AGREEMENT
THIS AGREEMENT is entered into this 14 day of December, 1995, by and
between Solar Logos Foundation and Northern Holdings hereinafter referred to as
"SELLER" and Oasis International Hotel & Casino, Inc. and Oasis International
Corporation, hereinafter referred to as "BUYER".
WHEREAS: Seller desires to sell and Buyer desires to purchase the
property as generally described in Exhibit "A" attached hereto, hereinafter
referred to as the "PROPERTY", and;
WHEREAS: Seller has represented that the water rights that pertain to
the Property are set forth in Exhibit "C" as attached hereto and represent a
total of 1,664.04 acre feet of water per year;
WHEREAS: Seller and Buyer have agreed to divide the Property into five
tracts as set forth in Exhibit "B" as attached hereto and between themselves
desire to apportion the water rights to each tract between these parties and
their assigns;
WHEREAS: Seller shall convey all water rights to the Buyer in the
Property at the time of sale, Buyer shall thereafter exercise all rights to
water that pertain to the Property subject to Sellers rights in those tracts
subject to the secured interest of the Seller;
WHEREAS: Seller and Buyer agree that upon the return to Seller of title
to any of the tracts of property, through whatever means, water rights that
pertain to that tract as set forth in Exhibit "B" shall also transfer to the
Seller;
WHEREAS: The water rights as referred to herein require annual filings
with the State of Nevada to preserve and protect those rights. Buyer shall be
solely responsible for the preservation of all such rights and agrees to provide
copies of the annual filings to Seller until Seller has released all secured
interests it has to any of the Property,
THEREFORE: Seller conveys to Buyer all water rights in the Property
subject to Seller's security interest in the tracts of the Property and the
water rights assigned to each tract;
THEREFORE: Seller and Buyer agree that the level of water rights as set
forth in Exhibit "B" attached hereto shall follow and be included in any
transfer of those tracts between Seller and Buyer;
THEREFORE: Buyer agrees to provide to Seller proof of the annual
filings with the State of Nevada regarding the water rights to each tract until
Seller has released and all security interest held by Seller in that tract of
the Property;
THEREFORE: Seller agrees to allow Buyer to maintain and develop the
water rights to the Property, subject only to the security interest held by
Seller in both the Property and the related water rights.
DATED THIS 14 DAY OF DECEMBER, 1995.
SELLER: Solar Logos Foundation
BY: /s/ N.D. Paulsen, President
BUYER: Oasis International Corporation
BY: Steve Christensen, President
EXHIBIT "A"
SCHEDULE "A"
79.38 Acres, more or less, where the Mobile Home Park is currently
situated.
EXHIBIT "A"
SCHEDULE "B"
A parcel of land located in Section 2, T 36 N, R 66 E, MDB&M., Elko County,
Nevada, more particularly described as follows:
Beginning at the Northeast corner of said section 2, a point being corner
no. 1, the true point of beginning.
thence N89 53' 38' W. 2192.52 feet along the North line of said Section 2 to
corner no. 2, a point also being on the Southeasterly Right of Way of Nevada
State Route 233,
thence S 45 06' 22' W. 1550.37 feet along the said Southeasterly Right of
Way of Nevada State Route 233 to corner no. 3,
thence N 88 34' 02" E, 1281.06 feet to corner no. 4,
thence S 75 00' 22" E, 2, 119.03 feet to corner no. 5, a point on the East
line of said Section 2,
thence N 01 04' 13" W, 1613.23 feet along the said East line of Section 2 to
corner no. 1, the point of beginning, containing 80.37 acres more or less.
AND
Two parcels of land located in Section 2, Township 36 North, Range 66 East,
M.D.B. & M., Elko County, Nevada, more particularly described as follows:
Parcel No. 1
Commencing at the east 1/4 corner of said Section 2;
thence North 1 04' 13" West, along the easterly line of said Section 2, a
distance of 170.12 feet to corner No. 1, the Point of Beginning;
thence North 21 10' 48" West, a distance of 336.07 feet to corner No. 2;
thence North 60 15' 32" West, a distance of 2236.39 feet to corner No. 3;
thence South 75 00' 22" East, a distance of 2, 119.03 feet to Corner No. 4,
a point on the easterly line of said Section 2;
thence South 1 04' 13" East, along the easterly line of said Section 2, a
distance of 874.73 feet to Corner No. 1, the Point of Beginning.
Said parcel contains an area of 15.007 acres, more or less
Parcel No. 2
Commencing at the wast 1/4 corner of said Section 2;
thence South 1 04' 13" East, along the easterly line of said Section 2, a
distance of 57.93 feet to a point; thence South 35 12' 21" West, a distance
of 1008.72 feet to a point; thence North 48 10' 55" West, a distance of
201.30 feet to Corner No. 1, the Point of
Beginning;
thence North 88 12' 38" West, a distance of 1548.44 feet to Corner No. 2;
thence North 49 34' 06" West, a distance of 817.48 feet to Corner No. 3;
thence North 41 49' 05" East, a distance of 1015.69 feet to Corner No. 4;
thence South 48 10' 55" East, a distance of 2002.91 feet to Corner No. 1,
the Point of
Beginning.
Said parcel contains an area of 32.424 acres, more or less. Parcel 3.
5.05 Acre tract, more or less, zoned Light Industrial.
Parcel 4.
229.98 Acre tract, more or less, of open zoning.
EXHIBIT "A"
SCHEDULE "C"
226.42 Acres, more or less, west of State Road 233 and North of I-80.
EXHIBIT "A"
SCHEDULE "D"
A parcel of land located in Section 3, T 36 N, R 66 E, MDB&M., Elko County,
Nevada, more particularly described as follows:
Commencing at the Northwest corner of said Section 3, thence N 88 20' 40" E,
1211.34 feet along the North line of said Section 3, to a point on the
Southwesterly Right of Way of Interstate Route 80, thence S. 36 16' 41" E 520.42
feet along the said Southwesterly Right of Way of Interstate Route 80 to a
point, thence from a tangent bearing S 36 16' 41" E on a curve to the left, with
a radius of 10,270.00 feet, through a central angle of 11 02' 52", for an arc
length of 1980.23 feet along the said Southwesterly Right of Way of Interstate
Route 80 to corner no. 1, the true point of beginning.
thence from a tangent bearing S 47 19' 32" E on a curve to the left, with a
radius of 10,270.00 feet, through a central angle of 1 42' 06", for an arc
length of 305.00 feet along the said Southwesterly Right of Way of Interstate
Route 80 to corner no. 2,
thence S 49 01' 38" E, 995.46 feet along the said Southwesterly Right of Way
of
Interstate Route 80 to corner no. 3,
thence S 40 58' 22" W, 1000.00 feet to corner no. 4,
thence N 49 01' 38" W, 995.46 feet to corner no. 5,
thence from a tangent bearing N 49 01' 38" W on a curve to the right, with a
radius of 11,270.00 feet, through a central angle of 3 55' 59", for an arc
length of 773.65 feet to corner no. 6,
thence N 44 54' 21" E 700.00 feet to corner no. 7 ,
thence from a tangent bearing S 45 05' 39" E on a curve to the left, with a
radius of 10,570.00 feet, through a central angle of 2 13' 54", for an arc
length of 411.68 feet to corner no. 8,
thence N 42 40' 28" E, 300.00 feet to corner no. 1, the point of beginning,
containing
37.03 acres, more or less.
Parcel No. 2:
A parcel of land located in Section 36, T 36 N, R 66 E, MDB&B., Elko County,
Nevada, more particularly described as follows:
Commencing at the Northwest corner of said Section 3, thence N 88 20' 40" E,
1211.34 feet along the North line of said Section 3, to a point on the
Southwesterly Right of Way of Interstate Route 80, thence S 36 16' 41" E, 502.42
feet along the said Southwesterly Right of Way of Interstate Route 80 to a
point, thence form a tangent bearing S 36 16' 41" E on a curve to the left, with
a radius of 10,270.00 feet, through a central angle of 8 48' 58" for an arc
length of 1580.23 feet along the said Southwesterly Right of Way of Interstate
Route 80 to corner no. 1, the true point of beginning,
thence from a tangent bearing S 45 05' 39" E on a curve to the left, with a
radius of 10,270.00 feet, through a central angle of 2 13' 54", for an arc
length of 400.00 feet along the said Southwesterly Right of Way of Interstate
Route 80 to corner no.2,
thence S 42 40' 28" W, 300.00 feet to corner no. 3,
thence from a tangent bearing N 47 19' 32" W on a curve to the right, with a
radius of
10,570.00 feet, through a central angle of 2 13' 54", for an arc length of
411.68 feet to
corner no. 4, thence N 44 54' 21" E, 300.00 feet to corner no. 1, the point of
beginning, containing 2.80 acres, more or less.
Parcel No. 3:
A parcel of land located in Section 3, T 36 N, R 66 E, MDB&B., Elko County,
Nevada, more particularly described as follows:
Commencing at the Northwest corner of said Section 3, thence N 88 20' 40" E,
846.78 feet along the North line of said Section 3, to corner no. 1 the true
point of beginning.
thence continuing N 88 20' 40" E, 364.56 feet along the said North line of
said Section 3, to corner no. 2, a point on the Southwesterly Right of Way of
Interstate Route 80,
thence S 36 16' 41" E, 502.42 feet along the said Southwesterly Right of Way
of
Interstate Route 80 to corner no. 3,
thence from a tangent bearing S 36 16' 41" E on a curve to the left, with a
radius of 10,270.00 feet, through a central angle of 8 48' 58", for an arc
length of 1580.23 feet along the said Southwesterly Right of Way of Interstate
Route 80 to corner no.4,
thence S 44 54' 21" W, 300.00 feet to corner no. 5,
thence from a tangent bearing N 45 05' 39" W on a curve to the right, with a
radius of 10,570.00 feet, through a central angle of 8 48' 58", for an arc
length of 1626,39 feet to corner no. 6,
thence N 36 16' 41" W, 727.55 feet to corner no. 1, the point of beginning,
containing
15.5 acres, more or less.
Parcel No. 4
A parcel of land located in Section 3, T 36 N, R 66 E, MDB&B., Elko County,
Nevada, more particularly described as follows: Commencing at the Northwest
corner of said Section 3, thence N 88 20' 40" E, 1211.34 feet along the North
line of said Section
3, to a point on the Southwesterly Right of Way of Interstate Route 80, to a
point, thence form a tangent bearing S 36 16' 41", 520.42 feet along the said
Southwesterly Right of Way of Interstate Route 80 to a point, thence from a
tangent bearing S 36 16' 41" E on a curve to the left, with a radius of
10,270.00 feet, through a central angle of 12 44' 57", for an arc length of
2285.23 feet along the said Southwesterly Right of Way of Interstate Route 80 to
a point, thence S 49 01' 38" E, 995.46 feet, along the said Southwesterly Right
of Way of Interstate Route 80 to corner no.1, the true point of beginning,
thence continuing S 49 01' 38" E, 1100.00 feet along the said Southwesterly
Right to Way of Interstate Route 80 to corner no. 2,
thence S 16 29' 19" W, 329.64 feet to corner no. 3,
thence N 49 01' 38" W, 1236.62 feet to corner no. 4,
thence N 40 58' 22" E, 300.00 feet to corner no. 1, the point of beginning,
containing
8.1 acres, more or less.
Parcel No. 5:
334.01 remaining acres, more or less, of raw land south of I-80.
EXHIBIT "A"
SCHEDULE "E"
Township 36 North, Range 66 East, M.D.B.& M., Elko County:
Section 2: a portion of property within 18.74 acres in the W 1/2 SW 1/4 to be
bounded on the Northwest and Southwest sides by the right of way boundaries of
State Highway 233 and Interstate 80
AND
A parcel of land located in Section 2, T 36 N, R 66 E, MDB&M., Elko County,
Nevada, more particularly described as follows:
Beginning at the South 1/4 Corner said section 2, a point being corner no. 1,
the true point of beginning.
thence N 88 56' 46' W. 624.62 feet along the South line of said Section 2 to
corner
no. 2, a point also being on the Northeasterly Right of Way of Interstate
Route 80,
thence N 49 01' 38' W. 957.24 feet along the said Northeasterly Right of Way
of
Interstate 80 to corner no. 3,
thence N 02 47' 03" W, 424.06 feet, to corner no. 4,
thence N 49 01' 38" W, 1,615.94 feet to corner no. 5, a point on the
Southeasterly
Right of Way of Nevada State Route 233,
thence N 44 03' 25" E, 300.44 feet along the said Southeasterly Right of Way
of Nevada State Route 223 to corner no. 6, thence S 49 01' 38" E, 3574.67 feet,
to corner no. 7 a point on the said South line of Section 2, thence N 88 58' 42'
W. 320.00 feet along the said South line of said Section 2 to corner no. 1, the
point of beginning, containing 32.5 acres more or less.
EXHIBIT "B"
TRACT NO. 1
About 51.24 acres 416.08 Acre Feet per Year As more fully described in Exhibit
"A", Schedule "E".
TRACT NO. 2 About 79.38 acres 312.0 Acre Feet per year
As more fully described in Exhibit "A", Schedule "A".
TRACT NO. 3 About 355.83 acres 312.0 Acre Feet per Year
As more fully described in Exhibit "A", Schedule "B".
TRACT NO. 4 About 226.42 acres 312.0 Acre Feet per year
As more fully described in Exhibit "A", Schedule "C".
TRACT NO. 5 About 397.24 acres 312.0 Acre Feet per year
As more fully described in Exhibit "A", Schedule "D".
EXHIBIT C
WATER RIGHTS APPURTENANT TO TRACT NO. S 1, 2, 3, 4 AND 5
The following water right permits represent a total combined volume of water
of 1,664.08 acre feet per year from underground sources. These permits are
recorded and on file with the Nevada Division of Water Resources - Nevada State
Engineer's Office.
State of Nevada
Department of Conservation and Natural Resources
Division of Water Resources
Nevada State Engineer's Office
123 West Nye Lane
Carson City, Nevada 89710
(702) 687-4380
Point of Diversion - Permitted Well Site
Permit No. 1/4 1/4 Section Township Range
- ---------- --- --- ------- -------- -----
45320 NE SE 2 36 66
53690 NE SE 2 36 66
53689 SW NW 2 36 66
46580 SE NW 2 36 66
53691 SE SE 3 36 66
53688 NW SW 2 36 66