FIRST AMENDMENT TO LEASE AGREEMENT
__________________________________
This First Amendment to Lease Agreement dated this 31st day of July, 1996,
by and between President Riverboat Casino-Philadelphia, Inc., a Pennsylvania
corporation ("Tenant"), and Liberty Landing Associates, a Pennsylvania general
partnership ("Landlord").
WITNESSETH:
WHEREAS, Landlord and Tenant have entered into that certain Lease Agreement
dated December 14, 1993 (the "Lease Agreement"), which Lease Agreement sets
forth the terms and conditions of Tenant's leasing of Landlord's real property
situate in Philadelphia, Pennsylvania (said real property being more fully
described in Exhibit "A" attached hereto and made a part hereof, and said real
property being hereinafter called the "Premises"); and
WHEREAS, the "Preliminary Term" of the Lease Agreement is currently in
effect, and the Preliminary Term will, by the current terms of the Lease
Agreement, expire at midnight on December 31, 1996; and
WHEREAS, Landlord and Tenant desire to extend the "Preliminary Term"
of the Lease Agreement for a period of up to a maximum of three (3) years
commencing on January 1, 1997 and terminating on December 31, 1999, in
accordance with the terms and conditions as hereinafter set forth; and
WHEREAS, Landlord (as Optionor) and Tenant (as Optionee) are concurrently
herewith entering into an Option Agreement dated of even date herewith (the
"Option Agreement"), which Option Agreement (i) grants to Tenant (as Optionee)
the right to amend the Lease Agreement such that the terms and conditions of
the Second Amendment to Lease Agreement shall be effective upon Tenant's
exercise of the Option Agreement; and (ii) is for an initial term commencing
on the date hereof and expiring on December 1, 1999, provided that such option
Term has been continued by Tenant (as Optionee) in accordance with the terms
of Paragraph 5 of the Option Agreement. Pursuant to the terms of the Option
Agreement, if Tenant (as Optionee) exercises its option to amend the Lease
Agreement, then the Second Amendment to Lease Agreement (as agreed to by
Landlord and Tenant as of the date hereof) shall thereafter be effective to
amend, restate, supersede and replace the terms and conditions of the Lease
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Agreement and the terms and conditions of this First Amendment to Lease
Agreement.
NOW, THEREFORE, in consideration of the Landlord (as Optionor) and the
Tenant (as Optionee) entering into the Option Agreement and the consideration
and payments referenced therein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound hereby, covenant and agree as follows:
1. Unless otherwise specifically noted herein, all capitalized terms not
defined herein shall have the same definition and meaning as under the
Lease Agreement.
2. The Tenant shall have the right to continue the Preliminary Term of the
Lease Agreement for up to a maximum of five (5) successive additional
periods as hereinafter described. The Tenant's continuation of the
Preliminary Term shall be made concurrently with the Tenant's (as
Optionee) exercise of its right to continue the Term (as defined in the
Option Agreement) of the Option (as defined in the Option Agreement) in
accordance with the terms of Paragraph 5 of the Option Agreement. If
Tenant does not exercise its right to continue the Preliminary Term of
the Lease Agreement through the "First Preliminary Term Extension" (as
hereinafter defined), then the Preliminary Term of the Lease Agreement
shall expire on December 31, 1996. In order to continue the Preliminary
Term of the Lease Agreement for the First Preliminary Term Extension (as
hereinafter defined), Tenant must exercise its right to continue the
Preliminary Term for the First Preliminary Term Extension, in writing, on
or before December 1, 1996.
a. The first of such continuations of the Preliminary Term beyond the
December 31, 1996 termination date of the Lease Agreement shall be a
continuation of the Preliminary Term for a period of one (1) year commencing
on January 1, 1997 and expiring on December 31, 1997 (the "First Preliminary
Term Extension"). If Tenant elects to exercise its right to continue the
Preliminary Term for the First Preliminary Term Extension, such continuation
by Tenant must occur on or before December 1, 1996.
b. The second of such continuations of the Preliminary Term shall be
a continuation of the Preliminary Term for a period of six (6) months
commencing upon the expiration of the First Preliminary Term Extension (the
"Second Preliminary Term Extension"). In order to continue the Preliminary
Term for the Second Preliminary Term Extension, Tenant must exercise the
continuation of the Preliminary Term for the Second Preliminary Term
Extension, in writing, no later than thirty (30) days prior to the expiration
of the First Preliminary Term Extension.
c. The third of such continuations of the Preliminary Term shall be a
continuation of the Preliminary Term for a period of six (6) months commencing
upon the expiration of the Second Preliminary Terms Extension (the "Third
Preliminary Term Extension"). In order to continue the Preliminary Term for
the Third Preliminary Term Extension, Tenant must exercise the continuation of
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the Preliminary Term for the Third Preliminary Term Extension, in writing, no
later than thirty (30) days prior to the expiration of the Second Preliminary
Term Extension.
d. The fourth of such continuations of the Preliminary Term shall be
a continuation of the Preliminary Term for a period of six (6) months
commencing upon the expiration of the Third Preliminary Term Extension (the
"Fourth Preliminary Term Extension"). In order to continue the Preliminary
Term for the Fourth Preliminary Term Extension, Tenant must exercise the
continuation of the Preliminary Term for the Fourth Preliminary Term
Extension, in writing, no later than thirty (30) days prior to the expiration
of the Third Preliminary Term Extension.
e. The fifth of such continuations of the Preliminary Term shall be a
continuation of the Preliminary Term for a period of six (6) months commencing
upon the expiration of the Fourth Preliminary Term Extension (the "Fifth
Preliminary Term Extension"). In order to continue the Preliminary Term for
the Fifth Preliminary Term Extension, Tenant must exercise the continuation of
the Preliminary Term for the Fifth Preliminary Term Extension, in writing, no
later than thirty (30) days prior to the expiration of the Fourth Preliminary
Term Extension.
f. The First Preliminary Term Extension, the Second Preliminary Term
Extension, the Third Preliminary Term Extension, the Fourth Preliminary Term
Extension, and the Fifth Preliminary Term Extension are collectively called
the "Preliminary Term Extension Periods".
g. Notwithstanding any provision to the contrary set forth elsewhere
in the Lease Agreement, Tenant shall not be deemed to have failed timely to
have given notice to Landlord with respect to Tenant's continuation of the
Preliminary Term of the Lease for any of the Preliminary Term Extension
Periods unless Landlord shall have given to Tenant written notice ("Reminder
Notice") that the last date by which Tenant is permitted to give to Landlord a
notice to continue the Preliminary Term of the Lease for the next of the
Preliminary Term Extension Periods has passed without such notice having been
given, and unless Tenant thereafter fails to give to Landlord the notice of
the continuation of the Preliminary Term of the Lease for the next of the
Preliminary Term Extension Periods within ten (10) days after the date on
which Landlord has given the Reminder Notice to Tenant.
3. The Tenant's right to continue the Preliminary Term as set forth in
Paragraph 2 hereinabove may be exercised by Tenant at any time during any
of the "Preliminary Term Extension Periods" (as defined in Paragraph 2
hereof) by depositing in the United States mail, certified mail, postage
prepaid, a written notice to Landlord notifying it of Tenant's exercise of
its right to continue the Preliminary Term. Such notice shall be
addressed to Landlord at the following addresses:
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The Sheet Metal Workers Delaware Avenue Development Corp.
International Association c/o Xx. Xxxx Xxxxxxxxx
Local Union #19 000 Xxxxxxxx Xxxxxx
c/o Xx. Xxxxxx X. Xxxxx Xxxxxxxxx, XX 00000
President and Business Manager
000 Xxxxx Xxxxxxxx Xxxx. Xxxxxxxx-Xxxxxxxxxx Xxxx.
Xxxxxxxxxxxx, XX 00000 c/o Xx. Xxxxxx X. Xxxxx
0000 Xxxxx Xxxxxxxx Xxxxxxxxx
Liberty Landing Associates Xxxxxxxxxxxx, XX 00000
c/o Xx. Xxxxxx X. Xxxxx and
Xx. Xxxx Xxxxxxxxx
0000 Xxxxx Xxxxxxxx Xxxxxxxxx
Xxxxxxxxxxxx, XX 00000
or such other then existing address as Landlord may hereafter notify Tenant in
writing (such notice from Landlord regarding a change of address shall
specifically refer to this First Amendment to Lease Agreement). The Tenant's
notice of its exercise of the Tenant's right to continue the Preliminary Term
may be contained in the same notice which is given by Tenant (as Optionee) to
Landlord (as Optionor) regarding Tenant's continuation of the Term of the
Option in accordance with the terms of Paragraph 5 of the Option Agreement.
4. Except as expressly amended hereby, the Lease Agreement remains in full
force and effect in accordance with its terms.
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IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
have set their hands and seals as of the day and year first above written.
ATTEST: LANDLORD:
LIBERTY LANDING ASSOCIATES
By: Delaware Avenue Development Corporation,
Partner
/s/ Xxxx Xxxxxxxxx BY: /s/ Xxxx Xxxxxxxxx
------------------- ------------------------------
ITS: Pres.
------------------------------
By: Delaware-Washington Corporation - Partner
/s/ Xxxxxx X. Xxxxx BY: /s/ Xxxxxx X. Xxxxx
-------------------- -------------------------------
ITS: President
-------------------------------
ATTEST: TENANT:
PRESIDENT RIVERBOAT CASINO-PHILADELPHIA, INC.
BY: /s/ Xxxxx X Xxxxxxx BY: /s/ Xxxx X. Xxxxxxxxx
------------------- --------------------------------
ITS: C.O.O.
--------------------------------
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COMMONWEALTH OF PENNSYLVANIA )
) SS:
COUNTY OF Philadelphia )
On July 31, 1996, Before me, a Notary Public in and for said County and State,
personally appeared Xxxx Xxxxxxxxx, known to me or satisfactorily proven to be
the President of Delaware Avenue Development Corporation, and who acknowledged
that he, as such President executed the foregoing Second Amendment to Lease
Agreement for the purposes therein contained.
/s/ Xxxx Xxx XxXxxxxxx
_______________________________________
Notary Public
6
COMMONWEALTH OF PENNSYLVANIA )
) SS:
COUNTY OF Philadelphia )
On July 31, 1996, Before me, a Notary Public in and for said County and State,
personally appeared Xxxxxx X. Xxxxx, known to me or satisfactorily proven to
be the President of Delaware-Washington Corporation, and who acknowledged that
he, as such President executed the foregoing Second Amendment to Lease
Agreement for the purposes therein contained.
/s/ Xxxx Xxx XxXxxxxxx
_______________________________________
Notary Public
7
COMMONWEALTH OF PENNSYLVANIA )
) SS:
COUNTY OF Philadelphia )
On July 31, 1996, Before me, a Notary Public in and for said County and State,
personally appeared Xxxx X. Xxxxxxxxx, known to me or satisfactorily proven to
be the C.O.O. of President Riverboat Casino-Philadelphia, Inc., and who
acknowledged that he, as such C.O.O. executed the foregoing Second Amendment
to Lease Agreement for the purposes therein contained.
/s/ Xxxx Xxx XxXxxxxxx
_______________________________________
Notary Public
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MEMORANDUM OF FIRST AMENDMENT TO LEASE
----------------------------------------
THIS MEMORANDUM OF FIRST AMENDMENT TO LEASE is made as of the 31st day of
July, 1996, by and between LIBERTY LANDING ASSOCIATES, a Pennsylvania general
partnership ("Landlord") and PRESIDENT RIVERBOAT CASINO-PHILADELPHIA, INC., a
Pennsylvania corporation ("Tenant"), pursuant to Section 2 of the Act of June
2, 1959, P.L. 454, 21 P.S. Section 405, et seq., and is a memorandum of the
First Amendment to Lease Agreement dated July 31, 1996, (the "First
Amendment"), which First Amendment amends a Lease Agreement dated December 14,
1993 (the "Lease") between Landlord, as lessor, and Tenant, as lessee. As
required by the aforesaid statute, the following additional information is
hereby provided with respect to the Lease and the First Amendment:
1. The name and address of the Landlord set forth in the Lease is:
Liberty Landing Associates
c/o Sheet Metal Workers' Association Local Union No. 19
0000 X. Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
2. The name and address of the Tenant set forth in the Lease is:
President Riverboat Casino-Philadelphia, Inc.
c/o President Casinos, Inc.
000 X. Xxxxx Xxxxxx
Xx. Xxxxx, XX 00000
Attention: Xxxx Xxxxxxxxx,
Chief Operating Officer
3. The date of the Lease is December 14, 1993.
4. The date of the First Amendment to Lease Agreement is July 31, 1996.
5. The description of the demised premises which is the subject of the Lease
and the First Amendment is as follows:
The "Premises" shall mean all that certain lot or piece of ground
situate in the 1st Xxxx of the City of Philadelphia described
according to a Survey and Plan of Property made for Sheet Metal
Workers Local No. 19 by Xxxxxxx X. Xxxxxx, Land Surveyor, No.
786A dated September 9, 1993, last revised September 28, 1993,
as more fully described by metes and bounds on Exhibit "A"
attached hereto and made a part hereof, together with all buildings
and other improvements situate thereon as of the date of this Lease
Agreement (including, without limitation, the pier structures now
situate thereon), and together with all appurtenances thereto
(including, without limitation, the easements appurtenant thereto
granted and created by that certain Cross Easement Agreement
dated the 25th day of September, 1989, as recorded in the
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Department of Records in and for the city of Philadelphia in Deed
Book FHS 1540, at page 321 on January 22, 1990 and the
easements appurtenant thereto granted and created by that certain
Easement Agreement dated as of the 14th day of December, 1993
and recorded in the Department of Records in and for the city of
Philadelphia, at Deed Book VCS 548, Page 509, on December 29,
1993), and all other easements, rights of way and other rights and
benefits relating to the aforesaid tract or piece of land.
6. Pursuant to the terms of the First Amendment, Tenant has the right to
continue the Preliminary Term of the Lease in the following manner:
The Tenant shall have the right to continue the Preliminary Term of the
Lease for up to a maximum of five (5) successive additional periods as
hereinafter described. If Tenant does not exercise its right to continue the
Preliminary Term of the Lease through the "First Preliminary Term Extension"
(as hereinafter defined), then the Preliminary Term of the Lease shall expire
on December 31, 1996. In order to continue the Preliminary Term of the Lease
for the First Preliminary Term Extension (as hereinafter defined), Tenant must
exercise its right to continue the Preliminary Term for the First Preliminary
Term Extension, in writing, on or before December 1, 1996.
a. The first of such continuations of the Preliminary Term beyond the
December 31, 1996 termination date of the Lease shall be a continuation of the
Preliminary Term for a period of one (1) year commencing on January 1, 1997
and expiring on December 31, 1997 (the "First Preliminary Term Extension").
If Tenant elects to exercise its right to continue the Preliminary Term for
the First Preliminary Term Extension, such continuation by Tenant must occur
on or before December 1, 1996.
b. The second of such continuations of the Preliminary Term shall be a
continuation of the Preliminary Term for a period of six (6) months commencing
upon the expiration of the First Preliminary Term Extension (the "Second
Preliminary Term Extension"). In order to continue the Preliminary Term for
the Second Preliminary Term Extension, Tenant must exercise the continuation
of the Preliminary Term for the Second Preliminary Term Extension, in writing,
no later than thirty (30) days prior to the expiration of the First
Preliminary Term Extension.
c. The third of such continuations of the Preliminary Term shall be a
continuation of the Preliminary Term for a period of six (6) months commencing
upon the expiration of the Second Preliminary Terms Extension (the "Third
Preliminary Term Extension"). In order to continue the Preliminary Term for
the Third Preliminary Term Extension, Tenant must exercise the continuation of
the Preliminary Term for the Third Preliminary Term Extension, in writing, no
later than thirty (30) days prior to the expiration of the Second Preliminary
Term Extension.
d. The fourth of such continuations of the Preliminary Term shall be a
continuation of the Preliminary Term for a period of six (6) months commencing
upon the expiration of the Third Preliminary Term Extension (the "Fourth
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Preliminary Term Extension"). In order to continue the Preliminary Term for
the Fourth Preliminary Term Extension, Tenant must exercise the continuation
of the Preliminary Term for the Fourth Preliminary Term Extension, in writing,
no later than thirty (30) days prior to the expiration of the Third
Preliminary Term Extension.
e. The fifth of such continuations of the Preliminary Term shall be a
continuation of the Preliminary Term for a period of six (6) months commencing
upon the expiration of the Fourth Preliminary Term Extension (the "Fifth
Preliminary Term Extension"). In order to continue the Preliminary Term for
the Fifth Preliminary Term Extension, Tenant must exercise the continuation of
the Preliminary Term for the Fifth Preliminary Term Extension, in writing, no
later than thirty (30) days prior to the expiration of the Fourth Preliminary
Term Extension.
f. The First Preliminary Term Extension, the Second Preliminary Term
Extension, the Third Preliminary Term Extension, the Fourth Preliminary Term
Extension, and the Fifth Preliminary Term Extension are collectively called
the "Preliminary Term Extension Periods".
g. Notwithstanding any provision to the contrary set forth elsewhere in
the Lease Agreement, Tenant shall not be deemed to have failed timely to have
given notice to Landlord with respect to Tenant's continuation of the
Preliminary Term of the Lease for any of the Preliminary Term Extension
Periods unless Landlord shall have given to Tenant written notice ("Reminder
Notice") that the last date by which Tenant is permitted to give to Landlord a
notice to continue the Preliminary Term of the Lease for the next of the
Preliminary Term Extension Periods has passed without such notice having been
given, and unless Tenant thereafter fails to give to Landlord the notice of
the continuation of the Preliminary Term of the Lease for the next of the
Preliminary Term Extension Periods within ten (10) days after the date on
which Landlord has given the Reminder Notice to Tenant.
7. The remaining terms and conditions of the Lease are unchanged.
8. No provision in this Memorandum of Lease shall be deemed to modify or
amend the provisions of the Lease or the First Amendment.
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IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement as
of the day and year first above written.
WITNESS LANDLORD:
By: Delaware Avenue
Development Corporation
Partner
/s/ Xxxxxx X. Xxxxx /s/ Xxxx Xxxxxxxxx
________________________ By :_________________________
President
________________________
________________________ By: Delaware-Washington
Corporation - Partner
/s/ Xxxx Xxxxxxxxx /s/ Xxxxxx X. Xxxxx
________________________ By:_______________________
President
WITNESS: TENANT:
President Riverboat Casino-
PHILADELPHIA, INC.
/s/ Xxxx Xxxxxxxxx BY: /s/ Xxxx X. Xxxxxxxxx
_______________________ ____________________
President
_______________________
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COMMONWEALTH OF PENNSYLVANIA :
: SS:
COUNTY OF Philadelphia :
On July 31, 1996, BEFORE ME, a Notary Public in and for said County and
Sate, personally appeared Xxxx Xxxxxxxxx, known to me or satisfactorily proven
to be the President of Delaware Avenue Development Corporation, and who
acknowledged that he, as such President executed the foregoing Memorandum of
First Amendment to Lease Agreement for the purposes therein contained.
My Commission Expires: Dec. 20, 1999
/s/ Xxxx Xxx XxXxxxxxx
__________________________
Notary
13
COMMONWEALTH OF PENNSYLVANIA :
: SS:
COUNTY OF Philadelphia :
On July 31, 1996, BEFORE ME, a Notary Public in and for said County and
Sate, personally appeared Xxxxxx X. Xxxxx, known to me or satisfactorily
proven to be the President of Delaware-Washington Corporation, and who
acknowledged that he, as such President executed the foregoing Memorandum of
First Amendment to Lease Agreement for the purposes therein contained.
My Commission Expires: Dec. 20, 1999
/s/ Xxxx Xxx XxXxxxxxx
__________________________
Notary Public
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COMMONWEALTH OF PENNSYLVANIA :
: SS:
COUNTY OF Philadelphia :
On July 31, 1996, BEFORE ME, a Notary Public in and for said County and
Sate, personally appeared Xxxx X. Xxxxxxxxx, known to me or satisfactorily
proven to be the Vice-President of President Riverboat Casino-Philadelphia,
Inc., and who acknowledged that he, as such Vice-President executed the
foregoing Memorandum of First Amendment to Lease Agreement for the purposes
therein contained.
My Commission Expires: Dec. 20, 1999
/s/ Xxxx Xxx XxXxxxxxx
__________________________
Notary Public
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