HOSPITALITY MARKETING CONSULTANTS, LLC
00000 XXXXXXXXX XXXXXXXXX, XXXXX 000
XXXXXX, XXXXXXXXXX 00000
Dated as of November 7, 1997
Ms. Xxxxxx Xxxx
00 Xxxxxxxx Xxxx
00-00 Xxxxxxxx Xxxxxx
Xxxxxxxxx 000000
Re: OWNERSHIP OF BORROWER AND GROUP
Dear Xxxxxx:
This letter summarizes the agreement among all of the Members of
Hospitality Marketing Consultants, LLC, a California limited liability company
("Borrower"), Borrower and Hospitality Partners, LLC, a Delaware limited
liability company ("Lender") with respect to the Loan and Investment Agreement
dated as of the date hereof among Lender, and the Members (the "Loan
Agreement"). Capitalized terms used herein without definition have the meanings
assigned to them in the Loan Agreement.
Pursuant to the Loan Agreement, Lender will make a $3,000,000 loan to
Borrower to be evidenced by the Note provided for therein. The Note is
convertible into membership interests in Borrower on the terms and conditions
set forth in Section 2.3.(b) of the Loan Agreement.
You presently have a 5% Percentage Interest (as that term is defined in the
Operating Agreement of Borrower) in Borrower. All of the Members and Lender
have agreed that you shall have the right, at your option, to purchase
additional membership interests so that you will not be diluted by the
conversion of the Note and will retain approximately the same Percentage
Interest after the conversion of the Note.
Accordingly, Borrower hereby grants to you an option, exercisable
immediately, for the purchase price of $180,000 and otherwise on the same
terms and conditions that
the Note is convertible pursuant to Section 2.3.(b) of the Loan Agreement, to
purchase Membership Interests, equal to 5% of the maximum number of
Membership Interests into which the Note is convertible.
As you know, we conduct business through a number of entities including
Borrower, which are not entirely owned directly, or indirectly, by Borrower,
which entities along with Borrower are referred to in the Loan Agreement as
the "Group." The Loan Agreement requires that a reorganization be effected
in which a Reorganized Borrower succeeds to the ownership of the Group. This
letter will confirm that if and to the extent that any member of the Group is
not, directly or indirectly, wholly owned by Borrower or Reorganized Borrower
at the time that you exercise your option, you shall automatically, and
without further action on your part, acquire a like interest in such member
of the Group.
The option granted hereby shall terminate on December 31, 1999.
Very truly yours,
HOSPITALITY MARKETING CONSULTANTS, LLC
By: Mokhtar Ramadan, President
By their execution hereof, all of the Members of Hospitality Marketing
Consultants, LLC and Hospitality Partners, LLC, as Lender, hereby consent to
the foregoing action and the option granted thereby.
________________________________________
Mokhtar Ramadan, Member
[Signatures continued on the following page]
________________________________________
Xxxx Xxxxxxx, Member
________________________________________
Xxxxxx Xxxxxxx, Member
________________________________________
Xxxxxx Xxxx, Member
Hospitality Partners, LLC
By: ___________________________________
Xxxx Xxxxxxx, Manager
