##### 



Exhibit 4(b)(iv) CONFORMED COPY Dated
10 March 2005 Six Continents PLC
and
IHC London (Holdings) Limited
and
LGR Acquisition
and
LGR Holdings Limited SHARE PURCHASE AGREEMENT
relating to Six Continents Hotels & Holidays Limited, Holiday Inn Limited, NAS Cobalt No. 2 Limited
and London Forum Hotel Limited    Linklaters One Silk Street
London EC2Y 8HQ Telephone (44-20) 7456 2000
Facsimile (44-20) 7456 2222 Ref Kate Cheetham




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Share Purchase Agreement This Agreementis made on 10 March 2005 between:  (1)

SIX CONTINENTS PLC, a company incorporated in England and Wales whose registered
office is at 67 Alma Road, Windsor, Berkshire, SL4 3HD (SCPLC);(2)

IHC LONDON (HOLDINGS) LIMITED, a company incorporated in England and Wales whose registered
office is at 67 Alma Road, Windsor, Berkshire, SL4 3HD (IHC Holdings);(3)

LGR ACQUISITION, a company incorporated in England and Wales whose registered office is at 88
Wood Street, London EC2V 7AJ (the Purchaser); and(4)

LGR HOLDINGS LIMITED, a company incorporated in England and Wales whose registered office is
at 88 Wood Street, London EC2V 7AJ (Holdco). Whereas:  (A)

The Sellers have agreed to sell the Assets (as defined below) and to assume the obligations
imposed on the Sellers under this Agreement; and(B)

the Purchaser has agreed to purchase the Assets and to assume the obligations imposed on the
Purchaser under this Agreement. It is agreedas follows:  1

InterpretationIn this Agreement, unless the context otherwise requires, the provisions in this Clause
1 apply:1.1

DefinitionsAccounts Date means 31 December 2003;Additional Deferred Consideration Amount means the amount (if any) payable pursuant to
Clause 3.2.4;Affiliate means, with respect to the Purchaser, another person who, directly or
indirectly, owns or will own any shares in the Purchaser;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 Lawyerswith 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;Annual Accounts has the meaning given to it in the Portfolio Management Agreement;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, the audited accounts of that
Group Company for the period ended on the Accounts Date; 1




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Brand Standards means the brand standards applicable as at the date of this Agreement to
the Hotels, as solely set out in documents 08 001 to 08 003, Group Information in the
property information pack Data Room and documents 25 001 to 25 007, Portfolio Information in
the second round Data Room;Business Day means a day which is not a Saturday, Sunday or a public holiday in England;Certificated Properties means those properties details of which are set out in Part 1 of
Schedule 3 in respect of which Certificates of Title have been prepared and Certificated
Property means any one of them;Certificates of Title means the certificates of title in relation to the Certificated
Properties prepared by the Sellers Lawyers or Wright Johnston & Mackenzie (as the case may
be) dated as at the date of this Agreement and addressed to the Purchaser and the
Purchasers Lenders;Companies means the companies details of which are set out in paragraph 1 of Schedule 2
and Company means any one of them;Companies Acts means the Companies Act 1985 and the Companies Act 1989, in each case as
amended from time to time;Completion means the completion of the sale of the Assets pursuant to Clauses 6.1, 6.2,
6.3 and 6.4 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;Consolidated Financial Summary means the pro-forma consolidated financial summary of the
management accounts of the Hotels for the 12 months commencing 1 January 2004 and ended 31
December 2004 in the Agreed Terms;Construction Document means any building contract, contract of engagement, warranty
agreement, decennial insurance policy and other similar agreement the benefit of which is
now vested in a Group Company or any member of the Sellers Group in relation to the design,
construction, development, refurbishment and fitting out of any of the Hotels and where the
liability of the other party to the relevant Group Company or member of the Sellers Group
has not expired at Completion;Consultancy Agreement means an agreement (other than a contract of employment) with a
Group Company, pursuant to which an individual 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 £50,000;Contracts means the Sellers Group Contracts, the Split Contracts and the Retained
Contracts;Contracts Consideration means the sum of £1, being the consideration payable by the
Purchaser to SCPLC under this Agreement in respect of the transfer of the rights arising
under the Sellers Group Contracts referred to in Clause 2.1; 2




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Control means the ability, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise (including being the general partner, officer or
director of the person in question) to (i) direct or cause the direction of the management
and policies of a person, or (ii) vote more than 50 per cent. of the voting interests of
such person. A person or persons shall be deemed to direct or cause the directions of the
management and policies of a person (and accordingly satisfy clause (i) of the foregoing
test for Control) if the consent or approval of such person(s) shall be required with
respect to major decisions concerning the entity;Corporation Tax has the meaning given to that term in Section 6 of ICTA;Data Room means the on-line data room comprising the property information pack, the data
room and the second round 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 Schedule 1 to the Disclosure Letter;Deeds of Non-Disturbance means the deeds of non-disturbance as defined in the Individual
Hotel Management Agreements in the Agreed Terms;Deferred Consideration means the aggregate of the Additional Deferred Consideration
Amount, the First Deferred Consideration Amount, the Second Deferred Consideration Amount
and the Third Deferred Consideration Amount (in each case, if any);Disclosure Letter means the letter dated on the same date as this Agreement from the
Sellers to the Purchaser disclosing:  (i)

information constituting exceptions to the Sellers Warranties; and(ii)

details of other matters referred to in this Agreement;  Dormant Subsidiaries means the subsidiaries set out in paragraph 2 of Schedule 2 and
identified as such;Draft 2004 Accounts has the meaning given to it in Part 1 of Schedule 6;Employing Company means the entity responsible for employing the Relevant Employees after
Completion for the purpose of providing services to the Purchaser or the Purchasers Group;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, Environmental Authority, Environmental Law and Environmental Permit
have the meanings given to them in paragraph 10.1 of Schedule 7;Estimated Net Current Assets means the sum of £(14,320,000) (the negative sum of fourteen
million three hundred and twenty thousand pounds) being a realistic estimate of the Net
Current Assets;Excluded Rights means all subsisting rights of any Group Company as at Completion arising
under the Split Contracts to the extent the rights and obligations under such contracts
relate to any property or other asset which is or was owned by any member of the Sellers
Group and which is not being transferred to the Purchaser pursuant to this Agreement and
under the Retained Contracts respectively; 3




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Event means any act, omission, event or transaction (including without limitation the
execution of and completion of all provisions of this Agreement and becoming being or
ceasing to be a member of a group of companies (howsoever defined) for the purposes of any
Tax);Financial Reporting Year means the period from (and including) 1 January to 31 December;First Deferred Consideration Amount means the amount (if any) payable pursuant to Clause
3.2.1;Franchise Agreements mean the franchise agreements entered into individually for each of
the 63 Hotels which are listed in Schedule 1 of the Portfolio Management Agreement in the
Agreed Terms;GAAP means generally accepted accounting standards, the legal principles set out in
Schedules 4 and 4A to the Companies Act 1985, rulings and abstracts of the Urgent Issues
Task Force of the ASB and guidelines, conventions, rules and procedures of accounting
practice in the United Kingdom which are regarded as permissible by the ASB;Group means the Group Companies, taken as a whole;Group Accounting Policies means the accounting policies used in preparing the audited
accounts of the Group Companies:Group Companies means the Companies and the Subsidiaries and Group Company means any one
of them;Group Relief means any amount eligible for relief under Sections 402-413 of the ICTA, any
tax refund which is capable of being surrendered under Section 102 of the FA 1989, any
relievable tax which is capable of being surrendered pursuant to regulations made under
Section 806H ICTA or utilisation of any losses pursuant to an election under Section 171A or
179A of the TCGA or for the purposes of Clause 5 of the Tax Deed of Covenant under Article
43 and related articles of the Consolidated Version of the Treaty Establishing the European
Community (OJC 325/33 24.12.2002) as amended from time to time;Guaranteed Leases means the leases details of which are set out in Part 1 and Part 2 of
Schedule 12;Hazardous Substances has the meaning given to it in paragraph 10.1 of Schedule 7;Hotels means the hotel businesses as operated at the Properties as at the date hereof and
Hotel means any one of them;ICTA means the Income and Corporation Taxes Act 1988;IHG Shares means any shares in the capital of InterContinental Hotels Group PLC;Indemnified Leases means the leases referred to in Part 1 of Schedule 12;Individual Hotel Management Agreements means the respective individual hotel management
agreements between InterContinental Hotels Group (Management Services) Limited and the
Purchaser for each of the 63 Hotels which are listed in Schedule 1 of the Portfolio
Management Agreement in the Agreed Terms and the 10 hotels which are listed in Schedule 1 of
the Named Assets Summary of Terms;Initial Share Consideration means £300,100,659; 4




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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;Inter-Group Debt means all indebtedness due at Completion from the Group Companies to the
Sellers Group and all indebtedness due at Completion from the Sellers Group to the Group
Companies (excluding in each case any amounts taken into account in calculating Inter-Group
Payables and amounts taken into account in calculating any Inter-Group Receivables), being
the amounts specified in Schedule 11;Inter-Group Debt Balance means the aggregate amount of the Inter-Group Debt specified in
Schedule 11 being £659,899,341;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, lists and particulars of customers and suppliers;Lease means in relation to each Uncertificated Property which is leasehold, the lease(s)
or underlease(s) or licence(s) under which the relevant Group Company holds such
Uncertificated 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 an Uncertificated Property is subject;Licences means any Justices Licence, Public Entertainment Licences (including for the
avoidance of doubt music, dancers, special entertainment and cinematograph licences), Gaming
Licence, marriage permit, extended hours or special hours certificate, Section 68 Supper
Hours Certificate or other similar licence in relation to the activities carried on at the
Hotels but excluding for the avoidance of doubt Environmental Permits;Listed Hotels means the Hotels listed in Schedule 13;Long-Term Liabilities has the meaning given to it in Part 1 of Schedule 6;Losses means all losses, liabilities, costs (including, without limitation, legal costs
and reasonable experts and consultants fees), charges, reasonable expenses, actions,
proceedings, claims and demands;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 £50,000 per annum
or more;Management Accounts means the unaudited balance sheets and profit and loss accounts of
each of the Hotels respectively for the 12 months ended 31 December 2004 and the one month
ended 31 January 2005 respectively; 5




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Management Agreements mean the Portfolio Management Agreement and the Individual Hotel
Management Agreements in the Agreed Terms;Master Technology Agreements mean the master technology agreements as defined in the
Individual Hotel Management Agreements in the Agreed Terms;Named Assets Summary of Terms means the summary of terms in the Agreed Terms relating to
the Individual Hotel Management Agreements to be entered into in respect of the hotels
listed on Schedule 1 thereof;Net Current Asset Adjustment means the amount by which the Net Current Assets together
with the Long-Term Liabilities and Provisions (as such terms are defined in and as
determined in accordance with Clause 8 and Schedule 6) (if any) exceed the Estimated Net
Current Assets and are 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 together with the Long-Term
Liabilities and Provisions (as such terms are defined in and as such term is determined in
accordance with Clause 8 and Schedule 6) (if any) are less than the Estimated Net Current
Assets and are payable pursuant to Clause 8.2.1(ii) (such amount being expressed as a
negative figure);Net Current Assets means the cash sum representing the value of Stock, Debtors and Cash
minus Trade Creditors as at 11.00 am on the Completion Date as such terms are defined in and
as determined in accordance with Clause 8 and Schedule 6;Net Current Asset Statement means the statements to be prepared by the Sellers in
accordance with Clause 8.1 and Schedule 6;Pensions Regulator means the Pensions Regulator established by the Pensions Act 2004;Planning Acts means the Town and Country Planning Act 1990, the Planning (Listed Buildings
and Conservation Areas) Act 1990, the Planning (Hazardous Substances) Act 1990, the Planning
(Consequential Provisions) Act 1990, the Planning and Compensation Act 1991, the Local
Government Planning and Land Act 1980, the Local Government (Miscellaneous Provisions) Act
1982, the Housing and Planning Act 1986 and the Highways Act 1980 and the Planning and
Compulsory Purchase Act 2004;Portfolio Management Agreement means the portfolio management agreement in the Agreed
Terms;Posthouse Agreement means the Share and Business Sale and Purchase Agreement (including,
for the avoidance of doubt and without limitation, Schedule 11 thereof) dated 4 April 2001
between Hospitality Holdings Limited, Forte (UK) Limited, Compass Group Plc, NAS Cobalt No.1
Limited and NAS Cobalt No.2 Limited (as amended pursuant to an agreement dated 29 June 2001
between such parties) and the IP Sale and Purchase Agreement dated 4 April 2001 between
Hospitality Holdings Limited, Forte (UK) Limited, Compass Group Plc and Bass Hotels &
Resorts Inc.;Pre-Sale Reorganisation means the pre-sale reorganisation of the Sellers Group as
referred to in the pre-sale reorganisation paper in the Agreed Terms;Pre-Sale Reorganisation Documents means the documents in the Data Room pursuant to which
the Pre-Sale Reorganisation was implemented; 6




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Properties means the Certificated Properties and the Uncertificated Properties, details of
which are set out in Parts 1 and 2 respectively of Schedule 3 and Property means any one
of them;Provisions has the meaning given to it in Schedule 6;Purchasers Group means the Purchaser, its subsidiaries, any holding company of the
Purchaser and any subsidiaries of any holding company or subsidiary of the Purchaser from
time to time;Purchasers Lawyers means Paul Hastings, Janofsky & Walker (Europe) LLP of 88 Wood Street,
London EC2V 7AJ;Purchasers Lenders means the lenders as defined in the Senior Facilities Agreement
entered into on or around the date hereof between inter alia, the Lenders, Citigroup Global
Markets Limited as Mandated Lead Arranger, Citibank International plc, as Instructing Agent
and Citicorp Trustee Company Limited as Security Trustee; and the lender as defined in the
Mezzanine Facility Agreement entered into on or around the date hereof between the Company
and Eurolieum Sarl;Purchaser Retained Contracts means those contracts listed in Part 2 of Schedule 10;Purchasers Scheme means the retirement benefits scheme, personal pension scheme or
schemes nominated by the Purchaser in accordance with Clause 7.1.1;Relevant Employees means those employees of the Group Companies who are immediately prior
to the date of this Agreement and/or Completion employed in the Group, (which for the
purposes of this Agreement shall be deemed to include those employees whose employment
relationship with InterContinental Hotels Group Services Limited will transfer to
InterContinental Hotels Limited on Completion by virtue of TUPE and subject to the terms of
a services agreement entered into on or about the date of this Agreement between
InterContinental Hotels Group Services Limited and the Companies) which for the avoidance of
doubt shall exclude any agency staff and independent contractors;Relevant Extent means (i) in respect of any right or obligation of any member of the
Sellers Group pursuant to Clause 14.3 relating to 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 which is or was owned by any member of the Sellers Group and 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 14.3
relating to 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 or, in relation to the Posthouse
Agreement, to the Strand Palace Hotel and Annexe;Remedial Action has the meaning given to it in Clause 9.6;Retained Contracts means the agreements to which a Group Company is a party which do not
relate to any of the Hotels (including the Vendor Guarantee between InterContinental Hotels
Group (UK) Limited and Revlake Limited (now London MayFair Hotel Limited) dated 21 August
2003), to the extent that at Completion the same remain to be completed or performed or
remain in force, but excluding the Purchaser Retained Contracts or any agreement other than
a Construction Document relating to the ownership, use or occupation of any of the
Properties; 7




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Retained Employees means the IHG Personnel as defined in the Portfolio Management
Agreement;SCPLC Guarantee means the guarantee dated 12 October 2004 given by SCPLC in respect of
various obligations of InterContinental Hotels Limited;Second Deferred Consideration Amount means the amount (if any) payable pursuant to Clause
3.2.2;Sellers means SCPLC and IHC Holdings and Seller means either of them;Sellers Group means the Sellers and their subsidiaries from time to time but excluding
the Group Companies;Sellers Group Contracts means the 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, including without limitation those listed in Part 3 of Schedule 10 but
excluding any agreement other than a Construction Document relating to the ownership, use or
occupation of any of the Properties;Sellers Lawyers means Linklaters of One Silk Street, London EC2Y 8HQ;Sellers Pension Scheme means the InterContinental Hotels UK Pension Plan which is
currently governed by a trust deed and rules dated 31 January 2003;Sellers Warranties means the warranties given by the Sellers pursuant to Clause 9 and
Schedule 7 and Sellers Warranty means any one of them;Senior Employee means any employee employed or engaged in relation to the Group on an
annual base salary (on the basis of full-time employment) in excess of £100,000;Shares means all the issued ordinary share capital of the Companies;Significant Employees means those Relevant Employees of the Group Companies earning an
annual base salary in excess of £30,000;Split Contracts means the agreements to which a Group Company is a party which relate
partly but not exclusively to one or more of the Hotels to the extent that at Completion the
same remain to be completed or performed or remain in force, including but not limited to
those listed in Part 1 of Schedule 10 but excluding any agreement other than a Construction
Document relating to the ownership, use or occupation of any of the Properties;Subsidiaries means the subsidiaries listed in paragraph 2 of Schedule 2 and Subsidiary
means any one of them;Target TPOP has the meaning given to it in Clause 3.2.1, 3.2.2, 3.2.3 or 3.2.4, as the
case may be;Taxation or Tax means any form of taxation, national insurance or social security
contribution, withholding, duty, impost or tariff in each case in the nature of taxation,
whenever and wherever imposed, collected or assessed by, or payable to, a Tax Authority and,
without prejudice to the generality of the foregoing, includes income tax, corporation tax,
capital gains tax, value added tax, Customs & Excise duties, stamp duty land tax, stamp duty
reserve tax and stamp duty whether chargeable directly or primarily against or attributable
directly or primarily to the Group Companies or any other person, and including 8




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all interest and penalties thereon but excluding the uniform business rate, water rates,
property rates, council taxes and all other similar rates and charges and other local
authority rates or charges and also excluding deferred tax.;Tax Authority or Taxation Authority means the Commissioners of Inland Revenue, the
Commissioners of Customs and Excise, or any authority or body, whether of the United Kingdom
or elsewhere and whether national or otherwise having the power or authority or other
function in relation to Tax;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 paragraph 8.6 of Schedule 7 to this
Agreement (but only so far as it relates to Tax) and the warranties given by the Sellers
under the Tax Deed of Covenant and Tax Warranty means any one of them;Third Deferred Consideration Amount means the amount (if any) payable pursuant to Clause
3.2.3;Third Party Consents means all consents, licences, approvals, permits, authorisations or
waivers required from third parties for the assignment or transfer to the Purchaser or
member of the Sellers Group, as the case may be, of any rights under any of the Contracts
and Third Party Consent means any one of them;TPOP has the meaning given to it in the Portfolio Management Agreement;Transfer Agreements means those agreements dated 28 February 2005 between, on the one
hand, InterContinental Hotels Limited and InterContinental Hotels Group (Management
Services) Limited and, on the other, InterContinental Hotels Group (UK) Limited and
InterContinental Hotels Group (Management Services) Limited in the Data Room (documents 07
003 and 09 002 in the Capital Reduction and Restructuring Documentation section of the
second round Data Room);TUPE means the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as
amended);Uncertificated Properties means those properties details of which are set out in Part 2 of
Schedule 3 and Uncertificated Property means any one of them; andVAT means United Kingdom Value Added Tax.1.2

Modification etc. of Statutes  References 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 subordinate legislation made from time to time under that statute or
statutory provision, 9




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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 include any company, partnership or unincorporated association
(whether or not having separate legal personality); and1.4.2

a company shall include any company, corporation or any body corporate,
wherever incorporated.  1.5

References to subsidiaries and holding companiesThe words holding company and subsidiary shall have the same meaning in this
Agreement as their respective definitions in the Companies Act 1985.1.6

Audited AccountsAny reference to the Audited Accounts shall include the directors and auditors
reports, relevant balance sheets and profit and loss accounts and related notes together
with all documents which are or would be required by law to be annexed to the accounts of
the company concerned to be laid before that company in general meeting in respect of the
accounting reference period in question.1.7

Schedules etc.References to this Agreement shall include any Recitals and Schedules to it and
references to Clauses and Schedules are to Clauses of, and Schedules to, this Agreement.
References to paragraphs and Parts are to paragraphs and Parts of the Schedules.1.8

HeadingsHeadings shall be ignored in interpreting this Agreement.1.9

InformationReferences to books, records or other information mean books, records or other
information in any form including paper, electronically stored data, magnetic media, film
and microfilm.2

Agreement to Sell the Assets2.1

On and subject to the terms of this Agreement the Sellers (each as to the Shares
set out against its name in Schedule 1) agree to sell, and the Purchaser agrees to purchase,
the Shares and SCPLC agrees to transfer or procure the transfer to the Purchaser of the rights
of the Sellers Group arising under the Sellers Group Contracts solely to the extent such
rights relate to any of the Properties or other assets being transferred to the Purchaser 10




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pursuant to this Agreement or, in relation to the Posthouse Agreement, to the Strand Palace
Hotel and Annexe, on the terms set out in Clause 14.3.2.2

Subject to Clause 2.3, the Shares shall be sold by the Sellers with full title
guarantee free from Encumbrances and together with all rights and advantages attaching to them
as at Completion (including, without limitation, the right to receive all dividends or
distributions declared, made or paid on or after Completion save to the extent that such
dividends are declared and made as permitted under paragraph (xiii) of Clause 5.1.3).2.3

There shall be excluded from the sale of the Assets under this Agreement the
Excluded Rights, which shall be retained by the Sellers.2.4

The Sellers shall procure that on or prior to Completion any and all rights of
pre-emption over the Shares are waived irrevocably by the persons entitled thereto.2.5

The Purchaser is not obliged to complete the purchase of any of the Shares unless
the purchase of all of the Shares is completed simultaneously.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 pro-rata to the allocation as set out in column 3
of Schedule 1 shall be an amount in cash equal to the sum of:  (i)

the Completion Amount;(ii)

the Net Current Asset Adjustment; and(iii)

the Deferred Consideration, which sums (if any) shall be paid
by the Purchaser to the Sellers within 10 Business Days of determination of the
TPOP in the Annual Accounts for the relevant Financial Reporting Year pursuant
to the terms of the Portfolio Management Agreement.  3.1.2

The initial consideration for the purchase of the Shares shall be allocated
as set out in Schedule 1 (and the Net Current Asset Adjustment and the Deferred
Consideration attributable to the particular Shares shall be allocated pro-rata to the
allocation as set out in column 3 of Schedule 1) and paid by the Purchaser to the
Sellers in accordance with Clauses 6.3 and 8.2.3.1.3

The Contracts Consideration shall be paid by the Purchaser to SCPLC in
accordance with Clause 6.3.  3.2

Deferred Consideration  3.2.1

If the TPOP in respect of the Financial Reporting Year ending 31 December
2005 is equal to or exceeds £79 million (or such amount as adjusted pursuant to Clause
3.2.5) (the Target TPOP), the sum of £3 million (the First Deferred Consideration
Amount) shall be payable by the Purchaser to the Sellers in accordance with Clause
3.1.1(iii).3.2.2

If the TPOP in respect of the Financial Reporting Year ending 31 December
2006 is equal to or exceeds £86 million (or such amount as adjusted pursuant to Clause 11




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3.2.5) (the Target TPOP), the sum of £4.5 million (the Second Deferred
Consideration Amount) shall be payable by the Purchaser to the Sellers in
accordance with Clause 3.1.1(iii).3.2.3

If the TPOP in respect of the Financial Reporting Year ending 31 December
2007 is equal to or exceeds £93 million (or such amount as adjusted pursuant to Clause
3.2.5) (the Target TPOP), the sum of £7.5 million (the Third Deferred Consideration
Amount) shall be payable by the Purchaser to the Sellers in accordance with Clause
3.1.1(iii).3.2.4

If the TPOP in respect of the Financial Reporting Year ending 31 December
2007 is equal to or exceeds £102 million (or such amount as adjusted pursuant to Clause
3.2.5) (the Target TPOP), the sum of £25 million (the Additional Deferred
Consideration Amount) shall be payable in addition to the Third Deferred Consideration
Amount by the Purchaser to the Sellers in accordance with Clause 3.1.1(iii).3.2.5

If any Hotel listed in Schedule 1 of the Portfolio Management Agreement is
no longer part of the Portfolio (as defined in the Portfolio Management Agreement), the
Target TPOP for the relevant Financial Reporting Year(s) shall be reduced by the amount
set out against its name in Schedule 15 multiplied by that percentage represented by
the number of days from the date on which such Hotel ceases to be part of the Portfolio
to the last day of the relevant Financial Reporting Year (as numerator) over 365 (as
denominator).3.2.6

The Purchaser agrees that it will not, and it shall procure that none of
the Group Companies will, take any action intended to frustrate the payment of, or
which is primarily intended to reduce the amount of, the Deferred Consideration.3.2.7

Subject to the provisions of the Management Agreements, the Sellers shall
not and shall procure that no member of the Sellers Group or their employees shall
take any action with respect to the Hotels which is intended to increase the Deferred
Consideration payable to the Sellers through a means which is other than a bona fide
improvement of the ongoing business profitability of the Hotels including any change to
accounting or budget practice with respect to the Hotels.  3.3

Reduction of Consideration  3.3.1

If any payment is made by any Seller 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 be made by way
of adjustment of 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.3.3.2

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 12




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(ii)

the payment and/or claim relates to no particular shares in any
Group Company, it shall be allocated rateably to all the Shares 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.3.3.3

For the purposes of this Clause 3.3, this Agreement includes the Tax Deed
of Covenant.  4

Conditions4.1

Condition PrecedentThe agreement to sell and purchase the Shares contained in Clause 2 is conditional upon
satisfaction of the following condition, or its satisfaction subject only to Completion:to the extent that the sale of the Assets which are the subject of this Agreement and the
related transactions referred to herein either constitutes (or is deemed to constitute under
Article 4(5)) a concentration falling within the scope of Council Regulation (EC) 139/2004
(as amended) (the Regulation) or is to be examined by the European Commission as a result
of a decision under Article 22(3) of the Regulation:  (i)

the European Commission taking a decision (or being deemed to
have taken a decision) under Article 6(1)(b) of the Regulation declaring the
Transaction compatible with the common market without imposing any conditions
or obligations that are not on terms reasonably satisfactory to the Purchaser;
or(ii)

the European Commission taking a decision (or being deemed to
have taken a decision) to refer the whole or part of the Transaction to the
competent authorities of the United Kingdom under Article 4(4) or 9(3) of the
Regulation and the European Commission taking a decision in accordance with
Clause 4.1.2(i) above with respect to any part of the Transaction retained by
it.  4.2

Responsibility for Satisfaction  4.2.1

The Purchaser shall use all reasonable endeavours to ensure the
satisfaction of the condition set out in Clause 4.1 as soon as possible after the date
of this Agreement.4.2.2

The Purchaser shall make any anti-trust filing required pursuant to Clause
4.1 as soon as reasonably practicable but in any event shall submit a draft filing to
the European Commission no later than the seventh Business Day following the date of
this Agreement. The Purchaser shall make, subject to Clause 4.2.3, a final filing with
the European Commission in respect of the Regulation as soon as practicable thereafter,
but in any event no later than eight Business Days following the date on which a draft
filing to the European Commission is made, or such other date as soon as practicable
thereafter in the event the final filing is delayed as a result of the actions or
inaction of the European Commission in respect of the filing. 13




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4.2.3

The Sellers shall co-operate with the Purchaser in respect of any filing
required pursuant to Clause 4.1 and shall make available, subject to commercial
confidentiality and to the confidentiality requirements of the Government of Singapore,
all information that the Purchaser deems reasonably necessary for that purpose or all
information which is requested by the appropriate regulatory bodies.4.2.4

The Purchaser shall consult with the Sellers and the Sellers Lawyers in
respect of any filing required pursuant to Clause 4.1 and subject to the
confidentiality requirements of the Government of Singapore shall provide the Sellers
and the Sellers Lawyers with a reasonable opportunity to review such filing prior to
its submission to the appropriate regulatory bodies.  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 the
date which is 15 weeks from the date of this Agreement save as expressly provided, this
Agreement (other than Clauses 1, 13 and 14.5 to 14.19) shall lapse and neither the
Sellers nor the Purchaser shall have any claim against the other under it, save for any
claim arising from breach of any obligation contained in Clause 4.2.  5

Pre-Completion5.1

The Sellers Obligations in Relation to the Conduct of BusinessExcept as may be required to give effect to and comply with this Agreement or any law
or regulation or to implement or complete the Pre-Sale Reorganisation or in so far as the
Purchaser has given its written consent (such consent not to be unreasonably withheld or
delayed), the Sellers undertake to procure that between the date of this Agreement and
Completion each Group Company:  5.1.1

shall carry on its business in all material respects as a going concern in
the ordinary course as carried on prior to the date of this Agreement;5.1.2

shall maintain in force all existing insurance policies in all material
respects on the same terms and similar level of cover prevailing at the date of this
Agreement for the benefit of the Group Companies;5.1.3

without prejudice to the generality of Clause 5.1.1, shall not:  (i)

enter into any agreement or incur any commitment involving any
capital expenditure in excess of £150,000 per item and £1,000,000 in aggregate,
in each case exclusive of VAT, except to the extent that such expenditure would
be consistent with the relevant Group Company or Hotels capital budget as
specifically referred to in document 04009 in the property information pack
Data Room;(ii)

enter into or amend any agreement or incur any commitment not
in the ordinary course of business which is either not capable of being
terminated without compensation at any time or with 12 months notice or less
or which involves or may involve total annual expenditure in excess of
£500,000, exclusive of VAT; 14




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(iii)

acquire or dispose of, or agree to acquire or dispose of, any
material asset (including any real property), 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 £500,000, exclusive of
VAT, other than in the ordinary course of business and on an arms length basis
provided always that in relation to any Property the provisions of sub-clause
5.1.3(viii) below shall apply instead of this sub-clause 5.1.3(iii);(iv)

acquire or agree to acquire any share, shares or other interest
in any company, partnership or other venture;(v)

incur any additional borrowings or incur any other indebtedness
which are not Inter-Group Receivables or Inter-Group Payables otherwise than in
the ordinary course of business and on an arms length basis;(vi)

create, allot or issue, or grant any option to subscribe for,
any share capital;(vii)

amend, to any material adverse extent, any of the terms on
which goods, facilities or services are supplied, such supplies being material
in the context of any Group Company, except where required to do so in order to
comply with any applicable legal or regulatory requirement;(viii)

in relation to any Property:  (a)

except in the case of an emergency or in order
to undertake Remedial Action or works required under Part III of the
Disability Discrimination Act 1995, carry out any material structural
alteration or addition to, or materially effect any change of use of,
such Property other than (1) the ongoing kitchen refurbishment works at
Holiday Inn Maidstone (2) the ongoing kitchen refurbishment works at
Holiday Inn Farnborough and (3) the ongoing works to demolish staff
blocks to form car parking at Holiday Inn Farnborough;(b)

terminate or serve any notice to terminate,
surrender or accept any surrender of or waive the terms of any lease,
tenancy or licence pursuant to which any of the Properties are held or
in relation to any Material Letting Document;(c)

unless under a statutory or other legal
obligation so to do, agree any new rent or fee payable or any rent
review under any lease, tenancy or licence pursuant to which any of the
Properties are held or in relation to any Material Letting Document;(d)

enter into or vary any agreement, option,
transfer, lease, tenancy, licence or other commitment pursuant to which
any of the Properties are held or in relation to any Material Letting
Document;(e)

sell, convey, transfer, assign or charge any
Property or any part or grant any rights or easements over any Property
or any part (except as may be granted to a tenant in a permitted
letting) or enter into any material covenants affecting any Property or
any part or agree to do any of the foregoing;(f)

unless under a statutory or other legal
obligation so to do, grant any lease or underlease of any Property or
any part provided always that 15




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a Group Company shall be permitted to lease or underlease any part of
a Property which is not a material part as part of its business in the
ordinary course where such lease or underlease is (i) granted for a
term not exceeding three years and (ii) outside the security of tenure
provisions of the Landlord and Tenant Act 1954;(g)

carry out any new activity on any Property
which activity has not been carried out prior to the date of this
Agreement as part of the relevant Group Companys business in the
ordinary course, where such activity would result in a material breach
of a title restriction affecting that Property;  (ix)

save as required by law:  (a)

make any material amendment to the terms and
conditions of employment (including, without limitation, remuneration,
pension entitlements and other benefits) of any Senior Employee (other
than minor increases in the ordinary course of business which the
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;(c)

dismiss any Senior Employee (other than in
accordance with normal disciplinary procedures); or(d)

engage or appoint any additional Senior
Employee;  (x)

settle an insurance claim in excess of £500,000 materially
below the amount claimed;(xi)

enter into any guarantee, indemnity or other agreement to
secure any obligation of a third party (excluding obligations of any Group
Company) or create any Encumbrance over any of its assets (including any
Property) or undertaking in any such case other than in the ordinary course of
business and on an arms length basis;(xii)

make any material change to its accounting practices or
policies (except to the extent required to comply with any changes in GAAP) or
amend its memorandum or articles of association; or(xiii)

declare, make or pay any dividend or other distribution to shareholders
except that each of the Companies shall be entitled to make or pay dividends of
up to £1,000,000 in aggregate provided that such dividends have been declared
and paid before the date on which the conditions set out in Clause 4.1 are
fulfilled,  provided that nothing in this Agreement shall prevent the payment of any dividend by
a Group Company, which is permitted under Clause 5.1.3(xiii), between the date of
this Agreement and the date on which the conditions set out in Clause 4.1 are
fulfilled.5.1.4

shall maintain in force and renew where required all Licences necessary for
the continued operation of any Hotel or material to the business of any Hotel; 16




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5.2

The Sellers Obligations in Relation to the Financing of the BusinessEach of the Sellers undertake that save in relation to the payment of dividends
permitted under Clause 5.1.3(xiii), between the date of this Agreement and Completion, they
will:  5.2.1

not lend any money or offer any form of financing to any Group Company
which is not an Inter-Group Receivable nor alter the amount or material terms of the
Inter-Group Debt;5.2.2

procure that no Group Company borrows any money from nor incurs any other
financing liabilities or obligations to the Sellers Group (other than trading debt or
liabilities arising in the ordinary course or Inter-Group Payables); and5.2.3

procure that no member of the Sellers Group borrows any money from nor
incurs any other financing liabilities or obligations to the Group (other than trading
debt or liabilities arising in the ordinary course),  unless the Purchaser has agreed to this in writing, such consent not to be unreasonably
withheld or delayed.5.3

Sellers Undertakings  5.3.1

At the request of the Purchaser, the Sellers have made applications for
landlords consents to charge certain Properties. From the date of this Agreement up to
Completion, the Sellers shall (at the Purchasers cost) make such additional
applications to landlords regarding waivers or amendments to forfeiture provisions or
such similar matters as the Purchaser may reasonably request and shall use all
reasonable endeavours to obtain such landlords consents as soon as reasonably
practicable and shall promptly keep the Purchaser informed of progress.5.3.2

The Sellers shall continue to use all reasonable endeavours to complete the
transfer of the legal estate in respect of the Strand Palace Hotel London from
InterContinental Hotels Limited to Waseley Roadside Restaurants Limited and shall keep
the Purchaser fully advised at all times of progress in this respect.5.3.3

The Sellers undertake that they will prior to Completion apply, or procure
an application, to Companies House to remove from the register any entries in relation
to the charge in favour of the Law Debenture Trust in respect of Crowne Plaza Heathrow
which has been satisfied.5.3.4  (i)

Promptly following the date of this Agreement, the Purchaser shall at its
own cost appoint a suitably qualified expert (the Purchasers Expert) to
review as soon as reasonably practicable the works identified in document 07 in
the Group Information section of the property information pack Data Room
entitled IHGs UK DDA policy, summary of works and status, document 51 002
DDA progress summary in the Portfolio Information section of the second round
Data Room, document 51 003 DDA Audits  stage 3 status summary in the
Portfolio Information section of the second round Data Room (together, the
Sellers Proposed DDA Works) and item 03 011 for each Hotel in the second
round Data Room ( being the Stage 2 DDA Audits). 17




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(ii)

If in the Purchasers Experts reasonable and proper opinion
the completion of the Sellers Proposed DDA Works in relation to the Listed
Hotels only would not make the Listed Hotels compliant with the requirements of
Part III of the Disability Discrimination Act 1995 (as determined in accordance
with the Sellers own internal policies as set out in document 07 in the Group
Information section of the property information pack in the Data Room), then
the Purchaser shall procure that the Purchasers Expert promptly supplies to
the Sellers (at the Sellers cost) full details (including specifications and
initial costings) of those further works required to procure such compliance
(the Further Works). If the Sellers disagree with any element of the Further
Works, they may refer the matter to an independent expert in accordance with
Clause 5.3.4(v) below.(iii)

The Sellers shall, subject to obtaining all necessary consents
(which the Sellers shall use all reasonable endeavours to obtain and the
Purchaser shall co-operate with the Sellers and assist in obtaining such
consents if reasonably required), carry out the Sellers Proposed DDA Works and
(subject to any pending referral to the independent expert) the Further Works
as soon as reasonably practicable using competent contractors approved by the
Purchaser (acting reasonably).(iv)

The Sellers shall indemnify the Purchaser against any Losses
incurred by the Purchaser or any member of the Purchasers Group arising from
any failure by the Sellers to carry out the Sellers Proposed Works and
(subject to any pending referral to the independent expert) the Further Works.(v)

Any dispute or difference between the parties in connection
with matters arising under this Clause 5.3.4, may be referred by either party
to an independent person acting as an expert who has been professionally
qualified for not less than 10 years and who is an accredited consultant from
the Centre for Accessible Environment, such independent person to be appointed
by the parties jointly or, in default of agreement, on the application of
either party by the President (or next senior available officer) for the time
being of the Royal Institution of Chartered Surveyors or such other
professional body as may be suitable given the nature of the dispute. The
parties agree to be bound by the decision of such expert and that the costs of
such expert shall be borne as the expert may direct (or in the absence of
direction, equally). Accordingly, if any relevant matter is referred to the
expert by the Sellers under this clause, the reference to Further Works shall
be to such works as determined by such expert.  5.3.5  (i)

The Purchaser shall carry out such works as are required either to put the
building known as Shoppenhangers Manor located at HI Maidenhead
(Shoppenhangers Manor) into good condition and repair including ensuring
compliance with all requirements of health and safety law and obtaining all
necessary planning and building regulation consent in respect of such work or
to close such building permanently as soon as reasonably practicable after
Completion. 18




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(ii)

Subject to sub clause 5.3.5(iv) below, the Sellers shall
indemnify the Purchaser in respect of any costs incurred by it or any member of
the Purchasers Group in carrying out the works referred to in paragraph (i)
above.(iii)

Until such time as the Purchaser has complied with its
obligation under paragraph (i) above the Sellers shall, subject to sub clause
5.3.5(iv) below, indemnify the Purchaser (for itself and as agent for any other
member of the Purchasers Group) against any Losses to the extent they arise
out of any claim against the Purchaser (or any member of the Purchasers Group)
in respect of the personal injury or death of any person at Shoppenhangers
Manor.(iv)

The aggregate amount of the Sellers under the indemnities
referred to in sub clause 5.3.5(ii) above shall not exceed £2,000,000 and the
Sellers not be liable in respect of any Losses under the indemnities referred
to in this sub clause 5.3.5 to the extent such losses are covered by a policy
of insurance.  5.3.6

The Sellers shall indemnify and hold harmless the Purchaser (for itself and
as agent for any other member of the Purchasers Group) for any Losses to the extent
they arise out of the letter of claim dated 28 February 2005 against Intercontinental
Hotels Group Limited from the liquidators of Sylvan Refurbishment Limited in relation
to the claim by Sylvan Refurbishment Limited against Kensington Forum Hotel Limited.5.3.7

The Sellers undertake to procure that at Completion all of the shares in
Holiday Inn (Reading) Limited are transferred with full title guarantee to the
Purchaser and will indemnify the Purchaser in respect of any failure so to do.5.3.8

The Sellers shall indemnify the Purchaser (for itself and as agent for any
member of the Purchasers Group) against any Losses to the extent they arise under
Clause 5.8(c) of the Posthouse Agreement as a result of any claim under the Business IP
Agreement which is in breach of Clause 5.8(b) of the Posthouse Agreement.  6

Completion6.1

Date and PlaceSubject to Clause 4, Completion shall take place at the offices of the Sellers
Solicitors no later than the tenth 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 between the
Sellers and the Purchaser.6.2

Completion ObligationsOn Completion, 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 Sellers and the
Contracts Consideration to SCPLC. 19




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6.4

Repayment of Inter-Group Debt BalanceOn Completion the Purchaser shall procure repayment by the relevant Group Companies of
the Inter-Group Debt Balance.6.5

Breach of Completion ObligationsIf the Sellers fail to comply with any material obligation in paragraph 1.1.1, 1.1.2,
1.1.3, 1.1.4, 1.1.12 or 1.1.15 of Schedule 5, or the Purchaser fails to comply with the
obligations in Clauses 6.3, 6.4 or paragraphs 2.1 to 2.3 of Schedule 5, the Purchaser, in
the case of non-compliance by the Sellers, or the Sellers, 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 other
served on the Completion Date:  6.5.1

to terminate this Agreement (other than Clauses 1, 13 and 14.5 to 14.19)
without liability on its part; or6.5.2

to effect Completion so far as practicable having regard to the defaults
which have occurred; or6.5.3

to fix a new date for Completion (not being more than 20 Business Days
after the agreed date for Completion) in which case the provisions of Schedule 5 shall
apply to Completion as so deferred but provided such deferral may only occur once.  7

Pensions and Employee Incentives7.1

The Purchaser undertakes that:  7.1.1

it or the Employing Company will set up or nominate a pension scheme by a
date (the Joining Date) which is within four months of the Completion Date which will
be an exempt approved scheme or capable of approval as an exempt approved scheme for
the purposes of either Chapter I or Chapter IV of Part XIV of ICTA;7.1.2

within seven days after the Completion Date all Relevant Employees who are
in the service of the Purchaser or the Employing Company and who have not reached their
retirement date under the Sellers Pension Scheme shall be invited in writing to become
members of the Purchasers Scheme with effect on and from the Joining Date, but (if the
Joining Date is later than the Completion Date) on terms that are at least as
favourable to them as if the Joining Date had been the Completion Date;7.1.3

the Purchasers Scheme shall at the Joining Date provide benefits for
Relevant Employees who join the Purchasers Scheme in accordance with Clause 7.1.2. The
Relevant Employees will contribute between 3 per cent and 5 per cent of basic salary
(or more if they so choose). If the Relevant Employee was a member of the defined
contribution section of the Sellers Pension Scheme, the Purchaser or other member of
the Purchasers Group will contribute an amount equal to the amount being contributed
by the Relevant Employee to the Purchasers Scheme (up to a maximum of 5 per cent of
basic salary) plus administration costs. However, if employer contributions to the
defined contribution section of the Sellers Pension Scheme in respect of any Relevant
Employee were double the amount contributed by such Relevant Employee to that section
of the Sellers Pension Scheme, the Purchaser or Employing Company will contribute
double the amount being 20




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contributed by such Relevant Employee to the Purchasers Scheme (subject to a
maximum of 10 per cent. of basic salary) plus administrative costs. If the Relevant
Employee was a member of the defined benefit section of the Sellers Pension Scheme,
the Purchaser or the Employing Company will contribute double the amount being
contributed by the Relevant Employee to the Purchasers Scheme (subject to a maximum
of the lesser of 10 per cent. of basic salary and Inland Revenue limits on
contributions) plus administrative costs. The Purchaser may also nominate an
alternative scheme which provides the Relevant Employees with comparable or more
favourable benefits;7.1.4

it or the Employing Company shall with effect on and from the Completion
Date use all reasonable endeavours to arrange for life cover at the same rate that
applied immediately prior to the Completion Date and incapacity cover (on the same
basis as that defined in Rules 7(4), 7(5) and 7(6) of the DC Section of the Sellers
Pension Scheme) in respect of all Relevant Employees who join the Purchasers Scheme in
accordance with Clause 7.1.2.  If no later than 13 weeks after the Joining Date a Relevant Employee who has become a member
of the Purchasers Scheme with effect from that date requests a transfer to that scheme of
the cash equivalent of his benefits under the defined benefits section of the Sellers
Pension Scheme, the Sellers shall use their best endeavours to procure that the sum
transferred is no less than 125 per cent. of his unreduced statutory cash equivalent under
the Pension Schemes Act 1993 (calculated in accordance with the method and assumptions
applicable under the Sellers Pension Scheme in March 2005, as applied to market conditions
at the start of the month of the members request). The Purchaser undertakes that that sum
will be used entirely to provide further benefits for and in respect of that member and
shall not be used to pay for administrative expenses.Both the Seller and the Purchaser undertake that they have not given and will not give any
undertaking or assurance that does not reflect the terms of this Clause 7.1.7.2

The following will apply only if regulations are made under the Pensions Act 2004
which change the basis on which debts are payable by an employer to a multi-employer pension
scheme and which have effect on or before Completion. The Sellers will use their best
endeavours to ensure that an actuarial valuation of the Sellers Pension Scheme is carried out
as at Completion as soon as is reasonably practicable for the purposes of establishing whether
any debt is owed by any of the Group Companies to the Sellers Pension Scheme under Section 75
or 75A of the Pensions Act 1995 as amended. The Sellers will initiate discussions with the
Pensions Regulator and/or the trustees of the Sellers Pension Scheme (depending on the terms
of the regulations) as soon as is reasonably practicable with a view to establishing the
amount due under Section 75 or Section 75A, the parties which are to pay the amount due and
the timing of the payments. The Sellers will use all reasonable endeavours to ensure that
agreement is reached on those matters with the Pensions Regulator and/or the trustees (as the
case may be) within 12 months of the signature of the actuarial valuation to:  7.2.1

limit the Purchasers, the Employing Companys and the Purchasers Groups
exposure to such liability; and7.2.2

ensure that the Purchaser, the Employing Company and the Purchasers Group
need not rely on the indemnity in Clause 7.3 for more than five years following
Completion. 21




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However, for a maximum period of five years from the date of Completion, the Sellers will
not be required to agree to any proposal which would increase the amount which would
otherwise have had to be paid or which would accelerate payment of that amount. For the
avoidance of doubt, on the expiry of five years from the date of Completion, the Seller
undertakes to comply with any order or direction from the Pensions Regulator relating to
payment of any debt owed by any of the Group Companies to the Sellers Pension Scheme under
Section 75 or 75A of the Pensions Act 1995 as amended.7.3

The Sellers shall indemnify and keep indemnified the Purchaser, any other member of
the Purchasers Group and the Employing Company against all and any liabilities, costs and
expenses which the Purchaser, such other Group member or the Employing Company may incur or be
responsible for in relation to any pension scheme or arrangement in which any of the Group
Companies has participated prior to Completion (including, without limitation, the Sellers
Pension Scheme) under or in connection with or as a result of Section 75 or 75A of the
Pensions Act 1995 (as amended under the Pensions Act 2004 or any regulations promulgated
thereunder). If the Pensions Regulator and the trustees of the Sellers Pension Scheme
releases the Purchaser or any other member of the Purchasers Group or the Employing Company
from such a liability, the indemnity will cease to apply in respect of the party so released
for so long as the party remains released.7.4

The Sellers shall indemnify and keep indemnified the Purchaser, any other member of
the Purchasers Group and the Employing Company in respect of any liability incurred directly
or indirectly as a result of a claim by any Relevant Employee who has transferred to the
employment of a Group Company between August 1993 and the date of this Agreement as a result
of the operation of the Transfer of Undertakings (Protection of Employment) Regulations 1981
(as amended) that he is entitled to the payment of an early retirement benefit (on redundancy
or otherwise).7.5

Without prejudice to any liability under the Tax Deed of Covenant, the parties
agree that the collection of income tax under PAYE and primary National Insurance
contributions and the payment of these amounts to the Inland Revenue relating to any share
option or other share incentive over IHG Shares which was granted before Completion to any
Relevant Employee shall be dealt with as described in Clause 7.6.7.6

SCPLC is responsible for the collection of any income tax under PAYE and primary
National Insurance contributions which may be due in respect of the acquisition of IHG Shares
by a Relevant Employee.7.7

The Sellers shall indemnify and keep indemnified the Purchaser, any other member of
the Purchasers Group and the Employing Company against all and any liabilities, costs and
expenses which the Purchaser, such other Group member or the Employing Company may incur or be
responsible for in respect of the Retained Employees as a result of being treated as the de
facto employer of the Retained Employees in relation to any pension scheme or arrangement
operated by any member of the Sellers Group in which any of the Group Companies has
participated or is treated by the Pension Regulator as having participated after Completion
(including, without limitation, the Sellers Pension Scheme). 22




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8

Post-Completion Adjustments8.1

Net Current Asset StatementThe Sellers shall procure that they shall draw up the Net Current Asset Statement (the
Net Current Asset Statement) in accordance with Parts 1  4 of Schedule 6 setting out the
Net Current Assets together with the Long-Term Liabilities (if any) and Provisions (if any).8.2

Adjustment to Consideration  8.2.1

Net Current Assets, Long-Term Liabilities and Provisions  (i)

If the Net Current Assets (after deducting Long-Term
Liabilities (if any) and Provisions (if any)) exceed the Estimated Net Current
Assets by more than £100,000, the Purchaser shall pay to the Sellers an
additional amount equal to the excess of the Net Current Assets over the
Estimated Net Current Assets as an increase in the consideration.(ii)

If the Net Current Assets (after deducting Long-Term
Liabilities (if any) and Provisions (if any)) are less than the Estimated Net
Current Assets, and the amount of such deficit is greater than £100,000, the
Sellers shall repay to the Purchaser an amount equal to such deficit as a
reduction in the consideration.(iii)

Any payments pursuant to this Clause 8.2.1 shall be made on or
before ten Business Days after the date on which the process described in Part
2 of Schedule 6 for the preparation of the Net Current Asset Statement is
complete.  8.2.2

InterestAny payment to be made in accordance with this Clause 8.2 shall include interest
thereon calculated from the Completion Date to the date of payment at a rate per
annum of 2 per cent above the base rate from time to time of Barclays Bank PLC. Such
interest shall accrue from day to day.8.2.3

Payment and AllocationWhere any payment is required to be made pursuant to this Clause 8.2:  (i)

the Completion Amount shall be deemed to have been reduced or
increased accordingly; and(ii)

the allocation of the consideration shall be adjusted pro-rata
to the pre-adjustment allocation set out in Schedule 1.  9

Warranties and Indemnities9.1

Sellers Warranties  9.1.1

Subject to Clause 9.2, the Sellers warrant to the Purchaser that the
statements set out in Schedule 7 are true and accurate as of the date of this
Agreement.9.1.2

The only Sellers Warranties given: 23




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(i)

in respect of the Certificated Properties are those contained
in paragraphs 4.1, 4.2 and 4.4 of Schedule 7 and each of the other Sellers
Warranties shall be deemed not to be given in respect of the Certificated
Properties;(ii)

in respect of the Uncertificated Properties are those contained
in paragraphs 4.1, 4.3 and 4.4 of Schedule 7 and each of the other Sellers
Warranties shall be deemed not to be given in respect of the Uncertificated
Properties;(iii)

in respect of Environment 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 Environment;(iv)

in respect of Tax are those contained in paragraph 13 of
Schedule 7 and paragraph 8.6 of Schedule 7 (but only insofar as it relates to
Tax) the warranties given by the Sellers under the Tax Deed of Covenant and
each of the other Sellers Warranties shall be deemed not to be given in
respect of Tax; and(v)

in respect of the Disability Discrimination Act 1995 is that
contained in paragraph 4.4.5 of Schedule 7 and each of the other Sellers
Warranties shall be deemed not to be given in respect thereof.  9.1.3

The Sellers acknowledge that the Purchaser has entered into this Agreement
in reliance upon the Sellers Warranties.9.1.4

Any Sellers Warranty qualified by the expression to the best of the
Sellers knowledge, information and belief or any similar expression shall, unless
otherwise stated, be deemed to refer to the actual knowledge of those persons set out
in column (1) of Schedule 9 whose position is stated opposite his name, such persons
having made all reasonable and careful enquiries, in each case in relation to those
Sellers Warranties set out against each such persons name in column (3) of Schedule
9.  9.2

Sellers Disclosures  9.2.1

The Sellers Warranties are subject to:  (i)

the specific matters which are fairly and specifically disclosed in or pursuant
to this Agreement or the Disclosure Letter or expressly provided for under the terms of
this Agreement;(ii)

other than as provided in Clause 9.2.2 only, any information which is fairly
and specifically disclosed in any document placed in the Data Room prior to midnight on
28 February 2005 and listed in Schedule 1, Part 1 to the Disclosure Letter or any
document that was placed in the Data Room after midnight on 28 February 2005 provided
it is listed in Schedule 1, Part 4 to the Disclosure Letter; and(iii)

the limitations of liability set out in Clauses 10 and 11.5.5.  9.2.2  (i)

paragraphs 2, 3.2, 10 and 15 of the Sellers Warranties are not subject to any
information contained in any document in the Data Room save as provided in this Clause
9.2.2; 24




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(ii)

the Sellers Warranties in paragraphs 2 and 3.2 are subject to any information
which is fairly and specifically disclosed in any document in sections 1-4 of Part 3 of
Schedule 1 to the Disclosure Letter;(iii)

the Sellers Warranties in paragraph 10 are subject to any information which
is fairly and specifically disclosed in any document in section 5, Part 3 of Schedule 1
to the Disclosure Letter;(iv)

the Sellers Warranties in paragraph 15 are subject to any information which is
fairly and specifically disclosed in any document in section 6, Part 3 of Schedule 1 to
the Disclosure Letter; and(v)

the Sellers Warranties shall only be subject to any information disclosed in
the documents listed in Schedule 1, Part 2 (being documents placed in the Data Room
after midnight on 28 February 2005) to the extent that a specific disclosure is made in
the Disclosure Letter or the document falls within the sections of the Data Room
referred to in Clauses 9.2.2(ii)-(v).  9.2.3

None of the Sellers Warranties in paragraphs 9, 10 and 15 shall be treated
as applying to Shoppenhangers Manor.  9.3

Notification  9.3.1

Without prejudice to Clause 9.4, if after the signing of this Agreement and
before Completion:  (i)

the Sellers shall become aware that any of the Sellers
Warranties has been breached, is untrue, inaccurate or misleading in any
material respect; or(ii)

any event shall occur or matter shall arise of which the
Sellers become aware which results or is likely to result in any of the
Sellers Warranties being untrue, inaccurate or misleading in any material
respect at Completion,  the Sellers shall immediately notify the Purchaser in writing as soon as practicable
and in any event prior to Completion setting out such details as are available and,
if reasonably requested by the Purchaser, will use their reasonable endeavours to
prevent or remedy the notified occurrence.9.3.2

For the avoidance of doubt, but without limitation, any amendment, having a
material effect to a Certificate of Title between the date of this Agreement and the
Completion Date shall not prevent the Purchaser from claiming against the Sellers under
this Agreement for a breach which it would otherwise be entitled to claim for.  9.4

Updating of the Sellers Warranties to CompletionSubject to Clause 9.2, the Sellers further warrant to the Purchaser that the Sellers
Warrantieswill be true and accurate at Completion in all material respects as if
they had been repeated at Completion.9.5

Sellers IndemnitiesThe Sellers shall indemnify and hold harmless the Purchaser (for itself and as agent
for any other member of the Purchasers Group) against all Losses to the extent such losses
arise or result from: 25




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9.5.1

a failure to implement the Pre-Sale Reorganisation in accordance with the
provisions of the Pre-Sale Reorganisation Documents or as a result of or in connection
with any failure to execute or deliver the Pre-Sale Reorganisation Documents or to the
extent such Losses (i) constitute a direct cost or expense (other than in respect of
any Taxation) of implementing the Pre-Sale Reorganisation or (ii) relate to any third
party claim (other than in respect of any Taxation) arising or resulting from the
implementation of the Pre-Sale Reorganisation which would not have arisen but for such
implementation; or9.5.2

any warranty, indemnity or covenant which was given by any Group Company in
connection with the disposal, pursuant to an agreement entered into prior to the date
of this Agreement, of any company business, or property unless and to the extent the
Purchaser or any other member of the Purchasers Group recovers or is entitled to
recover on the basis set out in sub clause 10.10.2 any such Losses under the Posthouse
Agreement in respect of such warranty, indemnity or covenant, or9.5.3

the ownership by InterContinental Hotels Limited of the legal estate in
respect of the Strand Palace Hotel, London and the transfer of the same to any third
party unless and to the extent the Purchaser or any other member of the Purchasers
Group recovers or is entitled to recover on the basis set out in Clause 10.10.2 any
such Losses under the Posthouse Agreement in respect of the same,  provided that the Purchaser shall not be entitled to make any claim pursuant to this Clause
9.5 in respect of any such Losses to the extent it has or would have a claim or right of
action against, or a right to indemnification from, the Sellers under the Tax Deed of
Covenant in respect of such Losses.9.6

Contamination Indemnity  9.6.1

DefinitionsFor the purposes of this Clause 9.6 of the Agreement the following expressions shall
have the following meanings:Completed, Conduct Party and Other Party shall each bear the meanings set out
in sub clause 9.6.5:Contamination means any Hazardous Substances present in soil, or in groundwater or
surface water at, in, on or under any of the Specified Hotels or Specified
Additional Hotels or migrating therefrom in each case at Completion, whose presence
therein or migration therefrom (i) (a) has been specifically identified in the
ENVIRON Investigation in the case of the Specified Hotels or (b) in the case of any
Specified Additional Hotel derives from a specific risk factor (including, without
limitation, nearby underground storage tanks or the presence of a nearby landfill)
reasonably identified in relation to the relevant Specified Additional Hotel by
Environ (UK) Limited in their Phase 1 environmental report which factor caused or
substantially contributed to Environ (UK) Limiteds risk ranking of such Specified
Additional Hotel as a medium or medium-high risk and (ii) at Completion would have
caused an Environmental Authority to require the Sellers to undertake clean up works
or other remedial measures to discharge a liability under or breach of Environmental
Law and/or to put the relevant Specified 26




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Hotel or Specified Additional Hotel into compliance with Environmental Law if such
Environmental Authority had had knowledge thereof at such time;Emergency means an immediate and serious risk of significant harm to human health
or safety or to the structural safety of a Specified Hotel or Specified Additional
Hotel resulting from Contamination;ENVIRON Investigation means the intrusive Phase II investigations into soil and
groundwater at the Specified Hotels undertaken on behalf of the Purchaser by Environ
(UK) Limited in March 2005 the cost of which shall be borne by the Purchaser and
shall fall out with any indemnity set out in this clause;Environmental Expert means the expert appointed pursuant to clause 9.6.6;Environmental Losses means:  (a)

any reasonable expenditure incurred by the Purchaser or any
member of the Purchasers Group in the implementation of any Remedial Action
Recommendation (including for the avoidance of doubt but without limitation any
reasonable costs, fees (including legal and consultant fees) or charges) and
any indirect or consequential losses suffered by any member of the Purchasers
Group as a result of the closure of the whole or a substantial part of the
relevant Specified Hotel to the extent such closure was necessary for such
implementation PROVIDED ALWAYS THAT this head of Environmental Losses shall not
be recoverable in respect of any Specified Additional Hotels;(b)

any reasonable expenditure incurred by the Purchaser or any
member of the Purchasers Group in undertaking any Remedial Action agreed or
determined to be necessary in an Emergency and undertaken pursuant to sub
clause 9.6.4 (including for the avoidance of doubt but without limitation any
reasonable costs, fees (including legal and consultant fees) or charges) and
any indirect or consequential losses suffered by any member of the Purchasers
Group as a result of the closure of the whole or a substantial part of the
relevant Specified Hotel or Specified Additional Hotel to the extent such
closure was necessary for undertaking the applicable Remedial Action; and(c)

any Losses suffered or incurred by the Purchaser or any member
of the Purchasers Group arising from any liability under or breach of
Environmental Law (or any settlement or court order in respect of such
liability or breach) in respect of which an Environmental Trigger Event under
limb (c) of that definition has occurred relating to any Contamination to the
extent in relation to any Specified Hotels only that a Remedial Action
Recommendation relating to such Contamination had not been Completed at the
date of such Environmental Trigger Event including in each case any indirect or
consequential losses to the extent suffered by any member of the Purchasers
Group in respect of the closure of the whole or a substantial part of the
relevant Specified Hotel or Specified Additional Hotel as a result of such
Contamination to the extent such closure was necessary;  Environmental Trigger Event means: 27




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(a)

in relation to any Specified Hotels only, the agreement or
determination of Remedial Action Recommendations;(b)

an Emergency; or(c)

service on or the receipt by any member of the Purchasers
Group from any third party or any Environmental Authority of written
notification of the commencement of (or an intention or threat to commence) any
civil or criminal proceedings or suit or any formal regulatory enforcement
proceedings in each case under Environmental Law against the Purchaser or any
member of the Purchasers Group in respect of Contamination;  Remedial Action means such measures as are necessary and cost-effective to remove,
remedy, restore, clean-up, mitigate, abate, contain, dispose, control, treat or
ameliorate any Contamination (and any related cost-effective and necessary measures
to assess, sample, analyse or further investigate such Contamination) that (a) would
have been required of the Sellers or any member of the Sellers Group by any
Environmental Authority to discharge a liability under or breach of Environmental
Law in respect of such Contamination and/or to put the relevant Specified Hotel or
Specified Additional Hotel into compliance with Environmental Law if such
Environmental Authority had knowledge of such Contamination immediately before
Completion or (b) are necessary to contain, limit or abate an Emergency;Remedial Action Recommendations means (i) any written recommendations to remediate
any Contamination made in respect of a Specified Hotel by ENVIRON as part of the
ENVIRON Investigation which have been agreed to constitute Remedial Action by the
Sellers and (ii) where the Sellers have not agreed with the recommendations made by
ENVIRON as part of the Environ Investigation, any measures which are determined to
constitute Remedial Action in relation to the subject matter of the ENVIRON
recommendation in respect of such Specified Hotel by the Environmental Expert;Specified Additional Hotels means HI Hemel Hempstead, HI Oxford, HI Maidstone, HI
Brentwood, CP Leeds, HI Hull Marina, HI Leicester and HI South Mimms; andSpecified Hotels means CP Heathrow, HI Basingstoke, HI Glasgow City, HI Haydock,
HI London  Brent Cross, HI Hampstead, HI Stoke-on-Trent, HI Gatwick Airport, and HI
Chester.9.6.2

Environmental Indemnity  (i)

Subject to the other provisions of this Agreement, the Sellers
shall indemnify and keep indemnified the Purchaser (for itself and as agent for
each member of the Purchasers Group) from and against any Environmental Losses
PROVIDED THAT the Sellers shall not be liable in respect of any claim under
this indemnity unless an Environmental Trigger Event has occurred with respect
to the subject matter of that claim, and in such an event the Sellers shall
only be obliged to make any payment under this indemnity when and to the extent
the Purchaser or the relevant member of the Purchasers Group has actually paid
out an amount equal to such Environmental Losses. 28




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(ii)

Subject to sub clause 9.6.2(i), the Sellers shall pay the
Purchaser in cleared funds any amount payable pursuant to this indemnity on or
before the date falling 10 Business Days after the amount of Environmental
Losses has been finally agreed or determined in accordance with this indemnity.  9.6.3

Contribution payable by the PurchaserThe Purchasers shall duly and punctually pay, satisfy, and discharge and shall
indemnify the Sellers in respect of the first £50,000 of the aggregate of (i) any
expenditure on Remedial Action Recommendations in relation to the Specified Hotels
agreed or determined in accordance with this indemnity, whether such Remedial Action
Recommendation is implemented by any member of the Purchaser Group or by any of the
Sellers and (ii) any Environmental Losses. Where the amount of such expenditure and
Environmental Losses exceeds in the aggregate £50,000 (including interest), but is
no more than £100,000, such amount shall be borne in its entirety by the Purchaser
who shall duly and punctually pay, satisfy, and discharge and shall indemnify the
Sellers in respect thereof. If the amount of such expenditure and Environmental
Losses exceeds in the aggregate £100,000 the Sellers shall be liable for any amount
in excess of the first £50,000 thereof.9.6.4

Limitations on the Environmental Indemnity  (i)

Time LimitsThe Sellers shall not be liable under this indemnity in respect of any claim
under sub clause 9.6.2:  (I)

where it relates to a Specified
Hotel unless a Remedial Action Recommendation relating directly
to the subject matter of the claim is agreed or determined in
accordance with this indemnity in respect of the Specified Hotel;(II)

where it relates to a Specified
Hotel for any new claim relating directly to the subject matter
of a Remedial Action Recommendation unless the Environmental
Trigger Event relating to such claim occurs before the relevant
Remedial Action Recommendation was Completed;(III)

where it relates to a Specified
Hotel for the failure to Complete any Remedial Action
Recommendation as a direct result of the acts or omissions of the
Purchaser or any member of the Purchasers Group or for any new
claim relating directly to the subject matter of such a Remedial
Action Recommendation to the extent such new claim occurred
before the relevant Remedial Action Recommendation was Completed
and the failure to Complete such Remedial Action Recommendation
was directly attributable to the acts or omissions of the
Purchaser or any member of the Purchasers Group; or(IV)

in respect of claims relating to
Specified Hotels or Specified Additional Hotels in relation to
which the applicable 29




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Environmental Trigger Event falls under limits (b) or limits
(c) of this definition, unless written notice of such claim is
given by the Purchaser to the Sellers setting out reasonable
details (including an estimate of the amount of the claim and
the Environmental Trigger Event relied upon) prior to the
fifth anniversary of Completion.  (ii)

Other limitsThe Sellers shall not be liable in relation to any claim under sub clause
9.6.2 to the extent that the claim or the Environmental Losses result from
or would not have occurred but for, or have been increased as a result of:  (a)

any construction, development or demolition
works at any Specified Hotel or Specified Additional Hotel (or part
thereof) after Completion;(b)

the disclosure of information (or the
authorisation of such disclosure) by the Purchaser or any member of the
Purchasers Group to any Environmental Authority or any third parties
without the prior written consent of the Sellers (such consent not to
be unreasonably withheld or delayed) except where such disclosure is
required under Environmental Law or is required under any other law or
under court order or under any finance agreement entered into for the
purpose of financing this transaction;(c)

the undertaking, authorising, initiation or
procuring of any intrusive investigations at or in respect of any of
the Specified Hotels or Specified Additional Hotels by the Purchaser or
any member of the Purchasers Group without the prior written consent
of the Sellers (such consent not to be unreasonably withheld or
delayed), except in the case of Specified Hotels where such
investigations are the ENVIRON Investigations or are part of the
Remedial Action Recommendations or in the case of Specified Hotels or
Specified Additional Hotels where such investigations are required by
Environmental Law or court order;(d)

if the Purchaser or any member of the
Purchasers Group is the Conduct Party,  (i)

the failure of the Purchaser or such
member of the Purchasers Group to implement the Remedial Action
Recommendations as soon as reasonably practicable and in
accordance with sub clause 9.6.5;(ii)

the Purchaser or any member of the
Purchasers Group undertaking or procuring works which exceed
Remedial Action standards or criteria applicable in the
jurisdiction at Completion;  (e)

if the Sellers are the Conduct Party, the
failure of the Purchaser or the applicable member of the Purchasers
Group to comply with their obligations under sub clause 9.6.5.  9.6.5

Remedial Action 30




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(i)

In the case of Remedial Action in an Emergency the cost of
which is or may become the subject of a claim under sub clause 9.6.2, if it is
not reasonably practicable, having regard to the immediacy and severity of the
danger to human health and safety or to structural safety of a Specified Hotel
or Specified Additional Hotels, to comply with the procedure set out in the
rest of this sub clause 9.6.5, the Purchaser may undertake such Remedial Action
as is immediately required to limit, contain or abate the Emergency provided
that the Purchaser shall provide written notice to the Sellers of the Emergency
and the Remedial Action so undertaken as soon as reasonably practicable
thereafter and in any event within 5 Business Days and that any further
Remedial Action relating to such Emergency shall be subject to the procedure
set out in the rest of this sub clause.(ii)

The Purchaser shall as soon as practicable (and in any event
within 10 Business Days of receipt of such notification or of reaching such
recommendation) notify the Sellers of any recommendations made by ENVIRON as
part of the ENVIRON Investigation or any measures the Purchaser recommends to
be undertaken in an Emergency or where an Environmental Trigger Event under
limb (c) of that definition has occurred in each case providing reasonable
information thereon. To the extent the Sellers agree the recommendations should
be implemented they shall notify the Purchaser in writing as soon as reasonably
practicable and in any event within 15 Business Days of receipt of the
Purchasers notice of their agreement and the parties shall act in good faith
to agree a detailed scope of works for such Remedial Action within 10 Business
Days of the Sellers notice.(iii)

To the extent that the Sellers dispute any recommendations
made by ENVIRON as part of the ENVIRON Investigation or any measures the
Purchaser recommends to be undertaken in an Emergency or where an Environmental
Trigger Event under limb (c) of that definition has occurred., the Sellers
shall notify the Purchaser in writing within 15 Business Days of the
Purchasers notice of such disagreement and either party shall be entitled to
refer the matter to the Environmental Expert for expert determination pursuant
to sub clause 9.6.6.(iv)

Where a Remedial Action Recommendation has been agreed or
determined in relation to a Specified Hotel, or for Specified Hotels and
Specified Additional Hotels, where Remedial Action relating to an Emergency
which falls outside sub clause 9.6.5(i) above, or where an Environmental
Trigger Event under limb (c) of that definition has occurred has been agreed or
determined, the Sellers shall have conduct of any Remedial Action arising
therefrom unless (i) they notify the Purchaser in writing within 7 Business
Days of such agreement or determination that they elect not to have such
conduct or (ii) the Purchaser is unable to procure the necessary consent for
them to do so pursuant to the terms of any lease under which such Specified
Hotel or Specified Additional Hotels may be held. The Purchaser shall give and
shall procure that any member of the Purchasers Group, subject always to the
terms of any lease under which such Specified Hotel or Specified Additional
Hotels may be held, gives the Sellers and their advisers all such access to any
Specified Hotel 31




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or Specified Additional Hotels and all such co-operation, information and
assistance as is reasonably necessary to permit the Sellers to discharge
their obligations as Conduct Party.(v)

If the Sellers elect not to or cannot have (as a result of
failure to procure the necessary consent under the terms of any applicable
lease) conduct of such Remedial Action, the Purchaser shall have conduct
thereof. The party or parties with conduct of such Remedial Action is hereafter
referred to as the Conduct Party, and the party or parties without conduct
shall be referred to as the Other Party.(vi)

The Conduct Party shall carry out such Remedial Action in such
a manner as to cause as little interference, disturbance or inconvenience as is
reasonably practicable to the business carried on at the relevant Specified
Hotel or Specified Additional Hotels and shall work with the Other Party or any
member of the Other Partys group to minimise any such interference,
disturbance or inconvenience and where possible to coordinate such Remedial
Action with any planned maintenance programme at the relevant Specified Hotel
or Specified Additional Hotels.(vii)

The Conduct Party shall use its reasonable efforts to procure
that the Other Party may attend and participate in any material discussions
concerning the Remedial Action. The Conduct Party shall use its reasonable
efforts to procure that the Other Party receives and has reasonable opportunity
to comment upon any change to the scope of works or the terms of reference for
the Remedial Action and the appointment of and contractual terms under which
any environmental consultant or contractor is to be engaged to undertake such
Remedial Action and that any such consultant or contractor is engaged on terms
such that it owes a duty of care to the Other Party.(viii)

Subject to the rest of this sub clause 9.6.5 the Conduct Party shall use its
reasonable endeavours to procure that any Remedial Action agreed or determined
to be required is implemented:  (a)

at its cost save as otherwise provided under
clause 9.6.3;(b)

as soon as reasonably practicable but having
regard to (vi) above;(c)

by appropriately qualified and experienced
environmental consultants (or other contractors) as approved by the
Other Party (such approval not to be unreasonably withheld or delayed);(d)

in compliance with Environmental Law or any
court order or settlement as the case may be; and(e)

in accordance with the scope of works and using
all reasonable endeavours to ensure that it is undertaken competently
and diligently in accordance with good environmental practice.  (ix)

The Conduct Party shall keep the Other Party regularly informed
as to progress of the Remedial Action or of any matter which could materially
affect the scope, design or execution of any Remedial Action and shall provide
the Other Party with copies of any draft reports and investigations relevant or
relating to such Remedial Action. 32




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(x)

The Conduct Party shall obtain the Other Partys prior written
approval (not to be unreasonably withheld or delayed) to any draft reports
becoming final and to any material correspondence with any third party
(including with the principal environmental consultant or contractor engaged
upon the Remedial Action) or any Environmental Authority in relation to the
Remedial Action and shall not make any admission of liability or any settlement
or compromise in relation to any such Remedial Action with any third party or
any Environmental Authority without the Other Partys prior written consent
(not to be unreasonably withheld or delayed).(xi)

Upon completion of any Remedial Action undertaken pursuant to a
Remedial Action Recommendation, the Conduct Party shall procure that its
principal environmental consultant (or other contractor) shall supply to the
Other Party within 15 Business Days of completion of the Remedial Action a
written certificate stating that such Remedial Action has been completed
materially in accordance with the scope of works and that in its professional
opinion no further Remedial Action would have been required of the Sellers or
any member of the Sellers Group by any Environmental Authority acting
reasonably in respect of the subject matter of the applicable Remedial Action
Recommendation in order to discharge a liability under or breach of
Environmental Law and/or to put the relevant Specified Hotel into compliance
with Environmental Law if such Environmental Authority had had knowledge
thereof immediately before Completion (Completed). In the event that the
applicable consultant or contractor is unwilling to give such certificate,
either party shall be entitled to refer the matter to the Environmental Expert
for expert determination as to whether the Remedial Action has been Completed.  9.6.6

Expert DeterminationIn the event that the parties disagree as to:  (i)

whether any Remedial Action is required in respect of the
Contamination; or(ii)

whether any measures proposed by ENVIRON in respect of any
Specified Hotel as part of the ENVIRON Investigation constitute Remedial Action
and what measures should be undertaken as a Remedial Action Recommendation; or(iii)

what constitutes necessary and cost effective Remedial Action
to contain, limit, or abate an Emergency; or(iv)

what constitutes necessary and cost-effective Remedial Action
where an Environmental Trigger Event under limb (c) of that definition has
occurred; or(v)

whether the Remedial Action undertaken in respect of any
Specified Hotel pursuant to a Remedial Action Recommendation has been
Completed,  either the Sellers or the Purchaser may notify the other of its intention to refer
the issue in dispute to expert determination. The expert shall be such experienced
environmental consultant from a reputable firm of environmental consultants in the
United Kingdom as may be agreed upon by the parties. Failing agreement on the
appointment of an expert within 10 Business Days, either party may refer the 33




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matter to the President of the Law Society who shall appoint an expert environmental
consultant to determine the dispute. The decision of the expert shall be binding on
the parties and he shall act as an expert not an arbitrator and his fees and
expenses shall be borne as he shall direct.  9.7

Purchasers and Holdcos Warranties  9.7.1

The Purchaser and Holdco each warrants to the Sellers that the statements
set out in Schedule 8 are true and accurate.9.7.2

The Purchaser and Holdco each further warrants to the Sellers that the
warranties set out in Schedule 8 will be fulfilled down to, and will be true and
accurate in all respects at Completion, as if they had been repeated at Completion.  10

Limitation of Sellers Liability10.1

Time Limitation for ClaimsThe Sellers shall not be liable for breach of any Sellers Warranty or under the Tax
Deed of Covenant in respect of any claim unless a notice of the claim is given by the
Purchaser to the Sellers:  10.1.1

in the case of any claim under the Tax Warranties or under the Tax Deed of
Covenant within six years and 6 months following Completion in accordance with the
provisions of Clause 3.5 of the Tax Deed of Covenant; and10.1.2

in the case of any other claim save for a claim under paragraph 10 of
Schedule 7 (environment warranties), within 15 months following Completion, or10.1.3

in the case of any claim under paragraph 10 of Schedule 7 (environment
warranties), within 18 months following Completion  except that there shall be no time limitation for giving notice of any claim under
paragraphs 1.1 and 14 of Schedule 7.Any claim notified by the Purchaser to the Sellers pursuant to this Clause shall specify the
matters set out in Clause 11.2.10.2

Minimum Claims  10.2.1

The Sellers shall not be liable for breach of any Sellers Warranty in
respect of any individual claim (or a series of claims arising from substantially
identical facts or circumstances) where the liability agreed or determined
(disregarding the provisions of this Clause 10.2) in respect of any such claim or
series of claims does not exceed £500,000.10.2.2

Where the liability agreed or determined in respect of any such claim or
series of claims exceeds £500,000, 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 for any Sellers Warranty in respect of
any claim unless the aggregate amount of all claims for which the Sellers would
otherwise be liable for breach of any Sellers Warranty and under the Tax Deed of
Covenant (disregarding the provisions of this Clause 10.3) exceeds £10,000,000. 34




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10.3.2

Where the liability agreed or determined in respect of all claims referred
to in Clause 10.3.1 exceeds £10,000,000, the Sellers shall be liable for the aggregate
amount of all claims as agreed or determined and not merely for the amount of the
excess.  10.4

Maximum LiabilityThe aggregate liability of the Sellers in respect of all breaches of the Sellers
Warranties shall not exceed an amount equal to (i) in the case of any claim under paragraphs
1.1 and 14 of Schedule 7, £960,000,000; and (ii) in the case of any other claim,
£250,000,000 and under the Tax Deed of Covenant shall not exceed an amount equal to
£500,000,000.10.5

ProvisionsThe Sellers shall not be liable under this Agreement in respect of any claim if proper
allowance, provision or reserve is made in the Net Current Asset Statement or the Audited
Accounts for the matter giving rise to the claim.10.6

Matters Arising Subsequent to this AgreementThe Sellers shall not be liable under this Agreement in respect of any matter, act,
omission or circumstance (or any combination thereof), including the aggravation of a matter
or circumstance and any losses arising therefrom, to the extent that the same would not have
occurred but for:  10.6.1

Agreed mattersany matter or thing done or omitted to be done pursuant to and in compliance with an
express provision of this Agreement or the Tax Deed of Covenant or otherwise at the
specific request in writing or with the approval in writing of the Purchaser;10.6.2

Acts of the Purchaserany act, omission or transaction of the Purchaser or any member of the Purchasers
Group or any of the Group Companies, or their respective directors, officers,
employees or agents or successors in title:  (i)

outside the ordinary course of business as now carried on or
any negligent act, omission or transaction; or any negligent default of any
such person or persons after Completion; or(ii)

otherwise than pursuant to a legally binding commitment to
which any member of the Group is subject on or before Completion;  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) other than any changes to Section 75 or Section 75A of the Pensions
Act 1995 (or, for the purposes of Clause 7.8, any changes to Sections 38 or 43
of the Pensions Act 2004) made under the Pensions Act 2004 or any regulations
promulgated thereunder; or 35




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(ii)

any change after the date of this Agreement of any generally
accepted interpretation or application of any legislation;  10.6.4

Accounting and Taxation Policiesany change in accounting or Taxation policy, bases or practice of the Purchaser or
any of the Group Companies introduced or having effect after Completion excluding
for the avoidance of doubt the bringing of accounting periods to an end at
Completion.  10.7

InsuranceThe Sellers shall not be liable under this Agreement in respect of any claim to the
extent that the Losses in respect of which such claim is made are actually recovered
pursuant to a policy of insurance (net of any reasonable third party costs and expenses
incurred by the Purchasers Group in respect of such recovery) or would have been covered if
such policy of insurance had been maintained beyond Completion.10.8

Net Financial BenefitThe Sellers shall not be liable under this Agreement in respect of any Losses or
Environmental Losses suffered by the Purchaser or any Group Company to the extent of any
corresponding Taxation savings by or net quantifiable Taxation benefit to the Purchaser or
any Group Company arising from such Losses or the facts giving rise to such Losses (for
example, without limitation, where the amount (if any) by which any Taxation for which the
Purchaser or any Group Company would otherwise have been accountable or liable to be
assessed is actually reduced or extinguished as a result of the matter giving rise to such
liability). For the purposes of this Clause 10.8, corresponding Taxation savings and net
quantifiable Taxation benefit shall not include any increase in the acquisition cost that
would be taken into account on a future disposal of an asset as a result of any payment to
which this Clause 10.8 applies.10.9

Mitigation of LossesThe Purchaser shall procure that all reasonable steps are taken and all reasonable
assistance is given to avoid or mitigate any Losses or Environmental Losses which in the
absence of mitigation might give rise to a liability in respect of any claim under this
Agreement.10.10

Purchasers Right to Recover  10.10.1

Recovery for actual liabilitiesThe Sellers shall not be liable under this Agreement in respect of any contingent
liability unless and until such contingent liability becomes an actual liability and
is due and payable.10.10.2

Prior to recovery from the Sellers etc.If, before any Seller pays an amount in discharge of any claim under this Agreement,
the Purchaser or any Group Company recovers or is entitled to recover (whether by
payment, discount, credit, relief, insurance or otherwise) from a third party a sum
which indemnifies or compensates the 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, before steps are taken to enforce a 36




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claim against the relevant Seller following notification under Clause 11 of this
Agreement, all reasonable steps are taken to enforce such recovery and any actual
recovery (less any reasonable costs incurred in obtaining such recovery) shall
reduce or satisfy, as the case may be, such claim to the extent of such recovery.10.10.3

Following recovery from the Sellers etc.If 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 all steps are taken as the relevant Seller may
reasonably require to enforce such recovery and shall, or shall procure that the
relevant Group Company shall, pay to the relevant Seller as soon as practicable
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.  10.11

Double ClaimsThe Purchaser shall not be entitled to recover from the Sellers under this Agreement
more than once in respect of the same Losses or Environmental 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.10.13

InterpretationIn Clauses 10.8, 10.9 and 10.11, this Agreement includes the Tax Deed of Covenant.11

Claims11.1

Notification of Potential ClaimsIf the Purchaser or any Group Company becomes aware of any fact, matter or circumstance
that is reasonably likely to give rise to a claim against the Sellers under this Agreement
or against SCPLC under the SCPLC Guarantee in connection with the Guaranteed Leases, the
Purchaser shall as soon as reasonably practicable and in any event within 20 Business Days
give notice in writing to the Sellers setting out such information and supplying copies of
any relevant correspondence as is available to the Purchaser or Group Company as is
reasonably necessary to enable the Sellers to assess the merits of the claim, to act to
preserve evidence and to make such provision as the Sellers may consider necessary. 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. 37




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11.2

Notification of Claims under this AgreementNotices of claims against the Sellers under this Agreement shall be given by the
Purchaser to the Sellers within the time limits specified in Clause 10.1 or Clause 9.6.4(i)
in respect of claims under Clause 9.6, specifying in reasonable detail the legal and factual
basis of the claim and the evidence on which the Purchaser relies 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).11.3

Commencement of ProceedingsAny claim notified pursuant to Clause 11.2 shall (if it has not been previously
satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn six months after the
notice is given pursuant to Clause 11.2 or, in the case of any contingent liability, six
months after such contingent liability becomes an actual liability and is due and payable
unless legal proceedings in respect of it (i) have been commenced by being both issued and
served and (ii) are being and continue to be pursued with reasonable diligence.11.4

Investigation by the SellersIn connection with any matter or circumstance that may give rise to a claim against the
Sellers under this Agreement or against SCPLC under the SCPLC Guarantee in connection with
the Guaranteed Leases:  11.4.1

the Purchaser shall allow, and shall procure that the relevant Group
Company allows, the Sellers and their financial, accounting, environmental or legal
advisers reasonable access on reasonable notice 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; and11.4.2

the Purchaser shall disclose to the Sellers all 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, all 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 keep all such
information confidential and to use it only for the purpose of investigating and
defending the claim in question.  11.5

Conduct of Third Party ClaimsIf the matter or circumstance that may give rise to a claim against the Sellers under
this Agreement or against SCPLC under the SCPLC Guarantee in connection with the Guaranteed
Leases is a result of or in connection with a claim by or liability to a third party then,
subject to Clause 11.5.5 and without prejudice to the rights of the insurers of the
Purchasers Group:  11.5.1

subject to the Sellers indemnifying the Purchaser or other member of the
Purchasers Group concerned against all Losses, the Purchaser shall, or the Purchaser
shall procure that any 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 or liability; 38




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11.5.2

the Sellers shall be entitled at their own 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 conduct of any related
proceedings, negotiations or appeals and in so doing shall, so far as practicable,
consult with the Purchaser before taking such action;11.5.3

the Purchaser or other member of the Purchasers Group concerned may not
admit, compromise, dispose of or settle such claim or liability without the written
consent of SCPLC on behalf of the Sellers; and11.5.4

if the Sellers make any request pursuant to Clause 11.5.1 or the Purchaser
wishes to take any action to settle a claim or liability in accordance with the
provisions of Clause 11.5.5, the Purchaser shall, and the Purchaser shall procure that
any other members of the Purchasers Group shall, take all reasonable steps to procure
that the Sellers are provided on reasonable notice with all material correspondence and
documentation relating to the claim as the Sellers may reasonably request. The Sellers
agree to keep all such correspondence and information confidential and to use it only
for the purpose of dealing with the relevant claim.11.5.5

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 the subject matter of which is fundamental to the business
of the Group and which claim or liability would affect the goodwill of the Hotels in a
material adverse way then, without prejudice to the rights of the insurers of the
Purchasers Group, the Purchaser shall be entitled, at its own expense and subject to
it complying with the provisions of this paragraph 11.5.5, to settle such claim or
liability with the Sellers prior written consent (which consent shall not be
unreasonably withheld or delayed) provided that:  (i)

the Purchaser shall notify the Sellers of any intention to
settle such claim or liability and in so doing give the Sellers a reasonable
time (being no less than 10 Business Days) to respond to such notification, and
shall consult with the Sellers, in each case before taking any action, to
settle such claim or liability;(ii)

if the Sellers unreasonably withhold such consent the Purchaser
shall be entitled, in its absolute discretion, to settle such claim or
liability without prejudice to its ability to claim against the Sellers under
this Agreement for any Losses it has suffered in respect of such claim or
liability; and(iii)

if the Sellers reasonably withhold such consent and such claim
or liability is settled by or on behalf of the Purchaser, the Sellers shall not
be liable under this Agreement in respect of such claim or liability.  11.6

Clauses 10.5, 10.6, 10.7, 10.10, 10.12 and 11 of this Agreement shall not apply to
Tax Warranties. 39




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11.7

This Clause 11 shall not govern the conduct of Remedial Action undertaken pursuant
to Clause 9.6.12

SCPLC Guarantee12.1

Holdco shall indemnify SCPLC against any Losses arising out of SCPLCs obligations
under the SCPLC Guarantee in respect of the Indemnified Leases.12.2

The indemnity in Clause 12.1 above shall expire on the earlier of (i) the expiry
of SCPLCs obligations under the SCPLC Guarantee and (ii) the date on which all liabilities
under the Indemnified Leases are reduced to nil.12.3

Subject to Clause 12.4, the indemnity in Clause 12.1 above shall be reduced to the
extent any of the Indemnified Leases cease to be vested in any member of the Purchasers Group
but, for the avoidance of doubt, should any Indemnified Lease re-vest in any member of the
Purchasers Group then the indemnity in Clause 12.1 shall be increased accordingly.12.4

Holdco shall pay SCPLC a guarantee fee of £650,000 per annum for a period of five
years from the Completion Date, which fee shall be paid quarterly in advance. The first
quarterly instalment of such fee shall be paid on the Completion Date.12.5

From Completion Holdco shall procure that InterContinental Hotels Limited pays all
rents reserved by and performs and observes all tenants covenants, conditions, agreements,
declarations and other provisions contained or referred to in or arising under any Guaranteed
Leases whether currently owned or previously owned by InterContinental Hotels Limited and, in
the event of any default by InterContinental Hotels Limited, Holdco shall procure that such
rents are paid and all other such covenants, conditions, agreements, declarations and other
such provisions and obligations are performed and observed.12.6  12.6.1

SCPLC hereby waives for so long as InterContinental Hotels Limited remains
a member of the Purchasers Group (but subject to sub clause 12.6.2) any rights of
subrogation, contribution or other rights (whether arising in law or equity) it may
have against InterContinental Hotels Limited in relation to any claim made or other
proceeding brought (before or after the date of this Agreement) against SCPLC under the
SCPLC Guarantee. This waiver is given for the benefit of the Purchaser and
InterContinental Hotels Limited.12.6.2

The waiver set out in sub clause 12.6.1 will not terminate on any sale of
InterContinental Hotels Limited by or on behalf of the Purchasers Lenders or their
successors if such sale results from the enforcement by any such lender or successor of
any security over InterContinental Hotels Limited. 40




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13

Confidentiality13.1

AnnouncementsPending Completion, no announcement or circular in connection with the existence or the
subject matter of this Agreement shall be made or issued by or on behalf of the Sellers or
the Purchaser without the prior written approval of the Sellers and the Purchaser. This
shall not affect any announcement or circular required by law or any regulatory body or the
rules of any recognised stock exchange on which the shares of any party or any member of the
Sellers Group or the Purchasers Group respectively are listed, but the party with an
obligation to make an announcement or issue a circular shall consult with the other party
insofar as is reasonably practicable before complying with such an obligation.13.2

Confidentiality  13.2.1

Subject to Clause 13.1 and Clause 13.2.2:  (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 following
Completion and any other information relating to the business, existence or
contents of the financial or other affairs (including future plans and targets
and the SCPLC Guarantee) of the Purchasers Group;(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.  13.2.2

Clause 13.2 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 are listed or any member of the Sellers Group or the Purchasers
Group respectively;(ii)

the disclosure or use is required to vest the full benefit of
this Agreement in the Sellers or any of them 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; 41




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(iv)

the disclosure is made to professional advisers of the Sellers
or the Purchaser on terms that such professional advisers undertake to comply
with the provisions of Clause 13.2 in respect of such information as if they
were a party to this Agreement;(v)

the disclosure is made by the Purchaser to its lenders,
shareholders or Affiliates who, in its reasonable opinion, need to know such
Confidential Information for purposes relating to the subject matter of this
Agreement provided such information disclosed is not of the sort referred to in
Clause 13.2.1(iii) and provided that such disclosure is made on terms that the
recipient undertakes to comply with the provisions of Clause 13.2.1 in respect
of such information as though they were a party to this Agreement;(vi)

the information is or becomes publicly available (other than by
breach of the Confidentiality Agreement or of this Agreement);(vii)

the other parties have given prior written approval for the
disclosure or use; or(viii)

the information is independently developed after Completion,  provided that, prior to disclosure or use of any information pursuant to Clause
13.2.2(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 those other parties with the opportunity to contest such
disclosure or use or otherwise to agree the timing and content of such disclosure or
use.  14

Other Provisions14.1

Further Assurances  14.1.1

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 and to give each of them the
full benefit of this Agreement.14.1.2

Pending registration of the Purchaser as owner of the Shares, the Sellers
shall exercise all voting and other rights in relation to such Shares in accordance
with the Purchasers instructions.14.1.3

If any property, right or asset which does not form part of the business
of the Group has been transferred to the Purchaser, the Purchaser shall transfer such
property, right or asset as soon as practicable back to a member of the Sellers Group
nominated by the Sellers.14.1.4

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 reasonable
access to such books, records and documents, including the right to take copies, at the
Sellers expense. 42




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14.1.5

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 Holiday Inn, InterContinental, IHG, Posthouse, Six Continents or Spirit shall
change its name so that it does not contain any such name or any name which is likely
to be confused with the same.14.1.6

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 to the Sellers Group
(including, without limitation, the names Holiday Inn, InterContinental, IHG,
Posthouse, Six Continents and Spirit) other than as permitted under the Management
Agreements.  14.2

Release of Guarantees  14.2.1

Save in relation to the guarantee referred to in Clause 12 to which the
provisions of that Clause shall apply, the Purchaser 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 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 members of the Sellers Group against all
amounts paid by any of them pursuant to any such securities, guarantees and indemnities
in respect of such liability of the Group Companies.14.2.2

The Sellers shall use reasonable endeavours to procure by Completion or,
to the extent not done by Completion, within 30 days thereafter, or, to the extent not
done within such period, as soon as reasonably practicable thereafter, the release of
each Group Company from any securities, guaranties or indemnities given by or binding
upon the Group Company in respect of any liability of any member of the Sellers Group.
Pending such release, the Sellers shall indemnify the Group Companies against all
amounts paid by any of them pursuant to any such securities, guarantees and indemnities
in respect of such liability of the Sellers.  14.3

Contracts  14.3.1

In relation to any Contract which is not listed in Schedule 10 or a
Retained Contract and is not assignable without a Third Party Consent, this Agreement
shall not be construed as an assignment or an attempted assignment and the Sellers and
the Purchaser shall each use reasonable endeavours both before and after Completion to
obtain all necessary Third Party Consents as soon as possible and shall keep each other
informed of progress in obtaining such Third Party Consents. The Sellers or the
Purchaser, as the case may be, shall deliver to the other, on Completion or, if later,
as soon as possible after receipt, any Third Party Consent and an assignment or
novation duly executed by the appropriate parties.14.3.2

In connection with the obtaining of any Third Party Consent referred to in
Clause 14.3.1, the Purchaser or the relevant Seller, as the case may be, shall supply
to the other such information and references regarding the financial position of the
Purchaser or relevant Seller, as the case may be, as may be reasonably requested by the
other party or any relevant third party and shall enter into such undertakings 43




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or procure such guarantees in favour of any relevant third party as may be
reasonably requested in respect of any liabilities or obligations to which the
Purchaser or the relevant Seller, as the case may be, will become subject or which
the Purchaser or the relevant Seller, as the case may be, will incur on assignment.14.3.3

In relation to the Retained Contracts, the parties agree that:  (i)

notwithstanding the provisions of Clauses 14.3.1 and 14.3.2,
the Purchaser shall, or shall procure that the relevant member of the
Purchasers Group shall, at the Sellers request, use all reasonable endeavours
with the co-operation of the Sellers to procure the novation of the Retained
Contracts to such member of the Sellers Group as the Sellers identify in their
request, as soon as reasonably practicable following Completion and the
Purchaser shall provide or procure the provision of any information or
guarantees reasonably requested by the person, firm or company concerned and
the Purchaser shall, or shall procure that the relevant member of the
Purchasers Group shall, as soon as possible after receipt, deliver such
novation to the Sellers;(ii)

until the benefit and burden of the relevant Retained Contract
is transferred in accordance with the provisions of Clause 14.3.3(i), the
Purchaser shall, or shall procure that the relevant member of the Purchasers
Group shall, to the extent it is lawfully able to do so, hold it on trust for
the Sellers or any other member of the Sellers Group absolutely and receive
any payment made, goods delivered or other benefit received to any member of
the Purchasers Group pursuant to such contract as trustee and as soon as
reasonably practicable following receipt of the same shall forward and transfer
to the relevant member of the Sellers Group such payment, goods or other
benefit or, where it is not lawfully able to do so, make such other
arrangements with the Sellers to provide to the relevant member of the Sellers
Group the benefits of the Retained Contracts, 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;(iii)

until the benefit and burden of the relevant Retained Contract
is transferred in accordance with the provisions of Clause 14.3.3(i), the
Purchaser shall, or shall procure that the relevant member of the Purchasers
Group shall, carry out, perform and discharge the Group Companies obligations
under the Retained Contracts other than any obligations of the Sellers pursuant
to sub-Clause 14.3.3(iv) and (so far as it lawfully may) do all such things as
the Sellers may reasonably require to enable due performance of the Retained
Contracts and shall indemnify and keep indemnified the Sellers against any
Losses incurred by any member of the Sellers Group arising from the failure by
any member of the Purchasers Group to carry out, perform or discharge such
obligations or do such things as the Sellers may reasonably require to enable
due performance of the Retained Contracts 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; and(iv)

the Sellers undertake to perform, or to procure the performance
(unless prohibited by law from doing so), of all Retained Contracts in
accordance 44




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with their terms and conditions as sub-contractor of the relevant member of
the Purchasers Group provided that such sub-contracting is permitted under
the terms of the relevant Retained Contract and, where sub-contracting is
not permissible, the Sellers undertake to perform, or procure the
performance (unless prohibited by law from doing so), of the relevant
Retained Contract as agent of the Purchaser or the other member of the
Purchasers Group as appropriate in accordance with its terms and conditions
and in each case to indemnify the Purchaser 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
sub-Clause 14.3.3(iv).  14.3.4

In relation to the Purchaser Retained Contracts, the Purchaser shall
procure that the relevant member of the Purchasers Group complies with the terms of
the relevant Transfer Agreement applicable to such Purchaser Retained Contracts.14.3.5

In relation to the Split Contracts, the parties agree that:  (i)

the Purchaser shall, or shall procure that the relevant member
of the Purchasers Group shall, to the extent it is lawfully able to do so, (i)
hold any payments, goods or other benefits received under the Split Contracts
to the Relevant Extent on trust for the Sellers or any other member of the
Sellers Group and as soon as reasonably practicable following receipt of the
same shall forward and transfer to the Sellers such payments, goods and other
benefits or, where it is not lawfully able to do so, make such other
arrangements with the Sellers to provide to the relevant member of the Sellers
Group the benefits of the Split Contracts to the Relevant Extent, including the
enforcement at the cost and for the account of the Sellers of all rights of the
relevant Group Company against any other party thereto; and (ii) carry out or
perform its obligations under the Split Contracts and (so far as it lawfully
may) do all such things as the Sellers may reasonably require to enable due
performance by the Sellers Group of the Split Contracts to the Relevant Extent
and shall indemnify and keep indemnified the Sellers against any Losses
incurred by any member of the Sellers Group arising from the failure by any
member of the Purchasers Group to carry out, perform or discharge such
obligations or do such things as the Sellers may reasonably require to enable
due performance of the Split Contracts to the Relevant Extent and against any
Losses which any member of the Sellers Group may suffer by reason of their
taking any reasonable action to avoid, resist or defend any liability referred
to in this paragraph;(ii)

the Sellers undertake to perform, or to procure the performance
(unless prohibited by law from doing so), to the Relevant Extent, of all Split
Contracts in accordance with their terms and conditions as sub-contractor of
the relevant member of the Purchasers Group provided that such sub-contracting
is permitted under the terms of the relevant Split Contract and, where
sub-contracting is not permissible, the Sellers undertake to perform, or
procure the performance (unless prohibited by law from doing so), to the
Relevant Extent, of the relevant Split Contract as agent of the Purchaser or
the other member of the Purchasers Group as appropriate in accordance 45




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with its terms and conditions and in each case to indemnify the Purchaser
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 sub-Clause 14.3.5(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 Contract whereby the Split Contract is terminated and replaced by two or
more contracts (including one with the Purchaser 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 other member of the Purchasers Group or the
Sellers or any other member of the Sellers Group is concerned, such terms
shall be no worse than the equivalent terms contained in the relevant Split
Contract, reflecting the relevant requirements of the Sellers and the
Purchaser.  14.3.6

In relation to the Sellers Group Contracts, the parties agree that:  (i)

the Sellers shall, or shall procure that relevant member of the
Sellers Group shall, to the extent they are lawfully able to do so, (i) hold
any payments, goods or other benefits received under the Sellers Group
Contracts to the Relevant Extent on trust for the relevant member of the
Purchasers Group and as soon as reasonably practicable following receipt of
the same shall forward and transfer to the Purchaser such payments, goods and
other benefits or, where it is not lawfully able to do so, make such other
arrangements with the Purchaser to provide to the relevant member of the
Purchasers Group the benefits of the Sellers Group Contracts to the Relevant
Extent, 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 may) do all such things as the Purchaser may reasonably require
to enable due performance by the Purchasers Group of the Sellers Group
Contracts to the Relevant Extent and shall indemnify and keep indemnified the
Purchaser 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 due performance of the Sellers Group Contracts to
the Relevant Extent and against any Losses which any member of the Purchasers
Group may suffer by reason of their taking any reasonable action to avoid,
resist or defend any Loss referred to in this paragraph;(ii)

the Purchaser undertakes to perform, or to procure the
performance (unless prohibited by law from doing so), to the Relevant Extent,
of all the Sellers Group Contracts 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 46




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prohibited by law from doing so), to the Relevant Extent, of the relevant
Sellers Group Contract as agent of any Seller or other member of the
Sellers Group as appropriate in accordance with its terms and conditions
and in each case to indemnify the Sellers 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
sub-Clause 14.3.6(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 the Purchaser 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.  14.3.7

InsuranceThe 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.  14.4

Sellers Liability  14.4.1

The liability of each of the Sellers under or in relation to a breach of
this Agreement shall be joint and several.14.4.2

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.  14.5

Whole Agreement  14.5.1

This Agreement contains the whole agreement between the Sellers 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.14.5.2

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 47




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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.14.5.3

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).14.5.4

In Clauses 14.5.1 to 14.5.3, this Agreement includes the Disclosure
Letter, the Confidentiality Agreement and all documents entered into pursuant to this
Agreement.  14.6

ReasonablenessEach of the Sellers and the Purchaser confirms it has received independent legal advice
relating to all the matters provided for in this Agreement, including the terms of Clause
14.5 (Whole Agreement) and agrees that the provisions of this Agreement (including the
Disclosure Letter, the Confidentiality Agreement and all documents entered into pursuant to
this Agreement) are fair and reasonable.14.7

Assignment  14.7.1

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 nor shall the Purchaser be entitled to make any
claim against any Seller in respect of any Losses which it does not suffer in its own
capacity as beneficial owner of the Shares.14.7.2

Except as otherwise expressly provided in this Agreement, the Sellers or
the 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 Sellers, as appropriate,
would have been entitled;(iii)

an additional payment will not be required to be made to the
assignee as a result of such an assignment.  For the purposes of this Clause, a connected company is a company which is a
subsidiary of the party concerned or which is a holding company of such party or a
subsidiary of such holding company.14.7.3

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 48




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in part) by the Purchaser of the acquisition of the Assets provided that the Sellers
shall incur no greater liability than if any such assignment had not taken place.
Without limitation to the foregoing, any such bank, financial institution or person
(or any administrative receiver appointed by any of the foregoing or any other
person appointed to enforce any such security) may charge or assign such rights on,
for the purpose of or in connection with, any enforcement of the security under such
finance arrangements.  14.8

Third Party Rights  14.8.1

A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) Act 1999 to enforce any term of, or enjoy any
benefit under, this Agreement except to the extent set out in sub clause 14.8.2.14.8.2

Any person may enforce and rely upon Clause 12.6 to the same extent as if
it were a party.14.8.3

This Agreement may be terminated and any term may be amended or waived
without the consent of any persons referred to in sub clause 14.8.2.  14.9

VariationNo variation of this Agreement shall be effective unless in writing and signed by or on
behalf of each of the Sellers and the Purchaser.14.10

Time of the EssenceTime shall be of the essence of this Agreement both as regards any dates and periods
mentioned and as regards any dates and periods which may be substituted for them in
accordance with this Agreement or by agreement in writing between the Sellers and the
Purchaser.14.11

Method of PaymentWherever in this Agreement provision is made for the payment by one party to the other,
such payment shall be effected by crediting for same day value the account specified by the
payee to the payer reasonably in advance and in sufficient detail to enable payment by
telegraphic or other electronic means to be effected on or before the due date for payment.14.12

Costs  14.12.1

The Sellers shall bear all costs incurred by them in connection with the
preparation, negotiation and entry into of this Agreement and the sale of the Assets
and any Losses as referred to in sub clause 9.5.1 of this Agreement.14.12.2

The Purchaser shall bear all such costs incurred by it in connection with
the preparation, negotiation and entry into of this Agreement and the purchase of the
Assets.  14.13

Stamp Duty, Fees and TaxesThe Purchaser shall bear the cost of all stamp duty and all registration and transfer
taxes and duties as a result of the transactions contemplated by this Agreement. The
Purchaser shall be responsible for arranging the payment of such stamp duty and all other
such fees, taxes and duties, including fulfilling any administrative or reporting obligation
imposed by 49




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the jurisdiction in question in connection with the payment of such taxes and duties. The
Purchaser shall indemnify the Sellers and the other members of the Sellers Group against
any Losses suffered by the Sellers or any other member of the Sellers Group as a result of
the Purchaser failing to comply with its obligations under this Clause 14.13.14.14

InterestSave as expressly provided herein, if the Sellers or the Purchaser defaults in the
payment when due of any sum payable under this Agreement, its liability shall be increased
to include interest on such sum from the date when such payment is due until the date of
actual payment (after as well as before judgment) at a rate per annum of 4 per cent above
the base rate from time to time of Barclays Bank PLC. Such interest shall accrue from day to
day.14.15

Grossing-up of Indemnity Payments, VAT  14.15.1

Where any payment is made under this Agreement pursuant to an indemnity,
compensation or reimbursement provision, credit shall be given for any tax relief
available for the recipient or Group Company in respect of the matter giving rise to
the payment and, if 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 Group), the sum payable
shall be increased to such sum as will ensure that after payment of such Taxation 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.14.15.2

Where any sum constituting an indemnity, compensation or reimbursement to
any party to this Agreement (the Party) is paid to a person other than the Party but
is treated as taxable in the hands of the Party, the payer shall promptly pay to the
Party such sum as shall reimburse the Party for all Taxation suffered by it in respect
of the payment (after giving credit for any tax relief available to the Party in
respect of the matter giving rise to the payment).14.15.3

Where under the terms of this Agreement one party is liable to indemnify
or reimburse another party in respect of any costs, charges or expenses, the payment
shall on presentation by the relevant party to the other party of a VAT invoice include
an amount equal to any VAT thereon not otherwise recoverable by the other party,
subject to that party using all reasonable endeavours to recover such amount of VAT as
may be practicable.14.15.4

If any payment under this Agreement constitutes the consideration for a
taxable supply for VAT purposes, then in addition to that payment the payer shall pay
against delivery of a VAT invoice any VAT due.14.15.5

For the avoidance of doubt, for the purposes of this Clause 14.15, a tax
relief shall not include any increase in the acquisition cost that would be taken into
account on a future disposal of an asset as a result of any payment to which this
clause applies.  14.16

Notices  14.16.1

Any notice or other communication in connection with this Agreement
(each, a Notice) shall be: 50




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(i)

in writing;(ii)

delivered by hand, fax, pre-paid first class post or courier.  14.16.2

A Notice to any Seller shall be sent to the following address, or such
other person or address as InterContinental Hotels Group PLC on behalf of the Sellers
may notify to the Purchaser from time to time:InterContinental Hotels Group PLC
67 Alma Road, Windsor, Berkshire, SL4 3HDFax: 08701 974 256Attention: The Company Secretarywith a copy to:SVP Legal and General Counsel
67 Alma Road, Windsor, Berkshire, SL4 3HDFax: 08701 971 46314.16.3

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 Sellers from time to time:LGR Acquisition
88 Wood Street, London EC2V 7AJLGR Holdings Limited
88 Wood Street, London EC2V 7AJ14.16.4

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;(iii)

at the time of transmission in legible form, if delivered by fax.  14.17

Invalidity  14.17.1

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.14.17.2

To the extent it is not possible to delete or modify the provision, in
whole or in part, under Clause 14.17.1, 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 14.17.1, not
be affected.  14.18

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. 51




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14.19

Governing Law and Submission to Jurisdiction  14.19.1

This Agreement shall be governed by and construed in accordance with English law.14.19.2

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. In witnesswhereof this Agreement has been duly executed. 52




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SIGNED by
    
    M. J. FOXONon behalf of Six Continents PLCSIGNED by
    
    M. J. FOXONon behalf of IHC London (Holdings) LimitedSIGNED by
    
    MARK NEWMANon behalf of LGR Acquisition
    
    CHRIS MORRISHRYAN PRINCESIGNED by
    
    MARK NEWMANon behalf of LGR Holdings Limited
    
    CHRIS MORRISHRYAN PRINCE
 53




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Schedule 1 Details of Shares to be sold (3)(2)
    
    Consideration(1)
    
    Number of Shares/Name of
    
    AllocationName of Seller
    
    Company
    
    £Six Continents PLC
    
    150,000,001 ordinary
shares of £1 each in
the capital of NAS
Cobalt No.2 Limited
    
    £112,043,659121,644,721 ordinary
shares of 10 pence
each and 121,644,721
5 per cent.
non-cumulative
preference shares of
10 pence each
respectively in the
capital of Six
Continents Hotels &
Holidays Limited
    
    £27,769,000120,000,001 ordinary
shares of £1 each
and 20,000
preference shares of
£1 each respectively
in the capital of
Holiday Inn Limited
    
    £105,044,000IHC London (Holdings) Ltd
    
    300 ordinary shares
of £1 each in the
capital of London
Forum Hotel Limited
    
    £40,924,000
 54




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Schedule 2 The Companies and the Subsidiaries Part 1  Particulars of the Companies Name of Company:
    
    Holiday Inn LimitedRegistered number:
    
    04160818Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    15/02/2001, United KingdomIssued share capital:
    
    £140,000,001 divided into:120,000,001 ordinary shares of £1
each20,000 preference shares of £1 eachAuthorised share capital:
    
    £140,050,000 divided into:120,050,000 ordinary shares of £1
each20,000 preference shares of £1 eachRegistered shareholders and shares held:
    
    Six Continents PLC:120,000,001 ordinary shares of £1
each20,000 preference shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 55




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Name of Company:
    
    London Forum Hotel LimitedRegistered number:
    
    00483582Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    21/06/1950, United KingdomIssued share capital:
    
    £300 divided into:300 ordinary shares of £1 eachAuthorised share capital:
    
    £40,300 divided into:40,300 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    IHC London (Holdings) Limited:300 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 56




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Name of Company:
    
    NAS Cobalt No.2 LimitedRegistered number:
    
    04160938Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    15/02/2001, United KingdomIssued share capital:
    
    £150,000,001 divided into:150,000,001 ordinary shares of £1
eachAuthorised share capital:
    
    £150,050,000: divided into150,050,000 ordinary shares of £1
eachRegistered shareholders and shares held:
    
    Six Continents PLC:150,000,001 ordinary shares of £1
eachDirectors:
    
    Catherine SpringettRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 57




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Name of Company:
    
    Six Continents Hotels & Holidays
LimitedRegistered number:
    
    00368815Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    20/08/1941, United KingdomIssued share capital:
    
    £24,328,944.20 divided into:121,644,721 5 per cent.
non-cumulative preference shares
of 10p each121,644,721 ordinary shares of
10p eachAuthorised share capital:
    
    £25,000,000 divided into:125,000,000 5 per cent.
non-cumulative preference shares
of 10p each125,000,000 ordinary shares of
10p eachRegistered shareholders and shares held:
    
    Six Continents PLC:121,644,721 5 per cent.
non-cumulative preference shares
of 10p each121,644,721 ordinary shares of
10p eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 58




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Part 2  Particulars of the Subsidiaries Name of Company:
    
    CP Heathrow LimitedRegistered number:
    
    05167865Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    01/07/2004, United KingdomIssued share capital:
    
    £20,000,000 divided into:20,000,000 ordinary shares of £1
eachAuthorised share capital:
    
    £35,000,100 divided into:35,000,100 ordinary shares of £1
eachRegistered shareholders and shares held:
    
    Kensington PH Limited:20,000,000 ordinary shares of £1
eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 59




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Name of Company:
    
    Centre Hotels (Cranston) Limited (dormant)Registered number:
    
    SC004676Registered office:
    
    Holiday Inn107 Queensferry RoadEdinburgh EH4 3HLDate and place of incorporation:
    
    19/11/1900, United KingdomIssued share capital:
    
    £5,793,030.40 divided into:85,440 7 per cent. cumulative preference
shares of £1 each57,075,904 ordinary shares of 10p eachAuthorised share capital:
    
    £6,085,440 divided into:85,440 7 per cent. cumulative preference
shares of £1 each60,000,000 ordinary shares of 10p eachRegistered shareholders and shares held:
    
    InterContinental Hotels Group (UK)
Limited:85,440 7 per cent. cumulative preference
shares of £1 each57,075,904 ordinary shares of 10p eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 60




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Name of Subsidiary:
    
    Holiday Inn (Basildon) LimitedRegistered number:
    
    04721005Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    02/04/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    Holiday Inn Finance Properties Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 61




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Name of Subsidiary:
    
    Holiday Inn (Birmingham City) LimitedRegistered number:
    
    04720951Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    02/04/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    InterContinental Hotels Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 62




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Name of Subsidiary:
    
    Holiday Inn (Birmingham M6 J7)
LimitedRegistered number:
    
    04712826Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    26/03/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    InterContinental Hotels Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 63




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Name of Subsidiary:
    
    Holiday Inn (Brentwood) LimitedRegistered number:
    
    04712792Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    26/03/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    InterContinental Hotels Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
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Name of Subsidiary:
    
    Holiday Inn (Carlisle) LimitedRegistered number:
    
    04720983Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    02/04/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    Holiday Inn Finance Properties Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 65




---



##### 



Name of Subsidiary:
    
    Holiday Inn (Chester) LimitedRegistered number:
    
    04712836Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    26/03/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    InterContinental Hotels Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 66




---



##### 



Name of Subsidiary:
    
    Holiday Inn (Colchester) LimitedRegistered number:
    
    04712808Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    26/03/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    InterContinental Hotels Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 67




---



##### 



Name of Subsidiary:
    
    Holiday Inn (Coventry) LimitedRegistered number:
    
    04721088Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    02/04/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    Holiday Inn Finance Properties Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 68




---



##### 



Name of Subsidiary:
    
    Holiday Inn (Edinburgh) LimitedRegistered number:
    
    04721007Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    02/04/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    InterContinental Hotels Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 69




---



##### 



Name of Subsidiary:
    
    Holiday Inn (Edinburgh North) LimitedRegistered number:
    
    04712766Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    26/03/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    InterContinental Hotels Group (UK)
Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 70




---



##### 



Name of Subsidiary:
    
    Holiday Inn (Farnborough) LimitedRegistered number:
    
    04712785Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    26/03/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    InterContinental Hotels Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 71




---



##### 



Name of Subsidiary:
    
    Holiday Inn Finance Properties LimitedRegistered number:
    
    03363702Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    01/05/1997, United KingdomIssued share capital:
    
    £9,350,001 divided into:9,350,001 ordinary shares of £1 eachAuthorised share capital:
    
    £9,500,000 divided into:9,500,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    NAS Cobalt No.2 Limited:9,350,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 72




---



##### 



Name of Subsidiary:
    
    Holiday Inn (Guildford) LimitedRegistered number:
    
    04721041Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    02/04/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 shares of £1 each.-Registered shareholders and shares held:
    
    Holiday Inn Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Alan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 73




---



##### 



Name of Subsidiary:
    
    Holiday Inn (Hemel Hempstead) LimitedRegistered number:
    
    04721014Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    02/04/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    InterContinental Hotels Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 74




---



##### 



Name of Subsidiary:
    
    Holiday Inn (High Wycombe) LimitedRegistered number:
    
    04721091Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    02/04/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    Holiday Inn Finance Properties Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 75




---



##### 



Name of Subsidiary:
    
    Holiday Inn (Ipswich) LimitedRegistered number:
    
    04712870Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    26/03/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    InterContinental Hotels Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 76




---



##### 



Name of Subsidiary:
    
    Holiday Inn (Lancaster) LimitedRegistered number:
    
    04720994Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    02/04/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    InterContinental Hotels Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 77




---



##### 



Name of Subsidiary:
    
    Holiday Inn (Leicester) LimitedRegistered number:
    
    04721079Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    02/04/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    Leased Hotels Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 78




---



##### 



Name of Subsidiary:
    
    Holiday Inn (London Gatwick) LimitedRegistered number:
    
    04721762Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    03/04/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    InterContinental Hotels Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 79




---



##### 



Name of Subsidiary:
    
    Holiday Inn (London Heathrow Ariel)
LimitedRegistered number:
    
    04712802Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    26/03/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    InterContinental Hotels Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 80




---



##### 



Name of Subsidiary:
    
    Holiday Inn (London Heathrow M4 J4)
LimitedRegistered number:
    
    04721060Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    02/04/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    InterContinental Hotels Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 81




---



##### 



Name of Subsidiary:
    
    Holiday Inn (London Regents Park)
LimitedRegistered number:
    
    04720936Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    02/04/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    Holiday Inn Finance Properties Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 82




---



##### 



Name of Subsidiary:
    
    Holiday Inn (Maidenhead) LimitedRegistered number:
    
    04712759Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    26/03/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    InterContinental Hotels Group (UK)
Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 83




---



##### 



Name of Subsidiary:
    
    Holiday Inn (Milton Keynes) LimitedRegistered number:
    
    04720922Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    02/04/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    InterContinental Hotels Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 84




---



##### 



Name of Subsidiary:
    
    Holiday Inn (Norwich) LimitedRegistered number:
    
    04721090Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    02/04/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    InterContinental Hotels Limited:1 ordinary share of £1Leased Hotels Limited:100,000 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 85




---



##### 



Name of Subsidiary:
    
    Holiday Inn (Reading) LimitedRegistered number:
    
    04721028Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    02/04/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    InterContinental Hotels Limited:100,000 ordinary shares of £1 eachInterContinental Hotels Group Limited:1 ordinary share of £1Directors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 86




---



##### 



Name of Subsidiary:
    
    Holiday Inn (Southampton) LimitedRegistered number:
    
    04720965Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    02/04/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    InterContinental Hotels Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 87




---



##### 



Name of Subsidiary:
    
    Holiday Inn (Southampton Eastleigh)
LimitedRegistered number:
    
    04721087Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    02/04/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    Holiday Inn Finance Properties Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 88




---



##### 



Name of Company:
    
    Holiday Inn UK Limited (dormant)Registered number:
    
    04225199Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    30/05/2001, United KingdomIssued share capital:
    
    £1 divided into:1 ordinary share of £1 eachAuthorised share capital:
    
    £1,000 divided into:1,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    NAS Cobalt No.2 Limited:1 ordinary share of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 89




---



##### 



Name of Company:
    
    Holiday Inns Garden Court Limited (dormant)Registered number:
    
    02189067Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    05/11/1987, United KingdomIssued share capital:
    
    £100 divided into:100 ordinary shares of £1 eachAuthorised share capital:
    
    £100 divided into:100 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    Holiday Inns (England) Limited:1 ordinary share of £1 eachSix Continents Hotels & Holidays Limited:99 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 90




---



##### 



Name of Company:
    
    HI (London Heathrow M4 J4) No.2
LimitedRegistered number:
    
    05174337Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    08/07/2004, United KingdomIssued share capital:
    
    £100,000 divided into:100,000 ordinary shares of £1 eachAuthorised share capital:
    
    £100,100 divided into:100,100 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    Holiday Inn (London Heathrow M4
J4) Limited:100,000 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 91




---



##### 



Name of Subsidiary:
    
    IHG (Brent Cross) LimitedRegistered number:
    
    04712776Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    26/03/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    InterContinental Hotels Group (UK)
Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 92




---



##### 



Name of Subsidiary:
    
    IHG (Leeds) LimitedRegistered number:
    
    04721094Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    02/04/2003, United KingdomIssued share capital:
    
    £100,001 divided into:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    InterContinental Hotels Group (UK)
Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 93




---



##### 



Name of Subsidiary:
    
    IHG (Strathclyde) LimitedRegistered number:
    
    04721093Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    02/04/2003, United KingdomIssued share capital:
    
    InterContinental Hotels Group (UK)
Limited:100,001 ordinary shares of £1 eachAuthorised share capital:
    
    £50,000,000 divided into:50,000,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    InterContinental Hotels Group (UK)
Limited:100,001 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 94




---



##### 



Name of Company:
    
    InterContinental Group Limited (dormant)Registered number:
    
    00872077Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    22/02/1966, United KingdomIssued share capital:
    
    £100 divided into:100 ordinary shares of £1 eachAuthorised share capital:
    
    £100 divided into:100 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    Centre Hotels (Cranston) Limited:100 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 95




---



##### 



Name of Company:
    
    InterContinental Holdings Limited (dormant)Registered number:
    
    01295183Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    21/01/1977, United KingdomIssued share capital:
    
    £100 divided into:50 A ordinary shares of £1 each50 B shares of £1 eachAuthorised share capital:
    
    £100 divided into:50 A ordinary shares of £1 each50 B shares of £1 eachRegistered shareholders and shares held:
    
    Kenneth Frederick Butcher:1 A ordinary share of £1InterContinental Hotels Group (UK) Limited:49 A ordinary shares of £1 eachInterContinental Hotels Group (UK) Limited:50 B shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 96




---



##### 



Name of Subsidiary:
    
    InterContinental Hotels LimitedRegistered number:
    
    03203484Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    02/05/1996, United KingdomIssued share capital:
    
    £100,395,050 divided into:401,580,200 ordinary shares of
25p eachAuthorised share capital:
    
    £113,000,000 divided into:452,000,000 ordinary shares of
25p eachRegistered shareholders and shares held:
    
    NAS Cobalt No.2 Limited:401,580,200 ordinary shares of
25p eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 97




---



##### 



Name of Subsidiary:
    
    InterContinental Hotels Group (UK)
LimitedRegistered number:
    
    00719804Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    29/03/1962, United KingdomIssued share capital:
    
    £100 divided into:100 ordinary £1 sharesAuthorised share capital:
    
    £100 divided into:100 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    Six Continents Hotels & Holidays Limited:100 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 98




---



##### 



Name of Subsidiary:
    
    Kensington PH LimitedRegistered number:
    
    04407187Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    02/04/2002, United KingdomIssued share capital:
    
    £1 divided into:1 ordinary share of £1Authorised share capital:
    
    £100 divided into:100 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    InterContinental Hotels Limited:1 ordinary share of £1Directors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 99




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Name of Subsidiary:
    
    Leased Hotels LimitedRegistered number:
    
    00955200Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    30/05/1969, United KingdomIssued share capital:
    
    £20,000,000 divided into:10,000 A ordinary shares of £1 each10,000 B ordinary shares of £1 eachAuthorised share capital:
    
    £20,000,000 divided into:10,000 A ordinary shares of £1 each10,000 B ordinary shares of £1 eachRegistered shareholders and shares held:
    
    NAS Cobalt No.2 Limited:10,000 A ordinary shares of £1 each10,000 B ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 100




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Name of Subsidiary:
    
    Pendigo Hotels LimitedRegistered number:
    
    03929826Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    21/02/2000, United KingdomIssued share capital:
    
    £6,750,002 divided into:6,750,002 ordinary shares of £1 eachAuthorised share capital:
    
    £7,500,000 divided into:7,500,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    Six Continents Hotels & Holidays Limited:6,750,002 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 101




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Name of Company:
    
    SCH (UK) Limited (dormant)Registered number:
    
    04635669Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    13/01/2003, United KingdomIssued share capital:
    
    £1 divided into:1 ordinary share of £1Authorised share capital:
    
    £1,000 divided into:1,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    InterContinental Hotels Group
(UK) Limited:1 ordinary share of £1 eachDirectors:
    
    Catherine SpringettRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 102




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Name of Subsidiary:
    
    Spirit Health and Fitness LimitedRegistered number:
    
    01510665Registered office:
    
    67 Alma RoadWindsorBerkshire SL4 3HDDate and place of incorporation:
    
    04/08/1980, United KingdomIssued share capital:
    
    £75,000 divided into:75,000 ordinary shares of £1 eachAuthorised share capital:
    
    250,000 ordinary shares of £1 eachRegistered shareholders and shares held:
    
    NAS Cobalt No.2:75,000 ordinary shares of £1 eachDirectors:
    
    Allan Scott McEwanCatherine SpringettNigel Peter StocksRichard Thomas WinterSecretary:
    
    Catherine EngmannAccounting reference date:
    
    31/12Auditors:
    
    Ernst & Young LLP
 103




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Schedule 3
The Properties
(Clause 1.1) Part 1
Certificated Properties Property: Crowne Plaza Birmingham NEC Reference Number: 2 All that leasehold property known as Crowne Plaza Birmingham NEC at National Exhibition Centre,
Birmingham, West Midlands registered at the Land Registry with Title Absolute under Title Number
WM722535 which is presently vested in Pendigo Hotels Limited (Company No. 3929826). Property: Crowne Plaza London  Heathrow Reference Number: 4 All that freehold property known as Crowne Plaza London  Heathrow at land and buildings on the
west side of Stockley Road and the north side of Cherry Lane, West Drayton registered at the Land
Registry with Title Absolute under Title Number NGL160680 which is presently vested in Kensington
PH Limited (Company No. 4407187) Property: Holiday Inn Brentwood Reference Number: 14 All that freehold property known as Holiday Inn Brentwood at Brook Street, Brentwood registered at
the Land Registry with Title Absolute under Title Number EX323558 which is presently vested in
Holiday Inn (Brentwood) Limited (Company No. 4712792). Intra-Group leases: All that leasehold property known as Holiday Inn Hotel, Brook Street, Brentwood as more
particularly described in the Lease dated 2 April 2003 made between Holiday Inn (Brentwood) Limited
(1) and Six Continents Hotels Limited (2) which is presently vested in InterContinental Hotels
Limited (Company No. 3203484). Property: Holiday Inn Cambridge Reference Number: 16 All that freehold property known as Holiday Inn Cambridge at Bridge Road, Impington registered at
the Land Registry with Title Absolute under Title Number CB197152 which is presently vested in
Holiday Inn Limited (Company No.4160818). Property: Holiday Inn Edinburgh Reference Number: 26 All and Whole that leasehold property known as Holiday Inn Edinburgh at Corstorphine Road extending
to 8.368 square yards of ground situated to the north of Corstorphine Road, Edinburgh and shown
delineated on the plan annexed to the Lease between the Royal Zoological Society of Scotland and
Trust Houses Forte Hotels Limited dated 6 and 19 July and registered in the Books of Council &
Session on 3 August 1972. Please note that the title to this property is in the process of being
registered in the Land Register for Scotland under Title Number MID59025 but the Land Certificate
for this property has not yet been received. 104




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Intra-Group leases: All and Whole that leasehold property known as Holiday Inn Edinburgh at Corstorphine Road, sub
leased by the Sub-Lease between Holiday Inn (Edinburgh) Limited and Intercontinental Hotels Limited
dated 27 November 2003 and registered in the Books of Council and Session on 16 March 2004. The Sub
Lease was for an initial period of one year from 7 April 2003 and is currently continuing on tacit
relocation. Property: Holiday Inn Guildford Reference Number: 34 All that leasehold property known as Holiday Inn Guildford, Egerton Road, Guildford, Surrey
registered at the Land Registry with Title Absolute under Title Number SY546878 which is presently
vested in Holiday Inn (Guildford) Limited (Company No. 4721041). Intra-Group leases: All that leasehold property known as Holiday Inn Guildford, Egerton Road, Guildford, Surrey as more
particularly described in a Lease dated 28 November 2003 made between Holiday Inn (Guildford)
Limited (1) and Holiday Inn Limited (2) which is property vested in Holiday Inn Limited (Company
No. 4160818). Property: Holiday Inn London  Heathrow M4 J4 Reference Number: 37 All that freehold property known as Holiday Inn Heathrow Airport at Heathrow Airport, London
registered at the Land Registry with Title Absolute under Title Number NGL118697 which is presently
vested in HI (London Heathrow M4 J4) No. 2 Limited (Company No. 5174337). Intra-Group leases: All that leasehold property known as Holiday Inn Heathrow Airport at Heathrow Airport, London
registered at the Land Registry with Title Absolute under Title Number NGL119140 which is presently
vested in HI (London Heathrow M4 J4) No. 2 Limited (Company No. 5174337). Property: Holiday Inn Bloomsbury Reference Number: 47 All that leasehold property known as Holiday Inn Bloomsbury at parts of the basement, the surface
of the ground floor, the lift shaft to the basement car park, the first to the fifth floors, the
roof, the plant rooms at sixth floor level and the roofs of the plant rooms of the building known
as the Bloomsbury Centre Hotel, Coram Street, London registered at the Land Registry with Title
Absolute under Title Number NGL145048 which is presently vested in InterContinental Hotels Limited
(Company No. 3203484). Intra-Group leases: All that leasehold property known as Holiday Inn Bloomsbury at parts of the basement, the surface
of the ground floor, the lift shaft to the basement car park, the first to the fifth floors, the
roof, the plant rooms at sixth floor level and the roofs of the plant rooms of the building known
as the Bloomsbury Centre Hotel, Coram Street, London registered at the Land Registry with Title
Absolute under Title Number NGL672413 which is presently vested in Holiday Inn Finance Properties
Limited (Company No. 3363702) All that leasehold property known as Holiday Inn Bloomsbury at parts of the basement, the surface
of the ground floor, the lift shaft to the basement car park, the first to the fifth floors, the
roof, the 105




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plant rooms at sixth floor level and the roofs of the plant rooms of the building known as the
Bloomsbury Centre Hotel, Coram Street, London registered at the Land Registry with Title Absolute
under Title Number NGL672460 which is presently vested in InterContinental Hotels Limited. (Company
No. 3203484). Property: Holiday Inn London  Kensington Forum Reference Number: 50 All that freehold property known as Holiday Inn  Kensington Forum at 1 to 23 (odd numbers) Ashburn
Place, 97 to 109 (odd numbers) Cromwell Road and gardens on the east side of Ashburn Gardens
registered at the Land Registry with Title Absolute under Title Number LN226776 which is presently
vested in London Forum Hotel Limited (Company No. 483582). Property: Holiday Inn London  Regents Park Reference Number: 52 All that leasehold property known as Holiday Inn Regents Park at Bolsover Street, London
registered at the Land Registry with Title Absolute under Title Number NGL254774 which is presently
vested in InterContinental Hotels Limited (Company No. 3203484). Intra-Group leases: All that leasehold property known as Holiday Inn Regents Park at Bolsover Street, London
registered at the Land Registry with Title Absolute under Title Number NGL674253 which is presently
vested in Holiday Inn (London Regents Park) Limited (Company No. 4720936). All that leasehold property known as Holiday Inn Regents Park at Bolsover Street, London
registered at the Land Registry with Title Absolute under Title Number NGL674326 which is presently
vested in InterContinental Hotels Limited (Company No. 3203484). Property: Holiday Inn Maidenhead Reference Number: 54 All that freehold property known as Holiday Inn at Maidenhead at Shoppenhangers Road, Maidenhead
SL6 2RA registered at the Land Registry with Title Absolute under Title Number BK49552 which is
presently vested in Holiday Inn (Maidenhead) Limited (Company No. 4712759). Intra-Group leases: All that leasehold property known as Holiday Inn Maidenhead at Shoppenhangers Road, Maidenhead SL6
2RA as more particularly described in the Lease dated 7 April 2003 between (1) Holiday Inn
(Maidenhead) Limited and (2) Six Continents Hotels (UK) Limited which is presently vested in
InterContinental Hotels Group (UK) Limited (Company No. 719804). Property: Holiday Inn Milton Keynes Reference Number: 56 All that freehold property known as Holiday Inn Milton Keynes at Saxon Gate, Milton Keynes
registered at the Land Registry with Title Absolute under Title Number BM183247 which is presently
vested in Holiday Inn (Milton Keynes) Limited (Company Number 4720922). All that leasehold property known as the Terrace forming part of Holiday Inn Milton Keynes at Saxon
Gate, Milton Keynes registered at the Land Registry with Title Absolute under Title Number BM156838
which is presently vested in InterContinental Hotels Limited (Company No. 03203484). 106




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All those leasehold rights over Summer Court forming part of Holiday Inn Milton Keynes at Saxon
Gate, Milton Keynes as more particularly described in a Lease of Rights dated 16 November 1989
between (1) Shell Pensions Trust Limited and (2) Trusthouse Forte (UK) Limited which is referred to
in the Property Register of Title Number BM156838 and is presently vested in InterContinental
Hotels Limited (Company No. 3203484). Intra-Group leases: All that leasehold property known as Holiday Inn Milton Keynes at Saxon Gate, Milton Keynes
registered at the Land Registry with Title Absolute under Title Number BM259862 which is presently
vested in Holiday Inn (Milton Keynes) Limited (Company Number 4720922). All that leasehold property known as Holiday Inn Milton Keynes at Saxon Gate, Milton Keynes as more
particularly described in a Lease dated 7 April 2003 between (1) Holiday Inn (Milton Keynes)
Limited and (2) Six Continents Hotels Limited which is presently vested in InterContinental Hotels
Limited (Company Number 3203484). 107




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Part 2
Uncertificated Properties Property: Crowne Plaza Leeds Reference Number: 3 All that leasehold property known as Crowne Plaza Leeds being land known as land on the south side
of Wellington Street, Leeds registered at the Land Registry with Title Absolute under Title Number
WYK410379 which is presently vested in IHG (Leeds) Limited (Company Number 4721094). Intra-Group leases: All that leasehold property known as Crowne Plaza Leeds being land known as land on the south side
of Wellington Street, Leeds as more particularly described in a Lease dated 7 April 2003 made
between IHG (Leeds) Limited (1) and Six Continents Hotels (UK) Limited (2) which is presently
vested in Intercontinental Hotels Group (UK) Limited (Company no. 00719804). Property: Crowne Plaza, Manchester Airport Reference Number: 5 All that leasehold property known as Crowne Plaza Manchester Airport at Ringway Road, Manchester
Airport, M90 3NS registered at the Land Registry with Title Absolute under Title Number LA74751
which is presently vested in InterContinental Hotels Limited (Company No. 03203484). Property: Holiday Inn Ashford Reference Number: 6 All that freehold property known as Holiday Inn Ashford at Canterbury Road, Ashford registered at
the Land Registry with Title Absolute under Title Number K278847 which is presently vested in
Intercontinental Hotels Limited (Company No. 3203484). Property: Holiday Inn Aylesbury Reference Number: 7 All that freehold property known as Holiday Inn Aylesbury at Aston Clinton Road, Aylesbury
registered at the Land Registry with Title Absolute under Title Number BM254556 which is presently
vested in Holiday Inn Limited (Company No. 4160818). Property: Holiday Inn Basildon Reference Number: 8 All that leasehold property known as Holiday Inn Basildon at Pipps Hill Road South Basildon
registered at the Land Registry with Good Leasehold Title under Title Number EX303185 which is
presently vested in Intercontinental Hotels Limited (Company No. 3203484). Intra-Group leases: All that leasehold property known as Holiday Inn Basildon at Pipps Hill Road South Basildon
registered at the Land Registry with Good Leasehold Title under Title Number EX437595 which is
presently vested in Holiday Inn (Basildon) Limited (Company No. 4721005). 108




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All that leasehold property known as Holiday Inn Basildon at Pipps Hill Road South Basildon
registered at the Land Registry with Good Leasehold Title under Title Number EX437596 which is
presently vested in Intercontinental Hotels Limited (Company No. 3203484). Property: Holiday Inn Basingstoke Reference Number: 9 All that freehold property known as Holiday Inn Basingstoke at Basingstoke, Hampshire registered at
the Land Registry with Title Absolute under Title Number HP409818 which is presently vested in
Holiday Inn Finance Properties Limited (Company No. 3363702) Intra-Group leases: All that leasehold property known as Holiday Inn Basingstoke at Basingstoke, Hampshire registered
at the Land Registry with Title Absolute under Title Number HP409820 which is presently vested in
Intercontinental Hotels Limited (Company No. 3203484). Property: Holiday Inn Bexley Reference Number: 10 All that freehold property known as Holiday Inn Bexley at Southwold Road, Bexley DA5 1ND registered
at the Land Registry with Title Absolute under Title Number SGL103988 which is presently vested in
Holiday Inn Finance Properties Limited (Company No. 3363702). Intra-Group leases: All that leasehold property known as Holiday Inn Bexley at Southwold Road, Bexley DA5 1ND
registered at the Land Registry with Title Absolute under Title Number SGL539696 which is presently
vested in Intercontinental Hotels Limited (Company No. 3203484). Property: Holiday Inn (Birmingham City) Reference Number: 11 All that freehold property known as Holiday Inn (Birmingham City) at the site of the former Church
of St Jude, St Judes Passage registered at the Land Registry with Title Absolute under Title Number
WK181110 which is presently vested in Holiday Inn (Birmingham City) Limited (Company No.4720951). All that freehold property known as Holiday Inn (Birmingham City) at north side of St Judes Passage
registered at the Land Registry with Title Absolute under Title Number WM76126 which is presently
vested in Holiday Inn (Birmingham City) Limited (Company No.4720951). All that leasehold property known as part of Albany Hotel, Queensway registered at the Land
Registry with Title Absolute under Title Number WK208751 which is presently vested in Holiday Inn
(Birmingham City) Limited (Company No. 4720951). All that leasehold property known as Holiday Inn (Birmingham City) in St Judes Passage registered
at the Land Registry with Title Absolute under Title Number WM110046 which is presently vested in
Holiday Inn (Birmingham City) Limited (Company No. 4720951). All that leasehold property known as Holiday Inn (Birmingham City) at land on the south side of St
Judes Passage registered at the Land Registry with Title Absolute under Title Number WK172709 which
is presently vested in Holiday Inn (Birmingham City) Limited (Company No. 4720951). 109




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##### 



Intra-Group leases: All that leasehold property known as Holiday Inn Hotel, Smallbrook as more particularly described
in the Lease dated 7 April 2003 made between Holiday Inn (Birmingham City) Limited (1) and Six
Continents Hotels Limited (2) which is presently vested in InterContinental Hotels Limited (Company
No. 3203484) Property: Holiday Inn Birmingham M6 J7 Reference Number: 12 All that freehold property known as Holiday Inn Birmingham M6 J7 at Chapel Lane, Great Barr
registered at the Land Registry with Title Absolute under Title Number WM371964 which is presently
vested in Holiday Inn (Birmingham M6 J7) Limited (Company No. 4712826). Intra-Group leases: All that leasehold property known as Holiday Inn Birmingham M6 J7 at Chapel Lane, Great Barr as
more particularly described in the Lease dated 2 April 2003 made between Holiday Inn (Birmingham M6
J7) Limited (1) and Six Continents Hotels Limited (2) which is presently vested in InterContinental
Hotels Limited (Company No. 3203484). Property: Holiday Inn Bolton Reference Number: 13 All that leasehold property known as Holiday Inn Bolton at Beaumont Road, Bolton BL3 4TA registered
at the Land Registry with Title Absolute under Title Number GM876460 which is presently vested in
Intercontinental Hotels Limited (Company No. 3203484). Intra-Group leases: All that leasehold property known as Holiday Inn Bolton at Beaumont Road, Bolton BL3 4TA registered
at the Land Registry with Title Absolute under Title Number GM543662 which is presently vested in
Holiday Inn Finance Properties Limited (Company No. 3363702). All that leasehold property known as Holiday Inn Bolton at Beaumont Road, Bolton BL3 4TA registered
at the Land Registry with Title Absolute under Title Number GM874034 which is presently vested in
Intercontinental Hotels Limited (Company No. 3203484). Property: Holiday Inn Bristol Reference Number: 15 All that freehold property known as Holiday Inn Bristol  Filton at Conifers, Filton Road, Hambrook
BS16 1QG registered at the Land Registry with Title Absolute under Title Number AV194979 which is
presently vested in Holiday Inn Finance Properties Limited (Company No. 3363702). All that freehold property known as Holiday Inn Bristol  Filton at Conifers, Filton Road, Hambrook
BS16 1QG registered at the Land Registry with Title Absolute under Title Number GR229008 which is
presently vested in Intercontinental Hotels Limited (Company No. 3203484). All that freehold property known as Holiday Inn Bristol  Filton at Conifers, Filton Road, Hambrook
BS16 1QG registered at the Land Registry with Title Absolute under Title Number AV233027 which is
presently vested in Intercontinental Hotels Limited (Company No. 3203484). All that freehold property known as Holiday Inn Bristol  Filton at Conifers, Filton Road, Hambrook
BS16 1QG registered at the Land Registry with Title Absolute under Title Number AV194981 which is
presently vested in Intercontinental Hotels Limited (Company No. 3203484). 110




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##### 



Intra-Group leases: All that leasehold property known as Holiday Inn Bristol  Filton at Conifers, Filton Road,
Hambrook BS16 1QG registered at the Land Registry with Title Absolute under Title Number GR204922
which is presently vested in Intercontinental Hotels Limited (Company No. 3203484). Property: Holiday Inn Cardiff City Reference Number: 17 All that leasehold property known as Holiday Inn Cardiff City at Cowbridge Road East registered at
the Land Registry with Title Absolute under Title Number WA299317 the legal title to which is
presently vested in InterContinental Hotels Limited (Company No. 03203484) but the beneficial
interest is presently vested in Holiday Inn Limited (Company No. 4160818). All that leasehold property known as Car Park at Holiday Inn Cardiff City at Castle Street
registered at the Land Registry with Title Absolute under Title Number WA971992 the legal title to
which is presently vested in InterContinental Hotels Limited (Company No. 03203484) but the
beneficial interest is presently vested in Holiday Inn Limited (Company No. 4160818). Intra-Group leases: All that leasehold property known as Holiday Inn Cardiff City at Cowbridge Road East registered at
the Land Registry with Title Absolute under Title Number WA553976 the legal title to which is
presently vested in Holiday Inn Finance Properties Limited (Company No. 03363702) but the
beneficial interest is presently vested in Holiday Inn Limited (Company No. 4160818). All that leasehold property known as Holiday Inn Cardiff City at Cowbridge Road East registered at
the Land Registry with Title Absolute under Title Number WA555721 the legal title to which is
presently vested in InterContinental Hotels Limited (Company No. 03203484) but the beneficial
interest is presently vested in Holiday Inn Limited (Company No. 4160818). Property: Holiday Inn Cardiff North Reference Number: 18 All that leasehold property known as Holiday Inn Cardiff North at Church Road, Pentwyn, Cardiff
CF10 1XD registered at the Land Registry with Good Leasehold Title under Title Number CYM2714 which
is presently vested in InterContinental Hotels Limited (Company No. 3203484). Property: Holiday Inn Carlisle Reference Number: 19 All that leasehold property known as Holiday Inn Carlisle at Kingston Road registered at the Land
Registry with Title Absolute under Title Number CU69108 which is presently vested in
InterContinental Hotels Limited (Company No. 03203484). Intra-Group leases: All that leasehold property known as Holiday Inn Carlisle at Kingston Road registered at the Land
Registry with Title Absolute under Title Number CU69175 which is presently vested in Holiday Inn
(Carlisle) Limited (Company No. 04720983). All that leasehold property known as Holiday Inn Carlisle at Kingston Road registered at the Land
Registry with Title Absolute under Title Number CU69169 which is presently vested in
InterContinental Hotels Limited (Company No. 03203484). 111




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##### 



Property: Holiday Inn Chester South Reference Number: 20 All that freehold property known as Holiday Inn Chester South at Wrexham Road, Ecclestone CH4 9DQ
registered at the Land Registry with Title Absolute under Title Number CH390982 which is presently
vested in Holiday Inn (Chester) Limited (Company No.4712836). All that freehold property known as Holiday Inn Chester South at Wrexham Road, Ecclestone CH4 9DQ
registered at the Land Registry with Title Absolute under Title Number CH296907 which is presently
vested in Holiday Inn (Chester) Limited (Company No.4712836). All that freehold property known as Holiday Inn Chester South at Wrexham Road, Ecclestone CH4 9DQ
registered at the Land Registry with Title Absolute under Title Number CH110818 which is presently
vested in Holiday Inn (Chester) Limited (Company No.4712836). Intra-Group leases: All that leasehold property known as Holiday Inn Chester South at Wrexham Road, Ecclestone CH4 9DQ
as more particularly described in a Lease comprising the Root of Title dated 2 April 2003 made
between Holiday Inn (Chester) Limited and Six Continents Hotels Limited and shown edged red on the
plan attached thereto which is presently vested in InterContinental Hotels Limited (Company
No.03203484). Property: Holiday Inn Colchester Reference Number: 21 All that freehold property known as Holiday Inn Colchester registered at the Land Registry with
Title Absolute under Title Number EX399231 which is presently vested in Holiday Inn (Colchester)
Limited (Company No. 4712808). Intra-Group leases: All that leasehold property known as Holiday Inn Colchester as more particularly described in a
Lease comprising the Root of Title dated 2 April 2003 made between Holiday Inn (Colchester) Limited
and Six Continents Hotels Limited and shown edged red on the plan attached thereto which is
presently vested in InterContinental Hotels Limited (Company No. 03203484). Property: Holiday Inn Coventry Reference Number: 22 All that freehold property known as Holiday Inn Coventry at Hinkley Road, Walsgrave, registered at
the Land Registry with Title Absolute under Title Number WK331188 which is presently vested in
Holiday Inn (Coventry) Limited (Company No. 4721088). All that freehold property known as Holiday Inn Coventry at Hinkley Road, Walsgrave, registered at
the Land Registry with Title Absolute under Title Number WK331187 which is presently vested in
InterContinental Hotels Limited (Company No. 3203484). Intra-Group leases: All that leasehold property known as Holiday Inn Coventry at Hinkley Road, Walsgrave, registered at
the Land Registry with Title Absolute under Title Number WK333651 which is presently vested in
InterContinental Hotels Limited (Company No. 3203484). 112




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##### 



Property: Holiday Inn Derby/Nottingham Reference Number: 23 All that freehold property known as Holiday Inn Derby/Nottingham at Bostock Lane, Sandiacre
registered at the Land Registry with Title Absolute under Title Number DY205335 which is presently
vested in InterContinental Hotels Limited (Company No.3203484). Property: Holiday Inn Eastleigh Reference Number: 25 All that leasehold property known as Holiday Inn Eastleigh at Leigh Road, Eastleigh registered at
the land Registry with Title Absolute under Title Number HP289984 which is presently vested in
Intercontinental Hotels Limited (Company No. 3203484). Intra-Group leases: All that leasehold property known as Holiday Inn Eastleigh at Leigh Road, Eastleigh registered at
the Land Registry with Title Absolute under Title Number HP450910 which is presently vested in
Holiday Inn (Southampton Eastleigh) Limited (Company No. 4721087). All that leasehold property known as Holiday Inn Eastleigh at Leigh Road, Eastleigh registered at
the Land Registry with Title Absolute under Title Number HP450911 which is presently vested in
Intercontinental Hotels Limited (Company No. 3203484). Property: Holiday Inn, Edinburgh North Reference Number: 27 All and Whole that feuhold property known as Holiday Inn, Queensferry Road, Edinburgh being the
subjects shown coloured red and blue on the plan annexed and signed as relative to Disposition by
Bass Limited in favour of Bass Limited dated 21 October and recorded GRS Midlothian 23 November
1976. Please note that these subjects are in the process of being registered in the Land Register
for Scotland under Title Number MID42893 but a Land Certificate from the Registers of Scotland is
still awaited. The Property also enjoys a right of access over the area shown on the plan annexed to Deed of
Servitude containing Disposition by British Railways Board in favour of Cedro Investments Limited
dated 5 and registered 27 February 1971. Intra-Group leases: All and whole that leasehold property known as Holiday Inn, Queensferry Road, Edinburgh sub leased
by the Sub-Lease between Holiday Inn (Edinburgh North) Limited and Six Continents Hotels (UK)
Limited (now known as Intercontinental Hotels Group (UK) Limited) dated 1 April and registered in
the Books of Council and Session on 30 July 2003. The Sub Lease was for an initial period of one
year and is currently continuing on tacit relocation. Property: Holiday Inn Fareham Reference Number: 28 All that leasehold property known as Holiday Inn  Fareham at St Margarets Roundabout, Southampton
Road, Titchfield registered at the Land Registry with Title Absolute under Title Number HP438631
the legal title to which is presently vested in InterContinental Hotels Ltd (Company No. 3203484)
but the beneficial interest is presently vested in Holiday Inn Limited (Company No. 4160818). 113




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Property: Holiday Inn, Farnborough Reference Number: 29 All that freehold property known as Holiday Inn Hotel at Lynchford Road, Farnborough registered at
the Land Registry with Title Absolute under Title Number HP347356 which is presently vested in
Holiday Inn (Farnborough) Limited (Company No. 4712785). All that freehold property known as 4, 6 and 8 Farnborough Road, Farnborough registered at the Land
Registry with Title Absolute under Title Number HP524145 which is presently vested in Holiday Inn
(Farnborough) Limited (Company No. 4712785). Intra-Group leases: All that leasehold property known as Holiday Inn Hotel, Lynchford Road, Farnborough as more
particularly described in a Lease dated 2 April 2003 made between Holiday Inn (Farnborough) Limited
(1) and Six Continents Hotels Limited (2) and which is presently vested in InterContinental Hotels
Limited (formerly known as Six Continents Hotels Limited) (Company No. 3203484). Property: Holiday Inn Gatwick, Povey Cross Road Reference Number: 30 All that leasehold property known as Holiday Inn Gatwick at Povey Cross Road, Gatwick, Surrey
registered at the Land Registry with Title Absolute under Title Number SY574001 the legal title to
which is presently vested in InterContinental Hotels Limited (Company No. 3203484) but the
beneficial interest is presently vested in Holiday Inn (London Gatwick) Limited (Company No.
4721762). Intra-Group leases: All that leasehold property known as Holiday Inn Gatwick at Povey Cross Road, Gatwick, Surrey as
more particularly described in a Lease to be made between Holiday Inn (London Gatwick) Limited (1)
and Six Continents Hotels Limited (now known as InterContinental Hotels Limited (Company No.
3203484) (2)) pursuant to an agreement for sale and leaseback dated 7 April 2003 between the same
parties. Property: Holiday Inn Glasgow Airport Reference Number: 31 All and Whole that leasehold property formerly known as Forte Crest Hotel and now known as Holiday
Inn Glasgow Airport registered in the Land Register for Scotland under Title Number REN71989
without exclusion of indemnity and shown outlined in red on the Title Plan annexed thereto. Property: Holiday Inn Glasgow City Reference Number: 32 All and Whole that leasehold property known sometime as the Forte Posthouse Hotel and now as
Holiday Inn at Bothwell Street registered in the Land Register for Scotland under Title Number
GLA123299 without exclusion of indemnity and shown outlined in red on the Title Plan annexed
thereto. 114




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Property: Holiday Inn Gloucester Reference Number: 33 All that leasehold property known as Holiday Inn Gloucester at Gilpin Avenue registered at the Land
Registry with Title Absolute under Title Number GR60043 which is presently vested in
InterContinental Hotels Limited (Company No. 3203484). Intra-Group leases: All that leasehold property known as Holiday Inn Gloucester at Gilpin Avenue registered at the Land
Registry with Title Absolute under Title Number GR131235 which is presently vested in Holiday Inn
Finance Properties Limited (Company No. 3363702). All that leasehold property known as Holiday Inn Gloucester at Gilpin Avenue registered at the Land
Registry with Title Absolute under Title Number GR142744 which is presently vested in
InterContinental Hotels Limited (Company No. 3203484). Property: Holiday Inn, Haydock and land adjoining the same Reference Number: 35 All that freehold property known as Holiday Inn Hotel, Lodge Land, Haydock registered at the Land
Registry with Title Absolute under Title Number MS368448 which is presently vested in
InterContinental Hotels Limited (Company No. 3203484). All that freehold property known as land and buildings on the east side of Lodge Lane, Haydock
registered at the Land Registry with Title Absolute under Title Number MS254554 which is presently
vested in InterContinental Hotels Limited (Company No. 3203484). Property: Holiday Inn London, Heathrow Ariel Reference Number: 36 All that freehold property known as Holiday Inn Hotel at Bath Road, Harlington registered at the
Land Registry with Title Absolute under Title Number AGL55447 which is presently vested in Holiday
Inn (London Heathrow Ariel) Limited (Company No. 4712802). Intra-Group leases: All that leasehold property known as Holiday Inn Hotel at Bath Road, Harlington, London Heathrow as
more particularly described in a Lease of the Property dated 2 April 2003 made between (1) Holiday
Inn (London Heathrow Ariel) Limited and (2) Six Continents Hotels Limited which is presently vested
in InterContinental Hotels Limited (Company No. 3203484). Property: Holiday Inn Hemel Hempstead Reference Number: 38 All that leasehold property known as Holiday Inn Hemel Hempstead at Breakspear Way, Hemel Hempstead
registered at the Land Registry with Good Leasehold Title under Title Number HD362101 which is
presently vested in Holiday Inn (Hemel Hempstead) Limited (Company No. 4721014). All that unregistered leasehold property known as staff accommodation at First Floor Maisonette, 89
Waterhouse Street, Hemel Hempstead as more particularly described in a Renewal Lease dated 25 March
2002 made between (1) David A Deans and (2) Posthouse Hotels Limited and shown edged green on the
plan attached thereto which is presently vested in InterContinental Hotels Limited (Company No.
3203484). 115




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Intra-Group leases: All that leasehold property known as Holiday Inn Hotel at Breakspear Way, Hemel Hempstead as more
particularly described in a Lease of the Property dated 28 November 2003 made between (1) Holiday
Inn (Hemel Hempstead) Limited and (2) InterContinental Hotels Limited (2) which is presently vested
in InterContinental Hotels Limited (Company No. 3203484). Property: Holiday Inn High Wycombe Reference Number: 39 All that leasehold property known as Holiday Inn High Wycombe at Crest Road, Handy Cross, High
Wycombe registered at the Land Registry with Title Absolute under Title Number BM152754 which is
presently vested in InterContinental Hotels Limited (Company No. 3203484). Intra-Group leases: All that leasehold property known as Holiday Inn High Wycombe at Crest Road, Handy Cross, High
Wycombe registered at the Land Registry with Title Absolute under Title Number BM161991 which is
presently vested in Holiday Inn (High Wycombe) Limited (Company No. 4721091). All that leasehold property known as Holiday Inn High Wycombe at Crest Road, Handy Cross, High
Wycombe registered at the Land Registry with Title Absolute under Title Number BM161992 which is
presently vested in InterContinental Hotels Limited (Company No. 3203484). Property: Holiday Inn Hull Marina Reference Number: 40 All that leasehold property known as Holiday Inn Hull Marina at Castle Street, Kingston Upon Hull
registered at the Land Registry with Title Absolute under Title Number HS148908 the legal title to
which is presently vested in InterContinental Hotels Limited (Company No. 3203484) but the
beneficial interest is presently vested in Holiday Inn Limited (Company No. 4160818. Property: Holiday Inn Ipswich Reference Number: 41 All that freehold property known as Holiday Inn Ipswich at London Road, Sproughton, Ipswich
registered at the Land Registry with Title Absolute under Title Number SK164428 which is presently
vested in Holiday Inn (Ipswich) Limited (Company No. 4712870). Intra-Group leases: All that leasehold property known as Holiday Inn Ipswich at London Road, Sproughton, Ipswich as
more particularly described in a Lease of the Property dated 2 April 2003 made between (1) Holiday
Inn (Ipswich) Limited and (2) Six Continents Hotels Limited which is presently vested in
InterContinental Hotels Limited (Company No. 3203484). Property: Holiday Inn Lancaster Reference Number: 42 All that freehold property known as Holiday Inn Lancaster at Caton Road, Lancaster registered at
the Land Registry with Title Absolute under Title Number LA731319 which is presently vested in
Holiday Inn (Lancaster) Ltd (Company No. 4720994). 116




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Intra-Group leases: All that leasehold property known as Holiday Inn Lancaster at Caton Road, Lancaster as more
particularly described in a Lease comprising the Root of Title dated 7 April 2003 made between
Holiday Inn (Lancaster) Limited (1) and Six Continents Hotels Limited (2) which is presently vested
in InterContinental Hotels Limited (Company No. 3203484). Property: Holiday Inn Leeds-Brighouse Reference Number: 43 All that freehold property known as Holiday Inn Leeds-Brighouse at land on the northeast side of
Wakefield Road, Brighouse registered at the Land Registry with Title Absolute under Title Number
WYK391163 which is presently vested in Holiday Inn Finance Properties Limited (Company No.
3363702). Intra-Group leases: All that leasehold property known as Holiday Inn Leeds-Brighouse at land on the north east side of
Wakefield Road, Brighouse registered at the Land Registry with Title Absolute under Title Number
WYK463345 which is presently vested in InterContinental Hotels Limited (Company No. 3203484). Property: Holiday Inn Bradford Reference Number: 44 All that freehold property known as Holiday Inn Bradford at North East of Leeds Road, Bramhope
registered at the Land Registry with Title Absolute under Title Number WYK361015 which is presently
vested in Intercontinental Hotels Limited (Company No. 3203484). All that leasehold property known as Holiday Inn Bradford at Bramhope registered at the Land
Registry with Good Leasehold Title under Title Number WYK361014 which is presently vested in
Intercontinental Hotels Limited (Company No. 3203484). Property: Holiday Inn Leicester Reference Number: 45 All that leasehold property known as Holiday Inn Leicester at Saint Nicholas Circle, Leicester
registered at the Land Registry with Title Absolute under Title Number LT57900 which is presently
vested in Intercontinental Hotels Group (UK) Limited (Company No. 719804). Property: Holiday Inn Leicester West Reference Number: 46 All that freehold property known as Holiday Inn Leicester West at the junction of Narborough Road
and Braunstone Lane East registered at the Land Registry with Title Absolute under Title Number
LT123747 which is presently vested in Intercontinental Hotels Limited (Company No. 3203484). Intra-Group leases: All that leasehold property known as Holiday Inn Leicester West at Narborough Road Leicester
registered at the Land Registry with Title Absolute under Title Number LT61752 which is presently
vested in Holiday Inn (Leicester) Limited (Company No. 4721079). All that leasehold property known as Holiday Inn Leicester West at Narborough Road, Leicester
registered at the Land Registry with Title Absolute under Title Number LT61753 which is presently
vested in Intercontinental Hotels Limited (Company No. 3203484). 117




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Property: Holiday Inn, Brent Cross Reference Number: 48 All that freehold property known as Holiday Inn, Brent Cross being land on the south side of
Tilling Road and the north side of Tempelhof Avenue, Brent Cross registered at the Land Registry
with Title Absolute under Title Number NGL695276 which is presently vested in IHG (Brent Cross)
Limited (Company No. 4712776). Intra-Group leases: All that leasehold property known as Holiday Inn, Brent Cross being land on the south side of
Tilling Road and the north side of Tempelhof Avenue, Brent Cross as more particularly described in
a Lease comprising the Root of Title dated 2 April 2003 made between (1) IHG (Brent Cross) Limited
and (2) Six Continents Hotels (UK) Limited which is presently vested in InterContinental Hotels
Group (UK) Limited (Company No. 719804). Property: Holiday Inn, Hampstead Reference Number: 49 All that leasehold property known as Holiday Inn, Hampstead at 215, Haverstock Hill, Hampstead
registered at the Land Registry with Good Leasehold Title under Title Number NGL156625 which is
presently vested in InterContinental Hotels Limited (Company No. 3203484). Property: Holiday Inn Mayfair Reference Number: 51 All that unregistered leasehold property known as Holiday Inn Mayfair at 3 Berkeley Street, London
W1 as more particularly described in a Lease comprising the Root of Title dated 20 April 2000 made
between CGU Life Assurance Limited (1) and Bass Hotels & Resorts (UK) Limited (2) which is
presently vested in InterContinental Hotels Group (UK) Limited (Company No. 719804). Property: Holiday Inn Sutton Reference Number: 53 All that leasehold property known as Holiday Inn Sutton at Cheam Road, Sutton registered at the
Land Registry with Title Absolute under Title Number SGL530893 which is presently vested in
InterContinental Hotels Group (UK) Limited (Company No. 00719804). Property: Holiday Inn Maidstone Reference Number: 55 All that freehold property known as Holiday Inn Maidstone at London Road, Wrotham Heath, Sevenoaks,
TN15 7RS registered at the Land Registry with Title Absolute under Title Number K99811 which is
presently vested in Holiday Inn Limited (Company No. 04160818). Property: Holiday Inn Newcastle City Reference Number: 57 All that leasehold property known as Holiday Inn Newcastle City at New Bridge Street, Newcastle
upon Tyne registered at the Land Registry with Title Absolute under Title Number TY67493 which is
presently vested in Intercontinental Hotels Limited (Company No. 03203484). 118




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Intra-Group leases: All that leasehold property known as Holiday Inn Newcastle City at New Bridge Street, Newcastle
upon Tyne registered at the Land Registry with Title Absolute under Title Number TY246852 which is
presently vested in Holiday Inn Finance Properties Limited (Company No. 03363702). All that leasehold property known as Holiday Inn Newcastle City at New Bridge Street, Newcastle
upon Tyne registered at the Land Registry with Title Absolute under Title Number TY257160 which is
presently vested in Intercontinental Hotels Limited (Company No. 03203484). Property: Holiday Inn Norwich Reference Number: 58 All that freehold property known as Holiday Inn Norwich at Hall Road, Norwich registered at the
Land Registry with Title Absolute under Title Number NK291172 which is presently vested in Holiday
Inn (Norwich) Limited (Company No. 4721090). Intra-Group leases: All that leasehold property known as Holiday Inn Norwich at Hall Road, Norwich registered at the
Land Registry with Title Absolute under Title Number NK28120 which is presently vested in
InterContinental Hotels Limited (Company No. 03203484). Property: Holiday Inn Oxford Reference Number: 59 All that leasehold property known as Holiday Inn Oxford at Oxford (Peartree) Service Area, Oxford
registered at the Land Registry with Title Absolute under Title Number ON240389 which is presently
vested in InterContinental Hotels Limited (Company No. 3203484). Property: Holiday Inn Peterborough Reference Number: 60 All that freehold property known as Holiday Inn Peterborough at London Road, Norman Cross
registered at the Land Registry with Title Absolute under Title Numbers CB121803, CB180813 and
CB163436 which is presently vested in Holiday Inn Limited (Company No. 4160818). Intra-Group leases: All that leasehold property known as Holiday Inn Peterborough at London Road, Norman Cross
registered at the Land Registry with Title Absolute under Title Number CB121804 which is presently
vested in Holiday Inn Limited (Company No. 4160818). Property: Holiday Inn Portsmouth Reference Number: 61 All that leasehold property known as Holiday Inn Portsmouth at Pembroke Road, Pembroke Park,
Southsea registered at the Land Registry with Title Absolute under Title Number HP259590 which is
presently vested in InterContinental Hotels Limited (Company No. 03203484). Intra-Group leases: All that leasehold property known as Holiday Inn Portsmouth at Pembroke Road, Pembroke Park,
Southsea registered at the Land Registry with Title Absolute under Title Number HP411115 which is
presently vested in Holiday Inn Finance Properties Limited (Company No. 03363702). 119




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All that leasehold property known as Holiday Inn Portsmouth at Pembroke Road, Pembroke Park,
Southsea registered at the Land Registry with Title Absolute under Title Number HP411114 which is
presently vested in InterContinental Hotels Limited (Company No. 03203484). Property: Holiday Inn Reading South Reference Number: 62 All that freehold property known as Holiday Inn Reading South at Basingstoke Road, Reading
registered at the Land Registry with Title Absolute under Title Number BK91391 which is presently
vested in Holiday Inn (Reading) Limited (Company No. 4721028). Intra-Group leases: All that leasehold property known as Holiday Inn Reading South at Basingstoke Road, Reading
registered at the Land Registry with Title Absolute under Title Number BK110370 which is presently
vested in Holiday Inn (Reading) Limited (Company No. 4721028). All that leasehold property known as Holiday Inn Reading South at Basingstoke Road, Reading as more
particularly described in a Lease dated 7 April 2003 made between Holiday Inn (Reading) Limited and
Six Continents Hotels Limited which is presently vested in InterContinental Hotels Limited (Company
No. 3203484). Property: Holiday Inn Rochester Reference Number: 63 All that freehold property known as Holiday Inn Rochester at the west side of Maidstone Road,
Chatham registered at the Land Registry with Title Absolute under Title Number K826944 which is
presently vested in Holiday Inn Limited (Company No. 4160818). Intra-Group leases: All that leasehold property known as Holiday Inn Rochester at the west side of Maidstone Road,
Chatham registered at the Land Registry with Title Absolute under Title Number K689735 which is
presently vested in Holiday Inn Limited (Company No. 4160818). Property: Holiday Inn Rugby/Northampton Reference Number: 64 All that freehold property known as Holiday Inn Rugby at Crick, Rugby, Northamptonshire registered
at the Land Registry with Title Absolute under Title Number NN184536 which is presently vested in
InterContinental Hotels Limited (Company No. 3203484). Property: Holiday Inn Runcorn Reference Number: 65 All that freehold property known as Holiday Inn Runcorn at Wood Lane, Runcorn registered at the
Land Registry with Title Absolute under Title Number CH409361 which is presently vested in Holiday
Inn Limited (Company No. 04160818). Intra-Group leases: All that leasehold property known as Holiday Inn Runcorn at Wood Lane, Runcorn registered at the
Land Registry with Title Absolute under Title Number CH261099 which is presently vested in Holiday
Inn Limited (Company No. 04160818). 120




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All that leasehold property known as Holiday Inn Runcorn at Wood Lane, Runcorn registered at the
Land Registry with Title Absolute under Title Number CH334502 which is presently vested in Holiday
Inn Limited (Company No. 04160818). All that leasehold property known as Holiday Inn Runcorn at Wood Lane, Runcorn registered at the
Land Registry with Title Absolute under Title Number CH334646 which is presently vested in Holiday
Inn Limited (Company No. 04160818). Property: Holiday Inn South Mimms Reference Number: 66 All that freehold property known as Holiday Inn South Mimms at Wash Lane, South Mimms registered at
the Land Registry with Title Absolute under Title Number HD84061 which is presently vested in
Holiday Inn Limited (Company No. 04160818). All that freehold property known as Holiday Inn South Mimms at Wash Lane, South Mimms registered at
the Land Registry with Title Absolute under Title Number HD314012 which is presently vested in
Holiday Inn Limited (Company No. 04160818). Intra-Group leases: All that leasehold property known as Holiday Inn South Mimms at Wash Lane, South Mimms registered
at the Land Registry with Title Absolute under Title Number HD274592 which is presently vested in
Holiday Inn Limited (Company No. 04160818). Property: Holiday Inn Southampton Reference Number: 67 All that leasehold property known as Holiday Inn Southampton at Herbert Walker Avenue, Southampton
registered at the Land Registry with Good Leasehold Title under Title Number HP187263 which is
presently vested in Holiday Inn (Southampton) Limited (Company No. 4720965). Intra-Group leases: All that leasehold property known as Holiday Inn Southampton at Herbert Walker Avenue, Southampton
as more particularly described in a Lease dated 7 April 2003 made between Holiday Inn (Southampton)
Limited and Six Continents Hotels Limited which is presently vested in InterContinental Hotels
Limited (Company No. 3203484). Property: Holiday Inn Stoke on Trent Reference Number: 68 All that freehold property known as Holiday Inn Stoke on Trent at Clayton Road, Clayton,
Newcastle-Under-Lyme registered at the Land Registry with Title Absolute under Title Number
SF225403 which is presently vested in InterContinental Hotels Limited (Company No. 3203484). Property: Holiday Inn Swindon Reference Number: 69 All that leasehold property known as Holiday Inn Swindon at Marlborough Road, Swindon as more
particularly described in a Lease comprising the Root of Title dated 2 June 1972 made between The
Mayor Aldermen and Burgesses of the Borough of Swindon (1) and Leased Hotels Limited (2) and shown
edged pink on the plan attached thereto which is presently vested in Leased Hotels Limited (Company
No. 955200). 121




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Intra-Group leases: All that leasehold property known as Holiday Inn Swindon at Marlborough Road, Swindon registered at
the Land Registry with Title Absolute under Title Number WT157259 which is presently vested in
InterContinental Hotels Limited (Company No. 3203484). Property: Holiday Inn Taunton Reference Number: 70 All that freehold property known as Holiday Inn Taunton at the North Side of Ilminster Road,
Taunton registered at the Land Registry with Title Absolute under Title Number ST61081 which is
presently vested in Holiday Inn Finance Properties Limited (Company No. 03363702). All that freehold property known as Holiday Inn Taunton at the North Side of Ilminster Road,
Taunton registered at the Land Registry with Title Absolute under Title Number ST57639 which is
presently vested in InterContinental Hotels Limited (Company No. 03203484). Intra-Group leases: All that leasehold property known as Holiday Inn Taunton at the North Side of Ilminster Road,
Taunton registered at the Land Registry with Title Absolute under Title Number ST68466 which is
presently vested in InterContinental Hotels Limited (Company No. 03203484). Property: Holiday Inn Wakefield Reference Number: 71 All that freehold property known as Holiday Inn Wakefield at Wakefield Road, Wakefield, West
Yorkshire registered at the Land Registry with Title Absolute under Title Number WYK93190 which is
presently vested in InterContinental Hotels Limited (Company No. 3203484). Property: Holiday Inn Warrington Reference Number: 72 All that freehold property known as Holiday Inn Warrington at Woolston, Warrington, Cheshire
registered at the Land Registry with Title Absolute under Title Number CH325746 which is presently
vested in InterContinental Hotels Group (UK) Limited (Company No. 719804). Property: Holiday Inn Washington Reference Number: 73 All that freehold property known as Holiday Inn Washington at Emerson, Washington, Sunderland
registered at the Land Registry with Title Absolute under Title Number TY271158 which is presently
vested in InterContinental Hotels Limited (Company No. 3203484). Intra-Group leases: All that leasehold property known as Holiday Inn Washington at Emerson, Washington, Sunderland as
more particularly described in a Lease comprising the Root of Title dated 3 March 1972 made between
Washington Development Corporation (1) and Leased Hotels Limited (2) and shown edged red on the
plan attached thereto which is presently vested in Leased Hotels Limited (Company No. 955200). All that leasehold property known as Holiday Inn, Washington at Emerson, Washington, Sunderland
registered at the Land Registry with Title Absolute under Title Number TY218632 which is presently
vested in InterContinental Hotels Limited (Company No. 3203484). 122




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Property: Holiday Inn York Reference Number: 74 All that leasehold property known as Holiday Inn York at Tadcaster Road, York registered at the
Land Registry with Title Absolute under Title Number NYK182519 which is presently vested in
InterContinental Hotels Limited (Company No. 3203484). Property: Express by Holiday Inn Strathclyde Reference Number: 75 All and Whole that leasehold property known as Express by Holiday Inn Strathclyde on the south west
side of Bellshill Road, Motherwell at Strathclyde Country Park, Hamilton Road, Motherwell ML1 3ED
registered in the Land Register for Scotland under Title Number LAN111552 without exclusion of
indemnity and shown outlined in red on the Title Plan annexed thereto. Intra-Group leases: All and Whole that leasehold property known as Express by Holiday Inn Strathclyde sub leases by the
Sub Lease by IHG (Strathclyde) Limited in favour of Intercontinental Hotels Group (UK) Limited
dated 27 November 2003 and registered 19 August 2004. The Sub Lease was for an initial period of
one year and is currently continuing on tacit relocation. 123




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Schedule 4 Documents in the Agreed Terms Certificates of Title Consolidated Financial Summary Pro forma Deeds of Non-Disturbance for Portfolio Management Agreement, Individual Hotel Management
Agreement and Franchise Agreement Pro forma Franchise Agreement Pro forma Individual Hotel Management Agreement Initial Annual Plan Initial Capital Plan Master Technology Agreement Pro forma Named Assets Summary of Terms Portfolio Management Agreement Pre-Sale Reorganisation paper Pro forma Purchasing Agreement Tax Deed of Covenant Written resignations of the directors and secretary of Group Companies 124




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Schedule 5
Completion Obligations
(Clause 6.2)  1

Sellers Obligations1.1

General ObligationsOn Completion, the Sellers shall deliver or make available to the Purchaser the
following:  1.1.1

evidence that each of the Sellers or the relevant member of the Sellers
Group (as applicable) is authorised to execute the documents listed in paragraph 1.1.2
to 1.1.8 below;1.1.2

the Portfolio Management Agreement duly executed by InterContinental Hotels
Group (Management Services) Limited;1.1.3

Individual Hotel Management Agreements in respect of each of the 13 Hotels
listed in Schedule 1 of the Portfolio Management Agreement duly executed by
InterContinental Hotels Group (Management Services) Limited;1.1.4

Franchise Agreements in respect of each of the 63 Hotels listed in Schedule
1 of the Portfolio Management Agreement duly executed by Six Continents Hotels, Inc.;1.1.5

Individual Hotel Management Agreements in respect of each of the 10 Hotels
listed in Schedule 1 of the Named Assets Summary of Terms in a form reflecting such
Named Assets Summary of Terms duly executed by InterContinental Hotels Group
(Management Services) Limited;1.1.6

duly executed Deeds of Non-Disturbance in respect of each of (i) the
Portfolio Management Agreement; (ii) the Individual Hotel Management Agreements in
respect of each of the 63 Hotels listed in Schedule 1 of the Portfolio Management
Agreements; (iii) the Individual Hotel Management Agreements in respect of each of the
10 Hotels listed in Schedule 1 of the Named Assets Summary of Terms and (iv) the
Franchise Agreements in respect of each of the 63 Hotels listed in Schedule 1 of the
Portfolio Management Agreement;1.1.7

the Purchasing Agreement and Master Technology Agreement duly executed in
respect of each of the Hotels;1.1.8

the Tax Deed of Covenant duly executed by the Sellers;1.1.9

transfers of the Shares duly executed by the registered holders in favour
of the Purchaser or as it may direct accompanied by the relative share certificates (or
an express indemnity in a form satisfactory to the Purchaser in the case of any
certificate found to be missing);1.1.10

the written resignations of each of the directors and secretary of each
Group Companyfrom his office as a director or secretary in the Agreed Terms
to take effect on the date of Completion;1.1.11

such waivers or consents as the Purchaser may require signed by members
of the Companies to enable the Purchaser to be registered as holder[s] of the Shares;1.1.12

the certificates of incorporation, any certificates of incorporation on
change of name, corporate seals (if any), cheque books, statutory and other books of
each 125




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Group Company (duly written up-to-date), the share certificates in respect of each
of the Subsidiaries and transfers of all shares in the Subsidiaries held by nominees
in favour of the Purchaser or as it may direct;  1.1.13

(if the Purchaser so requires) irrevocable powers of attorney (in such
form as the Purchaser may reasonably require) executed by each of the holders of the
Shares in favour of the Purchaser to enable the Purchaser (pending registration of the
relevant transfers) to exercise all voting and other rights attaching to the Shares and
to appoint proxies for this purpose;1.1.14

a certified copy of any power of attorney, under which any document to be
delivered to the Purchaser under this paragraph 1 has been executed;1.1.15

any releases which the parties have obtained under Clause 14.2;1.1.16

certificates of title in relation to the Certificated Properties updated,
reissued and dated as at the Completion Date to reflect matters which have occurred or
have been disclosed since the Certificates of Title but, for the avoidance of doubt, no
conveyancing searches shall be updated;1.1.17

bank statements of all bank accounts of all Group Companies as at the date
of Completion; and1.1.18

the original or copy title deeds and other documents relating to the
Properties as listed in the Data Room other than as set out in Schedule 4 to the
Disclosure Letter.  1.2

Board Resolutions of the Group CompaniesOn Completion, the Sellers shall procure the passing of Board Resolutions of each Group
Company inter alia:  1.2.1

(if so required by the Purchaser) revoking all existing authorities to
bankers in respect of the operation of its bank accounts and giving authority in favour
of such persons as the Purchaser may nominate to operate such accounts;1.2.2

approving the registration of the share transfers referred to in paragraph
1.1.5 of this Schedule subject only to their being duly stamped;1.2.3

accepting the resignations referred to in paragraph 1.1.6 of this Schedule
and appointing such persons (within the maximum number permitted by the Articles of
Association) as the Purchaser may nominate as directors and secretary;1.2.4

changing their accounting reference date to the Completion Date; and1.2.5

changing its registered office in accordance with instructions given by the
Purchaser,  and shall hand to the Purchaser duly certified copies of such Resolutions.2

The Purchasers ObligationsOn Completion, the Purchaser shall deliver or make available to the Sellers:2.1

evidence of the due fulfilment of the condition set out in Clause 4; 126




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2.2

evidence that the Purchaser is authorised to execute this Agreement and the other
documents listed in this paragraph 2;2.3

the Portfolio Management Agreement duly executed by the Purchaser;2.4

Individual Hotel Management Agreements in respect of each of the 63 Hotels listed
in Schedule 1 of the Portfolio Management Agreements duly executed by the Purchaser;2.5

Individual Hotel Management Agreements in respect of each of the 10 Hotels listed
in Schedule 1 of the Named Assets Summary of Terms in a form reflecting such Named Assets
Summary of Terms duly executed by the Purchaser;2.6

the Purchasing Agreement and the Master Technology Agreement duly executed in
respect of each of the Hotels;2.7

The Purchaser undertakes to make all necessary filings with the Registrar of
Companies in relation to each of the matters referred to in paragraph 1 above, within seven
days of the Completion Date. 127




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Schedule 6
Net Current Asset Statement
(Clause 8.1) Part 1
Definitions For the purposes of this Schedule 6: Accruals means the monetary value of all goods and services received by any Group Company before
the Completion Date which have not been paid for by that Company as at 11.00am on the Completion
Date including interest owed by the Group Companies in respect of the Inter-Group Debt Balance, any
wages, salaries, PAYE, VAT, accrued income Tax and rates, holiday pay and employers and employees
NIC accruals for the calendar month in which the Completion Date falls and any amounts in respect
of bonuses for 2004 and prior years and for the period up to Completion in respect of Relevant
Employees, which will be apportioned on a pro-rata basis; Accrued Income means the monetary value of all goods and services provided by any Group Company
before the Completion Date for which revenue has not been received by that Company as at 11.00am on
the Completion Date including interest due to the Group Companies in respect of any amounts
included in calculating the Inter-Group Debt Balance; Appointment Notice means a notice given by SCPLC or the Purchaser, as the case may be, to the
other pursuant to paragraph 4.2 of Part 2 of this Schedule 6, requiring that the draft Net Current
Asset Statement be referred to the Reporting Accountants; Cash means the aggregate amount of cash at the Hotels and the balances in the Group Companies
cash books; Current Guest Accounts means uninvoiced accounts of guests staying at any Property as at
Completion who are booked to remain at that Property after Completion and uninvoiced or invoiced
but unpaid accounts of corporate clients in respect of guests who have stayed at any Property prior
to Completion; Current Guest Deposits means advance deposits and receipts of guests who will be staying at or
using the services provided at any Property following the Completion Date and any sums credited to
corporate client accounts in respect of guests who will be staying at or using the services
provided at any Property following the Completion Date; Debtors means all the book and other debts arising out of or attributable to the operations of
any Group Company as at 11.00am on the Completion Date including Accrued Income, Employee Loans,
Prepayments, rights to repayments of Tax and rates, payments for the surrender of Group Relief and
to receive payment for services rendered before Completion but not invoiced before such date which
shall include that portion of Current Guest Accounts relating to the period prior to Completion
but, for the avoidance of doubt, not including deferred tax, any amount included in calculating the
Inter-Group Debt Balance or any Inter-Group Receivables or any such book or other debts owed by a
Group Company to another Group Company; Deferred Income means all payments received by the Group Companies before the Completion Date
relating to a service to be provided by that Company on or after the Completion Date including any
Current Guest Deposits and Health Club Membership Fees; Draft 2004 Accounts means the draft 2004 accounts of each of the Group Companies respectively in
the Agreed Terms; 128




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Employee Loans means any loan made to an employee, consultant or officer of any Group Company or
any other person who provides services to any Group Company by any member of the Sellers Group,
full details of which are contained in the Disclosure Letter; Group Relief Schedule means the schedule of group reliefs and amounts payable for the financial
years 2004 and 2005 respectively prepared by the Sellers and delivered with the Net Current Asset
Statement; Health Club Membership Fees means all membership fees paid to the Group Companies by members of
the health club located at any Property and run by any such company which relate to the period of
membership following the Completion Date; Inter-Group Payables means all indebtedness due at Completion from the Group Companies to the
Sellers Group (excluding any amount included in calculating Inter-Group Debt) and including any
trading debt or liabilities arising in the ordinary course owed by the Group Companies to a member
of the Sellers Group as at close of business on the Completion Date; Inter-Group Receivables means all indebtedness due at Completion from the Sellers Group to the
Group Companies (excluding any amount included in calculating Inter-Group Debt) and including any
trading debt or liabilities arising in the ordinary course owed by a member of the Sellers Group
to the Group Companies as at the close of business on the Completion Date; Long-Term Liabilities means any long-term liabilities of the Group Companies at Completion
(as determined in accordance with this Schedule 6) but excludes any deferred tax, contingent
liabilities or provisions; Prepayments means all prepayments made by the Group Companies before the Completion Date which
relate to a supply to any such company of goods and/or services to be provided on or after the
Completion Date; Provisions means any provision of a Group Company which is required to be made at Completion in
accordance with the policies set out in paragraph 1 of Part 3 of this Schedule and which, for the
avoidance of doubt, has not been taken account of in Net Current Assets; Purchasers Disagreement Notice means a notice given by the Purchaser to the Sellers in the
manner set out in Clause 14.16 pursuant to paragraph 4.1 stating that the draft Net Current Asset
Statement does not comply with the provisions of this Schedule 6; Reporting Accountants means KPMG or, if that firm is unable or unwilling to act in any matter
referred to them under this Agreement, a firm of Chartered Accountants to be agreed by the Sellers
and the Purchaser within five Business Days of a notice by one to the other requiring such
agreement or failing such agreement to be nominated on the application of either of them by or on
behalf of the President for the time being of the Institute of Chartered Accountants in England and
Wales; Sellers Disagreement Notice means a notice given by SCPLC to the Purchaser in the manner set out
in Clause 14.16 pursuant to paragraph 4.2 stating its reasons for disagreement with the Purchasers
Disagreement Notice; Stock means all stock of unconsumed foodstuffs, soft drinks, beers, wines, spirits and other
alcohol and tobacco products, bottles, cases, pallets, unused consumable items and consumable
stores, health and beauty treatment products, light equipment and accessories still listed on the
inventory, fuel, cleaning materials, stationery and maintenance supplies whether opened or unopened
and all other items which have prior to the date hereof, in the ordinary course, been regarded as
stock which are unused, owned beneficially by any Group Company and held at any 129




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Property at Completion excluding any items of stock which are unsaleable, unusable, spoilt or out
of date; Stock Statement means the statement of the aggregate value of the Stock at each of the Hotels as
shown in the Management Accounts of each of the Hotels as at 31 January 2004, to be prepared by
SCPLC in accordance with Clause 8.1 and this Schedule; Trade Creditors means all indebtedness of the Group Companies as at 11.00am on the Completion
Date including, without limitation, creditors (including members of the Sellers Group),
overdrafts, monies held on account, bills of exchange, Tax, obligations to make payments for the
surrender of Group Relief, Accruals, and Deferred Income but excluding, for the avoidance of doubt,
deferred tax, any amounts included in calculating the Inter-Group Debt Balance, Inter-Group
Payables and any indebtedness owed to a Group Company to another Group Company. 130




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Part 2Determination and Confirmation of Net Current Assets, Long-Term Liabilities and Provisions  1

Stock StatementSCPLC shall on the Completion Date produce the Stock Statement as at 11.00am on the
Completion Date as agreed with the Purchaser.2

Submission of the Net Current Asset Statement2.1

Net Current Asset StatementSCPLC shall use its reasonable endeavours to procure that, as soon as practicable
following the date on which the audited accounts for each of the Group Companies for the
financial period ending on the Completion Date have been produced but in any event no later
than 90 Business Days after the Completion Date, it prepares and delivers to the Purchaser
the draft Net Current Asset Statement for each Company and in aggregate, as at the
Completion Date:  2.1.1

including the value of the Stock as set out in the Stock Statement
determined in accordance with this Schedule 6;2.1.2

in accordance with the principles and methodology set out in Part 3 of this
Schedule 6;2.1.3

in the format of the pro forma Net Current Asset Statement set out in Part
4 of this Schedule 6;2.1.4

including the Group Relief Schedule; and2.1.5

including any Long-Term Liabilities and Provisions.  3

Access to InformationIn order to allow SCPLC to prepare, and the Purchaser to review, the Net Current Asset
Statement:3.1

the Purchaser shall:  3.1.1

keep up-to-date and make available to SCPLC and its representatives its
books and records relating to the Group Companies (with the right to take copies at
SCPLC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;3.1.2

insofar as it is reasonable to do so, make available the services of the
employees of the relevant Group Companies to assist SCPLC and its representatives to
undertake the matters contemplated by this paragraph 3; and3.1.3

provide or ensure the provision of all other information and assistance
which may reasonably be requested by SCPLC.  3.2

SCPLC 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 131




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representatives subject to the
Purchaser providing or procuring the
provision of any hold harmless
undertaking that SCPLCs accountants
may require.  4

Preparation4.1

Within 60 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 for each Company and in aggregate shall become
the Net Current Asset Statement and shall be final and binding on the parties for all
purposes.4.2

If the Purchaser gives a Purchasers Disagreement Notice, SCPLC 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 SCPLC of the
Purchasers Disagreement Notice. If SCPLC does not serve such a valid Sellers Disagreement
Notice, the draft Net Current Asset Statement for each Company and in aggregate 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. Within a
further 10 Business Days, SCPLC and the Purchaser shall attempt in good faith to reach
agreement in respect thereof and if they are unable to do so then either SCPLC 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 SCPLC and its
accountants access to the Purchasers accountants working papers and files (with the right to
take copies at SCPLCs expense) and personnel which or who are relevant to the review of the
Purchasers Disagreement Notice by SCPLC or its accountants subject to the Sellers providing
or procuring the provision of any hold harmless undertaking that the Purchasers accountants
may require. If an Appointment Notice is served, the Reporting Accountants shall be engaged
jointly on the terms set out in this Part 2; provided that neither SCPLC nor the Purchaser
shall unreasonably refuse its agreement to terms proposed by the Reporting Accountants or the
other party.4.3

Except to the extent that the parties agree otherwise, the Reporting Accountants
shall determine their own procedure but:  4.3.1

apart from procedural matters and as otherwise set out in this Agreement
shall determine only:  (i)

whether any of the arguments for an alteration to the draft Net
Current Asset Statement put forward in the Sellers Disagreement Notice or the
Purchasers Disagreement Notice is correct in whole or in part; and(ii)

if so, what alterations should be made to the draft Net Current
Asset Statement in order to correct the relevant inaccuracy in it;  4.3.2

shall apply the accounting policies, principles, practices, terms and
conditions, methods and bases referred to in this Schedule 6;4.3.3

shall make their determination pursuant to paragraph 4.3.1 above as soon as
is reasonably practicable;4.3.4

the procedure of the Reporting Accountants shall: 132




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(i)

give the parties a reasonable opportunity to make written and
oral representations to them;(ii)

require that the parties supply each other with a copy of any
written representations at the same time as they are made to the Reporting
Accountants;(iii)

permit each party to be present while oral submissions are
being made by any other party;  4.3.5

for the avoidance of doubt, the Reporting Accountants shall only address
and resolve differences of the parties and shall not otherwise be entitled to determine
the scope of their own jurisdiction; and4.3.6

there is no presumption that the treatment of any matter in dispute should
or should not be changed from that in 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.  4.4

The determination of the Reporting Accountants pursuant to paragraph 4.3.1 shall
(i) be made in writing and sent to the parties at such time as they shall determine and (ii)
unless otherwise agreed by the parties, include reasons for each relevant determination.4.5

The Reporting Accountants shall act as experts and not as arbitrators and their
determination of any matter falling within their jurisdiction shall be final and binding on
the parties save in the event of manifest error (when the relevant part of their determination
shall be void and the matter shall be remitted to the Reporting Accountants for correction).
In particular, without limitation, their determination shall be deemed to be incorporated into
the draft Net Current Asset Statement for each Company and in aggregate, which, as adjusted,
shall then be final and binding on the Sellers and the Purchaser save as aforesaid.4.6

The parties shall co-operate with the Reporting Accountants and comply with their
reasonable requests made in connection with the carrying out of their duties under this
Agreement. In particular, without limitation, (i) the Purchaser shall keep up to date and,
subject to reasonable notice, make available to SCPLC, SCPLCs representatives and the
Reporting Accountants its books and records relating to the relevant Group Companies during
normal office hours during the period from the appointment of the Reporting Accountants down
to the making of the relevant determination and (ii) during such period SCPLC shall and shall
procure that its representatives shall subject to the Purchaser providing or procuring the
provision of any hold harmless undertaking that SCPLC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.4.7

Subject to paragraph 4.9, nothing in this paragraph 4 shall entitle a party or the
Reporting Accountants access to any information or document which is protected by legal
professional privilege, or which has been prepared by the other party or its accountants and
other professional advisers with a view to assessing the merits of any claim or argument. 133




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4.8

A party shall not be entitled by reason of paragraph 4.9 to refuse to supply such
part or parts of documents as contain only the facts on which the relevant claim or argument
is based.4.9

Each party shall, and shall procure that its accountants and other advisers shall,
instruct the Reporting Accountants to keep all information and documents provided to them
pursuant to this paragraph 4 confidential and shall not use the same for any purpose, except
for disclosure or use in connection with the preparation of the Net Current Asset Statement,
the proceedings of the Reporting Accountants or another matter arising out of this Agreement
or in defending any claim or argument or alleged claim or argument relating to this Agreement
or its subject matter. 134




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Part 3
Accounting policies to be adopted in the Net Current Asset Statement  1

Preparation of ValuationThe Net Current Asset Statement and any element of it shall be prepared in accordance
with the policies that are referred to, and in the order of priority shown, in this
paragraph 1:1.1

in accordance with the provisions of this Part 3 of Schedule 6;1.2

save to the extent inconsistent with or contradictory to paragraph 1.1, on a basis
consistent with the Audited Accounts, using the same accounting principles, policies and
practices, and in accordance with the law and applicable standards, principles and practices
generally accepted in the United Kingdom as if they were statutory accounts required to be
prepared under the Companies Acts;1.3

notwithstanding paragraph 1.2 above the Net Current Asset Statement will reflect
the change in group policy made in 2004 so as to recharge to group subsidiaries the
attributable proportion of all pensions contributions made to the InterContinental Hotels UK
Pension Plan on their behalf, and any unpaid liability arising from such recharge will be
reflected in the Net Current Asset Statement. No prepayment will be recognised in respect of
such pensions recharges;1.4

save to the extent inconsistent with or contradictory to paragraphs 1.1 to 1.3, in
accordance with GAAP as at the Completion Date; and1.5

shall exclude the Inter-Group Debt Balance.2

Specific Accounting Policies2.1

The Net Current Asset Statement for each Company and in aggregate shall be drawn up
on a going concern basis as at close of business on the Completion Date and the relevant
assets and liabilities shall, subject to this Part 3, be as set out in the audited accounts of
each of the Group Companies for the period ended on the Completion Date. No account shall be
taken of events taking place or information becoming available after the date the Sellers
deliver the draft Net Current Asset Statement to the Purchaser pursuant to paragraph 2.1 of
Part 2 above.2.2

The Net Current Asset Statement will exclude any effects of the change of control
or ownership of the Group contemplated by this Agreement. Where judgement is required in
determining the value of assets and liabilities, the Net Current Asset Statement should
reflect the normal practices adopted in the Audited Accounts and subject thereto will reflect
the decisions of the management of the Group up to and including the Completion Date and not
those of the management of the Group or the Purchaser after that date.3

Cash, Stock and Debtors, Deferred Income and Prepayments3.1

Doubtful debtsDoubtful debt provisions will be included applying consistent principles to those used
in the Audited Accounts. 135




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3.2

DebtorsAll Debtors of the Group Companies as at the Completion Date shall be included.3.3

Stock not includedAny items of Stock which are unsaleable, unusable, spoilt or out of date shall be excluded
from the Stock.3.4

Deferred Income and PrepaymentsDeferred Income and Prepayments will be apportioned on a time basis in relation to the
period to which the Deferred Income or the Prepayment relates, as at 11.00am on the
Completion Date.3.5

CashCash shall be determined by reference to the cash book balance used by the Group Companies
as opposed to the Group Companies bank statement balance and shall include any Cash held at
the relevant Property.4

Current Liabilities4.1

TaxTo recognise either an asset or a liability for Taxation (as appropriate), provision
shall be made to reflect any asset or liability for Taxation (as appropriate) arising on
activities in the accounting period ending on the Completion Date but allowing for the
effect of such Group Relief surrender as the Sellers shall specify in the Group Relief
Schedule.4.2

Inter-company trading amounts so far as they are solely between Group Companies
shall be nil at the Completion Date.4.3

All Trade Creditors of the Group Companies as at the Completion Date shall be included.4.4

Deferred tax shall not be treated as a current liability.5

AggregationEach entry shall be the aggregate of the separate amounts in respect of any heading for each
of the Group Companies.6

Group Relief ScheduleThe Group Relief Schedule shall show the amounts to be taken into account in the preparation
of the Net Current Asset Statement for the accounting periods ending after 31 December 2003
(the Current Periods) in respect of:  6.1.1

surrenders of Group Relief by Group Companies to other Group Companies and
to the Sellers Group;6.1.2

surrenders of a Group Relief by companies in the Sellers Group to Group
Companies; and6.1.3

liability to make payments and right to receipts in respect of such
surrenders to be taken into account in the calculation of Debtors and Trade Creditors; 136




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6.1.4

and the Net Current Asset Statement shall be prepared on the basis that the
specified surrenders are made. The Group Relief Schedule shall in addition be deemed to
incorporate all surrenders of group relief already made at Completion in respect of
accounting periods ended on or before 31 December 2003 (the Past Periods) but the Net
Current Asset Statement will be prepared on the basis that there are no outstanding
liabilities or debtors in respect of group relief for Past Periods to be included in
the Group Relief Schedule. For the purposes of this paragraph 6 and Clause 8 of the Tax
Deed of Covenant, Sellers Group shall be defined as in Clause 1.2 of the Tax Deed.  7

Long-Term LiabilitiesLong-Term Liabilities shall, for the avoidance of doubt, exclude any deferred tax and
provisions. 137




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Part 4
Pro forma Net Current Asset Statement Pro forma Net Current Asset Statement in respect of the Net Current Assets Amount Asset/Liability
    
    Amount (£)
    
    
    Amount (£)Current AssetsDebtors
    
    
    lInter-Group Receivables
    
    
    
    
    
    
    lStock
    
    
    lCash
    
    
    lLessCurrent LiabilitiesTrade Creditors
    
    
    (l
    )Inter-Group Payables
    
    
    
    
    
    
    (l
    )Net Current Assets/(Liabilities) Amount
    
    
    
    
    
    
    lLessLong-Term Liabilities (if any)
    
    
    
    
    
    
    (l
    )Provisions (if any)
    
    
    
    
    
    
    (l
    )Total
 138




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Schedule 7
Warranties given by the Sellers
(Clause 9)  1

Corporate Information1.1

The Shares and the Group Companies  1.1.1

Each 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 comprise the whole of the issued and allotted share capital of
the Companies, have been properly and validly issued and allotted and are each fully
paid.1.1.3

A 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 other than 1 ordinary share in Holiday Inn (Reading) Limited in respect of
which the registered holder is InterContinental Hotels Group Limited.1.1.4

The shares in the Subsidiaries comprise the whole of the issued and
allotted share capital of the Subsidiaries, have been properly and validly issued and
allotted and each are fully paid.1.1.5

No person has the right (whether exercisable now or in the future and
whether contingent or not) to call for the allotment, conversion, issue, registration,
sale or transfer, amortisation or repayment of any share capital or any other security
giving rise to a right over, or an interest in, the capital of any Group Company under
any option, agreement or other arrangement (including conversion rights and rights of
pre-emption).1.1.6

The Shares and the shares in the Subsidiaries have not been and are not
listed on any stock exchange or regulated market.1.1.7

No Group Company has any interest in, or has agreed to acquire, any share
capital or other security referred to in paragraph 1.1.5 of this Schedule 7 of any
other company (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.1.1.8

No Group Company has, outside its country of incorporation, any branch or
permanent establishment.1.1.9

In the last three years, no Group Company has given any financial
assistance in connection with the acquisition of shares which assistance is prohibited
under sections 151 to 158 (inclusive) of the Companies Act 1985.1.1.10

In the last three years, all dividends or distributions declared, made or
paid by any Group Company have been declared, made or paid in accordance with its
memorandum and articles of association and the applicable provisions of the Companies
Acts. 139




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1.1.11

The particulars contained in Schedule 2 are true and accurate.  1.2

Insolvency etc.  1.2.1

No Group Company is insolvent whether as defined by Section 123 of the
Insolvency Act 1986 or otherwise unable to pay its debts as they fall due.1.2.2

No administrator, receiver (including an administrative receiver) or
liquidator has been appointed in respect of the whole or any part of the assets or
undertaking of the Group, and no petition has been presented in relation to such assets
and undertaking.1.2.3

There are no proceedings other than those referred to in paragraph 1.2.2 of
this Schedule 7 in relation to any compromise or arrangement with creditors or any
winding up, bankruptcy or other insolvency proceedings concerning any Group Company
and, so far as the Sellers are aware, no events have occurred which, under applicable
laws, would justify such proceedings.1.2.4

No member of the Sellers Group nor any Group Company has received any
notice of an intention to appoint an administrator by a qualifying floating charge held
(as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986).1.2.5

So far as the Sellers are aware, no steps have been taken to enforce any
security over any assets of any Group Company and no event has occurred to give the
right to enforce such security.  1.3

Constitutional Documents, Corporate Registers, Minute Books and Powers of Attorney  1.3.1

The constitutional documents of the Group Companies in the Data Room are
true and accurate copies of the constitutional documents of the Group Companies and
complete in all material respects and, so far as the Sellers are aware, there have not
been and are not any breaches by any Group Company of its constitutional documents
which would have a material adverse effect on the business of the Group.1.3.2

The registers and minute books required to be maintained by each Group
Company under the laws of England and Wales (and including Centre Hotels (Cranston)
Limited):  (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 statutory books referred to in paragraph 1.3.2 are in the
possession (or under the control) of the relevant Group Company and no notice that any
of them is incorrect and should be rectified has been received.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 140




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England and Wales (or Scotland in respect of Centre Hotels (Cranston) Limited) have
been duly delivered or made on a timely basis.  1.3.5

Other than as listed in Schedule 2 of the Disclosure Letter, there are no
powers of attorney nor other authority to bind or commit any Group Company to any
obligation not in the ordinary course of the relevant Group Companys business in force
given by any of the Group Companies to any person who is not a director or employee of
a Group Company.  2

Audited Accounts2.1

Latest Audited AccountsThe audited accounts of the Group Companies for the financial period ended on the
Accounts Date:  2.1.1

have been prepared in accordance with applicable law and with the
accounting principles, standards and practices generally accepted at the Accounts Date;2.1.2

subject to paragraph 2.1.1, have been prepared on a basis consistent, in
all material respects, with that adopted in preparing the audited accounts of such
Group Companies for the previous two financial years; and2.1.3

make proper provision or reserve for all bad and doubtful debts,  so as to give a true and fair view of the state of affairs of the Group Companies at the
Accounts Date and of the profits or losses for the period concerned.2.2

Management Accounts and Consolidated Financial Summary  2.2.1

The Management Accounts and the Consolidated Financial Summary have been
prepared with due care materially in accordance with the Group Accounting Policies
applied on a consistent basis;2.2.2

the profits and losses of the Hotels for the relevant period as shown in
the Consolidated Financial Summary before the pro-forma adjustments set out in such
Summary are materially accurate; and2.2.3

excluding the Properties and any Property-related adjustments, the Draft
2004 Accounts of the Group Companies setting out the assets and liabilities of the
Group as at 31 December are materially accurate, it being acknowledged that such
balances are in draft form and subject to final audit;2.2.4

the aggregate reserves of the Group Companies as at 31 December 2004, as
adjusted for the impact of the Pre-Sale Reorganisation but excluding any adjustment for
impairment charges in respect of fixed assets, are not less than £300 million,  it being acknowledged (i) that the Management Accounts have been prepared for internal
purposes only and have not been audited; (ii) that the Management Accounts are interim
accounts where cut-off and closing procedures are usually not performed to the same standard
as for year-end accounts and where income and expenses may not be fully reflected in the
Management Accounts relating to the period in which they were incurred and (iii) that the
Consolidated Financial Summary is extracted from the management 141




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accounts of the Hotels for the relevant period (which have been prepared on the same basis
as the Management Accounts) and has not been audited.2.3

Since the Accounts DateSince the Accounts Date and up to the date hereof:  2.3.1

the business of the Group has been carried on as a going concern in the
ordinary course, without any material interruption or material alteration in its
nature, scope or manner and specifically, on a Hotel by Hotel basis, there has been no
material diminution in expenditure with respect to sales and marketing, repair and
maintenance, IT and payroll that has had a material adverse effect on the overall
profitability of the business of the relevant Hotel;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. For these purposes a
material capital commitment is one involving capital expenditure of over £1,000,000 for
Hotels with more than 120 rooms or £500,000 for any other Hotels, in each case
exclusive of VAT;2.3.3

no Group Company has declared, made or paid or agreed to declare, make or
pay any dividend or other distribution of profits or assets to the Sellers;2.3.4

no Group Company has issued or agreed to issue any share or loan capital or
any other security 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; and2.3.6

save as disclosed in the Data Room in section 04 and sub-sections 02-10 in
the Capital Reduction and Restructuring Documentation section for any Group Company in
the second round data room and section 02 for any Group Company in the data room, no
shareholder resolutions of any Group Company have been passed other than resolutions
relating to ordinary business at any Annual General Meeting.  3

Financial Obligations3.1

Details of all outstanding guarantees, indemnities, mortgages, charges, pledges,
liens, assignments, suretyship or other security agreement or arrangement given other than in
the ordinary course of business:  3.1.1

by any Group Company; or3.1.2

for the benefit of any Group Company,  in excess of £500,000 are disclosed in the Data Room.3.2

No Group Company has any outstanding or available financial facilities (which for
the avoidance of doubt shall exclude any operating leases in the ordinary course) owed to or
made available by any person which is not a Group Company or a member of the Sellers Group. 142




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4

Properties4.1

General  4.1.1

The Properties comprise all the land and buildings owned, leased, in the
possession of or occupied by a member of the Group.4.1.2

The Group Company named in Schedule 3 as owner of a Property is the sole
legal and beneficial owner of and beneficially entitled to the whole of the proceeds of
sale of that Property.4.1.3

The information contained in Parts 1 and 2 of Schedule 3 as to the tenure
of the Properties and the details set out therein are true and accurate.4.1.4

No member of the Group has any actual or contingent liability in respect of
any estate or interest in property whether arising as original tenant, assignee,
guarantor or otherwise howsoever other than in respect of the Properties or any
properties forming part of the Pre-Sale Reorganisation.4.1.5

No works have been carried out since 4 April 2001 which might result in a
material revision of the current rateable value of any of the Properties.  4.2

Certificated Properties  4.2.1

The Sellers have provided to the Sellers Lawyers and Wright Johnston &
Mackenzie all documents relating to the Certificated Properties of which they have
knowledge together with such other information in their possession as is material for
the purposes of giving the Certificates of Title.4.2.2

To the best of the knowledge, information and belief of the Sellers, the
information contained in the Certificates of Title is complete and accurate in all
respects.  4.3

Uncertificated Properties  4.3.1

The written replies supplied by the Sellers Lawyers and Wright Johnston &
Mackenzie to the pre-contract standard enquiries in respect of the Uncertificated
Properties are in all material respects true, accurate and not misleading and where
those replies are qualified by reference to the awareness, knowledge, information or
belief of the Sellers, are correct to the standard referred to in Clause 9.1.4. Where
those replies are qualified by reference to significance or materiality, then the level
of significance or materiality is £500,000 per item. Such replies would still be the
same if those enquiries were repeated at the date of this Agreement.Possession and occupation4.3.2

A member of the Group is in actual occupation and possession of the whole
of each of the Uncertificated 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 Uncertificated
Properties.Title4.3.3

There is no financial charge, standard security, mortgage or other security
interest (save for rent charges, if any) in or over or affecting any of the
Uncertificated Properties. 143




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4.3.4

No Uncertificated Properties are affected by a subsisting contract for
sale.4.3.5

Save as disclosed in the Property section (section 3 of the second round
Data Room, section 4 of the Data Room and section 4 of the property information pack)
of the Data Room only, no Uncertificated Properties are affected by a subsisting
pre-emption right or option to enter into a contract for sale, the provisions of which
remain to be performed.4.3.6

A member of the Group has in its possession or unconditionally held to its
order all the original documents of title and other documents and papers relating to
the Uncertificated Properties.4.3.7

There are no insurance policies relating to any question of title affecting
any of the Uncertificated Properties.Insolvency4.3.8

No member of the Group is aware of any circumstances which could render any
transaction relating to such member of the Groups title to any Uncertificated Property
liable to be set aside under the provisions of insolvency legislation.Notice of breach of encumbrances4.3.9

No member of the Group has received written notice of any breach of any
covenants, obligations, title conditions, restrictions, stipulations, easements,
servitudes or other matters set out or referred to in the deeds and documents relating
to the Uncertificated Properties which notice remains outstanding.4.3.10

None of the Uncertificated Properties are subject to any liability for the
payment of any outgoings relating to property ownership of a recurring nature except
uniform business rates, water rates, sewerage charges, insurance premiums and other
similar charges (all of which are paid up to date and no such payments are in dispute)
and in the case of leaseholds, rent, insurance rent and service charge.Adverse rights4.3.11

So far as the Sellers are aware, no one is in adverse possession of any
Uncertificated Properties.4.3.12

So far as the Sellers are aware, no third party has given written notice
to any member of the Group alleging that it has acquired any rights adversely affecting
any of the Uncertificated Properties which notice remains subsisting.Notices4.3.13

No notices materially affecting any property matter in respect of the
Uncertificated Properties have been given by any member of the Group and no such
notices have been received by any member of the Group the subject matter of which would
have a material adverse effect on the continued use of the Uncertificated Property as a
hotel together with leisure facilities and other ancillary uses if so used at the date
of this Agreement.Planning4.3.14

So far as the Sellers are aware, during the period of: 144




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(i)

four years immediately prior to the date of this Agreement no
development at the Uncertificated Properties has been undertaken in breach of
the Planning Acts; and(ii)

ten years immediately prior to the date of this Agreement no
material change of use at the Uncertificated Properties has been undertaken in
breach of the Planning Acts.  4.3.15

No application for planning permission in relation to any of the
Uncertificated Properties is awaiting determination and no planning decision or deemed
refusal is the subject of any appeal nor has been granted within six months prior to
the date of this Agreement.4.3.16

No written notice has been received which remains outstanding in relation
to any compulsory purchase notice, order, proposal, scheme or resolution affecting any
of the Uncertificated Properties or any access to any of them.4.3.17

So far as the Sellers are aware, there are no outstanding obligations on
any Group Company pursuant to any agreement affecting an Uncertificated Property made
pursuant to Section 106 of the Town and Country Planning Act 1990 (or Section 75 of the
Town and Country Planning (Scotland) Act 1997), Section 38 of the Highways Act 1980 (or
Section 48 of the Roads (Scotland) Act 1984) or Section 33 of the Local Government
(Miscellaneous Provisions) Act 1982.Leasehold Properties4.3.18

In relation to such of the Uncertificated Properties as are leasehold:  (i)

no collateral assurances, undertakings or concessions have been
made in writing, so as to be legally enforceable, by any party to the Leases;(ii)

so far as the Sellers are aware, no undocumented collateral
assurances, undertakings or concessions have been made by any party to the
Leases;(iii)

the last instalments of rent, additional rent, service charge
(if any) and of all other payments due under such Leases respectively have been
paid and were accepted by the landlord or its agents without qualification and
no such payments are in dispute;(iv)

all steps in rent reviews have been duly taken and no rent
reviews are or should be currently under negotiation or the subject of a
reference to an expert or arbitrator (or arbiter in Scotland) or the Courts;(v)

no written notice alleging any breach of the covenants (or
obligation) contained in the Lease, whether on the part of the landlord or the
tenant, remains outstanding; and(vi)

no notice of forfeiture under Section 146 of the Law of
Property Act 1925 or (in Scotland) formal lease irritancy warning notice, has
been served on any Group Company.Material Letting Documents  4.3.19

In relation to any Material Letting Documents:  (i) 145




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(a)

no collateral assurances, undertakings or
concessions have been made in writing, so as to be legally enforceable,
by any party to the Material Letting Documents and no surety or tenant
or licensee has been expressly released from any obligation;(b)

so far as the Sellers are aware, no
undocumented collateral assurances, undertakings or concessions have
been made by any party to the Material Letting Documents;  (ii)

all rent, additional rent, service charges or other payments
under the Material Letting Documents have been paid to date and no rent has
been commuted, waived or paid in advance of the due date for payment and no
such payment is in dispute;(iii)

all steps in rent reviews have been duly taken and no rent
reviews are or should be currently under negotiation or the subject of a
reference to an expert or arbitrator (or arbiter in Scotland) or the Courts;(iv)

no written notice alleging any breach of any covenant (or
obligation) or condition contained in the Material Letting Documents, whether
on the part of the landlord or the tenant, remains outstanding;(v)

so far as the Sellers are aware, there has been no sub-letting,
parting with possession or sharing of occupation by any tenant who occupies any
part of the Uncertificated Properties under the Letting Documents; and(vi)

no notices under Sections 25 or 26 of the Landlord and Tenant
Act 1954 have been served or received in relation to any Material Letting
Documents at any Uncertificated Property.  Disputes4.3.20

There are no current material disputes, actions, claims or demands between
a Group Company and any adjoining or neighbouring owner:  (i)

with respect to any boundary walls and fences or with respect
to any easement, right or means of access to any of the Uncertificated
Properties or their current use and occupation; or(ii)

in relation to any property neighbouring an Uncertificated
Property or the current use or occupation of such neighbouring property;  and so far as the Sellers are aware none are anticipated.Title documents4.3.21

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 Group to any of the
Uncertificated 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, engineering or other works in progress
nor are there any individual contracts in respect of which the Group or a member of the
Sellers Group continue to have obligations in each case with an individual contract
value in excess of £1,000,000. 146




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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 since 4 April
2001 (save in respect or in the case of the two Certificated Properties known as Crowne
Plaza London Heathrow and Holiday Inn London Kensington Forum only, the last six years
immediately prior to the date of this Agreement).4.4.3

In this paragraph 4.4.3, the expression Construction Documentation shall
mean building contracts relating to the Properties (i) in respect of which a
certificate of practical completion has been issued since 4 April 2001 (save in respect
of the two Certificated Properties known as Crowne Plaza London Heathrow and Holiday
Inn London Kensington Forum, where the last six years immediately prior to the date of
this Agreement shall apply) and/or (ii) relating to works in progress and Relevant
Claim shall mean a written claim the value of which is in excess of £500,000.In respect of the Construction Documentation there are no outstanding:  (i)

Relevant Claims for financial compensation, extension of time
or variation; or(ii)

Relevant Claims against any member of the Sellers Group or the
Group by any counterparty to the Construction Documentation alleging failure by
the relevant member of the Sellers Group or Group 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.  4.4.4

As at the date of this Agreement there are no construction works being
undertaken by or on behalf of any Group Company at a Property, where the contract value
of such works exceeds 10 per cent. of the net book value of the relevant Property as at
the Accounts Date.4.4.5

The planned programme for works pursuant to the Disability Discrimination
Act 1995 as set out in document 07 in the Group Information section of the property
information pack IHGs UK DDA policy, summary of works and status, document 51 002
DDA progress summary in the Portfolio Information section of the second round data
room, document 51 003 DDA Audits  stage 3 status summary in the Portfolio
Information section of the second round Data Room and item 03 011 for each Hotel Stage
2 DDA Audits in the second round Data Room in the Data Room has been adhered to.  5

Ownership of AssetsAll assets included in the Audited Accounts or acquired by any of the Group Companies
since the Accounts Date, other than the Properties, and any assets disposed of or realised
in the ordinary course of business, and excepting rights and retention of title arrangements
arising by operation of law in the ordinary course of business:  5.1.1

are owned by the Group Companies; 147




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5.1.2

are, where capable of possession, in the possession or under the control of
the relevant Group Company; and5.1.3

none of such assets is the subject of an Encumbrance or the subject of any
factoring arrangement, conditional sale or credit agreement.  6

Information Technology, Data Protection and Intellectual Property6.1

For the purposes of this paragraph 6:Data Protection Legislation means the Data Protection Act 1998 and any subordinate
legislation or orders made under that Act;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 rights and interests held by any of the Group
Companies in Intellectual Property (whether as owner, licensee or otherwise) which at or
immediately before Completion is used in relation to the Group and which is material to the
business of the Group; andRetained IT means Information Technology owned by, or licensed to, the Sellers Group.Information Technology6.2

Each of the Group IT is owned by or licensed to the relevant Group Company.6.3

All arrangements relating to, and licences of, Group IT which is material to the
business of the Group are summarised in the Data Room and:  6.3.1

are in full force and effect, no notice having been given by either side to
terminate them;6.3.2

no circumstances exist or have existed which would entitle a party to
terminate them, vary them and/or make a claim for money or a money equivalent in
respect of them; and6.3.3

so far as the Sellers are aware the obligations of the parties thereto have
been fully complied with,  and no disputes, claims or proceedings have arisen or are foreseeable in respect of those
arrangements and licences.6.4

There are, and in the past two years there have been, no performance reductions or
breakdowns of, or logical or physical intrusions to, any Information Technology or loss of
data which have had (or are having) a material adverse effect on the business of the Group and
the Sellers are not aware of any fact or matter (including, but not limited to, a change of
control of any of the Group Companies) which may give rise to such a material adverse effect.6.5

The Group Companies have in place procedures which are in accordance with current
good industry practice: 148




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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

In the last two years each Group Company has complied in all material respects
with all applicable requirements of any Data Protection Legislation.6.7

In the last two years no notice alleging non-compliance with the 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.6.8

In the last two years no undertaking has been made in relation to Data Protection
Legislation by any Group Company to any relevant regulator.6.9

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

So far as the Sellers are aware, all the Material Intellectual Property (whether
registered or not) and all pending applications therefor are (or where appropriate in the case
of pending applications, will upon registration be) legally owned by, licensed to or used
under the authority of the owner by the Group Companies.7

Contracts7.1

ContractsOther than as disclosed in the Data Room, no Group Company is a party to or subject to
any contract, transaction, arrangement, understanding or obligation (other than in relation
to any property, property lease or contract of employment) which is material to the business
of the Group and which:  7.1.1

is not in the ordinary course of business;7.1.2

is not on an arms length basis;7.1.3

is of a long-term nature, that is unlikely to have been fully performed, in
accordance with its terms, more than 12 months after the date on which it was entered
into or undertaken;7.1.4

restricts its freedom to carry on its business in any part of the world in
such manner as it thinks fit so as to have a material adverse effect on the Group; or7.1.5

involves the supply of goods and/or services on terms under which
retrospective or future discounts, price reductions or other financial incentives are
given, the aggregate sales value of which (exclusive of VAT) will be more than 5 per
cent of turnover of the business of the Group (exclusive of VAT) for the preceding
financial year. 149




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7.2

Compliance with ContractsSo far as the Sellers are aware:  7.2.1

the terms of all contracts referred to in paragraph 7.1 above have been
complied with in all material respects by the relevant Group Companies; and7.2.2

as at the date hereof, no notice of termination or of intention to
terminate has been received in respect of any contract referred to in paragraph 7.1
above and, so far as the Sellers are aware, there are no grounds for termination,
rescission, avoidance or repudiation of any such contract; and7.2.3

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 three years, together with details of any material actual or
contingent liabilities that the Sellers are aware of in connection with any such
disposal or acquisition, are contained in the Disposal Agreements section and the
Capital Reduction and Restructuring Documentation section of the second round 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 existing contracts or arrangements material to the business of
the Group 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 commercial terms
in the ordinary course of business.7.4.2

No Group Company is party to any contract nor is there any outstanding
indebtedness (actual or contingent) material to the business of the Group with any
current or former employee or current or former director or officer of any such Group
Company or any person connected (within the meaning of section 839 of the Income and
Corporation Taxes Act 1988) with any of such persons, or in which any such person as
aforesaid is interested (whether directly or indirectly), other than on normal
commercial terms in the ordinary course of business.  8

Employees and Employee Benefits8.1

Employees and Terms of Employment  8.1.1

The Disclosure Letter contains accurate details, in relation to each Hotel
at the date of this Agreement, of:  (i)

the name of each person who is a director of a Group Company;(ii)

the total number, salary and other benefits, of Relevant
Employees;(iii)

the salary and other benefits, period of continuous
employment, location and age of each Significant and Senior Employee; 150




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(iv)

specimen terms and conditions of each category of Relevant
Employee;(v)

the length of notice which must be given by the relevant Group
Company to terminate the contract of employment of each Significant Employee;(vi)

all employment handbooks relating to any of the Relevant
Employees;(vii)

so far as the Sellers are aware, all written employment
policies relating to any of the Relevant Employees; and(viii)

the total number of, and aggregate fees incurred for, agency staff engaged
for a period of one continuous year or more by any Group Company.  8.1.2

As at the date of this Agreement, no Group Company has given or received
notice to terminate the contract of employment of any Significant Employee which is yet
to expire nor, so far as the Sellers are aware, has any such notice been threatened and
no dispute is outstanding between any Group Company and any of the Group Companies
current or former Relevant Employees relating to their employment (provided that such
dispute has been escalated to at least the stage of a disciplinary matter or a written
grievance which relates to a breach of any material statutory obligation or a breach of
contract) or the termination of their employment by the Group Companies.8.1.3

Each Relevant Employee is employed by a Group Company.8.1.4

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(iv) and (vi) of
this Schedule 7) of any of the Relevant Employees.8.1.5

At the date of this Agreement, no Relevant Employee is on sick leave which
has lasted for eight weeks or more.8.1.6

At the date of this Agreement, no Significant Employee is absent on
ordinary or additional maternity leave.8.1.7

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 Significant Employee, save in the ordinary course of business to replace
staff.8.1.8

So far as the Sellers are aware, no questionnaire has been served on any of
the Group Companies by a Relevant Employee under the Disability Discrimination Act
1995, the Sex Discrimination Act 1975, the Race Relations Act 1976, the Equal Pay Act
1970, the Equality of Employment (Religion or Belief) Regulations 2003, or the Equality
of Employment (Sexual Orientation) Regulations 2003 which at the date of this Agreement
remains unanswered in full or in part.8.1.9

So far as the Sellers are aware, at the date of this Agreement every
Relevant Employee of the Group Companies who requires a work permit to work in the
United Kingdom has a current work permit to work in the United Kingdom.8.1.10

No Group Company is a party to, bound by or proposing to introduce in
respect of any of its directors or Relevant Employees any redundancy payment scheme in
addition to statutory redundancy pay, nor is there any formal policy in place for
redundancy selection. 151




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8.1.11

So far as the Sellers are aware, 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 Significant 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.8.1.12

So far as the Sellers are aware, at the date of this Agreement no Group
Company is involved in any material industrial or trade dispute or negotiation with any
trade union or other group or organisation representing Relevant Employees and there is
no outstanding liability on the part of the Group Companies or any of them in respect
of any such dispute and so far as the Sellers are aware, at the date of this Agreement
there is nothing likely to give rise to such a dispute or claim.  8.2

Termination of Employment  8.2.1

Between 1 July 2004 and the date of this Agreement, no Senior Employee has
given or received notice terminating his or her employment.8.2.2

Between 1 July 2004 and the date of this Agreement, there have been no
proposals to terminate the employment of any Senior Employee.  8.3

Works Councils and Employee Representative BodiesThe Disclosure Letter lists all employee representative bodies which by law or any
collective bargaining agreement have the right to be informed and consulted on matters which
affect the Relevant Employees.8.4

Consultancy ArrangementsNo Group Company is a party to any Consultancy Agreement and there are no proposals for any
Group Company to enter into any Consultancy Agreement.8.5

Collective Bargaining Agreements etc.There are no national collective bargaining agreements or industry-wide collective
agreements, union recognition agreements, collective agreements, European Works Council or
other agreements between the Group Companies and trade unions or representative bodies
except those listed in the Disclosure Letter.8.6

Bonus or other Profit-related Schemes  8.6.1

There are attached to the Disclosure Letter the rules or other
documentation relating to all share incentive, share option, profit sharing, bonus or
other incentive arrangements for or affecting any Relevant Employees and there are no
proposals to introduce any further arrangements.8.6.2

Employee Share Incentives  (i)

The Sellers have provided the Purchaser with details of the
Relevant Employees who hold share options under the share incentive and share
option arrangements referred to in paragraph 8.6.1 of this Schedule 7.(ii)

No Group Company is or may become liable for any National
Insurance contributions arising out of the grant, exercise or release of
options under 152




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the share incentive and share option arrangements referred to in paragraph
8.6.1 of this Schedule 7 which are not fully provided for in the Accounts.(iii)

The InterContinental Hotels Group Sharesave Plan is approved
by the Inland Revenue under the Income Tax (Earnings and Pensions) Act 2003 and
has been operated at all times in accordance with that legislation.(iv)

No Group Company is liable to pay any amount to an employee
trust in relation to any Relevant Employee.  8.7

Pensions  8.7.1

For the purpose of these warranties:Pension Scheme means the InterContinental Hotels UK Pension Plan8.7.2

The Pension Scheme is the only arrangement to which the Group Companies
have or could have any liability for the purpose of providing benefits on retirement or
death.8.7.3

The Sellers have supplied to the Purchaser documents containing full,
accurate and up to date details of the Pension Scheme to the extent that these relate
to any obligations and liabilities under it in respect of the Group Companies and the
Relevant Employees. These documents include, but are not limited to, the following:  (i)

the trust deeds, rules and other documents which currently
govern the Pension Scheme;(ii)

all current announcements and explanatory booklets relating to
the Pension Scheme;(iii)

the latest actuarial valuation and report for the Pension
Scheme, and any subsequent draft valuation and report, and any subsequent and
relevant actuarial advice;(iv)

the latest trustee report and accounts; and(v)

proposed changes to any information contained in any of the
documents listed in paragraph 8.7.3(i) above.  8.7.4

The Pension Scheme is approved as an exempt approved scheme (within the
meaning of Chapter I or Chapter IV of Part XIV of the Income and Corporation Taxes Act
1988), and the Sellers are not aware of any reason why this approval could be
withdrawn.8.7.5

No claim, dispute, complaint or investigation has arisen which relates to
the provision of retirement or death benefits in respect of the Relevant Employees and
former employees of the Group Companies, and the Sellers are not aware of any such
claim, dispute, complaint or investigation that is pending or threatened.8.7.6

In relation to the Relevant Employees and former employees of the Group
Companies, all amounts due in the normal course of events to the Pension Scheme have
been paid.8.7.7

All benefits under the defined contribution section of the Pension Scheme
(other than those which are fully insured) are calculated on a money purchase basis
only 153




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and there is no obligation on any Group Company or under the Pension Scheme (other
than in the case of those benefits which are fully insured) to provide any specified
level of benefits in respect of the Relevant Employees.8.7.8

So far as the Sellers are aware, the Group Companies comply and have at all
times complied in all material respects with all legal and regulatory requirements
(including equal treatment) and the schedule or contributions and the payment schedule
relevant to the Pension Scheme and the Group Companies participation in the Pension
Scheme. So far as the Sellers are aware, the Group Companies comply and have at all
times complied in all material respects with any duty to facilitate access to a
stakeholder pension scheme (under section 3 of the Welfare Reform and Pensions Act
1999) and with any equal treatment or other anti-discrimination requirements relevant
to the provision of retirement or death benefits.  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
carrying on of the business of the Group as now carried on have been obtained, 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 is aware of any reason why any of them should be
suspended, cancelled, modified or revoked or not renewed on the same terms (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 will have a material adverse effect upon the business of any relevant Hotel or
Group Company.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 such applicable law or
regulation, or requiring it to take or omit any action which in any case would have a
material adverse effect on the business of a Hotel or Group Company.9.2.3

So far as the Sellers are aware, the Group Companies are conducting, and
since 4 April 2001 have conducted, their business materially in accordance with all
applicable laws and regulations.  10

Environment10.1

For 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 or in drains or 154




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sewers, inland waters and coastal waters); soil and land (including surface land, subsurface
strata sea bed and river bed, and natural and man made structures) and any ecological
systems and living organisms supported by these media, including man and his property;Environmental Authority means any governmental body or agency or local authority or
competent body having jurisdiction to determine any matter arising under Environmental Law;Environmental Law means all statutes, civil or criminal law, common law, bye-laws,
regulations and subordinate legislation, final and binding court and other tribunal
decisions and any statutory guidance, notes, judgments, decisions, notices, orders,
circulars and codes of practice issued thereunder (including, without limitation, the laws
and directives of the European Union) in each case to the extent the same have force of law
in the UK and are applicable to any Group Company at Completion concerning (i) the pollution
or protection of or prevention of pollution to the Environment; (ii) occupational or public
health and safety, including conditions of the workplace; (iii) emissions, discharges or
releases into the Environment of Hazardous Substances or (iv) the release, use, treatment,
storage, management, disposal, transportation, generation or handling of Hazardous
Substances;Environmental Permit means any licence, approval, authorisation, permission, notification,
waiver, order or exemption which is issued, granted or required under Environmental Law
which is material to the operation of the business of the Group or the occupation or use of
any of the Properties on or before Completion;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 causing or is capable of causing harm or damage to the Environment or to public
health or capable of causing a nuisance, including but not limited to controlled, special,
hazardous, toxic or dangerous wastes or pollutants; andRelevant Period means the period from 4 April 2001 ending on the date hereof.10.2

So far as the Sellers are aware, each Group Company is conducting, and during the
Relevant Period has conducted, the business of the Group in material compliance with
Environmental Law.10.3

All Environmental Permits required under Environmental Law:  10.3.1

have been obtained;10.3.2

are in force;10.3.3

so far as the Sellers are aware, have in all material respects been
complied with during the Relevant Period; and10.3.4

no Group Company has received written notice from any Environmental
Authority that any Environmental Permit will be suspended, cancelled, revoked or not
renewed on substantially the same terms in the 12 months following Completion and, so
far as the Sellers are aware, no circumstances exist which will lead to such
suspension, cancellation, revocation or inability to renew the same on substantially
the same terms in the 12 months following Completion.  10.4

No Group Company has received any written notice during the Relevant Period of any
civil, criminal or regulatory claim, investigation or other proceeding or suit asserting it is
in 155




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breach of or liable under Environmental Law or Environmental Permits by any Environmental
Authority or any third party (including any employee) and, so far as the Sellers are aware
(i) no such claim is pending or threatened and (ii) no circumstances exist which will lead
to such a claim in respect of any material liability under or breach of Environmental Laws
or Environmental Permits.10.5

The Sellers have disclosed copies of the asbestos registers and management action
plans relating to any Property which have been produced for them within the Relevant Period
and document 36.004, Portfolio Information in the Data Room provides an accurate update of
remediation works undertaken as at the date hereof in relation to asbestos at categories A1-B2
of the Hotels.10.6

Copies of all final version environmental surveys, audits, assessments, technical
audits, geotechnical findings, soil and groundwater testing and health and safety assessments
relating to any of the Properties produced within the two years prior to the date hereof and
in the Sellers possession, together with copies of any final version Phase 2 investigations
or other intrusive environmental investigations which were commissioned by the Sellers for the
purpose of entering into the Posthouse Agreement, have been disclosed in the Data Room.11

Litigation11.1

Current Proceedings  11.1.1

No Group Company (nor any person for whose acts or defaults a Group
Company is vicariously liable) is involved whether as claimant or defendant or other
party in any claim, legal action, proceeding, suit, litigation, prosecution,
investigation, enquiry, mediation, arbitration or other judicial proceedings or
hearings before any statutory or governmental body, department, board or agency (other
than as claimant in the collection of debts arising in the ordinary course of its
business none of which exceeds £500,000) which is material to the business of any Hotel
or Group Company.11.1.2

No director of any Group Company is involved whether as claimant or
defendant or other in any such claim, legal action or other matter as referred to in
paragraph 11.1.1 of this Schedule 7 to the extent the same relates to the business of
any Hotel or Group Company.  11.2

Pending or Threatened ProceedingsSo far as the Sellers are aware, no such claim, legal action, proceeding, suit,
litigation, prosecution, investigation, enquiry or arbitration of material importance is
pending or threatened by or against any Group Company.11.3

No Court Orders etcThe Group Companies are not bound by any existing judgments or rulings, and in the last
three years have not given any continuing undertakings arising from legal proceedings to any
court, governmental agency, regulator or third party, which in any case has had a material
adverse effect on the Group. 156




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##### 



12

Insurance12.1

Particulars of InsurancesAccurate summary particulars of the insurances of the Group Companies material to the
business of the Group are contained in the Disclosure Letter to which summaries of the
policies are attached.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

such insurances are in full force and effect and have not been voided by
the relevant insurers;12.2.3

no Seller has received any notification that such insurances are not valid
or enforceable; and12.2.4

all statutory requirements to purchase insurance have been complied with
by the Group Companies including any statutory requirements to keep evidence of such
insurance.  13

TaxWarranties 13.1.1 to 13.1.3, 13.2, 13.8 and 13.4.1 are given only so far as the Sellers
are aware in relation to any accounting periods ended on or before 29 March 2001 of Group
Companies that were acquired under the Posthouse Agreement.13.1

Tax Returns and Compliance  13.1.1

Each Group Company has at all times submitted all relevant Corporation Tax
returns to the relevant Tax Authorities by the requisite dates.13.1.2

Each Group Company has discharged every Corporation Tax liability which
has fallen due.13.1.3

Each Group Company has properly made all deductions, withholdings and
retentions required to be made in respect of any actual or deemed payment made or
benefit provided on or before Completion and has to the extent required by law
accounted for all such deductions, withholdings and retentions.13.1.4

In the last three years, no Group Company has been subject to any
investigation or non-routine audit or visit by any Tax Authority.  13.2

General Provisions for TaxTo the extent required by generally accepted accounting principles, provision or
reserve was made in the Audited Accounts in respect of all material Tax for which each Group
Company at the Accounts Date was or may have been liable or accountable.13.3

Stamp Duty and SDLTEach document in the possession or under the control of a Group Company, or to the
production of which a Group Company is entitled, and on which a Group Company relies 157




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##### 



or may rely on as purchaser or lessee and which in the United Kingdom or elsewhere requires
any stamp or mark to denote that:  13.3.1

any duty, tax or fee required to be paid by law has been paid; or13.3.2

a duty tax or fee referred to in this paragraph 13.3 is not required to be
paid, or that the document in question or the Event evidenced by it qualifies from a
relief or exemption from such duty tax or fee; or13.3.3

the document has been produced to the appropriate authority, has been
properly stamped or marked as appropriate  and no such document which is outside the United Kingdom would attract stamp duty if it were
to be brought into the United Kingdom.  13.3.4

The Sellers warrant to the Purchaser that:  (i)

no Group Company has made a claim for relief from stamp duty or
SDLT under a Relieving Provision which may be withdrawn pursuant to the
application of a Clawback Provision including, without limitation, the
application of any Clawback Provision as a result of the execution of this
Agreement;(ii)

no Group Company is liable for stamp duty or SDLT of another
company pursuant to a Secondary Recovery Provision.  13.3.5

In this paragraph:  (i)

Relieving Provision means FA 1930 Section 42; FA 1995 Section
151; FA 1986 Section 76; FA 2003 Schedule 7 paragraph 1; FA 2003 Schedule 7
paragraph 7; and FA 2003 Schedule 7 paragraph 8;(ii)

Clawback Provision means FA 2002 Section 111; FA 2002 Section
113; FA 2002 Schedule 35 paragraph 3; Schedule 35 paragraph 4; FA 2003 Schedule
7 paragraph 3; FA 2003 Schedule 7 paragraph 4(7); FA 2003 Schedule 7 paragraph
9; and FA 2003 Schedule 7 paragraph 11;(iii)

Secondary Recovery Provision means FA 2002 Schedule 34
paragraph 8; FA 2002 Schedule 35 paragraph 9; FA 2003 Schedule 7 paragraph 5;
and FA 2003 Schedule 7 paragraph 12.  13.3.6

With respect to the transfer of the properties set out at Schedule 10 to
the Disclosure Letter, each respective transferor and transferee entered into the
contracts to sell each property (being the contracts referred to in the penultimate
column of the table contained in Schedule 10 to the Disclosure Letter) on or before 9
April 2003 and no contract was subsequently varied.  13.4

Value Added Tax  13.4.1

Each Group Company has complied in all respects with all Tax Statutes
relevant to VAT and guidance published by all relevant Tax Authorities in any form
whatsoever and has made and obtained full, complete, correct and up-to-date records and
invoices and other documents appropriate or requisite for the purposes of such Tax
Statutes and guidance.13.4.2

There will be set out in the Disclosure Letter at Completion, with express
reference to this paragraph, full particulars of each item which a Group Company uses
in the 158




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##### 



course or furtherance of its business and for the purposes of that business,
otherwise than solely for the purpose of selling the item, being items to which Part
XV of the Value Added Tax Regulations 1995 applies and in respect of which the
period of adjustment will not have expired by Completion. Such particulars are
sufficient to enable the Group Companies (or any group of which it will form part
for the purposes of Sections 43 to 43C of the Value Added Tax Act 1994 following
Completion) to comply with their obligations under the said Part XV.13.4.3

There are set out in the Disclosure Letter full particulars of:  (i)

any land in which a Group Company has an interest and in
relation to which an election has been made to waive exemption from VAT
pursuant to the provisions of Schedule 10 Value Added Tax Act 1994; and(ii)

any buildings or civil engineering works owned by a Group
Company and completed for the purposes of Group 1, Schedule 9 Value Added Tax
Act 1994 within the last three years.  13.4.4

Each Group Company obtains credit for all input tax paid or suffered by it
in relation to its hotel business.  13.5

Residence for Tax purposesEach Group Company was incorporated in the UK and for the purposes of UK Tax is and has
always been resident in the UK and will remain so at the Completion Date and no Group
Company has ever been regarded as being resident or having a permanent establishment, branch
or agency or place of business outside the UK or as being within the charge to Tax of any
jurisdiction other than the UK.13.6

Transfer pricingNo Group Company is a party to any transaction or arrangement with a member of the Sellers
Group under which after Completion it may be required to pay for or provide any asset or
services or facilities of any kind an amount which is other than that which would prevail
between arms length parties.13.7

Tax avoidanceNo Group Company has engaged in or been a party to any transaction or transactions which
will result in a liability to Tax for an accounting period starting after Completion and
which is part of a scheme or arrangement in respect of which the main (or one of the main)
purposes was or might be held to have been the avoidance, deferral or reduction of Tax.13.8

Clearances  13.8.1

All consents or clearances which have been obtained in respect of any
transaction to which any Group Company has been a party have been secured on the basis
of full and accurate disclosure to the relevant Tax Authority.13.8.2

To the extent that they relate to Group Companies, true and complete
copies of all applications for clearance made and all consents or clearances obtained
since the Accounts Date (together with all relevant particulars) have been disclosed in
the Disclosure Letter. 159




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##### 



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 all requisite 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. 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.14.1.4

Compliance with the terms of this Agreement and the documents referred to
in it shall not breach or constitute a default under any order, judgment, decree or
other restriction applicable to any of the Sellers.  15

Brand StandardsOther than as disclosed in document 04 009 for each Property in the property
information pack Data Room, as at the date of this Agreement the Hotels (as defined in the
Portfolio Management Agreement) comply in all material respects with the Brand Standards. 160




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##### 



Schedule 8
Warranties given by the Purchaser
(Clause 9.7)  1

Authority and Capacity1.1

IncorporationEach of the Purchaser and Holdco is validly existing and a company duly incorporated
under the laws of England and Wales.1.2

Authority to Enter into Agreement  1.2.1

Each of the Purchaser and Holdco has the legal right and full power and
authority to enter into and perform this Agreement and any other documents to be
executed by each of them pursuant to or in connection with this Agreement (including,
in the case of the Purchaser, the documents referred to in paragraph 2 of Schedule 5).1.2.2

The documents referred to in paragraph 1.2.1 will, when executed,
constitute valid and binding obligations on the Purchaser and Holdco respectively in
accordance with their respective terms.  1.3

Authorisation  1.3.1

Each of the Purchaser and Holdco 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.1.3.2

Compliance with the terms of this Agreement and the documents referred to
in it shall not breach or constitute a default under any order, judgment, decree or
other restriction applicable to the Purchaser.  2

Shareholders2.1

The issued and allotted share capital of the Purchaser is held by the following
shareholders in the proportions stated and has been properly and validly issued and allotted
and is fully paid. Shareholders
    
    Shares held in Purchaser
    
    Percentage shareholdingsHoldco
    
    2 ordinary shares of £1 each
    
    100
  2.2

The issued and allotted share capital of Holdco is held by the following
shareholders in proportions stated and has been properly and validly issued and allotted and
is fully paid. Shareholders
    
    Shares held in Holdco
    
    Percentage shareholdingsLBREP II LGR
Holdings LLC
    
    4,600 A ordinary
shares of £0.01
    
    46Sterling Hotels Pte
Limited
    
    4,600 A ordinary
shares of £0.01
    
    46
 161




---



##### 



Shareholders
    
    Shares held in Holdco
    
    Percentage shareholdingsRealstar Holdings
(UK) Limited
    
    800 B ordinary
shares of £0.01
    
    8
 162




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##### 



Schedule 9
Sellers Knowledge (1)
    
    (2)
    
    (3)Person
    
    Area of Business/Position
    
    Sellers' WarrantiesJenny Atkinson
    
    Vice President  Human
Resources & Development
    
    8.1 to 8.6 EmploymentAlan Bell
    
    Property Director
    
    4.1 to 4.3 PropertiesAnnie Brown
    
    Vice President 
Commercial Development, UK
& Ireland
    
    7.2 Compliance with Contracts
11.2 Pending or Threatened ProceedingsLarry Callaghan
    
    Senior Vice President 
Information Technology
EMEA
    
    6.3.3, 6.4 Information TechnologyDavid Coles
    
    Vice President  Pensions
    
    8.7 PensionsCatherine Engmann
    
    Company Secretariat
    
    1.3.1 Constitutional DocumentsMarten Foxon
    
    Senior Vice President  TransactionsEMEA
    
    All warranties other than any Tax
Warranties that are given so far as
the Sellers are aware or otherwise
qualified by the Sellers awareness
or beliefColin Garwood
    
    Vice President  Tax
    
    13.1.1 to 13.1.3, 13.2 and 13.4.1Mike Goodson
    
    Senior Vice President 
Capital & Asset Management EMEA
    
    All warranties other than any Tax
Warranties that are given so far as
the Sellers are aware or otherwise
qualified by the Sellers awareness
or beliefDavid Osborn
    
    Health & Safety Manager 
Risk Management EMEA
    
    10.2, 10.3, 10.4 EnvironmentCarl Ridgley
    
    Property Manager
    
    4.1 to 4.3 PropertiesRob Shepherd
    
    Vice President  Operations
    
    4.4 Construction
9.1 Licences and Consents
9.2 Compliance with Laws
10.2, 10.3, 10.4 EnvironmentCatherine Springett
    
    Head of Company Secretariat
    
    1.2.3, 1.2.5 Insolvency etc.
1.3.1 Constitutional DocumentsNigel Stocks
    
    Senior Vice President and
General Counsel EMEA
    
    All warranties that are given so far
as the Sellers are aware, or
otherwise qualified by the Sellers
awareness or belief
 163




---



##### 



Schedule 10 Part 1
Split Contracts Sale and Purchase Agreement (which includes the tax covenant at Schedule 11) and subsequent
Amendment Agreement relating to the acquisition of the Posthouse Hotels between Hospitality
Holdings Limited, Forte (UK) Limited, Compass Group PLC, NAS Cobalt No. 1 Limited and NAS Cobalt
No. 2 Limited dated 4 April 2001. Discount Energy Purchase Contract between Combined Power (North) Limited, Combined Power (Central)
Limited, Combined Power (South) Limited, Combined Power (North West) Limited, Combined Power
Limited and Posthouse Hotels Limited dated 9 March 2001. Master Agreement for the Supply, Installation and Maintenance of the Ascari Guest Information
System between Granada Business Technology Limited and Posthouse Hotels Limited dated 20 March
2002. Settlement Agreement between SOS Industries Limited, InterContinental Hotels Group (UK) Limited and
InterContinental Hotels Limited dated 10 October 2003. 164




---



##### 



Part 2
Purchaser Retained Contracts International Management Agreement for Crowne Plaza London  Blackfriars between Foray 1068
Ltd and Holiday Inns (UK) dated 29 June 1998. Management Agreement for Holiday Inn Aberdeen (and subsequent amendment to the Management
Agreement) between Protel (Aberdeen) Limited and Forte (UK) Limited dated 6 August 1996. Management Agreement for Crowne Plaza Cambridge, Amendment to the Management Agreement and Second
Amendment to Management Agreement between Shamrock Public Houses, Holiday Inn Limited and Holiday
Inns (UK), Inc. dated 14 February 1995. Management Agreement for Holiday Inn Ealing between Cornwall Gardens PTE Ltd. and Holiday Inns (UK)
Limited dated 10 May 1996. Management Agreement for Belfast Posthouse Hotel Ormeau Avenue between Peter Gerard Curistan and
Posthouse Hotels Limited dated 23 February 1999. Agreement for the Provision of Management Services  Spirit managed health club between Glandor
Properties Limited and Spirit Health and Fitness Limited dated 30 January 2001. Operating and Management Agreement between Bass Hotels & Resorts (UK) Limited and Waterloo Real
Estate Incorporated in respect of Knightsbridge Inter-Continental Hotel, London dated 21 May 1999. Management Agreement for The Posthouse World Trade Centre Hotel between Posthouse Hotels Limited
and Fedamore Limited dated 7 July 2000. Disposal Agreement in relation to Plots G & H West Portway Industrial Estate, Andover between
InterContinental Hotels Group (UK) Limited and Central & Country Developments Limited dated 4
November 2004. 165




---



##### 



Part 3
Sellers Group Contracts Global Services Agreement (and related Participation Agreement) between Six Continents Hotels,
Inc. and MCI Worldcom Communications, Inc. dated 30 October 2003. Amendment No. 8 to the MCI Skyline VSAT Service Agreement between MCI Global Resources, Inc.,
Overseas Telecommunications Inc. and Six Continents Hotels, Inc. Strategic Alliance Agreement and Extension to the Strategic Alliance Agreement between Holiday Inns
of Belgium N.V., Bartech E.M.E.A., S.A.R.L. and Progress Bartech Financing (UK) Limited dated 16
June 1998. Software Licence Agreement between Newmarket International Limited and Six Continents PLC dated 4
June 2004. Gas Supply Agreement between Total Gas and Power Ltd and InterContinental Hotels Group dated 1
November 2003. Agreement for the Supply of Electricity between London Energy plc and InterContinental Hotels Group
plc dated 7 July 2004. 166




---



##### 



Schedule 11
Inter-Group Debt 167




---



##### 



Schedule 12
Guaranteed Leases Part 1
Indemnified Leases Leasehold property Duration of LeaseProperty
    
    (Expiry Date)
    
    Landlord's DetailsBasildon
Cranes Farm Road
Basildon
Essex
SS14 3DG
    
    19/09/2069
    
    Vexland Limited
10 Upper Berkeley Street
London
W1H 7PECardiff City
Castle Street
Cardiff
South Glamorgan
CF10 1XD
    
    30/03/2072
    
    The Property Director
Cardiff City Council
County Hall
Atlantic Wharf
Cardiff
CF1 5UWCardiff City  Car Park
Castle Street
Cardiff
South Glamorgan
CF10 1XD
    
    25/01/2022
    
    Cardiff Rugby Football Club Ltd.,
Cardiff Arms Park,
Westgate Street,
Cardiff
CF10 1JAEastleigh
Leigh Road
Eastleigh
Hampshire
SO50 9PG
    
    30/04/2107
    
    Property Services
Eastleigh Borough Council
Civic Offices
Leigh Road
Eastleigh
Hampshire
SO50 9YNGatwick Airport
Povey Cross Road
Horley
Surrey
RH6 0BA
    
    01/11/2085
    
    S & R Management Limited
Russell House
140 High Street
Edgware
Middlesex
HA8 7LWGlasgow Airport
Abbotsinch
Paisley
Renfrewshire
PA3 2TR
    
    10/11/2069
    
    BAA Lynton Plc
Albany House
Petty France
London
SW1H 9EE
 168




---



##### 



Duration of LeaseProperty
    
    (Expiry Date)
    
    Landlord's DetailsGlasgow City
Bothwell Street
Glasgow
G2 7EN
    
    31/08/2070
    
    Development & Regeneration Services
Glasgow City Council
229 George Street
Glasgow
G1 1QUGloucester
Crest Way
Barnwood
Gloucester
GL4 3RX
    
    28/11/2104
    
    Trustees of Barnwood House Trust
c/o Bruton Knowles
65 London Road
Gloucester
GL1 3HFHemel Hempstead
Breakspear Way
Hemel Hempstead
Hertfordshire
HP2 4UA
    
    29/09/2062
    
    English Partnerships
Central Business Exchange
Central Milton Keynes
MK9 2EAHigh Wycombe
Handycross
High Wycombe
Buckinghamshire
HP11 1TL
    
    29/03/2081
    
    Wycombe Borough Council
Queen Victoria Road
High Wycombe
Buckinghamshire
HP11 1BBLondon  Bloomsbury
1 Kings Cross Road
London
WC1X 9HX
    
    18/08/2068
    
    Bloomsbury Property Investment Ltd
Riverside House
11  12 Riverside Road
Norwich
Norfolk
NR1 1SQLondon  Hampstead
215 Haverstock Hill
London
NW3 4RB
    
    29/09/2067
    
    Lakewalk Limited
101 Uphill Road
Mill Hill
London
NW7 4QDLondon  Regents Park
Carburton Street
London
W1W 5EE
    
    03/04/2066
    
    Courtaulds CIF Nominees Ltd (c/o CB Richard Ellis) & S I Pensions
Trustees Ltd (c/o Colliers CRE)
 169




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##### 



Duration of LeaseProperty
    
    (Expiry Date)
    
    Landlord's DetailsManchester Airport CP
Ringway Road
Wythenshawe
Manchester
M90 3NS
    
    26/08/2062
    
    Corporate Property
Manchester Airport
Manchester
M91 8PPNewcastle City
New Bridge Street
Newcastle Upon Tyne
NE1 8BS
    
    09/11/2076
    
    Property Services
Newcastle upon Tyne City Council
Civic Centre
Newcastle upon Tyne
NE1 8PPNottingham City
St Jamess Street
Nottingham
Nottinghamshire
NG1 6BN
    
    28/09/2068
    
    Topwell No. 9 Ltd & Topwell No. 10 Ltd
c/o Workman & Partners
Hanover House
30  32 Charlotte Street
Manchester
M1 4EDPlymouth
Cliff Road
The Hoe
Plymouth
Devon
PL1 3DL
    
    05/05/2069
    
    Phillips Pension Fund
The Phillips Centre
420  430 London Road
Croydon
CR9 3QRPortsmouth
Pembroke Road
Portsmouth
Hampshire
PO1 2TA
    
    22/03/2096
    
    Friends First UK Commercial Property
Limited
Park Lodge
Pixham End
Dorking
Surrey
RH4 1QPSwansea
Kingsway Circle
Swansea
West Glamorgan
SA1 5LS
    
    23/06/2058
    
    R G D Thomas
145 / 146 St Helens Road
Swansea
SA1 4DESwansea
Retail Unit 398 Kingsway
Swansea
West Glamorgan
SA1 5BZ
    
    23/06/2058
    
    As above.
 170




---



##### 



Duration of LeaseProperty
    
    (Expiry Date)
    
    Landlord's DetailsSwansea 
Retail Unit 399 Kingsway
1&3 Belle Vue Way
Swansea
West Glamorgan
SA1 5BZ
    
    23/06/2058
    
    As above.Swindon
Marlborough Road
Swindon
Wiltshire
SN3 6AQ
    
    02/06/2071
    
    The Council of the Borough of
Thamesdown
Civic Offices
Swindon
Wiltshire
SN1 2JHStrand Palace
366-375 Strand
London
    
    01/07/2038
    
    Daejan Investments Limited
52 / 54 High Holborn
London
 171




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##### 



Part 2
Other Guaranteed Leases Duration of LeaseProperty
    
    (Expiry Date)
    
    Landlord's DetailsCarlisle
Parkhouse Road
Carlisle
Cumbria
CA3 0HR
    
    28/09/2092
    
    VR Hotel (Carlisle) Limited
c/o Prime Estates Property
Management
Leconfield House
Curzon Street
London
W1J 5JABolton
Beaumont Road
Bolton
Manchester North
BL3 4TA
    
    20/09/2092
    
    VR Hotel (Bolton) Limited
c/o Prime Estates Property
Management
Leconfield House
Curzon Street
London
W1J 5JACardiff- North
Pentwyn Road
Cardiff
South Glamorgan
CF23 7XA
    
    25/07/2071
    
    Restlane Ltd
c/o Prime Estates Property
Management
Leconfield House
Curzon Street
London
W1J 5JALeeds/Bradford
Leeds Road
Bramhope
Leeds
West Yorkshire
LS16 9JJ
    
    28/10/2070
    
    Ellinson Estates Limited
Holtwhite House
92 Chase Side
Enfield
EN2 0QNYork
Tadcaster Road
York
North Yorkshire
YO24 1QF
    
    23/11/2070
    
    Burford UK Properties Limited
c/o Jones Lang LaSalle
Property Management
22 Hanover Square
London
W1A 2BN
 172




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##### 



Schedule 13
Listed Hotels Holiday Inn Ashford Central Holiday Inn Bolton M61 J 5 Holiday Inn Bristol Filton Holiday Inn Cardiff North Holiday Inn Carlisle M6 J44 Holiday Inn Chester South Holiday Inn Edinburgh Holiday Inn Edinburgh North Holiday Inn Glasgow Airport Holiday Inn Haydock M6 J23 Holiday Inn London Hampstead Holiday Inn Rugby/Northampton M1 J18 Holiday Inn Runcorn Holiday Inn Stoke on Trent M6 J15 Holiday Inn Warrington Holiday Inn York Crowne Plaza Leeds Crowne Plaza Manchester Airport Express by Holiday Inn Strathclyde 173




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##### 



Schedule 14
[Schedule not used] 174




---



##### 



Schedule 15
TPOP Full Year
    
    TPOP
    
    
    Allocated
    
    
    Minimum2005
    
    
    
    
    
    Base Cost
    
    
    Return
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2007GBP £'000's
    
    £'000
    
    
    £'000
    
    
    %
    
    
    Target
    
    
    Target
    
    
    Target
    
    
    AspirationalHI Kensington Forum LC
    
    
    9.6
    
    
    
    136.2
    
    
    
    7.0
    %
    
    
    9.6
    
    
    
    10.4
    
    
    
    11.2
    
    
    
    12.3Cluster 1
 FORUM
    
    
    9.6
    
    
    
    136.2
    
    
    
    7.0
    %
    
    
    9.6
    
    
    
    10.4
    
    
    
    11.2
    
    
    
    12.3CP London  Heathrow LC
    
    
    5.8
    
    
    
    73.3
    
    
    
    8.0
    %
    
    
    5.8
    
    
    
    6.4
    
    
    
    6.9
    
    
    
    7.5HI Gatwick Airport LC
    
    
    1.6
    
    
    
    17.6
    
    
    
    8.9
    %
    
    
    1.6
    
    
    
    1.7
    
    
    
    1.9
    
    
    
    2.0HI Heathrow Ariel LC
    
    
    1.1
    
    
    
    13.4
    
    
    
    8.4
    %
    
    
    1.1
    
    
    
    1.2
    
    
    
    1.3
    
    
    
    1.4HI Heathrow M4 Jct 4 LC
    
    
    4.0
    
    
    
    56.4
    
    
    
    7.0
    %
    
    
    4.0
    
    
    
    4.3
    
    
    
    4.6
    
    
    
    5.1Cluster 2  LONDON AIRPORTS
    
    
    12.5
    
    
    
    160.6
    
    
    
    7.8
    %
    
    
    12.5
    
    
    
    13.6
    
    
    
    14.7
    
    
    
    16.1HI London  Brent Cross LC
    
    
    1.3
    
    
    
    15.5
    
    
    
    8.3
    %
    
    
    1.3
    
    
    
    1.4
    
    
    
    1.5
    
    
    
    1.7HI London  Mayfair LC
    
    
    0.9
    
    
    
    10.1
    
    
    
    9.1
    %
    
    
    0.9
    
    
    
    1.0
    
    
    
    1.1
    
    
    
    1.2HI London Bloomsbury LC
    
    
    2.8
    
    
    
    37.6
    
    
    
    7.4
    %
    
    
    2.8
    
    
    
    3.0
    
    
    
    3.3
    
    
    
    3.6HI London Regents Park LC
    
    
    2.1
    
    
    
    28.2
    
    
    
    7.4
    %
    
    
    2.1
    
    
    
    2.3
    
    
    
    2.4
    
    
    
    2.7Cluster 3  LONDON CITY
    
    
    7.1
    
    
    
    91.4
    
    
    
    7.7
    %
    
    
    7.1
    
    
    
    7.7
    
    
    
    8.3
    
    
    
    9.1CP Manchester Airport LC
    
    
    2.0
    
    
    
    24.7
    
    
    
    8.1
    %
    
    
    2.0
    
    
    
    2.2
    
    
    
    2.4
    
    
    
    2.6CP Birmingham NEC LC
    
    
    2.4
    
    
    
    21.6
    
    
    
    11.1
    %
    
    
    2.4
    
    
    
    2.6
    
    
    
    2.8
    
    
    
    3.1HI Birmingham M6 Jct 7 LC
    
    
    1.0
    
    
    
    9.9
    
    
    
    9.8
    %
    
    
    1.0
    
    
    
    1.0
    
    
    
    1.1
    
    
    
    1.2HI Leicester LC
    
    
    1.5
    
    
    
    16.2
    
    
    
    9.2
    %
    
    
    1.5
    
    
    
    1.6
    
    
    
    1.7
    
    
    
    1.9HI Milton Keynes LC
    
    
    1.5
    
    
    
    17.4
    
    
    
    8.7
    %
    
    
    1.5
    
    
    
    1.6
    
    
    
    1.8
    
    
    
    1.9HI Coventry M6 Jct 2 LC
    
    
    1.0
    
    
    
    10.6
    
    
    
    9.5
    %
    
    
    1.0
    
    
    
    1.1
    
    
    
    1.2
    
    
    
    1.3CP Leeds LC
    
    
    1.2
    
    
    
    15.0
    
    
    
    8.3
    %
    
    
    1.2
    
    
    
    1.4
    
    
    
    1.5
    
    
    
    1.6HI Stoke on Trent M6 Jct 15 LC
    
    
    0.6
    
    
    
    6.3
    
    
    
    9.7
    %
    
    
    0.6
    
    
    
    0.7
    
    
    
    0.7
    
    
    
    0.8HI Peterborough A1 (M) Jct 16 LC
    
    
    0.3
    
    
    
    3.5
    
    
    
    8.3
    %
    
    
    0.3
    
    
    
    0.3
    
    
    
    0.3
    
    
    
    0.4HI Derby Nottingham LC
    
    
    0.6
    
    
    
    6.1
    
    
    
    9.1
    %
    
    
    0.6
    
    
    
    0.6
    
    
    
    0.7
    
    
    
    0.7HI Rugby Northampton LC
    
    
    0.5
    
    
    
    5.6
    
    
    
    8.8
    %
    
    
    0.5
    
    
    
    0.5
    
    
    
    0.6
    
    
    
    0.6Cluster 4  MIDLANDS
    
    
    12.6
    
    
    
    136.9
    
    
    
    9.2
    %
    
    
    12.6
    
    
    
    13.7
    
    
    
    14.8
    
    
    
    16.2HI Edinburgh LC
    
    
    1.4
    
    
    
    19.7
    
    
    
    7.2
    %
    
    
    1.4
    
    
    
    1.6
    
    
    
    1.7
    
    
    
    1.8HI Glasgow Airport LC
    
    
    0.9
    
    
    
    12.0
    
    
    
    7.2
    %
    
    
    0.9
    
    
    
    0.9
    
    
    
    1.0
    
    
    
    1.1HI Lancaster LC
    
    
    0.4
    
    
    
    7.0
    
    
    
    6.4
    %
    
    
    0.4
    
    
    
    0.5
    
    
    
    0.5
    
    
    
    0.6HI Runcorn LC
    
    
    0.7
    
    
    
    8.5
    
    
    
    8.5
    %
    
    
    0.7
    
    
    
    0.8
    
    
    
    0.8
    
    
    
    0.9HI Chester South LC
    
    
    0.6
    
    
    
    6.6
    
    
    
    9.4
    %
    
    
    0.6
    
    
    
    0.7
    
    
    
    0.7
    
    
    
    0.8HI York LC
    
    
    0.3
    
    
    
    2.3
    
    
    
    10.7
    %
    
    
    0.3
    
    
    
    0.3
    
    
    
    0.3
    
    
    
    0.3HI Haydock M6 Jct 23 LC
    
    
    0.4
    
    
    
    6.8
    
    
    
    6.5
    %
    
    
    0.4
    
    
    
    0.5
    
    
    
    0.5
    
    
    
    0.6HI Washington LC
    
    
    0.4
    
    
    
    4.5
    
    
    
    9.3
    %
    
    
    0.4
    
    
    
    0.4
    
    
    
    0.5
    
    
    
    0.5EX Strathclyde LC
    
    
    0.4
    
    
    
    4.0
    
    
    
    10.2
    %
    
    
    0.4
    
    
    
    0.4
    
    
    
    0.5
    
    
    
    0.5HI Wakefield M1 Jct 40 LC
    
    
    0.3
    
    
    
    4.5
    
    
    
    7.3
    %
    
    
    0.3
    
    
    
    0.4
    
    
    
    0.4
    
    
    
    0.4HI Edinburgh North LC
    
    
    0.5
    
    
    
    6.6
    
    
    
    7.3
    %
    
    
    0.5
    
    
    
    0.5
    
    
    
    0.6
    
    
    
    0.6HI Hull Marina LC
    
    
    0.7
    
    
    
    8.5
    
    
    
    8.1
    %
    
    
    0.7
    
    
    
    0.7
    
    
    
    0.8
    
    
    
    0.9HI Warrington LC
    
    
    0.4
    
    
    
    4.5
    
    
    
    8.3
    %
    
    
    0.4
    
    
    
    0.4
    
    
    
    0.4
    
    
    
    0.5HI Leeds Brighouse LC
    
    
    0.9
    
    
    
    9.9
    
    
    
    8.8
    %
    
    
    0.9
    
    
    
    0.9
    
    
    
    1.0
    
    
    
    1.1Cluster 5  NORTH
    
    
    8.3
    
    
    
    105.2
    
    
    
    7.9
    %
    
    
    8.3
    
    
    
    9.0
    
    
    
    9.8
    
    
    
    10.7HI Cambridge LC
    
    
    1.4
    
    
    
    16.4
    
    
    
    8.8
    %
    
    
    1.4
    
    
    
    1.6
    
    
    
    1.7
    
    
    
    1.9HI Brentwood M25 Jct 28 LC
    
    
    1.2
    
    
    
    16.7
    
    
    
    7.0
    %
    
    
    1.2
    
    
    
    1.3
    
    
    
    1.4
    
    
    
    1.5HI Basildon LC
    
    
    1.1
    
    
    
    10.3
    
    
    
    10.5
    %
    
    
    1.1
    
    
    
    1.2
    
    
    
    1.3
    
    
    
    1.4HI Hemel Hempstead M1 Jct 8 LC
    
    
    1.4
    
    
    
    15.3
    
    
    
    9.1
    %
    
    
    1.4
    
    
    
    1.5
    
    
    
    1.6
    
    
    
    1.8HI Aylesbury LC
    
    
    0.8
    
    
    
    11.3
    
    
    
    7.5
    %
    
    
    0.8
    
    
    
    0.9
    
    
    
    1.0
    
    
    
    1.1HI Norwich LC
    
    
    0.7
    
    
    
    7.5
    
    
    
    8.8
    %
    
    
    0.7
    
    
    
    0.7
    
    
    
    0.8
    
    
    
    0.9HI High Wycombe M40 Jct 4 LC
    
    
    0.8
    
    
    
    8.9
    
    
    
    8.4
    %
    
    
    0.8
    
    
    
    0.8
    
    
    
    0.9
    
    
    
    1.0HI Colchester LC
    
    
    0.5
    
    
    
    5.6
    
    
    
    9.0
    %
    
    
    0.5
    
    
    
    0.5
    
    
    
    0.6
    
    
    
    0.7HI Ipswich LC
    
    
    0.8
    
    
    
    8.5
    
    
    
    9.8
    %
    
    
    0.8
    
    
    
    0.9
    
    
    
    1.0
    
    
    
    1.1Cluster 6  SE (N OF M4)
    
    
    8.7
    
    
    
    100.5
    
    
    
    8.6
    %
    
    
    8.7
    
    
    
    9.4
    
    
    
    10.2
    
    
    
    11.2HI Reading South LC
    
    
    1.4
    
    
    
    16.0
    
    
    
    8.5
    %
    
    
    1.4
    
    
    
    1.5
    
    
    
    1.6
    
    
    
    1.8HI Maidenhead LC
    
    
    1.8
    
    
    
    21.6
    
    
    
    8.4
    %
    
    
    1.8
    
    
    
    2.0
    
    
    
    2.1
    
    
    
    2.3HI Guildford LC
    
    
    2.4
    
    
    
    27.2
    
    
    
    8.6
    %
    
    
    2.4
    
    
    
    2.6
    
    
    
    2.8
    
    
    
    3.0HI Rochester LC
    
    
    0.7
    
    
    
    8.2
    
    
    
    8.6
    %
    
    
    0.7
    
    
    
    0.8
    
    
    
    0.8
    
    
    
    0.9HI Farnborough LC
    
    
    0.8
    
    
    
    11.0
    
    
    
    6.9
    %
    
    
    0.8
    
    
    
    0.8
    
    
    
    0.9
    
    
    
    1.0HI London  Sutton LC
    
    
    1.4
    
    
    
    15.3
    
    
    
    9.0
    %
    
    
    1.4
    
    
    
    1.5
    
    
    
    1.6
    
    
    
    1.8HI Bexley LC
    
    
    0.8
    
    
    
    8.9
    
    
    
    8.6
    %
    
    
    0.8
    
    
    
    0.8
    
    
    
    0.9
    
    
    
    1.0HI Maidstone LC
    
    
    0.7
    
    
    
    8.0
    
    
    
    8.4
    %
    
    
    0.7
    
    
    
    0.7
    
    
    
    0.8
    
    
    
    0.9HI Ashford Central LC
    
    
    0.4
    
    
    
    3.8
    
    
    
    9.5
    %
    
    
    0.4
    
    
    
    0.4
    
    
    
    0.4
    
    
    
    0.5Cluster 7  SE (S OF M4)
    
    
    10.2
    
    
    
    120.0
    
    
    
    8.5
    %
    
    
    10.2
    
    
    
    11.1
    
    
    
    12.0
    
    
    
    13.1HI Bristol Filton LC
    
    
    1.8
    
    
    
    19.3
    
    
    
    9.1
    %
    
    
    1.8
    
    
    
    1.9
    
    
    
    2.1
    
    
    
    2.3HI Portsmouth LC
    
    
    0.8
    
    
    
    8.2
    
    
    
    9.7
    %
    
    
    0.8
    
    
    
    0.9
    
    
    
    0.9
    
    
    
    1.0HI Cardiff City Centre LC
    
    
    1.0
    
    
    
    10.3
    
    
    
    9.6
    %
    
    
    1.0
    
    
    
    1.1
    
    
    
    1.2
    
    
    
    1.3HI Oxford LC
    
    
    1.4
    
    
    
    14.3
    
    
    
    10.0
    %
    
    
    1.4
    
    
    
    1.6
    
    
    
    1.7
    
    
    
    1.9HI Southampton LC
    
    
    1.0
    
    
    
    10.6
    
    
    
    9.4
    %
    
    
    1.0
    
    
    
    1.1
    
    
    
    1.2
    
    
    
    1.3HI Eastleigh LC
    
    
    1.0
    
    
    
    12.0
    
    
    
    8.8
    %
    
    
    1.0
    
    
    
    1.1
    
    
    
    1.2
    
    
    
    1.4HI Gloucester LC
    
    
    0.8
    
    
    
    8.7
    
    
    
    9.0
    %
    
    
    0.8
    
    
    
    0.8
    
    
    
    0.9
    
    
    
    1.0HI Fareham LC
    
    
    0.8
    
    
    
    8.9
    
    
    
    9.3
    %
    
    
    0.8
    
    
    
    0.9
    
    
    
    1.0
    
    
    
    1.1HI Swindon LC
    
    
    0.3
    
    
    
    3.5
    
    
    
    8.2
    %
    
    
    0.3
    
    
    
    0.3
    
    
    
    0.3
    
    
    
    0.4HI Taunton M5 Jct 25 LC
    
    
    0.9
    
    
    
    9.2
    
    
    
    9.4
    %
    
    
    0.9
    
    
    
    0.9
    
    
    
    1.0
    
    
    
    1.1HI Basingstoke LC
    
    
    0.5
    
    
    
    5.9
    
    
    
    7.7
    %
    
    
    0.5
    
    
    
    0.5
    
    
    
    0.5
    
    
    
    0.6Cluster 8  SW & WALES
    
    
    10.2
    
    
    
    110.9
    
    
    
    9.2
    %
    
    
    10.2
    
    
    
    11.1
    
    
    
    12.0
    
    
    
    13.263 Hotels
    
    
    79.1
    
    
    
    961.8
    
    
    
    8.2
    %
    
    
    79.1
    
    
    
    86.0
    
    
    
    93.0
    
    
    
    102.0HI Newcastle City LC
    
    
    1.0
    
    
    
    9.2
    
    
    
    10.8
    %HI Glasgow City West LC
    
    
    0.5
    
    
    
    9.4
    
    
    
    5.5
    %HI Birmingham City LC
    
    
    1.3
    
    
    
    12.7
    
    
    
    9.9
    %HI London Hampstead LC
    
    
    0.1
    
    
    
    1.4
    
    
    
    6.2
    %HI Bolton M61 Jct 5 LC
    
    
    (0.3
    )
    
    
    
    
    
    #DIV/0!HI Cardiff North LC
    
    
    (0.1
    )
    
    
    
    
    
    #DIV/0!HI Carlisle M6 Jct 44 LC
    
    
    0.2
    
    
    
    2.8
    
    
    
    6.0
    %HI Leicester West LC
    
    
    0.7
    
    
    
    6.3
    
    
    
    10.9
    %HI Leeds / Bradford Airport LC
    
    
    (0.1
    )
    
    
    
    
    
    #DIV/0!HI South Mimms LC
    
    
    0.5
    
    
    
    5.6
    
    
    
    8.6
    %10 Hotels
    
    
    3.7
    
    
    
    47.4
    
    
    
    7.7
    %73 Hotels
    
    
    82.7
    
    
    
    1,009.2
    
    
    
    8.2
    %
 175




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##### 



Table of Contents Contents
    
    Page1
    
    Interpretation
    
    
    12
    
    Agreement to Sell the Assets
    
    
    103
    
    Consideration
    
    
    114
    
    Conditions
    
    
    135
    
    Pre-Completion
    
    
    146
    
    Completion
    
    
    197
    
    Pensions and Employee Incentives
    
    
    208
    
    Post-Completion Adjustments
    
    
    239
    
    Warranties and Indemnities
    
    
    2310
    
    Limitation of Sellers Liability
    
    
    3411
    
    Claims
    
    
    3712
    
    SCPLC Guarantee
    
    
    4013
    
    Confidentiality
    
    
    4114
    
    Other Provisions
    
    
    42Schedule 1 Details of Shares to be sold
    
    
    54Schedule 2 The Companies and the Subsidiaries
    
    
    55Schedule 3 The Properties (Clause 1.1)
    
    
    104Schedule 4 Documents in the Agreed Terms
    
    
    124Schedule 5 Completion Obligations (Clause 6.2)
    
    
    125Schedule 6 Net Current Asset Statement (Clause 8.1)
    
    
    128Schedule 7 Warranties given by the Sellers (Clause 9)
    
    
    139Schedule 8 Warranties given by the Purchaser (Clause 9.7)
    
    
    161Schedule 9 Sellers Knowledge
    
    
    163
 i




---



##### 



Contents
    
    PageSchedule 10
    
    
    164Part 1 Split Contracts
    
    
    164Part 2 Purchaser Retained Contracts
    
    
    165Part 3 Sellers Group Contracts
    
    
    166Schedule 11 Inter-Group Debt
    
    
    167Schedule 12 Guaranteed Leases
    
    
    168Schedule 13 Listed Hotels
    
    
    173Schedule 14
    
    
    174Schedule 15 TPOP
    
    
    175
 ii