EXHIBIT 10.2
FIRST AMENDMENT TO MANAGEMENT AGREEMENT
THIS FIRST AMENDMENT TO HOTEL MANAGEMENT AGREEMENT ("First Amendment") made
and entered into as of this 24th day of April, 2006 by and between Summit Hotel
Properties, LLC, a South Dakota limited liability company (hereinafter referred
to as "Owner"), and The Summit Group, Inc., a South Dakota corporation, acting
on its own behalf, (hereinafter referred to as "Manager"). All terms not defined
herein shall have the meaning as set forth in the Hotel Management Agreement
dated February 11, 2004.
WHEREAS, Owner and Manager entered into a hotel management agreement as of
February 11, 2004 ("Hotel Management Agreement"); and
WHEREAS, Owner and Manager desire to amend the Hotel Management Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree to amend the Hotel Management Agreement as follows:
Section 5 Compensation to the Manager shall be revised in its entirety to
read as follows:
5. COMPENSATION TO THE MANAGER
The Manager, as a Management Fee, shall be reimbursed for its overhead
costs and expenses related to managing the Hotels. If Manager manages more
hotels than the Hotels contemplated by this Agreement, then Manager shall
charge each hotel managed, including Hotels, its pro rata share of all
overhead expenses, which include but are not limited to: wages of employees
and officers, including the salary of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇; rent; legal;
accounting; insurance; and travel expenses. In no event will the annualized
Management Fee exceed four and one-half percent (4l/2%) of annual gross
revenues. Such Management Fee shall be paid to Manager on a monthly basis.
Any expenses for services that would customarily be handled by a hotel
property, such as bookkeeping, and expenses that are paid for third party
services, such as accounting and legal services, shall be paid directly by
the Hotels or Owner or shall be reimbursed to the Manager and shall not be
included in the four and one-half percent of gross revenue cap.
No other terms, conditions or provisions of the Hotel Management Agreement shall
be changed or altered except as set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.
OWNER: MANAGER:
SUMMIT HOTEL PROPERTIES, LLC THE SUMMIT GROUP, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Its: Manager Its: President
