EXECUTION COPY
FIRST AMENDMENT
made as of the 31st day of July, 1997
to
ROAD DEVELOPMENT AGREEMENT
made as of the 10th day of January, 1997
by and among
STATE OF NEW JERSEY
AND
SOUTH JERSEY TRANSPORTATION AUTHORITY AND
ATLANDIA DESIGN AND FURNISHINGS, INC.
EXHIBIT 10.7
FIRST AMENDMENT TO ROAD DEVELOPMENT AGREEMENT ("First
Amendment") made as of this 31st day of July, 1997, by and
among the STATE OF NEW JERSEY, acting through the
Department of Transportation, 0000 Xxxxxxx Xxxxxx, XX 000,
Xxxxxxx, Xxx Xxxxxx 00000-0000 (the "State"), the SOUTH
JERSEY TRANSPORTATION AUTHORITY, a public body having an
office at Xxxxxx Xxxxxxx Xxxxx, X.X. Xxx 000, Xxxxxxxxx,
Xxx Xxxxxx 00000 ("SJTA") and ATLANDIA DESIGN AND
FURNISHINGS, INC., a New Jersey corporation, having an
office and place of business at 0000 Xxxxx Xxxxxxxxxx
Xxxx, Xxx Xxxxx, Xxxxxx 00000 ("Developer").
W I T N E S S E T H:
WHEREAS, as of January 10, 1997 the State, SJTA and
Mirage Resorts, Incorporated ("MRI"), as "Developer",
executed and delivered a Road Development Agreement (the
"Agreement") pursuant to which they agreed to proceed with
the Road Project (as defined in the Agreement), subject to
the provisions of the Agreement; and
WHEREAS, concurrently with the execution and delivery
of the Agreement, MRI assigned all of its right, title and
interest in and to the Agreement to Developer, which
assumed the obligations of the assignor thereunder; and
WHEREAS, the State, SJTA and Developer have
determined that it is necessary and, pursuant to the
2
provisions of N.J.S.A. 27:1A-5, 27:7-21 and 27:25A-23 that
it is in the public interest, to amend the Agreement as
hereinafter provided.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Definitions.
1.1 All terms, the initial letters of which are
capitalized and not otherwise defined in this First
Amendment shall have the respective meanings ascribed to
them in the Agreement.
2. Amendment to Article 12 (Termination)
2.1 Sections 12.1.9 and 12.2.7 are each hereby
amended by deleting the date "July 31, 1997" and replacing
each such date with the date "August 28, 1997".
3. Miscellaneous.
3.1 This First Amendment may not be modified, except
by an instrument in writing signed by the State, SJTA and the
Developer and shall be binding on the parties, their successors
and assigns, but shall not enure to the benefit of any other
Person.
3.2 This First Amendment may be executed in any number of
counterparts, all of which together shall constitute a single
instrument.
3.3 Except as amended by this First Amendment, all of the
terms and conditions of the Agreement except for the
representations and warranties (a) by the State and SJTA set
3
forth in Sections 2.4 and 2.5 (and the reference thereto in
Section 2.9.1) and (b) by Developer set forth in Sections 3.5
and 3.6 (and the reference thereto in Section 3.9) are
ratified, confirmed and approved.
[SIGNATURE PAGE TO FOLLOW]
4
IN WITNESS WHEREOF, the parties hereto have caused this
First Amendment to be executed as of the date first set forth
above by their duly authorized representatives.
STATE OF NEW JERSEY
BY: DEPARTMENT OF TRANSPORTATION
By: XXXX X. XXXXX, XX.
Xxxx X. Xxxxx, Xx.
Commissioner
SOUTH JERSEY TRANSPORTATION
AUTHORITY
By: XXXXX X. XXXXXXXX
Xxxxx X. Xxxxxxxx
Executive Director
ATLANDIA DESIGN AND
FURNISHINGS, INC.
By: XXXXX X. XXXXX
Xxxxx X. Xxxxx
Secretary
THIS DOCUMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM ON
THIS 31st DAY OF JULY, 1997
XXXXX XXXXXXXX
ATTORNEY GENERAL OF NEW JERSEY
By: XXXXX X. XXXX
Deputy Attorney General
5