SENIOR SECURED NOTE SECURITY AGREEMENT Dated as of March 29, 2005Security Agreement • May 13th, 2005 • 155 East Tropicana, LLC • New York
This SENIOR SECURED NOTE SECURITY AGREEMENT, dated as of March 29, 2005 (this “Agreement”), is among (i) 155 East Tropicana, LLC, a Nevada limited-liability company (“155 East Tropicana”) and 155 East Tropicana Finance Corp., a Nevada corporation (“155 East Tropicana Finance”, and together with 155 East Tropicana, the “Issuers”), (ii) each Additional Grantor that from time to time becomes a party by executing a Security Agreement Supplement (together with the Issuers, the “Grantors”), and (iii) The Bank of New York Trust Company, N.A., as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).
CREDIT AGREEMENT by and among 155 EAST TROPICANA, LLC and EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, INC. as the Arranger and Administrative...Credit Agreement • May 13th, 2005 • 155 East Tropicana, LLC • New York
PARENT PLEDGE AGREEMENTPledge Agreement • May 13th, 2005 • 155 East Tropicana, LLC • New York
This PARENT PLEDGE AGREEMENT (this “Agreement”) is made this 29th day of March, 2005, among FLORIDA HOOTERS LLC, a Nevada limited liability company (“Florida Hooters”), EW COMMON LLC, a Nevada limited liability company (“EW Common”; Florida Hooters and EW Common collectively, jointly and severally, “Pledgors” and each individually “Pledgor”), and WELLS FARGO FOOTHILL, INC., in its capacity as administrative agent for the Lender Group and the Bank Product Provider (together with its successors, “Agent”).
PARENT PLEDGE AGREEMENTPledge Agreement • May 13th, 2005 • 155 East Tropicana, LLC • New York
This PARENT PLEDGE AGREEMENT (this “Agreement”) is made this 29th day of March, 2005, among Florida Hooters LLC, a Nevada limited-liability company (“Florida Hooters”), and EW Common LLC, a Nevada limited-liability company (“EW Common” and, together with Florida Hooters, the “Pledgors” and each individually “Pledgor”), and The Bank of New York Trust Company, N.A., in its capacity as Collateral Agent (together with its successors, “Agent”).
CONTROL AGREEMENTControl Agreement • May 13th, 2005 • 155 East Tropicana, LLC • New York
This Collateral Account Control Agreement (this "Control Agreement") dated as of March 29, 2005 among 155 East Tropicana, LLC (the "Grantor"), The Bank of New York Trust Company, N.A. as Trustee for the benefit of the Holders, in such capacity, (the "Secured Party") and The Bank of New York Trust Company, N.A. in its capacity as both a "securities intermediary" as defined in Section 8-102 of the UCC and a "bank" as defined in Section 9-102 of the UCC (in such capacities, the "Financial Institution"). Capitalized terms used but not defined herein shall have the meaning assigned in the Senior Secured Note Security Agreement, dated as of March 29, 2005, between the Grantor and the Secured Party (the "Security Agreement"). All references herein to the "UCC" shall mean the Uniform Commercial Code as in effect in the State of New York.
Consent to Collateral Assignment of ContractConsent to Collateral Assignment of Contract • May 13th, 2005 • 155 East Tropicana, LLC • New York
THIS CONTRACTING PARTY’S CONSENT TO COLLATERAL ASSIGNMENT OF CONTRACT (the “Consent”) is made as of March 29, 2004, by The PENTA Building Group, Inc. (“Contracting Party”), whose address is 7251 Amigo Street, Suite 220, Las Vegas, Nevada 89119, for the benefit of Wells Fargo Foothill, Inc., a California corporation, as arranger and administrative agent for the benefit of the Lenders (as defined below) (in such capacity, together with its successors and assigns in such capacity, “Agent”) having an office at 2450 Colorado Avenue, Suite 3000 West, Santa Monica, California 90404.
INTERCREDITOR AND LIEN SUBORDINATION AGREEMENTIntercreditor and Lien Subordination Agreement • May 13th, 2005 • 155 East Tropicana, LLC • New York
THIS INTERCREDITOR AND LIEN SUBORDINATION AGREEMENT dated as of March 29, 2005 (this “Agreement”) is made by and among WELLS FARGO FOOTHILL, INC., in its capacity as the arranger and administrative agent (in such capacity, together with it successors and assigns (if any) in such capacity, the “Original Agent”) under and pursuant to the Loan Agreement (as hereinafter defined), THE BANK OF NEW YORK TRUST COMPANY, N.A. (“BNY”), solely in its capacity as collateral agent under the Indenture Loan Documents (as hereinafter defined) (in such capacity, the “Collateral Agent”), 155 EAST TROPICANA, LLC, a Nevada limited liability company (“Tropicana”), and 155 EAST TROPICANA FINANCE CORP., a Nevada corporation (“Tropicana Finance”; Tropicana and Tropicana and Finance, are referred to hereinafter each individually as a “Borrower,” and individually and collectively, jointly and severally, as the “Borrowers”).
SECURITY AGREEMENTSecurity Agreement • May 13th, 2005 • 155 East Tropicana, LLC • New York
This SECURITY AGREEMENT (this “Agreement”) is made this 29th day of March, 2005, among Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO FOOTHILL, INC., in its capacity as administrative agent for the Lender Group and the Bank Product Provider (together with its successors, “Agent”).
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • May 13th, 2005 • 155 East Tropicana, LLC • New York
THIS INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”), dated as of March 29, 2005, is delivered by and among 155 EAST TROPICANA, LLC, a Nevada limited liability company (“155 LLC”), and 155 EAST TROPICANA FINANCE CORP., a Nevada corporation (“155 Corp.”; 155 LLC and 155 Corp. are referred to hereinafter each individually as an “Obligor”, and individually and collectively, jointly and severally, as the “Obligors”), in favor of WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the below defined Lenders (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), in light of the following:
SUBORDINATION AND ATTORNMENT AGREEMENT AND ESTOPPEL CERTIFICATESubordination and Attornment Agreement and Estoppel Certificate • May 13th, 2005 • 155 East Tropicana, LLC • Nevada
THIS SUBORDINATION AND ATTORNMENT AGREEMENT AND ESTOPPEL CERTIFICATE (this “Agreement”), made this 29th day of March, 2005, by and among WELLS FARGO FOOTHILL, INC., a California corporation, in its capacity as the arranger and administrative agent, its successors and assigns, as its interests may appear (“Agent”), EASTERN & WESTERN HOTEL CORPORATION, a Nevada corporation (“Tenant”), and 155 EAST TROPICANA, LLC, a Nevada limited liability company (“Landlord”).
AFFIRMATION AND ACKNOWLEDGEMENTAffirmation and Acknowledgement • May 13th, 2005 • 155 East Tropicana, LLC
THIS AFFIRMATION AND ACKNOWLEDGEMENT (“Instrument”) is dated March 9, 2005, and is given by Hooters Gaming Corporation, a Nevada corporation (“HGC”) and is acknowledged by 155 East Tropicana, LLC, a Nevada limited liability company (“Company”).
Title of Document OPERATING AGREEMENT Name of Limited Liability Company FLORIDA HOOTERS LLC Purpose OWNERSHIP OF MEMBERSHIP INTEREST IN 155 EAST TROPICANA, LLC, A NEVADA LIMITED LIABILITY COMPANY AND ALL LAWFUL ACTIVITIES RELATED THERETO Members...Operating Agreement • May 13th, 2005 • 155 East Tropicana, LLC
THIS OPERATING AGREEMENT is made as of July 30, 2004, by and among the members of FLORIDA HOOTERS LLC, a Nevada limited liability company (the “Company”), all of whom have signed this operating agreement.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • May 13th, 2005 • 155 East Tropicana, LLC • Nevada
This Trademark License Agreement (“Agreement”) is entered into this 11th day of March, 2005, by and between PETE & SHORTY’S, INC. a Florida Corporation, with its principal place of business located at 26133 US Hwy. 19 North, Suite 100 Clearwater, Florida 33763 (“P&S”), and 155 East Tropicana, LLC, a Nevada limited liability company, located at 115 E. Tropicana Avenue, Las Vegas, Nevada 89109 (“155”).
CONTROL AGREEMENT (Investment Property)Control Agreement • May 13th, 2005 • 155 East Tropicana, LLC • New York
This CONTROL AGREEMENT (this “Agreement”) is entered into as of March 29, 2005, among WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for certain lenders (in such capacity, together with its successor and assigns, if any, in such capacity, the “Agent”), FLORIDA HOOTERS LLC, a Nevada limited liability company (“Florida Hooters”), EW COMMON LLC, a Nevada limited liability company (“EW Common”; Florida Hooters and EW Common collectively, jointly and severally, “Pledgors” and each individually, “Pledgor”), and 155 EAST TROPICANA, LLC, a Nevada limited liability company (“Issuer”).
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • May 13th, 2005 • 155 East Tropicana, LLC
THIS SECOND AMENDMENT TO LICENSE AGREEMENT is entered into this 24th day of February, 2005, by and between HI LIMITED PARTNERSHIP, with its principal office located at 1815 The Exchange, Atlanta, Georgia 30339, hereinafter referred to as “LICENSOR” and HOOTERS GAMING CORPORATION, a Nevada corporation, with its principal offices located at 26133 U.S. Hwy. 19 North, Suite 100, Clearwater, Florida 33763, hereinafter referred to as “LICENSEE.”
AMENDED AND RESTATED CASINO LEASECasino Lease • May 13th, 2005 • 155 East Tropicana, LLC • Nevada
THIS AMENDED AND RESTATED CASINO LEASE (the “ Casino Lease”) is made and entered into as of March 9, 2005, by and between 155 EAST TROPICANA, LLC, a Nevada limited liability company (hereinafter referred to as “Landlord”), and EASTERN & WESTERN HOTEL CORPORATION, a Nevada corporation (hereinafter referred to as “Tenant”).
AMENDED AND RESTATED ASSIGNMENT AGREEMENTAssignment Agreement • May 13th, 2005 • 155 East Tropicana, LLC • Florida
THIS AMENDED AND RESTATED ASSIGNMENT AGREEMENT (the “Agreement”) is entered into on March 9, 2005 (the “Effective Date”) by Hooters Gaming Corporation, a Nevada corporation (hereinafter “HGC”), and Florida Hooters LLC, a Nevada limited liability company (hereinafter “Florida Hooters”).
AMENDED AND RESTATED HOTEL LEASEHotel Lease • May 13th, 2005 • 155 East Tropicana, LLC • Nevada
THIS AMENDED AND RESTATED HOTEL LEASE (“Hotel Lease”) is made and entered into as of March 9, 2005, by and between 155 East Tropicana, LLC, a Nevada limited liability company (“Landlord”), and Eastern & Western Hotel Corporation, a Nevada corporation (“Tenant”).
130,000,000 83/4% Senior Secured Notes due 2012 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2005 • 155 East Tropicana, LLC • New York
As an inducement to the Initial Purchasers to enter into the Purchase Agreement, each of the Issuers jointly and severally agrees with the Initial Purchasers, for the benefit of the holders of the Notes (as defined below) (including, without limitation, the Initial Purchasers), as follows:
AMENDED AND RESTATED ASSIGNMENT AGREEMENTAssignment Agreement • May 13th, 2005 • 155 East Tropicana, LLC • Florida
THIS AMENDED AND RESTATED ASSIGNMENT AGREEMENT (the “Agreement”) is dated March 9, 2005 (the “Effective Date”) by Florida Hooters LLC a Nevada limited liability company (hereinafter “Florida Hooters”), and 155 East Tropicana, LLC, a Nevada limited liability company (hereinafter “Company”).
SECURITIES ACCOUNT CONTROL AGREEMENT March 29, 2005Securities Account Control Agreement • May 13th, 2005 • 155 East Tropicana, LLC
Wells Fargo Foothill, Inc., a California corporation, whose address is 2450 Colorado Avenue, Suite 3000W, Santa Monica, CA 90404, Attention: Business Finance Division Manager (“Creditor”); 155 East Tropicana, LLC , whose address is 115 E. Tropicana, Las Vegas, NV 89109,, whose address is (“Entitlement Holder”); and Wells Fargo Brokerage Services, LLC, whose address is 608 2nd Avenue South, 10th Floor, MAC- N9303-104, Minneapolis, MN 55402-1916 Attention: John Riutzel, (“Securities Intermediary”); hereby agree as follows:
WHEN RECORDED MAIL TO:Assignment of Entitlements, Contracts, Rents and Revenues • May 13th, 2005 • 155 East Tropicana, LLC
GUARANTEE AND PLEDGE AGREEMENT between Eastern & Western Hotel Corporation and Wells Fargo Foothill, Inc., as Agent Dated as of March 29, 2005Guarantee and Pledge Agreement • May 13th, 2005 • 155 East Tropicana, LLC • New York
GUARANTEE AND PLEDGE AGREEMENT, dated as of March 29, 2005 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), between Eastern & Western Hotel Corporation, a Nevada corporation (the “Pledgor”), and Wells Fargo Foothill, Inc., in its capacity as administrative agent for the Lender Group and the Bank Product Provider (in such capacity, together with its successors and assigns in such capacity, the “Agent”), pursuant to that certain Credit Agreement dated as of March 29, 2005 (as amended, restated, supplemented or otherwise modified from time to time, including all schedules thereto, the “Credit Agreement”), by and among 155 East Tropicana, LLC (“155 LLC”), 155 East Tropicana Finance Corp. (“155 Corp.”; 155 LLC and 155 Corp. are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the lenders signatory thereto (such lenders, together with their respective successors and p
155 EAST TROPICANA, LLC 155 EAST TROPICANA FINANCE CORP. $130,000,000 8.750% Senior Secured Notes due 2012 PURCHASE AGREEMENTPurchase Agreement • May 13th, 2005 • 155 East Tropicana, LLC • New York
Unless otherwise indicated, capitalized terms not defined herein shall have the meanings set forth in the Purchase Agreement.
AMENDED AND RESTATED JOINT VENTURE AGREEMENTJoint Venture Agreement • May 13th, 2005 • 155 East Tropicana, LLC • Florida
This Amended and Restated Joint Venture Agreement (this “Agreement”) is made and entered into as of March 9, 2005, by and between EW Common LLC, a Nevada limited liability company (“EW Common”) who is the successor in interest to Eastern & Western Hotel Corporation, a Nevada corporation (“E&W”), E&W to the extent that E&W has remaining obligations under the Original JVA, and Florida Hooters LLC, a Nevada limited liability company (“Florida Hooters”). EW Common and Florida Hooters are hereinafter sometimes individually referred to as “Venturer” and collectively as “Venturers”.
AMENDED AND RESTATED MARK LICENSE AGREEMENTMark License Agreement • May 13th, 2005 • 155 East Tropicana, LLC • Florida
GUARANTEE AND PLEDGE AGREEMENT between Eastern & Western Hotel Corporation and The Bank of New York Trust Company, N.A., as Collateral Agent Dated as of March 29, 2005Guarantee and Pledge Agreement • May 13th, 2005 • 155 East Tropicana, LLC • New York
GUARANTEE AND PLEDGE AGREEMENT, dated as of March 29, 2005 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), between Eastern & Western Hotel Corporation, a Nevada corporation (the “Pledgor”), and The Bank of New York Trust Company, N.A., as Collateral Agent (in such capacity, the “Collateral Agent,” or in the capacity of Trustee, the “Trustee”) for the Noteholders (the “Noteholders”) of the 8¾% Senior Secured Notes due 2012 (the “Notes”) issued by 155 East Tropicana, LLC, a Nevada limited-liability company (the “Company”), and 155 East Tropicana Finance Corp., a Nevada corporation (“Finance Corp.,” and together with the Company, the “Issuers”), beneficiaries of the Indenture, dated as of March 29, 2005 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among the Issuers, any future Guarantors party thereto and the Trustee.
SECURITIES ACCOUNT CONTROL AGREEMENT March 29, 2005Securities Account Control Agreement • May 13th, 2005 • 155 East Tropicana, LLC
Wells Fargo Foothill, Inc., a California corporation, whose address is 2450 Colorado Avenue, Suite 3000W, Santa Monica, CA 90404, Attention: Business Finance Division Manager (“Secured Party”); Eastern & Western Hotel Corporation, whose address is 155 E. Tropicana, Las Vegas, NV 89109, whose address is (“Grantor”); and Wells Fargo Brokerage Services, LLC, whose address is 608 2nd Avenue South, 10th Floor, MAC- N9303-104, Minneapolis, MN 55402-1916 Attention: John Riutzel, (“Securities Intermediary”); hereby agree as follows:
WHEN RECORDED MAIL TO:Assignment of Entitlements and Contracts • May 13th, 2005 • 155 East Tropicana, LLC
Title of Document OPERATING AGREEMENT Name of Limited Liability Company HOOTERS GAMING LLC Purpose OWNERSHIP OF MEMBERSHIP INTEREST IN FLORIDA HOOTERS LLC, A NEVADA LIMITED LIABILITY COMPANY AND ALL LAWFUL ACTIVITIES RELATED THERETO Members Hooters...Operating Agreement • May 13th, 2005 • 155 East Tropicana, LLC • Nevada
THIS OPERATING AGREEMENT is made as of July 30, 2004, by and among the members of HOOTERS GAMING LLC, a Nevada limited liability company (the “Company”), all of whom have signed this operating agreement.
CASH COLLATERAL AND DISBURSEMENT AGREEMENT among The Bank of New York Trust Company, N.A., as the Disbursement Agent, The Bank of New York Trust Company, N.A., as the Trustee, and 155 EAST TROPICANA, LLC and 155 EAST TROPICANA FINANCE CORP., together,...Cash Collateral and Disbursement Agreement • May 13th, 2005 • 155 East Tropicana, LLC • New York
THIS CASH COLLATERAL AND DISBURSEMENT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of March 29, 2005, by and among The Bank of New York Trust Company, N.A., having an office at 700 South Flower Street, Suite 500, Los Angeles, California 90017, as trustee (together with its successors and assigns, the “Trustee”) under the Indenture (as defined below), The Bank of New York Trust Company, N.A., as disbursement agent (together with its successors and assigns, the “Disbursement Agent”), and 155 East Tropicana, LLC, a Nevada limited-liability company (the “Company”) and 155 East Tropicana Finance Corp., a Nevada corporation (“Finance Corp.,” together with the Company, the “Issuers”).
OPERATING AGREEMENT OFOperating Agreement • May 13th, 2005 • 155 East Tropicana, LLC • Nevada
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • May 13th, 2005 • 155 East Tropicana, LLC
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 29th day of March, 2005, among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., in its capacity as Collateral Agent (together with its successors, “Agent”).
