of the 1st day of May, 1998, by and
between LOIS L. WOODS, an individual who address is P.O. Box 489, Cripple Creek,
Colorado 80813 ("Landlord"), and SOUTHWEST CASINO AND HOTEL CORP., a Minnesota
corporation with offices at 2001 Killebrew Drive, Suite 306 in Minneapolis,
Minnesota ("Tenant").
WITNESSETH:
1.
PREMISES. IN CONSIDERATION OF THE
PAYMENT OF RENT AND THE KEEPING AND PERFORMANCE OF THE COVENANTS AND AGREEMENTS
BY TENANT AS HEREINAFTER SET FORTH, LANDLORD HEREBY LEASES AND DEMISES TO TENANT
THE PREMISES, WHICH CONSISTS OF THAT CERTAIN REAL PROPERTY KNOWN AS LOT 33, AND
THE SOUTH 25 FEET OF LOT 8, BLOCK 16, CITY OF FREMONT (NOW CRIPPLE CREEK),
COUNTY OF TELLER, STATE OF COLORADO, COMMONLY REFERRED TO AS 251 EAST BENNETT
AVENUE, CRIPPLE CREEK, COLORADO, TOGETHER WITH ALL IMPROVEMENTS THEREON AND ALL
RIGHTS, EASEMENTS AND APPURTENANCES THERETO, INCLUDING THE BUILDING CURRENTLY
KNOWN AS LUCKY LOLA'S CASINO AND ALL FURNITURE, FIXTURES AND EQUIPMENT REMAINING
THEREIN AS OF MAY 1, 1998 (EXCEPT SLOT MACHINES) AS REFLECTED IN THE INVENTORY
ATTACHED HERETO AND INCORPORATED HEREIN AS EXHIBIT A (THE "CASINO"), AND THREE
(3) PARKING SPACES LOCATED AT THE REAR OF AND ADJACENT TO THE CASINO, AND A
VACANT LOT LOCATED ACROSS THE ALLEY FROM THE CASINO ON WHICH CURRENTLY ARE
LOCATED A PROPANE TANK AND A TRASH DUMPSTER, ALL AS SHOWN ON EXHIBIT B ATTACHED
HERETO AND INCORPORATED HEREIN BY REFERENCE.
Notwithstanding the foregoing, the parties understand and agree that they shall
revise Exhibit A as of the Commencement Date of the Lease as herein defined to
reflect which items of furniture, fixtures and equipment Tenant intends to use
in the operation of the casino here contemplated. Tenant shall return to
Landlord as of the Commencement Date all such items of furniture, fixtures and
equipment located on the Premises which Tenant does not intend to use in its
operations and which do not appear on the revised Exhibit A.
2.
TERM.
A.
PRE-OPENING PERIOD. TENANT SHALL OCCUPY THE
PREMISES AS OF MAY 1, 1998 IN ANTICIPATION OF BECOMING LICENSED BY THE COLORADO
LIMITED GAMING CONTROL COMMISSION (THE "GAMING COMMISSION") TO OPERATE THE
CASINO CURRENTLY LOCATED ON THE PREMISES BY THE SPRING OF 1999 (THE "PRE-OPENING
PERIOD"). RENT PAYABLE DURING THE PRE-OPENING PERIOD SHALL BE COMPUTED AS
PROVIDED IN SECTION 3.A OF THIS LEASE.
B.
INITIAL TERM. THE INITIAL TERM OF THE
LEASE SHALL COMMENCE AS OF THE DATE UPON WHICH TENANT OPENS THE PREMISES TO THE
PUBLIC AS A CASINO, HAVING BEEN DULY LICENSED BY THE GAMING COMMISSION (THE
"COMMENCEMENT DATE") AND CONTINUE FOR A PERIOD OF FIVE (5) YEARS (THE "INITIAL
TERM").
C.
EXTENSION TERM. TENANT SHALL HAVE THE
OPTION TO EXTEND THE TERM OF THE LEASE FOR A SINGLE FIVE (5) YEAR TERM AT THE
CONCLUSION OF THE INITIAL TERM (THE "EXTENSION TERM").
Tenant shall give Landlord written notice of its election to exercise the
extension option at least six (6) months prior to the expiration of the Initial
Term. Tenant's notice of its election to
2
exercise the