CONSULTING AGREEMENTConsulting Agreement • October 23rd, 2008 • Southwest Casino Corp • Services-amusement & recreation services • New York
Southwest Casino and Hotel Corp., a Minnesota corporation (“Southwest”), and Black Diamond Commercial Finance, L.L.C., a Delaware limited liability company, in its capacity as Agent (as such term is defined in the Credit Agreement, “Agent”) under the Credit Agreement (“BDCF”), enter into this Consulting Agreement (this “Agreement”) effective as of October 19, 2008 (the “Effective Date”).
SETTLEMENT AGREEMENTSettlement Agreement • October 23rd, 2008 • Southwest Casino Corp • Services-amusement & recreation services • New York
This Settlement Agreement (“Agreement”) is made and entered into as of October 19, 2008 by and among Southwest Casino Corporation, a Nevada corporation (“SCC”), Southwest Casino and Hotel Corp., a Minnesota corporation (“SCH”) (SCC and SCH are referred to herein each individually as a “Guarantor” and collectively, as the “Southwest Guarantors”) and Black Diamond Commercial Finance, L.L.C., a Delaware limited liability company, as Agent (“Agent”). Unless otherwise specified herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the Credit Agreement (as hereinafter defined).
LIMITED COVENANT NOT TO SUE AND RELEASE OF LIMITED GUARANTYLimited Covenant Not to Sue and Release of Limited Guaranty • October 23rd, 2008 • Southwest Casino Corp • Services-amusement & recreation services • New York
This Limited Covenant Not to Sue and Release of Limited Guaranty (“Agreement”) is made and entered into as of October 19, 2008 by and among Southwest Casino Corporation, a Nevada corporation (“SCC”), Southwest Casino and Hotel Corp., a Minnesota corporation (“SCH”) (SCC and SCH are referred to herein each individually as a “Guarantor” and collectively, as the “Southwest Guarantors”), and Black Diamond Commercial Finance, L.L.C., a Delaware limited liability company, as Agent (“Agent”). Unless otherwise specified herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the Credit Agreement (as hereinafter defined).
LIMITED LIABILITY COMPANY INTEREST PURCHASE AGREEMENTLimited Liability Company Interest Purchase Agreement • October 23rd, 2008 • Southwest Casino Corp • Services-amusement & recreation services • New York
This LIMITED LIABILITY PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 19, 2008 by and among BLACK DIAMOND COMMERCIAL FINANCE, L.L.C., a Delaware limited liability company, in its capacity as Agent (as such term is defined in the Credit Agreement, “Agent”) under the Credit Agreement (“BDCF” or “Buyer”), and SOUTHWEST CASINO AND HOTEL CORP., a Minnesota corporation (“Seller”).
