AMERICAN ARBITRATION ASSOCIATION
NEW YORK, NEW YORK
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HOSPITALITY WORLDWIDE SERVICES, INC.
Claimant,
- against - No. 13 180 00289 99
PRIME HOSPITALITY CORP.,
Respondent.
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STIPULATION OF SETTLEMENT AND MUTUAL RELEASE
WHEREAS, Hospitality Worldwide Services, Inc. ("HWS") has commenced
and continued this action (the "Arbitration") against Prime Hospitality Corp.
("Prime"); and
WHEREAS, Prime has filed its answer to the claims of HWS and asserted
a counterclaim in the Arbitration; and
WHEREAS, the parties hereto have agreed to compromise and settle all
disputes, claims and causes of action between them to avoid further expense,
inconvenience and burden, and to put to rest all disputes between them,
including all claims which have been, could have been or could be asserted in
this action or elsewhere; and
IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned
counsel for the parties, as follows:
1. Prime will pay HWS a total sum of $300,000 within 5 business
days of Prime's receipt of an executed copy of this Stipulation from HWS.
2. MUTUAL RELEASE OF CLAIMS. In exchange for the promises made
herein and other good and valuable consideration:
(a) HWS and its present and former officers, agents,
directors, employees, partners, principals,
subsidiaries, affiliates, successors and assigns,
including, but not limited to, any person or entity
acting for on or behalf of, or claiming under, any of
the foregoing, and their heirs and representatives
(hereinafter "the HWS Releasors"), hereby remise,
release and forever discharge Prime and its present and
former officers, agents, directors, employees,
shareholders, partners, principals, subsidiaries,
affiliates, successors and assigns, and any person or
entity acting for or on behalf of, or claiming under,
any of the foregoing, and their respective heirs and
representatives from and against, and waive and
relinquish, all causes and rights of action, suits,
losses, debts, sums of money, accounts, contracts,
controversies, agreements, promises, awards, damages,
judgments, claims, liens, liabilities, obligations, and
demands whatsoever, whether asserted, unasserted or
threatened, whether hidden or concealed, whether
conditional or absolute, whether personal,
representative or derivative, whether known or unknown,
whether suspected or unsuspected, and whether now or
previously or hereafter recognized in law or in equity
or in contract on in tort, whether liquidated or
unliquidated, which the HWS Releasors had or may have
against Prime arising out of any act, event, matter,
omission, representation, or transaction involving or
related to the Arbitration; and
(b) Prime and its present and former officers, agents,
directors, employees, shareholders, partners,
principals, subsidiaries, affiliates, successors and
assigns, and any person or entity acting for or on
behalf of, or claiming under, any of the foregoing, and
their heirs and representatives (hereinafter "the Prime
Releasors"), hereby remise, release and forever
discharge HWS and its present and former officers,
agents, directors, employees, shareholders, partners,
principals, subsidiaries, affiliates, successors and
assigns, including, but not limited to, any person or
entity acting for or on behalf of, or claiming under,
any of the foregoing, and their respective heirs and
representatives from and against, and waive and
relinquish, all causes and rights of action, suits,
losses, debts, sums of money, accounts, contracts,
controversies, agreements, promises, awards, damages
judgments, claims, liens, liabilities, obligations, and
demands whatsoever, whether asserted, unasserted or
threatened, whether hidden or concealed, whether
conditional or absolute, whether personal,
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representative or derivative, whether known or unknown,
whether suspected or unsuspected, and whether now or
previously or hereafter recognized in law or in equity
or in contract or in tort, whether liquidated or
unliquidated, which the Prime Releasors had or may have
against HWS arising out of any act, event, matter,
omission, representation or transaction involving or
related to the Arbitration.
3. Each of the parties represents and warrants (a) that it
has full authority to execute this Stipulation and to perform
all of its obligations set forth herein: (b) that the
performance of such obligations shall not conflict with any
other agreement to which it is a party or by which it is bound;
and (c) that it intends this Stipulation to be legal, valid and
binding upon it.
4. The parties executing this Stipulation, individually or
in a representative capacity, acknowledge that they have read
this Stipulation, that they understand the Stipulation, that
they have been fully advised by counsel and that they intend to
be bound, either individually or in their representative
capacity, to the terms and conditions of this Stipulation.
5. The parties agree that this Stipulation contains the
full, complete and entire understanding and agreement between
them with respect to the matters referred to herein, and
supersedes and replaces any prior negotiations or agreements
between the parties, whether written or oral. This Stipulation
may not be amended, waived, altered, modified, changed,
rescinded or terminated except by an instrument in writing and
signed by both parties.
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6. This stipulation shall be governed, interpreted and
enforced by, and in accordance with, the laws of the State of
New York, without giving effect to the conflict of laws
principles thereof.
7. This Stipulation may be executed in one or more
counterparts. All executed counterparts and each of them shall
be deemed to be one and the same instrument.
Date: New York, New York
December 14, 1999
Hospitality Worldwide Services, Inc.
By: /s/ Douglas Parker
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Douglas Parker
The Chief Executive Officer
Prime Hospitality Corporation
By: /s/ A. F. Petrocelli
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A. F. Petrocelli
Title: President & Chief Executive
Officer