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Dubuque Racing Association_Purchase of Hilton Garden Inn HotelTHE CITY OF Dui Masterpiece on the Mississippi Dubuque band AI -America City r 2007 • 2012 • 2013 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Dubuque Racing Association Request to Purchase Hilton Garden Inn Hotel DATE: April 30, 2014 The City has received a request from the Dubuque Racing Association as they complete their process to purchase the Hilton Garden Inn Hotel, also home to Houlihan's Restaurant. The City Council has established the Master Plan for Schmitt Island as a priority. The City has also been working with the Dubuque Racing Association on ways to improve the bottom line, including the elimination of the expenses related to greyhound racing and the purchase of the hotel. The Mystique Casino is experiencing declines in business and needs to be more competitive. The DRA has negotiated an "Asset Purchase Agreement" for the Hilton Garden Inn Hotel. Four things are needed from the City: 1. Approval for the DRA to take out debt to purchase the hotel. (Section 13 of the Amended and Restated Lease Agreement between the City of Dubuque and Dubuque Racing Association Ltd.) 2. Approval to transfer money from the Futures Fund to the Capital Reserve Fund. (See Paragraph 41(a)(x) of the Fourth Amendment to Amended and Restated Lease Agreement between the City of Dubuque and Dubuque Racing Association, Ltd.) 3. Approval to use the content of the Capital Reserve Fund as a down payment on the hotel purchase. (See Section 2, Paragraph 41(a)(vii) of the Fourth Amendment to Amended and Restated Lease Agreement between the City of Dubuque, Iowa, and Dubuque Racing Association, Ltd.) 4. Approval of the Landlord's Consent for the lender, American Trust and Savings Bank. The DRA believes they will get a 6% return on this investment, including enhancements to the competitiveness of the gaming business, which should also lead to increased rent payments to the City. The DRA further anticipates that the hotel and restaurant operations, combined with anticipated incremental gaming revenues generated through the utilization of the hotel, will provide sufficient cash flows to be able to meet the operating, capital and debt service requirements of the hotel and restaurant. I respectfully recommend Mayor and City Council approval. Mic ael C. Van Milligen MCVM:jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Teri Goodmann, Assistant City Manager Crenna Brumwell, Assistant City Attorney Jesus Aviles, President & CEO, Mystique Casino 2 RESOLUTION NO 143-14 AUTHORIZING THE DRA TO MAKE ALTERATIONS TO THE FACILITIES IN EXCESS OF TEN THOUSAND DOLLARS ($10,000), FINANCE CAPITAL IMPROVEMENTS BY INCURRING DEBT AND USING FUTURE FUND DOLLARS AS PART OF A DOWNPAYMENT TO FACILITATE AN ASSET PURCHASE AGREEMENT FOR SUBSTANTIALLY ALL OF THE ASSETS OF DUBUQUE CASINO HOTEL, LLC., INCLUDING BUT NOT LIMITED TO THE HILTON GARDEN INN AND HOULIHAN'S RESTAURANT ASSETS AND OPERATIONS. . WHEREAS, the City of Dubuque, Iowa (hereafter "City"), and the Dubuque Racing DRA, Ltd. (hereafter "DRA"), are parties to an Amended and Restated Lease Agreement dated for reference purposes the 31st day of March, 2004, as amended by the First Amendment dated April 4, 2005, the Second Amendment dated June 29, 2005, the Third Amendment dated February 2, 2009, and the Fourth Amendment dated on or about June 7, 2010; and WHEREAS, Section 13 of the Amended & Restate Lease requires written City consent prior to the DRA commencing alterations to any structure or structures or making additions to any existing structures or facilities in an amount exceeding Ten Thousand Dollars ($10,000) or capital improvements to be purchased by incurring debt; and WHEREAS, the Amended and Restated Lease Agreement, as amended by the Fourth Amendment thereto, provides in paragraph 41(a)(vii) for the establishment and use of a Capital Reserve Fund for use in funding future capital improvements in the discretion of DRA's board of directors; and WHEREAS, the Amended and Restated Lease Agreement, as amended by the Fourth Amendment thereto, provides in paragraph 41(a)(x) for a Future Fund to make distributions to charities and non-profit entities; and WHEREAS, the DRA has been engaged in negotiations with Dubuque Casino Hotel, LLC, for the purchase of substantially all of the assets of Dubuque Casino Hotel, LLC, including, but not limited to, the Hilton Garden Inn and Houlihan's Restaurant assets and operations and assignment of the current lease between Dubuque Casino Hotel, LLC, as lessee, and the City of Dubuque, as lessor, for the real estate and improvements, which lease expires between July 2, 2044 and July 1, 2045, at which time the real estate and improvements thereon (including any improvements made by the DRA following the purchase) shall revert to the City of Dubuque; and WHEREAS, the Board of Directors of the DRA approved the use of the current balance of funds in the Capital Reserve Fund, supplemented by.$700,000.00 from the Future Fund, to be applied toward the purchase price and for, necessary expenses incurred in negotiating and completing the transaction; and WHEREAS, the City has been informed by the DRA that American Trust & Savings Bank ("Lender") intends to make a certain term loan to the DRA, pursuant to the terms of that certain Business Loan Agreement (as the same may hereafter be amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement"), dated as of • June 13, 2014, by and between DRA and Lender; and WHEREAS, the DRA desires to proceed with the purchase on the terms contained in the Asset Purchase Agreement and Exhibits thereto; and WHEREAS, the DRA intends to enter into an Asset Purchase Agreement with Dubuque Casino Hotel, LLC. which requires prior written approval from the City as the transaction will result in: 1) Alterations to any structure or structures or making additions to any existing structures or facilities in an amount exceeding Ten Thousand Dollars ($10,000) 2) Capital improvements financed by incurring debt 3) The use of the $700,000.00 balance in the Future Fund at the time of closing to be transferred to the Capital Reserve Fund, and that the balance of the Capital Reserve Fund, as thus supplemented, is approved for use toward the purchase price; and WHEREAS, the City has determined that the operation of the DRA accomplishes a public purpose by promoting community development and tourism for the civic betterment and social welfare of the City of Dubuque and its citizens. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DUBUQUE, IOWA: Section 1. The City Council has been presented with a request from the DRA pursuant to the Amended and Restated Lease Agreement and subsequent amendments, to facilitate an Asset Purchase Agreement between the DRA and Dubuque Casino Hotel, LLC. for substantially all of the assets of Dubuque Casino Hotel, LLC, including, but not limited to, the Hilton Garden Inn and Houlihan's Restaurant assets and operations and assignment of the current lease between Dubuque Casino Hotel, LLC, as lessee, and the City. of Dubuque, as lessor, for the real estate and improvements, and a Landlord's Consent document; the City Council hereby authorizes the DRA to: 1. Make alterations to any structure or structures or make additions to any existing structures or facilities in an amount exceeding Ten Thousand Dollars ($10,000) 2. Incur debt for capital improvements 3. Use, the $700,000.00 balance in the Future Fund at the time of closing to be transferred to the Capital Reserve Fund, and that the balance of the Capital Reserve Fund, as thus supplemented, is approved for use toward the down payment for the Asset Purchase Agreement. The foregoing approval of the Landlord's Consent is subject to satisfactory review of all documents referred to in the Landlord's Consent by the City Attorney and the City Manager. Passed, approved and adopted this 5th day of Attest: Kevin . Firnstahl, City erk May, 2014 Roy D.ol, Mayor F:\USERS\tsteckle\Lindahl\Casino Hotel -Hilton Garden Inn Purchase\Resolution_Asset Purchase_050514.doc DATE: April 29, 2014 MEMO TO: Honorable Mayor and City Council FROM: Jesus Aviles, President & CEO RE: Purchase of the Dubuque Casino Hotel, LLC. Dubuque Racing Association (DRA) requests approval to use the capital reserve fund, Future Fund, and to issue debt for the purpose of purchasing Dubuque Casino Hotel, LLC. (DCH). DCH is the owner of the Hilton Garden Inn located at 1801 Greyhound Park Road and Houlihan's restaurant located at 1795 Greyhound Park Road. Discussion: DRA requests City approval of this purchase in order to be competitive with increased competition on a regional and local level, which will assist DRA in its mission to provide continued funding to the City of Dubuque and Charitable Organizations. In 2004 DCH leased land from the City of Dubuque for the construction of a hotel and restaurant to be located on Chaplain Schmitt Island and connected to Mystique Casino by a covered walkway. The synergy of the combined properties has been mutually beneficial to the two properties for years. The DRA created a Hotel Committee in January of 2011 to investigate the possibility of purchasing the hotel and restaurant. Negotiations began, but by the end of September of 2011 the two sides could not come to an agreement on the purchase and negotiations were suspended. Two years later in September of 2013 the Hotel Committee was reactivated and negotiation restarted. A "Letter of Intent" was signed in December of that year and due diligence was started. Financing options were secured in February of this year with American Trust & Savings Bank along with Dubuque Bank & Trust. y S IlOUF CASINO k Rd. -6r Dubuque, 1A 520()1 °fir 800.373.3647 An Asset Purchase Agreement was agreed upon and the DRA Executive Committee recommended to the DRA Board of Directors that they purchase the assets of DCH. At the April 29, 2014 meeting of the Dubuque Racing Association Board of Directors a resolution authorizing staff to consummate purchase of the assets of DCH was passed unanimously. DRA intends to purchase the Hilton Garden Inn and Houlihan's restaurant adjacent to the Mystique Casino for a purchase price of $16,000,000. The proposed acquisition will be financed by a combination of (i) current funds (Capital Reserve Fund $2,500,000 and Future Fund $700,000) held by the DRA and (ii) debt financing through local banking institutions. In addition, the DRA must make an additional investment into the property in order to meet certain requirements of the Hilton Franchise Agreement, which it plans to enter into prior to the closing of the acquisition. These capital improvements are expected to be funded through free cash flow from the hotel and restaurant during the first three years of operations. Based on the historical financial results and DRA's anticipated future financial results related to the hotel and restaurant, the DRA expects a return on investment of approximately 6% on the above referenced financial investment. The return on investment includes the impact from gaming operations, which would benefit the City with increased rent. In addition, we anticipate that the hotel and restaurant operations, combined with anticipated incremental gaming revenue generated through the utilization of the hotel, will generate sufficient cash flows to be able to meet the operating, capital and debt service requirements of the hotel and restaurant. These forward-looking estimates are based on historical performance and estimates which involve certain risks and uncertainties, and actual results may differ materially from those used in such estimates. Factors that could cause actual results to differ include, but are not limited to, changes to the financial conditions of hotel and/or restaurant, changes in local, regional or national economic conditions and changes in the competitive landscape. Attached with this memo are copies of the Asset Purchase Agreement, Financial Term Sheet, the approved Resolution by the DRA Board of Directors, and Landlord's Consent. FCJS Draft 4/29/14 LANDLORD'S CONSENT The City of Dubuque, Iowa ("Landlord") has been informed that Dubuque Casino Hotel, LLC ("Tenant") intends to sell substantially all of its assets to Dubuque Racing Association, Ltd. ("Company"). Landlord has further been informed by Company that American Trust & Savings Bank ("Lender") intends to make a certain term loan to the Company (the "Loan"), pursuant to the terms of that certain Business Loan Agreement (as the same may hereafter be amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement"), dated as of June 13, 2014, by and between Company and Lender. The capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Loan Agreement. RECITALS A. WHEREAS, Landlord has made and executed that certain Lease dated July 6, 2005 by and between Landlord and Company (as successor in interest to Tenant) as amended by that certain Amendment 1 to Lease Agreement dated March 21, 2005, as further amended by Amendment 2 to Lease Agreement dated April 4, 2005, as further amended by Amendment 3 to Lease Agreement dated September 6, 2005, as assigned to Dubuque Bank & Trust Company pursuant to that certain Assignment of Lease Agreement among Tenant, Landlord, and Dubuque Bank &Trust Company dated March 23, 2005 (the "Hotel and Restaurant Lease"), pursuant to which Tenant currently leases certain real property and the improvements thereon located in the City of Dubuque, County of Dubuque, State of Iowa as set forth therein; B. WHEREAS, Landlord has made and executed that certain Parking Use Agreement dated July 6, 2005, by and between Company, Tenant, and Landlord, as amended pursuant to that First Amendment to Parking Use Agreement dated May 2, 2005, as assigned to Dubuque Bank & Trust Company pursuant to that certain Assignment of Parking Use Agreement, as amended among Company, Tenant, Landlord, and Dubuque Bank & Trust Company dated March 23, 2005 (the "Parking Lease"), pursuant to which Tenant currently leases certain real property and the improvements thereon located in the City of Dubuque, County of Dubuque, State of Iowa as set forth therein; C. WHEREAS, the Hotel and Restaurant Lease and the Parking Lease, are collectively referred to herein as the "Leases"; D. WHEREAS, Lender intends to extend the Loan to the Company pursuant to the Loan Agreement; E. WHEREAS, The Loan will be secured by various assets of the Company and its affiliates, including that certain Leasehold Mortgage, Fixture Filing and Security Agreement with Absolute Assignment of Leases and Rents (as the same may hereafter be amended, restated, supplemented or otherwise modified from time to time, the "Mortgage") affecting the interest of Company under the Leases and the interest of the Company in the premises demised by the Leases (the "Premises"); and FCIS Draft 4/29/14 F. WHEREAS, Lender has requested that, pursuant to the terms and conditions of the Loan Agreement, Landlord provide this Landlord's Consent (this "Agreement") to the Lender and the Participants. NOW, THEREFORE, in consideration of the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord confirms and agrees as follows: 1. Notwithstanding anything to the contrary contained in the Leases, Landlord hereby consents to: (a) the Company's execution and delivery of the Mortgage, and (b) Lender's recording the Mortgage against Company's interest under the Leases and Company's interest in the Premises. 2. Notwithstanding anything to the contrary contained in the Leases, Landlord hereby consents to Company granting Lender a lien on, and security interest in, Company's personal property and agrees that neither the grant of such lien and security interest, nor the enforcement thereof, will create a default under the terms of the Leases. Lender shall be entitled to enforce its security interest in Company's personal property located upon or in the Premises, provided that Lender shall repair any physical damage caused to the Premises by such removal, and Lender agrees to hire equipment movers carrying public liability insurance to perform such removal. 3. Lender shall be entitled to and shall receive from Landlord prompt written notice of, and Lender shall have a reasonable opportunity to cure, defaults by Company under the Leases including a default in payment of money under the Leases. Lender shall have sixty (60) days (or, if such default cannot reasonably be cured by Lender within such period, such longer period as may be reasonably be required) to cure such defaults. In the event of a default by Company under the Leases, other than a default in the payment of money under the Leases, Landlord shall not terminate such lease without first giving Lender reasonable time within which either (a) to obtain possession of the Premises (by appointment of a receiver, foreclosure or otherwise) and cure such default with reasonable diligence, in the case of a default which is susceptible of being cured after Lender obtains possession of the Premises, or (b) to institute foreclosure proceedings and complete such foreclosure with reasonable diligence, or otherwise acquire Company's interest under such Lease with reasonable diligence, in the case of a default which is not susceptible of being cured by Lender (any such non -curable default shall be deemed to have been cured upon the completion of such foreclosure or acquisition of Company's interest in such Lease); provided, however, that Lender shall pay all rent and other sums payable under such Lease within thirty (30) days after any such sums become due and payable, together with interest on any past due sums at the rate specified in such Lease. If the cure of a non -monetary default requires possession of the Premises by Lender, or if the default cannot be cured by Lender, then Landlord shall not terminate any Lease so long as Lender (y) continues to pay all rent and other sums due to Landlord within thirty (30) days after any such sums become due and payable, together with interest on any past due sums at the rate specified in such Lease and (z) proceed diligently to obtain possession of the Premises through a receiver or prosecute foreclosure proceedings with reasonable diligence. Lender shall give Landlord written notice within thirty (30) days of receipt of notice of default whether Lender intends to cure such defaults of Company. 4. This Agreement may not be modified except by an agreement in writing signed by Landlord and Lender or their respective successors in interest, This Agreement shall inure to the benefit of and be binding upon Landlord and Lender, and their respective heirs, representatives, successors and assigns. Landlord agrees that any transfer of any Lease or the Premises through foreclosure by Lender or similar action or action in lieu thereof shall be permitted by such Lease without any requirement that Landlord consent thereto, provided, the transferee agrees to comply with the terms and conditions of such Lease in writing (including, without limitation any restrictions on the use of the premises as set forth therein) and, regardless of anything to the contrary contained in the Loan Agreement or Related FCJS Draft 4/29/14 Document, the Leases referenced herein shall not be transferable or assignable to another party unless such transferee (or the operator of the Premises) qualifies to operate under the gaming license of the Dubuque Racing Association, Ltd. 5. Landlord acknowledges: a. The Leases are in full force and effect, and have not been modified, supplemented or amended except as set forth above; b. The Leases represent the entire agreement between the Landlord, the Company and the Tenant; there is no existing default on the part of the Landlord, the Company or the Tenant in any of the terms and conditions thereof, and no event has occurred which, with the passing of time or giving of notice or both, would constitute an Event of Default under the Leases; c. Landlord has not received written notice of assignment of the Tenant's interest under the Leases to anyone other than the Company. 6. Any notices sent to Landlord shall, until further notice, be sent by registered mail and addressed as follows: City of Dubuque Attn: Mayor 50 W. 13th St. Second Floor Dubuque, IA 52001 With copies to: City Manager 50 W. 13th St. Second Floor Dubuque, IA 52001 7. Any notices sent to Lender shall, until further notice, be sent by registered mail and addressed as follows: American Trust & Savings Bank Attn: Tori Richter, Senior Vice President 895 Main Street Dubuque, IA 52001 With a copy to: Fuerste, Carew, Juergens & Sudmeier, P.C. Attn: Stephen J. Juergens 151 W. 8th Street 200 Security Building Dubuque, IA 52001 [Remainder of Page Intentionally Left Blank] FCJS Draft 4/29/14 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers. Dubuque Racing Association, Ltd. By: Typed Name: Title: City of Dubuque, Iowa By: Typed Name: Title: [Signature page to Landlord's Consent] CERTIFIED RESOLUTION RESOLUTION OF THE BOARD OF DIRECTORS OF DUBUQUE RACING ASSOCIATION, LTD. April 29, 2014 Whereas, the City of Dubuque, Iowa (hereafter "City"), and the Dubuque Racing Association, Ltd. (hereafter "Association"), are parties to an Amended and Restated Lease Agreement dated for reference purposes the 31st day of March, 2004, as amended by the First Amendment dated April 4, 2005, the Second Amendments dated June 29, 2005, the Third Amendment dated February 2, 2009, and the Fourth Amendment dated on or about June 7, 2010; and Whereas, the Amended and Restated Lease Agreement, as amended by the Fourth Amendment thereto, provides in paragraph 41(a)(vii) for the establishment and use of a Capital Reserve Fund for use in funding future capital improvements in the discretion of Association's board of directors; and Whereas, the Association's CEO and President and his management team have been engaged in negotiations with Dubuque Casino Hotel, LLC, for the purchase of substantially all of the assets of Dubuque Casino Hotel, LLC, including, but not limited to, the Hilton Garden Inn and Houlihan's Restaurant assets and operations and assignment of the current lease between Dubuque Casino Hotel, LLC, as lessee, and the City of Dubuque, as lessor, for the real estate and improvements, which lease expires between July 2, 2044 and July 1, 2045, at which time the real estate and improvements thereon (including any improvements made by the Association following the purchase) shall revert to the City of Dubuque; and Whereas, the Association's President/CEO requests that the Board of Directors of the Page 1 of 4 Association approve the use of the current balance of funds in the Capital Reserve Fund, supplemented by $700,000.00 from the Future Fund, to be applied toward the purchase price and for necessary expenses incurred in negotiating and completing the transaction; and Whereas, the Association desires to proceed with the purchase on the terms and conditions negotiated by the President/CEO and his management team and contained in the Asset Purchase Agreement and Exhibits thereto, and desires that the President/CEO be vested with the authority and discretion to complete those acts necessary for completion of the transaction in consultation with his management team, accountants, and attorneys, NOW, THEREFORE, the Association resolves the following: 1. Resolved, that the Asset Purchase Agreement presented this date to the Board of Directors for approval is herewith approved by the Association, subject to fulfillment of all terms and conditions in the Asset Purchase Agreement prior to or at the closing, and subject to all necessary approvals or consents (by the City of Dubuque, the Association's lenders, and the Iowa Racing and Gaming Commission), for the Asset Purchase Agreement, DRA funds used, debt obtained and incurred by the Association for the purchase, entry into franchise agreements with Houlihan's and Hilton Garden Inn, other ancillary contracts and documents, and the assignment to the Association of the lease between Dubuque Casino Hotel, LLC, as lessee, and the City of Dubuque, as lessor. 2. Further resolved, that $700,000.00 of the balance in the Future Fund at the time of closing shall be transferred to the Capital Reserve Fund, and that the balance of the Capital Reserve Fund, as thus supplemented, is approved for use toward the purchase price. 3. Further resolved, that the President/CEO, acting in consultation with his Page 2 of 4 management team, advisers, and attorneys, is authorized and directed, on behalf of the Association, to (a) consummate the transaction contemplated in the Asset Purchase Agreement upon satisfaction of pre-closing conditions and obtaining all necessary approvals, (b) execute and deliver the Asset Purchase Agreement and such other documents and instruments, with such changes therein as the President/CEO shall deem necessary or appropriate, the execution and delivery thereof being conclusive evidence of such approval; (c) determine whether all terms and conditions precedent to closing contained in the Asset Purchase Agreement have been satisfied, except as the same may be modified or waived, in whole or in part, in a writing signed by the President/CEO and an authorized representative of Dubuque Casino Hotel, LLC, (d) make, request, consent to, or refuse consent to waivers to conditions or extensions thereto, and (e) obtain required approvals of the transaction by the City of Dubuque, the Association's lenders, the Iowa Racing and Gaming Commission, and such other persons or entities whose approval is required by law or agreement. 4. Further resolved, that all actions of the Association's President/CEO taken to date in furtherance of the foregoing resolutions, including, without limitation, directing legal counsel to prepare documents in connection therewith, be, and they hereby are, approved, confirmed and ratified in all respects. 5. Further resolved, that the President/CEO shall be, and hereby is, for and on behalf of the Association, empowered and directed to perform or cause to be performed, either personally or through the Association's agents or attorneys, any and all such actions and to execute and deliver any and all such agreements, notices, instruments, certificates, instructions, requests or other documents as they or any of them may deem necessary or advisable to effectuate Page 3 of 4 the purposes and intent of the foregoing resolutions. CERTIFICATE The undersigned Acting Secretary of Dubuque Racing Association, Ltd., a not for profit corporation organized and existing under the laws of the State of Iowa, does hereby certify that the above Resolution was duly adopted by the Board of Directors of Dubuque Racing Association, Ltd., at a meeting on Tuesday, April 29, 2014, which meeting was duly convened and at which meeting a quorum was present and acting throughout. Page 4 of 4 Brian D. Southwood, Acting Secretary Date: April 29, 2014 SUMMARY DESCRIPTION OF CREDIT FACILITY Acquisition of the Hilton Garden Inn December 6, 2013 80 Percent Loan to Value Financing Borrower: Dubuque Racing Association Lenders: American Trust & Savings Bank and Dubuque Bank & Trust Co. American Trust will act as the originating Lender. Project: The Hilton Garden Inn/Houlihans's project, Dubuque, IA. Facility: Amount: A term loan for the purpose of acquiring the Hilton Garden Inn and Houlihan's Restaurant , 1801 Greyhound Park Drive, Dubuque, IA Up to U.S. Twelve Million, Eight Hundred Thousand, and no/100s dollars ($12,800,000), but no more than 80 percent of the lower of cost or appraised value of the property financed Amortization: Up to 20 years Use of Proceeds: Rate: Payment Dates: Default Rate: Rate Basis: To finance the acquisition of the hotel project, including all furniture, fixtures and equipment therein or attached thereto, parking and related amenities, to be located at 1801 Greyhound Park Drive, Dubuque, IA The Lenders will offer a five year rate fixed at the day of closing at the five-year Treasury plus 2.15 percent. Principal and interest payments due on the 1st day of each month in an amount sufficient enough to amortize the loan over a maximum of 240 months. At any time when an event of default has occurred and is continuing beyond any cure period, all amounts due under the Facility shall bear interest at the rate of 18% per annum. All per annum rates shall be calculated on the basis of a year of 360 days and the actual number of days elapsed. Maturity: 60 months from closing date Security: First Lien—Perfected first priority lien on all DRA assets subject only to liens currently existing on the Mystique Casino financing in place with Lenders: Substantially all the assets of the Borrower, including but not limited to perfected security interests in, and mortgages on, and assignments of lease agreements on substantially all tangible and intangible assets of the Borrower, including but not limited to accounts receivable, inventory, equipment, general intangibles, investment property, intellectual property, license rights, contracts and contract rights, real property, improvements, fixtures, cash, deposit and securities accounts; provided, however, that the Collateral shall not include (i) any governmental license rights, including the gaming licenses to be obtained in connection with the Project, to the extent prohibited by applicable law or the terms of the license, (ii) any other assets that Financial Covenants: cannot be pledged as collateral pursuant to applicable gaming laws and regulations, (iii) such other specific assets or categories of assets of the Borrower as may be mutually agreed upon. i) Within thirty (30) days after the close of each monthly accounting period in each fiscal year, the Borrower and its consolidated Subsidiaries will deliver the consolidated balance sheet, income statement, and statement of cash flows of the Borrower and its consolidated Subsidiaries for such month and for the period from the beginning of the then current Fiscal Year to the end of such month, all in reasonable detail; ii) Within forty-five (45) days after the close of each fiscal quarter, the Borrower and its consolidated Subsidiaries will provide consolidated income statements; balance sheets; and cash flows; including all supporting schedules and comments. The quarterly statements will include a comparative from the corresponding amounts for the corresponding periods of the previous Fiscal Year and the corresponding amounts from the Financial Plan for the current Fiscal Year, all in reasonable detail; iii) Within 120 days of the end of the first Fiscal Year and annually thereafter, the Borrower and its consolidated Subsidiaries will provide consolidated income statements; balance sheets; and cash flows; including all supporting schedules and comments. The annual statements will include a comparative from the corresponding amounts for the corresponding periods of the previous Fiscal Years, all in reasonable detail. The statements and balance sheets shall be audited by independent certified public accountants selected by the Borrowers and acceptable to Lenders and certified by such accountants to have been prepared in accordance with GAAP and to present fairly the financial position of the Borrower and its consolidated Subsidiaries. iv) Establishment of a replacement reserve fund; and v) Other covenants as may be mutually agreed upon between Lenders and Borrower. Governing Law: Governed by the State of Iowa Commitment Fee: $5000.00 Closing Costs: All direct closing costs associated with the transaction will be the responsibility of the Borrower. The Lenders will be reimbursed by the Borrower for all out-of-pocket costs and expenses incurred by the Lenders in connection with the loan, including, but not limited to legal costs and any filing fees. Prepayment: The Borrower may prepay the credit facility during any time of the term of the loan and will only pay a Prepayment Fee if such prepayment of the Loan is being financed with proceeds from a loan issued by a financial institution other than American Trust & Savings Bank or an affiliate thereof. Compliance: Proceedings: Documents: Resolutions: Insurance: Additional Terms: Expiration Date: The Borrower agrees that the project and contemplated use of the real property comply with all applicable zoning ordinances, platting requirements, and other laws and regulations. There shall be at the time of closing no action, proceeding, or investigation pending or threatened (or any basis thereof) which might materially adversely affect the condition, business, or prospect of the Borrower, the project, the real property, or which might adversely affect the ability of the Borrower to perform its obligations under the loan documentation. Prior to closing, the Lenders shall receive copies of such organizational documents of the Borrower as the Lenders may request. This includes, but is not limited to Articles of Incorporation, By -Laws, and Certificate of Good Standing The Lenders will receive a copy of the resolutions of the Borrower authorizing the execution, delivery, and performance of any and all documents related to the contemplated loan transaction. Borrower will maintain full insurance on the property including builder's risk insurance, business interruption insurance, and general liability insurance, and full property coverage. Lenders will be named as Mortgagee on subject property and Loss Payee on contents. The note will be immediately due and payable upon property sale, deed or contract, or any change in ownership. The conditions of this term sheet will May 31, 2014, If an agreement has not been reached by May 31, 2014, rates and terms may need to be renegotiated. Purpose of Term Sheet: This is intended to be a Summary of Principal Terms and Conditions and is intended merely as an outline of the material terms and conditions of the credit facilities described herein. Important terms may remain to be negotiated. Even if agreement in principal should be reached on the terms of financing at a subsequent date, neither party to the financing shall be legally bound until definitive loan documents are signed by the respective parties. This Term Sheet is subject to approval by Lenders' Credit Committees. ASSET PURCHASE AGREEMENT This Asset Purchase Agreement ("Agreement") is made and entered into the day of , 2014, by and among DUBUQUE CASINO HOTEL, LLC, an Iowa limited liability company ("Seller"), and DUBUQUE RACING ASSOCIATION, LTD., an Iowa non-profit corporation ("Buyer"). RECITALS A. Seller owns certain leasehold rights with regard to the Hilton Garden Inn (the "Hotel") and Houlihan's Restaurant ("Restaurant") and owns related business assets used in the operation of the Hotel and Restaurant (the "Seller's Business"); and B. Buyer is desirous of purchasing substantially all of the assets of Seller's Business, including certain leasehold interests, related furniture, fixtures and equipment, and certain other assets of Seller's Business, and Seller is willing to sell Seller's Business and such assets under the terms and conditions which follow. IT IS, THEREFORE, for valuable consideration, the receipt of which is acknowledged, agreed that Seller's Business shall be sold and purchased under the following mutual terms and conditions. AGREEMENT 1. Purchase and Sale of Assets. 1.1 Assets to be Transferred. The assets of the Seller's Business (the "Assets") to be transferred by Seller are: (a) All of Seller's leasehold rights (and the related improvements) to the Hotel and Restaurant (together the Hotel and Restaurant are referred to as the "Improvements"); (b) All furniture, fixtures, and equipment related to the Improvements, including those specifically described on Exhibit "1.1" attached hereto; (c) All of Seller's interest in and to that certain Lease Agreement wherein Seller is the lessee and the City of Dubuque, an Iowa municipal corporation (the "City") is the lessor, dated July 6, 2004, as that Lease Agreement may have been amended (the "DCH -City Lease"); (d) All of Seller's interest in and to that certain Parking Use Agreement by and between Buyer, Seller and City dated July 6, 2004, as that Parking Use Agreement may have been amended (the "Parking Use Agreement"); (e) (f) (g) All of Seller's interest in and to that certain Houlihan's Restaurant, Inc. Franchise Agreement with Seller dated October 28, 2004, as it may have been amended (the "Houlihan's Franchise Agreement"); All of Seller's interest in and to that certain Hilton Garden Inn Franchise Agreement dated , 2005, as it may have been amended (the "Hilton Garden Inn Franchise Agreement"); All of Seller's interest in the contracts and vendor relationships expressly listed on Exhibit 1.1(g) attached hereto, and all prepaid expenses and deposits (but excluding any and all of Seller's cash reserve accounts, including such cash reserve accounts listed on Schedule 1.1(g) attached hereto) related to such contracts and/or vendor relationships; (h) All personal property of Seller located at the Improvements described on Exhibit 1.1 attached hereto, including office supplies, Restaurant and Hotel supplies, inventories, and other personal property of Seller related to the Improvements; (i) Seller's shuttle bus with VIN number lfdee35199da10166 (Buyer agrees and acknowledges that Buyer shall be solely responsible for any and all use or transfer taxes related to the transfer of the foregoing vehicle); (j) All licenses, permits and certificates of occupancy, if any, issued by any federal, state, county or municipal authority relating to the use, maintenance or operation of the Improvements, running to, or in favor of, Seller, all to the extent that such licenses, permits and certificates of occupancy are assignable, all of which are described in Exhibit 1.1(j); (k) All of Seller's business, financial, and operations records and data, customer lists and files, in any form or media, and -2- (1) telephone numbers (to the extent that each may be assignable); and, All of Seller's right, title and interest to any leased equipment described on Exhibit 1.1(1) attached hereto and by this reference made a part hereof. 1.2 Excluded Assets. Buyer will not acquire any other assets of Seller including, but not limited to, cash and cash equivalents, accounts receivable, notes receivable, Seller's cash reserve accounts as described in Section 1.1(g), and any and all assets that are not specifically described in this Agreement or that are not related to Seller's Business (the "Excluded Assets"). 1.3 No Encumbrances. The sale of the foregoing assets shall be free and clear of all liens, liabilities and encumbrances, except as expressly provided for herein. 1.4 Purchase Price. As consideration for the purchased Assets, Buyer will pay to Seller the sum of $16,000,000.00 (the "Purchase Price"). The Purchase Price shall be paid by Buyer to Seller in full at the Closing (defined herein), via certified check, wire transfer or other means acceptable to Seller. 1.5 Allocation of Purchase Price. The allocation of the Purchase Price by and among these assets is set out in Exhibit "1.5" attached hereto and by this reference made a part hereof. The parties shall prepare the applicable Department of Treasury form required pursuant to Internal Revenue Code Section 1060 to allocate the purchase price at the time of closing upon the allocation stated in Exhibit "1.5" attached. 2. Liabilities of Seller. Except as hereinafter provided, Buyer will assume no liabilities or obligations of Seller of any nature, except for those liabilities and obligations as set forth on Exhibit "2" attached hereto (the "Assumed Liabilities"). Seller shall indemnify and hold Buyer harmless from any liability of Seller related to liabilities or obligations of Seller arising or occurring on or prior to the Closing Date. Seller shall hold Buyer harmless from any liability, costs or expenses arising by reason of Seller's nonpayment or nonperformance of any such debts, obligations or liabilities retained by Seller or not assumed by Buyer hereunder. Buyer shall assume, agree to pay and discharge when due the debts, obligations and liabilities of Seller in connection with the Assumed Liabilities to the extent such debt, obligation or liability was incurred after the Closing Date. Buyer shall indemnify and hold Seller harmless from any liabilities or obligations of Buyer arising or occurring after the Closing Date and from any liability, cost or expense arising by reason of Buyer's nonpayment or nonperformance of any of the Assumed Liabilities. Each party will notify the other promptly following its receipt of any statement or claim for expenses of the Seller's -3- Business occurring during the period in which expenses of the Seller's Business were the responsibility of the other. 3. Employees. Seller hereby discloses to Buyer that Seller has no employees. Further, Seller has entered into that certain Management Agreement with Aimbridge Hospitality (the contractual manager with respect to the Improvements). Subject to the foregoing, at the request of Buyer, Seller shall provide reasonable assistance to Buyer with regard to the continuation of services by Aimbridge Hospitality to Buyer with respect to the Improvements. In the event Buyer determines (in Buyer's sole discretion) NOT to continue to utilize the management services provided by Aimbridge Hospitality, Seller shall be responsible for terminating any and all agreements with Aimbridge Hospitality (including but not limited to the Management Agreement) effective as of the Closing. In any event, Seller shall be in full compliance with all applicable laws (including but not limited to the federal Workers Adjustment and Retraining Act (WARN), 29 U.S.C. § 2101 et seq., and regulations promulgated thereunder and the Iowa Worker Adjustment and Retraining Notification Act, Iowa Code § 84C.1 et seq. (2013). Seller shall be solely liable for any fees, penalties, legal costs or other costs related to any such termination(s). Notwithstanding any provision herein to the contrary, Seller shall provide a notice of cancellation to Aimbridge Hospitality at least sixty (60) days prior to the Closing. In no event shall Seller be responsible for any obligations for which Buyer has contracted with Aimbridge Hospitality after the sixty (60) day cancellation notice has been provided from Seller to Aimbridge Hospitality. 4. Confidentiality. Without the other party's written consent, neither Seller nor Buyer or their respective members, agents, representatives, or employees, shall disclose to any person the -Willis of this Agreement, or any of the terms, conditions, documents, records, or other information provided by one party to the other for purposes of due diligence and discussions pursuant to this Agreement, including all information or records furnished to Buyer under the provisions of this Agreement, except to (i) their respective members, officers, directors, managers or corporate committees, counsel, accountants, transaction advisors, bankers, or other fmanciers, and (ii) the City of Dubuque, the Iowa Racing and Gaming Cornrnission, and other governrnental bodies to whom disclosure is required by contractor or by law. The parties also acknowledge that Buyer has certain obligations with respect to obtaining consents and approvals with regard to this transaction which will cause it to become public, and Seller has similar, but less extensive, approval requirements in connection with the City of Dubuque which will cause it to become public. 5. Time and Place of Closing. The sale hereunder of all Assets shall occur and all transfers shall be on or before the close of business on the 16th day of June, 2014, which shall herein be referred to as the "Closing" or "Closing Date" at the offices of Kane, Norby & Reddick, P.C. or such other location and at such time as is mutually agreed upon by the parties. 6. Seller's Obligations at Closing. At the Closing, Seller shall deliver to Buyer the following instruments, in form and substance reasonably satisfactory to Buyer and its counsel, against the delivery of the items specified in Section 7. —4— 6.1 Such instruments of transfer as shall be required or as may be reasonably requested by Buyer in order to vest in Buyer good, indefeasible and marketable title to all of the Assets to be transferred under this Agreement, free and clear of all liens and encumbrances of every nature, including an assignment and assumption agreement, bill or bills of sale and any assignments or other transfer documents necessary in connection with the transfer of the Assets and any required consents thereto. 6.2 Certified resolutions of the Members and Managers authorizing the execution, delivery and performance of this Agreement and all other transactions to be taken by Seller hereunder. 6.3 A release of all liens and encumbrances against the Assets, if any, including but not limited to the following: a. Financing Statement No. E673629 filed April 18, 2005 with the Iowa Secretary of State by Dubuque Casino Hotel, LLC as debtor in favor of Dubuque Bank & Trust Company as secured party, and continued pursuant to a Financing Statement No. E10009700-3 dated February 9, 2010. 6.4 Intentionally left blank. 6.5 Seller shall pay real estate taxes prorated to the Closing Date pursuant to the DCH -City Lease based upon the most recent fiscal year for such real estate taxes. Buyer shall be responsible for all subsequent taxes after the Closing. 6.6 Insurance. (a) The parties hereto acknowledge that all of Seller's past and present policies of insurance providing coverage of any kind for the Hotel, Restaurant, their respective assets and operations, or the properties on which they are located are NOT assignable and that all such insurance policies shall be cancelled as of the Closing Date. Buyer agrees and acknowledges that Seller shall receive a credit for any and all premium refunds to which Seller would be entitled to if the foregoing policies were cancelled as of the Closing Date. (b) However, Seller shall, at Seller's expense, purchase and maintain business discontinued operations insurance coverage for two (2) years after the Closing in a commercially reasonable amount consistent with past coverages of Seller. Seller's policy shall add Buyer as an additional insured thereunder. Seller shall be responsible for all costs related to claims incurred under such insurance coverage including any deductibles and other costs not covered by such insurance policy. -5- 6.7 PIP. Seller shall transfer $300,000 to Buyer at closing to assist Buyer in covering the costs associated with the Product Improvement Plan delivered by Hilton Garden Inn to Buyer, via certified check, wire transfer or other means acceptable to Buyer. 6.8 Outstanding gift certificates as of Closing. Seller shall transfer to Buyer, in cash, the agreed amount of all issued but unused (in part or in whole) gift certificates for the Hotel or Restaurant as of the Closing, which amount shall be determined pursuant to the methodology set forth on Schedule 6.8 attached hereto and made a part hereof; such payment shall be made via certified check, wire transfer, or other means acceptable to Buyer. The amount described in this Section 6.8 shall be calculated based upon the agreed upon procedures as outlined in the email between Seller and Buyer dated April 8, 2014, which email is attached to Schedule 6.8 hereto. 6.9 Accrued Employee Benefits. Seller shall transfer to Buyer at the Closing, in cash, an amount equal to the total amount of accrued benefits as of the Closing Date that will be paid by Buyer during the ordinary course of business. Such accrued employee benefits include, but are not limited to, accrued vacation, sick, holiday and/or PTO days. 7. Buyer's Obligations at the Closing. At the Closing, Buyer shall deliver to Seller the following instruments, in form and substance reasonably satisfactory to Seller and its counsel, against delivery of the items specified above. 7.1 Certified check, electronic transfer, or other means acceptable to Seller in the amount of the payment owed pursuant to Section 1.4. 7.2 Certified resolutions of the Board of Directors authorizing the execution, delivery and performance of this Agreement and all of the transactions to be taken by Buyer hereunder. 7.3 Certified check, electronic transfer, or other means acceptable to Seller in the amount of the outstanding account receivable with regard to the rooms used by Buyer at the Hotel. 8. All Transactions Of Each Closing Simultaneous. All transactions contemplated under this Agreement shall be deemed to be simultaneous and the execution, delivery and closing of each of such transactions shall be a condition of the obligation of the parties to execute, to deliver and to close all other transactions contemplated. 9. Warranties, Representations and Agreements of Seller. Seller represents, warrants and agrees with respect to Seller's Business that: -6- 9.1 Organization and Standing. Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Iowa and has the corporate power to own its properties and carry on its business as is now conducted. 9.2 Authority. The execution and delivery of this Agreement by Seller and the carrying out of this Agreement by Seller has been duly authorized by Seller's managers and members. No other corporate action is required to authorize the transactions contemplated hereby, and Seller will have full right, power and authority to carry out its agreements hereunder in all respects at the closing date. 9.3 No Breach, Statute or Contract. Neither the execution and delivery of this Agreement, nor compliance with the terms and provisions of this Agreement on the part of Seller, will cause Seller to breach any statute or regulation of any governmental authority, domestic or foreign, or violate any order or decree to which Seller is subject, or will, on the closing date, conflict with or result in a material breach of any of the terms, conditions or provisions of any agreement or instrument to which Seller is a party, or by which it may be bound, or constitute a material default thereunder. 9.4 Title to Assets. Seller has good and marketable title to all of the Assets, to be sold hereunder, subject to no mortgage, pledge, lien or encumbrance, except as listed in Exhibit "9.4" hereto. Except as provided on Exhibit 9.4 hereto, Seller has not leased any of the Assets used in the Seller's Business owned by it, and is in possession of all of the Assets. As of the Closing, the Assets sold hereunder are in good operating condition as of the closing date, ordinary and reasonable wear and tear excepted. The preceding warranty regarding condition of the Assets shall extend for 30 days beyond the Closing Date. 9.5 Litigation. There is no litigation, claim or arbitration against Seller pending which seeks to enjoin the transactions contemplated by this Agreement or which would restrict the sale and transfer of the assets of the Seller's Business, nor is there any such litigation, claim or arbitration threatened, nor is there any investigation or governrnental proceeding pending or threatened relating to Seller, nor does Seller have knowledge of any basis for any such litigation, claim, arbitration, investigation or proceeding. 9.6 Inventory. All inventory and supplies included in the purchased Assets as of the Closing Date consist of a quality usable in the ordinary course of the Hotel and Restaurant businesses and at quantities consistent with historical levels. -7- 9.7 Intellectual Property. Seller does not own any Intellectual Property and has not infringed on the Intellectual Properly of another person. For purposes of this Agreement, Intellectual Property means any and all of the following in any jurisdiction throughout the world: (i) trademarks and service marks, including all applications and registrations and the goodwill connected with the use of and symbolized by the foregoing; (ii) copyrights, including all applications and registrations related to the foregoing; (iii) trade secrets and confidential know-how; (iv) patents and patent applications; (v) internet domain naive registrations; and (vi) other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present and future infringement and any other rights relating to any of the foregoing). 9.8 Assigned Contracts. Exhibit "1.1(g)" includes each contract included in the purchased Assets and being assigned to and assumed by Buyer (the "Assigned Contracts"). Each Assigned Contract is valid and binding on Seller in accordance with its terms and is in full force and effect. None of Seller or, to Seller's knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Assigned Contract. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Assigned Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Assigned Contract have been made available to Buyer. There are no disputes pending or threatened under any Assigned Contract. Seller shall be solely responsible for any damages, termination fees, or penalties arising out of Seller's termination of any contract of Seller that is not expressly assumed by Buyer. Notwithstanding the foregoing, Buyer shall be responsible for any assignment and transfer fees associated with the assignment of the Hilton Garden Inn Franchise Agreement and the Houlihan's Franchise Agreement, together with any termination fees incurred after the Closing Date. 9.9 Permits. Exhibit "1.1(j)" lists all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained from governmental authorities included in the purchased Assets (the "Transferred Permits"). The Transferred Permits are valid and in full force and effect. All fees and charges with respect to such Transferred Permits as of the date hereof have been paid in full. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Transferred Permit. -8- 9.10 Compliance With Laws. To Seller's knowledge, Seller has complied, and is now complying, with all applicable federal, state and local laws and regulations applicable to ownership and use of the purchased Assets. 9.11 Brokers. Buyer has no obligation to any broker, finder or investment banker for any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement. Seller has no obligation to any outside broker, finder or investment banker for any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement. Buyer shall have no liability to any broker, finder or investment banker or other parry claiming through Seller. Seller shall indemnify and hold harmless Buyer from and against any and all claims, obligations or liabilities arising out of or related to any such fee or commission owed by Seller to any outside broker, finder or investment banker. 9.12 Material Adverse Change. Since December 31, 2013, there has not been any change, event or development that has, individually or in the aggregate, had, or would reasonably be likely to have, a material adverse effect on the Seller's Business. Between December 31, 2013 and the date hereof, the Seller has conducted its business in all material respects in, has not entered into any material transaction other than in accordance with, the ordinary course of business, and has not taken any action that, if taken subsequent to the execution of this Agreement and prior to the Closing, would constitute a breach of any covenant. 9.13 Financial Statements. The December 2013 financial statements were provided by the Seller on January 29, 2014 ("Financial Information"). The Financial Information was prepared in accordance with U.S. generally accepted accounting principles in effect at the time of such preparation applied on a consistent basis throughout the periods involved ("GAAP") and fairly and accurately presents in all material respects the financial position of the Seller's Business as of the dates or periods represented by such Financial Information. 9.14 No Undisclosed Liabilities. Except for liabilities reflected or reserved against in the December 31, 2013 balance sheet provided on January 29, 2014, the Seller's Business has no liabilities, whether absolute, accrued, contingent or otherwise. 9.15 Environmental Matters. a. The Seller, to its knowledge, is in compliance with all applicable environmental laws (which compliance includes the possession by the Seller of all permits and other governmental authorizations required -9- under applicable Environmental Laws, and compliance with the terms and conditions thereof); b. (i) no condition exists which would reasonably be expected to result in a material adverse effect pursuant to any environmental law, and (ii) to Seller's knowledge, no hazardous materials exist on or at the real property on which the Improvements are located in violation of any Environmental Law; c. There is no environmental claim pending or, to the knowledge of Seller, threatened against the Seller and there are no facts or circumstances relating to the past or present business or operations of the Seller's Business that could reasonably be expected to give rise to any material liability under any environmental law; and d. Seller does not have, or is not aware of, any reports, studies or related documents produced relating to environmental conditions, environmental laws or environmental claims involving the Seller's Business or the real property on which the Improvements are located (including without limitation any Phase I or Phase II inspections). 9.16 Taxes. a. The Seller has timely filed with appropriate taxing authorities all tax returns required to be filed by it. Such tax returns are correct, complete and accurate in all material respects, and all taxes shown as due on such tax returns have been paid. b. There are no outstanding requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment or collection of any material taxes or deficiencies against the Seller. o, No federal, state, local, or foreign audit, investigation or examination for which Seller has received written notification are presently pending with regard to any taxes or tax returns of the Seller. d. All taxes that are (or were) required by law to be withheld or collected with respect to the income or operations of the Seller's Business or the ownership of the Assets in connection with amounts paid or owing to any employee, independent contractor, creditor, equity holder or other third party have been duly withheld or -10- collected, and have been timely paid over to the proper authorities to the extent due and payable. e. There are no encumbrances for taxes upon the Assets of the Seller's Business, except for encumbrances for taxes not yet due and payable. f. Immediately prior to, and immediately subsequent to, the consummation of the sale of the Assets pursuant to the provisions of this Agreement, Seller will be solvent, with the ability to pay its debts as they become due. For purposes of this Agreement, "solvent" shall mean that the present fair saleable value of Seller's assets is greater than the amount that will be required to pay Seller's liability on its existing debts as they become absolute and matured. g. The State of Iowa is the only state in which Seller is required to file an annual income tax return, and Seller is not required, to its knowledge, to file an income tax return in any other state (other than a federal return). h. Seller collects any applicable hotel and/or motel taxes as part of its sales tax collections through the Closing. 9.17 Real Property. a. For purposes of this Agreement, "Real Property" means the Seller's interest in and to the DCH -City Lease, together with all buildings and other improvements thereon. b. With respect to the Real Property: At Closing, Seller shall have good and marketable title to the Improvements on the real estate, subject to the DCH -City Lease, Parking Use Agreement, and easements and restrictions of record. ii. The Seller has good and valid rights of ingress and egress to and from all Real Property from and to the public street systems for all usual street, road and utility purposes. iii. The buildings on the Real Property (the "Structures") have access to all water, sewer, gas, electric, telephone and drainage facilities, and all other utilities required by any —11— applicable Law sufficient for the current use and operation thereof. iv. None of the Structures or the conduct of the Seller's Business therein, violates any restrictive covenant applicable to the Seller or the Property. v. Seller has not received written notice of any current or pending material regulatory proceedings or .administrative actions relating to any portion of the Property. vi. Except as listed on Exhibit 9.17(b)(vi) attached hereto and by this reference made a part hereof, there are no lease subleases, licenses, concessions or other agreements, written or oral, granting to any person or persons the right of use of occupancy of any portion of the Property or any portion thereof. 9.18 Insurance. Seller has provided an accurate and complete list of each insurance policy which covers the Seller or its business, properties, assets or employees. Such policies are in full force and effect, all premiums thereon have been paid, and the Seller is otherwise in compliance in all material respects with the terms and provisions of such policies. The Seller has not received any notice of cancellation or non -renewal of any such policy or arrangement nor has the teiniination of any such policies or arrangements been threatened, and there exists no event, occurrence, condition or act (including the consummation of the transactions contemplated by this Agreement) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would entitle any insurer to terminate or cancel any such policies. There are no pending claims. The Seller has provided accurate and complete claims history reports for the Seller during the past five (5) years (including with respect to insurance obtained but not currently maintained). 9.19 Affiliate Transactions. There are no contracts in the ordinary course of business or liabilities between the Seller's Business and its operations, on the one hand, and Seller or any Affiliate of Seller, on the other hand. 9.20 Abandoned Property / Escheat Laws. Seller has complied with all abandoned property / escheat laws in all jurisdictions and has timely filed all required reports and submitted such abandoned property within the lawful time period(s). -12- that: 9.21 Representations True at Closing. All the representations and warranties of Seller under this Agreement shall be true as of the Closing Date, as if such representations and warranties were made at and as of such date. 10. Warranties, Representations and Agreements of Buyer. Buyer warrants and represents 10.1 Organization and Standing. Buyer is a non-profit corporation duly organized, validly existing and in good standing under the laws of the State of Iowa, and has the power to own its properties and carry on its business as is now conducted; 10.2 Authority. The execution and delivery of this Agreement by Buyer and the carrying out of this Agreement by Buyer has been duly authorized by Buyer's directors and members (if applicable). No other action, other than the prior satisfaction of those matters identified as conditions to Buyer's obligation to close in paragraph 12 hereof ("Buyer's Obligation to Close"), including but not limited to the approvals required in sec. 12.4 ("Approvals"), is required to authorize the transactions contemplated hereby and Buyer will have full right, power and authority to carry out its agreements hereunder in all respects at the Closing Date; 10.3 No Breach, Statute or Contract. Neither the execution and delivery of this Agreement, nor compliance with the terms and provisions of this Agreement on the part of Buyer, will cause Buyer to breach any statute or regulation of any governmental authority, domestic or foreign, or violate any order or decree to which Buyer is subject, or will, on the Closing Date, conflict with or result in a breach of any of the terrns, conditions or provisions of any agreement or instrument to which Buyer is a party, or by which it may be bound, or constitute a default thereunder; 10.4 Representations True at Closing. All the representations and warranties of Buyer under this Agreement shall be true as of the Closing Date, as if such representations and warranties were made at and as of such date. 11. Seller's Obligation to Close. The obligation of Seller under this Agreement is subject to the fulfillment of the following conditions, any one or more of which may be waived by Seller. If any of such conditions shall not have been met or complied with on the Closing Date, Seller may withdraw from this Agreement forthwith on such date by written notice to Buyer, without any further obligation on its part or on the part of Buyer. Such conditions are the following: 11.1 Representations True at Closing. The representations and warranties of Buyer set out herein shall then be correct, with the same force and effect as if such representations and warranties had been made on and as of the Closing Date; —13— 11.2 Performance by Buyer. Buyer shall have complied with all covenants and conditions of this Agreement which axe to be complied with by Buyer on or before the Closing Date; 11.3 Injunction. No injunction, suit or proceeding shall have been instituted or threatened by or before a court or other governmental body to restrain or prevent any of the transactions contemplated hereby; and 11.4 Release. On or prior to the Closing, all members of Seller (or members of a member of Seller) shall have been released from any personal liability from personal guaranties of debt, pledges to creditors or franchisors, or similar obligations, made or undertaken by any member for the direct benefit of Seller in its acquisition of, and operation of, the Assets. By way of clarification, this condition imposes no obligation on Buyer but is rather, solely a contingency regarding Seller's obligation to close. 11.5 Franchise Termination Fees. Seller shall have been relieved from any liability for termination fees or similar payments under Seller's agreements with franchisor as described in Section 12.8 below. 11.6 Estoppel Certificates. At the Closing, Buyer shall be provided with an estoppel certificate in a form acceptable to Buyer, with respect to the DCH -City Lease and the Parking Use Agreement. 12. Buyer's Obligation to Close. The obligation of Buyer under this Agreement is, at its election, subject to the following conditions, any one or more of which may be waived by Buyer. If any of such conditions shall not have been met or complied with on the Closing Date, Buyer may withdraw from this Agreement forthwith on such date by written notice to Seller without further obligation on their part or on the part of Seller. Such conditions are the following: 12.1 Representations and Warranties True at Closing. The representations and warranties of Seller set forth herein shall then be correct with the same force and effect as if such representations and warranties had been made on and as of the Closing Date; 12.2 Performance by Seller. Seller shall have fully complied with all covenants and conditions of this Agreement to be complied with by it on or before the Closing Date; 12.3 Injunction. No injunction, suit or proceedings shall have been instituted or threatened by or before a court or other governmental body to restrain or prevent any of the transactions contemplated hereby; -14- 12.4 Approvals. Buyer shall be in receipt of all required goverrnnental approvals and third party consents including, but not limited to, the following: (i) the City of Dubuque City Council; (ii) the State of Iowa Racing and Gaming Commission; (iii) Hilton Garden Inn corporate approval; and (iv) Houlihan's Restaurant corporate approval. 12.5 Financing. Buyer shall obtain financing upon terms satisfactory to Buyer in Buyer's sole and absolute discretion by no later than May 15, 2014. 12.6 Real Estate Taxes. Buyer shall obtain a determination, satisfactory to Buyer in Buyer's sole discretion, from the City of Dubuque, Iowa, that Buyer shall not be subject to real estate taxes accruing on the real estate legally described on Exhibit 12.6 attached hereto and by this reference made a part hereof, for the fiscal year ending June 30, 2016. Buyer agrees and acknowledges that Buyer may be subject to the real estate taxes accruing prior to the fiscal year ending June 30, 2016. 12.7 Tax Opinion. By no later than May 31, 2014, Buyer shall obtain a tax opinion, satisfactory to Buyer in Buyer's sole discretion, that neither the acquisition of the Assets, nor their operation, by Buyer will result in material risk of loss of Buyer's tax-exempt status under Iowa law or under the U.S. Internal Revenue Code. 12.8 Franchise Agreements. Buyer shall obtain, as of the Closing, in Buyer's sole discretion: (1) an assignment of all franchise agreements for the Hotel and Restaurant, and any amendments thereto; or (2) a new franchise agreement with respect to either the Hotel or Restaurant; or (3) some combination of (1) or (2); provided, however, that in any event, any such assignment or agreement shall relieve Seller from any liability for termination fees or similar payments under Seller's agreements with said franchisors. 12.9. The business of Seller, from and after the execution hereof through and including the Closing Date, being operated in a normal and appropriate manner. This condition shall include but not be limited to, Seller operating Seller's business (i.e. Hotel and Restaurant) in a fashion consistent with its past operation and in compliance with all Hotel and Restaurant franchise agreement requirements and DCH -City Lease requirements. 12.10 Material Adverse Change. There shall have been no material adverse changes in the financial condition, business, prospects, or Assets of the Seller's Business from December 31, 2012 through the Closing Date. -15- 12.11 Outstanding Claims, Litigation. To Seller's knowledge, no outstanding claims, litigation or other administrative investigations shall have been instituted or threatened which adversely affect the business or Assets of Seller. 12.12 Marketable Title in City of Dubuque. The abstract of title obtained by Buyer or City, at no expense to Seller, shall show marketable title to the underlying real estate of the DCH -City Lease to be in the City of Dubuque, free and clear of liens and encumbrances except as expressly provided for in this Agreement. The abstract shall be obtained from Abeln Abstracting or other abstractor qualified by the Guaranty Division of the Iowa Housing Finance Authority, in Buyer' s sole discretion. Seller shall make reasonable efforts with the City, at no out of pocket expense to Seller, to obtain cure of any defects in marketable title, by May 31, 2014. If the above marketable title condition is not satisfied to Buyer's reasonable satisfaction on or before May 31, 2014, or cannot be established by such date due to delay in delivery of the abstract, this Agreement shall continue in force and effect, and the Closing Date delayed, pending further efforts by Buyer to determine marketable title based upon the abstract and/or further efforts by Seller to obtain cure to title defects; provided, however, that either party may rescind the Agreement after giving ten (10) days prior written notice, on or after June 1, 2014, during which 10 -day period the Seller (if notice is given to Seller) may obtain cure of title defects making the title marketable to Buyer' s reasonable satisfaction or to obtain Buyer's written agreement for further time to do so, and the Buyer's notice of rescission shall then be deemed null and void, and during which 10 -day period Buyer (if notice is given to Buyer) may, but shall have no obligation to, deem the condition satisfied or waived or obtain Seller's agreement to extend the time for doing so, and the Seller's notice of rescission shall then be deemed null and void. In any case, the parties may, but are not obligated to, mutually agree in writing to the withdrawal of a notice of rescission within the 10 -day period of the notice, in which case it shall then be deemed null and void. 13. Survival of Obligations. Except as may otherwise be provided herein, all of the warranties, representations, indemnities and other agreements made by Seller or Buyer in this Agreement or pursuant thereto shall survive the Closing for a period of two (2) years. 14. Iowa Sales/Use/Transfer Tax. Seller warrants that there are no delinquent sales tax, use tax, real estate transfer tax, penalties, or interest that is due to the State of Iowa or any other state. Seller acknowledges that it shall be responsible for, and shall timely pay, any and sales tax, use tax, real estate transfer tax, other transfer taxes or transfer fees, if any, which may arise as a result of this transaction. Seller agrees to execute and deliver, at the closing, a certified statement in the form attached hereto as Exhibit 14. Notwithstanding the foregoing, Buyer agrees and acknowledges that Buyer shall be solely responsible for any and all use or transfer taxes arising out of the transfer of any vehicles from Seller to Buyer pursuant to this Agreement. - 1 6- 15. Indemnifications. 15.1 Indemnities by the Parties. Seller and Buyer shall indemnify, defend and hold harmless the other, from and against: 15.1.1 Unassumed Liabilities.. Seller shall indemnify, defend and hold harmless Buyer from and against any and all liabilities and obligations of, or claims against, Seller not expressly assumed by Buyer hereunder. Buyer shall indemnify, defend and hold harmless Seller from and against any and all liabilities and obligations of, or claims against, Buyer not expressly assumed by Seller hereunder. 15.1.2 Misrepresentations. Any and all damage, expense or cost caused by the breach of any warranty or representation, or for any and all damage and deficiency resulting from any misrepresentation, breach of warranty, or nonfulfillment of any obligation under this Agreement, any schedule hereunder or any related agreement. 15.1.3 Actions. All demands, assessments, costs and legal and other expenses arising from or in connection with any action, suit, proceeding or claim incident to any of the foregoing. 15.2 Notice and Defense of Claims. Upon the assertion of any claim that may give rise to some liability of either party or a party's successor in interest, the party against whom such claim is asserted (the "indemnified party") shall promptly notify the other party (the "indemnifying party") after obtaining knowledge of any claim against the indemnified party as to which recovery may be sought against the indemnifying party because of the indemnities set forth above, and (if such indemnity shall arise from the claim of a third party) shall permit the indemnifying party to assume the defense of any such claim or any litigation resulting from such claim. Failure by the indemnifying party to notify the indemnified party of its election to defend any such claim or action by a third party within 15 days after written notice thereof shall have been given to the indemnifying party shall be deemed a waiver by the indemnifying party of its right to defend such claim or action. If the indemnifying party assumes the defense of any such claim or litigation resulting therefrom, the obligations of the indemnifying party hereunder as to such claim shall include taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and holding the indemnified party harmless from and against any and all losses, damages and liabilities caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or litigation resulting therefrom. The indemnifying party shall not, in the defense of such claim or -17- any litigation resulting therefrom, consent to entry of any judgment except with the written consent of the indemnified party, or enter into any settlement (except with the written consent of the indenmified party), which judgment or settlement does not include as an unconditional term thereof the ordering, or giving by the claimant or the plaintiff, of a release from all liability in respect of such claim or litigation. If the indermlifying party shall not assume the defense of any such claim by a third party or litigation resulting therefrom within 15 days after written notice thereof, the indemnified party may defend against such claim or litigation in such manner as it may deem appropriate and the indemnifying party shall be responsible for payment, promptly when due, of any costs and legal (including reasonable attorney's fees) and other expenses associated with the indemnified party's defense of such claim or litigation. The indemnified party may settle such claim or litigation with the consent of the indemnifying party, which consent shall not be unreasonably withheld. The indemnifying party shall be responsible for any judgment rendered against the indemnified party if any such claim or litigation proceeds to judgment. The parties agree to provide all reasonable cooperation in connection with the foregoing. 16. Miscellaneous. 16.1 Binding Nature of Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, personal representatives, successors and assigns. 16.2 Modification or Termination. This Agreement contains the entire understanding of the parties and shall not be modified or terminated except by a written instrument executed by or on behalf of the parties against whom modification or termination is sought to be enforced. Seller may not assign this Agreement. 16.3 Governing Law. This Agreement shall be deemed to be made under and shall be construed in accordance with and shall be governed by the laws of the State of Iowa. 16.4 Notices. All notices given hereunder shall be in writing and shall be effective if personally delivered or if sent by certified mail, postage prepaid, addressed to the appropriate party at the following addresses: Buyer: Dubuque Racing Association, Ltd. Attn: Jesus Aviles, President & CEO 1855 Greyhound Park Road Dubuque, IA 52001 -18- In all cases, with copy to: Stephen C. Krumpe O'Connor & Thomas, P.C. 700 Locust Street, Suite 200 Dubuque, IA 52001 Seller: Dubuque Casino Hotel, L.L.C. Attn: Wayne A. Briggs, Steve Smith, Thomas Gantz, and Brad Bierman, Managers 137 Main Street, 5tt, Floor Dubuque, IA 52001 In all cases, with copy to: Brian J. Kane Kane, Norby & Reddick, P.C. 2100 Asbury Road, Suite 2 Dubuque, IA 52001 16.5 Specific Performance. Seller's obligation to sell assets and Buyer's obligation to buy the Assets as herein set forth are unique. If either Seller or Buyer should default, the other party may, in addition to any other of the legal rights and remedies, sue in equity for specific performance and the parties hereto expressly waive the defense that a remedy in damages will be adequate. 16.6 No Commission/Transaction Costs. All parties shall bear their own taxes and transaction costs. No commission is owed to anyone because of this purchase and sale. 16.7 Information. All information reasonably requested by Buyer from the date hereof until closing shall be provided with respect to Buyer's purchase of the Assets hereunder, which information shall be received and held by Buyer pursuant to the terms of Section 4. 16.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original but which when taken together shall be deemed one instrument. 16.9 Exhibits and Schedules. All exhibits and schedules hereto are hereby incorporated as if fully set forth herein. 16.10 Attorney's Fees. In the event of any legal action to construe or to enforce the terms of this Agreement, each party shall be awarded reasonable attorney's fees and -19- costs incurred with respect to each claim on which that party prevailed, as determined by the Court, in addition to any other recovery or award. 16.11 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. 16.12 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 16.13 No Third -party Beneficiaries. Except as provided in Section 15, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 16.14 Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 16.15 Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the courts of the State of Iowa in each case located in the city of Dubuque and county of Dubuque, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. IN WITNESS WHEREOF, this Agreement was signed effective the date first stated above. DUBUQUE CASINO HOTEL, L.L.C., Seller By: , Its —20— DUBUQUE RACING ASSOCIATION, L 1'll., Buyer By: Jesus Aviles, President & CEO EXHIBIT "1.1" List of Furniture, Fixtures, Equipment, and Other Purchased Assets 1. See attached list of equipment for Hilton Garden Inn — Dubuque Downtown 2. See attached list of Guest Room Inventory 3. See attached list of Mystique inventory. 4. See attached list of Houlihan's inventory. 5. See attached list of Great American Grill inventory. LIST OF EQUIPMENT FOR HILTON GARDEN INN DUBUQUE DOWNTOWN HVAC EQUIPMENT 3 CARRIER MODEL # 48TFF 006-A-511HQ ROOFTOP AIR UMTS 1 CARRIER 48TJF024-5A1AA ROOFTOP AIR UNIT (LOBBY) 1 AAON 62868RM025-8-0 ROOFTOP AIR UNIT (HALLWAYS) 1 CARRIER 48TMF009-501HQ ROOFTOP AIR UNIT (MEETING ROOMS) 1 AMERICAN ENERGY MRC85-60 ROOFTOP AIR UNIT (POOL AREA) 122 CARRIER PTAC UNITS FOR GUESTROOMS 2 CARRIER SPLIT DUCT AIR UNITS FOR COMPUTER ROOM AND LODGENET ROOM MODEL # 40QAB024331 3 CAPTIVE AIR EXHAUST\MAKE UP AIR UNITS ONE WITH A MODINE HEATER 5 COOK BATHROOM EXHAUST FAN UNITS ICE MACHINES 4 SCOTSMAN CME256 ICEMAKERS WITH DISPENSERS WATER HEATERS 4 AO SMITH MODEL BTH 199970 100 GAL 2 AO SMITH MODEL BTH 199100 100 GAL PANTRY COOLER -FREEZER 1- TRUE MOD# CRG24-1 COOLER 1- TRUE MOD # CFG24-1 FREEZER FITNESS EQUIPMENT 2- PRECOR TREADMILLS 2 -PRECOR ELLIPTACLES 1- PRECOR BICYCLE 1- FTS GLIDE UNIVERSAL WEIGHT MACHINE 2- WEIGHT BENCHES AND ASSORTED BARBELLS 1- STRETCHING BENCH/ BALL AND 5 MEDICINE BALLS POOL EQUIPMENT 1-LOCHINVAR POOL HEATER MOD#ERN401 1-LOCHINVAR SPA HEATER MOD#ERN301 2- TRITON 2 POOL FILTERS 1- TRITON 2 SPA FILTER 2- STA -RITE 3HP JET PUMPS FOR SPA 1 -STA-RITE CIRC PUMP FOR SPA 1- PENTAIR 3HP CIRC PUMP FOR POOL 2- CHEMTROL 250 DIGITAL CONTROLLERS 4- FLEXFLO CHEMICAL PUMPS APROX. 40 GALLONS OF LIQUID CHLORINE APROX. 34 GALLONS OF MURATIC ACID 50 GALLON CHLORINE BARREL 40 LBS SODIUM BICARB 50 LBS CALCIUM CHLORIDE ASSORTED POOL AND SPA TESTING CHEMICALS 2- AUTOFILL CONTROLLERS FOR POOL AND SPA 1- SPA JET TIMER CONTROLLER 1- 100 FOOT GARDEN HOSE WITH CADDY 1- SET OF POOL VACUMING AND SWEEPING HOSES AND BRUSHES OUTDOOR EQUIPMENT 1- MI -T -M 2400 PSI GAS POWERED POWER WASHER 1- ARIENS 24INCH GAS SNO BLOWER 1- JOHN DEERE GAS LEAFBLOWER 2- MISC. SHOVELS 140 LBS OF ICE MELT/ 1 EARTHWAY SLT SPREADER FLOOR SERVICE EQUIPMENT 1- ORECK XL PRO FLOOR SCRUBBER 6- ASSORTED SCRUB PADS 1- RUBBERMAID WAX HOLDER 1- FIVESTAR CARPET CLEANING EXTRACTER WITH UPHOLSTERY ATTACHMENT 1- WIND HADLER FLOOR FAN 1- LASI<O BOX FAN 1- 10 GAL. SHOP-VAC 1- 2 WHEEL CART MJSC EQUIPMENT 1- 10FT STEP-LADDER 1-8FT STEP LADDER 1-4FT STEPLADDER 2- MOTOROLA HANDHELD RADIOS TOOLS 1- MAI<ITA DRILL I<IT WITH LIGHT AND 2 BATTERIES 1- HITACHI DRILL KIT WITH LIGHT AND 2 BATTERIES 1-POWERMATE PANCAKE AIR COMPRESSER 1 GALLON 1- 6INCH DRY TILE SAW 1-S KI L J I G SAW 1-TOOL SHOP SAW-ZALL 1- DREMELTOOL KIT 2 -ASSORTED PAD SANDERS 1- 10 INCH POWER MITER SAW 1- CRAFTSMEN TOOL CABINET 1- JUSTRITE EXPLOSION PROOF CABINET 4 GALLON 1- FLAT UTILITY CART 1- 3 SHELF RUBBERMAID CART 1-PLASTIC TOOLBOX 1- 25 FOOT DRAINSNAKE 2 - ASSORTED WRENCH SETS 5 -ASSORTED HAMMERS 3- ASSORTED CRESENT WRENCHES 2- ASSORTED CHISELS 1- SMALL PRY BAR 2- ASSORTED TIN SHEERS 4 ASSORTED RAZOR KNIVES 3- SOCKET SETS 3- ASSORTED SOCKET HANDLES 4- ASSORTED VICE GRIPS 3- ASSORTED CHANNEL LOCKS 1- END CUTTER 2- ASSORTED WIRE STRIPPERS 2 STANDARD PLIERS 1- NEEDLES NOSE PLIERS 2- ASSORTED HEMOSTATS 3- ASSORTED ELLEN WRENCH SETS 1- LOCK RING PLIERS 3 SCISSORS VARIOUS DRILL BITS VARIOUS DRIVER BITS 3 SECURITY SCREWDRIVERS VARIOUS MINI -SCREWDRIVERS VARIOUS PICTURE HARDWARE WRENCHES 8 VARIOUS ASSORTED SCREWDRIVERS 2- ASSORTED 12 INCH SQUARES 2- BULLET LEVELS 1-24 INCH FRAMING LEVEL 2 ASSORTED BAR CLAMPS 2TAPE MEASURES 1 MULTIMETER 1- NUT DRIVER SET 1- COPPER PIPE CUTTER 1- SOLDERING IRON 1- MAGNIFYING GLASS 1- 12 INCH MAGLITE 1- CAULKING GUN 5 ASSORTED TROWELS 5 ASSORTED PAINT TRAYS, HANDLES AND BRUSHES 1- 4 INCH SKIL GRINDER ASSORTED HAND CLEANING BRUSHES SUPPLIES PLUMBING 4- SEASONS TOILET SEATS 5- MANSFIELD TOILET FLUSH ARMS 8- POP-UP ROD /BALL ASSEMBLIES 2- TOILET BOWL SEALS 2- SHOWER HEAD 2- MANSFIELD SHOWER CARTRIDGES 5 -DRAIN POP -UPS 2- MANSFIELD BALLCOCKS 8 - MANSFIELD FLUSH VALVE SEALS 1- MANSFIELD TOILET BOWL VARIOUS SINK HANDLES AND CARTRIDGES VARIOUS TOILET BOLTS AND NUTS, ELBOWS AND VALVES, FITTINGS AND GLUE VARIOUS SLOAN G-5 OPTIMA PARTS 7- QUARTS OF DRAIN ENZYME CLEANER 4- QUARTS OF DRAIN OPENER VARIOUS PLUNGERS ELECTRICAL 2- NEW HD SUPPLY CEILING LIGHT FIXTURES 4- 2642 BALLASTS 2- T-8 3 LAMP BALLASTS 3- PRO 1000 THERMOSTATS 1- TRUE REFRIDGERATOR THERMOSTAT 1- GFI SAFETY OUTLET 1- ANALOG THERMOSTAT 1-CONDENSOR FAN MOTOR ASSORTED FUSES VARIOUS WIRE NUTS AND CONNECTORS 1 -TV LINK LOADER 1 -THERMOSTAT ENCLOSURE 1- METAL HALIDE ELECTRICAL BALLAST VARIOUS AA- AAA C -D- AND 9 VOLT BATTERIES 1= MCPHILBEN BACK-UP EMERGENCY LIGHT 1- BRK BACK-UP SMOKE ALARM VARIOUS METAL HALIDE LIGHTBULBS 1- 6 VOLT BATTERY BACK-UP BATTERY 8- 6 WATT 6 VOLT LIGHT FOR EMERGENCY LIGHTS 6- HILTON GUESTROOM CLOCKRADIOS LIGHTBULBS 1- F6T-5 BULB 5- HATCO 50 WATT BAYONNET BULBS 5- MR -16 HALGEN BULBS 2- ALUMINIUM HOUSING FOR BAR LIGHTS AT HOULIS 2- HALOGEN STICK LIGHTS 6- 60WATT CANDLE BASE 5- 15 WATT CANDLE BASE 10- 60 WATT STANDARD BULBS 7- U SHAPED F-32 T8 BULBS 2- F- 17 T8 BULBS 8- PAR 30 75 WATT HALOGEN LN 6- R- 30 15WATT CFL SPOT BULBS 9- 26 WATT 4PIN CFL 2700 K 14- 26 WATT 4 PIN 3500K 12 -13 WATT 2PIN 2700K 4- 42 WATT 4 PIN 3 TUBE CFL BULBS 5- PAR 30 SHORT NECK FLOODS 4 -13 WATT STANDARD CFL BULBS 5- 23 WATT STANDARD CFLS 11- BR30 65WATT FLOODS 2- 32 WATT T8 4FOOT BULBS LOCK AND DOOR HARDWARE 2- SAFLOK DOOR ENTRY ASSEMBLIES 4- MORTISE KITS FOR SAFLOK DOOR LOCKS 2- SAFLOK CARD READERS 1- BRUSHED NICKEL COVER 2-SAFLOK MORTISE MOTORS 40- 6-VOLT SAFLOK DOOR BATTERIES 12- RUBBER DOOR TIPS VARIOUS ENTRY DOOR PADDLE AND LOCK PARTS VARIOUS BATHROOM DOOR LOCK PARTS VARIOUS HINGES EDGE GUARDS AND HINGE STOPS 1- FALCON NEW SC-81- CLOSURE 4- FALCON DOOR CLOSURES IN FOR REPAIR 7- 4 FT VINYL CORNER GUARDS ENGINEERING SUPPLIES 12 VARIOUS CANS OF HOTEL PAINT VARIOUS STAINS AND MARKING PENS FOR WOODWORK ASSORTED GROUTS AND FINISHING EQUIPMENT 12- VARIOUS CAULKS AND SEALERS MISCELLANEOUS DRYWALL AND TUB REPAIR ITEMS 6- USED IRONS 4- PARTS PHONES FOR GUESTROOMS 2- HAIRDRIERS MISCELLANEOUS CLEANING SUPPLIES MISCELLANEOUS LUBRICANTS MISC, SPRAYPAINTS 3- USED SMOKE DETECTORS 2- 18 DRAWER PARTS DIVIDERS WITH PARTS 1-16 DRAWER PARTS CABINET WITH PARTS 3- PHOTO EYES FOR OUTSIDE LIGHTING 1- M H BALLST KIT 2- BACKUP GUESTROOM TVS 37 INCH LG BRAND 3- BACK-UP GUESTROOM REFRIDGERATORS 1- BACI< UP GUESTROOM MICROWAVE 3- SETS OF GSS KING SIZED BED BAFFLES 1- BACK-UP PTAC MOTOR 1- 2 x2 light fixture I - BOX FULL OF OLD ROUTERS 1- OLDER STYLE PRINTER 1- 26 INCH TUBE STYLE TV FOR TRAINING WITH CART 1- USED WATER FOUNTAIN MISC. RESTROOM STALL DIVIDERS 14- PIECES OF FLOORING FOR THE FITNESS CENTER 1- PULL BEHIND BIKE CART MISC. PAINT IN 5 GAL /1 GAL / QUART CANS 8 -GOJO SOAP DISPENSERS MISCELLANEOUS FLOOR AND WALL TILE MISC SIGNAGE ASSORTED MIRRORS IN PART AND FULL 2- CURVED SHOWER RODS 1- BOX OF TACK-STRIPS 1- METAL BED FRAME 14- SETS OF WOOD BED LEGS MISC ASSORTED LIGHTING AND ACCESSORIES GUESTROOM PHONES (PARTS) 2 BLOODBORN PATHOGEN I<ITS 1- SHARPS BOX 2 - KING MATTRESS ENCASEMENTS MISC, PLUMBING PARTS MISC, ELECTRICAL PARTS MISC, MECHANICAL HARDWARE I- RESTROOM TAMPON DISPENSER MISC WALLPAPER MISC 2X2 CEILING TILES Guest Room Inventory- 51 Standard King Room 1 King Headboard 1 King Garden Sleep System Mattress 1 King Bed frame 2 Full length closet mirrors 1 Closet shelf 1 Clothes bar 5 Men's hangers 5 Women's hangers 1 Ironing board holder 1 Iron 1 Iron board 1 Iron board cover 1 Luggage rack 1 DND Sign 1 Hospitality Center with Marble Counter 1 Microwave 1 Keurig Coffee Maker 2 Paper Coffee Cups 2 Coffee Lids 2 Coffee Creamers 2 Regular Coffees 1'Decaf Coffee 1 Tea 3 Condiment Kits (sugar, napkin, stir stick) 1 Sugar Caddy 1 Keurig Stand 1 Keurig Instruction Sign 1 Coffee Tray 1 Ice Bucket 1 Ice Bucket Liner 1 Ice Bucket Tray 2 Wrapped Paper Water Cups 1 Refrigerator with Freezer 1 Three Drawer Dresser with Marble Counter 1 Flat Screen TV with Remote Control 1 Hotel Directory Binder 1TV Guide 2 Laundry Bags with Pricing Sheets 1 Entry Door Hotel Map 1 Entry Door Locking Bar 1 Smoke Detector 2 Sprinkler Heads 1 Wall Attached Door Stop 1 Ceiling Entry Light Sconce 1 Decorative Wall Mirror 1 Desk Lamp with 2 Outlets 1 Telephone with Speaker phone option 1 Notepad Holder 1 Notepad Paper 1 Internet Cable with Box Cover 1 Desk with Drawer & Internet instructions 1 Herman Miller Desk Chair 1 Trash Can with liner 1 Floor Lamp with Shade 2 Black Out Curtain Panels 2 Full Length Decorative Curtain Panels 1 Valance 2 Sheer Curtain Panels 1 Oversized Chair 1 Ottoman 1 Small Side table 1 Hilton Promise Card 1 Decorative Wall Picture 2 Nightstands with drawer 2 Lamps with Shades & 1 Outlet 1 Telephone 1 Telephone Instruction Card 1 Notepad Holder 1 Notepad paper 2 Pens 1 Bible 1 Telephone Book 1 Alarm Clock Radio with Preset Stations 1 Decorative Wall Picture 1 Thermostat 1 King Flat Sheet 1 King Fitted Sheet 1 King Insert 1 King Duvet Cover 2 Feather Pillows 2 Polyester Pillows 4 Pillow Protectors 4 Pillow Cases 1 King Bed Skirt 4 King Standard Rooms have Hearing Accessible doorbell King & Queen Standard Bathrooms 1 Large 1/2 Length Mirror 2 Wrapped Paper Water Cups 1 Amenity Holder 1 Shampoo 1 Conditioner 1 Lotion 2 Soap dishes 1 Tissue Box Cover 1 Tissue Box 1 Bar Hand Soap 1 Bar Body Soap 2 Toilet Paper Holders 2 Rolls Toilet Paper 1 Wall Attached Hair Dryer 2 Towel Bars 1 Shower Curtain 3 Small Bathroom (Middle Suites Only). 1 Decorative Mirror 3 Wash Clothes 3 Hand Towels 'Soap dishes 1 Tissue Box Cover Tissue Box 1 Bar Hand Soap 1 Trash Can with Liner 2 Rolls Toilet Paper 2 Toilet Paper Holders 1 Wall Attached Hair Dryer 1 Towel Bars 1 Marble Counter Vanity 1 Toilet 'Sprinkler Head 2 Wall Lighting Sconces 1 Toilet 1 Marble Counter Vanity 3 Bath Towels 3 Wash Clothes 3 Hand Towels 1 Bath Mat 2 Wall Lighting Sconces 1 Marble Counter Vanity 1 Toilet 1 Tub with shower & attached Soap dishes 1 Adjustable Shower Head 1 Trash Can with Liner 1 Sprinkler Head King Suite Bathrooms 5 Large Bathroom- All Suites 1 Large 1/2 Length Mirror 2 Wrapped Paper Cups 1 Amenity Holder 1 Shampoo 1 Conditioner 1 Lotion 2 Soap Dishes 1 Tissue Box Cover 1 Box Tissues 1 Bar Hand Soap 1 Bar Body Soap 2 Toilet Paper Holders 2 Rolls Toilet Paper 1 Wall Attached Hair Dryer 2 Towel Bars 1 Sprinkler Head 2 Wall Light Sconces 1 Ceiling Light Sconce 1 Decorative Picture 1 Suite has Handicap Accessible Roll -In Shower 3 Bath Towels 2 Bath Mats 3 Hand Towels 3 Wash Clothes 1 Trash Can with liner 1 1 Toilet 1 Walk -In Shower with sliding doors 1 Whirlpool Tub 1 Marble Counter Vanity Guest Room Inventory- 55 Standard Queen Room 2 Queen Headboards 2 Queen Mattresses 2 Queen Box Springs 2 Queen Bed frames 2 Full length closet mirrors 1 Closet shelf 1 Clothes bar 5 Men's hangers 5 Women's hangers 1 Ironing board holder 1 Iron 1 Iron board 1 Iron board cover 1 Luggage rack 1 DND Sign 1 Hospitality Center with Marble counter 1 Microwave 1 Keurig Coffee Maker 2 Paper Coffee Cups 2 Coffee Lids 2 Coffee Creamers 2 Regular Coffees 1 Decaf Coffee 1 Tea 3 Condiment Kits (sugar, napkin, stir stick) 1 Sugar Caddy 1 Keurig Stand 1 Keurig Instruction Sign 1 Coffee Tray 1 Ice Bucket 1 Ice Bucket Liner 1 Ice Bucket Tray 2 Wrapped Paper Water Cups 1 Refrigerator with Freezer 2 Laundry Bags with Pricing Sheets 1 Three Drawer Dresser with Marble Counter 1 Flat Screen TV with Remote Control 1 Hotel Directory Binder 1 TV Guide 1 Entry Door Hotel Map 1 Entry Door Locking Bar 1 Smoke Detector 2 Sprinkler Heads 1 Attached Wall Door Stop 1 Ceiling Entry Light Sconce 1 Decorative Wall Mirror 1 Desk Lamp with 2 Outlets 1 Telephone with Speaker phone option 1 Notepad Holder 1 Notepad Paper 1 Internet Cable with Box Cover 1 Desk with Drawer & Internet Instructions 1 Herman Miller Desk Chair 1 Trash can with liner 1 Floor Lamp with Shade 2 Black Out Curtain Panels 2 Full Length Decorative Curtain Panels 1 Valance 2 Sheer Curtain Panels 1 Oversized Chair 1 Ottoman 1 Small Side table 1 Hilton Promise Card 1 Decorative Wall Picture 1 Nightstand with drawer 1 Lamp with Shade & 1 Outlet 1 Telephone 1 Telephone Instruction Card 1 Notepad Holder 1 Notepad paper 2 Pens 1 Bible 1 Telephone Book 1 Alarm Clock Radio with Preset Stations, 1 Decorative Wall Picture 1 Thermostat 2 Queen Bed Skirts 2 Queen Flat Sheets 2 Queen Fitted Sheets 2 Queen Inserts 2 Queen Duvet Covers 3 Feather Pillows 3 Polyester Pillows 6 Pillow Protectors 6 Pillow Cases 2 Queen Mattress Pads 2 Queen Standard Rooms have Hearing Accessible Doorbell' 3 King Middle Suites & 2 King Corner Suites 1 Icing Headboard 1 King Garden Sleep System Mattress 1 King Bed frame 2 Full length closet mirrors 2 Closets with shelf 2 Clothes bar 10 Men's hangers 10 Women's hangers 1 Ironing board holder 1 Iron 1 Iron board 1 Iron board cover 1 Luggage rack 1 DND Sign 1 Hospitality Center with Marble counter 1 Microwave 1 Keurig Coffee Maker 2 Paper Coffee Cups 2 Coffee Lids 2 Coffee Creamers 2 Regular Coffees 1 Decaf Coffee 1 Tea 3 Condiment Kits (sugar, napkin, stir stick) 1 Sugar Caddy 1 Keurig Stand 1 Keurig Instruction Sign 1 Coffee Tray 1 Ice Bucket 1 Ice Bucket Liner 1 Ice Bucket Tray 2 Wrapped Paper Water Cups 1 Refrigerator with Freezer 1 Steel Sink 2 Laundry Bags with Pricing Sheet 2 Three Drawer Dresser with Marble Counter 2 Flat Screen TVs with Remote Control 1 Hotel Directory Binder 1TV Guide 1 Set Dividing Doors (Living/bedroom) 1 Entry Door Hotel Map 1 Entry Door Locking Bar 2 Smoke Detectors 3 Sprinkler Heads 1 Attached Wall Door Stop 2 Entry Ceiling Light Sconce 1 Decorative Wall Mirror 1 Desk Lamp with 2 Outlets 1 Telephone with Speaker phone option 1 Notepad Holder 1 Notepad Paper 1 Internet Cable with Box Cover 1 Desk with Drawer & Internet Instructions 1 Herman Miller Desk Chair 1 Trash Can with liner 2 Floor Lamps with Shade 4 Black Out Curtain Panels 4 Full Length Decorative Curtain Panels 2 Valances 4 Sheer Curtain Panels 1 Coffee Table 1 Oversized Chair 1 Ottoman 3 Small Side table (4 in corner suites) 1 Hilton Promise Card 2 Decorative Wall Picture 1 Sofa with Pull Out Bed & Mattress Pad 2 Nightstands with drawers 4 Lamps with Shades & 1 Outlet 1 Telephone 1 Telephone Instruction Card 1 Notepad Holder 1 Notepad paper 2 Pens 1 Alarm Clock Radio with Preset Stations 2 Thermostats Clear Sofa Bed Bag 1 Blanket 1 Pillow 1 Fitted Sheet 1 Flat Sheet 1 King Flat Sheet 1 King Fitted Sheet 1 King Insert 1 King Duvet Cover 2 Feather Pillows 2 Polyester Pillows 4 Pillow Protectors 4 Pillow Cases 1 King Bed Skirt 5 Handicap Accessible Rooms 3 Kings & 2 Double Queens All the same accommodations as a Standard King & Queen Room PLUS Grab Bars around Tub & Toilets Removable Shower Seats Moveable Shower Head Wheelchair Accessible Bedroom (Larger) 16 Standard Queen Rooms have dividing doors between them 10 Handicap to a Standard Room have dividing doors between them Area. Quanity. Description Elevator`Entran Foh Inventory Forks 436 Knives 203 Soupspoons 97 Teaspoons 35 Sandwich Knives 60 Steak Knives 60 Coffe Cups 47 Hot tea tins 14 Bev Glasses 171 Ice tea bins 3 Small trays 8 Lg trays 5 Bev Trays 11 pizza spatulas 10 S&P Shakers 99 Sugar Caddies 42 Tea Boxes 3 Fajita Mitts 12 Lg Ramekins 86 Small ramekins 173 7" Round 73 7" Triangle 30 Lg Triangles 5 Square Bowls 24 10" round 45 Sandwich Plates 30 Rectangle Plates 28 Salad plates 35 Lg Ovals 18 Lg Bowls 30 Soup Bowls 59 Au Jus cups 16 Creme Brulee dish 17 Rm Service plates 30 Fajita shell Cont. 13 Round Cast Iron 12 Water Pitchers 5 Lg Desert Platter 12 Electric Hot box 2 Coffee Pots 3 Ketchup Pump 1 Soup Pans 3 Soup Lids 2 Tray Jacks 7 Booster seats 4 Baby slings 3 1 High Chairs 6 Lg U booth tables 3 Corner Booth Tables 3 Small Booth tables 4 Booth tables 16 Lg tables 9 Small Tables 5 high top tables 6 Chairs 40 Bar chairs 34 1 L Glass Pitchers 26 Wine flight glasses 22 Flight holders 5 20 oz Glass 21 Lg Mason jar 5 Small Mason Jar 10 Shot glasses 12 Rocks Glasses 35 Collins glasses 17 Mixing tins 4 Pint glasses 52 Lg Martini Glasses 11 Wine glasses 23 Champagne Flutes 8 Derby Glasses 4 Snifters 6 Boh Inventory Lg Cutting Boards 10 Cutting boards 3 Small Cutting Boards 11 Sheet Trays 123 Half sheet Trays 35 2" Hotel Pan 10 4" Hotel pan 7 6" Hotel Pan 6 21" Half Hotel Pan 13 4" Half Hotel Pan 12 6" Half Hotel Pan 11 2" Perforated Hotel pan 2 4" Perforated Hotel Pan 10 • 2" Half perforated 2 4" Half perforated 2 4" Metal 1/6 pan 11 6" metal 1/6 pan 34 metal 1/9 pan 8 Butter roller 1 Yellow Plastic tub 4 4" Plastic 1/6 Pan 17 6" Plastic 1/6 pan 85 Plastic 1/9 pan 78 6" metal 1/3 pan 52 4" metal 1/3 pan 18 Plastic 1/3 pan 29 1/2 pan lid 14 Hotel pan lid 10 1/6 pan lid 20 1/3 pan lid 12 5 Gallon sq w lid 8 1 Gallon sq w lid 26 2 Gallon sq w/lid 3 1/2 Gallon sq 5 Sm Rectangle Gallon w/lid 20 Large Mixing bowl 3 Mixing bowls 10 Small Mixing bowls 4 Sunkist slicer and blade 1 Tomato Slicer 1 Juliene slicer 1 Dicer 1 Hobart Slicer 1 Food processor 1 Bag Sealer 1 Hobart Mixer w/attchments 1 Gallon pitcher 3 2 Quart Pitcher 1 1 Quart pitcher 2 Ounce scale 3 Lbs Scale • 1 Colanders 2 yellow tub 3 Salad Bin Targe 2 Salad bin 10 Perforated salad insert 10 sm fry pan 6 medium fry pan 12 Large fry pan 3 Fajita skillets 34 Salad Spinner 1 Sauce pan 5 Bread Tongs 4 Small tongs 6 Large tongs 3 1oz ladle 20 3oz ladle 3 6oz ladle 3 8 oz ladle 1 10 oz ladle 4 Small Scrapers 5 Lg scrapers 4 Lg metal spoons 9 8 scoop 2 10 scoop 2 12 scoop 2 20 scoop 5 24 scoop 2 30 scoop 4 40 scoop 1 60 scoop 1 70 scoop 1 Whire whisks 10 Banquet Inventory Chairs 82 1/2 Tables 28 Full Table 6 Long full table 7 Electric Hot box 2 Chafing bases 5 Chafing Lids 5 Long table skirts 10 Short table skirts 12 Round tables 14 Podium top/ Microphone 1 Easels 5 Whiteboard 1 Rolling bar 1 Banq beer bin 1 Black Beverage Bin 1 Stainless bev bin 1 Fruit displays 2 Great American Grill Inventory (2014) 1. Coffee Cups —100 ea. 2. Knifes- 154 ea. 3. Forks- 136 ea, 4. Spoons — 138 ea. 5. Coffee cup saucers- 73 ea. 6. Cereal bowls- 70 ea. 7. Banquet glasses- 481 ea. 8. Margarita glasses- 2 ea. 9. Daiquiri glasses- 5 ea. 10.Champagne glasses- 9 ea. 11.Wine glasses (various sizes)- 38 ea, 12.TaIl flute glasses- 17 ea. 13.5m, Square 12 oz, glasses- 41 ea. 14.Textured juice glasses- 12 ea. 15.Textured water glasses- 33 ea. 16.Dinner plates- 112 ea. 17. Creamer dishes- 204 ea. 18.Orange sugar bowls- 18 ea. 19. 6 inch clear plates- 37 ea. 20.8 inch clear plates- 23 ea. 21.Juice glasses- 70 ea. 22.Wine glasses- 22 ea. 23.Salt and pepper dispensers- 44 ea. 24. Tall clear glasses- 7 ea. 25.Stainless steel tea containers- 9 ea. 26.Water craft- 17 27.12 oz. pitcher- 2 28.10oz. pitcher- 14ea. 29. Insulated Black and white coffee server's small- 5 ea. 30.Insulated Black and white coffee server's large- 3ea, 31.3 Gal. coffee dispensers- 7 ea. 32.1.5 Gal. coffee dispensers- 9 ea. 33. Water glasses- 20 ea. 34. Bar stools- 4 ea. 35.Dining chairs- 42 ea. 36.Rectangle tables- 12ea. 37.Square tables- 7ea. 38.Wood high chairs- 2 ea. 39.Booster chairs- 2 ea. 40.Plastic grey cart -1 ea. 41.Brown dish tubs- 5 ea. 42.BIack banquet cart- 1 ea. 43.60 gal. Garbage can- 2 ea. 44.15gal. Garbage can -2 ea. 45. Waffle'iron- 2ea. 46.Silverware Containers- 3 ea. 47.3 tier metal stands -2 ea. 48.1 Gal. garbage can w/ lid- 3 ea. 49.Tan flat racks- 3 ea. 50.Grey glass racks- 2ea. 51.Grey pronged dish rack- 3 ea. 52,Cookie baking trays- ilea. 53.Wheeled cart for cookie trays -1 ea. 54.3 drawer plastic storage unit -2 ea. 55.Glass water despencers-3ea. 56,Toaster-lea. 57.Toaster oven -1 ea. 58.Large oval metal Displays 3ea. Great American Grill Inventory (20014) 1. Plastic cutting boards -6 ea. 2. Metal cutting board holder -lea. 3. 16 in, pizza pan trays 15 ea. 4. 16 in, pizza trays with holes -8 ea. 5. S.S. rec, serving trays lg.-2 ea. 6. S.S. rec serving trays sm. - 3 ea. 7. S.S. serving platter rnd. -4 ea. 8. S.S. 2 handled pizza cutter- lea. 9. Blk. handled pizza servers -8 ea, 10. Wht. Ceramic serving platter- 10 ea. 11. Wht. Crockpot small -1 ea, 12. Blk, blender -1 ea. 13. S.S. cake display tray -4 ea. 14. Ceramic cake display tray -1 ea, 15. Clr, Ceramic cake display lid -1 ea. 16. Wooden handle pizza spatula -1 ea. 17. Sauce pan 5 qt. -1 ea. 18. Sauce pan 3 qt. -1 ea. 19. Sauce pan 2 qt. -1 ea, 20. Sauce pan 1 qt. -1 ea. 21. Sauce pan %a qt, -1 ea. 22. S.S. mixing bowl Ig. -2 ea. 23. S.S. mixing bowl med. -1 ea. 24. S.S, cylinder pan lg. -1 ea. 25. S.S. cylinder pan med. - 4 ea. 26. S.S. hot well sauce pan -1 ea. 27, S.S. hot well sauce pan hinged lid -2 ea. 28. Ladle 4 oz. - 6 ea. 29. Ladle 3 Oz. -1 ea. 30. Ladle 2 oz. - 2 ea. 31. Tongs 9 Yz in. -3 ea, 32. Tongs 7 in, - 2 ea. 33. Plastic ladle 1 oz. - 2 ea. 34. Plastic spatula red - 2 ea, 35. S.S. handle serving spoon - 2 ea. 36. Blk. Handle serving spoon - 3 ea. 37. Blk. Handle slotted serving spoon -1 ea, 38. Wooden handled spatula -1 ea. 39. Sq. 2 qt. plastic container - 4 ea. 40. Sq. 4 qt. plastic container - 4 ea. 41. 2 qt.- 4 qt, lid green -10 ea. 42. S.S. 4 slotted toaster elec. -1 ea. 43. Hot well pans deep full size -3 ea, 44. Full size hot well lids -1 ea. 45. Full sized hot well lids hinged -1 ea. 46. % size hot well pans deep - 4 ea. 47.1/2 sized hot well lids -3 ea. 48. 1/3 sized hot well pans deep - 2 ea. 49. 1/3 sized hot well pans shallow -1 ea. 50. 1/3 sized hot well lids - 3 ea. 51. Full size cooling grates - 2 ea. 52. % sized cooling grates -2 ea. 53. Case display metal 19x16x22 3 tiered -1 ea, 54. Case display clear containers 19x16x22 - 3 ea. 55. Pan fry aluminum 12 inch -1 ea. 56. Pan fry aluminum 8 inch. - 4 ea. 57. Wooden mop handle - lea. 58, Brooms red - 2 ea. 59, Lg. glass bowls -10 ea. 60. Lg. ceramic bowls - 2 ea. 61. Non powered push sweepers -2 ea. •2r c n 0 f-te. SJe.LA- / e - I c I� C'0111,7 pp�er.-0 g r ,� (o S. (3c -K..2. 1-1 d-AsPdq-Y — I e2,_ c3, c \)&) Y4j- 5 Z:jT. 13I u� EXHIBIT "1.1(g)" List of Contracts/Vendor Relationships to be Assumed by Buyer 1. Schinder Secure EW — Extended Warranty Agreement between Schindler Elevator Corporation and Hilton Garden Inn (see attached). e(Aug, 18. 2006;: 6:28AM,as23Nilton Garden Inn, DubugtleENDUE Sc 1..J sr Sect)/ EW ruled atm Schindler Elovator Corporation trios Wright Street Madison, WI 53704-2670 Phone! ON -237470$ Frac 606.237.5715 Tot Hilton Gardidir Ins ' 1801 Greyirolmd rack firma Dubuque, )A62001-2381 Agit For: No. 1498 P. 2 112 Schindler und Part ' Rd Dtuis in buque,ou of 1A 58ll other 2001 1 ard tthhigs Agreement ttkee precedcmre overit or psi forth in ti'wt Contract gar, arts for tlwmlrden lnn pMeot, or tosefori at Bot t 1'0 from any anal doournentt associated with the project, Schindler warrants that the Equipment as. fumwned WIR Graph' with the contractual rapeafirpationi a tions; propbtly Sallied, Sohindter wlff, et it.e dense, correct any deft—, and worlminnshlp and materials ocotarhtg for 5 yarn from septefnbur23, 2005, which are dart to ordinary wear and tear and not to ImplOper use, Cara, or'vardaIIOJf. Scikndk is total curnAtiVe Ilabflty untie this warranty or anything done bt o election therewith, irdluding breach, shall not mxceed the price of the part upon which auop rralxllty'baaed. The warranty provided twain Shall be Vold if inspection / repair ig porfotmed by semitone other than Schindler Elovator pcip0r icon, in a manner less than Schindler ;.levator Corporation's standet'dll, Schindler EJevater Corporation maintains high and tigld standards fur its peragnnet in prochret loxmtedge rued traiik78 reyulrernenta In addition, schIndler Wit extend the routine inspection rilasary to maInt In this warrant` in forge through Septurnl:4r 22, 2011. NS warranty shall be extended for sddiHonal bods or 5 years unless tarrnineled by tither parry by written notice not leas than 90 (ninety) days perm the ab'Ve date or the termination data of any renewal period. Thea Agreement w111 ha assigned to any elicceasor in interest, should your Inleneat be temllnaled plot to the above date, or prior t4 the expiration date of any subr querd renewal, upon notification to and acceptance by us of such assignment, As park of its inspection requtremattts,.9chindler will regularly anamin@, clean, lubricate, adJtt4t And wham conditions warrant, repair or replace brok®n of maiFuttctiontng el:WT.onente, Inolud1fl : an labor and material to keep Equipment running to original spedtieatlone lay Schindler, the ortginel Equipment rn nufacturer. Seo attached Equipment (1st Far aLr33CIl IOU egglaPinorrteavarQd by thisaiMatnerrt, yve 1fi1LL remotely riles far (if applicable) those functions of th¢ EquuIIpmetst d ata a> loh a � � ars. Monitoring System ("sRM1 will aUtelneticalty notify us if any tnonilo °tap° nsrit pamatWE WILL then communicate with you to 1eduts appropriate seretse mils. Monitoring will be performed on a 24 asci, 7 day be and will communicate toil frees va1h our CUSTOMER SERVICE NETWORK using dedle41ed elevator telephone service. Tim operation and rnerilloriraj of SRM is contingent uponavailabilityn end maintenance of dodtoatod elevatortelephone service_ You have the responsibility to Viral, maintain and pay for Stroh telephone sarvkr, and to otify us at anytime of eery lntamrpOon of tech telephone service Toil will provide the proper whing diagrams for the Equipment covered, These diagrams writ remain your property, and will be maintained by Schindler for use In troubleshooting and sop/icing the EgWptnent. Schindler will usn only competent technicians specially trained to service this Equ.ripmert. Kerne beyond SchIndl#I'o control, eudh vandalism and ebbe of the Equipment are not coveted under Sctilndter'S Inspection f tpbnsibnitlea, Sohlndler writ provide emergency warranty service endior repair work an a twenty-four (24) hours a day, seven (7) days a week baste, mxlud<ng elevator trade holidays. If you authorize callbacica outside regular working hours, en weekends, or on elevator !tacit holidays, Sotthdter win invoice the Owner at Schindler's standard Wing rates, including travel time and acpenses. For emergehGy repairs, please notify Schindler st 1,2W -22S-9123, The fonov,ing mien nnetlun wit' be required; Bulltlincl Identification Nitrrilr, A brief deapripfion of the problem. The price of this extended warranty agreement shat) be $379.0O (boli ) per month, payat e in quarterly Instruments of $1,137,40, plus any applicable sales, use or other taco. You may chows to make payments on a semiannual beefs, for a discount of 196 (ramal here If semi-annual , ), or on An annual basis, for 5% d15count (utilise frets If annual ,). The price shall be arliueted annvalry as of the date of the kcal labor nate adjustment, to reflect changes In Schindler Costs For labor and materiels, For purpostes of these txliustments V41.10 of this pace strait bit considered labor end win be te t' d based on ahange5 In the local mechanic hourly labor tate, and 5.37.90 be eonei44wad material enc( Will be acrrtrsted based on changes In the Producer Pito lndaX for Matats and Metal Products, published by the LLB. Department of Labor, It there is a coley In determining a new labor rate, we wNi nofifyyou and e4just the petite at tate dime of such determination, and wa win tetroectively bin or twee Credit, es appropriate, for the period of rtrch delay. The Secure remits and nondttions 0teotIod hove to are irrwrpareted hareln by r'AN-aloe, A oepta"rnoe by you aa ownor's agent or authorized reprr�ereativs and subsequent approval by ouraut otlred representative Wi1i be required to validate this agreement. Prnpoeod Sy, Filial Nelson Estimate Nurnber, BNEN.6J9SP4 (2)06.2) Data: April 13, 2006 4d By! Jim Ritter Act:apted For: Schindler Elevator Cnrporatlon Date: e /, e f oG Peso) ur3 g"NAN 6J9S)?4' Por. Huron Garden ihrr Date, 7' % " 0 4� Ak,(.-..'-9-6-1()-t, kh. (r�, I-�o-rn (navJty f '0(Aug, 18. 2006;: 6:29AM.es20HiIton Garden Ion, DuI)Uque[NDLER 813 Secure Terms and Conditions CxeludW from $ohindler's inepection.reeponeiblitt are the followings cob dares end ramWNt9bla cab panels; rib mitrof8 and handrails; power Hoistway door hlnteo, panels, frramoe, gates and albdoom, s; Cabs and cab flooring; Q P switchea, h18es and feeders to controllers; fight fixtures and lamps; cover plates for algae' fbdures and opeYeting stations; smoke delectore; oleenihti of cab emerge afld'�� 6 generators: enter�ol oy�ccaab lighting; nd connmunicaall tog and tion d I�om o or sys?em9: it crnrcddoner' Or heat portion whioh exp=ed In the aitv,hine room and ters, ryernade phanea an emergency power card readott. Exterior panels-, skid And neck pahois: balustrades; telarnplrrg 4f Illuminated balustrades; power swiichea, fuses and feeders to enntro er8; GinOf (Mittel as g�onlhY garB hum erigmi histoatkn, o no toger T1 from the original e lent manUftetrrer 8Iustry pale r p �ble y byrelabilmon.j Other than title, there oro no additional warranlleo er gUar rbtee9, expressed or Inrplle;t, including but not limited to, warrantlee of inerchantoblhiy or filnees for G pprticular purpose, which ore altpreSsly die^ Iced. The purchaser agrees to provide $chlndier with full and free access to tho Equipment to render irtapeotior Jservice thereon, to provide a safe work place for Sohlndlor's employees, and to remove any hazardous matorlaI In nocor'dihovi with applicabi® Taws and regulations. Schindler has used Its price On the assumption that, In performing the Werk required by this Agrr n� will no n i tter for any adverse h vine an Unusual fUnu or edverOe effect on ins Egvlpttlent or the oiroumsia� under which It must perform rho work, a lting froi such conditions. pending n of tt Sandler encounters I one, it may mat Its option, cf9saes in dttthe s costa,o 00e of Inspabligection and its warranty Uon under the Possession or control of the Equipment shall remain with ttia Purchases', and the Purchaser shall retain its normal ruSpvnslblllty and IlabMty egl Owner, Possessor, or Gustodfian of the Equipment, The Purchrtear agrees to et all renes cerofully monitor' tura Equiptnetit and Its use and, In the avant of the plonaor`deionpprblormerdnugesusentIrnnctt etthe unit m mice, eruct barriers arid purwamin to prevent uno of he prdmptly the Bo, mr rmve Network, Schindler harltsby dtnGlairre narponstility for accidents, Injuries or malfunedonid related to mtsuse of the Equipment or vandellarh, or for obooleooence, or other canes beyond our control, or far Equipment failures not detectable upon normal emmination or otherwise hat toUnd t9 bo the result of Sohlndler's speollte negligent act or omission, • Schindler vAu not be responsible Hit' A loss, damage. detention, or delay caused by sitfkna, lookouts, labor troubles, er disputes, fire, explosion, theft, earthquake, severe or unusual walther sand UOne, thartage of mat m or workers, malicious miachlef, war, governmental orders, feta of Gad, or by any other rrauge beyond its control. Schindler will In no event be liable for epee', Indirect, ineidentai or consequential darnagee. send 'ellen notivo rsasonabty ol#scdbing thefgulthe If either party chair default in the performance of any of its abi'r4Attons, the noriedrffaArrUing party may to Cum lne tl�utt, or if totingcodomme.nceIftd, defaulting party, Within reasonable tirrrw (not to exceed (10) days), does net commence to take reasonable slaps falls to carry the cure to reasonable and timely completion, the non-defaultIng party, by a further ten (10) days wrKien wilco, may terminate this Agreement, Invoices (Including Invoices far (zXtra work outside the fixed pdGe) will be peld upon presentation, on or berm the last day of the month prior to the billings period, Leta ornan•payments vni result In: (a) Interest on past due amounts et 1 YA per' MOO or me lJigheat legal rate available; (b)Termitration of the Agreement on ten (10) days prior written hetlea; end (o)Attomays' fees, mate of collection and any other appropriate remedy for btaech of contract. Any proprietary material, inforrrretlOn, data er devloas contained In the equipment or work provided hereunder, ar any component or feature thereof, remain$ our property, This includes, buk to not limited to, any tools. devikan, rrtantrals, software (which is oubteot to a limited ficetr#0 far use in th lldwo Wil equipment only), modems, course! eoccos1 object codas, passwords and the Schindler RoMtea Monitoring fed" ("SRM`) (V applicable) which deactivate and remove IF 1118 Agreement Is terminated, You will prevent access to The Equipment, Including Bic SRM feature and/or d dicuted telephone Tina IF applicable, by anyone other than ue. Wewill not be responsible for any claims, lasses, demands, lawsultn, judgment, vetdlete, awards or settltlrnente ('claimer) dieing from the use Of misuse of SRM, If it tar any portion of it has been modified, tempered w)ih, mioUtrOd Oi" abused, We will not be responsible for use, mtsslst, or tnletnterpr atlon Of the repotte, mita, signals, alarms or other such SRM output, nor for elalirre arising from apse or omissions of others in connection with SRrd or from lnitrruptlons of telephone aervloe to SRM regardless of Gauze. You agree that you will defend, Indemnify and hold on harmless from and archei any such olefirns, and from any and all claims arloing out of or In corrnodtien With this Agreement, and/or the Equipment, unlete soused directly and solely by our eStgbathect fault. No. 1498 P. 3 ler Pngc2df3 t11YRN.6]9SP4 20b693 a�Aug, 18._ 2006;; 6.29AR082aHilton Garden Inn, Dubuque[ND'—ER eo Qhy biarrafmourev Hilton Barden Inn 1801 dreyhound P9'IC Rd Dubuque, IA 82001-2381 2 Schindler I1ydf;8Ulic FARcnnggr` Cax 1, Car Hilton garden Petr! Equipienft Lim No, 7498 'P, 4 e4 Schindler Pago 3 oF9 SNIN-Gi9SP4 2006,,} 3G/OR 3000 150 c1119 Schedule 1.1(g) List of Seller's Reserve Accounts The following reserve accounts of Seller shall be Excluded Assets: 1. Property Tax Reserve 2. FF&E Reserve. EXHIBIT "1.1(j)" List of licenses, permits and certificates of occupancy to be Assigned to Buyer See attached: 1. States of Iowa Alcoholic Beverages Division License No. LB0001955 dated October 6, 2013 (Class B Liquor License). 2. State of Iowa Department of Revenue Retail Sales Tax Permit No. 1-31-023179. 3. State of Iowa Department of Inspections and Appeals No. RSDU-2813470 — Food Service/Restaurant License dated October 20, 2013 (Houlihan's). 4. City of Dubuque Fire Department Occupant Load — Houlihan's. 5. City of Dubuque Health Services Department — Food Service/Restaurant Inspection (Houlihans and Hilton Garden Inn). 6. Iowa Department of Public Health — Swimming Pool & Spa Registration. 7. City of Dubuque — Certificate of Occupancy — Building Permit No. B05-0093. 8. State of Iowa Department of Inspections and Appeals No. RSDU-2813471 — Food Service/Restaurant License dated November 1, 2013 (Hilton Garden Inn). 9. State of Iowa Department of Inspections and Appeals No. HODU-2813472 —Hotel/Motel License dated November 1, 2013 (Hilton Garden Inn). 10. State of Iowa Labor Division: Elevator, Boiler & Amusement Ride Bureau State ID No. 11505. 11. State of Iowa Labor Division: Elevator, Boiler & Amusement Ride Bureau State ID No. 11506. BEVERAGES DIVISION L\\ALC0H0LIC Stato of Iowa LB0001955 LICENSE NUMBER State of Iowa Alcoholic Beverages Division October 6, 201.3 Dubuque Casino Hotef;.:..LLC ... . Hilton Garden Inn / Houlihan: Restaurant 1801 Greyhound Park Dr... Dubuque, IA 52001 EFFECTIVE DATE 'LICENSE AND PRIVILEGES Class 6 LiquorLicense (LB) (Hetet/Motel) Outdoor Service '10/06/2013 to 10/05/2014 FEES $1,690.00 Sunday Sales 10/06/2013 to 10/05/2014 $0.00 $338.00 $2,028.00 '; • October 55, 2014 EXPIRATION DATE • This license is a personal privilege and is subject to civil penally, suspension, revocation or cancellation, as authorized pursuant to Iowa Code Ch. 123, This license is not deemed to be property, nor is it subject to attachment, execution, assignment, nor is it alienable. IOW' • J COLO, IC BEVERAGES I.VXSION STEPHEN LARSON Administrator State of Iowa Department of Revenue Retail Sales Tax Permit 1-31-023179 R1012c (06103) DUBUQUE CASINO HOTEL LLC is entrusted to collect tax for the State of Iowa and to engage in and transact business as a retailer within this state at: HILTON GARDEN INN/HOULIHANS 1801 GREYHOUND PARK DR DUBUQUE IA • 52001 libini v� Director of Revenue NONTRANSFERABLE POST IN CONSPICUOUS PLACE STATE OF IOWA IOWA DEPARTMENT OF INSPECTIONS AND APPEALS NO.RSDU-2813470 FEE $ 303.75 DES MOINES :FOOD S ERVICE/RESTAURANT LICENSE HOULIHANS, DCH LLC4 .,,2500,N'DALLAS'PKV , STE 600 PLANA, TX/5093 NTED THE ABOVE THE AFORESAID, TO CHAPTER DEPOSITED 7F, CODE OF IOWA, THISDFEE, IS HEREBY LIC NSE SHALL REMAIN IN FULL FORCE FROMICENSE THE DATE PURSUANT OF ISSUE UNTIL ITS EXPIRATION DATE, UNLESS OR SUSPENDED FR CAUSE BY THE DIRCTOR OF INSPECTIONS AND APPEALS FOR NONCOMPLLIIANCE WITH CHAPTER 37F,LODE OF IOWA OR RULES PROMULGATED PURSUANT THERETO, - LICENSE FOR FOLLOWING LOCATION 1801 GREYHOUND PARK DR • DUBUQUE, IA 52001 DATE OF ISSUE October 20, 2013 EXPIRATION DATE October 20, 2014 . it 3,-; a. DIRECTOR JI This license issued by: City of Dubuque Health Services Department 1300 MAIN STREET DUBUQUE, IA 52001 Phone: (563) 589-4181 Email: health@cityofdubuque.org Web Site: www.eityollbibuque.org Tr/ rF D V ',Lilo TP Tin 7# UO 1, Fir - FIRE TIVENT • OCCUPANT LOAD OF • Houlihan's IS LIMITED TO. I :6 PEOPLE • 0 c--/obe,r 01,00,5-- • VALID FIVE YEARS FRONI THIS DAIT szcnoN 321/2, UNIFORM FIRE CODE FIRE MAR OFFICE usammentaMemasai....M. Inspection Notes otest While not marked as a violation it is rccommended that menu items and consumer advisory be easier to rend (more conspicuous) on menu. 11 It. Page 1 of 1 City of Dubuque Health Services Department Food ServicetRestaurant Inspection HOULIHANS RSDU2813470 Type: Other food service establishment Sub Type: Fast Food 1801 GREYHOUND PARK DR DUBUQUE 52001 Dubuque County Owner: DCH LLC 563 585-5233person In Charge:KEN i3AUGEN ()FPM: Yes) Routine Inspection on 11/01/2013, from 10:45 AM to 12:00 PM by Link, Tim Inspection Summary (IN=B4 Compliance, OUT=Out of Compliance, NO=Not Observed, NA= Not Applicable C=eritical, S=Critical & non -Critical) Food Temperaturealme Control . 19a)Handwashing facilities provided(C) IN 19b) Accessible/soap & towels provided IN 1) Adequate cooling for cooked/prepared food(S) IN 20) Adequate sewage/waste disposal(S) IN 2) Cold hold(C) -OUT21) Safe water source, if private: date tested(S) IN 3) Adold c IN 22)11M & cold water under pressure(S) IN 4)5Adequateheatin cooking F in 2 hre(C) forNPHF(S) N/O 23) Back tlowiback siphonage protection(S) IN Personnel o -heating to 165°F in 2 hrs(C) IN 24) plumbing: installed/maintained(S) IN Demonstration Hol Facility/Equipment Requirements 6) Personnel e a ith iofn ecowlsdge(S) IN 25) Thermometers provided/acourate(S) IN 7) operha with infections restricted/excluded(S) IN 26) Equipment adequate to maintain temperature(S) IN 8) Proper y enio pracaicc (S 27) Food contact surfaces(S) IN 9) Good bygiaint /clea ccloth sIIN 28) Non-food contact surfaces IN 10) Bair restraints/clean nt Source/Handling clothes 29) Walls, floors, ceiling, lighting OUT Food SoudcerotectionI 30) Ventilation IN 11 b) Food ing(S) IN IN Other Operations 1le)LateMarki g( 31) Adequate pest control(S)IN 1) Approved Marking(C)/N Source/Sound IN 32) Handling/storage/labeling of toxic items(C) IN 12))Handling f-touodCods(C) N)IN 33) Consumer advisory posted(C) IN 13) Handling Cg of ready-to-eationPrfoods())) j 340) Premise maintained (outside & inside) IN 15) 15) Adequate systems Protection(C) IN • 34b) Refuse, recyclables, retumables IN Ware aching sysfoms (HACCP or time as control)()) N/A 34c) Outdoorpremise designed/maintained IN Mashing 34d) Inside physical facilities designed/maintained IN 16) Manual icu washing/sung(S) (SN 35) License posted/maintained(S) IN 17) Adequate a ewas mama ung(S) IN 36) Smoking area: designated/posted IN 1 u) g facilities 1N 37) Security Plan IN Plumbing/Water/Selvage 19) Handwashing facilities IN Inspection Details Critical Items 2) Cold hold(C) PHF food not maintained at 41° F or below 3-501.16, pg 82 East line snake table warm. Alfredo measured 45.6 degrees. salad prep refrigerator wallstaff area warm shredded cheese measured 46.5 degrees. Service was call food was corrected. Minimum allowable temperature is 41 degrees. Non -Critical Items to be complied with. Sball be corrected within 90 days, 29) Walls, floors, ceiling, lighting Floors, walls, ceilings installed, are not easily cleanable 6-201.11, p 166 Grout lines are waorn and require regrowing. Inspectors Signature: Received Bv: THIS REPORT MUST BE POSTED IN A CONSPICUOUS PLACE R57 file:///C:/Users/tlink/AppData/Roaming/Inspections%20PC/inspection.html 11/01/2013 Page 1 of City of Dubuque Health Services Department Food Service/Restaurant Inspection HILTON.GARDEN INN RSDU-2813471 Type: Other food service establishment Sub Type: Full Service Owner: DUBUQUE CASINO HOTEL LLC 563 585- 1801 GREYHOUND PARK bRIVE DUBUQUE 52001 Dubuque County 5200 Routine Inspection on 12/10/2012, from 8:30 AM to 9:15 AM by Link, Person In Charge: KEN HAUGEN (CFPM: Yes) Tim Inspection Summary (1N=TN Compliance, OUT Out of Compliance, NO=Not Observed, NA= Not Applicable C=critical, S ri6cal & non -Critical) Fond Temperature/Time Control 1) Adequate cooling for cooked/prepared food(S) IN 2) Cold hold(C) IN 3) Hot hold(C) IN 4) Adequate cooking temperatures for PHF(S) N/O 5) Re -heating to 165°F in 2 hrs(C) N/O Personnel 6) Demonstration of knowledge(S) IN 7) Personnel with infections restricted/excluded(S) IN 8) Proper handwashing(S) IN 9) Good hygienic practices(S) IN 10) Hair restraints/clean clothes IN Food Source/Handling la) Food Protection OUT lb) Labeling(S) IN I c) Date Marking(C) IN 2) Approved Source/Sound Condition(S) IN 3) Handling of ready -to -eat foods(C) IN 4) Cross -Contamination Protection(C) IN 5) Adequate systems (HACCP or time as control)(C) N/A lira rewashing 6) Manual washing/sanitizing(S) N/A 7) Mechanical washing/sanitizing(S) IN 8) Adequate warewashing facilities IN P umbing/Water/Sewage 9) Handwashing facilities OUT 19n) Handwashing facilities provided(C) JN 19b) Accessible/soap & towels provided IN 20) Adequate sewage/waste dlsposal(S) IN 21) Safe water source, if private: date tested(S) IN 22) Hot & cold water under pressure(S) IN 23) Back flow/back siphonage protection(S) IN 24) Plumbing: installed/maintained(S) IN Facility/Equipment Requirements '25) Thermometers provided/accurate(S)IN 26) Equipment adequate to maintain tempelulure(S) IN 27) Food contact surfaces(S) IN 28) Non-food contact surfaces IN 29) Walls, floors, ceiling, lighting IN 30) Ventilation IN Other Operations 31) Adequate pest control(S)11,1 32) Handling/storage/labeling of toxic items(C) IN 33) Consumer advisory posted(C) IN 34a)Premise maintained (outside & inside) IN 34b) Refuse, recyclables, tetumables IN 34e) Outdoor premise designed/maintained IN 34d) Inside physical facilities designed/maintained IN 35) License posted/maintained(S) IN 36) Smoking area: designated/posted IN 37) Security Plan IN Inspection Details Non -Critical Items to be complied with. Shall be corrected within 90 days. 1.1a) Food Protection Food stored in direct contact with water or ice 3-303.12, p 65 Hardboiied eggs displayed on undrained ice. Corrected at time of inspection • 119) Handwashing facilities Handwashing signs not posted 6-301.14, pg 173 Post handwashing sign to bar handsink Signage is available free al www.profaodsafety.org Inspection Notes Notes: Inspector's Signature: THIS REPORT MUST BE POSTED IN A CONSPICUOUS PLACE i1e://C:\Program Files\State of Iowa\Inspections PC\inspection.htixil 12/10/201: 01- ••• IOWA DEPARTMENT OF PUBLIC HEALTH Bureau of Envjnmental Health Lucas Stat tee Building -0015 I 111 I le'M'i; LLN•k,r. "tilt 1es Moin SO319.- itle,Vo _N Swimmin cr. gistration it • 1 • t 12;-:- .,-.. !F,.0.' .4., ,..„... ...,.. Hilton Garden Inn.,,.....e...—......Ffr.;..4:4-1:7,4',1-•,,,......,-..,-. 1801 Greyhound Park D13.-••'" Dubuque IA 52001 ---- 58g-25:11 (itswiNui 1(06) Rmistra ton #. 31-1430-033-2-F-002 italid_Firon„.05/01/2013 To: 04/3012014 IOWA DEPARTMENT OF PUBLIC HEALTH Bureau of Envikonmental Health Lucas Sta Z:0wI VI: n Swimmin ice Building 50319-0075 egistration il'tii, f X, kligiggs .e, ..11..,I,iii, Hilton .Garden Inn -4-1.'tra,.4.7.......... -'4,),I...,lig5-2 agt )on #: 31-1430-033-2-B-001 P.O.e. : .i. 1801 Greyhound Park OR ...-' ,-.2.----., r•1•:!..f.•.7.r.Tr.f.:,..,,-...._....._, _ _„...,..›., , ...,..:.:5.,,.... ; i - Dubuque IA 52001 7 . Valid From: 05/01/2013 To: 04/30/2014 „.s.0",..-.,.., :......,... ..t...,....., t. ,,..,,, 5 r, -255 I Oityvil.t.c1 10,96.) TIM CITY OA t v 7 DUB E CERTIFICATE OF OCCUPANCY BUILDING SAFETY DEPARTMENT This certificate issued pursuant to the requirements of Section' 1.10 of the DUBUQUE BUILDING CODE certifying that at the time of issuance this structure was in compliance with the various ordinances of the City re i1ating building construction or use. For the following: Use classification: Hotel Building Permit Number: 805-0093 Group: R-1 Type of construction: V-A Zoning District: CR Building Address: 1801 Greyhound Park Drd, Dubuque IA 52001 Owner: Dubuque Casino Hotel LLC By: Rich Russell Date' 21 October 2005 ' Address: 137 Main St. , Ste 400 • Dubuque IA 52001 • Post in a conspicuous place. Building Official v ra' IOWA DEPARTMENT OF INSPECTIONS AND APPEALS HILTON. GARDEN;INN K,r ai DUBUQUE CASINO HOTELLLC 2500. N DALLAS PKWY, STE 600 PLANO, TX 7509-4820 THE AFORESAID, HAVING -DEPOSITED THE REQUIRED FEE, IS HEREBY GRANTED THE ABOVE LICENSE PURSUANT TO CHAPTER 137F, CODE OF IOWA. THIS LICENSE SHALL REMAIN IN FULL FORCE FROM THE DATE OF ISSUE UNTIL ITS EXPIRATION DATE, UNLESS REVOKED OR SUSPENDED FOR CAUSE BY THE DIRECTOR OF INSPECTIONS AND APPEALS FOR NONCOMPLIANCE WITH CHAPTER137F, CODE OF IOWA OR RULES PROMULGATED PURSUANT THERETO. - LICENSE FOR FOLLOWING LOCATION - '1801 GREYHOUND PARK DRIVE DUBUQUE, IA 52001 POST IN CONSPICUOUS PLACE STATE OF IOWA IOWA DEPARTMENT OF INSPECTIONS AND APPEALS FEE $, • 57.50 NO.HODU-2813472 HILTON pARpEN INN • DUBUQUE CASINO HOTEL LLC 2500 N DALLAS PKV, STE 600 PLANO, TX 750934820 THE AFORESAID, HAVING DEPOSITED THE REQUIRED FEE, IS HEREBY GRANTED THE ABOVE LICENSE PURSUANT TO CHAPTER 137C, CODE OF IOWA. THIS LICENSE SHALL REMAIN IN FULL FORCE FROM THE DATE OF ISSUE UNTIL ITS EXPIRATION DATE, UNLESS REVOKED OR SUSPENDED FOR CAUSE BY THE DIRECTOR OF INSPECTIONS AND APPEALS FOR NONCOMPLIANCE WITH CHAPTER137C, CODE OF IOWA OR RULES PROMULGATED PURSUANT THERETO. - LICENSE FOR FOLLOWING .LOCATION 1801 GREYHOUND PARK DRIVE DUBUQUE, IA 52001 DATE OF ISSUE November 01, 2013 EXPIRATION DATE November 01, 2014 DIRECTOR DEVELOPMENT STATE OF IOWA LABOR DIVISION: ELEVATOR, BOILER & AMUSEMENT RIDE BUREAU 1000 East Grand Avenue Des Moines, IA 5031 9- 0209 Phone: 515-281-5415 HILTON GARDEN INN 1801 GREYHOUND PARK Dr. DUBUQUE IA, 52001 HILTON GARDEN INN 1801 GREYHOUND PARK DR DUBUQUE IA 52001 State 11).. 11506 Inspected Date: 10/04/2012 STATE OF IOWA LABOR DIVISION: ELEVATOR, BOILER & AMUSEMENT RIDE BUREAU • 1000 East Grand Avenue Des Moines, IA 50319-0209 Phone: 515-281-5415 HILTON GARDEN INN 1801 GREYHOUND PARK Dr. DUBUQUE IA, 52001 HILTON GARDEN INN 1801 GREYHOUND PARK DR DUBUQUE IA 52001 HILTON GARDEN INN, 1801 GREYHOUND PARK DR, DUBUQUE Exhibit "1.1(1)" See attached list of leased equipment. NONE EXHIBIT "1.5" Allocation of Purchase Price Asset Amount Allocated Prepaids / Inventories / Supplies $57,180.00 Equipment, Furniture & Fixtures $ 875,000.00 Leasehold/Leasehold Improvements/Contract Interests $12,800,000.00 Goodwill $2,267,820.00 Total: $16,000.000.00 EXHIBIT "2" ASSUMED LIABILITIES Buyer shall assume the following contracts or agreements of Seller as of the Closing. However, Buyer shall not be liable for any debts, obligations, or liabilities incurred by Seller prior to closing (except for Nos. 4 and 5 below). 1. The DCH -City Lease. 2. The Parking Use Agreement. 3. All contracts and vendor relationships described on Exhibit 1.1(g). 4. All previously issued but unused gift certificates for the Hotel and Restaurant as described in Section 6.8 herein. 5. Accrued employee benefits as described in Section 6.9 herein. SCHEDULE "6.8" GIFT CERTIFICATE VALUE Seller shall deduct from the purchase price an amount equal to the carrying amount of the issued but outstanding gift certificates as of the Closing Date as reflected on the most recent monthly financial statement of Seller immediately prior to the Closing Date. See attached email dated April 8, 2014 between Seller and Buyer. Brian Kane From: Sent: To: Cc: Subject: \\ Dustin Manternach [dustinm@mystiquedbq.com] Tuesday, April 08, 2014 11:56 AM 'Tom Gantz' Brian Kane RE: Houlihan's Gift Cards Tom — Thanks for the information. I'm comfortable with the methodology below. Thank you for following up on this. Also, can you forward me a draft of the financial statement review when you have it? Thanks Dustin From: Tom Gantz [mailto:bikertom1 yousq.net] Sent: Tuesday, April 08, 2014 7:42 AM To: Dustin Manternach Cc: Brian Kane Subject: Houlihan's Gift Cards Dustin, attached is the Gift Card spreadsheet showing open/closed gift cards for Houlihans I provided this same report last November. I have requested an update. If you look at the report, go to the beginning where it starts at 1/1/2011. There is a carrying amount in excess of $80,000. Then, go through the list and you will see that the carrying amount never drops below $60,000. In fact, it rarely went below $65,000 in recent year. Hence, I felt comfortable writing off $60,000 of lost or unused gift cards, primarily coming from the $80k brought forward on 1/1/2011. As of Feb 28, 2014 we have a carrying amount on our financials of $14,098.88 We have not, and will not, write off any cards since Nov. 2013.. The number we carry on our financials is what we are willing to provide to the buyer at close. This exceeds our expectations of future redeemed cards. Our method could be stated as this: we wrote off 75% of outstanding gift cards as of 1/1/2011. ($80,000 approx. X 75% = $60,000). In essence, we wrote off anything older than 3 years. I will provide the updated report when I receive it. If you still feel we need to discuss this in person, let me know. Thanks, Tom 1 EXHIBIT "9.4" PERMITTED ENCUMBRANCES 1, DCH -City Lease. 2. Parking Use Agreement. 3. Easements and restrictions of record. Exhibit "9.17" Agreements Granting Third Parties Right of Use or Occupancy of any portion of Property: 1. Parking Use Agreement by and between Buyer, Seller and City of Dubuque, Iowa dated July 6, 2004, as may have been amended. 2. ,Lease Agreement wherein Seller is the lessee and the City of Dubuque, Iowa is the lessor, dated July 6, 2004, as that Lease Agreement may have been amended. Exhibit "12.6" Legal Description of Real Estate See attached. May. 9. 2005 12:28PM CITY OF DBQ LEGAL DEPT No. 3635 P. 38 Sheet 2 of 3 Leial Description for Dubuque C99i110 Hotel, A parcel of land lying within the Southeast Quarter of Fractional Section 18, Township 89 North, Range 3 East of the 5' ,Principal Meridian, Dubuque County, Iowa, more particularly described . as follows: Commencing at the Southeast comer of said liractional Section 18 (the South line of the Southeast Quarter of Fraotjonal Section 18 bears North 88 degrees 37 minutes 17 seconds East for the purposes of this description); Thence North 51 degrees 42 minutes 10 seconds West, 1642.95 feet, to the point of beginning; Thence North 64 degrees 38 minutes 50 seconds West, 98.25 feet; Thence North 25 degrees 21 minutes 10 seconds Bast, 85.67 feet; Thence South. 64 degrees 38 minutes 50 seconds East, 27,46 feet; Thence North 25 degrees 21 minutes 10 seconds East, 51.08 feet; Thence North 64 degrees 38 minutes 50 seconds West, 22.29 feet; Thence Northeasterly, 45.81 feet along the arc of a circular curve concave to the Southeast, having a radius of 25.00 feet, a central angle of 104 degrees 58 minutes 10 seconds, and whose chord bears North 25 degrees 21 minutes 10 seconds East, 39.67 feet; Thence South 64 degrees 38 minutes 50 seconds East, 22.29 feet; Thence North 25 degrees 21 minutes 10 seconds East, 9133 feet; Thence South 64 degrees 38 minutes 50 seconds East, 70.00 feat; Thence South 25 degrees 21 minutes 10 seconds West, 44.67 feet; Thence South 64, degrees 38 roinutes 50 seoonds East, 213.83 feet; Thence South 25 degrees 21 minutes 10 seconds West, 1'02.00 feat; Thence South 64 degrees 38 minutes 50 seconds East, 118,56 feet; Thence South 25 degrees 21 minutes 10 seconds West, 17.42 feet; Thence North 64 degrees 38 minutes 50 seconds West, 182.81 feet; Thence South 25 degrees 21 minutes 10 seconds West, 59,75 feet; Thence North 64 degrees 38 initiates 50 seconds West, 38.17 feet; Thence South 25 degrees 21 minutes 10 seconds West, 41.33 feet; May. 9. 2005 12:29PM CITY OF DBQ LEGAL DEPT No,3635 P. 39 Sheet 3 of 3 Thence North 64 degrees 38 minutes 50 seconds West, 24,17 feet; Thence North 25 degrees 21 minutes 10 seconds East, 441.33 feet; Thence North 64 degrees 38 minutes 50 seconds West, 38,17 feet; Thence North 25 degrees 21 minutes 10 seconds East, 52,35 feet; Thence North 64 degrees 38 minutes 50 seconds West, 48.29 feet; Thence South 25 degrees 21 minutes 10 seconds West, 97.26 Feet, to the point of beginning. Containing 1,317 acres 657,364 square, feet), more or less, and subject to easements, reservations, restrictions, and rights-of-way of record and not of record, Exhibit "14" Iowa Sales/Use Tax Certified Statement Iowa Sales/Use Taxes/Certified Statement CERTIFIED STATEMENT STATE OF IOWA ) )SS: COUNTY OF DUBUQUE ) The undersigned; being first duly sworn on oath, states that he is the Manager of DUBUQUE CASINO HOTEL, L.L.C., an Iowa limited liability company, the Seller of the assets being sold pursuant to the Asset Purchase Agreement dated the day of 2014, wherein DUBUQUE RACING ASSOCIATION, LTD., an Iowa non-profit corporation, is the Buyer (the "Asset Purchase Agreement"). In recognition of the possible liability which may be imposed upon successors to a retailer's business for sales or use taxes, and any penalty or interest thereon, the undersigned warrants that the sale made pursuant to the Asset Purchase Agreement is made in good faith as provided by Iowa Code Section 421.28 (2013), warrants that no tax liens have been filed with respect to the property sold pursuant to the foregoing agreement, and further warrants that no delinquent sales or use tax, penalty thereon or interest thereon is due or owing and no hotel and motel tax under Iowa Code Chapter 423A, penalty thereon or interest thereon is due or owing. DUBUQUE CASINO HOTEL, L.L.C., Seller By: , Its Manager Subscribed and sworn to before me, a Notary Public, by the said Manager of Dubuque Casino Hotel, L.L.C., on the day of June, 2014. NOTARY PUBLIC IN AND FOR THE STATE OF IOWA