Exhibit 10.3
May 9, 2000
ASSUMPTION AND AMENDMENT AGREEMENT
This ASSUMPTION AGREEMENT (the "Agreement") is made and entered into as
of May 9, 2002 (the "Effective Date") by and between DAYS MASTER ITALIA, S.p.A.,
a company organized under the laws of Italy ("Assignee"), and CENDANT GLOBAL
SERVICES, B.V., a private company with limited liability organized under the
laws of The Netherlands (the "Company").
Recitals. Assignee is the Master Licensee under a Master License
Agreement for the Territory of Italy ("xxx Xxxxxxxxx"), dated as of June 1, 2000
which includes a Trademark License Agreement and Software License Agreement
(collectively, the "Assigned Agreements") pursuant to an assignment from Team
Piemmesse ("Assignor") dated June 14, 2000. The Assigned Agreements are attached
to this Agreement as Exhibit A and relate to the granting of a master license of
the Days Inn(R) System to be developed in the Territory. Assignor has assigned
the Assigned Agreements (including any amendments to the Assigned Agreements
specified in this Agreement) to Assignee, which desires to assume and accept the
rights and obligations under the Assigned Agreements.
IN CONSIDERATION of the premises, the mutual promises in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged by the parties, it is agreed as follows:
1. Assignor has assigned, transferred, bargained, sold, and delegated
to Assignee all of its rights, title and interest in and to the Assigned
Agreements, and its obligations existing and arising in the future, under the
Assigned Agreements.
2. Assignee has accepted and assumed the rights, benefits and
obligations of the Master Licensee under the Assigned Agreements, effective as
of June 14, 2000, including all existing and future obligations to pay and
perform under the Assigned Agreements.
3. The Company has consented to the assignment of the Assigned
Agreements by letter dated September 13, 2000, and Assignee has adopted and made
to the Company the representations and warranties of Licensee set forth in
Paragraph 2.4 of the Master License Agreement as of the Effective Date, except
as amended by this Agreement.
4. Assignee will deliver, prior to the commencement of any operations
under the Assigned Agreements together with this Assignment, evidence of
insurance as contemplated under the Assigned Agreements.
5. To induce the Company to consent to this Agreement, HOSP-ITALIA
INDUSTRIES, INC. has executed and delivered to the Company the Guaranty and
Assumption of Master Licensee's Obligations attached to this Agreement as
Exhibit B.
6. Section 2.4 of the Master License Agreement has been amended to
replace "One Million Five Hundred Thousand Dollars ($1,500,000.00)" with "the
lesser of One Million Dollars ($1,000,000.00) or the consolidated net worth of
the former Master Licensee and former guarantor."
7. Effective December 4, 2001, Exhibit C to the Master License
Agreement has been deleted in its entirety and replaced by the amended
Development Schedule attached to this Agreement as Exhibit C.
8. This Agreement shall be deemed a supplement to and modification of
the Assigned Agreements. All references to "this Agreement" contained therein
shall mean and refer to the original form of Master License Agreement, as
modified by any prior amendments and addenda and this Agreement. Except as
expressly stated in this Agreement, no further supplements to or modifications
of the Assigned Agreements are contemplated by the parties. There are no oral or
other written arrangements among the Company, Assignee and Assignor except as
expressly stated in the Assigned Agreements.
9. Assignee acknowledges that the Company has not participated in the
negotiation of the assignment transaction between the Assignee and Assignor, and
has not made any representation or warranty, nor furnished any information to
either party. Assignee waives any and all claims against the Company and its
officers, directors, shareholders, affiliated corporations, employees and agents
arising out of the transfer of the Assigned Agreements. Assignee expressly
acknowledges that the Company was not a participant in the offer and negotiation
of terms of the assignment between Assignor and Assignee and that the Company
has no liability in connection therewith. Assignee acknowledges that it has made
such investigations of Assignor and the Company as it believes appropriate.
10. Any notice required under the Assigned Agreements to be sent to
Assignee shall be directed to:
Days Master Italia, S.p.A.
c/o Xxxxxx Xxxxxxxxx
Lanza, Ceccon, Xxxxxxxxx & Associati
Xxx Xxxxxxxxx Xxxxxx, 00
00000 Xxxxxx
Fax: 011-39-02-76-38-87-78
Telephone: 011-39-02-76-38-87-88
With copies to:
Hosp-Italia Industries, Inc.
00 Xxxxx Xxxxxx, #000
Xxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxx
And:
Xxxxxxx X. Xxxxxxx, Xx., Esquire
Xxxxxxxx, XxXxxxx & Xxxxxxxx, P.C.
The Gulf Tower, Suite 3626
000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
11. The Company consents to the assignment and assumption of the
Assigned Agreements as provided in its letter of September 13, 2000 and in this
Agreement, respectively. No waivers of performance or extensions of time to
perform are granted or authorized. The Company will treat Assignee as the Master
Licensee under the Assigned Agreements.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement effective as of the Effective Date.
THE COMPANY:
CENDANT GLOBAL SERVICES, B.V.
By: /s/ Xxxxx Xxxxxx
-----------------
Name: Xxxxx Xxxxxx
Title: Vice President, International Services
ASSIGNEE:
DAYS MASTER ITALIA, S.p.A.
By: /s/Xxxxxx Xxxxxxxxx
-------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
EXHIBIT A
THE AGREEMENTS
The Assigned Agreements are attached.
EXHIBIT B
GUARANTY AND ASSUMPTION OF MASTER LICENSEE'S OBLIGATIONS
The Guaranty and Assumption of Master Licensee's Obligations is
attached.
EXHIBIT C
AMENDED DEVELOPMENT SCHEDULE
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YEAR Rooms Opened Total Rooms
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2002 60 60
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2003 60 120
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2004 120 240
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2005 120 360
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2006 120 480
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2007 240 720
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2008 120 840
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2009 120 960
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2010 120 1080
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2011 120 1200
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0000-0000 000 1800
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0000-0000 000 2400
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0000-0000 000 3000
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