Exhibit (c)(7)
LIMITED WAIVER AND EXTENSION
This LIMITED WAIVER AND EXTENSION (this "Waiver") is dated as of March
12, 1996 and entered into by and among Marriott International, Inc., a Delaware
corporation ("Parent"), FG Acquisition Corp., an Indiana corporation (the
"Purchaser"), and Forum Group, Inc., an Indiana corporation (the "Company"), and
is made with reference to that certain Agreement and Plan of Merger dated as of
February 15, 1996 (the "Merger Agreement"), by and among Parent, the Purchaser
and the Company. Capitalized terms used herein without definition shall have
the same meanings herein as set forth in the Merger Agreement.
RECITALS
WHEREAS, Parent and the Purchaser are willing to waive one of the
conditions to the Offer contemplated by the Merger Agreement and Parent, the
Purchaser and the Company desire to extend the Offer until 12:01 A.M., New York
City time, Saturday, March 23, 1996, on the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
Section 1. CONDITIONS TO THE OFFER
(a) Each of Parent and the Purchaser irrevocably waives the condition
to the Offer set forth in clause (ii)(j) of Exhibit A to the Merger Agreement
and repeated at Section 15 of the Purchaser's Offer to Purchase dated February
23, 1996.
(b) So long as the Offer is not earlier terminated or extended beyond
the time provided for in Section 2 of this Waiver, effective at 12:01 A.M., New
York City time, Friday, March 22, 1996, Parent and the Purchaser will
irrevocably waive the conditions to the Offer set forth in clauses (ii)(a),
(ii)(b), (ii)(d), (ii)(e), (ii)(f) and (ii)(k) of Exhibit A to the Merger
Agreement and repeated at Section 15 of the Purchaser's Offer to Purchase dated
February 23, 1996. The foregoing sentence shall not prejudice the rights of
Parent and the Purchaser to extend or terminate the Offer if, as of 12:00
midnight, New York City time, Thursday, March 21, 1996, any of the foregoing
conditions is not fulfilled, in which event this subparagraph (b) will be of no
further force or effect.
(c) The parties acknowledge that the condition to the Offer set forth
in clause (ii)(i) of Exhibit A to the Merger Agreement and repeated at Section
15 of the Purchaser's Offer to Purchase dated February 23, 1996 has been
satisfied.
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Section 2. EXTENSION OF OFFER
Each of Parent, the Purchaser and the Company agrees that,
notwithstanding the provisions of Section 1.1(a) of the Merger Agreement, Parent
and the Purchaser shall be permitted to extend the expiration date of the Offer
until 12:01 A.M., New York City time, Saturday, March 23, 1996, without regard
to whether all Conditions shall have been satisfied on or before such date and
time.
Section 3. TIMING OF PAYMENTS TO DEPOSITARY
So long as both (i) the Offer is not terminated or extended beyond the
time provided for in Section 2 of this Waiver and (ii) the Shares are accepted
for payment at the expiration of the Offer, Parent and the Purchaser agree to
deposit with The First Chicago Trust Company of New York, in its capacity as
depositary for the Offer (the "Depositary"), by not later than 10:00 a.m., New
York City time, on Monday, March 25, 1996, immediately available funds
sufficient to make payment on all Shares which the Depositary notifies Parent
and the Purchaser have been validly tendered and not withdrawn pursuant to the
Offer and to instruct the Depositary to begin making prompt payment on March 25,
1996 in respect of all such Shares so accepted for payment.
Section 4. MISCELLANEOUS
Except as expressly set forth herein, the terms, provisions and
conditions of the Merger Agreement shall remain in full force and effect and in
all other respects are hereby ratified and confirmed.
This Waiver may be executed in two or more counterparts, each of which
shall be deemed to be an original, but all of which shall constitute one and the
same instrument.
Except to the extent the IBCL is required to apply, this Waiver shall
be governed by and construed in accordance with the Laws of the State of
Delaware (regardless of the Laws that might otherwise govern under applicable
principles of conflict of laws) as to all matters, including matters of
validity, construction, effect, performance and remedies.
[The remainder of this page has been left blank intentionally.]
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IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
FORUM GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President and
Chief Financial Officer
MARRIOTT INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxx
-------------------------
Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
FG ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxx
-------------------------
Name: Xxxxxxx X. Xxxx
Title: President
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