Exhibit 99.1
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
9 1/8% SENIOR NOTES DUE 2011
MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.
MERISTAR HOSPITALITY FINANCE CORP. III
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON -- ,
UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF INITIAL NOTES MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
Delivery to: U.S. Bank Trust National Association, Exchange Agent
<Table>
By Registered or Certified Mail: By Facsimile: By Overnight Courier or Hand:
U.S. Bank Trust National (for Eligible Institutions only) U.S. Bank Trust National
Association (651) 244-1537 Association
180 East Fifth Street Confirm by Telephone: 180 East Fifth Street
St. Paul, MN 55101 (651) 244-8161 St. Paul, MN 55101
Attn: Specialized Finance Attn: Specialized Finance
</Table>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
ANY BOX BELOW.
The undersigned acknowledges that he or she has received and reviewed the
Prospectus, dated -- , 2002 (the "Prospectus"), of MeriStar Hospitality
Operating Partnership, L.P., a Delaware limited partnership (the "Company"), and
MeriStar Hospitality Finance Corp. III, a Delaware corporation (the "Co-Issuer"
and, together with the Company, the "Issuers"), and this Letter of Transmittal
(the "Letter"), which together constitute the Issuers' offer (the "Exchange
Offer") to exchange $400 million in aggregate principal amount of their 9 1/8%
Senior Notes due 2011 (the "Exchange Notes"), for (A) $200,000,000 aggregate
principal amount of their outstanding 9 1/8% Senior Notes due 2011 (the "2002
Notes") that were issued in a private offering, exempt from registration under
the Securities Act of 1933, as amended (the "Securities Act"), and (B)
$200,000,000 aggregate principal amount of outstanding 9 1/8% Senior Notes due
2011 of the Company and MeriStar Hospitality Finance Corp., a Delaware
corporation (the "2001 Notes" and together with the 2002 Notes, the "Initial
Notes"), that were issued in a registered offering.
For each Initial Note accepted for exchange, the holder of such Initial
Note will receive an Exchange Note having a principal amount equal to that of
the surrendered Initial Note.
This Letter is to be completed by a holder of Initial Notes either if
certificates are to be forwarded herewith or if a tender of certificates for
Initial Notes, if available, is to be made by book-entry transfer to the account
maintained by the Exchange Agent at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in "The
Exchange Offer -- Terms of the Exchange Offer -- Procedures for Tendering
Existing Notes-Book-Entry Delivery Procedure" section of the Prospectus and an
Agent's Message (as defined herein) is not delivered. Delivery of this Letter
and any other required documents should be made to the Exchange Agent. Delivery
of documents to the Book-Entry Transfer Facility does not constitute delivery to
the Exchange Agent.
Holders of Initial Notes whose certificates are not immediately available,
or who are unable to deliver their certificates (or cannot obtain a confirmation
of the book-entry tender of their Initial Notes into the Exchange Agent's
account at the Book-Entry Transfer Facility (a "Book-Entry Confirmation") on a
timely basis) and all other documents required by this Letter to the Exchange
Agent on or prior to the Expiration Date, must tender their Initial Notes
according to the guaranteed delivery procedures set forth in "The Exchange
Offer -- Terms of the Exchange Offer -- Procedures for Tendering Existing
Notes-Guaranteed Delivery Procedure" section of the Prospectus. See Instruction
1.
The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer. Holders who wish to exchange their Initial Notes must
complete this Letter in its entirety.
The instructions included with this Letter must be followed. Questions and
requests for assistance or for additional copies of the Prospectus and this
Letter may be directed to the Exchange Agent.
List below the Initial Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Initial Notes should be listed on a separate signed schedule affixed to this
Letter.
2
<Table>
<Caption>
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DESCRIPTION OF INITIAL NOTES
(SEE INSTRUCTION 2)
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PRINCIPAL
AGGREGATE PRINCIPAL AMOUNT
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) AMOUNT TENDERED
EXACTLY AS NAME(S) APPEAR(S) ON INITIAL NOTES SERIES OF CERTIFICATE REPRESENTED (IF LESS
(PLEASE FILL IN, IF BLANK) INITIAL NOTES* NUMBER(S)** BY CERTIFICATE THAN ALL)***
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TOTAL
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</Table>
* Indicate series of Initial Notes as either 2001 Notes or 2002 Notes.
** Need not be completed if Initial Notes are being tendered by book-entry
transfer.
*** Unless otherwise indicated in this column, the holder will be deemed to
have tendered the full aggregate principal amount represented by such
Initial Notes. See Instruction 2. Initial Notes tendered hereby must be in
integral multiples of $1,000. See Instruction 1.
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[ ] CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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Account Number: --------------- Transaction Code Number: ---------------
By crediting Initial Notes to the Exchange Agent's Account at the Book-Entry
Transfer Facility in accordance with the Book-Entry Transfer Facility's
Automated Tender Offer Program ("ATOP") and by complying with applicable
ATOP procedures with respect to the Exchange Offer, including transmitting
an Agent's Message to the Exchange Agent in which the holder of Initial
Notes acknowledges and agrees to be bound by the terms of this Letter, the
participant in ATOP confirms on behalf of itself and the beneficial owners
of such Initial Notes all provisions of this Letter applicable to it and
such beneficial owners as if it had completed the information required
herein and executed and transmitted this Letter to the Exchange Agent.
[ ] CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Eligible Institution that Guaranteed Delivery:
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IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Account Number: --------------- Transaction Code Number: ---------------
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:
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Address:
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3
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuers for exchange the aggregate principal
amount of Initial Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Initial Notes tendered hereby, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Issuers all
right, title and interest in and to such Initial Notes as are being tendered
hereby.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the agent and attorney-in-fact of the undersigned (with full knowledge
that the Exchange Agent also acts as the agent of the Issuers in connection with
the Exchange Offer) with respect to the tendered Initial Notes with full power
of substitution to (i) deliver such Initial Notes, or transfer ownership of such
Initial Notes on the account books maintained by the Book-Entry Transfer
Facility, to the Issuers and deliver all accompanying evidences of transfer and
authenticity, and (ii) present such Initial Notes for transfer on the books of
the Issuers and receive all benefits and otherwise exercise all rights of
beneficial ownership of such Initial Notes, including rating rights, all in
accordance with the terms of the Exchange Offer. The power of attorney granted
in this paragraph shall be deemed to be irrevocable and coupled with an
interest.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Initial Notes
tendered hereby and to acquire Exchange Notes issuable upon the exchange of such
tendered Initial Notes, and that the Issuers will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim when the same are accepted by
the Issuers.
The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the Exchange Notes issued in exchange for the Initial Notes
pursuant to the Exchange Offer may be offered for resale, resold and otherwise
transferred by holders thereof (other than (i) any such holder that is an
"affiliate" of the Issuers within the meaning of Rule 405 under the Securities
Act or (ii) any broker-dealer that purchases Initial Notes from the Issuers to
resell pursuant to Rule 144A under the Securities Act ("Rule 144A") or any other
available exemption), without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that such Exchange Notes are
acquired in the ordinary course of such holders' business and such holders have
no arrangement with any person to participate in the distribution of such
Exchange Notes and are not participating in, and do not intend to participate
in, the distribution of the Exchange Notes. The undersigned acknowledges that
the Issuers do not intend to request the SEC to consider, and the SEC has not
considered the Exchange Offer in the context of a no-action letter, and there
can be no assurance that the staff of the SEC would make a similar determination
with respect to the Exchange Offer as in other circumstances. The undersigned
acknowledges that any holder that is an affiliate of the Issuers, or is
participating in or intends to participate in or has any arrangement or
understanding with respect to the distribution of the Exchange Notes to be
acquired pursuant to the Exchange Offer, (i) cannot rely on the applicable
interpretations of the staff of the SEC and (ii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction.
The undersigned hereby further represents that (i) any Exchange Notes
acquired pursuant to the Exchange Offer are being acquired in the ordinary
course of business of the person receiving such Exchange Notes, whether or not
such person is the holder; (ii) such holder or other person has no arrangement
or understanding with any person to participate in, a distribution of such
Exchange Notes within the meaning of the Securities Act and is not participating
in, and does not intend to participate in, the distribution of such Exchange
Notes within the meaning of the Securities Act and (iii) such holder or such
other person is not an "affiliate," as defined in Rule 405 under the Securities
Act, of the Issuers or, if such holder or such other person is an affiliate,
such holder or such other person will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable.
If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaging in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Initial Notes, it represents that the
Initial Notes to be exchanged for the Exchange Notes were acquired by it as a
result of market-making or other trading activities and acknowledges that it
will deliver a prospectus in connection with any resale, offer to resell or
other transfer of such Exchange Notes; however, by so
4
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
The undersigned also warrants that acceptance of any tendered Initial Notes
by the Issuers and the issuance of Exchange Notes in exchange therefor shall
constitute performance in full by the Issuers of certain of their obligations
under the Registration Rights Agreements that they entered into in connection
with the sale of the Initial Notes.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Issuers to be necessary or desirable to complete the
sale, assignment and transfer of the Initial Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in this Letter.
The undersigned understands that tenders of the Initial Notes pursuant to
any one of the procedures described under "The Exchange Offer -- Terms of the
Exchange Offer -- Procedures for Tendering Existing Notes" in the Prospectus and
in the instructions hereto will constitute a binding agreement between the
undersigned and the Issuers in accordance with the terms and subject to the
conditions of the Exchange Offer.
The undersigned recognizes that, under certain circumstances set forth in
the Prospectus under "The Exchange Offer -- Terms of the Exchange
Offer -- Conditions to the Exchange Offer" the Issuers may not be required to
accept for exchange any of the Initial Notes tendered. Initial Notes not
accepted for exchange or withdrawn will be returned to the undersigned at the
address set forth below unless otherwise indicated under "Special Delivery
Instructions" below.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the Exchange Notes (and, if applicable,
substitute certificates representing Initial Notes for any Initial Notes not
exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Initial Notes, please credit the account indicated above maintained
at the Book Entry Transfer Facility. Similarly, unless otherwise indicated under
the box entitled "Special Delivery Instructions" below, please send the Exchange
Notes (and, if applicable, substitute certificates representing Initial Notes
for any Initial Notes not exchanged) to the undersigned at the address shown
below the undersigned's signature(s). In the event that both "Special Issuance
Instructions" and "Special Delivery Instructions" are completed, please issue
the Exchange Notes issued in exchange for the Initial Notes accepted for
exchange (and, if applicable, substitute certificates representing Initial Notes
for any Initial Notes not exchanged) in the names of the person(s) so indicated.
The undersigned recognizes that the Issuers have no obligation pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to transfer
any Initial Notes from the name of the registered holder(s) thereof if the
Issuers do not accept for exchange any of the Initial Notes so tendered for
exchange.
THE BOOK-ENTRY TRANSFER FACILITY, AS THE HOLDER OF RECORD OF CERTAIN
INITIAL NOTES, HAS GRANTED AUTHORITY TO THE BOOK-ENTRY TRANSFER FACILITY
PARTICIPANTS WHOSE NAMES APPEAR ON A SECURITY POSITION LISTING WITH RESPECT TO
SUCH INITIAL NOTES AS OF THE DATE OF TENDER OF SUCH INITIAL NOTES TO EXECUTE AND
DELIVER THIS LETTER AS IF THEY WERE THE HOLDERS OF RECORD. ACCORDINGLY, FOR
PURPOSES OF THIS LETTER, THE TERM "HOLDER" SHALL BE DEEMED TO INCLUDE SUCH
BOOK-ENTRY TRANSFER FACILITY PARTICIPANTS.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF INITIAL
NOTES" ABOVE AND SIGNING THIS LETTER AND DELIVERING SUCH NOTES AND THIS LETTER
TO THE EXCHANGE AGENT, WILL BE DEEMED TO HAVE TENDERED THE INITIAL NOTES AS SET
FORTH IN SUCH BOX ABOVE.
5
<Table>
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 5)
To be completed ONLY if certificates for Initial
Notes not tendered or not accepted for exchange, or
Exchange Notes issued in exchange for Initial Notes
accepted for exchange, are to be issued in the name
of and sent to someone other than the undersigned, or
if Initial Notes delivered by book-entry transfer
which are not accepted for exchange are to be
returned by credit to an account maintained at the
Book-Entry Transfer Facility other than the account
indicated above.
Issue (certificates) to:
Name(s):
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(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
Address:
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(INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(COMPLETE SUBSTITUTE FORM W-9)
( ) Credit unexchanged Initial Notes delivered by
book-entry transfer to the Book-Entry Transfer
Facility account set forth below.
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(BOOK-ENTRY TRANSFER FACILITY
ACCOUNT NUMBER, IF APPLICABLE)
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</Table>
<Table>
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 5)
To be completed ONLY if certificates for Initial
Notes not tendered or not accepted for exchange, or
Exchange Notes issued in exchange for Initial Notes
accepted for exchange, are to be sent to someone
other than the undersigned or to the undersigned at
an address other than shown in the box entitled
"Description of Initial Notes" above.
Mail to:
Name(s):
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(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
Address:
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(INCLUDE ZIP CODE)
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TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
(COMPLETE SUBSTITUTE FORM W-9)
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</Table>
IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER
OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU HEREOF (IN EACH
CASE, TOGETHER WITH THE CERTIFICATE(S) FOR INITIAL NOTES OR A
CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS)
MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
6
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS WHETHER OR NOT
INITIAL NOTES ARE BEING PHYSICALLY TENDERED HEREBY)
(PLEASE ALSO COMPLETE AND RETURN THE ACCOMPANYING SUBSTITUTE FORM W-9)
<Table>
x
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x
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SIGNATURE(S) OF OWNER(S) DATE
Area Code and Telephone Number:
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</Table>
If a holder is tendering any Initial Notes, this Letter must be signed by the
registered holder(s) exactly as the name(s) appear(s) on the certificate(s) for
the Initial Notes or on a security position listing as the owner of Initial
Notes by person(s) authorized to become registered holder(s) by a properly
completed bond power from the registered holder(s), a copy of which must be
transmitted with this Letter. If Initial Notes to which this Letter relates are
held of record by two or more joint holders, then all such holders must sign
this Letter. If signature is by a trustee, executor, administrator, guardian,
officer or other person acting in a fiduciary or representative capacity, then
such person must (i) set forth his or her full title below and (ii) unless
waived by the Issuers, submit evidence satisfactory to the Issuers of such
person's authority to so act. See Instruction 3.
Name(s):
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(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
Capacity:
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Address:
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(INCLUDING ZIP CODE)
SIGNATURE GUARANTEE BY AN ELIGIBLE INSTITUTION
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by an Eligible Institution:
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(AUTHORIZED
SIGNATURE)
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(TITLE)
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(NAME OF FIRM)
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(ADDRESS, INCLUDE ZIP CODE)
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(AREA CODE AND TELEPHONE NUMBER)
Dated:
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7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER AND INITIAL NOTES; GUARANTEED DELIVERY PROCEDURES.
This Letter is to be completed by noteholders either if certificates are to
be forwarded herewith or if tenders are to be made pursuant to the procedures
for delivery by book-entry transfer set forth in "The Exchange Offer -- Terms of
the Exchange Offer -- Procedures for Tendering Existing Notes -- Book-Entry
Transfer" section of the Prospectus and an Agent's Message is not delivered.
Certificates for all physically tendered Initial Notes, or Book-Entry
Confirmation, as the case may be, as well as a properly completed and duly
executed Letter (or manually signed facsimile hereof) and any other documents
required by this Letter, must be received by the Exchange Agent at the address
set forth herein on or prior to 5:00 p.m., New York City time, on the Expiration
Date, or the tendering holder must comply with the guaranteed delivery
procedures set forth below. Initial Notes tendered hereby must be in
denominations of principal amount that are integral multiples of $1,000. The
term "Agent's Message" means a message, transmitted by The Depository Trust
Company and received by the Exchange Agent and forming a part of the Book-Entry
Confirmation, which states that the Book-Entry Transfer Facility has received an
express acknowledgment from a participant tendering Initial Notes which are
subject to the Book-Entry Confirmation and that such participant has received
and agrees to be bound by this Letter and that the Issuers may enforce this
Letter against such participant.
Noteholders who wish to tender their Initial Notes and (a) whose
certificates for Initial Notes are not immediately available, or (b) who cannot
deliver their certificates and all other required documents to the Exchange
Agent on or prior to the Expiration Date, or (c) who cannot complete the
procedure for book-entry transfer on a timely basis, must tender their Initial
Notes pursuant to the guaranteed delivery procedures set forth in "The Exchange
Offer -- Terms of the Exchange Offer -- Procedures for Tendering Initial
Notes -- Guaranteed Delivery Procedure" section of the Prospectus. Pursuant to
such procedures,
(i) such tender must be made through an Eligible Institution (as
defined in Instruction 3 below),
(ii) on or prior to the Expiration Date, the Exchange Agent must
receive from such Eligible Institution a properly completed and duly
executed Letter (or a facsimile thereof or an Agent's Message in lieu
hereof) and Notice of Guaranteed Delivery, substantially in the form
provided by the Issuers (by telegram, telex, facsimile transmission, mail
or hand delivery), setting forth the name and address of the holder of
Initial Notes and the amount of Initial Notes tendered, stating that the
tender is being made thereby and guaranteeing that within three New York
Stock Exchange ("NYSE") trading days after the date of execution of the
Notice of Guaranteed Delivery, the certificates for all physically tendered
Initial Notes, or a Book-Entry Confirmation, and any other documents
required by the Letter will be deposited by the Eligible Institution with
the Exchange Agent, and
(iii) the certificates for all physically tendered Initial Notes, in
proper form for transfer, or Book-Entry Confirmation, as the case may be,
and all other documents required by this Letter, are received by the
Exchange Agent within three NYSE trading days after the date of execution
of the Notice of Guaranteed Delivery.
The method of delivery of this Letter, the Initial Notes and all other
required documents is at the election and risk of the tendering holders, but the
delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. If Initial Notes are sent by mail, it is suggested that the
mailing be made sufficiently in advance of the Expiration Date to permit
delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the
Expiration Date.
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO NOTEHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
Tenders of Initial Notes will be accepted only in integral multiples of
$1,000. If less than the entire principal amount of any series of Initial Notes
is tendered, the tendering holder(s) should fill in the principal amount of
Initial Notes to be tendered in the box above entitled "Description of Initial
Notes." The entire principal amount of the series of Initial Notes delivered to
the Exchange Agent will be deemed to have been tendered unless otherwise
indicated. If the entire principal amount of Initial Notes is not tendered, then
Initial Notes for the principal amount of that series of Initial Notes not
tendered and Exchange Notes issued in exchange for any such Initial Notes
accepted will be sent to the holder at his
8
or her registered address, unless otherwise provided in the appropriate box on
this Letter, promptly after the Initial Notes are accepted for exchange.
3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the registered holder of the Initial Notes
tendered hereby, the signature must correspond with the name(s) as written on
the face of the certificates representing such Initial Notes without alteration,
enlargement or any change whatsoever.
If this Letter is signed by a participant in the Book-Entry Transfer
Facility, the signature must correspond with the name as it appears on the
security position listing as the holder of the Initial Notes.
If any tendered Initial Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter.
If any tendered Initial Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter as there are different registrations of certificates.
When this Letter is signed by the registered holder or holders of the
Initial Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the Exchange
Notes are to be issued, or any untendered Initial Notes are to be reissued, to a
person other than the registered holder, then endorsements of any certificates
transmitted hereby or separate bond powers are required. Signatures on such
certificate(s) must be guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered holder or
holders of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the registered holder or holders appear(s) on
the certificate(s) and signatures on such certificate(s) must be guaranteed by
an Eligible Institution.
If this Letter or any certificates or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Issuers,
evidence satisfactory to the Issuers of their authority to so act must be
submitted with the Letter.
Endorsements on certificates for Initial Notes or signatures on bond powers
required by this Instruction 3 must be guaranteed by a firm which is a member of
a registered national securities exchange or a member of the National
Association of Securities Dealers, Inc., or a commercial bank, a clearing
agency, insured credit union, a savings association or trust company having an
office or correspondent in the United States or an "eligible guarantor"
institution within the meaning of Rule 17Ad-15 under the Securities Exchange Act
of 1934, as amended (each an "Eligible Institution").
Signatures on this Letter need not be guaranteed by an Eligible Institution
if the Initial Notes are tendered: (i) by a registered holder of Initial Notes
(which term, for purposes of the Exchange Offer, includes any participant in the
Book-Entry Transfer Facility system whose name appears on a security position
listing as the holder of such Initial Notes) who has not completed the box
entitled "Special Issuance Instructions" or "Special Delivery Instructions" on
this Letter, or (ii) for the account of an Eligible Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Initial Notes should indicate, in the applicable box
or boxes, the name and address (or account at the Book-Entry Transfer Facility)
to which Exchange Notes issued pursuant to the Exchange Offer, or substitute
Initial Notes not tendered or accepted for exchange, are to be issued or sent,
if different from the name or address of the person signing this Letter. In the
case of issuance in a different name, the employer identification or social
security number of the person named must also be indicated. Holders tendering
Initial Notes by book-entry transfer may request that Initial Notes not
exchanged be credited to such account maintained at the Book-Entry Transfer
Facility as such noteholder may designate hereon. If no such instructions are
given, such Initial Notes not exchanged will be returned to the name or address
of the person signing this Letter.
9
5. IMPORTANT TAX INFORMATION.
THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH BELOW IS INCLUDED FOR
GENERAL INFORMATION ONLY. EACH HOLDER IS URGED TO CONSULT A TAX ADVISOR TO
DETERMINE THE PARTICULAR TAX CONSEQUENCES TO IT (INCLUDING THE APPLICATION AND
EFFECT OF STATE, LOCAL, NON-UNITED STATES AND OTHER TAX LAWS) OF THE OFFER.
CERTAIN HOLDERS (INCLUDING AMONG OTHERS INSURANCE COMPANIES, TAX-EXEMPT
ORGANIZATIONS AND FOREIGN TAXPAYERS) MAY BE SUBJECT TO SPECIAL RULES NOT
DISCUSSED BELOW. THE DISCUSSION DOES NOT CONSIDER THE EFFECT OF ANY APPLICABLE
STATE, LOCAL, NON-UNITED STATES AND OTHER TAXES.
Under the U.S. federal income tax laws, payments that may be made by the
Issuers on account of Exchange Notes issued pursuant to the Exchange Offer may
be subject to backup withholding. In order to avoid such backup withholding,
each tendering holder should provide to the Exchange Agent or the Issuers a
completed and signed Substitute Form W-9 included in this Letter and either (a)
in the Substitute Form W-9 provide the correct taxpayer identification number
("TIN") and certify, under penalties of perjury, that the TIN provided is
correct that the holder is a U.S. person (including a U.S. resident alien) and
that (i) the holder has not been notified by the Internal Revenue Service (the
"IRS") that the holder is subject to backup withholding as a result of failure
to report all interest or dividends or (ii) the IRS has notified the holder that
the holder is no longer subject to backup withholding; or (b) if applicable
provide the Exchange Agent or the Issuers with an adequate basis, as described
in the next paragraph, for exemption from backup withholding. If the tendering
holder has not been issued a TIN and has applied for one, or intends to apply
for one in the near future, such holder should write "Applied For" in the space
provided for the TIN in Part I of the Substitute Form W-9, sign and date the
Substitute Form W-9, and sign the Certificate of Awaiting Taxpayer
Identification Number. If "Applied For" is written in Part I, the Issuers (or
the Paying Agent under the Indenture governing the Exchange Notes) shall retain
a portion, determined according to the applicable backup withholding rate, of
payments made to the tendering holder during the sixty (60) day period following
the date of the Substitute Form W-9. If the holder furnishes the Exchange Agent
or the Issuers with his or her TIN within sixty (60) days after the date of the
Substitute Form W-9, the Issuers (or the Paying Agent) shall remit such amounts
retained during the sixty (60) day period to the holder and no further amounts
shall be retained or withheld from payments made to the holder thereafter. If,
however, the holder has not provided the Exchange Agent or the Issuers with his
or her TIN within such sixty (60) day period, the Issuers (or the Paying Agent)
shall remit such previously retained amounts to the IRS as backup withholding.
In general, if a holder is an individual, the taxpayer identification number is
the Social Security number of such individual. If the Exchange Agent or the
Issuer is not provided with the correct taxpayer identification number, the
holder may be subject to a $50 penalty imposed by the IRS.
Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. Holders exempt from backup withholding and reporting requirements
should furnish their TIN, write "Exempt" in the appropriate place on the face of
the Substitute Form W-9, and sign, date and return the form to the Exchange
Agent or the Issuers. In order for a foreign individual to qualify as an exempt
recipient, such holder must submit a statement (generally, IRS Form W-8BEN),
signed under penalties of perjury, attesting to that individual's exempt status.
Such statements can be obtained from the Exchange Agent. For further information
concerning backup withholding and instructions for completing the Substitute
Form W-9 (including how to obtain a taxpayer identification number if you do not
have one and how to complete the Substitute Form W-9 if Initial Notes are
registered in more than one name), consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9.
Failure to complete the Substitute Form W-9 will not, by itself, cause
Initial Notes to be deemed invalidly tendered, but may require the Issuers (or
the Paying Agent) to withhold a portion of the amount of any payments made on
account of the Exchange Notes. Backup withholding is not an additional U.S.
federal income tax. Rather, the federal income tax liability of a person subject
to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained if the
required information is furnished to the IRS.
10
6. TRANSFER TAXES.
The Issuers will pay all transfer taxes, if any, applicable to the transfer
of Initial Notes to it or its order pursuant to the Exchange Offer. If, however,
Exchange Notes or substitute Initial Notes not exchanged are to be delivered to,
or are to be registered or issued in the name of, any person other than the
registered holder of the Initial Notes tendered hereby, or if tendered Initial
Notes are registered in the name of any person other than the person signing
this Letter, or if a transfer tax is imposed for any reason other than the
transfer of Initial Notes to the Issuers or its order pursuant to the Exchange
Offer, the amount of any such transfer taxes (whether imposed on the registered
holder or any other persons) will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with this Letter, the amount of such transfer taxes will be billed
directly to such tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Initial Notes specified in this Letter.
7. WAIVER OF CONDITIONS.
The Issuers reserve the absolute right to amend, waive or modify, in whole
or in part, any or all conditions to the Exchange Offer.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Initial Notes, by execution of this Letter,
shall waive any right to receive notice of the acceptance of their Initial Notes
for exchange.
Neither the Issuers, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of
Initial Notes nor shall any of them incur any liability for failure to give any
such notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED INITIAL NOTES.
Any holder whose Initial Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions. This Letter and related documents cannot be processed
until the Initial Notes have been replaced.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus, this Letter and the Notice of Guaranteed
Delivery, may be directed to the Exchange Agent, at the address and telephone
number indicated above.
11. INCORPORATION OF LETTER OF TRANSMITTAL.
This Letter shall be deemed to be incorporated in and acknowledged and
accepted by any tender through the Book-Entry Transfer Facility's ATOP
procedures by any participant on behalf of itself and the beneficial owners of
any Initial Notes so tendered.
12. WITHDRAWALS.
Tenders of Initial Notes may be withdrawn only pursuant to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer -- Terms of the Exchange Offer -- Withdrawal of Tenders" in the
Prospectus.
11
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
PLEASE CAREFULLY READ THE IMPORTANT TAX INFORMATION BELOW
<Table>
- ------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.
- ------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART I -- PLEASE PROVIDE YOUR TAXPAYER --------------------------------------
IDENTIFICATION NUMBER IN THE BOX AT RIGHT Social Security Number(s)
FORM W-9 AND CERTIFY BY SIGNING AND DATING BELOW. See
DEPARTMENT OF THE TREASURY the enclosed "Guidelines for Certification OR
INTERNAL REVENUE SERVICE of Taxpayer Identification Number on --------------------------------------
Substitute Form W-9" for instructions. Employer Identification Number(s)
PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER (TIN)
- ------------------------------------------------------------------------------------------------------------------------
PART II -- For Payees Exempt from Backup Withholding (see enclosed Guidelines)*
PLEASE FILL IN YOUR
NAME AND ADDRESS BELOW CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
NAME: (1) The number shown on this form is my correct taxpayer identification number (or I
--------------------------------- am waiting for a number to be issued to me),
- -------------------------------- (2) I am not subject to backup withholding either because I have not been notified
ADDRESS (NUMBER AND STREET) by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a
result of a failure to report all interest or dividends or the IRS has notified
-------------------------------- me that I am no longer subject to backup withholding, and
CITY, STATE AND ZIP CODE
(3) I am a U.S. person (including a U.S. resident alien).
--------------------------------------------------------------------------------
Signature: ------------------------------Date: ----------
- ------------------------------------------------------------------------------------------------------------------------
CERTIFICATION GUIDELINES -- You must cross out item (2) of the above certification if you have been notified by the IRS
that you are subject to backup withholding because of under reporting of interest or dividends on your tax return.
However, if after being notified by the IRS that you were subject to backup withholding you received another
notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2).
- ------------------------------------------------------------------------------------------------------------------------
</Table>
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number to the payer, a portion,
determined according to the applicable backup withholding rate, of all payments
made to me on account of the Exchange Notes shall be retained until I provide a
taxpayer identification number to the payer and that, if I do not provide my
taxpayer identification number within sixty (60) days, such retained amounts
shall be remitted to the Internal Revenue Service as backup withholding and a
portion, determined according to the applicable backup withholding rate, of all
reportable payments made to me thereafter will be withheld and remitted to the
Internal Revenue Service until I provide a taxpayer identification number.
<Table>
Signature: Date: -----------------------
- ------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN THE APPLICATION OF
BACKUP WITHHOLDING TO ANY PAYMENTS MADE TO YOU UNDER THE EXCHANGE NOTES.
PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
12
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. -- Social Security numbers have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e. 00-0000000. The table below will help determine the number
to give the payer.
------------------------------------------------------------------
<Table>
GIVE THE SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF --
- ----------------------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals (joint The actual owner of the
account) account or, if combined
funds, the first individual
on the account(l)
3. Husband and wife (joint account) The actual owner of the
account or, if joint funds,
either person(1)
4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint account) The adult or, if the minor
is the only contributor, the
minor(1)
6. Account in the name of guardian, The ward, minor or
or committee for a designated incompetent person(3)
ward, minor or incompetent person
7. a. The usual revocable savings The grantor-trustee(l)
trust account (grantor is also
trustee)
b. So-called trust account that The actual owner(l)
is not a legal or valid trust
under State law
- ----------------------------------------------------------------------
GIVE THE EMPLOYER IDEN-
FOR THIS TYPE OF ACCOUNT: TIFICATION NUMBER OF --
- ----------------------------------------------------------------------
8. Sole proprietorship account The owner(4)
9. A valid trust, estate, or pension The legal entity(5)
trust
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization account
12. Partnership account held in the The partnership
name of the business
13. Association, club or other The organization
tax-exempt organization
14. A broker or registered nominee The broker or nominee
15. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a State or
local government, school
district, or prison) that
receives agricultural program
payments
</Table>
- ------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a Social Security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's Social Security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner. You may also enter your business or "doing
business as" name. You may use either your Social Security number or
employer identification number (if you have one).
(5) List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the TIN of the personal representative or trustee unless the
legal entity itself is not designated in the account title.)
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number at the local office of the
Social Security Administration or the Internal Revenue Service ("IRS") and apply
for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include
the following:
- - A corporation.
- - A financial institution.
- - An organization exempt from tax under Section 501(a) of the Internal Revenue
Code, as amended (the "Code"), or an individual retirement plan or a custodial
account under Section 403(b)(7) of the Code.
- - The United States, or any agency or instrumentality thereof.
- - A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
- - A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.
- - An international organization or any agency, or instrumentality thereof.
- - A registered dealer in securities or commodities registered in the U.S., or a
possession of the U.S.
- - A real estate investment trust.
- - A common trust fund operated by a bank under Section 584(a) of the Code.
- - An entity registered at all times under the Investment Company Act of 1940.
- - A foreign central bank of issue.
Payments of interest not generally subject to backup withholding include the
following:
- - Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
- - Payments of tax-exempt interest (including exempt-interest dividends under
Section 852 of the Code).
- - Payments described in section 6049(b)(5) of the Code to non-resident aliens.
- - Payments on tax-free covenant bonds under Section 1451.
- - Payments made by certain foreign organizations.
- - Payments made to a nominee.
Exempt payees described above should file Substitute Form W-9 to avoid
possible erroneous backup withholding. File this form with the Payer, furnish
your taxpayer identification number, write "EXEMPT" in the blank space at the
top of Part II on the face of the form, sign and date the form and return it to
the Payer.
If You are a Nonresident Alien or a Foreign Entity Not Subject to Backup
Withholding, File a Completed Internal Revenue Service Form W-8BEN or Form
W-8ECI, as applicable, with the Payer.
Certain payments other than interest not subject to information reporting are
also not subject to backup withholding. For details, see Sections 6041, 6041A,
6042, 6044, 6045, 6049, 6050A and 6050N of the Code, and the regulations
promulgated thereunder.
PRIVACY ACT NOTICE. -- Section 6109 of the Code requires you to give your
correct TIN to payers who must file information returns with the IRS to report
interest, dividends, and certain other income paid to you. The IRS uses the
numbers for identification purposes and to help verify the accuracy of your tax
return. The IRS may also provide this information to the Department of Justice
for civil and criminal litigation and to cities, states, and the District of
Columbia to carry out their tax laws. You must provide your TIN whether or not
you are required to file a tax return. Payers must generally withhold a portion,
determined according to the applicable backup withholding rate, of taxable
interest, dividend and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.