Amendment to Agreement for Sale and Purchase of Hotel



 Exhibit 10.2 
  
 Amendment to Agreement for Sale and Purchase of Hotel 
  
 This Amendment to the Agreement for Sale and Purchase of Hotel (the “Amendment”) is made and is effective as of
October 4, 2005. Capitalized terms used herein and not otherwise defined shall have the meanings provided therefor in the Purchase Agreement (as hereinafter defined). 
  
 W I T N E S S E T H: 
  
 WHEREAS, SHC SCHAUMBURG II, L.L.C., a Delaware limited liability
company (“Seller”), and THE PROCACCIANTI GROUP, LLC, a Rhode Island limited liability company (“Purchaser”) are parties to that certain Agreement for Sale and Purchase of Hotel commonly know as Marriott Chicago Schaumburg located
at 50 N. Martingale Road, Schaumburg, Illinois (the “Hotel”).dated and effective as of September 7, 2005 (the “Purchase Agreement”); and 
  
 WHEREAS, the undersigned desire to amend the Purchase Agreement as set forth below: 
  
 NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, the parties hereto agree as follows: 
  

	1.	Amendments to Purchase Agreement. 

  
 (a) Section 3.01 of the Purchase Agreement is hereby amended and restated in its entirety to provide as follows: 
  
 3.01 Purchase Price. The purchase price
(“Purchase Price”) to be paid by Purchaser to Seller at the Closing shall be Twenty Three Million Three Hundred Eighty Thousand and no/100 Dollars ($23,380,000), plus or minus prorations and adjustments as provided in this
Agreement. The Purchase Price shall be payable by Purchaser as follows: 
  
 (a) On or before 3:00 P.M. (Central Time) on the next Business Day following the full execution and delivery of this Agreement, TIME BEING OF THE ESSENCE, Purchaser shall deposit with the Title Company, as escrow
agent, the amount of Five Hundred Thousand and no/100 Dollars ($500,000) by a certified check or wire transfer of immediately available United States of America funds as an earnest money deposit (together with interest earned thereon, the
“Initial Deposit”); 
  
 (b) On or prior
to the Second Due Diligence Expiration Date (defined below), TIME BEING OF THE ESSENCE, unless this 







 Agreement has been terminated by Purchaser pursuant to Section 4.04 below, Purchaser shall deposit
with the Title Company, as escrow agent, the amount of Five Hundred Thousand and no/100 Dollars ($500,000) by a certified check or wire transfer of immediately available United States of America funds as an additional earnest money deposit
(together with interest earned thereon, the “Second Deposit”; and together with the Initial Deposit, the “Earnest Money”); and 
  
 (c) On the date of Closing, Purchaser shall pay the balance of the Purchase Price, subject to the prorations and adjustments provided for in this
Agreement, in cash by certified check or wire transfer of immediately available United States of America funds to the Seller in accordance with the terms and conditions of this Agreement. Purchaser shall be responsible for any income taxes payable
with respect to any interest and/or dividends earned with respect to the Earnest Money. For those purposes, Purchaser’s federal taxpayer identification number is 05-0497199. 
  
 (b) Section 3.03 of the Purchase Agreement is hereby amended and restated in its entirety to provide as follows:

  
 3.03 Allocation of Purchase Price.
The Purchase Price shall be allocated among the various components of the Property in the following manner: 
  

				
	 Real Property
	  	$	21,042,000
	 Tangible Personal Property
	  	$	2,338,000

  

	2.	Miscellaneous. 

  
 a. This Amendment is an amendment and supplement to (and not a novation of) the Purchase Agreement. Except as specifically amended by this
Amendment, the Purchase Agreement is, and continues to be, in full force and effect as in effect prior to the date hereof. 
  
 b. The Purchase Agreement (as amended hereby) may not be further modified, amended or supplemented except in writing signed by the party
against whom enforcement of such modification, amendment or supplement is sought. 
  
 c. The headings and captions of the various subdivisions of this Amendment are for convenience of reference only and shall in no way
modify, or affect, or be considered in construing or interpreting the meaning or construction of any of the terms or provisions hereof. 
  

 2 








 d. This Amendment may be executed in two or more counterparts, and by different parties
hereto on separate counterparts (and by facsimile), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
  
 [Remainder of Page Intentionally Blank] 
  

 3 








 IN WITNESS WHEREOF, the parties hereto have executed or caused this Agreement to be executed, all
as of the day and year first above written. 
  

			
	SELLER:
	
	 SHC SCHAUMBURG II, L.L.C.,
 a Delaware
limited liability company

		
	By:	 	 /s/ Monte Huber


	Name:	 	Monte Huber
	Its:	 	Vice President
	
	PURCHASER:
	
	 THE PROCACCIANTI GROUP, LLC,
 a Rhode Island
limited liability company

		
	By:	 	 /s/ James Procaccianti


	Name:	 	James Procaccianti
	Its:	 	President


  
 [Signature
Page to Amendment to Purchase Agreement]