Exhibit 10.15a
GROUND LEASE
------------
This Ground Lease Agreement is made as of the 27th day of February, 1996
("Agreement"), by and between XXXX X. XXXXXXX, trustee of Xxxx X. Xxxxxxx
Revocable Trust dated December 28, 1986 (hereinafter referred to as "Lessor"),
and XXXX X. XXXXXXX-XXXXXXX, L.P., a Missouri limited partnership (hereinafter
referred to as "Lessee").
W I T N E S S E T H:
WHEREAS, Lessor owns certain unimproved real property located in Taney
County, Missouri; and
WHEREAS, Lessor wishes to lease to Lessee, and Lessee wishes to lease the
property from Lessor, for the purpose of constructing a full service hotel and
convention center thereon.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties agree as follows:
1. PROPERTY. For and in consideration of the rent to be paid and the
--------
covenants to be performed by Lessee hereunder, Lessor hereby leases to Lessee
the real property described in Exhibit "A" attached hereto and made a part
hereof (the "Property").
2. LEASE TERM. The term of this Lease shall be for a period of fifty
----------
(50) years (the "Lease Term"), commencing as of August 1, 1995 (the
"Commencement Date") and terminating on July 31, 2045, both dates inclusive.
(a) Extended Term. Lessee shall be entitled to extend the term of
-------------
the Lease for ten (10) years, provided that Lessee is not in default under
the terms of this Agreement. Lessee shall give written notice of the intent
to extend at least ninety (90) days prior to the expiration of the Lease.
The terms of this Agreement shall remain except the Base Rent (as defined
herein).
3. RENT.
----
(a) Rent. Commencing upon the earlier of Lessee's receipt of a
----
certificate of occupancy from Taney County or the commencement of business
operations on the Property, Lessee agrees to pay to Lessor annual rent as
follows: Year 1 - $80,000.00
Year 2 - $120,000
Year 3 and thereafter - The greater of One Hundred Fifty Thousand and
No/100 Dollars ($150,000.00), or the sum of two percent (2%) of the
first Twelve Million Dollars ($12,000,000.00) of Lessee's adjusted
gross revenues derived from room sales ("AGRS") on the Leased
Premises; one and one-half percent (1.5%) of the next Six Million
Dollars ($6,000,000.00) and one percent (1%) of the AGRS in excess of
Eighteen Million and No/100 Dollars ($18,000,000.00), and one percent
(1%) of the first Six Million Dollars ($6,000,000.00) of the adjusted
gross revenues derived from food and beverage sales ("AGFB") and one-
half percent (.5%) of Lessee's AGFB thereafter. Adjusted gross
revenues for room
2
sales and food and beverage sales (including revenues from banquet
room rentals) shall be defined as gross revenues less all concessions,
adjustments and taxes. The rent shall commence on March 1, 1997.
(c) Payment of Rent. The Rent shall be payable in annual
---------------
installments on the first day of each year. Rent for any partial year
shall be prorated.
Unless and until Lessee is otherwise notified in writing by Lessor,
Lessee shall pay all rent and other amounts payable to Lessor under this
Agreement by check or draft made payable to Lessor and either hand
delivered or mailed by Lessee to Lessor's address shown in Section 20
herein.
4. LESSOR'S REPRESENTATIONS, WARRANTIES, AND COVENANTS. Lessor hereby
---------------------------------------------------
represents, warrants, and covenants the following to Lessee:
(a) Suitability. Lessor knows of no circumstances or conditions
-----------
which would render the Property inappropriate for the construction and
operation of hotel and restaurant facilities.
(b) Title. Lessee has good and marketable fee simple title to the
-----
Property.
(c) Contracts. It is understood by the parties hereto that Lessee
---------
intends to use the Property for the construction and operation of a hotel
and accompanying restaurant facilities. There are no licenses, contracts,
or leases to which Lessor is a party and which materially and adversely
affect the ownership or management of the Property, as set forth herein.
3
(d) Zoning. Under the zoning and ordinances applicable to the
------
Property, the anticipated use of the Property as a hotel with accompanying
restaurant facilities is proper and does not violate those laws or
ordinances.
(e) Availability. There are no adverse or other parties in
------------
possession of the Property, or of any part thereof. No party has been
granted any license, lease, or other right relating to the use of a
possession of the Property or any party thereof.
(f) Adverse Actions. There is no pending or threatened litigation or
---------------
governmental action which would adversely affect the value of the Property
or Lessee's right to lease the Property for Lessor. Lessor has received no
notice from any governmental authority of violations with respect to the
Property which have not been heretofore corrected, and there is no planned
or commenced public improvement which may result in special assessments or
otherwise materially affect the Property, or any government agency or court
order requiring repair, alteration, or correction of any existing with
respect to the Property.
(g) Disputes. Lessor is not aware of any boundary, survey, or title
--------
questions or disputes with respect to the Property.
(h) Hazardous Materials.
-------------------
(i) Definitions. The term "Hazardous Materials" shall mean any
substance, (1) the presence of which requires investigation or
remediation under any federal, state or local statute, regulation,
ordinance or policy; or
4
(2) which is defined as a "hazardous waste" or "hazardous substance"
under any federal, state or local statute, regulation or ordinance; or
(3) which is toxic, explosive, corrosive, infectious, carcinogenic or
otherwise hazardous; or (4) without limitation, contains asbestos,
polychlorinated biphenyls (PCB's), oil, petroleum, petroleum products
or fractions thereof, volatile organic compounds, semi-volatile
organic compounds, or heavy metals. The term "Adverse Environmental
Condition" shall mean any condition which has already caused, or can
reasonably be expected to cause, a serious diminution in the quality
or quantity of the air, water, land (including soil and subsurface),
and wildlife located on, above or below the Property.
(ii) Warranty and Covenant. Lessor warrants that the Property
has not been contaminated or polluted by, or used for the storage or
disposal of any Hazardous Material, and Lessor has received no notice
from any governmental authority concerning the presence or removal of
any Hazardous Material on or adjacent to the Property. Lessor
covenants that it will notify Lessee immediately in the event that
evidence of an adverse environmental condition is discovered during
the term of this Lease, or an event occurs which may result in an
adverse environmental condition, including, but not limited to,
release, emission or spill of hazardous substances.
5
(iii) Correction of Adverse Condition. Upon the discovery of
evidence of an adverse environmental condition, Lessor shall
immediately undertake an investigation to determine whether an adverse
environmental condition does exist and, if so, the nature and extent
thereof. Lessor shall engage such experts as may reasonably be
required to perform its obligations hereunder. Lessor shall provide to
Lessee copies of all information and reports which it receives in
connection with the investigation. Lessor shall then formulate a plan
of remediation (the "Plan"). Lessee shall be provided with a copy of
the Plan. The Plan shall comply, in all respects, with all applicable
federal, state and local laws, regulations and policies, and shall
have the approval, if required, of all applicable governmental
authorities possessing jurisdiction.
(iv) Indemnification. Lessor agrees to fully indemnify,
protect, defend and hold Lessee, its successors and assigns, harmless
from and against any and all claims for damage, loss or liability,
including reasonable attorney fees, as a result of any discovery of
Hazardous Materials on the Property or other Adverse Environment
Condition unless Lessee contributed to the presence of the Hazardous
Materials or caused the Adverse Environmental Condition. Nothing
contained herein shall be deemed to prohibit Lessor from collecting
some or all of the costs of remediation from other, potentially
responsible parties.
6
(i) Prior Uses. The Lessor knows of no prior uses of the
----------
Property which would diminish the Property's value. For example, such
prior uses might include the Property's use as a cemetery, a site for
chemical testing or manufacture, or as a dumping ground for refuse.
(j) Continuing Suitability. From and after the date of this
----------------------
Agreement, Lessor shall keep the Property free and clear of all
easements, liens or encumbrances.
(k) Authority. Lessor warrants and represents to Lessee that
---------
Lessor has full right and lawful authority to enter, execute and
deliver this Agreement to Lessee.
(l) Non-Competition. Lessor shall not permit or suffer to be
---------------
constructed or operated on property owned by Lessor or a related
entity under the control of Lessor within five (5) miles of the
Property as a hotel or motel business (including any business which
customarily rents rooms, suites or apartments for periods of less than
thirty (30) days) for a period of ten (10) years. Lessor shall record
a declaration or covenant restricting the use of the property affected
by this section.
6. CONDITIONS PRECEDENT. The obligations of Lessor and Lessee hereunder
--------------------
shall be subject to the satisfaction of the following conditions precedent:
(a) That all representations and warranties made by the parties
herein shall be true and correct as of the Commencement Date.
7
(b) Lessee receives all necessary federal, state, and local
government approval for use of the Property and the improvements to be
constructed upon thereon as a hotel.
In the event that Lessee shall not receive approval as specified
in this Section 6(b), Lessee shall be discharged of all obligations
hereunder and relieved from any liabilities to Lessor.
7. CONSTRUCTION OF HOTEL BY LESSEE.
-------------------------------
(a) Construction Documents. On or before January 1, 1996, Lessee
----------------------
shall submit to Lessor for its approval, which shall not be unreasonably
delayed or withheld, plans and specifications for the construction of a
hotel on the Leased Property.
(b) Construction. On or before March 1, 1996, the Lessee shall
------------
commence construction of the hotel and parking facilities on the Leased
Property. The Lessee shall diligently pursue the work to completion, and
the hotel shall be fully ready to open for business not later than March 1,
1998, except as such date may be extended by the number of working days
lost by reason of strikes, fire, acts of God, or other events beyond the
Lessee's control.
(c) Easements for Utilities. Lessee shall have the right to enter
-----------------------
into agreements with and grant easements and licenses over and across the
Property to suppliers of utility services including, without limitation,
gas, electricity, telephone, water and sewer, to the extent necessary to
service the improvements,
8
and Lessor agrees to consent thereto and execute any documents, agreements
and instruments reasonably required in connection therewith.
(d) Completion Documents. Upon the completion of the hotel, the
--------------------
Lessee shall deliver to the Lessor each of the following:
(i) A certificate of completion by the architect who
supervised the construction, which will state that all work has been
completed in accordance with the approved plans and specifications.
(ii) A certificate of occupancy, or any equivalent permit or
certificate from Taney County, Missouri, indicating the hotel is
complete and ready for occupancy by the general public.
(iii) A survey of the Leased Property, showing the completed
hotel and parking facilities, indicating that there are no
encroachments by either on any adjoining premises.
(e) Certificate of Title. Within thirty (30) days after the
--------------------
completion of the hotel, the Lessee shall deliver to the Lessor a
certificate from a title company doing business in Taney County, Missouri,
currently dated, that the time for the filing of mechanic's, materialman's,
and similar liens has expired, or, if such is not the case, that a search
of the record shows that no such liens then encumber the Leased Property.
If the latter information is furnished by the title company, within one
hundred eighty days (180) days thereafter, the Lessee shall deliver a
further
9
certificate of the title company indicating that no such liens then
encumber the Leased Property.
8. RIGHT OF FIRST REFUSAL. In the event that the Lessor receives from
----------------------
any third party, during the Lease term, or any extension thereof, an acceptable
bona fide offer to purchase the Property, or any portion thereof, the parties
agree that Lessor may not sell or transfer the Property (or portion thereof) to
such third party without transmitting an offer (the "Offer") to Lessee with
respect to the Property (or portion thereof) that Lessor proposes to transfer.
The Offer transmitted to Lessee shall specify all of the following:
(a) Lessor's intention to transfer the Property, or portion thereof;
(b) The name and address of the proposed transferee or transferees
(the "Transferee"); and
(c) The price that the transferee proposes to pay the Lessor for the
Property (or portion thereof) and all other terms and conditions of the
proposed transfer.
Within thirty (30) days after receipt of the Offer from Lessor, the
Lessee may elect to purchase the Property (or portion thereof) at the
purchase price and on the terms and conditions as specified in the Offer,
by so notifying the Lessor, and the sale to Lessee shall be closed by the
parties within thirty (30) days after Lessor's receipt of such notice from
Lessee. If the Lessee fails to elect to purchase the Property (or portion
thereof) within the thirty (30) day period, then Lessor may transfer the
Property (or portion thereof) to the Transferee; provided, however,
10
that the Lessor may not offer to sell the Property (or portion thereof) to
the Transferee or to any other party at a price and on terms more favorable
than those offered to the Lessee unless the Lessee is first given an offer
to purchase at such favorable price and terms, as provided herein.
9. INSURANCE. At all times during the Lease Term, Lessee shall maintain
---------
in force and effect, at its own cost and expense, a policy or policies of Public
Liability Insurance for the protection, indemnification and defense of Lessee
against claims, demands and causes of action arising out of or in connection
with the use, maintenance, operation and occupancy of the Property, which policy
or policies shall have limits of not less than One Million Dollars
($1,000,000.00) combined limits coverage per occurrence for bodily injury
liability and property damage liability. At Lessor's request, Lessee shall name
Lessor's mortgagee as an additional insured under any policy of liability
insurance. All insurance required to be maintained under the provisions of this
Lease shall be written by insurer(s) which Lessor shall reasonably approve as to
financial ability, and authorized to write insurance in the state where the
Property is located. Upon request of Lessor, Lessee shall cause the insurer(s)
to furnish Lessor certificate(s) evidencing the insurance required to be
maintained hereunder naming the Lessor as additional insured.
10. COVENANTS AGAINST LIENS. If, because of any act or omission of
-----------------------
Lessee, any mechanic's lien or other lien, charge or order for the payment of
money shall be filed against Lessor or against the Property or improvements,
Lessee shall, at its own cost and expense, cause the same to be discharged; and
Lessee shall indemnify and hold harmless Lessor against and
11
from all costs, liabilities, suits, penalties, claims and demands resulting
therefrom. lessor and Lessee agree that Lessee shall have the right to contest
any lien filed against the Property or the improvements thereon.
11. TAXES.
-----
(a) Lessee to Pay Taxes. Lessee agrees to pay all "Taxes" ( as that
-------------------
term is hereinafter defined) against the Property becoming due or payable
during the term of this Lease, and a pro-rata portion of the installment of
Taxes becoming due and payable during the years that this Agreement
commences and expires, said pro-rata share to be determined as of the
Commencement Date and expiration date of this Agreement and in the
customary method of prorating real estate taxes in Taney County, Missouri.
Lessee shall not be obligated to pay any installment of any special
assessment which may be assessed, levied or conformed during the Lease
Term, but which does not fall due and is not required to be paid until
after the expiration of this Agreement, except for a pro-rata share of the
installment becoming payable next following the expiration of this
Agreement.
(b) Taxes Defined. As used herein, the term "Taxes" shall mean all
-------------
taxes, assessments and levies, whether general or special, ordinary or
extraordinary, of every nature and kind whatsoever, which may be taxed,
charged, assessed, levied or imposed at any time or from time to time
during the Lease Term by any governmental authority upon or against the
Property or the possession or use thereof. The term "Taxes" shall not
include (and Lessee shall not be
12
required to pay) any franchise, estate, inheritance, transfer, income or
similar tax of Lessor, including, but not limited to, any income tax
imposed with respect to Lessor's income from the Property.
(c) Payment of Taxes. The Taxes above provided to be paid by Lessee
----------------
shall be paid before any delinquency can occur therein or in any part or
installment thereof, and proof of payment shall be delivered at the request
of Lessor. In the event Lessee fails to pay such Taxes, Lessor may, but
shall not be required to, pay the same for the Lessee's account, and such
payment shall constitute and be collectible as additional rent.
(d) Tax Notices. Lessor will promptly deliver to Lessee any and all
-----------
tax notices or assessments which Lessor may receive relating to the
Property.
12. UTILITIES. Lessee, at its sole cost and expense, shall obtain and
---------
promptly pay for all utility services required for the operation of or
furnished to or consumed on the Property, including, without limitation,
electricity, gas, water, sewer, heat, telephone, garbage collection, and all
charges for any of the foregoing.
13. DESTRUCTION BY FIRE OR OTHER CASUALTY. In the event that the
-------------------------------------
improvements to be constructed on the Property by Lessee shall be totally
destroyed by fire or other casualty, Lessee shall not be required to rebuild.
Instead, Lessee may elect, within ninety (90) days after the date of loss to
terminate this Agreement. If the improvements constructed upon the Property by
Lessee are only partially destroyed, Lessee shall promptly reconstruct the
improvements to its condition immediately prior to the fire or other casualty.
13
In the event of a complete loss and termination of this Agreement, the
rent shall cease to be payable as of the date of loss. In the event of a
partial loss, the rent shall be reduced the same percentage as the percentage of
the building which is unusable.
14. ASSIGNMENT AND SUBLETTING. Lessee shall not assign this Lease in
-------------------------
whole or in part, or sublet all or any part of the Property, except as provided
herein, without obtaining the prior written consent of Lessor, which consent
shall not be unreasonably withheld. Lessee may sublet or assign this Lease to
an affiliated company. An affiliated company is any business entity in which
Xxxx X. Xxxxxxx Hotels, Inc. or Xxxx X. Xxxxxxx Hotels Two, L.P., together or
separately, hold a beneficial or equitable interest in greater than one-third
(1/3) of the company's assets.
15. INDEMNIFICATION OF LESSOR. Lessee shall defend, indemnify and hold
-------------------------
Lessor harmless from and against any claim, loss, expense or damage to any
person or property in or upon the Property or any area allocated to or used
exclusively by Lessee or their customers, agents, employees or invitees arising
out of Lessee's use or occupancy of the Property, or on adjoining sidewalks,
streets or ways, or any act or neglect of Lessee or Lessee's invitees,
employees, contractors, customers, or agents, except claims for damages or
injuries (including death) caused in whole or in part by the willful or
negligent act(s) of Lessor or the agents, servants, or employees of Lessor.
16. ADDITIONS AND IMPROVEMENTS BY LESSEE. At Lessee's sole expense,
------------------------------------
Lessee may construct a hotel and accompanying facilities on the Property and may
make other alterations, additions or improvements in or to the Property. Lessee
shall provide Lessor
14
with proposed architectural and engineering plans as soon as practical after the
execution of this Agreement. Lessor shall have the right to review the proposed
plans for improvements of the Property and to approve the plans provided,
however, Lessor may not unreasonably withhold their approval. All alterations,
additions and improvements constructed on the Property shall remain on the
Property at the expiration of the Lease Term.
Outside signage will be allowed to identify and advertise activities
located on the Property. Lessee shall provide Lessor with proposed outside
signage plans prior to signage being erected. Lessor shall have the right to
review and approve proposed plans, and Lessor agrees that its approval will not
be unreasonably withheld.
17. CONDEMNATION. If, during the Lease Term, any part of the Property
------------
is condemned or taken by eminent domain, or if any street or entrance providing
access to the Property is permanently closed or blocked, and the Property is
thereby rendered unsuitable or inadequate for the continuation of Lessee's
normal, full-scale business operations thereon as reasonably determined by
Lessee, then, at Lessee's option, Lessee may terminate this Lease as of the date
of such occurrence. If this Lease is so terminated, the entire award
attributable to the Property made by the condemning authority shall be paid to
Lessor, without, however, limiting the right of Lessee to assert a claim in the
condemnation proceeding for the value of its leasehold improvements and
goodwill. If such occurrence does not render the Property unsuitable or
inadequate for such purposes, this Lease shall remain in full force and effect;
and the entire award attributable to the Property made by the condemning
authority shall be paid to Lessor, although
15
Lessee may assert a claim in the condemnation proceeding for its business
interruption or diminution loss.
18. DEFAULT. If Lessee should default in the performance of any
-------
covenant or condition of this Lease (except for default in the payment of any
rent or other amount due to Lessor hereunder, which Lessee must cure within
thirty (30) days after service of written notice thereof upon Lessee and such
default is not cured or removed within ninety (90) days after service of written
notice of default upon Lessee and/or Lessee fails to make a reasonable effort to
cure the default within the ninety (90) day period set forth above, Lessor shall
have the right to sublet the premises for the benefit of Lessor and Lessee or
terminate this Lease, in which event Lessor shall pay to Lessee eighty percent
(80%) of the fair market value of the improvements constructed on the Property.
The fair market value of the improvements shall be determined as of the date of
the termination of this Agreement by independent appraisal and arbitration as
follows: One appraiser shall be selected by Lessor, one by the Lessee, and a
third by the first two appraisers chosen. The decision of a majority of the
appraisers shall be binding on Lessor and Lessee. In the event of arbitration as
set forth herein, closing shall occur no later than thirty (30) days following
the decision by the appraisers.
19. COVENANT OF QUIET ENJOYMENT. Upon payment by the Lessee of the rent
---------------------------
herein provided, and upon the observance and performance of all covenants, terms
and conditions on Lessee's part to be observed and performed by Lessee, Lessee
shall peaceably and quietly hold and enjoy the Property for the term hereby
demised without hindrance or interruption
16
by Lessor or any other person or persons lawfully or equitably claiming by,
through, or under the Lessor subject, nevertheless, to the terms and conditions
of this Lease.
20. LESSEE'S RIGHT OF FINANCING.
---------------------------
(a) Encumbrance of Leasehold Interest. Lessee is given and has the
---------------------------------
absolute right, without Lessor's consent, to encumber its interest in this
Lease so long as it is not in default hereunder and except that no such
deed of trust, mortgage or assignment shall extend to or affect the fee
simple interest of the Lessor. The holder of any deed of trust, mortgage or
assignment of this Lease or of Lessee's interest hereunder, and any one
claiming by, through, or under any such holder, shall not acquire any
greater rights hereunder than Lessee has (except the right to cure or
remedy Lessee's defaults), and shall not become entitled to a new Lease if
this Lease is terminated or Lessee fails to exercise any outstanding option
to extend this Lease. No mortgage, deed of trust or assignment of this
Lease or of Lessee's interest hereunder by Lessee or its successors and
assigns shall be valid unless this Lease is in full force and effect when
such mortgage, deed of trust or assignment is created and the mortgage,
deed of trust or assignment is subject to all the agreements, terms,
covenants and conditions of this Lease.
(b) Lessor to Subordinate. Lessor shall, within ten (10) days after
---------------------
request by Lessee or Lessee's lender, execute and deliver a written
agreement subordinating this Agreement to any real estate mortgage
hereafter placed upon the Property and the improvements to be constructed
thereon.
17
(c) Notice of Lease Default. If, before any default occurs in this
-----------------------
Lease, the holder of any mortgage, deed of trust or assignment, gives
Lessor a written notice containing the holder's name and office address,
Lessor shall give the holder a copy of each notice of default by Lessee at
the same time that Lessor gives that notice to Lessee. Each copy of the
notice shall be deemed duly given to the holder when mailed to the holder
at its last post office address furnished to Lessor.
(d) Cure of Default. Lessor shall accept performance by the holder
---------------
of any mortgage, deed of trust, or assignment of any obligation of this
Lease that Lessee is required to perform, with the same force and effect as
if performed by Lessee, provided that at the time of that performance,
Lessor is furnished with satisfactory evidence that the person, firm, or
corporation tendering that performance or payment has the claimed interest
in the Leased Property. The holder of a mortgage, deed of trust or
assignment shall have ten (10) days after receipt of any notice of default
within which to cure any default in the payment of rent or additional rent
under this Lease, and a reasonable time (not less than thirty (30) days)
within which to cure any other default.
21. NOTICES. Any notices or inquires regarding this Agreement shall be
-------
delivered to Lessor at 300 Xxxx X. Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxxx,
Xxxxxxxx 00000, and to Lessee at 300 Xxxx X. Xxxxxxx Xxxxxxx, Xxxxx 000,
Xxxxxxxxxxx, Xxxxxxxx 00000, or to such other address as the parties may
designate in writing.
18
All notices shall be deemed received on the earlier of (1) actual receipt,
or (2) three (3) days (excluding Sundays and federal holidays) after delivery to
the United States Post Office. Any address to which notices are sent hereunder
may be changed by notice to the parties hereto in the manner hereinabove
provided.
22. PURCHASE OPTION: After March 1, 2118, but prior to the expiration of
---------------
the Lease Term or at the time Xx. Xxxxxxx no longer acts as trustee for his
revocable trust, Lessee is hereby given the option to purchase the Leased
Premises on the terms and conditions as set forth in this Section 22. To
exercise its option to purchase, the Lessee shall give written notice of such
exercise to Lessor. Within forty-five (45) days thereafter, Lessee and Lessor
shall enter into an agreement for the purchase and sale of the Leased Premises,
which agreement shall contain such terms and conditions as are customary in such
agreements, and which shall provide at the closing of such purchase and sale no
later than fifteen (15) days after the date thereof. At such closing, the Lessee
shall pay to Lessor an amount equal to the greater of Three Million and No/100
Dollars ($3,000,000.00) or the current appraisal value of the Leased Premises,
as determined by a current appraisal by an appraisal firm of national standing
(the "Option Price"), and Lessor shall convey the Leased Premises to the Lessee
pursuant to the terms of such agreement. The Lessee shall select subject to
Lessor's approval such appraiser and pay the appraisal fee.
23. MEMORANDUM OF LEASE. The parties shall execute a Memorandum of Lease
-------------------
for purposes of recording the same in the office of the Recorder of Deeds for
Taney County, Missouri, and the form as attached hereto as Exhibit "C".
19
24. EXECUTION. This Agreement is executed in multiple originals and
---------
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective heirs, successors, assigns and legal representatives. The
rights of Lessor hereunder may be assigned in whole or in part. If Lessee herein
shall be more than one party, then the obligations of such parties herein shall
be joint and several. The paragraph captions used herein are for convenience
only and shall not be deemed to have been included for any other purpose.
25. NO ORAL AGREEMENTS. It is expressly agreed between the Lessor and
------------------
the Lessee that there are no verbal understandings or agreements which in any
way change the terms, covenants and conditions herein set forth, and that no
modification of this Agreement and no waiver of any of its terms and conditions
shall be effective unless made in writing and approved and accepted by both
parties to this Agreement.
26. INVALID OR INAPPLICABLE CLAUSE. Should any covenant or condition of
------------------------------
this Agreement, to any extent, be held invalid or unenforceable by a final
judgment of a court of competent jurisdiction, the remaining terms and
conditions shall remain in full force and effect and shall be enforceable to the
full extent of the law.
20
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
XXXX X. XXXXXXX HOTELS-XXXXXXX, X.X.
BY ITS GENERAL PARTNER
XXXX X. XXXXXXX HOTELS, INC.
BY:
----------------------------------------
XXXXX X. XXXXX, President and
Chief Operating Officer
"LESSEE"
---------------------------------------
XXXX X. XXXXXXX, Trustee of
Xxxx X. Xxxxxxx Revocable Trust
Dated December 28, 1986
"LESSOR"
