EXHIBIT 10.96
SAHARA LAS VEGAS CORP.
TRANCHE B-1 NOTE DUE DECEMBER 15, 1999
November 26, 1997
$5,000,000 Los Angeles, California
THIS NOTE MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT AS PERMITTED BY THIS LEGEND. TRANSFERS OF THIS NOTE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE NOTE PURCHASE AGREEMENT REFERENCED BELOW,
AND THIS NOTE IS ALSO SUBJECT TO THE INTERCREDITOR AGREEMENT DATED AS OF
NOVEMBER 25, 1997 BY AND AMONG SUNAMERICA LIFE INSURANCE COMPANY,
SUNAMERICA, INC., AND CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, AS
SUCH NOTE PURCHASE AGREEMENT AND INTERCREDITOR AGREEMENT, AS THE CASE MAY
BE, MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME.
THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS NOTE, REPRESENTS, ACKNOWLEDGES
AND AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER
THIS NOTE EXCEPT IN COMPLIANCE WITH SUCH NOTE PURCHASE AGREEMENT AND
INTERCREDITOR AGREEMENT.
FOR VALUE RECEIVED, the undersigned, SAHARA LAS VEGAS CORP. (herein
called the "Company"), a corporation organized and existing under the laws of
the State of Nevada, hereby promises to pay to OKGBD & Co., as nominee for
SUNAMERICA LIFE INSURANCE COMPANY or registered assigns ("Holder"), the
principal sum of FIVE MILLION DOLLARS ($5,000,000) on December 15, 1999 with
interest (computed on the basis of a 360-day year of twelve 30-day months) on
the unpaid balance thereof at 13.25% per annum from the date hereof, payable
semi-annually on June 20 and December 20, commencing on December 20, 1997 and
the stated maturity of this Note, and, to the extent permitted by law, upon the
occurrence of and continuation of an Event of Default (as defined in the Note
Purchase Agreement), interest, payable, on demand, at a rate per annum from time
to time equal to 2% per annum above the interest rate specified above. In
addition to interest as set forth herein, if any payment of principal and/or
interest or any other amount payable hereunder or under the other Basic
Documents (as defined in the Note Purchase Agreement) is not paid when due,
Company shall pay to each Holder, on demand, a late charge of five cents ($0.05)
for each dollar so overdue in order to compensate such Holder for its loss of
the timely use of the money and frustration of such Holder in the meeting of its
financial commitments. Nothing contained herein shall constitute an extension
of any due date for, or a waiver of any obligation to pay, any amounts payable
hereunder or under the other Basic Documents.
1
Payments of principal of, interest on and late charges with respect to
this Note are to be made in lawful money of the United States of America as
provided in the Note Purchase Agreement referred to below.
This Note is one of the Tranche B Notes (herein called the "Notes")
issued pursuant to the Second Amended and Restated Note Purchase Agreement,
dated as of November 25, 1997 (as from time to time amended, modified or
otherwise supplemented, the "Note Purchase Agreement"), among the Company, Santa
Fe Gaming Corporation, SunAmerica Life Insurance Company, as Collateral Agent,
and the Holders party thereto and is entitled to the benefits thereof. Each
holder of this Note will be deemed, by its acceptance hereof, to have made the
representation set forth in Section 2.9 of the Note Purchase Agreement.
This Note, together with the other notes issued pursuant to the Note
Purchase Agreement, are secured by the Deeds of Trust, the Company Security
Agreement and certain other Basic Documents (as such terms are defined in the
Note Purchase Agreement) and is guaranteed by the Guaranties (as such term is
defined in the Note Purchase Agreement).
This Note is a registered Note and, as provided in the Note Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such xxxxxx's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.
The Company will make required prepayments of principal on the dates
and in the amounts specified in the Note Purchase Agreement. This Note is also
subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement.
If an Event of Default, as defined in the Note Purchase Agreement,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price and with the effect
provided in the Note Purchase Agreement.
2
This Note shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of Nevada
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.
SAHARA LAS VEGAS CORP.
By: Xxxxxx X. Land
_______________________________
Title: Treasurer & Asst. Secretary
____________________________
S-1
OPTION OF HOLDER TO ELECT REPURCHASE
If you want to elect to have this Note purchased by Company pursuant
to Section 2.5C(v) of the Note Purchase Agreement, check the box: [_]
---------------
If you want to elect to have only part of this Note purchased by
Company pursuant to Section 2.5C(v) of the Note Purchase Agreement, state the
---------------
amount (which must be $1,000 or an integral multiple of $1,000):
$
____________________
Date: Signature:
___________________ _____________________________
(Sign exactly as your name
appears on the other side of
this Note)
Signature Guarantee:
SAHARA LAS VEGAS CORP.
TRANCHE B-2 NOTE DUE DECEMBER 15, 1999
November 26, 1997
$15,500,000 Los Angeles, California
THIS NOTE MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT AS PERMITTED BY THIS LEGEND. TRANSFERS OF THIS NOTE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE NOTE PURCHASE AGREEMENT REFERENCED BELOW,
AND THIS NOTE IS ALSO SUBJECT TO THE INTERCREDITOR AGREEMENT DATED AS OF
NOVEMBER 25, 1997 BY AND AMONG SUNAMERICA LIFE INSURANCE COMPANY,
SUNAMERICA, INC., AND CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, AS
SUCH NOTE PURCHASE AGREEMENT AND INTERCREDITOR AGREEMENT, AS THE CASE MAY
BE, MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME.
THE HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS NOTE, REPRESENTS, ACKNOWLEDGES
AND AGREES THAT IT WILL NOT REOFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER
THIS NOTE EXCEPT IN COMPLIANCE WITH SUCH NOTE PURCHASE AGREEMENT AND
INTERCREDITOR AGREEMENT.
FOR VALUE RECEIVED, the undersigned, SAHARA LAS VEGAS CORP. (herein
called the "Company"), a corporation organized and existing under the laws of
the State of Nevada, hereby promises to pay to OKGBD & Co., as nominee for
SUNAMERICA LIFE INSURANCE COMPANY or registered assigns ("Holder"), the
principal sum of FIFTEEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($15,500,000) on
December 15, 1999 with interest (computed on the basis of a 360-day year of
twelve 30-day months) on the unpaid balance thereof at 13.25% per annum from the
date hereof, payable semi-annually on June 20 and December 20, commencing on
December 20, 1997 and the stated maturity of this Note, and, to the extent
permitted by law, upon the occurrence of and continuation of an Event of Default
(as defined in the Note Purchase Agreement), interest, payable, on demand, at a
rate per annum from time to time equal to 2% per annum above the interest rate
specified above. In addition to interest as set forth herein, if any payment of
principal and/or interest or any other amount payable hereunder or under the
other Basic Documents (as defined in the Note Purchase Agreement) is not paid
when due, Company shall pay to each Holder, on demand, a late charge of five
cents ($0.05) for each dollar so overdue in order to compensate such Holder for
its loss of the timely use of the money and frustration of such Holder in the
meeting of its financial commitments. Nothing contained herein shall constitute
an extension of any due date for, or a waiver of any obligation to pay, any
amounts payable hereunder or under the other Basic Documents.
1
Payments of principal of, interest on and late charges with respect to
this Note are to be made in lawful money of the United States of America as
provided in the Note Purchase Agreement referred to below.
This Note is one of the Tranche B Notes (herein called the "Notes")
issued pursuant to the Second Amended and Restated Note Purchase Agreement,
dated as of November 25, 1997 (as from time to time amended, modified or
otherwise supplemented, the "Note Purchase Agreement"), among the Company, Santa
Fe Gaming Corporation, SunAmerica Life Insurance Company, as Collateral Agent,
and the Holders party thereto and is entitled to the benefits thereof. Each
holder of this Note will be deemed, by its acceptance hereof, to have made the
representation set forth in Section 2.9 of the Note Purchase Agreement.
This Note, together with the other notes issued pursuant to the Note
Purchase Agreement, are secured by the Deeds of Trust, the Company Security
Agreement and certain other Basic Documents (as such terms are defined in the
Note Purchase Agreement) and is guaranteed by the Guaranties (as such term is
defined in the Note Purchase Agreement).
This Note is a registered Note and, as provided in the Note Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such xxxxxx's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.
The Company will make required prepayments of principal on the dates
and in the amounts specified in the Note Purchase Agreement. This Note is also
subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement.
If an Event of Default, as defined in the Note Purchase Agreement,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price and with the effect
provided in the Note Purchase Agreement.
2
This Note shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of Nevada
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.
SAHARA LAS VEGAS CORP.
By: Xxxxxx X. Land
________________________________
Title: Treasurer & Asst. Secretary
_____________________________
S-1
OPTION OF HOLDER TO ELECT REPURCHASE
If you want to elect to have this Note purchased by Company pursuant
to Section 2.5C(v) of the Note Purchase Agreement, check the box: [_]
---------------
If you want to elect to have only part of this Note purchased by
Company pursuant to Section 2.5C(v) of the Note Purchase Agreement, state the
---------------
amount (which must be $1,000 or an integral multiple of $1,000):
$
____________________
Date: Signature:
___________________ _____________________________
(Sign exactly as your name
appears on the other side of
this Note)
Signature Guarantee:
