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Exhibit (10)(q)
AMENDMENT AND REINSTATEMENT OF
REAL ESTATE PURCHASE AND SALE AGREEMENT
This AMENDMENT AND REINSTATEMENT OF REAL ESTATE PURCHASE AND SALE
AGREEMENT (the "Amendment") is made this _____ day of October, 2000, by and
between XXXXXX'X RESTAURANTS, INC., an Ohio corporation ("Seller"), and
REMINGTON HOTEL CORPORATION, a Texas corporation ("Purchaser").
R E C I T A L S:
A. Seller is the owner of a certain hotel commonly known as the Clarion
Hotel, Covington, Kentucky.
B. Purchaser and Seller have previously entered into a certain Real
Estate Purchase and Sale Agreement (the "Agreement") dated August 10, 2000,
concerning the purchase and sale of the above referenced hotel.
C. Pursuant to Purchaser's Termination Notice (as defined in the
Agreement) dated September 29, 2000, Purchaser terminated the Agreement during
the Inspection Period.
D. Purchaser and Seller desire to reinstate the Agreement subject to
the terms and conditions of this Amendment. For purposes hereof, all terms with
their initial letter capitalized shall have the same meaning in this Amendment
as given in the Agreement.
A G R E E M E N T:
1. Reinstatement. Purchaser and Seller agree that the Agreement is
hereby reinstated in full force and effect, the terms of which
are hereby ratified and confirmed subject only to the
modifications contained in this Amendment.
2. Purchase Price. Purchaser and Seller agree that the Purchase
Price is hereby reduced from Twelve Million Four Hundred Thousand
and No/100 Dollars ($12,400,000.00) to Twelve Million and No/100
Dollars ($12,000,000.00), as adjusted pursuant to the terms of
the Agreement and to be payable at Closing in immediately federal
funds by wire transfer or other form acceptable to Seller.
3. Xxxxxxx Money. Concurrently with the execution hereof, Seller has
deposited the Second Deposit in the sum of $250,000.00 with the
Escrow Agent.
4. Closing Date. Purchaser and Seller agree that the Closing Date is
hereby extended to a mutually acceptable date between Seller and
Purchaser on or before November 6, 2000; provided, however,
Seller shall reasonably cooperate with Purchaser to the extent
Closing needs to be adjusted slightly in order to accommodate
closing of its financing with Xxxxxx Financial.
5. Inspection Period. Purchaser and Seller agree that for purposes
of general inspections, the Inspection Period has expired;
subject, however to the agreement that
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Exhibit (10)(q)
the Inspection Period shall be extended to Monday, October 16,
2000, for purposes of Purchaser's obtainment of (i) a binding
written commitment from Xxxxxx Financial for a first mortgage
loan to facilitate the acquisition of the Property in a loan
amount of $10,125,000.00, with a rate of LIBOR plus 3.75, a term
of three years, and other terms reasonably acceptable to
Purchaser, (ii) a ground lessor estoppel on terms reasonably
acceptable to Purchaser and Xxxxxx, and (iii) Purchaser's
confirmation that structural repairs required on the Property
will not exceed the amounts set forth in this Xxxxxxx Consulting
Report dated September 26, 2000. Purchaser commits and agrees to
use its reasonable efforts to obtain a binding written commitment
from Xxxxxx Financial and Seller agrees to use its reasonable
efforts to obtain the ground lessor estoppel upon receipt of a
draft thereof from Purchaser. In addition, Purchaser shall cause
a further structural engineer review of the Property promptly to
ascertain estimated costs of repair. In the event either of the
three aforementioned items are not obtained prior to the
expiration of the extended Inspection Period, then Purchaser
shall have the right to terminate the Agreement in accordance
with the terms of Section 4.6 of the Agreement in which event the
Xxxxxxx Money shall be returned to Purchaser. Purchaser may, at
its option, extend the time period for obtainment of the ground
lease estoppel provided that the delivery thereof shall be a
condition to Purchaser's obligation to close the acquisition of
the Property.
6. Title. Purchaser and Seller acknowledge that Purchaser has not
received a full title commitment covering the Property with
respect to the fee simple properties owned by Seller. It is
anticipated that the receipt thereof shall occur on October 9 or
10, 2000, upon which Purchaser shall have the same review rights
(including review of the revised survey) as provided in Section 5
of the Agreement.
7. Limited Modification. Except as modified above, the Agreement
shall remain in full force and effect, the terms of which are
hereby ratified and confirmed by Purchaser and Seller.
8. Telecopy. A telecopy or facsimile of a duly executed counterpart
of this Amendment shall be sufficient evidence of the binding
agreement of the terms of this Amendment, provided, however, any
signatory to such telecopy facsimile counterpart of this
Amendment shall promptly thereafter deliver an original executed
counterpart copy of this Amendment to the other party to this
Amendment.
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Exhibit (10)(q)
IN WITNESS WHEREOF, Seller and Purchaser have executed this Agreement
as of the date set forth below.
PURCHASER:
DATED: October 9, 2000 REMINGTON HOTEL CORPORATION
By: /s/Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, Executive Vice President
SELLER:
DATED: October 9, 2000 XXXXXX'X RESTAURANTS, INC.
By: /s/Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: VP - Finance
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