iSTAR | FINANCIAL LOGO] Exhibit 21 June 14, 2005 Jonathan D. Eilian JQH Acquisition, LLC Carnegie Hall Tower 152 West 57th Street New York, NY 10019 Re: Acquisition of John Q. Hammons Hotels, Inc. - Terms of $275,000,000 Line of Credit and up to...Letter Agreement • June 28th, 2005 • JQH Acquisition, LLC • Hotels & motels
TRANSACTION AGREEMENT BY AND AMONG JOHN Q. HAMMONS, REVOCABLE TRUST OF JOHN Q. HAMMONS, DATED DECEMBER 28, 1989, AS AMENDED AND RESTATED, HAMMONS, INC., JD HOLDINGS, LLC, AND JQH ACQUISITION, LLCTransaction Agreement • June 7th, 2005 • JQH Acquisition, LLC • Hotels & motels
EXHIBIT 7 STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT, dated as of January 31, 2005 (this "Agreement"), is entered into by and between JQH ACQUISITION LLC ("Bidder") and _____________ ("Stockholder"). WHEREAS, as of the date hereof, Stockholder...Stockholders Agreement • February 9th, 2005 • JQH Acquisition, LLC • Hotels & motels • Delaware
JQH ACQUISITION, LLC Carnegie Hall Tower 152 West 57th Street 56th Floor New York, NY 10019 GIC REAL ESTATE, INC. 156 West 56th Street Suite 1900 New York, NY 10019 February 3, 2005JQH Acquisition, LLC • February 9th, 2005 • Hotels & motels • Delaware
JQH ACQUISITION, LLC Carnegie Hall Tower 152 West 57th Street 56th Floor New York, NY 10019JQH Acquisition, LLC • May 6th, 2005 • Hotels & motels
Exhibit 10 March 8, 2005 CONFIDENTIAL ------------ Mr. John Q. Hammons 300 John Q. Hammons Parkway Suite 900 Springfield, Missouri 65806 Re: Exclusivity Agreement Dear Mr. Hammons: As you know, the Special Committee of the Board of Directors of John...JQH Acquisition, LLC • March 14th, 2005 • Hotels & motels
As you know, the Special Committee of the Board of Directors of John Q. Hammons Hotels, Inc. (the "Company") has agreed to conduct exclusive negotiations with the undersigned regarding a potential acquisition transaction (a "Company Transaction"). As a condition to entering into a definitive agreement with the Company, we must enter into a definitive agreement with you and your affiliates regarding the acquisition of your equity interests in the Company and John Q. Hammons Hotels. L.P. ("JQH LP") and the related agreements regarding the provision of a line of credit, management arrangements, and the other matters we have discussed (collectively, a "Hammons Transaction").
MR. JOHN Q. HAMMONS 300 John Q. Hammons Parkway Suite 900 Springfield, Missouri 65806 February 25, 2005 CONFIDENTIAL ------------ JQH Acquisition, LLC 152 West 57th Street 56th Floor New York, NY 10019 Attention: Jonathan Eilian Re: Exclusivity...JQH Acquisition, LLC • March 1st, 2005 • Hotels & motels
Reference is made to that certain letter agreement, dated as of February 3, 2005, by and among the undersigned, JQH Acquisition, LLC and GIC Real Estate, Inc., relating to, among other things, certain exclusivity obligations of the undersigned (the "Exclusivity Agreement").
Exhibit 12 April 29, 2005 CONFIDENTIAL Mr. John Q. Hammons 300 John Q. Hammons Parkway Suite 900 Springfield, Missouri 65806 Re: Exclusivity Agreement Dear Mr. Hammons: As you know, the Special Committee of the Board of Directors of John Q. Hammons...JQH Acquisition, LLC • May 6th, 2005 • Hotels & motels
As you know, the Special Committee of the Board of Directors of John Q. Hammons Hotels, Inc. (the "Company") has agreed to conduct exclusive negotiations with the undersigned regarding a potential acquisition transaction (a "Company Transaction"). As a condition to entering into a definitive agreement with the Company, we must enter into a definitive agreement with you and your affiliates regarding the acquisition of your equity interests in the Company and John Q. Hammons Hotels. L.P. ("JQH LP") and the related agreements regarding the provision of a line of credit, management arrangements, and the other matters we have discussed (collectively, a "Hammons Transaction").
Exhibit 14 FORM OF EXTENSION OF STOCKHOLDERS AGREEMENT This extension of the Stockholders Agreement (defined below), dated as of April 28, 2005, is by and between JQH Acquisition LLC ("Bidder") and _____________ ("Stockholder). Capitalized terms used...Stockholders Agreement • May 6th, 2005 • JQH Acquisition, LLC • Hotels & motels
between ATRIUM HOLDCO, LLC, as Borrower and ISTAR FINANCIAL INC., as LenderLoan Agreement • September 26th, 2005 • JQH Acquisition, LLC • Hotels & motels • New York
Exhibit 6 CONFIDENTIALITY, NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT THIS CONFIDENTIALITY, NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT (this "Agreement") is made as of this 27th day of October, 2004 by and among JD Holdings, LLC ("Originator")...Disclosure and Non-Circumvention Agreement • February 9th, 2005 • JQH Acquisition, LLC • Hotels & motels • New York
CONFIDENTIALITY, NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT THIS CONFIDENTIALITY, NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT (this "Agreement") is made as of this 24th day of September, 2004 by and among JD Holdings, LLC ("Originator") and GIC...Circumvention Agreement • February 9th, 2005 • JQH Acquisition, LLC • Hotels & motels • New York
Exhibit 15 EXTENSION OF STOCKHOLDERS AGREEMENT This extension of the Stockholders Agreement (defined below), dated as of April 28, 2005, is by and between JQH Acquisition LLC ("Bidder") and Raffles Associates, L.P. ("Stockholder). Capitalized terms...Extension of Stockholders Agreement • May 6th, 2005 • JQH Acquisition, LLC • Hotels & motels
