Exhibit 10.3


 


Execution Version


 


AMERICAN REALTY CAPITAL HOSPITALITY PORTFOLIO
SMT ALT, LLC


c/o American Realty Hospitality Trust, Inc.


405 Park Avenue


New York, NY 10022


 


January 12, 2017


 


Summit Hotel OP, LP


Each of the Sellers listed on Schedule
1 to the Purchase Agreement


c/o Summit Hotel Properties, Inc.


12600 Hill Country Boulevard, Suite R-100


Austin, TX 78738


Attention: Chris Eng, Executive Vice President,
General Counsel & Chief Risk Officer


 


Dear Chris:


 


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”), that certain letter agreement dated as of December 30, 2016 (the “December 30 Letter Agreement”)
and that certain letter agreement dated as of January 10, 2017 (the “January 10 Letter Agreement”, and collectively
with the July 15 Letter Agreement, the August 21 Letter Agreement, the October 20 Letter Agreement, the Extension Notice the Reinstatement
Agreement, the December 30 Letter Agreement and the January 10 Letter Agreement, the “Purchase Agreement”).
Capitalized terms used but not otherwise defined herein shall have the meanings set forth in 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”).


 


As part of the consideration
for the definition change, American Realty Capital Hospitality Trust, Inc. (“HOST”), the parent company of Purchaser,
is executing, concurrently with this Letter Agreement, a First Amendment to the Loan Agreement by and between HOST and Summit,
and a Loan Agreement to secure an additional loan from Summit in the amount of $3 million.


 




     


     


    

 


The Property listed
on Schedule 1 to the Purchase Agreement as “Courtyard - El Paso, TX” (the “El Paso Courtyard”) is
currently under contract to be sold to a bona fide third party purchaser that is not an Affiliate of Sellers or Summit.


 


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. Section 4.1 of the Purchase Agreement is hereby amended to read in its entirety as follows:


 


4.1           Closing
Date. The closing of the transactions contemplated hereby (the “Closing”) shall occur through escrow at
4:00 p.m. (New York time) on April 27, 2017, or at such later date as the Closing may be adjourned or extended (including, without
limitation as set forth in Section 3.1.3) in accordance with the express terms of this Agreement (the “Closing Date”).
Notwithstanding the foregoing, and unless prohibited by Section 7 of the Reinstatement of this Agreement dated February 11, 2016,
Purchaser shall hereby have the right to cause the Closing Date to occur on any Business Day prior to April 27, 2017, upon providing
notice to such effect to Summit and Sellers at least 30 days prior to such desired Closing Date.


 


The Closing shall take place at the New York, New
York office of Proskauer Rose LLP, or such other place as Sellers and Purchaser shall agree in writing. The Closing shall be a
so-called “New York style” closing. For the avoidance of doubt, the provisions of Section 7.1 and 7.2 shall apply if
the Closing does not occur on or prior to the then-scheduled Closing Date and such date is not properly and timely extended in
accordance with the terms hereof. Sellers may elect, by written notice to Purchaser and without the consent of Purchaser, to defer
the Closing pursuant to Sellers’ rights expressly set forth herein.


 


2.          El
Paso Courtyard. Notwithstanding the amendment to the Closing Date discussed above, the closing date for the El Paso Courtyard
shall be extended to October 24, 2017 (the “El Paso Courtyard Closing Date”). If, on the El Paso Courtyard Closing
Date, the El Paso Courtyard is still under contract to be sold to a bona fide third party purchaser that is not an Affiliate of
Sellers or Summit but has not been sold, the El Paso Courtyard will be deemed to be an Excluded Sold Asset (as defined in the Reinstatement
Agreement). As a result of this extension, (i) the Purchase Price due on the Closing Date shall be reduced by the Allocated Purchase
Price applicable to the El Paso Courtyard, and (ii) the portion of the New Deposit (as defined in the Reinstatement Agreement)
allocable to the El Paso Courtyard (based on its Allocated Purchase Price) shall be retained by Escrowee to be applied in accordance
with the terms of the Purchase Agreement and the Reinstatement Agreement on the earlier of (A) the El Paso Courtyard Closing Date
and (B) the date the El Paso Courtyard becomes an Excluded Asset (as defined in the Reinstatement Agreement).


 




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3.          Ratification.
Sellers and Purchaser ratify and confirm the continued force and effect of the Purchase Agreement, as modified by this Letter Agreement.
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.


 


4.          Binding
Effect. This Letter Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors
and assigns.


 


5.          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.


 




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Sincerely,


 





	AMERICAN REALTY CAPITAL HOSPITALITY PORTFOLIO SMT ALT, LLC,
	a Delaware limited liability company
	 
	 	By:	/s/ Paul C. Hughes	 
	 	Name:	Paul C. Hughes	 
	 	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/ Chris Eng	 
	 	Name:	Chris Eng	 
	 	Title:	Secretary	 
	 	 	 	 
	SUMMIT HOSPITALITY I, LLC,	 
	a Delaware limited liability company	 
	 	 	 	 
	 	By:	/s/ Chris Eng	 
	 	Name:	Chris Eng	 
	 	Title:	Secretary	 


 


Signature Page to Letter Agreement