Marina District Development Company, LLC Sample Contracts
REGISTRATION RIGHTS AGREEMENT by and among Marina District Finance Company, Inc. Marina District Development Company, LLC and Banc of America Securities LLC Dated as of August 6, 2010Registration Rights Agreement • April 1st, 2011 • Marina District Development Company, LLC • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 6, 2010, by and among Marina District Finance Company, Inc., a Delaware corporation (the “Company”), Marina District Development Company, LLC, a New Jersey limited liability company and the direct parent of the Company (“MDDC” or the “Guarantor”) and any subsidiary of MDDC formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), and Banc of America Securities LLC, on behalf of itself and as representative (the “Representative”) of the several initial purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), who have agreed to purchase the Company’s (i) 9 1/2% Senior Secured Notes due 2015 (the “Initial 2015 Notes”) and (ii) 9 7/8% Senior Secured Notes due 2018 (the “Initial 2018 Notes”, and
Standard Contracts
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 30th, 2012 • Marina District Development Company, LLC • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT is made and dated as of November ___, 2011 (this “Amendment”) among MARINA DISTRICT FINANCE COMPANY, INC., a New Jersey corporation (the “Borrower”), MARINA DISTRICT DEVELOPMENT COMPANY, LLC, a New Jersey limited liability company (“MDDC”, and together with the Borrower, the “Credit Parties”), the Lenders parties hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, and amends that certain Credit Agreement dated as of August 6, 2010 (as the same may be further amended or modified from time to time, the “Credit Agreement”), among the Credit Parties, the Lenders, the Administrative Agent, and Wells Fargo, as L/C Issuer and Swing Line Lender.
SUBJECT TO A SECURITY INTEREST IN FAVOR OF WELLS FARGO BANK, NATIONAL ASSOCIATION, AS COLLATERAL AGENT, PURSUANT TO THE SECURITY AGREEMENT REFERRED TO BELOW INTERCOMPANY NOTE DUE 2018Intercompany Note • April 1st, 2011 • Marina District Development Company, LLC
Reference is made to that certain Indenture dated as of August 6, 2010 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Indenture”) among the Maker, MDFC and U.S. Bank National Association. Capitalized terms used herein without definition have the meanings assigned thereto in the Indenture. Pursuant to the Indenture, MDFC has issued 2018 Notes with a principal amount equal to the principal amount of this Note. In addition to payment of principal and interest as described above, the Maker further agrees to pay to MDFC all fees, charges and other amounts payable under the Indenture.
GROUND LEASE AGREEMENT WITH RESPECT TO BLOCK 576, LOT 1.12Ground Lease Agreement • April 1st, 2011 • Marina District Development Company, LLC • New Jersey
THIS GROUND LEASE AGREEMENT WITH RESPECT TO BLOCK 576, LOT 1.12 (this “Lease”) is dated as of the 23rd day of March, 2010, by and between MAC, CORP., a New Jersey corporation (“Landlord”), and MARINA DISTRICT DEVELOPMENT COMPANY, LLC, a New Jersey limited liability company, d/b/a “The Borgata” or “Borgata” (“Tenant”) and shall become effective as provided in Section 4 below.
TOWER EXPANSION & ADDITIONAL STRUCTURED PARKING GROUND LEASE AGREEMENTGround Lease Agreement • April 1st, 2011 • Marina District Development Company, LLC • New Jersey
THIS TOWER EXPANSION & ADDITIONAL STRUCTURED PARKING GROUND LEASE AGREEMENT (the “Lease”) is dated as of the 1st day of January, 2005, by and between MAC, CORP., a New Jersey corporation (“Landlord”), and MARINA DISTRICT DEVELOPMENT COMPANY, LLC, a New Jersey limited liability company, d.b.a. “The Borgata” or “Borgata” (“Tenant”) and shall become effective as provided in Section 3 below.
SECURITY AGREEMENTSecurity Agreement • April 1st, 2011 • Marina District Development Company, LLC • New York
This SECURITY AGREEMENT (as it may be amended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of August 6, 2010 and is made by MARINA DISTRICT FINANCE COMPANY, INC., a New Jersey corporation (the “Company”, and MARINA DISTRICT DEVELOPMENT COMPANY, LLC, a New Jersey limited liability company (“MDDC”), and any future Subsidiary, if any, of the Company or MDDC that becomes a party to this Agreement (each such party other than the Company is referred to herein as a “Subsidiary Grantor” and together with the Company, MDDC and any other Person agreeing to be bound hereby as a “Grantor” are collectively referred to herein as the “Grantors’”) in favor of and for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as Collateral Agent (together with any successor appointed pursuant the Intercreditor Agreement (as hereinafter defined), the “Collateral Agent”), and the Secured Parties (as hereinafter defined).
EXPANSION GROUND LEASE AGREEMENTExpansion Ground Lease Agreement • April 1st, 2011 • Marina District Development Company, LLC • New Jersey
THIS EXPANSION GROUND LEASE AGREEMENT (the “Lease”) is dated as of the 1st day of January, 2005, by and between MAC, CORP., a New Jersey corporation (“Landlord”), and MARINA DISTRICT DEVELOPMENT COMPANY, LLC, a New Jersey limited liability company, d.b.a. “The Borgata” or “Borgata” (“Tenant”) and shall become effective as provided in Section 3 below.
SURFACE LOT GROUND LEASESurface Lot Ground Lease • April 1st, 2011 • Marina District Development Company, LLC • New Jersey
THIS SURFACE LOT GROUND LEASE (this “Lease”) is dated as of the 20th day of August, 2004, by and between MAC, CORP., a New Jersey corporation (“Landlord”), and MARINA DISTRICT DEVELOPMENT COMPANY, LLC, a New Jersey limited liability company, d.b.a. “The Borgata or “Borgata” (“Tenant”) and shall become effective as provided in Section 5 below.
FEE AND LEASEHOLD MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING AND SECURITY AGREEMENT made by MARINA DISTRICT DEVELOPMENT COMPANY, LLC a New Jersey limited liability company as Mortgagor, to WELLS FARGO BANK, NATIONAL ASSOCIATION, in its...Fee and Leasehold Mortgage, Assignment of Rents and Leases, Fixture Filing and Security Agreement • April 1st, 2011 • Marina District Development Company, LLC • New York
BEING known and designated as Lot 1.07 in Block 576 as shown on map entitled: “Renaissance Pointe, Block 576, Tax Lots 1.04 & 1.10, City of Atlantic City, Atlantic County, N.J.” prepared by Paulus, Sokolowski & Sartor, LLC, dated July 5, 2005 and last revised on July 21, 2010, filed in the Atlantic County Clerk’s Office on July 28, 2010 as Filed Map #MI2010045171.
SUBJECT TO A SECURITY INTEREST IN FAVOR OF WELLS FARGO BANK, NATIONAL ASSOCIATION, AS COLLATERAL AGENT, PURSUANT TO THE SECURITY AGREEMENT REFERRED TO BELOW INTERCOMPANY NOTEIntercompany Note • April 1st, 2011 • Marina District Development Company, LLC
For value received, MARINA DISTRICT DEVELOPMENT COMPANY, LLC, a New Jersey limited liability company (the “Maker”), unconditionally promises to pay to the order of MARINA DISTRICT FINANCE COMPANY, INC., a New Jersey corporation (“MDFC”), at its office located at One Borgata Way, Atlantic City, New Jersey 08401, the principal amount of ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000.00) (or such lesser amount as shall equal the aggregate unpaid principal amount of all loans made under this Note) at such times and in such amounts as MDFC is required to make payments of principal under that certain Credit Agreement dated as of even date herewith (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”) by and among the Maker, MDFC, the various lending institutions as are, or may from time to time become parties thereto, the Issuing Bank and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capaci
FIRST LIEN INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT dated as of August 6, 2010 among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Authorized Representative under...First Lien Intercreditor and Collateral Agency Agreement • April 1st, 2011 • Marina District Development Company, LLC • New York
Indenture) including, but not limited to, Landlord, and U.S. Bank National Association, as trustee (in such capacity and not in its individual capacity, “Trustee”) and (ii) a Purchase Agreement (as amended or modified from time to time, the “Purchase Agreement”) along with Landlord, the several parties named in Schedule A thereto (the “Initial Purchasers”) and Bane of America Securities LLC, as Representative of the Initial Purchasers pursuant to which Borrower issued Senior Secured Notes due 2015 (the “2015 Notes”) and Senior Secured Notes due 2018 (the “2018 Notes” and, together with the 2015 Notes and any Exchange Notes issued from time to time under the Indenture, collectively, the “Senior Secured Notes”). Borrower’s and Landlord’s obligations under the Indenture and with respect to the Senior Secured Notes are collectively referred to as the “Senior Notes Obligations” and together with the Credit Agreement Obligations are referred to as the “Obligations”.