FIRST AMENDMENT TO PURCHASE AGREEMENT
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THIS FIRST AMENDMENT TO PURCHASE AGREEMENT (this "First Amendment"), is
made and entered into as of the 7th day of November, 1995 by and between
GUARANTEED HOTEL INVESTORS 1985, L.P., a Delaware limited partnership
("Seller"); and SLT REALTY LIMITED PARTNERSHIP, a Delaware limited partnership
("Buyer");
W I T N E S S E T H:
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WHEREAS, Seller and Buyer are parties to that certain Purchase
Agreement dated October 27, 1995 (the "Agreement"); and
WHEREAS, Seller and Buyer have agreed to amend the Agreement as
provided herein.
NOW THEREFORE, for and in consideration of the foregoing and of the
mutual covenants and agreements herein contained and other good and valuable
consideration, the receipt of which is hereby acknowledged by the parties
hereto, Seller and Buyer hereby covenant and agree as follows:
1. In the event of any conflict between the terms and provisions of the
Agreement and this First Amendment, then the terms and provisions of this First
Amendment shall prevail. All capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to the same in the Agreement.
2. Seller and Buyer hereby agree that the expiration date of the Phase
I Review Period shall be extended from November 7, 1995 to the expiration date
of the Due Diligence Period.
3. Seller and Buyer hereby agree that: (a) the Due Diligence Period
expires on December 12, 1995; (b) the Document Review Period expires on November
27, 1995; and (c) the Phase I Review Period expires on December 12, 1995.
4. Except as expressly amended and modified hereby, the Agreement is
and shall otherwise remain in full force and effect, and the parties hereto
hereby ratify and confirm the same.
5. This First Amendment may be executed in one or more counterparts and
all such counterparts taken together shall constitute one agreement. Executed
copies of this First Amendment received by telecopier shall be deemed to be
originals.
[TEXT AND SIGNATURES APPEAR ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, Seller and Buyer have hereunder set their hands and
seals as of the date first above written.
SELLER:
GUARANTEED HOTEL INVESTORS 1985, L.P.,
a Delaware limited partnership
By: FFCA Management Company, Limited
Partnership, a Delaware limited partnership,
its general partner
By: Perimeter Center Management
Company, a Delaware corporation,
its general partner
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, President
and Chief Executive Officer
BUYER:
SLT REALTY LIMITED PARTNERSHIP, a
Delaware limited partnership
By: Starwood Lodging Trust, a Maryland real
estate investment trust, its general partner
By:/s/ Xxxx Xxxxx
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Xxxx Xxxxx
