**Exhibit 10.2**

**FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT**

**AND ESCROW INSTRUCTIONS**

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“**Amendment**”) is made by and between the entities executingon behalf of the various selling entities listed on the signature page hereto (collectively, “**Seller**”) and INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership **(“Purchaser”)**as of this 4th day ofAugust, 2006. 

**WHEREAS,**Seller and Purchaser entered into that certain Purchase and Sale Agreement and Escrow Instructions dated asof July 21,2006 (the “**Agreement**”); and 

**WHEREAS,**Seller and Purchaser desire to amend the Agreement pursuantto the terms hereof. 

**NOW, THEREFORE,**for good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, Purchaser and Seller agree as follows: 

1. **Defined Terms.** All capitalized terms used in this Amendment, unlessotherwise defined herein, shall have the meanings given such terms in the Agreement. 

**2. Due Diligence Review Items.**Notwithstanding anything to the contrary in the Agreement, in addition to Purchaser’s right to terminate the Agreement based on disapproval of the matters set forth in Section 4.3.3 of the Agreement, Purchaser shall have the further rightto terminate the Agreement prior to 3:00 p.m. California time on August 7, 2006, in the event that Purchaser and Seller are unable, in good faith, to reach an agreement with respect to the terms of an indemnity agreement (the “**IndemnityAgreement**”) covering liability for losses arising out of the pending litigation against the Garden Grove property filed in the Superior Court of the State of California, County of Orange, Case No. 04CC12195, captioned RD Golf CenterCompany, LLC, Plaintiff vs. Garden Grove Sanitary District, et al, the delivery of which Indemnity Agreement by Seller shall be a condition precedent to Purchaser’s obligation to close under the Agreement. 

**3. Estoppels.** The following subsection is hereby added to Section 5.2 of the Agreement: 

“(r) Commercially reasonable estoppels or other reasonably satisfactory evidence (which may be in the form of an estoppel issued bySeller) from any private or public entities that are entitled to seek reimbursement or otherwise assess common charges to the Property or any portions thereof indicating that all amounts due thereunder with respect to the Property are paid currentwith respect to the following: 

“(i) Anaheim – (x) Common area costs under the recorded CC&Rs; and (y) Amounts due andquitclaim of repurchase option under the referenced Development and Repurchase Agreement; 

“(ii) San Diego – Amounts due under the referenced Property Grading Agreement; 

“(iii) Garden Grove – Amounts due under the recorded CC&Rs; 

“(iv) Ontario – (x) Amounts due under the recorded CC&Rs; and (y) Amounts due under recorded Shared Parking, Access and Maintenance Agreement.” 

**3. Additional Contracts.** The contracts and leases listed on Schedule “C-l” attached hereto are hereby added to the contractslisted on Schedule “C” to the Agreement. 

**4. Conflict.** In the event of a conflict between terms and conditions ofthis Amendment and the terms and conditions of the Agreement, the terms and conditions of this Amendment shall control. 

**5. NoFurther Modification.** Except as set forth in this Amendment, all other terms and provisions of the Agreement shall be and remain unmodified and in full force and effect. 

**6. Facsimile/Electronic Signature Counterparts.** This Amendment may be executed in facsimile or electronic pdf format counterparts, eachfacsimile or pdf signature shall be deemed an original, and all such facsimile or pdf signature counterparts, when taken together, shall constitute one agreement. 

 

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IN WITNESS WHEREOF, Purchaser and Seller have executed this Amendment as of the date set forth above. 

 
**SELLER:**RLJ ONTARIO HOTEL, LP, a Delaware limited partnershipBy: RLJ Ontario Hotel General Partner, LLC, a Delaware limited liability company By: 
/s/ Thomas J. Baltimore, Jr.
  
Thomas J. Baltimore, Jr.

President
RLJ ONTARIO HOTEL - LESSEE, L.P., a Delaware limited partnershipBy: RLJ Ontario Hotel Lessee General Partner, LLC, a Delaware limited liability company By: 
/s/ Thomas J. Baltimore, Jr.
  
Thomas J. Baltimore, Jr.

President
RLJ ANAHEIM SUITES HOTEL, L.P., a Delaware limited partnershipBy: RLJ Anaheim Suites Hotel General Partner, LLC, a Delaware limited liability company By: 
/s/ Thomas J. Baltimore, Jr.
  
Thomas J. Baltimore, Jr.

President

[Signatures continued on next page.] 

 

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RLJ ANAHEIM SUITES HOTEL LESSEE, L.P., a Delaware limited partnershipBy: RLJ Anaheim Suites Hotel Lessee General Partner, LLC, a Delaware limited liability company By: 
/s/ Thomas J. Baltimore, Jr.
  
Thomas J. Baltimore, Jr.

President
RLJ ANAHEIM HOTEL, L.P., a Delaware limited partnershipBy: RLJ Anaheim Hotel General Partner, LLC, a Delaware limited liability company By: 
/s/ Thomas J. Baltimore, Jr.
  
Thomas J. Baltimore, Jr.

President
RLJ ANAHEIM HOTEL LESSEE, L.P., a Delaware limited liability companyBy: RLJ Anaheim Hotel Lessee General Partner, LLC, a Delaware limited liability company By: 
/s/ Thomas J. Baltimore, Jr.
  
Thomas J. Baltimore, Jr.

President

[Signatures continued on next page.] 

 

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RLJ SAN DIEGO - MISSION VALLEY HOTEL, L.P., a Delaware limited partnershipBy: RLJ San Diego – Mission Valley Hotel General Partner, LLC, a Delaware limited liability company By: 
/s/ Thomas J. Baltimore, Jr.
  
Thomas J. Baltimore, Jr.

President
RLJ SAN DIEGO - MISSION VALLEY HOTEL LESSEE, L.P., a Delaware limited partnershipBy: RLJ San Diego – Mission Valley Hotel Lessee General Partner, LLC, a Delaware limited liability company By: 
/s/ Thomas J. Baltimore, Jr.
  
Thomas J. Baltimore, Jr.

President
**PURCHASER**:INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership,BY: Innkeepers Financial corporation, a Virginia corporation, Sole General Partner By: 
/s/ Mark A. Murphy
 Name: Mark A. Murphy Title: Vice President
 

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**SCHEDULE “C-l”**

**Additional Contracts and Leases**

Property #1 Hilton Ontario: 

 
 • BMI- background music license agreement 
 
 • City of Ontario Refuse 
 
 • OnQ - Hilton brand’s property management system platform 
 
 • Sesac 
 
 • City of LA Airport agreement 
 
 • Audiovisual service agreement 
Property #2 Hilton Suites Orange:

 
 • Anaheim Chamber of Commerce 
 
 • Anaheim O/C Visitor & Convention Bureau 
 
 • Homisco Inc 
 
 • Nationwide Automated Systems 
 
 • Orange Chamber 
 
 • Satellite Cleaners 
Property #3Residence Inn Garden Grove: 

 
 • Hotelnet 
Property #4 Residence Inn Mission Valley: 

 
 • Hotelnet 
 
 • Pots of Gold- Verbal agreement for plants to get water 
 
 • Quick Dispense 
 

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