THIRD AMENDMENT TO PURCHASE AGREEMENT
THIS THIRD AMENDMENT TO PURCHASE AGREEMENT (the "Third Amendment"), is
made and entered into this 22nd 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:
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WHEREAS, Seller and Buyer are parties to that certain Purchase
Agreement dated October 27, 1995, as amended and modified by those certain First
and Second Amendments to the 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 Third Amendment, then the terms and provisions of this Third
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 extend the date to agree upon the
form of the Trust and Escrow Agreement referred to in Paragraph 16 of the
Agreement to December 20, 1995. In addition, Seller and Buyer hereby agree that:
(a) the requirement that the Trust and Escrow Agreement be executed on or before
December 20, 1995, is hereby waived; and (b) the executed Trust and Escrow
Agreement shall be delivered at the Closing.
3. 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.
4. This Third Amendment may be executed in one or more counterparts and
all such counterparts taken together shall constitute one agreement. Executed
copies of this Third 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, its general partner
By: Perimeter Center Management Company, a
Delaware corporation, its 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
