EXHIBIT 10.8.1
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Xxxxxxxx Love, Esq.
Xxxxxx & Xxxxxxx
Xxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
ASSIGNMENT OF GROUND LEASE
This Assignment of Ground Lease (this "Assignment") made this 6th day of
December, 2001 by and between Fitzgeralds Las Vegas, Inc., a Nevada corporation
("Assignor"), and Xxxxxx Nevada Gaming, LLC, a Nevada limited liability company
("Assignee" and, together with Assignor, the "Parties" and each, a "Party").
PRELIMINARY STATEMENTS
A. On September 5, 1995, Xxxx X. Xxxxxx, Xx., trustee, Xxxxx X. Xxxxxx,
Xxxxxxxxx Xxxxxxxx Xxxxxx and Xxxxx Xxxxxxx, executrix of the estate of Xxxx
Xxxxx Xxxxxx ("Landlord"), and Assignor entered into a written lease (the
"Lease") in which Landlord leased to Assignor and Assignor leased from Landlord
the land described in Exhibit "A" attached hereto (the "Premises").
B. The Parties hereto are parties to that certain Purchase and Sale
Agreement dated as of November 22, 2000, by and among Majestic Investor
Holdings, LLC, Fitzgeralds Las Vegas, Inc., 000 Xxxx Xxxxxx Limited Liability
Company, Fitzgeralds Mississippi, Inc., Fitzgeralds Gaming Corporation, and
certain other affiliates of the foregoing parties, as amended by that certain
First Amendment to Purchase and Sale Agreement dated as of December 4, 2000 and
as amended by that certain Second Amendment to Purchase and Sale Agreement
dated as of November 1, 2001, as assigned (as amended and assigned, the
"Purchase and Sale Agreement"), pursuant to which Assignor has agreed to assign
and transfer all Real Property Leases (as defined in the Purchase and Sale
Agreement) to Assignee.
C. The United States Bankruptcy Court for the District of Nevada, Northern
Division entered an order dated March 19, 2001 and an Amendment to that order
dated October 4, 2001, which approved the assumption and assignment of certain
executory contracts and unexpired leases, including this Lease, pursuant to
Section 365 of the Bankruptcy Code.
D. Assignor now wishes to assign all of its right, title and interest in
the Lease to Assignee and Assignee wishes to accept the assignment from
Assignor and assume all of Assignor's obligations under the Lease.
1
AGREEMENT
1. Effective Date of Assignment. The assignment in this Assignment shall
take effect on December 6th, 2001 at 11:59 p.m. Pacific Standard Time (the
"Effective Date"). Assignor shall deliver possession of the Premises to
Assignee Assignee on the Effective Date.
2. Assignment and Assumption. Assignor assigns and transfers to Assignee
all of its right, title and interest in the Lease as well as all appurtenances,
easements, licenses, permits, operating agreements and all other real property
interests and agreements relating to Assignor's use of the Premises, and
Assignee accepts the assignment and assumes and agrees to perform, from the
Effective Date, as a direct obligation to Landlord, all of the provisions in
the Lease.
3. Hold Harmless. If Assignee defaults under the Lease, Assignee shall
indemnify and hold Assignor harmless from all damages resulting from the
default. If Assignee defaults in its obligations under the Lease and Assignor
pays rent to Landlord; and/or fulfills any of the Assignee's other obligations
in order to prevent Assignee from being in default, Assignee shall immediately
reimburse Assignor for the amount of the rent or cost expended by Assignor,
together with interest on those sums at a rate of twelve percent (12%) per
annum. If Assignor defaults under the Lease at any time prior to Closing, as
defined in the Purchase and Sale Agreement, Assignor shall indemnify and hold
harmless Assignee from all damages resulting from the default. Notwithstanding
the foregoing, the covenants contained in this Assignment shall not supercede
those representations and warranties set forth in the Purchase and Sale
Agreement.
4. Miscellaneous. This Assignment is the entire agreement and supercedes
all prior agreements or representations, except as otherwise indicated in this
Assignment. This Assignment is binding on the Parties hereto, their successors
and assigns, and shall not confer any rights or remedies to any third person.
No waiver of any provision of this Assignment shall be valid unless the same is
in writing and signed by the Party against whom such waiver is sought to be
enforced. No valid waiver of any provision of this Assignment at any time shall
be deemed a waiver of any other provision of this Assignment. The Parties
warrant and represent that the individuals signing below are authorized and
empowered to enter into and execute this Assignment on behalf of each Party
respectively. This Assignment shall be governed by the laws of the State of
Nevada without giving effect to any choice or conflict of law provision and the
sole jurisdiction and venue shall be Xxxxx County, Nevada. All notices and
other communication shall be writing and sent by registered or certified mail
to the addresses listed in the Purchase and Sale Agreement or such other
addresses provided by the Parties.
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IN WITNESS WHEREOF, the Parties have set their hands as of the date and
year first written above.
ASSIGNOR:
Fitzgeralds Las Vegas, Inc.
a Nevada corporation
By: /s/ X. X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: President/CEO
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ASSIGNEE:
Xxxxxx Nevada Gaming, LLC,
a Nevada limited liability company
By:
-------------------------
Name:
-------------------------
Title:
-------------------------
3
IN WITNESS WHEREOF, the parties hereto have set their hands as of the date
and year first above written.
ASSIGNOR
FITZGERALDS LAS VEGAS, INC.,
a Nevada corporation
By:
-------------------------------
Name:
------------------------
Title:
------------------------
ASSIGNEE
XXXXXX NEVADA GAMING, LLC,
a Nevada limited-liability company
By: /s/ XXX X. XXXXXX
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Name: Xxx X. Xxxxxx
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Title: President
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STATE OF NEVADA )
) ss.
COUNTY OF XXXXX )
On December 4, 2001, personally appeared before me, a Notary Public,
Xxxxxx X. Xxxxxxxx as President/CEC of the Xxxxxxxxxx'x Las Vegas, Inc., a
Nevada corporation, who acknowledged that he executed the above instrument.
[SEAL] XXXXXXX X. FREMONT
------------------
Notary Public
STATE OF ILLINOIS )
) ss.
COUNTY OF XXXX )
On December 6, 2001, personally appeared before me, a Notary Public,
Xxx X. Xxxxxx as President of the Xxxxxx Nevada Gaming, LLC, a Nevada LLC,
who acknowledged that he executed the above instrument.
[SEAL] XXXXX X. XXXXXX
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Notary Public
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EXHIBIT A
DESCRIPTION OF THE PREMISES
Parcel Three (3):
Lots Seven (7) and Eight (8) in Block Thirty (30) of Xxxxx'x Las Vegas
Townsite, as shown by map thereof on file in Book 1 of Plats, Page 37, in the
office of the County recorder of Xxxxx County, Nevada.
Together with those portions of vacated alleys that lies adjacent to said lots
as provided for in that certain Order of Vacation recorded August 27, 1999 in
Book 990827 as Instrument/File No. 00495 of Official Records, Xxxxx County,
Nevada.
