Exhibit 10.46


 


ADDENDUM

TO

LEASE AND AGREEMENT-SPRING 1995

(LOWER LOTS)


 


	
   

  	
  This Addendum to Lease Agreement-Spring 1995 Lower Lots hereinafter
  (“Addendum”) is made this 4th day of April, 1996 

  
	
  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 that certain Lease
  and Agreement-Spring 1995 (Lower Lots) dated 

  
	
  August 15, 1995, recorded at Book 590, Page 086, Gilpin
  County Clerk and Recorder’s office hereinafter (“Lease”); and,

  
	
   

  	
   

  
	
   

  	
  WHEREAS, the parties wish to modify certain terms of the Lease
  concerning specific portions of the property hereinafter 

  
	
  described and the parties further wish to add additional property to
  the leasehold of the Lessee as more thoroughly described hereinafter.

  



 


	
   

  	
  NOW THEREFORE, be it agreed as follows:

  
	
   

  	
   

  
	
  1.

  	
  Property Identification.

  
	
   

  	
   

  
	
   

  	
  The following described properties are the subject of this Addendum.

  
	
   

  	
   

  
	
   

  	
  1.1.

  	
   

  	
  Balance Lot 1. Block 50. The Lease included
  the Easterly 20 feet of Lot 1, Block 50, City of Black Hawk. The remaining
  portion of Lot 1, Block 50 was not part of the Lease because of a competing
  claim of ownership made by other parties at the time of the execution .of
  the Lease. Lessor has now resolved those completing claims. Lessor owns and
  has marketable title to all of Lot 1, Block 50. Accordingly, the balance of
  Lot 1, Block 50 not leased to Lessee under the Lease (hereinafter “Balance Lot
  1, Block 50”) which is more thoroughly described in Exhibit A attached
  hereto, is the subject of this Addendum.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.2.

  	
   

  	
  Gabriel Spalti Portion. Lessee pursuant to
  certain leases executed in 1993 and 1994 purported to lease to Lessor a
  portion of the Gabriel Spalti Tract Mining Claim, (hereinafter “Gabriel
  Spalti Portion”) which the property is more thorough described in
  Exhibit A attached hereto. Additionally, Subparagraph B-5. 7) of the
  Lease referenced that the Gabriel Spalti Portion might be a part of the
  property addressed in the Lease. Nevertheless, it was later determined the
  Lessor did not have title to the Gabriel Spalti Portion. Lessor did make a
  payment of $50,000.00 to the then owner of the Gabriel Spalti Portion.
  Subsequently, Lessee recently obtained title to the Gabriel Spalti Portion
  and such property is addressed in this Addendum.

  



 

















 


	
   

  	
  1.3.

  	
   

  	
  Lot 15, Block 49. Lessor may have recently acquired Lot 15, Block 49, City of Black
  Hawk hereinafter (“Lot 15, Block 49”), which is more thoroughly described in
  Exhibit A attached hereto. To the extent that it exists Lot 15, Block 49
  is West of and immediately adjacent to Balance Lot 1, Block 50. This property
  is also the subject of this Addendum.

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Disclaimer and Quit Claim

  
	
   

  	
   

  
	
   

  	
  Lessor
  disclaims, in favor of Lessee any and all interest in the Gabriel Spalti
  Portion. Lessor has remised, released, sold, conveyed and Quit Claimed, and
  by these presents does remise, release, sell, convey and Quit Claim unto
  Lessee, it successors and assigns forever, all right, title, interest, claim
  and demand which the Lessor has in and to the Gabriel Spalti Portion,
  together with improvements, if any, situate, lying and being in the County of
  Gilpin, State of Colorado as described in Exhibit A. By its signature hereto
  Lessor acknowledges Lessee as owner to have and to hold the Gabriel Spalti
  Portion together with all and singular the appurtenances and privileges
  thereunto belonging, or in anywise thereunto appertaining, and all the
  estate, right, title, interest and claim whatsoever, of the Lessor, either in
  law or equity, to the only proper use, benefit and behoof of the Lessee, its
  successors and assigns forever.

  
	
   

  	
   

  
	
  3.

  	
  Lease of Balance Lot 1, Block 50.

  
	
   

  	
   

  
	
   

  	
  The
  Lease at paragraph B-5 gave the Lessee the option to add the Balance Lot 1,
  Block 50 to its leasehold
  provided the Lessor obtained
  marketable title thereto within one year of the date of the execution of the
  Lease. The Lessor has obtained such marketable title. Accordingly, the
  parties agree to add Balance of Lot 1, Block 50 to the leasehold estate
  conveyed to the Lessee under the Lease. The parties further agree Balance Lot
  1, Block 50 contains approximately 2,765 square feet and that per the Lease
  the base rent to be paid, exclusive of any rental rate indexing, will
  increase to $104,500.00 per month.

  
	
   

  	
   

  
	
  4.

  	
  Addition of Lot 15, Block 49.

  
	
   

  	
   

  
	
   

  	
  To
  the extent that it exists, and to the extent Lessor has title thereto, Lot
  15, Block 49 is added to the leasehold estate conveyed to the Lessee under
  the Lease. The parties further agree there shall be no change in the rental
  rate to the Lease as a result of this addition.

  
	
   

  	
   

  
	
  5.

  	
  Adequate Consideration.

  
	
   

  	
   

  
	
   

  	
  The
  parties hereto each agree and acknowledge their mutual promises and covenants
  as herein set forth are adequate and sufficient consideration for the
  execution of this Addendum.

  
	
   

  	
   

  
	
  6.

  	
  Lease Provisions Remain.

  
	
   

  	
   

  
	
   

  	
  Except
  as specifically modified in this Addendum, all other terms, conditions
  covenants and promises of the Lease remain in full force and effect, and will
  further control the operation and interpretation of both the Lease and this
  Addendum.

  



 


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  7.

  	
  Term, Renewal and Cancellations.

  
	
   

  	
   

  
	
   

  	
  The term, renewal and cancellation provisions of
  the Lease apply to the property added by this Addendum to the leasehold
  estate conveyed to the Lessee under this Lease.

  
	
   

  	
   

  
	
  8.

  	
  Warranty and Title.

  
	
   

  	
   

  
	
   

  	
  8.1

  	
   

  	
  Marketable Title.      Lessor
  warrants and represents that it has unencumbered marketable title to Balance
  Lot 1, Block 50 which property is added to the leasehold estate of the Lessee
  except the following: A) the encumbrances listed in subparagraph B-5. 1) of
  the Lease relating to Lessor’s loan from the Bank of Cherry Creek; and, B)
  Deed of Trust recorded in Gilpin County, Book 586, Page 168 (“Deed of Trust”) in favor of Thomas W. Woodall and Sandra R. Woodall
  (“Woodalls”); however, as set  forth in that
  certain Settlement Agreement dated August 18, 1995 between Lessor and
  Woodalls which Settlement Agreement is attached to and made part of that
  certain Stipulated Motion to Dismiss in District Court, Gilpin County, Case
  No. 94-CV-86, and in the Deed of Trust itself, Lessor further warrants
  the Woodalls’ Deed of Trust is subordinate to the Lease and this Addendum.
  Lessor acknowledges its agreements in the Lease not to request or obtain any
  further advances from the Bank of Cherry Creek secured by the property which
  is the subject of the Lease and not to use the property which is the subject
  of the Lease for any collateral or security purposes if said use would
  interfere, encumber or purport to be superior to Lessee’s use and enjoyment
  of the leasehold also applies to all of the property which is the subject of
  this Addendum. Lessor further acknowledges Lessee’s option right to cure any
  default of Lessor concerning the aforementioned obligations, and right to set
  off the costs of any such cure, also apply fully to the property which is the
  subject of this Addendum.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.2

  	
   

  	
  Title Insurance Policies.      Lessor agrees
  that it will provide to Lessee, at Lessor’s sole cost, within 30 days of the
  execution of this Addendum a title insurance policy evincing said marketable
  title to the Balance Lot 1, Block 50.

  



 


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  LESSEE  

  	
   

  	
  LESSOR

  
	
   

  	
   

  	
   

  
	
  ANCHOR COIN, INC., D/B/A

  COLORADO CENTRAL STATION

  CASINO, INC.

  	
   

  	
  ANDRIANAKOS LIMITED LIABILITY

  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Stanley E. Fulton

  	
   

  	
  By:

  	
  /s/ Ioannis Andrianakos

  
	
  Stanley E. Fulton,

  	
   

  	
  Ioannis Andrianakos,

  
	
  Chief Executive Officer

  	
   

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
  STATE OF COLORADO

  	
  )

  	
   

  	
   

  	
   

  
	
   

  	
  )
  ss.

  	
   

  	
   

  	
   

  
	
  COUNTY OF

  	
  Denver

  	
   

  	
  )

  	
   

  	
   

  	
   

  
									



 


The foregoing instrument was acknowledged
before me this 3rd day of April, 1996, by Ioannis Andrianakos,
Managing Member on behalf of the Andrianakos Limited Liability Company, Lessor.


 


Witness my hand and official seal.


 


	
   

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
  Notary Public

  



 


	
  My commission expires:

  	
  September 7, 1999

  	
   

  
	
   

  
	
  (SEAL)

  	
   

  
				



 


 


	
  STATE OF NEVADA

  	
  )

  	
   

  	
   

  	
   

  
	
   

  	
  )
  ss.

  	
   

  	
   

  	
   

  
	
  COUNTY OF CLARK

  	
  )

  	
   

  	
   

  	
   

  



 


The foregoing instrument was acknowledged
before me this 4th day of April 1996, by Stanley E. Fulton, Chief
Executive Officer, on behalf of Anchor Coin, Inc., d/b/a Colorado Central
Station Casino, Inc., Lessee.


 


Witness my hand and official
seal.


 


	
   

  	
  /s/ SUSAN A. DELZER

  
	
   

  	
  Notary Public

  



 


	
  My commission expires:

  	
  January 17, 1997

  	
   

  	
  

  	
  SUSAN A. DELZER

  
	
   

  	
   

  	
  Notary Public - State of Nevada

  
	
   

  	
   

  	
  Appointment Recorded In Clark County

  
	
   

  	
   

  	
  My Appointment Expires [ILLEGIBLE]

  
	
  (SEAL)

  



 


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