MANAGEMENT AGREEMENT TABLE OF CONTENTSManagement Agreement • October 27th, 1995 • Showboat Inc • Services-miscellaneous amusement & recreation • Nevada
TABLE OF CONTENTS PAGE SECTION 1. CERTAIN DEFINITIONS 1 SECTION 2. APPOINTMENT OF RIGHTS AGENT 6 SECTION 3. ISSUANCE OF RIGHT CERTIFICATES 6 SECTION 4. FORM OF RIGHT CERTIFICATES 7 SECTION 5. COUNTERSIGNATURE AND REGISTRATION 8 SECTION 6. TRANSFER,...Rights Agreement • October 16th, 1995 • Showboat Inc • Services-miscellaneous amusement & recreation • Nevada
EXHIBIT 10.16 FIRST AMENDMENT TO LEASE BETWEEN ATLANTIC CITY SHOWBOAT, INC. AND R. CRAIG BIRD AND DEBRA E. BIRD DATED APRIL 10, 1987 WHEREAS, Atlantic City Showboat, Inc. ("Lessor"), and R. Craig Bird and Debra E. Bird ("Lessee") entered into that...Lease • March 30th, 1998 • Showboat Inc • Services-miscellaneous amusement & recreation
EXHIBIT 10.35 LIMITED LIABILITY COMPANY AGREEMENT OF SHOWBOAT ROCKINGHAM COMPANY, LLC, A NEW HAMPSHIRE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • March 19th, 1996 • Showboat Inc • Services-miscellaneous amusement & recreation • New Hampshire
AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 18, 1997 AMONG HARRAH'S ENTERTAINMENT, INC., HEI ACQUISITION CORP. AND SHOWBOAT, INC.Merger Agreement • December 24th, 1997 • Showboat Inc • Services-miscellaneous amusement & recreation • Nevada
EXHIBIT 10.39 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is made and entered into as of the 11th day of December, 1997, by and between Showboat Development Company, a Nevada corporation (the "Seller"), and Futuresouth,...Stock Purchase Agreement • March 30th, 1998 • Showboat Inc • Services-miscellaneous amusement & recreation • Nevada
EXHIBIT 10.36 AGREEMENT OF PURCHASE AND SALE SUN INTERNATIONAL NORTH AMERICA, INC., SELLERAgreement of Purchase and Sale • March 30th, 1998 • Showboat Inc • Services-miscellaneous amusement & recreation • New Jersey
EXHIBIT 10.37 WHEN RECORDED, RETURN TO: Attention: Mark M. Leskiw, L.A. Latham & Watkins 885 Third Avenue, Suite 1000 New York, New York 10022 MORTGAGE AND SECURITY AGREEMENT THIS MORTGAGE AND SECURITY AGREEMENT (this "Mortgage") is made as of the...Mortgage and Security Agreement • March 30th, 1998 • Showboat Inc • Services-miscellaneous amusement & recreation • New York
1. SCOPE, INTENT AND BINDING NATURE 6 OF THIS AGREEMENT 2. LANDS AFFECTED 8 3. TRACT 1 DEVELOPMENT 9 (A) Tract 1/Phase I Tower 9 (B) 80' FT. EASEMENT 11 4. TRACT 2 11 5. TRACT 3 14 6. PARCEL 11 16 7. PARCEL 15 17 8. TIMING OF CONVEYANCES/TAXES 19 9....Tri-Party Agreement • March 19th, 1996 • Showboat Inc • Services-miscellaneous amusement & recreation • New Jersey
3. REPRESENTATIONS AND WARRANTIES 14 SECTION 3.01. CORPORATE EXISTENCE AND POWER 15 SECTION 3.02. CORPORATE AUTHORITY AND NO 15 VIOLATION SECTION 3.03. GOVERNMENTAL APPROVAL 15 SECTION 3.04. FINANCIAL CONDITION 16 SECTION 3.05. NO MATERIAL ADVERSE...Loan and Guaranty Agreement • March 19th, 1996 • Showboat Inc • Services-miscellaneous amusement & recreation • Nevada
By:_______________________ By:______________________ Its:______________________ Its:_____________________ EXHIBIT A (Legal description of the Property and the Premises, as those terms are defined in the Lease) SECOND AMENDMENT TO LEASE AND DEVELOPMENT...Lease and Development Agreement • March 28th, 1997 • Showboat Inc • Services-miscellaneous amusement & recreation
EXHIBIT 10.05 GUARANTEE OF MINIMUM RENT FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, and to induce the ST. LOUIS COUNTY PORT AUTHORITY, a public body corporate and politic of the State of Missouri ("Landlord") to enter into...Guarantee of Minimum Rent • October 27th, 1995 • Showboat Inc • Services-miscellaneous amusement & recreation
EXHIBIT 10.38 PARENT SERVICES SUPPORT AGREEMENT This Parent Services Support Agreement (this "Agreement") is made as of the ____ day of May 1997, by and between Showboat, Inc., a Nevada corporation ("SI") and Showboat Operating Company, a Nevada...Parent Services Support Agreement • March 30th, 1998 • Showboat Inc • Services-miscellaneous amusement & recreation • Nevada
EHIBIT 10.03 LEASE AND DEVELOPMENT AGREEMENT THIS LEASE AND DEVELOPMENT AGREEMENT (the "Lease") is made and entered into as of this 13 day of October, 1995 (the "Effective Date"), by and between the ST. LOUIS COUNTY PORT AUTHORITY, a public body...Lease and Development Agreement • October 27th, 1995 • Showboat Inc • Services-miscellaneous amusement & recreation • Missouri
EXHIBIT 10.06 GUARANTEE OF COMPLETION This GUARANTEE OF COMPLETION ("Completion Guarantee") is made this 13 day of October, in favor of the St. Louis County Port Authority, a public body corporate and politic of the State of Missouri ("Landlord")....Guarantee of Completion • October 27th, 1995 • Showboat Inc • Services-miscellaneous amusement & recreation
EXHIBIT 10.04 ESCROW AGREEMENT THIS ESCROW AGREEMENT (the "Agreement") is made, entered into, and effective as of this 13 day of October, 1995 (the "Effective Date"), by and between the ST. LOUIS COUNTY PORT AUTHORITY, a public body corporate and...Escrow Agreement • October 27th, 1995 • Showboat Inc • Services-miscellaneous amusement & recreation
RECITALSIn Pari Passu Assignment of Leases and Rents • March 30th, 1998 • Showboat Inc • Services-miscellaneous amusement & recreation
