Exhibit 10.12
LEASE
THIS LEASE (the "Lease") is made and entered into as of March
, 1999, by
and between CRIPPLE CREEK DEVELOPMENT CORP. d/b/a the GOLD RUSH HOTEL & CASINO,
a Colorado corporation with offices at 195 Pine Cone Road, Spearfish, South
Dakota, BLUE BUILDING DEVELOPMENT, INC. d/b/a GOLD DIGGER'S CASINO, a
corporation with offices at 195 Pine Cone Road, Spearfish,
South Dakota, MARK BROCKLEY, an individual residing in Spearfish, South Dakota,
and ANNESSE BROCKLEY, an individual residing in Spearfish, South Dakota
(collectively, the "Lessor"), and GOLD RUSH I, LLC, a Colorado limited liability
company with offices at 2001 Killebrew Drive, Suite 306, Minneapolis, Minnesota
(the "Lessee"), and SOUTHWEST CASINO AND HOTEL CORP., a Minnesota corporation
with offices at 2001 Killebrew Drive, Suite 306, Minneapolis, Minnesota (the
"Guarantor").
Lessor and Lessee are sometimes referred to in this Lease as a
Party or the Parties.
W I T N E S S E T H:
1.
ASSETS.
IN CONSIDERATION OF THE
PAYMENT OF RENT AND THE KEEPING AND PERFORMANCE OF THE COVENANTS AND AGREEMENTS
BY LESSEE AS HEREINAFTER SET FORTH, LESSOR HEREBY LEASES AND DEMISES TO LESSEE
THE ASSETS, WHICH CONSIST OF THE GOLD RUSH HOTEL & CASINO (THE "GOLD RUSH"),
GOLD DIGGER'S CASINO ("GOLD DIGGER'S), AND ANY AND ALL. IMPROVED AND UNIMPROVED
REALTY AND THE IMPROVEMENTS THEREON, PERSONAL PROPERTY, LIQUOR LICENSES, AND
OTHER ASSETS OF EVERY KIND AND DESCRIPTION, TANGIBLE AND INTANGIBLE, WHICH ARE
IN ANY WAY RELATED TO OR AFFILIATED WITH THE OPERATION OF THE GOLD RUSH AND GOLD
DIGGER'S, INCLUDING WITHOUT LIMITATION, (J) THE GOLD RUSH, (II) GOLD DIGGER'S,
(III) ALL PARKING LOTS, (IV) THE ROCK SHOP, (V) THE BUILDING IN WHICH THE
MARKETING OFFICE IS CURRENTLY HOUSED, (VI) THE CONVENIENCE STORE/FORMER GASOLINE
STATION, VII) THE ARCADE, (IX) ALL GAMING-RELATED ASSETS, INCLUDING GAMING
EQUIPMENT (EXCEPT SLOT MACHINES, WHICH SHALL NOT BE LEASED TO LESSEE BY LESSOR),
FURNITURE AND FIXTURES, SURVEILLANCE EQUIPMENT, AND ALL RESTAURANT AND BAR
FURNITURE AND FIXTURES AND FURNISHINGS, (X) ALL HOTEL-RELATED ASSETS, INCLUDING
FURNITURE AND FIXTURES, (XI) ALL INVENTORY, (XII) ALL CASH IN GAMING MACHINES,
CASH REGISTERS OR ELSEWHERE IN, OR REQUIRED TO BE IN, THE GOLD RUSH, GOLD
DIGGER'S OR ANY OTHER IMPROVED PROPERTY GOVERNED BY THIS LEASE, (XIII) ALL CASH
IN BANKS OR FINANCIAL INSTITUTIONS HELD FOR THE ACCOUNT OR BENEFIT OF LESSOR,
(XIV) ALL BOOKS AND RECORDS OF LESSOR, (XV) ALL INTANGIBLE ASSETS, INCLUDING
CUSTOMER LISTS AND PROFILES, CUSTOMER TRACKING LISTS AND DATA AND ANY
COMPILATIONS THEREOF, MAILING LISTS, COMPUTER PROGRAMS, TRADE NAMES, TRADEMARKS,
SERVICE MARKS, COPYRIGHTS, AND PATENTS, AND (XVI) ALL AMOUNTS OWED MARK BROCKLEY
AND/OR ANNESSE BROCKLEY IN CONNECTION WITH RESOLUTION OF LITIGATION BETWEEN THEM
AND THEIR FORMER BUSINESS ASSOCIATES ARISING OUT OF OR RELATING TO OPERATION OF
THE ASSETS, WHICH AMOUNTS MARK BROCKLEY AND ANNESSE BROCKLEY REPRESENT THEY WILL
USE THEIR BEST EFFORTS TO COLLECT (THE "ASSETS").
Notwithstanding the foregoing, the Assets shall not include (i) an automobile
currently reflected on Lessor's books, provided that Lessor is not and shall not
be obligated to pay any debt or