LOAN AND SECURITY AGREEMENT by and among POSTER FINANCIAL GROUP, INC., as Parent and EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, WELLS FARGO FOOTHILL, INC. as the Arranger,...Loan and Security Agreement • April 8th, 2004 • GNLV Corp • Asset-backed securities • California
EMPLOYMENT AGREEMENTEmployment Agreement • April 8th, 2004 • GNLV Corp • Asset-backed securities • Nevada
This Employment Agreement (this “Agreement”) is entered into as of the Closing Date (as defined below) by and between GNL, CORP. (“Employer”), and Andre Carrier (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 8th, 2004 • GNLV Corp • Asset-backed securities • Nevada
This Employment Agreement (this “Agreement”) is entered into as of October 13, 2003 by and between Poster Financial Group, Inc. (“Employer”), and Timothy Poster (“Employee”).
POSTER FINANCIAL GROUP, INC. 8¾% SENIOR SECURED NOTES DUE 2011 INDENTURE Dated as of December 3, 2003 HSBC Bank USA, as TrusteeIndenture • April 8th, 2004 • GNLV Corp • Asset-backed securities • New York
order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING AND SECURITY AGREEMENT (Arizona)Deed of Trust • April 8th, 2004 • GNLV Corp • Asset-backed securities • California
THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING AND SECURITY AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Deed of Trust”) is dated as of January 23, 2004, is made by and from GNL, CORP, a Nevada corporation (“Grantor”), whose address is 2300 South Casino Drive, Laughlin, Nevada 89028 to TRANSNATION TITLE INSURANCE COMPANY (“Trustee”), with an address at 1316 Stockton Hill Road, Kingman, Arizona 86401, for the benefit of WELLS FARGO FOOTHILL, INC., a California corporation, in its capacity as lender, arranger, administrative agent and documentation agent (the “Agent”) pursuant to the Loan Agreement (as defined below), having an address at 2450 Colorado Avenue, Suite 3000 West, Santa Monica, California 90404 (Agent, together with its successors and assigns, is referred to herein as “Beneficiary”).
DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING AND SECURITY AGREEMENT (Nevada)Deed of Trust, Assignment of Rents and Leases, Fixture Filing and Security Agreement • April 8th, 2004 • GNLV Corp • Asset-backed securities • New York
THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING AND SECURITY AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Deed of Trust”) is dated as of January 23, 2004 and is made by and from GNL, CORP., a Nevada corporation (“Grantor”), whose address is 2300 South Casino Drive, Laughlin, NV 89028 to NEVADA TITLE COMPANY, a Nevada corporation (“Trustee”), with an address at 2500 North Buffalo, Suite #150, Las Vegas, Nevada 89128 for the benefit of WELLS FARGO BANK, N.A., a national banking association organized under the laws of the United States of America, in its capacity as Collateral Agent for the Holders and the Indenture Trustee (the “Agent”) pursuant to the Indenture (as defined below), having an address at Corporate Trust Services, Sixth Street and Marquette Avenue, MAC N9303-120, Minneapolis, MN 55479, Attn: Jane Y. Schweiger (Agent, together with its successors and assigns, is referred to herein as “Beneficiary”).
STOCK PLEDGE AGREEMENT (BORROWERS)Stock Pledge Agreement • April 8th, 2004 • GNLV Corp • Asset-backed securities • Nevada
This STOCK PLEDGE AGREEMENT (as amended, restated, supplemented, renewed or otherwise modified from time to time, this “Agreement”), dated as of January 23, 2004, is entered into by and among POSTER FINANCIAL GROUP, INC., a Nevada corporation, GNL, CORP., a Nevada corporation, and GNLV, CORP., a Nevada corporation (each, a “Pledgor”, and individually and collectively, jointly and severally, the “Pledgors”) and WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger, administrative agent and documentation agent for the below-defined Lenders (in such capacity, together with its successors, if any, “Agent”), with reference to the following:
DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING AND SECURITY AGREEMENT (FEE AND LEASEHOLD) (Nevada)Deed of Trust, Assignment of Rents and Leases, Fixture Filing and Security Agreement • April 8th, 2004 • GNLV Corp • Asset-backed securities • New York
THIS DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, FIXTURE FILING AND SECURITY AGREEMENT (FEE AND LEASEHOLD) (as amended, supplemented or otherwise modified from time to time, this “Deed of Trust”) is dated as of January 23, 2004 and is made by and from GNLV, CORP., a Nevada corporation (“Grantor”), whose address is 129 E. Fremont Street, Las Vegas, NV 89101 to NEVADA TITLE COMPANY, a Nevada corporation (“Trustee”), with an address at 2500 North Buffalo, Suite #150, Las Vegas, Nevada 89128 for the benefit of WELLS FARGO BANK, N.A., a national banking association organized under the laws of the United States of America, in its capacity as Collateral Agent for the Holders and the Indenture Trustee (the “Agent”) pursuant to the Indenture (as defined below), having an address at Corporate Trust Services, Sixth Street and Marquette Avenue, MAC N9303-120, Minneapolis, MN 55479, Attn: Jane Y. Schweiger (Agent, together with its successors and assigns, is referred to herein as “Beneficiary”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • April 8th, 2004 • GNLV Corp • Asset-backed securities • Nevada
This STOCK PLEDGE AGREEMENT (as amended, restated, supplemented, renewed or otherwise modified from time to time, this “Agreement”), dated as of January 23, 2004, is entered into by and among Poster Financial Group, Inc., a Nevada corporation (the “Note Issuer”), GNL, CORP., a Nevada corporation (“GNL”), GNLV, CORP., a Nevada corporation (“GNLV”), Golden Nugget Experience, LLC, a Nevada limited liability company (“GNE”, and together with the Note Issuer, GNL and GNLV each, a “Pledgor”, and individually and collectively, jointly and severally, the “Pledgors”) and Wells Fargo Bank, National Association, as the collateral agent for the Secured Parties (as defined below) (in such capacity, together with its successors, if any, in such capacity, the “Collateral Agent”), with reference to the following:
LEASE AGREEMENTLease Agreement • April 8th, 2004 • GNLV Corp • Asset-backed securities
January 23, 2004Stock Purchase Agreement • April 8th, 2004 • GNLV Corp • Asset-backed securities • Nevada
This letter refers to the SPA by and among MGM MIRAGE (“Parent”), Mirage Resorts, Incorporated (“MRI”), GNLV, CORP. (“GNLV”), GNL, CORP. (“GNL”) Golden Nugget Experience, LLC (“GNELLC”), and Poster Financial Group, Inc. (“Purchaser”) and the TSA by and between Parent and Purchaser. Capitalized terms not otherwise defined herein shall have the meaning set forth in the SPA and the TSA, as applicable.
GOLDEN NUGGETLease Agreement • April 8th, 2004 • GNLV Corp • Asset-backed securities
SECURITY AGREEMENT (GUARANTOR)Security Agreement • April 8th, 2004 • GNLV Corp • Asset-backed securities
This SECURITY AGREEMENT (as amended, restated, modified, supplemented, renewed or extended from time to time, this “Agreement”), is entered into as of January 23, 2004, is executed and delivered by and among GOLDEN NUGGET EXPERIENCE, LLC, a Nevada limited liability company (the “Debtor”), in favor of WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger, administrative agent and documentation agent for the below-referenced Lender Group (in such capacity, together with its successors and assigns, if any, “Agent”), in light of the following:
AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 27th, 2004 • GNLV Corp • Asset-backed securities • California
This AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of May 17, 2004, by the lenders identified on the signature pages hereof (the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation (“Agent”; and together with the Lenders, the “Lender Group”), as the arranger and administrative agent for the Lenders, and POSTER FINANCIAL GROUP, INC., a Nevada corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries together with Parent are referred to hereinafter each individually as a “Borrower” and individually and collectively, jointly and severally, as the “Borrowers”), with reference to the following:
STOCK PURCHASE AGREEMENT BY AND AMONG MGM MIRAGE AS PARENT MIRAGE RESORTS, INCORPORATED AS SELLER GNLV, CORP. GNL, CORP. GOLDEN NUGGET EXPERIENCE, LLC POSTER FINANCIAL GROUP, INC. AS PURCHASER DATED AS OF JUNE 24, 2003Stock Purchase Agreement • April 8th, 2004 • GNLV Corp • Asset-backed securities • Nevada
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 24, 2003, is by and among MGM MIRAGE, a Delaware corporation (“Parent”), Mirage Resorts, Incorporated, a Nevada corporation (“Seller”), GNLV, CORP., a Nevada corporation (“GNLV”), GNL, CORP., a Nevada corporation (“GNL”), Golden Nugget Experience, LLC, a Nevada limited liability company (“GNELLC”) and Poster Financial Group, Inc., a Nevada corporation (“Purchaser”).
ContractLease • April 8th, 2004 • GNLV Corp • Asset-backed securities
THIS LEASE, made and entered into this 4th day of September, 1962, by and between the Trustees of FRATERNAL ORDER OF EAGLES, LAS VEGAS AERIE 1213, hereinafter called “Landlord,” and GOLDEN NUGGET, INC., a Nevada corporation, hereinafter called “Tenant.”
ContractLease • April 8th, 2004 • GNLV Corp • Asset-backed securities • Nevada
This lease is made April 30, 1976, between ELIZABETH PROPERTIES TRUST, ELIZABETH ZAHN, Trustee, of Las Vegas, Nevada, (“Landlord”), and GOLDEN NUGGET, INC., a Nevada corporation, of Las Vegas, Nevada (“Tenant”), who agree as follows:
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • April 8th, 2004 • GNLV Corp • Asset-backed securities • California
THIS INTERCOMPANY SUBORDINATION AGREEMENT (as amended, restated, modified, supplemented, renewed or extended from time to time, this “Agreement”), dated as of January 23, 2004, is made by and among POSTER FINANCIAL GROUP, INC., a Nevada corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as an “Obligor”, and individually and collectively, jointly and severally, as the “Obligors”), in favor of WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger, administrative agent and documentation agent for the Lenders (in such capacity, together with its successors, if any, “Agent”).
SUPPLEMENTAL INDENTURESupplemental Indenture • April 8th, 2004 • GNLV Corp • Asset-backed securities • New York
This SUPPLEMENTAL INDENTURE, dated as of January 23, 2004, is by and among GNLV, CORP., a Nevada corporation, GNL, CORP., a Nevada corporation, Golden Nugget Experience, LLC, a Nevada limited liability company (collectively, the “Guarantors”), Poster Financial Group, Inc., a Nevada corporation (the “Company”), and HSBC Bank USA, as trustee (the “Trustee”).
Registration Rights AgreementRegistration Rights Agreement • April 8th, 2004 • GNLV Corp • Asset-backed securities • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 3, 2003, by and among Poster Financial Group, Inc., a Nevada corporation (the “Company”), the Guarantors (as defined herein) from time to time party hereto and Lehman Brothers Inc. (the “Initial Purchaser”), who has agreed to purchase the Company’s 8 3/4% Senior Secured Notes due 2011 (the “Notes”) pursuant to the Purchase Agreement (as defined below).
OPERATING AGREEMENTOperating Agreement • April 8th, 2004 • GNLV Corp • Asset-backed securities • Nevada
This Operating Agreement (“Agreement”) is made and entered into as of the 26th day of May, 2000, by and among the undersigned, GNLV Corp., a Nevada corporation, which constitutes the sole member (“Member”) of Golden Nugget Experience, LLC, a Nevada limited-liability company (the “Company”), and the Company, with reference to the recitals set forth below.
INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT among WELLS FARGO FOOTHILL, INC., as Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent, POSTER FINANCIAL GROUP, INC. and certain of its SUBSIDIARIES, as Borrowers and Guarantors Dated as...Intercreditor and Lien Subordination Agreement • April 8th, 2004 • GNLV Corp • Asset-backed securities • New York
THIS INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT dated as of January 23, 2004 (this “Agreement”) is made by and among WELLS FARGO FOOTHILL, INC., in its capacity as the arranger, administrative agent, and documentation agent (in such capacity, together with it successors and assigns (if any) in such capacity, the “Original Agent”) under and pursuant to the Loan Agreement (as hereinafter defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, solely in its capacity as collateral agent (in such capacity, together with its successors and assigns (if any) in such capacity, the “Original Collateral Agent”) under the Noteholder Documents (as hereinafter defined), POSTER FINANCIAL GROUP, INC., a Nevada corporation (the “Parent”), and those certain subsidiaries of the Parent party hereto (the “Subsidiaries” and, together with the Parent, each, individually, a “Credit Party”, and collectively, the “Credit Parties”).
GUARANTOR JOINDER AGREEMENTGuarantor Joinder Agreement • April 8th, 2004 • GNLV Corp • Asset-backed securities • New York
This GUARANTOR JOINDER AGREEMENT (this “Guarantor Joinder Agreement”) is entered into effective as of January 23, 2004, by the persons set forth on the signature page attached hereto.
SECURITY AGREEMENTSecurity Agreement • April 8th, 2004 • GNLV Corp • Asset-backed securities • New York
This SECURITY AGREEMENT (this “Agreement”), is entered into as of January 23, 2004, is executed and delivered by and among Poster Financial Group, Inc., a Nevada corporation (the “Note Issuer”), GNL, Corp., a Nevada corporation (“GNL”), GNLV, Corp., a Nevada corporation (“GNLV”), Golden Nugget Experience, LLC, a Nevada limited liability company (“GNE”, and together with the Note Issuer, GNL and GNLV each, a “Grantor” and collectively, jointly and severally, the “Grantors”) in favor of Wells Fargo Bank, National Association, as the collateral agent (in such capacity, together with its successors and assigns, if any, in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties (as defined below), in light of the following:
GOLDEN NUGGET letterhead]Lease Agreement • April 8th, 2004 • GNLV Corp • Asset-backed securities
Pursuant to paragraph 4.1 of that certain lease made and entered into the 1st day of May, 1976, by and between Elizabeth Properties Trust (“Landlord”), and GNLV, Corp. (“Tenant”), Tenant hereby gives notice of its intent to exercise the 25 year option which will extend the lease to and including April 30, 2025.
AMENDMENT NO. 1 TO THE TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 8th, 2004 • GNLV Corp • Asset-backed securities • Nevada
THIS AMENDMENT NO. 1 TO THE TRANSITION SERVICES AGREEMENT (the “Agreement”), dated as of October 24, 2003, is by and between MGM MIRAGE, a Delaware corporation (“Parent”), and Poster Financial Group, Inc., a Nevada corporation (“Purchaser”), subject to the provisions of Section 8 of the Agreement, and is dated as of December 15, 2003 (this “Amendment”).
PLEDGE AGREEMENT by and among POSTER FINANCIAL GROUP, INC. HSBC Bank USA, as Trustee and HSBC Bank USA, as Agent Dated as of December 3, 2003 PLEDGE AGREEMENTPledge Agreement • April 8th, 2004 • GNLV Corp • Asset-backed securities • New York
This Release of Security Interest may be executed in one or more counterparts (including by facsimile), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.
LOGO GOLDEN NUGGET]Lease Extension • April 8th, 2004 • GNLV Corp • Asset-backed securities
GENERAL CONTINUING GUARANTYGeneral Continuing Guaranty • April 8th, 2004 • GNLV Corp • Asset-backed securities • California
This GENERAL CONTINUING GUARANTY (as amended, restated, modified, supplemented, renewed or extended from time to time, this “Guaranty”), dated as of January 23, 2004, is executed and delivered by and among GOLDEN NUGGET EXPERIENCE, LLC, a Nevada limited liability company (the “Guarantor”), in favor of WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger, administrative agent and documentation agent for the below-referenced Lenders (in such capacity, together with its successors and assigns, if any, “Agent”), in light of the following:
AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 8th, 2004 • GNLV Corp • Asset-backed securities • Nevada
THIS AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of June 24, 2003, is by and among MGM MIRAGE, a Delaware corporation, Mirage Resorts, Incorporated, a Nevada corporation, GNLV, CORP., a Nevada corporation, GNL, CORP., a Nevada corporation, Golden Nugget Experience, LLC, a Nevada limited liability company, and Poster Financial Group, Inc., a Nevada corporation, and is dated as of December 15, 2003 (this “Amendment”).
AGREEMENTLease Agreement • April 8th, 2004 • GNLV Corp • Asset-backed securities
This Agreement dated this 25th day of March, 1975, by and between the Trustees of the FRATERNAL ORDER OF EAGLES of Las Vegas, Aerie 1213, hereinafter referred to as “Landlord”, and the GOLDEN NUGGET, INC., a Nevada corporation, hereinafter referred to as “Tenant”.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN MGM MIRAGE AND POSTER FINANCIAL GROUP, INC. DATED AS OF OCTOBER 24, 2003Transition Services Agreement • April 8th, 2004 • GNLV Corp • Asset-backed securities • Nevada
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of October 24, 2003, is by and between MGM MIRAGE, a Delaware corporation (“Parent”), and Poster Financial Group, Inc., a Nevada corporation (“Purchaser”), subject to the provisions of Section 8.
