**Exhibit 10.6**

 

**SECONDAMENDMENT TO GROUND LEASE AND SUBLEASE**

 

This SECOND AMENDMENT TO GROUND LEASE ANDSUBLEASE (this “**Second Amendment**”)is entered into as of the 7th day of January, 1997 by and between KBENTERPRISES, a Nevada corporation (“**Landlord**”),and BOULDER STATION, INC., a Nevada corporation (“**Tenant**”).

 

**Recitals**

 

A.                                   Landlord and Tenantentered into that certain Ground Lease and Sublease dated June 1, 1993, asamended by that certain First Amendment to Ground Lease and Sublease dated June 30,1995 by and between Landlord and Tenant (the “**OriginalLease**” and, as amended by this Second Amendment, the “**Lease**”).

 

B.                                     Landlord andTenant desire to amend the Original Lease as provided herein.

 

**Agreement**

 

NOW, THEREFORE, in exchange for the mutualpromises and covenants contained herein, the sufficiency of which is herebyacknowledged by each of the undersigned, the undersigned parties agree asfollows:

 

1.                                       The OriginalLease is hereby amended by insertion of the following as Article XIII(Z):

 

*Z.**                                        Landlord Accomodations.*

 

*1.**                                              Defined.**                                           Landlordand Tenant acknowledge that Tenant’s improvements and operations on the Landhave been and will continue to be subject to various regulatory requirementsapplicable to the gaming industry, and that as a result of such requirements,Tenant or certain gaming regulatory agencies may request that Landlord take, orrefrain from taking, certain actions in order to accomodate Tenant’sdevelopment and operation of gaming facilities (collectively, **“Landlord****Accommodations******”****)*. *The result of suchLandlord Accommodations may even limit or dictate to whom Landlord can orcannot transfer the Land, enter into loans therewith or other activities whichrestrict the normal operation of income-producing property, thereby potentiallyimpacting the value. The compliance with any such request of LandlordAccommodation shall be in the sole discretion of the Landlord. Any granting orperformance by Landlord of any Landlord Accommodation shall be conditioned uponTenant’s agreement to Subsections (2) and (3) of this Section XIII(Z).*

 

*2.*                                              *Reimbursement of Expenses. Tenant shallpromptly reimburse Landlord, upon written demand and presentation to Tenant ofappropriate*

 

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*documentation, for any and all actual costs,direct and indirect, which Landlord incurs in the granting or performance ofLandlord Accommodations. Such reimbursable costs shall include, but not belimited to, reasonable attorneys’ fees and a reasonable allocation of Landlord’sinternal management expenses.*

 

*3.**                                             Landlord’sSale of Land.**                                  Inthe event Landlord or The Frank J. Fertitta and Victoria K. Fertitta FamilyTrust (**“DesignatedBeneficiary”**) contract to sell, transfer or convey the Land,Tenant shall reimburse Landlord for any Impairment of Value (as defined herein)of the Land which is caused directly or indirectly by Landlord Accommodations.*

 

*(a)**                                      Determinationof Impairment of Value.**“Impairment of Value”**shall mean the difference, if any between the contracted purchase price and thepurchase price ultimately paid at closing; provided, however, in no event shallthe contracted purchase price, for purposes of this calculation, exceed thefair market value of the Land as determined by Section I(K)(2) of theLease. In the event that a sale or transfer was terminated and that terminationwas “caused directly or indirectly by Landlord Accommodations,” the Impairmentof Value shall equal the contracted purchase price.*

 

*(b)**                                      Burdenof Proof*.*The Impairment of Valueshall be deemed to be “caused directly or indirectly by the LandlordAccommodations” if, and only if, Landlord can prove that Impairment of Valuewas attributable to one of the following:*

 

*(i)**                         restrictions imposed as aresult of Landlord Accommodations;*

 

*(ii)**                     Landlord or Designated Beneficiary’sinability to consummate a sale or conveyance of the Land in a timely mannercaused by the Landlord’s Accommodations; or*

 

*(iii)**                 costs and expenses attributable tocompliance with and seeking approvals related to Landlord Accommodations.*

 

*(c)**                                       Rightof First Refusal. In the event the Impairment of Value is more than fivepercent (5.0%) of the contracted purchase price, Landlord’s sale shall besubject to a right of first refusal by Tenant to purchase the Property at thecontracted purchase price, which right of first refusal will be deemed to bewaived unless exercised in writing within thirty (30) days of Landlord’s noticeto Tenant asserting an Impairment of Value and requesting payment therefore.*

 

*3*.                                             *Automatic Termination of This Section XIII(Z)*.*                             ThisLease shall be automatically amended, with no further execution of documents orother*

 

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*actions required, to delete this Section XIII(Z)in its entirety immediately upon the first to occur of any of the following:*

 

*(i)**                                 **Tenant consummates anacquisition of the Landlord’s Interest;*

 

*(ii)**                             **The Designated Beneficiaryno longer has any direct or indirect interest in the Land; or*

 

*(iii)**                         **The date on which theLandlord Accommodations are no longer in effect.*

 

2.                                              The termsand provisions of this Second Amendment shall be applicable only to theundersigned Landlord and Tenant and may not be assigned, transferred or conveyedto any other party whatsoever.

 

3.                                              Exceptas amended herein, the Lease remains in full force and effect, and Landlord andTenant ratify the Lease as amended herein.

 

4.                                              Allcapitalized terms used in this Second Amendment and not defined herein shallhave the meaning ascribed thereto in the Original Lease.

 

5.                                              ThisSecond Amendment shall be governed by and construed in accordance with the lawsof the State of Nevada.

 

6.                                              ThisSecond Amendment may be executed in any number of counterparts, each of whichshall be deemed an original and all of which together shall constitute one andthe same instrument.

 

WITNESS THE EXECUTION HEREOF by each of theundersigned, to be effective as of the date first set forth above.

 
| **LANDLORD**                             | ** **              | **TENANT**                               |
|------------------------------------------|-------------------------|------------------------------------------|
| ** **                               | ** **              | ** **                               |
| **KB Enterprises**, a Nevada corporation |                    | **Boulder Station, Inc.**, a Nevada |
|                                     |                    | corporation                              |
|                                     |                    |                                     |
| By:                                      |  /s/ W. J. Bullard |                                     |   | By: |  /s/ Scott M Nielson |   |
| Name:                                    | William J Bullard       |                                     |   | Name: | Scott M Nielson |   |
| Title:                                   | Secretary               |                                     |   | Title: | Secretary |   |
|                                          |                         |                                          |  |  |  |  |  |  |  |  |

 

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