Herbst Gaming – Settlement Agreement (July 28th, 2014)
This SETTLEMENT AGREEMENT (this "Agreement") is made and entered into as of July 28, 2014, by and among Affinity Gaming, a Nevada corporation (the "Company"), Z Capital Partners, L.L.C., a Delaware limited liability company ("Z Capital"), the Affiliates of Z Capital set forth on Exhibit A hereto (together with Z Capital, the "Z Capital Holders"), SPH Manager, LLC, a Delaware limited liability company ("SPH Manager"), and each of the entities listed under "Other Holders" on Exhibit A hereto (collectively, the "Other Holders"). The Z Capital Holders, SPH Manager and the Other Holders are collectively referred to herein as the "Stockholders" and each individually as a "Stockholder." The Company and the Stockholders are sometimes collectively referred to herein as the "Parties" and each individually as a "Party." Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 1.01.