REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 11th, 2005 • Sports Entertainment Enterprises Inc • Retail-miscellaneous shopping goods stores • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of February 7, 2005 by and among Sports Entertainment Enterprises, Inc., a corporation organized and existing under the Business Corporation Act of the State of Colorado (the “Company”) and The Promenade Trust, a grantor trust created under the laws of Tennessee (the “Trust”) (each a “Party”, and collectively, the “Parties”).
BRIDGE LOAN CREDIT AGREEMENT among SPORTS ENTERTAINMENT ENTERPRISES, INC., a Colorado corporation, EPE HOLDING CORPORATION, a Delaware corporation, as Borrower, The Several Lenders from Time to Time Parties Hereto, and BEAR STEARNS CORPORATE LENDING...Bridge Loan Credit Agreement • February 11th, 2005 • Sports Entertainment Enterprises Inc • Retail-miscellaneous shopping goods stores • New York
BRIDGE LOAN CREDIT AGREEMENT, dated as of February 7, 2005, among SPORTS ENTERTAINMENT ENTERPRISES, INC., a Colorado corporation (“Holdings”), EPE HOLDING CORPORATION, a Delaware corporation and a direct wholly owned subsidiary of Holdings (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement as lenders (the “Lenders”), BEAR, STEARNS & CO. INC., as sole lead arranger (in such capacity, the “Lead Arranger”), and BEAR STEARNS CORPORATE LENDING INC., as administrative agent (in such capacity, the “Administrative Agent”).
CONTRIBUTION AND EXCHANGE AGREEMENT among THE PROMENADE TRUST and RFX ACQUISITION LLC and SPORTS ENTERTAINMENT ENTERPRISES, INC. Dated as of December 15, 2004Contribution and Exchange Agreement • February 11th, 2005 • Sports Entertainment Enterprises Inc • Retail-miscellaneous shopping goods stores • New York
CONTRIBUTION AND EXCHANGE AGREEMENT, dated as of December 15, 2004 among The Promenade Trust, a grantor trust created under the laws of Tennessee (“Seller”), Sports Entertainment Enterprises, Inc., a Colorado corporation (“Publico”) and RFX Acquisition LLC, a Delaware limited liability company (“Purchasing LLC,” and together with Publico, “Purchasers”), (each a “Party,” and collectively, the “Parties”).
AMENDMENT To STOCK PURCHASE AGREEMENT By and Among RONALD S. BORETA, VASO BORETA, JOHN BORETA, BORETA ENTERPRISES LTD. ASI GROUP LLC, And RFX ACQUISITION LLCStock Purchase Agreement • February 11th, 2005 • Sports Entertainment Enterprises Inc • Retail-miscellaneous shopping goods stores • New York
THIS AMENDMENT (this “Amendment”) is made as of February 7, 2005 by and among Ronald S. Boreta (“RBoreta”), Vaso Boreta (“VBoreta”), John Boreta (“JBoreta”), Boreta Enterprises Ltd. (“BEL”), ASI Group LLC (“ASI” and collectively with RBoreta, VBoreta, JBoreta and BEL, the “Selling Stockholders”) and RFX Acquisition LLC, a Delaware limited liability company (the “Purchaser”).
AMENDMENT To PURCHASE AGREEMENT By and Among SPORTS ENTERTAINMENT ENTERPRISES, INC., RONALD S. BORETA, VASO BORETA, JOHN BORETA, BORETA ENTERPRISES LTD. ASI GROUP LLC, And RFX ACQUISITION LLCPurchase Agreement • February 11th, 2005 • Sports Entertainment Enterprises Inc • Retail-miscellaneous shopping goods stores • New York
THIS AMENDMENT (this “Amendment”) is made as of February 7, 2005 by and among Sports Entertainment Enterprises, Inc., a Colorado corporation (the “Company”), Ronald S. Boreta (“RBoreta”), Vaso Boreta (“VBoreta”), John Boreta (“JBoreta”), Boreta Enterprises Ltd. (“BEL” and, collectively with RBoreta, VBoreta and JBoreta, the “Boreta Parties”), ASI Group LLC (“ASI” and collectively with the Boreta Parties, the “Principal Stockholders” and collectively with BEL and the Company, the “Company Entities”) and RFX Acquisition LLC, a Delaware limited liability company (the “Purchaser”).
LEASE BETWEEN GARY A. HOVEY AND BARRY J. SIEGEL, AS TRUSTEES OF THE PROMENADE TRUST, A TRUST FORMED UNDER THE LAWS OF THE STATE OF TENNESSEE, As Landlord AND ELVIS PRESLEY ENTERPRISES, INC., As Tenant Dated as of February 1, 2005 Premises: GRACELAND...Lease • February 11th, 2005 • Sports Entertainment Enterprises Inc • Retail-miscellaneous shopping goods stores • Tennessee
THIS LEASE (this “Lease”) is made and entered as of February 1, 2005 (the “Effective Date”) by and between GARY A. HOVEY AND BARRY J. SIEGEL, AS TRUSTEES OF THE PROMENADE TRUST, A GRANTOR TRUST CREATED UNDER THE LAWS OF THE STATE OF TENNESSEE PURSUANT TO THAT CERTAIN SECOND RESTATED AND AMENDED TRUST AGREEMENT DATED DECEMBER 15, 2004 (“Landlord”), and Elvis Presley Enterprises, Inc. (“Tenant”), a Tennessee corporation. Landlord and Tenant are sometimes collectively referred to herein as the “Parties” and individually as a “Party”.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 11th, 2005 • Sports Entertainment Enterprises Inc • Retail-miscellaneous shopping goods stores • New York
WHEREAS, pursuant to that certain Purchase Agreement, dated as of December 15, 2004 (the “Common Stock Purchase Agreement”), by and among the Company, certain stockholders of the Company signatory thereto (the “Principal Stockholders”) and RFX Acquisition LLC, a Delaware limited liability company (the “Purchaser”), the Company proposes to issue to the Purchaser, and Purchaser proposes to acquire from the Company, 34,170,124 shares of common stock, no par value, of the Company (the “Common Stock”);
AMENDED AND RESTATED OPERATING AGREEMENT OFOperating Agreement • February 11th, 2005 • Sports Entertainment Enterprises Inc • Retail-miscellaneous shopping goods stores • Delaware
This AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”), dated as of February 7, 2005, of ELVIS PRESLEY ENTERPRISES, LLC (the “Company”) is entered into by the Initial Members (as defined below).
SHAREHOLDERS AGREEMENTShareholders Agreement • February 11th, 2005 • Sports Entertainment Enterprises Inc • Retail-miscellaneous shopping goods stores • Tennessee
PURCHASE AGREEMENTPurchase Agreement • February 11th, 2005 • Sports Entertainment Enterprises Inc • Retail-miscellaneous shopping goods stores • New York
This PURCHASE AGREEMENT (this “Agreement”), dated as of December 15, 2004, by and among Sports Entertainment Enterprises, Inc., a Colorado corporation (the “Company”), Ronald S. Boreta (“RBoreta”), Vaso Boreta (“VBoreta”), John Boreta (“JBoreta”), Boreta Enterprises Ltd. (“BEL” and, collectively with RBoreta, VBoreta and JBoreta, the “Boreta Parties”), ASI Group LLC (“ASI” and collectively with the Boreta Parties, the “Principal Stockholders” and collectively with BEL and the Company, the “Company Entities”) and RFX Acquisition LLC, a Delaware limited liability company (the “Purchaser”).
ContractContribution and Exchange Agreement • February 11th, 2005 • Sports Entertainment Enterprises Inc • Retail-miscellaneous shopping goods stores
AMENDMENT TO THE CONTRIBUTION AND EXCHANGE AGREEMENT, dated as of February 7, 2005 among The Promenade Trust, a grantor trust created under the laws of Tennessee (“Seller”), Sports Entertainment Enterprises, Inc., a Colorado corporation (“Publico”) and RFX Acquisition LLC, a Delaware limited liability company (“Purchasing LLC,” and together with Publico, “Purchasers”), (each a “Party,” and collectively, the “Parties”).
FORM OF BRIDGE NOTEForm of Bridge Note • February 11th, 2005 • Sports Entertainment Enterprises Inc • Retail-miscellaneous shopping goods stores • New York
THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 11th, 2005 • Sports Entertainment Enterprises Inc • Retail-miscellaneous shopping goods stores • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 15, 2004, by and among Ronald S. Boreta (“RBoreta”), Vaso Boreta (“VBoreta”), John Boreta (“JBoreta”), Boreta Enterprises Ltd. (“BEL”), ASI Group LLC (“ASI” and collectively with RBoreta, VBoreta, JBoreta and BEL, the “Selling Stockholders”) and RFX Acquisition LLC, a Delaware limited liability company (the “Purchaser”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • February 11th, 2005 • Sports Entertainment Enterprises Inc • Retail-miscellaneous shopping goods stores • New York
This Stock Pledge Agreement (this “Agreement”), dated as of February 7, 2005, among RFX Acquisition LLC, a Delaware limited liability company (the “Pledgee”), and each of the undersigned pledgors (each such undersigned pledgor, a “Pledgor” and collectively, the “Pledgors”).
