Exhibit 2.4
PLAYERS NEVADA, INC.
PLAYERS MESQUITE LAND, INC.
PLAYERS MESQUITE GOLF CLUB
RBG, LLC
000 X. XXXXXXX XX.
XXXXX 000
XXX XXXXX, XX 00000
ATTN: XXXXXX XXXXX, SR.
Gentlemen:
Please have this letter confirm our agreements regarding certain
provisions of the Asset Purchase Agreement among us dated
February 28, 1997 (the "Purchase Agreement"). Any capitalized
terms not specifically defined in this letter shall have the
meanings given under the Purchase Agreement, unless the context
clearly requires otherwise.
1. The $650,000 Promissory Note (described in Sections
1.1(a)(4) and 7.3(a)(vi) of the Purchase Agreement) made by River
View to Players Golf has not been received from Xxxxx Fargo Bank,
NA as of this date. Players Golf has executed and delivered to
Buyer on this date a separate Allonge to such note, and upon
receipt of such note from Xxxxx Fargo Bank, will promptly forward
it to Xxxxx Fargo Bank, NA as Buyer's lender. Buyer and Seller
have agreed to complete the First Closing notwithstanding the
delay in receipt of such note.
2. Seller is not required to reimburse Buyer for 1/2 of the HSR
filing/application fee, and Seller shall not receive an
adjustment at the First Closing for such amount.
3. We have agreed that, notwithstanding the contrary provisions
of the Lease, Seller will continue to maintain all property and
liability insurance on the Property, as currently maintained.
All such coverages will name Buyer as an additional insured. If
a loss occurs with respect to any "contents" included in the
Property, insurance proceeds from such loss will be paid first to
Seller, in an amount up to the Second Purchase Price, and Buyer
will be entitled to a credit against the Second Purchase Price in
the amount of the insurance proceeds so paid to Seller. Any
additional insurance proceeds paid as a result of a loss with
respect to such contents shall be the property of the Buyer.
4. Seller and Buyer agree that any proceeds of Seller's
business interruption insurance coverage received during the term
of the Lease shall be applied by Seller first to the payment of
rent and other sums due under the Lease.
5. The attached Purchase Price Allocation is agreed as the
purchase price allocation under Section 3.6 of the Purchase
Agreement, and is incorporated into the Purchase Agreement as
Schedule 3.6 thereto.
Except as set forth above, the Purchase Agreement remains
modified and in full force and effect, binding upon the parties
thereto.
Seller
PLAYERS NEVADA, INC.
By: Xxxxxxx Xxxxxxx, Xx.
Secretary
Buyer
RBG, LLC
By: Xxxxxx Xxxxx, Sr.
Sole Manager
PLAYERS MESQUITE LAND, INC.
By: Xxxxxxx Xxxxxxx, Xx.
Secretary
PLAYERS MESQUITE GOLF CLUB, INC.
By: Xxxxxxx Xxxxxxx, Xx.
Secretary
SCHEDULE 3.6
Purchase Price Allocation
First Closing
Land and Land Improvements $ 5,160,000
Buildings and Building Improvements 12,700,000
Golf Course Improvements 2,930,000
Furniture, Fixtures and Equipment 560,000
Xxxxx Loan Receivable 650,000
$ 22,000,000
Second Closing
Furniture, Fixtures and Equipment 8,500,000
Total $ 30,500,000
APPROVED
SELLER: BUYER:
PLAYERS NEVADA, INC. RBG, LLC
PLAYERS MESQUITE LAND, INC.
PLAYERS MESQUITE GOLF CLUB, INC.
By: By:
Xxxxxxx Xxxxxxx, Xx. Xxxxxx X. Xxxxx, Xx.
Secretary Sole Manager
