1
EXHIBIT G
TO
PARTICIPATION AGREEMENT
LANDLORD WAIVER AND CONSENT
First Security Trust Company of Nevada,
not in its individual capacity,
but solely as Trustee,
000 Xxx Xxxxx Xxxxxxxxx
Xxxxx Xxx Xxxxx, Xxxxxx 00000
Attention: Corporate Trust Services
Ladies and Gentlemen:
Reference is made to that certain Lease Agreement, dated as of May 28,
1999 (the "Lease"), between Stratosphere Gaming Corp., a Nevada corporation
("Lessee"), and First Security Trust Company of Nevada, not in its individual
capacity, but solely as trustee ("Trustee").
Lessee is the lessee under a Facility Lease Agreement, dated as of
April 29, 1996 (the "Facility Lease Agreement"), between the Lessee and the
undersigned covering the premises located at 0000 Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx
Xxxxx, Xxxxxx 00000 and described more fully in the Facility Lease Agreement and
in Exhibit A attached hereto (the "Premises"). The undersigned is the sole owner
of the Premises.
Pursuant to the terms of the Lease, Lessee desires to lease certain
items of equipment and other personal property (the "Equipment") from Trustee to
be installed on the Premises and, in connection therewith, shall grant to
Trustee a security interest and lien in all of the Equipment installed on the
Premises. In order to enforce certain remedies under the Lease, Trustee seeks to
insure that it will be able to gain access to the Equipment installed on the
Premises and, among other things, the books and records of the Lessee relating
thereto (collectively, the "Collateral") and to remove the Equipment therefrom.
To induce Trustee to enter into the Lease and related security
arrangements, and for other good and valuable consideration, the undersigned
hereby agrees that until the obligations under the Lease and the other Operative
Documents (as defined in the Lease) have been indefeasibly paid in full:
2
LANDLORD WAIVER AND CONSENT
(a) it will not assert against any of the Collateral any
statutory or possessory liens, including, without limitation,
rights to levy or distraint for rent, all of which it hereby
waives;
(b) it will not terminate the Facility Lease Agreement
without the express written consent of the Required Lenders
(as defined in the Lease);
(c) none of the Collateral located on the Premises shall be
deemed to be fixtures or real property;
(d) it will notify Trustee if Lessee defaults on its
obligations to the undersigned under the Facility Lease
Agreement and allow the Trustee 30 days from its receipt of
notice in which to cure or cause Lessee to cure any such
defaults;
(e) if, for any reasons whatsoever, the undersigned either
deems itself entitled to redeem or to take possession of the
Premises during the term of the Lease or intends to sell or
otherwise transfer all or any part of its interests in the
Premises, the undersigned will notify Trustee 30 days before
taking such action; and
(f) if Lessee defaults on its obligations under the Lease
and as a result, Trustee undertakes to enforce its security
interest in the Collateral, the undersigned will permit
Trustee to enter upon the Premises after Trustee declares the
default under the Lease and gives written notice to the
undersigned with respect thereto. Trustee's right of entry
shall not be conditioned upon Lessee's payment of rent and
other amounts due and owing under the Facility Lease
Agreement. The undersigned agrees that, at Trustee's option,
Trustee may remove the Collateral from the Premises after the
undersigned receives written notice of entry. Trustee shall
not be liable to the undersigned for any damages to the
Premises resulting from the removal of the Collateral, it
being understood that the undersigned's sole remedy for any
such damages shall be against Lessee. The undersigned further
agrees that it will not hinder Trustee's actions in enforcing
its liens on the Collateral or the Lease and the related
documents.
Any notices required or desired to be given hereunder shall be directed
to the party to be notified at the address stated in the Lease.
3
LANDLORD WAIVER AND CONSENT
The undersigned will notify all successor owners, transferees,
purchasers and mortgagees of the existence of this waiver. The agreements
contained herein may not be modified or terminated orally and shall be binding
upon the successors, assigns and personal representatives of the undersigned,
upon any successor owner or transferee of the Premises, and upon any purchasers,
including any mortgage from the undersigned.
STRATOSPHERE CORPORATION
By:
Name: Xxxxxx X. Xxxxxxx
Title: Vice President-Administration/
Chief Financial Officer
[attach notarization]
4
LANDLORD WAIVER AND CONSENT
Date:
Accepted and Agreed to
this day of May, 1999.
FIRST SECURITY TRUST COMPANY OF NEVADA,
as Trustee
By:
Title:
[attach notarization]
