COAST HOTELS AND CASINOS, INC. COAST RESORTS, INC. 9 1/2% SENIOR SUBORDINATED NOTES DUE 2009 PLACEMENT AGREEMENT March 11, 2002Coast Hotels & Casinos Inc • March 22nd, 2002 • Hotels & motels • New York
AGREEMENT ---------Pledge Agreement • March 30th, 2000 • Coast Hotels & Casinos Inc • Hotels & motels • California
REGISTRATION RIGHTS AGREEMENT Dated March 19, 2002Registration Rights Agreement • March 22nd, 2002 • Coast Hotels & Casinos Inc • Hotels & motels • New York
EXHIBIT 10.54 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Sheppard, Mullin, Richter & Hampton, LLP 333 South Hope Street, 48th Floor Los Angeles, California 90071 Attention: Richard L. Sommers, Esquire INSTRUCTIONS TO COUNTY RECORDER: Please...Coast Hotels & Casinos Inc • March 30th, 2000 • Hotels & motels • Nevada
GUARANTY --------Guaranty - • March 30th, 2000 • Coast Hotels & Casinos Inc • Hotels & motels • California
AGREEMENT ---------Security Agreement • March 30th, 2000 • Coast Hotels & Casinos Inc • Hotels & motels • California
The Owner and Contractor agree as set forth below. 2 ARTICLE 1 THE CONTRACT DOCUMENTSCoast Hotels & Casinos Inc • March 8th, 1999 • Hotels & motels
AGREEMENT ---------Security Agreement • March 30th, 2000 • Coast Hotels & Casinos Inc • Hotels & motels • California
RECITALSThird Supplemental Indenture • March 22nd, 2002 • Coast Hotels & Casinos Inc • Hotels & motels • New York
EXHIBIT 10.1 MASTER SECURITY AGREEMENT 1. GRANT OF SECURITY INTEREST; DESCRIPTION OF COLLATERAL The Debtor named below grants to Secured Party a security interest in the property described in the Schedules of Indebtedness and Collateral now or...Master Security Agreement • November 14th, 1996 • Coast Hotels & Casinos Inc • Hotels & motels • Nevada
1 EXHIBIT 10.34 Amendment No. 1 dated as of December 27, 1996 (the "Amendment") to Master Security Agreement dated as of October 24, 1996 (the "Master Security Agreement") between the CIT Group/Equipment Financing, Inc. as Secured Party, and Coast...Coast Hotels & Casinos Inc • March 8th, 1999 • Hotels & motels • Coast
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 1997 • Coast Hotels & Casinos Inc • Hotels & motels
1 EXHIBIT 10.33 THE CIT GROUP FINANCING MASTER SECURITY AGREEMENT 1. GRANT OF SECURITY INTEREST; DESCRIPTION OF COLLATERAL. The Debtor named below grants to Secured Party a security interest in the property described in the Schedules of Indebtedness...Master Security Agreement • March 8th, 1999 • Coast Hotels & Casinos Inc • Hotels & motels • Nevada
STOCKHOLDERS AGREEMENT dated as of February 6, 2004 (this “Agreement”) among BOYD GAMING CORPORATION, a Nevada corporation (“Parent”), and the individuals listed on Schedule A attached hereto (each, a “Stockholder” and, collectively, the “Stockholders”).Agreement and Plan of Merger • February 10th, 2004 • Coast Hotels & Casinos Inc • Hotels & motels • Nevada
AGREEMENT AND PLAN OF MERGER dated as of February 6, 2004, among BOYD GAMING CORPORATION, a Nevada corporation (“Parent”), BGC, INC., a Nevada corporation and a wholly owned subsidiary of Parent (“Sub”), and COAST CASINOS, INC., a Nevada corporation (the “Company”).
ContractAnd Restated Security Agreement • October 9th, 2003 • Coast Hotels & Casinos Inc • Hotels & motels • California
Exhibit 10.35 AMENDED AND RESTATED SECURITY AGREEMENT This AMENDED AND RESTATED SECURITY AGREEMENT (“Agreement”), dated as of September 26, 2003, is made by Coast Hotels and Casinos, Inc., a Nevada corporation (“Grantor”), in favor of Bank of America, N.A., as Administrative Agent under the Credit Agreement hereafter referred to (in such capacity, “Administrative Agent”), and in favor of each of the Lenders therein named (collectively referred to herein as “Secured Party”), with reference to the following facts: RECITALS A. Bank of America, N.A., the lenders signatory thereto and Grantor have heretofore entered into an Amended and Restated Loan Agreement dated as of September 16, 1999, pursuant to which certain credit accommodations have been made available to Grantor (“Existing Credit Agreement”). B. Pursuant to a Security Agreement dated as of March 18, 1999 in favor of Bank of America National Trust and Savings Association (now known as Bank of America, N.A.) and the lenders party t
ContractGuaranty • March 31st, 2003 • Coast Hotels & Casinos Inc • Hotels & motels
GUARANTY This GUARANTY (“Guaranty”), dated as of March 28, 2003, is made by Coast Casinos, Inc., a Nevada corporation (“Guarantor”), in favor of Bank of America, N.A. (the “Bank”), with reference to the following facts: RECITALS A. Pursuant to the Bridge Loan Agreement dated as of March 28, 2003 by and among Coast Hotels and Casinos, Inc., a Nevada corporation (the “Borrower”), Bank of America, N.A. (the “Bank”) (as such agreement may from time to time be extended, modified, renewed, restated, supplemented or amended, the “Loan Agreement”), the Bank is making a credit facility available to Borrower. B. As a condition to the availability of that credit facility, Guarantor is required to enter into this Guaranty and to guaranty the Guarantied Obligations as hereinafter provided. C. Guarantor expects to realize direct and indirect benefits as the result of the availability of the aforementioned credit facility to Borrower. AGREEMENT NOW, THEREFORE, in order to induce the Bank to extend th
By: /s/ Michael J. Gaughan ----------------------------- Name: Michael J. Gaughan Title: Chairman and Chief Executive OfficerCoast Hotels & Casinos Inc • March 31st, 1998 • Hotels & motels
Coast Resorts, Inc., a Nevada corporation (the "Guarantor" which term includes any successor or additional Guarantor under the Indenture (the "Indenture") referred to in the Note upon which this notation is endorsed), has unconditionally guaranteed the Obligations of the Company under the Notes, the Indenture and the related Security Documents, on a senior secured basis (each such guarantee being a "Note Guarantee"), to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns irrespective of the validity or enforceability of the Indenture, the Notes or the Obligations of the Company under this Indenture or the Notes, that: (i) the principal of, premium, if any, and interest on the Notes issued hereunder shall be paid in full when due, whether at the maturity or interest payment or mandatory redemption date, by acceleration, call for redemption or otherwise, and interest on the overdue principal, premium, if any, and interest, if any, of the Notes
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • March 9th, 2004 • Coast Hotels & Casinos Inc • Hotels & motels • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 20, 2004, among Coast Hotels and Casinos Indiana, LLC, an Indiana limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Coast Hotels and Casinos, Inc. (or its permitted successor), a Nevada corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, formerly known as Firstar Bank of Minnesota, N.A., as trustee under the indenture referred to below (the “Trustee”).
granting to the 1997 Trustee liens, mortgages, pledges and security interests in Collateral, as that term is defined in the 1996 Indenture (such Collateral, which constitutes a substantial part of the collateral held by 1996 Trustee, being defined...Passu Intercreditor Agreement • March 31st, 1998 • Coast Hotels & Casinos Inc • Hotels & motels • New York
ContractPledge Agreement • October 9th, 2003 • Coast Hotels & Casinos Inc • Hotels & motels • California
Exhibit 10.39 AMENDED AND RESTATED PLEDGE AGREEMENT This AMENDED AND RESTATED PLEDGE AGREEMENT (“Agreement”), dated as of September 26, 2003, is made by COAST CASINOS, INC., a Nevada corporation (“Grantor”), in favor of and for the benefit of BANK OF AMERICA, N.A., as Administrative Agent under the Credit Agreement hereafter referred to (in such capacity, “Administrative Agent”), and in favor of each of the Lenders therein named, collectively as Secured Party, with reference to the following facts: RECITALS A. Bank of America, N.A., the lenders signatory thereto and Coast Hotels and Casinos, Inc., a Nevada corporation (“Borrower”) have heretofore entered into an Amended and Restated Loan Agreement dated as of September 16, 1999, pursuant to which certain credit accommodations have been made available to Borrower (“Existing Credit Agreement”). B. Pursuant to a Pledge Agreement dated as of September 24, 1999 in favor of Bank of America, N.A. and the lenders party to the Existing Credit A
ContractProperty Purchase Agreement and Escrow Instructions • March 31st, 2003 • Coast Hotels & Casinos Inc • Hotels & motels
FIRST AMENDMENT TO PROPERTY PURCHASE AGREEMENT and ESCROW INSTRUCTIONS THIS FIRST AMENDMENT TO PROPERTY PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS (hereinafter referred to as this “Amendment”) is dated and made effective as of May 15, 2002 and is made and entered into by and between COAST HOTELS AND CASINOS, INC., a Nevada corporation (“BUYER”), SOUTH LAS VEGAS, LLC, a Delaware limited-liability company (“SELLER”) and GREENPARK GROUP, LLC, a Delaware limited-liability company (“GREENPARK”). W I T N E S S E T H: WHEREAS, BUYER, SELLER and GREENPARK are parties to a document entitled “Property Purchase Agreement and Escrow Instructions” dated and made effective as of October 26, 2001 relative to real property located in the Northeast Quarter (NE 1/4) of Section 29, Township 22 South, Range 61 East, M.D.B. & M in Clark County, Nevada, which document is herein referred to as the “Agreement”; and WHEREAS, BUYER, SELLER and GREENPARK desire to amend the Agreement as provided herein, NOW, THE
ContractLoan Agreement • March 31st, 2003 • Coast Hotels & Casinos Inc • Hotels & motels
AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AGREEMENT This Amendment No. 1 to Amended and Restated Loan Agreement dated as of December 1, 2001 (“Amendment”) is entered into with reference to the Amended and Restated Loan Agreement dated as of September 16, 1999 among Coast Hotels and Casinos, Inc., a Nevada corporation (“Borrower”), the Lenders named therein, and Bank of America, N.A., as Administrative Agent (as amended, the “Loan Agreement”). Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Loan Agreement. The Administrative Agent, acting with the consent of the Requisite Lenders under the Loan Agreement and Borrower hereby agree to amend the Loan Agreement as follows: 1. Capital Expenditures — Section 6.15(a), (e) and (e). Section 6.15 (a), (b) and (e) of the Loan Agreement are hereby amended to read in full as follows:
ContractProperty Purchase Agreement and Escrow Instructions • March 31st, 2003 • Coast Hotels & Casinos Inc • Hotels & motels
PROPERTY PURCHASE AGREEMENT and ESCROW INSTRUCTIONS THIS DOCUMENT (hereinafter referred to as this “Agreement”) is dated and made effective as of October 26, 2001 and is made and entered into by and between SOUTH LAS VEGAS, LLC, a Delaware limited-liability company (“SELLER”); GREENPARK GROUP, LLC, a Delaware limited-liability company (“GREENPARK”); COAST HOTELS AND CASINOS, INC., a Nevada corporation (“BUYER”); UNITED TITLE OF NEVADA, INC., a Nevada corporation (“ESCROW AGENT”); and CB RICHARD ELLIS, INC., a Nevada corporation (“BROKER”). W I T N E S S E T H: WHEREAS, SELLER owns the real property described as Parcels One (1) through Twenty-five (25), inclusive, in Exhibit “A” attached hereto and by this reference incorporated herein, which real property, including and together with (i) all real property improvements located thereon, (ii) all appurtenances thereto, (iii) all rights, entitlements, interests and benefits relating thereto, (iv) the interest of SELLER in any streets, road
RECITALS --------Trademark Security Interest • March 30th, 2000 • Coast Hotels & Casinos Inc • Hotels & motels • California
GUARANTYGuaranty • March 9th, 2004 • Coast Hotels & Casinos Inc • Hotels & motels • California
This GUARANTY (“Guaranty”), dated as of February 26, 2004, is made by Coast Hotels and Casinos Indiana, LLC, an Indiana limited liability company (“Guarantor”) in favor of Bank of America, N.A., as Administrative Agent (in such capacity, “Administrative Agent”) for the benefit of the Lenders, as defined below (collectively with the Lenders, “Lender”), and in favor of each of the Lenders, with reference to the following facts:
ContractLoan Agreement • August 12th, 2003 • Coast Hotels & Casinos Inc • Hotels & motels
AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of June 26, 2003, is entered into by and between Coast Hotels and Casinos, Inc., a Nevada corporation (“Borrower”) and Bank of America, N.A. as Administrative Agent (the “Agent”) for itself and for the other Lenders, with reference to the Amended and Restated Loan Agreement, dated as of September 16, 1999 (as amended, the “Loan Agreement”), among Borrower, the Agent and the Lenders. RECITALS A. The Borrower has requested that the Lenders agree to extend the maturity of certain permitted indebtedness under the Loan Agreement. B. Reference is made to the Ground Lease Agreement dated October 28, 1994 by and among 21 Stars, Ltd., a Nevada limited liability company, Barbary Coast Hotel and Casino, a Nevada general partnership (“Barbary”), Wanda Peccole, as successor Trustee of the Peccole 1982 Trust dated February 15, 1982 and William Peter and Wand
ContractAircraft Security Agreement • March 31st, 2003 • Coast Hotels & Casinos Inc • Hotels & motels
Aircraft Security Agreement For Aircraft Loans, except Inventory Loans, in all States. This form is subject to State legal requirements. 1. Grant of Security Interest; Description of Collateral. The undersigned Debtor, meaning all Debtors jointly and severally (“Debtor”), to secure payment of the indebtedness evidenced hereby to the below named Secured Party, its successors and assigns (“Secured Party”), hereby grants to Secured Party a security interest in the following-described aircraft, engine(s), propeller(s) and equipment, together with all attachments, replacements, substitutions, additions, proceeds, and all log books, hereinafter referred to as “Collateral”:
ContractLoan Agreement • March 31st, 2003 • Coast Hotels & Casinos Inc • Hotels & motels
AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of December 10, 2002, is entered into by and between Coast Hotels and Casinos, Inc., a Nevada corporation (“Borrower”) and Bank of America, N.A. as Administrative Agent (“Agent”) for itself and for the other Lenders. RECITALS A. Borrower, Agent and the Lenders are parties to that certain Amended and Restated Loan Agreement, dated as of September 16, 1999 (as amended, the “Loan Agreement”). B. Borrower has financed the acquisition of an Aircraft with the proceeds of Loans made under the Loan Agreement and wishes to incur Indebtedness outside of the Loan Agreement (the “Aircraft Loan”), the proceeds of which are to be used solely to refinance such Loans. Borrower has requested that the Agent and the Lenders permit the Aircraft Loan as Refinanced Purchase Money Indebtedness (as hereinafter defined) under Section 6.10(c) of the Loan Agreement. C. B
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 9th, 2004 • Coast Hotels & Casinos Inc • Hotels & motels
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of November 13, 2003, is entered into by and between Coast Hotels and Casinos, Inc., a Nevada corporation (“Borrower”) and Bank of America, N.A. as Administrative Agent (the “Agent”) for itself and for the other Lenders, with reference to the Amended and Restated Credit Agreement, dated as of September 26, 2003 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Borrower, the Lenders, Co-Syndication Agent, Documentation Agent, Co-Agent, Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer, and Banc of America Securities, LLC and Wells Fargo Bank, National Association, as Joint Lead Arrangers and Joint Book Managers.
ContractLoan Agreement • March 31st, 2003 • Coast Hotels & Casinos Inc • Hotels & motels
AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of February 26, 2003, is entered into by and between Coast Hotels and Casinos, Inc., a Nevada corporation (“Borrower”) and Bank of America, N.A. as Administrative Agent (the “Agent”) for itself and for the other Lenders, with reference to the Amended and Restated Loan Agreement, dated as of September 16, 1999 (as amended, the “Loan Agreement”) among Borrower, the Agent and the Lenders. The parties hereby agree as follows: 1. Defined Terms. Any and all initially capitalized terms set forth without definition in this Amendment (including, without limitation, in the recitals hereto) shall have the respective meanings ascribed thereto in the Loan Agreement. 2. Section 6.9 (Negative Pledge). Section 6.9(f) of the Loan Agreement is amended to read in full as follows:
ContractCoast Hotels & Casinos Inc • October 9th, 2003 • Hotels & motels
Exhibit 10.37 AMENDED AND RESTATED GUARANTY This AMENDED AND RESTATED GUARANTY (“Guaranty”), dated as of September 26, 2003, is made by Coast Casinos, Inc., a Nevada corporation (“Guarantor”) in favor of Bank of America, N.A., as Administrative Agent (in such capacity, “Administrative Agent”) for the benefit of the Lenders that are party to the Credit Agreement referred to below (collectively with the Lenders, “Lender”), and in favor of each of the Lenders, with reference to the following facts: RECITALS A. Bank of America, N.A., the lenders signatory thereto and Coast Hotels and Casinos, Inc., a Nevada corporation (“Borrower”) have heretofore entered into an Amended and Restated Loan Agreement dated as of September 16, 1999, pursuant to which certain credit accommodations have been made available to Borrower (“Existing Credit Agreement”). B. Pursuant to a Guaranty dated as of March 18, 1999 in favor of Bank of America National Trust and Savings Association (now known as Bank of Americ
ContractPurchase Agreement • March 31st, 2003 • Coast Hotels & Casinos Inc • Hotels & motels • Nevada
PURCHASE AGREEMENT Parties. The parties to this Purchase Agreement (“Agreement”) are Nevada Power Company (“SELLER”) and Coast Hotels and Casinos, Inc. (“PURCHASER”) (collectively the SELLER and the PURCHASER are referred to as the “Parties”). Terms. In consideration of the mutual terms and conditions set forth herein, the Parties agree as follows: 1. Property. SELLER agrees to sell to PURCHASER, and PURCHASER agrees to purchase from SELLER, the real property described in Exhibit “A” (the “Property”). 2. Purchase Price. The purchase price for the Property, including the Deposit, shall be twenty million, seven hundred thousand dollars ($20,700,000) (the “Purchase Price”). This Purchase Price shall be subject to Section 33 herein. 3. Earnest Money Deposit. Within three (3) business days after the Effective Date of this Agreement (as defined in Section 34), PURCHASER shall deposit the sum of five hundred thousand dollars ($500,000.00) as an earnest money deposit with Nevada Title Company,
