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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
