EXHIBIT 10.26
THIRD AMENDMENT TO
AMENDED AND RESTATED MANAGEMENT AGREEMENT
This Third Amendment to Amended and Restated Management Agreement (this
"Third Amendment") is made and entered into as of this 27th day of February,
2002, by and among 000 Xxxxx Xxxxxxxx Xxxxxx Corporation, a Delaware
corporation, in its capacity as successor-by-assignment to Westin Hotel Company,
a Delaware corporation, (in such capacity, "Westin"), The Westin Chicago Limited
Partnership, a Delaware limited partnership (the "Hotel Partnership"), 000 Xxxxx
Xxxxxxxx Xxxxxx Corporation, a Delaware corporation, in its capacity as general
partner of the Hotel Partnership; (in such capacity, the "Hotel General
Partner"), and Westin Hotels Limited Partnership, a Delaware limited partnership
("WHLP").
RECITALS
1. Westin, the Hotel Partnership, the Hotel General Partner and WHLP are parties
to that certain Amended and Restated Management Agreement dated August 21, 1986
(as amended from time to time, the "Management Agreement") pertaining to the
management of the hotel located at 000 X. Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx,
currently known as The Westin Michigan Avenue (the "Hotel").
2. Westin, the Hotel Partnership, the Hotel General Partner and WHLP previously
entered into that certain First Amendment to Amended and Restated Management
Agreement, dated as of June 2, 1994, (the "First Amendment") providing that the
Fund for Capital Improvements be held in the name of an escrow agent, if
required by any lender of the Hotel Partnership, for the benefit of the Hotel
Partnership and such lender, and modifying the Base Management Fee.
3. Westin, the Hotel Partnership, the Hotel General Partner, and WHLP previously
entered into that certain Second Amendment to Amended and Restated Management
Agreement, dated as of September 1, 1999, (the "Second Amendment") providing for
the amendment of the Management Agreement to facilitate the sale of the Hotel
and the sale of the hotel currently known as The Westin St. Xxxxxxx (the "St.
Xxxxxxx Hotel") located on Union Square in San Francisco, California by
clarifying certain ambiguities that arise under the Management Agreement
following a sale of the Hotel or the St. Xxxxxxx Hotel.
4. The Hotel General Partner and the general partner of WHLP have determined
that it is in the best interests of WHLP, the Hotel Partnership and the limited
partners of WHLP to cause the Management Agreement to be amended as set forth
below to correct an error as to the effective date of the Second Amendment.
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:
1. Effectiveness of the Second Amendment. Pursuant to this Third Amendment, the
Second Amendment shall be deemed to have become effective upon the earlier of
(i) the sale of the
Hotel by the Hotel Partnership or (ii) the sale of the St. Xxxxxxx Hotel by The
Westin St. Xxxxxxx Limited Partnership.
2. Defined Terms. Capitalized terms used but not otherwise defined in this Third
Amendment shall have the meaning given in the Management Agreement.
3. Full Force and Effect. Except as specifically set forth above, the Management
Agreement shall remain unmodified and in full force and effect.
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IN WITNESS WHEREOF, the parties have hereunto executed this Third
Amendment as of the date first referenced above.
WESTIN:
000 Xxxxx Xxxxxxxx Xxxxxx Corporation, a
Delaware corporation, successor-by-assignment to
Westin Hotel Company
By: /s/ Xxxxxxxx X. Xxxxxxx
---------------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: President
HOTEL GENERAL PARTNER:
000 Xxxxx Xxxxxxxx Xxxxxx Corporation, a
Delaware corporation
By: /s/ Xxxxxxxx X. Xxxxxxx
---------------------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: President
HOTEL PARTNERSHIP:
The Westin Chicago Limited Partnership, a
Delaware limited partnership
By: 000 Xxxxx Xxxxxxxx Xxxxxx
Corporation, General Partner
By: /s/ Xxxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: President
WHLP:
Westin Hotels Limited Partnership, a Delaware
limited partnership
By: Westin Realty Corp., General Partner
By: /s/ Xxxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: President
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