LEVERAGED EQUITY MANAGEMENT, INC.
ONE MARKET - XXXXXXX XXXXXX XXXXX - XXXXX 0000
XXX XXXXXXXXX, XXXXXXXXXX (000) 000-0000
XXXX X. VON der XXXXXX
MANAGING DIRECTOR
January 11, 1996
Xx. Xxxxx Xxxx
President
SHF Acquisition Corp.
0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Dear Xx. Xxxx:
The purpose of this letter, if accepted by you in the manner
provided below, is to evidence the following agreements between
West Coast Properties, LLC ("WCP") , and affiliate of Leveraged
Equity Management, Inc. and SHF Acquisition Corp. ("SHF"), a
subsidiary of Dunes Hotels and Casinos, Inc.
1. OUTSIDE DATA. As used in this letter, "Outside Date" means
February 29, 1996 or other date mutually agreed, time being of
the essence.
2 PROPERTY PURCHASE. WCP is interested to acquire from SHF 20
finished single family lots in Village 6 of Rancho Murieta. The
Purchase Price shall be paid in installments of $40,000 per lot
at the closing of the property purchase plus the Success Payments
(as defined below) when each home is sold. In addition to the
Purchase Price, WCP will satisfy, at the closing the first trust
deed in the amount of approximately $2,000 per lot payable to
Rancho Murieta Association for park fees. All amounts due to SHF
under a reimbursement agreement with Rancho Murieta Community
Services District are not included in this transaction. WCP and
SHF acknowledge and agree that such proposed transactions will b
e entered into only if and when, on or before the Outside Date,
the parties are able to reach agreement, on all of the terms and
conditions to be contained in the definitive agreements
("Definitive Agreements") documenting the transactions, and WCP
and SHF are both satisfied with all their business and legal due
diligence in connection with the proposed transactions. It is
further understood that the terms of this letter of intent will
be subject to the approval of the Board of Directors of Dunes
Hotel and Casinos Inc. In the event the Board of Directors of
Dunes Hotels and Casinos Inc. approves the terms of this letter
of intent, SHF and WCP agree
Xx. Xxxxx Xxxx
SHF Acquisition Corp.
Page 2
to use good faith efforts until the Outside Date to attempt to
reach agreement on all of the terms of the Definitive Agreements.
It is further understood that the terms of the Definitive
Agreement will be subject to the approval of the Board of
Directors of Dunes Hotels and Casinos Inc.
3. SUCCESS PAYMENTS. When each home is sold, WCP will pay to
SHF a Success Payment equal to the difference between 20 percent
of the gross sales price of the home and $40,000.
4. LOT SELECTION AND OPTION. One half of the initial 20 lots
will be fairway lots and one half will be interior lots.
Provided WCP has built and closed the sale of at least 15 homes
by June 30, 1997, WCP be entitled to exercise and option to
purchase and additional 20 lots for a total price of $45,000 per
lot plus the Success Payments.
5. LOT SALES AND LOT EXCHANGES. WCP agrees to sell finished
homes only. If any buyer identified by WCP wishes to purchase a
lot owned by SHF, WCP will receive a six percent commission from
SHF on that sale. If any buyer wishes tp [purchase a home from
WCP on a lot owned by SHF, WCP shall have the right to exchange a
comparable lot in its inventory for the subject lot. The
definitive Agreements shall include a mechanism for determining
comparability of lots.
6. DUE DILIGENCE. WCP and SHF have commenced business and legal
due diligence with respect to the proposed transactions. SHF and
WCP shall cooperate with all due diligence activities of the
respective parties.
7. REIMBURSEMENT. WCP and SHF will each cover their own legal
expenses.
8. EXCLUSIVITY. SHF agrees that until the Outside Date, neither
SHF nor any affiliate of SHF shall solicit, discuss or entertain
other offers or proposals which would replace, in whole or part,
the proposed transactions. This provision does not preclude SHF
from selling individual lots in the ordinary course of business.
9. CONFIDENTIALITY. Neither WCP or SHF shall disclose the
existence of this letter or the proposed transactions
contemplated herein, except for disclosure required by law or
disclosure to accountants, attorneys, consultants and others in
connection with the activities contemplated herein.
10. NO LIABILITY. After the Outside Date, except for the
obligations of the parties pursuant to paragraph 9 above, WCP and
SHF shall have no liability or obligations in connection with the
proposed transactions if for any reason the proposed transactions
shall have failed to close.
Xx. Xxxxx Xxxx
SHF Acquisition Corp.
Page 3
If the foregoing is acceptable to SHF, please execute and return
a copy of this letter to the undersigned.
Sincerely,
/s/ Xxxx X. Von der Xxxxxx
Xxxx P. Von der Xxxxxx
Agreed & Accepted:
SHF Acquisition Corp.
By: /s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx, President Date: 1/16/96
