FIRST AMENDMENT TO

AGREEMENT FOR PURCHASE AND SALE


 


THIS FIRST
AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (this “Amendment”), is made as of March 11, 2014, by and
between ARC Hospitality TRS Holding, LLC, a Delaware limited liability company (“Purchaser”), and Barceló
Crestline Corporation, a Maryland corporation (“Seller”).


 


WHEREAS, Purchaser
and Seller entered into that certain Agreement for Purchase and Sale, dated January 30, 2014 (the “Agreement”),
with regard to the Hotels, more particularly described in the Agreement. Purchaser and Seller wish to amend the Agreement as provided
herein.


 


NOW, THEREFORE, in
consideration of the mutual promise contained herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree that the Agreement shall be amended as follows:


 


		1.	Section 5.7. Purchaser and Seller, by mutual consent,
hereby change the ten (10) day time period in Section 5.7 to a thirty-day time period from the date of the Agreement.



 


		2.	Section 5.7. Section 5.7 of the Agreement is hereby amended by deleting the phrase “Schedules
1.1.90, 2.3, 3.5, 3.9, 3.10 and 3.16” and replacing it with “Schedules 2.3, 3.5, 3.11, 3.12 and 3.13.”



 


		3.	Schedule 2.3. In accordance with Section 5.7 of the Agreement, Schedule 2.3 in the Agreement
is deleted in its entirety and replaced by Schedule 2.3 attached to this Amendment.



 


		4.	Schedule 3.5. In accordance with Section 5.7 of the Agreement, Schedule 3.5 in the Agreement
is deleted in its entirety and replaced by Schedule 3.5 attached to this Amendment.



 


		5.	Schedule 3.11. In accordance with Section 5.7 of the Agreement, Schedule 3.11 in the Agreement
is deleted in its entirety and replaced by Schedule 3.11 attached to this Amendment.



 


		6.	Schedule 3.12. In accordance with Section 5.7 of the Agreement, Schedule 3.12 in the Agreement
is deleted in its entirety and replaced by Schedule 3.12 attached to this Amendment.



 




    	 



    	 



    

 


		7.	Schedule 3.13. In accordance with Section 5.7 of the Agreement, Schedule 3.13 in the Agreement
is deleted in its entirety and replaced by Schedule 3.13 attached to this Amendment.



 


		8.	Exhibit B. Section 1 of Exhibit B is replaced in its entirety with Exhibit B attached
hereto.



 


		9.	Miscellaneous. The Recitals of this
Amendment are hereby incorporated in and made a part of this Amendment by reference. Except as expressly modified hereby the terms
of the Agreement shall remain in full force and effect as written. If there shall be any conflict or inconsistency between the
terms and conditions of this Amendment and those of the Agreement, the terms and conditions of this Amendment shall control.
Any capitalized term used in this Agreement and not otherwise defined herein,
shall have the meaning ascribed to such term in the Agreement. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original and all of which, when taken together shall constitute on agreement. This Amendment shall
be governed by and construed in accordance with the laws of the State of New York.



 


Signatures appear on following pages.


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Amendment as of the day and year first set forth above.


 


	 	SELLER:
	 	 
	 	Barceló Crestline Corporation
	 	 
	 	By:	/s/ Pierre M. Donahue
	 	Name: Pierre M. Donahue
	 	Its: EVP/Secretary


 


 


	 	PURCHASER:
	 	 
	 	ARC Hospitality TRS Holding, LLC
	 	 	 
	 	By:	American Realty Capital Hospitality

 Operating Partnership, L.P., a Delaware

 limited partnership, its sole member


 


 


	 	By: 	/s/ Jesse C. Galloway
	 	 	 
	 	Name:  Jesse C. Galloway
	 	 
	 	Title:  Authorized Signatory


 


Signature Page


 




    	 



    	 



    

 


Exhibit B


 


Form of Promissory Note


 


(see attached)