**Exhibit 10.45**

 

**LEASE AND AGREEMENT-SPRING 1995(Lower Lots)**

 

This Lease and Agreement-Spring 1995 Lower Lots(hereinafter “Agreement”) is made this 15thday of August, 1995 between theAndrianakos 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 thefollowing lease, which concerns a portion of property, which is the subjecthereof:

 

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

 

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

 

**NOW THEREFORE BE IT AGREED AS FOLLOWS:**

 

A.           LEASE

 

A-1.     PropertyDescription. The following described property is the subject of thisAgreement (hereinafter collectively “The Property”). The specific descriptionof The Property is set forth on Exhibit A attached hereto and incorporatedherein. A map of The Property is attached hereto as Exhibit B. TheProperty which is the subject of this Agreement may include, by virtue of theOption set forth in paragraph A-6 hereinafter, any land acquired or developedby the Lessor, or its individual members, within Black Hawk, Colorado during theterm of this Agreement or any renewal thereof.

 

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

 

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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 foreach term unless Lessee gives its notice of non-renewal not less than six monthsprior to the end of any term.

 

A-4.     PossibleTermination of Renewal Rights. The parties hereto are also parties to thatcertain Spring 1995 - Amended and Restated Vacant Ground Lease for Parking LotPurposes and Agreement (Upper Lot) (hereinafter “Upper Lot Lease”), of evendate herewith. The Upper Lot Lease itself contains renewal provisions. In orderfor the Lessee to effect the renewal provisions of this Agreement during theprimary term or any automatic renewal of the Upper Lot Lease, the Upper LotLease 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 pursuantto the terms of paragraph A-3 thereof. Notwithstanding the foregoing, if Lesseedoes not renew or terminates the Upper Lot Lease for reasons beyond itscontrol, including but not limited to the discovery of hazardous substance oracts of God making the property unusable, the Lessee may continue to effect anyrenewal provisions of this Agreement.

 

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

 

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

 

A-7.     Cancellation.Lessee, at its sole option, shall have the right to cancel this Agreement inthe event that, 1) casino style garbing equivalent or greater to that presentlyallowed is legalized within a Sixty (60) mile radius of the present Black HawkCity Hall; or, 2) the provisions allowing casino style gaming equivalent tothat presently allowed are repealed or restricted in any way. Any suchcancellation will require Six (6) months notice to Lessor. In the event ofsuch cancellation, Lessee’s interest in The Property will be transferred to theLessor in good operating condition with all obligations paid through thecancellation 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’sPossible Construction. It is specifically agreed the Lessee has the right, during the term ofthis Agreement or any renewal, to place, build, erect and maintain structuresupon any portion of The Property. Such structures may include, but are notlimited to, gaming casinos. Any and all costs for any and all structures willbe the Lessee’s. Any and all permits or licenses necessary for any and allstructures will be obtained by the Lessee. Any and all construction upon The Property must meet all zoning and buildingrequirements and standards. Lessee agrees that it will not allow any liens orencumbrances to attach to The Property as the result of any construction.Lessee further agrees to allow Lessor access to any construction site for thepurpose of Lessor posting notices to that affect. The Lessee acknowledges thatupon termination of this Agreement any structures upon The Property will remainwith The Property and become property of the Lessor. The Lessor will not berequired to pay or compensate Lessee for any structures and Lessee acknowledgesand assumes all cost risk associated with construction of any structures uponthe leasehold estate which is the subject of this Agreement. Lessee agrees totransfer its interest in any structures upon The Property to Lessor upontermination of this Agreement for any reason. Lessor agrees to accept withoutany further cost to Lessee, any structures upon The Property transferred upontermination as long as they are in good condition.

 

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

 

B.            ADDITIONAL AGREEMENTS

 

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

 

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

 

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

 

B-3.      Taxes/ParkingFees. The rent hereinabove set forth for all of The Property is the totalrent for the term of this Agreement. Lessor is not entitled to any royalty orany other percentage payments. No additional changes shall be made for Lessor’sinsurance, taxes or other assessments associated with The Property except thoselisted in this paragraph. During 1996 Lessee will pay when due one-half of theproperty taxes assessed upon The Property for the year 1995. Beginning in theyear 1997 and thereafter for the term of this Agreement or any renewal, Lesseewill pay when due all property taxes assessed upon The Property for thepreceding year, including those taxes assessed for any improvements made byLessee, except for any taxes in any way associated with the cost of any street,sidewalk, curb, gutter, street lighting or drainage improvements doneindependently or at the behest of the City of Black Hawk. These property taxpayments described will continue through those taxes, or proportionate partthereof, assessed for the final year, or proportionate part thereof, of theleasehold. 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 thisAgreement. Said fee is currently four dollars ($4.00) per parkingspace per day.

 

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

 

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

 

1) That portion of The Property composed of landwithin Lots 1 through12, are encumbered by certain documents related to aloan 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 theAndrianakos Partnership (“A-P’ship”);

 

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

 

c)     AnAssignment of Rents and Leases dated March 31, 1995 from the A-P’ship tothe Bank, recorded at Book 579, Page 26 in the Gilpin County Coloradorecords;

 

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

 

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

 

2) The need to resolve the following requirements:

 

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

 

b)    Deedsor legal proceedings disposing of the reservations contained in the patents tothe City of Black Hawk, recorded May 13, 1874, Book 56, Page 555, andJuly 21, 1877, Book 62, Page 456;

 

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

 

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

 

e)     Deedsor legal proceedings disposing of the right-of-way across a portion of TheProperty for the benefit of the Running Load Mine,

 

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

 

3) Lots 5, 6, and 7, Block 50 of The Property areencumbered by mineral rights reservations appearing in deeds from Arthur T.Dollaghan and Rosemary J. Dooley, and Elizabeth L. Callahan recorded at Book579, Page 19 and 20.

 

4) The need to resolve the following requirements:

 

a)     Miner’sMesa 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 extendingSouth from its boundary with said Lot 12.

 

b)    Clarificationthat a One Hundred (100) foot easement across the entire width of the ThomasKelly 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)     Anundefined easement and right-of-way for various purposes exists in favor ofWestern Diversified Builders, Inc. pursuant to an instrument recorded May 1,1995 at Book 580, Page 161.

 

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

 

c)     Encroachmentby 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 commonboundary of The Property on the North with Main Street, Black Hawk as set forthin those Boundary Agreements recorded April 4, 1995 at Book 579, Pages 30and48.

 

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

 

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

 

Regardingthe resolution of the requirements set forth in subparagraph 2), Lessor agreesto promptly undertake and make substantial progress toward completion withinone year, the resolution of these requirements. Lessee at its sole option mayeither assist Lessor in these undertakings, or take the lead role in theirprosecution. If the parties are unable to complete any necessary undertakingswithin a reasonable period, Lessee at its sole option may cancel thisAgreement. In any event, until such time as the requirements have beensatisfied, Lessor agrees to indemnify Lessee for any costs Lessee may reasonably incure in any attempt tosatisfy these requirements. Any losses Lessor incurs as a result ofnon-satisfaction of these requirements, may be set off against any rentalpayment owed Lessee.

 

Regardingthe reservations set forth in subparagraph 3), The Lessee agrees to exceptthese 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 overallrequirements to deliver marketable unencumbered title if Lessee, with Lessor’sgood faith cooperation, within Sixty (60) days fromthe date hereof, is successful in obtaining from the City of Black Hawk awaiver or variance from any set back requirements along the Eastern edge of theportion of The Property described in subparagraph 4) a) or otherconsiderations, plus a relinquishment of the City’s easement rights concerningportions of The Property. If, despite its best efforts, Lessee is not able toobtain the set back waiver/variance, or other acceptable considerations, then aprorate reduction in the rental rate will occur based upon the proration of TheProperty needed for any set back requirements to The Property as a whole.Moreover, if despite its best efforts, Lessee is not able to obtainrelinquishment of the City’s easement, the Lessee, at its sole option mayeither cancel this Agreement or reduce future rental payments based upon theratio of the area encumbered bears to the entire area of The Property.

 

Regardingthe undefined easement andright-of-way and encroachments described in subparagraph 5), the Lessee, withLessor’s good faith cooperation, agrees to seek a satisfactory definition andlimitation thereof. If, despite Lessee’s best efforts, the Lessee

 

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is unsuccessful in obtaining the necessarydefinition and-limitation within Sixty (60) days of the date hereof, theLessee, at its sole option may either cancel this Agreement or accept Lessor’sindemnification for any losses suffered by Lessee as the result of notobtaining the subject definition and restriction.

 

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

 

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

 

After conclusion of all undertakings necessary to remove theencumbrances described in subparagraphs 2), 4), 5), 6) and 7), Lessor agrees tothereafter maintain marketable unencumbered title sufficient to allow Lessee’suse ashereindescribed, including those possible activities discussed in paragraph A-8above, throughout the term of this Agreement and any extension thereof. Lessorfurther agrees to provide Lessee prior to execution of this Agreement anup-to-date title commitment, in the amount of One Million, Two Hundred ThousandDollars ($1,200,000.00), showing marketable title to The Property in theAndrianakos Limited Liability Company except for the encumbrances listed insubparagraph 1), 2), 3), 4), 5), 6) and 7). Aspart of the closing associated with the execution of this Agreement Lessor willfurnish all requirements specified in said title commitment. Lessor agrees thatduring the term of this Agreement or any renewal, it may not use The Propertyfor 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 theleasehold which is the subject of this Agreement.

 

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

 

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

 

B-6.                 CORPS or EPA Permits. Lessor represents and warrants that otherthan possible request for a drainage easement upon Lot 12 no U.S. Army Corps ofEngineers and/or U.S. Environmental Protection Agency permits or permissionsare required before The Property may be used as**contemplated by this Agreement. However, ifother permits or permission are necessary in the future for use of The Propertyas contemplated by this Agreement, which necessity is not the result ofLessee’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 theLessor to obtain any such necessary permits or permission. Lessor will retainany causes of action it may have against any third party resulting from suchsituation.

 

B-7.                 Grading and Finishing. The parties recognize that the portion ofThe Property which was the subject of the Lower Lot Lease is graded andsurfaced for use as a parking lot. The parties further acknowledge that theremaining 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 TheProperty for surface parking purposes it will be responsible for excavating theremaining portion of The Property to a five (5%) percent grade. Thereafter, theLessee, at its sole cost, shall complete the finish grading (finish gradingdefined as no more than plus or minus one-tenth of a foot), pave and providenecessary drainage facilities, signage, painting, lighting, fencing, parkinglot attendant and**storage structures as deemed necessary by theLessee**for the remaining portion of The Property. The parties furtherrecognize that the City of Black Hawk or other regulatory agency may require aretaining wall to be built behind the remaining portion of The Property. Theconstruction of any retaining wall or walls will be done by the Lessee at theLessee’s sole cost. Any such finished wall or walls must be approved by any andall regulatory agencies, including the City of Black Hawk and deemed acceptableby the Lessee’s insurance company, in the exercise of their good faithdiscretion.

 

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

 

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

 

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

 

B-10.           Utilities/Services. Lessee shall beresponsible 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, trashremoval, water and sanitary sewage, including portable toilet facilities.

 

B-11.           Proof of LiabilityInsurance.Lessee shall furnish Lessor with proof of Lessee’s liability insurance coveragefor its operations on The Property at six (6) month intervals. Lessor willalso be made an additionally named insured. If Lessee fails to provide aperiodic proof of coverage, it will have thirty (30) days from the receipt ofsuch 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 valetservice - garage liability $1,000,000.00.

 

B-12.           Compliance with Law. Lessee agrees notto use The Property for any purpose prohibited by the laws of the UnitedStates, Colorado or the Ordinances of the City of Black Hawk. Lessee furtheragrees to keep sidewalks in front of and around The Property, and The Propertyitself, free from ice and snow, litter, dirt, debris, and other obstructionsand to keep them clean and in a sanitary condition as required by applicablelaws and regulations.

 

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

 

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

 

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inlieu of the exercise of the power of eminent domain, the rental and all otherobligations and conditions under the Agreement shall be abrogated for that partof the land acquired, but on that part of the land that is not pro rated saidrents, obligations and conditions shall remain in force and of full effect. These rents andother obligations and conditions continuing, however, until the occupancy issurrendered to the acquiring party. The Lessee, however, shall be entitled toshare in the award or settlement for compensation and damages for thediminished value of that part of the leasehold that was not acquired. TheLessee shall be entitled in said award or settlement to all compensation forany improvements it constructed on The Property. The Lessor shall be entitledin said award or settlement to compensation for the land, both leasehold andremainder, that are acquired or were threatened to be acquired and for thediminished value of that part of the remainder which was not acquired. Theparties realize in the event of the threat of or the exercise of the power ofeminent domain, it may be necessary to obtain separate appraisals to determinethe Lessor’s and Lessee’s interests, after the value of the parcel as a wholehas been determined.

 

B-15.           Access. The Lessor will bepermitted reasonable access to The Property for inspection purposes duringnormal 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 theprovisions 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 designatefrom time to time by written notice to the other party. Notice shall beeffective upon transmission.

 

B-17.           Waiver of Breach. The waiver of anybreach of any of the provisions of this Agreement by either party shall notconstitute a continuing waiver of any subsequent breach of said party of eitherthe same or any other provision of this Agreement.

 

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

 

B-19.           ParagraphsInterrelated.Each paragraph of this Agreement is interrelated to the other paragraphs and isnot severable except by mutual consent of the parties.

 

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

 

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

 

B-22.           Recordation. Following theexecution 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 CentralCity, Colorado.

 

B-23.           Governing Law. This Agreement andits application shall be construed in accordance with the laws of the State ofColorado.

 

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

 

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B-25.           Arbitration. The parties agree toresolve 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 maysublease The Property for any purposes with the permission of the Lessor, whichpermission shall not be unreasonably withheld, especially if the proposedsublease is for parking lot purposes or for continuation of the purposesassociated 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 itsmembers individually, except for Dennis L. Blewitt, agree**they will not in any way operate or participate to a significant degreein the management of any competing gaming casino which casino is located withinthe City of Black Hawk,Colorado.

 

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

 

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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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