Exhibit 10.22


 


L E A S E


 


This lease is made April 30, 1976, between
ELIZABETH PROPERTIES TRUST, ELIZABETH ZAHN, Trustee, of Las Vegas, Nevada,
(“Landlord”), and GOLDEN NUGGET, INC., a Nevada corporation, of Las Vegas,
Nevada (“Tenant”), who agree as follows:


 


INTRODUCTORY CLAUSES


 


1.1                                 Recitals


 


This lease is
made with reference to the following facts and objectives:


 


1.                                       Landlord
is the owner of the premises described in paragraph 2.1.


 


2.                                       Tenant
is willing to lease the premises from Landlord pursuant to the provisions
stated in this lease.


 


3.                                       Tenant
has examined the premises and is fully informed of their condition.


 


PREMISES


 


2.1                                 Description


 


Landlord
leases to Tenant and Tenant leases from Landlord the real property located in
the City of Las Vegas, County of Clark, State of Nevada, described as Lots 22,
23, 24, 25 and 26, Block l3, Clark’s Las Vegas Townsite.


 


2.2                                 Vacation
of Adjoining Alleyway


 


Landlord will
execute such documents as may be necessary and cooperate with Tenant, all at
Tenant’s expense, in obtaining the vacation of the alleyway adjoining the
premises.  In the event such alleyway is
vacated, in whole or in part, the vacated portion shall become and thereafter
remain a portion of the premises herein leased.


 

















 


TERM


 


3.1                                 Fixed
Term


 


The term shall
commence May 1, 1976, and shall expire April 30, 2000.


 


EXTENDED TERM


 


4.1                                 Option
to Extend Term


 


Tenant is
given the option to extend the term on all the provisions contained in this
lease, except for minimum monthly rent, for a 25-year period (“extended term”)
following expiration of the initial term, by giving notice of exercise of the
option (“option notice”) to Landlord at least one year but not more than two
years before the expiration of the term. 
Provided that, if Tenant is in default on the date of giving the option
notice, the option notice shall be totally ineffective, or if the Tenant is in
default on the date the extended term is to commence, the extended term shall
not commence and this lease shall expire at the end of the initial term.


 


4.2                                 Rent
For Extended Term


 


The beginning
annual rental for the extended term of the lease shall be the greater of:  (a) the annual rental during the last year
of the original term or (b) ten (10%) percent of the fair market value of the
leased property as determined by agreement of the parties or by appraisal in
the manner hereinafter set forth.  At
the end of each consecutive three-year period during the extended term, the
annual rental shall be increased by 15% over the immediately preceding period,
(making such percentage increases compounded). 
All rent shall be due and payable monthly in advance.


 


The parties
hereto shall have until a time six months prior to the expiration of the
original lease term within which to agree upon the fair market value of the
leased property.  If the parties fail to
agree upon the fair market value by such time, then each


 


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party, at its
cost and by giving notice to the other party, shall, within 30 days, appoint a
real estate appraiser with at least 5 years’ full-time commercial appraisal
experience in the Clark County area to appraise and determine the fair market
value of the leased property at that time. 
If either party refuses to appoint an appraiser within 30 days after the
other party has given notice of the name of its appraiser, the single appraiser
appointed shall be the sole appraiser to determine the fair market value of the
leased property.  The two appraisers
appointed by the parties shall meet promptly and attempt in good faith to agree
upon the fair market value of the leased property and, if they fail to agree
within 60 days, they shall agree upon a third qualified appraiser within 10
days after such 60-day period.  If the
two appraisers fail to agree upon a third appraiser, either party to this
Lease, by giving 10 days’ notice to the other, may apply to the Master Calendar
Judge of the eighth Judicial District Court of Nevada, in and for Clark County,
for the appointment of the third qualified appraiser under this paragraph.  The third appraiser, however appointed,
shall be a person who has not previously acted in any capacity for either
party.  Each party shall pay one-half of
the cost of appointing the third appraiser and one-half of such third appraiser’s
fee.  Within 30 days after the
appointment of the third appraiser, a majority of the appraisers shall
determine the fair market value of the leased property and immediately notify
the parties hereto.  The parties hereto
shall immediately thereafter execute an endorsement to this Lease setting forth
the annual beginning rental for the extended term.


 


4.3                                 No
Other Right


 


Tenant shall
have no other right to extend the term beyond the extended term.


 


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PREPARATION OF PREMISES


 


5.1                                 Preparation
of Premises


 


On
commencement of the term the premises shall be in a good condition.


 


5.2                                 Acceptance
of Premises


 


Tenant’s
taking possession of the premises on commencement of the term shall constitute
Tenant’s acknowledgement that the premises are in good condition.


 


RENT


 


6.1                                 Minimum
Rent


 


Tenant shall
pay to Landlord as minimum rent, without deduction, set off, prior notice, or
demand, (a) for the first year, the sum of $36,000.00, payable $16,000.00 on
April 30, 1976, and $5,000.00 on January 1, February 1, March 1 and April 1,
1977; (b) for the next four years, the sum of $60,000.00 per year, payable in
equal monthly installments, in advance, on the first day of each calendar
month; (c) for the next 3 years, the sum of $75,000.00 per year, payable
monthly in advance; and (d) for each of the following consecutive 3-year
periods, i.e., commencing with the 9th, 12th, 15th, 18th, 21st and 24th year,
the minimum annual rental shall be increased by 15% over the immediately
preceding period, (making such percentage increases compounded).


 


All rent shall
be paid to Landlord at the address to which notices to Landlord are given.


 


6.2                                 Negation
of Partnership


 


Landlord shall
not become or be deemed a partner or a joint venturer with Tenant by reason of
the provisions of this lease.


 


TAXES AND ASSESSMENTS


 


7.1                                 Personal
Property Taxes


 


Tenant shall
pay before delinquency all taxes, assessments, license fees, and other charges
(“taxes”) that are levied and 


 


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assessed against Tenant’s personal property installed or located in or
on the premises, and that become payable during the term.  On demand by Landlord, Tenant shall furnish
Landlord with satisfactory evidence of these payments.


 


7.2                                 Real
Property Taxes and Other


 


Tenant shall
pay all real property taxes and general and special assessments (“real property
taxes”) levied and assessed against the premises and any improvements and
alterations thereon.  Each year Landlord
shall notify Tenant of the real property taxes and immediately on receipt of
the tax bill shall furnish Tenant with a copy of the tax bill.  Tenant shall pay the real property taxes
when due and not later than 10 days before the taxing authority’s delinquency
date or 10 days after receipt of the tax bill, whichever is later.  Tenant shall further pay any and all other
taxes of any nature, including excise or franchise taxes, which may be levied
against the property, the income therefrom or the ownership thereof, excepting
only income tax liability of Landlord upon rental income.


 


7.3                                 Proration
of Tenant’s Tax Liability


 


Tenant’s
liability to pay real property taxes shall be prorated on the basis of a
365-day year to account for any fractional portion of a fiscal tax year
included in the term at its commencement and expiration.


 


USE OF PREMISES


 


8.1                                 Use


 


Tenant shall
use the premises for any lawful purpose.


 


8.2                                 Limitations
on Use


 


Tenant’s use
of the premises as provided in this Lease shall be in accordance with the following:


 


Cancellation of insurance; increase in insurance rates


 


Tenant shall
not do, bring, or keep anything in


 


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or about the premises that will cause a
cancellation of any insurance covering the premises.


 


Compliance with laws


 


Tenant shall comply with all laws concerning
the premises, including, without limitation, the obligation at Tenant’s cost to
alter, maintain, or restore the premises in compliance and conformity with all
laws relating to the condition, use, or occupancy of the premises during the
term.


 


Waste; nuisance


 


Tenant shall not use the premises in any
manner that will constitute waste, nuisance, or unreasonable annoyance to
owners or occupants of adjacent properties.


 


Overloading


 


Tenant shall not do anything on the premises
that will cause damage to or overloading of the premises.


 


MAINTENANCE


 


9.1                                 Tenant’s
Maintenance


 


Tenant at its
cost shall maintain the premises in good condition.   Landlord shall not have any responsibility to maintain the
premises.


 


ALTERATIONS AND IMPROVEMENTS


 


10.1                           Improvements
and Alterations


 


Tenant at its
cost shall have the right to make, without Landlord’s consent, alterations and
improvements to the premises.  In making
any alterations or improvements, Tenant shall comply with the following:


 


1.                                       Tenant
shall submit reasonably detailed final plans and specifications and working
drawings of the proposed alterations and improvements and the name of its
contractor at least 30 days before the date it intends


 


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                to commence the alterations.


 


2.                                       The
alterations shall not be commenced until 15 days after Landlord has received
notice from Tenant stating the date the installation of the alterations and
improvements are to commence so that Landlord can post and record an
appropriate notice of nonresponsibility.


 


3.                                       The
alterations and improvements shall be approved by all appropriate government
agencies, and all applicable permits and authorizations shall be obtained before
commencement of the alterations.


 


4.                                       All
alterations and improvements shall be completed with due diligence in
compliance with the plans and specifications and working drawings and all
applicable laws.


 


5.                                       Before
commencing the alterations and improvements and at all times during
construction, Tenant’s contractor shall maintain insurance as herein provided.


 


6.                                       If
the estimated cost of the alterations and improvements exceeds $10,000, before
the commencement of the alterations Tenant at its cost shall furnish to
Landlord a performance and completion bond issued by an insurance company
qualified to do business in Nevada in a sum equal to the cost of the
alterations and improvements (as determined by the construction contract
between Tenant and its contractor) guaranteeing the completion of the
alterations and improvements free and clear of all liens and other charges, and
in accordance with the plans and specifications.


 


7.                                       Any
alterations and improvements made shall remain on and be surrendered with the
premises on expiration or termination of the term, except that Landlord can
elect within 90 days before the expiration of the term, or


 


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                                                within
10 days after termination of the term, to require Tenant to remove any
alterations and improvements, whether underground or above ground, that Tenant
has made to the premises and restore the same to their original condition as a
paved, street-level parking area.  If
landlord so elects, Tenant at its cost shall restore the premises to the
condition designated by Landlord in its election, before the last day of the
term, or within 30 days after notice of election is given, whichever is later.


 


MECHANICS’ LIENS


 


11.1                           Mechanics’
Liens


 


Tenant shall
pay all costs for construction done by it or caused to be done by it on the
premises as permitted by this lease. 
Tenant shall keep the premises free and clear of all mechanics’ liens
resulting from construction done by or for Tenant.


 


UTILITIES


 


12.1                           Utilities


 


Tenant shall
make all arrangements for and pay for all utilities and services furnished to
or used by it, including, without limitation, gas, electricity, water,
telephone service, and trash collection, and for all connection charges.


 


INDEMNITY AND EXCULPATION


 


13.1                           Exculpation
of Landlord


 


Landlord shall
not be liable to Tenant for any damage to Tenant or Tenant’s property from any
cause except for acts of the Landlord. 
Tenant waives all claims against Landlord for damage to person or
property arising for any reason except acts of the Landlord.


 


13.2                           Indemnity


 


Tenant shall hold Landlord harmless from all damages, including
expenses and attorneys’ fees reasonably incurred in defending any claim or to
enforce this provision for indemnity, arising out of any damage to any person
or property occurring in, on, or about the premises or the use thereof.


 


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INSURANCE


 


14.1                           Public
Liability and Property Damage Insurance


 


Tenant at its
cost shall maintain public liability and property damage insurance and products
liability (if applicable) insurance with liability limits of not less than
$1,000,000.00 per person and $2,000,000.00 per occurrence, and property damage
limits of not less than $250,000.00 per occurrence, with an aggregate coverage
of $500,000.00 insuring against all liability claims against the Tenant and its
authorized representatives and against the Landlord arising out of or in
connection with Tenant’s use or occupancy of the premises.


 


All public
liability insurance, products liability (if applicable) insurance, and property
damage insurance shall insure performance by Tenant of the indemnity provisions
of paragraph 13.2.  Both parties shall
be named as coinsureds, and the policy shall contain cross-liability endorsements.


 


14.2                           Increase
in Amount of Public Liability and Property Damage Insurance


 


Not more
frequently than each 3 years, if, in the opinion of Landlord’s insurance
broker, the amount of public liability and property damage insurance coverage
at that time is not adequate, Tenant shall increase the insurance coverage as
required by Landlord’s insurance broker.


 


14.3                           Tenant’s
Fire Insurance


 


Tenant at its
cost shall maintain on all tenant’s improvements, and alterations, in, on, or
about the premises, a policy of standard fire and extended coverage insurance
to the extent of at least 90% of their full replacement value.  The proceeds from any such policy shall be
used by Tenant for the replacement of personal property or the restoration of
tenant’s improvements or alterations.


 


 


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14.4                           Plate
Glass Insurance


 


Tenant at its
cost shall maintain full coverage plate glass insurance on the premises.  Both parties shall be named as coinsureds.


 


14.5                           Dram
Shop Liability Insurance


 


Tenant’s
indemnification obligations under paragraph 13.2 shall extend to damage
resulting from risks insurable by so-called dram shop liability insurance.  The public liability insurance required in
paragraph 14.1 shall include dram shop liability insurance, if available.


 


14.6                           Boiler
and Machinery Insurance


 


Tenant at its
cost shall maintain boiler and machinery insurance on all boilers,
air-conditioning equipment, and other pressure vessels and systems located in,
on, or about the premises.  If any of
these items and the damage that may be caused by them are not covered by the
standard fire and extended coverage insurance referred to in paragraph 14.7,
the boiler and machinery insurance shall have limits of not less than
$250,000.00 per occurrence.


 


The insurance
policy shall be issued in the names of Landlord and Tenant, as their interests
appear.  The insurance policy shall
provide that any proceeds shall be made payable and the proceeds shall be paid
pursuant to paragraphs 15.1, 15.2 and 15.3.


 


In case this
lease is terminated, the insurance policy, all rights under it, and the
insurance proceeds shall be assigned to Landlord at Landlord’s election.


 


14.7                           Fire
Insurance on Building and Other Improvements


 


Tenant at its
cost shall maintain on any building and other improvements that are on or a
part of the premises a policy of standard fire and extended coverage insurance,
with vandalism and malicious mischief endorsements, to the extent of at least
90% of full replacement value.  A copy
of such policy shall be supplied to Landlord.


 


 


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The insurance
policy shall be issued in the names of Landlord and Tenant, as their interests
appear.  The insurance policy shall
provide that any proceeds shall be made payable to and the proceeds shall be
paid pursuant to paragraphs 15.1 and 15.2.


 


In case this
lease is terminated, the insurance policy and all rights under it or the
insurance proceeds shall be assigned to Landlord at Landlord’s election.


 


14.8                           Determination
of Replacement Value


 


The “full
replacement value” of the building and other improvements to be insured under
paragraph 14.7 shall be determined by the company issuing the insurance policy
at the time the policy is initially obtained. 
Not more frequently than once every 3 years, either party shall have the
right to notify the other party that it elects to have the replacement value
redetermined by an insurance company. 
The redetermination shall be made promptly and in accordance with the
rules and practices of the Board of Fire Underwriters, or a like board
recognized and generally accepted by the insurance company, and each party
shall be promptly notified of the results of the company.  The insurance policy shall be adjusted
according to the redetermination.


 


14.9                           Waiver
of Subrogation


 


The parties
release each other, and their respective authorized representatives, from any
claims for damage to any person or to the premises and to the fixtures,
personal property, and alterations and improvements of either Landlord or
Tenant in or on the premises that are caused by or result from risks insured


 


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against under any insurance policies carried by the parties and in
force at the time of any such damage.


 


Each party
shall cause each insurance policy obtained by it to provide that the insurance
company waives all right of recovery by way of subrogation against either party
in connection with any damage covered by any policy.  Neither party shall be liable to the other for any damage caused
by fire or any of the risks insured against under any insurance policy required
by this lease.  If any insurance policy
cannot be obtained with a waiver of subrogation, or is obtainable only by the
payment of an additional premium charge above that charged by insurance
companies issuing policies without waiver of subrogation, the party undertaking
to obtain the insurance shall notify the other party of this fact.  The other party shall have a period of 10
days after receiving the notice either to place the insurance with a company
that is reasonably satisfactory to the other party and that will carry the
insurance with a waiver of subrogation, or to agree to pay the additional
premium if such a policy is obtainable at additional cost.  If the insurance cannot be obtained or the
party in whose favor a waiver of subrogation is desired refuses to pay the
additional premium charged, the other party is relieved of the obligation to
obtain a waiver of subrogation rights with respect to the particular insurance
involved.


 


14.11                     Other
Insurance Matters


 


All the
insurance required under this lease shall:


 


1.                                       Be
issued by insurance companies authorized to do business in the State of Nevada
with a financial rating of at least an A + 4A status as rated in the most
recent edition of Best’s Insurance Reports.


 


2.                                       Be
issued as a primary policy.


 


3.                                       Contain
an endorsement requiring 30 days’ written notice from the insurance company to
both parties and Landlord’s 


 


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                lender before cancellation or change in the
coverage, scope, or amount of any policy.


 


Each policy,
or a certificate of the policy, together with evidence of payment of premiums,
shall be deposited with the other party at the commencement of the term, and on
renewal of the policy not less than 20 days before expiration of the term of
the policy.


 


DESTRUCTION


 


15.1                           Destruction
of Premises


 


If, during the
term, the premises are totally or partially destroyed, rendering the premises
totally or partially inaccessible or unusable, Tenant shall proceed forthwith
to restore the premises to a serviceable and usable condition, whether or not
the insurance proceeds are sufficient to cover the actual cost of restoration.  Such destruction shall not terminate this
lease or affect any of the terms hereof.


 


l5.2                              Adjustment
of Loss


 


If, during the
term, the premises are destroyed from a risk covered by the insurance described
in paragraph 14.7, Tenant shall make the loss adjustment with the insurance
company insuring the loss.  The proceeds
shall be paid directly to Tenant for the sole purpose of making the restoration
of the premises in accordance with paragraph 15.3.


 


15.3                           Procedure
for Restoring Premises


 


Within 60 days after the date that Tenant is obligated to restore the
premises, Tenant at its cost shall prepare final plans and specifications and
working drawings complying with the applicable laws that will be necessary for
restoration of the premises.  The plans
and specifications and working drawings must be submitted to Landlord.  Tenant acknowledges that the plans and
specifications and working drawings shall be subject to approval of the
appropriate government bodies and that they will be prepared in such a manner
as to obtain that approval.


 


 


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The
restoration shall be accomplished as follows:


 


1.                                       Tenant
shall complete the restoration promptly after final plans and specifications
and working drawings have been approved by the appropriate government bodies
and all required permits have been obtained (subject to a reasonable extension
for delays resulting from causes beyond Tenant’s reasonable control).


 


2.                                       Tenant
shall retain a licensed contractor that is bondable.  The contractor shall be required to carry public liability and
property damage insurance, standard fire and extended coverage insurance, with
vandalism and malicious mischief endorsements, during the period of
construction in accordance with paragraphs 14.1 and l6.5.  Such insurance shall contain waiver of
subrogation clauses in favor of Landlord and Tenant in accordance with the
provisions of paragraph l4.10.


 


3.                                       Tenant
shall notify Landlord of the date of commencement of the restoration not later
than 5 days before commencement of the restoration to enable Landlord to post
and record notions of nonresponsibility. 
The contractor retained by Tenant shall not commence construction until
a completion bond and a labor and materials bond have been delivered to
Landlord to insure completion of the construction.


 


4.                                       On
completion of the restoration Tenant shall immediately record a notice of
completion in the county in which the premises are located.


 


15.4                           Abatement
or Reduction of Rent


 


In case of
destruction, there shall be no abatement or reduction of rent.


 


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CONDEMNATION


 


16.1                           Definitions


 


1.                                       “Condemnation”
means (a) the exercise of any governmental power, whether by legal proceedings
or otherwise, by a condemnor and (b) a voluntary sale or transfer by Landlord
to any condemnor, either under threat of condemnation or while legal
proceedings for condemnation are pending.


 


2.                                       “Date
of taking” means the date the condemnor has the right to possession of the
property being condemned.


 


3.                                    “Award”
means all compensation, sums, or anything of value awarded, paid, or received
on a total or partial condemnation.


 


4.                                       “Condemnor”
means any public or quasi-public authority, or private corporation or
individual, having the power of condemnation.


 


16.2                           Parties’
Rights and Obligations To Be Governed by Lease


 


If, during the
term or during the period of time between the execution of this lease and the
date the term commences, there is any taking of all or any part of the premises
or any interest in this lease by condemnation, the rights and obligations of
the parties shall be determined pursuant to paragraphs 16.3-16.5.


 


16.3                           Total
Taking


 


If all or
substantially all the premises are taken by condemnation, this lease shall
terminate on the date of taking.


 


16.4                           Partial
Taking


 


If any portion
of the premises is taken by condemnation, on the date of taking the minimum
annual rent shall be reduced by an amount that is in the same ratio to minimum
annual rent as the total number of square feet in the premises taken bears to
the total number of square feet in the premises immediately before the 


 


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date of
taking, and the Tenant at its cost shall accomplish all necessary
restoration.  If, as a result of partial
condemnation, the remaining property is reasonably unsuitable for use for any
business enterprise of Tenant, the Tenant shall have the option to terminate
the lease.


 


16.5                           Award
– Distribution


 


The Award
shall belong to and be paid to Landlord, except that Tenant shall receive from
the award the following:


 


A sum
attributable to Tenant’s improvements or alterations made to the premises by
Tenant in accordance with this lease and cost of restoration, if any.


 


ASSIGNMENT AND SUBLETTING


 


17.1                           Prohibition
Against Voluntary Assignment, Subletting, and Encumbering


 


Tenant shall
not voluntarily assign or encumber its interest in this lease or in the
premises, or sublease all or any part of the premises, or allow any other
person or entity (except Tenant’s authorized representatives) to occupy or use
all or any part of the premises, without first obtaining Landlord’s consent,
provided, however, that such consent (including consent to encumber) shall not
be unreasonably withheld if the assignee or subtenant is financially sound and
of good moral character.  Any
assignment, encumbrance, or sublease without Landlord’s consent shall be
voidable and, at Landlord’s election, shall constitute a default.  No consent to any assignment, encumbrance,
or sublease shall constitute a further waiver of the provisions of this
paragraph, nor shall it constitute a release of any of Tenant’s obligations,
nor shall any consent to encumber constitute the subordination of this lease to
any such encumbrance.


 


17.2                           Involuntary
Assignment


 


No interest of
Tenant in this lease shall be assignable by operation of law except in the case
of merger or other corporate 


 


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reorganization.  Each of the
following acts shall be considered an involuntary assignment:


 


1.                                       If
Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit
of creditors, or institutes a proceeding under the Bankruptcy Act in which
Tenant is the bankrupt; or, if Tenant is a partnership or consists of more than
one person or entity, if any partner of the partnership or other person or
entity is or becomes bankrupt or insolvent, or makes an assignment for the
benefit of creditors;


 


2.                                       If
a writ of attachment or execution is levied on this lease;


 


3.                                       If,
in any proceeding or action to which Tenant is a party, a receiver is appointed
with authority to take possession of the premises.


 


An involuntary
assignment shall constitute a default by Tenant and Landlord shall have the
right to elect to terminate this lease, in which case this lease shall not be
treated as an asset of Tenant.  If a
writ of attachment or execution is levied on this lease, Tenant shall have 10
days in which to cause the attachment or execution to be removed.  If any involuntary proceeding in bankruptcy
is brought against Tenant, or if a receiver is appointed, Tenant shall have 60
days in which to have the involuntary proceeding dismissed or the receiver
removed.


 


DEFAULT


 


18.1                           Tenant’s
Default


 


The occurrence
of any of the following shall constitute a default by Tenant:


 


1.                                       Failure
to pay rent when due, if the failure continues for 5 days after notice thereof.


 


2.                                       Failure
to perform any other provision of this lease if the failure to perform is not
cured within 30 days 


 


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after notice has been given to Tenant.  If the default cannot reasonably be cured
within 30 days, Tenant shall not be in default of this lease if Tenant
commences to cure the default within the 30-day period and diligently and in
good faith continues to cure the default.


 


Any notice
given under this paragraph shall specify the alleged default and the applicable
lease provisions, and shall demand that Tenant perform the provisions of this
lease within the applicable period of time, or quit the premises.  No such notice shall be deemed a forfeiture
or a termination of this lease unless Landlord so elects in the notice.


 


18.2                           Landlord’s
Remedies


 


Landlord shall
have the following remedies if Tenant commits a default.  These remedies are not exclusive; they are
cumulative in addition to any remedies now or later allowed by law.


 


1.                                       Tenant’s
Right to Possession Not Terminated. 
Landlord can continue this lease in full force and effect, and the lease
will continue in effect as long as Landlord does not terminate Tenant’s right
to possession, and Landlord shall have the right to collect rent when due.  During the period Tenant is in default,
Landlord can enter the premises and relet them, or any part of them, to third
parties for Tenant’s account.  Tenant
shall be liable immediately to Landlord for all costs Landlord incurs in
reletting the premises, including, without limitation, brokers’ commissions,
expenses of remodeling the premises required by the reletting, and like
costs.  Reletting can be for a period
shorter or longer than the remaining term of this lease.  Tenant shall pay to Landlord the rent due
under this lease on the dates the rent is due, less the rent Landlord receives
from any reletting. No act by Landlord allowed by this paragraph shall


 


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terminate this lease unless Landlord notifies Tenant that Landlord
elects to terminate this lease.  After
Tenant’s default and for as long as Landlord does not terminate Tenant’s right
to possession of the premises, if Tenant obtains Landlord’s consent Tenant
shall have the right to assign or sublet its interest in this lease, but Tenant
shall not be released from liability. 
Landlord’s consent to a proposed assignment or subletting shall not be
unreasonably withheld.


 


2.                                       Termination
of Tenant’s Right to Possession. 
Landlord can terminate Tenant’s right to possession of the premises at
any time.  No act by Landlord other than
giving notice of termination to Tenant shall terminate this lease.  Acts of maintenance, efforts to relet the
premises, or the appointment of a receiver on Landlord’s initiative to protect
Landlord’s interest under this lease shall not constitute a termination of
Tenant’s right to possession.  On
termination, Landlord has the right to recover from Tenant:


 


a.                                       The
worth, at the time of the award of the unpaid rent that had been earned at the
time of termination of this lease;


 


b.                                      The
worth, at the time of the award of the amount by which the unpaid rent that
would have been earned after the date of termination of this lease until the
time of award exceeds the amount of the loss of rent that Tenant proves could
have been reasonably avoided;


 


c.                                         The worth, at
the time of the award of the amount by which the unpaid rent for the balance of
the term after the time of award exceeds the amount of the loss of rent that
Tenant proves could have been reasonably avoided; and


 


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d.                                      Any
other amount, and court costs, necessary to compensate Landlord for all
detriment proximately caused by Tenant’s default.


 


“The worth, at the time of the award,” as
used in a and b of this paragraph, is to be computed by allowing interest at
the rate of 10% per annum.  “The worth,
at the time of the award”, as referred to in c of this paragraph, is to be
computed by discounting the amount at the discount rate of the Federal Reserve
Bank of San Francisco at the time of the award, plus 1%.


 


3                                          Appointment
of Receiver.  If Tenant is in
default of this lease Landlord shall have the right to have a receiver
appointed to collect rents from the leased premises.  Neither the filing of a petition for the appointment of a
receiver nor the appointment itself shall constitute an election by Landlord to
terminate this lease.


 


4.                                       Landlord’s
Right to Cure Tenant’s Default. 
Landlord at any time after Tenant commits a default, can, upon notice to
Tenant, cure the default at Tenant’s cost. 
If Landlord at any time, by reason of Tenant’s default, pays any sum or
does any act that requires the payment of any sum, the sum paid by Landlord
shall be due immediately from Tenant to Landlord at the time the sum is paid,
and if paid at a later date shall bear interest at the rate of 10% per annum
from the date the sum is paid by Landlord until Landlord is reimbursed by
Tenant.  The sum, together with interest
on it, shall be additional rent.


 


18.3                           Penalty
for Unpaid Rent


 


Rent not paid
when due shall incur a penalty of $100.00 for each day until paid, which
penalty amount shall be paid with the rental payment.  Such penalty shall accrue but not be payable unless rent payment
is more than five (5) days late.


 


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18.4                           Tenant’s
Right to Cure Landlord’s Default


 


Landlord shall
be in default of this lease if it fails or refuses to perform any provision of
this lease that it is obligated to perform if the failure to perform is not
cured within 30 days after notice of the default has been given by Tenant to
Landlord.  If the default cannot
reasonably be cured within 30 days, Landlord shall not be in default of this
lease if Landlord commences to cure the default within the 30-day period and
diligently and in good faith continues to cure the default.  If Landlord fails to cure any such default,
Tenant, upon notice to Landlord, may do so and offset the cost thereof against
rental next due.


 


LANDLORD’S ENTRY ON PREMISES


 


19.1                           Landlord’s
Entry


 


Landlord and
its authorized representatives shall have the right to enter the premises at
all reasonable times for any of the following purposes:


 


1.                                       To
determine whether the premises are in good condition and whether Tenant is
complying with its obligations under this lease;


 


2.                                       To
do any necessary maintenance and to make any restoration to the premises that
Landlord has the right or obligation to perform;


 


3.                                       To
serve, post, or keep posted any notices required or allowed under the
provisions of this lease;


 


4.                                       To
post “for rent” or “for lease” signs during the last 3 months of the term, or
during any period while Tenant is in default;


 


5.                                       To
show the premises to prospective brokers, agents, buyers, tenants, or persons
interested in an exchange, at any time during the term.


 


Landlord shall
conduct its activities on the premises as allowed in this paragraph in a manner
that will cause the least possible inconvenience, annoyance, or disturbance to
Tenant.


 


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NOTICE


 


20.1                           Notice


 


Any notice,
demand, request, consent, approval, or communication that either party desires
or is required to give to the other party or any other person shall be in
writing and either served personally or sent by prepaid, first-class mail.  Any notice, demand, request, consent,
approval, or communication that either party desires or is required to give to
the other party shall be addressed to the other party at the following
addresses or such other address as shall be given in writing:  to the Landlord at 2655 South Maryland
Parkway, Las Vegas, Nevada  89109, and
to the Tenant at 129 East Fremont Avenue, Las Vegas, Nevada  89101.


 


WAIVER


 


21.1                           Waiver


 


No delay or
omission in the exercise of any right or remedy of Landlord on any default by
Tenant shall impair such a right or remedy or be construed as a waiver.


 


The receipt
and acceptance by Landlord of delinquent rent shall not constitute a waiver of
any other default; it shall constitute only a waiver of timely payment for the
particular rent payment involved.


 


No act or
conduct of Landlord, including, without limitation, the acceptance of the keys
to the premises, shall constitute an acceptance of the surrender of the
premises by Tenant before the expiration of the term.  Only a notice from Landlord to Tenant shall constitute acceptance
of the surrender of the premises and accomplish termination of the lease.


 


Landlord’s
consent to or approval of any act by Tenant requiring Landlord’s consent or
approval shall not be deemed to waive or render unnecessary Landlord’s consent
to or approval of any subsequent act by Tenant.


 


Any waiver by
Landlord of any default must be in writing and shall not be a waiver of any
other default concerning the same or any other provision of the lease.


 


22

















 


 


RECORDATION; QUITCLAIM DEED


 


22.1                           Prohibition
Against Recording Lease; Recordable Memorandum of Lease


 


This lease
shall not be recorded, except that if either party requests the other party to
do so, the parties shall execute a memorandum of lease in recordable form.


 


22.2                           Quitclaim
Deed


 


Tenant shall
execute and deliver to Landlord on the expiration or termination of this lease,
immediately on Landlord’s request, a quitclaim deed to the premises, in
recordable form, designating Landlord as transferee.


 


SALE OR TRANSFER OF PREMISES


 


23.1                           Effect
on Lease


 


If Landlord
sells or transfers all or any portion of the premises, Landlord, on
consummation of the sale or transfer, shall be released from any liability
thereafter accruing under this lease if Landlord’s successor has assumed in
writing, for the benefit of Tenant, Landlord’s obligations under this lease.


 


ATTORNEYS’ FEES


 


24.1                           Attorneys’
Fees


 


If either
party becomes a party to any litigation concerning this lease, the premises, or
the building or other improvements in which the premises are located, by reason
of any act or omission of the other party or its authorized representatives,
and not by any act or omission of the party that becomes a party to that
litigation or any act or omission of its authorized representatives, the party
that causes the other party to become involved in the litigation shall be
liable to that party for reasonable attorneys’ fees and court costs incurred by
it in the litigation.


 


If either
party commences an action against the other party arising out of or in connection
with this lease, the prevailing party shall be entitled to have and recover
from the losing party reasonable attorneys’ fees and costs of suit.


 


 


23

















 


 


WAIVER OF LANDLORD’S LIEN – TENANT’S PROPERTY


 


25.1                           Lien


 


Landlord,
within 5 days after demand from Tenant, shall execute and deliver any document
required by any supplier, lessor, or lender in connection with the installation
in the premises of tenant’s personal property or tenant’s trade fixtures in
which Landlord waives any rights it may have or acquire with respect to that
property, if the supplier, lessor, or lender agrees in writing that:


 


1.                                       It
will remove that property from the premises before the expiration of the term
or within 30 days after termination of the term, but if it does not remove the
property within 10 days it shall have waived any rights it may have had to the
property.


 


2.                                       It
will make whatever restoration to the premises that is necessitated by the
removal.


 


SURRENDER OF PREMISES; HOLDING OVER


 


26.1                           Surrender
of Premises


 


On expiration
or 10 days after termination of the term, Tenant shall surrender to Landlord
the premises and all tenant’s improvements and alterations in good condition
except for ordinary wear and tear occurring after the last necessary
maintenance made by Tenant, destruction to the premises, and alterations and
improvements that Tenant has the right to remove or is obligated to
remove.  Tenant shall remove all its
personal property within the above stated time.  Tenant shall perform all restoration made necessary by the
removal of any alterations or tenant’s personal property within the time
periods stated in this paragraph.


 


Landlord can
elect to retain or dispose of in any manner any alterations or tenant’s
personal property that Tenant does not remove from the premises on expiration
or termination of the term as allowed or required by this lease by giving at
least 10 days’ 


 


24

















 


notice to
Tenant.  Title to any such alterations
or tenant’s personal property that Landlord elects to retain or dispose of on expiration
of the 10-day period shall vest in Landlord. 
Tenant waives all claims against Landlord for any damage to Tenant
resulting from Landlord’s retention or disposition of any such alterations or
tenant’s personal property.  Tenant
shall be liable to Landlord for Landlord’s costs for storing, removing, and
disposing of any alterations or tenant’s personal property.


 


If Tenant
fails to surrender the premises to Landlord on expiration or 10 days after
termination of the term as required by this paragraph, Tenant shall hold
Landlord harmless from all damages resulting from Tenant’s failure to surrender
the premises, including, without limitation, claims made by a succeeding tenant
resulting from Tenant’s failure to surrender the premises.


 


26.2                           Holding
Over


 


If Tenant,
with Landlord’s consent, remains in possession of the premises after expiration
or termination of the term, or after the date in any notice given by Landlord
to Tenant terminating this lease, such possession by Tenant shall be deemed to
be a month-to-month tenancy terminable on 15 days’ notice given at any time by
either party.


 


MISCELLANEOUS PROVISIONS


 


27.1                           General
Conditions


 


The following
are general conditions of this lease,


 


1.                                       Time
is of the essence of each provision of this lease.


 


2.                                       Whenever
consent or approval of either party is required, that party shall not
unreasonably withhold such consent or approval.


 


3.                                       If
either party is a corporation, that party shall deliver to the other party on
execution of this lease a certified copy of a resolution of its board of
directors authorizing the execution of this lease and naming the 


 


25

















 


                officers that are authorized to execute this
lease an behalf of the corporation.


 


4.                                       This
lease shall be binding on and inure to the benefit of the parties and their
successors.


 


5.                                       Rent
and all other sums payable under this lease must be paid in lawful money of the
United States of America.


 


6.                                       Each
party represents that it has not had dealings with any real estate broker,
finder, or other persons, with respect to this lease in any manner.  Each party shall hold harmless the other
party from all damages resulting from any claims that may be asserted against
the other party by any broker, finder, or other person, with whom the other
party has or purportedly has dealt.


 


27.2                           Status
of Parties on Termination of Lease


 


Except as
herein provided, if a party elects to terminate this lease as allowed in this
lease, on the date the lease terminates the parties shall be released from
further liabilities and obligations and Landlord shall return to Tenant any
unearned rent, as long as Tenant is not in default on the date the lease
terminates.


 


27.3                           Interpretation
of Lease


 


This lease
shall be construed and interpreted in accordance with the laws of the State of
Nevada.


 


27.4                           Integrated
Agreement; Modification


 


This lease
contains all the agreements of the parties and cannot be amended or modified
except by a written agreement.


 


27.5                           Provisions
Are Covenants and Conditions


 


All
provisions, whether covenants or conditions, on the part of Tenant shall be
deemed to be both covenants and conditions.


 


27.6                           Use
of Definitions


 


The
definitions contained in this lease shall be used to interpret this lease.


 


 


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27.7                           Definitions


 


As used in
this lease, the following words and phrases shall have the following meanings:


 


Alteration – any addition or change to, or
modification of, the premises made by Tenant after the fixturing period;
including, without limitation, fixtures, but excluding trade fixtures as
defined here, and tenant’s improvements as defined here.


 


Authorized representative – any officer,
agent, employee, or independent contractor retained or employed by either
party, acting within authority given him by that party.


 


Damage – injury, deterioration, or loss to a person
or property caused by another person’s acts or omissions.  Damage includes death.


 


Damages – a monetary compensation or indemnity
that can be recovered in the courts by any person who has suffered damage to
his person, property, or rights through another’s act or omission.


 


Destruction – any damage, as defined here, to
or disfigurement of the premises.


 


Encumbrance – any deed of trust, mortgage, or
other written security device or agreement affecting the premises, and the note
or other obligation secured by it, that constitutes security for the payment of
a debt or performance of an obligation.


 


Expiration – the coming to an end of the time
specified in the lease as its duration, including any extension of the term
resulting from the exercise of an option to extend.


 


Good condition – the good physical condition
of the premises and each portion of the premises, including, without
limitation, signs, windows, show windows, appurtenances,


 


27

















 


and tenant’s personal property as defined
here.  “In good condition” means
first-class, neat, clean, and broom-clean, and is equivalent to similar phrases
referring to physical adequacy in appearance and for use.


 


Hold harmless – to defend and indemnify from
all liability, losses, penalties, damages as defined here, costs, expenses
(including, without limitation, attorneys’ fees), causes of action, claims, or
judgments arising out of or related to any damage, as defined here, to any
person or property.


 


Law – any judicial decision, statute,
constitution, ordinance, resolution, regulation, rule, administrative order, or
other requirement of any municipal, county, state, federal, or other government
agency or authority having jurisdiction over the parties or the premises, or
both, in effect either at the time of execution of the lease or at any time
during the term, including, without limitation, any regulation or order of a
quasi-official entity or body (e.g., board of fire examiners or public
utilities).


 


Lender – the beneficiary, mortgagee, secured
party, or other holder of an encumbrance, as defined here.


 


Lien – a charge imposed on the premises by
someone other than Landlord, by which the premises are made security for the
performance of an act.  Most of the
liens referred to in this lease are mechanics’ liens.


 


Maintenance – repairs, replacement,
repainting, and cleaning.


 


Person – one or more human beings, or legal
entities or other artificial persons, including, without limitation,
partnerships, corporations, trusts, estates, associations, and any combination
of human beings and legal entities.


 


Provision – any term, agreement, covenant,
condition, clause,


 


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qualification, restriction, reservation, or
other stipulation in the lease that defines or otherwise controls, establishes,
or limits the performance required or permitted by either party.


 


Rent – minimum monthly rent, percentage rent,
prepaid rent, security deposit, real property taxes and assessments, operating
costs, insurance, utilities, and other similar charges payable by Tenant to
Landlord.


 


Restoration – the reconstruction, rebuilding,
rehabilitation, and repairs that are necessary to return destroyed portions of
the premises and other property to substantially the same physical condition as
they were in immediately before the destruction.


 


Substantial completion – completion of
Landlord’s construction obligation as evidenced by Landlord’s architect or by
the general contractor performing Landlord’s construction obligation.


 


Successor – assignee, transferee, personal
representative, heir, or other person or entity succeeding lawfully, and
pursuant to the provisions of this lease, to the rights or obligations of
either party.


 


Tenant’s improvement – any addition to or
modification of the premises made by Tenant including, without limitation,
fixtures (not including tenant’s trade fixtures, as defined here) and
buildings.


 


Tenant’s personal property – Tenant’s
equipment, furniture, merchandise, and movable property placed in the premises
by Tenant, including tenant’s trade fixtures, as defined here.


 


Tenant’s trade fixture – any property
installed in or on the premises by Tenant for purposes of trade, manufacture,
ornament, or related use.


 


 


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Term – the period of time during which Tenant
has a right to occupy the premises.


 


Termination – the ending of the term for any
reason before expiration, as defined here.


 


27.8                           Captions:  Table of Contents


 


The captions
of this lease shall have no effect on its interpretation.


 


27.9                           Singular
and Plural


 


When required
by the context of this lease, the singular shall include the plural.


 


27.10                     Joint
and Several Obligations


 


“Party” shall
mean Landlord or Tenant; and if more than one person or entity is Landlord or
Tenant, the obligations imposed on that party shall be joint and several.


 


27.11                     Severability


 


The unenforceability,
invalidity, or illegality of any provision shall not render the other
provisions unenforceable, invalid, or illegal.


 


	
   

  	
  ELIZABETH PROPERTIES TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Elizabeth Zahn

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  	
  Landlord

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GOLDEN NUGGET, INC.

  a Nevada corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Steve Wynn

  
	
   

  	
   

  	
  Its

  	
  President

  
	
   

  	
   

  
	
  [Corporate Seal]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ [Illegible]

  
	
   

  	
   

  	
  Its

  	
  Exec. Vice
  President

  
	
   

  	
   

  	
  Tenant

  



 


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