CREDIT AGREEMENT dated as of January 3, 2007, among WIMAR OPCO LLC, WIMAR OPCO INTERMEDIATE HOLDINGS LLC, CP LAUGHLIN REALTY, LLC, COLUMBIA PROPERTIES VICKSBURG, LLC, JMBS CASINO LLC, THE LENDERS PARTY HERETO and CREDIT SUISSE, as Administrative Agent...Credit Agreement • June 29th, 2007 • St Louis Riverboat Entertainment Inc • Services-amusement & recreation services • New York
CREDIT AGREEMENT dated as of January 3, 2007, among WIMAR OPCO LLC, a Delaware limited liability company (the “Borrower”), WIMAR OPCO INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”) CP LAUGHLIN REALTY, LLC, a Delaware limited liability company (“CP Laughlin”), COLUMBIA PROPERTIES VICKSBURG, LLC, a Mississippi limited liability company (“Vicksburg”), JMBS CASINO LLC, a Mississippi limited liability company (“Jubilee”), the Lenders (as defined in Article I), and CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
CREDIT AGREEMENT dated as of January 3, 2007 among WIMAR LANDCO, LLC, WIMAR LANDCO INTERMEDIATE HOLDINGS, LLC, THE LENDERS PARTY HERETO and CREDIT SUISSE, as Administrative Agent and Collateral Agent CREDIT SUISSE SECURITIES (USA) LLC, as Sole...Credit Agreement • June 29th, 2007 • St Louis Riverboat Entertainment Inc • Services-amusement & recreation services • New York
CREDIT AGREEMENT dated as of January 3, 2007, among WIMAR LANDCO, LLC, a Delaware limited liability company (the “Borrower”), WIMAR LANDCO INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the Lenders (as defined in Article I), and CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
WIMAR OPCO, LLC FIRST AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENTLimited Liability Company Operating Agreement • June 29th, 2007 • St Louis Riverboat Entertainment Inc • Services-amusement & recreation services
This First Amendment to Limited Liability Company Operating Agreement (the “Amendment”), is made and entered into as of December 21, 2006, by and among WIMAR OPCO, LLC, a Delaware limited liability company (the “Company”) WIMAR OPCO INTERMEDIATE HOLDINGS, LLC (the “Member”) and WIMAR TAHOE CORPORATION (the “Manager”), who agree as follows:
1st Amendment to Service Agreement between Columbia Sussex Corporation and JMBS Casino, LLCSt Louis Riverboat Entertainment Inc • June 29th, 2007 • Services-amusement & recreation services
The first amendment dated November 6, 2006, amends the Service Agreement between Columbia Sussex Corporation (CSC) and JMBS Casino, LLC (JMBS) originally dated August 26, 2004.
AMENDMENT TO WIMAR OPCO, LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENTLimited Liability Company Operating Agreement • June 29th, 2007 • St Louis Riverboat Entertainment Inc • Services-amusement & recreation services
This Amendment to Limited Liability Company Operating Agreement (the “Amendment”), is made and entered into as of December 1, 2006, by and among WIMAR OPCO, LLC, a Delaware limited liability company (the “Company”), WIMAR OPCO INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (the “Member”) and WIMAR TAHOE CORPORATION, a Nevada corporation (the “Member”), who agree as follows:
WIMAR OPCO, LLC (d/b/a Tropicana Entertainment) WIMAR OPCO FINANCE CORP. (d/b/a Tropicana Finance) 95/ 8% Senior Subordinated Notes due 2014 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2007 • St Louis Riverboat Entertainment Inc • Services-amusement & recreation services • New York
Wimar OpCo, LLC, a Delaware limited liability company (the “LLC Issuer”), and Wimar OpCo Finance Corp., a Delaware corporation (the “Corporate Issuer” and, together with the LLC Issuer, the “Issuers”), propose to issue and sell to the several initial purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), $960,000,000 aggregate principal amount of its 95/8% senior subordinated notes due 2014 (the “Initial Securities”) to be unconditionally guaranteed by the Wimar Guarantors (as defined in the Purchase Agreement) and, immediately following the Mergers (as defined in the Purchase Agreement), by the Aztar Guarantors (as defined in the Purchase Agreement). The guarantees described in this paragraph are collectively referred to as the “Guarantees,” and the Wimar Guarantors and the Aztar Guarantors are collectively referred to as the “Guarantors.” The Guarantors, togethe
SECURITIES PURCHASE AGREEMENT dated as of October 3, 2005 between ARGOSY GAMING COMPANY, as Seller and CP BATON ROUGE CASINO, L.L.C., as Buyer and WIMAR TAHOE CORPORATION, as Parent GuarantorSecurities Purchase Agreement • June 29th, 2007 • St Louis Riverboat Entertainment Inc • Services-amusement & recreation services • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 3, 2005, among Argosy Gaming Company, a Delaware corporation and a wholly owned subsidiary of Penn (as defined below) (“Seller”), CP Baton Rouge Casino, L.L.C., a Louisiana limited liability company (“Buyer”), and (solely with respect to Article V, Sections 6.6, 6.12, 6.18(b) and 6.22 and Article XI) Wimar Tahoe Corporation, a Nevada corporation and the parent company of Buyer (“Parent Guarantor”). Capitalized terms used herein but not otherwise defined have the respective meanings set forth in Article I.
CASINO SERVICES AGREEMENT BETWEEN WIMAR TAHOE CORPORATION DBA COLUMBIA ENTERTAINMENT AND WIMAR OPCO, LLC DBA TROPICANA ENTERTAINMENTCasino Services Agreement • June 29th, 2007 • St Louis Riverboat Entertainment Inc • Services-amusement & recreation services
This Casino Services Agreement (the “Agreement”) is made and entered into as of the 3rd day of January, 2007 between Wimar Tahoe Corporation (“CE”), and Wimar OpCo, LLC dba Tropicana Entertainment, a Delaware limited liability company (“Trop”);
1st Amendment to Service Agreement between Columbia Sussex Corporation and Columbia Properties Vicksburg, LLCSt Louis Riverboat Entertainment Inc • June 29th, 2007 • Services-amusement & recreation services
The first amendment dated August 7, 2006, amends the Service Agreement between Columbia Sussex Corporation (CSC) and Columbia Properties Vicksburg, LLC (Vicksburg) originally dated October 27, 2003.
SERVICE AGREEMENT BETWEEN COLUMBIA SUSSEX CORPORATION AND COLUMBIA PROPERTIES VICKSBURG, LLCService Agreement • June 29th, 2007 • St Louis Riverboat Entertainment Inc • Services-amusement & recreation services
This agreement dated the 27th day October 2003 between Columbia Sussex Corporation (CSC), a Kentucky corporation, and Columbia Properties Vicksburg, LLC (Vicksburg), a Nevada Corporation;
SERVICE AGREEMENT BETWEEN COLUMBIA SUSSEX CORPORATION AND JMBS CASINO, LLCService Agreement • June 29th, 2007 • St Louis Riverboat Entertainment Inc • Services-amusement & recreation services
This agreement dated the 26th day August 2004 between Columbia Sussex Corporation (CSC), a Kentucky corporation, and JMBS Casino, LLC (JMBS), a Mississippi limited liability company;
AGREEMENT AND PLAN OF MERGER by and among COLUMBIA SUSSEX CORPORATION, WIMAR TAHOE CORPORATION D/B/A COLUMBIA ENTERTAINMENT, WT-COLUMBIA DEVELOPMENT, INC. and AZTAR CORPORATION Dated as of May 19, 2006Agreement and Plan of Merger • June 29th, 2007 • St Louis Riverboat Entertainment Inc • Services-amusement & recreation services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of May 19, 2006 (this “Agreement”), by and among Aztar Corporation, a Delaware corporation (“Aztar”), Columbia Sussex Corporation, a Kentucky corporation (“Sussex”), Wimar Tahoe Corporation, d/b/a Columbia Entertainment, a Nevada corporation and affiliate of Sussex (“Columbia”), and WT-Columbia Development, Inc., a Delaware corporation and a wholly owned subsidiary of Columbia (“Merger Sub”).
WIMAR OPCO, LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENTLimited Liability Company Operating Agreement • June 29th, 2007 • St Louis Riverboat Entertainment Inc • Services-amusement & recreation services • Delaware
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT is made and entered into as of June 8, 2006 by and between WIMAR OPCO, LLC, a Delaware limited liability company (the “Company”) and WIMAR OPCO INTERMEDIATE HOLDINGS, LLC (the “Member”) and WIMAR TAHOE CORPORATION (the “Manager”). The parties hereto, intending to be legally bound, agree as follows:
SERVICE AGREEMENT BETWEEN COLUMBIA SUSSEX CORPORATION AND WIMAR OPCO, LLCService Agreement • June 29th, 2007 • St Louis Riverboat Entertainment Inc • Services-amusement & recreation services
This Service Agreement (the “Agreement’) is made and entered into as of the 3rd day of January, 2007 by and between Columbia Sussex Corporation, a Kentucky corporation (“CSC”), and Wimar OpCo, LLC, a Delaware limited liability company (“Wimar”);
2nd Amendment to Service Agreement between Columbia Sussex Corporation and Columbia Properties Vicksburg, LLCSt Louis Riverboat Entertainment Inc • June 29th, 2007 • Services-amusement & recreation services
The second amendment dated November 6, 2006, amends the Service Agreement between Columbia Sussex Corporation (CSC) and Columbia Properties Vicksburg, LLC (Vicksburg) originally dated October 27, 2003 and amended on August 7, 2006.
ContractFirst Supplemental Indenture • June 29th, 2007 • St Louis Riverboat Entertainment Inc • Services-amusement & recreation services • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 3, 2007, among Wimar OpCo, LLC (d/b/a/ Tropicana Entertainment), a Delaware limited liability company (the “LLC Issuer”), Wimar OpCo Finance Corp. (d/b/a/ Tropicana Finance), a Delaware corporation (the “Corporate Issuer,” and, together with the LLC Issuer, the “Issuers”), each of the parties identified as a Notes Guarantor on the signature pages hereto (each, a “Notes Guarantor” and collectively, the “Notes Guarantors”) and U.S. Bank National Association, as Trustee under the Indenture (the “Trustee”).
