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Exhibit 3.1
CERTIFICATE OF MERGER
OF
CAPSTAR HOTEL OPERATING COMPANY, L.L.C.
AND
CAPSTAR HOTEL OPERATING COMPANY II, L.L.C.
INTO
MERISTAR HOSPITALITY
OPERATING PARTNERSHIP, L.P.
dated: August 3, 1998
The undersigned limited partnership formed and existing under and by virtue of
the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. Section 17- 101,
et seq.(the "Act"),
DOES HEREBY CERTIFY:
FIRST: The name and jurisdiction of formation or organization of each
of the constituent entities which is to merge are as follows:
Jurisdiction of
Name Formation or Organization
---- -------------------------
CapStar Hotel Operating Company, L.L.C. Delaware
CapStar Hotel Operating Company II, L.L.C. Delaware
MeriStar Hospitality
Operating Partnership, L.P. Delaware
SECOND: An Agreement and Plan of Merger has been approved and executed
in accordance with Section 17-211 of the Act and Section 18-209 of the Delaware
Limited Liability Company Act by (i) CapStar Hotel Operating Company, L.L.C.
("CapStar Hotel LLC"), (ii) CapStar Hotel Operating Company II, L.L.C. ("CapStar
Hotel II, LLC," and together with CapStar Hotel LLC, the "CapStar Parties") and
(iii) MeriStar Hospitality Operating Partnership, L.P. ("MeriStar OP").
THIRD The name of the surviving Delaware limited partnership is
"MeriStar Hospitality Operating Partnership, L.P."
FOURTH. The merger of the CapStar Parties into MeriStar OP shall be
effective at 9:01 a.m., New York time, on August 3, 1998.
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FIFTH: The executed Agreement and Plan of Merger is on file at the
principal place of business of the surviving limited partnership. The address of
the principal place of business of the surviving limited partnership is 1010
Wisconsin Avenue, NW, Washington, D C. 20007
SIXTH: A copy of the Agreement and Plan of Merger will be furnished by
the surviving limited partnership, on request and without cost, to any member of
the CapStar Parties and to any partner of MeriStar OP.
MERISTAR HOSPITALITY OPERATING
PARTNERSHIP, L.P.
By: MeriStar Hospitality Corporation,
as General Partner
By: /s/ Bruce G. Wiles
---------------------------------
Name: Bruce G. Wiles
Title: President and Chief Investment
Officer
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SECOND AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP
OF
AMERICAN GENERAL HOSPITALITY OPERATING PARTNERSHIP, L.P.
This Amended and Restated Certificate of Limited Partnership of American General
Hospitality Operating Partnership, L.P. (the "Partnership"), dated as of July
31, 1998, has been duly executed and is being filed by the undersigned in
accordance with the provisions of 6 Del. C. Section 17-210, to amend and restate
the original Certificate of Limited Partnership of the PARTNERSHIP, WHICH WAS
FILED ON APRIL 9, 1996, ORIGINALLY FILED AS AMERICAN GENERAL HOSPITALITY
PARTNERSHIP, L.P. WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE, AS
HERETOFORE AMENDED (THE "CERTIFICATE"), TO FORM A LIMITED PARTNERSHIP UNDER THE
DELAWARE REVISED UNIFORM LIMITED PARTNERSHIP ACT (6 DEL.C. Section 17-101 et
seq.)
The Certificate is hereby amended and restated in its entirety to read as
follows:
1) The name of the limited partnership is MERISTAR HOSPITALITY
OPERATING PARTNERSHIP, L.P.
2) The address of the registered office of the limited
partnership is Corporation Trust Center, 1209 Orange Street,
in the City of Wilmington, in the County of New Castle,
Delaware 19801. The name of the limited partnership's
registered agent is The Corporation Trust Company and its
address is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, in the County of New Castle, Delaware
19801.
3) The name and mailing address of the Sole General Partner of
the Partnership is:
Name Address
- ---- -------
MeriStar Hospitality Corporation MeriStar Hospitality Corporation
1010 Wisconsin Avenue, N.W.
Washington, D.C. 20007
This Amended and Restated Certificate of Limited Partnership shall become
effective at 9:00 a.m., New York time, on August 3, 1998.
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IN WITNESS WHEREOF, the undersigned general partner has duly
executed this Amended and Restated Certificate of Limited Partnership as of the
day and year first aforesaid.
Dated: July 31, 1998
SOLE GENERAL PARTNER:
MERISTAR HOSPITALITY
CORPORATION
By: /s/ Bruce G.Wiles
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Name: Bruce G.Wiles
President and Chief
Investment Officer