EXHIBIT 21 U-7 Page 262 Prepared by Michael P. Schmiedt, 329 Pierce Street, Suite 200, Box 27 Sioux City, Iowa 51101 Telephone No. (712) 277-4561 After recording return to: City of Onawa, Iowa, 914 Diamond Street, Onawa, IA 51040 FIRST AMENDMENT TO GROUND LEASE By and Among CITY OF ONAWA, IOWA and ONAWA RACING, INC. January, 2017 1
EXHIBIT 21 U-7 Page 263 FIRST AMENDMENT TO GROUND LEASE THIS FIRST AMENDMENT TO GROUND LEASE ( First Amendment ) is made as of the day of January, 2017, by and between the City of Onawa, Iowa, a municipal corporation with its principal offices located at 914 Diamond Street, Onawa, IA 51040 (the "City") acting under the authorization of Chapters 15A and 403 of the Code of Iowa, 2015, and, Onawa Racing, Inc., an Iowa corporation, whose address for purposes of this Agreement is P.O. Box 119, Onawa, IA 51040 (the "Developer"). R E C I T A L S WHEREAS, City and Developer entered into a Ground Lease dated January 12, 2016 (the Ground Lease ) for which a Memorandum of Lease was recorded on April 1, 2016 in File No. E16-0141 (Book 49, Page 79)relating to lease of the real estate described on Exhibit A attached hereto and made a part hereof by this reference (the Development Property ) from City to Developer on the terms and conditions set forth therein; WHERAS, in conjunction with the Ground Lease, City and Developer have also entered into a certain Development Agreement dated January 12, 2016 and recorded on February 10, 2016 in File No. 16-0154 and a certain First Amendment to Development Agreement making certain changes thereto (collectively, the Development Agreement ); WHEREAS, City and Developer desire to amend the Ground Lease to give Developer additional time to meet certain benchmarks set forth therein; NOW, THEREFORE, in consideration of the mutual covenants in the Ground Lease, the Development Agreement and herein set forth, City and Developer agree as follows: 1. Amendment of Sub-section B of Section 11. Sub-section B of Section 11 of the Ground Lease is hereby deleted and replaced with the following: B. AUTOMATIC TERMINATION. This Lease shall automatically terminate without cause if Tenant has not secured the Minimum Capital Amount and Exhibit C has not been executed on or before July 12, 2017. 2. Amendment of Section 3. Section 3 of the Commercial Lease is hereby deleted and replaced with the following: 3. MINIMUM CAPITAL AMOUNT. Prior to the Term Commencement Date, Tenant shall obtain firm commitments for operating capital in an amount of at least $100,000 (the Minimum Capital Amount ). Tenant shall submit to the Iowa Division of Insurance Securities Bureau its Small Company Offering Registration by January 1, 2016 (the Registration ). Tenant shall provide Landlord documentation of the effective date of the Registration and minimum offering amount set forth in the Registration approved by the Iowa Division of Insurance Securities Division. 2
EXHIBIT 21 U-7 Page 264 3. Interpretation. Except as otherwise defined or modified herein, all capitalized terms in this First Amendment shall have the meanings given them in the Ground Lease and the Development Agreement. 4. Ratification. Except as expressly provided in this First Amendment, the Ground Lease remains unmodified and in full force and effect pursuant to the terms thereof. 5. Counterparts. This First Amendment may be executed in any number of counterparts, and each counterpart shall be deemed to be an original document. [Remainder of this page intentionally left blank. Signature pages to follow.] 3
EXHIBIT 21 U-7 Page 265 IN WITNESS WHEREOF, the parties have set their hands and seals the day and year above first written. CITY OF ONAWA, IOWA Mayor, Lonnie L. Campbell ATTEST: City Clerk, Terry R. Christensen STATE OF IOWA ) ) SS COUNTY OF MONONA ) On this day of January, 2017, before me a Notary Public in and for said State, personally appeared Terry R. Christensen and Lonnie L. Campbell, to me personally known, who being duly sworn, did say that they are the Mayor and City Clerk, respectively, of the City of Onawa, Iowa, a Municipality created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said Municipality, and that said instrument was signed and sealed on behalf of said Municipality by authority and resolution of its City Council, and said Mayor and City Clerk acknowledged said instrument to be the free act and deed of said Municipality by it voluntarily executed. Notary Public in and for the State of Iowa 4
EXHIBIT 21 U-7 Page 266 Onawa Racing, Inc. By: Printed Name: Its: STATE OF IOWA ) ) SS COUNTY OF ) This record was acknowledged before me on this day of, 2017 by as of Onawa Racing, Inc. Notary Public in and for the State of Iowa 5
EXHIBIT 21 EXHIBIT A LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY 6 U-7 Page 267
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