Attached files
| file | filename |
|---|---|
| EX-4.2 - EXHIBIT 4.2 - Q2 2015 - Hospitality Investors Trust, Inc. | archosp-exhibit42xq22015.htm |
| EX-32 - EXHIBIT 32 - Q2 2015 - Hospitality Investors Trust, Inc. | archosp-exhibit32xq22015.htm |
| EX-31.2 - EXHIBIT 31.2 - Q2 2015 - Hospitality Investors Trust, Inc. | archosp-exhibit312xq22015.htm |
| EX-31.1 - EXHIBIT 31.1 - Q2 2015 - Hospitality Investors Trust, Inc. | archosp-exhibit311xq22015.htm |
| EX-10.7 - EXHIBIT 10.7 - Q2 2015 - Hospitality Investors Trust, Inc. | archosp-exhibit107xq22015.htm |
| 10-Q - ARC HOSP - 6-30-2015 - 10Q - Hospitality Investors Trust, Inc. | archosp-6x30x2015x10q.htm |
Exhibit 10.6
AMERICAN REALTY CAPITAL HOSPITALITY PORTFOLIO SMT, LLC |
c/o American Realty Hospitality Trust, Inc. |
405 Park Avenue |
New York, NY 10022 |
July 15, 2015
Summit Hotel OP, LP
Each of the Sellers listed on Schedule 1 c/o Summit Hotel Properties, Inc.
12600 Hill Country Blvd, Suite R-100
Austin, Texas 78738
Reference is made to that certain Real Estate Purchase and Sale Agreement, dated June 2,
2015 (the “Agreement”), by and among the sellers listed on Schedule 1 thereto, Summit Hotel OP, LP and American Realty Capital Hospitality Portfolio SMT, LLC. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.
Sellers and Purchaser desire to include certain additional terms, as well as modify certain provisions, within the Agreement, and have agreed to amend the Agreement to reflect such additions and modifications on the terms and conditions set forth in this Amendment.
Accordingly, we hereby agree with you as follows and the Agreement shall be deemed amended in accordance with Section 14.4 thereof:
1. | Amendment to Section 2.1.1. Section 2.1.1 of the Agreement is hereby amended and restated as follows: “Within Three Business Days following the Effective Date, Sellers, Purchaser and a duly authorized representative of Title Insurer (“Escrowee”) shall execute Deposit Escrow Instructions in the form attached hereto as Exhibit B (the “Deposit Escrow Instructions”) and concurrently therewith, Purchaser shall deliver to Escrowee earnest money in the amount of |
$7,420,473 (the “Initial Deposit”), subject to the terms of this Agreement. If Purchaser elects, in its sole and absolute discretion, to proceed with the transactions contemplated by this Agreement, then, (x) on or before 5:00 p.m., New York time, on the last day of the Due Diligence Period, Purchaser shall deliver to Escrowee a wire transfer in immediately available federal funds in the amount equal to $3,710,237 and (y) on or before 5:00 p.m. New York time, on July 28, 2015 an amount equal to $14,947,799 (the amounts referred to in clauses
(x) and (y) above being hereafter referred to as the “Additional Deposit”). The term “Deposit” shall mean the Initial Deposit and the Additional Deposit, if any, and shall include interest earned thereon. The Deposit shall be allocated among each of the Hotel Assets in accordance with the relative Allocated Purchase Prices of such Hotel Assets (each, an “Allocated Deposit”). If any such Hotel Asset becomes an Excluded Title Asset, Excluded Casualty Asset, Excluded ROFO/ROFR Asset or Excluded Representation Asset pursuant to the terms of this Agreement, then the Allocated Deposit for such Excluded Title Asset, Excluded Casualty Asset, Excluded ROFO/ROFR Asset or Excluded Representation Asset (and the interest thereon) shall be promptly paid over to
Purchaser.”
2. | Amendment to Section 8.1.3. The first sentence of Section 8.1.3 of the Agreement is hereby amended to read as follows: “Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall have the period |
commencing on the Effective Date and expiring at 5:00 p.m. New York time on July 21, 2015 (the “Due Diligence Period”) during which to determine that either (i) Purchaser has determined to proceed with the transactions contemplated hereby (subject to the terms of this Agreement) or (ii) Purchaser has determined
to terminate this Agreement in its entirety pursuant to this Section 8.1.3.”
3. | Counterpart Originals. This letter agreement may be executed in several counterparts, each of which shall be deemed an original, and such counterparts shall together constitute one and the same agreement. |
Please confirm your agreement with the foregoing by signing and returning the enclosed execution counterpart of this letter.
Very truly yours, | ||||
AMERICAN REALTY CAPITAL HOSPITALITY PORTFOLIO SMT, LLC | ||||
By: /s/ Jonathan P. Mehlman | ||||
Name: Jonathan P. Mehlman | ||||
Title: CEO and President | ||||
AGREED AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN: SUMMIT HOTEL OP, LC | ||||
{Individually and in accordance with Section 14.20 of the Agreement on behalf of each Seller} | ||||
By: SUMMIT HOTEL GP, | ||||
LLC, its general partner | ||||
By: SUMMIT HOTEL PROPERTIES, | ||||
INC., its sole member | ||||
By: /s/ Christopher Eng | ||||
Name: Christopher Eng Title Secretary | ||||
Acknowledged and agreed as of the date first written above for the purposes of the Deposit Escrow Instructions only: CHICAGO TITLE INSURANCE COMPANY | ||||
By: /s/ Sharonkay T. Hughes | ||||
Name: Sharonkay T. Hughes Title: Assistant Vice President | ||||
Schedule 1
Sellers/Hotels
Count | Owner | State of Formation | Location |
1 | Summit Hospitality I, LLC | Delaware | Hampton Inn - Medford, OR |
1 | Summit Hotel OP, LP | Delaware | DoubleTree - Baton Rouge, LA |
1 | Summit Hospitality I, LLC | Delaware | Fairfield Inn & Suites - Baton Rouge, LA |
1 | Summit Hospitality I, LLC | Delaware | Springhill Suites - Baton Rouge, LA |
1 | Summit Hospitality I, LLC | Delaware | TownePlace Suites - Baton Rouge, LA |
1 | Summit Hotel OP, LP | Delaware | Hampton Inn & Suites - El Paso, TX |
1 | Summit Hotel OP, LP | Delaware | Hampton Inn - Ft. Wayne, IN |
1 | Summit Hospitality I, LLC | Delaware | Residence Inn - Ft. Wayne, IN |
1 | Summit Hotel OP, LP | Delaware | Courtyard - Flagstaff, AZ |
1 | Summit Hotel OP, LP | Delaware | Springhill Suites - Flagstaff, AZ |
1 | Summit Hospitality I, LLC | Delaware | Fairfield Inn & Suites - Spokane, WA |
1 | Summit Hospitality I, LLC | Delaware | Fairfield Inn & Suites - Denver, CO |
1 | Summit Hotel OP, LP | Delaware | Springhill Suites - Denver, CO |
1 | Summit Hospitality I, LLC | Delaware | Hampton Inn - Ft. Collins, CO |
1 | Summit Hospitality I, LLC | Delaware | Fairfield Inn & Suites - Bellevue, WA |
1 | Summit Hotel OP, LP | Delaware | Hilton Garden Inn - Ft. Collins, CO |
16 | |||
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