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January 2, 2001
Fiesta Hotel Corporation
Joe G. Maloof & Co., Inc.
2400 North Rancho Drive
North Las Vegas, Nevada 89130
Attention: George J. Maloof
Gentlemen:
Reference is hereby made to that certain Asset Purchase Agreement dated as
of July 19, 2000 (the "Purchase Agreement") by and among Station Casinos, Inc.,
a Nevada corporation ("Purchaser"), Fiesta Hotel Corporation, a Nevada
corporation ("Seller"), Los Pueblos, Inc. ("Los Pueblos"), and Joe G. Maloof &
Co., Inc. ("Parent"). Seller has succeeded to the interests of Los Pueblos by
merger. Capitalized terms used herein without definition shall have the meanings
ascribed thereto in the Purchase Agreement.
Purchaser, Seller and Parent hereby agree that the Purchase Agreement is
amended to clarify the following matters:
1. The Purchase Price shall be $170,000,000, subject to adjustment as
provided in Section 1.03 of the Purchase Agreement.
2. Each of Purchaser, Seller and Parent hereby agrees that the claims made
by Grupos Posadas, S.A. de C.V., Posadas de Mexico, S.A. de C.V. and
Hoteles Fiesta Americana S.A. de C.V. with respect to the Fiesta
tradename that constitutes Intellectual Property do not constitute a
breach of the representations and warranties of Parent, Seller and/or
Los Pueblos made in the Purchase Agreement nor do such claims result in
an inability to convey title as required by the Purchase Agreement.
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Fiesta Hotel Corporation
Joe G. Maloof & Co., Inc.
January 2, 2001
Page Two
3. Each of Purchaser, Seller and Parent hereby agrees that the financial
performance of Seller described in that certain Milbank, Tweed, Hadley
& McCloy LLP correspondence dated December 22, 2000 and December 29,
2000 does not constitute a material adverse change, or an event or
development which, individually or together with other such events,
could be reasonably expected to result in a material adverse change, in
the Condition of the Business.
4. Each of Purchaser, Seller and Parent hereby agrees that (a) Accounts
Payable shall not constitute an Assumed Liability, but rather shall
constitute a Retained Liability and (b) Accounts Payable shall not be
included in the calculation of Net Current Assets.
5. Each of Purchaser, Seller and Parent hereby agrees that it will continue
to negotiate in good faith to determine the allocation of the
consideration paid by Purchaser for the Assets for a period of 30 days
following the Closing Date and to determine the prorations made
pursuant to Section 1.07 of the Purchase Agreement within 60 days
following the Closing Date.
Purchaser hereby acknowledges and agrees that Los Pueblos may merge with
and into Seller prior to the consummation of the transactions contemplated by
the Purchase Agreement. Seller and Parent hereby represent and warrant that the
only Assets other than Excluded Assets held by Los Pueblos prior to the merger
with and into Seller were the Improvements to the Real Property.
Each of Purchaser, Seller and Parent hereby acknowledges and agrees that
"base stock" shall not be included in Inventory for purposes of the pre-closing
estimated balance sheet and the calculation of Net Current Assets prepared
pursuant to the Purchase Agreement.
Seller and Parent hereby acknowledge that pursuant to Section 1.01(b)(vii)
of the Purchase Agreement Purchaser has elected to acquire all of Seller's
gaming chips and tokens and assume the liabilities with respect to such chips or
tokens that are in circulation.
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Fiesta Hotel Corporation
Joe G. Maloof & Co., Inc.
January 2, 2001
Page Three
Please acknowledge your agreement with the foregoing by executing a
counterpart of this letter and returning it to Station Casinos, Inc.
STATION CASINOS, INC.
By: /s/ Glenn C. Christenson
Its: Executive Vice President
FIESTA STATION, INC.
By: /s/ Glenn C. Christenson
Its: Senior Vice President
FIESTA STATION HOLDINGS, LLC
By: /s/ Glenn C. Christenson
Its: Manager
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Fiesta Hotel Corporation
Joe G. Maloof & Co., Inc.
January 2, 2001
Page Four
Acknowledged and Agreed this
2nd day of January 2001.
Fiesta Hotel Corporation
By: /s/ George J. Maloof
Its: President
Joe G. Maloof & Co., Inc.
By: /s/ George J. Maloof
Its: Executive Vice President
