EXHIBIT (10)(a)(2)
FIRST AMENDMENT TO LEASE AGREEMENT
This First Amendment to Lease Agreement, made this 15th day of
January, 1985, between Resorts International, Inc., a Delaware
corporation ("Lessor") and Atlantic City Showboat, Inc., a New Jersey
corporation ("Lessee").
WITNESSETH:
BACKGROUND OF AGREEMENT
A. Lessor and Lessee's parent corporation, Ocean Showboat,
Inc., entered into a Lease Agreement ("Lease") for certain property
located in the City of Atlantic City ("Demised Premises"), as more
particularly described in the Lease, dated October 26, 1983.
B. On December 3, 1984, Ocean Showboat, Inc., assigned the
Lease to Lessee pursuant to the provisions of paragraph 13.1 of the
Lease.
X. Xxxxxx and Lessee desire to amend the Lease as set forth
herein.
NOW, THEREFORE, in consideration of the mutual covenants and
conditions contained herein and in the Lease, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. All words and terms used herein shall have the same meanings
as those set forth in the Lease, unless otherwise provided herein.
2. Paragraph 1 of the definitions section of the Lease, which
defines "Demised Premises", is amended by deleting therefrom Exhibit
"A", annexed to and made a part of the Lease, and substituting in its
place Exhibit "A", a metes and bounds survey by Xxxxxx X. Xxxxxx
Company & Associates, Inc., annexed hereto and by this reference made
a part hereof.
3. Article 2.2, subparagraph (a) is amended by inserting the
following before the last word ("or") in the subparagraph:
provided, however, that for each full day following December
18, 1984 when Lessor does not hold title to the Demised
Premises, one (1) day shall be added to the above three (3)
year period.
4. Article 2.3 is amended by deleting therefrom the first
sentence only and substituting in its place the following:
Lessee shall pay to Lessor as fixed annual rental a sum equal
to the number obtained by multiplying the number of feet of Boardwalk
frontage on the Demised Premises which is agreed to be 317 feet (for
the purposes of this Article, the Boardwalk is considered parallel to
Pacific Avenue) multiplied by Twenty Thousand and 00/100 ($20,000.00)
Dollars which sum equals Six Million Three Hundred Forty Thousand
($6,340,000) Dollars (hereinafter the "Rent") for each Lease Year.
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5. Article 2.5 is amended by deleting therefrom all references
to "$6,000,000" and substituting in their place the figure which
constitutes the Rent calculated pursuant to the provisions of Article
2.3, as modified by this Amendment to Lease; i.e., $6,340,000.
6. Article 3.1 is amended by deleting on line 9 the phrase "50
bowling lanes" and substituting therefor the phrase "60 bowling
lanes".
7. Article 3.4 is amended by adding to the end thereof the
following:
Annexed hereto as Exhibit "C", and by this reference made a
part hereof, is a metes and bounds description and a survey
drawing depicting the initial designated Staging Area, of
which Lessee may take possession under this Lease effective
upon execution of this Amendment to Lease and terminating on
December 1, 1987 unless earlier terminated by Lessor (said
secondary lease to be known as the "Staging Lease"). The
grant of the Staging Lease shall be conditioned upon
issuance of all necessary approvals from any agency having
or asserting jurisdiction over the matter, including,
without limit, the Housing Authority of the City of Atlantic
City. "Reasonable rent" for the purpose of this Article, 3.4
only, shall be defined as all costs of carrying the Staging
Area, including, without limit, taxes, utilities, rent and
assessments which may be charged against the parcel or
parcels initially or subsequently designated as the Staging
Area. Lessor reserves the right to cancel the use of the
Staging Area and the Staging Lease for the initial Staging
Area upon 90 days notice to Lessee. If so cancelled, Lessor
shall use its best efforts to provide a substitute staging
area at a reasonable rent.
8. Article 3.6 is deleted in its entirety and the following is
substituted in its place:
Subject to article 30.14 below, construction on the Building
shall begin on or before May 31, 1985 and shall be completed on or
before December 31, 1987.
9. Article 7.2 is amended by adding to the end thereof the
following:
In connection with the foregoing, Lessor agrees that,
to the extent required for convenient, efficient and economical
utility service to Lessee's Building, Lessor shall promptly grant such
easements to Lessee or to such parties providing utility services for
such portions of the Service Road and Service Road Extension
(hereinafter defined) as are necessary to provide utility service to
the Building and Demised Premises, including but not limited to water,
sewer, electric, gas, telephone, TV cable and storm sewer including
easements to accommodate installation of all fire hydrants and other
facilities required in connection with obtaining of all permits
necessary for the operation of the Building.
10. Article 9.1 is amended by adding the following after the
first sentence of the Article:
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Lessee acknowledges that the Demised Premises is subject to
certain tax liens and that such liens shall not constitute a default
of the above warranties. Lessee's liability in connection with such
tax liens shall be as provided in Article 2.6 above.
11. Article 9.9 is deleted in its entirety and the following is
substituted in its place:
Lessor will use its best efforts to obtain access from the
Demised Premises to any approved pedestrian skyway constructed
to any facility or connecting passageway on the north side of
Pacific Avenue.
12. Article 9.15 is amended by adding the following sentence:
For the purpose of this Article 9.15, "commencement of
construction" shall be defined as commencement of foundations or
superstructure work and shall not include piling and related
excavation work.
13. Article 9.13 is deleted in its entirety and the following
is substituted in its place:
Lessor covenants that the southern portion of the westerly line
of the Demised Premises shall be 552' from the easterly line of
Virginia Avenue, that the northern portion of the westerly line
of the Demised Premises shall be 577' from the easterly line of
Virginia Avenue as more particularly depicted in Exhibit "A",
annexed hereto and by this reference made a part hereof, and
that any structures constructed in the 210 foot area reserved
for the future development as depicted on Exhibit B
(hereinafter "210 foot area") between the southerly exterior
line of the tower of the hotel-casino on Lessor's Parcel south
to the City Boardwalk and east to the Demised Premises (other
than said hotel-casino or any integral part thereof) shall have
a maximum height from the City Boardwalk level of ten stories.
Such 210 foot area shall not be used for the maintenance of any
nuisance or for any use or other purpose which interferes,
except as set forth herein, with the use of the Building, the
Demised Premises and any operations thereon, or for any use or
other purpose not in keeping with the aesthetic appeal of
properties adjacent to the City Boardwalk. Lessee agrees that,
without limitation, usual, customary and reasonable
construction activities conducted on the 210' area shall not
constitute a nuisance. Lessor further covenants that, except
for column supports, enclosed chases for mechanical and
electric utilities, screen walls and like structures, which
items shall be installed subject to approval of all
governmental agencies or departments thereof having or claiming
jurisdiction over such matters, the 17 foot wide strip
immediately adjacent to the westerly line of the Service Road
Extension (defined below) shall serve as an egressway at grade
as set forth in paragraph 15.9. At not less than 16 feet above
grade level, or at any other height above grade level
authorized by governmental agencies, Lessor shall be permitted
to overbuild any portion of the 17 foot strip immediately
adjacent to the westerly line of the Service Road Extension
(hereinafter defined as "17 Foot Egressway") and the westerly
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33 feet of the Service Road. Lessor further covenants that,
subject to the height restriction set forth herein, the
easterly wall of any building constructed in the 210 foot area
by any party shall be not closer than seventeen (17') feet to
the westerly line of the Demised Premises. Lessor and Lessee
further covenant that the 17' wide Service Road Extension more
fully described below and the 17' wide egressway shall be
dedicated to the uses more specifically set forth in Article 15
below.
14. Article 15.1 is amended by deleting the last sentence
thereof and substituting in its place the following:
Lessor and Lessee covenant that they shall cooperate with each
other in coordinating the construction of the common facility referred
to in Article 15.3(c) below for its entire length from Pacific Avenue
to the Boardwalk as depicted and made part hereof in Exhibit "B",
which facility shall be completed not later than 90 days before the
Opening Date, provided, however, that the Lessee's construction does
not prevent access to the area in sufficient time to reasonably
construct the common facility and provided that Lessee provides to
Lessor a proposed opening date which is its best estimate of such date
and which is no earlier than September 1, 1986. The remaining common
facilities shall be completed within eighteen (18) months following
the Opening Date. All of the above is subject to the occurrence of any
force majeure event under Article 30.14 hereof and Lessee's
cooperation. Subject to the approval of any governmental agency or
department thereof having or claiming jurisdiction over the Service
Road and the Service Road Extension, Lessor and Lessee agree that, if
necessary to accommodate construction on the 210 foot area, for
purposes of this paragraph, completion of the Service Road and Service
Road Extension shall include construction of those components thereof
(including at a minimum the subbase materials) necessary to enable
Lessee to use such areas for the purposes described herein. Lessor
agrees that final completion of the Service Road and Service Road
Extension shall occur not later than 18 months after the Opening Date.
15. Article 15.2 is deleted in its entirety and the following
is substituted in its place:
Except as otherwise provided herein, the cost of construction
and reconstruction when necessary and expense of maintenance of the
Common Facilities as hereinafter defined shall be borne equally by
Lessor and Lessee. In the event that a governmental entity, or other
entity, shall make a grant of funds available for construction,
reconstruction and/or maintenance of all or a part of the Common
Facilities, and said funds are used therefor, Lessee shall be entitled
to a pro rata reimbursement/reduction of costs borne by it hereunder
on account of such construction, reconstruction and/or maintenance.
Lessor shall determine the cost, design, construction and
choice of contractor to be used in construction of all Common
Facilities; provided, however, that Lessor, shall consult with Lessee
on design determinations with respect to the Common Facility described
in Article 15.3(a). The pedestrian passageway shall be located in the
area depicted in the attached Exhibit X. Xxxxxx or its designee shall
manage the Common Facilities and shall make its books and records
related to said Common Facilities immediately available during normal
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business hours promptly after reasonable request by Lessee or an agent
of Lessee. With respect to the facility described in 15.3(a) hereof,
Lessor shall bear the cost of construction, reconstruction and expense
of maintenance for such facility from the casino to be constructed on
Lessor's Parcel to the westerly line of the Demised Premises; Lessee
shall bear the cost of construction, reconstruction and expense of
maintenance for such facility from said point to Lessee's Building.
Further, with respect to the facility described in Article 15.3(c)
hereof, Lessor shall bear the entire cost of construction,
reconstruction and expense of maintenance of such facility during the
Term of this Lease.
16. Article 15.3 is amended by deleting therefrom in their
entirety subparagraphs (b) and (c) and substituting in their place the
following:
(b) Deleted
(c) The approximately 50-foot wide Service Road as shown on the
plot plan annexed hereto as Exhibit "B" ("Service Road"), and the
approximately 17-foot wide Service Road Extension and ramp to
Boardwalk ("Service Road Extension") also shown on Exhibit "B". Lessor
warrants that the combined Service Road and Service Road Extension
shall have an intersection at Pacific Avenue, as depicted on Exhibit
"B" and shall include a ramp up to the Atlantic City Boardwalk, and
that the Service Road and Service Road Extension shall be constructed
in accordance with and shall include all appurtenances and amenities
required by all specifications, laws, rules, regulations, ordinances,
orders, directives and enactments of the City of Atlantic City,
Atlantic City Housing Authority, and any agency or department thereof
and any other governmental agency or department having or claiming
jurisdiction over construction and operation of such facilities.
Lessee's use of the Service Road from Pacific Avenue to a point
approximately 868 feet south of Pacific Avenue (said point being 70
feet south of the southerly end of Lessees loading dock as depicted on
Exhibit B) shall be limited to service vehicles providing deliveries
to the Building, trash removal and similar services. Lessee covenants
that passenger vehicles and buses to Lessee's Building shall be
precluded from utilizing the Service Road. Lessee further covenants
that its service vehicles shall enter and exit the Service Road at
Pacific Avenue. Notwithstanding the above limitations on Lessee's use
of the Service Road, the Service Road and Service Road Extension shall
be open and available at all times during the term of the Lease for
emergency vehicle access to the Atlantic City Boardwalk, the Building
and any structures to be constructed in the 210 foot area and for
emergency exiting from the Building and any structure to be
constructed in the 210 foot area, as required by any governmental
agency or department having or claiming jurisdiction over such
matters, and as more specifically set forth in Article 15.9 below. It
is expressly understood that the Lessor reserves the right to make any
use whatsoever of the Service Road and Service Road Extension,
provided that such use does not unreasonably interfere with the use by
Lessee as provided herein. Lessor shall be solely responsible for all
costs of permits, approvals, design, construction, maintenance and
repair of the Service Road and, Service Road Extension, and all
appurtenances and amenities (excluding utilities) required in
connection therewith during the term of the Lease. Lessee acknowledges
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that it shall be responsible for all costs of construction of any
improvements on the Demised Premises necessary to connect or utilize
the Service Road and Service Road Extension with the Building.
17. Article 15.3 is further amended by adding to sub-paragraph
(a) the following:
Lessor and Lessee agree that the pedestrian passageway shall be
constructed in a manner so as to reach an elevation of approximately
26' above mean sea level at the westerly line of the Demised Premises.
Lessor and Lessee also agree that the portion of the pedestrian
passageway located on or above the 210 foot area may, from time to
time, be redesigned, integrated into future construction, demolished,
reconstructed, placed out of use, or otherwise altered to accommodate
development at no cost to Lessee on the 210' area. Lessor agrees that
the location at which the pedestrian passageway penetrates the
Building wall shall not be changed and that the time when the
pedestrian passageway may be placed out of use for the reasons set
forth in this paragraph shall be limited to that reasonably necessary
to accomplish the development.
18. Article 15.3 is further amended by adding thereto the
following paragraph:
Paragraph (d): Within two (2) weeks of the date of execution of
this amendment, Lessor agrees to make available to Lessee schematic
drawings, in sufficient detail to locate the position and general
characteristics of the Service Road and Service Road Extension, and to
generally depict such facilities and all appurtenances and amenities
not located on the Demised Premises required in connection with
construction thereof. Lessor further agrees that it shall make
available to Lessee for its general information detailed engineering
and construction drawings depicting the Service Road and Service Road
Extension, promptly upon their completion.
19. Article 15.5(b) is amended by deleting therefrom in their
entirety subparagraphs (1), (2) and (3), and substituting in their
place the following:
(1) Facility described in Article 15.3(a): Lessor shall bear
that portion that applies to such facility from Lessor's hotel-casino
on Lessor's Parcel to the westerly line of the Demised Premises;
Lessee shall bear the remainder.
(2) Deleted.
(3) Facilities described in Article 15.3(c): Lessor shall bear
all taxes on the Service Road. Lessor and Lessee shall share the taxes
equally for the Service Road Extension.
20. Article 15.6 is amended by deleting from the first sentence
the "provisio" clause, and the clause following the "proviso" clause,
and substituting in their places the following:
provided, however, that the Lessor shall be entitled to the
entire award on account of a Taking of the Service Road and Service
Road Extension up to the full value of such facilities; Lessee shall
only be entitled to any additional sum made as an award which is
awarded to recompense it for its easement for use of the Service Road
and Service Road Extension for ingress and egress from its loading and
service docks, and for emergency egress and exiting purposes as more
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specifically set forth in Article 15.9, below, or awarded to
recompense for all costs which may be incurred by Lessee in acquiring
and constructing alternate emergency egress facilities as required by
all governmental agencies or departments thereof having or claiming
jurisdiction thereover.
21. Article 15 is amended by adding thereto the following new
paragraphs:
15.8: (a) In addition to any of the rights of Lessee to any
areas described herein, Lessor grants and conveys to Lessee, for the
benefit of Lessee and its contractors, subcontractors, employees,
invitees and licensees, a nonexclusive license over and across those
certain parcels of real property owned by Lessor and more particularly
described and depicted in Exhibit "F", annexed hereto and by this
reference made a part hereof, for use by Lessee in connection with
construction of the Building for the temporary stockpiling of
excavated material until completion of the foundations, said license
to terminate upon completion of the foundations for Lessee's building.
(b) In addition to any of the rights of Lessee to any areas
described herein, Lessor grants and conveys to Lessee, for the benefit
of Lessee and its contractors, subcontractors, employees, invitees and
licensees, a nonexclusive license over and across those certain
parcels of real property owned by Lessor and more particularly
described and depicted in Exhibit "G", annexed hereto and by this
reference made a part hereof, for use by Lessee in connection with
construction of the Building for ingress and egress to and from the
Demised Premises by construction and construction-related vehicles.
The license for the area east of the Demised Premises as depicted on
Exhibit G shall be revocable by Lessor on 90 days notice to Lessee.
The license for the area west of the Demised Premises as depicted on
Exhibit G shall be irrevocable and shall continue until the Opening
Date, at which time such license shall expire without further action
of the parties.
15.9: In addition to any of the rights of Lessee to any areas
described herein, Lessor grants and conveys to Lessee, for its benefit
and for the benefit of its employees, tenants, invitees and licensees,
a non-exclusive and irrevocable easement for the term of the Lease,
upon, over and across the Service Road, the Service Road Extension and
the 17 Foot Egressway, as more particularly described in Exhibits B
and D, annexed hereto and by this reference made a part hereof
(hereinafter referred to as "Egress Areas") for purposes of emergency
vehicle access to the Building and to any structure to be constructed
in the future in the 210 foot area and to the Atlantic City Boardwalk
and for purposes of emergency exiting from the Building and any
structure to be constructed in the 210 foot area, such easement to
include surface and air rights over the area marked such in Exhibits B
and D and surface rights only for the area marked such in Exhibits B
and X. Xxxxxx and Lessee covenant and agree that, for the term of the
Lease, no use shall be made of the Egress Areas which is contrary to
emergency exiting procedures and emergency vehicle access
requirements, as approved by all governmental agencies or departments
having or claiming jurisdiction over such emergency matters. Lessor
specifically reserves the right to utilize the Egress Areas in any
manner consistent with the approvals or limitations of such agencies,
provided such uses do not prevent the uses granted to Lessee herein.
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Lessor further covenants and agrees with Lessee that for the term of
the Lease, and with the exception of certain supporting columns and
other facilities generally described in paragraph 9.13, the easterly
17 feet of the Service Road and the Service Road Extension shall
remain open to the sky and unobstructed. Lessor retains all of its
rights to construct in the air rights over both the westerly 33 feet
of the Service Road and the seventeen (17') foot wide strip
immediately adjacent to the westerly line of the Service Road
Extension, at such height and pursuant to such approvals and
conditions as may be permitted or required by all governmental
agencies or departments thereof having or claiming jurisdiction over
such matters, which clear height shall be not less than sixteen (16')
feet above grade.
15.10: Lessee covenants that to the extent required to provide
adequate exiting from the Building and any building to be erected in
the 210' area, it will not construct or erect or build, permit, allow
or suffer to be constructed, erected or built any obstructions except
stair towers for exiting the Building within the 17 feet west of the
westerly wall of the Building.
15.11(a) Lessor acknowledges that an agency has sought from
Lessee a commitment that, if an exterior open area for public
emergency exiting shall become available to the east of the Demised
Premises, Lessee will agree, subject to obtaining all required
approvals for use of such areas, to construct exits through the
easterly wall of the Building onto such public, exterior open exiting
areas as may become available. To the extent that such exiting areas
become available in the future, and to the extent that Lessee may
become obligated to provide exits through its easterly wall into such
areas, Lessor and Lessee agree to cooperate with each other in making
such egress areas available.
(b) If such exterior open areas become available in the future,
and if Lessee provides exits through its easterly wall into such
areas, Lessee covenants that it shall utilize only eight and one half
feet (8 1/2') east ("8 1/2 foot area") from the easterly wall of its
Building for such exiting. Lessee agrees that it will design any such
exiting through the easterly wall of the Building to limit the area
required at grade east of the Demised Premises to a width of 8 1/2
feet to accommodate such exiting and that such design shall not
provide for any structures within or doors opening into such 8 1/2
foot area. Lessee agrees to allow Lessor to review and comment on such
design as it progresses. If the above conditions are met, Lessor
agrees to grant to Lessee and Lessee agrees to accept from Lessor a
non-exclusive easement for surface exiting (not including air rights)
on the 8 1/2 foot area for a period to correspond to the term of this
Lease. Consideration for any easement or leasehold east of the
building for such exiting shall be computed in the same manner as Rent
pursuant to Article 2.3; i.e., at $20,000 per Boardwalk foot per year
for a total of $170,000 annually (8.5 x $20,000). Such sum or sums
shall be added to the Rent herein and paid from Lessee to Lessor as
additional Rent.
15.12 (a) Depicted and described in Exhibit E, annexed hereto
and by this reference made a part hereof, is a portion of the Demised
Premises which Lessor and Lessee have agreed shall be temporarily
dedicated by Lessee for use as a portion of the Service Road. Lessor
acknowledges that construction of a portion of the Service Road on the
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area described in Exhibit E (hereinafter referred to as "Triangle")
will facilitate access to and from Lessee's Building and the 210 foot
area which abuts the Service Road. Accordingly, Lessee grants to
Lessor an easement to construct, maintain and utilize a portion of the
Service Road on the Triangle, said easement to be co-extensive with
the term of this Lease, subject to the termination provisions set
forth below, and pursuant to such easement to use the Triangle for the
purpose of an unobstructed Service Road and consistent with those
purposes described in Article 15.3 of the Lease.
(b) Lessor represents, warrants and covenants to Lessee that,
if Lessor obtains title to the All Wars Memorial Building and the real
property on which said building is erected (hereinafter referred to as
the "City Property"), the Service Road within a reasonable time
thereafter will be realigned as more particularly described in
subparagraph c hereof and upon such realignment, without further
action of the parties, all rights of Lessor to use the Triangle
pursuant to the easement granted in subparagraph (a) hereof will
cease, the easement will terminate and Lessee will again be entitled
to exclusive and quiet possession of the Triangle free of any interest
of Lessor.
(c) Lessor represents, warrants and covenants to Lessee that
the portion of the City Property described and depicted in Exhibit H
annexed hereto will be added to and become a part of the Demised
Premises, without cost to Lessee and without any increase in the rent
provided in the Lease, upon Lessor's acquisition of the City Property
and realignment of the Service Road. Additionally, at the time of such
acquisition, Lessor will cause the Service Road to be realigned so
that the easterly line of the Service Road abuts the westerly line of
the Demised Premises including the 25' x 80' parcel depicted in
Exhibit H.
22. Article 23.1 is amended by deleting therefrom the address
for notice "to the Lessee" and substituting in its place the
following:
ATLANTIC CITY SHOWBOAT, INC.
X.X. Xxx 000
Xxxxxxxx Xxxx, X.X. 00000
23. Article 30 is amended by adding thereto the following new
section:
30.17: Pursuant to the provisions of Section 82(c)(9) of the
Casino Control Act, N.J.S.A.5:12-82(c)(9), Lessor and Lessee
acknowledge that the New Jersey Casino Control Commission has
concluded that each is jointly and severally liable for all acts,
omissions and violations of the Casino Control Act with respect to the
Demised Premises by the other regardless of actual knowledge of such
act, omission or violation and notwithstanding any provision in this
Lease to the contrary; provided, however, that the provisions of this
paragraph shall not be applicable until such time as Lessee is granted
an Operations Certificate. Lessor and Lessee acknowledge that the
above is not the result of their mutual bargain, but rather, mandated
by the New Jersey Casino Control Commission's interpretation of the
Casino Control Act. If for any reason such interpretation no longer
obtains or is declared invalid the above shall immediately become null
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and void. Lessor and Lessee reserve their respective rights to
challenge in a court of law or equity this provision of the Lease and
if such court, for any reason, declares that the New Jersey Casino
Control Commission or any other State authority lacks the authority to
require this provision, it shall be null and void.
24. Lessor agrees that it shall perform such further acts,
execute all documents necessary to carry out the provisions of this
agreement.
25. Except as specifically modified by this amendment, all
provisions of the Lease are ratified and confirmed by Lessor and
Lessee.
26. This amendment shall be binding upon, and shall inure to
the benefit of, the parties hereto and their successors and assigns.
IN WITNESS HEREOF, Lessor and Lessee have caused this First
Amendment to Lease Agreement to be executed the date indicated above.
ATTEST: RESORTS INTERNATIONAL, INC.
/s/ Xxxx X. Xxxxxxxx By: /s/ X.X. Xxxxx, Xx.
ATTEST: ATLANTIC CITY SHOWBOAT, INC.
/s/ X. Xxxxxxx Masky By: /s/ Xxxxx X. Xxxxxx
Secretary XXXXX X. XXXXXX, President
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ACKNOWLEDGMENT
STATE OF NEW JERSEY )
ss
COUNTY OF ATLANTIC )
BE IT REMEMBERED THAT on this 15th day of January, 1985 before
me, the subscriber, a Notary Public of New Jersey, personally appeared
X.X. Xxxxx, Xx. of Resorts International, Inc. who I am satisfied is
the person who signed the within instrument, and he acknowledged that
he signed, sealed with the corporate seal and delivered the same as
such officer aforesaid, and that the within instrument is the
voluntary act and deed of such corporation.
/s/ Xxxx X. Xxxxxxxx
STATE OF NEVADA)
ss
COUNTY OF XXXXX)
BE IT REMEMBERED THAT on this 17th day of January, 1985 before
me, the subscriber, a Notary Public of the State of Nevada, personally
appeared Xxxxx X. Xxxxxx, President of Atlantic City Showboat, Inc.,
who I am satisfied is the person who signed, sealed with the corporate
seal and delivered the same as such officer aforesaid, and that the
within instrument is the voluntary act and deed of such corporation.
/s/ Xxxx X. Xxxx
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