Exhibit 10.1


 


PROXY

AND

VOTING AGREEMENT


 


THIS PROXY AND VOTING AGREEMENT (this “Agreement”), dated as of  May 16, 2006, is entered into by and
among Herbst Gaming, Inc., a Nevada corporation (“Parent”); HGI-Casinos, Inc., a Nevada
corporation and a wholly-owned subsidiary of Parent (“Merger Sub”);
Cornelius T. Klerk; David R. Grundy; Deborah Lundgren; Doug Hayes; Ferenc B.
Szony; Jon N. Bengtson; Larry Tuntland; Louis J. Phillips; Pete Cladianos III;
Pete Cladianos; Jr.; Robert J. Medeiros; Katherene Latham; Bradley Cladianos
1996 Trust; The Hannah Patricia Pauly Trust; The Pete Cladianos III Trust; The
Antonia Cladianos II Grantor Retained Annuity Trust; The Leslie Cladianos
Grantor Retained Annuity Trust; The Pete Cladianos Jr. Trust FBO Pete Cladianos
III; The Katherene Johnson Latham Trust FBO Pete Cladianos III; The Katherene
Johnson Latham Trust FBO Leslie Cladianos; The Pete Cladianos Jr. Trust FBO
Leslie Cladia; The Pete Cladianos Jr. Trust FBO Antonia Cladianos II; The
Katherene Johnson Latham Trust FBO Antonia Cladianos II; The Pete Cladianos Jr.
Trust FBO Allison Cladianos; The Pete Cladianos Jr. Trust FBO Antonia Cladianos
II Trust; The Pete Cladianos III Grantor Retained Annuity Trust; Antonia
Cladianos; The Katherene J. Latham 1988 Trust; Katherene Renee Lundgren UNIFTRF
MIN ACT NV; The Deborah R. Lundgren Family Trust; The Katherene Johnson Latham
Trust FBO Katherene R. Lundgren; The Pete Cladianos Jr. FBO Katherene R.
Lundgren; The Katherene Johnson Latham Trust FBO Gregory K. Lundgren; The Pete
Cladianos Jr. Trust FBO Gregory K. Lundgen; The Katherene R. Lundgren Trust;
The Gregory Kent Lundgren Trust and The Deborah R. Lundgren 1986 Trust;  (such individuals and entities together, the “Stockholders” and each a “Stockholder”) and, with respect to Section 7(k)
hereof only, The Sands Regent, a Nevada corporation (the “Company”)


 


RECITALS


 


WHEREAS, concurrently herewith, Parent,
Merger Sub, and the Company have entered into an Agreement and Plan of Merger,
of even date herewith (as such agreement may hereafter be amended from
time to time in conformity with the provisions thereof, the “Merger Agreement”), pursuant to which
Merger Sub will merge with and into the Company and the Company shall be the
surviving corporation and become a wholly-owned subsidiary of Parent (the “Merger”);


 


WHEREAS, the Stockholders are the beneficial
owners (as defined below) of shares of common stock, $0.10 par value per share,
of the Company in such amounts as set forth in Annex A (such shares,
together with all other shares of capital stock or other voting securities of
the Company with respect to which each Stockholder has beneficial ownership as
of the date of this Agreement, and any shares of capital stock or other voting
securities of the Company, beneficial ownership of which is directly or
indirectly acquired after the date hereof, including, without limitation,
shares received pursuant to any stock splits, stock dividends or distributions,
shares acquired by purchase or upon the exercise, conversion or exchange of any
option, warrant or convertible security or otherwise, and shares or any voting
securities of the Company received pursuant to any change in the capital stock
of the Company by reason of any recapitalization, merger, reorganization,
consolidation, combination, exchange of shares or the like, are referred to
herein as “Stockholder Shares”);
and


 

















 


WHEREAS, as an inducement and a condition to
entering into the Merger Agreement, Parent and Merger Sub have requested that
the Stockholders agree, and the Stockholders have each agreed, to enter into
this Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
foregoing and the mutual promises, representations, warranties, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:


 


1.                                       Definitions.
For the purposes of this Agreement, terms not defined herein but used herein
and defined in the Merger Agreement shall have the meanings set forth in the
Merger Agreement, unless the context clearly indicates otherwise.


 


2.                                       Voting
Agreement. Each Stockholder hereby agrees with Parent and Merger Sub that,
at any meeting of the Company’s stockholders, however called, such Stockholder
shall appear at each such meeting, in person or by proxy, or otherwise cause
all of their respective Stockholder Shares then outstanding to be counted as
present thereat for purposes of establishing a quorum, and such Stockholder
shall vote, or cause to be voted (or in connection with any written consent of
the Company’s stockholders, act, or cause to be acted, by written consent, if
so permitted) with respect to all Stockholder Shares that such Stockholder is
entitled to vote or as to which such Stockholder has the right to direct the
voting, as of the relevant record date, (i) in favor of the Merger
Agreement and the Merger and each of the other actions contemplated by the
Merger Agreement and this Agreement and actions required in furtherance thereof
and hereof; (ii) against any proposal that is intended to, or is
reasonably likely to result in any of the conditions of the Parent’s or Merger
Sub’s obligations under the Merger Agreement not being fulfilled; and (iii) against
(A) any Acquisition Proposal (as defined in the Merger Agreement), or (B) the
election of a group of individuals to replace a majority or more of the
individuals presently on the Board of Directors of the Company; provided that if one or more individuals
presently on the Board of Directors withdraws his or her nomination for
reelection at any meeting of stockholders for the election of directors, such
Stockholder may vote for a replacement director nominated by the Company’s
Board of Directors for such individual(s); provided
further that nothing in this Agreement shall be interpreted as
obligating any Stockholder to exercise any options to acquire shares of capital
stock of the Company.


 


3.                                       Proxy.


 


(a)                                  Each Stockholder hereby irrevocably (but
subject to the termination provisions of Section 6 hereof) constitutes and
appoints Parent, which shall act by and through Edward J. Herbst (the  “Proxy
Holder”), with full power of substitution, its true and lawful proxy
and attorney-in-fact to vote at any meeting (and any adjournment or postponement
thereof) of the Company’s stockholders called for purposes of considering
whether to approve any transaction described in Section 2 hereof, or to
execute a written consent of stockholders in lieu of any such meeting (if so
permitted), all Stockholder Shares held by such Stockholder of record as of the
relevant record date, in the manner specified in Section 2 hereof.


 


2

















 


(b)                                 The proxy and power of attorney granted
herein shall be deemed to be coupled with an interest sufficient in law to
support a proxy and shall revoke all prior proxies granted by each Stockholder
which conflict with the proxy granted herein. Each Stockholder will take such
further action or execute such other instruments as may be necessary to
effectuate the intent of this proxy and power of attorney. Each Stockholder
shall not grant any proxy to any person which conflicts with the proxy granted
herein, and any attempt to do so shall be void. The power of attorney granted
herein is a durable power of attorney and shall survive the insolvency,
incapacity, death or liquidation of a Stockholder, as the case may be.


 


(c)                                  If any Stockholder fails for any reason
to vote his, her or its Stockholder Shares as required by Section 2
hereof, then the Proxy Holder shall have the right to vote the Stockholder
Shares held by such Stockholder at any meeting of the Company’s stockholders
and in any action by written consent of the Company’s stockholders in
accordance with this Section 3. The vote of a Proxy Holder shall control
in any conflict between a vote of such Stockholder Shares by a Proxy Holder and
a vote of such Stockholder Shares by such Stockholder with respect to the
matters set forth in Section 2 hereof.


 


4.                                       Director and
Officer Matters Excluded. Parent and Merger Sub acknowledge and agree that
no provision of this Agreement shall limit or otherwise restrict any
Stockholder with respect to any act or omission that a Stockholder may undertake
or authorize in his or her capacity as a director or officer of the Company,
including, without limitation, any vote that such Stockholder may make as
a director or officer of the Company with respect to any matter presented to
the Company Board.


 


5.                                       Other
Covenants, Representations and Warranties. Each Stockholder hereby
represents and warrants to, and covenants with, Parent and Merger Sub as
follows:


 


(a)                                  Title to Stockholder Shares. Each Stockholder is the beneficial
owner (as defined in Rule 13(d)(3) promulgated under the Exchange
Act, “beneficial owner”) of all
the Stockholder Shares set forth in Annex A opposite such Stockholder’s
name. Each Stockholder has sole voting power and the sole power of disposition
with respect to all of his or her Stockholder Shares outstanding on the date
hereof, and will have sole voting power and sole power of disposition with
respect to all of his or her Stockholder Shares acquired after the date hereof
upon the exercise, conversion or exchange of any option, warrant or convertible
security owned or held by such Stockholder as of the date hereof, with no
limitations, qualifications or restrictions on such rights. Each Stockholder is
the sole record holder of his or her Stockholder Shares outstanding on the date
hereof as set forth in Annex A opposite such Stockholder’s name.


 


(b)                                 Power; Binding Agreement. Each Stockholder has the legal
capacity, power and authority to enter into and perform all of his or her
respective Stockholder obligations under this Agreement. The execution,
delivery and performance of this Agreement by each Stockholder will not violate
any agreement or court order to which such Stockholder is a party or is
subject, including, without limitation, any voting agreement or voting trust. This
Agreement has been duly and validly executed and delivered by each Stockholder
and constitutes a valid and binding agreement upon each Stockholder,
enforceable against such Stockholder in accordance with its terms, subject to
general principles of equity.


 


3

















 


(c)                                  Restriction on Transfer, Proxies and
Non-Interference; Stop Transfer. Except as expressly contemplated by this Agreement, during the term of
this Agreement, no Stockholder shall, directly or indirectly:  (i) offer for sale, sell, transfer,
tender, pledge, encumber, assign or otherwise dispose of, or enter into any
contract, option or other arrangement or understanding with respect to, or
consent to the offer for sale, sale, transfer, tender, pledge, encumbrance,
assignment or other disposition of, any or all of his or her Stockholder Shares
or any interest therein; (ii) grant any proxies or powers of attorney with
respect to any Stockholder Shares which conflict with Section 3(a) hereof
and the proxy granted herein or deposit any Stockholder Shares into a voting
trust or enter into a voting agreement with respect to any Stockholder Shares;
or (iii) take any action that would make any representation or warranty of
such Stockholder contained herein untrue or incorrect or have the effect of
preventing or disabling such Stockholder from performing any of his or her
respective Stockholder obligations under this Agreement. Each Stockholder
further agrees with and covenants to Parent that such Stockholder shall not
request that the Company register the transfer of any certificate or
uncertificated interest representing any of their Stockholder Shares, unless
such transfer is made in compliance with this Agreement. Each Stockholder
agrees that, in order to ensure compliance with the restrictions referred to
herein, the Company may issue appropriate “stop transfer” instructions to
its transfer agent.


 


(d)                                 No Consents. To his, her or its knowledge, the execution and
delivery of this Agreement by each Stockholder does not, and the performance by
each Stockholder of his, her or its obligations hereunder will not, require
such Stockholder to obtain any consent, approval, authorization or permit of,
or to make any filing with or notification to, any Governmental Entity.


 


(e)                                  Notification of Parent. Each Stockholder hereby agrees, while
this Agreement is in effect, to notify Parent and Merger Sub promptly of the
number of any additional shares of capital stock and the number and type of any
other voting securities of the Company acquired by such Stockholder, if any,
after the date hereof.


 


(f)                                    Reliance by Parent and Merger Sub. Each Stockholder understands and
acknowledges that Parent and Merger Sub are entering into the Merger Agreement
in reliance upon such Stockholder’s execution and delivery of this Agreement.


 


(g)                                 Sophistication. Each Stockholder acknowledges being an
informed and sophisticated investor and, together with such Stockholder’s
advisors, has undertaken such investigation as they have deemed necessary,
including the review of the Merger Agreement and this Agreement, to enable the
Stockholder to make an informed and intelligent decision with respect to the
Merger Agreement and this Agreement and the transactions contemplated thereby
and hereby.


 


(h)                                 Permitted Transfers. Notwithstanding Section 5(c), any
Stockholder that is a natural person shall have the right to transfer his or
her Stockholder Shares to (1) any Family Member (as defined below); (2) the
trustee or trustees of a trust for the benefit of such Stockholder and/or one
or more Family Members; (3)  the executor, administrator or personal
representative of the estate of such Stockholder; (4) any guardian,
trustee or conservator appointed with respect to the assets of such Stockholder
or (5) any transferee approved by Parent; 
provided that in the case
of any such transfer, the transferee shall, as a condition to such transfer,
execute an agreement to be


 


4

















 


bound by the terms and
conditions of this Agreement. “Family Member”
means the Stockholder’s spouse, father, mother, issue (if living with the
Stockholder), brother or sister.


 


6.                                       Termination.
This Agreement, including the voting agreement and proxy granted pursuant to
Sections 2 and 3 hereof, shall terminate immediately upon the earlier to
occur of (a) the termination of the Merger Agreement in accordance with
its terms, (b) the Effective Time and (c) the date of any material
modification, waiver or amendment to the Merger Agreement which reduces the Per
Share Amount or extends the Outside Date beyond the date which is 12 months
after the date hereof.


 


7.                                       Miscellaneous.


 


(a)                                  Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and
oral, among the parties with respect to the subject matter hereof.


 


(b)                                 Assignment. This Agreement shall not be assigned by operation
of law or otherwise without the prior written consent of the other parties
hereto, and any attempted assignment in violation hereof shall be void.


 


(c)                                  Amendments, Waivers,
Etc. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated, except upon
the execution and delivery of a written agreement executed by the parties
hereto.


 


(d)                                 Notices. All notices and other communications pursuant to
this Agreement shall be in writing and shall be deemed given if delivered
personally, sent by facsimile, sent by nationally-recognized overnight courier
or mailed by registered or certified mail (return receipt requested), postage
prepaid, to the parties at the addresses set forth below or to such other
address as the party to whom notice is to be given may have furnished to
the other parties hereto in writing in accordance herewith. Any such notice or
communication shall be deemed to have been delivered and received (A) in
the case of personal delivery, on the date of such delivery, (B) in the
case of facsimile, on the date sent if confirmation of receipt is received and
such notice is also promptly mailed by registered or certified mail (return
receipt requested), (C) in the case of a nationally-recognized overnight
courier in circumstances under which such courier guarantees next business day
delivery, on the next business day after the date when sent, and (D) in
the case of mailing, on the third business day following that on which the
piece of mail containing such communication is posted:


 


	
  if to Parent
  or Merger Sub:

  	
   

  	
  Herbst
  Gaming, Inc.

  
	
   

  	
   

  	
  3440 West
  Russell Road

  
	
   

  	
   

  	
  Las Vegas,
  Nevada 89118

  
	
   

  	
   

  	
  Attention:
  Edward J. Herbst and Sean Higgins

  
	
   

  	
   

  	
  Facsimile:
  (702) 798-8079

  



 


5

















 


	
  with a copy to:

  	
   

  	
  Gibson, Dunn &
  Crutcher LLP

  
	
   

  	
   

  	
  333 S. Grand Ave.

  
	
   

  	
   

  	
  Los Angeles, California
  90071

  
	
   

  	
   

  	
  Attention: Peter F.
  Ziegler

  
	
   

  	
   

  	
  Facsimile: (213)
  229-7520

  
	
   

  	
   

  	
   

  
	
  if to a Stockholder,
  to:

  	
   

  	
  such address for the
  Stockholder as set forth on the signature page hereto

  



 


or to such other address as the
person to whom notice is given may have previously furnished to the others
in writing in the manner set forth above.


 


(e)                                  Severability. If any provision of this Agreement is deemed or
held to be illegal, invalid or unenforceable, this Agreement shall be
considered divisible and inoperative as to such provision to the extent it is
deemed to be illegal, invalid or unenforceable, and in all other respects this
Agreement shall remain in full force and effect; provided,
however, that if any provision of this
Agreement is deemed or held to be illegal, invalid or unenforceable, the
parties agree to replace such provision with a provision that is legal, valid
and enforceable and that will achieve, to the greatest extent possible, the
economic, business and other purposes of such invalid or unenforceable
provision. Further, should any provision contained in this Agreement ever be
reformed or rewritten by any judicial body of competent jurisdiction, such
provision as so reformed or rewritten shall be binding upon all parties hereto.


 


(f)                                    No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by
such party of its right to exercise any such or other right, power or remedy or
to demand such compliance.


 


(g)                                 Governing Law; Submission to
Jurisdiction; Waivers; Consent to Service of Process; Waiver of Jury Trial. This
Agreement shall be deemed to be made in and in all respects shall be
interpreted, construed and governed by and in accordance with the laws of the
State of Nevada without regard to the conflict of law principles thereof. Each
party hereto irrevocably agrees that any legal action or proceeding with
respect to this Agreement or for recognition and enforcement of any judgment in
respect hereof brought by another party hereto or its successors or assigns
shall be brought in the courts of the State of Nevada to the fullest extent
permitted by Applicable Law and each of the parties hereto hereby (x)
irrevocably submits with regard to any such action or proceeding for itself and
in respect to its property, generally and unconditionally, to the exclusive
personal jurisdiction of the aforesaid courts in the event any dispute arises
out of this Agreement or any transaction contemplated hereby, (y) agrees that
it will not attempt to deny or defeat such personal jurisdiction by motion or
other request for leave from any such court and (z) agrees that it will not
bring any action relating to this Agreement or any transaction contemplated
hereby in any court other than the aforesaid courts. Any service of process to
be made in such action or proceeding may be made by delivery of process in
accordance with the notice provisions contained in Section 7(d). Each
of the parties hereto hereby irrevocably waives, and agrees not to assert, by
way of motion, as a defense, counterclaim or otherwise, in any


 


6

















 


action or proceeding with respect to this Agreement, (a) any
claim that it is not personally subject to the jurisdiction of the above-named
courts for any reason other than the failure to serve process in accordance with
this Section 7(g), (b) that it or its property is exempt or
immune from jurisdiction of any such court or from any legal process commenced
in such courts (whether through service of notice, attachment prior to
judgment, attachment in aid of execution of judgment, execution of judgment or
otherwise), and (c) to the fullest extent permitted by applicable law that
(i) the suit, action or proceeding in any such court is brought in an
inconvenient forum, (ii) the venue of such suit, action or proceeding is improper
and (iii) this Agreement, or the subject matter hereof, may not be
enforced in or by such courts. Each party hereto hereby waives, to the fullest
extent permitted by applicable law, any right it may have to a trial by
jury in any legal proceeding directly or indirectly arising out of or relating
to this Agreement or the transactions contemplated hereby (whether based on
contract, tort or any other theory). Each party hereto (a) certifies that
no representative, agent or attorney of any other party has represented,
expressly or otherwise, that such other party would not, in the event of
litigation, seek to enforce the foregoing waiver and (b) acknowledges that
it and the other parties hereto have been induced to enter into this Agreement
by, among other things, the mutual waivers and certifications in this section.


 


(h)                                 Counterparts.
This Agreement may be executed by facsimile and in multiple counterparts,
each of which shall be deemed to be an original but all of which shall
constitute one and the same agreement.


 


(i)                                     Further
Assurances. At the request of any party to another party or parties to this
Agreement, such other party or parties shall execute and deliver such
instruments or documents to evidence or further effectuate (but not to enlarge)
the respective rights and obligations of the parties and to evidence and
effectuate any termination of this Agreement.


 


(j)                                     Specific
Performance. The parties hereto agree that irreparable damage would occur
in the event any provision of this Agreement was not performed in accordance
with the terms hereof and that the parties shall be entitled to specific
performance of the terms hereof, in addition to any other remedy at law or
equity without the necessity of demonstrating the inadequacy of monetary
damages.


 


(k)                                  Company
Stop Transfer Agreement. The
Company hereby acknowledges the restrictions on transfer of the Stockholder
Shares contained in Section 5(c) hereof. The Company agrees
not to, and to instruct its transfer agent not to, register the transfer (book-entry
or otherwise) of any certificate or uncertificated interest representing any
Stockholder Shares, unless such transfer is made pursuant to and in compliance
with this Agreement.


 


(l)                                     Individual
Performance. Notwithstanding anything in this Agreement to the contrary, no
Stockholder shall be responsible or liable for the failure of any other
Stockholder to comply with its obligations hereunder. Nothing in this Agreement
shall be interpreted as creating a “group” (as such term is defined in the rules promulgated
under the Securities Exchange Act of 1934, as amended) among the Stockholders.


 


(Remainder of page intentionally
left blank)


 


7

















 


IN WITNESS WHEREOF, Parent, Merger Sub and
the Stockholders have caused this Agreement to be duly executed as of the day
and year first above written.


 


	
   

  	
  HERBST GAMING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Edward J. Herbst 

  	
   

  
	
   

  	
   

  	
  Name: Edward J. Herbst

  
	
   

  	
   

  	
  Title: Chairman, Chief Executive
  Officer

  
	
   

  	
   

  	
  and President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HGI-CASINOS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward J. Herbst

  	
   

  
	
   

  	
   

  	
  Name: Edward J. Herbst

  
	
   

  	
   

  	
  Title: Chairman, Chief Executive
  Officer

  
	
   

  	
   

  	
  and President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STOCKHOLDERS:

  
	
   

  	
   

  
	
   

  	
  /s/   Cornelius T. Klerk

  	
   

  
	
   

  	
  Cornelius T. Klerk

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   David R. Grundy

  	
   

  
	
   

  	
  David R. Grundy

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Deborah Lundgren

  	
   

  
	
   

  	
  Deborah Lundgren

  



 

















 


	
   

  	
  /s/   Doug Hayes

  	
   

  
	
   

  	
  Doug Hayes

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Ferenc B. Szony

  	
   

  
	
   

  	
  Ferenc B. Szony

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Jon N. Bengtson

  	
   

  
	
   

  	
  Jon N. Bengtson

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Larry Tuntland

  	
   

  
	
   

  	
  Larry Tuntland

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Louis J. Phillips

  	
   

  
	
   

  	
  Louis J. Phillips

  



 

















 


	
   

  	
  /s/   Pete Cladianos III

  	
   

  
	
   

  	
  Pete Cladianos III

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Pete Cladianos, Jr.

  	
   

  
	
   

  	
  Pete Cladianos, Jr.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Robert J. Medeiros

  	
   

  
	
   

  	
  Robert J. Medeiros

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Katherene Latham

  	
   

  
	
   

  	
  Katherene Latham

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Bradley Cladianos 1996 Trust

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Pete Cladianos III

  	
   

  
	
   

  	
  Pete Cladianos III

  
	
   

  	
  Trustee

  



 

















 


	
   

  	
  The Hannah Patricia Pauly Trust

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Pete Cladianos Jr.

  	
   

  
	
   

  	
  Pete Cladianos Jr.

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Pete Cladianos III Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Pete Cladianos Jr

  	
   

  
	
   

  	
  Pete Cladianos Jr.

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Antonia Cladianos II Grantor Retained
  Annuity

  Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Pete Cladianos Jr

  	
   

  
	
   

  	
  Pete Cladianos Jr.

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Leslie Cladianos Grantor Retained
  Annuity

  Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Pete Cladianos Jr

  	
   

  
	
   

  	
  Pete Cladianos Jr.

  
	
   

  	
  Trustee

  



 

















 


	
   

  	
  The Pete Cladianos Jr. Trust FBO Pete
  Cladianos

  III

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Pete Cladianos Jr

  	
   

  
	
   

  	
  Pete Cladianos Jr.

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Katherene Johnson Latham Trust FBO Pete

  Cladianos III

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Pete Cladianos Jr

  	
   

  
	
   

  	
   

  
	
   

  	
  Pete Cladianos Jr.

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Katherene Johnson Latham Trust FBO
  Leslie

  Cladianos

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Pete Cladianos Jr

  	
   

  
	
   

  	
  Pete Cladianos Jr.

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Pete Cladianos Jr. Trust FBO Leslie
  Cladianos

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Pete Cladianos Jr

  	
   

  
	
   

  	
  Pete Cladianos Jr.

  
	
   

  	
  Trustee

  



 

















 


	
   

  	
  The Pete Cladianos Jr. Trust FBO Antonia

  Cladianos II

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Pete Cladianos Jr

  	
   

  
	
   

  	
  Pete Cladianos Jr.

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Katherene Johnson Latham Trust FBO
  Antonia

  Cladianos II

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Pete Cladianos Jr

  	
   

  
	
   

  	
  Pete Cladianos Jr.

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Pete Cladianos Jr. Trust FBO Allison
  Cladianos

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Pete Cladianos Jr

  	
   

  
	
   

  	
  Pete Cladianos Jr.

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Pete Cladianos Jr. Trust FBO Antonia

  Cladianos II Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Pete Cladianos Jr

  	
   

  
	
   

  	
  Pete Cladianos Jr.

  
	
   

  	
  Trustee

  



 

















 


	
   

  	
  The Pete Cladianos III Grantor Retained
  Annuity

  Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Pete Cladianos Jr

  	
   

  
	
   

  	
  Pete Cladianos Jr.

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Antonia Cladianos

  
	
   

  	
  (held in street name Wachovia)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Pete Cladianos Jr

  	
   

  
	
   

  	
   

  
	
   

  	
  Pete Cladianos Jr.

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Katherene J. Latham 1988 Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Katherene J. Latham

  	
   

  
	
   

  	
  Katherene J. Latham

  
	
   

  	
  Trustee

  



 

















 


	
   

  	
  Katherene Renee Lundgren UNIFTRF MIN ACT

  NV

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Debra Lundgren

  	
   

  
	
   

  	
  Debra Lundgren

  
	
   

  	
  Custodian

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Deborah R. Lundgren Family Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Debra Lundgren

  	
   

  
	
   

  	
  Deborah R. Lundgren

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Deborah R. Lundgren Family Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Debra Lundgren

  	
   

  
	
   

  	
  Deborah R. Lundgren

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Katherene Johnson Latham Trust FBO

  Katherene R. Lundgren

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Debra Lundgren

  	
   

  
	
   

  	
  Deborah Lundgren

  
	
   

  	
  Trustee

  



 

















 


	
   

  	
  The Pete Cladianos Jr. FBO Katherene R.
  Lundgren

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Debra Lundgren

  	
   

  
	
   

  	
  Deborah Lundgren

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Katherene Johnson Latham Trust FBO
  Gregory

  K. Lundgren

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Debra Lundgren

  	
   

  
	
   

  	
  Deborah Lundgren

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Pete Cladianos Jr. Trust FBO Gregory K.

  Lundgren

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Debra Lundgren

  	
   

  
	
   

  	
  Deborah Lundgren

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Katherene R. Lundgren Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Debra Lundgren

  	
   

  
	
   

  	
  Deborah R. Lundgren

  
	
   

  	
  Trustee

  



 

















 


	
   

  	
  The Gregory Kent Lundgren Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Debra Lundgren

  	
   

  
	
   

  	
  Deborah R. Lundgren

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Deborah R. Lundgren 1986 Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Debra Lundgren

  	
   

  
	
   

  	
  Deborah R. Lundgren

  
	
   

  	
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The Deborah R. Lundgren 1986 Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/   Debra Lundgren

  	
   

  
	
   

  	
  Deborah R. Lundgren

  
	
   

  	
  Trustee

  



 


 


	
  ACKNOWLEDGED AND AGREED TO

  	
   

  
	
  (with respect to Section 7(k)):

  	
   

  
	
   

  	
   

  
	
  THE SANDS REGENT

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Ferenc B. Szony

  	
   

  
	
   

  	
  Name: Ferenc B. Szony

  	
   

  
	
   

  	
  Title: Chief Executive Officer