EXHIBIT 10.16
REVENUE SHARING AGREEMENT AND AGREEMENT AS TO CERTAIN
MANAGEMENT SERVICE OBLIGATIONS
This Revenue Sharing Agreement is entered into as of the _____________day
of____________, 2005, by and among Xxxx X. Xxxxxxx Management Company, LLC,
("Management Company"), Xxxx X. Xxxxxxx Hotels, L.P. ("Partnership"), Xxxx X.
Xxxxxxx Hotels Two, L.P. (XX XX), [TRS Subsidiary ("Owner")], and each of the
entities listed in Schedule I attached hereto (the "Xxxxxxx Owners").
WITNESSETH:
Whereas, Management Company is the successor to the Partnership in connection
with and has assumed all obligations under that certain Assignment Agreement
between Partnership and Xxxx X. Xxxxxxx Hotels, Inc. ("JQH, Inc."), dated April
1, 2002, as amended by Amendment No. 1, dated ______ , 2005 (the "Assignment
Agreement") to provide management services and duties on behalf of and for the
Partnership in connection with the management of certain hotel properties owned,
leased or managed by the Partnership and XX XX, (the "Partnership Properties"),
or managed by the Partnership under certain management contracts between certain
Xxxxxxx Owners and (or assigned by JQH, Inc. to) the Partnership (the "Existing
Hammons Properties"); and
Whereas, pursuant to those Lease Agreements between Partnership, as Lessor, and
Owner, as Lessee, dated _____________, 2005, and XX XX, as Lessor, and Owner, as
Lessee, Owner leases the Partnership Properties from Partnership and XX XX; and
Whereas, concurrently herewith, Management Company and Owner are entering into
that certain Management Services Agreement, (the "Management Services
Agreement"), pursuant to which Management Company shall continue to provide
management services to and for Owner, as lessee of the Partnership Properties;
and
Whereas, concurrently herewith, Management Company and the Xxxxxxx Owners are
entering into a Management Agreement (Xxxxxxx Ownership Group) (the "Xxxxxxx
Properties Management Agreement"), dated _________________, 2005, pursuant to
which Management Company shall provide management services to certain of the
Existing Xxxxxxx Properties, and will provide management services to certain
hotel properties and associated facilities that may be developed in the future
and be owned, leased or managed by the Xxxxxxx Owners, or their Affiliates (the
"Future Xxxxxxx Properties", and with the Existing Xxxxxxx Properties, the
"Xxxxxxx Properties").
Now, Therefore, in consideration of the mutual promises and covenants
hereinafter set forth, the parties hereto mutually agree as follows:
1. Termination of Non-Indenture Management Contracts. Partnership and
Management Company hereby agree that (a) the obligations of Management
Company under the Assignment Agreement to provide management agreement
services to the Partnership Properties and certain of the Existing Xxxxxxx
Properties specified in Schedule II attached hereto (the "Non-Indenture
Properties"), are hereby terminated, and (b) the corresponding Management
Contracts and Additional Management Contracts applicable to such
Partnership Hotels and the Non-Indenture Properties are hereby terminated
without further liability of either party thereto, except for such
provisions as shall survive in accordance with their terms. Owner, as a
successor to the Partnership and Xxxx X. Xxxxxxx Hotels Two, L.P., in
regard to the Partnership Properties, and the applicable Xxxxxxx Owners,
in regard to the Non-Indenture Properties, hereby consent to such
termination of the foregoing Management Contracts and Additional
Management Contracts.
2. Indenture Management Contracts. Solely in regard to the Management
Contracts specified in Schedule III attached hereto (the "Indenture
Management Contracts", and the Existing Xxxxxxx Properties to which they
apply, the "Indenture Properties"), the respective obligations, including
monetary obligations, of (i) Partnership and Management Company pursuant
to the Assignment Agreement, and (ii) certain Xxxxxxx Owners and the
Partnership, shall survive and remain in full force and effect in
accordance with the provisions of the Indenture Management Contracts and
the Assignment Agreement, as amended. Payments by the applicable Xxxxxxx
Owners pursuant to such Indenture Management Contracts shall survive any
release of the Indenture dated as of May 21, 2002, Wachovia Bank, N.A.
Trustee, relating to those certain Series A and Series B 8 7/8% First
Mortgage Notes of Xxxx X. Xxxxxxx Hotels, L.P. and Xxxx X. Xxxxxxx Hotels
Finance Corporation III, as joint and several obligors, but shall
otherwise be suspended or terminate in accordance with the provisions
herein. The parties acknowledge, however, that the obligation of
Partnership under the Assignment Agreement to reimburse Management Company
the costs and expenses incurred by Management Company for management
services provided on behalf of the Partnership for the Indenture
Properties shall be waived so long as such costs are fully reimbursed by
Owner under the terms of the Management Services Agreement (the foregoing
provision to not constitute a release of the obligations of Partnership).
3. Reimbursement of Management Company Actual Operating Costs. In
consideration of Management Company entering into and providing management
services to and directly for the Existing Xxxxxxx Properties and the
Future Xxxxxxx Properties, and the termination of the Management Contracts
and Additional Management Contracts pursuant to which Partnership was
contractually obligated to provide management services for the Xxxxxxx
Properties, Partnership covenants and agrees to promptly reimburse and pay
to Management Company the amount by which (i) the
Management Fee that would be due Management Company based upon Actual
Operating Costs (as defined in Section 3.1 of the Management Services
Agreement) exceeds (ii) the Arms-Length Fee actually paid by the Owner
pursuant to Section 3.1 of the Management Services Agreement. Owner
consents and agrees that any failure of Partnership to make any such
required reimbursement and payment at such time as the Management Fee is
due under the Management Services Agreement, shall constitute an Event of
Default thereunder as if such failure to pay was the default of Owner.
4. Revenue Sharing Payments. During the term of this Agreement, the Xxxxxxx
Owners hereby consent and agree to pay to the Partnership a share of gross
revenues of the Non-Indenture Hotels and the Future Xxxxxxx Properties
(individually, with respect to each of such Xxxxxxx Properties, the
"Revenue Sharing Payments"). The Revenue Sharing Payments shall be in the
amounts applicable to each of the Non-Indenture Hotels and Future Xxxxxxx
Properties, as specified in accordance with Schedule IV attached hereto,
and shall be payable as to any such Non-Indenture Hotels and Future
Xxxxxxx Properties, only so long as owned, leased or managed by the
applicable Xxxxxxx Owners or an Affiliate of the Xxxxxxx Owners.
Management Company hereby consents to the Revenue Sharing Payments by the
Xxxxxxx Owners or their Affiliates to Partnership, which payments shall be
in lieu of any payment by the Xxxxxxx Owners or their Affiliates to
Management Company of the management fees required in the Xxxxxxx
Properties Management Agreement.
5. Term of Agreement. The term of this Agreement shall run concurrently with
the term of the Management Services Agreement, and this Agreement (and all
further obligations of Management Company and the applicable Xxxxxxx
Owners under the Assignment Agreement and any and all Indenture Management
Contracts) shall expire and be of no further force and effect (except as
to the matters referenced herein which relate to modification or
termination of prior agreements) upon the expiration or termination of the
Management Services Agreement in accordance with Section 2.1 of the
Management Services Agreement. Notwithstanding any provision of the
Indenture Management Contracts to the contrary, the term of such Indenture
Management Contracts shall terminate concurrently with the expiration or
termination of this Agreement, as provided above.
6. Termination of Payments. Notwithstanding any provision of this Agreement,
the Assignment, or any of the Indenture Management Contracts specified in
Schedule III to the contrary, all obligations of the Xxxxxxx Owners and
any of their Affiliates to make any of the Revenue Sharing Payments and
any payment of management fees to the Partnership pursuant to the
Indenture Management Contracts, shall cease and be suspended, or shall
terminate, as follows:
a. The obligation to make such payments shall cease and be suspended
(the "Suspended Payments") in the event of any failure or default of
the Owner to pay in full the Management Fee due Management Company
under the Management Services Agreement, as and when due, and will
not recommence and continue until such time as such failure or
default is fully cured, at which time the Suspended Payments will be
paid.
b. The obligation to make such payments shall terminate in their
entirety at the earlier of such time as either (i) the Management
Services Agreement is terminated by Owner as to all Partnership
Properties, (ii) the Partnership is in default of any obligation to
pay the Preferred Redemption Price to the holders of the Xxxxxxx
Preferred Units (other than the Required Holders), or to liquidate
the Partnership and complete the liquidation process by the
Liquidation Completion Deadline, including the full distribution of
the liquidation proceeds, in each case as required in Section 13.2
of that certain Fourth Amended and Restated Agreement of Limited
Partnership of [Xxxx X. Xxxxxxx Hotels], L.P., dated as of the date
hereof, as amended, supplemented or otherwise modified from time to
time in accordance with its terms (the "Partnership Agreement");
(iii) such time as the Preferred Redemption Price is paid in full to
the holders of the Xxxxxxx Preferred Units (other than the Required
Holders), or (iv) such time as the proceeds from any liquidation of
the Partnership (or any successor thereto) are fully distributed in
accordance with Section 13.2 of the Partnership Agreement. Each
capitalized term used in this Section 6b which is not defined herein
shall have the meaning accorded to such term in the Partnership
Agreement.
c. As to any one of the Xxxxxxx Properties, upon the sale, lease or
other transfer of such Xxxxxxx Properties, other than to another
Xxxxxxx Owner or an Affiliate of a Xxxxxxx Owner.
7. Binding Agreement. This shall be binding upon and inure to the benefit of
the parties hereto and their respective successors, representatives,
permitted assigns, heirs and legatees.
8. Amendments;Waivers. This Agreement may not be amended or modified except
by an instrument in writing signed by, or on behalf of, each of the
parties hereto. The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a
waiver or deprive such party of the right to insist later on adherence
hereto, or thereafter to insist upon strict adherence to that term or any
other term of this Agreement. Any waiver must be in writing and signed by
the party against whom enforcement is sought in order to be effective.
9. Governing Law. The interpretation and construction of this Agreement and
(unless otherwise expressly provided herein) all amendments hereof and
waivers and consents hereunder shall, to the extent the particular subject
matter is controlled by state law, be governed by and be construed in
accordance with the substantive law of the State of Delaware, without
regard to the conflicts of laws principles thereof.
10. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO
THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES
AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVER, (B) IT
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT
MAKES SUCH WAIVER VOLUNTARILY AND (D) IT HAS BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS PARAGRAPH.
11. Jurisdiction; Service of Process. Any action or proceeding seeking to
enforce any provision of, or based on any right arising out of, this
Agreement shall be brought against any of the parties only in the Courts
of the State of Delaware or, if it has or can acquire jurisdiction, in the
United States District Court for the District of Delaware, and each of the
parties consents to the exclusive jurisdiction of such courts (and of the
appropriate appellate courts) in any such action or proceeding and waives
any objection to venue laid therein. Process in any action or proceeding
referred to in the preceding sentence may be served on any party anywhere
in the world.
12. Entire Agreement. This Agreement constitutes a complete statement of all
of the binding agreements among the parties as of the date hereof with
respect to the subject matter contained herein and supersedes all prior
agreements, understandings, negotiations and discussions, whether oral or
written, between them with respect to such subject matter, except as
specifically referenced herein.
13. Titles and Headings. Titles and headings to sections herein are inserted
for the convenience of reference only and are not intended to be a part of
or to affect the meaning or interpretation of this Agreement.
14. Notices. All notices and other communications under this Agreement shall
be in writing and shall be deemed given (a) when delivered by hand or
certified
mail, return receipt requested, postage prepaid, (b) when transmitted by
telecopier (providing electronic confirmation of transmission) or (c) when
received if sent by overnight courier (providing proof of delivery), to
the addressee at the following addresses or telecopier numbers (or to such
other address or telecopier number as a party may specify from time to
time by notice hereunder):
(i) If to Hammons Owners or Management Company:
Xxxx X. Xxxxxxx
300 Xxxx X. Xxxxxxx Xxxxxxx,
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy (which shall not constitute notice) to:
Xxxxxxxxx Xxxxxxx Xxxxx Xxxxxx LLP
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, Xxxxxxxx 00000
Attn: Xxxx X. Xxxxxx and
Xxxxx X. Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(ii) If to any Owner or the Partnership:
Xxxxxxxx X. Xxxxxx
XX Holdings, LLC
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy (which shall not constitute notice) to:
Xxxx Xxxxxxx, LLC
Three First National Plaza,
70 West Madison Street, Suite 4100
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxxxxxxx and
Xxxxxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
14. Severability. If any term or provision of this Agreement or the
application thereof to any party hereto or set of circumstances shall, in
any jurisdiction and to any extent, be finally held to be invalid or
unenforceable, such term or provision shall only be ineffective as to such
jurisdiction, and only to the extent of such invalidity or
unenforceability, without invalidating or rendering unenforceable any
other terms or provisions of this Agreement or under any other
circumstances, and the parties shall negotiate in good faith a substitute
provision which comes as close as possible to the invalidated or
unenforceable term or provision, and puts the parties in a position as
nearly comparable as possible to the position they would have been in but
for such finding of invalidity or unenforceability, while remaining valid
and enforceable.
15. Counterparts. This Agreement may be executed in several counterparts,
each of which shall be considered an original, but all of which together
shall constitute one and the same instrument.
16. Remedies Including Injunction and Specific Performance. In the event
that any party shall default in the performance of any of its respective
obligations hereunder in any material respect, then the other party hereto
shall have the right (i) to seek specific performance or injunctive relief
from any court of competent jurisdiction to enforce the respective rights
of such parties under this Agreement, as the case may be, and (ii) to
payment by the nonprevailing party of any and all attorneys' fees and
costs, including any court costs and costs of any consultants incurred by
such other party, as the case may be, which is the prevailing party in any
action, negotiation or proceeding to enforce such party's rights under
this Agreement.
17. Definition of "Affiliate". "Affiliate" shall mean any individual or
entity, directly or indirectly through one or more intermediaries,
controlling, controlled by, or under common ownership or control with a
party. The term "control," as used in the immediately preceding sentence,
means, with respect to a corporation, the right to exercise, directly or
indirectly, fifty percent (50%) or more of the voting rights attributable
to the shares of the controlled corporation and, with respect to an entity
that is not a corporation, the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of
the controlled entity.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.
XXXX X. XXXXXXX HOTELS, L.P.
By: Xxxx X. Xxxxxxx Hotels, Inc.,
its general partner
By: _________________________________
Name: _______________________________
Title: ______________________________
XXXX X. XXXXXXX MANAGEMENT COMPANY, LLC.
By: ________________________________________
Name: ______________________________________
Title: _____________________________________
[TRS]
By: ________________________________________
Name: ______________________________________
Title: _____________________________________
____________________________________________
Xxxx X. Xxxxxxx, an individual
THE REVOCABLE TRUST OF XXXX X. XXXXXXX
DATED DECEMBER 28, 1989, AS AMENDED AND
RESTATED
By: ________________________________________
Xxxx X. Xxxxxxx, Trustee
XXXXXXX OF ARKANSAS, LLC,
XXXXXXX OF COLORADO, LLC,
XXXXXXX OF FRISCO, LLC,
XXXXXXX OF HUNTSVILLE, LLC,
XXXXXXX OF NEW MEXICO, LLC,
XXXXXXX OF SOUTH CAROLINA,
LLC, CHATEAU LAKE, LLC, XXXX X.
XXXXXXX CENTER, LLC
By: __________________________________
Xxxx X. Xxxxxxx, Trustee of
The Revocable Trust of Xxxx X.
Xxxxxxx dated December 28,
1989, as amended and restated, the
sole member of each of the above
listed companies
CITY CENTRE HOTEL CORPORATION,
a Kansas corporation
By: ________________________________________
Xxxx X. Xxxxxxx, President
Xxxxxxxxxx Xxxxxxx, XX, a Delaware
limited partnership
By: ________________________________________
Xxxx X. Xxxxxxx, Trustee of The
Revocable Trust of Xxxx X. Xxxxxxx
dated December 28, 1989, as amended
and restated, the sole Member of
Xxxxxxx of Franklin, LLC, the sole
Member of Xxxxxxx of Xxxxxxxxxx,
LLC, the General Partner of
Xxxxxxxxxx Xxxxxxx, XX
SCHEDULE I
LIST OF XXXXXXX OWNERS
Xxxx X. Xxxxxxx, an individual
The Revocable Trust of Xxxx X. Xxxxxxx,
dated December 28, 1989, as amended and restated
Xxxxxxxxxx Xxxxxxx, XX
Xxxxxxx of Xxxxxxxx (Under Xxxxxxxxxx Xxxxxxx XX)
Xxxxxxx of Richardson (Under Xxxxxxxxxx Xxxxxxx XX)
Xxxxxxx of Arkansas, LLC
Xxxxxxx of Colorado, LLC
Xxxxxxx of Frisco, LLC
Xxxxxxx of Huntsville, LLC
Xxxxxxx of N. Mexico, LLC
Xxxxxxx of S. Carolina, LLC
Chateau Lake LLC
City Centre Hotel Corporation
Xxxx X. Xxxxxxx Center, LLC
SCHEDULE II
LIST OF NON-INDENTURE PROPERTIES AND RELATED MANAGEMENT CONTRACTS
(XXXXXXX PRIVATE GROUP)
DEVELOPED HOTELS
Embassy Suites Northwest Arkansas
0000 Xxxxxxxx Xxxxx Xxxxxxx, Xxxxxx, Xxxxxxxx 00000
Owner: Xxxxxxx of Arkansas, LLC
Management Agreement: 12/13/01, assigned 4/1/02
Courtyard by Marriott Oklahoma City Downtown
0 Xxxx Xxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000
Owner: Xxxx X. Xxxxxxx Trust
Management Agreement: JQHRT & JQHH, LP, 1/9/03
Renaissance Tulsa Hotel & Convention Center
0000 Xxxxx 000xx Xxxx Xxxxxx, Xxxxx, Xxxxxxxx 00000
Owner: Xxxx X. Xxxxxxx Trust
Management Agreement: 11/9/01, assigned to US Bank 7/1/02, amended 3/4/03
Embassy Suites Hot Springs
000 Xxxxxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxx 00000
Owner: Xxxxxxx of Arkansas, LLC
Management Agreement: 10/30/02
Residence Inn Charleston Airport
0000 Xxxxxxxxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxxxxx, XX 00000
Owner: Xxxxxxx of South Carolina, LLC
Management Agreement: 09/24/04
Courtyard by Marriott Junction City
000 Xxxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxx 00000
Owner: Xxxx X. Xxxxxxx Trust
Management Agreement: 4/18/05
Embassy Suites Albuquerque
0000 Xxxxxxxx Xxxxx XX, Xxxxxxxxxxx, Xxx Xxxxxx 00000
Owner: Xxxxxxx of New Mexico, LLC
Management Agreement: 11/12/03
Embassy Suites Dallas-Frisco
7600 Xxxx X. Xxxxxxx Xxxxx, Xxxxxx, Xxxxx 00000
Owner: Xxxxxxx of Frisco, LLC
Management Agreement: 11/12/03
Embassy Suites St. Louis-St. Xxxxxxx
Xxx Xxxxxxxxxx Xxxxxx Xxxxx, Xx. Xxxxxxx, XX 00000
Owner: Xxxx X. Xxxxxxx
Management Agreement: 04/15/05
Holiday Inn Express Springfield
0000 Xxxx Xx. Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxx 00000
Owner: Xxxx X. Xxxxxxx Trust
Management Agreement: 04/18/05
Embassy Suites at Hampton Roads Convention Center
0000 Xxxxxxxx Xxxxx, Xxxxxxx, XX 00000
Owner: Xxxx X. Xxxxxxx Trust
Management Agreement: [Date to be inserted]
Chateau on the Lake Resort Spa and Convention Center
000 Xxxxx Xxxxx Xxxxxxx 000, Xxxxxxx, Xxxxxxxx 00000
Owner: Chateau Lake LLC
Management Agreement: 05/19/97, assigned 4/1/02
PROPERTIES UNDER CONSTRUCTION / DEVELOPMENT
Embassy Suites
000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000
Owner: Xxxxxxx of Huntsville, LLC
Management Agreement: 4/25/05
Embassy Suites
East Peoria, IL
Owner: Xxxx X. Xxxxxxx Trust
Embassy Suites
Concord, North Carolina
Owner: Xxxx X. Xxxxxxx Trust
Embassy Suites: Loveland, CO
Embassy Suites: San Marcos, TX
Residence Inn: LaVista, NE
Marriott: Normal, IL
Embassy Suites, Bricktown, OK
Embassy Suites, Asheville, NC
Marriott: Rogers, AR
Marriott: Colorado Springs, CO
Marriott: North Charleston, SC
Residence Inn: Joplin, MO
SCHEDULE III
LIST OF INDENTURE PROPERTIES
(XXXXXXX PROPERTIES)
Courtyard by Marriott
0000 Xxxx Xxxxxxx, Xxxxxxxxxxx, Xxxxxxxx 00000
Owner: Xxxxxxxxxx Xxxxxxx, XX
Management Agreement: 8/18/99, assigned 4/1/02
University Plaza Hotel and Convention Center
333 S Xxxx X. Xxxxxxx Xxxxxxx, Xxxxxxxxxxx, Xxxxxxxx 00000
Owner: Xxxx X. Xxxxxxx Trust
Management Agreement: 11/1/83, amended 12/31/92, assigned 4/1/02
Embassy Suites Lincoln
0000 X Xxxxxx, Xxxxxxx, Xxxxxxxx 00000
Owner: Xxxx X. Xxxxxxx Trust
Management Agreement: LP, 8/31/99, assigned 0/0/00
Xxxxxxx Xxx Xxxx Xxxxxx
000 X 0xx Xx., Xxxxx Xxxxx, Xxxxx Xxxxxx 00000
Owner: City Centre Hotel Corporation
Management Agreement: 12/1/93, amended 3/4/03, assigned 4/1/02
Sheraton Hotel Sioux Falls
0000 X. Xxxx Xxx., Xxxxx Xxxxx, Xxxxx Xxxxxx 00000
Owner: Xxxx X. Xxxxxxx Trust
Management Agreement: 6/1/98, amended 3/4/03, assigned 0/0/00
Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxx/Xxxx Xxxxxxx
000 Xxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx 00000
Owner: Richardson Xxxxxxx, XX
Management Agreement: 11/15/99, amended 3/4/03, assigned 4/1/02
Renaissance Xxxxxx Xxxxxxxxxx
000 Xxxx Xxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxx 00000
Owner: Richardson Xxxxxxx, XX
Management Agreement: 1/5/00, amended 3/14/03, assigned 4/1/02
Residence Inn Springfield
0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxx 00000
Owner: Xxxxxxxxxx Xxxxxxx, XX
Management Agreement: 12/8/00 amended 9/9/01, assigned 4/1/02
SCHEDULE IV
SCHEDULE OF REVENUE SHARING PAYMENTS
Unless terminated or suspended pursuant to the terms of the Revenue Sharing
Agreement, each Xxxxxxx Owner shall pay the Partnership in respect of the
Non-Indenture Properties and Future Xxxxxxx Properties owned, leased or managed
by such Xxxxxxx Owner, an amount equal to two percent (2%) of Gross Revenues of
such Non-Indenture and Future Xxxxxxx Properties. For this purpose, Gross
Revenues shall include, without limitation, revenues of such Non-Indenture
Properties and Future Xxxxxxx Properties from all sources, including, without
limitation, business interruption insurance, generated by or on such properties
(excluding, however, any revenues received from extraordinary sources not in the
usual course of business).
