ADDENDUM TO LEASE
This is an addendum to the lease entered into on November 16, 1993, 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 Addendum to Lease is intended to
extend the lease to the entire properties described as Parcels A, B, and C and
to change, modify and add to some of the specific provisions of that lease; all
provisions not specifically changed by this Addendum to Lease shall remain in
full force and effect as set out by the parties in the Lease between them signed
November 16, 1993.
SECTION 1
LEASED PROPERTY
Subsection 1.01 shall read as follows:
1.01. Upon the conditions, limitations, convenants and agreements set
forth below, Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, those premises (the "Leased Property") consisting of that land
described on Exhibits "A", "B", and "C" attached hereto and incorporated herein
by reference, together will all improvements thereon, and all appurtenances
thereto including, without limitation, all water rights, riparian rights,
littoral rights and bottomland rights. The Leased Property is leased to Tenant
for any lawful use, including, without limitation, gaming. Landlord reserves
all mineral rights to subject leased property and all other reservations set
forth in Section 9.04 of the lease, during the term of the lease. The total
amount of property leased herein, to be accurately determined by survey, totals
900-1,000 acres.
Subsection 1.04 is amended to read as follows:
1.04. Landlord quitclaims and releases for the term of this Lease to Tenant
non-exclusive rights of way or easements across the parcels as described in
Exhibits "B" and "C" so as to provide access to both the North and South sides
of U.S. Highway 49. Landlord will not be required to pay any portion of the
costs incurred in the construction of access roads to the Leased Property nor
any expenses that might be incurred in securing access to U.S. Highway 49.
Landlord makes no warranty as to the suitability of the Leased Property for any
road construction or location. There shall be mutual access between the Leased
Property and the property described in Exhibit "C" flowing under the road
elevation or bridge at U.S. Highway 49.
It is agreed that Landlord and family can farm, and exercise hunting and fishing
rights to, any parts of the Lease Property so long as it does not interfere with
the Tenant's business, including access and construction, provided that the
foregoing shall not be construed to permit the lease of hunting and fishing
rights to third parties, including hunting and fishing clubs.
SECTION 3
RENT
Paragraph (b) of Subsection 3.02 is amended to read as follows:
3.02 (b) Five and one-half percent (5-1/2 %) of the "Gross Revenue" as
defined in Mississippi Code Xxx. Sec 75-76-5(p) derived from any and all gaming
or gambling activities, including boarding fees, if any, on any casino vessel
moored on the Lease Property and five and one-half percent (5-1/2 %) of the
revenue derived from the sale of alcoholic beverages on such Casino Vessels the
Premises. Any future gaming license fees based on gross revenue that might be
enacted into law by the Mississippi Legislature or adopted by any political
subdivision of the State of Mississippi, including the imposition of that
license fee presently authorized by Mississippi code Annotated 00-00-000, shall
be deducted from gross revenue as defined in the Lease on a monthly or pro-rata
basis; or
Subsection 3.07 is amended to read as follows:
3.07. Tenant shall pay in addition to the $20,000.00 premium paid pursuant to
the original version of this Agreement, an additional rental of $40,000.00
annually with the first annual payment to be made at the signing of this
Addendum to Lease which may be used by the Landlord to pay for premiums of a
performance bond in the sum of One Million Dollars ($1,000,000.00) or more. In
the event the Landlord purchases a performance bond, Tenant will be named
co-insured and a certificate provided to Tenant. This performance bond shall
cover all contingent costs of environmental clean up for the Leased Property
following termination or expiration of the term of the Lease and would only
apply in the event Tenant or its transferees or assignees refuse or are
economically unable to remedy any conditions on the premises that violate any
federal, state and local laws and ordinances governing the environment or health
and safety, including those related to toxic or hazardous substances and other
contaminants.
The following is added as Subsection 3.22:
3.11. Unless otherwise agreed upon by the Parties, the Tenant shall pay as
additional rental a percentage of the gross revenue (as defined for Mississippi
Sales Tax purposes) of any business constructed on Parcels B and C, the activity
of which is one other than that which furthers the direct convenience and
benefit of patrons while participating in and availing themselves of games and
gaming machines of the gaming casino (activities for the direct convenience and
benefit being such activities as restaurants, child care centers, etc.)
SECTION 6
REPRESENTATIONS AND WARRANTIES
There is hereby added an additional Subsection 6.04 and Subsection 6.05 to read
as follows:
6.04 Tenant agrees to take all action necessary to obtain a license from the
Mississippi Gaming Commission and to place in operation a gaming casino having a
minimum of 30,000 square feet located on the Leased Premises on Parcel C South
of Highway 49, on or before July 1, 1995. If the Tenant does not open for
operation by July 1, 1995, a casino on Parcel C, Tenant agrees to pay to
Landlord a penalty in the amount of One Hundred Fifty Thousand Dollars
($150,000.00) per month beginning July 1, 1995, and continuing until the casino
is open for operation. Said penalty will be pro-rated on a daily basis for a
partial month. The Parties recognize that despite the best efforts of Tenant,
delays can occur with construction and licensing of a casino. Therefore, upon
mutual agreement of the parties, this provision may be extended but only in
writing, signed by the parties. Once a casino is opened for operation on Parcel
C of the Leased Premises, the permanent cessation or termination of operation
[as defined in Subsection 15.01(h)] of said casino shall at the option of the
Tenant either 1) automatically terminate this lease as to Parcel 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 $150,000.00
per month, which penalty will thereafter continue to be paid until a like casino
again begins operation.
6.05. Landlord agrees that it has no intention to compete with Tenant in the
casino business but, nevertheless, should Landlord attempt to engage in the
casino business either directly or indirectly (specifically excluded is
investment in publicly traded stock) in Coahoma County, Mississippi, within five
(5) years from the date of this Addendum to Lease Landlord agrees to notify
Tenant in writing and grant Tenant the opportunity to participate in any such
venture.
SECTION 8
ALTERATIONS AND IMPROVEMENTS
Subsection 8.02 is amended to read as follows:
8.02. Landlord agrees to sell to Tenant and Tenant agrees to buy at the
fixed price of One Dollar ($1.00) per cubic yard fill material in quantity
sufficient for Tenant's construction purposes from premises set forth in
Exhibits "A", "B", and "C".
SECTION 20
MEMORANDUM OF LEASE
This Addendum to Lease shall not be recorded. The parties will execute and
record a memorandum of this Addendum to Lease, within ten (10) days of the
execution of the Addendum to Lease.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Lease
the day and year first above written.
LANDLORD: TENANT:
__________________________________ MAGNOLIA LADY, INC.
Xxxxx Xxxxx Xxxxxxx, Jr.
__________________________________ By: _______________________
Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx X. Xxxxxxxx
President
