AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
Exhibit 2.1
EXECUTION COPY
EXECUTION COPY
AMENDMENT NO. 1 TO
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this “Amendment”) dated as of November 19,
2005 amends that certain Asset Purchase Agreement dated as of October 25, 2005 (the “Agreement”),
by and among Arlington Hospitality, Inc., a Delaware corporation, Arlington Hospitality
Development, Inc., an Illinois corporation, Arlington Hospitality Management, Inc., an Illinois
corporation, Arlington Hospitality Staffing, Inc., an Illinois corporation, Arlington Inns of
America, Inc., a Delaware corporation, Arlington Inns of Ohio, Inc., an Ohio corporation, Arlington
Lodging Group, Inc., a Delaware corporation, Arlington Office Group, Inc., an Illinois corporation,
AP Hotels of Illinois, Inc., an Illinois corporation, AP Hotels of Mississippi, Inc., a Mississippi
corporation, AP Hotels of Pennsylvania, Inc., a Pennsylvania corporation, AP Hotels of Wisconsin,
Inc., a Wisconsin corporation, AP Hotels/Parkersburg, WVA, Inc., a West Virginia corporation, AP
Properties of Ohio, Inc., an Ohio corporation, API/Athens, OH, Inc., an Ohio corporation,
API/Lancaster, OH, Inc., an Ohio corporation, API, Logan, OH, Inc., an Ohio corporation,
API/Metropolis, IL, Inc., an Illinois corporation, API/Washington C.H., OH, Inc., an Ohio
corporation, Shorewood Hotel Investments Inc., an Illinois corporation, Athens Motel Associates
Limited Partnership II, an Ohio limited partnership, Batesville MS 595 Limited Partnership, a
Mississippi limited partnership, API/Hammond, IN, Inc., an Indiana corporation, AP Hotels of
Missouri, Inc., a Missouri corporation, AP Hotels of Georgia, Inc., a Georgia corporation, and
Decatur, IN 1297 LLC, an Indiana limited liability company (collectively, the “Sellers”), and
Sunburst Hospitality Development, Inc., a Delaware corporation, Sunburst Hospitality Management,
Inc., a Delaware corporation, Boulevard Motel Staffing Corp., a Delaware corporation, Sunburst
Hotel Holdings, Inc., a Delaware corporation, Sunburst Metropolis, IL, Inc., an Illinois
corporation, Sunburst Hammond, IN, Inc., an Indiana corporation, Sunburst Murray, KY, Inc., a
Kentucky corporation, Sunburst Lansing, MI, Inc., a Michigan corporation, Sunburst Land, Mexico,
MO, Inc., a Missouri corporation, Sunburst Batesville, MS, Inc., a Mississippi corporation,
Sunburst Jeffersonville South, OH, Inc., an Ohio corporation, Sunburst Oxford, OH, Inc., an Ohio
corporation, Sunburst Land, Oxford, OH, Inc., an Ohio corporation, Sunburst Lancaster, OH, Inc., an
Ohio corporation, Sunburst Logan, OH, Inc., an Ohio corporation, Sunburst Wilmington, OH, Inc., an
Ohio corporation, Sunburst Cambridge, OH, Inc., an Ohio corporation, Sunburst Winchester OH, Inc.,
an Ohio corporation, Sunburst Land, Athens, OH, Inc., an Ohio corporation, Sunburst Athens, OH,
Inc., an Ohio corporation, Sunburst Land Wisconsin, Inc., a Wisconsin corporation, and Sunburst
Parkersburg WV, Inc., a West Virginia corporation, (collectively, the “Buyers”).
WHEREAS, the Parties desire to enter into this Amendment so as to make certain modifications
to the Agreement, as set forth below.
WHEREAS, Section 10.6 of the Agreement permits the Sellers and the Buyers to amend the
Agreement only by a written instrument executed and delivered by the Sellers and the Buyers.
NOW, THEREFORE, for good and valuable consideration and in consideration of the respective
representations, warranties, covenants and agreements set forth in the Agreement, the Parties
hereby agree as follows:
ARTICLE I
AMENDMENT
AMENDMENT
Section 1.1 Excluded Liabilities. The introductory paragraph of Section 2.3(b) of the
Agreement is hereby amended and replaced in its entirety, with the following corresponding
sections:
Except to the extent included in the Assumed Liabilities, the Buyers will not assume or become
responsible for, and will not be deemed to have assumed or to have become responsible for, the
following liabilities and obligations (collectively, the “Excluded Liabilities”):
Section 1.2. Purchase Price. Section 3.2 of the Agreement is hereby amended and replaced in
its entirety, with the following corresponding sections:
(a) Subject to Section 3.2(b) below, on the terms and subject to the conditions set forth in
this Agreement, at the Closing, the Buyers will pay and deliver to the Sellers (i) the sum of Seven
Million Five Hundred Twenty Thousand Dollars ($7,520,000.00) in cash by wire transfer of
immediately available funds to an account or accounts designated by the Sellers (the “Cash
Portion”), (ii) the assumption of the Mortgages in the aggregate amount of principal and interest,
which are owed on the Closing Date to the Other Secured Creditors identified on Schedule 2.3(a)(ii)
as numbers 1 through 8, (iii) the liability in an amount up to $1,700,000 which is owed on the
Closing Date to the Other Secured Creditors identified on Schedule 2.3(a)(ii) as number 14, (iv)
either the assumption of the Mortgages or the payment of the aggregate amount of principal and
interest, which are owed on the Closing Date to the Other Secured Creditors identified on Schedule
2.3(a)(ii) as numbers 9 and 10, and (v) subject to Section 6.8, the assumption of the Mortgages in
the aggregate amount of principal and interest, which are owed on the Closing Date to the Other
Secured Creditors identified on Schedule 2.3(a)(ii) as numbers 11 through 13 (together with the
Cash Portion, the “Purchase Price”), plus or minus the net proration of the Apportioned Obligations
determined in accordance with Section 6.7 of this Agreement.
(b) Notwithstanding Section 3.2(a) above, if the Purchased Assets include the Development
Agreement (whether or not amended, modified or supplemented), the Cash Portion of the Purchase
Price shall be increased to an amount equal to Eight Million Twenty Thousand Dollars
($8,020,000.00); provided that any amendment, modification or supplement of the Development
Agreement must be acceptable to the Buyers in their sole discretion.
Section 1.3 Bankruptcy Case. Clause (ii) of Section 6.6(b) of the Agreement is hereby amended
and replaced in its entirety with the following:
(ii) up until the day the Approval Order is entered by the Bankruptcy Court, the
Buyers may elect, by written notice to the Sellers, to have any of the executory contracts
or unexpired leases set forth on Schedule 2.2(a)(vi) not be assigned to and assumed by the
Buyers, and any such contracts or leases so identified in such notice shall be removed from
Schedule 2.2(a)(vi) and shall no longer constitute Assumed Contracts; provided that the
Buyers may not remove the Development Agreement or any of the franchise agreements included
in the Cendant Agreements from Schedule 2.2(a)(vi) without the
prior written consent of the
Sellers, which consent may be withheld in their sole discretion.
Section 1.4 Prorations. Section 6.7(b) of the Agreement is hereby amended and replaced in its
entirety with the following:
(b) The Buyers shall promptly reimburse the Sellers for all fees, costs and expenses incurred
by the Sellers in connection with transferring the Mortgages to the Buyers in an amount not to
exceed $200,000.00; provided that the Sellers shall use their commercially reasonable efforts to
minimize such fees, costs and expenses.
Section 1.5 Personal Property and Equipment.
(a) Section 2.2(a) of the Agreement is hereby amended to add the following clause (xv):
(xv) the furniture, furnishings, equipment and office supplies located at the main
headquarters office building of the Sellers, other than the items set forth on Schedule
2.2(a)(xv).
(b) The Disclosure Schedules are hereby amended to add a Schedule 2.2(a)(xv), which is
attached hereto as Appendix A.
Section 1.6 Hotels. Schedule 2.2(a)(i)(A) of the Agreement is hereby amended and replaced in
its entirety with the information set forth on Appendix B attached hereto.
Section 1.7 Permits. Schedule 2.2(a)(iv) of the Agreement is hereby amended to add the
Permits set forth on Appendix C attached hereto.
Section 1.8 Assumed Contracts. Schedule 2.2(a)(vi) of the Agreement is hereby amended to add
the Assumed Contracts set forth on Appendix D attached hereto.
Section 1.9 Joint Ventures. Schedule 2.2(a)(xi) of the Agreement is hereby amended to add the
Joint Venture set forth on Appendix E attached hereto.
Section 1.10 Notes Receivables. Schedule 2.2(a)(xiv) of the Agreement is hereby amended and
replaced in its entirety with the information set forth on Appendix F attached hereto.
Section 1.11 Excludable Mortgage Agreements.
(a) The definition of “Excludable Mortgage Agreements” is hereby amended and replaced in its
entirety with the following: “Excludable Mortgage Agreements” means the mortgages identified as
items 11 through 13 listed on Schedule 2.3(a)(ii).
(b) Schedule 2.3(a)(ii) of the Agreement is hereby amended and replaced in its entirety with
the information set forth on Appendix G attached hereto.
(c) Article VI of the Agreement is hereby amended to add the following Section 6.8:
Section 6.8. Certain Excludable Mortgage Agreements. If the lenders under any of the
Excludable Mortgage Agreements identified as items 11 through 13 on Schedule 2.3(a)(ii)
fail to consent to the transfer thereof to the Buyers, the Buyers shall have the right to
designate any such nontransferable Excludable Mortgage Agreement that would otherwise be a
Purchased Asset as an Excluded Asset at any time prior to the Closing Date. Any such
nontransferable Excludable Mortgage Agreements shall thereupon be deemed Excluded Assets
for all purposes hereunder; provided that, in the event the Buyers designate any particular
Excludable Mortgage Agreement under this Section 6.8, the Hotels and any Assumed Contracts
or Permits related solely thereto shall also be Excluded Assets.
Section 1.12 Rejected Contracts. Schedule 6.6(b) of the Agreement is hereby amended to add
the Rejected Contracts set forth on Appendix H attached hereto.
ARTICLE II
MISCELLANEOUS
MISCELLANEOUS
Section 2.1 Definitions. Capitalized terms used but not otherwise defined herein
will have the meanings ascribed to them in the Agreement.
Section 2.2 No Further Amendments. Except as expressly amended hereby, the
provisions of the Agreement are and will remain unmodified and in full force and
effect. Each reference to “hereof,” “herein,” “hereunder,” “hereby” and “this
Agreement” will hereafter refer to the Agreement as amended by this Amendment.
Notwithstanding the foregoing, unless the context requires otherwise, references in
the Agreement to “the date hereof,” “the date of this Agreement” or similar references
will continue to refer to October 25, 2005.
Section 2.3 Counterparts. This Amendment may be executed in two or more counterparts, each of
which will be deemed an original, but all such counterparts taken together will constitute one and
the same Agreement.
Section 2.4 Governing LawSection 2.5 . THIS AMENDMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT
TO ANY LAW OR RULE THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE
OF ILLINOIS TO BE APPLIED.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Parties have duly executed and delivered this
Agreement on the date first written above.
THE SELLERS: ARLINGTON HOSPITALITY, INC. |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Acting President and CEO | |||
ARLINGTON HOSPITALITY DEVELOPMENT, INC. |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Acting President and CEO | |||
ARLINGTON HOSPITALITY MANAGEMENT |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Acting President and CEO | |||
ARLINGTON HOSPITALITY STAFFING |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Acting President and CEO | |||
ARLINGTON INNS OF AMERICA, INC. |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Acting President and CEO |
ARLINGTON INNS OF OHIO, INC. |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Acting President and CEO | |||
ARLINGTON LODGING GROUP, INC. |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Acting President and CEO | |||
ARLINGTON OFFICE GROUP, INC. |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Acting President and CEO | |||
AP HOTELS OF ILLINOIS, INC. |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Acting President and CEO | |||
AP HOTELS OF MISSISSIPPI, INC. |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Acting President and CEO | |||
AP HOTELS OF PENNSYLVANIA, INC. |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Acting President and CEO |
AP HOTELS OF WISCONSIN, INC. | ||||||||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||||||||
Name: | Xxxxxxx X. Xxxxxx | |||||||||
Title: | Acting President and CEO | |||||||||
AP HOTELS/PARKERSBURG, WVA, INC. |
||||||||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||||||||
Name: | Xxxxxxx X. Xxxxxx | |||||||||
Title: | Acting President and CEO | |||||||||
AP PROPERTIES OF OHIO, INC. |
||||||||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||||||||
Name: | Xxxxxxx X. Xxxxxx | |||||||||
Title: | Acting President and CEO | |||||||||
API/ATHENS, OH, INC. |
||||||||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||||||||
Name: | Xxxxxxx X. Xxxxxx | |||||||||
Title: | Acting President and CEO | |||||||||
API/LANCASTER, OH, INC. | ||||||||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||||||||
Name: | Xxxxxxx X. Xxxxxx | |||||||||
Title: | Acting President and CEO | |||||||||
API, LOGAN, OH, INC. |
||||||||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||||||||
Name: | Xxxxxxx X. Xxxxxx | |||||||||
Title: | Acting President and CEO |
API/METROPOLIS, IL, INC. |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Acting President and CEO | |||
API/WASHINGTON C.H., OH, INC. |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Acting President and CEO | |||
SHOREWOOD HOTEL INVESTMENTS INC. |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Acting President and CEO | |||
ATHENS MOTEL ASSOCIATES LIMITED PARTNERSHIP II |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Acting President and CEO | |||
BATESVILLE MS 595 LIMITED PARTNERSHIP |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Acting President and CEO | |||
API/HAMMOND, IN, INC. |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Acting President and CEO |
AP HOTELS OF MISSOURI, INC. |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Acting President and CEO | |||
AP HOTELS OF GEORGIA, INC. |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Acting President and CEO | |||
DECATUR, IN 1297 LLC |
||||
By: | /s/ Xxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxx X. Xxxxxx | |||
Title: | Acting President and CEO | |||
THE BUYERS: |
||||
SUNBURST HOSPITALITY DEVELOPMENT, INC. |
||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President | |||
SUNBURST HOSPITALITY MANAGEMENT, INC. |
||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President | |||
BOULEVARD MOTEL STAFFING CORP. |
||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President |
SUNBURST HOTEL HOLDINGS, INC. |
||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President | |||
SUNBURST METROPOLIS, IL, INC. |
||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President | |||
SUNBURST HAMMOND, IN, INC. |
||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President | |||
SUNBURST MURRAY, KY, INC. |
||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President | |||
SUNBURST LANSING, MI, INC. |
||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President | |||
SUNBURST LAND, MEXICO, MO, INC. |
||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President |
SUNBURST BATESVILLE, MS, INC. |
||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President | |||
SUNBURST JEFFERSONVILLE SOUTH, OH, INC. |
||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President | |||
SUNBURST OXFORD, OH, INC. |
||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President | |||
SUNBURST LAND, OXFORD, OH, INC. |
||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President | |||
SUNBURST LANCASTER, OH, INC. |
||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President | |||
SUNBURST LOGAN, OH, INC. |
||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President |
SUNBURST WILMINGTON, OH, INC. |
||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President | |||
SUNBURST CAMBRIDGE, OH, INC. |
||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President | |||
SUNBURST WINCHESTER OH, INC. |
||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President | |||
SUNBURST LAND, ATHENS, OH, INC. |
||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President | |||
SUNBURST ATHENS, OH, INC. |
||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President | |||
SUNBURST LAND WISCONSIN, INC. |
||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President |
SUNBURST PARKERSBURG WV, INC. |
||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President | |||
APPENDIX A
Schedule 2.2(a)(xv)
PERSONAL PROPERTY AND EQUIPMENT
The following personal property and equipment utilized in
relation to Airpointe and the Construction Contracts:
relation to Airpointe and the Construction Contracts:
1ea. Hewlett Packard Model #500 DesignJet plotter.
1ea. Hewlett Packard Model #3380 LaserJet Fax/Printer.
1ea. Hewlett Packard Model #2100TN LaserJet printer.
3ea. Dell Model D610 Laptop Computers.
2ea. Dell Model GX270 Workstations
1ea. Viewsonic Model G220f 20” Color Monitor (Architect)
Hewlett Packard Model #880C DeskJet printer.
1ea. Canon Model P1212-DH Desktop Calculator.
1ea. Casio Model #HR150LC Desktop Calculator.
APPENDIX B
Schedule 2.2(a)(ii)(A)
Hotels
NAME | ADDRESS | |
AmeriHost Inn & Suites Athens (Arlington Inns of Ohio,
Inc. and CAPI/Athens/OH, Inc.
|
00 Xxxx Xxxxxx Xxxxxx, XX 00000 |
|
AmeriHost Inn Lancaster (API/Lancaster, OH, Inc.)
|
0000 Xxxxx Xxxxxx Xxxxxx X Xxxxxxxxx, XX 00000 |
|
AmeriHost Inn Logan (API/Logan, OH, Inc.)
|
00000 Xxxxx Xxxx 000 Xxxxx, XX 00000 |
|
AmeriHost Inn Jeffersonville South (API/Washington,
C.H., OH, Inc.)
|
00000 Xxxxx Xxxx XX Xxxxxxxxxxxxxx, XX 00000 |
|
AmeriHost Inn Parkersburg North (AP
Hotels/Parkersburg, W.V., Inc.)
|
000 00xx Xxxxxx Xxxxxxxxxxx, XX 00000 |
|
AmeriHost Inn Batesville (AP Hotels of Mississippi,
Inc.)
|
000 Xxxxxxxx Xxxxx Xxxxxxxxxx, XX 00000 |
|
AmeriHost Inn Murray (AP Properties of Ohio, Inc.)
|
0000 Xxxxx 00xx Xxxxxx Xxxxxx, XX 00000 |
|
AmeriHost Inn & Suites Wilmington (AP Hotels of
Pennsylvania, Inc.)
|
000 Xxxxxx Xxxxx Xxxxxxxxxx, XX 00000 |
|
AmeriHost Inn Jeffersonville North (AP Hotels of
Georgia, Inc.)
|
00000 Xxxx Xxxx XX Xxxxxxxxxxxxxx, XX 00000 |
|
AmeriHost Inn & Suites Cambridge (AP Hotels of
Illinois, Inc.)
|
00000 Xxxxxxxxx Xxxxxxx Xxxxxxxxx, XX 00000 |
|
AmeriHost Inn & Suites Warrenton (Arlington Inns of
America, Inc.)
|
000 X. Xxxxxxxx Xxxxxxxx Xxxxxxxxx, XX 00000 |
|
AmeriHost Inn & Suites Columbus SE (AP Hotels of
Illinois, Inc.)
|
0000 Xxxxxxxx Xxxxxx Xxxx Xxxxx Xxxxxxxxxx, XX 00000 |
|
AmeriHost Inn & Suites DeWitt (Arlington Inns of
America, Inc.)
|
0000 Xxxxx Xxxxx XxXxxx, XX 00000 |
|
AmeriHost Inn Decatur (Decatur, IN 1297 LLC)
|
0000 X 00xx Xxxxxx Xxxxxxx, XX 00000 |
APPENDIX
C
HOTEL | STATE | LICENSES | ||
DeWitt
|
MI | Owner: Arlington Inns of America,
Inc. Certificate of Occupancy Public Swimming Pool Operation Permit (spa) Public Swimming Pool Operation Permit (swim) Sales Tax License — Department of Treasury Elevator Certificate (issued on 1st anniversary of opening) |
||
Warrenton
|
MO | Owner: Arlington Inns of America, Inc. Certificate of Occupancy License to Operate a Lodging Establishment — MO Dept. of Health Occupational License — City of Warrenton Retail Sales License — State of Missouri |
||
Jeffersonville North
|
OH | Owner: AP Hotels of Georgia, Inc. Certificate of Occupancy Vendor’s License Swimming Pool Operation License ($115) Spa Operation License ($65) Hotel/Motel License (Depart of Commerce/State Fire Xxxxxxxx) Food Service Operation License — Department of Health |
||
Decatur
|
IN | Owner: Decatur, IN 1297
L.L.C. Certificate of Occupancy Registered Retail Merchant Certificate — IN Dept of Revenue Certificate of Inspection — mech room Certificate of Inspection — mech room Certificate of Inspection — mech room Certificate of Inspection — mech room |
APPENDIX D
AMERIHOST INN & SUITES DEWITT, MI CONTRACTS
1. | Franchise Agreement dated as of December 2000, by and between AmeriHost Inn & Suites Dewitt, MI and AmeriHost Franchise Systems, Inc. |
AMERIHOST INN JEFFERSONVILLE NORTH, OH CONTRACTS
1. | Agreement dated as of August 2002, by and between AmeriHost Inn Jeffersonville North, OH and Ohio Logos for highway logo signs. | ||
2. | Franchise Agreement dated as of September 2000, by and between AmeriHost Inn Jeffersonville North, OH and AmeriHost Franchise Systems, Inc. |
AMERIHOST INN & SUITES WARRENTON, MO CONTRACTS
1. | Agreement dated as of October 2004, by and between AmeriHost Inn & Suites Warrenton, MO and Missouri Logos for highway signs on 170 Mpost 193 East and West. | ||
2. | Franchise Agreement dated as of September 2000, by and between AmeriHost Inn & Suites Warrenton, MO and AmeriHost Franchise Systems, Inc. |
AMERIHOST INN AND SUITES DECATUR, IN CONTRACTS
1. | Franchise Agreement dated as of September 2000, by and between AmeriHost Inn & Suites Decatur, IN and AmeriHost Franchise Systems, Inc. |
APPENDIX
E
Investor | Property | Property | ||||
Investor | Ownership Interest | Name | Address | |||
Arlington Inns of
America, Inc.
|
25% ownership interest as Manager Member of LLC | AmeriHost Inn & Suites Decatur |
0000 X. 00xx Xx. Xxxxxxx, XX 00000 |
|||
100% economic benefit per the Amended and Restated Xxxx, Xxxxx and Decatur Agreement (“Musikantow Agreement”) |
APPENDIX F
Schedule 2.2(a)(xiv)
Notes Receivables
1. | Balloon Purchase Money Installment Note dated June 26, 2003, in the amount of $100,000.00, by and between Dev Investments of Ohio, Inc. (“Maker”) and AP Hotels of Wisconsin, Inc. (“Lender”). | |||||
Allonge to Balloon Purchase Money Installment Note dated October 6, 2004, by and between Dev Investments of Ohio, Inc. and AP Hotels of Wisconsin, Inc. | ||||||
Third Mortgage and Assignment of Rents dated as of June 26, 2003, by and between Dev Investments of Ohio, Inc. and AP Hotels of Wisconsin, Inc. Allonge 10/1/07. | ||||||
Guaranty dated June 26, 2003, by and between Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxx Xxxx and Xxxxxx Xxxx with AP Hotels of Wisconsin, Inc. | ||||||
2. | Purchase Money Installment Note dated March 26, 2004, in the amount of $100,000.00, by and between Shiva Hospitality Inc. (“Maker”) and AP Hotels of Ohio, Inc. (“Lender”) | |||||
Third Mortgage and Assignment of Rents dated as of March 26, 2004, in the amount of $100,000.00, by and between Shiva Hospitality, Inc., and AP Hotels of Ohio, Inc. with Guaranty. | ||||||
3. | ||||||
4. | Restitution Promissory Note dated September 28, 2004, in the amount of $2,860, by and between Xxxxxx Xxxxxxxxxx and Endi, OK 897, LLC. | |||||
5. | Promissory Note dated October 13, 2002, in the amount of $35,000, by and between Xxxx Enterprises d/b/a S&L Creative Carpet and Arlington Hospitality Development, Inc. | |||||
6. | ||||||
APPENDIX G
Schedule 2.3(a)(ii)
Other Secured Creditors (NEED TO ADD CURRENT LOAN BALANCES)
Current Loan | ||||||||||||||||||||||
Balance as of | ||||||||||||||||||||||
Property | Original Loan | Date of this | Date | Date on | ||||||||||||||||||
Property Name | Address | Lender | Current Borrower | Payment | Agreement | Executed | Record | |||||||||||||||
1.
|
AmeriHost Inn Batesville | 000 Xxxxxxxx
Xxxxx, Xxxxxxxxxx, XX 00000 |
First Security Bank |
Batesville, MS 595 L.P. | $1,650,034.00 | Approx. $1,304,308 |
9/17/96 | 9/27/96 | ||||||||||||||
2.
|
AmeriHost Inn Murray | 0000 X. 00xx
Xx., Xxxxxx, XX 00000 |
Downstate National Bank |
Murray, KY 695 L.P. | $1,650,000.00 | Approx. $1,310,179 |
1/29/96 | 2/6/96 | ||||||||||||||
AP Properties of Ohio, Inc. | 8/31/98 | 9/3/98 | ||||||||||||||||||||
Current Loan | ||||||||||||||||||
Balance as of | ||||||||||||||||||
Property | Original Loan | Date of this | Date | Date on | ||||||||||||||
Property Name | Address | Lender | Current Borrower | Payment | Agreement | Executed | Record | |||||||||||
3. |
AmeriHost
Inn Logan
|
00000 Xxxxx Xxxx 000, Xxxxx, XX 00000 |
First Union National Bank |
Xxxxx, OH 692 L.P. | 11/7/97 | 11/10/97 | ||||||||||||
Norwest Bank Minnesota, National Association, As Trustee in Trust for the Registered Holders of First Union-Xxxxxx Brothers-Bank of America Commercial Mortgage Pass-Through Certificates, Series 0000-X0 | XXX/Xxxxx, XX, Inc. | $ | 1,925,000.00 | Approx. $1,486,580 |
3/24/99 | 3/31/99 |
Current Loan | ||||||||||||||||||||||
Balance as of | ||||||||||||||||||||||
Property | Original Loan | Date of this | Date | Date on | ||||||||||||||||||
Property Name | Address | Lender | Current Borrower | Payment | Agreement | Executed | Record | |||||||||||||||
4. |
AmeriHost Inn Lancaster
|
0000 Xxxxx Xxxxxx Xxxxxx X., Xxxxxxxxx, XX 00000 | First Union Bank |
Lancaster, OH L.P. | $1,950,000.00 | $ | 1,505,885 | 11/14/97 | ||||||||||||||
Norwest Bank Minnesota, National Association, As Trustee in Trust for the Registered Holders of First Union-Xxxxxx Brothers-Bank of America Commercial Mortgage Pass-Through Certificates, Series 0000-X0 | XXX/Xxxxxxxxx, XX, Inc. | 3/24/99 | 3/31/99 |
Current Loan | ||||||||||||||||||||||
Balance as of | ||||||||||||||||||||||
Property | Original Loan | Date of this | Date | Date on | ||||||||||||||||||
Property Name | Address | Lender | Current Borrower | Payment | Agreement | Executed | Record | |||||||||||||||
5.
|
AmeriHost Inn Parkersburg North | 000 00xx Xx., Xxxxxxxxxxx, XX 00000 | First Union National Bank | Parkersburg, WVA 894 L.P. | 11/7/97 | |||||||||||||||||
Norwest Bank Minnesota, National |
AP Hotels/ Parkersburg, WV, Inc. |
$2,400,000.00 | Approx. $1,853,398 | 3/24/99 | 3/26/99 | |||||||||||||||||
Association, As Trustee in Trust for the Registered Holders of First Union-Xxxxxx Brothers-Bank of America Commercial Mortgage Pass-Through Certificates, Series 1998-C2 | ||||||||||||||||||||||
6.
|
XxxxxXxxx Xxx & Xxxxxx Xxxxxx | 00 Xxxx Xx., Xxxxxx, XX 00000 | First Union National Bank |
Athens Motel Limited Partnership II |
$2,750,000.00 | Approx. $2,169,705 | 5/4/98 |
Current Loan | ||||||||||||||||||||
Balance as of | ||||||||||||||||||||
Property | Original Loan | Date of this | Date | Date on | ||||||||||||||||
Property Name | Address | Lender | Current Borrower | Payment | Agreement | Executed | Record | |||||||||||||
7.
|
AmeriHost Inn &
Suites, Columbus
S.E.
|
0000 Xxxxxxxx Xxxxxx Xx., Xxxxx Xxxxxxxxxx, XX 00000 | The Citizens Bank of Xxxxx | Canal Winchester, Ohio
1292 Ltd. AP Hotels of Illinois, Inc. |
$1,900,000.00 | Approx. $1,240,364 | 9/30/97 9/2/98 |
10/2/97 9/8/98 |
||||||||||||
8.
|
AmeriHost Inn
Jeffersonville South
|
00000 Xxxxx Xx., X.X., Xxxxxxxxxxxxxx, XX 00000 | First Union National Bank |
Washington C.H., Ohio 194 L.P. | $1,925,000.00 | Approx. $1,507,300 |
11/7/97 | |||||||||||||
Norwest Bank Minnesota, National Association, As Trustee in Trust for the Registered Holders of First Union-Xxxxxx Brothers-Bank of America Commercial Mortgage Pass-Through Certificates, Series 1998-C2 | API/Washington C.H., OH, Inc. |
$1,925,000.00 | 3/24/99 | 4/1/99 |
Current Loan | ||||||||||||||||||
Balance as of | ||||||||||||||||||
Property | Original Loan | Date of this | Date | Date on | ||||||||||||||
Property Name | Address | Lender | Current Borrower | Payment | Agreement | Executed | Record | |||||||||||
9.
|
AmeriHost
Inn & SuitesCambridge |
00000
Xxxxxxxxx Xxxxxxx, Xxxxxxxxx, XX 00000
|
PMC Capital, Inc. | AP Hotels of Illinois, Inc. | $1,650,000.00 | Approx. $1,484,544 | 5/31/01 | |||||||||||
10.
|
AmeriHost
Inn & Suites Wilmington |
000 Xxxxxx Xxxxx,
Xxxxxxxxxx, XX 00000
|
PMC Capital, Inc. | AP Hotels of Pennsylvania, Inc. | $1,800,000.00 | Approx. $1,481,173 | 9/30/98 | 10/13/98 | ||||||||||
11.
|
AmeriHost Inn N.W.,
Jeffersonville North
|
00000 Xxxx Xx.
X.X.,
Xxxxxxxxxxxxxx, XX
00000
|
PMC Capital, Inc. | AP Hotels of Georgia, Inc. | Approx. $1,398,885 | 9/3/98 | 10/6/98 | |||||||||||
12.
|
AmeriHost
Inn & Suites XxXxxx |
0000 Xxxxx Xxxxx,
XxXxxx, XX 00000
425 E. Veterans
|
General Electric Capital Business Asset Funding Corporation |
Arlington Inns of America, Inc. | Approx $2,847,990 |
7/24/02 | ||||||||||||
13.
|
AmeriHost Inn &
Suites Warrenton |
425 E. Veterans
Memorial, Warrenton Xxxxxxxxx, XX 00000
|
PMC Commercial Trust General Electric |
Arlington Inns of America, Inc. | Approx. $1,846,627 | 5/16/02 | ||||||||||||
14.
|
AmeriHost
Inn & Suites Decatur, IN |
0000 X. 00xx Xxxxxx
Xxxxxxx, XX 00000
|
General Electric Capital Business Asset Funding Corporation |
Decatur, IN 1297 L.L.C. | Approx. $1,616,695 | 10/30/98 |
APPENDIX H
Rejected Contracts
AMERIHOST INN & SUITES DEWITT, MI CONTRACTS
1. | Agreement dated as of December 2004, by and between AmeriHost Inn & Suites Dewitt, MI and Michigan Logos, Inc. for outdoor billboards. | ||
2. | Agreement dated as of May 2005, by and between AmeriHost Inn & Suites Dewitt, MI and Courtesy Products LLC for 00-0-xxx Xxxxxxxx Xxxxx coffee brewers. | ||
3. | Agreement dated as of December 2002, by and between AmeriHost Inn & Suites Dewitt, MI and Xxxxx Outdoor Advertising of Lansing for outdoor billboards. | ||
4. | Agreement dated as of October 2002, by and between AmeriHost Inn & Suites Dewitt, MI and SVI Systems, Inc. for instant entertainment systems. | ||
5. | Agreement dated as of August 2005, by and between AmeriHost Inn & Suites Dewitt, MI and World Cinema, Inc. for entertainment TV stations. | ||
6. | Agreement dated as of March 2005, by and between AmeriHost Inn & Suites Dewitt, MI and Traveler Discount Guide for advertising services. | ||
7. | Agreement dated as of January 2003, by and between AmeriHost Inn & Suites Dewitt, MI and Grange Recycling for refuse pickup services. | ||
8. | Agreement dated as of January 2003, by and between AmeriHost Inn & Suites Dewitt, MI and Three Seasons Landscaping for snow removal/salt services. | ||
9. | Airport Advertising Agreement dated as of April 2005, by and between AmeriHost Inn & Suites Dewitt, MI and Interspace Airport Advertising. | ||
10. | Elevator Maintenance Agreement dated as of December 2003, by and between AmeriHost Inn & Suites Dewitt, MI and ThyssenKrupp Elevator. | ||
11. | Agreement dated as of August 2004, by and between AmeriHost Inn & Suites Dewitt, MI and Onity, Inc. for energy management systems. | ||
12. | Agreement dated as of February 2005, by and between AmeriHost Inn & Suites Dewitt, MI and Onity, Inc. for electronic door locks. | ||
13. | Agreement dated as of November 2002, by and between AmeriHost Inn & Suites Dewitt, MI and Safemark Systems, L.P. for in-room safes. |
14. | Staffing Agreement dated as of May 2002, by and between AmeriHost Inn & Suites Dewitt, MI and Arlington Hospitality Staffing, Inc. | ||
15. | Management Agreement dated as of May 2002, by and between AmeriHost Inn & Suites Dewitt, MI and Arlington Hospitality Management, Inc. |
AMERIHOST INN JEFFERSONVILLE NORTH, OH CONTRACTS
1. | Agreement dated as of April 1995, by and between AmeriHost Inn Jeffersonville North, OH and Courtesy Products for in-room coffee. | ||
2. | Agreement dated as of June 2000, by and between AmeriHost Inn Jeffersonville North, OH and Xxxxx Sign Company for 12’x31’ billboard on Rt. 35 (shared billboard with Jeffersonville S). | ||
3. | Agreement dated as of August 1999, by and between AmeriHost Inn Jeffersonville North, OH and Frontiervision for cable TV services. | ||
4. | Agreement dated as of April 1996, by and between AmeriHost Inn Jeffersonville North, OH and Multi-Systems, Inc. for computer hardware and software maintenance services. | ||
5. | Agreement dated as of May 2000, by and between AmeriHost Inn Jeffersonville North, OH and Outdoor Systems Adv. for 16’x30’ billboard on exits 65 & 67. | ||
6. | Agreement dated as of June 1996, by and between AmeriHost Inn Jeffersonville North, OH and Rumpke for waste haul services. | ||
7. | Agreement dated as of April 2005, by and between AmeriHost Inn Jeffersonville North, OH and S.A. Comunate Co., Inc. for fire protection system and inspection services. | ||
8. | Agreement dated as of July 2001, by and between AmeriHost Inn Jeffersonville North, OH and SVI for in-room movies. | ||
9. | Agreement dated as of September 2004, by and between AmeriHost Inn Jeffersonville North, OH and Onity, Inc. for electronic door locks. | ||
10. | Agreement dated as of October 2004, by and between AmeriHost Inn Jeffersonville North, OH and The Xxxxx Companies for billboard shared with Jeffersonville South - 16’X50’ N/O US 62 and I-71. | ||
11. | Agreement dated as of September 2002, by and between AmeriHost Inn Jeffersonville North, OH and Flying J/TON Services for callboard with sign. |
12. | Agreement dated as of December 2003, by and between AmeriHost Inn Jeffersonville North, OH and World Cinema for satellite programming. | ||
13. | Agreement dated as of June 1996, by and between AmeriHost Inn Jeffersonville North, OH and World Cinema for HBO. | ||
14. | Agreement dated as of March 2003, by and between AmeriHost Inn Jeffersonville North, OH and Viacom Outdoor Advertising for 16’x 60’ billboard services. | ||
15. | Agreement dated as of June 2004, by and between AmeriHost Inn Jeffersonville North, OH and Traveler Discount Guide for travel guide ad. | ||
16. | Agreement dated as of October 2003, by and between AmeriHost Inn Jeffersonville North, OH and Olympus Media Group for billboard display. | ||
17. | Agreement dated as of August 2002, by and between AmeriHost Inn Jeffersonville North, OH and Outdoor Nation for billboard. | ||
18. | Agreement dated as of June 2003, by and between AmeriHost Inn Jeffersonville North, OH and Market America, LLC for advertising services. | ||
19. | Agreement dated as of September 2004, by and between AmeriHost Inn Jeffersonville North, OH and Onity, Inc. for energy management system. | ||
20. | Agreement dated as of February 1996, by and between AmeriHost Inn Jeffersonville North, OH and Safemark for in-room safes. | ||
21. | Staffing Agreement dated as of September 1995, by and between AmeriHost Inn Jeffersonville North, OH and Arlington Hospitality Staffing, Inc. | ||
22. | Management Agreement dated as of September 1995, by and between AmeriHost Inn Jeffersonville North, OH and Arlington Hospitality Management, Inc. |
AMERIHOST INN & SUITES WARRENTON, MO CONTRACTS
1. | Agreement dated as of December 1997, by and between AmeriHost Inn & Suites Warrenton, MO and Charter Communications for cable and HBO. | ||
2. | Agreement dated as of April 2004, by and between AmeriHost Inn & Suites Warrenton, MO and Courtesy Products for 62 Xxxxxxxx Beach Model #15180 coffee brewers. | ||
3. | Agreement dated as of July 2004, by and between AmeriHost Inn & Suites Warrenton, MO and Heart of Missouri Tourism Center for display and phone board space. |
4. | Agreement dated as of October 2004, by and between AmeriHost Inn & Suites Warrenton, MO and Missouri Logos for highway signs on 170 Mpost 193 East and West. | ||
5. | Agreement dated as of November 2002, by and between AmeriHost Inn & Suites Warrenton, MO and SVI for in-room movie. | ||
6. | Agreement dated as of May 1997, by and between AmeriHost Inn & Suites Warrenton, MO and World Cinema for cable and HBO. | ||
7. | Agreement dated as of July 1998, by and between AmeriHost Inn & Suites Warrenton, MO and Cablevision for cable and HBO services. | ||
8. | Agreement dated as of September 2004, by and between AmeriHost Inn & Suites Warrenton, MO and Onity, Inc. for electronic door locks. | ||
9. | Agreement dated as of February 2004, by and between AmeriHost Inn & Suites Warrenton, MO and Xxxxxxx Outdoor Advertising Co. for 14x48 billboard. | ||
10. | Agreement dated as of August 2002, by and between AmeriHost Inn & Suites Warrenton, MO and Alarm 24, Inc. for alarm system. | ||
11. | Agreement dated as of February 2003, by and between AmeriHost Inn & Suites Warrenton, MO and Christian Disposal for waste pickup services. | ||
12. | Energy Management System Agreement dated as of August 2004, by and between AmeriHost Inn & Suites Warrenton, MO and Onity, Inc. | ||
13. | Bid Agreement dated as of May 2005, by and between AmeriHost Inn & Suites Warrenton, MO and Corporate Lodging Consultants, Inc. | ||
14. | Agreement dated as of October 1997, by and between AmeriHost Inn & Suites Warrenton, MO and Safemark for in-room safes. | ||
15. | Staffing Agreement dated as of December 1996, by and between AmeriHost Inn & Suites Warrenton, MO and Arlington Hospitality Staffing, Inc. | ||
16. | Management Agreement dated as of December 1996, by and between AmeriHost Inn & Suites Warrenton, MO and Arlington Hospitality Management, Inc. |
AMERIHOST INN AND SUITES DECATUR, IN CONTRACTS
1. | Agreement dated as of April 1998, by and between AmeriHost Inn and Suites Decatur, IN and Safemark for in-room safes. | ||
2. | Agreement by and between AmeriHost Inn and Suites Decatur, IN and SVI Systems, Inc. for in-room movies. |
3. | Agreement dated as of December 1998, by and between AmeriHost Inn and Suites Decatur, IN and Traix Cablevision for cable TV service. | ||
4. | Agreement dated as of June 1998, by and between AmeriHost Inn and Suites Decatur, IN and Xxxxxxxx for poster advertising. | ||
5. | Agreement dated as of December 2004, by and between AmeriHost Inn and Suites Decatur, IN and Courtesy Products Company for 60 Xxxxxxxx Beach Model #15180 coffee brewers. | ||
6. | Agreement dated as of August 1998, by and between AmeriHost Inn and Suites Decatur, IN and Xxxxxxxx Advertising for poster advertising. | ||
7. | Agreement dated as of August 1998, by and between AmeriHost Inn and Suites Decatur, IN and Xxxxxx Outdoor advertising, Inc. for illuminated billboard services. | ||
8. | Agreement dated as of September 21, 1998, by and between AmeriHost Inn and Suites Decatur, IN and Rose Exterminator Company for pest management services. | ||
9. | Agreement dated as of October 2003, by and between AmeriHost Inn and Suites Decatur, IN and Xxxxxxxx Outdoor for 12X25 board on Decatur 209. | ||
10. | Agreement dated as of August 2000, by and between AmeriHost Inn and Suites Decatur, IN and Xxxxxxxx Outdoor for 12X25 board on Berne 207. | ||
11. | Agreement dated as of August 2004, by and between AmeriHost Inn and Suites Decatur, IN and Onity, Inc. for electronic door locks. | ||
12. | Agreement dated as of August 2000, by and between AmeriHost Inn and Suites Decatur, IN and Xxxxxx Outdoor Advertising, Inc. for billboard 10X24 on US 26 S. | ||
13. | Agreement dated as of September 2004, by and between AmeriHost Inn and Suites Decatur, IN and Onity, Inc. for energy management systems. |