EXHIBIT 10.20
-52-
GROUND LEASE
THIS LEASE made and entered into this 22nd day of October,
1996, by and between the 3600 Michigan Company Ltd. ("Lessor")
and SHOWBOAT MARINA CASINO PARTNERSHIP, an Indiana Partnership
("Lessee").
ARTICLE I
(LEASED PREMISES)
Lessor, for and consideration of the rents to be paid and
the agreements and obligations herein contained on the part of
the Lessee to be observed and performed hereby leases to Lessee
and Lessee hereby leases from Lessor that real estate described
on Exhibit "A" attached hereto and made a part hereof (the
"leased premises").
The "leased premises" is further described as being a ground
lease, which includes some improved parking/street areas, some
fencing, and some existing (minimal) site lighting, and it
includes the occupancy of one (l) building, all of which is
identified on Exhibit "A"; It does not include other buildings
that may be on the "leased premises" not identified as included
in the leased premises".
During the first two (2) years of the initial term of this
Lease, Lessee, at its option, may lease additional areas within
the area identified on Exhibit B, as provided in Article VII C.
herein.
ARTICLE II
(TERM)
The initial term of this Lease shall be for a period of
three (3) years commencing on the 1st day of November, 1996, and
terminating on the 31st day of October, 1999, unless sooner
terminated or extended as hereinafter provided.
ARTICLE III
(RENT)
Lessee shall pay to Lessor a rental payment in the amount of
$771.88 per acre (ground lease) per month plus $2.00 per square
foot per year for any building occupied by Tenant, as Lessee and
Lessor may agree. Said rental payment shall be paid as follows:
$9,262.56 upon execution of this Ground Lease, and, $4,631.28
each month beginning December 1, 1996, and on the 1st day of each
month thereafter, during the term.
Said monthly rental payment of $771.88 per acre includes the
amount of $171.88 which is the amount required to reimburse
Lessor on a monthly basis for the current real estate taxes per
acre assessed against the Leased Premises.
On May 1st of each year during the term of this Agreement,
the monthly rental payments per acre shall be increased or
decreased by such amounts as are equal to the increase or
decrease in real estate taxes per acre then assessed against the
Leased Premises.
ARTICLE IV
(USE)
Lessee shall use the leased premises for employee parking in
conjunction with its casino facility in East Chicago, Indiana,
which use may include employee parking, bus staging area,
employee waiting facility (i.e. trailers if the Lab Building is
not suitable for such use) and security facilities.
Lessor makes no representations or warranties concerning the
conditions, including soil conditions, on the Leased Premises or
the availability of sanitary sewers or other utilities.
Lessee has visually inspected the premises and
accepts said Leased Premises in an "as is"
condition, latent defects and environmental matters
accepted. Provided Lessee does not remove any
debris or soil from the Leased Premises. Lessee's environmental
liability shall be limited to such environmental defects
resulting from or relating to Lessee's use of the leased
premises, from which defects Lessee shall indemnify and hold
Lessor harmless.
Lessee shall only use the premises in a lawful manner, and,
any and all repairs, alterations, and improvements required for
compliance with the Lessee's lawful use of the premises shall be
made at Lessee's sole expense.
ARTICLE V
(INSURANCE)
Lessee shall procure and maintain general public liability
insurance against claims for personal injury, death or property
damage occurring in or about the leased premises in amounts and
with insurance carriers acceptable to the Lessor. All such
policies of insurance shall name Lessor as an additional insured
and shall be in an amount of not less than $4,000,000.00
aggregate.
Lessee covenants and agrees to indemnify and save harmless
the Lessor against any and all claims, demands or obligations
which may be made against Lessor arising out of or by reason of
the tenancy created hereby, except claims based on Lessor's
negligence.
ARTICLE VI
(MAINTENANCE)
Lessee, at its expense, shall keep and maintain the leased
premises and the improvements thereon in good, sitely, and safe
condition. Lessee shall keep that part of the leased premises
used for parking, vehicular traffic and walkways clean and free
from snow, ice, rubbish and obstructions of any walkways.
Lessee, at its expense, has the authority to make
initial repairs and improvements to the leased premises
to facilitate its use as an employee parking
area and bus staging area, which repairs and
improvements shall include grading and paving, repairs to and
installation of fencing, repairs to and installation of lighting,
installation of security facilities, and repairs and improvements
to leased buildings. Once the initial improvements are made,
Lessee may not make substantial alterations or improvement to the
Leased Premises without the prior written consent of Lessor,
which consent shall not be unreasonably withheld.
ARTICLE VII
(OPTIONS)
A. Lessee shall have the right to extend this Lease for
two (2) additional terms of five (5) years each under the
following conditions, to-wit:
a. Notice of Lessee's intent to exercise each of the
options provided herein shall be given in writing
at least 60 days prior to expiration of the
current term;
b. The rental payments during any extension term (the
5 year options to extend) shall be not less than
the rental payments of the previous term plus a
percentage increase equal to the percentage
increase in the Consumer Price Index at the
beginning of each term.
B. If at any time during the Term of this Lease, or any
Extensions thereof, Lessor decides to sell the Leased
Premises, Lessee shall have the right of first refusal
to purchase said Leased Premises. In the event Lessor
receives a bona fide offer to purchase the Leased
Premises, Lessee shall have fourteen (14) days from
notice of said bona fide offer to enter into a written
contract with Lessor to purchase the Leased Premises
under identical terms of the bona fide offer. Failure
to timely act will void Lessee's right to purchase.
C. During the first two (2) years of the initial term,
Lessee shall have the option to lease additional
premises from Lessor, within the area identified on
Exhibit B attached hereto, and add such additional
premises to this Lease. Failure of Lessee to exercise
this option to lease additional premises within ten
(10) days after notice from Lessor of Lessor's intent
to sell such additional premises to a third party shall
void this option to lease additional premises.
D. The terms, conditions and covenants set out in
subparagraph B and C above shall not apply to any
presently existing options to buy or option to lease
the Leased Premises or any Additional Leased Premises,
provided however that the exercise of existing options
and sale pursuant thereto shall be subject to the
terms, conditions and covenants of this Ground Lease,
including subparagraphs B and C above.
ARTICLE VIII
The parties understand and agree that the relationship
between them is that of a Lessor and Lessee and that this Lease
is an absolute net Lease to Lessor.
For purposes of any notice that may be required or
appropriate under the terms of this Lease, such notices shall be
directed as follows or as the parties may designate in writing:
LESSOR: 3600 Michigan Company Ltd.
0000 Xxxx Xxxx
Xxxxxxx, XX 00000
LESSEE: Showboat Marina Casino Partnership
X.X. Xxx 000
Xxxx Xxxxxxx, XX 00000
ARTICLE IX
(PAYMENT OF TAXES)
Lessee shall be responsible for and shall timely pay all
PERSONAL property taxes, if any, assessed because of and during
their use and occupancy of the Leased Premises.
Said Lessor is being reimbursed by Lessee on a monthly basis
for real estate taxes, Lessor shall be responsible for and shall
timely pay all real estate taxes assessed against the Leased
Premises.
ARTICLE X
(COMPLIANCE WITH INDIANA GAMING STATUTE AND THE COMMISSION'S
RULES.) Lessor does now hereby agree to acquaint themselves with
and fully comply with the requirements, terms, conditions,
prohibitions and obligations of the Indiana Gaming Statute and
the Rules of the Indiana Gaming Commission as they may apply to
them.
Lessor is fully aware and acknowledges that: The Indiana
Gaming Commission reserves the right to disapprove and cancel any
contract or transaction that does not comply with the Indiana
Gaming Statute or the Commission's rules or that does not
maintain the integrity of the industry.
Lessor will fully cooperate with and voluntarily comply with
all requests and inquires from the Indiana Gaming Commission or
its staff that relate, directly or indirectly, to this Agreement.
This Lease may be disapproved or canceled by the Indiana
Gaming Commission.
ARTICLE XI
Lessee covenants and agrees that if anytime the Lessor is
required to enforce this Lease whether or not litigation is
actually commenced or to defend or be a party to any action
arising out of the facts connected with or caused by reason of
this Lease or for the occupancy of the leased premises by the
Lessee, the Lessee will pay the Lessor all court costs and
reasonable attorney fees and expenses expended by Lessor in such
action or in enforcing the terms of this Lease.
LESSOR: 3600 MICHIGAN COMPANY, LTD.
0000 Xxxx Xxxx
Xxxxxxx, XX 00000
By: /s/ Xxxxx X. Xxxxxxxxxx
Xxxxx X. Xxxxxxxxxx, Manager
LESSEE: SHOWBOAT MARINA CASINO PARTNERSHIP,
an Indiana Partnership
By: /s/ J. Xxxxx Xxxxxxx
J. Xxxxx Xxxxxxx, authorized
signator
EXHIBIT A
XXXXXXXXXX STEEL SITE
(PLAT MAP OF SITE CANNOT BE REPRESENTED IN AN XXXXX FORMAT)
EXHIBIT B
OPTION AREA
(PLAT MAP OF SITE CANNOT BE REPRESENTED IN AN XXXXX FORMAT)
November 29, 1996
Xx. Xxxxx X. Xxxxxxxxxx, Xx.
Xxxxxxxxxx Steel Co.
00000 Xxxxxxx Xxxx. Xxxxx 000
Xxxxxxxxx, Xxxx 00000
SUBJECT: Ground Lease with Showboat Mardi Gras Casino, East
Chicago, IN
Dear Xxx,
This letter is to inform you that Showboat Mardi Gras Casino,
(SMGC), has elected to extend it's ground lease area to include
approximately 7.30 acres in lieu of the 6.0 acres referenced in
the original ground lease, dated October 22, 1996. The new
monthly rental rate shall be $5,634.72 per month, (7.30 X
$771.88), and subject to the terms of the lease.
I've attached two copies of the revised lease plan which reflect
the total area which SMGC plans occupy during the term of the
lease, subject to it's rights to expand the lease area up to
approximately 12 acres, (as shown on Exhibit B to the lease).
Please initial one copy of the revised lease plan and return to
me for my records.
Should you have any questions or comments do not hesitate to
contact me.
Sincerely,
/s/ Xxxxxx X. Xxxxxxxxxxx
Xxxxxx X. Xxxxxxxxxxx
Project Manager
CC: Xxxxx Xxxxxxx, SMGC
Xxx X'Xxxxx, SMGC
Xxxxx Xxxxx, SMGC
Xxxxxxx Xxxxxxx, Xxxxxxx and Associates
