EXHIBIT 10.18.2
SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
THIS SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "AMENDMENT")
is made as of the 23rd day of July, 2004, by and between ASHFORD HOSPITALITY
LIMITED PARTNERSHIP, a Delaware limited partnership ("PURCHASER"), and DUNN
FAMILY ASSOCIATES, LLP, an Indiana limited liability partnership, HOTEL
INVESTMENT, LLC, an Indiana limited liability company, ENCORE HOTELS OF
BLOOMINGTON, INC., an Indiana corporation, ENCORE HOTELS OF TERRE HAUTE, LLC, an
Indiana limited liability company, ENCORE RESIDENTIAL HOTEL OF EVANSVILLE, LLC,
an Indiana limited liability company, ENCORE HOTELS OF COLUMBUS, LLC, an Indiana
limited liability company, ENCORE HOTELS OF HORSE CAVE, LLC, a Kentucky limited
liability company, ENCORE HOTELS OF PRINCETON II, LLC, an Indiana limited
liability company, and ENCORE DUNN HOSPITALITY GROUP, LLC, an Indiana limited
liability company (collectively, "SELLER").
RECITALS
A. Seller and Purchaser have entered into that certain Agreement of
Purchase and Sale dated as of May 19, 2004, as amended by that certain First
Amendment to Agreement of Purchase and Sale dated July 1, 2004, executed by
Purchaser and Seller (collectively, the "PURCHASE AGREEMENT"), which provides,
among other things, for the Purchaser's purchase of the Property from the
Seller.
B. Seller and Purchaser wish to modify and amend the Purchase Agreement
(as amended, the "AGREEMENT") as hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants provided herein
and for other good and valuable consideration, the receipt and sufficiency of
which Seller and Purchaser hereby acknowledge, Seller and Purchaser hereby agree
as follows:
1. Definitions. Capitalized terms not otherwise defined in this Amendment
shall have the meanings given to them in the Purchase Agreement.
2. Study Period. The Study Period is hereby extended fourteen (14) days,
expiring 5:00 pm Dallas, Texas time on Monday, August 9, 2004 (the "EXTENDED
STUDY PERIOD"). Any rights of Purchaser to terminate the Agreement prior to the
expiration of the Study Period or to make Purchaser Objections are hereby
extended by the Extended Study Period. The foregoing shall not operate to limit
any other right of Purchaser to terminate the Agreement pursuant to any other
provision expressly set forth in the Agreement.
3. Amendment. The Agreement, as hereby amended, is hereby ratified and
confirmed and shall continue in full force and effect.
4. Counterparts. The parties hereto may execute this Amendment in one or
more identical counterparts, all of which when taken together will constitute
one and the same instrument. Copied or telecopied signatures may be attached
hereto and shall have the same binding and legal effect as original signatures.
[Signature Pages to Follow]
IN WITNESS WHEREOF, Seller and Purchaser have caused this Amendment to be
executed effective as of the date first above written.
SELLER:
DUNN FAMILY ASSOCIATES, LLP, an Indiana
limited liability partnership
By: /s/ JOHN M. DUNN
------- ----------------
Name: John M. Dunn
Title: Manager
Date of Execution: July 23, 2004
HOTEL INVESTMENT, LLC, an Indiana
limited liability company
By: /s/ JOHN M. DUNN
---------------------------
Name: John M. Dunn
Title: Manager
Date of Execution: July 23, 2004
ENCORE HOTEL OF BLOOMINGTON, INC.,
an Indiana corporation
By: /s/ JOHN M. DUNN
---------------------
Name: John M. Dunn
Title: President
Date of Execution: July 23, 2004
ENCORE HOTEL OF TERRE HAUTE, LLC, an
Indiana limited liability company
By: /s/ JOHN M. DUNN
------------------------------
Name: John M. Dunn
Title: Manager
Date of Execution: July 23, 2004
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ENCORE RESIDENTIAL HOTEL OF EVANSVILLE, LLC,
an Indiana limited liability company
By: /s/ JOHN M. DUNN
----------------------------
Name: John M. Dunn
Title: Manager
Date of Execution: July 23, 2004
ENCORE HOTEL OF COLUMBUS, LLC, an Indiana
limited liability company
By: /s/ JOHN M. DUNN
----------------------------
Name: John M. Dunn
Title: Manager
Date of Execution: July 23, 2004
ENCORE HOTEL OF HORSE CAVE, LLC,
a Kentucky limited liability company
By: /s/ JOHN M. DUNN
----------------------------
Name: John M. Dunn
Title: Manager
Date of Execution: July 23, 2004
ENCORE HOTEL OF PRINCETON II, LLC, an
Indiana limited liability company
By: /s/ JOHN M. DUNN
----------------------------
Name: John M. Dunn
Title: Manager
Date of Execution: July 23, 2004
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ENCORE DUNN HOSPITALITY GROUP, LLC,
an Indiana limited liability company
By: /s/ JOHN M. DUNN
--------------------------------
Name: John M. Dunn
Title: Manager
Date of Execution: July 23, 2004
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PURCHASER:
ASHFORD HOSPITALITY LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Ashford OP General Partner LLC,
a Delaware limited liability company
By: /s/ DAVID A. BROOKS
----------------------------------
David A. Brooks
Vice President
Date of Execution: July 23, 2004
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