Exhibit 10.1
THIRD AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Third
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Amendment") is made as of November 10, 1999, among ASCENT ENTERTAINMENT GROUP,
INC., a Delaware corporation ("AEG"), ASCENT SPORTS HOLDINGS, INC., a Delaware
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corporation ("HC" and, together with AEG, "Seller"), LIBERTY DENVER ARENA LLC, a
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Delaware limited liability company ("LDA"), XXXXX AVALANCHE, LLC, a Delaware
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limited liability company ("Xxxxx Avalanche"), XXXXX NUGGETS, LLC, a Delaware
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limited liability company ("Xxxxx Nuggets"), XXXXX ARENA, LLC, a Delaware
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limited liability company ("Xxxxx Arena") and COLORADO SPORTS AND ENTERTAINMENT,
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INC. (a Delaware corporation ("Colorado Sports" and, together with Xxxxx Sports,
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Xxxxx Avalanche and Xxxxx Nuggets, the "Purchasers"). All capitalized terms
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used herein but not otherwise defined herein shall have the meanings given them
in the Agreement (as herein defined).
RECITALS
A. The parties hereto are the parties to that certain Purchase and Sale
Agreement dated as of July 27, 1999 (as amended by the First Amendment and the
Second Amendment, the "Agreement") as amended by the First Amendment to Purchase
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and Sale Agreement, dated as of October 14, 1999 (the "First Amendment") and as
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further amended by the Second Amendment to Purchase and Sale Agreement, dated as
of October 29, 1999 (the "Second Amendment").
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B. The parties to the Agreement desire to amend the Agreement as set
forth in this Third Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, and for other
good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Amendment Regarding Closing. Section 4.1 of the Agreement is hereby
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further amended (i) by deleting the words inserted by the Second Amendment "or
receipt of reasonably acceptable assurances that such conditions will be
satisfied on or prior to such second Business Day" which immediately precedes
the clause "or at such other place or at such other time or on such other date
as the parties may mutually agree upon in writing. . ." and (ii) by deleting the
following sentence at the end of Section 4.1 inserted by the Second Amendment:
"Seller and Purchasers agree to use their reasonable best efforts to ensure that
reasonable assurances will have been received in a timely manner for the Closing
to occur at noon Denver time on November 3, 1999." and replacing it with:
"Purchasers agree to use their reasonable best efforts to satisfy the closing
condition set forth in Section 7.1(i) (except for effecting the City Council
approval) by the Drop Dead Date."
2. Amendment Regarding Certain Closing Conditions. Section 7.1(i) of the
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Agreement is hereby amended by inserting the clause ", as evidenced by the City
Council approval," after the words "The City Consent" at the beginning of said
Section 7.1(i).
3. Drop Dead Date. Section 9.2 of the Agreement is hereby further
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amended by replacing the reference to "November 10, 1999 (the "Drop Dead Date")"
therein with "6:00 p.m., Denver time, Monday, November 15, 1999 (the "Drop Dead
Date"); provided, however, that if the Purchasers have entered into an agreement
with the City by no later than the Drop Dead Date with respect to the terms and
conditions of the guaranties, if any, to be provided to the City by Xxxxxx X.
Xxxxx, Xxx. Xxxxx, Xxxxx Sports Holdings, LLC and/or any of the Purchasers in
connection with the City Consent, which terms and conditions must be acceptable
to Xxxxxx X. Xxxxx and the Purchasers in their sole and absolute discretion, the
Drop Dead Date shall be extended to the date which is two (2) Business Days
after the date on which City Council approval of the City Consent is effected."
4. Captions. The captions in this Third Amendment are included for
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convenience of reference only and shall be ignored in the construction or
interpretation hereof.
5. Governing Law. This Third Amendment shall be construed in accordance
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with and governed by the internal laws (without reference to choice or conflict
of laws) of the State of Colorado.
6. Counterparts; Effectiveness. This Third Amendment may be signed in
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any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
Except as expressly amended hereby, the terms and conditions of the Agreement
shall remain in full force and effect. The Agreement, as amended by this Third
Amendment, shall be binding upon the Parties hereto and their successors and
permitted assigns. This Third Amendment shall be effective as of the date first
written above.
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COUNTERPART SIGNATURE PAGE TO
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AMONG ASCENT
ENTERTAINMENT GROUP, INC., LIBERTY DENVER ARENA LLC AND XXXXX
AVALANCHE, LLC, XXXXX NUGGETS, LLC, XXXXX ARENA, LLC AND
COLORADO SPORTS AND ENTERTAINMENT, INC.
DATED AS OF NOVEMBER 10, 1999
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be
duly executed by their respective authorized officers or managers as of the day
and year first above written.
AEG:
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ASCENT ENTERTAINMENT GROUP, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Vice President, Business and Legal Affairs
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HC:
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ASCENT SPORTS HOLDINGS, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Vice President
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COUNTERPART SIGNATURE PAGE TO
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AMONG ASCENT
ENTERTAINMENT GROUP, INC., LIBERTY DENVER ARENA LLC AND
XXXXX AVALANCHE, LLC, XXXXX NUGGETS, LLC,
XXXXX ARENA, LLC AND COLORADO SPORTS AND ENTERTAINMENT, INC.
DATED AS OF NOVEMBER 10, 1999
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers or managers as of the day
and year first above written.
XXXXX AVALANCHE:
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XXXXX AVALANCHE, LLC,
a Delaware limited liability company:
By: Xxxxx Sports Holdings, LLC
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx,
Managing Member
XXXXX NUGGETS:
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XXXXX NUGGETS, LLC,
a Delaware limited liability company
By: Xxxxx Sports Holdings, LLC
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx,
Managing Member
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COUNTERPART SIGNATURE PAGE TO
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AMONG ASCENT
ENTERTAINMENT GROUP, INC., LIBERTY DENVER ARENA LLC AND
XXXXX AVALANCHE, LLC, XXXXX NUGGETS, LLC,
XXXXX ARENA, LLC AND COLORADO SPORTS AND ENTERTAINMENT, INC.
DATED AS OF NOVEMBER 10, 1999
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers or managers as of the day
and year first above written.
XXXXX ARENA:
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XXXXX ARENA, LLC,
a Delaware limited liability company:
By: Xxxxx Sports Holdings, LLC
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx,
Managing Member
COLORADO SPORTS:
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COLORADO SPORTS AND
ENTERTAINMENT, INC.,
a Delaware corporation
By: Xxxxx Sports Holdings, LLC
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx,
President and Chief Executive Officer
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COUNTERPART SIGNATURE PAGE TO
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AMONG ASCENT
ENTERTAINMENT GROUP, INC., LIBERTY DENVER ARENA LLC AND
XXXXX AVALANCHE, LLC, XXXXX NUGGETS, LLC,
XXXXX ARENA, LLC AND COLORADO SPORTS AND ENTERTAINMENT, INC.
DATED AS OF NOVEMBER 10, 1999
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers or managers as of the day
and year first above written.
LDA:
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LIBERTY DENVER ARENA LLC,
a Delaware limited liability company
By: LMC Denver Arena, Inc.,
a Delaware corporation, its sole member
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Senior Vice President
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