EXHIBIT 10.47
First Amendment to Purchase and Sale Agreement
between Residence Inn by Marriott, Inc.,
Courtyard Management Corporation,
SpringHill SMC Corporation and
TownePlace Management Corporation, as Sellers,
CNL Hospitality Partners, LP, as Purchaser,
CCCL Leasing LLC, as Tenant,
Crestline Capital Corporation, and
Marriott International, Inc.
relating to the Residence Inn - Cottonwood,
Courtyard - Alpharetta,
and TownePlace Suites - Mt. Laurel,
Scarborough and Tewksbury
<PAGE>
FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment")
is entered into this 18th day of August, 2000, by and between (i)(a) RESIDENCE
INN BY MARRIOTT, INC., a Delaware corporation, (b) COURTYARD MANAGEMENT
CORPORATION, a Delaware corporation, (c) SPRINGHILL SMC CORPORATION, a Delaware
corporation, and (d) TOWNEPLACE MANAGEMENT CORPORATION, a Delaware corporation,
as sellers, (ii) CNL HOSPITALITY PARTNERS, LP, a Delaware limited partnership,
or any permitted affiliate, as purchaser, (iii) CCCL LEASING LLC, a Delaware
limited liability company, as tenant, (iv) CRESTLINE CAPITAL CORPORATION, a
Maryland corporation, and (v) MARRIOTT INTERNATIONAL, INC., a Delaware
corporation.
Recitals:
A. Sellers, Purchaser, Tenant and Marriott are parties to that certain
Purchase and Sale Agreement dated of even date herewith (the "Purchase
Contract").
B. Sellers, Purchaser, Tenant and Marriott desire to amend the Purchase
Contract as more fully set forth in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is acknowledged, the parties hereto agree to amend the
Purchase Contract as set forth below.
The Purchase Contract is hereby amended by inserting the following new
Section 2.1.A immediately after the text of the existing Section 2.1:
"2.1.A In the event that the aggregate Gross Revenues (as defined in
each applicable Management Agreement) for the Properties identified on Schedule
A-1 hereto in the first full Fiscal Quarter, the second full Fiscal Quarter, the
third full Fiscal Quarter, the fourth full Fiscal Quarter or the fifth full
Fiscal Quarter after the date hereof (the "Review Quarters") is less than One
Million Five Hundred Thousand Dollars ($1,500,000.00) (the "Threshold Revenue")
for each of such Review Quarters, then the Allocable Purchase Prices paid with
respect to such Properties shall be reduced by an aggregate amount equal to Two
Million Dollars ($2,000,000.00) for the first Review Quarter if the Threshold
Revenue is not met for such first Review Quarter, and Nine Hundred Seventy-Five
Thousand Dollars ($975,000.00) for each of the second through fifth Review
Quarters, inclusive, in which the Revenue Threshold is not met in such second
through fifth Review Quarters (each, a "Post Closing Price Adjustment"). Any
Post Closing Price Adjustment shall be allocated among the Properties by
agreement of Purchaser and Sellers, and any such refunded amount shall be made
to Purchaser within sixty (60) days following the end of the last Review
Quarter, which obligation shall survive Closing under the Purchase Contract. The
Threshold Revenue shall be subject to downward adjustment in the case of a Force
Majeure Event with respect to any such Property."
Capitalized terms not otherwise defined herein shall have the meaning
ascribed to such terms in the Purchase Contract. Except as expressly set forth
in this Agreement, the Purchase Contract has not been modified or amended and is
in full force and effect as of the date hereof.
[Signatures begin on next page.]
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed as a sealed instrument as of the date first above written.
MI:
MARRIOTT INTERNATIONAL, INC.
By: /s/ Timothy J. Grisius
Name: Timothy J. Grisius
Title: Authorized Signatory
SELLER:
RESIDENCE INN BY MARRIOTT, INC.
By: /s/ Timothy J. Grisius
Name: Timothy J. Grisius
Title: Vice President
COURTYARD MANAGEMENT CORPORATION
By: /s/ Timothy J. Grisius
Name: Timothy J. Grisius
Title: Vice President
SPRINGHILL SMC CORPORATION
By: /s/ Timothy J. Grisius
Name: Timothy J. Grisius
Title: Vice President
TOWNEPLACE MANAGEMENT CORPORATION
By: /s/ Timothy J. Grisius
Name: Timothy J. Grisius
Title: Vice President
<PAGE>
PURCHASER:
CNL HOSPITALITY PARTNERS, LP
By: CNL Hospitality GP Corp.
By: /s/ C. Brian Strickland
Name: C. Brian Strickland
Title: Senior Vice President of Finance
and Administration
CRESTLINE:
CRESTLINE CAPITAL CORPORATION
By: /s/ Larry K. Harvey
Name: Larry K. Harvey
Title: Senior Vice President
TENANT:
CCCL LEASING LLC
By: /s/ Larry K. Harvey
Name: Larry K. Harvey
Title: Vice President
