LOAN AGREEMENT By and Among WCW LANDCO, LLC, as Borrower ESQUIRE LTD., INC., NEVADA PALACE, INC. NP LAND, LLC, as Guarantors and OCM LANDCO, LLC, as Lender Dated as of September 30, 2005Loan Agreement • June 9th, 2006 • OCM HoldCo, LLC • Nevada
THIS LOAN AGREEMENT (this “Agreement”), dated as of September 30, 2005, is entered into by and among WCW Landco, LLC, a Nevada limited liability company (“WCW” or the “Borrower”), Esquire Ltd., Inc., a Nevada corporation (“Esquire”), Nevada Palace, Inc., a Nevada corporation (“Nevada Palace”), NP Land, LLC, a limited liability company (“NP Land” and collectively with Esquire and Nevada Palace, the “Guarantors”), and OCM LandCo, LLC, a Nevada limited liability company (“LandCo” or the “Lender”).
MENDENHALL A LOAN AGREEMENT By and Among MGIM, LLC, as Borrower MILLENNIUM GAMING, INC., as Guarantor and OCM ACQUISITIONCO, LLC, as Lender Dated as of January 5, 2006Loan Agreement • June 9th, 2006 • OCM HoldCo, LLC • Nevada
THIS LOAN AGREEMENT (this “Agreement”), dated as of January 5, 2006, is entered into by and among MGIM, LLC, a Nevada limited liability company (“MGIM” or the “Borrower”), Millennium Gaming, Inc., a Nevada corporation (“Millennium” or the “Guarantor”), and OCM AcquisitionCo, LLC, a Nevada limited liability company (“AcquisitionCo” or the “Lender”).
FIRST AMENDMENT AND RESTATEMENT OF CONTRIBUTION AND UNIT PURCHASE AGREEMENT by and among the parties named herein, Dated as of September 23, 2005Contribution and Unit Purchase Agreement • June 9th, 2006 • OCM HoldCo, LLC • Nevada
This FIRST AMENDMENT AND RESTATEMENT OF CONTRIBUTION AND UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of September 23, 2005 (the “Execution Date”), is entered into by and among William J. Paulos (“Paulos”), William C. Wortman (“Wortman”), Millennium Gaming, Inc., a Nevada corporation (“Millennium”), Cannery Casino Resorts, LLC, a Nevada limited liability company (the “Company”), MGIM, LLC, a Nevada limited liability company (“MGIM”), WCW Landco, LLC, a Nevada limited liability company (“WCW”), NP Land, LLC, a Nevada limited liability company (“NP Land”), OCM InvestCo, LLC, a Nevada limited liability company (“Oaktree”), OCM AcquisitionCo, LLC, a Nevada limited liability company (“AcquisitionCo”), and OCM LandCo, LLC, a Delaware limited liability company (“LandCo”), and amends and restates in its entirety that certain Contribution and Unit Purchase Agreement, dated as of May 10, 2005, by and among the aforementioned parties (other than LandCo). Capitalized terms used herein and
LIMITED LIABILITY COMPANY AGREEMENT OF OCM HOLDCO, LLC, a Delaware limited liability companyLimited Liability Company Agreement • June 9th, 2006 • OCM HoldCo, LLC • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of OCM HoldCo, LLC, a Delaware limited liability company (the “Company”), is entered into on September 23, 2005 (the “Execution Date”), and shall be effective as of the First Closing Date (such date, the “Effective Date”), except that Article VII shall be effective as of the Execution Date, by and among the Persons who are identified as Members on Annex A attached hereto and who have executed a counterpart of this Agreement as Members pursuant to the provisions of the Act, on the following terms and conditions:
AMENDED AND RESTATED OPERATING AGREEMENT OF CANNERY CASINO RESORTS, LLC, a Nevada Limited Liability Company Dated as of [ ]Operating Agreement • June 9th, 2006 • OCM HoldCo, LLC • Nevada
This AMENDED AND RESTATED OPERATING AGREEMENT of Cannery Casino Resorts, LLC, is entered into and shall be effective as of [ ] (the “Effective Date”), by and among the Persons who are identified as Members on Appendix A and who have executed a counterpart of this Agreement as Members pursuant to the provisions of the Act.
