AGREEMENT OF PURCHASE AND SALE dated as of May 3, 2011 between KPA RIMV, LLC, KPA RIGG, LLC KPA TYSONS CORNER RI, LLC, KPA WASHINGTON DC, LLC and KPA SAN ANTONIO, LLC collectively, as SELLERS, and CHATHAM LODGING, L.P., as PURCHASER Double Tree,...Agreement of Purchase and Sale • August 11th, 2011 • Chatham Lodging Trust • Real estate investment trusts • New York
THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”), dated as of May 3, 2011 (“Effective Date”), between KPA RIMV, LLC, a Delaware limited liability company (“KPA Mission Valley”), KPA RIGG, LLC, a Delaware limited liability Company (“KPA Garden Grove”), KPA TYSONS CORNER RI, LLC, a Delaware limited liability company (“KPA Tysons Corner”). KPA WASHINGTON DC LLC, a Delaware limited liability company (“KPA Washington DC”), and KPA SAN ANTONIO, LLC, a Delaware limited liability company (“KPA San Antonio,” and each of KPA Mission Valley, KPA Garden Grove, KPA Tysons Corner and KPA Washington DC, a “Seller,” and collectively, the “Sellers”), and CHATHAM LODGING, L.P., a Delaware limited partnership (the “Purchaser”).
Amended and Restated Binding Commitment Agreement Regarding the Acquisition and Restructuring of Certain Subsidiaries of Innkeepers USA TrustChatham Lodging Trust • August 11th, 2011 • Real estate investment trusts • New York
INK Acquisition LLC (“INK_1”) and INK Acquisition II LLC (“INK II”, and together with INK 1, individually or collectively, as the context may require, “New HoldCo”), Cerberus Series Four Holdings, LLC (“Cerberus”) and Chatham Lodging Trust (“Chatham”, and together with Cerberus, the “Plan Sponsors”), are pleased to present this amended and restated letter (the “Amended and Restated Commitment Letter”) to certain wholly owned direct and indirect subsidiaries of Innkeepers USA Trust (together with all of its wholly owned direct and indirect subsidiaries, “Innkeepers” or the “Company”), that are identified on Exhibit A attached hereto (collectively, the “Fixed/Floating Debtors”), which sets forth, among other things, the Plan Sponsors’ binding and irrevocable commitment to provide equity capital (the “Commitment”) for the restructuring of the debt and equity of the Fixed/Floating Debtors (the “Transaction”), resulting in New HoldCo directly or indirectly owning all of the equity interests
FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • August 11th, 2011 • Chatham Lodging Trust • Real estate investment trusts
This First Amendment to Agreement of Purchase and Sale Agreement (this “Amendment”) is dated effective the 12th day of May, 2011, by and among KPA RIMV, LLC, a Delaware limited liability company (“KPA Mission Valley”), KPA RIGG, LLC, a Delaware limited liability Company (“KPA Garden Grove”), KPA TYSONS CORNER RI, LLC, a Delaware limited liability company (“KPA Tysons Corner”), KPA SAN ANTONIO, LLC, a Delaware limited liability company (“KPA San Antonio”), KPA WASHINGTON DC LLC, a Delaware limited liability company (“KPA Washington DC”) and INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership (“Innkeepers USA”), and CHATHAM LODGING, L.P., a Delaware limited partnership (the “Purchaser”).
