Exhibit 10.45


 


LEASE AND AGREEMENT-SPRING 1995

(Lower Lots)


 


This Lease and Agreement-Spring 1995 Lower Lots
(hereinafter “Agreement”) is made this 15th  day of August, 1995 between the
Andrianakos Limited Liability Company, a Colorado Limited Liability Company,
the Lessor, and Anchor Coin, Inc. d/b/a Colorado Central Station Casino, Inc.,
the Lessee.


 


WHEREAS, the parties hereto are also parties to the
following lease, which concerns a portion of property, which is the subject
hereof:


 


Renewed Vacant Ground Lease for Parking Lot Purposes
(Lower Lot), dated August 19, 1994, recorded at Book 568, Page 291,
Gilpin County Clerk and Recorder’s Office (hereinafter “Lower Lot Lease”); and,


 


WHEREAS, the Lower Lot Lease has expired, but by
action of the parties has become a month to month lease, and the parties
mutually wish to revise, restate its terms and enter into this new Agreement,
which completely replaces and supersedes the terms, covenants, agreements, and
all other elements of the aforesaid Lower Lot Lease in all respects; and,


 


WHEREAS, the parties also wish to address the lease
of additional property, which has not heretofore been the subject of any lease
agreement between them.


 


NOW THEREFORE BE IT AGREED AS FOLLOWS: 


 


A.           LEASE


 


A-1.     Property
Description. The following described property is the subject of this
Agreement (hereinafter collectively “The Property”). The specific description
of The Property is set forth on Exhibit A attached hereto and incorporated
herein. A map of The Property is attached hereto as Exhibit B. The
Property which is the subject of this Agreement may include, by virtue of the
Option set forth in paragraph A-6 hereinafter, any land acquired or developed
by the Lessor, or its individual members, within Black Hawk, Colorado during the
term of this Agreement or any renewal thereof.


 


A-2.     Term
and Rental Rates. The Lessee shall have and hold The Property from the date
hereof to and until twelve o’clock noon on the date of June 1, 2004, at
and for a rental rate beginning One Hundred Eighty (180) days after the date
hereof of One Hundred Thousand Three Hundred Forty Dollars ($100,340.00) per
month, payable monthly on or before twelve o’clock noon on the first day of
each calendar month during said term at the office of the Lessor as set forth
below without notice. The foregoing base rental rate may be increased by
operation of the provisions of paragraph B-5 hereinafter. Prior to One Hundred
Eighty (180) days from the date hereof the rental rate shall be Thirty Thousand
Dollars ($30,000.00) per month.


 

















 


A-3.     Renewals.
This Agreement may be renewed at Lessee’s sole option for up to eighteen (18)
additional terms of five (5) years each. Renewal shall be automatic for
each term unless Lessee gives its notice of non-renewal not less than six months
prior to the end of any term.


 


A-4.     Possible
Termination of Renewal Rights. The parties hereto are also parties to that
certain Spring 1995 - Amended and Restated Vacant Ground Lease for Parking Lot
Purposes and Agreement (Upper Lot) (hereinafter “Upper Lot Lease”), of even
date herewith. The Upper Lot Lease itself contains renewal provisions. In order
for the Lessee to effect the renewal provisions of this Agreement during the
primary term or any automatic renewal of the Upper Lot Lease, the Upper Lot
Lease must either, 1) be in effect as of the date of any renewal exercise; or,
2) the Lessee must have at least offered to renew the Upper Lot Lease pursuant
to the terms of paragraph A-3 thereof. Notwithstanding the foregoing, if Lessee
does not renew or terminates the Upper Lot Lease for reasons beyond its
control, including but not limited to the discovery of hazardous substance or
acts of God making the property unusable, the Lessee may continue to effect any
renewal provisions of this Agreement.


 


A-5.     Rental
Rate Indexing. At one year intervals beginning June 1, 1996, the
rental rate paid to Lessee will be indexed to correspond to any rise or fall in
the cost of living. Any increase or decrease in rental rate will be limited to
a three percent (3%) difference from the
previous year’s rate. The parties agree to use the Consumer Price. Index figures for the Denver/Boulder Standard
Metropolitan Statistical Area released by the U.S. Department of Commerce, or
its successor, most recently preceding the June first of the subject year
to determine any change of the cost of living.


 


A-6.     Option.
In the event the Andrianakos Limited Liability Company, or its individual
members, develops or purchases additional property in Black Hawk, Colorado,
which would be suitable for either parking lot or building purposes, they will
offer to the Lessee a first option to immediately lease, for the remaining term
of this Agreement and any renewals, that property for either parking lot or
building purposes. Lessee must exercise any option by Thirty (30) days from the
date it is notified by Lessor that any additional property is available. If
Lessee does not exercise its option regarding any particular addition parcel of
land, said option will be forever lost concerning such particular additional
parcel.


 


A-7.     Cancellation.
Lessee, at its sole option, shall have the right to cancel this Agreement in
the event that, 1) casino style garbing equivalent or greater to that presently
allowed is legalized within a Sixty (60) mile radius of the present Black Hawk
City Hall; or, 2) the provisions allowing casino style gaming equivalent to
that presently allowed are repealed or restricted in any way. Any such
cancellation will require Six (6) months notice to Lessor. In the event of
such cancellation, Lessee’s interest in The Property will be transferred to the
Lessor in good operating condition with all obligations paid through the
cancellation date, and the Lessor will refund Lessee’s deposit.


 


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Moreover,
this Agreement will become null and void and of no further effect between the parties.


 


A-8.     Lessee’s
Possible Construction. It is specifically agreed the Lessee has the right, during the term of
this Agreement or any renewal, to place, build, erect and maintain structures
upon any portion of The Property. Such structures may include, but are not
limited to, gaming casinos. Any and all costs for any and all structures will
be the Lessee’s. Any and all permits or licenses necessary for any and all
structures will be obtained by the Lessee. Any and all construction upon The Property must meet all zoning and building
requirements and standards. Lessee agrees that it will not allow any liens or
encumbrances to attach to The Property as the result of any construction.
Lessee further agrees to allow Lessor access to any construction site for the
purpose of Lessor posting notices to that affect. The Lessee acknowledges that
upon termination of this Agreement any structures upon The Property will remain
with The Property and become property of the Lessor. The Lessor will not be
required to pay or compensate Lessee for any structures and Lessee acknowledges
and assumes all cost risk associated with construction of any structures upon
the leasehold estate which is the subject of this Agreement. Lessee agrees to
transfer its interest in any structures upon The Property to Lessor upon
termination of this Agreement for any reason. Lessor agrees to accept without
any further cost to Lessee, any structures upon The Property transferred upon
termination as long as they are in good condition.


 


A-9.     Previous
Lease Superseded.
The Lower Lot Lease and all other previous agreements between the parties
concerning any portion of The Property are entirely replaced and superseded in
all respects by this Agreement.


 


B.            ADDITIONAL AGREEMENTS


 


B-1.      Deposits. Both parties acknowledge that a deposit of
Twelve Thousand Dollars ($12,000.00) was paid by the Lessee to the Lessor pursuant to the Lower Lot Lease the
Lessor will continue to hold this deposit without interest. Upon Lessee’s
faithful performance of the terms and conditions of this Agreement, and any
renewal, the Lessor will return
said deposit, without interest, to Lessee upon Lessor’s inspection of The
Property, all of which must occur within Sixty (60) days of the termination of
this Agreement or any renewal.


 


B-2.      Excavation
and Wall Construction. Lessee, at its sole cost, agrees to complete, all necessary excavation
and installation of necessary retaining walls, as may be needed for Lessee’s
use of any portion of The Property. The Lessee will be allowed One Hundred
Eighty (180) days from the date hereof as a construction period for these
activities, during which time the rental rate will be reduced as set forth in paragraph
A-2 above. After expiration of the One Hundred
Eighty (180) day construction period, the rental rate shall increase as
set forth in paragraph A-2 notwithstanding whether the activities have been
completed. If after completion of these activities, and due to


 


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reasons beyond the Lessee’s control, the full amount
of The Property is not available for Lessee’s use, the Lessee may reduce the
amount of any rent payable by prorating the amount of the land available to
that contemplated by the above-stated property description. Land not available
because of its use for set back requirements and subjacent support will not
reduce the amount of The Property.


 


B-3.      Taxes/Parking
Fees. The rent hereinabove set forth for all of The Property is the total
rent for the term of this Agreement. Lessor is not entitled to any royalty or
any other percentage payments. No additional changes shall be made for Lessor’s
insurance, taxes or other assessments associated with The Property except those
listed in this paragraph. During 1996 Lessee will pay when due one-half of the
property taxes assessed upon The Property for the year 1995. Beginning in the
year 1997 and thereafter for the term of this Agreement or any renewal, Lessee
will pay when due all property taxes assessed upon The Property for the
preceding year, including those taxes assessed for any improvements made by
Lessee, except for any taxes in any way associated with the cost of any street,
sidewalk, curb, gutter, street lighting or drainage improvements done
independently or at the behest of the City of Black Hawk. These property tax
payments described will continue through those taxes, or proportionate part
thereof, assessed for the final year, or proportionate part thereof, of the
leasehold. Lessee will also be responsible directly to the City of Black Hawk,
for that City’s private lot parking fee, if any, during the term of this
Agreement. Said fee is currently four dollars ($4.00) per parking
space per day.


 


B-4.      Permits
and Zoning. Lessor represents and warrants no “Federal 404 Permits” are
presently required for use of The Property for surface parking lot purposes.
Lessor further represents it is currently processing any City of Black Hawk
permits or zoning requests necessary from use of The Property for surface
parking lot purposes. Lessee will be responsible for obtaining any other zoning
changes or permits needed to use The Property for other purposes. Lessor will
provide reasonable cooperation in obtaining any such permits as necessary. If
the Lessee is not successful in obtaining only those City of Black Hawk permits
and zoning considerations necessary to use The Property for surface parking lot
purposes within Sixty (60) days of the date hereof Lessee at its sole
discretion may either terminate this Agreement without further costs or accept
Lessor’s indemnification for any losses suffered by Lessee as a result of not
having said permits and zoning considerations.


 


B-5.      Warranties
and Title Matters. Lessor warrants and represents that marketable title to
The Property and Lessor’s right to rent The Property to Lessee is encumbered and restricted by
only the following:


 


1) That portion of The Property composed of land
within Lots 1 through  12, are encumbered by certain documents related to a
loan to Lessor made by the Bank of Cherry Creek (“Bank”). Those documents
(hereinafter collectively “Security Documents”) include:


 


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a)     A Promissory Note dated March 31, 1995 from the Bank to the
Andrianakos Partnership (“A-P’ship”);


 


b)    A
Deed of Trust dated March 31, 1995 granted by the A-P’ship, recorded at
Book 579, Page 22 in the Gilpin County Colorado records;


 


c)     An
Assignment of Rents and Leases dated March 31, 1995 from the A-P’ship to
the Bank, recorded at Book 579, Page 26 in the Gilpin County Colorado
records;


 


d)    A
Security Agreement dated March 31, 1995 from the A-P’ship to the Bank; and


 


e)     UCC
Financing Statements from the A-P’ship securing the Bank, recorded at reception
no. 952025364 of the Colorado Secretary of States office, reception no.
9500037938 of the Denver County, Colorado records, and Book 579, Page 94
of the Gilpin County Colorado records.


 


2) The need to resolve the following requirements:


 


a)     Deeds
or legal proceeding disposing of any interest of Horace Humphrey, Jr.,
Robinson Reduction Co, William C. Fullerton, and Albert Rogers;


 


b)    Deeds
or legal proceedings disposing of the reservations contained in the patents to
the City of Black Hawk, recorded May 13, 1874, Book 56, Page 555, and
July 21, 1877, Book 62, Page 456;


 


e)     Deeds
or legal proceedings disposing of any right of third parties in and to any
roadway crossing lots 1-4, Block 50, City of Black Hawk, as shown on land
survey plat made by Glenn A. True, recorded in the office of the City Clerk and
Recorder of Gilpin County, file no. 5-93-3;


 


d)    Deeds
or legal proceedings disposing of the right-of-way across a portion of The
Property for the benefit of the Big Spring Mine as reserved in the Deed from
Horace Humphrey to Horace Humphrey, Jr., recorded at Book 72, Page 525,
and subsequent Deeds; and


 


e)     Deeds
or legal proceedings disposing of the right-of-way across a portion of The
Property for the benefit of the Running Load Mine,


 


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as reserved in Deed from H.E. Humphrey to
William B. Willard recorded Book 112, Page 157, and subsequent Deeds.


 


3) Lots 5, 6, and 7, Block 50 of The Property are
encumbered by mineral rights reservations appearing in deeds from Arthur T.
Dollaghan and Rosemary J. Dooley, and Elizabeth L. Callahan recorded at Book
579, Page 19 and 20.


 


4) The need to resolve the following requirements:


 


a)     Miner’s
Mesa Road encroaches upon the East Nine (9) to Eleven (11) feet of Lot 12,
Block 50, and a small segment of Parcel B described in Exhibit A extending
South from its boundary with said Lot 12.


 


b)    Clarification
that a One Hundred (100) foot easement across the entire width of the Thomas
Kelly mining claim exists pursuant to that certain deed recorded October 2,
1992, Book 532, Page 376, but does not encroach upon The Property.


 


5) The need to resolve the following requirements:


 


a)     An
undefined easement and right-of-way for various purposes exists in favor of
Western Diversified Builders, Inc. pursuant to an instrument recorded May 1,
1995 at Book 580, Page 161.


 


b)    Encroachment
by a roadway easement in favor of Western Diversified Builders, Inc.,
pursuant to an instrument recorded October 2, 1992, Book 532, Page 382.


 


c)     Encroachment
by a roadway easement in favor of Western Diversified Builders, Inc.,
pursuant to an instrument recorded January 6, 1995, Book 575, Page 165.


 


6) Any differences in the description of the common
boundary of The Property on the North with Main Street, Black Hawk as set forth
in those Boundary Agreements recorded April 4, 1995 at Book 579, Pages 30
and  48.


 


7) Any encumbrances related to that portion of The
Property composed of the Gabriel Spalti mining claim, including but not limited
to any claim of ownership by Houston Mining Company.


 


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Regarding
subparagraph 1), Lessor and its individual members represent they have no other
obligations owed to the Bank except those evidenced by the Security Documents.
The Lessor and its individual members further agree they will not request or
obtain any further advances from the Bank pursuant to the Security Documents.
Lessor also acknowledges it has conveyed to Lessee an assignment of Lessor’s
rights to cure any of its defaults under the Security Documents, said
assignment to be exercised at Lessee’s sole discretion. In the event Lessee
undertakes any cure, all costs associated with said cure, including but not
limited to any money paid to the beneficiary of the Security Documents, may be
set off against any rental payment due Lessor under this Agreement.


 


Regarding
the resolution of the requirements set forth in subparagraph 2), Lessor agrees
to promptly undertake and make substantial progress toward completion within
one year, the resolution of these requirements. Lessee at its sole option may
either assist Lessor in these undertakings, or take the lead role in their
prosecution. If the parties are unable to complete any necessary undertakings
within a reasonable period, Lessee at its sole option may cancel this
Agreement. In any event, until such time as the requirements have been
satisfied, Lessor agrees to indemnify Lessee for any costs Lessee may reasonably incure in any attempt to
satisfy these requirements. Any losses Lessor incurs as a result of
non-satisfaction of these requirements, may be set off against any rental
payment owed Lessee.


 


Regarding
the reservations set forth in subparagraph 3), The Lessee agrees to except
these reservations from the overall requirements to deliver marketable unencumbered title.


 


Regarding the encroachment and easement described in subparagraph 4),
the Lessee agrees to except this encroachment and easement from the overall
requirements to deliver marketable unencumbered title if Lessee, with Lessor’s
good faith cooperation, within Sixty (60) days from
the date hereof, is successful in obtaining from the City of Black Hawk a
waiver or variance from any set back requirements along the Eastern edge of the
portion of The Property described in subparagraph 4) a) or other
considerations, plus a relinquishment of the City’s easement rights concerning
portions of The Property. If, despite its best efforts, Lessee is not able to
obtain the set back waiver/variance, or other acceptable considerations, then a
prorate reduction in the rental rate will occur based upon the proration of The
Property needed for any set back requirements to The Property as a whole.
Moreover, if despite its best efforts, Lessee is not able to obtain
relinquishment of the City’s easement, the Lessee, at its sole option may
either cancel this Agreement or reduce future rental payments based upon the
ratio of the area encumbered bears to the entire area of The Property.


 


Regarding
the undefined easement and
right-of-way and encroachments described in subparagraph 5), the Lessee, with
Lessor’s good faith cooperation, agrees to seek a satisfactory definition and
limitation thereof. If, despite Lessee’s best efforts, the Lessee


 


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is unsuccessful in obtaining the necessary
definition and-limitation within Sixty (60) days of the date hereof, the
Lessee, at its sole option may either cancel this Agreement or accept Lessor’s
indemnification for any losses suffered by Lessee as the result of not
obtaining the subject definition and restriction.


 


Regarding the differences in the description of the
common boundary of The Property with Main Street described in subparagraph 6),
the Lessee, with Lessor’s good faith cooperation, will resolve such differences
by obtaining from the City of Black Hawk any necessary correction deed. If,
despite Lessee’s best efforts, the Lessee is unsuccessful in obtaining the
necessary correction deed within Sixty (60) days of the date hereof, the
parties will jointly determine if the lack thereof affects Lessee’s use of The
Property under this Agreement. If the parties determine there is an adverse
affect suffered by the Lessee, any such adverse affect will be compensated by
an appropriate reduction in future rental payments.


 


Regarding any circumstances described in
subparagraph 7), the Lessor, at its sole cost, shall resolve the same to Lessee’s
good faith satisfaction within sixty (60) days of the date hereof. If the
encumbrances are not resolved within said sixty (60) days Lessee may, at its
discretion, cancel this Agreement, prorate future rental payments based upon
the ratio of The Property so encumbered to The Property described in Exhibit A,
or accept Lessor’s indemnification for any costs reasonably incurred by Lessee
as a result of not resolving the encumbrance.


 


After conclusion of all undertakings necessary to remove the
encumbrances described in subparagraphs 2), 4), 5), 6) and 7), Lessor agrees to
thereafter maintain marketable unencumbered title sufficient to allow Lessee’s
use as
herein
described, including those possible activities discussed in paragraph A-8
above, throughout the term of this Agreement and any extension thereof. Lessor
further agrees to provide Lessee prior to execution of this Agreement an
up-to-date title commitment, in the amount of One Million, Two Hundred Thousand
Dollars ($1,200,000.00), showing marketable title to The Property in the
Andrianakos Limited Liability Company except for the encumbrances listed in
subparagraph 1), 2), 3), 4), 5), 6) and 7). As
part of the closing associated with the execution of this Agreement Lessor will
furnish all requirements specified in said title commitment. Lessor agrees that
during the term of this Agreement or any renewal, it may not use The Property
for any collateral or security purposes if said use would in any way interfere,
encumber, or proport to be superior to Lessee’s use and enjoyment of the
leasehold which is the subject of this Agreement.


 


The parties recognize the portion of Lot 1, Block 50
which is West of the Eastern Twenty (20) feet described as part of The Property
is the subject of a quiet title action pending in Gilpin County, District
Court, which action was initiated by the Lessor. If Lessor, within One (1) year
of the date hereof can deliver Lessee marketable unencumbered title to said
westerly portion of Lot 1, Lessee at its sole option may agree to add said land
to this Agreement. If the said land is added to this Agreement, the


 


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base
rental rate set forth in paragraph A-3 herein above will be increased in
proportion to the ratio of the size of said westerly portion of Lot 1 bear to
The Property as described in Exhibit A.


 


B-6.                 CORPS or EPA Permits. Lessor represents and warrants that other
than possible request for a drainage easement upon Lot 12 no U.S. Army Corps of
Engineers and/or U.S. Environmental Protection Agency permits or permissions
are required before The Property may be used as  contemplated by this Agreement. However, if
other permits or permission are necessary in the future for use of The Property
as contemplated by this Agreement, which necessity is not the result of
Lessee’s actions, it will be the Lessor’s responsibility to obtain the same.
All rental payments to Lessor will be abated during the time it takes for the
Lessor to obtain any such necessary permits or permission. Lessor will retain
any causes of action it may have against any third party resulting from such
situation.


 


B-7.                 Grading and Finishing. The parties recognize that the portion of
The Property which was the subject of the Lower Lot Lease is graded and
surfaced for use as a parking lot. The parties further acknowledge that the
remaining portion of The Property have not been graded for parking lot purposes.
Therefore, the Lessee, at Lessee’s sole cost, agrees that if it uses The
Property for surface parking purposes it will be responsible for excavating the
remaining portion of The Property to a five (5%) percent grade. Thereafter, the
Lessee, at its sole cost, shall complete the finish grading (finish grading
defined as no more than plus or minus one-tenth of a foot), pave and provide
necessary drainage facilities, signage, painting, lighting, fencing, parking
lot attendant and  storage structures as deemed necessary by the
Lessee  for the remaining portion of The Property. The parties further
recognize that the City of Black Hawk or other regulatory agency may require a
retaining wall to be built behind the remaining portion of The Property. The
construction of any retaining wall or walls will be done by the Lessee at the
Lessee’s sole cost. Any such finished wall or walls must be approved by any and
all regulatory agencies, including the City of Black Hawk and deemed acceptable
by the Lessee’s insurance company, in the exercise of their good faith
discretion.


 


B-8.                 Relocation of Historical House. The parties recognize that an old house
exists on The Property. This house will be moved to a new site and relocated to
other property by the Lessor at its sole cost. Any restoration of the old house
itself, if any is done, will be paid by the Lessor. Notwithstanding any
movement of the house, the house shall remain the property of Lessor who shall
be responsible therefore. If Lessor, for reasons beyond its control, is unable
to move the old house off of The Property, and the Lessee requests, the parties
agree to renegotiate this Agreement as necessary to aleviate any adverse
effects upon the Lessee’s use of The Property.


 


B-9.                 Hazardous Substances. The Lessor represents it has obtained soil
reports showing the absence of contamination upon The Property. Nevertheless,
the


 


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parties recognize The Property is located in an area
that was the site of mining activities and that other parcels of property in
the area have been the subject of EPA Superfund actions or otherwise may be the
location of hazardous substances. If any hazardous substances, as such term is
defined in § 101(14) of CERCLA, 42 U.S.C. § 96-01(14), are found at any time at
The Property, Lessor will be given four (4) months to correct the
situation, then if the situation is not corrected, Lessee, at its option, may
terminate this Agreement, in whole or in part, and vacate the affected land. If
Lessee is unable to use The Property, all rental payments will be abated during
any cure period of up to four (4) months. Upon any termination, any
improvements made upon the land will remain but the Lessee will be without any
further responsibility for any payment of rent or other performance under this
Agreement for the pro rata portion of The Property so affected.


 


B-10.           Utilities/Services. Lessee shall be
responsible and hold the Lessor harmless for the costs, including installation,
of any and all utility services requested by Lessee regarding The Property.
This provision includes, without limitation, electricity, telephone, trash
removal, water and sanitary sewage, including portable toilet facilities.


 


B-11.           Proof of Liability
Insurance.
Lessee shall furnish Lessor with proof of Lessee’s liability insurance coverage
for its operations on The Property at six (6) month intervals. Lessor will
also be made an additionally named insured. If Lessee fails to provide a
periodic proof of coverage, it will have thirty (30) days from the receipt of
such notice from Lessor to provide said proof. The minimum coverage shall be:
1) from the Lessee itself - garagekeepers $250,000.00 and general liability
$1,000,000.00 on The Property and any improvements; and, 2) from Lessee’s valet
service - garage liability $1,000,000.00.


 


B-12.           Compliance with Law. Lessee agrees not
to use The Property for any purpose prohibited by the laws of the United
States, Colorado or the Ordinances of the City of Black Hawk. Lessee further
agrees to keep sidewalks in front of and around The Property, and The Property
itself, free from ice and snow, litter, dirt, debris, and other obstructions
and to keep them clean and in a sanitary condition as required by applicable
laws and regulations.


 


B-13.           Damage to Property. In the event The
Property becomes untenable due to damage by flood, earthquake, landslide or
acts of God, which acts are not caused by the Lessee, and the Lessor is unable
to affect a repair thereof within Three (3) months of the date of any such
occurrence, this Agreement may be thereupon terminated, in whole or in part, by
the Lessee and the Lessee will have no further responsibility for payment or
rent or other performance under this Agreement or affected portion thereof. All
rental payments to the Lessor for the affected portion of The Property will be
abated during the time it takes Lessor to repair.


 


B-14.           Eminent Domain. In the event The
Property, or any part thereof, is acquired by the exercise of the power of
eminent domain, or pursuant to an agreement


 


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in
lieu of the exercise of the power of eminent domain, the rental and all other
obligations and conditions under the Agreement shall be abrogated for that part
of the land acquired, but on that part of the land that is not pro rated said
rents, obligations and conditions shall remain in force and of full effect. These rents and
other obligations and conditions continuing, however, until the occupancy is
surrendered to the acquiring party. The Lessee, however, shall be entitled to
share in the award or settlement for compensation and damages for the
diminished value of that part of the leasehold that was not acquired. The
Lessee shall be entitled in said award or settlement to all compensation for
any improvements it constructed on The Property. The Lessor shall be entitled
in said award or settlement to compensation for the land, both leasehold and
remainder, that are acquired or were threatened to be acquired and for the
diminished value of that part of the remainder which was not acquired. The
parties realize in the event of the threat of or the exercise of the power of
eminent domain, it may be necessary to obtain separate appraisals to determine
the Lessor’s and Lessee’s interests, after the value of the parcel as a whole
has been determined.


 


B-15.           Access. The Lessor will be
permitted reasonable access to The Property for inspection purposes during
normal business hours (8:00 a.m. to 5:00 p.m., Monday through Friday,
excluding holidays) except for any access necessitated by an emergency.


 


B-16.           Notices. Any and all notices,
demands or other communications required or desired to be given under the
provisions of this Agreement shall be given in writing, delivered personally,
sent by registered or certified mail return receipt requested postage prepaid,
or by telefax addressed as follows:


 


	
   

  	
  LESSEE:

  	
  Anchor
  Gaming

  
	
   

  	
   

  	
  815
  Pilot Road, Suite G

  
	
   

  	
   

  	
  Las
  Vegas, Nevada 89119

  
	
   

  	
   

  	
  Attention:  General
  Manager, Gaming Operations

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telefax:    (702)
  896-6221

  
	
   

  	
   

  	
  Telephone:  (702)
  896-7568

  
	
   

  	
   

  	
   

  
	
   

  	
  LESSOR:

  	
  Andrianakos
  Limited Liability Company

  
	
   

  	
   

  	
  7472
  South Odessa Circle

  
	
   

  	
   

  	
  Aurora,
  Colorado 80016

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:  (303)
  680-1804

  



 


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  with
  a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Andrianakos Limited Liability Company

  
	
   

  	
   

  	
  c/o 1790 30th Street, Suite 305

  
	
   

  	
   

  	
  Boulder, Colorado 80301

  
	
   

  	
   

  	
  Attention: Dennis L. Blewitt, Esq.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telefax:  (303)
  444-6349

  
	
   

  	
   

  	
  Telephone: (303) 449-8772

  



 


or such other address as either party may designate
from time to time by written notice to the other party. Notice shall be
effective upon transmission.


 


B-17.           Waiver of Breach. The waiver of any
breach of any of the provisions of this Agreement by either party shall not
constitute a continuing waiver of any subsequent breach of said party of either
the same or any other provision of this Agreement.


 


B-18.           Entire Agreement. This Agreement
represents the entire agreement of the parties with respect to the subject
matter hereof, and neither the Lessee nor the Lessor have relied on any other
fact or representation not expressly set forth herein,


 


B-19.           Paragraphs
Interrelated.
Each paragraph of this Agreement is interrelated to the other paragraphs and is
not severable except by mutual consent of the parties.


 


B-20.           Modifications. This Agreement may
be modified, amended, or changed in whole or in part only by an agreement in
writing, duly authorized and executed by both the Lessee and Lessor with the
same formality as this Agreement.


 


B-21.           Binding on Successors. The terms and
conditions of this Agreement will be binding and obligatory upon the heirs,
successors and assigns of either party. Upon assignment to a qualified assignee
the assignor will be released from any further obligations under this
Agreement.


 


B-22.           Recordation. Following the
execution of this Agreement, the Lessee may cause it, or a memorandum thereof,
to be recorded in the Gilpin County Clerk and Recorder’s Office in Central
City, Colorado.


 


B-23.           Governing Law. This Agreement and
its application shall be construed in accordance with the laws of the State of
Colorado.


 


B-24.           Headings for
Convenience Only.
Paragraph headings and titles contained herein are intended for convenience and
reference only and are not intended to define, limit, or describe the scope or
intent of any provision of this Agreement.


 


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B-25.           Arbitration. The parties agree to
resolve any disputes arising out of this Agreement through binding arbitration.


 


B-26.           Attorneys’ Fees.
In the event of any arbitration or litigation arising out of this Agreement,
the party prevailing shall be entitled, in addition to other damages or costs,
to receive attorneys’ fees from the other party.


 


B-27.           Sublease. The Lessee may
sublease The Property for any purposes with the permission of the Lessor, which
permission shall not be unreasonably withheld, especially if the proposed
sublease is for parking lot purposes or for continuation of the purposes
associated with any structure constructed or maintained upon The Property.


 


B-28.           Agreement Not to Compete.
For the term of this Agreement and any renewal thereof, the Lessor, and its
members individually, except for Dennis L. Blewitt, agree  they will not in any way operate or participate to a significant degree
in the management of any competing gaming casino which casino is located within
the City of Black Hawk,
Colorado.


 


B-29.           Lessee’s Financial Statement.
Lessee agrees it will provide, upon Lessor’s request, but no more frequently
than annually, a copy of its financial statement and any 8-K, 10-K or 10-Q
reports.


 


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  LESSEE

  	
   

  	
  LESSOR

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ANCHOR COIN, INC., D/B/A

  COLORADO CENTRAL STATION

  CASINO, INC.

  	
   

  	
  ANDRIANAKOS LIMITED LIABILITY

  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ioannis Andrianakos

  
	
  By: 

  	
   /s/ Stanley E. Fulton

  	
   

  	
   

  	
  Ioannis Andrianakos, Managing Member

  
	
   

  	
  Stanley E. Fulton, Chief Executive Officer

  	
   

  	
   

  



 


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