EXHIBIT 10.23
AMENDED AND RESTATED MASTER AGREEMENT
THIS AMENDED AND RESTATED MASTER AGREEMENT (this "AGREEMENT") is made
and entered into as of this 24th day of January, 2001, by and among PMC
COMMERCIAL TRUST and its subsidiaries, PMCT Sycamore, L.P., PMCT Macomb, L.P.,
PMCT Marysville, L.P., and PMCT Plainfield, L.P. (collectively, the "LESSOR"),
AMERIHOST PROPERTIES, INC. doing business as ARLINGTON HOSPITALITY, INC.
("ARLINGTON") and ARLINGTON INNS, INC. formerly AMERIHOST INNS, INC. (the
"LESSEE").
This Amended and Restated Master Agreement amends, restates, supercedes
and replaces that certain: (i) Master Agreement dated June 30, 1998 by and among
PMC Commercial Trust, Amerihost Properties, Inc. and Amerihost Inns, Inc; (ii)
Master Agreement dated March 23, 1999 by and among PMCT Sycamore, L.P.,
Amerihost Properties, Inc. and Amerihost Inns, Inc.; (iii) Master Agreement
dated March 23, 1999 by and among PMCT Macomb, L.P., Amerihost Properties, Inc.
and Amerihost Inns, Inc.; (iv) Master Agreement dated March 5, 1999 by and among
PMCT Marysville, L.P., Amerihost Properties, Inc. and Amerihost Inns, Inc.; and
(v) Master Agreement dated March 5, 1999 by and among PMCT Plainfield, L.P.,
Amerihost Properties, Inc. and Amerihost Inns, Inc. (collectively, the "MASTER
AGREEMENTS").
RECITALS
WHEREAS, the Lessor owns those certain twenty-nine (29) hotels (the
"HOTELS") listed on Exhibit "A" dated January 24, 2001, attached hereto;
WHEREAS, Lessor has previously leased the Hotels to Lessee;
WHEREAS, Arlington is a guarantor of the Lessee's obligation to pay
rent under the Property Leases (as hereinafter defined), on the terms and
conditions set forth therein; and
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WHEREAS, the parties hereto desire to enter into this Amended and
Restated Master Agreement to set forth their agreement to amend and restate
provisions of the Master Agreements and other matters set forth herein.
AGREEMENTS
NOW, THEREFORE, in consideration of the foregoing premises, the
representations, warranties and covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Unless the context otherwise requires, (a) all capitalized terms not
otherwise defined herein shall have the meanings set forth in the Property
Leases, (b) references to the singular shall include the plural and vice versa,
(c) references to designated "Articles," "Sections" or other subdivisions are
references to the designated Articles, Sections or other subdivisions of this
Agreement, (d) all accounting terms not otherwise defined herein shall have the
meanings assigned to them in accordance with GAAP and (e) the words "herein,"
"hereof," and "hereunder" and other words of similar import refer to this
Agreement as a whole and not to any particular Article, Section or other
subdivision.
ARTICLE II
LEASING OF HOTELS AND RENEWAL OF LEASES
2.1 Hotels. The Lessor and the Lessee have entered into an individual
lease in the form attached hereto as Exhibit "B" (the "PROPERTY LEASE") for each
of the Hotels at the rents specified
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on Exhibit "C" dated January 24, 2001 attached hereto, which Exhibit "C" is
initialed by Lessor and Lessee.
2.2 Lease Renewal. Lessee and Lessor will each have the unilateral
right to extend the Property Leases and, consequently, this Agreement for the
first five-year option period as set forth in Section 2.4 of the Property
Leases. The first five-year option shall be exercised for all of the Property
Leases on the then remaining Hotels as a group and not individually. Thereafter,
Lessee only shall have the unilateral right to extend the Property Leases and
this Agreement for a second five-year option period, however such option shall
be on an "all or none" basis (i.e. the Property Leases on all of the then
remaining Hotels shall be extended or none extended). In addition, Lessee is
hereby granted a third option to extend the Property Leases and this Agreement
for the period from June 30, 2018 to September 30, 2020 for all of the Property
Leases on the then existing Hotels and this Agreement on an "all or none" basis.
This Section 2.2 supercedes and replaces the existing renewal provisions
contained in Section 2.4 of each Property Lease.
ARTICLE III
RENT
So long as this Agreement remains in effect, Lessee promises to pay to
Lessor, in lawful money of the United States of America, in immediately
available funds, rents in the amount specified below:
3.1 Base Rent. Effective as of the date hereof, Lessee shall pay to
Lessor the annual rent (the "Base Rent") in the amount of $7,010,000.00, which
shall be payable in equal monthly installments and shall continue until adjusted
(i) as provided in the Property Leases; (ii) with the sale
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of Hotels; or (iii) pursuant to Section 3.2 hereof. The Base Rent shall be paid
monthly in advance in the manner set forth in Section 3.1 of the Property
Leases.
3.2 Rent Increases. Base Rent for all of the Hotels will be increased
by 0.25% multiplied by the sum of the assigned values of all Hotels (the "TOTAL
ASSIGNED VALUE") as reflected on Exhibit "E" attached hereto, commencing June
30, 2001 (eg. $70,100,000 X 0.0025 = $175,250, which sum represents the amount
of the increase to Base Rent). A second increase of 0.25% multiplied by the
Total Assigned Value will be effective commencing June 30, 2002. A third
increase of 0.25% multiplied by the Total Assigned Value will be effective June
30, 2003. A fourth increase of 0.25% multiplied by the Total Assigned Value will
be effective June 30, 2004. These increases are to be applied prior, and in
addition to, the application of any increase resulting from Consumer Price Index
adjustments as provided for in Section 3.2 of the Property Leases.
ARTICLE IV
RESERVES
4.1 Reserves. (a) Lessee shall deposit monthly during the Lease Term,
including any extensions thereof, (on or before the 15th day of the subsequent
month) into the Capital Expenditure Reserve Account held by Lessor an amount
which is equal to two percent (2%) of Room Revenues for all Hotels for the prior
month. Commencing January 1, 2001, and each year thereafter, $2,000 per year/per
Hotel for parking lot replacement and $1,000 per year/per Hotel for roof
replacement will initially be allocated from any balance then held in the
Capital Expenditure Reserve Account and thereafter shall be allocated as funds
are received. Expenses for parking lot and roof replacement in excess of the
funds set aside for those purposes shall be paid from the remaining funds in the
Capital Expenditure Reserve Account on a property by property basis.
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(b) Lessee shall also deposit monthly during the Lease Term (on or
before the 15th day of the subsequent month) into the FF&E Reserve Account held
by Lessor an amount equal to two percent (2%) of the Room Revenues for all
Hotels for the prior month. In addition, any monies held by Lessee in the FF&E
Reserve Account as of January 31, 2001 must be paid to Lessor to be held in
escrow and disbursed in accordance with Section 4.1(d) herein and the relevant
provisions of the Property Leases.
(c) For the Hotels in Sycamore, IL; Macomb, IL, Marysville, OH; and
Plainfield, IN; the deposits required to be made in 4.1(a) and 4.1(b) shall be
reduced by the amount deposited directly by Arlington with the respective lender
for these four (4) Hotels.
(d) FF&E disbursement requests received by Lessor shall be released
within two (2) business days of request by Lessee provided disbursement requests
are in accordance with the requirements of the Property Lease and are properly
documented. After review, any disputed items will be reimbursed in accordance
with the terms of the Property Lease.
(e) Lessee is to maintain a minimum aggregate reserve in the Capital
Expenditure Reserve Account (including the parking lot and roof allocations) and
FF&E Reserve Account combined of no less than $30,000 per Hotel. However, for
the Hotels in Sycamore, IL; Macomb, IL; Marysville, OH; and Plainfield, IN; the
minimum aggregate reserve in the Capital Expenditure Reserve Account and the
FF&E Reserve Account shall be reduced by the balance then on deposit with the
respective lender for these four (4) Hotels for the benefit of Arlington.
(f) At the end of the Lease Term, including extensions thereof, to the
extent the Hotels are not kept in "B+" condition in accordance with Cendant
quality assurance standards (or if the Hotels
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are under another national franchise, then their standards), any funds in the
Capital Expenditure Reserve Account (including the parking lot and roof
allocations) or FF&E Reserve Account can be used by the Lessor in their sole
discretion to cure the issues noted on the respective quality assurance reports.
ARTICLE V
ESCROW
Section 5.1 Escrow. Lessor hereby acknowledges holding in escrow (the
"ESCROW") the sum of $1,168,333.33 (the "ESCROW FUNDS"), representing an amount
equivalent to two months' Base Rent under all Property Leases. The Escrow Funds
shall be invested in "Qualified Investments." The Lessor shall cause earnings
thereon to be remitted annually to the Lessee not later than the first day of
February of each year in which the Escrow is maintained, provided that an Event
of Default has not occurred and is then continuing under any Property Lease.
Notwithstanding the foregoing provision, the Lessee shall have the option from
time to time, as a substitute for cash, upon reasonable notice to the Lessor, to
provide a letter of credit (the "LETTER OF CREDIT") in favor of the Lessor in
the amount of the Escrow Funds, in form and substance, and issued by an issuer,
reasonably acceptable to the Lessor.
Section 5.2 Coverage Ratio. The Escrow hereby created shall continue
until such date that the aggregate ratio of Net Operating Income of all Hotels
to the aggregate Base Rent of all Hotels (such rent coverage ratio hereinafter
called the "RCR"). as of the first day of each quarter during the term of the
Escrow, on a trailing 12-month basis commencing on December 31, 1999 shall equal
or exceed a ratio of 1.25 to 1.0. Lessor shall have the right to draw on the
Escrow Funds
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upon the occurrence of an Event of Default by the Lessee in the payment of Base
Rent to the extent necessary to cure the shortfall in payment of Base Rent and
Lessee must replenish the Escrow within two (2) business days after written
notice from Lessor.
Section 5.3 Financial Reports. During the term of this Agreement, the
Lessee shall provide detailed monthly statements to the Lessor within forty-five
(45) days of each fiscal period outlining financial results for the Hotels
during the accounting period and year-to-date, compared to the previous fiscal
year and budget. Annual financial consolidating statements shall be sent to the
Lessor not later than one hundred twenty (120) days after the end of the
Lessee's fiscal year. The Lessee agrees timely to provide financial data and to
cooperate fully with the Lessor in connection with prompt quarterly and annual
reconciliations of the monthly payments of Base Rent with the Net Operating
Income for equivalent periods.
Section 5.4 Termination of Escrow. Within ten (10) days after the
submission of evidence reasonably satisfactory to the Lessor that the RCR has
been achieved, the Lessor shall remit the Escrow Funds, together with earnings
thereon, if any, or return the Letter of Credit, as the case may be, to the
Lessee and the appropriate Escrow created hereunder shall be closed and of no
further force and effect.
ARTICLE VI
ARLINGTON GUARANTY
Arlington hereby executes this Agreement to acknowledge and reaffirm,
among other things, its guaranty to the Lessor of the prompt and complete
payment of the Base Rent and Additional Rent under the Property Leases pursuant
to those certain Guaranties executed by Arlington dated: (i) June
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30, 1998 for the benefit of PMC Commercial Trust; (ii) March 23, 1999 for the
benefit of PMCT Sycamore, L.P.; (iii) March 23, 1999 for the benefit of PMCT
Macomb, L.P.; (iv) March 5,1999 for the benefit of PMCT Plainfield, L.P.; and
(v) March 5, 1999 for the benefit of PMCT Marysville, L.P., attached hereto as
Exhibit "D" (the "GUARANTIES"); it being expressly understood and agreed that
these are continuing Guaranties, and that the obligation of Arlington is and
continues to be absolute under any and all circumstances. Arlington hereby
consents to the amendment and restatement of the Master Agreements pursuant
hereto and agrees that its obligations under the Guaranties continue to be in
full force and effect, enforceable against Arlington in accordance with their
respective terms.
ARTICLE VII
NON-COMPETITION
If Arlington, or anyone else, commences construction on a new hotel
with the AmeriHost brand ("AMERIHOST PROPERTY") within a fifteen (15) mile
radius (the "AREA OF NON-COMPETITION") of any Hotel owned by Lessor (the
"AFFECTED PROPERTY"), Lessor will agree to waive the Area of Non-Competition for
that Affected Property only if Arlington offers in writing to purchase the
Affected Property within thirty (30) days of actual knowledge of a violation of
the Area of Non-Competition and an additional property of Lessor's choice (the
"ADDITIONAL PROPERTY") under the terms and conditions contained herein. Lessor
may choose to sell to Arlington only the Affected Property, only the Additional
Property, both properties or neither property. If Lessor accepts one or both
offers, Lessor's acceptance or rejection of the offers shall be communicated to
Arlington in writing within thirty (30) days after receipt of such offers and
the sale of the Affected Property and/or the Additional Property must be closed
within twelve (12) months after the certificate of
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occupancy ("C.O.") is issued for that newly constructed AmeriHost Property.
Arlington may, but will not be required to purchase the Additional Property if
the Affected Property has a twelve (12) month trailing room revenue of less than
$10,000 per room. In addition, only if Arlington's net worth is less than $15
million at six months after the C.O. is issued for the newly constructed
AmeriHost Property and the sale or sales have not already been consummated, then
Arlington shall be required to deposit with Lessor ten percent (10%) of the
aggregate purchase price (the "XXXXXXX MONEY") for the Affected Property and the
Additional Property, as the case may be, and shall close the transaction or
transactions within twelve (12) months of the C.O. being issued for the newly
constructed AmeriHost Property or forfeit the Xxxxxxx Money, or the applicable
portion thereof, to Lessor. The term "construction" shall include the
construction of any new AmeriHost Property or the conversion of an existing
property to the AmeriHost brand. In the case of a conversion, the purchase of
the Affected Property and/or the Additional Property as requested above shall
close within twelve (12) months of completion of the conversion or be deemed an
Event of Default pursuant to Article VIII hereof. Notwithstanding any agreements
between the parties contained herein, Arlington admits no liability and Lessor
waives no rights with respect to the issue of the Area of Non-Competition as set
forth in the Master Agreements. This Article VII shall survive and continue
beyond the termination of the sale and purchase obligations of the parties
contained in Article X.
ARTICLE VIII
DEFAULT
Section 8.1 Event of Default. An Event of Default (herein so called)
shall exist under this Agreement if any of the following occur:
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(a) Base Rent Payment. Lessee breaches any of its obligations to pay
Base Rent as provided in Section 3.1 hereof and in Sections 3.1 and 3.2 of any
of the Property Leases subject to any notice and cure periods contained in the
Property Leases.
(b) Capital Expenditure Reserve Account. A breach by Lessee of its
obligation to fund and maintain the minimum required aggregate amounts in the
Capital Expenditure Reserve Account as provided in Section 4.1(a) hereof and
Section 3.7(d) of the Property Leases subject to any notice and cure periods
contained in the Property Leases.
(c) FF&E Reserve Account. A breach by Lessee of its obligation to
create, fund, and maintain the minimum required aggregate amounts in the FF&E
Reserve Account as provided in Section 4.1(b) hereof and Section 3.7(f) of the
Property Leases subject to any notice and cure periods contained in the Property
Leases.
(d) Failure of Lessee to replenish the Escrow within two (2) business
days after written notice from Lessor.
(e) Failure of Arlington to honor the terms of the Guaranties.
(f) A default by Arlington under this Agreement (including, but not
limited to, a failure to offer to purchase an Affected Property and Additional
Property or to consummate the purchases as required pursuant to Article VII
herein) or any promissory notes due Lessor will be deemed a "monetary" default
under the Property Leases and this Agreement. Arlington shall have fifteen (15)
days from notice of default from Lessor to cure such default unless a shorter
cure period exists pursuant to this Agreement or the Property Leases.
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8.2 Remedies. Upon the occurrence of an Event of Default, Lessor shall
have the right to terminate this Agreement upon ten (10) days written notice to
Lessee (which ten (10) day notice period shall run concurrently with any notice
and cure periods contained in the Property Leases); in which event Lessor shall
have all the rights and remedies as set forth in Section 12.2 of the Property
Leases and this Agreement.
ARTICLE IX
MISCELLANEOUS
Section 9.1 Modification, Amendments and Waivers. No modification,
amendment or waiver of any provision of this Agreement shall be effective unless
the same is in a writing signed by all parties to this Agreement.
Section 9.2 Notices. All notices and other communications pursuant to
this Agreement shall be in writing and personally served or mailed as provided
in the Property Leases.
Section 9.3 Successors and Assigns. The provisions of this Agreement
shall be binding upon the parties hereto and all of their successors and assigns
and inure to the benefit of the parties hereto and their permitted successors
and assigns.
Section 9.4 Termination. This Agreement shall terminate at such time as
all of the Property Leases have terminated, except that the Escrow created under
Article V and the Guaranties referenced in Article VI shall terminate on the
terms and conditions therein provided.
Section 9.5 Governing Law. This Agreement shall be governed by the laws
of the State of Texas, without giving effect to the principles of conflicts of
law thereof.
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Section 9.6 Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall be an original, with the same force and effect
as if the signatures thereto and hereto were upon the same instrument.
Section 9.7 Waiver. Each party waives, to the extent permitted by
applicable law, any right to a trial by jury in any proceedings brought by
either party to enforce the provisions of this Agreement.
Section 9.8 Time of the Essence. Time is of the essence of this
Agreement.
Section 9.9 Arlington and Lessee will not object to any transfer of
assets, merger, consolidation or sale of Hotels among Lessor and its affiliates
as long as such transaction does not affect Arlington's or Lessee's rights or
obligations under the Property Leases or this Agreement or any amendments or
modifications thereto.
Section 9.10 To the extent any terms or provisions contained in this
Agreement conflict with any terms or provisions contained in the Property
Leases, this Agreement shall govern.
ARTICLE X
PROPERTY PURCHASES
10.1 Initial Property Purchase. Arlington has the option to buy one
Hotel of its choice and another Hotel which Lessor chooses, with both purchases
(the "INITIAL PURCHASE OPTION") to be closed by June 5, 2001. Lessor has
identified the first property it selects to be the AmeriHost Inn, Hudsonville,
Michigan (the "FIRST SELECTION").
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(a) If Arlington completes the Initial Purchase Option by the deadline
described above, the rent increase set forth in Section 3.2 effective
June 30, 2001 will not go into effect and be null and void.
10.2 Second Purchase. Arlington has a second option to buy one Hotel of
its choice and another Hotel which Lessor chooses, with both purchases (the
"SECOND PURCHASE OPTION") to be closed by June 5, 2002. Lessor will identify the
second property it selects to be purchased by Arlington (the "SECOND SELECTION")
at the closing of the First Selection.
(a) If Arlington completes both the Initial Purchase Option and the
Second Purchase Option by their respective deadlines described above,
the rent increase set forth in Section 3.2 effective June 30, 2002
will not go into effect and be null and void.
10.3 Third Purchase. Arlington has a third option to buy one Hotel of
its choice and one Hotel Lessor chooses, with both purchases (the "THIRD
PURCHASE OPTION") to be closed by June 5, 2003. Lessor will identify the third
property it selects to be purchased by Arlington (the "THIRD SELECTION") at the
closing of the Second Selection. In any event, Arlington must have closed its
purchase of the First Selection before it may buy a property of its choice under
the Third Purchase Option.
(a) If Arlington completes the Initial Purchase Option, the Second
Purchase Option and the Third Purchase Option by their respective
deadlines described above, the rent increase set forth in Section 3.2
effective June 30, 2003 will not go into effect and be null and void.
10.4 Fourth Purchase. Arlington has a fourth option to buy one Hotel of
its choice and one Hotel which Lessor chooses, with both purchases (the "FOURTH
PURCHASE OPTION") to be closed by June 5, 2004. Lessor will identify the fourth
property it selects to be purchased by Arlington at the closing of the Third
Selection. In any event, Arlington must have closed on its purchase of the
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First Selection and Second Selection before it may buy a property of its choice
under the Fourth Purchase Option.
(a) If Arlington completes the Initial Purchase Option, the Second
Purchase Option, the Third Purchase Option and the Fourth Purchase
Option by their respective deadlines described above, the rent increase
set forth in Section 3.2 effective June 30, 2004 will not go into
effect and be null and void.
10.5 In the event that the Second Selection, Third Selection or Fourth
Selection is one of the Hotels located at either Sycamore, Illinois; Macomb,
Illinois; Marysville, Ohio; or Plainfield, Indiana and such selection or
selections do not close by the prescribed deadline, then an automatic six (6)
month extension to close the purchase of such property shall be granted. A six
(6) month extension of the corresponding dates for rent increases referenced in
Section 3.2 shall also be granted provided that: (i) Arlington is proceeding
diligently toward closing the purchases as may be independently confirmed and
determined by Lessor; and (ii) Arlington has advanced the sum of $200,000.00 to
Lessor as a non-refundable deposit on which no interest shall be paid and such
deposit shall be forfeited by Arlington if the corresponding purchase is not
closed by the appropriate deadline as extended.
10.6 Upon the sale of each Hotel chosen by Arlington including an
Affected Hotel described in Article VII, Lessor shall receive the Assigned Value
(hereinsocalled) for the Hotel as reflected on Exhibit "E" dated January 24,
2001 attached hereto and initialed by Lessor and Lessee plus $150,000. Upon the
sale of each Hotel chosen by Lessor, Lessor shall receive the Assigned Value for
the Hotel as reflected on Exhibit "E" attached hereto plus $125,000. All costs
from the sale of each Hotel are the sole responsibility of Arlington (i.e.,
Lessor is not responsible for any selling costs or for any upfront fees
including, but not limited to, title premiums, recording fees,
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prepayment penalties on related debt, assumption fees, or any tax or taxes
levied by any local or state taxing authorities).
10.7 Upon request, Lessor shall provide financing to Arlington for up
to three of the purchased Hotels, other than properties located in California,
upon the following terms:
Amount: 75% of sales price
Rate: Prime + 1% floating
Closing Costs: Arlington
Points: 1 1/2% of the loan amount due and payable on the first
anniversary of the note
Prepayment Penalty: Year 1 - none
Year 2 - 5 lockout
Year 6 and thereafter 2%
Other terms & conditions: Standard Lessor provisions
10.8 Upon the sale of a Hotel, Lessee shall receive a reduction in the
amount of Base Rent paid equal to the associated lease payment due for such
Hotel as indicated on Exhibit "E" attached hereto. In addition, 100% of the
combined Capital Expenditure Reserve Account and the FF&E Reserve Account and
the corresponding Base Rent in Escrow as well as any unused prepaid rent for
each Hotel sold are to be released to Arlington immediately after the closing of
each sale.
10.9 The purchase provisions of this Agreement shall terminate on
December 31, 2004 and no further obligation for Lessor to offer any Hotel for
sale under the above terms and conditions nor for Arlington to purchase any
Hotel under the above terms and conditions shall exist.
10.10 In the event that Arlington is ready and able to close any
selection or selections of Hotels by the deadline prescribed in Article X but
cannot solely as a result of Lessor's gross negligence or bad faith conduct,
then the rent increases set forth in Section 3.2 herein shall be postponed until
such time as Lessor allows or facilitates a closing by Arlington.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
LESSOR
PMC COMMERCIAL TRUST
By: /s/ XXXXX X. XXXXXXXX
------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
LESSOR
PMCT SYCAMORE, L.P.,
By: PMCT AH-SYCAMORE, INC.
its general partner
By: /s/ XXXXX X. XXXXXXXX
------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
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LESSOR
PMCT MACOMB, L.P.,
By: PMCT AH-MACOMB, INC.
its general partner
By: /s/ XXXXX X. XXXXXXXX
-------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
LESSOR
PMCT PLAINFIELD, L.P.,
By: PMCT AH, INC.
its general partner
By: /s/ XXXXX X. XXXXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
LESSOR
PMCT MARYSVILLE, L.P.,
By: PMCT AH, INC.
its general partner
By: /s/ XXXXX X. XXXXXXXX
-------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
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LESSEE
ARLINGTON INNS, INC. formerly
AMERIHOST INNS, INC.
By: /s/ XXXXXXX X. XXXXX
----------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
AMERIHOST PROPERTIES, INC.
doing business as
ARLINGTON HOSPITALITY, INC.
By: /s/ XXXXXXX X. XXXXX
----------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
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EXHIBIT "A"
January 24, 0000
XxxxxXxxx Xxx - Xxxxxxxx, Xxxxxxxxxx
0000 Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxx 00000
AmeriHost Inn - Ashland, Xxxx XxxxxXxxx Xxx - Xxxxxxxxx, Xxxx
000 XX 000 Xxxx 000 Xxxx Xxxxxx Xxxx
Xxxxxxx, Xxxx 00000 Xxxxxxxxx, Xxxx 00000
AmeriHost Inn - Coopersville, Michigan
0000 X'Xxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
AmeriHost Inn - Eagles Landing, Georgia AmeriHost Inn - McKinney,
Texas
000 Xxxxx Xxxx Xxxxx 000 Xxxxx Xxxxxxx Xxxxxxxxxx
Xxxxxxxxxxx, Xxxxxxx 00000 XxXxxxxx, Xxxxx 00000
AmeriHost Inn - Grand Rapids, Michigan (South) XxxxxXxxx Xxx - Xxxxxx, Xxxxxxxx
0000 Xxxxxxxxxxx Xxxxx 00000 Xxxxxxxxxxx Xxxx
Xxxxx Xxxxxx, Xxxxxxxx 00000 Xxxxxx, Xxxxxxxx 00000
AmeriHost Inn Grand - Rapids, Michigan (North) AmeriHost Inn - Mosinee, Wisconsin
0000 Xxxxxx Xxxxx 000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000 Xxxxxxx, Xxxxxxxxx 00000
AmeriHost Inn - Mount Pleasant, Iowa
0000 Xxxxx Xxxxx Xxxxxx
Xx. Xxxxxxxx, Xxxx 00000
AmeriHost Inn - Hudsonville, Michigan
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
AmeriHost Inn - Jackson, Tennessee AmeriHost Inn - Port Huron, Michigan
000 Xxxx Xxxxx 0000 Xxxxx Xxxx
Xxxxxxx, Xxxxxxxxx 00000 Xxxx Xxxxx, Xxxxxxxx 00000
AmeriHost Inn - Kimberly, Wisconsin AmeriHost Inn - Rochelle, Illinois
000 Xxxxxx Xxxxxx 000 Xxxx Xxxxxxx 00
Xxxxxxxx, Xxxxxxxxx 00000 Xxxxxxxx, Xxxxxxxx 00000
AmeriHost Inn - LaGrange, Georgia AmeriHost Inn - Shippensburg, Pennsylvania
000 Xxxxxxx Xxxxx 000 Xxxxxx Xxxxxx Xxxx
XxXxxxxx, Xxxxxxx 00000 Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
AmeriHost Inn - Smyrna, Georgia AmeriHost Inn - Sycamore, Illinois
0000 X. Xxxx Xxxxx 0000 Xxxxx Xxxxx Xxxx
Xxxxxx, Xxxxxxx 00000 Sycamore, Illinois
AmeriHost Inn - Storm Lake, Iowa AmeriHost Inn - Macomb, Illinois
0000 Xxxx Xxxxxx 0000 X. Xxxxxxxxx Xxxxxxxxxx
Xxxxx Xxxx, Xxxx 00000 Xxxxxx, Xxxxxxxx 00000
AmeriHost Inn - Tupelo, Mississippi AmeriHost Inn - Marysville, Ohio
000 Xxxxxx Xxxxx 00000 Xxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxx 00000 Xxxxxxxxxx, Xxxx 00000
AmeriHost Inn - Warrenton, Missouri AmeriHost Inn - Plainfield, Indiana
000 Xxxx Xxx Xxxxxxx 00 0000 Xxxxxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000 Xxxxxxxxxx, Xxxxxxx 00000
AmeriHost Inn - Wooster, Ohio (East)
0000 X. Xxxxxxxxxx
Xxxxxxx, Xxxx 00000
AmeriHost Inn - Wooster, Ohio (North)
000 Xxxx Xxxxxxxx Xxxx
Xxxxxxx, Xxxx 00000
AmeriHost Inn - Yreka, California
000 Xxxxxxx Xxxx Xxx.
Xxxxx, Xxxxxxxxxx 00000
