FIRST AMENDMENT TO
AMENDED AND RESTATED PARTNERSHIP AGREEMENT
▇▇▇▇ SUMMIT HOTEL MANAGEMENT GROUP
This First Amendment to the Amended and Restated Partnership Agreement of ▇▇▇▇
Summit Hotel Management Group is effective the 1st day of September, 1994, by
and between Summit Hotel Management Company, Inc., a Florida corporation
(hereinafter referred to as "Summit"), ▇▇▇▇ Hospitality, Inc., an Ohio
corporation (hereinafter referred to as "BHI", and ▇▇▇▇ Group Management
Corp, an Ohio corporation (hereinafter referred to as "BGMC").
W I T N E S S E T H
WHEREAS, Summit, BHI and BGMC entered into that certain Amended and Restated
Partnership Agreement for ▇▇▇▇ Summit Hotel Management Group (hereinafter
referred to as "Restated Partnership Agreement") effective the 1st day of
November 1993; and
WHEREAS, Summit, BHI and BGMC desire to amend the Restated Partnership Agreement
as hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants contained herein, it is
agreed by the parties hereto as follows:
1. Paragraph 3.06 Partnership Assets and Liabilities Subparagraph C. is
hereby deleted in its entirety and the followings is substituted
therefore:
"C) Summit shall pay to BHI on a month-to-month basis while
occupying space at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, a monthly rental fee of $1,596.50,
representing its proportionate share of rent, other occupying
expenses, receptionist, incoming telephone lines and general
supplies."
2. Paragraph 4.04 New Management Contracts is hereby deleted in its
entirety and the following is substituted therefore:
"4.04 New Management Contracts. Partners and their affiliates
(entities controlled by a Partner or shareholder of a Partner)
shall solicit and/or procure Hotel Management Contracts for
the benefit of the Partnership and shall not solicit and/or
procure Hotel Management Contracts on behalf of their own
interest exclusive of the Partnership, for the duration of
this Partnership Agreement. The Partners shall notwithstanding
the above enter into new Management Contracts in the name of
the
Partners and not the name of the Partnership; however the
Partnership shall benefit as provided in this Restated and
Amended Partnership Agreement and Schedule "E" shall be
expanded to reflect New Management Contracts. A majority of
the Management Committee shall determine if the Partnership
should benefit from a proposed Hotel Management Contract. If
rejected, a Partner, or any entity affiliated with a Partner,
whose members voted in favor of said Management Contract may
enter into said Hotel Management Contract with the owner of
the hotel to the exclusion of the Partnership.
The procuring Partner of any New Management Contracts shall be
paid a fee of forty percent (40%) of the Management Fees
excluding accounting fees collected from said Management
Contract and shall have the right to manage said Property for
an additional forty percent (40%) of said management fee as
collected.
The Partnership shall retain the remaining twenty percent
(20%) of said fees from the New Management Contracts which
shall be divided between the Partners according to their
Partnership interest. The party performing the accounting
function shall receive compensation for said service which
shall equal the same amount collected pursuant to any
Management Contract; however, if no compensation is provided
for in the Management Contract for the accounting function
then the compensation for the accounting function shall be
$300.00 per month for limited service motels and $475.00 per
month for full service hotels (limited service shall be
defined as a motel rooms only operation). If the procuring
Partner does not wish to manage said Property, upon consent by
the other Partner, the other Partner may manage said hotel and
receive the forty percent (40%) Management Fee collected."
Paragraph 4.06 Purchase of Properties Subparagraph A. is hereby deleted in its
entirety and the following is substituted therefore:
"A. Should a Partner, or any controlling entity of a Partner, obtain an
opportunity to purchase a hotel, whether or not such hotel is managed or
not managed by a Partner, then the Partner shall have the right to
Purchase the Hotel to the exclusion of the other
2
Partners. However, in the event the Partners elect to purchase
a hotel together, then such purchase shall be consummated in
an entity other than this Partnership. Ownership shall be
equal to the Partners' capital contribution in such new
entity, with the initial concept that ownership in the new
entity will be equal to the Partners' then Partnership
Ownership Interest in this Partnership (subject, however, to
negotiations between the parties)."
4. Schedule "D" attached to the Restated Partnership Agreement is
hereby deleted and the Schedule "D" dated September 1, 1994 attached
to this First Amendment to the Restated Partnership Agreement is
hereby substituted therefore.
5. The parties hereby acknowledge that Triple T. Hotel Management
Company is executing this First Amendment to the Restated
Partnership Agreement since Summit includes Management Contracts
entered into by Triple T. Hotel Management Company and Triple T.
Hotel Management Company hereby consents to this First Amendment to
the Restated Partnership Agreement.
6. Accept as provided herein, the provisions of the Restated
Partnership Agreement remain in full force and effect.
7. This First Amendment may be executed in two or more counterparts,
each First Amendment signed by one party shall be deemed an
original, but all First Amendments signed by the parties together
shall constitute the same instrument. Counterparts of this First
Amendment may be executed and delivered in facsimile form.
IN WITNESS WHEREOF, the parties to this First Amendment have executed same
on the date set forth hereinbelow.
WITNESSES: SUMMIT HOTEL MANAGEMENT COMPANY,
INC., a Florida corporation
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------- --------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ Flanney Dec. 1, 1994
----------------------------- --------------------------------
Date
3
WITNESSES: ▇▇▇▇ HOSPITALITY, INC., an
Ohio corporation
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------- --------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇, President
/s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ 12-6-94
-------------------------- ----------------------
Date
WITNESSES: ▇▇▇▇ GROUP MANAGEMENT CORP,
an Ohio corporation
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------- --------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
/s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ 12-6-94
-------------------------- ----------------------
Date
WITNESSES: TRIPLE T. HOTEL MANAGEMENT COMPANY
/s/ ▇▇▇▇ [Illegible] /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------- --------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
(Director)
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 12/1/94
-------------------------- ----------------------
Date
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------- --------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Secretary (Director)
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ 12-15-94
-------------------------- ----------------------
Date
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------- --------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, (Director)
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ 12-15-94
-------------------------- ----------------------
Date
4
STATE OF FLORIDA )
) SS:
COUNTY OF PALM BEACH )
The foregoing instrument was acknowledged before me this 1st day of
December, 1994, by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as President of SUMMIT HOTEL MANAGEMENT
COMPANY, INC., on behalf of the corporation. He is personally know to me or
has produced a ___________ drivers license as identification and did take an
oath.
Notary Public:
Signature: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
(Notarial Seal) State of Florida at Large
Commission #CC136308 My Commission expires:
NOTARY PUBLIC STATE OF FLORIDA
[ILLEGIBLE]
BONDED THRU CENTRAL INS. [ILLEGIBLE]
STATE OF OHIO )
) SS:
COUNTY OF ▇▇▇▇▇▇▇▇ )
The foregoing instrument was acknowledged before me this 6 day of
December, 1994, by ▇▇▇▇▇ ▇. ▇▇▇▇ as President of ▇▇▇▇ HOSPITALITY, INC., on
behalf of this corporation. he is personally know to me or has produced a
___________ drivers license as identification and did take an oath.
Notary Public:
Signature: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
Print Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
(Notarial Seal) State of Ohio at Large
Commission # _______________ My Commission expires:
[Notarial Seal State of Ohio]
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Notary Public, State of Ohio
My Commission Expires Oct. 5, 1999
5
STATE OF OHIO )
) SS:
COUNTY OF ▇▇▇▇▇▇▇▇ )
The foregoing instrument was acknowledged before me this 6 day of
December, 1994, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as President of ▇▇▇▇ GROUP MANAGEMENT
CORP., on behalf of this corporation. he is personally know to me or has
produced a ___________ drivers license as identification and did take an oath.
Notary Public:
Signature: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
Print Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
(Notarial Seal) State of Ohio at Large
Commission # _______________ My Commission expires:
[Notarial Seal State of Ohio]
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Notary Public, State of Ohio
My Commission Expires Oct. 5, ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ )
) SS:
COUNTY OF BROWARD )
The foregoing instrument was acknowledged before me this 1st day of
December, 1994, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as President of TRIPLE T. HOTEL MANAGEMENT
COMPANY, on behalf of the corporation. He is personally know to me or has
produced a ___________ drivers license as identification and did take an oath.
Notary Public:
Signature: /s/ ▇▇▇▇▇▇ ▇▇▇▇
---------------------------------
Print Name: ▇▇▇▇▇▇ ▇▇▇▇
--------------------------------
(Notarial Seal) State of Florida at Large
Commission #CC067900 My Commission expires:
Notary Public, State of Florida
My Commission Expires Dec. 10, 1994
Bonded Thru ▇▇▇▇ ▇▇▇▇ - Insurance Inc.
6
STATE OF FLORIDA )
) SS:
COUNTY OF BREVARD )
The foregoing instrument was acknowledged before me this 15th day of
December, 1994, by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Secretary (Director) of TRIPLE T. HOTEL
MANAGEMENT COMPANY, on behalf of the corporation. He is personally know to me
and did take an oath.
Notary Public:
Signature: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Print Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
(Notarial Seal) State of Florida at Large
Commission # CC097121 My Commission expires:
NOTARY PUBLIC, STATE OF FLORIDA
MY COMMISSION EXPIRES April 8, 1995.
BONDED THRU NOTARY PUBLIC UNDERWRITERS
STATE OF FLORIDA )
) SS:
COUNTY OF BREVARD )
The foregoing instrument was acknowledged before me this 15th day of
December, 1994, by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Director of TRIPLE T. HOTEL MANAGEMENT
COMPANY, on behalf of the corporation. He is personally know to me and did take
an oath.
Notary Public:
Signature: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Print Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
(Notarial Seal) State of Florida at Large
Commission # CC097121 My Commission expires:
NOTARY PUBLIC, STATE OF FLORIDA
MY COMMISSION EXPIRES April 8, 1995.
BONDED THRU NOTARY PUBLIC UNDERWRITERS
7
SCHEDULE "D"
SEPTEMBER 1, ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Bowling Green, KY
Holiday Inn, Bowling Green, KY
Days Inn Syracuse New York
Wickenburg Inn
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Jacksonville
Holiday Inn City Center
Shawnee Peak
Inn at Sewickley
Inn at Plymouth Meeting
Comfort Inn, Kingsland, GA
Comfort Inn, Kingsport, TN
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ - Cincinnati
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇
Briar Hall
Quality Suites, Orlando Florida
8
AMENDED AND RESTATED
PARTNERSHIP AGREEMENT
▇▇▇▇ SUMMIT HOTEL MANAGEMENT GROUP
Amended and Restated Partnership Agreement of ▇▇▇▇ Summit Hotel Management
Group, a Florida General Partnership, effective this 1st day of November, 1993,
by and among Summit Hotel Management Company, Inc., a Florida corporation
(hereinafter referred to as "Summit"), ▇▇▇▇ Hospitality, Inc., an Ohio
corporation (hereinafter referred to as "BHI"), and ▇▇▇▇ Group Management Corp,
an Ohio corporation (hereinafter referred to as "BGMC"). The parties to this
Agreement may be collectively referred to as the "Partners" or individually as a
"Partner".
W I T N E S S E T H
WHEREAS, by Partnership Agreement effective October 1, 1992 and as
subsequently amended November 6, 1992 (the "Initial Partnership Agreement as
Amended") ▇▇▇▇ Summit Hotel Management Group, a Florida general partnership (the
"Initial Partnership"), was created and amended; and
WHEREAS, the Partners of the Initial Partnership desire to amend and
restate the Initial Partnership as Amended in its entirety effective this date.
WHEREAS, Summit, BHI and BGMC are operators, managers and/or owners of
various hotel properties (collectively "hotel or motel"); and
12/13/93
1
WHEREAS, Summit has entered into management contracts and is presently
acting as the hotel manager for the properties set forth and described on
Schedule "A" attached hereto and by reference made a part hereof (all such
management contracts shall hereinafter be called the "Summit Management
Contracts") Summit Management Contracts shall include Management Contracts
entered into by Triple T. Hotel Management Company and/or Summit.
WHEREAS, BHI has entered into management contracts and is presently acting
as the hotel manager for the properties set forth and described on Schedule "B"
attached hereto and by reference made a part hereof (all such Management
Contracts shall hereinafter be called the "BHI Management Contracts"); and
WHEREAS, BGMC has entered into management contracts and is presently
acting as the hotel manager for the properties set forth and described on
Schedule "C" attached hereto and by reference made a part hereof (all such
management contracts shall hereinafter be called the "BGMC Management
Contracts"); and
WHEREAS, Summit, BHI and BGMC have assigned the Management Contract Fees
under the Summit Management Contracts set forth on Schedule "A", the BHI
Management Contracts set forth on Schedule "B" and the BGMC Management
Contracts set forth on Schedule "C" to the Partnership.
12/13/93
2
WHEREAS, Summit, BHI and BGMC desire to terminate the Management Contract
Fees to be received by the Initial Partnership under the Summit Management
Contracts set forth on Schedule "A", the BHI Management Contracts set forth on
Schedule "B" and the BGMC Management Contracts set forth on Schedule "C".
WHEREAS, Summit, BHI and BGMC have assigned Management Contract Fees to
the Initial Partnership for the Management Contracts entered into after October
1, 1992 for the properties set forth and described on Schedule "D" attached
hereto and by reference made a part hereof; and
WHEREAS, Summit, BHI AND BGMC desire to continue to contribute the
Management Contract fees to this Restated and Amended Partnership and to jointly
pursue and implement additional hotel management contracts through this Restated
and Amended Partnership Agreement which Management Contract Fees shall be
contributed to this Restated and Amended Partnership as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and premises
contained herein, it is agreed by the parties hereto as follows:
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3
Article I
1.01 Recitals. The Recitals set forth herein above are incorporated
herein by reference as if fully restated.
1.02 Partnership Agreement Amended and Restated. The Initial Partnership
Agreement As Amended shall be amended in its entirety by this
Amended and Restated Partnership Agreement.
1.03. Formation And Name. Summit, BHI and BGMC hereby form a Partnership
(the "Partnership") to be known by the name "The ▇▇▇▇-Summit Hotel
Management Group", a Florida general partnership. The commencement
date for the business of the Partnership shall be November 1, 1993
(the "Effective Date") and shall terminate September 1, 2035, unless
terminated earlier under Section 1.06.
1.04. Principal Office. The principal office of the Partnership shall be
Executive Court II, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇.▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. The principal office shall be subject to
change.
12/13/93
4
1.05. Purpose Of Partnership. The purpose of the Partnership shall be as
follows:
A. To receive Management Contract fees from Summit Management
Contracts, BHI Management Contracts and BGMC Management Contracts
(collectively the "Existing Management Contracts") for the
Properties listed on Schedule "D", attached hereto and made a part
hereof and any New Management Contracts entered into by the Partners
after October 31, 1993.
B. To devote the personnel and resources of Summit, BHI, and BGMC to
obtain from third parties and/or from the Partners new and
additional contracts for hotels and motels, and related activities
of such hotels/motels including but not limited to restaurants and
gift shops (the "New Management Contracts"); and
C. To do all and everything required to carry out the purposes
hereinabove set forth.
All assets of the Partnership, agreements and transactions shall be taken,
executed and performed in the name of the Partnership except as provided
for herein, or unless otherwise expressly agreed in advance by the
Partners.
1.06 Term. The Partnership shall commence as of the Effective Date and
shall terminate upon the occurrence of any of the following events:
A. September 1, 2035 unless by written agreement, the parties hereto
all agree to extend such date;
B. Mutual consent of the parties hereto;
C. Thirty (30) days following written notification by any Partner
hereto to the other Partners at any time. Such notice of termination
may be given without cause, in good faith or bad faith;
D. The Partnership no longer is managing any hotel/motel properties; or
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5
E. As otherwise provided by law.
Upon termination of the Partnership, the provisions of Article VIII hereof
shall control.
1.07. Compliance With Existing Laws. Except to the extent specifically set
forth herein, this Partnership shall be governed by the laws of the
State of Florida, including but not limited to, Chapter 620, Part
II, Uniform Partnership Act. The Partners agree to comply with any
and all statutes and ordinances that affect the Partnership's
operations, including registration under applicable fictitious name
laws. Any expense incurred by the Partners in compliance with such
registration laws shall be an expense of the Partnership.
1.08 Fictitious Name. Each of the Partners shall sign and acknowledge the
Fictitious Name Certificate required by Section 865.09 of the
Florida Statutes, and shall sign any other documents and do any and
all other things that may be required to accomplish the continuation
of the Partnership as a general partnership.
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6
1.09 Other Business Activity Or Enterprise. Each Partner may engage in
any other business or enterprise activity, other than securing Hotel
Management Contracts, for its exclusive benefit unless secured as
provided for herein, and no Partner by virtue of this Partnership
shall have any interest in such other business enterprise or
activity of any other Partner. No Partner shall be deemed a partner
or agent of any other Partner.
1.10 Conflicts of Interest. The Partners recognize that each entity which
is a party hereto, and their officers, directors and shareholders,
including but not limited to ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇.
▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, all have other outside business interests
which at their discretion shall require their time, talents and
assets. This activity shall not be deemed to conflict with the
Partnership or be considered cause for termination of their duties
or interest in the Partnership. The Partners further agree that the
Partnership shall be permitted to contract for services from
entities controlled by the Partners, or have common ownership, which
shall include, but not be limited to, Computel Computer Systems,
Inc. and Hospitality Employee Leasing Program, Inc. Such contracts
shall be negotiated at market rates with terms and conditions
customary for the services to be provided.
12/13/93
7
Article II
2.01. Initial Contributions. Upon the Effective Date, the Partners shall
have contributed to the Partnership the following:
CASH AMOUNTS
A. Summit $ 100,000
BHI $ 60,000
BGMC $ 40,000
B. Existing Management Contract Fees set forth on
Schedule "D".
To the extent required, each Partner hereto has obtained the necessary
consents from any hotel/motel owners for the assignment of the Management
Contract Fee for the Existing Management Contracts to the Partnership for
the properties set forth on Schedule "D".
2.02. Ownership Interest. The Partners shall have an interest in the
Partnership ("Partnership Interest") in accordance with the
percentages set forth opposite their names below:
Summit 50%
BHI 30%
BGMC 20%
The above Ownership interest shall provide for and control distribution of
cash flow and allocation of profits and losses of the Partnership.
12/13/93
8
2.03. Additional Capital. It is not now anticipated that any additional
capital contributions shall be made by the Partners. However, if the
Management Committee should agree that additional cash or other
capital is required for the Partnership, then a contribution to
capital shall be made based upon the then Ownership Interests of the
Partners ("Mandatory Contribution"). If determined by the Management
Committee, subsequent contributions may take the form of loans from
Partners or third parties. Loans from Partners required by the
Management Committee shall be considered Mandatory Contributions.
2.04. Default In Mandatory Contributions. In the event a Partner
("Defaulting Partner") fails to pay its Mandatory Contribution on
the date specified, the percentage ownership interest of the Partner
in the Partnership shall be adjusted pursuant to this paragraph.
A. In the event that the Defaulting Partner fails to pay its delinquent
Mandatory Contribution on or before thirty (30) calendar days after
the due date of the Mandatory Contribution, then and in that event
any Non-Defaulting Partners shall be entitled, at its sole option,
to the following course of action:
The Ownership Interests of the defaulting Partner shall be adjusted
to such new percentages so as to accurately reflect the capital
contributions of the Partners taking into account the advance of the
Mandatory Contribution by a Non-Defaulting Partner(s) plus a bonus
of fifty (50%) percent of the amount
12/13/93
9
contributed by the Non-Defaulting Partner(s) on behalf of the
Defaulting Partner together with a fifty (50%) percent penalty
reduction to the Defaulting Partner in adjusting the Ownership
Interest of the Partners.
For example, after each Partner pays its initial contribution, then
the Ownership Interest of each Partner shall be as follows:
Initial Ownership
Contribution Interest
------------ --------
Summit $100,000 50%
BHI $ 60,000 30%
BGMC $ 40,000 20%
Subsequently, the Management Committee (as hereinafter described)
unanimously calls for an additional Mandatory Contribution of
$300,000 to the Partnership which additional Mandatory Contribution
shall require the following Mandatory Contributions from the
Partners: Summit, $150,000; BHI, $90,000; and BGMC, $60,000; Summit
pays its own Mandatory Contribution and the Mandatory Contribution
of BGMC, who becomes a Defaulting Partner, BHI pays its own
Mandatory Contribution. After thirty (30) days, the Management
Committee, upon demand of Summit, shall adjust the Ownership
Interests and shall grant the applicable bonus and impose the
applicable penalty as follows (Note: $500,000 represents the total
of the initial and Mandatory Contributions):
For Example:
Initial/Mandatory Bonus/ Ownership
Contributions Penalty Interest
Summit $100,000 + 210,000 +30,000 68%
BHI $ 60,000 + 90,000 -0- 30%
BGMC $ 40,000 + -0- -30,000 2%
If the Management Committee shall cause a distribution of cash or
other property to the Partners in accordance with this Agreement,
then and in that event the first distributions shall be made to the
Non-Defaulting Partner(s) in payment of the Non-Defaulting Partner's
advancement of the Mandatory Contribution of the Defaulting Partner.
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10
Such distributions shall continue until all the advanced Mandatory
Contribution to the Non-Defaulting Partner has been paid; any such
distributions shall not affect future recalculations of Ownership
Interest which shall be calculated as if such Mandatory Contribution
made on behalf of a Defaulting Partner shall not have been repaid to
the Non-Defaulting Partner(s) having made such contribution.
2.05. Guarantees of Partners. Should the Partnership at any time be
required, by the terms of financing approved by the Management
Committee, to furnish guarantees of the Partners to a lender, then,
to the extent such lender shall be agreeable to accept several
guarantees, each Partner shall provide its guarantee (or guarantee
of its shareholders, partners, or others as required) up to the
percentage of Ownership Interest held by such Partner at the time
the loan is made. To the extent joint and several guarantees are
required by the lender, each Partner (and its shareholders,
partners, or others if required) shall execute such guarantees. Each
Partner shall indemnify the other Partner(s) against any amounts
which the other Partner(s) (or its shareholders, partners, or others
on its behalf) are required to pay under any guarantees in excess of
their Ownership Interest.
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11
Article III
3.01. Management of Day to Day Affairs of Partnership. The Partners agree
that the day to day operations and major decisions of the
Partnership shall be run by members of the Management Committee, who
shall agree among themselves how decisions within the Partnership
shall be made.
3.02. Election and Voting of Management Committee. The Partners agree that
throughout the term of this Partnership Agreement, the Management
Committee of the Partnership shall consist of not fewer than eight
(8) nor more than eight (8) members. Summit shall appoint four
members and BHI and BGMC shall each appoint two (2) members, so that
collectively the members appointed by Summit together with the
members appointed by BHI and BGMC shall constitute eight (8)
members. The members initially appointed shall serve for three (3)
years unless they resign, are unable to serve, or are removed by the
Partners they represent. The members or their successors may be
reappointed by the Partner they represent on a continuing basis for
three (3) year terms. In the event that no successor member is
appointed, the business of the Partnership shall nevertheless
continue. On all issues to come
12/13/93
12
before the Management Committee, except as otherwise specifically
set forth herein, a majority vote of the Ownership Interest shall be
required in order for approval. The four (4) individuals designated
by Summit shall have the right and authority to vote on behalf of
Summit (3 of 4 votes shall be controlling); the two (2) individuals
designated by BHI shall have the right and authority to vote on
behalf of BHI and the two (2) individuals designated by BGMC shall
have the right and authority to vote on behalf of BGMC.
3.03. Management Committee. The Management Committee shall initially
consist of the following members:
Title Members
----- -------
Chairman ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice Chairman ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Managing Chief Executive ▇▇▇▇▇ ▇. ▇▇▇▇
(aka President/CEO)
Executive Manager ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(aka Executive Vice President)
Executive Manager ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
(aka Executive Vice President)
Executive Manager ▇▇▇▇▇ ▇▇▇▇▇▇
(aka Executive Vice President)
Executive Manager ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(aka Executive Vice President)
Controller ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
(aka Secretary/Treasurer)
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The Titles that each of the members shall have shall be decided
annually by a three fourths (3/4) vote of the members. The partners
agree that none of the partners, members or officers shall be
entitled to any salaries and/or fringe benefits.
The above listed individuals and such other individuals as shall be
hired by the Partnership shall have such job titles and descriptions
as the parties shall agree.
3.04 Major Decisions. For purposes of this Agreement, Major Decisions
shall be limited to the following: loans to or made by the
Partnership; merger with another entity or acquisition of assets
from another entity; the requirement to make a Mandatory
Contribution to capital; change in purpose; acquisition of personal
property costing in excess of Five Thousand ($5,000) Dollars;
admission of additional Partners. Major decisions shall require a
vote of seventy-five (75%) percent of the Ownership Interest in
order for approval.
3.05. Meetings. The Management Committee shall meet from time to time as
required and meetings may be held by telephonic conferences and by
written resolution.
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14
3.06. Partnership Assets and Liabilities.
A) The Partnership shall not be permitted to own or hold under lease
any real property or any improvements to real property nor shall it
incur any liabilities other than normal operating expenses, or
liabilities and obligations set forth under any operating agreement,
management agreement or employment service agreement for any hotels
under its control. The Partnership shall not assume any liability or
obligation for operating deficits related to any Management
Contracts.
B) Notwithstanding anything set forth above or hereafter set forth, the
Partnership after November 1, 1993 shall not be responsible for any
lease obligations assigned to the Partnership by any Partner prior
to November 1, 1993. Said lease obligations if any are hereby
reassigned by the Partnership to the respective Partners from whom
they were originally assigned and no separate assignment instrument
shall be necessary.
C) Summit shall pay to BHI on a month-to-month basis while occupying
space at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇, a monthly rental fee of $3,193.00, representing its
proportionate share
12/13/93
15
of the rent, other occupying expenses, receptionist, incoming
telephone lines and general office supplies.
D) Any personal property of the Partnership contributed by the
respective Partners prior to November 1, 1993, shall be returned to
the respective Partners as of November 1, 1993.
E) The Partners agree that each shall be responsible for their own
expenses, including but not limited to, salaries, rent, travel,
occupancy expenses postage, long distance telephone calls , and
overnight delivery packages, and the Partnership shall have only
those expenses specifically approved jointly by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
on behalf of BHI and BGMC, and ▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of Summit. The
parties agree that ▇▇▇▇▇ ▇. ▇▇▇▇, or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ may approve expenses in lieu of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and that
▇▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇ may approve expenses in lieu of ▇▇▇▇
▇▇▇▇▇▇▇.
F) BHI and BGMC shall pay Summit a mutually agreed upon fee for any
accounting services performed by Summit for properties managed by
BHI or BGMC.
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16
Article IV
4.01. Banking. The Partnership shall maintain an account for the deposit
of Management fees and such other accounts as the Management
Committee considers appropriate at one or more banks in the United
States. Except as otherwise specifically agreed by the Management
Committee, one committee member's signature from Summit and one
committee member's signature from BHI or BGMC shall be required on
all checks, drafts, notes and any expenditure of funds on behalf of
the Partnership. ("Joint Signatures")
4.02. Financial Reporting. Except as otherwise determined by the
Management Committee, the fiscal year of the Partnership shall be
the calendar year. Within ninety (90) days following the end of a
fiscal year, an audit at the expense of the requesting Partner shall
upon request by said Partner be prepared of the financial records of
the Partnership by one of the larger international accounting firms
in the United States and each Partner shall be forwarded a copy of
said audit upon completion.
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4.03. Accounting. Summit shall maintain the books and records of the
Partnership and shall generate and distribute to the Partner's
detailed financial reports not less frequently than monthly. Summit
shall be responsible for the preparation of all Partnership federal,
state and municipal income tax returns, preparation of real estate
tax and personal property returns. The party preforming the
accounting function shall not receive any additional compensation
for said function over and above that provided for herein.
4.04 New Management Contracts. Partners and their affiliates (entities
controlled by a Partner or shareholder of a Partner) shall solicit
and/or procure Hotel Management Contracts for the benefit of the
Partnership and shall not solicit and/or procure Hotel Management
Contracts on behalf of their own interest exclusive of the
Partnership, for the duration of this Partnership Agreement. The
Partners shall notwithstanding the above enter into new Management
Contracts in the name of the Partners and not the name of the
Partnership; however the Partnership shall benefit as provided in
this Restated and Amended Partnership Agreement and Schedule "E"
shall be expanded to reflect New Management Contracts. A majority of
the Management Committee shall determine if the Partnership should
benefit from a proposed Hotel Management Contract. If rejected, a
12/13/93
18
Partner, or any entity affiliated with a Partner, whose members
voted in favor of said Management Contract may enter into said Hotel
Management Contract with the owner of the hotel to the exclusion of
the Partnership.
The procuring Partner of any New Management Contracts shall be paid
a fee of twenty percent (20%) of the Management Fees excluding
accounting fees collected from said Management Contract and shall
have the right to manage said Property for an additional twenty
percent (20%) of said management fee as collected.
The Partnership shall retain the remaining sixty percent (60%) of
said fees from the New Management Contracts. The party performing
the accounting function shall receive compensation for said service
which shall equal the same amount collected pursuant to any
Management Contract; however, if no compensation is provided for in
the Management Contract for the accounting function then the
compensation for the accounting function shall be $300.00 per month
for limited service motels and $475.00 per month for full service
hotels (limited service shall be defined as a motel rooms only
operation). If the procuring Partner does not wish to manage said
Property, upon consent by the other Partner, the other Partner may
manage said hotel and receive the twenty percent (20%) Management
Fee collected.
12/13/93
19
4.05 Termination of Existing Management Fees. Summit, BHI and BGMC
through this Restated and Amended Partnership Agreement hereby
assigns the Partnership Management Contract fees for the properties'
set forth on Schedule "A" to Summit, the Partnership Management fees
for the properties set forth on Schedule "B" to BHI and the
Partnership Management fees for the properties set on Schedule "C"
to BGMC. The Partners agree no separate assignments shall be
required and the prior assignments for the properties set forth on
Schedule "A", "B" and "C" are hereby terminated as of November 1,
1993.
4.06 Purchase of Properties.
(A) Should a Partner, or any controlling entity of a Partner, obtain an
opportunity to purchase a hotel, whether or not such hotel is
managed or not managed by a Partner, then the Partners shall have
the first opportunity to purchase the hotel, such purchase to be
consummated in an entity other than this Partnership. Ownership
shall be equal to the Partners' capital contribution in such new
entity, with the initial concept that ownership in the new entity
will be equal to the Partners' then Partnership Ownership Interest
in this Partnership (subject, however, to negotiations between the
parties).
It is agreed that the foregoing provisions on purchase shall not be
applicable to a proposed transfer between related entities. For
example, a transfer by Summit to a new corporation or partnership
where the shareholders in Summit are in control of the new
corporation or partnership shall not trigger the right of BHI and
BGMC to be a part of the acquired entity.
12/13/93
20
If the Partners elect not to purchase the hotel property, then the
Partners shall have the right to bid independently of one another to
purchase the hotel property without violating or being in default of
any terms, covenants or conditions of this Partnership Agreement.
(B) In the event any Partners purchase a hotel property after November
1, 1993, then upon request of such Partner or Partners that the
Partner enter into a Hotel Management Contract for such new property
for the benefit of the Partnership, and upon affirmative vote of a
majority of the members of the Management Committee, the Partner
shall manage said hotel property for the Partnership. The
Partnership shall, upon request, subordinate its management fees to
any debt service on the hotel to be managed. In addition, the
Partnership shall agree that its fees will not be paid unless and
until the investors in said hotel first receive a ten percent (10%)
cash on cash return on their invested funds. The abovesaid Hotel
Management Contract shall provide that either party may terminate
same upon thirty (30) days' notice. A decision to terminate may be
made on behalf of the Partnership by a majority of the Management
Committee members.
C) Notwithstanding anything to the contrary, in the event only one
Partner or controlling entity of a Partner desires to participate in
a purchase of a property set forth on Schedule "D", Schedule "E", or
any other property, then that Partner or controlling entity will
have the exclusive right to all the management fees generated by
said property.
4.07. Attorneys and Auditors. The Management Committee of the Partnership
shall from time to time determine, by a three-fourths (3/4) vote,
the attorneys and auditors of the Partnership.
12/13/93
21
Article V
5.01. Encumbering or Transferring of Ownership Interests. No Partner shall
be entitled to mortgage, pledge or grant a security interest or
transfer all or any part of its Ownership Interest without the prior
written consent of the other Partner(s).
5.02. Loans. Loans made by the Partnership to Partners or to any third
party may only be made with the consent of three-fourths (3/4) of
the members of the Management Committee. The Management Committee
shall establish the terms of repayment, interest rate, security and
other provisions of the loan.
Article VI
6.01 Distributions by Partnership. All distributions of cash to the
Partners shall be based upon the Partners' then Ownership Interests
in the Partnership. Cash distribution shall be made monthly to
Partners provided the Management Committee determines that funds in
excess of the reasonable foreseeable budgeted cash requirements are
available and provided that no such distribution shall impair the
minimum requirements for maintaining Hotel Management Contracts as
set forth in Schedule "D" attached hereto and those subsequently
secured by the Partnership.
12/13/93
22
6.02. Share in Partnership Profits and Losses. The share of a Partner in
the Partnership profits and losses shall be in the same percentage
as that Partner's Ownership Interest in the Partnership.
6.03. Indemnification of Partners. If any Partner suffers, or is held
liable for, any loss or liability of the Partnership which is in
excess of its Ownership Interest, that Partner suffering the loss or
liability shall be indemnified by the other Partners to the extent
of their respective Ownership Interests in the Partnership.
6.04. Hospitality Employee Leasing Program, Inc. The Partners may contract
with Hospitality Employee Leasing Program, Inc. on a mutually agreed
basis. The Partners further agree that Hospitality Employee Leasing
Program, Inc. shall not pay any fees or commissions from any
Contracts to the Partnership or Summit after November, 1, 1993.
Article VII
7.01. Representations and Warranties. The Partners hereby make the
following material representations and warranties to each other with
the intention that the others shall rely thereon in entering into
this
12/13/93
23
Partnership Agreement.
A. Summit, BHI and BGMC represent to one another that the Hotel
Management Contracts set forth on Schedules "A", "B" and "C" are not
in performance or monetary default.
B. The Partners represent to one another that they control the
management contracts for the hotel properties set forth on Schedules
"A", "B" and "C".
C. That the Partners are duly organized, validly existing and in good
standing under the laws of the state where they are incorporated and
also where they are doing business, and have all necessary powers to
perform all their obligations and covenants under this Partnership
Agreement and the responsibilities anticipated by this Partnership
Agreement.
D. That the execution and delivery of this Partnership Agreement and
the consummation by the Partners of the transactions described
herein have been duly authorized, and no further action or
authorization is necessary in connection therewith.
E. That the consummation by the Partners of the transactions
contemplated herein will not result in or constitute any of the
following: a breach of any term or condition of this Partnership
Agreement, a default or an event that, with notice or lapse of time
or both, would constitute a default, breach or violation by the
Partner of any agreement, instrument or arrangement to which a
Partner is a party; or an event that would permit any party to
terminate an agreement or to accelerate the maturity of any
obligation of a Partner.
Article VIII
8.01 Dissolution. Upon termination or dissolution of the Partnership, the
following shall occur:
A. A proper reserve shall be established to pay all debts.
B. The leases (where the Partnership is the lessee) entered into by the
Partnership subsequent to November 1, 1993 shall be assigned to the
Partner to whom the
12/13/93
24
parties had previously agreed would be responsible for same or if no
such agreement was previously made, as the Partners shall mutually
agree.
C. The Hotel Management Contract Fees for the properties set forth on
Schedule "D" assigned to the Partnership as provided for herein and
those anticipated by New Management Contracts to be set forth on
Schedule "E" shall be assigned to the partners based upon their then
percentage Ownership Interest in the Partnership, taking into
consideration to the extent possible the Partner who was previously
responsible for securing the contract in the first place.
D. The personal property of the Partnership shall be returned to the
Partner who contributed same to the Partnership.
E. The personal property acquired by the Partnership subsequent to
November 1, 1993 shall be delivered to the Partner as previously
agreed or if no prior agreement, then divided based upon the
Ownership Interest of the Partners.
F. All loans of the Partners shall be paid in full.
G. Any other assets of the Partnership shall be distributed to the
Partners based upon their then Ownership Interest in the
Partnership.
Article IX
9.01. New Partners. A new Partner may be admitted to the Partnership upon
three-fourths (3/4) vote of the Management Committee during the
existence of this Partnership Agreement. The terms upon which such
new Partner shall be admitted shall be stated by appropriate
amendments to this Agreement, to be endorsed hereon at the time of
the admission of the new Partner to this Partnership.
12/13/93
25
9.02. Notice. Any notice or consent which any Partner is required or
desires to give to another Partner shall not be deemed given to such
Partner unless said notice shall be in writing and shall be mailed
or delivered by overnight courier to such Partner at the following
addresses:
A. Summit Hotel Management Company, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇. ▇▇▇▇ Hospitality, Inc.
Executive Court II, Suite 232
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇.▇.
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇. ▇▇▇▇ Group Management Corp.
Executive Court II, Suite 232
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇.▇.
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Any Partner may change its above or any subsequent address by appropriate
written notice of such change which notice shall be mailed or delivered by
overnight courier to the other Partners.
9.03. Modifications And Waivers. This Agreement constitutes the sole
agreement between the Partners with regard to the subject matter
thereof. No amendments, alterations, modifications or changes shall
be effective or binding upon the Partners unless the same are agreed
to by all Partners.
26
9.04. Time Of Essence. Time shall be of the essence as to all terms and
conditions set forth in this Partnership Agreement.
9.05. Binding Effect. This Partnership Agreement shall be binding upon and
inure to the benefit of the Partners, their successors and assigns,
and said interests shall be subject to this Partnership Agreement.
9.06. Further Assurances. Each Partner will perform all other acts and
execute and deliver all of the documents as may be necessary or
appropriate to carry out the intent and purposes of this Partnership
Agreement.
9.07. Survival Clause. In the event any provision of this Agreement shall
be held to be invalid or unenforceable at a subsequent date, all of
the remaining provisions of this Agreement shall remain in full
force and effect.
9.08. Governing Law. This Partnership Agreement shall be governed by the
laws of the State of Florida as to its interpretation and effect.
27
9.09. Enforcement Proceedings. If any legal action, arbitration or other
proceeding is brought for the enforcement of this Partnership
Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with any of the provisions of this
Partnership Agreement, the successful or prevailing party or parties
shall be entitled to recover reasonable attorney's fees and other
costs incurred in connection with that action, arbitration or
proceeding, in addition to any other relief to which such party or
parties may be entitled.
9.10. General Terms and Conditions. The subject headings of the paragraphs
of this Partnership Agreement are included for purposes of
convenience only, and shall not affect the construction or
interpretation of any of its provisions.
9.11. Assignment and Delegation. The Partners may not, except as provided
for herein, assign, delegate, encumber or otherwise transfer this
Partnership Agreement, or any of their duties, responsibilities,
obligations, rights or liabilities hereunder, nor any interest they
may have in the Partnership anticipated by this Partnership
Agreement and any such purported
28
assignment, delegation, encumbrance or transfer shall be null and
void.
9.12. Counterparts. This Agreement may be executed in two or more
counterparts, each Agreement signed by one Partner shall be deemed
an original, but all Agreements signed by the Partners together
shall constitute one and the same instrument. Counterparts of this
Agreement may be executed and delivered in facsimile form.
IN WITNESS WHEREOF, the parties to this Partnership Agreement have
executed same on this 23 day of December, 1993.
WITNESSES: SUMMIT HOTEL MANAGEMENT COMPANY,
INC., a Florida corporation
/s/ ▇▇▇▇▇ [ILLEGIBLE] /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------- -----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
WITNESSES: ▇▇▇▇ HOSPITALITY, INC., an
Ohio corporation
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------- -----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇, President
/s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------
29
WITNESSES: ▇▇▇▇ GROUP MANAGEMENT CORP.,
An Ohio corporation
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------ -----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
/s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
------------------------------
WITNESSES: TRIPLE T. HOTEL MANAGEMENT COMPANY
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------ -----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President (Director)
/s/ ▇▇▇▇▇ Flanney
------------------------------
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------ -----------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Secretary (Director)
/s/ ▇▇▇▇▇ Flanney
------------------------------
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------ -----------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, (Director)
/s/ ▇▇▇▇▇ Flanney
------------------------------
12/13/93
30
STATE OF FLORIDA )
) SS:
COUNTY OF PALM BEACH )
The foregoing instrument was acknowledged before me this 10th day of
January, 1994, by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as President of SUMMIT HOTEL MANAGEMENT
COMPANY, INC., on behalf of the corporation. He is personally known to me or has
produced a FLORIDA drivers license as identification and did take an oath.
Notary Public:
Signature: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
(Notarial Seal) State of FLORIDA at Large
Commission #: CC136308
My Commission expires:
[Illegible]
[Illegible]
[Illegible]
STATE OF OHIO )
) SS:
COUNTY OF ▇▇▇▇▇▇▇▇ )
The foregoing instrument was acknowledged before me this 23 day of
December, 1993, by ▇▇▇▇▇ ▇. ▇▇▇▇ as President of ▇▇▇▇ HOSPITALITY, INC., on
behalf of the corporation. He is personally known to me or has produced a
____________ drivers license as identification and did take an oath.
Notary Public:
Signature: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
(Notarial Seal) State of OHIO at Large
Commission # : My Commission expires:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ATTY. AT LAW
Notary Public, State of Ohio
My Commission has no expiration.
Sec. 147.03 R.C.
12/13/93
31
STATE OF OHIO )
) SS:
COUNTY OF ▇▇▇▇▇▇▇▇ )
The foregoing instrument was acknowledged before me this 23 day of
December, 1993, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as President of ▇▇▇▇ GROUP MANAGEMENT
CORP., on behalf of the corporation. He is personally known to me or has
produced a ____________ drivers license as identification and did take an oath.
Notary Public:
Signature: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------
(Notarial Seal) State of OHIO at Large
Commission # : My Commission expires:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ATTY. AT LAW
Notary Public, State of Ohio
My Commission has no expiration.
Sec. 147.03 R.C.
STATE OF FLORIDA )
) SS:
COUNTY OF PALM BEACH )
The foregoing instrument was acknowledged before me this 10th day of
February, 1994, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as President of TRIPLE T. HOTEL MANAGEMENT
COMPANY, on behalf of the corporation. He is personally known to me or has
produced a Florida drivers license as identification and did take an oath.
Notary Public:
Signature: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
(Notarial Seal) State of FLORIDA at Large
Commission #: CC136308
My Commission expires:
[Illegible]
[Illegible] 12/13/93
[Illegible]
32
STATE OF FLORIDA )
) SS:
COUNTY OF PALM BEACH )
The foregoing instrument was acknowledged before me this 10th day of
February, 1994, by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Secretary (Director) of TRIPLE T. HOTEL
MANAGEMENT COMPANY, on behalf of the corporation. He is personally known to me
and did take an oath.
Notary Public:
Signature: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
(Notarial Seal) State of FLORIDA at Large
Commission #: CC136308
My Commission expires:
[Illegible]
[Illegible]
[Illegible]
STATE OF INDIANA )
) SS:
COUNTY OF PALM BEACH )
The foregoing instrument was acknowledged before me this 10th day of
February, 1994, by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Director of TRIPLE T. HOTEL MANAGEMENT
COMPANY, on behalf of the corporation. He is personally known to me and did take
an oath.
Notary Public:
Signature: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
(Notarial Seal) State of FLORIDA at Large
Commission #: CC136308
My Commission expires:
[Illegible]
[Illegible]
[Illegible]
12/13/93
33
SCHEDULE "A"
SUMMIT HOTEL MANAGEMENT COMPANY
MANAGED HOTELS
* Columbus, Ohio/Sheraton
* Cocoa Beach, Florida/Hilton
* Flagstaff, Arizona/Holiday Inn
* Tucson, Arizona/Hampton Inn
@ Phoenix, Arizona/Airport Holiday Inn
* Phoenix, Arizona/I-17 Inn West
* Charleston, South Carolina/Sheraton Inn
* Aiken, South Carolina/Ramada Inn
* Montgomery, Alabama/Riverfront Inn
* Las Cruces, New Mexico/Holiday Inn
* Vero Beach, Florida/Driftwood Resort
Boca Raton, Florida/Holiday Inn Glades
Orlando, Florida/Holiday Inn Central park
Phoenix, Arizona/Knights Inn Airport
Pomona, California/Sheraton Suites
Sebastian, Florida/Oyster Pointe Resort
Savannah, Georgia/Sheraton
Albuquerque, New Mexico/Best Western Winrock
Charlotte, North Carolina/Ramada Inn Ltd.
East Stroudsburg, Pennsylvania/Birchwood Resort
Columbia, South Carolina/Comfort Inn
TRIPLE T HOTEL MANAGEMENT MANAGED HOTELS
* Sharon, Pennsylvania/Holiday Inn
* Mattoon, Illinois/Holiday Inn
* Clovis, New Mexico/Holiday Inn
* Vincennes, Indiana/Holiday Inn
* Lafayette, Indiana/Holiday Inn
* Gainesville, Florida/Residence Inn
* Kingman, Arizona/Holiday Inn
* Lauderdale By The Sea, Florida/Holiday Inn
* Lafayette, Indiana/Days Inn
* Edwardsville, Illinois/Knights Inn
* Mesa, Arizona/Holiday Inn
* Vero Beach, Florida/Waldo's Restaurant
* Indicates Summit owned hotels
@ Indicates ▇▇▇▇-Summit owned hotels
12/13/93
34
SCHEDULE "B" AND "c"
▇▇▇▇ HOSPITALITY AND ▇▇▇▇ GROUP MANAGEMENT
MANAGED HOTELS
* Deerfield Beach, Florida/Days Inn
* Pompano Beach, Florida/Days Inn
* Juno Beach, Florida/▇▇▇▇▇▇ Johnsons
* Orlando, Florida/KOA Campground
* Lafayette, Indiana/Knights Inn
* Michigan City, Indiana/Knights Inn
@ Pompano Beach, Florida/Holiday Inn
* Raleigh, North Carolina/Days Inn
* Durham, North Carolina/Days Inn
* Cambridge, Ohio/Best Western
* Kings Island, Ohio/Best Western
* Mansfield, Ohio/Best Western
* Blue Ash, Ohio/Comfort Suites
* Cambridge, Ohio/Days Inn
* Cincinnati, Ohio/Days Inn
* Cincinnati, Ohio/Days Inn East
* Kings Island, Ohio/Days Inn
* Westerville, Ohio/Knights Inn
* Sandusky, Ohio/Ramada Inn
* Doswell, Virginia/Best Western Kings Quarters
Ft. Lauderdale, Florida/Holiday Inn West
Syracuse, New York/Days Inn
Charlotte, North Carolina/Ramada Inn
Palm Harbor, Florida/Knights Inn
Franklin, Pennsylvania/Inn at Franklin
Spring Valley, New York/Best Western
* Indicates Summit owned hotels
@ Indicates ▇▇▇▇-Summit owned hotels
12/13/93
35
SCHEDULE "D"
▇▇▇▇ SUMMIT HOTEL MANAGEMENT
MANAGED HOTELS
Bowling Green, Kentucky/Holiday Inn
Bowling Green, Kentucky/▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Syracuse, New York/Days Inn
East Stroudsburg, Pennsylvania/Memory Town
Columbus, Ohio/Holiday Inn City Centre
Charleston, South Carolina/Comfort Inn
Jacksonville, Florida/▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Ocala, Florida/Radisson Inn
Portland, Maine/Ski Resort
Clearwater, Florida/▇▇▇▇▇▇ Johnsons
12/13/93
36
SCHEDULE "E"
NEW MANAGEMENT CONTRACTS
12/13/93
37
