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 whic
