ARC HOSP - Exhibit 10.6 - Q2 2015






Exhibit 10.6
	
	
	AMERICAN REALTY CAPITAL HOSPITALITY PORTFOLIO SMT, LLC

	c/o American Realty Hospitality Trust, Inc.

	 405 Park Avenue

	New York, NY 10022






July 15, 2015






Summit Hotel OP, LP
Each of the Sellers listed on Schedule 1 c/o Summit Hotel Properties, Inc.
12600 Hill Country Blvd, Suite R-100
Austin, Texas 78738




Reference is made to that certain Real Estate Purchase and Sale Agreement, dated June 2,
2015 (the “Agreement”), by and among the sellers listed on Schedule 1 thereto, Summit Hotel OP, LP and American Realty Capital Hospitality Portfolio SMT, LLC.  Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.




Sellers and Purchaser desire to include certain additional terms, as well as modify certain provisions, within the Agreement, and have agreed to amend the Agreement to reflect such additions and modifications on the terms and conditions set forth in this Amendment.




Accordingly, we hereby agree with you as follows and the Agreement shall be deemed amended in accordance with Section 14.4 thereof:




		
	1.
	Amendment to Section 2.1.1.  Section 2.1.1 of the Agreement is hereby amended and restated as follows:   “Within Three Business Days following the Effective Date, Sellers, Purchaser and a duly authorized representative of Title Insurer (“Escrowee”) shall  execute Deposit  Escrow  Instructions  in  the form  attached hereto as Exhibit B (the “Deposit Escrow Instructions”) and concurrently therewith, Purchaser shall deliver to Escrowee earnest money in the amount of


$7,420,473 (the “Initial Deposit”), subject to the terms of this Agreement.  If Purchaser  elects,  in  its  sole  and  absolute  discretion,  to  proceed  with  the transactions contemplated by this Agreement, then, (x) on or before 5:00 p.m., New York time, on the last day of the Due Diligence Period, Purchaser shall deliver to Escrowee a wire transfer in immediately available federal funds in the amount equal to $3,710,237 and (y) on or before 5:00 p.m. New York time, on July 28, 2015 an amount equal to $14,947,799 (the amounts referred to in clauses











(x) and (y) above being hereafter referred to as the “Additional Deposit”).  The term “Deposit” shall mean the Initial Deposit and the Additional Deposit, if any, and shall include interest earned thereon.  The Deposit shall be allocated among each of the Hotel Assets in accordance with the relative Allocated Purchase Prices of such Hotel Assets (each, an “Allocated Deposit”).  If any such Hotel Asset becomes an Excluded Title Asset, Excluded Casualty Asset, Excluded ROFO/ROFR Asset or Excluded Representation Asset pursuant to the terms of this Agreement, then the Allocated Deposit for such Excluded Title Asset, Excluded Casualty Asset, Excluded ROFO/ROFR Asset or Excluded Representation Asset (and the interest thereon) shall be promptly paid over to
Purchaser.”


		
	2.
	Amendment to Section 8.1.3.  The first sentence of Section 8.1.3 of the Agreement is hereby amended to read as follows:  “Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall have the period


commencing on the Effective Date and expiring at 5:00 p.m. New York time on July 21, 2015 (the “Due Diligence Period”) during which to determine that either (i) Purchaser has determined to proceed with the transactions contemplated hereby (subject to the terms of this Agreement) or (ii) Purchaser has determined
to terminate this Agreement in its entirety pursuant to this Section 8.1.3.”




		
	3.
	Counterpart Originals.  This letter agreement may be executed in several counterparts, each of which shall be deemed an original, and such counterparts shall together constitute one and the same agreement.

















Please confirm your agreement with the foregoing by signing and returning the enclosed execution counterpart of this letter.
	
					
	 
	Very truly yours,
	 
	 

	 
	 
	 
	 
	 

	 
	AMERICAN REALTY CAPITAL HOSPITALITY PORTFOLIO SMT, LLC
	 

	 
	 
	By: /s/ Jonathan P. Mehlman           

	 
	 
	Name: Jonathan P. Mehlman

	 
	 
	Title: CEO and President

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	AGREED AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN:


SUMMIT HOTEL OP, LC
	 
	 
	 

	{Individually and in accordance with Section 14.20 of the Agreement on behalf of each Seller}
	 
	 
	 

	 
	 
	 
	 
	 

	By: SUMMIT HOTEL GP,
	 
	 
	 

	       LLC, its general partner
	 
	 
	 

	 
	 
	 
	 

	By: SUMMIT HOTEL PROPERTIES,
	 
	 
	 

	       INC., its sole member
	 
	 
	 

	 
	 
	 
	 

	By: /s/ Christopher Eng                         
	 
	 
	 

	Name: Christopher Eng


Title Secretary
	 
	 
	 

	Acknowledged and agreed as of the date first written above for the purposes of the Deposit Escrow Instructions only:


CHICAGO TITLE INSURANCE COMPANY
	 
	 

	 
	 
	 
	 
	 

	By: /s/ Sharonkay T. Hughes                        
	 
	 
	 

	Name: Sharonkay T. Hughes


Title: Assistant Vice President
	 
	 
	 

	 
	 
	 
	 
	 

















Schedule 1






Sellers/Hotels








	
				
	Count
	Owner
	State of Formation
	Location

	1
	Summit Hospitality I, LLC

	Delaware
	Hampton Inn - Medford, OR

	1
	Summit Hotel OP, LP
	Delaware
	DoubleTree - Baton Rouge, LA

	1
	Summit Hospitality I, LLC

	Delaware
	Fairfield Inn & Suites - Baton Rouge, LA

	1
	Summit Hospitality I, LLC

	Delaware
	Springhill Suites - Baton Rouge, LA

	1
	Summit Hospitality I, LLC

	Delaware
	TownePlace Suites - Baton Rouge, LA

	1
	Summit Hotel OP, LP

	Delaware
	Hampton Inn & Suites - El Paso, TX

	1
	Summit Hotel OP, LP

	Delaware
	Hampton Inn - Ft. Wayne, IN

	1
	Summit Hospitality I, LLC

	Delaware
	Residence Inn - Ft. Wayne, IN

	1
	Summit Hotel OP, LP

	Delaware
	Courtyard - Flagstaff, AZ

	1
	Summit Hotel OP, LP

	Delaware
	Springhill Suites - Flagstaff, AZ

	1
	Summit Hospitality I, LLC

	Delaware
	Fairfield Inn & Suites - Spokane, WA

	1
	Summit Hospitality I, LLC

	Delaware
	Fairfield Inn & Suites - Denver, CO

	1
	Summit Hotel OP, LP

	Delaware
	Springhill Suites - Denver, CO

	1
	Summit Hospitality I, LLC

	Delaware
	Hampton Inn - Ft. Collins, CO

	1
	Summit Hospitality I, LLC

	Delaware
	Fairfield Inn & Suites - Bellevue, WA

	1
	Summit Hotel OP, LP

	Delaware
	Hilton Garden Inn - Ft. Collins, CO

	16
	 
	 
	 















































































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