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AMENDMENT TO LEASE N
STATE OF LOUISIANA Section
Section
PARISH OF CALCASIEU Section
THIS AMENDMENT TO LEASE made this _______ day of _________________,
1995, between PORT RESOURCES, INC., a Louisiana corporation, and CRU, INC., a
Louisiana corporation (hereinafter collectively, "LANDLORD"), and ST. CHARLES
GAMING COMPANY, INC., a Louisiana corporation (hereinafter "TENANT").
W I T N E S S E T H:
A. Effective as of the ___________ day of
___________________________, 1995, LANDLORD and TENANT entered into that
certain Lease (the "Lease"), covering the property situated in Calcasieu
Parish, Louisiana, as more fully described therein (the "Leased Property").
B. LANDLORD and TENANT have agreed to further modify and amend
certain terms and conditions of the Lease and desire to set forth such
agreement in writing.
C. All capitalized terms herein shall have the same meanings set
forth in the Lease.
NOW, THEREFORE, for and in consideration of the sum of $10.00 cash to
each the other in hand paid, the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, LANDLORD and TENANT hereby agree as follows:
1. Term. Paragraph 2 of the Lease is deleted in its entirety and
the following is substituted therefor:
2. Term. The initial term of this Lease shall be for
five (5) years (hereinafter, the "initial term"), to commence
___________________________, 1995. TENANT shall have the option to
renew this Lease for seven (7) additional five (5) year terms
(hereinafter, the "Renewal term") under the same terms and conditions
of this Lease and as further provided below. TENANT shall notify
LANDLORD of its intention to exercise its option to renew at least six
(6) months prior to the expiration of the initial term and any Renewal
term of this Lease.
3. Rental. Paragraph 3(C) of the Lease is deleted in its
entirety and the following is substituted therefor:
(C) Second through all subsequent Renewal Terms. During
the second through all subsequent Renewal terms, inclusive, the Rent
shall be not less than the rent for the last year of the preceding
term subject to the following adjustments:
In the event TENANT exercises its option to extend the term of
this Lease, Rent shall be increased as of the commencement date of the
Renewal term (the "Rent Adjustment Date") as follows:
(a) Commencing at the beginning of the month
which is three (3) months prior to the Rent Adjustment Date,
LANDLORD and TENANT shall attempt to agree upon an increase in
Rent for the Leased Property, for the Renewal term, such Rent
to equal one hundred (100%) percent of rent paid by other
riverboat gaming operators in Louisiana and Mississippi for
comparable property usages. The parties expressly recognize
that the Rent to be paid hereunder by TENANT shall be only for
the Leased Property and that in calculating Rent for the
second through all subsequent Renewal
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terms, TENANT shall not pay rent on improvements constructed
by TENANT. If the parties are unable to agree upon the Rent
for the Renewal term prior to the end of such month, then
within ten (10) days thereafter each party, at its own cost
and by giving notice to the other party, shall appoint a real
estate appraiser with at least five (5) years full-time
commercial real estate appraisal experience in the area which
the Leased Property is located to appraise and set Rent for
the Renewal term. If a party does not appoint an appraiser
within ten (10) days after the other party has given notices
of the name of its appraiser, the single appraiser appointed
shall be the sole appraiser and shall set the Rent for the
Renewal term. If each party shall have so appointed an
appraiser, the two appraisers shall meet promptly and attempt
to set the Rent for the Renewal term. If the two appraisers
are unable to agree within thirty (30) days after the second
appraiser has been appointed, they shall attempt to select a
third appraiser meeting the qualifications herein stated
within ten (10) days after the last day the two appraisers are
given to set the Rent. If the two appraisers are unable to
agree on the third appraiser within such ten (10) day period,
either of the parties to this Lease, by giving ten (10) days
notice to the other party, may apply to the President of the
Louisiana Real Estate Commission for the selection of a third
appraiser meeting the qualifications stated in this paragraph.
Each of the parties shall bear one-half ( 1/2) of the cost of
appointing the third appraiser and of paying the third
appraiser's fee. The third appraiser, however selected, shall
be a person who has not previously acted in any capacity for
either party.
(b) Within thirty (30) days after the selection
of the third appraiser, a majority of the appraisers shall set
the Rent for the Renewal term. If a majority of the
appraisers are unable to set the Rent within the stipulated
period of time, the three appraisals shall be added together
and their total divided by three(3). The resulting quotient
shall be the annual Rent for the Leased Property during the
Renewal term. If, however, the low appraisal and/or the high
appraisal is/are more than five (5%) percent lower and/or
higher than the middle appraisal, the low appraisal and/or the
high appraisal shall be disregarded. If only one appraisal is
disregarded, the remaining two (2) appraisals shall be added
together and their total divided by two (2), and the resulting
quotient shall be the Rent for the Leased Property during the
Renewal term. If both the low appraisal and the high
appraisal are disregarded as stated in this paragraph, the
middle appraisal shall be the Rent for the Leased Property
during the Renewal term.
(c) After the Rent for the Renewal term has been
set, the appraisers shall immediately notify the parties
hereto in writing by certified mail, return receipt requested.
4. Assignment of Lease to Lender.
(A) If requested by TENANT's lender (the "Lender"),
LANDLORD agrees to consent to the collateral assignment to the Lender
of TENANT's leasehold interest in the Lease, subject to the terms of
the Lease. The consent of LANDLORD is further conditioned upon
LANDLORD's approval of the terms and provisions of the instrument
evidencing such assignment, which approval will not be unreasonably
withheld.
(B) The provisions of paragraph 12 (B) and (C) shall
apply to any assignment or sublease by Lender of TENANT's leasehold
interest in the Lease. However, LANDLORD expressly reserves the right
to approve any such assignment or sublease which approval will not be
unreasonably withheld.
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5. Louisiana Riverboat Gaming Partnership. LANDLORD hereby
consents to the assignment by TENANT of fifty (50%) percent of TENANT's capital
stock to Louisiana Riverboat _Gaming Partnership ("LRGP"), a Louisiana
partnership comprised of Louisiana Riverboat Site Development, Inc., a
Louisiana corporation wholly owned by Louisiana Downs, Inc. (50%), and CSNO,
Inc., a Louisiana corporation wholly owned by Casino America, Inc. (50%).
6. Additional Tenants. LRGP joins herein as a party TENANT and
acknowledges and agrees to faithfully perform all of the covenants, agreements,
terms and provisions of this Lease, on TENANT's part to be performed.
7. Ratification of Lease. No other amendment to the Lease is
made or intended to be made hereby and, except as amended by this instrument,
the Lease is hereby ratified, confirmed and reaffirmed by the parties.
EXECUTED effective as of the date set forth above, in multiple
original counterparts, each of which shall be an original, but all of which
together shall constitute but one and the same instrument.
LANDLORD
WITNESSES: PORT RESOURCES, INC.
____________________________________ By:_________________________________
Name: ______________________________
____________________________________ Title: _____________________________
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF CALCASIEU
On this _______ day of ______________________, 1995, before me
personally appeared ______________________________, to me personally known, who
being by me duly sworn, did say that he is the ____________________________, of
PORT RESOURCES, INC., and said appearer acknowledged to me, Notary, in the
presence of the undersigned competent witnesses, that the foregoing instrument
was signed on behalf of said corporation by authority of its Board of
Directors, and said appearer acknowledged said instrument to be the free act
and deed of said corporation.
IN WITNESS WHEREOF, said appearer has executed these presents together
with me, Notary, and the undersigned competent witnesses, in the Parish/County
and State aforesaid, on the date first above written.
WITNESSES:
___________________________________
____________________________________
___________________________________
____________________________________
NOTARY PUBLIC
WITNESSES: CRU, INC.
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____________________________________ By:_________________________________
Name: ______________________________
____________________________________ Title: _____________________________
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF CALCASIEU
On this _______ day of ______________________, 1995, before me
personally appeared ______________________________, to me personally known, who
being by me duly sworn, did say that he is the ____________________________, of
CRU, INC., and said appearer acknowledged to me, Notary, in the presence of the
undersigned competent witnesses, that the foregoing instrument was signed on
behalf of said corporation by authority of its Board of Directors, and said
appearer acknowledged said instrument to be the free act and deed of said
corporation.
IN WITNESS WHEREOF, said appearer has executed these presents together
with me, Notary, and the undersigned competent witnesses, in the Parish/County
and State aforesaid, on the date first above written.
WITNESSES:
___________________________________
____________________________________
___________________________________
____________________________________
NOTARY PUBLIC
TENANT
WITNESSES: ST. CHARLES GAMING COMPANY, INC.
____________________________________ By:_________________________________
Name: ______________________________
____________________________________ Title: _____________________________
ACKNOWLEDGMENT
STATE OF________________________
PARISH/COUNTY OF__________________________
On this _______ day of ______________________, 1995, before me
personally appeared ______________________________, to me personally known, who
being by me duly sworn, did say that he is the ____________________________, of
ST. CHARLES GAMING COMPANY, INC., and said appearer acknowledged to me, Notary,
in the presence of the undersigned competent witnesses, that the foregoing
instrument was signed on behalf of said corporation by authority of its Board
of Directors, and said appearer acknowledged said instrument to be the free act
and deed of said corporation.
IN WITNESS WHEREOF, said appearer has executed these presents together
with me, Notary, and the undersigned competent witnesses, in the Parish/County
and State aforesaid, on the date first above written.
WITNESSES:
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___________________________________
____________________________________
___________________________________
____________________________________
NOTARY PUBLIC
WITNESSES: CROWN CASINO CORPORATION
____________________________________ By:_________________________________
Name: ______________________________
____________________________________ Title: _____________________________
ACKNOWLEDGMENT
STATE OF _____________________________
PARISH/COUNTY OF __________________________
On this _______ day of ______________________, 1995, before me
personally appeared ______________________________, to me personally known, who
being by me duly sworn, did say that he is the ____________________________, of
CROWN CASINO CORPORATION, and said appearer acknowledged to me, Notary, in the
presence of the undersigned competent witnesses, that the foregoing instrument
was signed on behalf of said corporation by authority of its Board of
Directors, and said appearer acknowledged said instrument to be the free act
and deed of said corporation.
IN WITNESS WHEREOF, said appearer has executed these presents together
with me, Notary, and the undersigned competent witnesses, in the Parish/County
and State aforesaid, on the date first above written.
WITNESS:
___________________________________
____________________________________
___________________________________
____________________________________
NOTARY PUBLIC
WITNESSES: LOUISIANA RIVERBOAT GAMING
PARTNERSHIP
____________________________________ By:_________________________________
Name: ______________________________
____________________________________ Title: _____________________________
ACKNOWLEDGMENT
STATE OF _____________________________
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PARISH/COUNTY OF ___________________________
On this _______ day of ______________________, 1995, before me
personally appeared ______________________________, to me personally known, who
being by me duly sworn, did say that he is the ____________________________, of
LOUISIANA RIVERBOAT GAMING PARTNERSHIP, and said appearer acknowledged to me,
Notary, in the presence of the undersigned competent witnesses, that the
foregoing instrument was signed on behalf of said partnership by authority of
its members, and said appearer acknowledged said instrument to be the free act
and deed of said partnership.
IN WITNESS WHEREOF, said appearer has executed these presents together
with me, Notary, and the undersigned competent witnesses, in the Parish/County
and State aforesaid, on the date first above written.
WITNESS:
___________________________________
____________________________________
___________________________________
____________________________________
NOTARY PUBLIC