ASSIGNMENT OF LEASES
This Assignment of Leases effective the 1st day of June, 1997 by and
between HARVEYS CASINO RESORTS, formerly known as XXXXXX'X WAGON WHEEL, INC.
(the Assignor'), a Nevada corporation, HARVEYS TAHOE MANAGEMENT COMPANY, INC.,
(the Assignee'), a Nevada corporation, and PARK CATTLE CO. (the Landlord'),
a Nevada corporation.
WITNESSETH
1. Assignor has entered into three Lease Agreements with Landlord as
follows:
A. The Parking Lease dated July 9, 1973, as amended on April 27,
1979, February 28, 1985 and June 1, 1997, a copy of which is attached hereto and
by this reference incorporated herein as Exhibit A';
B. The Xxxxxxx County, Nevada Open Space Lease dated February 28,
1985, as amended on June 1, 1997, a copy of which is attached hereto and by this
reference incorporated herein as Exhibit B';
C. The El Dorado County, California Open Space Lease dated February
28, 1985 and June 1, 1997, a copy of which is attached hereto and by this
reference incorporated herein as Exhibit C';
Said Leases are collectively referred to herein as the Leases'.
2. Assignee is a wholly owned subsidiary of Assignor.
3. Assignor desires to assign and Assignee desires to accept an
assignment of the Leases on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants
and conditions herein contained, Assignor and Assignee hereby agree as follows:
1. Assignment. Assignor does hereby assign all of its right, title and
interest in and to the Leases to Assignee.
2. Assignor Remains Obligated. Notwithstanding this Assignment,
Assignor acknowledges and agrees that it is not relieved of and remains bound to
observe and perform all of the covenants, terms and conditions of the Leases,
including, without limitation, the payment of rent thereunder.
3. Changes to Leases. Assignor acknowledges and agrees that Landlord and
Assignee may amend or modify any provision in the Leases, including the lease
term and provisions with respect to the payment of rent, without notice to or
the consent of Assignor and without in any manner releasing, waiving,
discharging or relieving Assignor from continued liability under the Leases, as
originally executed and subsequently amended or modified, and Assignor shall
remain liable under all terms, conditions, covenants and restrictions of the
Leases, as originally executed and as subsequently amended or modified.
4. Acceptance of Assignment. Assignee accepts the Assignment of the
Leases and assumes Assignor's obligation for the payment of rent and for the
full and faithful observance and performance of the covenants, terms and
conditions contained therein, and Assignee will, at Landlord's election, attorn
directly to Landlord in the event Assignor's Leases are terminated for any
reason.
5. Effective Date. This Assignment of Leases shall not enter in
effect unless and until all required governmental approvals of it have been
obtained, including, without limitation, the approval of the Nevada Gaming
Commission.
6. Consent to Assignment. Landlord hereby consents to the foregoing
assignment of
Leases. This consent to assignment is not intended to, and does not, alter,
abrogate or release HARVEYS CASINO RESORTS of its obligations under the Leases.
This consent to assignment shall not enter into effect unless and until all
required governmental approvals of it have been obtained, including, without
limitation, the approval of the Nevada Gaming Commission.
7. Recording. The Landlord, Assignor and Assignee will execute,
acknowledge and deliver to each other Memoranda of Assignment of Leases in form
suitable for recording in the office in El Dorado County, California, and
Xxxxxxx County, Nevada, in which such records are kept, which sets forth the
names of the Landlord, the Assignor and Assignee, a description of the Premises,
the term of the Leases, and such other provisions, if any, as may be required
under the laws of the State of California or Nevada to permit the recording of
the Memoranda and to make this Assignment of Leases superior to any
subsequently recorded document of title or mortgage relating to the Premises to
which the Leases are not expressly subordinated. Either the Landlord, the
Assignor or Assignee may at any time record the Memoranda of Assignment of
Leases in the office in El Dorado County, California, or Xxxxxxx County, Nevada,
as the case may be, in which records relating to title to real property are
kept.
IN WITNESS WHEREOF, Assignor, Assignee and Landlord have executed this
Assignment of Leases dated this 1st day of June, 1997.
ASSIGNOR: ASSIGNEE:
HARVEYS CASINO RESORTS, HARVEYS TAHOE MANAGEMENT
formerly known as COMPANY, INC.
HARVEYS WAGON WHEEL, INC.
By Xxxxxxx X. Xxxxxxx By Xxxxxxx X. Xxxxxxx
Its Chairman, President & CEO Its President
PARK CATTLE CO.
By Xxxxx Xxxx
Its President
