EXHIBIT
10.9


 


ASSIGNMENT AND ASSUMPTION OF LEASE (HINES/RITTENHOUSE)


 


This Assignment and Assumption Agreement (the
“Agreement”) is entered into as of this 11th day of March, 2004 by and between  the
Horseshoe Club Operating Company, a Nevada Corporation (“Assignor”) and
Speakeasy Gaming of Fremont, Inc., a Nevada corporation (“Assignee”), based
upon the following:


 


A.                                   Assignor
and Harrah’s Operating Company, Inc., a Delaware corporation (“Harrah’s”) are
parties to that certain Asset Purchase Agreement dated as of January 21, 2004
(the “Asset Purchase Agreement”), as subsequently assigned by Harrah’s to HHLV
Management Company, LLC, a Nevada limited liability company (“HHLV”), by the
terms of which Seller has agreed to transfer to Harrah’s and its assignee, HHLV,
all of its interest in and to certain Real Property, as therein defined,
including certain leased property.


 


B.                                     HHLV
and Assignee have entered into that certain Purchase and Sale Agreement dated
February 9, 2004, pursuant to which Assignee has acquired all of HHLV’s rights,
title and interest in and to certain Leased Property, as therein defined.


 


C.                                     Assignor
is the current lessee of that parcel of Real Property described on Exhibit “A”
hereto (the “Leased Property”).


 


D.                                    The
Leased Property is leased to Assignor pursuant to the lease agreement
identified on Exhibit “B” hereto (the “Lease”).


 


NOW THEREFORE, based upon the foregoing and in
consideration for the mutual covenants hereinafter set forth it is agreed as
follows:


 


1.                                       Assignor
hereby assigns to Assignee all of its right, title and interest in and to the
Lease and its leasehold estate in the Leased Property to Assignee.


 


2.                                       Assignee
hereby assumes all liabilities and obligations of Assignor under the Lease
arising from and after the date hereof.


 


3.                                       This
Agreement shall be binding on and inure to the benefit of the successors and
assigns of the parties hereto.


 


4.                                       NOTICES.  Any notice, demand or document which
any party is required or may desire to give, deliver or make to any other party
shall be in writing, and may be personally delivered or given or made by United
States registered or certified mail, return receipt requested, by overnight
delivery service (e.g., Federal Express), or by telecopied transmission
addressed as follows:


 


1

















 


To Assignor:


 


Horseshoe Club Operating Company


1900 Silver Street


Las Vegas, NV 89102


Attn:  Becky
Binion Behnen


 


With a copy to:


 


Jerome A. DePalma,
Esq.


7040 Laredo, Suite
C


Las Vegas, NV
89117


Telecopy:  (702) 794-0479


 


To Assignee:


 


Speakeasy Gaming
of Fremont, Inc.


3227 Civic Center
Drive


Las Vegas, NV 89030


Telecopy: (702) 399-4108


Attn: Roger Szepelak


 


With a copy to:


 


Ruben &
Aronson, LLP


4800 Montgomery
Lane, Suite 150


Bethesda, MD 20814


Telecopy: (301)
951-9636


Attn: Robert L.
Ruben, Esq.


 


5.             VALIDITY. 
Assignor represents and warrants that (i) Assignor has not assigned or
executed any assignment of, and will not assign or execute any assignment of
its interest in the Lease to anyone other than the Assignee, and any
assignment, designation or direction by Assignor inconsistent herewith shall be
void; and (ii) Assignor has not done any act or executed any document that
impairs the rights of the Assignee to the Lease under this Assignment.


 


6.             FURTHER ASSURANCES. 
Each of the undersigned agrees to execute and deliver to the other, upon
demand, such further documents, instruments and conveyances and shall take such
further actions as are necessary or desirable to effectuate this Assignment.


 


7.             ATTORNEYS’ FEES.  If any party hereto brings
any judicial action or proceeding to enforce its rights under this Assignment,
the prevailing party shall be entitled, in addition to any other remedy, to
recover from the others, regardless of whether such action or proceeding is prosecuted
to judgment, all costs and expenses, including, without limitation, reasonable
attorneys’ fees, incurred therein by the prevailing party.


 


8.             AMENDMENTS.  This Assignment shall not be
amended except by a written instrument signed by the parties hereto.


 


9.             GOVERNING LAW. 
This Assignment shall be governed by the law of the State of Nevada.


 


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10.           BINDING ON SUCCESSORS.  This Assignment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors,
assigns and representatives.


 


11.           HEADINGS.  The subject headings or captions of the paragraphs of this
Assignment shall not affect the construction or interpretation of the any
provisions contained herein.


 


12.           COUNTERPARTS.  This Assignment may be signed in multiple
counterparts, with each counterpart having the same force and effect as if this
single instrument were executed by the parties.


 


13.           THIRD PARTY BENEFICIARIES.  There are no third-party beneficiaries to this
Assignment.


 


14.           ENTIRE AGREEMENT.  This Agreement and all documents and
instruments referred to herein constitute the entire agreement and supersede
all prior agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof.


 


IN WITNESS WHEREOF, the
undersigned have executed this Assignment as of the day and year first above
written.


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  HORSESHOE CLUB OPERATING COMPANY,

  
	
   

  	
  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ 
  Becky Binion Behnen

  	
   

  
	
   

  	
  Name:

  	
   Becky
  Binion Behnen

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
  SPEAKEASY GAMING OF FREMONT, INC.,

  
	
   

  	
  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/  Roger M.
  Szepelak

  	
   

  
	
   

  	
  Name:

  	
  Roger M. Szepelak

  
	
   

  	
  Its:

  	
  Vice President and Chief Operating Officer

  
					



 


 


EXHIBIT
A  TO ASSIGNMENT
AND ASSUMPTION OF LEASE (HINES/RITTENHOUSE)


 


Lots 18 and 19 in Block 15 of Clark’s Las Vegas Townsite, City of Las
Vegas, Clark County, Nevada, including any property now vacated or which may
hereinafter be vacated as adjacent alleys, as per plat thereof recorded in
Book 1 of Plats at page 37, Clark County, Nevada records.


 


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