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Exhibit 10.10
FIRST AMENDMENT TO SETTLEMENT AGREEMENT
THIS FIRST AMENDMENT TO SETTLEMENT AGREEMENT (this "Amendment") is executed
as of this 26th day of August, 1998, by and among MARRIOTT INTERNATIONAL, INC.,
a Delaware corporation, PATRIOT AMERICAN HOSPITALITY, INC., a Delaware
corporation, and WYNDHAM INTERNATIONAL, INC., a Delaware corporation.
PRELIMINARY STATEMENT
A. The parties hereto executed that certain Settlement Agreement dated the
27th day of May, 1998 ("Settlement Agreement").
B. The Merger contemplated by the Settlement Agreement was consummated on
June 2, 1998 and, as a result thereof, Patriot and Wyndham are direct or
indirect successors in interest to Interstate.
C. The parties desire to amend the Settlement Agreement in certain respects
as contained herein.
NOW, THEREFORE, in consideration of the mutual premises, obligations,
covenants and agreements herein contained and contained in the Settlement
Agreement, and other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
1. DEFINITIONS. Except as specifically defined herein, all capitalized
terms used herein shall have the definitions provided in the Settlement
Agreement.
2. AMENDMENT TO CERTAIN EXHIBIT A-1's TO EXHIBIT B-1 TO THE SETTLEMENT
AGREEMENT. The Exhibit A-1's to Exhibit B-1 to the Settlement Agreement (the
form of Submanagement Agreement) relating to the Philadelphia West Marriott
(Conshohocken), Harrisburg Marriott and Pittsburgh Airport Marriott are amended
to correct the "Take-Over Date" referenced on such Exhibit A-1's and to make
Exhibit A-1's consistent with Exhibit B to the Settlement Agreement. The
Philadelphia West Marriott (Conshohocken) "Take-Over Date is changed from the
Divestiture Date to One Year after the Divestiture Date; the Harrisburg Marriott
Take-Over Date is changed from the Divestiture Date to One Year after the
Divestiture Date; and the Pittsburgh Airport Marriott Take-Over Date is changed
from One Year after the Divestiture Date to the Divestiture Date. As so amended,
corrected copies of the Exhibit A-1's are attached hereto.
3. NEW DEALS. For the hotels listed below, Interstate, Marriott, and
certain third parties intended to enter into agreements pursuant to which
Interstate will manage the hotels under license from Marriott:
A. Proposed Xxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxx;
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B. Proposed Marriott Hotel, with name to be determined, at Stoleshnikov
Perculak 20/11, 16 and 18. Moreover, and
C. Proposed Marriott Hotel, with name to be determined, at Praia D'el Ray,
Obides, Portugal.
With respect to each of the above hotels, effective upon the execution of a
license agreement or franchise agreement pursuant to which Marriott authorizes
the use of the "Marriott" name, Exhibit D of the Settlement Agreement will be
deemed amended to include such hotel and such license or franchise agreement
shall be an "Exhibit D Hotel Franchise Agreement."
4. FILING DATE EXTENDED. The Filing Date is hereby extended until October
30, 1998, the references to November 30, 1998 in the first sentence of the
second paragraph of Section 5.11 of the Settlement Agreement is hereby amended
to be January 29, 1999, and the Final Divestiture Date is hereby extended until
March 30, 1999.
E. NO OTHER CHANGES. Except as specifically amended herein, the Settlement
Agreement remains in full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has caused its duly
authorized representatives to execute this Amendment as of the day and year
first written above.
ATTEST: MARRIOTT INTERNATIONAL, INC.,
By:/s/ Xxxx X. Xxxxxxxx [SEAL]
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Xxxx X. Xxxxxxxx
Senior Vice-President
PATRIOT AMERICAN HOSPITALITY, INC.,
By:/s/ Xxxxxxx X. Xxxxx III [SEAL]
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Xxxxxxx X. Xxxxx III
President and Chief Operating Officer
WYNDHAM INTERNATIONAL, INC.,
By:/s/ Xxxxxxx X. Xxxxx III [SEAL]
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Xxxxxxx X. Xxxxx III
Executive Vice President
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EXHIBIT A-1 (amended)
Name and Location of Hotel: Harrisburg Marriott
0000 Xxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Submanager: Marriott Hotel Services, Inc.
Take-Over Date: One Year after Divestiture Date
Term Expiration Date: March 30, 2004
Base Management Fee: Two and 85/100 percent (2.85%) of Gross
Revenues [subject to adjustment per
the Settlement Agreement]
Initial FF&E Reserve Balance: $144,000*
FF&E Reserve Contribution: Five percent of Gross Revenues
Description of "Restricted Area": See Exhibit "A-2"
Trade Area Expiration Date: March 30, 2004
Chain Exception: No
* Figure determined as of January 1, 1998. To be adjusted, as of the Take-Over
Date, based on expenditures and accruals with respect to FF&E Reserve in the
period from January 1, 1998 to the Take-Over Date, as reflected in the Five
Year Plan.
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EXHIBIT A-1 (amended)
Name and Location of Hotel: Pittsburgh Airport Marriott
000 Xxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Submanager: Marriott Hotel Services, Inc.
Take-Over Date: Divestiture Date
Term Expiration Date: September 2, 2011
Base Management Fee: Two and 85/100 percent (2.85%) of Gross
Revenues [subject to adjustment per
the Settlement Agreement]
Initial FF&E Reserve Balance: $18,000*
FF&E Reserve Contribution: Five percent of Gross Revenues
Description of "Restricted Area": See Exhibit "A-2"
Trade Area Expiration Date: September 2, 2011
Chain Exception: No
* Figure determined as of January 1, 1998. To be adjusted, as of the Take-Over
Date, based on expenditures and accruals with respect to FF&E Reserve in the
period from January 1, 1998 to the Take-Over Date, as reflected in the Five
Year Plan.
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EXHIBIT A-1 (amended)
Name and Location of Hotel: Philadelphia Marriott West
Matson Ford at Front Street
000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Submanager: Marriott Hotel Services, Inc.
Take-Over Date: One Year after Divestiture Date
Term Expiration Date: August 28, 2014
Base Management Fee: Two and 85/100 percent (2.85%) of Gross
Revenues [subject to adjustment per
the Settlement Agreement]
Initial FF&E Reserve Balance: $26,000*
FF&E Reserve Contribution: Five percent of Gross Revenues
Description of "Restricted Area": See Exhibit "A-2"
Trade Area Expiration Date: August 28, 2014
Chain Exception: Yes
* Figure determined as of January 1, 1998. To be adjusted, as of the Take-Over
Date, based on expenditures and accruals with respect to FF&E Reserve in the
period from January 1, 1998 to the Take-Over Date, as reflected in the Five
Year Plan.
