RIGHTS AGREEMENTRights Agreement • December 21st, 2012 • Affinity Gaming • Hotels & motels • Nevada
This Rights Agreement (this “Agreement”) dated as of December 21, 2012 is between Affinity Gaming, a Nevada corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”).
AFFINITY GAMING, LLC AFFINITY GAMING FINANCE CORP., as Issuers, The Guarantors named herein, U.S. BANK, NATIONAL ASSOCIATION, as Trustee AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Registrar, Transfer Agent and Authenticating Agent 9%...Indenture • May 10th, 2012 • Affinity Gaming, LLC • Hotels & motels • New York
INDENTURE dated as of May 9, 2012, among AFFINITY GAMING, LLC (the “Company”) and AFFINITY GAMING FINANCE CORP. (“Affinity Finance” and, together with the Company, the “Issuers”), the Guarantors party hereto, U.S. BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Paying Agent, Registrar, transfer agent (the “Transfer Agent”) and authenticating agent (the “Authenticating Agent”).
AGREEMENT AND PLAN OF MERGER among Z CAPITAL AFFINITY OWNER, LLC, AFFINITY MERGER SUB, INC. and AFFINITY GAMING Dated as of August 22, 2016Agreement and Plan of Merger • August 23rd, 2016 • Affinity Gaming • Hotels & motels • Nevada
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 22, 2016, among Z Capital Affinity Owner, LLC, a Delaware limited liability company (“Parent”), Affinity Merger Sub, Inc., a Nevada corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Affinity Gaming, a Nevada corporation (the “Company”). Parent, Merger Sub and the Company are referred to herein collectively as the “parties” and individually as a “party”.
9% Senior Notes due 2018 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2012 • Affinity Gaming, LLC • Hotels & motels • New York
OPERATING AGREEMENT OF THE SANDS REGENT, LLC a Nevada limited liability companyOperating Agreement • May 8th, 2013 • Affinity Gaming • Hotels & motels • Nevada
This Operating Agreement (this "Agreement") of The Sands Regent, LLC, a Nevada limited liability company (the "Company"), is made, adopted and entered into at Las Vegas, Nevada, as of December 31, 2010 (the "Effective Date"), by Herbst Gaming, LLC, a Nevada limited liability company (the "Member"), which is the sole member of the Company, with reference to the recitals set forth below.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 3rd, 2011 • Herbst Gaming, LLC • Hotels & motels • Nevada
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on March 7, 2008 (the “Effective Date”), between Herbst Gaming, Inc., a Nevada corporation (together with their successors or assigns as permitted under this Agreement, collectively, the “Company”), and Ferenc B. Szony, an individual (the “Executive”).
LEASE AGREEMENTLease Agreement • January 3rd, 2011 • Herbst Gaming, LLC • Hotels & motels
THIS LEASE, made this 1st day of July, 1996, by and between The Herbst Family Limited Partnership, hereinafter referred to as “Lessor”, and E-T-T, INC., hereinafter referred to as “Lessee”.
DUTY OF LOYALTY AGREEMENTDuty of Loyalty Agreement • May 9th, 2011 • Herbst Gaming, LLC • Hotels & motels • Nevada
THIS DUTY OF LOYALTY AGREEMENT (this “Agreement”) is entered into on January 21, 2011, and is effective as of the Effective Date (as defined below), between Herbst Gaming, LLC, a Nevada limited liability company (the “Company”), and Chris Krabiel, an individual (the “Executive”).
FIRST AMENDMENT AND WAIVER TO ASSET AND EQUITY PURCHASE AGREEMENTAsset and Equity Purchase Agreement • March 30th, 2012 • Affinity Gaming, LLC • Hotels & motels
This FIRST AMENDMENT AND WAIVER TO ASSET AND EQUITY PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of November 17, 2011 by and between Affinity Gaming, LLC, a Nevada limited liability company (“Seller”) and Golden Gaming, Inc., a Nevada corporation (“Buyer”). Each party named above is a “Party”, and collectively are referred to as the “Parties”. Capitalized terms used but not defined herein shall have the meanings provided in the AEPA (as defined below).
GOLD RANCH CASINO LEASE BETWEEN LAST CHANCE, INC. A Nevada Corporation AND PROSPECTOR GAMING ENTERPRISES, INC. A Nevada Corporation AND TARGET INVESTMENTS, L.L.C. a Nevada limited liability companyGold Ranch Casino Lease • January 3rd, 2011 • Herbst Gaming, LLC • Hotels & motels • Nevada
This Gold Ranch Casino Lease (“Lease”) is made this 27th day of December, 2001, by and between Last Chance, Inc., a Nevada Corporation (Last Chance) and Prospector Gaming Enterprises, Inc., a Nevada Corporation, doing business as Gold Ranch Casino & RV Resort (sometimes referred to as PGE) with respect to the lease of the Gold Ranch Casino Property and improvements and the FF&E; and by and between Last Chance and Target Investments, L.L.C., a Nevada limited liability company (Target) with respect to the lease of the Leach Field Property, the Frontage Parcel and the Sign Easement. PGE and Target are jointly referred to as Landlord.
DUTY OF LOYALTY AGREEMENTDuty of Loyalty Agreement • November 2nd, 2011 • Affinity Gaming, LLC • Hotels & motels • Nevada
THIS DUTY OF LOYALTY AGREEMENT (this “Agreement”) is entered into as of the Effective Date (as defined below), between Affinity Gaming, LLC, a Nevada limited liability company (the “Company”), and Ferenc B. Szony, an individual (the “Executive”).
OPTION TO PURCHASE THE GOLD RANCH CASINO PROPERTY AND IMPROVEMENTS, THE LEACH FIELD PROPERTY, THE FRONTAGE PARCEL, THE CALIFORNIA LOTTERY STATION AND THE CALIFORNIA LOTTERY PROPERTY, AND THE RIGHT OF FIRST REFUSAL BETWEEN PROSPECTOR GAMING ENTERPRISE,...Herbst Gaming, LLC • January 3rd, 2011 • Hotels & motels • Nevada
This Option to Purchase the Gold Ranch Casino Property and Improvements, the Leach Field Property, the Frontage Parcel, the California Lottery Station and the California Lottery Property, and Right of First Refusal (“Agreement”) is made this 27th day of December, 2001, by and between Prospector Gaming Enterprises, Inc., a Nevada corporation (PGE), Target Investments, L.L.C., a Nevada limited liability company (Target) and Last Chance, Inc., a Nevada corporation (Last Chance).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 23rd, 2016 • Affinity Gaming • Hotels & motels • Nevada
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 22, 2016, is entered into by and among the stockholder of the Company (as defined below) set forth on the signature page hereto (the “Stockholder”, and the stockholders of the Company collectively, the “Stockholders”), Z Capital Affinity Owner, LLC, a Delaware limited liability company (“Parent”), and Affinity Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
LEASE AGREEMENTLease Agreement • January 3rd, 2011 • Herbst Gaming, LLC • Hotels & motels
THIS LEASE, made this 1st day of July, 2002, by and between Terrible Herbst, Inc. (hereinafter “Lessor”), and E-T-T, Inc. (Hereinafter “Lessee”).
EXECUTIVE AGREEMENTExecutive Agreement • February 13th, 2014 • Affinity Gaming • Hotels & motels • Nevada
THIS EXECUTIVE AGREEMENT (this “Agreement”) is entered into as of February 7, 2014 (the “Effective Date”), between Affinity Gaming (the “Company”) and David D. Ross (“you”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • January 3rd, 2011 • Herbst Gaming, LLC • Hotels & motels • Nevada
This TRADEMARK LICENSE AGREEMENT (this “License”) is made as of the 24th day of August, 2001, by and between HERBST GAMING, INC., a Nevada corporation (“Licensee”), and TERRIBLE HERBST, INC., a Nevada corporation (“Licensor”).
FOURTH AMENDMENT TO THE AMENDED AND RESTATED GROUND LEASE AGREEMENTGround Lease Agreement • March 30th, 2015 • Affinity Gaming • Hotels & motels
This Fourth Amendment to the Amended and Restated Ground Lease Agreement (the "Fourth Amendment") is made and entered into effective as of July 1, 2013 by and between Primm South Real Estate Company, a Nevada corporation ("Landlord") and The Primadonna Company, LLC, a Nevada limited-liability company, successor in interest by merger to The Primadonna Corporation, a Nevada corporation ("Tenant").
THIRD AMENDMENT TO THE AMENDED AND RESTATED GROUND LEASE AGREEMENTGround Lease Agreement • January 3rd, 2011 • Herbst Gaming, LLC • Hotels & motels
This Third Amendment to the Amended and Restated Ground Lease Agreement (the “Third Amendment”) is made effective as of the 14th day of September, 2004, (the “Effective Date”) by and between Primm South Real Estate Company, a Nevada corporation (“Landlord”) and The Primadonna Company, a Nevada limited-liability company, successor in interest by merger to The Primadonna Corporation, a Nevada corporation (“Tenant”).
SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • July 28th, 2014 • Affinity Gaming • Hotels & motels
THIS SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “Amendment”), dated as of July 22, 2014 and effective as of the Second Amendment Effective Date (as hereinafter defined), is made and entered into by and among AFFINITY GAMING, a Nevada corporation, successor in interest to Affinity Gaming, LLC (the “Borrower”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”), and each of the Lenders (as hereinafter defined) party hereto.
Via Hand DeliveryAffinity Gaming • April 1st, 2013 • Hotels & motels
This letter, when counter-signed by you, shall serve as the second amendment (the "Second Amendment") to the Duty of Loyalty Agreement dated January 11,2011 and amended October 31,2011, by and between you and Herbst Gaming, LLC and governing certain restrictions pertaining to the terms and conditions of your employment and your separation from employment with the Company (the "Duty of Loyalty Agreement"). All capitalized terms set forth in this Second Amendment, unless otherwise hereinafter defined, shall have the same meaning as in the Duty of Loyalty Agreement.
SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 14th, 2016 • Affinity Gaming • Hotels & motels
This SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Second Amendment”) is entered into by and between Affinity Gaming (“Affinity”) and Michael Silberling (“Mr. Silberling”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • April 19th, 2012 • Affinity Gaming, LLC • Hotels & motels • Nevada
THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is made and entered into as of the 23 day of SEP, 2011 (the “Execution Date”) by and between AFFINITY GAMING, LLC (“Company”) and ALEX W. “SANDEE” CRUDEN (“Executive”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 23rd, 2016 • Affinity Gaming • Hotels & motels • Nevada
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 22, 2016, is entered into by and among Affinity Gaming, a Nevada corporation (the “Company”), Z Capital Partners, L.L.C (“Z Capital”) and each affiliate of Z Capital who is the beneficial owner (as defined below) of Shares (as defined below) of the Company, all of such affiliates of Z Capital, including Z Capital, are signatories to this Agreement (each a “Stockholder” and, collectively, the “Stockholders”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 23rd, 2016 • Affinity Gaming • Hotels & motels • Nevada
This CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into as of this 5th day of October, 2015, by and between AFFINITY GAMING, a Nevada corporation (the “Company”), and Walter Bogumil, a key employee of the Company (the “Employee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 3rd, 2011 • Herbst Gaming, LLC • Hotels & motels • Nevada
This Indemnification Agreement (“Agreement”) is made as of this 31st day of December , 2010 by and between Herbst Gaming, LLC, a Nevada limited liability company (the “Company”), and (“Indemnitee”).
FIRST AMENDMENT TO CREDIT AGREEMENT AND GUARANTY AND COLLATERAL AGREEMENTCredit Agreement • March 31st, 2014 • Affinity Gaming • Hotels & motels
THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND GUARANTY AND COLLATERAL AGREEMENT (this “Amendment”), dated as of December 13, 2013 and effective as of the First Amendment Effective Date (as hereinafter defined), is made and entered into by and among AFFINITY GAMING, a Nevada corporation, successor in interest to Affinity Gaming, LLC (the “Borrower”), each of the Subsidiaries party hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and each of the Lenders (as hereinafter defined) party hereto.
OPERATING AGREEMENT OFOperating Agreement • May 8th, 2013 • Affinity Gaming • Hotels & motels • Colorado
This OPERATING AGREEMENT (this "Agreement"), dated as of October 27, 2011 (the "Effective Date"), is made by Affinity Gaming, LLC, a Nevada limited liability company ("AG LLC"), as the sole member of the Company. For purposes of this Agreement, the term "Member" shall refer only to AG LLC.
CONFIDENTIAL EMPLOYMENT AGREEMENTConfidential Employment Agreement • May 12th, 2015 • Affinity Gaming • Hotels & motels
This CONFIDENTIAL EMPLOYMENT AGREEMENT (“Agreement”) is effective as of March 19, 2015 (the “Effective Date”) by and between Walter Bogumil (“Executive”) and Affinity Gaming (“Affinity”).
CONFIDENTIAL AGREEMENT TO AMEND EMPLOYMENT AGREEMENTSConfidential Agreement • February 20th, 2015 • Affinity Gaming • Hotels & motels
This Confidential Agreement to Amend Employment Agreements (“Agreement”) is entered into by and between Affinity Gaming f/k/a Affinity Gaming, LLC and Herbst Gaming, LLC (“Affinity”) and Donna Lehmann (“Ms. Lehmann”).
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • January 12th, 2011 • Herbst Gaming, LLC • Hotels & motels • Nevada
THIS EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”) is entered into as of January 11, 2011, and effective as of the Effective Date (as defined below), between Herbst Gaming, LLC, a Nevada limited liability company (the “Company”), and David D. Ross, an individual (the “Executive”).
CREDIT AGREEMENT dated as of December 31, 2010 between HERBST GAMING, LLC The SUBSIDIARY GUARANTORS Party Hereto The LENDERS Party Hereto and WILMINGTON TRUST COMPANY, as Administrative AgentCredit Agreement • January 3rd, 2011 • Herbst Gaming, LLC • Hotels & motels • New York
CREDIT AGREEMENT dated as of December 31, 2010, between HERBST GAMING, LLC, as Borrower, the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto, and WILMINGTON TRUST COMPANY, as Administrative Agent.
SECOND AMENDMENT TO CONFIDENTIAL EMPLOYMENT AGREEMENTConfidential Employment Agreement • October 14th, 2016 • Affinity Gaming • Hotels & motels
This SECOND AMENDMENT TO CONFIDENTIAL EMPLOYMENT AGREEMENT (this “Second Amendment”) is entered into by and between Affinity Gaming (“Affinity”) and Walter Bogumil (“Mr. Bogumil”).
LEASE AGREEMENTLease Agreement • March 30th, 2012 • Affinity Gaming, LLC • Hotels & motels
THIS LEASE (this “Lease”) is made as of February 29, 2012 (the “Effective Date”), by and between AFFINITY GAMING BLACK HAWK, LLC, a Colorado limited liability company (“Landlord”), and GOLDEN MARDI GRAS, INC., a Nevada corporation (“Tenant”).
CONSULTING AGREEMENTConsulting Agreement • August 12th, 2011 • Affinity Gaming, LLC • Hotels & motels • Nevada
This Consulting Agreement (“Agreement”) is entered into as of May 1, 2011 (the “Effective Date”), by and between Herbst Gaming, LLC, a Nevada limited liability company (“Consultant”), and Hotspur Casinos Nevada, Inc., a Nevada corporation (“Owner”). Consultant and Owner are sometimes referred to collectively in this Agreement as the “Parties” and individually as a “Party.”
AFFINITY GAMING Las Vegas, Nevada 89135Affinity Gaming • March 31st, 2014 • Hotels & motels
This letter, when counter-signed by you, shall serve as a second amendment (the “Second Amendment”) to each of the Letter Agreement and Executive Severance Agreement and Duty of Loyalty Agreement (together, the “Agreements”), each dated as of February 4, 2011, and amended March 20, 2013, by and between you and Affinity Gaming, formerly known as Herbst Gaming, LLC (the “Company”), and governing the terms and conditions of your employment and separation from employment with the Company. All capitalized terms set forth in this Second Amendment, unless otherwise hereinafter defined, shall have the same meaning given them in each of the respective Agreements, as modified by the Amendment dated March 20, 2013 and this Second Amendment.
