exv10w26w1



 






EXHIBIT 10.26.1




AMENDMENT TO AGREEMENT OF PURCHASE AND SALE




     THIS
AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is made this 11TH
day of November 2005, by and between RUBY SACRAMENTO CAL EXPO LIMITED PARTNERSHIP, RUBY WILMINGTON
NEWARK LIMITED PARTNERSHIP, RUBY ORLANDO INTERNATIONAL LIMITED PARTNERSHIP, RUBY ANN ARBOR LIMITED
PARTNERSHIP, RUBY FISHKILL LIMITED PARTNERSHIP, RUBY FT. WORTH RIVER PLAZA LIMITED PARTNERSHIP,
RUBY PROVIDENCE WARWICK LIMITED PARTNERSHIP, and RUBY TYLER HOTEL LIMITED PARTNERSHIP
(collectively, the “Seller”) and SCHUYLKILL, LLC (the “Buyer”).



RECITALS:




     WHEREAS, Seller and Buyer are parties to that certain Agreement of Purchase and Sale dated
October 12, 2005 (the “Agreement of Sale”), whereby Seller agreed to sell to Buyer and Buyer agreed
to buy from Seller that certain “Property” as defined in the Agreement of Sale; and



     WHEREAS, the Seller and Buyer desire to amend the Agreement of Sale on the terms and
conditions hereinafter provided.



     NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and
other good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the Seller and the Buyer, intending to be legally bound, hereby agree as follows:



     1. Study Period. Paragraph 42 of the “Definitions” section of the Agreement of Sale
is hereby deleted and replaced with the following: “Study Period: The period commencing
on the Effective Date and continuing through 5:00 p.m. Eastern Standard Time on November 18, 2005.”



     2. Miscellaneous.



          (a) For purposes of this Amendment, unless otherwise defined herein, all terms used herein
shall have the respective meanings assigned to such terms in the Agreement of Sale.




          (b) In the event of any inconsistencies between the terms and conditions of this Amendment and
the terms and conditions of the Agreement of Sale, the terms and conditions of this Amendment shall
control.




          (c) Except as modified pursuant hereto, no other changes or modifications to the Agreement are
intended or implied and in all other respects the Agreement of Sale is hereby specifically ratified
and confirmed by all parties hereto effective as of the date hereof. The Agreement of Sale and
this Amendment shall be read and construed as one Agreement of Sale.




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          (d) This Amendment shall be binding upon and inure to the benefit of each of the parties
hereto and their respective successors and assigns.




          (e) The Agreement of Sale as modified by this Amendment may be further modified only by an
agreement in writing signed between the parties hereto. The Agreement of Sale and this Amendment
and any exhibits attached thereto contain the entire Agreement of Sale between the Seller and Buyer
and there are no other terms, obligations, covenants, representations, statements or conditions or
otherwise of any kind or nature whatsoever between the parties.




          (f) This Amendment may be executed in two or more counterparts each of which shall deemed to
be an original, but all of which taken together shall constitute one and the same instrument. When
counterparts have been executed by all parties, they shall have the same effect as if the
signatures to each counterpart or copy were upon the same document and copies of such documents
shall be deemed valid as originals. The parties agree that all such signatures may be transferred
to a single document upon the request of any party.




          (g) This Amendment may be signed by facsimile copy. The Seller and Buyer agree to exchange
manually signed copies promptly following the execution and exchange of the facsimile copies.




     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have executed
this Amendment as of the date first above written.



	 	 	 	 	 
	 	BUYER:



SCHUYLKILL, LLC, a Delaware limited liability company

 	 
	 	By:  	/S/ STEVE FAIRBANKS
 	 
	 	 	Steve Fairbanks 	 
	 	 	Authorized Member 	 
	 



[ADDITIONAL SIGNATURES ON FOLLOWING PAGES]





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SELLER SIGNATURE PAGE TO AMENDMENT AGREEMENT OF PURCHASE AND

SALE BETWEEN UNDERSIGNED SELLERS AND SCHUYLKILL, LLC DATED

NOVEMBER 11, 2005




	 	 	 	 	 
	 	SELLER:



RUBY SACRAMENTO CAL EXPO LIMITED PARTNERSHIP

 	 
	 	By:  	Ruby Senior General Partner II LLC, its general partner
 	 



	 	 	 	 	 
	 	 	 
	 	By:  	/S/ DAVID A. BROOKS
 	 
	 	 	Name:  	DAVID A. BROOKS 	 
	 	 	Its: CHIEF LEGAL OFFICER 	 
	 



	 	 	 	 	 
	 	RUBY WILMINGTON NEWARK LIMITED PARTNERSHIP

 	 
	 	By:  	Ruby Senior General Partner II LLC, its general partner
 	 



	 	 	 	 	 
	 	 	 
	 	By:  	/S/ DAVID A. BROOKS
 	 
	 	 	Name:  	DAVID A. BROOKS 	 
	 	 	Its: CHIEF LEGAL OFFICER 	 
	 



	 	 	 	 	 
	 	RUBY ORLANDO INTERNATIONAL LIMITED PARTNERSHIP

 	 
	 	By:  	Ruby Senior General Partner I LLC, its general partner
 	 



	 	 	 	 	 
	 	 	 
	 	By:  	/S/ DAVID A. BROOKS
 	 
	 	 	Name:  	DAVID A. BROOKS 	 
	 	 	Its: CHIEF LEGAL OFFICER 	 
	 



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SELLER SIGNATURE PAGE TO AMENDMENT AGREEMENT OF PURCHASE AND

SALE BETWEEN UNDERSIGNED SELLERS AND SCHUYLKILL, LLC DATED

NOVEMBER 11, 2005




	 	 	 	 	 
	 	RUBY ANN ARBOR LIMITED PARTNERSHIP

 	 
	 	By:  	Ruby Senior General Partner II LLC, its general partner
 	 



	 	 	 	 	 
	 	 	 
	 	By:  	/S/ DAVID A. BROOKS
 	 
	 	 	Name:  	DAVID A. BROOKS 	 
	 	 	Its: CHIEF LEGAL OFFICER 	 
	 



	 	 	 	 	 
	 	RUBY FISHKILL LIMITED PARTNERSHIP

 	 
	 	By:  	Ruby Senior General Partner I LLC, its general partner
 	 



	 	 	 	 	 
	 	 	 
	 	By:  	/S/ DAVID A. BROOKS
 	 
	 	 	Name:  	DAVID A. BROOKS 	 
	 	 	Its: CHIEF LEGAL OFFICER 	 
	 



	 	 	 	 	 
	 	RUBY FT. WORTH RIVER PLAZA LIMITED PARTNERSHIP

 	 
	 	By:  	Ruby Senior General Partner I LLC, its general partner
 	 



	 	 	 	 	 
	 	 	 
	 	By:  	/S/ DAVID A. BROOKS
 	 
	 	 	Name:  	DAVID A. BROOKS 	 
	 	 	Its:  CHIEF LEGAL OFFICER 	 
	 



	 	 	 	 	 
	 	RUBY PROVIDENCE WARWICK LIMITED PARTNERSHIP

 	 
	 	By:  	Ruby Senior General Partner II LLC, its general partner
 	 



	 	 	 	 	 
	 	 	 
	 	By:  	/S/ DAVID A. BROOKS
 	 
	 	 	Name:  	DAVID A. BROOKS 	 
	 	 	Its: CHIEF LEGAL OFFICER 	 
	 




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SELLER SIGNATURE PAGE TO AMENDMENT AGREEMENT OF PURCHASE AND

SALE BETWEEN UNDERSIGNED SELLERS AND SCHUYLKILL, LLC DATED

NOVEMBER 11, 2005




	 	 	 	 	 
	 	RUBY TYLER HOTEL LIMITED PARTNERSHIP

 	 
	 	By:  	Ruby Senior General Partner I LLC, its general partner
 	 



	 	 	 	 	 
	 	 	 
	 	By:  	/S/ DAVID A. BROOKS
 	 
	 	 	Name:  	DAVID A. BROOKS 	 
	 	 	Its: CHIEF LEGAL OFFICER 	 
	 




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