LICENSE AGREEMENTLicense Agreement • November 4th, 2011 • ALST Casino Holdco, LLC • Hotels & motels • Nevada
THIS LICENSE AGREEMENT (this “Agreement”) is entered into this 1st day of November 2011 (“Effective Date”), by and among STATION CASINOS LLC, (“Licensor”), a Nevada limited liability company with its principal place of business at 2411 West Sahara Avenue, Las Vegas, Nevada 89102 and ALIANTE GAMING, LLC (the “Company”), a Nevada limited liability company with its principal place of business at 1505 South Pavillion Center Drive, Las Vegas, Nevada 89135. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned to such terms in the Hotel Management Agreement (the “Management Agreement”), dated as of November 1, 2011, among the Company and Licensor. Each of the Licensor and the Company is sometimes referred to herein as a “Party,” and all of them, together, are sometimes referred to herein as the “Parties.”
AMENDED AND RESTATED OPERATING AGREEMENT OF ALST CASINO HOLDCO, LLC, A DELAWARE LIMITED LIABILITY COMPANYOperating Agreement • November 4th, 2011 • ALST Casino Holdco, LLC • Hotels & motels • Delaware
This Amended and Restated Operating Agreement (as amended, supplemented or modified from time to time, this “Agreement”) of ALST Casino Holdco, LLC, a Delaware limited liability company (the “Company”), is made and to be effective as of November 1, 2011, by and among the Company and the Members. Unless otherwise specified, capitalized terms used herein shall have the respective meanings set forth in Article I. The Company and the Members are sometimes collectively referred to herein as the “Parties” and each is sometimes referred to herein as a “Party.”
CREDIT AGREEMENT Dated as of November 1, 2011 among ALIANTE GAMING, LLC, ALST CASINO HOLDCO, LLC, the Lenders herein named, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative AgentCredit Agreement • November 4th, 2011 • ALST Casino Holdco, LLC • Hotels & motels • New York
This CREDIT AGREEMENT is entered into by and among Aliante Gaming, LLC, a Nevada limited liability company (together with its successors and permitted assigns, the “Borrower”), ALST Casino Holdco, LLC, a Delaware limited liability company (“Holdings”), each lender listed on the signature pages hereto or which from time to time becomes a party hereto (collectively, the “Lenders”, and individually, a “Lender”) and Wilmington Trust, National Association, as Administrative Agent. Borrower, Administrative Agent and the Lenders agree as follows:
AGREEMENT AND PLAN OF MERGER dated as of April 21, 2016 by and among Boyd Gaming Corporation, BOYD TCII ACQUISITION, LLC and ALST CASINO HOLDCO, LLCAgreement and Plan of Merger • May 13th, 2016 • ALST Casino Holdco, LLC • Hotels & motels • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of April 21, 2016, is entered into by and among Boyd Gaming Corporation, a Nevada corporation (“Acquiror”), Boyd TCII Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Acquiror (“Merger Sub”), and ALST Casino Holdco, LLC, a Delaware limited liability company (the “Company”).
ADDENDUM TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 14th, 2014 • ALST Casino Holdco, LLC • Hotels & motels
This Addendum to Executive Employment Agreement (this “Addendum”) is made and entered into as of this 29th day of September 2014, by and between Aliante Gaming, LLC, a Nevada limited liability company, dba Aliante Casino + Hotel (the “Company”) and Robert Schaffhauser (“Executive”).
MANAGEMENT AGREEMENTManagement Agreement • November 4th, 2011 • ALST Casino Holdco, LLC • Hotels & motels • Nevada
procurement and management of all food, beverages, other goods and services sold or consumed by the Hotel and of all Operating Supplies and Operating Consumables, with the exception of the cost of food, beverages, services and other items sold or consumed by concessionaires and other third party vendors leasing space in the Hotel;
TERMINATION, WAIVER AND RELEASE AGREEMENTTermination, Waiver and Release Agreement • August 18th, 2016 • ALST Casino Holdco, LLC • Hotels & motels • Nevada
THIS TERMINATION, WAIVER AND RELEASE AGREEMENT (hereinafter, the "Agreement") made as of the 16th day of August, 2016, by and among ALST CASINO HOLDCO, LLC, a Delaware limited liability company ("Holdco"), ALIANTE GAMING, LLC, a Nevada limited liability company (hereinafter, "Aliante Gaming" and together with Holdco, the "Company"), and the employee whose name appear on the signature line to the Agreement (hereinafter, "Employee"). The term “Company” used herein shall refer to Holdco or to Aliante Gaming, or all of them, as may be appropriate.
MANAGEMENT AGREEMENTManagement Agreement • October 28th, 2011 • ALST Casino Holdco, LLC • Hotels & motels • Nevada
procurement and management of all food, beverages, other goods and services sold or consumed by the Hotel and of all Operating Supplies and Operating Consumables, with the exception of the cost of food, beverages, services and other items sold or consumed by concessionaires and other third party vendors leasing space in the Hotel;
LICENSE AGREEMENTLicense Agreement • October 28th, 2011 • ALST Casino Holdco, LLC • Hotels & motels • Nevada
THIS LICENSE AGREEMENT (this “Agreement”) is entered into this 6th day of January 2006 (“Effective Date”), by and between NORTH VALLEY ENTERPRISES, LLC (“NVE”), a Nevada limited liability company with its principal place of business at 901 North Green Valley Parkway. Suite 210, Henderson, NV 89074 and ALIANTE GAMING, LLC (the “Company”), a Nevada limited liability company with its principal place of business at % Aliante Station, LLC, 2411 West Sahara Avenue, Las Vegas, Nevada 89102. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned to such terms in the Amended and Restated Operating Agreement of Aliante Gaming, LLC, dated as of January 6, 2006, by and among the Company, Aliante Holding, LLC, a Nevada limited liability company (“Holding”) and Aliante Station, LLC (“Station”), in its capacity as Manager (the “Operating Agreement”). Each of NVE and the Company is sometimes referred to herein as a “Party,” and both of them, together
SECURITY AGREEMENTSecurity Agreement • April 28th, 2016 • ALST Casino Holdco, LLC • Hotels & motels • New York
THIS SECURITY AGREEMENT, dated as of April 25, 2016 (this “Security Agreement”), is entered into by and among ALIANTE GAMING, LLC, a Nevada limited liability company (the “Borrower”), ALST CASINO HOLDCO, LLC, a Delaware limited liability company (the “Parent”), and each of the other entities which becomes a party hereto from time to time pursuant to Section 10.15 below (each of the foregoing, including the Borrower and the Parent, each a “Debtor” and collectively, the “Debtors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), for itself and as the administrative agent on behalf of the Lenders and as collateral agent for the Lender Rate Contract Counterparties and Lender Bank Product Providers (as such terms are defined in the Credit Agreement referred to below) (in such capacity, together with any successors and assigns in such capacity, the “Administrative Agent”).
DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILINGALST Casino Holdco, LLC • April 28th, 2016 • Hotels & motels • New York
THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”), made as of April 25, 2016, by ALIANTE GAMING, LLC, a Nevada limited liability company, as borrower (“Borrower”) in favor of FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, as trustee (“Trustee”), for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (as defined and described in the Credit Agreement referred to below), as secured party (“Beneficiary”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 17th, 2015 • ALST Casino Holdco, LLC • Hotels & motels • Nevada
THIS EXECUTIVE EMPLOYMENT AGREEMENT (hereinafter, “Agreement”) shall be effective December 11, 2015 (hereinafter, “Effective Date”), by and among ALST CASINO HOLDCO, LLC, a Delaware limited liability company (“Holdco”), ALIANTE GAMING, LLC, a Nevada limited liability company (“Aliante Gaming” and with Holdco (the “Company”), and ROBERT SCHAFFHAUSER (hereinafter, “Executive”). The term “Company” used herein shall refer to Holdco or to Aliante Gaming, or all of them, as may be appropriate.
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 13th, 2016 • ALST Casino Holdco, LLC • Hotels & motels
This Amendment to Executive Employment Agreement (this “Amendment”) is made as of the 4th day of April, 2016, by and among ALST CASINO HOLDCO, LLC, a Delaware limited liability company (“Holdco”), ALIANTE GAMING, LLC, a Nevada limited liability company (hereinafter, “Aliante Gaming” and with Holdco, the “Company”), and ROBERT SCHAFFHAUSER (“Executive”). Capitalized terms used herein but otherwise undefined shall have the meaning ascribed to such terms in the Employment Agreement (defined below).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 13th, 2013 • ALST Casino Holdco, LLC • Hotels & motels • Nevada
THIS EXECUTIVE EMPLOYMENT AGREEMENT (hereinafter, “Agreement”) shall be effective December 27, 2012 (hereinafter, “Effective Date”), by and between ALIANTE GAMING, LLC, a Nevada limited liability company (hereinafter, “Company”), and ROBERT SCHAFFHAUSER (hereinafter, “Executive”).
