FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (WITH OPTION)
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (With Option)
(the "First Amendment") is made and entered into as of August 24, 1998
by and between The Xxxxx Xxxx Companies, a Nevada corporation
("Purchaser") and RZ Corporation, a Nevada corporation, ("Seller"),
based upon the following:
RECITALS
A. The parties hereto entered into a Purchase and Sale Agree-
ment (with Option) dated as of August 12, 1998 (the "Agreement").
B. Section 10.1 of the Agreement provided for a Closing to
occur on August 25, 1998.
C. The parties hereto are desirous of extending the Closing
date and further amending the Agreement in several particulars as
hereinafter set forth in this First Amendment.
D. Capitalized terms used in this First Amendment shall be
defined as set forth in the Agreement.
NOW, THEREFORE, based upon the foregoing and in consideration of
the mutual covenants herein set forth, it is agreed as follows:
1. Section 1.25 of the Agreement is amended by the addition of
the following language:
The Purchase Price shall be increased by an amount equal to
the product of Twenty One Thousand, Eight Hundred and Sixty
Three Dollars ($21,863.00) times the number of calendar days
elapsed from but excluding August 25, 1998 to and including
the Closing.
2. Section 2 of the Agreement is amended by the addition of the
following subsection:
2.3.5 Seller's Covenant. Seller agrees that after the
Closing it shall not raise any defenses to the Condemnation
Proceeding except those relating to the amount of just
compensation.
EXHIBIT 10.5
3. Section 5.17 of the Agreement is amended to read:
That Seller has attached hereto as Exhibit "E" true and
correct copies of the Leases and all amendments and
modifications thereto and there are no agreements with
respect to the term of such Leases except as set forth on
Exhibit "E"; that there are no leases (not including sub-
leases) affecting the Property currently in effect not
contained in Exhibit "E,"; that the Leases are in full force
and effect and that no party thereto is in default; and that
the Leases contain no options to purchase any part of the
Property.
4. The following sentence shall be added to 9.1.3:
The Title Company shall also be irrevocably committed to
issue as endorsements to the Title Policy, in addition to
such other endorsements to the Title Policy as Purchaser may
reasonably request at its sole expense, a CLTA 116.4
contiguity endorsement insuring that the Condemned Parcel is
contiguous to the Property; a 103.7 endorsement that the
eastern boundary of the Property abuts its entire length
upon the public right-of-way for Las Vegas Boulevard South;
a special endorsement that the transfer of the Property will
not be a violation of the subdivision laws of the State of
Nevada as set forth in NRS Chapter 278. Additionally, the
Title Company shall be irrevocably committed to issue to
Purchaser an Option Policy of title insurance insuring
Purchaser in the amount of the Option Consideration that
Seller is vested with fee title to the Condemned Parcel sub-
ject only to the Permitted Exceptions, and the Condemnation
Proceeding, and that the Memorandum of Option has been
recorded The Option Policy premium shall be paid and borne
by Purchaser.
5. Section 9.1.4 of the Agreement is deleted in its entirety.
6. Section 9.1 of the Agreement is amended by the addition of
the following Express Conditions to Closing:
9.1.7 Xxxxxx Xxxx, as an individual, shall execute and
deliver to Purchaser the Indemnity Agreement in the form
attached hereto as Exhibit "G".
9.1.8 The Board of County Commissioners of Xxxxx County,
Nevada, shall have approved an agreement between Xxxxx
County, Nevada and Purchaser, or any affiliate of Purchaser,
by the terms of which the County agrees that it shall not
abandon the Condemnation Proceeding pursuant to NRS Section
37.180 unless the award is greater than $8.32 million.
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9.1.9. The County of Xxxxx shall have amended the
Complaint, other pleadings and Notice of Lis Pendens in the
Condemnation Proceeding to correct the discrepancy in the
metes and bounds legal description used by the County in the
Condemnation Proceeding in order to conform the same to the
drawing of the Xxxxx County Public Works Engineering
Division attached as an Exhibit to the Complaint In Eminent
Domain filed in the Condemnation Proceeding, consisting of
approximately .77 acres, and including the approximately
south 30 feet of the approximately westerly 133.16 feet of
the Property.
7. Section 10.1 of the Agreement is amended to provide in
its entirety as follows:
"Subject to satisfaction of the conditions set forth in
Article 9, closing of the purchase of the Property (the
"Closing") shall occur on Thursday, September 3, 1998, or
such other date as may be mutually agreed upon in writing."
8. The following Section 10.4 is added to the Agreement:
In the event Closing should fail to occur by reason of a
failure of a condition set forth in Section 9.1, not caused
by a default of Purchaser, the Deposit shall be refunded to
Purchaser by Escrow Agent.
9. Except as modified by the foregoing provisions of the First
Amendment, all of the terms and conditions of the Agreement shall
remain in full force and effect.
10. This Agreement may be signed in multiple counterparts, which
taken together shall constitute one and the same document.
IN WITNESS WHEREOF, the parties have caused this First Amendment
to be executed as of the day and year first mentioned above.
"Seller" "Purchaser"
RZ Corporation The Xxxxx Xxxx Companies
A. XXXXXX XXXX XXXXX X. XXXXXXXX
By: ________________________ By: _______________________________
Xxxxxx Xxxx Name: Xxxxx X. Xxxxxxxx
Title: Its President
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