1
EXHIBIT 4.2
(Face of Note)
9 1/8% Series D Senior Notes due 2011
CUSIP:
-------------
No. $
----- ------------
MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.
and
MERISTAR HOSPITALITY FINANCE CORP.
promise to pay to [Cede & Co.], or registered assigns, the principal sum of
___________________________________ Dollars on January 15, 2011.
Interest Payment Dates: January 15 and July 15
Record Dates: January 1 and July 1
Dated: , 2001
--------------
MERISTAR HOSPITALITY OPERATING
PARTNERSHIP, L.P.
By: MeriStar Hospitality Corporation, as
general partner
By:
------------------------------------
Name:
Title:
MERISTAR HOSPITALITY FINANCE
CORP.
By:
------------------------------------
Name:
Title:
1
2
Trustee's Certificate of Authentication:
This is one of the Global Notes
referred to in the within-
mentioned Indenture:
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
By:
----------------------------------
Authorized Signatory
2
3
(Back of Note)
9 1/8% Series D Senior Notes due 2011
of
MeriStar Hospitality Operating Partnership, L.P.
and
MeriStar Hospitality Finance Corp.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY ANY SUCH NOMINEE OF THE
DEPOSITARY, OR BY THE DEPOSITARY OR NOMINEE OF A SUCCESSOR DEPOSITARY OR ANY
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF [CEDE & CO.] OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF [CEDE & CO.] OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE
TO [CEDE & CO.] OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, [CEDE & CO.], HAS AN INTEREST HEREIN.
Capitalized terms used herein shall have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.
(1.) INTEREST. MeriStar Hospitality Partnership, L.P., a
Delaware limited partnership (the "Company") and MeriStar Hospitality Finance
Corp., a Delaware corporation ("MeriStar Finance," and together with the
Company, the "Issuers"), promise to pay interest on the principal amount of this
9 1/8% Series D Senior Note due 2011 (the "Note") at the rate and in the manner
specified below.
-32-
4
The Issuers shall pay interest on the principal amount of this
Note in cash at the rate per annum shown above. The Issuers shall pay interest
semi-annually on each January 15 and July 15 commencing January 15, 2002 or if
any such day is not a Business Day (as defined in the Indenture referred to
below), on the next succeeding Business Day (each an "Interest Payment Date").
Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months for the actual number of days elapsed.
Interest shall accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from the date of the original issuance of this
Note. To the extent lawful, the Issuers shall pay interest on overdue principal
and premium at the rate of 1% per annum in excess of the then applicable
interest rate on this Note; it shall pay interest on overdue installments of
interest (without regard to any applicable grace periods) at the same rate to
the extent lawful.
(2.) METHOD OF PAYMENT. The Issuers will pay interest on the
Notes (except defaulted interest) to the Persons who are registered Holders of
Notes at the close of business on the January 1 and July 1 immediately preceding
the Interest Payment Date, even if such Notes are canceled after such record
date and on or before such Interest Payment Date, except as provided in Section
2.12 of the Indenture with respect to defaulted interest. The Notes will be
payable as to principal, premium, if any, and interest at the office or agency
of the Issuers maintained for such purpose within or without the City and State
of New York, or, at the option of the Issuers, payment of interest may be made
by check mailed to the Holders at their addresses set forth in the register of
Holders; provided that payment by wire transfer of immediately available funds
will be required with respect to principal and premium, if any, and interest on
all Global Notes and all other Notes the Holders of which shall have provided
wire transfer instructions to the Issuers or the Paying Agent. Such payment
shall be in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.
(3.) PAYING AGENT AND REGISTRAR. Initially, U.S. Bank Trust
National Association, the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Issuers may change any Paying Agent or Registrar without
notice to any Holder. Any Issuer or any of its Subsidiaries may act in any such
capacity.
(4.) INDENTURE. The Company issued the Notes under an
Indenture dated as of January 26, 2001 (the "Indenture") among the Issuers,
MeriStar Hospitality Corporation, a Maryland corporation (the "Parent"), the
Subsidiary Guarantors and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb).
The Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms. The terms of the Indenture
shall govern any inconsistencies between the Indenture and the Notes.
(5.) OPTIONAL REDEMPTION. Prior to January 15, 2004, the
Issuers may redeem, on any one or
4
5
more occasions, with the net cash proceeds of one or more public offerings of
the common equity of the Parent (a "Public Equity Offering") (within 60 days of
the consummation of any such Public Equity Offering), up to 35% of the aggregate
principal amount of the Notes originally issued at a redemption price equal to
109?% of the principal amount of such Notes plus accrued and unpaid interest and
Liquidated Damages thereon, if any, to the redemption date; provided, however,
that at least 65% of the aggregate principal amount of Notes originally issued
remains outstanding immediately after any such redemption.
(6.) OFFERS TO PURCHASE. Subject to the Company's obligation
to make an offer to purchase Notes in connection with Asset Sales and a Change
of Control (as described in the Indenture), the Issuers have no mandatory
redemption or sinking fund obligations with respect to the Notes. Notice of any
such offer to purchase will be given as provided in the Indenture. Holders of
Notes that are the subject of an offer to purchase may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase"
appearing below and taking certain other actions, all as set forth in the
Indenture.
(7.) NOTICE OF REDEMPTION. Notice of redemption will be
mailed, by first class mail, at least 30 days but not more than 60 days before
the redemption date to each Holder whose Notes are to be redeemed at its
registered address. Notes in denominations larger than $1,000 may be redeemed in
part but only in whole multiples of $1,000, unless all of the Notes held by a
Holder are to be redeemed. On and after the redemption date interest ceases to
accrue on Notes or portions thereof called for redemption.
(8.) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000 of principal amount. The transfer of Notes may be registered
and Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Issuers and the Registrar shall not be
required to issue, exchange or register the Notes during a period beginning at
the opening of business 15 days before the day of any selection of Notes for
redemption under Section 3.2 of the Indenture and ending at the close of
business on the day of selection, or to exchange or register any Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part, or to exchange or register a Note between a
record date and the next succeeding Interest Payment Date.
(9.) PERSONS DEEMED OWNERS. The registered Holder of a Note
may be treated as its owner for all purposes.
(10.) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the then
outstanding Notes, and any existing Default or compliance with any provision of
the Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of
5
6
the Notes then outstanding. Without the consent of any Holder of a Note, the
Indenture or the Notes may be amended or supplemented to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Notes in addition to or
in place of certificated Notes, to provide for the assumption of an Issuer's or
the Parent's obligations to Holders of the Notes under the Indenture or any
Guarantor's Obligations under its Guarantee in the case of a merger,
consolidation or sale of assets involving an Issuer, the Parent or such
Guarantor, as applicable, pursuant to Article 5 or Article 10 of the Indenture,
to make any change that would provide any additional rights or benefits to the
Holders of the Notes (including providing for Guarantees of the Notes and any
supplemental indenture required pursuant to Section 4.15 of the Indenture) or
that does not adversely affect the legal rights under the Indenture of any such
Holder, to comply with requirements of the SEC in order to effect or maintain
the qualification of the Indenture under the TIA and to release a Guarantor in
accordance with the Indenture.
(11.) DEFAULTS AND REMEDIES. Events of Default include: (i)
default for 30 days in the payment when due of interest on the Notes; (ii)
default in payment when due of the principal of or premium, if any, on the Notes
at maturity, upon redemption or otherwise (including the failure to make a
payment to purchase Notes tendered pursuant to a Change of Control Offer or an
Assets Sale Offer); (iii) failure by any Issuer or the Parent to comply with
Section 5.1 of the Indenture or the failure by any Subsidiary Guarantor to
comply with Section 10.2 of the Indenture; (iv) failure by any Issuer, the
Parent, any Guarantor or any Restricted Subsidiary for 30 days in the
performance of any other covenant, warranty or agreement in the Indenture or the
Notes after written notice shall have been given to the Company by the Trustee
or to the Company and the Trustee from Holders of at least 25% in principal
amount of the Notes of such then outstanding; (v) the failure to pay at final
stated maturity (giving effect to any applicable grace periods and any
extensions thereof) the principal amount of Non-Recourse Indebtedness of the
Company, the Parent or any of their respective Restricted Subsidiaries with an
aggregate principal amount in excess of the lesser of (A) 10% of the total
assets of the Company, the Parent and their respective Restricted Subsidiaries
measured as of the end of the Parent's most recent fiscal quarter for which
internal financial statements are available immediately prior to the date on
which such default occurred, determined on a pro forma basis and (B) $50
million, and such failure continues for a period of 10 days or more, or the
acceleration of the final stated maturity of any such Non-Recourse Indebtedness
(which acceleration is not rescinded, annulled or otherwise cured within 10 days
of receipt by the Company, the Parent or such Restricted Subsidiary of notice of
such acceleration); (vi) the failure to pay at final stated maturity (giving
effect to any applicable grace periods and any extensions thereof) the principal
amount of any Indebtedness (other than Non-Recourse Indebtedness) of the
Company, the Parent or any Restricted Subsidiary of the Company or the Parent
and such failure continues for a period of 10 days or more, or the acceleration
of the final stated maturity of any such Indebtedness (which acceleration is not
rescinded, annulled or otherwise cured within 10 days of receipt by the Company,
the Parent or such Restricted Subsidiary of notice of any such acceleration) if
the aggregate principal amount of such Indebtedness, together with the principal
amount of any other such Indebtedness, in default for failure to pay principal
at final maturity or which has been accelerated, in each case with respect to
which the 10-day period described above has passed, aggregates
6
7
$10.0 million or more at any time; (vii) failure by the Company, the Parent or
any of their respective Restricted Subsidiaries to pay final judgments rendered
against them (other than judgment liens without recourse to any assets or
property of the Company, the Parent or any of their respective Restricted
Subsidiaries other than assets or property securing Non-Recourse Indebtedness)
aggregating in excess of $10.0 million, which judgments are not paid, discharged
or stayed for a period of 60 days (other than any judgments as to which a
reputable insurance company has accepted full liability); (viii) except as
permitted by the Indenture, any Guarantee with respect to the Notes shall be
held in a judicial proceeding to be unenforceable or invalid or shall cease for
any reason to be in full force and effect or any Guarantor (or its successors or
assigns), or any Person acting on behalf of such Guarantor (or its successors or
assigns), shall deny or disaffirm its obligations or shall fail to comply with
any obligations under its Guarantee with respect to the Notes; and (ix) certain
events of bankruptcy or insolvency with respect to the Company, the Parent, any
of the Company's or the Parent's Subsidiaries that would constitute a
Significant Subsidiary or any group of the Company's and/or the Parent's
Subsidiaries that, taken together, would constitute a Significant Subsidiary. If
any Event of Default occurs and is continuing, the Trustee, by written notice to
the Issuers, or the Holders of at least 25% in principal amount of the then
outstanding Notes by written notice to the Issuers and the Trustee may declare
all the Notes to be due and payable immediately. Notwithstanding the foregoing,
in the case of an Event of Default arising from certain events of bankruptcy or
insolvency, with respect to the Company, the Parent, any of the Company's or the
Parent's Subsidiaries that would constitute a Significant Subsidiary or any
group of the Company's and/or the Parent's Subsidiaries that, taken together,
would constitute a Significant Subsidiary, all outstanding Notes will become due
and payable without further action or notice. Under certain circumstances, the
Holders of a majority in principal amount of the outstanding Notes may rescind
any acceleration with respect to the Notes and its consequences. Holders of the
Notes may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power.
(12.) GUARANTEES OF NOTES. Payment of principal, premium, if
any, and interest (including interest on overdue principal and overdue interest,
if lawful) on the Notes are unconditionally guaranteed by the Guarantors
pursuant to, and subject to the terms of, Article 10 of the Indenture.
(13.) SECURITY. The Notes will be senior, unsecured
obligations of the Issuers.
(14.) NO RECOURSE AGAINST OTHERS. No director, officer,
employee, incorporator or stockholder shall have any liability for any
obligations of any Issuer or any Guarantor under the Notes, any Guarantee with
respect to the Notes or the Indenture or for any claim based on, in respect of
or by reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. Such waiver and release
may not be effective to waive or release liabilities under the federal
securities laws.
7
8
(15.) AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.
(16.) ABBREVIATIONS. Customary abbreviations may be used in
the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN
ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).
(17.) CUSIP NUMBERS. Pursuant to a recommendation promulgated
by the Committee on Uniform Note Identification Procedures, the Issuers have
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.
The Issuers will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to:
MeriStar Hospitality Operating Partnership, L.P.
1010 Wisconsin Avenue, N.W.
Suite 650
Washington, D.C. 20007
Attention: John Emery,
Chief Financial Officer
Telecopier No.: (202) 965-4445
8
9
Assignment Form
To assign this Note, fill in the form below: (I) or
(we) assign and transfer this Note to
- --------------------------------------------------------------------------------
(Insert assignee's Social Security or tax I.D. No.)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)
and irrevocably appoint __________________________ agent to transfer this Note
on the books of the Issuers. The agent may substitute another to act for him.
Date:
--------------------------
Your Signature:
------------------------
(Sign exactly as your name appears on the
face of this Note)
Signature Guarantee:*
--------------------
- ----------
* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).
9
10
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the
Company pursuant to Section 4.10 or 4.14 of the Indenture, check the box below:
[ ] Section 4.10 [ ] Section 4.14
If you want to elect to have only part of the Note purchased
by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state
the amount you elect to have purchased: $___________
Date: Your Signature:
--------------- --------------------------
(Sign exactly as your name appears on
the Note)
Tax Identification
No:
-------------------------------
Signature Guarantee:*
--------------------
- ---------
* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).
10
11
SCHEDULE OF EXCHANGES OF CERTIFICATED NOTES
The following exchanges of a part of this Global Note for
Certificated Notes have been made:
Principal
Amount of Amount of Amount of this Signature of
decrease in increase in Global Note authorized
Principal Principal following such officer of
Date of Amount of Amount of this decrease Trustee or Note
Exchange this Global Note Global Note (or increase) Custodian
- -------- ---------------- -------------- --------------- ---------------
11