CIRCUS AND ELDORADO JOINT VENTURE SILVER LEGACY CAPITAL CORP. SECOND LIEN NOTES DUE 2018 Indenture Dated as of [______], 2012 The Bank of New York Mellon Trust Company, N.A. TrusteeIndenture • November 2nd, 2012 • Circus & Eldorado Joint Venture • Hotels & motels • New York
INDENTURE dated as of [______], 2012 among Circus and Eldorado Joint Venture, a Nevada general partnership (the “Partnership”), Silver Legacy Capital Corp., a Nevada corporation (“Capital” and, together with the Partnership, the “Issuers”), the Subsidiary Guarantors (as defined below) from time to time party hereto, and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”).
RECORDING REQUESTED BY AND WHEN RECORDED, RETURN TO: SHEPPARD, MULLIN, RICHTER & HAMPTON LLPConstruction Deed of Trust • March 31st, 2009 • Circus & Eldorado Joint Venture • Hotels & motels
AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF JOINT VENTURE OF CIRCUS AND ELDORADO JOINT VENTUREJoint Venture Agreement • September 21st, 2012 • Circus & Eldorado Joint Venture • Hotels & motels • Nevada
This Amendment to Amended and Restated Agreement of Joint Venture of Circus and Eldorado Joint Venture (this “Amendment”) is dated as of May 14, 2012 by and between ELDORADO LIMITED LIABILITY COMPANY, a Nevada limited liability company (“E”), and GALLEON, INC., a Nevada corporation (“C” and together with “E”, the “Partners”).
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • March 19th, 2012 • Circus & Eldorado Joint Venture • Hotels & motels • New York
This RESTRUCTURING SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 15, 2012, by and among (i) Circus and Eldorado Joint Venture and each of its direct or indirect subsidiaries (“Circus”) and Silver Legacy Capital Corp. (collectively with Circus, the “Company”), (ii)(A) Capital Research and Management Company, for and on behalf of certain funds set forth on the signature pages hereto (the “Cap Re Holders”) as holders of 10 1/8% senior secured notes due March 1, 2012 (the “Notes”) issued pursuant to that certain Indenture dated March 5, 2002, as amended, supplemented or otherwise modified from time to time, by and among Circus and Eldorado Joint Venture, Silver Legacy Capital Corp., and The Bank of New York, as trustee (the “Indenture”) and the various other loan and collateral documents executed in connection therewith (collectively, the “Loan Documents”) and (B) other holders of the Notes who may become signatories hereto as set forth on the signature page(s) to this A
ContractMerger Agreement • June 21st, 2004 • Circus & Eldorado Joint Venture • Hotels & motels
LAS VEGAS, JUNE 16, 2004 – MGM MIRAGE (NYSE: MGG) and Mandalay Resort Group (NYSE: MBG) today jointly announced that they have entered into a definitive merger agreement under which MGM MIRAGE will acquire Mandalay for $71.00 per share in cash, a premium of approximately 30% to Mandalay’s closing share price on the day before MGM MIRAGE made its initial offer. The total value of the acquisition is approximately $7.9 billion, including equity value of approximately $4.8 billion, $600 million of convertible debentures and the assumption of approximately $2.5 billion in outstanding Mandalay debt.
RECORDING REQUESTED BY AND WHEN RECORDED, RETURN TO: SHEPPARD, MULLIN, RICHTER & HAMPTON LLPAssignment of Rents and Revenues • March 31st, 2009 • Circus & Eldorado Joint Venture • Hotels & motels
AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 31st, 2009 • Circus & Eldorado Joint Venture • Hotels & motels
This Amendment No. 6 to Second Amended and Restated Credit Agreement dated as of January 28, 2009 (the “Amendment”) is executed by and among Circus and Eldorado Joint Venture, a Nevada general partnership (“Borrower”), Bank of America, N.A., as Administrative Agent and the sole Lender party to that certain Second Amended and Restated Credit Agreement dated as of March 5, 2002 (as amended, modified or supplemented prior to the date hereof, the “Credit Agreement”) among Borrower, the Lenders referred to therein and Administrative Agent. Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Credit Agreement.
AGREEMENT AND PLAN OF MERGER dated as of June 15, 2004 among MGM MIRAGE, MANDALAY RESORT GROUP AND MGM MIRAGE ACQUISITION CO. #61, A WHOLLY OWNED SUBSIDIARY OF MGM MIRAGEMerger Agreement • June 21st, 2004 • Circus & Eldorado Joint Venture • Hotels & motels • Nevada
AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of June 15, 2004 by and among MGM MIRAGE, a Delaware corporation (“Parent”), having an address of 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, MANDALAY RESORT GROUP, a Nevada corporation (the “Company”), having an address of 3950 Las Vegas Boulevard South, Las Vegas, Nevada 89119, and MGM MIRAGE ACQUISITION CO. #61, a Nevada corporation (“Merger Subsidiary”), having an address of 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109. Parent, the Company and, Merger Subsidiary are referred to collectively herein as the “Parties.”
RECORDING REQUESTED BY AND WHEN RECORDED, RETURN TO: SHEPPARD, MULLIN, RICHTER & HAMPTON LLPConstruction Deed of Trust • November 14th, 2003 • Circus & Eldorado Joint Venture • Hotels & motels
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 8th, 2006 • Circus & Eldorado Joint Venture • Hotels & motels
This Amendment No. 3 to Second Amended and Restated Credit Agreement dated as of March 2, 2006 (the “Amendment”) is executed by and between Circus and Eldorado Joint Venture, a Nevada general partnership (“Borrower”) and Bank of America, N.A., as Administrative Agent, acting with the consent of the Requisite Lenders, with reference to that certain Second Amended and Restated Credit Agreement dated as of March 5, 2002 (as amended, modified or supplemented prior to the date hereof, the “Credit Agreement”) among Borrower, the Lenders referred to therein and Administrative Agent. Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Credit Agreement.
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 14th, 2003 • Circus & Eldorado Joint Venture • Hotels & motels
This Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of November 4, 2003 (the “Amendment”) is executed among Circus and Eldorado Joint Venture, a Nevada general partnership (“Borrower”) and Bank of America, N.A., as Administrative Agent for the Lenders referred to below (“Administrative Agent”), with reference to that certain Second Amended and Restated Credit Agreement dated as of March 5, 2002 (as amended, modified or supplemented prior to the date hereof, the “Credit Agreement”) among Borrower, the Lenders referred to therein and Administrative Agent. Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Credit Agreement.
