Exhibit 10.77
OPTION AGREEMENT
THIS AGREEMENT is made this 13th day of November, 1996, in the City of Las
Vegas, County of Xxxxx, State of Nevada, by and between SANTA FE GAMING
CORPORATION ("SFG" and/or "Optionors"), and XXX XXXXX and assignees ("Xxxxx"
and/or "Optionees").
WHEREAS, Optionors are owners of certain real property situated in Las
Vegas, Xxxxx County, Nevada, located on the East side of Las Vegas Blvd., North
of Xxxxxxx Xxxx. (See, Exhibit "A" attached hereto).
WHEREAS, Optionees desire to acquire the exclusive right to purchase the
subject property at the agreed upon price, and upon the specified terms and
conditions as herein set forth.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Optionors hereby grant Optionees the exclusive right to purchase the
property at a price and under the terms and conditions as set forth herein. The
option shall commence on the day and year first above written, and until six (6)
months from the date that the Optionee delivers payment of the Option Price as
stated hereinbelow. This option is granted in consideration of Optionees payment
to Optionors of the sum of TWO MILLION EIGHT HUNDRED THOUSAND DOLLARS
($2,800,000), on or before November 19, 1996.
2. If this option or any extension thereof is exercised in accordance
with its terms and consideration paid to Optionors by Optionees, such sums shall
be applied to the purchase price.
3. In the event this option or any extension thereof is not exercised,
all sums paid and services rendered to Optionors by Optionees shall be converted
to a loan secured by a first deed of trust on the real property and the
Optionors shall execute a promissory note reflecting the principal balance of
$2,800,000 with interest at the rate of ten percent (10%) per annum (accruing
from the date of payment by Optionees of the Option Price to Optionors) and a
loan origination fee in the amount of $50,000 to be paid to Optionee. The term
of the loan shall be for a period of Twelve (12) months, commencing upon the
date that the Optionee provides written notice to the Optionor that the Optionee
shall not exercise the option. During the term of the option, the Optionor
shall cooperate and shall assist the Optionee in the Optionee's due diligence
reviewing the matters directly and indirectly affecting the title of the real
property and any other contingency and/or condition that the Optionee requests
of the Optionor. Further, the Optionor shall cooperate with the Optionee to
make application for change of zoning on the property and any other actions
necessary for the Optionee to effect the purchase of the real property. The
Optionor shall grant the Optionee access to the property during the option
period for the purpose of performing any inspections or tests that the Optionee
deems necessary, provided the property is left or returned to the Optionor in
substantially the same condition as found.
4. The Optionee agrees that the Optionee, if the Optionee exercises the
option, shall pay the Optionor the net sum of THREE MILLION ONE HUNDRED FIFTY
THOUSAND DOLLARS ($3,150,000) for the purchase of said property. The Optionee
shall receive a credit for the option price of TWO MILLION EIGHT HUNDRED
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THOUSAND DOLLARS ($2,800,000). Optionee shall pay the commission of ONE HUNDRED
THOUSAND DOLLARS ($100,000) to the listing agent, MARTEC REALTY, at such time as
escrow is closed for the purchase of said property. The Optionor certifies and
warrants that the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000) is the full sum
due the listing agent, and no other sums are due and owing to any other agent
and/or broker except for Optionees' broker, REALTY 500/XXXXX CORPORATION, which
sums shall be paid by Optionee. Further, Optionee shall pay all commissions,
fees, costs of escrow, or any other expenses necessary to complete and close the
transaction contemplated herein.
The Optionee may assign this Agreement to an entity that the Optionee
designates. The Optionor shall not withhold their written consent to the
assignment of this Agreement to an entity.
5. Unless otherwise provided herein, any notice, tender or delivery to be
given hereunder by either party to the other may be effected by personal
delivery in writing or by registered or certified mail, postage prepaid, return
receipt requested, and shall be deemed communicated as of three (3) days from
date of mailing. Mailed notices shall be addressed as set forth below, but each
party may change his address by written notice in accordance with this
paragraph.
To Optionors : SANTA FE GAMING CORPORATION
ATTN: Xxxxx Xxxxxx
0000 Xxxxx Xxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
To Optionees : XXX XXXXX
000 Xx. Xxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxx 00000
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This instrument contains the entire agreement between the parties relating
to the Option herein granted. Any oral representation or modifications
concerning this instrument shall be of no force and effect except in a
subsequent modification, in writing, signed by the party to be charged.
In the event of any controversy, claim or dispute between the parties
hereto arising out of, or relating to, this Agreement or the breach thereof, the
prevailing party shall be entitled, in addition to such other relief as may be
granted to a reasonable sum as and for attorneys' fees and such litigation,
which shall be determined by the court in such litigation or in a separate
action brought for this purpose.
This Agreement shall bind and inure to the benefit of respective heirs,
personal representatives, successors and assigns of the parties.
IN WITNESS WHEREOF, the parties have hereunto executed this Option
Agreement the day and year first written above.
SANTA FE GAMING CORPORATION
By: /s/ Xxxxx Xxxxxx /s/ Xxx Xxxxx
_________________________ ___________________________
XXXXX XXXXXX XXX XXXXX
Its Authorized Representative
By: /s/ Xxxx X. Xxxxxx
___________________________
XXXX X. XXXXXX, CHAIRMAN
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