MANAGEMENT AGREEMENTManagement Agreement • May 28th, 2010 • Tropicana Las Vegas Hotel & Casino, Inc. • Hotels & motels • Nevada
THIS MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of May 17, 2010 (the “Effective Date”) , by and between TROPICANA LAS VEGAS, INC., a Nevada corporation (“Owner”), and TRILLIANT MANAGEMENT, LP, a Delaware limited partnership (“Operator”).
U.S. $65,000,000 AMENDED AND RESTATED LOAN AGREEMENT, dated as of December 21, 2012, among TROPICANA LAS VEGAS, INC., as the Borrower, VARIOUS FINANCIAL INSTITUTIONS, as the Lenders, WELLS FARGO PRINCIPAL LENDING, LLC, as the Lead Arranger, and WELLS...Loan Agreement • December 26th, 2012 • Tropicana Las Vegas Hotel & Casino, Inc. • Hotels & motels • New York
AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”), dated as of December 21, 2012, among TROPICANA LAS VEGAS, INC., a Nevada corporation (the “Borrower”), the various lenders that are or may become a party to this Agreement (referred to individually as a “Lender” and collectively as the “Lenders”) and WELLS FARGO BANK, N.A., a national banking association (“Wells Fargo”), in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and in its capacity as the issuer of the Letters of Credit (in such capacity, the “Issuer”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Article I hereof.
AGREEMENT AND PLAN OF MERGER among TROPICANA LAS VEGAS HOTEL AND CASINO, INC., PENN NATIONAL GAMING, INC., LV MERGER SUB, INC., and Trilliant Gaming Nevada Inc. (as the Stockholder Representative) Dated as of April 28, 2015Agreement and Plan of Merger • April 29th, 2015 • Tropicana Las Vegas Hotel & Casino, Inc. • Hotels & motels • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of April 28, 2015, among Tropicana Las Vegas Hotel and Casino, Inc., a Delaware corporation (the “Company”), Penn National Gaming, Inc., a Pennsylvania corporation (“Parent”), LV Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and Trilliant Gaming Nevada Inc., a Delaware corporation, as the stockholder representative (the “Stockholder Representative”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 8th, 2010 • Tropicana Las Vegas Hotel & Casino, Inc. • Hotels & motels • Nevada
This Employment Agreement (this “Agreement”) is entered into as of October 1, 2010 by and between Tropicana Las Vegas, Inc. (“Company”), and Mrs. Joanne Beckett (“Executive”).
SECOND LIMITED DURATION WAIVER Dated as of November 2, 2011 by and among TROPICANA LAS VEGAS, INC., as the Borrower, THE FOOTHILL GROUP, INC., as a Lender, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent for the Lenders.Tropicana Las Vegas Hotel & Casino, Inc. • November 8th, 2011 • Hotels & motels
THIS SECOND LIMITED DURATION WAIVER (this “Limited Duration Waiver”) dated as of November 2, 2011, by and among TROPICANA LAS VEGAS, INC., a Nevada corporation (the “Borrower”), THE FOOTHILL GROUP, INC., in its capacity as a Lender (“Foothill”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the various lenders that are or may become a party to the Loan Agreement (as defined below) (referred to individually as a “Lender” and collectively as the “Lenders”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2014 • Tropicana Las Vegas Hotel & Casino, Inc. • Hotels & motels • Nevada
This Employment Agreement (this "Agreement") is entered into as of August 4, 2014, by and between Tropicana Las Vegas, Inc. ("Company"), and Joanne Beckett ("Employee").
WARRANT AGREEMENTWarrant Agreement • April 13th, 2010 • Tropicana Las Vegas Hotel & Casino, Inc. • Hotels & motels • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of the 1st day of July, 2009 between Tropicana Las Vegas Hotel and Casino, Inc., a Delaware corporation (the “Company”), and Tropicana Las Vegas Hotel and Casino, Inc., a Delaware corporation, as Warrant Agent (the “Warrant Agent”). Unless otherwise indicated, capitalized words and phrases in this Agreement shall have the meanings set forth in Section 1.1 of this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • February 16th, 2010 • Tropicana Las Vegas Hotel & Casino, Inc. • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of July 1, 2009 (the “Effective Date”) by and between Tropicana Las Vegas, Inc. (the “Company”) and Alex Yemenidjian (“Executive”).
AMENDMENT NO. 1 TO LEASE SCHEDULE NO. 001 TO MASTER LEASE AGREEMENT NO. OFI0645215Master Lease Agreement • February 13th, 2015 • Tropicana Las Vegas Hotel & Casino, Inc. • Hotels & motels
Reference is made to Lease Schedule No. 001 dated November 21, 2014 (the “Schedule”) between ONSET FINANCIAL, INC. (the “Lessor”) and Tropicana Las Vegas, Inc. (the “Lessee”) to Master Lease Agreement No. OFI0645215 dated November 21, 2014 (the “Master Lease”). The Schedule as it incorporates the terms and conditions of the Master Lease, is referred to herein collectively as, the “Lease”. Pursuant to the Lease, Lessor has agreed to purchase and lease to Lessee property specified in the Lease. All capitalized terms used herein but not defined herein shall have the same meanings ascribed to them in the Lease.
SECOND AMENDMENT TO LOAN AGREEMENT AND LIMITED DURATION WAIVER Dated as of August 26, 2011 (amending the Loan Agreement dated as of March 17, 2010) by and among TROPICANA LAS VEGAS, INC., as the Borrower, THE FOOTHILL GROUP, INC., as a Lender, and...Loan Agreement and Limited • August 29th, 2011 • Tropicana Las Vegas Hotel & Casino, Inc. • Hotels & motels
THIS SECOND AMENDMENT TO LOAN AGREEMENT AND LIMITED DURATION WAIVER (this “Amendment and Waiver”) dated as of August 26, 2011, by and among TROPICANA LAS VEGAS, INC., a Nevada corporation (the “Borrower”), THE FOOTHILL GROUP, INC., in its capacity as a Lender (“Foothill”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the various lenders that are or may become a party to the Loan Agreement (as defined below) (referred to individually as a “Lender” and collectively as the “Lenders”).
SETTLEMENT AGREEMENTSettlement Agreement • August 16th, 2011 • Tropicana Las Vegas Hotel & Casino, Inc. • Hotels & motels • Delaware
This Settlement Agreement (including exhibits hereto, the “Agreement”) is entered into as of August 9, 2011, by and between the Liquidating LandCo Debtors(1) and the Tropicana Las Vegas Entities(2) (the Liquidating LandCo Debtors and the Tropicana Las Vegas Entities, collectively, and including any affiliates, successors or assigns thereof, “TLV”), on the one hand, and the OpCo Related Entities(3) and the OpCo Debtors(4) (the OpCo Related Entities and the OpCo Debtors, collectively, and including any affiliates, successors or assigns thereof, “Tropicana Entertainment”), on the other hand. The term “Parties” or “Party” as used herein shall refer to TLV, Tropicana Entertainment, or both as may be appropriate. The term “Mark” as used herein shall refer to names, trademarks, and/or service marks.
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • February 16th, 2010 • Tropicana Las Vegas Hotel & Casino, Inc. • Delaware
THIS STOCKHOLDERS’ AGREEMENT (“Agreement”) is entered into as of July 1, 2009, by and among Tropicana Las Vegas Hotel and Casino, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Schedule A hereto, which constitute all of the stockholders of the Company as of the date hereof, any other stockholder or option holder who from time to time becomes party to this Agreement by execution of a Joinder Agreement in substantially the form attached hereto as Exhibit A (each, a “Joinder Agreement”) and each Affiliated Transferee.
FIRST AMENDMENT TO TRADEMARK SECURITY AGREEMENT Dated as of November 9, 2011 (amending the Trademark Security Agreement dated as of May 14, 2010) between TROPICANA LAS VEGAS, INC., as the Grantor, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the...Trademark Security Agreement • November 10th, 2011 • Tropicana Las Vegas Hotel & Casino, Inc. • Hotels & motels
THIS FIRST AMENDMENT TO TRADEMARK SECURITY AGREEMENT (this “Amendment”) dated as of November 9, 2011, by and between TROPICANA LAS VEGAS, INC., a Nevada corporation (the “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the various lenders that are or may become a party to the Loan Agreement (as defined below) (referred to individually as a “Lender” and collectively as the “Lenders”).
MANAGEMENT AGREEMENT among NIKKI BEACH LAS VEGAS LLC (OPERATOR) and TROPICANA LAS VEGAS, INC. (OWNER) and PENROD MANAGEMENT GROUP INC. GUARANTORManagement Agreement • May 28th, 2010 • Tropicana Las Vegas Hotel & Casino, Inc. • Hotels & motels • Nevada
THIS MANAGEMENT AGREEMENT (this “Agreement”) dated as of the 14th day of April, 2010 (the “Effective Date”), between TROPICANA LAS VEGAS, INC., a Nevada corporation with offices at 3801 Las Vegas Boulevard, South, Las Vegas, Nevada 89109 (“Owner”), NIKKI BEACH LAS VEGAS LLC, a Nevada Limited Liability Company with offices at c/o Penrod Management Group, Inc., One Ocean Drive, Miami Beach, Florida 33139 (“Operator”), and PENROD MANAGEMENT GROUP INC., a Florida corporation with offices at 2800 Biscayne Blvd. Suite 600 Miami FL 33137 (“Guarantor”).
LEASE AGREEMENTLease Agreement • February 16th, 2010 • Tropicana Las Vegas Hotel & Casino, Inc. • Nevada
THIS AGREEMENT (“Lease” or “Lease Agreement”) is made and entered into as of the 22 day of June, 2009, by and between Tropicana Las Vegas, Inc., a Nevada corporation (“Landlord”) and Armenco Holdings, LLC, a California limited liability company (“Tenant” and together with Landlord, the “Parties” and each, a “Party”):
FIRST AMENDMENT TO LOAN AGREEMENT Dated as of April 26, 2011 (amending the Loan Agreement dated as of March 17, 2010) between TROPICANA LAS VEGAS, INC., as the Borrower, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent for the...Loan Agreement • April 28th, 2011 • Tropicana Las Vegas Hotel & Casino, Inc. • Hotels & motels
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) dated as of April 26, 2011, by and between TROPICANA LAS VEGAS, INC., a Nevada corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the various lenders that are or may become a party to the Loan Agreement (as defined below) (referred to individually as a “Lender” and collectively as the “Lenders”).
SECOND AMENDMENT TO LOAN AGREEMENT AND LIMITED DURATION WAIVER Dated as of August 26, 2011 (amending the Loan Agreement dated as of March 17, 2010) by and among TROPICANA LAS VEGAS, INC., as the Borrower, THE FOOTHILL GROUP, INC., as a Lender, and...Loan Agreement And • November 8th, 2011 • Tropicana Las Vegas Hotel & Casino, Inc. • Hotels & motels
THIS SECOND AMENDMENT TO LOAN AGREEMENT AND LIMITED DURATION WAIVER (this “Amendment and Waiver”) dated as of August 26, 2011, by and among TROPICANA LAS VEGAS, INC., a Nevada corporation (the “Borrower”), THE FOOTHILL GROUP, INC., in its capacity as a Lender (“Foothill”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the various lenders that are or may become a party to the Loan Agreement (as defined below) (referred to individually as a “Lender” and collectively as the “Lenders”).
10813 River Front Parkway, Suite 450 South Jordan, Utah 84095 MASTER LEASE AGREEMENT NO. OFI0645215Master Lease Agreement • November 21st, 2014 • Tropicana Las Vegas Hotel & Casino, Inc. • Hotels & motels • Utah
THIS MASTER LEASE AGREEMENT is made on November 13, 2014 between ONSET FINANCIAL, INC., with its principal office located at 10813 S. River Front Parkway, Suite 450, South Jordan, UT 84095 (the “Lessor”) and Tropicana Las Vegas, Inc., a corporation organized in the state of Nevada with its principal office located at 3801 Las Vegas Blvd., Las Vegas, NV 89109 (the “Lessee”).
WELLS FARGO BANK, N.A.,Letter Agreement • December 30th, 2014 • Tropicana Las Vegas Hotel & Casino, Inc. • Hotels & motels
Reference is hereby made to that certain that certain Amended and Restated Loan Agreement, dated as of December 21, 2012 (the “Loan Agreement”), among Tropicana Las Vegas, Inc., a Nevada corporation (the “Borrower”), the various lenders that are or may become a party to thereto (referred to individually as a “Lender” and collectively as the “Lenders”), Wells Fargo Bank, N.A., a national banking association (“Wells Fargo”), in its capacity as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and Wells Fargo in its capacity as issuer of letter of credit (the “Issuer”) (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Loan Agreement”). Unless otherwise defined herein, capitalized terms used in this Letter Agreement have the meanings provided in the Loan Agreement.
