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EXHIBIT 10.28
THIS DOCUMENT WAS DRAFTED BY
AND WHEN RECORDED RETURN TO:
▇▇▇▇▇▇ ▇. Norwich, Esq.
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
3400 Plaza VII Building
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ASSIGNMENT OF RENTS, LEASE(S), INCOME AND REVENUES
THIS ASSIGNMENT ("Assignment"), is made and given this 22nd day of
October, 1996, by NATIONAL GAMING COMPANIES, INC., a Minnesota corporation
("Borrower") and ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LIMITED PARTNERSHIP, a Minnesota limited
partnership ("Partnership") (both Borrower and Partnership being herein
sometimes collectively referred to as "Assignor"), each of whose post office
address is ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ to
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ INVESTMENTS CORPORATION, a Minnesota corporation
("Assignee"), whose post office address is 300 Pillsbury Center, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
PRELIMINARY STATEMENT OF FACTS:
A. The Borrower is the owner of those parcels of real estate situate in
City of Cripple Creek, County of Teller, State of Colorado as described in
Exhibit "A" attached hereto with the exception of Parcel No. 2.
B. The Partnership is the owner of Parcel No. 2 as described in Exhibit
"A" on which land there is located improvements which are operated as a gaming
casino commonly known as the "Jubilee Casino" ("Casino"). The other parcels
owned by the Borrower provide parking and other facilities for use by the
Casino. As used in this Deed of Trust the term "Premises" includes all of real
property and improvements thereon described in Exhibit "A" attached
("Premises").
C. The Borrower is a limited partner of the Partnership holding a
97.165647% interest in the Partnership. Cripple Creek Corporation, a Minnesota
corporation, is also a partner of the Partnership and holds a 2% interest as
general partner and holds the remaining percentage interest of the Partnership
as a limited partner.
D. The Assignee is making a loan to the Borrower in the amount of up to
Three Million Five Hundred Sixty-Four Thousand and no/100 Dollars
($3,564,000.00) ("Loan") the proceeds of which are being used to among other
things reimburse the Borrower for costs of acquiring its interest in the
Partnership, the stock of Cripple Creek Corporation, the Premises, to retire
existing indebtedness of the Partnership, to pay off short term debt of the
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Partnership, to cover future development costs and to fund various reserves
required by the Assignee.
E. The Loan is evidenced by a Promissory Note dated of even date herewith
executed and delivered by the Borrower to the Assignee in the principal sum of
Three Million Five Hundred Sixty-Four Thousand and no/100 Dollars
($3,564,000.00) ("Note").
F. As security for the repayment of the Note, the Assignor is executing
and delivering to the Assignee its Deed of Trust and Security Agreement and
Fixture Filing and Financing Statement of even date herewith (herein the "Deed
of Trust") conveying the Premises to the Public Trustee of the County of Teller,
Colorado in trust for the benefit of the Assignee
G. The Partnership is executing and delivering to the Assignee its
Guaranty of the Note to be dated of even date herewith ("Guaranty") and which
Guaranty is also executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and National Lodging Companies, Inc., a
Minnesota corporation. All of such parties including the Partnership are herein
referred to as the "Guarantors".
H. As security for the repayment of the Loan as evidenced by the Note and
to secure the obligations of the Partnership under the Guaranty, and in order to
induce the Assignee to extend the Loan to the Borrower and in recognition that
the Borrower, as majority partner in the Partnership will be using the funds to
retire the existing indebtedness on the Casino, the Partnership is executing
this Assignment
I. As further condition to the making of the Loan the Assignor is
executing and delivering to the Assignee this Assignment.
J. The Loan and all sums due and payable under the Note, the Deed of
Trust and this Assignment are herein sometimes referred to as the
"Indebtedness".
NOW THEREFORE FOR VALUE RECEIVED, Assignor hereby grants, transfers and
assigns to Assignee all Lease(s) and agreements for the leasing, use or
occupancy of the Premises now, heretofore or hereafter entered into, and all
renewals and extensions thereof ("Lease(s)") together with:
1. the immediate and continuing right to receive and collect the
rents from the leasing of the Premises including all monies owed the
Assignor for payments for services performed pursuant to any Lease(s) and
for materials, leasehold improvements or otherwise furnished or installed
pursuant to any Lease(s) all accounts, contract rights and rights to
payments arising out of the operation of the Casino or any other facility
on the Premises including but not limited to payments for the rental or
sale or use of rooms, for beverages, food and goods sold or leased, for
services rendered, whether or not yet earned by performance, for the
rental, sale or use of any equipment, from vending machines, all payments
from any consumer
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credit/charge card organization, whether or not now existing or owed or
hereinafter credited or owed, and all proceeds of the foregoing, whether
cash or non-cash ("Rents");
2. for recovery of damages done to the Premises under any Lease(s)
and the abatement of any nuisance existing thereon ("Damages");
3. for payments and awards resulting from default under said Lease(s)
and for the cancellation of said Lease(s) prior to the expiration date or
the waiver of any obligation thereof ("Awards");
4. for payment in lieu of rent or pursuant to a termination of the
Lease(s) or a settlement of the obligations of the Tenant under any
Lease(s) ("Termination Payments");
5. all guarantees of the obligations of any tenant under any Lease(s)
("Guarantees");
6. all rights and remedies the Assignor may have against a tenant
under any Lease(s) ("Remedies");
7. all proceeds payable by reason of the exercise by a tenant of any
option to purchase the Premises or any first refusal rights of a tenant
contained in any Lease(s) ("Option Proceeds");
8. any award or damages payable to the Assignor pursuant to any
bankruptcy, insolvency or reorganization proceeding affecting any tenant
("Bankruptcy Payments"); and
9. all security deposits paid by any tenant under any Lease(s)
("Security Deposits");
all the foregoing being collectively referred to herein as the "Lease Rights".
AND THE ASSIGNOR FURTHER REPRESENTS, WARRANTS, COVENANTS AND AGREES AS
FOLLOWS:
I. PERFORMANCE OF LEASE(S)
1.1 Performance of Lease(s). The Assignor shall:
A. Faithfully abide by, perform and discharge each and every obligation,
covenant and agreement under any Lease(s) to be performed by the landlord
thereunder;
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B. Enforce or secure the performance of each and every material
obligation, covenant, condition and agreement of said Lease(s) by the tenants
thereunder to be performed;
C. Not borrow against, pledge or further assign any Rents due under said
Lease(s);
D. Not permit the prepayment of any Rents for more than thirty (30) days
in advance nor for more than the next accruing installment of Rents, nor
anticipate, discount, compromise, forgive or waive any Rents;
E. Not waive, excuse, condone or in any manner release or discharge the
tenants of or from the obligations, covenants, conditions and agreements by any
tenant to be performed under the Lease(s);
F. Not permit any tenant to assign or sublet its interest in its Lease(s)
unless required to do so by the terms of its Lease(s);
G. Not terminate any Lease(s);
H. Not consent to a subordination of any Lease(s) to any party other than
Assignee and then only if specifically consented to by the Assignee;
I. Not amend or modify any Lease(s) or alter the obligations of the
parties thereunder without the consent of the Assignee; and
J. Not accept a surrender of any Lease(s).
II. PROTECTION OF SECURITY
2.1 Protection of Security. The Assignee shall have the right at Assignor's
sole cost and expense to appear in and defend any action or proceeding arising
under, growing out of or in any manner connected with any Lease(s) or the
obligations, duties or liabilities of the landlord thereunder, and Assignor
agrees to pay all costs and expenses of Assignee, including attorney's fees in
a reasonable sum, in any such action or proceeding in which the Assignee in its
sole discretion may appear.
III. REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties. Assignor represents and warrants:
A. that it is now the absolute owner of said Lease Rights with full right
and title to assign the same;
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B. that there are no outstanding assignments or pledges of any Lease
Rights;
C. that there are no existing defaults under the provisions of any
Lease(s) on the part of any party to the Lease(s);
D. that all obligations on the part of the landlord under any Lease(s)
have been fully complied with;
E. that no Rents has been collected for more than thirty (30) days in
advance of its due date or waived, anticipated, discounted, compromised or
released, except as may have been previously disclosed to Assignee in writing;
F. that to Assignor's knowledge no tenant has any defenses, setoffs, or
counterclaims against Assignor;
G. Assignor has not executed any instrument that would prevent Assignee
from enjoying the benefits of this Assignment; and
H. that no part of the Premises is used as a homestead of the Assignor or
as agricultural property.
IV. PRESENT ASSIGNMENT
4.1 Present Assignment. This Assignment is a perfected, absolute and present
assignment, provided unless and until an Event of Default shall occur hereunder
the Assignor shall have the license to collect, but not prior to accrual, the
Rents, and to retain, use and enjoy the same. Upon an Event of Default the
Assignee at its sole election may revoke such license.
V. EVENTS OF DEFAULT
5.1 Event of Default. It shall be an Event of Default under this Assignment
upon the happening of any of the following:
A. failure to comply with any of the provisions of the Note including
without limitation the failure to make any payment on the Note whether
principal, interest, premium or late charge, when and as the same becomes due
(whether at the stated maturity or at a date fixed for any installment payment
or any accelerated payment date or otherwise); or
B. a "Default" as defined therein shall occur under the Note and shall not
have been cured within the time permitted therein to cure; or
C. failure to pay when due any other Indebtedness and such failure shall
continue for a period of ten (10) days after notice thereof to Assignor; or
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D. failure to comply with or perform any of the terms, conditions or
covenants of this Assignment and such failure shall continue for a period of ten
(10) days after notice thereof to Assignor; provided, if the same is not
susceptible of cure within said time limits and the same may be cured within a
reasonable period of time thereafter the time period shall be extended for such
additional time as is reasonably necessary to effectuate such cure provided such
curative action is promptly taken in good faith and diligently prosecuted to
completion and the security afforded hereby and the interest of the Assignee is
not in jeopardy or be subject to forfeiture; or
E. either Assignor or any guarantor or surety of the Note shall fail to
pay its, his or her debts as they become due, or shall make an assignment for
the benefit of its, his or her creditors, or shall admit in writing its, his or
her inability to pay its, his or her debts as they become due, or shall file a
petition under any chapter of the Federal Bankruptcy Code or any similar law,
state or federal, now or hereafter existing, or shall become "insolvent" as that
term is generally defined under the Federal Bankruptcy Code, or shall in any
involuntary bankruptcy case commenced against it, him or her file an answer
admitting insolvency or inability to pay its debts as they become due, or shall
fail to obtain a dismissal of such case within sixty (60) days after its
commencement or convert the case from one chapter of the Federal Bankruptcy Code
to another chapter, or be the subject of an order for relief in such bankruptcy
case, or be adjudged a bankrupt or insolvent, or shall have a custodian, trustee
or receiver appointed for, or have any court take jurisdiction of its, his or
her property, or any part thereof, in any proceeding for the purpose of
reorganization, arrangement, dissolution or liquidation, and such custodian,
trustee or receiver shall not be discharged, or such jurisdiction shall not be
relinquished, vacated or stayed within sixty (60) days of the appointment; or
F. any representation or warranty made by Assignor herein, in the Note or
in any other instrument given as security for the Note shall be false, breached
or dishonored in any material manner; or
G. an Event of Default (as defined therein) shall occur under the Deed of
Trust or any other instrument securing the Note and shall not have been cured
within the time permitted therein to cure.
VI. REMEDIES
6.1 Remedies. Upon an Event of Default the Assignee may declare all
Indebtedness immediately due and payable, may revoke the license granted
Assignor hereunder to collect the Rents, and may, at its option, without notice,
either in person or by agent, with or without taking possession of or entering
the Premises, with or without bringing any action or proceeding, or by a
receiver to be appointed by a court, collect all of the Rents and enforce the
payment thereof, exercise the Lease Rights and all of the rights of the Assignor
under any Lease(s) and all of the rights of the Assignee hereunder, and may
enter upon, take possession of, manage and operate said Premises, or any part
thereof; may cancel, enforce or modify the Lease(s), and fix or modify Rents,
and do any acts which the Assignee
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deems proper to protect the security hereof with or without taking possession of
said Premises, and may apply the same to the costs and expenses of operation,
management and collection, including reasonable attorney's fees, to the payment
of the fees and expenses of any agent, or receiver so acting, to the payment of
taxes, assessments, insurance premiums and expenditures for the management and
upkeep of the Premises, to the performance of the landlord's obligation under
the Lease(s) and to any Indebtedness all in such order as the Assignee may
determine. The entering upon and taking possession of said Premises, the
collection of such Rents, and the application thereof as aforesaid, shall not
cure or waive any default or waive, modify or affect notice of default under
said Deed of Trust or invalidate any act done pursuant to such notice nor in any
way operate to prevent the Assignee from pursuing any remedy which it now or
hereafter may have under the terms or conditions of said Deed of Trust or the
Note secured thereby or any other instrument securing the same.
VII. GENERAL COVENANTS
7.1 No Liability Imposed on Assignee. The Assignee shall not be obligated to
perform or discharge, nor does it hereby undertake to perform or discharge any
obligation, duty or liability under the Lease(s) nor shall this Assignment
operate to place responsibility for the control, care, management or repair of
the Premises upon the Assignee nor for the carrying out of any of the terms and
conditions of said Lease(s); nor shall it operate to make the Assignee
responsible or liable for any waste committed on the Premises, or for any
dangerous or defective condition of the Premises, or for any negligence in the
management, upkeep, repair or control of said Premises resulting in loss or
injury or death to any tenant, licensee, employee or stranger nor liable for
laches or failure to collect any Rents or protect the Lease(s).
7.2 Indemnification. The Assignor shall and does hereby agree to indemnify and
to hold Assignee harmless of and from any and all liability, loss or damage
which it may or might incur under the Lease(s) or under or by reason of this
Assignment and of and from any and all claims and demands whatsoever which may
be asserted against Assignee by reason of any alleged obligations or
undertakings on its part to perform or discharge any of the terms, covenants or
agreements contained in said Lease(s). Should the Assignee incur any such
liability, or in the defense of any such claims or demands or a judgment be
entered against Assignee, the amount thereof, including costs, expenses, and
reasonable attorney's fees, shall bear interest thereon at the rate then in
effect on the Note and Assignor shall reimburse the Assignee for the same
immediately upon demand.
7.3 Tenant to Recognize Assignee. Each tenant under any Lease is hereby
irrevocably authorized and directed to recognize the claims of Assignee or any
receiver appointed without investigating the reason for any action taken or the
validity or the amount of indebtedness owing to the Assignee, or the existence
of any default in the Note, Deed of Trust, or Event of Default hereunder, or the
application to be made by the Assignee or such receiver. Assignor hereby
irrevocably directs and authorizes the tenants to pay to Assignee or such
receiver all sums due under the Lease(s) and consents and directs that said sums
shall be paid to any such receiver in accordance with terms of its receivership
or to Assignee
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without the necessity for a judicial determination that a default has occurred
hereunder or under the Deed of Trust or that Assignee is entitled to exercise
its rights hereunder, and to the extent such sums are paid to Assignee or such
receiver, the Assignor agrees that the tenant shall have no further liability to
Assignor for the same. The sole signature of the Assignee or such receiver
shall be sufficient for the exercise of any rights under this Assignment and the
sole receipt of the Assignee or such receiver for any sums received shall be a
full discharge and release therefor to any such tenant or occupant of the
Premises. Checks for all or any part of the rentals collected under this
Assignment shall upon notice from the Assignee be drawn to the exclusive order
of the Assignee or such receiver.
7.4 Security Deposits. Upon an Event of Default Assignor shall on demand
transfer to the Assignee any security deposits held by Assignor under the terms
of any Lease(s) to be held by Assignee and applied in accordance with the
provisions of the Lease(s). Until Assignee makes such demand and the deposits
are paid over to Assignee the Assignee assumes no responsibility for any such
security deposit and the Assignor shall remain liable to each Tenant for the
retention of such security deposit and any required interest thereon. If
required by applicable law to maintain such security deposits in a separate
account, the Assignor shall not commingle such security deposits with its other
funds and accounts and shall deposit the same in an account, separated from its
general funds, and if such deposits are required by law to be refunded to the
respective tenants with interest thereon, such account shall be an interest
bearing account.
7.5 Attorney In Fact. Assignor hereby irrevocably appoints Assignee and its
successors and assigns as its agent and attorney in fact, irrevocable, which
appointment is coupled with an interest, to exercise any rights or remedies
hereunder and to execute and deliver during the term of this Assignment such
instruments as Assignee may deem necessary to make this Assignment and any
further assignment effective.
7.6 Assignment of Future Lease(s). That until the Indebtedness shall have been
paid in full, Assignor will on demand of the Assignee deliver to the Assignee
executed copies of any and all other and future Lease(s) upon all or any part of
the said Premises and agrees to make, execute and deliver unto Assignee upon
demand and at any time or times, any and all assignments and other instruments
sufficient to assign such Lease Rights thereunder to Assignee or that the
Assignee may deem to be advisable for carrying out the true purposes and intent
of this Assignment. From time to time on request of the Assignee the Assignor
agrees to furnish Assignee with a rent roll of the Premises disclosing current
tenancies, rents payable, and such other matters as Assignee may reasonably
request.
7.7 No Mortgagee In Possession. Nothing herein contained and no actions taken
pursuant to this Assignment shall be construed as constituting the Assignee a
"Mortgagee in Possession".
7.8 Assignee Creditor of Tenant. Assignor agrees that Assignee, and not
Assignor, shall be and be deemed to be the creditor of any tenant in respect of
assignments for the benefit of creditors and bankruptcy, reorganization,
insolvency, dissolution, or receivership
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proceedings affecting such tenant, (without obligation on the part of Assignee,
however, to file or make timely filings of claims in such proceedings or
otherwise to pursue creditor's rights therein) with an option to Assignee to
apply any money received by Assignee as such creditor in reduction of the
Indebtedness; provided unless an Event of Default has occurred and is continuing
the Assignor may exercise the right of a creditor of any tenant provided it acts
with due regard for the interest of the Assignee in the Lease(s) and as a
fiduciary would under similar circumstances.
7.9 Continuing Rights. The rights and powers of Assignee or any receiver
hereunder shall continue and remain in full force and effect until all
Indebtedness, including any deficiency remaining from a sale of the Premises
pursuant to a foreclosure or sale pursuant to any power of sale under the Deed
of Trust is paid in full, and shall continue after commencement of an action to
foreclosure the Deed of Trust or to exercise any such power of sale thereunder
and after foreclosure sale and until expiration of any period of redemption.
VIII. MISCELLANEOUS
8.1 Successors and Assigns. This Assignment and each and every covenant,
agreement and provision hereof shall be binding upon the Assignor and its
successors and assigns including without limitation each and every from time to
time record owner of the Premises or any other person having an interest therein
and shall inure to the benefit of the Assignee and its successors and assigns.
As used herein the words "successors and assigns" shall also be deemed to mean
the heirs, executors, representatives and administrators of any natural person
who is a party to this Assignment.
8.2 Choice of Law. Notwithstanding the situs of the Premises, the parties to
this instrument have contracted for the law of the State of Minnesota to govern
the loan, including matters of construction, validity and performance and the
obligations arising hereunder, provided, however, that with respect to the
creation, perfection, priority and enforceability of this instrument, and any
warranties of title contained in this instrument with respect to the Premises,
and the provisions hereof which relate to realizing upon the security covered by
this instrument, the applicable provisions of this instrument shall be governed
by, and interpreted in accordance with, the laws of the State of Colorado,
applicable to contracts made and performed in such state, without regard to the
principles thereof regarding conflict of laws, and any applicable laws of the
United States of America.
8.3 Severability. It is the intent of this Assignment to confer to Assignee
the rights and benefits hereunder to the full extent allowable by law. The
unenforceability or invalidity of any provisions hereof shall not render any
other provision or provisions herein contained unenforceable or invalid. Any
provisions found to be unenforceable shall be severable from this Assignment.
8.4 Notices. Any notices and other communications permitted or required by the
provisions of this Assignment (except for telephonic notices expressly
permitted) shall be in
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writing and shall be deemed to have been properly given or served by depositing
the same with the United States Postal Service, or any official successor
thereto, designated as Certified Mail, Return Receipt Requested, bearing
adequate postage, or deposited with reputable private courier or overnight
delivery service, and addressed as hereinafter provided. Each such notice shall
be effective upon being deposited as aforesaid. The time period within which a
response to any such notice must be given, however, shall commence to run from
the date of receipt of the notice by the addressee thereof. Rejection or other
refusal to accept or the inability to deliver because of changed address of
which no notice was given shall be deemed to be receipt of the notice sent. By
giving to the other party hereto at least ten (10) days' notice thereof, either
party hereto shall have the right from time to time to change its address and
shall have the right to specify as its address any other address within the
United States of America.
Each notice to Assignee shall be addressed as follows:
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ Investments Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:Vice President - Mortgage Loans
Each notice to Assignor shall be addressed as follows:
National Gaming Companies, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: President
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Limited Partnership
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Managing General Partner
8.5 Captions and Headings. The captions and headings of the various sections
of this Assignment are for convenience only and are not to be construed as
confining or limiting in any way the scope or intent of the provisions hereof.
Whenever the context requires or permits, the singular shall include the plural,
the plural shall include the singular and the masculine, feminine and neuter
shall be freely interchangeable.
8.6 Consent to Jurisdiction. The Assignor submit(s) and consent(s) to personal
jurisdiction of the Courts of the State of Minnesota and Courts of the United
States of America sitting in such State for the enforcement of this instrument
and waive(s) any and all personal rights under the laws of any state or the
United States of America to object to jurisdiction in the State of Minnesota.
Litigation may be commenced in any state court of general jurisdiction for the
State of Minnesota or the United States District Court located
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in that state, at the election of the Assignee. Nothing contained herein shall
prevent Assignee from bringing any action against any other party or exercising
any rights against any security given to Assignee or against the Assignor
personally, or against any property of the Assignor within any other state.
Commencement of any such action or proceeding in any other state shall not
constitute a waiver of consent to jurisdiction or of the submission made by the
Assignor to personal jurisdiction within the State of Minnesota.
IN FURTHERANCE WHEREOF, this Assignment is executed as of the date first
above written.
NATIONAL GAMING COMPANIES, INC.,
a Minnesota corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Its: President
----------------------
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ LIMITED
PARTNERSHIP, a Minnesota limited partnership
By: CRIPPLE CREEK CORPORATION, a
Minnesota corporation, its general partner
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------
Its: President
----------------------
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STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing was instrument was acknowledged before me this 22nd day of
October, 1996, by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the President of National Gaming Companies,
Inc., a Minnesota corporation on behalf of the corporation.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------
Notary Public
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing was instrument was acknowledged before me this 22nd day of
October, 1996, by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the President of Cripple Creek Corporation, a
Minnesota corporation, the general partner of ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Limited
Partnership, a Minnesota limited partnership, on behalf of the limited
partnership.
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------
Notary Public
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EXHIBIT "A"
Legal Description
PARCEL 1A:
Lots 34 through ▇▇,
▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇▇ (▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇);
PARCEL 1B:
Lots 37 through ▇▇,
▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇▇ (▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇);
PARCEL 2:
▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇,
(▇▇▇ ▇▇▇ being formerly known as ▇▇▇▇ ▇▇, ▇▇ ▇▇▇ ▇▇),
▇▇▇▇▇ 22,
FREMONT (now Cripple Creek),
according to the original plat as modified by the Subdivision Exemption
Plat recorded September 12, 1991 in Plat Book L Page 13;PARCEL 3:
▇▇▇▇ ▇▇, ▇▇, ▇▇▇ ▇▇,
▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇▇ (now Cripple Creek);
PARCEL 4:
The Surface only of
Lots 1 through 15,
Block 26,
FREMONT (now Cripple Creek);
PARCEL 5:
▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇,
▇▇▇▇▇ ▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ADDITION TO THE CITY OF CRIPPLE CREEK;
NOTE: The North 1/2 of ▇▇▇▇▇▇ Avenue lying Easterly of Fourth Street and
Westerly of the Midland Terminal Railway Right of Way appears to have been
vacated and probably should be included in any legal documents.
All in Teller County, Colorado.
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