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EXHIBIT 10
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT,
AGREEMENT TO LEASE, LEASE AGREEMENT,
AND INCIDENTAL DOCUMENTS
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT, AGREEMENT
TO LEASE, LEASE AGREEMENT AND INCIDENTAL DOCUMENTS (this "Amendment") is entered
into as of this 31st day of July, 1998, by and among (i) HOSPITALITY PROPERTIES
TRUST, a Maryland real estate investment trust ("HPT"); (ii) HPT XX XX
PROPERTIES TRUST, a Maryland real estate investment trust (the "Landlord");
(iii) CANDLEWOOD HOTEL COMPANY, INC., a Delaware corporation ("Candlewood"); and
(iv) CANDLEWOOD LEASING NO. 2, INC., a Delaware corporation (the "Tenant").
W I T N E S S E T H:
WHEREAS, pursuant to a Purchase and Sale Agreement, dated as of
May 14, 1998 (as amended, the "Purchase Agreement"), and an Agreement to Lease,
dated as of May 14, 1998 (as amended, the "Agreement to Lease"), HPT agreed to
acquire from Candlewood and certain of its wholly owned subsidiaries certain
hotel properties and lease or cause the Landlord to lease such properties to the
Tenant, all as more particularly described in and subject to and upon the terms
and conditions set forth in the Purchase Agreement and Agreement to Lease; and
WHEREAS, pursuant to the Purchase Agreement and Agreement to
Lease, the Landlord and the Tenant entered into a Lease Agreement, dated May 20,
1998 (the "Lease"); and
WHEREAS, the obligations of the Tenant under the Lease are
secured and guaranteed by certain undertakings and agreements of Candlewood
pursuant to the Incidental Documents (this and other capitalized terms used and
not otherwise defined herein having the meanings ascribed to such terms in the
Lease); and
WHEREAS, the parties wish to amend the Purchase Agreement and
Agreement to Lease to include a property located in Des Moines, Iowa; and
WHEREAS, on the date hereof, a Closing (as defined in the
Purchase Agreement) is occurring with respect to a certain hotel property, the
legal description of which is set forth in Exhibit A of this Amendment; and
WHEREAS, the parties hereto wish to amend the Lease so as to
include such property among the properties demised under the Lease; and
WHEREAS, the transactions contemplated by this Amendment are of
direct substantial and material benefit to Candlewood; and
WHEREAS, the parties also wish to amend certain terms of the
Purchase Agreement and the Agreement to Lease;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration, the mutual receipt and
legal sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:
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1. The definition of "Minimum Rent" set forth in the Lease is
hereby deleted in its entirety and the following inserted in its place:
"Minimum Rent" shall mean an amount equal to Four Hundred Forty
Four Thousand One Hundred Sixty-Seven Dollars ($444,167) per
Accounting
Period.
2. The definition of "Retained Funds" set forth in the Lease is
hereby deleted in its entirety and the following inserted in its place:
"Retained Funds" shall mean a cash amount equal to Five Million
Four Hundred Forty Thousand Dollars ($5,440,000).
3. Exhibit A to the Lease is hereby amended by adding Exhibit A-7
at the end thereof and all references in the Lease to "Exhibit A-1 through A-6"
are hereby amended to refer to "Exhibit A-1 through A-7".
4. Exhibit B to the Lease is hereby deleted in its entirety and
Exhibit B to this Amendment inserted in its place.
5. Exhibit C to the Lease is hereby deleted and Exhibit C to this
Amendment inserted in its place.
6. All references in the Lease to the Incidental Documents are
hereby amended to refer to the Incidental Documents as amended by this
Amendment.
7. The Purchase Agreement is hereby amended by deleting all
references therein to "Schedules B-1 - B-16" and inserting a reference to
"Schedules B-1 - B17" in its place.
8. Section 1.15 of the Purchase Agreement is hereby deleted in
its entirety and following inserted in its place:
"Guaranty Retained Funds" shall mean an amount equal to Seven
Million Seventy Thousand Dollars ($7,070,000).
9. Section 1.24 of the Purchase Agreement is hereby deleted in
its entirety and the following inserted in its place:
"Purchase Price" shall mean the sum of the Allocable Purchase
Prices, but in no event more than One Hundred Forty-One Million
Four Hundred Thousand Dollars ($141,400,000).
10. Schedule A to the Purchase Agreement is hereby deleted and
Exhibit D to this Amendment inserted in its place.
11. Schedule B to the Purchase Agreement is hereby amended by
inserting Exhibit A to this Amendment as "Schedule B-17" at the end thereof.
12. Exhibit C to the Agreement to Lease is hereby deleted and
Exhibit E to this Amendment inserted in its place.
13. Each of the Incidental Documents is hereby amended so that
each reference therein to the Leased Property shall include a reference to the
Candlewood Hotel in Des Moines, Iowa.
14. Each of the Incidental Documents is hereby amended so that
each reference therein to the Lease, the Purchase Agreement, the Agreement to
Lease or to any other Incidental Document shall mean the Lease, such Agreement
and such Incidental Document as amended by this Amendment.
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15. The Guaranty is hereby amended such that the sum of the
Guaranty Retained Funds shall be Seven Million Seventy Thousand Dollars
($7,070,000).
16. The Tenant and Candlewood represent and warrant that no
Default or Event of Default has occurred and is continuing under the Lease or
any other Incidental Document.
17. As amended hereby, the Purchase Agreement, the Agreement to
Lease, the Lease and the Incidental Documents shall remain in full force and
effect in accordance with their respective terms and provisions.
18. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment under seal as of the date above first written.
HOSPITALITY PROPERTIES TRUST
By: /S/ Xxxx X. Xxxxxx
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Its President
HPT XX XX PROPERTIES TRUST
By: /S/ Xxxx X. Xxxxxx
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Its President
CANDLEWOOD HOTEL COMPANY, INC.
By: /S/ Xxxxxx Xxxxxxxxx
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Its Vice President Controller
CANDLEWOOD LEASING NO. 2, INC.
By: /S/ Xxxxxx Xxxxxxxxx
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Its Vice President Controller
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