EXHIBIT 10.1


 


ASSUMPTION, TERMINATION AND AMENDMENT AGREEMENT


 


Reference is made to that certain Amended and Restated Consolidated
Guaranty Agreement, dated as of February 16, 2005 (the “Guaranty”) among
InterContinental Hotels Group PLC (now known as InterContinental Hotels
Limited) (“Old Guarantor”),
HPT TRS IHG-1, Inc., HPT TRS IHG-2, Inc.,HPT IHG PR, Inc. and Hospitality
Properties Trust.  The provisions
of the Guaranty are incorporated herein by this reference, as if fully set
forth herein.


 


Old Guarantor has engaged in a Reorganization and become a Subsidiary
of InterContinental Hotels Group PLC  (f/k/a New InterContinental Hotels Group PLC) (“New Guarantor”)
pursuant to a scheme of arrangement more particularly described in the scheme
circular captioned “Recommended proposals for the return of approximately £1
billion to IHG Shareholders by way of a capital reorganization (by means of a
scheme of arrangement under Section 425 of the Companies Act of 1985)”
sent to Old Guarantor shareholders on or about May 3, 2005 (the “Scheme”).  In connection with the Scheme, New Guarantor
has agreed to assume all of the obligations of Old Guarantor under the Guaranty
to comply with the requirements of the Guaranty and the Management Agreements.  Such compliance is a direct material benefit
to New Guarantor.


 


In consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged:


 


1.             Old Guarantor and
New Guarantor shall cause there to be delivered to HPT an opinion of counsel
satisfactory to HPT with respect to, among other things, the existence of the
New Guarantor and the due execution and delivery by New Guarantor of this
Agreement and the enforceability against New Guarantor of this Agreement.


 


2.             Upon delivery of
this Assumption, Termination and Amendment Agreement: (a) New Guarantor
agrees (i) to and does hereby assume the performance of all of the terms,
covenants and conditions of the Guaranty and all of the obligations of Old
Guarantor under the Guaranty and (ii) to abide by and be bound by all of
the terms of the Guaranty, all as though the Guaranty had been made, executed
and delivered by New Guarantor; (b) the term “IHG” as used in each of the
Management Agreements shall mean New Guarantor, its successors and assigns and (c) the
term “Guarantor” as used in the Guaranty shall mean New Guarantor.


 


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3.             Provided there is
no Manager Default under any of the Management Agreements, immediately upon delivery
of this Assumption, Termination and Amendment Agreement, the Old Guarantor’s
obligations under the Guaranty shall terminate subject to the second proviso
contained in Section 9 of the Guaranty.


 


4.             For purposes of Section 2.4(a) of
the Guaranty only, neither the Scheme nor any of the implementing actions taken
in furtherance or contemplation of the Scheme shall constitute
a “Reorganization.”


 


5.             Old Guarantor and
New Guarantor warrant and represent that (a) there are no Manager Defaults
and (b) to their best knowledge, there are no (i) defaults by HPT in
the performance or observance of any covenant, agreement or condition contained
in any Guaranteed Agreement or (ii) circumstances which, with the giving
of notice or passage of time or both, would become such a default.


 


6.             HPT warrants and
represents that (a) to its best knowledge, there are no Manager Defaults
and (b) there are no (i) defaults by HPT in the performance or
observance of any covenant, agreement or condition contained in any Guaranteed Agreement
or (ii) circumstances which, with the giving of notice or passage of time
or both, would become such a default.


 


7.             Except as expressly
provided herein, nothing contained herein shall constitute a waiver of any
term, covenant or condition contained in any Transaction Document or consent to
any non-compliance therewith.  The terms
of the Transaction Documents, as amended hereby, are hereby ratified and
confirmed.


 


WITNESS the
execution hereof under seal as of July 1, 2005.


 


	
   

  	
  INTERCONTINENTAL HOTELS GROUP PLC

  
	
   

  	
  (formerly known as New InterContinental 

  Hotels Group PLC)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard T. Winter

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard T. Winter

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Company Secretary

  	
   

  
						



 


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  INTERCONTINENTAL HOTELS LIMITED

  
	
   

  	
  (formerly known as InterContinental 

  Hotels Group PLC)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard T. Winter

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard T. Winter

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HPT TRS IHG-1, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John G. Murray

  	
   

  
	
   

  	
   

  	
  John G. Murray

  	
   

  
	
   

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HPT TRS IHG-2, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ John G. Murray

  	
   

  
	
   

  	
   

  	
  John G. Murray

  	
   

  
	
   

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HPT IHG PR, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John G. Murray

  	
   

  
	
   

  	
   

  	
  John G. Murray

  	
   

  
	
   

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HOSPITALITY PROPERTIES
  TRUST

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John G. Murray

  	
   

  
	
   

  	
   

  	
  John G. Murray

  	
   

  
	
   

  	
   

  	
  Vice President

  	
   

  
									



 


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