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EXHIBIT 10.13
CORPORATE OVERHEAD FEE AGREEMENT
This
CORPORATE OVERHEAD FEE AGREEMENT (this "Agreement") is entered
into
as of ______________, 2005, by and between
John Q. Hammons Hotels, L.P., a
Delaware limited partnership (the
"Partnership"), and JQH Acquisition LLC, a
Delaware limited liability company (the
"Manager").
WHEREAS,
the Manager is specially skilled in financial, strategic
planning, management consulting and other
management skills and services;
WHEREAS,
the Partnership wishes to obtain the benefit of the experience
of
the Manager and its knowledge of the
Partnership and the Partnership's financial
affairs in particular;
WHEREAS, the
Manager is willing to make such skills available and to
provide such services to the Partnership on
the terms and conditions hereinafter
set forth;
NOW,
THEREFORE, in consideration of the foregoing recitals and the
mutual
promises hereinafter set forth, and for
other good and valuable consideration,
the receipt and sufficiency of which are
hereby acknowledged, the Partnership
and the Manager, intending to be legally
bound, do hereby agree as follows:
1.
Engagement. The Partnership hereby engages the Manager for the Term
(as
hereinafter defined) and upon the terms and
conditions herein set forth to
provide consulting and management advisory
services to the Partnership or any of
its subsidiaries, as reasonably requested
from time to time by the Partnership
(the "Services"). The Services will be in
the field of financial, strategic
planning, management consulting services
and such other management areas as the
Manager and the Partnership shall mutually
agree. In consideration of the
compensation to the Manager specified
herein, the Manager accepts such
engagement and agrees to perform the
Services.
2. Term.
The engagement hereunder shall be for a term commencing as of
the
date hereof and expiring on the Liquidation
Completion Date, as such term is
defined in the Third Amended and Restated
Partnership Agreement of the
Partnership (the "Term"). The expiration of
the Term of this Agreement shall not
affect the Partnership's obligations
pursuant to Section 4 with respect to any
portion of the Management Fee (as defined
below) payable to the Manager that is
not paid by the Partnership as of the
expiration of the Term.
3.
Services to be Performed. The Manager shall devote reasonable time
and
efforts to the performance of the Services.
However, no precise number of hours
is to be devoted by the Manager on a weekly
or monthly basis. The Manager may
perform the Services directly, through its
employees or agents, or with such
outside consultants as the Manager may
engage for
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such purpose. The Partnership acknowledges
that the Services to it will not be
exclusive, and that the Manager and its
affiliates may render similar services
to other persons.
4.
Management Fee. In consideration of the Manager's services
hereunder,
the Partnership shall pay to the Manager an
aggregate annual fee (the
"Management Fee") equal to $1,000,000,
which Management Fee shall be paid to the
Manager by the Partnership in equal monthly
installments of $83,333.33 per
month. Such Management Fee is to be paid in
cash monthly in arrears on the first
day of each calendar month.
5.
Indemnification. In addition to its agreements and obligations
under
this Agreement, the Partnership agrees to
indemnify and hold harmless the
Manager and its affiliates (including its
officers, directors, managers,
members, employees and agents) from and
against any and all claims, liabilities,
losses and damages (or actions in respect
thereo
