Preview | Agreement of Purchase and Sale |

MERISTAR COLUMBIA OWNER SPE, LLC; MERISTAR SEELBACH SPE, LLC; AND MADISON MOTEL ASSOCIATES,
LLP, collectively and jointly and severally, the SELLER

INTERSTATE COLUMBIA, LLC; SEELBACH LOUISVILLE, LLC; AND MELES MADISON, LLC, collectively, the
BUYER


ARTICLE I DEFINITIONS		2

SECTION 1.1.	Defined Terms	2

ARTICLE II SALE, PURCHASE PRICE AND CLOSING		8

SECTION 2.1.	Sale of Asset	8

SECTION 2.2.	Purchase Price	11

SECTION 2.3.	Deposit	12

SECTION 2.4.	The Closing	12

ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER13

SECTION 3.1.	General Seller Representations and Warranties	13

SECTION 3.2.	Representations and Warranties of the Seller as to the Asset	14

SECTION 3.3.	Limitations on Representations and Warranties of the Seller	17

SECTION 3.4.	Covenants of the Seller Prior to Closing	18

SECTION 3.5.	Amendment to Schedules	19

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER20

SECTION 4.1.	Representations and Warranties of the Buyer	20

SECTION 4.2.	Covenants of the Buyer Prior to Closing	21

SECTION 4.3.	Employee Matters	22

SECTION 4.4.	Bookings	24

SECTION 4.5.	Franchise Agreement	24

SECTION 4.6.	Management Agreement	25

ARTICLE V CONDITIONS PRECEDENT TO CLOSING		26

SECTION 5.1.	Conditions Precedent to the Seller?s Obligations	26

SECTION 5.2.	Conditions to the Buyer?s Obligations	27

SECTION 5.3.	Waiver of Conditions Precedent	27

ARTICLE VI CLOSING DELIVERIES		28

SECTION 6.1.	Buyer Closing Deliveries	28

SECTION 6.2.	Seller Closing Deliveries	29

ARTICLE VII INSPECTIONS; RELEASE		31

SECTION 7.1.	Right of Inspection	31

SECTION 7.2.	Examination; No Contingencies	31

SECTION 7.3.	Release	34

ARTICLE VIII TITLE AND PERMITTED EXCEPTIONS		36

SECTION 8.1.	Title Insurance and Survey	36

SECTION 8.2.	Title Commitment; Survey	36

SECTION 8.3.	Delivery of Title	36

SECTION 8.4.	Cooperation	37

ARTICLE IX TRANSACTION COSTS; RISK OF LOSS		38

SECTION 9.1.	Transaction Costs	38

SECTION 9.2.	Risk of Loss	39

ARTICLE X ADJUSTMENTS		40

SECTION 10.1.	Adjustments	40

SECTION 10.2.	Re-Adjustment	42

SECTION 10.3.	Accounts Receivable	43

ARTICLE XI INDEMNIFICATION		44

SECTION 11.1.	Indemnification by the Seller	44

SECTION 11.2.	Indemnification by the Buyer	44

SECTION 11.3.	Limitations on Indemnification	44

SECTION 11.4.	Survival	45

SECTION 11.5.	Indemnification as Sole Remedy	45

ARTICLE XII DEFAULT AND TERMINATION		45

SECTION 12.1.	Seller?s Termination	45

SECTION 12.2.	Buyer?s Termination	46

ARTICLE XIII TAX CERTIORARI PROCEEDINGS		48

SECTION 13.1.	Prosecution and Settlement of Proceedings	48

SECTION 13.2.	Application of Refunds or Savings	48

SECTION 13.3.	Survival	48

ARTICLE XIV MISCELLANEOUS		48

SECTION 14.1.	Use of Blackstone Name	48

SECTION 14.2.	Exculpation of the Seller	49

SECTION 14.3.	Brokers	49

SECTION 14.4.	Confidentiality; Press Release; IRS Reporting Requirements	49

SECTION 14.5.	Escrow Provisions	50

SECTION 14.6.	Successors and Assigns; No Third-Party Beneficiaries	51

SECTION 14.7.	Assignment	51

SECTION 14.8.	Further Assurances	51

SECTION 14.9.	Notices	52

SECTION 14.10.	Entire Agreement	53

SECTION 14.11.	Amendments	53

SECTION 14.12.	No Waiver	53

SECTION 14.13.	Governing Law	53

SECTION 14.14.	Submission to Jurisdiction	53

SECTION 14.15.	Severability	54

SECTION 14.16.	Section Headings	54

SECTION 14.17.	Counterparts	54

SECTION 14.18.	Acceptance of Deed	54

SECTION 14.19.	Construction	54

SECTION 14.20.	Recordation	54

SECTION 14.21.	WAIVER OF JURY TRIAL	55

SECTION 14.22.	Time is of the Essence	55

SECTION 14.23.	Bulk Sales Compliance	55

SECTION 14.24.	Prevailing Party	55


Schedules

Schedule A Schedule 2.1(c) Schedule 3.2(a) Schedule 3.2(b) Schedule 3.2(c) Schedule 3.2(e) Schedule 3.2(f) Schedule 3.2(m) Schedule 3.2(o) Schedule 3.4(a) Schedule 6.2(a)(xiv) Schedule 9.1	- - - - - - - - - - - -	Land Excluded Third Party Property Operating Agreements Union Agreements Tenant Leases and Equipment Leases Litigation Bookings Gift Certificates Licenses and Permits Insurance List of Tenants to Request Estoppel Certificates Transfer Tax Custom
Exhibits

Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J Exhibit K Exhibit L Exhibit M	- - - - - - - - - - - - -	Form of Assignment of Leases Form of Assignment of Contracts Form of Deeds Form of Bill of Sale Form of Assignment of Intangibles Form of FIRPTA Certificate Form of Title Affidavit Form of Notice to Tenants Buyer?s Representation Certificate Seller?s Representation Certificate Form of Accommodation Agreement Form of Assignment of trade name for Seelbach Property Pro Forma Title Policies

AGREEMENT OF PURCHASE AND SALE (this ?Agreement?), made as of the 11th day of September, 2007 between MERISTAR COLUMBIA OWNER SPE, LLC (the ?Sheraton Seller?), MERISTAR SEELBACH SPE, LLC (the ?Hilton Seller?), each a Delaware limited liability company, and MADISON MOTEL ASSOCIATES, LLP, a Delaware limited liability partnership (the ?Crowne Plaza Seller?) (the Sheraton Seller, Hilton Seller, and Crowne Plaza Seller are sometimes referred to individually and/or collectively and jointly and severally as the ?Seller?), and INTERSTATE COLUMBIA, LLC, a Delaware limited liability company (the ?Sheraton Buyer?), Seelbach Louisville, LLC, a Delaware limited liability company (the ?Hilton Buyer?) and Meles Madison, LLC, a Delaware limited liability company (the ?Crowne Plaza Buyer?; the Sheraton Buyer, the Hilton Buyer, and the Crown Plaza Buyer are sometimes referred to individually and/or collectively as the ?Buyer?).

A. The Sheraton Seller is the fee simple owner of a parcel(s) of land situated in Columbia, Maryland (the ?Sheraton Land?), the Hilton Seller is the fee simple owner of a parcel(s) of land situated in Louisville, Kentucky (the ?Hilton Land?), and the Crowne Plaza Seller is the fee simple owner of a parcel(s) of land situated in Madison, Wisconsin (the ?Crowne Plaza Land?), all more particularly described in Schedule A attached hereto (the Sheraton Land, Hilton Land, and Crowne Plaza Land are collectively, the ?Land?). The Sheraton Seller is also the owner of the hotel facility located on the Sheraton Land having an address of 10207 Wincopin Circle, Columbia, Maryland 21044 and commonly known as the ?Sheraton Columbia? (individually, together with the Sheraton Land, the ?Sheraton Property?), the Hilton Seller is also the owner of the hotel facility located on the Hilton Land having an address of 500 Fourth Avenue, Louisville, Kentucky 40202 and commonly known as the ?Hilton Seelbach? (individually, together with the Hilton Land, the ?Hilton Property?), and the Crowne Plaza Seller is also the owner of the hotel facility located on the Crowne Plaza Land having an address of 4402 East Washington Ave., Madison, Wisconsin 53704 and commonly known as the ?Crowne Plaza Madison? (individually, together with the Crowne Plaza Land, the ?Crowne Plaza Property?) (collectively, such hotel facilities are the ?Hotel?). The Land, all buildings, structures (surface and subsurface), parking areas and other improvements currently located on or affixed to the Land and the Hotel shall be referred to herein, collectively, as the ?Property?; the Property and the Asset-Related Property (as defined below) shall be referred to herein as the ?Asset?).

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