exv10w17xay



 




Exhibit
10.17(a)



FIRST AMENDMENT

TO HOTEL LEASE




     This First Amendment to the Hotel lease (First Amendment) is entered into effective August 14,
2003 by and between CP Laughlin Realty, LLC, a Delaware limited liability company, as lessor
(“Lessor”), and Columbia Properties Laughlin, LLC, a Nevada limited liability company, as Lessee
(“Lessee”).



     WHEREAS,
the Lessor and Lessee entered into a Hotel Lease dated August 12, 2003 (the “Lease”),
and



     WHEREAS, the Lessor and Lessee hereto desire to amend the Lease in accordance with the terms
of this First Amendment.



     NOW, THEREFORE, for and in consideration of the mutual promises, agreements, covenants,
representations and warranties of the Lessor and Lessee contained herein and in the Lease, the
receipt and sufficiency of which are hereby acknowledged, the Lessor and Lessee agree that the
Lease is hereby amended as follows:




	 	1.	 	Base Rent. Section 3.1 of the lease is hereby amended and
restated as follows:
	 
	 	 	 	Lessee shall pay to Lessor a base rent (“Rent”) during the period from the
Commencement Date through the earlier of one hundred eighty (180) days after the
Commencement Date or the Transfer
Date under the Call and Put Option Agreement dated                     
(the “Parking Period”), between Primrose Acquisitions Inc. and Columbia Properties,
Greensboro, Ltd., an amount equal to Lessor’s interest obligations under that
certain Loan Agreement
with Wells Fargo Bank dated                      and the Subordinate
Promissory Note with Columbia Sussex Corporation dated                     , to be paid when and in the same increments as Lessor’s
obligations arise. Thereafter, Lessee shall pay to Lessor a base rent (“Rent”),
without deduction or offset, in arrears in equal consecutive monthly installments
commencing thirty (30) days after Parking Period and continuing thereafter on the
first day of each calendar month of the Lease Term in the amount described in the
table below for each month of the Lease Term. If the Parking Period shall end or
the Lease shall expire on a day other than the last day of a calendar month, the
Rent for any such month shall be prorated on the basis of a thirty (30) day month.
Rent shall be payable without notice or demand in lawful money of the United States
to Lessor at the address stated herein for notices as set forth in Section 15.5
below or to such other address or such other persons as Lessor may designate to
Lessee in writing.





 









 





	 	 	 	 	 
	1st through 12th month
	 	$	125,000	 
	13th through 24th month
	 	$	350,000	 
	25th through end of lease term
	 	$	425,000	 







	 	2.	 	Insurance. Section 3.4 of the lease is hereby amended to delete the second sentence of
this section and insert the following sentence:
	 
	 	 	 	“For purposes of this Section 3.4, the term
insurance shall include the insurance coverages specified in Exhibit A attached hereto.
	 
	 	3.	 	Article 7 Insurance is hereby amended and restated as follows:






	 	7.1	 	Liability Insurance. Lessee at its cost shall procure and maintain commercial
general liability and umbrella insurance as specified in Exhibit A attached hereto
insuring against any and all liability of Lessor, Lessee and their agents and
employees arising out of and in connection with the use or occupancy of the Hotel.
Both Lessor and Lessee shall be named as an additional insured, and the policies shall
contain contractual liability endorsements insuring the liability under the indemnity
covenants of this Lease.
	 
	 	7.2	 	Hotel Property Insurance. Lessee shall procure and maintain “all risk”
property insurance as specified in Exhibit A attached hereto attached hereto. The
proceeds of such insurance shall be used for the repair or replacement of the property
so insured. The insurance policy shall be issued in the names of Lessee and Lessor as
their interests appear, and shall provide that any proceeds shall be payable to Lessor
to the extent the claim exceeds $250,000.
	 
	 	7.3	 	Other Insurance. Lessee at its cost shall procure and maintain other
insurance as specified in Exhibit A attached hereton.






	 	4.	 	Conflicting Provisions. In the event of any conflict between the terms of this First
Amendment and any other provision of the Lease, the terms of this First Amendment shall be
deemed to control.
	 
	 	5.	 	Agreement Unchanged. The Parties agree that except as set forth in this First Amendment, the
Lease shall remain in full force and effect.





 









 






	 	6.	 	Counterparts. The Parties agree that this First Amendment may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which shall
constitute but one document.






IN WITNESS WHEREOF, the Lessor and Lessee have caused this First Amendment to be executed
and delivered by their duty authorized representatives as of the day and year first above
written.



	 	 	 	 	 	 	 	 	 
	Lessee:	 	 	 	Lessor:
	 
	 	 	 	 	 	 	 	 
	Columbia Properties Laughlin, LLC

a Nevada limited liability company	 	 	 	CP Laughlin Realty, LLC

a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ William J. Yung
	 	 	 	By:
	 	/s/ Theodore R. Mitchel
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Its: President	 	 	 	Its: Secretary/
Treasurer