FOURTH AMENDMENT TO OPTION AGREEMENT
Exhibit 10.2
FOURTH AMENDMENT TO OPTION AGREEMENT
THIS FOURTH AMENDMENT (this Fourth Amendment) is made as of March 30, 2007, by and between SAHARA LAS VEGAS CORP., a Nevada corporation (Optionor), and LVTI LLC, a Delaware limited liability company (Optionee).
RECITALS
Whereas, Optionor and Optionee entered into that certain Option Agreement, dated as of June 24, 2006 (the Original Agreement);
Whereas Optionor and Optionee entered into that certain First Amendment to Option Agreement, dated as of September 13, 2006 (the First Amendment);
Whereas Optionor and Optionee entered into that certain Second Amendment to Option Agreement, dated as of December 15, 2006 (the Second Amendment);
Whereas Optionor and Optionee into that certain Third Amendment to Option Agreement, dated as of March 27, 2007 (the Third Amendment and collectively with the First Amendment, the Second Amendment and the Original Agreement, the Agreement); and
Whereas, Optionor and Optionee now wish to amend the Agreement as provided below in this Fourth Amendment;
WITNESSETH:
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to amend the Agreement as follows:
1. Clause (ii) of Paragraph 2.2 of the Agreement is hereby amended by adding, after the words and (c) the Purchase Price (as such term is defined in Paragraph 2.1 of this Agreement) shall be increased as more specifically set forth in Paragraph 2.1 of this Agreement, the following words:
; provided, further, that if Optionee makes the April 2, 2007 payment described in clause (a) above in the manner required in such clause, and Optionee makes payment of the Second Deposit on or before 5:00 pm (Pacific Daylight Time) on April 3, 2007 (the April SD Date), then (x) Optionee shall have no obligation to make the May 1 Payment and (y) the Purchase Price shall not be increased, as more specifically set forth in Paragraph 2.1 of this Agreement
2. The first sentence in Paragraph 2.1 of the Agreement is amended by adding, after the words then the Purchase Price shall be increased to Four Hundred Seventy-Five Million Dollars ($475,000,000.00) subject to any adjustments as set forth in this Agreement, the following words:
; provided, further, that if Optionee makes the April 2, 2007 payment of Two Hundred Fifty Thousand Dollars ($250,000.00) as described in clause (ii) of Paragraph 2.2 of this Agreement, and Optionee pays the Second Deposit on the April SD Date (as such term is defined in clause (ii) of Paragraph 2.2 of this Agreement), then the Purchase Price shall not be increased to Four Hundred Seventy-Five Million Dollars ($475,000,000.00), but shall remain Four Hundred Fifty Million Dollars ($450,000,000.00) subject to any adjustments as set forth in this Agreement.
3. Except as amended hereby, the Agreement is unchanged and as amended hereby the Agreement shall remain in full force and effect.
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IN WITNESS WHEREFORE, the parties hereto have executed this Fourth Amendment as of the date first hereinabove written.
OPTIONOR: | OPTIONEE: | |||||
SAHARA LAS VEGAS CORP. a Nevada Corporation | LVTI LLC, a Delaware limited liability company | |||||
By: |
| By: | MLVT LLC, | |||
Name:
Title: |
| a Delaware limited liability company its Sole Member
| ||||
By: | /s/ Christopher Milam | |||||
Name: | Christopher Milam | |||||
Title: | its Managing Member |
GUARANTY
The undersigned hereby guarantees the performance of the obligations of Optionor under the Agreement as amended by the foregoing Fourth Amendment
GUARANTOR: | ||
ARCHON CORPORATION, a Nevada Corporation | ||
By: |
| |
Name: |
| |
Title |
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