Exhibit 10.2
FIRST AMENDMENT dated as of February 28, 2001 (this
"Amendment"), to the Purchase Agreement dated as of October 30, 2000 (the
"Purchase Agreement"), among COLONY RIH ACQUISITIONS, INC., a Delaware
corporation, SUN INTERNATIONAL NORTH AMERICA, INC., a Delaware corporation, and
GGRI, INC., a Delaware corporation. Each capitalized term used and not otherwise
defined herein shall have the meaning assigned to such term in the Purchase
Agreement.
A. Pursuant to the Purchase Agreement, Buyer has agreed to
purchase (i) all of the outstanding shares of capital stock of RIH from Seller
and (ii) the Warehouse Assets and all of the outstanding shares of capital stock
of New Pier from Parent.
B. Buyer, Parent and Seller seek to amend the Purchase
Agreement as set forth herein.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Amendments to the Purchase Agreement.
(a) The following definition is hereby added to Section 1.1 of
the Purchase Agreement in appropriate alphabetical position:
"Note": has the meaning set forth in Section 3.2.
(b) Section 3.2 of the Purchase Agreement is hereby amended
and restated in its entirety to read as follows:
Section 3.2 Purchase Price. On the terms and
subject to the conditions set forth in this Agreement, Buyer shall pay
to Seller and Parent at the Closing an aggregate purchase price of
$140,000,000 plus interest thereon at 6% per annum from and including
September 30, 2000 to but excluding the Closing Date (the "Purchase
Price"). The Purchase Price shall be payable at Closing (i) by delivery
of a promissory note of the Buyer payable to Parent in the initial
principal amount of $17,500,000 (the "Note"), with such terms to be
mutually agreed upon by the parties and (ii) by wire transfer of
immediately available funds to Seller in an amount equal to the
difference between the Purchase Price and the principal amount of the
Note. At Parent's election, the Note may be issued to an Affiliate of
Parent, subject to regulatory approval and provided that such election
does not delay the Closing.
(c) Section 3.3 of the Purchase Agreement is hereby amended
and restated in its entirety to read as follows:
Section 3.3 Payment of Purchase Price. The cash
portion of the Purchase Price shall be delivered to Seller in
immediately available funds on the Closing Date to a United States bank
account designated by Seller in writing at least three Business Days
prior to the scheduled date of payment in immediately available U.S.
funds.
(d) Sections 5.7 and 6.2(h) of the Purchase Agreement are
hereby amended by deleting all references to the number "$45,000,000" and
replacing such references with the number "$42,500,000".
Section 2. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO THE CHOICE OF LAW PROVISIONS THEREOF.
Section 3. Headings. The headings of this Amendment are for
purposes of convenience only and shall affect the meaning or interpretation of
this Amendment.
Section 4. Counterparts. This Amendment may be executed
(including by facsimile transmission) with counterpart signature pages or in
several counterparts, each of which shall be deemed an original and all of which
shall together constitute one and the same instrument.
Section 5. Effect of Amendment. Except as expressly amended by
this Amendment, the Purchase Agreement shall remain in full force and effect as
the same was in effect immediately prior to the effectiveness of this Amendment.
All references in the Purchase Agreement to "this Agreement" shall be deemed to
refer to the Purchase Agreement as amended by this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
day and year first above written.
SUN INTERNATIONAL NORTH AMERICA, INC.,
as Parent,
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President and Corporate
Counsel
GGRI, INC.,
as Seller
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President and Secretary
COLONY RIH ACQUISITIONS, INC.,
as Buyer
By: /s/ Xxxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
[Signature Page]
