REGISTRATION AGREEMENT
Reference is made to that certain (i) Pledge and Security Agreement, dated
as of April 17, 1996 (the "Pledge Agreement"), made by Xxxxxx X. Xxxxx ("Xxxxx")
and Xxxxx Casinos, Inc. ("TCI") in favor of Xxxxxxxxx, Lufkin & Xxxxxxxx, Inc.
("DLJ") and (ii) Second Amended and Restated Exchange and Registration Rights
Agreement, dated as of the date hereof, by and among Xxxxx, TCI, Xxxxx Casinos
II, Inc. (formerly known as TC/GP, Inc.) ("TCI-II") and Xxxxx Hotels & Casino
Resorts, Inc. ("THCR" and together with Xxxxx, TCI and TCI-II, the "Xxxxx
Parties"), as such agreement may be amended from time to time (the "Exchange
Rights Agreement").
In connection with the execution of that certain Consent and Waiver, dated
as of the date hereof, among DLJ, Xxxxx, TCI, TCI-II, THCR and Xxxxx Hotels &
Casino Resorts Holdings, L.P. ("THCR Holdings"):
1. Xxxxx hereby agrees that if Xxxxx exercises his registration rights
(each a "Xxxxx Exercise") under the Exchange Rights Agreement (the "Registration
Rights") with respect to any limited partnership interests in THCR Holdings (the
"Partnership Interests") beneficially owned by Xxxxx as of the date hereof and
not otherwise pledged to DLJ under the Pledge Agreement (the "Xxxxx
Securities"), he shall simultaneously exercise the Registration Rights with
respect to all of the Partnership Interests pledged to DLJ pursuant to the
Pledge Agreement (the "DLJ Securities"); provided, however, that Xxxxx shall not
be obligated to exercise the Registration Rights with respect to the DLJ
Securities if either (i) the aggregate fair market value of the shares of Common
Stock, par value $.01 per share (the "Common Stock"), of THCR into which Xxxxx
Securities are exchanged in each and all of the Xxxxx Exercises is less than $10
million, (ii) the aggregate number of shares of Common Stock into which Xxxxx
Securities are exchanged in each and all of the Xxxxx Exercises is less than
500,000 shares or (iii) Xxxxx obtains the prior written consent of DLJ.
2. The Xxxxx Parties agree that, in the case of an Event of Default (as
defined in the Pledge Agreement), (i) the right to make any Blackout
Determination (as defined in the Exchange Rights Agreement) shall be waived with
respect to any request to exercise the Registration Rights with respect to the
DLJ Securities and (ii) if Xxxxx exercises the Registration Rights with respect
to the Xxxxx Securities, DLJ, at its option, (notwithstanding Paragraph 1 above)
shall have the right to exercise (or cause Xxxxx to exercise) the Registration
Rights with respect to the DLJ Securities prior to or simultaneously with any
exercise of the Registration Rights with respect to the Xxxxx Securities.
3. Except as provided herein, all of the terms of the Exchange Rights
Agreement remain in full force and effect.
4. This Registration Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
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IN WITNESS WHEREOF, the undersigned have caused this Registration Agreement
to be duly executed and delivered as of this 7th day of October, 1996.
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
XXXXX HOTELS & CASINO RESORTS, INC.
(only with respect to Paragraphs 2, 3 and 4)
/s/ Xxxxxx X. Xxxxx
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By: Xxxxxx X. Xxxxx
Title: Chairman of the Board
XXXXX CASINOS, INC.
(only with respect to Paragraphs 2, 3 and 4)
/s/ Xxxxxx X. Xxxxx
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By: Xxxxxx X. Xxxxx
Title: President
XXXXX CASINOS II, INC.
(only with respect to Paragraphs 2, 3 and 4)
/s/ Xxxxxx X. Xxxxx
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By: Xxxxxx X. Xxxxx
Title: President
Accepted and Agreed:
XXXXXXXXX, LUFKIN & XXXXXXXX, INC.
By: /s/ Xxxx Xxxxxxxx
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Name:Xxxx Xxxxxxxx
Title:
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