EXHIBIT 10.3
AMENDMENT TO PURCHASE AGREEMENT
THIS AMENDMENT TO PURCHASE AGREEMENT ("AMENDMENT") was entered into
this 27th day of September, 2002, effective July 1, 2002, by and between GRAND
CASINOS NEVADA I, INC., a Minnesota corporation ("GCN") (hereinafter referred to
as "GCN" or "SELLER") and METROFLAG BP, LLC, a Nevada limited liability company
("BUYER").
RECITALS:
A. Seller and Buyer entered into that certain purchase agreement, dated as
of December 28, 2001, as modified by those certain Letter Agreements dated June
26, 2002, July 15, 2002, July 30, 2002, August 14, 2002, August 30, 2002 and
September 10, 2002 (hereinafter the "PURCHASE AGREEMENT"), pursuant to which
Seller agreed to sell, and Buyer agreed to purchase, all of Seller's interest in
that certain Lease Agreement originally by and between Brooks Family Trust and
Nevada Brooks Cook, as Landlord, and Cloobeck Enterprises, a California
corporation and GCN, as Tenant, dated June 17, 1996, covering the real property
located in Las Vegas, Nevada, which is improved with a motel operating under the
name of Travelodge.
B. All capitalized terms not otherwise defined in this Amendment shall have
the meanings ascribed to them in the Purchase Agreement.
C. As a result of an adverse change in economic conditions, Seller and
Buyer desire to provide for a Purchase Price adjustment.
D. Seller and Buyer desire to extend the Post Closing Conditions Period,
and make certain other modifications relating to the Post Closing Conditions.
E. Simultaneous herewith, Metroflag Polo and Seller have entered into an
amendment to the Polo Purchase Agreement providing for a similar extension of
time of the post closing conditions contained in the Polo Purchase Agreement, as
well as certain other matters.
NOW, THEREFORE, in consideration of the recitals, and the agreements
hereinafter provided and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by Buyer and Seller, Buyer and
Seller agree that the Purchase Agreement is hereby amended as follows:
1. The Purchase Price, as specified in Section I, is adjusted to Seven
Million Five Hundred Thousand Dollars ($7,500,000), effective July 1, 2002. As a
result of this Purchase Price adjustment, Seller and Buyer agree to execute the
Amended and Restated Note in the form attached hereto as Exhibit A (the
"RESTATED NOTE") and the Supplement
to Deed of Trust in the form attached as Exhibit B (the "SUPPLEMENT DEED OF
TRUST"). As appropriate, all references to "Note" in the Purchase Agreement
shall be changed to "Restated Note". Simultaneous with the receipt of the
executed Restated Note, Seller shall return the Note to Buyer for cancellation.
2. Section I(a)(iii) shall be deleted in its entirety.
3. The Post Closing Conditions Period referred to in Section V shall be
redefined to mean the period of time commencing on the Closing Date and
continuing through and including the date December 10, 2002.
4. Notwithstanding anything to the contrary in the Agreement, the Down
Payment shall be deemed refundable (to the extent provided in Section II(b), as
amended herein) until the satisfaction, or waiver by Buyer, of all of the Post
Closing Conditions, at which time the Down Payment shall become nonrefundable.
5. Section II(a) shall be deleted in its entirety and replaced with the
following: "(a) In the event that Seller does not satisfy (or Buyer does not
waive) all of the Post Closing Conditions set forth in Section V hereof and all
of the Post Closing Conditions set forth in Section V(a) of the Polo Purchase
Agreement by the expiration of the Post Closing Conditions Period, Seller shall
be obligated to repurchase the Property from Buyer (the "REPURCHASE") on the
terms and conditions set forth below. Buyer shall provide written notice to
Seller of its election to require the Seller to consummate the Repurchase (the
"REPURCHASE NOTICE") within five (5) business days after the expiration of the
Post Closing Conditions Period. The closing of such Repurchase shall occur after
December 27, 2002 and not later than fifteen (15) days after the date that the
Repurchase Notice is delivered to Seller. Notwithstanding anything to the
contrary contained in this Agreement, Buyer shall not be entitled to cause
Seller to Repurchase the Property if Buyer is then in default under either the
Restated Note or Deed of Trust, as supplemented. In connection with the
Repurchase, the parties agree that the terms and conditions of Section VIII
shall apply as appropriate with respect to the execution and delivery of closing
documents and allocation and payment of rents, taxes, insurance, utilities,
security deposits, and all other closing costs.
6. The entire second paragraph of Section IV is deleted, it being agreed
that all of the Unacceptable Exceptions have been removed.
7. Seller and Buyer acknowledge and agree that (a) the Amended REA has been
duly executed by each of them, (b) the fee owners of the Travelodge Property
(the Brooks Fee Owners) have duly executed the Consent and Joinder of Brooks Fee
Owner attached thereto, (c) the Amended REA (as so executed) has been properly
filed of record, Finova Capital Corporation has duly executed its Consent and
Subordination attached to the Amended REA, and (d) all the requirements of
Section V(a) have been satisfied, except for (x) the execution by Dorfinco
Corporation of the other Consent and Subordination attached to the Amended REA,
to the extent the latter execution is legally required; and (y) the proper
recording of the consents of Dorfinco Corporation and
Finova Capital Corporation to the Amended REA, as and when executed by Dorfinco
Corporation, to the extent such execution is legally required.
8. Section V(b) shall be deleted in its entirety.
9. Except as expressly set forth herein, the Purchase Agreement is not
modified and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
intending to be bound by the provisions herein contained.
SELLER:
GRAND CASINOS OF NEVADA I, INC.
a Minnesota corporation
By: /s/ Timothy Cope
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Its: Chief Financial Officer
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BUYER:
METROFLAG BP, LLC,
a Nevada limited liability company
By: Metro Two, LLC, a Nevada limited
liability company, its member
By: /s/ Brett Torino
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Brett Torino, Manager