FOURTH AMENDMENT TO HOTEL PURCHASE AND SALE AGREEMENT
Exhibit 10.5
FOURTH AMENDMENT TO HOTEL PURCHASE AND SALE AGREEMENT
This Fourth Amendment to Hotel Purchase and Sale Agreement (this “Amendment”) is entered into effective as of January 14, 2019 (the “Effective Date”), between ▇▇ ▇▇/CI TAMPA AIRPORT, LLC, ▇▇ ▇▇/CI FORT ▇▇▇▇▇ GULF CENTER, LLC, ▇▇ ▇▇/CI LITTLE ROCK, LLC, ▇▇ ▇▇ BEACHWOOD PARK EAST, LLC, HP BOULDER, L.L.C., ▇▇ ▇▇/CI TAMPA AVION, LLC, ▇▇ ▇▇/CI KNOXVILLE, LLC, and ▇▇ ▇▇/CI FORT ▇▇▇▇▇ AIRPORT, LLC, each a Delaware limited liability company (collectively, “Sellers”) and SREIT HOTEL HOLDINGS, L.L.C., a Delaware limited liability company (“Buyer”).
A. Sellers and Buyer, as successor-in-interest to SCG Global Holdings, L.L.C., a Delaware limited liability company (“Original Buyer”), have entered into a Hotel Purchase and Sale Agreement dated as of July 31, 2018, as amended and assigned by that certain First Amendment to Hotel Purchase and Sale Agreement dated October 9, 2018, as further amended by that certain Second Amendment to Hotel Purchase and Sale Agreement dated November 19, 2018, as further amended by that certain Third Amendment to Hotel Purchase and Sale Agreement dated January 10, 2019 (as amended and assigned, the “Agreement”), with respect to certain property more particularly described therein. Capitalized terms used in this Amendment without definition have the same meanings ascribed to those terms in the Agreement.
▇. ▇▇▇▇▇▇▇ and Buyer now wish to modify the terms of the Agreement as set forth in this Amendment as set forth herein.
NOW, THEREFORE, for and in consideration of the foregoing recitals, which are incorporated herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer hereby agree as follows:
1. Extension of Closing Deadline. The parties acknowledge and agree that with respect to the Property owned by ▇▇ ▇▇ Beachwood Park East, LLC and HP Boulder, L.L.C., the Closing Date shall be 4:00 p.m. local Atlanta, Georgia time on January 15, 2019.
2. Miscellaneous. As expressly modified herein, the Agreement remains in full force and effect and Original Buyer, Buyer Assignee and Seller ratify and affirm the Agreement as modified herein. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute the same instrument. This Amendment may be executed via facsimile or by “PDF scanned signature” and that facsimile or PDF shall be deemed an original for all purposes. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Georgia. If a provision of this Amendment conflicts with a provision of the Agreement, this Amendment shall supersede and control.
[Signatures appear on following pages]
IN WITNESS WHEREOF, Sellers and Buyer have executed this Amendment as of the date and year first above written.
| SELLERS: |
| ▇▇ ▇▇/CI TAMPA AIRPORT, LLC, a Delaware limited liability company |
| ▇▇ ▇▇/CI FORT ▇▇▇▇▇ GULF CENTER, LLC, a Delaware limited liability company |
| ▇▇ ▇▇/CI LITTLE ROCK, LLC, a Delaware limited liability company |
| ▇▇ ▇▇ BEACHWOOD PARK EAST, LLC, a Delaware limited liability company
HP BOULDER, L.L.C., a Delaware limited liability company |
| ▇▇ ▇▇/CI TAMPA AVION, LLC, a Delaware limited liability company |
| ▇▇ ▇▇/CI KNOXVILLE, LLC, a Delaware limited liability company |
| ▇▇ ▇▇/CI FORT ▇▇▇▇▇ AIRPORT, LLC, a Delaware limited liability company |
| By: |
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ | ||
| Title: Vice President | ||
[Signatures continue on following page]
BUYER:
| SREIT HOTEL HOLDINGS, L.L.C., a Delaware limited liability company | ||
| By: | /s/ Akshay Goyal | |
| Name: |
| |
| Title: |
| |
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