EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 2010 • Nevada Property 1 LLC • Nevada
This Employment Agreement (this “Agreement”) is entered into as of December 31, 2009 (the “Effective Date”) by and between NEVADA EMPLOYER LLC (the “Employer”), and SHERRY HARRIS (the “Executive”). Employer and Executive are jointly referred to herein as the “Parties.”
OPERATING AGREEMENT OF NEVADA VOTECO LLC, a Delaware limited liability company Dated as of [ ], 2010Operating Agreement • April 9th, 2010 • Nevada Property 1 LLC • Delaware
THIS OPERATING AGREEMENT (this “Agreement”) OF NEVADA VOTECO LLC (the “Company”), dated as of the [ ], 2010, by and among the members whose names are listed on Schedule A attached hereto (the “Initial Members”) and any members admitted to the Company after the date hereof (the “Additional Members” and with the Initial Members, collectively, the “Members”). Capitalized terms used in this Agreement are defined in Section 10; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement; and references to a “Section” or a “Subsection” are, unless otherwise specified, to a Section or a Subsection of this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 2010 • Nevada Property 1 LLC • Nevada
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this first day of September, 2009, by and between NEVADA EMPLOYER LLC (the “Employer”), and JEFFREY BURGE (“Executive”).
TRANSFER RESTRICTION AGREEMENTTransfer Restriction Agreement • April 9th, 2010 • Nevada Property 1 LLC • Delaware
This Transfer Restriction Agreement (this “Agreement”) is dated as of [ ], 2010 by and among Jeff Baer (“Mr. Baer”), Stuart Clarke (“Mr. Clarke”), Thomas Fiato (“Mr. Fiato”) and Donna Milrod (“Ms. Milrod”, and together with Mr. Baer, Mr. Clarke and Mr. Fiato the “Voteco Members”), Nevada Voteco LLC, a Delaware limited liability company (“Voteco”) and Nevada Mezz 1 LLC, a Delaware limited liability company (“Holdings”).
DEUTSCHE BANK AG NEW YORK BRANCH [Address]Agreement • April 9th, 2010 • Nevada Property 1 LLC
This letter will set forth the agreement (the “Agreement”) between Deutsche Bank AG New York Branch (“Deutsche Bank”) and Jeffrey Baer, Stuart Clarke, Thomas Fiato and Donna Milrod (collectively, and so long as they remain Members of Nevada VoteCo LLC, the “Independent Managers”). The Independent Managers are officers of Deutsche Bank.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT NEVADA PROPERTY 1 LLC, A DELAWARE LIMITED LIABILITY COMPANY April 2, 2010Limited Liability Company Agreement • April 9th, 2010 • Nevada Property 1 LLC • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Nevada Property 1 LLC, a Delaware limited liability company (the “Company”), is entered into and effective as of April 2, 2010, by Nevada Mezz 1 LLC, a Delaware limited liability company (“Holdings”). Capitalized terms used in this Agreement are defined in Article II.
COSMO SENIOR BORROWER LLC Las Vegas, Nevada 89103 July 29, 2008Transition Agreement • April 9th, 2010 • Nevada Property 1 LLC
Cosmo Senior Borrower LLC (the “Company”) is pleased to present this transition agreement for your continued employment in your current position of Chief Development Officer. This letter of agreement (this “Letter of Agreement”) formally presents the specifics of the transition agreement:
