Dated April 14, 1998 $115,000,000 11% FIRST MORTGAGE NOTES DUE 2000Indenture • May 15th, 1998 • Santa Fe Gaming Corp • Services-miscellaneous amusement & recreation • New York
EXHIBIT 10.90 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONSPurchase and Sale Agreement • November 22nd, 1999 • Santa Fe Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
GRANTOR:Security Agreement • August 20th, 2003 • Archon Corp • Services-miscellaneous amusement & recreation • Nevada
LEASE -----Lease • January 5th, 2001 • Santa Fe Gaming Corp • Services-miscellaneous amusement & recreation
ARTICLE I VOTING AGREEMENT ----------------Shareholders Agreement • August 14th, 2000 • Santa Fe Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
EXHIBIT 10.95 SAHARA LAS VEGAS CORP. TRANCHE A-1 NOTE DUE DECEMBER 15, 1999Santa Fe Gaming Corp • December 4th, 1997 • Services-miscellaneous amusement & recreation
THIS NOTE MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED BY THIS LEGEND. TRANSFERS OF THIS NOTE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE NOTE PURCHASE AGREEMENT REFERENCED BELOW, AND THIS NOTE IS ALSO SUBJECT TO THE INTERCREDITOR AGREEMENT DATED AS OF NOVEMBER 25, 1997 BY AND AMONG SUNAMERICA LIFE INSURANCE COMPANY, SUNAMERICA, INC., AND CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, AS SUCH NOTE PURCHASE AGREEMENT AND INTERCREDITOR AGREEMENT, AS THE CASE MAY BE, MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME. THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS NOTE, REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE EXCEPT IN COMPLIANCE WITH SUCH NOTE PURCHASE AGREEMENT AND INTERCREDITOR AGREEMENT.
EXHIBIT 10.121 SECURITY AGREEMENT This SECURITY AGREEMENT (this "AGREEMENT") is dated as of January 16, 1996 and entered into by and between SAHARA LAS VEGAS CORP., a Nevada corporation ("GRANTOR"), and SUNAMERICA LIFE INSURANCE COMPANY, as collateral...Security Agreement • February 14th, 1996 • Sahara Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
GUARANTY --------Santa Fe Gaming Corp • January 5th, 2001 • Services-miscellaneous amusement & recreation • New York
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 29th, 1999 • Santa Fe Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
EXHIBIT 10.84 PLEDGE AGREEMENT This PLEDGE AGREEMENT (this "Agreement") is dated as of November 30, 1998 and entered into by and between SANTA FE GAMING CORPORATION, a Nevada corporation ("Pledgor"), and IBJ SCHRODER BANK & TRUST COMPANY, as successor...Pledge Agreement • December 29th, 1998 • Santa Fe Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
EXHIBIT 10.68 EXCHANGE AGREEMENT ------------------Exchange Agreement • January 5th, 2001 • Santa Fe Gaming Corp • Services-miscellaneous amusement & recreation • New York
EXHIBIT 10.79 LEASE SCHEDULE NO. 1 TO MASTER LEASE AGREEMENT This Lease Schedule No. 1 is attached to and made a part of the Master Lease Agreement ("Lease") between VIDEOTRONICS, INC., a Nevada corporation ("Lessor"), and SANTA FE HOTEL, INC., a...Master Lease Agreement • December 30th, 1996 • Santa Fe Gaming Corp • Services-miscellaneous amusement & recreation
EXHIBIT 10.104 INTERCREDITOR AGREEMENTIntercreditor Agreement • December 4th, 1997 • Santa Fe Gaming Corp • Services-miscellaneous amusement & recreation • New York
EXHIBIT 10.97 FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT ("Agreement") entered this 8th day of September, 1999, by and between GMS GROUP, LLC, individually and as assignee of certain bondholder claims ("GMS") and SANTA FE GAMING CORPORATION, a...Forbearance Agreement • November 22nd, 1999 • Santa Fe Gaming Corp • Services-miscellaneous amusement & recreation • New York
EXHIBIT 10.92 NON-COMPETITION AGREEMENT This NON-COMPETITION AGREEMENT (this "AGREEMENT") is entered into among Station Casinos, Inc., a Nevada corporation ("STATION"), Santa Fe Gaming Corporation, a Nevada corporation ("SANTA FE"), Santa Fe Hotel,...Non-Competition Agreement • November 22nd, 1999 • Santa Fe Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
First Security Bank, National Association, as Indenture TrusteeIndenture • May 15th, 2001 • Archon Corp • Services-miscellaneous amusement & recreation
RECITALSSanta Fe Gaming Corp • August 14th, 1997 • Services-miscellaneous amusement & recreation • Nevada
Exhibit 10.82 NOTICE, CONSENT AND ACKNOWLEDGMENT OF ASSIGNMENT THIS NOTICE, CONSENT AND ACKNOWLEDGMENT OF ASSIGNMENT is made and entered into as of the 16th day of September, 1996, by and between VIDEOTRONICS, INC., a Nevada corporation, ("Lessor"),...Santa Fe Gaming Corp • December 30th, 1996 • Services-miscellaneous amusement & recreation
LEASE AGREEMENT Dated as of June 30, 2000Lease Agreement • May 15th, 2001 • Archon Corp • Services-miscellaneous amusement & recreation
dated as of June 12, 2000 by and among STATION CASINOS, INC., a Nevada corporation ("Purchaser") --------- SANTA FE HOTEL INC., a Nevada corporation ("Seller") ------ and SANTA FE GAMING CORPORATION, a Nevada corporation ("Parent") ------ with respect...Asset Purchase Agreement • June 16th, 2000 • Santa Fe Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
PURCHASE AGREEMENTPurchase Agreement • February 17th, 1998 • Santa Fe Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
RECITALSSanta Fe Gaming Corp • August 14th, 1997 • Services-miscellaneous amusement & recreation • Nevada
EXHIBIT 10.96 SAHARA LAS VEGAS CORP. TRANCHE B-1 NOTE DUE DECEMBER 15, 1999Santa Fe Gaming Corp • December 4th, 1997 • Services-miscellaneous amusement & recreation
THIS NOTE MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED BY THIS LEGEND. TRANSFERS OF THIS NOTE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE NOTE PURCHASE AGREEMENT REFERENCED BELOW, AND THIS NOTE IS ALSO SUBJECT TO THE INTERCREDITOR AGREEMENT DATED AS OF NOVEMBER 25, 1997 BY AND AMONG SUNAMERICA LIFE INSURANCE COMPANY, SUNAMERICA, INC., AND CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, AS SUCH NOTE PURCHASE AGREEMENT AND INTERCREDITOR AGREEMENT, AS THE CASE MAY BE, MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME. THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS NOTE, REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE EXCEPT IN COMPLIANCE WITH SUCH NOTE PURCHASE AGREEMENT AND INTERCREDITOR AGREEMENT.
Exhibit 10.77 OPTION AGREEMENT THIS AGREEMENT is made this 13th day of November, 1996, in the City of Las Vegas, County of Clark, State of Nevada, by and between SANTA FE GAMING CORPORATION ("SFG" and/or "Optionors"), and PAT CLARK and assignees...Option Agreement • December 30th, 1996 • Santa Fe Gaming Corp • Services-miscellaneous amusement & recreation
Exhibit 10.78 FIRST AMENDMENT TO CONTRACT OF SALE -----------------------------------Contract of Sale • May 15th, 2001 • Archon Corp • Services-miscellaneous amusement & recreation
Exhibit 10.76 ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT (the "Assignment") dated as of February 28, 2001 (the "Assignment Date") is made and entered into by and between The Gaithersburg Realty Trust, a...Assignment and Assumption of Lease • May 15th, 2001 • Archon Corp • Services-miscellaneous amusement & recreation • Maryland
FIRST AMENDMENT to the EMPLOYMENT AGREEMENT, DATED OCTOBER 1, 1998 by and among SANTA FE GAMING CORPORATION ("Employer") -and- THOMAS K. LAND ("Employee")Employment Agreement • May 17th, 1999 • Santa Fe Gaming Corp • Services-miscellaneous amusement & recreation
SANTA FE HOTEL INC. PROMISSORY NOTE DUE DECEMBER 15, 2000Subordination and Intercreditor Agreement • May 15th, 1998 • Santa Fe Gaming Corp • Services-miscellaneous amusement & recreation
THIS NOTE MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT AS PERMITTED BY THIS LEGEND. TRANSFERS OF THIS NOTE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE NOTE PURCHASE AGREEMENT REFERENCED BELOW, AND THIS NOTE IS ALSO SUBJECT TO THE SUBORDINATION AND INTERCREDITOR AGREEMENT DATED AS OF APRIL 14, 1998 BY AND AMONG SANTA FE HOTEL INC., SUNAMERICA LIFE INSURANCE COMPANY AND IBJ SCHRODER BANK & TRUST COMPANY, AS TRUSTEE, AS SUCH NOTE PURCHASE AGREEMENT AND SUBORDINATION AND INTERCREDITOR AGREEMENT, AS THE CASE MAY BE, MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME. THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS NOTE, REPRESENTS, ACKNOWLEDGES AND AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE EXCEPT IN COMPLIANCE WITH SUCH NOTE PURCHASE AGREEMENT AND SUBORDINATION AND INTERCREDITOR AGREEMENT.
EXHIBIT 10.122 SGC GUARANTYSahara Gaming Corp • February 14th, 1996 • Services-miscellaneous amusement & recreation • Nevada
RECITALS: --------Purchase Contract • May 15th, 2001 • Archon Corp • Services-miscellaneous amusement & recreation • Maryland
JOINT FILING AGREEMENTJoint Filing Agreement • December 28th, 2004 • Archon Corp • Services-miscellaneous amusement & recreation
RECITALS --------Environmental Indemnity Agreement • December 4th, 1997 • Santa Fe Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
by and among - SANTA FE GAMING CORPORATION ("Employer") - AND - THOMAS K. LAND ("Employee") ------------------------------------------------------------------ -------------- 1 Employment Agreement by and between Santa Fe Gaming Corp. and Thomas K. LandEmployment Agreement • January 28th, 2000 • Santa Fe Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
MANAGEMENT AGREEMENTManagement Agreement • August 16th, 1999 • Santa Fe Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
EXHIBIT V-ACompany Pledge Agreement • August 14th, 1997 • Santa Fe Gaming Corp • Services-miscellaneous amusement & recreation • Nevada
