This excerpt taken from the MAR 10-Q filed Jul 22, 2005.



WHEREAS, the Seller owns interests in certain hotels in the United States, Canada, the Caribbean, Europe, and Australia which are currently operated and managed by the Buyer under the Marriott, Renaissance, Courtyard or Ramada brands;


WHEREAS, the Seller wishes to transfer all of the Seller’s interests in 33 hotels to the Buyer, through (i) the sale of the land, improvements and personal property comprising 12 of such hotels or, at the Buyer’s option, the sale of equity interests in entities that have interests in such hotels, (ii) the assignment of the leasehold interest in six (6) hotels, (iii) the sale of equity interests in entities that have interests in 14 hotels, or, at the Buyer’s option, the assignment of leasehold interests in three (3) of those hotels, and (iv) the assignment of the management agreement in one hotel, and the Buyer wishes to acquire such interests;


WHEREAS, the Seller and the Buyer wish to alter their relationship with respect to 34 other hotels owned by the Seller and managed by the Buyer by executing certain agreements in the form attached as exhibits hereto;


WHEREAS, the parties intend that the Seller shall sell to the Buyer, and the Buyer shall acquire from the Seller, all of the Seller’s equity interests in the Minority Owned Entities; and


WHEREAS, in connection with the transactions contemplated herein, it is the Seller’s and the Buyer’s intention to end all their pending disputes and to release each other from any and all existing claims arising from the management of all hotels, to terminate certain existing agreements and enter into certain other agreements which shall govern their future relationship.


NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties agree as follows:


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