ATLANTA Lodgian entered into an exclusivity agreement with Edgecliff Holdings, LLC. Specifically, Lodgian agreed to give Edgecliff an exclusive 60-day period during which the two parties will attempt to negotiate a definitive agreement, and Edgecliff will complete its due diligence review. In addition, Edgecliff has agreed not to make an offer to purchase Lodgian at any time during the next 12 months for less than $4.75 per share. Lodgian may continue to sell specified assets during the exclusivity period, and it reserves the right to consider other unsolicited offers for the company if the Lodgian board concludes that such offers are superior to Edgecliffs proposal. Lodgian is also not obligated to reimburse Edgecliff for any of its expenses, nor is Lodgian obligated to pay any break-up fee should the company pursue another transaction. This agreement is in response to Edgecliff s proposal, made on December 10, to acquire Lodgian for $4.75 per share in cash, subject to certain conditions, including completion of due diligence. (12/28/00)
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