EXHIBIT 10.1
ASSUMPTION, TERMINATION AND
AMENDMENT AGREEMENT
Reference is made to that certain
Amended and Restated Consolidated Guaranty Agreement, dated as of
February 16, 2005 (the “Guaranty”) among
InterContinental Hotels Group PLC (now known as InterContinental
Hotels Limited) (“ Old Guarantor ”), HPT TRS
IHG-1, Inc., HPT TRS IHG-2, Inc.,HPT IHG PR, Inc.
and Hospitality Properties Trust. The provisions of the
Guaranty are incorporated herein by this reference, as if fully set
forth herein.
Old Guarantor has engaged in a
Reorganization and become a Subsidiary of InterContinental Hotels
Group PLC (f/k/a New InterContinental Hotels Group PLC)
(“ New Guarantor ”) pursuant to a scheme of
arrangement more particularly described in the scheme circular
captioned “Recommended proposals for the return of
approximately £1 billion to IHG Shareholders by way of a
capital reorganization (by means of a scheme of arrangement under
Section 425 of the Companies Act of 1985)” sent to Old
Guarantor shareholders on or about May 3, 2005 (the “
Scheme ”). In connection with the Scheme, New
Guarantor has agreed to assume all of the obligations of Old
Guarantor under the Guaranty to comply with the requirements of the
Guaranty and the Management Agreements. Such compliance is a
direct material benefit to New Guarantor.
In consideration of the foregoing
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged:
1.
Old Guarantor and New Guarantor shall cause there to be delivered
to HPT an opinion of counsel satisfactory to HPT with respect to,
among other things, the existence of the New Guarantor and the due
execution and delivery by New Guarantor of this Agreement and the
enforceability against New Guarantor of this Agreement.
2.
Upon delivery of this Assum
