EXHIBIT 10.9
June 24, 1997
Xxxxxx Xxxxxxx & Co. Incorporated
Xxxxx Xxxxxx Inc.
Alex. Xxxxx & Sons Incorporated
Xxxxxxxxxx Securities
Salomon Brothers Inc.
Xxxxx Xxxxxx Incorporated
c/o Morgan Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
The undersigned understands that Xxxxxx Xxxxxxx & Co. Incorporated
("Xxxxxx Xxxxxxx"), as Representative of the several Underwriters, proposes
to enter into an Underwriting Agreement (the "Underwriting Agreement") with
FelCor Suite Hotels, Inc., a Maryland corporation (the "Company") providing
for the public offering (the "Public Offering") by the several Underwriters,
including Xxxxxx Xxxxxxx (the "Underwriters"), of 10,200,000 shares of the
Common Stock, par value $.01 per share, of the Company (the "Shares") to be
issued and sold by the Company. The Company intends to use a portion of the
proceeds from the Public Offering to purchase from Promus 1,200,000 shares of
the Company's Common Stock currently held by Promus (the "Repurchase").
To induce the Underwriters that may participate in the Public Offering
to continue their efforts in connection with the Public Offering, the
undersigned hereby agrees that, without the prior written consent of Xxxxxx
Xxxxxxx on behalf of the Underwriters, it will not, during the period
commencing on the date hereof and ending 18 months after the date of the
final prospectus relating to the Public Offering (the "Prospectus"), (1)
offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, or otherwise transfer or dispose of, directly or
indirectly, any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock (provided that such shares or
securities are either now owned by the undersigned or are hereafter acquired
prior to or in connection with the Public Offering), or (2) enter into any
swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of such shares of Common Stock,
whether any such transaction described in clause (1) or (2) above is to be
settled by delivery of Common Stock or such other securities, in cash or
otherwise; provided, however, that if the Repurchase is not consummated
within ten days after consummation of the Public Offering, this Agreement
shall be void and of no further force and effect. The foregoing sentence
shall not apply to the sale of any Shares to the Underwriters pursuant to the
Underwriting Agreement or to the sale of any shares of Common stock which are
subject to any existing pledge
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or other security arrangement, in good faith pursuant to the terms of such
pledge or arrangement. In addition, the undersigned agrees that, without the
prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it
will not, during the period commencing on the date hereof and ending 90 days
after the date of the Prospectus, make any demand for or exercise any right
with respect to, the registration of any shares of Common Stock or any
security convertible into or exercisable or exchangeable for Common Stock.
Whether or not the Public Offering actually occurs depends on a number
of factors, including market conditions. Any Public Offering will only be
made pursuant to an Underwriting Agreement, the terms of which are subject to
agreement between the Company and the Underwriters.
Very truly yours,
PROMUS HOTELS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Title: Senior Vice President and
Chief Financial Officer
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