and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee -------------- AMENDMENT NO. 1 Dated July 22, 2004 to Amended and Restated Indenture Dated as of October 12, 2001 -------------- $110 Million 11% Notes Due 2005Indenture • August 11th, 2004 • Atlantic Coast Entertainment Holdings Inc • Hotels & motels • New York
Exhibit 10.1 Mr. George Toth Sands Casino Hotel 136 South Kentucky Avenue Atlantic City, NJ 08401 Dear Mr. Toth: You (hereinafter referred to as the "Employee") and Atlantic Coast Entertainment Holdings, Inc. (the "Company"), sole member of ACE Gaming...Employment Agreement • April 27th, 2005 • Atlantic Coast Entertainment Holdings Inc • Hotels & motels • New York
OPERATING AGREEMENT OF ACE GAMING, LLCOperating Agreement • February 13th, 2004 • Atlantic Coast Entertainment Holdings Inc • Hotels & motels • New Jersey
BACKGROUND ----------Contribution Agreement • August 11th, 2004 • Atlantic Coast Entertainment Holdings Inc • Hotels & motels • New Jersey
PLEDGE AND SECURITY AGREEMENT DATED AS OF JULY 22, 2004Pledge and Security Agreement • August 11th, 2004 • Atlantic Coast Entertainment Holdings Inc • Hotels & motels • New York
BETWEENWarrant Agreement • August 11th, 2004 • Atlantic Coast Entertainment Holdings Inc • Hotels & motels • New York
Exhibit 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT ("AGREEMENT") is made, executed, delivered and entered into as of November 12, 2004, by and among ATLANTIC COAST ENTERTAINMENT HOLDINGS, INC., a Delaware corporation...Loan and Security Agreement • November 18th, 2004 • Atlantic Coast Entertainment Holdings Inc • Hotels & motels • New Jersey
ATLANTIC COAST ENTERTAINMENT HOLDINGS, INC., as Issuer, ACE GAMING, LLC, as Guarantor, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTUREIndenture • August 3rd, 2004 • Atlantic Coast Entertainment Holdings Inc • Hotels & motels • New York
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANYRegistration Rights Agreement • August 11th, 2004 • Atlantic Coast Entertainment Holdings Inc • Hotels & motels • New York
Exhibit 10.10 GB HOLDINGS, INC. March 23, 2004 Ealing Corp. c/o Icahn Associates Corp. 767 5th Avenue, 47th floor New York, NY 10153 Gentlemen: Pursuant to the terms of the Commitment Letter, dated January 30, 2004, we hereby request that you begin...Loan Agreement • April 22nd, 2004 • Atlantic Coast Entertainment Holdings Inc • Hotels & motels
Pursuant to the terms of the Commitment Letter, dated January 30, 2004, we hereby request that you begin preparation of the definitive loan documents and security documents (collectively, the "Definitive Agreements"), based upon the terms set forth therein. We also request that you agree to extend the term of the Commitment Letter from April 1, 2004, to May 1, 2004. The execution of the Definitive Agreements is subject to the approval of each of us.
This Assignment of Leases was prepared by and after recording should be returned to:Assignment of Leases • August 11th, 2004 • Atlantic Coast Entertainment Holdings Inc • Hotels & motels
PageAcquisition Agreement • September 6th, 2006 • Atlantic Coast Entertainment Holdings Inc • Hotels & motels • Delaware
THIS ACQUISITION AGREEMENT (this “Agreement”) is made and entered into as of September 3, 2006, by and among Pinnacle Entertainment, Inc., a Delaware corporation (“Buyer”), Atlantic Coast Entertainment Holdings, Inc., a Delaware corporation (“ACE Hi”), ACE Gaming, LLC, a New Jersey limited liability company and wholly-owned subsidiary of ACE Hi (“ACE Lo” and, together with ACE Hi, the “ACE Selling Parties”), American Real Estate Holdings Limited Partnership, a Delaware limited partnership (“AREH” and, together with ACE Hi, each a “Seller” and collectively, the “Sellers”), AREP Boardwalk Properties LLC, a Delaware limited liability company (“Boardwalk”), PSW Properties LLC, a Delaware limited liability company (“MLK I”), AREH MLK LLC, a Delaware limited liability company (“MLK II”), Mitre Associates LLC, a Delaware limited liability company (“MLK III” and, together with MLK I and MLK II, the “MLK Entities” and, together with Boardwalk, the “AREH Subs” and, together with ACE Lo, each a “
ESCROW AGREEMENTEscrow Agreement • November 27th, 2006 • Atlantic Coast Entertainment Holdings Inc • Hotels & motels • New York
THIS ESCROW AGREEMENT, dated as of November 17, 2006 (this “Agreement”), is entered into by and between American Real Estate Holdings Limited Partnership, a Delaware limited partnership (“AREH”), Atlantic Coast Entertainment Holdings, Inc., a Delaware corporation (“ACE Hi”), and JPMorgan Chase Bank N.A., a national banking association (the “Escrow Agent”). All capitalized terms used and not otherwise defined herein are used herein as defined in the Indemnification Agreement (as hereinafter defined).
DEFINITIONSPurchase Agreement • June 8th, 2006 • Atlantic Coast Entertainment Holdings Inc • Hotels & motels
The following terms, which are used in this Agreement, were defined in the Purchase Agreement and have the meaning set forth below.
CALL AGREEMENT DATED AS OF JUNE 5, 2006 BETWEEN AMERICAN REAL ESTATE HOLDINGS LIMITED PARTNERSHIP AND ACE GAMING, LLCCall Agreement • June 8th, 2006 • Atlantic Coast Entertainment Holdings Inc • Hotels & motels • New York
CALL AGREEMENT (this “Agreement”) dated as of June 5, 2006, by and between American Real Estate Holdings Limited Partnership, a Delaware limited partnership (“AREH”) and ACE Gaming, LLC, a New Jersey limited liability company (“ACE”). Capitalized terms used in this Agreement but not otherwise defined shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
This Mortgage was prepared by and after recording should be returned to: Mitchell S. Berkey, Esq. Wolff & Samson PC One Boland Drive West Orange, New Jersey 07052 MORTGAGE, FIXTURE FILING AND SECURITY AGREEMENT...Mortgage, Fixture Filing and Security Agreement • August 3rd, 2004 • Atlantic Coast Entertainment Holdings Inc • Hotels & motels • New Jersey
ContractPurchase Agreement • September 6th, 2006 • Atlantic Coast Entertainment Holdings Inc • Hotels & motels
Company’s growth through 2010 and beyond. In connection with our longstanding interest in Atlantic City, we submitted our initial license application in New Jersey several months ago. The regulatory investigation is ongoing.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 27th, 2006 • Atlantic Coast Entertainment Holdings Inc • Hotels & motels • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of September 3, 2006, is entered into by and between American Real Estate Holdings Limited Partnership, a Delaware limited partnership (“AREH”), and Atlantic Coast Entertainment Holdings, Inc., a Delaware corporation (“ACE Hi”). All capitalized terms used and not otherwise defined herein are used herein as defined in the Acquisition Agreement (as hereinafter defined).
NOTE AND MORTGAGE MODIFICATION AGREEMENT DATED: November 30, 2005 ATLANTIC COAST ENTERTAINMENT HOLDINGS, INC., Record and return to: a Delaware corporation, Kenneth D. Wolfe, Esquire and Cooper Levenson April Niedelman & Wagenheim, P.A. DRAWBRIDGE...Note and Mortgage Modification Agreement • March 16th, 2006 • Atlantic Coast Entertainment Holdings Inc • Hotels & motels • New Jersey
This Note and Mortgage Modification Agreement (the “Modification Agreement”), made this 30th day of November, 2005 (the “Effective Date”), by and among Atlantic Coast Entertainment Holdings, Inc., a Delaware corporation (the “Borrower”), Ace Gaming, LLC, a New Jersey limited liability company (the “Guarantor”), each with an office located c/o The Sands Hotel & Casino, Indiana Avenue & Brighton Park, Atlantic City, New Jersey 08401, and Drawbridge Special Opportunities Fund LP, a national banking association, having an address at 1345 Avenue of the Americas, New York, New York 10105 (the “Lender”).
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANYRegistration Rights Agreement • May 28th, 2004 • Atlantic Coast Entertainment Holdings Inc • Hotels & motels • New York
