Exhibit 99.4
STOCKHOLDERS' AGREEMENT
STOCKHOLDERS' AGREEMENT (this "Agreement"), dated as of August 17,
2004, by and among the Stockholders (as defined below).
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, CGLH Partners I LP, a Delaware limited partnership, and CGLH
Partners II LP, a Delaware limited partnership (collectively, the "CGLH
Partnerships") have, on the date hereof, distributed Shares (as defined
below) to each of the Stockholders pursuant to two separate Distribution
and Contribution Agreements between (i) the Stockholders and CGLH Partners
I LP and (ii) the Stockholders and CGLH Partners II LP.
WHEREAS, the Stockholders wish to impose restrictions on the transfer
of the Shares by the Stockholders, the use of the Shares by the
Stockholders as security for indebtedness, and certain other matters.
NOW, THEREFORE, in consideration of the premises and mutual covenants
and obligations hereinafter set forth, the parties hereto hereby agree as
follows:
SECTION 1. CERTAIN DEFINITIONS.
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As used herein, the following terms shall have the following meanings:
"Affiliate" or "Affiliates" means, with respect to any Person, any
other Person that, directly or indirectly, controls, is controlled by, or
is under common control with such first Person or any other Person who
holds directly or indirectly more than a fifty percent (50%) economic
interest in such first Person or in whom such first Person holds directly
or indirectly more than a fifty percent (50%) economic interest. For the
purpose of this definition, "control" will mean, as to any Person, the
power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities or
membership on the board of managers or directors, by contract (including
without limitation a limited partnership agreement or general partnership
agreement) or otherwise. Any trust or nominee directly or indirectly
holding securities principally for the benefit of employees of a party
hereto or its Affiliates shall be deemed to be an Affiliate of such party
hereto.
"Business Day" means any day that is not a Saturday, Sunday or day on
which banks located in New York City are authorized or required to be
closed.
"Company" means Interstate Hotels & Resorts, Inc., a Delaware
corporation.
"Group" means:
(i) in the case of any Stockholder that is a partnership, (A)
such partnership and all of its limited or general partners, (B) any
corporation or other business organization to which such partnership
shall sell all or substantially all of its assets or with which it
shall be merged and (C) any Affiliate of such partnership;
(ii) in the case of any Stockholder that is a corporation, (A)
such corporation, (B) any corporation or other business organization
to which such corporation shall sell or transfer all or substantially
all of its assets or with which it shall be merged and (C) any
Affiliate of such corporation;
(iii) in the case of any Stockholder that is a limited liability
company, (A) such limited liability company and all of its members,
(B) any corporation or other business organization to which such
limited liability company shall sell all or substantially all of its
assets or with which it shall be merged and (C) any Affiliate of such
limited liability company; and
(iv) in the case of any individual, such individual's ascendants
and descendants (whether natural or adopted), such individual's spouse
(and such individual's spouse's ascendants and descendants, whether
natural or adopted), and any trust or other similar entity established
for the benefit of any of the foregoing persons for estate planning
purposes.
"Person" shall mean any individual, corporation, limited liability
company, limited or general partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or other legal
entity or government or any agency or political subdivision thereof.
"Principal Stockholder" shall mean LB Interstate LP LLC and its
successors and assigns.
"Stockholder" shall mean each of the Persons set forth on Schedule A
hereto, as updated from time to time to reflect the addition or removal of
Stockholders upon a permitted Transfer of Shares in accordance with the
terms and conditions set forth herein.
"Shares" shall mean any shares of common stock, par value $0.01 per
share, of the Company held by a Stockholder from time to time.
"Transfer" shall mean any sale, assignment, mortgage, hypothecation,
transfer or pledge of, creation of a security interest in, or lien on, or
any encumbrance, gift, trust (voting or other), bequest or any testamentary
or other disposition of, whether directly or indirectly, voluntary or by
operation of law.
SECTION 2. LIMITATIONS ON TRANSFERS BY STOCKHOLDERS.
----------------------------------------
2.1. General Prohibition. Except as otherwise provided in this
Section 2, each Stockholder agrees that such Stockholder will not Transfer
any Shares without the prior written consent of the Principal Stockholder.
2.2. Co-Sale Rights.
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(a) At any time the Principal Stockholder intends to
Transfer any Shares in one or more brokerage transactions, the Principal
Stockholder shall deliver to each other Stockholder a notice (a "Market
Trade Notice") stating the number of Shares that the Principal Stockholder
intends to Transfer and providing an indicative range of prices per Share.
Each other Stockholder shall have two Business Days following delivery of a
Market Trade Notice to respond to the Principal Stockholder in writing (a
"Market Trade Response") indicating its desire to participate in such
brokerage transactions with respect to a number of Shares not to exceed (i)
the number of Shares then held by such Stockholder multiplied by a
fraction, the numerator of which is the number of Shares proposed to be
transferred by the Principal Stockholder in such Transfer and the
denominator of which is the number of Shares held by the Principal
Stockholder at the time of such Transfer (such maximum being the "Pro Rata
Allocation"). Each Stockholder agrees to execute any such brokerage
transactions through a broker designated by the Principal Stockholder (the
"Broker"). Each Market Trade Response shall indicate the maximum number of
Shares that the Stockholder intends to make available for Transfer through
the Broker in connection with the Market Trade Notice and the price range
at which such Stockholder agrees to a Transfer of Shares. Commencing on the
third Business Day after delivery of the Market Trade Notice, the Broker
shall use its reasonable efforts to execute such Transfers, subject to
market conditions. Such Transfers shall be effected as closely as
practicable in proportion to the respective Pro Rata Allocations of each
participating Stockholder at the time of such Transfer or, if less, the
number of Shares specified in such Stockholder's Market Trade Response, and
provided that any Stockholder that has specified a minimum price in its
Market Trade Response that exceeds the minimum price indicated in the
Market Trade Notice shall not be considered a participating Stockholder
with respect to Transfers executed below such Stockholder's specified
minimum price.
Each Stockholder agrees that it is solely responsible to
ensure that its respective Shares are available for Transfer through the
Broker. Each Stockholder shall be liable for and shall pay any customary
brokerage commissions related to its respective Transfer (it being
acknowledged that the Principal Stockholder may not be liable to pay
commissions in respect of its Transfers). Each Stockholder also agrees that
neither the delivery of a Market Trade Notice nor the receipt of a Market
Trade Response creates any liability or obligation on the part of the
Principal Stockholder and acknowledges that the Broker may be unable to
execute any Transfer for the number of Shares or at the price range
indicated in a Market Trade Response. To the extent that any Shares subject
thereto have not been Transferred, the Broker shall cease making trades in
connection with a Market Trade Notice at the close of business on the
twelfth Business Day following delivery of the Market Trade Notice. Upon
written request of any Stockholder, any unsold Shares shall be promptly
returned to such Stockholder.
(b) If at any time the Principal Stockholder proposes to
Transfer any Shares (other than Permitted Transfers or Transfers to which
paragraph (a) applies), then at least 30 days prior to the closing of such
Transfer, the Principal Stockholder shall deliver a written notice (the
"Sale Notice") to each of the other Stockholders specifying in reasonable
detail the identity of the prospective transferee and the terms and
conditions of the Transfer. Each Stockholder may, within 15 days of the
giving of the Sale Notice, give written notice (a "Tag-Along Notice") to
the Principal Stockholder stating that such Stockholder wishes to
participate in such proposed Transfer and specifying the amount of Shares
such Stockholder desires to include in such proposed Transfer, not to
exceed its Pro Rata Allocation.
If no Stockholder gives the Principal Stockholder a timely
Tag-Along Notice with respect to the Transfer proposed in the Sale Notice,
the Principal Stockholder may thereafter Transfer the Shares specified in
the Sale Notice on substantially the same terms and conditions set forth in
the Sale Notice. If one or more of the Stockholders gives the Principal
Stockholder a timely Tag-Along Notice, then the Principal Stockholder shall
use all reasonable efforts to cause each prospective transferee to agree to
acquire all Shares identified in all Tag-Along Notices that are timely
given to the Principal Stockholder, upon the same terms and conditions as
applicable to the Principal Stockholder's Shares. If such prospective
transferee is unwilling or unable to acquire all Shares proposed to be
included in such sale upon such terms, then the Principal Stockholder may
elect either (i) to cancel such proposed Transfer or (ii) to allocate the
maximum number of Shares that each prospective transferee is willing to
purchase among the Principal Stockholder and the Stockholders giving timely
Tag-Along Notices in proportion to each such Stockholder's and such
Principal Stockholder's respective Pro Rata Allocation.
2.3. Permitted Transfers. Notwithstanding anything to the
contrary in this Agreement, the restrictions in Section 2.1 and Section 2.2
shall not apply to the following:
(a) a Transfer of Shares by a Stockholder to one or more
Persons in such Stockholder's Group in a private sale; provided, however,
that (i) the restrictions on Transfer contained in this Section 2 shall
continue to be applicable to such Shares after any such Transfer and (ii)
the transferee(s) of such Shares shall have executed and delivered to the
other Stockholders, with a copy, for notice purposes, to the Company, a
Joinder Agreement substantially in the form attached as Schedule B hereto
(whereby each such transferee shall, upon such Transfer, become a
Stockholder hereunder); and
(b) subject to the provisions of Section 3, a Pledge of
Shares by a Stockholder pursuant to a permitted Margin Loan, and in the
event of a foreclosure, forfeiture or similar proceeding arising from the
operation of such Pledge, a Transfer of such pledged Shares to a Margin
Lender or by a Margin Lender.
2.4. Adjustment of Permitted Loan Value. In the event of a
permitted Transfer of Shares pursuant to Section 2.3 (a), the Permitted
Loan Value set forth next to such Stockholder's name on Schedule A shall be
reallocated on a pro rata basis between such transferred Shares and the
remaining Shares, if any, retained by such transferring Stockholder and
Schedule A shall be amended to reflect such Transfer and reallocation.
2.5. Restrictive Legend. Upon the execution of this Agreement,
all certificates representing issued and outstanding Shares held by the
Stockholders shall contain a restrictive legend substantially similar to
the following:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO, AND ARE
TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS
AGREEMENT, DATED AUGUST 17, 2004 AMONG CERTAIN STOCKHOLDERS OF THE
COMPANY. A COPY OF THE ABOVE REFERENCED AGREEMENT MAY BE OBTAINED FROM THE
SECRETARY OF THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE.
2.6. Securities Laws. Notwithstanding anything to the contrary
herein, each Stockholder hereby covenants and agrees that any Transfer of
Shares by such Stockholder shall be undertaken only in full compliance with
all applicable federal and state securities laws including any restrictions
arising by virtue of such Stockholder's status as an Affiliate of the
Company.
SECTION 3. MARGIN LOANS.
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3.1. A Stockholder may xxxxx x xxxx or security interest in,
pledge, hypothecate or encumber (collectively, a "Pledge") any Shares
beneficially owned by such Stockholder to a reputable bank, savings and
loan association, investment bank, brokerage firm of other financial or
lending institution, but specifically excluding hedge funds, with assets
(in name or under management) of not less than $1,000,000,000 (a "Margin
Lender") in connection with the incurrence by such Stockholder of financial
indebtedness (a "Margin Loan") in a principal amount not to exceed the
lesser of (a) the Permitted Loan Value set forth next to such Stockholder's
name on Schedule A and (b) fifty percent (50%) of the fair market value of
such Pledged Shares at the time such Pledge is granted by such Stockholder;
provided, however, that the Margin Lender must agree in writing at or prior
to the time such Pledge is made that no Transfer of Shares in connection
with a foreclosure, forfeiture or similar proceeding arising from the
operation of such Pledge shall be made except as provided in Section 3.2.
3.2. A Margin Lender that has been granted a Pledge of Shares may
Transfer such Shares in connection with, and only in connection with, a
foreclosure, forfeiture or similar proceeding arising from the operation of
such Pledge. Upon such a foreclosure, forfeiture or similar proceeding, the
Margin Lender shall promptly give written notice (a "Notice") thereof to
the Principal Stockholder. The Notice shall state the number of Shares to
which such Notice relates (which shall be all Shares related to such
foreclosure, forfeiture or similar proceeding) and offer (the "Offer") the
Principal Stockholder the option to acquire any or all of such Shares. The
Principal Stockholder shall have five Business Days following receipt of a
Notice (the "Response Period") to respond to the Margin Lender in writing
(a "Response") indicating its intention to accept the Offer, subject to
negotiation of mutually satisfactory terms. Upon delivery by the Principal
Stockholder of a Response, the Principal Stockholder and Margin Lender
shall use their respective reasonable best efforts to consummate a Transfer
of the Shares identified in the Offer within thirty Business Days upon
terms satisfactory to both the Margin Lender and the Principal Stockholder.
Upon the first to occur of (i) rejection of the Offer by the Principal
Stockholder and (ii) the expiration of the Response Period without the
Principal Stockholder delivering a Response, the Margin Lender shall be
free to Transfer the Shares, subject only to any applicable legal
limitations or restrictions thereon. During the period immediately
following any foreclosure, forfeiture or similar proceeding, the Margin
Lender shall Transfer Shares only pursuant to the provisions of this
Section 3.2. Shares Pledged to a Margin Lender that are acquired by it in
connection with a foreclosure, forfeiture or similar proceeding arising
from a Pledge of such Shares may be transferred to a member of such Margin
Lender's Group without regard to the limitations imposed by this Agreement
so long as the transferee agrees to be bound by the provisions of this
Agreement to the same extent such Margin Lender is bound.
SECTION 4. REPRESENTATIONS AND WARRANTIES.
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4.1. Each party hereto represents and warrants to the other
parties hereto as follows:
(a) it has full power and authority to execute, deliver and
perform its obligations under this Agreement;
(b) this Agreement has been duly and validly authorized,
executed and delivered by it, and constitutes a valid and binding
obligation enforceable against it in accordance with its terms, except to
the extent that enforceability may be limited by bankruptcy, insolvency or
other similar laws affecting creditors' rights generally;
(c) the execution, delivery and performance of this
Agreement by it does not (i) violate, conflict with, or constitute a breach
of or default under its organizational documents, if any, or any material
agreement or arrangement applicable to it or to which it is a party or by
which it is bound or (ii) violate any law, regulation, order, writ,
judgment, injunction or decree applicable to it; and
(d) no consent or approval of, or filing with, any
governmental or regulatory body is required to be obtained or made by it in
connection with the transactions contemplated hereby other than any such
filings required pursuant to Section 13 or Section 16 of the Securities
Exchange Act of 1934 upon the execution of this Agreement, which filings
shall timely be made by it upon the execution of this Agreement.
4.2. Each Stockholder acknowledges that it understands the
meaning and legal consequences of the representations and warranties
contained herein, and it hereby agrees to indemnify and hold harmless the
other Stockholders from and against any and all loss, damage or liability,
including, without limitation, all costs and expenses (including reasonable
attorneys fees), due to or arising out of a breach of any such
representations or warranties. All representations, warranties and
covenants contained in this Agreement including, without limitation, the
indemnification contained in this section shall survive the termination of
this Agreement.
SECTION 5. TERMINATION.
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(a) The rights and obligations of the Stockholders under
this Agreement shall terminate and, except with respect to Section 6 and as
otherwise expressly provided herein, shall be of no further force or effect
upon the first anniversary of the date hereof.
5.2. As to any particular Stockholder, this Agreement shall no
longer be binding or of further force or effect as to such Stockholder,
except with respect to Section 6 and as otherwise expressly provided
herein, as of the date such Stockholder has transferred all of such
Stockholder's interests in the Shares in accordance with the terms set
forth herein and the transferee(s) of such Shares, if required by this
Agreement, have become a party hereto; provided, however, that any
previously accrued rights of the other Stockholders shall be unaffected and
shall survive notwithstanding any such termination.
SECTION 6. MISCELLANEOUS.
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6.1. Notices. All notices, requests, consents and other
communications hereunder to any party shall be deemed to be sufficient if
contained in a written instrument delivered in person or by telecopy (with
a confirmatory copy sent by a different means within three business days of
such notice), nationally-recognized overnight courier or first class
registered or certified mail, return receipt requested, postage prepaid,
addressed to such party at the address set forth on Schedule A or such
other address as may hereafter be designated in writing by such party to
the other parties. All such notices, requests, consents and other
communications shall be deemed to have been given when received.
6.2. No Inconsistent Agreements. No party hereunder shall take
any action or enter into any agreement which is inconsistent with the
rights of any party hereunder or otherwise conflicts with the provisions
hereof.
6.3. Further Assurances. At any time or from time to time after
the date hereof, the parties agree to cooperate with each other, and at the
request of any other party, to execute and deliver any further instruments
or documents and to take all such further action as the other party may
reasonably request in order to evidence or effectuate the consummation of
the transactions contemplated hereby and to otherwise carry out the intent
of the parties hereunder.
6.4. Expenses. All fees, commissions, and other expenses incurred
by any of the parties hereto in connection with negotiation of this
Agreement and in preparing to consummate the transactions contemplated
herein, including fees of counsel, shall be paid by the party incurring
such costs.
6.5. Severability. If any provision of this Agreement (or any
portion thereof) or the application of any such provision (or any portion
thereof) to any person or circumstance shall be held invalid, illegal or
unenforceable in any respect by a court of competent jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other
provision hereof (or the remaining portion thereof) or the application of
such provision to any other persons or circumstances.
6.6. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without
giving effect to the principles of conflicts of law. Each of the parties
hereto hereby irrevocably and unconditionally consents to submit to the
exclusive jurisdiction of the courts of the State of New York and of the
United States of America, in each case located in the County of New York,
for any action, proceeding or investigation in any court or before any
governmental authority ("Litigation") arising out of or relating to this
Agreement and the transactions contemplated hereby (and agrees not to
commence any Litigation relating thereto except in such courts), and
further agrees that service of any process, summons, notice or document by
U.S. registered mail to its respective address set forth in this Agreement,
or such other address as may be given by one or more parties to the other
parties in accordance with the notice provisions herein, shall be effective
service of process for any Litigation brought against it in any such court.
Each of the parties hereto hereby irrevocably and unconditionally waives
any objection to the laying of venue of any Litigation arising out of this
Agreement or the transactions contemplated hereby in the courts of the
State of New York or the United States of America, in each case located in
the County of New York, and hereby further irrevocably and unconditionally
waives and agrees not to plead or claim in any such court that any such
Litigation brought in any such court has been brought in an inconvenient
forum.
6.7. Specific Performance; Injunction.
--------------------------------
(a) The parties agree that it is impossible to determine the
monetary damages which would accrue to a Stockholder by reason of the
failure of any other Stockholder to perform any of its obligations under
this Agreement requiring the performance of an act other than the payment
of money only. Therefore, if any party to this Agreement shall institute an
action or proceeding to enforce the provisions of this Agreement against
any Stockholder not performing such obligations, any tribunal hearing such
cause shall have the power to render an award directing one or more parties
hereto to specifically perform its obligations hereunder in accordance with
the terms and conditions of this Agreement.
(b) In the event of a breach or threatened breach by a
Stockholder of any of the provisions of this Agreement, the other
Stockholders shall be entitled to an injunction restraining such
Stockholder from any such breach. The availability of these remedies shall
not prohibit a Stockholder from pursuing any other remedies for such breach
or threatened breach, including the recovery of damages from such breaching
Stockholder.
6.8. Successors and Assigns. This Agreement shall inure to the
benefit of and shall be binding upon the parties hereto and their
respective successors, assigns, heirs and personal representatives. Except
pursuant to a Transfer of Shares permitted by Section 2.2, no Stockholder
shall have the right to assign its rights and obligations under this
Agreement.
6.9. Amendments. Neither this Agreement nor any provisions hereof
can be modified, amended, changed, waived, discharged or terminated except
by an instrument in writing, signed by each of the parties hereto.
6.10. Headings. The headings of the sections of this Agreement
have been inserted for convenience of reference only and shall not be
deemed to be a part of this Agreement.
6.11. Nouns and Pronouns. Whenever the context requires, any
pronouns used herein shall include the corresponding masculine, feminine or
neuter forms, and the singular form of names and pronouns shall include the
plural and vice-versa.
6.12. Entire Agreement. This Agreement and the other writings
referred to herein or delivered pursuant hereto which form a part hereof
contain the entire agreement among the parties hereto with respect to the
subject matter hereof and supersede all prior and contemporaneous
agreements and understandings with respect thereto.
6.13. No Third-Party Beneficiaries. This Agreement is for the
sole benefit of the parties hereto and their permitted assigns and nothing
herein expressed or implied shall give or be construed to give to any
person, other than the parties hereto and such assigns, any legal or
equitable rights hereunder.
6.14. Counterparts. This Agreement may be executed in any number
of counterparts, and each such counterpart shall be deemed to be an
original instrument, but all such counterparts together shall constitute
but one agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
THE STOCKHOLDERS:
----------------
LB INTERSTATE GP LLC
By: PAMI LLC,
its Sole Member
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxxx
-----------------------
Title: Authorized Signatory
----------------------
LB INTERSTATE LP LLC
By: PAMI LLC,
its Sole Member
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxxx
-----------------------
Title: Authorized Signatory
----------------------
KFP/LB IHR II, LP
By: KFP/LB IHR GP, LLC,
its General Partner
By:/s/ Xxxxxxx Xxxxxx
-------------------------
Name: Xxxxxxx Xxxxxx
Title: President
KA/LB IHR II, LP
By: KA/LB IHR GP, LLC,
its General Partner
By:/s/ Xxxxx Xxxxxxx
-------------------------
Name: Xxxxx Xxxxxxx
Title: Managing Member
CG VENTURES/LB IHR II, LP
By: CG Ventures/LB IHR GP, LLC,
its General Partner
By:/s/ Haider Alibhai Xxxxx
-------------------------
Name: Haider Alibhai Xxxxx
Title: Vice President
SMW/LB IHR II, LP
By: SMW/LB IHR GP, LLC,
its General Partner
By:/s/ Xxxxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Managing Member
DEL/LB IHR II, LP
By: DEL/LB IHR GP, Inc.,
its General Partner
By:/s/ Xxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
PS/LB IHR II, LP
By: PS/LB IHR GP, Inc.,
its General Partner
By:/s/ Xxxxx Xxxxxx
-------------------------
Name: Xxxxx Xxxxxx
Title: President
SCHEDULE A
STOCKHOLDERS
------------
------------------------------------- ------------------------------------ ---------------- ---------------
PERMITTED
STOCKHOLDER LOAN VALUE
ADDRESS FOR NOTICES SHARES OWNED (50%) AT $5.77
------------------------------------- ------------------------------------ ---------------- ---------------
LB Interstate LP LLC c/x Xxxxxx Brothers Holdings Inc. 2,632,500 $7,594,763
000 Xxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxxx
Fax: (000) 000-0000
with a copy to:
Fried, Frank, Harris, Xxxxxxx &
Xxxxxxxx LLP
0 Xxx Xxxx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxxx Mechanic, Esq.
Fax: (000) 000-0000
------------------------------------- ------------------------------------ ---------------- ---------------
LB Interstate GP LLC c/x Xxxxxx Brothers Holdings Inc. 33,323 $96,137
000 Xxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx Xxxxxxxx
Fax: (000) 000-0000
with a copy to:
Fried, Frank, Harris, Xxxxxxx &
Xxxxxxxx LLP
0 Xxx Xxxx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxxx Mechanic, Esq.
Fax: (000) 000-0000
------------------------------------- ------------------------------------ ---------------- ---------------
KFP/LB IHR II, LP 545 E. Xxxx Xxxxxxxxx Freeway 1,188,964 $3,430,161
Xxxxx 0000
Xxxxxx, XX 00000
------------------------------------- ------------------------------------ ---------------- ---------------
KA/LB IHR II, LP 0000 Xxxxxxxx Xxxxxx 855,389 $2,467,797
Xxxxx 000
Xxxxx, XX 00000
------------------------------------- ------------------------------------ ---------------- ---------------
CG VENTURES/LB IHR II, LP 0000 Xxxxxxxx Xxxxxx 468,474 $1,351,547
Xxxxx 000
Xxxxx, XX 00000
------------------------------------- ------------------------------------ ---------------- ---------------
SMW/LB IHR II, LP 0000 Xxxx Xxxxxx 480,185 $1,385,334
0xx Xxxxx
Xxxxx, XX 00000
------------------------------------- ------------------------------------ ---------------- ---------------
DEL/LB IHR II, LP 0000 Xxxx Xxxxxx 480,185 $1,385,334
0xx Xxxxx
Xxxxx, XX 00000
------------------------------------- ------------------------------------ ---------------- ---------------
PS/LB IHR II, LP 0000 Xxxx Xxxxxx 93,696 $270,313
0xx Xxxxx
Xxxxx, XX 00000
------------------------------------- ------------------------------------ ---------------- ---------------
SCHEDULE B
FORM OF JOINDER AGREEMENT
-------------------------
TO: Each Stockholder (as defined in the Stockholders Agreement) at the
address for notices for such Stockholder pursuant to Section 6.1 of the
Stockholders Agreement.
WITH A COPY TO: Interstate Hotels & Resorts, Inc.
0000 X. Xxxxxxx Xxxxx,
Xxxxxxxxx, XX 00000
Attention: General Counsel
Ladies & Gentlemen:
In consideration of the transfer to the undersigned of [___________]
shares (the "TRANSFERRED SHARES") of Common Stock, par value $0.01 per
share of Interstate Hotels & Resorts, Inc. a Delaware corporation (the
"COMPANY"), the undersigned hereby agrees that, as of the date written
below, it shall become a party to that certain Stockholders Agreement dated
as of [_____ __], 2004, as such agreement may have been amended,
supplemented or modified from time to time (the "STOCKHOLDERS AGREEMENT"),
among certain individuals and institutions named therein, and shall be
fully bound by, and subject to, all of the covenants, terms and conditions
of such agreement that were applicable to the undersigned's transferor as
though an original party thereto and shall be deemed a Stockholder for all
purposes thereof. Capitalized terms not defined herein shall have the
meanings given to such terms in the Stockholders Agreement.
The undersigned hereby acknowledges that, for the purposes of Section
2.3 and 6.1 and Schedule A of the Stockholders Agreement, the Permitted
Loan Value of the Transferred Shares and Address for Notices shall be as
follows:
------------------------------------- ------------------------------------ ---------------- ----------------
STOCKHOLDER ADDRESS FOR NOTICES SHARES OWNED PERMITTED LOAN
VALUE
------------------------------------- ------------------------------------ ---------------- ----------------
[Name] ____________ [__________] $[________]
____________
____________
Attn:
Fax:
------------------------------------- ------------------------------------ ---------------- ----------------
The undersigned hereby represents and warrants to the addressees
hereof that it has all the requisite corporate power and authority and the
legal right to execute, deliver and perform its obligations under this
agreement, that performance of this agreement does not and will not violate
any provisions of its charter, by-laws or other similar document, or,
except as could not reasonably be expected to result in a material adverse
effect, any contractual obligations binding on it; and that when this
agreement is executed and delivered, it will constitute a valid and legally
binding agreement enforceable against the undersigned in accordance with
its terms.
Executed as of the ___ day of ________, 20__.
By:
---------------------------------
Name:
Title:
Acknowledged:
LB INTERSTATE GP LLC
By: PAMI LLC, its Sole Member
By:
------------------------------
Name:
Title
LB INTERSTATE LP LLC
By: PAMI LLC, its Sole Member
By:
------------------------------
Name:
Title
KFP/LB IHR II, LP
By:
------------------------------------
By:
------------------------------
Name:
Title
KA/LB IHR II, LP
By:
------------------------------------
By:
------------------------------
Name:
Title
CG VENTURES/LB IHR II, LP
By:
------------------------------------
By:
------------------------------
Name:
Title
SMW/LB IHR II, LP
By:
------------------------------------
By:
------------------------------
Name:
Title
DEL/LB IHR II, LP
By:
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By:
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Name:
Title
PS/LB IHR II, LP
By:
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By:
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Name:
Title
