that if this Note shall be surrendered for conversion during the period from the close of business on any record date for the payment of interest to the close of business on the Business Day preceding the interest payment date, this Note must be accompanied by an amount, in New York Clearing House funds or other funds acceptable to the Company, equal to the interest payable on such interest payment date on the principal amount at maturity being converted." 5 SECTION 4.02. NOTATION ON NOTES. (a) The Notes, as amended by the provisions of this Supplemental Indenture, shall bear a notation substantially to the following effect: "THE TERMS OF THIS NOTE HAVE BEEN AMENDED TO THE EXTENT PROVIDED IN THE SUPPLEMENTAL INDENTURE, DATED AS OF MAY 2, 2006, AMONG ALCOR ACQUISITION LLC, MERISTAR HOSPITALITY CORPORATION AND THE TRUSTEE. THE TERMS OF THIS NOTE INCLUDE THOSE STATED IN THE INDENTURE, AS SUPPLEMENTED BY THE SUPPLEMENTAL INDENTURE, AND HOLDERS ARE REFERRED TO THE INDENTURE AND THE SUPPLEMENTAL INDENTURE FOR A STATEMENT OF THOSE TERMS." (b) The Trustee hereby agrees to cause the Notes to bear the above notation pursuant to, and upon satisfaction of, the conditions set forth in Article 9 of the Original Indenture and Section 5.6 of the Officers' Certificate. ARTICLE 5 MISCELLANEOUS SECTION 5.01. EFFECTIVENESS. This Supplemental Indenture shall become effective as of the Effective Time. SECTION 5.02. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 5.03. CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included or deemed included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision 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 excluded, such provision of the Trust Indenture Act shall be deemed to apply to this Supplemental Indenture as so modified or shall be excluded, as the case may be. SECTION 5.04. EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution of this Supplemental Indenture, the Supplemented Original Indenture shall be modified in accordance herewith, and this Supplemental Indenture shall form a part of the Supplemented Original Indenture for all purposes; and every Holder of Securities heretofore and hereafter authenticated and delivered hereunder shall be bound hereby. SECTION 5.05. SUCCESSORS AND ASSIGNS. All agreements of Successor in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. 6 SECTION 5.06. MODIFICATION OF NOTES. In order to give effect to this Supplemental Indenture, the modification, annotation and/or exchange of the Notes shall be evidenced by a substitution of the relevant page thereto. SECTION 5.07. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE AND THE NOTES WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 5.08. MULTIPLE ORIGINALS. 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. One signed copy is enough to prove this Supplemental Indenture. SECTION 5.09. SEPARABILITY CLAUSE. In case any provision in this Supplemental Indenture or the Notes 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 5.10. TRUSTEE. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of Successor and MeriStar and not of the Trustee. [Signature page follows] IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Supplemental Indenture on behalf of the respective parties hereto as of the date first above written. MERISTAR HOSPITALITY CORPORATION By: /s/ Bruce G. Wiles ----------------------------------- Name: Bruce G. Wiles Title: President 8 ALCOR ACQUISITION LLC By: /s/ Kenneth A. Caplan ----------------------------------- Name: Kenneth A. Caplan Title: Managing Director and Vice President 9 U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By /s/ Angelita Pena ------------------------------------ Name: Angelita Pena Title: Assistant Vice President EX-99 5 ex99-1form8k_050206.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ FOR IMMEDIATE RELEASE Contact: Kevin J. Welch MeriStar Hospitality (301) 581-5926 MERISTAR ANNOUNCES COMPLETION OF MERGERS WITH AFFILIATES OF THE BLACKSTONE GROUP BETHESDA, Md., May 2, 2006--MeriStar Hospitality Corporation (NYSE: MHX) and its susbisiary, MeriStar Hospitality Operating Partnership, L.P., announced the completion of the merger of MeriStar with and into Alcor Acquisition LLC, the merger of Alcor Acquisition L.P. with and into MeriStar Hospitality Operating Partnership, L.P., and the other transactions contemplated by the Agreement and Plan of Merger, dated as of February 20, 2006, by and among MeriStar, MeriStar Hospitality Operating Partnership, L.P., Alcor Holdings LLC, Alcor Acquisition Inc., Alcor Acquisition LLC and Alcor Acquisition L.P. Alcor Holdings LLC, Alcor Acquisition LLC and Alcor Acquisition L.P. are affiliates of The Blackstone Group. Under the terms of the merger agreement, holders of shares of MeriStar common stock and units of limited partner interest in MeriStar Hospitality Operating Partnership, L.P. will receive $10.45 per share or unit in cash, without interest. In addition, MeriStar Hospitality Operating Partnership, L.P. announced that as of 8:00 a.m., New York City time, on May 2, 2006, the expiration date of the tender offers for its 9% Senior Notes due 2008 and its 9?% Senior Notes due 2011, $236,678,000 aggregate principal amount of its 9% Senior Notes due 2008 and $334,550,000 aggregate principal amount of its 9?% Senior Notes due 2011, constituting approximately 96.6% of the 9% Senior Notes due 2008 and approximately 97.6% of the 9?% Senior Notes, respectively, had been tendered and not withdrawn in connection with the previously announced cash tender offers and consent solicitations for such notes. All such 9% Senior Notes and 9?% Senior Notes validly tendered and not withdrawn in the tender offers and consent solicitations have been accepted for payment. MeriStar also announced that the Supplemental Indentures governing the 9% Senior Notes and the 9?% Senior Notes, which were executed on April 13, 2006 in connection with the receipt of the requisite consents from holders of each of the 9% Senior Notes and the 9?% Senior Notes to the proposed amendments reflected therein, are now operative. ABOUT MERISTAR HOSPITALITY CORPORATION Bethesda, Maryland-based MeriStar Hospitality Corporation owns 47 principally upper-upscale, full-service hotels in major markets and resort locations with 14,404 rooms in 19 states and the District of Columbia. MeriStar owns hotels under such internationally known brands as Hilton, Sheraton, Marriott, Ritz-Carlton, Westin, Doubletree and Radisson. For more information about MeriStar, visit the company's website: www.meristar.com. ABOUT THE BLACKSTONE GROUP The Blackstone Group, a global private investment and advisory firm with offices in New York, Atlanta, Boston, Los Angeles, London, Hamburg, Mumbai and Paris, was founded in 1985. Blackstone's real estate group has raised approximately $10 billion for real estate investing and has a long track record of investing in office buildings, hotels and other commercial properties. In addition to Real Estate, The Blackstone Group's core businesses include Private Equity, Corporate Debt Investing, Marketable MeriStar set Record Date Page 2 Alternative Asset Management, Mergers and Acquisitions Advisory, and Restructuring and Reorganization Advisory. Information relating to The Blackstone Group can be accessed on the Internet at http://www.Blackstone.com. SAFE HARBOR STATEMENT THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS, WHICH ARE BASED ON VARIOUS ASSUMPTIONS AND DESCRIBE OUR FUTURE PLANS, STRATEGIES AND EXPECTATIONS, ARE GENERALLY IDENTIFIED BY OUR USE OF WORDS SUCH AS "INTEND," "PLAN," "MAY," "SHOULD," "WILL," "PROJECT," "ESTIMATE," "ANTICIPATE," "BELIEVE," "EXPECT," "CONTINUE," "POTENTIAL," "OPPORTUNITY," AND SIMILAR EXPRESSIONS, WHETHER IN THE NEGATIVE OR AFFIRMATIVE. WE CANNOT GUARANTEE THAT WE ACTUALLY WILL ACHIEVE THESE PLANS, INTENTIONS OR EXPECTATIONS. ALL STATEMENTS REGARDING OUR EXPECTED FINANCIAL POSITION, BUSINESS AND FINANCING PLANS ARE FORWARD- LOOKING STATEMENTS. EXCEPT FOR HISTORICAL INFORMATION, MATTERS DISCUSSED IN THIS PRESS RELEASE ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE OUR ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. FACTORS WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR OPERATIONS AND FUTURE PROSPECTS INCLUDE, BUT ARE NOT LIMITED TO: ECONOMIC CONDITIONS GENERALLY AND THE REAL ESTATE MARKET SPECIFICALLY; SUPPLY AND DEMAND FOR HOTEL ROOMS IN OUR CURRENT AND PROPOSED MARKET AREAS; OTHER FACTORS THAT MAY INFLUENCE THE TRAVEL INDUSTRY, INCLUDING HEALTH, SAFETY AND ECONOMIC FACTORS; COMPETITION; THE LEVEL OF PROCEEDS FROM ASSET SALES; CASH FLOW GENERALLY, INCLUDING THE AVAILABILITY OF CAPITAL GENERALLY, CASH AVAILABLE FOR CAPITAL EXPENDITURES, AND OUR ABILITY TO REFINANCE DEBT; THE EFFECTS OF THREATS OF TERRORISM AND INCREASED SECURITY PRECAUTIONS ON TRAVEL PATTERNS AND DEMAND FOR HOTELS; THE THREATENED OR ACTUAL OUTBREAK OF HOSTILITIES AND INTERNATIONAL POLITICAL INSTABILITY; GOVERNMENTAL ACTIONS, INCLUDING NEW LAWS AND REGULATIONS AND PARTICULARLY CHANGES TO LAWS GOVERNING THE TAXATION OF REAL ESTATE INVESTMENT TRUSTS; WEATHER CONDITIONS GENERALLY AND NATURAL DISASTERS; RISING INSURANCE PREMIUMS; RISING INTEREST RATES; AND CHANGES IN U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, POLICIES AND GUIDELINES APPLICABLE TO REAL ESTATE INVESTMENT TRUSTS. THESE RISKS AND UNCERTAINTIES SHOULD BE CONSIDERED IN EVALUATING ANY FORWARD-LOOKING STATEMENTS CONTAINED IN THIS PRESS RELEASE OR INCORPORATED BY REFERENCE HEREIN. ALL FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE OF THIS PRESS RELEASE OR, IN THE CASE OF ANY DOCUMENT INCORPORATED BY REFERENCE, THE DATE OF THAT DOCUMENT. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO US OR ANY PERSON ACTING ON OUR BEHALF ARE QUALIFIED BY THE CAUTIONARY STATEMENTS IN THIS SECTION. WE UNDERTAKE NO OBLIGATION TO UPDATE OR PUBLICLY RELEASE ANY REVISIONS TO FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS, CIRCUMSTANCES OR CHANGES IN EXPECTATIONS AFTER THE DATE OF THIS PRESS RELEASE. -----END PRIVACY-ENHANCED MESSAGE-----