EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2013 • Nevada Property 1 LLC • Hotels & motels • Nevada
This Employment Agreement (this “Agreement”) is entered into as of March 27, 2013 (the “Effective Date”) by and between NEVADA PROPERTY 1 LLC (the “Employer”), and Anthony J. Pearl (the “Executive”). Employer and Executive are jointly referred to herein as the “Parties.”
MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Incentive Units)Management Unit Subscription Agreement • November 13th, 2015 • Nevada Property 1 LLC • Hotels & motels • New York
THIS MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) by and between BRE Spade Parent LLC, a Delaware limited liability company (the “Company”), and the individual (“Executive”) named on the signature page hereto (the “Signature Page”) is made as of the date set forth on such Signature Page hereto.
OPERATING AGREEMENT OF NEVADA VOTECO LLC, a Delaware limited liability company Dated as of April 15, 2010Operating Agreement • May 25th, 2010 • Nevada Property 1 LLC • Hotels & motels • Delaware
THIS OPERATING AGREEMENT (this “Agreement”) OF NEVADA VOTECO LLC (the “Company”), dated as of the April 15, 2010, by and among the members whose names are listed on Schedule A attached hereto (the “Initial Members”) and any members admitted to the Company after the date hereof (the “Additional Members” and with the Initial Members, collectively, the “Members”). Capitalized terms used in this Agreement are defined in Section 10; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement; and references to a “Section” or a “Subsection” are, unless otherwise specified, to a Section or a Subsection of this Agreement.
Las Vegas, NV 89109 EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2013 • Nevada Property 1 LLC • Hotels & motels • Nevada
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 6th day of November, 2013, between Nevada Property 1 LLC (the “Employer”) and John Unwin (“Executive”).
CREDIT AGREEMENT dated as of May 6, 2010 between DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as Lender and NEVADA PROPERTY 1 LLC, as BorrowerCredit Agreement • May 25th, 2010 • Nevada Property 1 LLC • Hotels & motels • New York
CREDIT AGREEMENT, dated as of May 6, 2010, between DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH (“Lender”) and NEVADA PROPERTY 1 LLC, a Delaware limited liability company (“Borrower”).
TRANSFER RESTRICTION AGREEMENTTransfer Restriction Agreement • May 25th, 2010 • Nevada Property 1 LLC • Hotels & motels • Delaware
This Transfer Restriction Agreement (this “Agreement”) is dated as of April 15, 2010 by and among Jeff Baer (“Mr. Baer”), Stuart Clarke (“Mr. Clarke”), Thomas Fiato (“Mr. Fiato”) and Donna Milrod (“Ms. Milrod”, and together with Mr. Baer, Mr. Clarke and Mr. Fiato the “Voteco Members”), Nevada Voteco LLC, a Delaware limited liability company (“Voteco”) and Nevada Mezz 1 LLC, a Delaware limited liability company (“Holdings”).
LEASE AND OPERATING AGREEMENT DATED AS OF DECEMBER 19, 2014 BY AND BETWEEN TCOLV PROPCO LLC LANDLORD, AND NEVADA PROPERTY 1 LLC, TENANTLease and Operating Agreement • March 27th, 2015 • Nevada Property 1 LLC • Hotels & motels • New York
THIS LEASE AND OPERATING AGREEMENT is entered into as of December 19, 2014, by and between TCOLV Propco LLC, a Delaware limited liability company (the “Landlord”), and Nevada Property 1 LLC, a Delaware limited liability company (“Tenant”).
TERMINATION OF CREDIT AGREEMENTTermination of Credit Agreement • March 27th, 2015 • Nevada Property 1 LLC • Hotels & motels • New York
TERMINATION OF CREDIT AGREEMENT, dated as of December 19, 2014 (this “Agreement”), by and between DEUTSCHE BANK AG NEW YORK BRANCH (“Lender”) and NEVADA PROPERTY 1 LLC (“Borrower”).
EXIT AWARD AGREEMENT UNDER THE THE COSMOPOLITAN OF LAS VEGAS MANAGEMENT EXIT AWARD PLANExit Award Agreement • March 29th, 2013 • Nevada Property 1 LLC • Hotels & motels • Nevada
This Exit Award Agreement is made effective as of March 27, 2013, and is by and between Nevada Property 1 LLC, a Delaware limited liability company, d/b/a The Cosmopolitan of Las Vegas (the “Company”) and [INSERT NAME] (the “Participant”). Any term capitalized but not defined in this Exit Award Agreement will have the meaning set forth in The Cosmopolitan of Las Vegas Management Exit Award Plan (the “Plan”).
DEUTSCHE BANK AG NEW YORK BRANCH [Address]Agreement • April 9th, 2010 • Nevada Property 1 LLC
This letter will set forth the agreement (the “Agreement”) between Deutsche Bank AG New York Branch (“Deutsche Bank”) and Jeffrey Baer, Stuart Clarke, Thomas Fiato and Donna Milrod (collectively, and so long as they remain Members of Nevada VoteCo LLC, the “Independent Managers”). The Independent Managers are officers of Deutsche Bank.
November 7, 2014 Lisa MarcheseEmployment Agreement • November 7th, 2014 • Nevada Property 1 LLC • Hotels & motels
SEVERANCE AND FULL AND FINAL RELEASE AGREEMENTSeverance Agreement • March 27th, 2015 • Nevada Property 1 LLC • Hotels & motels
This Severance and Full and Final Release Agreement (“Agreement”) is made and entered into on February 12, 2015, by and between Nevada Property 1 LLC (“COMPANY”) and any and all of its parent entities, related entities, affiliated entities, predecessors, successors, assigns, agents, insurers, representatives, employees, officers, directors, managers, members, and owners (“RELEASEES”), and Tom McCartney (“EMPLOYEE”) (collectively, the “parties”).
FORM OF AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2015 • Nevada Property 1 LLC • Hotels & motels • Nevada
This Amendment to Employment Agreement (this “Amendment”) is made and entered into effective as of the date set forth on the signature page hereto (the “Effective Date”) by and between Nevada Property 1 LLC, a Delaware limited liability company (the “Company”), and the individual named on the signature page hereto (“Executive”).
EMPLOYMENT AGREEMENT (WILLIAM P. MCBEATH)Employment Agreement • March 27th, 2015 • Nevada Property 1 LLC • Hotels & motels • Nevada
EMPLOYMENT AGREEMENT (the “Agreement”) dated November 19, 2014 by and between BRE Spade Parent LLC, a Delaware limited liability company (collectively with its subsidiaries, the “Company”), and William P. McBeath (“Executive”).
BRE SPADE VOTECO LLC LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF JUNE 2, 2014Limited Liability Company Agreement • March 27th, 2015 • Nevada Property 1 LLC • Hotels & motels • Delaware
THIS OPERATING AGREEMENT (this “Agreement”) OF BRE SPADE VOTECO LLC (the “Company”), dated as of the June 2, 2014, by and among the members whose names are listed on Schedule A attached hereto (the “Initial Members”) and any members admitted to the Company after the date hereof (the “Additional Members” and with the Initial Members, collectively, the “Members”). Capitalized terms used in this Agreement are defined in Section 10; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement; and references to a “Section” or a “Subsection” are, unless otherwise specified, to a Section or a Subsection of this Agreement.
Jeffrey Baer Stuart Clarke Thomas Fiato Donna MilrodManagement Agreement • November 12th, 2010 • Nevada Property 1 LLC • Hotels & motels
This letter will set forth the agreement (the “Agreement”) between Deutsche Bank AG (“Deutsche Bank”) and Jeffrey Baer, Stuart Clarke, Thomas Fiato and Donna Milrod (collectively, and so long as they remain Members of Nevada VoteCo LLC, the “Independent Managers”). The Independent Managers are officers of Deutsche Bank AG New York Branch, which is a branch of Deutsche Bank AG.
EMPLOYMENT AGREEMENTEmployment Agreement • August 3rd, 2012 • Nevada Property 1 LLC • Hotels & motels • Nevada
This Employment Agreement (this “Agreement”) is entered into as of January, 1, 2012 (the “Effective Date”), by and between Nevada Property 1 LLC (“Employer”) and Lisa Marchese (“Executive”). Employer and Executive are jointly referred to herein as the “Parties.”
INCENTIVE AWARD AGREEMENT UNDER THE THE COSMOPOLITAN OF LAS VEGAS MANAGEMENT INCENTIVE AWARD PLANIncentive Award Agreement • March 29th, 2013 • Nevada Property 1 LLC • Hotels & motels • Nevada
This Incentive Award Agreement is made effective as of March 27, 2013, and is by and between Nevada Property 1 LLC, a Delaware limited liability company, d/b/a The Cosmopolitan of Las Vegas (the “Company”) and [INSERT NAME] (the “Participant”). Any term capitalized but not defined in this Incentive Award Agreement will have the meaning set forth in The Cosmopolitan of Las Vegas Management Incentive Award Plan (the “Plan”).
CONSULTING AGREEMENTConsulting Agreement • March 23rd, 2012 • Nevada Property 1 LLC • Hotels & motels • Nevada
THIS CONSULTING AGREEMENT (this “Agreement”) is made as February 21, 2012 (the “Effective Date”), by and between Nevada Property 1 LLC (“Company”), and Ronald G. Eidell (the “Consultant”).
May 27, 2015 Lisa MarcheseEmployment Agreement • August 7th, 2015 • Nevada Property 1 LLC • Hotels & motels
EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2015 • Nevada Property 1 LLC • Hotels & motels • Nevada
This Employment Agreement (this "Agreement") is entered into as of April 10, 2015 (the "Effective Date"), by and between Nevada Property 1 LLC ("Employer") and Michelle “Chelle” Adams (“Executive"). Employer and Executive are jointly referred to herein as the "Parties."
TERMINATION OF CREDIT AGREEMENTTermination of Credit Agreement • March 27th, 2015 • Nevada Property 1 LLC • Hotels & motels • New York
TERMINATION OF CREDIT AGREEMENT, dated as of December 19, 2014 (this “Agreement”), by and between DEUTSCHE BANK AG NEW YORK BRANCH (“Lender”) and NEVADA PROPERTY 1 LLC (“Borrower”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEVADA PROPERTY 1 LLCLimited Liability Company Agreement • March 27th, 2015 • Nevada Property 1 LLC • Hotels & motels • Delaware
This Second Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Nevada Property 1 LLC (the “Company”) is entered into as of December , 2014 by BRE Spade Mezz 1 LLC, a Delaware limited liability company ( “Economic Member”), BRE Spade Voteco LLC, a Delaware limited liability company ( “Voteco”, together with Economic Member, the “Members”), William J. Stein (“Springing Member 1”) and Tyler Henritze (“Springing Member 2”, together with Springing Member 1, each a “Springing Member”) and Michelle A. Dreyer (“Independent Manager 1”) and William G. Popeo (“Independent Manager 2”, together with Independent Manager 1, each a “Independent Manager”) (as defined on Schedule A hereto). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
SEPARATION AND CONSULTING AGREEMENTSeparation and Consulting Agreement • March 27th, 2015 • Nevada Property 1 LLC • Hotels & motels • Nevada
This Separation and Consulting Agreement (the “Agreement”), dated as of December 12, 2014, is entered into by and between John Unwin (“Unwin”) and BRE Spade Parent LLC (together with its subsidiaries and affiliates as of the Date of Termination (as defined below), following consummation of the Transaction (as defined below), the “Company”) (which, together with its and their predecessors, successors, officers, directors and each holder, directly or indirectly of at least ten percent (10%) of the outstanding common stock of the Company as of the Date of Termination, are collectively referred to as the “BRE Beneficiaries” and, together with the DB Beneficiaries (as defined below), collectively, the “Beneficiaries”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT NEVADA PROPERTY 1 LLC, A DELAWARE LIMITED LIABILITY COMPANY April 2, 2010Limited Liability Company Agreement • April 9th, 2010 • Nevada Property 1 LLC • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Nevada Property 1 LLC, a Delaware limited liability company (the “Company”), is entered into and effective as of April 2, 2010, by Nevada Mezz 1 LLC, a Delaware limited liability company (“Holdings”). Capitalized terms used in this Agreement are defined in Article II.
November 7, 2014 Tom McCartneyEmployment Agreement • November 7th, 2014 • Nevada Property 1 LLC • Hotels & motels
April 3, 2015 Lisa MarcheseEmployment Agreement • May 13th, 2015 • Nevada Property 1 LLC • Hotels & motels
COSMO SENIOR BORROWER LLC Las Vegas, Nevada 89103 July 29, 2008Transition Agreement • April 9th, 2010 • Nevada Property 1 LLC
Cosmo Senior Borrower LLC (the “Company”) is pleased to present this transition agreement for your continued employment in your current position of Chief Development Officer. This letter of agreement (this “Letter of Agreement”) formally presents the specifics of the transition agreement:
CONSULTING AGREEMENTConsulting Agreement • August 7th, 2015 • Nevada Property 1 LLC • Hotels & motels • Nevada
THIS CONSULTING AGREEMENT (this "Agreement") is made effective as of May 22, 2015 (the "Effective Date"), by and between Nevada Property 1 LLC ("Company"), and Ronald G. Eidell (the "Consultant").
EMPLOYMENT AGREEMENTEmployment Agreement • October 8th, 2015 • Nevada Property 1 LLC • Hotels & motels • Nevada
This Employment Agreement (this "Agreement") is entered into as of September 2, 2015 (the "Effective Date"), by and between Nevada Property 1 LLC ("Employer") and Lisa Marchese ("Executive"). Employer and Executive are jointly referred to herein as the "Parties."
FIRST AMENDMENT TO LOAN AGREEMENT Dated as of March 30, 2015 Between TCOLV PROPCO LLC, NEVADA PROPERTY 1 LLC, NEVADA RESTAURANT VENTURE 1 LLC and NEVADA RETAIL VENTURE 1 LLC, collectively, as Borrower and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as...Loan Agreement • May 13th, 2015 • Nevada Property 1 LLC • Hotels & motels
THIS FIRST AMENDMENT TO LOAN AGREEMENT, dated as of March 30, 2015 (this “Amendment”), is among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and/or assigns, “Lender”), and TCOLV PROPCO LLC (“Propco Borrower”), NEVADA PROPERTY 1 LLC (“Operating Borrower”), NEVADA RESTAURANT VENTURE 1 LLC (“Restaurant Borrower”) and NEVADA RETAIL VENTURE 1 LLC (“Retail Borrower”), each having its principal place of business at 3708 Las Vegas Boulevard South, Las Vegas, Nevada 89109 (each, an “Individual Borrower” and collectively, “Borrower”).
