EXHIBIT 10.84
Second Amendment To
Agreement For Purchase and Sale of Real Property
And Joint Escrow Instructions,
as of October 31, 2003,
by and among
L-O Coronado Holding II, Inc. ("Holding"),
L-O Coronado Hotel, Inc., ("Operator"), and
L-O Coronado IP, Inc. ("IP")
(collectively, "Seller"), and
CNL Hospitality Corp., ("Buyer")
SECOND AMENDMENT TO
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
AND JOINT ESCROW INSTRUCTIONS
THIS SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE OF REAL
PROPERTY AND JOINT ESCROW INSTRUCTIONS (the "SECOND AMENDMENT') is made and
entered into as of October 31, 2003 by and among L-O CORONADO HOLDING II, INC.
("HOLDING"), L-O CORONADO HOTEL, INC. ("OPERATOR"), and L-O CORONADO IP, INC.
("IP") (Holding, Operator and IP being sometimes hereinafter collectively
referred to as "SELLER"), and CNL HOSPITALITY CORP. ("BUYER"), with reference to
the following facts:
R E C I T A L S:
A. Seller and Buyer have entered into that certain Agreement for
Purchase and Sale of Real Property and Joint Escrow Instructions dated as of
September 23, 2003, as amended by that certain First Amendment to Agreement for
Purchase and Sale of Real Property and Joint Escrow Instructions dated as of
October 15, 2003 (collectively, the "PURCHASE AGREEMENT") relating to Buyer's
proposed acquisition of the Hotel (as defined in the Purchase Agreement).
B. Seller and Buyer now desire to amend the Purchase Agreement as
set forth below.
C. Unless otherwise defined herein, all capitalized terms used in
this Second Amendment shall have the same meanings ascribed to such terms in the
Purchase Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree as
follows:
1. Substitution/Attachment of Exhibits. Exhibits I, J and K
attached to this Second Amendment are the "final" forms of such Exhibits for all
purposes under the Purchase Agreement and are hereby substituted for the
corresponding exhibits currently attached to the Purchase Agreement, as amended
by the First Amendment, or which have heretofore been provided by Seller
pursuant to Section 17 of the Purchase Agreement.
2. Effect of Second Amendment. Except as expressly modified
hereby, the Purchase Agreement shall remain in full force and effect.
3. Counterparts; Facsimile. This Second Amendment may be executed
in any number of counterparts, each of which shall be deemed an original, but
all of which together shall constitute one instrument. This Second Amendment may
be executed and delivered by facsimile transmission.
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as of the day and year first above written.
SELLER: L-O CORONADO HOLDING II, INC., a
Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: EVP
L-O CORONADO HOTEL, INC., a Delaware
corporation
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: EVP
L-O CORONADO IP, INC., a Delaware
corporation
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: EVP
BUYER: CNL HOSPITALITY CORP., a Florida
corporation
By: /s/ Xxxxxx X. Xxxxxxxxx III
--------------------------------------------
Name: Xxxxxx X. Xxxxxxxxx, III
Title: Chief Operating Officer
[Hotel Del Coronado]
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