continuing under the terms of that certain Casino Operations Lease
between HEDWIGS LAS VEGAS TOP TIER, LLC, and the undersigned maker hereof dated
May 3, 2007 (the "Lease"), or (D) the Lease is terminated for any reason or
expires according to its terms or otherwise, then the whole sum or sums herein
agreed to be paid, shall at the option of the Note holder, become immediately
due and payable, without notice, and no omission or delay on the part of the
Note holder to exercise such option shall be construed as a waiver of such
right. Such option shall be a continuing right and may be exercised as often as
any such default occurs.
Presentment, notice of dishonor, and protest are hereby waived by all makers,
sureties, guarantors and endorsers hereof. This Note shall be the joint and
several obligation of all makers, sureties, guarantors and endorsers, and shall
be binding upon them and their successors and assigns.
This Note may not be modified orally, but only by an agreement in writing and
signed by the party against whom enforcement of any waiver, change, modification
or discharge is sought.
155 EAST TROPICANA, LLC,
a Nevada limited liability company
By:
Its:
EXHIBIT 2
Assignment Agreement
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (this "Assignment") is dated
, 2007 by
155 East Tropicana, LLC, a Nevada limited liability company (hereinafter "155
LLC"), Hedwigs Las Vegas Top Tier, LLC, a Delaware limited liability company
("Hedwigs"), Hooters Gaming Corporation, a Nevada corporation ("HGC"), and
Florida Hooters LLC a Nevada limited liability company ("FLH LLC").
RECITALS
A.
PURSUANT TO THAT CERTAIN LICENSE AGREEMENT DATED MARCH 21, 2001,
AS AMENDED BY THAT AMENDMENT TO LICENSE AGREEMENT DATED APRIL 21, 2004
(COLLECTIVELY THE "LICENSE AGREEMENT"), ENTERED INTO BETWEEN HI LIMITED
PARTNERSHIP, A FLORIDA LIMITED PARTNERSHIP ("HI LP") AND HGC, HI LP GRANTED TO
HGC THE EXCLUSIVE LICENSE TO USE THE "HOOTERS BRAND" IN CONNECTION WITH THE
CONDUCT OF GAMING AND THE OPERATION OF A HOTEL IN NEVADA, INCLUDING, A "HOOTERS"
RESTAURANT SUBJECT TO THE RECEIPT OF WRITTEN PERMISSION AND CONSENT FROM LAS
VEGAS WINGS, INC., A NEVADA CORPORATION ("LVW"), AS THE FRANCHISEE OF THE RIGHTS
TO OPERATE
HOOTERS RESTAURANTS IN NEVADA;
B.
PURSUANT TO THAT CERTAIN CONSENT AGREEMENT DATED ON OR ABOUT JULY
30, 2004 (AS AMENDED, THE "LVW CONSENT"), BETWEEN HGC AND LVW, AS AMENDED, LVW
GRANTED ITS CONSENT TO THE OPERATION OF A HOOTERS RESTAURANT UNDER THE LICENSE
AGREEMENT TO HGC, ON THE TERMS AND CONDITIONS SET FORTH IN THE LVW CONSENT.
ON
FEBRUARY 2, 2006, 155 LLC, FLH LLC, HGC AND LVW ENTERED INTO THAT CERTAIN
AMENDMENT AND ACKNOWLEDGMENT TO CONSENT AND ASSIGNMENT AGREEMENTS (THE "LVW
CONSENT AMENDMENT") TO CLARIFY AND AMEND CERTAIN RIGHTS AND OBLIGATIONS UNDER
THE LVW CONSENT, BASED UPON THE TERMS AND CONDITIONS SET FORTH IN THE LVW
CONSENT AMENDMENT.
THE LVW CONSENT TOGETHER WITH THE LVW CONSENT AMENDMENT ARE
COLLECTIVELY REFERRED TO HEREIN AS THE "CONSENT AGREEMENT."
C.
PURSUANT TO THAT CERTAIN ASSIGNMENT AGREEMENT DATED ON OR ABOUT
JULY 30,