EXHIBIT 10.7
REDEMPTION AGREEMENT
This Redemption Agreement (the "Agreement") is made and entered into as of
this __ day of _______, 200__, by and among the Revocable Trust of Xxxx X.
Xxxxxxx, dated December 28, 1989, as amended and restated ("JQH Trust") and Xxxx
X. Xxxxxxx Hotels, Inc., a Delaware corporation ("JQH, Inc."). Capitalized terms
used but not otherwise defined herein have the meanings ascribed to them in the
Fourth Amended and Restated Partnership Agreement of JQH, LP, dated as of the
date hereof (the "Amended and Restated LPA").
WITNESSETH
WHEREAS, JQH Trust owns 294,100 shares of common stock, par value $.01 per
share, of JQH, Inc. (the "Common Shares") that it desires to have redeemed in
exchange for [_______](1) Xxxxxxx Preferred Units (the "Exchange Preferred
Units");
WHEREAS, JQH, Inc. owns the Exchange Preferred Units that it desires to
exchange for the redemption of the Common Shares;
WHEREAS, upon redemption of the Common Shares for the Exchange Preferred
Units (the "Exchange"), JQH Trust may desire that Xxxx X. Xxxxxxx Hotels, LP
("JQH, LP") make an election under Section 754 of the Internal Revenue Code of
1986 (the "Section 754 Election"), and JQH, Inc. agrees to have JQH, LP make the
Section 754 Election if so requested by JQH Trust; and
WHEREAS, JQH Trust and JQH, Inc. each desire to evidence the Exchange as
set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises made herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
1. Exchange. Immediately after the adoption by JQH, LP of the Amended and
Restated LPA, JQH Trust shall deliver to JQH, Inc. the certificate or
certificates representing the Common Shares, duly endorsed in blank or
accompanied by stock powers duly executed in blank, and JQH, Inc. shall deliver
to JQH Trust the certificate representing the Exchange Preferred Units, duly
endorsed in blank or accompanied by unit powers duly executed in blank.
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(1) Number of Exchange Preferred Units to be an amount equal to the
product of (a) the aggregate number of Xxxxxxx Preferred Units (which will be 2%
of all of the outstanding Partnership Units as of the Closing), multiplied by
(b) the quotient of (i) the aggregate value of the Common Shares, divided by
(ii) $335 million.
2. Section 754 Election. Upon the timely request of JQH Trust, JQH, Inc.
shall cause JQH, LP to make a Section 754 Election.
3. Counterparts; Facsimile Signatures. This Agreement may be signed in
counter- parts, each of which shall be deemed an original, and all of which
together shall be deemed one and the same instrument. This Agreement may be
executed by facsimile signatures.
4. Entire Agreement. This Agreement, together with the Amended and
Restated Transaction Agreement, contains the entire agreement and understanding
of the parties with respect to the subject matter hereof. "Amended and Restated
Transaction Agreement" means the Amended and Restated Transaction Agreement,
dated as of June [__], 2005, by and among the JD Holdings, LLC, JQH Acquisition
LLC, Xx. Xxxx X. Xxxxxxx, JQH, Inc., JQH Trust and Xxxxxxx, Inc., a Missouri
corporation.
5. Assignment and Modification. No party hereto may assign their rights or
obligations hereunder without the prior written consent of the other parties.
This Agreement may be amended, modified or supplemented only by a written
instrument executed by each of the parties hereto. This Agreement shall inure to
the benefit of, and be binding upon, the parties hereto and their respective
successors, permitted assigns, heirs, executors, administrators, legatees and
legal representatives by operation of law or otherwise.
6. Governing Law. This Agreement will be governed by the laws of the State
of Delaware, without regard to conflicts of laws principles.
7. Jurisdiction; Service of Process. Any action or proceeding seeking to
enforce any provision of, or based on any right arising out of, this Agreement
shall be brought against any of the parties only in the Courts of the State of
Delaware or, if it has or can acquire jurisdiction, in the United States
District Court for the District of Delaware, and each of the parties consents to
the exclusive jurisdiction of such courts (and of the appropriate appellate
courts) in any such action or proceeding and waives any objection to venue laid
therein. Process in any action or proceeding referred to in the preceding
sentence may be served on any party anywhere in the world.
8. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS
CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS
VOLUNTARILY AND (D) IT HAS
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
THE REVOCABLE TRUST OF XXXX X. XXXXXXX, DATED
DECEMBER 28, 1989, AS AMENDED AND RESTATED
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
XXXX X. XXXXXXX HOTELS, INC.
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
