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Exhibit
10.20
THE INFORMATION
ACQUISITION AGREEMENT
THIS INFORMATION ACQUISITION
AGREEMENT (this “ Agreement ”) is entered into
this 6th day of July, 2004 (the “ Effective
Date”), by and between MARRIOTT INTERNATIONAL, INC., a
Delaware corporation (“ Marriott ”) and
DIAMONDROCK HOSPITALITY COMPANY, a Maryland corporation (the
“ Owner ”).
RECITALS:
A. Marriott and certain of
its affiliates manage or franchise hotels as part of the chains
known as “Marriott Hotels & Resorts,” “The
Ritz-Carlton,” “Renaissance Hotels and Resorts,
“Courtyard by Marriott,” and “Residence Inn by
Marriott.”
B. The Owner desires to
acquire hotels to be operated by Marriott or one of its affiliates.
Marriott desires to have additional hotels managed by Marriott or
its affiliates. In consideration of the foregoing, the Owner and
Marriott currently desire to have a strategic relationship between
them which will further the goals and objectives of both
parties.
C. Marriott and the Owner
mutually believe that the strategic relationship between them will
further the goals and interests of each of them. Marriott and the
Owner further mutually believe that it is in the best interests of
each of them that the terms of the strategic relationship between
them remain flexible, non-binding and subject to change or
cancellation by either party, except as otherwise set forth in this
Agreement.
In consideration of the
foregoing, and in order to promote their mutual and joint
interests, the Owner and Marriott hereby agree as
follows:
1. Agreement. Marriott
covenants and agrees that for the period beginning on July 1, 2004
and ending on June 30, 2006 (the “Term”), Marriott will
not enter into any Marriott Restricted Agreement. Notwithstanding
the foregoing, Marriott retains the right to enter into written
agreements affecting opportunities in any geographic area comprised
of less than 10% of the United States by population. The Owner
covenants and agrees that during the Term, the Owner will not enter
into any Owner Restricted Agreement. Notwithstanding the foregoing,
the Owner retains the right to enter into written agreements
affecting opportunities in geographic areas comprised of less than
10% of the United States by population. For the avoidance of doubt,
the foregoing is not intended to modify or affect (i) any duty of
Marriott to an owner or franchisee under any existing management or
franchise agreements or other currently existing arrangement or
(ii) either party’s right to enter into any agreement with
any third party to acquire, develop, buy or sell, or manage hotels
in any given location provided that such agreement is not a
Marriott Restricted Agreement or an Owner Restricted
Agreement.
(a) a “Marriott
Restricted Agreement” means a written agreement or series of
written agreements that require Marriott to grant any third party
the right to receive information from Marriott concerning
opportunities to purchase full service, urban select service or
urban extended stay hotel in the United States, or in any region
thereof, prior to such opportunities being presented to
Owner;
(b) an “Owner
Restricted Agreement” means a written agreement or series of
written agreements that require Owner to grant any third party the
right to receive information from Owner concerning potential
opportunities to provide hotel management services for full
service, urban select service or urban extended-stay hotels in the
United States, or in any region thereof, prior to such opportunity
being presented to Marriott; and
(c) “Urban select
service” or “urban extended stay” hotels shall
mean those select service and extended stay hotels located in
central business districts in cities with a population of not less
than five hundred thousand (500,000) persons as determined by the
most currently available U.S. census tract maps.
2. Representations and
Warranties of the Owner. The Owner represents and warrants to
Marriott as follows as of the Effective Date:
(a) The Owner has been duly
incorporated, is validly existing and is in good standing in the
State of Maryland and has been duly qualified to transact business
and is in good standing in each jurisdiction in which the nature of
its business so requires. The Owner has all the requisite power and
authority to enter into and comply with its obligations under this
Agreement.
(b) The execution, delivery
and performance of this Agreement and all of the documents and
instruments required hereby are within the power of the Owner and
have been duly authorized by all necessary action of the Owner.
This Agreement is, and the other documents and instruments required
hereby will be, when executed and delivered by the Owner, the valid
and binding obligations of the Owner, enforceable against the Owner
in accordance with their respective terms.
(c) The execution, delivery
and performance of this Agreement by the Owner does not and will
not conflict with or violate or result in a breach of the terms,
conditions or provisions of any agreement, document or instrument
to which the Owner is a party or by which the Owner is
bound.
(d) There is no suit, action,
investigation or proceeding pending or, to the knowledge of the
Owner, threatened ag
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