Exhibit 10.1
EXECUTION VERSION
CASINO OPERATIONS LEASE
THIS CASINO OPERATIONS LEASE (Lease) is made and entered into as of the 28th day
of June, 2011 (the Effective Date), by and among Hyatt Equities, L.L.C., a Delaware limited
liability company, as Landlord (Landlord) and Gaming Entertainment (Nevada) LLC, a Nevada limited
liability company, as Tenant (Tenant).
RECITALS
A. Landlord is the owner of the Hyatt Regency Lake Tahoe Resort, Spa & Casino
located in Incline Village, Nevada, and more particularly described in Exhibit A (the
Project
).
B. Landlord has entered into a certain Amended and Restated Management Agreement (the
Management Agreement
) assigned to Hyatt Corporation (
Hotel Operator
) on October
1, 2002 pursuant to which Hotel Operator manages a first class hotel at the Project (the
Hotel
).
C. Landlord desires to lease to Tenant, and Tenant desires to lease from Landlord (i) a
portion of the Project in which gaming or gambling (as defined in NRS 463.0153) is presently being
conducted, comprising approximately twenty-thousand nine-hundred and ninety (20,990) square feet,
including bar tops, as reflected in Exhibit A (
Casino
) and (ii) the associated offices,
back-of-the-house count rooms, casino cages, and all surveillance area within the Project
(collectively, the
Casino Office Space
) as depicted in Exhibit B attached hereto for
use by Tenant for the operation of nonrestricted gaming under and pursuant to the Applicable Laws,
as defined below. The Casino and the Casino Office Space are sometimes collectively referred to
herein as the Premises (the
Premises
).
NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties hereto
agree that the foregoing recitals are true and correct and incorporated into this Lease and the
parties further agree that Landlord will lease to Tenant, and Tenant will lease from Landlord, the
Premises on the following terms and conditions:
ARTICLE I
APPROVALS, GAMING ACTIVITIES AND GAMING EQUIPMENT
1.1
Approvals.
(a) On or prior to June 15, 2011, at Tenants sole cost and expense, Tenant shall submit, all
applications, filings and other submissions required by the Nevada Gaming Authorities (as defined
below) to obtain the Gaming Approvals (as defined below). Tenant shall respond to any requests
from the Nevada Gaming Authorities and promptly file any additional information required in
connection with such filings as soon as practicable after receipt of
requests for such additional information. Landlord shall reasonably cooperate with Tenant in
making all such filings, and, upon request, Landlord shall make any filings requested to be made by
Landlord by any Nevada Gaming Authority in connection with the operation of the Casino on the
Premises by Tenant. Landlord shall be responsible for the costs of any such filings by Landlord
related to its suitability and Tenant shall be responsible for any such filings by Landlord related
to its suitability. Tenant shall keep Landlord promptly and regularly apprised of the status of
any communications with and any inquiries or requests for additional information from, the Nevada
Gaming Authorities and shall comply promptly with any such inquiry or request.
(b) Tenant acknowledges and agrees that it will at all times during the Term (as defined
below) maintain in full force and effect and in good standing, at its sole cost and expense, all
permits, licenses and approvals (
Approvals
) required by all laws, statutes, regulations,
rules, ordinances, codes, licenses, permits and orders, from time to time in existence, of all
courts of competent jurisdiction and government agencies, and all applicable judicial and
administrative and regulatory decrees, judgments and orders that now or hereafter are required to
be obtained for the operation of the Casino within the Project, including, without limitation, the
Premises, or any portion thereof, including those relating to the regulation and licensing of
gaming, the sale of alcoholic beverages, employees, health, safety and environmental matters and
accessibility of public facilities (collectively,
Applicable Laws
), and including,
without limitation, all Approvals required by the Nevada State Gaming Control Board, the Nevada
Gaming Commission, the Washoe County Commission and the City of Incline Village, Nevada
(collectively, the
Nevada Gaming Authorities
) relating to the Premises and the conduct of
Gaming Operations on the Premises (collectively,
Gaming Approvals
). Except as otherwise
expressly provided herein, it is understood and agreed that Landlord shall be solely responsible
for the compliance of the building structure, parking areas, and surrounding facilities (other than
the Premises) with all federal, state and local laws, regulations, rules, ordinances, codes,
licenses, permits and orders, in all material respects; except to the extent any non-compliance is
caused by Tenant. Tenant hereby agrees not to do anything within the Project to cause the Project
to be in non-compliance with all federal, state and local laws, regulations, rules, ordinances,
codes, licenses, permits and orders.
1.2
Gaming Activities.
Tenant shall have the sole and exclusive right to conduct
gaming and gambling at the Project and in the Casino (
Gaming Operations
) and shall have
complete control over its Gaming Operations during the Term without interference by Landlord.
Neither Landlord nor any agent or representative of Landlord shall exercise, either directly or
indirectly, management or control of any kind whatsoever, over the conduct of gaming on the
Premises. Tenant expressly covenants and agrees that it shall, at all times during the Term, at
its sole cost and expense:
(a) comply, in all material respects, with all Applicable Laws, and the requirements of the
Nevada Gaming Authorities; and
(b) in accordance with Applicable Law, including, without limitation, the
Nevada Gaming
Act
(Chapter 463 of the Nevada Revised Statutes, as amended from time to
time, or any successor statute thereto, and the regulations promulgated thereunder, and any
other requirements of the Nevada Gaming Authorities) provide supervision of its Gaming Operations
to prevent play by or loitering of minors in or about the Casino.
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ARTICLE II
LEASED PROPERTY
2.1
Lease of Premises and Grant of Easements through Public Areas
. Landlord
hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord.
2.2.
Use of Public Areas.
Landlord hereby grants to Tenant, its employees, agents,
representatives, customers, business invitees and licensees a non-exclusive easement and right of
free and unfettered access through and across the public areas of the Project (as the public areas
may exist and as they may be modified by Landlord from time to time, provided that any such
modification shall not hinder or prevent commercially reasonable access to and from the Premises)
for the purposes of ingress and egress to the Premises. Tenant hereby grants to Landlord, its
employees, agents, customers and invitees a non-exclusive easement and right of access through and
across the public areas of the Premises for purposes of ingress and egress to the other portions of
the Project, and for other purposes consistent with the intended uses of the public areas.
2.3
Parking
. Landlord agrees that non-dedicated parking areas of the Project (as
determined by Landlord in its absolute discretion, provided that the number of parking spaces shall
be no less than currently available to the existing Tenant) may be used by Tenants gaming
customers. Tenants employees shall be permitted to use Project parking facilities on the same
basis and under the same terms and conditions as employees of the Project, provided, however, that
Landlord may, in the exercise of its reasonable discretion, determine the number and location of
spaces allocated for use by Tenants employees and Tenant agrees to abide by and cause its
employees to abide by such determination. Notwithstanding the foregoing, in no event shall parking
for the Premises be less that the minimum parking spaces required by Applicable Laws.
2.4
Landlords Reservation
. Landlord reserves to itself the roof and exterior walls of
the building containing the Premises, and all space above the ceilings within the Premises, to
accommodate the Projects structural, mechanical and electrical conduit piping, ducting and venting
requirements. Landlord further reserves the right to run utility lines, pipes, conduits and
ductwork through the air space above ceilings, and through the columns and walls of the Premises,
in locations that will minimize interference with Tenants use of the Premises and subject to any
required conduits, wiring, pipes, ductwork or related mechanical systems related to the operation
of the Casino or its surveillance functions.
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2.5
Changes to Project
. Landlord reserves the right at any time and from time to time
(a) to make or permit changes or revisions in the site plan for or layout of the Project including,
without limitation, additions to, subtractions from, rearrangements of, alterations of,
modifications of or supplements to the public areas or the building areas, walkways, parking
areas, driveways or other areas within or without the Project and upon the property on which the
Project is located, (b) to construct other buildings or improvements in or as additions to the
Project and to make alterations thereof or additions thereto and to build additional stories on any
such building or buildings and to construct other buildings or improvements adjoining the same
(however no such modification may materially and adversely affect the conduct of operations of the
Casino unless approved by Tenant, which approval shall not be unreasonably withheld, conditioned or
delayed), and (c) to make or permit changes or revisions in the Project, including additions
thereto, and to convey portions of the Project and the property on which the Project is located to
others for the purpose of constructing thereon other buildings or improvements, including additions
thereto and alterations thereof. Landlord will have the right without abatement of Rent to (i)
enter into, modify and terminate easements and other agreements pertaining to the use and
maintenance of the parking area portions of the Project and the property on which the Project is
located (however, in no event, shall parking for the Premises be less than the minimum number of
parking spaces required by Applicable law), (ii) close such portions of the Project and the
property on which the Project is located as may, in the reasonable opinion of Landlord, be
necessary to prevent a dedication thereof or the accrual of any right therein to any person or to
the public, (iii) close portions of the Project and the property on which the Project is located
for any other reason reasonably determined by Landlord to be in the best interest of the Project,
(iv) close temporarily any or all portions of the Project and the property on which the Project is
located for repairs or refurbishing (provided, however, that in no event shall any portion of the
Casino be closed unless approved by Tenant, which approval shall not be unreasonably withheld,
conditioned or delayed, in accordance with Section 2.7 hereinbelow) (v) discourage non-guest
parking , (vi) move, remove, relocate and/or replace seats, trees, planters and other amenities
commonly found in similar resorts, and (vii) do such other acts in and to said areas and
improvements, as Landlord, in the exercise of its reasonable business judgment, deems advisable.
Provided that nothing herein shall materially and adversely interfere with or cause the suspension
or cessation of gaming activity within the Casino substantially as it is currently functioning, or
cause the loss of use of any of Tenants security, surveillance, accounting, cash counting or other
casino related back of house areas within the Premises.
2.6
Relocation
. Throughout the Term and from time to time, Landlord shall have a right
to relocate all or a portion of the Casino Office Space within the Project provided that the total
size thereof after such relocation is approximately the same square footage as the original Casino
Office Space. Landlord shall notify Tenant of such relocation not less than thirty (30) days prior
to the date thereof. Landlord shall reconstruct on the relocated Casino Office Space improvements
substantially similar in quality, style and design to those constructed at the original Casino
Office Space in accordance with plans and specifications approved by Landlord and Tenant, which
approval shall not be unreasonably withheld by either party. Landlord shall pay the cost of moving
and reinstalling the fixtures, furnishings and equipment of Tenant into the relocated Casino Office
Space. As of the later of the date specified in Landlords notice to Tenant or ten (10) days after
Landlord has notified Tenant that it has completed the improvements to be constructed by Landlord
on the relocated Casino Office Space, Tenant shall surrender the original Casino Office Space (or
the portion thereof that is to be relocated), and shall move to the relocated Casino Office Space,
and the relocated Casino Office Space shall be deemed the Casino Office Space hereunder as fully as
if originally described in this Lease.
Tenant agrees that promptly, on demand, it shall execute an amendment to this Lease designating the
location of the relocated Casino Office Space.
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2.7
Remodeling
. If at any time from time to time during the Term Landlord remodels all
or any portion of the Project, and such remodeling includes all of the Premises or a portion
thereof, then Landlord shall have the right to change the dimensions or reduce the size of the
Premises and to close all or a portion of the Project, for such period as Landlord deems advisable;
provided, however that if any such renovation requires the closing of the Premises, or any portion
thereof, Landlord shall obtain the prior consent of Tenant, which consent shall not be unreasonably
withheld, conditioned or delayed, including without limitation, consent as to the schedule for the
renovations affecting the Premises so as to minimize any disruption to Tenants operations within
the Premises. If Tenant is required to close all or a portion of the Premises in connection with
such remodeling, then, as Tenants sole and exclusive remedy for such closure, Rent will be
equitably abated based upon the portion of the floor area of the Premises that is rendered
untenantable by such remodeling as a proportion of the total floor area of the Premises prior to
such remodeling. In the event of any remodeling pursuant to this Section 2.7, Landlord shall
repair any damage to the Premises caused thereby, and in the event of any reduction in the area of
the Premises, as Tenants sole and exclusive remedy therefore, Rent shall be equitably reduced
based upon the portion of the floor area of the Premises that is rendered untenantable by such
remodeling as a proportion of the total floor area of the Premises prior to such remodeling.
ARTICLE III
TERM OF LEASE
3.1
Initial Term.
The term of this Lease shall begin (
Commencement Date
) at
such time as Tenant commences its Gaming Operations at the Project, and, unless extended as
provided below, shall end at 11:59 p.m. on the date immediately preceding the fifth
(5
th
) anniversary of the Commencement Date (
Initial Term
).
3.2
Additional Terms.
Provided that Tenant is not then in material default under this
Lease, Tenant, shall have one option to extend the term of this Lease for five (5) consecutive
years (the
Additional Term
) by giving Landlord written notice of exercise of such option
at least six (6) months prior to the expiration of the then-expiring initial Term or Additional
Term, subject to and provided that Landlord consents, in its sole discretion, in writing to extend
this Lease for an Additional Term by providing written notice of its consent within thirty (30)
days after the receipt of the notice from Tenant. In the event that the Tenant does not provide
the notice or Landlord does not consent, the Lease will terminate as provided herein. As used in
this Lease, Term means the Initial Term together with the duly exercised Additional Term. Except
as expressly provided in this Lease (and in particular, subject to Section 4.2 below) or as
Landlord and Tenant may otherwise agree, the terms and conditions applicable to the Additional
Term will be the same as the terms and conditions of the Initial Term, and Rent and other charges
will continue to be adjusted as provided in this Lease as though such Additional Term were part of
the Initial Term.
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3.3
Early Termination by Landlord
.
(a) If at any time Tenant, or its Affiliates (as defined in NRS 463.0133) or their
respective officers, directors, employees or agents or equity holders, (i) is denied a license,
found unsuitable, or is denied or otherwise unable to obtain any other Approval or Regulatory
Approval required for Tenant to continue to lawfully lease the Casino or conduct nonrestricted
gaming at the Casino (
Gaming Operations
), (ii) does not obtain such Approval or
Regulatory Approval within any required time limit, as the same may be extended by any Nevada
Gaming Authority or other state, county or local governmental authority having jurisdiction to
grant or deny any such Approval of the Gaming Operations, or (iii) withdraws any application for
any Approval or Gaming Approval, (iv) directly or indirectly causes a termination or denial of any
Approval or Gaming Approval of Landlord or any person as a result of this Lease, then Landlord may
terminate this Lease effective upon the later of (a) one (1) business day after notice is given to
Tenant by Landlord, or (b) the date Tenant is not permitted to conduct Gaming Operations at the
Project, unless such failure is cured before such later date.
(b) Notwithstanding any other provision of this lease, Landlord shall have the option,
exercisable at any time from and after thirty (30) calendar months following the Commencement Date,
by written notice to Tenant, to purchase Tenants leasehold interest in the Premises and all of
Tenants right, title and interest in, to and under this Lease (
Tenants Leasehold
),
together with all of Tenants assets (the
Assets
) used in its Gaming Operations,
including, but not limited to, (i) Tenants furniture, fixtures and equipment, including all gaming
devices and associated equipment (collectively,
Tenants Personal Property
), (ii)
Tenants gaming inventories and operating supplies, (iii) trade names, trademarks, customer lists,
good will and other related intangible assets related to the Gaming Operations, and specifically
including the names Grand Lodge Casino and Player Advantage Club, all internet domain names and
URLs related thereto, all other intangible property owned or leased by Tenant required for the
Gaming Operations, including, without limitation, goodwill, operating and training manuals,
federal, state and local certifications and other permits (to the extent assignable), manuals and
plans relating to the Gaming Operations, customer lists, supplier lists and similar documents, and
trademarks and trade names used in the Gaming Operations, (iii) all assignable rights and
obligations under contracts, agreements, leases, instruments or other documents or commitments,
arrangements, undertakings, practices or authorizations related to the Assets or the Gaming
Operations, (iv) all documents, book and records related to the Assets or the Gaming Operations,
and (v) subject to the assumption of Tenants obligations thereunder, excluding obligations for
breach of any such agreement prior to the Closing, all of Tenants rights under any slot machine
participation agreement or lease and any agreement for the operation of a satellite race and sports
book at the Premises (the
Assumed Liabilities
). The purchase price for Tenants
Leasehold and the Assets shall be as follows, without duplication: (A) an amount equal to Tenants
EBITDA for the twelve (12) month period preceding the Closing or for such
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period of time remaining
on the Term, whichever is less,
plus
(B) an amount equal to the (x) the fair market value
of Tenants Personal Property at Closing, as determined by a third party appraiser selected by
Landlord and approved by Tenant, which approval shall not be unreasonably withheld, conditions or
delayed,
plus
(y) an amount equal to Tenants Working Capital at the Closing, if a positive
number, under the calculations set forth below ((A) and (B)
are collectively referred to herein as the
Purchase Price
), on the following terms
and conditions:
(i)
EBITDA
shall mean the net income (or loss), as determined in accordance
with GAAP applied on a consistent basis, of Tenant from its Gaming Operations (after
eliminating all extraordinary or nonrecurring items of income or loss),
plus
to the
extent deducted in computing such net income (or loss), without duplication, (i) all
interest and other similar expense in respect of indebtedness for borrowed money and similar
expense in respect of capitalized leases,
plus
(ii) all expenses for income taxes
(whether paid, accrued or deferred),
plus
(iii) all depreciation and amortization of
any assets or other non-cash charges (including any depreciation, amortization or write-off
of intangible assets, transaction costs or goodwill),
plus
(iv) all dividend
payments on common or preferred stock or similar equity interests in Tenant, whether or not
paid in cash. In determining EBITDA for any period, to the extent that as a result of
conduct outside the ordinary course of business (x) any items of income of Tenant have been
shifted out of such period, or (y) any items of expense have been shifted into such period,
such items of income or expense shall be reclassified into the appropriate period.
(ii)
Working Capital
means current cash in the operating accounts of the
Gaming Operations, less the respective current liabilities of the Gaming Operations, as
determined in accordance with GAAP applied on a consistent basis.
(iii) The
Closing
shall occur within five (5) days following the date upon
which Landlord receives the last Gaming Approval necessary for it or its tenant to conduct
non-restricted gaming on the Premises.
(iv)
Payment of Purchase Price
. The Purchase Price shall be paid in cash, by
wire transfer, to Tenant at the Closing.
(v)
Title
. Tenants Leasehold and the Assets shall be conveyed to Landlord free
and clear of all liens, claims and encumbrances.
(vi)
Indemnities
. Tenant shall indemnify, protect and defend Landlord from and
against any and all liabilities arising from Tenants conduct of its Gaming Operations,
excluding the Assumed Liabilities but including liabilities arising from or predicated upon
facts occurring prior to the Closing. Landlord shall indemnify, protect and defend Tenant
from and against the Assumed Liabilities but excluding liabilities from or predicated upon
facts occurring prior to the Closing.
(vii)
Pre-Closing Obligations
. Following receipt of Landlords exercise of its
purchase rights under this Section 3.3(c), Tenant shall continue to conduct Gaming
Operations as required by this Lease. Within fifteen (15) days following the giving of
notice hereunder, Landlord shall or Landlord shall file of cause to be filed, applications
for all Gaming Approvals necessary for the conduct of non-restricted gaming on the Premises
by Tenants successor.
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3.4
Early Termination by Tenant
. If at any time Landlord (including its successors
and assigns and subsequent purchasers of the Project), or any other person associated in any way
with Landlord, (i) is denied a license, found unsuitable, or is denied or otherwise unable to
obtain any other Approval required in order for Tenant to be able to conduct Gaming Operations at
the Project, (ii) is required by the Nevada Gaming Authorities to apply for an Approval required in
order for Tenant to be able to conduct Gaming Operations at the Project and does not obtain such
Approval within any required time limit, as the same may be extended by such Gaming Authority, or
(iii) withdraws any application for Approval other than upon a determination by the Nevada Gaming
Authorities that such Approval is not required in order for Tenant to be able to conduct Gaming
Operations at the Project, (iv) directly or indirectly causes a termination or denial of any Gaming
Approval of Tenant or any such person as a result of this Lease, then Tenant may, notwithstanding
any contrary provision of this Lease, terminate this Lease effective upon the later of (a) one (1)
business day after notice is given to Landlord by Tenant, or (b) the date Tenant is not permitted
to conduct Gaming Operations at the Project, unless such failure is cured before such later date.
In the event of such termination by Landlord, Landlord shall purchase Tenants Leasehold pursuant
to Section 3.3(b).
3.5
Holding Over.
In the event Tenant remains in possession of the Premises after the
expiration of the Term or earlier termination of this Lease, after written objection from Landlord,
Tenant shall, at the option of Landlord, be considered a month-to-month tenant, at twice the Rent
(as defined herein) but otherwise subject to all of the other terms and conditions hereof, and
Landlord shall have all rights and remedies available at law or in equity.
ARTICLE IV
RENT
4.1
Rent
. Tenant shall pay to Landlord rent in the amount of One Million Five Hundred
Thousand US Dollars (US$1,500,000.00) per year (the
Initial Rent
) in equal monthly
installments of One Hundred Twenty Five Thousand US Dollars (US$125,000.00), payable in advance, in
the manner prescribed in Section 4.4.
4.2
Rent During Additional Terms
. Upon Tenants election to extend this Lease for an
Additional Term as provided in Section 3.2, and upon each such election, either party may request
that the rent for the Additional Term be adjusted to reflect the then fair market rental value of
the Premises as determined by an independent real estate appraiser selected by mutual consent of
the parties familiar with the fair market rental values of casino space in the Lake Tahoe, Nevada,
area (
Renewal Rent
). The Renewal Rent shall be determined not later than sixty (60) days
prior to the commencement of the applicable Additional Term. The decision of the real estate
appraiser shall be final, binding and conclusive on the parties, provided, however, that Tenant may
withdraw its exercise of its election to extend this Lease for an Additional Term within ten (10)
days of its receipt of the appraisers determination the Renewal Rent. The costs and fees
associated with the appraisal shall be divided equally between Landlord and Tenant.
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4.3
Reference to Rent
. All references to
Rent
in this lease shall mean,
collectively, Initial Rent, Renewal Rent and any other sum due and owing by Tenant to Landlord.
4.4
Payment of Rent.
All Rent and other monies required to be paid to Landlord
hereunder shall be paid without offset, deduction, prior notice or demand, in lawful money of the
United States of America, to Landlord, addressed at Hyatt Equities, L.L.C., Hyatt Center, 71 South
Wacker Drive, Chicago, Illinois 60606, Attn: Finance Department, or at such other place as
Landlord may from time to time designate in writing on or before the tenth (10
th
) day of
each month during the Term.
4.5
Late Charges and Interest
.
(a) Notwithstanding anything in this Lease to the contrary, if Tenant fails to pay any Rent or
any other sum due and owing Landlord within five (5) days following the due date of said Rent or
other sum, then Tenant shall pay, as additional rent, a late charge of five percent (5%) of the
amount due.
(b) In addition to any late charges provided for herein, any amount not paid by Tenant within
five (5) days after its due date in accordance with the terms of this Lease shall bear interest
from such due date until paid in full at five percent (5%) per year, payable as additional rent
(and not as an Operating Expense). It is expressly the intent of Landlord and Tenant at all times
to comply with applicable law governing the maximum rate or amount of any interest payable on or in
connection with this Lease. If applicable law is ever judicially interpreted so as to render
usurious any interest called for under this Lease, or contracted for, charged, taken, reserved, or
received with respect to this Lease, then it is Landlords and Tenants express intent that all
excess amounts theretofore collected by Landlord be credited on the applicable obligation (or, if
the obligation has been or would thereby be paid in full, refunded to Tenant), and the provisions
of this Lease immediately shall be deemed reformed and the amounts thereafter collectible hereunder
reduced, without the necessity of the execution of any new document, so as to comply with the
applicable law, but so as to permit the recovery of the fullest amount otherwise called for
hereunder.
ARTICLE V
LANDLORD OBLIGATIONS
5.1
Utilities
. Landlord shall provide or cause to be provided, throughout the Term to
the Premises, the following utility services: heated and refrigerated central air, heated and
cooled water at the points of service currently located on the Premises or as replaced or remodeled
pursuant to sections 2.5, 2.6 or 2.7, sewer services, electricity, gas and solid waste management,
including any and all charges for initiating and terminating such services (other than satellite
and race fees related to any race and sports book operated on the Premises). Landlord shall
promptly pay all charges for these utilities. Landlord shall not be responsible for any loss, cost,
damage, expense or liability Tenant, may sustain, including loss of revenue or goodwill, resulting
from fire or other casualty or an interruption in service, change in character of electric or other
utility service or as a result of any public or private companys failure to supply or reduction in
any of
the foregoing utility services to the Premises. All such Utility services shall be provided
without any additional payment by Tenant and shall be included as the Landlords obligation in
consideration of the Rent payment.
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5.2
Compliance with Applicable Laws
. Landlord shall comply with all Applicable Laws
affecting the Project (other than the Premises).
5.5
Maintenance of Non-Gaming Fixtures
. Landlord shall, at its sole cost and expense,
be responsible for the maintenance and upkeep of all non-gaming fixtures on the Premises including,
but not limited to (i) plumbing and restroom fixtures, (ii) ductwork associated with the heating,
cooling and ventilation systems, (iii) all electrical wiring providing electricity to the Premises,
(iv) fire suppression systems, including any free standing fire extinguishers, (v) the central
sound system currently in use on the Premises (collectively, the items referred to in (i) through
(v), and any other alterations, improvements or fixtures installed by Landlord of a similar nature
on the Premises, are referred to as the Non-Gaming Fixtures). Landlord agrees to use
commercially reasonable efforts to cause any construction within the Project (excluding the
Premises) to be conducted with the due regard to Tenants gaming operations and to avoid
unreasonable noise levels as a result of construction, and to take commercially reasonable steps to
prevent dust and debris from the areas of the construction from entering into the Casino. During
the term of this Lease, Landlord shall maintain the Project in good condition and repair, and cause
all areas of the Project (except for the Premises) to be adequately illuminated.
5.6
Maintenance of Exterior of Project
. Landlord shall, at its sole cost and expense,
be responsible for the maintenance and upkeep of the exterior of the Premises and parking and
vehicular access areas, including, but not limited to, all exterior doors, the roof, and the
exterior of all windows and snow removal.
5.7
Landlords Right to Inspect
. Except as limited by the Nevada Gaming Act, Landlord
and its agents shall have access to the Premises at any and all reasonable times, except in the
case of an emergency, in which case, Landlord and Hotel Manager, and/or each of their respective
representatives and agents, shall have the absolute right to immediate enter and inspect the
Premises at any time. Landlords exercise of such right of access shall be conducted in a manner
and at times to minimize interruption with the operation of Tenants Gaming Operations as provided
in Article XIII and in accordance with the Nevada Gaming Act and Regulations of the Nevada Gaming
Commission.
5.8
Real and Personal Property Taxes
. Landlord, at its sole expense, shall pay when
due all real property taxes assessed on the Premises and any federal, state or local personal
property or use tax assessed on Landlords personal property located at the Project.
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ARTICLE VI
USE OF LEASED PREMISES FOR GAMING OPERATIONS,
OBLIGATIONS OF TENANT
6.1
Conduct of Gaming Operations.
It is understood, and Tenant so agrees,
that the Casino, at all times during the Term, shall be used and occupied by Tenant solely for the
conduct of the Gaming Operations in compliance with all Applicable Laws and for purposes directly
related thereto and for no other purpose or purposes. At all times during the Term, Tenant shall
keep the Gaming Area open for conduct of the Gaming Operations except during renovation by Landlord
and/or construction activities of Landlord that makes the continuing Gaming Operations impractical,
subject to the terms of this Agreement, including without limitation Section 2.7 and Section 11.2.
At all times during the Term, Tenant shall maintain sufficient numbers of competently trained and
supervised employees necessary to adequately conduct the Gaming Operations consistent with past
operations at the Project and in accordance with all Applicable Laws. In addition to any other
remedies available to Landlord under this Lease or at law or in equity, if Tenant, through no fault
of the Landlord or any Force Majeure Event, fails to continuously operate the Gaming Area in
accordance with Section 13.1(d) hereof, Landlord shall have the right to require Tenant to pay to
Landlord, as additional Rent, and not as an Operating Expense, but as liquidated damages and not as
a penalty, an amount equal to one hundred percent (100%) of 1/365ths of the annual Rent for each
day on which Tenant fails to operate the Gaming Area as required under this Lease. Such additional
rent is to compensate Landlord for Landlords and Tenants estimate of the losses Landlord would
suffer as a result of lost Project occupancy and traffic resulting from such a failure and for
other actual and substantial losses that Landlord may suffer, all of which losses Landlord and
Tenant acknowledge are extremely difficult to forecast. Nothing contained in this Section 6.1 may
be construed to waive any rights and remedies Landlord may have against Tenant. Landlord may offset
any amounts payable by Tenant hereunder against any amounts Landlord may owe Tenant.
6.2
Surveillance and Security.
Tenant shall be responsible for the installation, if
applicable, maintenance, repair and (if necessary) replacement of all surveillance devices
(
Surveillance Equipment
) for the Project as required by the Nevada Gaming Authorities and
applicable Nevada Gaming Laws and as customary for the operation of the Casino at the Project. All
installation, maintenance, repair and replacement of Surveillance Equipment by Tenant shall be
performed in accordance with Nevada Gaming Laws. Tenant shall be responsible for the operation of
the Surveillance Equipment and shall employ and supervise adequate numbers of surveillance
personnel to provide surveillance services to the Project, and an adequate number of trained
security officers and other security personnel to provide security services to the Premises, as
required by the Nevada Gaming Authorities and in compliance with applicable Nevada Gaming. The
security services at portions of the Project other than the Casino shall be the sole responsibility
and liability of Landlord, but Landlord and Tenant shall meet quarterly to discuss and agree on the
adequacy of such security services.
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6.3
Employees
.
(a) Tenant shall have the sole right to hire, promote, discharge, and supervise all
employees engaged, directly or indirectly in Tenants Gaming Operations all of whom shall be
employees of Tenant. Tenant shall be solely responsible for the wages and other compensation
of all personnel employed by Tenant hereunder, including medical and health insurance,
pension plans, social security taxes, workers compensation insurance and shall comply with
all applicable Laws with respect to such employees. Tenant shall be solely liable for all
employment and personnel actions (including wrongful termination and discrimination claims)
and all claims arising out of injuries occurring at the Project regarding Tenants
employees.
(b)
Employee Screening
. All of Tenants employees will be screened prior to
being hired. The screening process shall include, but not be limited to: (i) completion of
Tenants application which shall provide for references, employment history and disclosure
of criminal convictions; (ii) reference checks; and (ii) drug testing and criminal
background checks, where required for the position. Tenant will provide safety training to
all of its employees assigned to the Premises.
(c)
Removal of Employees
. Tenant agrees to remove any of its employees from
the Hotel, for cause, at Landlords reasonable request. Tenant agrees to assist and
cooperate with any investigation initiated by Landlord involving any employee of Tenant
assigned to the Premises. In addition, Tenants employees shall wear such uniforms as are
standard for Tenants employees and in no event shall such uniforms contain any marks of
Hotel Manager.
(f)
No Solicitation
. Tenant agrees that at no time during the Term of this
Lease and for a period of twelve (12) months immediately following the termination (except
for termination due to a default by Landlord) or expiration of this Lease, will it call upon
or solicit any of the Hotel employees for the purpose of employing, hiring, or otherwise
interfering with the contractual relationship of such employees with Landlord, nor will
Tenant in any way directly or indirectly, for itself or on behalf of, or in conjunction with
any other person, firm, partnership, corporation or association, solicit, hire, employ or
take away such Hotel employees during the Term of this Lease and for twelve (12) months
immediately following the termination or expiration of this Lease, without the prior written
consent of Landlord. Nothing in this provision shall prohibit Tenant from offering
employment in solicitations of general circulation or accepting requests of employment from
Hotel employees in response to solicitations of general circulation.
6.4
Additional Obligations of Tenant.
Tenant further agrees, at all times during the
Term, that:
(a) Tenant shall, and shall direct all of its employees and other personnel to use
commercially reasonable efforts to keep the Premises clean and in good working order,
subject to ordinary wear and tear. Tenant agrees to submit to Landlord, from time to time,
proposals for capital expenditure projects that are in the best interests of the Gaming Operations
and, with Landlords concurrence, to implement and execute such projects in a manner so as to
permit the continuance of Gaming Operations and as not to interfere with the operation of the
Project.
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(b) Tenant shall not, without Landlords prior written consent, operate or permit to be
operated at the Project any coin or token-operated vending machines or similar devices for the sale
or leasing to the public of any goods, wares, merchandise, food, beverages, and/or service,
excluding automated teller machines if permitted by and pursuant to Applicable Laws. To remove any
uncertainty or doubt, this provision shall not apply to machines for the redemption of gaming
tickets, tokens or similar representations of cash.
(c) Except as expressly permitted in this Lease or as permitted by Landlords written consent,
Tenant shall not do, permit or suffer anything to be done or kept upon the Premises which will
obstruct or interfere with the rights of Landlord. Except as expressly permitted in this Lease or
as permitted by Tenants written consent, Landlord shall not do, permit or suffer anything to be
done or kept upon the Premises which will obstruct or interfere with the rights of Tenant under
this Lease.
(d) The use of the Premises by Tenant, its agents, employees, customers or business invitees,
shall at all times be in compliance, in all material respects, with all covenants, conditions and
restrictions, easements, reciprocal easement agreements, rights of access, and other matters
presently of public record or which may hereafter be placed of public record, which affect the
Premises or the Hotel, or any part thereof. Tenant expressly acknowledges and agrees that Landlord
shall have the right to record against the Hotel, including the Premises, additional covenants,
conditions, restrictions, easements, reciprocal easement agreements, rights of access and/or other
matters without the consent of Tenant, subject in all cases to Section 11.1 herein. Tenants rights
under this Lease shall be subordinate to usual and customary covenants, conditions, restrictions,
easements, reciprocal easement agreements, rights of access and other comparable encumbrances
restrictions that are intended to encumber or benefit the Hotel, subject in all cases to Section
11.1 herein.
(e) Tenant shall not, without prior express written consent of Landlord, which consent shall
not be unreasonably withheld, to the extent that such materials are consistent with materials used
in the ordinary course of business for the Casino, keep, use or store or allow to be kept, used or
stored, upon or about the Project any Hazardous Materials.
Hazardous Materials
shall
mean and include any substance or material containing one or more of any of the following:
hazardous material, hazardous waste, hazardous substance, regulated substance, petroleum,
pollutant, contaminant, polychlorinated biphenyls, lead or lead-based paint, mold or
asbestos as such terms are defined in any applicable Environmental Laws in such concentration(s)
or amount(s) as may impose clean-up, removal, monitoring or other responsibility under the
Environmental Laws, as the same may be amended from time to time, or which may present a risk of
harm to guests, invitees or employees at the Premises.
Environmental Laws
shall mean all
federal, state and local laws, rules and regulations (now or
hereafter in effect) dealing with the use, generation, treatment, storage, disposal or
abatement of Hazardous Materials.
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(f) Tenant shall not, without Landlords prior written consent, operate or permit to be
operated within the Premises any food and beverage outlets, or cause any food and beverage to be
brought into the Premises other than through the Project. Tenant hereby acknowledges and agrees
that the sole source of food and beverage to be provided to guests within the Casino shall be from
the Project (excluding the Premises).
(g) Tenant shall purchase hotel guest rooms and suites for its Casino guests as necessary from
the Project, at such rates as agreed by the Hotel Operator. Tenant shall use good faith efforts to
maximize its purchase of guest rooms and suites at the Project for its guests.
6.5
Maintenance by Tenant.
Except and only to the extent otherwise provided in
Section 9.2, Tenant agrees that, from and after the Commencement Date of this Lease and at all
times during the Term, it will keep the Premises neat and clean, and maintain the Premises in good
order, condition and repair and every part and portion thereof, in a tenantable and attractive
condition, consistent with the terms hereof (whether or not the need for such maintenance and
repairs occurs as a result of Tenants use, any prior use, the elements or the age of the Project
or any portion thereof), and Tenant shall with commercially reasonable promptness and diligence
make all necessary and appropriate repairs and replacements thereto. All repairs shall be made in
a good, workmanlike manner, consistent with industry standards and in accordance with all
Applicable Laws relating to any such work. Tenant further agrees that the Premises shall be kept
in a clean, sanitary and safe condition, normal wear and tear excepted, in accordance with all
Applicable Laws and in accordance with all directions, rules and regulations of all governmental
authorities, including, without limitation, the health officers, fire marshal, building inspector,
business license department, and other proper officers of all such governmental authorities having
jurisdiction over the Project.
6.6
Compliance with Applicable Laws; Tenant Maintenance.
Tenant shall comply with all
Applicable Laws during the term affecting the Premises or Tenants use thereof in all material
respects. Tenant shall not use the Premises so as to create waste or constitute a nuisance or
disturbance. Tenant shall keep all of Tenants furniture, fixtures and equipment located on the
Premises neat and clean and in good working order, condition and repair. All such repairs shall be
made in good, workmanlike manner, consistent with industry standards, in accordance with all
Applicable Laws.
6.7
Alterations
. Tenant shall not make any structural or non-structural alterations or
replacements of any nature or description to the Premises without having first obtained Landlords
prior written approval which approval shall not be unreasonable withheld or delayed.
6.8
Signs
. Tenant shall not place or install any sign on the exterior of the Premises
or the Project without first obtaining, in each instance, Landlords prior written approval. Tenant
shall have the right to post reasonable signs on the interior of the Premises which might
facilitate
Tenants business, provided the same are in accordance with applicable law, ordinances or
statutes.
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6.9
Surrender of Improvements
. All additions, improvements and fixtures which may be
made or installed by either Landlord or Tenant, upon the Premises during the Term shall remain upon
the Premises and, at the termination of this Lease, shall be surrendered with the Premises as a
part thereof and shall be the property of Landlord; provided that, except as provided in Section
3.3(b), Tenant shall have the right to remove any Gaming Assets constituting trade fixtures. Any
damage caused by such removal shall be repaired by Tenant and the Project shall be surrendered to
Landlord in broom clean condition. Tenant shall remove its equipment and trade fixtures from the
Project as soon as reasonably possible after the expiration or earlier termination of the Lease
Term. In the event Tenant shall fail to remove any personal property or trade fixtures of Tenant
within thirty (30) calendar days of the expiration or earlier termination of the Term, Landlord
may, subject to the Nevada Gaming Laws, at Tenants cost and expense, remove all of such equipment,
property and trade fixtures not so removed and reasonably repair all damage to the Project
resulting from such removal, and Tenant shall pay the cost thereof within ten (10) days after
receipt of an invoice therefore from Landlord.
6.10
Personal Property and Use Taxes
. Tenant shall be responsible for and shall pay
when due all federal, state and local income, gaming, employment, and all other fees and/or taxes
due and owing upon Tenants income, revenue from gaming, property, employees and the fees and costs
for Regulatory Approvals arising or assessed as a result of Tenants Gaming Operations and/or use
and occupation of the Premises.
6.11
Surrender of the Premises
. Upon expiration or earlier termination of this Lease,
Tenant shall surrendered the Premises to Landlord generally in the same condition as at the
commencement of the Term, ordinary wear and tear excepted, except to the extent of improvements
made by Landlord or Tenant. Upon such termination of this Lease, except as provided in Section 3.3
(b),Tenant shall remove all of its furniture, furnishings, and all gaming devices and associated
equipment (as such Terms are defined in from the Premises and the Premises shall be surrendered to
Landlord in broom clean condition. Tenant shall comply with all Applicable Laws and directives of
the Nevada Gaming Authorities with respect to the termination of Tenants Gaming Operations on the
Premises.
ARTICLE VII
INDEMNITY AND LIABILITY
7.1
Indemnification of Landlord
. Except to the extent directly arising from
the gross negligence or intentional misconduct of Landlord, Hotel Manager or any of their
respective agents, contractors or employees, Tenant hereby agrees to defend (with counsel
reasonably acceptable to Landlord), indemnify and save and hold harmless Landlord from and against
all Claims of whatever nature (a) arising from or in connection with the operation of the Premises
or any wrongful act, omission or negligence of Tenant or the contractors, licensees, agents,
servants or employees of Tenant (collectively, the
Tenant Parties
), or arising from any
accident, injury or damage whatsoever caused to any person, or to the property of any person,
including that of Landlord or any Tenant Party,
15
occurring during the Term on or about or as a result of Tenants use
of the Premises, including any claim by a third person in connection with damage to the Project or
any Tenant Partys property located therein or property of any person within the Project, (b)
arising from any accident, injury or damage occurring outside of the Premises, where such accident,
injury or damage results from a wrongful act, omission or negligence on the part of Tenant or any
Tenant Party, (c) arising from any and all claims by any Tenant Partys employees, including,
without limitation, wrongful termination and/or other claims resulting from the termination of any
Tenant Partys employees, (d) arising due to the failure of any Tenant Party to obtain or maintain
any necessary Approvals, (e) arising due to any breach or violation of this Lease by Tenant,
including, without limitation, any holdover at the Premises or the presence of any Hazardous
Materials on or about the Premises as a result of the acts or omissions of any Tenant Party, or (f)
arising as a result of Landlord, Hotel Manager or any of their respective agents, contractors or
employees taking any direction from any Tenant Party. In furtherance of the responsibility set
forth herein, the parties agree that Tenant shall obtain and pay for all insurance as set forth in
Article VIII hereof, and have Landlord named as an additional insured or loss payee, as applicable,
under all such policies.
7.2
Tenants Own Risk
. Except as provided in Sections 7.3 and 7.4 of this Lease,
Tenant agrees to use and occupy the Premises as it is herein given the right to use, at its own
risk, and Landlord shall have no responsibility or liability for any loss of or damage to fixtures
or other property of Tenant or any property leased to Tenant (including property leased hereunder)
or for use and operations relating to the Premises.
7.3
Liability of Landlord
. Landlord shall not be responsible or liable to Tenant, or
to those claiming by, through or under Tenant, for any loss or damage that may be occasioned by or
through the acts or omissions, negligent or otherwise, of third persons or for any loss or damage
resulting to Tenant or Tenants agents, employees, or invitees, or those claiming by, through or
under Tenant, except for acts caused by the intentional or grossly negligent acts or omissions of
Landlord or Landlord agents, contractors, licensees or employees.
7.4
Indemnification by Landlord
. Except to the extent arising from the gross
negligence or intentional misconduct of Tenant or any of its agents, contractors or employees,
Landlord hereby agrees to defend (with counsel reasonably acceptable to Tenant), indemnify and save
and hold harmless Tenant from and against all claims of whatever nature (a) arising from or in
connection with the operation of the Hotel or the Project (except for the Premises) or arising from
any wrongful act, omission or negligence of Landlord or Landlords contractors, licensees, agents,
servants or employees, or arising from any accident, injury or damage whatsoever caused to any
person, or to the property of any person, including that of Tenants or Landlords agents or
employees, occurring during the Term, at the Project (excluding the Premises) including any claim
by a third person in connection with damage to the property of any person within the Project
(excluding the Premises), (b) arising from any accident, injury or damage occurring outside of the
Premises, where such accident, injury or damage results from a wrongful act or omission on the part
of Landlord or Landlords agents or employees, or (c) arising from any and all claims by Landlords
employees, including, without limitation, wrongful termination and/or other claims resulting from
the termination of Landlords employees, if any, at the Project,
including such claims arising due to (i) the failure of Landlord to obtain or maintain any
necessary Approvals, or (ii) a closure of the business (other than the Gaming Operations) conducted
on the Project for any reason. Landlord further covenants and agrees to defend, indemnify and save
and hold harmless Tenant from any and all claims in connection with or arising out of any
obligations assumed by Landlord and accruing after the termination of this Lease, except for any
debts under any obligations or contracts defined as Gaming Expenses hereunder, for which Tenant
agrees to defend, indemnify and hold Landlord harmless.
7.5
Survival
. All indemnities set forth herein shall survive expiration or earlier
termination of this Lease.
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ARTICLE IIX
INSURANCE
8.1
Landlord Insurance Required
. Except for the insurance Tenant is
required to obtain and maintain pursuant to Section 8.2 below, Landlord shall carry and maintain,
at Landlords expense, insurance in type and amount as required pursuant to this Lease, which shall
in amounts and types no less than is usual and customary in the industry for similar commercial
property.
8.2
Tenant Insurance Required
. Tenant shall obtain and maintain, or cause to be
maintained, at all times insurance during the Term the following insurance coverages with insurance
companies possessing a minimum A.M. Best rating of A-XII and in form satisfactory to Landlord the
following coverages:
(a) Commercial general liability insurance (and, if applicable, including Products Liability)
covering bodily injury (including personal injury) and property damage, however occasioned in or
about the Premises and to the extent caused by Tenant or Tenants employees, agents, subtenants,
sub-concessionaires, suppliers or independent contractors, all other portions of the Project, in an
amount not less than $5,000,000 per occurrence. The insurance shall include contractual liability
coverage. Such limit may be satisfied through any combination of primary and umbrella liability
policies, provided that if umbrella liability coverage is obtained, said umbrella limits should
also be excess over any auto liability policy;
(b) Property and Business Interruption (
BI
) Insurance on an all-risk or special risk
form covering all of Tenants furniture, fixtures, equipment and any other personal property owned
or used in Tenants operations and found in, on or about the Premises or elsewhere in the Project,
and any leasehold improvements to the Premises, in an amount not less than the full replacement
cost, including, without limitation, plate glass insurance. The BI coverage shall cover any
contractual continuing rental obligation may have after an insured loss, provided that Landlords
only interest shall be to the extent of payment of the Rent and other amounts payable to Landlord
hereunder and Tenant shall have all right, title and interest in and to the proceeds of any other
BI payments or reimbursements. All property insurance policy proceeds shall be used for the repair
or replacement of the property damaged or destroyed.
17
(c) Comprehensive all risk insurance on the Gaming Assets, in each case (i) in an amount
equal to the full insurable replacement cost thereof, which for purposes of this Lease shall mean
actual replacement value with a waiver of depreciation; and (ii) containing such endorsements and
covering such additional risks as Tenant shall determine in its discretion;
(b) business income insurance (i) with loss payable to Tenant; (ii) covering all risks covered
by the insurance provided for in subsection (a) above; and (iii) in such amounts and for such terms
of loss as Tenant shall determine in its discretion; and
(c) workers compensation, subject to the statutory limits of the State of Nevada, and
employers liability insurance relating to Tenants employees in respect of any work or operations
on or about the Project, or in connection with the Project or its operation (if applicable)
excluding Landlords employees, if any.
(d) If Tenant operates owned, hired or non-owned vehicles as a normal part of its operations
and activities at the Premises or the Project, automobile liability insurance covering bodily
injury and property damage with a combined single limit of not less than $1,000,000.
8.3
Insurers.
All insurance provided for in this Lease shall be obtained under valid
and enforceable policies (collectively, the policies or in the singular, the policy), and shall
be issued by financially sound and responsible insurance companies, each with a AM Best rating as
required by Section 8.2, authorized to do business in the State of Nevada. All policies maintained
by Tenant hereunder (except Workers Compensation insurance) shall name Landlord and any other
parties as requested by Landlord as Additional Insureds. All policies maintained by Tenant shall
provide thirty (30) days prior written notice to the Additional Insureds of any termination,
cancellation or material change to such policies. All policies maintained by Tenant shall be
written as primary policies, not contributing with or supplemental to the coverage maintained for
any of the Additional Insureds. Prior to the commencement of the term hereunder, and from time to
time during the term hereof, Lessee shall furnish to Lessor certificates of insurance, naming
Landlord as certificate holder, and otherwise evidencing continuously current compliance with the
provisions of this paragraph. Not less than ten (10) days prior to the expiration dates of the
policies evidenced by such certificates of insurance, revised certificates evidencing renewal
policies shall be delivered by Tenant to Landlord.
8.4
Blanket Coverage
. Any blanket insurance policy shall specifically allocate to the
Project the amount of coverage from time to time required hereunder and shall otherwise provide the
same protection as would a separate policy insuring only the Project in compliance with these
provisions.
8.5
Clauses
. All policies provided shall contain clauses or endorsements to the
effect that:
(a) no act or negligence of the insured, or anyone acting for the insured, or any tenant or
other occupant, or failure to comply with the provisions of any policy, which might
otherwise result in a forfeiture of the insurance or any part thereof, shall in any way affect the
validity or enforceability of the insurance insofar as any party named as additional insured is
concerned;
18
(b) the policies by either party shall not be materially changed (other than to increase the
coverage provided thereby) or canceled without at least thirty (30) days prior written notice to
the other party and any other party named therein as an additional insured;
(c) any party named therein as an additional insured shall not be liable for any insurance
premiums thereon or subject to any assessments thereunder; and
(d) the policies shall not contain an exclusion for acts of terrorism or similar acts of
sabotage if such exclusion may be deleted at commercially-reasonable cost.
If at any time Landlord is not in receipt of written evidence that all insurance required hereunder
to be maintained by Tenant is in full force and effect, Landlord shall have the right, after
reasonable prior notice to Tenant, to take such action as Landlord deems necessary to protect its
interests, including, without limitation, obtaining such insurance coverage as Landlord in its
reasonable discretion deems appropriate. All premiums incurred by Landlord in connection with such
action or in obtaining such insurance and keeping it in effect shall be paid by Tenant as
additional Rent upon demand.
8.6
Payment of Premiums.
Tenant shall pay all premiums for each policy of insurance
required by this Article IIX to be maintained by it when due and shall forward a certificate of
insurance evidencing the aforesaid coverage together with all appropriate endorsements and riders
to Landlord showing Landlord as an additional insured therein, as applicable.
8.7
Hazardous Activities.
Tenant shall not use or occupy or permit the Project to be
occupied or used in a manner which will materially increase the rates of any insurance for the
Project or the overall development within which the Project is situated or that will make void or
voidable any insurance then in force with respect to the Project or the overall development within
which the Project is situated, or which will make it impossible to obtain fire or other insurance
with respect to the Project or the overall development within which the Project is situated. If
Tenant shall fail to comply with the provisions of this Section 8.7, Tenant shall reimburse
Landlord for any increases in insurance premium charged to Landlord as a result of Tenants
non-compliance with this Section 8.7 as additional Rent.
8.8
No Prohibited Activity.
Tenant agrees that it will not keep, use, sell or offer
for sale in or upon the Project any article or permit any activity which may be prohibited by any
standard form of insurance policy.
8.9
Intentionally deleted.
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8.10
Waiver of Subrogation
. Landlord and Tenant each waive any and all rights to
recover against the other, or against any of the related parties or patrons or the other, for any
loss or damage to such waiving party arising from any cause covered by any property insurance
required to be carried by Tenant pursuant to this Article IIX or any property insurance actually
carried by Landlord, to the extent of the limits of such policy. Landlord and Tenant, from time to
time, shall cause their respective insurers to issue appropriate waiver of subrogation rights
endorsements to all property insurance policies carried in connection with the Project or the
Premises or the contents of the Project or the Premises. Tenant shall cause all subtenants or
other occupants of the Premises claiming by, under or through Tenant to execute and deliver to
Landlord such a waiver of claims and to obtain such waiver of subrogation rights endorsements.
8.11
Adequacy of Coverage
. The Additional Insureds, and their respective employees,
representatives and agents make no representation or warranty that the limits of liability
specified to be carried by Tenant pursuant to this Article IIX are adequate to protect Tenant. If
Tenant believes that any of such insurance coverage is inadequate, Tenant shall obtain such
additional insurance coverage as Tenant deems adequate, at Tenants sole cost and expense. In
addition, Landlord hereby reserves the right to require Tenant to increase the coverage limits of
the policies to be carried by Tenant pursuant to this Article IIX from time to time (but not more
frequently than once a year) if such increase is reasonably deemed necessary or advisable based
upon what is commercially reasonable and prudent for commercial properties with operations similar
to Tenants in Nevada in order to protect the interests of Landlord.
8.12
No Co-Insurer
. The parties do not intend for the Landlord to be a co-insurer of
the Tenant, and to that end, if the Tenants insurance proceeds are not adequate to cover Tenants
loss, Tenant, and not Landlord or Landlords insurance, will bear the difference between the
proceeds obtained and any legal or contractual obligation for the actual amount of the loss.
Further, the parties do not intend for the Tenant to be a co-insurer of the Landlord, and to that
end, if the Landlords insurance proceeds are not adequate to cover Landlords loss, Landlord, and
not Tenant or Tenants insurance, will bear the difference between the proceeds obtained and any
legal or contractual obligation for the actual amount of the loss.
ARTICLE IX
DELIVERY OF PREMISES AND COMPLIANCE WITH APPLICABLE LAWS
9.1
Delivery of Premises
. Landlord and Tenant agree that Landlord has
delivered the Premises under this Lease in a clean, sanitary and safe condition in accordance with
Applicable Laws.
9.2
Operating Services
. Landlord, at the option and upon the written request of
Tenant, shall provide janitorial services and miscellaneous building maintenance (collectively
(
Operating Services
) to Tenant for the Premises. Landlord shall invoice Tenant for the
Operating Services at Landlords cost (
Operating Expenses
). Tenant shall reimburse
Landlord for such Operating Expenses, as additional Rent, within thirty (30) days following the
receipt of the invoice from Landlord. Landlord shall provide to Tenant such supporting
documentation
regarding the allocation of Operating Expenses as Tenant may reasonably request from time to time.
For these purposes, Operating Services shall not include any obligations of Tenant or Landlord
under any other provision of this Lease.
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ARTICLE X
DAMAGE AND CONDEMNATION
10.1
Damage and Condemnation.
In the event that during the Term the Project
shall be partially or substantially damaged or destroyed by fire or other casualty or taken by
condemnation or deed-in-lieu of condemnation, Landlord shall proceed forthwith to repair such
damage and restore the Project, to the extent of insurance funds (including the proceeds of
applicable policies maintained by Tenant) or condemnation proceeds, to substantially their
condition at the time of such damage, subject, however, to zoning laws and building codes then in
existence, or Landlord may opt to forego rebuilding the damaged portions of the Project and retain
all insurance or condemnation proceeds with respect to such casualty or condemnation, in which case
this Lease shall be deemed terminated and neither party shall have any continuing or further
obligation to the other.
10.2
Participation in Condemnation Award.
In the event of any condemnation of the
Project or any portion thereof, Tenant shall not participate in any respect in any part of the
condemnation award that may be made. Nothing herein contained, however, shall preclude Tenant from
asserting as against the condemning authority its claim for injury or damages occasioned by such
condemnation to the Gaming Assets or for relocation benefits under Applicable Laws.
ARTICLE XI
LANDLORDS COVENANT OF QUIET ENJOYMENT
11.1
Quiet Enjoyment.
Tenant, on payment of the Rent and observing, keeping
and performing all of the terms and provisions of this Lease on its part to be observed, kept and
performed, shall lawfully, peaceably and quietly have, hold, occupy and enjoy the Premises during
the Term without hindrance or ejection by Landlord or by any persons lawfully claiming under
Landlord; provided, however, it is understood and agreed that this covenant and any and all other
covenants of Landlord contained in this Lease shall be binding upon Landlord and its successors
only with respect to breaches occurring during its and their respective ownership of Landlords
interest hereunder
11.2
Conduct of Gaming Operations.
Landlord understands and agrees that Tenant will
have exclusive and complete control over Gaming Operations on the Premises and shall have full
authority to hire, discharge or discipline any and all of Tenants employees. Except as expressly
provided herein, Landlord understands and agrees that Tenant shall be free to conduct the Gaming
Operations on the Premises without interference from or direction by Landlord or any of its
affiliates. Neither Landlord nor any agent or representative of Landlord shall exercise,
either directly or indirectly, management or control of any kind whatsoever, over the conduct of
Gaming Operations on the Premises.
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ARTICLE XII
LIENS
12.1
Liens.
Tenant shall at all times indemnify, save and hold Landlord,
the Project, the Premises and the leasehold created by this Lease free, clear and harmless from any
and all claims, liens, demands, charges, encumbrances, litigation and judgments arising directly or
indirectly out of any use, occupancy or activity of Tenant or out of any work performed, material
furnished or obligations incurred by Tenant in, upon or otherwise in connection with the Project.
With respect to any construction, alternation or repair contemplated by NRS 108.234, Tenant shall
give Landlord written notice at least ten (10) business days prior to the commencement of any such
work on the Premises to afford Landlord the opportunity of filing appropriate notices of
non-responsibility. Tenant shall, at its sole cost and expense, within thirty (30) days after
filing of any lien of record, obtain the discharge and release thereof. Nothing contained herein
shall prevent Landlord, at the cost and for the account of Tenant, from obtaining said discharge
and any discharge or release so obtained by Landlord shall be subject to Tenants reimbursement of
same as additional Rent payable within thirty (3) following written demand by Landlord.
ARTICLE XIII
EVENTS OF DEFAULT; REMEDIES; TERMINATION RIGHTS
13.1
Event of Default.
The occurrence of any of the following events shall
constitute events of default by Tenant under the terms of this Lease, individually, an
Event
of Default
, and, collectively,
Events of Default
.
(a) Tenant shall neglect or fail to perform or observe any of the covenants, terms, provisions
or conditions contained in this Lease on its part to be performed or observed, except for payment
of Rent or any other monetary charges due hereunder or any of the events described in clauses
(c)-(i), below, within ten (10) days after written notice thereof from Landlord, or such additional
time as is reasonably required to correct any such default so long as Tenant commences the
correction within such ten (10) day period and proceeds thereafter with due diligence and in good
faith to cure same; in no event shall additional time to cure apply in cases where the Event of
Default in question may be cured on a timely basis by the payment of money in the amount due; or
(b) Tenant shall neglect or fail to pay Rent, as provided for in Article IV, or any other
monetary obligation at any time owing from Tenant to Landlord, whether or not expressed as
additional Rent, within ten (10) days after written notice thereof from Landlord; provided,
however, that Landlord need not give more than two (2) such notices in any twelve (12)-month period
for the payment of Rent and after the giving of such second notice, any further failures to pay
Rent within five (5) days after due during the remainder of such twelve (12)-month period will be
an Event of Default without any notice, cure or grace period; or
22
(c) the leasehold estate created by this Lease shall be taken on execution or by other process
of law; or
(d) Tenant fails to operate the Premises in accordance with the provisions hereof without the
consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and
such failure continues for more than two (2) consecutive hours or for more than two (2) hours in
the aggregate in any sixty (60)-day period, in violation of this Lease, except when due to or
caused by failure or lack of utility service, construction or other disruption by repair or
maintenance, a Force Majeure Event or any act or omission of Landlord or Landlords employees,
representatives or agents; or
(e) there is filed any petition in bankruptcy by Tenant, or Tenant is adjudicated as a
bankrupt or insolvent, or there is appointed a receiver or trustee to take possession of Tenant or
of all or substantially all of the assets of Tenant, or there is a general assignment by Tenant for
the benefit of creditors, or any action is taken by Tenant under any state of federal insolvency or
bankruptcy act, or any similar law now or hereafter in effect; or
(f) there is filed any petition in bankruptcy or for the appointment of a receiver or an
action for execution or attachment is filed against Tenant and such petition, action or levy
against Tenant is not dismissed within ninety (90) days after the filing thereof in effect for a
period of thirty (30) calendar days; or
(g) Tenant shall fail to maintain all necessary Approvals within grace periods provided by
applicable law; or
(h) Tenant commits any act or fails to take any action that is identified as an Event of
Default elsewhere in this Lease.
13.2
Remedies.
Upon the occurrence of any Event of Default, Landlord may (i)
immediately, or at any time thereafter, without further demand or notice, terminate this Lease,
Tenants right of possession under this Lease without any further liability of Landlord hereunder
in accordance with Applicable Law, at which time all Rent and other amounts due for Operating
Expenses and other sums payable by Tenant to Landlord hereunder shall immediately become due and
Payable up to the time of termination; (ii) re-let the Premises, or any part of parts thereof,
either in Landlords name or otherwise, for a term or terms which may, at Landlords option, be
less than or exceed the remaining Term; (iii) recover from Tenant on a monthly basis, as liquidated
damages for Tenants failure to observe and perform its covenants under this Lease, the deficiency
between the Rent and Operating Expenses hereby reserved and/or agreed and all other amounts payable
by Tenant to Landlord hereunder and the net amount, if any, or the rents actually paid to Landlord
by the person or entity to which or whom the Premises are relet, for each month of the balance of
the Term, and (iv) exercise any and all other remedies available to Landlord at law or in equity
under the laws of the State of Nevada, including, without limitation, any damages resulting from
such Event of Default. All of Landlords remedies provided herein or at law or in equity are
cumulative with and non-exclusive of each other. In computing
liquidated damages there shall be added to the deficiency all reasonable expenses that Landlord may
incur in connection with re-letting, such as brokerage and preparation for re-letting.
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13.3
Waiver.
It is covenanted and agreed that no waiver at any time of any of the
provisions hereof shall be construed as a waiver at any subsequent time of the same provisions.
The consent or approval of Landlord to or of any action by Tenant requiring Landlords consent or
approval shall not be deemed to waive or render unnecessary Landlords consent or approval to or of
any subsequent similar act by Tenant.
13.4
Default of Landlord.
Landlord shall be in default under this Lease in the event
Landlord fails to perform any of the covenants, terms, provisions or conditions contained in this
Lease on its part to be performed within thirty (30) days after written notice thereof from Tenant,
or such additional time as is reasonably required to correct any such default, but in no event more
than an additional thirty (30) days (provided that such limitation to an additional thirty (30)
days shall not apply to Landlords obligations to perform construction or repair activities that
take longer than thirty (30) days to perform with the exercise of due diligence). In the event of
a default of Landlord Tenant may exercise any and all remedies available to Tenant at law or in
equity under the laws of the State of Nevada.
13.5
Remedies Not Cumulative.
The various rights, options, elections and remedies of
the parties hereunder shall be cumulative and no one of them shall be construed as exclusive of any
other, or of any right, priority or remedy allowed or provided for by law and not expressly waived
in this Lease.
ARTICLE XIV
REPRESENTATIONS AND WARRANTIES
14.1
Representations and Warranties of Landlord.
Landlord hereby makes the
following representations and warranties to Tenant as of the Commencement Date:
(a) Landlord has the full right, power and lawful authority to enter into and to carry out the
terms and provisions of the Lease and the other agreements provided herein and consummate the
transactions contemplated by this Lease, including, without limitation, the lease from Landlord of
the Casino, and other than the Approvals of the Nevada Gaming Authorities, which Tenant covenants
and agrees it shall have as of the Commencement Date and at all times during the Term, no Approval
of any Governmental Authority or any other third person is required in connection therewith and
this Lease constitutes the legal, valid and binding Lease of Landlord, enforceable in accordance
with its terms, except to the extent that enforcement may be affected by laws relating to
bankruptcy, reorganization, insolvency and creditors rights and by the availability of injunctive
relief, specific performance and other equitable remedies;
(b) neither the execution and delivery of this Lease, nor the consummation of the transactions
contemplated hereby, will conflict with or result in a violation or breach of term or provision of,
or constitute a default under (i) any order, judgment, writ, injunction, decree, license, permit,
statute, rule or regulation of any court, governmental, regulatory or public body; or (ii) any
license, franchise, permit, indenture, mortgage, deed of trust, lease, contract,
instrument, commitment or other lease or arrangement to which Landlord is a party or by which
Landlord or the Premises, as applicable, is bound;
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(c) the Project has all necessary utilities, including electricity, water, sewerage and gas
available at the Project sufficient in nature and scope for the operations of a casino; and
(d) no representation or warranty by Landlord contained in this Lease contains any untrue
statement of a material fact or omits to state a material fact necessary in order to make the
statement and facts contained herein not misleading.
14.2
Representations and Warranties of Tenant.
Tenant hereby makes the following
representations and warranties to Landlord as of the Commencement Date:
(a) Tenant has the full right, power and lawful authority to enter into and to carry out the
terms and provisions of the Lease, including, without limitation, the lease from Landlord of the
Casino, and other than the Approvals of the Nevada Gaming Authorities, which Tenant covenants and
agrees it shall have as of the Commencement Date and at all times during the Term, no Approval of
any Governmental Authority or any other third person is required in connection therewith and this
Lease constitutes the legal, valid and binding Lease of Tenant, enforceable in accordance with its
terms, except to the extent that enforcement may be affected by laws relating to bankruptcy,
reorganization, insolvency and creditors rights and by the availability of injunctive relief,
specific performance and other equitable remedies;
(b) neither the execution and delivery of this Lease, nor the consummation of the transactions
contemplated hereby, will conflict with or result in a violation or breach of any term or provision
of, or constitute a default under (i) any order, judgment, writ, regulatory or public body; or (ii)
any license, franchise, permit, indenture, mortgage, deed of trust, lease, contract, instrument,
commitment or other Lease or arrangement to which Tenant is a party or by which it or Tenants
property, as applicable, is bound; and
(c) no representation or warranty by Tenant contained in this Lease contains any untrue
statement of a material fact or omit to state a material fact necessary in order to make the
statement and facts contained therein not misleading.
ARTICLE XV
ESTOPPEL CERTIFICATES
15.1
Estoppel Certificates.
Tenant shall at any time and from time to time,
within ten (10) days of written notice from Landlord, execute, acknowledge and deliver to Landlord
and any prospective purchaser or lender identified by Landlord a statement in writing (a)
clarifying that this Lease is unmodified and in full force and effect, or, if modified, stating the
nature of such modification and certifying that this Lease as so modified, is in full force and
effect, and the date to which the rental and other charges are paid in advance or delinquent, if
any, (b) certifying the commencement and termination date of the Lease, (c) certifying that there
has been no assignment or other transfer by Tenant of this Lease, or any interest therein, and (d)
acknowledging that there are not, to Tenants knowledge, any uncured defaults on the part of
Landlord hereunder and that Tenant has no right of offset, counterclaim or deduction against Rent,
or specifying such default if any are claimed together with the amount of any offset, counterclaim
or deduction alleged by Tenant. Any such statements may be relied upon by any existing owner or
prospective purchaser or any present or prospective lender upon the security of the Premises.
Tenants failure to deliver such statement with such time shall be conclusive and binding upon
Tenant (x) that this Lease is in full force and effect, without modification except as may be
represented by Landlord, and that the status of Rent payments is as certified by Landlord (y) that
there are no uncured defaults in Landlords performance and that Tenant has no right of offset,
counterclaim or deduction against rental, and (z) that no more than one (1) months Rent has been
paid in advance.
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ARTICLE XVI
ASSIGNMENT OR SUBLETTING
16.1
Assignment.
Tenant shall not assign, mortgage, pledge, hypothecate or
encumber this Lease nor leasehold estate hereby created or any interest herein, or sublet the
Premises or any portion thereof, or license the use of all or any portion of the Premises without
Landlords prior written consent, which consent shall not unreasonably be withheld; provided,
however, any such assignee must have all Approvals necessary for such assignees performance of its
respective obligations hereunder; provided further, however, no assignment shall release Tenant of
any of its obligations under this Lease or be construed as, or constitute a waiver of, any of
Landlords rights or remedies hereunder. The acceptance of Rent by Landlord from any other person
shall not be deemed to be a waiver of any provision of this Lease or consent to the assignment of
Tenants interest in this Lease. Absent a written agreement to the contrary which is executed by
Landlord, no assignment, mortgage, pledge, hypothecation or encumbrance of this Lease by Tenant
shall act as or effect a release of Tenant from any of the agreements, obligations and covenants of
this Lease to be performed by Tenant hereunder.
17.2
No Merger.
The voluntary or other surrender of this Lease by Tenant, or a mutual
cancellation hereof, or the termination of this Lease by Landlord pursuant to any provision
contained herein, shall not work a merger, but at the option of Landlord, shall either terminate
any or all existing subleases or sub-tenancies, or operate as an assignment to Landlord of any and
all such subleases or sub-tenancies as determined by Landlord, exercisable in Landlords sole
discretion.
17.3
No Passage by Law.
It is understood and agreed that neither this Lease nor any
interest herein or hereunder, nor any estate hereby created in favor of Tenant, shall pass by
operation of law under any state or federal insolvency; bankruptcy or inheritance act, or any
similar Applicable Law now or hereafter in effect, to any trustee, receiver, assignee for the
benefit of creditors, heir, legatee, devisee, or any other person whomsoever without the express
prior written consent of Landlord, exercisable in Landlords sole discretion.
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ARTICLE XVIII
RIGHT OF ACCESS
18.1
Right of Entry.
Subject to Nevada Gaming Laws, Landlord and its authorized
agents and representatives shall be entitled to enter the Premises and any portion thereof at any
reasonable time for the purpose of (a) observing, posting or keeping posted thereon notices
provided for hereunder, and such other notices as Landlord may deem necessary or appropriate for
protection of Landlord, its interest or the Premises, (b) inspecting the Premises or any portion
thereof, (c) inspecting the Premises relative to concerns over use, storage or disposal of
Hazardous Materials, and (d) making repairs to the Premises or any portion thereof and performing
any work therein or thereon which Landlord may elect or be required to make hereunder, including,
without limitation, any maintenance and repairs, or which may be necessary to comply with any
Applicable Laws or any applicable standards that may, from time to time, be established by an
insurer, or which Landlord may deem necessary or appropriate to prevent waste, loss, damage or
deterioration to or in connection with the Premises or any other portion of the Project or for any
lawful purpose. In no event shall Landlord have access to any area for which access is restricted
in accordance with Nevada Gaming Laws, except pursuant to such laws. Except in emergency
situations, Landlord shall give Tenant at least twenty-four (24) hours prior notice of entry.
Landlord shall have the right to use any means which Landlord may deem proper to open all doors in
the Premises in an emergency. Entry into the Premises obtained by Landlord by any such means shall
not be deemed to be forcible or unlawful entry into, or a detainer of, the Premises, or an eviction
of Tenant from the Premises or any portion thereof. Nothing contained herein shall impose or be
deemed to impose any duty on the part of Landlord to do any work or repair, maintenance,
reconstruction or restoration, which under any provision of this Lease is required to be done by
Tenant, and the performance thereof by Landlord shall not constitute a waiver of Tenants default
in Tenants failure to do the same.
ARTICLE XIX
SUBORDINATION
19.1
Subordination by Tenant.
Tenant agrees that this Lease and its rights
hereunder are subject and subordinate to the lien of any mortgage, deed of trust or other
encumbrance, together with any renewals, extensions or replacements thereof, now or hereafter
placed, charged or enforced against the Project, or any portion thereof, and Tenant agrees to
execute and deliver at any time, and from time to time, upon ten (10) calendar days written demand
by Landlord, such documents as may be reasonably requested to evidence and confirm such
subordination (but no such document shall be necessary to effectuate such subordination), and in
the event that Tenant shall fail, neglect or refuse to execute and deliver any such documents to
be executed by it within ten (10) calendar days after receipt of written request by Landlord,
Tenant hereby appoints Landlord, its successors and assigns, the attorney-in-fact of Tenant
irrevocably to execute and deliver any and all such documents for and on behalf of Tenant;
provided, however, that such subordination is and shall be subject to the condition that the
mortgagee or beneficiary named in such mortgage or deed of trust shall recognize this Lease and
shall not disturb the possession of Tenant hereunder so long as Tenant is not in default under this
Lease beyond
applicable periods of grace. Tenant acknowledges that the power of attorney granted hereby is
coupled with an interest.
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19.2
Deemed Prior Lien.
In the event that the mortgagee or beneficiary of any such
mortgage, deed of trust, or other encumbrance elects to have this Lease deemed a prior lien to its
mortgage, deed or trust, or other encumbrance, then and in such event, upon such mortgagees or
beneficiarys giving written notice to Tenant to that effect, this Lease shall be deemed a prior
lien to such mortgage, deed of trust, or other encumbrance, whether this Lease is dated prior to or
subsequent to the date or recordation of such mortgage, deed or trust, or other encumbrance.
19.3
Attornment.
Tenant shall, in the event any proceedings are brought for the
foreclosure of any mortgage, deed of trust, or other encumbrance against the Project or the
Premises or in the event of exercise of the power of sale under any deed of trust covering the
Premises or the Project or termination of any ground lease of the Premises or the Project, attorn
to the purchaser upon such foreclosure or sale, and recognize such purchaser as Landlord under this
Lease so long as neither this Lease nor any of the rights of Tenant hereunder shall be terminated
or modified or be subject to termination or modification so long as Tenant is not in default under
this Lease beyond applicable periods of grace.
ARTICLE XX
MISCELLANEOUS PROVISIONS
20.1
Governing Law; Consent to Jurisdiction.
This Lease shall be construed
and interpreted in accordance with and shall be governed and enforced in all respects according to
the laws of the State of Nevada, without giving effect to conflicts of laws principles. Tenant and
Landlord each agree to the exclusive jurisdiction of any state or federal court within the County
of Washoe, State of Nevada, with respect to any claim or cause of action arising under or relating
to this Lease, and waive personal service of any and all process upon it and consent that all
services of process be made by registered mail, directed to it at its address as set forth in
Section 20.12 and service so made shall be deemed to be completed when received. Tenant and
Landlord each waive any objection based on
forum non conveniens
and waive any objection to venue of
any action instituted hereunder. Nothing in this Section 20.1 shall affect the right of Tenant or
Landlord to serve legal process in any other manner permitted by Applicable Laws.
20.2
Headings.
The paragraph headings and the index to this Lease are for convenience
and reference only and the words contained therein shall in no way be held to explain, modify,
amplify or aid in the interpretation, construction of meaning of the provisions of this Lease.
20.3
Construction.
If any term or provision of this Lease, or the application thereof
to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of
this Lease, or the application of such term or provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term
and provision of this Lease shall be valid and enforced to the fullest extent permitted by law.
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20.4
Binding.
Except as herein otherwise expressly provided, the terms hereof shall
be binding upon and shall inure to the benefit of the heirs, executors, administrators, successor
and assigns of Landlord and Tenant, subject to restrictions on assignment of this Lease as provided
herein. Notwithstanding the foregoing, this Lease and Tenants obligations hereunder are not
assignable by Tenant without Landlords prior written consent which shall not be unreasonably
withheld subject to all required Gaming Approvals.
20.5
Attorneys Fees.
Each party hereto shall bear its own professional fees and
expenses incurred by such party in connection with, relating to or arising out of the execution,
delivery and performance of this Lease and the consummation of the transactions contemplated
hereby; provided, however, in the event any dispute between Landlord and Tenant should result in
litigation, the prevailing party shall be reimbursed for all costs incurred in connection with such
litigation, including, without limitation, reasonable attorneys fees and costs.
20.6
Entire Agreement; Amendments.
This Lease contains the entire agreement and
understanding of the parties with respect to the subject matter hereof and cannot be changed or
terminated orally.
20.7
Interpretation.
Plural shall be substituted for the singular form and vice versa
in any place of places herein in which the context required such substitution or substitutions.
20.8
Liens.
Should any claim or lien be filed against the Project or the Leased
Premises, or any action or proceeding is instituted affecting the title to the Project, Tenant
shall give Landlord written notice thereof as soon as reasonably possible after Tenant obtains
actual or constructive knowledge thereof.
20.09
No Partnership.
Nothing contained in this Lease shall be deemed or construed by
the parties hereto or by any third party to create any relationship between Landlord and Tenant
other than the relationship of Landlord and Tenant.
20.10
Recordation.
This Lease or memorandum thereof may not be recorded by Tenant
without the written consent of the Landlord.
20.11
Time.
Time of the essence of this Lease and all of the terms and conditions
hereof.
20.12
Notice.
Any and all notices or demands that either party hereto desires or is
required to give to the other party pursuant to this Lease shall be in writing and delivered in
person, sent by overnight courier (with confirmation of delivery) or sent by express, certified or
priority U.S. mail postage prepaid (return receipt requested), addressed as follows:
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If to Landlord:
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Hyatt Equities, L.L.C.
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Hyatt Center
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71 South Wacker Drive
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Chicago, Illinois 60606
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Attn: General Counsel
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If to Tenant:
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Gaming Entertainment (Nevada) LLC
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c/o Full House Resorts, Inc.
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4670 So. Fort Apache Road, Suite 190
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Las Vegas, NV 89147
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Attn: General Counsel
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or to such other person or place as either party hereto my designate in writing in the manner
provided herein for giving notice. Each such notice so delivered, couriered or mailed shall be
deemed delivered when personally delivered, as of the first business day after the date so sent by
courier, or as of the third business day after the date so sent by mail, as the case may be.
20.13
Counterparts.
This Lease may be executed in counterparts and all of such
counterparts, taken together, shall be deemed part of one instrument.
20.14
Gaming Authorities Requirements.
Landlord and Tenant agree that notwithstanding
any of the provisions herein, if at any time during the Term, the Nevada Gaming Authorities require
or prohibit any act on the part of Landlord or Tenant, Landlord or Tenant, as applicable, shall
comply with such requirement or prohibition as the case may be, and any such compliance shall not
be deemed a breach of this Lease.
20.15
Waiver of Jury Trial
. TENANT AND LANDLORD WAIVE ANY RIGHT TO TRIAL BY JURY OR TO
HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE,
BETWEEN LANDLORD AND TENANT ARISING OUT OF THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT, OR
AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO.
20.16
Landlords Lien/Security Interest
. Subject to Applicable Laws, including
specifically the Nevada Gaming Laws, Tenant hereby grants Landlord a security interest, and this
Lease constitutes a security agreement, within the meaning of and pursuant to the Nevada Uniform
Commercial Code as to all of Tenants property situated in, or upon, or used in connection with the
Project (collectively, the
Collateral
) as security for all of Tenants obligations hereunder,
including without limitation, the obligation to pay Rent and such other sums as Tenant is required
to pay to Landlord hereunder whether or not denominated as Rent. Subject to Applicable Laws, such
personal property thus encumbered includes specifically all of Tenants gaming devices and
associated equipment (as those terms are defined in NRS 463.0155 and 463.0136), furniture, fixtures
and equipment and all trade and other fixtures and inventory, equipment, contract rights, accounts
receivable and the proceeds thereof. Tenant hereby irrevocably authorizes Landlord and/or
Landlords agent to file such Uniform Commercial Code and other filings as Landlord deems
appropriate in order to perfect such security interest. Tenant further agrees to sign such other
financing statements or other documents as reasonably requested by Landlord to further secure
Landlords interest under this paragraph as often as
Landlord in its discretion requires. Landlord understands and agrees that its lien and security
interest is subject and subordinate to the prior lien and security interests held by Wells Fargo
Bank, NA and its affiliates.
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20.17
Transfer of Landlords Interest
. Landlord shall be liable under this Lease only
while owner of the Premises. If Landlord should sell or otherwise transfer Landlords interest in
the Premises, then such purchaser/transferee shall be responsible for all of the covenants and
undertakings thereafter accruing of Landlord. Tenant agrees that Landlord shall, after such sale or
transfer of Landlords interest, have no liability to Tenant under this Lease or any modification
or amendment thereof, or extensions or renewals thereof, except for such liabilities which have
accrued prior to the date of such sale or transfer of Landlords interest to such
purchaser/transferee.
20.18
Accord and Satisfaction
. No payment by Tenant or receipt by Landlord of a lesser
amount than any payment of Rent herein stipulated shall be deemed to be other than on account of
the earliest stipulated Rent, nor shall any endorsement or statement on any check or any letter
accompanying any check or payment of Rent be deemed an accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlords right to recover the balance of such
Rent or pursue any other remedy provided for in this Lease or available at law or in equity. Any
check purporting to be an accord and satisfaction must be delivered to the address to which notices
are to be sent hereunder (with copies to the addresses to which copies of such notices are to be
sent) and not to the address for payments.
20.19
Confidentiality
. Landlord and Tenant agree to keep the terms and conditions of
this Lease confidential, provided, however, that Landlord or Tenant may disclose the terms of this
Lease (i) as required by law, (ii) as required by any government agency having jurisdiction over
this Lease, the Project, the Premises or Tenant, (iii) as may be necessary in connection with a
dispute between the parties, or (iv) as necessary, to their respective affiliates, investors,
lenders, employees, agents, attorneys, advisors or consultants (who shall be instructed to comply
with the confidentiality provisions of this Section 20.19). Tenant shall not release any public
announcement or press release concerning this Lease or the terms hereof without obtaining the prior
written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or
delayed, except as may be required by any applicable law, rule, or regulation.
20.25
Force Majeure
. Landlord and Tenant will be excused for the period of delay in
the performance of any of their respective obligations hereunder, except their respective
obligations to pay any sums of money due under the terms of this Lease, and shall not be considered
in default, when prevented from so performing by any labor disputes, civil commotion, war, fire or
other casualty, changes (after the date of this Lease) in governmental regulations, statutes,
ordinances, restrictions or decrees, or through acts of God (collectively,
Force Majeure Events
).
20.26
Casino Lease subject to Nevada Gaming Authorities
. Notwithstanding anything to
the contrary in this Lease, this Lease and all the terms and conditions herein are subject to the
provisions of Chapter 463 of the Nevada Revised Statutes and the Regulations of the Nevada
Gaming Commission and State Gaming Control Board adopted pursuant thereto (Gaming Statute and
Regulations). In the event of any conflict between the Gaming Statutes and Regulations and the
terms of this Lease, the Parties acknowledge, understand and agree that the Gaming Statutes and
Regulations shall govern and the terms of the Lease shall be deemed amended to conform thereto.
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ARTICLE XXI
CONDITION PRECEDENT
It is a condition precedent to the effectiveness of this Lease and of Landlords and Tenants
obligations hereunder that the Commencement Date occur by December 31, 2011 (the
Outside Closing
Date
). If the Commencement Date has not occurred by the Outside Closing Date for any reason, then
either party may terminate this Lease upon written notice provided to the other party at any time
after the Outside Closing Date, and thereupon, neither party will have any further obligations
hereunder.
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IN WITNESS WHEREOF,
the parties hereto have caused this Lease to be executed as of the day and
year first above written.
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LANDLORD
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Hyatt Equities, L.L.C.
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a Delaware limited liability company
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By:
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/s/ Jerry M. OConnor
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Name:
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Jerry M. OConnor
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Its:
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VP-Tax
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TENANT
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Gaming Entertainment (Nevada) LLC,
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a Nevada limited liability company
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By
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/s/ Mark J. Miller
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Name:
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Mark J. Miller
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Its:
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COO/CFO
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33
Exhibit 10.2
Execution Copy 06/27/2011
ASSET PURCHASE AND TRANSITION AGREEMENT
This Asset Purchase and Transition Agreement
(Agreement)
is made and entered into on this
28
th
day of June, 2011
(Effective Date),
by and between HCC CORPORATION, a Nevada corporation
(Seller), doing business as GRAND LODGE CASINO (the Casino
), Seller
and GAMING ENTERTAINMENT
(NEVADA), LLC a Nevada Limited Liability Company,
(Buyer).
Collectively, Seller and Buyer are
sometimes referred to herein as the
Parties.
RECITALS:
A. The Seller owns all of the assets, tangibles, intangibles, going business,
inventory, liabilities, name and goodwill of the Casino, located at the Hyatt Regency Lake Tahoe
Resort, Spa and Casino, 111 Country Club Drive, Incline Village, and Nevada 89451, operating a
casino business
(the Business).
B. The Buyer desires to purchase and the Seller desires to sell certain of the assets
used in connection with the operation of the Business, as hereafter described
(the Assets),
and
to assume certain liabilities incurred in connection with the operation of the Business
(Assumed
Liabilities)
and following Closing, Buyer desires to operate the Business.
C. In addition, Buyer agrees to certain specific matters regarding the employees of
Seller at the Casino all as more fully set forth herein.
D. The purpose of this Agreement is to set out the mutual covenants, representations,
warranties and promises of the Parties in connection with the Buyers acquisition of the Assets of
the Business.
E. In consideration of the foregoing facts and the mutual covenants, representations and
warranties contained herein, and with the intention of being legally bound hereby, the Parties
hereto agree as follows:
ARTICLE I
PURCHASE OF PRIMARY ASSETS
1.1
Sale of Primary Assets
.
Upon the terms and subject to the conditions set
forth in this Agreement, Seller agrees to sell and Buyer agrees to purchase:
1.1.1
The gaming and other tangible personal property described in the appraisal, attached
hereto as Schedule A, plus such other tangible personal property which may be or, in accordance
with the terms of this Agreement, have been acquired after the date of the appraisal to the extent
the same is used in the business, and less any such property as may have
been disposed of, by the Casino prior to the Closing. The price of such assets shall be the
values as itemized on Schedule A, plus the actual cost of any additions, and less the value as
listed on Schedule A of any deletions.
1.1.2
Gaming inventories, including, without limitation, inventories of cards, dice and gaming
equipment parts described on Schedule B attached hereto, plus such other inventories as may
hereafter have been acquired, and less any such inventory as may have been disposed of, in the
ordinary course of Casino business, prior to Closing. The purchase price for these inventories
shall be the amounts indicated on Schedule B, plus the actual cost of any additions and deletions.
1.1.3
Operating supplies, including, without limitation, office supplies and equipment, and
other miscellaneous supplies located on the premises, provided that any equipment or supplies with
a value of $100.00 or greater is scheduled on Schedule E, attached hereto. The price for the
operating supplies shall be Seven Thousand Five Hundred Dollars ($7,500.00).
1.1.4
Copyrights, trade names, trademarks, domain names, customer lists, good will and other
related intangible assets relating to the Business (excluding the corporate names of Seller), and
specifically including the names Grand Lodge Casino and Player Advantage Club, all internet
domain names and URLs related thereto, and all rights in and to those names, including but not
limited to the intellectual property set forth on Schedule C. The purchase price for these assets
shall be One Dollar ($1.00). The trademarks GRAND LODGE CASINO and PLAYER ADVANTAGE CLUB, and the
respective Federal Trademark Registration Nos 3,760,969 and 2,639239, are owned by the Seller.
Additionally, Seller shall transfer to Buyer the domain name <grandcasinolodge.com> which
Sellers marketing company Mosac Marketing Group, Inc. (Mosac) has transferred to Seller.
1.1.5
Subject to Section 7.4, all assignable rights and obligations under any written or oral
contracts, agreements, leases, instruments, or other documents or commitments, arrangements,
undertakings, practices or authorizations related to the Primary Assets or the operations of the
Business (collectively the Contracts);
1.1.6
All documents and books and records related to the Primary Assets or the operations of
the Business, including, without limitation, customer, supplier, mailing and player lists, and
casino files relating to the Business; and
1.1.7
All other intangible property owned or leased by Seller required for the operation of
the Business, including, without limitation, goodwill, operating and training manuals, federal,
state, and local certifications and other permits (to the extent assignable), manuals and plans
relating to the Business or its operations, and other documents relating to the operation of the
Primary Assets, (together with the assets described in Sections 1.1.5 and 1.1.6, the
Intangibles);
2
1.2
Aggregate Purchase for Primary Assets.
The aggregate purchase price for the primary assets shall be the sum of the amounts reflected
in Sections 1.1.1 through 1.1.7 above, and shall be payable, plus or minus the settlement amount
referred to in Section 2.4, by wire transfer at Closing to an account specified by Seller and
identified by Buyer at least five (5) days prior to Closing.
1.3
Closing
.
The Closing shall take place at a mutually convenient location within
Nevada on a date to be agreed which is shall be no later than 15 days following the grant of a
gaming license to the Buyer by the Nevada Gaming Commission. This Agreement is specifically
conditioned upon (a) the Buyer obtaining a non-restricted gaming license to operate the assets
being transferred and (b) Buyer entering into a Lease for the Premises in which the assets are
operated with Hyatt Equities LLC and Buyer shall have no obligation hereunder unless and until such
gaming license is issued and effective. Either Party shall have the right to terminate this
Agreement, at any time (i) on or after September 1, 2011, in the event the above referred to Lease
has not been executed on or before said date, or (ii) on or after November 1, 2011, in the event
the above referred to gaming license shall not have been obtained on or before said date.
ARTICLE 2
TREATMENT OF CERTAIN CURRENT ASSETS
AND
ASSUMPTION OF CERTAIN CURRENT LIABILITIES
2.1
Current Assets
.
Seller shall transfer to Buyer the following current assets:
cash on premises, prepaid equipment rentals and other transferrable prepaid items, and casino
markers in the Sellers possession at the date of Closing. For purposes hereof, cash on premises
shall mean all Seller owned currency located in the Casino at the Closing and shall include,
without limitation, cage cash and cash in drop boxes, bill validators and ticket redemption kiosks.
2.2
Current Liabilities.
At Closing, Buyer shall assume the following liabilities:
outstanding chip/TITO ticket liabilities, progressive jackpot liabilities, and Player Club points.
Buyer shall notify Seller at least thirty (30) days prior to Closing of the extent to which Buyer
will assume any accrued vacation pay for Casino employees hired by Buyer, however, such election by
Buyer may be made only in respect to all former Seller employees hired by Buyer and not any lesser
number of such employees.
2.3
The value of the current assets and current liabilities described above shall be valued at
their actual amounts as of the Closing Date with the following adjustments.
2.3.1
Prior to the Closing, Seller and Buyer shall agree to an allowance for uncollectible
markers and the method of calculating such allowance.
2.3.2
The amount for progressive jackpots will be included only for the amount
in excess of the seed money, although the liability to be assumed will be the entire
liability, provided however that in the computation of the purchase price, Buyer will pay an amount
equal to seventy-five percent (75%) of the seed money.
3
2.4
Settlement at Closing
. A preliminary amount for the current assets and current
liabilities described in this Article will be agreed upon between Seller and Buyer prior to the
Closing. If current assets exceed current liabilities, Buyer shall pay to Seller such additional
amount at Closing. If current liabilities exceed current assets as described in this Article,
Seller shall pay that amount in cash to Buyer or issue a credit to Buyer at closing.
2.5
Post Closing Adjustment
.
Within sixty (60) days of Closing, the Parties shall
agree on any adjustments necessary to the current assets and current liabilities described in this
Article, and settlement of any adjustments shall be made in cash at that time. Such post-closing
adjustment shall be final and binding on the Parties.
ARTICLE 3
ADDITIONAL RIGHTS ASSIGNED TO BUYER
3.1
At the Closing, Seller shall assign to Buyer the trademark and trade name rights as
described on Schedule C and the equipment leases and contracts described on Schedule D. Buyer shall
have the responsibility for obtaining any and all consents necessary to assign such leases and
contracts, which Buyer shall obtain prior to Closing. Seller agrees to cooperate with Buyer to
accomplish such assignments.
3.2
Seller shall retain and are not transferring any insurance policies or other deposits not
specifically described herein, and reserve all rights with respect to those items.
3.3
Seller shall be responsible for any accrued payroll liabilities to employees through the
Closing date, except to the extent specifically assumed by Buyer hereunder.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE SELLER
As an inducement to the Buyer to enter into this Agreement and to consummate the transactions
contemplated hereby, the Seller represents and warrants to the Buyer that at the time of entering
into this Agreement and as of the Closing Date, the following representations and warranties, which
shall survive Closing for the period provided herein, are true and accurate:
4.1
Organization and Standing
. Seller is a Nevada corporation, duly organized, validly
existing and in good standing under the laws of the State of Nevada. Seller is duly licensed and
qualified to do business in the State of Nevada and to carry on the Business in the State of Nevada
4.2
Ownership of Assets and Operation of Business
.
That Seller has good title to the
Assets, and has the right to sell, assign and transfer the same free and clear of all liens,
pledges and encumbrances of any kind. There are no outstanding options or other agreements
obligating the Seller to convey or encumber the Assets of the Business.
4
4.3
Authority.
The Seller represents and warrants that it has full legal power,
capacity and authority to execute and deliver this Agreement and Schedules hereto, and to
consummate the transactions contemplated hereby, and that this Agreement has been duly and validly
executed and delivered by Seller and constitutes a valid and binding Agreement of Seller,
enforceable in accordance with its terms. The person or persons executing this Agreement and any
document provided pursuant to this Agreement or at Closing by or on behalf of Seller is duly
authorized and empowered to execute such document on behalf of Seller and to bind Seller to such
action. The entry into and performance of this Agreement will not violate any understanding,
agreement, commitment of Seller or any law, rule, regulation, ordinance, code or statute to which
Seller are subject or obligated. The execution, delivery and performance of this Agreement by
Seller and the consummation of the transactions contemplated by this Agreement are not contrary to
the Articles of Incorporation or Bylaws of Seller. The execution, delivery or performance of this
Agreement by Seller and the consummation of the transactions contemplated by this Agreement will
not (a) with the passage of time, the giving of notice or otherwise, result in a violation or
breach of, or constitute a default under, any term or provision of any indenture, mortgage, deed of
trust, lease, instrument, contract, agreement or other restriction to which Seller is a party or to
which any of Primary Assets is subject, (b) result in the creation of any lien or other charge on
any of the Primary Assets, (c) result in an acceleration or termination of any note, loan or
security agreement or similar agreement or instrument to which Seller is a party or by which any of
Primary Assets are bound, or (d) result in a violation of any order, judgment, decree, rule,
regulation or law applicable to Seller.
4.4
Good and Marketable Title to Assets
.
Buyer shall acquire good title to, and all
right, title and interest in, the Assets, free and clear of all claims, charges, liens and
encumbrances.
4.5
Liabilities
.
Except as expressly provided in this Agreement, Seller represent and
warrant that Buyer will not be responsible for any obligation of Seller incurred prior to Closing.
4.6
Tangible Personal Property.
Schedule A contains a true and complete list of all
tangible personal property sold hereby as of the date or dates set forth in Schedule A, and Seller
represent that all of the personal property used in connection with the operation of the Business
Assets and inventory are sold AS-IS. Seller shall deliver a supplement to Schedule A, showing
additions or deletion since those dates not later than five (5) days prior to the Closing, and such
supplement shall, upon delivery to Buyer, be deemed included in the representations and warranties
contained in this Section 4.6. Seller makes no warranties as to the condition of the Assets and
inventory, except that Seller represents and warrants that the Assets are free and clear of any
liens and encumbrances, and that Seller will convey good title to the Assets (including all
inventory) to Buyer at Closing. Buyer is responsible for inspecting the Assets. Buyer understands
that it is purchasing all of the inventory.
4.7
Employees
.
As previously disclosed to Buyer, Seller has entered into certain
employment agreements, consulting agreements and severance agreements with current and former
employees of Seller. Buyer assumes no responsibility or liability with respect thereto.
4.8
Employee Benefits
.
Seller maintain various employee benefit plans pursuant
to which Seller provided benefits or compensation to or on behalf of employees or former employees
of Seller, whether or not written. Buyer assumes no responsibility or liability for any plans.
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4.9
Litigation
.
There is no (i) action, suit claim, proceeding or investigation
pending or to the best knowledge of Seller, threatened against Seller at law or in equity or before
or by any federal, state, municipal or other governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, (ii) arbitration proceeding pending relating to the
Business, or (iii) governmental inquiry pending. The Business is not in default with respect to
any order, writ, injunction or decree served upon it from any court or any federal, state,
municipal or other governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign. There is no action or suit by the Business pending against others.
4.10
Broker
.
Seller has not engaged a Broker and is not responsible for any
payment to any finder, broker or consultant in connection with the transactions contemplated by
this Agreement.
4.11
Disclosure
.
All documents prepared by Seller or the Business in connection
with this Agreement and the transactions contemplated hereby, including but not limited to all
financial statements, are materially correct.
4.11.1 Omission.
To the best of their knowledge, neither this Agreement nor any schedules or
exhibits hereto contain any untrue statements of a material fact or omit to state a material fact
necessary in order to make the statements contained therein not misleading.
ARTICLE 5
ADDITIONAL OBLIGATIONS OF THE SELLER
The Seller further promise, covenant and agree as follows:
5.1
Transfer of Assets
. That the Seller shall give full, complete and actual
possession of the Assets to the Buyer on the Closing Date.
5.2
Limitations of Seller
. That from the date of this Agreement to the Closing Date,
the Seller shall:
5.2.1
Not transfer, convey, lease, mortgage, refinance or otherwise encumber any of the
Assets;
5.2.2
Fully cooperate with all reasonable requests of the Buyer to accomplish the transfer
and assignment of all assignable licenses and permits;
5.2.3
Exercise commercially reasonable efforts to have current suppliers
continue with Buyer on same terms and conditions. Seller shall furnish a list of all the
currently active suppliers to the Business and contain the terms of the arrangements with them; and
5.2.4
Pay in full through and including Closing all taxes required to be paid by the Seller
or the Business, and all accrued employee payroll through the Closing, except to the extent as
specifically assumed by Buyer hereunder.
5.2.5
Continue the business of Seller in substantially the method, manner and fashion is has
been conducted and make no material changes to the business or its operations, except for (i)
drawdowns in the amount of cash on premises, and (ii) additions to or deletions of Assets in
accordance with the provisions of this Agreement.
6
5.2.6
Arrange for and execute any and all consents to assign or transfer any contracts being
assigned to or assumed by Buyer.
5.2.7
Not make any additions to or deletions of the Assets with a value in excess of
$1,000.00 without the consent of Buyer, which consent, with respect to additions and deletions made
in the ordinary course of the Business and on a basis consistent with prior practices, shall not be
unreasonably withheld.
5.3
Closing Deliveries
. That on the Closing Date, the Seller shall execute, if
appropriate, and delivery to the Buyer:
5.3.1
A Bill of Sale transferring and assigning the Assets to the Buyer;
5.3.2
Seller will execute any other instruments necessary or appropriate to transfer to the
Buyer all of Sellers right, title and interest in and to the Assets;
5.3.3
To the extent assignable, an assignment by the Seller to the Buyer of all licenses,
permits and approvals from all governmental authorities necessary to enable the Buyer to manage and
operate the Business and the Assets in the same manner that the Business and the Assets are now
being managed and operated; and
5.3.4
Assignments of the items specified in Section 3.1 above.
5.4
Further Assurances.
That the Seller will, at any time and from time to time after
the Closing Date, upon the Buyers reasonable request, execute, acknowledge and deliver or will
cause to be done, executed, acknowledged and delivered all such further acts, deeds, assignments,
transfers, conveyances and assurances as may reasonably be required for the better assigning,
transferring, granting and confirming title of the assets to the Buyer, or to its successors and
assigns.
ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF THE BUYER
As an inducement to the Seller to enter into this Agreement and to consummate the
transactions contemplated hereby, the Buyer represents and warrants to the Seller as follows:
6.1
Power and Authority
.
The Buyer has the authority to execute, deliver and perform
this Agreement. The documents to be executed and delivered by the Buyer have been duly executed
and delivered by, and constitute the legal, valid and binding obligation of the Buyer and are
enforceable against the Buyer in accordance with their terms. The person or persons executing this
Agreement and any document provided pursuant to this Agreement or at Closing by or on behalf of
Buyer is duly authorized and empowered to execute such document on behalf of Buyer and to bind
Buyer to such action. The entry into and performance of this Agreement will not violate any
understanding, agreement, commitment of Buyer or any law, rule, regulation, ordinance, code or
statute to which Buyer is subject or obligated. The entry into and performance of this Agreement
will not violate any understanding, agreement, commitment of Buyer or any law, rule, regulation,
ordinance, code or statute to which Buyer is subject or obligated. The execution, delivery and
performance of this Agreement by Buyer and the consummation of the transactions contemplated by
this Agreement are not contrary to the Articles of Formation or Operating Agreement of Buyer. The
execution, delivery or performance of this Agreement by Buyer and the consummation of the
transactions contemplated by this Agreement will not (a) with the passage of time, the giving of
notice or otherwise, result in a violation or breach of, or constitute a default under, any term or
provision of any indenture, mortgage, deed of trust, lease, instrument, contract, agreement or
other restriction to which Buyer is a party, (b) result in an acceleration or termination of any
note, loan or security agreement or similar agreement or instrument to which Buyer is a party, or
(c) result in a violation of any order, judgment, decree, rule, regulation or law applicable to
Buyer.
7
6.2
Disclosure.
All documents delivered or to be delivered by or on behalf of Buyer
in connection with this Agreement and the transactions contemplated hereby are true, complete and
correct. To the best of Buyers knowledge, this Agreement does not contain any untrue statement of
a material fact or omit a material fact necessary to make the statements contained herein or
therein, in light of the circumstances in which made, not misleading.
6.3
Broker
.
Buyer represents that it has not engaged any broker or agent related to
this transaction.
ARTICLE 7
ADDITIONAL OBLIGATIONS OF THE BUYER
The Buyer further promises, covenants and agrees as follows:
7.1
Cooperation
.
To fully cooperate with the Seller to insure that the transfer of
possession takes place with the least possible disruption.
7.2
Lease
.
To use its best efforts to negotiate with the current landlord of the
Casinos premises a new lease for such premises. The successful negotiation of such lease shall
be a condition precedent to Sellers obligations to close hereunder.
7.3
Employment Generally; Worker Adjustment and Retraining Notification Act
(WARN Act).
7.3.1
Seller currently employs approximately 150 full, part time, and seasonal employees at
the Casino.
7.3.2
Buyer agrees to offer employment to at least seventy percent (70%) of Sellers full-time
employees for a period of not less than ninety (90) days following Closing, upon terms and
conditions that will not constitute a constructive discharge within the meaning of the WARN Act,
it being the express intention of the parties that Seller will have no requirement or obligation to
give any notices which otherwise may be required pursuant to the terms of the WARN Act.
7.3.3
Sellers agreement to consummate the transactions contemplated by this Agreement is
in full reliance upon Buyers obligation to offer employment to a sufficient number of Seller
employees at the Casino, to eliminate any requirement to give WARN Act notices to Sellers
employees.
8
7.4
Employment Contracts
.
7.4.1
Buyer acknowledges that four (4) employees of Seller have existing employment agreement,
which employment agreements have been provided to Buyer.
7.4.2
Seller and Buyer agree and understand that Buyer assumes no liability under or pursuant
to any existing employment agreement which Seller has entered into with its employees. Seller shall
not, and shall have no obligation to, assign said existing employment agreements to Buyer.
7.5
Further Assurances
.
On the Closing Date the Buyer shall execute, if appropriate,
and deliver to the Seller such instruments, documents, assignments and assumptions of liability as
may be reasonably necessary, in the Sellers opinion, to affect a transfer of the Assets to the
Buyer and the assumption of liability required to be assumed by Buyer hereunder..
7.6
Buyer shall assume the assumed liabilities only to the extent arising or accruing from and
after the Closing Date, and Buyer shall have no duty or obligation whatsoever with respect to any
duties or obligations of Seller arising or accruing before the Closing Date (all of which shall be
the sole responsibility and liability of Seller).
7.7
From time to time following the Closing, Buyer shall grant to Seller, and to
Sellers representatives and agents, access to all books and records of the Business transferred to
Buyer hereunder, and the right to make copies and extracts thereof, all at Sellers sole expense,
For the purpose of enabling Seller to make any post-closing reports or filings it may be required
to that it may desire to make including without limitation, tax returns and reports and reports to
regulatory agencies. For that purpose, Buyer agrees to retain all such books and records for a
period consistent with Sellers records retention policies in place on the date hereof. In
addition,
Buyer agrees to make available to Seller the services of Sellers current Controller to prepare or
assist in preparing such reports and filings so long as said Controller remains in the employ of
Buyer and provided her assistance can be made available without disruption to Buyers business.
Seller agrees that it shall reimburse Buyer for a proportionate share of the Controllers
compensation and benefits and other related costs for the time during which she is rendering the
services herein contemplated.
ARTICLE 8
COVENANTS AND AGREEMENTS
8.1
Cooperation.
Each of the parties hereto shall use his, her or its commercially
reasonable efforts and good faith to perform and fulfill all conditions and obligations to be
fulfilled or performed hereunder.
8.2
Taxes.
Seller shall be responsible for the payment of and will indemnify and hold
the Buyer harmless against all taxes due or assessed which related to the operations of the
business for all periods up to and including the Closing Date. Buyer shall be responsible for the
payment of and will indemnify and hold the Seller harmless against all taxes due or assessed which
relate to the operations of the business for all periods following the Closing Date.
9
ARTICLE 9
SURVIVAL; INDEMNIFICATION
9.1
Survival
.
The representations, warranties and indemnities set forth in or made
pursuant to this Agreement shall remain operative and shall survive for a period of one (1) year
from the Closing Date
(Survival Period)
and shall not be merged therein, regardless of any
investigation by or on behalf of any party.
9.2
Indemnification by Seller
. From and after Closing, Seller will indemnify and hold
harmless Buyer and each of its respective affiliates, directors, officers, employees, attorneys,
agents, representatives, successors and assigns in respect of any and all claims, losses, damages,
liabilities, penalties, interest, costs and expenses (including reasonable attorneys, accountants
and consultants fees and expenses, including and such expenses incurred in connection with
investigating, defending against or settling any such claims) (collectively, Losses) reasonably
incurred by Buyer in connection with, or resulting from, any or all of the following:
9.2.1
Any breach of any representation or warranty made by Seller in this Agreement, to the
extent Buyer has notified Seller in writing of any such purported breach within the Survival
Period; and
9.2.2
Any breach in the performance of any covenant, agreement or obligation of Seller
contained in this Agreement.
9.3
Indemnification by Buyer
. From and after the Closing, Buyer will indemnify and
hold harmless Seller and each of its respective affiliates, directors, officers, employees,
attorneys, agents, representatives, successors and assigns in respect of any and all claims,
losses,
damages, liabilities (specifically including all liabilities for failure to give WARN Act
notices), penalties, interest, costs and expenses (including reasonable attorneys, accountants
and consultants fees and expenses, including and such expenses incurred in connection with
investigating, defending against or settling any such claims) (collectively, Losses) reasonably
incurred by Seller in connection with, or resulting from, any or all of the following:
9.3.1
Any breach of any representation or warranty made by Buyers in this Agreement; and
9.3.2
Any breach in the performance of any covenant, agreement or obligation of Buyers
contained in this Agreement to the extent Seller has notified Buyer of any purported breach within
the Survival Period.
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ARTICLE 10
MISCELLANEOUS
10.1
Entire Agreement
. This Agreement embodies the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof and supersedes all prior
written or oral agreements and understandings relating to the subject matter hereof. No statement,
representation, warranty, covenant or agreement of any kind not expressly set forth in this
document shall affect, or be used to interpret, change or restrict, the express terms and
provisions of this Agreement.
10.2
Modifications
. The terms and provisions of this Agreement may be modified or
amended only by a written agreement executed by all parties signatory hereto.
10.3
Assignment
.
Neither this Agreement nor any right hereunder may be assigned
by any of the parties hereto without the prior written consent of the other parties; provided,
however, that the Buyer may assign the rights under this Agreement including without limitation the
right to receive the Assets to a corporation, partnership, limited liability company or other
similar entity without the express written approval of the Seller. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs, personal
representatives, successors and permitted assigns.
10.4
Termination
.
In the event that either party terminates this Agreement,
written notice thereof shall forthwith be given to the other party or Parties, and the transactions
contemplated hereby shall be terminated without further action by any party. If the transactions
are terminated as provided herein:
(a) Buyer and Seller shall return all documents, copies and other material received
from any other party relating to the transactions contemplated hereby, whether so obtained before
or after the execution hereof, to the party from whom such documents, copies or materials were
received;
(b) All confidential information received by Buyer and Seller with respect to Buyer or Seller
or the Business shall be treated as confidential notwithstanding the termination of this Agreement;
and
(c) This Agreement shall become void and of no further force and affect.
10.5
Notices
.
All notices, demands, requests, or other communications which may
be or are required to be given or made by any party to any other party pursuant to this Agreement
shall be in writing and shall be hand delivered or delivered by overnight air courier and addressed
or faxed as follows:
|
|
|
10.5.1
If to Seller:
|
|
|
|
|
HCC CORPORATION,
|
|
|
a Nevada corporation, d/b/a
|
|
|
GRAND LODGE CASINO
|
|
|
c/o HGMI Gaming, Inc.
|
|
|
71 S. Wacker Drive
|
|
|
10
th
Floor
|
|
|
Chicago, IL 60606
|
11
|
|
|
|
|
with a required copy to:
|
|
|
|
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|
Michael J. Melarkey, Esq.
|
|
|
Avansino, Melarkey, Knobel, Mulligan & McKenzie
|
|
|
4795 Caughlin Parkway, Suite 100
|
|
|
Reno, NV 89519
|
|
|
Tel.: 775-333-0300
|
|
|
Fax: 775-333-0305
|
10.5.2
If to Buyer:
|
|
|
|
|
GAMING ENTERTAINMENT (NEVADA),
|
|
|
A Nevada Limited Liability Company
|
|
|
c/o FULL HOUSE RESORTS, INC
|
|
|
4670 So. Fort Apache Road, Suite 190
|
|
|
Las Vegas, NV 89147
|
|
|
Attn: Andre M. Hilliou, Chairman and CEO
|
or such other address as the addressee may indicate by written notice to the other parties.
Each notice, demand, delivery, request or communication which shall be given or made in the
manner described above shall be deemed sufficiently given or made for all purposes at such time as
it is delivered to the addressee (with the delivery receipt or the affidavit of messenger being
deemed conclusive but not exclusive evidence of such delivery) or at such time as delivery is
refused by the addressee upon presentation.
10.6
Governing Law.
This Agreement and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the internal laws of the State
of Nevada, without giving effect to the conflict of law principles thereof.
10.7
Severability
.
In the event that a court of competent jurisdiction or arbitral
panel shall finally determine that any provision, or any portion as contained in this Agreement
shall be void or unenforceable in any respect, then such provision shall be deemed limited to the
extent that such is determined to be enforceable and as to limited shall remain in full force and
effect. To the extent that such determination shall finally decide any such provision to be wholly
unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force
and effect as though such provision was omitted in its entirely.
10.8
Interpretation
.
The parties acknowledge and agree that (i) the rules of
construction to the effect that any ambiguities are resolved against the drafting party shall not
be employed in the interpretation of this Agreement and (ii) the terms and provisions of this
Agreement shall be construed fairly as to all parties hereto and not in favor of or against any
party regardless of which party was generally responsible for the preparation of this Agreement.
10.9
Headings and Captions
.
The headings and captions of the various subdivisions of
this Agreement are for convenience of reference only and shall in no way modify or affect or be
considered in construing or interpreting the meaning or construction of any of the terms or
provisions hereof.
12
10.10
Reliance
.
The parties hereto agree that notwithstanding any right of any party
to this Agreement to investigate the affairs of any other party to this Agreement, the party having
such right to investigate shall have the right to rely fully upon the representations and
warranties of the other party expressly contained herein, whether or not such investigation was
conducted.
10.11
Fees and Expenses.
Costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be borne and paid as follows:
10.11.1
All documentary stamp or transfer taxes and fees and recording fees relating to the
purchase of the Assets shall be borne and paid by Seller, and all sales use or similar taxes, if
any, relating to the purchase of the Assets shall be paid by the Buyer.
10.11.2
The Seller shall have paid all required state unemployment taxes through the date of
Closing.
10.11.3
Except as otherwise specifically provided in this Agreement, each party shall bear its
own costs and expenses arising out of the negotiation, execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated herein including, without
limitation, legal and accounting fees and expenses, whether or not the transactions contemplated
hereby are consummated.
10.12
Counterparts
.
This Agreement may be executed in one or more counterparts and by
different parties hereto on separate counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same instrument.
10.13
Representation.
Avansino, Melarkey, Knobel, Mulligan & McKenzie (the Law
Firm) has prepared this document on behalf of and has represented the Seller and does not
represent Buyer with respect to this document or any agreement between the Seller and Buyer. The
Law Firm advises Buyer to consult with its own independent legal counsel and tax advisors as to the
matters of this Agreement. The Law firm has made no representations to Buyer as to the federal or
state tax consequences of the transactions contemplated under this Agreement.
10.14
Arbitration
.
Any controversy or claim arising out of or relating to
this Agreement or the making, performance or interpretation thereof shall be settled by arbitration
pursuant to JAMS, Streamlined Arbitration Rules, using a single arbitrator in Reno, Nevada and
judgment on the arbitration award may be entered in any court having jurisdiction over the subject
matter of the controversy. In connection with any such arbitration, each Party shall bear the cost
of its own counsel, and all other costs associated with the arbitration shall be borne as awarded
by the arbitrator. Neither Party shall have the right to discovery in connection with such
arbitration except as otherwise agreed by the Parties or as determined by the arbitrator in light
of the circumstances of the case. In any arbitration, the arbitrator shall be bound by the terms
of this Agreement and applicable provisions of law. The cost of any verbatim transcript of the
arbitration proceedings shall be borne by the Party requesting the same or if requested by both
Parties shall be divided equally. Transcripts of arbitration proceedings shall be made available
to the Party or Parties requesting verbatim transcripts and to the arbitrator.
13
IN WITNESS WHEREOF the Buyer and the Seller have executed this Agreement all as of the
Effective Date.
|
|
|
|
|
|
|
|
|
BUYER:
|
|
SELLER:
|
|
|
|
|
|
|
|
|
|
|
|
GAMING ENTERTAINMENT (NEVADA),
|
|
HCC CORPORATION, a Nevada corporation,
|
|
|
A Nevada Limited Liability Company
|
|
d/b/a GRAND LODGE CASINO
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Mark J. Miller
|
|
By:
|
|
/s/ Peter M. Liguori
|
|
|
|
|
|
|
|
|
|
|
|
Its:
|
|
Manager
|
|
Its:
|
|
President
|
|
|
14
SCHEDULE A
Gaming and Tangible Personal Property
1.
|
|
Fair market value in-place and in-use appraisal, dated April 29, 2011 Value of
assets $599,580 as of March 23, 2011 (previously provided to buyer).
|
2.
|
|
Additions since appraisal, effective date of March 23, 2011 through May 31, 2011 is
$50,532.99 (see attached Capital Expenditure Monthly Report as of May 31, 2011 Exhibit
A-1).
|
3.
|
|
Retirements, trade-ins, sale or deletion of assets included in items 1 or 2 above as of
May 31, 2011 is 0.
|
15
EXHIBIT A
Capital Equipment
Appraisers Note:
The furniture, fixtures and equipment (FF&E) of the Hyatt Grand Lodge
Casino, NV 89119, appraised and viewed, appears to be in mainly Good Condition, except as noted,
and shows good maintenance and care. While most of the FF&E is older, it has been well maintained
(except as noted) and in good repair/condition.
Appraisers Note:
As a large number of items in this appraisal are electronic (slots, computers,
servers, IT systems, printers, televisions, monitors, surveillance equipment, cameras, phone
system, etc.) it is important to understand that nearly all electronic-based equipment will tend to
be out-dated in a relatively short period of time. While the equipment will still be very useable
and perform as intended, the pace of improvements in new equipment is very fast and tends to be
less costly than the previous model or generation. Thus, the Fair Market Value (FMV) of many
electronics drops sharply after six to twelve months. Electronics that are more than one or two
years old are often relatively obsolete, even though their useful life may be many years, and the
FMV may only be a small percentage of the original cost.
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|
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|
|
|
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|
|
Model/
|
|
|
|
Year/
|
|
|
|
|
|
Estimated Fair
|
|
Item #
|
|
Type
|
|
Manufacturer
|
|
Description
|
|
Serial/ VIN No.
|
|
Age
|
|
Condition
|
|
Comment
|
|
Market Value
|
|
|
|
|
|
|
|
|
|
Item 1 Pic 11
|
|
Poker Tables
|
|
|
|
Very good quality
|
|
|
|
N/A
|
|
Good
|
|
Four @ $1000 Includes cover, tray and chips
|
|
$
|
4000
|
|
Item 2 Pic 13
|
|
Podium
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
70
|
|
Item 3 Pic 14-162
|
|
Small Round Wood Tables
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
Two @ $50
|
|
$
|
100
|
|
Item 4 Pic 15-46-90-168
|
|
Card/Chip Storage Cabinet
|
|
|
|
Very well built
|
|
|
|
N/A
|
|
Good
|
|
Five @ $200
|
|
$
|
1000
|
|
Item 5 Pic 16
|
|
Beverage Bar
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
300
|
|
Item 6 Pic 18-19
|
|
LCD Screens
|
|
4 Toshiba, 1 Vizio, 1 N/A
|
|
|
|
|
|
N/A
|
|
Good
|
|
Six @ $350
|
|
$
|
2100
|
|
Item 7 Pic 20
|
|
Literature Rack
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
125
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Model/
|
|
|
|
Year/
|
|
|
|
|
|
Estimated Fair
|
|
Item #
|
|
Type
|
|
Manufacturer
|
|
Description
|
|
Serial/ VIN No.
|
|
Age
|
|
Condition
|
|
Comment
|
|
Market Value
|
|
|
|
|
|
|
|
|
|
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Item 8 Pic 21
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Table & Four Chair Set
|
|
|
|
|
|
|
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N/A
|
|
Good
|
|
Rough wood style
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|
$
|
250
|
|
Item 9 Pic 22
|
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24 Chairs
|
|
|
|
Wrap-around style Upholstered
|
|
|
|
N/A
|
|
Good
|
|
105 @ $60
|
|
$
|
6300
|
|
Item 10 Pic 23
|
|
24 Chairs
|
|
|
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Straight back style Upholstered
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|
|
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N/A
|
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Good
|
|
93 @ $50
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|
$
|
4650
|
|
Item 11 Pic 24
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19 Chairs
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|
|
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Wrap around style Upholstered
|
|
|
|
N/A
|
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Good
|
|
56 @ $50
|
|
$
|
2800
|
|
Item 12 Pic 25
|
|
19 Chairs
|
|
|
|
Straight back style Upholstered
|
|
|
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N/A
|
|
Good
|
|
46 @ $40
|
|
$
|
1840
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|
Item 13 Pic 26-44
|
|
Black Jack Tables
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|
|
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H - Style. Very heavy duty
|
|
|
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N/A
|
|
Good
|
|
18 (3 in storage) @ $700. Quality
|
|
$
|
12,600
|
|
|
Appraisers Note: These B-J
tables are older but of good quality. If the casino operation were to be sold there would be an expense to change the layouts to reflect the new ownership name, possibly $200 - $300 per table. FMV includes tray and signage but NOT shufflers.
|
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Item 14 Pic 27-28
|
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Roulette Tables
|
|
|
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Good quality tables
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|
|
|
N/A
|
|
Good
|
|
Two tables. Includes roulette wheel
and electronic read out.
|
|
$
|
17,000
|
|
|
Appraisers Note: These roulette tables are older but of good quality. If the casino operation were to be sold there would be an expense to change the layouts to reflect the new ownership name, possibly $200 - $300 per table. An electronic board can cost $18,000.
|
|
Item 15 Pic 29-30
|
|
Automatic Shufflers
|
|
ShuffleMaster
|
|
|
|
|
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N/A
|
|
Good
|
|
Seven @ $5500. Up to 10 decks handled
|
|
$
|
38,500
|
|
|
Appraisers Note: ShuffleMaster is the preferred shuffler in the industry. For many years the company would not sell its products but required them to be leased. Several years ago the company was selling their products. However, unless the casino has a qualified technician a service contract with ShuffleMaster would probably be necessary. The market is very tight on used ShuffleMaster shufflers.
|
|
Item 16 Pic 31
|
|
Pit Podiums
|
|
|
|
|
|
|
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N/A
|
|
Good
|
|
Three @ $400
|
|
$
|
1200
|
|
Item 17 Pic 33-52-93-94-117-150
|
|
Printers
|
|
Lexmark
|
|
Pin-Fed
|
|
|
|
N/A
|
|
Good
|
|
Eight @ $85. Specialized use. Limited market.
|
|
$
|
680
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Model
|
|
|
|
Year/
|
|
|
|
|
|
Estimated Fair
|
|
Item #
|
|
Type
|
|
Manufacturer
|
|
Description
|
|
Serial/ VIN No.
|
|
Age
|
|
Condition
|
|
Comment
|
|
Market Value
|
|
|
|
|
|
|
|
|
|
Item 18 Pic 34-51
|
|
Card Embossers
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
Four @ $350
|
|
$
|
1400
|
|
Item 19 Pic 34
|
|
Time Stamp
|
|
Latham
|
|
|
|
|
|
N/A
|
|
Good
|
|
Three @ $125
|
|
$
|
375
|
|
Item 20 Pic 35
|
|
LCD TVs
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
Four @ $350
|
|
$
|
1400
|
|
Item 21 Pic 36
|
|
LCD TVs
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
Two @ $350
|
|
$
|
700
|
|
Item 22 Pic 36
|
|
Digital Signage
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
200
|
|
Item 23 Pic 37
|
|
Digital Signage
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
200
|
|
Item 24 Pic 42
|
|
Bill Changer/Ticket Redemption
|
|
CasinoXchange
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
6500
|
|
Item 25 Pic 43
|
|
Dice Tables
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
Two @ $2000
|
|
$
|
4000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Appraisers Note: These dice tables are older but of good quality. If the casino operation were to be sold there would be an expense to change the layouts to reflect the new ownership name, possibly $300 - $400 per table.
|
|
Item 26 Pic 45
|
|
Automatic Saufflers
|
|
ShufffleMaster
|
|
MD2
|
|
|
|
N/A
|
|
Good
|
|
6 @ $4000 One to two decks
|
|
$
|
24000
|
|
Item 27 Pic 48
|
|
Digital Signage
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
200
|
|
Item 28 Pic 50-91
|
|
AIO Printer
|
|
HP
|
|
|
|
|
|
N/A
|
|
Good
|
|
Two @ $25 Electronics
|
|
$
|
50
|
|
Item 29 Pic 53
|
|
PC w/Flat Monitors
|
|
Various
|
|
|
|
|
|
N/A
|
|
Good
|
|
33 @ $120 Electronics
|
|
$
|
3960
|
|
Item 30 Pic 56
|
|
Metal Shelving
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
1-6 and 1 4 Each $25
|
|
$
|
50
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Model/
|
|
|
|
Year/
|
|
|
|
|
|
Estimated Fair
|
|
Item #
|
|
Type
|
|
Manufacturer
|
|
Description
|
|
Serial/ VIN No.
|
|
Age
|
|
Condition
|
|
Comment
|
|
Market Value
|
|
|
|
|
|
|
|
|
|
Item 31 Pic 49-57-75-123-131-133-134-135-144-158-184-196-197-
|
|
Various Chairs. Mainly
Secretary-type
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
17 @ $35
Very large quantity of good used chairs available
|
|
$
|
595
|
|
Item 32 Pic 70-80-83-101-127-151-155-158-159-164-184-185-203-209-
|
|
Various Chairs. Desk and Executive-type
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
15 @ $65
|
|
$
|
975
|
|
Item 33 Pic 58
|
|
Hydraulic Slot Track
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
325
|
|
Item 34 Pic 59
|
|
Slot Dolly
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
125
|
|
Item 35 Pic 60
|
|
Dolly
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
86
|
|
Item 36 Pic 61
|
|
Small Ladder
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
15
|
|
Item 37 Pic 62
|
|
Hand-Dollies
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
Two @ $20
|
|
$
|
40
|
|
Item 38 Pic 55
|
|
Metal Storage cabinets
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
Two @ $60
|
|
$
|
120
|
|
Item 39 Pic 63
|
|
SDCU Rack
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
85
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Model/
|
|
|
|
Year/
|
|
|
|
|
|
Estimated Fair
|
|
Item #
|
|
Type
|
|
Manufacturer
|
|
Description
|
|
Serial/ VIN No.
|
|
Age
|
|
Condition
|
|
Comment
|
|
Market Value
|
|
|
|
|
|
|
|
|
|
Item 40 Pic 63-64
|
|
SDCUs
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
16 @ $200
|
|
$
|
3200
|
|
Item 41 Pic 66
|
|
File Cabinet
|
|
|
|
3-Drawer
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
85
|
|
Item 42 Pic 67-105-1219-135-210
|
|
AIO Printer
|
|
HP
|
|
All-In-One
|
|
|
|
N/A
|
|
Good
|
|
Five @ $90
|
|
$
|
450
|
|
Item 43 Pic 69
|
|
Metal Hanging Book Case
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
100
|
|
Item 44 Pic 70
|
|
Corner Desk
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
170
|
|
Item 45
Pic 72-96-115-121-135-196-197-199-
206-
|
|
Calculators
|
|
Monroe
|
|
|
|
|
|
N/A
|
|
Good
|
|
13 @ $20
|
|
$
|
260
|
|
Item 46 Pic 73
|
|
Safety Storage
|
|
|
|
Heavy duty hazardous storage
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
250
|
|
Item 47 Pic 74
|
|
Compressor
|
|
|
|
Small portable
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
50
|
|
Item 48 Pic 76
|
|
Fastener Case w/Small Fasteners
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
100
|
|
Item 49 Pic 77
|
|
Bench Grinder
|
|
Dayton
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
80
|
|
Item 50 Pic 78
|
|
Work Bench, Parts, Tools, etc.
|
|
|
|
The parts and tools of the shop
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
400
|
|
Item 51 Pic 79
|
|
Drill Press
|
|
Craftsman
|
|
15
1
/
2
Inch
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
160
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Model/
|
|
|
|
Year/
|
|
|
|
|
|
Estimated Fair
|
|
Item #
|
|
Type
|
|
Manufacturer
|
|
Description
|
|
Serial/ VIN No.
|
|
Age
|
|
Condition
|
|
Comment
|
|
Market Value
|
|
|
|
|
|
|
|
|
|
Item 52 Pic 81-81
|
|
Wheel Chairs
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
Two @ $135
|
|
$
|
270
|
|
Item 53 Pic 83
|
|
Corner Desk
|
|
|
|
Security Office
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
50
|
|
Item 54 Pic 84
|
|
Metal Cabinet
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
25
|
|
Item 55 Pic 85
|
|
File Cabinet
|
|
|
|
4-Drawer Legal File, security office
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
100
|
|
Item 56 Pic 86-89
|
|
Free-Standing Desk Cubicle
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
Very good quality
|
|
$
|
1200
|
|
Item 57 Pic 97
|
|
Slot Desk/Cubicle
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
Very good quality
|
|
$
|
1500
|
|
Item 58 Pic 96
|
|
Defibulator
|
|
Zoll
|
|
AEC Plus
|
|
|
|
Older
|
|
Good
|
|
|
|
$
|
160
|
|
Item 59 Pic 99-112-124-145-152-
|
|
Laser Printer
|
|
HP
|
|
|
|
|
|
N/A
|
|
Good
|
|
Five @ $135
|
|
$
|
775
|
|
Item 60 Pic 100-101
|
|
Corner Desk w/Two Hutches
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
400
|
|
Item 61 Pic 104
|
|
Typewriter
|
|
Brother
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
20
|
|
Item 62 Pic 106
|
|
Lateral File
|
|
2-Drawer
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
100
|
|
Item 63 Pic 107
|
|
Scanner
|
|
Canon
|
|
CD-4050
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
125
|
|
Item 64 Pie 108
|
|
Scanner
|
|
Cummins
|
|
Image Formula Scanfont 300P
|
|
|
|
Older
|
|
Good
|
|
|
|
$
|
75
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Model/
|
|
|
|
Year/
|
|
|
|
|
|
Estimated Fair
|
|
Item #
|
|
Type
|
|
Manufacturer
|
|
Description
|
|
Serial/ VIN No.
|
|
Age
|
|
Condition
|
|
Comment
|
|
Market Value
|
|
|
|
|
|
|
|
|
|
Item 65 Pic 109
|
|
Shredder
|
|
Fellows
|
|
S8-85C
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
25
|
|
Item 66 Pic 110
|
|
Bill Counter
|
|
Cummins
|
|
Jet Scan
|
|
|
|
N/A
|
|
Good
|
|
Double Trays
|
|
$
|
1200
|
|
Item 67 Pic 111
|
|
Coin Sorter
|
|
Cummins
|
|
Jet Sort
|
|
|
|
N/A
|
|
Older
|
|
|
|
$
|
350
|
|
Item 69 Pic 113
|
|
Credit Card Machine
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
100
|
|
Item 70 Pic 113
|
|
Time Stamp
|
|
Rapidprint
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
40
|
|
Item 71 Pic 116
|
|
Bill Counter
|
|
Cummins
|
|
Jet Scan
|
|
|
|
N/A
|
|
Good
|
|
Single Tray
|
|
$
|
500
|
|
Item 72 Pic 119
|
|
Ticket Dispenser
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
110
|
|
Item 73 Pic 120-121
|
|
Desk w/Overhead
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
200
|
|
Item 74 Pic 122
|
|
Lateral file
|
|
|
|
2-Drawer
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
100
|
|
Item 75 Pic 125-131
|
|
Lateral File
|
|
|
|
4-Drawer
|
|
|
|
N/A
|
|
Good
|
|
Three @ $160
|
|
$
|
480
|
|
Item 76 Pic 128
|
|
Desk w/Credenza
|
|
|
|
Good quality wood
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
750
|
|
Item 77 Pic 130
|
|
Shredder
|
|
Fellowes
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
25
|
|
Item 78 Pic 132
|
|
Plasma TV
|
|
NEC
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
350
|
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Model/
|
|
|
|
Year/
|
|
|
|
|
|
Estimated Fair
|
|
Item #
|
|
Type
|
|
Manufacturer
|
|
Description
|
|
Serial/ VIN No.
|
|
Age
|
|
Condition
|
|
Comment
|
|
Market Value
|
|
|
|
|
|
|
|
|
|
Item 79 Pic 133
|
|
Bookcase
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
160
|
|
Item 80 Pic 134-135
|
|
Desk
|
|
|
|
Desk w/Leg and overhanging bookcase
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
250
|
|
Item 81 Pic 138
|
|
File Cabinet
|
|
|
|
3-Drawer
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
85
|
|
Item 82 Pic 139
|
|
Data Card Machine
|
|
Ultragrafix
|
|
285
|
|
|
|
N/A
|
|
Poor
|
|
Not in good working order
|
|
Scrap
|
Item 83 Pic 139
|
|
Metal Storage Cabinets
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
Two @ $80
|
|
$
|
160
|
|
Item 84 Pic 140
|
|
Hanging Storage
|
|
|
|
Metal
|
|
|
|
N/A
|
|
Good
|
|
Two @ $45
|
|
$
|
90
|
|
Item 85 Pic 141-161-163-194-201-202
|
|
Lateral Files
|
|
|
|
4-Drawer
|
|
|
|
N/A
|
|
Good
|
|
Six @ $160
|
|
$
|
960
|
|
Item 86 Pic 142
|
|
Automatic Shuffler
|
|
ShuffleMaster
|
|
Carnival Game Shuffler
|
|
|
|
N/A
|
|
Good
|
|
3 @ $5000
|
|
$
|
15,000
|
|
Item 87 Pic 143
|
|
Kitchen
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
Microwave $35 Small Frig $25 Coffee maker and Water Heater $10
|
|
$
|
70
|
|
Item 88 Pic 143
|
|
Table
|
|
|
|
|
|
|
|
N/A
|
|
Fair
|
|
|
|
$
|
20
|
|
Item 89 Pic 144
|
|
Corner Desk Cubicles
|
|
|
|
W/Hanging Bookcase and under desk storage
|
|
|
|
N/A
|
|
Good
|
|
Three @ $350
|
|
$
|
1050
|
|
Item 90 Pic 140
|
|
Automatic Shufflers
|
|
ShuffleMaster
|
|
MD1
|
|
|
|
N/A
|
|
Good
|
|
Two @ $4000
|
|
$
|
8000
|
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Model/
|
|
|
|
Year/
|
|
|
|
|
|
Estimated Fair
|
|
Item #
|
|
Type
|
|
Manufacturer
|
|
Description
|
|
Serial/ VIN No.
|
|
Age
|
|
Condition
|
|
Comment
|
|
Market Value
|
|
|
|
|
|
|
|
|
|
Item 91 Pic 145
|
|
Laser Printer
|
|
HP
|
|
3015
|
|
|
|
Older
|
|
Fair
|
|
|
|
$
|
65
|
|
Item 92 Pic 146
|
|
Metal Cabinet
|
|
|
|
Large 2-door upright
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
125
|
|
Item 93 Pic 147
|
|
Lounge Chairs
|
|
|
|
Leather VIP Office
|
|
|
|
N/A
|
|
Good
|
|
Two @ $200
|
|
$
|
400
|
|
Item 94 Pic 148
|
|
Desk w/Credenza
|
|
|
|
High Quality VIP Office
|
|
|
|
N/A
|
|
Good
|
|
Two @ $650
|
|
$
|
1300
|
|
Item 95 Pic 149
|
|
Hanging Storage Cabinet
|
|
|
|
High Quality VIP Office
|
|
|
|
N/A
|
|
Good
|
|
Two @ $175
|
|
$
|
350
|
|
Item 96 Pic 149
|
|
LCD TV
|
|
Vizio
|
|
VIP Office
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
350
|
|
Item 97 Pic 153
|
|
Lateral File
|
|
|
|
Good quality wood. 2-Drawer. Marketing Ofc.
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
180
|
|
Item 98 Pic 153
|
|
File Cabinet
|
|
|
|
Good quality wood. 2-Drawer. Marketing Ofc.
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
100
|
|
Item 99 Pic 154-155-157
|
|
Desk w/Credenza and Hutch
|
|
|
|
Good quality wood. 2-Drawer. Marketing Ofc.
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
700
|
|
Item 100 Pic 156-205
|
|
Side Chairs
|
|
|
|
Good quality wood. 2-Drawer. Marketing Ofc.
|
|
|
|
N/A
|
|
Good
|
|
Four @ $
|
|
$
|
130
|
|
Item 101 Pic 158-159-169
|
|
Cubicles
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
Five @ $
|
|
$
|
1750
|
|
Item 102 Pic 161
|
|
Metal Storage Cabinet
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
40
|
|
Item 103 Pic 162
|
|
Chairs
|
|
|
|
Good Quality, used as side chairs
|
|
|
|
N/A
|
|
Good
|
|
Two @ $
|
|
$
|
150
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Model/
|
|
|
|
Year/
|
|
|
|
|
|
Estimated Fair
|
|
Item #
|
|
Type
|
|
Manufacturer
|
|
Description
|
|
Serial/ VIN No.
|
|
Age
|
|
Condition
|
|
Comment
|
|
Market Value
|
|
|
|
|
|
|
|
|
|
Item 104 Pic 165
|
|
Roulette Chips
|
|
|
|
Extras /replacements
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
150
|
|
Item 105 Pic 165
|
|
Metal Shelving
|
|
|
|
Heavy Duty 6
|
|
|
|
N/A
|
|
Good
|
|
Three @ $40
|
|
$
|
120
|
|
Item 106 Pic 167
|
|
Slot Dolly
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
175
|
|
|
|
|
|
|
|
|
|
Appraisers Note: The
following items, Item numbers 107 through 131, are all surveillance
equipment. It should be noted that this is a FMV In-Place In-Use Appraisal and therefore the items have a value when considered within the scope of this appraisal. Most of the surveillance equipment was purchased used. However, based on the age, condition and removal challenges, these items would have a much lesser value if offered for sale in Fair Market Value offering. Much of th
e existing equipment can be purchased new, with current technology, at less than what the purchase price used was (example: Vicon PTZ [pan, tilt zoom camera] is advertised currently new at $1556.00, the used price was $2100).
|
|
|
|
|
|
|
|
|
Item 107 Pic 183
|
|
Alarm
|
|
Vicon
|
|
Vicon Alarm Control Line Feed
|
|
|
|
Older
|
|
Good
|
|
|
|
$
|
400
|
|
Item 108
|
|
Alarm Control
|
|
Symplix
|
|
Symplix Panic Alarm Control
|
|
|
|
Older
|
|
Good
|
|
|
|
$
|
125
|
|
Item 109
|
|
Cameras
|
|
|
|
Fixed w/lens in casino
|
|
|
|
Most older
|
|
Fair to Good
|
|
80 Units are analog only. $50 ea. 20 Units are analog and digital, $100 ea.
|
|
$
|
6000
|
|
Item 110
|
|
Covert Cameras
|
|
|
|
Covert
|
|
|
|
N/A
|
|
Good
|
|
Two @ $175
|
|
$
|
350
|
|
Item 111 Pic 189
|
|
Central manager
|
|
Aventura
|
|
Aventura Centeral Manager
|
|
SuperMicro Server #5014C-T/B/1
|
|
Older
|
|
Good
|
|
|
|
$
|
7500
|
|
Item 112
|
|
Computers w/Screens
|
|
|
|
|
|
|
|
Older
|
|
Good
|
|
12 @ $100
|
|
$
|
1200
|
|
Item 113
|
|
Distribution Amplifiers
|
|
|
|
|
|
|
|
Older
|
|
N/A
|
|
13 @ $300
|
|
$
|
3900
|
|
Item 114 Pic 186
|
|
Control Desk W/Credenza
|
|
|
|
|
|
|
|
Older
|
|
Fair
|
|
|
|
$
|
2500
|
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Model/
|
|
|
|
Year/
|
|
|
|
|
|
Estimated Fair
|
|
Item #
|
|
Type
|
|
Manufacturer
|
|
Description
|
|
Serial/ VIN No.
|
|
Age
|
|
Condition
|
|
Comment
|
|
Market Value
|
|
|
|
|
|
|
|
|
|
Item 115 Pic 187
|
|
Desk
|
|
|
|
|
|
|
|
Older
|
|
Fair
|
|
|
|
$
|
125
|
|
Item 116 Pic 183
|
|
Control Lines
|
|
Vicon
|
|
Vicon V1400X Line Control
|
|
|
|
Older
|
|
Good
|
|
5 @ $200
|
|
$
|
1000
|
|
Item 117 Pic 189
|
|
Digital Recorders
|
|
Aventura
|
|
SuperMicro #P8SCT. 8TB storage H.264
|
|
|
|
Older
|
|
Good
|
|
9 @ $650
|
|
$
|
5400
|
|
Item 118 Pic 188
|
|
Digital recorder
|
|
Sanyo
|
|
Single Digital Recorder
|
|
|
|
Older
|
|
Good
|
|
2 @ $700
|
|
$
|
1400
|
|
Item 119
|
|
Digital Recorder
|
|
Sanyo
|
|
Quad Digital Recorders
|
|
|
|
Older
|
|
Good
|
|
2 @ $700
|
|
$
|
1400
|
|
Item 120 Pic 190
|
|
Key pads
|
|
Vicon
|
|
V1400X
|
|
|
|
Older
|
|
Good
|
|
7 @ $50
|
|
$
|
350
|
|
Item 121 Pic 183
|
|
Port
|
|
Logitec
|
|
Logitec 8-port VM
|
|
|
|
Older
|
|
Good
|
|
|
|
$
|
300
|
|
Item 122 Pic 183
|
|
Matrox
|
|
Vicon
|
|
Vicon Matrox Nova Power Series Matrix-66 Power plus version 0.1.5
|
|
|
|
Over 11 Years
|
|
Good
|
|
Current technology would be preferred by any potential buyer.
|
|
$
|
6500
|
|
Item 123 Pic 191
|
|
Monitors
|
|
|
|
Security Monitors
|
|
|
|
Older
|
|
Good
|
|
16 @ $50
|
|
$
|
800
|
|
Item 124 Pic 187
|
|
3 Com
|
|
|
|
3 Com
|
|
|
|
N/A
|
|
Good
|
|
2 @ $225
|
|
$
|
450
|
|
Item 125 Pic 191
|
|
Power Boxes
|
|
|
|
Power control distribution boxes
|
|
|
|
N/A
|
|
Older
|
|
10 @ $50
|
|
$
|
500
|
|
Item 126 Pic 193
|
|
Printer
|
|
HP
|
|
|
|
|
|
Older
|
|
Good
|
|
|
|
$
|
25
|
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Model/
|
|
|
|
Year/
|
|
|
|
|
|
Estimated Fair
|
|
Item #
|
|
Type
|
|
Manufacturer
|
|
Description
|
|
Serial/ VIN No.
|
|
Age
|
|
Condition
|
|
Comment
|
|
Market Value
|
|
|
|
|
|
|
|
|
|
Item 127
|
|
PTZ Camera
|
|
Vicon - 36, Pelco - 2
|
|
Pan, tilt, zoom cameras
|
|
|
|
N/A
|
|
Mostly Older
|
|
20 Analog, $300 ea. 18 Digital $1000 ea.
|
|
$
|
24,000
|
|
Item 128
|
|
Radio
|
|
Kenwood
|
|
|
|
|
|
N/A
|
|
Older
|
|
|
|
$
|
175
|
|
Item 129
|
|
Audio Converters
|
|
|
|
|
|
|
|
N/A
|
|
Older
|
|
3 @ $100
|
|
$
|
300
|
|
Item 130
|
|
UPS
|
|
BPI and M
|
|
1400 950W Power backup towers
|
|
|
|
N/A
|
|
Older
|
|
6 @ $250
|
|
$
|
1500
|
|
Item 131
|
|
UPS
|
|
Cyber Pro
|
|
1400W
|
|
|
|
N/A
|
|
Older
|
|
2 @ $400
|
|
$
|
800
|
|
Item 132 Pic 195
|
|
Digital Display Signage
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
200
|
|
Item 133 Pic 196
|
|
Shredder
|
|
|
|
Large business usage
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
75
|
|
Item 134 Pic 198
|
|
Metal Cabinet
|
|
|
|
Large Metal Cabinet
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
100
|
|
Item 135 Pic 200
|
|
Postage Machine
|
|
Pitney Bowes
|
|
All inclusive
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
150
|
|
Item l36 Pic 203
|
|
Desk w/Hutch
|
|
|
|
Good quality
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
700
|
|
Item 137 Pic 205
|
|
Lateral Files
|
|
|
|
Two 2-drawer lateral files
|
|
|
|
Older
|
|
Fair
|
|
Two @ $
|
|
$
|
150
|
|
Item 138 Pic 208-209-210-211
|
|
Executive Desk
|
|
|
|
Good quality w/leg
|
|
|
|
Older
|
|
Good
|
|
|
|
$
|
450
|
|
Item 139 Pic 208
|
|
Table
|
|
|
|
Wood
|
|
|
|
Older
|
|
Fair
|
|
|
|
$
|
75
|
|
27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Model/
|
|
|
|
Year/
|
|
|
|
|
|
Estimated Fair
|
|
Item #
|
|
Type
|
|
Manufacturer
|
|
Description
|
|
Serial/ VIN No.
|
|
Age
|
|
Condition
|
|
Comment
|
|
Market Value
|
|
|
|
|
|
|
|
|
|
Item 140 Pic 212
|
|
TV Cabinet
|
|
|
|
Wood
|
|
|
|
Older
|
|
Older
|
|
|
|
$
|
100
|
|
Item 141 Pic 212
|
|
Bookcase
|
|
|
|
Wood
|
|
|
|
Older
|
|
Good
|
|
6
|
|
$
|
100
|
|
Item 142 Pic 213-214
|
|
Side Chairs
|
|
|
|
Wood, upholstered
|
|
|
|
Older
|
|
Good
|
|
Two @ $50
|
|
$
|
100
|
|
Item 143 Pic 214
|
|
End Table
|
|
|
|
Good Quality
|
|
|
|
Older
|
|
Fair
|
|
|
|
$
|
50
|
|
Item 144 Pic
|
|
Cheques
|
|
|
|
High Quality
|
|
|
|
Older
|
|
Fair to Good
|
|
Approximately 35,000
|
|
$
|
31,500
|
|
|
|
|
|
|
|
|
|
Appraisers Note: Casino cheques can be generic or branded. The cheques of this casino are branded and high quality. The appraiser was not able to find a manufacturer who could duplicate this style and quality of cheques. A high quality cheque (Paulson) costs 90 to 95 cents each. If THIS casino were to be sold and operate under a new name the value of the existing cheques would be minimal, as they would necessarily need to be replaced.
Nevada Gaming Law requires a casino that is no longer going to use a cheque, or cheques, to advertise to the public that it will redeem outstanding cheques. The company must allow a reasonable time and have reserves to honor cheque redemption. Thus, if THIS casino were to be sold or operated under another name, the value of the cheques would be ZERO, and, of course, the new operator would have to purchase new cheques. If the casino was to change owners and/or operators the existing cheques
may, or may not, have a collectable value at some point in time.
|
|
|
|
|
|
|
|
|
Item 145 Pic 216
|
|
Security Key Box
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
900
|
|
Item 146 Pic 216
|
|
Security System
|
|
|
|
BioMetric
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
3500
|
|
Item 147 Pic 217
|
|
Cabinet
|
|
|
|
Cabinet for drop boxes
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
150
|
|
Item 148 Pic 222
|
|
Drop Boxes
|
|
|
|
Drop boxes for table games
|
|
|
|
N/A
|
|
Good
|
|
48 @ $40
|
|
$
|
1920
|
|
Item 149 Pic 216
|
|
Transport Cart
|
|
|
|
Cart to transport drop boxes
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
350
|
|
Item 150 Pic 219
|
|
Cabinet
|
|
|
|
Cabinet for cash boxes (slots)
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
200
|
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Model/
|
|
|
|
Year/
|
|
|
|
|
|
Estimated Fair
|
|
Item #
|
|
Type
|
|
Manufacturer
|
|
Description
|
|
Serial/ VIN No.
|
|
Age
|
|
Condition
|
|
Comment
|
|
Market Value
|
|
|
|
|
|
|
|
|
|
Item 151
|
|
Cash Boxes
|
|
|
|
Cash boxes for slots
|
|
|
|
N/A
|
|
Good
|
|
518 @ $60
|
|
$
|
31,080
|
|
Item 152 Pic 220
|
|
Coin Sorter
|
|
Cummins
|
|
Cummins Jet Scan
|
|
|
|
Older
|
|
Good
|
|
Great machine ... little demand
|
|
$
|
3000
|
|
Item 153 Pic 220
|
|
Bill Counter
|
|
Cummins
|
|
|
|
|
|
N/A
|
|
Good
|
|
Single Tray
|
|
$
|
350
|
|
Item 154 Pic 220
|
|
Table
|
|
|
|
HD Table
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
125
|
|
Item 155 Pic 223
|
|
Digital Signage
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
|
|
$
|
200
|
|
Item 156 Pic 224-225
|
|
Chairs
|
|
|
|
These chairs are a combination of extra chairs and damaged chairs
|
|
|
|
Older
|
|
Fair to Poor
|
|
70 @ $10
|
|
$
|
700
|
|
Item 157 Pic 226-227
|
|
Slots
|
|
IGT
|
|
$2000
|
|
|
|
Older
|
|
Fair
|
|
Used for tournament play. No TITO. Eight @ $300
|
|
$
|
2400
|
|
Item 158 Pic 229
|
|
Underlayment
|
|
|
|
|
|
|
|
N/A
|
|
Good
|
|
Underlayment for table games. Partial roll.
|
|
$
|
150
|
|
Item 159 Pic 232
|
|
Coin sorter
|
|
Cummins
|
|
Jet Sort
|
|
|
|
Older
|
|
Fair
|
|
Older and smaller unit
|
|
$
|
150
|
|
Item 160 Pic 233
|
|
Big Six Table
|
|
|
|
|
|
|
|
Older
|
|
Fair
|
|
Big Six game
|
|
$
|
350
|
|
Item 161
|
|
Slot Machine
|
|
IGT
|
|
Bally EM
|
|
|
|
Older
|
|
N/A
|
|
In storage
|
|
$
|
300
|
|
|
|
|
|
|
|
|
|
Appraisers Note: The
following items from Item 162 to 196 are slot machines. Slot
machines are of various models. Each company determines the games
available and has patent rights to their games. Used slots are
readily available at reasonable prices for older models. Newer models
are available
and, depending upon their popularity, are priced accordingly. IGTs GameKing has remained a very popular model for many years and still holds its value well even if it as much as 10 years old. The national economy has had a very negative effect on the Gaming Industry and gaming companies have curtailed new purchases dramatically. Some of the pictures attached to this appraisal are of very similar models listed but may not be from the Grand Lodge Casino and are meant to give the
reader a reliable example of the model listed. Values include slot stands when applicable.
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Model/
|
|
|
|
Year/
|
|
|
|
|
|
Estimated Fair
|
|
Item #
|
|
Type
|
|
Manufacturer
|
|
Description
|
|
Serial/ VIN No.
|
|
Age
|
|
Condition
|
|
Comment
|
|
Market Value
|
|
|
|
|
|
|
|
|
|
Item 162 Pic A-1
|
|
Slot
|
|
Aristocrat
|
|
MAV500, MKV1
|
|
|
|
2006
|
|
Good
|
|
Three @ $800
|
|
$
|
2400
|
|
Item 163 Pic A-1
|
|
Slot
|
|
Aristocrat
|
|
MAV500
|
|
|
|
2005
|
|
Good
|
|
Four @ $800
|
|
$
|
3200
|
|
Item 164 Pic 1-2-182
|
|
Slot
|
|
Aristocrat
|
|
Viridian
|
|
|
|
2009
|
|
Good
|
|
Three @ $2100
|
|
$
|
6300
|
|
Item 165 Pic A-2
|
|
Slot
|
|
Atronic
|
|
Cashline
|
|
|
|
2004
|
|
Good
|
|
Three @ $700
|
|
$
|
2100
|
|
Item 166 Pic 169-170
|
|
Slot
|
|
Bally
|
|
GameMaker C9-l
|
|
|
|
2006
|
|
Good
|
|
Four @ $1500
|
|
$
|
6000
|
|
Item 167 Pic 171
|
|
Slot
|
|
Bally
|
|
S9000C
|
|
|
|
2008
|
|
Good
|
|
Three @ $1650
|
|
$
|
4950
|
|
Item 168 Pic A-3
|
|
Slot
|
|
Bally
|
|
M9000
|
|
|
|
2005
|
|
Good
|
|
Four @ $950
|
|
$
|
3800
|
|
Item 169 Pic
|
|
Slot
|
|
Bally
|
|
S9000
|
|
|
|
2006
|
|
Good
|
|
Three @ $900
|
|
$
|
2700
|
|
Item 170 Pic 172
|
|
Slot
|
|
Bally
|
|
V32
|
|
|
|
2010
|
|
Good
|
|
Four @ $2250
|
|
$
|
9000
|
|
Item 171 Pic A-5
|
|
Slot
|
|
IGT
|
|
Game King
|
|
|
|
2005
|
|
Good
|
|
Two @ $1400
|
|
$
|
2800
|
|
Item 172 Pic A-5
|
|
Slot
|
|
IGT
|
|
Game King
|
|
|
|
2004
|
|
Good
|
|
35 @ $1350
|
|
$
|
47,250
|
|
Item 173 Pic A-5
|
|
Slot
|
|
IGT
|
|
Game King
|
|
|
|
2002
|
|
Good
|
|
8 @ $1250
|
|
$
|
10,000
|
|
Item 174 Pic A-5
|
|
Slot
|
|
IGT
|
|
Game King
|
|
|
|
2001
|
|
Good
|
|
12 @ $1200
|
|
$
|
14,400
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Model/
|
|
|
|
Year/
|
|
|
|
|
|
Estimated Fair
|
|
Item #
|
|
Type
|
|
Manufacturer
|
|
Description
|
|
Serial/ VIN No.
|
|
Age
|
|
Condition
|
|
Comment
|
|
Market Value
|
|
|
|
|
|
|
|
|
|
Item 175 Pic A-5
|
|
Slot
|
|
IGT
|
|
Game King
|
|
|
|
2000
|
|
Good
|
|
9 @ $1000
|
|
$
|
9000
|
|
Item 176 Pic A-5
|
|
Slot
|
|
IGT
|
|
Game King
|
|
|
|
1999
|
|
Good
|
|
12 @ $900
|
|
$
|
10,800
|
|
Item 177 Pic A-5
|
|
Slot
|
|
IGT
|
|
Game King
|
|
|
|
1998
|
|
Good
|
|
10 @ $850
|
|
$
|
8,500
|
|
Item 178 Pic 181
|
|
Slot
|
|
IGT
|
|
S2000
|
|
|
|
2007
|
|
Good
|
|
4 @ $950
|
|
$
|
3,800
|
|
Item 179
|
|
Slot
|
|
IGT
|
|
S2000
|
|
|
|
2004
|
|
Good
|
|
35 @ $800
|
|
$
|
28,000
|
|
Item 180
|
|
Slot
|
|
IGT
|
|
S2000
|
|
|
|
2002
|
|
Good
|
|
3 @ $750
|
|
$
|
2,250
|
|
Item 181
|
|
Slot
|
|
IGT
|
|
S2000
|
|
|
|
2001
|
|
Good
|
|
|
|
$
|
750
|
|
Item 182
|
|
Slot
|
|
IGT
|
|
S2000
|
|
|
|
2000
|
|
Good
|
|
3 @ $700
|
|
$
|
2100
|
|
Item 183
|
|
Slot
|
|
IGT
|
|
Game King Bar
|
|
|
|
2004
|
|
Good
|
|
31 @ $800
|
|
$
|
24,800
|
|
Item 184
|
|
Slot
|
|
IGT
|
|
Game King Bar
|
|
|
|
2002
|
|
Good
|
|
4 @ $800
|
|
$
|
3200
|
|
Item 185 Pic 174
|
|
Slot
|
|
IGT
|
|
Trimline AVD
|
|
|
|
2007
|
|
Good
|
|
5 @ $1600
|
|
$
|
8000
|
|
Item l86 Pic 177
|
|
Slot
|
|
IGT
|
|
AVP Slant
|
|
|
|
2009
|
|
Good
|
|
2 @ $1900
|
|
$
|
3800
|
|
Item 187
|
|
Slot
|
|
IGT
|
|
AW Slant
|
|
|
|
2008
|
|
Good
|
|
4 @ $1900
|
|
$
|
7600
|
|
31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Model/
|
|
|
|
Year/
|
|
|
|
|
|
Estimated Fair
|
|
Item #
|
|
Type
|
|
Manufacturer
|
|
Description
|
|
Serial/ VIN No.
|
|
Age
|
|
Condition
|
|
Comment
|
|
Market Value
|
|
|
|
|
|
|
|
|
|
Item 188 Pic 173
|
|
Slot
|
|
IGT
|
|
SMLD, S-AVP
|
|
|
|
2009
|
|
Good
|
|
3 @ $1900
|
|
$
|
5700
|
|
Item 189
|
|
Slot
|
|
Konami
|
|
Advantage
|
|
|
|
2004
|
|
Good
|
|
3 @ $850
|
|
$
|
2550
|
|
Item 190 Pic 178
|
|
Slot
|
|
Konami
|
|
Advantage +
|
|
|
|
2007
|
|
Good
|
|
3 @ $1100
|
|
$
|
3300
|
|
Item 191 Pic 175
|
|
Slot
|
|
Konami
|
|
K2V 2.0
|
|
|
|
2009
|
|
Good
|
|
6 @ $1350
|
|
$
|
8100
|
|
Item 192 Pic 179
|
|
Slot
|
|
Konami
|
|
KGP 2.0
|
|
|
|
2009
|
|
Good
|
|
2 @ $1000
|
|
$
|
2000
|
|
Item 193
|
|
Slot
|
|
WMS
|
|
BBS Slant
|
|
|
|
2005
|
|
Good
|
|
4 @ $850
|
|
$
|
3400
|
|
Item 194
|
|
Slot
|
|
WMS
|
|
BBU Upright
|
|
|
|
2005
|
|
Good
|
|
4 @ $850
|
|
$
|
3400
|
|
Item 195
|
|
Slot
|
|
WMS
|
|
BBU Upright
|
|
|
|
2004
|
|
Good
|
|
2
@
$850
|
|
$
|
1700
|
|
Item 196 Pic 176
|
|
Slot
|
|
WMS
|
|
BBU2
|
|
|
|
2010
|
|
Good
|
|
4 @ $2500
|
|
$
|
10,000
|
|
|
|
|
|
|
|
|
|
Appraisers Note: The appraiser would like to re-emphasize that this is a Fair Market Value In-Place In-Use valuation as opposed to a Fair Market Value appraisal. This is especially important regarding the values established for the slot machines. There is a real additional value for a piece of equipment that is in-place and in-use as opposed to having that same item placed on the market for sale. In this case there is currently a glut of slot
machines on the market. Thus, if these items were to be offered for
sale NOT in-place and in-use the values would be substantially less,
perhaps 25% to
as much as 50% less (on older and/or dated machines/electronics) than the Fair Market Value In-Place In-Use values.
|
|
|
|
|
|
|
|
|
Item 197 Pic 221
|
|
Safe
|
|
Sentry
|
|
Small safe
|
|
|
|
Newer
|
|
Good
|
|
|
|
$
|
175
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Est. FMV
|
|
$
|
599,580
|
|
Appraisers Note: Electronic and IT equipment ages very fast. New technology often
makes six-month old equipment the previous generation and may even make items obsolete within
a short time. There is a current glut of IT hardware. PCs and Laptops are currently available
at the lowest prices ever and have advanced technology included.
|
|
|
*
|
|
This estimate assumes all items receive periodic maintenance according to instructions of
original manufacturing companies (or their successors) and by use of replacement components (new,
used, remanufactured, or reverse-engineered) available either from those companies or from
alternative suppliers in the aftermarket.
|
32
EXHIBIT A-l
Hyatt Gaming Management, Inc.
Capital Expenditure Monthly Report
Properly: GRAND LODGE CASINO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid
|
|
|
P.O.s Oututdg
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Spending To Date (US$)
|
|
|
Variance
|
|
|
|
|
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Jan)
|
|
|
(Feb)
|
|
|
(Mar)
|
|
|
(Apr)
|
|
|
(May)
|
|
|
(Jun)
|
|
|
(Jul)
|
|
|
(Aug)
|
|
|
(Sep)
|
|
|
(Oct)
|
|
|
(Nov)
|
|
|
(Dec)
|
|
|
|
|
|
|
Estimated
|
|
|
|
|
|
|
|
|
|
|
Favorable
|
|
|
|
|
|
|
|
May 31, 2011
|
|
|
|
|
|
|
|
Approved
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
Current
|
|
|
Current
|
|
|
Current
|
|
|
Current
|
|
|
Current
|
|
|
Current
|
|
|
Current
|
|
|
Current
|
|
|
Current
|
|
|
Current
|
|
|
Current
|
|
|
|
|
|
|
Cost to
|
|
|
Total Project
|
|
|
Favorable
|
|
|
(Unfavorable)
|
|
CER#
|
|
PRIORITY
|
|
CER#
|
|
Department
|
|
Short Description
|
|
PROPOSED
|
|
|
Substitution
|
|
|
OTHER
|
|
|
CAPEX 2011
|
|
|
Month
|
|
|
Month
|
|
|
Month
|
|
|
Month
|
|
|
Month
|
|
|
Month
|
|
|
Month
|
|
|
Month
|
|
|
Month
|
|
|
Month
|
|
|
Month
|
|
|
Month
|
|
|
YTD Total
|
|
|
Complete
|
|
|
Spending
|
|
|
(Unfavorable)
|
|
|
%
|
|
1
|
|
|
|
1
|
|
Slots
|
|
Conversion Kito
|
|
|
81,440
|
|
|
|
|
|
|
Partial Complete
|
|
|
|
81,440
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,907
|
|
|
|
9.623
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
11,529,84
|
|
|
|
|
|
|
|
11,530
|
|
|
|
69.910
|
|
|
|
85.8
|
%
|
2
|
|
|
|
2
|
|
Slots
|
|
Kiosk Upgrade
|
|
|
3,663
|
|
|
|
|
|
|
Pending invoices
|
|
|
|
3,663
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,700.00
|
|
|
|
1,700
|
|
|
|
3,400
|
|
|
|
263
|
|
|
|
7.2
|
%
|
|
|
|
|
|
|
Slots
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Slots
|
|
|
|
|
85,103
|
|
|
|
0
|
|
|
|
0
|
|
|
|
85,103
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,607
|
|
|
|
9.623
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
13,229.84
|
|
|
|
1,700
|
|
|
|
14,930
|
|
|
|
70,173
|
|
|
|
82.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
Tables
|
|
Grand Lodge Casino Chips
|
|
|
10,000
|
|
|
|
|
|
|
Cancelled
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0
|
%
|
|
|
|
|
|
|
Tables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0,0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Tables
|
|
|
|
|
10,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,607
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
Marketing
|
|
73 (2) TV Plasma for Pit
|
|
|
17,451
|
|
|
|
|
|
|
Cancelled
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0,0
|
%
|
|
|
|
|
|
|
Marketing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Marketing
|
|
|
|
|
17,451
|
|
|
|
0
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0,0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
General & Admin
|
|
Accounting Printers
|
|
|
3,138
|
|
|
|
|
|
|
Cancelled
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0
|
%
|
|
|
|
|
6
|
|
General & Admin
|
|
Optical Disk Equipment
|
|
|
5,925
|
|
|
|
|
|
|
Complete
|
|
|
|
5,925
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,993
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,982,91
|
|
|
|
|
|
|
|
1,993
|
|
|
|
3.932
|
|
|
|
66.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total G&A
|
|
|
|
|
9,063
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,925
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1.993
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
1,992,91
|
|
|
|
|
|
|
|
1,993
|
|
|
|
3,932
|
|
|
|
66.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
|
|
IT
|
|
Replacement Computers
|
|
|
12,200
|
|
|
|
|
|
|
Partial Cornplete
|
|
|
|
12,200
|
|
|
|
|
|
|
|
|
|
|
|
4,356
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4.356.40
|
|
|
|
|
|
|
|
4,356
|
|
|
|
7,844
|
|
|
|
64.3
|
%
|
|
|
|
|
8
|
|
IT
|
|
New server for I.G.S. and D.M.M.
|
|
|
23,700
|
|
|
|
|
|
|
Pending Invoices
|
|
|
|
23,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,979.64
|
|
|
|
17,673
|
|
|
|
20,652
|
|
|
|
3.048
|
|
|
|
12.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0,0
|
%
|
|
|
|
|
|
|
Total IT
|
|
|
|
|
35,900
|
|
|
|
0
|
|
|
|
0
|
|
|
|
35.900
|
|
|
|
0
|
|
|
|
0
|
|
|
|
4.356
|
|
|
|
0
|
|
|
|
2,980
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
7,336,04
|
|
|
|
17,673
|
|
|
|
25,008
|
|
|
|
10,891
|
|
|
|
30.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
|
|
Surveillance
|
|
Airship Digital Server Software
|
|
|
14,400
|
|
|
|
|
|
|
Complete
|
|
|
|
14,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,200
|
|
|
|
7,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
14.400.00
|
|
|
|
|
|
|
|
14,400
|
|
|
|
|
|
|
|
0.0
|
%
|
|
|
|
|
10
|
|
Surveillance
|
|
Replacement Color Fixed Cameras
|
|
|
1,145
|
|
|
|
|
|
|
Pending Invoice
|
|
|
|
1,145
|
|
|
|
|
|
|
|
|
|
|
|
441
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
440.85
|
|
|
|
438
|
|
|
|
879
|
|
|
|
266
|
|
|
|
23.2
|
%
|
|
|
|
|
11
|
|
Surveillance
|
|
Vlcon Digital PTZ Analog Cams
|
|
|
9,600
|
|
|
|
|
|
|
Partial Complete
|
|
|
|
9,600
|
|
|
|
|
|
|
|
|
|
|
|
1,529
|
|
|
|
|
|
|
|
1,526
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
3,055.67
|
|
|
|
|
|
|
|
3.056
|
|
|
|
6,544
|
|
|
|
68.2
|
%
|
|
|
|
|
12
|
|
Surveillance
|
|
Dell 15 review station computer
|
|
|
1.900
|
|
|
|
|
|
|
Cancelled
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Surveillance
|
|
|
|
|
27,045
|
|
|
|
0
|
|
|
|
0
|
|
|
|
25,145
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,970
|
|
|
|
7,200
|
|
|
|
8,726
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
17,897
|
|
|
|
438
|
|
|
|
18,335
|
|
|
|
6,610
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total 2011
|
|
|
|
|
184,562
|
|
|
|
0
|
|
|
|
0
|
|
|
|
152.073
|
|
|
|
0
|
|
|
|
0
|
|
|
|
8.327
|
|
|
|
12.800
|
|
|
|
21,329
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
40.455
|
|
|
|
19,373
|
|
|
|
41,932
|
|
|
|
84,996
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
2
|
|
Slots
|
|
Conversion Kits
|
|
|
28,713
|
|
|
|
|
|
|
Complete
|
|
|
|
28,713
|
|
|
|
10,078
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
10,077,68
|
|
|
|
|
|
|
|
|
|
|
|
28,713
|
|
|
|
100,0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total 2010 Carry over
|
|
|
|
|
28,713
|
|
|
|
0
|
|
|
|
0
|
|
|
|
28,713
|
|
|
|
10,078
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
10,077,68
|
|
|
|
0
|
|
|
|
0
|
|
|
|
28,713
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contingency
|
|
Contingency
|
|
|
25,000
|
|
|
|
|
|
|
Cancelled
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Contingency
|
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub Total Normal Projects
|
|
|
|
|
238,275
|
|
|
|
0
|
|
|
|
0
|
|
|
|
180,786
|
|
|
|
10,078
|
|
|
|
0
|
|
|
|
6,327
|
|
|
|
12,800
|
|
|
|
21,329
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
50,532.99
|
|
|
|
19,373
|
|
|
|
41,932
|
|
|
|
113,709
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33
SCHEDULE B
Gaming Inventories
1.) Please see Exhibit B for detail listing
34
Grand Lodge Casino
Exhibit B Gaming Inventories
Inventory Slots
|
|
|
|
|
|
|
|
|
|
|
|
|
Quantity
|
|
|
Item
|
|
Est. Value
|
|
|
|
|
12000
|
|
|
Slot Vouchers (TITO)
|
|
|
1,955
|
|
|
|
|
4000
|
|
|
Jackpot Slips (blank tractor feed)
|
|
|
610
|
|
|
|
|
2000
|
|
|
W-2g custom 4-part forms
|
|
|
1,266
|
|
|
|
|
|
|
|
|
|
Inventory Pit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bulk
|
|
|
5000
|
|
|
Rating Cards
|
|
|
180
|
|
Bulk
|
|
|
8500
|
|
|
Closers
|
|
|
100
|
|
Bulk
|
|
|
2000
|
|
|
Bank Roll cards
|
|
|
100
|
|
Bulk
|
|
|
400
|
|
|
Road Maps
|
|
|
100
|
|
20
|
|
|
20
|
|
|
BJ Shoes
|
|
|
1,200
|
|
|
|
280 slvs
|
|
|
Dice
|
|
|
1,036
|
|
|
|
10,810 dks
|
|
|
Cards
|
|
|
1,053
|
|
|
|
|
8
|
|
|
BJ/TCP/LIR Layouts
|
|
|
800
|
|
|
|
|
2
|
|
|
Cps Layouts
|
|
|
560
|
|
|
|
|
2
|
|
|
Roulette Layouts
|
|
|
410
|
|
|
|
|
2
|
|
|
Poker Layouts
|
|
|
200
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing / Promotional Inventory
|
|
|
|
|
|
|
|
|
|
150
|
|
|
Polo Shirts
|
|
|
600
|
|
|
|
|
200
|
|
|
Tshirts
|
|
|
400
|
|
|
|
|
60
|
|
|
Flash Drives
|
|
|
420
|
|
|
|
|
200
|
|
|
Wine Glasses
|
|
|
100
|
|
|
|
|
13
|
|
|
Poker Table Tops
|
|
|
195
|
|
|
|
|
40
|
|
|
Poker Chip Sets
|
|
|
800
|
|
|
|
|
80
|
|
|
Blankets
|
|
|
1,600
|
|
|
|
|
24
|
|
|
Beach Towels
|
|
|
120
|
|
|
|
|
16
|
|
|
Dish Sets
|
|
|
240
|
|
|
|
|
125
|
|
|
Hats
|
|
|
250
|
|
Misc
|
|
|
|
|
|
Office supplies
|
|
|
250
|
|
|
|
|
6000
|
|
|
PAC Cards-Blue
|
|
|
540
|
|
|
|
|
12500
|
|
|
PAC Cards-Gold
|
|
|
1,125
|
|
|
|
|
5500
|
|
|
PAC Cards-Platinum
|
|
|
495
|
|
|
|
7 bx
|
|
|
PAC Applications
|
|
|
147
|
|
|
|
9 bx
|
|
|
Comp Paper
|
|
|
144
|
|
|
|
12 bx
|
|
|
PAC Brochures
|
|
|
288
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounting Inventory
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2500
|
|
|
Paid Out Forms
|
|
|
100
|
|
|
|
|
5000
|
|
|
Credit / Fill Slips
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
Cage Inventory
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4500
|
|
|
IGS Paper
|
|
|
100
|
|
|
|
|
3500
|
|
|
Marker Stock Electronic / Manual
|
|
|
150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
17,734
|
|
|
|
|
|
|
|
|
|
|
|
35
SCHEDULE C
Trademarks, Trade Names, Domain Names, Copyrights,
Trademarks and Trade Names
GRAND LODGE CASINO (word mark and design marks) Fed. Reg. No. 3,760,969
PLAYERS ADVANTAGE CLUB (word mark and design marks) Fed. Reg. No. 2,639,239
TWO FOR TUESDAY 2X SLOT PLAY (word mark and design marks) unregistered
Domain Names
Grandlodgecasino.com
Hyattcasinolaketahoe.com (license from appropriate Hyatt entity to use)
Copyrights
All marketing materials, including but not limited to duritrans, signage, brochures, mailings, email blasts
website code and screen shots
employee handbooks (excluding Hyatt owned materials)
36
SCHEDULE D
Contracts and Equipment Leases
1. Grand Lodge Casino Key Contract List as of April 22, 2011 (see attached Exhibit
D-1).
37
GRAND LODGE CASINO
Key Contract List
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RECOMMENDED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTICE DATE
|
|
|
|
|
ITEM
|
|
|
|
EFFECTIVE
|
|
|
|
TERM OF
|
|
|
|
Termination
|
|
ASSUMING 9/l/11
|
|
|
|
|
SUB #
|
|
AGREEMENT
|
|
DATE
|
|
DESCRIPTION
|
|
CONTRACT
|
|
FAVORABLE TERMINATION PROVISION
|
|
Notice Period
|
|
Termination
|
|
ASSIGNMENT PROVISION
|
|
Confidentially Provision
|
|
|
|
|
|
|
|
|
1
|
|
Alpine Self Storage
|
|
2/1/2009
|
|
Off-site Self-Storage rental agreement.
|
|
Month to Month (#3)
|
|
[ILLEGIBLE] forth above and continue on a
month to month basis as noted
above, provided, however, that
the term of the agreement
shall be automatically
extended on the same terms and
conditions for similar
succeeding periods at the
stated rent unless and until
Lessee has removed his
property from the premises and
has given written notice to
[ILLEGIBLE]
|
|
30 days
|
|
8/1/2011
|
|
No Section 18: Lessee shall not assign or sublease the premises or any portion thereof. Any attempt to assign or sublease shall be void.
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
Bally Gaming
|
|
4/23/2010
|
|
Slot Machine Participation Agreement
|
|
Month to Month (#2)
|
|
YES - 2.
At the conclusion of
the Initial Term, the lease
shall continue on a
month-to.-month basis with
each party having the right to
terminate the lease after the
expiration of the Initial Term
by providing thirty days
written notice to the other
party.
|
|
30 Days
|
|
8/1/2011
|
|
YES, with consent Section 6.5 This Agreement may not be amended, modified, rescinded, or assigned without the prior written consent of both parties.
|
|
Yes Section 2 of T&C: Must obtain prior
written consent of
Ballys before
disclosing information
to
any third party.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
Biometrica Systems
|
|
10/1/2005
|
|
Software Rental and License Agreement
for Biometrica Recognition Software
|
|
Silent
|
|
YES
- (Page 1) Payment Terms: Customer may terminate this
Agreement at any time for any
reason and without further
liability by giving Biometrica
30 days advance notice.
|
|
30 Days
|
|
8/1/2011
|
|
YES, with consent (Page 1) Except as described in this contract, without the written consent of Biometrica Systems, the Customer cannot transfer,
assign, license, sublicense, rent, lease, lend, copy, modify, translate, sublicense, time-share, electronically transmit, decompile or reverse engineer
this software, the media, hardware find documentation associated therein.
|
|
Yes Assignment
provision requires
written consent
before
providing a copy to a
third party.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
Costco Wholesale
Corporation
|
|
2/23/2007
|
|
Purchase Order Program Participation
|
|
Silent
|
|
Yes
- 7. Costco or HCC
Corporation may terminate this
agreement at any time, with or
without cause provided,
however, that in the event of
such termination HCC
Corporation shall continue to
be liable to Costco for all
amounts owed to Costco prior
to the date of such
termination.
|
|
Silent
|
|
8/1/2011
|
|
Silent
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
Cummins Allison Corp
|
|
1/1/2009
|
|
Maintenance Service Contract for 2
JetScan
printers
|
|
Annual, renews at
the start of each
year.
|
|
Yes
- Section 6(3) If in the
event a contract is cancelled
by the customer prior to the
expiration date, the prorated
(unused) portion of the
contract will be refunded to
the customer with any services
performed during the partial
contract period being charged
back, less the value of any
paid portion of the contract
that has not been refunded.
|
|
30 Days prior to
end of
term.
|
|
8/1/2011
|
|
Silent
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
|
|
Excel Building
Cleaning
|
|
5/1/2005
|
|
Cleaning and Janitorial service in the
Casino
|
|
Month to Month (#1)
|
|
Yes
- 1. Term This agreement
shall be for a term commencing
on May 1, 2005 and continuing
thereafter until terminated
without cause by either party
upon delivery to the other
party of thirty (30) days,
prior written notice, or with
cause immediately upon written
notice.
|
|
30 Days
|
|
8/1/2011
|
|
Yes, but silent as to notice Section 10/ll This Agreement shall insure to bind the successors, assigns and representatives of the parties hereto.
|
|
None
|
Last Updated: 04-22-2011
Page 1 of 6
GRAND LODGE CASINO
Key Contract List
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RECOMMENDED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTICE DATE
|
|
|
|
|
ITEM
|
|
|
|
EFFECTIVE
|
|
|
|
TERM OF
|
|
|
|
Termination
|
|
ASSUMING 9/1/11
|
|
|
|
|
SUB #
|
|
AGREEMENT
|
|
DATE
|
|
DESCRIPTION
|
|
CONTRACT
|
|
FAVORABLE TERMINATION PROVISION
|
|
Notice Period
|
|
Termination
|
|
ASSIGNMENT PROVlSlON
|
|
Confidentially Provision
|
|
|
|
|
|
|
|
|
8
|
|
Falcon Cable Systems Company
II, L.P d/b/a Charter
Communication
|
|
12/13/2010
|
|
Provides Television
Satellite Service
|
|
36 Months
|
|
NO 3. Service Period: Upon
expiration of the initial
term, this Agreement shall
automatically renew for
successive one-month terms at
Charters then-current
applicable business rates,
unless either party terminates
this Agreement by giving thirty (30)
days prior written notice to
the other party before the
expiration of the current
term
. .... (No early termination
provision or penalty Section
10 Default results in
termination of service).
|
|
30 Days on
expiration of
term
|
|
8/1/2011
|
|
Yes, with consent Section 18(b) Customer may not assign or transfer (directly or indirectly by any means, by operation of law or
otherwise) this Agreement or its rights or obligations hereunder to any other entity without first obtaining written consent from
Charter.
|
|
Yes Section
4 Customer hereby
agrees to keep
confidential and not to
disclose directly or
indirectly to any third
party, the terms of
this Agreement, except
as may be required by
law.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
|
|
Gaming International, Inc.
|
|
7/19/2006
|
|
Provide win cards
for sale in the
gift shops
|
|
Renews for
automatic one year
periods following
90 days from
effective date
(10/19)
|
|
Yes Section 3. After the
initial trial period, this
agreement can be cancelled
with 30 days written notice to
the other party, during the
course of the Agreement. Upon
termination of this Agreement,
HYATT REGENCY LAKE TAHOE
CASINO shall (1) immediately
return all materials provided
by Gaming International, Inc.
pursuant to this Agreement and
(2) pay for the products
received and sold through such
date as full and complete
payment.
|
|
30 Days
|
|
8/1/2011
|
|
Silent
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
High Desert Microimaging
|
|
11/25/2010
|
|
Preventative
Maintenance
Agreement for Canon
Scanner
|
|
11/24/2011
|
|
Yes This agreement may be
canceled by either party
within 30 days of written
notice for the following
reasons: If the equipment is
moved from the location
specified on page 1 of this
PMA, if the equipment is sold,
leased, or transferred, or if
the equipment is operated by
any party not authorized by
the customer.
|
|
30 Days with
the transfer
|
|
8/1/2011
|
|
Unclear and silent as to notice The termination allows customer to authorize a user, but there is no express assignment provision.
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
|
|
International Game Technology
|
|
12/19/2007
|
|
Applicable to all
IGT Game purchases
and leases
|
|
Ongoing
|
|
Yes Section 8.
Cancellations. Orders may be
canceled on the condition that
Customer pay IGT for completed
work allocated to Customers
order at the time of
termination of work at the
unit selling price, along with
(a) all costs, direct and
indirect, for work in
progress, (b) costs resulting
from the cancellation, (c) a
reasonable profit to IGT
therefrom.
|
|
Silent
|
|
8/1/2011
|
|
Silent
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
|
|
Iron Mountain Records Mgmt, Inc.
|
|
3/21/2007
|
|
Off-Site Records
Storage
|
|
1 Year, renews for
1 year terms
|
|
No 1. Term: ... Unless
otherwise provided in a
Schedule, upon expiration of
the intial term, the term will
continue with automatic
renewal for additional one(1)
year terms, unless written
notice of non-renewal is
delivered by either party to
the other no less than thirty
(30) days prior to the
expiration date.
|
|
30 Days prior to
end of term.
|
|
8/1/2011
|
|
Yes, with prior written consent This Agreement binds the successors and assigns of the respective parties and cannot be changed
orally. This Agreement may not be assigned by either party (other than to an affiliate which shall assume the obligations of the
assignor by written instrument) without the written consent of the other party, which shall not be unreasonably withheld or
delayed.
|
|
None
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Last Updated: 04-22-2011
Page 2 of 6
GRAND LODGE CASINO
Key Contract List
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RECOMMENDED
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NOTICE DATE
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ITEM
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EFFECTIVE
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TERM OF
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Termination
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ASSUMING 9/1/11
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Confidentially
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SUB #
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AGREEMENT
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DATE
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DESCRIPTION
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CONTRACT
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FAVORABLE TERMINATION PROVISION
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Notice Period
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Termination
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ASSIGNMENT PROVISION
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Provision
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15
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JDL Digital Systems, Inc. d/b/a Airship
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3/30/2011
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Software
maintenance and
upgrades for
Surveillance
Software.
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Silent
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YES Once the software is
ordered a minimum of 50%
cancellation fee will apply to
cancellation of the project
before completion. Upon early
cancellation all products
listed but not paid for are
retained by JDL Digital
Systems.
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Silent
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8/1/2011
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YES, with notice
In the event that
Grand Lodge Casino
Transfers its
interest in the
Gaming Operations
at the Hyatt
Regency Lake The,
this Agreement and
the rights and
obligations
hereunder are fully
assignable to the
new operator upon
Grand Lodge
Casinos election
and upon notice to
JDL Digital
Systems.
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None
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16
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Kafoury, Armstrong & Co.
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12/8/2010
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Service Contract to
conduct Internal
Audits for the 6
month period ending
December 31, 2011
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At conclusion of
service.
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Silent
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None
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None Work to be
completed prior to
transfer
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Silent
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None
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18
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Mosak
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10/1/2004
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Marketing Service
Agreement
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October 1, 2005
Contract has
expired
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Yes 2. Term. A. The term of
this Agreement shall commence
on Oct. 1, 2004 and shall
continue in full force and
effect until Oct. 1, 2005
unless earlier terminated by
either party upon written
notice of such intention given
thirty (30) days in advance.
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30 Days
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8/1/2011
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Yes, with prior
written consent
Section 15. The
rights and
obligations of the
parties hereunder
shall not be
assigned, in whole
or in part, without
the prior written
consent of the
other party, which
consent shall not
be unreasonably
withheld. This
Agreement shall
inure to and be
binding upon the
parties hereto and
their respective
representatives,
successors and
assigns.
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Yes, but not with
respect to the
agreement Section
6
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19
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Muzak
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1/26/2009
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Provides background
music in casino
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36 months
(1/26/2012),
automatically renew
for 12 month
periods
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No Section 1. Term. .... an
initial term of 36 months
following the date that our
manager signs the Agreement.
The Agreement will
automatically renew for
subsequent 12 month terms.
Either of us may cancel the
automatic renewal of the
Agreement by sending a Notice
of non-renewal to the other
party at least 90 days before
the then current term of the
Agreement expires.
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90 Days
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8/1/2011 (required
by agreement:
10/26/2011)
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Yes, with prior
written consent
Section 8. No
sale, transfer,
closure or change
in your business
will reduce or
eliminate your
obligations under
the Agreement. You
cannot assign the
Agreement without
our prior written
consent, but we
will not
unreasonably
withhold our
consent.
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None
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20
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Pitney Bowes Global
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12/17/2010
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Lease/financing
agreement for
postage equipment
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66 months, with
automatic 1 year
renewals
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Yes Section X3.2 Either
party may terminate with or
without cause upon thirty (30)
days prior written notice,
provided that you remain
responsible for paying any
outstanding invoices) after
such discontinuation.
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30 days
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8/1/2011
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Yes, with prior
written consent
Section G9.2 You
may not assign this
Agreement without
our prior written
consent, which
consent shall not
be unreasonably
withheld. Any
purported
assignment is void.
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None
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Page 3 of 6
GRAND LODGE CASINO
Key Contract List
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RECOMMENDED
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NOTICE DATE
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ITEM
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EFFECTIVE
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TERM OF
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Termination
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ASSUMING 9/1/11
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Confidentially
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SUB #
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AGREEMENT
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DATE
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DESCRIPTION
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CONTRACT
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FAVORABLE TERMINATION PROVISION
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Notice Period
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Termination
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ASSIGNMENT PROVISION
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Provision
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21
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Quick Space Lease
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5/27/2005
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Lease of Storage
Containers
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Month to month
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Yes Section 21. c. Lessor
has the right to postpone unit
pickup for up to 21 working
days. Rental charges will
cease upon Lessees
notification of termination.
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30 Days
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8/1/2011
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Yes, with prior
written consent
Section 16,
Lessee shall not
have the right to
assign this Lease
or to sublet, rent,
or otherwise hire
out or transfer
possession of, any
of the Equipment to
any person, firm,
partnership,
association, or
corporation other
then Lessor,
without the prior
written consent of
Lessor.
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None
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22
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Sage Software
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16-Mar-07
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Software system that
tracks fix assets
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15-Jun-08
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Yes Term. You may terminate
the License at any time by
destroying the Software
together with all copies
thereof... Upon termination
there will be no refund of any
amounts paid by you.
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Destroy Software
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8/1/2011
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Silent
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None
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23
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Shuffle Master
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(1) 3/11/08,
(2) 5/28/09,
(3) 6/24/09,
(4) 6/24/09,
(5)12/3/09,
(6) 1/13/10,
(7) 2/5/10, (8)
2/5/10, (9)
3/24/10, (10)
7/30/10, (11)
8/2/10
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Various (11)
participation/service
agreements with Shuffle
Master
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Month to Month
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Yes Section 7. Either party
may terminate this Agreement
by giving the non-terminating
party thirty (30) days
written notice. Following
termination, the Products will
be returned to SMI in proper
working order, normal wear and
tear excepted.
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30 Days
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8/1/2011
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Silent Licensing
provisions are
exclusive to HCC
Corporation.
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None
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24
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Sierra Development
Company d/b/a Club
Calneva
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8/24/2008
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Sub-lease of rental
space for the
operation and
management of the
sportsbook.
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Until the last day
of the calendar
month following the
2013 NFL Super Bowl
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YES Section 1. Term of
Lease. A. c) upon the
termination of Landlords
lease of the space in which
the Hyatt Regency Lake Tahoe
casino is operated. B. On or
before January 1, 2013,
Landlord shall provide to
Tenant written notice of
Landlords intention to either
extend this Lease for a five
year term or terminate the
Lease on the termination
date.
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Silent
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8/1/2011
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YES. but silent as
to notice Section
19 This Lease
shall be binding
upon and inure to
the benefit of the
respective parties
hereto, their legal
representatives,
successors and
assigns. Tenant may
only assign this
Lease with
Landlords prior
written consent
which consent shall
not be unreasonably
withheld.
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None
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25
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Sunny Day Guide
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10/22/2010
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Advertising agreement
for 2011
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Silent
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Silent
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Silent
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8/1/2011
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Silent
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None
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26
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Tech Art
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5/15/2008
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License/Maintenance
Agreement for hole
card readers
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5 Years (#7)
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No Section 8, Early
Termination. At any time after
one (1) year, LICENSEE may
terminate the
License/Maintenance. Agreement
upon sixty (60) days written
notice, provided, however,
that in the event of such
termination, the monthly
charge to LICENSEE pursuant to
paragraph 6 shall be adjusted
retroactively to the unit rate
for the actual term LICENSEE
utilizes the MAXTime units set
forth in paragraph 7.
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60 Days
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7/1/2011
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No 15. This
Agreement may not
be assigned in
whole, or in part
by either party.
16. This Agreement
shall be binding
upon, and inure to
the benefit of, and
be enforceable by
and against the
parties, their
successors and
assigns.
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None
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Page 4 of 6
GRAND LODGE CASINO
Key Contract List
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RECOMMENDED
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NOTICE DATE
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ITEM
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EFFECTIVE
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TERM OF
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Termination
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ASSUMING 9/1/1l
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Confidentially
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SUB #
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AGREEMENT
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DATE
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DESCRIPTION
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CONTRACT
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FAVORABLE TERMINATION PROVISION
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Notice Period
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Termination
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ASSIGNMENT
PROVISION
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Provision
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27
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Tip Top Amusement
Co. Inc.
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11/1/2010
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Cigarette Vending Machine
Agreement
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Month to Month (Article 5)
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Yes Article 5. Term. This
Agreement shall commence on
November 1, 2010 and shall be
for a term of one month from
that commencement date and
shall be renewed automatically
and continue for successive
periods unless notice of
termination is given by either
party to the other in writing
at least thirty (30) days
prior to termination date.
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30 Days
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8/1/2011
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Yes, with prior
written consent Article 15: This
Agreement shall not
be assignable by
either party
without the prior
written consent of
the other party.
Subject to the
foregoing
limitations, this
Agreement shall
endure to the
benefit of and be
binding upon the
successors and
[ILLEGIBLE]
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None
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28
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TI Wholesale
Distributors
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8/22/2007
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Processes used playing cards
for resale and paid on
commission of sales.
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3 Years (#7) Expiring
8/22/2010. Agreement has
expired.
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Yes Section 7. Term. This
Agreement shall become
effective upon its execution
by the parties as of the date
on the face of this agreement
and shall expire three (3)
years from that effective
date. This Agreement may be
cancelled by either party with
a 60 days notice in writing.
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60 Days
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7/1/2011
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Silent
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None
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29
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United States
Playing Card Company
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9/18/2009
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Controls Playing Card
Purchase Orders
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2 Years
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No, only for cause Section 8e.
This Contract will immediately
terminate without further
liability to USPC if Customer
fails to obtain and maintain
the necessary gaming license
to operate its casino facility
as required by applicable
State Law or by a Tribal
Compact approved and
recognized by the National
Indian Gaming Commission.
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None
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Courtesy Call Prior
To Termination
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Yes, with prior
written consent [ILLEGIBLE] This Agreement
shall be binding
upon and inure to
the benefit of the
parties herein and
their respective
successors and
assigns. Customer
may not assign its
rights or
obligations under
this Agreement in
any way except with
the consent of USPC
which shall not be
unreasonably
[ILLEGIBLE]
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None
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30
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Universal Recovery
Corporation
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2/20/2007
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Check Collection Services
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1 Year, Auto Renews
unless 30 day notice (#6)
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Yes Section 6. ... Either
party may terminate this
contract at any time by giving
a thirty (30) day written
notice except that once notice
is received by URC, ninety
(90) days will be allowed for
URC to settle all non-paying
accounts and URC shall retain
all accounts on which payments
have begun or promises have
been made until payments are
completed.
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30 Days
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8/1/2011
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Silent
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None
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31
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Western Money Systems
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2/1/2011
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Self Service Redemption Kiosk
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1/31/2012, with automatic
renewal unless 90 day
notice is provided
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Yes Section 2. Cancellation:
Either party shall have the
right to cancel this
agreement, without cause, upon
90 days written notice.
Charges will be prorated to
the date the cancellation is
in effect.
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90 Days
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6/3/2011
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Yes, with prior
written consent
This Agreement is
not assignable, or
transferable by the
customer and
requests for
refunds will not be
honored, unless
consented to in
writing by WMS.
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None
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33
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Xerox
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11/29/2006
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Lease Agreement for Copier
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11/29/2011, then month to
month unless 30 day
notice is provided
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Yes, for termination on
11/29/2011 Section 15. B.
During this renewal period,
either party may terminate
this Agreement upon at least
thirty (30) days notice.
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30 Days
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8/1/2011
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Yes, with prior
written consent
Section 8. If you
wish to assign any
rights or
obligations under
this Agreement, you
shall provide a
written notice to
Xerox of such
request for
consent...
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None
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Page 5 of 6
GRAND LODGE CASINO
Key Contract List
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RECOMMENDED
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NOTICE DATE
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ITEM
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EFFECTIVE
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TERM OF
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Termination
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ASSUMING 9/1/1l
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Confidentially
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SUB #
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AGREEMENT
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DATE
|
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DESCRIPTION
|
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CONTRACT
|
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FAVORABLE TERMINATION PROVISION
|
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Notice Period
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Termination
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ASSIGNMENT
PROVISION
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Provision
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34
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Xerox
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10/282004
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Lease Agreement for
Copier
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10/28/2009, then
month to month.
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Yes Section 12.
Renewal: During
this renewal
period, either side
may terminate this
Agreement upon at
least thirty (30)
days notice.
|
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30 Days
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8/1/2011
|
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Yes, with prior written consent -
Section 8. If you wish to assign
any rights or obligations under
this Agreement, you shall provide
a written notice to Xerox of
such request for consent...
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None
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Page 6 of 6
SCHEDULE E
Supplies and Equipment with a value of $100.00 or more
1.) Please see Exhibit E for detailed information
19
Grand Lodge Casino
Exhibit E Operating Supplies & Small Equipment
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Quantity
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Item
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Est. Value
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Inventory Slots
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Cartons
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261
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Cigarettes
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13,050
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Misc
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Office Suplies printer
cartriges pencils, tapes and
the like
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350
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9
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Slot Radios Kenwood TK3160
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315
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7
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Security Radios Motorola CP200
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280
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1
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Kobetron GI3000 Eprom Tester
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500
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37 yards
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Slot / Pit
Chair Upholstry
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550
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1
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Rick laptop computer Dell 5500
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350
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Inventory Pit
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Misc
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office supplies:
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Printer cartriges, pencils, forms,
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350
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Accounting Inventory
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Cyndy Laptop
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300
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Misc Supplies
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200
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Toner
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300
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Cage Inventory
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Misc Supplies
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300
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Toner
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150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,995
|
|
|
|
|
|
|
|
|
|
|
|