SAHARA LAS VEGAS CORP. 3221 S. TORREY PINES
Exhibit 10.1
SAHARA LAS VEGAS CORP.
3221 S. TORREY PINES
LAS VEGAS, NEVADA 89146
June 3, 2008
VIA FACSIMILE AND OVERNIGHT MAIL
LVTI LLC
3980 Howard Hughes Parkway, Suite 150
Las Vegas, NV 89169-5905
Attention: Chris Milam
Facsimile Number: (702) ###-###-####
| Re: | Option Agreement, dated as of June 24, 2006 (the “Original Agreement”), by and between Sahara Las Vegas Corp., a Nevada corporation (“Optionor”), and LVTI LLC, a Delaware limited liability company (“Optionee”), as amended by that certain First Amendment to Option Agreement, dated as of September 13, 2006 (the “First Amendment”), as further amended by that certain Second Amendment to Option Agreement, dated as of December 15, 2006 (the “Second Amendment”), as further amended by that certain Third Amendment to Option Agreement, dated as of March 27, 2007 (the “Third Amendment”), as further amended by that certain Fourth Amendment to Option Agreement, dated as of March 30, 2007 (the “Fourth Amendment”), and as further amended by that certain Fifth Amendment to Option Agreement, dated as of June 4, 2007 (the “Fifth Amendment”, and collectively with the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, and the Original Agreement, the “Agreement”) |
Gentlemen:
Reference is made herein to the above-captioned Agreement. Initially capitalized terms used and not otherwise defined herein shall have the respective meanings assigned thereto in the Agreement.
Clause (iii) of Paragraph 2.2 of the Agreement requires that a Carry Option Payment in the amount of $2,866,677.00 shall be paid by Optionee to Optionor on or before June 2, 2008 (the “Required June Payment”). Time is of the essence as to each and every provision of the Agreement.
Optionee failed to make the Required June Payment on or before June 2, 2008 as required by the terms of the Agreement. As such, Optionee has materially breached the terms of the Agreement and is in material default thereunder.
Please be advised that Optionor hereby terminates the Agreement due to the failure of Optionee to make the Required June Payment as and when due in accordance with the Agreement.
Optionor shall retain all Option Payments and other payments and amounts previously made by Optionee under the Agreement as liquidated damages in accordance with Section 2.3 of the Agreement.
This letter shall also serve as notice to the Title Company to immediately record the Termination of Memorandum of Option against the Property in accordance with Section 1.4 of the Agreement.
| Very truly yours, | ||
| SAHARA LAS VEGAS CORP., a Nevada corporation | ||
| By: | /s/ Paul W. Lowden | |
| Paul W. Lowden, President | ||
| cc: | Pillsbury Winthrop Shaw Pittman LLP |
1540 Broadway
New York, NY 10036
Attention: Ronald A. Fleming, Jr.
Facsimile Number: (212) ###-###-####
Kummer, Kaempfer, Bonner, Renshaw & Ferrario
3800 Howard Hughes Parkway, Suite 700
Las Vegas, NV 89109
Attention: Chris Kaempfer
Facsimile Number: (702) ###-###-####
Stewart Title Company of Nevada
3773 Howard Hughes Parkway, Suite 160N
Las Vegas, NV 89109
Attention: Linda Jones, Escrow Officer
Re: Order Number 601181-LJJ
Stewart Title Company of Nevada
376 E. WRM Springs Road
Suite 190
Las Vegas, NV 89119
Attention: Linda Jones, Escrow Officer
Re: Order Number 601181-LJJ
Facsimile Number: (866) ###-###-####
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