SECOND AMENDMENT TO LEASE
(WITH OPTION)
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This Second Amendment to Lease (With Option) ("Agreement") is
effective as of the 1st day of April, 1999 (the "Effective Date"), by and
between PALACE STATION HOTEL & CASINO, INC., a Nevada corporation or its
designee (hereinafter "Optionee" or "Tenant") and FLAMINGO ASSOCIATES, INC.,
a Nevada corporation (hereinafter, "Optionor" or "Landlord") based upon the
following recitals:
A. Optionor and Optionee entered into that certain First
Amendment to Lease (With Option) dated April 1, 1999 (the
"First Amendment").
B. Optionor and Optionee desire to amend the First Amendment as
described herein.
NOW, THEREFORE, in consideration of the terms, covenants, conditions
and provisions hereinafter set forth and other good and valuable
consideration, the parties hereby agree to amend and modify the First
Amendment to the limited extent set forth herein. Any capitalized terms used
in this Agreement not otherwise defined herein shall be defined as set forth
in the First Amendment.
1. The following is inserted as Section II(A)(5) of the First Amendment:
5. Assignment Separate from Leases. Optionor and
Optionee agree, for the express benefit of Optionee's
leasehold mortgagees, (a) that the Option is not
assignable separate from an assignment of all of the
Leases, (b) that any successor tenant who acquires
Optionee's right, title and interest in and to all of
the Leases shall automatically and concurrently
succeed to Optionee's right, title and interest in
and to the Option, and (c) that any attempted
assignment of the Option separate from the Leases
shall be void.
2. Section X of the First Amendment is hereby deleted and replaced with
the following:
X. LANDLORD'S RIGHT TO ENCUMBER. Notwithstanding any
provision of the Leases to the contrary, Landlord
shall have the right from time-to-time, to pledge,
mortgage or encumber its interest in the Leases or
assign its interest in the Rental amounts due
thereunder without the prior consent of Tenant;
provided, however, that if and when Landlord makes
such assignment, pledge, mortgage or encumbrance,
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any such lender shall agree that Tenant's quiet
possession and enjoyment of the Demised Premises
will not be disturbed as a result of such
assignment, pledge, mortgage or encumbrance or for
any reason related thereto (provided that this
sentence shall not be construed as a waiver of any
right that any purchaser by foreclosure or deed in
lieu thereof may have, as the landlord under the
Leases, to terminate the Leases or exercise other
available remedies with respect to a default by
Tenant thereunder, subject to all applicable
provisions of the Leases) and that said
assignment, pledge, mortgage or encumbrance shall
be subordinate to the Option in favor of Optionee.
In the event of such assignment, pledge, mortgage
or encumbrance, Landlord shall provide Tenant with
a copy of the documents evidencing such action
prior to the effective date thereof.
3. All terms and provisions of the First Amendment, other than as set
forth above, shall remain in full force and effect in their entirety.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above-written
"Optionor"
FLAMINGO ASSOCIATES, INC.,
a Nevada corporation
By: /s/ XXX XXXX, VICE - PRES.
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Name: Xxx Xxxx
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Title: Vice - Pres.
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Date:
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"Optionee"
PALACE STATION HOTEL & CASINO, INC.,
a Nevada corporation
By: /s/ XXXXX X XXXXXXX
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Name: Xxxxx X Xxxxxxx
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Title: Secretary
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Date:
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Bank of America, N.A., as Collateral Agent ("Beneficiary"), as the leasehold
mortgagee with respect to the above-referenced Leases, hereby consents to the
First Amendment and this Agreement and agrees that a successor to Tenant
pursuant to a foreclosure of Beneficiary's deed of trust (or transfer by deed
in lieu thereof) shall
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be bound by such amendments (and shall also, as more particularly described
in such deed of trust, succeed to Tenant's right, title and interest in and
to the Option).
BANK OF AMERICA, N.A., as Collateral Agent
By: /s/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx
Vice President, Agency Specialist
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