CREDIT AGREEMENT Dated as of September 16, 2014 among STOCKBRIDGE/SBE HOLDINGS, LLC, as Borrower, STOCKBRIDGE/SBE INVESTMENT COMPANY, LLC, as Holdings, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, as Guarantors, THE LENDERS PARTY HERETO and...Credit Agreement • January 13th, 2015 • Stockbridge/Sbe Investment Company, LLC • Hotels & motels • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of September 16, 2014 among STOCKBRIDGE/SBE HOLDINGS, LLC, a Delaware limited liability company (“Borrower”), STOCKBRIDGE/SBE INVESTMENT COMPANY, LLC, a Delaware limited liability company (“Holdings”), the other Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, J.P. MORGAN SECURITIES LLC, as lead arranger (in such capacity, “Arranger”) and sole bookrunning manager (in such capacity, “Bookrunner”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties, Swingline Lender and the Issuing Bank, and UNION GAMING ADVISORS, LLC, as documentation agent (in such capacity, “Documentation Agent”).
CREDIT AGREEMENT dated as of May 2, 2012 among STOCKBRIDGE/SBE HOLDINGS, LLC, as Borrower, STOCKBRIDGE/SBE INVESTMENT COMPANY, LLC, as Holdings, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, as Guarantors, THE LENDERS PARTY HERETO and J.P....Credit Agreement • January 13th, 2015 • Stockbridge/Sbe Investment Company, LLC • Hotels & motels • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of May 2, 2012 among STOCKBRIDGE/SBE HOLDINGS, LLC, a Delaware limited liability company (“Borrower”), STOCKBRIDGE/SBE INVESTMENT COMPANY, LLC, a Delaware limited liability company (“Holdings”), the other Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, J.P. MORGAN SECURITIES LLC, as lead arranger (in such capacity, “Arranger”), syndication agent (in such capacity, “Syndication Agent”) and sole bookrunning manager (in such capacity, “Bookrunner”), KEYCORP REAL ESTATE CAPITAL MARKETS, INC., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and UNION GAMING ADVISORS, LLC, as documentation agent (in such capacity, “Documentation Agent”).
LOAN AGREEMENT dated as of January 30, 2014 STOCKBRIDGE/SBE HOLDINGS, LLC, as Borrower, and SLS TRANCHE 1 LENDER, LLC, as LenderLoan Agreement • January 13th, 2015 • Stockbridge/Sbe Investment Company, LLC • Hotels & motels • New York
This LOAN AGREEMENT (this “Agreement”) dated as of January 30, 2014 is by and between STOCKBRIDGE/SBE HOLDINGS, LLC, a Delaware limited liability company (“Borrower”), and SLS TRANCHE 1 LENDER, LLC, a Delaware limited liability company (“Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 6th, 2015 • Stockbridge/Sbe Investment Company, LLC • Hotels & motels
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 14th day of June, 2014, (“Effective Date”) by and between SBEHG LAS VEGAS I, LLC d/b/a SLS Las Vegas (“Hotel Operator”) and SB Gaming, LLC (“Gaming Operator,” and, together with Hotel Operator, the “Employer”) and Robert L. Oseland II (“Employee”). Stockbridge/SBE Holdings, LLC (“Owner”) and Stockbridge Real Estate Fund III-A, LP, a Delaware limited liability partnership and Stockbridge Real Estate Fund III-C, LP, a Delaware limited liability partnership (the two Stockbridge LPs are collectively “Guarantors”) join in this Agreement for the limited purpose of guaranteeing certain obligations of Employer undertaken pursuant thereto (the aforementioned collectively “Parties”), .
EMPLOYEE LEASE AGREEMENTEmployee Lease Agreement • July 31st, 2014 • Stockbridge/Sbe Investment Company, LLC • Hotels & motels • Nevada
This EMPLOYEE LEASE AGREEMENT (this “Agreement”) is made and entered into as of the 16 day of June, 2014 (the “Commencement Date”), by and among SBEHG Las Vegas I, LLC, a Nevada limited liability company (“Hotel Manager”); SB Gaming, LLC, a Nevada limited liability company (“Gaming Operator”); and, solely as to Articles 9 and 18 hereof, Stockbridge/SBE Holdings, LLC, a Delaware limited liability company (“Owner”). Capitalized terms used herein and not otherwise defined have the meanings provided in the Glossary attached hereto.
NON-EXCLUSIVE SLS BRAND LICENSE AGREEMENT (Affiliate Managed)Brand License Agreement • July 31st, 2014 • Stockbridge/Sbe Investment Company, LLC • Hotels & motels • California
This NON-EXCLUSIVE SLS BRAND LICENSE AGREEMENT (this “Agreement”) is made and entered into by and between SBE Hotel Licensing, LLC, a California limited liability company (“Licensor”), and Stockbridge/SBE Holdings, LLC, a Delaware limited liability company (“Licensee”), on April 1, 2011 (the “Effective Date”). Licensor and Licensee may be referred to herein collectively as the “Parties” and individually as a “Party”.
EMPLOYMENT AGREEMENTEmployment Agreement • July 17th, 2015 • Stockbridge/Sbe Investment Company, LLC • Hotels & motels • Nevada
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 30th day of May, 2015, (“Effective Date”) by and between SBEHG Las Vegas I, LLC (“Employer”) and Michael Morgan (“Employee”) (the aforementioned collectively (individually “Party”, and collectively the “Parties”).
SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF STOCKBRIDGE/SBE INVESTMENT COMPANY, LLCLimited Liability Company Agreement • July 31st, 2014 • Stockbridge/Sbe Investment Company, LLC • Hotels & motels
THIS SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF STOCKBRIDGE/SBE INVESTMENT COMPANY, LLC (this “Amendment”) is entered into as of May 1, 2014, by and between Stockbridge/SBE Voteco Company, LLC, a Delaware limited liability company (the “Class A Manager” or “Voteco”), and Stockbridge/SBE Intermediate Company, LLC, a Delaware limited liability company (the “Class B Member”).
STOCKBRIDGE/SBE INVESTMENT COMPANY, LLC LIMITED LIABILITY COMPANY AGREEMENT dated as of May 2, 2012 among STOCKBRIDGE/SBE INTERMEDIATE COMPANY, LLC, as Class B Member and STOCKBRIDGE/SBE VOTECO COMPANY, LLC, as Class A MemberLimited Liability Company Agreement • July 31st, 2014 • Stockbridge/Sbe Investment Company, LLC • Hotels & motels • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT of Stockbridge/SBE Investment Company, LLC (the “Company”) dated as of May 2, 2012, as amended from time to time (this “Agreement”), among Stockbridge/SBE Intermediate Company, LLC, a Delaware limited liability company (“Class B Member”), and Stockbridge/SBE Voteco Company, LLC, a Delaware limited liability company (“Class A Member” or “Voteco”).
ContractStockbridge/Sbe Investment Company, LLC • January 13th, 2015 • Hotels & motels • New York
AMENDMENT NO. 1, dated as of August 1, 2013 (this “Amendment), to the Loan Agreement, dated as of May 1, 2013 (the “Loan Agreement”), by and between STOCK-BRIDGE/SBE HOLDINGS, LLC (the “Borrower”), and SLS LENDER, LLC, as lender (the “Lender”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement.
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF STOCKBRIDGE/SBE INVESTMENT COMPANY, LLCLimited Liability Company Agreement • July 31st, 2014 • Stockbridge/Sbe Investment Company, LLC • Hotels & motels
THIS FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF STOCKBRIDGE/SBE INVESTMENT COMPANY, LLC (this “Amendment”) is entered into as of February 21, 2014, by and between Stockbridge/SBE Voteco Company, LLC, a Delaware limited liability company (the “Class A Manager” or “Voteco”), and Stockbridge/SBE Intermediate Company, LLC, a Delaware limited liability company (the “Class B Member”).
ContractLoan Agreement • January 13th, 2015 • Stockbridge/Sbe Investment Company, LLC • Hotels & motels • New York
AMENDMENT NO. 2, dated as of September 16, 2014 (this “Amendment), to the Loan Agreement, dated as of May 1, 2013 (as amended by Amendment No. 1, dated as of August 1, 2013, the “Loan Agreement”), by and between STOCKBRIDGE/SBE HOLDINGS, LLC (the “Borrower”) and SLS LENDER, LLC, as lender (the “Lender”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement.
ContractGeneral Construction Agreement • January 13th, 2015 • Stockbridge/Sbe Investment Company, LLC • Hotels & motels • New York
AGREEMENT BETWEEN OWNER AND CONTRACTORAgreement Between Owner and Contractor • March 31st, 2015 • Stockbridge/Sbe Investment Company, LLC • Hotels & motels • Nevada
THIS AGREEMENT (hereinafter referred to as the “Construction Agreement “) is made and entered into as of the 5th day of February, 2013, by and between STOCKBRIDGE/SBE HOLDINGS, LLC a Delaware limited liability company (hereinafter referred to as “Owner”) and PENTA BUILDING GROUP, LLC a Nevada limited liability company (hereinafter referred to as “Contractor”) for the project commonly known as the SAHARA HOTEL RENOVATION (hereinafter referred to as the “Project”). The Architect who shall prepare the plans and specifications for the Project shall be GENSLER ARCHITECTURE, DESIGN & PLANNING, PC dba GENSLER OF NEVADA or such other entity or individual designated by Owner.
ContractIntercreditor Agreement • January 13th, 2015 • Stockbridge/Sbe Investment Company, LLC • Hotels & motels • New York
AMENDED AND RESTATED DEVELOPMENT MANAGEMENT AGREEMENT for the SLS LAS VEGAS Dated as of April 1, 2011 between STOCKBRIDGE/SBE HOLDINGS, LLC, and SBE LAS VEGAS REDEVELOPMENT I, LLCDevelopment Management Agreement • March 31st, 2015 • Stockbridge/Sbe Investment Company, LLC • Hotels & motels • Nevada
THIS AMENDED AND RESTATED DEVELOPMENT MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2011 (the “Effective Date”) by and between STOCKBRIDGE/SBE HOLDINGS, LLC, a Delaware limited liability company (“Owner”), and SBE LAS VEGAS REDEVELOPMENT I, LLC, a Nevada limited liability company (“Manager”).
ContractCredit Agreement • January 13th, 2015 • Stockbridge/Sbe Investment Company, LLC • Hotels & motels
AMENDMENT NO. 1, dated as of January 31, 2013 (this “Amendment), to (i) the Credit Agreement, dated as of May 2, 2012 (the “Credit Agreement”), among STOCK-BRIDGE/SBE HOLDINGS,LLC (the “Borrower”), STOCKBRIDGE/SBE INVESTMENT COMPANY,LLC, a Delaware limited liability company (“Holdings”), those certain Restricted Subsidiaries of the Borrower from time to time party thereto (together with Holdings, collectively, the “Guarantors”), the Lenders party thereto, J.P. MORGAN SECURITIES LLC, as Lead Arranger, Syndication Agent and Sole Bookrunning Manager, KEYCORP REAL ESTATE CAPITAL MARKETS, INC., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), KEYCORP REAL ESTATE CAPITAL MARKETS, INC., as collateral agent for the Lenders (in such capacity, the “Collateral Agent”) and UNION GAMING ADVISORS, as Documentation Agent, (ii) the Escrow and Security Agreement, dated as of May 2, 2012 (the “Escrow and Security Agreement”), among the Borrower, the Administrative
ContractStockbridge/Sbe Investment Company, LLC • January 13th, 2015 • Hotels & motels • New York
AMENDMENT NO. 1, dated as of September 16, 2014 (this “Amendment), to the Loan Agreement, dated as of May 1, 2013 (the “Loan Agreement”), by and between STOCKBRIDGE/SBE HOLDINGS, LLC (the “Borrower”) and SLS TRANCHE 1 LENDER, LLC, as lender (the “Lender”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 31st, 2015 • Stockbridge/Sbe Investment Company, LLC • Hotels & motels • Nevada
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this day of October, 2014, (“Effective Date”) by and between SBEHG LAS VEGAS I, LLC (“Hotel Operator”) and SB Gaming, LLC (“Gaming Operator,” and, together with Hotel Operator, the “Employer”) and Scott Kreeger (“Employee”) (the aforementioned collectively (individually “Party”, and collectively (“Parties”).
SLS LAS VEGAS HOTEL AND CASINO EMPLOYMENT AGREEMENT BETWEEN SBEHG LAS VEGAS I, LLC AND GABRIEL FRUMUSANU Dated July _19_, 2013Employment Agreement • March 31st, 2015 • Stockbridge/Sbe Investment Company, LLC • Hotels & motels • Nevada
This Employment Agreement (this “Agreement”) is made and entered into as of the _19_ day of July, 2013 by and between Gabriel Frumusanu (“ ”), located at 9601 Lisa Lane, Perrysburg, OH 43551, and SBEHG Las Vegas I, LLC (the “Company”).
