Exhibit 10.4
THIRD AMENDMENT dated as of April 24, 2001 (this "Amendment"),
to the Purchase Agreement dated as of October 30, 2000, as amended by a First
Amendment dated February 28, 2001 and a Second Amendment dated as of April 5,
2001 (the "Purchase Agreement"), among COLONY RIH ACQUISITIONS, INC., a Delaware
corporation, SUN INTERNATIONAL NORTH AMERICA, INC., a Delaware corporation, and
GGRI, INC., a Delaware corporation. Each capitalized term used and not otherwise
defined herein shall have the meaning assigned to such term in the Purchase
Agreement.
WHEREAS, pursuant to the Purchase Agreement, Buyer has agreed
to purchase (i) all of the outstanding shares of capital stock of RIH from
Seller and (ii) the Warehouse Assets and all of the outstanding shares of
capital stock of New Pier from Parent; and
WHEREAS, Parent and Seller seek to amend the Purchase
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual agreements
herein contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Amendment to the Purchase Agreement.
(a) Section 3.2 of the Purchase Agreement is hereby amended by
adding the following sentence to the end of such Section:
"Seller acknowledges that $2,778,430.61 of the Purchase Price
shall be paid directly by RIH (on behalf of Buyer) to Seller at the direction of
Buyer, contemporaneously with the Closing."
Section 2. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CHOICE
OF LAW PROVISIONS THEREOF.
Section 3. Headings. The headings of this Amendment are for purposes of
convenience only and shall not affect the meaning or interpretation of this
Amendment.
Section 4. Counterparts. This Amendment may be executed (including by facsimile
transmission) with counterpart signature pages or in several counterparts, each
of which shall be deemed an original and all of which shall together constitute
one and the same instrument.
Section 5. Effect of Amendment. Except as expressly amended by this Amendment,
the Purchase Agreement shall remain in full force and effect as the same was in
effect immediately prior to the effectiveness of this Amendment. All references
in the Purchase Agreement to "this Agreement" shall be deemed to refer to the
Purchase Agreement as amended by this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
day and year first above written.
SUN INTERNATIONAL NORTH AMERICA, INC.,
as Parent,
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President and Secretary
GGRI, INC.,
as Seller
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
COLONY RIH ACQUISITIONS, INC.,
as Buyer
By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
Title: Vice President and Secretary
