EXHIBIT 10.9.1
AMENDMENT TO ▇▇▇▇▇▇ GROUND LEASE
--------------------------------
M.B. DALITZ, as lessee, and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as lessor (said parties lessor being
hereinafter collectively referred to as "the Lessor"), are parties to a written
Lease Agreement dated September 1, 1978 (the "▇▇▇▇▇▇ Ground Lease"), which
leases a portion of the land under the SUNDANCE HOTEL AND CASINO building, a
copy of which is attached hereto as Exhibit "1" and incorporated herein by
reference. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ has succeeded to the interest in the ▇▇▇▇▇▇
Ground Lease originally held by ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. M.B. DALITZ has subleased
the premises described in the ▇▇▇▇▇▇ Ground Lease (the "Premises") by a written
Sublease dated April 5, 1979, as amended by an Amendment to Sublease dated
September 24, 1980, to SUNDANCE HOTEL AND CASINO, INC., a Nevada corporation
("SUNDANCE"). SUNDANCE subleased the Premises by a Sublease Agreement dated
October 1, 1981 to SUNDANCE ASSOCIATES, a Nevada limited partnership
("ASSOCIATES"). M.B. DALITZ has assigned his interest in the ▇▇▇▇▇▇ Ground
Lease to the M.B. DALITZ REVOCABLE TRUST ("TRUST"). The TRUST is sometimes
hereinafter referred to as "the Lessee".
Other portions of the land under the SUNDANCE HOTEL AND CASINO building
have been leased and assigned to TRUST as lessee and ultimately to ASSOCIATES
as sublessee through two other ground leases (and subsequent assignments), one
by ground lessor ▇.▇. ▇▇▇, ▇▇., Trustee under the ▇▇▇▇▇ of ▇.▇. ▇▇▇ and ▇▇▇▇ ▇.
▇▇▇, deceased ("Ham Ground Lease"), and the other by ground lessor LAS VEGAS
LODGE NO. 32, FREE
AND ACCEPTED MASONS ("Masons Ground Lease"). The ground lessors under the
▇▇▇▇▇▇ Ground Lease, the Ham Ground Lease and the Masons Ground Lease are
hereinafter referred to collectively as "the Ground Lessors".
The Public Employees Retirement System of Nevada ("PERS") is extending
permanent financing with a loan in the sum of $29,050,000.00 to M.B. DALITZ and
the M.B. DALITZ REVOCABLE TRUST for the SUNDANCE HOTEL AND CASINO project which
is built partially on the Premises, which loan is secured by a Deed of Trust
and Assignment of Rents ("PERS Deed of Trust") on the Premises and other
property and by other loan documentation. In consideration for PERS making the
loan to enable the permanent financing of the SUNDANCE HOTEL AND CASINO project
("Sundance Loan") and other valuable consideration, the parties hereto agree
that the ▇▇▇▇▇▇ Ground Lease is hereby amended as follows:
1. Notices of Default: FIRST INTERSTATE BANK, Trust Department, ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, and PERS shall be given a written
notice of any claimed default under the ▇▇▇▇▇▇ Ground Lease by any party
claiming the default. PERS shall have the right, but not the duty or
obligation, to cure any default under the ▇▇▇▇▇▇ Ground Lease, as provided in
paragraph 4 below. The right to cure shall include the right to enter the
Premises if necessary to effect a cure.
(a) Under the Sundance Loan documents, PERS shall require its borrower
to deposit the full amount of all rent payments required under the ▇▇▇▇▇▇
Ground Lease with FIRST INTERSTATE BANK of Nevada at least fifteen (15) days
before each such payment is due, and FIRST INTERSTATE BANK of Nevada shall at
all times be
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under instructions to honor any request from Lessor for payment under the
▇▇▇▇▇▇ Ground Lease immediately upon receipt thereof. Lessor, Lessee and
PERS will execute the necessary escrow instructions to FIRST INTERSTATE
BANK to implement the purposes of this paragraph and this Amendment as they
relate to duties of the FIRST INTERSTATE BANK. Said escrow instructions will
provide, without limitation, that FIRST INTERSTATE BANK shall, on each date
upon which rent payments are required to be deposited with FIRST INTERSTATE
BANK under this subparagraph, send to each Ground Lessor a written notice
stating whether and to what extent such payments have in fact been deposited
on such date. Lessee will pay FIRST INTERSTATE BANK for any services required
by this Amendment or any escrow or collection account established as a result
of this Amendment.
2. Amendments: The ▇▇▇▇▇▇ Ground Lease shall not be amended or modified
except by written agreement signed by all parties to the ▇▇▇▇▇▇ Ground Lease,
with the prior written approval of PERS, which approval will not be
unreasonably withheld so long as PERS's security for the Sundance Loan is not
impaired or destroyed.
3. PERS Lien-Greater Estate: The lien of the PERS Deed of Trust and
security agreement securing the payment of the Sundance Loan and encumbering
the leasehold estates of the M.B. DALITZ REVOCABLE TRUST, M.B. DALITZ,
SUNDANCE, and ASSOCIATES, will automatically attach and encumber any greater
estate that the M.B. DALITZ REVOCABLE TRUST, M.B. DALITZ, SUNDANCE, or
ASSOCIATES, or their successors or assigns may obtain in the Premises in the
future.
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4. Default:
(a) In the event of a default under the ▇▇▇▇▇▇ Ground Lease by the
Lessee thereunder, which default can be fully cured by the payment of money,
including but not limited to the payment of rent, insurance premiums, taxes, or
any other monetary obligation of Lessee under the ▇▇▇▇▇▇ Ground Lease, whether
to the Lessor or to some other person or entity, Lessor shall not terminate the
▇▇▇▇▇▇ Ground Lease by reason of such default without first affording PERS the
opportunity to cure such default. PERS shall have ten (10) business days after
receipt of a notice of such default mailed to PERS and to PERS's designee, FIRST
INTERSTATE BANK of Nevada, pursuant to paragraph 1 hereof in which to effect
such cure in accordance herewith and with the terms of the ▇▇▇▇▇▇ Ground Lease,
including but not limited to the payment of any interest or other charges
imposed by reason of such default. In the event PERS fails to effect such cure
within said ten (10) business days, Lessor may exercise any and all remedies
available to it under the terms of the ▇▇▇▇▇▇ Ground Lease or this Amendment,
including, without limitation, termination of the ▇▇▇▇▇▇ Ground Lease,
provided, however, that the ▇▇▇▇▇▇ Ground Lease shall not be terminated until 5
business days after receipt of a notice mailed to PERS and to PERS' designee
FIRST INTERSTATE BANK stating that the default has not been cured and that in
five (5) days after receipt of this notice the ▇▇▇▇▇▇ Ground Lease is terminated
unless the default is cured as noticed. A cure made after the ten (10) business
days notice has expired will be effective to cure the
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default so long as it has been made or tendered prior to the expiration of the
final five (5) day notice of termination. No cure made or effected pursuant to
this subparagraph (a) shall be deemed completed unless and until PERS shall
have reimbursed Lessor in full for any and all damages, costs and expenses
incurred by Lessor as a proximate result of such default.
(b) In the event of a default under the ▇▇▇▇▇▇ Ground Lease by the
Lessee thereunder, which default cannot be fully cured by the payment of money
as provided in subparagraph (a) above, Lessor shall not terminate the ▇▇▇▇▇▇
Ground Lease by reason of such default without first affording PERS the
opportunity to cure such default. PERS shall have thirty (30) days after receipt
of a notice of such default mailed to PERS pursuant to paragraph 1 hereof in
which to effect such cure if such default can be cured within said thirty (30)
days, or if such default cannot be fully cured within said thirty (30) days,
PERS shall have a reasonable time within which to cure such default (taking into
account the effect of any applicable bankruptcy statutes or proceedings or other
operation of law); provided, however, PERS must commence the curing thereof
within said thirty-day period and must thereafter diligently pursue such cure
to completion. In the event PERS is unable to effect such a cure without first
obtaining possession of the Premises, Lessor shall not terminate the ▇▇▇▇▇▇
Ground Lease by reason of such default, provided that immediately after receipt
of Lessor's notice of default under paragraph 1 hereof PERS exercises the right
to proceed as quickly as allowed by law (including the
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effect of any applicable bankruptcy statutes or proceedings or other operation
of law) to foreclose its lien or enforce its rights under the PERS Deed of
Trust, Sundance Loan commitment, and other Sundance Loan documents and cures
such default within thirty (30) days (as set forth above in this subparagraph
(b)) after completion of the foreclosure proceedings, and provided further that
after obtaining possession of the Premises PERS keeps and performs all of the
terms, covenants and conditions of the ▇▇▇▇▇▇ Ground Lease, including the
payment of rent under the ▇▇▇▇▇▇ Ground Lease, as provided in paragraph 5 below.
In the event PERS fails to effect such cure within the times and under the
conditions specified in this subparagraph (b), Lessor may exercise any and all
remedies available to it under the terms of the ▇▇▇▇▇▇ Ground Lease or this
Amendment, including, without limitation, termination of the ▇▇▇▇▇▇ Ground
Lease, provided however, that the ▇▇▇▇▇▇ Ground Lease shall not be terminated
until five (5) business days after receipt of a notice of default mailed to PERS
and to PERS' designee FIRST INTERSTATE BANK stating that the default has not
been cured and that in five (5) days after receipt of this notice the ▇▇▇▇▇▇
Ground Lease is terminated unless the default is cured as noticed. A cure made
or tendered prior to the expiration of the final five (5) day notice of
termination will be effective to cure the default. No cure made or effected
pursuant to this subparagraph (b) shall be deemed completed unless and until
PERS shall have reimbursed Lessor in full for any and all damages, costs and
expenses incurred by Lessor as a proximate result of such default.
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(c) The provisions of this Amendment regarding notices of default and
the time for curing defaults under the ▇▇▇▇▇▇ Ground Lease shall supersede any
provisions in the ▇▇▇▇▇▇ Ground Lease regarding notices of default and the
time for curing defaults.
5. PERS Foreclosure, Lease Assumption: PERS agrees that in the event that
it acquires the ▇▇▇▇▇▇ leasehold estate by foreclosure or transfer in lieu of
foreclosure, or by assignment of the ▇▇▇▇▇▇ Ground Lease, it shall thereby
assume the ▇▇▇▇▇▇ Ground Lease and be bound by all of the terms and provisions
thereof and perform all of the covenants to be performed by Lessee thereunder,
all as though it were the originally named Lessee thereunder; provided,
however, that the assignment provisions of paragraph XXII of the ▇▇▇▇▇▇ Ground
Lease shall be superseded by the provisions of paragraph 6 below.
6. Assignment of Lease, $1 Million Dollar Trust Fund: From and after the
closing of the Sundance Loan transaction and prior to a foreclosure or transfer
to PERS in lieu of foreclosure under the PERS Deed of Trust, neither the ▇▇▇▇▇▇
Ground Lease nor any part thereof or interest therein or thereunder (including,
without limitation, any security interest or sublease interest) shall be
assignable or otherwise transferrable by the Lessee or any sublessee, either
voluntarily or by operation of law; provided that (1) the ▇▇▇▇▇▇ Ground Lease
shall be assignable to PERS in accordance with the assignment of lease and
assignment of rents contained in the PERS Deed of Trust and to PERS or any
third party in connection with any foreclosure or transfer to PERS in lieu of
foreclosure under the PERS Deed of Trust, (2) following any foreclosure or
transfer in lieu of
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foreclosure, the ▇▇▇▇▇▇ Ground Lease shall be freely assignable, and (3)
following the death of M.B. DALITZ, the Lessee may assign the ▇▇▇▇▇▇ Ground
Lease to a third party with the approval of the Lessor, which approval will not
be unreasonably withheld, subject to any assignment restrictions contained in
the PERS Deed of Trust. In consideration for the Lessor's agreement to the
foregoing, it is agreed that the fund established by this paragraph shall be
preserved at all times during the term of the ▇▇▇▇▇▇ Ground Lease and
transferred upon assignment as provided herein.
(a) At the time of the funding of the permanent Sundance Loan by PERS,
a One Million Dollar ($1,000,000.00) cash fund (the "fund") shall be
transferred to PERS by the Lessee and shall be held by PERS and used to cure
any defaults under the ▇▇▇▇▇▇, Ham or Masons Ground Leases, to pay claims of
any of the Ground Lessors under the Kramer, Ham, or Masons Ground Leases
against the Lessee or any sublessee and to take such other action as appears
necessary or advisable to cure any defaults under the ▇▇▇▇▇▇, Ham or Masons
Ground Leases and keep the PERS Deed of Trust from being affected by a
threatened termination of any or all of said Ground Leases and keep all of
said Ground Leases in good standing. The fund shall be held in trust by PERS
for the benefit of the Ground Lessors under the purposes stated herein, and
said trust shall be irrevocable.
(b) PERS will invest the cash trust funds as directed by the Lessee,
provided however that the investment is in PERS' sole discretion sufficiently
liquid and negotiable to enable PERS to perform the requirements
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of the trust and to obtain the cash from the fund as necessary to satisfy the
conditions of this Amendment. PERS will not be responsible or liable in any
way for a loss of return on the investment or a loss of the principal invested
whether the investment is reasonable or not, the responsibility and risk for
which shall be solely with the Lessee. All income derived from the investment
of the trust funds will be paid to Lessee. All losses to principal suffered as
a result of the investment will be immediately reimbursed by the Lessee,
SUNDANCE and/or ASSOCIATES as required by subparagraph (e) of this paragraph
to maintain at all times a trust principal having a market value of at least
$1 Million.
(c) In the event PERS no longer is the secured lender on the Sundance
Hotel and Casino property, then PERS will appoint the FIRST INTERSTATE BANK as
the Trustee of said trust on the same terms and conditions herein stated, and
transfer the funds then held in trust to the FIRST INTERSTATE BANK.
(d) In the event that PERS makes a payment from the fund, or in the
event the principal has been reduced or depleted because of the investment of
the funds, it shall give notice to SUNDANCE, ASSOCIATES, the Ground Lessors
and Lessee of such payment and the amount, payee and purpose for the claim
paid, or loss of investment. In the event that PERS shall fail to give such
notice, then such notice may be given by any of the Ground Lessors. Within
ten (10) days of receipt of said notice, the fund shall be replenished by the
Lessee, SUNDANCE and/or ASSOCIATES (jointly and severally) in the amount paid
out or investment lost, so that the
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fund will at all times have a market value of at least $1 Million. Failure
to replenish the fund within said time period shall constitute a default
under the PERS Deed of Trust. Notwithstanding the foregoing, however, failure
to replenish the fund as aforesaid shall not constitute a default under the
▇▇▇▇▇▇ Ground Lease unless and until the Sundance Loan is completely repaid
in accordance with its terms; provided that, in the event of such failure to
replenish, (1) PERS must commence and diligently prosecute foreclosure
proceedings under the PERS Deed of Trust, and (2) Lessee, SUNDANCE, ASSOCIATES
and any guarantor of the obligations of Lessee under the ▇▇▇▇▇▇ Ground Lease
shall be personally and jointly and severally responsible and liable to
Lessor to effect such replenishment, and their liability in this regard shall
be specifically enforceable.
(e) PERS shall give all parties an annual report of the $1 million trust
fund activities, transactions and value written sixty (60) days after each
anniversary date of the establishment of the fund.
(f) In the event PERS forecloses its Deed of Trust and thereafter
assumes the ▇▇▇▇▇▇ Ground Lease, PERS will be relieved of any and all
liabilities under the ▇▇▇▇▇▇ Ground Lease when it assigns the ▇▇▇▇▇▇ Ground
Lease (subject to PERS' obligation to transfer the fund to FIRST INTERSTATE
BANK under subparagraph (c), above), and the new assignee shall be solely
responsible for each and every obligation under the ▇▇▇▇▇▇ Ground Lease.
In the event that, following the death of M. B. DALITZ, the Lessee shall seek to
assign the ▇▇▇▇▇▇ Ground Lease to a third party pursuant to clause (3) of the
proviso to the
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first sentence of this paragraph 6, and, pursuant to said clause, the Lessor
shall refuse to approve such assignment, then the Lessor's determination to
withhold such approval shall be conclusively deemed to have been reasonable
unless, within fifteen (15) days after notice from the Lessor of the Lessor's
determination, the Lessee shall elect to have the matter submitted for
determination by arbitration in accordance with the commercial rules then
obtaining of the American Arbitration Association, which such submission to
arbitration shall be the sole remedy of the Lessee for any such withholding of
approval by the Lessor. In the event of any such submission to arbitration, the
sole issue for arbitration shall be the determination as to whether the
withholding of approval by the Lessor shall have been reasonable or
unreasonable, and in the event that a determination shall be made that the
withholding of approval by the Lessor was unreasonable, then the decision shall
annul such withholding or approval, such annulment being the sole remedy of the
Lessee, it being the intention of the parties hereto (as to which they are
conclusively bound) that in no event shall any such withholding of approval by
the Lessor, or any decision in arbitration with respect thereto (1) impose any
financial liability upon or result in any damages being recoverable from the
Lessor and/or (2) create any right cognizable or remedy enforceable against the
Lessor in law or equity, or under any special statutory proceeding, or at all
(except by arbitration as aforesaid). The expenses of any such arbitration
(including, without limitation, the reasonable attorney's fees and expenses of
the parties thereto) shall be paid by the Lessee.
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7. No Merger of Interests: There will be no merger of the leasehold and
fee estates if any party acquires both interests, unless PERS consents in
writing to a merger.
8. Casualty Insurance:
(a) At all times from the date of closing of the Sundance Loan
transaction until the termination of the last to expire of the ▇▇▇▇▇▇, Ham
and Masons Ground Leases, whether or not the Sundance Loan has theretofore
been repaid, casualty insurance on the improvements located upon the Premises
and on any improvements located upon any other real property comprising a
part of the hotel, casino, garage, restaurant or other operations of which
the improvements located upon the Premises comprise a part (all of said
improvements, whether or not located on the Premises, being hereinafter
collectively referred to as "the Hotel") shall be carried by Lessee,
SUNDANCE, ASSOCIATES and their respective successors and assigns on the terms
set forth in the PERS Deed of Trust, as set forth in the copy thereof which
is attached hereto as Exhibit "2" and incorporated herein by reference. All
proceeds of such casualty insurance shall be made payable jointly to the
Ground Lessors, M. B. DALITZ, Lessee, SUNDANCE, ASSOCIATES, PERS and their
respective successors and assigns. Current certificates evidencing such
insurance, and copies of the insurance policies, in form and substance
acceptable to the Ground Lessors shall be furnished by Lessee to the Ground
Lessors at all times during the terms of the ▇▇▇▇▇▇, Ham and Masons Ground
Leases.
(b) In the event of a partial or total damage to or destruction of
the Hotel, any one of PERS, M. B.
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DALITZ, Lessee or any Ground Lessor or any of their respective successors or
assigns may elect to require the complete restoration thereof. In the event
of such election, any casualty insurance proceeds which are payable in
connection with the damage or destruction shall be applied to such
restoration, and, in the absence or insufficiency of any such insurance
proceeds, M. B. DALITZ, Lessee, SUNDANCE and ASSOCIATES shall be jointly and
severally liable and responsible for contributing the necessary funds. Prior
to the complete repayment of the PERS Deed of Trust, PERS or its successor or
assign shall control the disbursement of all moneys required to be applied to
any such restoration, in accordance with the terms and conditions of the PERS
Deed of Trust. After the complete repayment of the PERS Deed of Trust, such
moneys shall be controlled jointly by the Ground Lessors, M. B. DALITZ,
Lessee, SUNDANCE, ASSOCIATES and their respective successors and assigns. In
the event no election to restore is made by any party under this
subparagraph, or in the event that available casualty insurance proceeds
exceed the amount necessary to effect a complete restoration of the damage or
destruction, then any casualty insurance proceeds not needed for such
restoration in accordance with the terms hereof shall be allocated to PERS to
completely satisfy the Sundance Loan as specified in the PERS Deed of Trust,
and then to compensate the Ground Lessors fully as their interests may
appear, and then the balance to M. B. DALITZ, Lessee, SUNDANCE and ASSOCIATES
as their respective interests may appear.
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(c) None of the provisions of the two preceding subparagraphs shall
affect in any manner the provisions of the first sentence of Paragraph XI
of the ▇▇▇▇▇▇ Ground Lease, and there shall be no reduction, abatement,
adjustment or interruption of rent or any other required payments under the
▇▇▇▇▇▇ Ground Lease by reason of or in connection with any damage or
destruction, or any restoration or rebuilding in connection therewith.
9. Liability Insurance: Lessee shall provide at its sole cost and
expense comprehensive General Liability and Broad Form Comprehensive Liability
Insurance coverage in limits of $5 Million each occurrence and $5 Million
aggregate, and Automobile Liability in limits of $1 Million each occurrence and
$1 Million aggregate with endorsements to fully protect all of the Ground
Lessors. The insurance shall be re-examined by the parties from time to time but
no less often than every three (3) years from the date of this Amendment for the
purpose of determining that the limits of insurance and the coverage is adequate
and customary for the structures and risks involved in the operation of the
Hotel and to adjust the policies if necessary. Current certificates evidencing
such insurance, and copies of the insurance policies, in form and substance
acceptable to the Ground Lessors shall be furnished by Lessee to the Ground
Lessors at all times during the terms of the ▇▇▇▇▇▇, Ham and Masons Ground
Leases.
10. Notices: Any notice to be given under this Amendment or any payment
to be made to Lessor shall be addressed to the party and sent by certificated
or registered mail addressed to:
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PERS:
Public Employees Retirement System Of Nevada
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
DALITZ -- Lessee:
M. B. Dalitz or the M. B. Dalitz Revocable Trust
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
SUNDANCE:
Sundance Hotel and Casino, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
ASSOCIATES:
Sundance Associates
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
LESSOR:
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇
c/o ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Esq.
Parker, Milliken, ▇▇▇▇▇ & ▇'▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
FIRST INTERSTATE BANK:
First Interstate Bank
Trust Department
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
11. Attorney's Fees and Costs: In the event any party to this Amendment
institutes legal proceedings to determine or to enforce its legal rights
arising hereunder or in connection herewith, the prevailing party shall be
entitled to such reasonable attorney's fees and costs as it may incur in
connection therewith.
12. Lessee Defined: All references to "Lessee" herein shall be deemed to
include any and all assignees or sublessees of the Lessee under the Lease.
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13. Limit of Amendment: This Amendment shall become effective upon the
closing of the Sundance Loan transaction. To the extent of any conflict or
inconsistency between the terms of this Amendment and the terms of the ▇▇▇▇▇▇
Ground Lease, the terms of this Amendment shall prevail and take precedence.
Subject to the preceding sentence, however, all terms and conditions of the
▇▇▇▇▇▇ Ground Lease are hereby ratified and affirmed and shall remain in full
force and effect.
DATED this 20th day of December, 1982.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ M.B. DALITZ REVOCABLE TRUST
------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ M.B. DALITZ
------------------------------ -----------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ M.B. DALITZ, Trustee
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ M.B. DALITZ
------------------------------ ---------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇ M.B. DALITZ
SUNDANCE HOTEL AND CASINO,
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ INC., a Nevada corporation
------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, President
PUBLIC EMPLOYEES RETIREMENT ATTEST:
SYSTEM OF NEVADA
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Officer
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SUNDANCE ASSOCIATES, a Nevada
limited partnership
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇,
General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
General Partner
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
General Partner
By: SUNDANCE HOTEL AND CASINO, INC.,
General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, President
ATTEST:
By:
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Secretary
17
STATE OF NEVADA )
: SS.
COUNTY OF ▇▇▇▇▇ )
On December 20, 1982, personally appeared before me, a Notary Public, M.B.
Dalitz, individually, and M.B. Dalitz, Trustee of the M.B. Dalitz Revocable
Trust dated October 8, 1980, as amended December 20, 1982, who acknowledged
that he executed the above instrument.
[SEAL] /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Notary Public
STATE OF NEVADA )
: SS.
COUNTY OF ▇▇▇▇▇ )
On December 20, 1982, personally appeared before me, a Notary Public,
▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. Tobmen, known to me to be the President and
Secretary, respectively, of Sundance Hotel and Casino, Inc., who acknowledged
that he executed the above instrument.
[SEAL] /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Notary Public
STATE OF NEVADA )
: SS.
COUNTY OF ▇▇▇▇▇ )
On December 20, 1982, personally appeared before me, a Notary Public, ▇▇▇▇▇
▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. Tobmen, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, attorney in fact for ▇▇▇
▇. ▇▇▇▇▇▇▇▇, known to me to be the general partners of Sundance Associates, who
acknowledged that he executed the above instrument.
[SEAL] /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Notary Public
STATE OF NEVADA )
: SS.
COUNTY OF ▇▇▇▇▇ )
On December 20, 1982, personally appeared before me, a Notary Public,
▇▇▇▇▇ ▇. ▇▇▇▇▇, known to me to be the President of Sundance Hotel and Casino,
Inc., General Partner
15
of Sundance Associates, who acknowledged that he executed the above instrument.
[SEAL] /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Notary Public
STATE OF NEVADA )
: SS.
COUNTY OF ▇▇▇▇▇ )
On January 4, 1983, personally appeared before me, a Notary Public, ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, known to me to an Executive Officer of Public Employees Retirement
System of Nevada who acknowledged that he executed the above instrument.
[SEAL] /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Notary Public
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EXHIBIT "1"
LEASE AGREEMENT dated September 1, 1978 by and between JEWEL FRENCH ▇▇▇▇▇ and
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, as
Lessors, and H. E. DALITZ, as Lessee, recorded June 19, 1979 as Document No.
1031691 in Book No. 1072 of official Records.
BY ASSIGNMENT OF LEASES recorded September 12, 1980 as Document No. 1239412 in
Book 1280 of Official Records, the Lessee's interest in the above described
Lease was assigned to ▇▇▇ ▇. ▇▇▇▇▇▇, Trustee under "THE M. E. DALITZ REVOCABLE
TRUST" dated January 25, 1980.
AFFECTING THE FOLLOWING DESCRIBED PROPERTY:
Lots Seventeen (17), Eighteen (18) and Nineteen (19) in Block Thirty (30) of
▇▇▇▇▇'▇ 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 ▇▇▇▇▇ County, Nevada.
SAVING AND EXCEPTING the Southeasterly 15.97 feet of Lot Nineteen (19) in Block
Thirty (30) of ▇▇▇▇▇'▇ 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 ▇▇▇▇▇
County, Nevada.
TOGETHER WITH all of that portion of the Southwesterly 15.97 feet of Lot
Nineteen (19) and Lot Twenty (20) and that portion of the Northeasterly 5.05
feet of Lot Twenty-one (21), all in Block Thirty (30) of ▇▇▇▇▇'▇ 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 ▇▇▇▇▇ County, Nevada, lying above that
particular horizontal plane established as elevation 2,033.64 feet based on the
City of Las Vegas Bench ▇▇▇▇ No. 06134A11, said elevation being also the top
of a structural concrete floor.
