Exhibit 5
LEASEHOLD ACQUISITION AGREEMENT
THIS LEASEHOLD ACQUISITION AGREEMENT ("Agreement") is made and entered
into this 12th day of October, 2000, by and among Bass (U.S.A.) Incorporated
("Bass"), in its individual capacity and on behalf of its subsidiaries and
affiliates, including but not limited to Bristol Hotel Tenant Company, Bristol
Hospitality Tenant Company and Bristol Lodging Tenant Company (collectively,
the "Bass Parties"), and FelCor Lodging Trust Incorporated ("FCH"), in its
individual capacity and on behalf of its subsidiaries and affiliates
(collectively, the "FCH Parties").
WITNESSETH:
WHEREAS, one of the FCH Parties is the owner of, and one or more of the
Bass Parties is the lessee, manager and/or franchisee of, each of the hotels
described on Exhibit A attached hereto and incorporated herein by reference
(individually, a "Hotel" and collectively, the "Hotels"); and
WHEREAS, the parties hereto desire to provide for the transfer to FCH, or
its designee, of all of the leasehold estates in, and the other assets related
to the operation of, each such Hotel, all in accordance with the terms set
forth herein, and the parties intend such transfer to qualify as one or more
reorganizations within the meaning of Section 368(a)(1)(C) of the Internal
Revenue Code of 1986 (the "Code").
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the parties hereto do hereby agree as
follows:
1. With respect to each Hotel, Bass shall cause the leasehold estate owned
by the Bass Parties in such Hotel (including all rights, title, interest and
benefits arising under or by virtue of the lease creating such leasehold
estate) and all rights, title, interest and benefits owned or held by the Bass
Parties in, to or under all tangible and intangible assets, contract rights,
licenses, permits and other assets, benefits or rights located at, relating to,
or used primarily in the operation or maintenance of, such Hotel (collectively,
the "Leasehold Assets") to be transferred to FCH, or its designee, effective
upon the earlier of (i) the closing of a sale by any of the FCH Parties of such
Hotel to an unrelated third party and (ii) 12:01 a.m. January 1, 2001. For
purposes of this Agreement, an "unrelated third party" shall be one in which
the FCH Parties hold or retain no more than a 50% interest. The provision of
Paragraph 9 shall govern the transition of hotel operations as the Leasehold
Assets are transferred. In no event shall the FCH Parties acquire, prior to
January 1, 2001, any Leasehold Assets relating to a particular Hotel prior to
the date of sale of such Hotel to an unrelated third party.
2. Concurrently with each transfer of Leasehold Assets to FCH or its
designee, (a) FCH shall execute and deliver to Bass an indemnity agreement, in
form and substance reasonably satisfactory to Bass, indemnifying the Bass
Parties of and from any and all debts, liabilities, obligations, actions,
causes of action, suits, and claims relating to such Leasehold Assets, or the
Hotel to which such Leasehold Assets relate, that are incurred, or arise out of
or relate to the
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occurrence of any act, action, omission or event, on or after the effective
date of such transfer and (b) Bass shall execute and deliver to FCH an
indemnity and warranty agreement, in form and substance reasonably satisfactory
to FCH, indemnifying the FCH Parties of and from any and all debts,
liabilities, obligations, actions, causes of action, suits, and claims relating
to such Leasehold Assets, or the Hotel to which such Leasehold Assets relate,
that are existing or incurred, or arise out of or relate to the occurrence of
any act, action, omission or event, prior to the effective date of such
transfer and warranting that the Leasehold Assets transferred to FCH, or its
designee, are, at the time of transfer, free and clear of any liens, claims or
encumbrances whatsoever, and that no person held any right or option to acquire
any interest in the Leasehold Assets that are being so transferred. In the
event that either the Bass Parties or the FCH Parties (as opposed to any
unrelated third party purchaser) shall incur any extraordinary cost, charge or
expense with respect to obtaining any necessary consent to the transfer of
Leasehold Assets contemplated hereby, or any termination payment or penalty in
connection with the termination of any contract, license or permit which cannot
be assigned (other than liquidated damages related solely to the termination of
franchise agreements due to the sale of the Hotels to which they relate), in
connection with the sale of any of the Hotels to an unrelated third party, any
such cost, charge, or expense, and all real estate commissions and other costs
and expenses incurred by the FCH Parties in effecting such sale, shall be
payable out of the proceeds of sale of such Hotel. The net proceeds of sale
received by the FCH Parties, whether in cash or other property (with any
non-cash property being valued as provided in Paragraph 6 below), from the sale
of any such Hotel, after the deduction of all such expenses related thereto, is
hereinafter referred to as the "Net Proceeds" of such sale.
3. In consideration of and in exchange for the Bass Parties transfer of
the Leasehold Assets to FCH, or its designees, pursuant to Section 1 hereof,
FCH agrees to issue and pay to the applicable Bass Parties, on January 2, 2001:
(A) Shares of common stock, par value $0.01 per share, in FCH
("Shares") having an aggregate value, determined in the manner provided in
Section 4 below, most nearly equal to the sum of (i) with respect to
Hotels which have not been sold by the FCH Parties to an unrelated third
party on or before December 31, 2000, the aggregate "Post 12/31/00 Minimum
Exchange Values" for such Hotels, as set forth opposite the names of such
Hotels on Exhibit A attached hereto and incorporated herein by reference,
plus (ii) with respect to the Hampton Inn - Dallas Downtown hotel, which
the FCH Parties have elected to retain and not to offer for sale, an
additional $167,000, to reflect an adjusted Minimum Exchange Value for
this hotel of $1,652,000, plus (iii) with respect to Hotels which have
been sold by the FCH Parties to an unrelated third party on or before
December 31, 2000, the greater of (a) the aggregate of the "Pre 12/31/00
Minimum Exchange Values" for such Hotels and (b) 9% of the aggregate Net
Proceeds actually received by the FCH Parties from the sale of such
Hotels; and
(B) With respect to each Hotel sold by the FCH Parties to an
unrelated third party on or prior to December 31, 2000, cash in an amount
equal to the aggregate dividends, having a record date between the date of
the closing of such sale and December 31, 2000, both inclusive, which
would have been paid on the number of
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Shares allocable to such Hotel; and the aggregate number of Shares to be
issued to Bass pursuant to subsection 3 (A) above shall be allocated among
the Hotels, for purposes hereof, in direct proportion to the dollar value
ascribed to each such Hotel for purposes of subsection 3 (A) above.
4. In consideration of and in exchange for the Bass Parties transfer of
the Leasehold Assets to FCH, or its designees, pursuant to Section 1 hereof,
FCH agrees to issue and pay to the applicable Bass Parties, on July 5, 2001:
(A) With respect to those Hotels which are sold by the FCH Parties to
an unrelated third party between January 1, 2001 and June 30, 2001 (both
inclusive) under and pursuant to a binding agreement entered into, and
under which any right of termination (other than as a result of breach)
has expired, on or before December 31, 2000 (each, a "2000 Sale
Contract"), that number of Shares having an aggregate value, determined in
the manner provided in Section 5 below, most nearly equal to the amount,
if any, by which (i) the greater of (a) the aggregate of the "Pre 12/31/00
Minimum Exchange Values" for such Hotels and (b) 9% of the aggregate Net
Proceeds actually received by the FCH Parties from the sale of all such
Hotels exceeds (ii) the aggregate "Post 12/31/00 Minimum Exchange Values"
for all such Hotels, as set forth opposite the names of such Hotels on
Exhibit A attached hereto and incorporated herein by reference;
(B) With respect to each Hotel sold by the FCH Parties to an
unrelated third party between January 1, 2001 and June 30, 2001 (both
inclusive) under and pursuant to a 2000 Sale Contract, cash in an amount
equal to the aggregate dividends having a record date between the date of
the closing of such sale and June 30, 2001, both inclusive, which would
have been paid on the number of Shares allocable to such Hotel; and the
aggregate number of Shares to be issued to Bass pursuant to subsection 4
(A) above shall be allocated among such Hotels, for purposes hereof, in
direct proportion to the dollar amount attributable to each such Hotel for
purposes of subsection 4 (A) above; and
(C) With respect to the Hotels sold by the FCH Parties to unrelated
third parties between the date of this Agreement and June 30,2001 (both
inclusive), under and pursuant to a 2000 Sale Contract, that number of
Shares having an aggregate value, determined in the manner provided in
Section 5 below, most nearly equal to 6% of the amount (if any) by which
(i) the aggregate Net Proceeds actually received by the FCH Parties from
the sale of such Hotels, exceeds (ii) the aggregate of the "Mid Point
Gross Target Price" of such Hotels, as set forth on Exhibit A attached
hereto and incorporated herein by reference.
5. FCH intends to purchase shares of its outstanding common stock, par
value $0.01 per share, from time to time, in the open market at prevailing
prices or through privately negotiated transactions during (i) the period
commencing on the date hereof and ending on December 31, 2000 (the "First
Pricing Period") and (ii) the period commencing on January 1, 2001 and ending
on June
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30, 2001 (the "Second Pricing Period," and, together with the First Pricing
Period, the "Pricing Periods"). All such purchases of FCH common stock shall be
made by FCH in the ordinary course of business pursuant to its publicly
announced stock repurchase program. Regardless of the actual number of shares
of common stock purchased by FCH during the Pricing Periods, the average per
share cost (including commissions) of all shares of common stock actually
purchased by FCH (i) during the First Pricing Period shall constitute the value
of each Share to be issued by FCH to Bass, pursuant to this Agreement, on
January 2, 2001 and (ii) during the Second Pricing Period shall constitute the
value of each Share to be issued by FCH to Bass, pursuant to this Agreement, on
July 5, 2001.
6. In the event the Net Proceeds actually received from the sale by the
FCH Parties of any of the Hotels on or prior to June 30, 2001, includes any
evidence of indebtedness or other noncash property, such non-cash property
shall be retained by the FCH Parties and shall be valued, for the purpose of
determining the Net Proceeds of such sale, at the fair market value thereof (i)
as agreed to by Bass and FCH within thirty (30) calendar days following the
closing of the sale in which such non-cash property is so received or (ii) if
Bass and FCH fall for any reason to agree in writing upon the fair market value
of such non-cash property within such time period, as determined by an
appraisal thereof. Within ten (10) business days following the expiration of
such thirty (30) day period, FCH and Bass shall each have the right, by written
notice to the other party, to appoint one appraiser. If two appraisers have
been so appointed by the expiration of such ten (10) business day period, then
the two appraisers so appointed shall promptly appoint a third appraiser. If
three appraisers are appointed as herein provided, each shall promptly submit
to FCH and Bass his appraisal of the fair market value of such non-cash
property, and the average of the two most nearly equal appraisals of fair
market value shall constitute the fair market value of the non-cash property so
appraised, for the purpose of determining the Net Proceeds of the sale in which
such property was received, and shall be final and binding upon all parties. If
only one appraiser has been appointed prior to the expiration of such ten (10)
business day period, then the one appraiser so timely appointed shall promptly
submit to FCH and Bass his appraisal of the fair market value of such noncash
property, which shall be final and binding upon all parties.
On or before September 1, 2001, FCH shall cause to become effective under
the Securities Act of 1933, as amended, a resale registration statement
covering the resale of Shares issued pursuant to this Agreement.
FCH hereby agrees to report the transfer of the Leasehold Assets by the
Bass Parties to FCH, or its designee, on FCH's federal and conforming state
income tax returns, as one or more tax-free reorganizations pursuant to Section
368(a)(1)(C) of the Code except to the extent that (i) FCH obtains the prior
written consent of Bass to report such transaction or transactions in another
manner or (ii) FCH is required to report such transaction or transactions in
another manner by the Internal Revenue Service or applicable state taxing
authority or by applicable judicial or administrative order.
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9. As and when the Leasehold Asset relating to each Hotel are transferred
to FCH or its designee, the following transition rules will apply with respect
to the Bass Parties' hotel operations activities at each such Hotel:
(a) Employees. To the extent that FCH conveys any Hotel to a third party,
or engages a third party management company or operator to manage any Hotel,
concurrently with the transfer of the Leasehold Assets related to such Hotel by
any of the Bass Parties; then, upon such transfer of the Leasehold Assets
related to such Hotel by any of the Bass Parties to FCH, FCH agrees that it
shall cause the purchaser or third party management company or operator, as the
case may be, to offer employment to substantially all of the employees of any
of the Bass Parties working in the Hotel at the time of such transfer. In the
event any of the Bass Parties are obligated by current policies or employment
agreements to make a severance payment to any employee not offered employment
by the purchaser or third party management company, FCH shall indemnify the
Bass Parties for the cost of such severance payment unless such payment is made
to the general manager of the Hotel, in which case the severance cost shall be
borne by the Bass Parties. In addition, FCH shall indemnify and hold the Bass
Parties harmless against any and all claims, demands, causes of action,
liabilities or judgements incurred by the Bass Parties arising out of or
related to the the Worker Adjustment Retraining and Notification Act. Upon the
transfer of the Leasehold Assets (the "Time of Transfer") the Bass Entities
shall terminate or arrange for the termination of all Hotel Employees as of the
Closing Date and shall pay to Hotel employees all wages (including accrued but
unused vacation pay, if any) that any Hotel employee is owed, as of the Time of
Transfer, pursuant to statute, collective bargaining agreement or contract, and
such Hotel employees' wages, benefits and total remuneration shall be
apportioned as of the Time of Transfer. Any required adjustment in such credits
or payments shall be made within thirty (30) days after the Time of Transfer.
FCH's purchaser shall not be required to assume any obligations under any
employee benefit plans currently maintained for Hotel employees unless
otherwise required by law. FCH's Purchaser shall not be required to assume
existing collective bargaining agreements between any Bass Entity and any
union.
(b) Pre-Transfer Reservations and Agreements. FCH will cause the
transferee of any Hotel, or any third party management company or operator
operating any Hotel for FCH, to honor the terms and rates of all room
reservations, room allocation and banquet facility and service agreements
relating to such Hotel that are confirmed or entered into by any of the Bass
Parties in the ordinary and normal course of business prior to the date of the
transfer to FCH, or its designee, of the Leasehold Assets relating to such
Hotel and that are to be honored or performed subsequent to the date of such
transfer, but only if and to the extent that such room reservations, room
allocation and banquet facility and service agreements are disclosed in a
schedule of all such pre-transfer reservations and copies of all such
agreements, or a statement of all applicable terms and conditions (where there
are no written agreements), are attached to the "Working Capital Settlement
Statement," as hereinafter defined. Any deposits or other payments received by
any of the Bass Parties, whether before or after a transfer, in respect of any
such disclosed room reservations, room
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allocation and banquet facility and service agreements, to be honored or
performed on or after the applicable date of transfer will be delivered to FCH
promptly upon receipt, or credited to FCH in the "Working Capital Settlement
Statement." FCH acknowledges that none of the Bass Parties has made any
representations with respect to such agreements for facilities or services, and
FCH assumes the risk of non-utilization of reservations and of non-performance
of such agreements. FCH agrees to indemnify, defend and hold Bass harmless from
and against any claim which may be asserted against any of the Bass Parties
alleging that FCH has failed to honor any of such disclosed post-transfer
reservations or agreements in accordance with their disclosed terms.
(c) Working Capital Settlement. As of the date of the transfer of
Leasehold Assets with respect to each Hotel, Bass and FCH, or any purchaser
from FCH, as the case may be, shall jointly prorate rents, revenues, other
income, taxes (including, personal property taxes), expenses, utility charges,
assessments and charges related to each such Hotel based upon the most current
information available on the transfer date; provided, however, the Bass Parties
shall receive the entire advantage of any discounts for the prepayment of any
taxes, assessments or charges made by it in the ordinary and normal course of
business. Notwithstanding the foregoing, (i) all revenues from the rental of
guest rooms (together with any sales or other taxes thereon) for the night of
the transfer ("Room Revenues"); (ii) the invoice cost of the food, beverage and
alcoholic beverage inventories owned by the Bass Parties at each Hotel that are
in good and useable condition and in unopened containers (the "F&B
Inventories"); (iii) prepaid deposits for confirmed reservations, hotel
facilities and services for periods on or after the transfer date; (iv) the
amounts of any accounts receivable of any guests who have not checked out and
who are occupying rooms during the evening of the transfer (the "Tray Ledger");
and (v) cash on hand for xxxxx cash and cashiers' banks (the "House Funds"),
shall be jointly determined by Bass and FCH, or any purchaser from FCH, as the
case may be, and set forth in the "Working Capital Settlement Statement." Since
the financial results pertaining to the evening of transfer are necessary for
the completion of the Working Capital Settlement Statement, Bass shall complete
the posting of all such financial activity, all schedules, credit card xxxxxxxx
and all other activities normally associated with the daily activity at each
Hotel for the evening of transfer, under the supervision of FCH, or any
purchaser from FCH, as the case may be. Any amounts determined to be due and
owing to Bass by FCH shall be paid for by FCH, by wire transfer of immediately
available funds to a bank account designated by Bass (or in such other form and
manner as Bass may reasonably designate) within two business days following the
completion and joint execution of the Working Capital Settlement Statement. The
term "Working Capital Settlement Statement" shall mean a final accounting
jointly prepared by accountants for Bass and FCH (or its designee) during the
period between 8:00 p.m. local time (as applicable to each of the Hotels) on
the date immediately preceding the transfer and 8:00 a.m. local time (as
applicable to each of the Hotels) on the day of the transfer, the results of
which shall be incorporated into a written operations settlement statement
which shall be executed by both Bass and FCH, or its purchaser, as the case may
be.
For purposes of this Paragraph 9(c), the following shall apply:
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(i) Room Revenues and F&B Revenues for the night of transfer (the
"night of the transfer" being defined for purposes of this Paragraph 9(c)
to mean the night immediately prior to the transfer date) shall be divided
equally between FCH and Bass pursuant to the Working Capital Settlement
Statement. All other revenues for the night of transfer shall belong
solely to Bass.
(ii) FCH shall purchase the Tray Ledger, the F&B Inventories and the
House Funds (exclusive of any non-cash items) from Bass pursuant to the
Working Capital Settlement Statement.
(iii) All accounts receivable and accounts payable shall be retained
by the applicable Bass Party for collection or payment by it. FCH, or any
purchaser from FCH, shall cooperate with Bass in the collection of such
receivables and shall promptly remit to Bass any payments received by it
that relate to accounts receivable so retained by Bass.
(iv) On the Transfer date, Bass shall credit to the account of FCH,
or the purchaser from FCH, the amount of any deposits then held by Bass in
respect of room reservations, room allocation and banquet facility and
service agreements to be honored or performed subsequent to the transfer.
(d) Liquor License transfer; interim agreements. The Bass Parties will
cooperate in all reasonable respects (which shall include, without limitation,
supplying information known to the Bass Parties and execution of such documents
as may be legally required) with FCH and any purchaser or transferee from FCH
in connection with the application for transfer of any existing alcoholic
beverage licenses held by the Bass Parties or its agent in connection with its
operation of the Hotel (the "Liquor License") to such purchaser or purchaser's
application for a new Liquor License (as the case may be, the "Liquor
Application"). FCH shall cause such purchaser to diligently and in good faith
proceed with the Liquor Application. Without limiting the generality of the
foregoing, if the purchaser is unable to obtain the transfer of the Liquor
License or to obtain a new Liquor License prior to the transfer date, then, on
the date of transfer, the appropriate Bass entity(ies) and such purchaser shall
enter into an interim arrangement (the "Interim Agreement") whereby the Bass
entity(ies) shall operate the liquor concessions at the Hotel on behalf of
purchaser pending the transfer or issuance of the Liquor License to purchaser
and purchaser and FCH shall indemnify, defend and hold such Bass entity(ies)
harmless from and against any and all claims, liabilities, costs and expenses
(including, without limitation, reasonable attorneys' fees and costs) arising
in connection with such operation.
(e) Guest Property in Seller's Possession on Date of Transfer. Property of
guests of the Hotel in the care, possession or control (excluding that in guest
rooms) of a Bass Party on the date of transfer shall be handled in the
following manner:
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(i) Safe Deposit Boxes. On the Closing Date, the appropriate Bass
Party shall cause notice to be sent to all guests of the Hotel who have
safe deposit boxes advising them of the pending sale and requesting the
removal and verification of the contents of such safe deposit boxes within
three (3) days after the Date of Transfer. The Bass Party may have a
representative present at the Hotel during such three (3) day period for
the purpose of viewing such removal and verification. Boxes of guests not
responding to the written notice shall be listed at the end of such three
day period. Such boxes shall be opened on the following day in the
presence of representatives of the Bass Party, and purchaser and the
contents thereof shall be recorded. Any property contained in the safe
deposit boxes and so recorded and thereafter remaining in the hands of
purchaser shall be the responsibility of purchaser; and FCH shall
indemnify, or cause purchaser to indemnify, Bass Party against any claim
or obligation arising out of or with respect to such property. The Bass
Party shall be responsible for, and shall indemnify and hold FCH and its
purchaser harmless from and against, any claim for property placed in the
safe deposit boxes before the time of transfer that is not listed in said
inventory.
(ii) Baggage Inventory. All guest baggage and other guest property
checked and left in the possession, care and control of any Bass Party
shall be listed in an inventory to be prepared in duplicate and signed by
representatives of the Bass Party, FCH and its purchaser on the date of
transfer. FCH's purchaser shall be responsible from and after the Date of
Transfer for all baggage (and the contents thereof) and other guest
property listed in inventory, FCH's purchaser shall indemnify and save and
hold Bass harmless from and against any claim arising out of or with
respect to the baggage listed in the inventory, and Bass agrees to
indemnify and save and hold FCH's purchaser harmless from and against any
claim arising prior to the transfer date out of or with respect to any
guest baggage or other guest property not listed in the inventory.
(iii) This Section 9 (e) shall survive the transfer.
(f) Cooperation Pending Sale. In order to facilitate a sale or change in
management of any Hotel, Bass Party(ies) will grant access to each Hotel, upon
reasonable notice and at reasonable times, to any prospective purchaser or
operator, and shall cooperate in the communication of information concerning
hotel operations to any such third party as requested by FCH. Bass and FCH
shall agree upon a mutually-acceptable method whereby FCH may request and
receive from Bass lists and copies of contracts, leases, inventories, personnel
lists, reservations and similar information (collectively "due diligence
materials"). Pending the sale or transfer of management of any Hotel, the Bass
Party(ies) shall continue to operate such Hotel in the ordinary course of
business, accepting reservations and maintaining stocks and inventories at
normal levels.
(g) Existing Franchise Agreements; Indemnity. The parties acknowledge that
each of the
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Hotels is currently operated under license from a third party (the
"Franchisor") pursuant to a license or franchise agreement ("Franchise
Agreement") between such Franchisor and a Bass Entity. Notwithstanding anything
to the contrary in Section 2 hereof, in the event FCH sells or contracts to
sell a Hotel to any third party or in the event FCH contracts on an interim
basis or otherwise for the management of any Hotel by a third party, and such
purchaser or manager does not apply for or receive approval for a franchise or
license agreement from the same Franchisor as currently franchises such Hotel
(or does not receive the right to continue to opeate the hotel under a
temporary arrangement with the Franchisor), and such sale, contemplated sale or
management arrangement results ultimately in the termination of the existing
Franchise Agreement for such Hotel by the Franchisor together with a demand by
such Franchisor that a Bass Party pay a termination fee or penalty by reason of
such termination:
(1) FCH shall indemnify and reimburse the Bass Party for any
termination fee or penalty paid by such Bass Party to a Franchisor; and
(2) Bass and/or the Bass Parties shall cooperate with FCH to mitigate
or contest any such fee or penalty, and shall allow FCH to pursue in its
name(s), any dispute, claim, litigation, arbitration or mediation
disputing the assessibility or calculation of such fee or penalty.
10. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which, together, shall be deemed
one and the same agreement.
11. Any notice required or permitted to be given hereunder shall be in
writing and shall be deemed to be delivered when delivered by hand or sent by
registered or certified mail (return receipt requested and postage prepaid) or
by reputable overnight courier service and addressed as follows:
(a) If to any of the Bass Parties, to:
Bass (U.S.A.) Incorporated
Xxxxx Xxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attention: General Counsel
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(b) If to any of the FCH Parties, to:
FelCor Lodging Trust Incorporated
000 X. Xxxx Xxxxxxxxx Xxxx., Xxxxx 0000
Xxxxxx, XX 00000
Attention: General Counsel
12. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective subsidiaries, affiliates, successors
and assigns.
13. This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof and supersedes all prior agreements and
understandings among the parties with respect to the matters set forth herein.
No amendment or modification of this Agreement, or of any of the provisions
hereof, shall be binding upon any party unless made in writing and signed by
both Bass and FCH.
14. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas, without regard to its conflicts of laws
provisions.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, FCH, on its own behalf and on behalf of the FCH
Parties, and Bass, on its own behalf and on behalf of the Bass Parties, have
each caused this agreement to be duly executed as of the day and year first
above written by an officer thereunto duly authorized.
FELCOR LODGING TRUST INCORPORATED
By: /s/ XXXXX X. XXXXX
----------------------------
Xxxxx X. Xxxxx
Senior Vice President
BASS (U.S.A.) INCORPORATED
By: /s/ XXXXXXX XXXX
----------------------------
Name: Xxxxxxx Xxxx
Title: Vice President
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