Exhibit 2.2
AMENDMENT NO. 1 DATED AS OF DECEMBER 29, 1995 TO
DISTRIBUTION AGREEMENT DATED AS OF SEPTEMBER 15, 1993
BETWEEN HOST MARRIOTT CORPORATION
AND MARRIOTT INTERNATIONAL, INC.
Host Marriott Corporation (f/k/a Marriott Corporation, "Host Marriott"),
Marriott International, Inc. ("MI"), and Host Marriott Services Corporation,
("HM Services") desire to adopt this Amendment to the Distribution Agreement
between Host Marriott and MI dated as of September 15, 1993 (the "Original
Agreement", and as amended hereby, the "Distribution Agreement"). By way of this
Amendment, for good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, Host Marriott, HM Services and MI understand and
agree as follows:
1. On or about December 29, 1995 (the "HM Services Distribution Date"),
Host Marriott will distribute all of the common stock of HM Services to the
shareholders of record of Host Marriott (the "HM Services Distribution");
2. Section 6.06 of the Original Agreement, provides, among other things,
for the right of MI to purchase from Host Marriott, under certain conditions,
the "Host/Travel Plazas Business" as defined in the Original Agreement;
3. On and after the HM Services Distribution, HM Services, directly and
through its subsidiaries and related enterprises, will conduct substantially all
of the present "Host/Travel Plazas Business" of Host Marriott;
4. MI agrees not to exercise any rights it may have under Section 6.06 in
connection with the HM Services Distribution and MI, Host Marriott, and HM
Services agree to terminate any and all of MI's rights under Section 6.06;
5. Effective as of the HM Services Distribution Date, the Distribution
Agreement is amended to delete the text of Section 6.06 in its entirety, and
replace the existing caption "Right of First Offer With Respect To Host/Travel
Plaza's Business" with the caption "Intentionally Omitted"; and
6. HM Services constitutes a "successor and permitted assign" of Host
Marriott with respect to the Host/Host Travel Plazas Business within the meaning
of Section 9.06 of the Distribution Agreement, and accordingly from and after
the HM Services Distribution Date (without releasing Host Marriott from any of
its obligations under the Distribution Agreement), HM Services shall with
respect to the Host/Travel Plazas Business also be bound by and entitled to the
benefits of the Distribution Agreement.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and delivered as of December 29, 1995.
Marriott International, Inc. Host Marriott Services Corporation
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxx X. Xxxxxx
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Title: SVP & Treasurer Title: SRVP & Gen Counsel
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Host Marriott Corporation
By: /s/ Xxxxx Xxxxxxxx
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Title: SRVP
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AMENDMENT TO THE NON-COMPETITION AGREEMENT BETWEEN
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MARRIOTT INTERNATIONAL, INC. AND HOST MARRIOTT CORPORATION
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Marriott International, Inc. ("MI"), Host Marriott Corporation ("Host Marriott")
and Host Marriott Services Corporation ("HM Services") hereby enter into this
Amendment to the Non-Competition Agreement between MI and HM Services
("Agreement") and agree that:
1. MI and Host Marriott are parties to the Non-Competition Agreement dated
October 8, 1993 (the "1993 Agreement"). A copy of the 1993 agreement is attached
as Exhibit 1 to this Agreement and incorporated herein. The 1993 Agreement
remains in full force and effect except to the extent expressly modified by this
Agreement.
2. HM Services is presently a subsidiary company of Host Marriott. On or
about December 29, 1995 the common stock of HM services will be distributed to
the shareholders of Host Marriott (the "HM Services Distribution").
3. All terms of the 1993 Agreement shall apply to HM Services as they
would have otherwise applied to the Host Marriott.
4. The 1993 Agreement and this Agreement shall be binding on all parties
and shall be binding on all subsidiary companies of each party and shall further
be binding on any successor company conducting substantially all of the "MMS
Business" or "Host Business".
For Marriott International, Inc. For Host Marriott Corporation
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx XxXxxxx
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Date: 12/27/95 Date: 12/27/95
For Host Marriott Services Corporation
/s/ Xxx X. Xxxxxx
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Date: 12/26/95
