Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration Statement 181 972K
2: EX-1.1 Purchase Agreement 93 331K
3: EX-3.1 Certificate of Formation 1 22K
12: EX-3.10 Amended and Restated Operating Agreement 11 53K
13: EX-3.11 Articles of Organization 3 27K
14: EX-3.12 Certificate of Amendment of the Art. of Org. 2 25K
15: EX-3.13 Operating Agreement 14 59K
4: EX-3.2 Limited Liability Company Agreement 5 40K
5: EX-3.3 Certificate of Incorporation 2 25K
6: EX-3.4 By-Laws 15 81K
7: EX-3.5 Amended and Restated Articles of Organization 3 28K
8: EX-3.6 Operating Agreement 14 68K
9: EX-3.7 Certificate of Formation 3 27K
10: EX-3.8 Certificate of Amendment to Certif. of Formation 3 25K
11: EX-3.9 Certificate of Amendment to Certif. of Formation 4 27K
16: EX-4.1 Indenture 106 405K
25: EX-4.10 Deed of Trust 44 160K
26: EX-4.11 Intercreditor Agreement 15 75K
27: EX-4.12 Loan and Security Agreement 98 386K
28: EX-4.13 General Continuing Guaranty 11 57K
29: EX-4.14 Guarantor Security Agreement 17 76K
30: EX-4.15 First Preferred Vessel Mortgage 16 79K
31: EX-4.16 Deed of Trust 51 193K
32: EX-4.17 Deed of Trust 56 214K
33: EX-4.18 Deed of Trust 51 181K
34: EX-4.19 Stock Pledge Agreement 15 67K
17: EX-4.2 Registration Rights Agreement 37 126K
35: EX-4.20 Guarantor Trademark Security Agreement 12 54K
36: EX-4.21 Subordination of First Referred Vessel Mortgage 2 27K
37: EX-4.22 Subordination Agreement 7 38K
38: EX-4.23 Subordination Agreement 7 38K
39: EX-4.24 Subordination Agreement 8 38K
18: EX-4.3 Guarantee 2 25K
19: EX-4.4 Pledge and Security Agreement 48 186K
20: EX-4.5 Pledge Agreement 23 110K
21: EX-4.6 Trademark Security Agreement 4 31K
22: EX-4.7 First Preferred Vessel Mortgage 22 97K
23: EX-4.8 Deed of Trust 47 165K
24: EX-4.9 Deed of Trust 50 175K
40: EX-5.1 Opinion of Latham & Watkins 3 30K
41: EX-5.2 Opinion of Schreck Brignone Godfrey 2 27K
42: EX-5.3 Opinion of Watkins Ludlam Winter & Stennis, P.A. 3 30K
43: EX-5.4 Opinion of Robinson Waters & O'Dorisio 2 27K
44: EX-10.1 Employment Agreement 1 24K
58: EX-10.10 Lease Agreement 17 60K
59: EX-10.10.1 Amendment to Lease Agreement 7 39K
68: EX-10.10.10 Second Amendment to Masonic Ground Lease 7 38K
69: EX-10.10.11 Lease Agreement and Estoppel Certificate 17 65K
70: EX-10.10.12 Assignment of Ground Lease 10 45K
60: EX-10.10.2 Assignment 7 36K
61: EX-10.10.3 Supplemental Agreement 3 28K
62: EX-10.10.4 Assignment 7 36K
63: EX-10.10.5 Assignment 4 32K
64: EX-10.10.6 Articles of Amendment 11 47K
65: EX-10.10.7 Assignment 5 30K
66: EX-10.10.8 Amendment to Masonic Lodge Ground Lease 21 73K
67: EX-10.10.9 Lease Agreement 11 49K
71: EX-10.11 Lease 16 52K
72: EX-10.11.1 Amendments to Ham Ground Lease 23 77K
73: EX-10.11.2 Lease Agreement 6 39K
74: EX-10.11.3 Second Amendment to Ham Ground Lease 12 49K
75: EX-10.11.4 Assignment of Ground Lease 10 43K
76: EX-10.12 Agreement Regarding Ground Leases 8 36K
77: EX-10.13 Agreement Regarding Ground Leases 6 34K
45: EX-10.2 Employment Agreement 8 51K
46: EX-10.3 Amended and Restated Management Agreement 6 38K
47: EX-10.4 Expense Reimbursement Agreement 3 28K
48: EX-10.5 Member Agreement 7 42K
49: EX-10.6 Assignment of Membership 1 23K
50: EX-10.7 Contribution and Assignment Agreement 3 28K
51: EX-10.8 Lease Agreement 37 90K
52: EX-10.8.1 Assigment of Ground Lease 7 35K
53: EX-10.9 Lease Agreement 27 75K
54: EX-10.9.1 Amendment to Kramer Ground Lease 20 66K
55: EX-10.9.2 Lease Amendment 10 47K
56: EX-10.9.3 Second Amendment to the Kramer Ground Lease 6 37K
57: EX-10.9.4 Assignment of Ground Lease 11 43K
78: EX-12.1 Computation of Ratio of Earnings to Fixed Charges 1 22K
79: EX-21.1 List of Subsidiaries 1 21K
80: EX-23.5 Consent of Pricewaterhousecoopers LLP 1 22K
81: EX-23.6 Consent of Deloitte & Touche LLP 1 23K
82: EX-25.1 Statement of Eligibility 6 36K
83: EX-99.1 Form of Letter of Transmittal 11 76K
84: EX-99.2 Form of Notice of Guaranteed Delivery 5 37K
85: EX-99.3 Form of Letter to Dtc Participants 2 25K
86: EX-99.4 Form of Letter to Beneficial Owners 4 30K
87: EX-99.5 Guidelines for Cert. of Taxpayer Id Number 4± 32K
88: EX-99.6 Form of Exchange Agent Agreement 10 47K
EX-10.10.7 — Assignment
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EXHIBIT 10.10.7
ASSIGNMENT
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THIS ASSIGNMENT, entered into by and between THE PULLIAM COMPANY and
FREDERIC N. RICHMAN, d/b/a NEVADA BUILDING COMPANY, a Co-Partnership,
hereinafter referred to as "ASSIGNOR", and M.B. DALITZ, an unmarried man,
hereinafter referred to as "ASSIGNEE".
W I T N E S S E T H :
WHEREAS, H. JOHN GLUSKIN is the Lessee under the terms of that certain
Lease Agreement by and between LAS VEGAS LODGE NO. 32, FREE AND ACCEPTED MASONS,
as Lessor, dated the 21st day of July, 1954, under the terms of which the Lessor
has leased unto the Lessee the real property situated in the City of Las Vegas,
Clark County, Nevada, described as follows:
Lots 1, 2, 3, and 4 of Block 30, Clark's Las Vegas Townsite, as recorded in
Book 1 of Plats, page 37, in the Office of the County Recorder for Clark
County, Nevada.
Together with all and singular, buildings and improvements thereon situated
and the tenements, hereditaments and appurtenances thereunto belonging or
in anywise appertaining; and
WHEREAS, H. JOHN GLUSKIN is the Lessee under the terms of that certain
Amendment to Lease Agreement dated the 24th day of July, 1954, which amended
that certain Lease Agreement dated the 21st day of July, 1954, by and between
LAS VEGAS LODGE NO. 32, FREE AND ACCEPTED MASONS, as Lessor, and H. JOHN GLUSKIN
as Lessee; and
WHEREAS, HY GOLDFELD, acting for and on behalf of H. JOHN GLUSKIN by and
through a power of attorney from H. JOHN GLUSKIN to HY GOLDFELD dated the 26th
day of July, 1954, did assign to DAVID GOLDWATER all the right, title and
interest of H. JOHN GLUSKIN in and to that certain Lease Agreement dated the
21st day of July, 1954, and that certain Amendment to the Lease Agreement dated
the 24th day of July, 1954, wherein H.
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EXHIBIT "C" PAGE 57
JOHN GLUSKIN is the Lessee and the LAS VEGAS LODGE NO. 32, FREE AND ACCEPTED
MASONS of Las Vegas, Nevada is the Lessor, providing for the leasing from the
Lessor to the Lessee the real property hereinbefore described, and
WHEREAS, DAVID GOLDWATER as Assignee of H. JOHN GLUSKIN under the terms of
the Lease Agreement and Amendment to Lease Agreement hereinbefore described,
did, on the 14th day of October, 1954, execute a Supplemental Agreement amending
said Lease Agreement dated July 21, 1954, wherein H. JOHN GLUSKIN is the
Lessee and the LAS VEGAS LODGE NO. 32 FREE AND ACCEPTED MASONS of Las Vegas,
Nevada is the Lessor; and
WHEREAS, DAVID GOLDWATER, as Assignee of H. JOHN GLUSKIN did assign to
THREE-O-ONE CORPORATION, a Nevada Corporation, all right, title and interest of
DAVID GOLDWATER in and to that certain Lease Agreement dated the 21st day of
July, 1954, and that certain Amendment to Lease Agreement dated the 24th day of
July, 1954, and that certain Supplemental Agreement dated the 14th day of
October, 1954, by and between the parties as hereinabove described, and
WHEREAS, THREE-O-ONE CORPORATION, a Nevada Corporation, as Assignee of
DAVID GOLDWATER did assign to THE PULLIAM COMPANY and FREDERIC N. RICHMAN,
d/b/a NEVADA BUILDING COMPANY, a Co-Partnership, all right, title and interest
of THREE-O-ONE CORPORATION, a Nevada Corporation in and to that certain Lease
Agreement dated the 21st day of July, 1954 and that certain Amendment to Lease
Agreement dated the 24th day of July, 1954 and that certain Supplemental
Agreement dated the 14th day of October, 1954, by and between the parties as
hereinabove described; and
WHEREAS, THE PULLIAM COMPANY and FREDERIC N. RICHMAN d/b/a NEVADA BUILDING
COMPANY, a Co-Partnership as Assignee of THREE-O-ONE CORPORATION, a Nevada
Corporation, under the terms of the
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XXX
EXHIBIT "C" PAGE 58
Lease Agreement and Amendment to Lease Agreement and Supplemental Agreement
hereinbefore described, did on the 7th day of June, 1973, execute Articles of
Amendment amending said Lease Agreement dated July 21st, 1965, wherein H. JOHN
GLUSKIN is the Lessee and LAS VEGAS LODGE NO. 32 FREE AND ACCEPTED MASONS of Las
Vegas, Nevada is the Lessor.
NOW, THEREFORE, for value received, the receipt of which is hereby
acknowledged, THE PULLIAM COMPANY and FREDRIC N. RICHMAN, d/b/a NEVADA BUILDING
COMPANY, a Co-Partnership, with its principal place of business in the City of
Las Vegas, County of Clark, State of Nevada does hereby assign to M.B. DALITZ,
an unmarried man, all of its right, title and interest in and to that certain
Lease Agreement dated the 21st day of July, 1954, and that certain Amendment to
the Lease Agreement dated the 24th day of July, 1954, wherein H. JOHN GLUSKIN is
the Lessee and the LAS VEGAS LODGE NO. 32, FREE AND ACCEPTED MASONS of Las
Vegas, Nevada, is the Lessor, which Lease Agreement provides for the leasing of
the real property from the Lessor to the Lessee, as hereinabove described,
together with that certain Supplemental Agreement of October 14, 1954, amending
said Lease Agreement of July 21, 1954 in which Supplemental Agreement, DAVID
GOLDWATER, as Assignee of H. JOHN GLUSKIN, is the Lessee and LAS VEGAS LODGE NO.
32, FREE AND ACCEPTED MASONS of Las Vegas, Nevada is the Lessor; together with
that certain Articles of Amendment of June 7, 1973 amending said Lease Agreement
of July 21, 1954 in which Articles of Amendment THE PULLIAM COMPANY and FREDRIC
N. RICHMAN, d/b/a NEVADA BUILDING COMPANY, a Co-Partnership, as Assignee of the
THREE-O-ONE CORPORATION is the Assignee/Lessee and LAS VEGAS LODGE NO. 32, FREE
AND ACCEPTED MASONS of Las Vegas, Nevada is the Lessor.
Assignor and Assignee hereby agree that this Assignment is made subject to
all the terms and conditions of said Lease Agreement
XXX
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EXHIBIT "C" PAGE 59
of July 21, 1954, Amendment to Lease Agreement of July 24, 1954, Supplemental
Agreement of October 14, 1954, and Articles of Amendment of June 7, 1973, and
subject to all previous encumbrances on the Leasehold property.
Assignor does hereby remise, release and quitclaim unto Assignee, all of
its, right, title and interest in and to the real property described herein.
IN WITNESS WHEREOF, we have hereunto set our hands this ___ day of
_____________, 197_.
THE PULLIAM COMPANY
and
FREDRIC N. RICHMAN
d/b/a
NEVADA BUILDING COMPANY
By___________________________
By___________________________
STATE OF NEVADA }
} SS:
COUNTY OF CLARK }
On this ___ day of _______________, 197_, before me, the undersigned, a
Notary Public in and for said County and State, personally appeared _________and
______________________ known to me to be the persons described in and who
executed the foregoing instrument, and duly acknowledged to me that they
executed the same freely and voluntarily and for the uses and purposes therein
mentioned.
_____________________________
NOTARY PUBLIC
M.B. DALITZ, and unmarried man, hereby accepts the foregoing Assignment,
and expressly accepts and assumes all the terms and covenants in the Lease
Agreement contained to be kept and performed by the Lessee, and agrees to comply
with and be bound by all of said terms and covenants.
_____________________________
M.B. DALITZ
an unmarried man
XXX
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EXHIBIT "C" PAGE 60
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STATE OF NEVADA }
} SS:
COUNTY OF CLARK }
On this _____ day of ____________, 197__, before me the undersigned, a
Notary Public in and for said County and State, personally appeared ___________
____________________________ known to me to be the person described in and who
executed the foregoing instrument, and duly acknowledged to me that he executed
the same freely and voluntarily and for the uses and purposes therein mentioned.
_____________________________
NOTARY PUBLIC
XXX
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EXHIBIT "C" PAGE 61
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