EXHIBIT 99.2
PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement"), dated as of April __, 2002,
is entered into between ______________ (the "Purchaser") and FelCor Lodging
Trust Incorporated (the "Seller").
WHEREAS, the Purchaser desires to purchase from Seller, and Seller
desires to issue and sell to Purchaser, _______ depositary shares (the
"Depositary Shares"), each representing 1/100th of a share of 9% Series B
Cumulative Redeemable Preferred Stock of the Seller, $0.01 par value per share
(the "Preferred Stock");
WHEREAS, the Depositary Shares will be issued by SunTrust Bank
(formerly known as SunTrust Bank, Atlanta), as Depositary (the "Depositary"),
under a Deposit Agreement dated as of April 30, 1998, as amended by the
Supplement and Amendment to Deposit Agreement dated as of April 1, 2002 (the
"Deposit Agreement"), among the Seller, the Depositary and the holders from time
to time of the Depositary Receipts issued thereunder; and
WHEREAS, the Depositary Shares will be evidenced by Depositary Receipts
issued pursuant to the Deposit Agreement (the "Depositary Receipts") and the
Preferred Stock, the Depositary Shares and the Depositary Receipts are described
in the Prospectus (as defined below) and are collectively referred to herein as
the "Securities."
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
1. Purchase and Sale. Subject to the terms and conditions hereof, the
Purchaser hereby agrees to purchase from Seller, and Seller agrees to issue and
sell to Purchaser, _________ Depositary Shares at a price per share of $24.37
for an aggregate purchase price of $___________ (the "Purchase Price").
2. Representations and Warranties of Purchaser. The Purchaser
represents and warrants to the Seller that:
(a) Due Authorization. The Purchaser is duty authorized to
purchase the Shares. This Agreement has been duly authorized, executed
and delivered by the Purchaser and constitutes a legal, valid and
binding agreement of the Purchaser, enforceable against the Purchaser
in accordance with its terms except as may be limited by (i) the effect
of bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting the rights or remedies of creditors or
(ii) the effect of general principles of equity, whether enforcement is
considered in a proceeding in equity or at law and the discretion of
the court before which any proceeding therefor may be brought.
(b) Prospectus and Prospectus Supplement. The Purchaser has
received a copy of Seller's Prospectus dated March 3, 1998 and
Prospectus Supplement dated April 1, 2002 (collectively, the
"Prospectus") within two business days of the date hereof.
(c) Not a Party in Interest; Disqualified Person. With respect
to Seller, Purchaser is not a "party in interest" as such phrase is
used in the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or a "disqualified person" as such phrase is used in the
Internal Revenue Code of 1986, as amended (the "Code").
(d) Not a Prohibited Transaction. The purchase of the
Depositary Shares from Seller will not give rise to a nonexempt
"prohibited transaction" under ERISA or the Code.
(e) Not Specially Formed. The Purchaser (i) is a recently
organized, non-diversified, close-end management investment company,
(ii) was not formed for the specific purpose of acquiring the
Depositary Shares and (iii) has and will have other securities in its
portfolio.
3. Representations and Warranties of Seller. Seller represents and
warrants to the Purchaser that:
(a) Due Authorization. This Agreement has been duly
authorized, executed and delivered by Seller and constitutes a legal,
valid and binding agreement of Seller, enforceable against Seller in
accordance with its terms except as may be limited by (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting the rights or remedies of creditors or
(ii) the effect of general principles of equity, whether enforcement is
considered in a proceeding in equity or at law and the discretion of
the court before which any proceeding therefor may be brought.
(b) Organization and Authority. Seller has been duly organized
and is validly existing in good standing under the laws of the State of
Maryland, with full power and authority to own or lease and occupy its
properties and conduct its business as described in the Prospectus.
(c) Issuance of the Shares. The Depositary Shares to be issued
and sold to the Purchaser hereunder and the Preferred Stock have been
validly authorized by the Seller. When the Preferred Stock and the
Depositary Receipts evidencing the Depositary Shares representing
interests in such Preferred Stock are issued and delivered against
payment therefor as provided in this Agreement and the Deposit
Agreement, the Preferred Stock will be duly and validly issued, fully
paid and nonassessable. The deposit of the Preferred Stock by the
Seller with the Depositary pursuant to the Deposit Agreement has been
duly authorized and, when the Depositary Shares are issued and
delivered in accordance with the terms of the Deposit Agreement, the
Depositary Shares will represent legal and valid interests in the
Preferred Stock as provided in the Deposit Agreement. Assuming due
authorization, execution and delivery of any Deposit Agreement by the
Depositary, each Depositary Share, if any, will represent the interest
described in the Prospectus in a validly issued, outstanding, fully
paid and nonassessable share of Preferred Stock. Assuming due execution
and delivery of the Depositary Receipts, if any, by the Depositary
pursuant to such Deposit Agreement, the Depositary Receipts will
entitle the holders thereof to the benefits provided therein and in the
Deposit Agreement. The form of certificates evidencing the Preferred
Stock comply with all applicable requirements of Maryland law. The
Depositary Receipts are in due and proper form.
(d) Absence of Conflicts. The execution, delivery and
performance of this Agreement and the consummation of transactions
contemplated herein do not and will not result in the creation or
imposition of any lien, charge or encumbrance upon any property or
assets of the Seller.
4. Conditions to Obligations of the Parties. The obligations of the
parties hereto to effect the transactions contemplated by this Agreement shall
be subject to the satisfaction or waiver at or prior to the Closing of the
following conditions:
(a) each of the representations and warranties of the parties
hereto shall be true and correct in all respects; and
(b) at the Closing, the Purchaser shall have received and may
rely on the favorable opinions of counsel to the Seller to the effect
as set forth in Exhibit A and Exhibit B to the Placement Agency
Agreement between the Placement Agent (as defined therein) and the
Seller, dated April 1, 2002, and a certificate of the officers of the
Seller, dated as of the Closing, in form and substance reasonably
satisfactory to the Purchaser.
5. Closing. The transactions contemplated hereby shall be consummated
on April 4, 2002 or such other time as shall be agreed upon by the Purchaser and
the Seller (such time and date of payment and delivery being herein called the
"Closing"). At the Closing, Seller shall cause the Depositary to deposit the
Depositary Shares with The Depository Trust Company, which shall deliver the
Depositary Shares to a custodian on behalf of the Purchaser. Upon such delivery,
the Purchaser shall wire transfer to an account designated by Seller immediately
available funds in the amount of the Purchase Price for the Depositary Shares.
6. Governing Law. This Agreement shall be construed in accordance with
and governed by the substantive laws of the State of New York.
7. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and may be
amended only in a writing that is executed by each of the parties hereto.
8. Counterparts. This Agreement may be executed in separate
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.
FELCOR LODGING TRUST INCORPORATED
By:
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Name:
Title:
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By:
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Authorized Signatory