PARENT GUARANTY
PLAYERS INTERNATIONAL, INC., a Nevada corporation ("Players"),
guarantees unconditionally to Riverside Joint Venture (the "Partnership"),
Xxxxxx'x Maryland Heights, LLC ("Landlord"), and any successor of the
Partnership or Landlord or assignee of the Partnership's or Landlord's rights
(collectively and separately the "Benefitted Parties") under that certain Lease
(the "Players' Lease") of even date herewith by and between the Partnership, as
landlord, and Players MH, L.P., a Missouri limited partnership, as tenant,
("Players LP"), the payment of Players LP's obligations under the Players' Lease
(the "Players Guaranteed Obligations"). Landlord is one of the Benefitted
Parties hereunder as Ground Lessor to the Partnership and as assignee of all
Percentage Rent and Substitute Percentage Rent due to the Partnership under the
Players' Lease. Capitalized terms used herein shall have the same definition as
are contained in the Players' Lease, unless otherwise defined herein or the
content requires otherwise.
The amount of this Guaranty shall be limited to the aggregate amount of
all dividends and other distributions or payments (for other than value
received) made by Players LP or any successor tenant under the Players' Lease to
Players and/or any of its Affiliates during the three (3) year period
immediately preceding and for all periods following the occurrence of an Event
of Default under the Players' Lease until the Event of Default is cured or the
Players' Lease is terminated. This Guaranty shall not be deemed satisfied until
all obligations of the tenant under the Players' Lease are satisfied or the
Players' Lease has terminated or the limited amount of this Guaranty is fully
paid.
This Guaranty shall be released, prospectively, and also retroactively
if there is not then an Event of Default under the Players' Lease at such time
as the Benefitted Parties are granted a first priority lien and security
interest in all revenues and personal property, (including Tenant's Property and
Gaming Equipment, subject, however, to Equipment Liens encumbering such Gaming
Equipment) arising from or used in connection with the premises leased pursuant
to the Players' Lease, on terms and conditions substantially the same as those
contained on the form of the amendment to the Players' Lease attached hereto as
Schedule 1.
The Players Guaranteed Obligations may be extended or renewed, and
Players will be bound under this Guaranty notwithstanding any extension,
renewal, or alteration of the Players
Guaranteed Obligations. Players hereby waives presentation of, demand
of, and protest of the Players Guaranteed Obligations and waives notice of
protest for nonpayment. This Guaranty shall not be affected by:
(a) the failure of any party to assert any claim or demand or to
enforce any right or remedy against Players LP under the Players' Lease,
(b) any extension or renewal of any provision of the Players' Lease,
(c) any rescission, waiver, amendment or modification of any of the
terms or provisions of the Players' Lease, or
(d) the failure of any party to exercise any right or remedy against
any other guarantor of any of the Players Guaranteed Obligations.
Players further agrees that this Guaranty constitutes a guarantee of
payment when due and not of collection and waives any right to require that any
resort be had by any party to any of the security held for payment of any of the
Players Guaranteed Obligations or to any balance of any deposit account or
credit on the books of any party in favor of any Person.
The obligations of Players shall not be subject to any reduction,
limitation, impairment or termination for any reason, including, without
limitation, any claim of waiver, release, surrender, alteration or compromise of
any of the Players Guaranteed Obligations, and shall not be subject to any
defense or setoff, counterclaim, recoupment or termination whatsoever by reason
of the invalidity, illegality or unenforceability of any of the Players
Guaranteed Obligations, discharge of Players LP from obligations in a bankruptcy
or similar proceeding or otherwise. Without limiting the generality of the
foregoing, the obligations of Players shall not be discharged or impaired or
otherwise affected by its failure to assert any claim or demand or to enforce
any remedy under the Agreement, by any waiver or modification of any thereof, by
any default, failure or delay, willful or otherwise, in the performance of any
of the Players Guaranteed Obligations, or by any other act or thing or omission
or delay to do any other act or thing which may or might in any manner or to any
extent vary the risk of Players or which would otherwise operate as a discharge
of Players as a matter of law or equity.
Players further agrees that this Guaranty shall continue to be
effective or to be reinstated, as the case may be, if at any time payment, or
any part thereof, of principal of or interest on any Players Guaranteed
Obligations is rescinded or must otherwise be restored by any party upon the
bankruptcy or reorganization of Players or otherwise.
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Upon payment by Players of any sum as provided above so long as any of
the Players Guaranteed Obligations shall remain outstanding hereunder, all
rights of Players against Players LP arising as a result thereof by way of right
of subrogation or otherwise, shall in all respects be subordinated and junior in
right of payment to the prior indefeasible payment in full of all the Players
Guaranteed Obligations.
No delay or omission by the Benefitted Parties to exercise any right
under this Guaranty shall impair any such right, nor shall it be construed to be
a waiver thereof. No amendment, modification, termination or waiver of any
provision of any guarantee, or consent to any departure by Players therefrom,
shall in any event be effective without the written concurrence of the then
landlord under the Players' Lease. No waiver of any single breach of default
under this Guaranty shall be deemed a waiver of any other breach or default.
The Players Guaranteed Obligations may be enforced by either of the
Benefitted Parties, acting separately (in the case of Landlord those obligations
relating to the payment of Percentage Rent or Substitute Percentage Rent),
provided that there shall be no double recovery from Players of any amounts
guaranteed.
PLAYERS INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------
Its: Vice President
-----------------------
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Schedule 1
AMENDMENT TO LEASE AGREEMENT
THIS AMENDMENT TO LEASE AGREEMENT is made this ______ day of
_____________________, by and between RIVERSIDE JOINT VENTURE, a Missouri
general partnership ("Landlord"), and PLAYERS MH, L.P., a Missouri limited
partnership ("Tenant").
BACKGROUND:
A. On ________________, 1995, Landlord and Tenant entered into that
certain Lease Agreement relating to the property in Maryland Heights, Missouri
(the "Lease").
B. Pursuant to Section 28.1 of the Lease, Tenant's parent, Players
International, Inc., a Nevada corporation ("Players"), delivered to Landlord and
Xxxxxx'x Maryland Heights LLC ("Xxxxxx'x"), a certain Parent Guaranty bearing
the same date as the Lease (the "Guaranty").
C. The Guaranty provides by its terms that Players shall be released
therefrom, as provided therein, upon delivery of this Amendment by Tenant.
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby mutually acknowledged, the parties hereto agree as follows:
1. Capitalized terms used in this Amendment, unless otherwise defined
herein, shall have the same meanings given to them in the Lease.
2. Section 28 of the Lease is hereby deleted in its entirety and
replaced in full with the following:
"28. LIEN.
28.1 Landlord's Lien. Tenant hereby grants to Landlord a first
lien on and security interest in the following: (i) all accounts,
accounts receivable
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income, revenues and the like derived from the operation of the
Premises (the "Receivables"); (ii) Tenant's Property (which lien will
be subject to the rights of the holders of any Equipment Liens); and
(iii) any and all escrow accounts required to be established by Tenant
for Landlord's benefit under the terms of this Lease (the "Escrow
Accounts"). Such lien shall secure the payment of monies due under this
Lease and the performance of the agreements of this Lease by Tenant,
and may be enforced after an Event of Default, by attachment pursuant
to Missouri law applicable to landlords or pursuant to Article 9 of the
Missouri Uniform Commercial Code (the "UCC"). Tenant has executed and
delivered herewith or it will do so without demand at the first
practicable date that such instruments may be effectively filed,
financing statements for purposes of perfecting this lien. Tenant shall
also establish the Escrow Accounts as prescribed by Landlord in order
to fully perfect Landlord's lien thereon."
3. The Lease is hereby amended by adding thereto a new Section 29.7, as
follows:
"29.7 Remedies. Upon an Event of Default, Landlord (i) shall
be entitled under the UCC to all of Tenant's Receivables and proceeds
thereof, including the immediate right to receive payment and the right
to immediate payment of the balance of the Escrow Accounts to Landlord;
and (ii) may enter the Premises and take possession or assert its
rights, under this Section, to such portion of the Premises and
Tenant's Property as Landlord may elect, including Tenant's rights
under the Gaming Equipment leases (subject to the rights of the holders
of the Equipment Liens) (the "UCC Elected Property"). If at the end of
ten (10) days, Tenant shall not have fulfilled its obligations under
this Lease, then Landlord, at Landlord's option, may proceed to sell
all or part of the UCC Elected Property, at a public or private sale,
pursuant to the provisions of the UCC, applying the proceeds first to
the cost and expense of such sale, storage fees and the cost of
preparation of such property for sale and then to the satisfaction of
Tenant's obligations to Landlord under this Lease."
4. The parenthetical contained in the first sentence of Section 30.1
shall be restated as follows:
"(other than (i) the portion of any signs bearing any "Players" xxxx,
which Tenant may remove; (ii) the Tenant's Property that is not affixed
to the Premises; and (iii) Gaming Equipment; provided that any such
Tenant's Property or Gaming Equipment that is subject to the lien
granted to Landlord pursuant to Section 28 or the option of Landlord to
assume same as provided below shall remain subject to that lien until
Tenant has paid monies due under this Lease and performed the
agreements of Tenant under this Lease or such option to assume)"
5. Except as amended hereby, the Lease remains unmodified and in full
force and effect.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment to
lease Agreement the day and year first above written.
"Landlord"
RIVERSIDE JOINT VENTURE
BY: PLAYERS MH, L.P., General Partner
BY: PLAYERS MARYLAND
HEIGHTS, INC., Its General
Partner
ATTEST:
_____________________ By: _____________________
Its: _____________________
BY: XXXXXX'X MARYLAND HEIGHTS
CORPORATION, General Partner
ATTEST:
By: ______________________________
_____________________ Its: ______________________________
"Tenant"
PLAYERS MH, L.P.
BY: PLAYERS MARYLAND
HEIGHTS, INC., Its General
Partner
ATTEST:
By: _____________________
_____________________ Its: _____________________
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