Estate of Burton W. Kanter, Deceased, Joshua S. Kanter, Executor, and Naomi R. Kanter, et al. - Page 63

                                                -148-                                                   
            percent from the 30 percent required under the original                                     
            agreement), 57 percent of its management fees from the Allentown                            
            Hilton (an increase of 14 percent from the 43 percent required                              
            under the original agreement), and 57 percent of its management                             
            fees from the newly acquired Twin Sixties Hotel management                                  
            contract.  Exh. 350, exh. A.                                                                
            From 1982 through 1986, the specified percentage of fees                                    
            Essex Partnership received under the various consulting and fee                             
            participation agreements it had with GHM and MHM varied and, at                             
            times, was adjusted.77  In operating Essex Partnership, the                                 
            partners agreed the fees GHM paid Essex Partnership generally                               
            would equal the fees MHM paid to the partnership.  The                                      
            partnership’s specified percentage of fees under each consulting                            
            and fee participation agreement could easily be adjusted and                                
            modified, as each consulting and fee participation agreement was                            
            subject to cancellation on 30-to-90-days’ notice.  As a result,                             
            if a significant change occurred with respect to the compensation                           
            that GHM or MHM received under a particular hotel management                                
            contract, an offsetting change then could be effectuated in the                             

                  77  On Jan. 1, 1986, Connolly executed a new Representation                           
            and Marketing Agreement on behalf of GHM which provided that GHM                            
            would pay to Essex Partnership 40 percent of the fees earned on                             
            the Gateway Hilton and Midland Hilton management contracts.  Exh.                           
            351.  Formby believed this modification was made because                                    
            Connolly’s salary was no longer being paid by the Gateway Hilton.                           
            Formby, Transcr. at 1542.                                                                   




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