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Exhibit 10.13(b)
Interstate Hotels Company
Xxxxxx Plaza Ten
000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
December 2, 1997
Mr. Xxxxxx Xxxx
c/o Interstate Hotels Company
Xxxxxx Plaza Ten
000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Re: Indemnification Agreement
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Dear Mr. Fine:
The Company believes that the best interests of the Company's shareholders
would be served by the Fine Shareholders (as defined below) entering into the
Shareholders Agreement described below, in order to induce the other parties to
such agreement to enter into the Agreement and Plan of Merger referenced
therein. In consideration thereof, the Company wishes to amend the
Indemnification Agreement ("Indemnification Agreement"), dated June 1996,
between the undersigned. The Indemnification Agreement is hereby amended by
adding the first sentence of this letter as Recital F, by deleting the
definition of the term "INDEMNIFIABLE EVENT" in Section 1(c) thereof in its
entirety and inserting in lieu thereof the following:
"INDEMNIFIABLE EVENT" means any actual or asserted event or
occurrence (i) related to the fact that Indemnitee is or was a
director, officer, employee or agent of the Company, or is or
was serving at the request of the Company as a director,
officer, partner (whether general, limited or other), trustee,
employee or agent of another corporation, partnership, joint
venture, trust or other entity, whether or not for profit
(including the heirs, executors, administrators or estate of such
person) or anything done or not done by Indemnitee in any such
capacity, or (ii) relating to, resulting from or arising out of
the execution or delivery of the Shareholders Agreement, dated
as of December 2, 1997 among Patriot American Hospitality, Inc.,
Patriot American Hospitality Operating Company and the
shareholders named therein ("Fine Shareholders") and/or the
consummation of any of the transactions contemplated thereby or
compliance with any of the provisions thereof.
and by inserting the following definition of "Indemnitee" at the end of
Section 1:
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"INDEMNITEE" means each of the Fine Shareholders and any
trustee or beneficiary of any of the Fine Shareholders.
INTERSTATE HOTELS COMPANY
By: /s/ W. XXXXXX XXXXXXXXXX, XX.
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W. Xxxxxx Xxxxxxxxxx, Xx.
President and Chief Executive Officer
Accepted and agreed to as of the date
first above written:
/s/ XXXXXX XXXX
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Xxxxxx Xxxx
