ADDENDUM TO LEASE AND AGREEMENT-SPRING 1995 (LOWER LOTS)

Exhibit 10.46

ADDENDUM
TO
LEASE AND AGREEMENT-SPRING 1995
(LOWER LOTS)

This Addendum to Lease Agreement-Spring 1995 Lower Lots hereinafter (“Addendum”) is made this 4th day of April, 1996

between the Xxxxxxxxxxx Limited Liability Company, a Colorado limited liability company, the Lessor, and Anchor Coin, Inc., d/b/a Colorado Central Station Casino, Inc., the Lessee.

WHEREAS, the parties hereto are also parties to that certain Lease and Agreement-Spring 1995 (Lower Lots) dated

August 15, 1995, recorded at Book 590, Page 086, Xxxxxx County Clerk and Recorder’s office hereinafter (“Lease”); and,

WHEREAS, the parties wish to modify certain terms of the Lease concerning specific portions of the property hereinafter

described and the parties further wish to add additional property to the leasehold of the Lessee as more thoroughly described hereinafter.

	NOW THEREFORE, be it agreed as follows:
1.	Property Identification.
	The following described properties are the subject of this Addendum.
	1.1.		Balance Lot 1. Block 50. The Lease included the Easterly 20 feet of Xxx 0, Xxxxx 00, Xxxx xx Xxxxx Xxxx. The remaining portion of Xxx 0, Xxxxx 00 was not part of the Lease because of a competing claim of ownership made by other parties at the time of the execution .of the Lease. Lessor has now resolved those completing claims. Lessor owns and has marketable title to all of Xxx 0, Xxxxx 00. Accordingly, the balance of Xxx 0, Xxxxx 00 not leased to Lessee under the Lease (hereinafter “Balance Xxx 0, Xxxxx 00”) which is more thoroughly described in Exhibit A attached hereto, is the subject of this Addendum.
	1.2.		Xxxxxxx Xxxxxx Portion. Lessee pursuant to certain leases executed in 1993 and 1994 purported to lease to Lessor a portion of the Xxxxxxx Xxxxxx Tract Mining Claim, (hereinafter “Xxxxxxx Xxxxxx Portion”) which the property is more thorough described in Exhibit A attached hereto. Additionally, Subparagraph B-5. 7) of the Lease referenced that the Xxxxxxx Xxxxxx Portion might be a part of the property addressed in the Lease. Nevertheless, it was later determined the Lessor did not have title to the Xxxxxxx Xxxxxx Portion. Lessor did make a payment of $50,000.00 to the then owner of the Xxxxxxx Xxxxxx Portion. Subsequently, Lessee recently obtained title to the Xxxxxxx Xxxxxx Portion and such property is addressed in this Addendum.

	1.3.		Xxx 00, Xxxxx 00. Lessor may have recently acquired Xxx 00, Xxxxx 00, Xxxx xx Xxxxx Xxxx hereinafter (“Xxx 00, Xxxxx 00”), which is more thoroughly described in Exhibit A attached hereto. To the extent that it exists Xxx 00, Xxxxx 00 is West of and immediately adjacent to Balance Xxx 0, Xxxxx 00. This property is also the subject of this Addendum.
2.	Disclaimer and Quit Claim
	Lessor disclaims, in favor of Lessee any and all interest in the Xxxxxxx Xxxxxx Portion. Lessor has remised, released, sold, conveyed and Quit Claimed, and by these presents does remise, release, sell, convey and Quit Claim unto Lessee, it successors and assigns forever, all right, title, interest, claim and demand which the Lessor has in and to the Xxxxxxx Xxxxxx Portion, together with improvements, if any, situate, lying and being in the County of Xxxxxx, State of Colorado as described in Exhibit A. By its signature hereto Lessor acknowledges Lessee as owner to have and to hold the Xxxxxxx Xxxxxx Portion together with all and singular the appurtenances and privileges thereunto belonging, or in anywise thereunto appertaining, and all the estate, right, title, interest and claim whatsoever, of the Lessor, either in law or equity, to the only proper use, benefit and behoof of the Lessee, its successors and assigns forever.
3.	Lease of Balance Xxx 0, Xxxxx 00.
	The Lease at paragraph B-5 gave the Lessee the option to add the Balance Xxx 0, Xxxxx 00 to its leasehold provided the Lessor obtained marketable title thereto within one year of the date of the execution of the Lease. The Lessor has obtained such marketable title. Accordingly, the parties agree to add Balance of Xxx 0, Xxxxx 00 to the leasehold estate conveyed to the Lessee under the Lease. The parties further agree Balance Xxx 0, Xxxxx 00 contains approximately 2,765 square feet and that per the Lease the base rent to be paid, exclusive of any rental rate indexing, will increase to $104,500.00 per month.
4.	Addition of Xxx 00, Xxxxx 00.
	To the extent that it exists, and to the extent Lessor has title thereto, Xxx 00, Xxxxx 00 is added to the leasehold estate conveyed to the Lessee under the Lease. The parties further agree there shall be no change in the rental rate to the Lease as a result of this addition.
5.	Adequate Consideration.
	The parties hereto each agree and acknowledge their mutual promises and covenants as herein set forth are adequate and sufficient consideration for the execution of this Addendum.
6.	Lease Provisions Remain.
	Except as specifically modified in this Addendum, all other terms, conditions covenants and promises of the Lease remain in full force and effect, and will further control the operation and interpretation of both the Lease and this Addendum.

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7.	Term, Renewal and Cancellations.
	The term, renewal and cancellation provisions of the Lease apply to the property added by this Addendum to the leasehold estate conveyed to the Lessee under this Lease.
8.	Warranty and Title.
	8.1		Marketable Title.      Lessor warrants and represents that it has unencumbered marketable title to Balance Xxx 0, Xxxxx 00 which property is added to the leasehold estate of the Lessee except the following: A) the encumbrances listed in subparagraph B-5. 1) of the Lease relating to Lessor’s loan from the Bank of Cherry Creek; and, B) Deed of Trust recorded in Xxxxxx County, Book 586, Page 168 (“Deed of Trust”) in favor of Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx (“Woodalls”); however, as set forth in that certain Settlement Agreement dated August 18, 1995 between Lessor and Woodalls which Settlement Agreement is attached to and made part of that certain Stipulated Motion to Dismiss in District Court, Xxxxxx County, Case No. 94-CV-86, and in the Deed of Trust itself, Lessor further warrants the Woodalls’ Deed of Trust is subordinate to the Lease and this Addendum. Lessor acknowledges its agreements in the Lease not to request or obtain any further advances from the Bank of Cherry Creek secured by the property which is the subject of the Lease and not to use the property which is the subject of the Lease for any collateral or security purposes if said use would interfere, encumber or purport to be superior to Lessee’s use and enjoyment of the leasehold also applies to all of the property which is the subject of this Addendum. Lessor further acknowledges Lessee’s option right to cure any default of Lessor concerning the aforementioned obligations, and right to set off the costs of any such cure, also apply fully to the property which is the subject of this Addendum.
	8.2		Title Insurance Policies.      Lessor agrees that it will provide to Lessee, at Lessor’s sole cost, within 30 days of the execution of this Addendum a title insurance policy evincing said marketable title to the Balance Xxx 0, Xxxxx 00.

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XXXXXX							XXXXXX
XXXXXX COIN, INC., D/B/A COLORADO CENTRAL STATION CASINO, INC.							XXXXXXXXXXX LIMITED LIABILITY COMPANY
By:	/s/ Xxxxxxx X. Xxxxxx						By:	/s/ Xxxxxxx Xxxxxxxxxxx
Xxxxxxx X. Xxxxxx,							Xxxxxxx Xxxxxxxxxxx,
Chief Executive Officer							Managing Member
STATE OF COLORADO				)
				) ss.
COUNTY OF		Denver		)

The foregoing instrument was acknowledged before me this 3rd day of April, 1996, by Xxxxxxx Xxxxxxxxxxx, Managing Member on behalf of the Xxxxxxxxxxx Limited Liability Company, Lessor.

Witness my hand and official seal.

/s/ [ILLEGIBLE]

Notary Public

My commission expires:	September 7, 1999
(SEAL)

STATE OF NEVADA	)
	) ss.
COUNTY OF XXXXX	)

The foregoing instrument was acknowledged before me this 4th day of April 1996, by Xxxxxxx X. Xxxxxx, Chief Executive Officer, on behalf of Anchor Coin, Inc., d/b/a Colorado Central Station Casino, Inc., Lessee.

Witness my hand and official seal.

/s/ XXXXX X. XXXXXX

Notary Public

My commission expires:	January 17, 1997			XXXXX X. XXXXXX
				Notary Public - State of Nevada
				Appointment Recorded In Xxxxx County
				My Appointment Expires [ILLEGIBLE]
(SEAL)

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