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HomeMy WebLinkAbout92-1217 Elgin Riverboat Assignment and Assumption Michael C. Shindler Vice President&General Counsel ,, Hyatt Development Corporation 200 West Madison Chicago, IL 60606 USA Telephone: 312.750.1234 FAX: 312.750.8084 Private Line: 312.750.8435 May 17, 1993 Erwin W. Jentsch, Esq CITY OF ELGIN 150 Dexter Court Elgin, IL 60120-5555 RE: Elgin Riverboat Resort Dear Mr. Jentsch: Enclosed are a duplicate original of each of the • .signment and Assumption of Development Agreement and the Disclosure Stateme t for your files. By a copy of this letter and duplicates of the enclosures to Ms. Mec m, the City Clerk, I am asking her to record receipt of these documents on behalf .f the City and, as indicated in the Assignment, to maintain a copy for the City. Thank you for your cooperation in this matter. Very truly yours, had P .1e MCS/jsa enclosures cc: Dolan=.Mecum Richard L. Schulze Peter A. Simon Dan Azark Andrea Stern ASSIGNMENT AND ASSU PTION OF DEVELOPMENT AGRE MENT THIS ASSIGNMENT AND ASSUMPTION OF D:VELOPMENT AGREEMENT is entered into by and between ELGIN RIVERBOAT R SORT, a Nevada partnership ("Assignor") and RBG, L.P., an Illinois limited partnershi. ("Assignee") as of the 17th day of December, 1992. RECITALS A) Assignor is a party, together with the Cit of Elgin, to that certain Development Agreement dated as of June 2, , 1992 (the "Development Agreement"), pursuant to which Assignor obtained certain rights and undertook certain obligations with respect to real estate owned by the City of Elgin in connection with Assignor s application to obtain a riverboat gaming license from the State of I linois (the "Application"). B) Assignee has become a joint venture partne of Assignor, and Assignor and Assignee jointly have filed the Application. C) The City of Elgin has approved the assignm-nt of a 50% interest in the Development Agreement by virtue of that certain "Resolution Consenting to Elgin Riverboat Resort Partia Assignment to RBG, L.P., an Illinois Partnership, an Affiliate of Hyatt Development Corporation" passed by the City Council of Elgin on Dec-mber16, 1992 (the "Elgin Resolution"). D) Assignor and Assignee desire to execute a d deliver this Assignment and Assumption of Development Agreeme t to effect the assignment of a 50% interest in the Development Agre-ment and to comply with the provisions of the Elgin Resolution. NOW, THEREFORE, the parties hereby agree as follows: 1) Assignor hereby assigns to Assignee 50% of its right, title and interest in and to the Development Agreement. 2) Assignee hereby assumes 50% of the Assio nor's obligations under the Development Agreement. 3) The parties agree that they shall be jointl and severally liable for all obligations to the City of Elgin arising under the Development Agreement, and each agrees to indemnify .nd hold the other harmless from any and against all cost, liability, dam:ge, obligation or expense in excess of each party's respective 50°. share, including, without limitation, reasonable attorneys' fees, arisi g out of the Development Agreement. 4) This Assignment and Assumption of Development Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns, and shall be governed by and construed in accordance with the laws of the State of Illinois. 5) This Assignment and Assumption of Development Agreement is expressly intended to comply with the terms of the Elgin Resolution consenting to this assignment as requested by the parties. 6) The parties shall file a fully executed original or duplicate copy of this Assignment and Assumption of Development Agreement with the City Clerk of the City of Elgin. This Assignment and Assumption of Development Agreement may be relied upon by the City of Elgin in enforcing the terms of the Development Agreement. 7) This Assignment and Assumption of Development Agreement is executed on May 14, 1993, but is and shall be deemed to be effective as of December 17, 1992. IN WITNESS WHEREOF, the parties hereto have executed this Assignment and Assumption of Lease as of the date first above written. ASSIGNOR: ELGIN RIVERBOAT RESORT, an Illinois partnership By: Diamond. old Inc., ::e1;c0r ora •.� Peter A. Simon II President ASSIGNEE: RBG, L.P., an Illinois Ii ited partnership By: HCCA Corporation, a Del. . f orp io its Ge art -r By: i ad L. chulze ,114 ' ice Presid nt DISCLOSURE OF INTE ,' EST WHEREAS, RBG, L.P., an Illinois limited •artnership, an affiliate of Hyatt Development Corporation, has received an assignment •b Elgin Riverboat Resort of fifty percent (50%) of the interest of Elgin Riverboat R sort in a certain development agreement between it and the City of Elgin in which cert.•n real property of the City is the subject of an option to lease; and WHEREAS, the corporate authorities of t e City of Elgin have heretofore consented to said assignment subject to the written disci a sure of owners and beneficiaries and shareholders of any entity having an interest thereu der. NOW, THEREFORE, the undersigned, u der oath, hereby state that the following persons, individually or through corporations, partnerships, or trusts, have an interest in the development agreement: Jay A. Pritzk-r Thomas J. P i'tzker Marshall E. isenberg Harold S. H.ndelsman Richard L. S hulze Carl LaMell Mark Hopla azian Douglas G. I eoga Penny S. Pri .ker RBG, L.P. an Illinois li 't d .artnership By: HCCA i' r ►ra I By: 'Ir � •. hard L. chulze e Presid nt Subs and om to before me o F F c this J day of , 1993. A I s E A L JoAnn P Kr-d,1 . n _ NOTARY RSC B, T = ` ( � MY COMM SS ' a_ ir�S 2- _f.--gt ,Mary Public w ��