##### 



Exhibit 4(b)(ix)
         Linklaters




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Share Purchase Agreement
 This Agreement
 between:
 (1)
    
    BHR Holdings BVa company incorporated in The Netherlands whose registered office is at
Strawinskylaan 3105, 7th Floor, 1077 ZX Amsterdam, The Netherlands (the Principal
Seller);(2)
    
    Each of the other Share Sellerswhose names are set out in Schedule 1 (together with the
Principal Seller, the Sellers) ; and(3)
    
    MSREF VI Danube BVa company incorporated in The Netherlands whose registered no. is
34251220 registered office is at Kabelweg 37, 1014 BA, Amsterdam (the Purchaser).
 Whereas:
 (A)
    
    The Share Sellers (as to the Shares set out against their respective names in Schedule 1)
have agreed to sell the Shares and the Principal Seller has agreed to transfer, or procure
the transfer, of certain rights of the Sellers Group arising under the Sellers Group
Contracts, in each case, on and in accordance with the terms of this Agreement and to assume
the respective obligations imposed on them under this Agreement.(B)
    
    The Purchaser has agreed to purchase, or procure the purchase by its nominee(s), of the
Assets on and in accordance with the terms of this Agreement and to assume the obligations
imposed on the Purchaser 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, in respect of each of Société des
Hôtels Reunis SAS, SCH Résidence (France) SNC and SNC Carlton Inter-Continental
Cannes, 30 September 2005 and, in respect of each other Group Company, 31 December 2005;Actual Inter-Group Debtmeans all indebtedness in respect or in the nature of cash
borrowings due as at 2400 hours (CET) at the end of the Completion Date from the Group
Companies to the Sellers Group;Actual Inter-Group Creditmeans all indebtedness in respect or in the nature of cash
borrowings due as at 2400 hours (CET) at the end of the Completion Date from the Sellers
Group to the Group Companies, including any amounts due under any discount notes issued by
Six Continents Limited to any Group Company;Actual Inter-Group Debt Balancemeans the aggregate amount of all Actual Inter-Group Debt
less the aggregate amount of all Actual Inter-Group Credit, which balance may (accordingly)
be either a positive or negative figure;




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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 5 years commencing 1
January 2001 and ended 31 December 2005;Agreed Termsmeans, in relation to a document, such document in the terms agreed between the
Sellers and the Purchaser and signed for identification by the Sellers Lawyers and the
Purchasers Lawyers with such alterations as may be agreed in writing between the Sellers and the
Purchaser from time to time and, for ease of reference, a list of documents in the agreed terms is
set out at Schedule 4;Applicable GAAPmeans, in respect of each Group Company, generally accepted accounting
standards, legal principles, guidelines, conventions, rules and procedures of accounting practice
applicable in the jurisdiction of incorporation of the relevant Group Company;Assetsmeans the Shares, rights and other assets agreed to be sold pursuant to Clause 2.1.Audited Accountsmeans, in relation to any Group Company, other than IHGG and SCHRF, the audited
accounts of that Group Company for the period ended on the relevant Accounts Date, including the
directors and auditors reports, relevant balance sheets and profit and loss accounts and related
notes thereto and all other documents which are, or are required by law to be, annexed to such
audited accounts;Athenaeummeans Athenaeum Hotel and Touristic Enterprises S.A.;Athenaeum Agreementmeans the Investment and Cooperation Agreement between Athenaeum, BOEBV and
Ter-Ellen S.A dated 4 October 1989;Beach Concession Agreementmeans the beach concession agreement between the town of Cannes and
SNC Carlton Inter-Continental Cannes dated 3 April 2003;BOEBVmeans BHR (Overseas) Europe B.V.;Business Daymeans a day which is not a Saturday, Sunday or a public holiday in England;Companiesmeans the companies details of which are set out in Part 1 of Schedule 2 and Company
means any one of them;Completionmeans the completion of the sale of the Assets pursuant to Clauses 6.1, 6.2 and 6.3
of this Agreement;Completion Amountmeans the Initial Share Consideration plus the Estimated Net Current Assets;Completion Datemeans the date on which Completion takes place;Completion Inter-Group Creditmeans a reasonable estimate of all indebtedness in respect or in
the nature of cash borrowings due as at 2400 hours (CET) at the end of the Completion Date from the
Sellers Group to the Group Companies, as specified in Part 2 of Schedule 11;Completion Inter-Group Debtmeans a reasonable estimate of all indebtedness in respect or in the
nature of cash borrowings due as at 2400 hours (CET) at the end of the Completion Date from the
Group Companies to the Sellers Group, as specified in Part 1 of Schedule 11;




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Completion Inter-Group Debt Balancemeans the aggregate amount of all Completion Inter-Group
Debt less the aggregate amount of all Completion Inter-Group Credit, being an aggregate positive
amount of 84,390,000 owing from the Group Companies to members of the SellersGroup;Confidentiality Agreementmeans the confidentiality agreement dated 16 February 2006 between
MSREF V International-GP, L.L.C. and InterContinental Hotels Group PLC pursuant to which the
Sellers made available to the Purchaser certain confidential information relating to the Group
Companies and the Properties;Consultancy Agreementmeans an agreement other than a contract of employment between a
Consultant and a Group Company, pursuant to which such Consultant provides personal services for a
term of more than three months;Consultantmeans an individual who undertakes to perform personally any services to a Group
Company pursuant to a Consultancy Agreement on an annual fee (on the basis of a full time
consultancy) in excess of  75,000 (excluding VAT);Contractsmeans the Sellers Group Contracts and the Split Contracts;Corporate Income Taxhas the meaning given to it in Part 1 of Schedule 6;Data Roommeans the on-line data room at http://www.datasite.com codenamed Cayman Data Room
containing documents and information relating to the Group Companies and the Properties made
available by the Sellers, the contents of which are listed in the Schedule to the Disclosure
Letter;Disclosure Lettermeans the disclosure letter dated on the same date as this Agreement from the
Sellers to the Purchaser including:
 (i)
    
    information constituting exceptions to the Sellers Warranties; and(ii)
    
    details of other matters referred to in this Agreement;
 ECS Agreementsmeans the respective individual electronic commission services agreements to be
entered into on Completion by Six Continents Hotels, Inc. and the relevant Group Company for each
of the Hotels in the Agreed Terms;ECS and Holidex Access and Systems Agreement Termination Agreementsmeans the respective
individual agreements to be entered into on Completion by Six Continents Hotels, Inc. and the
relevant Group Company in connection with the termination of certain existing electronic
commission services agreements and, in respect of the IC Carlton Cannes Hotel and the IC Rome
Hotel, certain existing Holidex access and systems agreements, in each case, in the Agreed Terms;Eligible Deferred Tax Assetshas the meaning given to it in Part  1 of Schedule 6;Eligible Deferred Tax Liabilitieshas the meaning given to it in Part 1 of Schedule 6;Encumbrancemeans any claim, charge, mortgage, lien, option, equity, power of sale,
hypothecation, retention of title, right of pre-emption, right of first refusal or other third
party right or security interest of any kind with the exception of liens arising by operation of
law in the ordinary course of business of any Group Company;Environmentand Environmental Lawhave the meanings given to them in paragraph 10.1 of
Schedule 7;




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EONIAmeans the Euro Overnight Index Average calculated by the European Central Bank;Estimated Net Current Assetsmeans the
negative sum of 17,109,000, being a realistic
estimate of the sum of all Stock, Debtors, Cash and Eligible Deferred Tax Assets minus the sum of
all Creditors, Corporate Income Tax and Eligible Deferred Tax Liabilities, in each case, of the
Group Companies as at 2400 hours (CET) at the end of the Completion Date, in each case, as such
items are defined in Part 1 of Schedule 6;Excluded Rightsmeans all subsisting rights of any Group Company as at Completion arising under
the Split Contracts to the Relevant Extent;Eventmeans any act, omission, event or transaction, accrual of income or gains, distribution,
acquisition, disposal, transfer, payment, loan or advance;FIHmeans Frankfurt Intercontinental
Hotels Gesellschaft mit beschränkter Haftung;Group Companiesmeans the Companies and
the Subsidiaries, Group Company means any one of them and Groupshall be construed accordingly;Hazardous Substanceshas the meaning given to it in paragraph 10.1 of Schedule 7;Hofburgmeans Hofburg Redoutensäle Wien Betriebsgesellschaft m.b.H.;Holidex Access and Systems Agreementsmeans the respective Holidex access and systems agreements
to be entered into on Completion between Six Continents Hotels, Inc. and the relevant Group
Company for each of the Hotels in the Agreed Terms;Hotel Agreement Deeds of Terminationmeans the respective individual hotel agreement deeds of
termination to be entered into on Completion by the relevant members of Sellers Group and the
relevant Group Company in connection with the termination of certain agreements in the Agreed
Terms;Hotel Trade Mark Agreementsmeans the respective individual trade mark agreements to be entered
into on Completion between the relevant member of the Sellers Group and the relevant Group
Company primarily in respect of the IC Amstel Hotel, the IC Carlton Cannes Hotel and the IC Madrid
Hotel, in each case, in the Agreed Terms;Hotelsmeans the hotel businesses as operated at or from the Properties as at the date hereof
and Hotelmeans any one of them;IC Dublin Agreementmeans the agreement for the sale of the entire issued share capital of
International Airport Hotel Limited dated 10 August 2005 entered into between BOEBV and Adelphi
Way Developments and Investments Limited;IC Amstel Hotelmeans the Property listed in Schedule 3 which is located in Amsterdam, The
Netherlands;IC Budapest Hotelmeans the Property listed in Schedule 3 which is located in Budapest, Hungary;IC Carlton Cannes Hotelmeans the Property listed in Schedule 3 which is located in Cannes,
France;IC Frankfurt Hotelmeans the Property listed in Schedule 3 which is located in Frankfurt,
Germany;




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ICFrankfurt Subsidiary HMAmeans the German law governed hotel management agreement to be
entered into on Completion between IHM and the relevant Group Companies in the Agreed Terms;IC Madrid Hotelmeans the Property listed in Schedule 3 which is located in Madrid, Spain;IC Rome Hotelmeans the Property listed in Schedule 3 which is located in Rome, Italy;IC Szállodameans Inter-Continental Szálloda Budapest Zártkörüen
Müködö Részvénytársaság átalakulás alatt registered in Hungary with registration number Cg.
01-10-042995 and its legal successor following its conversion, Inter-Continental Szálloda Budapest
Korlátolt Felelõsségü Társasag, to be registered in Hungary with registration number Cg.
01-09-872343;IC Vienna Hotelmeans the Property listed in Schedule 3 which is located in Vienna, Austria;IFRSmeans International Financial Reporting Standards;IHB Germanymeans Intercontinental Hotels
Betriebsgesellschaft mit beschränkter Haftung;IHGGmeans Inter-Continental Holding (Germany) GmbH;IHMmeans Intercontinental Hotels Managementgesellschaft mbH;Individual Hotel Management Agreementsmeans the respective individual hotel management
agreements to be entered into on Completion between the relevant member of the Sellers Group and
the relevant Group Company for each of the Hotels substantially in the form of the Pro Forma
Individual Hotel Management Agreements;Initial Share Considerationmeans 539,710,000;Intellectual Propertymeans trade marks, service marks, trade names, domain names, logos,
get-up, patents, inventions, registered and unregistered design rights, copyrights, semi-conductor
topography rights, database rights and all other similar rights in any part of the world
(including Know-how) including, where such rights are obtained or enhanced by registration, any
registration of such rights and applications and rights to apply for such registrations together
with the right to sue for past infringements;Inter-Group Payableshas the meaning given to it in Part 1 of Schedule 6;Inter-Group Receivableshas the meaning given to it in Part 1 of Schedule 6;Know-howmeans confidential and proprietary industrial and commercial information and techniques
in any form including (without limitation) drawings, formulae, test results, reports, project
reports and testing procedures, instruction and training manuals, tables of operating conditions,
market forecasts and lists and particulars of customers and suppliers;Leasemeans in relation to each Property which is leasehold, the lease(s) or underlease(s) or
licence(s) under which the relevant Group Company holds such Property and includes the other
documents supplemental thereto;Letting Documentmeans any lease, underlease, tenancy, licence or other agreement or arrangement
(in each case as amended) giving rise to third party rights of occupation to which any Property is
subject;




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Local Transfer Documentshas the meaning given to it in paragraph 2.1 of Schedule 5;Lossesmeans all losses, liabilities, costs (including, without limitation, legal costs and
experts and consultants fees), charges, expenses, actions, proceedings, claims and demands;Material Adverse Changemeans the destruction, closure or other inability to use guest rooms or
other material facilities at any of the Hotels, other than for routine maintenance, which together
result in: (i) all of the guest rooms of any Hotel being reasonably likely to be so destroyed,
closed or unable to be used for a period of 3 months or more; or (ii) the aggregate value of the
Hotels, taken as a whole, being reduced by 63.38 million or more, and, in each case, which
destruction, closure or inability to use occurs or commences on or after the day falling 4
Business Days prior to the date of this Agreement, but excluding the closure of any guest rooms
and/or office facilities at the IC Rome Hotel which have a ceiling height of less than the minimum
height requirements imposed under applicable Italian health and
safety regulations as at the date
of this Agreement as a result of enforcement action taken by the relevant health and safety
authorities in connection with such fact;Material Intellectual Propertyhas the meaning given to it in paragraph 6 of Schedule 7;Material Issues Reports on Titlemeans the reports on title covering material issues only in
relation to the Properties prepared by the Sellers Property Lawyers each dated 29 June 2006 and
addressed to the Purchaser and its funders;Material Letting Documentmeans a Letting Document under which at the date of this Agreement the
basic rent or other principal fee payable is equivalent to 75,000 per annum or more;Management Accountsmeans the unaudited balance sheet and profit and loss account of each of the
Hotels respectively for the 5 months ended 31 May 2006;Net Current Asset Adjustmentmeans the amount by which the Net Current Assets are greater than
the Estimated Net Current Assets and payable pursuant to Clause 8.2.1(i) (such amount being
expressed as a positive figure) or the amount by which the Net Current Assets are less than the
Estimated Net Current Assets and payable pursuant to Clause 8.2.1 (ii) (such amount being
expressed as a negative figure);Net Current Assetsmeans the amount (being either a positive or negative figure, as the case may
be) equal to the sum of all Stock, Debtors, Cash, Eligible Deferred Tax Assets and, if it is to be
treated as an asset, in accordance with part 1 of Schedule 6, the Inter-Group Debt Balance
Balancing Item, minus the sum of all Creditors, Corporate Income Tax, Eligible Deferred Tax
Liabilities and, if it is to be treated as a liability, in accordance with part 1 of Schedule 6,
the Inter-Group Debt Balance Balancing Item, in each case, of the Group Companies as at 2400 hours
(CET) at the end of the Completion Date, in each case, as defined and as agreed or determined in
accordance with Clause 8 and Schedule 6;Net Current Asset Statementmeans the statements of Net Current Assets to be prepared, agreed and
determined, in each case, in accordance with Clause 8.1 and Schedule 6;Non-Disturbance Agreementsmeans the respective individual non-disturbance agreements in the
Agreed Terms to be entered into on Completion by, amongst others, the




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relevant member of the Sellers Group, the relevant Group Company and Barclays Banks PLC;Omega Litigationmeans the litigation initiated by IHGG as plaintiff against OMEGA Hotels GmbH
regarding the payment of outstanding marketing fees in which respect a first instance judgement
has been given by the regional court (Landgericht)of Frankfurt am Main, Germany, on 27 April 2006
(reference number 2-27 O 115/05) to which both parties have appealed to the higher regional court
(Oberlandesgericht)of Frankfurt am Main, Germany, any appeal, enforcement or other proceedings
relating thereto, and any other future dispute (including any enforcement measures) relating to
the same subject matter as the pending litigation, appeal and enforcement proceedings;Pre-Sale Reorganisationmeans the pre-sale reorganisation of the Sellers Group and parts of the
Group Companies in accordance with the pre-sale reorganisation paper in the Agreed Terms (the
Pre-Sale Reorganisation Paper);Pre-Sale Reorganisation Documentsmeans the documents included in Section 0.48 of the Data Room
and the documents listed at items Group 0.48_25 to 0.48_82 and at BHRO(Eur)BV 02.009.026 in
Schedule 3 of the Disclosure Letter, pursuant to which the Pre-Sale Reorganisation has been
implemented;Pro Forma Individual Hotel Management Agreementsmeans the pro forma Individual Hotel Management
Agreements, including the commercial provisions applicable to all the Individual Hotel Management
Agreements and the specific provisions relating to each of the Individual Hotel Management
Agreements, in each case, in the Agreed Terms;Propertiesmeans the properties set out in Schedule 3 and Propertymeans any one of them;Purchasers Groupmeans the Purchaser and its subsidiaries from time to time;Purchasers Lawyersmeans Clifford Chance LLP of 10 Upper Bank Street, London E14 5JJ;Purchasing Agreementsmeans the purchasing agreements to be entered into on Completion by Six
Continents Limited and the relevant Group Company for each of the Hotels in the Agreed Terms;Relevant Employeesmeans those employees of the Group Companies who are, immediately prior to
the date of this Agreement and/or Completion, as the context may require, employed by a Group
Company;Relevant Extentmeans: (i) in respect of any right or obligation of any member of the Sellers
Group pursuant to Clause 13.3 in respect of a Split Contract or a Sellers Group Contract, solely
to the extent the rights and obligations under such contract relate to any property or other asset
owned by any member of the Sellers Group which is not being transferred to the Purchaser pursuant
to this Agreement; and (ii) in respect of any right or obligation of any member of the Purchasers
Group pursuant to Clause 13.3 in respect of a Split Contract or a Sellers Group Contract, solely
to the extent the rights and obligations under such contract relate to any of the Properties or
other assets being transferred to the Purchaser pursuant to this Agreement;Relief means any loss, relief, allowance, credit, deduction, exemption or set-off in each case in
respect of Tax, or the computation of income, profits or gains for the purpose of any Tax, and any
right to the repayment of Tax;




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Retirement Benefit Arrangementshas the meaning given in paragraph 8.8.1 of Schedule 7;Rome Lease Agreementmeans the lease agreement dated 17 January 1996 between Delaville SpA and
Reale Immobili SpA relating to the IC Rome Hotel;SCHRFmeans SCH Résidence (France) SNC;Sellers Groupmeans InterContinental Hotels Group PLC and its subsidiaries from time to time
but excluding the Group Companies and Sellers Group Companiesshall be construed accordingly;Sellers Group Contractsmeans those agreements listed in Part 2 of Schedule 10, being
agreements to which a member of the Sellers Group is a party which relate partly but not
exclusively to one or more of the Hotels or the Group Companies, to the extent that at Completion
the same remain to be completed or performed or remain in force;Sellers Lawyersmeans Linklaters of One Silk Street, London EC2Y 8HQ;Sellers Property Lawyersmeans Linklaters, Chiomenti Studio Legale, Gassauer-Fleissner
Rechtsanwalte GmbH and Nauta Dutilh NV;Sellers Warrantiesmeans the warranties given by the Principal Seller pursuant to Clause 9 and
Schedule 7 and Sellers Warrantymeans any one of them;Senior Employeemeans any employee employed or engaged by a Group Company on an annual base
salary (on the basis of full-time employment) in excess of 100,000 and the general manager of
each Hotel;Service Agreement Termination Agreementsmeans the respective individual service agreement
termination agreements to be entered into on Completion by Six Continents Limited and the relevant
Group Company for each of the Hotels in the Agreed Terms;Sharesmeans all the shares in the capital of the Companies specified in Part 1 of Schedule 1;Share Sellersmeans each of the Companies listed in Schedule 1 as a seller of shares in the
capital of one or more of the Companies;SHIFmeans Société Des Hotels
InterContinental France SNC;Side Lettersmeans the side letters, in the Agreed Terms, relating to the following matters
relevant to the Individual Hotel Management Agreements:
 (a)
    
    Section 7.1 of the Individual Hotel Management Agreements (Meetings);(b)
    
    Section 9.3.3 of the Individual Hotel Management Agreements (Area Employees);(c)
    
    Section 6 and Section 11.6.1 of the Individual Hotel Management Agreements (Cash
Pooling/Business Service Centre and PeopleSoft);(d)
    
    Section 20.13 of the Individual Hotel Management Agreements (Minimum Net Assets);(e)
    
    each side letter in respect of matters requiring action for Hotel compliance with
Brand Standards following Completion and/or compliance/non compliance with
operational licences of each of the Hotels in Frankfurt, Rome and Madrid; and




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(f)
    
    the side letter relating to the personal easement in connection with the Individual
Hotel Management Agreement relating to the IC Frankfurt Hotel;
 Sienna Hotel PSPAmeans the preliminary share purchase agreement for the purchase of shares in
Sienna Hotel dated 17 May 2001 between BOEBV and BAWAG P.S.K. Bank für Arbeit und
Wirtschaft und Ôsterreichische Postsparkasse Aktiengesellschaft;Sienna Hotel Security Agreementsmeans the agreements listed in Schedule 15 and Sienna Hotel
Security Agreementmeans any one of them;Split Contractsmeans those agreements listed in Part 1 of Schedule 10, being agreements to
which a Group Company is a party which relate partly but not exclusively to one or more of the
Hotels or the Group Companies, to the extent that at Completion the same remain to be completed or
performed or remain in force;Subsidiariesmeans the subsidiaries listed in Part 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 Purchaser or by any member of the Purchasers Group after Completion), 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). For the purposes of the Tax Deed of
Covenant only, Taxationor Taxincludes any payment due from any Group Company pursuant to the
TCA (other than a payment due to or by one Group Company from or to another Group Company);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 7 to this Agreement and Tax Warrantymeans any one of them;TCAmeans the tax consolidation agreement
dated 18 August 2003 between SHIF, Société Nouvelle du
Grand Hotel, BHR Services (France), Société des Hôtéls
Réunis and SCH Résidence (France) as
amended by a side letter relating thereto dated 6 July 2006 between the same parties;Transactionmeans the transactions contemplated by the Transaction Documents;Transaction Documentsmeans this Agreement, the Disclosure Letter, each document referred to in
Schedule 4 (other than the Pro Forma Individual Hotel Management Agreements), the Individual Hotel
Management Agreements and each document entered into or to be entered into pursuant to any of the
foregoing documents;




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Transferring Budapest Employeesmeans Bettina Haeberle (Director of Sales, IC Budapest
Hotel), Dietmar Trimmel (Director of Finance, IC Budapest Hotel) and Carlo Cirone
(Executive Chef, IC Budapest Hotel);Transferring Employeesmeans the general managers of IC Madrid Hotel, IC Frankfurt Hotel,
IC Amstel Hotel, IC Rome Hotel, those thirty-two corporate employees transferred from IHGG
to InterContinental Hotels Managementgesellschaft mbH on 1 June 2006, the convention sales
manager currently seconded by InterContinental Hotel-Betriebsgesellschaft m.b.H. (Austria)
to the IC Prague Hotel, and any other employee transferred from a Group Company to a member
of the Sellers Group in accordance with the relevant Pre-Sale Reorganisation Documents and
Transferring Employeemeans any one of them;Unaudited Accountsmeans the unaudited balance sheet and profit and loss account of each
of IHGG and SCHRF respectively as at and for the 12 months ended on the relevant Accounts
Date and the related notes thereto and all other documents which are, or are required by
law to be, annexed to such accounts;USALImeans the Uniform System of Accounts for the Lodging Industry (9th revised edition)
published by the American Hotel and Lodging Association;VATmeans value added tax which may be levied in accordance with, but subject to
permitted derogations from, EU Directive 77/388/EEC; andWienermeans Wiener Kongresszentrum Hofburg Betriebsgesellschaft m.b.H.
 1.2
    
    Modification etc. of StatutesReferences to a statute or statutory provision include:
 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,
 except to the extent that any statute, statutory provision or subordinate legislation made
or enacted after the date of this Agreement would create or increase a liability of the
Sellers under this Agreement or the Tax Deed of Covenant.
 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 shall include any company, partnership or unincorporated
association (whether or not having separate legal personality); and




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1.4.2
    
    a company shall include any company, corporation or any body corporate,
wherever incorporated.
 1.5
    
    References to subsidiaries and holding companies
 The words holding companyand subsidiaryshall have the same meaning in this Agreement
as their respective definitions in the Companies Act 1985.
 1.6
    
    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.
 1.7
    
    HeadingsHeadings shall be ignored in interpreting this Agreement.1.8
    
    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.1.9
    
    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.1.10
    
    IncludingReferences to includes, include, including or similar are to be construed without
limitation.1.11
    
    BusinessReferences to in the ordinary course of business, business of the Hotels, conduct of
the Hotels, business of the Group Companies or similar shall (other than in the case of
this Clause 1.11 and Schedule 7) include a reference to (i) such staff accommodation and/or
storage facilities as at the date of this Agreement and/or which may be owned or leased by
any Group Company after the date of this Agreement, provided and to the extent that the same
are ancillary to the conduct of the business of the Hotels as carried on at the date of this
Agreement and (ii) the catering activities carried on by the IC Vienna Hotel in so far as
they relate to Wiener and/or Hofburg as at the date of this Agreement.




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2
    
    Agreement to Sell
 2.1
    
    Sale of Shares
 2.1.1
    
    On and subject to the terms of this Agreement the Share Sellers (as to the
Shares set out against its name in Schedule 1) agree to sell, and the Purchaser agrees
to purchase, or procure the purchase by its nominee(s) of, the Shares and the
Principal Seller agrees to transfer, or to procure the transfer, to the Purchaser
and/or its relevant nominee(s) (as the case may be) the rights of the Sellers Group
arising under the Sellers Group Contracts to the Relevant Extent, in each case on the
terms set out in Clause 13.3.
 2.1.2
    
    Subject to Clause 2.2, the Assets shall be sold by the Share Sellers and the
Principal Seller and purchased by the Purchaser (and/or its nominee(s)) free from
Encumbrance and together with all rights and advantages attaching and/or accrued to
them as at Completion (including, without limitation, the right to receive all
dividends or distributions declared, made or paid on or after Completion).
 2.2
    
    Excluded RightsThere shall be excluded from the sale under this Agreement of the Assets (other than the
Shares) the Excluded Rights, which shall be retained by the Sellers.3
    
    Consideration3.1
    
    Amount
 3.1.1
    
    The consideration for the purchase of the Shares under this Agreement which
shall be divisible among the Sellers as set out against each of their names in column 3
of Schedule 1 shall be an amount in cash equal to the sum of:
 (i)
    
    the Initial Share Consideration;(ii)
    
    the Estimated Net Current Assets; and(iii)
    
    the Net Current Asset Adjustment.
 3.1.2
    
    The consideration for the purchase of the Shares shall be allocated as set
out in Schedule 1 (subject to the Net Current Asset Adjustment attributable to the
particular Shares) and paid by the Purchaser to the Principal Seller in accordance
with Clauses 6.3 and 8.2.
 3.1.3
    
    The consideration for the transfer or the procurement of the transfer of the
other Assets (other than the Shares) under this Agreement by the Principal Seller to
the Purchaser (or as directed by the Purchaser) under and on the terms set out in
Clause 13.3 shall be the procurement by the Purchaser of the transfer to the Principal
Seller (or as it may direct) of the rights and assets in respect of the Split Contracts
to be transferred to the Principal Seller under and on the terms set out in Clause
13.3.




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##### 



3.2
    
    Reduction of Consideration
 3.2.1
    
    If any payment is made by the Sellers to the Purchaser in respect of any
claim for any breach of this Agreement or pursuant to an indemnity under this
Agreement (or any agreement entered into under this Agreement), the payment shall, to
the extent possible, be treated as an adjustment to the consideration paid by the
Purchaser for the particular Shares to which the payment and/or claim relates under
this Agreement and the consideration shall be deemed to have been reduced by the
amount of such payment.
 3.2.2
    
    If:
 (i)
    
    the payment and/or claim relates to the shares in more than one Group
Company, 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 concerned by reference
to the proportions in which the consideration is allocated in accordance with
Clause 3.1.2; or
 (ii)
    
    the payment and/or claim relates to no particular part of the
Shares, it shall be allocated rateably to all the shares in the Group
Companies by reference to the proportions in which the consideration is
allocated in accordance with Clause 3.1.2,
 and in each case the consideration shall be deemed to have been reduced by the
amount of such payment.
 3.2.3
    
    For the purposes of this Clause 3.2, this Agreement includes the Tax Deed
of Covenant.
 4
    
    Conditions
 4.1
    
    Condition PrecedentThe agreement to sell and purchase the Assets under this Agreement is conditional upon:
 4.1.1
    
    the European Commission issuing a decision under Article 6(1 )(b) of Council
Regulation (EC) 139/2004 (the Regulation)(or being deemed to have done so under
Article 10(6) of the Regulation) declaring the acquisitions by the Purchaser pursuant
to this Agreement (the Acquisition)compatible with the Common Market without
attaching to its decision any conditions or obligations that are not on terms
reasonably satisfactory to both the Principal Seller and Purchaser; or4.1.2
    
    the European Commission taking a decision, not to refer the whole or any part
of the Acquisition to the competent anti-trust authorities of one or more Member
States, in the event that a request under Article 9(2) of the Regulation has been made
by a Member State; or4.1.3
    
    in the event of the European Commission issuing a decision under Article
6(1)(a) of the Regulation or otherwise indicating that it does not have jurisdiction
under the Regulation to review the Acquisition, pursuant to any obligation to notify
under the national competition legislation of Austria and Germany, each of the
authorities in those two EU Member States adopting a decision of equivalent effect to
any of




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##### 



those set out in Clause 4.1.1 (this Clause 4.1.3 being interpreted mutatis
mutandis).
 4.2
    
    Co-operation
 4.2.1
    
    The parties hereby undertake to 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
    
    Subject to Clause 4.2.3, the Purchaser shall make any anti-trust filing
required pursuant to Clause 4.1 on the date of this Agreement or as soon as reasonably
practicable thereafter, but in any event no later than ten Business Days after the
date of this Agreement.4.2.3
    
    The Principal Seller shall promptly provide the Purchaser with all reasonable
assistance, co-operation and information as the Purchaser may reasonably require
and/or request for the purposes of Clauses 4.1 and 4.2.1.4.2.4
    
    Each Party shall consult with the other throughout any anti-trust process to
be followed pursuant to Clause 4.1 and to the extent possible taking into account any
applicable confidentiality obligations shall:
 (i)
    
    provide the other with drafts of any anti-trust filings or
related submissions to be submitted to any anti-trust authority upon
reasonable request and, to the extent reasonably practicable, consult on the
contents of such filings and submissions;(ii)
    
    as soon as is reasonably practicable provide the other with
copies of all material relevant correspondence, documents or other
communications received from or sent to any anti-trust authority relating to
Clause 4.1; and(iii)
    
    as soon as is reasonably practicable, inform the other of the
content of any meeting or material conversation which takes place between any
anti-trust authority and it or any of its employees, directors, officers or
advisers in relation to Clause 4.1 and shall, if requested by the other,
provide a written summary thereof.
 4.2.5
    
    Without prejudice to the foregoing, all requests and enquiries from any
competition or anti-trust authority shall be dealt with by the Purchaser and the Principal Seller in
consultation with each other, and the Purchaser and the Principal Seller shall
promptly co-operate with and provide all necessary information and assistance
reasonably required by such competition or anti-trust authority and/or, in
connection therewith, each other upon being reasonably requested to do so.
 4.3
    
    Non-Satisfaction/Waiver
 4.3.1
    
    The Purchaser shall give notice to the Sellers of the satisfaction of the
condition set out in Clause 4.1 within two Business Days of becoming aware of the same.
 4.3.2
    
    If the condition set out in Clause 4.1 is not satisfied on or before 4 October
2006 save as expressly provided, this Agreement (other than this Clause and Clauses 1,
12, and 13.6 to 13.24) shall lapse and neither the Sellers nor the Purchaser shall have
any claim against the other(s) under it, save for any claim arising under such Clauses
or from breach of any obligation contained in Clause 4.2.




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##### 



4.4
    
    Termination for Material Adverse Change
 4.4.1
    
    If, at any time before Completion, the Purchaser is or becomes aware of any
fact, matter or circumstance and concludes that such fact, matter or circumstance
would or would be reasonably likely to give rise to or result in a Material Adverse
Change, then the Purchaser shall promptly notify the Principal Seller in writing of
such fact, matter or circumstance, giving particulars, in reasonable detail, of the
same.4.4.2
    
    If, at any time before Completion, a Seller is or becomes aware of any fact,
matter or circumstance which in its reasonable opinion would or would be reasonably
likely to give rise to or result in a Material Adverse Change, then such Seller shall
promptly notify the Purchaser in writing of such fact, matter or circumstance, giving
particulars, in reasonable detail, of the same.4.4.3
    
    If prior to Completion a Material Adverse Change occurs, the Purchaser may
(in its sole and absolute discretion) terminate this Agreement with immediate effect
by notice in writing to the Principal Seller, in which event (other than this Clause
4.4 and Clauses 1, 5.3.5, 12 and 13.5 to 13.24 which shall survive such termination)
this Agreement shall terminate with immediate effect and the Material Adverse Change,
the facts, matters and circumstances giving rise thereto and the termination resulting
therefrom shall not give rise to any right to damages or compensation.4.4.4
    
    If, less than 10 Business Days before any proposed Completion Date, the
Purchaser is notified of any fact, matter or circumstance pursuant to Clause 4.4.2 or
otherwise becomes aware of any fact, matter or circumstance which in each case the
Purchaser considers, in its reasonable opinion, may constitute, give rise to or
indicate the occurrence of a Material Adverse Change, then the Purchaser may, by
written notice to the Principal Seller, elect to defer Completion to a date not more
than 4 Business Days from the proposed Completion Date (in which event the provisions
of Clauses 4.4.3 and 6 shall apply to the deferred date of Completion with all
necessary modifications) and each Seller shall, in the period up to the deferred date
of Completion, promptly provide to the Purchaser such access and information as is in
its possession and/or control and as is reasonably requested by the Purchaser to
enable the Purchaser to assess whether such facts, matters and/or circumstances
constitute, give rise to or otherwise indicate the occurrence of a Material Adverse
Change.
 5
    
    Pre-Completion
 5.1
    
    The Sellers Obligations in Relation to the Conduct of BusinessExcept (a) as may be required (i) to give effect to and comply with this Agreement or any
law or regulation; or (ii) to implement or complete the Pre-Sale Reorganisation; or (iii) to
implement any permitted action set out in Schedule 14; or (iv) to comply with the provisions
of the TCA or, if Completion does not occur prior to 1 October 2006, to amend the provisions
of the TCA to reflect such fact; or (v) to respond to a genuine emergency in circumstances
where the prior written consent of the Purchaser cannot reasonably be obtained, or (b) in so
far as the Purchaser has given its written consent (such consent not to be unreasonably
withheld or delayed), each of the Sellers undertakes to procure that between the date of
this Agreement and Completion, each Group Company:




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##### 



5.1.1
    
    shall carry on, and only carry on, the business of the Hotels as a going
concern, in the ordinary course and in all material respects 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 substantially similar or better level of cover prevailing at the date of this
Agreement for the benefit of the Group Companies and shall notify the Purchaser of any
individual claims made in excess of 100,000 and of any claims which, in aggregate, exceed
1,000,000;5.1.3
    
    shall not act or omit to act so as to give rise to (a) any material breach of its
obligations under any Lease or Letting Document or (b) any breach of its obligations under
any Lease or Letting Document which would have a material adverse effect thereon, save that,
for the purposes of this Clause 5.1.3, existing breaches which are disclosed in the
Disclosure Letter in the section headed Specific Disclosures shall, to such extent, be
disregarded;5.1.4
    
    shall ensure that the Hotels and the Group Companies are operated in compliance, in all
material respects, with the laws applicable to the operation of the Hotels and/or the Group
Companies, save that, for the purposes of this Clause 5.1.4, existing non-compliance
disclosed in the Disclosure Letter in the section headed Specific Disclosures shall, to
such extent, be disregarded;5.1.5
    
    shall not undertake (or agree to undertake) any act or omission which would result in any
of the statements made in paragraphs 1.1.11 and/or 1.1.12 of Schedule 7 being or becoming
untrue or inaccurate at any time between the date of this Agreement and Completion;5.1.6
    
    shall use all reasonable endeavours to progress the works in respect of the IC Madrid Hotel
restaurant extension in a timely manner, in accordance with the plans contained at item IC
Mad 4.1 17 of the Data Room and in line with, and utilising (to the extent not already
utilised) as far as is reasonably possible, the capex budget for such
works of 490,361 in
respect of the period from 1 June 2006 to Completion;5.1.7
    
    shall not:
 (i)
    
    enter into any agreement or incur any commitment involving any capital
expenditure in excess of 100,000 per item, exclusive of VAT, except to the extent
that such expenditure would be consistent with the relevant Group Company or Hotels
capital budget as contained at item 0.13_4 in the Group Information Section in the
Data Room;(ii)
    
    enter into or amend any agreement or incur any commitment which is not
capable of being terminated without compensation at any time or with 12 months
notice or less and which, in each case, involves or may involve total annual
expenditure in excess of 200,000 for each of the IC Carlton Cannes Hotel and the
IC Frankfurt Hotel and 100,000 for each of the other Hotels, or
600,000 in
aggregate for all Hotels, in each case, exclusive of VAT;(iii)
    
    acquire or dispose of, or agree to acquire or dispose of, any 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




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##### 



200,000 for each of the IC Carlton Cannes Hotel and the IC Frankfurt Hotel and
100,000 for each of the other Hotels, or 600,000 in aggregate for all Hotels, in
each case, exclusive of VAT, other than in the ordinary course of operating a hotel;
 (iv)
    
    acquire or agree to acquire any share, shares or other interest in any company,
partnership or other venture or merge or consolidate with a corporate body or any other
person, enter into any demerger transaction or participate in any other type of corporate
reconstruction;(v)
    
    other than in the ordinary course of business, incur any additional borrowings or incur
any other indebtedness, other than with another member of the Sellers Group or the Group;(vi)
    
    create, allot, acquire, reduce, issue or redeem, repurchase or repay any share, security
or loan capital of any Group Company or grant or create any right or option to call for or
require the allotment, issue or transfer of any share, security or loan capital of any Group
Company;(vii)
    
    declare, pay or make a dividend or distribution;(viii)
    
    amend, to any material adverse extent, any of the terms on which material goods,
facilities or services are supplied;(ix)
    
    assign, license, charge or otherwise dispose of any Material Intellectual Property;(x)
    
    in relation to any Property:
 (a)
    
    carry out any material structural alteration or addition to, or materially
effect any change of use of, such Property other than as disclosed in the Data Room
or apply for planning or building consent to make such alteration, addition or
change of use, save that nothing in this sub-paragraph (a) shall prevent any Group
Company from maintaining or protecting any such planning or building application or
consent as has already been made or granted prior to the date of this Agreement or
from erecting temporary structures in the ordinary course of business;(b)
    
    terminate or serve any notice to terminate, surrender or accept any
surrender of or waive the terms of any material lease, tenancy or licence;(c)
    
    agree any material new rent or fee payable under any lease, tenancy or
licence, 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 terminate any material agreement, lease, tenancy, licence or
other similar commitment, or vary or amend in any material respect any material
agreement, lease, tenancy, licence or other similar commitment;(e)
    
    apply for consent under a Lease nor grant consent (except where the
relevant Group Company is under a contractual obligation as at the




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##### 



date of this Agreement or is under another legal obligation to do so) following an
application by a tenant, licensee or occupier under a Material Letting Document,
in each case where the action requiring consent is material; or
 (f)
    
    sell, convey, transfer, assign or charge any Property or grant any rights
or easements over any Property or enter into any material covenants affecting any
Property or agree to do any of the foregoing;
 (xi)
    
    save as required by law or as disclosed in the Data Room;
 (a)
    
    make any material amendment to the terms and conditions of employment
(including, without limitation, remuneration, pension entitlements and other
benefits) of any Relevant Employee (other than minor increases in the ordinary
course of business which the Sellers shall notify to the 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 (other than a gratuitous payment or benefit provided
in the context of a settlement or termination of employment not
exceeding 30,000
in each case);(c)
    
    dismiss any Senior Employee (other than in accordance with normal
disciplinary procedures);(d)
    
    engage or appoint any additional Senior Employee (other than to replace any
vacancy); or(e)
    
    admit any Relevant Employee to membership of a defined benefit scheme
operated by a Group Company;
 (xii)
    
    settle an insurance claim in excess of 100,000 materially below the amount claimed;(xiii)
    
    enter into any guarantee, indemnity or other agreement to secure any obligation of a third
party (excluding obligations of any Group Company) or create or amend, any Encumbrance over
any of its assets or undertaking in any such case other than in the ordinary course of
business;(xiv)
    
    make any material change to its accounting practices or policies (except to the extent
required to comply with any changes in Applicable GAAP) or amend its constitutional
documents;(xv)
    
    establish a new pension scheme for or in respect of any Relevant Employee or (save as
required by law) amend, exercise a discretion which increases or may increase pension scheme
liabilities or employer costs in relation to or discontinue (wholly or partly), any pension
scheme applying to any Relevant Employee or announce any intention to do any of the
foregoing;(xvi)
    
    commence litigation or arbitration proceedings other than debt collection proceedings in
the ordinary course of business;(xvii)
    
    compromise or settle litigation or arbitration proceedings or waive a right in relation to
litigation or arbitration proceedings (other than in respect of debt collection proceedings in
the ordinary course of business and other than in




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##### 



respect of any Relevant Employee where such settlement or compromise does
not exceed 30,000 in each case); or
 (xviii)
    
    agree to do, authorise any person to do or agree to, or propose or indicate
to any person that it will do or agree to, any of the matters set out in this
Clause 5.1.7.
 5.1.8
    
    Without prejudice to the generality of Clause 5.1.1, prior to Completion
the Sellers shall:
 (i)
    
    at the Purchasers sole cost and expense, allow the Purchaser
and its agents reasonable access to, and provide the Purchaser and its agents
with reasonable information relating to the conduct of the business and/or
management of each Hotel during such period and to take copies of such
information, provided that the obligations of the Sellers under this Clause
shall not extend to allowing access to information which is reasonably
regarded as confidential to those activities of the Sellers which are not
being transferred to the Purchaser (or its nominee(s)) pursuant to this
Agreement;(ii)
    
    allow the Purchaser and its agents reasonable access to and
dialogue with the management of IHG and of the Hotels;(iii)
    
    provide the Purchaser with copies of such management accounts
of the Group Companies as become available during such period; and(iv)
    
    shall notify the Purchaser as soon as reasonably possible of
any fact or circumstance of which it becomes aware which constitutes a breach
of any of Clauses 5.1.1 to 5.1.7 inclusive.
 5.2
    
    Sellers Obligations in Relation to Financing
 5.2.1
    
    Save as contemplated pursuant to Clause 5.2.2, each of the Sellers
undertakes that, between the date of this Agreement and Completion, it will:
 (i)
    
    not lend any money or offer any form of financing to any Group
Company which is not a trading debt or liability arising in the ordinary
course of conduct of the Hotels nor incur borrowings (or indebtedness in the
nature of borrowings) in a manner which would result in the amount of Actual
Inter-Group Debt or Actual Inter-Group Credit being materially different from
the amount of Completion Inter-Group Debt and/or Completion Inter-Group
Credit;(ii)
    
    procure that no Group Company borrows any money from, nor lends
any money to, nor incurs any other financing liabilities or obligations to the
Sellers Group (other than a trading debt or liability arising in the ordinary
course of conduct of the Hotels), or otherwise incur borrowings (or
indebtedness in the nature of borrowings) in a manner which would result in the
amount of Actual-Inter Group Debt and/or Actual Inter-Group Credit being
materially different from the amount of Completion Inter-Group Debt and/or
Completion Inter-Group Credit; and(iii)
    
    not, and procure that no member of the Sellers Group shall,
borrow any money from, nor lend any money to, nor incur any other financing
liabilities




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##### 



or obligations to the Group Companies (other than a trading debt or
liability arising in the ordinary course of conduct of the Hotels), or
otherwise incur borrowings (or indebtedness in the nature of borrowings) in
a manner which would result in the amount of Actual-Inter Group Debt and/or
Actual Inter-Group Credit being materially different from the amount of
Completion Inter-Group Debt and/or Completion Inter-Group Credit,
 unless the Purchaser has agreed to this in writing, such consent not to be
unreasonably withheld or delayed.5.2.2
    
    The Principal Seller undertakes to procure that, to the extent that such
has not already occurred as at the date of this Agreement, by Completion:
 (i)
    
    all borrowings (and indebtedness in the nature of borrowings)
(excluding trading debt arising in the ordinary course of business) and all
accrued interest thereon owed by members of the Group to persons other than
members of the Sellers Group and/or the Group are paid and/or repaid in full
together with all commissions, fees (including break fees), penalties and
other charges and interest, as are payable in respect thereof. Such payments
and repayments shall be funded either from the Groups existing cash resources
or, to the extent such are insufficient for such purpose, by cash loans from
members of the Sellers Group;(ii)
    
    all cash pooling arrangements relating to the Group Companies
are terminated; and(iii)
    
    all security interests and/or other arrangements of any Group
Company relating to any borrowings, indebtedness in the nature of borrowings,
cash pooling arrangements and/or other bank facilities are released and
discharged in full.
 5.3
    
    CTB Election
 5.3.1
    
    The parties acknowledge that the Sellers have, prior to the date of this
Agreement, at the request of the Purchaser procured the conversion of Delaville S.p.A.
from S.p.A. (società per azioni) to S.r.l. (società a responsabilità limitata).5.3.2
    
    The Sellers shall use their reasonable endeavours to procure that prior to
Completion:
 (i)
    
    Hotelera el Carmen, S.A. is converted from S.A. (sociedad
anónima) to S.L. (sociedad de responsabilidad limitada); and(ii)
    
    Inter-Continental Budapest Szálloda
Zártkörüen Müködö
Részvénytársaság átalakulás alatt is
converted from Rt. (részvénytársaság)
to Kft (korlátolt felelösségü társaság) and that such conversion shall be
registered by the competent court of registration.
 5.3.3
    
    The Sellers shall (i) cause an IRS Form 8832 for each of the Group Companies
to be duly executed by the Relevant Parties (as defined in Clause 5.3.4) who are
members of the Sellers Group or the Group and (ii) use their reasonable endeavours to
procure the signatures of the other Relevant Parties for each Group Company on the IRS
Form 8832 for each of the Group Companies. The IRS Forms 8832 shall elect to treat
the Group Company to which it relates as either a




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##### 



Effective Date
 5.3.4
    
    For the purposes of Clause 5.3.3, Relevant Parties with respect to each
Group Company means (i) the owners of the shares of such Group Company on any of the
following dates (the Specified Dates): the date immediately preceding the Effective
Date, the Completion Date, and any date between the date immediately preceding the
Effective Date and the Completion Date, and (ii) any person within the Sellers Group
or that is a Group Company that is a creditor of the relevant Group Company on any of
the Specified Dates.5.3.5
    
    The Purchaser shall:
 (i)
    
    reimburse the Sellers for any reasonable fees and expenses
incurred by the Sellers in connection with the conversions and elections
referred to in Clauses 5.3.1, 5.3.2 and 5.3.3 up to a maximum amount of
£75,000 (exclusive of VAT); and(ii)
    
    subject to Clause 5.3.5(i), indemnify the Sellers (for
themselves and as trustees for and on behalf of the other members of the
Sellers Group and the Relevant Parties against any Losses (including for the
avoidance of doubt any reasonable fees and expenses) incurred by any member of
the Sellers Group or any such Relevant Party arising or resulting solely from
the conversions referred to in Clauses 5.3.1 and 5.3.2 (including any Taxes
that would not have been suffered but for the conversions described in Clauses
5.3.1 and 5.3.2 above).
 5.3.6
    
    For the purposes of Clause 5.3.5, in the event that this Agreement is
terminated, Sellers Group shall be deemed to also refer to the Group Companies and,
in the event Completion occurs, Relevant Parties shall be deemed to exclude all of
the Group Companies.
 5.4
    
    SecurityBetween the date of this Agreement and Completion, the Sellers shall provide, and procure
that each member of the Group provides, such reasonable information and, in the Sellers
absolute discretion, such other assistance as is necessary in connection with the financing
of the Transaction by the Purchaser and/or to enable the funders to the Purchaser to take
security over the shares, assets and undertaking of the Group with effect on or as soon as
reasonably practicable after Completion.




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##### 



6
    
    Completion6.1
    
    Date and PlaceSubject to Clause 4, Completion shall take place at the offices of the Sellers
Solicitors on the fifth Business Day following fulfilment of the condition set out in
Clause 4.1 or at such other location, time or date as may be agreed in writing between the
Principal Seller and the Purchaser.
  6.2
    
    Completion ObligationsOn Completion, each of the Sellers and the Purchaser shall comply with their
respective obligations specified in Schedule 5.
  6.3
    
    Payment on CompletionOn Completion, the Purchaser shall pay the Completion Amount to the Principal Seller.
 6.4
    
    Repayment of Completion Inter-Group DebtOn Completion the Purchaser shall procure repayment by the relevant Group Companies of
all of the Completion Inter-Group Debts and the Principal Seller shall procure repayment by
the relevant members of the Sellers Group of all of the Completion Inter-Group Credits, in
each case, such repayment to be capable of being satisfied and discharged in full by:
 6.4.1
    
    if the Completion Inter-Group Debt Balance (based on the figures in Schedule
11) is a positive figure, the Purchaser (for and on behalf of the relevant Group
Companies) paying such Completion Inter-Group Debt Balance to the Principal Seller (for
and on behalf of the relevant members of the Sellers Group); and
 6.4.2
    
    if the Completion Inter-Group Debt Balance (based on the figures in Schedule
11) is a negative figure, the Principal Seller (for and on behalf of the relevant
members of the Sellers Group) paying such Completion Inter-Group Debt Balance to the
Purchaser (for and on behalf of the relevant Group Companies).
 6.5
    
    Repayment of Certain Inter-Group Payables and ReceivablesOn or before the fifth Business Day after Completion:
 6.5.1
    
    the Purchaser shall procure that each Group Company pays to the relevant
member(s) of the Sellers Group any individual Inter-Group Payable with a value as at
24:00 hours (CET) at the end of the Completion Date of 5,000,000 or more due from such
Group Company to a member of the Sellers Group; and
 6.5.2
    
    the Principal Seller shall procure that each relevant member of the Sellers
Group pays to the relevant Group Company(ies) any individual Inter-Group Receivable
with a value as at 24:00 hours (CET) at the end of the Completion Date of 5,000,000 or
more due from such member of the Sellers Group to a Group Company.




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##### 



6.6
    
    Breach of Completion ObligationsIf any of the Sellers fails to comply with any of their material obligations in
paragraphs 1.1, 2 or 3 of Schedule 5 or any of their obligations in Clause 6.4, or the
Purchaser fails to comply with its obligations in Clauses 6.3 or 6.4 or its material
obligations in paragraphs 1.2, 2 or 3 of Schedule 5, then Completion shall not occur and
the Purchaser, in the case of non-compliance by the Sellers, or the Principal Seller, in
the case of non-compliance by the Purchaser, 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 Purchaser, as the case may be, served on
the Completion Date:
 6.6.1
    
    to terminate this Agreement (other than this Clause and Clauses 1, 5.3.5, 12
and 13.5 to 13.24) without liability on its part; or6.6.2
    
    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
Purchaser) Completion must take place in respect of all the Shares at the same time);
or6.6.3
    
    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       Employment and Pensions
 7.1.1
    
    The Principal Seller agrees to procure that each relevant member of the Sellers
Group will, between the date hereof and Completion, comply with and respond to such
requests of a trade union, works council or other representative body in respect of the
Hotels which have been, or are required to be, consulted or notified of the
arrangements contemplated by this Agreement as it considers reasonable (acting in good
faith) and the Purchaser agrees to provide such assistance as the Principal Seller may
reasonably request in connection with any such compliance and/or response.7.1.2
    
    The Sellers and the Purchaser 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.7.1.3
    
    The Purchaser confirms that following Completion the Transferring Budapest
Employees will be offered:
 (i)
    
    membership of a defined contribution pension arrangement in
respect of their future service to which the rate of employer contributions
payable will be no lower than their current entitlement to 5 per cent. or 10
per cent. (as appropriate) of basic salary excluding bonuses, incentives and
overtime pay, being the contribution rates that are paid by and in respect of
the Transferring Budapest Employees to the IHG International Savings and
Retirement Plan immediately prior to Completion; and(ii)
    
    ancillary benefits that are broadly equivalent in value overall
to the following benefits provided to the Transferring Budapest Employees
immediately prior to Completion:




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(a)
    
    life insurance providing death in service lump sum
benefits of two times Salary on death and three times Salary
on accidental death based on a notional Salary of net salary
increased by 40 per cent.; and(b)
    
    membership of the International
Healthcare Trust Scheme for employees of the Intercontinental
Hotels Group, a copy of the terms of which are included
in the Data Room at ICBud.8.15_2.
 7.1.4
    
    The Sellers agree to transfer the employment of the convention sales manager
currently seconded by Intercontinental Hotel-Betriebsgesellschaft m.b.H (Austria) to
the IC Prague Hotel to a member of the Sellers Group on or before Completion.
 8     Post-Completion Adjustments
 8.1
    
    Net Current Asset StatementThe Principal Seller shall procure that as soon as practicable, but in any event
within 90 days following Completion, it shall draw up the Net Current Asset Statement in
accordance with Schedule 6.
 8.2
    
    Adjustment to Consideration
 8.2.1
    
    Net Current Assets(i)
    
    If the Net Current Assets exceed the Estimated Net Current
Assets, the 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 Purchaser an amount
equal to such deficit as a reduction in the consideration for the Shares.(iii)
    
    Any payments pursuant to this Clause 8.2.1 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, agreement and/or determination of
the Net Current Asset Statement is complete.
 8.2.1
    
    Payment Where any payment is required to be made pursuant to this Clause 8.2, the amount of
the consideration payable for the Shares pursuant to this Agreement shall be deemed
to have been reduced or increased accordingly.8.2.3
    Interest If, as a result of the application of Clause 8.2.1(ii), the Principal Seller is
required to repay the Purchaser a sum in excess of 7.5 million, then an amount
equivalent to interest at a rate of 9 per cent, per annum shall accrue daily on the
amount of such excess from the Completion Date to the date of payment of such sum in
accordance with Clause 8.2.1(ii) and shall be paid by the Principal Seller to the
Purchaser on the same date as payment under Clause 8.2.1(ii) is made.




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8.3
    
    Adjustment to Completion Inter-Group Debt Balance
 8.3.1
    
    If the amount of any Actual Inter-Group Debt exceeds the corresponding
Completion Inter-Group Debt (if any) or, if the amount of any Actual Inter-Group Credit
is less than the corresponding Completion Inter-Group Credit (if any), then, as an
adjustment to the repayments made pursuant to Clause 6.4, the Purchaser shall procure
that the relevant Group Companies pay or repay to the relevant members of the Sellers
Group the relevant amount of such excess and/or shortfall, as the case may be, on the
same date as payments under Clause 8.2.1 are made.
 8.3.2
    
    If the amount of any Actual Inter-Group Debt is less than the corresponding
Completion Inter-Group Debt (if any) or if the amount of any Actual Inter-Group Credit
exceeds the corresponding Completion Inter-Group Credit (if any), then, as an
adjustment to the repayments made pursuant to Clause 6.4, the Principal Seller shall
procure that the relevant members of the Sellers Group pay or repay to the relevant
Group Companies the relevant amount of such shortfall and/or excess, as the case may
be, on the same date as payments under Clause 8.2.1 are made.
 8.4
    
    Settlement and Discharge
  9      Warranties and Indemnities
 9.1
    
    Sellers Warranties
 9.1.1
    
    Subject to Clause 9.2, the Principal Seller (for itself and on behalf of each
other Seller), warrants to the Purchaser that the statements set out in:
 (i)
    
    Schedule 7 are true and accurate as of the date of this Agreement; and(ii)
    
    paragraphs 1 (other than 1.1.11, 1.1.12 and 1.1.14), 4.1.1,
4.1.2, 4.3.2, 4.3.3 and 14 of Schedule 7 will be true and accurate, in each
case, as if they had been repeated at Completion having regard to the facts
and circumstances existing at Completion.
 9.1.2
    
    Subject to Clause 9.1.3, the only Sellers Warranties given:
 (i)
    
    in respect of the Properties are those contained in paragraph 4
of Schedule 7 and each of the other Sellers Warranties shall not to be given
in respect of the Properties;(ii)
    
    in respect of (a) protection or prevention of pollution of or
harm to the Environment; (b) Environmental Law; and/or (c) Environmental
Permits, are those contained in paragraph 10 of Schedule 7 and each of the
other Sellers Warranties shall be deemed not to be given in respect of the
protection or prevention of pollution of or harm to the Environment,
Environmental Law and Environmental Permits; and




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(iii)
    
    in respect of Tax are those contained in paragraph 13 of Schedule 7
and each of the other Sellers Warranties shall be deemed not to be given
in respect of Tax.
 9.1.3
    
    Clause 9.1.2 shall not apply to, and nothing in Clause 9.1.2 shall prevent or
limit any claim or proceeding by the Purchaser in respect of a breach of, any of the
Sellers Warranties in paragraphs 2,11 or 12 of Schedule 7.9.1.4
    
    The Sellers acknowledge that the Purchaser has entered into this Agreement in
reliance upon the Sellers Warranties.9.1.5
    
    Any Sellers Warranty qualified by the expression so far as the Sellers are
aware or any similar expression shall, unless otherwise stated, be deemed to refer to
the actual knowledge, after having made reasonable enquiry, of those persons set out in
column (1) of Schedule 9, in each case in relation to those Sellers Warranties set out
against each such persons name in column (3) of Schedule 9 and having regard to any
other qualifications (if any) referred to in such column (3) against each such persons
name.
 9.2
    
    Sellers Disclosures
 9.2.1
    
    The Sellers Warranties are subject to:
 (i)
    
    the matters which are fairly disclosed in this Agreement or
the Disclosure Letter (including the Schedules thereto) or expressly provided
for under the terms of this Agreement;(ii)
    
    any information which is fairly disclosed in any document in
the Data Room which is listed in Schedule 1 to, or in any document listed in
Schedule 3 to, the Disclosure Letter; and(iii)
    
    the limitations of liability set out in Clause 10, in
accordance with their terms.
 9.2.2
    
    Each Sellers Warranty is to be construed independently and (except where this
Agreement expressly provides otherwise) is not limited by a provision of this Agreement
or another Sellers Warranty.
 9.3
    
    Sellers Indemnities and Undertakings
 9.3.1
    
    The Principal Seller shall indemnify and hold harmless the Purchaser (for itself
and as agent for any other member of the Purchasers Group) against all Losses which
any member of the Purchasers Group incurs to the extent such Losses arise or result
from:
 (i)
    
    the Pre-Sale Reorganisation including any 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 connection with any failure to
execute, deliver, perform or comply with the Pre-Sale Reorganisation Documents
or to the extent such Losses:
 (a)
    
    constitute a loss, liability, cost or
expense of implementing the Pre-Sale Reorganisation;




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(b)
    
    relate to any claim arising or resulting from the implementation of the
Pre-Sale Reorganisation which would not have arisen but for such implementation;
or(c)
    
    arise or result from the Pre-Sale Reorganisation not having been
implemented and completed in full prior to Completion,
  (ii)
    
    any warranty, indemnity, undertaking or covenant which was or is given by any Group Company
in connection with the disposal, pursuant to an agreement entered into prior to Completion,
of any interest in a company or business;(iii)
    
    any Group Company being or becoming liable for any unpaid or deferred consideration in
connection with the acquisition, pursuant to any agreement entered into prior to Completion,
of any interest in a company or business;(iv)
    
    any Group Company having, prior to Completion:
 (a)
    
    (i) disposed or agreed to dispose of any interest in any business and/or
company (disregarding for these purposes any disposals to other members of the
Group); (ii) closed or run down, or ceased trading in respect of, any business; (iii)
owned, held, managed, operated, carried on or been otherwise involved in, in each
case, directly or indirectly and in any capacity, any business or part thereof other
than the business of any of the Hotels as operated and carried on as at the date of
the Agreement; or(b)
    
    owned, held or managed any interest in any asset other than (i) an asset
used, as at the date of this Agreement, by any of the Group Companies in the ordinary
course of business of any of the Hotels or of any of the Group Companies as carried
on as at the date of this Agreement or (ii) any share interest of a Group Company
referred to in paragraphs 1.1.10, 1.1.11 and/or 1.1.14 of Schedule 7. For the
purposes of this Clause 9.3.1 (iv)(b), in determining the quantum of any Losses, the
market value of the asset giving rise to such Losses and any delay which may be
experienced in realising such market value shall be taken into account;
 (v)
    
    the closure of any guest rooms and office facilities at the IC Rome Hotel which have a
ceiling height of less than the minimum height requirements imposed under applicable Italian
health and safety regulations as a result of enforcement action taken by the relevant health
and safety authorities in connection with such fact to the extent such Losses are incurred in
relation or by reference to the period prior to the earlier of (i) expiry or earlier
termination of or (ii) renewal or extension of the Rome Lease Agreement. For the purposes of
this Clause 9.3.1 (v), Losses shall, for the avoidance of doubt, be deemed to include loss of
profit (net of Taxation) arising as a




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##### 



direct result of the inability to use or let such guest rooms and any
reasonable relocation costs and/or reasonable expenses arising as a result
of the inability to use such offices, and shall take into account any
reduction in rental payments to the landlord of the IC Rome Hotel as a
result of such inability to use or let such rooms and any other costs
savings which result from the closure of such rooms;
 (vi)
    
    any claim brought against any Group Company to the extent such
claim arises or results from the lease agreement dated 30 December 1993
between Intercontinental Hotel Stuttgart Betriebs GmbH & Co. KG (now merged
into IHGG) and Aachener und Munchener Lebensversicherung AG or any other
interest in the property the subject of such lease;(vii)
    
    any claim brought against BOEBV under or in connection with
the letter of guarantee dated 11 December 2000 granted by BOEBV in favour of
IZD Hotel Betriebs GmbH in relation to Holiday Inn BVs obligations under the
operating management agreement relating to the Crowne Plaza Vienna hotel dated
29 September 2000 between IZD Hotel Betriebs GmbH and Holiday Inns BV (Austria
branch);(viii)
    
    any claim by, in respect of or in relation to any Transferring Employee to
the extent such Losses are referable to the period prior to Completion
including, without limitation, any claim, brought by any employee
representative, works council or other collective body on behalf of any such
Transferring Employee;(ix)
    
    from the transfer of any such Transferring Employee (whether
pursuant to the Pre-Sale Reorganisation or otherwise); or(x)
    
    any of the facts, matters or circumstances referred to in Schedule 17,
  (a)
    
    the Purchaser shall not be entitled to make a claim pursuant to
this Clause 9.3.1 (i) to the extent that such claim is in respect of Taxation,
and such claim shall, to such extent, be dealt with instead subject to and in
accordance with Clause 2.9 and the other provisions of the Tax Deed of Covenant
(as applicable); and(b)
    
    to the extent that a claim under any of Clauses 9.3.1 (ii) to
(x) above is in respect of Taxation, such claim shall, to such extent, be
treated as a Tax Claim (as defined in the Tax Deed of Covenant) and shall be
dealt with as such subject to and in accordance with the terms of the Tax Deed
of Covenant.
 9.3.2
    
    The provisions of Clauses 11.3 and 11.4 shall also apply, mutatis mutandis,to
any claims under Clause 9.3.1, save that the provisos at the ends of each of Clauses
11.4.1(i) and (ii) shall be deemed not to apply to any such claims.
 9.4
    
    Purchasers Warranties
 9.4.1
    
    The Purchaser warrants to the Sellers that the statements set out in Schedule 8
are true and accurate.




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9.4.2
    
    The Purchaser acknowledges that the Sellers have entered into this
Agreement in reliance upon the statements set out in Schedule 8.
 9.5
    
    Waiver
  9.6
    
    Termination Rights
 9.6.1
    
    If, at any time prior to Completion, the Sellers are in breach of any the
Sellers Warranties contained in paragraphs 1 (otherthan 1.1.11,1.1.12 and 1.1.14),
4.1.2, 4.3.2, 4.3.3 or 14 of Schedule 7 or in material breach of the Sellers Warranty
contained in paragraph 4.1.1 of Schedule 7 (or, in any case, would be if such Sellers
Warranties were repeated at that time), the Purchaser shall be entitled (in addition
and without prejudice to all other rights or remedies available to it including the
right to claim damages) by notice in writing to the Principal Seller to terminate this
Agreement (other than this Clause 9.6.1 and Clauses 1, 5.3.5, 12 and 13.5 to 13.24)),
such termination to be without prejudice to any accrued rights, obligations and
liabilities under this Agreement.
 9.6.2
    
    Any failure by the Purchaser to exercise the right to terminate this Agreement
under Clause 9.6.1 shall not constitute a waiver of any other rights of the Purchaser
arising out of any breach of any Sellers Warranty.
 10 Limitation of SellersLiability
 10.1
    
    Time Limitation for Claims
  10.1.1
    
    in the case of any claim under paragraph 13 of Schedule 7 (Tax Warranties) or under
the Tax Deed of Covenant not later than 1700 (CET) on the seventh anniversary of the
Completion Date together with written general particulars of that claim (with
sufficient detail to enable the Principal Seller to identify the subject of the claim)
and, to the extent practicable, the Purchasers genuine pre-estimate of the quantum of
the claim and how this has been quantified;10.1.2
    
    in the case of any other claim for breach of a Sellers Warranty, within 15 months
following Completion; and10.1.3
    
    in the case of any claim under Clause 9.3.1(v), on or before 30 June 2014 or, if
earlier, six months following such date (if any) on which the Rome Lease




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Agreement is either extended or renewed or on which any member of the
Purchasers Group enters into a new lease in respect of the IC Rome Hotel,
   10.2
    
    Minimum Claims
 10.2.1
    
    The Sellers shall not be liable in respect of any individual claim or a series
of related claims or claims arising from substantially similar facts or circumstances,
in each case;
 (i)
    
    for breach of a Sellers Warranty, where the liability
agreed or determined (disregarding the provisions of this Clause 10.2) in
respect of any such claim or series of claims does not exceed 200,000; and(ii)
    
    for claims under the Tax Deed of Covenant, where the
liability agreed or determined (disregarding the provisions of this Clause
10.2) in respect of any such claim or series of claims does not exceed 5,000.
 10.2.2
    
    Where the liability agreed or determined in respect of any such claim or series of
claims referred to in Clause 10.2.1(i) exceeds 200,000 or, as the case may be, in
Clause 10.2.1 (ii) exceeds 5,000, 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.
 10.3
    
    Aggregate Minimum Claims
 10.3.1
    
    The Sellers shall not be liable in respect of any claim for breach of a Sellers
Warranty unless the aggregate amount of all claims for which the Sellers would
otherwise be liable for breach of any Sellers Warranty (disregarding the provisions of
this Clause 10.3) exceeds 6,000,000.10.3.2
    
    The Sellers shall not be liable in respect of any claim under the Tax Deed of
Covenant unless the aggregate amount of all claims for which the Sellers would
otherwise be liable under the Tax Deed of Covenant (disregarding the provisions of this
Clause 10.3) exceeds 25,000.10.3.3
    
    Where the liability agreed or determined in respect of all claims referred to in
Clause 10.3.1 exceeds 6,000,000 or, as the case may be, in Clause 10.3.2 exceeds
25,000, the Sellers shall be liable for the aggregate amount of all claims for breach
of Sellers Warranty or under the Tax Deed of Covenant, respectively, as agreed or
determined and not merely for the amount of the excess.
 10.4
    
    Maximum Liability
  (i)
    
    any claim for breach of any of the Sellers Warranties (other than those set
out in paragraphs 1.1, 4.1.1, 4.1.2, 4.3.2, 4.3.3 and 14 of Schedule 7) shall not
exceed an aggregate amount equal to 150,000,000;




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##### 



(ii)
    
    any claim under Clause 9.3.1 (v) shall not exceed an amount equal to 4 million,
 
 10.5
    
    Provisions
  10.5.1
    
    allowance, provision or reserve is made in the Net Current Asset Statement in respect
of the matter giving rise to such claim; or10.5.2
    
    the matter giving rise to such claim is noted as a contingent liability in the
Audited Accounts.
 10.6
    
    Matters Arising Subsequent to this Agreement
  10.6.1
    
    Agreed matters
  10.6.2
    
    Acts of the Purchaser
  (i)
    
    outside the ordinary course of business as now carried on or
any negligent act, omission or transaction; or any default of any such person
or persons after Completion; or(ii)
    
    otherwise than pursuant to a legally binding commitment to
which any of the Group Companies is subject on or before Completion;
 10.6.3
    
    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
 10.6.4
    
    Accounting and Taxation Policies




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##### 



10.7
    
    Insurance
  10.8
    
    Net Financial Benefit
  10.9
    
    Mitigation of Losses
  10.10
    Purchasers Right to Recover
 10.10.1
    
    Recovery for actual liabilities
  10.10.2
    
    Prior to recovery from the Sellers etc.




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##### 



10.10.3
    
    Following recovery from the SellersIf any Seller has paid an amount in discharge of any claim under this Agreement and
the 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 Purchaser or Group Company (in whole or in part) in
respect of the loss or liability which is the subject matter of the claim, the
Purchaser shall procure that such reasonable 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
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 Purchaser less any Taxation
attributable to it.10.10.4
    
    Recovery IndemnityThe Principal Seller shall indemnify and covenant to pay the Purchaser (for and on
behalf of itself and each Group Company) in respect of any Losses, costs and
expenses which the Purchaser and/or any Group Company may incur as a result of any
reasonable steps taken pursuant to Clauses 10.10.2 and/or 10.10.3, save to the
extent that such Losses, costs and expenses have already been reimbursed by way of
deduction of the relevant costs and expenses from any such recovery as referred to
in such Clauses.10.11
    
    Double ClaimsThe Purchaser shall not be entitled to recover from the Sellers under this Agreement and/or
the Tax Deed of Covenant more than the amount of the Losses suffered.10.12
    
    FraudNone of the limitations contained in this Clause 10 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
    
    Claims11.1
    
    Notification of Potential ClaimsIf the Purchaser or any Group Company becomes aware of any fact, matter or circumstance that
will or is reasonably likely to give rise to a claim against the Sellers under this
Agreement the Purchaser shall within 30 Business Days thereof give a notice in writing to
the Principal Seller specifying in reasonable detail the legal and factual basis of the
claim 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). Failure to give notice within such period shall not affect the rights of the
Purchaser except to the extent that any Seller is prejudiced by the failure.




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11.2
    
    Commencement of Proceedings
  11.3
    
    Investigation by the Sellers
  11.3.1
    
    the Purchaser shall allow, and shall procure that the relevant Group Company allows,
the Sellers and their financial, accounting or legal advisers such access as is
reasonably required 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;
and11.3.2
    
    the Purchaser shall disclose to the Sellers all primary material of which the
Purchaser is aware which relates to the claim and shall, and shall procure that any
other relevant members of the Purchasers Group shall, give, subject to their being
paid all reasonable costs and expenses, such information and assistance, including
access to premises and personnel, 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. The Sellers agree to ensure that all such
information is kept confidential and to use it only for the purpose of investigating
and defending the claim in question.
 11.4
    
    Conduct of Third Party Claims
 11.4.1
    
    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 Purchasers
Group:
 (i)
    
    subject to the Sellers indemnifying the Purchaser or other
member(s) of the Purchasers Group concerned against all Losses, the Purchaser
shall, or the Purchaser shall procure that such other members of the
Purchasers Group shall, take such action as the Sellers may reasonably
request to avoid, dispute, deny, defend, resist, appeal, compromise or contest
such claim, provided (in each case) that to do so would not be materially
prejudicial or detrimental to the business of any Hotel;(ii)
    
    subject to the Sellers indemnifying the Purchaser or other
member(s) of the Purchasers Group concerned against all Losses that arise or
result from such claim (including, without limitation, those arising from or
relating to its conduct, defence and/or settlement), the Sellers shall be
entitled at their own cost and expense and in their absolute discretion, by
notice in writing to the Purchaser, to take such action as they shall deem
necessary 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 Purchaser or other member of the Purchasers Group concerned and
to have the




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conduct of any related proceedings, negotiations or appeals, provided
(in each case) that to do so would not be materially prejudicial or
detrimental to the business of any Hotel; and
 (iii)
    
    the Purchaser or other member of the Purchasers Group
concerned may not admit, compromise, dispose of or settle such claim without
the written consent of the Sellers (not to be unreasonably withheld or
delayed).
 11.5
    
    Application
 11.5.1
    
    Subject to Clause 11.5.2 below, the provisions of Clauses 10 and 11 shall apply
(in accordance with their respective terms) to all Sellers Warranties.11.5.2
    
    The provisions of Clauses 10 and 11 shall apply (in accordance with their respective
terms) to the Tax Warranties and the Tax Deed of Covenant, other than Clauses 10.5,
10.6, 10.9 (in respect of claims under the Tax Deed of Covenant only), 10.10 and 11.1,
11.2, 11.3 and 11.4 of this Agreement, which shall not apply to the Tax Warranties or
the Tax Deed of Covenant.11.5.3
    
    None of the provisions of Clauses 10 or 11 shall apply to any claim under Clause 9.3,
other than Clauses 10.1, 10.4, 10.5.1, 10.7, 10.8, 10.10.1, 10.10.3, 10.10.4, 10.11,
10.12, 11.3, 11.4 (subject to Clause 9.3.2) and this Clause 11.5.3, in each case, in
accordance with their respective terms.11.5.4
    
    In respect of any other claim under this Agreement (other than a claim to which any
of Clauses 11.5.1 to 11.5.3 apply), none of the provisions of Clauses 10 or 11 shall
apply other than Clauses 10.4, 10.8, 10.9, 10.11, 10.12 and this Clause 11.5.4 which
shall apply, in each case, in accordance with their respective terms.
 12      Confidentiality
 12.1
    
    Announcements
  12.2   Confidentiality
 12.2.1
    
    Pending Completion, this Clause 12 shall be without prejudice to the
Confidentiality Agreement, which Agreement shall remain in full force and effect up to
Completion. With immediate effect on Completion, the Confidentiality
Agreement shall terminate, save for any then accrued rights and/or obligations of the
parties thereunder.12.2.2
    
    Subject to Clause 12.1 and Clause 12.2.3:




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(i)
    
    each of the Sellers and the Purchaser 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 any other information relating to the
business, financial or other affairs (including future plans and targets) of the
Purchasers Group (including the Group Companies); and(iii)
    
    the Purchaser 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.
 12.2.3
    
    Clause 12.2 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 Purchaser or any
member of the Sellers Group or the Purchasers Group respectively are listed;(ii)
    
    the disclosure or use is required to vest the full benefit of this Agreement
in any of the Sellers or the Purchaser;(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, funders and/or (if
applicable) potential syndicate members of such funders to any of the Sellers and/or
the Purchaser on terms that such professional advisers, funders and potential
syndicate members undertake to comply with the provisions of Clause 12.2.2 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 Purchasers Group and such members agree to treat the information as
confidential and adhere to the terms of this Clause 12 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,




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provided that prior to disclosure or use of any information pursuant to Clause
12.2.3(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.
 12.3
    
    Application to Tax Deed of Covenant
  13      Other Provisions
 13.1
    
    Further Assurances
 13.1.1
    
    Each of the Sellers and the Purchaser 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 Purchaser may
reasonably require to transfer the Shares to the Purchaser in accordance with the terms
of, and otherwise to give each of them the full benefit of, this Agreement.13.1.2
    
    Following Completion, pending registration of the Purchaser as owner of the Shares,
the Sellers shall only exercise their voting and other rights in relation to such
Shares in accordance with the Purchasers instructions and shall otherwise promptly
provide or make available to the Purchaser any benefits attaching or accruing to the
Shares on or after Completion.13.1.3
    
    If any property, right or asset which does not form part of the Assets and is not
otherwise contemplated to be so transferred, is inadvertently transferred by the
Sellers Group to the Purchaser on Completion under this Agreement, the Purchaser,
at the Principal Sellers cost, shall transfer such property, right or asset (and any
related liability) back to a member of the Sellers Group nominated by the Principal
Seller for nil consideration, as soon as reasonably practicably after becoming aware or
otherwise being informed in writing by the Principal Seller of such matter.13.1.4
    
    The Purchaser shall, and shall procure that the relevant Group Companies shall,
retain for a reasonable period, such reasonable period to include (for the avoidance of
doubt and without limitation) such period as is required under any applicable Tax
Statute, from Completion 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 upon their written request
reasonable access to such books, records and documents, including the right to take
copies, at the Sellers expense.13.1.5
    
    The Purchaser 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
InterContinental 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. To the extent that the name of
any Group Company whose name contains or includes the name Intercontinental has not
been changed on or prior to Completion to a name not




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including or containing any such name or any name likely to be confused with the
same, the Purchaser shall procure that, as soon as reasonably practicable following
Completion, the name of any such Group Company is so changed.
 13.1.6
    
    The Purchaser shall not, and shall procure that no member of the Purchasers Group
shall, after Completion, use in any way whatsoever any trading names or registered or
unregistered trade marks owned by or licensed (other than by a Group Company) to
the Sellers Group (including, without limitation, InterContinental) other
than as permitted under the Individual Hotel Management Agreements and the Trade Mark
Deeds.13.1.7
    
    If any property, right or asset owned by a member of the Sellers Group is used,
enjoyed or exercised exclusively by or in relation to the Group on or before Completion
other than:
 (i)
    
    the Excluded Rights; and(ii)
    
    any property, rights and assets to be, or contemplated to be,
provided, made available and/or licensed by the Sellers Group to the Group
under or in accordance with the terms of the Individual Hotel Management
Agreements,
  13.2
    
    Release of Guarantees
 13.2.1
    
    The Purchaser 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. Pending such release the Purchaser shall indemnify the Sellers (for
themselves and as trustees for the other members of the Sellers Group) against all
amounts paid by any of them after Completion pursuant to any such securities,
guarantees and indemnities in respect of such liability of the Group Companies.13.2.2
    
    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
including, for the avoidance of doubt, the Sienna Hotel Security Agreements. Pending
such release, the Sellers shall indemnify the Purchaser (for itself and as trustee for
the Group Companies) against all amounts paid by any of them after Completion pursuant
to any such securities, guarantees and indemnities in respect of such liability of any
member of the Sellers Group.




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13.3
    
    Contracts
 13.3.1
    
    In relation to the Split Contracts, the parties agree that, subject to Clause 13.3.2, with effect from Completion:
 (i)
    
    the Purchaser shall, or shall procure that the relevant member
of the Purchasers Group shall, to the extent it is lawfully and contractually
able to do so pursuant to the terms of the relevant Split Contract: (i) hold
any payments, goods or other benefits received under a Split Contract to the
extent such payments, goods or other benefits do not relate solely to the
business of any, some or all of the Hotels (Non Hotel Benefits) 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 provide the Sellers
such Non Hotel Benefits or, where it is not lawfully and contractually able to
do so pursuant to the terms of the relevant Split Contract, make such other
arrangements with the Sellers to provide to the relevant member of the
Sellers Group, the Non Hotel Benefits, 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; and (ii) carry out or perform its obligations
under the Split Contracts and (so far as it lawfully and contractually may
pursuant to the terms of the relevant Split Contract) do all such things as
the Sellers may reasonably require to enable due performance by the Sellers
Group of the Split Contracts for the Purchasers benefit to the Relevant
Extent and shall indemnify and keep indemnified the Sellers (for themselves
and as trustees for any other member of the Sellers Group) against any Losses
incurred by any member of the Sellers Group arising from the failure by any
member of the Purchasers Group to carry out, perform or discharge such
obligations or do such things as the Sellers may reasonably require to enable
such due performance 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 Loss referred to in this paragraph;(ii)
    
    each Seller undertakes to perform, or to procure the
performance (unless prohibited by law from doing so) of all Split Contracts, to
the Relevant Extent, in accordance with their terms and conditions as
sub-contractor of the relevant member of the Purchasers 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 or the
relevant Split Contract from doing so), to the Relevant Extent, of the relevant
Split Contract as agent of the Purchaser or the relevant member of the
Purchasers Group as appropriate in accordance with its terms and conditions
and in each case to indemnify the Purchaser (for itself and as trustee for the
other members of the Purchasers Group) against any Losses incurred by any
member of the Purchasers Group in respect of any failure on the part of a
member of the Sellers Group to perform the obligations contained in this
Clause 13.3.1 (ii); and(iii)
    
    if the Sellers so request, the Purchaser 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




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##### 



13.3.2
    
    For the purposes of Clause 13.3.1, neither the Purchaser nor any other member of the
Purchasers Group shall be liable to any member of the Sellers Group for breach of, or
otherwise under, Clause 13.3.1 to the extent that such liability arises or results from:
 (i)
    
    any breach of a Split Contract on or prior to Completion;(ii)
    
    any act or omission of any member of the Sellers Group or the Group prior
to Completion; or(iii)
    
    any act or omission of any member of the Sellers Group on or after
Completion, including a breach by any member(s) of the Sellers Group of their
respective obligations under any of the relevant Individual Hotel Management
Agreements.
 13.3.3
    
    In relation to the Sellers Group Contracts, the parties agree that with effect from
Completion:
 (i)
    
    the Sellers shall, or shall procure that relevant member of the Sellers
Group shall, to the extent it is lawfully and contractually able to do so pursuant to
the terms of the relevant Sellers Group Contract: (i) hold any payments, goods or
other benefits received under the Sellers Group Contracts to the extent such
payments, goods or other benefits relate solely to the business of any, some or all of
the Hotels (Hotel Benefits) on trust for the relevant member of the Purchasers
Group and as soon as reasonably practicable following receipt of the same shall
provide the Purchaser such Hotel Benefits or, where it is not lawfully and
contractually able to do so pursuant to the terms of the relevant Sellers Group
Contract, make such other arrangements with the Purchaser to provide to the relevant
member of the Purchasers Group, the Hotel Benefits, including the enforcement at the
cost and for the account of the Purchaser of all rights of the relevant member of the
Sellers Group against any other party thereto; and (ii) carry out or perform its
obligations (unless prohibited by law from doing so), of all Sellers Group Contracts
and (so far as it lawfully and contractually may pursuant to the terms of the relevant
Sellers Group Contract) do all such things as the Purchaser may reasonably require to
enable due performance by the Purchasers Group of the Sellers Group Contracts for the
Sellers benefit to the .Relevant Extent and shall indemnify and keep indemnified the
Purchaser (for itself and as trustee for the other members of the Purchasers Group)
against any Losses incurred by any member of the Purchasers Group arising from the
failure by any member of the Sellers Group to carry out, perform or discharge such
obligations or do such things as the Purchaser may reasonably require to enable such




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(ii)
    
    the Purchaser undertakes to perform, or to procure the performance (unless
prohibited by law from doing so), of all the Sellers Group Contracts to the Relevant
Extent, in accordance with their terms and conditions as sub-contractor of the
relevant member of the Sellers Group provided that such sub-contracting is permitted
under the terms of the relevant Sellers Group Contract, and where sub contracting is
not permissible, the Purchaser undertakes to perform, or procure the performance
(unless prohibited by law or the relevant Sellers Group Contract from doing so), to
the Relevant Extent, of the relevant Sellers Group Contract as agent of any Seller
or the relevant member of the Sellers Group as appropriate in accordance with its
terms and conditions and in each case to indemnify the Sellers (for themselves and as
trustees for the other members of the Sellers Group) against any Losses incurred by
any member of the Sellers Group in respect of any failure on the part of a member of
the Purchasers Group to perform the obligations contained in this Clause 13.3.3(ii);
and(iii)
    
    if the Purchaser so requests, the Sellers 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 Sellers Group Contract
whereby the Sellers Group Contract is terminated and replaced by two or more
contracts (including one with any member of the Purchasers Group 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 Purchaser or any member of the Purchasers Group or the
Sellers or any member of the Sellers Group is concerned, such terms shall be no
worse than the equivalent terms contained in the relevant Sellers Group Contract,
reflecting the relevant requirements of the Sellers and the Purchaser.
 13.3.4
    
    Inter-Group Arrangements
 (i)
    
    Subject to Clause 13.3.4(ii), the Principal Seller shall ensure that, by
Completion, all agreements, arrangements, obligations, undertakings and commitments
between any member(s) of the Sellers Group, on the one hand, and any member(s) of
the Group, on the other, are (at the Principal Sellers expense) terminated, such
termination to be without prejudice to any then accrued rights, obligations and/or
liabilities of the parties thereunder and shall indemnify the Purchaser (as trustee
for the Group Companies) for any Losses arising as a direct result of such
termination.(ii)
    
    Clause 13.3.4(i) shall not apply to:
 (a)
    
    any Sellers Group Contract or Split Contract;(b)
    
    this Agreement or any of the Transaction Documents or to the
extent otherwise expressly provided in any of such documents;(c)
    
    the Pre-Sale Reorganisation Documents;(d)
    
    the Individual Hotel Management Agreements or any agreements
or arrangements to be, or contemplated to be, provided, made available




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or licensed by the Sellers Group to the Group under or in
accordance with the terms of such Individual Hotel Management
Agreements;(e)
    
    the TCA;(f)
    
    any arrangements in the ordinary course of
business on arms length commercial terms,
  13.4
    
    Further Undertakings
 13.4.1
    
    Insurance
 (i)
    
    The Sellers shall procure that from the date of this Agreement
until Completion the interests of the Group and the Group Companies are noted
on any insurance policies maintained by or on behalf of the Sellers Group in
relation to any Group Company and shall provide reasonable evidence thereof to
the Purchaser within 10 Business Days of the date of this Agreement. (ii)
    
    Other than as provided for in the Individual Hotel Management
Agreements, the Purchaser agrees 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. If any Seller decides to maintain any of such
policies, the Purchaser shall not be entitled to benefit from such policies
and the Purchaser will put in place such insurances as it shall require in
relation thereto.
 13.4.2
    
    Cannes Beach ConcessionThe Sellers and the Purchaser shall co-operate in seeking, and shall use reasonable
endeavours to obtain, approval from the Town of Cannes to the arrangements which
are the subject of this Agreement pursuant to the Beach Concession Agreement,
including the change in directors of SNC Carlton Inter-Continental Cannes. Should
such approval fail to be obtained, such failure shall not entitle either party to
postpone Completion.13.4.3
    
    IC Vienna HotelThe Sellers agrees to procure that immediately prior to Completion BOEBV shall pay
to the Republic of Austria the sum of 360,000 in accordance with Article III of the
assignment agreement between BOEBV, the Principal Seller and the Republic of Austria
dated 3 February 2006, in full and final satisfaction and discharge of BOEBVs
obligations under such Article and of all obligations to pay purchase price under
and in accordance with such agreement.13.4.4
    
    Omega Litigation
 (i)
    
    Subject to the Principal Seller indemnifying the Purchaser (on
behalf of itself and other members of the Purchasers Group) on demand against
all Losses incurred from time to time by the Purchaser or any other member(s)




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(a)
    
    act pursuant to the instructions of IHM and/or the Principal
Seller, including with regard to the appointment and dismissal of IHGGs
counsel for the Omega Litigation and the legal actions taken by such counsel,
in each case, in connection with the Omega Litigation;(b)
    
    not admit, compromise, dispose of or settle the Omega
Litigation without the prior written consent of the Principal Seller; and(c)
    
    to the extent practicable, assign all potential claims and
receivables arising out or in connection with the Omega Litigation to the
Principal Seller as trustee for and on behalf of IHM (net of any Losses and
Tax). Clause 13.16 shall not apply to this Clause 13.4.4(i)(c).
 (ii)
    
    As a separate and independent obligation, and without prejudice to any other
indemnity contained herein, the Principal Seller will indemnify the Purchaser (on
behalf of itself and other members of the Purchasers Group) on demand against all
Losses incurred from time to time by the Purchaser or any other member(s) of the
Purchasers Group arising out of or in connection with any claim made by OMEGA Hotels
GmbH (or any related party thereto) either by way of a counterclaim or under separate
proceedings,(iii)
    
    To the extent that any claim under this Clause 13.4.4 is in respect of
Taxation such claim shall to such extent be treated as a Tax Claim (as defined in the
Tax Deed of Covenant) and shall be dealt with subject to and in accordance with the
terms of the Tax Deed of Covenant.
 13.4.5
    
    IC Dublin Agreement
 (i)
    
    The Sellers shall use all reasonable endeavours to procure by Completion or, to
the extent not done by Completion, shall as soon as reasonably practicable thereafter
ensure, that the IC Dublin Agreement is novated from BOEBV to the Principal Seller.(ii)
    
    If the novation of the IC Dublin Agreement as contemplated by Clause
13.4.5(i) does not take place prior to Completion, then following Completion:
 (a)
    
    the Purchaser shall at the Principal Sellers expense provide
reasonable assistance to the Sellers in procuring such novation; and(b)
    
    the Sellers shall indemnify the Purchaser (for itself and on
behalf of each Group Company) against all Losses incurred by the Purchaser
and/or any of the Group Companies arising or resulting from (A) the IC Dublin
Agreement and/or any non-compliance therewith (including any amount paid or
payable by any Group Company pursuant to the IC Dublin Agreement) and/or (B)
compliance with sub-clause (a) above.




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(iii)
    
    To the extent that any claim under Clause 13.4.5(ii)(b) is in respect of
Taxation such claim shall to such extent be treated as a Tax Claim (as defined in
the Tax Deed of Covenant) and shall be dealt with subject to and in accordance
with the terms of the Tax Deed of Covenant.
 13.4.6
    
    Pre-Sale ReorganisationSave as contemplated in Clauses 13.4.7 to 13.4.9, the Principal Seller shall procure that
the Pre-Sale Reorganisation and all steps and matters contemplated thereby or related
thereto are undertaken, implemented and completed prior to Completion in accordance with
the terms of the Pre-Sale Reorganisation Documents.13.4.7
    
    Sienna Hotel
 (i)
    
    The Principal Seller shall use reasonable endeavours to procure by
Completion or, to the extent not done by Completion, shall as soon as reasonably
practicable thereafter ensure, that the rights and obligations under the Sienna Hotel
PSPA are assigned from BOEBV to the Principal Seller.(ii)
    
    To the extent that the assignment of the Sienna Hotel PSPA referred to in
Clause 13.4.7(i) does not take place prior to Completion:
 (a)
    
    the Purchaser shall at the Principal Sellers expense
provide reasonable assistance to the Sellers in procuring such assignment;
and(b)
    
    pending such assignment, the Sellers shall indemnify the
Purchaser against any Losses incurred by the Purchasers Group that arise or
result from any liability of any Group Company pursuant to such agreement.
 (iii)
    
    To the extent that any claim under Clause 13.4.7(ii)(b) is In respect of
Taxation such claim shall to such extent be treated as a Tax Claim (as defined In the
Tax Deed of Covenant) and shall be dealt with subject to and in accordance with the
terms of the Tax Deed of Covenant,
 13.4.8
    
    Athenaeum
 (i)
    
    The Sellers shall use reasonable endeavours to procure by Completion or, to
the extent not done by Completion, shall as soon as reasonably practicable thereafter
ensure, that the Athenaeum Agreement is novated from BOEBV to the Principal Seller.(ii)
    
    To the extent that the novation as contemplated by Clause 13.4.8(i) does not
take place prior to Completion:
 (a)
    
    the Purchaser shall provide reasonable assistance to the
Sellers in procuring such novation; and(b)
    
    pending such novation, the Sellers shall indemnify the
Purchaser against any Losses incurred by the Purchasers Group that arise or
result from any liability of any Group Company pursuant to or in connection
with the Athenaeum Agreement and/or Athenaeum.




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(iii)
    
    To the extent that any claim under Clause 13.4.8(ii)(b) is In respect of
Taxation, such claim shall, to such extent, be treated as a Tax Claim
(as defined
in the Tax Deed of Covenant) and shall be dealt with subject to and in accordance
with the terms of the Tax Deed of Covenant.
 13.4.9
    
    Almaty Technical Services Agreement
 (i)
    
    The Sellers shall use reasonable endeavours to procure by Completion or, to
the extent not done by Completion shall as soon as reasonably practicable thereafter
ensure, that the Almaty technical services agreement dated 13 June 2004 between IHGG
and Mercury Invest LLC is assigned from IHGG to a member of the Sellers Group.(ii)
    
    If the novation of the Almaty technical services agreement as contemplated
by Clause 13.4.9(i) does not take place prior to Completion, then following
Completion:
 (a)
    
    the Purchaser shall at the Principal Sellers expense
provide reasonable assistance to the Sellers expense in procuring such
assignment; and(b)
    
    the Sellers shall lindemnify the Purchaser (for itself and
on behalf of each Group Company) against all Losses incurred by the Purchaser
and/or any Group Company arising or resulting from (A) the Almaty technical
services agreement and/or any non-compliance therewith (including any amount
paid or payable by any Group Company pursuant to the Almaty technical
services agreement) and/or (B) compliance with sub-clause (a) above.
 (iii)
    
    To the extent that any claim under Clause 13.4.9(ii)(b) is in respect of
Taxation such claim shall to such extent be treated as a Tax Claim (as defined in the
Tax Deed of Covenant) and shall be dealt with subject to and in accordance with the
terms of the Tax Deed of Covenant.
 13.4.10
    
    Minimum Net AssetsIf at any time after Completion and before the fourteenth anniversary of Completion
either:
 (i)
    
    the Principal Seller ceases, or is to cease, to be a member of the Sellers
Group; or(ii)
    
    the net assets of the Principal Seller are less than 150,000,000,
  Substitute Principal Seller




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Principal Seller (as the case may be) shall from time to time furnish to the Purchaser on
demand reasonable evidence of its net asset position.13.4.11
    
    IC Amstel Hotel Individual Hotel Management AgreementThe Principal Seller undertakes to procure that, prior to Completion:
 (i)
    
    a notarial deed, in the form attached as Annexure 4 to the Individual Hotel
Management Agreement relating to the IC Amstel Hotel (the IC
Amstel HMA), is
entered into between IHG Management (Netherlands) B.V. and B.V. Amstel Hotel
Maatschappij before a notary public in the Netherlands pursuant to which the
qualitative obligation (kwalitatieve verplichtlng)to be granted to IHG Management
(Netherlands) B.V. in accordance with the IC Amstel HMA will be registered with the
relevant Land Registry in the Netherlands; and(ii)
    
    the original notarial deed is submitted to the relevant Land Registry in the
Netherlands in order for such registration to occur.
 13.4.12
    
    IC Carlton Cannes Hotel Individual Hotel Management AgreementThe Principal Seller and the Purchaser agree to work together in good faith between the
date of this Agreement and the Completion Date in order to finalise the terms of the
Individual Hotel Management Agreement relating to the IC Carlton Cannes Hotel. The
Principal Seller and the Purchaser acknowledge that there are no outstanding commercial
issues as between themselves in respect of such Individual Hotel Management Agreement and
that the only amendments which may need to be made are mechanical amendments which may be
necessary to reflect and take account of the split of the ownership and operation of the
IC Carlton Cannes Hotel as between Société des Hôtels Réunis SAS and SNC Carlton
Inter-Continental Cannes.13.4.13
    
    IC Frankfurt Hotel Individual Hotel Management AgreementThe Principal Seller and the Purchaser agree to work together in good faith between the
date of this Agreement and the Completion Date in order to finalise the terms of the
Individual Hotel Management Agreement relating to the IC Frankfurt Hotel. The Principal
Seller and the Purchaser acknowledge that there are no outstanding commercial issues as
between themselves in respect of such Individual Hotel Management Agreement and that the
only amendments which may need to be made are mechanical amendments which may be necessary
to reflect and take account of:
 (i)
    
    the split of the ownership and operation of the IC Frankfurt Hotel as
between FIH and IHB Germany; and(ii)
    
    the fact that FIH itself shall not be subject to any obligation under that
Individual Hotel Management Agreement and that therefore the Purchaser and IHGG shall
procure that FIH fulfils certain obligations (where required to give effect to the
terms of that Individual Hotel Management Agreement).
 13.4.14
    
    IC Madrid Hotel Hotel Trade Mark AgreementBetween the date of this Agreement and Completion, the Principal Seller and the Purchaser
shall negotiate and agree (both acting reasonably and in good faith) the




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amount of, and the payment periods (whether lump sum or instalment) in respect of,
the royalty fee payable under the Hotel Trade Mark Agreement in respect of the IC
Madrid Hotel, the agreement of such amount to be based on the parties reasonable
assessment of the fair market value of such trade mark license, and shall procure
that the agreement so reached is reflected in the final version of such Hotel
Trade Mark Agreement to be executed and delivered at Completion in accordance with
Schedule 5.13.4.15
    
    Change of Business AddressThe Purchaser undertakes to notify the Commercial Register in Germany of the new
business address of each of IHB Germany, FIH and IHGG within 10 Business
Days of Completion.
 13.5
    
    Sellers Liability
 13.5.1
    
    The rights and obligations of each of the Sellers (other than the Principal
Seller) under this Agreement shall only relate to the Assets which it is selling under
this Agreement.13.5.2
    
    Each Seller:
 (i)
    
    agrees 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 being sold by any such Seller;(ii)
    
    irrevocably directs the Purchaser to pay any sums due and
payable by the Purchaser to it under this Agreement and/or the Tax Deed of
Covenant, to the Principal Seller; and(iii)
    
    agrees that payment by the Purchaser in accordance with the
direction in Clause 13.5.2(ii) shall constitute a good and absolute discharge
of the Purchasers obligation to pay any amount so paid to the Sellers under
this Agreement and/or, as the case may be, the Tax Deed of Covenant.
 13.5.3
    
    The Principal Seller shall be jointly and severally liable with each other Seller for
any breach of this Agreement by any other such Seller.13.5.4
    
    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.13.5.5
    
    Any liability to the Purchaser under this Agreement may in whole or in part be
released, compounded or compromised or time or indulgence given by the Purchaser in its
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.




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##### 



13.6
    
    Whole Agreement
 13.6.1
    
    This Agreement contains the whole agreement between the Setters and the Purchaser
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 and the Purchaser in
relation to the matters dealt with in this Agreement.13.6.2
    
    The Purchaser 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 Purchaser or its 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.13.6.3
    
    So far as is permitted by law and except in the case of fraud, each of the Sellers
and the Purchaser 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).13.6.4
    
    In Clauses 13.6.1 to 13.6.3, this Agreement includes the Disclosure Letter, the
Confidentiality Agreement and all documents entered into pursuant to
this Agreement.
 13.7
    
    Reasonableness
  13.8
    
    Assignment
 13.8.1
    
    Except as otherwise expressly provided in this Agreement, neither the Sellers nor
the Purchaser may without the prior written consent of the other, assign, grant any
security interest over, hold on trust or otherwise transfer the benefit of the whole
or any part of this Agreement.13.8.2
    
    Except as otherwise expressly provided in this Agreement, the Sellers or trie
Purchaser may, without the consent of the other, assign to a connected company the
benefit (but not the burden) 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 Purchaser or the Sellers, as
appropriate would have been entitled;




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##### 



(iii)
    
    an additional payment will not be required to be made to the
assignee as a result of such an assignment; and(iv)
    
    the other parties shall not incur any greater aggregate
liability than if such assignment had not taken place.
  13.8.3
    
    The Purchaser 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 Purchaser of the acquisition of the Assets provided that the Sellers shall incur no
greater liability than if any such charge or 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.13.8.4
    
    Notwithstanding Clause 13.8.1, the Sellers acknowledge that the Purchaser may provide
back to back indemnities, warranties or undertakings in respect of the matters the
subject matter of this Agreement and/or the Tax Deed of Covenant to subsequent
purchaser(s) of all or any of the Shares, Group Companies and/or Hotels, provided that
the Sellers shall not incur any greater liability as a result thereof than they would
have incurred had such subsequent disposal(s) not taken place. The Sellers agree that
in the event that the Purchaser brings a claim under this Agreement or the Tax Deed of
Covenant in respect of any Losses suffered by such subsequent
purchaser(s) in connection
with such back to back warranties, indemnities or undertakings that they will not raise
the argument that such Losses are too remote.
 13.9
    
    Third Party Rights
  13.10
    
    Variation
  13.11
    
    Time of the Essence




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##### 



13.12
    
    Method of Payment
 13.12.1
    
    Method
 (i)
    
    Wherever in this Agreement provision is made for a payment to
be made or procured by the Principal Seller or any other member of the
Sellers Group to the Purchaser or to a Group Company, the Principal Seller
and any relevant Seller shall arrange that such payment shall be made by the
Principal Seller for itself and on behalf of the relevant member of the
Sellers Group to the Purchaser for itself and on behalf of the relevant Group
Company.(ii)
    
    Wherever in this Agreement provision is made for a payment to
be made or procured by the Purchaser or a Group Company to the Principal
Seller or any other Seller or to a member of the Sellers Group, the Purchaser
shall arrange that such payment shall be made by the Purchaser for itself
and/or on behalf of the relevant Group Company to the Principal Seller for
itself and on behalf of the relevant Seller or member of the Sellers Group.(iii)
    
    Any such payments shall be effected by crediting for same day
value the account specified by the Principal Seller or the Purchaser (as the
case may be) on behalf of the party entitled to the payment (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.(iv)
    
    Payment of a sum in accordance with this Clause shall be a
good discharge to the payer (and those on whose behalf such payment is made)
of its obligation to pay such sum and the payer (and those on whose behalf
such payment is made) shall not be obliged to see to the application of the
payment as between those on whose behalf the payment is received.
 13.12.2
    
    Payments In respect of IndemnitiesFor the avoidance of doubt, in respect of any indemnity provided under this
Agreement and/or the Tax Deed of Covenant, the provider of such Indemnity may, upon
the request (and at the discretion) of the beneficiary of such indemnity, be
obliged to satisfy and discharge its obligations and liabilities under such
indemnity by satisfying and discharging the Losses the subject of the indemnity
directly, rather than requiring such beneficiary to meet such Losses itself and
then claim reimbursement in respect thereof under the indemnity.
 13.13
    
    Costs
 13.13.1
    
    Save as provided otherwise herein, 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.13.13.2
    
    Save as provided otherwise herein, the Purchaser shall bear all costs Incurred by
it in connection with the preparation, negotiation and entry Into of this Agreement
and the purchase of the Assets.




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##### 



13.14
    
    Stamp Duty, Fees and Taxes
  13.15
    
    Interest
  13.16
    
    Grossing-up of Indemnity Payments, VAT
 13.16.1
    
    All payments made under this Agreement pursuant to an indemnity, warranty,
compensation or reimbursement provision shall be made gross, free of any right of
counterclaim or set-off and without deduction or withholding of any kind other than
any deduction or withholding required by law.13.16.2
    
    If the deduction or withholding required by law is made from a payment (other than
a payment of or in respect of interest) described in Clause 13.16.1 then the sum due
from any party to this Agreement, as applicable, shall be increased to the extent
necessary to ensure that, after the making of any deduction or withholding (and after
giving credit for any tax relief available to the recipient in respect of the matter
giving rise to the payment), the recipient receives a sum equal to the sum it would
have received had no deduction or withholding been made.13.16.3
    
    Where any payment is made under this Agreement pursuant to an indemnity, warranty,
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 Purchaser for the Shares) 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.13.16.4
    
    Where any sum constituting an indemnity, warranty, 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




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##### 



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).13.16.5
    
    Where under the terms of this Agreement one party is liable to indemnify, compensate
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 other
party, subject to that other party using all reasonable endeavours to recover such
amount of VAT and (to the extent that it has been indemnified in respect of such amount
of VAT) paying to indemnifying party the amount of VAT recovered.13.16.6
    
    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 upon receipt of a valid VAT invoice.13.16.7
    
    For the purposes of this Clause 13.16, references to the recipient in Clauses
13.16.2 and 13.16.3, the Party in Clause 13.16.4 and another party or the other
party in Clause 13.16.5 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.
 13.17
    
    Notices
 13.17.1
    
    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.
 13.17.2
    
    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 Purchaser from time to time:
  th
  
 13.17.3
    
    A Notice to the Purchaser shall be sent to the following address, or such other
person or address as the Purchaser may notify to the Principal Seller from time to
time:




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##### 



13.17.4
    
    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.
 13.18
    
    Invalidity
 13.18.1
    
    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.13.18.2
    
    To the extent it is not possible to delete or modify the provision, in whole or
in part, under Clause 13.18.1, 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
13.18.1, not be affected.
 13.19
    
    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 and the
Purchaser may enter into this Agreement by signing any such counterpart.
 13.20
    
    No WaiverThe failure to exercise or delay in exercising a right or remedy in connection with this
Agreement does not impair or constitute a waiver of the right or remedy or an impairment
of or a waiver of other rights or remedies. No single or partial exercise of a right or
remedy in connection with this Agreement will prevent further exercise of such right or
remedy or the exercise of another right or remedy.




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##### 



13.21
    
    No ExpiryExcept to the extent that they have been performed and except where this Agreement
provides otherwise, the obligations contained in this Agreement remain in force after
Completion.
 13.22
    
    Sellers RepresentativeThe Sellers hereby appoint the Principal Sellers as their representative who may (for
and on behalf of the Sellers), make and authorise the making of any request, election,
notification, proposal, act or consent expressed to be made on behalf of the Sellers to the
Purchaser under or pursuant to this Agreement and/or any of the other Transaction
Documents. The Purchaser shall be entitled at its sole discretion to have regard only to,
and to rely absolutely upon and act in accordance with, without any liability to any party
for having relied or acted thereon, acts, consents and notices, including requests,
elections or proposals, made by the Principal Seller. Service of any notice or other
communication on the Principal Seller shall be deemed to constitute valid service thereof on all the Sellers.
 13.23
    
    Governing Law and Submission to Jurisdiction
 13.23.1
    
    This Agreement shall be governed by and construed in accordance with English
law.13.23.2
    
    Each of the Sellers and the Purchaser 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
and the Purchaser 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.
 13.24
    
    Appointment of Process Agent
 13.24.1
    
    The Sellers hereby irrevocably appoints 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.13.24.2
    
    The Sellers agree to inform the Purchaser in writing of any change of address of
such process agent within 28 days of such change.13.24.3
    
    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 Purchaser and to deliver to the Purchaser within 14 days a copy of
a written acceptance of appointment by the process agent.13.24.4
    
    The Purchaser hereby irrevocably appoints Morgan Stanley Services (UK) Limited of
25 Cabot Square, Canary Wharf, London E14 4QA 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 Purchaser.




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##### 



13.24.5
    
    The Purchaser agrees to inform the Principal Seller in writing of any change
of address of such process agent within 28 days of such change.13.24.6
    
    If such process agent ceases to be able to act as such or to have an address in
England, the Purchaser 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.13.24.7
    
    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.
 13.25
    
    Tax Deed of CovenantFor the purposes of Clauses 13.9 (unless expressly provided
for in the Tax Deed of
Covenant), 13.5, 13.7, 13.8, 13.11, 13.12, 13.13, 13.16, 13.17,
13.19, 13.20, 13.21, 13.22, 13.24
and, for the avoidance of doubt, 13.6, Agreement shall include the Tax Deed of Covenant.




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##### 



In witness
 BHR Holdings BV:
 Société Nouvelle du Grand Hotel SA:
 Société Des Hotels InterContinental France
SNC:
 Inter-Continental Hotels Corp.:




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##### 



MSREF VI Danube BV:




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##### 



Schedule 1
(Clause 2.1)
Details of Shares to be sold
 (3)Consideration(Initial ShareConsideration (ISC)plus Estimated Net(1)
    
    (2)
    
    Current Assets (ENCA))Name of Seller
    
    Number of Shares/Name of Company
    
    1
    
    BHR Holdings B.V.whose
    
    728 shares of 100 each in the capital of
    
    336,745,000 (ISC)registered office is at
    
    BHR Overseas (Europe) B.V.
    
    plusStrawinskylaan 3105, 7th Floor,
    
    
    
    (11,833,000) (ENCA)1077 ZX Amsterdam, TheNetherlands1 share at 1,000 in the capital of
    
    15,000 (ISC)Intercontinental Hotel-Betriebsgesellschaft mbH (Austria)2
    
    Société Nouvelle du Grand
    
    114,475 shares of 50 each in the capital
    
    151,807,000 (ISC)Hotel SAwhose registered office is
    
    of Société Des Hôtels Réunls SAS
    
    plus (4,399,000) (ENCA)at 5 place de IOpéra, 75009 Paris2 shares of 16 each in the capital of SNC
    
    3,000 (ISC)Carlton Inter-Continental Cannes3
    
    Societe Des HotelsInterContinental France SNC
    
    33,757 shares of 100 each in the capital
    
    50,700,000 (ISC)whose registered office is at 5 place
    
    of B.V. Amstel Hotel Maatschappij
    
    plus (855,000) (ENCA)de IOpéra, 75009 Paris498 shares of 2 each in the capital
ofSCH Résidence (France) SNC
    
    100,000 (ISC)plus(22,000) (ENCA)4
    
    Inter-Continental Hotels Corp., a
    
    4,320 shares of HUF 10,000, each in the
    
    340,000 (ISC)Delaware Corporation whose
    
    capital of Inter-Continental Budapestprincipal place of business is at
    
    Szálloda
Zártkörüen MüködöThree Ravinia Drive, Atlanta, GA
    
    Részvénytársaság átalakulás alatt.Upon registration of the conversion ofInter-Continental Budapest SzállodaZártkörüen
Müködö
 Részvénytársaságátalakulás alatt into a limited liabilitycompany (korlátolt
felelösségü társaság),the 4,320 shares of HUF 10,000 shall beconverted into one quota of HUF43,200,000




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##### 



Schedule 2
The Companies and the Subsidiaries
 1
    
    Particulars of the CompaniesName of Company:
    
    BHR Overseas (Europe) B.V.Registered number:
    
    33214174Registered office:
    
    Strawinskylaan 3105  7,1077ZX AmsterdamDate and place of incorporation:
    
    8 December 1988, AmsterdamIssued share capital:
    
    81,900Authorised share capital:
    
    91,000Registered shareholders and shares held:
    
    BHR Holdings B.V.  728 shares
91 shares held in treasury (expected to be
cancelled on the date of this Agreement)Directors:
    
    Paul Michael Storm,Jörg Hubert SchmittemFrederik Hendrik WittebolEquity Trust Co. NVAndrew John Patrick Mary GillSecretary:
    
    N/AAccounting reference date:
    
    31 DecemberAuditors:
    
    Ernst and YoungName of Company:
    
    Société Des Hôtels Réunis SASRegistered number:
    
    572 141 182 RCS PARISRegistered office:
    
    5 place de IOpera, 75009 ParisDate and place of incorporation:
    
    09/09/1957 ParisIssued share capital:
    
    5,723,750Authorised share capital:
    
    Not applicable under French LawRegistered shareholders and shares
held:
    
    Societe Nouvelle du Grand Hotel SA,
represented by Didier Boidin -114,475
sharesChairman:
    
    Societe Nouvelle du Grand Hotel SA- 
represented by Didier BoidinDirectors:
    
    M. Oliver RestaM. Francois ChopinetSecretary:
    
    N/A




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##### 



Name of Company:
    
    Société Des Hôtels Réunis SASAccounting reference date:
    
    30 SeptemberAuditors:
    
    Ernst and Young Audit SA (344 366 315 RCS
Paris), 4 R Auber 75009 ParisName of Company:
    
    B.V. Amstel Hotel MaatschappijRegistered number:
    
    33002644Registered office:
    
    Professor Tulpplein 1,1018GX AmsterdamDate of incorporation:
    
    14 June 1900, AmsterdamIssued share capital:
    
    3,375,700Authorised share capital:
    
    9,983,200Registered shareholders and
shares held:
    
    Societe Des Hotels InterContinental France
SNC  33,757 sharesDirectors:
    
    Hendrick Jan BoschPaul Didier Jacques Thomas Marie BergéSecretary:
    
    N/AAccounting reference date:
    
    31 DecemberAuditors:
    
    Ernst and Young2
    
    Particulars of the SubsidiariesName of Subsidiary:
    
    Hotelera el Carmen, S.A.Registration number:
    
    Companies Registry of Madrid: Volume
1509, Page 123, Sheet M-27922Registered office:
    
    Paseo de la Castellana 49, 28046 Madrid,
SpainTax identification number:
    
    A28041036Date of incorporation:
    
    21 December 1946Issued share capital:
    
    EUR 4,652,328.24Authorised share capital:
    
    EUR 4,652,328.24Shareholders and shares held:
    
    BHR Overseas (Europe) B.V. -1,545,169 bearersharesOther  455 bearer sharesDirectors:
    
    Mr Xavier Baudin FrancoisMr Alfonso Jordán GarciaMr Mariano Bautista Sagües




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##### 



Name of Subsidiary:
    
    Hotelera el Carmen, S.A.Secretary:
    
    Mr Mariano Bautista SagüesAccounting reference date:
    
    31 DecemberAuditors:
    
    Ernst and YoungName of Subsidiary:
    
    Intercontinental Hotel-Betriebsgesellschaftm.b.H.Court of registration:
    
    Commercial Court ViennaRegistration number:
    
    FN 68339 zDate of establishment:
    
    12 August 1969Date of incorporation:
    
    28 August 1969Share capital:
    
    7,121,937.75Shareholders and shares held:
    
    BHR Overseas (Europe) B.V.  EUR7,120,937.75BHR Holdings B.V,  EUR 1,000Managing Directors:
    
    Rolf Andre HübnerPatrick Simon McKennaAccounting reference date:
    
    31 DecemberAuditors:
    
    Ernst and Young
WirtschaftsprüfungsgesellschaftmbH




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##### 



Name of Subsidiary:
    
    Inter-Continental Budapest SzállodaZártkörüen Müködö Részvénytársaságátalakulás
alattRegistration number:
    
    Cg. 01-10-042995Registered office:
    
    1052 Budapest, Apàczai Cs.J.u.12-14Date of incorporation:
    
    19 March 1996Issued share capital:
    
    HUF 4,320,000,000Authorised share capital:
    
    HUF 4,320,000,000Shareholders and shares held:
    
    BHR Overseas (Europe) B.V.  427,680 shares
each with a nominal value of HUF 10,000.
Upon registration of the conversion of Inter-
Continental Budapest Szálloda Zártkörüen
Müködö Részvénytársaság átalakulás alatt
into a limited liability company (korlátolt
felelösségü társaság), the 427,680 shares of
HUF 10,000 shall be converted into one quota
of HUF 4,276,800,000.Inter-Continental Hotels Corp.  4,320 shares
each with a nominal value of HUF 10,000.
Upon registration of the conversion of Inter-
Continental Budapest Szálloda Zártkörüen
Müködö Részvénytársaság átalakulás alatt
into a limited liability company (korlátolt
felelösségü társaság), the 4,320 shares of HUF
10,000 shall be converted into one quota of
HUF 43,200,000.Directors:
    
    Mr Robert Kalman KennedyMr Michael KothMr Rolf André HübnerAccounting reference date:
    
    31 DecemberAuditors:
    
    Ernst and Young Könyvvizsgáló Kortátolt
Felelösségü  Társaság HU 1132 Budapest, Vaci
út 20.Name of Subsidiary:
    
    Inter-Continental Holding (Germany) GmbHCourt of registration:
    
    Local court of Frankfurt am MainRegistration number:
    
    HRB 34282Date of establishment:
    
    25 October 1991




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##### 



Name of Subsidiary:
    
    Inter-Continental Holding (Germany) GmbHDate of incorporation:
    
    25 October 1991Share capital:
    
    DEM 1,000,000Shareholders and shares held:
    
    BHR Overseas (Europe) B.V. - one share DEM1,000,000Managing Directors:
    
    Arnd StahlWilly WeilandWolfgang GattringerAccounting reference date:
    
    31 DecemberAuditors:
    
    N/AName of Subsidiary:
    
    Frankfurt Intercontinental Hotels GmbHCourt of registration:
    
    Local court of Frankfurt am MainRegistration number:
    
    HRB 10279Date of establishment:
    
    9 December 1960Date of incorporation:
    
    9 December 1960Share capital:
    
    EUR 2,556,500Shareholders and shares held:
    
    Inter-Continental Holding (Germany) GmbH -one share EUR 2,300,820SC Hotels UK Pensions S.à.r.l.  one shareEUR 204,550 and one share EUR 51,130Managing Directors:
    
    Arnd StahlWilly WeilandWolfgang GattringerAccounting reference date:
    
    31 DecemberAuditors:
    
    Ernst and YoungName of Subsidiary:
    
    Intercontinental Hotels BetriebsgesellschaftmbHCourt of registration:
    
    Local court of Frankfurt am MainRegistration number:
    
    HRB 11262Date of establishment:
    
    19 December 1961Date of incorporation:
    
    19 December 1961Share capital:
    
    DEM 15,166,600Shareholders and shares held:
    
    Intercontinental Holding (Germany) GmbH -one share DEM 15,166,600




---



##### 



Name of Subsidiary:
    
    Intercontinental Hotels BetriebsgesellschaftmbHManaging Directors:
    
    Arnd StahlWilly WeilandWolfgang GattringerAccounting reference date:
    
    31 DecemberAuditors:
    
    Ernst & YoungName of Subsidiary:
    
    Delaville S.r.l.Registration number:
    
    03863541003Registered office:
    
    Roma, Via Sistina 67/69Date of incorporation:
    
    23 April 1990Issued share capital:
    
    129,000.00Authorised share capital:
    
    N/AShareholders and shares held:
    
    BHR Overseas (Europe) B.V.  soleshareholderDirectors:
    
    Luigi De RosaDidier Jean BoidinAntonio CacioppoSecretary:
    
    N/AAccounting reference date:
    
    31 DecemberAuditors:
    
    Paolo CastelliPaolo Omodeo SalèWilliam Paul BarsantiLuciano PagliariniAlfredo MartiniName of Subsidiary:
    
    SNC Carlton Inter-Continental CannesRegistration number:
    
    332 759 877 RCS CANNESRegistered office:
    
    58 La Croisette 06400, CANNESDate of incorporation:
    
    05/06/1985Authorised share capital:
    
    8,000Shareholders and shares held:
    
    Société Des Hôtels Réunis SAS  498 sharesSociete Nouvelle du Grand Hotel SA  2 shares




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##### 



Name of Subsidiary:
    
    SNC Carlton Inter-Continental CannesDirectors:
    
    M. DidierBoidinM. Olivier RestaM. Francois ChopinetSecretary:
    
    N/AAccounting reference date:
    
    30 SeptemberAuditors:
    
    Ernst and Young Audit SA (344 366 315 RCS
Paris), 4 R Auber 75009 ParisName of Subsidiary:
    
    SCH Résidence (France) SNCRegistration number:
    
    439 321 191 RCS PARISRegistered office:
    
    5 place de IOpera 75009, ParisDate of incorporation:
    
    25/09/2001Issued share capital:
    
    1,000Authorised share capital:
    
    Not applicable under French lawShareholders and shares held:
    
    Société Des Hôtels Réunis SAS  2 sharesSociete Des Hotels InterContinental France
SNC - 498 sharesDirectors:
    
    M. Didier BoidinSecretary:
    
    N/AAccounting reference date:
    
    30 SeptemberAuditors:
    
    N/A




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##### 



Schedule 3
The Properties
(Clause 1.1)
 (1) Hotel Name
    
    (2) Address and land references
    
    (3) Tenure
    
    (4) Freehold Owner
    
    (5) Lessee
    
    (6) Expiry of the term of the leaseFreehold/
    
    
    
    (if applicable)
    
    (if applicable)LeaseholdAustria1.  IC Vienna
    
    Johannesgasse 28,1030 Vienna, Austria,
cadastral no EZ 4001, land register 01006

LandstraBe, District Court, Inner City
Vienna, surface 5679 sqm
    
    F
    
    Intercontinental Hotel-
Betriebsgesellschaft
m.b.HFrance2.  IC Carlton
     Cannes
    
    - 58, boulevard de la Croisette, 06400
Cannes, France, land register Section BX
no. 34 and 203, 204,206 and 207 (resulting
from a division of the plot formerly
registered Section BX no. 35), surface area
of 8,774 sqm (Hotel)
- 16B rue Pasteur  06400 Cannes, France,
land register Section BX no. 195 (resulting
from a merger of plots formerly registered
Section BX no. 140 and 142), 116 single and
double parking spaces and a garage space for
two coaches on the first underground floor
(Car Park)
    
    F (Hotel, Car Park
and Ancillary
Building) and L
(Beach) concession
    
    - SAS Société
des
Hotels Réunis (Hotel,
Car Park and Ancillary
Building)
- Town of Cannes
(Beach)
    
    SNC Carlton
Inter-Continental
Cannes (Beach)
    
    31 December 2017 (Beach)- 7, rue Gérard Monod- 06400 Cannes,
France, land register Section BV no. 27
(Ancillary Building)
- 58, boulevard de la Croisette  06400
Cannes, France, land register Section C no.




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##### 



(1) Hotel Name
    
    (2) Address and land references
    
    (3) Tenure
    
    (4) Freehold Owner
    
    (5) Lessee
    
    (6) Expiry of the term of the leaseFreehold/
    
    
    
    (if applicable)
    
    (if applicable)Leasehold12, surface 2,218 sqm (Beach)Germany3.  IC Frankfurt
    
    Wilhelm-Leuschner-Str. 43,60329
Frankfurt, Germany, land register of
Frankfurt Bezirk 9 (Local Court of
Frankfurt am Main) folio 748,

- lot 83, plots 1/3 (Untermainkai 54)
and 1/6
(Gutleutstr. 49 and
Wilhelm-Leuschner-Str. 32-34)
- lot 82, plots 14/2 (Untermainkai 54)
and 15/8
(Gutleutstr. 49 and
Wilhelm-Leuschner-Str. 32-34)
total surface 19,983 sqm
    
    F (FIH) and 
L (IHB)
    
    Frankfurt
Intercontinental
Hotels
GesellschaftmbH
(FIH)
    
    Intercontinental Hotels
Betriebsgesellschaft
mbH (IHB)
    
    31 December 2007 (IHB)Hungary4.  IC Budapest
    
    1052 Budapest, Apáczai Csere János u.
12-14, Hungary, topographical lot No
24494, Budapest, surface 4,404 sqm
    
    F
    
    Inter-Continental
Budapest Szálloda
Zártkörüen Müködö
Részvénytársaság
átalakulás alattItaly5.  IC de la Ville -
     Rome
    
    Via Sistina 69/75, Rome, Italy, land
register Rome, folio 471, cadastral
parcel 75 sub 501, surface 14,335 sqm
    
    L
    
    Reale Immobili SpA
    
    Delaville SpA
    
    31 December 2013Netherlands6.  IC Amstel-
    
    Professor Tulpplein 1, Amsterdam,
    
    F
    
    BV Amstel Hotel




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##### 



(1) Hotel Name
    
    (2) Address and land references
    
    (3) Tenure
    
    (4) Freehold Owner
    
    (5) Lessee
    
    (6) Expiry of the term of the leaseFreehold/
    
    
    
    (if applicable)
    
    (if applicable)LeaseholdAmsterdam
    
    Netherlands, land register Amsterdam,
section 00, no 4015, surface 33 ares
and 82 centiares
    
    
    
    MaatschappijSpain7.  lC Madrid
    
    Castellana 49, Madrid, Spain, land
register Madrid 6 (registered plot No
3,465 bis, page 138, volume 421, book
301), cadastral reference number
1565903VK4716F0001LK, built surface
3,695.96 sqm
    
    F
    
    Hotelera El Carmen
SA




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##### 



Schedule 4
Documents in the Agreed Terms
(Clause 1.1)




---



##### 



Schedule 5
Completion Obligations
(Clause 6.2)
 1
    
    General Obligations1.1
    
    Sellers ObligationsOn Completion, the Sellers shall deliver or make available to the Purchaser the following:
 1.1.1
    
    evidence that each of the Sellers is authorised to execute this Agreement and
the other Transaction Documents to which they are a party;1.1.2
    
    the Tax Deed of Covenant duly executed by the Sellers;1.1.3
    
    the Individual Hotel Management Agreements duly executed and delivered by the
members of the Sellers Group and the Group Companies which are parties thereto in
respect of each Hotel;1.1.4
    
    the IC Frankfurt Subsidiary HMA duly executed and delivered by IHM and the
relevant Group Companies which are parties thereto;1.1.5
    
    the Holidex Access and Systems Agreements duly executed and delivered by Six
Continents Hotels, Inc. and the Group Companies which are parties thereto in respect
of each Hotel;1.1.6
    
    the ECS Agreements duly executed and delivered by Six Continents Hotels, Inc.
and the Group Companies which are parties thereto in respect of each Hotel;1.1.7
    
    the Purchasing Agreements duly executed and delivered by Six Continents
Limited and the Group Companies which are parties thereto in respect of each Hotel;1.1.8
    
    in respect of the IC Madrid Hotel, the sale and purchase public deed granted
by Mr Eliseo Diaz Moreno (as vendor) and Hotelera del Carmen, S.A. (as purchaser) on
28 November 1946 before the Notary Public Mr Rafael Núñez Lagos under number 1,531 of
his official records, which shall be made available at the relevant Property;1.1.9
    
    in respect of all Properties, the Letting Documents, which shall be made
available at the relevant Property;1.1.10
    
    the Service Agreement Termination Agreements duly executed and delivered by Six
Continents Limited and the Group Companies which are parties thereto in respect of
each Hotel;1.1.11
    
    the ECS and Holidex Access and Systems Agreement Termination Agreements duly
executed and delivered by Six Continents Hotels, Inc. and the Group Companies which
are parties thereto in respect of each Hotel;1.1.12
    
    the Hotel Agreement Deeds of Termination duly executed and delivered by the members
of the Sellers Group and the Group Companies which are parties thereto in respect of
each Hotel;




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##### 



1.1.13
    
    the Non-Disturbance Agreements duly executed and delivered by the members of
the Sellers Group and the Group Companies which are parties thereto in respect of
each Hotel;1.1.14
    
    the Side Letters duly executed and delivered by the members of the Sellers Group
and the Group Companies which are parties thereto; and1.1.15
    
    the Hotel Trade Mark Agreements duly executed and delivered by the relevant
member(s) of the Sellers Group and Group who are parties thereto.
 1.2
    
    The Purchasers ObligationsOn Completion, the Purchaser 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;1.2.2
    
    evidence that Purchaser is authorised to execute this Agreement and the other
Transaction Documents to which the Purchaser is a party;1.2.3
    
    the Tax Deed of Covenant duly executed by the Purchaser;1.2.4
    
    the Individual Hotel Management Agreements duly executed and delivered by the
Purchaser in respect of each Hotel;1.2.5
    
    the Non-Disturbance Agreements duly executed by Barclays Bank PLC and the
Purchaser in respect of each Hotel; and1.2.6
    
    the Side Letters duly executed and delivered by the Purchaser.
 2
    
    Transfer of Shares2.1
    
    General Transfer ObligationsOn Completion, the Sellers shall execute and/or deliver and/or make available such
agreements, transfers, conveyances and other documents (subject to relevant local law and
otherwise as may be agreed between the Sellers and the Purchaser) and share certificates as
are required to implement the transfer of the Shares to the Purchaser (or its nominee(s))
as referred to in paragraph 2.2 below (Local Transfer Documents)and take such other
steps as are required to transfer the Shares to the Purchaser or its nominee(s), in each
case, with effect on Completion.2.2
    
    Specific Transfer ObligationsOn Completion:
 2.2.1
    
    The Netherlands
 (i)
    
    The relevant Seller and the Purchaser or its nominee(s) shall
enter into notarial deeds of transfer in the Agreed Terms pursuant to which the
relevant Seller transfers the relevant Shares to the Purchaser or its
nominee(s), the Purchaser or its nominee(s) accepts such Shares and the
relevant Group Company acknowledges the transfer.(ii)
    
    The Purchaser will nominate the Dutch Notary who will legalise
the signatures on the powers of attorney to be signed on behalf of the




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##### 



Purchaser or its nominee(s) relating to the notarial deeds mentioned under
paragraph 2.2.1 (i) above.
 2.2.2
    
    France
 (i)
    
    In relation to any Shares having the form of actionsin Société des Hôtels
Réunis SAS, the relevant Seller shall deliver to the Purchaser (i) a duly completed,
executed and dated share transfer form (ordre de mouvements);(ii) the updated share
transfer register (registre des mouvements de titres);and (iii) the shareholder
accounts (comptes dactionnaires)of Société
des Hôtels Réunis SAS, showing that all
of the relevant Shares are held by such Seller; (iv) the shareholders meetings
minute book (registre des procès-verbaux des
assemblées générales)of Société des
Hôtels Réunis SAS; and (v) the minutes of the meeting of the shareholders at which it
was resolved to approve the Share transfer referred to in this paragraph. The
Purchaser or its nominee(s) and the relevant Seller shall also enter into a
reiterative agreement (acfe réitératif)or sign a pre-printed form no. 2759 for
registration tax purposes reflecting the sale of the Shares as contemplated in this
paragraph.(ii)
    
    In relation to any Shares having the form of part socialesin either of SNC
Carlton Inter-Continental Cannes and SCH Résidence (France) SNC, the relevant Seller
and the Purchaser or its nominee(s) shall execute (or shall have executed, with
effect on Completion), a French language share transfer agreement (acte de cession)
in the Agreed Terms suitable for the purpose of tax registration and formalities; and
the relevant Seller shall obtain unanimous approval from the shareholders of SNC
Carlton Inter-Continental Cannes and SCH Résidence (France) SNC, respectively, of the
Purchaser and/or its nominee(s) as the new shareholder and of the transfer of the
relevant Shares to the Purchaser or its nominee(s); and the relevant Seller shall
deliver the shareholders meetings minute book (registre des assemblées des associés)
of SNC Carlton Inter-Continental Cannes and SCH Residence (France) SNC to the
Purchaser.
 2.2.3
    
    Hungary
 (i)
    
    The Purchaser or its nominee(s) and the relevant Seller shall execute and
deliver a quota sale and purchase agreement in the Agreed Terms in respect of the
Share in IC Szálloda.(ii)
    
    The Purchaser of the Share shall deliver to IC Szálloda a notice in a form
and with the content required by the relevant Hungarian corporate laws for the
transfer of the Share, declaring the purchase of the Share and the undertaking to
adhere to the constitutional documents of IC Szálloda.(iii)
    
    The Principal Seller shall procure that the Purchaser is registered into
the members list of IC Szálloda.(iv)
    
    In case the registration of the conversion of Inter-Continental Budapest
Szálloda Zártkörüen Müködö Részvénytársaság átalakulás alatt into a limited
liability company (korlátolt felelösségu társaság) does not occur until after
Completion, the Purchaser or its nominee(s) and the Principal Seller




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##### 



shall undertake such practical steps as may be reasonably required in order
to transfer the relevant quota to the Purchaser (or its nominee(s)) either
on Completion or, to the extent that such is not reasonably practicable, as
soon as reasonably practicable thereafter.For the avoidance of doubt, the quota sale and purchase agreement in the
Agreed Terms shall be signed and delivered on Completion irrespective of
whether the conversion has been registered in accordance with the relevant
Hungarian corporate laws or not.
 2.2.4
    
    AustriaIn relation to the transfer of Shares in Intercontinental Hotel-Betriebsgesellschaft
m.b.H. the relevant Seller(s) shall:
 (i)
    
    obtain the consent of the shareholder meeting and the consent
of BOEBV. pursuant to sec 5 of the articles of association of Intercontinental
Hotel-Betriebsgesellschaft m.b.H. to such transfer;(ii)
    
    execute and deliver to the Purchaser a local transfer
agreement in the form of a notarial deed in the Agreed Terms; and(iii)
    
    procure the registration of the new shareholders with the
companies register in respect of such Shares.
 3
    
    Further Obligations in Addition to Transfer3.1
    
    General ObligationsThe Sellers shall deliver or make available to the Purchaser the following:
 3.1.1
    
    the written resignations in the Agreed Terms (and legalised by a notary where
required) of those directors, other board members or, as applicable, managing
directors of each of the Group Companies notified in writing by the Purchaser to the
Principal Seller within 30 days of the date of this Agreement (or in the case of
Hotelera el Carmen SA within 10 Business Days of the date of this Agreement), such
resignations to take effect on Completion;3.1.2
    
    if the Purchaser reasonably requires (and gives at least 5 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 Purchaser may reasonably
require) executed by each of the holders of the Shares in favour of the Purchaser or as
it may direct to enable the Purchaser (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
    
    written waivers or consents in relation to any pre-emption rights in respect
of the Shares to enable the Purchaser or its nominees to be registered as holders of,
and to become the beneficial holders of, the Shares;3.1.4
    
    any releases which the parties have obtained under Clause 13.2;




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##### 



3.1.5
    
    any novations and/or assignments which the parties have obtained under
Clauses 13.4.5 and Clauses 13.4.7 to 13.4.9; and3.1.6
    
    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.
 3.2
    
    Board Resolutions of the Group CompaniesOn Completion, the Sellers shall procure the passing of board resolutions of each Group
Company (to the extent required by local laws) inter alia:
 3.2.1
    
    approving the share transfers referred to in paragraph 2 of this Schedule and
the registration formalities as a result thereof subject only to their being duly
stamped, to the extent required by law;3.2.2
    
    accepting the resignations referred to in paragraph 3.1.1 of this Schedule
and appointing such persons (within the maximum number permitted by the relevant
constitutive documents) as the Purchaser may nominate as directors and secretary;3.2.3
    
    changing its registered office in accordance with instructions given by the
Purchaser; and3.2.4
    
    approving the relevant Individual Hotel Management Agreement, the relevant
ECS Agreement, the relevant ECS and Holidex Access and Systems Termination Agreement,
the relevant Holidex Access and Systems Agreement, the relevant Hotel Agreement Deed
of Termination, the IC Frankfurt Subsidiary HMA and the relevant Purchasing Agreement,
 and shall hand to the Purchaser duly certificated copies of such resolutions.3.3
    
    Shareholders Resolutions of the Group CompaniesOn Completion, the Sellers shall procure the passing of shareholders resolutions of each
Group Company inter alia:
 3.3.1
    
    FranceIn respect of SNC Carlton Inter-Continental Cannes,
Société des Hôtels Réunis SAS
and SCH Résidence (France) SNC:
 (i)
    
    appointing each of the persons nominated by the Purchaser as a
gérant and/or président and/or manager of SNC Carlton Inter-Continental Cannes,
Société des Hôtels Réunis SAS and SCH Résidence (France) SNC, respectively,
such appointment to take effect as of Completion;(ii)
    
    accepting the resignations referred to in paragraph 3.1.1 of
this Schedule, such resignations to take effect as of Completion; and(iii)
    
    changing its registered office in accordance with
instructions given by the Purchaser.




---



##### 



3.3.2
    
    AustriaIn respect of Intercontinental Hotel-Betriebsgesellschaft m.b.H.:
 (i)
    
    appointing each of the persons nominated by the Purchaser as a managing
director of Intercontinental Hotel-Betriebsgesellschaft m.b.H., such appointment to
take effect as of Completion;(ii)
    
    accepting the resignations referred to in paragraph 3.1.1 of this Schedule,
such resignations to take effect as of Completion; and(iii)
    
    approving the Individual Hotel Management Agreement relating to the IC
Vienna Hotel.
 3.3.3
    
    ItalyIn respect of Delaville S.r.l., appointing each of the persons nominated by the Purchaser
as a director and/or manager of Delaville S.r.l., such appointment to take effect as of
Completion.3.3.4
    
    Germany
 (i)
    
    in respect of IHB Germany, approving the IC Frankfurt Subsidiary HMA;(ii)
    
    in respect of FIH, approving FIH as guarantor of the obligations of IHB
Germany under the IC Frankfurt Subsidiary HMA; and(iii)
    
    in respect of IHB Germany, FIH and IHGG:
 (a)
    
    appointing each of the persons nominated by the Purchaser as
a managing director of IHB Germany, FIH and IHGG, respectively, such
appointment to take effect as of Completion; and(b)
    
    accepting the resignations referred to in paragraph 3.1.1 of
this Schedule, such resignations to take effect as of Completion.
 3.3.5
    
    The NetherlandsIn respect of BOEBV and B.V. Amstel Hotel Maatschappij:
 (i)
    
    appointing each of the persons nominated by the Purchaser as a managing
director of BOEBV and B.V. Amstel Hotel Maatschappij, respectively, such appointment
to take effect as of Completion;(ii)
    
    accepting the resignations of the current managing directors pursuant to
paragraph 3.1.1 of this Schedule, such resignations to take effect as of Completion;
and(iii)
    
    granting the managing directors resigning pursuant to paragraph 3.1.1 of
this Schedule a discharge of liability for their duties as managing directors.
 3.3.6
    
    SpainIn respect of Hotelera el Carmen, S.A.:
 (i)
    
    appointing each of the persons nominated by the Purchaser as a director
and/or managing director of Hotelera el Carmen, S.A., such appointment to take effect
as of Completion; and




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##### 



(ii)
    
    accepting the resignations referred to in paragraph 3.1.1 of this
Schedule, such resignations to take effect as of Completion.
 3.3.7
    
    HungaryIn respect of IC Szálloda:
 (i)
    
    waiving the statutory right of first refusal and the right of
IC Szálloda to appoint a third party to exercise the statutory right of first
refusal provided for IC Szálloda in respect of the Share to be sold to the
Purchaser;(ii)
    
    appointing each of the persons nominated by the Purchaser as a
managing director, member of the supervisory board and/or other individual
registered into the Company register as a representative of IC Szálloda, such
appointment to take effect as of Completion;(iii)
    
    accepting the resignations referred to in paragraph 3.1.1 of
this Schedule, such resignations to take effect as of Completion; and(iv)
    
    ordering the change of registered seat of IC Szálloda as the
Purchaser may direct.
 3.4
    
    Specific ObligationsOn Completion:
 3.4.1
    
    IC Amstel HotelExcept to the extent already done prior to Completion, the Principal Seller
undertakes to procure that:
 (i)
    
    a notarial deed in the form attached as Annexure 6 to the IC
Amstel HMA, is entered into between IHG Management (Netherlands) B.V. and B.V.
Amstel Hotel Maatschappij before a notary public in the Netherlands pursuant
to which the qualitative obligation (kwalitatieve verplichting)granted to IHG
Management (Netherlands) B.V. in accordance with the IC Amstel HMA;(ii)
    
    the notarial deed is submitted to the relevant Land Registry
in the Netherlands in order for such registration to occur; and(iii)
    
    the Principal Seller shall indemnify the Purchaser and/or B.V.
Amstel Hotel Maatschappij (for themselves and as trustee for each member of the
Group) for any costs which any of them may incur in respect of the
establishment and registration of the abovementioned qualitative obligation
after the Completion Date, to the extent these costs have not been reimbursed
to B.V. Amstel Hotel Maatschappij by IHG Management (Netherlands) B.V.
 3.4.2
    
    IC Budapest Hotel
 (i)
    
    The Purchaser shall deliver to the Sellers:
 (a)
    
    an employment agreement, in the form attached
as Annexure 5 to the IC Budapest HMA, entered into between the general
manager of the IC Budapest Hotel and IC Szálloda for the purpose of
enabling




---



##### 



the general manager of the IC Budapest Hotel to exercise certain
powers of IHG Szálloda Budapest Szolgáltató Kft. set out in the IC
Budapest HMA relating to employees of IC Szálloda; and(b)
    
    two mandate agreements, in the forms attached as Annexure 6
to the IC Budapest HMA, entered into between IHG Szálloda Budapest
Szolgáltató Kft. and IC Szálloda for the purpose of enabling:
 (a)
    
    IHG Szálloda Budapest Szolgáltató Kft. to act
on behalf and in the name of IC Szálloda in commercial relations with
third parties, commencing and progressing legal proceedings or making
necessary governmental or other filings which may be customary or
usual in the operation and management of the IC Budapest Hotel; and(b)
    
    such persons who may be designated by IHG
Szálloda Budapest Szolgáltató Kft. in accordance with the IC Budapest
HMA to make disposals from the bank account(s) of IC Szálloda and
register such authorisation with the bank(s) keeping the bank
account(s) of IC Szálloda.
 3.4.3
    
    IC Carlton Cannes HotelThe Purchaser shall deliver to the Sellers a certified copy of a notarial deed in the form
attached as Annexure 6 to the Individual Hotel Management Agreement relating to the IC
Carlton Cannes Hotel (the IC Carlton Cannes HMA),entered into by Société des Hôtels
Réunis SAS and HH France Holdings Sarl before a notary in France pursuant to which the
right of first offer granted to HH France Holdings Sarl in accordance with the IC Carlton
Cannes HMA will be registered with the relevant Land Registry in France (Conservation des
Hypothèques),in order to inform third parties of the existence of the right of first
offer, and the Purchaser shall, as soon as reasonably practicable after Completion,
deliver to the Sellers evidence that the notarial deed has been submitted to the
Conservation des Hypothèquesin order for such registration to occur.3.4.4
    
    IC Frankfurt HotelThe Purchaser shall deliver to the Sellers a deed granting FIHs consent for entry in the
land register of a personal restricted easement (Beschränkte
Persönliche Dienstbarkeit)in
favour of IHM, substantially in the form attached as Annexure 5 to the main Individual
Hotel Management Agreement relating to the IC Frankfurt Hotel (the IC Frankfurt Main
HMA),executed by FIH with its signature confirmed by a notary in Germany.3.4.5
    
    IC Madrid HotelThe Principal Seller undertakes to procure that:
 (i)
    
    a notarial deed, in the form attached as Annexure 6 to the Individual Hotel
Management Agreement relating to the IC Madrid Hotel (the IC Madrid HMA),is
entered into between Lituma Servicios Empresariales, S.L. and Hotelera el Carmen, S.A.
before a notary in Spain pursuant to which the right of first offer granted to Lituma
Servicios Empresariales, S.L. in




---



##### 



accordance with the IC Madrid HMA will be registered with the Land Registry in
Spain by Lituma Servicios Empresariales, S.L.;(ii)
    
    the original notarial deed is submitted to the Land Registry in Spain in
order for such registration to occur; and(iii)
    
    the price for the grant of the right of first offer of 15,000 (together
with any applicable VAT) is paid by Lituma Servicios Empresariales,
S.L. to Hotelera
el Carmen, S.A.
 3.4.6
    
    IC Rome Hotel
 (i)
    
    The Purchaser shall deliver to the Sellers a secondment agreement, in the
form attached as Annexure 6 to the IC Rome HMA, entered into between InterContinental
Hotels Italia S.r.l and Delaville S.r.l. for the purpose of seconding the general
manager of the IC Rome Hotel to Delaville S.r.l.(ii)
    
    The Sellers and the Purchaser shall procure the passing of a board
resolution of the board of directors appointed in accordance with paragraph 3.3.3 of
this Schedule 5 of Delaville S.r.l. (i) approving the Individual Hotel Management
Agreement relating to the IC Rome Hotel; (ii) appointing the general manager of the
IC Rome Hotel as the Direttore Generaleof Delaville S.r.l.; and (iii) granting to a
director the powers to execute a notarial power of attorney for the delegation of the
necessary powers to the Direttore Generaleas set out in the board resolutions
attached as Annexure 5 to the IC Rome HMA.
 3.4.7
    
    IC Vienna HotelThe Purchaser shall deliver to the Sellers a prokura agreement, in the form attached as
Annexure 5 to the Individual Hotel Management Agreement relating to the IC Vienna Hotel
(the IC Vienna HMA), entered into between the general manager of the IC Vienna Hotel,
Intercontinental Hotel-Betriebsgesellschaft m.b.H. and IC Hotelbetriebsführungs GmbH for
the purpose of enabling the general manager of the IC Vienna HMA to represent
Intercontinental Hotel-Betriebsgesellschaft m.b.H. with single signing authority for the
period during which he/she remains as general manager of the IC Vienna Hotel.




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##### 



Schedule 6
Net Current Asset Statement
(Clause 8.1)
 Part 1
Definitions
  Accruals
 Accrued Income Appointment Notice
 Carlton
Merger Gains ôtels Réunis SAS arising as a result of deferred recognition of gains arising on the merger
on 14 August 1985 of SNBA into Société des Hôtels Réunis SAS;
 Cash
 Corporate Income Tax
 Creditors




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##### 



Current Guest Accounts
 Current Guest Deposits
 Debtors 
 Deferred Income
 Deferred Tax
 EBITDA
 Eligible Deferred Tax
 Eligible Deferred Tax Assets
 Eligible Deferred Tax Liabilities
 Employee Loans
 Fixed Asset Deferred Tax




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##### 



French Pension Provision
 Health Club Membership Fees
 IAS 12
 Ineligible Deferred Tax Assets   
 Inter-Group Debt Balance Balancing Item
 (i)
    
    if the Actual Inter-Group Debt Balance is greater than or equal to the Completion
Inter-Group Debt Balance, the amount of the difference (if any), which amount (if any) shall
be treated as a liability in the Net Current Asset Statement; and(ii)
    
    if the Actual Inter-Group Debt Balance is less than the Completion Inter-Group Debt Balance,
the amount of the difference, which amount shall be treated as an asset in the Net Current
Asset Statement;
 Inter-Group Payables
 Inter-Group Receivables
 Prepayments
 Profit Repayable Loan Deductions
 Purchasers Disagreement Notice




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##### 



Reporting Accountants
 Sellers Disagreement Notice
 Stock




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##### 



Part 2
Determination and Confirmation of Net Current Assets
 1
    
    Submission of the Net Current Asset Statement1.1
    
    Net Current Asset StatementThe Principal Seller shall 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 Purchaser the draft Net Current Asset
Statement for each Group Company and, in aggregate, the Group, in each case, as at 2400
hours at the end of the Completion Date:
 1.1.1
    
    in accordance with the principles and methodology set out in Part 3 of this Schedule 6; and1.1.2
    
    in the format of the pro forma Net Current Asset Statement set out in Part 4 of this Schedule 6.
 2
    
    Access to InformationIn order to allow the Principal Seller to prepare, and the Purchaser to review, the
Net Current Asset Statement:2.1
    
    the Purchaser shall:
 2.1.1
    
    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 expense) during normal office hours and
co-operate with it with regard to the calculation and review of the draft Net Current
Asset Statement;2.1.2
    
    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 2; and2.1.3
    
    provide or ensure the provision of all other information within its ownership
and control and assistance which may reasonably be requested by the Principal Seller;
and
 2.2
    
    the Principal Seller shall procure that after the preparation of the draft Net Current Asset
Statement, it shall give the Purchaser and its representatives access to the working papers
and files (with the right to take copies at the Purchasers expense) and personnel which or
who are relevant to the review of the draft Net Current Asset Statement by the Purchaser or
its representatives subject to the Purchaser providing or procuring the provision of any hold
harmless undertaking that the Principal Sellers accountants may reasonably require.




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##### 



3
    
    Preparation, Agreement and/or Determination3.1
    
    Within 45 Business Days of receipt by the Purchaser of the draft Net Current Asset Statement,
the Purchaser may serve a Purchasers 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 (save in
the case of fraud or manifest error) be final and binding on the parties for all purposes.3.2
    
    If the Purchaser gives a valid Purchasers Disagreement Notice, the Principal Seller may
serve a Sellers Disagreement Notice stating its reasons for disagreement (in reasonable
detail) with the Purchasers Disagreement Notice within 10 Business Days of receipt by the
Principal Seller of the Purchasers 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 Purchasers Disagreement Notice shall be the
Net Current Asset Statement and shall be final and binding on the parties for all purposes
(save in the case of fraud or manifest error). Within a further 10 Business Days from the date
of the Sellers Disagreement Notice (if any), the Principal Seller and the Purchaser shall
attempt in good faith to reach agreement in respect of the Net Current Asset Statement and if
they are unable to do so then either the Principal Seller or the Purchaser may, by notice to
the other, give an Appointment Notice. The Purchaser shall procure that after the service of a
Purchasers Disagreement Notice, it shall give the Principal Seller and its accountants access
to the Purchasers 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
Purchasers Disagreement Notice by the Principal Seller or its accountants, subject to the
Principal Seller providing or procuring the provision of any hold harmless undertaking that
the Purchasers accountants may reasonably require.3.3
    
    Except to the extent that the parties agree otherwise, the Reporting Accountants shall
determine their own procedure but:
 3.3.1
    
    apart from procedural matters and as otherwise set out in this Agreement shall
determine only:
 (i)
    
    whether any of the disagreements and/or alterations to the
draft Net Current Asset Statement or the Purchasers Disagreement Notice, put
forward in the Purchasers Disagreement Notice or, as the case may be,
Sellers Disagreement Notice are 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;
 3.3.2
    
    shall apply the accounting policies, principles, practices, terms and
conditions, methods and bases referred to in and in accordance with Part 3 of this
Schedule 6;3.3.3
    
    shall make their determination pursuant to paragraph 3.3.1 above as soon as is
reasonably practicable;3.3.4
    
    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;
 3.3.5
    
    for the avoidance of doubt, the Reporting Accountants shall only address and
resolve items raised in the Purchasers Disagreement Notice which are disputed in the
Sellers Disagreement Notice and shall not otherwise be entitled to determine the scope
of their own jurisdiction, save that the Reporting Accountants shall be entitled and
required to determine any consequential matters and amendments arising out of their
resolution of the differences between the parties, such as resultant tax amendments;
and3.3.6
    
    there is no presumption that the treatment of any matter in dispute should or
should not be changed from that in the draft Net Current Asset Statement and no
objection should be made to any matter raised by the Purchasers 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.
 3.4
    
    The determination of the Reporting Accountants pursuant to paragraph 3.3.1 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.3.5
    
    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 fraud or 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 Purchaser save as aforesaid.3.6
    
    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 Purchaser 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 and upon reasonable request 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 Purchaser providing or procuring the provision of any
reasonable hold harmless undertaking that the Principal Sellers accountants may reasonably
require and subject to reasonable notice make available to the Purchaser, the Purchasers
representatives and the Reporting Accountants the working papers and files relating to the
preparation of the draft Net Current Asset Statement.3.7
    
    Subject to paragraph 3.9, nothing in this paragraph 3 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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##### 



3.8
    
    A party shall not be entitled by reason of paragraphs 3.7 or 3.9 to refuse to
supply such part or parts of documents as contain only the facts on which the relevant claim
or argument is based.3.9
    
    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 3 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 Schedule 6
or in defending any claim or argument or alleged claim or argument relating to this Schedule 6
or its subject matter.3.10
    
    The Purchaser, on the one hand, and the Sellers, on the other, shall be responsible for
discharging the fees, costs and expenses of the Reporting Accountants 50:50, unless the
Reporting Accountants determine otherwise based on the respective merits of the matters in
dispute and the conduct of the parties in relation thereto.




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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 provisions of this paragraph and in the order of priority set out in this
paragraph:1.1
    
    in accordance with the provisions of paragraphs 2 to 5 inclusive of this Part 3 of Schedule
6;1.2
    
    unless and to the extent inconsistent with or contradictory to paragraph 1.1, and
insofar as it results in a treatment which complies with Applicable GAAP, on a basis
consistent with the same accounting principles, policies, treatments and categorisations as
were used in the preparation of the Audited Accounts and/or Unaudited Accounts, as the case
may be, of the relevant Group Company, as there applied, including in relation to the exercise
of accounting discretion and judgement; and1.3
    
    unless and to the extent inconsistent with or contradictory to paragraphs 1.1 and 1.2, in
accordance with Applicable GAAP as at the Completion Date.2
    
    Specific Accounting Policies2.1
    
    No account shall be taken of events taking place or information becoming available after
the date the Principal Seller delivers the draft Net Current Asset Statement to the Purchaser
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 or events occurring on or prior to
the Completion Date.2.2
    
    Save to the extent this Agreement expressly provides otherwise, the Net Current Asset
Statement will exclude any effects of the change of control or ownership of the Group
Companies contemplated by this Agreement and of the Completion mechanics and payments (other
than payments due under the TCA as a result of the exit of any Group Company from the French
tax consolidation). Where judgement is required in determining the value of assets and
liabilities, the Net Current Asset Statement shall be prepared in such manner as reflects the
normal practices adopted in the preparation of the Audited Accounts and/or Unaudited Accounts,
as the case may be, save to the extent that such are inconsistent with or contradictory to
Applicable GAAP in which event Applicable GAAP should be complied with.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 hours (CET)
at the end of the Completion Date.2.4
    
    The Net Current Asset Statement shall not take into account any amount in respect of any
liability in respect of payments by Frankfurt IC Hotels GmbH of guaranteed dividends after
Completion.2.5
    
    The Net Current Asset Statement shall not take into account any provision, liability, costs,
charges, expenses, claims, demands, accrual or other amount in respect of any claim by




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##### 



Aachener und Münchener Lebensversicherung AG against IHGG under the lease agreement dated
30 December 1993 between such parties.2.6
    
    The Net Current Asset Statement shall not take into account any assets or liabilities of any
nature of Hofburg or Wiener since the Group only has a (direct or indirect, as the case may
be) minority equity shareholding in such companies.2.7
    
    The values attributable to each element of the Net Current Assets Statement in respect of
Frankfurt InterContinental Hotels GmbH shall be calculated as if the Sellers direct and
indirect shareholding in such Company were 100% (and not 90%).2.8
    
    All assets included in the Net Current Asset Statement (other than those assets in respect of
which specific accounting treatment(s) are otherwise set out in paragraphs 2 to 5 (inclusive)
of this Part 3 of Schedule 6) shall be included at a value equal to the lower of cost to the
relevant Group Company and fair market value. Cost shall exclude any non arms length profit
or gains arising as a result of any non arms length transactions between any members of the
Sellers Group and any of the Group Companies and/or between any of the Group Companies
themselves.3
    
    Cash, Deferred Income and Prepayments3.1
    
    Doubtful debtsDoubtful debt provisions will be included applying consistent principles to those
used in the Audited Accounts and/or Unaudited Accounts as applicable.3.2
    
    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.3.3
    
    Cash
 3.3.1
    
    Subject to paragraph 3.3.2 below, cash 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 Hotel.3.3.2
    
    In respect of the 252,000 of cash held in escrow as rent security in
respect of the Rome lease, such cash shall be included in the Net Current Asset
Statement at a value of 157,000 only.
 3.4
    
    Specific Excluded AssetsAny amount representing cash received by or a receivable of any Group Company in
respect of the Omega Litigation shall, to the extent that it would otherwise be included as
such, be excluded as debtors, cash and/or other assets, as the case may be.




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##### 



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 Creditors). Such liability and
adjustment will be calculated on the basis of Applicable GAAP and tax rules and practices
applied to each Group Company, in the case of Applicable 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
    
    Specific Creditors/Liabilities
 4.2.1
    
    The following items shall, to the extent not already included as such, be
included as Creditors in the Net Current Asset Statement:
 (i)
    
    all unpaid fees, commissions, charges, penalties, interest and
other costs and/or expenses incurred, agreed to be incurred or which would be
incurred by the Group Companies in connection with the termination,
prepayment, repayment, breakage or unwind of any borrowings, indebtedness in
the nature of borrowings and/or cash pooling arrangements of the Group
Companies, and/or of any guarantees or other security arrangements relating to
such borrowings, indebtedness and/or cash pooling arrangements, in each case,
of any of the Group Companies as at or before Completion;(ii)
    
    all unpaid costs and/or expenses incurred or agreed to be
incurred in each case on or before Completion, by any Group Company in
connection with the Transaction and/or the Transaction process;(iii)
    
    the capital expenditure of the Group Companies set out in
Schedule 16 in respect of each Hotel to the extent such capital expenditure
has not been so expended as at Completion, treating each Hotel separately and
adjusting only in respect of each Hotel where actual capital expenditure in
the period from 1 June 2006 to Completion is less than that set out in the
column headed Total in Schedule 16;(iv)
    
    any unpaid or deferred consideration payable by any Group
Company to the Republic of Austria for shares in InterContinental
Hotel-Betriebsgesellschaft and any consideration agreed to be paid or payable
by any Group Company to the minority shareholders in Hotelera el Carmen SA in
so far as such consideration has been agreed to be paid; and(v)
    
    in respect of the claim and/or judgment in the action between
Azur Pressing EuRL and SNC Carlton InterContinental Cannes referred to in
paragraph




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##### 



11.1
    
    of the Specific Disclosure section of the Disclosure Letter, the
sum of 130,000.
 4.3
    
    Deferred Tax
 4.3.1
    
    No amount in respect of Deferred Tax shall be treated as a current asset or a
current liability except that amounts in respect of Eligible Deferred Tax Assets and
Eligible Deferred Tax Liabilities shall be recognised on the basis set out in this
paragraph 4.3. For the avoidance of doubt, the amounts computed in respect of any
Eligible Deferred Tax Assets and the amounts computed in respect of any Eligible
Deferred Tax Liabilities shall not be aggregated, but shall appear as separate line
items in the Net Current Asset Statement, except to the extent that (and subject to
paragraphs 4.3.6 and 4.3.7 below) Eligible Deferred Tax Assets and Eligible Deferred
Tax Liabilities arise in the same jurisdiction and are offsettable as a computational
matter.4.3.2
    
    Amounts in respect of Eligible Deferred Tax Assets and Eligible Deferred Tax
Liabilities respectively shall be included as current assets and current liabilities
respectively at amounts equal to the discounted amount (discounted to Completion at a
discount rate of 7%) of any future liability or reduction in liability expected to
arise in respect of such Eligible Deferred Tax Assets and Eligible Deferred Tax
Liabilities. Subject to paragraph 4.3.8 below, Eligible Deferred Tax Assets and
Eligible Deferred Tax Liabilities expected to arise more than 5 years after Completion
will be excluded.4.3.3
    
    The computation of amounts to be included in respect of Eligible Deferred Tax
Assets and Eligible Deferred Tax Liabilities will be based on an assumption that
taxable profits of the Group Companies in each of the five years from Completion will
be as set out below (being in each case 50% of the 2006 budgeted EBITDA for the Hotel
in the relevant jurisdiction).
 Assumed Taxable Profits ineach of the 5 years fromGroup Company/Jurisdiction
    
    CompletionDelaville S.r.l (Italy)
    
    1.836 millionInterContinental Hotel-Betriebsgesellschaft
m.b.H. (Austria)
    
    2.713 millionB. V. Amstel Hotel Maatschappij
(Netherlands)
    
    1.645 millionBHR Overseas (Europe) B.V. (Netherlands)
    
    0Société des Hôtels Réunis  SAS (France)SNC Carlton Inter-Continental Cannes(France)
    
    4.7495 million (for the group of three companies)SCH Résidence (France) SNC (France)Inter-ContinentalSzálloda Budapest
Részvénytarasaság átalakulás alatt
(Hungary)
    
    3.882 million




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##### 



Assumed Taxable Profits ineach of the 5 years fromGroup Company/Jurisdiction
    
    CompletionInter-Continental Holding (Germany) GmbH
(Germany)InterContinental Hotels Betriebsgesellschaft
m.b.H. (Germany)
    
    3.428 million (for the group of three companies)Frankfurt InterContinental Hotels
Gesellschaft m.b.H. (Germany)Hotelera el Carmen S.A. (Spain)
    
    3.040 million
 4.3.4
    
    The computation of the amounts to be included in respect of Eligible Deferred Tax Assets
and Eligible Deferred Tax Liabilities will be based on the corporate income tax rates set
out below:
 Jurisdiction
    
    Corporate Income Tax RateAustria
    
    25%France
    
    33.33%Germany
    
    40%    (being trade tax at 20% and corporate income tax at 25% after deducting trade tax)Hungary
    
    16%Italy
    
    37.25%Netherlands
    
    29.6%Spain
    
    35%
 4.3.5
    
    The computation of amounts to be included in respect of Eligible Deferred Tax Assets and
Eligible Deferred Tax Liabilities for InterContinental Hotel-Betriebsgesellschaft
m.b.H. (Austria), will be computed by reference to an assumed level of Austrian tax losses of
4.3m with an amount included as an Eligible Deferred Tax Liability to the extent that the
amount computed under this paragraph 4.3 is less than the amount which would be computed under
this paragraph 4.3 if there were 4.3m of Austrian tax losses; and an amount included as an
Eligible Deferred Tax Asset to the extent that the amount computed in accordance with this
paragraph 4.3 is greater than the amount which would be computed in accordance with this
paragraph 4.3 if there were 4.3m of Austrian tax losses.4.3.6
    
    The aggregate amount to be included in respect of Eligible Deferred Tax Assets for
InterContinental Hotel-Betriebsgesellschaft m.b.H. (Austria) and Delaville S.r.l (in each case
computed in accordance with paragraphs 4.3.1 to 4.3.4 above but before any offsetting referred
to in paragraph 4.3.1 above) shall not exceed the amount which would be so included if the
aggregate amount by reference to which Eligible Deferred Tax Assets for InterContinental
Hotel-Betriebsgesellschaft m.b.H.




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##### 



(Austria) and Delaville S.r.l are computed were 8.2m. In the event that
the operation of this paragraph reduces the amounts by reference to which Eligible
Deferred Tax Assets would otherwise be taken into account, the reduction in the
amount to be so taken into account in respect of each of InterContinental
Hotel-Betriebsgesellschaft m.b.H. (Austria) and Delaville S.r.l shall be made on a
just and reasonable basis.4.3.7
    
    Other than in respect of InterContinental Hotel-Betriebsgesellschaft
m.b.H. (Austria) and Delaville S.r.l, where Eligible Deferred Tax Assets and Eligible
Deferred Tax Liabilities arise in the same jurisdiction and are offsettable as a
computational matter, all possible offsets shall be made in determining the amounts to
be included in the Net Current Asset Statement, provided that Eligible Deferred Tax
Assets of a maximum of 1 million (before computation in accordance with paragraphs
4.3.1 to 4.3.4 above) and Eligible Deferred Tax Liabilities of a maximum of 1
million (before computation in accordance with paragraphs 4.3.1 to 4.3.4 above) may be
offset and (i) amounts in respect of any remaining Eligible Deferred Tax Liabilities
shall then be computed and included, and (ii) no amounts in respect of any remaining
Eligible Deferred Tax Assets shall be included. In the event that the operation of this
paragraph reduces the Eligible Deferred Tax Assets which would otherwise be taken into
account the Principal Seller will be entitled to choose which Eligible Deferred Tax
Assets are to be disregarded. For the avoidance of doubt, the offsetting referred to
in this paragraph 4.3.7 in each relevant jurisdiction shall be of the gross amounts of
taxable temporary differences (on the one hand) and deductible temporary differences
and carried forward unused tax losses and tax credits (on the other), in each case as
such amounts are defined for the purposes of the definition of Deferred Tax in Part 1
of this Schedule 6.4.3.8
    
    A further amount, calculated in accordance with this paragraph 4.3.8, shall be
taken into account in computing the amounts in respect of Eligible Deferred Tax
Liabilities to be included in the Net Current Asset Statement, as follows:
 (i)
    
    the French Pension Provision shall be offset
against the untaxed amount of Carlton Merger Gains remaining at the
beginning of the period commencing on the date following the fifth
anniversary of Completion. The resulting amount shall then be divided
by 13, with one thirteenth treated as a taxable profit arising in each
of the years beginning with the period commencing on the date
following the fifth anniversary of Completion; and(ii)
    
    an amount, to be treated as an Eligible
Deferred Tax Liability in the Net Current Asset Statement, shall then
be computed in respect of the annual amounts resulting from the
computations in (i) above, on the basis of the French corporate income
tax rate referred to in paragraph 4.3.4 above and after discounting the
resulting amounts in accordance with paragraph 4.3.2 above.
 5
    
    AggregationEach entry shall be the aggregate of the separate amounts in respect of any heading
for each of the Group Companies.




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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
 Asset/Liability
    
    Amount ()
    
    Amount ()Current AssetsDebtors
    
    
    Stock
    
    
    Cash
    
    
    Eligible Deferred Tax Assets
    
    
    Inter-Group Debt Balance Balancing Item (if any)
    
    
    Less
    
    
    
    
    
    
    Current LiabilitiesCreditors
    
    
    (
    )Corporate Income Tax
    
    
    (
    )Eligible Deferred Tax Liabilities
    
    
    (
    )Inter-Group Debt Balance Balancing Item (if any)
    
    
    (
    )(
    )Net Current Assets
    
    
    
    
    
    
    /(
    )




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##### 



Schedule 7
Warranties given by the Sellers
 (Clause 9)
 1
    
    Corporate Information
 1.1 The Shares and the Group Companies
 1.1.1
    
    Each Share Seller is entitled to sell and transfer to the Purchaser 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
comprise the whole of the issued and allotted share capital of each Company to which
they relate and 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 Subsidiaries listed in Part 2 to Schedule 2 free from all
Encumbrances.1.1.4
    
    The shares in the Subsidiaries listed in Part 2 to Schedule 2 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 interest
in any share capital or other security referred to in paragraph 1.1.5 of any body
corporate (wherever incorporated) other than: (a) the 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 only.1.1.8
    
    The particulars contained in Schedule 1 and 2 are true and accurate.1.1.9
    
    No Group Company has agreed to merge or consolidate with a body corporate or
any other person.1.1.10
    
    Intercontinental Hotel-Betriebsgesellschaft m.b.H. is the sole legal and beneficial
owner of 122,449 shares, representing approximately 24.48 per cent, of the issued and
allotted share capital, of Wiener free from all Encumbrances, which shares are each
fully paid and, so far as the Sellers are aware, have been properly and validly issued
and allotted.




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##### 



1.1.11
    
    So far as the Sellers are aware, Wiener is the sole legal and beneficial
owner of 100 per cent of the issued and allotted share capital of Hofburg, which
shares are each fully paid and so far as the Sellers are aware, have been properly
and validly issued and allotted.1.1.12
    
    So far as the Sellers are aware, 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
entire of Hofburg or Wiener under any option, agreement or other arrangement (including
conversion rights and rights of pre-emption).1.1.13
    
    No Group Company has (whether directly or indirectly) any, or has agreed to acquire
any, interest in any share or loan capital or any other security giving rise to a right
over, or an interest in, the capital of Hofburg or Wiener, other than the shares
described in paragraphs 1.1.10 and 1.1.11 above.1.1.14
    
    Société des Hôtels Réunis SAS is the sole legal and beneficial owner of 667 shares
(amounting to an approximate 1.6 percent. interest) in the issued and allotted share
capital of Société Immobilière de IIndustrie Hotelière de Paris SA (SIIHP) and of
150 shares, (constituting an approximate 1 percent. interest), in the issued and
allotted share capital of SEMEC, and Intercontinental Hotel-Betriebsgesellschaft m.b.H
is the sole legal and beneficial owner of 10 shares in the issued and allotted share
capital of Einkaufsgenossenschaft für das Hotel und Gastgewerbe Reg. Genossenschaft
m.b.H (Hogast),all such shares described above being free from any Encumbrances,
fully paid and, so far as the Sellers are aware, have been properly and validly issued
and allotted. Save for the shareholdings described in this paragraph 1.1.14, no
Group Company has any obligation, commitment or liability (whether actual, conditional
or contingent) which is owed or otherwise relates to any of SIIHP and/or SEMEC and/or
Hogast, nor are there any agreements, arrangements or understandings which give rise or
may give rise to any such obligation, commitment or liability.
 1.2
    
    Insolvency etc.
 1.2.1
    
    No Seller or Group Company is insolvent under the laws of its jurisdiction of
incorporation or otherwise unable to pay its debts as they fall due.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 Seller or Group Company 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 Seller or Group Company 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




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##### 



aware, there have not been and are not any material breaches by any Group Company
of its constitutional documents.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,in each case in all material respects.
 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.
 2 Audited Accounts
 2.1
    
    Latest Audited AccountsThe Audited Accounts of the Group Companies for the financial period ended on the relevant
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 relevant Accounts Date; and2.1.2
    
    subject to paragraph 2.1.1, on a basis consistent, in all material respects,
with that adopted in preparing the audited accounts of each respective Group Company
for the previous two financial years,
 and, in each case, give a true and fair view of the assets, liabilities and state of affairs of such Group Companies at the relevant Accounts Date and of the profits or losses for the
period concerned.
 2.2
    
    Management Accounts, Aggregated Financial Summary and Unaudited AccountsSo far as the Sellers are aware:
 (a)
    
    the 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
management and reporting purposes only and have not been audited; and (ii) 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; and(b)
    
    the Unaudited Accounts are fair and not misleading having regard to the purpose
for which they were drawn up and do not materially misstate the assets and




---



##### 



liabilities of IHGG and SCHRF as at the relevant Accounts Date nor the
profits or losses of IHGG and SCHRF for the relevant period concerned.
 2.3
    
    Since the Accounts DateSince the relevant Accounts Date and up to the date hereof:
 2.3.1
    
    the business of each Group Company 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;2.3.2
    
    no material capital commitments have been entered into by any Group Company
other than is contemplated by such Group Companys capital budget, as included in the
Data Room. For these purposes a material capital commitment is one involving capital
expenditure of, in aggregate, over 1,000,000 exclusive of VAT;2.3.3
    
    no Group Company has declared, made or paid any dividend or other distribution;2.3.4
    
    no Group Company has issued or agreed to issue any share capital or any other
security constituting or giving rise to a right over its capital;2.3.5
    
    no Group Company has redeemed or purchased or agreed to redeem or purchase any
of its share capital;2.3.6
    
    no material adverse change in the financial or trading position of a Group
Company has occurred;2.3.7
    
    no Group Company has, other than in the ordinary course of business:
 (i)
    
    assumed or incurred, or agreed to assume or incur, a liability,
obligation or expense (actual or contingent); or(ii)
    
    acquired or disposed of, or agreed to acquire or dispose of, an asset; and
 2.3.8
    
    no Group Company has changed its accounting reference period.
 2.4
    
    Accounting RecordsEach Group Companys accounting records are up-to-date, in its possession or under
its control and are maintained in accordance with applicable law.
 3
    
    Guarantees3.1
    
    Summary details of all outstanding guarantees, indemnities, suretyship or security
given:
 3.1.1
    
    by any Group Company to or for the benefit of any member of the Sellers Group;3.1.2
    
    by any member of the Sellers Group to or for the benefit of any Group
Company; or3.1.3
    
    otherwise by or for the benefit of any Group Company, other than in the
ordinary course of business,
 are disclosed in the Data Room.
 3.2
    
    No Group Company has (i) any outstanding or available financial facilities (which for the
avoidance of doubt shall exclude any occupational leases and operating leases in the ordinary
course) or any borrowings (or other indebtedness in the nature of borrowings), in




---



##### 



each case, owed to or made available by any person which is not a Group Company or a member
of the Sellers Group or (ii) any outstanding and/or unpaid interest, commissions, fees
(including break fees), penalties or other charges relating to any of the facilities,
borrowings or indebtedness described in sub-paragraph (i) above.4
    
    Properties4.1
    
    General
 4.1.1
    
    The Properties comprise all the land and buildings owned, leased or occupied
by the Group Companies.4.1.2
    
    The Group Company 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
    
    Except in relation to the Properties, no Group Company has any liability,
whether actual or contingent, arising out of a transfer, lease, tenancy, licence,
agreement or other document relating to land, premises or an interest in land or
premises.
 4.2
    
    Material Issues Reports on TitleThe 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 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 Group Company 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
    
    A Group Company has in its possession or unconditionally held to its order all
the original documents of title and other documents and papers relating to the
Properties.
 Notice of breach of encumbrances
 4.3.5
    
    No Group Company 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 and, so far as the Sellers are aware, no such notice is anticipated.




---



##### 



Notices
 4.3.6
    
    No notices materially affecting any property matter in respect of the Properties have been
given by the Group Companies and no such notices have been received by any of the Group
Companies the subject matter of which would have a material adverse effect on the continued
use of the Property as a hotel (or in any other way in which it is currently used as at the
date of this Agreement) and, so far as the Sellers are aware, no such notices are
anticipated.
 Leasehold Properties
 4.3.7
    
    In relation to such of the Properties as are leasehold:
 (i)
    
    the last instalment of rent was paid to and was accepted by the landlord or
its agents without qualification; and(ii)
    
    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 and, so far as the Sellers are aware, there are no material breaches of
such covenants or obligations.
 Material Letting Documents
 4.3.8
    
    In relation to any Material Letting Documents:
 (i)
    
    all rent and 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(ii)
    
    no written notice alleging any breach of the covenants or obligations
contained in the Material Letting Documents, whether on the part of the landlord or
the tenant, remains outstanding and, so far as the Sellers are aware, there are no
material breaches of such covenants or obligations.
 Disputes
 4.3.9
    
    There are no current material disputes relating to or in respect of any of the Properties.4.3.10
    
    No Group Company 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.
 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 undertaken in breach of the
relevant planning and zoning legislation or regulations.
 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 and/or the Group to any of
the Properties.




---



##### 



4.4 Construction
 4.4.1
    
    As at the date of this Agreement, in respect of the Properties 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 continues to have obligations in each case with an individual
contract value in excess of 1,000,000 other than those contained in the Data Room.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 relatlng 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;(li)
    
    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
Companies  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 relevant Properties.5
    
    Assets5.1
    
    OwnershipAll assets included in the Audited Accounts and/or the Unaudited Accounts or acquired by
any of the Group Companies since the relevant Accounts Date, other than the Properties and
any assets disposed of or realised in the ordinary course of business, and excepting
rights and retention of title arrangements arising by operation of law in the ordinary
course of business:
 5.1.1
    
    are legally and beneficially owned by the Group Companies;5.1.2
    
    are, where capable of possession, in the possession or under the control of
the relevant Group Company;




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##### 



5.1.3
    
    none of such assets is the subject of an Encumbrance or the subject of any
factoring arrangement, conditional sale or credit agreement.
 5.2
    
    SufficiencySave for those assets which are to be supplied and/or
provided, and/or made available
and/or licensed by the Sellers Group to the Group Companies under or in accordance with
the terms of the Sellers Group Contracts, the relevant Individual Hotel Management
Agreements, the ECS Agreements, the Holidex Agreements, the Purchasing Agreements, the IC
Frankfurt Subsidiary HMA, the Side Letters, the Hotel Trade Mark Agreements or any other
agreement to be entered into between a member of the Sellers Group and the Group pursuant
to the terms of the Individual Hotel Management Agreements, the assets (including rights
under contract and/or licence) owned by a Group Company are sufficient, and comprise all
the material assets necessary, for the operation and conduct of the business of the
relevant Hotel as such has been operated and conducted in the ordinary course during the
12 months prior to the date of this Agreement.5.3
    
    Shared AssetsNone of the assets (including rights under contract and/or licence, other than under the
Split Contracts) owned by a Group Company åre used or required for use at a hotel or in a
business not owned and/or operated by a Group Company.5.4
    
    Assets provided by Sellers GroupNone of the Hotels or Group Companies, or the business of any of the Hotels or Group
Companies, use, receive or have the benefit of any assets, goods
and/or services supplied,
provided and/or licensed by any member(s) of the Sellers Group which (i) will not be
transferred (legally and beneficially) to the Group on or prior to Completion and/or
supplied, provided, made available or licensed to the relevant members of the Group under or
in accordance with the terms of the relevant Sellers Group Contracts, the relevant
Individual Hotel Management Agreements, the ECS Agreements, the Holidex Agreements, the
Purchasing Agreements, the IC Frankfurt Subsidiary HMA, the Side Letters, the Hotel Trade
Mark Agreements or any other agreement to be entered into between a member of the Sellers
Group and the Group pursuant to the terms of the Individual Hotel Management Agreements.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 which
has in the last two years been used in connection with the business of any Group Company
other than Retained IT;Information Technology means computer systems, communication systems, software and
hardware;Material Intellectual Propertymeans all Intellectual Property which at or immediately
before Completion is used by any of the Group Companies and which is material to the .
business of any of the Hotels; andRetained ITmeans Information Technology owned by, or licensed to, the Sellers Group.




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##### 



Information Technology6.2
    
    OwnershipEach of the Group IT is owned by or licensed to the relevant Group Company.6.3
    
    StatusAll arrangements relating to, and licences of, Group IT which is material to the business
of the Group Companies 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,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 any Hotel
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 Companies 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 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 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 from any relevant
regulator.




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##### 



6.8
    
    UndertakingsIn the last two years no undertaktng has been made in relation to data protection
legislation by any Group Company 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.Intellectual Property6.10
    
    OwnershipAll the Material Intellectual Property (whether registered or not) and all pending
applications therefor will immediately following Completion be (or
where appropriate in the
case of pending applications, will upon registration be) legally owned free of any
Encumbrances by, or licensed to the Group Company to which it relates. A list of registered
trade marks owned by any of the Group Companies is set out in Part 1 of Schedule 13. So far
as the Sellers are aware, a list of all registered Material Intellectual Property is set
out in Part 2 of Schedule 13.7
    
    Contracts7.1
    
    ContractsNo Group company is a party or subject to any material contract, transaction, arrangement,
understanding or obligation 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
    
    other than in relation to any property or contract of employment, 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 Hotel to
which such Group Company relates; or7.1.5
    
    involves the supply of goods and services, the aggregate sales value of which
(exclusive of VAT) will be more than 5 per cent of turnover of the business of the Hotel
to which the supply relates (exclusive of VAT) for the preceding financial year,
 other than such contracts, transactions, arrangements, undertakings and obligations,
copies of which are contained in the Data Room.7.2
    
    Compliance with Contracts
 7.2.1
    
    Accurate, complete and up-to-date copies of all contracts referred to in
paragraph 7.1 above are contained in the Data Room and, so far as the Sellers are
aware, the terms of the contracts referred to in paragraphs 7.1 and 7.5 have been
complied with in all material respects.




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##### 



7.2.2
    
    As at the date hereof, no notice of termination or, so far as the Sellers
are aware, of intention to terminate has been received in respect of any contract
referred to in paragraph 7.1 or 7.5 and, so far as the Sellers are aware, there are
no grounds for rescission, avoidance or repudiation of any such contract.7.2.3
    
    True and complete copies of all material documents relating to, or 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 in the last seven 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 is, or has agreed to become, a member of any joint venture, consortium,
partnership or other unincorporated association (other than a recognised trade association
in relation to which the Group Company 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 material contracts or arrangements between, on the one hand, any
Group Company and, on the other hand, any Seller or any other member of the Sellers
Group other than on normal arms length commercial terms in the ordinary course of
business.7.4.2
    
    No Group Company is party to any material contract with any current or former
employee or current or former director or officer of any Group Company, any member of
the Sellers Group 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
arms length commercial terms in the ordinary course of business.7.4.3
    
    Each Inter-Group Receivable and/or Inter-Group Payable of a Group Company, as
at the date hereof, has arisen, been created or incurred in the ordinary course of
business of such Group Company and on arms length commercial terms.
 7.5
    
    Disclosure of Material Contracts
 7.5.1
    
    The Data Room includes copies or summaries of:
 (i)
    
    all contracts and arrangements (other than any contracts of
employment) to which any of the Group Companies are subject or a party which
have an annual cost to the business of the Hotels of 50,000 or more;(ii)
    
    all of the Pre-Sale Reorganisation Documents,
 and all such copies and summaries are accurate, complete and up-to-date.7.5.2
    
    There are no contracts or arrangements relating to the Pre-Sale
Reorganisation other than the Pre-Sale Reorganisation Documents.




---



##### 



7.6
    
    Powers of Attorney and AuthoritiesNo Group Company has given a power of attorney or other
authority which is still
outstanding or effective by which a person may enter into an agreement, arrangement or
obligation on such Group Compans behalf (other than an authority for a director, other
officer or employee to enter into an agreement in the usual course of that persons
duties).7.7
    
    No Inter-Group ArrangementsOther than:
 7.7.1
    
    the Sellers Group Contracts and the Split Contracts;7.7.2
    
    certain of the Transaction Documents;7.7.3
    
    the Indlvidual Hotel Management Agreements and any agreements or arrangements
to be entered into between the Sellers Group and the Group under or in accordance
with the terms of such Individual Hotel Management Agreements;7.7.4
    
    the Pre-Sale Reorganisation Documents;7.7.5
    
    the ECS Agreements;7.7.6
    
    the Holidex Access and Systems Agreements;7.7.7
    
    the Hotel Trade Mark Agreements;7.7.8
    
    the Non-Disturbance Agreements;7.7.9
    
    the Purchasing Agreements;7.7.10
    
    the IC Frankfurt Subsidiary HMA;7.7.11
    
    the Side Letters;7.7.12
    
    the TCA; and7.7.13
    
    any arrangements entered into on arms length commercial terms in the ordinary
course of business,
 at Completion there will be no agreements, arrangements, undertakings, obligations or
liabilities that exist between one or more Group Companies and one or
more members of the
Sellers Group.8
    
    Employees and Employee Benefits8.1
    
    Employees and Terms of Employment
 8.1.1
    
    The Data Room 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 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.




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##### 



8.1.2
    
    No employee of the Sellers Group works in any business carried on by any Group
Company, other than such persons as are to be employed by the Sellers Group with effect
from Completion in the performance of the Sellers Groups obligations under the relevant
Individual Hotel Management Agreements.8.1.3
    
    So far as the Sellers are aware, 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 7) of any of the
Relevant Employees.8.1.4
    
    At the date of this Agreement, no Relevant Employee is on sick leave which has lasted for
eight weeks or more.8.1.5
    
    At the date of this Agreement, 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
director or Relevant Employee any redundancy payment scheme in addition to any redundancy
pay prescribed by law, or any arrangement which is not set out in the specimen terms and
conditions of employment disclosed in the Data Room or in the terms and conditions of
employment of any Relevant Employee disclosed in the Data Room under which such Group Company
makes payments in respect of termination of employment (whether voluntary or not) nor is
there any poliy or practice in place for redundancy selection.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
    
    At the date of this Agreement no Group Company is involved in any material industrial or
trade dispute or material 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.8.1.10
    
    No Senior Employee who has less than one years continuous service with a Group Company has
been an employee of a member of the Sellers Group for more than 5 years.8.1.11
    
    Each Relevant Employee performs their employment obligations predominantly or exclusively
for the business of the Hotel that their employing Group Company owns and/or operates (as the
case may be).




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##### 



8.1.12
    
    At the date of Completion, no Group Company or Relevant Employee will be
subject to a requirement to give contractual notice in excess of 12 months in order
to terminate the employment of such Relevant Employee.
 8.2 Termination of Employment
 8.2.1
    
    Between 1 January 2006 and the date one Business Day prior to the date of
this Agreement, no Senior Employee has given notice terminating his or her
employment.8.2.2
    
    Between 1 January 2006 and the date one Business Day prior to the date of this
Agreement or, so far as the Sellers are aware, on the date of this Agreement, no Senior
Employee has received notice terminating his or her employment nor have there been any
proposals by any Group Company to terminate the employment of any Senior Employee.
 6.3
    
    Works Councils and Employee Representative BodiesThe Data Room contains lists of 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, and each Group Company has complied in all material
respects with all such obligations, in particular, to inform and consult in relation to the
arrangements contemplated by this Agreement to the extent required.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 contained in the Data Room are all the agreements between the Group
Companies and trade unions or representative bodies.8.6
    
    Bonus or other Profit-related SchemesThere are contained in the Data Room 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.8.7
    
    Compliance with LawsSo far as the Sellers are aware, each Group Company has, in the 12 months prior to the date
of this Agreement, complied in all material respects with all material legal and
contractual obligations to and in relation to all Relevant Employees.




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##### 



8.8
    
    Retirement Benefit Arrangements
 8.8.1
    
    The arrangements contained in the Data Room and listed in Schedule 12 or in
the Disclosure Letter (the Retirement Benefit Arrangements) are the only arrangements
under which the Group Companies make payments for providing retirement, death,
sickness, 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 contribute or are liablé or contingently liable to contribute in
compliance with any law or regulation in respect of the Relevant Employees and/or any
former employees, officers or former officers.8.8.2
    
    So far as the Sellers are aware, the Retirement Benefit Arrangements comply
and have been managed at all times in all material respects with all legal and
regulatory requirements and the Group Companies have at all times complied in all
material respects with all applicable legal and regulatory requirements relating to
the Retirement Benefit Arrangements and to any state or mandatory social security
arrangements or mandatory collective bargaining agreements to which the Group
Companies contribute.8.8.3
    
    All contributions and/or premiums due from the Sellers and/or the Group
Companies under the terms of the Retirement Benefit Arrangements or to any state or
mandatory social security arrangement or under any mandatory collective bargaining
agreement have been paid on time.8.8.4
    
    There are no material disputes in relation to the Retirement Benefit
Arrangements, and the Sellers are not aware of any pending or threatened disputes.8.8.5
    
    No assurance, promise or guarantee has been made to a Relevant Employee of
a particuiar level or amount of benefits to be provided for or in respect of him/her
(other than insured lump sum death in service benefits) under a Retirement Benefit
Plan other than under the stand-alone defined benefit pension plan operated by Amstel
Hotel Maatschappij in the Netherlands (the DB Scheme).So far as the Seller is
aware, the specific provision of 606,000 made in the relevant Audited Accounts in
respect of the underfunding of the DB Scheme as at the Accounts Date represents a
reasonably prudent and proper level of provisions in respect of such DB Scheme
underfunding in accordance with IFRS based on the facts and matters as at the date of
this Agreement.
 8.9
    
    Pre-Completion Employment TransferPrior to Completion the Pre-Sale Reorganisation will have been completed in all respects
in relation to Transferring Employees and the Transferring Budapest
Employees including
for the avoidance of doubt:
 8.9.1
    
    the transfer to the members of the Sellers Group of employment agreements
and/or secondment arrangements between the General Manager of each Hotel and Group
Companies with the consent of each such General Manager;8.9.2
    
    the transfer of the 32 corporate employees of the Frankfurt corporate
office on 1 June 2006 pursuant to a tripartite agreement between each employee, IHGG
and InterContinental Hotels Managementgesellschaft mbH; and




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##### 



8.9.3
    
    the transfer to IC Szálloda of the Transferring Budapest Employees who work
at the IC Budapest Hotel, effective 1 June 2006, and who were before then employed
by and seconded to a member of the Sellers Group.
 9
    
    Legal Compliance9.1
    
    Licences and ConsentsAll licences, consents, authorisations, orders, warrants, confirmations, permissions,
certificates, approvals, registrations and authorities necessary for and material to the
conduct of the business of each of the Hotels in the ordinary course as carried on as at
the date of this Agreement, are in force and, so far as the Sellers are aware, are being
complied with in all material respects as at the date hereof. None of the Sellers are aware
of any reason why any of them should be suspended, modified or revoked (including as a
result of the change of control of the Group Companies).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 person for whose acts or defaults it may be vicariously liable
which wll have a material adverse effect upon the business of any of the relevant
Hotels or the Group Companies as the case may be.9.2.2
    
    No Group Company 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 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 any of the relevant Hotels or the Group Companies as
the case may be.
 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);
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




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##### 



use, treatment, storage, burial, disposal, transport or handling of Hazardous Substances,
or health and safety (including fire protection) laws and all bye-laws, codes, regulatibns,
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 necessary for or material to the operation of the business of any of the relevant
Hotels or the Group Companies, as the case may be, as carried out 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 is and during the Relevant Period has
been in material compliance with Environmental Law.10.3
    
    PermitsAll 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, and so
far as the Sellers are aware none of them are likely to be revoked or suspended or not
renewed.
 10.4
    
    ClaimsNo Group Company has been involved in and/or received written notice during the Relevant
Period of, or is at the date hereof subject to, any civil, criminal or regulatory notice,
claim, suit or proceeding relating to Environmental Law or Environmental Permits which is
likely to give rise to a material liability; and, so far as the Sellers are aware, no fact
or circumstance exists which will or is likely to give rise to a notice, claim, suit or
proceeding of that type.10.5
    
    ReportsSo far as the Sellers are aware, there are no environmental or health and safety reports or
assessments relating to the Hotels, assets and/or business of any Group Company that are in
the Sellers, or any other Group Companys possession or control and were commissioned during
the Relevant Period other than those included in the Data Room.




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##### 



11
    
    Litigation11.1
    
    Current ProceedingsNo Group Company is involved whether as claimant or defendant or other party in any
material 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). For the purposes of
paragraph 11 material means a claim, legal action, proceeding, suit, litigation,
prosecution, investigation, enquiry or arbitration (or related series of such) the
aggregats value of which exceeds 200,000.11.2
    
    Pending or Threatened ProceedingsSo far as the Sellers are aware, no material claim, legal action, proceeding, suit,
litigation, prosecution, investigation, enquiry or arbitration is pending or threatened by
or against any Group Company and, so far as the Sellers are aware, no fact or circumstance
exists which will or is reasonably likely to give rise to a material claim, legal action,
proceeding, suit, litigation, prosecution, investigation, enquiry or arbitration by or
against any Group Company.11.3
    
    No court orders etcNo Group Company is bound by any existing judgments or rulings, nor in the last three years
has given any continuing undertakings arising from legal proceedings to any court,
governmental agency, regulator or third party, which in any case has had or is reasonably
likely to have a material adverse effect on the business of any of the Hotels or Group
Companies.12
    
    Insurance12.1
    
    Particulars of InsurancesSummary particulars (including policy holder details) of all insurance policies of, or
relating or otherwise providing cover to, the Group Companies are contained in the Data
Room.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 have received any notification that such insurances are not valid
or enforceable; and12.2.3
    
    all statutory requirements to purchase insurance have been complied with by the Group
Companies including any statutory requirements to keep evidence of such insurance.
 12.3
    
    ClaimsIn respect of the insurances referred to in paragraph 12.1, so far as the Sellers are
aware:




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##### 



12.3.1
    
    all claims and matters required to be notified to the relevant insurers
under the terms of such insurances have been so notified;12.3.2
    
    such insurances are valid and enforceable;12.3.3
    
    there has been no breach of the terms, conditions or warranties of any of the
polices that would entitle insurers to decline to pay all or any part of any claim
made under the policies; and12.3.4
    
    nothing has been done or omitted to be done by or on behalf of any of the Group
Companies or member(s) of the Sellers Group which might entitle such insurers to
refuse indemnity in whole or part.
 13
    
    Tax13.1
    
    Tax Returns and Compliance
 13.1.1
    
    In the last three years ending on the date of this Agreement all 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 to be maintained for Tax purposes have been so maintained.13.1.2
    
    In the last three years ending on the date of this Agreement 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
    
    In the last three years ending on the date of this Agreement each Group Company has
paid all material Tax which it has become liable to pay and is not, and has not in
the three years ending on the date of this Agreement been, liable to pay a penalty,
fine or interest (other than interest under section 233a German General Tax Act) 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 in connection with Tax (other than interest under section 233a German
General Tax Act).13.1.4
    
    In the last three years ending on the date of this Agreement no Group Company has
been subject to any investigation or non-routine audit by any Tax Authority.13.1.5
    
    No Group Company is currently involved in any material dispute in relation to Tax
with any Tax Authority.
 13.2
    
    General
 13.2.1
    
    Each Group Company is and has at all times in the last six years ending on the date
of this Agreement been resident for Tax purposes only in the jurisdiction in which it
was incorporated.13.2.2
    
    No Group Company has in the last six years ending on the date of this Agreement
ceased to be a member of a group of companies in such circumstances that a profit or
gain was deemed to accrue for Tax purposes to the Group Company and




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##### 



neither the execution of this Agreement nor this Agreement becoming unconditional
on Completion will result in any profit or gain being deemed to accrue to the
Group Company for any Taxation purpose.
 13.3
    
    ValueAdded TaxEach Group Company that is required to be registered for VAT purposes:
 (a)
    
    is registered for the purposes of the applicable VAT legislation in its
jurisdiction of incorporation; and(b)
    
    has in the last three years ending on the date of this Agreement complied in
all material respects with all other applicable VAT provisions in the relevant VAT
legislation in its Jurisdiction of incorporation.
 13.4
    
    Stamp DutyAll documents by virtue of which a Group Company has any material right, title or interest
have been duly stamped.13.5
    
    Arms Length DealingIn the last three years ending on the date of this Agreement, no Group Company has been
subject to any challenge by a Tax Authority in relation to transfer pricing relating to
transactions or other arrangements (including for the avoidance of doubt financing
arrangements) between any Group Company and any other Group Company or between any Group
Company and any of its shareholders or other members of the Sellers Group.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.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
    
    Each of the Sellers has taken or will have taken by Completion all 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.
 15
    
    Hofburg and Wiener15.1
    
    Save for the shareholdings described in paragraphs 1.1.10 and 1.1.11 above, no Group Company
has any obligation, commitment or liability (whether actual, conditional or contingent) whlch
is owed or otherwise relates to any of Hofburg and/or Wiener, nor are there any agreements,
arrangements or understandings which give rise or may give rise to any such obligation,
commitment or liability, other than arms length commercial trading arrangements entered into
between intercontinental Hotel-Betriebsgesellschaft m.b.H and




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##### 



any of Hofburg and/or Wiener in the ordinary course of conduct of the business of the IC
Vienna Hotel.15.2
    
    There are no borrowings (or indebtedness in the nature of borrowings) or facilities, debts,
debt instruments or debt securities, or cash pooling or security arrangements between any
Group Company and any of Hofburg and/or Wiener, or which are otherwise provided or made
available by any Group Company for the benefit of Hofburg and/or Wiener.15.3
    
    No Group Company is liable for any acts or omissions of Hofburg and/or Wiener and, so far as
the Sellers are aware, there are no facts, matters or circumstances as at the date of this
Agreement which may give rise to any such liability.15.4
    
    No Group Company has any investment or interest in, or financial exposure to (in each case,
whether directly or indirectly) Hofburg and/or Wiener, other/than (i) the equity investment in
the share capital of such companies described in paragraphs 1.1.10 and 1.1.11 above and (ii)
any obligations or liabilities under any arms length commercial trading arrangements entered
into between intercontinental Hotel-Betriebsgesellschaft m.b.H and any of Hofburg and/or
Wiener in the ordinary course of conduct of the business of the IC Vienna Hotel.




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##### 



Schedule 8
Warranties given by the Purchaser
(Clause 9.4)
 1
    
    Authority and Capacity1.1
    
    IncorporationThe Purchaser is validly existing and a company duly incorporated under the law of The
Netherlands.1.2
    
    Authority to Enter into Agreement
 1.2.1
    
    The Purchaser has the legal right and full power and authority to enter Into
and perform this Agreement, and any other Transaction Documents.1.2.2
    
    The documents referred to in paragraph 1.2.1 will, when executed, constitute
valid and binding obligations on the Purchaser in accordance with their respective
terms.
 1.3
    
    AuthorisationThe Purchaser 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 Purchaser has adequate financial resources and facilities in place to satisfy its
payment obligations on Completion to the Sellers under this Agreement.




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##### 



Schedule 9
Sellers Knowledge
(Clause 9.1.4)
 -1
    
    -2
    
    -3Person
    
    Area of Business
    
    Sellers WarrantiesMike Goodson
    
    Senior Vice President Capital and
Asset Management
    
    All other than taxMarten Foxon
    
    Senior Vice President Transactions EMEA
    
    All other than taxSamantha Ward
    
    Director, Capital and Asset
Management
    
    All other than TaxCharles Glanville
    
    Senior Corporate Counsel
    
    All other than TaxRobert Kennedy
    
    Vice President
    
    Sellers Warranty 2.2 and 5Jennifer Fox
    
    Chief Operating Officer
(InterContinental Hotels EMEA)
    
    Sellers Warranty 5 and 7David Coles
    
    Vice President  UK Pensions
    
    Pensions (Sellers Warranty 8.8)Conny Verelst
    
    Director, Compensation & Benefits
EMEA Intercontinental Hotels Group
    
    Pensions (Sellers Warranties 8.8)Colin Garwood
    
    Vice President  Tax
    
    Tax (Sellers Warranty 13)Nick Watson
    
    Corporate Tax
    
    Tax (Sellers Warranty 13)David Holtick
    
    Director Tax
    
    Tax (Sellers Warranty 13)Catherine Springett
    
    Head of Company Secretariat
    
    Insolvency (Sellers Warranty 1.2),
Constitutional Documents (Sellers Warranty
1.3)Marleen Van 
Nijverseel
    
    Director, HR Policy and Legal
Compliance Director
    
    Employment (Sellers
Warranties 8.1 to 8.7)John Ludlow
    
    Risk Management
    
    Sellers Warranties 10Mark Hanlon
    
    Vice President of Engineering
Operations Support & Quality
InterContinental Hotels Group  Frankfurt
Property and Environmental
    
    Sellers Warranties 10Luigi De Rosa
    
    IC Rome, General Manager
    
    All Sellers Warranties (except Tax) in so far
as they relate to the IC Rome HotelAlfonso Jordan
    
    IC Madrid, General Manager
    
    All Sellers Warranties (except Tax) in so
far as they relate to the IC Madrid HotelHendrik Boch
    
    IC Amsterdam, General Manager
    
    All Sellers Warranties (except Tax) in so far as they relate to the IC Amsterdam HotelFrancois Chopinet
    
    IC Cannes, General Manager
    
    All Sellers Warranties (except Tax) in so
far as they relate to the IC Carlton Cannes
HotelThomas R.
Hilberath
    
    IC Frankfurt, General Manager
    
    All Sellers Warranties (except Tax) in so
far as they relate to the IC Frankfurt HotelMichael Koth
    
    IC Budapest, General Manager
    
    All Sellers Warranties (except Tax) In so
far as they relate to the IC Budapest




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##### 



-1
    
    -2
    
    -3Person
    
    Area of Business
    

Sellers WarrantiesHotelRolf Huebner
    
    IC Vienna, General Manager
    
    All Sellers Warranties (except Tax)
in so far as they relate to the IC Vienna
Hotel




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##### 



Schedule 10
Part 1
Split Contracts
(Clause 13.3.1)
 1
    
    Agreement between Progros, pro Großverbraucher Einkaufsgesellschaft mbH, Intercontinental Hotels Managementgesellschaft mbH, Intercontinental Hotels
Betriebsgesellschaft mit beschränkter Haftung and Holiday Inn Hotelgesellschaft mbH for the provision of purchasing services in connection with InterContinental Hotels Group
owned and managed hotels In Germany.2
    
    Non F&B (national exclusive vendor for table top disposables, guest supplies, kitchen and housekeeping disposables, Johnson Diversey, Kimberly Clark and Duni product, printed
non paper items, etc.) agreement between Bunzl Verpackungen GmbH & Co. KG and Intercontinental Hotels Betriebsgesellschaft mit beschrankter Haftung for the supply of
non-food and beverage items to InterContinental Hotels Group owned and managed Hotels In Germany.3
    
    Food supply arrangements between Inversco and InterContinental Hotels Group for InterContinental Hotels Group owned and managed hotels in the Netherlands.4
    
    Supply of non-consumables agreement between Bunzl Outsourcing Services and InterContinental Hotels Group for InterContinental Hotels Group owned and managed
hotels in the Netherlands.5
    
    Electricity supply agreement between Rendo energielevering B.V., Holiday Inns BV,
Holiday Inns BV, Netherlands International Hotels BV, Holiday Inns (Eindhoven) BV, and
B.V. Amstel Hotel Maatschapplj for InterContinental Hotels Group owned and managed
hotels in the Netherlands.6
    
    Wine supply agreement between Oud Reuchlin & Boelen and InterContinental Hotels
Group for InterContinental Hotels Group owned and managed hotels in the Netherlands.7
    
    Beer supply agreement between Brau Union Osterreich
Aktiengesellschaft and
Intercontinental Hotels BetriebsgesmbH for the supply of beer to hotels owned and
managed by InterContinental Hotels Group in Austria, dated 02.09.02.8
    
    Payroll services agreement between Delaville S.p.A and ADP GSI Italia S.p.A. re payroll
processing for InterContinental Hotels Group owned and managed hotels In Italy.




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##### 



Part 2
Sellers Group Contracts
(Clause 13.3.3)
 1
    
    Supply of electricity agreement between Citiworks AG Munich and Intercontinental Hotels Managementgesellschaft mbH.2
    
    Software Licence Agreement between Newmarket International Limited and Six Continents PLC dated 4 June 2004 re Delphi software.3
    
    Umbrella agreement re payroll processing for InterContinental Hotels Group owned and managed hotels in Germany between
Bremer Rechenzentrum GmbH and Intercontinental Hotels Managementgesellschaft mbH dated 09.05.05.4
    
    Payroll services agreement between Holiday Inns BV and NVA Group BV re payroll
processing for InterContinental Hotels Group owned and managed hotels in the
Netherlands.5
    
    Payroll services agreement between Bass Hotels & Resorts Espana SA (now known as
InterContinental Hotels Group (Espana), S.A). and ADP GSI Espana, S.A. re payroll
processing for InterContinental Hotels Group owned and managed hotels in Spain.




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Schedule 11
Completion Inter-Group Debts/Credits
(Clause 6.4)
 Part 1  Completion Inter-Group Debts
 AmountLender
    
    Borrower
    

Six Continents Limited
    
    BV Amstel Hotel Maatschappij
    
    
    3,000,000Six Continents Limited
    
    Hotelera El Carmen S.A.
    
    
    23,000,000Six Continents Limited
    
    Inter-Continental Holding (Germany) GmbH
    
    
    19,000,000BHR Holdings B.V.
    
    BHR Overseas (Europe) B.V.
    
    
    20,500,000BHR Services France
    
    Société Des Hôtels
Réunis SAS
    
    
    18,890,000TOTAL
    
    
    84,390,000




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##### 



Part 2  Completion Inter-Group Credits




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##### 



Schedule 12
Retirement Benefit Arrangements
 1
    
    Germany1.1
    
    HOGA Rente.2
    
    Italy2.1
    
    Q.u.A.S supplementary health insurance fund (as per the National Collective Bargaining
Agreement (only for departmental heads at the level of Quado).2.2
    
    Sanimpresa Plan (provided in accordance with the Territorial Collective Bargaining Agreement).2.3
    
    AXAPP Plan (only for General Manager).2.4
    
    Supplementary pension fund Mario Negri (provided in accordance with National Collective
Bargaining Agreement for executives only).2.5
    
    Supplementary health insurance fund Mario Besusso (provided in accordance with the
National Collective Bargaining Agreement for executives only).2.6
    
    Supplementary health insurance fund Antonio Pastore (provided in accordance with the
National Collective Bargaining Agreement for executives only).3
    
    The Netherlands3.1
    
    IHG Delta Lioyd Nederland Defined Contribution Personal Pension Scheme.3.2
    
    Delta Lioyd Defined Benefit Pension Plan.3.3
    
    Hotel Industry Pension Fund (HORECAFOND).4
    
    Spain4.1
    
    Winterthur Vida, S.A. de Seguros y Reaseguros sobre la Vida Group life insurance policy
(policy number: 82-00018197).4.2
    
    Sud America Vida y Pensiones, Cfa de Seguros y Reaseguros,
S.A. Collective life
insurance policy (policy number: 0729-C).4.3
    
    Winterthur Vida, S.A. de Seguros y Reaseguros sobre la Vida. Group life insurance policy (policy number: 082-001 8783).4.4
    
    Premlo de Vinculacion  long service award.5
    
    Hungary5.1
    
    Eletut Onkentes Magannyugdipenztar Defined Contribution Pension Plan.6
    
    General6.1
    
    IHG International Savings and Retirement Plan.




---



##### 



Schedule 13
Owned Registered Trade Marks and Registered Material Intellectual Property
 Part 1
Owned Registered Trade Marks
 Austria
 Proprietor
    
    Mark
    
    Registration no.
    
    Filing Date
    
    ClassesIntercontinental Hotel-
Betriebgesellschaft mbH
    
    VIER JAHRESZEITEN
    
    115661
    
    26 Aug 1986
    
    30
 Germany
 Proprietor
    
    Mark
    
    Registration no.
    
    Filing Date
    
    ClassesFrankfurt Intercontinental 
Hotels Gesellschaft mit 
beschränkter Haftung
    
    IN TOUCH
    
    30300998
    
    9 Jan 2003
    
    16, 35, 43Intercontinental Hotels 
Betriebsgeselischaft 
mit beschränkter 
Haftung
    
    VERANDA
RESTAURANT & logo
    
    30227498
    
    4 Jun 2002
    
    43Intercontinental Hotels 
Betriebsgesellschaft mit 
beschränkter Haftung
    
    DAXX 
MAINHATTANSS BAR & logo
    
    39805266
    
    3 Feb 1998
    
    42
 Hungary
 Proprietor
    
    Mark
    
    Registration no.
    
    Filing Date
    
    ClassesInter-Continental
Szálloda Budapest 
Rèszvenytársaság
(Rt.) átalakulás alatt
    
    CORSO
RESTAURANT BAR &
Design
    
    167793
    
    16 Oct 2000
    
    42
 Spain
 Proprietor
    
    Mark
    
    Registration no.
    
    Filing Date
    
    ClassesHotelera El Carmen, S.A.
    
    CASTELLANA CLUB (stylized letters)
    
    M1722143
    
    25 Sep 1992
    
    42Hotelera El
Carmen, S.A.
    
    49 BAR & design
    
    M2469199
    
    12 Apr 2002
    
    43




---



##### 



Proprietor
    
    Mark
    
    Registration no.
    
    Filing Date
    
    ClassesHotelera El Carmen, S.A.
    
    ELJARDIN
    
    M1267065
    
    27 Jul 1988
    
    42Hotelera El Carmen, S.A.
    
    OXEITO label (trade name)
    
    R208466
    
    27 May 1992
    
    N/AHotelera El Carmen, S.A.
    
    OXEITO & logo
    
    M1703929
    
    27 May 1992
    
    42Hotelera El Carmen, S.A.
    
    SARRACIN (trade name)
    
    113321R
    
    25 Mar 1974
    
    N/A




---



##### 



Part 2
Registered Material Intellectual Property
 1     Material Registered Trade Marks used under licence (whether written or not)
 Austria
 Proprietor
    
    Mark
    
    Registration no.
    
    Filing Date
    
    ClassesIntercontinental Hotels 
Managementgesellschaft mbH
    
    CATERINGS BEST BY &
design
    
    212249
    
    20 Feb 2003
    
    35, 36, 39,4, 41, 43, 45Intercontinental Hotels 
Managementgesellschaft mbH
    
    Caterings Best logo
    
    212248
    
   20 Feb 2003
    
    35, 36, 39, 40, 41, 43, 45Intercontinental Hotels 
Managementgesellschaft mbH
    
    CATERINGS BEST
    
    11092003
(Application)
    
    19 Feb 2003
    
 35, 36, 39, 40, 41, 43, 45Inter-Continental Hotels 
Corporation
    
    CATERINGS BEST BY
INTERCONTINENTAL
    
    CTM number
5170352
(application)
    
 29 Jun 2006
    
 16, 43Inter-Continental Hotels 
Corporation
    
    INTER.CONTINENTAL
    

    87793
    


 13 Apr 1978
    
 37, 42Inter-Continental Hotels 
Corporation
    
    I LOGO
    
    CTM REG. NO.
2786168
    
 05 Feb
2004
    
 41, 43, 45Six Continents Hotels,Inc.
    
    PRIORITY CLUB
    
    CTM REG. NO.
003496478
    
 17 Aug 2005
    
 16, 35, 43BeneluxProprietor
    
    Mark
    
    Registration no.
    
    Filing Date
    
    ClassesInter-Continental Hotels 
Corporation
    
    DE AMSTEL CLUB
    
    614318
    
 4 Jul 1997
    
 35, 41, 42Inter-Continental Hotels 
Corporation
    
    THE AMSTELBAR
BRASSERIE
    
    598882
    
 21 May
1996
    
 29, 30, 32, 33, 42Inter-Continental Hotels 
Corporation
    
    AMSTEL HOTEL
    
    469415
    
    17 Aug
1989
    
    41, 42Inter-Continental Hotels 
Corporation
    
    INTER.CONTINENTAL
    
    484512
    
 24 Jan
1990
    
 39, 41, 42




---



##### 



Proprietor
    

Mark
    
    Registration no.
    
    Filing Date
    

ClassesInter-Continental Hotels 
Corporation
    
    I LOGO
    
    CTM REG. NO.
2786168
    
    05-Feb-2004
    

    41, 43, 45Six Continents Hotels, Inc.
    
    PRIORITY CLUB
    
    CTM REG. NO.
003496478
    
    17-Aug-2005
    

      16, 35, 43Inter-Continental Hotels 
Corporation
    
    CATERINGS BEST
BY
INTERCONTINENTAL
    
    CTM number
5170352
(application)
    
    29 Jun 2006
    

       16, 43FranceProprietor
    
    Mark
    

Registration no.
    
    Filing Date
    
    ClassesInter-Continental Hotels 
Corporation
    
    CARLTON
    
    1613473
    
    17 Jul 1989
    
    41, 42Inter-Continental Hotels 
Corporation
    
    CARLTON
    
    1549918
    
    21 Jul 1989
    
    41Inter-Continental Hotels 
Corporation
    
    INTER.CONTINENTAL
    
    1357469
    
    09 Jun 1966
    
    16, 35, 39, 41, 42Inter-Continental Hotels 
Corporation
    
    I LOGO
    
    CTM REG. NO.
2786168
    
    05 Feb 2004
    
    41, 43, 45Six Continents Hotels, Inc.
    
    PRIORITY CLUB
    
    CTM REG. NO.
003496478
    
    17 Aug 2005
    
    16, 35, 43Inter-Continental Hotels 
Corporation
    
    CATERINGS BEST BY
INTERCONTINENTAL
    
    CTM number
5170352
(application)
    
    29 Jun 2006
    
    16, 43GermanyProprietor
    
    Mark
    
    Registration no.
    
    Filing Date
    
    ClassesIntercontinental Hotels
Managementgesellschaft mbH
    
    CATERINGS BEST
    
    303151889
(Application)
    
    21 Mar 2003
    
    16, 43Inter-Continental Hotels 
Corporation
    
    CATERINGS BEST BY
INTERCONTINENTAL
    
    CTM number
5170352
(application)
    
    29 Jun 2006
    
    16, 43Intercontinental Hotels
Managementgesellschaft mbH
    
    SIGNATURES
RESTAURANT & logo
    
    39752676
    
    5 Nov 1997
    
    42Inter-Continental Hotels 
Corporation
    
    INTER.CONTINENTAL
    
    649080
    
    23-Jan-1992
    
    42




---



##### 



Proprietor
    
    Mark
    
    Registration no.
    
    Filing Date
    
    ClassesInter-Continental Hotels 
Corporation
    
    I LOGO
    
    CTM REG NO.
2786168
    
    05-Feb-2004
    
    41, 43, 45Six Continents Hotels, Inc.
    
    PRIORITY CLUB
    
    CTM REG. NO.
003496478
    
    17-Aug-2005
    
    16, 35, 43
 Hungary
 Proprietor
    
    Mark
    
    Registration no.
    
    Filing Date
    
    ClassesInter-Continental Hotels 
Corporation
    
    I LOGO
    
    CTM REG. NO.
2786168
    
    05-Feb-2004
    
    41, 43, 45Inter-Continental Hotels 
Corporation
    
    INTER.CONTINENTAL
    
    117663
    
    03-Mar-1975
    
    42Six Continents Hotels, Inc.
    
    PRIORITY CLUB
    
    CTM REG. NO.
003496478
    
    17-Aug-2005
    
    16, 35, 43Inter-Continental Hotels 
Corporation
    
    CATERINGS BEST BY
INTERCONTINENTAL
    
    CTM number
5170352
(application)
    
    29 Jun 2006
    
    16, 43
 Italy
 Proprietor
    
    Mark
    
    Registration no.
    
    Filing Date
    
    ClassesInter-Continental Hotels 
Corporation
    
    I LOGO
    
    CTM REG. NO.
2786168
    
    05-Feb-2004
    
    41, 43, 45Inter-Continental Hotels 
Corporation
    
    INTER.CONTINENTAL
    
    449043
    
    29-Sep-1986
    
    42Six Continents Hotels, Inc.
    
    PRIORITY CLUB
    
    CTM REG. NO.
003496478
    
    17-Aug-2005
    
    16, 35, 43Inter-Continental Hotels 
Corporation
    
    CATERINGS BEST BY
INTERCONTINENTAL
    
    CTM number
5170352
(application)
    
    29 Jun 2006
    
    16, 43




---



##### 



Spain
 Proprietor
    
    Mark
    
    Registration no.
    
    Filing Date
    
    ClassesInter-Continental Hotels
    
    INTER.CONTINENTAL
    
    755587
    
    15-Jul-1978
    
    42Inter-Continental Hotels
    
    I LOGO
    
    CTM REG. NO.
2786168
    
    05-Feb-2004
    
    41, 43, 45Six Continents Hotels, Inc.
    
    PRIORITY CLUB
    
    CTM REG. NO.
003496478
    
    17-Aug-2005
    
    16, 35, 43Inter-Continental Hotels 
Corporation
    
    CATERINGS BEST BY
INTERCONTINENTAL
    
    CTM number
5170352
(application)
    
    29 Jun 2006
    
    16, 43
 2
    
    Other Registered Material Intellectual PropertyNone




---



##### 



Schedule 14
Permitted Pre-Completion Actions
(Clause 5.1)
  (i)
    
    implement and complete the Pre-Sale Reorganisation Documents which have not been implemented
and completed prior to the date of this Agreement;(ii)
    
    charge and invoice inter-company costs properly incurred between the Sellers Group and the
Group in the ordinary course of conduct of the business, as conducted as at the date of this
Agreement;(iii)
    
    convert the discount notes owed by Six Continents Limited to the Group Companies into cash;(iv)
    
    complete the assignment of the trade marks pursuant to the trade mark assignment agreements
at items 1.12_1 in each of the B.V. Amstel Hotel Maatschappii, the SNC Carlton
Inter-Continental Cannes, the Hotelera el Carmen S.A., the Intercontinental
Hotel-Betriebsgesellschaft mit beschränkter Hoffung, the FIH and the IHB Germany sub-folders
of the Miscellaneous section in the Data Room and item 0.43_3 of the Group Information
sub-folder of the Miscellaneous section in the Data Room and the transfer of the domain names
pursuant to the Domain Name Transfer Agreement at item 0.43_2 of the Group Information
sub-folder of the Miscellaneous section in the Data Room as well as the completion of any
steps necessary to ensure the validity of such assignments and transfer;(v)
    
    execute and complete the lease agreement between FIH and American Diner GbR in relation to
Leons Restaurant at the IC Frankfurt Hotel, such lease agreement to be substantially in the
same form as the draft provided in the Data Room; and(vi)
    
    rent up to an additional 3 flats on an annual basis to provide accommodation to seasonal
workers and other staff at the IC Carlton Cannes Hotel for an aggregate monthly rent of up to
2,000.




---



##### 



Schedule 15
Slenna Hotel Security Agreements
 
    
    Guarantee Declaration dated 17 May 2001 by BOEBV to
BAWAG P.S.K. Bank für Arbeit
und Wirtschaft und Osterreichische Postsparkasse Aktiengesellsehaft
(BAWAG) and
BayLaBa;
    
    Letter of Comfort dated 15 March 2001 by BOEBV to BAWAG and BayLaBa;
    
    Letter of Confirmation dated 5 July 2001 by BOEBV, UBM and Warimpex Finanz- und
Beteiligungs Aktiengesellsehaft to BAWAG and BayLaBa;
    
    Pledge Agreement dated 8 July 2005 between BOEBV, BAWAG and BayLaBa;
    
    Power of Attorney granted on 26 November 2001 by BOEBV to BAWAG; and
    
    Registered Pledge Agreement over Additional Shares dated 26 November 2001 between
BOEBV and BAWAG.




---



##### 



Schedule 16  Capital Expenditure
 IC Amstel Hotel  in Euro
 Capex category
    
    Jun (estimate)
    
    
    Jul Budgeted capital expenditure to Completion
    
    
    TotalRooms
    
    
    5,800
    
    
    
    
    
    
    
    5,800Air-Conditioning
    
    
    
    
    
    
    
    
    
    
    Public Areas
    
    
    
    
    
    
    
    
    
    
    Meeting Rooms
    
    
    
    
    
    
    
    
    
    
    Health Club
    
    
    
    
    
    
    
    
    
    
    IT & Telephony
    
    
    87,966
    
    
    
    
    
    
    
    87,966BOH
    
    
    
    
    
    
    
    
    
    
    Kitchens
    
    
    8,950
    
    
    
    
    
    
    
    8,950External & Building Fabric
    
    
    
    
    
    
    
    
    
    
    Asbestos
    
    
    
    
    
    
    
    
    
    
    M&E
    
    
    78,671
    
    
    
    
    
    
    
    78,671Fire Safety
    
    
    82,669
    
    
    
    
    
    
    
    82,669Access for disabled guests
    
    
    
    
    
    
    
    
    
    
    Signage
    
    
    
    
    
    
    
    
    
    
    Staff Uniforms
    
    
    
    
    
    
    
    
    
    
    Base stock
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    30,000
    
    
    
    
    
    
    
    30,000Rebranding
    
    
    
    
    
    
    
    
    
    
    Total Capital Expenditure
    
    
    294,056
    
    
    
    
    
    
    
    294,056




---



##### 



IC Budapest Hotel  in Euro
 Capex category
    
    Jun (estimate)
    
    
    Jul Budgeted capital expenditure to Completion
    
    
    TotalRooms
    
    
    
    
    
    
    
    
    
    
    Air-Conditioning
    
    
    
    
    
    
    
    
    
    
    Public Areas
    
    
    
    
    
    
    59,429
    
    
    
    59,429Meeting Rooms
    
    
    
    
    
    
    
    
    
    
    Health Club
    
    
    
    
    
    
    28,773
    
    
    
    28,773IT & Telephony
    
    
    
    
    
    
    15,000
    
    
    
    15,000BOH
    
    
    7,983
    
    
    
    
    
    
    
    7,983Kitchens
    
    
    7,102
    
    
    
    21,867
    
    
    
    28,969External & Building Fabric
    
    
    
    
    
    
    
    
    
    
    Asbestos
    
    
    
    
    
    
    
    
    
    
    M&E
    
    
    
    
    
    
    
    
    
    
    Fire Safety
    
    
    14,483
    
    
    
    24,562
    
    
    
    39,045Access for disabled guests
    
    
    
    
    
    
    
    
    
    
    Signage
    
    
    
    
    
    
    
    
    
    
    Staff Uniforms
    
    
    
    
    
    
    11,150
    
    
    
    11,150Base stock
    
    
    
    
    
    
    294,000
    
    
    
    294,000Other
    
    
    
    
    
    
    
    
    
    
    Rebranding
    
    
    
    
    
    
    14,850
    
    
    
    14,850Total Capital Expenditure
    
    
    29,568
    
    
    
    469,631
    
    
    
    499,199




---



##### 



IC Carlton Cannes Hotel  in Euro
 Capex category
    
    Jun (estimate)
    
    
    Jul Budgeted capital expenditure to Completion
    
    
    TotalRooms
    
    
    
    
    
    
    
    
    
    
    Air-Conditioning
    
    
     
    
    
    
    
    
    
    
    Public Areas
    
    
    
    
    
    
    
    
    
    
    Meeting Rooms
    
    
    
    
    
    
    
    
    
    
    Health Club
    
    
    
    
    
    
    
    
    
    
    IT & Telephony
    
    
    40,245
    
    
    
    118,954
    
    
    
    159,199BOH
    
    
    
    
    
    
    
    
    
    
    Kitchens
    
    
    
    
    
    
    
    
    
    
    External & Building Fabric
    
    
    
    
    
    
    11,738
    
    
    
    11,738Asbestos
    
    
    
    
    
    
    
    
    
    
    M&E
    
    
    
    
    
    
    
    
    
    
    Fire Safety
    
    
    18,819
    
    
    
    12,000
    
    
    
    30,819Access for disabled guests
    
    
    
    
    
    
    
    
    
    
    Signage
    
    
    
    
    
    
    
    
    
    
    Staff Uniforms
    
    
    
    
    
    
    6,696
    
    
    
    6,696Base stock
    
    
    
    
    
    
    248,350
    
    
    
    248,350Other
    
    
    
    
    
    
    
    
    
    
    Rebranding
    
    
    
    
    
    
    
    
    
    
    Total Capital Expenditure
    
    
    59,064
    
    
    
    397,738
    
    
    
    456,802




---



##### 



IC Frankfurt Hotel  in Euro
 Capex category
    
    Jun (estimate)
    
    
    Jul Budgeted capital expenditure to Completion
    
    
    TotalRooms
    
    
    10,132
    
    
    
    
    
    
    
    10,132Air-Conditioning
    
    
    
    
    
    
    
    
    
    
    Public Areas
    
    
    
    
    
    
    
    
    
    
    Meeting Rooms
    
    
    
    
    
    
    
    
    
    
    Health Club
    
    
    
    
    
    
    
    
    
    
    IT & Telephony
    
    
    183,573
    
    
    
    
    
    
    
    183,573BOH
    
    
    
    
    
    
    
    
    
    
    Kitchens
    
    
    
    
    
    
    
    
    
    
    External & Building Fabric
    
    
    
    
    
    
    
    
    
    
    Asbestos
    
    
    
    
    
    
    
    
    
    
    M&E
    
    
    
    
    
    
    
    
    
    
    Fire Safety
    
    
    321,227
    
    
    
    
    
    
    
    321,227Access for disabled guests
    
    
    
    
    
    
    
    
    
    
    Signage
    
    
    
    
    
    
    
    
    
    
    Staff Uniforms
    
    
    6,696
    
    
    
    
    
    
    
    6,696Base stock
    
    
    344,200
    
    
    
    
    
    
    
    344,200Other
    
    
    
    
    
    
    
    
    
    
    Rebranding
    
    
    
    
    
    
    
    
    
    
    Total Capital Expenditure
    
    
    865,828
    
    
    
    
    
    
    
    865,828




---



##### 



IC Madrid Hotel  in Euro
 Capex category
    
    Jun (estimate)
    
    
    Jul Budgeted capital expenditure to Completion
    
    
    TotalRooms
    
    
    
    
    
    
    
    
    
    
    Air-Conditioning
    
    
    10,393
    
    
    
    
    
    
    
    10,393Public Areas
    
    
    
    
    
    
    
    
    
    
    Meeting Rooms
    
    
    
    
    
    
    
    
    
    
    Health Club
    
    
    13,370
    
    
    
    
    
    
    
    13,370IT & Telephony
    
    
    
    
    
    
    
    
    
    
    BOH
    
    
    15,000
    
    
    
    5,768
    
    
    
    20,768Kitchens
    
    
    
    
    
    
    
    
    
    
    External & Building Fabric
    
    
    
    
    
    
    
    
    
    
    Asbestos
    
    
    
    
    
    
    
    
    
    
    M&E
    
    
    
    
    
    
    
    
    
    
    Fire Safety
    
    
    4,358
    
    
    
    20,707
    
    
    
    25,065Access for disabled guests
    
    
    
    
    
    
    
    
    
    
    Signage
    
    
    
    
    
    
    
    
    
    
    Staff Uniforms
    
    
    
    
    
    
    
    
    
    
    Base stock
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    420,450
    
    
    
    
    
    
    
    420,450Rebranding
    
    
    
    
    
    
    
    
    
    
    Total Capital Expenditure
    
    
    463,571
    
    
    
    26,475
    
    
    
    490,046




---



##### 



IC Rome Hotel  in Euro
 Capex category
    
    Jun (estimate)
    
    
    Jul Budgeted capital expenditure to Completion
    
    
    TotalRooms
    
    
    
    
    
    
    
    
    
    
    Air-Conditioning
    
    
    
    
    
    
    
    
    
    
    Public Areas
    
    
    
    
    
    
    
    
    
    
    Meeting Rooms
    
    
    
    
    
    
    
    
    
    
    Health Club
    
    
    
    
    
    
    
    
    
    
    IT & Telephony
    
    
    88,572
    
    
    
    
    
    
    
    88,572BOH
    
    
    
    
    
    
    
    
    
    
    Kitchens
    
    
    2,090
    
    
    
    
    
    
    
    2,090External & Building Fabric
    
    
    
    
    
    
    
    
    
    
    Asbestos
    
    
    
    
    
    
    
    
    
    
    M&E
    
    
    6,157
    
    
    
    
    
    
    
    6,157Fire Safety
    
    
    112,482
    
    
    
    
    
    
    
    112,482Access for disabled guests
    
    
    
    
    
    
    
    
    
    
    Signage
    
    
    
    
    
    
    
    
    
    
    Staff Uniforms
    
    
    10,800
    
    
    
    
    
    
    
    10,800Base stock
    
    
    141,350
    
    
    
    
    
    
    
    141,350Other
    
    
    -205
    
    
    
    
    
    
    
    -205Rebranding
    
    
    
    
    
    
    
    
    
    
    Total Capital Expenditure
    
    
    361,246
    
    
    
    
    
    
    
    361,246




---



##### 



IC Vienna Hotel  in Euro
 Capex category
    
    Jun (estimate)
    
    
    Jul Budgeted capital expenditure to Completion
    
    
    TotalRooms
    
    
    24,512
    
    
    
    
    
    
    
    24,512Air-Conditioning
    
    
    
    
    
    
    
    
    
    
    Public Areas
    
    
    
    
    
    
    
    
    
    
    Meeting Rooms
    
    
    
    
    
    
    
    
    
    
    Health ClubIT &
Telephony
    
    
   33,954
  
    
    
    
    
    
    
    33,954BOH
    
    
    293,657
    
    
    
    
    
    
    
    293,657Kitchens
    
    
    
    
    
    
    
    
    
    
    External & Building Fabric
    
    
    
    
    
    
    
    
    
    
    Asbestos
    
    
    
    
    
    
    
    
    
    
    M&E
    
    
    
    
    
    
    
    
    
    
    Fire Safety
    
    
    
    
    
    
    
    
    
    
    Access for disabled guests
    
    
    
    
    
    
    
    
    
    
    Signage
    
    
    
    
    
    
    
    
    
    
    Staff Uniforms
    
    
6,696


    
    
    
    
    
    
    6,696Base stock
    
    
    195,350
    
    
    
    
    
    
    
    195,350Other
    
    
    
    
    
    
    
    
    
    
    Rebranding
    
    
    
    
    
    
    
    
    
    
Total Capital Expenditure
    
    
    554,169
    
    
    
    
    
    
    
    554,169




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Schedule 17 Specific Indemnified Matters
 1
    
    Any claim by Ms Aloni against IC Szálloda in respect of personal injuries suffered at the
IC
Budapest as described in more detail at paragraph 11.1 of the Disclosure Letter.
 2
    
    Any claim by two guests at the IC Frankfurt Hotel for injuries following a fall on an
escalator
at the IC Frankfurt Hotel as described in more detail in item ICFra.11.3_2 in the Data Room
and paragraph 11.1 of the Specific Disclosure section of the Disclosure Letter.




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##### 



To:
    
    MSREF VI Danube BV
Kabelweg 37, 1014BA
Amsterdam
The Netherlands
   Share Purchase Agreement dated 13 July 2006 between BHR Holdings BV, Société Nouvelle du Grand
Hotel SA, Société Des Hotels InterContinental France SNC, Inter-Continental Hotels Corporation and
MSREF VI Danube BV (the Agreement)
   1
    
    paragraph 2.2. of Part 3 of Schedule 6 shall be amended as follows:1.1
    
    the words on or following Completion (including any post Completion refinancing or
reorganisation of capital) shall be inserted immediately after the existing words
contemplated by this Agreement; and1.2
    
    the words including any payments under Clause 6.4 shall be added after the words
Completion mechanics and payments;2
    
    the following shall be added as new paragraph 2.9 in Part 3 of Schedule 6 to the
Agreement:
 2.9
    
    Any actions taken outside the ordinary course of conduct of the Hotels by any
of the Group Companies in the period after Completion up to and including 2400 hours
(CET) on the Completion Date the effect of which is to deliberately increase or
decrease Net Current Assets shall be disregarded in drawing up the Net Current Asset
Statement.;
 3
    
    the following shall be added as new paragraph 2.10 in Part 3 of Schedule 6 to the
Agreement:
 2.10
    
    The effect of any transactions involving IHGGs bank account maintained with
ABN AMRO Bank N.V. (account number 60.29.23.204) which are initiated or authorised by
Jan Dries Mulder or by any member of the Purchasers Group (or any of their respective
directors, employees or agents) shall be disregarded in drawing up the Net Current
Asset Statement.;
 4
    
    the following definitions in Part 1 of Schedule 6 shad be deleted and replaced by the
following:
 Accrualsmeans the monetary value of all goods and services received by any Group
Company before 2400 hours (CET) at the end of the Completion Date which have not
been paid for by that Company as at 2400 hours (CET) at the end of the Completion
Date including interest owed by the Group Companies in respect of
 1




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##### 



any Actual Inter-Group Debt, any wages, salaries, severance or redundancy pay arising on
terminations notified by the Group Companies on or prior to the Completion Date (including in
relation to the potential redundancy referred to in paragraph 8.1.7 of the Specific Disclosure
section of the Disclosure Letter), deductions from employees salaries on account of tax, VAT,
accrued Tax (other than in respect of Corporate Income Tax) and property tax and employers and
employees social security payment and pension contribution accruals for the calendar month in which
the Completion Date falls, any amounts in respect of bonuses for 2005 and prior years and for the
period up to Completion and accrued benefits under the Cannes Employee Profit Sharing Scheme as at
2400 hours (CET) at the end of the Completion Date, together with social security and any
deductions on account of Tax in respect thereof in respect of Relevant Employees which will, in
each case, be apportioned on a pro-rata time basis;Accrued Income means the monetary value of all goods and services provided by any Group Company
on or before the Completion Date for which revenue has not been received by that Company as at
2400 hours (CET) at the end of the Completion Date Including interest due to the Group Companies
in respect of the Actual Inter-Group Credit;Corporate Income Tax means: (i) liabilities for Taxation arising on income and profits generated
during the current tax year up to 2400 hours (CET) at the end of the Completion Date; (ii)
liabilities for Taxation arising on income and profits generated during prior tax years which have
not been paid or discharged as at 2400 hours (CET) at the end of the Completion Date; and (iii) any
liabilities of or any payments to be made by any Group Company (other than to another Group
Company) under the TCA;Current Guest Accounts means uninvoiced or invoiced but unpaid accounts of guests staying at any
Property as at, and in respect of the period up to and including, 2400 hours (CET) at the end of
the Completion Date who are booked to remain at that Property after the Completion Date and
uninvoiced or invoiced but unpaid accounts of corporate clients in respect of guests who have
stayed at any Property on or prior to the Completion Date;Debtors means all the book and other debts owed or owing to, including those arising out of or
attributable to the operations of, any Group Company as at 2400 hours (CET) at the end of the
Completion Date Including Accrued Income, Employee Loans, Prepayments, Inter-Group Receivables and
the right to receive payment for services rendered, but not invoiced, before 2400 hours (CET) at
the end of the Completion Date which shall include that portion of Current Guest Accounts relating
to the period prior to 2400 hours (CET) at the end of the Completion Date and further including
the right of Hotelera el Carmen S.A. to receive payment of 15,000 on Completion in respect of the
right of first offer granted by it to Lituma Servicios Empresariales, S.L. pursuant to the IC
Madrid HMA, but, for the avoidance of doubt, not including Deferred Tax or any amount included in
Actual Inter-Group Credit;Deferred Income means all payments received and unpaid invoices issued by the Group Companies
before 2400 hours (CET) at the end of the Completion Date to the extent that they relate to a
service to be provided by that Company after the
 2




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##### 



Completion Date including any Current Guest Deposits and Health Club
Membership Fees;French Pension Provisionmeans the amount of the provision in respect of
pensions liabilities of Société des Hôtels Réunis SAS taken into account under
Creditors in the Net Current Asset Statement and for which a Tax deduction is
not available in respect of periods prior to 2400 hours (CET) at the end of the
Completion Date;Profit Repayable Loan Deductionsmeans any future Tax deductions in respect
of the Outstanding Principal Amount as at 2400 hours (CET) at the end of the
Completion Date under the Loan Agreement II  Division of Existing Loan
(Novation) dated 31 December 2003 between Intercontinental (Holdings) Germany
GmbH and BHR Overseas (Europe) BV;Stockmeans all items of a type which have prior to the date hereof been
regarded as stock which are unused, owned beneficially by any Group Company
and held at any Property at 2400 hours (CET) at the end of the Completion
Date; and
 5
    
    paragraph 4.1 of Part 3 of Schedule 6 shall be amended as follows:5.1
    
    in the first sentence of paragraph 4.1, the reference to Completion Date shall be
deleted
and replaced with 2400 (CET) at the end of the Completion Date; and5.2
    
    in the final sentence of paragraph 4.1, the final reference to Completion shall be deleted
and replaced with 2400 (CET) at the end of the Completion Date.
 Yours  faithfully/s/ Jorg
H Schmittem&/s/
Frederic Henderik WittebolFor and on behalf ofBHR Holdings BV/s/ Didier BoidinFor and on behalf ofSociété Nouvelle du Grand Hotel SA/s/
Gisclle Ford. Maillot&/s/ Didier BoidinFor and on behalf ofSociété Des Hotels InterContinentalFrance SNC
 3




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##### 



/s/ David A. HomFor
and on behalf of                         September 5, 2006David
A. HomVice President and SecretaryInter-Continental Hotels CorporationAccepted and agreed/s/ Jan-Dries MulderFor and on behalf ofMSREF VI Danube BVDated
 4/9/2006
 4