EXHIBIT 10.10.8
AMENDMENT TO MASONIC LODGE GROUND LEASE
---------------------------------------
M. B. DALITZ, as Lessee (as assignee of the lease) and LAS VEGAS LODGE NO.
32, FREE AND ACCEPTED MASONS OF LAS VEGAS, NEVADA, as ground Lessor, are
parties to a written lease agreement dated July 21, 1954, a copy of which with
amendments and assignments is attached hereto as Exhibit "1" and incorporated
hereby by reference. M. B. DALITZ has subleased the property described in the
lease agreement by a written sublease dated April 5, 1979, amended September 21,
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 said Masonic Lodge 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 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ("▇▇▇▇▇▇ Ground Lease"), and the other by ground lessor ▇. ▇. ▇▇▇, ▇▇.,
Trustee under the ▇▇▇▇▇ of ▇. ▇. ▇▇▇ and ▇▇▇▇ ▇. ▇▇▇, deceased ("Ham 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 Masonic Lodge 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 Masonic Lodge 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 Masonic Lodge 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
Masonic Lodge 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 under instructions to honor any
request from Lessor for payment under the Masonic Lodge 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
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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 Masonic Lodge Ground Lease shall not be amended or
modified except by written agreement signed by all parties to the Masonic Lodge
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.
4. Default:
(a) In the event of a default under the Masonic Lodge 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 obligations of Lessee
under the Masonic Lodge Ground Lease, whether to the Lessor or to some
other person or entity, Lessor shall not terminate the Masonic Lodge
Ground Lease by reason of such default without first affording PERS the
opportunity to cure such default.
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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 Masonic Lodge 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 Masonic Lodge Ground Lease
or this Amendment, including, without limitation, termination of the Masonic
Lodge Ground Lease, provided, however, that the Masonic Lodge 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 Masonic Lodge 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 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 Masonic Lodge Ground
Lease by the Lessee thereunder, which
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default cannot be fully cured by the payment of money as provided in
subparagraph (a) above, Lessor shall not terminate the Masonic Lodge 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 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 Masonic Lodge 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 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,
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covenants and conditions of the Masonic Lodge Ground Lease, including the
payment of rent under the Masonic Lodge 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 Masonic Lodge Ground Lease
or this Amendment, including, without limitation, termination of the Masonic
Lodge Ground Lease, provided, however, that the Masonic Lodge 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 Masonic Lodge 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 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.
(c) The provisions of this Amendment regarding notices of default
and the time for curing defaults under the Masonic Lodge Ground Lease shall
supersede any provisions in the Masonic Lodge Ground Lease regarding notices of
default and the time for curing defaults.
5. PERS Foreclosure, Lease Assumption: PERS agrees that
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in the event that it acquires the Masonic Lodge leasehold estate by foreclosure
or transfer in lieu of foreclosure, or by assignment of the Masonic Lodge Ground
Lease, it shall thereby assume the Masonic Lodge 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 III(p) of the Masonic Lodge 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 Masonic
Lodge 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 Masonic Lodge
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 such
foreclosure or transfer in lieu of foreclosure, the Masonic Lodge Ground Lease
shall be freely assignable; and (3) that following the death of M. B. DALITZ,
the Lessee may assign the Masonic Lodge 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
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established by this paragraph shall be preserved at all times during the term of
the Masonic Lodge 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 ▇▇▇▇▇ 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 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
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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 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 Masonic
Lodge Ground
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Lease unless and until the Sundance Loan is completely repaid in
accordance with its terms (i.e., shall not constitute a default which
PERS is required to cure under paragraph 4 hereof); 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 Masonic Lodge 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 Masonic Lodge Ground Lease, PERS will be
relieved of any and all liabilities under the Masonic Lodge Ground
Lease when it assigns the Masonic Lodge 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 Masonic Lodge
Ground Lease.
In the event that, following the death of M. B. Dalitz, the Lessee shall seek
to assign the Masonic Lodge Ground Lease to a third party pursuant to clause
(3) of the proviso to the 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
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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 of 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.
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
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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. 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
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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.
(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 Masonic Lodge Ground Lease, and there shall be no reduction,
abatement, adjustment or interruption of rent or any other required
payments under the Masonic
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Lodge 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 certified or
registered mail addressed to:
PERS:
Public Employees Retirement System
of Nevada
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
DALITZ -- Lessee:
M. B. Dalitz or the M. B. Dalitz
Revocable Trust
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
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SUNDANCE:
Sundance Hotel and Casino, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
ASSOCIATES:
Sundance Associates
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
LESSOR:
Las Vegas Lodge No. 32, Free and Accepted Masons
c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ #▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
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.
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 Masonic
Lodge Ground Lease, the terms of this Amendment shall prevail and take
precedence. Subject to the preceding sentence, however, all terms and
conditions of the Masonic Lodge Ground Lease are hereby ratified and affirmed
and shall remain in full force and effect.
DATED this 20th day of December, 1982.
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M. B. DALITZ REVOCABLE TRUST
By: /s/ M. B. Dalitz Trustee
-------------------------
M. B. Dalitz, Trustee
/s/ M. B. Dalitz
-------------------------
M. B. Dalitz
SUNDANCE HOTEL AND CASINO,
INC., a Nevada corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, President
SUNDANCE ASSOCIATES, a Nevada
limited partnership
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
General Partner
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ atty-in-fact
-------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇▇
General Partner
By: SUNDANCE HOTEL AND
CASINO, INC., General
Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
President
ATTEST:
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------
Secretary ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
LAS VEGAS LODGE NO. 32
FREE AND ACCEPTED MASONS OF
LAS VEGAS, NEVADA
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------
▇▇▇▇▇ ▇. ▇▇▇▇, Trustee
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee
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By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee
PUBLIC-EMPLOYEES RETIREMENT
SYSTEM OF NEVADA
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Officer
STATE OF NEVADA )
) ss.
COUNTY OF ▇▇▇▇▇ )
On this 4th day of January, 1983, personally appeared before me, a Notary
Public in and for said County and State, ▇▇▇▇▇ ▇. ▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
known to me to be the Assignees of the Lessee and who executed the foregoing
Amendment to Masonic Lodge Ground Lease, and upon oath did depose and duly
acknowledge to me that they executed the above instrument freely and
voluntarily and for the uses and purposes therein mentioned.
IN WITNESS WHEREOF I have hereunto set my hand and affixed my seal in Las
Vegas, ▇▇▇▇▇ County, Nevada, the day and year in this certificate first above
written.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Notary Public
Notary Public - State of Nevada
▇▇▇▇▇ COUNTY
[SEAL] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
My Appointment Expires May 2XXX, 198XXX
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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.
Notary Public - State of Nevada
▇▇▇▇▇ COUNTY /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
[SEAL] ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ----------------------------
My Appointment Expires Jan. 22, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ )
: 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., who acknowledged that he executed the above instrument.
Notary Public - State of Nevada
▇▇▇▇▇ COUNTY /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
[SEAL] ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ----------------------------
My Appointment Expires Jan. 22, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ )
: ss.
COUNTY OF ▇▇▇▇▇ )
On December 20, 1982, personally appeared before me, a Notary Public,
▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, attorney in fact for
▇▇▇ ▇. ▇▇▇▇▇▇▇▇, known to me to be the general partners of Sundance Associates,
who acknowledged that they executed the above instrument.
Notary Public - State of Nevada
▇▇▇▇▇ COUNTY /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
[SEAL] ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ----------------------------
My Appointment Expires Jan. 22, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ )
: 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., a General Partner of Sundance Associates, who acknowledged that he
executed the
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above instrument.
Notary Public - State of Nevada
▇▇▇▇▇ COUNTY /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
[SEAL] ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ----------------------------
My Appointment Expires Jan. 22, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ )
: ss.
COUNTY OF ▇▇▇▇▇ )
On January 4, 1983, personally appeared before me, a Notary Public,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, known to me to be a Trustee of Las Vegas Lodge No. 32 Free and
Accepted Masons of Las Vegas, Nevada, who acknowledged that he executed the
above instrument.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Notary Public - State of Nevada /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
[SEAL] ▇▇▇▇▇ COUNTY ----------------------------
My Appointment Expires Aug. 25, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ )
: 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.
Notary Public - State of Nevada
▇▇▇▇▇ COUNTY /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
[SEAL] ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ----------------------------
My Appointment Expires Jan. 22, 1985 Notary Public
RETURN TO:
LAWYERS TITLE OF LAS VEGAS, XXX
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EXHIBIT "1"
Lease Agreement entered into by LAS VEGAS LODGE No. 32, FREE & ACCEPTED MASONS
OF LAS VEGAS, ▇▇▇▇▇ COUNTY, NEVADA, as Lessor, and H. ▇▇▇▇ ▇▇▇▇▇▇▇, as Lessee,
recorded July 27, 1954 as Document No. 16355 in Book 17, ▇▇▇▇▇ County, Nevada
records.
Amendment to above Lease Agreement recorded July 27, 1954 as Document No. 16356
in Book 17, ▇▇▇▇▇ County, Nevada records.
Power of Attorney executed by H. ▇▇▇▇ ▇▇▇▇▇▇▇ to ▇▇ ▇▇▇▇▇▇▇▇, recorded July 27,
1954 as Document No. 16357 in Book 17, ▇▇▇▇▇ County, Nevada records.
Supplemental Agreement by and between VEGAS LODGE NO. 32, FREE & ACCEPTED MASONS
OF LAS VEGAS, ▇▇▇▇▇ COUNTY, NEVADA, as Lessor, and H. ▇▇▇▇ ▇▇▇▇▇▇▇, as Lessee,
recorded February 4, 1955 as Document No. 34334 in Book 39 of Official Records,
▇▇▇▇▇ County, Nevada.
Articles of Amendment by and between VEGAS LODGE No. 32, FREE AND ACCEPTED
MASONS, as Lessor, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and THE ▇▇▇▇▇▇▇ COMPANY, a
partnership, dba NEVADA BUILDING COMPANY, as Assignee/Lessee, recorded June 19,
1973 as Document No. 297840 in Book 338 of Official Records, ▇▇▇▇▇ County,
Nevada.
Amendment to above Lease Agreement, recorded April 18, 1979 as Document Nos.
1000779 and 1000780 in Book 1041 of Official Records, ▇▇▇▇▇ County, Nevada.
By Assignment of Lease recorded July 27, 1954 as Document No. 16359 in Book 17
of Official Records; re-recorded July 29, 1954 as Document No. 16523 in Book 17
of Official Records, ▇▇▇▇▇ County, Nevada, the Lessee's interest in the above
described Lease was assigned to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.
Assignment of Lease as disclosed by Document No. 34335 recorded February 4, 1955
in Book 39 of Official Records, ▇▇▇▇▇ County, Nevada, the Lessee's interest in
the above described Lease was assigned to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.
Assignment of Lease as disclosed by Document Nos. 33943 and 34336 recorded
February 1, 1955 and February 4, 1955 of Official Records, the Lessee's interest
in the above described Lease was assigned to THREE-O-ONE CORPORATION, a Nevada
corporation.
By Assignment of Lease recorded August 11, 1972 as Document No. 2XXX3615 in Book
254 of Official Records, the Lessee's interest in the above described Lease was
assigned to NEVADA BUILDING COMPANY.
By Assignment of Lease recorded April 18, 1979 as Document No. 1000778 in Book
1041 of Official Records; re-recorded April 26, 1979 as Document No. 1004574 in
Book 1045 of Official Records, ▇▇▇▇▇ County, Nevada, the Lessee's interest in
the above described Lease was assigned to M. B. DALITZ.
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. B. DALITZ REVOCABLE
TRUST", dated January 25, 1980.
AFFECTING THE FOLLOWING DESCRIBED PROPERTY:
Lots One (1), Two (2), Three (3) and Four (4) 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 that certain alley vacated by the City of Las Vegas, recorded
April 9, 1979 as Document No. 995695 in Book 1036 of Official
Records, ▇▇▇▇▇ County, Nevada, as follows:
That portion of that certain Northwest-Southwest alley 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,
described as follows: COMMENCING at the Southwesterly corner of Lot One (1) in
Block Thirty (30) of said ▇▇▇▇▇'▇ LAS VEGAS TOWNSITE;
THENCE Southeasterly along the Southerly line of Lots One (1) through Four (4)
of said Block Thirty (30) a distance of 100 feet to a point;
THENCE at right angles to the Southwesterly line of said lots a distance of 10
feet to a point;
THENCE Northwesterly and parallel to the Southwesterly line of Lots One (1)
through Four (4) in Block Thirty (30) a distance of 100 feet to a point;
THENCE Northeasterly a distance of 10 feet to the TRUE POINT OF BEGINNING.