EXHIBIT 10.21.3
THIRD AMENDMENT
TO
PURCHASE AND SALE AGREEMENT
This THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this
"Amendment") is made and entered into as of October 21, 2003, between AP/APMC
SAVANNAH, L.P. ("Seller") and BARCELO CRESTLINE CORPORATION, a Maryland
corporation ("Buyer").
RECITALS
WHEREAS, Seller and Buyer have entered into that certain
Purchase and Sale Agreement dated as of September 17, 2003, as amended by that
First Amendment to Purchase and Sale Agreement dated as of October 7, 2003, as
further amended by that Second Amendment to Purchase Agreement dated as of
October 17, 2003 (collectively, the "Original Agreement"); and
WHEREAS, Buyer and Seller have decided to amend the Original
Agreement to (i) specify the allocation of the Purchase Price, (ii) extend the
Inspection Period and (iii) amend certain other provisions of the Original
Agreement.
NOW, THEREFORE, in consideration of the mutual agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
1. The Purchase Price shall be allocated among the Property as set forth on
Exhibit E attached hereto.
2. Section 3(d) of the Original Agreement is hereby amended to extend the
expiration of the Inspection Period through and until 5:00 p.m. eastern standard
time on October 23, 2003.
3. Buyer hereby elects to extend the Scheduled Closing Date until on or
before January 17, 2004 and agrees before the expiration of the Inspection
Period to deposit the Extension Deposit with the Title Company.
4. Except as specifically amended hereby, Seller and Buyer agree that the
Original Agreement remains in full force and effect and binding upon the parties
hereto. In the event of any conflict between the Original Agreement and this
Amendment, the terms of this Amendment shall prevail. All capitalized terms not
defined herein shall have the meaning set forth in the Original Agreement.
5. This Amendment may be executed in separate counterparts, the signatures
on which may be by facsimile, none of which need contain the signatures of all
parties, each of
1
which shall be deemed to be an original, and all of which taken together
constitute one and the same instrument. It shall not be necessary in making
proof of this Amendment to produce or account for more than the number of
counterparts containing the respective signatures of, or on behalf of, all of
the parties hereto.
IN WITNESS WHEREOF, Seller and Buyer have duly executed this
Amendment as of the date first above written.
SELLER:
AP/APMC SAVANNAH, L.P.
By: AP/APMC-GP, Inc.
By: /s/ Xxxxxxx Xxxxxxxxxxxxx
-----------------------------------
Name: Xxxxxxx Xxxxxxxxxxxxx
Title: Vice President
BUYER:
BARCELO CRESTLINE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
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EXHIBIT E
PURCHASE PRICE ALLOCATION
Land $8,450,000
Buildings $36,000,000
FF&E $5,500,000
Inventory/Supplies $50,000
E-1
