Exhibit 10.8
AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT
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THIS AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT (this "Agreement") is
made and entered into as of the 21st day of June, 1997, by and between HOST
MARRIOTT CORPORATION, a Delaware corporation ("Host Marriott"; successor by
change of name to Marriott Corporation), HOST MARRIOTT SERVICES CORPORATION, a
Delaware corporation ("HMSC"), and MARRIOTT INTERNATIONAL, INC., a Delaware
corporation ("MII").
RECITALS
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WHEREAS, Host Marriott and MII are parties to that certain
Distribution Agreement, dated as of September 15, 1993, as amended by Amendment
No. 1 dated as of December 29, 1995 among Host Marriott, MII, and (as successor
by spin-off to Host Marriott's the Host/Travel Plazas Business), HMSC (as so
amended, the "Distribution Agreement"); and
WHEREAS, Host Marriott and MII are parties to that certain Stock
Purchase Agreement, dated as of June 21, 1997 (the "Stock Purchase Agreement");
and
WHEREAS, the execution and delivery of this Agreement is a condition
precedent to MII's obligation to consummate the transactions contemplated by the
Stock Purchase Agreement; and
WHEREAS, Host Marriott and MII desire to amend the Distribution
Agreement as set forth herein, and HMSC has agreed to execute this amendment for
the avoidance of doubt as to whether its signature is necessary for an amendment
to the Distribution Agreement to be effective.
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, hereby agree as
follows:
1. The last sentence of the first paragraph of Section 6.07(a) of the
Distribution Agreement is hereby deleted in its entirety and replaced with the
following:
"The Right shall terminate on June 21, 2017."
2. Except as specifically amended hereby, the Distribution Agreement
shall remain unchanged and in full force and effect.
SIGNATURE PAGE FOLLOWS
IN WITNESS WHEREOF, the parties have caused this Agreement to be
signed by their duly authorized representatives as of the day and year first
above written.
HOST MARRIOTT CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Executive Vice President
MARRIOTT INTERNATIONAL, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Vice President
HOST MARRIOTT SERVICES CORPORATION
By: /s/▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇
Title: Vice President and General Counsel