GuarantyGuaranty • December 26th, 2013 • Greektown Superholdings, Inc. • Hotels & motels • Michigan
As of December 20, 2013, the undersigned, for value received, unconditionally and absolutely guarantee(s) to Comerica Bank ("Bank"), payment when due, whether by stated maturity, demand, acceleration or otherwise, of all existing and future indebtedness ("Indebtedness") to the Bank of Greektown Holdings, L.L.C. (successor by reason of merger to Greektown Superholdings, Inc.) ("Borrower") arising under that certain Credit Agreement dated as of June 30, 2010 between the Borrower and the Bank ("Credit Agreement") and the other Loan Documents as defined therein (as amended, modified, renewed or replaced from time to time, the "Loan Documents"), and the "Indebtedness" as defined in the Credit Agreement. Indebtedness includes any and all obligations or liabilities of the Borrower to the Bank arising under the Loan Documents; the "Indebtedness" as defined in the Credit Agreement; any and all indebtedness, obligations or liabilities for which Borrower would otherwise be liable to the Bank were
PLEDGE AND SECURITY AGREEMENT dated as of June 30, 2010 between GREEKTOWN SUPERHOLDINGS, INC., EACH OF THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME and WILMINGTON TRUST FSB, as Collateral AgentPledge and Security Agreement • August 16th, 2010 • Greektown Superholdings, Inc. • Services-miscellaneous amusement & recreation • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of June 30, 2010 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between Greektown Superholdings, Inc., a Delaware corporation (the “Company”), and each Subsidiary of the Company party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as hereinafter defined) (each of the Company and each such Subsidiary (as hereinafter defined), a “Grantor” and, collectively, the “Grantors”), and Wilmington Trust FSB, as collateral agent for the Secured Parties (as hereinafter defined) (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”).
RIGHTS AGREEMENTRights Agreement • January 9th, 2013 • Greektown Superholdings, Inc. • Hotels & motels • New York
RIGHTS AGREEMENT, dated as of December 31, 2012 (this “Agreement”), between Greektown Superholdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
PLEDGE AND SECURITY AGREEMENT dated as of June 30, 2010 between GREEKTOWN SUPERHOLDINGS, INC., EACH OF THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME and Comerica BankPledge and Security Agreement • August 16th, 2010 • Greektown Superholdings, Inc. • Services-miscellaneous amusement & recreation • Michigan
This PLEDGE AND SECURITY AGREEMENT, dated as of June 30, 2010 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between Greektown Superholdings, Inc., a Delaware corporation (the “Company”), and each Subsidiary of the Company party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as hereinafter defined) (each of the Company and each such Subsidiary (as hereinafter defined), a “Grantor” and, collectively, the “Grantors”), and Comerica Bank (“Bank”).
GREEKTOWN HOLDINGS, L.L.C. LITIGATION TRUST AGREEMENTLitigation Trust Agreement • May 11th, 2010 • Greektown Superholdings, Inc. • Services-miscellaneous amusement & recreation • Michigan
THIS GREEKTOWN LITIGATION TRUST AGREEMENT (the “Litigation Trust Agreement”), dated as of _________, 2010, by and between (i) Greektown Holdings, L.L.C., a Michigan limited liability company, Greektown Casino, L.L.C., a Michigan limited liability company, Contract Builders Corporation, a Michigan corporation, Greektown Holdings II, Inc., a Michigan corporation, Realty Equity Company, Inc., a Michigan corporation, and Trappers GC Partner, LLC, a Michigan limited liability company (collectively, hereafter referred to as either the “Debtors”), each a debtor in possession in the Chapter 11 Cases (as defined below), (ii) [INSERT NAME], as trustee for the liquidating trust established pursuant to the Plan and this Litigation Trust Agreement (the “Litigation Trustee”), and (iii) [INSERT NAMES], as members of the Trust Governing Board appointed pursuant to the Plan (as defined below) and this Trust Agreement (the “Trust Governing Board”), is executed to facilitate the implementation of the Sec
REVISED DEVELOPMENT AGREEMENT AMONG CITY OF DETROIT THE ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF DETROIT AND GREEKTOWN CASINO, L.L.C.Development Agreement • March 31st, 2010 • Greektown Superholdings, Inc.
Greektown Superholdings, Inc. 10-QEmployment Agreement • August 14th, 2012 • Greektown Superholdings, Inc. • Hotels & motels • Michigan
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of the 1st day of May, 2012 (the “Effective Date”) between Greektown Superholdings, Inc., a Delaware corporation (the “Company”), and Richard L. Vitali, Esq. (“Executive”).
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 26th, 2013 • Greektown Superholdings, Inc. • Hotels & motels
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (“Amendment”) is made as of December 20, 2013, by and between Greektown Superholdings, Inc., a Delaware corporation (“Borrower”), and Comerica Bank (“Bank”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2010 • Greektown Superholdings, Inc. • Delaware
THIS AGREEMENT is made as of the 31st day of March 2010, by and among Greektown Superholdings, Inc., a Delaware corporation (the “Company”), the Noteholder Plan Proponents (as defined below) and Cliff J. Vallier (the “Indemnitee”). Certain other terms used herein are used as defined below in Section 1 or elsewhere in this Agreement.
GREEKTOWN SUPERHOLDINGS, INC. AND EACH OF THE GUARANTORS PARTY HERETO SERIES A 13% SENIOR SECURED NOTES DUE 2015 SERIES B 13% SENIOR SECURED NOTES DUE 2015 INDENTURE Dated as of June 30, 2010 Wilmington Trust FSB as Trustee and Collateral AgentIndenture • July 2nd, 2010 • Greektown Superholdings, Inc. • Services-miscellaneous amusement & recreation • New York
SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENTCredit Agreement • August 15th, 2011 • Greektown Superholdings, Inc. • Hotels & motels
THIS SECOND AMENDMENT (“Amendment”) dated as of July 8, 2011, by and between Greektown Superholdings, Inc., a Delaware corporation (“Company”) and Comerica Bank (“Bank”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 30th, 2012 • Greektown Superholdings, Inc. • Hotels & motels
THIS THIRD AMENDMENT (“Amendment”) dated as of May 24, 2012, by and between Greektown Superholdings, Inc., a Delaware corporation (“Borrower”) and Comerica Bank (“Bank”).
LETTER AGREEMENT NOVEMBER 13, 2009Letter Agreement • May 11th, 2010 • Greektown Superholdings, Inc. • Services-miscellaneous amusement & recreation • New York
This letter agreement (including the Exhibits and Schedules hereto, the “Agreement”), dated as of November 13, 2009, is entered into by and between the entities set forth on Schedule 1 hereto (each a “Plan Sponsor” and, collectively the “Plan Sponsors”) and the entities set forth on Schedule 2 hereto (each a “Designated Entity” and, collectively the “Designated Entities”).
ASSUMPTION AGREEMENTAssumption Agreement • December 26th, 2013 • Greektown Superholdings, Inc. • Hotels & motels • Michigan
Assumption Agreement dated as of December 20, 2013 by Greektown Holdings, L.L.C., a Michigan limited liability company (“GH”) and Comerica Bank (“Bank”),
FORM OF WARRANT TO PURCHASE SERIES [A-1/A-2]1 CONVERTIBLE PREFERRED STOCK OF GREEKTOWN SUPERHOLDINGS, INC.Warrant to Purchase Series a-1/a-2 Convertible Preferred Stock • March 31st, 2010 • Greektown Superholdings, Inc. • Delaware
This Warrant evidences the right to purchase an aggregate of [________] shares of the Company’s Series [A-1/A-2] Convertible Preferred stock, par value $0.01 per share (the “Series [A-1/A-2] Preferred Stock”), subject to adjustment as provided herein.
AMENDED SETTLEMENT AGREEMENTSettlement Agreement • March 31st, 2010 • Greektown Superholdings, Inc. • Michigan
This Amended Settlement Agreement (this “Settlement Agreement”), dated as of February 22, 2010, is by and among the City of Detroit (the “City”), Greektown Casino, L.L.C. (“Greektown Casino”), Greektown Holdings, L.L.C., and the other affiliate debtors and debtors in possession (collectively, the “Debtors”) in bankruptcy cases currently pending in the bankruptcy court in the Eastern District of Michigan (the “Bankruptcy Court”), which are jointly administered under Case No. 08-53104 (the “Bankruptcy Cases”), and the Official Committee of Unsecured Creditors (the “Committee”), and Deutsche Bank Trust Company Americas, as Indenture Trustee for the 10¾% Senior Notes due 2013 issued by certain of the Debtors (the “Indenture Trustee”), and the creditor parties listed on Schedule 1 hereto (the “Creditors”). The City, the Debtors, the Committee, the Indenture Trustee and the Creditors are hereinafter collectively referred to as the “Parties” or individually as a “Party.”
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • December 26th, 2013 • Greektown Superholdings, Inc. • Hotels & motels • Delaware
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT (this “Amendment”), dated as of December 19, 2013, between Greektown Superholdings, Inc., a Delaware corporation (the “Company”), and Athens Acquisition LLC, a Delaware limited liability company (“Athens”).
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • December 26th, 2013 • Greektown Superholdings, Inc. • Hotels & motels • New York
SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”), dated as of December 20, 2013, among Greektown Mothership Corporation, a Delaware corporation (the “Co-Issuer”), Greektown Superholdings, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB, as trustee under the Indenture referred to below (the “Trustee”).
AGREEMENT AND PLAN OF MERGER MERGING GREEKTOWN SUPERHOLDINGS, INC., a Delaware corporation, INTO GREEKTOWN HOLDINGS, L.L.C. a Michigan limited liability companyMerger Agreement • December 26th, 2013 • Greektown Superholdings, Inc. • Hotels & motels
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of this 20th day of December, 2013, by and between Greektown Superholdings, Inc., a Delaware corporation (“Superholdings” or the “Merging Company”), and Greektown Holdings, L.L.C., a Michigan limited liability company (“Holdings” or the “Surviving Company”), a direct wholly-owned subsidiary of Superholdings.
AGREEMENT AND PLAN OF MERGER MERGING GREEKTOWN NEWCO SUB, INC., a Delaware corporation, INTO GREEKTOWN SUPERHOLDINGS, INC. a Delaware corporationMerger Agreement • December 26th, 2013 • Greektown Superholdings, Inc. • Hotels & motels
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of this 20th day of December, 2013, by and between Greektown Newco Sub, Inc., a Delaware corporation (“Newco Sub” or the “Merging Company”), and its sole stockholder, Greektown Superholdings, Inc., a Delaware corporation (“Superholdings” or the “Surviving Company”).
FIRST AMENDMENT TO PURCHASE AND PUT AGREEMENT MFC GLOBAL INVESTMENT MANAGEMENT (U.S.), LLC 101 HUNTINGTON AVENUE BOSTON, MA 02199 OPPENHEIMER CHAMPION INCOME FUND OPPENHEIMER STRATEGIC INCOME FUND OPPENHEIMER STRATEGIC BOND FUND / VA OPPENHEIMER HIGH...Purchase and Put Agreement • May 11th, 2010 • Greektown Superholdings, Inc. • Services-miscellaneous amusement & recreation • New York
Each of the purchasers signatory hereto (each a “Purchaser” and, collectively the “Purchasers”) have entered into this First Amendment to Purchase and Put Agreement (this “Amendment”) on January 11, 2010 and this Amendment amends that certain Purchase and Put Agreement, dated November 2, 2009, by and among the Purchasers (the “Existing Purchase Letter” and together with the exhibits, schedules and annexes thereto and, as amended by this Amendment, the “Purchase Letter”). Capitalized terms used but not defined herein shall have the same meanings ascribed to such terms in the Existing Purchase Letter.
STOCKHOLDERS AGREEMENT between GREEKTOWN SUPERHOLDINGS, INC. and ATHENS ACQUISITION LLC Dated as of April 8, 2013Stockholders Agreement • April 11th, 2013 • Greektown Superholdings, Inc. • Hotels & motels • Delaware
STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of April 8, 2013, between Greektown Superholdings, Inc., a Delaware corporation (the “Company”), and Athens Acquisition LLC, a Delaware limited liability company (“Athens”). This Agreement shall be effective upon the date of consummation of all the transactions listed in Annex 1 hereto (the “Effective Date”), provided that from and after the execution of this Agreement, this Agreement shall supersede that certain Minority Rights Term Sheet between the parties executed March 18, 2013.
Agreement between (UAW, UNITEHERE, Teamsters, Operating Engineers, Carpenters) and October 17, 2007 thru October 16, 2011 AGREEMENT BETWEEN GREEKTOWN CASINO AND THE DETROIT CASINO COUNCILCollective Bargaining Agreement • March 31st, 2010 • Greektown Superholdings, Inc. • Michigan
MANAGEMENT AGREEMENTManagement Agreement • May 28th, 2010 • Greektown Superholdings, Inc. • Services-miscellaneous amusement & recreation • Michigan
This MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of ______________________, 2010 (the “Execution Date”), by and between GREEKTOWN SUPERHOLDINGS, INC., a Delaware corporation (the “Owner”) and WG-MICHIGAN, LLC, a Nevada limited liability company (“Manager”). The Owner and the Manager are sometimes referred to singly herein as a “Party” and collectively herein as the “Parties”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2010 • Greektown Superholdings, Inc. • Delaware
THIS AGREEMENT is made as of the 31st day of March 2010, by and among Greektown Superholdings, Inc., a Delaware corporation (the “Company”), the Noteholder Plan Proponents (as defined below) and George Boyer (the “Indemnitee”). Certain other terms used herein are used as defined below in Section 1 or elsewhere in this Agreement.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 15th, 2011 • Greektown Superholdings, Inc. • Hotels & motels
THIS FIRST AMENDMENT (“Amendment”) dated as of July 6, 2011, by and between Greektown Superholdings, Inc., a Delaware corporation (“Company”) and Comerica Bank (“Bank”).
SUPPLEMENTAL INDENTURE NO. 2Supplemental Indenture • December 26th, 2013 • Greektown Superholdings, Inc. • Hotels & motels • New York
SUPPLEMENTAL INDENTURE NO. 2 (this “Supplemental Indenture”), dated as of December 20, 2013, among Greektown Holdings, L.L.C., a Michigan limited liability company (the “Successor”), and the successor in interest by merger to Greektown Superholdings, Inc., a Delaware corporation (the “Company”), Greektown Mothership Corporation, a Delaware corporation (the “Co-Issuer”), the Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB, as trustee under the Indenture referred to below (the “Trustee”).
FIRST AMENDED AND RESTATED OPERATING AGREEMENT OF GREEKTOWN HOLDINGS, L.L.C.Operating Agreement • February 14th, 2014 • Greektown Superholdings, Inc. • Hotels & motels
THIS FIRST AMENDED AND RESTATED OPERATING AGREEMENT ("Agreement") is made and entered into effective as of the 20th day of December, 2013, by Greektown Mothership LLC, a Delaware limited liability company (the "Sole Member"), the sole member of Greektown Holdings, L.L.C, a Michigan limited liability company (the "Company").
FOURTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT AND WAIVERCredit Agreement • May 13th, 2013 • Greektown Superholdings, Inc. • Hotels & motels
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT (“Amendment”) is made as of March 18, 2013, by and between Greektown Superholdings, Inc., a Delaware corporation (“Borrower”), and Comerica Bank (“Bank”).
SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of December 29, 2009, among GREEKTOWN HOLDINGS, L.L.C. and GREEKTOWN HOLDINGS II, INC., each as a Borrower, a Debtor and a Debtor-In-Possession, GREEKTOWN CASINO, L.L.C.,...Senior Secured Debtor-in-Possession Credit Agreement • March 31st, 2010 • Greektown Superholdings, Inc. • New York
THIS SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of December 29, 2009, among GREEKTOWN HOLDINGS, L.L.C., a Michigan limited liability company and a debtor and debtor-in-possession under Chapter 11 of 11 U.S.C. §§ 101-1532 (as amended from time to time, the “Bankruptcy Code”) (“Greektown Holdings”) and GREEKTOWN HOLDINGS II, INC., a Michigan corporation and a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (“Greektown Corporation”, together with Greektown Holdings, the “Borrowers” and each, a “Borrower”), GREEKTOWN CASINO, L.L.C., a Michigan limited liability company and a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (the “Operating Company”), TRAPPERS GC PARTNER, L.L.C., a Michigan limited liability company and a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (“TGCP”), CONTRACT BUILDERS CORPORATION, a Michigan corporation and a debtor and debtor-in-possession under Chapter 11 of
CONTRIBUTION AGREEMENTContribution Agreement • December 26th, 2013 • Greektown Superholdings, Inc. • Hotels & motels • Delaware
This Contribution Agreement (this “Agreement”) is dated as of December 20, 2013, and is between Greektown Mothership LLC, a Delaware limited liability company (the “Company”), and Athens Acquisition LLC, a Delaware limited liability company (the “Contributor”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 14th, 2013 • Greektown Superholdings, Inc. • Hotels & motels
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (“Amendment”) is made as of June 13, 2013, by and between Greektown Superholdings, Inc., a Delaware corporation (“Borrower”), and Comerica Bank (“Bank”).
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • April 11th, 2013 • Greektown Superholdings, Inc. • Hotels & motels • New York
THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this “Amendment”), effective as of April 8, 2013, by and between Greektown Superholdings, Inc., a Delaware corporation (the “Company”) and Continental Stock Transfer and Trust Company, a New York corporation, in its capacity as Rights Agent (the “Rights Agent”), is made with reference to the following facts:
Greektown Superholdings, Inc. $280,167,000 Series A 13% Senior Secured Notes due June 30, 2015 $104,833,000 Series B 13% Senior Secured Notes June 30, 2015 unconditionally guaranteed as to the payment of principal, interest and special interest, if...Exchange and Registration Rights Agreement • July 2nd, 2010 • Greektown Superholdings, Inc. • Services-miscellaneous amusement & recreation • New York
Greektown Superholdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchaser (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $280,167,000 in aggregate principal amount of its Series A 13% Senior Secured Notes due June 30, 2015 and $104,833,000 in aggregate principal amount of its Series B 13% Senior Secured Notes due June 30, 2015, which are unconditionally guaranteed by each of the Guarantors (as defined herein). As an inducement to the Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchaser thereunder, the Company and the Guarantors agree with the Purchaser for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
EXECUTION COPY Rev. 5 CREDIT AGREEMENT DATED AS OF JUNE 30, 2010 COMERICA BANKCredit Agreement • July 2nd, 2010 • Greektown Superholdings, Inc. • Services-miscellaneous amusement & recreation • Michigan
THIS CREDIT AGREEMENT (this “Agreement”), made as of the 30th day of June, 2010, by and among GREEKTOWN SUPERHOLDINGS, INC., a Delaware corporation (“Borrower”), and COMERICA BANK (“Bank”).
