EXHIBIT 10.26
FIRST AMENDMENT TO
DEVELOPMENT SERVICES AGREEMENT
AGREEMENT made as of November 7, 1996 by and between Xxxxxxxx
Hospitality Limited Partnership, a Virginia limited partnership (the
"Partnership") and Xxxxxxxx Development, Inc., a Maryland
corporation (the "Developer").
WHEREAS, the Partnership was formed to acquire, construct, develop,
improve, maintain, own, operate and lease a hotel located in Dover, Delaware
(the "Project");
WHEREAS, the Developer has provided and will continue to provide
certain services with respect to the Project during the development and
construction thereof in accordance with the provisions of the Development
Services Agreement dated as of April 4, 1996 between the Partnership and the
Developer (the "Original Development Agreement");
WHEREAS, in consideration of such services, the Partnership
has agreed to grant to the Developer an option to repurchase the
Project; and
WHEREAS, the Partnership and the Developer wish to add Section
12 to the Original Development Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and conditions
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Section 12 as set forth below is hereby added to the
Original Development Agreement:
(i) The Partnership offers to sell and convey
to the Developer and hereby grants to the Developer the
exclusive and irrevocable option to purchase the Project,
together with the improvements thereon, and all the rights,
ways, alleys, privileges, and appurtenances belonging or in
anywise appertaining thereto, subject to the terms and
conditions set forth below.
(ii) The Developer's option to purchase the
Project must be exercised by the Developer within ninety (90)
days before the sixth anniversary of date of the Project's
final certificate of occupancy (or equivalent local government
document evidencing the
completion of the Project) (the "Option Period"). If the
option to purchase is not exercised on or before the final day
of the Option Period, this option to purchase shall
automatically cease and terminate, neither party shall have
any further rights hereunder, at law or in equity, and this
option shall be null and void, all without further action or
documentation by either party. The purchase price for the
Project shall be $2,795,910. The Developer's option to
purchase shall be exercised by the timely delivery to the
Partnership at the Partnership's address set forth below of
two copies of a contract of sale duly executed by the
Developer, together with any xxxxxxx money deposit required by
the contract of sale. The form of contract of sale shall be
agreed upon by the parties within ninety (90) days of the
execution of this Agreement (the "Contract of Sale"). Promptly
upon receiving the Contract of Sale the Partnership shall
execute both copies of the Contract of Sale and return one
fully executed copy to the Developer. The failure of the
Partnership to execute and return a fully executed copy of the
Contract of Sale to the Developer shall not affect its
enforceability and the Contract of Sale shall be binding upon
and enforceable against the Partnership in the same manner as
if it had been executed by the Partnership and returned to the
Developer.
(iii) In the event that Developer exercises the
option to purchase within the time and in the manner
hereinbefore provided, then thereafter their rights and
obligations with respect to the Project shall be governed by
the terms and conditions contained in the Contract of Sale.
(iv) The address of the Seller is as
follows:
Xxxxxxxx Hospitality Limited
Partnership
00000 Xxx Xxxxxxxx Xxxx
Xxxxx 000
Xxxxxx Xxxxxx, Xxxxxxxx 00000
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(v) Time shall be of the essence of
this option.
2. In all other respects, the Original Development Agreement
remains in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first written above.
WITNESS: PARTNERSHIP:
XXXXXXXX HOSPITALITY LIMITED
PARTNERSHIP
By: Xxxxxxxx Hospitality Trust,
Inc., its general partner
/s/ Xxxxx X. Xxxxx By: /s/ Xxxxx Xxxxxxxx
---------------------- -----------------------
Xxxxx X. Xxxxx Name: Xxxxx Xxxxxxxx
Title: President
DEVELOPER:
XXXXXXXX DEVELOPMENT, INC.
/s/ Xxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
---------------------- ----------------------------
Xxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxx
Title: President
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