e8vk

Ownership Interest

Arlington Inns of America, Inc.

25% ownership interest as Manager Member of LLC

AmeriHost Inn &
Suites Decatur

1201 S. 13th St.
Decatur, IN 46733

100% economic benefit per the Amended and Restated Enid, Boone and Decatur Agreement (“Musikantow Agreement”)

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J7TuSYsTqVoInJzZauo1gCmD6V+aHdognAgOJZM7Q0y7a8yrONi8nKSE82BJ5jtq laocBTnrqAjajKL4TDsx0A== 0000950137-05-014869.txt : 20051213 0000950137-05-014869.hdr.sgml : 20051213 20051213134738 ACCESSION NUMBER: 0000950137-05-014869 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20051207 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051213 DATE AS OF CHANGE: 20051213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARLINGTON HOSPITALITY INC CENTRAL INDEX KEY: 0000778423 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 363312434 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15291 FILM NUMBER: 051260495 BUSINESS ADDRESS: STREET 1: 2355 SOUTH ARLINGTON HEIGHTS ROAD STREET 2: SUITE 400 CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60005 BUSINESS PHONE: 8472285400 MAIL ADDRESS: STREET 1: 2355 SOUTH ARLINGTON HEIGHTS ROAD STREET 2: SUITE 400 CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60005 FORMER COMPANY: FORMER CONFORMED NAME: AMERIHOST PROPERTIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICA POP INC DATE OF NAME CHANGE: 19871111 8-K 1 c00756e8vk.htm CURRENT REPORT e8vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: December 7, 2005
(Date of earliest event reported)

ARLINGTON HOSPITALITY, INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)		0-15291 (Commission File No.)		36-3312434 (IRS Employer Identification No.)

2355 South Arlington Heights Road
Suite 400
Arlington Heights, Illinois 60005
(Address of Principal Executive Offices)

(847) 228-5400
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Definitive Material Agreement.

Pursuant to Section 363 of the U.S. Bankruptcy Code, the auction for the sale of substantially all of the assets of Arlington Hospitality, Inc. and its subsidiaries and affiliates (the “Debtor”) commenced and was concluded on November 28, 2005. At the conclusion of the auction, Sunburst Hotel Holdings, Inc. and certain of its affiliates (collectively, “Sunburst”) was the successful bidder for substantially all of Debtor’s assets, and SJB Equities, Inc. and its affiliates (collectively, “SJB”) was the successful bidder for certain assets which are not to be purchased by Sunburst. For the sale of the assets, Debtor entered into separate asset purchase agreements with Sunburst and SJB. Pursuant to the respective purchase agreement, (1) Sunburst agrees to purchase substantially all of the assets of Debtors and assume certain agreements including the development agreement, royalty sharing agreement, and individual hotel franchise agreements between Arlington and affiliates of Cendant (the “Cendant Agreements”) but excluding those assets being purchased and contracts being assumed by SJB and excluding Arlington’s corporate headquarters office building; and (2) SJB agrees to purchase ownership interests in four hotel joint ventures, and assume certain contracts and agreements, including the construction contracts for an AmeriHost Inn hotel being built in Columbus, Ohio. The total consideration for the sale of the assets, and the assumption of the agreements pursuant to the purchase agreements, is approximately $32.4 million, comprised of $9.6 million in cash and the assumption of mortgage debt of approximately $22.8 million on the hotel assets to be purchased. Consummation of the transactions contemplated by each purchase agreement is subject to certain closing conditions as set forth in the respective purchase agreements, and is expected to occur within the next 30 days. On December 7, 2005, the Court approved the sale of the Debtor’s assets to Sunburst and SJB. In addition, Cendant Corporation (NYSE: CD) has consented to Arlington’s assignment of, and Sunburst’s assumption of, the Cendant Agreements.

Debtor is in the process of evaluating claims, and attempting to sell its corporate headquarters office building, so that it may propose a liquidation plan to the Court as soon as practicable after the closing of the purchase agreements. It is unlikely that shareholders of Arlington will receive a cash distribution pursuant to any liquidation plan since any remaining cash will be used to settle creditors’ claims and pay administrative costs of the bankruptcy proceeding.

The Asset Purchase Agreement by and between Debtor and Sunburst was previously filed as Exhibit 2.1 of the Form 8-K for Arlington Hospitality, Inc. filed on October 31, 2005. Amendment No. 1 to the Asset Purchase Agreement by and between Debtor and Sunburst is attached hereto as Exhibit 2.1. The Joint Venture Purchase Agreement by and among Debtor and SJB and its affiliates is attached hereto as Exhibit 2.2. Amendment No. 1 to the Joint Venture Purchase Agreement by and among Debtor and SJB and its affiliates is attached hereto as Exhibit 2.3. Arlington Hospitality Inc.’s press release dated December 12, 2005 announcing, among other things, the sale of its assets is attached hereto as Exhibit 99.1. A complete listing of all motions filed and orders issued in the bankruptcy case may be accessed through the United States Bankruptcy Court for the Northern District of Illinois pacer system (https://ecf.ilnb.uscourts.gov/) using case number 05-B34885 and associated cases.


Item 5.02		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective December 16, 2005, Mr. Stephen K. Miller, Interim President and Chief Executive Officer, will step down from his positions with Arlington Hospitality, Inc. and its affiliates, having fulfilled his duties with the successful conclusion of the auction for the company’s assets. Effective immediately upon Mr. Miller’s departure, Mr. James B. Dale, Senior Vice President and Chief Financial Officer, will be promoted to serve as Acting President and Chief Executive Officer in addition to his positions as Chief Financial Officer and Senior Vice President. Mr. Dale has served as Arlington’s Chief Financial Officer and Senior Vice President since 1998.


Item 9.01.		Financial Statements and Exhibits.


Exhibit		Description
2.1		Amendment No. 1 to the Asset Purchase Agreement by and among Arlington Hospitality Inc. and certain affiliates and Sunburst Hotel Holdings, Inc. and certain affiliates dated as of November, 2005.
2.2		Joint Venture Purchase Agreement by and among Arlington Hospitality Development, Inc., Arlington Inns of America, Inc., SJB Equities, Inc., SJB Development, Inc., and SJB Properties, Inc. dated as of November 2005.
2.3		Amendment No. 1 to Joint Venture Purchase Agreement by and among Arlington Hospitality Development, Inc., Arlington Inns of America, Inc., SJB Equities, Inc., SJB Development, Inc., and SJB Properties, Inc. dated as of November 2005.
99.1		Press Release of Arlington Hospitality, Inc. dated December 12, 2005.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DATE: December 13, 2005


	Arlington Hospitality, Inc. (Registrant)
	By:	/s/ Stephen K. Miller
		Stephen K. Miller
		Interim Chief Executive Officer


	By:	/s/ James B. Dale
		James B. Dale
		Senior Vice President and Chief Financial Officer

Exhibit index


Exhibit		Description
2.1		Amendment No. 1 to the Asset Purchase Agreement by and among Arlington Hospitality Inc. and certain affiliates and Sunburst Hotel Holdings, Inc. and certain affiliates dated as of November 2005.
2.2		Joint Venture Purchase Agreement by and among Arlington Hospitality Development, Inc., Arlington Inns of America, Inc., SJB Equities, Inc., SJB Development, Inc., and SJB Properties, Inc. dated as of November 2005.
2.3		Amendment No. 1 to Joint Venture Purchase Agreement by and among Arlington Hospitality Development, Inc., Arlington Inns of America, Inc., SJB Equities, Inc., SJB Development, Inc., and SJB Properties, Inc. dated as of November 2005.
99.1		Press Release of Arlington Hospitality, Inc. dated December 12, 2005.

EX-2.1 2 c00756exv2w1.htm AMENDMENT TO THE ASSET PURCHASE AGREEMENT exv2w1

Exhibit 2.1
EXECUTION COPY

AMENDMENT NO. 1 TO
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

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.

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

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/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO

	ARLINGTON HOSPITALITY DEVELOPMENT, INC.
	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO

	ARLINGTON HOSPITALITY MANAGEMENT
	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO

	ARLINGTON HOSPITALITY STAFFING
	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO

	ARLINGTON INNS OF AMERICA, INC.
	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO


	ARLINGTON INNS OF OHIO, INC.
	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO

	ARLINGTON LODGING GROUP, INC.
	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO

	ARLINGTON OFFICE GROUP, INC.
	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO

	AP HOTELS OF ILLINOIS, INC.
	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO

	AP HOTELS OF MISSISSIPPI, INC.
	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO

	AP HOTELS OF PENNSYLVANIA, INC.
	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO


	AP HOTELS OF WISCONSIN, INC.

	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO

	AP HOTELS/PARKERSBURG, WVA, INC.
	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO

	AP PROPERTIES OF OHIO, INC.
	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO

	API/ATHENS, OH, INC.
	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO

	API/LANCASTER, OH, INC.

	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO

	API, LOGAN, OH, INC.
	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO


	API/METROPOLIS, IL, INC.
	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO

	API/WASHINGTON C.H., OH, INC.
	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO

	SHOREWOOD HOTEL INVESTMENTS INC.
	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO

	ATHENS MOTEL ASSOCIATES LIMITED PARTNERSHIP II
	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO

	BATESVILLE MS 595 LIMITED PARTNERSHIP
	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO

	API/HAMMOND, IN, INC.
	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO


	AP HOTELS OF MISSOURI, INC.
	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO

	AP HOTELS OF GEORGIA, INC.
	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO

	DECATUR, IN 1297 LLC
	By:	/s/ Stephen K. Miller
	Name:	Stephen K. Miller
	Title:	Acting President and CEO

	THE BUYERS:

	SUNBURST HOSPITALITY DEVELOPMENT, INC.
	By:	/s/ Pamela M. Williams
	Name:	Pamela M. Williams
	Title:	Senior Vice President

	SUNBURST HOSPITALITY MANAGEMENT, INC.
	By:	/s/ Pamela M. Williams
	Name:	Pamela M. Williams
	Title:	Senior Vice President

	BOULEVARD MOTEL STAFFING CORP.
	By:	/s/ Pamela M. Williams
	Name:	Pamela M. Williams
	Title:	Senior Vice President


	SUNBURST HOTEL HOLDINGS, INC.
	By:	/s/ Pamela M. Williams
	Name:	Pamela M. Williams
	Title:	Senior Vice President

	SUNBURST METROPOLIS, IL, INC.
	By:	/s/ Pamela M. Williams
	Name:	Pamela M. Williams
	Title:	Senior Vice President

	SUNBURST HAMMOND, IN, INC.
	By:	/s/ Pamela M. Williams
	Name:	Pamela M. Williams
	Title:	Senior Vice President

	SUNBURST MURRAY, KY, INC.
	By:	/s/ Pamela M. Williams
	Name:	Pamela M. Williams
	Title:	Senior Vice President

	SUNBURST LANSING, MI, INC.
	By:	/s/ Pamela M. Williams
	Name:	Pamela M. Williams
	Title:	Senior Vice President

	SUNBURST LAND, MEXICO, MO, INC.
	By:	/s/ Pamela M. Williams
	Name:	Pamela M. Williams
	Title:	Senior Vice President


	SUNBURST BATESVILLE, MS, INC.
	By:	/s/ Pamela M. Williams
	Name:	Pamela M. Williams
	Title:	Senior Vice President

	SUNBURST JEFFERSONVILLE SOUTH, OH, INC.
	By:	/s/ Pamela M. Williams
	Name:	Pamela M. Williams
	Title:	Senior Vice President

	SUNBURST OXFORD, OH, INC.
	By:	/s/ Pamela M. Williams
	Name:	Pamela M. Williams
	Title:	Senior Vice President

	SUNBURST LAND, OXFORD, OH, INC.
	By:	/s/ Pamela M. Williams
	Name:	Pamela M. Williams
	Title:	Senior Vice President

	SUNBURST LANCASTER, OH, INC.
	By:	/s/ Pamela M. Williams
	Name:	Pamela M. Williams
	Title:	Senior Vice President

	SUNBURST LOGAN, OH, INC.
	By:	/s/ Pamela M. Williams
	Name:	Pamela M. Williams
	Title:	Senior Vice President


	SUNBURST WILMINGTON, OH, INC.
	By:	/s/ Pamela M. Williams
	Name:	Pamela M. Williams
	Title:	Senior Vice President

	SUNBURST CAMBRIDGE, OH, INC.
	By:	/s/ Pamela M. Williams
	Name:	Pamela M. Williams
	Title:	Senior Vice President

	SUNBURST WINCHESTER OH, INC.
	By:	/s/ Pamela M. Williams
	Name:	Pamela M. Williams
	Title:	Senior Vice President

	SUNBURST LAND, ATHENS, OH, INC.
	By:	/s/ Pamela M. Williams
	Name:	Pamela M. Williams
	Title:	Senior Vice President

	SUNBURST ATHENS, OH, INC.
	By:	/s/ Pamela M. Williams
	Name:	Pamela M. Williams
	Title:	Senior Vice President

	SUNBURST LAND WISCONSIN, INC.
	By:	/s/ Pamela M. Williams
	Name:	Pamela M. Williams
	Title:	Senior Vice President


	SUNBURST PARKERSBURG WV, INC.
	By:	/s/ Pamela M. Williams
	Name:	Pamela M. Williams
	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:

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.		20 Home Street Athens, OH 45701

AmeriHost Inn Lancaster (API/Lancaster, OH, Inc.)		1721 River Valley Circle N Lancaster, OH 43130

AmeriHost Inn Logan (API/Logan, OH, Inc.)		12819 State Road 664 Logan, OH 43138

AmeriHost Inn Jeffersonville South (API/Washington, C.H., OH, Inc.)		11431 Allen Road NW Jeffersonville, OH 43128

AmeriHost Inn Parkersburg North (AP Hotels/Parkersburg, W.V., Inc.)		401 37th Street Parkersburg, WV 26101

AmeriHost Inn Batesville (AP Hotels of Mississippi, Inc.)		221 Lakewood Drive Batesville, MS 38606

AmeriHost Inn Murray (AP Properties of Ohio, Inc.)		1210 North 12th Street Murray, KY 42071

AmeriHost Inn & Suites Wilmington (AP Hotels of Pennsylvania, Inc.)		201 Carrie Drive Wilmington, OH 45177

AmeriHost Inn Jeffersonville North (AP Hotels of Georgia, Inc.)		10160 Carr Road NW Jeffersonville, OH 43128

AmeriHost Inn & Suites Cambridge (AP Hotels of Illinois, Inc.)		61595 Southgate Parkway Cambridge, OH 43725

AmeriHost Inn & Suites Warrenton (Arlington Inns of America, Inc.)		425 E. Veterans Memorial Warrenton, MO 63383

AmeriHost Inn & Suites Columbus SE (AP Hotels of Illinois, Inc.)		6323 Prentiss School Road Canal Winchester, OH 43110

AmeriHost Inn & Suites DeWitt (Arlington Inns of America, Inc.)		1055 Aaron Drive DeWitt, MI 48820

AmeriHost Inn Decatur (Decatur, IN 1297 LLC)		1201 S 13th Street Decatur, IN 46733

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 Marshall) 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

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

Franchise Agreement dated as of September 2000, by and between AmeriHost Inn & Suites Decatur, IN and AmeriHost Franchise Systems, Inc.

APPENDIX E

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 Saurabh Shah, Sanjay Amin, Tej Shah and Gaurev Rana 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.		Purchase Money Installment Note dated as of November 7, 2002, in the amount of $150,000.00, by and between Nimesh Arora and Nutan Arora (collectively, “Maker”), and AP Hotels of Ohio, Inc. (“Lender”) (the “Arora Note”).1/

		~~Third Mortgage and Assignment of Rents dated as of November 7, 2002, by and between Nimesh Arora and Nutan Arora (collectively, “Mortgagor”), and AP Hotels of Ohio, Inc. for $100,000.~~

4.		Restitution Promissory Note dated September 28, 2004, in the amount of $2,860, by and between Trevor Richardson and Endi, OK 897, LLC.

5.		Promissory Note dated October 13, 2002, in the amount of $35,000, by and between Hoey Enterprises d/b/a S&L Creative Carpet and Arlington Hospitality Development, Inc.

6.		~~Stand-By Purchase Money Installment Note dated December 20, 2001, in the amount of $300,000, by and between Pyramids Allen Hotel, L.P. and Arlington Hospitality Development, Inc.~~

The Parties agree that if the Note Receivable listed as item no. 3 on Schedule 2.2(a)(xiv) (the “Arora Note”) is paid by the obligor on or prior to the Closing Date, that in lieu of transferring the Arora Note, the Sellers shall transfer to the Buyers what is paid on account of the Arora Note.

		~~Standby Agreement dated December 20, 2001, by and between Pyramids Allen Hotel, L.P. and Arlington Hospitality Development, Inc.~~
		~~Subordination Agreement dated December 20, 2001, by and between Pyramids Allen Hotel, L.P. and Arlington Hospitality Development, Inc.~~

		~~Subordinate Deed of Trust, Assignment of Leases and Rents and Security Agreement dated December 20, 2001, by and between Pyramids Allen Hotel, L.P. and Arlington Hospitality Development, Inc.~~

7.		~~Consulting Agreement dated December 20, 2001, by and between Pyramids Allen Hotel, L. P., Mohamed Elmougy and Arlington Hospitality Development, Inc.~~

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

AmeriHost Inn Batesville

221 Lakewood Drive,
Batesville, MS 38606

First Security
Bank

Batesville, MS 595 L.P.

$1,650,034.00

Approx.
$1,304,308

9/17/96

9/27/96

AmeriHost Inn Murray

1210 N. 12th St.,
Murray, KY 42071

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

AmeriHost Inn Logan

12819 State Road
664, Logan, OH 43138

First Union
National Bank

Logan, 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-Lehman Brothers-Bank of America Commercial Mortgage Pass-Through Certificates, Series 1998-C2

API/Logan, OH, 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

AmeriHost Inn Lancaster

1721 River Valley Circle N., Lancaster, OH 43130

First Union Bank

Lancaster, OH L.P.

$1,950,000.00

1,505,885

11/14/97

API/Lancaster, OH, 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

AmeriHost Inn Parkersburg North

401 37th St., Parkersburg, WV 26101

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-Lehman Brothers-Bank of America Commercial Mortgage Pass-Through Certificates, Series 1998-C2

AmeriHost Inn & Suites Athens

20 Home St., Athens, OH 45701

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

AmeriHost Inn & Suites, Columbus S.E.

6323 Prentiss School Rd., Canal Winchester, OH 43110

The Citizens Bank of Logan

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

AmeriHost Inn Jeffersonville South

11431 Allen Rd., N.W., Jeffersonville, OH 43128

First Union
National Bank

Washington C.H., Ohio 194 L.P.

$1,925,000.00

Approx.
$1,507,300

11/7/97

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

AmeriHost Inn &
SuitesCambridge

61595 Southgate Parkway, Cambridge, OH 43725

PMC Capital, Inc.

AP Hotels of Illinois, Inc.

$1,650,000.00

Approx. $1,484,544

5/31/01

10.

AmeriHost Inn &
Suites Wilmington

201 Carrie Drive, Wilmington, OH 45177

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

10160 Carr Rd. N.W., Jeffersonville, OH 43128

PMC Capital, Inc.

AP Hotels of Georgia, Inc.

Approx. $1,398,885

9/3/98

10/6/98

12.

AmeriHost Inn &
Suites DeWitt

1055 Aaron Drive, DeWitt, MI 48820 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 Warrenton, MO 63883

PMC Commercial Trust
General Electric

Arlington Inns of America, Inc.

Approx. $1,846,627

5/16/02

14.

AmeriHost Inn &
Suites Decatur, IN

1201 S. 13th Street Decatur, IN 46733

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 75-4-cup Hamilton Beach coffee brewers.

	3.		Agreement dated as of December 2002, by and between AmeriHost Inn & Suites Dewitt, MI and Adams 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 Emmit 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 Lamar 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 Hamilton 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 Porlier 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 Burkhart 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 Hamilton Beach Model #15180 coffee brewers.

	6.		Agreement dated as of August 1998, by and between AmeriHost Inn and Suites Decatur, IN and Burkhart Advertising for poster advertising.

	7.		Agreement dated as of August 1998, by and between AmeriHost Inn and Suites Decatur, IN and Brogan 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 Burkhart Outdoor for 12X25 board on Decatur 209.

	10.		Agreement dated as of August 2000, by and between AmeriHost Inn and Suites Decatur, IN and Burkhart 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 Brogan 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.

EX-2.2 3 c00756exv2w2.txt JOINT VENTURE PURCHASE AGREEMENT EXHIBIT 2.2 JOINT VENTURE PURCHASE AGREEMENT DATED AS OF NOVEMBER 9, 2005 BY AND AMONG ARLINGTON HOSPITALITY DEVELOPMENT, INC. ARLINGTON INNS OF AMERICA, INC., SJB EQUITIES, INC., SJB DEVELOPMENT, INC., AND SJB PROPERTIES, INC. TABLE OF CONTENTS

i ARTICLE IX MISCELLANEOUS.........................................................................................13 Section 9.1 Notices.................................................................................13 Section 9.2 Expenses; No Offset.....................................................................14 Section 9.3 Bulk Sales or Transfer Laws.............................................................14 Section 9.4 Assignment; Successors and Assigns......................................................14 Section 9.5 Amendment; Waiver.......................................................................15 Section 9.6 Severability; Specific Performance......................................................15 Section 9.7 Counterparts............................................................................15 Section 9.8 Descriptive Headings....................................................................15 Section 9.9 No Third-Party Beneficiaries............................................................15 Section 9.10 Entire Agreement........................................................................15 Section 9.11 Exhibits................................................................................15 Section 9.12 GOVERNING LAW...........................................................................15 Section 9.13 Public Announcement.....................................................................16 Section 9.14 Recitals................................................................................16

ii EXHIBITS Exhibit A AIA Ownership of Joint Ventures Exhibit B Construction Contracts Exhibit C Personal Property and Equipment Exhibit D Construction Contracts -- Assignment and Assumption Agreement Exhibit E Joint Ventures -- Assignment and Assumption Agreement Exhibit F Personal Property and Equipment -- Bill of Sale iii JOINT VENTURE PURCHASE AGREEMENT This JOINT VENTURE PURCHASE AGREEMENT (this "Agreement") dated as of November ___, 2005 is entered into by and among Arlington Hospitality Development, Inc., an Illinois corporation ("AHD"), Arlington Inns of America, Inc., a Delaware corporation ("AIA" and together with AHD, the "Sellers"), SJB Equities, Inc., an Ohio corporation ("SJBE"), SJB Development, Inc., an Ohio corporation ("SJBD"), and SJB Properties, Inc., an Ohio corporation ("SJBP" and together with SJBE and SJBD, the "Buyers"). WHEREAS, AIA owns a percentage of the membership interests in Maumee, Ohio 901 Ltd., an Ohio limited liability company ("Maumee"), Rickenbacker 1001 LLC, an Ohio limited liability company ("Rickenbacker"), Weirton 902 LLC, a West Virginia limited liability company ("Weirton") and Columbus Airpointe 804 LLC, an Ohio limited liability company ("Airpointe" and together with Maumee, Rickenbacker and Weirton, the "Joint Ventures"), in each case, as set forth on Exhibit A attached hereto. WHEREAS, AHD is a party to certain contracts pertaining to the construction of a hotel for Airpointe, which contracts are set forth on Exhibit B attached hereto (the "Construction Contracts"), and AHD is the owner of certain personal property and equipment being utilized in connection with Airpointe and the Construction Contracts, which personal property and equipment is set forth on Exhibit C attached hereto (the "Personal Property and Equipment"). WHEREAS, this Agreement contemplates a transaction in which the Buyers will acquire all of the membership interests of AIA in the Joint Ventures, will acquire the rights of, and assume the liabilities of, AHD under the Construction Contracts, and will acquire the Personal Property and Equipment, all on the terms and subject to the conditions set forth in this Agreement. WHEREAS, each of the Sellers has filed a voluntary petition in the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division (the "Bankruptcy Court") for relief in a bankruptcy case (collectively, the "Bankruptcy Case") filed under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code"). NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and for other good and valuable consideration, the value, receipt and sufficiency of which are acknowledged, the Parties hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. For purposes of this Agreement, the following terms have the meanings set forth below: "Affiliates" has the meaning set forth in Rule l2b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended. "Agreement" has the meaning set forth in the Preamble. "AHD" has the meaning set forth in the Preamble. "AIA" has the meaning set forth in the Preamble. "Airpointe" has the meaning set forth in the Recitals. "Alternative Transaction" means the sale, transfer or other disposition of the Construction Contracts and Joint Ventures to a third party unaffiliated with the Buyers, the Sellers or any of their respective Affiliates. "Ancillary Documents" means each certificate and other document to be delivered pursuant to ARTICLE VII. "Approval Order" means an order from the Bankruptcy Court (i) approving the transactions contemplated by this Agreement pursuant to Section 363 of the Bankruptcy Code, (ii) approving the assignment to and assumption by the Buyers of the Construction Contracts pursuant to Section 365 of the Bankruptcy Code, (iii) containing findings of fact and rulings that each of the Buyers is a good faith purchaser entitled to the protections of Section 363(m) of the Bankruptcy Code; and (iv) which is otherwise reasonably acceptable to the Buyers. "Assignment and Assumption Agreement" has the meaning set forth in SECTION 7.1(c)(i). "Bankruptcy Case" has the meaning set forth in the Recitals. "Bankruptcy Code" has the meaning set forth in the Recitals. "Bankruptcy Court" has the meaning set forth in the Recitals. "Break-Up Fee" has the meaning set forth in SECTION 8.3(a). "Buyer Material Adverse Effect" has the meaning set forth in SECTION 5.1. "Buyers" has the meaning set forth in the Preamble. "Cendant Franchise Agreements" means those certain franchise agreements between one or more of the Sellers and affiliates of Cendant Finance Holding Corporation as set forth on Schedule_1.1. "Closing" has the meaning set forth in SECTION 3.1. "Closing Date" has the meaning set forth in SECTION 3.1. "Construction Contracts" has the meaning set forth in the Recitals. "Deposit" has the meaning set forth in SECTION 3.3. "Escrow Agent" means Jenner & Block LLP. 2 "Governmental Entity" means the United States, any state or other political subdivision thereof and any other foreign or domestic entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission, court, tribunal or instrumentality of the United States or any foreign entity, any state of the United States or any political subdivision of any of the foregoing. "Joint Ventures" has the meaning set forth in the Recitals. "Law" means any applicable federal, state, local or foreign law, statute, common law, rule, regulation, ordinance, permit, order, writ, injunction, judgment or decree of any Governmental Entity. "Lien" means any pledge, security interest, charge, claim or other encumbrance. "Material Adverse Effect" means any event, change or effect which is materially adverse to the business, operations (including results of operations) or condition (financial or otherwise) of the Joint Ventures taken as a whole; provided, however, that "Material Adverse Effect" will not include, and the determination of the existence of a Material Adverse Effect shall not take into account, any of the following: (a) changes or effects that generally affect the industries in which the Joint Ventures operate, (b) changes in or effects from securities markets or general economic, regulatory or political conditions in the United States not uniquely related to the Sellers or the Joint Ventures (including terrorism or the escalation of any war whether declared or undeclared or other hostilities), (c) changes or effects arising out of, or attributable to, the announcement of the execution of this Agreement, the compliance by the Sellers with their obligations hereunder, the consummation of the transactions contemplated hereby or the identity of the Buyers, (d) changes or effects due to changes in any Laws affecting the Joint Ventures or (e) the failure of the Joint Ventures to meet any internal projections or forecasts. "Maumee" has the meaning set forth in the Recitals. "1933 Act" has the meaning set forth in SECTION 5.6. "Parties" means the Sellers and the Buyers together, and "Party" means the Sellers, on the one hand, or the Buyers, on the other hand, as the case may be. "Permitted Liens" means any (a) mechanics', materialmens', trade and similar Liens with respect to amounts not yet due and payable, (b) Liens for Taxes not yet due and payable or the validity of which is being contested in good faith by appropriate proceedings, (c) Liens or imperfections in or failure of title which do not materially interfere with the present use of the assets of the Joint Ventures, and (d) Liens the existence of which would not result in a Material Adverse Effect. "Person" means an individual, partnership, limited partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or Governmental Entity. "Personal Property and Equipment" has the meaning set forth in the Recitals. 3 "Purchase Price" has the meaning set forth in SECTION 3.2. "Rickenbacker" has the meaning set forth in the Recitals. "Sellers" has the meaning set forth in the Preamble. "Sellers' Knowledge" means the actual knowledge of James Dale, Stephen Miller, Paul McCarty, Deedee Grammas, Rich Cybulski, and Leon Vainikos. "SJBD" has the meaning set forth in the Preamble. "SJBE" has the meaning set forth in the Preamble. "SJBP" has the meaning set forth in the Preamble. "Tax" or "Taxes" means a tax or taxes of any kind or nature, or however denominated, including liability for federal, state, local or foreign income, sales, use, transfer, registration, business and occupation, value added, excise, severance, stamp, premium, windfall profit, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind whatsoever, including any interest, penalties or additions to tax or additional amounts in respect to the foregoing, including any transferee or secondary liability for a tax and any liability assumed by agreement or arising as a result of being or ceasing to be a member of any affiliated group, or being included or required to be included in any Tax Return relating thereto. "Tax Returns" means, with respect to any Tax, any information return for such Tax, and any return, report, statement, declaration, claim for refund or document filed or required to be filed under the Law for such Tax. "Weirton" has the meaning set forth in the Recitals. Section 1.2 Construction. (a) For purposes of this Agreement, whenever the context requires, the singular number will include the plural, and vice versa, the masculine gender will include the feminine and neuter genders, the feminine gender will include the masculine and neuter genders, and the neuter gender will include the masculine and feminine genders. (b) As used in this Agreement, the words "include" and "including," and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words "without limitation." (c) Except as otherwise indicated, all references in this Agreement to "Sections" and "Exhibits" are intended to refer to Sections and Exhibits to this Agreement. (d) As used in this Agreement, the terms "hereof," "hereunder," "herein" and words of similar import will refer to this Agreement as a whole and not to any particular provision of this Agreement. 4 (e) Each Party hereto has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations between the Parties. Consequently, this Agreement will be interpreted without reference to any rule or precept of Law to the effect that any ambiguity in a document be construed against the drafter. ARTICLE II PURCHASE OF JOINT VENTURES AND CONSTRUCTION CONTRACTS Section 2.1 Purchase of Joint Ventures. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Buyers will purchase from AIA, and AIA will sell, assign, convey and deliver, free and clear of any Liens other than Permitted Liens: (i) to SJBE, all of AIA's rights, title and interest in and to its membership interest in Maumee and any other financial obligations of Maumee; (ii) to SJBD, all of AIA's rights, title and interest in and to its membership interest in Rickenbacker and Airpointe and any other financial obligations of Rickenbacker and Airpointe; and (iii) to SJBP, all of AIA's membership interests in Weirton. Section 2.2 Purchase of Construction Contracts. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Buyers will: (i) purchase from AHD, and AHD will sell, assign, convey and deliver to the Buyers, the Construction Contracts; and (ii) assume and agree to perform only those executory obligations of AHD under the Construction Contracts first incurred and coming due after Closing under the express terms of the Construction Contracts; (b) from and after the Seller's acceptance of this Agreement through Closing, no cash disbursements may be made under or related to the Construction Contracts without Buyers' prior written approval, no additional Construction Contracts may be entered into without Buyers' prior written approval, and no change, modification or amendment may be made to any existing Construction Contract without Buyers' prior written approval which shall not be unreasonably withheld. Section 2.3 Purchase of Personal Property and Equipment. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Buyers will purchase from AHD, and AHD will sell, assign, convey and deliver to Buyers, free and clear of any Liens other than Permitted Liens, the Personal Property and Equipment. 5 ARTICLE III PURCHASE PRICE AND CLOSING Section 3.1 Closing. The closing of the transactions contemplated by this Agreement (the "Closing") will occur as promptly as practicable, but in no event more than five business days, following the satisfaction and/or waiver of all conditions to Closing set forth in ARTICLE VII (other than any of such conditions that by its nature is to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), at the offices of Jenner & Block LLP, One IBM Plaza, Chicago, IL 60611, or at such other place on such other date as the Parties may agree in writing. The date on which the Closing actually occurs will be referred to as the "Closing Date," and the Closing will be deemed effective as of 6:00 p.m., Central time on the Closing Date. Section 3.2 Purchase Price. (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 the sum of One Hundred Thousand Dollars ($100,000.00) in cash by wire transfer of immediately available funds to an account or accounts designated by the Sellers (the "Purchase Price"). (b) Notwithstanding Section 3.2(a) above, the Purchase Price shall be increased to an amount equal to Two Hundred Thousand Dollars ($200,000.00) if, at or prior to Closing, Sellers provide to Buyers evidence that the economic terms of the Cendant Franchise Agreements will be unchanged and unaffected by virtue of this Agreement and the transactions contemplated hereby (including, without limitation, the sale and purchase of the membership interests in Maumee, Rickenbacker, Airpointe, and Weirton); provided that such evidence, in the form of a final order of the Bankruptcy Court or other court of competent jurisdiction or an amendment, modification or supplement to the Cendant Franchise Agreements, or otherwise, must be acceptable to the Buyers in their sole discretion. Section 3.3 Deposit. Promptly, but in no event more than two business days after the date hereof, the Buyers shall deliver a certified or cashier's check made payable to the Sellers and drawn on a bank which is reasonably acceptable to the Sellers or a federal wire transfer of immediately available funds, in an amount equal to Fifty Thousand Dollars ($50,000.00), to the Escrow Agent, as an earnest money deposit hereunder (including interest at any time accrued thereon, the "Deposit"). The Deposit shall be held in escrow by the Escrow Agent in a segregated, interest-bearing account of a federally insured commercial bank and disbursed only in accordance with the terms of this Agreement. The Buyers shall pay all costs and expenses associated with the engagement of the Escrow Agent. If the Closing takes place, the Escrow Agent shall deliver the Deposit to the Sellers at the Closing. If this Agreement is terminated or becomes null and void for any reason other than the material breach by any of the Buyers of its obligations hereunder, the Deposit shall be promptly paid within two days to the Buyers. If this Agreement is terminated by the Sellers by reason of the material breach by any of the Buyers of its obligations hereunder, the Deposit shall be paid to the Sellers as liquidated damages and not a penalty with such payment, once received, being Seller's sole and exclusive remedy against the Buyers. Notwithstanding the foregoing in this SECTION 3.3, the Escrow Agent shall not disburse the Deposit until the earlier to occur of (i) receipt by the Escrow Agent of joint written instructions, signed by the Sellers and the Buyers, or (ii) entry of a final and nonappealable 6 adjudication of the Bankruptcy Court determining which Party is entitled to receive the Deposit. In the event of a dispute between the Parties with respect to the Deposit, the Escrow Agent may deposit the Deposit with the Bankruptcy Court and commence an action to determine the proper disposition of such Deposit. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE SELLERS The Sellers represent and warrant to the Buyers as follows: Section 4.1 Organization. Each Seller is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. The Sellers are duly qualified or licensed to do business as a foreign entity and are in good standing in each jurisdiction in which the conduct of their business requires such qualification or license, except where the failure to be so qualified or be so licensed would not reasonably be expected to result in a Material Adverse Effect. Section 4.2 Authorization of Transaction. Subject to the entry of the Approval Order, each Seller has all requisite power and authority to execute, deliver and perform this Agreement and each of the Ancillary Documents to which it is a party. Subject to the entry of the Approval Order, this Agreement constitutes, and each of such Ancillary Documents when executed and delivered by such Seller will constitute, a valid and legally binding obligation of such Seller (assuming that this Agreement and such Ancillary Documents constitute valid and legally binding obligations of the other parties thereto), enforceable in accordance with its terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights, or by general equity principles, including principles of commercial reasonableness, good faith and fair dealing. Section 4.3 Noncontravention; Consents. Except for the Bankruptcy Court's entry of the Approval Order, no material consent, release, authorization, order or approval of, or filing or registration with, any governmental authority or other person is required for the execution and delivery of this Agreement and the Ancillary Documents to be executed and delivered by the Sellers hereunder and the consummation by the Sellers of the transactions contemplated. Except for the Bankruptcy Court's entry of the Approval Order, neither the execution and delivery by the Sellers of this Agreement and the Ancillary Documents, nor the consummation by the Sellers of the transactions contemplated hereby and thereby, will conflict with or result in a breach of any of the terms, conditions or provisions of the Sellers' respective certificates of incorporation or by-laws, any statute or administrative regulation, or of any order, writ, injunction, judgment or decree of any court or any governmental authority or of any arbitration award, which conflict or breach would reasonably be expected to have a Material Adverse Effect on the Joint Ventures or the transaction contemplated by this Agreement. Section 4.4 Title. To the Sellers' Knowledge, AIA has good title to its membership interests in the Joint Ventures, and AHD has good title to the Personal Property and Equipment, free and clear of any Liens other than Permitted Liens. 7 Section 4.5 No Defaults. There are no uncured defaults on the part of the Sellers under the Construction Contracts, and no party to any contract set forth on Exhibit B attached hereto is entitled to any cure as that term is used in 11 U.S.C.ss.365(b). Section 4.6 LIMITATION ON WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV OR IN ANY ANCILLARY DOCUMENT, NONE OF THE SELLERS OR ANY AFFILIATE OF THE SELLERS MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF ANY OF THE CONSTRUCTION CONTRACTS, JOINT VENTURES, THE MEMBERSHIP INTERESTS THEREOF OR OTHERWISE, OR WITH RESPECT TO ANY INFORMATION PROVIDED TO THE BUYERS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE. ALL OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY DISCLAIMED. EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS ARTICLE IV OR IN ANY ANCILLARY DOCUMENT, THE SELLERS ARE SELLING, ASSIGNING AND TRANSFERRING THE CONSTRUCTION CONTRACTS AND THE JOINT VENTURES TO THE BUYERS ON AN "AS-IS, WHERE-IS" BASIS. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BUYERS The Buyers represent and warrant to the Sellers as follows: Section 5.1 Organization. Each Buyer is duly organized, formed or incorporated and validly existing and in good standing under the laws of the state of such organization, formation or incorporation. Each Buyer is duly qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction where such qualification or license is required, except where the failure to so qualify or be so licensed would not reasonably be expected to adversely affect its ability to consummate the transactions contemplated by, and discharge its obligations under, this Agreement and the Ancillary Documents to which it is a party (a "Buyer Material Adverse Effect"). Each Buyer has all requisite power and authority to carry on its business as currently conducted. Section 5.2 Authorization of Transaction. Each Buyer has all requisite power and authority to execute and deliver this Agreement and each of the Ancillary Documents to which it is a party, and to perform its obligations hereunder and thereunder. This Agreement constitutes, and each of the Ancillary Documents executed and delivered by such Buyer constitutes, a valid and legally binding obligation of such Buyer (assuming that this Agreement and such Ancillary Documents will constitute valid and legally binding obligations of the other parties thereto), enforceable in accordance with its terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles, including principles of commercial reasonableness, good faith and fair dealing. 8 Section 5.3 Noncontravention; Consents. (a) The execution and delivery by each of the Buyers of this Agreement and the Ancillary Documents to which it is a party, and the consummation by each of the Buyers of the transactions contemplated hereby and thereby, do not: (i) violate any Law to which such Buyer or their respective assets are subject, (ii) conflict with or result in a breach of any provision of such Buyer's organizational or governance documents, or (iii) create a breach, default, termination, cancellation or acceleration of any obligation under any contract, agreement or binding commitment to which such Buyer is a party or by which such Buyer or any of its assets or properties is bound or subject, except for any of the foregoing in the case of CLAUSES (I) and (III), that would not reasonably be expected to result in a Buyer Material Adverse Effect. (b) No notices, permits, consents, approvals, authorizations, qualifications or orders of Governmental Entities or third parties are required for the consummation by the Buyers of the transactions contemplated hereby or by the Ancillary Documents, other than such of the foregoing that, if not obtained or made, would not reasonably be expected to result in a Buyer Material Adverse Effect. Section 5.4 Litigation. There are no legal, administrative, arbitration or other formal proceedings or governmental investigations pending or, to the knowledge of the Buyers threatened, that question the validity of this Agreement or any of the Ancillary Documents, or any action taken or to be taken by the Buyers in connection with this Agreement or any of the Ancillary Documents, other than such of the foregoing that would not individually or reasonably be expected to result in a Buyer Material Adverse Effect. Section 5.5 Availability of Funds. The Buyers have funds available to them sufficient to pay to the Sellers the Purchase Price and to perform all of the obligations of the Buyers pursuant to, and to consummate the transactions contemplated by, this Agreement and each of the Ancillary Documents to which it is a party. Section 5.6 Accredited Investor. Each Buyer is an "accredited investor" within the meaning of Section 501(a) of Regulation D under the Securities Act of 1933, as amended (the "1933 Act"). The Buyers have no present plan or intention to sell, transfer, exchange, pledge or otherwise dispose of, or to effect any other transaction which results in a reduction in the risk of ownership of, any of the equity interests in any of the Joint Ventures that the Buyers may acquire. The Buyers understand that (i) the sale of such equity interests is intended to be exempt from registration under the 1933 Act by virtue of Section 4(2) of the 1933 Act or Regulation D promulgated thereunder based in part on the representations and warranties of the Buyers contained herein, (ii) no registration statement relating to the issuance of such equity interests has been or will be filed with the federal Securities Exchange Commission or any state securities commission, and (iii) such equity interests are restricted securities that cannot be resold absent registration under applicable securities Laws or an exemption therefrom. The Buyers are acquiring such equity interests solely for their own account, for investment purposes only and not with a view to the resale or distribution thereof. The Buyers, together with their attorneys, accountants, and/or tax advisors, have such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in such equity interests and have had the opportunity to ask questions of, and have received answers to their satisfaction 9 from, the Sellers concerning the Joint Ventures and other matters pertaining to an investment in the membership interests thereof. Section 5.7 LIMITATION ON THE WARRANTIES OF THE SELLERS. THE BUYERS HEREBY ACKNOWLEDGE AND AGREE THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN ARTICLE IV, NONE OF THE SELLERS OR THEIR RESPECTIVE AFFILIATES MAKE, and the Buyers are not relying upon, ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF ANY OF THE CONSTRUCTION CONTRACTS, JOINT VENTURES, MEMBERSHIP INTERESTS THEREOF OR OTHERWISE, OR WITH RESPECT TO ANY INFORMATION PROVIDED TO THE BUYERS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, AND THE BUYERS ARE ACQUIRING THE CONSTRUCTION CONTRACTS AND JOINT VENTURES ON AN "AS-IS, WHERE-IS" BASIS. ARTICLE VI COVENANTS Section 6.1 General. Each of the Parties will use commercially reasonable efforts to take or cause to be taken all actions and to do or cause to be done, as soon as possible, all things necessary, proper or advisable (subject to any Laws) to consummate the Closing and the other transactions contemplated by this Agreement, including the negotiation, execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement or the Ancillary Documents. Neither of the Parties will, without prior written consent of the other Party, take or fail to take, or permit their respective Affiliates to take or fail to take, any action, which would reasonably be expected to prevent or materially impede, interfere with or delay the consummation, as soon as possible, of the transactions contemplated by this Agreement or the Ancillary Documents; provided that nothing in this SECTION 6.1 will require a Party to cure any breach or inaccuracy with respect to any representation or warranty contained in this Agreement or any Ancillary Documents. Section 6.2 Notices and Consents. Prior to the Closing Date, each of the Buyers and the Sellers will use commercially reasonable efforts to give all notices required to be given and to obtain all material consents, approvals or authorizations of any third parties (including any Governmental Entity) that are required to be obtained in connection with the transactions contemplated by this Agreement. In connection with the foregoing, each Party will (a) promptly notify the other Party of any written communication to that Party or its Affiliates from any Governmental Entity and, subject to Law, provide the other Party with a copy of any written communication to any of the foregoing and (b) not participate in any substantive meeting or discussion with any Governmental Entity in respect of any filings, investigation or inquiry concerning the transactions contemplated by this Agreement unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat, with respect to this Agreement or the Ancillary Documents and the transactions contemplated hereby or thereby. Nothing contained herein will require any Party to pay any consideration (except filing and application fees) to any other Person from whom any such consents, approvals or authorizations are requested. 10 Section 6.3 Transfer Taxes. Subject to the Approval Order, the Buyers will pay all Taxes that are required to be paid by reason of the sale, assignment, transfer and delivery of the Construction Contracts and Joint Ventures to the Buyers. The Buyers will timely file all Tax Returns required to be filed in connection with the payment of such Taxes. ARTICLE VII CLOSING CONDITIONS Section 7.1 Conditions to Obligations of the Buyers. The obligations of the Buyers to effect the Closing are subject to the fulfillment or waiver on or before the Closing Date of the following conditions: (a) The representations and warranties of the Sellers contained in this Agreement or the Ancillary Documents shall be true and correct in all material respects on the Closing Date as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or the Ancillary Documents, and the Sellers shall have delivered a certificate confirming the foregoing. (b) The covenants and agreements contained herein or in any Ancillary Documents to be performed or complied with by the Sellers on or prior to the Closing Date shall have been performed or complied with in all material respects, and the Sellers shall have delivered a certificate confirming the foregoing. (c) The Sellers, as applicable, will have delivered to the Buyers: (i) a duly executed counterpart of the assignment and assumption agreement (as to the Construction Contracts) in substantially the form attached as Exhibit D (the "Assignment and Assumption Agreement - Construction Contracts"); and (ii) a duly executed counterpart of the assignment and assumption of the ownership interests in the Joint Ventures in substantially the form of Exhibit E (the "Assignment and Assumption Agreement - Joint Ventures"); and (iii) a duly executed bill of sale as to the Personal Property and Equipment in substantially the form of Exhibit F (the "Bill of Sale - Personal Property and Equipment"); and (iv) such other instruments of sale, transfer, conveyance and assignment as the Buyers may reasonably request to effect the transactions contemplated thereby. (d) The Bankruptcy Court shall have entered the Approval Order. (e) The Approval Order shall have become final and nonappealable; provided, however, that at the Buyers' sole option, the Closing may occur at any time after the entry of the Approval Order by the Bankruptcy Court and prior to the time it shall become final and nonappealable. 11 Section 7.2 Conditions to Obligations of the Sellers. The obligations of the Sellers to effect the Closing are subject to the fulfillment or waiver on or before the Closing Date of the following conditions: (a) The representations and warranties of the Buyers contained in this Agreement or the Ancillary Documents shall be true and correct in all material respects on the Closing Date as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or the Ancillary Documents, and the Buyers shall have delivered a certificate confirming the foregoing. (b) The covenants and agreements contained herein or in any Ancillary Document to be performed or complied with by the Buyers on or prior to the Closing Date shall have been performed or complied with in all material respects and the Buyers shall have delivered a certificate confirming the foregoing. (c) The Buyers shall have delivered to the Sellers: (i) the Purchase Price in cash by wire transfer of immediately available funds to the account or accounts designated by the Sellers; (ii) the Assignment and Assumption Agreement - Construction Contracts, duly executed by the Buyers; and (iii) the Assignment and Assumption Agreement - Joint Ventures, duly executed by Buyers; and (iv) such other instruments of sale, transfer, conveyance and assignment as the Sellers may reasonably request to effect the transactions contemplated thereby. (d) The Bankruptcy Court shall have entered the Approval Order. ARTICLE VIII TERMINATION Section 8.1 Termination of Agreement. This Agreement may be terminated at any time prior to Closing: (a) by the mutual written consent of the Sellers and the Buyers; (b) by written notice from the Sellers or the Buyers if any court of competent jurisdiction or governmental body, authority or agency having jurisdiction shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions as a whole contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; (c) by the Sellers, in the event any of the conditions set forth in SECTION 7.2 have not been met, satisfaction of such condition is impossible and such condition has not been waived in writing by the Sellers; provided that the right to terminate this Agreement under this 12 SECTION 8.1(c) shall not be available to the Sellers if the failure of such condition to be met was primarily caused by the breach of this Agreement by the Sellers; (d) by the Buyers, in the event any of the conditions set forth in SECTION 7.1 have not been met, satisfaction of such condition is impossible and such condition has not been waived in writing by the Buyers; provided that the right to terminate this Agreement under this SECTION 8.1(D) shall not be available to the Buyers if the failure of such condition to be met was primarily caused by the breach of this Agreement by the Buyers; (e) by either Party, if Closing has not occurred by January 31, 2006; provided, however, that the right to terminate this Agreement under this SECTION 8.1(E) shall not be available to a Party if the failure of the Closing to occur on or prior to such date was primarily caused by a breach of this Agreement by such Party; and (f) by the Sellers, if the Bankruptcy Court approves a higher or better offer for any of the Construction Contracts and/or Joint Ventures. Section 8.2 Effect of Termination. If any Party terminates this Agreement pursuant to SECTION 8.1 above, all of the unperformed obligations of the Parties hereunder shall terminate without any liability of any Party to such other Party; provided that nothing herein shall relieve any Party from any liability for any breach of this Agreement. Section 8.3 Break-Up Fee. (a) In the event (i) this Agreement is terminated by the Sellers at a time when the Buyers are not in breach of this Agreement and (ii) the Sellers within one year thereafter consummate an Alternative Transaction with an unaffiliated third party, the Sellers shall pay to the Buyers the sum of Fifty Thousand Dollars ($50,000.00) (the "Break-Up Fee"). (b) The payment of the Break-Up Fee shall be made by wire transfer of immediately available funds on the fifth business day following the later of (i) consummation of the Alternative Transaction and (ii) receipt by the Sellers of reasonable documentation detailing the amount of Break-Up Fee due. ARTICLE IX MISCELLANEOUS Section 9.1 Notices. Any notice, request, instruction or other document to be given hereunder will be sent in writing and delivered personally, sent by reputable, overnight courier service (charges prepaid), sent by registered or certified mail, postage prepaid, or by facsimile, according to the instructions set forth below. Such notices will be deemed given: at the time delivered by hand, if personally delivered; one business day after being sent, if sent by reputable, overnight courier service; at the time received, if sent by registered or certified mail; and at the time when confirmation of successful transmission is received by the sending facsimile machine, if sent by facsimile. 13 If to any Seller: Arlington Hospitality, Inc. 2355 S. Arlington Heights Rd. Arlington Heights, IL 60005 Attention: Leon Vainikos Facsimile No.: (847) 228-5422 With a copy (which will not constitute notice) to: Jenner & Block LLP One IBM Plaza Chicago, IL 60611-7603 Attention: Catherine Steege Facsimile No.: (312) 840-7352 If to any Buyer: SJB Companies 124 Longview Heights Athens, OH 45701 Attention: Jack Bortle Facsimile No.: (740) 592-5529 With a copy (which will not constitute notice) to: Sachnoff & Weaver, Ltd. 10 South Wacker Drive 40th Floor Chicago, IL 60606 Attention.: Stephen Bobo Facsimile No.: (312) 207-6400

or to such other address or to the attention of such other party that the recipient party has specified by prior written notice to the sending party in accordance with the preceding. Section 9.2 Expenses; No Offset. Except as expressly provided in this Agreement, each of the Buyers and the Sellers, and their respective Affiliates, will bear their respective costs and expenses (including legal, accounting and investment banking fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby, whether or not such transactions are consummated. No Party may make any offset against amounts due to any other Party pursuant to this Agreement, the Ancillary Documents or otherwise. Section 9.3 Bulk Sales or Transfer Laws. The Sellers shall obtain, in the Approval Order, a provision waiving compliance by the Sellers and the Buyers with the provisions of any bulk sales laws that may be applicable to the transactions contemplated by this Agreement. Section 9.4 Assignment; Successors and Assigns. Neither this Agreement nor any of the rights, interests or obligations provided by this Agreement may be assigned by either Party (whether by operation of Law or otherwise) without the prior written consent of the other Party, provided, however, that the Buyers may assign their rights under this Agreement to one or more of its Affiliates, but no such assignment shall relieve the Buyers of any of its obligations under this Agreement. Subject to the preceding sentence and except as otherwise expressly provided 14 herein, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Section 9.5 Amendment; Waiver. This Agreement may be amended by a written instrument executed and delivered by the Sellers and the Buyers. At any time prior to the Closing, the Parties may extend the time for performance of or waive compliance with any of the covenants or agreements of the other Party to this Agreement, and may waive any breach of the representations or warranties of such other Party. No agreement extending or waiving any provision of this Agreement will be valid or binding unless it is in writing and is executed and delivered by or on behalf of the Party against which it is sought to be enforced. Section 9.6 Severability; Specific Performance. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under Law, but if any provision of this Agreement is held to be prohibited by or invalid under Law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. Each Party acknowledges and agrees that the other Party may be irreparably damaged if any provision of this Agreement is not performed in accordance with its terms or otherwise is breached. Accordingly, each Party agrees that the other Party may be entitled, subject to a determination by a court of competent jurisdiction, to injunctive relief to prevent any such failure of performance or breach and to enforce specifically this Agreement and any of the terms and provisions hereof. Section 9.7 Counterparts. This Agreement 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 9.8 Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and will not constitute a part of this Agreement. Section 9.9 No Third-Party Beneficiaries. This Agreement will not confer any rights or remedies upon any Person or entity other than the Parties hereto, their respective successors and permitted assigns. Section 9.10 Entire Agreement. This Agreement and the Ancillary Documents collectively constitute the entire agreement among the Parties and supersede any prior and contemporaneous understandings, agreements or representations by or among the Parties, written or oral, that may have related in any way to the subject matter hereof. Section 9.11 Exhibits. The Exhibits attached to this Agreement are made a part of this Agreement as if set forth fully herein. Section 9.12 GOVERNING LAW. THIS AGREEMENT 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. 15 Section 9.13 Public Announcement. Neither Party will issue any press release or public announcement relating to the subject matter of this Agreement prior to the Closing without the prior written consent of the other Party, provided that either Party may make any public disclosure it believes in good faith is required by Law, including all necessary disclosures in the Bankruptcy Case or any listing agreement concerning its publicly-traded securities, in which case the disclosing Party will use its commercially reasonable efforts to advise the other Party prior to making such disclosure. Section 9.14 Recitals. The Recitals are made part of this Agreement as if set forth fully herein. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 16 IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement on the date first written above. THE SELLERS: ARLINGTON HOSPITALITY DEVELOPMENT, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- ARLINGTON INNS OF AMERICA, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- THE BUYERS: SJB EQUITIES, INC. By: ------------------------------------ Jack A. Bortle President SJB DEVELOPMENT, INC. By: ------------------------------------ Jack A. Bortle President SJB PROPERTIES, INC. By: ------------------------------------ Jack A. Bortle President SCHEDULE 1.1 Cendant Franchise Agreements AMERIHOST INN & SUITES (TOLEDO/MAUMEE) Franchise Agreement dated as of December 19, 2000 AMERIHOST INN & SUITES (COLUMBUS AT RICKENBACKER) Franchise Agreement dated as of December 21, 2000 AMERIHOST INN & SUITES (WEIRTON) Franchise Agreement dated as of October 11, 2002. AMERIHOST INN & SUITES (AT PORT COLUMBUS AIRPORT) Franchise Agreement dated as of _______________, 200__. 11/9/05 Exhibit A AIA OWNERSHIP OF JOINT VENTURES
- ------------------------------------------------------------------------------------------------------------------- Investor Property Property Investor Ownership Interest Name Address - ------------------------------------------------------------------------------------------------------------------- Arlington Inns of America, 12.5% ownership interest AmeriHost Inn & Suites 6425 Kit Lane Inc. as Manager Member of LLC Toledo/Maumee Maumee, OH 43537 and 12.5% Other Member Interest in LLC - ------------------------------------------------------------------------------------------------------------------- Arlington Inns of America, 12.5% ownership interest AmeriHost Inn & Suites 2323 Port Road Inc. as Manager Member of LLC Columbus at Rickenbacker Columbus, OH 43219 and 12.5% Other Member Interest in LLC - ------------------------------------------------------------------------------------------------------------------- Arlington Inns of America, 16.67% ownership interest AmeriHost Inn & Suites 1 AmeriHost Drive Inc. as Manager Member of LLC Weirton Weirton, WV 26062 and 13.75% Other Member Interest in LLC - ------------------------------------------------------------------------------------------------------------------- Arlington Inns of America, 11.44% ownership interest AmeriHost Inn & Suites at 1450 Airpointe Drive Inc. as Manager Member of LLC Port Columbus Airport Columbus, OH 43219 and 17.14% Other Member Interest in LLC - -------------------------------------------------------------------------------------------------------------------
EXHIBIT B CONSTRUCTION CONTRACTS 1. Agreement dated as of May 23, 2005, by and between Arlington Hospitality Development, Inc. and A-Anytime Plumbing for plumbing services. 2. Agreement dated as of May 31, 2005, by and between Arlington Hospitality Development, Inc. and Allied Roofing, Inc. for gutters/roof/downspouts. 3. Agreement dated as of May 31, 2005, by and between Arlington Hospitality Development, Inc. and Anthony Irrigation for irrigation services. 4. Agreement dated as of June 2, 2005, by and between Arlington Hospitality Development, Inc. and Bryan Electric, Inc. for electrical services. 5. Agreement dated as of July 28, 2005, by and between Arlington Hospitality Development, Inc. and Cheugh & Schlegel, Inc. for steel columns. 6. Agreement dated as of June 2, 2005, by and between Arlington Hospitality Development, Inc. and D&E Construction for concrete/footers. 7. Agreement dated as of June 2, 2005, by and between Arlington Hospitality Development, Inc. and European Craft Construction for EFIS. 8. Agreement dated as of May 23, 2005, by and between Arlington Hospitality Development, Inc. and FFE Hotel Interiors for FFE installation. 9. Agreement dated as of May 23, 2005, by and between Arlington Hospitality Development, Inc. and Guerrero's Drywall for drywall installation. 10. Agreement dated as of May 31, 2005, by and between Arlington Hospitality Development, Inc. and Hardware Resources, Inc. for hardware packaging. 11. Agreement dated as of May 31, 2005, by and between Arlington Hospitality Development, Inc. and Harry Wolsky Stair Builders for stair packaging. 12. Agreement dated as of May 23, 2005, by and between Arlington Hospitality Development, Inc. and Installed Building Products, Inc. dba Edwards, Mooney & Moses for insulation services. 13. Agreement dated as of June 3, 2005, by and between Arlington Hospitality Development, Inc. and Loran Dowling for beam insulation. 14. Agreement dated as of May 10, 2005, by and between Arlington Hospitality Development, Inc. and NBN Services for sprinklers. 15. Agreement dated as of May 31, 2005, by and between Arlington Hospitality Development, Inc. and R&N Components for trusses and wall panels. 16. Agreement dated as of May 31, 2005, by and between Arlington Hospitality Development, Inc. and R&N Components for lumber packaging. 17. Agreement dated as of May 6, 2005, by and between Arlington Hospitality Development, Inc. and Rayco Excavating Company for sitework/excavating services. 18. Agreement dated as of May 31, 2005, by and between Arlington Hospitality Development, Inc. and Roger Young for acoustic ceilings. 19. Agreement dated as of May 31, 2005, by and between Arlington Hospitality Development, Inc. and Sunrise Pool Builders for pool/spa services. 20. Agreement dated as of May 19, 2005, by and between Arlington Hospitality Development, Inc. and Timberweld for glued laminated beams. 21. Agreement dated as of August 16, 2005, by and between Arlington Hospitality Development, Inc. and Tolliver & Curl Paving Contractors, Inc. for asphalt. 22. Agreement dated as of May 31, 2005, by and between Arlington Hospitality Development, Inc. and Tri-Con Lightweight Flooring for gycprete. 23. Agreement dated as of May 16, 2005, by and between Arlington Hospitality Development, Inc. and Trus Joint for floor joists. 24. Agreement dated as of May 31, 2005, by and between Arlington Hospitality Development, Inc. 804 LLC and USA Direct, Inc. for windows. 25. Golden Trowec Masonry Agreement dated as of September 13, 2005, by and between Arlington Hospitality Development, Inc. 804 LLC and Black and Stone for nectar, supply and installation 26. Agreement dated as of October 5, 2005, by and between Arlington Hospitality Development, Inc. 804 LLC and I Con Construction for carpeting. 27. Agreement dated as of September 12, 2005, by and between Arlington Hospitality Development, Inc. 804 LLC and Precise Custom Millwork, Inc. for cabinets and countertops. 28. Agreement dated as of September 6, 2005, by and between Arlington Hospitality Development, Inc. 804 LLC and Richardson Glass Service for doors and windows. 29. Agreement dated as of October 11, 2005, by and between Arlington Hospitality Development, Inc. 804 LLC and Sign Resource for exterior signage. 30. Franchise Agreement dated as of December 29, 2005 by and between Arlington Inns of America, Inc. and AmeriHost Franchise Systems, Inc. 31. Agreement dated as of April 6, 2005, by and between Arlington Hospitality Development, Inc. and Columbus Airpointe 804 LLC for the project known as Columbus Airport. EXHIBIT C PERSONAL PROPERTY AND EQUIPMENT The following personal property and equipment utilized in 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. EXHIBIT D ASSIGNMENT AND ASSUMPTION AGREEMENT - CONSTRUCTION CONTRACTS This ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of _____________, is entered into by and among Arlington Hospitality Development, Inc., an Illinois corporation ("AHD"), and [___________________], an Ohio corporation, ("[___________]") to effectuate the transactions set forth in the Asset Purchase Agreement dated November ___, 2005 by and among AHD and certain of its Affiliates and ______________ and certain of its Affiliates (the "Agreement"). Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement. FOR GOOD AND VALUABLE CONSIDERATION as set forth in the Agreement, the receipt and sufficiency of which are hereby acknowledged, effective as of the date hereof, AHD hereby sells, transfers, assigns, conveys and delivers to [_______________], its successors and assigns, forever, all of AHD's right, title and interest in and to the Construction Contracts, and hereby assigns, transfers and delegates to [_______________] all of the obligations of AHD under the Construction Contracts. [_______________] hereby assumes and agrees to pay, discharge and perform when due, all of the obligations of AHD under the Construction Contracts. This Assignment and Assumption Agreement is subject to all of the representations, warranties, covenants, exclusions and indemnities set forth in the Agreement, all of which are incorporated herein by reference. In the event of any conflict or inconsistency between the terms of this Assignment and Assumption Agreement and the terms of the Agreement, the terms of the Agreement will prevail. Nothing contained herein will be deemed to alter, modify, expand or diminish the terms and provisions of the Agreement. * * * * * IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement on the date first written above. ARLINGTON HOSPITALITY DEVELOPMENT, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- [-------------------------------------] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT E ASSIGNMENT AND ASSUMPTION AGREEMENT -- JOINT VENTURES This ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of _____________, is entered into by and among Arlington Inns of America, Inc., a Delaware corporation ("AIA"), and [___________________], a[n] ________________________________ ("[___________]") to effectuate the transactions set forth in the Asset Purchase Agreement dated November ___, 2005 by and among AIA and certain of its Affiliates and [______________] and certain of its Affiliates (the "Agreement"). Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement. FOR GOOD AND VALUABLE CONSIDERATION as set forth in the Agreement, the receipt and sufficiency of which are hereby acknowledged, effective as of the date hereof, AIA hereby sells, transfers, assigns, conveys and delivers to [_______________], its successors and assigns, forever, all of AIA's right, title and interest in and to its membership interest in ____________________, LLC, a[n] _______________ limited liability company, and directs that all further distributions of profits, income and return of contributions on account of such membership interest be paid to [________________]. [_____________________] hereby accepts said membership interest and assumes and agrees to be bound by all of the obligations of AIA with respect thereto. This Assignment and Assumption Agreement is subject to all of the representations, warranties, covenants, exclusions and indemnities set forth in the Agreement, all of which are incorporated herein by reference. In the event of any conflict or inconsistency between the terms of this Assignment and Assumption Agreement and the terms of the Agreement, the terms of the Agreement will prevail. Nothing contained herein will be deemed to alter, modify, expand or diminish the terms and provisions of the Agreement. * * * * * IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement on the date first written above. ARLINGTON INNS OF AMERICA, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- [-------------------------------------] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT F BILL OF SALE - PERSONAL PROPERTY AND EQUIPMENT FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, as of ______________________, 200__, Arlington Hospitality Development, Inc., an Illinois corporation ("AHD"), does hereby sell, transfer, assign, convey and deliver to [______________________] a[n] ________________, pursuant to the terms of that certain Joint Venture Purchase Agreement dated as of November __, 2005 by and among AHD and certain of its Affiliates and ______________ and certain of its Affiliates (the "Agreement"), all of AHD's right, title and interest in and to the Personal Property and Equipment, as defined in the Agreement. Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement This Bill of Sale is subject to all of the representations, warranties, covenants, exclusions and indemnities set forth in the Agreement, all of which are incorporated herein by reference. In the event of any conflict or inconsistency between the terms of this Bill of Sale and the terms of the Agreement, the terms of the Agreement will prevail. Nothing contained herein will be deemed to alter, modify, expand or diminish the terms and provisions of the Agreement. IN WITNESS WHEREOF, AHD has duly executed and delivered this Bill of Sale on the date first written above. ARLINGTON HOSPITALITY DEVELOPMENT, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EX-2.3 4 c00756exv2w3.txt AMENDMENT TO JOINT VENTURE PURCHASE AGREEMENT EXHIBIT 2.3 AMENDMENT NO. 1 TO JOINT VENTURE PURCHASE AGREEMENT This AMENDMENT NO. 1 TO JOINT VENTURE PURCHASE AGREEMENT (this "Amendment") dated as of November ___, 2005 amends that certain Joint Venture Purchase Agreement dated as of November 9, 2005 (the "Agreement"), by and among Arlington Hospitality Development, Inc., an Illinois corporation ("AHD"), Arlington Inns of America, Inc., a Delaware corporation ("AIA" and together with AHD, the "Sellers"), SJB Equities, Inc., an Ohio corporation ("SJBE"), SJB Development, Inc., an Ohio corporation ("SJBD"), and SJB Properties, Inc., an Ohio corporation ("SJBP" and together with SJBE and SJBD, 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 9.5 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 Section 1.1 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 the sum of One Hundred Fifty Thousand Dollars ($150,000.00) in cash by wire transfer of immediately available funds to an account or accounts designated by the Sellers (the "Purchase Price"). (b) Notwithstanding SECTION 3.2(A) above, the Purchase Price shall be increased to an amount equal to Two Hundred Fifty Thousand Dollars ($250,000.00) if, at or prior to Closing, Sellers provide to Buyers evidence that the economic terms of the Cendant Franchise Agreements will be unchanged and unaffected by virtue of this Agreement and the transactions contemplated hereby (including, the sale and purchase of the membership interests in Maumee, Rickenbacker, Airpointe, and Weirton); provided that such evidence, in the form of a final order of the Bankruptcy Court or other court of competent jurisdiction or an amendment, modification or supplement to the Cendant Franchise Agreements, or otherwise, must be acceptable to the Buyers in their reasonable discretion. Section 1.2. Break-Up Fee. SECTION 8.3(A) of the Agreement is hereby amended and replaced in its entirety, with the following corresponding section: (a) In the event (i) this Agreement is terminated by the Sellers at a time when the Buyers are not in breach of this Agreement and (ii) the Sellers within one year thereafter consummate an Alternative Transaction with an unaffiliated third party, the Sellers shall reimburse the Buyers an amount equal to Buyers' actual, documented out-of-pocket expenses incurred in connection with the preparation of this Agreement and participation in the auction and sale hearing up to the sum of Thirty Thousand Dollars ($30,000.00) (the "Break-Up Fee"). ARTICLE II 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 November 9, 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 Law Section. 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] 2 IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement on the date first written above. THE SELLERS: ARLINGTON HOSPITALITY DEVELOPMENT, INC. By: /s/ Stephen K. Miller ------------------------------------ Name: Stephen K. Miller ---------------------------------- Title: Acting President and CEO --------------------------------- ARLINGTON INNS OF AMERICA, INC. By: /s/ Stephen K. Miller ------------------------------------ Name: Stephen K. Miller ---------------------------------- Title: Acting President and CEO --------------------------------- THE BUYERS: SJB EQUITIES, INC. By: /s/ Jack A. Bortle ------------------------------------ Jack A. Bortle President SJB DEVELOPMENT, INC. By: /s/ Jack A. Bortle ------------------------------------ Jack A. Bortle President SJB PROPERTIES, INC. By: /s/ Jack A. Bortle ------------------------------------ Jack A. Bortle President EX-99.1 5 c00756exv99w1.txt PRESS RELEASE EXHIBIT 99.1 For Immediate Release CONTACT MEDIA CONTACT: James B. Dale, Chief Financial Officer Jerry Daly or Carol McCune 847-228-5401 x 361 703-435-6293 jimdale@arlingtonhospitality.com jerry@dalygray.com ARLINGTON HOSPITALITY RECEIVES COURT APPROVAL FOR SALE OF SUBSTANTIALLY ALL ASSETS ARLINGTON HEIGHTS, Ill., December 12, 2005 -- Arlington Hospitality, Inc. and subsidiaries (HOST.PK) today announced that, on December 7, 2005, the U.S. Bankruptcy Court for the Northern District of Illinois approved the sale of substantially all of the company's assets. Sunburst Hotel Holding, Inc. and its affiliates ("Sunburst"), and SJB Equities, Inc. and its affiliates ("SJB"), both of which are unaffiliated with one another and with Arlington Hospitality, Inc., have agreed to purchase substantially all of the assets, pursuant to separate asset purchase agreements. In addition, Cendant Corporation (NYSE: CD) has consented to Sunburst's assignment and assumption of the development agreement, royalty-sharing agreement, and individual hotel franchise agreements between Arlington and affiliates of Cendant (the "Cendant Agreements"). The total consideration for the sale of the assets, and the assumption of the Cendant Agreements, is approximately $32.4 million, comprised of $9.6 million in cash and the assumption of mortgage debt of approximately $22.8 million on the hotel assets to be purchased. The auction for the sale of the assets commenced on November 14, 2005 and was extended through November 28, 2005. Chanin Capital Partners served as Arlington's exclusive financial advisor in connection with the sale of substantially all of Arlington's assets. Consummation of the transactions contemplated by each purchase agreement is subject to certain - more - Arlington Hospitality Page 2 closing conditions as set forth in the purchase agreements, and is expected to occur within the next 30 days. Sunburst agreed to purchase substantially all the assets of the company, and assume certain contracts and agreements, except the company's corporate headquarters office building and those assets being purchased and contracts assumed by SJB. SJB agreed to purchase ownership interests in four hotel joint ventures, and the assumption of certain contracts and agreements, including the construction contracts for an AmeriHost Inn hotel being built in Columbus, Ohio. A copy of the purchase agreements will be included as exhibits to a Form 8-K to be filed on December 13, 2005 with the Securities and Exchange Commission. The auction and sale process conducted by the company's management and Chanin Capital Partners was the culmination of strategic efforts to maximize and realize the value of the company's assets that began in mid-2005. The auction resulted in cash proceeds that are approximately 54 percent higher than contemplated by the stalking horse asset purchase agreement executed by Sunburst in October. Arlington is in the process of evaluating claims, and attempting to sell its corporate headquarters office building, so that it may propose a liquidation plan to the bankruptcy court as soon as practicable after the closing of the purchase agreements. It is unlikely that shareholders of Arlington will receive a cash distribution pursuant to any liquidation plan since any remaining cash will be used to settle creditors' claims and pay administrative costs of the bankruptcy proceeding. Having fulfilled his duties, with the successful conclusion of the auction for the company's assets, Stephen K. Miller will be stepping down as interim chief executive officer, - more - Arlington Hospitality Page 3 effective December 16, 2005. "It has been a pleasure working with Steve through a very difficult and complicated process," commented Kenneth M. Fell, Arlington's chairman of the board. "Steve was instrumental in identifying and attracting bidders for the company's assets, including Sunburst, in an effort to maximize value for all stakeholders. We appreciate all of his efforts, and wish him well in his future endeavors." Effective upon Miller's departure, the board has appointed James B. Dale, the company's chief financial officer who has been actively involved in the sales process, to serve as acting chief executive officer to wind-down the affairs of the company. Miller has agreed to remain in an advisory role to the company as needed, at no expense to the company. The company's corporate headquarters office building was not included in the purchase agreements. The corporate office building continues to be marketed for sale by Cohen Financial, as approved by the Court. Parties interested in purchasing the office building should contact Richard Tannenbaum, managing director for Cohen, at (312) 803-5689, rtannenbaum@cohenfinancial.com; or Jon Simon, managing director, at (312) 803-5107, jsimon@cohenfinancial.com. Sunburst Hospitality, based in Silver Spring, Md., is a diversified real estate owner and operator, with interests in hotels, golf course and residential developments, multi-family communities and self-storage properties. Currently, Sunburst Hospitality's hotel portfolio includes 30 hotels aggregating approximately 4,500 rooms in 16 states. - more - Arlington Hospitality Page 4 Arlington Hospitality, Inc. is a hotel development and management company that builds, operates and sells mid-market hotels, primarily AmeriHost Inn hotels. The AmeriHost Inn brand is a mid-market, limited-service hotel brand owned and presently franchised in 20 states and Canada by Cendant Corporation, with over 100 properties. This press release may contain forward-looking statements. Forward-looking statements are statements that are not historical, including statements regarding management's intentions, beliefs, expectations, representations, plans or predictions of the future, and are typically identified by words such as "believe," "expect," "anticipate," "intend," "estimate," "may," "will," "should," and "could." There are numerous risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements. For a discussion of these factors, see the company's report on Form 10-K for the year ended December 31, 2004 and report on Form 10-Q for the three months ended March 31, 2005 under the section headed "Management's Discussion and Analysis of Financial Condition and Results of Operations - Risk Factors." Additional factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: the company's ability to consummate the sale of its assets; the ability of the company to obtain court approval with respect to motions in the Chapter 11 proceeding; risks associated with the Chapter 11 trustee or third parties seeking to convert the case to a Chapter 7 case; the company's ability to obtain additional debtor-in-possession financing if needed; and the company's ability to maintain contracts that are critical to its operations. ~~-----END PRIVACY-ENHANCED MESSAGE-----~~