STOCK PLEDGE AND SECURITY AGREEMENT
THIS STOCK PLEDGE AND SECURITY AGREEMENT (the "Stock Pledge
Agreement"), dated as of July __, 2002, is executed and delivered by RIVIERA
HOLDINGS CORPORATION, a Nevada corporation ("Shareholder"), in favor of FOOTHILL
CAPITAL CORPORATION, as Agent under the below-defined Loan Agreement ("Agent")
for the benefit of the below-defined Lender Group.
RECITALS
A. Shareholder owns 100% of the outstanding stock of
Riviera Operating Corporation, a Nevada corporation ("ROC").
B. Pursuant to that certain Loan and Security Agreement, dated
as of substantially even date herewith (as the same may be amended, restated,
supplemented, or otherwise modified from time to time, the "Loan Agreement"), by
and among, (i) Shareholder, ROC, and Riviera Black Hawk, Inc., as the
"Borrower", (ii) Riviera Gaming Management, Inc. and Riviera Gaming Management
of Colorado, Inc., as the "Guarantor", (iii) the lenders identified therein as
the "Lenders", and (iv) Foothill Capital Corporation, as the "Agent", the
below-defined Lender Group has agreed to extend credit to Borrower in accordance
with the terms and conditions of the Loan Agreement, which credit is guarantied
by Guarantor. As used herein, the term "Lender Group" means, individually and
collectively, the Lenders and the Agent. Capitalized terms used herein and not
otherwise defined herein have the meanings ascribed to them in the Loan
Agreement.
C. Each of Shareholder, ROC, and the other Borrowers and
Guarantors, will derive substantial benefit from the extensions of credit by the
Lender Group.
D. It is a condition precedent to the Lender Group's
extensions of credit that Shareholder pledge 100% of its interest in ROC to
Agent, for the benefit of the Lender Group, as security for the Obligations (as
defined below).
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Shareholder hereby agrees with Agent (for the benefit of
the Lender Group) as follows:
I. Definitions and Interpretation. When used in this Stock Pledge
Agreement, the following terms shall have the following respective meanings:
"Collateral" shall have the meaning given to that term in Section II
hereof.
"Nevada Gaming Authorities" shall mean the Nevada Gaming Commission,
the Nevada State Gaming Control Board and any other agency with
authority to regulate any gaming operation (or proposed gaming
operation) owned, managed or operated by the Shareholder or ROC.
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"Obligations" shall mean (i) the payment by Shareholder to the Lender
Group or Agent of all "Obligations" (as such term is defined in the
Loan Agreement) now or hereafter owed to the Lender Group or Agent by
Shareholder in connection with the Loan Agreement, this Stock Pledge
Agreement, and the other Loan Documents (the "Riviera Financing"),
whether at stated maturity, by acceleration or otherwise, (ii) the
performance by Shareholder of all other obligations and the discharge
of all other liabilities of Shareholder to Agent of every kind and
character arising from the Riviera Financing, whether direct or
indirect, absolute or contingent, due or to become due, now existing or
hereafter arising, joint or several or joint and several, and whether
created under this Stock Pledge Agreement, the other Loan Documents or
any other agreement by Shareholder in favor of or for the benefit of
Agent or the Lender Group, (iii) any and all sums advanced by Agent in
order to preserve the Collateral or preserve Agent's security interest
in the Collateral (or the priority thereof) and (iv) the expenses of
retaking, holding, preparing for sale or lease, selling or otherwise
disposing of or realizing on the Collateral, of any proceeding for the
collection or enforcement of any indebtedness, obligations or
liabilities owing to Agent or the Lender Group referred to above, or of
any exercise by Agent (for the benefit of the Lender Group) of its
rights hereunder, together with reasonable attorneys' fees and
disbursements and court costs.
"ROC" means Riviera Operating Corporation, a Nevada corporation.
"Stock" shall mean all shares, options, warrants, interests,
participations or other equivalents (regardless of how designated) of
or in ROC, whether voting or non-voting, including, without limitation,
common stock, preferred stock, or any other equity ownership interest
in ROC.
"UCC" shall mean the Uniform Commercial Code as the same may, from time
to time, be in effect in the State of Nevada.
Unless otherwise defined herein, all other capitalized terms used herein and
defined in the Loan Agreement shall have the respective meanings given to those
terms in the Loan Agreement, and all terms defined in the UCC shall have the
respective meanings given to those terms in the UCC. To the extent the meanings
given herein are inconsistent with those given in the UCC, the meanings given
herein shall govern.
II. Pledge.
(a) As security for the payment and performance of the
Obligations, subject to the receipt of all necessary gaming approvals from the
Nevada Gaming Authorities, Shareholder hereby pledges, grants and assigns to
Agent, for the benefit of the Lender Group, a security interest in all right,
title and interests of Shareholder in and to the Stock, whether now owned or
hereafter acquired (collectively, the "Shareholder's Stock"), including without
limitation the Shareholder's Stock described in Exhibit A hereto, and all
proceeds thereof, including, without limitation, dividends and other property
received and receivable by Shareholder in connection with the Shareholder's
Stock other than dividends and other distributions made by ROC which are
expressly permitted by the Loan Agreement, if any (the Shareholder's Stock and
such proceeds to be referred to herein collectively as the "Collateral").
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(b) Agent expressly acknowledges and agrees that the pledge of
the Collateral to Agent (for the benefit of the Lender Group), and any
restrictions on the transfer of and agreements not to encumber such Collateral
set forth herein or in any other Loan Documents, will require the prior approval
of the Nevada Gaming Authorities in order to become effective. Upon obtaining
such approval, the foregoing pledge of the Collateral automatically shall become
effective without any further action by any Person. Notwithstanding anything to
the contrary contained herein or in any other Loan Document, Agent also
expressly acknowledges and agrees that the exercise by Agent of its rights and
remedies hereunder and of the voting and consensual rights afforded it under
Section V hereof are subject to the mandatory provisions of the Gaming Laws and
shall require the prior approval of the Nevada Gaming Authorities, including,
without limitation, any separate prior approvals required in connection with the
sale, transfer or other disposition of the Collateral.
III. Representations and Warranties. Shareholder represents and warrants to
Agent, for the benefit of the Lender Group, that: (a) subject to the receipt of
all necessary gaming approvals from the Nevada Gaming Authorities, the
execution, delivery and performance by Shareholder of this Stock Pledge
Agreement are within the power of Shareholder and have been duly authorized by
all necessary actions on the part of Shareholder; (b) this Stock Pledge
Agreement has been duly executed and delivered by Shareholder and constitutes a
legal, valid and binding obligation of Shareholder, enforceable against it in
accordance with its terms, except as limited by gaming, bankruptcy, insolvency
or other laws of general application relating to or affecting the enforcement of
creditors' rights generally and general principles of equity; (c) the execution,
delivery and performance of this Stock Pledge Agreement do not (i) subject to
the receipt of all necessary gaming approvals from the Nevada Gaming
Authorities, violate any requirement of law, regulation or statute, (ii) violate
any provision of, or result in the breach or the acceleration of or entitle any
Person to accelerate (whether after the giving of notice or lapse of time or
both) any obligation under, any indenture, mortgage, lien, lease, agreement,
license, instrument, guaranty, or other document to which Shareholder is a party
or by which Shareholder or its property is bound, or (iii) result in the
creation or imposition of any lien upon any property, asset or revenue of
Shareholder (except such liens as may be created in favor of Agent, for the
benefit of the Lender Group, pursuant to this Stock Pledge Agreement); (d)
except as set forth herein, no consent, approval, order or authorization of, or
registration, declaration or filing with, any governmental authority or other
Person (including, without limitation, the shareholders of any Person) is
required in connection with the execution, delivery and performance by the
Shareholder of this Stock Pledge Agreement, except such consents, approvals,
orders, authorizations, registrations, declarations and filings that are so
required and which have been obtained and are in full force and effect; (e)
Shareholder is the sole beneficial record owner of the Collateral (or, in the
case of after-acquired Collateral, at the time Shareholder acquires rights in
the Collateral, will be the beneficial and, in the case of capital stock, record
owner thereof) and no other Person has (or, in the case of after-acquired
Collateral, at the time Shareholder acquires rights therein, will have) any
right, title, claim or interest (by way of lien or otherwise) in, against or to
the Collateral, other than applicable "Permitted Liens" (as such term is defined
in the Loan Agreement); (f) all of the Collateral which are shares of capital
stock are and such future Collateral will be validly issued, fully paid and
nonassessable securities of ROC; (g) the Collateral includes all of the issued
and outstanding shares of capital stock of ROC; (h) except for the Collateral,
there are no outstanding options, warrants or other rights to subscribe for or
purchase voting or non-voting capital stock of ROC, nor any notes, bonds,
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debentures or other evidences of indebtedness that (1) are at any time
convertible into capital stock of ROC, or (2) have or at any time would have
voting rights with respect to ROC; (i) upon transfer to Agent of all Collateral
consisting of securities and continuous maintenance of possession thereof and
upon full execution of the Intercreditor Agreement, Agent (on behalf of the
Lender Group) will have a first priority perfected security interest in such
Collateral, and (or in the case of all other after-acquired Collateral, at the
time Shareholder acquires rights therein, will have) a first priority perfected
security interest in all other Collateral, subject in Lien priority only to the
Permitted Liens (if any) that are specifically entitled pursuant to applicable
law, or specifically acknowledged in writing by Agent, to have priority over
Agent's Liens; (j) all information heretofore, herein or hereafter supplied in
writing to Agent or the Lender Group, taken as a whole, by or on behalf of
Shareholder with respect to the Collateral does not contain and will not contain
any untrue statements of a material fact and does not omit and will not omit to
state any material fact necessary to make any information so supplied, in light
of the circumstances under which they were supplied, not misleading; and (k)
Shareholder's principal place of business is 0000 Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx
Xxxxx, Xxxxxx.
IV. Covenants. Shareholder hereby agrees: (a) to perform all acts requested by
Agent that are necessary to maintain, preserve, protect and perfect the
Collateral, the lien granted to Agent hereunder and the first priority of such
lien, subject in Lien priority only to the Permitted Liens (if any) that are
specifically entitled pursuant to applicable law, or specifically acknowledged
in writing by Agent, to have priority over Agent's Liens; (b) subject to the
receipt of all necessary gaming approvals from the Nevada Gaming Authorities, to
promptly deliver to Agent all originals of certificates and other documents,
instruments and agreements evidencing the Collateral which are now held or
hereafter received by Shareholder, together with such blank stock powers
executed by Shareholder as Agent may request; (c) to procure, execute and
deliver from time to time any endorsements, assignments, financing statements
and other documents, instruments and agreements and take other actions deemed
necessary, as Agent may request, to perfect, maintain and protect its lien
hereunder and the priority thereof; (d) to defend its title to or Agent's
interest in the Collateral; (e) to keep the Collateral free of all liens except
those created hereunder and the Permitted Liens; (f) not to vote to enable, or
take any other action to permit, ROC to issue any Stock except for Stock
permitted to be issued by both the Loan Documents and the Indenture; (g) to pay,
and to save Agent and the Lender Group harmless from, any and all liabilities
with respect to, or resulting from any delay by Shareholder in paying, any and
all stamps, excise, sales or other similar taxes which may be payable or
determined to be payable with respect to any of the Collateral or in connection
with any of the transactions contemplated by this Stock Pledge Agreement; and
(h) not to, without the written consent of the Agent or the Lender Group, sell,
dispose of or transfer (directly or indirectly) or covenant to sell, dispose of
or transfer (directly or indirectly) the Collateral (unless and to the extent
otherwise expressly permitted by both the Loan Documents and the Indenture).
Agent hereby acknowledges that the applicable Gaming Laws of the State of Nevada
require that the stock certificates or other instruments evidencing the
Collateral be held and maintained at all times at a location within the State of
Nevada designated to the Nevada State Gaming Control Board and be available for
inspection by agents or employees of the Nevada State Gaming Control Board as
promptly as possible upon request during normal business hours.
V. Dividends and Voting Rights Prior to Default. Until an Event of Default (as
defined in the Loan Agreement) shall have occurred and be continuing and Agent
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shall have given notice to Shareholder of Agent's intent to exercise its rights
pursuant to Section VI.B. below, Shareholder shall be permitted (a) to receive
all dividends paid on Shareholder's Stock (other than dividends paid in
additional Stock unless such additional Stock is pledged to Agent, for the
benefit of the Lender Group, pursuant to this Stock Pledge Agreement) which are
permitted by both the Loan Documents and the Indenture, and (b) to exercise all
voting and corporate rights with respect to the Stock; provided, however, that
no vote shall be cast or corporate right exercised or other action taken which
would be reasonably likely to impair the Collateral or result in any violation
of any provision of the Loan Documents.
VI. Default and Remedies.
A. Event of Default. The occurrence of an Event of Default under the Loan
Agreement (subject to such cure rights as may be expressly set forth in such
Loan Agreement), whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body, shall constitute an "Event of
Default" hereunder.
B. Dividends and Voting Rights. Subject to the terms of the Loan Agreement and
the other Loan Documents, upon the occurrence and during the continuance of any
Event of Default hereunder and subject to the receipt of all necessary gaming
approvals from the Nevada Gaming Authorities, Agent may, upon notice to
Shareholder, (i) notify ROC to pay all dividends on Shareholder's Stock to
Agent, for the benefit of the Lender Group, receive and collect all such
dividends and make application thereof to the Obligations in the manner and
order set forth in Section 2.4 of the Loan Agreement, and (ii) register all of
Shareholder's Stock in the name of Agent or its nominee, for the benefit of the
Lender Group, and Agent or its nominee may thereafter exercise (A) all voting,
corporate and other rights pertaining to Shareholder's Stock at any meeting of
shareholders of ROC or otherwise and (B) any and all rights of conversion,
exchange, subscription and any other rights, privileges or options pertaining to
Shareholder's Stock as if it were the absolute owner thereof (including, without
limitation, after Agent has commenced to exercise remedies (or such remedies are
deemed commenced) under the Loan Documents, the right to exchange at its
discretion any and all of Shareholder's Stock upon the merger, consolidation,
reorganization, recapitalization or other fundamental change in the corporate
structure of ROC, or upon the exercise by Shareholder or Agent of any right,
privilege or option pertaining to Shareholder's Stock, and in connection
therewith, the right to deposit and deliver any and all of Shareholder's Stock
with any committee, depositary, transfer agent, registrar or other designated
agency upon such terms and conditions as it may determine), all without
liability except to account for property actually received by it, but Agent
shall have no duty to Shareholder to exercise any such right, privilege or
option and shall not be responsible for any failure to do so or delay in so
doing. Promptly after the waiver or cure of the Event of Default giving rise to
Agent's election under this Section VI.B., Agent shall notify Shareholder and
ROC of such waiver or cure and for so long as no subsequent continuing Event of
Default exists, Shareholder shall have all rights as a shareholder it had prior
to the occurrence of such Event of Default, the Shareholder's Stock shall (at
the sole expense of Borrower) again be registered in the name of Shareholder and
ROC shall again make all payments and distributions with respect to
Shareholder's Stock to Shareholder (subject to the express limitations of this
Stock Pledge Agreement and the other Loan Documents).
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C. Additional Remedies. Subject to the terms of the Loan Agreement and the other
Collateral Documents, upon the occurrence and during the continuance of an Event
of Default and subject to the receipt of all necessary gaming approvals from the
Nevada Gaming Authorities, Agent may exercise, in addition to all other rights
and remedies granted in this Stock Pledge Agreement and in any other instrument
or agreement securing, evidencing or relating to the Obligations, any and all
rights and remedies at law, including, without limitation, all rights and
remedies of a secured party under the UCC. Without limiting the generality of
the foregoing, Agent may, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind to or upon
Shareholder, ROC or any other Person (except notice of time and place of sale
and any other notice required by law and any notice expressly required herein or
in any other Loan Document), forthwith collect, receive, appropriate and realize
upon the Collateral, or any part thereof, and/or may forthwith sell, assign,
give option or options to purchase or otherwise dispose of and deliver the
Collateral or any part thereof (or contract to do any of the foregoing), in one
or more parcels at public or private sale or sales, in the over-the-counter
market, at any exchange, broker's board or office of Agent or elsewhere upon
such terms and conditions as it may deem advisable and at such prices as it may
deem commercially reasonable, for cash or on credit or for future delivery
without assumption of any credit risk. The Lender Group shall have the right
upon any such public sale or sales, and, to the extent permitted by law, upon
any such private sale or sales, to purchase the whole or any part of the
Collateral so sold, free of any right or equity of redemption in Shareholder,
which right or equity is hereby waived and released. The Lender Group shall
apply any proceeds from time to time held by it and the net proceeds of any such
collection, recovery, receipt, appropriation, realization or sale, after
deducting all reasonable costs and expenses of every kind incurred in respect
thereof or incidental to the care or safekeeping of any of the Collateral or in
any way relating to the Collateral or the rights of Agent hereunder, including,
without limitation, attorneys' fees and disbursements of counsel to Agent, to
the payment in whole or in part of the Obligations, in such order as specified
by the Loan Agreement, and only after such application and after the payment by
Agent of any other amount required by any provision of law, need Agent account
for the surplus, if any, to Shareholder. To the extent permitted by applicable
law, Shareholder waives all claims, damages and demands it may acquire against
any Indemnified Person (as such term is defined in Section 11.3 of the Loan
Agreement) arising out of the exercise by it of any rights hereunder except,
with respect to any Indemnified Person, to the extent such claims, damages and
demands are finally determined by a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of such Indemnified
Person. If any notice of a proposed sale or other disposition of Collateral
shall be required by law, such notice shall be deemed reasonable and proper if
given at least 10 days before the earliest time of sale or disposition set forth
in the notice; no notice needs to be given prior to the sale or disposition of
any portion of the Collateral that is perishable or threatens to decline
speedily in value or that is of a type customarily sold on a recognized market.
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VII. Limitation on Duties Regarding Collateral. Agent's sole duty with respect
to the custody, safekeeping and physical preservation of the Collateral in its
possession, under Section 9-207 of the UCC or otherwise, shall be to deal with
it in the same manner as Agent deals with similar securities and property for
its own account and as would be dealt by a prudent person in the reasonable
administration of its affairs. Neither Agent nor any of its directors, officers,
employees or agents shall be liable for failure to demand, collect or realize
upon any of the Collateral or for any delay in doing so or shall be under any
obligation to sell or otherwise dispose of any Collateral upon the request of
Shareholder or otherwise. Notwithstanding the foregoing, nothing contained
herein shall be deemed a waiver or release of the provisions of Sections 11.2
and 16 of the Loan Agreement.
VIII. Nevada Gaming Law. This agreement will be governed by the Gaming
Control Act. Without limiting the generality of the foregoing, the parties
agree that:
A. the pledge of the Stock provided for herein will be subject to the approval
of the Nevada Gaming Authorities (as defined herein);
B. Notwithstanding approval by the Nevada Gaming Authorities pursuant to
paragraph (a), other approvals of the Gaming Authorities may, and in some cases
will, be required before certain transactions relating to this Agreement may
occur, including but not limited to the following:
1. any re-registration or action similar to re-registration of
the Stock (or any distribution in respect of, in addition to,
in substitution of, or in exchange for, the Stock or any part
thereof);
2. any foreclosure, sale, transfer or other disposition of the
Stock; and
3. pursuant to Regulation 8.050 of the Nevada Gaming Commission,
the payment or receipt of any money or other thing of value
constituting any part of the consideration for the transfer or
acquisition of the Stock, except that such consideration may
be placed in escrow pending the necessary approvals; and
C. the Agent, through an agent or representative, shall retain all evidence of
ownership in the Stock or any distribution of additional securities in respect
of, in addition to, in substitution of, or in exchange for, such Stock or any
part thereof, in the State of Nevada. Such agent or representative shall be
located in and authorized to do business in the State of Nevada, and designated
to the Nevada State Gaming Control Board, and shall make all certificates
evidencing stock available for inspection by agents of the Nevada Gaming
Authorities immediately upon request during normal business hours.
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IX. Termination. This Stock Pledge Agreement shall terminate upon the payment in
full in cash of all Obligations and the irrevocable termination of all
commitments of the Lender Group to extend credit to Borrower under the Loan
Documents, and, subject to the Intercreditor Agreement, Agent shall promptly
thereafter deliver the Stock certificates held by it hereunder to Shareholder
and, at Shareholder's expense, execute and deliver to Shareholder such documents
as Shareholder shall reasonably request to evidence such termination.
X. Power of Attorney. Shareholder hereby appoints and constitutes Agent as
Shareholder's attorney-in-fact for purposes of, at any time while an Event of
Default exists, (a) collecting any Collateral, (b) conveying any item of
Collateral to any purchaser thereof, and (c) making any payments or taking any
acts under Section VI hereof. Subject to the receipt of all necessary gaming
approvals from the Nevada Gaming Authorities, Agent's authority hereunder shall
include, without limitation, upon the occurrence and during the continuance of
an Event of Default, the authority to endorse and negotiate, for the Lender
Group's own account, any checks or instruments in the name of Agent, to execute
or receipt for any document, to transfer title to any item of Collateral, and to
take any other actions necessary or incident to the powers granted to Agent or
the Lender Group in this Stock Pledge Agreement. This power of attorney is
coupled with an interest and is irrevocable by Shareholder.
XI. Miscellaneous.
A. Notices. Except as otherwise provided herein, all notices, demands, and
requests that either party is required or elects to give to the other shall be
in writing and shall be governed by the provisions contained in the Loan
Agreement.
B. Nonwaiver. No failure or delay on Agent's or the Lender Group's part
in exercising any right hereunder shall operate as a waiver thereof or of any
other right nor shall any single or partial exercise of any such right preclude
any other further exercise thereof or of any other right.
C. Amendments and Waivers. This Stock Pledge Agreement may not be amended
or modified, nor may any of its terms be waived, except by written instruments
signed by the party or parties against which enforcement thereof is sought.
Each waiver or consent under any provision hereof shall be effective only in the
specific instances for the purpose for which given.
D. Assignment. This Stock Pledge Agreement shall be binding upon inure to the
benefit of Agent, the Lender Group, and Shareholder and their respective
successors and assigns; provided, however, that Shareholder may not assign its
rights or delegate its duties hereunder without the prior written consent of
Agent or the Lender Group. To the extent permitted in the Loan Agreement and
subject to the receipt of all necessary gaming approvals from the Nevada Gaming
Authorities, Agent may assign or otherwise transfer all or any part of its
interest under this Stock Pledge Agreement, upon notice to Shareholder. Agent
may disclose this Stock Pledge Agreement and any financial or other information
relating to Shareholder to any potential assignee or participant.
E. Cumulative Rights, etc. The rights, powers and remedies of Agent and the
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Lender Group under this Stock Pledge Agreement shall be in addition to all
rights, powers and remedies given to Agent and the Lender Group by virtue of the
Loan Agreement or any other Loan Document, any applicable governmental rule or
regulation or any other agreement, all of which rights, powers, and remedies
shall be cumulative and may be exercised successively or concurrently without
impairing Agent's Lien in the Collateral. Shareholder waives any right to
require Agent or the Lender Group to proceed against any Person or to exhaust
any Collateral or to pursue any remedy in Agent's or the Lender Group's power.
F. Governing Law. This Stock Pledge Agreement, the rights and obligations
of the parties hereto, and any claims or disputes relating thereto, shall be
governed by and construed in accordance with the laws of the Stateof CALIFORNIA,
except to the extent that the perfection and enforcement of the security
interests hereunder in respect of any particular collateral are governed by the
laws of another jurisdiction.
[Signature Page Follows]
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Signature Page
IN WITNESS WHEREOF, Shareholder has caused this Stock Pledge
and Security Agreement to be executed and delivered in favor of Agent (for the
benefit of the Lender Group) as of the day and year first above written.
SHAREHOLDER:
RIVIERA HOLDINGS CORPORATION, a Nevada corporation
By:
-------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
Signature Page
ACKNOWLEDGMENT AND
CONSENT OF ROC
Riviera Operating Corporation, a Nevada corporation ("ROC"),
hereby acknowledges receipt of a copy of the above Stock Pledge and Security
Agreement, agrees to be bound by and comply with the terms thereof, including,
without limitation, Section VI thereof and agrees to perform all covenants and
obligations therein which, by their terms are to be performed by ROC.
RIVIERA OPERATING CORPORATION,
a Nevada corporation
By:
-------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
Acknowledge & Consent of ROC
EXHIBIT "A"
DESCRIPTION OF SHAREHOLDER'S STOCK
Percentage of
Issuer Class of Stock Certificate No. No. of Shares Outstanding Shares
------ -------------- --------------- ------------- ------------------
Riviera Common 1 1,000 100%
Operating
Corporation
Exhibit A
STOCK ASSIGNMENT
SEPARATE FROM CERTIFICATE
SUBJECT TO THE RECEIPT OF ALL NECESSARY GAMING APPROVALS FROM THE NEVADA GAMING
AUTHORITIES
For Value Received, the undersigned, RIVIERA HOLDINGS CORPORATION, a Nevada
corporation, hereby sells, assigns
and transfers unto ________________________________________
==============================================================================
___________________(____________________) Shares of the
_________________________ Capital Stock of Riviera Operating Corporation
standing in his/her/its name on the books of the within named Company,
represented by Certificate(s) No. ___________________________ herewith, and do
hereby irrevocably constitute and appoint
_______________________________________ attorney to transfer the said stock on
the books of the within named Company with full power of substitution in the
premises.
RIVIERA HOLDINGS CORPORATION, a Nevada corporation
By______________________________
Title____________________________
Stock Power
