EXHIBIT 10.01
31
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (this "Agreement") is executed
as of the 5th day of August 1997, is effective, retroactively,
as of June 1, 1997, and is among Rio Development Company, Inc., a
Nevada corporation ("Purchaser"), and Seven Hills Golf Limited
Partnership, a Nevada limited partnership ("Seller").
R E C I T A L S
WHEREAS, Seller owns certain real property and
improvements thereon within the Seven Hills Master Planned
Community, located in the City of ▇▇▇▇▇▇▇▇▇, State of Nevada and
particularly described on Exhibit "A" hereto (the "Property"),
which Property is anticipated to be developed and operated as an
18-hole golf course with related improvements (the "Project");
WHEREAS, in connection with the Project, Seller also
owns the Related Assets (as hereinafter defined), which Related
Assets, together with the Property, are collectively referred to
herein as the "Assets"; and
WHEREAS, pursuant to the terms and conditions set forth
herein, Seller desires to sell and assign the Assets to
Purchaser, and Purchaser desires to purchase and acquire same
from Seller.
NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged,
Purchaser and Seller hereby covenant and agree as follows:
1. SALE OF THE ASSETS. Subject to the terms and
conditions set forth herein, at the Closing (as hereinafter
defined) Seller shall sell, transfer, assign and deliver to
Purchaser, and Purchaser shall purchase and acquire from Seller,
all of Seller's existing assets and business with respect to the
Project, including, without limitation, the assets set forth
below. Except as otherwise expressly provided in this Agreement,
Purchaser agrees that upon the Closing, Purchaser shall assume
all liabilities and obligations to which Seller was subject, as
of the Closing, in connection with the Related Assets.
a. THE PROPERTY. The Property, free of all
liens, exceptions and encumbrances except for those set forth as
exceptions nos. 1, 2 (to the extent these cannot be determined at
Closing), 3 (to the extent these cannot be determined at
Closing), 4, 5, 6, 8, 9, 10, 11, 12 (subject to Purchaser review)
13 and 14 (the "Permitted Exceptions") on that certain
preliminary title report (the "Title Report") no. 97-06-0963LM
prepared by Nevada Title Company ("Escrow Agent") at 7:30 A.M.
dated June 10, 1997, and any and all improvements thereon. It is
agreed that any potential liens or actual liens recorded by/on
behalf of/because of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Associates, Inc., a Nevada
corporation ("MCA"), whether revealed on the Title Report or not,
shall be deemed Permitted Exceptions.
b. PERSONAL PROPERTY: The Personal Property
listed on Schedule 1 b., attached hereto and made a part hereof
as if fully set forth;
▇. ▇▇▇▇▇, DESIGNS. All of Seller's rights and
entitlements to use the "Seven Hills" marks, insignia and designs
(the "Marks");
d. CONTRACTS. All rights and interests in and
to all contracts, agreements, rights, easements, orders,
commitments, understandings and arrangements with respect to the
Project, including, without limitation, the contracts listed on
Exhibit "B" attached hereto (the "Contracts"). With respect to
Seller's Contract with First Security Leasing Company ("First
Security") for the lease of certain equipment used at the
Property, Purchaser agrees that at the Closing, Purchaser shall
replace Seller's deposit to First Security in the amount of
$51,396, and that it shall execute and deliver (or cause the
execution and delivery) to First Security all such documents as
may be necessary to replace ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ as
guarantors under such First Security Contract;
e. PERMITS. All permits owned by or issued to
Seller relating to the Project and all pending applications
therefor (the "Permits");
f. BOOKS, RECORDS. All originals or copies of
all books, records, files and papers, whether in hard copy or
computer format, used in connection with the Project, including,
without limitation, engineering information, manuals, data, sales
and advertising materials and sales and purchase correspondence
(but excluding original documentation with respect to Seller's
construction contract with Kajima Engineering and Construction,
Inc., a California corporation ("Kajima")) (the "Records");
g. TECHNOLOGY, KNOW-HOW. All technology, know-
how, trade secrets, proprietary data, formulae, research and
development data, computer software programs and other intangible
property, and any applications for the same, used by Seller in
connection with the Project (the "Know-how");
h. GOODWILL. All of Seller's goodwill in
connection with the Project (the "Goodwill");
i. EASEMENTS. All of Seller's rights under
easement agreements, or rights to obtain easements, with the City
of ▇▇▇▇▇▇▇▇▇ with respect to golf-cart underpasses on the
Property (the "Easements");
j. WARRANTIES. All of Seller's rights, if any,
to warranties from vendors, contractors and subcontractors with
respect to the Property (the "Warranties");
k. BOARD POSITIONS. All of Seller's rights to
appoint a member to the Board of Trustees to the Seven Hills
Master Association (the "Association") and all of Seller's rights
to appoint a member to the architectural review committee of the
Association (collectively, the "Board Positions"); and
l. SILVER CANYON PARTNERSHIP. All of Seller's
rights to receive any property or performance from Silver Canyon
Partnership with respect to the Property as set forth in the
Purchase, Sale and Development Agreement dated May 28, 1996 and
the Declaration of Easements, Covenants and Restrictions recorded
July 19, 1996 in Book 960719 as Document No.
2
00118 in the official records of the Recorder of ▇▇▇▇▇ County,
Nevada (the "Silver Canyon Rights").
The Personal Property, Marks, Contracts, Permits, Records, Know-
how, Goodwill, Easements, Warranties, Board Positions and Silver
Canyon Rights are collectively referred to herein as the "Related
Assets." All of the Related Assets shall be conveyed to
Purchaser at the Closing free and clear of all liens
and encumbrances except liens and encumbrances created under the
Orix Agreement or the Contracts.
2. CONSIDERATION. The consideration for the transfer
of the Assets by Seller to Purchaser shall be:
a. CASH PURCHASE PRICE. Cash payment to Seller
in the amount of $6,250,000 (the "Cash Purchase Price") {see 7
(a) for the Initial Payment as therein defined};
b. CANCELLATION OF CERTAIN PROMISSORY NOTE.
Cancellation of that certain Promissory Note made by ▇▇▇▇▇
▇▇▇▇▇▇▇▇ payable to the order of Purchaser dated March 4, 1997 in
the original principal amount of $3,750,000.00 (the "Note") with
an outstanding principal balance at June 1, 1997 of $5,299,654.72
of which $1,200,000.00 was credited to the stated
outstanding principal balance on June 30, 1997 and will be
redisbursed at the Closing so the full outstanding principal
balance on the Closing Date will be the $5,299,654.72
as stated above; and
c. ASSUMPTION OF CERTAIN LIABILITIES. The
assumption of the liabilities as expressly provided in Section 3
hereof.
3. ASSUMPTION OF LIABILITIES.
From and after the Closing Date, Purchaser shall
assume, pay, perform and discharge the liabilities incurred in
connection with the following obligations, as set forth in
Section 3(a) through 3(e) hereof:
a. ORIX LOAN. That certain Construction Loan
Agreement (the "Orix Agreement") dated July 2, 1996 among Seller
and Orix USA Corporation, a Delaware corporation ("Orix") and the
Loan Documents (as such term is defined in the Orix Agreement)
(the loan balance under the Orix Agreement, as of June 1, 1997,
is approximately $3,708,777.00).
b. MCA PROJECT NO. 838-97. The amended contract
to complete the golf course at the Project among Seller and MCA,
commonly known as MCA Project No. 838-97 (with an outstanding
obligation of approximately $4,500,000 as of June 1, 1997).
c. MCA PROJECT NO. 848-97. The contract among
Seller and MCA, commonly known as MCA Project No. 848-97 (with an
outstanding obligation of approximately $1,000,000 as of June 1,
1997).
3
d. MCA PROJECT NO. 878-97. The contract among
Seller and MCA to construct the club house at the Project,
commonly known as MCA Project No. 878-97 (with an outstanding
obligation of approximately $4,500,000 as of June 1, 1997).
e. ADDITIONAL EXPENSES AND LIABILITIES. Except
as expressly excluded in Section 3(f) below, all other expenses
associated with the Project, the Property and the Related Assets,
commencing as of June 1, 1997, including, without limitation,
payroll obligations, obligations under the First Security
Contracts, and obligations in connection with fencing and
portable toilets at the Project, taxes and insurance, as it is
the intent of the parties that the Purchaser is responsible for
costs incurred on and after June 1, 1997 and the Seller is
responsible for costs incurred prior to June 1, 1997 which, as of
the date of Closing, have not been paid either through the use of
the proceeds advanced under the Promissory Note (see Section 2b)
or payments made by MCA or costs incurred by MCA under, MCA
Project Nos. 838-97, 848-97 and 878-97 whether MCA made such
payments or incurred such costs prior to or after June 1, 1997.
f. LIABILITIES NOT ASSUMED. In no event shall
Purchaser assume or incur any liability under this Agreement or
otherwise in respect of (i) any federal, state or local income
tax, business, occupation, withholding or similar tax or other
tax payable in connection with the Project or the Assets arising
prior to the Closing Date or as a result of the Closing; (ii)
the agreement between Seller and ▇▇▇▇ ▇▇▇▇▇, Inc. with
respect to certain design and construction of the golf course at
the Project, provided that Seller will execute a Partial
Assignment of this contract, assigning to Purchaser the benefits
of the contract, but not the obligations of the contact; and/or
(iii) that certain mechanics' lien recorded by Kajima on April
10, 1997, as amended on April 11, 1997 in the Official Records of
▇▇▇▇▇ County, Nevada, with respect to the Property.
In addition, Purchaser shall not be responsible for the
breach by Seller of any provision set forth in any agreement or
other instrument described in Section 3(a) through 3(e) hereof
which occurred before the date hereof and Seller hereby agrees
that it shall indemnify and forever hold Purchaser harmless in
connection with any such breach.
4. REPRESENTATIONS OF SELLER. Seller represents and
warrants that the following are true and correct in all respects
as of June 1, 1997 and shall be true and correct as of the
Closing:
a. PARTNERSHIP ORGANIZATION. Seller is a
limited partnership duly organized, validly existing and in good
standing under the laws of the State of Nevada, and has all
necessary limited partnership powers to own its properties and to
carry on its business as now owned and operated by it.
b. AUTHORITY. As of the Closing, Seller's
partners (both general and limited) shall have duly authorized
and approved the execution of this Agreement and the sale of the
Assets as contemplated herein, as required under Nevada law and
Seller's Amended and Restated Agreement of Limited Partnership
[undated] (the "Partnership Agreement").
4
c. MARKETABLE TITLE. To the best of its
knowledge, Seller has good and marketable title to the Related
Assets. The Assets constitute all of Seller's assets in
connection with the Project. None of the Assets are the subject
of, or, to the best of Seller's knowledge, are targeted for, any
proceeding in eminent domain.
d. TRANSACTION NOT A BREACH. Neither the
execution of this Agreement nor the transactions contemplated
hereby will result in or constitute a breach or violation
(whether with notice or lapse of time or both) of the Partnership
Agreement or any lease, contract, mortgage or other agreement by
which Seller is bound, except as to any consents or approvals
required and specified herein.
e. LITIGATION. To the best of Seller's
knowledge, except with respect to the mechanics liens reflected
as items 15 and 16 on the Title Report, there are no
investigations, actions, suits, charges, complaints or other
proceedings of any character pending, or, to the best of Seller
knowledge, threatened or otherwise asserted against or involving
the Seller which could reasonably be expected to affect the title
of the Property, at law or in equity or before any federal,
state, or other governmental division, agency or instrumentality
and no circumstances are known by Seller to exist which would
give rise to any such action, suit or proceeding.
f. MANAGEMENT OF THE PROJECT. Other than that
certain Management Agreement dated January 1, 1996 among Seller
and ▇▇▇▇▇▇▇▇ Management Company, LLC (the "▇▇▇▇▇▇▇▇ Agreement"),
there are no agreements to which Seller is party or by which
Seller is bound with respect to supervising and/or operating the
Project.
g. COMPLIANCE WITH CC&RS. To the best of
Seller's knowledge, Seller is in compliance in all material
respects with the terms and provisions of (i) that certain Master
Declaration of Covenants, Conditions and Restrictions and
Reservation of Easements for Seven Hills executed by Silver
Canyon Partnership and dated October 9, 1995 (the "Master
Declaration"), including without limitation, compliance with
Article IX thereof relating to architectural and landscape
matters; and (ii) that certain Declaration of Easements,
Covenants and Restrictions (Golf Course Dedication) dated May 28,
1996 among Silver Canyon Partnership and the Seller
(collectively, the "CC&Rs"). Purchaser and Seller agree that the
existing landscaping of the "Golfscape" (as such term is defined
in Section 1.30 of the Master Declaration) shall, for purposes of
this Agreement, be deemed to be in compliance in all material
respects with the CC&Rs.
h. EMPLOYEES. To the best of Seller's
knowledge, as of the date of the execution of this Agreement and
the Closing Date, Seller is not delinquent in any fashion with
respect to payroll taxes, industrial insurance premiums, FICA and
any other matter or matters with respect to its employees and
employment and labor-related obligations.
i. ENVIRONMENTAL COMPLIANCE. To the best of
Seller's knowledge and without independent inquiry on the part of
Seller, and except for any violations caused by MCA, Seller is in
compliance with all Environmental and Safety Requirements (as
hereinafter defined) and possesses all required permits, licenses
and certificates, and has filed all notices or applications
required by the Environmental and Safety Requirements; EXCEPT,
HOWEVER, where
5
such noncompliance with Environmental and Safety Requirements or
failure to possess required permits, licenses and certificates
would not, individually or in the aggregate, have a material
adverse effect upon the Property. In addition, Seller has not
been subject to, and has not received any notice of, any private,
administrative or judicial action, or notice of any intended
private, administrative, or judicial action, relating to the
presence or alleged presence of Hazardous Materials (as
hereinafter defined) in, under or upon the Property, and to
Seller's knowledge, Seller does not have any material basis for
any such notice or action.
Without independent inquiry on the part of Seller, there are
no pending, or, to the knowledge of Seller, threatened actions or
proceedings (or notices of potential actions or proceedings) from
any governmental authority or any other entity regarding any
matter relating to health, safety or protection of the
environment with respect to the Property. In addition, to the
knowledge of Seller and without independent inquiry by Seller,
there are no, and there have been no, past or present events,
conditions, circumstances, activities, practices, incidents or
actions which could reasonably be expected to interfere with or
prevent continued compliance with any Environmental and Safety
Requirements, give rise to any legal obligation or liability, or
otherwise form the material basis of any claim, action, suit,
proceeding, hearing or investigation against or involving the
Property, under any Environmental and Safety Requirements.
For purposes of this Agreement, "Environmental and Safety
Requirements" means all applicable federal, state and local laws,
rules, regulations, ordinances and requirements relating to
public health and safety, worker health and safety, and pollution
and protection of the environment, as the same may be amended
from time to time; and "Hazardous Material" means, without
limitation, (i) hazardous materials, hazardous substances,
extremely hazardous substances and hazardous wastes, as those
terms are defined by the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Sec. 9601 et seq.
("CERCLA"), the Resource Conservation and Recovery Act, 42 U.S.C.
Sec. 6901 et seq. ("RCRA"), and any other Environmental and
Safety Requirements; (ii) petroleum, including, without
limitation, crude oil or any fraction thereof which is liquid
at standard conditions of temperature and pressure (60 degrees
Fahrenheit and 14.7 pounds per square inch absolute); (iii) any
radioactive material, including, without limitation, any source,
special nuclear, or by-product material as defined in 42 U.S.C.
Sec. 2011 et seq.; and (iv) asbestos.
Seller's representations and warranties set forth in this
Section 4(j) shall survive the termination of this Agreement
until such time as all appropriate Certificates of Occupancy have
been issued in connection with the clubhouse at the Project.
5. REPRESENTATIONS OF PURCHASER. Purchaser represents
and warrants that the following are true and correct in all
respects on the date hereof and will be true and correct as of
the Closing:
a. CORPORATE ORGANIZATION. Purchaser is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada, and has all necessary
corporate powers to own its properties and to carry on its
business as now owned and operated by it.
6
b. AUTHORITY. Purchaser's Board of Directors has
duly authorized and approved the execution of this Agreement and
the acquisition by Purchaser of the Assets as contemplated
herein, as required under Nevada law and Purchaser's Articles of
Incorporation and Bylaws.
c. QUALIFICATION. Purchaser is duly qualified
to do business in the State of Nevada.
6. CONDITIONS PRECEDENT. In addition to the other
terms and provisions set forth in this Agreement, this Agreement,
and the rights, entitlements and obligations of the parties
hereto, is subject to, and is expressly conditioned upon, the
occurrence, on or before the Closing, of the following:
a. PARTNER CONSENTS. The receipt by Seller of
the consent of all of the partners (both general and limited) of
Seller, to the sale of the Assets, in accordance with Section
9.3(e) of the Partnership Agreement.
b. MECHANICS' LIEN. The release or bonding of
that certain mechanics' lien recorded by Kajima on April 10,
1997, as amended on April 11, 1997 in the Official Records of
▇▇▇▇▇ County, Nevada, with respect to the Property.
c. ADDITIONAL CONSENTS. The receipt by Seller
of all necessary consents and/or approvals required in connection
with the sale and transfer of the Assets as contemplated by this
Agreement.
d. TERMINATION OF MANAGEMENT AGREEMENT. The
termination by Seller of the ▇▇▇▇▇▇▇▇ Agreement.
e. REPRESENTATIONS AND WARRANTIES TRUE AT
CLOSING. All representations and warranties of Seller shall be
true on the Closing Date, as though such representations and
warranties were made on such date.
f. RISK OF LOSS. Risk of loss with respect to
any and all of the Assets prior to the Closing shall be upon
Purchaser; PROVIDED HOWEVER, that in the event of a casualty as
to the Assets (or any of them), Purchaser shall be entitled to
any available insurance proceeds with respect thereto from any
applicable policy of insurance covering the same wherein the
Seller is the insured.
g. KAJIMA PARTNERSHIP INTERESTS. Seller's shall
have obtained all of the limited partnership interests held by
Kajima in Seller.
h. ORIX LOAN. Seller shall have obtained from
Orix all necessary documents to allow Purchaser to assume the
Orix Loan evidenced by the Orix Agreement.
i. SURVEY OF GOLF COURSE. An ALTA survey of the
Golf Course, acceptable as to encroachments by Purchaser, if any.
7
7. THE CLOSING. The date on which the purchase of the
Assets as contemplated by this Agreement shall be consummated is
referred to herein as the "Closing Date," and the transaction by
which Purchaser so acquires title to the Assets is referred to as
the "Closing." Except as otherwise provided herein, the Closing
shall occur by the earlier of August 29, 1997 or
two (2) business days after the later of the satisfaction of the
either Kajima contingency set forth in Section 6(g) above or Orix
contingency set forth in Section 6(h) above;, unless extended in
a writing executed by the Purchaser, provided that such extension
or extensions, in the aggregate do not exceed thirty (30)
calendar days or extended because the contingency related to
either (or both) Kajima set forth in Section 6(g) above or Orix
set forth in Section 6(h) above has (have) not been met. The
Closing shall take place at 9:00 a.m. on the Closing Date at the
office of the Escrow Agent.
a. CERTAIN PAYMENT PRIOR TO CLOSING. On June
30, 1997, Purchaser provided Seller with the sum of $2,000,000 of
the Cash Purchase Price (the "Initial Payment").
b. SELLER'S CLOSING ITEMS. Not less than one
(1) business day prior to the Closing Date, Seller shall deliver
to Escrow Agent the following: (i) a Grant, Bargain and Sale
Deed (the "Deed") conveying title to the Property to Purchaser
subject only to the Permitted Exceptions; (ii) real estate
transfer declarations for state, county and local authorities;
(iii) a commitment for ALTA coverage title insurance in the
amount of $21,250,000.00 and issued through Escrow Agent,
covering the Property and showing title in Seller subject only to
the Permitted Exceptions (iv) appropriate assignments of the
Related Assets (which may include, without limitation, bills of
sale, assignments of the Silver Canyon Rights, the Board
Positions, the Marks and the Contracts, and delivery of the
original Permits or copies thereof, the Warranties, the Records
and the Know-how) all as set forth on Schedule 7 b. attached
hereto and made a part hereof as if fully set forth; (v)
personnel records of Seller's employees who shall be terminated
by Seller prior to the Closing and who will become employees of
Purchaser; and, (vi) such other customary documents as may
reasonably be required by Purchaser in order to consummate the
transactions contemplated by this Agreement. It is agreed that
the real property transfer tax with respect to the Property shall
be based upon the agreed-upon net sales price of the Property of
$6,250,000 and the Seller will execute a ▇▇▇▇▇ County, Nevada
Declaration of Value stating same.
c. PURCHASER'S CLOSING ITEMS. Purchaser shall
deliver to the Escrow Agent not less than one (1) business day
prior to the Closing Date the following: (i) cash in an amount
equal to the Cash Purchase Price less the amount of the Initial
Payment; (ii) the original Note, which Note, at the Closing,
shall each be marked "canceled;" (iii) the original promissory
note evidencing Seller's obligations with respect to the Initial
Payment, which note, at the Closing, shall be marked "canceled;"
(iv) all Closing escrow costs; (v) an express assumption by
Purchaser of Seller's rights, obligations and liabilities under
both the CC&Rs and Golf Course Declaration; (vi) an express
assumption by Purchaser of Seller's rights, obligations and
liabilities under the Orix Agreement and, in the event Orix
refuses to provide Seller with a release of Seller's obligations
under the Orix Agreement at such time, an indemnity from
Purchaser in favor of Seller with respect thereto; (vii) payment
of the closing costs (escrow fees, transfer taxes, title costs,
filing fees); and (viii) such other customary documents as may
reasonably be required by Seller in order to consummate the
transactions contemplated by this Agreement.
8
8. FURTHER ASSURANCES. Seller hereby agrees that it
shall execute and deliver all deeds, bills of sale, conveyances,
and other instruments as may be necessary or appropriate under
the circumstances in order to vest title in Purchaser to the
Assets. Seller shall cooperate with Purchaser in the preparation
and filing of documents of transfer and/or assignment of
licenses, permits and applications in connection with the
Project.
9. PROPERTY-LINE ADJUSTMENT DISCLOSURE. Purchaser is
aware that as of the Closing, there are on-going adjustments with
respect to the property line between the Property and certain
residential lots adjacent thereto. Purchaser hereby agrees to
indemnify and hold Seller harmless in the event any such
adjustments cause the Property to differ from the legal
description thereof set forth on Exhibit "A" hereto.
10. MISCELLANEOUS.
a. GOVERNING LAW. This Agreement shall be
construed by, and construed in accordance with, the laws of the
State of Nevada.
b. BINDING EFFECT. This Agreement shall be
binding upon, and shall inure to the benefit of the parties and
their respective heirs, successors and assigns.
c. COUNTERPARTS. This Agreement may be executed
in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.
d. NOTICES. All notices, requests, demands, and
other communications hereunder shall be in writing, and be deemed
to have been duly given if delivered or mailed, first class
postage prepaid, to the address of the appropriate party as shown
on the signature pages hereof, or such other address as any party
may designate from time to time.
e. NON-WAIVER. No delay or failure by either
party to exercise any right hereunder, and no partial or single
exercise of any such right, shall constitute a waiver of that or
any other right, unless otherwise expressly provided herein.
f. HEADINGS. Headings in this Agreement are for
reference and convenience only and shall not be used to interpret
or construe the provisions of this Agreement.
g. TIME OF ESSENCE. Time is of the essence with
respect to every provision of this Agreement.
h. ENTIRE AGREEMENT; MODIFICATION. This
Agreement supersedes all prior agreements of the parties hereto
with respect to the subject matter hereof, including, without
limitation, that certain Letter of Intent dated March 4, 1997,
and constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof. This Agreement may
not be amended or modified except by an instrument duly executed
by the parties hereto.
9
i. BROKER'S FEES. Neither Purchaser nor seller
has engaged any party, including a licensed real-estate broker to
represent the Purchaser in its purchase or the Seller in its sale
as contemplated under this Agreement and each party represents
and warrants that no other advisor, broker or finder has been
engaged or retained by it for the purpose of assisting in or
arranging the purchase and sale contemplated under this Agreement
(or any part thereof) or is entitled to a fee in connection
therewith and each party, based on the representations and
warranties contained in this item (i) agrees to indemnify defend
and hold harmless the other party for any such claims, which
indemnity shall survive the Closing under this Agreement.
IN WITNESS WHEREOF, Purchaser and Seller have signed ten
(10) originals of this Agreement on the day and year first set
forth above.
"PURCHASER" "SELLER"
Rio Development Company, Inc., a Seven Hills Golf Limited Partnership,
Nevada corporation a Nevada limited partnership
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. By: Three Putt, Inc., a
Nevada corporation, its
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Its, President general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Its Secretary:
10
EXHIBIT A
Legal Description of the Property
Parcel One (1):
Golf Course Parcels Three (3), Four (4) and Five (5) of Lot AA of
Seven Hills Formerly Silver Canyon, as Shown by Map Thereof on
File in Book 73 of Plats, Page 95, in the Office of the County
Recorder of ▇▇▇▇▇ County, Nevada.
Parcel Two (2):
Golf Course Parcels One (1), Two (2), Six (6) and Seven (7) of
Lot BB of Seven Hills Formerly Silver Canyon, as Shown by Map
Thereof of File in Book 73 of Plats, Page 96, in the Office of
the County Recorder of ▇▇▇▇▇ County, Nevada.
Parcel Three (3):
An easement for ingress and egress over, upon and across the
private streets and walkways and use of the common area
facilities for all owners, families and guests as described in
the Master Declaration of Covenants, Conditions, Restrictions and
Reservation of Easements for Seven Hills, recorded October 12,
1995, in Book 951012 as Document No. 00849 of Official Records.
11
EXHIBIT B
List of Contracts
1. Agreement for Use of Reclaimed Water dated October 28,
1992, by and between City of ▇▇▇▇▇▇▇▇▇, Nevada and Cosmo World
of Nevada, Inc.
2. Sewer Access and Maintenance Agreement dated June 13,
1995, by and between City of ▇▇▇▇▇▇▇▇▇ and Silver Canyon
Partnership, d.b.a. Seven Hills.
3. Water Service Contract dated February 6, 1996 by and
between Silver Canyon Partnership and City of ▇▇▇▇▇▇▇▇▇.
4. Effluent Reuse Management Plan, dated February 10,
1995, as included in the Reclaimed Water Management Plan
prepared for Seven Hills and approved by letter dated March 31,
1995 from the Nevada Department of Conservation and Natural
Resources Division of Environmental Protection.
5. Stormwater General Discharge Permit No.
GNV0022241-30533 Seven Hills.
6. Declaration of Easements, Covenants, and Restrictions
(Golf Course Declaration) recorded July 19, 1996 in Book 960719
as Document No. 00118 in the official records of the Recorder
of ▇▇▇▇▇ County, Nevada.
7. Agreement dated _________________ by an between First
Security Leasing Company ("First Security") and SHGLP.
8. Agreement dated _________________ by an between First
Security Leasing Company ("First Security") and SHGLP.
9. Agreement dated _________________ by an between First
Security Leasing Company ("First Security") and SHGLP.
10. Construction Loan Agreement dated July 2, 1996 among
SHGLP and Orix USA Corporation, a Delaware corporation and the
Loan Documents (as such term is defined in the Orix Agreement).
11. The amended contract to complete the golf course at the
Project among SHGLP and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Associates, Inc. commonly
known as MCA Project No. 838-97.
12. The contract among SHGLP and MCA, commonly known as MCA
Project No. 848-97.
13. The contract among SHGLP and MCA to construct the club
house at the Project, commonly known as MCA Project No. 878-97.
12
14. Agreement dated _________________ among SHGLP and Las
Vegas Fertilizer for grow-in materials at the Project.
15. Purchase, Sale and Development Agreement dated May 28,
1996 among Silver Canyon Partnership, a Nevada general
partnership, and Seven Hills Golf Limited Partnership, a Nevada
limited partnerships ("SHGLP").
16. Agreement dated ________________ among First Security
Bank and SHGLP.
TO BE SUBSTITUTED AT CLOSING WITH A REPLACEMENT EXHIBIT,
COMPLETED AS TO ALL BLANK ENTRIES
13
SCHEDULE 1.b.
PERSONAL PROPERTY
TO BE SUBSTITUTED AT CLOSING WITH THE FULL LISTING
14
SCHEDULE 7 (b)
LISTING OF
APPROPRIATE ASSIGNMENTS OF THE RELATED ASSETS
TO BE REPLACED AT CLOSING WITH A COMPLETED SCHEDULE LISTING ALL
ASSIGNMENTS TO BE EXECUTED AT CLOSING, INCLUDING, BUT NOT LIMITED
TO THOSE RELATED TO ITEMS 1 - ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ EXHIBIT "B"
