FORM OF SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF ELDORADO RESORTS LLC, a Nevada limited liability CompanyOperating Agreement • July 20th, 2007 • NGA Holdco, LLC • Nevada
This SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this “Operating Agreement”) is made and entered into as of this day of , 2007, by and among RECREATIONAL ENTERPRISES, INC., a Nevada corporation, HOTEL-CASINO MANAGEMENT, INC., a Nevada corporation, HOTEL CASINO REALTY INVESTMENTS, INC., a Nevada corporation, LUDWIG J. CORRAO, a married man, GARY L. CARANO QUALIFIED S CORPORATION TRUST, GLENN T. CARANO QUALIFIED S CORPORATION TRUST, GENE R. CARANO QUALIFIED S CORPORATION TRUST, GREGG R. CARANO QUALIFIED S CORPORATION TRUST, CINDY L. CARANO QUALIFIED S CORPORATION TRUST and NGA ACQUISITIONCO, LLC, a Nevada limited liability company (each, individually, a “Member,” and together, collectively, the “Members”).
FORM OF PUT-CALL AGREEMENT Dated as of , 2007 By and Among NGA ACQUISITIONCO, LLC DONALD L. CARANO and ELDORADO RESORTS LLCPut-Call Agreement • July 20th, 2007 • NGA Holdco, LLC • Nevada
THIS PUT-CALL AGREEMENT (the “Agreement”) is entered into as of , 2007, by and among the following parties (collectively, the “Parties”, or, individually, a “Party”):
PARTNERSHIP INTEREST PLEDGE AGREEMENT MADE BY ELDORADO SHREVEPORT #2, LLC in favor of As Trustee and Collateral Agent July 22, 2005Partnership Interest Pledge Agreement • July 20th, 2007 • NGA Holdco, LLC • New York
THIS PARTNERSHIP INTEREST PLEDGE AGREEMENT (this “Agreement”) is made as of July 22, 2005 by ELDORADO SHREVEPORT #2, LLC, a Nevada limited liability company, with principal offices at c/o Eldorado Resorts LLC, 345 North Virginia Street, Reno, Nevada 89501 and c/o Eldorado Casino Shreveport Joint Venture, 451 Clyde Fant Street, Shreveport, Louisiana 71101 (“Pledgor”), in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking association, with offices at c/o Corporate Trust Services, 225 Asylum Street, 23rd Floor, Hartford, Connecticut 06103, as Indenture Trustee and Collateral Agent acting on behalf of the Holders of the Notes under (and as defined in) the Amended and Restated Indenture described below (in such capacity “Secured Party”).
ELDORADO CASINO SHREVEPORT JOINT VENTURE and SHREVEPORT CAPITAL CORPORATION, as Issuers, and the Guarantors listed on the signature page hereof $140,000,000 FIRST MORTGAGE NOTES DUE 2012 AMENDED AND RESTATED INDENTURE Dated as of July 21, 2005 U.S....Indenture • July 20th, 2007 • NGA Holdco, LLC • New York
AMENDED AND RESTATED INDENTURE dated as of July 20, 2005, among Eldorado Casino Shreveport Joint Venture, a Louisiana general partnership (the “Partnership”), Shreveport Capital Corporation, a Louisiana corporation (“Capital” and, together with the Partnership, the “Issuers”), HCS I, Inc., a Louisiana corporation (“HCS I”), HCS II, Inc., a Louisiana corporation (“HCS II”) and U.S. Bank National Association, as trustee (the “Trustee”).
AMENDED AND RESTATED SECURITY AGREEMENT (Partnership) Made by ELDORADO CASINO SHREVEPORT JOINT VENTURE as Debtor to As Indenture Trustee And Collateral Agent Acting on behalf of the Holders of the Notes July 21, 2005Security Agreement • July 20th, 2007 • NGA Holdco, LLC • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is made as of July 21, 2005, by ELDORADO CASINO SHREVEPORT JOINT VENTURE, a Louisiana general partnership (the “Debtor”), in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Indenture Trustee and Collateral Agent (the “Trustee” or “Secured Party”), acting on behalf of the holders of the Notes under the Indenture referred to and defined below. Trustee is successor by substitution to Original Trustee defined below under the Original Indentures defined below and in such capacity is Secured Party under the Original Security Agreements defined below.
THIRD AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • July 20th, 2007 • NGA Holdco, LLC • Nevada
This THIRD AMENDED AND RESTATED SECURITY AGREEMENT dated as of February 28, 2006, is made by ELDORADO RESORTS LLC, a Nevada limited liability company (“Grantor”), in favor of Bank of America, N.A., as Administrative Agent for the ratable benefit of the Banks that are party to the Loan Agreement referred to below, and the Secured Party referred to below, with reference to the following facts:
PURCHASE AGREEMENT Dated as of July 20, 2007 By and Among ELDORADO RESORTS LLC NGA ACQUISITIONCO, LLC and DONALD L. CARANO Relating To The Purchase and Sale of Membership Interests of Eldorado Resorts LLCPurchase Agreement • July 20th, 2007 • NGA Holdco, LLC • Nevada
THIS PURCHASE AGREEMENT (the “Agreement”) is entered into as of July 20, 2007, by and among the following parties (collectively, the “Parties”, or, individually, the “Party”):
SUPPLEMENTAL INDENTURESupplemental Indenture • July 20th, 2007 • NGA Holdco, LLC
WHEREAS, Eldorado Resorts LLC, a Nevada limited liability company, and Eldorado Capital Corp., a Nevada corporation (collectively the “Issuers”), and U.S. Bank National Association, as trustee (the “Trustee”), entered into an Indenture dated as of April 20, 2004, which was amended by a Supplemental Indenture dated as of August 11, 2005 (as amended, the “Indenture”);
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • July 20th, 2007 • NGA Holdco, LLC • Nevada
This Registration Rights Agreement (the “Agreement”) is dated as of ______________, 2007, by and between Eldorado Resorts LLC, a Nevada limited liability company (the “Company”) and NGA AcquisitionCo, LLC (“AcquisitionCo”).
SUPPLEMENTAL INDENTURESupplemental Indenture • July 20th, 2007 • NGA Holdco, LLC
WHEREAS, Eldorado Resorts LLC, a Nevada limited liability company, and Eldorado Capital Corp., a Nevada corporation (collectively the “Issuers”), and U.S. Bank National Association, as trustee (the “Trustee”), entered into an Indenture dated as of April 20, 2004 (the “Indenture”);
NGA HOLDCO, LLC SUBSCRIPTION AGREEMENT Class B Non-Voting Membership UnitsSubscription Agreement • July 20th, 2007 • NGA Holdco, LLC
The undersigned hereby subscribes for 9,999 Class B non-voting membership units of NGA HOLDCO, LLC, a Nevada limited liability company (the “Company”), for which the undersigned agrees to contribute effective as of date of acceptance of this Subscription Agreement by the Company, a $38,045,354 interest in the First Mortgage Notes issued by Eldorado Casino Shreveport (cusip no. 284681AA1) and 11,000 shares of the preferred equity stock of Shreveport Gaming Holdings (ticker symbol: SVGH). The undersigned represents and agrees to receive said non-voting membership units of the Company subject to the following terms and conditions:
SECOND AMENDED AND RESTATED GUARANTYGuaranty • July 20th, 2007 • NGA Holdco, LLC • Nevada
This Second Amended and Restated Guaranty dated as of February 28, 2006 is made by ELDORADO CAPITAL CORP., a Nevada corporation, together with each other Person who may become a party hereto pursuant to Section 19 of this Guaranty (each a “Guarantor” and collectively “Guarantors”), jointly and severally, in favor of Bank of America, N.A., as Administrative Agent for the ratable benefit of the Banks that are party to the Loan Agreement referred to below, and the Lender referred to below, with reference to the following facts:
Recording requested by, and when recorded return to: Sheppard, Mullin, Richter & Hampton LLPNGA Holdco, LLC • July 20th, 2007
REAFFIRMATION OF PARTNERSHIP UNDERTAKINGSNGA Holdco, LLC • July 20th, 2007 • New York
THIS REAFFIRMATION OF PARTNERSHIP UNDERTAKINGS (this “Agreement”) is made as of July 22, 2005 by ELDORADO SHREVEPORT #1, LLC, a Nevada limited liability company (“Eldorado Partner #1”), with principal offices at c/o Eldorado Resorts LLC, 345 North Virginia Street, Reno, Nevada 89501, ELDORADO SHREVEPORT #2, LLC, a Nevada limited liability company (“Eldorado Partner #2”), with principal offices at c/o Eldorado Resorts LLC, 345 North Virginia Street, Reno, Nevada 89501, and SHREVEPORT GAMING HOLDINGS, INC., a Delaware corporation (“Noteholder Partner”) with principal offices at 451 Clyde Fant Parkway, Shreveport, LA 71101, in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking association, with offices at c/o Corporate Trust Services, 225 Asylum Street, 23rd Floor, Hartford, Connecticut 06103, as Indenture Trustee and Collateral Agent acting on behalf of the Holders of the Notes under (and as defined in) the Amended and Restated Indenture described below (in such capacity “Secure
AMENDMENT NO. 1 TO OPERATING AGREEMENT OF NGA HOLDCO, LLC, A NEVADA LIMITED LIABILITY COMPANYOperating Agreement • July 20th, 2007 • NGA Holdco, LLC
The undersigned, being all of the Members of NGA HOLDCO, LLC (“Company”) hereby adopt and approve this Amendment No.1 to the Operating Agreement of NGA HOLDCO, LLC (“Operating Agreement”) effective as of the 1st day of July, 2007. This Amendment No. 1 is entered with reference to the following facts:
OPERATING AGREEMENT OF NGA HOLDCO, LLC,Operating Agreement • July 20th, 2007 • NGA Holdco, LLC • Nevada
This OPERATING AGREEMENT (this “Agreement”) of NGA HOLDCO, LLC, a Nevada limited liability company (the “Company”), is entered into on January 11, 2007 (the “Effective Date”), by NGA VOTECO LLC and NGA NOVOTECO LLC, Nevada limited liability companies, on the following terms and conditions:
MANAGEMENT AGREEMENTManagement Agreement • July 20th, 2007 • NGA Holdco, LLC • Louisiana
THIS MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the 22nd day of July, 2005 (the “Commencement Date”), by and between Eldorado Casino Shreveport Joint Venture, a Louisiana partnership (“Owner”), and Eldorado Resorts LLC, a Nevada limited liability company (“Eldorado”).
LOAN AND AIRCRAFT SECURITY AGREEMENT (S/N FL-302)Loan and Aircraft Security Agreement • July 20th, 2007 • NGA Holdco, LLC • New York
THIS LOAN AND AIRCRAFT SECURITY AGREEMENT (S/N FL-302) (together with all Addenda, Riders and Annexes hereto, this “Agreement”) is dated as of December 30, 2005 (the “Closing Date”), by and between ELDORADO RESORTS LLC, a Nevada limited liability company (“Customer”), and BANC OF AMERICA LEASING & CAPITAL, LLC, a Delaware limited liability company (“Lender”).
THIRD AMENDED AND RESTATED DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILINGSecurity Agreement and Fixture Filing • July 20th, 2007 • NGA Holdco, LLC • Nevada
This Third Amended and Restated Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Deed of Trust”), dated as of February 28, 2006, is executed by Eldorado Resorts LLC, a Nevada limited liability company, as trustor (“Trustor”) and C.S.& Y. Associates, a general partnership, as additional trustor (“Additional Trustor”), in favor of First American Title Company of Nevada, as trustee (“Trustee”), for the benefit of BANK OF AMERICA, N.A., as Administrative Agent for the Banks and Issuing Bank party to the Loan Agreement described below, as beneficiary (“Beneficiary”), whose address is 901 Main Street, 14th Floor, Mail Code: TX1-492-14-11, Dallas, TX 75202-3714, Attention: Chris Levine.
FIFTH AMENDED AND RESTATED JOINT VENTURE AGREEMENT OF ELDORADO CASINO SHREVEPORT JOINT VENTURE (FORMERLY KNOWN AS THE “QUEEN OF NEW ORLEANS AT THE HILTON JOINT VENTURE,” “QNOV” andJoint Venture Agreement • July 20th, 2007 • NGA Holdco, LLC • Louisiana
THIS FIFTH AMENDED AND RESTATED JOINT VENTURE AGREEMENT is entered into as of July 22, 2005, by and among Eldorado Shreveport #1, LLC, a Nevada limited liability company (“Eldorado I”), Eldorado Shreveport #2, LLC, a Nevada limited liability company (“Eldorado II”), and Shreveport Gaming Holdings, Inc., a Delaware corporation (“Noteholder”). Unless the context otherwise requires, terms that are capitalized and not otherwise defined shall have the meanings set forth or cross-referenced in ARTICLE I of this Agreement.
MEMBERSHIP INTEREST PLEDGE AGREEMENT MADE BY ELDORADO RESORTS, LLC a Nevada Limited Liability Company in favor of As Indenture Trustee and Collateral Agent July 22, 2005Membership Interest Pledge Agreement • July 20th, 2007 • NGA Holdco, LLC • New York
THIS MEMBERSHIP INTEREST PLEDGE AGREEMENT (this “Agreement”) is made as of July 22, 2005 by ELDORADO RESORTS LLC, a Nevada Limited Liability Company, with principal offices at 345 North Virginia Street, Reno, Nevada 89501 (the “Pledgor”), in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking association, with offices at c/o Corporate Trust Services, 225 Asylum Street, 23rd Floor, Hartford, Connecticut 06103, as Indenture Trustee and Collateral Agent for the benefit of the Holders of the Notes under (and as defined in) the Indenture described below (“Secured Party”).
THIRD AMENDED AND RESTATED LOAN AGREEMENT Dated as of February 28, 2006 among ELDORADO RESORTS LLC as Borrower, the Banks referred to herein, and BANK OF AMERICA, N.A., as Issuing Bank and Administrative Agent BANC OF AMERICA SECURITIES LLC, Lead...Loan Agreement • July 20th, 2007 • NGA Holdco, LLC • Nevada
This THIRD AMENDED AND RESTATED LOAN AGREEMENT is entered into among Eldorado Resorts LLC, a Nevada limited liability company, as Borrower, each lender from time to time party hereto (collectively, the “Banks” and individually, a “Bank”), and Bank of America, N.A., as Issuing Bank and Administrative Agent. While not a party hereto, Banc of America Securities LLC has served as the Lead Arranger and sole Book Manager for the credit facilities described herein. Borrower, the Banks and Administrative Agent hereby agree with reference to the following facts:
NGA HOLDCO, LLC SUBSCRIPTION AGREEMENT Class A Voting Membership UnitsSubscription Agreement • July 20th, 2007 • NGA Holdco, LLC
The undersigned hereby subscribes for One (1) Class A voting membership unit of NGA HOLDCO, LLC, a Nevada limited liability company (the “Company”), in consideration of payment by the undersigned of Three Thousand Eight Hundred and Six Dollars ($3,806) upon execution of this subscription.
