GUARANTYGuaranty • August 10th, 2004 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation • Nevada
THIS GUARANTY (this "Guaranty"), dated as of June 10, 2004, is hereby jointly and severally made by each of the Persons listed on the signature pages hereto, together with each other Person who may become a party hereto pursuant to Section 16 of this Guaranty (collectively, "Guarantor") in favor of BANK OF AMERICA, N.A., as Administrative Agent ("Administrative Agent"), for the benefit of itself and each Lender (and their successors and assigns) party to the Credit Agreement referred to below with reference to the following facts:
ASSET PURCHASE AND SALE AGREEMENTAsset Purchase and Sale Agreement • August 10th, 2004 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation • Missouri
THIS ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the Twentieth day of July, 2004 (“Effective Date”), by and between Mark Twain Casino, L.L.C., a Missouri limited liability company (“Seller”) and Herbst Gaming, Inc., a Nevada corporation, or its permitted designee (“Buyer”).
DEPOSIT ESCROW AGREEMENTDeposit Escrow Agreement • August 10th, 2004 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation • Arizona
This DEPOSIT ESCROW AGREEMENT (“Escrow Agreement”) is entered into as of this 20th day of July, 2004 by and between St. Joseph Riverboat Partners, a Missouri general partnership (together with its respective affiliates, “Seller”) and Herbst Gaming, Inc., a Nevada corporation, (“Buyer”) and Lawyers Title of Arizona (“Escrow Agent”).
CREDIT AGREEMENTCredit Agreement • August 10th, 2004 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation • Nevada
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 10, 2004, among HERBST GAMING, INC., a Nevada corporation (the “Borrower”), each lender listed on the signature pages hereto or which from time to time becomes a party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
REGISTRATION RIGHTS AGREEMENT by and among HERBST GAMING, INC., and THE GUARANTORS SIGNATORIES HERETO and LEHMAN BROTHERS INC. BANC OF AMERICA SECURITIES LLC PIPER JAFFRAY & CO. WELLS FARGO SECURITIES, LLC COMERICA SECURITIES, INC. Dated as of June...Registration Rights Agreement • August 10th, 2004 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of June 11, 2004, by and among Herbst Gaming, Inc., a Nevada corporation (the "Company"), certain subsidiaries of the Company listed on the signature pages hereto (collectively, the "Guarantors"), and Lehman Brothers Inc., Banc of America Securities LLC, Piper Jaffray & Co., Wells Fargo Securities, LLC and Comerica Securities, Inc. (collectively, the "Initial Purchasers"), who have agreed to purchase the Company's 81/8% Senior Subordinated Notes due 2012 (the "Series A Notes") pursuant to the Purchase Agreement (as defined below).
FORM OF INDEMNITY ESCROW AGREEMENTIndemnity Escrow Agreement • August 10th, 2004 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation • Arizona
This INDEMNITY ESCROW AGREEMENT (this “Escrow Agreement”) is entered into as of this day of July, 2004 by and between Southern Iowa Gaming Co., an Iowa corporation, St. Joseph Riverboat Partners, a Missouri general partnership and Mark Twain Casino, L.L.C., a Missouri limited liability company (collectively, and together with their respective affiliates, “Seller”), Herbst Gaming, Inc., a Nevada corporation, (together with its affiliates, “Buyer”) and Lawyers Title of Arizona (“Escrow Agent”).
160,000,000 HERBST GAMING, INC. 81/8% Senior Subordinated Notes due 2012 PURCHASE AGREEMENTPurchase Agreement • August 10th, 2004 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation • New York
Herbst Gaming, Inc., a Nevada corporation (the "Company"), proposes, upon the terms and considerations set forth herein, to issue and sell to you (the "Initial Purchasers"), $160,000,000 in aggregate principal amount of its 81/8% Senior Subordinated Notes due 2012 (the "Series A Notes"). The Series A Notes (i) will have terms and provisions that are summarized in the Offering Memorandum (as defined herein) and (ii) are to be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date (as defined herein), to be entered into among the Company, the Subsidiary Guarantors (as defined herein) and U.S. Bank National Association, as trustee (the "Trustee"). The Company's obligations under the Series A Notes, including the due and punctual payment of interest on the Series A Notes, will be unconditionally jointly and severally guaranteed (the "Series A Guarantees" and, together with the Series B Guarantees (as defined herein), the "Subsidiary Guarantees") by E-T-T, Inc
FORM OF TERM NOTETerm Note • August 10th, 2004 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation
Reference is made to the Credit Agreement dated as of June 10, 2004, by and among the undersigned, as Borrower, the Lenders which are parties thereto from time to time and , as Administrative Agent (“Administrative Agent”) (as amended, extended, renewed, supplemented or otherwise modified from time to time, the “Credit Agreement”). Terms defined in the Credit Agreement and not otherwise defined herein are used herein with the meanings given those terms in the Credit Agreement. This is one of the Term Notes referred to in the Credit Agreement, and any holder hereof is entitled to all of the rights, remedies, benefits and privileges provided for in the Credit Agreement as originally executed or as it may from time to time be supplemented, modified or amended. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events upon the terms and conditions therein specified.
SECURITY AGREEMENTSecurity Agreement • August 10th, 2004 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation • Nevada
This SECURITY AGREEMENT ("Agreement") dated as of June 10, 2004, is made by the Persons listed on the signature pages hereto together with each of the Persons who may become a party hereto pursuant to Section 14 hereof, and each of them, jointly and severally, as Grantors (each a "Grantor" and collectively "Grantors") in favor of Bank of America, N.A., as the Administrative Agent ("Administrative Agent") under the Credit Agreement referred to below for the ratable benefit of each of the lenders which are parties to the Credit Agreement from time to time (collectively, the "Lenders" and individually, a "Lender"), as Secured Party, with reference to the following facts:
