OF OBLIGATIONS OWING
TO THE MORTGAGE LENDERS UNDER THE PROPCO LOAN AGREEMENT, SELLERS SHALL CAUSE THE
PROPCO ASSETS TO BE TRANSFERRED TO NEW PROPCO OR A SUBSIDIARY OF NEW PROPCO, AS
DESIGNATED IN WRITING BY THE MORTGAGE LENDERS AT LEAST 10 DAYS PRIOR TO THE
CLOSING DATE.
(B)
PRIOR TO THE CLOSING DATE, SELLERS SHALL CAUSE EACH OF BOULDER
STATION, INC., DURANGO STATION, INC., FIESTA STATION, INC., GREEN VALLEY
STATION, INC., GV RANCH STATION, INC, LAKE MEAD STATION, INC., PALACE STATION
HOTEL & CASINO, INC., PAST ENTERPRISES, INC., SANTA FE STATION, INC., STATION
HOLDINGS, INC., STN AVIATION, INC., SUNSET STATION, INC. AND TROPICANA
STATION, INC. TO BE CONVERTED
INTO A LIMITED LIABILITY COMPANY OR MERGED
INTO
A LIMITED LIABILITY COMPANY WITH THE LIMITED LIABILITY COMPANY SURVIVING THE
MERGER; PROVIDED, THAT ANY SUCH CONVERSION OR MERGER SHALL NOT BE REQUIRED IF,
IN THE DISCRETION OF SELLERS, SUCH CONVERSION OR MERGER IS NOT NECESSARY TO
MATERIALLY REDUCE LIABILITIES RELATED TO THE TRANSACTIONS CONTEMPLATED HEREBY
AND BY THE PLAN.
(C)
SELLERS SHALL CAUSE FCP MEZZCO BORROWER I, LLC, FCP MEZZCO
BORROWER II, LLC, FCP MEZZCO BORROWER III, LLC, FCP MEZZCO BORROWER IV, LLC AND
FCP MEZZCO BORROWER V, LLC TO TRANSFER ALL EQUITY INTERESTS IN OTHER ENTITIES
HELD BY IT TO ITS MEZZANINE LENDERS IN SATISFACTION OF PLEDGES HELD BY SUCH
MEZZANINE LENDERS, AND TO COOPERATE WITH THE MORTGAGE LENDERS IN CAUSING SUCH
EQUITY INTERESTS TO BE CANCELLED IMMEDIATELY THEREAFTER.
SELLERS SHALL EFFECT ACTION PURSUANT TO SECTION 9.11(B) IN A MANNER THAT,
(I) THE OPCO LENDERS' LIENS GRANTED PURSUANT TO THE OPCO LOAN DOCUMENTS (AS IN
EFFECT ON THE DATE HEREOF) IN ANY ASSETS SUBJECT TO THE TERMS HEREOF REMAINS IN
FULL FORCE AND EFFECT WITH THE SAME VALIDITY AND PRIORITY AS SUCH LIENS HAD
IMMEDIATELY PRIOR TO THE RESTRUCTURING DESCRIBED IN SECTION 9.11(B) AS
REASONABLY DETERMINED BY THE OPCO AGENT AND (II) ANY SUCCESSOR ENTITY TO THE
CONVERSION AND/OR MERGERS SET FORTH IN SECTION 9.11(B) SHALL AFFIRMATIVELY
ACKNOWLEDGE THAT SUCH SUCCESSOR ENTITY HAS ASSUMED ALL OBLIGATIONS UNDER
GUARANTIES, SECURITY DOCUMENTS AND OTHER LOAN DOCUMENTS TO WHICH THE PREDECESSOR
ENTITY IS A PARTY IN CONNECTION WITH ANY SUCH MERGER AND/OR CONVERSION, WHICH
SHALL REMAIN IN FULL FORCE AND EFFECT TO THE SAME EXTENT AS PRIOR TO SUCH MERGER
OR CONVERSION.
ARTICLE X
EMPLOYEES AND EMPLOYEE BENEFITS
10.1
Employment.
(A)
TRANSFERRED EMPLOYEES.
PRIOR TO CLOSING, PURCHASER SHALL DELIVER,
IN WRITING, AN OFFER OF EMPLOYMENT FROM ONE OR MORE PURCHASING ENTITIES,
EFFECTIVE IMMEDIATELY FOLLOWING CLOSING, TO (I) EMPLOYEES OF THE INCLUDED
PROPERTIES WHO ARE AT OR BELOW THE "GENERAL MANAGER" LEVEL AND
(II) CORPORATE-LEVEL EMPLOYEES WHO ARE EXCLUSIVELY DEDICATED TO A SPECIFIC
INCLUDED PROPERTY.
EACH SUCH OFFER OF EMPLOYMENT SHALL (A) BE AT THE SAME
SALARY OR HOURLY
52
WAGE RATE AND POSITION IN EFFECT FOR THE RESPECTIVE EMPLOYEE IMMEDIATELY PRIOR
TO THE CLOSING DATE, (B) PROVIDE FOR SUBSTANTIALLY SIMILAR BENEFITS AS THE
CURRENT SECTION 401(K) PLAN OF THE SELLERS (C) PROVIDE FOR HEALTH AND WELFARE
BENEFITS THAT IN THE AGGREGATE ARE SUBSTANTIALLY SIMILAR