SC Michigan LLC and MPM Enterprises, L.L.C..
Exhibit A-1
Exhibit A Purchased Assets
ALL OF THE RIGHT, TITLE AND INTEREST OF SELLERS IN THE ASSETS AND PROPERTIES OF
SELLERS, INCLUDING THOSE SET FORTH ON THIS EXHIBIT A-1 AS OF THE CLOSING DATE,
BUT EXCLUDING ALL ASSETS AND PROPERTIES DEFINED AS "EXCLUDED ASSETS" OR
SPECIFICALLY LISTED ON EXHIBIT B-1 OR EXHIBIT C-1:
1.
ALL INVENTORY AND OTHER TANGIBLE PERSONAL PROPERTY OF SELLERS.
2.
ALL ACCOUNTS RECEIVABLE, PREPAID EXPENSES, DEPOSITS (INCLUDING CUSTOMER
DEPOSITS AND SECURITY DEPOSITS FOR RENT, ELECTRICITY, TELEPHONE OR OTHERWISE),
PREPAID CHARGES AND EXPENSES AND OTHER CURRENT ASSETS OF SELLERS.
3.
ALL RIGHTS OF SELLERS UNDER EACH OWNED PROPERTY AND REAL PROPERTY LEASE,
TOGETHER WITH ALL IMPROVEMENTS, FIXTURES AND OTHER APPURTENANCES THERETO AND
RIGHTS IN RESPECT THEREOF.
4.
ALL GAMING EQUIPMENT AND OTHER FURNITURE AND EQUIPMENT (INCLUDING ALL
HARDWARE AND WIRES LOCATED AT ANY INCLUDED PROPERTY).
5.
ALL VEHICLES, CONCESSION CONTRACTS, SPACE LEASES AND SIMILAR CONTRACT
RIGHTS RELATING TO THE RETAIL VENDORS AT THE INCLUDED PROPERTIES, AND
CONSTRUCTION IN PROGRESS RELATING TO THE INCLUDED PROPERTIES.
6.
ALL CASH, CASH EQUIVALENTS, BANK DEPOSITS OR SIMILAR CASH ITEMS OF
SELLERS OTHER THAN SUCH AMOUNT OF CASH REQUIRED TO PAY DEBTOR'S ADMINISTRATIVE
CLAIMS.
7.
ALL EQUITY INTERESTS OF THE FOLLOWING ENTITIES OWNED BY SELLERS (THE
"TRANSFERRED EQUITY INTERESTS"):
SC Michigan, LLC
Sonoma Land Acquisition Company, LLC
Greens Café, LLC
Town Center Amusements, Inc., a Limited Liability Company
Sunset GV, LLC
Palms Station, LLC
SC Rancho Development LLC
SC Butte Development, LLC
SC Butte Management, LLC
SC Madera Development, LLC
SC Madera Management, LLC
SC Sonoma Development, LLC
SC Sonoma Management, LLC
Station California, LLC
Station Development, LLC
8.
ALL RIGHTS, CLAIMS, REBATES, DISCOUNTS AND CREDITS (INCLUDING ALL
INDEMNITIES, WARRANTIES AND SIMILAR RIGHTS), SECURITY AND OTHER DEPOSITS
(EXCLUDING BANK DEPOSITS), REFUNDS, CAUSES OF
1
ACTION, RIGHTS OF RECOVERY, RIGHTS OF SET OFF, RIGHTS OF RECOUPMENT (OTHER THAN
TAX REFUNDS), AND RIGHTS TO INSURANCE PROCEEDS, OTHER THAN (I) CLAIMS AGAINST
THE LENDERS, THE OPCO AGENT OR THE MORTGAGE LENDERS, WHICH ARE RELEASED BY
SELLERS PURSUANT TO THE PLAN, AND (II) TO THE EXTENT RELATING TO THE PROPCO
PROPERTIES.
9.
THE PURCHASED INTELLECTUAL PROPERTY, INCLUDING ANY ITEMS LISTED ON ANNEX
1 TO THIS EXHIBIT A-1.
10.
ALL ASSETS AND PROPERTIES IDENTIFIED BY PURCHASER AS EXHIBIT A PURCHASED
ASSETS PURSUANT TO SECTION 2.6 OF THE AGREEMENT.
11.
ALL BUSINESS INFORMATION OF SELLERS OTHER THAN BUSINESS INFORMATION
DESCRIBED IN ITEM 22 TO THIS EXHIBIT A-1, AND EXCLUDING (I) PERSONNEL FILES FOR
EMPLOYEES OF ANY SELLER WHO ARE NOT TRANSFERRED EMPLOYEES, AND (II) SUCH FILES
AS SELLERS ARE NOT PERMITTED TO TRANSFER UNDER APPLICABLE LAWS REGARDING
PRIVACY.
12.
ALL PERMITS OF OR USED BY SELLERS IN THE OPERATION OF THE INCLUDED
PROPERTIES, TO THE EXTENT TRANSFERABLE UNDER APPLICABLE LAW.
13.
ALL SUPPLIES OWNED BY SELLERS.
14.
ALL RIGHTS OF ANY SELLER UNDER NON-DISCLOSURE OR CONFIDENTIALITY,
NON-COMPETE, OR NON-SOLICITATION AGREEMENTS WITH EMPLOYEES AND AGENTS OF SUCH
SELLER OR WITH THIRD PARTIES, EXCEPT FOR SUCH AGREEMENTS THAT INCLUDE
OBLIGATIONS