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EXHIBIT 10.2
AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE
OF REAL ESTATE AND PERSONAL PROPERTY
THIS AMENDMENT TO AGREEMENT FOR SALE AND PURCHASE OF REAL ESTATE AND
PERSONAL PROPERTY (hereinafter referred to as the "Amendment"), dated August
29, 2003 (hereinafter referred to as the "Effective Date"), is by and between
PRESIDENT XXXXXXXXXX HOTEL, L.L.C., a Mississippi limited liability company,
successor to BH Acquisition Corporation (hereinafter referred to as "Seller"),
and A. D. JULDEN ENTERPRISES, LLC, a Mississippi limited liability company
(hereinafter referred to as "Purchaser").
WHEREAS, Seller and Purchaser desire to amend that certain Agreement for
Sale and Purchase of Real Estate and Personal Property, dated June 2, 2003
(hereinafter referred to as the "Agreement").
NOW, THEREFORE, in consideration of the foregoing premises, and other
valuable consideration, the receipt and sufficiency of which is acknowledged,
Seller and Purchaser agree as follows:
1. Sections (a) and (b) of Article 1 of the Agreement are hereby deleted in
their entirety and replaced with the following:
(a) The real property generally described as the Xxxxxxxxxx Beach Sun
Course, 000 Xxxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxx 00000, and the
tangible and intangible personal property associated with said golf
course, including the leasehold interest derived from that certain
Ground Lease Agreement dated May 24, 1995, by and between the
Mississippi Division of the United Sons of Confederate Veterans, a
Mississippi corporation, as Lessor, and BH Acquisition Corporation,
as Lessee, which was assigned to Seller by Lessee's Assignment of
Ground Lease dated July 22, 1997, and recorded in Book 311 page 198,
as amended by Non-Disturbance and Lease Modification Agreement
between Seller, Lessor and Xxxxxx Brothers Holdings Inc. dated July
22, 1997, and recorded in Book 326 page 314 of the Xxxxxxxx County,
Mississippi records, said real property being more particularly
described on EXHIBIT 1.1 (the "Land"), together with said leasehold
interest, being more particularly described on EXHIBIT 2.1 (the
"Leasehold"), together with the existing improvements thereon
situated (together, the "Property");
(b) The Seller's interest in any leases affecting the Property;
2. Section (e) is hereby added to Article 1 as follows:
(e) Assignment and Assumption of the Ground Lease Agreement, executed by
Seller and Purchaser.
3. The following sentence is hereby substituted for the second sentence of
Section 2.2(a):
In addition, on or before September 5, 2003, Purchaser shall deliver
an additional One Hundred Thousand Dollars ($100,000.00) to the
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Escrow Agent to be held in escrow pursuant to the terms of this
Agreement.
4. Exhibit 2.1 is hereby added to the Agreement as follows:
EXHIBIT 2.1
LEASED LAND - UNITED SONS OF CONFEDERATE VETERANS
A leasehold estate granted and created by, and pursuant to the terms and
conditions of, that certain Ground Lease Agreement, dated May 24, 1995, and
recorded in Book 311, Page 6, et seq., Second Judicial District, Xxxxxxxx
County, Mississippi, between the Mississippi Division of the United Sons of
Confederate Veterans, a Mississippi corporation, as lessor, and BH
Acquisition Corporation ("BH"), a Mississippi corporation, as lessee (all
right, title, and interest of BH thereunder having been assigned to
President Xxxxxxxxxx Hotel, L.L.C. pursuant to that certain Lessee's
Assignment of Ground Lease, dated as of July 22, 1997, recorded in Deed Book
311, page 198, aforesaid records), in the following described real property
located in Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 00 Xxxx, Xxxx of Biloxi,
Second Judicial District, Xxxxxxxx County, Mississippi, to-wit:
A parcel of land situated and being located in Section 00, Xxxxxxxx 0 Xxxxx,
Xxxxx 10 West, Harrison County, Mississippi, and being more particularly
described as follows, to wit:
COMMENCE at the northeast corner of Section 34, and running south 500 feet
more or less, running thence west 1290 feet more or less to the property of
Will Rich, thence north along the east boundary of the Rich property to the
north line of Section 34, thence running east 1290 feet more or less to the
point of beginning. Further described as being bounded on the north by Xxx.
Xxxxxxx Xxxxxxx Xxxxx property, on the east by Xxx. Xxxxxxx Xxxxxxx Xxxxx
property, on the south by L & N Railroad property and on the west by Will
Rich property. Parcel contains 14.06 acres and includes the "Mississippi
Division of the Limited Sons of Confederate Veterans Parcel 3" as shown on
plat of survey, dated April 18, 1997, last revised May 5, 1997, prepared by
E. Xxxxxxx Xxxxxxx & Assoc., Inc., signed, sealed, and certified by Xxxxxxx
Xxxxxxx, P.L.S. No. 1629.
5. The following language is hereby added to Exhibit 1.1 of the Agreement:
Parcel 1: A parcel of land situated and being located in a part of Sections
26, 27, 35 and 36, Township 7 South, Range 10 West, City of Biloxi, Second
Judicial District, Xxxxxxxx County, Mississippi, and being more particularly
described as follows, to wit:
BEGINNING at the corner common to Sections 25, 26, 35 and 36, Township 7
South, Range 10 West; thence run from said POINT OF BEGINNING, North 89
degrees 55 minutes 36 seconds East 120.0 feet along the north line of said
Section 36; thence run South 00 degrees 19 minutes East 381.79 feet to the
northerly right-of-way line of the 100.0 foot right-of-way of CSX
Transportation (formerly L & N Railroad); thence run South 88 degrees 15
minutes 15 seconds West 363.55 feet along the northerly right-of-way line of
CSX Transportation; thence run South 87 degrees 26 minutes 12 seconds West
721.84 feet along the northerly right-of-way of CSX Transportation; thence
run South 86 degrees 18 minutes 00 seconds West 4349.08 feet along the
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northerly right-of-way of CSX Transportation to the point of intersection of
said right-of-way with the west line of said Section 35; thence run North 00
degrees 23 minutes 05 seconds West 698.82 feet along the west line of said
Section 35 to the corner common to Sections 26, 27, 34 and 35; thence run
South 89 degrees 35 minutes 53 seconds West 1294.11 feet along the south
line of said Section 27; thence run North 00 degrees 09 minutes 42 seconds
West 1312. 41 feet to a point on the south line of Pass Road (80 foot public
right-of-way); thence run North 89 degrees 40 minutes East 2689.88 feet
along the south line of Pass Road; thence run South 00 degrees 40 minutes
East 244.0 feet; thence run North 89 degrees 40 minutes East 250.0 feet;
thence run South 00 degrees 40 minutes East 366.0 feet; thence run North 89
degrees 40 minutes East 300.0 feet; thence run North 00 degrees 40 minutes
West 310.0 feet; thence run South 89 degrees 40 minutes West 100.0 feet;
thence run North 00 degrees 40 minutes West 290.0 feet to the south line of
Pass Road; thence run North 89 degrees 40 minutes East 610.0 feet along the
south line of Pass Road; thence run North 87 degrees 22 minutes 32 seconds
East 50.03 feet along the south line of Pass Road; thence run South 00
degrees 40 minutes East 142.0 feet; thence run North 89 degrees 40 minutes
East 100.00 feet to the west line of Xxxxx Street (50-foot public
right-of-way); thence run South 00 degrees 40 minutes East 510.0 feet along
the west line of Xxxxx Street to the south line of Xxxxx Street; thence run
North 89 degrees 40 minutes East 77.0 feet along the south line of Xxxxx
Street; thence run South 00 degrees 55 minutes 07 seconds East 312.99 feet
and long a fence line; thence run South 15 degrees 35 minutes 36 seconds
East 319.43 feet and along a fence line; thence run South 38 degrees 25
minutes 35 seconds East 66.03 feet; thence run North 89 degrees 55 minutes
36 seconds East 1111.52 feet; thence run North 00 degrees 04 minutes 24
seconds West 9.5 feet to the north line of said Section 35; thence run North
89 degrees 55 minutes 36 seconds East 1376.96 feet along the north line of
said Section 35 to the POINT OF BEGINNING. Parcel contains 179.8 acres and
is the same as shown on plat of survey, dated April 18, 1997, last revised
May 5, 1997, prepared by E. Xxxxxxx Xxxxxxx & Assoc., Inc., signed, sealed ,
and certified by Xxxxxxx Xxxxxxx, P.L.S. No.1629.
Parcel 2: A parcel of land situated in the Northwest 1/4 of the Northeast
1/4 of Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 00 Xxxx, Xxxx of Biloxi, Second
Judicial District of Xxxxxxxx County, Mississippi, and being more
particularly described as follows, to wit:
BEGINNING at the northeast corner of the Northwest 1/4 of the Northeast 1/4
of Section 34, Township 7 South, Range 10 West; thence run from said POINT
OF BEGINNING, South 00 degrees 11 minutes 19 seconds East 500.31 feet;
thence South 86 degrees 18 minutes 00 seconds West 270.0 feet to a point on
the east line of Beauvoir Road (60 foot public right-of-way formerly known
as Xxxxxxxx Avenue) thence run North 00 degrees 32 minutes 01 seconds West
515.84 feet along the east line of Beauvoir Road to the north line of said
Northwest 1/4 of the Northeast 1/4; thence run North 89 degrees 35 minutes
53 seconds East 272.7 feet along the north line of the said Northwest 1/4 of
the Northeast 1/4 to the POINT OF BEGINNING. Parcel contains 3.16 acres and
is the same as shown on plat of survey, dated April 18, 1997, last revised
May 5, 1997, prepared by E. Xxxxxxx Xxxxxxx & Assoc., Inc., signed, sealed,
and certified by Xxxxxxx Xxxxxxx, P.L.S. No. 1629.
6. Except as otherwise modified herein, the terms and conditions of the
Agreement shall remain in full force and effect and are hereby reaffirmed by
the parties.
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7. Article 14 of the agreement shall be modified as set forth in the copy
of the original Article 14 attach hereto as Exhibit "A".
[Signatures on following page.]
IN WITNESS WHEREOF, the Seller and Purchaser have caused this Amendment to
the Agreement for Sale and Purchase of Real Estate and Personal Property to be
executed by its proper officers this day of August, 2003.
SELLER:
PRESIDENT XXXXXXXXXX HOTEL, L.L.C.
By: /s/ Xxxx X. Xxxxxxxxx
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Printed Name: Xxxx X. Xxxxxxxxx
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Title: President
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PURCHASER:
A. D. JULDEN ENTERPRISES, LLC
By: /s/ Xxxxxx Xxxxx
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Printed Name: Xxxxxx Xxxxx
-----------------------------
Title: President
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