AGREEMENT BY AND AMONG CNL HOSPITALITY PROPERTIES, INC. CNL ROSE ACQUISITION CORP. RFS HOTEL INVESTORS, INC. CNL ROSE ACQUISITION OP, LP AND RFS PARTNERSHIP, L.P. DATED MAY 8, 2003Merger Agreement • May 9th, 2003 • RFS Hotel Investors Inc • Real estate investment trusts • Delaware
AGREEMENT (this "Agreement") made and entered into on this 8th day of May 2003, by and among CNL HOSPITALITY PROPERTIES, INC., a Maryland corporation ("Parent"), CNL ROSE ACQUISITION CORP., a Delaware corporation and an indirect wholly-owned subsidiary of Parent ("REIT Merger Sub"), RFS HOTEL INVESTORS, INC., a Tennessee corporation (the "Company"), CNL ROSE ACQUISITION OP, LP, a Tennessee limited partnership and an indirect wholly-owned subsidiary of Parent ("Acquiror OP") and RFS PARTNERSHIP, L.P., a Tennessee limited partnership ("Target OP").
