Exhibit 10.25


 


LEASE AGREEMENT


 


THIS LEASE AGREEMENT,
made and entered into this 1st day of July, 1973, by and between FIRST NATIONAL
BANK OF NEVADA, TRUSTEE UNDER PRIVATE TRUST NO. 87, hereinafter referred to as
“Lessor”, and GOLDEN NUGGET, INC., a Nevada corporation, hereinafter referred
to as “Lessee”,


 


WITNESSETH:


 


Lessor, for and in
consideration of the rents hereinafter reserved and of the covenants and
agreements on the part of the Lessee hereinafter contained, does by these
presents, demise and lease unto the Lessee, and Lessee does hereby take and
hire those certain premises situate in the City of Las Vegas, County of Clark,
State of Nevada, described as follows:


 


Lots 29, 31 and 32 in Block 14 of Clark’s Las Vegas Townsite, City of
Las Vegas, Clark County, Nevada, including that portion of the vacated alley
adjacent to Lot 32 and also including the north-south alley adjacent to the
rear of Lots 29, 31 and 32 if said alley is vacated at a future time.


 


TO HAVE AND TO HOLD the
demised premises, with the appurtenances, unto the Lessee, subject to the
provisions hereinafter set forth and for and during the term commencing on the
1st day of July, 1973, to and including the 30th day of
June, 2046.


 


The substantial and
primary use of the premises shall be for any lawful business including but not
limited to casino, hotel and restaurant business.


 


I


 


Lessee covenants and
agrees to pay as rent for said premises the sum of Five Thousand Dollars
($5,000.00) per month in advance on the 1st day of July, 1973, and on
the 1st day of each calendar month thereafter during the term of
this lease, and Lessee agrees to pay any additional rents that may be due
because of cost of living adjustment as follows:


 


1

















 


Using as a base the month
of March, 1973, of the United States Bureau of Labor Statistics United States
Index, New Series (129.8 equals 100) All Items, and using for comparison said
published index for the month of March, 1975, the percentage increase, if any,
shall be computed.  The additional rent
due hereunder shall be an amount equal to such determined percentage of the
basic rental then in effect.  For an
example:  if the index for March, 1973
shall be 140.00 and the index for March, 1975 shall be 144.05, the increase of
rents shall be 4.01% the cost of living has increased 4.05%, or the monthly
rental commencing July 1, 1975 shall be $5,202.50 as 4.05% x $5,000.00
equals $202.50, the additional rent; and such adjusted rents shall continue to
be paid on the 1st day of each calendar month thereafter until and
including June 30, 1977.  As of
July 1, 1977, the rents shall again be adjusted by using the index for the
month of March, 1973 again as the base and using for comparison the month of
March, 1977, and the percentage increase or decrease shall be computed and
additional rents increased or decreased, as the case may be; however, the basic
rental shall not be less than $5,000.00 per month.


 


It is intended by the
parties hereto that the additional rents shall fluctuate upward and downward
with the biennial values of said indexes, but, as hereinabove stated, never to
cause a reduction in rentals below $5,000.00 per month, so that in the event
the average of any year’s index shall be less than the base, then no additional
rents shall be required for the ensuing two years.


 


Lessor shall give written
notice to Lessee of additional rental due under said provision relating to said
index on or before June 15th of every other year of the term of
this lease to which such adjustment applies, setting forth said price index as
published and showing computation of rental.


 


2

















All rentals shall be payable month in advance to said
Lessor.  Provided further that as
additional rent, Lessee agrees to pay and not allow to become delinquent, any
and all real and personal property taxes and assessments levied against the
real property leased hereunder.  All
such sums shall be paid ten (10) days before the same become delinquent, and
Lessee shall supply Lessor with a copy of a receipt showing that said taxes and
assessments have been paid, provided that the Lessor shall promptly furnish the
Lessee with all such tax bills.


 


In the event any
governmental authority shall levy an assessment which by its terms provides
that the same may be paid in installments, it is understood and agreed that
Lessee shall pay the same but shall not be required to pay said assessment in
its entirety but rather may elect to pay over the maximum allowable period of
those installments falling due within the term hereof.


 


Payment of rentals as
above provided shall be made to First National Bank, Trust Department, Las
Vegas, Nevada, or at such other places as Lessor may from time to time
designate in writing.


 


In the event Lessee fails
to pay any installment of taxes or assessments when the same become due under
the terms of this agreement, Lessor may, but is not obligated to pay the
same.  If paid by Lessor, the same shall
become additional rents due Lessor on presentment of demand therefor.


 


In addition to the said
taxes, assessments, interest and penalties to be paid by Lessee, Lessee shall
also pay and not allow to become delinquent any utilities, including but not
limited to water, sewer, electricity and gas, garbage and trash collections,
used upon the premises.


 


It is the intent of
Lessor and Lessee herein that all rentals provided to be paid in this agreement
shall be net-net-net to Lessor.


 


 


3

















 


 


In the event the aforesaid
price index shall cease to be published during the term of this lease, then and
in such event only, the adjustment of rentals therein provided shall be made on
the basis of such other comparable index as shall be then published by the
United States Government, or, if there be none, by the comparable index
published by Standard & Poor’s.  In
the event none of the foregoing indexes is published, it is understood and
agreed that a Board of Arbitrators shall be constituted biennially to decide
the percentage of adjustment applicable to the rentals herein specified, based
upon their examination of retail prices in the United States, unless the
parties hereto shall themselves be in agreement as to the amount of said
adjustment.


 


Said Board of Arbitrators
shall consist of three (3) disinterested persons.  Each party hereto shall appoint one (1) arbitrator, and the two
(2) appointed arbitrators shall appoint the third.  Said Board of Arbitrators shall begin at once and proceed with
all reasonable dispatch to determine questions referred to them as herein
provided, and their determination shall in each and every instance be final and
binding on the parties hereto.  If
either party hereto at any time prefers to have the adjustment of rental
determined by the courts instead of by arbitrators, the same may be done by the
party having such preference beginning legal proceedings in any year prior to
the appointment of the arbitrators, but not afterward.


 


Said Board of Arbitrators
shall report to the parties hereto within fifteen (15) days after the rental
adjustment question has been submitted to them, and their findings shall be in
writing signed by not less than two (2) arbitrators.  If any one or more of said arbitrators shall resign, die, or
become incapacitated before a full and final determination be arrived at, the
said arbitrator shall be replaced in the same manner as he was originally
appointed and shall have the same power and authority as though he had been
originally appointed.  


 


4

















 


The parties hereto shall
share equally the cost and expense of said arbitrators and all expenses
connected therewith.


 


II


 


All sums that may become
due by reason of the failure of Lessee to comply with all of the terms and
conditions of this lease and any and all damages, costs and expenses, including
reasonable attorneys’ fees, which the Lessor may suffer or incur by reason of
any default of Lessee or failure on its part to comply with the covenants of
this lease, and each of them, may at Lessor’s option be deemed and treated as
additional rent payable hereunder, and in the event of nonpayment, Lessor shall
have all the rights and remedies provided for in case of nonpayment of rent or
breach of condition.


 


III


 


All buildings and improvements
to be constructed on said premises shall be kept, inside and outside, in good
and substantial order and repair by Lessee, at Lessee’s sole cost and expense,
including but not limited to all walls, roofs, floors, vaults, sidewalks,
curbs, porches, terraces, water and sewage disposal connections, window and
other glass, air conditioning and heating equipment, plumbing, water, gas and
electric fixtures, pipes, wires and conduits, pumps and all elevators (if any),
machinery, fixtures and appurtenances in, on or in connection with the demised
premises, whether the nature of such repairs be structural or otherwise,
parking facilities, roads and landscaping areas upon the demised premises shall
likewise be kept in good substantial order and repair by Lessee at Lessee’s
sole cost and expense.  Lessee hereby
agrees to replace and renew, with like kind and quality, any of said things in
or about the demised premises which become too worn to be repaired, so that


 


5

















 


at all times the said
buildings and equipment, the parking and landscaping areas, and roofs, shall be
in thorough good order, condition and repair, reasonable wear and tear and
damages by the elements excepted.


 


Lessee shall have the
right to construct any buildings or other structures on or under the demised
premises and to alter, improve or repair the same.  Such buildings and other structures may consist of one or more
stories, even a high rise building if desired, which may but need not be
related to and part of any buildings or other structures which Lessee may
construct, own or lease on adjoining premises.


 


Throughout the term of
this lease Lessee further agrees at Lessee’s own expense, promptly to observe
and comply with all laws, orders, regulations, rules, ordinances and
requirements of the Federal, State, County and other governmental agencies, and
each of them, and of any and all of its or their departments, bureaus, and
officials, whether such laws, orders, regulations, rules, ordinances or requirements
relating to structural changes, improvements and construction, alterations or
requirements go on, in or about the demised premises, or any buildings thereon,
or to changes or requirements incident to or as the result of any use or
occupation thereof, or otherwise, and whether the same are now in force or
those which may at any time in the future be passed, enacted or directed, and
Lessee hereby agrees to pay all costs, expenses, claims, fines, penalties and
damage and reasonable attorneys’ fees, which may in any manner arise out of or
be imposed because of the failure of Lessee to comply with this covenant, and
to hold Lessor harmless for Lessee’s failure to perform the acts which Lessee
herein covenants to perform.


 


The Lessee hereby agrees
to keep and maintain and pay premiums at all times during the term of this
lease for public 


 


6

















 


liability insurance in an
amount that is usual and customary for similar occupancies in the City of Las
Vegas, Nevada, but in no event less than $500,000/$1,000,000 for person or
persons injured in or from the premises, which insurance shall be written in
form to protect Lessor and Lessee from any and all claims or damages which may
arise from the operation of business within the said premises, and the same to
be carried with a company or companies approved by Lessor.  In connection therewith, a certificate of
such insurance shall be delivered to Lessor within fifteen (15) days following
the execution of this lease.


 


In the event of fire or
other calamity affecting the demised premises, the rents shall not abate.


 


IV


 


It is further expressly
understood and agreed that time is of the essence in the performance of each
and all of the provisions and covenants of this lease, and each and all of the
provisions and covenants of said lease are conditions precedent to be
faithfully and fully performed and observed by the said Lessee to entitle the
Lessee to continue in possession of said premises; that if default shall be
made in the payment of the rent hereinbefore specified to be paid, thirty (30)
days after written demand, or thirty (30) days after written demand if default
shall be made in any of the covenants or agreements herein contained to be kept
by Lessee, it shall be lawful for said Lessor, at its election, to declare said
term ended, and to re-enter said premises or any part thereof, and to expel,
remove or put out the Lessee or any person or persons keeping or being in or
upon the same, together with all goods and chattels found therein, using such
force as may be necessary in so doing and to repossess and to enjoy the same
premises again as of its first and former estate.  And if, at any time, said term shall be ended at such election of
said Lessor, as aforesaid, or in


 


7

















 


any other way, the said
Lessee hereby covenants and agrees to surrender and deliver up the said above
demised premises and property peaceably to said Lessor immediately upon such
termination aforesaid, and if the said Lessee shall remain in possession of
said premises after said termination of this lease, in any of the ways herein
named, said Lessee shall be deemed guilty of an unlawful detention of said
premises under the statute, and shall be subject to all the conditions and
provisions above named, and to eviction and removal at any time
thereafter.  All of the foregoing
remedies are cumulative and are given without impairing any other rights or
remedies of the Lessor.  It is further
expressly understood and agreed that the waiver by Lessor of any default on the
part of the Lessee in the prompt payment of any installment or installments of
rent or in the observance, payment or performance of any of the provisions,
terms or conditions hereof, shall not be deemed to be a waiver of the right of
Lessor to treat any other or subsequent default as operating to forfeit said
lease, and any such waiver shall not be deemed to excuse said Lessee in the
prompt payment of any other installment or the prompt and faithful performance
of the same or any other covenant in the future.


 


V


 


If the Lessee shall be in
default in the payment of rent and shall vacate or abandon said premises or any
part thereof (and absence of the Lessee therefrom for a period of thirty (30)
days after notice given by Lessor pursuant to paragraph IV above shall be
considered such an abandonment thereof), the Lessor may, if it so elects, and
without further demand or notice, re-enter said premises and remove the
contents and take possession of said premises and relet the same or any part
thereof at such rental and upon such terms and conditions as it may deem
proper, and apply the proceeds thereof, less the reasonable expenses,


 


8

















 


including the usual agent’s
commissions so incurred, upon the amount due from Lessee hereunder, and the
Lessee shall be liable for any deficiency. 
If the Lessor shall take possession of said premises and relet the same,
such reletting shall not operate as a termination of this lease unless the
Lessor so elects, such election to be evidenced by written notice to Lessee,
nor shall such action by the Lessor operate as a waiver of any other rights or
remedies of the Lessor hereunder.


 


VI


 


If at any time
proceedings in bankruptcy shall be instituted by or against Lessee, where
Lessee is adjudicated a bankrupt or shall assign its estate or effects for
payment thereof, or if a receiver or trustee shall be appointed of Lessee’s
interest in this lease, and if the foregoing shall not be dismissed or vacated
within ninety (90) days, or if a petition for reorganization of Lessee under
Chapter X of the Bankruptcy Act or any other provisions of the Bankruptcy Act
now or hereafter enacted for corporate reorganizations, or provisions under any
State law shall be filed by Lessee, or if it be filed against Lessee, and said
proceedings shall not be dismissed within ninety (90) days after the filing
thereof, or if the Lessee shall file a petition for arrangement under Chapter
XI of the Bankruptcy Act or any other provisions of the Bankruptcy Act now or
hereafter enacted and providing a plan for a debtor to settle, satisfy or
extend the time for the payment of its unsecured debts, or under any provisions
of the State law, or if an execution shall issue against Lessee whereby
Lessee’s estate in this lease is affected and cannot be vacated or bonded in
thirty (30) days, or in case Lessee fails or omits to perform any of the
covenants, agreements or conditions herein contained, other than the covenants
for the payment of rents, and Lessee shall not commence to cure such default
within thirty (30) days after receipt of notice of 


 


9

















 


default from Lessor to
Lessee, by registered or certified mail, postage prepaid, or if said default
cannot reasonably be cured within a reasonable period of time and the Lessee
shall have failed within said thirty (30) days to commence the curing of said
default and expeditiously proceed therewith, or in case Lessee fails, refuses
or neglects to pay the rent as and when the same shall become due and payable
hereunder, and such default shall continue for thirty (30) days after written
demand therefor the Lessor thereafter may then, and in any such cases, without
further demand by notice in writing addressed to Lessee, terminate this lease,
and this lease shall cease and come to an end in the same manner and to the
same effect as if that were the date originally fixed herein for the expiration
of the term, without any right on the part of the Lessee to save the forfeiture
by payment of any sum due, or by any other performance of any condition, term
or covenant broken, Lessee, however, to remain liable as herein provided.  Lessor shall also, in any such events, in
addition to and not in limitation of any other right or remedy, have the right
to re-enter the said premises and the same to have again, repossess and enjoy.


 


VII


 


The failure of Lessor to
enforce any covenant or condition of this lease shall not be deemed to void or
effect the right of Lessor to enforce the same covenant or condition on the
occasion of a subsequent breach or default.


 


The receipt by Lessor of
rent, with knowledge of the breach of any covenant hereof, shall not be deemed
a waiver of such breach, and no waiver by Lessor of any provision shall be
deemed to have been made unless expressed in writing and signed by Lessor,
except that acceptance by Lessor of any fixed rent installment after due date
shall waive the breach of the covenant to pay rent on due date, such waiver to
be limited to the 


 


10

















 


installment so
accepted.  The receipt of any rent,
whether the same be that originally reserved or that may become payable under
any covenant herein contained, or any portion thereof, or of any interest
therein, shall not operate as a waiver of


the Lessor’s rights to
enforce payment of additional rent, or any of the obligations of this lease by
such remedies as may be appropriate.


 


VIII


 


Lessee hereby accepts the
demised premises in the condition they may be at the time of the commencement
of the term of this lease, without any representation, statement or warranty,
express or implied, in regard thereto, or to their condition, and Lessor shall
in no event be liable for any latent defects therein, except that Lessor
warrants that it has free and clear fee title to the demised premises and the
authority to lease the same to Lessee hereunder.


 


IX


 


In the event the leased
premises or so much thereof that Lessee can no longer conduct its business
profitably, shall be taken in condemnation, or otherwise, or be required for
public or quasi-public purposes, then this lease may, at Lessee’s option, be
terminated, and in any condemnation proceedings against said premises, Lessor
and Lessee each may claim compensation as their respective interests may
appear.


 


Anything notwithstanding,
in the event of condemnation proceedings being had against the demised
premises, any proceeds due Lessor shall not be intermingled with any proceeds
that Lessee may have a right to.


 


X


 


Notices, demands and
communications hereunder to Lessee or Lessor shall be served or given by United
States registered or certified mail, and if intended to the Lessor, addressed
to 


 


11

















 


Lessor, at 500 East
Carson, Las Vegas, Nevada 89101, and if to Lessee, addressed to Lessee at 129
Fremont, Las Vegas, Nevada 89101, or such other address as may be designated by
either party by notice in writing sent by registered or certified mail as
aforesaid.


 


XI


 


This lease contains the
entire agreement between the parties hereto and shall not be modified in any
manner, except by a writing signed by the parties hereto.  Time is and shall be of the essence of this
agreement and each and every condition and covenant thereof.


 


XII


 


In the event said lease
is terminated by expiration of time or for any other reason, Lessee in the
event that all obligations to Lessor have been met, may remove any trade
fixtures installed by Lessee on the demised premises.  In the event Lessee is in default of any of the terms or
conditions contained in this lease, then and in such event, Lessor may have the
trade fixtures up to the entire amount thereof sold and apply the proceeds from
such sale against any losses sustained by Lessor.  This is in addition to any other rights that Lessor may have to
recover from Lessee for any defaults.


 


XIII


 


Lessee further covenants
and agrees that it will at all times indemnify and hold the Lessor harmless
from and against:


 


A)  Any and all liens and charges of any and
every nature and kind, including attorneys’ fees, which may at any time be
established against said land and improvements, or any part thereof, as a
consequence, direct or indirect, of any omission of the Lessee, or as a
consequence, direct or indirect, of the existence of the Lessee’s interest in
this lease;


 


B)  Any and all loss, cost, damage or expense
sustained by


 


12

















 


Lessor (including
attorneys’ fees and expense of the Lessor):


 


1.             On account of or
through the use of said land or improvements, or of any part thereof by the
Lessee, or by any other person whomsoever;


 


2.             Arising out of, or
directly or indirectly due to any failure of the Lessee, in any respect, to promptly
and faithfully satisfy their obligations under this lease;


 


3.             Arising out of, or
directly or indirectly due to any accident, or other occurrence, causing injury
or damage to any person, or persons, or property, whomsoever or whatsoever,
resulting from the use of said land and improvements, or any part thereof under
this lease;


 


4.             Due to any act or
omission by or on the part of Lessee for which the said land and improvements,
or any part thereof, or interest therein, may hereafter become liable and especially
(but not exclusively) any such loss, cost, damage or expense, including
attorneys’ fees, that may arise under any ordinance, or statute, or any
municipal or government regulation.


 


XIV


 


Nothing herein contained
shall be deemed in any way to constitute Lessor as a partner of Lessee or its
sublessees in business conducted in or from the leased premises, or otherwise.


 


XV


 


It is agreed that
following the execution of this lease, Lessor or Lessee shall, at any time upon
the request of the other, execute a skeleton form of lease for recording
purposes, which skeleton form shall set forth the term and description of the
leased premises but shall not be required to contain any other provisions of
this lease.


 


XVI


 


In the event that any of
the aforesaid provisions shall be held void or invalid, the remaining
provisions shall nevertheless 


 


13

















 


remain in full force and
effect.


 


XVII


 


Each and all of the
provisions hereof shall be binding upon and inure to the benefit of the heirs,
executors, administrators, successors and assigns of the Lessor, and the heirs,
executors, and administrators of the Lessee and the successors and assigns of
the Lessee.


 


XVIII


 


Lessor agrees to execute
a deed of trust in the standard form of Title Insurance Company as used in
Clark County, Nevada, covering Lessor’s interest in the demised premises, which
shall be a first deed of trust on the demised premises, to be used as
additional security for a construction loan and a permanent loan, as Lessee may
require in order to erect permanent improvements on the said demised premises
and any other property owned or leased by Lessee, it being intended that Lessor
will subordinate its interest in the demised premises to such loans.  Lessee will also execute a deed of trust to
the lending company as security for the loan for such construction.  Lessee’s property, to wit, Lots 23, 24, 25,
26, 27, 28, 30, 11 and 12, shall be conveyed in the deed of trust in the event
Lessee intends to construct such improvements on all or part of only those
lots.  In the event Lessee intends to
construct on Lots 18, 19, 15, 16, 3, 5, 6 and 7 of Block 14, the Lessee shall
execute a deed of trust as further security for an additional loan.  The said construction loan and permanent
loan shall be made so as to be retired within thirty years, and Lessor’s
premises shall not bear any heavier burden in the terms of the deed of trust
than that on the fee premises belonging to the Lessee.


 


That construction loan
and permanent loan shall be solely for construction of improvements on the
demised premises and any other properties owned or leased by Lessee, and such
deed 


 


14

















 


of trust shall be in an
amount equal to not more than $30,000.00 times the number of hotel rooms
constructed by Lessee.  As and when the
construction loan and permanent loan have been paid in full, the deed of trust
executed by the Lessor shall be reconveyed to the Lessor or its successors in
interest.


 


As a further condition
for Lessor’s executing the deed of trust, Lessee’s lenders shall notify Lessor
as any loan monies are disbursed and the purpose therefor.


 


Lessor shall have the
right to review the terms of the loan to Lessee for the purpose of Lessor ascertaining
the amount loaned, the interest rate, and the repayment schedule.


 


Lessee does hereby
covenant and agree with Lessor as Lessee’s personal obligation that it will
indemnify and hold harmless Lessor from and against all charges, costs and
expenses, including reasonable attorneys’ fees, that the Lessor may be required
to pay in order to free or keep free the above described lease premises from
the lien of said deed of trust caused or resulting from the default of the
Lessee in the payment of the note secured thereby or in any of the covenants,
terms or conditions contained in said deed of trust.  It is further understood and agreed between the Lessor and Lessee
that the note given for the construction loan or permanent loan will not be
executed by the Lessor and that the monies so borrowed by the Lessee shall be
used only in payment for labor and material and other costs and expenses for
the construction of such improvements.


 


XIX


 


The existing lease for
the premises described herein is hereby cancelled, effective June 30,
1973.


 


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IN WITNESS WHEREOF, the
parties hereto have executed this agreement as of the day and year first above
written.


 


	
   

  	
   

  	
  LESSOR:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  FIRST NATIONAL BANK OF NEVADA,

  
	
   

  	
   

  	
   

  	
   

  	
  TRUSTEE UNDER PRIVATE TRUST NO. 87

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ [Illegible]

  
	
   

  	
   

  	
   

  	
   

  	
  Trust Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LESSEE:

  	
   

  	
  GOLDEN NUGGET, INC.,

  a Nevada corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ [Illegible]

  
	
   

  	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ [Illegible]

  
	
   

  	
   

  	
   

  	
   

  	
  Secretary

  



 


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