Exhibit 10.2
CAPSTAR HOTEL COMPANY
8 3/4% SENIOR SUBORDINATED NOTES DUE 2007
PURCHASE AGREEMENT
August 14, 1997
Oak Hill Securities Fund, L.P.
201 Main Street
Suite 2600
Fort Worth, Texas 76102
Ladies and Gentlemen:
CapStar Hotel Company, a Delaware corporation (the "Company"),
proposes to sell to you (the "Investor") $50,000,000 aggregate principal amount
of its 83/4% Senior Subordinated Notes due 2007 (the "NOTES"). The Notes will
be issued pursuant to an Indenture to be dated as of August 19, 1997 (the
"INDENTURE"), between the Company and IBJ Schroder Bank & Trust Company, as
trustee (the "TRUSTEE"). This is to confirm the agreement concerning the
purchase of the Notes from the Company by the Investor.
Concurrently with the issuance and sale of the Notes, the Company is
issuing and selling to Lehman Brothers Inc. (the "INITIAL PURCHASER"),
$100,000,000 aggregate principal amount of its 83/4% Senior Subordinated Notes
Due 2007 (the "INITIAL PURCHASER NOTES") pursuant to the Purchase Agreement
dated the date hereof between the Issuer and the Initial Purchaser (the "INITIAL
PURCHASER PURCHASE AGREEMENT"). The Initial Purchaser Notes will be issued
pursuant to and be governed by the Indenture.
The Initial Purchaser Notes will be offered without being registered
under the Securities Act of 1933, as amended (the "SECURITIES ACT"), in reliance
on exemptions therefrom. The Initial Purchaser proposes to make an offering of
the Initial Purchaser Notes upon the terms set forth in the Memorandum and the
Initial Purchaser Purchase Agreement.
In connection with the sale of the Notes, the Company has prepared a
preliminary offering memorandum (the "PRELIMINARY MEMORANDUM") and will prepare
a final offering memorandum (the "MEMORANDUM") setting forth or including a
description of the terms of the Notes, the terms of the offering, a description
of the Company and any material developments relating to the Company occurring
after the date of the most recent financial statements included therein.
The Investor and its direct and indirect transferees of the Notes will
be entitled to the benefits of the Registration Rights Agreement dated the date
hereof (the "REGISTRATION RIGHTS AGREEMENT"), substantially in the form of the
Registration Rights Agreement between the Company and the Initial Purchaser
(together with the Registration Rights Agreement, the
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"Registration Rights Agreements"), pursuant to which the Company will agree,
among other things, to file with the Securities and Exchange Commission (the
"COMMISSION"), under the circumstances set forth therein, (i) a registration
statement under the Securities Act (the "EXCHANGE OFFER REGISTRATION
STATEMENT"), relating to Senior Subordinated Notes due 2007 of the Company (the
"EXCHANGE NOTES") to be offered in exchange (the "EXCHANGE OFFER") for the
Notes, and (ii) as and to the extent required by the Registration Rights
Agreements, a shelf registration statement pursuant to Rule 415 under the Act
(the "SHELF REGISTRATION STATEMENT" and, together with the Exchange Offer
Registration Statement, the "REGISTRATION STATEMENTS"), relating to the resale
by certain holders of the Notes, and to cause such Registration Statements to be
declared effective in accordance with the Registration Rights Agreements.
1. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY. The Company
represents and warrants to, and agrees with the Investor that as of the date
hereof:
(A) The Memorandum at the date hereof, does not, and at the Closing Date,
will not, contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading,
except that the representations and warranties set forth in this
Section 1(a) do not apply to statements or omissions in the Memorandum
based upon information furnished to the Company in writing by or on
behalf of the Investor expressly for use therein. Reference herein to
the Memorandum shall be deemed to refer to and include any document
filed by the Company under the Securities Exchange Act of 1934, as
amended (the "EXCHANGE ACT"), which is incorporated in the Memorandum
by reference.
(B) It is not required by applicable law or regulation in connection with
the offer, sale and delivery of the Notes to you in the manner
contemplated by this Agreement to register the Notes under the
Securities Act or to qualify the Indenture in respect of the Notes
under the Trust Indenture Act of 1939, as amended.
(C) The Company and each of its Significant Subsidiaries (as defined in
Section 13) have been duly organized and are validly existing and in
good standing under the laws of their respective jurisdictions of
organization, are duly qualified to do business and are in good
standing in each jurisdiction in which their respective ownership or
lease of property or the conduct of their respective businesses
requires such qualification, save where the failure to be so qualified
would not reasonably be expected to have a material adverse effect on
the business or property of the Company and its subsidiaries taken as
a whole, and each has all power and authority necessary to own or hold
their respective properties and to conduct the businesses in which
they are engaged.
(D) The Company has an authorized capitalization as set forth in the
Memorandum, and all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued, are fully
paid and non-assessable and conform to the description thereof
contained, or incorporated by reference, in the Memorandum; all of the
issued shares of capital stock, partnership interests or
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limited liability membership interests, as the case may, be of each
Significant Subsidiary of the Company have been duly and validly authorized
and issued and (except for partnership interests of general partners and
except to the extent the limited liability company agreements governing the
respective limited liability companies provide otherwise) are fully paid
and non-assessable and (except for partnership interests in CapStar
Management Company, L.P. and CapStar Management Company II, L.P. owned by
third parties) are owned directly or indirectly by the Company, free and
clear of all liens, encumbrances, equities or claims.
(E) The Indenture has been duly authorized and, when duly executed and
delivered by the proper officers of the Company (assuming due
execution and delivery by the Trustee) and delivered by the Company,
will constitute a valid and legally binding agreement of the Company
enforceable against the Company in accordance with its terms except as
such enforceability may be limited by bankruptcy, insolvency,
fraudulent conveyance or transfer, reorganization, liquidation,
moratorium or other similar laws affecting the rights and remedies of
creditors generally and except as may be subject to general principles
of equity (regardless of whether enforcement is sought in a proceeding
in equity or at law).
(F) This Agreement and the Initial Purchaser Purchase Agreement have each
been duly authorized, executed and delivered by the Company and the
Registration Rights Agreements have been duly authorized and will be
duly delivered and executed by the Company.
(G) Except where it would not reasonably be expected to have a material
adverse effect on the consolidated financial position, stockholder's
equity, results of operations, business or prospects of the Company
and its subsidiaries taken as a whole, (i) the execution, delivery and
performance of this Agreement, the Initial Purchaser Purchase
Agreement, the Registration Rights Agreements, the Indenture, the
Initial Purchaser Notes, the Notes and the Exchange Notes, and the
consummation by the Company of the transactions contemplated herein
and therein (the "TRANSACTIONS") will not conflict with or result in a
breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which the Company
or any of its Significant Subsidiaries is a party or by which the
Company or any of its Significant Subsidiaries is bound or to which
any of the properties or assets of the Company or any of its
Significant Subsidiaries is subject, (ii) nor will such actions result
in any violation of the provisions of the charter or by-laws of the
Company or any of its Significant Subsidiaries or any statute or
order, rule or regulation of any court or governmental agency or body
having jurisdiction over the Company, any of its Significant
Subsidiaries or any of their properties or assets; and (iii) except
for such consents, approvals, authorizations, registrations or
qualifications as may be required under applicable state securities
laws in connection with the purchase and distribution of the Initial
Purchaser Notes by the Initial Purchaser or the purchase
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and distribution of the Notes by the Investor, and except for
registration of the Exchange Offer (as defined in the Registration
Rights Agreements) under the Securities Act and applicable state
securities laws, no consent, approval, authorization or order of, or
filing or registration with, any such court or governmental agency or
body is required for the Transactions.
(H) Neither the Company nor any of its Significant Subsidiaries has
sustained, since the date of the latest quarterly financial statements
included or incorporated by reference in the Memorandum, any material
loss or interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Memorandum; and, since such
date, there has not been any change in the capital stock or long-term
debt of the Company or any of its Significant Subsidiaries or any
material adverse change, or any development involving a prospective
material adverse change, in or affecting the general affairs,
management financial position, stockholders' equity or results of
operations of the Company and its subsidiaries taken as a whole,
otherwise than as set forth or contemplated in the Memorandum.
(I) The financial statements (including the related notes and supporting
schedules) included in the Memorandum present fairly the financial
condition and results of operations of the entities purported to be
shown thereby, at the dates and for the periods indicated, and have
been prepared in conformity with generally accepted accounting
principles applied on a consistent basis throughout the periods
involved.
(J) KPMG Peat Marwick LLP, who have certified certain financial statements
of the Company, whose report is included in the Memorandum, are
independent public accountants as required by the Securities Act and
the Rules and Regulations during the periods covered by the financial
statements on which they reported contained in the Memorandum.
(K) There are no legal or governmental proceedings pending to which the
Company or any of its Significant Subsidiaries is a party or of which
any property or asset of the Company or any of its Significant
Subsidiaries is the subject which, if determined adversely to the
Company or any of its subsidiaries, could be expected to have a
material adverse effect on the consolidated financial position,
stockholders' equity, results of operations, business or prospects of
the Company and its subsidiaries taken as a whole; and to the best of
the Company's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others that
is required to be disclosed in the Memorandum which is not so
disclosed.
(L) No relationship, direct or indirect, exists between or among the
Company on the one hand, and the directors, officers, stockholders,
customers or suppliers of the
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Company on the other hand, which is required to be disclosed in the
Memorandum which is not so disclosed.
(M) Since the date as of which information is given in the Memorandum
through the date hereof, and except as may otherwise be disclosed in
the Memorandum, the Company has not (a) issued or granted any
securities, other than in connection with any employment contract,
benefit plan or other similar arrangement with or for the benefit of
any one or more employees, officers, directors or consultants, or in
connection with a dividend reinvestment or stock purchase plan,(b)
incurred any liability or obligation, direct or contingent, other than
liabilities and obligations which were incurred in the ordinary course
of business, (c)entered into any transaction not in the ordinary
course of business or (d) in the case of the Company, declared or paid
any dividend on its capital stock.
(N) Neither the Company nor any of its Significant Subsidiaries (i) is in
violation of its charter or by-laws, (ii) is in default in any
material respect, and no event has occurred which, with notice or
lapse of time or both, would constitute such a default, in the due
performance or observance of any term, covenant or condition contained
in any material indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which it is a party or by which it is
bound or to which any of its properties or assets is subject except
where it would not reasonably be expected to have a material adverse
effect on the consolidated financial position, stockholder's equity,
results of operations, business or prospects of the Company and its
subsidiaries taken as a whole, or (iii) is in violation in any
material respect of any law, ordinance, governmental rule, regulation
or court decree to which it or its properties or assets may be subject
or has failed to obtain any material license, permit, certificate,
franchise or other governmental authorization or permit necessary to
the ownership of its properties or assets or to the conduct of its
business except where it would not reasonably be expected to have a
material adverse effect on the consolidated financial position,
stockholder's equity, results of operations, business or prospects of
the Company and its subsidiaries taken as a whole.
(O) Neither the Company nor any Significant Subsidiary is an "INVESTMENT
COMPANY" within the meaning of such term under the Investment Company
Act of 1940, as amended, and the rules and regulations of the
Securities and Exchange Commission thereunder.
(P) Neither the Company nor any of its affiliates (as defined in Rule
501(b) of Regulation D under the Securities Act, an "AFFILIATE") has
directly, or through any agent, (i) sold, offered for sale, solicited
offers to buy or otherwise negotiated in respect of, any security (as
defined in the Securities Act) which is or will be integrated with the
sale of the Notes or the Initial Purchaser Notes, as the case may be,
in a manner that would require the registration under the Securities
Act of the Notes or the Initial Purchaser Notes, as the case may be,
or (ii) engaged in any form of general solicitation or general
advertising in
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connection with the offering of the Notes or the Initial Purchaser
Notes, as the case may be (as those terms are used in Regulation D
under the Securities Act), or in any manner involving a public
offering within the meaning of Section 4(2) of the Securities Act.
2. PURCHASE OF THE NOTES BY THE INVESTOR.
(A) On the basis of the representations and warranties herein contained,
and subject to the terms and conditions herein set forth, the Company
agrees to sell to you and you agree to purchase from the Company,
$50,000,000 aggregate principal amount of the Notes at a purchase
price equal to 97.866% of the principal amount of such Notes.
(B) The Company shall not be obligated to deliver any of the Notes, except
upon payment for all of the Notes to be purchased as hereinafter
provided.
3. DELIVERY OF AND PAYMENT FOR THE NOTES.
(A) Payment of the purchase price for, and delivery of, the Notes shall be
made at the offices of Simpson, Thacher & Bartlett, New York, New York
or at such other place as shall be agreed upon by the Company and you,
at 9:30 a.m. (New York time), on August 19, 1997 or at such other time
or date as you and the Company shall determine (such date and time of
payment and delivery being herein called the "CLOSING DATE").
(B) On the Closing Date, payment shall be made to the Company in
immediately available funds by wire transfer to such account or
accounts as the Company shall specify prior to the Closing Date or by
such means as the parties hereto shall agree prior to the Closing Date
against delivery to you of the certificates evidencing the Notes.
Upon delivery, the Notes shall be registered in such names and in such
denominations as the Investor shall request in writing not less than
two full business days prior to the Closing Date. For the purpose of
expediting the checking and packaging of certificates evidencing the
Notes, the Company agrees to make such certificates available for
inspection not later than 2:00 P.M. on the business day at least 24
hours prior to the Closing Date.
4. FURTHER AGREEMENTS OF THE COMPANY. The Company further agrees:
(A) So long as the Notes are outstanding and are "RESTRICTED SECURITIES"
within the meaning of Rule 144(a)(3) under the Securities Act during
any period in which it is not subject to and in compliance with
Section 13 or 15(d) of the Exchange Act, to furnish to holders of the
Notes and prospective purchasers of Notes designated by such holders,
upon request of such holders or such prospective purchasers, the
information required to be delivered pursuant to Rule 144A(d)(4) under
the Securities Act.
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(B) For a period of five years following the date of the Memorandum, to
furnish to the Investor copies of all materials furnished by the
Company to its shareholders and all public reports and all reports and
financial statements furnished by the Company to the principal
national securities exchange upon which the Notes may be listed
pursuant to requirements of or agreements with such exchange or to the
Commission pursuant to the Exchange Act or any rule or regulation of
the Commission thereunder.
(C) To use its best efforts to permit the Notes to be designated Private
Offerings, Resales and Trading through Automated Linkages Market
("PORTAL") securities in accordance with the rules and regulations
adopted by the National Association of Securities Dealers, Inc.
relating to trading in the PORTAL Market and to permit the Notes to be
eligible for clearance and settlement through The Depository Trust
Company.
(D) Except following the effectiveness of the Exchange Offer Registration
Statement (as defined in the Registration Rights Agreements), not to,
and will cause its affiliates not to, solicit any offer to buy or
offer to sell the Notes by means of any form of general solicitation
or general advertising (as those terms are used in Regulation D under
the Securities Act) or in any manner involving a public offering
within the meaning of Section 4(2) of the Securities Act.
(E) Not to, and will cause its affiliates not to, sell, offer for sale or
solicit offers to buy or otherwise negotiate in respect of any
security (as defined in the Securities Act) in a transaction that
could be integrated with the sale of the Notes in a manner that would
require the registration under the Securities Act of the Notes.
(F) To take such steps as shall be necessary to ensure that neither the
Company nor any subsidiary of the Company shall become an "INVESTMENT
COMPANY" within the meaning of such term under the Investment Company
Act of 1940 and the rules and regulations of the Commission
thereunder.
5. EXPENSES. Each party hereto agrees to pay its own costs and expenses
related to the negotiation, execution, delivery and performance of this
Agreement, whether or not the transactions contemplated herein are consummated
or this Agreement is terminated pursuant to Section 8 hereof.
6. CONDITIONS TO THE INVESTOR'S AND THE COMPANY'S OBLIGATIONS. The
obligations of the Investor hereunder are subject to the accuracy, when made and
on the Closing Date, of the representations and warranties of the Company
contained herein, to the performance by the Company of its respective
obligations hereunder, and to each of the following additional terms and
conditions:
(A) The Investor shall not have discovered and disclosed to the
Company on or prior to the Closing Date that the Memorandum or
any amendment or supplement thereto contains any untrue statement
of a fact which, in the
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opinion of the Investor, is material or omits to state a fact which,
in the opinion of the Investor, is material and is required to be
stated therein or is necessary to make the statements therein not
misleading.
(B) Paul, Weiss, Rifkind, Wharton & Garrison shall have furnished to
the Investor their written opinion, as counsel to the Company,
addressed to the Investor and dated the Closing Date,
substantially similar to the opinions provided on such date under
the Initial Purchaser Purchase Agreement (or, alternatively such
counsel may provide letters to the Investor stating that it may
rely on the opinion delivered by it under the Investor Purchase
Agreement as if it were addressed to the Investor).
(C) The Company shall have furnished to the Investor a certificate,
dated the Closing Date, of the Chairman of the Board, President
or a Vice President of the Company and the Treasurer or Chief
Financial Officer stating that:
(i) The representations, warranties and agreements of the
Company in Section 1 are true and correct in all material respects as
of the Closing Date and the Company has complied with all its
agreements contained herein; and
(ii) They have carefully examined the Memorandum and, in their
opinion (a) the Memorandum, as of its date, did not include any untrue
statement of a material fact and did not omit to state any material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and (b)
since the date of the Memorandum no event has occurred which should
have been set forth in a supplement or amendment to the Memorandum.
(D) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial
statements included or incorporated by reference in the
Memorandum any loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental
action, order or decree, otherwise than as set forth or
contemplated in the Memorandum or (ii) since such date there
shall not have been any change in the capital stock or long-term
debt of the Company or any of its subsidiaries or any change, or
any development involving a prospective change, in or affecting
the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and
its subsidiaries taken as a whole, otherwise than as set forth or
contemplated in the Memorandum, the effect of which, in any such
case described in clause (i) or (ii), is, in the judgment of the
Investor, so material and adverse as to make it impracticable or
inadvisable to proceed with the offering or the delivery of the
Notes on the terms and in the manner contemplated in the
Memorandum.
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(E) Subsequent to the execution and delivery of this Agreement (i) no
downgrading shall have occurred in the rating accorded the Notes
by any "NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION",
as that term is defined by the Commission for purposes of Rule
436(g)(2) of the Rules and Regulations and (ii) no such
organization shall have publicly announced that it has under
surveillance or review, with possible negative implications, its
rating of any of the Notes.
(F) The consummation of the sale of the Initial Purchaser Notes to
the Initial Purchaser shall have occurred.
(G) The Investor shall have received on the date hereof the
Registration Rights Agreement executed by the Company and such
agreement shall be in full force and effect at all times from and
after the date hereof.
All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to the Investor.
7. INVESTOR REPRESENTATIONS.
(A) The Investor understands that the offer and sale of the Notes have not
been registered under the Securities Act and that the Notes may not be
offered or sold within the United States or for the benefit of United
States persons except as permitted below. The Investor understands
that any subsequent transfer of the Notes is subject to certain
restrictions and conditions set forth in the Indenture and agrees to
be bound by, and not to resell, pledge or otherwise transfer the Notes
except in compliance with, such restrictions and conditions and the
Securities Act and all applicable state securities laws. The Investor
further acknowledges that it agrees to the matters stated in the
section entitled "Notice to Investors" in the Memorandum.
(B) The Investor represents and warrants that the Notes to be acquired by
the Investor pursuant to this Agreement are to be acquired for its own
account and with no intention of distributing or reselling such Notes
or any part thereof in any transaction which would be in violation of
the Securities Act or any applicable state securities laws.
(C) The Investor represents and warrants that it is a Qualified
Institutional Buyer and an Accredited Investor and has such knowledge
and experience in financial and business matters as to be capable of
evaluating the merits and risks of its investment in the Notes and is
able to bear the economic risk of its investment.
(D) The Investor represents and warrants that it has received such
information as it deems necessary in order to make its investment
decision.
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(E) The Investor represents and warrants that the source of funds being
used by it to acquire the Notes does not include the assets of any
"employee benefit plan" (within the meaning of Section 3 of Employee
Retirement Income Security Act of 1974, as amended) or any "plan"
(within the meaning of Section 4975 of the Internal Revenue Code of
1986, as amended).
8. TERMINATION. The obligations of the Investor hereunder may be terminated
by it by notice given to and received by the Company prior to delivery of and
payment for the Notes if, prior to that time,(a) trading in securities generally
on the New York Stock Exchange or the American Stock Exchange or in the
over-the-counter market, or trading in any securities of the Company on any
exchange or in the over-the-counter market, shall have been suspended or minimum
prices shall have been established on any such exchange or such market by the
Commission, by such exchange or by any other regulatory body or governmental
authority having jurisdiction,(b) a banking moratorium shall have been declared
by Federal or New York State authorities,(c) the United States shall have become
engaged in hostilities, there shall have been an escalation in hostilities
involving the United States or there shall have been a declaration of a national
emergency or war by the United States or (d) there shall have occurred such a
material adverse change in general economic, political or financial conditions
(or the effect of international conditions on the financial markets in the
United States shall be such) as to make it, in the judgment of the Investor,
impracticable or inadvisable to proceed with the offering or delivery of the
Notes on the terms and in the manner contemplated in the Memorandum.
9. REIMBURSEMENT OF INVESTOR'S EXPENSES. If the sale of Notes provided for
herein is not consummated because any condition to the obligations of the
Investor set forth in Section 6(A) hereof is not satisfied, because of any
termination pursuant to Section 8 hereof or because of any refusal, inability or
failure on the part of the Company to perform any agreement herein or comply
with any provision hereof other than by reason of a default by the Investor, the
Company shall reimburse the Investor for the reasonable fees and expenses of its
counsel and for such other out-of-pocket expenses as shall have been incurred by
it in connection with this Agreement and the proposed purchase of the Notes, and
upon demand the Company shall pay the full amount thereof to the Investor.
10. NOTICES, ETC. All statements, requests, notices and agreements hereunder
shall be in writing, and:
(A)if to the Investor, shall be delivered or sent by mail, telex or
facsimile transmission to Oak Hill Securities Fund, L.P., 201 Main Street,
Suite 2600, Fort Worth, Texas 76102, Attention: Chuck Irwin, with a copy
to Oak Hill Advisors, Inc., 65 East 55th Street, 32nd Floor, New York, New
York 10022, Attention: Glenn August;
(B)if to the Company, shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Company set forth in the
Memorandum, Attention: Chief Financial Officer (Fax: 202-965-4445).
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Any such statements, requests, notices or agreements shall take effect at the
time of receipt thereof.
11. PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to
the benefit of and be binding upon the Investor, the Company and their
respective successors. This Agreement and the terms and provisions hereof are
for the sole benefit of only those persons. Nothing in this Agreement is
intended or shall be construed to give any person, other than the persons
referred to in this Section 11, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision contained herein. No
purchaser of Notes from the Investor will be deemed a successor because of such
purchase.
12. SURVIVAL. The respective indemnities, representations, warranties and
agreements of the Company and the Investor contained in this Agreement or made
by or on behalf of them, respectively, pursuant to this Agreement, shall survive
the delivery of and payment for the Notes and shall remain in full force and
effect, regardless of any investigation made by or on behalf of any of them or
any person controlling any of them.
13. DEFINITION OF THE TERMS "BUSINESS DAY" AND "SIGNIFICANT SUBSIDIARY". For
purposes of this Agreement,(A) "BUSINESS DAY" means any day on which the New
York Stock Exchange, Inc. is open for trading and (B) "SIGNIFICANT SUBSIDIARY"
has the meaning set forth in Rule 1-02 of Regulation S-X.
14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF NEW YORK.
15. COUNTERPARTS. This Agreement may be executed in one or more counterparts
and, if executed in more than one counterpart, the executed counterparts shall
each be deemed to be an original but all such counterparts shall together
constitute one and the same instrument.
16. HEADINGS. The headings herein are inserted for convenience of reference
only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.
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If the foregoing correctly sets forth the agreement between the
Company and the Investor, please indicate your acceptance in the space provided
for that purpose below.
Very truly yours,
CAPSTAR HOTEL COMPANY
By: /s/ John Emery
----------------------------------
Name: John Emery
Title: Chief Financial Officer
Accepted:
OAK HILL SECURITIES FUND, L.P
By: Oak Hill Securities GenPar, L.P.
its general partner
By: Oak Hill Securities MPG, Inc.
its general partner
By: /s/ John R. Monsky
------------------------------------
Name: John R. Monsky
Title: Vice President