Exhibit 10.32
FIRST AMENDMENT TO RESTATED
NONCOMPETITION AGREEMENT
THIS FIRST AMENDMENT TO RESTATED
NONCOMPETITION AGREEMENT (this “Amendment”) is made and
entered into as of 28th day of December, 1998 by and among Marriott
International, Inc., a Delaware corporation (“Marriott
International”), Host Marriott Corporation, a Delaware
corporation (“Host Marriott”), and Crestline Capital
Corporation, a Maryland corporation
(“Crestline”).
RECITALS
WHEREAS, Host Marriott and Marriott International are
parties that certain Restated Noncompetition Agreement dated March
3, 1998 (the “1998 Agreement”); and
WHEREAS, Host Marriott has determined that it will
restructure its business operations so as to qualify as a real
estate investment trust for federal income tax purposes, and, in
connection therewith, on or about December 29, 1998, (i) Host
Marriott will distribute approximately 93.6% of the outstanding
common stock of Crestline to or on behalf of the stockholders of
Host Marriott (the “Crestline Distribution”) and will
contribute the remaining 6.4% of such Crestline common stock to
Host Marriott, L.P. for delivery to The Blackstone Group and
certain affiliated entities thereof (or for return to Crestline if
not delivered to The Blackstone Group and its affiliated entities)
and (ii) Host Marriott will merge (the “Merger”) into
HMC Merger Corporation, a Maryland corporation (“Host
REIT”); and
WHEREAS, the parties hereto desire to amend the 1998
Agreement in connection with the Crestline Distribution and the
Merger.
NOW, THEREFORE,
in consideration of the foregoing
recitals and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties intending
to be legally bound agree as follows:
1. Crestline is hereby added as a
party to the 1998 Agreement and shall be subject to the same
restrictions, obligations and benefits thereunder as Host Marriott,
it being further understood that all references to “Host
Marriott” in the 1998 Agreement (other than in the definition
of “Host Marriott” in Article One, the third sentence
of the definition of “Affiliates” under Article One and
the last sentence of Section 4.1.C as set forth in Paragraph 5
below, which, in each of the foregoing cases, shall mean only Host
Marriott Corporation and its Subsidiaries and Affiliates) shall
mean each of Host Marriott and Crestline as if each of the
foregoing
entities were parties to a separate agreement
with MI having terms identical to the 1998 Agreement as amended by
this Amendment, subject to the limitations set forth in Paragraph 5
below.
2. The third sentence of the
definition
