EXHIBIT 10.56
PURCHASE AGREEMENT
BY AND AMONG
GRAND CASINOS NEVADA I, INC.,
A MINNESOTA CORPORATION
AS SELLER
AND
METROFLAG POLO, LLC,
A NEVADA LIMITED LIABILITY COMPANY
AS BUYER
EFFECTIVE DATE: DECEMBER 28, 2001
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT ("AGREEMENT") is entered into this 28th day of
December, 2001, by and between GRAND CASINOS NEVADA I, a Minnesota corporation
("GCN") (hereafter referred to as "GCN" or "SELLER") and METROFLAG POLO, LLC, a
Nevada limited liability company ("BUYER").
RECITALS:
1. Seller is the fee owner of real property located in Las Vegas, Nevada,
which is improved with an underground parking structure and a retail shopping
center known as the "Polo Plaza" and which real property is legally described on
EXHIBIT A attached hereto (the "POLO PROPERTY").
2. Buyer desires to purchase the Polo Property, including any personal
property owned by Seller and physically located on the Polo Property ("PERSONAL
PROPERTY") all in accordance with the terms and conditions hereinafter set
forth. The Polo Property and any Personal Property pertaining thereto and any
appurtenant rights to the foregoing shall collectively be hereafter referred to
as the "PROPERTY."
3. Seller is willing to grant and extend to Buyer such purchase right.
4. Seller is also the tenant under that certain Lease Agreement originally
by and between ▇▇▇▇▇▇ Family Trust and Nevada ▇▇▇▇▇▇ ▇▇▇▇, as Landlord, and
Cloobeck Enterprises, a California corporation ("CLOOBECK") and GCN, as Tenant,
dated June 17, 1996 (the "▇▇▇▇▇▇ LEASE"), covering the real property located in
Las Vegas, Nevada which is improved with a motel operating under the name of
"Travelodge" and which real property is legally described on EXHIBIT B attached
hereto (the "TRAVELODGE PARCEL").
5. Simultaneously herewith, Metroflag BP, LLC, a Nevada limited liability
company ("METROFLAG BP") and Seller have entered into that certain Purchase
Agreement (the "TRAVELODGE PURCHASE AGREEMENT") whereby Metroflag BP has agreed
to purchase and Seller has agreed to sell to Metroflag BP Seller's interest in
the ▇▇▇▇▇▇ Lease and the Travelodge Parcel (Seller's interest in the ▇▇▇▇▇▇
Lease and the Travelodge Parcel shall hereinafter be collectively referred to as
"TRAVELODGE PROPERTY").
NOW, THEREFORE, in consideration of the agreements hereinafter provided
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged by Buyer and Seller, Seller agrees to sell to Buyer, and
Buyer agrees to purchase from Seller the Property in its "As-Is, Where-Is, with
All Faults" condition (except as otherwise specifically provided or represented
in this Agreement) as more particularly set forth in this Agreement.
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SECTION I
PURCHASE PRICE
It is hereby agreed that the purchase price for the Property shall be
Twenty Three Million Seven Hundred Sixty Five Thousand and 00/100 Dollars
($23,765,000.00) (the "PURCHASE PRICE"). The Purchase Price shall be paid by
Buyer to Seller as follows:
(a) $500,000.00 cash (the "DOWN PAYMENT"), subject to prorations, payable
by Buyer at Closing (as hereinafter defined).
(b) Buyer shall execute and deliver to Seller at the Closing (i) a
promissory note in the original principal amount of $23,265,000.00 (the "NOTE")
substantially in the form of EXHIBIT C attached hereto payable to the order of
Seller in such amount, and (ii) a first priority Deed of Trust (the "DEED OF
TRUST") on the Polo Property securing the Note, substantially in the form of
EXHIBIT D attached hereto. The Note shall provide for the payment of interest
only at a fixed per annum interest rate of five percent (5%) for a period of not
less than 180 days after the Closing Date decreasing to three percent (3%)
thereafter. Subject to the extensions described below in this Section I(b) and
the extensions described in Section V(b) hereof, the entire outstanding
principal balance under the Note and any accrued interest thereon shall become
due and payable on September 30, 2002 (the "MATURITY DATE"), provided that Buyer
shall have the right to up to three (3) one-month extensions of the Maturity
Date by, in each case, providing Seller with not less that ten (10) days written
notice prior to the Maturity Date (as same may have been extended) of Buyer's
election to extend the Maturity Date. In exchange for each extension, Buyer
shall, in each case, within three (3) business days of Buyer's receipt of
Seller's election, shall, at Seller's option, either (i) pay to Seller
$50,000.00, in which case said $50,000.00 will not be credited toward the
outstanding principal balance owed under the Note, or (ii) pay to Seller
$100,000.00, in which case the $100,000.00 will be credited towards, and reduce,
the outstanding principal balance owed under the Note. Any election by Buyer to
extend shall not be effective until Buyer has paid the appropriate sum to Seller
as set forth above.
(c) Upon either the satisfaction of all the Post-Closing Conditions (as
hereinafter defined), or Buyer's waiver of any unsatisfied Post-Closing
Conditions, Buyer shall pay to Seller $500,000.00 (the "SECOND PAYMENT") and the
Down Payment and the Second Payment shall become non-refundable. The Second
Payment shall be deemed to be a partial prepayment of the Note and shall reduce
the outstanding principal balance of the Note accordingly.
Buyer contemplates obtaining financing of up to $4,000,000.00 (the
"REDEVELOPMENT/CONSTRUCTION LOAN") for certain redevelopment and construction on
the Property (the "LIMITED IMPROVEMENTS") which financing would be secured by a
deed of trust on the Property. Provided that (i) Buyer can reasonably
demonstrate to Seller that the Limited Improvements and the leasing of the
Property at prevailing market rates can reasonably be expected to enhance the
value of the Property by not less than an amount equal to one hundred and fifty
percent (150%) of the principal amount of the Redevelopment/Construction Loan,
(ii) Buyer provides Seller with assurances reasonably acceptable to Seller of
the cost of construction and that any construction financed by the
Redevelopment/Construction Loan shall be completed, (iii) the
Redevelopment/Construction Loan is assumable by Seller, and (iv) the Limited
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Improvements are bonded and on a guaranteed maximum general contract, Seller
agrees to subordinate the Deed of Trust to any deed of trust securing a
Redevelopment/Construction Loan and shall execute and deliver to any lending
institution providing such Redevelopment/Construction Loan any and all
reasonable and customary subordination agreements and other agreements required
in connection therewith.
SECTION II
BUYER'S PUT RIGHT
(a) In the event that: (i) (A) one or more of the representations and
warranties set forth in Section III is breached, (B) Buyer notifies Seller
thereof within the Post Closing Conditions Period, and (C) the aggregate
reasonably foreseeable damages which Buyer could incur resulting therefrom could
be expected to exceed $250,000.00 (either singly or in the aggregate for all
such breaches), and (D) Seller fails to cure such breaches by the expiration of
the Post-Closing Conditions Period; (ii) Seller does not satisfy all of the
Post-Closing Conditions set forth in Section V hereof by the expiration of the
Post-Closing Conditions Period, or (iii) if prior to the expiration of the Post
Closing Conditions Period (as hereinafter defined), Buyer is unable to obtain an
agreement satisfactory to Buyer with the Towers Parcel Owners (as defined in the
Amended REA) pertaining to the cancellation of the Sign Easement (as defined in
the Amended REA) or such other revisions to Article 7 of the Amended REA as
Buyer may require in its sole discretion, then, at Buyer's option, 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 either 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
not later than fifteen (15) days after the date that the Repurchase Notice is
delivered to Seller.
(b) In the event Seller is required to repurchase the Property as
described above, (i) Buyer shall convey the Property to Seller by the same form
of grant bargain sale deed in its "AS-IS" - "WHERE-IS" condition subject to all
matters affecting title thereto present on the Closing Date and any additional
matters which may have arisen after the Closing Date (subject to Buyer's
Post-Closing Covenants as defined below), (ii) the purchase price for such
repurchase shall be $250,000.00 payable in cash (by certified check or wire
transfer of immediately available funds), (iii) Seller shall assume any
Redevelopment and Construction Loan, (iv) the Note shall be cancelled and Buyer
shall no longer have any liability to Seller thereunder, provided that all
interest accrued through the date of the Repurchase shall be paid to Seller at
the closing of the Repurchase, (v) Seller shall assume the general contract and
any other agreements or contracts entered into by Buyer in related to the
planning, design and construction of the Limited Improvements, including,
without limitation, any contracts with any architects, engineers, consultants,
contractors, suppliers and materialmen and, subject to Buyer's Post-Closing
Covenants, any leases entered into by Buyer affecting the Property (the
"POST-CLOSING AGREEMENTS"), (vi) Seller shall have the option (but not the
obligation) to assume all of Buyer's obligations under any contracts, agreements
and obligations entered into by Buyer after the Closing Date other than the
Post-Closing Agreements, (vii) subject to Buyer's Post-Closing Covenants, Buyer
shall assign to Seller at the Closing of the Repurchase all of Buyer's right,
title and interest to any plans, drawings, sketches, renderings and other work
product of any
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architects, engineers, contractors or consultants engaged by Buyer after the
Closing hereunder, and (viii) Seller shall indemnify Buyer from any and all
claims, damages or liabilities whatsoever in connection with any Post-Closing
Agreements which accrue on and after the date of the Repurchase and Buyer shall
indemnify Seller from any and all claims, damages or liabilities whatsoever in
connection with any Post-Closing Agreements which accrue prior to the date of
the Repurchase.
(c) Buyer contemplates commencing pre-development activities, including,
without limitation, planning, pre-leasing, surveying, demolition and
construction on the Property (the "PRE-DEVELOPMENT ACTIVITIES") before the
expiration of the Post-Closing Conditions Period. Buyer covenants to Seller that
Buyer shall (i) not execute any leases affecting the Property unless such leases
contain a provision allowing the landlord to terminate the lease upon ninety
(90) days notice to the tenant, and (ii) not enter into any contracts or
agreements with a term in excess of one (1) year affecting the Property other
than the Post-Closing Agreements. The foregoing covenants in (i) and (ii) are
collectively refereed to as "BUYER'S POST-CLOSING COVENANTS".
SECTION III
EXISTING LEASES
Seller hereby represents and warrants to Purchaser that attached to this
Agreement as composite EXHIBIT E is a complete and correct list of all written
leases (and all amendments thereto, if applicable), tenancies or other occupancy
arrangements affecting the Polo Property (collectively, the "LEASES"), setting
forth the name of the tenant, the space affected, the rent, the term (including
any options to renew), the security deposit, if any, and any special
concessions, prepaid rent, options to purchase or rights of first refusal.
Seller represents and warrants to Purchaser that:
a. No other parties have any rights of occupancy or possession of the
Property or any portions thereof except as set forth in EXHIBIT E
attached hereto and no tenant of any portion of the Property has any
option to purchase the Property or any portion thereof, nor any
rights of first refusal with respect to same.
b. Seller has not received security deposits under any of the Leases
except the security deposits listed in EXHIBIT E, and Seller has not
accepted payment of any rent under any of the Leases for more than
one (1) month in advance.
c. There are no modifications, understandings or agreements with
respect to the Leases except as set forth in the Leases.
d. All of the Leases are in good standing and without default on the
part of Seller as of the date hereof. Seller has not delivered any
notice of default to any of the tenants under the Leases and except
as described in EXHIBIT E, Seller is not aware of any tenant
defaults thereunder. This representation shall survive the Closing.
e. There are no rental commissions due with respect to any of the
Leases nor for
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the renewal of same.
f. Except for the Leases, the License Agreement, the Management
Contract (which is to be terminated as provided in Section VI(a)(vi)
herein) and the contracts and agreements listed on EXHIBIT F
attached hereto, to the best of Seller's knowledge, Seller has not
entered into (and the Property is not subject to) any contracts,
arrangements, licenses, concessions, easements, or other agreements,
including, without limitation, service arrangements and employment
agreements, either recorded or unrecorded, written or oral,
affecting the Property, or any portion thereof or the use thereof.
Seller represents that it has provided Buyer with true, complete and
correct copies of all contracts and agreements listed in EXHIBIT F.
SECTION IV
TITLE EVIDENCE
Buyer has received and reviewed a title insurance commitment prepared by
Lawyers Title Insurance Corporation of Nevada (the "Title Company") and that
certain preliminary survey dated June 23, 2000, prepared by ▇.▇. ▇▇▇▇▇▇▇, Inc.
(the "Survey") and has determined that the matters set forth in Exhibit G
attached hereto are not acceptable to Buyer (the "Unacceptable Exceptions"). Any
additional matters shown on any endorsement to the Commitment or an updated
Survey arising prior to the Closing Date which, in Buyer's exclusive (but
reasonable) discretion, adversely affect Buyer's ability to own, use and develop
the Property in any material respect shall be deemed to be Unacceptable
Exceptions.
Seller has elected to satisfy or remove to Buyer reasonable satisfaction (and
that of Title Company) all Unacceptable Exceptions so that such matters may be
eliminated as exceptions to the Commitment. Seller shall use its reasonable best
efforts to satisfy, remove by payment, bonding, or otherwise all of the
Unacceptable Exceptions, including bringing suit, if necessary, to cure any such
Unacceptable Exceptions.
SECTION V
POST-CLOSING CONDITIONS
(a) Buyer and Seller acknowledge that the conditions set forth below in
this paragraph (a) were expected to be satisfied prior to the Closing but
because of Buyer and Seller's desire to close the transaction contemplated
hereby on the Closing Date, Buyer and Seller have agreed that such conditions
are to be satisfied as set forth in this paragraph. Consequently, Seller
acknowledges and agrees that Seller shall be obligated to complete or satisfy
the following conditions (collectively, the "POST CLOSING CONDITIONS") within
ninety (90) days after the Closing Date:
(i) the form of Amended and Restated Grant of Reciprocal Easements
and Declaration of Covenants, Conditions and Restrictions (the "AMENDED REA")
attached hereto as
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EXHIBIT H which form has been approved by Buyer and Seller (or substantially the
same form thereof with only such changes as may be acceptable to Buyer in its
discretion) shall have been approved by all necessary parties (including,
without limitation, the legal approval by any condominium or time share
associations pertaining to the Towers Parcel (as defined in the Amended REA) in
full compliance with their respective constituent and governing documents (the
"ASSOCIATIONS")), and all conditions precedent therein shall have been
satisfied, executed by all parties thereto (including all holders of deeds of
trust or mortgages, to the extent legally required, consented to by the fee
owner of the Travelodge Property and the signature by the ▇▇▇▇▇▇ Fee Owners of
the Consent and Joinder of ▇▇▇▇▇▇ Fee Owners attached thereto), and filed for
record, which will have the effect of amending and restating the 1996 REA and
the 1998 REA (as those terms are defined in the Amended REA), superseding the
1996 REA and the 1998 REA in all respects and terminating the access easement
for the "South Boundary Road" originally granted in 1991 in Parcel Map 69/37
affecting the Polo Property and any other easement affecting the Property as
reasonably required by Buyer;
(ii) that certain License Agreement (as defined in the Amended REA)
shall have been terminated by an appropriate termination instrument approved
(and all conditions precedent therein shall have been satisfied) and executed by
all necessary parties thereto, and filed for record;
(iii) Seller will cause to be executed and delivered to Buyer an
agreement and acknowledgement by the ▇▇▇▇▇▇ Fee Owners (as defined in the
Amended REA) in form and content reasonably acceptable to Buyer in which the
▇▇▇▇▇▇ Fee Owners acknowledge and agree that the Polo Property is not, and will
not, be subject to any of the encumbrance and security agreement provisions in
the ▇▇▇▇▇▇ Lease, unless the development on the Polo Property is an integrated
project (i.e. has a common roof with) the leased premises under the ▇▇▇▇▇▇
Lease;
(iv) Seller shall obtain an agreement executed by Seller and the
Towers Parcel Owners (as defined in the Amended REA) and any other Association
to the preliminary plan prepared by Buyer reflecting planned setbacks and
variances for the future development of the Polo Property;
(v) Seller shall cause the form of Post-Closing Agreement attached
hereto as EXHIBIT I (the "POST CLOSING AGREEMENT") to be executed by all
necessary parties; and
(vi) Seller shall satisfy and/or remove all Unacceptable Exceptions,
provided that if Seller has not caused the foregoing Post-Closing Conditions to
be satisfied within the aforementioned 90-day period after diligent and
continuous efforts to do so, then Buyer hereby grants to Seller and additional
ninety (90) days to satisfy said conditions as set forth in this paragraph,
provided that Seller continues to use diligent and continuous efforts to do so.
(b) If one or more of the Post Closing Conditions are not satisfied by
Seller within the initial 90-day period after the Closing Date, then the
Maturity Date (as may be extended as set forth in Section I hereof) shall be
extended by the same number of days elapsing after the Closing Date that any of
the Post-Closing Conditions are not satisfied but in no event more than
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ninety (90) days. The 180-day period after the Closing Date shall be referred to
herein as the "POST-CLOSING CONDITIONS PERIOD".
SECTION VI
CLOSING CONDITIONS
(a) The existing management contract with Accredited Realty (▇▇▇▇▇▇ ▇▇▇▇)
(the "MANAGEMENT CONTRACT") shall have been terminated without liability to
Buyer as of the Closing Date. Buyer and Seller agree that Buyer will manage the
Property effective as of the day after the Closing Date.
SECTION VII
"AS-IS", "WHERE-IS" CONDITION
Buyer acknowledges that it is purchasing the Property in its "as is",
"where is", with all faults condition (except as specifically provided for or
represented herein) relying otherwise solely on its own existing knowledge and
inspection of the Property. Except as set forth herein, Seller makes no
representations or warranties as to any matters affecting the Property or as to
the quality and quantity of the Property, including, without limitation, to the
condition of any improvements thereto.
SECTION VIII
CLOSING
The closing of Buyer's purchase of the Property (the "CLOSING") shall
occur simultaneously with the execution of this Agreement by the parties hereto
and such date shall be referred to herein as the "CLOSING DATE".
The Closing shall take place in the office of Seller's counsel in Las
Vegas, Nevada on or before Closing Date. Possession of the Property shall be
deemed to have been given by Seller to Buyer coincident with the Closing. The
following procedure shall govern the Closing:
(a) At the Closing, Seller shall deliver to Title Company a proposed
grant bargain sale deed (the "DEED"), which shall be in recordable form
and shall convey good and marketable record title to the Polo Property
(using the legal description set forth on the Commitment) to Buyer,
subject only to current real estate taxes and any encumbrances which are
not Unacceptable Exceptions.
(b) On the Closing Date Seller shall deliver the following:
(i) the Deed properly executed and acknowledged along with a
standard form Seller's Affidavit;
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(ii) current real estate tax statements;
(iii) properly executed assignments of Seller's interest in
and to the Leases and any other documents necessary to
transfer Seller's interest in such Leases to Buyer;
(iv) a Quit Claim ▇▇▇▇ of Sale to Personal Property;
(v) a FIRPTA Affidavit;
(vi) properly executed form of Post-Closing Agreement;
(vii) properly executed form of Sign Cost Agreement attached
hereto as EXHIBIT J (the "SIGN COST AGREEMENT");
(viii) such funds as may be required by Seller to pay Closing
costs or charges properly allocable to Seller; and
(ix) notices to tenants of the Polo Property directing future
rentals to be paid to Buyer.
(c) On the Closing Date, Buyer shall deliver the following:
(i) the balance of the cash due at Closing;
(ii) the Note and the Deed of Trust, all properly executed
and in recordable form, along with all applicable fees,
taxes and recording fees necessary to record the Deed of
Trust;
(iii) properly executed Post-Closing Agreement and Sign Cost
Agreement; and
(iv) such funds as may be required to pay Closing costs or
charges properly allocable to Buyer, including but not
limited to the cost of the Buyer's title insurance
policy.
Seller shall pay all installments of real estate taxes and installments of
special assessments due and payable in calendar year 2001 and prior years. Buyer
shall pay all installments of real estate taxes and installments of special
assessments due and payable in calendar year 2002 and thereafter.
Insurance and rents with respect to the Polo Property will be pro-rated at
the Closing as of December 31, 2001. All other charges normal and customary in
similar transactions shall be paid by the appropriate party who so customarily
pays such charges.
All rents collected by Buyer after Closing shall be deposited in Buyer's
cash account and applied first to current rents due Buyer, second to delinquent
rents due Buyer, and third to
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delinquent rents due Seller. With respect to any delinquent rents due Seller,
Buyer shall make reasonable efforts to collect the same after Closing in the
usual course of operation of the Property and such collections (less Buyer's
costs of collection, including attorneys' fees and costs, and reasonable
management and administrative fees) shall be remitted to Seller promptly after
receipt by Buyer.
At Closing, Seller shall also give Buyer a credit against the Purchase
Price, or shall transfer and deliver to Purchaser a sum equal to the aggregate
of any security deposits shown on EXHIBIT E, and, if applicable interest, if
any, earned thereon to the Date of Closing and any advance rents paid on behalf
of any tenant, which advance rents shall be prorated to the Date of Closing.
SECTION XI
EXPENSE OF ENFORCEMENT
If either party brings an action at law or in equity to enforce or
interpret this Agreement, the prevailing party in such action shall be entitled
to recover reasonable attorneys' fees and court costs in addition to any other
remedy granted.
SECTION XII
NOTICE
All notices, demands and requests required or permitted to be given under
this Agreement must be in writing and shall be deemed to have been properly
given or served either by personal delivery or by depositing the same in the
United States mail, addressed to Seller or to Buyer, as the case may be, prepaid
and registered or certified mail, return receipt requested, at the following
addresses:
TO SELLER: Grand Casinos Nevada I, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Chief Financial Officer
WITH COPY TO: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Brand, LLP
3300 ▇▇▇▇▇ Fargo Center
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. Sell, Esq.
TO BUYER: Metroplex, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ Torino
and
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Flag Luxury Properties, LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
WITH COPY TO: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, P.A.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
and
▇▇▇▇▇▇ & Silver, Ltd.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Rejection or refusal to accept or the inability to deliver any notice
hereunder because of a changed address of which no notice was given shall be
deemed to be receipt of the notice, demand or request. Any party shall have the
right from time to time and at any time upon at least ten (10) days' written
notice thereof, to change their respective addresses, and each shall have the
right to specify as its address any other address within the United States of
America.
SECTION XV
MERGER/BINDING AGREEMENT; SURVIVAL
All previous negotiations and understandings between Seller and Buyer or
their respective agents and employees with respect to the purchase of the
Property hereunder are merged in this Agreement, which alone fully and
completely express the parties' rights, duties and obligations with respect to
such purchase. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors, assigns, heirs and personal
representatives. The parties hereto agree that all covenants, representations
warranties and any other obligations shall survive the Closing hereunder.
SECTION XVII
GOVERNING LAW
This Agreement shall be deemed to be a contract made under the laws of the
State of Nevada and for all purposes shall be governed and construed in
accordance with the laws of said State.
SECTION XVIII
DAMAGES
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Notwithstanding any other provision hereof to the contrary, Buyer hereby
waives any claim against Seller, including, but not limited to, any claim for
damages, for breach by Seller of any covenant, agreement, warranty or
representation made hereunder, it being understood that the only remedy afforded
Buyer for any such breach shall be the right afforded Buyer under Section II
hereof to require Seller to consummate the Repurchase. Seller shall, however,
continue to be liable hereunder to Buyer for third party claims that have been
the subject of the indemnity provision of Sections II(b)(viii).
SECTION XVIII
CONFIDENTIALITY
Neither party hereto will make any public disclosure or publicity release
pertaining to the existence of this Agreement or the subject matter contained
herein without the consent of the other party.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
intending to be bound by the provisions herein contained.
SELLER:
GRAND CASINOS OF NEVADA I, INC.
a Minnesota corporation
By:
--------------------------------------------------
Its:
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BUYER:
METROFLAG POLO, LLC,
a Nevada limited liability company
By: Metro One, LLC, a Nevada limited liability company,
its member
By:
------------------------------------------------
▇▇▇▇▇ Torino, Manager
EXHIBIT A Legal description of Polo Property
EXHIBIT B Legal description of Travelodge Property
EXHIBIT C Note
EXHIBIT D Deed of Trust on the Polo Property
EXHIBIT E List of Leases
EXHIBIT F Contracts and Agreements
EXHIBIT G Unacceptable Exceptions
EXHIBIT H Amended REA
EXHIBIT I Post-Closing Agreement
EXHIBIT J Sign Cost Agreement
EXHIBIT E
LIST OF LEASES
1.
2.
3.
4. Revocable License Agreement dated as of February 1, 2001 between Polo Towers
Master Owners Association, Inc. and Seller, as same may have been modified or as
subsequently modified (the "LICENSE AGREEMENT")