Resorts International Hotel & Casino Inc Sample Contracts

COLONY RIH ACQUISITIONS, INC., as Borrower, and
Credit Agreement • July 13th, 2001 • Colony Rih Acquisitions Inc • New York
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Exhibit 10.7 SECURITY AGREEMENT
Security Agreement • July 13th, 2001 • Colony Rih Acquisitions Inc • New York
Exhibit 10.1 PURCHASE AGREEMENT
Purchase Agreement • July 13th, 2001 • Colony Rih Acquisitions Inc • New York
RECITALS
Stockholders Agreement • July 13th, 2001 • Colony Rih Acquisitions Inc • New York
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 14th, 2002 • Resorts International Hotel & Casino Inc • Services-amusement & recreation services • New Jersey
FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 13th, 2001 • Colony Rih Acquisitions Inc • Nevada
Exhibit 10.8 OPTION AGREEMENT
Option Agreement • July 13th, 2001 • Colony Rih Acquisitions Inc • New Jersey
SECOND AMENDMENT TO LEASE AGREEMENT
Lease Agreement • March 29th, 2004 • Resorts International Hotel & Casino Inc • Services-amusement & recreation services

THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of the 18th day of March, 2004 between and RESORTS REAL ESTATE HOLDINGS, INC. (successor in interest to Kerzner International North America, Inc.), a New Jersey corporation (“Landlord”), having an address at 1133 Boardwalk, Atlantic City, New Jersey 08401, and RESORTS INTERNATIONAL HOTEL AND CASINO, INC. (f/k/a Colony RIH Acquisitions, Inc.), a Delaware corporation, (“Tenant”), having an address at 1133 Boardwalk, Atlantic City, New Jersey 08401.

CREDIT AGREEMENT dated as of March 14, 2007 among RESORTS INTERNATIONAL HOTEL, INC., RESORTS PROPCO, INC., NEW PIER OPERATING COMPANY, INC., RESORTS REAL ESTATE HOLDINGS, INC. AND RESORTS FINANCE HOLDINGS, INC. as Borrower COLUMN FINANCIAL, INC. as a...
Credit Agreement • March 20th, 2007 • Resorts International Hotel & Casino Inc • Services-amusement & recreation services • New York

CREDIT AGREEMENT dated as of March 14, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 (together with its successors and assigns, “Lender”), and as administrative agent (in such capacity, the “Administrative Agent”), CREDIT SUISSE, NEW YORK BRANCH, as Issuing Bank (“Issuing Bank”) and RESORTS INTERNATIONAL HOTEL, INC., a New Jersey corporation (“Opco”), RESORTS PROPCO INC., a New Jersey corporation (“Propco”), NEW PIER OPERATING COMPANY, INC., a New Jersey corporation (“New Pier”), RESORTS REAL ESTATE HOLDINGS, INC., a New Jersey corporation (“RREH”) and RESORTS FINANCE HOLDINGS, INC., a Delaware corporation (“Holdco” and together with Opco, PROPCO, New Pier and RREH, individually and/or collectively, as the context may require, “Borrower”). All terms used herein and not defined herein shall have the mean

SERVICES AGREEMENT
Services Agreement • August 16th, 2004 • Resorts International Hotel & Casino Inc • Services-amusement & recreation services • New York

SERVICES AGREEMENT, dated as of June 18, 2004 (this “Agreement”), between RESORTS INTERNATIONAL HOTEL AND CASINO, INC., a Delaware corporation (f/k/a Colony RIH Acquisitions, Inc.) (“Resorts”) and COLONY RESORTS LVH ACQUISITIONS, LLC, a Nevada limited liability company (“LVH”).

FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • June 20th, 2006 • Resorts International Hotel & Casino Inc • Services-amusement & recreation services • New Jersey

This FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Amendment”) is effective as of June 19, 2006, by and between RESORTS INTERNATIONAL HOTEL, INC., a New Jersey corporation (“Borrower”), and COMMERCE BANK, N.A., a national banking association (“Lender”).

FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 6th, 2006 • Resorts International Hotel & Casino Inc • Services-amusement & recreation services • New Jersey

This FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Amendment”) is effective as of August 30, 2006, by and between RESORTS INTERNATIONAL HOTEL, INC., a New Jersey corporation (“Borrower”), and COMMERCE BANK, N.A., a national banking association (“Lender”).

AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 31st, 2005 • Resorts International Hotel & Casino Inc • Services-amusement & recreation services • New Jersey

THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of March 30, 2005, between The CIT Group/Equipment Financing, Inc. (“Secured Party”) and Resorts International Hotel, Inc. (“Debtor”).

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EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 1st, 2007 • Resorts International Hotel & Casino Inc • Services-amusement & recreation services • New Jersey

This EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Amendment”) is effective as of January 31, 2007, by and between RESORTS INTERNATIONAL HOTEL, INC., a New Jersey corporation (“Borrower”), and COMMERCE BANK, N.A., a national banking association (“Lender”).

GUARANTY
Guaranty • March 29th, 2004 • Resorts International Hotel & Casino Inc • Services-amusement & recreation services

THIS GUARANTY (this “Guaranty”) is made and is effective as of the 18th day of March, 2004, by Colony RIH Holdings, Inc., a Delaware corporation (the “Guarantor”), in favor of Kerzner International North America, Inc., a Delaware corporation (“KINA”), and its permitted assigns under the Notes (as hereinafter defined). Capitalized terms not otherwise defined herein shall have the respective meanings therefor set forth in the Master Agreement (as hereinafter defined).

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • June 30th, 2005 • Resorts International Hotel & Casino Inc • Services-amusement & recreation services • New Jersey

This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Amendment”) is effective as of June 28, 2005, by and between RESORTS INTERNATIONAL HOTEL, INC., a New Jersey corporation (“Borrower”), and COMMERCE BANK, N.A., a national banking association (“Lender”).

FIRST AMENDMENT TO VICE CHAIRMAN AGREEMENT
Vice Chairman Agreement • May 15th, 2006 • Resorts International Hotel & Casino Inc • Services-amusement & recreation services • New York

FIRST AMENDMENT, dated as of May 19, 2005 (the “First Amendment”) to the Vice Chairman Agreement (the “Agreement”) dated as of April 25, 2001, between NICHOLAS L. RIBIS (“Ribis”) and COLONY RIH ACQUISITIONS, INC., a Delaware corporation (the “Company”).

GUARANTY
Guaranty • March 29th, 2004 • Resorts International Hotel & Casino Inc • Services-amusement & recreation services

THIS GUARANTY (this “Guaranty”) is made as of the 18th day of March, 2004, by Resorts International Hotel and Casino, Inc., a Delaware corporation (“Resorts”), Resorts International Hotel, Inc., a New Jersey corporation (“RIH”), and New Pier Operating Company, Inc., a New Jersey corporation (“New Pier”) (each, a “Guarantor” and, collectively, the “Guarantors”), in favor of Kerzner International North America, Inc., a Delaware corporation (“KINA”), and its permitted assigns under the Notes (as hereinafter defined). Capitalized terms not otherwise defined herein shall have the respective meanings therefor set forth in the Master Agreement (as hereinafter defined).

AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 29th, 2004 • Resorts International Hotel & Casino Inc • Services-amusement & recreation services • New Jersey

THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of January 16, 2004, between CIT Group/Equipment Financing, Inc. (“Secured Party”) and Resorts International Hotel, Inc. (“Debtor”).

RESORTS INTERNATIONAL HOTEL, INC. EMPLOYMENT AGREEMENT
Employment Agreement • March 24th, 2006 • Resorts International Hotel & Casino Inc • Services-amusement & recreation services • New Jersey

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 24th day of March, 2006 by and between RESORTS INTERNATIONAL HOTEL, INC., a New Jersey corporation (the “Company”), and Francis X. McCarthy, an individual residing at 132 Heritage Road, Haddonfield, New Jersey 08033 (“Executive”).

SECURITY AGREEMENT
Security Agreement • March 29th, 2004 • Resorts International Hotel & Casino Inc • Services-amusement & recreation services • New York

SECURITY AGREEMENT dated as of March 18, 2004 (together with all amendments, if any, from time to time, this “Security Agreement”), among RESORTS REAL ESTATE HOLDINGS, INC., a New Jersey corporation (together with its successors and assigns, “Purchaser” or a “Grantor”), COLONY RIH HOLDINGS, INC., a Delaware corporation (together with its successors and assigns, “Holdings” or a “Grantor” and, together with Purchaser, “Grantors”), and KERZNER INTERNATIONAL NORTH AMERICA, INC., a Delaware corporation (together with any Holder as defined in the Secured Promissory Note, “Lender”).

AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 17th, 2004 • Resorts International Hotel & Casino Inc • Services-amusement & recreation services • New Jersey

THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of September 14, 2004, between CIT Group/Equipment Financing, Inc. (“Secured Party”) and Resorts International Hotel, Inc. (“Debtor”).

RESORTS INTERNATIONAL HOTEL, INC. EMPLOYMENT AGREEMENT
Employment Agreement • August 16th, 2004 • Resorts International Hotel & Casino Inc • Services-amusement & recreation services • New Jersey

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the twenty sixth day of May, 2004 by and between RESORTS INTERNATIONAL HOTEL, INC., a New Jersey corporation (the “Company”), and Mark Lefever, an individual residing at 2751 Asbury Avenue, Ocean City, New Jersey (“Executive”).

RESORTS INTERNATIONAL HOTEL, INC. FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 5th, 2004 • Resorts International Hotel & Casino Inc • Services-amusement & recreation services • New Jersey

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of June 17, 2004, by and between RESORTS INTERNATIONAL HOTEL, INC., a New Jersey corporation (the “Company”), and AUDREY S. OSWELL (“Executive”).

PURCHASE AND SALE AGREEMENT BY AND BETWEEN KERZNER INTERNATIONAL NORTH AMERICA, INC. as Seller AND RESORTS REAL ESTATE HOLDINGS, INC. as Purchaser Premises: Certain Parcels located in Atlantic City, New Jersey
Purchase and Sale Agreement • March 29th, 2004 • Resorts International Hotel & Casino Inc • Services-amusement & recreation services • New Jersey

THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is made as of March 18, 2004, between RESORTS REAL ESTATE HOLDINGS, INC., a New Jersey corporation (“Purchaser”), and KERZNER INTERNATIONAL NORTH AMERICA, INC. (f/k/a SUN INTERNATIONAL NORTH AMERICA, INC.), a Delaware corporation (“Seller”). Purchaser and Seller are sometimes referred to individually in this Agreement as a “party” and collectively as the “parties.”

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