EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT IS SUBJECT TO THE PROVISIONS OF SECTION 181.78 OF THE MINNESOTA STATUTESEmployment Agreement • August 6th, 2004 • Southwest Casino Corp • Services-amusement & recreation services
THIS AGREEMENT (“Agreement”) is made and entered into effective July 1, 2004 (“Effective Date”), by and between Southwest Casino and Hotel Corp., a Minnesota corporation (“Employer”), and James B. Druck (“Employee”). Employee and Employer are collectively referred to as the “Parties”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 6th, 2004 • Southwest Casino Corp • Services-amusement & recreation services
Southwest Casino Corporation (“Company”) and (“Indemnitee”) enter into this Indemnification Agreement (the “Agreement”) effective , 200 .
ASSUMPTION AGREEMENTAssumption Agreement • August 6th, 2004 • Southwest Casino Corp • Services-amusement & recreation services • Minnesota
This ASSUMPTION AGREEMENT (the “Assumption Agreement”), dated as of July 22, 2004, is made by and between Southwest Casino Corporation, a Nevada corporation (f/k/a Lone Moose Adventures, Inc., “Parent”) and Southwest Casino and Hotel Corp., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Southwest”).
LEASELease • August 6th, 2004 • Southwest Casino Corp • Services-amusement & recreation services • Colorado
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.
AGREEMENT AND PLAN OF REORGANIZATION by and among LONE MOOSE ADVENTURES, INC., LONE MOOSE ACQUISITION CORPORATION, CHRISTOPHER B.GLOVER, MICHAEL C. BROWN AND DAVID C. MERRELL and SOUTHWEST CASINO AND HOTEL CORP. dated July 14, 2004Agreement and Plan of Reorganization • August 6th, 2004 • Southwest Casino Corp • Services-amusement & recreation services • Minnesota
This Agreement and Plan of Reorganization (the “Agreement”) is made and entered into as of July 14, 2004, by and among Lone Moose Adventures, Inc., a Nevada corporation (“Parent”); Lone Moose Acquisition Corporation, a Minnesota corporation and a wholly-owned subsidiary of Parent (“Acquisition Co.”); Michael C. Brown and Christopher B. Glover, currently the executive officers of Parent, and David C. Merrell, a founding shareholder of Parent (Messrs. Brown, Glover and Merrell are together referred to herein as the “Principal Shareholders”); and Southwest Casino and Hotel Corp., a Minnesota corporation (“Southwest”).
MASTER LEASE AGREEMENTMaster Lease Agreement • August 6th, 2004 • Southwest Casino Corp • Services-amusement & recreation services • Nevada
THIS MASTER LEASE AGREEMENT (“Lease” or “Agreement”) is made and entered into on by and between PDS GAMING CORPORATION - COLORADO, its successors and assigns (“Lessor”) and SOUTHWEST CASINO AND HOTEL CORP. (“Lessee”).
THIRD AMENDED AND RESTATED GAMING MANAGEMENT AGREEMENTGaming Management Agreement • August 6th, 2004 • Southwest Casino Corp • Services-amusement & recreation services
THIS AGREEMENT, made and entered into this 16 day of June, 1995, at Concho, Oklahoma, by and between THE CHEYENNE AND ARAPAHO TRIBES OF OKLAHOMA, a federally recognized Indian Tribe organized pursuant to Section 3 of the Act of June 26, 1936 (49 Stat. 1967) by and through its duly elected Tribal Chairman, Charles Surveyor (hereinafter referred to as “Tribe”), and SOUTHWEST CASINO AND HOTEL CORP. (formerly Southwest Casino and Hotel Ventures, Inc.), a Minnesota corporation with its principal place of business located in Minneapolis, Minnesota (hereinafter referred to as “Manager”).
AMENDMENT NO. 7 TO THIRD AMENDEDGaming Management Agreement • August 6th, 2004 • Southwest Casino Corp • Services-amusement & recreation services
This Amendment No. 7 to Third Amended and Restated Gaming Management Agreement made and entered into as of this 4th day of September, 2003, at Concho, Oklahoma, by and between THE CHEYENNE AND ARAPAHO TRIBES OF OKLAHOMA, a federally recognized Indian tribe organized pursuant to Section 3 of the Act of June 26, 1936 (49 Stat. 1967) by and through its duly elected Business Committee (hereinafter referred to as the “Tribe”), and SOUTHWEST CASINO AND HOTEL CORP., a Minnesota corporation with its principal place of business located in Minneapolis, Minnesota (hereinafter referred to as “Manager”).
AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED GAMING MANAGEMENT AGREEMENTGaming Management Agreement • August 6th, 2004 • Southwest Casino Corp • Services-amusement & recreation services
This Amendment No. 2 to Third Amended and Restated Gaming Management Agreement made and entered into as of this 5th day of June, 1999, at Concho, Oklahoma, by and between THE CHEYENNE AND ARAPAHO TRIBES OF OKLAHOMA, a federally recognized Indian tribe organized pursuant to Section 3 of the Act of June 26, 1936 (49 Stat. 1967) by and through its duly elected Business Committee (hereinafter referred to as the “Tribe”), and SOUTHWEST CASINO AND HOTEL CORP., a Minnesota corporation with its principal place of business located in Minneapolis, Minnesota (hereinafter referred to as “Manager”).
MEMBER CONTROL AGREEMENT OF SW MISSOURI, LLCMember Control Agreement • August 6th, 2004 • Southwest Casino Corp • Services-amusement & recreation services • Minnesota
This Member Control Agreement (“Agreement”) of SW Missouri, LLC, a Minnesota limited liability company (the “Company”), is entered into effective as of the 14th day of June, 2004, by and between the Company and Southwest Casino and Hotel Corp., a Minnesota corporation, as the sole member of the Company (the “Member”).
Lone Moose Adventures, Inc.Reorganization Agreement • August 6th, 2004 • Southwest Casino Corp • Services-amusement & recreation services • Utah
OPERATING AGREEMENT of SOUTHWEST MISSOURI GAMING, LLC a Missouri Limited Liability Company June 16, 2004Operating Agreement • August 6th, 2004 • Southwest Casino Corp • Services-amusement & recreation services • Missouri
THIS OPERATING AGREEMENT (“Agreement”) of Southwest Missouri Gaming, LLC, a Missouri limited liability company (the “Company”) is entered into and shall be effective as of June , 2004 (the “Effective Date”), by and between SW Missouri, LLC, a Minnesota limited liability company (“Southwest”), and Robert E. Low (“Low”).
AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED GAMING MANAGEMENT AGREEMENTGaming Management Agreement • August 6th, 2004 • Southwest Casino Corp • Services-amusement & recreation services
This Amendment No. 3 to Third Amended and Restated Gaming Management Agreement made and entered into as of this 13th day of November, 2000, at Concho, Oklahoma, by and between THE CHEYENNE AND ARAPAHO TRIBES OF OKLAHOMA, a federally recognized Indian tribe organized pursuant to Section 3 of the Act of June 26, 1936 (49 Stat. 1967) by and through its duly elected Business Committee (hereinafter referred to as the “Tribe”), and SOUTHWEST CASINO AND HOTEL CORP., a Minnesota corporation with its principal place of business located in Minneapolis, Minnesota (hereinafter referred to as “Manager”).
FORM OF LOCK-UP/LEAK-OUT AGREEMENTOut Agreement • August 6th, 2004 • Southwest Casino Corp • Services-amusement & recreation services • Minnesota
THIS LOCK-UP/LEAK-OUT AGREEMENT (the “Agreement”) is made and entered into as of the 20th day of July, 2004, between Lone Moose Adventures, Inc., a Nevada corporation (“Lone Moose”), and MBC Global, LLC (the party) that execute and deliver a Counterpart Signature Page hereof and sometimes collectively referred to herein as the “Shareholders” and each, a “Shareholder.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2004 • Southwest Casino Corp • Services-amusement & recreation services • Utah
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of June 29, 2004, by and among Lone Moose Adventures, Inc., a Nevada corporation (the “Company”), and each of the investors (“Investor”) executing this Agreement who are listed on Schedule 1 attached hereto (and who are collectively referred to as the “Investors”).
BEFORE THE COLORADO LIMITED GAMING CONTROL COMMISSION CASE NO. SA 04-03 STIPULATION AND AGREEMENT IN THE MATTER OF: Southwest Casino and Hotel Corp. DBA Uncle Sam’s Casino Retail Licensee No. L14-35871-0001 Respondent.Southwest Casino Corp • August 6th, 2004 • Services-amusement & recreation services
The Colorado Division of Gaming (hereafter, the Division) and the Respondent Southwest Casino and Hotel Corp., DBA Uncle Sam’s Casino, Licensee No. LI4-35871-0001 (hereafter, Respondent) hereby stipulate and agree as follows:
MANAGEMENT AGREEMENTManagement Agreement • August 6th, 2004 • Southwest Casino Corp • Services-amusement & recreation services • Missouri
THIS MANAGEMENT AGREEMENT (“Agreement”), made and entered into this 16th day of June, 2004, by and among SOUTHWEST MISSOURI GAMING, LLC, a Missouri limited liability company (the “Company”), ROBERT E. LOW, an individual (“Low”), and SW MISSOURI, LLC, a Minnesota limited liability company (“Southwest”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 6th, 2004 • Southwest Casino Corp • Services-amusement & recreation services • Utah
This ASSET PURCHASE AGREEMENT (the “Agreement”), dated July 14, 2004, is made by and among Lone Moose Adventures, Inc., a Nevada corporation with its principal place of business in Sandy, Utah (“Seller”), Christopher B. Glover (“Glover”) and Michael C. Brown (“Brown”, Brown and Glover, each a “Purchaser” and collectively, “Purchasers”). Seller and Purchasers are sometimes referred to individually as a “Party” and together, as “Parties.”
AMENDMENT NO. 8 TO THIRD AMENDED AND RESTATED GAMING MANAGEMENT AGREEMENTGaming Management Agreement • August 6th, 2004 • Southwest Casino Corp • Services-amusement & recreation services
This Amendment No. 8 to Third Amended and Restated Gaming Management Agreement made and entered into as of this 4th day of September, 2003, at Concho, Oklahoma, by and between THE CHEYENNE AND ARAPAHO TRIBES OF OKLAHOMA, a federally recognized Indian tribe organized pursuant to Section 3 of the Act of June 26, 1936 (49 Stat. 1967) by and through its duly elected Business Committee (hereinafter referred to as the “Tribe”), and SOUTHWEST CASINO AND HOTEL CORP., a Minnesota corporation with its principal place of business located in Minneapolis, Minnesota (hereinafter referred to as “Manager”).
Lone Moose Adventures, Inc.Southwest Casino Corp • August 6th, 2004 • Services-amusement & recreation services • Utah
Exhibit AAgreement • August 6th, 2004 • Southwest Casino Corp • Services-amusement & recreation services • Minnesota
This Lease entered into as of this 24th day of February, 1995, is by and between BLN Office Park Associates and BLN Office Park Associates II Limited Partnership, each of which is a Minnesota limited partnership (hereinafter “Landlord”) and Southwest Casino and Hotel Corp., (a Minnesota corporation), (hereinafter “Tenant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2004 • Southwest Casino Corp • Services-amusement & recreation services • Minnesota
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made and entered into as of June 29, 2004, by and among Southwest Casino and Hotel Corp., a Minnesota corporation (the “Company”), and each of the investors (“Investor”) executing this Agreement who are listed on Schedule 1 attached hereto (and who are collectively referred to as the “Investors”).
