SUBORDINATION AGREEMENT (LIGHTING)
THIS AGREEMENT, made and entered into as of the 18th day of August,1997,
by and between CD ENTERTAINMENT LTD., doing business in Virginia as CD
ENTERTAINMENT, LTD., L.L.C., and its successors and assigns (hereinafter called
"Beneficiary"), COLONIAL DOWNS HOLDINGS, INC., a Virginia corporation,
(hereinafter called "Holdings") and COLONIAL DOWNS, L.P., a Virginia limited
partnership (hereinafter called "Partnership") and XXXXX X. XXXXXXXXX and XXXXX
X. XXXXXXXX, either of whom may act (the "Trustees").
WITNESSETH:
WHEREAS, Holdings has encumbered that certain real estate located in New
Kent County, Virginia described in Schedule A attached hereto (the "Property")
as security for a loan in the original principal amount of Five Million Five
Hundred Thousand Dollars ($5,500,000.00) from Beneficiary to Holdings (the "Deed
of Trust");
WHEREAS, Holdings and the Partnership have pledged their interest in
certain lighting equipment installed on the Property and used to illuminate the
racetrack surfaces to Citizens & Farmers Bank, pursuant to a UCC-1 financing
statement, dated as of the date hereof (the "Lighting Pledge") for a loan in the
original principal amount of Nine Hundred Thousand and No/100 Dollars
($900,000.00); and
WHEREAS, the Partnership, Holdings, and Beneficiary have agreed to the
following with respect to their mutual rights and obligations pursuant to the
Lighting Pledge and the Deed of Trust.
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) paid by
each party to the other and the mutual covenants and agreements herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto covenant and
agree as follows:
1. Beneficiary's interest under the Deed of Trust in and to the
collateral described in the Lighting Pledge and all rights of Beneficiary
thereunder shall be and are hereby declared subject and subordinate to the
Lighting Pledge, the security interest it perfects in such collateral, and its
terms, and the term "Lighting Pledge" as used herein, shall automatically
include any amendment, supplement, modification, renewal or replacement thereof.
2. This Agreement and its terms shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns,
including, without limitation, any purchaser at any foreclosure sale.
3. Beneficiary hereby instructs the Trustees under the Deed of Trust to
join in this Subordination Agreement.
4. The Sole Acting Trustee enters herein for the sole purpose of
evidencing the Trustees' consent to the subordination of the Deed of Trust, as
set forth herein.
IN WITNESS WHEREOF, this Agreement has been fully executed on the day
and the year first above written.
CD ENTERTAINMENT LTD.
By: Xxxxxx Entertainment Ltd.,
its Manager
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Xxxxxxx X. Xxxxxx, Manager
COLONIAL DOWNS HOLDINGS, INC., a
Virginia corporation
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Xxxxxxx X. Xxxxxx, C.E.O.
COLONIAL DOWNS, L.P., a
Virginia limited partnership
By: STANSLEY RACING CORP.,
its General Partner
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Xxxxxxx X. Xxxxxx, C.E.O.
/s/ Xxxxx X. Xxxxxxxxx
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Sole Acting Trustee
STATE OF OHIO
COUNTY OF CUYAHOGA, to-wit:
The foregoing instrument was acknowledged before me this 18th day of
August, 1997 by Xxxxxxx X. Xxxxxx, Manager of Xxxxxx Entertainment Ltd., on
behalf of CD Entertainment Ltd., Chief Executive Officer of Colonial Downs
Holdings, Inc. and Chief Executive Officer of Stansley Racing Corp.
My Commission expires: January 16, 2002
/s/ Xxxxx X. Duzer
------------------
Notary Public
COMMONWEALTH OF VIRGINIA,
CITY OF RICHMOND, to-wit:
The foregoing instrument was acknowledged before me this 20th day of
August, 1997 by Xxxxx X. Xxxxxxxxx, Sole Acting Trustee.
My Commission expires: 10/31/98
/s/ Xxxxxxx X. Xxxxxx
--------------------
Notary Public
SCHEDULE "A"
All that certain tract or parcel of land lying and being in Cumberland District,
New Kent County, Virginia, containing 345.000 acres, more or less, as depicted
on "Plat of a Parcel of Land Lying South of X-00, Xxxxxxxxxx Xxxxxxxx, Xxx Xxxx
Xxxxxx," dated 3/18/97, made by Resource International, Ltd., signed by Xxxxxx
X. Xxxxxxxxxxx, III, Land Surveyor, a true copy of which is attached hereto and
recorded herewith, and which is incorporated herein by reference for a complete
and accurate description of the land conveyed hereby.
Together with a perpetual non-exclusive easement of right of way typically 60
feet in width over, under and across the "60' Ingress/Egress Easement" as
depicted on the aforesaid plat for the purposes of ingress from the subject land
and State Route 155, as well as the placement of utilities to serve the subject
land.
Being the same real estate conveyed to Colonial Downs Holdings, Inc. by Deed
from Chesapeake Forest Products Company, dated March 19, 1997, recorded March
20, 1997 in the Clerk's Office of the Circuit Court of New Kent County, Virginia
in Deed Book 241 at page 453.
