**Exhibit 10.1**

 

CONFIDENTIAL TREATMENTREQUESTED BY POSTER FINANCIAL GROUP, INC. (CIK:0001278868)

 

LEASE AGREEMENT

 

## LEASESUMMARY UPON EXECUTION

 

1.               Casino:        GNLV, CORP., dba GoldenNugget Hotel & Casino, 129 Fremont Street, Las Vegas, NV 89101.

 

2.               Premises/Property:                                       That portion of a “right-of-way” consisting ofThree Thousand Three Hundred Seventy-five (3,375), to be vacated and morespecifically defined in attached Exhibit “A,” located at 25 FremontStreet, Las Vegas, Nevada 89101.

 

3.               Term of Lease:                                                                  Thirty-Five (35) Lease Years (as hereinafterdefined) commencing on the Rent Commencement Date (as hereinafter defined) andexpiring on the Term Expiration Date (as hereinafter defined), unless thisLease is terminated earlier as elsewhere provided herein.

 

4.               Rent Commencement Date:                                                 Shall be the first (1st) day of thefirst (1st) month following the approval of vacation of the Propertyby the City of Las Vegas, Fremont Street Experience, LLC, and any and allnecessary Governmental Agencies, and Public Utilities.

 

5.               Extension Option(s):                                   Four (4) options of Sixteen (16) Lease Years each.

 

6.               Options to Purchase:                                Lessee may purchase the Property on the TermExpiration Date, or on the expiration of any Renewal.

 

7.               Utility Services: Payable by Lessee.

 

8.               Permitted Use: Any Legal Use including all current and/or future rights to alleasements, right of ways, street, and vacated right of ways, whetherterrain/subterranean and/or air rights.

 

9.               Guarantor:                                    None

 

10.         Taxes:               Lessee pays allreal property taxes.

 

11.         Improvements:                 Lessee shall beafforded uninhibited discretion in the construction of any new structureincluding signage, all of which Lessee will bear associated costs.

 

12.         Condition Precedent:                                Leaseis contingent upon the approval of the City of Las Vegas, Fremont StreetExperience, LLC, and any and all necessary Governmental Agencies.  Lessor shall specifically execute any suchdocumentation as may be necessary and cooperate with Lessee in obtaining theinstant and desired vacation of right-of-way of Premises.

 

 

13.         Addresses:

 

Lessor:                                                                                                                                 Mr. Abraham Schiff

25 Fremont Street

LasVegas, NV 89101.

 

Lessee:                                                                                                                                GNLV, Corp., dba Golden Nugget Hotel &Casino

c/oJoanne Beckett, ESQ.

SeniorVice President/General Counsel

The GoldenNugget Hotel & Casino

129 FremontStreet

Las Vegas, NV 89101

 

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CONFIDENTIAL TREATMENTREQUESTED BY POSTER FINANCIAL GROUP, INC. (CIK:0001278868)

 

                                                THIS LEASE AGREEMENT (the “Lease”) is entered intothis date by and between Abraham Schiff,an individual (the “Lessor”), and GNLV, CORP., dba Golden Nugget Hotel& Casino (the “Lessee”).

 

                                                In consideration of the covenants, agreements, andstipulations herein contained on the part of the Lessee to be paid, kept, andfaithfully performed, the Lessor does hereby lease, demise, and let unto theLessee certain real property situated in the City of Las Vegas, County ofClark, State of Nevada (the “Property” or the “Premises”), described in Exhibit“A”.

 

WHEREAS: The Lessor will provide the ThreeThousand Seventy-five (3,375), square/feet of real property described inExhibit A, Las Vegas, Nevada 89101, to theLessee for its commercial use.

 

WHEREAS: The Lessor, through this Lease, grantsthe Lessee the right of first refusal to purchase the Property during theentire term of the Lease, which the Lessor desires to accept, at any time thata bona fide purchase offer is made on the Property.

 

WHEREAS: The Lessor, through this Lease, grantsthe Lessee an option to purchase the Property upon the completion of the Termof this Lease.

 

WHEREAS: The Lessee hereby accepts this Lease and agrees to pay to theLessor the Fixed Minimum Rent stated below for the Term of this Lease in themanner detailed in this Lease, only upon the condition that an appropriatevacation is approved and obtained on the Property within two (2) years from thedate of this Lease.

 

In consideration of the leasing of the Propertyand of the mutual agreements contained herein, each Party does hereby expresslycovenant and agree to and with the other, as follows:

 

 

ARTICLE I

 

DESCRIPTION OF PROPERTY

 

Section 1.1.                                   Theleased property consists of certain realproperty comprising Three Thousand Seventy-five (3,375), square/feet ofreal property located at 25 Fremont Street,Las Vegas, Nevada 89101, and more fully described in Exhibit “A”.

 

 

ARTICLE II

 

TERM

 

Section 2.1.                                   TheTerm on this Lease shall be for a period of Thirty-Five(35) years commencing on the Rent Commencement Date and expiring on the TermExpiration Date.

 

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CONFIDENTIAL TREATMENTREQUESTED BY POSTER FINANCIAL GROUP, INC. (CIK:0001278868)

 

Section 2.2.                                   The Rent Commencement Date shall be the first (1st)day of the first (1st) month following the approval of a vacationof the Property by the City of Las Vegas, Fremont Street Experience, L.L.C.,and any and all necessary Governmental Agencies, and Public Utilities.

 

Section 2.3.                                   TheLessee shall be granted Four (4) consecutive Sixteen (16) year options to renewthe Lease pursuant to the terms and conditions of the Lease.

 

Section 2.4.                                   Immediately following approval of a vacation ofthe Property by the City of Las Vegas, Fremont Street Experience, L.L.C., andany and all necessary Governmental Agencies and Public Utilities, Lessor shalldeliver the Premises to Lessee.  From thedate Lessor delivers possession of the Premises to Lessee until the RentCommencement Date, Lessee shall observe and perform all obligations of Lesseehereunder other than payment of Fixed Minimum Rent.

 

Section 2.5.                                   Expirationof the Term.

 

(a)  This Lease shall expire at the end of theTerm or any exercised options thereof without the necessity of any notice fromeither Lessor or Lessee.  The Lesseehereby waives notice to vacate or quit the Premises and agrees that Lessorshall be entitled to the benefit of all provisions under this Lease respecting thesummary recovery of possession of the Premises from Lessee holding over to thesame extent as if statutory notice had been given.

 

(b)  Lessee shall have no right to quit thePremises, cease to operate its business, cancel or terminate this Lease exceptas such right is expressly granted to Lessee herein.

 

Section  2.6.                                HoldingOver.  If, at the expiration of theTerm, Lessee continues to occupy the Premises with or without Lessor’s consent,its tenancy shall become month-to-month. Lessee shall be subject to all theconditions of this Lease excepting the Term thereof and Lessee’s obligation topay hold-over rent equal to one hundred twenty percent (120%) of the monthlyFixed Minimum Rent (as adjusted yearly pursuant to Section 3.1) payable byLessee immediately prior to expiration of the Term.

 

 

ARTICLE III

 

RENT

 

Section 3.1. Rent.

 

                                                (a) Commencing on the Rent Commencement Date, andfor the duration of the Lease Term, the Lessee agrees to pay the Lessor Rent onthe first day of each and every calendar month thereafter. The Rent shall be**[CONFIDENTIAL](1)** during the first year of the Lease Termand shall increase each year thereafter by Three Percent (3%).  In this regard, the Three Percent (3%) RentalIncrease shall be compounded yearly as defined in Exhibit “B”.

 

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(1)                                  ConfidentialTreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the Securities and Exchange Commission.

 

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CONFIDENTIAL TREATMENTREQUESTED BY POSTER FINANCIAL GROUP, INC. (CIK:0001278868)

 

If Lessee exercises any of the Renewal Optionsprovided herein, the Rental Rate shall continue to increase at Three Percent(3%) per year (again, compounded).

 

Section 3.2.                                   Late Charges and Rent Taxes.

 

                                                (a) Notwithstanding anything in this Lease to thecontrary, if Lessee fails to pay any Rents or any other sum due and owingLessor within ten (10) days following the due date of said Rents, then Lesseeshall pay a late charge of the greater of (i) ten percent (10%) of the amount due,or (ii) two percent (2%) of the amount due per month from the due date thereof.

 

                                                (b) Should any governmental taxing authorityacting under any present or future law, ordinance, or regulation, levy, assess,or impose a tax, excise and/or assessment (other than an income or franchisetax upon Lessor’s net income) upon Lessor with respect to Rents payable byLessee to Lessor, either by way of substitution for or in addition to anyexisting tax on land and buildings or otherwise, Lessee shall be responsible forand shall pay such tax, excise and/or assessment, or shall reimburse Lessor forthe amount thereof, as the case may be.

 

                                                (c) Commencing on the Rent Commencement Date andcontinuing thereafter throughout the Term of this Lease, Lessee agrees to payLessor, on demand, as additional rent (this obligation, together with all otheritems characterized as additional rent shall hereinafter be sometimescollectively referred to as “Additional Rent”), the annual Real Estate Taxesattributable to the Premises, to be due and payable as billed by Lessor.  The term “Real Estate Taxes” shall mean andinclude all real estate taxes, assessments, and other governmental impositionsand charges of every kind and nature whatsoever extraordinarily as well asordinary foreseen and unforeseen.  “RealEstate Taxes” shall not include income taxes, estate, gift, franchise, or othersimilar taxes, nor shall any overhead or profit be included.

 

                                                (d) This Lease shall be construed, for allpurposes, as a triple net lease and Lessee shall be responsible for the paymentof all costs, expenses and charges arising out of, or otherwise incurred inconnection with, the ownership, occupancy, operation or use of the Premises. Itis the intention of the parties hereto that Lessee shall pay, in addition tothe Fixed Minimum Rent and the Additional Rent, the cost of all utilityservices as set forth in this Lease; all insurance premiums including fire,extended coverage and liability insurance premiums for the Premises real estatetaxes and assessments for the Premises; the cost of all repairs andreplacements to the Premises; and all other charges and expenses incident toand relating to the Premises.

 

 

ARTICLE IV

 

OPTION TO PURCHASE

 

Section 4.1.                                   At the completion of theTerm (35 Years), or upon the completion of any renewal period (16 Years), theLessee shall have the right to purchase the Property from the Lessor ata price equal to the fair market value of the of the land in its unimprovedcondition.

 

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CONFIDENTIALTREATMENT REQUESTED BY POSTER FINANCIAL GROUP, INC. (CIK:0001278868)

 

Section4.2.                                   Fairmarket value for sale of the Premises by Lessor to Lessee shall be determinedby the mean average of the two (2) M.A.I. Appraisers.  Such Appraisers shall be selected by Lessorand paid by  Lessee.

 

Section 4.3.                                   TheLessee shall notify the Lessor within Thirty (30) days that it is exercisingits right to purchase the property at a price equal to the fair market value ofthe land in its unimproved condition.

 

Section 4.4.                                   Upon Lessee’s electionto exercise the option, anddetermination of the purchase price by the appraisers, the Lessee shall pay thepurchase price to the Lessor within thirty(30) days following the determination of the purchase price.

 

Section 4.5.                                   The Lessor shalltransfer fee title to the Lessee by grant, bargain and sale deed free and clear ofall liens and encumbrances other than those agreed to in writing by the Lessee in its sole discretion.

 

 

ARTICLE V

 

RIGHT OF FIRST REFUSAL

 

Section 5.1.                                   Exceptas specifically provided herein, the Lessor shall not voluntarily sell,transfer, assign, or otherwise dispose of all or any part of the Propertywithout first offering to sell the Property to the Lessee.  The Lessor shall notify the Lessee in writingthat it has received a bona fide written offer to purchase the Property.

 

Section 5.2.                                   Withinthirty (30) days after receipt of the written offer by the Lessee, the Lesseemay purchase the Property on the terms set forth in the bona fide offerreceived by the Lessor.

 

Section 5.3.                                   Withinfive (5) days of the Lessee’s failure to exercise its right of first refusal,the Lessor will notify the Lessee in writing that it has failed to exercise itsright, and that the Lessor agrees to sell the Property to the party thatpresented the bona fide offer to purchase the Property

 

Section 5.4                                      Lessorshall have no obligation to notify Lessee, and Lessee shall have no Right ofFirst Refusal if Lessor transfers the Property to a family member, afamily-owned business entity, a trust or by or through a testamentaryinstrument.

 

Section  5.5.                                Upon the bankruptcy ofthe Lessor, the Lessee shall have the right to purchase the Property at a priceequal to the fair market value of the land in its unimproved condition.

 

                                                (a)                                  Fair market value forsale of the Premises by Lessor to Lessee shall be determined by the meanaverage of the two (2) M.A.I. Appraisers. Such Appraisers shall be selected by the appointed Bankruptcy Trusteeand the Lessee.  All selected Appraisersshall be paid by the

 

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CONFIDENTIAL TREATMENTREQUESTED BY POSTER FINANCIAL GROUP, INC. (CIK:0001278868)

 Lessee.

 

 

                                                (b)                                 In the event thatsuitable Appraiser cannot be selected, either the Bankruptcy Trustee or the Lessee mayapply to the Eighth JudicialDistrict Court, State of Nevada, for appointment of an arbitrator/appraiser, pursuant to the provisions of NRS 38.226.

 

                                                (c)                                  Upon Lessee’s electionto exercise its right to purchase the Property, and determination of the purchase price by the appraiser, the Lesseeshall pay the purchase price to the Lessor,or as designated by the Bankruptcy Trustee, within thirty (30) days followingthe determination of the purchaseprice.

 

                                                (d)                                 Title to the Propertyshall be transferred to the Lessee by grant, bargain and sale deed free and clear ofall liens and encumbrances other than those agreed to in writing by the Lessee in its sole discretion.

 

                                                (e)                                  The Lessee shall have sixty (60) days from the filingof bankruptcy to exercise its right to purchase the Property.

 

Section 5.5.                                   Uponthe bankruptcy of the Lessee, the Lessor shall have the right to sell theProperty at a price equal to the fair market value of the land in itsunimproved condition.  Fair market valueshall be determined by the mean average of the two (2) M.A.I. Appraisers.  Such Appraisers shall be selected and paid,one (1) each, by both the Lessor and Lessee.

 

## ARTICLEVI

 

 IMPROVEMENTS

 

Section 6.1 - Lessor’s Responsibilities.

 

                                                Intentionally omitted.

 

Section 6.2 - Lessee’s Responsibilities.  The Lessee, at its own cost and expense,shall do the following:

 

(a) Secure all permits andlicenses necessary for the construction of any of its installations and theprosecution of its work, and Lessee shall comply with all Requirements relatingto the conduct of said work.

 

(b) Construct the Premises and installations thereinand construct the balance of the leasehold improvements necessary to enableLessee to occupy the Premises in a good and workmanlike manner and incompliance with all Requirements pertaining to the Premises or Lessee’s usethereof.

 

(c) Lessee shall have the unfettered discretion andright to construct any building, real property improvement and other structureson, above, and /or under the Premises and to alter,

 

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CONFIDENTIAL TREATMENTREQUESTED BY POSTER FINANCIAL GROUP, INC. (CIK:0001278868)

 

improve, demolish,repair, etc., the same.  Such buildingsand other structures may consist of one or more stories, even a high risebuilding(s) if desired, which may but need not be related to and part of anybuildings or other structure(s) which Lessee may construct, own or lease on thePremises or on or about adjoining land.

 

(d)    If atsome point during the Term of this Lease or during the Term of any RenewalOption Period provided herein, Lessee acquires control (by purchase, lease, acquisitionof an owning entity, etc.) of the real property located at the followingaddresses:

 

(i)                                     132South 1st Street, Las Vegas Nevada (APN: 139-34-111-044);

(ii)                                  128South 1st Street, Las Vegas, Nevada (APN: 139-34-111-043);

(iii)                               126South 1st Street, Las Vegas, Nevada (APN: 139-34-111-042);

(iv)                              124South 1st Street, Las Vegas, Nevada (APN: 139-34-111-041); and

(v)                                 116South 1st Street, Las Vegas, Nevada (APN: 139-34-111-040),

 

  Lessor shall have the right, at its soleexpense, to seek to have the real property comprising the ten foot “strip”immediately adjacent to the Leasehold Premises (running between Lessor’s storelocated at 25 Fremont Street, Las Vegas Nevada (APN: 139-34-111-038) and theLeasehold Premises as described in Exhibit A hereto), vacated to allow Lessorto expand its Store to the west.  Lesseerepresents and warrants that not only will it voice no objection to theproposed vacation, but that it will take any and all steps necessary to assist Lessorin obtaining the vacation.

 

ARTICLE VII

 

USE OF PROPERTY

 

Section 7.1 - Manner of Operation of Business.

 

                                                (a) The Lessee shall obtain all necessary licensesfrom any and all governmental authorities and shall be licensed and qualifiedunder all applicable laws.

 

                                                (b) The Lessee assumes full responsibility, at itsown cost, to keep and maintain the Property neat, clean, in proper repair andorder, and shall not commit waste or permit a nuisance on the Property.

 

                                                (c) The Lessee agrees that it will collect any applicable casinoentertainment tax (“CET”) associated with the sale of merchandise from theProperty and will pay the same to the taxing authority on a timely basis, or ifnot permitted to pay the same directly, shall remit the CET due to Lessor no later than the 10th day of the month followingthe month in which the taxable sales occurred. Lessee shall make all documents containing information relative to thecomputation of the CET available for inspection upon notice by representativesof Lessor and the Gaming Authorities. This obligationshall continue beyond the expiration or sooner termination of this lease. Lessee shall be liable for any and all CET, interest andpenalties found to be payable in connection with the rendering of services orsale of merchandise from the Property as a result of understated

 

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CONFIDENTIALTREATMENT REQUESTED BY POSTER FINANCIAL GROUP, INC. (CIK:0001278868)

 

 taxable revenues,insufficiency of records or, if Lesseeisnot permitted to pay the CET directly to the taxing authority, then, if Lessee has timely remitted payment to Lessor as required in this Section, Lessee shall not be liable for the untimely payment ofthe CET to the taxing authority. Lesseerecognizesthat the former CET has been superseded by the LET, current and in full forceand effect as of January 1, 2004.

 

                                                (d) Nevada GamingCommission and State of Nevada Gaming Control Board

 

                                                                                                (i) Lessor acknowledgesthat Lessee conducts a business that is subject to and exists because of theprivileged licenses issued by governmental authorities in the State of Nevadathat regulate gaming and related matters. More specifically, Section 3.080 of the Nevada Gaming Regulationsprovides, in part, that such authorities may revoke suspend, limit or restrictany registrant or person found suitable if associated with an unsuitableperson.  Lessor therefore agrees that ifLessor, its officers, directors or employees are called forth by authorities ofNevada or any other jurisdiction, which subsequently has authority over Lesseefor a determination of suitability pursuant to NRS 463.167 or other applicablestatute, regulation, Lessor will cooperate in all respects with suchrequest.  Lessor agrees to  payall costs of such investigation and proceeding. In the event that the Lessor orany of Lessor’s owners shall be found unsuitable by the Gaming AuthoritiesLessor shall, within ninety (90) days of the initial determination ofunsuitability, assign its interest to a suitable party as determined by theNevada Gaming Authorities.

 

                                                                                                (ii) Lessee warrantsthat insofar as it is aware it currently conducts and will continue to conductits business in such a fashion as to comply with the standards of conductrequired by the Nevada Gaming Commission and State Gaming Control Board tomaintain its association with an unrestricted licensee as that term is definedin the statues and regulations of the State of Nevada.

 

Section 7.2.                                   Gift Shop. The Lessee shall have the right to construct or operate an “internal” giftshop on the Property.

 

Section7.3.                                   Public Access.  The Lessee shall not design, construct, orallow in any way, a public access on the Property, unless required by law.

 

 

ARTICLE VIII

 

UTILITY SERVICES

 

Section 8.1 - Utilities.  Lessee shall be solely responsible forpayment of all utilities and services provided to the Premises, including,without limitation, electricity, water, sewer service, gas, telephone service,heat, air conditioning, oven and stove exhaust cleaning, premises cleaningservice, window washing services, garbage disposal, and pest control. Lesseeshall also be responsible for and pay all connection or service fees inconnection with the provision to the Premises of such utilities andservices.  All costs of providing metersor sub-meters shall be paid by Lessee.

 

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CONFIDENTIAL TREATMENTREQUESTED BY POSTER FINANCIAL GROUP, INC. (CIK:0001278868)

 

ARTICLE IX

 

ALTERATIONS

 

Section 9.1.                                   Alterations and Remodeling.  Lessee,at its own expense, shall have the right, during the Term, to make alterations,changes and improvements to the Premises as Lessee may deem necessary for itsuse and business and shall have the unfettered discretion and right toconstruct any building, real property improvement and other structures on,above, and /or under the Premises and to alter, improve, demolish, repair, etc.,the same

 

 

ARTICLE X

 

LIENS

 

Section 10.1 - Indemnification by Lessee.  Lessee shall use reasonable efforts toprevent any liens from being filed against the Premises as a result of workperformed by, at the request or on behalf of Lessee.  Lessee shall indemnify and save harmlessLessor against all loss, liability, costs, attorney’s fees, damages or interestcharges as a result of any mechanic’s lien or any other lien caused to be  recorded against the Premises or Lessee’sleasehold estate therein as a result of acts or omissions of Lessee or itsagents, contractors and employees, and Lessee shall, within thirty (30) days ofthe filing of any such lien and written notice given to Lessee, remove, pay orcancel said lien or secure the payment of any such lien or liens by bond orother security reasonably acceptable to Lessor and pursuant to Chapter 108 ofthe Nevada Revised Statutes.

 

Section 10.2 - Lessee’s Right of Contest.  Lessee shall have the right at all times andat its own expense to contest and defend on behalf of Lessee or Lessor anyaction involving the collection, validity or removal of such lien or liens,upon giving to Lessor security reasonably acceptable to Lessor for payment ofsuch lien.

 

 

ARTICLE XI

 

INDEMNITY AND INSURANCE

 

Section 11.1.                             Indemnification.

 

                                                (a) Lessee shall defend, indemnify and save Lessorharmless from legal action, damages, loss, liability and any other expense(including reasonable attorney fees) in connection with loss of life, bodily orpersonal injury or property damage arising from or out of all acts, failures,omissions or negligence of Lessee, its agents, employees or contractors whichoccur on the Premises, unless and to the extent such legal action, damages,loss, liability or other expense (including reasonable

 

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CONFIDENTIAL TREATMENTREQUESTED BY POSTER FINANCIAL GROUP, INC. (CIK:0001278868)

 

attorney fees) results from any act, omission orneglect of Lessor, its respective agents, contractors, employees or Personsclaiming through it.

 

                                                (b) Lessee shall at all times during the Termhereof maintain in full force and effect a policy(s) of all risk insurancecovering all Lessee Personal Property, including alterations, improvements andbetterments to the Premises now existing or to be added.

 

Section 11.2.                             Lessee’s Insurance.  Lessee covenants and agrees that from andafter the date of delivery of the Premises from Lessor to Lessee, and duringthe Term, Lessee will carry and maintain, at its sole cost and expense, thefollowing types of insurance, naming as insureds Lessee, Lessor, Lessor’slenders and other parties with an insurable interest as designated by Lessor,in the amount specified and in the form hereinafter provided for with insurancecompanies authorized to do business in the state in which the Premises islocated and rated A-/VII or better in the most current edition of Best’sInsurance Report.  All policies shall bewritten as primary policies and not contributing with or in excess of thecoverage, if any, which Lessor may carry. Lessee may maintain any of its required insurance coverages underblanket policies of insurance covering said Premises and any other premises ofLessee, or companies Affiliated with Lessee, provided that the coverageafforded will not be reduced or diminished by reason of the use of such blanketpolicy.

 

                                                (a) CommercialGeneral Liability Insurance.  Lesseeshall keep in full force and effect commercial general liability insurance,which may include broad form property damage liability coverage, extendedbodily injury coverage.

 

                                                (b) PersonalProperty, Alterations, Improvements and Betterments.  Lessee shall at all times during the Termhereof maintain in full force and effect a policy(s) of all risk insurancewhich may include coverage for flood, earthquake, sprinkler damage, vandalismand malicious mischief, covering all Lessee Personal Property, includingalterations, improvements and betterments to the Premises now existing or to beadded.

 

                                                (c) Worker’sCompensation.  Lessee shall complywith all worker’s compensation insurance Requirements.

 

Section 11.3.                             Policy(s) and/orCertificates of Insurance.   The policy(s)of insurance set forth in Section 11.2 or certificate(s) of such insurance areto be provided by Lessee to Lessor prior to Lessor’s delivery of the Premisesto Lessee and at least annually thereafter or as requested by Lessor.  The coverage evidenced by the policy(s) orcertificate(s) of insurance will be for a period of not less than one (1) year,and will provide that Lessor be given written notice thirty (30) days prior tothe expiration, material alteration, cancellation, non-renewal or replacementof the existing policy(s).

 

Section 11.3.                             Waiver of Subrogation. Notwithstanding anything to the contrary contained elsewhere in thisLease, neither Lessor nor Lessee shall be liable to the other party or to anyinsurance company insuring the other party by way of subrogated rights orotherwise, for any loss or damage caused by fire or any other hazard or perilcovered by fire and extended coverage or all risk

 

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CONFIDENTIAL TREATMENTREQUESTED BY POSTER FINANCIAL GROUP, INC. (CIK:0001278868)

 

insurance, to the extent such loss or damage iscovered by insurance (or where insurance was required by this Lease) to anybuilding structure or other tangible property, or any resulting loss of income,even though such loss or damage may have been occasioned by the negligence ofsuch party, its agents or employees.

 

Section 11.4.                             Lessor Not Responsible for Acts of Others.  Lessorshall not be responsible or liable to Lessee, or those claiming by, through orunder Lessee, for any loss or damage to their person or property resulting fromthe acts or omissions of Persons occupying the Premises and/or any and all partthereof.

 

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## ARTICLEXII

 

 PROHIBITED USES

 

 Section12.1.                          Lessee shall not permit any Hazardous Material tobe sold, kept, used, stored or manufactured in, upon or about thePremises.  As used herein, the term “HazardousMaterial” means those substances, chemicals and mixtures as may be definedas “hazardous substances,” “hazardous materials”, “toxic substances,”“imminently hazardous chemical substance or mixture,” “pesticide,” “heavymetal,” “hazardous air pollutant,” “toxic pollutant,” “toxic waste,”“pollutant,” “regulated substance,” “asbestos,” “asbestos containing material,”“solid waste” “hazardous waste,” “medical waste,” or “radioactive waste” in anyof the following acts, as now or hereafter amended: the Toxic SubstancesControl Act, 15 U.S.C. Sec. 2601 et seq., the Comprehensive EnvironmentalResponse, Compensation, and Liability Act of 1980, 42 U.S.C. Sec. 9601 et seq,the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sec. 5901 etseq., the Federal Hazardous Substances Act, 15 U.S.C. Sec. 1261 et seq., theFederal Water Pollution Control Act, 33 U.S.C. Sec. 1251 et seq., the Clean AirAct, 42 U.S.C. Sec. 7401, et seq., the Federal Insecticide, Fungicide, andRodenticide Act, 7 U.S.C. Sec. 136 et seq., the Emergency Planning andCommunity Right to Know Act of 1986, 42 U.S.C. Sec. 11001 et seq., theOccupational Safety and Health Act of 1970, 29 U.S.C. Sec. 651 et seq., theHazardous Materials Transportation Act, 49 U.S.C. Sec. 1801 et seq., thestatutes of the State of Nevada found currently at ch. 444, 445, 459, 477, 590,618 or in the Uniform Fire Code, 1991 edition and the rules, orders andregulations now in effect or promulgated and effective hereafter pursuant toeach respective law listed above as well as such other substances, materialsand wastes which are regulated under applicable Requirement, or which areclassified as hazardous or toxic under any Requirement.

 

 

## ARTICLEXIII

 

 SUBORDINATION AND ATTORNMENT BY LESSEE

 

Section 13.1.                             Subordination of Lease.  ThisLease and the estate of Lessee hereunder shall be subject and subordinate to anyground lease, deed of trust, mortgage lien or charge or any reciprocal easementagreement or other operating agreement which now encumbers or which at any

 

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CONFIDENTIAL TREATMENTREQUESTED BY POSTER FINANCIAL GROUP, INC. (CIK:0001278868)

 

time hereafter may encumber the Premises (suchground lease, deed of trust, mortgage lien or charge, or any reciprocaleasement agreement or other operating agreement and any replacement, renewal,modification, consolidation or extension thereof being hereinafter referred toas an “Encumbrance”).  AnyEncumbrance shall be prior and paramount to this Lease and to the right ofLessee hereunder and all Persons claiming through and under Lessee, orotherwise, in the Premises. Lessee’s acknowledgment and agreement of subordinationprovided for in this Section 15.1 shall be self-operative and no furtherinstrument of subordination shall be required. However, Lessee, on Lessee’s behalf, and on behalf of all Personsclaiming through and under Lessee, covenants and agrees that, from time to timeat the request of Lessor or the holder of any Encumbrance, Lessee will executeand deliver any necessary or proper instruments or certificates reasonablynecessary to acknowledge or confirm the priority of the Encumbrance over thisLease and the subordination of this Lease thereto or to evidence Lessee’sconsent to any Encumbrance. Notwithstanding the foregoing, any holder of an Encumbrance may elect tothe extent possible that this Lease shall have priority over such Encumbranceand, upon notification of such election by the holder of such Encumbrance, thisLease shall be deemed to have priority over such Encumbrance, whether thisLease is dated prior to or subsequent to the date of such Encumbrance.

Section 13.2.                             Attornment by Lessee. Lessee agrees that if the holder of anyEncumbrance or any Person claiming under said Encumbrance shall succeed to theinterest of Lessor in this Lease, Lessee shall recognize and attorn to saidholder as Lessor under the terms of this Lease. Lessee agrees that it will,upon the request of Lessor, execute, acknowledge and deliver any and allinstruments necessary or reasonably requested by Lessor or its lender to giveeffect or notice of such attornment and failure of Lessee to execute any suchdocument or instrument on demand shall constitute a default by Lessee under theterms of this Lease.

 

 

## ARTICLEXIV

 

RIGHTS OF LESSOR

 

Section 14.1.                             TheLessor has a right to make payments on behalf of Lessee where Lessee defaultsin its payments or obligations under the terms of this Lease and fails to makesuch payments or perform such obligations within five (5) business days ofLessor’s notice to Lessee of such default. Said payments by Lessor shall be considered as additional rent and bedue and payable within thirty (30) days following receipt of Lessor’s billing.

 

 

## ARTICLEXV

 

 ASSIGNMENT AND SUBLETTING

 

Section 15.1.                             Lessor’s Consent Required.

 

                                                (a) Intentionally omitted.

 

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CONFIDENTIAL TREATMENTREQUESTED BY POSTER FINANCIAL GROUP, INC. (CIK:0001278868)

 

                                                (b) Any consent by Lessor to any assignment orsubletting, or other operation by a concessionaire, or licensee, shall notconstitute a waiver of the necessity for such consent under any subsequentassignment or subletting or operation by a concessionaire or licensee.

 

                                                (c) Reference anywhere else in this Lease to anassignee or sublessee shall not be considered as a consent by Lessor to suchassignment or subletting nor as a waiver against the same except asspecifically permitted in this Section 15.1.

 

                                                (d) Notwithstanding the foregoing provisions,Lessee shall have the right to assign or otherwise transfer this Lease orsublease the entire Premises (but not part of the Premises), to its parent orto a wholly owned subsidiary or to an entity which is wholly owned by the sameentity which wholly owns Lessee, and to a known and/or unknown and futureentity, without reserve, provided, however, that (i) the transferee shall,prior to the effective date of the transfer, deliver to Lessor, instrumentsevidencing such transfer and its agreement to assume and be bound by all theterms, conditions and covenants of this Lease to be performed by Lessee, all inform acceptable to Lessor, (ii) Lessee shall not be in default under thisLease.

 

Section 15.2.                             Insolvency Proceedings.  If anassignment of the Premises is caused by operation of law due to Lessee’svoluntary or involuntary insolvency proceedings under the Bankruptcy Reform Actof 1978 as amended, said assignment shall be subject to any and all conditionscontained in Section 365 of said Act or any other section pertaining to thetermination, assumption, assignment and rejection of executory contracts forleases.

 

 

## ARTICLEXVI

 

 CONDEMNATION

 

Section16.1.                             If the whole or substantially the whole of thePremises shall be taken for any public or quasi-public use, by right of eminentdomain or otherwise, or shall be voluntarily sold or conveyed in lieu ofcondemnation (but under threat of condemnation), then this Lease shallterminate as of the date when physical possession of the Premises is taken bythe condemning authority.  If less thanthe whole or substantially the whole of the Premises is so taken, sold orconveyed, then either Lessor or Lessee may terminate this Lease by givingwritten notice thereof to the other party prior to the date when physicalpossession of such portion of the Premises is taken by the condemning authorityif such taking, sale or conveyance substantially impairs access to the Premisesor the usefulness of the Premises for the purposes herein granted to Lessee, inwhich event this Lease shall terminate as of the date when physical possessionof such portion of the Premises is taken by the condemning authority.  Lessor hereby assigns to Lessee all right, titleand interest of Lessor in and to any award made for leasehold damages and/ordiminution in the value of Lessee’s leasehold estate.  Lessee shall have the right to claim suchcompensation as may be separately awarded or allocated by reason of the cost orloss to which Lessee may incur in removing Lessee’s merchandise, fixtures,leasehold improvements and equipment from the Premises or for damages resultingfrom the cessation, interruption or relocation of Lessee’s

 

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CONFIDENTIAL TREATMENTREQUESTED BY POSTER FINANCIAL GROUP, INC. (CIK:0001278868)

 

businessat the Premises.  Compensation as used inthis Article  XVI shall mean any awardgiven to Lessor for such taking, sale or conveyance in excess of, and free andclear of, all prior claims of the holders of any mortgages, deeds of trust orother security interests.  No suchtaking, sale or conveyance shall operate as or be deemed an eviction of Lesseeor a breach of Lessee’s covenant of quiet enjoyment.

 

## ARTICLEXVII

 

 DEFAULT

 

Section 17.1.                             Events of Default.  Each ofthe following shall be considered an “Event of Default” and shall giverise to and entitle Lessor and/or Lessee to the remedies provided for inSection  17.2, as well as any and allother remedies, whether at law or in equity, provided for or otherwiseavailable to Lessor and/or Lessee or as otherwise provided for in this Lease:

 

                                                (a) Lessee shall default in the payment of anyRents or charges, or in the payment of any other sums of money required to bepaid by Lessee to Lessor under this Lease, or as reimbursement to Lessor forsums paid by Lessor on behalf of Lessee in the performance of the covenants ofthis Lease, and said default is not cured within  five (5) days after receipt of written noticethereof from Lessor.

 

                                                (b) Lessee shall default in the performance of anyother covenants, terms, conditions, provisions, rules and regulations of thisLease excepting those items listed in Section 17.1(a) and such default is not cured within thirty (30) days afterwritten notice thereof given by Lessor, excepting such defaults that cannot becured completely within such thirty (30) day period providing Lessee, withinsaid thirty (30) day period, commences the curing thereof and continuesthereafter with all due diligence to cause such curing to proceed tocompletion.

 

                                                (d) There is commenced any case in bankruptcyagainst the original named Lessee, any assignee or sublessee of the originalnamed Lessee, any then occupant of the Premises or any guarantor of all or anyof Lessee’s obligations hereunder (collectively “Key Persons”) or anorder for relief is entered with respect to any Key Person or there isappointed a receiver or trustee to take possession of any of the assets of anyKey Person or the Premises or any Key Person applies for or consents to suchappointment, or there is a general assignment by any Key Person for the benefitof creditors, or any action is taken by or against any Key Person under anystate or federal insolvency or bankruptcy act, or any similar law now orhereafter in effect or any property of any Key Person is taken or seized underlevy of execution or attachment, or any Key Person admits in writing itsinability to pay its debts as they mature.

 

                                                (e) The sale of Lessee’s interest in the Premisesunder attachment, execution or similar legal process.

 

(f) All cure periods provided inthis Lease shall run concurrently with any periods provided by law.

 

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CONFIDENTIAL TREATMENTREQUESTED BY POSTER FINANCIAL GROUP, INC. (CIK:0001278868)

 

Section 17.2.                             Remedies and Damages. Notwithstanding any termination of this Lease ortermination of Lessee’s rights to possession, whether by summary proceedings orotherwise, Lessee shall pay and be liable for (on the days originally fixedherein for the payment thereof) the several installments of Rent as if thisLease had not been terminated.

 

Section 17.3.                             Default by Lessor.  If Lessorfails or refuses to perform any of the provisions, covenants or conditions ofthis Lease on Lessor’s part to be kept or performed, Lessee, prior toexercising any right or remedy Lessee may have against Lessor on account ofsuch default, shall give written notice to Lessor and Lessor shall not bedeemed in default if the same is cured within thirty (30) days of receipt ofsaid notice.  Notwithstanding any otherprovision hereof, Lessee agrees that if the default complained of in the noticeprovided for by this Section 19.6 is of such a nature that the same can berectified or cured by Lessor, but cannot with reasonable diligence be rectifiedor cured within said thirty (30) day period, then such default shall be deemedto be rectified or cured if Lessor within said thirty (30) day period shallcommence the rectification and curing thereof and shall continue thereafterwith all due diligence to cause such rectification and curing to proceed to completion.  Lessee shall not be responsible for Rents dueand disputed and until such default is timely cured and, further, Lessee shallbe entitled to a pro rata deduction/reduction in Rents, beginning on the firstdate of which Lessor has been notified in writing and per the terms of thisagreement, hereunder.

 

## ARTICLEXVIII

 

 NOTICES

 

Section 18.1.                             Any and all notices and demands by or from Lessorto Lessee, or by or from Lessee to Lessor, required or desired to be givenhereunder shall be in writing and shall be validly given or made if servedeither personally or if deposited in the United States mail, certified orregistered, postage prepaid, return receipt requested, or if delivered by anationally recognized next day delivery courier service.  If such notice or demand be served byregistered or certified mail or by courier service in the manner provided,service shall be conclusively deemed given the first business day delivery isattempted or upon receipt, whichever is sooner. Notices shall be addressed in accordance with Section  13 of the Lease Summary.   Either party may change its address for thepurpose of receiving notices or demands as herein provided by a written noticegiven in the manner aforesaid to the other party hereto, which notice of changeof address shall not become effective, however, until the actual receiptthereof by the other party.

 

 

ARTICLE XIX

 

MISCELLANEOUS

 

Section 19.1 - Accord and Satisfaction.  No payment by Lessee or receipt by Lessor ofa lesser amount than any payment of Rents herein stipulated shall be deemed tobe other than on account of

 

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CONFIDENTIAL TREATMENTREQUESTED BY POSTER FINANCIAL GROUP, INC. (CIK:0001278868)

 

the earliest stipulated Rents, nor shall anyendorsement or statement on any check or any letter accompanying any check orpayment of Rents be deemed an accord and satisfaction, and Lessor may acceptsuch check or payment without prejudice to Lessor’s right to recover thebalance of such Rents or pursue any other remedy provided for in this Lease oravailable at law or in equity.

 

Section 19.2 - Complete Agreement.  The parties hereto acknowledge that all ofthe terms and covenants contained herein were reviewed by both parties and/ortheir counsel hereto and all negotiations, consideration, representations,inducements and understandings between the parties are incorporated herein, andmay be modified or altered only by agreement, in writing, between theparties.  This Lease contains the entireagreement between the parties hereto, and no agent, representative, employee orofficer of Lessor has or had authority to make or has made any statement,agreement or representation, either oral or written, in connection herewith,modifying, adding or changing the terms and conditions herein set forth.  No present or past dealings or custom betweenthe parties shall be permitted to contradict or modify the terms hereof.  No modification of this Lease shall bebinding unless such modification shall be in writing and signed by the partieshereto.  Unless otherwise expressly setforth in writing herein, Lessee acknowledges that there are no agreements,promises, representations, warranties or covenants by Lessor or its agents oremployees as to the following types of matters, including, without limitation:  (a) exclusive rights to sell goods and/orservices, (b) limitations on or restrictions against competing businesses uponthe Premises, (c) the future opening of other stores or businesses, (d)expected per square foot or total sales from the Premises, (e) type or qualityof existing or prospective Lessees located or to be located in the Casino, (f)work to be performed by Lessor in improving Lessee’s Premises, (g) contributionby Lessor towards Lessee’s leasehold improvement costs, or (h) promotion and/oradvertising of Lessee’s business and/or products or services.

 

Section 19.3 - Governing Law. The laws ofthe State of Nevada shall govern the validity, construction, performance andeffect of this Lease.  Any legal suit,action or proceeding against Lessor and/or Lessee arising out of or relating tothis Lease shall be instituted in any federal or state court in Clark County,Nevada, and each party waives any objection which it may now or hereafter haveto the laying of venue of any such suit, action or proceeding, and each partyhereby irrevocably submits to the jurisdiction of any federal or state court inClark County, Nevada.

 

Section 19.4.                             Compliance with Governmental Authorities.  Lessee,at its own expense, shall comply with all Requirements which shall impose anyduty upon Lessor or Lessee with respect to the improvement, use, occupation oralteration of the Premises by Lessee, including, but not limited to,Requirements of the Americans with Disabilities Act which may be applicablethereto.  Lessee agrees to indemnify andsave Lessor harmless from and against any penalty, damage or charge imposed forany violation by Lessee, its assignees, sublessees, licensees, agents andemployees of any said Requirements.

 

Section 19.5.                             Brokerage.  Lessee and Lessor covenant andagree to pay, hold harmless and indemnify the other from and against any andall costs, expenses or liability for any compensation, commissions and chargesclaimed by any broker or agent alleging to have dealt with the indemnifyingparty with respect to this Lease or the negotiation hereof except for VoitCommercial

 

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CONFIDENTIAL TREATMENTREQUESTED BY POSTER FINANCIAL GROUP, INC. (CIK:0001278868)

 

Brokerage which Lessee shall be responsible forthe payment of any fees or commissions due to said Broker (including, withoutlimitation, the cost of legal fees in connection therewith).

 

Section 19.6.                             Effective Date of Lease. Submission of this Lease by Lessor forexamination or execution by Lessee does not constitute a reservation of noroption for Lease, and this instrument shall not become effective as a lease orotherwise, or become effective and binding upon the parties in establishing therelationship of Lessor and Lessee, until execution by and delivery to bothLessor and Lessee.

 

Section 19.7.                             Estoppel Certificates.  Lesseeagrees at any time, upon not less than ten (10) days prior written request byLessor, to execute, acknowledge and deliver to Lessor a written statementcertifying that this Lease is unmodified and in full force and effect (or, ifthere has been modifications, that the same is in full force as modified andstating the modifications), the dates to which the Rents have been paid inpursuant to this Lease and such other certification concerning this Lease asmay be reasonably required by Lessor or Lessor’s mortgagee.  Lessee further agrees that such statement maybe relied upon by any mortgagee or prospective purchaser of the fee or assigneeof any mortgage on the fee of the Premises.

 

Section 19.8.                             Force Majeure.  Lessor and/or Lessee shall beexcused for the period of delay in the performance of any of their respectiveobligations hereunder, except their respective obligation to pay any sums ofmoney due under the terms of this Lease, and shall not be considered indefault, when prevented from so performing by cause or causes beyond Lessor’sor Lessee’s control, including, but not limited to, all labor disputes, civilcommotion, war, fire or other casualty, governmental regulations, statutes,ordinances, restrictions or decrees, or through acts of God.  Notwithstanding anything to the contrarycontained in this Section, in the event any work performed by Lessee orLessee’s contractors results in a strike, lockout and/or labor dispute, suchstrike, lockout and/or labor dispute shall not excuse the performance by Lesseeas provided for herein.

 

Section 19.9.                             Partial Invalidity.  If anyterm, covenant or condition of this Lease, or any application thereof, shouldbe held by a court of competent jurisdiction to be invalid, void or unenforceable,all terms, covenants and conditions of this Lease, and all applicationsthereof, not held invalid, void or unenforceable, shall continue in full forceand effect and shall in no way be affected, impaired or invalidated thereby.

 

Section 19.10.                       Memorandum of Lease.  Lesseeshall record a “Memorandum of Lease,” within Thirty (30) days of the date ofthis Lease.

 

Section 19.11.                       Quiet Enjoyment.  Subject to the terms andconditions of this Lease and to any Encumbrances to which this Lease issubordinate, Lessor hereby covenants and agrees that if Lessee shall performall of the covenants and agreements herein stipulated to be performed onLessee’s part, Lessee shall at all times during the continuance hereof have thepeaceful and quiet enjoyment and possession of the Premises without any mannerof hindrance from Lessor or any Person or Persons lawfully claiming thePremises, save and except in the event of the taking of the

 

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CONFIDENTIAL TREATMENTREQUESTED BY POSTER FINANCIAL GROUP, INC. (CIK:0001278868)

 

Premises by public or quasi-public authority ashereinbefore provided.

 

Section 19.12.                       Section Headings.  The section headings and titleheadings contained herein are for convenience only and do not define, limit,construe or amplify the contents of such sections.

 

Section 19.13.                       Successors and Assigns.  Theconditions, covenants and agreements contained in this Lease shall be bindingupon and inure to the benefit of the parties hereto and their respective heirs,executors, administrators, successors and permitted assigns.

 

Section 19.14.                       Waiver.

 

                                                (a) Lessor and Lessee shall have the right at alltimes to enforce the covenants, conditions and legal rights or remedies of thisLease in strict accordance with the terms thereof, notwithstanding any conductor custom on the part of Lessor or Lessee in refraining from so doing at anytime or times.  No failure by Lessor orLessee to insist upon the strict performance of any term or condition of thisLease or to exercise any right or remedy available, legal or equitable, for abreach thereof, and no acceptance by Lessor of full or partial Rents during thecontinuance of any such breach by Lessee shall constitute a waiver of any suchbreach or any such term, condition or right.

 

                                                (b) No term or condition of this Lease required tobe performed by Lessor or Lessee, and no breach thereof, shall be waived,altered or modified except by a written instrument executed by the other party.

 

                                                (c) A waiver by Lessor in respect to any Lessee ofthe Premises shall not constitute a waiver in favor of any other Lessee.

 

                                                (d) No waiver by Lessor or Lessee of the breach ofany condition, covenant or provision of this Lease shall excuse a future breachof the same condition, covenant or provision or of any other condition,covenant or provision of this Lease.

 

                                                (e) After the service of any notice orcommencement of any suit, or final judgment therein, Lessor may receive andcollect any Rents due, and such collection or receipt shall not operate as awaiver of nor affect such notice, suit or judgment unless the collection byLessor of such Rents fully settles the subject matter of such notice, suit orjudgment.

 

Section 19.15.                       Exculpation.  If Lessor shall fail to performany covenant, term or condition of this Lease upon Lessor’s part to beperformed and, as a consequence of such default, Lessee shall recover a moneyjudgment against Lessor, such judgment shall be satisfied only out of theproceeds of sale received upon the execution of such judgment and levy thereonagainst the right, title and interest of Lessor in the Premises and out ofrents or other income from the Premises receivable by Lessor or out of theconsideration received by Lessor from the sale or other disposition of all orany part of Lessor’s right, title and interest in the Premises.  Neither Lessor nor any of the partners,beneficiaries, officers, directors, venturers, shareholders or Affiliatedentities of Lessor shall be

 

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CONFIDENTIAL TREATMENTREQUESTED BY POSTER FINANCIAL GROUP, INC. (CIK:0001278868)

 

personally liable for any deficiency.

 

Section 19.16.                       Transfer of Lessor’s Interest.  Lessorshall be liable under this Lease only while owner of the Premises.  If Lessor should sell or otherwise transferLessor’s interest in the Premises, then such purchaser/transferee shall beresponsible for all of the covenants and undertakings thereafter accruing ofLessor.  Lessee agrees that Lessor shall,after such sale or transfer of Lessor’s interest, have no liability to Lesseeunder this Lease or any modification or amendment thereof, or extensions orrenewals thereof, except for such liabilities which might have accrued prior tothe date of such sale or transfer of Lessor’s interest to suchpurchaser/transferee.

 

Section 19.17.                       Time of the Essence.  Time isof the essence of this Lease and all of the terms, covenants and conditionshereof.

 

Section 19.18.                       Remedies Cumulative.  Thevarious rights, options, elections and remedies of Lessor contained in thisLease shall be cumulative and no one of them shall be construed as exclusive ofany other, or of any right, priority or remedy allowed or provided for by lawand not expressly waived in this Lease.

 

Section 19.19.                       Joint Liability.   If Lessee now or hereaftershall consist of more than one Person, then all such Persons shall be jointlyand severally liable as Lessee hereunder.

 

Section 19.20.                       Drafting.   This Lease shall not beconstrued either for or against Lessor or Lessee, but shall be interpreted inaccordance with the general tenor of its language.

 

Section        19.21.                  Perpetuities.  If for any reason the RentCommencement Date has not occurred within two (2) years of the date hereof,then this Lease shall thereupon terminate and neither party shall have anyfurther obligation hereunder (except with respect to matters that arose beforesuch termination).

 

Section 19.22.                       Consents.  Where in this Lease, or in anyrules and regulations imposed by Lessor hereunder, Lessor’s or Lessee’s consentor approval is required and is expressly not permitted to be unreasonablywithheld, such consent or approval shall also not be permitted to beunreasonably conditioned or delayed.

 

                                                INWITNESS WHEREOF, the parties hereto have executed these presents, the day andyear first written above.

 

Mr. Abraham Schiff, LESSOR

By:  /s/Abraham Schiff

 

Date:  Sept.3, 2004

 

 

GNLV, CORP., dba Golden Nugget, LESSEE

 

By:  /s/Timothy N. Poster

 

Title: Chairman of the Board & CEO

 

Date: September 3, 2004

 

 

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CONFIDENTIAL TREATMENTREQUESTED BY POSTER FINANCIAL GROUP, INC. (CIK:0001278868)

 

EXHIBIT “A”

 

Depiction of Premises

 

**LEGAL DESCRIPTION**

**FIRST STREET**

**PARCEL 5**

BEINGA PORTION OF FIRST STREET AS SHOWN ON THAT MAP OF CLARK’S LAS VEGAS TOWNSITE ONFILE IN BOOK 1 OF PLATS, PAGE 37 IN THE OFFICE OF THE CLARK COUNTY RECORDER’SOFFICE, BEING A PORTION OF THE NORTHWEST QUARTER (NW *%)*OF SECTION 34, TOWNSHIP 20 SOUTH, RANGE 61 EAST, M.D.M.,CITY OF LAS VEGAS CLARK COUNTY, NEVADA,MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING****AT THE SOUTHEAST CORNER OF LOT 31, BLOCK 3OF SAID MAP, SAID POINT BEING ON THE WESTERLYRIGHT-OF-WAY LINE OF FIRST STREET AS DEDICATED PER SAID MAP;

THENCE ALONG THE EASTERLY LINE AND WESTERLY RIGHT-OF-WAYLINE THEREOF NORTH27°54’29” EAST, A DISTANCE OF 115.00 FEET;

THENCE DEPARTING SAID EASTERLY LINE AND WESTERLYRIGHT-OF-WAY LINE, SOUTH 62°04’40” EAST. A DISTANCE OF 10.00 FEET;

 

THENCE NORTH 72°55’20” EAST, A DISTANCE OF 21.21 FEET;

 

THENCE SOUTH 62°04’40” EAST, A DISTANCE OF 15.00 FEET;

THENCE SOUTH 27°54’29” WEST, A DISTANCE OF 109.93 FEET TOA NON-TANGENT 26.00 FOOT RADIUS CURVE, THROUGH WHICH A RADIAL LINE BEARS SOUTH 28°13’37” WEST. SAID CURVE DESCRIBES THE BACKOF CURB LINE AS IT NOW EXISTS;

THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE AND CURBLINE CONCAVE SOUTHWESTERLY THROUGH A CENTRAL ANGLE OF 05°21’43”, AN ARC LENGTHOF 2.43 FEET TO A COMPOUND 30.25 FOOT RADIUS CURVE, THROUGH WHICH A RADIAL LINEBEARS SOUTH22°51’54” WEST;

THENCE WESTERLY ALONG THE ARC OF SAID CURVE AND CURB LINE,CONCAVE SOUTHERLY THROUGH A CENTRAL ANGLE OF 65°18’13”, AN ARC LENGTH OF 34.48FEET;

THENCE DEPARTINGSAID CURB LINE, NORTH 62°04’4Q” WEST, A DISTANCE OF 11.74 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEWESTERLY TEN (10.00) FEET THEREOF.

CONTAINING3,375 SQUARE FEET, MORE OR LESS.

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CONFIDENTIAL TREATMENTREQUESTED BY POSTER FINANCIAL GROUP, INC. (CIK:0001278868)

 

[GRAPHIC OMITTED]

 

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CONFIDENTIALTREATMENT REQUESTED BY POSTER FINANCIAL GROUP, INC. (CIK:0001278868)

 

EXHIBIT “B”

 
| **Year** | ** ** | ** **        | ** ** |
|----------|------------|-------------------|------------|
|     |       | ** **        | ** ** |
| 1        |       | **[CONFIDENTIAL** | **]***     |
| 2        |       | **[CONFIDENTIAL** | **]***     |
| 3        |       | **[CONFIDENTIAL** | **]***     |
| 4        |       | **[CONFIDENTIAL** | **]***     |
| 5        |       | **[CONFIDENTIAL** | **]***     |
| 6        |       | **[CONFIDENTIAL** | **]***     |
| 7        |       | **[CONFIDENTIAL** | **]***     |
| 8        |       | **[CONFIDENTIAL** | **]***     |
| 9        |       | **[CONFIDENTIAL** | **]***     |
| 10       |       | **[CONFIDENTIAL** | **]***     |
| 11       |       | **[CONFIDENTIAL** | **]***     |
| 12       |       | **[CONFIDENTIAL** | **]***     |
| 13       |       | **[CONFIDENTIAL** | **]***     |
| 14       |       | **[CONFIDENTIAL** | **]***     |
| 15       |       | **[CONFIDENTIAL** | **]***     |
| 16       |       | **[CONFIDENTIAL** | **]***     |
| 17       |       | **[CONFIDENTIAL** | **]***     |
| 18       |       | **[CONFIDENTIAL** | **]***     |
| 19       |       | **[CONFIDENTIAL** | **]***     |
| 20       |       | **[CONFIDENTIAL** | **]***     |
| 21       |       | **[CONFIDENTIAL** | **]***     |
| 22       |       | **[CONFIDENTIAL** | **]***     |
| 23       |       | **[CONFIDENTIAL** | **]***     |
| 24       |       | **[CONFIDENTIAL** | **]***     |
| 25       |       | **[CONFIDENTIAL** | **]***     |
| 26       |       | **[CONFIDENTIAL** | **]***     |
| 27       |       | **[CONFIDENTIAL** | **]***     |
| 28       |       | **[CONFIDENTIAL** | **]***     |
| 29       |       | **[CONFIDENTIAL** | **]***     |
| 30       |       | **[CONFIDENTIAL** | **]***     |
| 31       |       | **[CONFIDENTIAL** | **]***     |
| 32       |       | **[CONFIDENTIAL** | **]***     |
| 33       |       | **[CONFIDENTIAL** | **]***     |
| 34       |       | **[CONFIDENTIAL** | **]***     |
| 35       |       | **[CONFIDENTIAL** | **]***     |
|     |       | ** **        | ** ** |
| Total    |       | **[CONFIDENTIAL** | **]***     |

 

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*                                         ConfidentialTreatment has been requested for the redacted portion.  The confidential, redacted portions have beenfiled separately with the Securities and Exchange Commission.

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