SECOND ADDENDUM TO LEASE
This is an addendum to the Lease entered into on November 16, 1993, and
amended by that Addendum to Lease dated June 22, 1994 (hereinafter, the "Amended
Lease") between Xxxxx Xxxxx Xxxxxxx, Jr., and Xxxxxxx Xxxxxx Xxxxxxx
(hereinafter collectively referred to as "Landlord") and Magnolia Lady, Inc., a
Mississippi corporation (hereinafter referred to as "Tenant"). This Second
Addendum to Lease is intended to modify the provisions of the Amended Lease
requiring construction of a second casino on the Leased Property south of
Highway 49 to permit construction of the second casino on the Leased Property
required by the provisions of the Amended Lease north of Highway 49, to increase
the amount which must be paid by Tenant as a penalty if the second casino is not
operational by a date certain, to provide for the penalty to be paid by the
Tenant if either casino is not suitably equipped, and to authorize the Tenant to
construct an R V park and related amenities, all other provisions of the Amended
Lease not specifically changed by this Second Addendum to Lease shall remain in
full force and effect.
SECTION 6
REPRESENTATIONS AND WARRANTIES
Subsection 6.04 is amended to read as follows:
6.04 (a) Tenant covenants and agrees to construct, obtain a license from
the Mississippi Gaming Commission for and place in operation a second gaming
casino with a minimum of 30,000 square feet of actual gaming space on the Leased
Property on or before July 1, 1996. "Actual gaming space" shall be defined as
the total floor space in which gaming is legally conducted under the terms of
the Mississippi Gaming Control Act and the gaming license issued to the Tenant
by the Mississippi Gaming Commission in respect to the second casino.
Notwithstanding anything to the contrary herein contained "actual gaming space"
as that term is used herein shall not include other ancillary facilities such as
restaurants, offices, hotel lobbies or rooms, or hallways leading from the
gaming casino to such ancillary facilities. Tenant covenants and agrees to
equip the second casino during the term of this lease with gaming devices, table
games, cashier cages and change booths, players club facilities, bars and
entertainment facilities are customary in the gaming industry as conducted in
the State of Mississippi.
(b) Tenant convenants and agrees that it will not during the term of
this lease without prior written consent of the Landlord, reduce the number of
gaming devices or table games in the existing casino by more than 25% from the
level existing on the date of execution of this agreement. Landlord and Tenant
acknowledge and agree that upon the date of execution of this agreement the
existing casino contains 846 gaming devices and 31 table games. Default by
Tenant in respect to either this covenant or its covenant in Paragraph (a) of
this subsection to equip the second casino with gaming devices and table games
as is customary in the gaming industry as conducted in the State of Mississippi
shall reinstate the obligation of the Tenant to pay the Landlord the monthly
penalty of $200,000.00 per month as set forth in paragraph (c) below, which
penalty will thereafter continue to be paid until the default under this
covenant or Tenant's covenant under the Paragraph (a) of this subsection to
which reference is made is cured. Said penalty shall be prorated on a daily
basis for a partial month.
(c) Tenant acknowledge that it has paid to Landlord a penalty in the amount
of $150,000.00 per month beginning July 1, 1995, because Tenant failed to open a
second gaming casino having a minimum of 30,000 square feet located on the
Leased Property on Parcel C south of Highway 49 on or before July 1, 1995,
pursuant to Section 6.04 of the Addendum to Lease dated June 22, 1994. Tenant
agrees to continue to pay to Landlord without interruption the penalty in the
amount of $150,000.00 per month until the earlier of 1) the opening of the
second casino or 2) July 1, 1996. If the Tenant does not open casino for
operation by July 1, 1996, Tenant agrees to pay to Landlord a penalty in the
amount of two hundred thousand dollars ($200,000.00) per month beginning July 1,
1996, and continuing until the second casino is open for operation. Once the
second casino is open for operation, the permanent cessation or termination of
operation [as defined in Subsection 15.01 (h)] of either casino located upon the
Leased Property shall at the option of the Tenant either 1) automatically
terminate this lease as to Parcels B and C only, notwithstanding the provisions
of Subsection 15.01 (h) or 2) reinstate the obligation of the Tenant to pay the
Landlord the monthly penalty of $200,000.00 per month, which penalty will
thereafter continue to be paid until a like casino again begins operation.
(d) Landlord hereby authorizes Tenant to construct a recreational vehicle
("R.V.") park on the leased Property, including washrooms, laundry facilities,
and such other amenities which are ordinarily found in first-class R.V. parks.
(e) Nothing contained in this Second Addendum to Lease shall be constructed
as a waiver of any rights or claims which either party may have against the
other arising under any provision of the Amended Lease as it existed prior to
the execution of this agreement, including, but not limited to any rights or
claims arising under Subsection 6.04 as the same was contained in the Addendum
to Lease dated June 22, 1994, and the rights of each party to pursue claims
arising as a result of the purported default in the terms and conditions of
Subsection 6.04 existing prior to the execution and delivery of this Second
Addendum to Lease. Each party shall have a full and absolute right to pursue
such claims as if this Second Addendum to Lease had never been executed and
delivered.
SECTION 20
MEMORANDUM OF LEASE
This Second Lease shall not be recorded. The parties will execute and
record a memorandum of this Second Addendum to lease within ten (10) days of its
execution.
IN WITNESS WHEREOF, the parties hereto have executed this Second Addendum to
Lease effective this 17th day of October, 1995.
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LANDLORD: TENANT:
/s/ Xxxxx Xxxxx Xxxxxxx, Jr MAGNOLIA LADY,
INC
Xxxxx Xxxxx Xxxxxxx, Jr.
/s/ Xxxxxxx Xxxxxx Xxxxxxx
By: /s/ Xxxxxx X. Xxxxxxxx
Xxxxxxx Xxxxxx Xxxxxxx
Xxxxxx X. Xxxxxxxx
ACKNOWLEDGMENT
STATE OF MISSISSIPPI
COUNTY OF COAHOMA
Personally appeared before me, the undersigned authority in and for the
said county and state on this the 7th day of October, 1995 within any
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jurisdiction, the within named Xxxxx Xxxxx Xxxxxxx Jr., who acknowledged that he
executed the above and forgoing instrument.
/s/ Xxxxxxxxx Xxxxx Xxxxxxx
Notary Public
My Commission Expires:
May 4, 1998
STATE OF MISSISSIPPI
COUNTY OF COAHOMA
Personally appeared before me, the undersigned authority in and for the
said county and state on this the 7th day of October , 1995 within any
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jurisdiction, the within named Xxxxxxx Xxxxxx Xxxxxxx, who acknowledged that he
executed the above and forgoing instrument.
/s/ Xxxxxxxxx Xxxxx Xxxxxxx
Notary Public
My Commission Expires:
May 4, 1998
STATE OF NEVADA
COUNTY OF XXXXXX
Personally appeared before me, the undersigned authority in and for the
said county and state on this the 17th day of October, 1995 within any
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jurisdiction, the within named Xxxxxx X. Xxxxxxxx, who acknowledged that he is
President of Magnolia Lady, Inc., a Mississippi corporation, and that for and on
behalf of the said corporation, and is its act and deed he executed the above
and foregoing instrument, after first having been duly authorized by the said
corporation so to do.
/s/ Xxxxx Xxxxxxx Xxxxxxxx
Notary Public
My Commission Expires:
November 30, 1997
