PLEDGE SUPPLEMENT
EXHIBIT 4.15
This PLEDGE SUPPLEMENT, dated as of January 31, 2011 (this “Pledge Supplement”), is delivered by KANSAS STAR CASINO, LLC, a Kansas limited liability company (the “Grantor”), pursuant to the Pledge and Security Agreement, dated as of August 6, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among XXXXXXX XX, LLC, a Delaware limited liability company, XXXXXXX XX WORTH, LLC, a Delaware limited liability company, PENINSULA GAMING, LLC, a Delaware limited liability company (“PGL”), PENINSULA GAMING CORP., a Delaware corporation (“PGC”), THE OLD XXXXXXXXXX XXXXX, L.L.C., a Louisiana limited liability company, BELLE OF ORLEANS, L.L.C., a Louisiana limited liability company, the other Grantors from time to time party thereto and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement.
WHEREAS, PGL and PGC, as co-issuers, the subsidiaries of PGL party thereto as guarantors (the “Guarantors”), and U.S. Bank National Association, as trustee, are parties to that certain Indenture, dated as of August 6, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), and, in connection with the Indenture, PGL, PGC and the Guarantors entered into the Security Agreement;
WHEREAS, the Indenture requires the Grantor to become a party to the Security Agreement; and
WHEREAS, the Grantor has agreed to execute and deliver this Pledge Supplement in order to become a party to the Security Agreement.
NOW, THEREFORE, IT IS AGREED THAT:
By executing and delivering this Pledge Agreement, the Grantor hereby (a) becomes a party to the Security Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder and (b) confirms the grant to the Collateral Agent set forth in the Security Agreement of, and does hereby grant to the Collateral Agent, a security interest in and continuing lien on all of the Grantor’s right, title and interest in, to and under all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which the Grantor now has or hereafter acquires an interest and wherever the same may be located. The Grantor represents and warrants that (i) each of the representations and warranties contained in Section 5 of the Security Agreement is true and correct on and as of the date hereof (after giving effect to this Pledge Supplement) as if made on and as of such date and (ii) the attached Supplements to Schedules accurately and completely set forth all additional information required to be provided pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of the Schedules to the Security Agreement.
THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).
[Signature Page Follows]
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NEWYORK 7982923 (2K)
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IN WITNESS WHEREOF, the Grantor has caused this Pledge Supplement to be duly executed and delivered by its duly authorized officer as of the date first written above.
| KANSAS STAR CASINO, LLC | |||
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Date
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By:
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/s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx Xxxxxxx | |||
| Title: Chief Financial Officer | |||
SUPPLEMENT TO SCHEDULE 5.1
TO PLEDGE AND SECURITY AGREEMENT
Additional Information:
GENERAL INFORMATION
(A) Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive Office/Sole Place of Business and Organizational Identification Number of the Grantor:
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Full Legal
Name
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Type of
Organization
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Jurisdiction of
Organization
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Chief Executive
Office/Sole Place of
Business (or
Residence if Grantor
is a Natural Person)
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Organization
Identification
Number
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Kansas Star Casino, LLC
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Limited liability company
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Kansas
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000 Xxxx Xxxxxxx Xx. Xxx 000
Xxxxxxx, XX 00000
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0000000
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(B)Other Names (including any Trade Name or Fictitious Business Name) under which the Grantor currently conducts business:
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Full Legal Name
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Trade Name
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Kansas Star Casino, LLC
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Kansas Star Casino
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(C) Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business and Corporate Structure of the Grantor within past five years: None.
(D)Agreements pursuant to which the Grantor is bound as debtor within past five years: None.
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NEWYORK 7982923 (2K)
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SUPPLEMENT TO SCHEDULE 5.2
TO PLEDGE AND SECURITY AGREEMENT
COLLATERAL IDENTIFICATION
I. INVESTMENT RELATED PROPERTY
(A) Pledged Debt: None.
(B) Securities Accounts:
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Grantor
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Name and Address of
Securities Intermediary
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Account Number
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Account Name
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Kansas Star Casino, LLC
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Xxxxx Fargo Brokerage Services, LLC
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
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00000000
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Securities Account
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(C) Deposit Accounts:
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Grantor
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Name and Address of
Depositary Bank
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Account Number
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Account Name
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Kansas Star Casino, LLC
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American Trust
P.O. Box 938
Dubuque, IA 52004
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2435161639
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Checking Account
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Kansas Star Casino, LLC
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American Trust
P.O. Box 938
Dubuque, IA 52004
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2999360544
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Money Market Account
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(D) Commodity Contracts and Commodities Accounts: None.
II. INTELLECTUAL PROPERTY
(A) Copyrights: None.
(B) Copyright Licenses: None.
(C) Patents: None.
(D) Patent Licenses: None.
(E) Trademarks: None.
(F) Trademark Licenses: None.
(G) Trade Secret Licenses: None.
III. COMMERCIAL TORT CLAIMS
None.
IV. LETTER OF CREDIT RIGHTS
None.
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V.
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WAREHOUSEMAN, BAILEES AND OTHER THIRD PARTIES IN POSSESSION OF COLLATERAL
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None.
VI. TIMBER TO BE CUT
None.
VII. JUDGMENTS
None.
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NEWYORK 7982923 (2K)
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SUPPLEMENT TO SCHEDULE 5.4
TO PLEDGE AND SECURITY AGREEMENT
UCC FINANCING STATEMENTS
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Grantor
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Filing Jurisdiction
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Kansas Star Casino, LLC
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Kansas Secretary of State
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NEWYORK 7982923 (2K)
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SUPPLEMENT TO SCHEDULE 5.5
TO PLEDGE AND SECURITY AGREEMENT
LOCATIONS OF EQUIPMENT AND INVENTORY
None.
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NEWYORK 7982923 (2K)
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