EXHIBIT 10.2
HOTEL ASSET PURCHASE AGREEMENT
AMENDMENT NUMBER ONE
This Amendment is made and entered into the 26th day of September,
1997, by and between Xxxxxx Hotels Corporation ("Xxxxxx"), Xxxxxx Hotels
Properties Corp. ("Xxxxxx Properties"), HH Properties-II, Inc. ("HHP-II" or the
"Buyer") and Equity Inns Partnership, L.P. ("Seller").
WHEREAS, Xxxxxx, Xxxxxx Properties and Seller are parties to a certain
hotel Asset Purchase Agreement dated August 12, 1997 pursuant to which Seller
has agreed to sell to Buyer nine (9) hotel properties identified therein; and
WHEREAS, Xxxxxx and Xxxxxx Properties have caused HH Properties-II,
Inc., a New York corporation, to be incorporated to act as Buyer thereunder; and
WHEREAS, the parties have agreed to amend the Hotel Asset Purchase
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
The purchase price as set forth in Section 1 of the Agreement shall be
$46,250,000, of which $4,000,000 shall be represented by a
Promissory Note in substantially the form attached hereto (and
subject to the other requirements of Section 2.2.2 of the
Agreement), and the balance paid pursuant to Section 2.2.3.
The Closing Date shall be October 31, 1997 at 10:00 A.M., or such
other date as the parties hereto shall mutually agree upon. It is
anticipated that the parties will meet on October 30, 1997 to
commence the closing process.
With respect to the Product Improvement Plan (PIP) improvements
required to be made pursuant to the PIP issued by the Franchisor
in connection with the Seller's purchase of the Premises in June,
1997, it is the intent of the parties that Seller shall contract
for and undertake the completion of all such PIP work for the
Premises. Seller shall notify Buyer upon completion of the PIPs at
each property, and Buyer may inspect the property to review the
completion thereof. To the extent that such PIPs are not completed
prior to closing, Seller shall escrow with Chicago Title Insurance
Company at closing 125% of its unexpended obligation to complete
the PIPs. Such escrow shall be funded by the cash payable at
closing. Buyer hereby grants to Seller and its agents a license
(which license shall be deemed coupled with an interest and
non-revocable until the escrow is released hereunder, provided
that Seller shall proceed with reasonable dispatch to complete the
PIP work) to complete the PIP work after closing. Seller shall
coordinate with Buyer after closing to ensure that the completion
of the PIP work does not unreasonably disrupt the operations of
the hotel in question. If Seller successfully completes all PIP
work referred to herein, then notwithstanding the escrow
requirement herein, Seller's maximum expenditures for the PIP work
shall not exceed the amount set forth in section 6.4 of the
Agreement and Buyer shall
be liable for all amounts expended in excess of that amount to
complete the PIPs. Upon completion of the PIP by Seller to the
satisfaction of the Franchisor, Buyer shall direct the escrow
agent to remit to Seller the unexpended balance of the Seller's
escrowed funds.
1. The forms of the Note, the Guarantee and the Pledge Agreement to
be executed and delivered at Closing are attached hereto as
Exhibits A, B, and C.
2. The Feasibility Period as defined in the Agreement shall be
extended to September 29, 1997 at 5:00 pm EDT.
3. Except as specifically set forth herein, the Agreement shall
remain in full force and effect, unamended.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
dates set forth below.
Date: September 26, 1997 BUYER:
HH PROPERTIES-II,INC.
/s/ E. Xxxxxxx Xxxxxx
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SELLER:
Date: September 26, 1997 EQUITY INNS PARTNERSHIP, L.P.
By: EQUITY INNS TRUST,
General Partner
By: /s/ Xxxxxxx X. XxXxxxx
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Name: Xxxxxxx X. XxXxxxx
Title: Chief Executive Officer
Date: September 26, 0000 XXXXXX
XXXXXX HOTELS CORPORATION
By: /s/ E. Xxxxxxx Xxxxxx
----------------------
Name: E. Xxxxxxx Xxxxxx
Title: Chairman
XXXXXX HOTELS PROPERTIES CORP.
Date: September 26, 1997
By: /s/ E. Xxxxxxx Xxxxxx
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Name: E. Xxxxxxx Xxxxxx
Title: Chairman
ACKNOWLEDGED: CROSSROADS FUTURE COMPANY, LLC
By: /s/ Xxxxxxx X. Xxxxx
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