CREDIT AGREEMENT Dated as of June 1, 2011 among ELDORADO RESORTS LLC, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH,...Credit Agreement • June 5th, 2012 • NGA Holdco, LLC • Investors, nec • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 1, 2011, among ELDORADO RESORTS LLC, a Nevada limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arranger and Joint Book Manager and CAPITAL ONE, N.A., as Joint Lead Arranger, Joint Book Manager and Syndication Agent.
CREDIT AGREEMENTCredit Agreement • October 15th, 2013 • NGA Holdco, LLC • Investors, nec • Nevada
This note is the Revolving Note referred to in the Credit Agreement dated as of August 22, 2013, (as the from time to time amended, restated or otherwise modified, the “Credit Agreement”) between the undersigned and the Lender. This note is secured, it is subject to certain mandatory prepayments and its maturity is subject to acceleration, in each case upon the terms provided in said Credit Agreement.
OPERATING AGREEMENT OF ELDORADO HOLDCO LLC, a Nevada limited liability CompanyOperating Agreement • August 14th, 2009 • NGA Holdco, LLC • Investors, nec • Nevada
This OPERATING AGREEMENT (this “Operating Agreement”) is made and entered into as of this 1st day of April, 2009, 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”).
PUT-CALL AGREEMENTPut-Call Agreement • April 15th, 2008 • NGA Holdco, LLC • Investors, nec • Nevada
THIS PUT-CALL AGREEMENT (the “Agreement”) is entered into as of December 14, 2007, by and among the following parties (collectively, the “Parties”, or, individually, a “Party”):
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”).
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:
AMENDED AND RESTATED 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 • August 31st, 2007 • NGA Holdco, LLC • Investors, nec • Nevada
THIS AMENDED AND RESTATED PURCHASE AGREEMENT (the “Agreement”) is entered into as of July 20, 2007, by and among ELDORADO RESORTS LLC, a Nevada limited liability company (the “Company”); NGA ACQUISITIONCO, LLC, a Nevada limited liability company (“Purchaser”); and DONALD L. CARANO (“Carano”) for the purpose of amending and restating in its entirety the Purchase Agreement entered into as of July 20, 2007, by and among the Company, Purchaser and Carano (collectively the “Parties,” or, individually, the “Party”).
ELDORADO RESORTS LLC ELDORADO CAPITAL CORP. AND EACH OF THE GUARANTORS PARTY HERETO 8.625% SENIOR SECURED NOTES DUE 2019 INDENTURE Dated as of June 1, 2011 U.S. Bank National Association as Trustee and Capital One, N.A. as Collateral TrusteeIndenture • June 5th, 2012 • NGA Holdco, LLC • Investors, nec • New York
INDENTURE dated as of June 1, 2011 among Eldorado Resorts LLC, a Nevada limited liability company (“Eldorado”), and Eldorado Capital Corp. (“Eldorado Capital” and together with Eldorado, the “Issuers”), a Nevada corporation, the Guarantors (as defined), U.S. Bank National Association, as trustee and Capital One, N.A., as collateral trustee.
FIRST AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • June 5th, 2012 • NGA Holdco, LLC • Investors, nec • Nevada
This First Amendment to Management Agreement (this “Amendment”) is made and entered into as of this 1st day of June, 2011, by and among ELDORADO RESORTS LLC, a Nevada limited liability company (the “Company”), RECREATIONAL ENTERPRISES, INC., a Nevada corporation (“REI”), and HOTEL-CASINO MANAGEMENT, INC., a Nevada corporation (“HCM” and together with REI, the “Managers”).
AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • April 15th, 2008 • NGA Holdco, LLC • Investors, nec
This Amendment No. 2 to Third Amended and Restated Loan Agreement (“Amendment”) dated as of March 28, 2008 is made with reference to the Third Amended and Restated Loan Agreement, dated as of February 28, 2006 (as previously amended by an Amendment No. 1 dated as of November 13, 2007, the “Loan Agreement”), among Eldorado Resorts LLC, a Nevada limited liability company (the “Borrower”), the Banks referred to therein, and Bank of America, N.A., as Administrative Agent. Capitalized terms used in this Amendment but not defined herein are used with the meanings set forth for those terms in the Loan Agreement as the same is amended hereby. This Amendment is entered into with reference to the following facts:
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”);
ELDORADO CASINO SHREVEPORT JOINT VENTURE and SHREVEPORT CAPITAL CORPORATION as Issuers, and the Guarantors listed on the signature pages hereof FOURTH SUPPLEMENTAL INDENTURE with respect to: 10% First Mortgage Notes due 2012 as TrusteeNGA Holdco, LLC • August 14th, 2009 • Investors, nec • New York
The Issuers and the Guarantors have heretofore executed and delivered to the Trustee an Amended and Restated Indenture, dated as of July 20, 2005 (as amended by that certain Supplemental Indenture dated as of July 22, 2005, among ES I, the Partnership, Capital and the Trustee, that certain Supplemental Indenture dated as of July 22, 2005 by and among ES II, the Issuers and the Trustee, and that certain supplemental indenture dated as of November 15, 2007 by and among the Issuers, the Guarantors and the Trustee, and as it may be further amended or modified from time to time, the “Indenture”), under which the Notes in the aggregate principal amount of $155,615,833 are outstanding. Capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the Indenture.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2008 • NGA Holdco, LLC • Investors, nec • Nevada
This Registration Rights Agreement (the “Agreement”) is dated as of December 14, 2007, by and between Eldorado Resorts LLC, a Nevada limited liability company (the “Company”) and NGA AcquisitionCo, LLC (“AcquisitionCo”).
AMENDED AND RESTATED OPERATING AGREEMENT OF NGA HOLDCO, LLC,Operating Agreement • August 31st, 2007 • NGA Holdco, LLC • Investors, nec • Nevada
This AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of NGA HOLDCO, LLC, a Nevada limited liability company (the “Company”), is entered into on August 30, 2007 (the “Effective Date”), by NGA VOTECO LLC and NGA NOVOTECO LLC, Nevada limited liability companies, on the following terms and conditions:
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”);
CREDIT AGREEMENT among MESQUITE GAMING, LLC, as Borrower, The Several Lenders from Time to Time Parties Hereto, CANTOR FITZGERALD SECURITIES, as Collateral Agent and CANTOR FITZGERALD SECURITIES, as Administrative Agent Dated as of August 1, 2011Credit Agreement • November 21st, 2011 • NGA Holdco, LLC • Investors, nec • New York
CREDIT AGREEMENT, dated as of August 1, 2011, among MESQUITE GAMING, LLC, a Nevada limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), CANTOR FITZGERALD SECURITIES, as collateral agent (in such capacity, the “Collateral Agent”), and CANTOR FITZGERALD SECURITIES, as administrative agent (in such capacity, the “Administrative Agent”).
AMENDMENT TO THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF ELDORADO RESORTS LLCOperating Agreement • August 16th, 2010 • NGA Holdco, LLC • Investors, nec
This AMENDMENT TO THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF ELDORADO RESORTS LLC, a Nevada limited liability company (the “Company”), is entered effective as of June 30, 2010, by the sole member of the Company, Eldorado HoldCo LLC, a Nevada limited liability company as follows:
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:
SUPPLEMENTAL INDENTURESupplemental Indenture • April 15th, 2008 • NGA Holdco, LLC • Investors, nec
WHEREAS, Eldorado Casino Shreveport Joint Venture, a Louisiana general partnership (the “Partnership”) and Shreveport Capital Corporation, a Louisiana corporation (together with the Partnership, the “Issuers”), HCS I, Inc., a Louisiana corporation, HCS II, Inc., a Louisiana corporation, and U.S. Bank National Association, as trustee (the “Trustee”), entered into an Amended and Restated Indenture dated as of July 21, 2005 (as amended by a Supplemental Indenture dated as of July 22, 2005 among Eldorado Shreveport #1, LLC, a Nevada limited liability company (“ES#1”), the Issuers and the Trustee and a Supplemental Indenture dated as of July 22, 2005 among Eldorado Shreveport #2, LLC, a Nevada limited liability company (collectively with ES#1, the “Guarantors”), the Issuers and the Trustee, the “Indenture”);
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”).
AGREEMENTAgreement • May 22nd, 2009 • NGA Holdco, LLC • Investors, nec
Agreement dated as of May 12, 2009, by and between Eldorado Resorts LLC, a Nevada limited liability company (“Eldorado”), and Newport Global Advisors L.P., a Delaware limited partnership (hereafter referred to as “Newport”).
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.
FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • October 15th, 2014 • NGA Holdco, LLC • Investors, nec
This FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this “First Amendment”), dated as of August 14, 2014, is by and among MESQUITE GAMING, LLC, a Nevada limited liability company (the “Borrower”), and MICHAEL J. GAUGHAN FAMILY, LLC, a Nevada limited liability company (“MJG LLC”), JOHN F. GAUGHAN FAMILY LLC, a Nevada limited liability company (“JFG LLC”), MICHAEL J. GAUGHAN, Trustee of the Marital Trust as created under the Gaughan 1993 Trust dated December 28, 1993 (“MT”), FRANKLIN TOTI, Trustee of the Frank Toti Trust dated May 6, 2008 (“TOTI”), and NGA BLOCKER, LLC, a Nevada limited liability company (“NGA”),(MJG LLC, JFG LLC, MT, TOTI, and NGA, each, a “LENDER” and collectively, the “LENDERS”), and Wilmington Trust, National Association, as administrative agent and collateral agent for the Lenders (“LOAN AGENT”), and is entered into with reference to the following facts:
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”).
ASSIGNMENT AND ASSUMPTION OF REGISTRATION RIGHTS AGREEMENTAssignment and Assumption • April 14th, 2010 • NGA Holdco, LLC • Investors, nec • Nevada
This Assignment and Assumption of Registration Rights Agreement (this “Assignment”) is entered into this 1st day of April, 2009, between Eldorado Resorts LLC, a Nevada limited liability company (the “Assignor”), and Eldorado HoldCo LLC, a Nevada limited liability company (the “Assignee”), and is consented to by NGA AcquisitionCo, LLC a Nevada limited liability company (“NGA”).
