HomeMy WebLinkAbout2014-02-10 14-080 ORDERCOUNCIL ACTION
Item No. 14-080
Date: February 10, 2014
Item/Subject: ORDER, Authorizing Execution of First Amendment to Second Amended and
Restated Indenture of Final Lease — GLP Capital, L.P.
Responsible Department: Legal
Commentary:
This Order will authorize the City Manager to execute a First Amendment to Second Amended
and Restated Indenture of Final Lease and Memorandum of Lease between the City of Bangor
and GLP Capital, L.P.
On October 28, 2013 the -City Council approved the execution of a Second Amended and
Restated Indenture of Final Lease between the City and GLP Capital, LP, assignee of Bangor
Historic Track, LLC, formerly Bangor Historic Track, Inc. The exhibits of the leased areas do not
include a metes and bounds descriptions. GLP Capital, LP has requested that the lease be
amended to replace the exhibits with ones that include a metes and bounds description as well
as new sketches that more clearly show the leased areas. It is in the City's interest to do so.
Manager's Comments: This item will be discussed at a pre -council meeting on Fet)1,10, 214
Associated Information:
Budget Approval:
Legal Approval:
Introduced for
Passage
First Reading
Referral
Page _of_
'City Manager
Finance Director
� S
14-080
FEBRUARY 10, 2014
Assigned to Councilor Nealley
IXT
CITY OF BANGOR
�•9po- _- 1�2 -
4TED,f6'/
(TITLE.) ORDER, Authorizing Execution of First Amendment to Second Amended and
Restated Indenture of Final Lease — GLP Capital, L.P.
WHEREAS, On October 28, 2013 the City Council approved the execution of a Second Amended
and Restated Indenture of Final Lease between the City and GLP Capital, LP,
assignee of Bangor Historic Track, LLC, formerly Bangor Historic Track, Inc.; and
WHEREAS, the exhibits of the leased areas do not include a metes and bounds descriptions and
it is in the parties interest to clarify the plans and sketches showing the leased
areas; and
WHEREAS, replacing the existing exhibits with new exhibits and a metes and bounds
description will not change the leased area in any way nor will it change the lease in
any other way; and
WHEREAS, it is In the City's best interest to ensure that the exhibits describing the leased areas
are as detailed and clear as possible.
By the Olty Counts/ of the Oty of Bangor.
ORDERED,
That Catherine M. Conlow, City Manager, is hereby authorized on behalf of the City of Bangor
to execute a First Amendment to Second Amended and Restated Indenture of Final Lease
between the City of Bangor and GLP Capital, LP and Memorandum of Lease. Said First
Amendment and Memorandum shall be in substantially the same forms as attached hereto and
in a final form as approved by the City Solicitor or Assistant City Solicitor.
IN CITY COUNCIL
February 10, 2014
Motion made and seconded for Passage
as d
CITY GftRK
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JK DRAFT DATED
0210412014
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED INDENTURE OF FINAL LEASE
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED INDENTURE OF FINAL LEASE (this
"Amendment") shall amend that certain Second Amended and Restated Indenture of Final Lease, dated 28
October 2013 (having an Effective Date of June 23, 2006), by and between the CITY OF BANGOR, a municipal
corporation organized and existing under and by virtue of the laws of the State of Maine ("Lessor") and GLP
CAPITAL, L.P. a limited partnership organized and existing under the laws of the Commonwealth of
Pennsylvania ("Lessee", as assigned by HC BANGOR, LLC, a limited liability company organized and existing
under the laws of the State of Maine, f/k/a Bangor Historic Track, Inc.), (the "Lease", capitalized terms used
herein and not otherwise defined herein shall have the meaning ascribed to them in the Lease) and is being
entered into on this [10th] day of February 2014, and shall be effective as of the Effective Date, by and
between Lessor and Lessee, as more fully set forth herein.
WHEREAS, on October 28, 2013, pursuant to the terms of a certain Assignment and Assumption Agreement,
by and between HC Bangor, LLC and Lessee and the other various parties thereto, the Lease was ultimately
assigned to Lessee in accordance with the terms therein;
WHEREAS, Lessor and Lessee acknowledge and agree that the certain Additional Parking Addendum to
Amended and Restated Indenture of Final Lease, between the Lessor and Lessee, dated April 1, 2008,
attached hereto as Attachment L which had been had been integrated into the Lease, had in fact been
terminated on or about and as -of June 17, 2011, as further confirmed by the Lessor in that certain letter dated
January 21, 2014, attached hereto as Attachment ll•
WHEREAS, Lessor and Lessee each desire to amend the Lease to amend and restate "EXHIBIT A" attached to
the Lease in order to clarify the Premises being leased thereunder and the use thereof.
NOW, THEREFORE, in consideration of the provisions set forth in the Lease as amended by this Amendment,
including, but not limited to, the mutual representations, warranties, covenants and agreements contained
therein and herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby respectively acknowledged, and subject to the terms and conditions thereof and hereof, the parties,
intending to be legally bound, hereby agree that the Lease shall be amended as follows:
ARTICLE I
AMENDMENT AND RESTATEMENT OF EXHIBIT A TO THE LEASE
1.1 The parties hereby agree that "EXHIBIT A" of the Lease shall be amended and
restated in its entirety with Attachment III attached hereto which shall be deemed to be Exhibit A of the Lease,
and all references in the Lease to Exhibit A shall refer to the premises depicted and described on Attachment
III hereto.
ARTICLE II
AUTHORITY TO ENTER INTO AMENDMENT
2.1 Lessor hereby represents and warrants that it has taken all necessary and
procedural and legal steps as required by federal, state and local laws and regulations for the purpose of
authorizing the execution of this Amendment and that execution of this Amendment by the City Manager
renders this Amendment a valid and binding document on the part of Lessor.
2.2 Lessee hereby represents and warrants that it has taken all necessary and
procedural and legal steps as required by federal, state and local laws and regulations and all necessary
corporate action to authorize the execution of this Amendment by its undersigned corporate officer and upon
such execution of this Amendment is a valid and binding document on the part of Lessee.
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ARTICLE III
MISCELLANEOUS
3.1 Costs and Expenses; Fees. Each party shall be responsible for and bear all of its own
expenses incurred in connection with pursuing or consummating this Amendment and the transactions
contemplated by this Amendment, including, but not limited to, fees and expenses, legal counsel, accountants,
and other facilitators and advisors.
3.2 Choice of Law and Forum Selection Clause. This Amendment shall be construed and
interpreted, and the rights of the parties shall be determined, in accordance with the substantive Laws of the
State of Maine without regard to the conflict of law principles thereof or of any other jurisdiction
3.3 Counterparts; Facsimile Signatures. This Amendment may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which together shall constitute one
and the same instrument. In proving this Amendment, it shall not be necessary to produce or account for
more than one such counterpart signed by the party against whom enforcement is sought. Any counterpart
may be executed by facsimile signature and such facsimile signature shall be deemed an original.
and effect.
3.4 No Further Modification. Except as modified hereby, the Lease remains in full force
[SIGNATURE PAGE TO FOLLOW]
2
First Amendment to Second Amended and Restated Indenture of Fina! Lease
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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by each of the undersigned
as of the date first above written.
WITNESSETH:
LESSOR:
CITY OF BANGOR
Bv:
Catherine M. Conlow, its City Manager
STATE OF MAINE SS
COUNTY OF PENOBSCOT
On this _ day of February 2014, personally appeared the above-named Catherine M. Conlow, as City
Manager of the City of Bangor who acknowledged the foregoing instrument to be his/her free act and in
his/her said capacity and the free act and deed of said City.
WITNESSETH:
Notary Public/Attorney at law
Name:
Commission Expires:
LESSEE:
GLP CAPITAL, L.P.
By: Gaming and Leisure Properties, Inc., its general
partner
By:
William J. Clifford, Chief Financial Officer, Secretary
and Treasurer
COMMONWEALTH OF PENNSYLVANIA: SS
COUNTY OF BERKS
On this — day of February 2014, personally appeared the above-named William J. Clifford, Chief
Financial Officer, Secretary and Treasurer of said GAMING AND LEISURE PROPERTIES, INC., a Pennsylvania
corporation, the general partner of GLP Capital, L.P., and acknowledged the foregoing instrument to be his
free act and deed in his said capacity, and the free act and deed of said partnership.
Notary Public/Attorney at law
Name:
Commission Expires:
SIGNATURE PAGE TO
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED INDENTURE OF FINAL LEASE
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rights and responsibilities with respect to the Additional Land shall be subject to and governed
by all the terns and conditions of the Lease applicable to the Parking Area, which terms and
conditions shall be in addition to the terms and conditions set forth in this Addendum.. In the
event of any conflict or inconsistency between the terms hereof and of the Lease the terms of this
Addendum shall be given priority and considered as controlling.
5. During the term of this Addendum, as consideration for the addition of the
Additional Land to the Parking Area, the Lessee shall pay to the Lessor additional rent in the
amount of $6,480.00 per annum ("Additional Rent"). The Additional Rent shall be paid together
with the Rent due under the Lease. and during the term hereof shall be considered as, and treated
as "Rent" under the Lease.
6. The term of this Addendum ("Addendum Term") shall commence as of March
15, 2008 and shall continue until the earlier of the following events (individually referred to as a
"Termination Event" and collectively referred to as "Termination Events"):
(a) Expiration or earlier termination of the Lease in accordance with Its terms; or
(h) The expiration of one hundred and eighty (180) days following the provision
of written notice by Lessor to Lessee that Lessor is, at its option, and without
termination of the Lease, terminating this Addendum upon the occurrence of an
"Auditorium Finding," as defined below.
Termination of this Addendum pursuant to subparagraph (b) above shall have no affect on and
shall not result in any termination or limitation of Lessee's rights in and to the Parking Area as
originally described under the Lease and revised pursuant to section 7 below. In the event of
termination of this Addendum pursuant to subparagraph (b) above, the Lessor will exercise good
faith efforts to assist the Lessee in identifying a replacement parking area proximate to the
Premises.
An "Auditorium Finding" is a finding made by affirmative vote of the Bangor City Council that
the following conditions have been satisfied:
(x) the City of Bangor has finalized plans to canstruct a new City auditorium and
the Additional Land is necessary for the development of the auditoritun and associated
improvements, which include without limiting the generality of the foregoing access ways,
roads, walkways, parking areas and other similar hardscape improvements; and
(y) Construction of the auditorium is reasonably anticipated to commence within
twelve (12) months following the date of the City Council's vote on this matter.
7. The initial description of the Parking Area set forth in Exhibit A to the Lease is
hereby deleted and the descriptions set forth in Exhibit A and Exhibit B to this Addendum are
hereby substituted in lieu thereof. The described set forth in Exhibit B to this Addendum, shall
survive any termination of this Addendum pursuant to section 6(b) above and sltall constitute a
(wo".S70I )1
14 -080 -
ADDITIONAL PARKING ADDENDUM
to
AMENDED AND RESTATED INDENTURE OF FINAL LEASE
THIS ADDITIONAL PARKING ADDENDUM TO AMENDED AND RESTATED
INDENTURE OF FINAL LEASE ("Addendum") is entered into as of this _j_Lt'day of April
2008 between the CITY OF BANGOR, a municipal corporation organized and existing under
and by virtue of the laws of the State of Maine, and having its principal offices at 73 Harlow
Street, Bangor, Maine (hereinafter refetred to as "Lessor") and BANGOR HISTORIC TRACK,
INC, a Maine corporation (hereinafter referred to as "Lessee").
RECITALS
1. Lessor and Lessee entered into an Amended and Restated Indenture of Final Lease
dated June 23, 2006 ("Lease").
2. Lessor and Lessee desire to add certain additional land area to the "Parking Area" as
defined in the Lease under the terms and conditions set forth herein and to clarify the description
of the Parking Area as originally set forth in the Lease.
AGREEMENT
In consideration of the mutual agreements contained herein, the parties do hereby agree
as follows:
1. All capitalized terms used but defined herein shall have the meaning assigned to
those terms in the Lease.
2. Attached hereto as Exhibit A is a description of the additional parcel of land the
parties desire to add to the Parking Area ("Additional Land") under the terms and conditions set
forth herein.
3. Attached hereto as Exhibit B is a description of the arca initially leased under the
Lease ("Initial Land").
4. During the term of this Addendum as described in Section 6 below, the term
"Parking Area," as used in the Lease, shall include for all purposes the Initial Land and die
Additional Land as though the Additional Land was originally included in the initial description
of the Parking Area set forth in Exhibit A to the Lease. The Additional Land and the parties'
(%VWJ$702 31
permanent amendment to the Lease.
S. Except as specifically set forth herein, the Lease shall continue in full force and
effect as originally executed by the parties. This Addendum sets forth the complete and
exclusive statement of the agreement of the parties with respect to the subject matter hereof, and
any prior or contemporaneous oral or written expressions of terms, conditions or agreements
shall be superseded hereby. This Addendum may not be altered or amended except by writing
and signed by both parties hereto.
9. This Addendum shall be governed exclusively by the laws of the State of Maine.
[Remainder of this page left intentionally blank]
ffM9.;7n13f
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IN WITNESS WHEREOF, the parties hereto have set their hmids and seals as of the day
and year written above.
WITNESS:
WITNESS:
C') �A I Ix- S L -
STATE OF MAINE
PENOBSCOT, ss
CITY OF BANGOR
(By)2. 6g,
Edward A. Barrett
Its City Manager
BANGOR HISTORIC *rR/ACK, INC.
Name, b S? fr-t- r,7u
Title:
iV.415 11.
Then personally appeared the above-named Edward A. Barrett, City Manager of the City
of Bangor, and acknowledged the foregoing instrument to he his free act and deed in his said
capacity, and the free act and deed of said body corporate.
NORMAN S. HEITMANN, Ill
NOTARY PUBLIC - MAINE
MyCOIIIIMN EXPIRES JANUARY $1, 2011
Befor
Ngi ry t blit/ KAttttirney-at-Fallv
STATE OF 1'110
ss 92008
personally appetired the above-namee`�`,���th
� �'p '(Ati `. It- ) of Bangor Historic Track, Inc., and acknowledgeregoiug
instrument to be his/her free act and deed in his said capacity, and the free act and deed of said
corporation.
l )re e,
Notary Public/ Attorney -a liter
CQNIS4()t-VVVCA'I.- OF Pt!I'N�YLVANIA
'"NOTARAL SEAL
Nol..lry Pubfic
'',ria , Coun
No, 2011
14-080
Exhibit A
Desscription of Additional Land
A certain lot or parcel of land located in the City of Bangor, County of Penobscot, State of
Maine, more particularly described as follows:
BEGINNING at a point on the southwest line of Dutton Street, said point being
N56°21' 15"W of and two hundred twelve and fifty-four hundredths (212.54) feet
from the north corner of a parcel of land described in a deed to Irving Oil
Corporation, dated September 5, 1972, and recorded in the Penobscot County
Registry ol'Deeds, Book 2300, Page 253, as shown on a plan "Proposed Parking
Lease Area Expansion, Hollywood Slots Bangor Maine", prepared by Shylca,
Sheppard, and Garster, Land Surveyors, dated February 4, 2008, Project No. 04-
146;
THENCE S33038'45"W a distance of three hundred ninety-three :.rid seventy
hundredths (393.70) feet to a point, said point being on the northeast line of Lot
10 (March Street), as shown on a plan entitled "Plan of part of Dutton farm",
dated July 1898, and recorded in said Registry in Plan Book 6, page 29;
THENCEN56°l6'00"W along the northeast sideline of said subdivision and the
extension thereof a distance of one hundred thirty-five and fifty-three hundredths
(135.53) feet;
THENCE.. N33038'38"E a distance of three hundred ninety-three and forty-nine
hundredths (393.49) feet to a point, said point being on the extension of the
southwest line of said Dutton Street;
THENCE S56°21' 15"E along said extension and the southwest sideline of said
Dutton Street a distance of one hundred thirty-five rutd fifty -Five hundredths
(135.55) feet to the POINT Of BEGINNING.
Encompassing 53,348 sq. ft. (1.22 ac.)
MEANING AND INTENDING to describe aria portion of the property described in a deed from
Erin, Inc. to the City of Bangor, dated Dec. 12, 2002 and recorded in said Registry in Book 8500,
Page 93, and in a deed from John Pierce to the City of Bangor, dated hebruary 11, 1999 and
recorded in said Registry in Book 7081, Page 314.
This description was prepared by Shyka, Sheppard, and Garster, Land Surveyors, and is based on
a plan entitled "Proposed Parking Lease Area Expansion, Hollywood Slots Bangor Maine",
prepared by Shyka, Sheppard, and Garster, Land Surveyors, dated February 4, 2008, Project No.
04-146. Bearings reference Grid North, NAD83, Maine Cast Zone, as shown on said plan.
Distances listed above and shown on said plan are ground distances. The Additional Land is
marked as the' T'roposed Additional Lease Area 53,348 sq. ti. (1.22 ac.)" on the above-
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referenced plan, which is attached hereto and incorporated herein by reference.
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Exhibit B
Description of Initial Parking Area
A certain lot or parcel of land located in tic City of Bangor, County of Penobscot, State of
Maine, more particularly described as follows:
BEGINNING at the north corner of a parcel of land described in a deed to Irving.
Oil Corporation, dated September 5, 1972, and recorded in the Penobscot County
Registry of Deeds, Boole 2300, Page 253, ars shown on a plan entitled "Proposed
Parking Lease Area Expansion, Hollywood Slots Bangor Maine", prepared by
Shyka, Sheppard, and Cyarster, Land Surveyors, dated February 4, 2008, Project
No. 04-146;
THENCE S20035'27"W along the west lune of said Irving Oil Corporation a
distance of one hundred fifty-one and five hundredths (151.05) feet;
THENCE S32°27'41 "W a distance of one hundred sixteen and ninety hundredths
(116,90) feet to the northeast line of a parcel of land described in a deed to 1-leng
Yuk Lim et al, dated June 15, 2005, and recorded in said Registry in Book 9925,
Page 66;
THENCE N56° 16'00"W along the northeast line of said Luu et al a distance of
sixty-six and sixty-two hundredths (66.62) feet to the nnorlln corner of said Luu
parcel;
THENCE S30027'OOW along the northwest line of said Luu et al a distance of
one hundred thirty rind t.wen.ly-seven hundredths (130.27) feet to the northeast line
of Lot 6, as shown on a plan entitled "Plan of part of Dutton harm", dated July
1898, and recorded in said Registry in Plan Book 6, page 29;
THENCE N56016'00"W along the northeast sideline of said subdivision a
distance of one hundred eighty-nine and seventy-two hundredths (189,72) feet;
THE.,NCE.N33°38'45"13- a distance of three hundred ninety-three and seventy
hundredths (393.70) feet to a point, said point being on the southwest line of said
Dutton Street;
THENCE S56021' 15"E along said extension and the southwest sideline of said
Dutton Street a distance of two hundred twelve and fifty-four hundredths (212.54)
feet to the POINT OF BEGINNING,
Encompassing 2.00 acres.
MEANING AND INTENDING to describe an a portion of the property described in a deed from
Erin, Inc. to the City of Bangor, dated Dec. 12, 2002 and recorded in said Registry in Book 8500,
Page 93.
1wn9um lS
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This description was prepared by Shyka, Sheppard, and Garster, Land Surveyors, and is based on
a plan entitled "Proposed Parking Lease Area Expansion, Hollywood Slots Bangor Maine",
prepared by Shyka, Sheppard, and Garster, Land Surveyors, dated Febmary 4, 2008, Project No.
04-146. Bearings reference Grid North, NAD83, Maine East Zone, as shown on said plan.
Distances listed above and shown on said plan are ground distances.
City of
,&0 r
aone
www.bangormaine.gov
January 21, 2014
John R. Osborne
General Manager, Hollywood Casino Hotel & Raceway
500 Main Street
Bangor, Maine 04401
Re: Former Dutton Street Employee harking lot
Dear John.
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207/992-4274
fax 207/945-4449
norman.heitmann@bangormaine.gov
paul.nicklas@bangormaine.gov
LEGAL DEPARTMENT
Norman S. Heitmann, III, City Solicitor
Paul S. Nicklas, Assistant City Solicitor
This letter is to review the circumstances of the Hollywood Casino employee parking lot
on Dutton Street lease and its termination.
The City of Bangor and Bangor Historic Track, Inc. were parties to an Agreement dated
April 1, 2008 entitled "Additional Parking Addendum to Amended. and Restated Indenture of
Final Lease"., The purpose of the agreement was to add additional land to the "parking- area" as
defined in the Final Lease. This Agreement included a provision for termination of the use of
that additional land in the event that City finalized plans to construct a new City auditorium.
In 2010 it was clear that the City Council intended to .replace the auditorium with a new
one and we had discussions that the agreement for the additional parking on Dutton Street would
likely need to terminate in 2011. By email dated .June 17, 2011 1 advised you that the City
Council had approved a contract for the construction of a new City auditorium and that we
anticipated that construction, and the need for the Dutton Street parking area, would happen that
sumlllel'.
i do not recall the exact date that Bangor Historic Track, inc. ceased using the Dutton
Street parking area, but it was not long atter that email.
.Feel free to contact me with any questions.
Sincerely,
Nor I S. Heitmann, III
73 Harlow Street • Bangor, Maine 04401
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ATTACHMENT 111
EXHIBIT A
Notwithstanding the legal descriptions of each of Limited Portion of Bass Park and Parking Area, which are
provided below, for further guidance, the Limited Portion of Bass Park is the area which is shaded in BLUE AND
OUTLINED IN BLUE and the Parking Area is the area is shaded in GREYAND OUTLINED IN RED in the
illustration below:
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'. t i, + •�''-� MIN?IliliHfIH4EllfiliilA ` �' _ �... `,I � i,?�; �7i-S
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r'��,�'''"'+'`1`'� �(}H1Mf!�AtlIi1H1HM!H,4fIIlI},y!;iA �T..::._.:•--"`,;. = � ...r+, =� r �-.
y S (!♦t7li HiNi iihiµ�4i tf - rl l_ d,. ;,
`'ti 'f l$1M
I F_ 1 IHtHH!'IEN iHiNNWIiIH lii+�fNIW "`'l+�y
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EXHIBIT A i� 1.._300'
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0 125 250 500 750 1,000 1i+� •',,
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LIMITED PORTION OF BASS PARK
Legal Description: A certain lot or parcel of land, and any and all improvements thereon, located on the
southwest side of Buck Street in the City of Bangor, County of Penobscot, State of Maine, more particularly
described as follows:
BEGINNING at a point on the southwest sideline of Buck Street at a point N56°57'22"W of
and one thousand five hundred ten and thirty-seven hundredths (1510.37) feet from the
intersection of the northwest side of Main Street and said southwest side of Buck Street as
measured along said southwest side of Buck Street, as shown on a plan entitled "Plan of Main
Street, Bangor Maine", prepared by Shyka, Sheppard, and Garster, Land Surveyors, revised
Nov. 5, 2007, and recorded in the Penobscot County Registry of Deeds, Plan File 2007-166;
THENCE S33002'38"W a distance of sixty-two and zero hundredths (62.00) feet;
THENCE S46040'44"E a distance of five hundred forty-two and fifty-six hundredths (542.56)
feet to a point of tangency of a tangent curve to the right, said curve having a radius of two
hundred eighty-six and zero hundredths (286.00) feet;
THENCE along said curve an arc distance of eight hundred eighty-six and seventy
hundredths (886.70) feet to a point that is S42°08'23"W of and five hundred seventy-one
and eighty-eight hundredths (571.88) feet from said point of tangency;
THENCE S42016'00"W a distance of one hundred five and zero hundredths (105.00) feet;
THENCE N48022'13"W a distance of seven hundred twenty-five and zero hundredths
(725.00) feet;
THENCE S77012'53'W a distance of two hundred thirty and zero hundredths (230.00) feet;
THENCE N28°33'28"W a distance of five hundred twenty and zero hundredths (520.00) feet;
THENCE N24010'17"E a distance of sixty and zero hundredths. (60.00) feet;
THENCE NO5010'19"E a distance of eighty-two and eighty-nine hundredths (82.89) feet;
THENCE N35013'42"E a distance of five hundred four and thirty-seven hundredths (504.37)
feet to said southwest sideline of Buck Street;
THENCE S56057'22"E along said southwest sideline of Buck Street nine hundred thirty-six
and seventy-two hundredths (936.72) feet to the POINT OF BEGINNING.
Containing 26.886 acres.
This is the same description as found in the FirstAmerican Title Insurance Title Commitment No. 629862-18
dated Dec. 3, 2013, Schedule A, Parcel II -Part of Bass Park.
PARKING AREA
Legal Description
(legal description to be provided by Surveyor)
RIVERSIDE BLOCK
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Notwithstanding the legal description provided below, for further guidance, the Riverside Block is limited to
that portion of real property marked as the "Gaming Facility" in the illustration below.
Legal Description: A certain lot or parcel of land, excluding the building or improvements situated thereon,
located in the City of Bangor, County of Penosbscot, State of Maine, more particularly described as follows:
BEGINNING at an exterior foundation corner of the Gaming Facility, said point being N41°23'14"W of
and one hundred seventy and thirty-six hundredth (170.36) feet from the intersection of the
northeast sideline of Dutton Street and the west sideline of the Main Central Railroad right-of-way, as
shown on a plan entitled "Proposed Conveyance, Easement, & Lease Area Plan- Hollywood Slots,
Bangor Maine", prepared by Shyka, Sheppard, and Garster, Land Surveyors, dated January 7, 2008;
THENCE along the face of said foundation by the following courses and distances:
1. N68°32'52"W ten and ninety-one hundredths (10.91) feet;
2. S20036'32"W nine and ninety-nine hundredths (9.99) feet;
3. N69023'09"W seventeen and eighty-two hundredths (17.82) feet;
4. N20130'32"E ten and thirty-four hundredths (10.34) feet;
S. N69°42'08"W ninety-six and ninety-one hundredths (96.91) feet;
6. N55038'54"W one hundred fifty-six and nine hundredths (156.09) feet;
7. S34°20'03"W sixty-eight hundredths (0.68) feet;
8. N55039'57"W four and sixty-nine hundredths (4.69) feet;
9. N34°20'03"E sixty-eight hundredths (0.68) feet;
10. N55°39'34"W sixty-one and ninety-three hundredth (61.93) feet;
11. S34°21'37"W sixty-seven hundredths (0.67) feet;
12. N55038'23"W four and sixty-six hundredths (4.66) feet;
13. N34°21'37"E sixty-seven hundredths (0.67) feet;
14. N55038'23"W twenty-nine and fifty-five hundredths (29.55) feet;
15. S34'2 1'37"W sixty-seven hundredths (0.67) feet;
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Legal Description: A certain lot or parcel of land, excluding the building or improvements situated thereon,
located in the City of Bangor, County of Penosbscot, State of Maine, more particularly described as follows:
BEGINNING at an exterior foundation corner of the Gaming Facility, said point being N41°23'14"W of
and one hundred seventy and thirty-six hundredth (170.36) feet from the intersection of the
northeast sideline of Dutton Street and the west sideline of the Main Central Railroad right-of-way, as
shown on a plan entitled "Proposed Conveyance, Easement, & Lease Area Plan- Hollywood Slots,
Bangor Maine", prepared by Shyka, Sheppard, and Garster, Land Surveyors, dated January 7, 2008;
THENCE along the face of said foundation by the following courses and distances:
1. N68°32'52"W ten and ninety-one hundredths (10.91) feet;
2. S20036'32"W nine and ninety-nine hundredths (9.99) feet;
3. N69023'09"W seventeen and eighty-two hundredths (17.82) feet;
4. N20130'32"E ten and thirty-four hundredths (10.34) feet;
S. N69°42'08"W ninety-six and ninety-one hundredths (96.91) feet;
6. N55038'54"W one hundred fifty-six and nine hundredths (156.09) feet;
7. S34°20'03"W sixty-eight hundredths (0.68) feet;
8. N55039'57"W four and sixty-nine hundredths (4.69) feet;
9. N34°20'03"E sixty-eight hundredths (0.68) feet;
10. N55°39'34"W sixty-one and ninety-three hundredth (61.93) feet;
11. S34°21'37"W sixty-seven hundredths (0.67) feet;
12. N55038'23"W four and sixty-six hundredths (4.66) feet;
13. N34°21'37"E sixty-seven hundredths (0.67) feet;
14. N55038'23"W twenty-nine and fifty-five hundredths (29.55) feet;
15. S34'2 1'37"W sixty-seven hundredths (0.67) feet;
14-080
16. N55038'23"W four and sixty-seven hundredths (4.67) feet;
17. N3S010'29"E seven and seventy-three hundredths (7.73) feet;
18. N17002'23"W five and fifty hundredths (5.50) feet;
19. S74°58'51"W one and sixty hundredths (1.60) feet;
20. N87041'55"W ten and fifty-one hundredths (10.51) feet;
21. N59032'24"W ten and fifty-one hundredths (10.51) feet;
22. N31048'25"W ten and forty-eight hundredths (10.48) feet;
23. NO3012'29"W ten and fifty-eight hundredths (10.58) feet;
24. N24029'26"E ten and fifty hundredths (10.50) feet;
25. N55°18'50" eleven and ninety-nine hundredths (11.99) feet;
26. N17042'41"W five and forty-one hundredths (5.41) feet;
27. N69035'38"W ten and thirty-two hundredths (10.32) feet;
28. N20034'20"E four and sixty-six hundredths (4.66) feet;
29. S69025'40"E sixty-nine hundredths (0.69) feet;
30. N20034'20"E twenty-seven and ninety-two hundredths (27.92) feet;
31. N69°25'40"W sixty-nine hundredths (0.69) feet;
32. N20034'20"E four and sixty-six hundredths (4.66) feet;
33. S69025'40"E sixty-nine h6ndredths (0.69) feet;
34. N20033'41"E twenty-eight and eight hundredths (28.08) feet;
35. N69'2 5'40"W sixty-eight hundredths (0.68) feet;
36. N20034'20"E four and sixty-seven hundredths (4.67) feet;
37. S69025'40"E sixty-nine hundredths (0.69) feet;
38. N20033'34"E twenty-seven and ninety-nine hundredths (27.99) feet;
39. N69°26'26"W seventy hundredths (0.70) feet;
40. N20027'19"E five and forty-nine hundredths (5.49) feet;
41. N69016'35"W one and fifteen hundredths (1.15) feet;
42. N20025'22"E twenty-two and seventy hundredths (22.70) feet;
43. S69°34'38"E one and twenty-six hundredths (1.26) feet;
44. N20022'19"E two and forty-five hundredths (2.45) feet;
45. S69024'06"E two hundred forty-three and forty-two hundredths (243.42) feet;
46. N20°35'43"E sixty-two and sixty-eight hundredths (62.68) feet;
47. S69°27'19"E one hundred twenty-five and sixty-one hundredths (125.61) feet;
48. N08005'20"E thirty hundredths (0.30) feet;
49. S69017'3 1"E sixty-eight and forty-five hundredths (68.45) feet;
50. S08011'22"E twenty-three and forty-seven hundredths (23.47) feet;
51. S20036'31"W one hundred seventy-three and two hundredths (173.02) feet;
THENCE S34025'21"W along said foundation a distance of one hundred twelve and eighty-three
hundredths (112.83) feet to the POINT OF BEGINNING.
Containing 107,931 square feet (2.48 acres).
This description was prepared by Skyka, Sheppard, and Garster, Land Surveyors, and is based on a plan entitled
"Plan Showing Proposed Conveyance of the Gaming Facility Hollywood Slots, Bangor Maine," prepared for
Bangor Historic Track, Inc., by Shyka, Sheppard & Garster Land Surveyors, dated February 4, 2008, Project No.
04-146. Bearings referenced Grid North, NAD83, Maine East Zone, as shown on said plan. Distances listed above
and shown on said plan are ground distances.
14-080
MEMORANDUM OF
SECOND AMENDED AND RESTATED INDENTURE OF
FINAL LEASE
THIS MEMORANDUM OF SECOND AMENDED AND RESTATED
INDENTURE OF FINAL LEASE ("Memorandum"), is executed and effective this day
of , 2014, by and between CITY OF BANGOR ("Lessor"), a municipal
corporation organized and existing under and by virtue of the laws of the State of Maine, and
GLP CAPITAL, L.P., a Pennsylvania limited partnership.
WITNESSETH:
(1) Lessor and HC Bangor, LLC f/k/a Bangor Historic Track, Inc. ("HC
Bangor")(as successor in interest to Capital Seven, LLC) entered into: (i) a Development
Agreement for the development of a portion of Bass Park (as hereinafter described), dated
October 31, 2003 (as heretofore amended, the "Development Agreement"), (ii) a Bangor
Raceway Initial Lease Agreement, dated October 31, 2003 (as heretofore amended and/or
amended and restated, the "Initial Lease"), and (iii) an Indenture of Final Lease, dated October 1,
2003 (as heretofore amended, the "Final Lease").
(2) The Initial Lease was terminated pursuant to that certain Notice of
Termination of Initial Lease and Commencement of Final Lease by and between Lessor and HC
Bangor (as successor to Bangor Historic Track, Inc.), dated January 26, 2009 and recorded in the
Penobscot County Registry of Deeds at Book 11651, Page 142.
(3) The Final Lease was amended and restated in its entirety by that certain
Amended and Restated Indenture of Final Lease, dated June 23, 2006, which was amended by
that certain Additional Parking Addendum, dated April 1, 2008, and further amended by that
certain First Amendment to Amended and Restated Indenture of Final Lease, dated June 16,
2009 (as amended, the "First Restated Lease").
(4) Lessor, as lessor, and HC Bangor, as lessee, have entered into a Second
Amended and Restated Indenture of Final Lease, dated October 28, 2013 and effective June 23,
2006 (the "Second Restated Lease"), which amended and restated the First Restated Lease in its
entirety.
(5) Pursuant to that certain Amended and Restated Assignment and
Assumption Agreement, by and between HC Bangor, CRC Holdings, Inc., Gaming and Leisure
Properties, Inc. and GLP Capital, L.P., dated , 2014 and effective as of
October 28, 2013 (the "Assignment"), a copy of which is attached hereto as Exhibit A and
incorporated herein by reference, HC Bangor assigned and GLP Capital, L.P. ultimately
assumed, all of HC Bangor's right, title and interest in, to and under the Second Restated Lease.
(As lessee under the Second Restated Lease by virtue of the Assignment, GLP Capital, L.P. is
hereinafter referred to as "Lessee".)
(6) Lessor, as lessor, and Lessee, as lessee, have entered into a First
Amendment to Second Amended and Restated Final Indenture of Lease, dated on even date
#23164066 v5
14-080
herewith, (the "First Amendment", and any and all references to the Second Restated Lease
hereafter shall incorporate such First Amendment).
(7) This Memorandum supersedes and replaces in its entirety the
Memorandum of Amended and Restated Indenture of Final Lease executed on December 22,
2006 and recorded in the Penobscot County Registry of Deeds at Book 10783, Page 196 on
December 29, 2006.
(8) The following information pertains to the Second Restated Lease:
(a) The term commences July 1, 2008 (the "Commencement Date")
(b) The term expires fifteen (15) years following the Commencement
Date (the "Initial Term").
(c) The name and address of the lessor is:
City of Bangor
City Hall
73 Harlow Street
Bangor, Maine 04401
(d) The name and address of the lessee is:
GLP Capital, L.P.
c/o Penn National Gaming, Inc.
825 Berkshire Blvd, Suite 400
Wyomissing, Pennsylvania 19610
(e) The following is a description of the leased premises: A limited
portion of improved real property commonly known as "Bass Park" located on Dutton Street in
the City of Bangor, Maine ("Limited Portion of Bass Park"); together with an additional parking
area located at Bass Park ("Parking Area"); together with certain real property located East of
Main Street between Lincoln and Dutton Streets in the City of Bangor, Maine ("Riverside
Block"), all as more particularly described in the Second Restated Lease and on Exhibit B
attached hereto and incorporated herein by reference.
(f) Extension rights: There are three options to extend the Second
Restated Lease:
(i) The Initial Term may be extended for an additional period
of ten (10) calendar years, in accordance with terms of the Second Restated Lease (the "First
Extended Term");
(ii) The First Extended Term may be extended for an additional
period of ten (10) calendar years, in accordance with terms of the Second Restated Lease (the
"Second Extended Term"); and
#23164066 v5
14-080
(iii) The Second Extended Term may be extended for an
additional period of ten (10) calendar years, in accordance with terms of the Second Amended
and Restated Indenture of Final Lease.
(g) Reconveyance rights: Contemporaneously with the expiration or
early termination of the Second Restated Lease, Lessor's interest in the portion of the Riverside
Block conveyed by Lessee to Lessor shall be reconveyed by Lessee to Lessor by a municipal
quitclaim deed, subject only to such encumbrances and restrictions as existed at the time of the
conveyance to Lessor by Lessee and any additional encumbrances and restrictions that have been
created, agreed to or suffered by Lessor.
(h) Other Agreements related to the Second Restated Lease include:
the Development Agreement.
(9) The parties hereto acknowledge that this Memorandum is not intended to
and does not vary or amend the terms or conditions of said Second Restated Lease.
[Remainder of page intentionally left blank]
#23164066 v5
14-080
IN WITNESS WHEREOF the parties have executed this Memorandum of Second
Amended and Restated Indenture of Final Lease as of this day of , 2014.
LESSOR:
CITY OF BANGOR
By:
Name:
Title:
STATE OF MAINE SS
COUNTY OF PENOBSCOT
On thisday of , 2014, personally appeared the above-named
, as of the City of Bangor who acknowledged the
foregoing instrument to be his/her free act and in his/her said capacity and the free act and deed
of said City.
' Notary Public/Attorney at law
Name:
Commission Expires:
(Signatures continue on the next page.)
#23164066 v5
14-080
LESSEE:
GLP CAPITAL, L.P.
By: Gaming and Leisure Properties, Inc., its
general partner
Name: William J. Clifford
Title: Chief Financial Officer, Secretary
and Treasurer
COMMONWEALTH OF PENNSYLVANIA: SS
COUNTY OF BERKS
On this day of , 2014, personally appeared the above-named
William J. Clifford, Chief Financial Officer, Secretary and Treasurer of said GAMING AND
LEISURE PROPERTIES, INC., a Pennsylvania corporation, the general partner of GLP Capital,
L.P., and acknowledged the foregoing instrument to be his free act and deed in his said capacity,
and the free act and deed of said partnership.
Notary Public/Attorney at law
Name:
Commission Expires:
#23164066 v5
14-080
EXHIBIT A
AMENDED AND RESTATED ASSIGNMENT AND ASSUMPTION AGREEMENT
(See attached)
A-1
#23164066 v5
14-080
EXHIBIT B
LEASED PREMISES DESCRIPTION [NOTE: PARKING AREA LEGAL TBD]
Notwithstanding the legal descriptions of each of Limited Portion of Bass Park and Parking Area, which are
provided below, for further guidance, the Limited Portion of Bass Park is the area which is shaded in BLUE AND
OUTLINED IN BLUE and the Parking Area is the area is shaded in GREY AND OUTLINED IN RED in the
illustration below:
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B-1
#23164066 v5
14-080
LIMITED PORTION OF BASS PARK
Legal Description: A certain lot or parcel of land, and any and all improvements thereon, located on the southwest
side of Buck Street in the City of Bangor, County of Penobscot, State of Maine, more particularly described as
follows:
BEGINNING at a point on the southwest sideline of Buck Street at a point N56°57'22"W of and
one thousand five hundred ten and thirty-seven hundredths (1510.37) feet from the intersection of
the northwest side of Main Street and said southwest side of Buck Street as measured along said
southwest side of Buck Street, as shown on a plan entitled "Plan of Main Street, Bangor Maine",
prepared by Shyka, Sheppard, and Garster, Land Surveyors, revised Nov. 5, 2007, and recorded in
the Penobscot County Registry of Deeds, Plan File 2007-166;
THENCE S33002'38"W a distance of sixty-two and zero hundredths (62.00) feet;
THENCE S46040'44"E a distance of five hundred forty-two and fifty-six hundredths (542.56) feet
to a point of tangency of a tangent curve to the right, said curve having a radius of two hundred
eighty-six and zero hundredths (286.00) feet;
THENCE along said curve an arc distance of eight hundred eighty-six and seventy hundredths
(886.70) feet to a point that is S42008'23"W of and five hundred seventy-one and eighty-eight
hundredths (571.88) feet from said point of tangency;
THENCE S42016'00"W a distance of one hundred five and zero hundredths (105.00) feet;
THENCE N48°22' 13"W a distance of seven hundred twenty-five and zero hundredths (725.00)
feet;
THENCE S77012'53'W a distance of two hundred thirty and zero hundredths (230.00) feet;
THENCE N28033'28"W a distance of five hundred twenty and zero hundredths (520.00) feet;
THENCE N24010' ] 7E a distance of sixty and zero hundredths (60.00) feet;
THENCE N05°10' 19"E a distance of eighty-two and eighty-nine hundredths (82.89) feet;
THENCE N35° 13'42"E a distance of five hundred four and thirty-seven hundredths (504.37) feet
to said southwest sideline of Buck Street;
THENCE S56057'22"E along said southwest sideline of Buck Street nine hundred thirty-six and
seventy-two hundredths (936.72) feet to the POINT OF BEGINNING.
Containing 26.886 acres.
This is the same description as found in the First American Title Insurance Title Commitment No. 629862-18 dated
Dec. 3, 2013, Schedule A, Parcel II -Part of Bass Park.
PARKING AREA
Legal Description:
{Legal descrtBhot to be•pr.'ovtded by Surveyor}
B-2
#23164066 v5
RIVERSIDE BLOCK
14-080
Notwithstanding the legal description provided below, for further guidance, the Riverside Block is limited to that
portion of real property marked as the "Gaming Facility" in the illustration below.
Legal Description: A certain lot or parcel of land, excluding the building or improvements situated thereon, located
in the City of Bangor, County of Penosbscot, State of Maine, more particularly described as follows:
BEGINNING at an exterior foundation corner of the Gaming Facility, said point being N41 °23' 14"W of
and one hundred seventy and thirty-six hundredth (170.36) feet from the intersection of the northeast
sideline of Dutton Street and the west sideline of the Main Central Railroad right-of-way, as shown on a
plan entitled "Proposed Conveyance, Easement, & Lease Area Plan- Hollywood Slots, Bangor Maine",
prepared by Shyka, Sheppard, and Garster, Land Surveyors, dated January 7, 2008;
THENCE along the face of said foundation by the following courses and distances:
I. N68032'52"W ten and ninety-one hundredths (10.91) feet;
2. S20°36'32"W nine and ninety-nine hundredths (9.99) feet;
3. N69°23'09"W seventeen and eighty-two hundredths (17.82) feet;
4. N20030'32"E ten and thirty-four hundredths (10.34) feet;
5. N69°42'08"W ninety-six and ninety-one hundredths (96.91) feet;
6. N55°38'54"W one hundred fifty-six and nine hundredths (156.09) feet;
7. S34°20'03"W sixty-eight hundredths (0.68) feet;
8. N55°39'57"W four and sixty-nine hundredths (4.69) feet;
9. N34°20'03"E sixty-eight hundredths (0.68) feet;
10. N55°39'34"W sixty-one and ninety-three hundredth (61.93) feet;
11. S34°21'37"W sixty-seven hundredths (0.67) feet;
12. N55038'23"W four and sixty-six hundredths (4.66) feet;
13. N34°21'37"E sixty-seven hundredths (0.67) feet;
14. N55038123"W twenty-nine and fifty-five hundredths (29.55) feet;
15. S34°21'37"W sixty-seven hundredths (0.67) feet;
B-3
#23164066 v5
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Legal Description: A certain lot or parcel of land, excluding the building or improvements situated thereon, located
in the City of Bangor, County of Penosbscot, State of Maine, more particularly described as follows:
BEGINNING at an exterior foundation corner of the Gaming Facility, said point being N41 °23' 14"W of
and one hundred seventy and thirty-six hundredth (170.36) feet from the intersection of the northeast
sideline of Dutton Street and the west sideline of the Main Central Railroad right-of-way, as shown on a
plan entitled "Proposed Conveyance, Easement, & Lease Area Plan- Hollywood Slots, Bangor Maine",
prepared by Shyka, Sheppard, and Garster, Land Surveyors, dated January 7, 2008;
THENCE along the face of said foundation by the following courses and distances:
I. N68032'52"W ten and ninety-one hundredths (10.91) feet;
2. S20°36'32"W nine and ninety-nine hundredths (9.99) feet;
3. N69°23'09"W seventeen and eighty-two hundredths (17.82) feet;
4. N20030'32"E ten and thirty-four hundredths (10.34) feet;
5. N69°42'08"W ninety-six and ninety-one hundredths (96.91) feet;
6. N55°38'54"W one hundred fifty-six and nine hundredths (156.09) feet;
7. S34°20'03"W sixty-eight hundredths (0.68) feet;
8. N55°39'57"W four and sixty-nine hundredths (4.69) feet;
9. N34°20'03"E sixty-eight hundredths (0.68) feet;
10. N55°39'34"W sixty-one and ninety-three hundredth (61.93) feet;
11. S34°21'37"W sixty-seven hundredths (0.67) feet;
12. N55038'23"W four and sixty-six hundredths (4.66) feet;
13. N34°21'37"E sixty-seven hundredths (0.67) feet;
14. N55038123"W twenty-nine and fifty-five hundredths (29.55) feet;
15. S34°21'37"W sixty-seven hundredths (0.67) feet;
B-3
#23164066 v5
14-080
16. N55038'23"W four and sixty-seven hundredths (4.67) feet;
17. N35°10'29"E seven and seventy-three hundredths (7.73) feet;
18. N17002'23"W five and fifty hundredths (5.50) feet;
19. S74°58'51"W one and sixty hundredths (1.60) feet;
20. N87041'55"W ten and fifty-one hundredths (10.51) feet;
21. N59032'24"W ten and fifty-one hundredths (10.51) feet;
22. N3104812511W ten and forty-eight hundredths (10.48) feet;
23. NO3012129"W ten and fifty-eight hundredths (10.58) feet;
24. N24029'26"E ten and fifty hundredths (10.50) feet;
25. N55018'50" eleven and ninety-nine hundredths (11.99) feet;
26. N 17042'41 "W five and forty-one hundredths (5.41) feet;
27. N69035138"W ten and thirty-two hundredths (10.32) feet;
28. N20034'20"E four and sixty-six hundredths (4.66) feet;
29. S69°25'40"E sixty-nine hundredths (0.69) feet;
30. N20034'20"E twenty-seven and ninety-two hundredths (27.92) feet;
31. N69°25'40"W sixty-nine hundredths (0.69) feet;
32. N20034'20"E four and sixty-six hundredths (4.66) feet;
33. S69025'40"E sixty-nine hundredths (0.69) feet;
34. N20033'41 "E twenty-eight and eight hundredths (28.08) feet;
35. N69025'40"W sixty-eight hundredths (0.68) feet;
36. N20034'20"E four and sixty-seven hundredths (4.67) feet;
37. S69°25'40"E sixty-nine hundredths (0.69) feet;
38. N20033134"E twenty-seven and ninety-nine hundredths (27.99) feet;
39. N69°26'26"W seventy hundredths (0.70) feet;
40. N20°27' 19"E five and forty-nine hundredths (5.49) feet;
41. N69016'3 5"W one and fifteen hundredths (1.15) feet;
42. N20025'22"E twenty-two and seventy hundredths (22.70) feet;
43. S69034'38"E one and twenty-six hundredths (1.26) feet;
44. N20022'1 9"E two and forty-five hundredths (2.45) feet;
45. S69024'06"E two hundred forty-three and forty-two hundredths (243.42) feet;
46. N20035'43"E sixty-two and sixty-eight hundredths (62.68) feet;
47. S69027'19"E one hundred twenty-five and sixty-one hundredths (125.61) feet;
48. N08005'20"E thirty hundredths (0.30) feet;
49. S69°17'31"E sixty-eight and forty-five hundredths (68.45) feet;
50. S0801 1'22"E twenty-three and forty-seven hundredths (23.47) feet;
51. S20°36'31"W one hundred seventy-three and two hundredths (173.02) feet;
THENCE S34025'21"W along said foundation a distance of one hundred twelve and eighty-three
hundredths (112.83) feet to the POINT OF BEGINNING.
Containing 107,931 square feet (2.48 acres).
This description was prepared by Skyka, Sheppard, and Garster, Land Surveyors, and is based on a plan entitled
"Plan Showing Proposed Conveyance of the Gaming Facility Hollywood Slots, Bangor Maine, " prepared for
Bangor Historic Track, Inc., by Shyka, Sheppard & Garster Land Surveyors, dated February 4, 2008, Project No.
04-146. Bearings referenced Grid North, NAD83, Maine East Zone, as shown on said plan. Distances listed above
and shown on said plan are ground distances.
B-4
#23164066 v5