EX-4.5.2 11 dex452.txt EXHIBIT 4.5.2 Exhibit 4.5.2 FIRST SUPPLEMENTAL INDENTURE This "Supplemental Indenture", dated as of December 19, 2001, among MeriStar Hospitality Operating Partnership (the "Company"), MeriStar Hospitality Finance Corp. ("MeriStar Finance," and together with the Company, the "Issuers"), MeriStar Hospitality Corporation (the "Parent"), the Subsidiary Guarantors who are parties to the indenture referred to below, each of the subsidiaries of the Company, indicated as New Guarantors on the signature pages hereto (collectively, the "Guarantors" and each a "Guarantor") and U.S. Bank Trust National Association, as trustee under the indenture referred to below (the "Trustee"). W I T N E S S E T H WHEREAS, the Issuers, the Parent and the Subsidiary Guarantors parties thereto, have heretofore executed and delivered to the Trustee an indenture (the "Indenture"), dated as of January 26, 2001, providing for the issuance of up to an aggregate principal amount of $300,000,000 of 9% Senior Notes due 2008 (the "2008 Notes") and up to an aggregate principal amount of $200,000,000 of 9-1/8% Senior Notes due 2011 (the "2011 Notes" and, together with the 2008 Notes, the "Notes"); WHEREAS, Section 4.15 of the Indenture provides that under certain circumstances the Company and the Parent are required to cause the Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the Guarantors shall unconditionally guarantee all of the Issuers' Obligations under the Notes pursuant to a Guarantee on the terms and conditions set forth herein; WHEREAS, the Issuers intend to add Covenants to the Indenture to provide additional rights and benefits to the Holders of the Notes; and WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AMENDMENTS TO THE INDENTURE. 2.1 Section 1.1 of the Indenture is hereby amended by adding the following definition after the definition of "Credit Agreement": "Credit Agreement - 4.12A and 4.18A" means the Second Amended and Restated Credit Agreement, dated as of August 3, 1998 and subsequently amended, 2 entered into between and among the Company and the lenders party thereto, and any other senior debt facilities or commercial paper facilities with banks or other institutional lenders providing for borrowings, receivables financings (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case as amended, modified, supplemented, restructured, renewed, restated or extended, from time to time on one or more occasions; provided that the term "Credit Agreement - 4.12 and 4.18" shall not include Indebtedness described in clause (a) of the definition of "Non-Recourse Indebtedness" and/or Indebtedness commonly known as "collateralized mortgage-backed securities." 2.2 Article 4 of the Indenture is amended by adding the following Sections 4.12A and 4.18A after Section 4.12 and 4.18, respectively: 4.12A. LIMITATION ON LIENS. (a) Neither the Company nor the Parent shall, and neither the Company nor the Parent shall permit any of their respective Restricted Subsidiaries to, secure any Indebtedness under any Credit Agreement - 4.12A and 4.18A or any other Indebtedness incurred pursuant to clause (b) of the second paragraph of Section 4.9 by a Lien (other than a Stock Pledge) unless contemporaneously therewith effective provision is made to secure the Notes equally and ratably with the Indebtedness under such Credit Agreement - 4.12A and 4.18A or any such other Indebtedness incurred pursuant to clause (b) of the second paragraph of Section 4.9 (and any other senior Indebtedness outstanding with similar provisions requiring the Company to equally and ratably secure such Indebtedness) for so long as the Indebtedness under any such Credit Agreement - 4.12A and 4.18A or any other such Indebtedness incurred pursuant to clause (b) of the second paragraph of Section 4.9 is secured by such Lien; provided, however, that the Company, the Parent or any of their respective Restricted Subsidiaries may secure with one or more Liens up to $300 million aggregate principal amount of Indebtedness described in clause (a) of the definition of "Non-Recourse Indebtedness" and/or Indebtedness commonly known as "collateralized mortgage-backed securities," without making provision to equally and ratably secure the Notes. (b) Notwithstanding anything to the contrary, (i) the provisions of this section shall not be applicable in the event, and only for so long as, the Notes are rated Investment Grade and no Default or Event of Default has occurred and is continuing and (ii) the provisions of this section shall not be applicable in the event Section 4.12 becomes effective. (c) If a Covenant Defeasance or a Legal Defeasance occurs pursuant to Article VIII, the Issuers and Guarantors shall be released from all obligations, if any, contained in this Section 4.12A. 3 4.18A. MAINTENANCE OF TOTAL UNENCUMBERED ASSETS. The Company, the Parent and their respective Restricted Subsidiaries shall maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of the Company's, the Parent's and their respective Restricted Subsidiaries' senior Unsecured Indebtedness (including amounts of Refinancing Indebtedness outstanding pursuant to clause (e) of the second paragraph of Section 4.9 or otherwise); provided, however, that this Section 4.18A shall not prohibit the incurrence of Secured Indebtedness under the Credit Agreement - 4.12A and 4.18A; and provided further, however, that, to the extent that the Notes are secured by any assets equally and ratably with any other Indebtedness pursuant to Section 4.12 or Section 4.12A hereof, the related Lien or Liens on such assets securing the Notes and such other Indebtedness shall be ignored when determining the amount of Total Unencumbered Assets and senior Unsecured Indebtedness for purposes of this Section 4.18A. (b) Notwithstanding anything to the contrary, the provisions of this section shall not be applicable in the event Section 4.18 becomes effective. (c) If a Covenant Defeasance or a Legal Defeasance occurs pursuant to Article VIII, the Issuers and Guarantors shall be released from all obligations, if any, contained in this Section 4.18A. 3. AGREEMENT TO GUARANTEE. The Guarantors hereby agrees, jointly and severally with all other Guarantors, to guarantee the Issuers' obligations under the Notes on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture. 4. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, shareholder or agent of the Guarantor, as such, shall have any liability for any obligations of any Issuer or any Guarantor under the Notes, any Guarantees, the Indenture or this Supplemental 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 or release may not be effective to waive or release liabilities under the federal securities laws. 5. NEW YORK LAW TO GOVERN. The internal law of the State of New York shall govern and be used to construe this Supplemental Indenture. 6. 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. 7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 4 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, 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/ Christopher L. Bennett --------------------------- Christopher L. Bennett Senior Vice President and General Counsel MERISTAR HOSPITALITY FINANCE CORP., a Delaware corporation By: /s/ Christopher L. Bennett --------------------------- Christopher L. Bennett Senior Vice President and General Counsel Parent: ------ MERISTAR HOSPITALITY CORPORATION, a Maryland corporation By: /s/ Christopher L. Bennett -------------------------- Christopher L. Bennett Senior Vice President and General Counsel 5 Subsidiary Guarantors: ---------------------- 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/ Christopher L. Bennett --------------------------- Christopher L. Bennett Senior Vice President and General Counsel AGH PSS I, INC., a Delaware corporation By: /s/ Christopher L. Bennett -------------------------- Christopher L. Bennett Senior Vice President and General Counsel 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: MeriStar Hospitality Corporation, a Maryland corporation, member By: /s/ Christopher L. Bennett ----------------------------------------- Christopher L. Bennett Senior Vice President and General Counsel 6 CAPSTAR HOUSTON SW PARTNERS, L.P. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, general partner By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel CAPSTAR MEDALLION HOUSTON PARTNERS, L.P. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, general partner By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel CAPSTAR MEDALLION DALLAS PARTNERS, L.P. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, general partner By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel 7 CAPSTAR MEDALLION AUSTIN PARTNERS, L.P. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, general partner By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett -------------------------------- Christopher L. Bennett Senior Vice President and General Counsel CAPSTAR MIDLAND PARTNERS, L.P. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, general partner By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ---------------------------- Christopher L. Bennett Senior Vice President and General Counsel CAPSTAR DALLAS PARTNERS, L.P. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, general partner By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ---------------------------- Christopher L. Bennett Senior Vice President and General Counsel 8 CAPSTAR MOCKINGBIRD PARTNERS, L.P. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, general partner By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel EQUISTAR SCHAUMBURG COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel EQUISTAR BELLEVUE COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel EQUISTAR CLEVELAND COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member 9 By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel EQUISTAR LATHAM COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel EQUISTAR VIRGINIA COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel EQUISTAR BALLSTON COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner 10 By: /s/ Christopher L. Bennett ----------------------------------------- Christopher L. Bennett Senior Vice President and General Counsel EQUISTAR SALT LAKE COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ------------------------------------ Christopher L. Bennett Senior Vice President and General Counsel EQUISTAR ATLANTA GP COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ------------------------------------ Christopher L. Bennett Senior Vice President and General Counsel EQUISTAR ATLANTA LP COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ------------------------------------ Christopher L. Bennett Senior Vice President and General Counsel 11 CAPSTAR WASHINGTON COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel CAPSTAR CS COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel CAPSTAR SAN PEDRO COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel 12 CAPSTAR LOUISVILLE COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel CAPSTAR LEXINGTON COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel CAPSTAR OKLAHOMA CITY COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel 13 CAPSTAR CHERRY HILL COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel CAPSTAR FRAZER COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel CAPSTAR KC COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel CAPSTAR NATIONAL AIRPORT COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member 14 By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ----------------------------------- Christopher L. Bennett Senior Vice President and General Counsel CAPSTAR GEORGETOWN COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ------------------------------------- Christopher L. Bennett Senior Vice President and General Counsel CAPSTAR JEKYLL COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ------------------------------------- Christopher L. Bennett Senior Vice President and General Counsel 15 CAPSTAR DETROIT AIRPORT COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ----------------------------------- Christopher L. Bennett Senior Vice President and General Counsel CAPSTAR TUCSON COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ----------------------------------- Christopher L. Bennett Senior Vice President and General Counsel CAPSTAR MESA COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ----------------------------------- Christopher L. Bennett Senior Vice President and General Counsel CAPSTAR MORRISTOWN COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member 16 By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ----------------------------------- Christopher L. Bennett Senior Vice President and General Counsel CAPSTAR INDIANAPOLIS COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ------------------------------------- Christopher L. Bennett Senior Vice President and General Counsel CAPSTAR CHICAGO COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ------------------------------------ Christopher L. Bennett Senior Vice President and General Counsel 17 CAPSTAR WINDSOR LOCKS COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ----------------------------------- Christopher L. Bennett Senior Vice President and General Counsel CAPSTAR HARTFORD COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ----------------------------------- Christopher L. Bennett Senior Vice President and General Counsel CAPSTAR CROSS KEYS COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ----------------------------------- Christopher L. Bennett Senior Vice President and General Counsel CAPSTAR COLUMBIA COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member 18 By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ----------------------------------- Christopher L. Bennett Senior Vice President and General Counsel CAPSTAR ROLAND PARK COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ------------------------------------ Christopher L. Bennett Senior Vice President and General Counsel CAPSTAR FORRESTAL COMPANY, L.L.C. By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ------------------------------------- Christopher L. Bennett Senior Vice President and General Counsel 19 MERISTAR SANIBEL INN COMPANY, LLC By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ---------------------------------- Christopher L. Bennett Senior Vice President and General Counsel MERISTAR SUNDIAL BEACH COMPANY, LLC By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ----------------------------------- Christopher L. Bennett Senior Vice President and General Counsel MERISTAR SAFETY HARBOR COMPANY, LLC By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ----------------------------------- Christopher L. Bennett Senior Vice President and General Counsel MERISTAR SEASIDE INN COMPANY, LLC By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member 20 By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ----------------------------------- Christopher L. Bennett Senior Vice President and General Counsel MERISTAR PLANTATION SHOPPING CENTER COMPANY, LLC By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ----------------------------------- Christopher L. Bennett Senior Vice President and General Counsel MERISTAR SONG OF THE SEA COMPANY, LLC By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ----------------------------------- Christopher L. Bennett Senior Vice President and General Counsel 21 MERISTAR SHIRLEY'S PARCEL COMPANY, LLC By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ----------------------------------- Christopher L. Bennett Senior Vice President and General Counsel MERISTAR SANIBEL GOLF COMPANY, LLC By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel MERISTAR MARCO ISLAND COMPANY, LLC By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel MERISTAR S.S. PLANTATION COMPANY, LLC By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member 22 By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel MERISTAR HOTEL (CALGARY AIRPORT) LLC By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel MERISTAR HOTEL (VANCOUVER) LLC By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel 23 MERISTAR HOTEL (SURREY) LLC By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel MERISTAR HOTEL (BURNABY) LLC By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel AGH 75 ARLINGTON HEIGHTS LLC By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, member By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel 24 MERISTAR SANTA BARBARA, L.P., 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/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel MERISTAR CATHEDRAL CITY, L.P., 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/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel MERISTAR LAJV, L.P., 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/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel 25 75 ARLINGTON HEIGHTS LIMITED PARTNERSHIP, L.P., Delaware limited partnership By: AGH 75 Arlington Heights LLC, a Delaware limited liability company, 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/ Christopher L. Bennett ---------------------------- Christopher L. Bennett Senior Vice President and General Counsel BCHI ACQUISITION, 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, general partner By: /s/ Christopher L. Bennett ---------------------------- Christopher L. Bennett Senior Vice President and General Counsel 26 MDV LIMITED PARTNERSHIP, a Texas 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/ Christopher L. Bennett ---------------------------- Christopher L. Bennett Senior Vice President and General Counsel 183 HOTEL ASSOCIATES, LTD., a Texas 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/ Christopher L. Bennett ---------------------------- Christopher L. Bennett Senior Vice President and General Counsel 27 LAKE BUENA VISTA PARTNERS, LTD., a Florida 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/ Christopher L. Bennett ---------------------------- Christopher L. Bennett Senior Vice President and General Counsel DURHAM I-85 LIMITED PARTNERSHIP, 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/ Christopher L. Bennett ----------------------------- Christopher L. Bennett Senior Vice President and General Counsel COCOA BEACH HOTELS, LTD., a Florida 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 28 By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ---------------------------- Christopher L. Bennett Senior Vice President and General Counsel HOTEL COLUMBIA COMPANY, a Maryland general partnership By: CapStar Columbia Company, 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/ Christopher L. Bennett ---------------------------- Christopher L. Bennett Senior Vice President and General Counsel MERISTAR LP, INC., a Nevada corporation By: /s/ Christopher L. Bennett ---------------------------- Christopher L. Bennett Senior Vice President and General Counsel 3100 GLENDALE 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 29 By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ---------------------------- Christopher L. Bennett Senior Vice President and General Counsel By: MeriStar Hospitality Operating Partnership, L.P., a Delaware limited partnership, partner By: MeriStar Hospitality Corporation, a Maryland corporation, general partner By: /s/ Christopher L. Bennett ------------------------------ Christopher L. Bennett Senior Vice President and General Counsel MERISTAR HOTEL LESSEE, INC. By: /s/ Christopher L. Bennett ------------------------------- Christopher L. Bennett Senior Vice President and General Counsel New Guarantors: -------------- MERISTAR HOSPITALITY FINANCE CORP. II, a Delaware corporation By: /s/ Christopher L. Bennett ------------------------------- Christopher L. Bennett Senior Vice President and General Counsel MT. ARLINGTON NEW JERSEY 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 30 By: MeriStar Hospitality Corporation, a Maryland corporation, its General partner By: /s/ Christopher L. Bennett ---------------------------- Christopher L. Bennett Senior Vice President and General Counsel 455 MEADOWLANDS ASSOCIATES, LTD., A Texas limited partnership By: AGH Secaucus 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/ Christopher L. Bennett ---------------------------- Christopher L. Bennett Senior Vice President and General Counsel AGH SECAUCUS LLC, a Delaware limited liability company 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/ Christopher L. Bennett --------------------------------- Christopher L. Bennett Senior Vice President and General Counsel 31 Trustee: ------- U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By: /s/ Adam Berman ------------------- Adam Berman Trust Officer