##### 



Exhibit
4(b)(viii)
 th
         SALE AND PURCHASE AGREEMENT
  KEEP THE ORIGINAL OF THIS DOCUMENT AND ALL CERTIFIED COPIES THEREOF OUTSIDE OF THE REPUBLIC OF
AUSTRIA. BRINGING THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT INTO THE REPUBLIC OF AUSTRIA
AS WELL AS ANY WRITTEN CONFIRMATION OR WRITTEN REFERENCE TO THIS DOCUMENT MAY CAUSE THE IMPOSITION
OF AUSTRIAN STAMP DUTY.
 Linklaters




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Table of Contents
 Contents
    
    Page1
    Interpretation
    
    
    12
    Agreement to Sell
    
    
    103
    Consideration
    
    
    114
    Conditions
    
    
    135
    Pre-Completion
    
    
    156
    Completion
    
    
    187
    Employees, Pensions and Employee Incentives
    
    
    198
    European Business Indemnities
    
    
    239
    Post-Completion Adjustments
    
    
    2510
    Warranties and Indemnities
    
    
    2611

    Limitation of Sellers Liability
    
    
    2912
    Claims
    
    
    3213
    Guarantee
    
    
    3414
    Confidentiality
    
    
    3515
    Other Provisions
    
    
    37Schedule 1 (Clauses 2.1 and 2.2) Part 1 Details of Shares to be sold
    
    
    54Part 2 Details of Spanish Business to be sold
    
    
    58Part 3 Details of Austrian Business to be sold
    
    
    60Part 4 Details of German Business to be sold
    
    
    61




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Contents
    PageSchedule 2 The Companies and the Subsidiaries
    
    
    63Schedule 3 The Properties (Clause 1.1)
    
    
    71Schedule 4 Documents in the Agreed Terms (Clause 1.1)
    
    
    77Schedule 5 Completion Obligations (Clause 6.2)
    
    
    78Schedule 6 Share Sale Adjustments Net Current Asset Statement (Clause 9.1)
    
    
    84Schedule 7 European Business Sale Adjustments (Clause 9.1)
    
    
    96Schedule 8 Warranties given by the Sellers (Clause 10)
    
    
    105Schedule 9 Warranties given by the Purchasers and the Purchasers Guarantor (Clause 10.4)
    
    
    123Schedule 10 Sellers Knowledge (Clause 10.1.5)
    
    
    124Schedule 11 Split Contracts (Clause 15.3.3)
    
    
    129Schedule 12 Inter-Group Debt (Clause 6.4)
    
    
    130Schedule 13 Retirement Benefit Arrangements
    
    
    131Schedule 14 Permitted Pre-Completion Actions (Clause 5.1)
    
    
    132Schedule 15 Transferring Employees (Clause 10.4.3)
    
    
    134Schedule 16 Seller Retained Costs (Part 1 of Schedule 6)
    
    
    135Schedule 17 Litigation
    
    
    142




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Share Purchase Agreement
 This
Agreement th
 between:
 (1)
    
    BHR Luxembourg S.à r.l.a company incorporated in Luxembourg whose registered office is
at L-1219 Luxembourg, 13, Rue Beaumont, 2nd Floor (the Principal Seller);(2)
    
    Each of the other Share Sellers and the Business Sellerswhose names are set out in
Schedule 1 (together with the Principal Seller, the Sellers);(3)
    
    Cooperatie Westbridge Europe I U.A. a company incorporated in The Netherlands whose
registered office is at Naritaweg 165, 1043 BW Amsterdam (the
Principal Purchaser);(4)
    
    Each of the other Share Purchasers and the Business Purchaserswhose names are set out
in Schedule 1 (together with the Principal Purchaser, the Purchasers); and(5)
    
    Westbridge Hospitality Fund, L.P. a company incorporated in Bermuda whose registered
office is at Washington Mall West, 7 Reid Street, Hamilton HM11 acting through its general
partner Westbridge Hospitality Management Limited whose registered address is at
Washington Mall West, 7 Reid Street, Hamilton HM 11, Bermuda (the Purchasers Guarantor).
  (A)
    
    The Sellers have agreed to sell the Assets (as defined below) and to assume the
obligations imposed on the Sellers under this Agreement;(B)
    
    The Purchasers have agreed to purchase the Assets and to assume the obligations imposed
on the Purchasers under this Agreement; and(C)
    
    The Purchasers Guarantor has agreed to guarantee the obligations of the Purchasers under
this Agreement.
 It is agreed
 1
    
    InterpretationIn this Agreement, unless the context otherwise requires, the provisions in this Clause 1
apply:1.1
    
    DefinitionsAccounts Datemeans 31 December 2004;Aggregated Financial Summarymeans the pro-forma aggregated financial summary of the profit and
loss accounts derived from the management accounts of the Hotels for the 4 years commencing 1
January 2001 and ended 31 December 2004;Agreed Termsmeans, in relation to a document, such document in the terms agreed between the
Sellers and the Purchasers and signed for identification by the Sellers Lawyers and the
Purchasers Lawyers with such alterations as may be agreed in writing between the Principal Seller
or the Sellers Lawyers on the one hand and the Principal
 1




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Assets
 Assumed Liabilities
 Audited Accounts
 Austrian Business
 Austrian Excluded Assets
 Business Day
 Business Employees Business Employee
 Business Purchaser
 Business Seller
 Companies Company
 Completion
 Completion Amount
 Completion Date
 Confidentiality Agreement
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Consultancy Agreement
 Consultant 
 Data Room
 Debt Assignment Agreement
 Disclosure Letter
 (i)
    
    information constituting exceptions to the Sellers Warranties; and(ii)
    
    details of other matters referred to in this Agreement;
 Encumbrance
 EONIA
 Environment Environmental Law
 Environmental Matter
 (a)
    
    any contamination or pollution at, in, on or under or which emanates or migrates from
the site occupied by the Holiday Inn Vienna South hotel, the Holiday Inn Hamburg
Kielerstrasse hotel, the Express by Holiday Inn Valencia  San Louis hotel and the Express
by Holiday Inn Alicante hotel; or(b)
    
    any breach of or obligation or liability under Environmental Law or
any Environmental Permit relating to the Holiday Inn Vienna South hotel, the Holiday Inn Hamburg
Kielerstrasse hotel, the Express by Holiday Inn Valencia -San Louis hotel and the Express by
Holiday Inn Alicante hotel or the sites such hotels occupy;
 Estimated European Business Net Assets    
 Estimated Net Current Assets 
 3




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European Business
 European Business Contracts
 European Business Net Assets Adjustment
 European Business Net Assets
 European Business Net Asset Statement
 Event
 Excluded Rights
 GAAP
 German Business
 German Debt 
 German Excluded Assets
 Group
 Group Companies Group Company
 Hazardous Substances
 HI Vienna South Lease
 4




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Hotel Franchise Agreements
 Hotels Hotel
 Initial Share Consideration 
 Initial European Business Consideration    
 Intellectual Property
 Inter-Group Debt
 Inter-Group Debt Balance 
 Inter-Group
Payables
 Inter-Group
Receivables
 Know-how
 Lease
 Letting Document
 Local Transfer Documents
 Losses
 5




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Material Issues Reports on Title
 Material Letting Document 
 Management Accounts
 Net Current Asset Adjustment
 Net Current Assets 
 Net Current Asset Statement
 Portfolio Franchise Agreement
 Pre-Sale Reorganisation
 Pre-Sale Reorganisation Documents
 Profit and Loss Transfer Agreements
 Profit and Loss Transfer Agreements Adjustment
 Properties Property
 Purchasers
 Purchasers Group
 Purchasers Lawyers
 6




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Relevant Employees
 Relevant Extent
 Relief
 Retirement Benefit Arrangements
 Sellers Group
 Sellers Group Contracts
 Sellers Lawyers
 Sellers Property Lawyers
 Sellers Warranties Sellers Warranty
 Senior Employee 
 Shares
 Share Purchasers
 Share Sellers
 Spanish Business
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Spanish Excluded Assetsmeans the property, rights and assets referred to in Part B of
Part 2 of Schedule 1;Split Contractsmeans the agreements to which a Group Company is a party (or which are
transferred as part of the sale of the European Business) which relate partly but not exclusively
to one or more of the Hotels to the extent that at Completion the same remain to be completed or
performed or remain in force, including but not limited to those listed in Part 1 of Schedule 11;Subsidiariesmeans the subsidiaries listed in paragraph 2 of Schedule 2 and Subsidiarymeans
any one of them;Taxationor Taxmeans any form of taxation and duty, impost or tariff in each case in the
nature of taxation, whether chargeable directly or primarily against or attributable directly or
primarily to the Group Companies or any other person, and including all interest and penalties
thereon (save to the extent such penalties or interest are attributable to unreasonable delay by
the Purchasers or by any member of the Purchasers Group after Completion or to the failure of the
Purchasers to comply with their obligations under either this Agreement or the Tax Deed of
Covenant), but excluding the uniform business rates, water rates, property rates, council taxes and
all other similar rates and charges and other local (including for the avoidance of doubt regional)
authority rates or charges and also excluding Deferred Tax (as defined in Schedule 6);Tax Authorityor Taxation Authoritymeans any taxing or other authority competent to impose any
liability in respect of Taxation or responsible for the administration and/or collection of
Taxation;Tax Deed of Covenantmeans the deed of covenant against Taxation in the Agreed Terms;Tax Statutemeans any primary or secondary statute, instrument, enactment, order, law, by law or
regulation making any provision for or in relation to Tax;Tax Warrantiesmeans those of the Sellers Warranties which relate to Tax being contained in
paragraph 13 of Schedule 8 to this Agreement and Tax
Warranty means any one of them;Third Party Consentsmeans all consents, licences, approvals, permits, authorisations or waivers
required from third parties for the assignment or transfer to the relevant Purchaser of any of the
Split Contracts or European Business Contracts and Third Party Consentmeans any one of them;Transfer Regulationsmeans the local laws implementing the Acquired Rights Directive in the
respective jurisdictions which means sections 3 - 6 AVRAG in Austria, section 613a BGB in Germany
and Article 44 of the Spanish Workers Statute in Spain;USALImeans the Uniform System of Accounts for the Lodging Industry (9th revised edition)
published by the American Hotel and Lodging Association; andVAT means value added tax which may be levied in accordance with, but subject to permitted
derogations from, EU Directive 77/388/EEC.1.2
    
    Modification etc. of StatutesReferences to a statute or statutory provision include:
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1.2.1
    
    that statute or provision as from time to time modified, re-enacted or consolidated
whether before or after the date of this Agreement;1.2.2
    
    any past statute or statutory provision (as from time to time modified, re-enacted or
consolidated) which that statute or provision has directly or indirectly replaced; and1.2.3
    
    any subordinate legislation made from time to time under that statute or statutory provision,
  1.3
    
    Singular, plural, genderReferences to one gender include all genders and references to the singular include the plural
and vice versa.1.4
    
    References to persons and companiesReferences to:
 1.4.1
    
    a person include any company, partnership or unincorporated association (whether or not
having separate legal personality); and1.4.2
    
    a company shall include any company, corporation or any body corporate, wherever
incorporated or any partnership.
 1.5
    
    References to subsidiaries and holding companiesThe words holding companyand subsidiaryshall have the same meaning in this Agreement as
their respective definitions in the Companies Act 1985.1.6
    
    Audited AccountsAny reference to the Audited Accountsshall include the directors and auditors reports,
relevant balance sheets and profit and loss accounts and related notes together with all documents
which are or would be required by law to be annexed to the accounts of the company concerned to be
laid before that company in general meeting in respect of the accounting reference period in
question.1.7
    
    Schedules etc.References to this Agreement shall include any Recitals and Schedules to it and references to
Clauses and Schedules are to Clauses of, and Schedules to, this Agreement. References to paragraphs
and Parts are to paragraphs and Parts of the Schedules.1.8
    
    HeadingsHeadings shall be ignored in interpreting this Agreement.
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1.9
    
    InformationReferences to books, records or other information mean books, records or other information
in any form including paper, electronically stored data, magnetic media, film and microfilm,1.10
    
    Legal TermsReferences to any English law legal term shall in respect of any jurisdiction other than
England, be construed as references to the term or concept which most nearly corresponds to it in
that jurisdiction.1.11
    
    Good Discharge
 1.11.1
    
    Any consideration or other payment hereunder received by the Principal Seller in
respect of or relating to the Assets shall be received by the Principal Seller on behalf of the
Share Seller or Business Seller to which it relates and shall be a good discharge of the
Purchasers obligation to pay the consideration or other payment due in respect of the Shares and
the European Business and the Purchasers shall have no obligation to enquire into the application
thereof.1.11.2
    
    Any consideration or other payment hereunder received by the Principal Purchaser in
respect of or relating to the Assets shall be received by the Principal Purchaser on behalf of the
Share Purchaser or Business Purchaser to which it relates and shall be a good discharge of the
Sellers obligation to pay the consideration or other payment due in respect of the Shares and the
European Business and the Sellers shall have no obligation to enquire into the application thereof.
 2
    
    Agreement to Sell2.1
    
    Sale of Shares
 2.1.1
    
    On and subject to the terms of this Agreement the Share Sellers (each as to the
Shares set out against its name in Schedule 1) agree to sell, and the Share Purchasers agree to
purchase (each as to the Shares set out against its name in Schedule 1), the Shares provided that,
for the avoidance of doubt, this shall not include any shares in Holiday Inns von Deutschland
GmbH repurchased in accordance with Schedule 14 of this Agreement.2.1.2
    
    Subject to Clause 2.3, the Shares shall be sold by the Share Sellers free from
Encumbrances and together with all rights and advantages attaching to them as at Completion
(including, without limitation, the right to receive all dividends or distributions declared, made
or paid on or after Completion).2.1.3
    
    For the avoidance of doubt, the Sellers Group Contracts shall not be transferred to the
Purchasers.
 2.2
    
    Sale of European Business
 2.2.1
    
    On and subject to the terms of this Agreement and the Local Transfer Documents, the
Business Sellers agree to sell and the Business Purchasers agree to purchase each of the Austrian
Business, the German Business and the Spanish Business as a going concern.
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2.2.2
    
    There shall be included in the sale of the European Business under this Agreement or,
where relevant, the Local Transfer Documents, those businesses set out in: (i) Part A of Part 2 of
Schedule 1 (Spanish Business); (ii) Part A of Part 3 of Schedule 1 (Austrian Business); and (iii)
Part A of Part 4 of Schedule 1 (German Business) each of which shall be sold free from
Encumbrances.2.2.3
    
    There shall be excluded from the sale of the European Business under this Agreement or,
where relevant, the Local Transfer Documents, the Spanish Excluded Assets, the Austrian
Excluded Assets and the German Excluded Assets.2.2.4
    
    The Business Purchasers shall assume, duly and punctually pay, satisfy, discharge and
perform or fulfil all the Assumed Liabilities except to the extent provided in this Agreement or
the Local Transfer Documents. The Assumed Liabilities are assumed by the Business Purchasers
subject to and so that the Business Purchasers shall have and be entitled to the benefit of the
same rights, powers, remedies, claims, defences, obligations, conditions and incidents (including
without limitation, rights of set-off and counterclaim) as the Business Sellers enjoyed.2.2.5
    
    The Business Sellers acknowledge and agree that the Business Purchasers shall not assume
or have any liability in respect of the European Business which is not: (i) specifically assumed by
the Business Purchasers under this Agreement or the Local Transfer Documents; or (ii) required or
deemed to be assumed by the Business Purchasers by any applicable law.
 2.3
    
    Excluded RightsThere shall be excluded from the sale of the Assets under this Agreement the Excluded Rights, which
shall be retained by the Share Sellers.3
    
    Consideration3.1
    
    Amount
 3.1.1
    
    The consideration for the purchase of the Shares under this Agreement shall be an amount
in cash equal to the sum of:
 (i)
    
    the Initial Share Consideration;(ii)
    
    the Estimated Net Current Assets;(iii)
    
    the Net Current Asset Adjustment; and(iv)
    
    any adjustment pursuant to Clause 9.2.3 in connection with the Profit and Loss Transfer Agreements.
 3.1.2
    
    The consideration for the purchase of the European Business under this
Agreement shall be an amount in cash equal to the sum of:
 (i)
    
    the Initial European Business Consideration; and(ii)
    
    the Estimated European Business Net Assets; and(iii)
    
    the European Business Net Assets Adjustment,
  
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3.1.3
    
    The consideration for the purchase of the Shares and European Business shall be
allocated amongst the Sellers as set out in Schedule 1 (subject to the Net Current Asset
Adjustment attributable to the particular Shares and the European Business Net Assets
Adjustment attributable to the European Business and any adjustment pursuant to Clause
9.2.3) and paid by (or procured to be paid by) the Principal Purchaser to the Principal
Seller in accordance with Clauses 6.3 and 9.2.3.1.4
    
    The relevant Business Sellers and the relevant Business Purchasers agree to take all
necessary actions (including, without limitation, waiver of any applicable VAT exemptions) to
ensure that the transfer of the Properties located in Spain will be subject to (and not exempt
from) VAT in accordance with the Law 37/1992, of 28 December 1992, on VAT (Ley 37/1992, de 28
de diciembre, del Impuesto sobre el Valor Añadido),3.1.5
    
    The consideration for the German Debt shall be the consideration due under the Debt
Assignment Agreement.3.1.6
    
    If following Completion any Group Company or any Purchaser receives the 500,000
receivable from a building contractor as compensation for the business interruption and loss
of 18 parking spaces at the Hotel at HI Amsterdam pursuant to the letter dated 22 December
2003 referred to in the Disclosure Letter, the Principal Purchaser shall pay a further
500,000 to the Principal Seller within 5 Business Days of such receipt by way of
adjustment to the consideration in accordance with Clause 3.2 below.
 3.2
    
    Adjustment of Consideration
 3.2.1
    
    If any payment is made by or to the Sellers to or from the Purchasers or from the Purchasers
Guarantor in respect of any claim for any breach of or in respect of any claim under this Agreement
or the Local Transfer Documents (or any agreement entered into pursuant to this Agreement), the
payment shall be made by way of adjustment of the consideration paid by the relevant Purchasers for
the particular Shares or particular European Business to which the payment and/or claim relates
under this Agreement and the consideration shall be deemed to have been reduced or increased by the
amount of such payment.3.2.2
    
    If:
 (i)
    
    the payment and/or claim relates to more than one part of the Shares and/or more than
one part of the European Business, it shall be allocated in a manner which reflects the
impact of the matter to which the payment and/or claim relates, failing which it shall be
allocated rateably to the shares in the Group Companies or the European Business concerned
by reference to the proportions in which the consideration is allocated in accordance with
Clause 3.1.3; or(ii)
    
    the payment and/or claim relates to no particular part of the Shares or no particular
European Business, it shall be allocated rateably to all the shares in the Group Companies
and the Spanish Business, the Austrian Business and the German Business by reference to the
proportions in which the consideration is allocated in accordance with Clause 3.1.3,
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and in each case the consideration shall be deemed to have been reduced or
increased by the amount of such payment.3.2.3
    
    Any VAT initially charged by the relevant Business Sellers to the relevant
Business Purchasers shall be adjusted to reflect any adjustments to the consideration
for such Assets pursuant to this Agreement and shall be adequately documented for VAT
purposes.3.2.4
    
    For the purposes of this Clause 3.2, this Agreement includes the Tax Deed of
Covenant and the Local Transfer Documents.
 4
    
    Conditions4.1
    
    Conditions PrecedentThe agreement to sell and purchase the Shares and the European Business contained in Clause
2 is conditional upon satisfaction of the following condition, or its satisfaction subject
only to Completion:
 4.1.1
    
    Anti-trust:
 (a)
    
    the German Federal Cartel Office (the Bundeskartellamt)
notifying the parties within one month of receipt of the complete notification
that the conditions for a prohibition under Section 36 paragraph 1 of the
German Act Against Restrictions of Competition (GWB) are not satisfied; or(b)
    
    the Bundeskartellamt not informing the parties within one month
from the receipt of the complete notification that it has opened an
in-depth investigation.
 4.2
    
    Responsibility for Satisfaction
 4.2.1
    
    The Purchasers and the Sellers shall use all reasonable endeavours to ensure
the satisfaction of the condition set out in Clause 4.1 as soon as possible after the
date of this Agreement.4.2.2
    
    The Purchasers shall make the anti-trust filing required pursuant to Clause
4.1 as soon as reasonably practicable but in any event shall submit a filing to the
Bundeskartellamt no later than the fifth Business Day following the date of this
Agreement.4.2.3
    
    The Sellers shall co-operate with the Purchasers in respect of such filing and
shall make available, subject to confidentiality, all information that the Purchasers
deem reasonably necessary for that purpose or all information which is requested by the
Bundeskartellamt.4.2.4
    
    The Purchasers shall consult with the Principal Seller and the Sellers
Lawyers in respect of such filing and shall agree its content with the Principal Seller
and the Sellers Lawyers prior to its submission to the Bundeskartellamt.
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4.3
    
    Non-Satisfaction/Waiver
 4.3.1
    
    The condition set out at Clause 4.1 may be waived by agreement of the
Principal Purchaser and the Principal Seller.4.3.2
    
    The Purchaser shall give notice to the Principal Seller of the satisfaction of
the condition set out in Clause 4.1 within two Business Days of becoming aware of the
same.4.3.3
    
    If the condition set out in Clause 4.1 is not satisfied or waived on or before
30 June 2006, save as expressly provided, this Agreement (other than Clauses 1, 13, 14
and 15.5 to 15.22) shall lapse and neither the Sellers nor the Purchasers shall have
any claim against the other(s) under it, save for any claim arising from breach of any
obligation contained in Clause 4.2.
 4.4
    
    Austrian Business Sale
 4.4.1
    
    The Sellers shall use all reasonable endeavours to procure that before
Completion they shall obtain the consent of the landlord of the HI Vienna South Lease
to the proposed transfer of the lease to the relevant Business Purchaser in accordance
with this Agreement (to the extent reasonably practicable, such consent to be obtained
outside of Austria, or in any other stamp duty neutral form) and, unless otherwise
agreed with the Principal Purchaser, at no increased cost to the Purchasers or the
Group Companies (save for the bank guarantee referred to below) and the Purchasers
shall co-operate with the Sellers in seeking such consent and shall provide all
reasonable financial information requested by the landlord and enter into any
appropriate documents required to effect such consent. For the avoidance of doubt, the
Purchasers acknowledge that the Purchasers will be required to provide a bank
guarantee to replace the Fortis Bank S.A./N.V. UK Branch bank guarantee previously
provided to the landlord by Holiday Inns BV.4.4.2
    
    If such consent is not received (on terms satisfactory to the Sellers in their
absolute discretion) 2 Business Days prior to Completion, the Austrian Business shall
not be sold pursuant to this Agreement and all terms of this Agreement relating to the
Austrian Business (including the Local Transfer Document for the Austrian
Business transfer) shall cease to apply (other than Clauses 1, 13, 14 and 15.5 to
15.22) and neither the Sellers nor the Purchasers shall have any claim against the
others hereunder.4.4.3
    
    For the avoidance of doubt, if the Austrian Business is not sold pursuant to
this Agreement, the references to the Initial Business Consideration, the Estimated
Business Net Assets and the European Business Net Assets Adjustment shall exclude any
amounts attributable to the Austrian Business and all references to the European
Business shall exclude the Austrian Business.
 4.5
    
    Material Adverse Change
 4.5.1
    
    Save as specified in Clauses 4.3, 4.4 and 6.5 and this Clause 4.5, the parties
shall have no right to terminate this Agreement in whole or in part.4.5.2
    
    If prior to Completion:
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(i)
    
    any of the Hotels are destroyed (excluding, to the extent that
consent has not been obtained pursuant to Clause 4.4 above, the hotel HI
Vienna South);(ii)
    
    any of the Hotels are damaged such that any Hotel cannot be
operated at any capacity within one week of such damage; or(iii)
    
    any fact, matter or event which is outside the control of the
Sellers occurs which results in or is likely to result in, an adverse effect
in the business, financial condition, operating results or assets of the Group
of at least 35 million (after taking into account insurance proceeds),
  5
    
    Pre-Completion5.1
    
    The Sellers Obligations in Relation to the Conduct of BusinessExcept:
 (i)
    
    as may be required to give effect to and comply with this Agreement or
any law or regulation; or(ii)
    
    for any permitted action set out in Schedule 14; or(iii)
    
    in so far as the Principal Purchaser has given its written consent
(such consent not to be unreasonably withheld or delayed),
  5.1.1
    
    shall carry on its business in all material respects as a going concern in the
ordinary course as carried on prior to the date of this Agreement;5.1.2
    
    shall maintain in force all existing insurance policies in all material
respects on the same terms and similar level of cover prevailing at the date of this
Agreement for the benefit of the Group Companies and the European Business
respectively; and5.1.3
    
    without prejudice to the generality of Clause 5.1.1, shall not:
 (i)
    
    enter into any agreement or incur any commitment involving any
capital expenditure in excess of 100,000 per Hotel and 500,000 in
aggregate, in each case exclusive of VAT, except to the extent that such
expenditure would be consistent with the relevant Group Company, European
Business or Hotels capital budget as contained in the Data Room;(ii)
    
    enter into or amend any agreement or incur any commitment not
in the ordinary course of business which is either not capable of being
terminated without compensation at any time or with 6 months notice or less
or which
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involves or may involve total annual expenditure in excess of 50,000 for any Hotel and
200,000 for all Hotels in each case, exclusive of VAT;(iii)
    
    acquire or dispose of, or agree to acquire or dispose of, any material asset, or enter into
or amend any agreement or incur any commitment to do so, in each case involving
consideration, expenditure or liabilities in excess of 50,000 for any Hotel and
200,000 for all Hotels in each case, exclusive of VAT, other than in the ordinary course
of business;(iv)
    
    acquire or agree to acquire any share, shares or other interest in or dissolve or reorganise
any company, partnership or other venture;(v)
    
    other than in the ordinary course of business on normal market terms, incur any additional
borrowings or incur any other indebtedness which are not Inter-Group Receivables or
Inter-Group Payables;(vi)
    
    repay or otherwise reduce any existing borrowings or other indebtedness which are not
Inter-Group Receivables or Inter-Group Payables;(vii)
    
    create, allot or issue, or grant any option to subscribe for, any share capital;(viii)
    
    amend, to any material extent, any of the terms (and in particular the price, condition of
payment and duration of contract) on which goods, facilities or services are supplied, such
supplies being material in the context of the Group (including the European Business), except
where required to do so in order to comply with any applicable legal or regulatory
requirement;(ix)
    
    in relation to any Property:
 (a)
    
    carry out any structural alteration or addition to, or effect any change of
use of, such Property other than as fairly disclosed in the Data Room;(b)
    
    terminate or serve any notice to terminate, surrender or accept any
surrender of or waive the terms of any lease, tenancy or licence which is material in
the context of the Property;(c)
    
    agree any new rent or fee payable under any lease, tenancy or licence which
is material in the context of the Property, provided that no such consent shall be
required in respect of any increase in rent payable in respect of any Property
pursuant to a rent review in accordance with the terms of the existing lease;(d)
    
    enter into or vary any agreement, lease, tenancy, licence or other
commitment which is material in the context of the Property;(e)
    
    sell, convey, transfer, assign or charge any Property or grant any rights
or easements over any Property or enter into any covenants affecting any Property or
agree to do any of the foregoing; or(f)
    
    carry out any new activity on any Property which activity has not been
carried out prior to the date of this Agreement as part of the relevant Group
Companys business in the ordinary course;
 (x)
    
    save as required by law or as disclosed in the Data Room:
 16




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(a)
    
    make any material amendment to the terms and conditions of
employment (including, without limitation, remuneration, pension
entitlements and other benefits) of any Senior Employee (other than
minor increases in the ordinary course of business which the
Principal Seller shall notify to the Principal Purchaser as soon as
reasonably possible);(b)
    
    provide or agree to provide any gratuitous
payment or benefit to any such person or any of his dependants;(c)
    
    dismiss any Senior Employee (other than in
accordance with normal disciplinary procedures); or(d)
    
    engage or appoint any additional Senior Employee;
 (xi)
    
    settle an insurance claim in excess of 250,000 materially
below the amount claimed or commence or settle any litigation for an amount in
excess of 100,000;(xii)
    
    enter into any guarantee, indemnity or other agreement to
secure any obligation of a third party or create any Encumbrance over any of
its assets or undertaking in any such case other than in the ordinary course
of business and at arms length;(xiii)
    
    make any change to its accounting practices or policies (except to the
extent required to comply with any changes in GAAP) or amend its
constitutional documents; or(xiv)
    
    declare, make or pay any dividend or other distribution to shareholders.
 5.2
    
    Further Sellers Obligations in Relation to FinancingEach of the Sellers undertakes that, between the date of this Agreement and
Completion, it will:
 5.2.1
    
    not lend any money or offer any form of financing to any Group Company which
is not an Inter-Group Receivable nor alter the amount of the Inter-Group Debt;5.2.2
    
    procure that no Group Company borrows any money from nor incurs any other
financing liabilities or obligations to the Sellers Group (other than Inter-Group
Payables or Inter-Group Receivables);5.2.3
    
    procure that no member of the Sellers Group borrows any money from nor incurs
any other financing liabilities or obligations to any Group Company (other than
Inter-Group Payables or Inter-Group Receivables); and5.2.4
    
    procure that no Group Company repays or reduces any existing borrowings from
or indebtedness to any member of the Sellers Group (other than Inter-Group Payables
or Inter-Group Receivables),
  17




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5.3
    
    Refurbishment of Munich City CentreThe Principal Seller shall be responsible for co-ordinating and bearing the costs of:
(i) completing the refurbishment of the Hotel at Munich City Centre in accordance with the
list of works set out at document HI Mun Cty 4.1_4 of the Data Room; and (ii) obtaining a
fire certificate and the technical inspection reports required under Section 69 Subsection 4
of the Bavarian Building Code (Bayerische Bauordnung)in respect of such works, in each
case as soon as reasonably practicable.To the extent not done prior to Completion, this obligation shall continue following
Completion and the Purchasers shall ensure that the Principal Seller is granted all
necessary powers by the Group Companies to enable the Principal Seller to comply with its
obligations under this Clause 5.3. For the avoidance of doubt, the Net Current Asset
Statement will not include any amount in respect of this work.For the avoidance of doubt, the refurbishment referred to above does not include the
re-commissioning of the health club and fitness centre (including the swimming pool) at the
Hotel at Munich City Centre.6
    
    Completion6.1
    
    Date and Place
 6.1.1
    
    Subject to Clause 4, Completion shall take place at the offices of the Sellers
Solicitors (and such other places as are necessary in order to satisfy the
obligations set out in Schedule 5) on 28 April 2006 or on the fifth Business Day
following fulfilment of the conditions set out in Clause 4.1, whichever is the later,
or at such other location, time or date as may be agreed between the Principal Seller
and the Principal Purchaser.6.1.2
    
    Completion shall become effective at 2400 hours (GET) on the Completion Date.
 6.2
    
    Completion ObligationsOn Completion, the Sellers and the Purchasers shall comply with their respective
obligations specified in Schedule 5.6.3
    
    Payment on CompletionOn Completion, the Principal Purchaser shall pay the Completion Amount to the
Principal Seller and the Contracts Consideration to the Principal Seller, together with any
applicable VAT.6.4
    
    Repayment of Inter-Group Debt Balance and German DebtOn Completion, the Purchasers shall procure repayment by the relevant Group Companies
of the Inter-Group Debt Balance in full settlement of the Inter-Group Debt and shall pay
for the assignment of the German Debt in accordance with the terms of the Debt Assignment
Agreement.
 18




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6.5
    
    Breach of Completion ObligationsIf any of the Sellers fails to comply with any material obligation in paragraphs 1.1 or
2 of Schedule 5, or any of the Purchasers fails to comply with the obligations in Clauses
6.3, 6.4 or paragraphs 1.2 or 2 of Schedule 5, then Completion shall not occur and the
Principal Purchaser, in the case of non-compliance by the Sellers, or the Principal Seller,
in the case of non-compliance by the Purchasers, shall be entitled (in addition to and
without prejudice to all other rights or remedies available, including the right to claim
damages) by written notice to the Principal Seller or the Principal Purchaser, as the case
may be, served on the Completion Date:
 6.5.1
    
    to terminate this Agreement (other than Clauses 1, 13, 14 and 15.5 to 15.22)
without liability on its part; or6.5.2
    
    to effect Completion so far as practicable having regard to the defaults which
have occurred (provided that (unless otherwise agreed by the Principal Seller and the
Principal Purchaser) Completion must take place in respect of all the Assets at the
same time); or6.5.3
    
    to fix a new date for Completion (not being more than 20 Business Days after
the agreed date for Completion) in which case the provisions of this Clause 6 and
Schedule 5 shall apply to Completion as so deferred but provided such deferral may only
occur once.
 7
    
    Employees, Pensions and Employee IncentivesFor the purposes of this Clause 7 the terms contract of employment, collective
agreement and trade union shall have the same meanings respectively as in the Transfer
Regulations.7.1
    
    Transfer of EmployeesThe Business Sellers and the Business Purchasers accept that the Transfer Regulations
apply to the sale of the European Business and the contract of employment and employment
relationship of each of the Business Employees (including occupational pension scheme
rights) shall transfer with effect from the Completion Date to the relevant Business
Purchaser.7.2
    
    Compliance with Transfer RegulationsThe relevant Business Sellers and the relevant Business Purchasers shall do such
things before, on and following Completion in relation to the Business Employees as they
may be required to do under the Transfer Regulations, including the provision of the
information letter in the Agreed Terms to the employees of Holiday Inn Hamburg Kieler
Strasse as soon as reasonably practicable after the date of this Agreement.7.3
    
    Business Sellers Obligations prior to Transfer
 7.3.1
    
    The relevant Business Sellers shall be responsible for and discharge all
obligations and all amounts due and accrued in respect of the Business Employees
(including wages, salaries, emoluments, bonuses and commission, together with Taxation
(including, for the avoidance of doubt, social security contributions) save to the
extent that any such amounts are included in the European Business Employees Accruals
in the European Business Net Asset Statement) prior to the Completion
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Date whether or not the obligations fall due for payment prior to the
Completion Date.7.3.2
    
    The relevant Business Sellers shall indemnify the relevant Business Purchaser
and keep the relevant Business Purchaser indemnified against all Losses which relate to
or arise out of any act of omission by the relevant Business Sellers or any other event
or occurrence and which the Purchasers incur pursuant to the Transfer Regulations,
other than any Losses arising out of any act or omission of the Purchasers.
 7.4
    
    Purchaser ObligationsThe relevant Business Purchasers shall employ the Business Employees on no less
favourable terms and conditions to those enjoyed immediately before Completion and if the
Business Purchasers dismiss any of the Business Employees on grounds of redundancy or any
other ground other than misconduct, the Business Purchasers shall comply with all relevant
statutory procedures and shall make a payment to such Business Employee which is not less
than the statutory entitlement of such Business Employee at the date of the dismissal.7.5
    
    Access to InformationIn accordance with their obligations under the Transfer Regulations, the Business
Purchasers shall provide the Business Sellers in writing with such information and at such
time as will enable the Business Sellers to carry out their duties under the Transfer
Regulations (including individual or collective employee information obligations).7.6
    
    Purchasers IndemnityThe Business Purchasers shall indemnify the Business Sellers and keep the Business
Sellers indemnified against any Losses which relate to, arise out of or are connected with:
 7.6.1
    
    the employment of the Business Employees after the Completion Date;7.6.2
    
    a claim by any employee working in the European Business who gives notice of
resignation on or before the Completion Date or objects to transfer as a result of a
proposal by the Business Purchasers (or any member of the Purchasers Group) to change
such employees terms and conditions of employment or work conditions or to offer any
benefit after the Completion Date which is less favourable than that applicable to such
employee before the Completion Date or to take any measures affecting the relevant
Business Employees in connection with their transfer;7.6.3
    
    the change of employer occurring by virtue of the Transfer Regulations and/or
this Agreement;7.6.4
    
    the employment by the Business Purchasers (or the Purchasers Group) after the
Completion Date of any of the Business Employees other than on the same terms and
conditions as those enjoyed on or immediately before the Completion Date;7.6.5
    
    the termination of employment of any Business Employee after the Completion
Date;7.6.6
    
    any other act or omission by the Business Purchasers or any event, matter or
any other occurrence having its origin after the Completion Date in relation to any
contract of employment or collective agreement of one or more of the Business Employees
pursuant to the Transfer Regulations; and
 20




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7.6.7
    
    any breach by the Business Purchasers of their obligations under Clause 7.5.
 7.7
    
    Pensions
 7.7.1
    
    GeneralThe Sellers and the Purchasers shall cooperate together and each use their
respective best endeavours to ensure that, following Completion, they each comply
with all notification and other legal requirements triggered on Completion in
respect of the pension rights of Relevant Employees.
 7.7.2
    
    Germany
 (i)
    
    In relation to each of the German Group Companies, if, at
Completion, the amount of the German Group Companies liabilities in respect of
the Winterthur Defined Benefit Pension Plan is greater than the value of the
insurance contracts held by the Sellers in respect of these liabilities (in
both cases calculated using the accounting principles to be adopted in the Net
Current Asset Statement as set out in Part 3 of Schedule 6 to this Agreement),
the Sellers shall within six months of Completion pay to the Purchasers an
amount equal to the difference.(ii)
    
    In relation to the German Business, the Business Seller shall
as soon as practicable use its best endeavours to procure the transfer to the
relevant Business Purchaser of any insurance contracts in respect of the
pensions obligations attributable to the Business Employees whose employment
is transferred to the relevant Business Purchaser. If, at Completion, the
amount of the pensions obligations attributable to the Business Employees
whose employment is transferred to the relevant Business Purchaser is greater
than the value of the insurance contracts transferred by the Business Seller
to the Business Purchaser in respect of these liabilities (in both cases
calculated using the accounting principles to be adopted in the Net Current
Asset Statement as set out in Part 3 of Schedule 6 to this Agreement), the
Business Seller shall within six months of Completion pay to the Business
Purchaser an amount equal to the difference.
 7.7.3
    
    The Netherlands
 (i)
    
    The Sellers and the Purchasers acknowledge that the Winterthur
Collectief Contract N-179-0, Delta Lloyd Persoonlijk Pensioen Plan I525 and
the Delta Lloyd Defined Benefit Pension Plan (together, the Dutch Pension
Plans) shall be split between the Sellers and the Purchasers, so that the
Purchasers shall assume all rights and obligations of the Netherlands Group
Companies under the Dutch Pension Plans in respect of the employees whose
employment is transferred to the Purchasers (the Dutch Transferred
Employees). The Sellers and the Purchasers shall use their respective best
endeavours to procure that the split of the Dutch Pension Plans shall be
accomplished as soon as practicable and shall take effect on Completion.(ii)
    
    If the split cannot be effected within six months after
Completion, the Sellers shall continue the Dutch Pension Plans in respect of
the employees who remain employed within the Sellers Group and whose pensions
and
 21




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entitlements are derived from the Dutch Pension Plans and those former employees
who immediately before Completion are no longer employed by the Sellers and whose
pensions entitlements are derived from the Dutch Pension Plans (the Dutch Retained
Employees), and the Purchasers shall terminate the Dutch Pension Plans in respect
of the Dutch Transferred Employees. In this case, the Purchasers shall establish a
new pension plan for the Dutch Transferred Employees which provides benefits which
are no less favourable than those provided under the Dutch Pension Plans
immediately before Completion, and the Sellers shall use their best endeavours to
procure the transfer of the accrued rights of the Dutch Transferred Employees to
the Purchasers, as soon as reasonably practicable. The Sellers shall provide to the
Purchasers all information necessary to establish the entitlements of the Dutch
Transferred Employees.(iii)
    
    Each party shall bear its own costs in respect of the split of the Dutch
Pension Plans, including but not limited to any increases in the pension premiums
which have to be paid to the relevant pension insurer. The Purchasers shall bear all
costs regarding the pensions of the Dutch Transferred Employees in respect of the
period after Completion.
 7.7.4
    
    Belgium
 (i)
    
    The Sellers and the Purchasers acknowledge that the Winterthur Defined Benefit
Pension Plan (policy numbers 33520 (Holiday Inns NV) comprising individual policies
BC 10570 (Holiday Inn Brussels Airport) and BC 14120 (Holiday Inns Crowne Plaza
Antwerpen); and policy number 437910 (Airport Garden NV) comprising individual policy
number BC 31760 (Crowne Plaza Brussels Airport)) (together, the Belgian Pension
Plans) shall be split between the Sellers and the Purchasers, so that the Purchasers
shall assume all rights and obligations of the Belgian Group Companies under the
Belgian Pension Plans in respect of the employees whose employment is transferred to
the Purchasers (the Belgian Transferred Employees). The Sellers and the Purchasers
shall use their respective best endeavours to procure that the split of the Belgian
Pension Plans shall be accomplished as soon as practicable and shall take effect on
Completion.(ii)
    
    If the split cannot be effected within six months after Completion, the
Sellers shall continue the Belgian Pension Plans in respect of the employees who
remain employed within the Sellers Group and whose pensions and entitlements are
derived from the Belgian Pension Plans and those former employees who immediately
before Completion are no longer employed by the Sellers and whose pensions
entitlements are derived from the Belgian Pension Plans (the Belgian Retained
Employees), and the Purchasers shall terminate the Belgian Pension Plans in respect
of the Belgian Transferred Employees. In this case, the Purchasers shall establish a
new pension plan for the Belgian Transferred Employees which provides benefits which
are no less favourable than those provided under the Belgian Pension Plans
immediately before Completion, and the Sellers shall use their best endeavours to
procure the transfer of the accrued rights
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(iii)
    
    Each party shall bear its own costs in respect of the split
of the Belgian Pension Plans, including but not limited to any increases in
the pension premiums which have to be paid to the relevant pension insurer.
The Purchasers shall bear all costs regarding the pensions of the Transferred
Employees in respect of the period after Completion.
 7.8
    
    Non-solicitation
 7.8.1
    
    Save as permitted by Schedule 14, the Sellers undertake not to (and to procure
that no member of the Sellers Group shall), for a period of 1 year from the date of
Completion, induce or seek to induce any present Senior Employee to become employed by
any member of the Sellers Group whether as employee, consultant or otherwise, whether
or not such Senior Employee would thereby commit a breach of his contract of service.
The placing of an advertisement of a post available to a member of the public generally
and the recruitment of a person through an employment agency shall not constitute a
breach of this Clause 7.8.1 provided that no member of the Sellers Group encourages or
advises such agency to approach any Senior Employee.7.8.2
    
    The Purchasers undertake not to (and to procure that no member of the
Purchasers Group shall), for a period of 1 year from the date of Completion, induce or
seek to induce any present employee employed or engaged by the Sellers Group as a
general manager of a hotel or on an annual base salary (on the basis of a full-time
employment) in excess of 100,000 (a Seller Senior Employee) to become
employed by any member of the Purchasers Group whether as employee, consultant or
otherwise, whether or not such Seller Senior Employee would thereby commit a breach of
his contract of service. The placing of an advertisement of a post available to a
member of the public generally and the recruitment of a person through an employment
agency shall not constitute a breach of this Clause 7.8.2 provided that no member of
the Purchasers Group encourages or advises such agency to approach any Seller Senior
Employee.
 8
    
    European Business Indemnities8.1
    
    IndemnitiesSubject to Completion:
 8.1.1
    
    the Business Purchasers shall indemnify and keep indemnified the Business
Sellers against:
 (i)
    
    the Assumed Liabilities and any liability incurred by the
Business Sellers arising from the carrying on of the European Business by or
on behalf of the Business Purchasers or any successors to the European
Business after Completion, including, for the avoidance of doubt, any such
liability which is
 23




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(ii)
    
    any Losses which the Business Sellers may suffer by reason of
the Business Sellers taking any reasonable action to avoid, resist or defend
against any liability referred to in Clause 8.1.1(i);
 8.1.2
    
    the Business Sellers shall indemnify and keep indemnified the Business
Purchasers against:
 (i)
    
    any liability of the Business Sellers in respect of the
European Business relating to any matter, event, act or omission occurring or
any Taxes accrued prior to Completion which is not specifically assumed by the
Business Purchasers under this Agreement or the Local Transfer Documents or
required or deemed to be assumed by the Purchasers by any applicable law; and(ii)
    
    any Losses which the Business Purchasers may suffer by reason
of the Business Purchasers taking any reasonable action to avoid or resist or
defend against any liability referred to in (i) above.
 The Purchasers shall procure that Holiday Inns BV does not make any claim against any
member of the Sellers Group pursuant to the indemnity given by BHR Overseas (Finance) BV
to Holiday Inns BV in the Pre-Sale Reorganisation Documents relating to the Austrian
Business in respect of any liability referred to in Clause 8.1.1 above.
 8.2
    
    Environmental Matters
 8.2.1
    
    Subject to Clause 8.2.2 below, the Business Sellers agree to transfer (to the
extent that they are able so to do) and the Business Purchasers agree to accept the
transfer of, and to assume, duly and punctually pay, satisfy, discharge, perform or
fulfil, all liabilities of the Business Sellers as at Completion to the extent that
they relate to Environmental Matters. For the purpose of this Clause 8.2.1,
liabilities means all liabilities, duties and obligations of every description,
whether deriving from contract, public law agreement, any code of law, statute or
otherwise, whether present or future, actual or contingent, ascertained or
unascertained or disputed and whether owed or incurred severally or jointly or as
principal or surety.8.2.2
    
    Clause 8.2.1 shall not apply to, and no Business Purchaser shall be obliged to
accept the transfer of or assume, duly and punctually pay, satisfy, discharge, perform
or fulfil, any liability of the Business Sellers for an Environmental Matter to the
extent that such Environmental Matter was caused or knowingly permitted by the Business
Sellers or any Group Company prior to Completion.
 8.3
    
    Conduct of Claims in respect of European Business Indemnities
 8.3.1
    
    If any of the Business Sellers becomes aware after Completion of any claim
which constitutes or may constitute an Assumed Liability, the relevant Business Seller
shall as soon as reasonably practicable (but in any event within such period as will
afford the Purchasers reasonable opportunity of requiring the relevant Business Seller
to lodge a timely appeal) give written notice thereof to the Purchasers and shall not
admit, compromise, settle, discharge or otherwise deal with such claim without the
prior agreement of the Principal Purchaser.
 24




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8.3.2
    
    The Business Sellers shall take such action as the Principal Purchaser
may reasonably request to avoid, dispute, resist, appeal, compromise, defend or
mitigate any claim which constitutes or may constitute an Assumed Liability subject
to the relevant Business Seller being indemnified and secured to its reasonable
satisfaction by the Purchasers against all Losses which may thereby be incurred. In
connection with such claim, the relevant Business Seller shall make or procure to be
made available to the Purchasers or its duly authorised agents on reasonable notice
during normal business hours all relevant books of account, records and
correspondence relating to the European Business which are in the possession of the
relevant Business Seller (and shall permit the Purchasers to take copies thereof)
for the purposes of enabling the Purchasers to ascertain or extract any information
relevant to the claim.
 9
    
    Post-Completion Adjustments9.1
    
    Net Current Asset Statement and European Business Net Asset StatementThe Principal Seller shall procure that as soon as practicable, but in any event
within 90 days following Completion, it shall:
 9.1.1
    
    draw up the Net Current Asset Statement (the Net
Current Asset Statement) in
accordance with Schedule 6 setting out the Net Current Assets; and9.1.2
    
    the European Business Net Asset Statement (the European Business Net Asset
Statement) in accordance with Schedule 7 setting out the European Business Net
Assets.
  9.2
    
    Adjustment to Consideration
 9.2.1
    
    Net Current Assets  Shares
 (i)
    
    If the Net Current Assets exceed the Estimated Net Current Assets, the
Principal Purchaser shall pay to the Principal Seller an additional amount
equal to the excess of the Net Current Assets over the Estimated Net Current
Assets as an increase in the consideration for the Shares.(ii)
    
    If the Net Current Assets are less than the Estimated Net
Current Assets, the Principal Seller shall repay to the Principal Purchaser an
amount equal to such deficit as a reduction in the consideration for the
Shares.(iii)
    
    Any payments pursuant to this Clause 9.2.1 shall be made on
or before five Business Days after the date on which the process described in
Part 2 of Schedule 6 for the preparation of the Net Current Asset Statement is
complete.
 9.2.2
    
    European Business Net Assets
 (i)
    
    If the European Business Net Assets exceed the Estimated European Business
Net Assets, the Principal Purchaser shall pay to the Principal
 25




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Seller an additional amount equal to the excess of the European
Business Net Assets over the Estimated European Business Net Assets as an
increase in the consideration for the European Business.(ii)
    
    If the European Business Net Assets are less than the
Estimated European Business Net Assets, the Principal Seller shall repay to
the Principal Purchaser an amount equal to such deficit as a reduction in the
consideration for the European Business.(iii)
    
    Any payments pursuant to this Clause 9.2.2 shall be made on
or before five Business Days after the date on which the process described in
Part 2 of Schedule 7 for the preparation of the European Business Net Asset
Statement is complete.
 9.2.3
    
    Profit and Loss Transfer Agreements AdjustmentThe consideration payable for the Shares shall be further adjusted, as necessary,
in accordance with the provisions of Part 5 of Schedule 6 and any payments pursuant
to this Clause 9.2.3 and Part 5 of Schedule 6 shall be made on or before 5 Business
Days after the date on which the process described in Part 5 of Schedule 6 for the
determination and agreement of any Profit and Loss Transfer Agreements Adjustment
is complete.9.2.4
    
    Payment and AllocationWhere any payment is required to be made pursuant to this Clause 9.2:
 (i)
    
    the Completion Amount shall be deemed to have been reduced or
increased accordingly; and(ii)
    
    the allocation of the consideration for the Shares and the
European Business sold by each Seller shall be adjusted to reflect the actual
value at Completion of the Net Current Assets or European Business Net Assets
(as applicable) and any adjustment pursuant to Clause 9.2.3.
 10
    
    Warranties and Indemnities10.1
    
    Sellers Warranties
 10.1.1
    
    Subject to Clause 10.2, the Principal Seller warrants to the Purchasers that the
statements set out in Schedule 8 are true and accurate as of the date of this
Agreement.10.1.2
    
    The only Sellers Warranties given:
 (i)
    
    in respect of the Properties are those contained in paragraphs
4 and 9.1 of Schedule 8 and each of the other Sellers Warranties shall be
deemed not to be given in respect of the Properties;(ii)
    
    in respect of Environment, Environmental Law and Environmental
Permit are those contained in paragraph 10 of Schedule 8 and each of the other
Sellers Warranties shall be deemed not to be given in respect of the
Environment, Environmental Law and Environmental Permit; and
 26




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(iii)
    
    in respect of Tax are those contained in paragraph 13 of Schedule 8
and each of the other Sellers Warranties shall be deemed not to be given in
respect of Tax.
 10.1.3
    
    The Sellers acknowledge that the Purchasers have entered into this Agreement in
reliance upon the Sellers Warranties.10.1.4
    
    Any Sellers Warranty qualified by the expression to the best of the Sellers
knowledge, information and belief or any similar expression shall, unless
otherwise stated, be deemed to refer to the actual knowledge of those persons set out
in column (1) of Schedule 10, in each case in relation to those Sellers Warranties set
out against each such persons name in column (3) of Schedule 10.
 10.2
    
    Sellers DisclosuresThe Sellers Warranties are subject to:
 (i)
    
    the matters which are fairly disclosed in or pursuant to this Agreement
or the Disclosure Letter or expressly provided for under the terms of this Agreement;(ii)
    
    any information which is fairly disclosed in any document in the Data
Room and listed in the Data Room Index scheduled to the Disclosure Letter; and(iii)
    
    the limitations of liability set out in Clause 11.
 10.3
    
    Updating of Sellers Warranties at Completion
 10.3.1
    
    Subject to Clause 10.2, the Principal Seller warrants to the Purchasers that
the Sellers Warranties set out in paragraphs 1 (Corporate Information),2.3 (Off-
Balance Sheet Commitments),3 (Guarantees),4.1.1, 4.1.2 and 4.3.4 (Property),5.1
(Ownership of Assets),7.2.1 (Compliance with Contracts),7.3 (Joint Ventures),9.1.1
(Licences and Consents)12.2.1 (Details on Insurance Policies),12.2.3 (Details on
Insurance Policies),and 14 (Authority and Capacity)of Schedule 8 will be true and
accurate at Completion in all material respects as if they had been repeated at
Completion.10.3.2
    
    No right to damages or compensation shall arise in favour of any Purchaser under
Clause 10.3.1 in consequence of an event occurring or matter arising after the signing
of this Agreement and before Completion which results or may result in any of the
Sellers Warranties listed in Clause 10.3.1 not being true and inaccurate at Completion
in all material respects had such Sellers Warranties been repeated at Completion if
the event or matter could not reasonably have been avoided or prevented by any of the
Sellers, any Group Company or by their respective directors, officers, employees or
agents.
 10.4
    
    Principal Sellers IndemnitiesThe Principal Seller shall indemnify and hold harmless the Principal Purchaser (for
itself and as agent for any other member of the Purchasers Group) from and against all
Losses to the extent such losses arise or result from:
 10.4.1
    
    a failure to implement the Pre-Sale Reorganisation in accordance with the
provisions of the Pre-Sale Reorganisation Documents or as a result of or in
 27




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(i)
    
    constitute a direct cost or expense of implementing the Pre-Sale Reorganisation; or(ii)
    
    relate to any third party claim arising or resulting from the implementation of the Pre-Sale
Reorganisation which would not have arisen but for such implementation;
 10.4.2
    
    any warranty, indemnity or covenant which was given by any Group Company in connection
with the disposal, pursuant to an agreement (excluding the Pre-Sale Reorganisation Documents)
entered into prior to the date of this Agreement, of any company or business;10.4.3
    
    any claim against a Group Company in connection with the transfers of the employees
listed in Schedule 15 from the Group Companies to the Sellers Group prior to Completion; or10.4.4
    
    the litigation against the Group Companies listed in Schedule 17,provided that the Purchasers shall not be entitled to make any claim pursuant to this Clause 10.4
in respect of Taxation.
 10.5
    
    Purchasers Warranties
 10.5.1
    
    The Purchasers and the Purchasers Guarantor each warrants to the Sellers that
the statements set out in Schedule 9 are true and accurate.10.5.2
    
    The Purchasers acknowledge that the Sellers have entered into this Agreement in reliance
upon the statements set out in Schedule 9.
 10.6
    
    Airport Garden NV
 The Purchasers shall:
 10.6.1
    
    ensure that Airport Garden Hotel NV pays 50% of the yearly rent and of the maintenance
costs under the park long term lease entered into on 19 October 2001 between Airport Garden NV and
the Municipality of Zaventem, as provided for in Clause 10 of the share purchase agreement of 27
April 2001 regarding the sale of the shares of Airport Garden Hotel NV, concluded between Airport
Garden NV and Bass International Holdings NV (currently Six Continents International Holdings BV);
and10.6.2
    
    indemnify and hold harmless the Sellers Group from and against all Losses to the extent
such Losses arise or result from a failure of Airport Garden Hotel NV to pay the amount referred to
in Clause 10.6.1 above.
 28




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11
    
    Limitation of Sellers Liability11.1
    
    Time Limitation for Claims
 The Sellers shall not be liable for breach of any Sellers Warranty or under the Tax Deed of
Covenant in respect of any claim unless a notice of the claim is given by the Principal Purchaser
to the Principal Seller:
 11.1.1
    
    in the case of any claim under paragraph 13 of Schedule 8 (tax warranties) or under the
Tax Deed of Covenant, within 7 years of the date of Completion; and11.1.2
    
    in the case of any other claim, within 15 months following Completion,
 except that there shall be no time limitation for giving notice of any claim under paragraphs 1.1,
4.1.2 and 14 of Schedule 8.Any claim notified by the Principal Purchaser to the Principal Seller pursuant to this Clause shall
specify the matters set out in Clause 12.2.
 11.2
    
    Minimum Claims
 11.2.1
    
    The Sellers shall not be liable for breach of any Sellers Warranty or claim under
the Tax Deed of Covenant in respect of any individual claim (or a series of claims arising from
substantially identical facts or circumstances) where the liability agreed or determined
(disregarding the provisions of this Clause 11.2) in respect of any such claim or series of claims
does not exceed 150,000.11.2.2
    
    Where the liability agreed or determined in respect of any such claim or series of claims
exceeds 150,000, the Sellers shall be liable for the amount of the claim or series of claims as
agreed or determined and not merely for the excess.
 11.3
    
    Aggregate Minimum Claims
 11.3.1
    
    The Sellers shall not be liable for breach of any Sellers Warranty or claim under
the Tax Deed of Covenant in respect of any claim unless the aggregate amount of all claims for
which the Sellers would otherwise be liable for breach of any Sellers Warranty and under the Tax
Deed of Covenant (disregarding the provisions of this Clause 11.3) exceeds 2,500,000.11.3.2
    
    Where the liability agreed or determined in respect of all claims referred to in Clause
11.3.1 exceeds 2,500,000, the Sellers shall be liable for the aggregate amount of all claims as
agreed or determined and not merely for the amount of the excess.
 11.4
    
    Maximum Liability
 The aggregate liability of the Sellers in respect of: (i) breaches of Sellers Warranties
1.1, 4.1.2 and 14 and under the Tax Deed of Covenant shall not exceed an amount equal to
340,000,000; and (ii) in the case of any other claims under this Agreement 70,000,000 in
aggregate, provided that the aggregate liability of the Sellers in respect of all claims under this
Agreement and under the Tax Deed of Covenant shall not exceed the amount referred to in (i).
 29




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11.5
    
    Provisions
 The Sellers shall not be liable under this Agreement in respect of any claim if proper
allowance, provision or reserve is made in the Net Current Asset Statement or the European Business
Net Asset Statement or noted in the Audited Accounts for the matter giving rise to the claim.
 11.6
    
    Matters Arising Subsequent to this Agreement
 The Sellers shall not be liable under this Agreement in respect of any matter, act, omission
or circumstance (or any combination thereof), including the aggravation of a matter or circumstance
and any losses arising therefrom, to the extent that the same would not have occurred but for:
 11.6.1
    
    Agreed matters
 any matter or thing done or omitted to be done pursuant to and in compliance with this Agreement or
the Tax Deed of Covenant or otherwise at the request in writing or with the approval in writing of
the Principal Purchaser;
 11.6.2
    
    Acts of the Purchasers
 any act or omission of the Purchasers or any member of the Purchasers Group or any of the Group
Companies, or their respective directors, officers, employees or agents or successors in title,
after Completion:
 (i)
    
    outside the ordinary course of business as now carried on or any negligent act or omission; or
any default (in respect of a known obligation, which for these purposes includes any obligation
disclosed in the Data Room) of any such person or persons after Completion; or(ii)
    
    otherwise than pursuant to a legally binding commitment to which any member of the Group is
subject on or before Completion;
 11.6.3
    
    Changes in legislation
 (i)
    
    the passing of, or any change in, after the date of this Agreement, any law, rule, regulation
or administrative practice of any government, governmental department, agency or regulatory body
(including, without prejudice to the generality of the foregoing, any increase in the rates of
Taxation or any imposition of Taxation or any withdrawal of relief from Taxation not actually (or
prospectively) in effect at the date of this Agreement); or(ii)
    
    any change after the date of this Agreement of any generally accepted interpretation or
application of any legislation; or
 11.6.4
    
    Accounting and Taxation Policies
 any change in accounting or Taxation policy, bases or practice of the Purchasers or any of the
Group Companies introduced or having effect after Completion.
 11.7
    
    Insurance
 The Sellers shall not be liable under this Agreement in respect of any claim to the extent
that the Losses in respect of which such claim is made are covered by a policy of
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insurance or would have been covered if such policy of insurance had been maintained beyond
Completion.
 11.8
    
    Net Financial BenefitThe Sellers shall not be liable under this Agreement in respect of any Losses suffered by the
Purchasers or any Group Company to the extent of any corresponding savings by or net quantifiable
financial benefit to the Purchasers or any Group Company arising from such Losses or the facts
giving rise to such Losses (for example, without limitation, where the amount (if any) by which any
Taxation for which the Purchasers or any Group Company would otherwise have been accountable or
liable to be assessed is actually reduced or extinguished as a result of the matter giving rise to
such liability). For the avoidance of doubt, this Clause shall operate on a claims by claims basis.11.9
    
    Mitigation of LossesThe Purchasers shall procure that all reasonable steps are taken and all reasonable assistance is
given to avoid or mitigate any Losses which in the absence of mitigation might give rise to a
liability in respect of any claim under this Agreement and without prejudice to the foregoing, to
the extent any such claim relates to a matter which is capable of remedy, the Purchasers shall
allow the Sellers a reasonable opportunity to remedy such matter at their cost.11.10
    
    Purchasers Right to Recover
 11.10.1
    
    Recovery for actual liabilities
 The Sellers shall not be liable under this Agreement unless and until the liability in respect of
which the claim is made has become due and payable.
 11.10.2
    
    Prior to recovery from the Sellers etc.
 If, before any Seller pays an amount in discharge of any claim under this Agreement any Purchaser
or any Group Company recovers or is entitled to recover (whether by payment, discount, credit,
relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the
Purchasers or Group Company (in whole or in part) in respect of the loss or liability which is the
subject matter of the claim, the Purchasers shall procure that, before steps are taken to enforce a
claim against the relevant Seller following notification under Clause 12 of this Agreement, all
reasonable steps are taken to enforce such recovery and any actual recovery (less any reasonable
costs incurred in obtaining such recovery) shall reduce or satisfy, as the case may be, such claim
to the extent of such recovery.
 11.10.3
    
    Following recovery from the Sellers.
 If any Seller has paid an amount in discharge of any claim under this Agreement and any Purchaser
or any Group Company is entitled to recover (whether by payment, discount, credit, relief,
insurance or otherwise) from a third party a sum which indemnifies or compensates the Purchasers or
Group Company (in whole or in part) in respect of the loss or liability which is the subject matter
of the claim, the Purchasers shall procure that all steps are taken as the relevant Seller may
reasonably require to enforce such recovery and shall, or shall procure that the relevant Group
Company shall, pay to the relevant Seller as soon as practicable
 31




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after receipt an amount equal to: (i) any sum recovered from the third party less any costs and
expenses incurred in obtaining such recovery less any Taxation attributable to the recovery after
taking account of any tax relief available in respect of any matter giving rise to the claim; or if
less: (ii) the amount previously paid by the relevant Seller to the Purchasers less any Taxation
attributable to it.
 11.11
    
    Double Claims
 The Purchasers shall not be entitled to recover from the Sellers under this Agreement more than
once in respect of the same Losses suffered.
 11.12
    
    Fraud
 None of the limitations contained in this Clause 11 shall apply to any claim which arises or is
increased, or to the extent to which it arises or is increased, as the consequence of, or which is
delayed as a result of, fraud or wilful concealment by any Seller, any member of the Sellers Group
or any of their respective directors, officers or employees.
 11.13
    
    Interpretation
 11.13.1
    
    In this Clause 11, this Agreement includes the Local Transfer Documents.11.13.2
    
    In Clauses 11.8, 11.9 and 11.11, this Agreement includes the Tax Deed of Covenant.
 12
    
    Claims12.1
    
    Notification of Potential Claims
 If any of the Purchasers or any Group Company becomes aware of any fact, matter or circumstance
that may give rise to a claim against the Sellers under this Agreement the Principal Purchaser
shall as soon as reasonably practicable and in any event within 30 Business Days give a notice in
writing to the Principal Seller setting out such information and supplying copies of any relevant
correspondence as is available to the Purchasers or Group Company as is reasonably necessary to
enable the Sellers to assess the merits of the claim. Failure to give notice within such period
shall not affect the rights of the Purchasers except to the extent that any Seller is prejudiced by
the failure.
 12.2
    
    Notification of Claims under this Agreement
 Notices of claims against the Sellers under this Agreement shall be given by the Principal
Purchaser to the Principal Seller within the time limits specified in Clause 11.1, specifying in
reasonable detail the legal and factual basis of the claim and the evidence on which the Purchasers
rely and, if practicable, an estimate of the amount of Losses which are, or are to be, the subject
of the claim (including any Losses which are contingent on the occurrence of any future event).
 12.3
    
    Commencement of Proceedings
 Any claim notified pursuant to Clause 12.2 shall (if it has not been previously satisfied, settled
or withdrawn) be deemed to be irrevocably withdrawn six months after the notice is
 32




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given pursuant to Clause 12.2 or in the case of any contingent liability, six months after such
contingent liability becomes an actual liability and is due and payable unless legal proceedings in
respect of it: (i) have been commenced by being both issued and served; and (ii) are being and
continue to be pursued with reasonable diligence (having regard to the obligations of the
Purchasers in Clause 11.10.2).
 12.4
    
    Investigation by the Sellers
 In connection with any matter or circumstance that may give rise to a claim against the
Sellers under this Agreement:
 12.4.1
    
    the Purchasers shall allow, and shall procure that the relevant Group Company allows,
the Sellers and their financial, accounting or legal advisers to investigate the matter or
circumstance alleged to give rise to a claim and whether and to what extent any amount is payable
in respect of such claim; and12.4.2
    
    the Purchasers shall disclose to the Sellers all material of which the Purchasers are
aware which relates to the claim and shall, and shall procure that any other relevant members of
the Purchasers Group shall, give, subject to their being paid all reasonable costs and expenses,
all such information and assistance, including access to premises and personnel during normal
business hours, and the right to examine and copy or photograph any assets, accounts, documents and
records, as the Sellers or their financial, accounting or legal advisers may reasonably request
provided such assistance shall not unduly disrupt the business of any Group Company and/or Hotel.
The Sellers agree to keep all such
information confidential and to use it only for the purpose of investigating and defending the
claim in question.
 12.5
    
    Conduct of Third Party Claims
 If the matter or circumstance that may give rise to a claim against the Sellers under this
Agreement is a result of or in connection with a claim by or liability to a third party then,
without prejudice to the rights of the insurers of the Purchasers Group:
 12.5.1
    
    subject to the Sellers indemnifying the Purchasers or other member of the Purchasers
Group concerned against all Losses, the Purchasers shall, or the Purchasers shall procure that any
other members of the Purchasers Group shall, take such action as the Principal Seller may
reasonably (in the context of an ongoing business) request to avoid, dispute, deny,
defend, resist, appeal, compromise or contest such claim;12.5.2
    
    the Sellers shall be entitled at their own expense and in their absolute discretion, by
notice in writing to the Principal Purchaser, to take such action as may be reasonable (in the
context of an on-going business) to avoid, dispute, deny, defend, resist, appeal, compromise or
contest such claim or liability (including, without limitation, making counterclaims or other
claims against third parties) in the name of and on behalf of the Purchasers or other member of the
Purchasers Group concerned and to have the conduct of any related proceedings, negotiations or
appeals provided that the Sellers shall keep the Purchasers fully informed at all material stages
of such proceedings, negotiations or appeals;
 33




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12.5.3
    
    the Purchasers or other member of the Purchasers Group concerned may not admit,
compromise, dispose of or settle such claim without the written consent of the Principal Seller on
behalf of the Sellers; and12.5.4
    
    if the Sellers make any request pursuant to Clause 12.5.1, the Purchasers shall, and the
Purchasers shall procure that any other members of the Purchasers Group shall, take all reasonable
steps to procure that the Sellers are provided on reasonable notice with all material
correspondence and documentation relating to the claim as the Sellers may reasonably request. The
Sellers agree to keep all such correspondence and information confidential and to use it only for
the purpose of dealing with the relevant claim.
 12.6
    
    Application to Tax Deed
 Clauses 11.5, 11.6, 11.7, 11.10 and 12 of this Agreement shall not apply to Tax Warranties.
 13
    
    Guarantee13.1
    
    Purchasers Guarantee
 13.1.1
    
    The Purchasers Guarantor unconditionally and irrevocably guarantees to the
Sellers the due and punctual performance and observance by the Purchasers of all its obligations,
commitments, undertakings, warranties and indemnities under or pursuant to this Agreement or the
Tax Deed of Covenant as appropriate (the Purchasers Guaranteed Obligations)to the extent of any
limit on the liability of the Purchasers in this Agreement or the Tax Deed of Covenant as
appropriate.13.1.2
    
    If and whenever the Purchasers defaults for any reason whatsoever in the performance of
any of the Purchasers Guaranteed Obligations, the Purchasers Guarantor shall forthwith upon
demand unconditionally perform (or procure performance of) and satisfy (or procure the
satisfaction of) the Purchasers Guaranteed Obligations in regard to which such default has been
made in the manner prescribed by this Agreement and so that the same benefits shall be conferred
on the Sellers as they would have received if the Purchasers Guaranteed Obligations
had been duly performed and satisfied by the Purchasers.13.1.3
    
    This guarantee is to be a continuing guarantee and accordingly is to remain in force
until all the Purchasers Guaranteed Obligations shall have been performed or satisfied. This
guarantee is in addition to and without prejudice to and not in substitution for any rights or
security which any Seller may now or hereafter have or hold for the performance and observance of
the Purchasers Guaranteed Obligations.13.1.4
    
    As a separate and independent obligation the Purchasers Guarantor agrees that
any of the Purchasers Guaranteed Obligations (including, without limitation, any moneys payable)
which may not be enforceable against or recoverable from the Purchasers by reason of any legal
limitation, disability or incapacity on or of the Purchasers or any other fact or circumstances
(other than any limitation imposed by this Agreement) shall nevertheless be enforceable against and
recoverable from the Purchasers Guarantor as though the same had been incurred by the
Purchasers Guarantor and the Purchasers Guarantor were the sole or principal
 34




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13.1.5
    
    The Liability of the Purchasers Guarantor under this Clause 13:
 (i)
    
    shall not be released or diminished by any variation of the Purchasers Guaranteed Obligations
or any forbearance, neglect or delay in seeking performance of the Purchasers Guaranteed
Obligations or any granting of time for such performance; and(ii)
    
    shall not be affected or impaired by reason of any other fact or event which in the absence of
this provision would or might constitute or afford a legal or equitable discharge or release or a
defence to a guarantor.
 14
    
    Confidentiality14.1
    
    Announcements
 Pending Completion, no announcement or circular in connection with the existence or the subject
matter of this Agreement shall be made or issued by or on behalf of any of the Sellers, the
Purchasers or the Purchasers Guarantor without the prior written approval of the Principal Seller
(on behalf of each of the Sellers) and the Principal Purchaser (on behalf of each of the Purchasers
and the Purchasers Guarantor). This shall not affect any announcement or circular required by law
or any regulatory body or the rules of any recognised stock exchange on which the shares of any
party or any member of the Sellers Group or the Purchasers Group respectively are listed but the
party with an obligation to make an announcement or issue a circular shall consult with the other
party insofar as is reasonably practicable before complying with such an obligation.
 14.2
    
    Confidentiality
 14.2.1
    
    This Clause 14 shall be without prejudice to the Confidentiality Agreement, which
Agreement shall continue notwithstanding Completion.14.2.2
    
    Subject to Clause 14.1 and Clause 14.2.3:
 (i)
    
    each of the Sellers, the Purchasers and the Purchasers Guarantor shall treat as strictly
confidential and not disclose or use any information received or obtained as a result of entering
into this Agreement (or any agreement entered into pursuant to this Agreement) which relates to:
 (a)
    
    the provisions of this Agreement and any agreement entered into pursuant to this
Agreement; or(b)
    
    the negotiations relating to this Agreement (and any such other agreements);
 (ii)
    
    the Sellers shall treat as strictly confidential and not disclose or use any information
relating to the Group Companies or the European Business following Completion and any other
information relating to the business, financial or other affairs (including future plans and
targets) of the Purchasers Group; and
 35




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(iii)
    
    the Purchasers shall treat as strictly confidential and not disclose or use any
information relating to the business, financial or other affairs (including future plans and
targets) of the Sellers Group or, prior to Completion, the Group Companies or the European
Business.
 14.2.3
    
    Clause 14.2 shall not prohibit disclosure or use of any information if and to the extent:
 (i)
    
    the disclosure or use is required by law, any regulatory body or any recognised stock exchange
on which the shares of any Seller or the Purchasers are listed or any member of the Sellers Group
or the Purchasers Group respectively;(ii)
    
    the disclosure or use is required to vest the full benefit of this Agreement in any of the
Sellers or the Purchasers;(iii)
    
    the disclosure or use is required for the purpose of any judicial proceedings arising out of
this Agreement or any other agreement entered into under or pursuant to this Agreement or the
disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing party;(iv)
    
    the disclosure is made to professional advisers of the Sellers, the Purchasers or the
Purchasers Guarantor on terms that such professional advisers undertake to comply with the
provisions of Clause 14.2 in respect of such information as if they were a party to this Agreement;(v)
    
    the disclosure is made on a confidential basis to members of the Sellers Group or the
Purchasers Group and such members agree to treat the information as confidential and adhere to the
terms of this Clause 14 as if they were party to this Agreement;(vi)
    
    the information is or becomes publicly available (other than by breach of the Confidentiality
Agreement or of this Agreement);(vii)
    
    the other parties have given prior written approval for the disclosure or use; or(viii)
    
    the information is independently developed after Completion,
 provided that prior to disclosure or use of any information pursuant to Clause 14.2.3(i), (ii) or
(iii) except in the case of disclosure to a Tax Authority, the party concerned shall promptly
notify the other parties of such requirement with a view to providing such other parties with the
opportunity to contest such disclosure or use or otherwise to agree the timing and content of such
disclosure or use.
 14.3
    
    Tax Deed of Covenant
 For the avoidance of doubt, in this Clause 14, Agreement includes the Local Transfer
Documents and the Tax Deed of Covenant.
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15
    
    Other Provisions15.1
    
    Further Assurances
 15.1.1
    
    Each of the Sellers and the Purchasers shall, and shall use
reasonable endeavours to procure that any necessary third party shall, from time to time execute
such documents and perform such acts and things as any Seller or the Purchasers may reasonably
require to transfer the Shares, and the European Business to the Purchasers and to give each of
them the full benefit of this Agreement and, at the Sellers cost, such acts and things as may
reasonably be required to complete the Pre-Sale Reorganisation.15.1.2
    
    Pending registration of the relevant Purchasers as owner of the Shares, the Sellers shall
exercise all voting and other rights in relation to such Shares in accordance with the Purchasers
instructions.15.1.3
    
    The Purchasers shall, and shall procure that the relevant Group Companies shall, retain
for a reasonable period from Completion, such reasonable period to include (for the avoidance of
doubt and without limitation) such period as is required under any applicable Tax Statute, the
books, records and documents of the Group Companies to the extent they relate to the period prior
to Completion and shall, and shall procure that the relevant Group Companies shall,
allow the Sellers reasonable access to such books, records and documents, including the right to
take copies, at the Sellers expense.15.1.4
    
    The Purchasers shall assist and co-operate with the Sellers in procuring prior to
Completion that each of the Group Companies whose name contains or includes the names Holiday
Inn, Intercontinental, IHG, Posthouse, Six Continents, Staybridge Suites, Candlewood
Suites, Indigo, Crowne Plaza, Express by Holiday Inn or Spirit shall change its name so that it
does not contain any such name or any name which is likely to be confused with the same.15.1.5
    
    The Purchasers shall not, and shall procure that no member of the Purchasers Group
shall, after Completion, use in any way whatsoever any trading names or registered or unregistered
trade marks owned by or licensed to the Sellers Group (including, without limitation, the
names Holiday Inn, InterContinental, IHG, Posthouse, Six Continents, Staybridge Suites,
Candlewood Suites, Indigo, Crowne Plaza, Express by Holiday Inn and Spirit) other than as permitted
under the Portfolio Franchise Agreement and Hotel Franchise Agreements.
 15.2
    
    Release of Guarantees
 15.2.1
    
    The Purchasers shall use reasonable endeavours to procure by Completion or, to the
extent not done by Completion, within 60 days thereafter or, to the extent not done within such
period, as soon as reasonably practicable thereafter, the release of any member of the Sellers
Group from any securities, guarantees or indemnities given by or binding upon any member of the
Sellers Group in respect of any liability of the Group Companies (including for the avoidance of
doubt the release of Six Continents International Holdings B.V. from any statement of joint
liability issued in respect of Holiday Inns B.V. filed with the Dutch trade register). Pending such
release the Purchasers shall indemnify the members of the Sellers Group
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against all amounts paid by any of them pursuant to any such securities, guarantees and
indemnities in respect of such liability of the Group Companies.
 15.2.2
    
    The Sellers shall use reasonable endeavours to procure by Completion or, to the extent
not done by Completion, within 30 days thereafter, or, to the extent not done within such period,
as soon as reasonably practicable thereafter, the release of each Group Company from any
securities, guaranties or indemnities given by or binding upon the Group Company in respect of any
liability of any member of the Sellers Group. Pending such release, the Sellers shall indemnify
the Group Companies against all amounts paid by any of them pursuant to any such securities,
guarantees and indemnities in respect of such liability of the Sellers.15.2.3
    
    Clauses 15.2.1 and 15.2.2 shall not apply to any indemnities given by or to any Group
Company to or by any member of the Sellers Group pursuant to the Pre-sale Reorganisation
Documents.
 15.3
    
    Contracts and European Business Contracts
 15.3.1
    
    In relation to any Split Contract or European Business Contract which is not
assignable without a Third Party Consent, this Agreement shall not be construed as an assignment or
an attempted assignment and the Sellers and the Purchasers shall each use reasonable endeavours
both before and after Completion to obtain all necessary Third Party Consents as soon as possible
and shall keep each other informed of progress in obtaining such Third Party Consents. The Sellers
or the Purchasers, as the case may be, shall deliver to the other, on Completion or, if later, as
soon as possible after receipt, any Third Party Consent and an assignment or novation duly executed
by the appropriate parties.15.3.2
    
    In connection with the obtaining of any Third Party Consent referred to in Clause 15.3.1,
the Purchasers or the relevant Seller, as the case may be, shall supply to the other such
information and references regarding the financial position of the Purchasers or relevant Seller,
as the case may be, as may be reasonably requested by the other party or any relevant third party
and shall enter into such undertakings or procure such guarantees in favour of any relevant third
party as may be reasonably requested in respect of any liabilities or obligations to which the
Purchasers or the relevant Seller, as the case may be, will become subject or which the Purchasers
or the relevant Seller, as the case may be, will incur on assignment.15.3.3
    
    In relation to the Split Contracts, the parties agree that:
 (i)
    
    the Purchasers shall, or shall procure that the relevant member of the Purchasers Group shall,
to the extent it is lawfully able to do so: (i) hold any payments, goods or other benefits received
under the Split Contracts to the Relevant Extent on trust for the Sellers or any other member of
the Sellers Group and as soon as reasonably practicable following receipt of the same shall
forward and transfer to the Sellers such payments, goods and other benefits or, where it is not
lawfully able to do so, make such other arrangements with the Sellers to provide to the relevant
member of the Sellers Group, the benefits of the Split Contracts to the Relevant Extent, including
the enforcement at the cost and for the account of the Sellers of all rights of the relevant Group
Company against any other party thereto;
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and (ii) carry out or perform its obligations under the Split Contracts and (so far as it
lawfully may) do all such things as the Sellers may reasonably require to enable due performance by
the Sellers Group of the Split Contracts to the Relevant Extent and shall indemnify and keep
indemnified the Sellers against any Losses incurred by any member of the Sellers Group arising
from the failure by any member of the Purchasers Group to carry out, perform or discharge such
obligations or do such things as the Sellers may reasonably require to enable due performance of
the Split Contracts to the Relevant Extent and against any Losses which any member of the Sellers
Group may suffer by reason of their taking any reasonable action to avoid, resist or defend any
liability referred to in this paragraph;
 (ii)
    
    the Sellers undertake to perform, or to procure the performance (unless prohibited by law from
doing so), to the Relevant Extent, of all Split Contracts in accordance with their terms and
conditions as sub-contractor of the relevant member of the Purchasers Group provided that such
subcontracting is permitted under the terms of the relevant Split Contract, and where sub
contracting is not permissible, the Sellers undertake to perform, or procure the performance
(unless prohibited by law from doing so), to the Relevant Extent, of the relevant Split Contract as
agent of the Purchasers or the other member of the Purchasers Group as appropriate in accordance
with its terms and conditions and in each case to indemnify the Purchasers against any Losses
incurred by any member of the Purchasers Group in respect of any failure on the part of a member
of the Sellers Group to perform the obligations contained in this Clause 15.3.3(ii); and(iii)
    
    if the Sellers so request, the Purchasers shall take such action, or procure that such action
is taken as is reasonably necessary to agree an arrangement with the counterparty or counterparties
to the relevant Split Contract whereby the Split Contract is terminated and replaced by two or more
contracts (including one with the Purchasers and one with any member of the Sellers Group) and
provided that, so far as the terms of any contract to be entered into by the Purchasers or other
member of the Purchasers Group or the Sellers or any other member of the Sellers Group is
concerned, such terms shall be no worse than the equivalent terms contained in the relevant Split
Contract, reflecting the relevant requirements of the Sellers and the Purchasers.
 15.3.4
    
    In relation to the Sellers Group Contracts, the parties agree that following Completion,
the Sellers Group shall not be required to maintain any Sellers Group Contracts in relation to
any one or more of the Hotels or any Group Company and neither the Purchasers nor any Group Company
shall have any rights arising under the Sellers Group Contracts.15.3.5
    
    In relation to the European Business Contracts, the parties agree that:
 (i)
    
    from Completion until the relevant Third Party Consent has been obtained (as contemplated by
Clause 15.3.1), or where the Third Party Consent has been refused, the Business Sellers shall, to
the extent they are lawfully
 39




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able to do so, hold the benefits of the European Business Contracts on trust for the relevant
Purchaser and receive any payment made, goods delivered or other benefit received by the relevant
Business Seller pursuant to such contracts as trustee and as soon as reasonably practicable
following receipt of the same shall forward and transfer to the relevant Purchaser such payment,
goods or other benefit or, where it is not lawfully able to do so, make such other arrangements
with the relevant Purchaser to provide to the relevant Purchaser the benefits of the European
Business Contracts, including the enforcement (at the cost and for the account of the relevant
Purchaser) of all rights of the relevant Business Seller against any other party thereto;
 (ii)
    
    until the relevant Third Party Consent is obtained, the Purchasers shall carry out, perform
and discharge the Business Sellers obligations under each European Business Contracts other than
any obligations of the Business Sellers pursuant to Clause 15.3.5(iii) and (so far as it lawfully
may) do all such things as the Business Sellers may reasonably require to enable due performance of
the European Business Contracts and shall indemnify and keep indemnified the relevant Business
Sellers against any Losses incurred arising from the failure by any Purchaser to carry out, perform
or discharge such obligations or do such things as the Business Sellers may reasonably require to
enable due performance of the European Business Contracts and against any Losses which the Business
Sellers may suffer by reason of its taking any reasonable action to avoid, resist or defend any
Loss referred to in this Clause 15.3.5;(iii)
    
    the Business Sellers undertake to perform, or to procure the performance (unless prohibited
by law from doing so), of all European Business Contracts in accordance with their terms and
conditions as sub-contractor of the relevant Purchaser provided that such sub-contracting is
permitted under the terms of the relevant European Business Contract, and where sub-contracting is
not permissible, the Business Sellers undertake to perform, or procure the
performance (unless prohibited by law from doing so), of the relevant European Business Contract as
agent of the relevant Purchaser or in accordance with its terms and conditions and in each case to
indemnify the relevant Purchaser against any Losses incurred in respect of any failure on the part
of the Business Sellers to perform the obligations contained in this Clause 15.3.5(iii); and(iv)
    
    if the Purchasers are not lawfully able to perform or procure the performance of any European
Business Contract in accordance with Clause 15.3.5(i) and (ii), or to receive the benefits of any
European Business Contact in accordance with Clause 15.3.5(iii), or if a Third Party Consent is
refused within 12 months of Completion the relevant Purchaser shall be entitled to require the
Business Seller to terminate the relevant European Business Contract and the obligations of the
parties under this Agreement in relation to such European Business Contract shall cease forthwith.
 15.3.6
    
    Insurance
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The Purchasers agree that, following Completion, the Sellers Group shall not be required to
maintain any of the insurance policies maintained prior to Completion by or on behalf of the
Sellers Group in relation to any Group Company or the European Business. The Purchasers will put
in place such insurances as they shall require in relation thereto. The Sellers agree to provide
extended reporting under claims made insurance policies maintained prior to Completion by or on
behalf of the Sellers Group in relation to any Group Company until the date which is 3 months
after the Completion Date in respect of insured events which take place prior to Completion.
 15.4
    
    Sellers and Purchasers Liability
 15.4.1
    
    The rights and obligations of each of the Sellers and each of the Purchasers (other than
the Principal Seller and the Principal Purchaser) under this Agreement shall only relate to the
Assets which they are selling or buying under this Agreement.15.4.2
    
    Each Seller acknowledges that the Principal Seller shall receive or pay any sums
receivable or payable by it under this Agreement and the Tax Deed of Covenant on behalf of each
relevant Seller to the extent that such sum relates to the Shares or European Business being sold
by any such Seller.15.4.3
    
    The Principal Seller and Holiday Inns (Germany) LLC acknowledge that although Holiday
Inns (Germany) LLC are directly or indirectly interested in 90% of
the shares of
Holiday
Inns von Deutschland GmbH and Hochstrasse 3 Hotelgesellschaft mbH, any warranty
claims made against the Principal Seller and/or Holiday Inns (Germany) LLC under this Agreement in
respect of such Group Companies shall be treated as if Holiday Inns (Germany) LLC was directly or
indirectly interested in 100% of such Group Companies.15.4.4
    
    The Principal Seller shall be jointly and severally liable with each other Seller for any
breach of this Agreement by any other such Seller and the Principal Purchaser shall be jointly and
severally liable with each other Purchaser for any breach of this Agreement by any other such
Purchaser.15.4.5
    
    The Principal Seller and each of the other Sellers agrees that where any right is given
to the Principal Seller under this Agreement, such right shall be exercisable exclusively by the
Principal Seller and any such exercise shall be binding on each of the Sellers.15.4.6
    
    Any liability to the Purchasers under this Agreement may in whole or in part be released,
compounded or compromised or time or indulgence may be given by the Purchasers in their absolute
discretion as regards any of the Sellers under such liability without in any way prejudicing or
affecting its rights against any other or others of the Sellers under the same or a like liability
whether joint and several or otherwise.15.4.7
    
    The Principal Purchaser and each of the other Purchasers agrees that where any right is
given to the Principal Purchaser under this Agreement, such right shall be exercisable exclusively
by the Principal Purchaser and any such exercise shall be binding on each of the Purchasers.15.4.8
    
    Any liability to the Sellers under this Agreement may in whole or in part be released,
compounded or compromised or time or indulgence may be given by the
 41




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Sellers in their absolute discretion as regards any of the Purchasers under such liability
without in any way prejudicing or affecting its rights against any other or others of the
Purchasers under the same or a like liability whether joint and several or otherwise.
 15.4.9
    
    If at any time within 7 years of the date of Completion the Principal Seller becomes aware
that its net assets have fallen below 500 million, the Principal Seller shall procure that
another entity within the Sellers Group with net assets in excess of 500 million provides to
the Sellers a guarantee of the obligations of the Principal Seller under this Agreement, on terms
substantially similar to the guarantee given by the Purchasers Guarantor hereunder.
 15.5
    
    Whole Agreement
 15.5.1
    
    This Agreement contains the whole agreement between the Sellers,
the Purchasers and the Purchasers Guarantor relating to the subject matter of this Agreement at
the date of this Agreement to the exclusion of any terms implied by law which may be excluded by
contract and supersedes any previous written or oral agreement between the Sellers, the
Purchasers and the Purchasers Guarantor in relation to the matters dealt with in this
Agreement.15.5.2
    
    Each of the Purchasers acknowledges that it has not been induced to enter this Agreement
by any representation, warranty or undertaking not expressly incorporated into it
and (without prejudice to the generality of the foregoing) that neither the Sellers nor any other
member of the Sellers Group makes any representation or warranty as to the accuracy of the
forecasts, estimates, projections, statements of intent or statements of opinion
provided to the Purchasers or their representatives or advisers on or prior to the date of this
Agreement (whether in presentations or otherwise) or in or pursuant to the Disclosure Letter.15.5.3
    
    So far as is permitted by law and except in the case of fraud, each of the Sellers and
each of the Purchasers agrees and acknowledges that its only right and remedy in relation to any
warranty or undertaking made or given in connection with this Agreement shall be for breach of the
terms of this Agreement to the exclusion of all other rights and remedies (including those in tort
or arising under statute).15.5.4
    
    In Clauses 15.5.1 to 15.5.3, this Agreement includes the Disclosure Letter, the
Confidentiality Agreement, the Local Transfer Documents, the Debt Assignment Agreement and all
documents entered into pursuant to this Agreement.
 15.6
    
    Reasonableness
 Each of the Sellers, the Purchasers and the Purchasers Guarantor confirms it has received
independent legal advice relating to all the matters provided for in this Agreement, including the
terms of Clause 15.5 (Whole Agreement)and agrees that the provisions of this Agreement (including
the Disclosure Letter, the Confidentiality Agreement and all documents entered into pursuant to
this Agreement) are fair and reasonable.
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15.7
    
    Assignment
 15.7.1
    
    Except as otherwise expressly provided in this Agreement, none of the Sellers, nor
the Purchasers may without the prior written consent of the others, assign, grant
any security interest over, hold on trust or otherwise transfer the benefit of the
whole or any part of this Agreement, the Local Transfer Documents or any other
documents entered into pursuant to this Agreement.15.7.2
    
    Except as otherwise expressly provided in this Agreement, the Sellers, or the
Purchasers may, without the consent of the other, assign to a connected company
the benefit of the whole or any part of this Agreement provided that:
 (i)
    
    such assignment shall not be absolute but shall be expressed
to have effect only for so long as the assignee remains a connected company of
the party concerned;(ii)
    
    the assignee shall not be entitled to receive under this
Clause any greater amount than that to which the Purchasers or the Sellers, as
appropriate would have been entitled; and(iii)
    
    an additional payment will not be required to be made to the
assignee as a result of such an assignment.
 For the purposes of this Clause, a connected company is a company which is a
subsidiary of the party concerned or which is a holding company of such party or a
subsidiary of such holding company.
 15.7.3
    
    The Purchasers may charge and/or assign the benefit of this Agreement to any
bank or financial institution or other person by way of security or otherwise for the
purposes of or in connection with the financing or refinancing (whether in whole or
in part) by the Purchasers of the acquisition of the Assets provided that the Sellers
shall incur no greater liability than if any such assignment had not taken place.
Without limitation to the foregoing, any such bank, financial institution or person (or
any administrative receiver appointed by any of the foregoing or any other person
appointed to enforce any such security) may charge or assign such rights on, for
the purpose of or in connection with, any enforcement of the security under such
finance arrangements.
 15.8
    
    Substitution
 15.8.1
    
    Ability to substitute
 Each of the parties hereby agrees that at any time after the date hereof but in any
event no later than five Business Days prior to Completion (the Substitution
Date)the Principal Purchaser may substitute up to 5 direct or indirect
subsidiaries of the Purchasers (each a Substitute Purchaser)as the Purchasers of
some or all of the Assets (the Substituted Assets)in place of the Principal
Purchaser as if the Substitute Purchaser(s) had been a party to this Agreement ab
initio,provided that:
 (i)
    
    such substitution shall not cause or
allow any burden, delay or cost to be incurred by the Sellers as a
result of such substitution; and
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(ii)
    
    each Substitute Purchaser is incorporated in the jurisdiction of the
Assets to be acquired by such Substitute Purchaser or in another
jurisdiction reasonably acceptable to the Sellers.
 15.8.2
    
    Notification
 The Principal Purchaser shall give the Principal Seller at least five Business Days
notice of the proposed Substitution Date and shall notify the Principal Seller in writing
and in a timely manner prior to the Substitution Date of the designated Substitute
Purchaser(s) together with such reasonable details of the Substitute Purchaser(s),
including, evidence that the Substitute Purchaser is authorised to execute the Deed of
Substitution and the relevant documents listed in paragraph 1.2 of Schedule 5, details of
its place of incorporation, registered office/number, direct and indirect shareholders,
share capital and directors and, in a timely manner, all such other information as may
reasonably be requested by the Principal Seller (including notification details for the
purposes of Clause 15.17 hereof).
 15.8.3
    
    Deed of Substitution and assumption of Purchasers Obligations
 (i)
    
    The Principal Purchaser shall procure that on the Substitution Date, the
Substitute Purchaser(s) shall execute and deliver the Deed of Substitution in the
Agreed Terms to the Sellers (which Deed of Substitution shall be executed by the
Sellers on such date, dated and delivered to the Principal Purchaser) pursuant to
which the Substitute Purchaser(s) shall undertake to the Sellers to accept, observe
and perform and discharge all the liabilities and obligations of the Purchasers under
this Agreement (howsoever arising and whether arising on, before or after the
relevant Substitution Date) in substitution of the Principal Purchaser in respect of
the relevant Substituted Assets as if the Substitute Purchaser(s) had been party to
this Agreement ab initioprovided that:
 (a)
    
    the Principal Purchaser shall remain jointly and severally
liable with
each Substitute Purchaser in respect of the obligations of such
Substitute Purchaser; and(b)
    
    the guarantee given by the Purchasers Guarantor pursuant
to
Clause 13 of this Agreement shall also be given in respect of the
Substitute Purchasers.
 (ii)
    
    For the avoidance of doubt any substitution pursuant to this Clause 15.8
shall only occur on the basis that:
 (c)
    
    each Substitute Purchaser is deemed to have all
knowledge
attributable to the Principal Purchaser including in relation to all
disclosures made pursuant to the Disclosure Letter and otherwise as
contemplated by this Agreement; and(d)
    
    the Sellers shall not be liable in respect of any claim
arising against
them under this Agreement (including all documents entered into
pursuant to this Agreement) in excess of any amount in respect of
which the Sellers would have been liable had the claim been made
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by the Principal Purchaser in circumstances where no
substitution had taken place.
 15.8.4
    
    Assumption of Purchasers rightsOn and with effect from the Substitution Date, and subject to the execution of the
Deed of Substitution by the parties thereto and to Clause 15.8.3(ii) above, the
parties agree that the Substitute Purchaser(s) may exercise all the rights of the
Purchasers arising under this Agreement (howsoever arising and whether arising on,
before or after the relevant Substitution Date) in substitution of the Principal
Purchaser as if the Substitute Purchaser(s) had at all times been a party to this
Agreement ab initioin respect of the relevant Substituted Assets provided that
where any right is specified to be for the benefit of the Principal Purchaser,
Clause 15.4.7 shall prevail.15.8.5
    
    One substitutionThe Substitute Purchasers shall not be entitled to further substitute under the
terms of this Clause 15.8.
 15.9
    
    Third Party Rights
 15.9.1
    
    A person who is not a party to this Agreement has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of, or enjoy any benefit
under, this Agreement, except to the extent set out in this Clause 15.9.15.9.2
    
    Any member of the Sellers Group may enforce Clauses 15.1.4, 15.1.5, 15.2, 15.3
and 15.14 to the same extent as if they were a party to this Agreement.15.9.3
    
    This Agreement may be terminated and any term may be amended or waived
without the consent of any of the persons mentioned in this Clause 15.9.
 15.10
    
    VariationNo variation of this Agreement shall be effective unless in writing and signed by or on
behalf of each of the Sellers, the Purchasers and the Purchasers Guarantor.15.11
    
    Time of the EssenceTime shall be of the essence of this Agreement both as regards any dates and periods
mentioned and as regards any dates and periods which may be substituted for them in
accordance with this Agreement or by agreement in writing between the Sellers, and the
Purchasers.15.12
    
    Method of PaymentWherever in this Agreement provision is made for the payment by one party to the other,
such payment shall be effected by crediting for same day value the account specified by the
payee to the payer reasonably in advance and in sufficient detail to enable payment by
telegraphic or other electronic means to be effected on or before the due date for payment.
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15.13
    
    Costs
 15.13.1
    
    The Sellers shall bear all costs incurred by them in connection with the
preparation,
negotiation and entry into of this Agreement and the sale of the Assets.15.13.2
    
    The Purchasers and the Purchasers Guarantor shall bear all such costs incurred
by them in connection with the preparation, negotiation and entry into of this
Agreement and the purchase of the Assets.
 15.14
    
    Stamp Duty, Fees and Taxes
 15.14.1
    
    The Purchasers shall bear the cost of all notarial fees and all registration, stamp
and transfer taxes and duties or their equivalents in all jurisdictions where such
fees, taxes and duties are payable as a result of the transactions contemplated by
this Agreement. The Purchasers shall be responsible for arranging the payment of
all such fees, taxes and duties, including fulfilling any administrative or reporting
obligation imposed by the jurisdiction in question in connection with the payment of
such taxes and duties. The Purchasers shall indemnify the Sellers or any member
of the Sellers Group against any Losses suffered by the Sellers or any member of
the Sellers Group as a result of the Purchasers failing to comply with its obligations
under this Clause 15.14.1.15.14.2
    
    Austrian Stamp Duty
 (i)
    
    None of the parties shall: (a) bring an original or certified copy of
this Agreement or any other document that contains any written confirmation or
written reference to this Agreement (Ersatzbeurkundungor rechtsbezeugende
Urkunde)into the Republic of Austria; or (b) produce a document that
contains any written confirmation or written reference to this Agreement
within the Republic of Austria.(ii)
    
    The parties acknowledge that the bringing of this Agreement or
any other document containing any written confirmation or any written
reference to this Agreement (Ersatzbeurkundungor rechtsbezeugende
Urkunde)into the Republic of Austria or the production of any other document
containing written confirmation or any written reference to this Agreement
within the Republic of Austria may cause the imposition of Austrian stamp duty
(Rechtsgeschäftsgebühren).(iii)
    
    Any Party intentionally or negligently bringing or causing
any other person (other than a Party) to bring this Agreement, either as an
original or a certified copy, or any other written confirmation or written
reference to this Agreement in another document, into the Republic of Austria
or producing any other document containing any written confirmation or written
reference to this Agreement within the Republic of Austria shall be solely
liable for any stamp duty resulting therefrom. In any case, the parties agree
not to contest the validity of an uncertified copy of this Agreement in any
court in Austria.(iv)
    
    Without prejudice to the provisions of clause 15.14.2 (i) to
(iii) of the Agreement and clause 8.3 of the Local Transfer Document for the
Austrian Business Transfer, any Austrian stamp duty that arises as a direct
result of actions by the Seller or member of the Sellers Group during the
process of
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obtaining the consent of the landlord under Clause 4.4 shall be the sole
responsibility of the Sellers. For the avoidance of doubt the Sellers shall
not be liable for such stamp duty where the liability arises as a result of
any action or inaction by (i) any Group Company post Completion (ii) any
Purchaser or (iii) any member of a Purchasers group, including in
particular the bringing into Austria / printing out in Austria of any
relevant documents, faxes or emails. The Purchasers shall be satisfied with
simple copies of any consents given in writing (if any).(v)
    
    The parties agree that, without prejudice to the above and to
the equivalent provisions on the Local Transfer Document for the Austrian
Business Transfer, should the situation arise where either party is required
by law or in order to prove title to any relevant asset to take action which
triggers Austrian stamp duty and has used all possible endeavours to exhaust
all possible alternatives, then the first 75,000 of any Austrian stamp
duty liability shall be split equally between the parties. Any further
liability shall be payable solely by the Purchasers.
 15.15
    
    Interest
 Save as expressly provided herein, if the Sellers or the Purchasers default in the
payment when due of any sum payable under this Agreement, its liability shall be increased
to include interest on such sum from the date when such payment is due until the date of
actual payment (after as well as before judgment) at a rate per annum of EONIA plus 2 per
cent (calculated on basis of the rate published on the date such payment was due (or if not
published on such date, the next date on which it is published)). Such interest shall
accrue from day to day.
 15.16
    
    Grossing-up of Indemnity Payments, VAT
 15.16.1
    
    Where any payment is made under this Agreement pursuant to an indemnity,
compensation or reimbursement provision and that sum is subject to a charge to
Taxation in the hands of the recipient (other than Taxation attributable to a
payment
being properly treated as an adjustment to the consideration paid by the
Purchasers for the Group) the sum payable shall be increased to such sum as will
ensure that after payment of such Taxation (and after giving credit for any tax
relief
available to the recipient in respect of the matter giving rise to the payment) the
recipient shall be left with a sum equal to the sum that it would have received in
the
absence of such a charge to Taxation.15.16.2
    
    Where any sum constituting an indemnity, compensation or reimbursement to any
party to this Agreement (the Party)is paid to a person other than the Party but is
treated as taxable in the hands of the Party, the payer shall promptly pay to the
Party such sum as shall reimburse the Party for all Taxation suffered by it in
respect of the payment (after giving credit for any tax relief available to the Party in
respect of the matter giving rise to the payment).15.16.3
    
    Where under the terms of this Agreement one party is liable to indemnify or
reimburse another party in respect of any costs, charges or expenses, the payment
shall include an amount equal to any VAT thereon not otherwise recoverable by the
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other party, subject to that party using all reasonable endeavours to recover
such amount of VAT as may be practicable.15.16.4
    
    If any payment under this Agreement constitutes the consideration for a taxable
supply for VAT purposes, then in addition to that payment the payer shall pay any
VAT due.15.16.5
    
    For the purposes of this Clause 15.16, references to the recipient in Clause
15.16.1; the Party in Clause 15.16.2, and another party or the other party in
Clause 15.16.3, shall include the relevant Seller or Sellers where a payment is
being made to the Principal Seller on behalf of any such Seller or Sellers.
 15.17
    
    Notices
 15.17.1
    
    Any notice or other communication in connection with this Agreement (each, a
Notice) shall be:
 (i)
    
    in writing; and(ii)
    
    delivered by hand, fax, pre-paid first class post or courier.
 15.17.2
    
    A Notice to any Seller shall be sent to the following address, or such other person
or address as Intercontinental Hotels Group PLC (or the Principal Seller) on behalf
of the Sellers may notify to the Principal Purchaser from time to time:
 BHR Luxembourg S.à r.l.L-1219 Luxembourg,13, Rue Beaumont  2nd FloorFax: +352 262608-41Attention: Jörg Schmittem
 with a copy to:
 Intercontinental Hotels Group PLC67 Alma Road, Windsor, Berkshire, SL4 3HDFax: 08701 971 463Attention: SVP Legal and General Counsel
 15.17.3
    
    A Notice to the Purchasers shall be sent to the following address, or such other
person or address as the Purchasers may notify to the Seller from time to time:
 Cooperatie Westbridge Europe 1 U.A.Naritaweg 1651043 BW AmsterdamThe NetherlandsFax: +31 20 572 2653Attention: Maurice Selhorst
 with a copy to:
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Westmont Management LimitedTrac House34 Francis GroveSW194DTFax: 0208 971 6600Attention: The Directors
 15.17.4
    
    A Notice to the Purchasers Guarantor shall be sent to the following address, or
such other person or address as the Purchasers Guarantor may notify to the Seller
from time to time:
 Westbridge Hospitality Fund, L.P.Washington Mall West7 Reid StreetHamilton HM11BermudaFax: +1 (441) 295-0992Attention: General Partner, Westbridge Hospitality Management Limited
 15.17.5
    
    A Notice shall be effective upon receipt and shall be deemed to have been
received:
 (i)
    
    60 hours after posting, if delivered by pre-paid first class
post;(ii)
    
    at the time of delivery, if delivered by hand or
courier; or(iii)
    
    at the time of transmission in legible form, if
delivered by fax.
 15.18
    
    Invalidity
 15.18.1
    
    If any provision in this Agreement shall be held to be illegal, invalid or
unenforceable, in whole or in part, the provision shall apply with whatever deletion
or modification is necessary so that the provision is legal, valid and enforceable
and gives effect to the commercial intention of the parties.15.18.2
    
    To the extent it is not possible to delete or modify the provision, in whole or in part,
under Clause 15.18.1, then such provision or part of it shall, to the extent that it is
illegal, invalid or unenforceable, be deemed not to form part of this Agreement and
the legality, validity and enforceability of the remainder of this Agreement shall,
subject to any deletion or modification made under Clause 15.18.1, not be affected.
 15.19
    
    CounterpartsThis Agreement may be entered into in any number of counterparts, all of which taken
together shall constitute one and the same instrument. The Sellers, the Purchasers and the
Purchasers Guarantor may enter into this Agreement by signing any such counterpart.
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15.20
    
    Tax Deed of CovenantFor the purposes of Clauses 15.9 (unless expressly provided for in the Tax Deed of
Covenant), 15.4, 15.11, 15.12, 15.13, 15.16, 15.17, 15.19, 15.22 and, for the avoidance of
doubt 15.5, Agreement shall include the Tax Deed of Covenant.
 15.21
    
    Governing Law and Submission to Jurisdiction
 15.21.1
    
    This Agreement shall be governed by and construed in accordance with English law.15.21.2
    
    Each of the Sellers, the Purchasers and the Purchasers Guarantor irrevocably
agrees that the courts of England are to have exclusive jurisdiction to settle any
dispute which may arise out of or in connection with this Agreement and that
accordingly any proceedings arising out of or in connection with this Agreement
shall be brought in such courts. Each of the Sellers, the Purchasers and the
Purchasers Guarantor irrevocably submits to the jurisdiction of such courts and
waives any objection to proceedings in any such court on the ground of venue or
on the ground that proceedings have been brought in an inconvenient forum.
 15.22
    
    Appointment of Process Agent
 15.22.1
    
    The Sellers each hereby irrevocably appoint InterContinental Hotels Group PLC of
67 Alma Road, Windsor, Berkshire, SL4 3HD as their agent to accept service of
process in England in any legal action or proceedings arising out of this
Agreement, service upon whom shall be deemed completed whether or not
forwarded to or received by the Sellers.15.22.2
    
    The Sellers agree to inform the Purchasers in writing of any change of address of
such process agent within 28 days of such change.15.22.3
    
    If such process agent ceases to be able to act as such or to have an address in
England, the Sellers irrevocably agree to appoint a new process agent in England
acceptable to the Principal Purchaser and to deliver to the Purchasers within 14
days a copy of a written acceptance of appointment by the process agent.15.22.4
    
    The Purchasers hereby irrevocably appoint Westmont Management Limited of Trac
House, 34 Francis Grove, Wimbledon, London SW19 4DT as its agent to accept
service of process in England in any legal action or proceedings arising out of this
Agreement, service upon whom shall be deemed completed whether or not
forwarded to or received by the Purchasers.15.22.5
    
    The Purchasers agree to inform the Seller in writing of any change of address of
such process agent within 28 days of such change.15.22.6
    
    If such process agent ceases to be able to act as such or to have an address in
England, the Purchasers irrevocably agree to appoint a new process agent in
England acceptable to the Principal Seller and to deliver to the Principal Seller
within 14 days a copy of a written acceptance of appointment by the process agent.15.22.7
    
    The Purchasers Guarantor hereby irrevocably appoints Westmont Management
Limited of Trac House, 34 Francis Grove, Wimbledon, London SW19 4DT as its
agent to accept service of process in England in any legal action or proceedings
 50




---



##### 



arising out of this Agreement, service upon whom shall be deemed completed whether or
not forwarded to or received by the Purchasers Guarantor.15.22.8
    
    The Purchasers Guarantor agrees to inform the Principal Seller in writing of any
change of address of such process agent within 28 days of such change.15.22.9
    
    If such process agent ceases to be able to act as such or to have an address in
England, the Purchasers Guarantor irrevocably agrees to appoint a new process
agent in England acceptable to the Principal Seller and to deliver to the Principal
Seller within 14 days a copy of a written acceptance of appointment by the process
agent.15.22.10
    
    Nothing in this Agreement shall affect the right to serve process in any other manner
permitted by law or the right to bring proceedings in any other jurisdiction for the purposes
of the enforcement or execution of any judgment or other settlement in any other courts.
 51




---



##### 



In witnesswhereof this Agreement has been duly executed.SIGNED by
    
    /s/ Jörg Schmittemon behalf of BHR Holdings BV:SIGNED by
    
    /s/ Jörg Schmittemon behalf of Six Continents International Holdings BV:SIGNED by
    
    /s/ Jörg Schmittemon
behalf of BHR Luxembourg S.à r.l.:SIGNED by
    
    /s/ Jörg Schmittemon behalf of HH Hotels (EMEA) BV:SIGNED by
    
    /s/ Nigel Stockson behalf of Intercontinental Hotels Group (España) SA:SIGNED by
    
    /s/ Arnd Stahlon behalf of Holiday Inns (Germany) LLC:SIGNED by
    
    /s/ Jörg Schmittemon behalf of BHR Overseas (Finance) BV:




---



##### 



SIGNED by
    
    /s/on behalf of Cooperatie Westbridge Europe I U.A.:SIGNED by
    
    /s/ Kingsley Seevaratnamon behalf of Westbridge Hospitality Fund L.P.:SIGNED by
    
    /s/on behalf of W.E. I Germany Holding GmbH:SIGNED by
    
    /s/on behalf of W.E. I BVH GmbH:SIGNED by
    
    /s/on behalf of W.E. I HOB GmbH:SIGNED by
    
    /s/on behalf of W.E. I LIMNA GmbH:SIGNED by
    
    /s/on
behalf of W.E. I Object Hamburg Kieler Straße GmbH:




---



##### 



Schedule 1
(Clauses 2.1 and 2.2)
Part 1
Details of Shares to be sold
 (3)Consideration(Initial ShareConsideration(ISC) andEstimated Net(2)
    
    Current Assets(1)
    
    Number of Shares/Name of
    
    (ENCA))
    
    (4)Name of Seller
    
    Company
    
     000s
    
    Name of Purchaser1
    Six Continents
International
Holdings BV
whose registered
office is at
Strawinskylaan 3105
7e etage, 1077ZX
Amsterdam
    
    4,999 shares of  248 each in
the capital ofHoliday Inns NV
    
    27,099 (ISC)
plus
(2, 192) (ENCA)
    
    To be notified to the
Principal Seller pursuant
to Clause 15.8.2 and
details of the registered
office and place of
incorporation to be set
out in Schedule 2 of the
Deed of Substitution299 shares of  48,316.67 each
in the capital of Airport Garden
Hotel NV
    
    (1,101) (ISC)
plus
1,815 (ENCA)
    
    To be notified to the
Principal Seller pursuant
to Clause 15.8.2 and
details of the registered
office and place of
incorporation to be set
out in Schedule 2 of the
Deed of Substitution10 shares of   16 each in the
capital of Holiday Inns France
et CIE SAS
    
    10 (ISC)
plus
0 (ENCA)
    
    To be notified to the
Principal Seller pursuant
to Clause 15.8.2 and
details of the registered
office and place of
incorporation to be set
out in Schedule 2 of the
Deed of Substitution15,000 ordinary shares of 52
each in the capital ofHoliday
Inns SpA
    
    14,025 (ISC)
plus
0 (ENCA)
    
    To be notified to the
Principal Seller pursuant
to Clause 15.8.2 and
details of the registered
office and place of
incorporation to be set
out in Schedule 2 of the
Deed of Substitution
 54




---



##### 



(3)Consideration(Initial ShareConsideration(ISC) andEstimated Net(2)
    
    Current Assets(1)
    
    Number of Shares/Name of
    
    (ENCA))
    
    (4)Name of Seller
    
    Company
    
     000s
    
    Name of PurchaserLiable capital of DEM 13,000.00
    
    2,162 (ISC)
    
    W.E. I BVH GmbHin BVH Hotelbesitzgesellschaft
mbH & Co. Verwaltungs-KG
    
    plus
(191) (ENCA)
    
    whose registered office
is at c/o Nörr
Stiefenhofer Lutz
Partnerschaft, Brienner
Strabe 28, 80333
München, GermanyLiable capital of DEM
2,001,200.00 in HOB
Hotelbesitz und Verwaltungs
GmbH & Co. Objekt
Graumannsweg KG
    
    5,063 (ISC)
plus
10 (ENCA)
    
    W.E. I HOB GmbH
whose registered office
is at c/o Nörr
Stiefenhofer Lutz
Partnerschaft, Brienner
Strabe 28, 80333
Müunchen, Germany1 share of DEM 16,300.00 in the
capital ofBVH
Hotelbesitzgesellschaft mbH
    
    0 (ISC)
plus
0 (ENCA)
    
    W.E. I Germany Holding
GmbH
whose registered office
is at c/o Nörr
Stiefenhofer Lutz
Partnerschaft, Brienner
Strabe 28, 80333
Müunchen, Germany1 share of DEM25,500.00 in the
capital of HOB Hotelbesitz und
Verwaltungs GmbH
    
    0 (ISC)
plus
0 (ENCA)
    
    W.E. I Germany Holding
GmbH
whose registered office
is at c/o Nörr
Stiefenhofer Lutz
Partnerschaft, Brienner
Strabe 28, 80333
Müunchen, Germany1 share of DEM 16,300.00 in the
capital of LIMNÄ Hotelbetriebs
GmbH
    
    0 (ISC)
plus
0 (ENCA)
    
    W.E. I Germany Holding
GmbH
whose registered office
is at c/o Nörr
Stiefenhofer Lutz
Partnerschaft, Brienner
Strabe 28, 80333
Müunchen, Germany
 55




---



##### 



(3)Consideration(Initial ShareConsideration(ISC) andEstimated Net(2)
    
    Current Assets(1)
    
    Number of Shares/Name of
    
    (ENCA))
    
    (4)Name of Seller
    
    Company
    
     000s
    
    Name of PurchaserLiable capital of DEM 3,250.00
    
    4,615 (ISC)
    
    W.E. I LIMNA GmbHin LIMNÄ
Hotelbetriebsgesellschaft
mbH & Co. Verwaltungs-KG
    
    plus
(13) (ENCA)
    
    whose registered office
is at c/o Nörr
Stiefenhofer Lutz
Partnerschaft, Brienner
Straße 28, 80333
München, Germany2 BHR Luxembourg
S.àr.l.
whose registered
office is at L-1219
Luxembourg, 13,
Rue Beaumont 2nd
Floor
    
    79,990 shares of 16 each in
the capital of Holiday Inns
France et CIE SAS
    
    15,790 (ISC)
plus
391 (ENCA)
    
    To be notified to the
Principal Seller pursuant
to Clause 15.8. 2 and
details of the registered
office and place of
incorporation to be set
out in Schedule 2 of the
Deed of Substitution3 BHR Holdings BV
whose registered
office is at
Strawinskylaan 3105
7e etage, 1077ZX
Amsterdam
    
    119,843 shares of 100 nominal
value each in the capital of
Holiday Inns BV
    
    38,800 (ISC)
plus
7,619 (ENCA)
    
    To be notified to the
Principal Seller pursuant
to Clause 15.8.2 and
details of the registered
office and place of
incorporation to be set
out in Schedule 2 of the
Deed of Substitution1 share in the capital of Airport
Garden Hotel NV
    
    1 (ISC)
plus
0 (ENCA)
    
    To be notified to the
Principal Seller pursuant
to Clause 15.8.2 and
details of the registered
office and place of
incorporation to be set
out in Schedule 2 of the
Deed of Substitution4 HH Hotels (EMEA)
BV
whose registered
office is at
Strawinskylaan 3105
7e etage, 1077ZX
Amsterdam
    
    1 share of 248 each in the
capital ofHoliday Inns NV
    
    1 (ISC)
plus
0 (ENCA)
    
    To be notified to the
Principal Seller pursuant
to Clause 15.8.2 and
details of the registered
office and place of
incorporation to be set
out in Schedule 2 of the
Deed of Substitution
 56




---



##### 



(3)Consideration(Initial ShareConsideration(ISC) andEstimated Net(2)
    
    Current Assets(1)
    
    Number of Shares/Name of
    
    (ENCA))
    
    (4)Name of Seller
    
    Company
    
     000s
    
    Name of Purchaser5 Holiday Inns
(Germany) LLC
whose registered
office is at 3 Ravina
Drive, Atlanta,
Georgia, U.S.
    
    1 share of DEM 6,100,000.00 in
the capital of Holiday Inns von
Deutschland GmbH1
    
    73,713 (ISC)
plus
1,228 (ENCA)
    
    W.E I Germany Holding
GmbH
whose registered office
is at c/o Nörr
Stiefenhofer Lutz
Partnerschaft, Brienner
Strabe 28, 80333
München, Germany1 share of DEM 45,000.00 in the
capital of Holiday Inn
Hotelgesellschaft mbH
    
    46,821 (ISC)
plus
427 (ENCA)
    
    W.E I Germany Holding
GmbH
whose registered office is at c/o NörrStiefenhofer Lutz
Partnerschaft, Brienner
Strabe 28, 80333
München, Germany
 
 1
    
    Denomination of share may vary pursuant to share buy-backs pursuant to
Schedule 14 but the consideration will remain
the same 57




---



##### 



Part 2
Details of Spanish Business to be sold
 Part A
Spanish Business
 (3)Consideration(Initial EuropeanBusiness Consideration(IEBC) and Estimated
    
    (4)(1)
    
    
    
    European Business Net
    
    Name ofName of Business
    
    (2)
    
    Assets (EEBNA))
    
    BusinessSeller
    
    Business
    
    (  000s)
    
    PurchaserIntercontinental
Hotels Group
(Espâna) SAwhose
registered office is at
Plaza Carlos Trîas
Bertrán 4 28020
Madrid, Spain
    
    (i) The business of operating a hotel
under the name of Express by
Holiday Inn Valencia  San Louis
carried on at the date hereof and
(ii) the hotel building the details of
which are set out at number 24 of
Schedule 3 of this Agreement and
(iii) the liabilities contained in the
European Business Net Asset
Statement in respect of the Spanish
Business
    
    5,928 (IEBC)
(including 4,676 in
respect of the property to
be transferred pursuant to
the Valencia Real Estate
Transfer)
plus
304(EEBNA)
    
    To be notified
to the Principal
Seller pursuant
to Clause
15.8.2 and
details of the
registered
office and place
of incorporation
to be set out in
Schedule 2 of
the Deed of
SubstitutionIntercontinental
Hotels Group
(Espâna) SA whose
registered office is at
Plaza Carlos Trîas
Bertrán 4 28020
Madrid, Spain
    
    (i) The business of operating a hotel
under the name of Express by
Holiday Inn Alicante carried on at the
date hereof and
(ii) the hotel building the details of
which are set out at number 23 of
Schedule 3 of this Agreement and
(iii) the liabilities contained in the
European Business Net Asset
Statement in respect of the Spanish
Business
    
    5,942 (IEBC)
(including 4,724 in
respect of the property to
be transferred pursuant to
the Alicante Real Estate
Transfer)
plus
307 (EEBNA)
    
    To be notified
to the Principal Seller pursuant
to Clause
15.8.2 and
details of the
registered
office and place
of incorporation
to be set out in
Schedule 2 of
the Deed of
Substitution
  58




---



##### 



Part B
Spanish Excluded Assets
   59




---



##### 



Part 3
Details of Austrian Business to be sold
 Part A
Austrian Business
 (3)Consideration(Initial EuropeanBusinessConsideration(IEBC) and(1)
    

    
    Estimated European
    
    (4)Name of Business
    
    (2)
    
    Net Business Assets
    
    Name of BusinessSeller
    
    Business
    
    (EEBNA)) ( 000s)
    
PurchaserBHR Overseas
(Finance) BV
whose registered
office is at
Strawinskylaan
3105 7e etage,
1077ZX Amsterdam
    
    The business of operating a hotel
under the name of Holiday Inn Vienna
South carried on at the date hereof and
the liabilities contained in the European
Business Net Asset Statement in respect
of the Austrian Business
    
    (1,800) (IEBC)
plus
(150) (EEBNA)
    
    To be notified to the Principal Seller
pursuant to Clause 15. 8.2 and details
of the registered office and place of
incorporation to be set out in Schedule
2 of the Deed of
Substitution
  Part B
Austrian Excluded Assets
   60




---



##### 



Part 4
Details of German Business to be sold
 Part A
German Business
 (3)Consideration(Initial EuropeanBusinessConsideration(IEBC) and
    
    (4)(1)
    
    
    
    Estimated European
    
 Name ofName of Business
    
(2)
    
    Net Business Assets
    
    BusinessSeller
    
Business
    
    (EEBNA)) ( 000s)

PurchaserHoliday Inns
(Germany) LLC
whose registered
office is at 3
Ravina Drive,
Atlanta,
Georgia, U.S.
    
    The business of operating a hotel
under the name of Holiday Inn Hamburg
Kieler Strasse carried on at the date
hereof, including for the avoidance of
doubt, the title to the Hamburg Real
Estate and the liabilities contained in
the European Business Net Asset Statement
in respect of the German Business
    
    2,729 (IEBC)
(comprising land
800, building
1,275, plants &
machinery 259,
fixtures & fittings
396)plus 608 (EEBNA)
    
    W.E. I Object Hamburg Kieler
Strabe GmbH whose registered
office is at c/o Nörr
Stiefenhofer Lutz
Partnerschaft,
Brienner Strabe 28,
80333 München,Germany
  Hamburg Real Estate (Amtsgericht) (Band) (Blatt) 2725, parish (Germarkung)
 Parcel (Flurstück)
    
    Use and Location (Wirtschaftsartund Large)
    
    Size (Grösse)2166
    
    building and vacant space for trade and commerce
(Gebäude- und Freifläche Handel und Wirlschaft)
    
    4263 m24024
    
    recreation space, park (Erholungsfläche Grünfläöche)
Kieler Strasse, Southern House Number (südl. Hausnr.)
333
 (Auf- und Einbauten) (Zubehör)
 61




---



##### 



Part B
German Excluded Assets
   62




---



##### 



Schedule 2
The Companies and the Subsidiaries
 Part 1
Particulars of the Companies
 Name of Company:
    
    Holiday Inns France et CIE SASRegistered number:
    
    702010703Registered office:
    
    10 Place de la République, Paris, 75011, FranceDate of incorporation:
    
    4 March 1970Issued share capital:
    
    Nominal capital of 1,280,000 comprising80,000 ordinary shares of 16 eachRegistered shareholders and shares held:
    
    1. Six Continents International Holdings BV- 10 shares2. BHR Luxembourg S.à r.l. - 79,990 sharesDirectors:
    
    Hans Hohener (President)Denis Jean CharlesGisele FordAccounting reference date:
    
    31 DecemberAuditors:
    
    Ernst & YoungName of Company:
    
    Airport Garden Hotel NVRegistered number:
    
    0474.417.201Registered office:
    
    Leonardo da Vincilaan 4, Diegem(Machelen) 1831, BrusselsDate and place of incorporation:
    
    23 March 2001 BrusselsIssued share capital:
    
     14,495,000,00 (300 shares)Registered shareholders and shares held:
    
    1.Six Continents International
Holdings BV - 299 shares2. BHR Holdings BV - 1 shareDirectors:
    
    Anthony NibbelinkMichel ChecourySecretary:
    
    Michel ChecouryAccounting reference date:
    
    31 December
 63




---



##### 



Auditors:
    
    Ernst & Young Bedrijfsrevisoren B.C.V,represented by Mr. Patrick RottiersName of Company:
    
    Holiday Inns NVRegistered number:
    
    0421.732.937Registered office:
    
    Gerard Le Grellelaan 10, Antwerpen 2020,BelgiumDate and place of incorporation:
    
    31 July 1981, AntwerpIssued share capital:
    
     1,240,000,00 (5,000 shares)Registered shareholders and shares held:
    
    1. HH Hotels (Emea) BV -1 share2. Six Continents International Holdings BV -4,999 sharesDirectors:
    
    Andrew GillAnne-Caroline LiebaertAnthony NibbelinkPatricia van EeckhoutAccounting reference date:
    
    31 DecemberAuditors:
    
    Ernst & Young Bedrijfsrevisoren B.C.V.represented by Mr. Patrick RottiersName of Company:
    
    Holiday Inns SpARegistered number:
    
    00431300581 (REA 1399990) (as at 19 February1996)Registered office:
    
    Via Lorenteggio 278, 1-20100 Milan, ItalyDate and place of incorporation:
    
    25 November 1968, MilanIssued share capital:
    
     780,000,00Authorised share capital:
    
     780,000,00Registered shareholders and shares held:
    
    Six Continents International Holdings BV -15,000 sharesDirectors:
    
    Luciano LusardiAntonio CacioppoLuigi de RosaAccounting reference date:
    
    31 DecemberAuditors:
    
    Sandro MalevoltiGabriele GiovannardiAndrea Ferlito
 64




---



##### 



Name of Company:
    
    Holiday Inns BVRegistered number:
    
    33122533Registered office:
    
    De Boelelaan 2, 1083HJ AmsterdamDate and place of incorporation:
    
    13 March 1968Issued share capital:
    
     20,486,000,00Authorised share capital:
    
     90,756,100,00Registered shareholders and shares
held:
    
    BHR Holdings B.V. - 119,843 sharesDirectors:
    
    Jean Christian BeekPaul-Didier BergéJozias Cornelis Jumelet2Accounting reference date:
    
    31 DecemberName of Company
    
    Holiday Inn Hotelgesellschaft mbHCourt of registration:
    
    AG WiesbadenRegistration number:
    
    HRB 7162Date of establishment:
    
    24 September 1985Date of incorporation:
    
    30 September 1985Share capital:
    
    DEM 50,000.00Shareholders and shares held:
    
    1. Holiday Inns (Germany) LLC - 1 share(DEM 45,000.00)2. SC Hotels UK Pensions S.a.r.l. - 1 share(DEM 5,000.00)Managing Directors:
    
    Arnd StahlJoseph Charles Gerardus PeetersArno Peter OppolzerAccounting reference date:
    
    31 December
 
 2
    
    Pursuant to Schedule 14 of this Agreement, Jozias Jumelet may be removed from
the board of Holiday Inns BV before Completion. 65




---



##### 



Name of Company
    
    LIMNÄ Hotelbetriebs GmbHCourt of registration:
    
    AG WiesbadenRegistration number:
    
    HRB 7537Date of establishment:
    
    22 July 1986Date of incorporation:
    
    1 December 1986Share capital:
    
    DEM 50,000.00Shareholders and shares held:
    
    1. Holiday Inn Hotelgesellschaft mbH  1
share (DEM 17,400.00)2. Six Continents International Holdings
B.V.  1 share (DEM 16,300.00)3. Frank Patriarca  1 share (DEM
16,300.00)Managing Directors:
    
    Arnd StahlJoseph Charles Gerardus PeetersArno Peter OppolzerAccounting reference date:
    
    31 December
 LIMNÄ Hotelbetriebsgesellschaflt mbH &Name of Company (Partnership)
    
    Co. Verwaltungs KGCourt of registration:
    
    AG WiesbadenRegistration number:
    
    HRA 3714Date of establishment:
    
    19 December 1986Liable
capital (Haftsumme):
    
    DEM 10,000.00Registered shareholders and
shares held:- General Partner:
    
    Limnä Hotelbetriebs GmbH, capital interest
DEM 0.00- Limited Partners:
    
    1. Six Continents International Holdings
B.V.  liable capital DEM 3,250.002. Holiday Inn Hotelgesellschaft
mbH 
liable capital DEM 3,500.003. Frank J. Patriarca  liable capital DEM
3,250.00Managing Shareholder:
    
    Limnä Hotelbetriebsgesellschaft mbHAccounting reference date:
    
    31 December
 66




---



##### 



BVH Hotelbesitzgesellschaft mbH & Co.Name of Company (Partnership)
    
    Verwaltungs KGCourt of registration:
    
    AG WiesbadenRegistration number:
    
    HRA 3176Date of establishment:
    
    8 October 1986Liable capital (Haftsumme):
    
    DEM 40,000.00Registered shareholders and
shares held:- General Partner:
    
    BVH Hotelbetriebsgesellschaft mbH, capital
interest DEM 0.00- Limited Partners:
    
    1. Six Continents International Holdings
B.V.  liable capital DEM 13,000.002. Holiday Inns von Deutschland
GmbH 
liable capital DEM 14,000.003. Frank J. Patriarca  liable capital DEM
1,200.004. Maria Patriarca  liable capital DEM
11,800.0Managing Shareholder:
    
    BVH Hotelbesitzgesellschaft mbHAccounting reference date:
    
    31 December
 Name of Company
    
    BVH Hotelbesitzgesellschaft mbHCourt of registration:
    
    AG WiesbadenRegistration number:
    
    HRB 7549Date of establishment:
    
    6 December 1985Date of incorporation:
    
    13 June 1986Share capital:
    
    DEM 50,000.00Shareholders and shares held:
    
    1. Holiday Inns von Deutschland GmbH  1
share (DEM 17,400.00)2. Six Continents International Holdings
B.V.  1 share (DEM 16,300.00)3. Maria Patriarca  1 share (DEM
16,300.00)Managing Directors:
    
    Arnd StahlJoseph Charles Gerardus PeetersArno Peter OppolzerAccounting reference date:
    
    31 December
 67




---



##### 



HOB Hotelbesitz-und Verwaltungs GmbHName of Company (Partnership)
    
    & Co. Objekt Graumannsweg KGCourt of registration:
    
    AG WiesbadenRegistration number:
    
    HRA 3726Date of establishment:
    
    6 September 1985Liable capital (Haftsumme)
    
    DEM 3,961,200 (following removal of Gelin
KG from the register)Registered shareholders and
shares held:- General Partner:
    
    HOB Hotelbesitz und Verwaltungs
GmbH 
capital interest DEM 0.00- Limited Partners:
    
    1. Six Continents International Holdings
B.V. liable capital DEM 2,001,200.002. Holiday Inns von Deutschland
GmbH 
liable capital DEM 1,960,000.00Managing Shareholder:
    
    HOB Hotelbesitz und Verwaltungs GmbHAccounting reference date:
    
    31 December
 Name of Company
    
    HOB Hotelbesitz-und Verwaltungs GmbHCourt of registration:
    
    AG WiesbadenRegistration number:
    
    HRB 7146Date of establishment:
    
    3 September 1985Date of incorporation:
    
    6 September 1985Share capital:
    
    DEM 50,000.00Shareholders and shares held:
    
    1. Holiday Inns von Deutschland GmbH  1
share (DEM 24,500.00)2. Six Continents International Holdings
B.V.  1 share (DEM 25,500.00)Managing Directors:
    
    Arnd StahlJoseph Charles Gerardus PeetersArno Peter OppolzerAccounting reference date:
    
    31 December
 68




---



##### 



Name of Company:
    
    Holiday Inns von Deutschland GmbHCourt of registration:
    
    AG WiesbadenRegistration number:
    
    HRB 7099Date of establishment:
    
    14 July 1969Date of incorporation:
    
    29 August 1969Share capital:
    
    DEM 6,100,000.00Shareholders and shares held:
    
    Holiday Inns (Germany) LLC  1 share
(DEM 6,100,000.00)Managing Directors:
    
    Arnd StahlJoseph Charles Gerardus PeetersArno Peter OppolzerAccounting reference date:
    
    31 DecemberCourt of registration:
    
    AG Wiesbaden
 Part 2
Particulars of Subsidiaries
 Name of Company
    
    Hochstrasse 3 Hotelgesellschaft mbHCourt of registration:
    
    AG Munich (München)Registration number:
    
    HRB 139051Date of establishment:
    
    9 August 2001Date of incorporation:
    
    12 September 2001Share capital:
    
    EUR 5,000,000.00Shareholders and shares held:
    
    1. Holiday Inns von Deutschland GmbH  2
shares (EUR 3,099,750.00 and EUR
1,400,000.00)2. SC Hotels UK Pensions S.à.r.l.  1 share
(EUR 500,000.00)3. HOB Hotelbesitz und Verwaltungs GmbH
 1 share (EUR 250.00)Managing Directors:
    
    Arnd StahlJoseph Charles Gerardus PeetersArno Peter OppolzerAccounting reference date:
    
    31 December
 69




---



##### 



Name of Company
    
    CP Hilton Head CorpRegistered Office
    
    1209 Orange Street, City of
Wilmington,

County of New Castle, Delaware
19801,

USADate of incorporation:
    
    25 July 2001Authorised Share capital:
    
    100 shares of common stock of $0.01
par
value eachIssued Share capital
    
    100 shares of common stock of $0.01
par
value eachShareholders and shares held:
    
    Holiday Inns BV  1 shareDirectors:
    
    Robert J. ChittyAlexi S. HakimDavid A. HomAccounting reference date:
    
    31 December
  70




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##### 



Schedule 3
The Properties
(Clause 1.1)
 (3) TenureFreehold/
    
    
    

    (5) Lessee
    

    (6) Expiry of the term of the lease(1) Hotel Name
    
    (2) Address and land references
    
    Leasehold
    
    (4) Freehold Owner
    
    (if applicable)
    
    (if applicable)Austria1.
    
    HI Vienna South
    
    Hertha-Finberg StraBe 5, 1100 Vienna,
Cadastral No EZ 3534, land register 01102
Inzersdorf-Stadt, District Court Favoriten,
surface approx. 4,300 sqm
    
    L
    
    Bauteile A + B
Errichtungsges.m.b.H.3
    
    BHR Overseas
(Finance) B.V.
    
    Indefinite term + Landlords waiver
to terminate until 31 March 2025Belgium2.
    
    CP Antwerp
    
    Gerard Le Grellelaan 10, 2020 Antwerpen,
according to title registered under:
    
    L
(Long Term
Lease)
    
    - City of Antwerp (Land
A)
    
    Holiday Inns NV
    
    28 May 2042- numbers 2170-H-5 (parts) and 2246-G (parts)
section I, surface 14,881.16 sqm (Land A)
    
    
    
    -  Belgian State (Land
B)- numbers 2170-H-5 (parts), section I, surface
6,117.48 sqm (Land B)3.
    
    CP Brussels
Airport
    
    Da Vincilaan 4, 1831 Diegem, according to title
registered under:
    
    F
(Owned
Parking Land)
    
    -  Owned Parking Land:
Airport Garden Hotel

NV
    
    -  Leased Hotel Land:
Airport Garden Hotel
NV
    
    -  Leased Hotel Land: 31 December
2098- second division, section B, without number,
as Machelen (Diegem), Vuurberg, respective
    
    
    
    -  Leased Hotel Land:Foxaco SAsurfaces 25a 11ca and 1a 69ca (Owned
Parking Land)
    
    L
(Leased- (i) part of the parcel number 86/L, section D,
    
    Hotel Land):located in front of the Grensstraat, Zaventem
    
    Long Term
 
 3
    
    Subject to lease and lease-back entered into with Wilmington Trust Company 71




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##### 



(3) TenureFreehold/
    
    
    

    (5) Lessee
    

    (6) Expiry of the term of the lease(1) Hotel Name
    
    (2) Address and land references
    
    Leasehold
    
    (4) Freehold Owner
    
    (if applicable)
    
    (if applicable)(surface 1ha 6a 47ca) and (ii) part of the
parcel number 291/T/5 section B, located at
Vlieger, Machelen (Diegem) (surface 45a
32ca), total surface 1ha 10a 91ca and 92dma
(Leased Hotel Land)
    
    Lease4.
    
    HI Brussels
Airport
    
    Holidaystraat 7, 1831 Diegem, according to
title number 113H, Section B, Machelen
(Diegem), surface of 2ha 95a 66ca
    
    F
    
    Holiday Inns NVFrance5.
    
    HI Paris-
République
    
    10 Place de la République, Rue de Malte et
Rue du Faubourg du Temple, Paris, erected
on a plot of land registered with the Paris
Land
Registry under reference Section AA no. 61
with a land surface area of 5,587 sqm
    
    L
    
    Westinvest
Gesellschaft fur
Investment Fond MBH
    
    Holiday Inns France et
CIE S.N.C.
    
    30 June 2010Germany6.
    
    CP Hamburg
    
    Graumannsweg 10, 22087 Hamburg
    
    F and L
    
    HOB Hotelbesitz-und
Verwaltungs GmbH &
    
    Holiday Inn
Hotelgesellschaft mbH
    
    20 years as from the hand-overReal estate registered with the local court of
Hamburg in the Land Register of Hohenfelde,
under volume 93, folio 3178, parish
Hohenfelde, plot no. 1358 with a size of 5,244
sqm
    
    
    
    Co. Objekt
Graumannsweg KG7.
    
    CP Heidelberg
    
    Kurfürstenanlage 1, 69115 Heidelberg
    
    F and L
    
    BVH
Hotelbesitzgesellschaft
    
    Limnä
Hotelbetriebsgesellscha
    
    20 years, start date unknownReal estate registered with the local court of
Heidelberg in theLand Register for part-ownerships of Heidelberg on folio 17868 as
follows: 8,541/10,000 share of the co-ownership of lot no. 4, plot no. 1890, with a
    
    
    
    mbH & Co.
Verwaltungs-KG
    
    ft mbH Verwaltungs-KG
 72




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##### 



(3) TenureFreehold/
    
    
    
    (5) Lessee
    
    (6) Expiry of the term of the lease(1) Hotel Name
    
    (2) Address and land references
    
    Leasehold
    
    (4) Freehold Owner
    
    (if applicable)
    
    (if applicable)size of 4,276 sqm, aligned with separate
ownership of the hotel unit marked with no. 18
in the partition plan and separate usufructuary
rights concerning parking lots nos. 1 85, 90
131 and 180 183.8.
    
    HI Kieler Straße,
Hamburg
    
    Kieler Straße 333, 22525 Hamburg,
    
    F
    
    Holiday Inns (Germany)
LLC,Real estate registered with the local court of
Hamburg in the Land Register of Stellingen
under volume 68, folio 2725, parish Stellingen,
plot no. 2166 and no.4024 with an aggregate
size of 4,263 sqm
    
    
    
    Zweigniederlassung
Wiesbaden (as legal
successor of the
registered owner
Holiday Inns
(Germany), Inc.)9.
    
    HI Munich City
Centre
    
    HochStraße 3, 81669 Munich,
    
    L
(Building Right)
    
    Grundstücksverwaltung
sgesellschaft HochStraße mbH
    
    HochStraße 3
Hotelgesellschaft mbH
    
    31 December 2069Heritable building right registered with the local
court of Munich in the Land Register for
heritable building rights of Au undervolume
112, folio 2275, 47, 566/100,000 share of the
heritable building right on the real estate
registered with the local court of Munich in the
Land Register of Au under volume 107, folio
2110, plot no. 15460 with a size of 17,190 sqm
    
    
    
    
    
    (owner of the heritable
building right)10.
    
    EX Cologne
Troisdorf
    
    Echternacher Straße 4, 53842 Troisdorf
    
    F
    
    Holiday Inn
Hotelgesellschaft mbHReal estate registered with the local court of
Siegburg in the Land Register for part-
ownerships of Spich on folio 3671, 888/1,000
share of co-ownership of lot no. 015, plot nos.
611 and 592 with a size of 5,356 sqm, aligned
 73




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##### 



(3) TenureFreehold/
    
    
    
    (5) Lessee
    
    (6) Expiry of the term of the lease(1) Hotel Name
    
    (2) Address and land references

    
    Leasehold
    
    (4) Freehold Owner
    
    (if applicable)
    
    (if applicable)with separate ownership of the part of the
building marked with Nr. 1 in the partition plan
and several usufructuary rights.11.
    
    EX Frankfurt
Messe
    
    GutleutStraße 296, 60327 Frankfurt
    
    F
    
    Holiday Inn
Hotelgesellschaft mbHReal estate registered with the local court of
Frankfurt am Main in the Land Register of
Frankfurt Bezirk 15 on folio 2595, parish
Frankfurt Bezirk 15, lot no. 189, plot no. 4/5.
with a size of 3,793 sqm12.
    
    EX Dortmund
    
    Moskauer Straße 1, 44269 Dortmund
    
    F
    
    Holiday Inn
Hotelgesellschaft mbHReal estate registered with the Local court of
Dortmund in the Land Register of Dortmund B
onfolio 30952, parish Schüren, lot no. 1, plot
no. 761, with a size of 4,242 sqm13.
    
    EX Berlin City
Center
    
    StresemanStraße 49, 10963 Berlin
    
    F
    
    Holiday Inn
Hotelgesellschaft mbHReal estate registered with the local court of
Tempelhof-Kreuzberg in theLand Register of
Potsdamer Torbezirk on folio 5239, parish
Kreuzberg, lot no. 5, plot no. 2317with a size
of 1,645 sqm14.
    
    EX Frankfurt
Airport
    
    Langener Straße 200, 64546 Morfelden,
    
    F
    
    Holiday Inn
Hotelgesellschaft mbHReal estate registered with the local court of
Gross-Gerau in the Land Register of
Mörfelden on folio 11092, parish Mörfelden, lot
no. 17, plot nos. 74/2 with a surface of 2,507
sqm and 74/3 with a size of 18 sqm.
 74




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##### 



(3) TenureFreehold/
    
    
    
    (5) Lessee
    
    (6) Expiry of the term of the lease(1) Hotel Name
    
    (2) Address and land references

    
    Leasehold
    
    (4) Freehold Owner
    
    (if applicable)
    
    (if applicable)15.
    
    EX Cologne
Mülheim
    
    TiefentalStraße 72, 51063 Muelheim
    
    F
    
    Holiday Inn
Hotelgesellschaft mbHReal estate registered with the local court of
Köln in the Land Register of Mülheim on folio
15818, parish Mülheim, lot no. 4, plot no. 1186
with a size of 1 sqm, no. 1188 with a size of
1,999 sqm and No 1190 with a size of 32,418
sqm.16.
    
    EX Munich Messe
    
    Otto-Lilienthal-Ring 6, 85622 Feldkirchen
    
    L (Building
Right)
    
    Renate Urlinger,
Winfried Urlinger and
    
    Holiday Inn
Hotelgesellschaft mbH
    
    16 December 2101Heritable building right registered with the local
court of Munich in the Land Register for
heritable building rights of Feldkirchen on folio
4185, relating to the real estate registered with
the local court of Munich in the Land Register
of Feldkirchen on folio 4157, plot no. 669/15,
with a size of 3,154 sqm.
    
    
    
    Julia Urlinger (co-
owners)17.
    
    EX Düsseldorf-
North
    
    MercedesStraße 14, 40470 Düsseldorf
    
    F
    
    Holiday Inn
Hotelgesellschaft mbHReal estate registered with the local court of
Dusseldorf in the Land Register of Derendorf
on folio 21543, parish Derendorf, lot no. 9, plot
no. 356 with a size of 2,964 sqmItaly18.
    
    HI Florence
    
    Viale Europa 205, Florence, Land Register of
Florence, folio 140, plot no 1769 and 2350,
surface 6,630 sqm.
    
    F
    
    Holiday Inns 
S. p. A.19.
    
    HI Bologna City
    
    Piazza della Contituzione n. 1, Bologna, Land
Register of Bologna, folio 121, plot no 16-29,
    
    F
    
    Holiday Inns 
S. p. A.
 75




---



##### 



(3) TenureFreehold/
    
    
    
    (5) Lessee
    
    (6) Expiry of the term of the lease(1) Hotel Name
    
    (2) Address and land references

    
    Leasehold
    
    (4) Freehold Owner
    
    (if applicable)
    
    (if applicable)surface 6,402 sqm.20.
    
    HI Milan
    
    Via Lorenteggio 278 Milan, Land Register of
Milan, folio 505, plot no. 33 and 159
    
    L
    
    Ente Holding S.r.l.
    
    Holiday Inns S.p.A.
    
    14 January 2010Netherlands21.
    
    CP Amsterdam-
Schipol
    
    Planeetbaan 2, 2132 HZ Hoofddorp, Land
Register of the Municipality of
Haarlemmermeer, Section AL, Number 1055,
surface 1 ha 48 a 38 ca
    
    
    
    Onroerend GoedL
    
    Maatschappij
Beukvoorde I BV
    
    Holiday Inns BV
    
    24 January 201322.
    
    HI Amsterdam
    
    De Boelelaan 2, 1083 HJ Amsterdam, Land
registry of the Municipality of Amsterdam,
Section AK, Number 2498, surface of 37a and
11ca
    
    L (Long Term
Lease)
    
    City of Amsterdam
    
    Holiday Inns BV
    
    1st January 2016Spain23.
    
    EX Alicante
    
    Elche 112, Alicante, Land Registry of Alicante
number 7, under number 48,140, Page 89,
Volume 1,849, Book 819, cadastral reference
703971 1YH1473G0001BS, surface 6,519 sqm
    
    F
    
    InterContinental Hotels
Group España SA24.
    
    Ex Valencia
    
    Ausías March 99, Valencia, Land Registry of
Valencia number 4, under number 63, 116, Page
161, Volume 1,754, Book 795, cadastral
reference 6698032YJ2669, surface 2,411.35
sqm
    
    F
    
    InterContinental Hotels
Group España SA
 76




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##### 



Schedule 4
Documents in the Agreed Terms
(Clause 1.1)
      
    
    Spanish Business Transfer
    
    Valencia Real Estate Transfer
    
    Alicante Real Estate Transfer
    
    Austrian Business transfer
  
    
    German Share Transfers German Limited Partners Interest Transfers
    
    German Business Transfer
    
    Hamburg Real Estate Transfer
  
         77




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##### 



Schedule 5
Completion Obligations
(Clause 6.2)
 1 General Obligations
 1.1
    
    Sellers ObligationsOn Completion, the Sellers shall deliver or make available to the Purchasers the
following:
 1.1.1
    
    evidence that each of the Sellers or the relevant member of the Sellers Group (as
applicable) is authorised to execute this Agreement and the documents listed in paragraphs
1.1.2 to 1.1.15 below;1.1.2
    
    the Portfolio Franchise Agreement, duly executed by Six Continents Hotels, Inc.;1.1.3
    
    individual Hotel Franchise Agreements in respect of each of the 24 Hotels listed in
Schedule 1 of the Portfolio Franchise Agreement duly executed by Six Continents Hotels,
Inc;1.1.4
    
    individual Hotel Master Technology Agreements in respect of each of the 24 Hotels
listed in Schedule 1 of the Portfolio Franchise Agreement duly executed by Six Continents
Hotels, Inc;1.1.5
    
    the Local Transfer Document (Framework Deed) for the German Business
Transfer, the Hamburg Real Estate Transfer, the German Share Transfers, and the German
Limited Partners Interest Transfers, duly executed by the relevant Sellers;1.1.6
    
    the Local Transfer Document for the Spanish Business Transfer, duly executed by the relevant Seller;1.1.7
    
    the Local Transfer Document for the Valencia Real Estate Transfer, duly executed by the relevant Seller;1.1.8
    
    the Local Transfer Document for the Alicante Real Estate Transfer, duly executed by the relevant Seller;1.1.9
    
    the Local Transfer Document for the Austrian Business Transfer duly executed by the relevant Seller;1.1.10
    
    the Dutch Share Transfer duly executed by the relevant Group Company and the relevant Seller;1.1.11
    
    the Tax Deed of Covenant, duly executed by the Sellers;1.1.12
    
    the Deed of Termination (for services (cost allocation) agreements) duly executed by Six Continents Limited and the relevant Group Companies;1.1.13
    
    the Deed of Termination (for licence, Holidex and master technology agreements) duly
executed by Six Continents Hotels, Inc. and the relevant Group Companies;1.1.14
    
    the Debt Assignment Agreement, duly executed by Holiday Inns (Germany) LLC; and1.1.15
    
    a letter from each of the Sellers Property Lawyers addressed to the relevant Purchasers
and the providers of debt finance to the Purchasers Group in the
 78




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##### 



Agreed Terms confirming that each of them may rely on the relevant Material Issues Reports
on Title as if they were an original addressee (provided that, for the avoidance of doubt,
there shall be no obligation to update the Material Issues Reports on
Title);
 1.2
    
    The Purchasers ObligationsOn Completion, the Purchasers shall deliver or make available to the Sellers:
 1.2.1
    
    evidence of the due fulfilment of the condition set out in Clause 4;1.2.2
    
    evidence that the Purchasers and the Purchasers Guarantor are authorised to execute
this Agreement and the documents listed in paragraphs 1.2.3 to 1.2.15 below;1.2.3
    
    the Portfolio Franchise Agreement, duly executed by the Purchasers;1.2.4
    
    the Purchasers Group Guarantee, duly executed by the Purchasers Guarantor;1.2.5
    
    individual Hotel Franchise Agreements in respect of each of the 24 Hotels listed in
Schedule 1 of the Portfolio Franchise Agreement duly executed by the Purchasers;1.2.6
    
    individual Hotel Master Technology Agreements in respect of each of the 24 Hotels
listed in Schedule 1 of the Portfolio Franchise Agreement duly executed by the Purchasers;1.2.7
    
    the Local Transfer Document (Framework Deed) for the German Business
Transfer, the Hamburg Real Estate Transfer, the German Share Transfers, and the German
Limited Partners Interest Transfers, duly executed by the relevant Purchaser;1.2.8
    
    the Local Transfer Document for the Spanish Business Transfer, duly executed by the relevant Purchaser;1.2.9
    
    the Local Transfer Document for the Valencia Real Estate Transfer, duly executed by the relevant Purchaser;1.2.10
    
    the Local Transfer Document for the Alicante Real Estate Transfer, duly executed by the relevant Purchaser;1.2.11
    
    the Local Transfer Document for the Austrian Business Transfer duly executed by the relevant Purchaser;1.2.12
    
    the Dutch Share Transfer duly executed by the relevant Purchaser,1.2.13
    
    the Tax Deed of Covenant, duly executed by the Purchasers;1.2.14
    
    the Debt Assignment Agreement, duly executed by the Principal Purchaser; and1.2.15
    
    evidence of the payment of 35,000,000 plus accrued interest in consideration of the
assignment of the German Debt in accordance with the terms of the Debt Assignment
Agreement.
 2
    
    Transfer of the Shares and the European Business2.1
    
    General Transfer ObligationsOn Completion the Sellers and the Purchasers shall execute and/or deliver and/or make available
the Local Transfer Documents set out in Schedule 4 of this Agreement and take
 79




---



##### 



such steps as are required to transfer the Shares, the European Business and the German Debt to the Purchasers.2.2
    
    Specific Transfer ObligationsOn Completion:2.3
    
    AustriaIn respect of the Austrian Business, BHR Overseas (Finance) BV and the relevant Purchaser shall
sign a transfer agreement in the Agreed Terms through which BHR Overseas (Finance) BV transfers
the Austrian Business to the relevant Purchaser.2.4
    
    Belgium
 2.4.1
    
    Each Seller shall procure that each relevant Group Company shall record the transfer
of Shares owned by such Sellers to the Purchasers in the share register of the relevant
Group Company, and shall sign the share register to that effect.2.4.2
    
    The Purchasers shall sign the share register of the relevant Group Company to accept
the transfer of the Shares from the relevant Seller.
 2.5
    
    The NetherlandsThe relevant Seller shall transfer the relevant Shares in the relevant Group Company to the
relevant Purchaser, the Purchaser shall accept the transfer and the Seller shall procure that
the relevant Group Company acknowledges the transfer before the civil law notary. The relevant
Seller will nominate the Dutch civil law notary who will effect the transfer.2.6
    
    Germany
 2.6.1
    
    The Sellers and the Purchasers shall enter into a Framework Deed pursuant to which
the transfer agreements in the Agreed Terms set out at paragraphs 2.6.2 to 2.6.4, 2.6.6
and 2.6.7 below shall be notarised.2.6.2
    
    In respect of the transfer of Shares in GmbH Group Companies, the Sellers and the
Purchasers shall notarise a transfer agreement in the Agreed Terms through which the
Sellers transfer title to the Shares to the Purchasers, and the Purchasers accept such
transfer.2.6.3
    
    In respect of the transfer of Shares in KG Group Companies, the Sellers and the
Purchasers shall sign a transfer agreement in the Agreed Terms through which the Sellers
transfer title to the Shares to the Purchasers, and the Purchasers accept such transfer.2.6.4
    
    In respect of GmbH Group Companies, the Purchasers shall immediately after
Completion inform the management of the relevant Group Company with respect to the
transfer of the Shares.2.6.5
    
    In respect of KG Group Companies, the Sellers and the Purchasers shall
immediately after Completion file for the de-registration of the Sellers and the
registration of the Purchasers as partner in the commercial register
(Handelsregister)competent for the relevant Group Company.2.6.6
    
    In respect of the Hamburg Real Estate, Holiday Inns (Germany) LLC and the relevant
Purchaser shall notarise a transfer agreement in the
Agreed Terms
 80




---



##### 



through which Holiday Inns (Germany) LLC conveys (erklärt die Auflassung)the Hamburg Real
Estate to the relevant Purchaser.2.6.7
    
    In respect of the German Business, Holiday Inns (Germany) LLC and the relevant
Purchaser shall sign a transfer agreement in the Agreed Terms through which Holiday Inns
(Germany) LLC transfers the German Business to the relevant Purchaser.
 2.7
    
    ItalyThe relevant Seller shall transfer in favour of the relevant Purchaser by notarised
endorsement all the share certificates owned by the Seller and shall deliver such share
certificates to the Purchaser and procure that the name of the Purchaser is registered in the
shareholders ledger as the owner of such Shares. The Notary who will notarise the signatures
on the endorsements will be selected by the relevant Seller.
 2.8
    
    France
 2.8.1
    
    In relation to any Shares having the form of actions in any Group Company
incorporated in France, the Sellers shall deliver to the relevant Purchaser: (i) duly
completed, executed and dated share transfer forms (ordres de mouvements)in favour of the
Purchaser; (ii) the share transfer registers (registres des mouvements de titres);and
(iii) the shareholders account (comptes dactionnaires).2.8.2
    
    The Sellers and the relevant Purchaser shall execute a Form 2759 (Cerfa)in respect of the Shares to be transferred to the relevant Purchaser.
 2.9
    
    Spain
 2.9.1
    
    The Business Seller and the relevant Purchaser shall ensure that a sale agreement of
the Spanish Business in the Agreed Terms, is executed before the Notary selected by the
relevant Seller.2.9.2
    
    The Business Seller and the relevant Purchaser shall execute sale property
agreements in relation to the Properties located in Spain in the Agreed Terms, before the
Notary. The Purchaser shall procure that this public deed is registered at the relevant
Land Registries where the Properties are located.
 3
    
    Further obligations in addition to transfer3.1
    
    General ObligationsThe Sellers shall deliver or make available to the Purchasers the following:
 3.1.1
    
    evidence that all persons referred to in 3.2 below holding share(s) in any Group
Company under a nominee-type arrangement or any arrangement having a similar effect have
transferred such share(s) to such other persons as the Purchasers may specify, to take
effect on Completion;3.1.2
    
    if the Principal Purchasers reasonably requires (and gives at least 10 Business
Days notice to the Principal Seller prior to Completion), irrevocable powers of attorney
or such other appropriate document (in such form and terms as the
 81




---



##### 



Purchasers may reasonably require) executed by each of the holders of the Shares in
favour of the Purchasers or as it may direct to enable the Purchasers (pending
registration of the relevant transfers) to exercise post Completion all voting and other
rights attaching to the Shares and to appoint proxies for this purpose;3.1.3
    
    any releases which the parties have obtained under Clause 15.2;3.1.4
    
    in each case where the said information is not in the possession of the relevant
Group Company, the corporate books and records, duly written up to, but not including the
Completion Date), including the shareholders register and share certificates in respect
of the Subsidiaries, and all other books and records, all to the extent required to be
kept by each Group Company under the law of its jurisdiction of incorporation;3.1.5
    
    in each case where the said information is not in the possession of the relevant
Group Company or provided with the relevant Local Transfer Document, the title deeds which
relate to the Properties;3.1.6
    
    evidence as to:
 (i)
    
    the acceptance by shareholders or the directors of each of the relevant
Group Companies of the resignations referred to in paragraph 3.2 and of the
appointment of such persons to take effect on Completion (within the maximum number
permitted by the constitutional documents of the Group Company concerned) as the
Purchasers may nominate;(ii)
    
    the approval by the shareholders or the directors of the transfer of the
Shares to the Purchasers,
 where such acceptance or approval is required by law or under the constitutional
documents of the Group Company concerned; and
 3.1.7
    
    evidence reasonably satisfactory to the Purchasers of the revocation of existing
authorities given by the Group Company to banks (in respect of the operation of its bank
accounts) and giving authority in favour of such persons as the Purchasers may nominate to
operate such accounts.
 3.2
    
    Resignation of DirectorsThe Sellers shall use reasonable endeavours to obtain the written resignations in the Agreed
Terms (and legalised by a notary where required) of Michel Checoury (Airport Garden Hotel NV),
Paul Berge (Holiday Inns BV) Christian Beek (Holiday Inns BV), Joseph Peeters (Holiday Inn
Hotelgesellschaft mbH, LIMNA Hotelbetriebs GmbH, BVH Hotelbesitzgesllschaft mbH, HOB
Hotelbesitz-und Verwaltungs GmbH, Holiday Inns von Deutschland and Hochstrasse 3
Hotelgesellschaft mbH and such directors, or officers of the Group Companies as are notified
to the Principal Seller by the Principal Purchaser not less than 15 Business Days prior to
Completion.3.3
    
    Transitional Services Agreement
 3.3.1
    
    The Sellers shall use reasonable endeavours to procure the consent of Oracle for
the use of the Peoplesoft software licence and the JD Edwards software licence by the
Purchasers Group prior to Completion.
 82




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##### 



3.3.2
    
    Subject to such consent being obtained, the Sellers and the Purchasers shall
procure that the Transitional Services Agreement in the Agreed Terms is duly executed by
the Principal Purchaser on Completion.
 3.4
    
    Paris Republique LeaseThe Sellers shall procure that on or before Completion, HI
France et CIE SAS and Société des
Hôtels Intercontinental France shall agree in writing (on terms acceptable to the Purchaser
acting reasonably) upon the bilateral termination without any indemnity payment to the tenant,
as at 30 September 2006, of the lease agreement entered into amongst them on 22 March 2004 in
respect of the satellite offices in the HI Paris République Hotel. Such termination shall be
carried out by way of an amendment to the lease pursuant to which
Société des Hôtels
Intercontinental France would hand-over the demised premises to HI France et CIE SAS in their
current state and condition as of the date of such termination. After Completion, the
Purchaser shall procure that HI France et CIE SAS complies with its obligations in such
termination documentation and, in addition, that it will not terminate the lease agreement
before 30 September 2006.
 83




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##### 



Schedule 6
Share Sale Adjustments
Net Current Asset Statement
(Clause 9.1)
 Part 1
Definitions
  Accruals
 Accrued Income
 Agreed Reduction 
 Appointment Notice
 Cash
 Corporate Income Tax
 Current Guest Accounts
 Current Guest Deposits
 Debtors
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Deferred Income
 Deferred Tax
 Employee Loans
 Health Club Membership Fees
 Inter-Group Payables
 Inter-Group Receivables
 Long-Term Third Party Debt
 Prepayments
 Purchasers Disagreement Notice
 Reporting Accountants
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Seller Retained Costs
 Sellers Disagreement Notice
 Stock
 Stock Statement
 Trade Creditors
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Part 2
Determination and Confirmation of Net Current Assets
 1
    
    Stock StatementThe Principal Seller shall on the Completion Date produce the Stock Statement as at 2400
(CET) at the end of the Completion Date as agreed with the Principal Purchaser.2
    
    Submission of the Net Current Asset Statement2.1
    
    Net Current Asset StatementThe Principal Seller shall use its reasonable endeavours to procure that, as soon as
practicable following the Completion Date (and in any event on or before the day that is 90
days following the Completion Date), it prepares and delivers to the Principal Purchaser the
Net Current Asset Statement for each Company and in aggregate as at the Completion Date:
 2.1.1
    
    including the Stock value determined in accordance with paragraph 1 of this Part 2 of this Schedule 6;2.1.2
    
    in accordance with the principles and methodology set out in Part 3 of this Schedule 6; and2.1.3
    
    in the format of the pro forma Net Current Asset Statement set out in Part 4 of this Schedule 6.
 3
    
    Access to InformationIn order to allow the Principal Seller to prepare, and the Principal Purchaser to review, the Net Current Asset Statement:3.1
    
    the Principal Purchaser shall:
 3.1.1
    
    keep up-to-date and make available to the Principal Seller and its representatives
its books and records relating to the Group Companies (with the right to take copies at
the Principal Sellers cost) during normal office hours and co-operate with it with
regard to the calculation and review of the draft Net Current Asset Statement;3.1.2
    
    insofar as it is reasonable to do so, make available the services of the employees
of the relevant Group Companies to assist the Principal Seller and its
representatives to undertake the matters contemplated by this paragraph 3; and3.1.3
    
    provide or ensure the provision of all other information and assistance which may
reasonably be requested by the Principal Seller.
 3.2
    
    The Principal Seller shall procure that after the preparation of the draft Net Current Asset
Statement, it shall give the Principal Purchaser and its representatives access to the working
papers and files (with the right to take copies at the Principal Purchasers expense) and
personnel which or who are relevant to the review of the draft Net Current Asset Statement
by the Principal Purchaser or its representatives subject to the
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Purchasers providing or procuring the provision of any hold harmless undertaking that the
Principal Sellers accountants may require.4
    
    Preparation4.1
    
    Within 30 Business Days of receipt by the Principal Purchaser of the draft Net Current
Asset Statement, the Principal Purchaser may serve a Purchasers Disagreement Notice and
attach a schedule of those items in respect of which it disagrees with the draft Net Current
Asset Statement together with reasons for the disagreement in reasonable detail. In the
absence of such notice, the draft Net Current Asset Statement shall become the Net Current
Asset Statement and shall be final and binding on the parties for all purposes.4.2
    
    If the Principal Purchaser gives a valid Purchasers Disagreement Notice, the Principal
Seller may serve a Sellers Disagreement Notice stating its reasons for disagreement (in
reasonable detail) with the Purchasers Disagreement Notice within 10 Business Days of receipt
by the Principal Seller of the Purchasers Disagreement Notice. If the Principal Seller does
not serve such a valid Sellers Disagreement Notice, the draft Net Current Asset Statement
as amended to reflect the matters specified in the Purchasers Disagreement Notice
shall be the Net Current Asset Statement and shall be final and
binding on the parties for all
purposes. Within a further 10 Business Days from the date of the Purchasers Disagreement
Notice, the Principal Seller and the Principal Purchaser shall attempt in good faith to reach
agreement in respect thereof and if they are unable to do so then either the Principal Seller
or the Principal Purchaser may, by notice to the other, give an Appointment Notice. The
Principal Purchaser shall procure that after the service of a Purchasers Disagreement Notice,
it shall give the Principal Seller and its accountants access to the Purchasers accountants
working papers and files (with the right to take copies at the Principal Sellers expense) and
personnel which or who are relevant to the review of the Purchasers Disagreement Notice by
the Principal Seller or its accountants.4.3
    
    Except to the extent that the parties agree otherwise, the Reporting Accountants shall determine their own procedure but:
 4.3.1
    
    apart from procedural matters and as otherwise set out in this Agreement shall determine only:
 (i)
    
    whether any of the arguments for an alteration to the draft Net Current
Asset Statement put forward in the Sellers Disagreement Notice or the Purchasers
Disagreement Notice is correct in whole or in part; and(ii)
    
    if so, what alterations should be made to the draft Net Current Asset
Statement in order to correct the relevant inaccuracy in it;
 4.3.2
    
    shall apply the accounting policies, principles, practices, terms and conditions, methods and bases referred to in this Schedule 6;4.3.3
    
    shall make their determination pursuant to paragraph 4.3.1 above as soon as is reasonably practicable;4.3.4
    
    the procedure of the Reporting Accountants shall:
 (i)
    
    give the parties a reasonable opportunity to make written and oral
representations to them;
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(ii)
    
    require that the parties supply each other with a copy of any written
representations at the same time as they are made to the Reporting Accountants; and(iii)
    
    permit each party to be present while oral submissions are being made by
any other party;
 4.3.5
    
    for the avoidance of doubt, the Reporting Accountants shall only address and resolve
differences of the parties and shall not otherwise be entitled to determine the scope of
their own jurisdiction; and4.3.6
    
    there is no presumption that the treatment of any matter in dispute should or should
not be changed from that in draft Net Current Asset Statement and no objection should be
made to any matter raised by the Purchasers Disagreement Notice on the grounds that the
matter in respect of which such notice is raised is below any materiality level which
might otherwise apply.
 4.4
    
    The determination of the Reporting Accountants pursuant to paragraph 4.3.1 shall: (i) be made
in writing and sent to the parties at such time as they shall determine; and (ii) unless
otherwise agreed by the parties, include reasons for each relevant determination.4.5
    
    The Reporting Accountants shall act as experts and not as arbitrators and their
determination of any matter falling within their jurisdiction shall be final and binding on
the parties save in the event of manifest error (when the relevant part of their determination
shall be void and the matter shall be remitted to the Reporting Accountants for correction).
In particular, without limitation their determination shall be deemed to be incorporated into
the draft Net Current Asset Statement, which, as adjusted, shall then be final and binding on
the Sellers and the Purchasers save as aforesaid.4.6
    
    The parties shall co-operate with the Reporting Accountants and comply with their reasonable
requests made in connection with the carrying out of their duties under this Agreement. In
particular, without limitation: (i) the Purchasers shall keep up to date and, subject to
reasonable notice, make available to the Principal Seller, the Principal Sellers
representatives and the Reporting Accountants its books and records relating to the relevant
Group Companies during normal office hours during the period from the appointment
of the Reporting Accountants down to the making of the relevant determination;
and (ii) during such period the Principal Seller shall and shall procure that its
representatives shall subject to the Purchasers providing or procuring the provision of any
hold harmless undertaking that the Principal Sellers accountants may reasonably require and
subject to reasonable notice make available to the Principal Purchaser, the Purchasers
representatives and the Reporting Accountants the working papers and files relating to the
preparation of the draft Net Current Asset Statement.4.7
    
    Subject to paragraph 4.9, nothing in this paragraph 4 shall entitle a party or the Reporting
Accountants access to any information or document which is protected by legal
professional privilege, or which has been prepared by the other party or its accountants and
other professional advisers with a view to assessing the merits of any claim or argument.4.8
    
    A party shall not be entitled by reason of paragraph 4.9 to refuse to supply such part or
parts of documents as contain only the facts on which the relevant claim or argument is based.
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4.9
    
    Each party shall, and shall procure that its accountants and other advisers shall, and
shall instruct the Reporting Accountants to keep all information and documents provided to
them pursuant to this paragraph 4 confidential and shall not use the same for any purpose,
except for disclosure or use in connection with the preparation of the Net Current Asset
Statement, the proceedings of the Reporting Accountants or another matter arising out of this
Agreement or in defending any claim or argument or alleged claim or argument relating to this
Agreement or its subject matter.5
    
    InterestIf the Principal Purchaser serves a Purchasers Disagreement Notice on the Principal Seller,
in accordance with paragraph 4.1 of this Part 2 of this Schedule 6, any payments to be made in
accordance with Clause 9.2 (Adjustment to Consideration) to the extent not paid on or before
the Purchasers Disagreement Notice shall include interest thereon calculated from the date of
receipt by the Principal Seller of the Purchasers Disagreement Notice to the date of payment
at a rate per annum of 2 per cent above the base rate from time to time of EONIA (calculated
on basis of the rate published on the date such payment was due (or if not published on such
date, the next date on which it is published)). Such interest shall accrue from day to day.
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Part 3
Accounting policies to be adopted in the Net Current Asset Statement
 1
    
    Preparation of ValuationThe Net Current Asset Statement and any element of it shall be prepared in accordance with
the policies that are referred to, and in the order of priority shown, in this paragraph 1:1.1
    
    in accordance with the provisions of this Part 3 of Schedule 6;1.2
    
    save to the extent inconsistent with or contradictory to paragraph 1.1, on a basis
consistent with the Audited Accounts, using the same accounting principles, policies and practices,
and in accordance with the law and applicable standards, principles and practices generally
accepted in the jurisdiction of incorporation of the relevant Group Company; and1.3
    
    save to the extent inconsistent with or contradictory to paragraphs 1.1 and 1.2, in
accordance with GAAP as at the Completion Date.2
    
    Specific Accounting Policies2.1
    
    The Net Current Asset Statement shall be drawn up on a going concern basis as at
2400 hours (CET) at the end of the Completion Date on a basis consistent with the Management
Accounts (save to the extent inconsistent with the policies set out below) or, if completed in
time, in respect of the relevant Group Companies, the audited accounts prepared in accordance with
Part 5 of this Schedule 6. No account shall be taken of events taking place or information becoming
available after the date the Seller delivers the Draft Net Current Asset Statement to the
Purchasers pursuant to paragraph 2.1 of Part 2 of this Schedule 6. Events taking place and
information available before that date will only be reflected in the Draft Net Current Asset
Statement if they provide additional evidence of conditions existing at the date of the Net Current
Asset Statement.2.2
    
    The Net Current Asset Statement will exclude any effects of the change of control or
ownership of the Group contemplated by this Agreement. Where judgement is required in determining
the value of assets and liabilities, the Net Current Asset Statement will reflect the decisions of
the management of the Group up to and including the Completion Date and not those of the management
of the Group or the Purchasers after that date.2.3
    
    The Net Current Asset Statement will be prepared on the basis of an aggregation of net
current asset statements drawn up for each Group Company in each case as at 2400 hour (CET) at the
end of the Completion Date and in accordance with the policies set out in this Part 3 of Schedule
6. For the avoidance of doubt, the Seller Retained Costs and the Agreed Reduction shall only be
included once in such aggregation.2.4
    
    The Net Current Asset Statement will exclude any amount estimated to be due (or any
provision) in respect of:
 2.4.1
    
    any losses referred to in Clause 10.4;2.4.2
    
    the re-commissioning of the health club and fitness centre (including swimming pool) at
the Hotel at Munich City Centre; and2.4.3
    
    the installation of fire resistant doors for an elevator in the Hotel at Florence.
 2.5
    
    No amounts shall be included as Current Assets in respect of:
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2.5.1
    
    the refurbishment works listed in:
 (i)
    
    the definition of Seller Retained Costs;(ii)
    
    Clause 5.3 of this Agreement; and(iii)
    
    paragraphs 2.4.2 and 2.4.3 above;
 2.5.2
    
    the proceeds of sale of any fixed assets sold since 1 January 2006 and the process
(other than in respect of the Pre-Sale Reorganisation and transaction set out in paragraph 2.5.3
below but including the sum of 327,751 in respect of payment by the purchaser to the vendor in
respect of working capital to the sale of HI Gent); and2.5.3
    
    the 500,000 receivable from a building contractor as compensation for the business
interruption and loss of 18 parking spaces at the Hotel at HI Amsterdam pursuant to an agreement
dated 22 December 2003, provided that if such 500,000 receivable is received prior to
Completion, then 500,000 shall be included in the Current Assets.
 2.6
    
    The values attributable to each element of the Net Current Asset Statement in respect of:
(i) Holiday Inn Hotelgesellschaft mbH; and (ii) Hochstrasse 3 Hotelgesellschaft MbH shall be
calculated as if the Sellers direct and indirect shareholdings in such companies were 100% (and
not 90%).2.7
    
    The values attributable to each element of the Net Current Asset Statement in respect of:
(i) LIMNA Hotelbetriebsgesellschaft mbH & Co. Verwaltungs KG; (ii) LIMNA Hotelbetriebs GmbH; (iii) BVH Hotelbesitzgesellschaft mbH; and (iv) BVH
Hotelbesitzgesellschaft mbH & Co. Verwaltungs KG shall be in proportion to the direct or indirect
shareholdings and interests of the Sellers in such entities.2.8
    
    The Net Current Asset Statement will take into account any amount estimated to be due to
or by a Group Company to or by a member of the Sellers Group pursuant to the Profit and Loss
Transfer Agreements for the period ending on the Accounting Reference Period End Date (as defined
in Part 5 of this Schedule 6).3
    
    Cash, Stock and Debtors, Deferred Income and Prepayments3.1
    
    Doubtful debtsDoubtful debt provisions will be included applying consistent principles to those used in
the Management Accounts.3.2
    
    DebtorsAll Debtors of the Group Companies as at the Completion Date shall be included.3.3
    
    Stock not includedAny items of Stock which are unsaleable, unusable, spoilt or out of date shall be excluded
from the Stock.
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3.4
    
    Deferred Income and PrepaymentsDeferred Income and Prepayments will be apportioned on a time basis in relation to the period to
which the Deferred Income or the Prepayment relates, as at 2400 hours CET at the end of the
Completion Date.3.5
    
    CashCash shall be determined by reference to the cash book balance used by the Group Companies as
opposed to the Group Companies bank statement balance and shall include any Cash held at the
relevant Property to the extent not included in the cash book balances.4
    
    Current Liabilities4.1
    
    Corporate Income TaxThe recognition of the liability for Taxation (if any) will include all unpaid Tax
liabilities for prior Tax years adjusted to reflect liability for Taxation (if any) arising on
profits generated during the current tax year up to the Completion Date (but in all cases excluding
any Tax taken into account in Accruals or Trade Creditors). Such liability and adjustment will be
calculated on the basis of GAAP and tax rules and practices applied to each Group Company, in the
case of GAAP and save for those Group Companies which were members of a fiscal unity immediately
prior to Completion as if each Group Company were not a member of a group of companies. Where a
Group Company does not terminate its accounting period on Completion, liabilities to Tax and
Reliefs shall be computed as if the period commencing on the date after the end of the last
accounting period before Completion in relation to which Tax has been computed for the relevant
Group Company and ending on Completion, was a period by reference to which a Tax return fell to be
made to the relevant Tax Authority.4.2
    
    Inter-Company Trading AmountsInter-Company trading amounts so far as they are solely between Group Companies shall be deemed to
be reconciled to zero at the Completion Date.4.3
    
    Trade CreditorsAll Trade Creditors of the Group Companies as at the Completion Date shall be included.4.4
    
    Deferred TaxDeferred Tax shall not be treated as a current liability.
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Part 4
Pro forma Net Current Asset Statement
 Pro forma Net Current Asset Statement in respect of the Net Current Assets Amount
 Asset/Liability
    
    Amount ()
    
    Amount ()Current AssetsDebtors
    
    
    Stock
    
    
    Inter-Group Receivables
    
    
    Cash
    
    
    LessCurrent LiabilitiesTrade Creditors
    
    
    (
    )Inter-Group Payables
    
    
    (
    )Corporate Income Tax
    
    
    (
    )(
    )LessSeller Retained Costs
    
    
    (
    )Agreed Reduction
    
    
    (280,000
    )Net Current Assets/(Liabilities) Amount
    
    
    
    
    
    
    /(
    )
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Part 5
Profit and Loss Transfer Agreements Adjustment
 1
    
    The actual amounts due to or by any Group Company to or by a member of the
Sellers Group pursuant to the Profit and Loss Transfer Agreements for the period ending on the
Accounting Reference Period End Date shall be determined by the Principal Seller on the basis of
the audited accounts of the relevant Group Companies (Short Accounting Year Audited Accounts)for
the period ending on the Accounting Reference Period End Date.2
    
    The Principal Seller shall produce or procure the production of the Short Accounting
Year Audited Accounts consistent with the Audited Accounts, using the same accounting principles,
policies and practices, and in accordance with the law and applicable standards, principles and
practices generally accepted in Germany.3
    
    In order to allow the Principal Seller to prepare the Short Accounting Year Audited
Accounts the Principal Purchaser shall:3.1
    
    keep up-to-date and make available to the Principal Seller and its representatives its
books and records relating to the Group Companies (with the right to take copies at the Principal
Sellers cost) during normal office hours and co-operate with it with regard to the calculation
and review of the draft of the Short Accounting Year Audited Accounts;3.2
    
    insofar as it is reasonable to do so, make available the services of the employees of the
relevant Group Companies to assist the Principal Seller and its representatives to undertake
the matters contemplated by paragraph 2; and3.3
    
    provide or ensure the provision of all other information and assistance which may
reasonably be requested by the Principal Seller.4
    
    The parties agree that the Group Companies auditors (being Ernst & Young LLP (EY))
shall be instructed by the Group Companies to carry out a statutory audit of such accounts of the
relevant Group Companies for the short accounting period and both parties agree to provide EY with
(or procure the provision to EY of) all such papers, records and other documentation and assistance
that EY requires in order that it may complete the audit of the Group Companies. The parties agree
that the cost of production of the Short Accounting Year Audited Accounts and of the audit thereof
is to be shared equally between the Principal Seller and the Principal Purchaser.5
    
    To the extent that the amounts due to or by any Group Company to or by any member of the
Sellers Group pursuant to the Profit and Loss Transfer Agreements, as determined in accordance
with this Part 5 of Schedule 6, differ from the aggregate of: (i) any amounts already paid; and
(ii) any amounts taken into account in the preparation of the Net Current Asset Statement, in each
case pursuant to the Profit and Loss Transfer Agreements in respect of the period ending at
Completion, an appropriate adjustment shall be made to the consideration payable for the Shares
under this Agreement and a payment shall be made by the Principal Purchaser to the Principal Seller
or by the Principal Seller to the Principal Purchaser accordingly.6
    
    Accounting Reference Period End Datemeans the date between the date hereof and the
Completion Date on which an accounting period for the Group Companies who are party to the Profit
and Loss Transfer Agreements, ends.
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Schedule 7
European Business Sale Adjustments
(Clause 9.1)
 Part 1
Definitions
  Appointment Notice
 European Business Accruals
 European Business Accrued Income
 European Business Cash
 European Business Deferred Income
 European Business Employees Accruals
 European Business Guest Accounts
 European Business Guest Deposits
 European Business Prepayments
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European Business Stock
 Health Club Membership Fees
 Purchasers Disagreement Notice
 Reporting Accountants
 Sellers Disagreement Notice
 Spanish Business Advanced Taxes
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Part 2
Determination and Confirmation of European Business Net Assets
 1
    
    Stock StatementThe Principal Seller shall on the Completion Date produce the Stock Statement as at 2400 (CET)
at the end of the Completion Date as agreed with the Principal Purchaser.2
    
    Submission of the European Business Net Asset Statement2.1
    
    European Business Net Asset StatementThe Principal Seller shall use its reasonable endeavours to procure that, as soon as
practicable following the Completion Date (and in any event on or before the day that is 30
Business Days following the Completion Date), it prepares and delivers to the Principal Purchaser
the European Business Net Asset Statement for the each of Spanish Business, Austrian Business and
German Business, and in aggregate as at the Completion Date provided that if pursuant to Clause
4.4, the Austrian Business is not to be transferred, the European Business Net Asset Statement
shall exclude the Austrian Business:
 2.1.1
    
    including the aggregate of the Spanish Business Stock, Austrian Business Stock and
German Business Stock values determined in accordance with paragraph 1 of this Part 2 of this
Schedule 7;2.1.2
    
    in accordance with the principles and methodology set out in Part 3 of this Schedule 7;
and2.1.3
    
    in the format of the pro forma European Business Net Asset Statement set out in Part 4
of this Schedule 7.
 3
    
    Access to InformationIn order to allow the Principal Seller to prepare, and the Principal Purchaser to review, the
European Business Net Asset Statement:3.1
    
    the Principal Purchaser shall:
 3.1.1
    
    keep up-to-date and make available to the Principal Seller and its representatives its
books and records relating to the European Business (with the right to take copies) during normal
office hours and co-operate with it with regard to the calculation and review of the draft European
Business Net Asset Statement;3.1.2
    
    insofar as it is reasonable to do so, make available the services of the employees of
the European Business to assist the Principal Seller and its representatives to undertake the
matters contemplated by this paragraph 3; and3.1.3
    
    provide or ensure the provision of all other information and assistance which may
reasonably be requested by the Principal Seller.
 3.2
    
    The Principal Seller shall procure that after the preparation of the draft European
Business Net Asset Statement, it shall give the Principal Purchaser and its representatives access
to the working papers and files (with the right to take copies at the Principal Purchasers
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expense) and personnel which or who are relevant to the review of the draft European Business Net
Asset Statement by the Principal Purchaser or its representatives subject to the Purchasers
providing or procuring the provision of any hold harmless undertaking that the Principal Sellers
accountants may require.4
    
    Preparation4.1
    
    Within 30 Business Days of receipt by the Principal Purchaser of the draft
European Business Net Asset Statement, the Principal Purchaser may serve a Purchasers
Disagreement Notice and attach a schedule of those items in respect of which it disagrees with the
draft European Business Net Asset Statement together with reasons for the disagreement in
reasonable detail. In the absence of such notice, the draft European Business Net Asset Statement
shall become the European Business Net Asset Statement and shall be final and binding on the
parties for all purposes.4.2
    
    If the Principal Purchaser gives a valid Purchasers Disagreement Notice, the Principal
Seller may serve a Sellers Disagreement Notice stating its reasons for disagreement (in reasonable
detail) with the Purchasers Disagreement Notice within 10 Business Days of receipt by the
Principal Seller of the Purchasers Disagreement Notice. If the Principal Seller does not serve
such a valid Sellers Disagreement Notice, the draft European Business Net Asset Statement as
amended to reflect the matters specified in the Purchasers Disagreement Notice shall be the
European Business Net Asset Statement and shall be final and binding on the parties for all
purposes. Within a further 10 Business Days from the date of the Purchasers Disagreement Notice,
the Principal Seller and the Principal Purchaser shall attempt in good faith to reach agreement in
respect thereof and if they are unable to do so then either the Principal Seller or the Purchasers
may, by notice to the other, give an Appointment Notice. The Principal Purchaser shall procure that
after the service of a Purchasers Disagreement Notice, it shall give the Principal Seller and its
accountants access to the Purchasers accountants working papers and files (with the right to take
copies at the Principal Sellers expense) and personnel which or who are relevant to the review of
the Purchasers Disagreement Notice by the Principal Seller or its accountants.4.3
    
    Except to the extent that the parties agree otherwise, the Reporting Accountants shall
determine their own procedure but:
 4.3.1
    
    apart from procedural matters and as otherwise set out in this Agreement shall determine
only:
 (i)
    
    whether any of the arguments for an alteration to the draft European Business Net Asset
Statement put forward in the Principal Sellers Disagreement Notice or the Purchasers Disagreement
Notice is correct in whole or in part; and(ii)
    
    if so, what alterations should be made to the draft European Business Net Asset Statement in
order to correct the relevant inaccuracy in it;
 4.3.2
    
    shall apply the accounting policies, principles, practices, terms and conditions,
methods and bases referred to in this Schedule 7;4.3.3
    
    shall make their determination pursuant to paragraph 4.3.1 above as soon as is
reasonably practicable;
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4.3.4
    
    the procedure of the Reporting Accountants shall:
 (i)
    
    give the parties a reasonable opportunity to make written and oral representations to them;(ii)
    
    require that the parties supply each other with a copy of any written representations at the
same time as they are made to the Reporting Accountants; and(iii)
    
    permit each party to be present while oral submissions are being made by any other party;
 4.3.5
    
    for the avoidance of doubt, the Reporting Accountants shall only address and resolve
differences of the parties and shall not otherwise be entitled to determine the scope of their own
jurisdiction; and4.3.6
    
    there is no presumption that the treatment of any matter in dispute should or should not
be changed from that in draft European Business Net Asset Statement and no objection should be made
to any matter raised by the Purchasers Disagreement Notice on the grounds that the matter in
respect of which such notice is raised is below any materiality level which might otherwise apply.
 4.4
    
    The determination of the Reporting Accountants pursuant to paragraph 4.3.1 shall: (i) be
made in writing and sent to the parties at such time as they shall determine; and (ii) unless
otherwise agreed by the parties, include reasons for each relevant determination.4.5
    
    The Reporting Accountants shall act as experts and not as arbitrators and
their determination of any matter falling within their jurisdiction shall be final and binding on
the parties save in the event of manifest error (when the relevant part of their determination
shall be void and the matter shall be remitted to the Reporting Accountants for correction). In
particular, without limitation their determination shall be deemed to be incorporated into the
draft European Business Net Asset Statement, which, as adjusted, shall then be final and binding on
the Sellers and the Purchasers save as aforesaid.4.6
    
    The parties shall co-operate with the Reporting Accountants and comply with their
reasonable requests made in connection with the carrying out of their duties under this Agreement.
In particular, without limitation: (i) the Purchasers shall keep up to date and, subject to
reasonable notice, make available to the Principal Seller, the Principal Sellers representatives
and the Reporting Accountants its books and records relating to the European Business during normal
office hours during the period from the appointment of the Reporting Accountants down to the making
of the relevant determination; and (ii) during such period the Principal Seller shall and shall
procure that its representatives shall subject to the Purchasers providing or procuring the
provision of any hold harmless undertaking that the Principal Sellers accountants may reasonably
require and subject to reasonable notice make available to the Principal Purchaser,
the Purchasers representatives and the Reporting Accountants the working papers and files
relating to the preparation of the draft European Business Net Asset Statement.4.7
    
    Subject to paragraph 4.9, nothing in this paragraph 4 shall entitle a party or the
Reporting Accountants access to any information or document which is protected by
legal professional privilege, or which has been prepared by the other party or its accountants and
other professional advisers with a view to assessing the merits of any claim or argument.
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4.8
    
    A party shall not be entitled by reason of paragraph 4.9 to refuse to supply such
part or parts of documents as contain only the facts on which the relevant claim or argument is
based.4.9
    
    Each party shall, and shall procure that its accountants and other advisers shall, and
shall instruct the Reporting Accountants to keep all information and documents provided to them
pursuant to this paragraph 4 confidential and shall not use the same for any purpose, except for
disclosure or use in connection with the preparation of the European Business Net Asset Statement,
the proceedings of the Reporting Accountants or another matter arising out of this Agreement or in
defending any claim or argument or alleged claim or argument relating to this Agreement or its
subject matter.5
    
    InterestIf the Principal Purchaser serves a Purchasers Disagreement Notice on the Principal Seller, in
accordance with paragraph 4.1 of this Part 2 of this Schedule 7, any payments to be made in
accordance with Clause 9.2 (Adjustment to Consideration) to the extent not paid on or before the
Purchasers Disagreement Notice shall include interest thereon calculated from the date of
receipt by the Principal Seller of the Purchasers Disagreement Notice to the date of payment at a
rate per annum of 2 per cent above the base rate from time to time of EONIA (calculated on basis of
the rate published on the date such payment was due (or if not published on such date, the next
date on which it is published)). Such interest shall accrue from day to day.
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Part 3
Accounting policies to be adopted in the European Business Net Asset
Statement
 1
    
    Preparation of ValuationThe European Business Net Asset Statement and any element of it shall be prepared in
accordance with the policies that are referred to, and in the order of priority shown, in this
paragraph 1:1.1
    
    in accordance with the provisions of this Part 3 of Schedule 7;1.2
    
    save to the extent inconsistent with or contradictory to paragraph 1.1, on a basis
consistent with the Audited Accounts, using the same accounting principles, policies and practices,
and in accordance with the law and applicable standards, principles and practices generally
accepted in Spain, Germany and Austria (as applicable); and1.3
    
    save to the extent inconsistent with or contradictory to paragraphs 1.1 and 1.2, in
accordance with Spanish, German or Austrian GAAP (as applicable) as at the Completion Date.2
    
    Specific Accounting Policies2.1
    
    The European Business Net Asset Statement shall be drawn up on a going concern
basis as at 2400 hours (CET) at the end of business on the Completion Date on a basis consistent
with the Management Accounts (save to the extent inconsistent with the policies set out below). No
account shall be taken of events taking place or information becoming available after the date the
Principal Seller delivers the draft European Business Statement to the Purchasers pursuant to
paragraph 2.1 of Part 2 of this Schedule 7. Events taking place and information available before
that date will only be reflected in the draft European Business Net Asset Statement if they provide
additional evidence of conditions existing at the European Business Net Asset Statement Date.2.2
    
    The European Business Net Asset Statement will exclude any effects of the change of
control or ownership of the European Business contemplated by this Agreement. Where judgement is
required in determining the value of assets and liabilities, the European Business Net Asset
Statement will reflect the decisions of the Business Seller and the management of the European
Business up to and including the Completion Date and not those of the management of the European
Business or the Purchasers after that date.2.3
    
    The European Business Net Asset Statement will be prepared on the basis of aggregated net
current asset statements for each of the Spanish Business, the Austrian Business and the German
Business in each case drawn up as at 2400 (CET) at the end of the Completion Date and in accordance
with the policies set out in this Part 3 of Schedule 7.3
    
    European Business Cash, Stock, Deferred Income and Prepayments3.1
    
    Stock not includedAny items of European Business Stock which are unsaleable, unusable, spoilt or out of date shall be
excluded from the European Business Stock.
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3.2
    
    Deferred Income and PrepaymentsEuropean Business Deferred Income and European Business Prepayments will be apportioned on a time
basis in relation to the period to which the European Business Deferred Income or the European
Business Prepayment relates, as at 2400 hours CET at the end of the Completion Date.
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Part 4
Pro forma European Business Net Asset Statement
 Pro forma European Business Net Asset Statement in respect of the European Business Net Assets
Amount
 Asset/Liability
    
    Amount ()
    
    Amount ()Current AssetsEuropean Business Cash
    
    
    European Business Stock
    
    
    European Business Guest Accounts
    
    
    European Business Prepayments
    
    
    European Business Accrued Income
    
    
    LessCurrent LiabilitiesEuropean Business Guest Deposits
    
    
    (
    )European Business Employees Accruals
    
    
    ()/European Business Accruals
    
    
    (
    )European Business Deferred Income
    
    
    (
    )(
    )European
Business Net Assets/(Liabilities) Amount
    
    
    
    
    
    
    /(
    )
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Schedule 8
Warranties given by the Sellers
(Clause 10)
 1
    
    Corporate Information1.1
    
    The Shares and the Group Companies
 1.1.1
    
    Each Share Seller is entitled to sell and transfer to the Purchasers the full legal
and beneficial ownership of the Shares set opposite its name in column 2 to Schedule 1 free from
all Encumbrances on the terms of this Agreement without the consent of any other party.1.1.2
    
    The Shares set opposite the Share Sellers names in column 2 to Schedule 1 have been
properly and validly issued and allotted and are each fully paid.1.1.3
    
    Each Group Company is the sole legal and beneficial owner of all the issued and allotted
shares in the Group Companies set out against their names in Part 1 of Schedule 2 and in the
Subsidiaries in Part 2 of Schedule 2 free from all Encumbrances.1.1.4
    
    The shares in the Subsidiaries comprise the whole of the issued and allotted share
capital of the Subsidiaries, have been properly and validly issued and allotted and each are fully
paid.1.1.5
    
    No person has the right (whether exercisable now or in the future and whether contingent
or not) to call for the allotment, conversion, issue, registration, sale or transfer, amortisation
or repayment of any share capital or any other security giving rise to a right over, or an interest
in, the capital of any Group Company under any option, agreement or other arrangement (including
conversion rights and rights of pre-emption).1.1.6
    
    The Shares and the shares in the Subsidiaries have not been and are not listed on any
stock exchange or regulated market.1.1.7
    
    No Group Company has any interest in, or has agreed to acquire, any share capital or
other security referred to in paragraph 1.1.5 of any other company (wherever incorporated),
association or partnership, other than: (a) the Group Companies and Subsidiaries set out in
Schedule 2; or (b) an interest of less than 0.1 per cent in companies listed on any stock exchange
or in regulated investment funds which, in either case, the Group Company holds for cash management
purposes.1.1.8
    
    The particulars contained in Schedule 2 are true and accurate.1.1.9
    
    No Group Company has, outside its country of incorporation, any branch or permanent
establishment.
 1.2
    
    Insolvency etc.
 1.2.1
    
    No Group Company is insolvent under the laws of its jurisdiction of incorporation or
otherwise unable to pay its debts as they fall due, nor is it the subject of a provisional stay of
actions nor of voluntary settlement proceedings; and, so far as
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the Sellers are aware, there is no reason why any Group Company should become the subject of
such measures or proceedings.1.2.2
    
    There are no proceedings in relation to any compromise or arrangement with creditors
or any winding up, bankruptcy or other insolvency proceedings concerning any Group
Company or the European Business and so far as the Sellers are aware, no events have occurred
which, under applicable laws, would justify such proceedings.1.2.3
    
    So far as the Sellers are aware, no steps have been taken to enforce any security over
any assets of any Group Company or the European Business and no event has occurred to give the
right to enforce such security.
 1.3
    
    Constitutional Documents, Corporate registers and minute books
 1.3.1
    
    The constitutional documents in the Data Room are true and accurate copies of the
constitutional documents of the Group Companies and, so far as the Sellers are aware, there have
not been and are not any breaches by any Group Company of its constitutional documents which would
have a material adverse effect on the business of the Group.1.3.2
    
    The registers and minute books required to be maintained by each Group Company
under the law of the jurisdiction of its incorporation:
 (i)
    
    are up-to-date;(ii)
    
    are maintained in accordance with applicable law; and(iii)
    
    contain records of all matters required to be dealt with in such books and records.
 1.3.3
    
    All registers and books referred to in paragraph 1.3.2 are in the possession (or under
the control) of the relevant Group Company.1.3.4
    
    All filings, publications, registrations and other formalities required by applicable
law to be delivered or made by the Group Companies to company registries in each relevant
jurisdiction have been duly delivered or made on a timely basis.1.3.5
    
    Each Group Company has full capacity and corporate powers to hold or rent its property
and carry on its activity as it is carried on at the date of this Agreement.1.3.6
    
    There are no powers of attorney nor other authority to bind or commit any Group Company
to any obligation not in the ordinary course of the relevant Group Companys business in force
given by any of the Group Companies to any person who is not a director or employee of a Group
Company.
 2
    
    Audited Accounts2.1
    
    Latest Audited AccountsThe audited accounts of the Group Companies for the financial period ended on the Accounts
Date have been prepared:
 2.1.1
    
    in accordance with applicable law and with the accounting principles, standards and
practices generally accepted at the Accounts Date; and
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2.1.2
    
    subject to paragraph 2.1.1, on a basis consistent, in all material respects, with that
adopted in preparing the audited accounts of such Group Companies for the previous two financial
years,
 so as to give a true and fair view of the state of affairs of the Group Companies at the Accounts
Date and of the profits or losses for the period concerned.2.2
    
    Management Accounts and Aggregated Financial SummaryThe Management Accounts and the Aggregated Financial Summary have been prepared with due
care in accordance with USALI applied on a consistent basis, it being acknowledged: (i) that the
Management Accounts have been prepared for internal purposes only and have not been audited; (ii)
that the Management Accounts are interim accounts where cut-off and closing procedures are usually
not performed to the same standard as for year-end accounts and where income and expenses may not
be fully reflected in the Management Accounts relating to the period in which they were incurred;
and (iii) that the Aggregated Financial Summary is extracted from the management accounts of the
Hotels for the relevant period (which have been prepared on the same basis as the Management
Accounts) and has not been audited.2.3
    
    Off-balance Sheet CommitmentsExcept as disclosed in the Accounts, no Group Company has outstanding any loan capital, nor
has it factored, discounted or securitised any of its debts, nor has it engaged in any financing of
a type which would not be required to be shown or reflected in its audited accounts.2.4
    
    Since the Accounts DateSince the Accounts Date and up to the date hereof:
 2.4.1
    
    the business of the Group has been carried on as a going concern in the ordinary course,
without any material interruption or material alteration in its nature, scope or manner;2.4.2
    
    no material capital commitments (other than in relation to the ongoing construction work
at Holiday Inns Munich City Centre) have been entered into by any Group Company or any Business
Seller (in relation to the European Business) other than is contemplated by such Group Companys or
Business Sellers (in relation to the European Business) capital budget. For these purposes
a material capital commitment is one involving capital expenditure of over 500,000 exclusive
of VAT for any Hotel or 5,000,000 exclusive of VAT for all the Hotels;2.4.3
    
    no Group Company has declared, made or paid any dividend or other distribution of
profits or assets to the Sellers;2.4.4
    
    no Group Company has issued or agreed to issue any share capital or any other security
giving rise to a right over its capital; and2.4.5
    
    no Group Company has redeemed or purchased or agreed to redeem or purchase any of its
share capital;2.4.6
    
    no Group Company has incurred any outstanding any loan capital, nor has it factored,
discounted or securitised any of its debts, nor has it engaged in any
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financing of a type which would not be required to be shown or reflected in its audited accounts;2.4.7
    
    no Group Company has modified or agreed to modify, in any manner whatsoever, the
remuneration or benefits granted to its employees (other than in the ordinary course of business);2.4.8
    
    no Group Company has settled any dispute for an amount greater than 100,000; and2.4.9
    
    no Group Company has transferred, pledged, leased or granted a permit over its assets to
third parties in each case for an individual amount greater than 50,000 or for an aggregate
amount greater than 1,000,000.
 3
    
    Guarantees3.1
    
    Summary details of all outstanding guarantees, indemnities, suretyship,
mortgages, pledges, assignments, liens or security given other than in the ordinary course of
business:
 3.1.1
    
    by any Group Company or any Business Seller (in relation to the European Business); or3.1.2
    
    for the benefit of any Group Company or the European Business, in excess of 100,000
are disclosed in the Data Room.
 3.2
    
    No Group Company has any outstanding or available financial facilities (which for the
avoidance of doubt shall exclude any occupational leases and operating leases in the ordinary
course) owed to or made available by any person which is not a Group Company or a member of the
Sellers Group.4
    
    Properties4.1
    
    General
 4.1.1
    
    The Properties comprise all the land and buildings owned, leased or occupied by a
member of the Group.4.1.2
    
    The Group Company and the relevant Business Seller named in Schedule 3 as owner of a
Property is the legal owner of and beneficially entitled to the whole of the proceeds of sale of
that Property.4.1.3
    
    The information contained in Schedule 3 as to the tenure of the Properties and the
details set out therein are true and accurate.4.1.4
    
    No Group Company has any actual or contingent liability in respect of any estate or
interest in real property whether arising as original tenant, assignee, guarantor or otherwise,
other than in respect of the Properties or any properties forming part of the Pre-Sale
Reorganisation.
 4.2
    
    Material Issues Reports on TitleSo far as the Sellers are aware, the deeds, documents and information supplied to the Sellers
Property Lawyers for the purpose of preparation of the Material Issues Reports on Title were when
supplied and remain now complete and correct in all material respects and
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so far as the Sellers are aware the information contained in the Material Issues Reports on
Title is complete and accurate in all material respects.4.3
    
    PropertiesPossession and occupation
 4.3.1
    
    A member of the Group or a Business Seller is in actual occupation and possession of
the whole of each of the Properties, none of which is vacant, and (except by virtue of the Letting
Documents) no other person is in or actually or conditionally entitled to possession, occupation,
use or control of any of the Properties.
 Title
 4.3.2
    
    There is no financial charge, mortgage or other security interest in or over or
affecting any of the Properties.4.3.3
    
    No Properties are affected by a subsisting contract for sale.4.3.4
    
    Each Group Company or Business Seller has in its possession or unconditionally held to
its order all the original documents of title and other documents and papers relating to the
Property owned or leased by it.
 Notice of breach of encumbrances
 4.3.5
    
    No member of the Group and no Business Seller has received written notice of any breach
of any covenants, obligations, title conditions, restrictions, stipulations or other matters set
out or referred to in the deeds and documents relating to the Properties which notice remains
outstanding.
 Notices
 4.3.6
    
    No notices materially affecting any property matter in respect of the Properties have
been given by any Seller or any Group Company and no such notices have been received by any Seller
or any Group Company the subject matter of which would have a material adverse effect on the
continued use of the Property as a hotel.
 Leasehold Properties
 4.3.7
    
    In relation to such of the Properties as are leasehold:
 (i)
    
    no written notice alleging any breach of the covenants or obligations contained in the Lease,
whether on the part of the landlord or the tenant, remains outstanding;(ii)
    
    the Sellers have not received any notice with respect to any revision of rent, and so far as
the Sellers are aware, no revision of rent is to take place except as provided for in the Leases;(iii)
    
    no collateral assurances, undertakings or concessions have been made in writing, so as to be
legally enforceable, by any party to the Leases;(iv)
    
    so far as the Sellers are aware, no undocumented collateral assurances, undertakings or
concessions have been made by any party to the Leases;
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(v)
    
    the last instalments of rent, additional rent, service charge (if any) and of all other
payments due under such Leases respectively have been paid and were accepted by the landlord or its
agents without qualification and no such payments are in dispute;(vi)
    
    all steps in rent reviews have been duly taken and no rent reviews are or should be currently
under negotiation or the subject of a reference to an expert or arbitrator or the Courts; and(vii)
    
    no notice of forfeiture under applicable law has been served on any Group Company.
 Material
Letting Documents
 4.3.8
    
    In relation to any Material Letting Documents:
 (i)
    
    no collateral assurances, undertakings or concessions have been made in writing, so as to be
legally enforceable, by any party to the Material Letting Documents and no surety or tenant or
licensee has been expressly released from any obligation;(ii)
    
    so far as the Sellers are aware, no undocumented collateral assurances, undertakings or
concessions have been made by any party to the Material Letting Documents;(iii)
    
    all rent, additional rent, service charge or other payments under the Material Letting
Documents have been paid to date and no rent has been commuted, waived or paid in advance of the
due date for payment and no such payment is in dispute;(iv)
    
    all steps in rent reviews have been duly taken and no rent reviews are or should be currently
under negotiation or the subject of a reference to an expert or arbitrator or the Courts;(v)
    
    no written notice alleging any breach of any covenant (or obligation) or condition contained in
the Material Letting Documents, whether on the part of the landlord or the tenant, remains
outstanding; and(vi)
    
    so far as the Sellers are aware, there has been no sub-letting, parting with possession or
sharing of occupation by any tenant who occupies any part of the Properties under the Material
Letting Documents.
 Disputes
 4.3.9
    
    There are no current material disputes relating to or in respect of any of the
Properties and so far as the Sellers are aware, none are anticipated.4.3.10
    
    No Group Company and Seller has, in relation to any Property, made any claim or complaint
in relation to any neighbouring property or its use or occupation which claim or complaint
continues to subsist, and so far as the Sellers are aware, none are anticipated.
 Planning
and zoning matters
 4.3.11
    
    So far as the Sellers are aware, during the period of three years immediately prior to
the date of this Agreement no development at the Properties has been
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undertaken in breach of the relevant planning and zoning legislation or regulations and no
notice has been received by the Sellers of any such breach.
 Title
documents
 4.3.12
    
    The Sellers have provided in the Data Room true and complete copies of all deeds and
documents relevant to the title of any member of the Sellers Group or any Business Seller to any
of the Properties.
 4.4
    
    Construction
 4.4.1
    
    As at the date of this Agreement, in respect of the Properties (other than Holiday Inns
Munich City Centre) there are no building, construction, refurbishment, repair or engineering works
in progress nor are there any individual contracts in respect of which a Group Company or a member
of the Sellers Group continue to have obligations in each case with an individual contract value
in excess of 1,000,000 other than those set out in the Disclosure Letter.4.4.2
    
    The Sellers have provided in the Data Room true and complete copies of all building
contracts and appointments affecting the Properties which have an individual contract value in
excess of 1,000,000 and which have been entered into in the last three years immediately prior
to the date of this Agreement.4.4.3
    
    In this paragraph 4.4.3, the expression Construction Documentationshall mean building
contracts relating to the Properties: (i) in respect of which a certificate of practical completion
was issued in the last three years immediately prior to the date of this Agreement; and/or (ii)
relating to works in progress and Relevant Claimshall mean a written claim the value of which is
in excess of 250,000.In respect of the Construction Documentation there are no outstanding:
 (i)
    
    Relevant Claims for financial compensation, extension of time or variation;(ii)
    
    Relevant Claims against any member of the Sellers Group or any Group Company by any
counterparty to the Construction Documentation alleging failure by the relevant member of the
Sellers Group or Group Company to perform its obligations under the relevant Construction
Documentation; or(iii)
    
    Relevant Claims against any counterparty to the Construction Documentation for failure by
such counterparty to perform any obligation of that counterparty under the Construction
Documentation.
 4.5
    
    InterpretationIf any term used in this paragraph 4 is specific to laws within a particular jurisdiction, it shall
be taken to refer to the equivalent (or nearest equivalent) provision or legislation in the
jurisdictions for each of the remaining Properties.5
    
    Ownership of Assets5.1
    
    OwnershipAll assets included in the Audited Accounts or acquired by any of the Group Companies or any
Business Seller since the Accounts Date, other than the Properties, and any assets disposed of or
realised in the ordinary course of business, and excepting rights and
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5.1.1
    
    are owned by the Group Companies and the Business Sellers;5.1.2
    
    are, where capable of possession, in the possession or under the control of the relevant
Group Company or Business Seller; and5.1.3
    
    none of such assets is the subject of an Encumbrance or the subject of any factoring
arrangement, conditional sale or credit agreement.
 5.2
    
    Leased AssetsThe Disclosure Letter contains the list of Group Company and European Business leased assets
(excluding Properties) with a lease cost of at least 50,000 per annum.6
    
    Information Technology, Data Protection and Intellectual Property6.1
    
    DefinitionsFor the purposes of this paragraph 6:Group ITmeans all Information Technology which is owned by any Group Company or any Business
Seller or which has in the last two years been used in connection with the business of any Group
Company or the European Business other than Retained IT;Information Technologymeans computer systems, communication systems, software and hardware;Material Intellectual Propertymeans all rights and interests held by any of the Group Companies
or any Business Seller in Intellectual Property (whether as owner, licensee or otherwise) which at
or immediately before Completion is used exclusively in relation to the Group and which is material
to the business of the Group; andRetained ITmeans Information Technology owned by, or licensed to, the Sellers Group.Information Technology6.2
    
    OwnershipEach of the Group IT is owned by or licensed to the relevant Group Company or Business Seller.6.3
    
    StatusAll arrangements relating to, and licences of, Group IT which is material to the business of the
Group are summarised in the Data Room and:
 6.3.1
    
    are in full force and effect, no notice having been given by either side to terminate
them;6.3.2
    
    no circumstances exist or have existed which would entitle a party to terminate them,
vary them and/or make a claim for money or a money equivalent in respect of them; and6.3.3
    
    so far as the Sellers are aware the obligations of the parties thereto have been fully
complied with,
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and no disputes have arisen or are foreseeable in respect of those arrangements and licences.
 6.4
    
    Failure etc.There are, and in the past two years there have been, no performance reductions or breakdowns of,
or logical or physical intrusions to, any Information Technology or loss of data which have had (or
are having) a material adverse effect on the business of the Group or the European Business and the
Sellers are not aware of any fact or matter which may give rise to such a material adverse effect.6.5
    
    ProtectionThe Group have in place procedures which are in accordance with current good industry practice:
 6.5.1
    
    to prevent unauthorised access to and the introduction of viruses and other contaminants
into the Group IT;6.5.2
    
    to take and store back-up copies of the software and data in the Group IT; and6.5.3
    
    to ensure that the business of the Group Companies and the European Business can
continue without material disruption in the event of breakdown or performance reduction of the
Group IT or loss of data, whether due to natural disaster, power failure or otherwise.
 Data Protection6.6
    
    ComplianceIn the last two years each Group Company and each Business Seller (in respect of the European
Business) has complied in all material respects with all applicable requirements of any data
protection legislation in the jurisdiction of its incorporation.6.7
    
    RegulatorsIn the last two years no notice alleging non-compliance with any applicable data protection
legislation (including any enforcement notice, deregistration notice or transfer prohibition
notice) has been received by any of the Group Companies or any Business Seller (in respect of the
European Business) from any relevant regulator.6.8
    
    UndertakingsIn the last two years no undertaking has been made in relation to data protection legislation by
any Group Company or any Business Seller (in respect of the European Business) to any relevant
regulator.6.9
    
    Notices etc.In the last two years so far as the Sellers are aware, no correspondence, dispute, enquiry or
information notice has been made or audit undertaken or proposed by any relevant regulator under
data protection legislation in relation to any Group Company or the European Business.Intellectual Property6.10
    
    Ownership
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6.10.1
    
    All the Material Intellectual Property (whether registered or not) and all pending
applications therefor are (or where appropriate in the case of pending applications, will upon
registration be) legally owned by, licensed to or used under the authority of the owner by the
Group Companies or the Business Sellers.6.10.2
    
    No Material Intellectual Property infringes on any third partys right and the
Sellers have not received any claim with respect to such infringement.
 7
    
    Contracts7.1
    
    ContractsOther than as disclosed in the Data Room, no Group Company or Business Seller is a party to
or subject to any contract, transaction, arrangement, understanding or obligation (other than in
relation to any property, lease or contract of employment) which is material to the business of the
Group and which:
 7.1.1
    
    is not in the ordinary course of business;7.1.2
    
    is not on an arms length basis;7.1.3
    
    is of a long-term nature, that is unlikely to have been fully performed, in
accordance with its terms, more than 12 months after the date on which it was entered into or
undertaken;7.1.4
    
    restricts its freedom to carry on its business in any part of the world in such manner
as it thinks fit so as to have a material adverse effect on the Group; or7.1.5
    
    involves the supply of goods and services, the aggregate sales value of which (exclusive
of VAT) will be more than 75,000 for each Hotel.
 7.2
    
    Compliance with Contracts
 7.2.1
    
    So far as the Sellers are aware, the terms of all contracts referred to in
paragraph 7.1 above have been complied with in all material respects by the relevant Group
Companies and the relevant Business Seller;7.2.2
    
    so far as the Sellers are aware, as at the date hereof, no notice of termination or of
intention to terminate has been received in respect of any contract referred to in paragraph 7.1
above and, so far as the Sellers are aware, there are no grounds for rescission, avoidance or
repudiation of any such contract; and7.2.3
    
    summary details of all acquisitions or disposals of businesses or undertakings or shares
(being in each case a transaction with a value of 1,500,000 or more) by any Group Company or
any Business Seller (in respect of the European Business) in the last three years, together with
details of any material actual or contingent liabilities that the Sellers are aware of in
connection with any such disposal or acquisition, are contained in the Data Room.
 7.3
    
    Joint Ventures etc.No Group Company or Business Seller is (in connection with the European Business), or has
agreed to become, a member of any joint venture, consortium, partnership or other
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unincorporated association (other than a recognised trade association in relation to which the
Group Company or the Business Seller has no liability or obligation except for the payment of
annual subscription or membership fees).7.4
    
    Agreements with Connected Parties
 7.4.1
    
    There are no existing contracts or arrangements material to the business of the
Group between, on the one hand, any Group Company or Business Seller and, on the other hand, any
Seller or any other member of the Sellers Group other than on normal commercial terms in the
ordinary course of business.7.4.2
    
    No Group Company or Business Seller (in connection with the European Business) is party
to any contract material to the business of the Group with any current or former employee or
current or former director or officer of any such Group Company or Business Seller or any person
connected with any of such persons, or in which any such person as aforesaid is interested (whether
directly or indirectly), other than on normal commercial terms in the ordinary course of business.
 8
    
    Employees and Employee Benefits8.1
    
    Employees and Terms of Employment
 8.1.1
    
    The Disclosure Letter contains details, in relation to each Hotel at the date of
this Agreement, of:
 (i)
    
    the total number and grades of Relevant Employees;(ii)
    
    the salary and other material contractual benefits, period of continuous employment,
location, grade and age of each Senior Employee; and(iii)
    
    specimen terms and conditions of each grade or category of Relevant Employee.
 8.1.2
    
    Other than the Business Employees, each Relevant Employee is employed by a Group
Company.8.1.3
    
    No Group Company has made an offer which is outstanding to, or is bound by an agreement
to, make any changes to any contractual terms or conditions of employment (as referred to in
paragraphs 8.1.1 (iii) of this Schedule 8) of any of the Relevant Employees.8.1.4
    
    No Relevant Employee is on sick leave which has lasted for eight weeks or more.8.1.5
    
    No Senior Employee is absent on ordinary or additional maternity leave.8.1.6
    
    No offers of employment which are outstanding have been made by any Group Company to, or
accepted by, any individual who is, or would be (if the offer was accepted) a Senior Employee, save
in the ordinary course of business to replace staff.8.1.7
    
    No Group Company is a party to, bound by or proposing to introduce in respect of any of
its directors or Relevant Employees any redundancy payment scheme in addition to statutory
redundancy pay, nor is there any formal policy in place for redundancy selection.
 115




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8.1.8
    
    No Group Company has incurred any liability which remains undischarged at the date of
this Agreement in connection with the termination of employment of any Senior Employee (including
redundancy payments) or for failure to comply with any order for the reinstatement or re-engagement
of any Relevant Employee. At the date of this Agreement there is no outstanding order for the
re-instatement or re-engagement of any of the Relevant Employees or a former employee of a Group
Company.8.1.9
    
    No Group Company is involved in any material industrial or trade dispute or negotiation
with any trade union or other group or organisation representing Relevant Employees and there is no
outstanding liability on the part of the Group Companies or any of them in respect of any such
dispute and so far as the Sellers are aware, at the date of this Agreement there is nothing likely
to give rise to such a dispute or claim.
 8.2
    
    Termination of Employment
 8.2.1
    
    Between 1 January 2006 and the date two Business Days prior to the date of this
Agreement, no Senior Employee has given or received notice terminating his or her employment.8.2.2
    
    Between 1 January 2006 and the date two Business Days prior to the date of this
Agreement, there have been no proposals to terminate the employment of any Senior Employee.
 8.3
    
    Works Councils and Employee Representative BodiesThe Disclosure Letter lists all employee representative bodies which by law or any collective
bargaining agreement have the right to be informed and consulted on matters which affect the
Relevant Employees.8.4
    
    Consultancy ArrangementsNo Group Company is a party to any Consultancy Agreement and there are no proposals for any Group
Company to enter into any Consultancy Agreement.8.5
    
    Collective Bargaining Agreements etc.Other than national collective bargaining agreements or industry-wide collective agreements, the
union recognition agreements, collective agreements and European Works Council agreements listed in
the Disclosure Letter are all the agreements between the Group Companies and trade unions or
representative bodies.8.6
    
    Bonus or other Profit-related SchemesThere are attached to the Disclosure Letter the rules and other documentation relating to all share
incentive, share option, profit sharing, bonus or other incentive arrangements for or affecting any
Relevant Employees or other workers or former employees or other former workers of the Group
Companies in the last 12 months.
 116




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##### 



8.7
    
    Group Retirement Benefit Arrangements
 8.7.1
    
    The Retirement Benefit Arrangements are the only arrangements under which the Group
Companies or the European Business make payments for providing retirement, death, disability
or life assurance benefits except for state or mandatory social security arrangements or mandatory
collective bargaining arrangements to which any of the Group Companies or the European Business
contribute in compliance with any law or regulation.8.7.2
    
    The Retirement Benefit Arrangements comply and have been managed at all times in all
material respects with all legal and regulatory requirements.
 9
    
    Legal Compliance9.1
    
    Licences and Consents
 9.1.1
    
    All licences, consents, authorisations, orders, warrants, confirmations, permissions,
certificates, approvals, registrations and authorities necessary for and material to the carrying
on of the business of the Group Companies and the European Business as now carried on have been
obtained, are in force and are being complied with in all material respects as at the date hereof.9.1.2
    
    None of the Sellers have received any claim notice with respect to those and so far as
the Sellers are aware there is no reason why any of them should be suspended, modified or revoked
(including as a result of the change of control of the Group Companies or the European Business).
 9.2
    
    Compliance with Laws
 9.2.1
    
    So far as the Sellers are aware, there is no investigation disciplinary proceeding or
enquiry by, or order, decree, decision or judgment of, any court, tribunal, arbitrator,
governmental agency or regulatory body outstanding against any Group Company or any Business Seller
or any person for whose acts or defaults it may be vicariously liable which will have a material
adverse effect upon the business of the Group.9.2.2
    
    No Group Company or Business Seller has received any written notice during the past 12
months from any court, tribunal, arbitrator, governmental agency or regulatory body with respect
to a violation and/or failure to comply with any such applicable law or regulation, or requiring it
to take or omit any action which in any case would have a material adverse effect on the business
of the Group.9.2.3
    
    In the last three years, no Group Company has given any financial assistance in
connection with the acquisition of shares which assistance is prohibited under applicable laws.9.2.4
    
    In the last three years, all dividends or distributions declared, made or paid by any
Group Company have been declared, made or paid in accordance with its memorandum and articles of
association and the applicable provisions of the laws of its jurisdiction of incorporation.
 117




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##### 



10
    
    Environment10.1
    
    DefinitionsFor the purposes of this paragraph 10:Environmentmeans all or any of the following media (alone or in combination): air (including the
air within buildings and the air within other natural or man-made structures whether above or below
ground); water (including water under or within land but excluding water in drains or sewers); soil
and land; and any ecological systems and living organisms supported by these media, including man
and his property;Environmental Lawmeans all applicable laws (including, for the avoidance of doubt, common law),
statutes, regulations, statutory guidance notes and final and binding court and other tribunal
decisions of any relevant jurisdiction (including without limitation the laws of the European
Union) in force in the relevant jurisdiction at the date hereof whose purpose is to protect, or
prevent pollution of, the Environment or to regulate emissions, discharges, or releases of
Hazardous Substances into the Environment or to regulate the use, treatment, storage, burial,
disposal, transport or handling of Hazardous Substances, or health and safety laws and all
bye-laws, codes, regulations, decrees or orders issued or promulgated or approved thereunder or in
connection therewith to the extent that the same have force of law at the date hereof but excluding
zoning and planning laws;Environmental Permitmeans any licence, approval, authorisation, permission, notification,
waiver, order or exemption which is issued, granted or required under Environmental Law which is
material to the operation of the business of the Group on or before the date hereof;Hazardous Substancesmeans any natural or artificial substance of any nature (whether in the form
of a solid, liquid, gas or vapour alone or in combination with any other substance) which is
capable of causing harm or damage to the Environment or a nuisance to any person; andRelevant Periodmeans the period commencing two years prior to the date hereof and ending on the
date hereof.10.2
    
    ComplianceSo far as the Sellers are aware, each Group Company and each Business Seller is conducting,
and during the Relevant Period has conducted, the business of the Group in material compliance with
Environmental Law.10.3
    
    PermitsSo far as the Sellers are aware, all Environmental Permits required under Environmental Law:
 10.3.1
    
    have been obtained;10.3.2
    
    are in force; and10.3.3
    
    have been complied with in all material respects during the Relevant Period.
 118




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##### 



10.4
    
    ClaimsNo Group Company or Business Seller has received any written notice during the Relevant Period of
any civil, criminal or regulatory claim or suit relating to Environmental Law or Environmental
Permits which is likely to give rise to a material liability.11
    
    Litigation11.1
    
    Current ProceedingsNo Group Company or Business Seller is involved whether as claimant or defendant or other
party in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry
or arbitration (other than as claimant in the collection of debts arising in the ordinary course of
its business none of which exceeds 500,000) which is material to the business of the Group.11.2
    
    Pending or Threatened ProceedingsSo far as the Sellers are aware, no such claim, legal action, proceeding, suit, litigation,
prosecution, investigation, enquiry or arbitration of material importance is pending or threatened
by or against any Group Company or any Business Seller.11.3
    
    No court orders etcNo Business Seller nor any Group Company is bound by any existing judgments or rulings, and in the
last three years have not given any continuing undertakings arising from legal proceedings to any
court, governmental agency, regulator or third party, which in any case has had a material adverse
effect on the business of Group.12
    
    Insurance12.1
    
    Particulars of Insurances
 12.1.1
    
    Summary particulars of the insurances of the Group Companies and the Business
Sellers material to the business of the Group are contained in the Disclosure Letter to which
summaries of the policies are attached. These summary particulars are accurate and complete.12.1.2
    
    The Sellers warrant that except for the following coverage sections within its public
liability insurances: Financial Loss, Advertising Liability, Libel and Slander and Professional
Indemnity, which coverage sections provide cover on a claims made and notified basis, the Sellers
public liability insurances are arranged on a claims occurring basis.
 12.2
    
    Details on PoliciesIn respect of the insurances referred to in paragraph 12.1:
 12.2.1
    
    all premiums have been duly paid to date;12.2.2
    
    none of the Sellers has received any notification that such insurances are not valid or
enforceable; and
 119




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##### 



12.2.3
    
    all statutory requirements to purchase insurance have been complied with by the Group
Companies and the Business Sellers including any statutory requirements to keep evidence of such
insurance.
 12.3
    
    Claims
 12.3.1
    
    Details of all claims made under the insurances referred to in paragraph 12.1 are set
out in the Disclosure Letter.12.3.2
    
    So far as the Sellers are aware, no Group Company has suffered any damages during the
three last financial years that has given or is reasonably likely to give rise to a material
increase in any insurance premium or deductible for such Group Company.
 13
    
    Tax13.1
    
    Tax Returns and Compliance
 13.1.1
    
    All material registrations, returns, computations, notices and information which
are or have been required to be made or given by each Group Company for any Taxation purpose have
been made or given within the requisite periods and on a proper basis and are up-to-date and
correct and all records required by law to be maintained for Tax purposes have been so maintained.13.1.2
    
    Each Group Company has properly made all material deductions, withholdings and retentions
required to be made in respect of any actual or deemed payment made or benefit provided on or
before the date of this Agreement and has to the extent required by law accounted for all such
deductions, withholdings and retentions.13.1.3
    
    Each Group Company has paid all material Tax which it has become liable to pay and is
not, and has not in the four years ending on the date of this Agreement been, liable to pay a
penalty, surcharge, fine or interest in connection with Tax and, so far as the Sellers are aware,
there are no circumstances by reason of which any Group Company may become liable to pay any
penalty, fine or interest (other than interest under section 233a German General Tax Act) in
connection with Tax.13.1.4
    
    In the last four years ending on the date of this Agreement no Group Company has been
subject to any investigation or non-routine audit or visit by any Tax Authority.
 13.2
    
    Consents, clearancesWithin the last four years ending on the date of this Agreement, no transaction in respect of which
any consent or clearance was required or obtained from any Tax Authority has been entered into or
carried out by any Group Company without such consent or clearance having been properly obtained
and all information supplied to any Tax Authority in connection with any such consent or clearance
fully and accurately disclosed all facts and circumstances material to the giving of such consent
or clearance. Any transaction for which such consent or clearance was obtained has been carried out
only in accordance with the terms of such consent or clearance and the application on which the
consent or clearance was based including any variations or amendments thereto. No facts or
 120




---



##### 



circumstances have arisen since any such consent or clearance was obtained which would cause
the consent or clearance to become invalid or ineffective.13.3
    
    Special arrangementsNo Tax Authority has operated or agreed to operate any special arrangement (being an
arrangement which is not based on relevant legislation or any published practice) in relation to
any Group Companys affairs and which subsists at the date of this Agreement.13.4
    
    Value Added TaxIn relation to the each Group Company:
 13.4.1
    
    it is registered for the purposes of VAT, has been so registered at all times that it
has been required to be registered by VAT legislation in the last four years ending on the date of
this Agreement, and such registration is not subject to any non-statutory conditions imposed by
or agreed with the relevant Tax Authority;13.4.2
    
    it has maintained and obtained at all times complete, correct and up-to-date records,
invoices and other documents (as the case may be) required by the relevant VAT legislation and has
preserved such records, invoices and other documents in such form and for such periods as are
required by VAT legislation; and13.4.3
    
    it is not and has not been treated as a member of a group for the purposes of VAT
legislation, and has not applied for such treatment.
 13.5
    
    Stamp Duty/ Capital Duty
 13.5.1
    
    All documents in the possession or under the control of each Group Company or to
the production of which any Group Company is entitled which establish or are necessary to establish
the title of any Group Company to any asset, or by virtue of which any Group Company has any right,
have been duly stamped and any applicable stamp duties or similar duties or charges in respect of
such documents have been duly accounted for and paid.13.5.2
    
    All duties, fees and penalties payable in respect of the capital of each Group Company
(including any premium over nominal value at which any share was issued) have been duly accounted
for and paid, and there are no circumstances under which any relief obtained against payment of any
such amount could be withdrawn.
 14
    
    Authority and Capacity
 14.1.1
    
    Each of the Sellers and each Group Company is validly existing and is a company
duly incorporated under the law of its jurisdiction of incorporation.14.1.2
    
    Each of the Sellers has the legal right and full power and authority to enter into and
perform this Agreement and any other documents to be executed by it pursuant to or in connection
with this Agreement and to fulfil its obligations pursuant hereto.
 121




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##### 



14.1.3
    
    The documents referred to in paragraph 14.1.2 will, when executed, constitute valid
and binding obligations on each of the Sellers, in accordance with their respective terms.14.1.4
    
    The Sellers have not been and are not insolvent nor are they the subject of any
provisional stay of actions (or similar proceedings), no winding up petition has been issued
against any of the Sellers and so far as the Sellers are aware there is no reason why the Sellers
should be the subject of any such proceedings or decision.14.1.5
    
    Each of the Sellers has taken or will have taken by Completion ail corporate action
required by it to authorise it to enter into and to perform this Agreement and any other documents
to be executed by it pursuant to or in connection with this Agreement.
 122




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##### 



Schedule 9
 Warranties given by the Purchasers and the Purchasers Guarantor
 (Clause 10.4)
 1
    
    Authority and Capacity1.1
    
    IncorporationEach of the Purchasers and the Purchasers Guarantor is validly existing and a
company duly incorporated under the laws of the jurisdiction of its registered office
referred to in Schedule 1.1.2
    
    Authority to Enter into Agreement
 1.2.1
    
    Each of the Purchasers and the Purchasers Guarantor has the legal right and
full
power and authority to enter into and perform this Agreement and any other
documents to be executed by it pursuant to or in connection with this Agreement.1.2.2
    
    The documents referred to in paragraph 1.2.1 will, when executed, constitute
valid
and binding obligations on the Purchasers and the Purchasers Guarantor
respectively in accordance with their respective terms.
 1.3
    
    AuthorisationEach of the Purchasers and the Purchasers Guarantor has taken or will have taken by
Completion all corporate action required by it to authorise it to enter into and perform
this Agreement and any other documents to be executed by it pursuant to or in connection
with this Agreement.2
    
    FinancingThe Purchasers have adequate financial resources and irrevocably committed
facilities in place to satisfy its obligations on Completion to the Sellers under this
Agreement.
 123




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##### 



Schedule 10
Sellers Knowledge 
(Clause 10.1. 5)
 (1)
    
    (2)
    
    (3)Person
    
    Area of Business
    

Sellers WarrantiesMarten Foxon
    
    Senior Vice President Transactions EMEA
    
    All other than TaxMike Goodson
    
    Senior Vice President Capital and Asset
Management
    
    All other than TaxDavid Coles
    
    Vice President  UK Pensions
    
    Pensions (Sellers Warranty 8.7)Colin Garwood
    
    Vice President  Tax
    
    Tax (Sellers Warranty 13)Samantha Ward
    
    Director, Transactions and Asset Management
    
    All other than TaxCatherine Springett
    
    Head of Company Secretariat
    
    Insolvency (Sellers Warranty 1 .2)
Constitutional Documents (Sellers Warranty 1.3)Nigel Stocks
    
    Senior Vice President and General Counsel
EMEA
    
    All other than TaxMarleen Van Nijverseel
    
    Director, HR Policy and Legal Compliance
Director
    
    Employment (Sellers Warranties 8.1 to 8.6)Robin Wicks
    
    Chief Operating Officer
 (Europe Holiday Inn brands)
    
    Contracts (Sellers Warranty 7)
Employment (Sellers Warranties 8.1 to 8.6)
Legal Compliance (Sellers Warranty 9)Andrew Gill
    
    Vice President  Finance & Business Support
Europe
    
    Audited Accounts (Sellers Warranties 2.1 ,
2.2, 2.3 and 2.4)Guarantees (Sellers Warranty 3)Ownership of Assets (Sellers Warranties
5.1 and 5.2)Simon Ford
    
    Vice President  Technical Services
    
    Property (Sellers Warranty 4.4)Jackie Harding
    
    Vice President Business Service Centre
(EMEA)
    
    Audited Accounts (Sellers Warranty 2)Jürg Schmittem
    
    Director BSC Satellite Office
    
    Audited Accounts (Sellers Warranty 2)Annie Brown
    
    Vice President Commercial Development
    
    Leased Assets (Sellers Warranty 5.2)Contracts and Compliance with Agreements
(Sellers Warranties 7.1 and 7.2)Larry Callaghan
    
    Senior Vice President IT (EMEA)
    
    Leased Assets (Sellers Warranty 5.2)Information Technology (Sellers Warranties 6.2, 6.3, 6.4 and 6.5)
 124




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(1)
    
    (2)
    
    (3)Person
    
    Area of Business
    

Sellers WarrantiesHans Hoehener
    
    Director of
Operations CP, HI,
EXHI Hotels France
and Switzerland and
GM HI Paris
République
    
    In respect of France only:
Insolvency (Sellers Warranty 1 .2)
Changes since the Accounts Date (Sellers
Warranty 2.4)
Data Protection (Sellers Warranties 6.6,
6.7, 6.8 and 6.9)Contracts (Sellers Warranty 7)Employment (Sellers Warranties 8.1 to 8.6)Legal Compliance (Sellers Warranty 9)Environment (Sellers Warranty 10)Litigation (Sellers Warranty 11)Luciano Lusardi
    
    Director of
Operations CP, HI,
EXHI Hotels South
and GM HI Madrid
    
    In respect of Italy and Spain only:
Insolvency (Sellers Warranty 1.2)
Changes since the Accounts Date (Sellers
Warranty 2.4)Data Protection (Sellers Warranties 6.6,
6.7, 6.8 and 6.9)Contracts (Sellers Warranty 7)Employment (Sellers Warranties 8.1 to 8.6)Legal Compliance (Sellers Warranty 9)Environment (Sellers Warranty 10)Litigation (Sellers Warranty 11)Rob Spiekerman
    
    Director of
Operations CP, HI,
EXHI Hotels
Austria, Eastern
Europe and Benelux
and GM HI Vienna
South
    
    In respect of Benelux only:
Insolvency (Sellers Warranty 1.2)
Changes since the Accounts Date (Sellers
Warranty 2.4)
Data Protection (Sellers Warranties 6.6,
6.7, 6.8 and 6.9)
Contracts (Sellers Warranty 7)Employment (Sellers Warranties 8.1 to 8.6)Legal Compliance (Sellers Warranty 9)Environment (Sellers Warranty 10)Litigation (Sellers Warranty 11)Joep Peeters
    
    Director of
Operations CP, HI,
EXHI Hotels Germany
and GM HI Munich
City Centre
    
    In respect of Germany only:Insolvency
(Sellers Warranty 1.2)
 125




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##### 



(1)
    
    (2)
    
    (3)Person
    
    Area of Business
    

Sellers WarrantiesChanges since the Accounts Date (Sellers
Warranty 2.4)Data Protection (Sellers Warranties 6,6, 6.7,
6. 8 and 6.9)Contracts (Sellers Warranty 7)Employment (Sellers Warranties 8.1 to 8.6)Legal Compliance (Sellers Warranty 9)Environment (Sellers Warranty 10)Litigation (Sellers Warranty 11)Jean Charles Denis
    
    Area Director,
Finance and
Business Support
    
    In respect of France, Italy and Spain only:
Insolvency (Sellers Warranty 1 .2)
Audited Accounts (Sellers Warranties 2.3, 2.4)Guarantees (Sellers Warranty 3)Leased Assets (Sellers Warranty 5.2)Data Protection (Sellers Warranties 6.6, 6.7,
6.8 and 6.9)Contracts (Sellers Warranty 7)Environment (Sellers Warranty 10)Litigation (Sellers Warranty 11)Matthias Putz
    
    Area Manager,
Finance and
Business Support
    
    In respect of Austria only: Insolvency
(Sellers Warranty 1 .2)
Audited Accounts (Sellers Warranties 2.3, 2.4)Guarantees (Sellers Warranty 3)Leased Assets (Sellers Warranty 5.2)Data Protection (Sellers Warranties 6.6, 6.7,
6.8 and 6.9)Contracts (Sellers Warranty 7)Environment (Sellers Warranty 10)Litigation (Sellers Warranty 11)Arno Oppolzer
    
    Area Director,
Finance and
Business Support
    
    In respect of Germany only:
Insolvency (Sellers Warranty 1 .2)
Audited Accounts (Sellers Warranties 2.3, 2.4)Guarantees (Sellers Warranty 3)Leased Assets (Sellers Warranty 5.2)
 126




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##### 



(1)
    
    (2)
    
    (3)Person
    
    Area of Business
    

Sellers WarrantiesData Protection (Sellers Warranties
6.6, 6.7, 6.8 and 6.9)Contracts (Sellers Warranty 7)Environment (Sellers Warranty 10)Litigation (Sellers Warranty 11)Gisele Ford
    
    Area Director Satellite Office France
    
    In respect of France only:Insolvency (Sellers Warranty 1 .2)Audited Accounts (Sellers Warranty 2)Changes since the Accounts Date
(Sellers Warranty 2.4)Guarantees (Sellers Warranty 3)Data Protection (Sellers Warranties
6.6, 6.7, 6.8 and 6.9)Environment (Sellers Warranty 10)Litigation (Sellers Warranty 11)Paul Berge
    
    Finance
    
    In respect of Benelux only:Insolvency (Sellers Warranty 1 .2)Changes since the Accounts Date
(Sellers Warranty 2.4)Data Protection (Sellers Warranties
6.6, 6.7, 6.8 and 6.9)Contracts (Sellers Warranty 7)Legal Compliance (Sellers Warranty 9)Environment (Sellers Warranty 10)Litigation (Sellers Warranty 11)Enrique Sanchez
    
    Hotel Financial Controller
    
    In respect of Spain only:Insolvency (Sellers Warranty 1 .2)Changes since the Accounts Date
(Sellers Warranty 2.4)Data Protection (Sellers Warranties
6.6, 6.7, 6.8 and 6.9)Contracts (Sellers Warranty 7)Legal Compliance (Sellers Warranty 9)Environment (Sellers Warranty 10)Litigation (Sellers Warranty 11)
 127




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##### 



(1)
    
    (2)
    
    (3)Person
    
    Area of Business
    

Sellers WarrantiesLaura Bianchi
    
    Financial Controller and HI SPA
Coordinator
    
    In respect of Italy only:
Insolvency (Sellers Warranty 1,2)Changes since the Accounts Date
(Sellers Warranty 2.4)Data Protection (Sellers Warranties
6.6, 6.7, 6.8 and 6.9)Contracts (Sellers Warranty 7)Legal Compliance (Sellers Warranty 9)Environment (Sellers Warranty 10)Litigation (Sellers Warranty 11)Arnd Stahl
    
    Area Director Satellite Office Germany
    
    In respect of Germany only: Audited Accounts (Sellers Warranty 2)Patricica Van Eekhout
    
    Area Director Benelux Satellite Office
    
    In respect of Benelux only:Audited Accounts (Sellers Warranty 2)
 128




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##### 



Schedule 11
 Split Contracts
(Clause 15.3.3)
 1
    
    Service Agreement between Intercontinental Hotels Management mbH, Intercontinental
Hotels Betriebsgesellschaft mbH, Holiday Inn Hotelgesellschaft mbH and progros, pro
GroBverbraucher Einkaufsgesellschaft mbH.2
    
    Arrangements relating to the supply of electricity between Holiday Inns BV, International
Hotels BV, Holiday Inns (Eindhoven) BV, Amstel Hotel Maatschappij BV and Rendo
energielevering BV.3
    
    Arrangements relating to the supply of gas between Holiday Inns BV, International Hotels
BV, Holiday Inns (Eindhoven) BV and RWE.
 129




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##### 



Schedule 12
Inter-Group Debt
(Clause 6.4)
 Part 1
Inter-Group Debt owed from the Group Companies to the Sellers Group
 Lender
    

Borrower
    
    Amount BHR Luxembourg S.à r.l.
    
    Airport Garden Hotel NV
    
    
    39,000,000Six Continents Limited
    
    Holiday Inn SpA
    
    
    7,775,000TOTAL
    
    
    46,775,000
 Part 2
Inter-Group Debt owed from the Sellers Group to the Group Companies
  130




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##### 



Schedule 13 
Retirement Benefit Arrangements
 Belgium
 
 Germany
 
 Italy
 
 The Netherlands
 
 General:
  131




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##### 



Schedule 14
Permitted Pre-Completion Actions
(Clause 5.1)
  (i)
    
    the declaration and payment of a dividend of up to 6m by Holiday Inns France et CIE SAS;(ii)
    
    the buy back of shares by Holiday Inns von Deutschland GmbH for a purchase price of up to
100m at a market value price based on the purchase price set out in Schedule 1 for an
amount approximately equal to the surplus monetary assets of HIVD at the date of the
repurchase;(iii)
    
    the amendment to the accounting reference periods for:
 (a)
    
    Holiday Inn Hotelgesellschaft mbH;(b)
    
    Holiday Inns von Deutschland GmbH;(c)
    
    Hochstrasse 3 Hotelgesellschaft mbH;(d)
    
    Limnä Hotelbetriebsgesellschaft mbH & Co. Verwaltungs-KG;(e)
    
    Limnä Hotelbetriebs GmbH;(f)
    
    HOB Hotelbesitz- und Verwaltungs GmbH & Co. Objekt Graumannsweg KG;(g)
    
    HOB Hotelbesitz- und Verwaltungs GmbH;(h)
    
    BVH Hotelbesitzgesellschaft mbH & Co. Verwaltungs-KG; and(i)
    
    BVH Hotelbesitzgesellschaft mbH;
 (iv)
    
    the termination of the Profit and Loss Transfer Agreements (such termination to take effect
on or before Completion);(v)
    
    the entering into of arrangements to allow for the payment of the guaranteed dividends for
2005 and 2006 to SC Hotels UK Pensions
S.à r.l. prior to Completion;(vi)
    
    the possible sale by Holiday Inns BV of CP Hilton Head Corp to BHR Holdings BV or another
member of the Sellers Group;(vii)
    
    any other steps in connection with the Pre-Sale Reorganisation Documents which have not
been completed prior to the date of this Agreement;(viii)
    
    the charging and invoicing of inter-company costs by the Sellers Group to the Group
Companies;(ix)
    
    the issue and cancellation prior to Completion of discount notes by Six Continents Limited
to Holiday Inns France et CIE SAS and/or Holiday Inns BV and/or Holiday Inns von Deutschland
gmbH;(x)
    
    the removal of Gelin KG from register of members of HOB Hotelbesitz und Verwaltungs GmbH &
Co. Objekt Graumannsweg KG;
 132




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##### 



(xi)
    
    the entry into formal lease arrangements in respect of certain offices at HI Amsterdam
hotel currently occupied by Sellers Group sales and Holidex training staff;(xii)
    
    the loan of 35million from Holiday Inns (Germany) LLC to Holiday Inns Hotelgesellschaft
mbH  i.e. the German Debt to be assigned pursuant to the Debt Assignment Agreement on
Completion;(xiii)
    
    any outstanding settlement and refinancing transactions resulting from the actions as
described in this Schedule 14, or as set out in the Disclosure Letter;(xiv)
    
    termination of the Sellers Group cash pooling arrangements in respect of Holiday Inns
Vienna South;(xv)
    
    completion of the assignment of the trademarks registered by Holiday Inns France et Cie SAS
(Registration Number 330655 HOLIDAY INN AND GREAT SIGN) and Holiday Inns von Deutschland
GmbH (Registration Number 1041259 HOLIDAY INNS VON DEUTSCHLAND) to Six Continents Hotels,
Inc;(xvi)
    
    the transfer of the employees listed in Schedule 15 (Arno Oppolzer and Matthias Putz) from
Group Companies to Sellers Group;(xvii)
    
    the variation of the Sellers Group Contracts to provide that the Hotels no longer benefit
from the Sellers Group Contracts; and(xviii)
    
    the removal from the board of directors of Holiday Inns BV of Jozias Jumelet.
 133




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##### 



Schedule 15
Transferring Employees
(Clause 10.4.3)
 Employees transferred from Group Companies to Sellers Group prior to the
date of this Agreement
 Employee
    
    Job TitleMichael Kooitje
    
    Area Director of Sales (Benelux)Michael Hoffman
    
    Training ManagerBenedict Schwerm
    
    Financial ControllerPascal Sanglier
    
    IT ManagerRob Spiekerman
    
    Director of Operations/General
Manager of HI Vienna SouthFrancesco Schiavoni
    
    Area General Manager ExHI
Spain/General Manager ExHI Valencia
 Employees to be transferred between the date of this Agreement and
Completion
 Employee
    
    Job TitleArno Oppolzer
    
    Area Director of Finance and Business Support
GermanyMatthias Putz
    
    Area Manager Finance and Business Support
 134




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##### 



Schedule 16
Seller Retained Costs
(Part 1 of Schedule 6)
 Part 1
Regulatory standard Fire and Life Safety Works at Milan and Bologna
 Milan
 ItemNo.
    
    Property/DetailHI Milan1st Basement Cloakroom1
    
    Demolition works2
    
    Fire damper aeration grills1st Basement Water Treatment Facilities3
    
    Fire damper aeration grills1st Basement Storage Areas4
    
    Demolition works5
    
    Fire walls6
    
    Fire doors and related accessoriesOther7
    
    Electrical works8
    
    Air filters9
    
    Fire extinguishers
 Bologna
 ItemNo.
    
    Property/DetailHI Bologna CityStorage Areas (Basement / All Floors)
 135




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##### 



ItemNo.
    
    Property/Detail10
    
    Replacement of doors11
    
    Improvements to walls12
    
    Improvements to ventilationGuest Rooms (All Floors)13
    
    Replacement of all doorsLifts14
    
    Replacement of guest doors at ground floor level, and replacement of service liftFire Stairs15
    
    Replacement of existing fire staircase for the west wing of the bedroom block and
installation of a new fire staircase for the first floor east wing meeting roomsPower Generators16
    
    Installation of new power generator outside buildingBoilers (Kitchen and General)17
    
    Improvements to existing boiler and installation of new boilerFire Safety Equipment18
    
    Upgrading of fire extinguishers19
    
    New fire detection equipment20
    
    Upgrading of smoke filtersOther21
    
    Improvements to passageways lighting22
    
    Replacement of all non-regulation compliant materials in building23
    
    Improvements to safety instructions and procedures, particularly regarding disabled
guest evacuation24
    
    Improvements to signs relating to fire escapes, fire extinguishers etc
 Part
2 Brand standard Fire and Life
Safety Works
 136




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##### 



Item
    
    
    
    
    
    
    
    
    
    

    CostNo.
    
    Property/Detail
    
    
    
    
    
    
    
    

    CP AntwerpDead End25
    
    Extra fire doors (24 sets @ 2500)?
    
    
    24
    
    
    
    2500
    
    
    
    60,00026
    
    Control Systems
    
    
    1
    
    
    
    13000
    
    
    
    13,00027
    
    Extra Smoke Detectors
    
    
    24
    
    
    
    250
    
    
    
    6,000Other28
    
    Basement fire doors
    
    
    26
    
    
    
    750
    
    
    
    19,50029
    
    Interconnecting doors
    
    
    
    
    
    
    
    
    
    
    10,00030
    
    Disabled items
    
    
    2
    
    
    
    1500
    
    
    
    3,000
    
    
    Cord pulls31
    
    Roof rails (URS)
    
    
    
    
    
    
    
    
    
    CP Brussels Airport32
    
    Life buoys
    
    
    2
    
    
    
    400
    
    
    
    80033
    
    Disabled items
    
    
    
    
    
    
    
    
    
    
    2,00034
    
    Emergency Phone in Leisure
    
    
    
    
    
    
    
    
    
    
    400S/TCP Hamburg35
    
    Repairs to basement sprinklers
    
    
    
    
    
    
    
    
    
    
    
    
    
    Maintenance36
    
    Roof protection system (anchor points)
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    Based on Quotations at
BolognaS/TCP Heidelberg37
    
    4 No maids rooms doors
    
    
    4
    
    
    
    1500
    
    
    
    6,00038
    
    Car Park lighting
    
    
    
    
    
    
    
    
    
    
    5,00039
    
    Fire damper
    
    
    10
    
    
    
    1000
    
    
    
    10,00040
    
    Disabled items
    
    
    
    
    
    
    
    
    
    
    

    
    Room sold  not
inspected41
    
    Sprinklers/Lifts/lighting/smoke extract
    
    
    
    
    
    
    
    
    
    (URS)S/THI Amsterdam42
    
    Escape door to meeting room
    
    
    
    
    
    
    
    
    
    
    25,00043
    
    Db increase in fire alarm under review
(local regs)
    
    
    120
    
    
    
    150
    
    
    
    18,000
    
    
    8 sounders per floor
 137




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##### 



Item
    
    
    
    
    
    
    
    
    
    

    CostNo.
    
    Property/Detail
    
    
    
    
    
    
    
    

    44
    
    Fire separation works
    
    
    
    
    
    
    
    
    
    
    
    
    
    MaintenanceS/THI Florence45
    
    Emergency Lighting to stairs
    
    
    
    
    
    
    
    
    
    
    6,000
    
    
    As quotes by hotel46
    
    Fire Stopping
    
    
    
    
    
    
    
    
    
    
    
    MaintenanceS/THI Munich City Centre47
    
    Banquet Kitchen floor
    
    
    150
    
    
    
    150
    
    
    
    22,500S/TExHI Cologne Mulheim48
    
    Push pads to GF escape doors
    
    
    4
    
    
    
    600
    
    
    
    2,40049
    
    Additional self closers
    
    
    3
    
    
    
    500
    
    
    
    1,50050
    
    Db increase in fire alarm
    
    
    1
    
    
    
    15000
    
    
    
    15,00051
    
    Kitchen cut out switch
    
    
    1
    
    
    
    1000
    
    
    
    1,00052
    
    Lift lights
    
    
    1
    
    
    
    1000
    
    
    
    1,00053
    
    Disabled items
    
    
    1
    
    
    
    1500
    
    
    
    1,500
    
    
    Shaver skt, scald guard, robe hookS/TExHI Dortmund54
    
    Push pads to GF escape doors
    
    
    5
    
    
    
    600
    
    
    
    3,00055
    
    Increase in fire alarm Db
    
    
    1
    
    
    
    1500
    
    
    
    15,000S/TExHI Frankfurt Airport56
    
    Push pads to GF escape doors
    
    
    5
    
    
    
    600
    
    
    
    3,00057
    
    Fire damper to linen chute
    
    
    1
    
    
    
    1000
    
    
    
    1,00058
    
    Window restrictions
    
    
    18
    
    
    
    200
    
    
    
    3,60059
    
    Disabled Items
    
    
    2
    
    
    
    2200
    
    
    
    4,400
    
    
    Pull cord, emergency Itg, scald guard, 2 roomsFire Dampers (URS)S/TExHI Munich Messe60
    
    Additional emergency light fittings
    
    
    10
    
    
    
    300
    
    
    
    3,000
 138




---



##### 



Item
    
    
    
    
    
    
    
    
    
    

    CostNo.
    
    Property/Detail
    
    
    
    
    
    
    
    

    S/TExHI Cologne Troisdorf61
    
    Push pads to GF escape doors
    
    
    5
    
    
    
    600
    
    
    
    3,00062
    
    Smoke detectors
    
    
    8
    
    
    
    250
    
    
    
    2,00063
    
    Window restrictors
    
    
    110
    
    
    
    200
    
    
    
    22,000Disabled items
    
    
    1
    
    
    
    2000
    
    
    
    2,000
    
    
    Emerg Ltg,
scald guard, door
closerS/TExHI Berlin Anhalter Bahnhof64
    
    Self closing linen chute doors
    
    
    6
    
    
    
    500
    
    
    
    3,000S/TExHI Dusseldorf North65
    
    Push pads to GF escape doors
    
    
    5
    
    
    
    600
    
    
    
    3,00066
    
    Doors swing to be changed on meeting
room
    
    
    1
    
    
    
    
    
    
    
    50067
    
    Additional emergency light fittings
    
    
    10
    
    
    
    300
    
    
    
    3,00068
    
    Self closing linen chute doors
    
    
    5
    
    
    
    500
    
    
    
    2,500S/TExHI Frankfurt Messe69
    
    Push pads to GF escape doors
    
    
    5
    
    
    
    600
    
    
    
    3,00070
    
    Fire escape path to GL
    
    
    1
    
    
    
    2000
    
    
    
    2,00071
    
    Fire damper to linen chute
    
    
    1
    
    
    
    1000
    
    
    
    1,00072
    
    Disabled items
    
    
    2
    
    
    
    1000
    
    
    
    2,000
    
    
    Pull cord,
emergency Itg, 2 roomsS/TExHI Alicante73
    
    Additional fire doors
    
    
    2
    
    
    
    750
    
    
    
    1,50074
    
    Extra fuel take for generator
    
    
    1
    
    
    
    1500
    
    
    
    1,50075
    
    Lift control systems
    
    
    1
    
    
    
    1000
    
    
    
    1,000S/TExHI ValenciaDead End76
    
    Extra fire doors (10 sets @ 2500)
    
    
    10
    
    
    
    2500
    
    
    
    25,000
 139




---



##### 



Item
    
    
    
    
    
    
    
    
    
    

    CostNo.
    
    Property/Detail
    
    
    
    
    
    
    
    

    77
    
    Control systems
    
    
    1
    
    
    
    8000
    
    
    
    8,00078
    
    Extra Smoke Detectors
    
    
    10
    
    
    
    250
    
    
    
    2,500Other
    
    
    
    
    
    
    
    
    
    79
    
    Window Restrictors
    
    
    123
    
    
    
    200
    
    
    
    24,60080
    
    Lift control systems
    
    
    1
    
    
    
    1000
    
    
    
    1,00081
    
    CCTV
    
    
    1
    
    
    
    5000
    
    
    
    5,000S/TCP Schipol Airport82
    
    Disabled items
    
    
    2
    
    
    
    8000
    
    
    
    16,000
    
    
    Rooms exist
therefore minor
adjustmentsS/THI Vienna South83
    
    Push pads to GF escape doors
    
    
    9
    
    
    
    600
    
    
    
    5,40084
    
    Additional Smoke detectors
    
    
    10
    
    
    
    250
    
    
    
    2,50085
    
    Exit signs
    
    
    4
    
    
    
    400
    
    
    
    1,600
    
    
    Staff lockers1
    
    
    
    400
    
    
    
    400
    
    
    WC86
    
    Disabled items
    
    
    
    
    
    
    
    
    
    
    5,600
    
    
    Alarm  3600, closer
2 x 500, alarm kit100087
    
    Safety rails (URS)S/THI Milan Lorenteggio88
    
    Kitchen fire suppression
    
    
    
    
    
    
    
    
    
    
    10,00089
    
    Disabled items
    
    
    
    
    
    
    
    
    
    
    4,200
    
    
    CCA raised and work
in progress90
    
    Other works (tenant share overall work to
get fire certificate)
    
    
    
    
    
    
    
    
    
    
    130,000
    
    
    CCA raised and work
in progressFire detection (URS)S/THI Paris Republique91
    
    Fire alarm system changes
    
    
    
    
    
    
    
    
    
    
    230,000
    
    
    Whole new system92
    
    Smoke extract & fire compartmentation
    
    
    20
    
    
    
    5000
    
    
    
    100,000
    
    
    Doors100,000
    
    
    Burro Happold100,000
    
    
    Builders Work 
allowance
 140




---



##### 



Item
    
    
    
    
    
    
    
    
    
    

    CostNo.
    
    Property/Detail
    
    
    
    
    
    
    
    

    93
    
    CCTV
    
    
    
    
    
    
    
    
    
    
    2,00094
    
    Disabled items
    
    
    5
    
    
    
    1000
    
    
    
    5,000
    
    
    Alarm
kits95
    
    Back-up power (URS)
    
    
    5
    
    
    
    1000
    
    
    
    5,000
    
    
    AlarmsS/T1,109,400
 141




---



##### 



Schedule 17
Litigation
 1.
    
    The claim against Holiday Inns BV by the administrator of
Enerco Global for an amount of 162,631 as described in
more detail at paragraph 11.1 of the Disclosure Letter;2.
    
    Belgium, Mayfair Hotel litigation with a claim of
approximately 830,000 as described in more detail at
paragraph 11.1 and 10.4 of the Disclosure Letter;3.
    
    The claim by the owner of the hotel for mismanagement for an
amount of 5,000,000 in respect of HI Avignon as
described in more detail at paragraph 11.1 of the Disclosure
Letter; and4.
    
    The claim by IZD for wrongful termination of an Operating
Management Agreement in respect of CP Vienna as described in
more detail at paragraphs 3.1.2. and 11.1 of the Disclosure
Letter.
 142