ContractGuaranty • March 31st, 2003 • Coast Hotels & Casinos Inc • Hotels & motels
GUARANTY This GUARANTY (“Guaranty”), dated as of March 28, 2003, is made by Coast Casinos, Inc., a Nevada corporation (“Guarantor”), in favor of Bank of America, N.A. (the “Bank”), with reference to the following facts: RECITALS A. Pursuant to the Bridge Loan Agreement dated as of March 28, 2003 by and among Coast Hotels and Casinos, Inc., a Nevada corporation (the “Borrower”), Bank of America, N.A. (the “Bank”) (as such agreement may from time to time be extended, modified, renewed, restated, supplemented or amended, the “Loan Agreement”), the Bank is making a credit facility available to Borrower. B. As a condition to the availability of that credit facility, Guarantor is required to enter into this Guaranty and to guaranty the Guarantied Obligations as hereinafter provided. C. Guarantor expects to realize direct and indirect benefits as the result of the availability of the aforementioned credit facility to Borrower. AGREEMENT NOW, THEREFORE, in order to induce the Bank to extend th
ContractProperty Purchase Agreement and Escrow Instructions • March 31st, 2003 • Coast Hotels & Casinos Inc • Hotels & motels
FIRST AMENDMENT TO PROPERTY PURCHASE AGREEMENT and ESCROW INSTRUCTIONS THIS FIRST AMENDMENT TO PROPERTY PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS (hereinafter referred to as this “Amendment”) is dated and made effective as of May 15, 2002 and is made and entered into by and between COAST HOTELS AND CASINOS, INC., a Nevada corporation (“BUYER”), SOUTH LAS VEGAS, LLC, a Delaware limited-liability company (“SELLER”) and GREENPARK GROUP, LLC, a Delaware limited-liability company (“GREENPARK”). W I T N E S S E T H: WHEREAS, BUYER, SELLER and GREENPARK are parties to a document entitled “Property Purchase Agreement and Escrow Instructions” dated and made effective as of October 26, 2001 relative to real property located in the Northeast Quarter (NE 1/4) of Section 29, Township 22 South, Range 61 East, M.D.B. & M in Clark County, Nevada, which document is herein referred to as the “Agreement”; and WHEREAS, BUYER, SELLER and GREENPARK desire to amend the Agreement as provided herein, NOW, THE
ContractLoan Agreement • March 31st, 2003 • Coast Hotels & Casinos Inc • Hotels & motels
AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AGREEMENT This Amendment No. 1 to Amended and Restated Loan Agreement dated as of December 1, 2001 (“Amendment”) is entered into with reference to the Amended and Restated Loan Agreement dated as of September 16, 1999 among Coast Hotels and Casinos, Inc., a Nevada corporation (“Borrower”), the Lenders named therein, and Bank of America, N.A., as Administrative Agent (as amended, the “Loan Agreement”). Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Loan Agreement. The Administrative Agent, acting with the consent of the Requisite Lenders under the Loan Agreement and Borrower hereby agree to amend the Loan Agreement as follows: 1. Capital Expenditures — Section 6.15(a), (e) and (e). Section 6.15 (a), (b) and (e) of the Loan Agreement are hereby amended to read in full as follows:
ContractProperty Purchase Agreement and Escrow Instructions • March 31st, 2003 • Coast Hotels & Casinos Inc • Hotels & motels
PROPERTY PURCHASE AGREEMENT and ESCROW INSTRUCTIONS THIS DOCUMENT (hereinafter referred to as this “Agreement”) is dated and made effective as of October 26, 2001 and is made and entered into by and between SOUTH LAS VEGAS, LLC, a Delaware limited-liability company (“SELLER”); GREENPARK GROUP, LLC, a Delaware limited-liability company (“GREENPARK”); COAST HOTELS AND CASINOS, INC., a Nevada corporation (“BUYER”); UNITED TITLE OF NEVADA, INC., a Nevada corporation (“ESCROW AGENT”); and CB RICHARD ELLIS, INC., a Nevada corporation (“BROKER”). W I T N E S S E T H: WHEREAS, SELLER owns the real property described as Parcels One (1) through Twenty-five (25), inclusive, in Exhibit “A” attached hereto and by this reference incorporated herein, which real property, including and together with (i) all real property improvements located thereon, (ii) all appurtenances thereto, (iii) all rights, entitlements, interests and benefits relating thereto, (iv) the interest of SELLER in any streets, road
ContractAircraft Security Agreement • March 31st, 2003 • Coast Hotels & Casinos Inc • Hotels & motels
Aircraft Security Agreement For Aircraft Loans, except Inventory Loans, in all States. This form is subject to State legal requirements. 1. Grant of Security Interest; Description of Collateral. The undersigned Debtor, meaning all Debtors jointly and severally (“Debtor”), to secure payment of the indebtedness evidenced hereby to the below named Secured Party, its successors and assigns (“Secured Party”), hereby grants to Secured Party a security interest in the following-described aircraft, engine(s), propeller(s) and equipment, together with all attachments, replacements, substitutions, additions, proceeds, and all log books, hereinafter referred to as “Collateral”:
ContractLoan Agreement • March 31st, 2003 • Coast Hotels & Casinos Inc • Hotels & motels
AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of December 10, 2002, is entered into by and between Coast Hotels and Casinos, Inc., a Nevada corporation (“Borrower”) and Bank of America, N.A. as Administrative Agent (“Agent”) for itself and for the other Lenders. RECITALS A. Borrower, Agent and the Lenders are parties to that certain Amended and Restated Loan Agreement, dated as of September 16, 1999 (as amended, the “Loan Agreement”). B. Borrower has financed the acquisition of an Aircraft with the proceeds of Loans made under the Loan Agreement and wishes to incur Indebtedness outside of the Loan Agreement (the “Aircraft Loan”), the proceeds of which are to be used solely to refinance such Loans. Borrower has requested that the Agent and the Lenders permit the Aircraft Loan as Refinanced Purchase Money Indebtedness (as hereinafter defined) under Section 6.10(c) of the Loan Agreement. C. B
ContractLoan Agreement • March 31st, 2003 • Coast Hotels & Casinos Inc • Hotels & motels
AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of February 26, 2003, is entered into by and between Coast Hotels and Casinos, Inc., a Nevada corporation (“Borrower”) and Bank of America, N.A. as Administrative Agent (the “Agent”) for itself and for the other Lenders, with reference to the Amended and Restated Loan Agreement, dated as of September 16, 1999 (as amended, the “Loan Agreement”) among Borrower, the Agent and the Lenders. The parties hereby agree as follows: 1. Defined Terms. Any and all initially capitalized terms set forth without definition in this Amendment (including, without limitation, in the recitals hereto) shall have the respective meanings ascribed thereto in the Loan Agreement. 2. Section 6.9 (Negative Pledge). Section 6.9(f) of the Loan Agreement is amended to read in full as follows:
ContractPurchase Agreement • March 31st, 2003 • Coast Hotels & Casinos Inc • Hotels & motels • Nevada
PURCHASE AGREEMENT Parties. The parties to this Purchase Agreement (“Agreement”) are Nevada Power Company (“SELLER”) and Coast Hotels and Casinos, Inc. (“PURCHASER”) (collectively the SELLER and the PURCHASER are referred to as the “Parties”). Terms. In consideration of the mutual terms and conditions set forth herein, the Parties agree as follows: 1. Property. SELLER agrees to sell to PURCHASER, and PURCHASER agrees to purchase from SELLER, the real property described in Exhibit “A” (the “Property”). 2. Purchase Price. The purchase price for the Property, including the Deposit, shall be twenty million, seven hundred thousand dollars ($20,700,000) (the “Purchase Price”). This Purchase Price shall be subject to Section 33 herein. 3. Earnest Money Deposit. Within three (3) business days after the Effective Date of this Agreement (as defined in Section 34), PURCHASER shall deposit the sum of five hundred thousand dollars ($500,000.00) as an earnest money deposit with Nevada Title Company,
