REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 28th, 2007 • Southwest Casino Corp • Services-amusement & recreation services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 26, 2007, among Southwest Casino Corporation, a Nevada corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 23rd, 2008 • Southwest Casino Corp • Services-amusement & recreation services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 17, 2008, between Southwest Casino Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2007 • Southwest Casino Corp • Services-amusement & recreation services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 26, 2007, among Southwest Casino Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Exhibit 10-2 EQUIPMENT LEASE AGREEMENT THIS AGREEMENT made and entered into this 22nd day of April, 2003, by and between Lone Moose Adventures, with offices at 1438 East 8850 South, Sandy, Utah 84093 ('Lessor') and Two Cliffs, LC, a Utah corporation,...Equipment Lease Agreement • July 22nd, 2003 • Lone Moose Adventures Inc • Services-amusement & recreation services • Utah
PROMOTIONAL SHARES LOCK-IN AGREEMENT I. This Promotional Shares Lock-In Agreement ("Agreement"), which was entered into on the ___ day of December, 2002, by and between Lone Moose Adventures, Inc. a Nevada corporation ("Issuer"), whose principal place...Promotional Shares Lock-in Agreement • January 17th, 2003 • Lone Moose Adventures Inc • Non-operating establishments
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • March 31st, 2008 • Southwest Casino Corp • Services-amusement & recreation services • Minnesota
THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”) is entered into and effective March 20, 2008 (the “Date of Grant”), by and between Southwest Casino Corporation (the “Company”) and Jeffrey S. Halpern (the “Optionee”).
DIRECTOR STOCK OPTION AGREEMENT (NON-QUALIFIED STOCK OPTION)Director Stock Option Agreement • March 31st, 2008 • Southwest Casino Corp • Services-amusement & recreation services • Minnesota
THIS DIRECTOR STOCK OPTION AGREEMENT (the “Agreement”) is entered into and effective March 20, 2008 (the “Date of Grant”), by and between Southwest Casino Corporation (the “Company”) and [Independent member of Board of Directors] (the “Optionee”).
SECURITY AGREEMENT (Southwest Casino Corporation)Security Agreement • October 26th, 2005 • Southwest Casino Corp • Services-amusement & recreation services
THIS SECURITY AGREEMENT (this “Agreement”) is made as of this 20th day of October, 2005, by Southwest Casino Corporation, a Nevada corporation (the “Debtor”), in favor of CROWN BANK, a Minnesota state banking corporation (the “Secured Party”).
AMENDED AND RESTATED PERSONAL GUARANTYPersonal Guaranty • March 13th, 2008 • Southwest Casino Corp • Services-amusement & recreation services
In consideration of and in order to induce Crown Bank, a Minnesota state banking corporation, with its banking house located in Minneapolis, Minnesota (the “Lender”), to extend financial accommodations to Southwest Casino and Hotel Corp., a Minnesota corporation, (the “Borrower”), pursuant to a series of promissory notes dated the same date as this Amended and Restated Guaranty and identified on Exhibit 1 to this Guaranty (the “Notes”) and that certain Line of Credit dated April 19, 2007 (the “Line of Credit”) all by and between the Lender and the Borrower, the undersigned (the “Guarantor”) hereby amends and restates the Amended and Restated Personal Guaranty between Lender and Borrow dated April 16, 2007 and hereby:
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”.
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • October 5th, 2004 • Southwest Casino Corp • Services-amusement & recreation services • Minnesota
Southwest Casino Corporation (“Company”) and Thomas E. Fox (“Optionee”) enter into this Non-Qualified Stock Option Agreement (the “Agreement”) effective July 1, 2004 (the “Grant Date”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 14th, 2004 • Lone Moose Adventures Inc • Services-amusement & recreation services • Minnesota
This Agreement is made and entered into as of the 29th day of June, 2004, between Lone Moose Adventures, Inc., a Nevada corporation (the “Company”) and Thomas E. Fox (the “Investor”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2006 • Southwest Casino Corp • Services-amusement & recreation services
Southwest Casino Corporation (“Company”) and (“Indemnitee”) enter into this Indemnification Agreement (the “Agreement”) effective December 7, 2005.
COMMON STOCK PURCHASE WARRANT SOUTHWEST CASINO CORPORATIONSecurity Agreement • June 23rd, 2008 • Southwest Casino Corp • Services-amusement & recreation services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Southwest Casino Corporation, a Nevada corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • October 26th, 2005 • Southwest Casino Corp • Services-amusement & recreation services
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2008 • Southwest Casino Corp • Services-amusement & recreation services • Minnesota
SOUTHWEST CASINO CORPORATION, a Minnesota corporation (“Southwest”), and (“Investor”) enter into this Registration Rights Agreement (“Agreement”) effective March 10, 2008 (Investor and each other Investor listed on Schedule 1 to this Agreement are referred to collectively as the “Investors”).
SOUTHWEST CASINO CORPORATION WARRANT TO PURCHASE SHARES OF COMMON STOCKWarrant Agreement • March 31st, 2006 • Southwest Casino Corp • Services-amusement & recreation services • Minnesota
This warrant (“Warrant”) certifies that (“Holder”), is entitled to purchase, subject to fulfillment of the terms and conditions in this Warrant (including, to the extent required, the approval of all state and federal regulatory authorities having jurisdiction over Southwest Casino Corporation (the “Company”)), from the Company at any time before 4:00 p.m. Minneapolis time on October 19, 2010 (the “Exercise Period”), 100,000 shares of Common Stock of the Company (“Common Stock”) at the purchase price of $.58 per share. The number of shares of Common Stock Holder will receive upon exercise of this Warrant and the price to be paid for a share of Common Stock may be adjusted from time to time as stated in this Warrant. The shares of Common Stock deliverable upon exercise of this Warrant are sometimes referred to as “Warrant Shares” and the purchase price of each share of Common Stock under this Warrant is sometimes referred to as the “Exercise Price.” The term “Warrant” as used in this Wa
AMENDED AND RESTATED LEASELease • February 6th, 2007 • Southwest Casino Corp • Services-amusement & recreation services • Colorado
This Amended and Restated Lease (the “Lease”) is made and entered into as of January 31 , 2007 by and between Pinnacle Casinos and Resorts, LLC, a Michigan limited liability company (“Pinnacle”), Colorado Casino Resorts, Inc., a Texas corporation (“CCRI”) (except where otherwise specifically provided in this Lease, Pinnacle and CCRI are collectively referred to as “Landlord”), and Southwest Eagle, LLC, a Minnesota corporation (“Southwest”) or its subsidiary (except where otherwise specifically provided in this Lease, Southwest and its subsidiary are collectively referred to as “Tenant”). Landlord and Tenant are sometimes referred to in this Lease as a party or the parties.
MEMBERSHIP INTEREST PLEDGE AGREEMENTMembership Interest Pledge Agreement • October 26th, 2005 • Southwest Casino Corp • Services-amusement & recreation services • Minnesota
SERIES A COMMON STOCK PURCHASE WARRANT SOUTHWEST CASINO CORPORATIONWarrant Agreement • February 28th, 2007 • Southwest Casino Corp • Services-amusement & recreation services
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six month anniversary of the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Southwest Casino Corporation, a Nevada corporation (the “Company”), up to shares (the “Warrant Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
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”).
GUARANTY BY CORPORATIONGuaranty • October 26th, 2005 • Southwest Casino Corp • Services-amusement & recreation services • Minnesota
This Guaranty, dated as of October 20, 2005, is made by Southwest Casino Corporation, a Nevada corporation (the “Guarantor”), for the benefit of Crown Bank, a Minnesota state banking corporation (with its participants, successors and assigns, the “Lender”).
AMENDMENT NO. 11 TO THIRD AMENDED AND RESTATED GAMING MANAGEMENT AGREEMENTGaming Management Agreement • May 21st, 2007 • Southwest Casino Corp • Services-amusement & recreation services
This Amendment No. 11 to the Third Amended and Restated Gaming Management Agreement is made and entered into as of April 14, 2007 at Concho, Oklahoma, by and between THE CHEYENNE AND ARAPAHO TRIBES OF OKLAHOMA, a federally recognized Indian tribe organized under Section 3 of the Act of June 26, 1936 (49 Stat. 1967) (referred to in this Amendment No. 11 as the “Tribe”) and SOUTHWEST CASINO AND HOTEL CORP., a Minnesota corporation with its principal place of business located in Minneapolis, Minnesota (referred to in this Revised Amendment No. 11 as “Manager”).
GUARANTY BY TRUSTGuaranty • October 26th, 2005 • Southwest Casino Corp • Services-amusement & recreation services • Minnesota
This Guaranty, dated as of October 20, 2005, is made by the Trust (the “Guarantor”), for the benefit of Crown Bank, a Minnesota state banking corporation (with its participants, successors and assigns, the “Lender”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 24th, 2007 • Southwest Casino Corp • Services-amusement & recreation services • New York
This Sponsor Support Agreement (as amended or otherwise modified from time to time, the “Agreement”) is dated as of April 20, 2007 and is entered into by and among SOUTHWEST CASINO AND HOTEL CORP., a Minnesota corporation (“SCHC”), SOUTHWEST CASINO CORPORATION, a Nevada corporation (“SCC” and together with SCHC, the “Sponsors”), and BLACK DIAMOND COMMERCIAL FINANCE, L.L.C., as Agent (“Agent”) for the benefit of itself and the Lenders. All capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement referred to below.
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.
CONTRIBUTION AGREEMENTContribution Agreement • March 13th, 2008 • Southwest Casino Corp • Services-amusement & recreation services
Southwest Casino Corporation (“Southwest”) and each of the parties listed as a co-signer or guarantor on Exhibit 1 (the “Co-Signers”) enter into this Contribution Agreement (the “Agreement”) effective March 7, 2008. Each of the Co-Signers or guarantors is referred to individually as a “Co-Signer” and collectively as the “Co-Signers”.
SOUTHWEST CASINO CORPORATION WARRANT TO PURCHASE SHARES OF COMMON STOCKWarrant Agreement • March 13th, 2008 • Southwest Casino Corp • Services-amusement & recreation services • Minnesota
This warrant (“Warrant”) certifies that (“Holder”), is entitled to purchase, subject to fulfillment of the terms and conditions in this Warrant (including, to the extent required, the approval of all state and federal regulatory authorities having jurisdiction over Southwest Casino Corporation (the “Company”)), from the Company at any time before 4:00 p.m. Minneapolis time on March 9, 2013 (the “Exercise Period”), shares of Common Stock of the Company (“Common Stock”) at the purchase price of $0.39 per share. The number of shares of Common Stock Holder will receive upon exercise of this Warrant and the price to be paid for a share of Common Stock may be adjusted from time to time as stated in this Warrant. The shares of Common Stock deliverable upon exercise of this Warrant are sometimes referred to as “Warrant Shares” and the purchase price of each share of Common Stock under this Warrant is sometimes referred to as the “Exercise Price.” The term “Warrant” as used in this Warrant incl
CREDIT AGREEMENT DATED AS OF APRIL 20, 2007 by and among NORTH METRO HARNESS INITIATIVE, LLC as Borrower and THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS LOAN PARTIES and BLACK DIAMOND COMMERCIAL FINANCE, L.L.C. as Agent, Lead Arranger and a...Credit Agreement • April 24th, 2007 • Southwest Casino Corp • Services-amusement & recreation services • New York
This CREDIT AGREEMENT is dated as of April 20, 2007 and entered into by and among NORTH METRO HARNESS INITIATIVE, LLC, a Minnesota limited liability company (“Borrower”), the other persons designated as “Loan Parties”, the financial institutions who are or hereafter become parties to this Agreement as Lenders, and BLACK DIAMOND COMMERCIAL FINANCE, L.L.C., a Delaware limited liability company (in its individual capacity, “BDCF”), as Agent and a Lender.
CONSULTING AGREEMENTConsulting Agreement • July 1st, 2008 • Southwest Casino Corp • Services-amusement & recreation services • New York
Southwest Casino Corporation, a Nevada corporation (“Southwest”), and Operadora Dominicana Macao, S.A., a corporation organized and existing under the laws of the Dominican Republic (“PR”), enter into this Modification and Extension of Consulting Agreement (“Agreement”) effective June 25, 2008 (the “Effective Date”). This Agreement extends and modifies the prior Consulting Agreement between Southwest and PR that was effective September 20, 2007 (the “Original Agreement”). This Agreement amends and restates the Original Agreement in its entirety.
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, 2004Merger Agreement • 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”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • June 23rd, 2008 • Southwest Casino Corp • Services-amusement & recreation services • Utah
Re: Securities Purchase Agreement, dated as of May 30, 2008 (the “Purchase Agreement”), between Southwest Casino Corporation, a Nevada corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT IS SUBJECT TO THE PROVISIONS OF SECTION 181.78 OF THE MINNESOTA STATUTESEmployment Agreement • August 14th, 2006 • Southwest Casino Corp • Services-amusement & recreation services • Minnesota
Southwest Casino and Hotel Corp., a Minnesota corporation (the “Company”), and Tracie L. Wilson (“Employee”) enter into this Employment Agreement (“Agreement”) effective June 7, 2006 (“Effective Date”). Company and Employee are collectively referred to in this Agreement as the “Parties”.
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”).
CONSULTING AGREEMENTConsulting Agreement • October 23rd, 2008 • Southwest Casino Corp • Services-amusement & recreation services • New York
Southwest Casino and Hotel Corp., a Minnesota corporation (“Southwest”), and Black Diamond Commercial Finance, L.L.C., a Delaware limited liability company, in its capacity as Agent (as such term is defined in the Credit Agreement, “Agent”) under the Credit Agreement (“BDCF”), enter into this Consulting Agreement (this “Agreement”) effective as of October 19, 2008 (the “Effective Date”).
