LOAN AGREEMENT By and Among ESQUIRE LTD., INC., as Borrower WCW LANDCO, LLC, NEVADA PALACE, INC. NP LAND, LLC, as Guarantors and OCM INVESTCO, LLC, as Lender Dated as of September 30, 2005Loan Agreement • July 26th, 2006 • OCM HoldCo, LLC • Services-amusement & recreation services • Nevada
THIS LOAN AGREEMENT (this “Agreement”), dated as of September 30, 2005, is entered into by and among Esquire Ltd., Inc., a Nevada corporation (“Esquire” or the “Borrower”), WCW Landco, LLC, a Nevada limited liability company (“WCW”), Nevada Palace, Inc., a Nevada corporation (“Nevada Palace”), NP Land, LLC, a limited liability company (“NP Land” and collectively with WCW and Nevada Palace, the “Guarantors”), and OCM InvestCo, LLC, a Nevada limited liability company (“Oaktree” or the “Lender”).
MENDENHALL B LOAN AGREEMENT By and Among MGIM, LLC, as Borrower MILLENNIUM GAMING, INC., as Guarantor OCM INVESTCO, LLC, as LenderLoan Agreement • July 26th, 2006 • OCM HoldCo, LLC • Services-amusement & recreation services • 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”), OCM InvestCo, LLC, a Nevada limited liability company (“InvestCo” or the “Lender”), and Cannery Casino Resorts, LLC, a Nevada limited liability company (“CCR”).
MEMBERS’ GUARANTYMembers’ Guaranty • July 26th, 2006 • OCM HoldCo, LLC • Services-amusement & recreation services • Nevada
THIS LIMITED CONTINUING GUARANTY (“Guaranty”), dated as of January 5, 2006 is executed and delivered by Millennium Gaming, Inc. (“Millennium”), Esquire Ltd., Inc. (“Esquire”) and MGIM, LLC, a Nevada limited liability company (“MGIM”) (each a “Guarantor” and, collectively, the “Guarantors”), in favor of the commercial lending institutions (the “Lenders”) from time to time party to the Credit Agreement (as hereinafter defined) and Bank of America, N.A. (“Bank of America”), as Administrative Agent (in such capacity, together with any successor appointed pursuant to Section 9.06 of the Credit Agreement, the “Administrative Agent”) for the Lenders.
GROUND LEASEGround Lease • July 26th, 2006 • OCM HoldCo, LLC • Services-amusement & recreation services
This GROUND LEASE (“Lease”), is made and effective as of , 2006 (the “Commencement Date”) by and between NP LAND, LLC, a Nevada limited-liability company (“Lessor”), and NEVADA PALACE, LLC, a Nevada limited-liability company (“Lessee”) (collectively, the “Parties,” and each sometimes singularly, a “Party”), with reference to the following facts:
CASINO MANAGEMENT AGREEMENTCasino Management Agreement • July 26th, 2006 • OCM HoldCo, LLC • Services-amusement & recreation services • Nevada
THIS CASINO MANAGEMENT AGREEMENT (this “Agreement”), is made and entered into on this [ ] day of [ ], 200[ ], by and between Cannery Casino Resorts, LLC, a Nevada limited liability company (“CCR”), Rampart Resort Management, LLC, a Nevada limited liability company (“Rampart”), The Cannery Hotel and Casino, LLC, a Nevada limited liability company (“Cannery”), Nevada, LLC, a Nevada limited liability company (“Nevada Palace”), and Millennium Management Group II, LLC, a Nevada limited liability company (together with its permitted successors and assigns, “Manager,” and together with CCR, Rampart, Cannery and Nevada Palace, each, a “Party,” and collectively, the “Parties”).
CASINO SUBLEASE AGREEMENT between HOTSPUR CASINOS NEVADA, INC., a Nevada Corporation and RAMPART RESORT MANAGEMENT, LLC a Nevada Limited Liability CompanyCasino Sublease Agreement • July 26th, 2006 • OCM HoldCo, LLC • Services-amusement & recreation services • Nevada
This CASINO SUBLEASE AGREEMENT (this “Lease”) is made and entered into as April 1, 2002 by and between HOTSPUR CASINOS NEVADA, INC., a Nevada corporation (“Landlord”) and RAMPART RESORT MANAGEMENT, LLC, a Nevada limited liability company (“Tenant”), who, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, agree as follows:
EQUITY COMMITMENT LETTER AGREEMENT July 26, 2006Equity Commitment Letter Agreement • July 26th, 2006 • OCM HoldCo, LLC • Services-amusement & recreation services • New York
Reference is made to that certain Stock Purchase Agreement, dated as of November 8, 2005 (such agreement, as amended by the First Amendment thereto dated as of the date hereof, and as further amended, supplemented or otherwise modified from time to time, the “Stock Purchase Agreement”), by and between Magna Entertainment Corp., a Delaware corporation (“Magna”), in its capacity as seller thereunder (“Seller”), and PA Meadows, LLC, a Delaware limited liability company (“PA Meadows”), in its capacity as buyer thereunder, and to that certain Post-Closing and Note Issuance Agreement, dated as of the date hereof (such agreement, as amended, supplemented or otherwise modified from time to time, the “Note Agreement”), by and among PA Meadows, in its capacity as borrower thereunder, Magna, in its capacity as agent thereunder (together with its successors, “Note Agent”), the holders party thereto from time to time (the “Holders” and, together with Note Agent, Seller and Operator (as such term is
