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EXHIBIT 10.1
AGREEMENT FOR PURCHASE AND SALE OF PROPERTY
June 24, 2003
President Casinos, Inc.
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Re: President ▇▇▇▇▇▇▇▇▇▇ Tower
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇
Gentlemen:
This Offer to Purchase (the "Letter") constitutes a proposal from Site Realty
Inc., a California corporation, a subsidiary of ▇▇▇▇▇▇ ▇▇▇▇, Inc., a
California corporation (the "Buyer") to purchase from President ▇▇▇▇▇▇▇▇▇▇
Hotel, LLC, a Mississippi limited liability company (the "Seller") and an
indirectly owned subsidiary of President Casinos, Inc., a 100% fee simple
interest in the property commonly referred to as the President ▇▇▇▇▇▇▇▇▇▇
Tower, a 179-room hotel, situated on 10 acres 25 feet north of the U.S.
Highway 90 right-of-way (except for the southeasterly ten (10) feet of the
Property where the Property shall abut the ▇.▇. ▇▇▇▇▇▇▇ ▇▇ right-of-way) known
as ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ (the
"Property"), as more particularly described in Exhibit A, attached hereto and
by reference incorporated herein, and an access and utility easement over the
25-foot strip separating most of the Property from U.S. Highway 90, and the
furniture, fixtures and equipment located on the Property and owned by Seller
(the "Personal Property"). This proposal supersedes any other previous
written or oral proposals or communications between the parties.
1. Purchase Price and Terms
The Purchase Price for the Property and the Personal Property shall be Six
Million Five Hundred Thousand Dollars ($6,500,000) (the "Purchase Price"),
payable as follows:
1.1 An ▇▇▇▇▇▇▇ money deposit of Sixty-Five Thousand Dollars ($65,000) to be
deposited in escrow within five (5) business days of opening escrow, as
provided for herein;
1.2 An additional ▇▇▇▇▇▇▇ money deposit of Sixty-Five Thousand Dollars
($65,000) to be deposited in escrow upon approval of contingencies for
a total deposit in escrow of One Hundred Thirty Thousand Dollars
($130,000);
1.3 The remainder of the purchase price to be deposited in escrow in the
amount of Six Million Three Hundred Seventy Thousand Dollars
($6,370,000), five (5) days prior to the anticipated close of escrow.
2. Agreement to Convey
Seller agrees to convey, and Buyer agrees to accept, on the Date of Closing:
(a) title to the Property, subject to the Permitted Exceptions (as hereinafter
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defined) by Special Warranty Deed; and (b) title to the Personal Property by
▇▇▇▇ of Sale. Such Deed shall expressly state that no interest is conveyed in
the U.S. Highway 90 right-of-way nor in the area south of such right-of-way
nor in a 25-foot strip north of said right-of-way extending from the west side
of the Property to a point 10 feet east of the east side of the Property, and
that Seller and its successors and assigns retain such rights and the
exclusive right to lease all uplands, tidelands and fastlands south of the
Property, that Buyer acquires no littoral or riparian rights, nor other
property rights of any kind in such area, all of which are retained by Seller,
and that, if requested by Seller, Buyer will grant to Seller, its successors
and assigns an exclusive perpetual easement over such area for all lawful
uses.
3. Contingency Period
Commencing upon execution of this Letter, Buyer shall have a 90-day period
(the "Contingency Period") and a right of entry to the Property that shall
continue through close or termination of escrow. Seller shall cooperate with
Buyer during the Contingency Period by supplying Buyer with any title policies
or reports, surveys, legal description of the property, aerial photos,
environmental or geo-technical reports, CC&R's, all applicable leases and
leasing information, governmental notices of any type or character in Seller's
possession, all at no cost to Buyer.
3.1 If Buyer, in Buyer's sole and absolute determination, during the
Contingency Period finds the development of the Property not to be
feasible, or any contingency items are disapproved, then and in that
event Buyer may cancel this transaction without penalty and will
provide written notice of such disapproval or termination of the
contract to Seller and thereafter Buyer's deposit shall be returned and
neither party shall have any further rights or responsibilities to the
other.
3.2 Seller shall make available to Buyer all books, records, legal
documents and other information accessible to or known by Seller to be
available within thirty (30) days from the date of the Agreement, all
at no expense to Buyer. Buyer may copy any records, property
infrastructure data, and plans prepared by Seller or in Seller's
possession.
4. Contingencies
Buyer's obligation to close escrow will be subject to, but not limited to,
Buyer's approval or waiver of the following contingencies, during the
Contingency Period. Approval or waiver shall be in the sole and absolute
discretion of Buyer. If Buyer does not approve or waive and make the
additional deposit provided by Section 1.2 by the end of the Contingency
Period, Buyer shall be deemed to have disapproved, Buyer's initial deposit
shall be refunded, and neither party shall have any further obligation to the
other.
Except as otherwise specified in this Section 4, Buyer shall have not less
than sixty (60) days from receipt of data applicable to each contingency item
to be supplied by Seller, but with respect to items to be obtained by Buyer no
more than ninety (90) days from acceptance of this Letter, to approve or
disapprove each contingency called for herein. The contingencies are:
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4.1 Buyer's approval of a title insurance commitment and extended coverage
supplemental title report, if available, covering the Property and all
underlying exceptions to be provided by Seller at Seller's expense
within fifteen (15) days of the commencement of the Contingency Period.
Buyer shall give Seller notice of objection in respect of any title
exceptions unacceptable to Buyer within thirty (30) days of the
commencement of the Contingency Period. Seller shall have the right
but not the obligation to cure Buyer's title objections within sixty
(60) days after receiving Buyer's notice of objection.
4.2 Buyer acknowledges receipt of a Phase I Environmental Site Assessment
prepared by Hazclean Environmental Consultants of Jackson, Mississippi.
Within thirty (30) days of execution of this letter, Seller shall
obtain at Seller's cost a letter updating such Assessment and
permitting Buyer and Buyer's lender to rely thereon. Thereafter Seller
shall obtain at Seller's expense such Phase II and/or Phase III studies
as may be called for in the Phase I assessment. Seller shall provide
any environmental, biological, airport or traffic studies in its
possession.
4.3 Within thirty (30) days of execution of this Letter Seller shall obtain
at Seller's cost a current ALTA qualifying survey of the Property.
4.4 Within ninety (90) days from execution of this Letter, and at no cost
to Seller, Buyer shall complete and approve or disapprove of
engineering and feasibility studies for Buyer's intended use of the
Property as a hotel consisting of 75 hotel rooms, approximately 25,000
square feet of commercial space and approximately 150 condominiums to
be built on the rear of the Property. Should Buyer disapprove of the
costs or conditions involved, Buyer shall deliver to Seller all of
Buyer's work product at no charge to Seller.
4.5 Buyer's approval of any existing or proposed assessments to the
property or planned dedications of streets or utility easements.
4.6 Buyer's approval of all documentation: affecting the Property,
including but not limited to, review of all documents set forth on
Exhibit B, attached hereto and by reference incorporated herein.
4.7 Site inspections by Buyer's personnel or other professionals engaged by
Buyer at no cost to Seller.
4.8 Seller shall deliver the subject property to Buyer free and clear of
any liens, leases or encumbrances of any kind except those approved in
writing by Buyer.
4.9 Estoppel certificates in form and substance satisfactory to Buyer
signed by 90 percent of the tenants of the Property; and
4.10 Upon the approval of items 4.1 to 4.9 during the Contingency Period,
the close of escrow shall be contingent upon all such items being
substantially unchanged at the time of close of escrow.
5. Warranties
5.1 Buyer acknowledges that Seller has not made and does not make and is
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unwilling to make any express or implied representations or warranties
as to the present, past or future physical condition, income, expenses,
operation, legality of occupancy or any other matter affecting or
related to the Project, except for the warranties specifically set
forth in this Letter. Buyer agrees to purchase the Project in its "AS
IS" condition. Buyer has not relied upon, and Seller is not liable or
bound in any manner, by any verbal or written statements,
representations, real estate brokers' "setups" or information
pertaining to the Project furnished by any real estate broker, agent,
employee, or other persons unless the same are expressly set forth in
this Letter. The delivery of the deed by Seller, and the acceptance of
the deed by Buyer, shall be deemed to be the full performance and
discharge of every obligation of Seller to be performed under this
Letter prior to the Closing Date and the truth or waiver of every
representation or warranty made by Seller in this Letter or in any
Exhibit attached hereto or in any document, certificate, affidavit or
other instrument delivered by Seller or its agents at or in connection
with the Closing.
5.2 Express Warranties. Seller warrants as follows:
5.2.1 Leases. The Property is subject to no leases except as listed on
Exhibit C, attached hereto and incorporated by reference herein.
5.2.2 Service Agreements. There are no service agreements which are not
terminable at or before Closing except as listed on Exhibit D,
attached hereto and incorporated by reference herein.
5.2.3 Litigation. To the knowledge of Seller, no litigation is pending
or threatened which affects the Property, except as listed on
Exhibit E, attached hereto and incorporated by reference herein.
5.2.4 Code Violations. To the knowledge of Seller, Seller has received
no notices of uncorrected zoning or building violations or notices
of violation or other material notices or communications from
governmental or quasi-governmental authorities or insurance
underwriting agencies in respect of the Property, except as listed
on Exhibit F, attached hereto and incorporated by reference herein.
5.2.5 Environmental. Seller has no knowledge of the existence or prior
existence on the Property of any Hazardous Substance, except as
described in the environmental assessment and update letter
described above. "Hazardous Substance" is defined as any substance
whose nature and/or quantity of existence, use, manufacture,
disposal or effect, render it subject to Federal, state or local
regulations, investigation, remediation or removal as potentially
injurious to public health or welfare.
5.2.6 Lender Release. Seller will use commercially reasonable efforts to
obtain the agreement of the holder of the first deed of trust
encumbering the Property to release the Property at Closing upon
receipt of the Purchase Price, less commissions, adjustments and
prorations.
5.2.7 Knowledge. The knowledge of Seller means the knowledge of ▇▇▇▇▇
▇▇▇▇▇.
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5.2.8 Survival. The foregoing warranties shall survive the Closing by
eighteen (18) months.
6. Escrow
Within five (5) business days after Seller provides evidence to Buyer that
the holder of the first deed of trust encumbering the Property has agreed to
release such deed of trust at Closing upon receipt of the Purchase Price, less
commissions, prorations and adjustments, the Parties shall open Escrow (the
"Escrow") for the purchase and sale of the property. First American Title
Insurance Company, , , (the "Title
Company") shall be escrow holder and shall provide Preliminary and Final Title
reports and issue a Title Policy. If such agreement is not received within
forty-five (45) days after execution of this Letter by both parties, this
Letter shall be of no further effect and neither party shall have any
obligation to the other.
7. Closing
Subject to the provisions of this Letter, the Closing Documents (as
hereinafter defined) shall be delivered by 12:00 noon, central time, on the
business day that is fifteen (15) days after the approval of all contingencies
set forth herein (the "Approval Date"). The "Date of Closing" or "Closing"
shall take place within thirty (30) days thereafter at the office of an agent
of the Title Company, unless otherwise agreed upon in writing. Contact for
all title insurance requirements should be made through the following office:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., P.A., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
(▇▇▇) ▇▇▇-▇▇▇▇.
8. Adjustments and Prorations
All taxes, including, without limitation, real estate taxes and personal
property taxes, collected rents, charges for utilities, including water,
sewer, and fuel oil, and for utility services, maintenance services,
maintenance and service contracts, all operating costs and expenses, and all
other rents, income, costs, and charges of every kind which in any manner
relate to the ownership of the Property (but not including insurance premiums)
shall be prorated to the Date of Closing, except that, if Seller does not
receive the Purchase Price (by receipt of wired funds or by receipt in hand of
an official bank cashier's check) on the Date of Closing, all prorations shall
be made as of the following business day. If the amount of said taxes,
assessments, or rents is not known on the Date of Closing, they shall be
apportioned on the basis of the amounts for the preceding year, with a
reapportionment as soon as the new amounts can be ascertained. If such taxes
and assessments shall thereafter be reduced by abatement, the amount of such
abatement, less the reasonable cost of obtaining the same, shall be
apportioned between the parties, provided that neither party shall be
obligated to institute or prosecute proceedings for an abatement unless
otherwise agreed. Buyer shall be responsible for the payment of any
assessments or notice of assessments made after the date of Date of Closing
hereof for any public improvement, provided Buyer takes title hereunder. With
respect to security deposits, if any, made by tenants at the Property and
actually received in hand by Seller, Buyer shall receive credit therefore.
Any deposits on utilities paid by Seller shall be returned to Seller. The
foregoing provisions of this Section 8 shall not apply to any taxes,
assessments, or other payments, which are directly payable by tenants under
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their leases (if any) or reimbursable by such tenants to the owner of the
Property, as landlord, under their leases (if any). On the Date of Closing,
Seller shall deliver to Buyer all inventories of supplies on hand at the
Property owned by Seller, if any, at no additional cost to Buyer. Seller
shall be responsible for and discharge as and when due all obligations related
to the Property which had accrued at or prior to the Date of Closing.
9. Deliveries
The parties shall deliver through escrow the following:
9.1 Seller's Deliveries. Conditioned upon performance by Buyer hereunder,
Seller shall execute and deliver to Buyer at Closing the following
documents ("Seller's Closing Documents"):
9.1.1 Deed. A special warranty deed conveying marketable title to the
Property subject to the Permitted Exceptions;
9.1.2 ▇▇▇▇ of Sale. A ▇▇▇▇ of sale, assigning and transferring to Buyer
all of the right, title, and interest of Seller in and to the
Personal Property;
9.1.3 Assignment of Leases. (i) the Leases which are still in effect as
of Closing and any new Leases entered into pursuant to Section 7.3;
(ii) a current listing of any tenant security deposits and prepaid
rents held by Seller with respect to the Property; and (iii) an
assignment of such Leases and security deposits, which will include
an indemnification by Seller of Buyer for all landlord obligations
accruing prior to the Date of Closing;
9.1.4 Assignment of Contracts. (i) copies of all Contracts relating to
the Property which Buyer has elected to assume; and (ii) an
assignment of such Contracts, which will include an indemnification
by Seller of Buyer for all owner obligations accruing prior to the
Date of Closing;
9.1.5 Non-Foreign Certificate. A certification that Seller is not a
non-resident alien (a foreign corporation, partnership, trust, or
estate as defined in the Internal Revenue Code and Treasury
Regulations promulgated thereunder);
9.1.6 Assignment of Warranties and Guaranties. An assignment of all
transferable warranties and guaranties then in effect, if any, with
respect to the Improvements or any repairs or renovations to such
Improvements and the Personal Property being conveyed hereunder;
9.1.7 Books and Records. All books and records relating exclusively to
the Property or in the possession of Seller (other than any
privileged, proprietary or confidential records), including without
limitation plans and specifications and lease applications, as
available; and
9.1.8 Owner's Affidavit. An owner's affidavit and such other similar
documents as are reasonably required from Seller pursuant to the
Title Commitment as a condition precedent to the issuance of an
owner's title insurance policy pursuant to the terms thereof.
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9.1.9 Other Documentation. All other documentation reasonably necessary
to facilitate the Close of Escrow.
9.2 Buyer's Deliveries. Conditioned upon performance by Seller hereunder,
Buyer shall execute and deliver to Seller at Closing the following
documents ("Buyer's Closing Documents"):
9.2.1 Assumption of Leases. An Assumption of the Leases and Security
Deposits, which will include an indemnification by Buyer of Seller
for all landlord obligations accruing on or after the Date of
Closing; and
9.2.2 Assumption of Service Contracts. An assumption of the Contracts
which Buyer has elected to assume, which will include an
indemnification by Buyer of Seller for all owner obligations
accruing on or after the Date of Closing.
9.3 Other Closing Documents. Each party shall deliver to the other party
or the Title Company such duly executed and acknowledged or verified
certificates, affidavits, and other usual closing documents respecting
the power and authority to perform the obligations hereunder and as to
the due authorization thereof by the appropriate corporate,
partnership, or other representatives acting for it, as counsel for the
other party or the Title Company may reasonably request.
9.3.1 Closing Documents. Seller's Closing Documents, Buyer's Closing
Documents and the documents to be delivered pursuant to this Letter
shall hereinafter be referred to as the "Closing Documents."
10. Failure to Close Escrow
IF, AFTER APPROVAL OF CONTINGENCIES AS PROVIDED HEREIN, BUYER FAILS TO CLOSE
ESCROW FOR ANY REASON OTHER THAN THE FAULT OF SELLER OR THE FAILURE TO APPROVE
THE CONTINGENCIES SET FORTH HEREIN, THE DEPOSIT SHALL BE KEPT BY THE SELLER AS
LIQUIDATED DAMAGES.
/s/ JSA /s/ MM [Seller's and Buyer's initials]
Should Seller fail to close as provided herein, Buyer may pursue all rights
and remedies available to Buyer under applicable laws including specific
performance or such damages as may be adjudicated by a court of law, provided
that damages shall not exceed One Hundred Thirty Thousand Dollars
($130,000.00).
11. Escrow Instructions
Escrow instructions shall provide for the following:
11.1 Buyer and Buyer's agents shall have the right of entry into the
Property during the Term of the Contract to perform tests and
inspections of the Property as are deemed reasonable to Buyer, but
shall keep the Property in a lien free condition and hold the Seller
harmless from any claims that may result from Buyer's or Buyer's
agent's actions in this regard. Unless extended as provided herein,
Escrow shall close, the Purchase Price shall be tendered, and title to
the Property shall be transferred not later than thirty (30) days
after the Contingency Period, and closing shall be subject to the
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following conditions:
11.1.1 Title to the Property shall be free and clear of all liens and
encumbrances except the Permitted Exceptions.
11.1.2 All secured claims pertaining to the Property will have been
discharged to the reasonable satisfaction of Buyer's counsel.
11.2 Buyer's approval and/or waver of all contingencies set forth herein in
Buyer's sole and absolute discretion.
11.3 At close of escrow the parties shall bear their own customary costs.
11.3.1 Seller shall pay for;
11.3.1.1 Seller's Counsel
11.3.1.2 All Recording Fees necessary to release liens
11.3.1.3 Sale Commission
11.3.1.4 Any and all Transfer Taxes
11.3.1.5 One-half of escrow fees
11.3.1.6 Basic title insurance premium and one-half cost of title
insurance extended coverage
11.3.1.7 Current survey
11.3.2 Buyer shall pay for:
11.3.2.1 Buyer's counsel.
11.3.2.2 All costs related to Buyer's inspection reports
11.3.2.3 Recording of Deed
11.3.2.4 One-half cost of extended coverage
11.3.2.5 One-half of escrow fees
11.3.3 The following items shall be prorated as of the date of closing:
11.3.3.1 All expenses, including property taxes.
11.3.3.2 All rental income.
11.3.4 All security deposits of any nature are to be transferred to
Buyer.
11.3.4.1 If any of the conditions set forth herein are not satisfied as
of the close of escrow and as a result of this fact, Buyer
elects to cancel, the Deposit shall be returned to Buyer and
the escrow shall be canceled. Thereafter, neither party shall
have any rights or responsibilities to the other. Should
Buyer elect not to cancel, then and in that event, Buyer may
seek all remedies available under applicable law including
specific performance, provided that monetary damages shall be
limited to $130,000.
11.3.4.2 Purchase Price includes the Property and the Personal
Property, including all plans, specifications, warranties,
permits, marketing data and materials and other documentation
pertaining exclusively to the Property to which the Seller may
have access or have in its possession. At close of escrow,
Seller shall deliver to Buyer an assignment of the
documentation, a ▇▇▇▇ of sale for the personal property, and a
special warranty deed of the Property.
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12. Casualties or Condemnation.
In the event that prior to the Date of Closing either the Improvements are
damaged or destroyed, in whole or in part, by fire or other cause, or any
portion of the Property becomes the subject of a condemnation proceeding by a
public or quasi-public authority having the power of eminent domain, then
either (a) the parties shall proceed with the transaction contemplated herein,
in which event Buyer shall be entitled to receive any insurance proceeds or
condemnation awards, or (b) in the event such damage, destruction, or
condemnation involves, in the reasonable estimation of Seller, a loss in an
amount in excess of ten per cent (10%) of the Purchase Price, or loss of all
or a material portion of access to the Property, Buyer then, at its option,
may terminate this Letter by notice to the Seller within ten (10) days of
Buyer's receipt of Seller's notice of such damage or proceeding, in which case
the Deposit shall be refunded, and thereafter neither party shall have any
further obligation or liability to the other by virtue of this Letter, except
as otherwise expressly provided herein.
13. Notices.
All notices required or permitted to be given hereunder shall be in writing
and sent by overnight delivery service (such as Federal Express), in which
case notice shall be deemed given on the day after the date sent, or by
personal delivery, in which case notice shall be deemed given on the date
received, or by certified mail, in which case notice shall be deemed given
three (3) days after the date sent, or by fax (with copy by overnight delivery
service), in which case notice shall be deemed given on the date sent, to the
appropriate address indicated below or at such other place or places as either
Buyer or Seller may, from time to time, respectively, designate in a written
notice given to the other in the manner described above.
To Seller: President Casinos, Inc.
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
With Copy To: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
President Casinos, Inc.
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
With Copy To: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP
One ▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
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To Buyer: ▇▇▇▇▇▇ ▇▇▇▇, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
With Copy To: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Attorney at Law
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
14. Confidentiality.
During the pendency of the Contingency Period and escrow, Seller shall not
enter into any agreement pertaining to the Property regarding marketing or
sale of the Property or any agreement regarding rental, management,
maintenance, repair, or other matter affecting the Property outside the
ordinary course of business without the prior written consent of Buyer.
Buyer's consent shall not be unreasonably withheld or delayed.
15. Commission.
Seller shall be responsible for the payment of real estate commissions or
fees, if any, incurred as a result of this transaction. Seller's liability
for commissions shall be limited to $50,000. Seller warrants that it has not
dealt with any agents or brokers other than ▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and
Buyer shall hold Seller harmless from claims by any other agent or broker with
whom it has dealt. Buyer warrants that it has dealt with no other broker or
agent regarding this transaction other than ▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and
Seller shall hold Buyer harmless from the claims by any other agent with whom
it has dealt.
16. Entire Agreement.
This Letter, executed in duplicate, sets forth the entire agreement between
the parties and may not be canceled, modified, or amended except by a written
instrument executed by both Seller and Buyer.
17. Counterparts.
This Letter may be executed and delivered in any number of counterparts,
each of which so executed and delivered shall be deemed to be an original and
all of which shall constitute one and the same instrument.
18. No Reservation.
No rights shall exist between the parties until Buyer and Seller execute
this Letter.
This Letter is intended to be a binding statement of the general terms of an
Agreement for Purchase and Sale. It is subject to reasonable modification as
provided for in the preparation of the Escrow Instructions by the parties, and
their respective counsel.
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19. Confidentiality.
This Letter shall be between the signed parties and be maintained in strict
confidence to the general public and employees of Seller.
20. Governing Law.
This Letter shall be governed, interpreted and construed in accordance with
the laws of the State of Mississippi.
21. Assignability.
This Letter may be assigned to a limited liability company, a managing
member of which is Buyer or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇. Buyer shall not be released
from any obligations hereunder by such assignments.
Very truly yours,
SITE REALTY, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Executive Officer
This Letter shall become a legally binding agreement when executed by the
parties hereto.
AGREED AND ACCEPTED AS TO THE ABOVE:
SELLER:
PRESIDENT ▇▇▇▇▇▇▇▇▇▇ HOTEL, LLC
BY: ▇▇▇▇▇▇▇▇▇▇ HOTEL, INC., MEMBER MANAGER
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President & C.O.O.
Date: June 24, 2003