Exhibit 10.24
Transaction No. 1203-P-01-01
PREFERRED MORTGAGE
CASINO CRUISE SHIP
ROYAL STAR
This PREFERRED MORTGAGE made this ____ day of June, 2005, by Royal Star
Entertainment, LLC, a Delaware limited liability corporation (the "Mortgagor"),
to PDS Gaming Corporation, a Minnesota corporation, (the "Mortgagee").
WHEREAS, the Mortgagor is the sole owner of the whole of casino cruise ship
Royal Star, St. Xxxxxxx and the Grenadines Official Number 6695 (IMO Number
8409056) (the "Vessel"), and duly documented in the name of the Mortgagor under
the laws and flag of St. Xxxxxxx and the Grenadines with its home port of
registration Kingstown, St. Xxxxxxx and the Grenadines; and
WHEREAS, the Mortgagor is justly indebted to the Mortgagee in the sum of
Twenty-Nine Million Four Hundred Fifty Thousand and No/100ths Dollars
($29,450,000.00), and any and all interest from time to time accruing thereon
and to secure the payment of said debt with interest has executed and delivered
this preferred mortgage (the "Mortgage"), the Note and the Loan and Security
Agreement annexed hereto as Exhibit A, which by this reference are each
incorporated herein and made a part hereof as each may be amended, restated,
supplemented or otherwise modified from time to time (hereinafter collectively
referred to as, the "Loan Agreement"), to the Mortgagee;
NOW, THEREFORE, THIS MORTGAGE WITNESSETH:
That in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency whereof is hereby acknowledged, and
in order to secure the payment of the indebtedness evidenced by the Loan
Agreement according to the terms thereof and the payment of any advancements
that shall hereafter be made, and the performance of and compliance with all the
covenants, terms and conditions herein and therein, the Mortgagor does by these
presents grant, convey, mortgage, pledge, assign, transfer, set over and confirm
to the Mortgagee, its respective successors and assigns the whole of
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the Vessel, together with all its machinery, masts, sails, anchors, cables,
rigging, tackle, apparel, fittings, tools, equipment and all other appurtenances
thereunto now, or at any time hereafter, appertaining or belonging, whether now
owned or hereafter acquired, whether on board or not, and all additions,
improvements and replacements hereafter made in or to the Vessel or any part or
appurtenance thereof, provided, however, that the Excluded Equipment (as
hereinafter defined) shall not constitute a part or appurtenance of the Vessel
and shall not be subject to the lien of this Mortgage;
TO HAVE AND TO HOLD the same unto the Mortgagee, its respective successors
and assigns, upon the terms herein set forth to secure the performance and
observance of and compliance with the covenants, terms and conditions in the
Loan Agreement and this Mortgage.
PROVIDED, HOWEVER, and these presents are executed and delivered upon the
condition that if the Mortgagor, its successors and assigns, shall pay or cause
to be paid to the party to the Loan Agreement the principal of the indebtedness
aforesaid and interest thereon as and when the same shall become due and payable
in accordance with the terms of the Loan Agreement and all other such sums as
are or may hereafter become secured by this Mortgage in accordance with the
terms hereof, and the Mortgagor shall duly perform, observe and comply fully
with the covenants, terms and conditions in the Loan Agreement and in this
Mortgage, expressed or implied, to be performed, observed and complied with,
then these presents and the rights hereunder shall cease, terminate and be void;
otherwise to be and remain in full force and effect.
IT IS HEREBY COVENANTED, DECLARED AND AGREED that the property above
described is to be held subject to the further covenants, conditions,
provisions, terms and uses hereinafter set forth.
Article 1
CORPORATE STATUS; ENFORCEABILITY
The Mortgagor is a limited liability company duly organized under the laws
of the State of Delaware and is duly authorized to mortgage the property
conveyed hereunder. All corporate action on its part, and all action on the part
of its members and managers, for the making and delivering of the Loan
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Agreement and the execution of this Mortgage has been duly and effectively
taken. The indebtedness hereby secured is and will be the valid and enforceable
obligation of the Mortgagor in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles.
Article 2
VESSEL TITLE
The Mortgagor lawfully owns and is lawfully possessed of the mortgaged
property, the Vessel, and the Mortgagor covenants and promises that it will
warrant and defend the title and possession thereto and every part thereof for
the benefit of the Mortgagee against the claims and demands of all persons
whomsoever; and further warrants that the Vessel is free from all encumbrances,
claims, unpaid taxes and that there are no liens of any type, or other mortgages
on the Vessel other than the lien created by this Mortgage.
Article 3
SATISFACTION OF LOAN AGREEMENT
Mortgagor will pay the principal amount aforesaid, the interest thereupon
as stipulated and fulfill, perform, and observe each and every one of the
covenants, agreements, and conditions in this Mortgage and in the Loan
Agreement.
Article 4
COMPLIANCE WITH LAWS OF ST. XXXXXXX AND THE GRENADINES
(a) The Mortgagor will cause this Mortgage to be duly recorded in
accordance with the laws of St. Xxxxxxx and the Grenadines.
(b) The Mortgagor shall comply with and satisfy all the provisions of the
laws of St. Xxxxxxx and the Grenadines, including without limitation the St.
Xxxxxxx and the Grenadines Merchant Shipping Xxx 0000, as amended from time to
time (the "SVG Merchant Shipping Act"), in order to establish and maintain this
Mortgage as a preferred mortgage thereunder upon the Vessel and upon all
renewals,
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additions, improvements and replacements made in or to the same and will comply
with all other requirements in order that the Vessel (i) may remain qualified to
engage in the trades and activities permitted under the current endorsements
listed in the Vessel's Certificate of Registration and (ii) will not be
unreasonably exposed to penalty, forfeiture or capture. Mortgagor will not do,
or suffer or permit to be done, anything which can or may injuriously affect the
registration or enrollment of the Vessel under the laws and regulations of St.
Xxxxxxx and the Grenadines and will at all times keep the Vessel duly registered
thereunder. All property of every kind and nature which by the provisions hereof
is intended to become subject to the lien hereof shall immediately upon the
acquisition thereof by the Mortgagor and without any further conveyance or
assignment, become and be subject to the lien hereof.
(c) The Mortgagor represents that the following information required by the
Register of Ships of St. Xxxxxxx and the Grenadines is accurate as of the date
of this Mortgage:
(1) Identity of the Vessel: The casino cruise ship Royal Star, St.
Xxxxxxx and the Grenadines Official Number 6695; IMO Number 8409056; 2040 gross
tons; 630 net tons; length 63.14 meters; breadth 12.80 meters; moulded depth
4.11 meters.
(2) Name and address of each party to this Mortgage:
Mortgagor:
Royal Star Entertainment, LLC
c/o Palm Beach Cruise Lines
Xxx Xxxx 00xx Xxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxxxx
Telephone:
Facsimile:
Mortgagee:
PDS Gaming Corporation
0000 Xxxxx Xxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
Attention: Xxxxx Xxxxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
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(3) Maximum amount of the direct obligation: Twenty-Nine Million Four
Hundred Fifty Thousand and No/100 United States Dollars (US$29,450,000.00) and
any and all interest from time to time accruing thereon.
(4) Interest Rate and Dates of Payment of Principal and Interest: As
stipulated in the Loan Agreement.
(5) Interest of the Mortgagor in the Vessel: Sole owner of the whole of
the Vessel.
(6) Interest Mortgaged: The whole of the Vessel, together with all its
machinery, masts, sails, anchors, cables, rigging, tackle, apparel, fittings,
tools, equipment and all other appurtenances thereunto now or at any time
hereafter, appertaining or belonging, whether now owned or hereafter acquired,
whether on board or not, and all additions, improvements and replacements
hereafter made in or to the Vessel or any part or appurtenances thereof.
Article 5
RETENTION OF MORTGAGE
(a) The Mortgagor shall use diligence to keep a certified copy of this
Mortgage, as furnished by the Mortgagee, on the Vessel, as required by Section
47 of the SVG Merchant Shipping Act.
(b) The Mortgagor will cause a notice, reading as follows (or containing
such additional information relating to any permitted mortgage that is placed on
Vessels as may be approved by the Mortgagee) printed in plan type of such size
that the paragraph of reading matter shall cover a space not less than six
inches wide by nine inches high, and framed, to be placed and kept prominently
exhibited in the chart room and in the master's cabin of the Vessel if such room
and cabin are contained in the Vessel and, if not, where such notices
customarily are kept for vessels of the type of the Vessel:
"NOTICE OF SHIP MORTGAGE
This vessel is owned by Royal Star Entertainment, LLC, a
Delaware limited liability company, and is covered by a Preferred
Mortgage in favor of PDS Gaming Corporation, a Minnesota corporation, a
certified copy of which mortgage is kept with this vessel's papers.
Under the terms of said mortgage, neither the owner, any charterer, the
master or agent of this
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vessel nor any other person has any right, power or authority to create,
incur, or permit to be placed or imposed upon this vessel any lien
whatsoever, other than liens for wages of a stevedore when employed
directly by the owner, operator, master or agent of the vessel, for
wages of the crew in respect of this vessel, general average or for
salvage (including contract salvage), liens fully covered by insurance
and any deductible applicable thereto, or, to the extent they are liens
subordinate to the liens of the said mortgage, other liens incident to
current operations or for repairs in respect of this vessel."
(c) The Mortgagor will not transfer or change the flag or port of
documentation of the Vessel without having obtained the prior written consent of
the Mortgagee, and any such written consent to any one transfer or change of
flag or port of documentation shall not be construed to be a waiver of this
provision with respect to any subsequent proposed transfer or change of flag or
port of documentation.
Article 6
INSURANCE
(a) The Mortgagor shall, at its own expense, cause the Vessel to be insured
in an amount that shall be at least equal to its full commercial value but not
less than 100% of the amount remaining unpaid on said principal sum of the Note
annexed hereto as Exhibit A together with accrued interest. Such insurance shall
cover marine perils, on hull and machinery, and shall be maintained in the
standard forms available in the American or British insurance markets. The
Mortgagor shall cause to be maintained protection and indemnity (P&I) insurance
or liability insurance in an amount at least equal to the full commercial value
of the Vessel. Mortgagor also agrees to carry P&I Pollution coverage, as well as
any additional coverage necessary to meet federal or state proof of financial
responsibility requirements, if required.
(b) The Mortgagor shall not do any act or voluntarily suffer or permit any
act to be done whereby any insurance is or may be suspended, impaired or
defeated and shall not suffer or permit the Vessel to engage in any voyage, or
in any operation not permitted under the policy or policies of
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insurance in effect, unless and until the Mortgagor shall first cover the Vessel
to the amount herein provided for by insurance, satisfactory to the Mortgagee
for such voyage, or operation of the Vessel.
(c) In the event of any actual, constructive or compromised total loss of
the Vessel, such loss shall not be adjusted or compromised without the prior
written consent of the Mortgagee, and all insurance or other payments for such
shall be paid to the Mortgagor and applied by the Mortgagor in accordance with
the terms of the Loan Agreement.
(d) In the event that any claim or lien is asserted against the Vessel for
loss, damage or expense which is covered by insurance required hereunder, and it
is necessary for the Mortgagor to obtain a bond or supply other security to
prevent arrest of the Vessel or to release the Vessel from arrest on account of
such claim or lien, the Mortgagee, on request of the Mortgagor or its agent,
may, in the sole discretion of the Mortgagee, assign to any person, firm or
corporation executing a surety or guarantee bond or other agreement to save or
release the Vessel from such arrest, all right, title and interest of the
Mortgagee in and to said insurance covering said loss, damage or expense, as
collateral security to indemnify such person, firm or corporation against
liability under said bond or other agreement.
(e) If requested by the Mortgagee at any time and from time to time, the
Mortgagor will deliver to the Mortgagee copies of all cover notes, binders,
policies and certificates of membership in protection and indemnity
associations, and all endorsements and riders amendatory thereof, in respect of
insurance maintained in connection with the Vessel.
(f) All insurance required by this Article 6, except for insurance covering
the Mortgagor's liability to the crew of the Vessel, must name each of the
Mortgagee and PDS Funding 2004-A, LLC as an additional insured, but without
liability for premiums, club calls, assessments, warranties or representations,
and, upon and after the occurrence of any default (as described in Article 12
hereof), all amounts of whatsoever nature payable under any insurance must be
payable to the Mortgagee and PDS Funding 2004-A, LLC for distribution first in
respect of the obligations owing under the Loan Agreement and thereafter to the
Mortgagor or others as interest may appear. Mortgagor shall deliver to Mortgagee
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certificates of insurance together with all necessary endorsements evidencing
that Mortgagee has been named an additional insured.
Article 7
LIENS
(a) In due course, and in any event within thirty (30) days after the same
becomes due and payable, the Mortgagor will pay or cause to be discharged or
make adequate provision for the payment or discharge of all claims or demands
which, if not paid or discharged, might result in the creation of a security
interest, lien, encumbrance or charge against the Vessel or any income
therefrom, and will cause the Vessel to be released or discharged from each such
security interest, lien, encumbrance or charge therefor.
(b) If a libel is filed upon the Vessel or if the Vessel shall be arrested,
seized, sequestered or taken into custody by virtue of any proceeding in any
court or tribunal or by any government or other authority, the Mortgagor will
promptly notify the Mortgagee thereof, and within fifteen (15) days after such
libel, arrest, seizure, sequestration, or taking into custody will cause the
Vessel to be released and will promptly notify the Mortgagee of such release.
(c) Neither the Mortgagor, any charterer or any other person has or shall
have any right, power or authority to create, incur or permit to be placed or
imposed or continued upon the Vessel any lien whatsoever (including any
encumbrance or security interest) other than the lien created by this Mortgage
and liens for crew's wages or salvage or otherwise arising in the normal course
of trading and being regularly settled.
Article 8
VESSEL MAINTENANCE; ACCESS
(a) At all times the Mortgagor shall exercise due diligence to cause the
Vessel to be maintained and preserved in as good condition, working order, and
repair, as at the date of the execution of this Mortgage, ordinary wear and tear
and depreciation excepted. The Mortgagor agrees, following
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request by the Mortgagee, to give the Mortgagee at least ten (10) days notice of
actual date and place of any survey of the Vessel in order that the Mortgagee
may have representatives present if desired.
(b) The Mortgagor will at all reasonable times afford the Mortgagee or its
authorized representatives full and complete access to the Vessel for the
purpose of inspecting the Vessel and her cargo and papers and, at the request of
the Mortgagee, the Mortgagor will deliver for inspection copies of any and all
contracts and documents relating to the Vessel, whether on board or not. Until
an Event of Default has occurred and is continuing, any such inspection shall be
conducted at a time and in a manner which does not interfere with the operation
of the Vessel and in the ordinary course of the Mortgagor's business.
Article 9
TAXES
The Mortgagor shall pay and discharge, when due and payable from time to
time, all taxes, assessments, penalties, and governmental charges imposed upon
the Vessel.
Article 10
POSSESSION
Subject to Article 12, the Mortgagor may retain and possess the Vessel or
charter the Vessel as permitted by law; provided, however, the Mortgagor shall
not sell, mortgage, transfer nor change the Vessel's flag or otherwise encumber
the Vessel, except as provided by Article 7 hereof, without the written approval
of the Mortgagee.
Article 11
REQUISITION OF TITLE OR USE
In the event that the title to or ownership of the Vessel, or the use of
the Vessel, shall be requisitioned, purchased or taken by, or the Vessel shall
be seized by or forfeited to, any government of any country or any department,
agency or representative thereof, pursuant to any present or future law,
proclamation, decree, order or otherwise or by any other person or persons,
whether or not acting under color of governmental authority, the compensation,
purchase price, reimbursement or award for such
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requisition, purchase, seizure, forfeiture or other taking of such title,
ownership or use shall forthwith be and become payable to the Mortgagee. The
Mortgagor hereby constitutes and appoints the Mortgagee its true and lawful
attorney, for it and in its name, place and stead, from and after a requisition,
purchase, seizure, forfeiture, or other taking of such title, and during the
continuance thereof, to collect, receipt for, acknowledge the payment of, xxx
for and execute any documentation or writing that may be necessary or required
in order to obtain payment of said compensation, purchase price, reimbursement
or award, giving and granting to said attorney full power and authority to do
and perform every act and thing whatsoever requisite or necessary to be done in
or about the premises as fully and to all intents and purposes as it, the
Mortgagor, might or could do if personally present at the doing thereof, with
full power of substitution, hereby ratifying and confirming all that its said
attorney or substitute shall do or cause to be done by virtue hereof. The
Mortgagor shall promptly execute and deliver to the Mortgagee such documents and
shall promptly do and perform such acts as in the opinion of the Mortgagee may
be necessary or useful to facilitate or expedite the collection by the Mortgagee
of such compensation, purchase price, reimbursement or award.
Article 12
DEFAULT
(a) In the event of (i) the Mortgagor's default of prompt and punctual
payment when due in the payment of any interest or principal sum stated in the
Note, or (ii) any other "Event of Default" under and as defined in the Loan
Agreement shall have occurred and be continuing, then in every such case the
entire unpaid principal of and interest on the Loan Agreement may be declared
immediately due and payable at the Mortgagee's option without prior notice. If
such sums are not paid forthwith, the Mortgagee, at its sole option, may
foreclose or enforce this Mortgage lien by suit in rem in admiralty and the
Mortgagee shall be entitled to the appointment of a receiver or receivers of the
Vessel and mortgaged property and of the revenues thereof. The Mortgagor shall
execute any documents requested by the Mortgagee to expedite the foreclosure
proceedings. The Mortgagee shall have the right to bid or purchase the Vessel in
the foreclosure proceedings.
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(b) In case the Mortgagee shall have proceeded to enforce any right under
this Mortgage by foreclosure and such proceedings shall have been discontinued
or abandoned for any reason, or shall have been determined adversely to the
Mortgagee, then the Mortgagor and the Mortgagee shall be restored to their
former positions.
(c) No delay or omission of the Mortgagee in the exercise any right or
power accruing upon any default shall impair any such right or power, or shall
be construed to be a waiver of any such default or acquiescence therein; and
every power and remedy given herein may be exercised from time to time and as
often as may be deemed expedient.
(d) The remedies in favor of the Mortgagee provided for herein shall not be
construed to preclude the Mortgagee in the event of default hereunder from
enforcing any other appropriate remedies against the Mortgagor or the Vessel, or
from proceeding by suit as the Mortgagee may consider advisable to enforce the
payment or performance of any obligation secured hereby.
Article 13
ALLOCATION OF SALE PROCEEDS
Proceeds from any sale shall be applied as follows:
FIRST. The payment of all expenses and charges, including the cost and
expenses of any sale, the expenses of any retaking, attorneys' fees, court
costs, and any other expenses or advances made or incurred by the Mortgagee in
the protection of its rights or the pursuance of its remedies hereunder.
SECOND. The payment of any damages or injuries sustained by the Mortgagee
occasioned by non-compliance by the Mortgagor with the terms and provisions of
this Mortgage, and to furnish indemnity in the proper amount against any other
liens or other encumbrances which have or may have priority over those
established by this Mortgage.
THIRD. Payment of the unpaid balance of principal and interest under the
terms of the Loan Agreement, and any advances, if any, made by the Mortgagee.
FOURTH. Payment of any other obligations under the Loan Agreement.
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FIFTH. Payment of any surplus to the Mortgagor. If insufficient funds are
realized to satisfy the sums set out above, the Mortgagor shall forthwith pay
the Mortgagee the amount of such deficiency.
In the event the proceeds and the net earnings referred to in this Article
should be insufficient to pay the sum total of the amounts specified in
paragraphs First through Fourth above, then the Mortgagee, as mortgage creditor,
shall have the right to collect and to receive from the Mortgagor, or from any
other person or persons who may be chargeable in respect thereof, such amount as
will fully pay any remaining deficiency with respect to the amounts specified in
paragraphs First through Fourth above.
Article 14
PREFERRED MORTGAGE STATUS; FILING OF FINANCING STATEMENTS
No provision of this Mortgage shall be deemed to constitute a waiver by the
Mortgagee of the preferred status hereof, and any provision of this Mortgage
which would otherwise constitute such a waiver shall to such extent be of no
force or effect. The Mortgagor hereby irrevocably authorizes the Mortgagee to
file and record financing statements under the Uniform Commercial Code in any
jurisdiction where the same may be in force or under any legislation having
similar effect for the purpose of perfecting or continuing the perfection of the
security interests granted by the Mortgagor to the Mortgagee herein without
obtaining the signature of the Mortgagor thereto. The Mortgagor hereby
irrevocably authorizes the Mortgagee to execute any such financing statement or
similar document in the name of the Mortgagor. Notwithstanding any provisions of
this Mortgage or the Loan Agreement to the contrary, the preferred mortgage lien
imposed by this Mortgage shall in no event include any gaming equipment owned or
leased by Mortgagor and placed on the Vessel (the "Excluded Equipment");
provided, however, Mortgagee does not otherwise possess a security interest in
any such equipment created by separate agreement between Mortgagor and Mortgagee
or by the proper filing and perfection of a UCC-1 financing statement.
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Article 15
ADVANCES
Upon written request from the Mortgagee, the Mortgagor will reimburse the
Mortgagee promptly for any and all reasonable expenditures which the Mortgagee
may from time to time make, lay out or expend in providing such protection in
respect of insurance, discharge or purchase of liens, taxes, dues, assessments,
governmental charges, fines and penalties lawfully imposed, repairs, attorney's
fees, necessary translation fees for documents made in a language other than
English, and other matters as the Mortgagor is obligated herein to provide, but
fails to provide. Such obligation of the Mortgagor to reimburse the Mortgagee
shall be an additional indebtedness due from the Mortgagor, secured by this
Mortgage, and shall be payable by the Mortgagor on demand. The Mortgagee, though
privileged to do so, shall be under no obligation to the Mortgagor to make any
such expenditures, nor shall the making thereof relieve the Mortgagor of any
default in that respect.
Article 16
OTHER DOCUMENTS
In the event this Mortgage or the Loan Agreement or any provisions thereof
are held invalid, in whole or in part under any present or future law or any
decisions of any court having jurisdiction thereof, the Mortgagor shall execute
such other or further instruments as in the opinion of counsel for the Mortgagee
will carry out the true intent and spirit of this Mortgage. From time to time
the Mortgagor shall execute such further assurances as in the opinion of counsel
for the Mortgagee may be required more effectually to subject the property
herein mortgaged or intended to be mortgaged to the payment of said principal
sum required under the terms of the Loan Agreement. Invalidity of any provision
hereof shall not impair or defeat the provisions hereof which are valid.
Article 17
NOTICES
All notices and other communications required or permitted under this
Mortgage shall be in writing, shall be sent to the address of the recipient
listed in Article 4(c) hereof by personal delivery,
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telefax, overnight mail or certified mail and shall be effective when received.
Any address for notices may be changed by written notice thereof to the other
parties as provided in this Article.
Article 18
SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARIES
All the covenants, stipulations, and agreements in this Mortgage shall bind
and inure to the benefit of the Mortgagor, its successors and assigns, and the
Mortgagee, its successors and assigns. Mortgagor may not assign its rights and
obligations hereunder without prior written consent of Mortgagee. Mortgagee may
assign its rights and obligations hereunder without prior written consent of
Mortgagor, including but not limited to, to PDS Funding 2004-A, LLC.
Article 19
GOVERNING LAW
This Mortgage and all the rights and obligations of the parties hereunder
and their successors and assigns shall be governed by the laws of St. Xxxxxxx
and the Grenadines, including any treaties and conventions to which St. Xxxxxxx
and the Grenadines is a signatory and without giving effect to its conflict of
law rules. Each of the parties irrevocably and unconditionally (i) agrees that
any legal suit, action or proceeding brought by a party hereto arising out of or
based upon this Mortgage, except for an in rem action against the Vessel, shall
exclusively be brought in the United States District Court located in Xxxxx
County, Nevada ("District of Nevada"), (ii) waives, to the fullest extent it may
effectively do so, any objection which it may now or hereafter have to the
laying of venue of any such proceeding brought in the District of Nevada, and
any claim that any such action or proceeding brought in the District of Nevada
has been brought in an inconvenient forum, (iii) submits to the exclusive
jurisdiction of the District of Nevada in any suit, action or proceeding, and
(iv) agrees that the losing party shall pay to the prevailing party the
reasonable attorneys' fees and reasonable expenses incurred by the prevailing
party in such action. If for any reason the District of Nevada lacks
jurisdiction over a matter arising out of or based upon this Mortgage, excluding
any in rem action against the Vessel, the District Court for the State of Nevada
in Xxxxx County, Nevada ("Nevada State Court") shall then have exclusive
jurisdiction and all
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other provisions of this Article shall remain valid and enforceable in such
court. Mortgagor covenants and agrees that, so long as it shall be obligated
under this Mortgage, it shall maintain an office in Palm Beach, Florida and
agrees that in any action or proceeding brought against it service may be made
by mailing a copy of any summons or other legal process in any such action or
proceeding to it at such office. Mortgagor shall promptly notify the Mortgagee
of any change in such office.
Article 20
COUNTERPARTS
This Mortgage may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute but one
and the same instrument.
Article 21
ACCEPTANCE
The Mortgagee declares that it accepts the mortgage hereby created in its
favor under the terms above set forth.
Article 22
INFORMATION FOR RECORDING
For the purposes of recording this Mortgage as required by Section 43(1) of
the SVG Merchant Shipping Act, the total amount of this Mortgage is Twenty-Nine
Million Four Hundred Fifty Thousand and No/100 United States Dollars
(US$29,450,000.00) and interest and performance of mortgage covenants. The final
maturity date of principal and interest is [August 1, 2009] and the discharge
amount is the same as the total amount.
[SIGNATURE ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Mortgagor has executed this Mortgage the day
and year first above written.
MORTGAGOR
ROYAL STAR ENTERTAINMENT, LLC
By:
----------------------------
Title:
-------------------------
ACKNOWLEDGMENT
STATE OF FLORIDA ss.
ss. ss.
COUNTY OF ss.
On this _________ day of _______________________, 2005, before me the
undersigned Notary Public, personally appeared
________________________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence), who being duly sworn, did
depose and say that he resides at ______________________________________, that
he is the ___________ of Royal Star Entertainment, LLC, the limited liability
corporation described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such seal; that it was so affixed by authority of the Member(s) of said company;
and that he signed his name thereto by like order.
Notary Public in and for Florida
My Commission Expires:
-----------
[Notarial Seal]
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MORTGAGEE'S ACCEPTANCE
----------------------
PDS GAMING CORPORATION
By:
--------------------
Title:
-----------------
ATTEST:
By:
--------------------
ACKNOWLEDGMENT
STATE OF NEVADA ss.
ss. ss.
COUNTY OF ss.
------------------------------------
On this _________ day of _______________________, 2005, before me the
undersigned Notary Public, personally appeared
________________________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence), who being duly sworn, did
depose and say that he resides at ______________________________________, that
he is the ___________ of PDS Gaming Corporation, the corporation described in
and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such seal; that it was
so affixed by authority of the Board of Directors of said company; and that he
signed his name thereto by like order.
Notary Public in and for Nevada
My Commission Expires:
---------
[Notarial Seal]
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