CIRCUS AND ELDORADO JOINT VENTURE SILVER LEGACY CAPITAL CORP.Indenture • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels • New York
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels • Nevada
THIS INTERCREDITOR AGREEMENT (“Agreement”), dated as of March 5, 2002, is entered into by and among BANK OF AMERICA, N.A., as Administrative Agent for the Lenders under the Credit Agreement referred to below, THE BANK OF NEW YORK as Trustee for the Noteholders referred to below (the “Trustee”), CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general partnership (“Borrower”), and SILVER LEGACY CAPITAL CORP., a Nevada corporation (“Capital”, and together with Borrower, “Debtors”). All capitalized terms not otherwise defined herein shall have the meaning set forth in the Credit Agreement (defined below).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 5, 2002 among CIRCUS AND ELDORADO JOINT VENTURE, as Borrower, the Lenders described herein, and BANK OF AMERICA, N.A., as Administrative Agent BANC OF AMERICA SECURITIES LLC as Sole...Credit Agreement • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels • Nevada
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is dated as of March 5, 2002 and entered into by and among CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general partnership (“Borrower”), the financial institutions listed on the signature pages hereof (each individually referred to herein as a “Lender” and collectively as “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (“Administrative Agent”) with reference to the following facts.
RECORDING REQUESTED BY: APN Number: 007-291-25Assignment of Rents and Revenues • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels
GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels • Nevada
This GUARANTOR SECURITY AGREEMENT (this “Agreement”) is dated as of March 5, 2002 and entered into by and between SILVER LEGACY CAPITAL CORP., a Nevada corporation (“Grantor”), and BANK OF AMERICA, N.A. (“Administrative Agent”) as agent for and representative of (in such capacity herein called “Secured Party”) the financial institutions (“Lenders”) party to the Credit Agreement (as hereinafter defined) (“Secured Party”).
SECURITY AGREEMENTSecurity Agreement • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels • Nevada
This SECURITY AGREEMENT (this “Agreement”) is dated as of March 5, 2002 and entered into by and between CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general partnership (“Partnership” and in its capacity hereunder “Grantor”), SILVER LEGACY CAPITAL CORP., a Nevada corporation (“Capital” and in its capacity hereunder “Grantor” and together with Partnership “Grantors”), for the benefit of THE BANK OF NEW YORK, as trustee (in such capacity herein called “Secured Party”) under that certain Indenture dated as of March 5, 2002 (the “Indenture”) with respect to the 10 1/8% Mortgage Notes due 2012 (the “Notes”) issued and to be issued by Grantors.
SECOND AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels • Nevada
This SECOND AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”) is dated as of March 5, 2002 and entered into by and between CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general partnership (“Grantor”), and BANK OF AMERICA, N.A. (“Administrative Agent”) as agent for and representative of (in such capacity herein called “Secured Party”) the financial institutions (“Lenders”) party to the Credit Agreement (as hereinafter defined) (“Secured Party”).
AND WHEN RECORDED MAIL TO: 077-293-19Assignment of Rents and Revenues • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels
COLLATERAL ACCOUNT AGREEMENTCollateral Account Agreement • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels • Nevada
This COLLATERAL ACCOUNT AGREEMENT (this “Agreement”) is dated as of March 5, 2002 and entered into by and between CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general partnership (the “Partnership”), SILVER LEGACY CAPITAL CORP., a Nevada Corporation (“Capital” and together with the Partnership, the “Pledgors”), and THE BANK OF NEW YORK, as trustee (in such capacity herein called “Secured Party”) under that certain Indenture dated as of March 5, 2002 (the “Indenture”) with respect to the 10 1/8% Mortgage Notes due 2012 (the “Notes”) issued and to be issued by Pledgors.
ContractIntercreditor Agreement • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels • Nevada
THE LIENS GRANTED PURSUANT TO THIS INSTRUMENT ARE SUBJECT AND SUBORDINATE TO THE LIENS GRANTED TO BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT, PURSUANT TO AN INTERCREDITOR AGREEMENT DATED AS OF MARCH 5, 2002 WITH BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT (THE “INTERCREDITOR AGREEMENT”).
GUARANTYGuaranty • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels • Nevada
This GUARANTY (this “Guaranty”), dated as of March 5, 2002, is made by Silver Legacy Capital Corp., a Nevada corporation (“Guarantor”), in favor of Bank of America, N.A., as Administrative Agent (the “Administrative Agent”) under the Credit Agreement referred to below, and each of the lenders that are party to such Credit Agreement (each a “Lender” and collectively, the “Lenders”), with reference to the following facts:
AMENDED AND RESTATED AGREEMENT OF JOINT VENTURE OF CIRCUS AND ELDORADO JOINT VENTUREJoint Venture Agreement • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels • Nevada
This Amended and Restated Agreement (this "Agreement") of Joint Venture of Circus and Eldorado Joint Venture (the "Joint Venture") as originally executed as of March 1, 1994 (the "Original Agreement"), is amended and restated effective as of the 1st day of January, 2001, by and between ELDORADO LIMITED LIABILITY COMPANY ("E"), a Nevada limited liability company owned and controlled by ELDORADO RESORTS LLC, a [Nevada] limited liability company ("ERLLC"), and GALLEON, INC., a Nevada corporation ("C"), owned and controlled by MANDALAY RESORT GROUP, a Nevada corporation ("MRG"), pursuant to the provisions of the Nevada Uniform Partnership Act, on the following terms and conditions. This Agreement amends, restates and supercedes the Original Agreement in its entirety.
SECOND AMENDED AND RESTATED COLLATERAL ACCOUNT AGREEMENTCollateral Account Agreement • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels • Nevada
This SECOND AMENDED AND RESTATED COLLATERAL ACCOUNT AGREEMENT (this “Agreement”) is dated as of March 5, 2002 and entered into by and between CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general partnership (“Pledgor”), and BANK OF AMERICA, N.A. as agent for and representative of (in such capacity herein called “Secured Party”) the financial institutions (“Lenders”) party to the Credit Agreement (as hereinafter defined) (“Secured Party”).
ENVIRONMENTAL INDEMNITYEnvironmental Indemnity • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels
THIS ENVIRONMENTAL INDEMNITY (this “Indemnity”) is entered into as of March 5, 2002, by CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general partnership (the “Partnership”), and SILVER LEGACY CAPITAL CORP., a Nevada corporation (“Capital,” and together with the Partnership, collectively, the “Indemnitors” and each, individually, an “Indemnitor”), to and for the benefit of the Trustee and the Holders (each as defined below), and each of their respective successors, and assigns, and their respective parents, subsidiaries and affiliated corporations, and the respective directors, officers, agents, attorneys, and employees of each of the foregoing (each of which shall be referred to hereinafter individually as an “Indemnitee” and collectively as the “Indemnitees”). As used herein, “Trustee” means The Bank of New York, acting in its capacity as Indenture Trustee for the benefit of and the Holders, and any successor in that capacity, and “Holders” means the Persons identified as “Holders” and
Recording requested by: APN Number: 007-291-25Construction Deed of Trust • March 29th, 2002 • Eldorado Resorts LLC • Hotels & motels • Nevada
