Third Amendment to Purchase



 Exhibit 10.4 
 EXECUTION ORIGINAL 
 THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT 
 AND ESCROW INSTRUCTIONS 
 THIS THIRD
AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Third Amendment”) is made by and between the entities executing on 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 of October, 2006. 
 WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement and Escrow Instructions dated as of July 21,2006 (the “Original Agreement”), as amended by that certain
First Amendment to Purchase and Sale Agreement and Escrow Instructions, dated August 4, 2006, and by that certain Second Amendment to Purchase and Sale Agreement and Escrow Instructions, dated August 7, 2006 and by that certain Memorandum
of Purchase Price Allocation dated August 28, 2006 (collectively, the “Agreement”); and 
 WHEREAS, Seller and
Purchaser desire to amend the Agreement pursuant to the terms hereof. 
 NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Purchaser and Seller agree as follows: 
 1. Defined Terms. All
capitalized terms used in this Third Amendment, unless otherwise defined herein, shall have the meanings given such terms in the Agreement. 
 2. PIP Escrows. 
 2.1 Anaheim PIP Escrow. Notwithstanding anything to the contrary in Section 4.5
of the Original Agreement, Seller represents that Seller has completed all of the Anaheim PIP Work required under and in accordance with the terms of the Anaheim PIP other than the first item under the category, “Building, Entrance, Porte
Cochere and Signage,” in the Anaheim PIP (the “Driveway Work”). Seller also represents that the Anaheim PIP has not been amended or modified from the version of the Anaheim PIP previously provided by Seller to Purchaser. Seller
and Purchaser hereby agree that Seller shall provide a credit against the Purchase Price in the amount of Forty Thousand and No/100 Dollars ($40,000.00), and in consideration thereof, Purchaser shall assume all obligations under the Anaheim PIP with
respect solely to the Driveway Work and hereby releases Seller from any further obligation under the Anaheim PIP with respect to the Driveway Work. 
 2.2 Ontario PIP Escrow. With respect to the Ontario PIP, Seller represents that Seller has completed all of the Ontario PIP Work required under and in accordance with the terms of the Ontario PIP, other than the items set
forth in Schedule A attached hereto (the “Incomplete Items”), all of which remain incomplete as of Closing. Notwithstanding anything to the contrary in Section 4.5 of the Original Agreement, with respect to the
Incomplete Items, Seller and Purchaser hereby agree that Seller shall provide a credit against the Purchase Price for the Ontario Property in the amount of Two Hundred Seventy-Two Thousand Two Hundred Seventy-Five and No/100 Dollars ($272,275.00)
with respect to those Incomplete Items designated as items 38, 39,53,59, 60, 61, 62, 63 and 79 in the far left hand column on Schedule A (the “Credited Items).” In consideration of the foregoing credits, Purchaser shall
assume all obligations under the Ontario PIP with respect to the Credited Items and hereby releases Seller from any further obligation under the Ontario PIP with respect to the Credited Items. With respect to any remaining Incomplete Items other
than the Credited Items (such remaining Incomplete Items referred to hereinafter as the “Escrowed Items”), Seller shall credit against the Purchase Price for the Ontario Property the amount of Six Hundred Thirty Thousand One Hundred
Nineteen and No/100 Dollars ($630,119.00) less the deposits under the construction contracts for such work in the amount of Two Hundred Ninety-Eight Thousand Seven Hundred Seventy and No/100 Dollars ($298,770.00) for a net credit of Three Hundred
Twenty-Six Thousand Three Hundred Forty-Nine and No/100 Dollars ($326,349.00), provided such credited amount shall be deposited into the Ontario PIP Escrow, pursuant to and in accordance with the Ontario PIP Escrow Agreement, and Purchaser, subject
to Seller’s compliance with the terms of 







 the Ontario PIP Escrow Agreement, shall assume all obligations under the Ontario PIP with respect to the Escrowed Items
and shall be responsible for completing the Escrowed Items, provided Purchaser shall be entitled to draw against the Ontario PIP Escrow in accordance with the terms of the Ontario PIP Escrow Agreement for the costs to complete the Escrowed Items.
Seller shall assign all existing construction contracts related to the Incomplete Items as set forth on Schedule B attached hereto, to Purchaser including the right to any deposits previously made by Seller thereunder, it being agreed that
the amounts credited or placed in escrow as provided above reflect adjustments to the total cost of the applicable Incomplete Items covered by such contracts as agreed upon by the parties, less any such deposits. 
 3. Conflict. In the event of a conflict between terms and conditions of this Third Amendment and the terms and conditions of the Agreement,
the terms and conditions of this Third Amendment shall control. 
 4. No Further Modification. Except as set forth in this
Third Amendment, all other terms and provisions of the Agreement shall be and remain unmodified and in full force and effect. 
 5.
Facsimile/Electronic Signature Counterparts. This Third Amendment may be executed in facsimile or electronic pdf format counterparts, each facsimile or pdf signature shall be deemed an original, and all such facsimile or pdf signature
counterparts, when taken together, shall constitute one agreement. 
 IN WITNESS WHEREOF, Purchaser and Seller have executed this Third Amendment as of the
date set forth above. 
  

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

		 	 Thomas J. Baltimore, Jr.
 President



  

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	RLJ ONTARIO HOTEL - LESSEE, L.P., a Delaware limited partnership
		
	By:	 	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 partnership
		
	By:	 	RLJ Anaheim Suites Hotel General Partner, LLC, a Delaware limited liability company
			
		 	By:	 	 /s/ Thomas J. Baltimore, Jr.

		 		 	 Thomas J. Baltimore, Jr.
 President

	
	 RLJ ANAHEIM SUITES HOTEL LESSEE, L.P., a Delaware limited partnership

		
	By:	 	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 partnership
		
	By:	 	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 company
		
	By:	 	RLJ Anaheim Hotel Lessee General Partner, LLC, a Delaware limited liability company
			
		 	By:	 	 /s/ Thomas J. Baltimore, Jr.

		 		 	 Thomas J. Baltimore, Jr.
 President



  

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	RLJ SAN DIEGO - MISSION VALLEY HOTEL, L.P., a Delaware limited partnership
		
	By:	 	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 partnership
		
	By:	 	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 A 
  


			
	

	  	3 Bethesda Metro Center
	  	Suite 1000
	  	Bethesda , MD 20814
	  	301.280.7777

  

			
	 Project:
	  	Ontario Hilton Suites
		  	 Phase III-Tower/Remaining PIP Items

		
	 Prepared by:
	  	Rachael Gursky
	 Checked by:
	  	Carl Mayfield
	 Date: 10/3/2006
	  	

  

																
	 Item Number
 (Ties to CRS
Scope)
	  	Area	  	 Scope
	  	 Budgeted
 Amount
	  	Target
Completion	  	 Amount
 Paid
	  	Remaining
Amount
	1	  	General
Requirements	  	Remove the telephone banks located throughout the hotel. Pay telephones must be provided, but coin operation is not necessary. Provide house telephones. Telephones may be installed in new
decorative millwork and granite banks or may be installed in soft seating areas on end tables. Repair all walla to a like new condition where telephone banks have been removed. – HOTEL ATTIC STOCK	  	$	5,500	  	12/30/2006	  	$	—  	  	$	5,500
							
	2	  	Gift Shop	  	Provide a background music system.	  	$	3,250	  	12/30/2006	  			  	$	3,250
							
	3	  	Gift Shop	  	Install additional lighting. This area is too dim.	  	$	8,500	  	12/30/2006	  			  	$	8,500
							
	4	  	Business
Center	  	Provide an entry door controlled by an electronic lock.	  	$	3,500	  	12/30/2006	  			  	$	3,500
							
	INNKEEPERS	  	Restaurant	  	Remove the folding table buffet line. If a buffet is used, it must have millwork cabinets, a granite top and a sneeze guard.	  	$	200,000	  	12/30/2006	  			  	$	200,00
							
	INNKEEPERS	  	Restaurant	  	Remove the remnants of old ceiling fans from the ceiling. Repair the ceiling. All public area ceilings must be flat painted gyp board with no more than 30% acoustic tile. Acoustic tile must be
2" with a tegular edge.	  	$	—  	  	12/30/2008	  			  	$	—  
							
	INNKEEPERS	  	Restaurant	  	Repair and refinish or replace the doors to remove scars. Replace the hardware (wom).	  	$	—  	  	12/30/2005	  			  	$	—  

 SCHEDULE A 
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	 Item Number
 (Ties to CRS
Scope)
	  	 Area
	  	 Scope
	  	Budgeted
Amount	  	Target
Completion	  	Amount
Paid	  	Remaining
Amount
	11	  	Corridors/Elevator/Stairwells	  	Install approved wood substitute base boards in all corridors.	  	$	49,500	  	12/30/2006	  		  	$	49,500
							
	12	  	Corridors/Elevator/Stairwells	  	Install wood or approved wood substitute crown molding in all corridors.	  	$	11,000	  	12/30/2006	  		  	$	11,000
							
	8	  	Corridors/Elevator/Stairwells	  	Scrub or refinish all guest room entry doors to remove scuffs and scars.	  	$	12,000	  	12/30/2006	  		  	$	12,000
							
	RLJ	  	Corridors/Elevator/Stairwells	  	Replace or re-upholster the soft seating at the upper floor elevator landings.- PROCURE	  	$	4,820	  	12/30/2006	  		  	$	4,820
							
	9	  	Corridors/Elevator/Stairwells	  	Replace or re-upholster the soft seating at the upper floor elevator landings. - INSTALL	  	$	500	  	12/30/2006	  		  	$	500
							
	10	  	Corridors/Elevator/Stairwells	  	Restore or refinish the marble top to like new condition on all elevator landing sofa tables or replace with granite.	  	$	5,310	  	12/30/2006	  		  	$	5,310
							
	13	  	Corridors/Elevator/Stairwells	  	Remove the stairwell door signs. Install only appropriate new signage. Repair and paint doors.	  	$	1,750	  	12/30/2006	  		  	$	1,750
							
	14	  	Corridors/Elevator/Stairwells	  	Replace all stairwell light fixtures. Install more decorative fixtures. The existing fixtures are very industrial and in poor repair. Request for waiver declined.	  	$	7,600	  	12/30/2006	  		  	$	7,600
							
	15	  	Corridors/Elevator/Stairwells	  	Repair and paint all stairwell walls.	  	$	25,000	  	12/30/2006	  		  	$	25,000
							
	16	  	Corridors/Elevator/Stairwells	  	Clean and paint all stairwell treads and landings. Ensure proper slip resistance.	  	$	26,550	  	12/30/2006	  		  	$	26,550
							
	17	  	Corridors/Elevator/Stairwells	  	Elevators – Repair and restore the wall panels to like new condition or replace the wall panels (chipped).	  	$	825	  	12/30/2006	  		  	$	825
							
	13	  	Corridors/Elevator/Stairwells	  	Strip and paint all service doors and frames to remove scars. Replace if necessary to remove embedded scars.	  	 
 	see 13
above	  	12/30/2006	  		  		
							
	19	  	 Ballroom
 Salon I, II, III
	  	Refinish the doors to remove scratches and scars. Replace tarnished or damaged door hardware.	  	$	11,080	  	12/30/2006	  		  	$	11,080
							
	22	  	 Meeting Room
 Pre-Function
	  	Repair and refinish doors to like new condition or replace.	  	 
 	see 22
below	  	12/30/2006	  		  		
							
	22	  	 Parlor Room
 Meeting Rooms
	  	Repair and refinish doors to like new condition or replace.	  	$	5,100	  	12/30/2006	  		  	$	5,100

 SCHEDULE A 
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	 Item Number
 (Ties to CRS
Scope)
	  	 Area
	  	 Scope
	  	Budgeted
Amount	  	Target
Completion	  	Amount
Paid	  	Remaining
Amount
	23	  	 Parlor Room
 Meeting Rooms
	  	Replace the serving counters. Install granite tops and millwork cabinets. Request for waiver declined.	  	$	22,500	  	12/30/2006	  		  	$	22,500
							
	INNKEEPERS	  	Parlor Room Meeting Rooms	  	Install a decorative framed mirror over the service bar. - PROCURE	  	$	300	  	12/30/2006	  		  	$	300
							
	INNKEEPERS	  	Parlor Room Meeting Rooms	  	Install a decorative framed mirror over the service bar. - INSTALL	  	$	120	  	12/30/2006	  		  	$	120
							
	21	  	Parlor Room Meeting Rooms	  	Install six inch decorative wood base board or restore to like new condition.	  	$	6,000	  	12/30/2006	  		  	$	6,000
							
	28	  	Parlor Room Meeting Rooms	  	Replace the cracked ice light fixtures and lens at the entry doors. Install smooth painted drywall and can light fixtures.	  	$	4,680	  	12/30/2006	  		  	$	4,680
							
	20	  	Parlor Room Meeting Rooms	  	Renovate the abandoned bath room. Remove all bath fixtures and convert the space to storage or meet the requirements for a public rest room.	  	$	17,250	  	12/30/2006	  		  	$	17,250
							
	25	  	Parlor Room Meeting Rooms	  	Replace the eraser board.-INSTALL	  	$	150	  	12/30/2006	  		  	$	150
							
	28	  	Conference I & II Meeting Room	  	Entry doors must be solid core wood, with a peep hole viewing in to the space.	  	$	2,460	  	12/30/2006	  		  	$	2,450
							
	29	  	Conference I & II Meeting Room	  	Replace the eraser board.-INSTALL	  	$	150	  	12/30/2006	  		  	$	150
							
	27	  	Amphitheater Meeting Room	  	Install an electrically operated projection screen, recessed into the ceiling. A smooth painted drywall sollit is acceptable.-JUST CROWN MOLDING	  	$	750	  	12/30/2006	  		  	$	750
							
	25	  	Amphitheatre Meeting Room	  	Replace the eraser board,-INSTALL	  	 	see 25 above	  	12/30/2006	  		  		
							
	31	  	Plaza Meeting Room	  	Install six inch decorative wood base board.	  	$	3,000	  	12/30/2006	  		  	$	3,000

 SCHEDULE A 
 -3- 








															
	 Item Number
(Ties to CRS
Scope)
	  	 Area
	  	 Scope
	  	Budgeted
Amount	  	Target
Completion	  	Amount
Paid	  	Remaining
Amount
	30	  	Plaza Meeting Room	  	Refinish the doors to remove scratches and scars	  	$	4,050	  	12/30/2006	  		  	$	4,050
	21	  	Board Room	  	Install six inch wood base board.	  	 	see 21 above	  	12/30/2006	  		  		
	23	  	Board Room	  	Install a service bar with a granite top	  	 	see 23 above	  	12/30/2006	  		  		
	22	  	Board Room	  	Repair and refinish doors to like new condition	  	 	see 22 above	  	12/30/2006	  		  		
	INNKEEPERS	  	Board Room	  	Replace the art work-PROCURE	  	$	300	  	12/30/2006	  		  	$	300
	24	  	Board Room	  	Replace the art work-INSTALL	  	 	see 24 above	  	12/30/2006	  		  		
	25	  	Board Room	  	Replace the eraser-board.	  	 	see 25 above	  	12/30/2006	  		  		
	20	  	Board Room	  	Renovate the rest room to the same level as the public rest rooms.	  	 	see 20 above	  	12/30/2006	  		  		
	32	  	Call Meeting Room	  	Install six inch decorative approved wood substitute base board.	  	$	1,050	  	12/30/2006	  		  	$	1,050
	33	  	Call Meeting Room	  	Replace the chandeliers. Install decorative light fixtures and dimmable light sources.	  	$	4,125	  	12/30/2006	  		  	$	4,125
	INNKEEPERS	  	Pool Area	  	Install “depth” and “no diving” markers in 4” tile recessed into the deck.	  	$	500	  	11/30/2006	  		  	$	500
	INNKEEPERS	  	Pool Area	  	Remove all stencils from the deck.	  	$	500	  	11/30/2006	  		  	$	500
	INNKEEPERS	  	Pool Area	  	Replace all cracked concrete decking, or repair all cracks and install a decorative coating similar to brick tile.	  	$	40,000	  	11/30/2006	  		  	$	40,000
	INNKEEPERS	  	Pool Area	  	Replace all pool furniture. Strap furniture is not acceptable - PROCURE	  	$	25,000	  	12/30/2006	  		  	$	25,000
	INNKEEPERS	  	Pool Area	  	Replace all pool furniture. Strap furniture is not acceptable - INSTALL	  	$	555	  	12/30/2006	  		  	$	555
	n/a	  	Exercise Room	  	Install two, 27” ceiling mounted televisions - PROCURE	  	$	1,000	  	12/30/2006	  		  	$	1,000
	35	  	Exercise Room	  	Install two, 27” ceiling mounted televisions - INSTALL	  	$	750	  	12/30/2006	  		  	$	750
	36	  	Exercise Room	  	Install new vinyl wall covering - HOTEL ATTIC STOCK VWO	  	$	1,085	  	12/30/2006	  		  	$	1,085
	37	  	Housekeeping/Laundry	  	Repair and paint all service elevator landings in the public corridors	  	$	19,500	  	12/30/2006	  		  	$	19,500
	38	  	Housekeeping/Laundry	  	Repair and paint or install VCT in all service elevator landings in the public corridors	  	$	3,720	  	12/30/2006	  		  	$	3,720

 SCHEDULE A 
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	 Item Number
(Ties to CRS
Scope)
	  	Area	  	 Scope
	  	Budgeted
Amount	  	Target
Completion	  	Amount
Paid	  	Remaining
Amount
	n/a	  	Tower
Bedrooms	  	Provide a table or case good piece outside of the bathroom wall for coffee maker. Requires electrical outlet in the wall - PROCURE-BENJAMIN WEST PURCHASING AGENT	  	$	53,000	  	12/30/2006	  		  	$	53,000
							
	39	  	Tower
Bedrooms	  	Provide a table or case good piece outside of the bathroom wall for coffee maker. Requires electrical outlet in the wall - ELECTRIC AND INSTALL	  	$	42,400	  	12/30/2006	  		  	$	42,400
							
	42	  	Tower
Bedrooms	  	Install all TV’s in a 4 drawer mid-rise chest of drawers (approximately 42” tall) with a granite top and pole mount so that a flat panel TV can be installed at a later date	  	$	66,250	  	12/30/2006	  		  	$	66,250
							
	n/a	  	Tower
Bedrooms	  	Brushed and Hammered Stainless Steel Accessories, a Hilton Brand Exclusive, will be available in mid July. In addition to a uniquely designed ice bucket, ice bucket-tray, note paper & pen
holder, we will have new note logo note paper, a new in-room glassware program and a new Hilton pen to coordinate with the elegant look of our newly designed accessories.	  	 	Property	  	9/30/2006	  		  		
							
	40	  	Tower
Bedrooms	  	Replace the vanity tops, install granite vanity tops.	  	$	15,470	  	12/30/2006	  		  	$	15,470
							
	41	  	Tower
Bedrooms	  	Replace the laminate cabinets. Install decorative millwork cabinets.	  	$	6,110	  	12/30/2006	  		  	$	6,110
							
	n/a	  	Cabana
Bedrooms	  	Brushed and Hammered Stainless Steel Accessories, a Hilton Brand Exclusive, will be available in mid July. In addition to a uniquely designed ice bucket, ice bucket tray, note paper & pen
holder, we will have new note logo note paper, a new in-room glassware program and a new Hilton pen to coordinate with the elegant look of our newly designed accessories	  	 	Property	  	9/30/2006	  		  		
							
	43	  	CRS contract	  	General Conditions	  	$	57,800	  	12/30/2006	  		  	$	57,800
							
	44	  	CRS contract	  	Soft Cost	  	$	35,200	  	12/30/2006	  		  	$	35,200
							
	45	  	CRS contract	  	Overhead and Profit	  	$	74,884	  	12/30/2006	  		  	$	74,884
							
	INNKEEPERS	  	Public Space	  	Bell stand	  	$	5,000	  		  		  	$	5,000

 SCHEDULE A 
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	 Item Number
 (Ties to CRS
Scope)
	  	Area	  	 Scope
	  	Budgeted
Amount	  	Target
Completion	  	Amount
Paid	 	 	Remaining
Amount
	 Total
	  		  		  	$	897,394	  		  	$	(298,770	)	 	$	598,624
		  		  	 Credit
	  	$	272,275	  		  				 		
		  		  	 Escrow
	  	$	326,349	  		  				 		
		  		  		  	 	 	  		  				 		
		  		  	 Total
	  	$	698,624	  		  				 		
		  		  		  	 	 	  		  				 		

 RLJ Signature: 
 Innkeepers Signature: 
 SCHEDULE A 
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 SCHEDULE B 
 ASSIGNED CONSTRUCTION CONTRACTS 
  

	1.	Construction Services Agreement between RLJ ONTARIO HOTEL LESSEE, L.P., a Delaware limited liability company, and COMMERCIAL RENOVATION SERVICES, INC., a corporation, dated
September 8, 2006. 

  

	2.	Vitality Furniture Group, Inc., Purchase Order No. RLJ-326-001, dated September 25, 2006. 

  

	3.	Guest Supply, Purchase Order No. COFF-RUTH, dated August 25, 2006. 

 SCHEDULE B 
 -1-