TERMINATION OF MANAGEMENT
CONTRACT
This TERMINATION
AGREEMENT (the “Agreement”) is made on
November 15, 2005 by and among Casa Munras Hotel Partners,
L.P., a California limited partnership, previously named Western
Host Monterey Partners (the “Owner”) and Westland Hotel
Corp., a California corporation (the “Manager”), with
respect to the following:
A. The Owner
and the Manager are parties to that certain Management Contract
dated April 15, 1994 (the “Management Contract”)
pursuant to which the Manager manages and operates the Casa Munras
Garden Hotel (the “Hotel”) owned by the
Owner.
B. The
Management Contract provides for a term that commenced on
April 15, 1994 and will expire at midnight on April 14,
2014, subject to early termination provisions.
C. The
Management Contract is terminable by Owner at any time upon sixty
(60) days prior written notice to Manager.
D. The Owner
desires to sell the Hotel and has previously advised the Manager of
Owner’s intention to terminate the Management Contract,
subject to, conditioned upon and effective upon the sale of the
Hotel.
E. The Owner
and Manager have agreed to terminate the Management Contract upon
the terms and conditions described herein and regardless of whether
such sixty (60) day notice was provided.
NOW THEREFORE,
the parties hereto agree as follows:
1.
Conditional Termination of Management Contract . The Owner
and Manager hereby agree that the Management Contract is hereby
terminated, conditioned upon and effective upon the Closing (as
that term is defined in that certain Purchase Agreement dated
August 11, 2005 among the Owner as Seller and Casa Munras
Hotel, LLC as Buyer and certain other parties thereto for the sale
of the Hotel, as amended by that certain First Amendment dated
November 9, 2005 and that certain letter agreement dated
November 15, 2005, and as may be subsequently amended by the
parties thereto, such Purchase Agreement as so amended being the
“Purchase Agreement”). If the Closing shall not occur
for any reason, then the Management Contract shall remain in full
force and effect according to its terms.
