Exhibit No. 10.3


 


MASTER LEASE


 


THIS
MASTER LEASE (the “Lease”) is made and entered into this
11th day of January, 2008 (the “Effective Date”), by and between
GANASTE, LLC a Nevada limited liability company (“Landlord”) and
SPEAKEASY GAMING OF LAS VEGAS, INC., a Nevada corporation  (“Tenant”).  Capitalized terms used herein and not
otherwise defined shall have the meanings provided in the Glossary attached
hereto.


 


RECITALS


 


A.            Landlord is the owner of the real property located at
3227 Civic Center Drive, North Las Vegas, Nevada, identified as Clark County
Assessor’s Parcel Numbers 139-11-803-002, 139-11-815-001 and 139-11-815-003, as
more particularly described on Exhibit A attached hereto, upon
which a hotel and casino commonly known as the Ramada Inn Speedway Hotel and
Casino (the “Hotel Casino”) is located, including all fixtures
permanently attached to the realty and located therein or thereon as of the
Effective Date (the “Real Property”); and


 


B.            Landlord desires to lease to Tenant
and Tenant desires to accept and lease from Landlord the Real Property for
Tenant’s operation of the Hotel Casino, subject to the terms and conditions
more particularly described herein.


 


AGREEMENT


 


1.             REAL PROPERTY.


 


1.1           Real Property. 
Upon the conditions, limitations, covenants and agreements herein set
forth, Landlord hereby leases to Tenant, and Tenant hereby accepts and leases
from Landlord the Real Property.


 


1.2           Future Reservations.  This Lease shall be subject to all existing
and future covenants, conditions, restrictions, reservations and easements now
or hereafter recorded against the Real Property.  Notwithstanding the foregoing, except as
otherwise expressly permitted herein, neither the Landlord nor the Tenant shall
cause or consent to any future covenants, conditions, restrictions,
reservations and easements without the consent of the other party, not to be
unreasonably withheld, conditioned or delayed.


 


1.3           Standards. 
Tenant covenants and agrees that it shall conduct all operations in or
with respect to the Real Property consistent with past business practices so as
to maintain the reputation and goodwill of the Hotel Casino.

















 


2.             TERM.


 


2.1           Commencement Date. 
The commencement date of this Lease (the “Commencement Date”)
shall be the “Closing Date”, as defined in and pursuant to that certain  Real Property Purchase and Sale Agreement,
dated January 11, 2008 by and between Landlord as “Purchaser” and
Speakeasy Gaming of Las Vegas, Inc., a Nevada corporation as “Seller” (the
“Real Property Agreement”).


 


2.2           Term.  The
initial term of the Lease (the “Initial Term”) shall be for Two Hundred
Forty (240) days beginning on the Commencement Date unless earlier terminated
in accordance with the terms and conditions set forth in this Lease.  Reference is made to that certain Asset
Purchase And Sale Agreement of even date hereof (the “Asset Agreement”) between
Tenant and Lucky Lucy D, LLC (“Lucky Lucy”). 
Landlord and Tenant agree that, if the transactions contemplated by the
Asset Agreement have not been consummated within the Initial Term, or if Lucky
Lucy has not assigned its interest under the Asset Agreement to a replacement
operator, the term of this Lease shall be extended for an additional Thirty
(30) days and the Landlord and Tenant shall negotiate in good faith to further
extend the lease.  The term of this
lease, taking into account the Initial Term and any extensions thereof, shall
be referred to herein as the “Term”.     
Landlord and Tenant further agree that, if the transactions contemplated
by the Asset Agreement have not been consummated within the Initial Term, or if
Lucky Lucy has not assigned its interest under the Asset Agreement to a
replacement operator, Tenant shall have a right of refusal to purchase the
property during the Three (3) month period following the expiration of
this Lease.


 


2.3           Assignment or Termination.  Landlord may at any time during the Term,
upon thirty (30) days written notice, either (i) cause Tenant to assign
this Lease  to Lucky Lucy D LLC, a Nevada
limited liability company (“Lucky Lucy”) or (ii) in the event that
Lucky Lucy has assigned its interest in the Asset Agreement to a replacement
operator which has assumed Lucky Lucy’s obligations under the Asset Agreement, (a) cause
Tenant to assign this Lease to such replacement operator or, alternatively,
terminate this Lease. Upon the assignment or termination of this Lease pursuant
to this Section 2.3, Tenant shall be released from all obligations
hereunder except as otherwise set forth in the Asset Purchase and Sale
Agreement.


 


                2.4           Holding Over. 
The parties recognize and agree that the damage to Landlord resulting
from any failure by Tenant to timely surrender the Real Property upon
expiration or other earlier termination of this Lease will be substantial, will
exceed the amount of the monthly installments of Rent (as defined below)
theretofore payable hereunder, and will be impossible to accurately
measure.  Tenant therefore agrees that if
possession of the Real Property is not surrendered to Landlord upon the
expiration or earlier termination of the Lease, then, as liquidated damages and
in lieu of any other rights or remedies Landlord may have hereunder or at law,
Tenant shall pay to Landlord for each month (and for each portion of any month)
during which Tenant holds over in the Real Property after the expiration of
earlier termination of this Lease, a sum equal to two times the Rent payable
under this Lease, plus any other additional rent payable by Tenant pursuant to
the terms of this Lease.  Nothing herein
contained shall be deemed to permit Tenant to retain possession of the Real
Property after the expiration or earlier termination of this Lease.  The acceptance by Landlord of any payments
from Tenant after the expiration or earlier termination of this Lease shall not
preclude Landlord from commencing and 

















 


prosecuting
a holdover, summary eviction or similar proceeding, nor shall any such
acceptance be deemed anything other than on acceptance of payment on account of
the amounts to be paid by Tenant in accordance with the provisions of this Section 2.3.


 


3.             RENT.


 


3.1           Rent. 
Beginning on the first (1st) day of the month immediately following the
Commencement Date and on the first (1st) day of each month during the Term thereafter,
Tenant shall pay to Landlord, without offset or deduction, monthly base rent
for the Real Property of Seventy Thousand and 00/100 Dollars ($70,000.00) (the “Rent”).  In the event the Commencement Date of this
Lease occurs on a day other than the first day of a calendar month, the Rent
for such partial calendar month shall be a prorated portion of a full monthly
installment of Rent, which shall be paid to Landlord on the Commencement
Date.  In the event this Lease expires or
is earlier terminated on a day other than the last day of a calendar month, the
Rent for such partial calendar month shall be a prorated portion of a full
monthly installment of Rent, and Tenant shall be reimbursed by Landlord for any
amounts applicable to the portion of the calendar month following the
expiration of the Term.


 


3.2           Payment.  All payments of Rent shall be payable by
Tenant to Landlord without offset and delivered in legal tender of the United
States of America at the address set forth for Landlord in Section 22.2 or
such other place as Landlord may, from time to time, designate in writing.


 


3.3           Late Charge.  If Tenant shall fail to pay Rent within five (5) days
after written notice from Landlord to pay rent, then the past due rent shall
bear interest at the Interest Rate (as defined below), from the due date
thereof until paid.  The amount of any
such interest shall be additional rent hereunder and shall be payable upon
demand.  The assessment and receipt of
interest as aforesaid shall be in addition to, and shall in no way be deemed to
limit, any other rights and remedies Landlord may have under this Lease or
otherwise for non-payment of Rent.  As
used herein, “Interest Rate” shall mean an interest rate equal to the
statutory rate of interest set forth in NRS § 99.040 or any successor statute.


 


4.             POSSESSION AND SURRENDER.


 


4.1           Acceptance. 
Tenant shall be deemed to have accepted the Real Property on Closing
Date of the Agreement.  Tenant represents
to Landlord that Tenant has examined the title to and the physical condition of
the Real Property prior to the execution and delivery of this Lease and has
found the same to be satisfactory for all purposes hereof, and Tenant accepts
the title and condition of the Real Property in their respective, present
condition “as is, where is, with all faults”. 
Landlord makes no representation or warranty with respect to the
condition of the Real Property or its fitness or availability for any
particular use, and Landlord shall not be liable for any latent or patent
defect therein.


 


4.2           Surrender. 
Within ten (10) days of the expiration or earlier termination of
the Term, at Landlord’s request, Tenant shall, at its sole cost and expense,
remove all of its personal property installed or placed in or on the Real
Property (collectively, “Tenant’s Property”) from the Real Property and
Tenant shall thereupon surrender the Real Property, including, without 

















 


limitation,
any improvements or repairs undertaken by Tenant and any other improvements to
the realty, in the same condition as on the Commencement Date, reasonable wear
and tear excepted.


 


5.             USE OF REAL PROPERTY.


 


5.1           Use of Real Property.  The Real Property are leased to Tenant solely
for conducting the business of operating the Hotel Casino and all other
purposes necessary or incidental thereto.


 


5.2           Maintenance. 
Except as provided for elsewhere herein, Tenant shall keep and maintain,
at Tenant’s sole cost and expense, in good order, condition and repair,
reasonable wear and tear excepted and as historically maintained, all Real
Property. Nothing in this Section 5.2 shall require Tenant to build any
improvements on the Real Property.  In
the event that Tenant fails to satisfy its obligations under this Section 5.2
to maintain the Real Property, Landlord may, after providing Tenant with ten (10) days
written notice, perform any reasonably required maintenance activities and add
to the Rent any maintenance costs resulting from maintenance services.  Nothing in this Section 5.2 shall
require the Tenant to make capital expenditures with respect to the Real
Property.


 


5.3           Use and Continuous Operation of the Real Property.  Tenant shall use and continuously operate the
Real Property during the Term with sound business practice, due diligence and
efficiency in accordance with Tenant’s past practice.  In addition to the FF&E, Tenant shall
provide, install and at all times maintain in the Real Property all suitable
Tenant’s Property necessary for the operation of the Hotel Casino in accordance
with the terms of this Lease.  If, during
the 240 Day Period Tenant fails to operate the Real Property for more than
twenty four (24) hours for any reason other than force majeure, (i) Landlord
may collect all Rent currently due or to become due during the 240 Day Period
and exercise Landlord’s default remedies as set forth in Section 20 of
this Lease and (ii) the Post-Closing Purchase Price Payment defined in Section 4.2
of the Asset Agreement shall be deemed forfeited by Tenant.


 


5.4           Non-Interference. 
Tenant shall not do, permit or suffer anything to be done, or kept upon
the Real Property which will obstruct or interfere with the rights of Landlord
or Landlord’s title to the Real Property. 
Landlord shall not do, permit or suffer anything to be done, or kept
upon the Real Property which will obstruct or interfere with the rights of
Tenant under the Lease.


 


5.5           Compliance With Easements.  The use of the Real Property by Tenant, its
Affiliates, agents, employees, servants, contractors, licensees, customers or
business invitees, shall at all times be in compliance with all covenants,
conditions and restrictions, easements, reciprocal easement agreements, and all
matters presently of public record or which may hereafter be placed of public
record (subject to Section 1.2), which affect the Real Property or any
part thereof.


 


5.6           Compliance With Laws.  Tenant shall, at its sole cost and expense,
comply with all Applicable Laws during the Term and affecting the Real Property
or Tenant’s use thereof.  Further, Tenant
shall not use the Real Property so as to create waste or constitute a nuisance
or disturbance.

















 


5.7           Hazardous Substances.  Tenant shall not use the Real Property for
the generation, storage, manufacture, production, releasing, discharge, or
disposal or any Hazardous Materials or allow or suffer any other Person to do
so.


 


5.8           Alterations.  Tenant shall not make any structural
alteration or replacement (whether interior or exterior, ordinary or
extraordinary) of any nature or description to the Real Property without having
first obtaining Landlord’s prior written approval thereof, which consent shall
not be unreasonably withheld, delayed or denied.  Tenant is authorized to make non-structural
alterations, repairs and replacements without the necessity of obtaining
Landlord’s written consent, but only on the condition that it provide prior
notice of such work so as to afford Landlord reasonable time to file notices of
nonresponsibility.


 


5.9           Signs.  Tenant shall not place or install any sign on
the exterior of the Real Property without first obtaining in each instance
Landlord’s prior written consent, which consent shall not be unreasonably
withheld or delayed; it being understood that any existing signs shall not be
prohibited hereunder.


 


6.             GAMING EQUIPMENT/LIQUOR.


 


6.1           Gaming. 
Tenant shall, at all times during the Term, be responsible for and
conduct Gaming Operations at the Hotel Casino (the “Casino”) and all
activities necessary or incidental thereto, including, without limitation:


 


(a)           Gaming Operations. 
Maintaining all necessary regulatory authorizations from the Nevada
Gaming Authorities;


 


(b)           Sports Book. 
Continue the provision of a sports book at the Casino as such sports
book is conducted as of the Commencement Date; and


 


(c)           Expenses.  Be
responsible for, and bear the expense of, all taxes, accounting, marketing,
advertising, special events, surveillance and maintenance associated with the
Gaming Equipment and the Gaming Operations.


 


6.2           Location. 
The location and selection of the Gaming Equipment on the Real Property
shall be at the sole discretion of Tenant.


 


6.3           Supervision of Minors.  Tenant shall be responsible at all times, in
accordance with Nevada Gaming Laws, to provide supervision at or near the
Gaming Equipment to prevent minors from playing the Gaming Equipment or
loitering in the Casino.


 


6.4           Title to Gaming Equipment.  The Gaming Equipment is and shall remain
Tenant’s Property at all times during the Term and shall not be deemed
fixtures, notwithstanding any attachment or connection thereof to any part of
the Real Property.  Landlord shall keep
the Gaming Equipment free of all taxes (other than taxes payable by Tenant
hereunder), liens, claims and encumbrances and shall defend and hold Tenant
harmless from all taxes, liens, claims or encumbrances caused by or
attributable to Landlord.  Landlord shall
give Tenant immediate notice of any encumbrance, attachment or other judicial
process that may reasonably or does affect the Gaming Equipment.

















 


6.5           Chips and Tokens. 
In connection with the termination of the Lease, Tenant shall be solely
responsible for the redemption of Tenant’s outstanding chips and tokens in
accordance with and pursuant to the provisions of Regulation §12.070 (the “Redemption
Regulation”).  In addition, Tenant
shall pay all costs, charges and fees, including, but not limited to,
reasonable attorney’s fees, incurred in connection with Tenant’s compliance
with the Redemption Regulation.  .


 


6.7           Liquor.  Tenant shall, at all times during the Term,
be responsible for and conduct the sale of liquor at the Hotel Casino (the “Liquor
Sales”) and all activities necessary or incidental thereto, including,
without limitation:


 


(a)           Liquor Sales. 
Maintain all licenses necessary for the Liquor Sales, comply with all
Applicable Laws, provide all equipment necessary or customary for the Liquor
Sales, and undertaking all Liquor Sales; and


 


(b)           Expenses.  Be
responsible for, and bear the expense of, all accounting, marketing,
advertising, special events, and maintenance associated with the Liquor Sales.


 


7.             MANAGEMENT
AND PERSONNEL OF TENANT.  Nothing herein
shall be deemed to be a contract for employment or create an employer-employee
relationship between Landlord and Tenant, or Landlord and any officer, director
or employee of Tenant. Nothing in this Lease shall be deemed to interfere with
Tenant’s right to hire, terminate or discipline its employees.


 


8.             UTILITIES; TAXES.


 


8.1           Payment of Utilities.  As of the Commencement Date, Tenant shall
promptly pay all charges for fuel, gas, light, power, water, sewage, garbage
disposal, trash, telephone and other utilities and costs of every nature incurred
in connection with Tenant’s use and possession of the Real Property during the
Term, all of which shall be paid directly to the public utility or private
company supplying the same when due and without delinquency or, if the charges
therefor are billed to Landlord, Landlord will subsequently bill such charges
to Tenant at Landlord’s cost therefore calculated proportionally.  Landlord shall not be responsible for any
loss, cost, damage, expense or liability Tenant may sustain as a result of a
change in character of electric or other utility service or as a result of any
public or private company’s failure to supply or reduction in any of the
foregoing utility or other services to the Real Property.


 


8.2           Payment of Taxes. 
Landlord shall pay all federal, state, county, city, school district and
municipal taxes, all assessments, both general and special, including all
special charges, benefit assessments or judgments for local improvements and
all taxes, assessments or charges of every kind or nature which may be levied
against or may become due or payable in respect to the Real Property., Any
assessments, taxes and charges shall be paid directly by Landlord to the
applicable taxing authority  when due and
written evidence of timely payment thereof shall be provided by Landlord to
Tenant promptly after payment upon request by Tenant.  Tenant shall be responsible for that portion
of the assessments, taxes and charges that are due or accrue ) prior to the
term of the Lease if they relate to Tenant’s occupation of the Real Property
and/or operation of the Hotel Casino. . 
In the event that Landlord fails to satisfy its obligations under this Section 8.2
to pay taxes, the Tenant may, after providing the Landlord with ten (10) 

















 


days
written notice, pay such unpaid  taxes
(and any interest and penalties thereon) directly to the applicable taxing
authorities and to deduct the amount paid from the Rent.


 


9.             INSURANCE.


 


9.1           Property Insurance. 
Landlord shall, at all times during the Term and at its own expense,
carry fire insurance and full extended coverage protection on the improvements
to the Real Property.  Such insurance
protection shall cover losses in aggregate amounts of not less than one hundred
percent (100%) of the full insurable value thereof, with a full replacement
cost rider, endorsed and attached thereto. 
The proceeds of such policy shall be payable to the parties as their
interests may appear.


 


9.2           Liability Insurance.  Tenant shall, at all times during the Term
and at its own expense, maintain in full force and effect policies of liability
insurance in an amount not less than One Million Dollars ($1,000,000.00)
combined single limit for bodily damage and property damage per occurrence and
Two Million Dollars ($2,000,000.00) in the aggregate.  Such policies of insurance shall include
coverage, whether by endorsement or by separate policy, liquor liability (dram
shop) insurance with limits no less than those set forth above.  The insurance required to be provided by the
provisions of this Section 9.2 may be provided under the terms of any
blanket liability insurance policy carried by Tenant and in such event, in
accordance with Section 9.5.1, Tenant shall furnish to Landlord a
certificate of insurance evidencing the fact of such insurance on or before the
Commencement Date.


 


9.3           Automobile Insurance.  Tenant shall, at all times during the Term
and at its own expense, maintain in full force and effect policies of
automobile liability insurance having a limit of One Million Dollars
($1,000,000) combined single limit for bodily injury and property damage
covering all owned, non-owned, and hired vehicles of the Tenant, and Landlord
shall be indemnified and protected against any and all claims for injuries or
damages, suffered or alleged to have been suffered by an Person or Persons by
vehicles owned, non-owned, or hired for use during the Term by or on behalf of
Tenant.


 


9.4           Workers’ Compensation; Employer’s Liability.  Tenant shall, at all times during the Term
and at its own expenses, maintain in full force and effect workers’
compensation insurance in accordance with Applicable Laws.  and Landlord shall be indemnified and
protected against any and all claims for injuries or damages, suffered or
alleged to have been suffered by an employee of Tenant.


 


9.5           Insurance Policies — General.


 


9.5.1        Payment of Premiums; Evidence.  Landlord or Tenant, as the case may be, shall
pay all premiums for each policy of insurance required by this Article 9
when due.  Landlord and Tenant have
heretofore forwarded, and from time to time shall forward, to the other party
duplicate originals of certificates of insurance, together with true, correct
and complete copies of all such insurance policies, including renewal and
replacement policies, together with written evidence that the premiums
therefore have been paid in full.

















 


9.5.2        Cancellation. 
Each policy of insurance required from a party by this Article 9
shall provide that the same may not be cancelled upon less than thirty (30)
calendar days prior written notice to the other party.  A party procuring insurance shall direct its
insurance carriers to send copies of any and all notification of pending
cancellation of insurance for any purpose whatsoever direct to the attention of
the other party at least thirty (30) calendar days prior to cancellation.


 


9.5.3        Subrogation. 
Each policy of insurance required by this Article 9 shall contain
an express waiver of any and all right of subrogation thereunder against
Landlord or Tenant, as the case may be, and their respective agents, employees,
servants or contractors.  All such
policies shall be written as primary policy and not contribution with or in
excess of the coverage, if any, that Landlord or Tenant may carry.  Any provision of this Lease notwithstanding,
the amounts of all insurance required hereunder to be paid by Landlord or
Tenant, as the case may be, shall be not less than an amount sufficient to
prevent Landlord and/or Tenant from becoming a co-insurer.


 


9.5.4        Hazardous Activities. 
Tenant shall not use or occupy, or permit the Real Property to be
occupied or used, in an manner which will increase the rates of any insurance
for the Real Property or the overall development within which the Hotel Casino
is situated or that will make void or voidable any insurance then in force with
respect to the Real Property or the overall development within which the Hotel
Casino is situated, or which will make it impossible to obtain fire or other
insurance with respect to the Real Property or the overall development within
which the Hotel Casino is situated.  If
Tenant shall fail to comply with the provisions of this Section 9.5.4,
such noncompliance may be deemed, in Landlord’s sole discretion, to be an Event
of Default hereunder and Tenant shall indemnify Landlord for any increases in
insurance premium charged to Landlord as a result of Tenant’s noncompliance
with Section 9.5.4.


 


9.5.5        No Prohibited Activity.  Tenant agrees that it will not keep, use,
sell or offer for sale in or upon the Real Property any article or permit any
activity which may be prohibited by any standard form of insurance policy.  Tenant agrees to pay any increase in premiums
for insurance which may be carried by Landlord on the Real Property or the
overall development in which the Hotel Casino is situated, resulting from the
type of operations, of merchandise sold, or services rendered by Tenant or any
of its activities in or about the Real Property, whether or not Landlord has
consented to the same.  Notwithstanding
any provision in this Section 9.5.5 to the contrary, gaming shall not be
considered a prohibited activity for purposes of this Section 9.5.5.


 


9.5.6        Additional Insureds. 
Each policy of insurance required by this Article 9 shall name
Landlord or Tenant, or their successors or Affiliates as an additional insured
thereunder.  All insurance (other than
Workers’ Compensation) obtained by tenant shall be primary and non-contributory
as respects any insurance carried by Landlord.


 


10.           LIENS.


 


                Tenant shall at all times indemnify, save and hold
Landlord, the Real Property and the leasehold created by this Lease free of and
harmless from any claims, liens, demands, charges, 

















 


encumbrances, litigation and
judgments arising directly or indirectly out of any use, occupancy or activity
of Tenant, or out of any work performed, material furnished, or obligations
incurred by Tenant in, upon or otherwise in connection with the Real
Property.  Tenant shall, at its sole cost
and expense, within thirty (30) calendar days after filing of any lien of
record, obtain the discharge and release thereof.  Provided, however, if Tenant disputes the
validity of any lien, Tenant shall be given a reasonable amount of time to
resolve such dispute and obtain the discharge and release of such lien.


 


11.           INDEMNIFICATION.


 


11.1         Indemnification by Tenant.  Tenant hereby indemnifies, saves and holds
Landlord, the Real Property, and the leasehold estate created by this Lease
free of and harmless from any and all liabilities, losses, costs, expenses,
including reasonable attorneys’ fees (at trial and on appeal), causes of
action, suits, judgments, claims, liens and demands of any kind whatsoever in
connection with, resulting from or arising out of or by reason of any direct or
indirect use, misuse, occupancy, possession, act, omission or negligence of,
Tenant, its agents, employees, servants, contractors, subtenants, licensees,
customers or business invitees while in, upon, about or in any way connected
with the Real Property, or the overall development in which the Real Property
is situated or arising from any accident, injury or damage, howsoever and by
whomsoever caused, to any Person or property whatsoever, occurring in, upon,
about or in any way connected with the Real Property or any portion
thereof.  Tenant’s indemnification
obligations shall include all obligations and liabilities arising from Tenant’s
occupation of the Real Property (whether prior to or during the Term) and all
matters pertaining to Tenant’s employees, including any failure by Tenant to
comply with the Worker Adjustment and Retraining Notification Act of 1988 and
analogous state and local law.


 


11.2         Indemnification by Landlord.  Landlord hereby indemnifies, saves and holds
Tenant, the Real Property, and the leasehold estate created by this Lease free
of and harmless from any and all liabilities, losses, costs, expenses,
including reasonable attorneys’ fees (at trial and on appeal), causes of
action, suits, judgments, claims, liens and demands of any kind whatsoever in
connection with, resulting from or arising out of or by reason of any
intentional act, omission or negligence of, Landlord, its agents, employees,
servants, contractors, licensees, customers or business invitees while in,
upon, about or in any way connected with the Real Property.


 


12.           SUBORDINATION.


 


12.1         Subordination by Tenant.  Tenant agrees upon request of Landlord to
subordinate this Lease and its rights hereunder to the lien of any mortgage,
deed of trust or other encumbrance, together with any renewals, extensions or
replacements thereof, now or hereafter placed, charged or enforced against the
Real Property, or any portion thereof, or the overall development within which
the Hotel Casino is situated, and to execute and deliver at any time, and from
time to time, upon ten (10) calendar days written demand by Landlord, such
documents as may be reasonably required and mandatory to effectuate such
subordination; provided, however, Tenant shall not be required to effectuate
such subordination, unless the mortgagee or beneficiary named in such mortgage,
deed of trust, or other encumbrance shall first provide Tenant with a
Non-Disturbance Agreement, in form and substance reasonably acceptable to 

















 


Tenant,
providing that, so long there is no Event of Default, that neither this Lease
nor any of the rights to Tenant hereunder shall be terminated or modified or be
subject to termination or modification.


 


12.2         Deemed Prior Lien. 
In the event that the mortgagee or beneficiary of any such mortgage,
deed of trust, or other encumbrance 
elects to have this Lease deemed a prior lien to its mortgage, deed of
trust, or other encumbrance, then and in such event, upon such mortgagee’s or
beneficiary’s giving written notice to Tenant to that effect, this Lease shall
be deemed a prior lien to such mortgage, deed of trust, or other encumbrance,
whether this Lease is dated prior to or subsequent to the date of recordation
of such mortgage, deed of trust, or other encumbrance.


 


12.3         Attornment. 
Tenant shall, in the event any processes are brought for the foreclosure
of the Real Property or in the event of exercise of the power of sale under any
mortgage covering the Real Property or termination of any ground lease, attorn
to the purchaser upon such foreclosure or sale, and recognize such purchaser as
Landlord under this Lease.


 


13.           ASSIGNMENT AND SUBLETTING.


 


                During the period of two hundred forty (240) days
following the Commencement Date, Tenant shall not assign, transfer, mortgage,
pledge, hypothecate or encumber this Lease nor the leasehold estate hereby
created or any interest herein, or sublet the Real Property or any portion
thereof, or license the use of all or any portion of the Real Property without
the prior express written consent of the Landlord, exercisable in Landlord’s
sole discretion and in accordance with all Applicable Laws.  In addition, a change in “Control” of Tenant
shall be deemed an assignment of this Lease. 
As used herein, the term “Control” shall mean: (x) ownership,
directly or indirectly, of at least fifty (50%) percent of all the partnership
or other beneficial interests in Tenant, or (y) the power to direct the
management and policies of Tenant. 
Landlord hereby consents to the collateral assignment by Tenant of this
Lease to Wells Fargo Bank, N.A. or to any replacement lender.  Landlord further consents to the space leases
entered into by Tenant in the ordinary course of business, provided that such
space leases may be terminated, without penalty, by thirty (30) days prior
notice.


 


14.           FINANCIAL RECORDS OF BUSINESS.  [Intentionally Deleted].


 


15.           OPTION TO PURCHASE. [Intentionally Deleted]


 


16.           DAMAGE; DESTRUCTION;
CONDEMNATION.


 


16.1         Continuation of Rent. 
Should the Real Property be damaged or destroyed to the extent that such
damage or destruction substantially interferes with the operations of the Hotel
Casino and was not caused by the fault or negligence of Tenant, or its
Affiliates, agents, employees, servants, contractors, licensees, customers or
business invitees, either Landlord or Tenant shall have the option to terminate
this Lease by notifying the other party of such election in writing within
thirty (30) calendar days after such damage or destruction; provided, however,
if Tenant notifies Landlord in writing within thirty (30) calendar days of such
damage or destruction of Tenant’s election to restore or repair the Real
Property and proceeds to and does restore or repair the Real Property with all
reasonable diligence, at its sole expense, to the
















 


condition
in which they were immediately prior to such destruction or damages, the Lease
shall not terminate, but shall continue in full force and effect.  During any period of reconstruction, Tenant’s
obligations under this Lease shall continue, but rent shall be abated to the
extent (and only in a proportionate amount) that the Real Property is
non-usable.


 


16.2         Partial Condemnation. 
If a partial portion of the Real Property shall be taken by
condemnation, then a just portion of the Rent shall be abated according to the
nature and extent of the taking, appropriation and/or injuries sustained by the
Real Property, including the portion required by Tenant to make such
restoration or repairs necessitated by the taking, from the time of such
taking, appropriation or injury until restoration.  Except for such abatement, Tenant shall not
participate in any other respect in any part of the condemnation award that may
be made.  Nothing herein contained,
however, shall preclude Tenant from asserting as against the condemning
authority its claim for injury or damages occasioned by such condemnation to
Tenant’s Property or the operations of the Hotel Casino provided the same does
not decrease Landlord’s condemnation award.


 


16.3         Full Condemnation. 
If the entire Real Property shall be taken by condemnation, or a partial
portion of the Real Property shall be taken by condemnation and the portion
remaining is not reasonably susceptible to the operations of the Hotel Casino,
either Landlord or Tenant shall have the option to terminate this Lease by
notifying the other of such election in writing within thirty (30) calendar
days after such taking, Tenant shall not participate in any other respect in
any part of the condemnation award that may be made.  Nothing herein contained, however, shall
preclude Tenant from asserting as against the condemning authority its claim
for injury or damages occasioned by such condemnation to the Tenant’s Property
or the operations of the Hotel Casino provided the same does not decrease Landlord’s
condemnation award.


 


17.           RIGHT OF ACCESS.


 


Subject to Nevada Gaming
Laws, Landlord and its authorized agents and representatives shall be entitled
to enter the Real Property at any reasonable time for the purpose of (a) observing,
posting or keeping posted thereon notices provided for hereunder, and such
other notices as Landlord may reasonably deem necessary or appropriate for
protection of Landlord, its interest or the Real Property; (b) inspecting
the Real Property or any portion thereof; and (c) inspecting the Real
Property relative to concerns over use, storage or disposal of Hazardous
Materials.  Entry into the Real Property
obtained by Landlord by any such means shall not be deemed to be forcible or
unlawful entry into, or a detainer of, the Real Property, or an eviction of
Tenant from the Real Property or any portion thereof.


 


18.           EXPENDITURES BY LANDLORD.


 


Whenever under any provision
of this Lease, Tenant shall be obligated to make any payment or expenditure, or
to do any act or thing, or to incur any liability whatsoever, and Tenant fails,
refuses or neglects to perform as herein required, Landlord shall be entitled,
but shall not be obligated, to make any such payment or to do any such act or
thing, or to incur any such liability, all on behalf of and at the cost and for
the account of Tenant.

















 


19.           ESTOPPEL CERTIFICATE.


 


Tenant agrees that within
ten (10) calendar days of any demand therefor by Landlord, Tenant will
execute and deliver to Landlord and/or Landlord’s designee a recordable certificate
stating that this Lease is in full force and effect, such defenses or offsets
as are claimed by Tenant, if any, the date to which all rentals have been paid,
and such other information as reasonably and customarily contained in a
commercial estoppel certificate concerning the Lease, the Real Property and
Tenant as Landlord or said designee may request.  In the event that Tenant fails to execute
and/or deliver any such certificate or offset statement to Landlord within said
ten (10) calendar days, Tenant shall be deemed in violation of this Lease
and Landlord shall have the rights and remedies for an Event of Default (as
defined below) pursuant to the terms hereof.


 


20.           DEFAULT; REMEDIES.


 


20.1         Tenant’s Default. 
The occurrence of any one or more of the following events shall be an “Event
of Default” under this Lease:


 


(a)           Tenant shall default in the payment of any sum of money
required to be paid hereunder and such default continues for five (5) Business
Days after written notice thereof from Landlord to Tenant;


 


(b)           Tenant shall be in material default in the performance of
any other term, covenant or condition of this Lease on the part of Tenant to be
kept and performed and such default continues for thirty (30) calendar days
after written notice thereof from Landlord to Tenant; provided, however, that
if the default complained of in such notice is of such a nature that the same
can be rectified or cured, but cannot with reasonable diligence be done within
said thirty (30) calendar-day period, then such default shall be deemed to be
rectified or cured if Tenant shall, within said thirty (30) calendar-day
period, commence to rectify and cure the same and shall thereafter complete
such rectification and cure with all due diligence;


 


(c)           Tenant shall vacate or abandon the Real Property during
the Term;


 


(d)           There is filed any petition in bankruptcy by or against
Tenant, which petition is not dismissed within ninety (90) days of its filing,
or there is appointed a receiver or trustee to take possession of Tenant or of
all or substantially all of the assets of Tenant, or there is a general
assignment by Tenant for the benefit of creditors, or any action is taken by or
against Tenant under any state or federal insolvency or bankruptcy act, or any
similar law now or hereafter in effect, including, without limitation, the
filing of execution or attachment against Tenant and such levy continues in
effect for a period of sixty (60) calendar days;


 


(e)           Tenant shall do, or permit to be done, any act which
creates a mechanic’s lien or claim thereof against the Real Property and fails
to within thirty (30) after written notice from Landlord discharge or bond off
same;


 


(f)            Tenant shall fail to maintain all necessary approvals,
permits and waivers under the Nevada Gaming Laws to operate the Hotel Casino;
or

















 


(g)           Tenant shall fail to furnish Landlord with proof of any
insurance policy required to be maintained by Tenant, and such default shall
continue for twenty (20) calendar days after written notice from Landlord.


 


20.2         Remedies.  Upon
the occurrence of an Event of Default, in addition to any other rights or
remedies to obtain monetary damages which are available at law or in equity,
Landlord shall have the right to seek a judicial order declaring the Term ended
and, subject to the Nevada Gaming Laws, authorizing the Landlord to re-enter
the Real Property and to take possession thereof.  Notwithstanding any provision in this Lease
to the contrary, Landlord shall not have the right to re-enter the Real
Property and to take possession thereof without a court order or without the
consent of the Tenant.


 


20.3         Additional Re-Entry Rights.  [Intentionally deleted.]


 


20.4         Waiver by Landlord. 
The waiver by Landlord of any particular Event of Default or breach of
any of the terms, covenants or conditions hereof on the part of Tenant to be
kept and performed shall not be a waiver of any preceding or subsequent Event
of Default or breach of the same or any other term, covenant or condition
contained herein.  Landlord’s failure to
insist upon strict performance of any of the terms, conditions or covenants
herein shall not be deemed to be a waiver of any rights or remedies of
Landlord.  The subsequent acceptance of
Rent by Landlord shall not be construed to be a waiver of any preceding breach
by Tenant of any term, covenant or condition of this Lease other than the
failure of Tenant to pay the particular Rent or other payment or portion
thereof so accepted, regardless of Landlord’s knowledge of such preceding
breach at the time of acceptance of such rental or other payment.  No payment by Tenant or receipt by Landlord
of a lesser amount than the Rent shall be deemed to be other than on account of
the earliest Rent due and payable hereunder, nor shall any endorsement or
statement on any check or any letter accompanying any check or payment as Rent
be deemed an accord and satisfaction, and Landlord may accept any such check or
payment without prejudice to Landlord’s right to recover the balance of such
Rent or pursue any other remedy provided in this Lease or in law or
equity.  This Section 20.4 may not
be waived.


 


20.5         Quiet Possession. 
Tenant, upon paying the Rent, and upon Tenant’s performance of all of
the terms, covenants and conditions of this Lease on its part to be kept and
performed, may quietly have, hold and enjoy the Real Property during the Term
without any disturbance from Landlord or from any other Person claiming through
Landlord.


 


20.6         Default by Landlord. 
It is agreed that in the event Landlord fails or refuses to perform any
of the provisions, covenants or conditions of this Lease on Landlord’s part to
be kept or performed, that Tenant, prior to exercising any right or remedy
Tenant may have against Landlord on account of such default, shall give written
notice to Landlord of such default, specifying in said notice the default with
which Landlord is charged and Landlord shall not be deemed in default if the
same is cured within thirty (30) calendar days of receipt of said notice.  Notwithstanding any other provisions hereof,
Tenant agrees that if the default complained of in the notice provided for by
this Section 20.6 is of such a nature that the same can be rectified or
cured by Landlord, but cannot with reasonable diligence be rectified or cured
by Landlord within said thirty (30) calendar-day period, then such default
shall be deemed to be rectified or cured if Landlord within a thirty (30)
calendar-day period shall commence the rectification and curing

















 


thereof and shall continue
thereafter with all due diligence to cause such rectification and curing to
proceed.


 


21.           FORCE MAJEURE.


 


Whenever a day is appointed
herein on which, or a period of time is appointed in which, either party hereto
is required to do or complete any act, matter or thing, the time for the doing
or completion thereof shall be extended by a period of time equal to the number
of calendar days on or during which such party is prevented from or is
unreasonably interfered with, the doing or completion of such act, matter or
thing because of labor disputes, civil commotion, war, warlike operation,
sabotage, governmental regulations or control, fire or other casualty,
inability to obtain any materials, or to obtain fuel or energy, weather or
other acts of God, or other causes beyond such party’s reasonable control
(financial inability excepted); provided, however, that nothing contained
herein shall excuse Tenant from the prompt payment of any Rent, except as may
be specifically provided in this Lease.


 


22.           GENERAL.


 


22.1         Notices.  All
notices required or permitted to be given hereunder shall be in writing and may
be delivered by hand, facsimile, nationally recognized private courier or
overnight delivery service, or by United States mail.  Notices delivered by mail shall be deemed
given three (3) Business Days after being deposited in the United States
mail, postage prepaid, registered or certified mail.  Notices delivered by hand shall be deemed
given upon receipt.  Notices delivered by
facsimile, nationally recognized private courier or overnight delivery shall be
deemed given on the first business day following transmission (in the case of
facsimiles) or deposit with the relevant courier or service; provided, however,
that a notice delivered by facsimile shall only be effective if such notice is
also delivered by hand, or deposited in the United States mail, postage
prepaid, registered or certified mail, on or before two (2) Business Days
after its transmission by facsimile.  All
notices shall be addressed as follows:


 




	
  If
  to Landlord:

  	
   

  	
  Ganaste,
  LLC

  	
   

  
	
   

  	
   

  	
  3900
  E. Mexico Avenue, Suite 1400

  	
   

  
	
   

  	
   

  	
  Denver,
  CO 80210

  	
   

  
	
   

  	
   

  	
  Attention:
  Keith Redmond

  	
   

  
	
   

  	
   

  	
  Phone: (303)
  388-8878

  	
   

  
	
   

  	
   

  	
  Fax:     (303)
  388- 8898

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  With
  copy to:

  	
   

  	
  Brownstein
  Hyatt Farber Schreck, LLP

  	
   

  
	
   

  	
   

  	
  300
  S. Fourth Street, Suite 1200

  	
   

  
	
   

  	
   

  	
  Las
  Vegas, NV 89101

  	
   

  
	
   

  	
   

  	
  Attn:
  Leslie Terry Jones, Esquire

  	
   

  
	
   

  	
   

  	
  Phone: (702)
  464-7057

  	
   

  
	
   

  	
   

  	
  Fax:     (702)
  382-8135

  	
   

  





















 




	
  If
  to Tenant:

  	
   

  	
  MTR
  Gaming Group, Inc.

  	
   

  
	
   

  	
   

  	
  Route
  2 South, P. O. Box 356

  	
   

  
	
   

  	
   

  	
  Chester,
  WV 26034

  	
   

  
	
   

  	
   

  	
  Attention:
  Edson R. Arneault

  	
   

  
	
   

  	
   

  	
  Phone: (304)
  387-2400

  	
   

  
	
   

  	
   

  	
  Fax:     (304)
  387-8302

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  With
  copy to:

  	
   

  	
  Ruben &
  Aronson, LLP

  	
   

  
	
   

  	
   

  	
  4800
  Montgomery Lane, Suite 150

  	
   

  
	
   

  	
   

  	
  Bethesda,
  MD 20814

  	
   

  
	
   

  	
   

  	
  Attn:
  Robert L. Ruben, Esquire

  	
   

  
	
   

  	
   

  	
  Phone: (301)986-9696

  	
   

  
	
   

  	
   

  	
  Fax:     (301)
  986-9636

  	
   

  






 


22.2         Entire Agreement. 
This Lease constitutes the entire agreement between the parties hereto
pertaining to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations, and discussions, whether oral or written.


 


22.3         Severability. 
If any part of this Lease is determined to be void, invalid or
unenforceable, such void, invalid, or unenforceable portion shall be deemed to
be separate and severable from the other portions of this Lease, and the other
portions shall be given full force and effect, as though the void, invalid or
unenforceable portions or provisions were never a part of the Lease.


 


22.4         Amendment and Modification.  No supplement, modification, waiver or
termination of this Lease shall be binding unless executed in writing by the
party to be bound.  No waiver of any of
the provisions of this Lease shall be deemed or shall constitute a waiver of
any other provisions, whether or not similar, nor shall such waiver constitute
a continuing waiver unless otherwise expressly provided.


 


22.5         Headings. 
Article, Section, Subsection or clause headings are not to be considered
part of this Lease and are included solely for convenience and reference and
shall not be held to define, construe, govern or limit the meaning of any term
or provision of this Lease.  References
in this Lease to an Article, Section, Subsection or clause, or any similar
reference, shall be reference to an Article, Section, Subsection or clause of
this Lease unless otherwise stated or the context otherwise requires.


 


22.6         Successors. 
All of the terms, provisions and obligations of this Lease shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, representatives, successors and assigns.


 


22.7         Governing Law; Jurisdiction.  This Agreement has been prepared, executed
and delivered in, and shall be interpreted under, the internal laws of the
State of Nevada, without giving effect to its conflict of law provisions.  Each of the parties hereto irrevocably and
unconditionally waives any objection to the laying of venue of any action, suit
or proceeding arising out of this Agreement or the transactions contemplated
hereby in (a) the courts of Clark County, State of Nevada, or (b) the
United States District Court for the District of Nevada, and

















 


hereby further irrevocably
and unconditionally waives and agrees not to plead or claim in any such court
that any such action, suit or proceeding brought in any such court has been
brought in an inconvenient forum.


 


22.8         Waiver of Jury Trial; Counterclaims.  The parties shall and do hereby waive trial
by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other on any matters whatsoever arising out of or in
any way connected with this Lease, the relationship of Landlord and Tenant,
Tenant’s use or occupancy of the Real Property, and/or any claim of injury or
damage.  In the event Landlord commences
any proceedings for non-payment of any Rent, Tenant will not interpose any
counterclaim of whatever nature or description in any such proceedings.  This shall not, however, be construed as a
waiver of the Tenant’s right to assert such claims in any separate action or
actions brought by Tenant.


 


22.9         Attorneys’ Fees. 
In the event any party incurs legal fees or other costs to enforce any
of the terms of this Lease, to resolve any dispute with respect to its
provisions, or to obtain damages for breach thereof, whether by prosecution or
defense, the nonprevailing party to such action shall pay the prevailing party’s
reasonable expenses, including, without limitation, reasonable attorneys’ fees
and costs, incurred in such action.


 


22.10       Interpretation. 
This Lease is to be deemed to have been prepared jointly by the parties
hereto, and if any inconsistency or ambiguity exists herein, it shall not be
interpreted against either party but according to the application of rules of
the interpretation of contracts, if such an uncertainty or ambiguity
exists.  Each party has had the
availability of legal counsel during the joint preparation of this Lease.  In the interpretation of this Lease, the
singular may be read as the plural, and vice versa, the
neuter gender as the masculine or feminine, and vice versa,
and the future tense as the past or present, and vice versa,
all interchangeably as the context may require in order to fully effectuate the
intent of the parties and the transactions contemplated herein.  Syntax shall yield to the substance of the
terms and provisions hereof.


 


22.11       Third Parties. 
Nothing in this Lease, expressed or implied, is intended to confer upon
any Person other than the parties hereto any rights or remedies under or by
reason of this Agreement.


 


22.12       Expenses.  Each
party shall bear its own expenses incurred by it in connection with the
negotiation, execution and delivery of this Lease, including without
limitation, the fees and expenses of each party’s legal counsel and
accountants.


 


22.13       Waiver of Rights. 
Without limiting the provisions of Section 20.5, failure to insist
on compliance with any of the terms, covenants, or conditions hereof shall not
be deemed a waiver of such terms, covenants, or conditions, nor shall any
waiver or relinquishment of any right or power hereunder at any one time or
more times be deemed a waiver or relinquishment of such rights or powers at any
other time or times.


 


22.14       Further Assurances. 
Each party will, from time to time after the execution of this Lease,
execute and deliver such instruments, documents and assurances and take such
further acts as the other party may reasonably request to carry out the purpose
and intent of this Lease without undue delay. 
Any party who fails to comply with this Section 22.14 shall
reimburse the

















 


other
party for any direct expenses, including attorneys’ fees and court costs,
which, as a result of this failure, become reasonably necessary for carrying
out this Agreement.


 


22.15       Counterparts. 
This Lease may be executed in counterparts, each of which so executed
shall be deemed an original, and both of which shall together constitute one
and the same agreement.


 


[Signatures appear on following page.]

















 


IN WITNESS WHEREOF, the
parties have executed this Lease as of the Effective Date.


 


“LANDLORD”


 


GANASTE, LLC,

a Nevada limited liability company


 




	
   

  
	
  By:

  	
  /s/

  
	
  Name:

  	
   

  
	
  Its:

  	
   

  
	
   

  
	
   

  
	
  “TENANT”

  
	
   

  
	
  SPEAKEASY GAMING OF LAS VEGAS, INC.,

  a Nevada corporation

  
	
   

  
	
  By:

  	
  /s/ Edson R. Arneault

  
	
  Name:

  	
  Edson R. Arneault

  
	
  Its:

  	
  President

  





















 


GLOSSARY


 


As used in this Lease, the
following capitalized terms shall have the following meanings:


 


“Affiliates” means
any Person that directly, or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with the Person
specified.  For purposes of this
definition, control of a Person means the power, direct or indirect, to direct
or cause the direction of the management and policies of such Person whether by
contract or otherwise and, in any event and without limitation of the previous
sentence, any Person owning ten percent (10%) or more of the voting securities
of another Person shall be deemed to control that Person.


 


“Applicable Laws”
means, without limitation, any and all foreign, federal, state and local laws,
statutes, rules, regulations, codes, ordinances, plans, orders, judgments,
decrees, writs, injunctions, notices, decisions or demand letters issued,
entered or promulgated pursuant to any foreign, federal, state or local law,
and includes, without limitation, Nevada Gaming Laws.


 


“Asset Agreement”
shall have the meaning provided in Section 2.3.


 


“Business Days” means
Monday through Friday other than those days on which banks and governmental
institutions in the State of Nevada are typically closed.


 


“Casino” shall have
the meaning provided in Section 6.1.


 


“Commencement Date”
shall have the meaning provided in Section 2.1.


 


“Control” shall have
the meaning provided in Section 13.


 


“Effective Date”
shall have the meaning provided in the Introduction hereto.


 


“Event of Default”
shall have the meaning provided in Section 20.1.


 


“Gaming Equipment”
means any and all gaming devices (as defined in NRS § 463.0155), gaming
device parts inventory and other related gaming equipment and supplies used in
connection with the operation of a casino, including, without limitation, slot
machines, gaming tables, cards, dice, chips, tokens, player tracking systems,
cashless wagering systems (as defined in NRS § 463.014) and associated
equipment (as defined in NRS § 463.0136), which are located at the Real
Property as of the Effective Date and used or usable exclusively in present or
future Gaming Operations or ordered for future Gaming Operations as of the
Commencement Date.


 


“Gaming Operations”
shall mean the operation of slot machines and live games at the Real Property.

















 


“Governmental Authority”
means any Federal, state, municipal or local government, governmental
authority, regulatory or administrative agency, governmental commission,
department, board, bureau, instrumentality, body, court, tribunal, arbitrator
or arbitral body, including, without limitation, the Nevada Gaming Authorities.


 


“Hazardous Materials”
means substances defined as “hazardous substances” under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 43 U.S.C. Section 9601
et. seq., or as “hazardous”, “toxic”
or “pollutant” substances or as “solid waste” under the Hazardous Materials
Transportation Act, 49 U.S.C. Section 1801 et. seq., as amended, and the Resource Conservation and
Recovery Act, 42 U.S.C. Section 6901 et.
seq., as amended, or as otherwise defined under comparable state
law.


 


“Hotel Casino” shall
have the meaning provided in Recital A.


 


“Initial Term” shall
have the meaning provided in Section 2.2.


 


“Interest Rate” shall
have the meaning provided in Section 3.3.


 


“Landlord” shall have
the meaning provided in the Introduction hereto.


 


“Lease” shall have
the meaning provided in the Introduction hereto.


 


“Liquor Sales” shall
have the meaning provided in Section 6.7


 


“Lucky Lucy” shall
have the meaning provided in Section 2.3.


 


“Nevada Gaming
Authorities” means collectively, the Nevada Gaming Commission, the Nevada
State Gaming Control Board, and all other state and local regulatory and
licensing bodies with authority over gaming activities and devices in the State
of Nevada.


 


“Nevada Gaming Laws”
means all laws pursuant to which any Nevada Gaming Authority possesses
regulatory, licensing or permit authority over gaming or the distribution of
gaming devices and associated equipment, codified in NRS Chapter 463 and the
regulations of the Nevada Gaming Commission promulgated thereunder.


 


“NRS” means the Nevada
Revised Statutes, currently in effect and as amended from time to time.


 


“Person”
means any natural person, corporation, limited liability company, general
partnership, limited partnership, proprietorship, other business organization,
trust, union, or association.


 


“Real Property” shall
have the meaning provided in Recital A.


 


“Real Property Agreement”
shall have the meaning provided in Section 2.1.


 


“Redemption Regulation”
shall have the meaning provided in Section 6.5.

















 


“Renewal Period”
shall have the meaning provided in Section 2.2.


 


“Rent” shall have the
meaning provided in Section 3.1.


 


“Tenant” shall have
the meaning provided in the Introduction hereto.


 


“Tenant’s Property”
shall have the meaning provided in Section 4.2.


 


“Term” shall have the
meaning provided in Section 2.2.


 


“Termination Right”
shall have the meaning provided in Section 2.3.


 


“240 Day Period”
shall have the meaning provided in Section 2.3.