TERMINATION
OF AGREEMENT AND PLAN OF MERGER
This Termination of Agreement and Plan of Merger (the "Termination") is
dated as of September 21, 2001, and entered into by and among FELCOR LODGING
TRUST INCORPORATED, a Maryland corporation ("FelCor"), FELCOR LODGING LIMITED
PARTNERSHIP, a Delaware limited partnership ("FelCor OP" and, together with
FelCor, the "FelCor Parties"), MERISTAR HOSPITALITY CORPORATION, a Maryland
corporation ("MeriStar"), MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P., a
Delaware limited partnership ("MeriStar OP" and, together with MeriStar, the
"MeriStar Parties"), and FELCOR MERGESUB, L.L.C., a Delaware limited liability
company ("FelCor Mergesub").
R E C I T A L S:
A. The FelCor Parties and the MeriStar Parties have previously entered
into that certain Agreement and Plan of Merger dated as of May 9, 2001, as
amended by First Amendment to Agreement and Plan of Merger dated as of August
16, 2001 (the "Merger Agreement").
B. The FelCor Parties and the MeriStar Parties desire to agree to the
mutual termination of the Merger Agreement in the manner set forth herein.
NOW, THEREFORE, the parties hereto hereby agree and consent to the
termination of the Merger Agreement pursuant to Section 9.1(a) thereof effective
as of the date hereof.
The MeriStar Parties represent that the Board of Directors of MeriStar
has duly authorized the termination of the Merger Agreement.
The FelCor Parties represent that the Board of Directors of FelCor has
duly authorized the termination of the Merger Agreement.
This termination shall have the effects required by Section 9.3 of the
Merger Agreement.
IN WITNESS WHEREOF, the FelCor Parties, the MeriStar Parties and FelCor
Mergesub have caused this Termination to be signed by their respective officers
thereunto duly authorized all as of the date first written above.
ATTEST: FELCOR LODGING TRUST INCORPORATED,
a Maryland corporation
By: /s/ Xxxxxxx Xxxx By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
------------------------------ ----------------------------------
Name: Xxxxxx X. Xxxxxxxx, Xx.
Title: President
FELCOR LODGING LIMITED PARTNERSHIP,
a Delaware limited partnership
ATTEST: By: FelCor Lodging Trust Incorporated,
its general partner
By: /s/ Xxxxxxx Xxxx By: /s/ Xxxxxx X. Xxxxxxxx, Xx
------------------------------ ------------------------------------
Name: Xxxxxx X. Xxxxxxxx, Xx.
Title: President
ATTEST: MERISTAR HOSPITALITY CORPORATION,
a Maryland corporation
By: /s/ Xxxxxxxxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxxx
------------------------------ ------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Chairman and Chief
Executive Officer
MERISTAR HOSPITALITY OPERATING
PARTNERSHIP, L.P., a Delaware limited
partnership
ATTEST: By: MeriStar Hospitality Corporation,
its general partner
By: /s/ Xxxxxxxxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxxx
------------------------------ -----------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Chairman and Chief
Executive Officer
ATTEST: FELCOR MERGESUB, L.L.C., a Delaware
limited liability company
By: /s/ Xxxxxxx Xxxx By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
------------------------------ -----------------------------------
Name: Xxxxxx X. Xxxxxxxx, Xx.
Title: President
