Exhibit 10.3
CWI RALEIGH HOTEL, LLC
c/o Watermark Capital Partners, LLC
272 E. Deerpath Road, Suite 320
Lake Forest, Illinois
June 19, 2013
Noble Raleigh Associates, LLC
c/o Noble Investment Group, LLC
2000 Monarch Tower
3424 Peachtree Road
Atlanta, GA 30326
Attention: Mark K. Rafuse
Morris, Manning & Martin, LLP
1600 Atlanta Financial Center
3343 Peachtree Road, N.E.
Atlanta, GA 30326
Attention: G. Brian Butler, Esq.
Re: Purchase and Sale Agreement dated May 29, 2013, by and between Noble Raleigh Associates, LLC, a Georgia limited liability company (“Seller”), and CWI Raleigh Hotel, LLC, a Delaware limited liability company (“Purchaser”) as amended by that certain First Amendment to Purchase and Sale Agreement dated June 3, 2013 (collectively, the “Agreement”) relating to the hotel currently known as The Raleigh Marriott City Center Hotel and Conference Center
Gentlemen:
This letter agreement (this “Letter Agreement”) is entered into to confirm the agreement of the Parties concerning certain matters relating to the New Hotel Franchise and Starbucks License Approval. All capitalized terms not expressly defined in this Letter Agreement shall have the meanings given such terms in the Agreement.
The Parties hereby agree as follows:
1. New Hotel Franchise. The second sentence of Section 8.9.1(a) of the Agreement is hereby amended by deleting therefrom the phrase “(but in no event later than June 19, 2013)” and inserting in place thereof the phrase “(but in no event later than June 28, 2013)”.
2. No Further Modification. Except as modified hereby, the Agreement shall remain in full force and effect, and as modified hereby, the Agreement is ratified and confirmed in all respects.
3. Representations and Warranties. Seller and Purchaser each hereby represent and warrant that it has full right, power and authority to enter into this Letter Agreement and that
the person executing this Letter Agreement on behalf of Seller and Purchaser, respectively, is duly authorized to do so.
4. Counterparts; Electronic Signatures. This Letter Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which when taken together shall constitute one and the same instrument. An executed facsimile or .pdf of this Letter Agreement may be relied upon as having, and shall be deemed to have, the same force and effect as an original.
5. Governing Law. This Amendment shall be governed by the laws of the State of North Carolina, without giving effect to any principles regarding conflict of laws.
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Please acknowledge your agreement to the terms of this Letter Agreement by having a duly authorized person countersign this Letter Agreement on behalf of Seller and return it to me at your earliest convenience.
| Sincerely, |
| |
| PURCHASER: |
| |
| CWI RALEIGH HOTEL, LLC, |
| a Delaware limited liability company |
| | |
| | |
| By: | /s/ Michael G. Medzigian |
| | Name: Michael G. Medzigian |
| | Title: CEO and President |
Agreed to and acknowledged this 19th day of June, 2013.
SELLER:
NOBLE RALEIGH ASSOCIATES, LLC,
a Georgia limited liability company
By: | NOBLE RALEIGH GP, LLC, | |
| a Georgia limited liability company, its Manager | |
| | |
| | |
| By: | /s/ James E. Conley, Jr. | |
| | James E. Conley, Jr., Vice President | |
cc: | Paul Hastings LLP |
| 515 South Flower Street, 25th Floor |
| Los Angeles, CA 90071 |
| Attn: Rick S. Kirkbride, Esq. |
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