EXHIBIT 10.4
SECOND AMENDMENT TO LEASE
(WITH OPTION)
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This Second Amendment to Lease (With Option) ("Agreement") is effective
as of the 1st day of April, 1999 (the "Effective Date"), by and between PALACE
STATION HOTEL & CASINO, INC., a Nevada corporation or its designee (hereinafter
"Optionee" or "Tenant") and RICHFIELD DEVELOPMENT CO., a California
corporation(hereinafter, "Optionor" or "Landlord") based upon the following
recitals:
A. Optionor and Optionee entered into that certain First
Amendment to Lease (With Option) dated April 1, 1999 (the
"First Amendment").
B. Optionor and Optionee desire to amend the First Amendment as
described herein.
NOW, THEREFORE, in consideration of the terms, covenants, conditions
and provisions hereinafter set forth and other good and valuable consideration,
the parties hereby agree to amend and modify the First Amendment to the limited
extent set forth herein. Any capitalized terms used in this Agreement not
otherwise defined herein shall be defined as set forth in the First Amendment.
1. The following is inserted as Section II(A)(5) of the First Amendment:
5. Assignment Separate from Lease. Optionor and Optionee
agree, for the express benefit of Optionee's
leasehold mortgagees, (a) that the Option is not
assignable separate from an assignment of the Lease,
(b) that any successor tenant who acquires Optionee's
right, title and interest in and to the Lease shall
automatically and concurrently succeed to Optionee's
right, title and interest in and to the Option, and
(c) that any attempted assignment of the Option
separate from the Lease shall be void.
2. Section X of the First Amendment is hereby deleted and replaced with
the following:
X. LANDLORD'S RIGHT TO ENCUMBER. Notwithstanding any
provision of the Lease to the contrary, Landlord
shall have the right from time-to-time, to pledge,
mortgage or encumber its interest in the Lease or
assign its interest in the Rental amounts due
thereunder without the prior consent of Tenant;
provided, however, that if and when Landlord makes
such assignment, pledge, mortgage or encumbrance, any
such lender shall agree that Tenant's quiet
possession and enjoyment of the Demised Premises will
not be disturbed as a result of such assignment,
pledge, mortgage or encumbrance or
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for any reason related thereto (provided that this
sentence shall not be construed as a waiver of any
right that any purchaser by foreclosure or deed in
lieu thereof may have, as the landlord under the
Lease, to terminate the Lease or exercise other
available remedies with respect to a default by
Tenant thereunder, subject to all applicable Lease
provisions) and that said assignment, pledge,
mortgage or encumbrance shall be subordinate to
the Option in favor of Optionee. In the event of
such assignment, pledge, mortgage or encumbrance,
Landlord shall provide Tenant with a copy of the
documents evidencing such action prior to the
effective date thereof.
3. All terms and provisions of the First Amendment, other than as set
forth above, shall remain in full force and effect in their entirety.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above-written
"Optionor"
RICHFIELD DEVELOPMENT, CO.,
a California corporation
By: /s/ XXX XXXX, VICE - PRES.
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Name: Xxx Xxxx
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Title: Vice - Pres.
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Date:
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"Optionee"
PALACE STATION HOTEL & CASINO, INC.,
a Nevada corporation
By: XXXXX X XXXXXXX
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Name: Xxxxx X Xxxxxxx
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Title: Secretary
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Date:
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Bank of America, N.A., as Collateral Agent ("Beneficiary"), as the leasehold
mortgagee with respect to the above-referenced Leases, hereby consents to the
First Amendment and this Agreement and agrees that a successor to Tenant
pursuant to a foreclosure of Beneficiary's deed of trust (or transfer by deed in
lieu thereof) shall
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be bound by such amendments (and shall also, as more particularly described
in such deed of trust, succeed to Tenant's right, title and interest in and
to the Option).
BANK OF AMERICA, N.A., as Collateral Agent
By: /s/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx
Vice President, Agency Specialist
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