AMERICAN REALTY CAPITAL HOSPITALITY PORTFOLIO SMT ALT, LLC c/o American Realty Hospitality Trust, Inc. New York, NY 10022
Exhibit 10.1
AMERICAN REALTY CAPITAL HOSPITALITY PORTFOLIO SMT ALT, LLC
c/o American Realty Hospitality Trust, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
January 10, 2017
Summit Hotel OP, LP
Each of the Sellers listed on Schedule 1 to the Purchase Agreement
c/o Summit Hotel Properties, Inc.
00000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx X-000
Xxxxxx, XX 00000
Attention: Xxxxx Xxx, Executive Vice President, General Counsel & Chief Risk Officer
Dear Xxxxx:
Reference is made to that certain Real Estate Purchase and Sale Agreement, dated as of June 2, 2015, by and among the sellers listed on Schedule 1 attached thereto (each a “Seller” and collectively the “Sellers”), Summit Hotel OP, LP (“Summit”) and American Realty Capital Hospitality Portfolio SMT, LLC (the “Original Purchaser”), as amended pursuant to that certain letter agreement dated as of July 15, 2015 (the “July 15 Letter Agreement”), that certain letter agreement dated as of August 21, 2015 (the “August 21 Letter Agreement”), that certain letter agreement dated as of October 20, 2015 (the “October 20 Letter Agreement”), that certain extension notice dated as of October 26, 2015 (the “Extension Notice”), that certain reinstatement agreement dated as of February 11, 2016 (the “Reinstatement Agreement”) and that certain letter agreement dated as of December 30, 2016 (the “December 30 Letter Agreement”, and collectively with the July 15 Letter Agreement, the August 21 Letter Agreement, the October 20 Letter Agreement, the Extension Notice and the Reinstatement Agreement, the “Purchase Agreement”).
Pursuant to the Reinstatement Agreement, American Realty Capital Hospitality Portfolio SMT ALT, LLC (the “Purchaser”) replaced the Original Purchaser under the Purchase Agreement.
Sellers and Purchaser desire to change the definition of Closing Date and have agreed to further amend the Purchase Agreement to reflect such modification on the terms and conditions set forth in this letter agreement (this “Letter Agreement”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Sellers, Summit and Purchaser hereby agree that the Purchase Agreement shall be amended and modified in accordance with Section 14.4 thereof as follows:
1. New Closing Date. The definition of “Closing Date” in Section 4.1 of the Purchase Agreement is hereby amended by deleting the words “January 10, 2017” and replacing them with the words “January 12, 2017”.
2. Ratification. The Sellers and Purchaser ratify and confirm the continued force and effect of the Purchase Agreement, as modified by this Letter Agreement. The Sellers and Purchaser agree that all terms and provisions of the Purchase Agreement shall be and remain in full force and effect as therein written, except as otherwise expressly provided herein.
3. Binding Effect. This Letter Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
4. Counterparts. This Letter Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same Letter Agreement.
| 2 |
Sincerely,
AMERICAN REALTY CAPITAL HOSPITALITY PORTFOLIO SMT ALT, LLC,
a Delaware limited liability company
| By: | /s/ Xxxx X. Xxxxxx | ||
| Name: | Xxxx X. Xxxxxx | ||
| Title: | Authorized Signatory |
Signature Page to Letter Agreement
SUMMIT HOTEL OP, LP,
a Delaware limited partnership (Individually and in accordance with Section 14.20 of the Purchase Agreement on behalf of each Seller)
By: SUMMIT HOTEL GP, LLC,
its general partner
By: SUMMIT HOTEL PROPERTIES, INC.,
its sole member
| By: | /s/ Xxxxx Xxx | |
| Name: | Xxxxx Xxx | |
| Title: | Secretary |
SUMMIT HOSPITALITY I, LLC,
a Delaware limited liability company
| By: | /s/ Xxxxx Xxx | |
| Name: | Xxxxx Xxx | |
| Title: | Secretary |
Signature Page to Letter Agreement
