STATE OF MISSISSIPPI
EXHIBIT 10.52
COUNTY OF HARRISON
EIGHTH LEASE AMENDMENT
This Eighth Lease Amendment (the "Amendment") entered into as of the 14TH
day of December, 1998, between the State of Mississippi appearing herein by and
through its duly authorized agencies, the MISSISSIPPI DEPARTMENT OF ECONOMIC AND
COMMUNITY DEVELOPMENT and the MISSISSIPPI STATE PORT AUTHORITY AT GULFPORT,
herein collectively referred to as LESSOR and GRAND CASINOS OF MISSISSIPPI, INC.
- - GULFPORT, hereinafter referred to as LESSEE.
WHEREAS, on May 20, 1992, LESSOR and Grand Casinos, Inc. (hereinafter
referred to as "GCI") entered into that certain Lease Agreement (the "Original
Lease Agreement") pursuant to which LESSOR leased to GCI the land described
therein;
WHEREAS, on December 14, 1992, LESSOR and GCI entered into that certain
Lease Amendment (the "First Amendment") by which the Original Lease Agreement
was amended;
WHEREAS, on February 2, 1993, LESSOR, GCI and Grand Casinos of Mississippi,
Inc. - Gulfport ("LESSEE") entered into that Second Lease Amendment with Consent
to Assignment (the "Second Amendment") by which (i) the Original Lease Agreement
was further amended, and (ii) GCI's interest in the Original Lease Agreement (as
amended) was transferred and assigned to LESSEE;
WHEREAS, LESSOR and LESSEE entered into the following additional amendments
to the Original Lease Agreement on the following dates:
(i) that certain Third Lease Amendment (the "Third Amendment") on
February 9, 1994;
(ii) that certain Fourth Lease Amendment (the "Fourth Amendment") on
June 3, 1994;
(iii) that certain Fifth Lease Amendment (the "Fifth Amendment") on
November 30, 1995;
(iv) that certain Fifth Lease Amendment (the "Sixth Lease Amendment")
on July 8, 1996; and
(v) that certain Seventh Lease Amendment (the "Seventh Lease
Amendment") on March 1, 1998.
The Sixth Lease Amendment was inadvertently designated as a "Fifth Lease
Amendment" and should have been designated as the "Sixth Lease Amendment". The
Original Lease Agreement, as amended by the First Amendment, the Second
Amendment, the Third Amendment, the Fourth
Amendment, the Fifth Amendment, the Sixth Lease Amendment and the Seventh
Lease Amendment is hereinafter referred to as the "Lease Agreement", and
provides the terms and conditions pursuant to which LESSOR is leasing to
LESSEE the land described in EXHIBIT A attached hereto;
WHEREAS, pursuant to Article XX of the Lease Agreement, LESSORS consent
must be obtained prior to any assignment of the Lease Agreement.
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained in the Lease Agreement and other good and valuable
consideration, the parties do mutually agree as follows:
Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Lease Agreement.
1. Pursuant to Article XX of the Lease Agreement, LESSOR hereby
consents to and approves the change in ownership of the Lease
Agreement, the Leased Premises, and the Vessels effectuated by the
transactions contemplated by that certain Agreement and Plan of
Merger dated June 30, 1998, between Grand Casinos, Inc., a
Minnesota corporation and Hilton Hotel Corporation, a Delaware
corporation ("Merger").
2. Upon execution of this Amendment and completion of the Merger,
Grand Casinos of Mississippi, LLC - Gulfport (hereinafter referred
to as "LLC - Gulfport") shall become LESSEE under the Lease
Agreement and Grand Casinos, Inc. shall remain fully liable for
the performance of the terms and conditions of the Lease.
3. By executing this Amendment, and upon completion of the Merger,
LLC - Gulfport accepts the terms and conditions of the Lease
Agreement and covenants to operate under and to comply with the
terms and conditions set forth therein.
4. Upon execution of this Amendment and completion of the Merger,
Park Place Entertainment Corporation (hereinafter "Park Place"),
of which GCI will be a wholly owned subsidiary, agrees to
guarantee the performance by LLC - Gulfport and GCI of the terms
and conditions of the Lease Agreement. This guaranty of Park
Place shall be binding on Park Place and its successors and
assigns. The liability of Park Place pursuant to the guaranty
shall not be released, discharged, limited or effected in any way
by any exercise of, or failure or delay in exercising, any right,
remedy, power or privilege which LESSOR may have or by any
bankruptcy, insolvency, arrangement, composition, assignment for
benefit of creditors or similar proceedings by or against LLC -
Gulfport or GCI.
5. The parties to this Amendment acknowledge and reaffirm that any
financing or refinancing of LESSEE's or LLC - Gulfport's interest
in the Lease Agreement,
2
Leased Premises or the Vessels requires the consent and approval
of LESSOR as provided for in the Lease Agreement.
6. LESSOR hereby acknowledges that as of November 30, 1998, it is not
aware of any present or continuing not in default by LESSEE under
the terms of the Lease Agreement and affirms that the Lease
Agreement is in full force and effect.
7. All other terms and conditions of the Lease Agreement remain in
full force and effect.
[The remainder of this page has been left blank intentionally.]
3
IN WITNESS WHEREOF, the parties have hereto executed this Eighth Lease
Amendment as of this ______ day of December, 1998.
LESSOR:
ATTEST: MISSISSIPPI DEPARTMENT OF ECONOMIC
AND COMMUNITY DEVELOPMENT
/s/
----------------------
By: /s/ James B. Heidel
------------------------
Name: James B. Heidel
------------------------
Title: Executive Director
------------------------
STATE OF MISSISSIPPI )
)SS
COUNTY OF JACKSON )
PERSONALLY came and appeared before me, the undersigned authority, in and
for the above named County and State, the within named JAMES B. HEIDEL, who
acknowledged to and before me that he is EXECUTIVE DIRECTOR of the MISSISSIPPI
DEPARTMENT OF ECONOMIC AND COMMUNITY DEVELOPMENT, and that he signed and
delivered the above and foregoing instrument for and on behalf of the
MISSISSIPPI DEPARTMENT OF ECONOMIC AND COMMUNITY DEVELOPMENT after being duly
authorized so to do.
SWORN to and subscribed before me, this 17th day of December, 1998.
/s/ Diane B. Bouf
-----------------------------
Notary Public
My Commission Expires:
May 23, 2001
4
ATTEST: MISSISSIPPI STATE PORT AUTHORITY AT
GULFPORT
/s/
-------------------
By: /s/ John K. Rester
--------------------------
Name: John K. Rester
--------------------------
Title: President
--------------------------
STATE OF MISSISSIPPI )
)SS
COUNTY OF HARRISON )
PERSONALLY came and appeared before me, the undersigned authority, in and
for the above named County and State, the within named JOHN K. RESTER who
acknowledged to and before me that he is PRESIDENT of the MISSISSIPPI STATE PORT
AUTHORITY AT GULFPORT, and that he signed and delivered the above and foregoing
instrument for and on behalf of the MISSISSIPPI STATE PORT AUTHORITY AT GULFPORT
after being duly authorized so to do.
SWORN to and subscribed before me, this 14th day of December, 1998.
/s/ Janice J. Gaston
-----------------------------
Notary Public
My Commission Expires:
October 6, 2001
- ------------------------
5
LESSEE:
ATTEST: GRAND CASINOS, INC.
/s/
- ---------------------
By: /s/ Timothy J. Cope
---------------------------
Name: Timothy J. Cope
---------------------------
Title: Chief Financial Officer
---------------------------
STATE OF MINNESOTA )
)SS
COUNTY OF HENNEPIN )
PERSONALLY came and appeared before me, the undersigned authority, in and
for the above named County and State, the within named TIMOTHY J. COPE, who
acknowledged to and before me that he is CHIEF FINANCIAL OFFICER of GRAND
CASINOS, INC., a Minnesota corporation and that he signed and delivered the
above and foregoing instrument for and on behalf of GRAND CASINOS, INC. after
being duly authorized so to do.
SWORN to and subscribed before me, this 14th day of December, 1998.
/s/ Patricia L. Buffham
-----------------------------
Notary Public
My Commission Expires:
January 21, 2000
- -------------------------
6
ATTEST: GRAND CASINOS OF MISSISSIPPI, INC. -
GULFPORT
/s/
- ---------------------
By: /s/ Timothy J. Cope
---------------------------
Name: Timothy J. Cope
---------------------------
Title: Chief Financial Officer
---------------------------
STATE OF MINNESOTA )
)SS
COUNTY OF HENNEPIN )
PERSONALLY came and appeared before me, the undersigned authority, in and
for the above named County and State, the within named TIMOTHY J. COPE, who
acknowledged to and before me that he is CHIEF FINANCIAL OFFICER of GRAND
CASINOS OF MISSISSIPPI, INC. - GULFPORT, a Minnesota corporation and that he
signed and delivered the above and foregoing instrument for and on behalf of
GRAND CASINOS OF MISSISSIPPI, INC. - GULFPORT after being duly authorized so to
do.
SWORN to and subscribed before me, this 14th day of December, 1998.
/s/ Patricia L. Buffham
-----------------------------
Notary Public
My Commission Expires:
January 31, 2000
- ----------------------
7
ATTEST: GRAND CASINOS OF MISSISSIPPI, LLC - GULFPORT
/s/
- ----------------------
By: /s/ Timothy J. Cope
---------------------------
Name: Timothy J. Cope
---------------------------
Title: Chief Financial Manager
---------------------------
STATE OF MINNESOTA )
)SS
COUNTY OF HENNEPIN )
PERSONALLY came and appeared before me, the undersigned authority, in and
for the above named County and State, the within named TIMOTHY J. COPE, who
acknowledged to and before me that he is CHIEF FINANCIAL MANAGER of GRAND
CASINOS OF MISSISSIPPI, LLC - GULFPORT, a Mississippi limited liability company
and that he signed and delivered the above and foregoing instrument for and on
behalf of GRAND CASINOS OF MISSISSIPPI, LLC - GULFPORT after being duly
authorized so to do.
SWORN to and subscribed before me, this 14th day of December, 1998.
/s/ Patricia L. Buffham
-----------------------------
Notary Public
My Commission Expires:
January 31, 2000
- ----------------------
8
GRAND CASINOS OF
MISSISSIPPI, INC. - GULFPORT
EXHIBIT "A"
DESCRIPTIONS
That certain land and property situated and being in Section 9, Township 8
South, Range 11 West, City of Gulfport, First Judicial District, Harrison
County, Mississippi, more particularly described as follows:
PARCEL 1:
The water area extending 185 feet immediately South of Lots 1 through 18,
inclusive, Block 2, and also immediately South of that portion of Lot 1,
Block 3, which is West of a line which is the extension of the concrete
bulkhead marking the East side of the commercial Small Craft Harbor,
according to a map or plat of the Property and Port Facilities of Gulfport,
MS, prepared by H.A. Campbell, dated October 1954, at page 3 of the Book of
Unrecorded Plats in the office of the Chancery Clerk of Harrison County,
Mississippi, First Judicial District, more particularly described as:
Commencing at the intersection of the centerline of the L. & N. R.R.
R.O.W. and the C. & S.I. R.R. R.O.W. (I.C.R.R.); thence S0DEG.14'16"W a
distance of 830.87 ft. to a point; thence S31DEG.05'44"E a distance of
619.92 ft. to a point on the North line of the Mississippi State Port;
thence S70DEG.21'12"W along the North line of the said Mississippi State
Port a distance of 1,128.07 ft. to a point; thence S66DEG.24'04"W along
the North line of the said Mississippi State Port a distance of 529.70 ft.
to a point; thence S20DEG.32'44"E a distance of 262.62 ft. to the POINT OF
BEGINNING; thence S20DEG.32'44"E a distance of 185.26 ft. to a point;
thence S66DEG.23'50"W a distance of 887.53 ft. to a point; thence
N32DEG.11'11"W a distance of 187.09 ft. to a point; thence N66DEG.23'50"E
a distance of 925.33 ft. to the point of beginning. Said parcel contains
3.8495 acres, more or less.
LESS AND EXCEPT that part of the above described property which is within and a
part of the HOTEL LEASE SITE hereinafter described.
PARCEL 2:
Lots 1 through 10, inclusive, and the North 30 feet of Lot 11, Block 3 of
the Commercial Small Craft Harbor, according to a map or plat of the
Property and Port Facilities of Gulfport, MS, prepared by H. A. Campbell,
dated October 1954, at page
9
3 of the book of Unrecorded Plats in the office of the Chancery Clerk of
Harrison County, Mississippi, First Judicial District, more particularly
described as:
PARCEL A: Commencing at the intersection of the center line of the L. & N.
R.R. R.O.W. and the C. & S.I. R.R. R.O.W. (I.C. R.R.); thence
S0DEG.14'16"W a distance of 830.87 ft. to a point; thence S31DEG.05'44"E a
distance of 619.92 ft. to a point on the North line of the Mississippi
State Port; thence S70DEG.21'12"W along the North line of the Mississippi
State Port a distance of 1,128.07 ft. to a point; thence S66DEG.24'04"W
along the said North line of the Mississippi State Port a distance of
529.70 ft. to a point; thence S20DEG.32'44"E a distance of 312.04 ft. to
the POINT OF BEGINNING, being at the center line of a concrete bulkhead
cap, thence S20DEG.32'44"E along said concrete bulkhead cap a distance of
430.0 ft. to a point; thence N69DEG.27'52"E a distance of 253.49 ft. to a
point on the Westline of the extension of 30th Ave.; thence N20DEG.32'08"W
along the West line of the extension of 30th Ave. a distance of 336.89 ft.
to a point of curvature of a curve to the right with a radius of 699.34 ft.
and an central angle of 7DEG.39'02"; thence along the arc of said curve a
distance of 93.38 ft. to a point; thence S69DEG.27'52"W a distance of
259.72 ft. to the point of beginning. Said Parcel contains 2.5071 acres,
more or less.
AND:
PARCEL B: Commencing at the intersection of the center line of the L. & N.
R.R. R.O.W. and the C. & S.I. R.R. R.O.W. (I.C. R.R.); thence
S0DEG.14'16"W a distance of 830.87 ft. to a point; thence S31DEG.05'44"E a
distance of 612.92 ft. to a point on the North line of the Mississippi
State Port; thence S70DEG.211'12"W along the North line of the said
Mississippi State Port a distance of 1,128.07 ft. to a point; thence
S66DEG.24'04"W along the North line of the said Mississippi State Port a
distance of 529.70 ft. to a point; thence S20DEG.32'44"E a distance of
206.06 ft. to the POINT OF BEGINNING; thence S20DEG.32'44"E a distance of
105.98 ft. to a point; thence N69DEG.27'52"E a distance of 259.72 ft. to a
point on the arc of a curve to the right on the West line of the extension
of 30th Ave. with a radius of 699.34 ft. and a central angle of
10DEG.12'31"; thence along the arc of said curve a distance of 124.60 ft.
to the intersection with the South Line of Port Road; thence of
S66DEG.24'04W along the South line of Port Road a distance of 287.70 ft.
to the point beginning. Said Parcel contains 0.7060 acres, more or less.
PARCEL 3:
Lots 1 through 18, inclusive, in Block 1; Lots 1 through 18, inclusive, in
Block 2; that portion of Lot 19, Block 1 is West of a line which is the
extension of the concrete bulkhead marking the East side of the Commercial
Small Craft Harbor; the
10
25-foot-wide Port Road immediately North of Lots 1 through 18, Block 2;
that portion of Lot 1, Block 3, which is West of a line which is the
extension of the concrete bulkhead marking the East side of the
Commercial Small Craft Harbor; and the designated 25-foot-wide roadway
immediately North of Lots 1 through 18, inclusive, Block 1 and that
portion of Lot 19, Block 1 which is West of a line which is the extension
of the concrete bulkhead marking the East side of the Commercial Small
Craft Harbor, all as shown by a map or plat of the Property and Port
Facilities of Gulfport, MS, prepared by H. A. Campbell, dated October
1954, at page 3 of the Book of Unrecorded Plats in the office of the
Chancery Clerk of Harrison County, Mississippi, First Judicial District,
more particularly described as:
Commencing at the intersection of the center line of the L. & N. R.R.
R.O.W. and the C. & S.I. R.R. R.O.W. (I.C. R.R.); thence S0DEG.14'16"W a
distance of 830.67 ft. to a point; thence S31DEG.05'44"E a distance of
619.92 ft. to a point on the North line of the Mississippi State Port;
thence S70DEG.21'12"W along the said North line of the Mississippi State
Port a distance of 1,128.07 ft. to a point; thence S66DEG.24'04"W along
said North line of the Mississippi State Port a distance of 529.70 ft. to
the POINT OF BEGINNING; thence S66DEG.24'04"W along said North line of the
Mississippi State Port a distance of 978.93 ft. to a point being the
Northwest corner of the Mississippi State Port; thence S32DEG.11'11"E a
distance of 265.20 ft. to a point; thence N66DEG.23'50"E generally along
the center line of the existing concrete bulkhead cap a distance of 925.33
ft. to a point at the intersection of a concrete bulkhead cap at the
Northeast corner of the Commercial Small Craft Harbor; thence
N20DEG.32'44"W a distance of 262.62 ft. to the point of beginning. Said
Parcel contains 5.7329 acres, more or less, and the North 35 ft. of the
Parcel is subject to the Harrison County Seawall easement.
LESS AND EXCEPT that part of the above described property which is within
and a part of the HOTEL LEASE SITE hereinafter described.
PARCEL 4 - INGRESS-EGRESS EASEMENT:
Commencing at the intersection of the center line of the L. & N. R.R.
R.O.W. and the C. & S.I. R.R. R.O.W. (I.C. R.R.); thence S0DEG.14'16"W a
distance of 830.87 ft. to a point; thence S31DEG.05'44"E a distance of
619.92 ft. to a point on the North line of the Mississippi State Port;
thence S70DEG.21'12"W along the North line of said Mississippi State Port a
distance of 1128.07 ft. to a point; thence S66DEG.24'04"'W along the North
line of said Mississippi State Port a distance of 529.70 ft. to the POINT
OF BEGINNING; thence S20DEG.32'44"E a distance of 61.87 ft. to a point;
thence N66DEG.24'04"E a distance of 80.0 ft. to a point; thence
N20DEG.32'44"W a distance of 61.87 ft. to a point on the North line of
said Mississippi State Port; thence
11
S66DEG.24'04"W along the North line of said Mississippi State Port a
distance of 80.0 ft. to the point of beginning. Said parcel contains
0.1136 acres, more or less.
PARCEL 5 - NON-GAMING USES:
Lots 20 through 24, inclusive, Block 1, and the remaining portion of Lot
19, Block 1 not taken by the Primary Parking area, which is East of a line
which is the extension of the concrete bulkhead, marking the East Side of
the Commercial Small Craft Harbor, and this designated 25-foot-wide roadway
immediately North of Lots 20 through 24, inclusive, Block 1, and the
remaining portion of Lot 19, Block 1, not taken by the Primary Parking
area, which is East of a line which is the extension of the concrete
bulkhead marking the East side of the Commercial Small Craft Harbor, and
the designated 25-foot-wide roadway immediately South of Lots 20 through
24, inclusive, Block 1, and the remaining portion of Lot 19, Block 1 not
taken by the Primary Parking area, which is East of the line which is the
extension of the concrete bulkhead marking the East side of the Commercial
Small Craft Harbor, according to a map or plat of the Property and Port
Facilities of Gulfport, MS, prepared by H. A. Campbell, dated October 1954
found at page 3 of the Book of Surveys and Unrecorded Plats in the office
of the Chancery Clerk of Harrison County, Mississippi, First Judicial
District.
PARCEL 6 - HOTEL LEASE SITE:
Two certain parcels of land situated in Section 9, Township 8 South, Range
11 West, First Judicial District, City of Gulfport, Harrison County,
Mississippi, (lying within and being part of above-described Parcel 1 and
Parcel 3) described as follows:
PARCEL A.
Commencing at the intersection of the South right-of-way boundary of U.S.
Highway 90 and the west right-of-way boundary of 30th Avenue; thence
S66DEG.24'04"W along said south right-of-way of U.S. Highway 90, 1360.93
feet to a brass bolt in the seawall and the POINT OF BEGINNING, said point
being the northwest property corner of the Mississippi State Port at
Gulfport, thence along the south right-of-way boundary of U.S. Highway 90,
N66DEG.24'04"E a distance of 208.39 feet; thence S23DEG.35'03"E a distance
of 262.29 feet; thence S66DEG.23'50"W a distance of 168.71 feet along a
concrete bulkhead; thence N32DEG.11'11"W a distance of 265.28 feet to
the POINT OF BEGINNING. Said parcel contains 1.14 acres.
and
12
PARCEL B. Commencing at the intersection of the south right-of-way
boundary of U.S. Highway 90 and the west right-of-way boundary of 30th
Avenue; thence S66DEG.24'04"W along said south right-of-way of U.S. Highway
90, 1360.93 feet to a brass bolt in the seawall, said point being the
northwest property corner of the Mississippi State Port at Gulfport, thence
S32DEG.11'11"E a distance of 265.20 feet; thence N66DEG.23'50"E a distance
of 27.05 feet along a concrete bulkhead to the POINT OF BEGINNING; thence
N66DEG.23'50"E a distance of 74.00 feet along a concrete bulkhead; thence
S23DEG.35'03"E a distance of 14.26 feet; thence S66DEG.24'57"W a distance
of 74.00 feet; thence N23DEG.35'03"W a distance of 14.26 feet to the POINT
OF BEGINNING. Said parcel contains 1055.24 square feet or 0.02 acres.
The above described Parcels 1, 2A, 2B, 3, 4, 5, 6A and 6B are the same
properties described in that certain Lease Agreement entered into on May 20,
1992 by and between Mississippi Department of Economic and Community Development
and the Mississippi State Port Authority at Gulfport, as Lessor, and Grand
Casinos, Inc., as Lessee, as amended by Lease Amendment dated December 14, 1992,
Second Lease Amendment dated February 3, 1992, Third Lease Amendment dated
February 9, 1994, Fourth Lease Amendment dated June 3, 1994, Fifth Lease
Amendment dated November 30, 1995, Fifth (sic.) Lease Amendment dated July 8,
1996 (the "Sixth Lease Amendment"), and Seventh Lease Amendment dated March 1,
1998. The aforesaid parcels are contiguous without strips, gores, or overlaps.
The above described Parcels are not always designated by the identical parcel
numbers as those referenced in the Lease Agreement and the various amendments
thereto; for example, Parcel 5 described above is the same property identified
as Parcel 6 in the Third Lease Amendment, the Sixth Lease Amendment and the
Seventh Lease Amendment.
NOTE: Parcels 1 through 6 comprise Tax Parcels No. 0811L-02-002.008,
0811L-02-002.009 and 0811L-02-002.010.
ADDRESS OF LESSOR: P.O. Box 40
Gulfport, MS 39502
(228) 865-4300
ADDRESS OF LESSEE: 11975 Seaway Road
Gulfport, MS 39503
(228) 604-5043
INDEXING INSTRUCTIONS: The S 1/2 of the NW 1/4 and the N 1/2 of the SW
1/4 of Sec. 9, T-8-S, R-11-W, Harrison County, 1st
Dist., MS.
13
DOCUMENT PREPARED BY: Latham & Watkins
Sears Tower, Suite 5800
Chicago, IL 60606
(312) 876-7700
AFTER RECORDING RETURN TO: Pringle & Roemer, PLLC
P.O. Box 211
Biloxi, MS 39533
228-374-1747
14
MEMORANDUM OF 6TH AND 7TH AMENDMENTS TO LEASE
STATE OF MISSISSIPPI
COUNTY OF HARRISON
This memorandum of 6th and 7th Amendments to Lease ("Memorandum") is made
as of this 30thday of DECEMBER 1998, by and between the State of Mississippi
appearing herein by and through its duly authorized agencies, the Mississippi
Department of Economic and Community Development and the Mississippi State Port
Authority at Gulfport ("Lessor") and Grand Casinos of Mississippi, Inc. -
Gulfport ("Lessee).
WITNESSETH
WHEREAS, on May 20, 1992, Lessor and Grand Casinos, Inc. (hereinafter
referred to as "GCI") entered into that certain Lease Agreement (the "Original
Lease Agreement") pursuant to which Lessor leased to GCI the land described
therein;
WHEREAS, on December 14, 1992, Lessor and GCI entered into that certain
Lease Amendment (the "First Amendment") by which the Original Lease Agreement
was amended;
WHEREAS, on February 3, 1992, Lessor, GCI and Grand Casinos of Mississippi,
Inc. - Gulfport ("Lessee") entered into that certain Second Lease Amendment with
Consent to Assignment (the "Second Amendment") by which (i) the Original Lease
Agreement was further amended, and (ii) GCI's interest in the Original Lease
Agreement (as amended) was transferred and assigned to Lessee;
WHEREAS, Lessor and Lessee entered into the following additional amendments
to the Original Lease Agreement on the following dates:
(i) that certain Third Lease Amendment (the "Third Amendment") on
February 9, 1994;
(ii) that certain Fourth Lease Amendment (the "Fourth Amendment") on
June 3, 1994;
(iii) that certain Fifth Lease Amendment (the "Fifth Amendment") on or
about November 30, 1995
(iv) that certain Fifth Lease Amendment (the "Sixth Lease Amendment")
on July 8, 1996, attached hereto as Exhibit A; and
15
(v) that certain Seventh Lease Amendment (the "Seventh Amendment") on
March 1, 1998, attached hereto as Exhibit B.
The Sixth Lease Amendment was inadvertently designated as a "Fifth Lease
Amendment," and should have been designated as the "Sixth Lease Amendment." The
Original Lease Agreement, as amended by the First Amendment, the Second
Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the
Sixth Lease Amendment and the Seventh Lease Amendment is hereinafter referred to
as the "Lease Agreement;"
NOW, THEREFORE, for and in consideration of the mutual covenants and
stipulations contained in the Lease Agreement, the parties do mutually contract
and agree as follows:
This Memorandum constitutes notice of the existence of the Sixth Lease
Amendment and the Seventh Lease Amendment, the terms, covenants, and conditions
of which are completely incorporated by reference herein to the same extent as
if they had been set forth verbatim in this Memorandum.
IN WITNESS WHEREOF, the parties have caused this Memorandum to be executed
on the day first written above.
16
LESSOR:
MISSISSIPPI DEPARTMENT OF
ECONOMIC COMMUNITY
DEVELOPMENT
ATTEST: By: /s/James B. Heidel
-----------------------
Name: James B. Heidel
---------------------
/s/ Title: Executive Director
- --------------------- --------------------
Legal Counsel
STATE OF MISSISSIPPI )
) SS.
COUNTY OF HINDS )
Personally appeared before me, the undersigned authority in and for the
said County and State, on this 15TH day of JANUARY 1999, within my jurisdiction
the within named JAMES B. HEIDEL, who acknowledged that he is the EXECUTIVE
DIRECTOR of MISSISSIPPI DEPARTMENT OF ECONOMIC COMMUNITY DEVELOPMENT, an agency
of the State of Mississippi, and as its act and deed he executed the above and
foregoing instrument, after first having been duly authorized by said agency so
to do.
/s/ Fannie R. Goodlett
-------------------------
Notary Public
MY COMMISSION EXPIRES MAY 17, 1989
17
LESSOR:
MISSISSIPPI PORT AUTHORITY
AT GULFPORT
ATTEST: By: /s/ John K. Rester
----------------------
Name: John K. Rester
-------------------
/s/ Title: President
- ---------------------- ------------------
STATE OF MISSISSIPPI )
) SS.
COUNTY OF HARRISON )
Personally appeared before me, the undersigned authority in and for the
said County and State, on this 14TH day of JANUARY 1999, within my jurisdiction
the within named JOHN K. RESTER who acknowledged that he is the PRESIDENT of
MISSISSIPPI STATE PORT AUTHORITY AT GULFPORT, an agency of the State of
Mississippi, and as its act and deed he executed the above and foregoing
instrument, after first having been duly authorized by said agency so to do.
/s/ Janice J. Gaston
--------------------------
Notary Public
My Commission Expires October 6, 2001
18
LESSEE:
GRAND CASINOS
OF MISSISSIPPI, INC. - GULFPORT
ATTEST: By: /s/ Timothy J. Cope
---------------------------
Name: Timothy J. Cope
-------------------------
/s/ Title: Chief Financial Officer
- ------------------------ ------------------------
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
Personally appeared before me, the undersigned authority in and for the
said County and State, on this 30TH day of DECEMBER 1998, within my jurisdiction
the within named TIMOTHY J. COPE, who acknowledged that he is the CHIEF
FINANCIAL OFFICER of GRAND CASINOS OF MISSISSIPPI, INC. - GULFPORT, a Minnesota
corporation, and that for and on behalf of said corporation and as its act and
deed he executed the above and foregoing instrument, after first having been
duly authorized by said corporation so to do.
/s/ Patricia L. Buffham
----------------------------
Notary Public
My Commission Expires Jan. 31, 2000
19
ADDRESS OF LESSOR: P. O. Box 40
Gulfport, MS 39502
ADDRESS OF LESSEE: 11975 Seaway Road
Gulfport, MS 39503
INDEXING INSTRUCTIONS: The S 1/2 of the NW 1/4 and the N 1/2 of the SW 1/4 of
Sec. 9, T-8-S, R-11-W, Harrison County, 1st Dist., MS.
DOCUMENT PREPARED BY: Latham & Watkins
Sears Tower, Suite 5800
Chicago, IL 60606
(312) 876-7700
Latham & Watkins
Sears Tower, Suite 5800
Chicago, IL 60606
(312) 876-7700
Attention: Cathy A. Birkeland
AFTER RECORDING, RETURN TO: Pringle & Roemer, PLLC
Attorneys at Law
P. O. Box 211
Biloxi, MS 39533
20