SECOND AMENDMENT TO PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO PURCHASE AGREEMENT (the "Second Amendment") is
made and entered into this 13th day of December 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:
WHEREAS, Seller and Buyer are parties to that certain Purchase
Agreement dated October 27, 1995, as amended and modified by that certain First
Amendment to Purchase Agreement between Seller and Buyer (collectively, 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 Second Amendment, then the terms and provisions of this
Second 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 to extent the time period in which
Buyer has to decide to terminate the Management Agreements with Doubletree to
January 12, 1996. Seller and Buyer hereby agree to extend the Closing to
accommodate any WARN Act notice periods in the event of a termination of
Doubletree under the Management Agreements, provided and on the condition that
Buyer pays the additional Xxxxxxx Money as provided in Paragraph 3 below.
3. Notwithstanding anything contained in the Agreement to the contrary,
Buyer shall have the right to extend the Closing Date to no later than April 30,
1996, which right may be exercised in connection with Paragraph 2 above or
otherwise, provided and on the condition that Buyer pays additional Xxxxxxx
Money (to be credited against the Purchase Price) in the amount of $100,000 to
the Title Company on or before the Closing Date that would otherwise be
scheduled pursuant to the provisions of Paragraph 4(a) of the Agreement without
regard to the extension set forth in this Paragraph 3.
4. On or before December 22, 1995, Seller shall advise Buyer as to
which Documents Buyer must obtain a release of Seller's liability in accordance
with the provisions of Paragraph 4(d)(4) of the Agreement. With respect to the
remaining Documents as to which Buyer does not obtain a specific release as set
forth in the immediately preceding sentence, Buyer agrees to indemnify Seller
from any and all loss, cost or expense incurred by Seller as a result of any
claims arising under such remaining Documents for the period commencing from and
after the Closing. The foregoing indemnity shall be evidenced by a document, in
form and substance acceptance to Buyer and Seller, to be delivered at the
Closing.
5. Seller and Buyer hereby agree to extend the date to agree upon the
form of the Trust and Escrow Agreement to December 15, 1995.
6. Seller and Buyer agree to extend the period in which to agree upon
an allocation of the Purchase Price under Paragraph 3 of the Agreement to
December 15, 1995.
7. Except as expressly amended and modified hereby, this Agreement is
and shall otherwise remain in full force and effect, and the parties hereto
ratify and confirm the same.
8. This Second Amendment may be executed in one or more counterparts
and all such counterparts taken together shall constitute one agreement.
Executed copies of this Second Amendment received by telecopier shall be deemed
to be originals.
[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, General Partner
By: Perimeter Center Management Company, a Delaware
corporation, Managing General Partner
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Senior Vice President and
General Counsel
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
