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EXHIBIT 99.2
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT is made as of this 8th day of September,
1998 (this "Termination Agreement") by and among RFS HOTEL INVESTORS, INC., a
Tennessee corporation ("Target REIT"), EQUITY INNS, INC., a Tennessee
corporation ("Acquiror REIT"), RHI ACQUISITION, INC., a Tennessee corporation
and wholly-owned subsidiary of Acquiror REIT ("Merger Sub"), EQUITY INNS
PARTNERSHIP, L.P., a Tennessee limited partnership ("Acquiror OP"), and RFS
PARTNERSHIP, L.P., a Tennessee limited partnership ("Contributor OP").
RECITALS
I. The parties have entered into the Asset Sale Agreement and Plans of
Mergers dated as of the 21st day of April, 1998 (the "Agreement").
II. Pursuant to Section 11.1 of the Agreement, the Agreement may be
terminated by the mutual written consent of Acquiror REIT and Target
REIT.
III. Acquiror REIT and Target REIT mutually desire to terminate the
Agreement as set forth herein and the other parties to the Agreement
desire to join in such termination and in the agreements set forth
herein.
NOW, THEREFORE, in consideration of the Recitals and of the mutual
covenants, conditions and agreements set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is agreed that:
A. The Agreement is hereby terminated effective as of the date
hereof.
B. Notwithstanding any provision of Article XI or any other
provision of the Agreement, the parties hereby agree that:
1. Target REIT and Contributor OP shall have no
liability or obligation to pay or make any
reimbursement to Acquiror REIT, Acquiror OP or Merger
Sub or any of their respective affiliates,
shareholders, officers, directors, employees or
agents with respect to any liabilities, claims, costs
or expenses incurred by Target REIT or Contributor OP
in connection with the transactions contemplated by
the Agreement or as a result of this Termination
Agreement.
2. Acquiror REIT, Acquiror OP and Merger Sub shall have
no liability or obligation to pay or make any
reimbursement to Target REIT or Contributor OP or any
of their respective affiliates, shareholders,
officers, directors, employees or agents with respect
to any liabilities, claims, costs
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or expenses incurred by them in connection with the
transactions contemplated by the Agreement or as a
result of this Termination Agreement.
C. Notwithstanding any provision of Article XI or any other
provision of the Agreement, no party shall be liable to any
other party for any Termination Fee (as defined in the
Agreement) or any similar fee, payment or reimbursement as a
result of the termination of the Agreement.
D. Target REIT and Acquiror REIT agree not to make any public
announcement or press release with respect to the termination
of the Agreement and this Termination Agreement without first
offering the other the opportunity to review and comment on
any such announcement or release.
E. The confidentiality provisions of Section 12.5 of the
Agreement shall survive the termination of the Agreement.
IN WITNESS WHEREOF, each party has caused this Agreement to be duly
executed on its behalf as of the day and year first above written.
TARGET REIT:
RFS HOTEL INVESTORS, INC.
By: /s/ Robert M. Solmson
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Name: Robert M. Solmson
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Title: Chairman
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CONTRIBUTOR OP:
RFS PARTNERSHIP, L.P.
By: RFS Hotel Investors, Inc., General Partner
By: /s/ Robert M. Solmson
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Name: Robert M. Solmson
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Title: Chairman
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ACQUIROR REIT:
EQUITY INNS, INC.
By: /s/ Howard A. Silver
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Name: Howard A. Silver
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Title: President
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MERGER SUB, INC.:
RHI ACQUISITION, INC.
By: /s/ Phillip H. McNeill, Sr.
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Name: Phillip H. McNeill, Sr.
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Title: Chairman of the Board
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ACQUIROR OP:
EQUITY INNS PARTNERSHIP, L.P.
By: Equity Inns Trust, General Partner
By: /s/ Howard A. Silver
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Name: Howard A. Silver
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Title: President
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