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EXHIBIT 10.38
FIRST AMENDMENT AND ADDENDUM
TO HCC PARTICIPANT AGREEMENT
This First Amendment and Addendum to HCC Participant Agreement is
entered into by and between The Hotel Clearing Corporation ("HCC") and Promus
Hotels, Inc. ("Participant") to be effective as provided herein. This First
Amendment and Addendum to HCC Participant Agreement shall hereinafter be called
the "First Amendment".
AGREED FACTS
1. HCC and Participant entered into an HCC Participant Agreement
in October of 1997 (the "HCC Agreement").
2. HCC and Participant want to amend the HCC Agreement as more
specifically set forth herein.
3. HCC and Participant intend for this First Amendment to set
forth the entirety of their agreement made this date as it
relates to the amendment of the HCC Agreement.
AGREEMENT
In consideration of the above-stated facts which are hereby
acknowledged and confessed as true and correct by Purchaser and Seller, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, it is hereby agreed as follows:
1. Section 2.1(x) of the HCC Agreement is hereby deleted in its
entirety and is hereby replaced with the following:
"(x) provide information for IRS Form 1099 processing for all
HCC and Non-HCC Travel Agents".
2. Section 2.2(iii) of the Agreement is hereby deleted in its
entirety and is hereby replaced with the following:
"(iii) Collect all HCC and Non-HCC Travel Agent Commissions
and fees owed by all Participant's hotels and its
participating franchisees and affiliates and pay such
commissions and fees to HCC pursuant to this Agreement within
forty eight (48) hours of receipt of the billing statement
described in Section 3.4 hereof provided that Participant may
withhold * from each Non-HCC Travel Agent Commission;"
* CONFIDENTIAL TREATMENT REQUESTED BY PEGASUS SYSTEMS, INC.
INFORMATION CONTAINED IN THIS AGREEMENT HAS BEEN OMITTED SUBJECT TO A
CONFIDENTIAL TREATMENT REQUEST AND HAS BEEN FILED SEPARATELY WITH THE
COMMISSION.
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3. Section 3.2 of the Agreement is hereby deleted in its entirety
and is hereby replaced with the following:
"3.2 Participant Transaction Fee. For each HCC Travel Agent
Commission processed pursuant to this Agreement, * . The *
Fee shall be paid each month by wire transfer within three (3)
business days after receipt * Commissions to be processed
pursuant to this Agreement."
4. The effective date of the HCC Agreement and this First
Amendment is agreed to be November 1, 1997.
5. This First Amendment shall be and hereby is incorporated into
the HCC Agreement for all intents and purposes and all terms,
provisions and definitions of the HCC Agreement shall apply.
6. Except where inconsistent with the terms of this First
Amendment, the HCC Agreement is hereby ratified and affirmed
in all respects.
This Agreement, upon being executed by the parties hereto shall be
effective as of the date set forth herein.
THE HOTEL CLEARING CORPORATION PROMUS HOTELS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇, III By:/s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇, III ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
President Vice President
* CONFIDENTIAL TREATMENT REQUESTED BY PEGASUS SYSTEM, INC.
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