AGREEMENT AND PLAN OF MERGER BY AND AMONG MS RESORT HOLDINGS LLC, MS RESORT ACQUISITION LLC, MS RESORT PURCHASER LLC, ASHFORD SAPPHIRE ACQUISITION LLC AND CNL HOTELS & RESORTS, INC. DATED AS OF JANUARY 18, 2007Agreement and Plan of Merger • March 9th, 2007 • Ashford Hospitality Trust Inc • Real estate investment trusts • Maryland
AGREEMENT AND PLAN OF MERGER, dated as of January 18, 2007 (this “Agreement”), by and among MS Resort Holdings LLC, a Delaware limited liability company (“Parent”), MS Resort Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Sub”), MS Resort Purchaser LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Missouri”), Ashford Sapphire Acquisition LLC, a Delaware limited liability company (“Arizona”), and CNL Hotels & Resorts, Inc., a Maryland corporation (the “Company”). Except as otherwise set forth herein, capitalized terms used herein shall have the meanings set forth in Section 1.1. Parent, Sub, Missouri and Arizona are hereinafter collectively referred to as the “Buyer Parties”.
CONTRIBUTION AND RIGHTS AGREEMENT Dated as of January 18, 2007Contribution and Rights Agreement • March 9th, 2007 • Ashford Hospitality Trust Inc • Real estate investment trusts • New York
ContractAshford Hospitality Trust Inc • March 9th, 2007 • Real estate investment trusts • Maryland
THIS GUARANTY is made as of January 18, 2007, jointly and severally by Morgan Stanley Real Estate Fund V U.S., L.P., a Delaware limited partnership (“MSREF V”) and Ashford Hospitality Trust, Inc., a Maryland corporation (“Ashford”), in favor of CNL Hotels & Resorts, Inc., a Maryland corporation (the “Company”). MSREF V and Ashford are individually referred to herein as a “Guarantor” and collectively as the “Guarantors”.
Purchase and Sale AgreementPurchase and Sale Agreement • March 9th, 2007 • Ashford Hospitality Trust Inc • Real estate investment trusts • Maryland
* Buyer may elect, in its sole discretion, to require Seller to convey to Buyer 100% of the member interests in the general partner of any or all of the Joint Ventures, in lieu of conveying the general partnership interest in such Joint Venture(s).
HOTEL MASTER MANAGEMENT AGREEMENT by and between ASHFORD TRS CORPORATION, a Delaware corporation and REMINGTON MANAGEMENT, L.P., a Delaware limited partnershipHotel Master Management Agreement • March 9th, 2007 • Ashford Hospitality Trust Inc • Real estate investment trusts • Texas
THIS HOTEL MASTER MANAGEMENT AGREEMENT is made and entered into on this 6th day of October , 2006,effective as of September 29, 2006 by and between ASHFORD TRS CORPORATION, a Delaware corporation (hereinafter referred to as “Lessee”), REMINGTON MANAGEMENT, L.P., a Delaware limited partnership (hereinafter referred to as “Manager”), and for the limited purposes of Article VIII herein, the Landlords (defined below).
