LOAN AGREEMENT By and Among ESQUIRE LTD., INC., as Borrower WCW LANDCO, LLC, NEVADA PALACE, INC. NP LAND, LLC, as Guarantors and OCM INVESTCO, LLC, as Lender Dated as of September 30, 2005Loan Agreement • July 26th, 2006 • OCM HoldCo, LLC • Services-amusement & recreation services • Nevada
THIS LOAN AGREEMENT (this “Agreement”), dated as of September 30, 2005, is entered into by and among Esquire Ltd., Inc., a Nevada corporation (“Esquire” or the “Borrower”), WCW Landco, LLC, a Nevada limited liability company (“WCW”), Nevada Palace, Inc., a Nevada corporation (“Nevada Palace”), NP Land, LLC, a limited liability company (“NP Land” and collectively with WCW and Nevada Palace, the “Guarantors”), and OCM InvestCo, LLC, a Nevada limited liability company (“Oaktree” or the “Lender”).
MENDENHALL B LOAN AGREEMENT By and Among MGIM, LLC, as Borrower MILLENNIUM GAMING, INC., as Guarantor OCM INVESTCO, LLC, as LenderLoan Agreement • July 26th, 2006 • OCM HoldCo, LLC • Services-amusement & recreation services • Nevada
THIS LOAN AGREEMENT (this “Agreement”), dated as of January 5, 2006, is entered into by and among MGIM, LLC, a Nevada limited liability company (“MGIM” or the “Borrower”), Millennium Gaming, Inc., a Nevada corporation (“Millennium” or the “Guarantor”), OCM InvestCo, LLC, a Nevada limited liability company (“InvestCo” or the “Lender”), and Cannery Casino Resorts, LLC, a Nevada limited liability company (“CCR”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of May 13, 2014 by and among GAMING AND LEISURE PROPERTIES, INC., as Parent, GLP CAPITAL, L.P. as Buyer, PA MEADOWS, LLC, as the Company, and PA MEZZCO, LLC, CANNERY CASINO RESORTS, LLC, together, as SellersMembership Interest Purchase Agreement • August 13th, 2014 • OCM HoldCo, LLC • Services-amusement & recreation services • New York
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 13, 2014 (the “Effective Date”), by and among Gaming and Leisure Properties, Inc., a Pennsylvania corporation (“Parent”), GLP Capital, L.P., a Pennsylvania limited partnership (“Buyer”), Cannery Casino Resorts, LLC, a Nevada limited liability company (“Seller Parent”), PA MezzCo, LLC, a Delaware limited liability company (“Holdco”, together with Seller Parent, “Sellers”), and PA Meadows, LLC, a Delaware limited liability company (the “Company”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Section 12.01.
FINANCIAL SERVICES AGREEMENTFinancial Services Agreement • September 8th, 2006 • OCM HoldCo, LLC • Services-amusement & recreation services • Nevada
This Agreement is made by and entered into by and between CASH SYSTEMS, INC., a Delaware corporation (“CSI”), located at 7350 DEAN MARTIN DRIVE, SUITE 309, LAS VEGAS, NEVADA, 89139, MANDARIN ENTERPRISES, LLC. Located at 6121 SUNDOWN CREST CT., LAS VEGAS, NEVADA, 89113 (Contractor) and THE CANNERY CASINO located at 2121 EAST CRAIG ROAD, NORTH LAS VEGAS, NEVADA, 89030 (“Service Center”), (with CSI, Contractor and Company hereinafter sometimes referred to as “party” or “parties,” with reference to the following):
THE CANNERY MANAGEMENT AGREEMENTThe Cannery Management Agreement • September 8th, 2006 • OCM HoldCo, LLC • Services-amusement & recreation services • Nevada
THIS, THE CANNERY MANAGEMENT AGREEMENT (the “Agreement”), is made and entered into effective as of the day of May, 2002 (the “Effective Date”), by and between The Cannery Hotel and Casino, LLC, a Nevada limited liability company (together with its permitted successors and assigns under this Agreement, “Owner”), and Millennium Management Group II, LLC, a Nevada limited liability company (together with its permitted successors and assigns under this Agreement, “Manager”).
MEMBERS’ GUARANTYMembers’ Guaranty • July 26th, 2006 • OCM HoldCo, LLC • Services-amusement & recreation services • Nevada
THIS LIMITED CONTINUING GUARANTY (“Guaranty”), dated as of January 5, 2006 is executed and delivered by Millennium Gaming, Inc. (“Millennium”), Esquire Ltd., Inc. (“Esquire”) and MGIM, LLC, a Nevada limited liability company (“MGIM”) (each a “Guarantor” and, collectively, the “Guarantors”), in favor of the commercial lending institutions (the “Lenders”) from time to time party to the Credit Agreement (as hereinafter defined) and Bank of America, N.A. (“Bank of America”), as Administrative Agent (in such capacity, together with any successor appointed pursuant to Section 9.06 of the Credit Agreement, the “Administrative Agent”) for the Lenders.
FIRST AMENDMENT AND RESTATEMENT OF CONTRIBUTION AND UNIT PURCHASE AGREEMENT by and among the parties named herein, Dated as of September 23, 2005Contribution and Unit Purchase Agreement • June 9th, 2006 • OCM HoldCo, LLC • Nevada
This FIRST AMENDMENT AND RESTATEMENT OF CONTRIBUTION AND UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of September 23, 2005 (the “Execution Date”), is entered into by and among William J. Paulos (“Paulos”), William C. Wortman (“Wortman”), Millennium Gaming, Inc., a Nevada corporation (“Millennium”), Cannery Casino Resorts, LLC, a Nevada limited liability company (the “Company”), MGIM, LLC, a Nevada limited liability company (“MGIM”), WCW Landco, LLC, a Nevada limited liability company (“WCW”), NP Land, LLC, a Nevada limited liability company (“NP Land”), OCM InvestCo, LLC, a Nevada limited liability company (“Oaktree”), OCM AcquisitionCo, LLC, a Nevada limited liability company (“AcquisitionCo”), and OCM LandCo, LLC, a Delaware limited liability company (“LandCo”), and amends and restates in its entirety that certain Contribution and Unit Purchase Agreement, dated as of May 10, 2005, by and among the aforementioned parties (other than LandCo). Capitalized terms used herein and
SERIES C PREFERRED PURCHASE AGREEMENT by and among CROWN LIMITED, CROWN CCR GROUP INVESTMENTS ONE, LLC, CROWN CCR GROUP INVESTMENTS TWO, LLC, MILLENNIUM GAMING, INC., OCM ACQUISITIONCO, LLC and CANNERY CASINO RESORTS, LLC Dated as of March 3, 2010Series C Preferred Purchase Agreement • March 9th, 2010 • OCM HoldCo, LLC • Services-amusement & recreation services • Delaware
This SERIES C PREFERRED PURCHASE AGREEMENT, dated as of March 3, 2010 (this “Agreement”), is by and among (i) Crown Limited, an Australian company (the “Parent”), (ii) Crown CCR Group Investments One, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of the Parent (“Crown One”), (iii) Crown CCR Group Investments Two, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of the Parent (“Crown Two” and, collectively with Crown One and the Parent, the “Crown Parties”), (iii) Millennium Gaming, Inc., a Nevada corporation (“Millennium”), (iv) OCM AcquisitionCo, LLC, a Delaware limited liability company (“AcquisitionCo” and, collectively with Millennium, Crown One and Crown Two, the “Purchasers” and each, a “Purchaser”), and (v) Cannery Casino Resorts, LLC, a Nevada limited liability company (“CCR”).
GROUND LEASEGround Lease • July 26th, 2006 • OCM HoldCo, LLC • Services-amusement & recreation services
This GROUND LEASE (“Lease”), is made and effective as of , 2006 (the “Commencement Date”) by and between NP LAND, LLC, a Nevada limited-liability company (“Lessor”), and NEVADA PALACE, LLC, a Nevada limited-liability company (“Lessee”) (collectively, the “Parties,” and each sometimes singularly, a “Party”), with reference to the following facts:
RAMPART CASINO MANAGEMENT AGREEMENTRampart Casino Management Agreement • September 8th, 2006 • OCM HoldCo, LLC • Services-amusement & recreation services • Nevada
THIS RAMPART CASINO MANAGEMENT AGREEMENT (the “Agreement”), is made and entered into effective as of the 1st day of April, 2002 (the “Effective Date”), by and between Rampart Resort Management, LLC, a Nevada limited liability company (together with its permitted successors and assigns under this Agreement, “Operator”), and Millennium Management Group II, LLC, a Nevada limited liability company (together with its permitted successors and assigns under this Agreement, “Manager”).
CASINO MANAGEMENT AGREEMENTCasino Management Agreement • July 26th, 2006 • OCM HoldCo, LLC • Services-amusement & recreation services • Nevada
THIS CASINO MANAGEMENT AGREEMENT (this “Agreement”), is made and entered into on this [ ] day of [ ], 200[ ], by and between Cannery Casino Resorts, LLC, a Nevada limited liability company (“CCR”), Rampart Resort Management, LLC, a Nevada limited liability company (“Rampart”), The Cannery Hotel and Casino, LLC, a Nevada limited liability company (“Cannery”), Nevada, LLC, a Nevada limited liability company (“Nevada Palace”), and Millennium Management Group II, LLC, a Nevada limited liability company (together with its permitted successors and assigns, “Manager,” and together with CCR, Rampart, Cannery and Nevada Palace, each, a “Party,” and collectively, the “Parties”).
LIMITED LIABILITY COMPANY AGREEMENT OF OCM HOLDCO, LLC, a Delaware limited liability companyLimited Liability Company Agreement • June 9th, 2006 • OCM HoldCo, LLC • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of OCM HoldCo, LLC, a Delaware limited liability company (the “Company”), is entered into on September 23, 2005 (the “Execution Date”), and shall be effective as of the First Closing Date (such date, the “Effective Date”), except that Article VII shall be effective as of the Execution Date, by and among the Persons who are identified as Members on Annex A attached hereto and who have executed a counterpart of this Agreement as Members pursuant to the provisions of the Act, on the following terms and conditions:
WAIVER AND AMENDMENT TO THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF CANNERY CASINO RESORTS, LLCOperating Agreement • November 9th, 2012 • OCM HoldCo, LLC • Services-amusement & recreation services • New York
This WAIVER AND AMENDMENT TO THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF CANNERY CASINO RESORTS, LLC (this “Agreement”) is made as of October 2, 2012 by and among Millennium Gaming, Inc., a Nevada corporation (“Millennium Gaming”), OCM AcquisitionCo, LLC, a Nevada limited liability company (“AcquisitionCo”), Crown CCR Group Investments One, LLC, a Delaware limited liability company (“Crown One”), and Crown CCR Group Investments Two, LLC, a Delaware limited liability company (“Crown Two” and, together with Millennium Gaming, AcquisitionCo and Crown One, the “Current Members”) and amends the Third Amended and Restated Operating Agreement of Cannery Casino Resorts, LLC, dated as of March 3, 2010, by and between Millennium Gaming, AcquisitionCo, Crown One and Crown Two (the “Operating Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Operating Agreement.
PREFERRED PURCHASE AGREEMENT by and among CROWN LIMITED, CROWN CCR GROUP INVESTMENTS ONE, LLC, CROWN CCR GROUP INVESTMENTS TWO, LLC, MILLENNIUM GAMING, INC., OCM HOLDCO, LLC and CANNERY CASINO RESORTS, LLC Dated as of March 12, 2009Preferred Purchase Agreement • March 31st, 2009 • OCM HoldCo, LLC • Services-amusement & recreation services • Delaware
This PREFERRED PURCHASE AGREEMENT, dated as of March 12, 2009 (this “Agreement”), is by and among (i) Crown Limited, an Australian company (the “Parent”), (ii) Crown CCR Group Investments One, LLC and Crown CCR Group Investments Two, LLC, each a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (collectively, the “Purchasers” and each, a “Purchaser” and, collectively with the Parent, the “Crown Parties”), (iii) Millennium Gaming, Inc., a Nevada corporation (“Millennium”), (iv) OCM HoldCo, LLC, a Delaware limited liability company (“HoldCo” and, collectively with Millennium, the “Current Equityholders” and each, a “Current Equityholder”), and (v) Cannery Casino Resorts, LLC, a Nevada limited liability company (“CCR”).
TERMINATION AND SETTLEMENT AGREEMENTTermination and Settlement Agreement • March 31st, 2009 • OCM HoldCo, LLC • Services-amusement & recreation services • Delaware
This TERMINATION AND SETTLEMENT AGREEMENT, dated as of March 12, 2009 (this “Agreement”), is by and among (i) Crown Limited, an Australian company (the “Parent”), (ii) Crown CCR Group Investments One, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“Crown One”), (iii) Crown CCR Group Investments Two, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“Crown Two” and, collectively with Crown One and the Parent, the “Crown Parties” and each, a “Crown Party”), (iv) Millennium Gaming, Inc., a Nevada corporation (“Millennium”), (v) OCM HoldCo, LLC, a Delaware limited liability company (“HoldCo” and, collectively with Millennium, the “Current Equityholders” and each, a “Current Equityholder”), and (vi) Cannery Casino Resorts, LLC, a Nevada limited liability company (“CCR”)
CASINO SUBLEASE AGREEMENT between HOTSPUR CASINOS NEVADA, INC., a Nevada Corporation and RAMPART RESORT MANAGEMENT, LLC a Nevada Limited Liability CompanyCasino Sublease Agreement • July 26th, 2006 • OCM HoldCo, LLC • Services-amusement & recreation services • Nevada
This CASINO SUBLEASE AGREEMENT (this “Lease”) is made and entered into as April 1, 2002 by and between HOTSPUR CASINOS NEVADA, INC., a Nevada corporation (“Landlord”) and RAMPART RESORT MANAGEMENT, LLC, a Nevada limited liability company (“Tenant”), who, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, agree as follows:
AMENDED AND RESTATED OPERATING AGREEMENT OF CANNERY CASINO RESORTS, LLC, a Nevada Limited Liability Company Dated as of [ ]Operating Agreement • June 9th, 2006 • OCM HoldCo, LLC • Nevada
This AMENDED AND RESTATED OPERATING AGREEMENT of Cannery Casino Resorts, LLC, is entered into and shall be effective as of [ ] (the “Effective Date”), by and among the Persons who are identified as Members on Appendix A and who have executed a counterpart of this Agreement as Members pursuant to the provisions of the Act.
EQUITY COMMITMENT LETTER AGREEMENT July 26, 2006Equity Commitment Letter Agreement • July 26th, 2006 • OCM HoldCo, LLC • Services-amusement & recreation services • New York
Reference is made to that certain Stock Purchase Agreement, dated as of November 8, 2005 (such agreement, as amended by the First Amendment thereto dated as of the date hereof, and as further amended, supplemented or otherwise modified from time to time, the “Stock Purchase Agreement”), by and between Magna Entertainment Corp., a Delaware corporation (“Magna”), in its capacity as seller thereunder (“Seller”), and PA Meadows, LLC, a Delaware limited liability company (“PA Meadows”), in its capacity as buyer thereunder, and to that certain Post-Closing and Note Issuance Agreement, dated as of the date hereof (such agreement, as amended, supplemented or otherwise modified from time to time, the “Note Agreement”), by and among PA Meadows, in its capacity as borrower thereunder, Magna, in its capacity as agent thereunder (together with its successors, “Note Agent”), the holders party thereto from time to time (the “Holders” and, together with Note Agent, Seller and Operator (as such term is
LEASE AGREEMENTLease Agreement • September 27th, 2006 • OCM HoldCo, LLC • Services-amusement & recreation services • Nevada
THIS LEASE AGREEMENT (this “Agreement”) is made this 15th day of July, 2006 (the “Effective Date”), by and between Millennium Gaming, Inc., a Nevada corporation (the “Landlord”), and Cannery Casino Resorts, LLC, a Nevada limited liability company (the “Tenant”).
AMENDMENT TO PLEDGE AGREEMENTPledge Agreement • April 9th, 2007 • OCM HoldCo, LLC • Services-amusement & recreation services • Nevada
This Amendment to Pledge Agreement (this “Amendment”), dated as of April 2, 2007 (the “Effective Date”), relates to the Pledge Agreement dated as of June 5, 2006 (the “Pledge”), among Millennium Gaming, Inc. (“Millennium”), MGIM, LLC (“MGIM” and together with Millennium, the “Pledgors”) in favor of the Lenders (as defined in the Credit Agreement (as hereinafter defined)) and Bank of America, N.A. (“Bank of America”), as Administrative Agent (the “Administrative Agent”).
PLEDGE AGREEMENTPledge Agreement • April 9th, 2007 • OCM HoldCo, LLC • Services-amusement & recreation services • Nevada
This PLEDGE AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Pledge Agreement”), dated as of June 5, 2006, is made by MILLENNIUM GAMING, INC., a Nevada corporation (“MGI”), and MGIM, LLC, a Nevada limited liability company (“MGIM,” and together with MGI, the “Pledgor”), in favor of BANK OF AMERICA, N.A., as the administrative agent (together with any successor thereto in such capacity, the “Administrative Agent”) for each of the Secured Parties.
AMENDMENT TO LIMITED CONTINUING GUARANTYLimited Continuing Guaranty • September 27th, 2006 • OCM HoldCo, LLC • Services-amusement & recreation services • Nevada
This Amendment to Limited Continuing Guaranty (this “Amendment”), dated as of September 22, 2006, relates to the Limited Continuing Guaranty dated as of January 5, 2006 (as amended to date, the “Guaranty”), among Millennium Gaming, Inc., Esquire Ltd., Inc. and MGIM, LLC (collectively the “Guarantors”) in favor of the Lenders (as defined in the Credit Agreement (as hereinafter defined)) and Bank of America, N.A. (“Bank of America”), as Administrative Agent (the “Administrative Agent”).
THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF CANNERY CASINO RESORTS, LLC, A NEVADA LIMITED LIABILITY COMPANY Dated as of March 3, 2010Operating Agreement • March 9th, 2010 • OCM HoldCo, LLC • Services-amusement & recreation services • Nevada
This THIRD AMENDED AND RESTATED OPERATING AGREEMENT of Cannery Casino Resorts, LLC, is entered into and shall be effective as of March 3, 2010 (the “Effective Date”), by and among the Persons who are identified as Members on Appendix A and who have executed a counterpart of this Agreement as Members pursuant to the provisions of the Act. Certain capitalized terms used herein are defined in Appendix B.
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • March 30th, 2012 • OCM HoldCo, LLC • Services-amusement & recreation services • New York
This AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT, dated as of February 7, 2012 (this “Amendment”), is entered into among CANNERY CASINO RESORTS, LLC, a Nevada limited liability company (“CCR” or “Borrower”), WASHINGTON TROTTING ASSOCIATION, INC., a Delaware corporation (“WTA” and, collectively with CCR, the “Borrowers”), each Lender (as defined below) party hereto, and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and amends the FIRST LIEN CREDIT AGREEMENT, dated as of May 18, 2007 (as amended by that certain Amendment No. 1 to First Lien Credit Agreement, dated as of March 3, 2010, the “Credit Agreement”), among the Borrowers, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent and CIT LENDING SERVICES C
AMENDMENT NO. 1 TOFirst Lien Credit Agreement • March 9th, 2010 • OCM HoldCo, LLC • Services-amusement & recreation services • New York
This AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT, dated as of March 3, 2010 (this “Amendment”), is entered into among CANNERY CASINO RESORTS, LLC, a Nevada limited liability company (“CCR” or “Borrower”), WASHINGTON TROTTING ASSOCIATION, INC., a Delaware corporation (“WTA” and, collectively with CCR, the “Borrowers”), each Lender (as defined below) party hereto, and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and amends the FIRST LIEN CREDIT AGREEMENT, dated as of May 18, 2007 (the “Credit Agreement”), among the Borrowers, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent and CIT LENDING SERVICES CORPORATION, COMMERZBANK AG, LOS ANGELES BRANCH and NEVADA STATE BANK, as Co-Documentation Agents. Capital
