18-82 Resolution No. 18-82
RESOLUTION
CONSENTING TO THE PROPOSED SALE OF THE JOINT VENTURE
INTERESTS IN ELGIN RIVERBOAT RESORT AND THE GRAND VICTORIA
CASINO AND AUTHORIZING EXECUTION OF DOCUMENTS IN
CONNECTION WITH SUCH SALE
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that
the City of Elgin hereby agrees and consents to the sale of the joint venture interests in Elgin
Riverboat Resort to the entities controlled by Eldorado Resorts, Inc., a Nevada corporation, as
outlined and described in the attached letter from the Grand Victoria Casino dated July 19, 2018,
attached hereto and made a part hereof as Exhibit A.
BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS,that City Manager,Richard G.Kozal,be and is hereby authorized and directed to execute
the attached consent letter from the Grand Victoria Casino dated July 19, 2018 attached hereto as
Exhibit A,with such revisions as may be approved by the corporation counsel,and to execute such
other documents in connection with the consent to the proposed sale as approved by the corporation
counsel.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: July 25, 2018
Adopted: July 25, 2018
Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
GRAND VICTORIA CASINO
E L G I N
July 19,2018
VIA CERTIFIED MAIL
City of Elgin
150 Dexter Ct.
Elgin, IL 60120
Attention: William Cogley
Re: Change in control of Elgin Riverboat Resort—Riverboat Casino, an Illinois partnership
("Tenant") under that certain Amended and Restated Ground Lease Agreement, dated as
of December 2, 1998 (the "Original Lease"), by and between the City of Elgin, Illinois, an
Illinois municipal corporation ("Landlord") and Tenant, as modified by that certain First
Amendment to Amended and Restated Ground Lease Agreement, dated September 8, 1999
(the "First Amendment"), that certain Second Amendment to Amended and Restated
Ground Lease Agreement, dated November 19, 2003 (the "Second Amendment"), and that
certain Third Amendment to Amended and Restated Ground Lease, dated August 13, 2014
(the "Third Amendment" and collectively with the Original Lease, First Amendment, and
Second Amendment,the"Lease")
Dear Mr. Cogley:
Reference is hereby made to(i)the Lease and (ii)that certain Interest Purchase Agreement, dated
April 15, 2018, by and among MGM Resorts International, a Delaware corporation, Tenant, MGM Elgin
Sub, Inc., a Nevada corporation ("MGM Elgin"), Illinois RBG, L.L.C., a Delaware limited liability
company ("ERG" and, together with MGM Elgin, the "Sellers"), Eldorado Resorts, Inc., a Nevada
corporation (the "Buyer"), Elgin Holdings I LLC, a Delaware limited liability company ("Elgin Holdings
I"), and Elgin Holdings II LLC, a Delaware limited liability company ("Elgin Holdings II" and, together
with Elgin Holdings I,the "Buyer Purchasing Subsidiaries"), pursuant to which the Sellers have agreed to
sell one hundred percent (100%) of the partnership interests in Tenant to the Buyer Purchasing
Subsidiaries(the "Purchase Agreement", and such transactions contemplated by the Purchase Agreement
being the"Sale Transaction").
By executing this letter in the space provided below, Landlord hereby (i) irrevocably agrees and
consents to the Sale Transaction, (ii) agrees that all of the terms and conditions of the Lease shall remain
in full force and effect after the consummation of the Sale Transaction, and (iii) agrees that any reference
in the Lease or recorded memoranda thereof to Tenant as "Elgin Riverboat Resort—Riverboat Casino, an
Illinois joint venture, doing business as Grand Victoria Casino" is deemed to be a reference to Tenant's
correct legal name of "Elgin Riverboat Resort—Riverboat Casino, an Illinois partnership." Landlord
agrees that the foregoing consent shall satisfy any requirement of Tenant under the Lease (including, but
not limited to, Section 14B and 23C thereof), to obtain Landlord's consent to a change in control of
Tenant.
250 South Grove Ave • Elgin, Illinois 60120
847.468.7000 • grandvictoriacasino.com
8 you or someone you know has a gambling problem,crisis counseling and referral services can be accessed by calling 1.800.GAMBLER(1.800.426.2537).
CHI 69256510x9
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GRAND VICTORIA CASINO
E L G I N
In connection with the Sale Transaction, Landlord hereby certifies to the Buyer and the Buyer
Purchasing Subsidiaries that (a) the Lease is unmodified and in full force and effect; (b) all rent due and
payable under the Lease has been paid through June 30, 2018; (c) there is not any existing default by
Tenant in the payment of any rent or other sum of money under the Lease, and there is not any other
existing default by either Tenant or Landlord with respect to which a notice of default has been served;
and (d)there are not any set-offs, defenses, or counterclaims against enforcement of the obligations to be
performed under the Lease existing in favor of Landlord.
Landlord further acknowledges and agrees that this letter may be relied upon, and runs to the
benefit of, any leasehold mortgagee and/or title insurer of the Buyer and the Buyer Purchasing
Subsidiaries and/or their respective affiliates.
If the foregoing is acceptable to you, please sign in the space provided on the following page and
email your executed copy to Edward Winkofsky at winkofskye@gtlaw.com. Tenant respectfully
requests that you return your executed copy of this letter as soon as possible. Should you have any
questions or concerns regarding this letter,please contact Mr. Winkofsky at 312.456.8440.
Notwithstanding anything to the contrary herein, Landlord's consent and agreement to the Sale
Transaction as provided herein is subject to the terms of the Lease and nothing in this letter is intended
nor shall be construed as amending any terms of the Lease.
This letter may be executed in counterparts, which may be delivered electronically in portable
document format(.pdf), and the signatures to such electronically delivered counterparts shall be treated in
all manner and respects and for all purposes as an original signature,agreement or instrument and shall be
considered to have the same binding legal effect as if it were the original signed version thereof delivered
in person. The person executing this letter on behalf of Landlord hereby represents and warrants that he or
she has the full right and authority to execute this letter on behalf of Landlord and that he or she is
authorized to do so by appropriate actions.
Thank you in advance for your prompt response.
[signature page follows]
250 South Grove Ave • Elgin, Illinois 60120
847.468.7000 • grandvictoriacasino.com
M you or someone you know has a gambling problem.crisis counseling and referral services can be accessed by calling 1.800.GAMBLER(1.60.426.2537).
CHI 69256510v9
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GRAND VICTORIA CASINO
E L G I N
Sincerely,
Elgin Riverboat Resort—Riverboat Casino,
an Illinois partnership
By:
Name: Jeffrey H. Elhers
Its: Authorized Signatory
Agreed and Approved:
The City of Elgin, Illinois,
an Illinois municipal corporation
By:
Name:
Title:
Date:
250 South Grove Ave • Elgin, Illinois 60120
847.468.7000 • grandvictoriacasino.com
If you or someone you know has a gambling problem.crisis counseling and referral services can be accessed by calling 1.600.GAMBLER(1.800.426.2531).
CHI 69256510x9
STATE OF ILLINOIS )
SS
COUNTY OF )
I, a notary public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY THAT Jeffrey H. Elhers, personally known to me to be the
Authorized Signatory of ELGIN RIVERBOAT RESORT—RIVERBOAT CASINO, an Illinois
partnership, and personally known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person and acknowledged that as such he
signed and delivered the said instrument pursuant to proper authority given said partnership, as
his free and voluntary act, and as the free and voluntary act and deed of said partnership, for the
uses and purposes therein set forth.
GIVEN under my hand and notarial seal this day of July, 2018.
Notary Public
[SEAL]
My commission expires:
250 South Grove Ave • Elgin, Illinois 60120
847.468.7000 • grandvictoriacasino.com
CHI 69256510v9 g you or someone you know has a gambling problem,crisis counseling and referral services can be accessed by calling 1.800.GAMBLER(1.800.426.2531).
STATE OF ILLINOIS )
SS
COUNTY OF )
I, , a notary public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY THAT , personally
known to me to be the of THE CITY OF ELGIN, ILLINOIS, an
Illinois municipal corporation, and personally known to me to be the same person whose name is
subscribed to the foregoing instrument, appeared before me this day in person and acknowledged
that as such he signed and delivered the said instrument pursuant to proper authority given said
municipal corporation, as his free and voluntary act, and as the free and voluntary act and deed
of said municipal corporation, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this day of July, 2018.
Notary Public
f [SEAL]
My commission expires:
250 South Grove Ave • Elgin, Illinois 60120
847.468.7000 • grandvictoriacasino.com
If you or someone you krww has a gambling problem,crisis counseling and referral services can be accessed by calling 1.800.GAMBLER(1.800.426.2531).
CHI 69256510x9