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EXHIBIT 10.3
SECOND AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE
OF REAL ESTATE AND PERSONAL PROPERTY
THIS SECOND AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE OF REAL ESTATE AND
PERSONAL PROPERTY (hereinafter referred to as the "Amendment"), effective
September 5, 2003 (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 A. D. JULDAN ENTERPRISES, LLC, a Mississippi limited liability
company (hereinafter referred to as "Purchaser").
WHEREAS, Seller and Purchaser entered into that certain Agreement for Sale
and Purchase of Real Estate and Personal Property, dated June 2, 2003, and
amended by that certain Amendment to Agreement for Sale and Purchase of Real
Property and Personal Property, dated August 29, 2003, and last revised
September 5, 2003 (hereinafter collectively referred to as the "Agreement").
WHEREAS, Seller and Purchase desire to amend the Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, and other
valuable consideration, the receipt and sufficiency of which is acknowledged,
Seller and Purchaser agree as follows:
1. The following paragraph is hereby substituted for the first paragraph of
Article 14 of the Agreement:
Within ten business days after the effective date of this agreement, Seller
shall deliver to Purchaser all documents in its possession regarding the
Project, including (but not limited to) site plans, building plans, surveys,
permits, studies (including all environmental and wetlands phases), reports,
leases, contracts, and other agreements which affect the Project. Purchaser
intends to complete its physical inspection of the Project on the earlier of
5:00 p.m., central time on (a) October 15, 2003 or (b) the second business day
after the Biloxi City Council votes upon the application for rezoning of the
"Property", which is presently scheduled for September 30, 2003 ("Inspection
Period"), which inspection shall be at the sole cost and expense of Purchaser.
Before the expiration of the Inspection Period, Purchaser has the right to
terminate this agreement for any reason. Purchaser's initial xxxxxxx money
deposit, as provided in the first sentence of Section 2.2(a) of the Agreement,
shall become non-refundable on September 5, 2003. If Purchaser does not give
Seller written notice before the expiration of the Inspection Period of
Purchaser's election to terminate this Agreement, Purchaser's additional
xxxxxxx money deposit, as provided in the second sentence of Section 2.2(a) of
the Agreement, shall become non-refundable.
2. It is agreed among the Parties hereto that the fair market value of the
Property varies based upon use and zoning, and that they have agreed to
allocate the purchase price as set forth in Exhibit "A" hereto.
3. This Amendment shall be subject to the approval of the holder of the
first deed of trust encumbering the Property.
4. Except as otherwise modified herein, the terms and conditions of the
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Agreement, as amended, shall remain in full force and effect and are hereby
reaffirmed by the parties.
IN WITNESS WHEREOF, the Seller and Purchaser have caused this Second
Amendment to the Agreement for Sale and Purchase of Real Estate and Personal
Property to be executed by its proper officers this day of September,
2003, but effective as of September 5, 2003.
SELLER:
PRESIDENT XXXXXXXXXX HOTEL, L.L.C.
By: /s/ Xxxx X. Xxxxxxxxx
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Printed Name: Xxxx X. Xxxxxxxxx
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Title: President
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PURCHASER:
A. D. JULDAN ENTERPRISES, LLC
By: /s/ Xxxxxx Xxxxx
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Printed Name: Xxxxxx Xxxxx
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Title: President
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EXHIBIT A
ALLOCATION OF PURCHASE PRICE
The Purchase Price shall be allocated among the proposed rezoning and uses
of the various parcels of real property making up the Property, as set forth
in the June 2, 2003 Agreement entered into between A.D. Juldan Enterprises,
LLC, as Purchaser, and President Xxxxxxxxxx Hotel, L.L.C., as Seller,
according to the proposed rezoning of the Property, as depicted in the
proposed preliminary plat of the subdivision of the Property submitted to the
Biloxi Planning Commission, and made a part hereof as if attached hereto, and
shall be allocated on a Pro-Rata basis according to the sum of the number of
acres multiplied by the following approximate per acre values:
1. Commercial Value $150,000.00, per acre; (consisting of
75 +/- acres);
2. Residential Value $20,000.00, per acre; (consisting of
83 +/- acres); and
3. Detention Pond& $5,000.00, per acre (consisting of
Roadway Value 25 +/- acres).
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