-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C9OflxzVF7MH3LfbeFwXBVVrdAu8BeSSg8SoZhNJO5UUX+8txZIIaGGrayjLp2bg sH+cpQnEg5g2OQKCDkMcVg== 0000950103-06-000302.txt : 20060210 0000950103-06-000302.hdr.sgml : 20060210 20060210170739 ACCESSION NUMBER: 0000950103-06-000302 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060210 DATE AS OF CHANGE: 20060210 GROUP MEMBERS: ICH GROUP RESOURCES, INC. GROUP MEMBERS: SCH MINORITY HOLDINGS, LLC GROUP MEMBERS: SIX CONTINENTS HOTELS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FelCor Lodging Trust Inc CENTRAL INDEX KEY: 0000923603 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 752541756 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43551 FILM NUMBER: 06599586 BUSINESS ADDRESS: STREET 1: 545 E JOHN CARPENTER FREEWAY STREET 2: SUITE 1300 CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 9724444900 MAIL ADDRESS: STREET 1: 545 E JOHN CARPENTER FREEWAY STREET 2: SUITE 1300 CITY: IRVING STATE: TX ZIP: 75062 FORMER COMPANY: FORMER CONFORMED NAME: FELCOR LODGING TRUST INC DATE OF NAME CHANGE: 19980810 FORMER COMPANY: FORMER CONFORMED NAME: FELCOR SUITE HOTELS INC DATE OF NAME CHANGE: 19940523 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERCONTINENTAL HOTELS GROUP PLC /NEW/ CENTRAL INDEX KEY: 0000858446 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 250420260 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 NORTH AUDLEY ST CITY: LONDON WIY 1WE ENGLA STATE: X0 ZIP: 32822 BUSINESS PHONE: 4045513500 MAIL ADDRESS: STREET 1: 20 NORTH AUDLEY ST STREET 2: - CITY: LONDON ENGLAND STATE: X0 ZIP: W1K 6WN FORMER COMPANY: FORMER CONFORMED NAME: SIX CONTINENTS PLC DATE OF NAME CHANGE: 19950531 SC 13D/A 1 feb1006_sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

FELCOR LODGING TRUST INCORPORATED

(Name of Issuer)

COMMON STOCK

$.01 PAR VALUE

(Title of Class of Securities)

31430F101

(CUSIP Number)

SCH MINORITY HOLDINGS, LLC

SIX CONTINENTS HOTELS, INC.

ICH GROUP RESOURCES, INC.

INTERCONTINENTAL HOTELS GROUP PLC

(Names of Persons Filing Statement)

THOMAS J. REID

Davis Polk & Wardwell

99 Gresham Street

London EC2V 7NG

Tel. No.: +44 20 7418 1355

(Name, Address and Telephone Number of

Person Authorized to Receive Notices

and Communications)

February 9, 2006

(Date of Event which Requires Filing of

this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following: o

Check the following box if a fee is being paid with this statement: o

CUSIP No. 31430F101

13D

1	NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON INTERCONTINENTAL HOTELS GROUP PLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION UK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 532,428
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER 532,428
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 532,428
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9%
14	TYPE OF REPORTING PERSON* CO

CUSIP No. 31430F101

13D

1	NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SCH MINORITY HOLDINGS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION DE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON* OO

CUSIP No. 31430F101

13D

1	NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SIX CONTINENTS HOTELS, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION DE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 532,428
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 532,428
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 532,428
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9%
14	TYPE OF REPORTING PERSON* CO

CUSIP No. 31430F101

13D

1	NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON INTERCONTINENTAL HOTELS GROUP RESOURCES, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION DE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON* CO

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Statement on Schedule 13D (the “Schedule 13D”) originally filed on November 9, 1998 by Holiday Corporation, a Delaware corporation (“HC”), Bass America, Inc., a Delaware corporation (“BAI”), and Bass PLC, a public limited company organized under the laws of England and Wales (“Bass”) (the “Original Statement”), as amended by Amendment No. 1 to the Schedule 13D filed with the Commission on February 29, 2000 (“Amendment No. 1”) and Amendment No. 2 to the Schedule 13D filed with the Commission on October 11, 2002 (“Amendment No. 2”), relating to the shares (the “Shares”) of Common Stock, $0.01 par value per share, of FelCor Lodging Trust Incorporated, a Maryland corporation (the “Issuer”).

All capitalized terms used in this Amendment No. 3 without definition have the meanings attributed to them in the Original Statement, as amended by Amendment No. 1 and Amendment No. 2.

The items of the Schedule 13D set forth below are hereby amended and supplemented as follows:

Item 2. Identity and Background.

Item 2 is amended by amending and restating such Item in its entirety as follows:

“The name of the persons filing this statement are SCH Minority Holdings, LLC, a Delaware limited liability company (“SCHMH”), Six Continents Hotels, Inc., a Delaware corporation (“SCH”), InterContinental Hotels Group Resources, Inc., a Delaware corporation (“IGR”, a successor in interest to Bristol Hotels & Resorts, a Delaware corporation), and InterContinental Hotels Group PLC, a public limited company organized under the laws of England and Wales (“IHG”, and together with SCHMH, SCH and IGR, the “IHG Entities” or the “Reporting Persons”).

The address of the principal business and the principal office of SCHMH is Three Ravinia Drive, Suite 100, Atlanta, Georgia 30346. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of SCHMH is set forth on Schedule A.

The address of the principal business and the principal office of SCH is Three Ravinia Drive, Suite 100, Atlanta, Georgia 30346. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of SCH is set forth on Schedule B.

The address of the principal business and the principal office of IGR is Three Ravinia Drive, Suite 100, Atlanta, Georgia 30346. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of IGR is set forth on Schedule C.

The address of the principal business and the principal office of IHG is 67 Alma Road, Windsor, Berkshire, SL4 3HD, United Kingdom. The name, business address, present principal occupation or employment, and citizenship of each director and executive officer of Six Continents is set forth on Schedule D.

Effective April 15, 2003, Six Continents PLC separated into two new listed entities, InterContinental Hotels Group PLC, comprising the hotels and soft drinks businesses and Mitchells & Butlers plc, comprising the retail and standard commercial property developments business.

IHG is a public limited company organized under the laws of England and Wales and is the ultimate parent of SCHMH, SCH and IGR. The business of IHG and its subsidiaries comprises the ownership, management, leasing and franchising of hotels and resorts. The sole activity of SCHMH is the ownership of Shares. SCH owns, operates and franchises hotels under the names “Crowne Plaza”, “Holiday Inn”, “Holiday Inn Express” and “Staybridge Suites”. IGR leases and manages hotels in North America.

During the last five years, none of the IHG Entities, nor any other person controlling, controlled by or under common control with the IHG Entities, nor to the best of their knowledge, any of the persons listed on Schedules A, B, C and D attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.”

Item 4. Purpose of Transaction.

Item 4 is amended by inserting the following paragraphs immediately after the fourth paragraph thereof:

“Each of SCHMH, SCH and IGR entered into separate Purchase Agreements with RREEF America L.L.C. (“RREEF”), dated as of February 9, 2006, pursuant to which SCHMH sold 7,161,697 Shares, SCH sold 1,924,618 Shares and IGR sold 413,685 Shares at a price of $19 per Share.

In connection with the transactions contemplated by the Purchase Agreements entered into by the IHG Entities, the Issuer’s Board of Directors exempted RREEF from certain provisions in the Issuer’s Articles of Amendment and Restatement that prohibit ownership by any person of more than 9.9% of the outstanding Shares. As a result of the disposition of Shares by IHG Entities pursuant to the Purchase Agreements, IHG Entities decreased their ownership interest in the Issuer from approximately 17.1% to 0.9% .”

Item 5. Interest in Securities of the Issuer.

Item 5 is amended by amending and restating such Item in its entirety as follows:

“(a)(i) For the purpose of Rule 13d-3 promulgated under the Exchange Act, SCHMH sold 7,161,67 Shares and no longer beneficially owns any Shares of the Issuer;

(a)(ii) For the purpose of Rule 13d-3 promulgated under the Exchange Act, SCH sold 1,924,618 Shares and now beneficially owns 532,428 Shares, representing approximately 0.9% of the outstanding Shares of the Issuer;

(a)(iii) For the purposes of Rule 13d-3 promulgated under the Exchange Act, IGR sold 413,685 Shares and no longer beneficially owns any Shares of the Issuer; and

(a)(iv) IHG, the indirect parent of SCHMH, SCH and IGR, for purposes of Rule 13d-3 promulgated under the Exchange Act, beneficially owns 532,428 Shares (the total Shares owned by SCHMH, SCH and IGR), representing approximately 0.9% of the outstanding Shares of the Issuer.

Except as set forth in this Item 5(a), none of the IHG Entities, nor any other person controlling, controlled by or under common control with, the IHG Entities, nor, to the best of their knowledge, any persons named in Schedules A, B, C or D hereto owns beneficially any Shares.

Due to the sale of the Shares, each IHG Entity ceased to be a beneficial owner of more than 5% of the outstanding Shares of the Issuer.

(b) SCH has shared power to vote and to dispose of 532,428 Shares and IHG has shared power to vote and to dispose of 532,428 Shares.

(d) Not applicable.

(e) Not applicable.”

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except as set forth above, there are no contracts, arrangements, understandings or relationships between the IHG Entities and any other person with respect to any Shares of the Issuer.

Item 7. Material to be Filed as Exhibits.

Item 7 is amended by adding the following language at the end thereof:

	“Exhibit 10:	Purchase Agreement, dated as of February 9, 2006, between SCHMH and RREEF.

	Exhibit 11:	Purchase Agreement, dated as of February 9, 2006, between SCH and RREEF.

	Exhibit 12:	Purchase Agreement, dated as of February 9, 2006, between IGR and RREEF.

Schedule A is deleted in its entirety and replaced with Schedule A attached hereto.

Schedule B is deleted in its entirety and replaced with Schedule B attached hereto.

Schedule C is deleted in its entirety and replaced with Schedule C attached hereto.

Schedule D is deleted in its entirety and replaced with Schedule D attached hereto.

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 10, 2006

SCH MINORITY HOLDINGS, LLC


By:	/s/ Michael L. Goodson

	Name:	Michael L. Goodson
	Title:	Attorney-in-fact


SIX CONTINENTS HOTELS, INC.

By:	/s/ Michael L. Goodson

	Name:	Michael L. Goodson
	Title:	Attorney-in-fact


ICH GROUP RESOURCES, INC.

By:	/s/ Michael L. Goodson

	Name:	Michael L. Goodson
	Title:	Attorney-in-fact


INTERCONTINENTAL HOTELS GROUP PLC

By:	/s/ Richard Solomons

	Name:	Richard Solomons
	Title:	Finance Director

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF SCHMH

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of SCHMH are set forth below. If no business address is given the director’s or officer’s business address is Three Ravinia Drive, Suite 100, Atlanta, GA 30346. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to SCH. Unless otherwise indicated, all of the persons listed below are citizens of the United States of America.

		Present Principal Occupation
Name and Business Address		Including Name and Address⁽¹⁾ of Employer

Directors

Robert J. Chitty		Director and Vice President, Tax &
		Treasurer of SCHMH; Vice President, Tax &
		Treasurer

Julian Fortuna		Director of SCHMH; Vice President & General
		Tax Counsel

		Present Principal Occupation
Name and Business Address		Including Name and Address⁽²⁾ of Employer

Executive Officers
(Who Are Not Directors)

Not Applicable.


(1)	Same address as director’s or officer’s business address except where indicated.
(2)	Same address as director’s or officer’s business address except where indicated.

SCHEDULE B

DIRECTORS AND EXECUTIVE OFFICERS OF SCH

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of SCH are set forth below. If no business address is given the director’s or officer’s business address is Three Ravinia Drive, Suite 100, Atlanta, GA 30346. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to SCH. Unless otherwise indicated, all of the persons listed below are citizens of the United States of America.

		Present Principal Occupation
Name and Business Address		Including Name and Address⁽¹⁾ of Employer

Directors

Angela I. Brav		Director, Senior Vice President, Americas,
		Franchise & Operations Support

Robert L. Jackman		Director, Senior Vice President,
		General Counsel and Secretary

Kirk Kinsell		Director, Senior Vice President and
		Chief Development Officer, Business Development
		and Franchise Sales

Richard R. Kowaleski		Director, Senior Vice President, Americas,
		Finance

Stevan D. Porter		Director, President, Americas

Kate S. Stillman		Director, Senior Vice President, Americas
		Human Resources, Corporate Affairs & Training

Mark Wells		Director, Senior Vice President, Americas
		Brand Performance

		Present Principal Occupation
Name and Business Address		Including Name and Address⁽²⁾ of Employer

Executive Officers
(Who Are Not Directors)

Robert J. Chitty		Vice President, Tax and Treasury

Robert C. Gunkel		Vice President, Project Finance

John K. Merkin		Vice President, Franchise Operations


(1)	Same address as director’s or officer’s business address except where indicated.
(2)	Same address as director’s or officer’s business address except where indicated.

SCHEDULE C

DIRECTORS AND EXECUTIVE OFFICERS OF IGR

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of IGR are set forth below. If no business address is given the director’s or officer’s business address is Three Ravinia Drive, Suite 100, Atlanta, Georgia 30346. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to SCH. Unless otherwise indicated, all of the persons listed below are citizens of the United States of America.

		Present Principal Occupation
Name and Business Address		Including Name and Address⁽¹⁾ of Employer

Directors

David A. Hom		Director, Vice President, Associate General
		Counsel and Assistant Secretary

Thomas P. Murray		Director, Chief Operating Officer, Americas

Stevan D. Porter		Director, President, Americas

		Present Principal Occupation
Name and Business Address		Including Name and Address⁽²⁾ of Employer

Executive Officers
(Who Are Not Directors)

James F. Anhut		Regional Senior Vice President, Staybridge Suites

Robert C. Gunkel		Vice President, Project Finance

Alexi S. Hakim		Vice President, Hotel Operations


(1)	Same address as director’s or officer’s business address except where indicated.
(2)	Same address as director’s or officer’s business address except where indicated.

SCHEDULE D

DIRECTORS AND EXECUTIVE OFFICERS OF INTERCONTINENTAL HOTELS GROUP PCS

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Six Continents are set forth below. If no business address is given the director’s or officer’s business address is 20 North Audley Street, London W1K 6WN, United Kingdom. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Six Continents. Unless otherwise indicated, all of the persons listed below are citizens of the United Kingdom.

		Present Principal Occupation
Name and Business Address		Including Name and Address⁽¹⁾ of Employer

Directors

David Webster		Non-Executive Chairman

Andrew Cosslett		Chief Executive and Director

Richard Hartman		Executive Director and Managing Director of EMEA

Stevan Porter		Executive Director and President, the Americas

Richard Solomons		Director and Finance Director

David Kappler		Non-Executive Director

Ralph Kugler		Non-Executive Director

Jennifer Laing		Non-Executive Directro

Robert C. Larson		Non-Executive Director

Jonathan Linen		Non-Executive Director

Sir David Prosser		Non-Executive Director

Sir Howard Stringer		Non-Executive Director

		Present Principal Occupation
Name and Business Address		Including Name and Address⁽²⁾ of Employer

Executive Officers
(Who Are Not Directors)

Peter Gowers		Executive Vice President, Global Brand Services

A. Patrick Imbardelli		Managing Director, Asia Pacific

Jim Larson		Executive Vie President, Human Resources

Richard Winter		Executive Vice President, Corporate Services
		Group Company Secretary and General Counsel


(1)	Same address as director’s or officer’s business address except where indicated.
(2)	Same address as director’s or officer’s business address except where indicated.

EX-99.10 2 ex10.htm

Exhibit 10

PURCHASE AGREEMENT, made as of the 9 day of February, 2006

AMONG

(1)	SCH MINORITY HOLDINGS, LLC, Three Ravinia Drive, Suite 100, Atlanta, Georgia 30346, a Delaware limited liability company (the “Seller”)

(2)	RREEF AMERICA L.L.C., 875 N. Michigan Ave., 41^stFloor, Chicago, IL 60611, a Delaware limited liability company (the “Buyer”), a registered investment adviser registered pursuant to the Investment Advisers Act of 1940, which has discretionary investment management authority with respect to securities held in its clients’ accounts.

WHEREAS

The Seller proposes to sell, or to cause its relevant affiliates to sell, and the Buyer proposes to purchase from the Seller, in each case subject to the terms and conditions set out in this Agreement, an aggregate amount of 7,161,697 shares (the “Sale Shares”) of Common Stock, par value $0.01 per share (the “Shares”), of FelCor Lodging Trust Incorporated, a Maryland Corporation (the “Company”), at a price per Sale Share as set forth below and otherwise on the terms set out in this Agreement.

NOW IT IS HEREBY AGREED as follows:

1.	Purchase and Sale.

	Subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell to the Buyer the Sale Shares, and the Buyer agrees to purchase such Sale Shares at the purchase price set out below and free from all pledges, liens, security interests or other encumbrances, including, without limitation, any restrictions on the ability to vote, and with all rights attaching thereto, including, for the avoidance of doubt, any dividends hereafter declared, made or paid in respect thereof, assuming that the waiver granted by the Company (and a copy of which is attached hereto as Annex II) is valid and is in full force and effect as of the date hereof and as of the Settlement Day (as defined below).

2.	Settlement.

	(A)	The “Settlement Day” shall be 12:00 p.m. (New York time) on 15 February, 2006.

	(B)	On the Settlement Day the Seller shall deliver to the Buyer the Sale Shares in book-entry form or otherwise in the manner agreed by

		the parties against payment in full in accordance with Section 3. On the Settlement Day the Buyer will pay for the Sale Shares so delivered by wire transfer in Federal or other immediately available funds to a bank account or accounts designated by the Seller or otherwise in the manner agreed by the parties.

3.	Purchase Price.

	The purchase price per share to be paid by the Buyer for the Sale Shares on the Settlement Day shall be $19 per Sale Share delivered on such Settlement Day. The aggregate proceeds payable to the Seller on the Settlement Day shall be $136,072,243.

4.	Seller Representations, Warranties, Covenants and Undertakings.

	The Seller undertakes to execute all such documents and do all such acts and things as the Buyer may reasonably require in order to give effect to the terms of this Agreement and to enable the sale and purchase of the Sale Shares to be carried out and given full force and effect. In addition:

	(A)	The Seller hereby makes the representations, warranties and undertakings set forth in Annex I, attached hereto and made a part hereof, as of the date hereof and as of the Settlement Day and it shall be a condition to the Buyer’s obligations hereunder that such representations, warranties and undertakings are true and accurate in all material respects as of the Settlement Day.

	(B)	The Seller shall notify the Buyer forthwith if on or prior to the Settlement Day it becomes aware that any of the representations, warranties, undertakings or agreements set out in Annex I hereto ceases to be true and accurate or becomes misleading in any material respect or that there has been any material breach of any of such representations, warranties, undertakings or agreements.

5.	Buyer Representations, Warranties, Covenants and Undertakings.

	The Buyer undertakes to execute all such documents and do all such acts and things as the Seller may reasonably require in order to give effect to the terms of this Agreement and to enable the sale and purchase of the Sale Shares to be carried out and given full force and effect. In addition:

	(A)	The Buyer represents and warrants to the Seller as of the date hereof and as of the Settlement Day that (x) the execution, delivery and performance by the Buyer of this Agreement and the consummation of the transactions contemplated hereby are within

		the corporate powers of the Buyer and have been duly authorized by all necessary corporate action on the part of the Buyer and (y) the Buyer has, or will have prior to the Settlement Day, sufficient cash, available lines of credit or other sources of immediately available funds, including monies available from calls on investors in funds that may be managed by the Buyer, to enable it to make payment of the purchase price hereunder.

	(B)	The Buyer has had such opportunity as it has deemed adequate to review the publicly available information regarding the Company and on that basis and without reliance on any express or implied representation or warranty made by the Seller with respect thereto, the Buyer has such information as is necessary to permit it to evaluate the merits and risk of the transaction contemplated hereby.

	(C)	The Buyer has obtained a copy of each of the following registration statements (including prospectus), together with any amendments on file with the United States Securities and Exchange Commission: (i) Form S-3 (File No. 333-122221) dated January 21, 2005, (ii) Post-Effective Amendment No. 1 to Form S- 4 (File No. 333-50509) dated June 1, 1998 and (iii) Form S-3 (File No. 333-125040) dated May 18, 2005.

	(D)	The Buyer acknowledges that the Seller has made no representation or warranty, express or implied, with respect to the merits and risks of the transaction contemplated hereby.

	(E)	The Buyer has sufficient experience in business, financial and investment matters to be able to evaluate the merits and risks of the transaction contemplated hereby and to make an informed investment decision with respect to such transaction.

6.	Miscellaneous.

	(A)	Any time, date or period mentioned in this Agreement may be extended by mutual agreement between the parties hereto, but as regards any time, date or period originally fixed or any time, date or period so extended as aforesaid, time shall be of the essence.

	(B)	Each party to this Agreement shall pay all of its expenses in connection with this Agreement and the transactions contemplated hereby.

	(C)	This Agreement shall constitute the entire agreement on the subject matter between the parties hereto and supersedes any and all prior

		agreements and understandings, oral or written, relating to the subject matter hereof.

	(D)	This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

7.	Notices.

	Any notice to be given under this Agreement shall be in writing and shall be delivered to or sent by registered or recorded post or by facsimile transmission to the parties’ respective addresses or registered offices as set out in this Agreement or at any other address designated in writing by the receiving party. Any such notice shall be deemed served on the business day of actual receipt; where actual receipt occurs on a day which is a Saturday, Sunday or bank holiday the effective date of service shall be the first business day following the date of actual receipt or, if earlier, the date upon which receipt shall have been acknowledged.

8.	Governing Law; Submission to Jurisdiction.

	THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH PARTY HERETO, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EXPRESSLY ACCEPTS THE NONEXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE STATE OF NEW YORK, COUNTY OF NEW YORK, IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING BASED ON OR ARISING UNDER THIS AGREEMENT. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY HAVE NOW OR HEREAFTER TO THE LAYING OF THE VENUE OF ANY PROCEEDINGS IN SUCH COURTS AND ANY CLAIM THAT ANY SUCH PROCEEDINGS HAVE BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER IRREVOCABLY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDINGS BROUGHT IN SUCH COURTS SHALL BE CONCLUSIVE AND BINDING UPON SUCH PARTY AND MAY BE ENFORCED IN THE COURTS OF ANY OTHER JURISDICTION. NOTHING CONTAINED IN THE AGREEMENT SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER JURISDICTION FOR THE PURPOSES OF THE ENFORCEMENT OR EXECUTION OF ANY JUDGMENT OR OTHER SETTLEMENT IN ANY OTHER COURTS. EACH OF THE SELLER AND THE BUYER IRREVOCABLY WAIVE ANY

AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY.

IN WITNESS WHEREOF this Agreement has been duly executed as of the day and year first above written.

SCH MINORITY HOLDINGS, LLC

By:	/s/ Michael L. Goodson

	Name:	Michael L. Goodson
	Title:	As Attorney



RREEF AMERICA L.L.C

By:	/s/ Asad Kazim

	Name:	Asad Kazim
	Title:	Vice President

ANNEX I

Representations, Warranties and Undertakings of the Seller

The Seller hereby severally represents, warrants and undertakes to the Buyer as follows:

1.	The Seller has full power under its constitutional documents and applicable law, and all authorizations, approvals, consents and licenses required by it have been unconditionally obtained and are in full force and effect, to permit such Seller to enter into and perform this Agreement; the execution and delivery by such Seller of, and the performance by such Seller of, this Agreement will not contravene such constitutive documents of such Seller, any provision of applicable law, any agreement or other instrument binding upon such Seller or any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Seller or any of its assets, and no consent, approval, authorization or order of, or qualification or filing with, any governmental body or agency is required for the performance by such Seller of its obligations under this Agreement, except such as have already been obtained and are in full force and effect; and this Agreement has been duly authorized, executed and delivered by such Seller and is a valid and binding agreement of such Seller;

2.	Assuming that the waiver granted by the Company with respect to ownership of shares in excess of 9.9% is valid and is in full force and effect as of the date hereof and as of the Settlement Day, the Seller is the record and beneficial owner of the Sale Shares, free and clear of any lien and has the legal right and power to sell and transfer the Sale Shares and the transfer of the Sale Shares by such Seller to the Buyer will pass title to such shares, free and clear of all security interests, liens, encumbrances, equities or other claims including, without limitation, any restrictions on the ability to vote; and

3.	The Sale Shares are registered on, and are being sold pursuant to, one or more effective registration statements currently on file with the United States Securities and Exchange Commission.

ANNEX II

UNANIMOUS WRITTEN CONSENT OF
THE EXECUTIVE COMMITTEE OF THE
BOARD OF DIRECTORS OF
FELCOR LODGING TRUST INCORPORATED
IN LIEU OF A
SPECIAL MEETING

February 7, 2006

Pursuant to Section 2-408(c) of the Maryland General Corporation Law, the undersigned, constituting all of the members of the Executive Committee of the Board of Directors of FelCor Lodging Trust Incorporated, a Maryland corporation (the “Corporation”), do hereby consent that when all of the members of the Executive Committee of the Board of Directors have signed this written consent, or an exact counterpart hereof, the preambles and resolutions below shall be passed and adopted as resolutions of the Executive Committee of the Boardof Directors to have the same force and effect as if adopted at a special meeting of the Executive Committee of the Board of Directors duly called and held and hereby direct that this written consent to such action be filed with the minutes of the proceedings of the Executive Committee of the Board of Directors of the Corporation:

Exemption From Prohibition of Ownership of More than 9.9% of the Outstanding Shares
of Any Class of Equity Stock.

WHEREAS, certain subsidiaries of InterContinental Hotels Group plc (collectively, “IHG”) hold an aggregate of 10,032,428 shares of the outstanding common stock of the Corporation (the “Common Stock”), representing approximately 17.5% of the issued and outstanding Common Stock;

WHEREAS, subsections D.(2) and D.(3) of Article V of the Charter of the Corporation prohibit the Beneficial Ownership and Constructive Ownership of more than 9.9% of the outstanding shares of any class of Equity Stock of the Corporation (the “Ownership Limit”), provided that, the Board of Directors may, pursuant to subsection D.(9) of Article V, exempt certain specified shares of Equity Stock of the Corporation proposed to be transferred to, and/or owned by, a person who has provided the Board of Directors with such evidence, undertakings and assurances as the Board of Directors may require that such transfer to, and/or ownership by, such person of the specified shares will not prevent the continued qualification of the Corporation as a Real Estate Investment Trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated under the Code; and pursuant to such subsection D.(9), the Board of Directors previously granted an exemption with respect to the ownership by IHG of the Corporation’s Common Stock;

WHEREAS, IHG now desires to transfer the majority of the shares of Common Stock owned by it in a block sale to RREEF America, L.L.C. (“RREEF”), and in

connection with such proposed transfer, RREEF, on its own behalf and on behalf of its affiliates (the “Affiliates”), has requested an exemption from the Ownership Limit;

WHEREAS, RREEF is an investment adviser, registered pursuant to the Investment Advisers Act of 1940, which has discretionary investment management authority with respect to securities held in its clients’ accounts, and RREEF’s clients are primarily institutional investors, such as public and private pension funds and investment companies who custody their securities with custodians of their own selection;

WHEREAS, RREEF has represented to the Corporation that it is a passive investor which may be deemed to “beneficially own” its clients’ securities solely by virtue of certain rules and regulations under the Securities Exchange Act of 1934 (the “Exchange Act”) and which broadly define “beneficial owner” as a person who has voting power and/or investment power (see Rule 13d-3 under the Exchange Act), however RREEF does not directly hold its clients’ securities and has no economic interest in its clients’ securities;

WHEREAS, the vast majority of RREEF’s clients, including its registered investment company clients, and most of its government and pension fund clients, are not treated as “individuals” for purposes of the “five-or-fewer” test applicable to REITs and RREEF has disclaimed purchasing the Common Stock for the purpose of or with the effect of changing or influencing the control of the Corporation;

WHEREAS, the Executive Committee of the Board of Directors has been advised that granting RREEF an exemption from the Ownership Limit would not prevent the continued qualification of the Corporation as a REIT;

WHEREAS, the Executive Committee of the Board of Directors understands that Hunton & Williams LLP will deliver an opinion to the effect that the Corporation will not fail to qualify as a REIT as a result of granting an exemption to RREEF with respect to RREEF’s acquisition, in the aggregate with the holdings of its Affiliates, of Common Stock in excess of the Ownership Limit;

NOW, THEREFORE, BE IT RESOLVED, that, the Corporation hereby exempts RREEF (the “Exemption”) from the Ownership Limit with respect to the beneficial and constructive ownership (as determined pursuant to Article V of the Charter) by RREEF (together with its Affiliates) of up to 17.5% of the outstanding shares of the Common Stock, subject to the terms and conditions described in these resolutions;

FURTHER RESOLVED, that the Exemption (i) is conditioned on (A) RREEF and its Affiliates having discretionary investment management authority over no more than 17.5%, in the aggregate, of the outstanding Common Stock at any time, (B) no individual account managed by RREEF owning through RREEF, beneficially or constructively (as determined pursuant to Article V of the Charter), more than 5% of the outstanding Common Stock; and (C) no Person (as that term is defined by the Code) that owns Common Stock through a RREEF account beneficially or constructively owning

(as determined pursuant to Article V of the Charter) more than 9.9% of the outstanding Common Stock of the Company at any time, and (ii) will be automatically revoked to the extent that any of the above conditions is breached;

FURTHER RESOLVED, that the Board of Directors reserves the right to examine the effects, if any, on the Corporation’s REIT status of RREEF’s ownership of Common Stock in excess of the Ownership Limit, and further reserves the right to suspend, revoke, or modify the RREEF Exemption at any time to the extent necessary for the Corporation to maintain its REIT status;

FURTHER RESOLVED, that Lawrence D. Robinson is hereby authorized and directed to notify the appropriate RREEF representative of the Exemption and all of the conditions thereon, as set forth in these resolutions; and

FURTHER RESOLVED, that Lawrence D. Robinson is hereby authorized, in his discretion, to review periodically the ownership of Common Stock by RREEF, including making appropriate inquiries of RREEF, and to report, in his discretion, to the Board of Directors any facts or circumstances as a result of which beneficial ownership of Common Stock by RREEF threatens or jeopardizes the Corporation’s status as a REIT; and

FURTHER RESOLVED, that the effective date of these resolutions shall be February 7, 2006.

IN WITNESS WHEREOF, the undersigned have executed this consent to be effective as of the date written above.

/s/ Donald J. McNamara

Donald J. McNamara

/s/ Robert H. Lutz, J.

Robert H. Lutz, J.

/s/ Richard A. Smith

Richard A. Smith

EX-99.11 3 ex11.htm

Exhibit 11

PURCHASE AGREEMENT, made as of the 9 day of February, 2006

AMONG

(1)	SIX CONTINENTS HOTELS, INC., Three Ravinia Drive, Suite 100, Atlanta, Georgia 30346, a Delaware corporation (the “Seller”)

(2)	RREEF AMERICA L.L.C., 875 N. Michigan Ave., 41^stFloor, Chicago, IL 60611, a Delaware limited liability company (the “Buyer”), a registered investment adviser registered pursuant to the Investment Advisers Act of 1940, which has discretionary investment management authority with respect to securities held in its clients’ accounts.

WHEREAS

	The Seller proposes to sell, or to cause its relevant affiliates to sell, and the Buyer proposes to purchase from the Seller, in each case subject to the terms and conditions set out in this Agreement, an aggregate amount of 1,924,618 shares (the “Sale Shares”) of Common Stock, par value $0.01 per share (the “Shares”), of FelCor Lodging Trust Incorporated, a Maryland Corporation (the “Company”), at a price per Sale Share as set forth below and otherwise on the terms set out in this Agreement.

NOW IT IS HEREBY AGREED as follows:

1.	Purchase and Sale. Subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell to the Buyer the Sale Shares, and the Buyer agrees to purchase such Sale Shares at the purchase price set out below and free from all pledges, liens, security interests or other encumbrances, including, without limitation, any restrictions on the ability to vote, and with all rights attaching thereto, including, for the avoidance of doubt, any dividends hereafter declared, made or paid in respect thereof, assuming that the waiver granted by the Company (and a copy of which is attached hereto as Annex II) is valid and is in full force and effect as of the date hereof and as of the Settlement Day (as defined below).

2.	Settlement.

	(A)	The “Settlement Day” shall be 12:00 p.m. (New York time) on 15 February, 2006.

	(B)	On the Settlement Day the Seller shall deliver to the Buyer the Sale Shares in book-entry form or otherwise in the manner agreed by the parties against payment in full in accordance with Section 3.

		On the Settlement Day the Buyer will pay for the Sale Shares so delivered by wire transfer in Federal or other immediately available funds to a bank account or accounts designated by the Seller or otherwise in the manner agreed by the parties.

3.	Purchase Price.

	The purchase price per share to be paid by the Buyer for the Sale Shares on the Settlement Day shall be $19 per Sale Share delivered on such Settlement Day. The aggregate proceeds payable to the Seller on the Settlement Day shall be $36,567,742.

4.	Seller Representations, Warranties, Covenants and Undertakings.

	The Seller undertakes to execute all such documents and do all such acts and things as the Buyer may reasonably require in order to give effect to the terms of this Agreement and to enable the sale and purchase of the Sale Shares to be carried out and given full force and effect. In addition:

	(A)	The Seller hereby makes the representations, warranties and undertakings set forth in Annex I, attached hereto and made a part hereof, as of the date hereof and as of the Settlement Day and it shall be a condition to the Buyer’s obligations hereunder that such representations, warranties and undertakings are true and accurate in all material respects as of the Settlement Day.

	(B)	The Seller shall notify the Buyer forthwith if on or prior to the Settlement Day it becomes aware that any of the representations, warranties, undertakings or agreements set out in Annex I hereto ceases to be true and accurate or becomes misleading in any material respect or that there has been any material breach of any of such representations, warranties, undertakings or agreements.

5.	Buyer Representations, Warranties, Covenants and Undertakings.

	The Buyer undertakes to execute all such documents and do all such acts and things as the Seller may reasonably require in order to give effect to the terms of this Agreement and to enable the sale and purchase of the Sale Shares to be carried out and given full force and effect. In addition:

	(A)	The Buyer represents and warrants to the Seller as of the date hereof and as of the Settlement Day that (x) the execution, delivery and performance by the Buyer of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of the Buyer and have been duly authorized

		by all necessary corporate action on the part of the Buyer and (y) the Buyer has, or will have prior to the Settlement Day, sufficient cash, available lines of credit or other sources of immediately available funds, including monies available from calls on investors in funds that may be managed by the Buyer, to enable it to make payment of the purchase price hereunder.

	(B)	The Buyer has had such opportunity as it has deemed adequate to review the publicly available information regarding the Company and on that basis and without reliance on any express or implied representation or warranty made by the Seller with respect thereto, the Buyer has such information as is necessary to permit it to evaluate the merits and risk of the transaction contemplated hereby.

	(C)	The Buyer has obtained a copy of each of the following registration statements (including prospectus), together with any amendments on file with the United States Securities and Exchange Commission: (i) Form S-3 (File No. 333-122221) dated January 21, 2005, (ii) Post-Effective Amendment No. 1 to Form S- 4 (File No. 333-50509) dated June 1, 1998 and (iii) Form S-3 (File No. 333-125040) dated May 18, 2005.

	(D)	The Buyer acknowledges that the Seller has made no representation or warranty, express or implied, with respect to the merits and risks of the transaction contemplated hereby.

	(E)	The Buyer has sufficient experience in business, financial and investment matters to be able to evaluate the merits and risks of the transaction contemplated hereby and to make an informed investment decision with respect to such transaction.

6.	Miscellaneous.

	(A)	Any time, date or period mentioned in this Agreement may be extended by mutual agreement between the parties hereto, but as regards any time, date or period originally fixed or any time, date or period so extended as aforesaid, time shall be of the essence.

	(B)	Each party to this Agreement shall pay all of its expenses in connection with this Agreement and the transactions contemplated hereby.

	(C)	This Agreement shall constitute the entire agreement on the subject matter between the parties hereto and supersedes any and all prior

		agreements and understandings, oral or written, relating to the subject matter hereof.

	(D)	This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

7.	Notices.

	Any notice to be given under this Agreement shall be in writing and shall be delivered to or sent by registered or recorded post or by facsimile transmission to the parties’ respective addresses or registered offices as set out in this Agreement or at any other address designated in writing by the receiving party. Any such notice shall be deemed served on the business day of actual receipt; where actual receipt occurs on a day which is a Saturday, Sunday or bank holiday the effective date of service shall be the first business day following the date of actual receipt or, if earlier, the date upon which receipt shall have been acknowledged.

8.	Governing Law; Submission to Jurisdiction.

	THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH PARTY HERETO, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EXPRESSLY ACCEPTS THE NONEXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE STATE OF NEW YORK, COUNTY OF NEW YORK, IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING BASED ON OR ARISING UNDER THIS AGREEMENT. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY HAVE NOW OR HEREAFTER TO THE LAYING OF THE VENUE OF ANY PROCEEDINGS IN SUCH COURTS AND ANY CLAIM THAT ANY SUCH PROCEEDINGS HAVE BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER IRREVOCABLY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDINGS BROUGHT IN SUCH COURTS SHALL BE CONCLUSIVE AND BINDING UPON SUCH PARTY AND MAY BE ENFORCED IN THE COURTS OF ANY OTHER JURISDICTION. NOTHING CONTAINED IN THE AGREEMENT SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER JURISDICTION FOR THE PURPOSES OF THE ENFORCEMENT OR EXECUTION OF ANY JUDGMENT OR OTHER SETTLEMENT IN ANY OTHER COURTS. EACH OF THE SELLER AND THE BUYER IRREVOCABLY WAIVE ANY

AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY.

IN WITNESS WHEREOF this Agreement has been duly executed as of the day and year first above written.

SIX CONTINENTS HOTELS, INC.

By:	/s/ Michael L. Goodson

	Name: Michael L. Goodson
	Title: As Attorney


RREEF AMERICA L.L.C.

By:	/s/ Asad Kazim

	Name: Asad Kazim
	Title: Vice President

ANNEX I

Representations, Warranties and Undertakings of the Seller

The Seller hereby severally represents, warrants and undertakes to the Buyer as follows:

1.	The Seller has full power under its constitutional documents and applicable law, and all authorizations, approvals, consents and licenses required by it have been unconditionally obtained and are in full force and effect, to permit such Seller to enter into and perform this Agreement; the execution and delivery by such Seller of, and the performance by such Seller of, this Agreement will not contravene such constitutive documents of such Seller, any provision of applicable law, any agreement or other instrument binding upon such Seller or any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Seller or any of its assets, and no consent, approval, authorization or order of, or qualification or filing with, any governmental body or agency is required for the performance by such Seller of its obligations under this Agreement, except such as have already been obtained and are in full force and effect; and this Agreement has been duly authorized, executed and delivered by such Seller and is a valid and binding agreement of such Seller;

2.	Assuming that the waiver granted by the Company with respect to ownership of shares in excess of 9.9% is valid and is in full force and effect as of the date hereof and as of the Settlement Day, the Seller is the record and beneficial owner of the Sale Shares, free and clear of any lien and has the legal right and power to sell and transfer the Sale Shares and the transfer of the Sale Shares by such Seller to the Buyer will pass title to such shares, free and clear of all security interests, liens, encumbrances, equities or other claims including, without limitation, any restrictions on the ability to vote; and

3.	The Sale Shares are registered on, and are being sold pursuant to, one or more effective registration statements currently on file with the United States Securities and Exchange Commission.

ANNEX II

UNANIMOUS WRITTEN CONSENT OF
THE EXECUTIVE COMMITTEE OF THE
BOARD OF DIRECTORS OF
FELCOR LODGING TRUST INCORPORATED
IN LIEU OF A
SPECIAL MEETING

February 7, 2006

Exemption From Prohibition of Ownership of More than 9.9% of the Outstanding Shares
of Any Class of Equity Stock.

WHEREAS, IHG now desires to transfer the majority of the shares of Common Stock owned by it in a block sale to RREEF America, L.L.C. (“RREEF”), and in

connection with such proposed transfer, RREEF, on its own behalf and on behalf of its affiliates (the “Affiliates”), has requested an exemption from the Ownership Limit;

FURTHER RESOLVED, that the effective date of these resolutions shall be February 7, 2006.

IN WITNESS WHEREOF, the undersigned have executed this consent to be effective as of the date written above.

/s/ Donald J. McNamara

Donald J. McNamara

/s/ Robert H. Lutz, J.

Robert H. Lutz, J.

/s/ Richard A. Smith

Richard A. Smith

EX-99.12 4 ex12.htm

Exhibit 12

PURCHASE AGREEMENT, made as of the 9 day of February, 2006

AMONG

(1)	INTERCONTINENTAL HOTELS GROUP RESOURCES, INC., successor in interest to Bristol Hotels & Resorts, Three Ravinia Drive, Suite 100, Atlanta, Georgia 30346, a Delaware corporation (the “Seller”)

(2)	RREEF AMERICA L.L.C., 875 N. Michigan Ave., 41^stFloor, Chicago, IL 60611, a Delaware limited liability company (the “Buyer”), a registered investment adviser registered pursuant to the Investment Advisers Act of 1940, which has discretionary investment management authority with respect to securities held in its clients’ accounts.

WHEREAS

The Seller proposes to sell, or to cause its relevant affiliates to sell, and the Buyer proposes to purchase from the Seller, in each case subject to the terms and conditions set out in this Agreement, an aggregate amount of 413,685 shares (the “Sale Shares”) of Common Stock, par value $0.01 per share (the “Shares”), of FelCor Lodging Trust Incorporated, a Maryland Corporation (the “Company”), at a price per Sale Share as set forth below and otherwise on the terms set out in this Agreement.

NOW IT IS HEREBY AGREED as follows:

1.	Purchase and Sale.

	Subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell to the Buyer the Sale Shares, and the Buyer agrees to purchase such Sale Shares at the purchase price set out below and free from all pledges, liens, security interests or other encumbrances, including, without limitation, any restrictions on the ability to vote, and with all rights attaching thereto, including, for the avoidance of doubt, any dividends hereafter declared, made or paid in respect thereof, assuming that the waiver granted by the Company (and a copy of which is attached hereto as Annex II) is valid and is in full force and effect as of the date hereof and as of the Settlement Day (as defined below).

2.	Settlement.

	(A)	The “Settlement Day” shall be 12:00 p.m. (New York time) on 15 February, 2006.

	(B)	On the Settlement Day the Seller shall deliver to the Buyer the Sale Shares in book-entry form or otherwise in the manner agreed by

the parties against payment in full in accordance with Section 3. On the Settlement Day the Buyer will pay for the Sale Shares so delivered by wire transfer in Federal or other immediately available funds to a bank account or accounts designated by the Seller or otherwise in the manner agreed by the parties.

3.	Purchase Price.

	The purchase price per share to be paid by the Buyer for the Sale Shares on the Settlement Day shall be $19 per Sale Share delivered on such Settlement Day. The aggregate proceeds payable to the Seller on the Settlement Day shall be $7,860,015.

4.	Seller Representations, Warranties, Covenants and Undertakings.

	The Seller undertakes to execute all such documents and do all such acts and things as the Buyer may reasonably require in order to give effect to the terms of this Agreement and to enable the sale and purchase of the Sale Shares to be carried out and given full force and effect. In addition:

	(A)	The Seller hereby makes the representations, warranties and undertakings set forth in Annex I, attached hereto and made a part hereof, as of the date hereof and as of the Settlement Day and it shall be a condition to the Buyer’s obligations hereunder that such representations, warranties and undertakings are true and accurate in all material respects as of the Settlement Day.

	(B)	The Seller shall notify the Buyer forthwith if on or prior to the Settlement Day it becomes aware that any of the representations, warranties, undertakings or agreements set out in Annex I hereto ceases to be true and accurate or becomes misleading in any material respect or that there has been any material breach of any of such representations, warranties, undertakings or agreements.

5.	Buyer Representations, Warranties, Covenants and Undertakings.

	The Buyer undertakes to execute all such documents and do all such acts and things as the Seller may reasonably require in order to give effect to the terms of this Agreement and to enable the sale and purchase of the Sale Shares to be carried out and given full force and effect. In addition:

	(A)	The Buyer represents and warrants to the Seller as of the date hereof and as of the Settlement Day that (x) the execution, delivery and performance by the Buyer of this Agreement and the consummation of the transactions contemplated hereby are within

		the corporate powers of the Buyer and have been duly authorized by all necessary corporate action on the part of the Buyer and (y) the Buyer has, or will have prior to the Settlement Day, sufficient cash, available lines of credit or other sources of immediately available funds, including monies available from calls on investors in funds that may be managed by the Buyer, to enable it to make payment of the purchase price hereunder.

	(B)	The Buyer has had such opportunity as it has deemed adequate to review the publicly available information regarding the Company and on that basis and without reliance on any express or implied representation or warranty made by the Seller with respect thereto, the Buyer has such information as is necessary to permit it to evaluate the merits and risk of the transaction contemplated hereby.

	(C)	The Buyer has obtained a copy of each of the following registration statements (including prospectus), together with any amendments on file with the United States Securities and Exchange Commission: (i) Form S-3 (File No. 333-122221) dated January 21, 2005, (ii) Post-Effective Amendment No. 1 to Form S- 4 (File No. 333-50509) dated June 1, 1998 and (iii) Form S-3 (File No. 333-125040) dated May 18, 2005.

	(D)	The Buyer acknowledges that the Seller has made no representation or warranty, express or implied, with respect to the merits and risks of the transaction contemplated hereby.

	(E)	The Buyer has sufficient experience in business, financial and investment matters to be able to evaluate the merits and risks of the transaction contemplated hereby and to make an informed investment decision with respect to such transaction.

6.	Miscellaneous.

	(A)	Any time, date or period mentioned in this Agreement may be extended by mutual agreement between the parties hereto, but as regards any time, date or period originally fixed or any time, date or period so extended as aforesaid, time shall be of the essence.

	(B)	Each party to this Agreement shall pay all of its expenses in connection with this Agreement and the transactions contemplated hereby.

	(C)	This Agreement shall constitute the entire agreement on the subject matter between the parties hereto and supersedes any and all prior

		agreements and understandings, oral or written, relating to the subject matter hereof.

	(D)	This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

7.	Notices.

	Any notice to be given under this Agreement shall be in writing and shall be delivered to or sent by registered or recorded post or by facsimile transmission to the parties’ respective addresses or registered offices as set out in this Agreement or at any other address designated in writing by the receiving party. Any such notice shall be deemed served on the business day of actual receipt; where actual receipt occurs on a day which is a Saturday, Sunday or bank holiday the effective date of service shall be the first business day following the date of actual receipt or, if earlier, the date upon which receipt shall have been acknowledged.

8.	Governing Law; Submission to Jurisdiction.

	THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH PARTY HERETO, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EXPRESSLY ACCEPTS THE NONEXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE STATE OF NEW YORK, COUNTY OF NEW YORK, IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING BASED ON OR ARISING UNDER THIS AGREEMENT. EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY HAVE NOW OR HEREAFTER TO THE LAYING OF THE VENUE OF ANY PROCEEDINGS IN SUCH COURTS AND ANY CLAIM THAT ANY SUCH PROCEEDINGS HAVE BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER IRREVOCABLY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDINGS BROUGHT IN SUCH COURTS SHALL BE CONCLUSIVE AND BINDING UPON SUCH PARTY AND MAY BE ENFORCED IN THE COURTS OF ANY OTHER JURISDICTION. NOTHING CONTAINED IN THE AGREEMENT SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER JURISDICTION FOR THE PURPOSES OF THE ENFORCEMENT OR EXECUTION OF ANY JUDGMENT OR OTHER SETTLEMENT IN ANY OTHER COURTS. EACH OF THE SELLER AND THE BUYER IRREVOCABLY WAIVE ANY

AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY.

IN WITNESS WHEREOF this Agreement has been duly executed as of the day and year first above written.

INTERCONTINENTAL HOTELS GROUP RESOURCES, INC.

By: /s/	Mike L. Goodson

	Name:	Mike L. Goodson
	Title:	As Attorney


RREEF AMERICA L.L.C.

By: /s/	Asad Kazim

	Name:	Asad Kazim
	Title:	Vice President

ANNEX I

Representations, Warranties and Undertakings of the Seller

The Seller hereby severally represents, warrants and undertakes to the Buyer as follows:

1.	The Seller has full power under its constitutional documents and applicable law, and all authorizations, approvals, consents and licenses required by it have been unconditionally obtained and are in full force and effect, to permit such Seller to enter into and perform this Agreement; the execution and delivery by such Seller of, and the performance by such Seller of, this Agreement will not contravene such constitutive documents of such Seller, any provision of applicable law, any agreement or other instrument binding upon such Seller or any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Seller or any of its assets, and no consent, approval, authorization or order of, or qualification or filing with, any governmental body or agency is required for the performance by such Seller of its obligations under this Agreement, except such as have already been obtained and are in full force and effect; and this Agreement has been duly authorized, executed and delivered by such Seller and is a valid and binding agreement of such Seller;

2.	Assuming that the waiver granted by the Company with respect to ownership of shares in excess of 9.9% is valid and is in full force and effect as of the date hereof and as of the Settlement Day, the Seller is the record and beneficial owner of the Sale Shares, free and clear of any lien and has the legal right and power to sell and transfer the Sale Shares and the transfer of the Sale Shares by such Seller to the Buyer will pass title to such shares, free and clear of all security interests, liens, encumbrances, equities or other claims including, without limitation, any restrictions on the ability to vote; and

3.	The Sale Shares are registered on, and are being sold pursuant to, one or more effective registration statements currently on file with the United States Securities and Exchange Commission.

ANNEX II

UNANIMOUS WRITTEN CONSENT OF
THE EXECUTIVE COMMITTEE OF THE
BOARD OF DIRECTORS OF
FELCOR LODGING TRUST INCORPORATED
IN LIEU OF A
SPECIAL MEETING

February 7, 2006

Exemption From Prohibition of Ownership of More than 9.9% of the Outstanding Shares
of Any Class of Equity Stock.

WHEREAS, IHG now desires to transfer the majority of the shares of Common Stock owned by it in a block sale to RREEF America, L.L.C. (“RREEF”), and in

connection with such proposed transfer, RREEF, on its own behalf and on behalf of its affiliates (the “Affiliates”), has requested an exemption from the Ownership Limit;

FURTHER RESOLVED, that the effective date of these resolutions shall be February 7, 2006.

IN WITNESS WHEREOF, the undersigned have executed this consent to be effective as of the date written above.

/s/ Donald J. McNamara

Donald J. McNamara

/s/ Robert H. Lutz, J.

Robert H. Lutz, J.

/s/ Richard A. Smith

Richard A. Smith

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