First Amendment to Management Agreement



  
 Exhibit 10.10 
  
 FIRST AMENDMENT 
  
 TO 

 
 MANAGEMENT AGREEMENT 
  
 BETWEEN 
  
 WESTEL PROPERTIES II, LTD. 
 (“OWNER”) 
  
 AND 
  
 RESIDENCE INN BY MARRIOTT, INC. 
 (“MANAGER”) 
  
 THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT (“FIRST
AMENDMENT”) is made and entered into as of this 8th day of October, 1997, by and between WESTEL PROPERTIES II, LTD., a Texas limited partnership, with a mailing address at One Spurling Plaza, 12850 Spurling Road, Suite 114, Dallas, Texas 75230
(“Owner”), and RESIDENCE INN BY MARRIOTT, INC., a Delaware corporation, with a mailing address at c/o Marriott International, Inc., 10400 Fernwood Road, Bethesda, Maryland (“Manager”). 
  
 RECITALS: 
  
 WHEREAS, Owner is the owner of record of that certain property located in Harris County, Texas, as more particularly described on Exhibit A attached hereto and incorporated herein (“Site”); and 

 
 WHEREAS, Owner plans to construct on the Site a Residence Inn by Marriott Hotel (“Inn”); and 
  
 WHEREAS, Owner and Manager have entered into that certain Management Agreement, dated and effective as of April 8, 1996, whereby Manager
has agreed to manage and operate the Inn for the account of Owner, on the terms and conditions set forth in the Management Agreement; and 
  
 WHEREAS, Owner and Manager desire to amend the Management Agreement to modify certain provisions contained therein, on the terms and conditions set forth in this First Amendment. 
  
 NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements hereinafter set forth, the parties hereto,
intending to be legally bound, hereby agree as follows: 

 








  
 AGREEMENT: 
  
 1.    In Section 12.01 of the Management Agreement, delete the definition of “Incentive Management Fee” and insert the following new paragraph
in lieu thereof: 
  
 “Incentive Management Fee” shall mean an amount payable to 
 Manager, pursuant to Sections 3.01 and 4.01, that is equal to 
 twenty-five
percent (25%) of Available Cash Flow in any 
 Fiscal Year (or portion thereof). 
  
 2.    All terms not defined in this First Amendment shall have the meaning ascribed to them in the Management Agreement. 
  
 3.    All other terms and conditions of the Management Agreement not modified or amended by this First Amendment shall
remain in full force and effect. 
  
 IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be executed
under seal as of the day and year first written above. 
  
  
  
 
	  	 	  	 	 OWNER:
 
	 
	  	 	  	 	 WESTEL PROPERTIES II, LTD.,
 a Texas Limited partnership
 
	 
	  	 	  	 	 By:
 	 	 Westel Associates, L.C.,
 a Texas Limited liability company
 General Partner
 
	 Witness:
 	 	  	 	  	 	  
	 By:
 	 	 /s/ MONYA WELLS
 
	 	  	 	 By:
 	 	 /s/ JON W. DAVIS
 

	 Print Name:
 	 	 Monya Wells
 
	 	  	 	 Print Name:
 	 	 Jon W. Davis
 

	 
	  	 	  	 	 MANAGER:
 
	 
	  	 	  	 	 RESIDENCE INN BY MARRIOTT, INC.
 a Delaware corporation
 
	 Attest:
 	 	  	 	  	 	  	 	  
	 By:
 	 	 /s/ NINA B. ELDRED
 
Assistant Secretary
 	 	  	 	 By:
 	 	 /s/ DARYL NICKEL
 
Vice President
 
	  	 	  	 	  	 	  	 	  
	 Print Name:
 	 	 Nina B. Eldred
 
	 	  	 	 Print Name:
 	 	 Daryl Nickel
 


 
  
  

 
 2 








  
 STATE OF TEXAS         ) 
                                       
   )ss. 
 COUNTY OF DALLAS  ) 
  
 This instrument was acknowledged before me on this 8th day of October, 1997, by Jon W. Davis, partner(s), on behalf of Westel Associates, L.C., as general partner of Westel Properties II, Ltd., a Texas limited partnership.

  
 IN WITNESS WHEREOF, I have hereunto set my hand and official seal. 
  
 
	  
	 
	 /s/ JAYNE WILSON
 

	 Notary Public
 
	 
	 My Commission Expires: May 16, 1998
 


 
  
 STATE OF
MARYLAND                 ) 
                                       
    ) ss. 
 COUNTY OF MONTGOMERY      ) 
  
 On this the 3rd day of October, 1997, before me, the undersigned officer, personally appeared Daryl Nickel who acknowledged himself to be the Vice President of Residence Inn by Marriott, Inc., a
corporation, and that he as such officer being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Corporation by himself as Vice President. 
  
 IN WITNESS WHEREOF, I have hereunto set my hand and official seal. 
  
  
 
	  
	 
	 /s/ ANA MARIA FROST        
 

	 Notary Public
 
	 
	 My Commission Expires: September 6, 2000
 


 







  
 EXHIBIT A 
  
 LEGAL DESCRIPTION OF THE SITE 
  
 [SEE
NEXT PAGES] 
  
 [omitted]