Form of Revenue Sharing Agreement

EXHIBIT 10.16


REVENUE SHARING AGREEMENT AND AGREEMENT AS TO CERTAIN
MANAGEMENT SERVICE OBLIGATIONS


This Revenue Sharing Agreement is entered into as of the _____________day of____________, 2005, by and among John Q. Hammons Management Company, LLC, ("Management Company"), John Q. Hammons Hotels, L.P. ("Partnership"), John Q. Hammons Hotels Two, L.P. (LP II), [TRS Subsidiary ("Owner")], and each of the entities listed in Schedule I attached hereto (the "Hammons Owners").


WITNESSETH:


Whereas, Management Company is the successor to the Partnership in connection with and has assumed all obligations under that certain Assignment Agreement between Partnership and John Q. Hammons Hotels, Inc. ("JQH, Inc."), dated April 1, 2002, as amended by Amendment No. 1, dated ______ , 2005 (the "Assignment Agreement") to provide management services and duties on behalf of and for the Partnership in connection with the management of certain hotel properties owned, leased or managed by the Partnership and LP II, (the "Partnership Properties"), or managed by the Partnership under certain management contracts between certain Hammons Owners and (or assigned by JQH, Inc. to) the Partnership (the "Existing Hammons Properties"); and


Whereas, pursuant to those Lease Agreements between Partnership, as Lessor, and Owner, as Lessee, dated _____________, 2005, and LP II, as Lessor, and Owner, as Lessee, Owner leases the Partnership Properties from Partnership and LP II; and


Whereas, concurrently herewith, Management Company and Owner are entering into that certain Management Services Agreement, (the "Management Services Agreement"), pursuant to which Management Company shall continue to provide management services to and for Owner, as lessee of the Partnership Properties; and


Whereas, concurrently herewith, Management Company and the Hammons Owners are entering into a Management Agreement (Hammons Ownership Group) (the "Hammons Properties Management Agreement"), dated _________________, 2005, pursuant to which Management Company shall provide management services to certain of the Existing Hammons Properties, and will provide management services to certain hotel properties and associated facilities that may be developed in the future and be owned, leased or managed by the Hammons Owners, or their Affiliates (the "Future Hammons Properties", and with the Existing Hammons Properties, the "Hammons Properties").


Now, Therefore, in consideration of the mutual promises and covenants hereinafter set forth, the parties hereto mutually agree as follows:


1. Termination of Non-Indenture Management Contracts. Partnership and
Management Company hereby agree that (a) the obligations of Management
Company under the Assignment Agreement to provide management agreement
services to the Partnership Properties and certain of the Existing Hammons
Properties specified in Schedule II attached hereto (the "Non-Indenture
Properties"), are hereby terminated, and (b) the corresponding Management
Contracts and Additional Management Contracts applicable to such
Partnership Hotels and the Non-Indenture Properties are hereby terminated
without further liability of either party thereto, except for such
provisions as shall survive in accordance with their terms. Owner, as a
successor to the Partnership and John Q. Hammons Hotels Two, L.P., in
regard to the Partnership Properties, and the applicable Hammons Owners,
in regard to the Non-Indenture Properties, hereby consent to such
termination of the foregoing Management Contracts and Additional
Management Contracts.


2. Indenture Management Contracts. Solely in regard to the Management
Contracts specified in Schedule III attached hereto (the "Indenture
Management Contracts", and the Existing Hammons Properties to which they
apply, the "Indenture Properties"), the respective obligations, including
monetary obligations, of (i) Partnership and Management Company pursuant
to the Assignment Agreement, and (ii) certain Hammons Owners and the
Partnership, shall survive and remain in full force and effect in
accordance with the provisions of the Indenture Management Contracts and
the Assignment Agreement, as amended. Payments by the applicable Hammons
Owners pursuant to such Indenture Management Contracts shall survive any
release of the Indenture dated as of May 21, 2002, Wachovia Bank, N.A.
Trustee, relating to those certain Series A and Series B 8 7/8% First
Mortgage Notes of John Q. Hammons Hotels, L.P. and John Q. Hammons Hotels
Finance Corporation III, as joint and several obligors, but shall
otherwise be suspended or terminate in accordance with the provisions
herein. The parties acknowledge, however, that the obligation of
Partnership under the Assignment Agreement to reimburse Management Company
the costs and expenses incurred by Management Company for management
services provided on behalf of the Partnership for the Indenture
Properties shall be waived so long as such costs are fully reimbursed by
Owner under the terms of the Management Services Agreement (the foregoing
provision to not constitute a release of the obligations of Partnership).


3. Reimbursement of Management Company Actual Operating Costs. In
consideration of Management Company entering into and providing management
services to and directly for the Existing Hammons Properties and the
Future Hammons Properties, and the termination of the Management Contracts
and Additional Management Contracts pursuant to which Partnership was
contractually obligated to provide management services for the Hammons
Properties, Partnership covenants and agrees to promptly reimburse and pay
to Management Company the amount by which (i) the


Management Fee that would be due Management Company based upon Actual
Operating Costs (as defined in Section 3.1 of the Management Services
Agreement) exceeds (ii) the Arms-Length Fee actually paid by the Owner
pursuant to Section 3.1 of the Management Services Agreement. Owner
consents and agrees that any failure of Partnership to make any such
required reimbursement and payment at such time as the Management Fee is
due under the Management Services Agreement, shall constitute an Event of
Default thereunder as if such failure to pay was the default of Owner.


4. Revenue Sharing Payments. During the term of this Agreement, the Hammons
Owners hereby consent and agree to pay to the Partnership a share of gross
revenues of the Non-Indenture Hotels and the Future Hammons Properties
(individually, with respect to each of such Hammons Properties, the
"Revenue Sharing Payments"). The Revenue Sharing Payments shall be in the
amounts applicable to each of the Non-Indenture Hotels and Future Hammons
Properties, as specified in accordance with Schedule IV attached hereto,
and shall be payable as to any such Non-Indenture Hotels and Future
Hammons Properties, only so long as owned, leased or managed by the
applicable Hammons Owners or an Affiliate of the Hammons Owners.
Management Company hereby consents to the Revenue Sharing Payments by the
Hammons Owners or their Affiliates to Partnership, which payments shall be
in lieu of any payment by the Hammons Owners or their Affiliates to
Management Company of the management fees required in the Hammons
Properties Management Agreement.


5. Term of Agreement. The term of this Agreement shall run concurrently with
the term of the Management Services Agreement, and this Agreement (and all
further obligations of Management Company and the applicable Hammons
Owners under the Assignment Agreement and any and all Indenture Management
Contracts) shall expire and be of no further force and effect (except as
to the matters referenced herein which relate to modification or
termination of prior agreements) upon the expiration or termination of the
Management Services Agreement in accordance with Section 2.1 of the
Management Services Agreement. Notwithstanding any provision of the
Indenture Management Contracts to the contrary, the term of such Indenture
Management Contracts shall terminate concurrently with the expiration or
termination of this Agreement, as provided above.


6. Termination of Payments. Notwithstanding any provision of this Agreement,
the Assignment, or any of the Indenture Management Contracts specified in
Schedule III to the contrary, all obligations of the Hammons Owners and
any of their Affiliates to make any of the Revenue Sharing Payments and
any payment of management fees to the Partnership pursuant to the
Indenture Management Contracts, shall cease and be suspended, or shall
terminate, as follows:


a. The obligation to make such payments shall cease and be suspended
(the "Suspended Payments") in the event of any failure or default of
the Owner to pay in full the Management Fee due Management Company
under the Management Services Agreement, as and when due, and will
not recommence and continue until such time as such failure or
default is fully cured, at which time the Suspended Payments will be
paid.


b. The obligation to make such payments shall terminate in their
entirety at the earlier of such time as either (i) the Management
Services Agreement is terminated by Owner as to all Partnership
Properties, (ii) the Partnership is in default of any obligation to
pay the Preferred Redemption Price to the holders of the Hammons
Preferred Units (other t ...