SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Amendment No. 3)

UNDER THE SECURITIES EXCHANGE ACT OF 1934*

 

 

Red Rock Resorts, Inc.

(Name of Issuer)

Common A Common Stock, par value $0.01

(Title of Class of Securities)

75700L108

(CUSIP Number)

Frank J. Fertitta III

1505 South Pavilion Center Drive

Las Vegas, Nevada 89135

(702) 495-3000

with a copy to:

Deborah J. Conrad, Esq.

Milbank LLP

2029 Century Park East, 33rd Floor

Los Angeles, California 90067

(424) 386-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 16, 2019

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☐

 

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

SCHEDULE 13D

 

CUSIP No. 75700L108		Page 2 of 21 Pages

 

(1)		Name of reporting person   Fertitta Business Management LLC
(2)		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
(3)		SEC use only
(4)		Source of funds   OO (See Item 3)
(5)		Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)						☐
(6)		Citizenship or place of organization   Nevada

Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   0
				(8)		Shared voting power   28,208,745
				(9)		Sole dispositive power   0
				(10)		Shared dispositive power   28,208,745

(11)		Aggregate amount beneficially owned by each reporting person   28,208,745
(12)		Check box if the aggregate amount in row (11) excludes certain shares						☐
(13)		Percent of class represented by amount in row (11)   28.63%
(14)		Type of reporting person (see instructions)   OO (Limited Liability Company)

 

2

SCHEDULE 13D

 

CUSIP No. 75700L108		Page 3 of 21 Pages

 

(1)		Name of reporting person   FI Station Investor LLC
(2)		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
(3)		SEC use only
(4)		Source of funds   OO (See Item 3)
(5)		Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)						☐
(6)		Citizenship or place of organization   Delaware

Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   0
				(8)		Shared voting power   22,656,184
				(9)		Sole dispositive power   0
				(10)		Shared dispositive power   22,656,184

(11)		Aggregate amount beneficially owned by each reporting person   22,656,184
(12)		Check box if the aggregate amount in row (11) excludes certain shares						☐
(13)		Percent of class represented by amount in row (11)   24.38%
(14)		Type of reporting person (see instructions)   OO (Limited Liability Company)

 

3

SCHEDULE 13D

 

CUSIP No. 75700L108		Page 4 of 21 Pages

 

(1)		Name of reporting person   FBM Sub 1 LLC
(2)		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
(3)		SEC use only
(4)		Source of funds   OO (See Item 3)
(5)		Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)						☐
(6)		Citizenship or place of organization   Delaware

Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   0
				(8)		Shared voting power   6,000,000
				(9)		Sole dispositive power   0
				(10)		Shared dispositive power   6,000,000

(11)		Aggregate amount beneficially owned by each reporting person   6,000,000
(12)		Check box if the aggregate amount in row (11) excludes certain shares						☐
(13)		Percent of class represented by amount in row (11)   7.86%
(14)		Type of reporting person (see instructions)   OO (Limited Liability Company)

 

4

SCHEDULE 13D

 

CUSIP No. 75700L108		Page 5 of 21 Pages

 

(1)		Name of reporting person   The Frank J. Fertitta, III and Jill Ann Fertitta Family Trust
(2)		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
(3)		SEC use only
(4)		Source of funds   OO (See Item 3)
(5)		Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)						☐
(6)		Citizenship or place of organization   Nevada

Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   0
				(8)		Shared voting power   899,480
				(9)		Sole dispositive power   0
				(10)		Shared dispositive power   899,480

(11)		Aggregate amount beneficially owned by each reporting person   899,480
(12)		Check box if the aggregate amount in row (11) excludes certain shares						☐
(13)		Percent of class represented by amount in row (11)   1.28%
(14)		Type of reporting person (see instructions)   OO (Trust)

 

5

SCHEDULE 13D

 

CUSIP No. 75700L108		Page 6 of 21 Pages

 

(1)		Name of reporting person   The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust
(2)		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
(3)		SEC use only
(4)		Source of funds   OO (See Item 3)
(5)		Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)						☐
(6)		Citizenship or place of organization   Nevada

Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   0
				(8)		Shared voting power   899,480
				(9)		Sole dispositive power   0
				(10)		Shared dispositive power   899,480

(11)		Aggregate amount beneficially owned by each reporting person   899,480
(12)		Check box if the aggregate amount in row (11) excludes certain shares						☐
(13)		Percent of class represented by amount in row (11)   1.28%
(14)		Type of reporting person (see instructions)   OO (Trust)

 

6

SCHEDULE 13D

 

CUSIP No. 75700L108		Page 7 of 21 Pages

 

(1)		Name of reporting person   Frank J. Fertitta, III 2006 Irrevocable Trust
(2)		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
(3)		SEC use only
(4)		Source of funds   OO (See Item 3)
(5)		Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)						☐
(6)		Citizenship or place of organization   Nevada

Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   0
				(8)		Shared voting power   224,870
				(9)		Sole dispositive power   0
				(10)		Shared dispositive power   224,870

(11)		Aggregate amount beneficially owned by each reporting person   224,870
(12)		Check box if the aggregate amount in row (11) excludes certain shares						☐
(13)		Percent of class represented by amount in row (11)   0.32%
(14)		Type of reporting person (see instructions)   OO (Trust)

 

7

SCHEDULE 13D

 

CUSIP No. 75700L108		Page 8 of 21 Pages

 

(1)		Name of reporting person   Lorenzo J. Fertitta 2006 Irrevocable Trust
(2)		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
(3)		SEC use only
(4)		Source of funds   OO (See Item 3)
(5)		Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)						☐
(6)		Citizenship or place of organization   Nevada

Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   0
				(8)		Shared voting power   224,870
				(9)		Sole dispositive power   0
				(10)		Shared dispositive power   224,870

(11)		Aggregate amount beneficially owned by each reporting person   224,870
(12)		Check box if the aggregate amount in row (11) excludes certain shares						☐
(13)		Percent of class represented by amount in row (11)   0.32%
(14)		Type of reporting person (see instructions)   OO (Trust)

 

8

SCHEDULE 13D

 

CUSIP No. 75700L108		Page 9 of 21 Pages

 

(1)		Name of reporting person   Fertitta Holdco LLC
(2)		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
(3)		SEC use only
(4)		Source of funds   OO (See Item 3)
(5)		Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)						☐
(6)		Citizenship or place of organization   Delaware

Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   0
				(8)		Shared voting power   22,656,184
				(9)		Sole dispositive power   0
				(10)		Shared dispositive power   22,656,184

(11)		Aggregate amount beneficially owned by each reporting person   22,656,184
(12)		Check box if the aggregate amount in row (11) excludes certain shares						☐
(13)		Percent of class represented by amount in row (11)   24.38%
(14)		Type of reporting person (see instructions)   OO (Limited Liability Company)

 

9

SCHEDULE 13D

 

CUSIP No. 75700L108		Page 10 of 21 Pages

 

(1)		Name of reporting person   Fertitta Investment LLC
(2)		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
(3)		SEC use only
(4)		Source of funds   OO (See Item 3)
(5)		Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)						☐
(6)		Citizenship or place of organization   Delaware

Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   0
				(8)		Shared voting power   20,906,616
				(9)		Sole dispositive power   0
				(10)		Shared dispositive power   20,906,616

(11)		Aggregate amount beneficially owned by each reporting person   20,906,616
(12)		Check box if the aggregate amount in row (11) excludes certain shares						☐
(13)		Percent of class represented by amount in row (11)   22.92%
(14)		Type of reporting person (see instructions)   OO (Limited Liability Company)

 

10

SCHEDULE 13D

 

CUSIP No. 75700L108		Page 11 of 21 Pages

 

(1)		Name of reporting person   KVF Investments, LLC
(2)		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
(3)		SEC use only
(4)		Source of funds   OO (See Item 3)
(5)		Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)						☐
(6)		Citizenship or place of organization   Nevada

Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   0
				(8)		Shared voting power   8,609,629
				(9)		Sole dispositive power   0
				(10)		Shared dispositive power   8,609,629

(11)		Aggregate amount beneficially owned by each reporting person   8,609,629
(12)		Check box if the aggregate amount in row (11) excludes certain shares						☐
(13)		Percent of class represented by amount in row (11)   10.91%
(14)		Type of reporting person (see instructions)   OO (Limited Liability Company)

 

11

SCHEDULE 13D

 

CUSIP No. 75700L108		Page 12 of 21 Pages

 

(1)		Name of reporting person   LNA Investments, LLC
(2)		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
(3)		SEC use only
(4)		Source of funds   OO (See Item 3)
(5)		Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)						☐
(6)		Citizenship or place of organization   Nevada

Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   0
				(8)		Shared voting power   8,609,629
				(9)		Sole dispositive power   0
				(10)		Shared dispositive power   8,609,629

(11)		Aggregate amount beneficially owned by each reporting person   8,609,629
(12)		Check box if the aggregate amount in row (11) excludes certain shares						☐
(13)		Percent of class represented by amount in row (11)   10.91%
(14)		Type of reporting person (see instructions)   OO (Limited Liability Company)

 

12

SCHEDULE 13D

 

CUSIP No. 75700L108		Page 13 of 21 Pages

 

(1)		Name of reporting person   F & J Fertitta Family Business Trust
(2)		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
(3)		SEC use only
(4)		Source of funds   OO (See Item 3)
(5)		Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)						☐
(6)		Citizenship or place of organization   Nevada

Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   0
				(8)		Shared voting power   14,104,372
				(9)		Sole dispositive power   0
				(10)		Shared dispositive power   14,104,372

(11)		Aggregate amount beneficially owned by each reporting person   14,104,372
(12)		Check box if the aggregate amount in row (11) excludes certain shares						☐
(13)		Percent of class represented by amount in row (11)   16.71%
(14)		Type of reporting person (see instructions)   OO (Trust)

 

13

SCHEDULE 13D

 

CUSIP No. 75700L108		Page 14 of 21 Pages

 

(1)		Name of reporting person   L & T Fertitta Family Business Trust
(2)		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
(3)		SEC use only
(4)		Source of funds   OO (See Item 3)
(5)		Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)						☐
(6)		Citizenship or place of organization   Nevada

Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   0
				(8)		Shared voting power   14,104,372
				(9)		Sole dispositive power   0
				(10)		Shared dispositive power   14,104,372

(11)		Aggregate amount beneficially owned by each reporting person   14,104,372
(12)		Check box if the aggregate amount in row (11) excludes certain shares						☐
(13)		Percent of class represented by amount in row (11)   16.71%
(14)		Type of reporting person (see instructions)   OO (Trust)

 

14

SCHEDULE 13D

 

CUSIP No. 75700L108		Page 15 of 21 Pages

 

(1)		Name of reporting person   Frank J. Fertitta III
(2)		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
(3)		SEC use only
(4)		Source of funds   OO (See Item 3)
(5)		Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)						☐
(6)		Citizenship or place of organization   U.S.A.

Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   0
				(8)		Shared voting power   46,552,353
				(9)		Sole dispositive power   0
				(10)		Shared dispositive power   46,552,353

(11)		Aggregate amount beneficially owned by each reporting person   46,552,353
(12)		Check box if the aggregate amount in row (11) excludes certain shares						☐
(13)		Percent of class represented by amount in row (11)   40.23%
(14)		Type of reporting person (see instructions)   IN

 

15

SCHEDULE 13D

 

CUSIP No. 75700L108		Page 16 of 21 Pages

 

(1)		Name of reporting person   Lorenzo J. Fertitta
(2)		Check the appropriate box if a member of a group (a)  ☐        (b)  ☐
(3)		SEC use only
(4)		Source of funds   OO (See Item 3)
(5)		Check box if disclosure of legal proceeding is required pursuant to items 2(d) or 2(e)						☐
(6)		Citizenship or place of organization   U.S.A.

Number of shares beneficially owned by each reporting person with				(7)		Sole voting power   0
				(8)		Shared voting power   46,552,353
				(9)		Sole dispositive power   0
				(10)		Shared dispositive power   46,552,353

(11)		Aggregate amount beneficially owned by each reporting person   46,552,353
(12)		Check box if the aggregate amount in row (11) excludes certain shares						☐
(13)		Percent of class represented by amount in row (11)   40.23%
(14)		Type of reporting person (see instructions)   IN

 

16

SCHEDULE 13D

 

CUSIP No. 75700L108		Page 17 of 21 Pages

 

EXPLANATORY NOTE

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2016 (the “Original Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D filed with the SEC on May 20, 2016 (“Amendment No. 1), as amended by Amendment No. 2 to Schedule 13D filed with the SEC on August 12, 2019 (“Amendment No. 2, and together with the Original Schedule 13D and Amendment No. 1, the “Schedule 13D”), as specifically set forth herein. Capitalized terms used but not defined in this Amendment No. 3 have the meanings given to such terms in the Original Schedule 13D, Amendment No. 1 and Amendment No. 2, as the case may be.

Item 2. Identity and Background

The second paragraph of Item 2(a) is amended and restated to read as follows:

As of the date of this statement, (i) FI Station is the record owner of 42,199 shares of Class A Common Stock, 22,613,985 shares of Class B Common Stock and 22,613,985 LLC Units, (ii) FBM Sub 1 is the record owner of 6,000,000 shares of Class B Common Stock and 6,000,000 LLC Units; (iii) FBM is the record owner of 16,771,819 shares of Class B Common Stock and 16,771,819 LLC Units, (iv) the F&J Fertitta Family Trust is the record owner of 899,480 shares of Class A Common Stock, (v) the L&T Fertitta Family Trust is the record owner of 899,480 shares of Class A Common Stock, (vi) the FJF Irrevocable Trust is the record owner of 224,870 shares of Class A Common Stock, and (vii) the LJF Irrevocable Trust is the record owner of 224,870 shares of Class A Common Stock. FI Station’s principal business is to invest in the equity securities of Holdco and the Issuer. FBM Sub 1’s principal business is to hold securities of Holdco and the Issuer. FBM’s principal business is to invest in the equity securities of Holdco and the Issuer as well as other business enterprises of Frank J. Fertitta, III and Lorenzo J. Fertitta. The principal business of each of the F&J Fertitta Family Trust, L&T Fertitta Family Trust, FJF Irrevocable Trust and LJF Irrevocable Trust is to hold assets for its beneficiaries. Fertitta Investment is the majority member of FI Station, and Fertitta Investments’ principal business is to act as such. KVF and LNA are members of FI Station and Fertitta Investment and their principal business is to invest in the equity securities of the Issuer and Holdco as well as other business enterprises of Frank J. Fertitta III and Lorenzo J. Fertitta. The F&J Trust and the L&T Trust are the members of FBM and their principal business is to invest in the equity securities of the Issuer and Holdco as well as other business enterprises of Frank J. Fertitta III and Lorenzo J. Fertitta. Fertitta Holdco is the manager of FI Station and Fertitta Investment and its principal business is to manage FI Station and Fertitta Investment and other business enterprises of Frank J. Fertitta III and Lorenzo J. Fertitta.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is amended by adding the following paragraph:

Between August 14, 2019 and August 16, 2019, the F&J Fertitta Family Trust, the L&T Fertitta Family Trust, the FJF Irrevocable Trust and the LJF Irrevocable Trust purchased an aggregate of 728,700 shares of Class A Common Stock for aggregate consideration of $13,563,225 (inclusive of broker fees). The source of funds for the purchases was separate loans to each of the F&J Fertitta Family Trust, the L&T Fertitta Family Trust, the FJF Irrevocable Trust and the LJF Irrevocable Trust (each, a “Trust Direct Stockholder”) from a limited partnership in which each of the Trust Direct Stockholders is a limited partner. See Item 6 below.

Item 5. Interest in Securities of the Issuer

Item 5(a) and (b) are amended and restated to read as follows:

(a) and (b) The following table sets forth the aggregate number and percentage of the Class A Common Stock beneficially owned by each Reporting Person (based on 70,328,141 shares of Class A Common Stock outstanding as of July 31, 2019). The aggregate number and percentage of the Class A Common Stock beneficially owned by each Reporting Person is calculated in accordance with Rule 13d-3.

 

17

SCHEDULE 13D

 

CUSIP No. 75700L108		Page 18 of 21 Pages

 

Reporting Person		Number of Shares Beneficially Owned				Percentage of Class A Common Stock Outstanding(1)
FBM			28,208,745				28.63	%
FI Station			22,656,184				24.38	%
FBM Sub 1			6,000,000				7.86	%
F&J Fertitta Family Trust			899,480				1.28	%
L&T Fertitta Family Trust			899,480				1.28	%
FJF Irrevocable Trust			224,870				0.32	%
LJF Irrevocable Trust			224,870				0.32	%
Fertitta Holdco			22,656,184				24.38	%
Fertitta Investment			20,906,616				22.92	%
KVF			8,609,629				10.91	%
LNA			8,609,629				10.91	%
F&J Trust			14,104,372				16.71	%
L&T Trust			14,104,372				16.71	%
Frank J. Fertitta III			46,552,353				40.23	%
Lorenzo J. Fertitta			46,552,353				40.23	%
Total for Group			47,676,703				41.20	%

 

(1)	Based on the number of shares of Class A Common Stock (70,328,141) issued and outstanding as of July 31, 2019, and assuming all outstanding LLC Units beneficially owned by the Reporting Person were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis.

Item 5(c) is amended and restated to read as follows:

(c) The following table sets forth all transactions in the Class A Common Stock effected by the Reporting Persons in the past sixty days. All such transactions were effected in the open market through a broker, and the prices exclude commissions.

 

Reporting Person		Trade Date		Shares Purchased				Weighted Average Price per Share ($)				Low Price per Share ($)				High Price per Share ($)
F&J Fertitta Family Trust		August 8, 2019			144,238				18.148				17.600				18.595
F&J Fertitta Family Trust		August 8, 2019			135,762				18.696				18.600				18.870
F&J Fertitta Family Trust		August 9, 2019			328,000				18.969				18.525				19.200
F&J Fertitta Family Trust		August 14, 2019			146,000				18.839				18.440				19.050
F&J Fertitta Family Trust		August 15, 2019			40,800				17.988				17.920				18.020
F&J Fertitta Family Trust		August 16, 2019			104,680				18.499				17.995				18.965
L&T Fertitta Family Trust		August 8, 2019			144,238				18.148				17.600				18.595
L&T Fertitta Family Trust		August 8, 2019			135,762				18.696				18.600				18.870
L&T Fertitta Family Trust		August 9, 2019			328,000				18.969				18.525				19.200
L&T Fertitta Family Trust		August 14, 2019			146,000				18.839				18.440				19.050
L&T Fertitta Family Trust		August 15, 2019			40,800				17.988				17.920				18.020
L&T Fertitta Family Trust		August 16, 2019			104,680				18.499				17.995				18.965

 

18

SCHEDULE 13D

 

CUSIP No. 75700L108		Page 19 of 21 Pages

 

FJF Irrevocable Trust			August 8, 2019				36,060				18.148				17.600				18.595
FJF Irrevocable Trust			August 8, 2019				33,940				18.696				18.600				18.870
FJF Irrevocable Trust			August 9, 2019				82,000				18.969				18.525				19.200
FJF Irrevocable Trust			August 14, 2019				36,500				18.839				18.440				19.050
FJF Irrevocable Trust			August 15, 2019				10,200				17.988				17.920				18.020
FJF Irrevocable Trust			August 16, 2019				26,170				18.499				17.995				18.965
LJF Irrevocable Trust			August 8, 2019				36,060				18.148				17.600				18.595
LJF Irrevocable Trust			August 8, 2019				33,940				18.696				18.600				18.870
LJF Irrevocable Trust			August 9, 2019				82,000				18.969				18.525				19.200
LJF Irrevocable Trust			August 14, 2019				36,500				18.839				18.440				19.050
LJF Irrevocable Trust			August 15, 2019				10,200				17.988				17.920				18.020
LJF Irrevocable Trust			August 16, 2019				26,170				18.499				17.995				18.965

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 is amended by adding the following:

During the period of August 15, 2019 through August 19, 2019, each of the Trust Direct Stockholders issued separate Secured Demand Promissory Notes (each, a “Promissory Note” and collectively the “Promissory Notes”) to Victoria Partners, Limited Partnership (the “Lender”), a limited partnership in which each of the Trust Direct Stockholders is a limited partner, evidencing the loans made by the Lender to such Trust Direct Stockholder to provide the funds for such Trust Direct Stockholder to make the purchases of Class A Common Stock on August 14, 2019, August 15, 2019 and August 16, 2019, in each case, described in Item 5(c). The aggregate principal amount of the Promissory Notes is $13,558,000. Other than the principal amounts, the terms of each Promissory Note are the same. Each Promissory Notes provides for interest to accrue at an annual rate equal to the Federal Reserve discount rate in effect from day to day plus 0.35%. Interest is payable under each Promissory Note monthly in arrears. Principal and accrued but unpaid interest is payable upon demand by the Lender. Under the terms of each Promissory Note, the applicable Trust Direct Stockholder has pledged to the Lender such Trust Direct Stockholder’s limited partnership interests in the Lender as security for such Trust Direct Stockholder’s obligations under such Promissory Note.

The foregoing summary of the Promissory Notes does not purport to be complete, and is qualified in its entirety by reference to the Promissory Notes filed herewith as Exhibits 17 through 26 and incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

 

Exhibit		Description
Exhibit 1		Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 22 to Amendment No. 2 to the Schedule 13D filed by certain of the Reporting Persons on August 12, 2019).

 

19

SCHEDULE 13D

 

CUSIP No. 75700L108		Page 20 of 21 Pages

 

Exhibit 2		Power of Attorney for Frank J. Fertitta III (incorporated by reference to Exhibit 1 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016).
Exhibit 3		Power of Attorney for Fertitta Business Management LLC (incorporated by reference to Exhibit 2 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016).
Exhibit 4		Power of Attorney for FI Station Investor LLC (incorporated by reference to Exhibit 3 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016).
Exhibit 5		Power of Attorney for Fertitta Investment LLC (incorporated by reference to Exhibit 4 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016).
Exhibit 6		Power of Attorney for KVF Investments, LLC (incorporated by reference to Exhibit 5 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016).
Exhibit 7		Power of Attorney for LNA Investments, LLC (incorporated by reference to Exhibit 7 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016).
Exhibit 8		Power of Attorney for F & J Fertitta Family Business Trust (incorporated by reference to Exhibit 8 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016).
Exhibit 9		Power of Attorney for L & T Fertitta Family Business Trust (incorporated by reference to Exhibit 9 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016).
Exhibit 10		Power of Attorney for Lorenzo J. Fertitta (incorporated by reference to Exhibit 10 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016).
Exhibit 11		Power of Attorney for Fertitta Holdco LLC (incorporated by reference to Exhibit 11 to Amendment No. 1 to the Schedule 13D filed by certain of the Reporting Persons on May 20, 2016).
Exhibit 12		Power of Attorney for The Frank J. Fertitta, III and Jill Ann Fertitta Family Trust (incorporated by reference to Exhibit 11 to Amendment No. 2 to the Schedule 13D filed by certain of the Reporting Persons on August 12, 2019).
Exhibit 13		Power of Attorney for The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust (incorporated by reference to Exhibit 12 to Amendment No. 2 to the Schedule 13D filed by certain of the Reporting Persons on August 12, 2019).
Exhibit 14		Power of Attorney for Frank J. Fertitta, III 2006 Irrevocable Trust (incorporated by reference to Exhibit 13 to Amendment No. 2 to the Schedule 13D filed by certain of the Reporting Persons on August 12, 2019).
Exhibit 15		Power of Attorney for Lorenzo J. Fertitta 2006 Irrevocable Trust (incorporated by reference to Exhibit 14 to Amendment No. 2 to the Schedule 13D filed by certain of the Reporting Persons on August 12, 2019).
Exhibit 16		Power of Attorney for FBM Sub 1 LLC (incorporated by reference to Exhibit 15 to Amendment No. 2 to the Schedule 13D filed by certain of the Reporting Persons on August 12, 2019).
Exhibit 17		Secured Demand Promissory Note, dated August 16, 2019, issued by The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust to Victoria Partners, Limited Partnership.

 

20

SCHEDULE 13D

 

CUSIP No. 75700L108		Page 21 of 21 Pages

 

Exhibit 18		Secured Demand Promissory Note, dated August 19, 2019, issued by The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust to Victoria Partners, Limited Partnership.
Exhibit 19		Secured Demand Promissory Note, dated August 15, 2019, issued by Frank J. Fertitta, III 2006 Irrevocable Trust to Victoria Partners, Limited Partnership.
Exhibit 20		Secured Demand Promissory Note, dated August 16, 2019, issued by Frank J. Fertitta, III 2006 Irrevocable Trust to Victoria Partners, Limited Partnership.
Exhibit 21		Secured Demand Promissory Note, dated August 19, 2019, issued by Frank J. Fertitta, III 2006 Irrevocable Trust to Victoria Partners, Limited Partnership.
Exhibit 22		Secured Demand Promissory Note, dated August 16, 2019, issued by The Frank J. Fertitta, III and Jill Ann Fertitta Family Trust to Victoria Partners, Limited Partnership.
Exhibit 23		Secured Demand Promissory Note, dated August 19, 2019, issued by The Frank J. Fertitta, III and Jill Ann Fertitta Family Trust to Victoria Partners, Limited Partnership.
Exhibit 24		Secured Demand Promissory Note, dated August 15, 2019, issued by Lorenzo J. Fertitta 2006 Irrevocable Trust to Victoria Partners, Limited Partnership.
Exhibit 25		Secured Demand Promissory Note, dated August 16, 2019, issued by Lorenzo J. Fertitta 2006 Irrevocable Trust to Victoria Partners, Limited Partnership.
Exhibit 26		Secured Demand Promissory Note, dated August 19, 2019, issued by Lorenzo J. Fertitta 2006 Irrevocable Trust to Victoria Partners, Limited Partnership.

 

21

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated: August 19, 2019

 

Exhibit 17

Secured Demand Promissory Note

 

$3,488,000.00		Las Vegas, Nevada		August 16, 2019

FOR VALUE RECEIVED, The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust (“Borrower”) promises to pay to Victoria Partners, Limited Partnership, a Nevada limited partnership (“Partnership Lender”), or order, at such place as Partnership Lender may from time to time in writing designate, the total principal sum of Three Million Four Hundred Eighty-Eight Thousand and 00/100 Dollars (3,488,000.00) (the “Loan”) plus interest thereon to accrue at the fluctuating rate per annum of the Federal Reserve discount rate in effect from day to day plus Thirty Five Hundredths of One Percent (0.35%), beginning as of the date set forth above.

Payment of principal and interest under this Secured Demand Promissory Note (this “Note”) shall be made in immediately available United States Dollars. Interest on this Note shall accrue at the rate of interest set forth above, including Default interest accruing hereunder, and shall continue to accrue at that same rate (except as otherwise provided herein) until Borrower’s obligations under this Note have been satisfied in full.

Borrower shall make payments of interest monthly in arrears on the last business day of each month. All principal and accrued but unpaid interest is payable upon demand of Partnership Lender. If not demanded sooner by Partnership Lender, the entire remaining principal amount outstanding under this Note and all accrued and unpaid interest thereon shall be due and payable in full on the fourth anniversary of the date first above written.

Borrower shall have the right to prepay all or any portion of its obligation under this Note. All payments on this Note shall be applied first to accrued interest and then to principal. Until further notice in writing by Partnership Lender, all payments and notices to Partnership Lender hereunder shall be made to Victoria Partners, Limited Partnership, c/o John A. Hertig, 10801 W. Charleston Blvd., Suite 600, Las Vegas, NV 89135.

As security for Borrower’s obligations under this Note, Borrower hereby pledges to Partnership Lender a lien on and security interest in Borrower’s limited partnership interests in Partnership Lender. Borrower agrees not to allow the lien and security interest granted hereunder to become subordinate to any parties without Partnership Lender’s prior written consent, until such time that Borrower’s obligations to Partnership Lender under this Note have been satisfied in full.

Borrower and each surety, guarantor and endorser of this Note, jointly and severally and to the extent permitted by law, waive demand, presentment for payment, notice of dishonor, protest and notice of protest; waive any and all lack of diligence or delays in the collection or enforcement hereof; and consent that the time of payment may be extended or this Note renewed without notice and without releasing the undersigned or any such surety, guarantor or endorser.

Borrower’s failure to make any payment as herein provided when such payment is due and payable, or to perform or observe any of the terms, conditions or obligations hereunder, shall constitute an event of default under this Note (each, a “Default”). In the event of a Default, the entire unpaid principal balance, together with accrued interest, shall immediately become due and payable and Partnership Lender may proceed at once to exercise any or all remedies available to Partnership Lender under this Note, at law or in equity. After any Default, and so long as such

 

1

Default remains uncured, at the option of Partnership Lender, the unpaid principal sum hereof shall bear interest at the rate of interest then applicable to the Loan hereunder plus three percent (3.00%) per annum, compounded monthly until paid. At such time as a judgment is obtained for any amounts owing under this Note, interest shall continue to accrue on the amount of the judgment at the rate of interest then applicable to the Loan hereunder plus three percent (3.00%) per annum. Borrower acknowledges that the foregoing, and other provisions of this Note, may result in compounding of interest and Borrower agrees thereto pursuant to the provisions of Nevada Revised Statutes 99.050.

All rights and remedies herein given to Partnership Lender are cumulative and not alternative, are in addition to all of the same which are available to Partnership Lender under all statutes at law or in equity, and may be exercised in any order or simultaneously, at Partnership Lender’s sole election. Any forbearance or delay by Partnership Lender in exercising the same shall not be deemed to be a waiver thereof or of the right to exercise the same in the event of any subsequent Default or in the event of continuance of any existing Default, and the exercise of any right or partial exercise thereof shall not preclude the further exercise thereof, and the same shall continue in full force and effect until specifically waived by an instrument in writing executed by Partnership Lender.

Borrower also agrees to pay all costs of collection if suit is brought. Costs of collection include, without limitation, reasonable attorneys’ fees if this Note is placed in the hands of attorneys for collection (whether or not suit is brought to collect the amount past due), together with all court costs, investigative costs and other expenses incurred in the prosecution of any suit.

Borrower hereby waives and releases all errors, defects and imperfections in any proceedings instituted by Partnership Lender under the terms of this Note, as well as all benefit that might accrue to Borrower by virtue of any present or future laws providing for any stay of execution to be issued on any judgment recovered on this Note, and Borrower agrees that any real or personal property that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued thereon, may be sold upon any such writ, in whole or in part, in any order desired by Partnership Lender.

This Note may only be amended, supplemented, modified or terminated by an instrument in writing executed by Partnership Lender and Borrower. No waiver of any term, covenant or provision of this Note shall be effective unless given in writing by the party waiving same, and, if so given by the party waiving same, shall only be effective in the specific instance in which given.

Borrower acknowledges that this Note and Borrower’s obligations under this Note are and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable. This Note sets forth the entire agreement and understanding of Partnership Lender and Borrower. Borrower acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Note or with respect to the obligations of Borrower under this Note, except those specifically set forth in this Note. Borrower additionally agrees that this Note shall be subject to any and all applicable provisions of the Partnership Lender’s limited partnership agreement.

 

2

This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without reference to such State’s principles of conflicts of laws.

Borrower agrees to submit to personal jurisdiction in Clark County, Nevada, in any action or proceeding arising out of this Note and, in furtherance of such agreement, Borrower hereby agrees and consents that, without limiting other methods of obtaining jurisdiction, personal jurisdiction over Borrower in any such action or proceeding may be obtained within or without the jurisdiction of any court located in Nevada and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon Borrower by registered or certified mail to or by personal service at the last known address of Borrower, whether such address be within or without the jurisdiction of any such court.

TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS NOTE, OR IN ANY WAY CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE DEALINGS OF BORROWER AND PARTNERSHIP LENDER WITH RESPECT TO THIS NOTE, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BORROWER HEREBY AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY.

Every term and provision of this Note is intended to be severable. If any term or provision hereof is declared by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, such illegality, invalidity or unenforceability shall be treated as though the term or provision never existed and shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain in full force and effect.

Upon receipt by Borrower of written notice from Partnership Lender of the disappearance, loss, theft, destruction or mutilation of this Note, Borrower shall execute and deliver to Partnership Lender in lieu thereof, a replacement note in identical form to this Note and dated as of the date of this Note; provided that Partnership Lender shall indemnify Borrower from and against any loss, cost, damage, liability, expense or claim which Borrower may incur (including, without limitation, attorneys’ fees and costs) as a result thereof.

* * * Signatures Appear On Following Page * * *

 

3

IN WITNESS WHEREOF, the undersigned parties have caused this Secured Demand Promissory Note to be executed, delivered and effective as of the date first above written.

BORROWER:

THE LORENZO J. FERTITTA AND TERESA JO FERTITTA FAMILY TRUST

 

By:
Name:		Lorenzo J. Fertitta
Its:		Trustee

PARTNERSHIP LENDER:

VICTORIA PARTNERS, LIMITED PARTNERSHIP

 

By:		Fertitta Enterprises, Inc.
Its:		General Partner

 

		By:
		Name:		John A. Hertig
		Its:		Treasurer

[Signature Page to Secured Demand Promissory Note – LP to VPLP]

Exhibit 18

Secured Demand Promissory Note

 

$1,938,000.00		Las Vegas, Nevada		August 19, 2019

FOR VALUE RECEIVED, The Lorenzo J. Fertitta and Teresa Jo Fertitta Family Trust (“Borrower”) promises to pay to Victoria Partners, Limited Partnership, a Nevada limited partnership (“Partnership Lender”), or order, at such place as Partnership Lender may from time to time in writing designate, the total principal sum of One Million Nine Hundred Thirty-Eight Thousand and 00/100 Dollars ($1,938,000.00) (the “Loan”) plus interest thereon to accrue at the fluctuating rate per annum of the Federal Reserve discount rate in effect from day to day plus Thirty Five Hundredths of One Percent (0.35%), beginning as of the date set forth above.

Payment of principal and interest under this Secured Demand Promissory Note (this “Note”) shall be made in immediately available United States Dollars. Interest on this Note shall accrue at the rate of interest set forth above, including Default interest accruing hereunder, and shall continue to accrue at that same rate (except as otherwise provided herein) until Borrower’s obligations under this Note have been satisfied in full.

Borrower shall make payments of interest monthly in arrears on the last business day of each month. All principal and accrued but unpaid interest is payable upon demand of Partnership Lender. If not demanded sooner by Partnership Lender, the entire remaining principal amount outstanding under this Note and all accrued and unpaid interest thereon shall be due and payable in full on the fourth anniversary of the date first above written.

Borrower shall have the right to prepay all or any portion of its obligation under this Note. All payments on this Note shall be applied first to accrued interest and then to principal. Until further notice in writing by Partnership Lender, all payments and notices to Partnership Lender hereunder shall be made to Victoria Partners, Limited Partnership, c/o John A. Hertig, 10801 W. Charleston Blvd., Suite 600, Las Vegas, NV 89135.

As security for Borrower’s obligations under this Note, Borrower hereby pledges to Partnership Lender a lien on and security interest in Borrower’s limited partnership interests in Partnership Lender. Borrower agrees not to allow the lien and security interest granted hereunder to become subordinate to any parties without Partnership Lender’s prior written consent, until such time that Borrower’s obligations to Partnership Lender under this Note have been satisfied in full.

Borrower and each surety, guarantor and endorser of this Note, jointly and severally and to the extent permitted by law, waive demand, presentment for payment, notice of dishonor, protest and notice of protest; waive any and all lack of diligence or delays in the collection or enforcement hereof; and consent that the time of payment may be extended or this Note renewed without notice and without releasing the undersigned or any such surety, guarantor or endorser.

Borrower’s failure to make any payment as herein provided when such payment is due and payable, or to perform or observe any of the terms, conditions or obligations hereunder, shall constitute an event of default under this Note (each, a “Default”). In the event of a Default, the entire unpaid principal balance, together with accrued interest, shall immediately become due and payable and Partnership Lender may proceed at once to exercise any or all remedies available to Partnership Lender under this Note, at law or in equity. After any Default, and so long as such

 

1

Default remains uncured, at the option of Partnership Lender, the unpaid principal sum hereof shall bear interest at the rate of interest then applicable to the Loan hereunder plus three percent (3.00%) per annum, compounded monthly until paid. At such time as a judgment is obtained for any amounts owing under this Note, interest shall continue to accrue on the amount of the judgment at the rate of interest then applicable to the Loan hereunder plus three percent (3.00%) per annum. Borrower acknowledges that the foregoing, and other provisions of this Note, may result in compounding of interest and Borrower agrees thereto pursuant to the provisions of Nevada Revised Statutes 99.050.

All rights and remedies herein given to Partnership Lender are cumulative and not alternative, are in addition to all of the same which are available to Partnership Lender under all statutes at law or in equity, and may be exercised in any order or simultaneously, at Partnership Lender’s sole election. Any forbearance or delay by Partnership Lender in exercising the same shall not be deemed to be a waiver thereof or of the right to exercise the same in the event of any subsequent Default or in the event of continuance of any existing Default, and the exercise of any right or partial exercise thereof shall not preclude the further exercise thereof, and the same shall continue in full force and effect until specifically waived by an instrument in writing executed by Partnership Lender.

Borrower also agrees to pay all costs of collection if suit is brought. Costs of collection include, without limitation, reasonable attorneys’ fees if this Note is placed in the hands of attorneys for collection (whether or not suit is brought to collect the amount past due), together with all court costs, investigative costs and other expenses incurred in the prosecution of any suit.

Borrower hereby waives and releases all errors, defects and imperfections in any proceedings instituted by Partnership Lender under the terms of this Note, as well as all benefit that might accrue to Borrower by virtue of any present or future laws providing for any stay of execution to be issued on any judgment recovered on this Note, and Borrower agrees that any real or personal property that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued thereon, may be sold upon any such writ, in whole or in part, in any order desired by Partnership Lender.

This Note may only be amended, supplemented, modified or terminated by an instrument in writing executed by Partnership Lender and Borrower. No waiver of any term, covenant or provision of this Note shall be effective unless given in writing by the party waiving same, and, if so given by the party waiving same, shall only be effective in the specific instance in which given.

Borrower acknowledges that this Note and Borrower’s obligations under this Note are and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable. This Note sets forth the entire agreement and understanding of Partnership Lender and Borrower. Borrower acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Note or with respect to the obligations of Borrower under this Note, except those specifically set forth in this Note. Borrower additionally agrees that this Note shall be subject to any and all applicable provisions of the Partnership Lender’s limited partnership agreement.

 

2

This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without reference to such State’s principles of conflicts of laws.

Borrower agrees to submit to personal jurisdiction in Clark County, Nevada, in any action or proceeding arising out of this Note and, in furtherance of such agreement, Borrower hereby agrees and consents that, without limiting other methods of obtaining jurisdiction, personal jurisdiction over Borrower in any such action or proceeding may be obtained within or without the jurisdiction of any court located in Nevada and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon Borrower by registered or certified mail to or by personal service at the last known address of Borrower, whether such address be within or without the jurisdiction of any such court.

TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS NOTE, OR IN ANY WAY CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE DEALINGS OF BORROWER AND PARTNERSHIP LENDER WITH RESPECT TO THIS NOTE, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BORROWER HEREBY AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY.

Every term and provision of this Note is intended to be severable. If any term or provision hereof is declared by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, such illegality, invalidity or unenforceability shall be treated as though the term or provision never existed and shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain in full force and effect.

Upon receipt by Borrower of written notice from Partnership Lender of the disappearance, loss, theft, destruction or mutilation of this Note, Borrower shall execute and deliver to Partnership Lender in lieu thereof, a replacement note in identical form to this Note and dated as of the date of this Note; provided that Partnership Lender shall indemnify Borrower from and against any loss, cost, damage, liability, expense or claim which Borrower may incur (including, without limitation, attorneys’ fees and costs) as a result thereof.

* * * Signatures Appear On Following Page * * *

 

3

IN WITNESS WHEREOF, the undersigned parties have caused this Secured Demand Promissory Note to be executed, delivered and effective as of the date first above written.

BORROWER:

THE LORENZO J. FERTITTA AND TERESA JO FERTITTA FAMILY TRUST

 

By:
Name:		Lorenzo J. Fertitta
Its:		Trustee

PARTNERSHIP LENDER:

VICTORIA PARTNERS, LIMITED PARTNERSHIP

 

By:		Fertitta Enterprises, Inc.
Its:		General Partner

 

		By:
		Name:		John A. Hertig
		Its:		Treasurer

[Signature Page to Secured Demand Promissory Note – LP to VPLP]

Exhibit 19

Secured Demand Promissory Note

 

$685,000.00		Las Vegas, Nevada		August 15, 2019

FOR VALUE RECEIVED, Frank J. Fertitta, III 2006 Irrevocable Trust (“Borrower”) promises to pay to Victoria Partners, Limited Partnership, a Nevada limited partnership (“Partnership Lender”), or order, at such place as Partnership Lender may from time to time in writing designate, the total principal sum of Six Hundred Eighty-Five Thousand and 00/100 Dollars ($685,000.00) (the “Loan”) plus interest thereon to accrue at the fluctuating rate per annum of the Federal Reserve discount rate in effect from day to day plus Thirty Five Hundredths of One Percent (0.35%), beginning as of the date set forth above.

Payment of principal and interest under this Secured Demand Promissory Note (this “Note”) shall be made in immediately available United States Dollars. Interest on this Note shall accrue at the rate of interest set forth above, including Default interest accruing hereunder, and shall continue to accrue at that same rate (except as otherwise provided herein) until Borrower’s obligations under this Note have been satisfied in full.

Borrower shall make payments of interest monthly in arrears on the last business day of each month. All principal and accrued but unpaid interest is payable upon demand of Partnership Lender. If not demanded sooner by Partnership Lender, the entire remaining principal amount outstanding under this Note and all accrued and unpaid interest thereon shall be due and payable in full on the fourth anniversary of the date first above written.

Borrower shall have the right to prepay all or any portion of its obligation under this Note. All payments on this Note shall be applied first to accrued interest and then to principal. Until further notice in writing by Partnership Lender, all payments and notices to Partnership Lender hereunder shall be made to Victoria Partners, Limited Partnership, c/o John A. Hertig, 10801 W. Charleston Blvd., Suite 600, Las Vegas, NV 89135.

As security for Borrower’s obligations under this Note, Borrower hereby pledges to Partnership Lender a lien on and security interest in Borrower’s limited partnership interests in Partnership Lender. Borrower agrees not to allow the lien and security interest granted hereunder to become subordinate to any parties without Partnership Lender’s prior written consent, until such time that Borrower’s obligations to Partnership Lender under this Note have been satisfied in full.

Borrower and each surety, guarantor and endorser of this Note, jointly and severally and to the extent permitted by law, waive demand, presentment for payment, notice of dishonor, protest and notice of protest; waive any and all lack of diligence or delays in the collection or enforcement hereof; and consent that the time of payment may be extended or this Note renewed without notice and without releasing the undersigned or any such surety, guarantor or endorser.

Borrower’s failure to make any payment as herein provided when such payment is due and payable, or to perform or observe any of the terms, conditions or obligations hereunder, shall constitute an event of default under this Note (each, a “Default”). In the event of a Default, the entire unpaid principal balance, together with accrued interest, shall immediately become due and payable and Partnership Lender may proceed at once to exercise any or all remedies available to Partnership Lender under this Note, at law or in equity. After any Default, and so long as such

 

1

Default remains uncured, at the option of Partnership Lender, the unpaid principal sum hereof shall bear interest at the rate of interest then applicable to the Loan hereunder plus three percent (3.00%) per annum, compounded monthly until paid. At such time as a judgment is obtained for any amounts owing under this Note, interest shall continue to accrue on the amount of the judgment at the rate of interest then applicable to the Loan hereunder plus three percent (3.00%) per annum. Borrower acknowledges that the foregoing, and other provisions of this Note, may result in compounding of interest and Borrower agrees thereto pursuant to the provisions of Nevada Revised Statutes 99.050.

All rights and remedies herein given to Partnership Lender are cumulative and not alternative, are in addition to all of the same which are available to Partnership Lender under all statutes at law or in equity, and may be exercised in any order or simultaneously, at Partnership Lender’s sole election. Any forbearance or delay by Partnership Lender in exercising the same shall not be deemed to be a waiver thereof or of the right to exercise the same in the event of any subsequent Default or in the event of continuance of any existing Default, and the exercise of any right or partial exercise thereof shall not preclude the further exercise thereof, and the same shall continue in full force and effect until specifically waived by an instrument in writing executed by Partnership Lender.

Borrower also agrees to pay all costs of collection if suit is brought. Costs of collection include, without limitation, reasonable attorneys’ fees if this Note is placed in the hands of attorneys for collection (whether or not suit is brought to collect the amount past due), together with all court costs, investigative costs and other expenses incurred in the prosecution of any suit.

Borrower hereby waives and releases all errors, defects and imperfections in any proceedings instituted by Partnership Lender under the terms of this Note, as well as all benefit that might accrue to Borrower by virtue of any present or future laws providing for any stay of execution to be issued on any judgment recovered on this Note, and Borrower agrees that any real or personal property that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued thereon, may be sold upon any such writ, in whole or in part, in any order desired by Partnership Lender.

This Note may only be amended, supplemented, modified or terminated by an instrument in writing executed by Partnership Lender and Borrower. No waiver of any term, covenant or provision of this Note shall be effective unless given in writing by the party waiving same, and, if so given by the party waiving same, shall only be effective in the specific instance in which given.

Borrower acknowledges that this Note and Borrower’s obligations under this Note are and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable. This Note sets forth the entire agreement and understanding of Partnership Lender and Borrower. Borrower acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Note or with respect to the obligations of Borrower under this Note, except those specifically set forth in this Note. Borrower additionally agrees that this Note shall be subject to any and all applicable provisions of the Partnership Lender’s limited partnership agreement.

 

2

This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without reference to such State’s principles of conflicts of laws.

Borrower agrees to submit to personal jurisdiction in Clark County, Nevada, in any action or proceeding arising out of this Note and, in furtherance of such agreement, Borrower hereby agrees and consents that, without limiting other methods of obtaining jurisdiction, personal jurisdiction over Borrower in any such action or proceeding may be obtained within or without the jurisdiction of any court located in Nevada and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon Borrower by registered or certified mail to or by personal service at the last known address of Borrower, whether such address be within or without the jurisdiction of any such court.

TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS NOTE, OR IN ANY WAY CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE DEALINGS OF BORROWER AND PARTNERSHIP LENDER WITH RESPECT TO THIS NOTE, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BORROWER HEREBY AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY.

Every term and provision of this Note is intended to be severable. If any term or provision hereof is declared by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, such illegality, invalidity or unenforceability shall be treated as though the term or provision never existed and shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain in full force and effect.

Upon receipt by Borrower of written notice from Partnership Lender of the disappearance, loss, theft, destruction or mutilation of this Note, Borrower shall execute and deliver to Partnership Lender in lieu thereof, a replacement note in identical form to this Note and dated as of the date of this Note; provided that Partnership Lender shall indemnify Borrower from and against any loss, cost, damage, liability, expense or claim which Borrower may incur (including, without limitation, attorneys’ fees and costs) as a result thereof.

* * * Signatures Appear On Following Page * * *

 

3

IN WITNESS WHEREOF, the undersigned parties have caused this Secured Demand Promissory Note to be executed, delivered and effective as of the date first above written.

BORROWER:

FRANK J. FERTITTA, III 2006 IRREVOCABLE TRUST

 

By:
Name:		Lorenzo J. Fertitta
Its:		Trustee

PARTNERSHIP LENDER:

VICTORIA PARTNERS, LIMITED PARTNERSHIP

 

By:		Fertitta Enterprises, Inc.
Its:		General Partner

 

		By:
		Name:		John A. Hertig
		Its:		Treasurer

[Signature Page to Secured Demand Promissory Note – LP to VPLP]

Exhibit 20

Secured Demand Promissory Note

 

$184,000.00		Las Vegas, Nevada		August 16, 2019

FOR VALUE RECEIVED, Frank J. Fertitta, III 2006 Irrevocable Trust (“Borrower”) promises to pay to Victoria Partners, Limited Partnership, a Nevada limited partnership (“Partnership Lender”), or order, at such place as Partnership Lender may from time to time in writing designate, the total principal sum of One Hundred Eighty-Four Thousand and 00/100 ($184,000.00) (the “Loan”) plus interest thereon to accrue at the fluctuating rate per annum of the Federal Reserve discount rate in effect from day to day plus Thirty Five Hundredths of One Percent (0.35%), beginning as of the date set forth above.

Payment of principal and interest under this Secured Demand Promissory Note (this “Note”) shall be made in immediately available United States Dollars. Interest on this Note shall accrue at the rate of interest set forth above, including Default interest accruing hereunder, and shall continue to accrue at that same rate (except as otherwise provided herein) until Borrower’s obligations under this Note have been satisfied in full.

Borrower shall make payments of interest monthly in arrears on the last business day of each month. All principal and accrued but unpaid interest is payable upon demand of Partnership Lender. If not demanded sooner by Partnership Lender, the entire remaining principal amount outstanding under this Note and all accrued and unpaid interest thereon shall be due and payable in full on the fourth anniversary of the date first above written.

Borrower shall have the right to prepay all or any portion of its obligation under this Note. All payments on this Note shall be applied first to accrued interest and then to principal. Until further notice in writing by Partnership Lender, all payments and notices to Partnership Lender hereunder shall be made to Victoria Partners, Limited Partnership, c/o John A. Hertig, 10801 W. Charleston Blvd., Suite 600, Las Vegas, NV 89135.

As security for Borrower’s obligations under this Note, Borrower hereby pledges to Partnership Lender a lien on and security interest in Borrower’s limited partnership interests in Partnership Lender. Borrower agrees not to allow the lien and security interest granted hereunder to become subordinate to any parties without Partnership Lender’s prior written consent, until such time that Borrower’s obligations to Partnership Lender under this Note have been satisfied in full.

Borrower and each surety, guarantor and endorser of this Note, jointly and severally and to the extent permitted by law, waive demand, presentment for payment, notice of dishonor, protest and notice of protest; waive any and all lack of diligence or delays in the collection or enforcement hereof; and consent that the time of payment may be extended or this Note renewed without notice and without releasing the undersigned or any such surety, guarantor or endorser.

Borrower’s failure to make any payment as herein provided when such payment is due and payable, or to perform or observe any of the terms, conditions or obligations hereunder, shall constitute an event of default under this Note (each, a “Default”). In the event of a Default, the entire unpaid principal balance, together with accrued interest, shall immediately become due and payable and Partnership Lender may proceed at once to exercise any or all remedies available to Partnership Lender under this Note, at law or in equity. After any Default, and so long as such

 

1

Default remains uncured, at the option of Partnership Lender, the unpaid principal sum hereof shall bear interest at the rate of interest then applicable to the Loan hereunder plus three percent (3.00%) per annum, compounded monthly until paid. At such time as a judgment is obtained for any amounts owing under this Note, interest shall continue to accrue on the amount of the judgment at the rate of interest then applicable to the Loan hereunder plus three percent (3.00%) per annum. Borrower acknowledges that the foregoing, and other provisions of this Note, may result in compounding of interest and Borrower agrees thereto pursuant to the provisions of Nevada Revised Statutes 99.050.

All rights and remedies herein given to Partnership Lender are cumulative and not alternative, are in addition to all of the same which are available to Partnership Lender under all statutes at law or in equity, and may be exercised in any order or simultaneously, at Partnership Lender’s sole election. Any forbearance or delay by Partnership Lender in exercising the same shall not be deemed to be a waiver thereof or of the right to exercise the same in the event of any subsequent Default or in the event of continuance of any existing Default, and the exercise of any right or partial exercise thereof shall not preclude the further exercise thereof, and the same shall continue in full force and effect until specifically waived by an instrument in writing executed by Partnership Lender.

Borrower also agrees to pay all costs of collection if suit is brought. Costs of collection include, without limitation, reasonable attorneys’ fees if this Note is placed in the hands of attorneys for collection (whether or not suit is brought to collect the amount past due), together with all court costs, investigative costs and other expenses incurred in the prosecution of any suit.

Borrower hereby waives and releases all errors, defects and imperfections in any proceedings instituted by Partnership Lender under the terms of this Note, as well as all benefit that might accrue to Borrower by virtue of any present or future laws providing for any stay of execution to be issued on any judgment recovered on this Note, and Borrower agrees that any real or personal property that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued thereon, may be sold upon any such writ, in whole or in part, in any order desired by Partnership Lender.

This Note may only be amended, supplemented, modified or terminated by an instrument in writing executed by Partnership Lender and Borrower. No waiver of any term, covenant or provision of this Note shall be effective unless given in writing by the party waiving same, and, if so given by the party waiving same, shall only be effective in the specific instance in which given.

Borrower acknowledges that this Note and Borrower’s obligations under this Note are and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable. This Note sets forth the entire agreement and understanding of Partnership Lender and Borrower. Borrower acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Note or with respect to the obligations of Borrower under this Note, except those specifically set forth in this Note. Borrower additionally agrees that this Note shall be subject to any and all applicable provisions of the Partnership Lender’s limited partnership agreement.

 

2

This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without reference to such State’s principles of conflicts of laws.

Borrower agrees to submit to personal jurisdiction in Clark County, Nevada, in any action or proceeding arising out of this Note and, in furtherance of such agreement, Borrower hereby agrees and consents that, without limiting other methods of obtaining jurisdiction, personal jurisdiction over Borrower in any such action or proceeding may be obtained within or without the jurisdiction of any court located in Nevada and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon Borrower by registered or certified mail to or by personal service at the last known address of Borrower, whether such address be within or without the jurisdiction of any such court.

TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS NOTE, OR IN ANY WAY CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE DEALINGS OF BORROWER AND PARTNERSHIP LENDER WITH RESPECT TO THIS NOTE, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BORROWER HEREBY AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY.

Every term and provision of this Note is intended to be severable. If any term or provision hereof is declared by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, such illegality, invalidity or unenforceability shall be treated as though the term or provision never existed and shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain in full force and effect.

Upon receipt by Borrower of written notice from Partnership Lender of the disappearance, loss, theft, destruction or mutilation of this Note, Borrower shall execute and deliver to Partnership Lender in lieu thereof, a replacement note in identical form to this Note and dated as of the date of this Note; provided that Partnership Lender shall indemnify Borrower from and against any loss, cost, damage, liability, expense or claim which Borrower may incur (including, without limitation, attorneys’ fees and costs) as a result thereof.

* * * Signatures Appear On Following Page * * *

 

3

IN WITNESS WHEREOF, the undersigned parties have caused this Secured Demand Promissory Note to be executed, delivered and effective as of the date first above written.

BORROWER:

FRANK J. FERTITTA, III 2006 IRREVOCABLE TRUST

 

By:
Name:		Lorenzo J. Fertitta
Its:		Trustee

PARTNERSHIP LENDER:

VICTORIA PARTNERS, LIMITED PARTNERSHIP

 

By:		Fertitta Enterprises, Inc.
Its:		General Partner

 

		By:
		Name:		John A. Hertig
		Its:		Treasurer

[Signature Page to Secured Demand Promissory Note – LP to VPLP]

Exhibit 21

Secured Demand Promissory Note

 

$484,000.00		Las Vegas, Nevada		August 19, 2019

FOR VALUE RECEIVED, Frank J. Fertitta, III 2006 Irrevocable Trust (“Borrower”) promises to pay to Victoria Partners, Limited Partnership, a Nevada limited partnership (“Partnership Lender”), or order, at such place as Partnership Lender may from time to time in writing designate, the total principal sum of Four Hundred Eighty-Four Thousand and 00/100 Dollars ($484,000.00) (the “Loan”) plus interest thereon to accrue at the fluctuating rate per annum of the Federal Reserve discount rate in effect from day to day plus Thirty Five Hundredths of One Percent (0.35%), beginning as of the date set forth above.

Payment of principal and interest under this Secured Demand Promissory Note (this “Note”) shall be made in immediately available United States Dollars. Interest on this Note shall accrue at the rate of interest set forth above, including Default interest accruing hereunder, and shall continue to accrue at that same rate (except as otherwise provided herein) until Borrower’s obligations under this Note have been satisfied in full.

Borrower shall make payments of interest monthly in arrears on the last business day of each month. All principal and accrued but unpaid interest is payable upon demand of Partnership Lender. If not demanded sooner by Partnership Lender, the entire remaining principal amount outstanding under this Note and all accrued and unpaid interest thereon shall be due and payable in full on the fourth anniversary of the date first above written.

Borrower shall have the right to prepay all or any portion of its obligation under this Note. All payments on this Note shall be applied first to accrued interest and then to principal. Until further notice in writing by Partnership Lender, all payments and notices to Partnership Lender hereunder shall be made to Victoria Partners, Limited Partnership, c/o John A. Hertig, 10801 W. Charleston Blvd., Suite 600, Las Vegas, NV 89135.

As security for Borrower’s obligations under this Note, Borrower hereby pledges to Partnership Lender a lien on and security interest in Borrower’s limited partnership interests in Partnership Lender. Borrower agrees not to allow the lien and security interest granted hereunder to become subordinate to any parties without Partnership Lender’s prior written consent, until such time that Borrower’s obligations to Partnership Lender under this Note have been satisfied in full.

Borrower and each surety, guarantor and endorser of this Note, jointly and severally and to the extent permitted by law, waive demand, presentment for payment, notice of dishonor, protest and notice of protest; waive any and all lack of diligence or delays in the collection or enforcement hereof; and consent that the time of payment may be extended or this Note renewed without notice and without releasing the undersigned or any such surety, guarantor or endorser.

Borrower’s failure to make any payment as herein provided when such payment is due and payable, or to perform or observe any of the terms, conditions or obligations hereunder, shall constitute an event of default under this Note (each, a “Default”). In the event of a Default, the entire unpaid principal balance, together with accrued interest, shall immediately become due and payable and Partnership Lender may proceed at once to exercise any or all remedies available to Partnership Lender under this Note, at law or in equity. After any Default, and so long as such

 

1

Default remains uncured, at the option of Partnership Lender, the unpaid principal sum hereof shall bear interest at the rate of interest then applicable to the Loan hereunder plus three percent (3.00%) per annum, compounded monthly until paid. At such time as a judgment is obtained for any amounts owing under this Note, interest shall continue to accrue on the amount of the judgment at the rate of interest then applicable to the Loan hereunder plus three percent (3.00%) per annum. Borrower acknowledges that the foregoing, and other provisions of this Note, may result in compounding of interest and Borrower agrees thereto pursuant to the provisions of Nevada Revised Statutes 99.050.

All rights and remedies herein given to Partnership Lender are cumulative and not alternative, are in addition to all of the same which are available to Partnership Lender under all statutes at law or in equity, and may be exercised in any order or simultaneously, at Partnership Lender’s sole election. Any forbearance or delay by Partnership Lender in exercising the same shall not be deemed to be a waiver thereof or of the right to exercise the same in the event of any subsequent Default or in the event of continuance of any existing Default, and the exercise of any right or partial exercise thereof shall not preclude the further exercise thereof, and the same shall continue in full force and effect until specifically waived by an instrument in writing executed by Partnership Lender.

Borrower also agrees to pay all costs of collection if suit is brought. Costs of collection include, without limitation, reasonable attorneys’ fees if this Note is placed in the hands of attorneys for collection (whether or not suit is brought to collect the amount past due), together with all court costs, investigative costs and other expenses incurred in the prosecution of any suit.

Borrower hereby waives and releases all errors, defects and imperfections in any proceedings instituted by Partnership Lender under the terms of this Note, as well as all benefit that might accrue to Borrower by virtue of any present or future laws providing for any stay of execution to be issued on any judgment recovered on this Note, and Borrower agrees that any real or personal property that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued thereon, may be sold upon any such writ, in whole or in part, in any order desired by Partnership Lender.

This Note may only be amended, supplemented, modified or terminated by an instrument in writing executed by Partnership Lender and Borrower. No waiver of any term, covenant or provision of this Note shall be effective unless given in writing by the party waiving same, and, if so given by the party waiving same, shall only be effective in the specific instance in which given.

Borrower acknowledges that this Note and Borrower’s obligations under this Note are and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable. This Note sets forth the entire agreement and understanding of Partnership Lender and Borrower. Borrower acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Note or with respect to the obligations of Borrower under this Note, except those specifically set forth in this Note. Borrower additionally agrees that this Note shall be subject to any and all applicable provisions of the Partnership Lender’s limited partnership agreement.

 

2

This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without reference to such State’s principles of conflicts of laws.

Borrower agrees to submit to personal jurisdiction in Clark County, Nevada, in any action or proceeding arising out of this Note and, in furtherance of such agreement, Borrower hereby agrees and consents that, without limiting other methods of obtaining jurisdiction, personal jurisdiction over Borrower in any such action or proceeding may be obtained within or without the jurisdiction of any court located in Nevada and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon Borrower by registered or certified mail to or by personal service at the last known address of Borrower, whether such address be within or without the jurisdiction of any such court.

TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS NOTE, OR IN ANY WAY CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE DEALINGS OF BORROWER AND PARTNERSHIP LENDER WITH RESPECT TO THIS NOTE, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BORROWER HEREBY AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY.

Every term and provision of this Note is intended to be severable. If any term or provision hereof is declared by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, such illegality, invalidity or unenforceability shall be treated as though the term or provision never existed and shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain in full force and effect.

Upon receipt by Borrower of written notice from Partnership Lender of the disappearance, loss, theft, destruction or mutilation of this Note, Borrower shall execute and deliver to Partnership Lender in lieu thereof, a replacement note in identical form to this Note and dated as of the date of this Note; provided that Partnership Lender shall indemnify Borrower from and against any loss, cost, damage, liability, expense or claim which Borrower may incur (including, without limitation, attorneys’ fees and costs) as a result thereof.

* * * Signatures Appear On Following Page * * *

 

3

IN WITNESS WHEREOF, the undersigned parties have caused this Secured Demand Promissory Note to be executed, delivered and effective as of the date first above written.

BORROWER:

FRANK J. FERTITTA, III 2006 IRREVOCABLE TRUST

 

By:
Name:		Lorenzo J. Fertitta
Its:		Trustee

PARTNERSHIP LENDER:

VICTORIA PARTNERS, LIMITED PARTNERSHIP

 

By:		Fertitta Enterprises, Inc.
Its:		General Partner

 

		By:
		Name:		John A. Hertig
		Its:		Treasurer

[Signature Page to Secured Demand Promissory Note – LP to VPLP]

Exhibit 22

Secured Demand Promissory Note

 

$3,488,000.00		Las Vegas, Nevada		August 16, 2019

FOR VALUE RECEIVED, The Frank J. Fertitta, III and Jill Ann Fertitta Family Trust (“Borrower”) promises to pay to Victoria Partners, Limited Partnership, a Nevada limited partnership (“Partnership Lender”), or order, at such place as Partnership Lender may from time to time in writing designate, the total principal sum of Three Million Four Hundred Eighty-Eight Thousand and 00/100 Dollars (3,488,000.00) (the “Loan”) plus interest thereon to accrue at the fluctuating rate per annum of the Federal Reserve discount rate in effect from day to day plus Thirty Five Hundredths of One Percent (0.35%), beginning as of the date set forth above.

Payment of principal and interest under this Secured Demand Promissory Note (this “Note”) shall be made in immediately available United States Dollars. Interest on this Note shall accrue at the rate of interest set forth above, including Default interest accruing hereunder, and shall continue to accrue at that same rate (except as otherwise provided herein) until Borrower’s obligations under this Note have been satisfied in full.

Borrower shall make payments of interest monthly in arrears on the last business day of each month. All principal and accrued but unpaid interest is payable upon demand of Partnership Lender. If not demanded sooner by Partnership Lender, the entire remaining principal amount outstanding under this Note and all accrued and unpaid interest thereon shall be due and payable in full on the fourth anniversary of the date first above written.

Borrower shall have the right to prepay all or any portion of its obligation under this Note. All payments on this Note shall be applied first to accrued interest and then to principal. Until further notice in writing by Partnership Lender, all payments and notices to Partnership Lender hereunder shall be made to Victoria Partners, Limited Partnership, c/o John A. Hertig, 10801 W. Charleston Blvd., Suite 600, Las Vegas, NV 89135.

As security for Borrower’s obligations under this Note, Borrower hereby pledges to Partnership Lender a lien on and security interest in Borrower’s limited partnership interests in Partnership Lender. Borrower agrees not to allow the lien and security interest granted hereunder to become subordinate to any parties without Partnership Lender’s prior written consent, until such time that Borrower’s obligations to Partnership Lender under this Note have been satisfied in full.

Borrower and each surety, guarantor and endorser of this Note, jointly and severally and to the extent permitted by law, waive demand, presentment for payment, notice of dishonor, protest and notice of protest; waive any and all lack of diligence or delays in the collection or enforcement hereof; and consent that the time of payment may be extended or this Note renewed without notice and without releasing the undersigned or any such surety, guarantor or endorser.

Borrower’s failure to make any payment as herein provided when such payment is due and payable, or to perform or observe any of the terms, conditions or obligations hereunder, shall constitute an event of default under this Note (each, a “Default”). In the event of a Default, the entire unpaid principal balance, together with accrued interest, shall immediately become due and payable and Partnership Lender may proceed at once to exercise any or all remedies available to Partnership Lender under this Note, at law or in equity. After any Default, and so long as such

 

1

Default remains uncured, at the option of Partnership Lender, the unpaid principal sum hereof shall bear interest at the rate of interest then applicable to the Loan hereunder plus three percent (3.00%) per annum, compounded monthly until paid. At such time as a judgment is obtained for any amounts owing under this Note, interest shall continue to accrue on the amount of the judgment at the rate of interest then applicable to the Loan hereunder plus three percent (3.00%) per annum. Borrower acknowledges that the foregoing, and other provisions of this Note, may result in compounding of interest and Borrower agrees thereto pursuant to the provisions of Nevada Revised Statutes 99.050.

All rights and remedies herein given to Partnership Lender are cumulative and not alternative, are in addition to all of the same which are available to Partnership Lender under all statutes at law or in equity, and may be exercised in any order or simultaneously, at Partnership Lender’s sole election. Any forbearance or delay by Partnership Lender in exercising the same shall not be deemed to be a waiver thereof or of the right to exercise the same in the event of any subsequent Default or in the event of continuance of any existing Default, and the exercise of any right or partial exercise thereof shall not preclude the further exercise thereof, and the same shall continue in full force and effect until specifically waived by an instrument in writing executed by Partnership Lender.

Borrower also agrees to pay all costs of collection if suit is brought. Costs of collection include, without limitation, reasonable attorneys’ fees if this Note is placed in the hands of attorneys for collection (whether or not suit is brought to collect the amount past due), together with all court costs, investigative costs and other expenses incurred in the prosecution of any suit.

Borrower hereby waives and releases all errors, defects and imperfections in any proceedings instituted by Partnership Lender under the terms of this Note, as well as all benefit that might accrue to Borrower by virtue of any present or future laws providing for any stay of execution to be issued on any judgment recovered on this Note, and Borrower agrees that any real or personal property that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued thereon, may be sold upon any such writ, in whole or in part, in any order desired by Partnership Lender.

This Note may only be amended, supplemented, modified or terminated by an instrument in writing executed by Partnership Lender and Borrower. No waiver of any term, covenant or provision of this Note shall be effective unless given in writing by the party waiving same, and, if so given by the party waiving same, shall only be effective in the specific instance in which given.

Borrower acknowledges that this Note and Borrower’s obligations under this Note are and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable. This Note sets forth the entire agreement and understanding of Partnership Lender and Borrower. Borrower acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Note or with respect to the obligations of Borrower under this Note, except those specifically set forth in this Note. Borrower additionally agrees that this Note shall be subject to any and all applicable provisions of the Partnership Lender’s limited partnership agreement.

 

2

This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without reference to such State’s principles of conflicts of laws.

Borrower agrees to submit to personal jurisdiction in Clark County, Nevada, in any action or proceeding arising out of this Note and, in furtherance of such agreement, Borrower hereby agrees and consents that, without limiting other methods of obtaining jurisdiction, personal jurisdiction over Borrower in any such action or proceeding may be obtained within or without the jurisdiction of any court located in Nevada and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon Borrower by registered or certified mail to or by personal service at the last known address of Borrower, whether such address be within or without the jurisdiction of any such court.

TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS NOTE, OR IN ANY WAY CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE DEALINGS OF BORROWER AND PARTNERSHIP LENDER WITH RESPECT TO THIS NOTE, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BORROWER HEREBY AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY.

Every term and provision of this Note is intended to be severable. If any term or provision hereof is declared by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, such illegality, invalidity or unenforceability shall be treated as though the term or provision never existed and shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain in full force and effect.

Upon receipt by Borrower of written notice from Partnership Lender of the disappearance, loss, theft, destruction or mutilation of this Note, Borrower shall execute and deliver to Partnership Lender in lieu thereof, a replacement note in identical form to this Note and dated as of the date of this Note; provided that Partnership Lender shall indemnify Borrower from and against any loss, cost, damage, liability, expense or claim which Borrower may incur (including, without limitation, attorneys’ fees and costs) as a result thereof.

* * * Signatures Appear On Following Page * * *

 

3

IN WITNESS WHEREOF, the undersigned parties have caused this Secured Demand Promissory Note to be executed, delivered and effective as of the date first above written.

BORROWER:

THE FRANK J. FERTITTA, III AND JILL ANN FERTITTA FAMILY TRUST

 

By:
Name:		Frank J. Fertitta, III
Its:		Trustee

PARTNERSHIP LENDER:

VICTORIA PARTNERS, LIMITED PARTNERSHIP

 

By:		Fertitta Enterprises, Inc.
Its:		General Partner

 

		By:
		Name:		John A. Hertig
		Its:		Treasurer

[Signature Page to Secured Demand Promissory Note – LP to VPLP]

Exhibit 23

Secured Demand Promissory Note

 

$1,938,000.00		Las Vegas, Nevada		August 19, 2019

FOR VALUE RECEIVED, The Frank J. Fertitta, III and Jill Ann Fertitta Family Trust (“Borrower”) promises to pay to Victoria Partners, Limited Partnership, a Nevada limited partnership (“Partnership Lender”), or order, at such place as Partnership Lender may from time to time in writing designate, the total principal sum of One Million Nine Hundred Thirty-Eight Thousand and 00/100 Dollars ($1,938,000.00) (the “Loan”) plus interest thereon to accrue at the fluctuating rate per annum of the Federal Reserve discount rate in effect from day to day plus Thirty Five Hundredths of One Percent (0.35%), beginning as of the date set forth above.

Payment of principal and interest under this Secured Demand Promissory Note (this “Note”) shall be made in immediately available United States Dollars. Interest on this Note shall accrue at the rate of interest set forth above, including Default interest accruing hereunder, and shall continue to accrue at that same rate (except as otherwise provided herein) until Borrower’s obligations under this Note have been satisfied in full.

Borrower shall make payments of interest monthly in arrears on the last business day of each month. All principal and accrued but unpaid interest is payable upon demand of Partnership Lender. If not demanded sooner by Partnership Lender, the entire remaining principal amount outstanding under this Note and all accrued and unpaid interest thereon shall be due and payable in full on the fourth anniversary of the date first above written.

Borrower shall have the right to prepay all or any portion of its obligation under this Note. All payments on this Note shall be applied first to accrued interest and then to principal. Until further notice in writing by Partnership Lender, all payments and notices to Partnership Lender hereunder shall be made to Victoria Partners, Limited Partnership, c/o John A. Hertig, 10801 W. Charleston Blvd., Suite 600, Las Vegas, NV 89135.

As security for Borrower’s obligations under this Note, Borrower hereby pledges to Partnership Lender a lien on and security interest in Borrower’s limited partnership interests in Partnership Lender. Borrower agrees not to allow the lien and security interest granted hereunder to become subordinate to any parties without Partnership Lender’s prior written consent, until such time that Borrower’s obligations to Partnership Lender under this Note have been satisfied in full.

Borrower and each surety, guarantor and endorser of this Note, jointly and severally and to the extent permitted by law, waive demand, presentment for payment, notice of dishonor, protest and notice of protest; waive any and all lack of diligence or delays in the collection or enforcement hereof; and consent that the time of payment may be extended or this Note renewed without notice and without releasing the undersigned or any such surety, guarantor or endorser.

Borrower’s failure to make any payment as herein provided when such payment is due and payable, or to perform or observe any of the terms, conditions or obligations hereunder, shall constitute an event of default under this Note (each, a “Default”). In the event of a Default, the entire unpaid principal balance, together with accrued interest, shall immediately become due and payable and Partnership Lender may proceed at once to exercise any or all remedies available to Partnership Lender under this Note, at law or in equity. After any Default, and so long as such

 

1

Default remains uncured, at the option of Partnership Lender, the unpaid principal sum hereof shall bear interest at the rate of interest then applicable to the Loan hereunder plus three percent (3.00%) per annum, compounded monthly until paid. At such time as a judgment is obtained for any amounts owing under this Note, interest shall continue to accrue on the amount of the judgment at the rate of interest then applicable to the Loan hereunder plus three percent (3.00%) per annum. Borrower acknowledges that the foregoing, and other provisions of this Note, may result in compounding of interest and Borrower agrees thereto pursuant to the provisions of Nevada Revised Statutes 99.050.

All rights and remedies herein given to Partnership Lender are cumulative and not alternative, are in addition to all of the same which are available to Partnership Lender under all statutes at law or in equity, and may be exercised in any order or simultaneously, at Partnership Lender’s sole election. Any forbearance or delay by Partnership Lender in exercising the same shall not be deemed to be a waiver thereof or of the right to exercise the same in the event of any subsequent Default or in the event of continuance of any existing Default, and the exercise of any right or partial exercise thereof shall not preclude the further exercise thereof, and the same shall continue in full force and effect until specifically waived by an instrument in writing executed by Partnership Lender.

Borrower also agrees to pay all costs of collection if suit is brought. Costs of collection include, without limitation, reasonable attorneys’ fees if this Note is placed in the hands of attorneys for collection (whether or not suit is brought to collect the amount past due), together with all court costs, investigative costs and other expenses incurred in the prosecution of any suit.

Borrower hereby waives and releases all errors, defects and imperfections in any proceedings instituted by Partnership Lender under the terms of this Note, as well as all benefit that might accrue to Borrower by virtue of any present or future laws providing for any stay of execution to be issued on any judgment recovered on this Note, and Borrower agrees that any real or personal property that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued thereon, may be sold upon any such writ, in whole or in part, in any order desired by Partnership Lender.

This Note may only be amended, supplemented, modified or terminated by an instrument in writing executed by Partnership Lender and Borrower. No waiver of any term, covenant or provision of this Note shall be effective unless given in writing by the party waiving same, and, if so given by the party waiving same, shall only be effective in the specific instance in which given.

Borrower acknowledges that this Note and Borrower’s obligations under this Note are and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable. This Note sets forth the entire agreement and understanding of Partnership Lender and Borrower. Borrower acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Note or with respect to the obligations of Borrower under this Note, except those specifically set forth in this Note. Borrower additionally agrees that this Note shall be subject to any and all applicable provisions of the Partnership Lender’s limited partnership agreement.

 

2

This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without reference to such State’s principles of conflicts of laws.

Borrower agrees to submit to personal jurisdiction in Clark County, Nevada, in any action or proceeding arising out of this Note and, in furtherance of such agreement, Borrower hereby agrees and consents that, without limiting other methods of obtaining jurisdiction, personal jurisdiction over Borrower in any such action or proceeding may be obtained within or without the jurisdiction of any court located in Nevada and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon Borrower by registered or certified mail to or by personal service at the last known address of Borrower, whether such address be within or without the jurisdiction of any such court.

TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS NOTE, OR IN ANY WAY CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE DEALINGS OF BORROWER AND PARTNERSHIP LENDER WITH RESPECT TO THIS NOTE, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BORROWER HEREBY AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY.

Every term and provision of this Note is intended to be severable. If any term or provision hereof is declared by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, such illegality, invalidity or unenforceability shall be treated as though the term or provision never existed and shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain in full force and effect.

Upon receipt by Borrower of written notice from Partnership Lender of the disappearance, loss, theft, destruction or mutilation of this Note, Borrower shall execute and deliver to Partnership Lender in lieu thereof, a replacement note in identical form to this Note and dated as of the date of this Note; provided that Partnership Lender shall indemnify Borrower from and against any loss, cost, damage, liability, expense or claim which Borrower may incur (including, without limitation, attorneys’ fees and costs) as a result thereof.

* * * Signatures Appear On Following Page * * *

 

3

IN WITNESS WHEREOF, the undersigned parties have caused this Secured Demand Promissory Note to be executed, delivered and effective as of the date first above written.

BORROWER:

THE FRANK J. FERTITTA, III AND JILL ANN FERTITTA FAMILY TRUST

 

By:
Name:		Frank J. Fertitta, III
Its:		Trustee

PARTNERSHIP LENDER:

VICTORIA PARTNERS, LIMITED PARTNERSHIP

 

By:		Fertitta Enterprises, Inc.
Its:		General Partner

 

		By:
		Name:		John A. Hertig
		Its:		Treasurer

[Signature Page to Secured Demand Promissory Note – LP to VPLP]

Exhibit 24

Secured Demand Promissory Note

 

$685,000.00		Las Vegas, Nevada		August 15, 2019

FOR VALUE RECEIVED, Lorenzo J. Fertitta 2006 Irrevocable Trust (“Borrower”) promises to pay to Victoria Partners, Limited Partnership, a Nevada limited partnership (“Partnership Lender”), or order, at such place as Partnership Lender may from time to time in writing designate, the total principal sum of Six Hundred Eighty-Five Thousand and 00/100 Dollars ($685,000.00) (the “Loan”) plus interest thereon to accrue at the fluctuating rate per annum of the Federal Reserve discount rate in effect from day to day plus Thirty Five Hundredths of One Percent (0.35%), beginning as of the date set forth above.

Payment of principal and interest under this Secured Demand Promissory Note (this “Note”) shall be made in immediately available United States Dollars. Interest on this Note shall accrue at the rate of interest set forth above, including Default interest accruing hereunder, and shall continue to accrue at that same rate (except as otherwise provided herein) until Borrower’s obligations under this Note have been satisfied in full.

Borrower shall make payments of interest monthly in arrears on the last business day of each month. All principal and accrued but unpaid interest is payable upon demand of Partnership Lender. If not demanded sooner by Partnership Lender, the entire remaining principal amount outstanding under this Note and all accrued and unpaid interest thereon shall be due and payable in full on the fourth anniversary of the date first above written.

Borrower shall have the right to prepay all or any portion of its obligation under this Note. All payments on this Note shall be applied first to accrued interest and then to principal. Until further notice in writing by Partnership Lender, all payments and notices to Partnership Lender hereunder shall be made to Victoria Partners, Limited Partnership, c/o John A. Hertig, 10801 W. Charleston Blvd., Suite 600, Las Vegas, NV 89135.

As security for Borrower’s obligations under this Note, Borrower hereby pledges to Partnership Lender a lien on and security interest in Borrower’s limited partnership interests in Partnership Lender. Borrower agrees not to allow the lien and security interest granted hereunder to become subordinate to any parties without Partnership Lender’s prior written consent, until such time that Borrower’s obligations to Partnership Lender under this Note have been satisfied in full.

Borrower and each surety, guarantor and endorser of this Note, jointly and severally and to the extent permitted by law, waive demand, presentment for payment, notice of dishonor, protest and notice of protest; waive any and all lack of diligence or delays in the collection or enforcement hereof; and consent that the time of payment may be extended or this Note renewed without notice and without releasing the undersigned or any such surety, guarantor or endorser.

Borrower’s failure to make any payment as herein provided when such payment is due and payable, or to perform or observe any of the terms, conditions or obligations hereunder, shall constitute an event of default under this Note (each, a “Default”). In the event of a Default, the entire unpaid principal balance, together with accrued interest, shall immediately become due and payable and Partnership Lender may proceed at once to exercise any or all remedies available to Partnership Lender under this Note, at law or in equity. After any Default, and so long as such

 

1

Default remains uncured, at the option of Partnership Lender, the unpaid principal sum hereof shall bear interest at the rate of interest then applicable to the Loan hereunder plus three percent (3.00%) per annum, compounded monthly until paid. At such time as a judgment is obtained for any amounts owing under this Note, interest shall continue to accrue on the amount of the judgment at the rate of interest then applicable to the Loan hereunder plus three percent (3.00%) per annum. Borrower acknowledges that the foregoing, and other provisions of this Note, may result in compounding of interest and Borrower agrees thereto pursuant to the provisions of Nevada Revised Statutes 99.050.

All rights and remedies herein given to Partnership Lender are cumulative and not alternative, are in addition to all of the same which are available to Partnership Lender under all statutes at law or in equity, and may be exercised in any order or simultaneously, at Partnership Lender’s sole election. Any forbearance or delay by Partnership Lender in exercising the same shall not be deemed to be a waiver thereof or of the right to exercise the same in the event of any subsequent Default or in the event of continuance of any existing Default, and the exercise of any right or partial exercise thereof shall not preclude the further exercise thereof, and the same shall continue in full force and effect until specifically waived by an instrument in writing executed by Partnership Lender.

Borrower also agrees to pay all costs of collection if suit is brought. Costs of collection include, without limitation, reasonable attorneys’ fees if this Note is placed in the hands of attorneys for collection (whether or not suit is brought to collect the amount past due), together with all court costs, investigative costs and other expenses incurred in the prosecution of any suit.

Borrower hereby waives and releases all errors, defects and imperfections in any proceedings instituted by Partnership Lender under the terms of this Note, as well as all benefit that might accrue to Borrower by virtue of any present or future laws providing for any stay of execution to be issued on any judgment recovered on this Note, and Borrower agrees that any real or personal property that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued thereon, may be sold upon any such writ, in whole or in part, in any order desired by Partnership Lender.

This Note may only be amended, supplemented, modified or terminated by an instrument in writing executed by Partnership Lender and Borrower. No waiver of any term, covenant or provision of this Note shall be effective unless given in writing by the party waiving same, and, if so given by the party waiving same, shall only be effective in the specific instance in which given.

Borrower acknowledges that this Note and Borrower’s obligations under this Note are and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable. This Note sets forth the entire agreement and understanding of Partnership Lender and Borrower. Borrower acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Note or with respect to the obligations of Borrower under this Note, except those specifically set forth in this Note. Borrower additionally agrees that this Note shall be subject to any and all applicable provisions of the Partnership Lender’s limited partnership agreement.

 

2

This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without reference to such State’s principles of conflicts of laws.

Borrower agrees to submit to personal jurisdiction in Clark County, Nevada, in any action or proceeding arising out of this Note and, in furtherance of such agreement, Borrower hereby agrees and consents that, without limiting other methods of obtaining jurisdiction, personal jurisdiction over Borrower in any such action or proceeding may be obtained within or without the jurisdiction of any court located in Nevada and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon Borrower by registered or certified mail to or by personal service at the last known address of Borrower, whether such address be within or without the jurisdiction of any such court.

TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS NOTE, OR IN ANY WAY CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE DEALINGS OF BORROWER AND PARTNERSHIP LENDER WITH RESPECT TO THIS NOTE, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BORROWER HEREBY AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY.

Every term and provision of this Note is intended to be severable. If any term or provision hereof is declared by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, such illegality, invalidity or unenforceability shall be treated as though the term or provision never existed and shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain in full force and effect.

Upon receipt by Borrower of written notice from Partnership Lender of the disappearance, loss, theft, destruction or mutilation of this Note, Borrower shall execute and deliver to Partnership Lender in lieu thereof, a replacement note in identical form to this Note and dated as of the date of this Note; provided that Partnership Lender shall indemnify Borrower from and against any loss, cost, damage, liability, expense or claim which Borrower may incur (including, without limitation, attorneys’ fees and costs) as a result thereof.

* * * Signatures Appear On Following Page * * *

 

3

IN WITNESS WHEREOF, the undersigned parties have caused this Secured Demand Promissory Note to be executed, delivered and effective as of the date first above written.

BORROWER:

LORENZO J. FERTITTA 2006 IRREVOCABLE TRUST

 

By:
Name:		Frank J. Fertitta, III
Its:		Trustee

PARTNERSHIP LENDER:

VICTORIA PARTNERS, LIMITED PARTNERSHIP

 

By:		Fertitta Enterprises, Inc.
Its:		General Partner

 

		By:
		Name:		John A. Hertig
		Its:		Treasurer

[Signature Page to Secured Demand Promissory Note – LP to VPLP]

Exhibit 25

Secured Demand Promissory Note

 

$184,000.00		Las Vegas, Nevada		August 16, 2019

FOR VALUE RECEIVED, Lorenzo J. Fertitta 2006 Irrevocable Trust (“Borrower”) promises to pay to Victoria Partners, Limited Partnership, a Nevada limited partnership (“Partnership Lender”), or order, at such place as Partnership Lender may from time to time in writing designate, the total principal sum of One Hundred Eighty-Four Thousand and 00/100 ($184,000.00) (the “Loan”) plus interest thereon to accrue at the fluctuating rate per annum of the Federal Reserve discount rate in effect from day to day plus Thirty Five Hundredths of One Percent (0.35%), beginning as of the date set forth above.

Payment of principal and interest under this Secured Demand Promissory Note (this “Note”) shall be made in immediately available United States Dollars. Interest on this Note shall accrue at the rate of interest set forth above, including Default interest accruing hereunder, and shall continue to accrue at that same rate (except as otherwise provided herein) until Borrower’s obligations under this Note have been satisfied in full.

Borrower shall make payments of interest monthly in arrears on the last business day of each month. All principal and accrued but unpaid interest is payable upon demand of Partnership Lender. If not demanded sooner by Partnership Lender, the entire remaining principal amount outstanding under this Note and all accrued and unpaid interest thereon shall be due and payable in full on the fourth anniversary of the date first above written.

Borrower shall have the right to prepay all or any portion of its obligation under this Note. All payments on this Note shall be applied first to accrued interest and then to principal. Until further notice in writing by Partnership Lender, all payments and notices to Partnership Lender hereunder shall be made to Victoria Partners, Limited Partnership, c/o John A. Hertig, 10801 W. Charleston Blvd., Suite 600, Las Vegas, NV 89135.

As security for Borrower’s obligations under this Note, Borrower hereby pledges to Partnership Lender a lien on and security interest in Borrower’s limited partnership interests in Partnership Lender. Borrower agrees not to allow the lien and security interest granted hereunder to become subordinate to any parties without Partnership Lender’s prior written consent, until such time that Borrower’s obligations to Partnership Lender under this Note have been satisfied in full.

Borrower and each surety, guarantor and endorser of this Note, jointly and severally and to the extent permitted by law, waive demand, presentment for payment, notice of dishonor, protest and notice of protest; waive any and all lack of diligence or delays in the collection or enforcement hereof; and consent that the time of payment may be extended or this Note renewed without notice and without releasing the undersigned or any such surety, guarantor or endorser.

Borrower’s failure to make any payment as herein provided when such payment is due and payable, or to perform or observe any of the terms, conditions or obligations hereunder, shall constitute an event of default under this Note (each, a “Default”). In the event of a Default, the entire unpaid principal balance, together with accrued interest, shall immediately become due and payable and Partnership Lender may proceed at once to exercise any or all remedies available to Partnership Lender under this Note, at law or in equity. After any Default, and so long as such

 

1

Default remains uncured, at the option of Partnership Lender, the unpaid principal sum hereof shall bear interest at the rate of interest then applicable to the Loan hereunder plus three percent (3.00%) per annum, compounded monthly until paid. At such time as a judgment is obtained for any amounts owing under this Note, interest shall continue to accrue on the amount of the judgment at the rate of interest then applicable to the Loan hereunder plus three percent (3.00%) per annum. Borrower acknowledges that the foregoing, and other provisions of this Note, may result in compounding of interest and Borrower agrees thereto pursuant to the provisions of Nevada Revised Statutes 99.050.

All rights and remedies herein given to Partnership Lender are cumulative and not alternative, are in addition to all of the same which are available to Partnership Lender under all statutes at law or in equity, and may be exercised in any order or simultaneously, at Partnership Lender’s sole election. Any forbearance or delay by Partnership Lender in exercising the same shall not be deemed to be a waiver thereof or of the right to exercise the same in the event of any subsequent Default or in the event of continuance of any existing Default, and the exercise of any right or partial exercise thereof shall not preclude the further exercise thereof, and the same shall continue in full force and effect until specifically waived by an instrument in writing executed by Partnership Lender.

Borrower also agrees to pay all costs of collection if suit is brought. Costs of collection include, without limitation, reasonable attorneys’ fees if this Note is placed in the hands of attorneys for collection (whether or not suit is brought to collect the amount past due), together with all court costs, investigative costs and other expenses incurred in the prosecution of any suit.

Borrower hereby waives and releases all errors, defects and imperfections in any proceedings instituted by Partnership Lender under the terms of this Note, as well as all benefit that might accrue to Borrower by virtue of any present or future laws providing for any stay of execution to be issued on any judgment recovered on this Note, and Borrower agrees that any real or personal property that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued thereon, may be sold upon any such writ, in whole or in part, in any order desired by Partnership Lender.

This Note may only be amended, supplemented, modified or terminated by an instrument in writing executed by Partnership Lender and Borrower. No waiver of any term, covenant or provision of this Note shall be effective unless given in writing by the party waiving same, and, if so given by the party waiving same, shall only be effective in the specific instance in which given.

Borrower acknowledges that this Note and Borrower’s obligations under this Note are and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable. This Note sets forth the entire agreement and understanding of Partnership Lender and Borrower. Borrower acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Note or with respect to the obligations of Borrower under this Note, except those specifically set forth in this Note. Borrower additionally agrees that this Note shall be subject to any and all applicable provisions of the Partnership Lender’s limited partnership agreement.

 

2

This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without reference to such State’s principles of conflicts of laws.

Borrower agrees to submit to personal jurisdiction in Clark County, Nevada, in any action or proceeding arising out of this Note and, in furtherance of such agreement, Borrower hereby agrees and consents that, without limiting other methods of obtaining jurisdiction, personal jurisdiction over Borrower in any such action or proceeding may be obtained within or without the jurisdiction of any court located in Nevada and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon Borrower by registered or certified mail to or by personal service at the last known address of Borrower, whether such address be within or without the jurisdiction of any such court.

TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS NOTE, OR IN ANY WAY CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE DEALINGS OF BORROWER AND PARTNERSHIP LENDER WITH RESPECT TO THIS NOTE, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BORROWER HEREBY AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY.

Every term and provision of this Note is intended to be severable. If any term or provision hereof is declared by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, such illegality, invalidity or unenforceability shall be treated as though the term or provision never existed and shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain in full force and effect.

Upon receipt by Borrower of written notice from Partnership Lender of the disappearance, loss, theft, destruction or mutilation of this Note, Borrower shall execute and deliver to Partnership Lender in lieu thereof, a replacement note in identical form to this Note and dated as of the date of this Note; provided that Partnership Lender shall indemnify Borrower from and against any loss, cost, damage, liability, expense or claim which Borrower may incur (including, without limitation, attorneys’ fees and costs) as a result thereof.

* * * Signatures Appear On Following Page * * *

 

3

IN WITNESS WHEREOF, the undersigned parties have caused this Secured Demand Promissory Note to be executed, delivered and effective as of the date first above written.

BORROWER:

LORENZO J. FERTITTA 2006 IRREVOCABLE TRUST

 

By:
Name:		Frank J. Fertitta, III
Its:		Trustee

PARTNERSHIP LENDER:

VICTORIA PARTNERS, LIMITED PARTNERSHIP

 

By:		Fertitta Enterprises, Inc.
Its:		General Partner

 

		By:
		Name:		John A. Hertig
		Its:		Treasurer

[Signature Page to Secured Demand Promissory Note – LP to VPLP]

Exhibit 26

Secured Demand Promissory Note

 

$484,000.00		Las Vegas, Nevada		August 19, 2019

FOR VALUE RECEIVED, Lorenzo J. Fertitta 2006 Irrevocable Trust (“Borrower”) promises to pay to Victoria Partners, Limited Partnership, a Nevada limited partnership (“Partnership Lender”), or order, at such place as Partnership Lender may from time to time in writing designate, the total principal sum of Four Hundred Eighty-Four Thousand and 00/100 Dollars ($484,000.00) (the “Loan”) plus interest thereon to accrue at the fluctuating rate per annum of the Federal Reserve discount rate in effect from day to day plus Thirty Five Hundredths of One Percent (0.35%), beginning as of the date set forth above.

Payment of principal and interest under this Secured Demand Promissory Note (this “Note”) shall be made in immediately available United States Dollars. Interest on this Note shall accrue at the rate of interest set forth above, including Default interest accruing hereunder, and shall continue to accrue at that same rate (except as otherwise provided herein) until Borrower’s obligations under this Note have been satisfied in full.

Borrower shall make payments of interest monthly in arrears on the last business day of each month. All principal and accrued but unpaid interest is payable upon demand of Partnership Lender. If not demanded sooner by Partnership Lender, the entire remaining principal amount outstanding under this Note and all accrued and unpaid interest thereon shall be due and payable in full on the fourth anniversary of the date first above written.

Borrower shall have the right to prepay all or any portion of its obligation under this Note. All payments on this Note shall be applied first to accrued interest and then to principal. Until further notice in writing by Partnership Lender, all payments and notices to Partnership Lender hereunder shall be made to Victoria Partners, Limited Partnership, c/o John A. Hertig, 10801 W. Charleston Blvd., Suite 600, Las Vegas, NV 89135.

As security for Borrower’s obligations under this Note, Borrower hereby pledges to Partnership Lender a lien on and security interest in Borrower’s limited partnership interests in Partnership Lender. Borrower agrees not to allow the lien and security interest granted hereunder to become subordinate to any parties without Partnership Lender’s prior written consent, until such time that Borrower’s obligations to Partnership Lender under this Note have been satisfied in full.

Borrower and each surety, guarantor and endorser of this Note, jointly and severally and to the extent permitted by law, waive demand, presentment for payment, notice of dishonor, protest and notice of protest; waive any and all lack of diligence or delays in the collection or enforcement hereof; and consent that the time of payment may be extended or this Note renewed without notice and without releasing the undersigned or any such surety, guarantor or endorser.

Borrower’s failure to make any payment as herein provided when such payment is due and payable, or to perform or observe any of the terms, conditions or obligations hereunder, shall constitute an event of default under this Note (each, a “Default”). In the event of a Default, the entire unpaid principal balance, together with accrued interest, shall immediately become due and payable and Partnership Lender may proceed at once to exercise any or all remedies available to Partnership Lender under this Note, at law or in equity. After any Default, and so long as such

 

1

Default remains uncured, at the option of Partnership Lender, the unpaid principal sum hereof shall bear interest at the rate of interest then applicable to the Loan hereunder plus three percent (3.00%) per annum, compounded monthly until paid. At such time as a judgment is obtained for any amounts owing under this Note, interest shall continue to accrue on the amount of the judgment at the rate of interest then applicable to the Loan hereunder plus three percent (3.00%) per annum. Borrower acknowledges that the foregoing, and other provisions of this Note, may result in compounding of interest and Borrower agrees thereto pursuant to the provisions of Nevada Revised Statutes 99.050.

All rights and remedies herein given to Partnership Lender are cumulative and not alternative, are in addition to all of the same which are available to Partnership Lender under all statutes at law or in equity, and may be exercised in any order or simultaneously, at Partnership Lender’s sole election. Any forbearance or delay by Partnership Lender in exercising the same shall not be deemed to be a waiver thereof or of the right to exercise the same in the event of any subsequent Default or in the event of continuance of any existing Default, and the exercise of any right or partial exercise thereof shall not preclude the further exercise thereof, and the same shall continue in full force and effect until specifically waived by an instrument in writing executed by Partnership Lender.

Borrower also agrees to pay all costs of collection if suit is brought. Costs of collection include, without limitation, reasonable attorneys’ fees if this Note is placed in the hands of attorneys for collection (whether or not suit is brought to collect the amount past due), together with all court costs, investigative costs and other expenses incurred in the prosecution of any suit.

Borrower hereby waives and releases all errors, defects and imperfections in any proceedings instituted by Partnership Lender under the terms of this Note, as well as all benefit that might accrue to Borrower by virtue of any present or future laws providing for any stay of execution to be issued on any judgment recovered on this Note, and Borrower agrees that any real or personal property that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued thereon, may be sold upon any such writ, in whole or in part, in any order desired by Partnership Lender.

This Note may only be amended, supplemented, modified or terminated by an instrument in writing executed by Partnership Lender and Borrower. No waiver of any term, covenant or provision of this Note shall be effective unless given in writing by the party waiving same, and, if so given by the party waiving same, shall only be effective in the specific instance in which given.

Borrower acknowledges that this Note and Borrower’s obligations under this Note are and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable. This Note sets forth the entire agreement and understanding of Partnership Lender and Borrower. Borrower acknowledges that no oral or other agreements, understandings, representations or warranties exist with respect to this Note or with respect to the obligations of Borrower under this Note, except those specifically set forth in this Note. Borrower additionally agrees that this Note shall be subject to any and all applicable provisions of the Partnership Lender’s limited partnership agreement.

 

2

This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without reference to such State’s principles of conflicts of laws.

Borrower agrees to submit to personal jurisdiction in Clark County, Nevada, in any action or proceeding arising out of this Note and, in furtherance of such agreement, Borrower hereby agrees and consents that, without limiting other methods of obtaining jurisdiction, personal jurisdiction over Borrower in any such action or proceeding may be obtained within or without the jurisdiction of any court located in Nevada and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon Borrower by registered or certified mail to or by personal service at the last known address of Borrower, whether such address be within or without the jurisdiction of any such court.

TO THE EXTENT PERMITTED BY LAW, BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS NOTE, OR IN ANY WAY CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE DEALINGS OF BORROWER AND PARTNERSHIP LENDER WITH RESPECT TO THIS NOTE, OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BORROWER HEREBY AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY.

Every term and provision of this Note is intended to be severable. If any term or provision hereof is declared by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, such illegality, invalidity or unenforceability shall be treated as though the term or provision never existed and shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain in full force and effect.

Upon receipt by Borrower of written notice from Partnership Lender of the disappearance, loss, theft, destruction or mutilation of this Note, Borrower shall execute and deliver to Partnership Lender in lieu thereof, a replacement note in identical form to this Note and dated as of the date of this Note; provided that Partnership Lender shall indemnify Borrower from and against any loss, cost, damage, liability, expense or claim which Borrower may incur (including, without limitation, attorneys’ fees and costs) as a result thereof.

* * * Signatures Appear On Following Page * * *

 

3

IN WITNESS WHEREOF, the undersigned parties have caused this Secured Demand Promissory Note to be executed, delivered and effective as of the date first above written.

BORROWER:

LORENZO J. FERTITTA 2006 IRREVOCABLE TRUST

 

By:
Name:		Frank J. Fertitta, III
Its:		Trustee

PARTNERSHIP LENDER:

VICTORIA PARTNERS, LIMITED PARTNERSHIP

 

By:		Fertitta Enterprises, Inc.
Its:		General Partner

 

		By:
		Name:		John A. Hertig
		Its:		Treasurer

[Signature Page to Secured Demand Promissory Note – LP to VPLP]