EXHIBIT 2
CONTRACT AMENDMENT NO. 1
THIS INSTRUMENT is entered as of 31st day of October,
1996 by SB Motel Richmond Corp., SB Motel Durham-Research
Triangle Park Corp., SB Motel Cary Corp., SB Motel Statesville
Corp., SB Motel Wilmington Corp., SB Motel Columbia Corp., SB
Motel Charleston Corp., SB Motel Albany Corp., SB Motel Virginia
Beach Corp., SB Motel Xxxxxx-Xxxx Corp., SB Motel Raleigh Corp.,
and SB Motel Charlotte I-85 Corp. (collectively, "Sellers"),
Xxxxxx Hotel Properties Corp. ("Purchaser") and Xxxxxx Hotels
Corporation ("Xxxxxx").
WHEREAS, Purchaser entered into an Agreement of
Purchase and Sale dated September 27, 1996 (the "Agreement") with
Sellers covering twelve properties in the States of North
Carolina, South Carolina, Georgia and Virginia (collectively, the
"Premises"); and
WHEREAS, Xxxxxx, Sellers and Purchaser desire to amend
Sections 3.1, 3.2, 15.7 and 16.10 of the Agreement as set forth
below. All terms not defined herein shall have the meanings
ascribed to them in the Agreement.
NOW THEREFORE, Xxxxxx, Sellers and Purchaser hereby
agree that the Agreement is hereby amended as follows:
1. Section 3.1 of the Agreement is hereby amended to extend
the Feasibility Period from October 31, 1996 to and
including November 15, 1996. Hudson, Sellers, and Purchaser
agree that none of the terms, conditions and covenants of
the Agreement have been waived, except that Xxxxxx and
Purchaser hereby acknowledge their approval of and
satisfaction with the following due diligence matters:
a. Property Appraisals.
b. Financial Statements and Audited Financials for the
Premises.
c. Engineering and Site Inspection Reports, provided,
however, that Xxxxxx, Sellers and Purchaser acknowledge
and agree that to the extent any of work agreed to by
Sellers in a letter dated October 15, 1996, a copy of
which is attached hereto and incorporated herein by
reference as Exhibit "A", is not completed prior to
Closing, Xxxxxx and Purchaser shall be entitled to a
closing adjustment the cost of such uncompleted work.
d. Environmental, with the exception of the Columbia,
South Carolina property, for which property Purchaser
has requested further information and reserves its
right to object upon receipt and review of such
information.
2. Section 3.2 of the Agreement is hereby deleted in its
entirety and replaced with the following: "If Purchaser
shall terminate this Agreement as permitted pursuant to
Section 3.1 on or before the last day of the Feasibility
Period, then Purchaser shall be entitled to refund of the
Deposit less $50,000, and Sellers shall be entitled to
immediate payment from Escrow Agent of such $50,000 portion
of the Deposit as option money and consideration for the
Feasibility Period and the opportunity to conduct due
diligence on the Premises during the Feasibility Period."
3. The Closing Date shall not be affected by the extension
hereunder of the Feasibility Period.
4. Sellers hereby withdraw its Cure Notice dated October 28,
1996 in its entirety (without prejudice to its right to
resubmit a Cure Notice at least three days prior to the
expiration of the Feasibility Period, as hereby extended,
and that Section 4.1 of the Agreement is hereby amended to
reflect the foregoing), such that the Cure Notice is null
and void and of no force and effect.
5. Section 15.7(a) is hereby amended to delete "within five
(5) Business Days after the expiration of the Feasibility
Period," and replace it with "by November 7, 1996,".
6. Section 15.7(b) is hereby amended to delete the last
sentence in its entirety and replace it with "Sellers agree
to indicate to Purchaser by November 7, 1996 whether they
will request a Sellers Nominee to be placed on the Board
immediately following Closing."
7. Section 16.10 is deleted in its entirety and replaced by the
following:
"It shall be a condition precedent to the obligation of
Sellers to Purchaser hereunder that Xxxxxx shall have
satisfied each and all of the obligations of Xxxxxx
hereunder at Closing. Notwithstanding anything to the
contrary herein, Purchaser shall have no liability for the
representations and warranties of, nor obligation to
fulfill or perform any of the covenants or obligations of
Xxxxxx which arise hereunder, under the Note, for the
registration of the Shares, or otherwise."
8. Xxxxxx, Sellers and Purchaser acknowledge and agree that,
except as modified by this Contract Amendment No. 1, all
other terms and conditions of the Agreement shall remain in
full force and effect, including, but not limited to,
Purchaser's right to terminate the Agreement at any time
prior to the expiration of the Feasibility Period by
delivery of a Termination Notice, if Purchaser is
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dissatisfied with any aspect of the Premises in Purchaser's
sole discretion.
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IN WITNESS WHEREOF, the parties have hereunto set
their hands as of the date first set forth above.
SB Motel Albany Corp.
By: \s\ Xxxx X. Xxxx
----------------------
Xxxx X. Xxxx
Vice President
SB Motel Charleston Corp.
By: \s\ Xxxx X. Xxxx
----------------------
Xxxx X. Xxxx
Vice President
SB Motel Columbia Corp.
By: \s\ Xxxx X. Xxxx
----------------------
Xxxx X. Xxxx
Vice President
SB Motel Richmond Corp.
By: \s\ Xxxx X. Xxxx
----------------------
Xxxx X. Xxxx
Vice President
SB Motel Virginia Beach Corp.
By: \s\ Xxxx X. Xxxx
---------------------
Xxxx X. Xxxx
Vice President
SB Motel Xxxx Corp.
By: \s\ Xxxx X. Xxxx
---------------------
Xxxx X. Xxxx
Vice President
SB Motel Charlotte I-85 Corp.
By: \s\ Xxxx X. Xxxx
---------------------
Xxxx X. Xxxx
Vice President
SB Motel Xxxxxx-Xxxx Corp.
By: \s\ Xxxx X. Xxxx
--------------------
Xxxx X. Xxxx
Vice President
SB Motel Durham-Research
Triangle Park Corp.
By: \s\ Xxxx X. Xxxx
-------------------
Xxxx X. Xxxx
Vice President
SB Motel Raleigh Corp.
By: \s\ Xxxx X. Xxxx
-------------------
Xxxx X. Xxxx
Vice President
SB Motel Statesville Corp.
By: \s\ Xxxx X. Xxxx
-------------------
Xxxx X. Xxxx
Vice President
SB Motel Wilmington Corp.
By: \s\ Xxxx X. Xxxx
-------------------
Xxxx X. Xxxx
Vice President
Xxxxxx Hotels Properties Corp.
By: \s\ E. Xxxxxxx Xxxxxx
----------------------
E. Xxxxxxx Xxxxxx
Chairman
Xxxxxx Hotels Corporation
By: \s\ E. Xxxxxxx Xxxxxx
----------------------
E. Xxxxxxx Xxxxxx
Chairman and President
Escrow Agent is executing this
Contract Amendment No.1 solely to
acknowledge its continued
obligations as Escrow Agent
Lawyers Title Insurance Corporation
By:_______________________
Its:
