**EXHIBIT 10.2****AGREEMENT OF SALE AND PURCHASE**     **THIS AGREEMENT OF SALE AND PURCHASE**(this “**Agreement**”), dated as of March 10, 2006 (the“**Effective Date**”), is made by and between **HOWELL PLACE HOTEL, LLC**, an Arkansas limited liabilitycompany, having an address at                                                                                  (“**Seller**”), and **INTERSTATEOPERATING COMPANY. L.P.**, a Delaware limited partnership having an address at 4501 N. Fairfax Drive,Arlington, VA 22203 (“**Purchaser**”).**I.****Definitions; Sale and Purchase**     **1.01****Definitions.** In addition to terms defined elsewhere in this Agreement, thefollowing terms shall have the meanings indicated:     (a) Bookings shall mean contracts or reservations for the use or occupancy ofguest rooms, meeting rooms and/or the banquet facilities of the Hotel.     (b) Books and Records shall mean all books, records, room rates, customerlists, banquet and function room records with respect to the Hotel (whether in electronicformat or reduced to paper).     (c) Closing Date shall mean the date specified in Section 7.01.     (d) Consumables shall mean all opened and unopened food and beverages(alcoholic and non-alcoholic) located at, or purchased to be used or sold at but not yetdelivered to, the Hotel.     (e) Cut-off Time shall mean 11:59 p.m. on the date preceding the Closing Date.     (f) Effective Date shall mean the date of this Agreement.     (g) Expendables shall mean all expendable supplies including but not limited tochina, glassware, linens, silverware, kitchen and bar small goods, paper goods, guestsupplies, cleaning supplies, operating supplies, printing, stationary and uniforms, andother operating supplies and inventories whether in use or held in reserve storage forfuture use in connection with the operation of the Hotel.     (h) Existing Franchise Agreement shall mean the existing franchise agreementbetween Hilton Inns, Inc. (“Hilton”), as franchisor, and Seller, as franchisee, with respectto the Hotel.     (i) Furnishings shall mean all fixtures, furniture, furnishings, fittings,equipment, machinery, apparatus, appliances, computer hardware and equipment, software,reservations terminals, vehicles, building materials, telephones and other communicationequipment, copiers, facsimile machines, postal machines, televisions, signs, vacuumcleaners, video equipment and other articles of personal property located on or used orusable in connection with any part of the Hotel.     (j) Hotel shall mean the hotel located at 3330 Harding Boulevard, Baton Rouge,Louisiana 70807, and known as the Hilton Garden Inn – Baton Rouge.     (k) Hotel Contracts shall mean all service and maintenance contracts,employment agreements, union contracts, purchase orders, equipment leases, volume transientagreements and other contracts or agreements relating to the maintenance, operation,provisioning or equipping of the Hotel, together with all related written warranties andguaranties.
 

 
     (l) Hotel Employees shall mean the persons employed to operate the Hotel.     (m) Improvements shall mean the buildings, structures (surface andsub-surface), installations and other improvements, including such fixtures andappurtenances as shall constitute real property located on the Land.     (n) Land shall mean the land and all appurtenances thereto, having a streetaddress at 3330 Harding Boulevard, Baton Rouge, Louisiana 70807, more particularly describedin Exhibit A to this Agreement upon which the Hotel is situated together with allappurtenances to the Land.     (o) Miscellaneous Personal Property shall mean (i) any and all trademarks,service marks, trade names, brand names and copyrights owned by Seller or any affiliate ofSeller relating to the Hotel, (ii) any and all goodwill associated with the Hotel, (iii) theHotel’s website and web address, if any, (iv) the Hotel’s telephone numbers, and (v) printedmarketing materials, if any, relating to the Hotel, and any slides, proofs or drawings usedto produce such materials, to the extent such slides, proofs or drawings are in Seller’s orits manager’s possession or control.     (p) Permits shall mean all licenses, franchises, permits, certificates ofoccupancy, authorizations and approvals used in or relating to the ownership, occupancy oroperation of any part of the Hotel.     (q) Property shall mean the Land and Improvements.     (r) Space Leases shall mean all leases and other agreements (written or oral)for the use of space at the Property, including but not limited to, agreements for the useof rooftop space on the Hotel for the installation of cellular telephone antennas     (s) Warranties shall mean any assignable warranties benefiting Seller withrespect to the Furnishings, Miscellaneous Personal Property and Improvements.     **1.02****Sale and Purchase.** Seller agrees to sell and convey the Hotel to Purchaser, andPurchaser agrees to purchase and accept the Hotel from Seller, for the price and subject to theterms, covenants, conditions and provisions set forth in this Agreement. The sale and purchaseshall include the Property and all right, title and interest of Seller in and to the Bookings, theBooks and Records, the Consumables, the Furnishings, the Expendables, the Permits, the SpaceLeases, the Hotel Contracts, the Miscellaneous Personal Property and the Warranties (the Property,the Bookings, the Books and Records, the Consumables, the Furnishings, the Expendables, thePermits, the Space Leases, the Hotel Contracts, the Miscellaneous Personal Property and theWarranties being hereinafter collectively referred to as the “Purchased Assets”).     **1.03****Condition of Property.** (a) Purchaser acknowledges for Purchaser andPurchaser’s successors, heirs and assignees, (i) that Purchaser will be given a reasonableopportunity to inspect and investigate the Property, all improvements thereon and all aspectsrelating thereto, including, without limitation, all of the physical, environmental and operationalaspects of the Property, either independently or through agents and experts of Purchaser’s choosingand (ii) that Purchaser will acquire the Property based upon Purchaser’s own investigation andinspection thereof. SELLER AND PURCHASER AGREE THAT, EXCEPT AS PROVIDED FOR IN THIS AGREEMENT ORANY CLOSING DOCUMENT, THE PROPERTY SHALL BE SOLD AND THAT PURCHASER SHALL ACCEPT POSSESSION OF THEPROPERTY ON THE CLOSING DATE AS IS, WHERE IS, WITH ALL FAULTS WITH NO RIGHT OF SET-OFF OR REDUCTIONIN THE PURCHASE PRICE, AND THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY CLOSINGDOCUMENT SUCH SALE SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS,IMPLIED, STATUTORY OR OTHERWISE, EXCEPT FOR THOSE SET FORTH IN THIS AGREEMENT OR ANY CLOSINGDOCUMENT, INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING EXPENSES, USES,MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER SPECIFICALLY ACKNOWLEDGES THAT,EXCEPT AS PROVIDED FOR IN THIS AGREEMENT OR ANY CLOSING DOCUMENT, PURCHASER IS NOT RELYING ANDSHALL NOT RELY ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS,IMPLIED, STATUTORY OR OTHERWISE, FROM SELLER AS TO ANY MATTERS CONCERNING THE PROPERTYINCLUDING WITHOUT LIMITATION: (A) THE CONDITION OR
 

 
SAFETY OF THE PROPERTY OR ANY IMPROVEMENTSTHEREON, INCLUDING, BUT NOT LIMITED TO, PLUMBING, SEWER, HEATING AND ELECTRICAL SYSTEMS, ROOFING,AIR CONDITIONING, IF ANY FOUNDATIONS, SOILS AND GEOLOGY INCLUDING HAZARDOUS MATERIALS, LOT SIZE, ORSUITABILITY OF THE PROPERTY OR IMPROVEMENTS FOR A PARTICULAR PURPOSE; (B) WHETHER THE APPLIANCES,PLUMBING OR UTILITIES AND ANY ASSOCIATED MATTERS ARE IN WORKING ORDER; (C) THE LIABILITY ORSUITABILITY FOR OCCUPANCY OF ANY STRUCTURE AND THE QUALITY OF ITS CONSTRUCTION; (D) THE FITNESS OFANY PERSONAL PROPERTY; OR (E) WHETHER THE IMPROVEMENTS ARE STRUCTURALLY SOUND, IN GOOD CONDITION,OR IN COMPLIANCE WITH APPLICABLE CITY, PARISH, STATE OR FEDERAL STATUTES, CODES OR ORDINANCES.EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY CLOSING DOCUMENT, PURCHASER WAIVES ANYWARRANTY TO WHICH IT MIGHT BE ENTITLED UNDER ARTICLE 2524 OF THE LOUISIANA CIVIL CODE THAT THEPROPERTY BE REASONABLY FIT FOR ITS ORDINARY USE. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT ORANY CLOSING DOCUMENT PURCHASER HEREBY EXPRESSLY WAIVES ALL RIGHTS IN REDHIBITION PURSUANT TOLOUISIANA CIVIL CODE ARTICLE 2520, ET SEQ., THE WARRANTIES OF OWNERSHIP AND PEACEABLE POSSESSION OFTHE PROPERTY, THE WARRANTIES AGAINST HIDDEN OR REDHIBITORY DEFECTS IN THE PROPERTY, AND THEWARRANTY THAT THE PROPERTY IS FIT FOR ITS INTENDED USE, EACH OF WHICH WOULD OTHERWISE BE IMPOSEDUPON SELLER BY LOUISIANA CIVIL CODE ARTICLE 2475. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENTOR ANY CLOSING DOCUMENT PURCHASER HEREBY RELEASES SELLER FROM ANY LIABILITY FOR HIDDEN, REDHIBITORYOR LATENT DEFECTS OR VICES UNDER LOUISIANA CIVIL CODE ARTICLE 2520 THROUGH 2549.**II.****Consideration**     **2.01****Purchase Price.** The purchase price (“Purchase Price”) to be paid by Purchaser toSeller at the closing of the purchase and sale of the Property (the “Closing”) shall be **FOURTEENMILLION FIVE HUNDRED THOUSAND DOLLARS ($14,500,000)**. The Purchase Price shall be payable byPurchaser as follows:     (a) **FIVE HUNDRED THOUSAND DOLLARS ($500,000)**as a deposit (together with any interestearned thereon, the “Deposit”), by check or wire transfer payable to First American TitleInsurance Company (in its capacity as holder of the Deposit, the “Escrow Agent”), throughits Washington, D.C. office, within three (3) business days after the date hereof; and     (b) The balance (as adjusted for the prorations and credits hereinafter set forth) atthe Closing by wire transfer of good funds to an account to be designated by Seller prior tothe Closing.     **2.02****Deposit.** The Deposit shall be delivered to and held by Escrow Agent inescrow in an interest-bearing account pursuant to terms of this Agreement. If the Closing occursin accordance with the terms and provisions of this Agreement, the Deposit shall be paid to Sellerand credited against the Purchase Price. If the Closing does not occur, the Deposit shall be heldand delivered as provided in this Agreement.     **2.03****Allocation.** The Purchase Price shall be allocated between the Land, theImprovements and the other Purchased Assets as set forth on Exhibit B attached hereto subject tosuch changes as the parties may reasonably and in good faith agree upon prior to the expiration ofthe Inspection Period.

 
**III.****Survey**     **3.01****Survey.** Within fifteen (15) business days after the Effective Date, Seller willobtain, at Seller’s cost and expense, a current survey (the “Survey”) of the Property prepared by asurveyor licensed in the State of Louisiana and approved by Purchaser. The Survey, which shall becertified to Purchaser, Purchaser’s lender, if any, and Purchaser’s title insurer, shall indicatethe metes and bounds of the Land, shall indicate the Improvements and the location of anyeasements, servitudes, utility lines, rights-of-way, water courses, drains, sewers, driveways,roads and encroachments affecting the Property, and shall indicate that all Improvements arelocated within the record and setback lines of the Property and that no easements, servitudes orother encroachments located on the Property interfere with the use of the Property and shallotherwise be in accordance with the Minimum Standard Detail Requirements and Classifications forALTA/ACSM Land Title Surveys (including without limitation items 1, 2, 3, 6, 7A, 7B, 7C, 8, 9, 10,11 and 13 of Table A thereof) and the standards of any board or organization promulgating standardsfor surveys in the State of Louisiana.**IV.****Title Insurance**     **4.01****Title Commitment.** Within five (5) business days after the Effective Date, Sellerwill cause First American Title Insurance Company (in its capacity as title insurer, the “TitleCompany”), through its National Accounts Office in Washington, D.C., to deliver to Purchaser anup-to-date and complete commitment for an ALTA Owner’s Policy of Title Insurance with extendedcoverage (the “Title Commitment”) accompanied by a legible copy of all recorded documents relatingto liens, easements, servitudes, rights-of-way, restrictions and other matters affecting title tothe Property.     **4.02****Title Objections**. Purchaser shall have thirty (30) days from the last tobe received of the Title Commitment and the Survey to notify Seller as to any items that areunsatisfactory to Purchaser. Unless Purchaser or its attorney so notifies Seller within such30-day period, Purchaser shall be deemed to have approved the condition of title to the Property asreflected by the Title Commitment and Survey. If within such period Purchaser notifies Seller thatany of the items are unacceptable (“Objections”), Seller shall within five (5) business days afterreceipt of such notice notify Purchaser whether Seller shall elect to cure any or all of suchObjections (provided, however, that Seller must satisfy and remove of record or cure, as the casemay be, and shall not have any right to elect not to cure, any matter which it is required to curepursuant to Section 4.04 below). If Seller elects to cure any such Objections, then Seller shallpromptly cure the Objections which it has elected to cure to Purchaser’s and the Title Company’ssatisfaction. If Seller elects not to cure any such Objections, or is unable to cure any suchObjections, then Purchaser at its sole and absolute option may either (i) accept title to theProperty subject to such Objections or (ii) terminate this Agreement by written notice to Seller,whereupon the Deposit shall be promptly returned to Purchaser and the parties shall have no furtherrights or liabilities under this Agreement other than those which expressly survive the terminationof this Agreement. Purchaser shall make such election by written notice to Seller or on before theClosing Date or within five business days after Seller has advised Purchaser in writing that haselected not to cure any such Objections or is unable to cure any such Objections, whichever occursfirst, and in the event Purchaser does not make such election, Purchaser shall be conclusivelydeemed to have waived such Objections. Those restrictions, liens, encumbrances, easements,servitudes, rights of way and other matters as are not objected to or are waived by Purchaser inthe manner provided in this Section shall be deemed “Permitted Exceptions”. Nothing herein shallbe deemed to prohibit Purchaser from objecting to title or survey matters revealed subsequent toapproval of the title reflected by the Title Commitment and the Survey, and any such objectionswill be treated as “Objections” in accordance with this Section.     **4.03****Title Conveyed**. Seller shall, on the Closing Date, convey to Purchaser good,merchantable, marketable and insurable fee simple title to the Property subject only to thePermitted Exceptions.     **4.04****Monetary Liens**. Notwithstanding anything to the contrary set forth in Section4.02 above, Seller shall satisfy and remove of record or cure, as the case may be, at or before theClosing any mortgage or deed of trust lien affecting the Property and any other Objection which maybe removed by the payment of a liquidated sum of money,
 

 
including without limitation any liens forunpaid taxes, and Seller may not refuse to cure the same. Seller may use all or any portion of thePurchase Price to affect such cure at the Closing.     **4.05****Searches**. Promptly after the Effective Date, Purchaser shall have the right toobtain, at Purchaser’s expense, written reports of searches (the “Searches”) of the records of theappropriate governmental agencies confirming the absence of security interests, judgments, taxliens and bankruptcy proceedings which affect or could affect the Purchased Assets or any interesttherein. If such Searches disclose the existence of any security interests, judgments, tax liensor bankruptcy proceedings which affect or could affect the Purchased Assets or any interesttherein, Purchaser shall notify Seller thereof in writing and Seller shall have thirty (30) daysfrom the date of such notice to secure the release, or commit in writing to secure on or prior tothe Closing the release, of all such security interests, judgments, tax liens and bankruptcyproceedings and provide evidence of such release to Purchaser. Purchaser shall have the right toupdate said Searches, at Purchaser’s expense, on or prior to the Closing Date confirming that thereare no security interests, judgments, tax liens or bankruptcy proceedings affecting the PurchasedAssets or any interest therein. If Seller fails to secure all such releases or commit to securesuch releases within such thirty (30) day period, and/or (with respect to any releases Seller hascommitted to securing or releases with respect to any security interests, judgments, tax liens orbankruptcy proceedings affecting the Purchased Assets or any interest therein shown by theaforesaid update of said Searches) fails to secure such releases on or prior to the Closing)without limiting any other obligation which Seller may have under this Agreement, and/or right orremedy which Purchaser may have with respect thereto under this Agreement, Purchaser may elect,upon notice to Seller on or before the Closing Date, to (i) terminate this Agreement, in whichevent the Deposit shall promptly be returned to Purchaser, or (ii) accept title subject only tosuch then unreleased security interests, judgments and tax liens with the further right to deductfrom the Purchase Price amounts secured by any such security interests, judgments and tax liens ofa definite or ascertainable amount.**V.****Representations, Warranties, Covenants**