Exhibit 10.78
FIRST AMENDMENT TO CONTRACT OF SALE
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FIRST AMENDMENT TO CONTRACT OF SALE ("First Amendment") dated December
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26, 2000, between S-BNK #2 INVESTORS, L.P., a Texas limited partnership, having
an address at c/o Cardinal Capital Partners, Inc., 0000 Xxxxxxx Xxxx, 0xx Xxxxx,
Xxxxxx, Xxxxx 00000 ("Seller"), and SANTA FE HOTEL, INC., a Nevada corporation
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having an address at 0000 Xxxxx Xxxx, Xxxxx 0, Xxxxx Xxx Xxxxx, Xxxxxx 00000
("Purchaser").
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RECITALS
A. Under Contract of Sale ("Contract") dated December 8, 2000, Seller
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agreed to sell to Purchaser 100% of the membership interest in S-BNK Dorchester
Operations, LLC, as more fully described in the Contract; and
B. Seller and Purchaser mutually desire to amend the Contract as more
particularly set forth herein.
NOW, THEREFORE, for and in consideration of the covenants and agreements
set forth herein, the parties hereto hereby agree as follows:
1. The Study Period as defined in the Contract will expire on the date of
this First Amendment.
2. Section 2.01(b) and (c) of the Contract is hereby deleted in its
entirety and replaced with the following:
"(b) FOUR MILLION NINE HUNDRED THIRTEEN THOUSAND TWO HUNDRED SIXTY THREE
AND 00/100 ($4,913,263.00) DOLLARS payable at the Closing (hereinafter
defined) by immediately available federal funds transferred to the
Escrow Agent, for disbursement to Seller in accordance with Seller's
wire instructions to Escrow Agent."
(c) Seventy-Six Million, Nine Hundred Forty-Five Thousand, Three Hundred
Twenty-Six and 00/100 ($76,945,326.00) DOLLARS representing the
aggregate original balance of the A-1 and A-2 Secured Notes
(collectively, the "Notes") issued by the LLC, which Notes are secured
by the Mortgage and Assignment of Leases and Rents (as defined in the
Indenture) (hereinafter defined) and delivered to First Security Bank,
National Association, as Indenture Trustee (the "Lender") pursuant to
the terms of the Indenture (the "Indenture"), dated as of June 30,
2000 between the LLC, as Issuer and the Lender, as Indenture Trustee.
The Notes as secured are hereafter referred to as the "Loan". If, as
of the Closing Date, the unpaid principal balance of the Loan, as
reduced by payments required thereunder prior to Closing, if
any, is less than the sum specified in this subparagraph (c), such sum
of Seventy-Six Million, Nine Hundred Forty-Five Thousand, Three
Hundred Twenty-Six and 00/100 ($76,945,326.00) DOLLARS shall be
reduced by such difference."
3. The Escrow Agent is hereby authorized and directed to release to
Seller, the sum of Fifty Thousand Dollars ($50,000.00) from the total
Downpayment (as defined in the Contract) being held by Escrow Agent, in
accordance with Seller's wire instructions. The Escrow Agent shall have no
further responsibility as to such released sum. Notwithstanding the release of
such sum to Seller, such funds shall continue to comprise a portion of the
Downpayment and shall be applied to the Purchase Price, returned by Seller to
Purchaser or retained by Seller, together with the balance of the Downpayment,
in accordance with the terms of the Contract.
4. Except to the extent expressly modified by this First Amendment, the
Contract is hereby ratified and confirmed and in full force and effect and is
binding upon the parties hereto. This First Amendment may be executed by
facsimile transmission and in any number of counterparts all of which taken
together shall constitute one agreement
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of the date first above written.
PURCHASER:
SANTA FE HOTEL, INC., a Nevada corporation
By: /s/ Xxxxxx X. Land
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Name: Xxxxxx X. Land
Title: President
SELLER:
S-BNK #2 INVESTORS, L.P.
a Texas limited partnership
By: CCP Investors GP, Inc.,
general partner
By: /s/ M. Xxxxx Xxxx
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Name: M. Xxxxx Xxxx
Title: Vice President
