EXHIBIT 10.6.4
AMENDMENT TO LEASE
------------------
THIS AMENDMENT is made this 31st day of January, 1985, by and between
C.S.& Y. ASSOCIATES, a general partnership (hereinafter referred to as
"Lessor"), and ELDORADO HOTEL ASSOCIATES, a limited partnership (hereinafter
referred to as "Lessee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Lessor and Lessee entered into a Lease dated July 21, 1972, for
that certain parcel of real property located in Reno, Washoe County, Nevada,
more particularly described in Exhibit "A" attached hereto and incorporated
herein by reference (hereinafter referred to as the "Demised Premises"); and
WHEREAS, said Lease has been amended by written agreements dated March 20,
1973, and January 1, 1978; and
WHEREAS, the January 1, 1978, Amendment to the Lease enabled the Eldorado
Hotel and Casino to expand to the adjoining "Shell Property" owned by Lessee
with the combined properties now constituting the existing Eldorado Hotel and
Casino (hereinafter "Existing Eldorado"); and
WHEREAS, the Lessee owns certain additional real property adjacent to and
located generally south and west of the Demised Premises (hereinafter referred
to as the "Expansion Property"); and
WHEREAS, Lessee intends to construct a hotel and casino facility on the
Expansion Property and to connect those improvements to the Existing Eldorado;
and
WHEREAS, Lessee has obtained the necessary government approvals for the
construction of the improvements
MCDONALD, CARANO, WILSON, BERGIN,
FRANKOVICH & HICKS
ATTORNEYS AT LAW
RENO, NEVADA 89505-2670
on the Expansion Property; and
WHEREAS, as part of the approved project on the Expansion Property, Lessee
has obtained the abandonment of certain alleys adjoining the Demised Premises
and anticipates the future abandonment of an additional alley abutting the
Demised Premises; the description of these alleys (hereinafter referred to as
"Alley Properties") is attached hereto as Exhibit "B" and incorporated herein
by reference; and
WHEREAS, the parties hereto desire to transfer all right, title, and
interest in and to the Alley Properties to the Lessee; and
WHEREAS, in consideration thereof, the parties desire to amend the
existing Lease Agreement, as amended, between the parties.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
conditions set forth herein, the parties agree as follows:
1. Lessor agrees to, and hereby does, transfer and convey all right,
title, and interest in and to the Alley Properties described in Exhibit "B"
attached hereto and incorporated herein by reference, to Lessee. Lessor
agrees to execute any other documents, including a quitclaim deed, that may
be necessary to carry out the intent and purpose of this paragraph. Lessee
agrees to pay all costs and compensation that may be required to the City of
Reno to obtain abandonment of the Alley Properties and further agrees to pay
all costs to relocate the utilities located within the Alley Properties and
agrees to hold C. S. & Y. harmless from any and all liability or cost
associated therewith.
-2-
MCDONALD, CARANO, WILSON, BERGIN,
FRANKOVICH & HICKS
ATTORNEYS AT LAW
RENO, NEVADA 09505-2670
2. Paragraph 3(a), (b), and (c) of the original Lease, together with
Paragraph 1 of the Amendment to Lease dated January 1, 1978, are hereby deleted
in their entirety and are amended and substituted as follows:
RENTAL DUPING TERM OF LEASE:
___________________________
(a) Commencing January 1, 1985, and for the balance of the term of the
Lease, the rental for the Demised Premises shall be either the amount
provided for in subparagraph (i), or subparagraph (ii) set forth below,
whichever is greater.
(i) There shall be a guaranteed minimum annual rent in the sum of
Four Hundred Thousand Dollars ($400,000) (hereinafter referred to
as "Basic Rental"). This Basic Rental shall not be subject to any
adjustment based on the Consumer Price Index or otherwise during the
remaining term of this Lease.
(ii) A sum equal to three percent (3%) of the gross gaming revenues
for the first Six Million Five Hundred Thousand Dollars
($6,500,000) of such gross gaming revenues, one percent (1%) of the
gross gaming revenues in excess of Six Million Five Hundred Thousand
Dollars ($6,500,000) up to Thirty-Five Million Dollars ($35,000,000),
and one-fourth of one percent (.25%) of gross gaming revenues in
excess of Thirty-Five Million Dollars ($35,000,000) up to Seventy-
Five Million Dollars ($75,000,000), and one-tenth of one percent
(.1%) of all gross gaming revenues in excess of Seventy-Five Million
Dollars ($75,000,000). In addition thereto, for a period of five (5)
years commencing January 1, 1985, Lessee shall pay an additional one-
fourth of one percent (.25%) of all gross gaming revenues in excess
of Thirty-Five Million Dollars ($35,000,000) up to Forty Million
Dollars ($40,000,000). Gross gaming revenue for the purposes of
this Agreement shall include all gaming revenues received by Lessee
from all gaming operations on the city block on which the Demised
Premises is located including future expansions thereon that may be
undertaken by Lessee, and the gross gaming revenue for the purposes
of this Agreement shall be computed as follows:
The total of all amounts received from gaming operations,
as winnings, less the total of all amounts paid out, from gaming
operations, as losses. In computing winnings, no revenue shall
be recognized on noncash
MCDONALD, CARANO, WILSON, BERGIN,
FRANKOVICH & HICKS -3-
ATTORNEYS AT LAW
Reno, Nevada 89505-2670
promotional items, or uncollected credit play. In computing losses,
no deductions shall be allowed for noncash promotional payout or for
the provision of anticipated payouts on progressive slot machines.
Additionally, a deduction will be allowed for uncollected returned
checks which were cashed for gaming purposes.
(b) The rental payments due under paragraph (a) above shall be paid as
follows:
(i) The Basic Rental payable under subparagraph (a) (i) above shall
be payable in monthly installments in the amount of Thirty-Three
Thousand Three Hundred Thirty-Three and 33/100 Dollars ($33,333.33).
(ii) To the extent that the amount payable under subparagraph (a) (ii)
above is greater than the amount payable under subparagraph (a) (i)
for any calendar year, the difference shall be payable within ninety
(90) days after each calendar year.
(c) Lessee shall make available for inspection by Lessor's duly authorized
agent a copy of all gaming tax reports filed with the State of Nevada for
the purposes of determining gross gaming revenues and copies of the result
of any audits of the gaming revenue by representatives of the State of
Nevada. In addition, the independent auditors of the Lessee shall
provide the Lessor written confirmation after the completion of their
examination of Lessee's financial statements for each year, that their
opinion on the financial statements was unqualified, or if their opinion
was qualified in any respect related to the gross gaming revenue, the
independent auditors shall provide the reasons for such qualification
to the Lessor. The Lessor may, at any time and at its own expense,
obtain its own independent audit of the gross gaming revenue, provided
that it does not interfere with the conduct of normal business operations
by the Lessee or the audits which are in progress by the State of
Nevada or the Lessee's independent auditors.
3. Lessor shall have no right, title, and interest to any of the Expansion
Property or the Alley Properties or any improvements located thereon.
4. Lessee shall have the right to encumber the Existing Eldorado with
a first mortgage or first deed of trust for financing for purposes other
than substantial improvements, alterations or construction on the Demised
MCDONALD, CARANO, WILSON, BERGIN,
FRANKOVICH & HICKS
ATTORNEYS AT LAW
RENO, NEVADA 89505-2670
-4-
Premises and the Lease of the Demised Premises shall be subordinate
to said mortgage or deed of trust; provided, however, that such
financing shall be limited in amount to eighty percent (80%) of the
fair market value of the Existing Eldorado, shall be at a prevailing
rate of interest, shall not extend beyond the term of the Lease and
shall be with a National or State Banking Institution authorized to
do business in the State of Nevada. If the parties are unable to
agree on the fair market value of the Existing Eldorado, an M.A.I.
Appraiser shall be mutually selected by the parties who shall appraise
the Existing Eldorado. The Appraiser's determination of fair market
value shall be the value for the purposes of this provision. Lessee
may enter into a binding agreement for such financing and the
subordination of this Lease shall be effective automatically without
further act of Lessor and Lessor hereby consents thereto. Lessor
agrees to execute and deliver any such first mortgage or first deed
of trust or any other documents or instruments that may be required
by a lender to effectuate the subordination of this Lease. After
July 1, 2007, the automatic subordination as set forth herein shall
terminate and thereafter any subordination of this Lease will require
the written approval of the Lessor; which approval will not be
unreasonably withheld.
5. All other terms and conditions of the Lease Agreement
dated July 21, 1972, together with amendments thereto, except as
otherwise provided herein or inconsistent with the terms and
conditions set forth herein, shall remain in full force and effect.
IN WITNESS WHEREOF, Lessor and Lessee have caused this
Amendment to Lease to be executed and have affixed their
MCDONALD, CARANO, WILSON, BERGIN
FRANKOVICH & HICKS -5-
ATTORNEYS AT LAW
RENO, NEVADA 89505-2670
signatures the day and year first written above.
LESSOR: LESSEE:
C. S. & Y. ASSOCIATES ELDORADO HOTEL ASSOCIATES
By RECREATIONAL ENTERPRISES, INC.
/s/ George L. Siri, Jr.
- ------------------------------------- By /s/ Donald L. Carano
George L. Siri, Jr. ------------------------------------
Donald L. Carano
/s/ Susan B. Siri
- ------------------------------------- By HOTEL-CASINO MANAGEMENT, INC.
Susan B. Siri
/s/ George Yori By /s/ Raymond J. Poncia, Jr.
- ------------------------------------- ------------------------------------
George Yori Raymond J. Poncia, Jr.
By HOTEL-CASINO REALTY
/s/ Genevieve Yori INVESTMENTS, INC.
- -------------------------------------
Genevieve Yori
By /s/ Raymond J. Poncia, Jr.
/s/ William Carano ------------------------------------
- ------------------------------------- Raymond J. Poncia, Jr.
William Carano
/s/ Donald L. Carano
/s/ Lena M. Carano ---------------------------------------
- ------------------------------------- Donald L. Carano, Trustee
Lena M. Carano for the Carano Family Trust
/s/ Donald L. Carano
- -------------------------------------
Donald L. Carano
/s/ Donald L. Carano
- -------------------------------------
Donald L. Carano, Trustee
for the Sonja Carano Trust
/s/ Mildred Carano Lewis
- -------------------------------------
Mildred Carano Lewis
MCDONALD, CARANO, WILSON, BERGIN,
FRANKOVICH & HICKS
ATTORNEYS AT LAW
RENO, NEVADA 89505-2670
-6-
STATE OF NEVADA )
: ss
COUNTY OF WASHOE )
On this 30 day of January, 1985, personally appeared before me, GEORGE
L. SIRI, JR. and SUSAN B. SIRI, husband and wife, general partners of C. S. & Y.
ASSOCIATES, a general partnership, known to me to be the persons whose names are
subscribed to the above instrument and acknowledged to me that they executed the
same.
/s/ Robert B. MacKay
-------------------------
NOTARY PUBLIC
----------------------------------------------
ROBERT B. MACKAY
(SEAL
APPEARS Notary Public - State of Nevada
HERE)
Appointment Recorded in Washoe County
MY APPOINTMENT EXPIRES SEPT. 15, 1985
----------------------------------------------
STATE OF NEVADA )
: ss
COUNTY OF WASHOE )
On this 30 day of January, 1985, personally appeared before me, GEORGE
YORI and GENEVIEVE YORI, husband and wife, general partners of C. S. & Y.
ASSOCIATES, a general partnership, known to me to be the persons whose names are
subscribed to the above instrument and acknowledged to me that they executed the
same.
/s/ Robert B. MacKay
-----------------------------
NOTARY PUBLIC
----------------------------------------------
ROBERT B. MACKAY
(SEAL
APPEARS Notary Public - State of Nevada
HERE)
Appointment Recorded in Washoe County
MY APPOINTMENT EXPIRES SEPT. 15, 1985
----------------------------------------------
MCDONALD, CARANO, WILSON, BERGIN
FRANKOVICH & HICKS
ATTORNEYS AT LAW -7-
RENO, NEVADA 89505-2670
STATE OF NEVADA )
: ss
COUNTY OF WASHOE )
On this 31st day of January, 1985, personally appeared before me,
WILLIAM CARANO and LENA CARANO, husband and wife, general partners of C. S. & Y.
ASSOCIATES, a general partnership, known to me to be the persons whose names are
subscribed to the above instrument and acknowledged to me that they executed the
same.
/s/ Robert B. MacKay
-------------------------
NOTARY PUBLIC
(SEAL APPEARS HERE)
STATE OF NEVADA )
: ss
COUNTY OF WASHOE )
On this 30th day of January, 1985, personally appeared before me,
DONALD L. CARANO, a married man, general partner of C. S. & Y. ASSOCIATES, a
general partnership, known to me to be the person whose name is subscribed to
the above instrument and acknowledged to me that he executed the same.
/s/ Robert B. MacKay
-----------------------------
NOTARY PUBLIC
(SEAL APPEARS HERE)
MCDONALD, CARANO, WILSON, BERGIN,
FRANKOVICH & HICKS
ATTORNEYS AT LAW -8-
RENO, NEVADA 89505-2670
STATE OF NEVADA )
: ss
COUNTY OF WASHOE )
On this 30th day of January, 1985, personally appeared before me, DONALD L.
CARANO, Trustee for the Sonja Carano Trust, general partner of C. S. & Y.
ASSOCIATES, a general partnership, known to me to be the person whose name is
subscribed to the above instrument and acknowledged to me that he executed the
same.
/s/Robert B. MacKay
----------------------------------
NOTARY PUBLIC
[SEAL OF NOTARY PUBLIC APPEARS HERE]
STATE OF NEVADA )
: ss
COUNTY OF WASHOE )
On this 31st day of January, 1985, personally appeared before me, MILDRED
CARANO LEWIS, a married woman, general partner of C. S. & Y. ASSOCIATES, a
general partnership, known to me to be the person whose name is subscribed to
the above instrument and acknowledged to me that he executed the same.
/s/Robert B. MacKay
----------------------------------
NOTARY PUBLIC
[SEAL OF NOTARY PUBLIC APPEARS HERE]
MCDONALD, CARANO, WILSON, BERGIN,
FRANKOVICH & HICKS
ATTORNEYS AT LAW
RENO, NEVADA 89505-2670
-9-
STATE OF NEVADA )
: ss.
COUNTY OF WASHOE )
On this 30 day of January, 1985, personally appeared before me, DONALD L.
CARANO, President of RECREATIONAL ENTERPRISES, INC., a Nevada corporation,
general partner of ELDORADO HOTEL ASSOCIATES, a limited partnership, known to me
to be the person whose name is subscribed to the above instrument and
acknowledged to me that he executed the same.
/s/Robert B. MacKay
-----------------------------------
NOTARY PUBLIC
[SEAL OF NOTARY PUBLIC APPEARS HERE]
STATE OF NEVADA )
: ss.
COUNTY OF WASHOE )
On this 30 day of January, 1985, personally appeared before me, RAYMOND J.
PONCIA, JR., President of HOTEL-CASINO MANAGEMENT, INC., a Nevada corporation,
general partner of ELDORADO HOTEL ASSOCIATES, a limited partnership, known to me
to be the person whose name is subscribed to the above instrument and
acknowledged to me that he executed the same.
/s/Robert B. MacKay
-----------------------------------
NOTARY PUBLIC
[SEAL OF NOTARY PUBLIC APPEARS HERE]
MCDONALD, CARANO, WILSON, BERGIN,
FRANKOVICH & HICKS
ATTORNEYS AT LAW
RENO, NEVADA 89505-2670
-10-
STATE OF NEVADA )
: ss.
COUNTY OF WASHOE )
On this 30th day of January, 1985, personally appeared before me, RAYMOND
J.PONCIA, JR., President of HOTEL-CASINO REALTY INVESTMENTS, INC., a Nevada
corporation, general partner of ELDORADO HOTEL ASSOCIATES, a limited
partnership, known to me to be the person whose name is subscribed to the above
instrument and acknowledged to me that he executed the same.
/s/ Robert B. MacKay
----------------------------------
NOTARY PUBLIC
(Seal-Notary Public appears here)
STATE OF NEVADA )
: ss.
COUNTY OF WASHOE )
On this 30th day of January, 1985, personally appeared before me, DONALD
L. CARANO, Trustee for The Carano Family Trust, general partner of ELDORADO
HOTEL ASSOCIATES, a limited partnership, known to me to be the person whose name
is subscribed to the above instrument and acknowledged to me that he executed
the same.
/s/ Robert B. MacKay
-----------------------------------
NOTARY PUBLIC
(Seal-Notary Public appears here)
MCDONALD, CARANO, WILSON, BERGIN,
FRANKOVICH & HICKS
ATTORNEYS AT LAW -11-
RENO, NEVADA 89505-2670
Exhibit 11
DESCRIPTION
-----------
SITUATE IN THE CITY OF RENO, COUNTY OF WASHOE, STATE OF NEVADA, AS FOLLOWS:
PARCEL 1
LOT 5 in BLOCK G of ORIGINAL TOWN NOW CITY OF RENO,
ACCORDING TO THE MAP THEREOF, FILED IN THE OFFICE
OF THE COUNTY RECORDER OF WASHOE COUNTY, STATE OF
NEVADA, ON JUNE 27, 1871.
PARCEL 2
LOT 6 IN BLOCK G OF ORIGINAL TOWN NOW CITY OF RENO,
ACCORDING TO THE MAP THEREOF, FILED IN THE OFFICE
OF THE COUNTY RECORDER OF WASHOE COUNTY, STATE OF
NEVADA, ON JUNE 27, 1871.
PARCEL 3
LOT 7 in BLOCK G of ORIGINAL TOWN NOW CITY OF RENO,
ACCORDING TO THE MAP THEREOF, FILED IN THE OFFICE
OF THE COUNTY RECORDER OF WASHOE COUNTY, STATE OF
NEVADA, ON JUNE 27, 1871.
PARCEL 4
LOT 8 IN BLOCK G OF ORIGINAL TOWN NOW CITY OF RENO,
ACCORDING TO THE MAP THEREOF, FILED IN THE OFFICE
OF THE COUNTY RECORDER OF WASHOE COUNTY, STATE OF
NEVADA, ON JUNE 27, 1871.
[LOGO OF TRANSWESTERN ENGINEERING CORP. APPEARS HERE]
LEGAL DESCRIPTION
PORTION ALLEY BLOCK G, RENO TOWNSITE
That certain parcel of land situate in the Northeast quarter Section 11,
T. 19.N., R. 19E., M.B.D. & M., City of Reno, Washoe County, Nevada more
particularly described as follows:
BEGINNING at the southeast corner of Lot 8, Block G of Reno Townsite as
shown on Tract Map #94, said point being the TRUE POINT OF BEGINNING;
THENCE southerly along the easterly line of said Block G S 13(DEGREES)
50' 00" E 10.00';
THENCE S 76(DEGREES) 12' 06" W 150.42';
THENCE N 13(DEGREES) 41' 52" W 130.03';
THENCE N 76(DEGREES) 12' 06" E 10.00';
THENCE S 13(DEGREES) 41' 52" E 120.03';
THENCE N 76(DEGREES) 12' 06" E 140.40' to the TRUE POINT OF BEGINNING;
The basis of bearing is the west line of Virginia Street taken as
N 13(DEGREES) 50' 00" E as shown on Survey Map #1207 filed on July 25,
1978 in the Office of the County Recorder, Washoe County, Nevada.
[REGISTERED LAND
SURVEYORS' SEAL
APPEARS HERE]
EXHIBIT B
539 Riverside Drive
Reno, Nevada 89513
(702) 329-0202
P.O. Box 50357
Reno, Nevada 89513
[Street map for Eldorado Hotel & Casino appears here.]