FIRST AMENDMENT TO LEASE
THE STATE OF NEVADA '
KNOW ALL PERSONS BY THESE PRESENTS:
COUNTY OF XXXXX '
This First Amendment to Lease (this "First Amendment") is made to be
effective the 14th day of May, 1997 (the "Effective Date"), by and among XXXXXX
COMPANY, a Delaware corporation ("Lessor"), ELSINORE CORPORATION, a Nevada
corporation ("Lessee") and FOUR QUEENS, INC., a Nevada corporation ("Assignee").
RECITALS:
A. By Lease (the "Lease") effective January 1, 1978, Xxxxxx Company, a
Nevada corporation, as Lessor, leased to Lessee, and Lessee leased from the
Lessor, Lots Eleven (11) and Twelve (12) in Block Nineteen (19) of Xxxxx'x Las
Vegas Townsite, in Las Vegas, Xxxxx County, Nevada, together with certain
improvements then located thereon, as more particularly described therein and
referred to therein as "Said Land," and a Short Form Lease dated as of January
1, 1978, was recorded in Book 850, Instrument 809864 of the Official Records of
Xxxxx County, Nevada, to give notice of the Lease.
B. By Deed dated December 30, 1986, recorded in Book 870223, Instrument
00568 of the Official Records of Xxxxx County, Nevada, Xxxxxx Company, a Nevada
corporation, conveyed the property covered by the Lease to New Xxxxxx Company, a
Delaware corporation, and assigned all of the right, title and interest of the
Lessor under the Lease to New Xxxxxx Company. By Certificate of Amendment of
Certificate of Incorporation dated January 6, 1987, the name of New Xxxxxx
Company was changed to Xxxxxx Company. Xxxxxx Company, a Delaware corporation,
is the owner of the property covered by the Lease and is the Lessor under the
Lease.
C. By Assignment of Leases dated May 22, 1987, recorded as in Book
870527, Instrument 0939 of the Official Records of Xxxxx County, Nevada, Lessee
assigned the Lease, among other leases, to Assignee, and Assignee assumed and
agreed to keep, perform and fulfill all of the terms, conditions and obligations
of the Lessee under the Lease. Pursuant to paragraph 5.b of the Lease, Lessee
remains liable for the obligations of the Lessee under the Lease as if there had
been no assignment to Assignee.
D. Lessee and Assignee filed petitions pursuant to Chapter 11 of the
U.S. Bankruptcy Code on October 31, 1995. The obligations under the Lease were
assumed by Lessee and Assignee and the Joint Plan of Reorganization of Lessee
and Assignee became effective on February 28, 1997.
E. The term of the Lease expires on December 31, 1997, and Lessor,
Lessee and Assignee desire to amend the Lease to renew and extend the term of
the Lease for an additional period expiring October 31, 2024, and to set forth
certain agreements and understandings of the parties with respect to the Lease
as herein set forth.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
and agreements of the parties as hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Lessor, Lessee and Assignee hereby agree as follows:
1. Except as otherwise defined herein, all capitalized terms herein
shall have the meanings ascribed to such terms as provided in the Lease.
2. The term of the Lease as provided in paragraph 1 of the Lease is
hereby renewed and extended for a period terminating October 31, 2024, subject
to the provisions of the Lease, as amended hereby, for earlier termination.
3. Paragraph 2.a of the Lease is hereby amended as follows:
(a) Commencing with the Effective Date hereof, the monthly rent as
provided in paragraph 2.a of the Lease for the period from May
14, 1997, through December 31, 1997, shall be the sum of Fifty
Thousand Four Hundred and No/100 Dollars ($50,400.00).
(b) The monthly rent for each lease year as provided in paragraph
2.a(2), that is, the period from January 1 through December 31
of each calendar year, and for the period of the last lease
year from January 1, 2024, through October 31, 2024, shall be
the greater of the following (i) or (ii):
(i) Fifty Thousand Four Hundred and No/100 Dollars
($50,400.00), or
(ii) The monthly rent for December of the immediately
preceding lease year multiplied by a fraction the
denominator of which is the Index Number of the
Consumer Price Index for the second November before
the lease year for which the monthly rent is being
calculated and the numerator of which is the Index
Number of the Consumer Price Index for the November
of the lease year immediately preceding the lease
year for which the rent is being calculated.
The "Consumer Price Index," as that term is used herein, means
the Consumer Price Index for Urban Wage Earners and Clerical
Workers (U.S. City Average All Items) of the Bureau of Labor
Statistics of the U.S. Department of Labor (for which 1982-84
= 100).
4. Paragraph 2.b of the Lease is hereby amended to provide that the
monthly rent after December 31, 1997, shall never be less than Fifty Thousand
Four Hundred and No/100 Dollars ($50,400.00) per month.
5. Paragraph 3.a of the Lease is hereby amended to provide that the
taxes as described therein for the fiscal year July 1, 2024, through June 30,
2025, shall be shall be prorated between Lessor and Lessee as of October 31,
2024, but if Lessee shall have erected new improvements on Said Land and Lessor
requires Lessee to remove the same pursuant to paragraph 8 of the Lease, then
Lessor shall bear only that part of such taxes for the tax period following
October 31, 2024, as are attributable to the unimproved value of Said Land.
6. Paragraph 3.d(2) of the Lease is hereby amended to provide that the
minimum amount of insurance coverage as provided therein shall be increased (if
the following computations results in an increase) on January 1 of each of 1998,
2003, 2008, 2013, 2018 and 2023 by multiplying Twenty-Six Million and No/100
Dollars ($26,000,000.00) by a fraction, the numerator of which is the Index
Number of the Consumer Price Index for the November next preceding such
computation and the demoninator of which is the Index Number of the Consumer
Price Index for November 1997, provided in no event shall such Twenty-Six
Million and No/100 Dollars ($26,000,000.00) figure stated herein be reduced.
7. Paragraph 6 of the Lease is hereby amended to read in its entirety
as follows:
a. Said Land shall be used only for the purposes of operation
as a casino, gaming house, or similar uses, and for no other use
without the prior written consent of Lessor. Any such use of Said Land
shall be conducted in strict accordance with all applicable laws,
ordinances, rules and regulations of all governmental entities or
agencies having jurisdiction over Said Land and the use thereof,
including without limitation, the Nevada Gaming Commission, the State
Gaming Control Board, or any other agency or subdivision thereof, or
any other governmental entity or agency within or without the State of
Nevada with authority to regulate gaming (each a "Gaming Authority").
Lessee shall, at its sole cost and expense, obtain and maintain all
licenses, permits, approvals, and other authorizations required for
such use.
b. It is acknowledged that Assignee currently holds a
non-restricted gaming license issued by the State of Nevada. Due to
Assignee's status as a gaming licensee in Nevada, Lessor may be
required to file an application to be found suitable as a landlord to
Assignee. If at any time during the term of this Lease, either (A)
Lessor (i) is found unsuitable as a landlord for purposes of Assignee's
gaming license by any Gaming Authority, or (ii) withdraws any
application for approval of Lessor as a landlord to Assignee for
purposes of Assignee's gaming license for any reason other than upon a
determination by the applicable Gaming Authority that such approval is
not required, or (iii) fails to provide any information or otherwise
fails to comply with the requirements of a Gaming Authority required
for approval of Lessor as a landlord to Assignee for purposes of
Assignee's gaming license; and such finding or failure results in the
termination, denial or failure to issue or renew Assignee's gaming
license, or (B) any Gaming Authority commences any suit or proceeding
against Assignee or terminates, denies or fails to issue or renew
Assignee's gaming license as the result of any of the circumstances
described in (A) above, then Lessee and Assignee shall, as their sole
and exclusive remedy (Lessee and Assignee hereby expressly waiving any
other remedies to which Lessee or Assignee may otherwise be entitled),
terminate this Lease by written notice to Lessor.
c. It is expressly agreed that Lessor, and its employees,
officers, directors and shareholders, shall not be liable financially
or otherwise to Lessee for any failure or refusal of a Gaming Authority
to issue or renew Assignee's gaming license, whether as the result of
any of the circumstances described in (A) of subparagraph 6.b above or
any other reason.
d. It is further expressly understood and agreed that Lessee's
and Assignee's right to terminate this Lease under the provisions of
this paragraph 6 is limited to the express provisions of this paragraph
6, and specifically and not by way of limitation, in the event of the
failure of Assignee to obtain or retain a gaming license or otherwise
is unable to conduct gaming operations on said Land for any reason
other than any of the circumstances in (A) in subparagraph 6.b above,
this Lease shall, nevertheless continue in full force and effect
according to the terms hereof; provided that in such event, Said Land
may thereafter be used for any lawful purpose, but Lessee and Assignee
shall not use or allow the use of Said Land for any purpose that
constitutes a nuisance.
8. The parties acknowledge and agree that the leases in effect at the
original commencement of the Lease as described in paragraph 5.a of the Lease
have terminated or expired, and that there are no leases, subleases or other
agreements for the use and occupancy of any part of Said Land other than the
Lease. Notwithstanding the foregoing acknowledgement, the terms and provisions
of said paragraph 5.a shall continue in full force and effect.
9. Paragraph 5.b of the Lease is hereby amended to change the
definition of "affiliate" to mean a corporation included in an "affiliated
group" as that term is defined in Section 1504(a) of the Internal Revenue Code
as presently in effect and of which Lessee is the common parent corporation.
Paragraph 5.b of the Lease is hereby further amended to provide that for
purposes of Paragraph 5.b, any merger, consolidation, dissolution, or
liquidation of Lessee or Assignee, or any change in ownership of twenty percent
(20%) or more of the stock or ownership interests in Lessee or Assignee from the
ownership as exist as of the date of this First Amendment shall constitute an
assignment for the purpose of the Lease. Notwithstanding anything contained
herein to the contrary, the foregoing sentence shall not apply to a merger of
Lessee with, or other transfer of stock in Lessee to, or the acquisition of an
ownership interest in Lessee by, an entity owned or controlled by Riviera
Holdings Corporation, a Nevada corporation, or Xx. Xxxxx X. Xxxxxxx (currently
residing in Rancho Santa Fe, California), or an "affiliate" in an "affiliated
group" of which an entity owned or controlled by Riviera Holdings Corporation or
Xx. Xxxxx X. Xxxxxxx is the common parent of Lessee.
10. The parties acknowledge that Lessor granted an Airspace Easement to
the City of Las Vegas recorded in Book 940613, Instrument 05223 of the Official
Records of Xxxxx County, Nevada; that Lessee and Assignee have approved such
Easement; and that the Lease is subject to the terms and provisions thereof in
addition to those matters described in paragraph 5.c of the Lease.
11. The parties further acknowledge that the "present improvements"
located on Said Land at the commencement of the initial term of the Lease have
been removed and "new improvements" have been constructed on Said Land by Lessee
as provided in paragraphs 7.a, 7.b and 8 of the Lease. The parties agree that no
material alterations or additions to the improvements on Said Land as of the
date of this First Amendment shall be made without the prior written consent of
Lessor as provided in paragraph 7.b(4) of the Lease, and that any new
improvements constructed on Said Land after the date of this First Amendment
shall comply with the provisions of paragraph 7.b of the Lease, unless Lessor
expressly otherwise consents in writing. Notwithstanding the foregoing, Lessor
agrees that Lessee may make such interior, non-structural alterations,
renovations, or other improvements to the improvements located on Said Land,
without the prior consent of Lessor and without complying with the provisions of
paragraph 7.b(3) of the Lease.
12. The parties further acknowledge and agree that the alley formerly
adjacent to the south lines of Lots Eleven (11) and Twelve (12) in Block
Nineteen (19) of Xxxxx'x Las Vegas Townsite has been closed and vacated as
contemplated in paragraph 10 of the Lease, and title to one-half (1/2) of said
alley adjacent to south of said Lots is owned by Lessor. The parties expressly
confirm, acknowledge and agree that the rights and title to said former alley
are owned by Lessor, free and clear of any interest of Lessee and/or Assignee;
provided, the portion of said former alley adjacent to said Lots 11 and 12 are
subject to the Lease and all references in the Lease, as amended hereby, to
"Said Land" shall include said portion of said former alley.
13. Paragraphs 11.d, 11.h and 14 of the Lease are hereby amended to
delete therefrom all references to "Hyatt Corporation" and the reference to its
Guaranty.
14. Paragraph 11.h of the Lease is hereby further amended to provide
that at the request of Lessor, Lessee or Assignee, a Memorandum of this First
Amendment, in the form attached hereto as Exhibit A, shall be placed of record
to give notice of this First Amendment.
15. The parties further confirm, acknowledge and agree that the
addresses of the parties for purposes of paragraph 12 of the Lease are as
follows:
Lessor: Xxxxxx Company
-------
X.X. Xxx 000
Xxxx, Xxxxxx 00000
Lessee: Elsinore Corporation
000 Xxxxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxx 00000
Assignee: Four Queens, Inc.
000 Xxxxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxx 00000
16. The parties each state that it has not agreed with anyone for a fee
or commission for entering into this First Amendment, and that the provisions of
paragraph 13 of the Lease shall apply and be effective with respect to any claim
to a fee or commission with respect to this First Amendment.
17. Lessee and Assignee each hereby expressly confirms and agrees that
it is and shall remain liable for the performance of all of the obligations of
the Lessee under the Lease, as amended hereby.
18. Concurrently with the execution of this First Amendment by Lessee
and Assignee, Lessee and Assignee have delivered to Lessor the sum of
$604,800.00, the receipt of which is hereby acknowledged by Lessor, as a
security deposit to secure performance of Lessee's and Assignee's obligations
under the Lease, as amended hereby (the "Security Deposit"). Lessor may, from
time to time, without prejudice to any other remedy, use such Security Deposit
to the extent necessary to make good any arrearage of rental or other amounts
due hereunder and to reimburse Lessor for any other damage, injury, expense or
liability caused to Lessor by any breach of this Lease. Following any such
application of the Security Deposit, Lessee shall pay to Lessor on demand the
amount so applied in order to restore the Security Deposit to its original
amount. In addition, Lessee and Assignee shall deliver to Lessor on or before
January 15 of each calendar year during the extended term of the Lease a sum in
cash or other immediately available funds increasing the amount of the Security
Deposit to an amount equal to twelve (12) times the monthly rent in effect for
such calendar year; it being agreed that at all times the amount of the Security
Deposit shall equal the monthly rent for twelve (12) months.
If either Lessee or Assignee is in default under the terms of the
Lease, as amended hereby, Lessor may use the Security Deposit, or any portion of
it, to cure the default or to compensate Lessor for all damage sustained by
Lessor resulting from such default. If neither Lessee nor Assignee is in default
at the expiration or termination of the Lease, as amended hereby, Lessor shall
return the Security Deposit (or an accounting thereof) to Lessee within thirty
(30) days after surrender of Said Land by Lessee and Assignee, less lawful
deductions for damages and other sums due under the Lease, as amended hereby.
Lessor's obligations with respect to the Security Deposit are as expressly
provided herein, and in no event shall be deemed to be those of a trustee.
Lessor may maintain the Security Deposit separate and apart from Lessor's
general funds or may co-mingle the Security Deposit with Lessor's general and
other funds. Lessor shall not be required to pay Lessee interest on the Security
Deposit.
Lessor agrees that Lessee or Assignee may at any time deliver to Lessor
an unconditional, irrevocable and transferrable letter of credit (the "Letter of
Credit") in accordance with the terms and conditions set forth below to be held
by Lessor in the place of the cash Security Deposit to secure performance of
Lessee's and Assignee's obligations under the Lease, as amended hereby. The
Letter of Credit (i) shall be in the form attached hereto as Exhibit B, or as
otherwise approved by Lessor, (ii) shall be in an amount equal to the amount of
the Security Deposit as provided above, (iii) shall be issued by a United States
"money center" bank or other United States bank as may be approved by Lessor, in
its reasonable discretion (the "Issuer"), and (iv) shall have an expiration date
of not less than one (1) year after the issue date of the Letter of Credit. In
the event of a default by Lessee or Assignee under the Lease, as amended hereby,
Lessor shall be entitled to draw the full amount of the Letter of Credit and
hold and apply the proceeds thereof as the Security Deposit under the Lease, as
amended hereby.
No later than forty-five (45) days before the expiration date of the
Letter of Credit, as the same may be extended by amendment as hereinafter
provided, or any replacement letter of credit as herein provided, Lessee and/or
Assignee shall deliver to Lessor either (i) an amendment to the then current
Letter of Credit extending the expiration date for an additional period of at
least one (1) year and increasing the amount of the Letter of Credit to an
amount equal to twelve (12) times the monthly rent then in effect, or (ii) a
replacement letter of credit in the same form as the Letter of Credit issued by
the Issuer or a United States "money center" bank or another United States bank
having a deposit base equal to or greater than the deposit base of the Issuer.
If a replacement letter of credit is so delivered to Lessor, such replacement
letter of credit shall be deemed to be the "Letter of Credit" under this First
Amendment, and all references to the "Letter of Credit" herein shall be deemed
to mean and refer to such replacement letter of credit. If neither an amendment
to the Letter of Credit nor a replacement letter of credit is delivered to
Lessor by Lessee or Assignee at least 45 days before the expiration date of the
then current Letter of Credit, Lessor shall be entitled, without notice to
Lessee or Assignee (such failure not being itself an event of default under the
Lease), to draw the full amount of the Letter of Credit and hold and apply the
proceeds thereof as the Security Deposit hereunder. If neither Lessee nor
Assignee is in default at the expiration or termination of the Lease, as amended
hereby, Lessor shall return the Letter of Credit to Lessee.
It is expressly understood that neither the Security Deposit or the
Letter of Credit shall be considered an advance payment of rental or a measure
of Lessor's damages in case of default by Lessee or Assignee. If Lessor
transfers its interest in the Leased Premises during the Lease Term, Lessor may
assign the Letter of Credit or the Security Deposit, as applicable, to the
transferee and, thereafter, Lessor shall have no further liability for the
return of the Letter of Credit or the Security Deposit, as applicable.
19. The individuals executing this First Amendment on behalf of Lessor,
Lessee and Assignee, respectively, represents and warrants that he has full
authority to execute this First Amendment for and on behalf of Lessee, and upon
the execution hereof, this First Amendment shall be a valid and binding
obligation of the corporation on behalf of which he has executed this First
Amendment. Lessee and Assignee each acknowledge that Lessor has relied on all
written information furnished by Lessee, Assignee and/or their respective
representatives to Lessor in connection with this First Amendment. Certificates
of authority of Lessor, Lessee and Assignee are attached hereto as Exhibit C,
Exhibit D and Exhibit E, respectively.
20. This First Amendment has been executed in multiple originals by the
parties. The parties agree, however, that this First Amendment and the Exhibits
hereto may be transmitted among them by facsimile machine. The parties intend
that faxed signatures constitute original signatures, and that a faxed copy of
this First Amendment and/or any Exhibit hereto containing the signatures
(original or faxed) of all the parties is binding upon the parties.
Notwithstanding the foregoing, the parties agree that originals of this First
Amendment and all Exhibits hereto containing the original signatures of all
parties shall be provided to the parties as promptly as reasonably possible
after the receipt of copies containing faxed signatures.
EXECUTED to be effective the date first above written.
LESSOR:
XXXXXX COMPANY
By: ___________________________
Xxx Xxxxxx, Vice President
LESSEE:
ELSINORE CORPORATION
By: ___________________________
Xxxxxxx X. Xxxxx, President
ASSIGNEE:
FOUR QUEENS, INC.
By: ___________________________
Xxxxxxx X. Xxxxxxxxx,
President
EXHIBIT A
(TO FIRST AMENDMENT TO LEASE)
MEMORANDUM OF FIRST AMENDMENT TO LEASE
THE STATE OF NEVADA '
' KNOW ALL PERSONS BY THESE PRESENTS:
COUNTY OF XXXXX '
This is a Memorandum of First Amendment to Lease effective May 14,
1997, by and among XXXXXX COMPANY, a Delaware corporation ("Lessor"), ELSINORE
CORPORATION, a Nevada corporation ("Lessee") and FOUR QUEENS, INC., a Nevada
corporation ("Assignee"), executed with respect to that certain Lease (the
"Lease") effective January 1, 1978, Xxxxxx Company, a Nevada corporation, as
Lessor, and Elsinore Corporation, as Lessee, covering Lots Eleven (11) and
Twelve (12) in Block Nineteen (19) of Xxxxx'x Las Vegas Townsite, in Las Vegas,
Xxxxx County, Nevada, together with certain improvements then located thereon
(the "Property"), as more particularly described therein, to-wit:
1. A Short Form Lease dated as of January 1, 1978, is recorded in Book
850, Instrument 809864 of the Official Records of Xxxxx County, Nevada, to give
notice of the Lease.
2. The parties do hereby give notice that the Lease has been amended,
renewed and extended on certain terms and conditions by a First Amendment to
Lease effective May 14, 1997, for a term ending October 31, 2024, subject to
earlier termination; all as set forth therein.
3. The parties agree that in the event of the termination of the Lease
in accordance with its terms, as amended, Lessee and Assignee shall have no
right, title or interest in and to the Property. The parties expressly agree
that upon the termination of the Lease, Lessor may execute and record in the
Official Records of Xxxxx County, Nevada, a notice of the termination of the
Lease, the recording of which notice shall constitute conclusive evidence of the
termination of the Lease.
4. This Memorandum does not alter, amend or modify the Lease, as
amended, but is executed solely for the purpose of giving notice of the
existence of the First Amendment and the terms and conditions therein, which
First Amendment is incorporated herein by reference for all purposes to the same
extent and with the same effect as if set forth herein in full.
EXECUTED this 9th day of September, 1997.
LESSOR:
XXXXXX COMPANY
By: ___________________________
Xxx Xxxxxx, Vice President
LESSEE:
ELSINORE CORPORATION
By: ___________________________
Xxxxxxx X. Xxxxx, President
ASSIGNEE:
FOUR QUEENS, INC.
By: ___________________________
Xxxxxxx X. Xxxxxxxxx,
President
THE STATE OF TEXAS '
COUNTY OF XXXXXX '
This instrument was acknowledged before me on this the 9th day of
September, 1997, by XXX XXXXXX, a Vice President and Secretary of XXXXXX
COMPANY, a Delaware corporation, on behalf of said corporation.
Xxxxx X. Xxxxxx
NOTARY PUBLIC, State of Texas
Print Name: _____________________
THE XXXXX XX XXX XXXX '
XXXXXX XX XXX XXXX '
On this day personally appeared before me, a Notary Public in and for
the above State and County, XXXXXXX X. XXXXX, President of ELSINORE CORPORATION,
a Nevada corporation, known to me to be the person and officer whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the above instrument for the uses and purposes therein mentioned and as the act
and deed of said corporation.
GIVEN UNDER MY HAND and SEAL OF OFFICE, this 27th day of August, 1997.
Xxxxx XxXxxx
NOTARY PUBLIC in and for
New York County, New York
Print Name: _____________________
THE STATE OF NEVADA '
COUNTY OF XXXXX '
On this day personally appeared before me, a Notary Public in and for
the above State and County, XXXXXXX X. XXXXXXXXX, President of FOUR QUEENS,
INC., a Nevada corporation, known to me to be the person and officer whose name
is subscribed to the foregoing instrument, and acknowledged to me that he
executed the above instrument for the uses and purposes therein mentioned and as
the act and deed of said corporation.
GIVEN UNDER MY HAND and SEAL OF OFFICE, this 27th day of August, 1997.
Xxxxxxx X. Fremont
NOTARY PUBLIC in and for
Xxxxx County, Nevada
Print Name: _____________________
AFTER RECORDING, RETURN TO: R. Xxxx Xxxxxxx
Graves, Dougherty, Xxxxxx & Xxxxx
X.X. Xxx 00
Xxxxxx, Xxxxx 00000
EXHIBIT B
(TO FIRST AMENDMENT TO LEASE)
IRREVOCABLE LETTER OF CREDIT NO. ________________________
ISSUING BANK: ___________________________ BANK
ISSUE DATE: AUGUST ______, 1997 EXPIRY DATE: AUGUST _____, 1998
LETTER OF CREDIT NO.: ___________ PLACE: ____________________
AMOUNT: USD 604,800.00
SIX HUNDRED FOUR THOUSAND EIGHT HUNDRED AND NO/100
BENEFICIARY: XXXXXX COMPANY APPLICANT: __________________
X.X. XXX 000 __________________
XXXX, XXXXXX 00000 __________________
__________________________ BANK ("GUARANTY") HEREBY ISSUES ITS IRREVOCABLE
LETTER OF CREDIT NO. ______ IN FAVOR OF XXXXXX COMPANY, AS BENEFICIARY, FOR THE
ACCOUNT OF THE ABOVE-NAMED APPLICANT, FOR DRAWINGS UP TO THE AGGREGATE AMOUNT
OF USD 604,800.00.
THIS LETTER OF CREDIT IS AVAILABLE FOR PAYMENT BY PRESENTATION OF
BENEFICIARY'S DRAFTS AT SIGHT DRAWN ON GUARANTY BEARING THE CLAUSE: "DRAWN UNDER
_____________________ BANK IRREVOCABLE LETTER OF CREDIT NO. _____________." THIS
LETTER OF CREDIT IS IRREVOCABLE AND IS ISSUED, PRESENTABLE, AND PAYABLE AT
GUARANTY'S OFFICE STATED ABOVE AND EXPIRES WITH GUARANTY'S CLOSE OF BUSINESS ON
AUGUST ____, 1998.
WE UNDERTAKE TO PROMPTLY HONOR BENEFICIARY'S SIGHT DRAFTS ON US,
BEARING THE CLAUSE DESCRIBED ABOVE, FOR ALL OR ANY PART OF THIS CREDIT IF
PRESENTED AT GUARANTY'S OFFICE SPECIFIED ABOVE, ON OR BEFORE THE EXPIRY DATE OR
ANY EXTENDED EXPIRY DATE.
EXCEPT AS EXPRESSLY STATED HEREIN, THIS UNDERTAKING IS NOT SUBJECT
TO ANY AGREEMENT, CONDITION, OR QUALIFICATION. THE OBLIGATION OF GUARANTY
UNDER THIS LETTER OF CREDIT IS THE INDIVIDUAL OBLIGATION OF GUARANTY AND IS IN
NO WAY CONTINGENT UPON REIMBURSEMENT WITH RESPECT THERETO.
THIS CREDIT IS TRANSFERABLE.
THIS LETTER OF CREDIT IS SUBJECT TO, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEVADA AND, TO THE EXTENT NOT IN CONFLICT WITH THE TERMS HEREOF, THE
UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS, 1993 REVISION,
INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 500 ("UCP 500"); AND, IN THE
EVENT OF ANY CONFLICT BETWEEN UCP 500 AND THE LAWS OF THE STATE OF NEVADA, THE
LAWS OF THE STATE OF NEVADA WILL CONTROL. IF THIS CREDIT EXPIRES DURING AN
INTERRUPTION OF BUSINESS DESCRIBED IN ARTICLE 17 OF UCP 500, GUARANTY HEREBY
SPECIFICALLY AGREES TO EFFECT PAYMENT IF THIS CREDIT IS DRAWN AGAINST WITHIN
THIRTY DAYS AFTER GUARANTY'S RESUMPTION OF BUSINESS.
____________________ BANK
By: ________________________
Name: ______________________
Title: _____________________
EXHIBIT C
(TO FIRST AMENDMENT TO LEASE)
Certificate of Corporate Resolution Granting
Authorization to Lease
We, Xxxxxxx X. Xxxxx, President and X. Xxxxxx Jacka, Secretary
of ELSINORE CORPORATION, a Nevada corporation (the "Corporation"), certify
the following facts:
1. The Corporation is organized and operating under the laws of
the State of Nevada, and is in good standing. No proceedings
for forfeiture of the certificate of incorporation or for
voluntary or involuntary dissolution of the Corporation are
pending.
2. Neither the articles of incorporation nor bylaws of the
Corporation limit the power of the Board of Directors to pass
the resolution below.
3. The Secretary keeps the records and minutes of the proceedings
of the Board of Directors of the Corporation, and the
resolution below is an accurate reproduction of the one
legally adopted in Board of Directors proceedings. It has not
been altered, amended, rescinded, or repealed, and it is now
in effect.
4. The following resolution has been duly adopted by the Board of
Directors:
RESOLVED, that the Corporation enter into that certain First
Amendment to Lease (the "First Amendment") dated effective May
14, 1997, between Xxxxxx Company, a Delaware corporation, as
Lessor, the Corporation, as Lessee, and Four Queens, Inc., a
Nevada corporation, as Assignee, amending, renewing and
extending the term of that certain Lease effective January 1,
1978, between Xxxxxx Company, a Nevada corporation, as Lessor,
and Lessee with respect to Lots Eleven (11) and Twelve (12) in
Block Nineteen (19) of Xxxxx'x Las Vegas Townsite, and the
north one-half (1/2) of the vacated alley adjacent to the
south lot lines of said Lots, in Las Vegas, Xxxxx County,
Nevada, together with certain improvements located thereon, as
more particularly described therein, and that Xxxxxxx X.
Xxxxx, as the President of the Corporation, is hereby
authorized and instructed to execute and deliver the Lease,
for and on behalf of and in the name of the Corporation as the
Lessee, and to execute and deliver such other documents and to
take all such other actions as said President of the
Corporation may determine to be necessary or appropriate to
enter into the Lease and to effectuate the terms of the First
Amendment and to cause the Corporation to perform the
obligations and duties of the Lessee thereunder.
EXECUTED this the 27th day of August, 1997.
----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
----------------------------------------
Name: X. Xxxxxx Jacka
Title: Secretary
THE STATE OF NEW YORK '
COUNTY OF NEW YORK '
On this day personally appeared before me, a Notary Public in and for
the above State and County, XXXXXXX X. XXXXX, President of ELSINORE CORPORATION,
a Nevada corporation, known to me to be the person and officer whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the above instrument for the uses and purposes therein mentioned and as the act
and deed of said corporation.
GIVEN UNDER MY HAND and SEAL OF OFFICE, this 27th day of August, 1997.
Xxxxx XxXxxx
NOTARY PUBLIC in and for
New York County, New York
Print Name: _____________________
THE STATE OF NEVADA '
COUNTY OF XXXXX '
On this day personally appeared before me, a Notary Public in and for
the above State and County, X. XXXXXX JACKA, Secretary of ELSINORE CORPORATION,
a Nevada corporation, known to me to be the person and officer whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the above instrument for the uses and purposes therein mentioned and as the act
and deed of said corporation.
GIVEN UNDER MY HAND and SEAL OF OFFICE, this 27th day of August, 1997.
Xxxxxxx X. Fremont
NOTARY PUBLIC in and for
Xxxxx County, Nevada
Print Name: _____________________
EXHIBIT D
(TO FIRST AMENDMENT TO LEASE)
Certificate of Corporate Resolution Granting
Authorization to Lease
I, XXXXXXX X. XXXXXXXXX, President and Secretary of FOUR QUEENS,
INC., a Nevada corporation (the "Corporation"), certify the following facts:
1. The Corporation is organized and operating under the laws of
the State of Nevada, and is in good standing. No proceedings
for forfeiture of the certificate of incorporation or for
voluntary or involuntary dissolution of the Corporation are
pending.
2. Neither the articles of incorporation nor bylaws of the
Corporation limit the power of the Board of Directors to pass
the resolution below.
3. The Secretary keeps the records and minutes of the proceedings
of the Board of Directors of the Corporation, and the
resolution below is an accurate reproduction of the one
legally adopted in Board of Directors proceedings. It has not
been altered, amended, rescinded, or repealed, and it is now
in effect.
4. The following resolution has been duly adopted by the Board of
Directors:
RESOLVED, that the Corporation enter into that certain First
Amendment to Lease (the "First Amendment") dated effective May
14, 1997, between Xxxxxx Company, a Delaware corporation, as
Lessor, Elsinore Corporation, as Lessee, and the Corporation,
as Assignee, amending, renewing and extending the term of that
certain Lease effective January 1, 1978, between Xxxxxx
Company, a Nevada corporation, as Lessor, and Lessee with
respect to Lots Eleven (11) and Twelve (12) in Block Nineteen
(19) of Xxxxx'x Las Vegas Townsite, and the north one-half
(1/2) of the vacated alley adjacent to the south lot lines of
said Lots, in Las Vegas, Xxxxx County, Nevada, together with
certain improvements located thereon, as more particularly
described therein, and that Xxxxxxx X. Xxxxxxxxx, as the
President of the Corporation, is hereby authorized and
instructed to execute and deliver the Lease, for and on behalf
of and in the name of the Corporation as the Assignee, and to
execute and deliver such other documents and to take all such
other actions as said President of the Corporation may
determine to be necessary or appropriate to enter into the
Lease and to effectuate the terms of the First Amendment and
to cause the Corporation to perform the obligations and duties
of the Lessee thereunder.
EXECUTED this the 27th day of August, 1997.
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Titles: President and Secretary
THE STATE OF NEVADA '
COUNTY OF XXXXX '
On this day personally appeared before me, a Notary Public in and for
the above State and County, XXXXXXX X. XXXXXXXXX, President and Secretary of
FOUR QUEENS, INC., a Nevada corporation, known to me to be the person and
officers whose name is subscribed to the foregoing instrument, and acknowledged
to me that he executed the above instrument for the uses and purposes therein
mentioned and as the act and deed of said corporation.
GIVEN UNDER MY HAND and SEAL OF OFFICE, this 27th day of August, 1997.
Xxxxxxx X. Fremont
NOTARY PUBLIC in and for
Xxxxx County, Nevada
Print Name: _____________________
EXHIBIT E
(TO FIRST AMENDMENT OF LEASE)
Certificate of Corporate Resolution Granting
Authorization to Lease
We, Xxxx Xxxxxx, President, and Xxx Xxxxxx, Vice President and
Secretary, of XXXXXX COMPANY, a Delaware corporation (the "Corporation"),
certify the following facts:
1. The Corporation is organized and operating under the laws of the
State of Delaware, is authorized to do business in Nevada, and is in
good standing. No proceedings for forfeiture of the certificate of
incorporation or for voluntary or involuntary dissolution of the
Corporation are pending.
2. Neither the articles of incorporation nor bylaws of the Corporation
limit the power of the Board of Directors to pass the resolution below.
3. The Secretary keeps the records and minutes of the proceedings of
the Board of Directors of the Corporation, and the resolution below is
an accurate reproduction of the one legally adopted in Board of
Directors proceedings. It has not been altered, amended, rescinded, or
repealed, and it is now in effect.
4. The following resolution has been duly adopted by the Board of
Directors:
RESOLVED, that the Corporation enter into that certain First Amendment
to Lease (the "First Amendment") dated effective May 14, 1997, between
the Corporation, as Lessor, Elsinore Corporation, as Lessee, and Four
Queens, Inc., a Nevada corporation, as Assignee, amending, renewing and
extending the term of that certain Lease effective January 1, 1978,
between Xxxxxx Company, a Nevada corporation, as Lessor, and Lessee
with respect to Lots Eleven (11) and Twelve (12) in Block Nineteen (19)
of Xxxxx'x Las Vegas Townsite, and the north one-half (1/2) of the
vacated alley adjacent to the south lot lines of said Lots, in Las
Vegas, Xxxxx County, Nevada, together with certain improvements located
thereon, as more particularly described therein, and that Xxx Xxxxxx,
as the Vice President of the Corporation, is hereby authorized and
instructed to execute for and on behalf of and in the name of the
Corporation the Lease, and to execute and deliver such other documents
and to take all such other actions as said Vice President of the
Corporation may determine to be necessary or appropriate to enter into
the Lease and to effectuate the terms of the Lease and cause the
Corporation as to perform its obligations and duties as the Lessor
thereunder.
EXECUTED this the 9th day of September, 1997.
------------------------------
Xxxx Xxxxxx, President
------------------------------
Xxx Xxxxxx, Vice President and
Secretary
THE STATE OF TEXAS '
COUNTY OF XXXXXX '
This instrument was acknowledged before me on this the 9th day of
September, 1997, by XXXX XXXXXX, as President of XXXXXX COMPANY, a Delaware
corporation, on behalf of said corporation.
Xxxxx X. Xxxxxx
NOTARY PUBLIC, State of Texas
Print Name: _____________________
THE STATE OF TEXAS '
COUNTY OF XXXXXX '
This instrument was acknowledged before me on this the 9th day of
September, 1997, by XXX XXXXXX, a Vice President and Secretary of XXXXXX
COMPANY, a Delaware corporation, on behalf of said corporation.
Xxxxx X. Xxxxxx
NOTARY PUBLIC, State of Texas
Print Name: _____________________
