EXHIBIT 10.1
THIRD AMENDMENT TO AMENDED AND RESTATED MASTER AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED MASTER AGREEMENT (this
"THIRD AMENDMENT") is made and entered this 4th day of October, 2004, to be
effective as of October 1, 2004 (the "EFFECTIVE DATE"), by and among PMC
COMMERCIAL TRUST and its subsidiaries, PMCT Sycamore, L.P., PMCT Macomb, L.P.,
PMCT Marysville, L.P. and PMCT Plainfield, L.P. (collectively, the "LESSOR"),
ARLINGTON INNS, INC. (formerly Amerihost Inns, Inc.) (the "LESSEE") and
ARLINGTON HOSPITALITY, INC. ("ARLINGTON").
RECITALS
WHEREAS, the parties hereto entered into an Amended and Restated Master
Agreement dated January 24, 2001 (the "ORIGINAL MASTER AGREEMENT"), to set forth
their agreement to amend and restate provisions of the Master Agreements (as
therein defined) and other matters set forth therein; and
WHEREAS, the parties hereto have previously amended the Original Master
Agreement by (a) that certain First Amendment to Amended and Restated Master
Agreement dated as of May 25, 2001 and (b) that certain Second Amendment to
Amended and Restated Master Agreement dated as of June 4, 2003 (the Original
Master Agreement, as so amended, herein called the "MASTER AGREEMENT"); and
WHEREAS, Arlington has guaranteed the obligations of Lessee under the
Property Leases pursuant to that certain Guaranty Agreement dated June 30, 1998
(the "GUARANTY"); and
WHEREAS, the parties wish to make further amendments to the Master
Agreement as more fully set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises, the
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. DEFINITIONS. Capitalized terms used but not defined herein shall have
the meanings set forth in the Master Agreement.
2. BASE RENT. Anything in the Master Agreement or the Property Leases to
the contrary notwithstanding, the parties agree as follows:
(a) By letter agreements dated March 11, 2004, April 29, 2004,
June 2, 2004, July 5, 2004, July 30, 2004 and September 1,
2004 (collectively, the "PRIOR AGREEMENTS"), Lessor agreed to
accept the following reduced payments of Base Rent (each, a
"REDUCED PAYMENT"), all of which have been paid by Lessee to
Lessor:
(i) March 1, 2004 Reduced Payment: $385,319.00
THIRD AMENDMENT TO AMENDED AND
RESTATED MASTER AGREEMENT -- PAGE 1
(ii) April 1, 2004 Reduced Payment: $359,833.00
(iii) May 1, 2004 Reduced Payment: $359,833.00
(iv) June 1, 2004 Reduced Payment: $359,833.00
(v) July 1, 2004 Reduced Payment: $359,833.00
The Reduced Payment amount for March 1, 2004 included the late
fee due on the March 1 Base Rent payment and past due Base
Rent due to CPI increases as provided in the Property Leases.
Lessee paid to Lessor the March 1, 2004 Reduced Payment, less
the sum of $108,897.00 (which amount was funded by Lessor from
the Escrow Funds held under the Master Agreement), for a net
payment of $276,422.00. Lessee paid to Lessor the April 1,
2004 Reduced Payment, less the sum of $100,000 (which amount
was funded by Lessor from the Escrow Funds held under the
Master Agreement), for a net payment of $259,833.00. Pursuant
to the Prior Agreements, Lessor applied $425,056.00 of the
Escrow Funds held under the Master Agreement to pay the
Accrued Base Rent (as defined in the Prior Agreements)
outstanding as of September 1, 2004.
Pursuant to the Prior Agreements, Lessee paid the Base Rent
due on August 1, 2004 in the full amount required under the
Leases, being the sum of $444,844.25 and the Base Rent due on
September 1, 2004 in the full amount required under the
Leases, being the sum of $422,952.30.
(b) Provided no Contract Rate Event of Default or Default Rate
Event of Default (as both terms are hereinafter defined) has
occurred and is continuing, beginning on the Effective Date,
the Base Rent payments required to be paid under the Property
Leases shall be reduced to an amount equal to an annualized
rate (the "PAY RATE") of eight and one-half percent (8 1/2%)
of the Total Assigned Values of the Hotels then remaining
subject to a Property Lease (the "REDUCED BASE RENT PAYMENT").
The following events shall each constitute a "CONTRACT RATE
EVENT OF DEFAULT" hereunder: (i) the occurrence of the event
described in Paragraph 4(f)(i) below or (ii) the occurrence of
a non-monetary event of default by Lessee or Arlington under
the Master Agreement, the Property Leases, and any other
agreements between Lessee, Guarantor and Lessor, including,
without limitation, performance of any non-monetary
obligations under those certain notes and agreements listed on
Schedule 1 attached hereto (the "RELATED OBLIGATIONS") and
such event of default is not cured within any applicable grace
or cure periods. The following events shall each constitute a
"DEFAULT RATE EVENT OF DEFAULT" hereunder: (i) the occurrence
of the event described in Paragraph 4(f)(ii) below, (ii) the
failure of Lessee to pay the Arlington Fee Amount in
accordance with the terms of Paragraph 4(b) below, or (iii)
the occurrence of a monetary event of default by Lessee or
Arlington under the Master Agreement, the Property Leases, and
any other of the Related Obligations (including, without
limitation, the failure to pay any principal, interest, real
estate taxes or real estate tax escrow payments due and
payable thereunder), and such event of default is not cured
within any applicable grace or cure periods.
(c) Upon the occurrence of a Contract Rate Event of Default and
until such Contract Rate Event of Default has been cured, the
Base Rent will be calculated at the
THIRD AMENDMENT TO AMENDED AND
RESTATED MASTER AGREEMENT -- PAGE 2
rate set forth for each Hotel in the Master Agreement and the
separate Property Leases (herein the "CONTRACT RATE"). The
increase to the Contract Rate will be effective (A) commencing
on the first (1st) day of the month in which the Contract Rate
Event of Default occurs and will remain effective until the
first (1st) day of the first month following the month in
which the Contract Rate Event of Default is cured, at which
time the Pay Rate will be reinstated, or (B) as otherwise
provided in Section 4(f)(i) below.
(d) Upon the occurrence of a Default Rate Event of Default and
until such Default Rate Event of Default has been cured, the
Base Rent will be calculated at the rate of fifteen percent
(15%) per annum (the "DEFAULT RATE"). The increase to the
Default Rate will be effective (A) commencing on the first
(1st) day of the month in which the Default Rate Event of
Default occurs and will remain effective until the first (1st)
day of the first month following the month in which the
Default Rate Event of Default is cured, at which time the Pay
Rate will be reinstated, or (B) as otherwise provided in
Section 4(f)(ii) below.
3. FOURTH PURCHASE OPTION; PAYMENTS UPON SALE. Lessee and Lessor
acknowledge that the Fourth Purchase Option has been satisfied through
the Sale Closing of the AmeriHost Inn, Port Huron, Michigan (the "PORT
HURON HOTEL"), which occurred on or about August 25, 2004. There will
be no further purchase options under the Master Agreement. The
provisions of Article 10.6 of the Master Agreement that provide for the
payment to Lessor of $125,000.00 and $150,000.00 are hereby deleted in
their entirety.
4. SALES OF THE HOTELS.
(a) Lessee shall cause the Hotels to be sold under Approved
Contracts in accordance with the following schedule (the
"SALES SCHEDULE"):
(i) a minimum of six (6) Hotels on or before October 1,
2005 (which includes the sale of the Port Huron
Hotel);
(ii) a minimum of eleven (11) Hotels (cumulative) on or
before October 1 , 2006;
(iii) a minimum of sixteen (16) Hotels (cumulative) on or
before October 1, 2007; and
(iv) a minimum of twenty-one Hotels (cumulative) on or
before October 1, 2008.
(b) Anything in Article 10.6 of the Master Agreement to the
contrary notwithstanding, upon the closing of the sale of any
of the Hotels (herein, a "SALE CLOSING"), Lessor shall be paid
the following amounts, in the following manner: (a)
concurrently with each Sale Closing, the sale proceeds, after
payment of the Closing Costs (the "NET SALES PROCEEDS") and
(b) an amount equal to twenty-five and three-tenths percent
(25.3%) of the gross room revenues for such Hotel for the
12-month period prior ending on the last day of the month
immediately preceding the month in which the Sale Closing
occurs (the "ARLINGTON FEE AMOUNT"), payable as provided
below. As used herein "CLOSING COSTS" shall mean fees, broker
fees, commissions, title premiums, recording fees,
THIRD AMENDMENT TO AMENDED AND
RESTATED MASTER AGREEMENT -- PAGE 3
prepayment penalties on related debt of the Lessor, if any,
assumption fees, or any transfer tax or taxes levied by any
local or state taxing authority and shall not include real
estate taxes and any other operating costs and expenses
related to the Hotel that are prorated and payable by the
"seller" at the Sale Closing. Lessee shall be responsible for
the payment of all such prorated amounts and such amounts
shall not be deducted from the sales proceeds to determine the
Net Sales Proceeds. The following example will illustrate the
calculation of the Net Sales Proceeds:
The purchase price for the Hotel is $1,000,000 and at
the closing date, Lessee has not yet paid real estate
taxes and Lessee's prorated share of such real estate
taxes is $80,000.00. In addition, Lessee's prorated
share of amounts due under service contracts and for
utilities is $10,000.00. Closing Costs are
$15,000.00. The Net Sales Proceeds payable to Lessor
by Lessee for the purpose of this Agreement would be
$985,000.00, notwithstanding that the settlement
statement would show a "net payment" to the Seller of
$895,000.00.
The applicable Arlington Fee Amount will be paid to Lessor
within forty-five (45) days following each Sale Closing date
and shall be accompanied by a certification by Lessee of the
calculation of such amount, together with backup
documentation. Upon receipt by Lessor, the Arlington Fee
Amount will be applied by Lessor to reduce the principal
balance of the Deficit Note (as defined in the Proceeds
Deficits Loan Agreement (herein so called) between Arlington
and Lessor dated of even date herewith.
(c) If the amount of the Net Sales Proceeds for any Hotel exceeds
the Assigned Value (herein so called) for such Hotel as
reflected on Exhibit E attached to the Master Agreement
("PROCEEDS EXCESS"), the amount of any such Proceeds Excess
shall be applied as follows: (a) if as of the Sale Closing of
such Hotel, there exists a Proceeds Deficit (as hereinafter
defined), the Proceeds Excess will be applied by Lessor (i)
first, to reduce any existing Proceeds Deficit amount and (ii)
second, reduce the Assigned Value of the remaining Hotels in
such amounts as determined by Lessor in its discretion and (b)
if as of the Sale Closing of such Hotel, no Proceeds Deficit
exists, the Proceeds Excess will be (i) applied by Lessor to
reduce the Assigned Value of the remaining Hotels, in such
amounts as determined by Lessor in its reasonable discretion,
taking into consideration, among other factors, the relative
operating deficits of the Hotels that are scheduled for sale
or (ii) if the Sale Closing is for the final Hotel or the
Total Assigned Values are reduced to zero (0), released to
Lessor. If at any time during the term of the Master
Agreement, the Total Assigned Values of the Hotels that have
not been sold is reduced to $1,500,000 or less and the
Proceeds Deficit has been paid in full, Lessor may, at its
option, terminate the Property Leases for such Hotels and
Lessee and Arlington will have no further right or interests
under the Property Leases or in the Hotels. As used herein,
the term "PROCEEDS DEFICIT" with respect to any Hotel, shall
mean an amount equal to the deficit between the amount of the
Net Sales Proceeds for a Hotel and the Assigned Value for such
Hotel and "PROCEEDS DEFICITS" shall mean the aggregate of such
deficits for all Hotels.
THIRD AMENDMENT TO AMENDED AND
RESTATED MASTER AGREEMENT -- PAGE 4
(d) The payment of the Proceeds Deficits shall become the absolute
and immediate obligation of Arlington pursuant to and subject
to the terms of the Proceeds Deficits Loan Agreement.
(e) Concurrently with the sale of the Port Huron Hotel, Arlington
executed, as maker, a promissory note in favor of Lessor, as
payee, in the original principal amount equal to the Proceeds
Deficits occasioned by the sale of the Port Huron Hotel, a
copy of which is attached hereto as Schedule 3 (the "PORT
HURON DEFICIT NOTE"). Lessor and Lessee acknowledge and
confirm that the current principal balance of the Port Huron
Deficit Note is $509,830.33. Concurrently with the execution
of this Third Amendment and the Proceeds Deficits Loan
Agreement, Arlington shall execute, as maker, and deliver to
Lessor a Deficit Note in the form contemplated under the
Proceeds Deficits Loan Agreement in the original principal
amount that is equal to the current outstanding principal
balance of the Port Huron Deficit Note. Concurrently with
Arlington's execution and delivery of the Deficit Note, Lessor
shall return the original Port Huron Deficit Note to
Arlington. Lessee further acknowledges and agrees that the
Arlington Fee Amount payable in connection with the sale of
the Port Huron Hotel in the amount of $164,889.60 remains
outstanding and will be paid by Lessee to Lessor on or before
October 11, 2004. Upon payment of such Arlington Fee Amount,
Lessor will apply such payment to reduce the principal balance
of the Deficit Note and will note such principal reduction to
the Deficit Note in accordance with the provisions of the
Proceeds Deficits Loan Agreement.
(f) Anything herein, in the Master Agreement or the Property
Leases to the contrary notwithstanding, if the number of
Hotels required to be sold pursuant to the Sales Schedule
exceeds the number of Hotels actually sold as the last day of
a Sale Year (i) by five (5) or less Hotels, such event shall
be deemed a Contract Rate Event of Default, and beginning on
the first (1st) day of the first (1st) month in the next Sales
Year, the Base Rent will become payable at the Contract Rate
until the first (1st) day of the month following such time as
the minimum number of Hotels have been sold for such prior
Sales Year, at which time the Pay Rate will be reinstated and
(ii) by more than five (5) Hotels, such event shall be deemed
a Default Rate Event of Default, and beginning on the first
(1st) day of the first (1st) month in the next Sales Year,
Base Rent will accrue at the Default Rate until the first
(1st) day of the month following such time as the minimum
number of Hotels have been sold for such prior Sales Year, at
which time the Contract Rate will be reinstated and the
provisions of clause (i) of this subsection (f) will again be
applicable.
(g) As used herein the term "SALES YEAR" shall mean the period
beginning on October 1 of one calendar year and ending on
September 30 of the following year.
5. CAPITAL EXPENDITURE RESERVE. Anything in the second sentence of Section
10.8 to the contrary notwithstanding, upon any sale of a Hotel, 100% of
the combined Capital Expenditure Reserve Account and the FF&E Reserve
Account (collectively, the "RESERVES") for such Hotel shall be applied
to such accounts for the remaining Hotels in such amounts as determined
by Lessor in its reasonable discretion after taking into account the
planned timing of remaining Hotel sales and the relative investment in
each Hotel necessary to derive the greatest sales value; provided,
however, that until the
THIRD AMENDMENT TO AMENDED AND
RESTATED MASTER AGREEMENT -- PAGE 5
breakfast rooms for the Rochelle Hotel, the Wooster North Hotel and the
Grand Rapids North Hotel are completed, the Reserves (inclusive of the
Port Huron Reserves) shall be applied to the costs of completing these
breakfast rooms. Lessee will use its reasonable efforts to utilize the
Reserves for the Hotels prior to the sale of the Hotels for the
purposes set forth in the Property Leases and as necessary to maintain
the Hotels as required under the Property Leases. Any Reserves
remaining at the time the last Hotel is sold will be applied to reduce
the Proceeds Deficit, and if no Proceeds Deficit exists, released to
Arlington.
6. OPERATING STATUS REPORTS. Within thirty (30) days after the end of each
calendar quarter, Lessee shall provide Lessor with a status report on
each Hotel owned by Lessor at such time, which report shall include the
following information: (a) market position information (per STAR or
other similar reports), (b) information regarding any new competition
of which Lessee is advised, and (c) information on any significant
developments impacting the Hotel's business. Such reports shall be in
addition to and not in substitution of the financial reports that
Lessee is required to provide pursuant to the terms of the Property
Leases and Master Agreement and Lessee shall continue to provide such
financial reports as required under the terms of the Property Leases
and Master Agreement.
7. SALES PROCESSES; APPROVALS.
(a) Lessee shall submit offers it or Arlington receives on the
Hotels to the Lessor on a timely basis, with Lessee's and
Arlington's opinions as to whether such offer should be
pursued.
(b) Lessee and/or Arlington will provide a monthly written status
report to Lessor describing (i) the status of any pending
sales of the Hotels and (ii) indications of interest and
offers made with respect to the potential sale of any of the
Hotels. Along with such report, Lessee shall update the
operations status report referred to in Paragraph 6 above for
any offer being submitted by Lessee, but only to the extent it
is aware of new material developments per the terms set forth
in the last such operations status reports for the applicable
Hotel.
(c) Prior to the execution of any contract for the sale of a
Hotel, Lessee shall submit the following to Lessor for
Lessor's approval, not to be unreasonably withheld or delayed:
(i) a summary of the economic terms of such proposed sale,
(ii) the identity and financial information regarding the
proposed purchaser, (iii) a copy of the proposed letter of
intent and (iv) when available, the form of the final,
execution draft of the proposed contract of sale. Within five
(5) business days after actual receipt by Lessor of (A) the
items listed in (i) through (iii) in the preceding sentence,
Lessor shall indicate its approval or disapproval of the terms
of the proposed sale and (B) the form of the final, execution
draft of the proposed contract of sale, Lessor shall indicate
its approval or disapproval of such form; provided that if
Lessor fails to respond within said five (5) business day
period, the terms of such sale and the form of the final,
execution draft of contract of sale, respectively, shall be
deemed approved and Lessee may proceed to the Sale Closing
under the terms approved (or deemed approved) by Lessor. Any
material deviation from such terms shall require the further
approval of Lessor. Any contract of sale approved (or deemed
approved) by Lessor under this Paragraph 7(c) is herein called
an "APPROVED SALES CONTRACT". Lessee shall
THIRD AMENDMENT TO AMENDED AND
RESTATED MASTER AGREEMENT -- PAGE 6
submit the items described in subsections (i) and (ii) above
by overnight courier and they shall be deemed received upon
acknowledgment of receipt by Lessor.
(d) Lessor and Lessee hereby agree and acknowledge that (i) Lessor
has agreed to the sales of the Hotels listed on Schedule 2 at
the prices listed on Schedule 2 and (ii) that Lessee need not
seek further approvals for the sales of the Hotels listed on
Schedule 2 at such prices provided that (A) such sales occur
within six (6) months following the Effective Date, (B) Lessee
submits to Lessor the proposed contract of sale for such
Hotels prior to the execution thereof in accordance with
subparagraph (c) above and (C) Lessee thereafter sells such
Hotels pursuant to terms and conditions that are substantially
similar to those set forth in the Approved Sales Contract and
at prices substantially similar or greater than those set
forth in Schedule 2. Lessor and Lessee may mutually agree at
any time to substitute Hotels for those Hotels listed in
Schedule 2.
(e) Notwithstanding, to the extent a Hotel has not sold within six
(6) months of the date the anticipated sale price and terms
are approved by Lessor pursuant to the terms of this Paragraph
7, then Lessee shall either (i) request Lessor to agree to an
extension of the closing date under the Approved Sales
Contract or (ii) submit revised sales proposals pursuant to
the provisions of subparagraph (c) above.
(f) Lessee shall cause any brokers working directly with Lessee on
the sale of Hotels to communicate with Lessor and Lessee
concurrently at the request of the Lessor.
(g) All the Hotels will be sold as "AmeriHost Inn" hotels, with
the AmeriHost franchise agreement for such Hotel to continue
after such sale, unless agreed to otherwise by Lessor and
Lessee.
8. NEGATIVE COVENANTS OF LESSEE AND ARLINGTON. Lessee and Arlington hereby
agree and covenant as follows:
(a) No dividends shall be declared or distributed with respect to
the common stock of Arlington until all amounts owing to
Lessor under the Master Agreement, the Property Leases and the
Deficit Agreement are paid in full. Notwithstanding the
foregoing, provided no Default Rate Event of Default exists,
dividends for preferred stock of Arlington may be declared and
distributed.
(b) There shall be permitted no stock buy-backs of Arlington
stock, except (i) under executive employment contracts or
employee bonus plans, provided that any buy-back under an
executive employment contract may not exceed the exercised
amount plus taxes thereon, or (ii) pursuant to stock
repurchases in the open market with the amount of cash
received through option purchases, provided in no event shall
such net cash requirement be greater than $350,000, in the
aggregate, during the term of the Master Agreement for the
items described in (i), and (ii) above.
10. CONFIDENTIALITY AGREEMENT; PRESS RELEASES. The Confidentiality
Agreement dated February 19, 2004 and executed by the parties hereto is
hereby terminated and of no further force and effect. Lessee and
Arlington agree, however, that any press release regarding the terms or
the subject matter of this Third Amendment, the Master
THIRD AMENDMENT TO AMENDED AND
RESTATED MASTER AGREEMENT -- PAGE 7
Agreement, the Property Leases, the Deficit Agreement or in any way
relating to the relationship between Lessee, Arlington and Lessor shall
be subject to the prior approval of Lessor prior to its release.
Notwithstanding the foregoing, either Lessor or Lessee may make any
such disclosures and press releases as are necessary to comply with
applicable federal or state laws, codes or regulations.
10. CONTINUED VALIDITY. Except as expressly provided in this Third
Amendment, all terms, conditions, representations, warranties, and
covenants contained in the Master Agreement and shall remain in full
force and effect, and are hereby ratified, confirmed and acknowledged
by Lessee and Arlington. All references herein or the Property Leases
to the Master Agreement shall be deemed to reference the Master
Agreement as amended by this Third Amendment, and any default of the
terms of this Third Amendment shall be deemed an event of default under
the Master Agreement and Property Leases.
11. CONSTRUCTION. This Third Amendment and the rights and obligations of
the parties hereunder shall be construed and interpreted in accordance
with and governed by, the laws of the State of Texas and applicable
laws of the United States of America.
12. BINDING EFFECT. This Third Amendment shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto and their
respective successors and assigns.
13. AGREEMENT OF ARLINGTON REGARDING GUARANTY. Arlington hereby confirms
that (i) the execution and delivery of this Third Amendment will in no
way reduce or impair Arlington's obligations under the Guaranty, which
Guaranty remains in full force and effect and (ii) the obligations of
Arlington under the Guaranty with respect to the performance of the
Lessee under the Master Agreement, includes those obligations arising
under the Master Agreement, as amended by this Third Amendment.
14. ATTORNEY FEES. Arlington and Lessee, on demand, shall pay Lessor for
all costs and expenses, including without limitation attorneys' fees
paid or incurred by Lessor in connection with the collection of any sum
due hereunder, or in connection with enforcement of any of Lessor's
rights or Arlington's and Lessee's obligations under this Third
Amendment and the Master Agreement.
15. AMENDMENT FEE. In consideration of the execution of this Third
Amendment, Arlington and Lessee have paid to Lessor as a non-refundable
deposit in the amount of $50,000.00 (the "AMENDMENT FEE"). To the
extent the actual attorney fees incurred by Lessor in connection with
the negotiation and preparation of this Third Amendment exceed the
Amendment Fee, Lessee and Arlington shall remit such excess to Lessor
within ten (10) days following delivery to Lessee and Arlington of
invoices detailing such fees.
16. JOINT AND SEVERAL LIABILITY. The obligations of Arlington and Lessee
hereunder shall be joint and several.
17. COUNTERPARTS. This Third Amendment may be executed in several
counterparts, each of which shall be fully effective as an original,
and all of which together shall constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
THIRD AMENDMENT TO AMENDED AND
RESTATED MASTER AGREEMENT -- PAGE 8
LESSOR:
PMC COMMERCIAL TRUST
By: /s/ Lance B. Rosemore
------------------------------------
Name: Lance B. Rosemore
Title: President
PMCT SYCAMORE, L.P.
By: PMCT AH-SYCAMORE, INC.,
Its general partner
By: /s/ Lance B. Rosemore
-----------------------------
Name: Lance B. Rosemore
Title: President
PMCT MACOMB, L.P.
By: PMCT AH-MACOMB, INC.,
Its general partner
By: /s/ Lance B. Rosemore
-----------------------------
Name: Lance B. Rosemore
Title: President
PMCT PLAINFIELD, L.P.
By: PMCT AH, INC, its general partner
By: /s/ Lance B. Rosemore
-----------------------------
Name: Lance B. Rosemore
Title: President
THIRD AMENDMENT TO AMENDED AND
RESTATED MASTER AGREEMENT -- SCHEDULE 3
PMCT MARYSVILLE, L.P.
By: PMCT AH, INC, its general partner
By: /s/ Lance B. Rosemore
-----------------------------
Name: Lance B. Rosemore
Title: President
[SIGNATURES CONTINUED ON NEXT PAGE]
THIRD AMENDMENT TO AMENDED AND
RESTATED MASTER AGREEMENT -- SCHEDULE 3
LESSEE:
ARLINGTON INNS, INC., formerly
AMERIHOST INNS, INC.
By: /s/ Jerry H. Herman
------------------------------------
Name: Jerry H. Herman
Title: President
By: /s/ James B. Dale
------------------------------------
Name: James B. Dale
Title: Secretary
ARLINGTON:
ARLINGTON HOSPITALITY, INC.
By: /s/ Jerry H. Herman
------------------------------------
Name: Jerry H. Herman
Title: President
By: /s/ James B. Dale
------------------------------------
Name: James B. Dale
Title: Secretary
THIRD AMENDMENT TO AMENDED AND
RESTATED MASTER AGREEMENT -- SCHEDULE 3