LEASE AND OPERATING AGREEMENT DATED AS OF DECEMBER 19, 2014 BY AND BETWEEN TCOLV PROPCO LLC LANDLORD, AND NEVADA PROPERTY 1 LLC, TENANTLease and Operating Agreement • March 27th, 2015 • Nevada Property 1 LLC • Hotels & motels • New York
THIS LEASE AND OPERATING AGREEMENT is entered into as of December 19, 2014, by and between TCOLV Propco LLC, a Delaware limited liability company (the “Landlord”), and Nevada Property 1 LLC, a Delaware limited liability company (“Tenant”).
TERMINATION OF CREDIT AGREEMENTTermination of Credit Agreement • March 27th, 2015 • Nevada Property 1 LLC • Hotels & motels • New York
TERMINATION OF CREDIT AGREEMENT, dated as of December 19, 2014 (this “Agreement”), by and between DEUTSCHE BANK AG NEW YORK BRANCH (“Lender”) and NEVADA PROPERTY 1 LLC (“Borrower”).
SEVERANCE AND FULL AND FINAL RELEASE AGREEMENTSeverance Agreement • March 27th, 2015 • Nevada Property 1 LLC • Hotels & motels
This Severance and Full and Final Release Agreement (“Agreement”) is made and entered into on February 12, 2015, by and between Nevada Property 1 LLC (“COMPANY”) and any and all of its parent entities, related entities, affiliated entities, predecessors, successors, assigns, agents, insurers, representatives, employees, officers, directors, managers, members, and owners (“RELEASEES”), and Tom McCartney (“EMPLOYEE”) (collectively, the “parties”).
EMPLOYMENT AGREEMENT (WILLIAM P. MCBEATH)Employment Agreement • March 27th, 2015 • Nevada Property 1 LLC • Hotels & motels • Nevada
EMPLOYMENT AGREEMENT (the “Agreement”) dated November 19, 2014 by and between BRE Spade Parent LLC, a Delaware limited liability company (collectively with its subsidiaries, the “Company”), and William P. McBeath (“Executive”).
BRE SPADE VOTECO LLC LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF JUNE 2, 2014Limited Liability Company Agreement • March 27th, 2015 • Nevada Property 1 LLC • Hotels & motels • Delaware
THIS OPERATING AGREEMENT (this “Agreement”) OF BRE SPADE VOTECO LLC (the “Company”), dated as of the June 2, 2014, 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.
TERMINATION OF CREDIT AGREEMENTTermination of Credit Agreement • March 27th, 2015 • Nevada Property 1 LLC • Hotels & motels • New York
TERMINATION OF CREDIT AGREEMENT, dated as of December 19, 2014 (this “Agreement”), by and between DEUTSCHE BANK AG NEW YORK BRANCH (“Lender”) and NEVADA PROPERTY 1 LLC (“Borrower”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEVADA PROPERTY 1 LLCLimited Liability Company Agreement • March 27th, 2015 • Nevada Property 1 LLC • Hotels & motels • Delaware
This Second Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Nevada Property 1 LLC (the “Company”) is entered into as of December , 2014 by BRE Spade Mezz 1 LLC, a Delaware limited liability company ( “Economic Member”), BRE Spade Voteco LLC, a Delaware limited liability company ( “Voteco”, together with Economic Member, the “Members”), William J. Stein (“Springing Member 1”) and Tyler Henritze (“Springing Member 2”, together with Springing Member 1, each a “Springing Member”) and Michelle A. Dreyer (“Independent Manager 1”) and William G. Popeo (“Independent Manager 2”, together with Independent Manager 1, each a “Independent Manager”) (as defined on Schedule A hereto). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
SEPARATION AND CONSULTING AGREEMENTSeparation and Consulting Agreement • March 27th, 2015 • Nevada Property 1 LLC • Hotels & motels • Nevada
This Separation and Consulting Agreement (the “Agreement”), dated as of December 12, 2014, is entered into by and between John Unwin (“Unwin”) and BRE Spade Parent LLC (together with its subsidiaries and affiliates as of the Date of Termination (as defined below), following consummation of the Transaction (as defined below), the “Company”) (which, together with its and their predecessors, successors, officers, directors and each holder, directly or indirectly of at least ten percent (10%) of the outstanding common stock of the Company as of the Date of Termination, are collectively referred to as the “BRE Beneficiaries” and, together with the DB Beneficiaries (as defined below), collectively, the “Beneficiaries”).
