SALE AND PURCHASE AGREEMENT
THIS SALE AND PURCHASE AGREEMENT (the "Agreement") is made and entered into this 16th day of
March, 2000, by and between SHOLODGE, INC., a Tennessee corporation (herein "ShoLodge"), and PRIME
HOSPITALITY CORP., a Delaware corporation (herein "Prime").
W I T N E S S E T H:
WHEREAS, Prime and ShoLodge desire (i) that a wholly-owned subsidiary of Prime acquire a leasehold interest
in (A) twenty (20) Sumner Suites hotels which are currently leased from HPT Suite Properties Trust, a Maryland
real estate investment trust, to Suite Tenant, Inc., a Tennessee corporation and a wholly-owned subsidiary of
ShoLodge, and (B) seven (7) existing Sumner Suites hotels currently owned by wholly-owned subsidiaries of
ShoLodge, and (ii) that Prime acquire two (2) sites currently owned by wholly-owned subsidiaries of ShoLodge
for development as AmeriSuites hotels.
NOW, THEREFORE, in consideration of One Hundred Dollars ($100) paid from Prime to ShoLodge as initial
consideration as described herein, the mutual terms and conditions contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
1.1 Definitions. As used in this Agreement, the following terms shall have the following meanings:
"Additional Advance Payments" shall have the meaning set forth in Section 3.2(b).
"Additional Buildings" shall have the meaning set forth in
"Additional Equipment" shall have the meaning set forth in
"Additional Hotel Operating Assets" shall have the meaning set forth in Section 3.2.
"Additional Hotel Operating Assets Transfer Documents" shall have the meaning set forth in Section 3.4
"Additional Hotel Subsidiaries" means the wholly-owned subsidiaries of ShoLodge which own the Additional
HPT Hotels, identified by site as follows:
"Additional HPT Hotels" means the Sumner Suites hotels currently operated on the Addi