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EXHIBIT 10.3
August 7, 1996
Thomas Keltner
Senior Vice President
Promus Hotels, Inc.
785 Crossover Lane, Suite 141
Memphis, Tennessee 38117
Re: Agreement of Purchase and Sale between WINN Limited Partnership
("Purchaser") and Promus Hotels, Inc. ("Seller") dated April
24, 1996, as amended by letter agreement dated May 21, 1996,
agreed to by Seller on May 29, 1996 (collectively "the
Agreement") relative to the Purchase and Sale of that certain
Homewood Suites hotel located on Bay Area Boulevard, Houston,
Texas ("the Property")
Dear Mr. Keltner:
This letter shall serve as an amendment to the Agreement. All
capitalized terms defined in the Agreement shall have the same meanings as
defined therein when used herein. The Stock Purchase Agreement has been or will
be amended such that on the Closing Date Seller shall purchase common stock
directly from Winston Hotels, Inc., the general partner of Purchaser, in the
amount of $1,500,000.00, rather than $3,000,000.00 as originally stated in the
Agreement. Article III, Paragraph B of the Agreement is hereby expressly
amended in accordance with the foregoing.
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Upon the execution hereof by Purchaser and Seller at the places
indicated below, this shall constitute an amendment to the Agreement in
accordance with Article XV, Paragraph A thereof.
Sincerely,
BROWN & BUNCH
William W. Bunch, III
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Agreed to as expressly set forth above.
Purchaser:
WINN Limited Partnership
By: Winston Hotels, Inc.,
Sole General Partner
By: /s/ Robert W. Winston, III (SEAL)
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Robert W. Winston, III, President
Seller:
Promus Hotels, Inc.
By: /s/ Thomas Keltner (SEAL)
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Thomas Keltner, Senior Vice President
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[BROWN & BUNCH LETTERHEAD]
May 21, 1996
Federal Express
Ronald Halpern, Esquire
Promus Hotels, Inc.
Deputy General Counsel, Vice President
785 Crossover Lane, Suite 141
Memphis, Tennessee 38117
Re: Agreement of Purchase and Sale dated April 24, 1996
between WINN Limited Partnership ("Purchaser") and
Promus Hotels, Inc. ("Seller") relative to the purchase
and sale of the Homewood Suites Hotel located at 401
Bay Area Boulevard, Houston, Texas ("the Houston
Contract")
and
Agreement of Purchase and Sale dated April 24, 1996
between WINN Limited Partnership ("Purchaser") and
Promus Hotels, Inc. ("Seller") relative to the purchase
and sale of Homewood Suites Hotels to be constructed
in Richmond, Virginia, BWI, Baltimore, Maryland and
Dallas-Market Center, Texas ("the Development Hotels
Contract")
Dear Ron:
This letter is to confirm our telephone conversation of earlier this
morning and to amend the Houston Contract and the Development Hotels Contract as
expressly set forth hereinafter. As you are aware, I represent the Purchaser
relative to the Houston Contract and the Development Hotels Contact and I have
express authorization from the Purchaser to enter into this amendment to such
contracts on behalf of the Purchaser.
This is to confirm that the Purchaser and Seller have agreed that the
Feasibility Period defined in the Houston Contract is hereby amended and
extended until and through July 1, 1996 and that the Feasibility Period defined
in the Development Hotels Contract is hereby amended and extended until and
through August
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May 21, 1996
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1, 1996. Upon execution of this letter by an authorized officer of Promus
Hotels at the place indicated below, the Houston Contract and the Development
Hotels Contract shall be amended in accordance with the immediately preceding
sentence.
I have enclosed duplicate originals of this letter for execution by
Promus Hotels, Inc. Please return an original of this letter agreement
executed by Promus Hotels, Inc. to me as soon as possible. Thank you for your
assistance in this matter.
Sincerely,
BROWN & BUNCH
/s/ William W. Bunch, III
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William W. Bunch, III
Agreed to by Promus Hotels, Inc. for the purpose of amending the
Houston Contract and the Development Hotels Contract and extending the
Feasibility Period under each such contract as expressly set forth
hereinbefore. This is the 29th day of May, 1996.
Promus Hotels, Inc.
By: /s/ Terry O'Malley
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Name: Terry O'Malley
Title: Vice President, Development
cc: Joe Green
Mark Murphy, Esquire