SECOND AMENDMENT TO
EXCLUSIVE JOINT VENTURE AGREEMENT
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THIS SECOND AMENDMENT TO EXCLUSIVE JOINT VENTURE AGREEMENT, dated February
27, 1997 ("Second Amendment"), is entered into by and between PROMUS HOTELS,
INC., a Delaware corporation ("PHI"), and VISTANA DEVELOPMENT, LTD., a Florida
limited partnership ("Vistana").
R E C I T A L S:
A. PHI and Vistana are parties to a certain Exclusive Joint Venture
Agreement dated December 24, 1996 (the "Initial Agreement"), as amended by a
certain First Amendment To Exclusive Joint Venture Agreement dated as of
February 7, 1997 ("First Amendment") (the Initial Agreement as amended by the
First Amendment is hereinafter referred to as the "First Amended Agreement")
pursuant to which, among other things, the parties have agreed to jointly
develop Vacation Resorts.
B. PHI and Vistana desire to amend the First Amended Agreement as provided
herein.
NOW, THEREFORE, in consideration of the foregoing, and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending legally to be bound, have agreed and
by these presents do amend the Initial Agreement and agree as follows:
1. Defined Terms. All capitalized terms used herein shall have the
same meanings ascribed to them in the First Amended Agreement except as
otherwise defined herein to the contrary or unless the context requires
otherwise.
2. Amendments to Section 7 of the First Amended Agreement. Sections
7(a) and 7(b) of the First Amended Agreement are hereby amended by deleting
the date "February 28, 1997" and by substituting therefor the date "April
30, 1997".
3. Amendment to Section 15 of the First Amended Agreement. Section
15(a)(ii) of the First Amended Agreement is hereby amended by deleting the
date "February 28, 1997" and by substituting therefor the date "April 30,
1997".
4. Integration of Amendment. Except as provided herein, the First
Amended Agreement is hereby confirmed and the terms and provisions thereof,
unless modified herein, shall remain in full force and effect.
5. Counterparts. This Second Amendment may be executed in several
counterparts and all so executed shall constitute one agreement binding on
the parties hereto, notwithstanding
that all the parties are not signatories to the original or the same
counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment,
or have caused this Second Amendment to be duly executed on their respective
behalf by their respective officers thereunto duly authorized, as of the day and
year first above written.
PROMUS HOTELS, INC.
By: /s/ Xxxxxx Xxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx
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Title: Assistant Secretary
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VISTANA DEVELOPMENT, LTD.
By: VISTANA CAPITAL HOLDINGS, INC.
its general partner
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title: Senior Vice President
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and General Counsel
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