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Exhibit 2.24

 

APNS: 162-28-101-002 and 162-28-102-001

 

 

PREPARED BY AND UPON

RECORDATION RETURN TO:

Paul, Hastings, Janofsky & Walker LLP

515 South Flower Street, 25th Floor

Los Angeles, California 90071

Attention:  John F. Hilson, Esq.

 

 


 

SUBORDINATION AND ATTORNMENT AGREEMENT AND ESTOPPEL
CERTIFICATE


 

WELLS FARGO FOOTHILL, INC.,

in its capacity as the arranger and administrative agent, its successors and assigns, as its interests
may appear;

 

and

 

EASTERN & WESTERN HOTEL CORPORATION, as tenant,

 

and

 

155 EAST TROPICANA, LLC, as landlord

 

 

Dated:

March 29, 2005

 

Location:

115 & 155 East Tropicana Avenue

 

County:

Clark

 

State:

Nevada

 

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SUBORDINATION AND

ATTORNMENT AGREEMENT AND ESTOPPEL CERTIFICATE

 

THIS SUBORDINATION AND ATTORNMENT AGREEMENT AND ESTOPPEL CERTIFICATE (this “ Agreement ”), made this 29th day of March, 2005, by and among WELLS FARGO FOOTHILL, INC. , a California corporation, in its capacity as the arranger and administrative agent, its successors and assigns, as its interests may appear (“ Agent ”), EASTERN & WESTERN HOTEL CORPORATION , a Nevada corporation (“ Tenant ”), and 155 EAST TROPICANA, LLC , a Nevada limited liability company (“ Landlord ”).

 

W I T N E S S E T H :

 

WHEREAS, Landlord owns certain real and personal property located in the County of Clark, State of Nevada.  Landlord and Tenant have entered into that certain (i) Amended and Restated Hotel Lease dated as of March 9, 2005 (the “ Hotel Lease ”) relating to the real property, as more particularly described in Exhibit A-1 , attached hereto and by this reference made a part hereof and all improvements located thereon (“ Hotel Property ”), and (ii) Amended and Restated Casino Lease dated as of March 9, 2005 (the “ Casino Lease ”, and together with the Hotel Lease, collectively, the “ Leases ”) relating to the real property, as more particularly described in Exhibit A-2 , attached hereto and by this reference made a part hereof and all improvements located thereon (“ Casino Property ” and together with the Hotel Property, collectively, the “ Property ”).  The Tenant’s right, title and interest in and to the Property, irrespective of whether pursuant to the Leases, by contract, as a possessory interest, at law, in equity or otherwise, together with any and all rights, title, interests, estates, remedies, options, liens and charges created under the Leases or otherwise in favor of Tenant with respect to the Property is referred to herein as the “ Junior Tenancy Interest ”;

 

WHEREAS , pursuant to the terms of that certain Credit Agreement dated as of the date hereof, by and among Landlord, each of Landlord’s subsidiaries identified on the signature pages thereof (and together with Landlord, collectively, the “ Borrowers ”), the lenders signatory thereto, and Agent (as amended, supplemented or otherwise modified heretofore or hereinafter from time to time, the “ Credit Agreement ”), Agent and the Lender Group (as defined in the Credit Agreement) have agreed to make a $15,000,000.00 revolving mortgage loan to Borrowers (the “ Loan ”).  The Loan is secured, in part, by (i) a first priority Fee Deed of Trust, Fixture Filing with Assignment of Rents and Leases, and Security Agreement, and (ii) a first priority Leasehold Deed of Trust, Fixture Filing with Assignment of Rents and Leases, and Security Agreement (collectively, the “ Security Instruments ”).  The Credit Agreement, the Security Instruments and all other instruments, agreements and documents given or to be given by Borrowers to Agent or the Lender Group (or for the benefit of Lender Group) securing, guarantying or otherwise evidencing the Loan, as the same may be hereafter amended, renewed, modified, consolidated, replaced, refinanced, substituted and extended, from time to time whether by the same or a different Agent or Lender Group, are

 

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hereinafter collectively referred to as the “ Loan Documents ”.  The right, title and interest of the Agent, on behalf of itself and/or the Lender Group, together with the right, title and interest of any successor, assignee, replacement or refinancing Agent or lender, or other transferee of Agent or the Lender Group, in and to the Property, whether under the Credit Agreement, the Security Instruments, the other Loan Documents, by other contract, at law, in equity or otherwise is referred to herein as the “ Senior Secured Interest ” and such Senior Secured Interest includes any and all renewals, modifications, consolidations, replacements, extensions, transfers and assignments thereof (collectively, “ Modifications ” and, each individually, a “ Modification ”) with the same force and effect as if the Security Instruments and all Modifications had been executed, delivered and recorded prior to the execution and delivery of the Leases or the possession of the Property by the Tenant;

 

WHEREAS , Landlord is a Borrower and Tenant, as an affiliate of Landlord, will benefit from the making of the Loan; and

 

WHEREAS , as a condition precedent to making the Loan, Agent has required that the Landlord and Tenant execute and deliver this Agreement.

 

All capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Credit Agreement. 

 

NOW, THEREFORE, for and in consideration of the mutual covenants herein contained, the sum of Ten and No/100 Dollars ($10.00) and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, and notwithstanding anything in the Leases to the contrary, subject to compliance with applicable Nevada gaming laws, the parties hereby agree as follows:

 

1.                                        Notwithstanding the order, time or manner of grant, attachment, possession, perfection, filing or recordation of any document or instrument, or other method of obtaining or perfecting any right, title or interest in favor of either Agent or Tenant in all or any portion of the Property, and notwithstanding any conflicting terms or conditions which may be contained in any of the Loan Documents, the Tenant and the Agent hereby agree that (a) the Junior Tenancy Interest has been and hereby is subordinated and made junior in ranking and priority and subject to the Senior Secured Interest; and (b) the Senior Secured Interest shall be and hereby is made senior in ranking and priority and superior to the Junior Tenancy Interest.  The Tenant acknowledges and agrees, for and on behalf of itself, its affiliates, successors, assigns, agents and transferees, that the Loan Documents may be amended, waived, terminated, assigned, restated, or modified in any and every respect whatsoever (including, without limitation, increasing the amount of the Commitments, the interest rate, the fees or other amounts due thereunder) at any time and from time to time without notice to or the consent of Tenant, all without affecting the priorities and privileges afforded to the Agent and the Lender Group hereunder.  The Tenant hereby covenants and agrees that the Leases, together with all rights, options, purchase options, liens or charges now or hereafter created thereby,

 

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are and will continue to be junior, subject and subordinate in all respects to the Senior Secured Interest


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