EXHIBIT
10.11


 


ASSIGNMENT AND ASSUMPTION OF LEASE
(HORSESHOE GARAGE)


 


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:


 


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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 (HORSESHOE
GARAGE)


 


Lots one (1), two (2), three
(3), four (4), five (5), six (6), seven (7), eight (8), nine (9), ten (10),
eleven (11), twelve (12) and thirteen (13) in Block 17 of Clark’s Las Vegas
Townsite, as shown by a Map thereof on file in Book 1 of Plats, Page 37, in the
Office of the County Recorded of Clark County, Nevada.


 


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