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OMNIBUS AGREEMENT
      1.
    
    Effective Date.
  2.
    
    Sale and purchase of Hotels.
  
  1




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3.
    
    Release of Replacement Management Fee and Termination Liquidated Damages for
Certain Sold Hotels.
  2




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4.
    
    Release of Replacement Management Fee and Termination Liquidated Damages for
Certain Additional Hotels.
  Group 2 Hotels
 Group 3 Hotel
  5.
    
    Hotels That May be Sold by FCH Encumbered by Flag
  
 3




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6.
    
    San Francisco Union Square
  7.
    
    Hotels to be Retained by FCH
  
 8.
Communications,
   4




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9. Additional Provisions.
  10. Mutual Release.
    SIGNATURE PAGE FOLLOWS
 5




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By:
    
    /s/ Robert ChetyName:
    
    Robert ChetyIts:
    
    Vice President
  By:
    
    /s/ Thomas J. Corcoran Jr.
 
 6




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EXHIBIT 1 TO OBA
Sold Hotels
  7




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EXHIBIT 2 TO OBA
P&S AGREEMENT
 8




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EXHIBIT 2-A TO OBA
PHILADELPHIA  CENTER CITY CROWNE P&S AGREEMENT
 9




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EXHIBIT 3 TO OBA
FORM OF MANAGEMENT AGREEMENT AMENDMENTS
 10




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AMENDMENT TO MANAGEMENT AGREEMENT
 ,
 RECITALS
 
 [as assigned]
  AGREEMENTS
  Group 2, and Group 1 hotels that become Group 2 hotels].
 .
 Page 1 of 27




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[Crowne Plaza Chicago  Allerton only]
 a
  Page 2 of 27




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, .
 Page 3 of 27




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[Union Square only]
   Page 4 of 27




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Group 4, and Group 1 hotels that become Group 4 hotels]
 Page 5 of 27




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.
 Groups 1-4
  Page 6 of 27




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[Group 5 only]
      Page 7 of 27




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Page 8 of 27




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.
   Page 9 of 27




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[HI Select Boston; HI Select Toronto Airport; HI Toronto Yorkdale; HI Philadelphia; HI
Select Pittsburgh; HI Select Nashville  Briley Parkway; HI Select Orlando Airport; HI
Houston Medical Center; HI French Quarter; HI Select San Antonio Airport; and Mills House]:
  [HI Santa Monica; HI Santa Barbara; HI San Francisco Fishermans Wharf; HI San Diego]:
  [I-Drive, Cocoa Beach]:
 Page 10 of 27




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Page 11 of 27




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Exhibit A-3
    Page 12 of 27




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(i)
    
    within thirty (30) days of receipt of the Performance Termination
Notice or final decision of a Lodging Arbiter or arbitration as described below,
whichever is later, Manager shall have made payments to Leasehold Owner to the
extent necessary to make Adjusted Net Operating Income for the second of such
two consecutive Fiscal Years equal to the applicable Performance Hurdle
Percentage of Leasehold Owners Investment Basis; or
 (ii)
    
    the Hotels Net Operating Income for the second Fiscal Year
during the Determination Period, is greater than or equal to ninety-five percent
(95%) of budgeted Net Operating Income as determined pursuant to the Yearly
Budget (the Budget Test).; or
 (iii)
    
    If, and only to the extent, the hotel has suffered a significant
event of Force Majeure excusing Managers performance as more fully described
below.
    Page 13 of 27




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Replacement Fee to Manager Upon
Termination of a Hotel other than a Performance Termination or Event of Default by Manager
   Page 14 of 27




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
    th
 Page 15 of 27




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YEAR
    
    2005
    
    2006
    
    
    
    2007
    
    2008
    
    2009
    
    
    
    2010
    
    2011
    
    2012
    
    
    
    2013MULTIPLE
    
    8.7X
    
    8.2X
    
    
    
    7.8X
    
    7.2X
    
    6.6X
    
    
    
    6.0X
    
    5.4X
    
    4.7X
    
    
    
    4.0XYEAR
    
    2014
    
    2015 to 8/1/2021
    
    
    
    
    
    8/2/2021-8/1/2023
    
    
    
    
    
    8/2/2023-2025MULTIPLE
    
    3.2X
    
    3.0X
    
    
    
    
    
    
    
    2.0X
    
    
    
    
    
    
    
    1.0X
  Franchise Fee Credit.
  Assignment by Leasehold Owner
 Page 16 of 27




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21.01. Operation of Hotel
 21.02. Extension of Time
 Page 17 of 27




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Investment Basis Exhibit A-4
  Page 18 of 27




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Net Proceeds:
 [All groups]
      Page 19 of 27




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LEASEHOLD OWNER(NAME)By:Its:InterContinental Hotels Group Resources, Inc.By:Its:BHMC CANADA, Inc.By:Its:Consent to execution by Leasehold Owner:SUPERIOR OWNERBy:Its:
 Page 20 of 27




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EXHIBIT A-1
 
 Page 21 of 27




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EXHIBIT A-2
 SPECIAL CAPITAL PLAN
(To be inserted for each hotel)
 Page 22 of 27




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EXHIBIT A-3
INCENTIVE MANAGEMENT FEE CALCULATION EXAMPLES
 EXAMPLE 1  Calculation at end of FY 2005 for application in FY 2006 only.
 EXAMPLE 2: INSUFFICIENT ADJUSTED GROSS REVENUES         Incentive Fee = $0
 EXAMPLE 3: SUFFICIENT ADJUSTED GROSS REVENUES         Incentive Fee = $25,000
 EXAMPLE 4: IMPOSITION OF 2.5% CAP         Incentive Fee = $75,000
 Page 23 of 27




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EXHIBIT A-4
 INVESTMENT BASIS FOR HOTEL
(To be inserted by hotel from agreed-upon spreadsheet attached hereto)
 Page 24 of 27




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EXHIBIT A-5
Investment Basis Calculation Examples
 Example 1                     New Investment Basis = $20,691,625
 Example 2            New Investment Basis = $21,262,374
 Example 3 
 Page 25 of 27




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New Investment Basis = $21,362,374
 Page 26 of 27




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EXHIBIT A-6
 
 Page 27 of 27