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EXHIBIT 10.3
SECOND AMENDMENT TO AGREEMENT FOR
PURCHASE AND SALE OF PROPERTY
THIS SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF PROPERTY
(hereinafter referred to as the "Amendment"), dated as of January 15, 2004
(hereinafter referred to as the "Effective Date"), is by and between PRESIDENT
XXXXXXXXXX HOTEL, L.L.C., a Mississippi limited liability company, successor
to BH Acquisition Corporation (hereinafter referred to as "Seller"), and SITE
REALTY, INC., a California corporation (hereinafter referred to as "Buyer").
WHEREAS, Seller and Buyer desire to amend that certain Agreement for
Sale and Purchase of Real Estate and Personal Property, dated June 24, 2003,
as amended by that certain Amendment to Agreement for Purchase and Sale of
Property, dated as of October 27, 2003 (hereinafter collectively referred to
as the "Agreement") in order to extend the outside date for Closing as
provided herein.
NOW, THEREFORE, in consideration of the foregoing premises, and other
valuable consideration, the receipt and sufficiency of which is acknowledged,
Seller and Buyer agree as follows:
1. Notwithstanding anything in the Agreement to the contrary, the
xxxxxxx money deposit of One Hundred Thousand Dollars ($100,000.00) shall be
immediately released to Seller, shall be irrevocable, non-refundable and shall
be credited against the Purchase Price at Closing, if Closing occurs. The
parties hereby instruct the Escrowee to release the xxxxxxx money deposit of
One Hundred Thousand Dollars ($100,000.00) to Seller at the following address:
President Xxxxxxxxxx Hotel, L.L.C., 0000 Xxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxxxxx
00000, Attn: Xxxxx Xxxxx.
2. Notwithstanding anything in the Agreement to the contrary, the Date
of Closing shall be on or before March 16, 2004. The Document Delivery Date
shall be March 9, 2004. If Buyer fails to deliver Buyer's Deliveries by the
Document Delivery Date or fails close on or before March 16, 2004, the
Agreement shall be automatically terminated and Buyer shall have no further
remedies, except as otherwise provided herein.
3. Notwithstanding anything in the Agreement to the contrary, if the
Property is destroyed prior to the Date of Closing, Seller shall pay Buyer up
to One Hundred Thousand Dollars ($100,000.00) of Seller's insurance proceeds
for such destruction, so long as such insurance proceeds are at least Five
Million Dollars ($5,000,000).
4. Except as otherwise modified herein, the terms and conditions of the
Agreement shall remain in full force and effect and are hereby reaffirmed by
the parties.
5. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original and all of which together shall
constitute one and the same instrument. Each party need not sign the same
counterpart of this Amendment in order for the same to be fully executed. The
facsimile transmission of executed counterparts of this Amendment shall have
the same binding effect as the hand-delivery of originally signed
counterparts.
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IN WITNESS WHEREOF, the Seller and Buyer have caused this Second
Amendment to the Agreement for Sale and Purchase of Property to be executed by
its proper officers as of the day first above written.
SELLER:
PRESIDENT XXXXXXXXXX HOTEL, L.L.C.
By: /s/ Xxxx X. Xxxxxxxxx
------------------------
Printed Name: Xxxx X. Xxxxxxxxx
Title: President
BUYER:
SITE REALTY, INC.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------
Printed Name: Xxxxxxx X. Xxxxx
Title: Pres
