Exhibit 4.1
ASSUMPTION
AGREEMENT
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 ”).
R E C I T A L S
WHEREAS, Southwest and Parent are
parties to that certain Agreement and Plan of Reorganization, dated
July 14, 2004 (the “ Merger Agreement ”), by and
among Southwest, Parent, Lone Moose Acquisition Corporation
(“ Acquisition Co. ”), and the other individuals
named as parties thereto, pursuant to which Acquisition Co. merged
with and into Southwest and Southwest survived and became a
wholly-owned subsidiary of Parent (the “ Reverse Merger
Transaction ”); and
WHEREAS, in connection with
Southwest’s sale and issuance of its 8% Convertible Demand
Notes, Southwest entered into that certain Registration Rights
Agreement dated as of June 29, 2004 (the “ Registration
Rights Agreement ”), with the investors listed as parties
thereto; and
WHEREAS, Section 11.10 of the
Registration Rights Agreement required Southwest to enter an
agreement with Parent, pursuant to
