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
OPERATING 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
each of (i) Riviera Gaming Management, Inc., a Nevada corporation ("RGM"), and
(ii) Riviera Black Hawk, Inc. ("RBH").
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) Riviera Holding Corporation, Shareholder, and RBH, as the
"Borrower", (ii) RGM 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, the other Borrowers, and the
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 each of RGM
and RBH 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.
"Colorado Gaming Authorities" shall mean the Colorado Division of
Gaming, the Colorado Limited Gaming Control Commission, and any other
agency with authority to regulate any gaming operation (or proposed
gaming operation) owned, managed, or operated by the Shareholder or
RBH.
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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.
"RBH" means Riviera Black Hawk, Inc., a Colorado corporation.
---
"RGM" means Riviera Gaming Management, Inc., a Nevada corporation.
---
"Stock" shall mean all shares, options, warrants, interests,
participations or other equivalents (regardless of how designated) of
or in RGM and RBH, whether voting or non-voting, including, without
limitation, common stock, preferred stock, or any other equity
ownership interest in RGM and RBH.
"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 (and, with respect to RBH only, subject to the receipt of all
necessary gaming approvals from the Colorado 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 RGM and RBH which are expressly permitted by the Loan
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Agreement, if any (the Shareholder's Stock and such proceeds to be referred to
herein collectively as the "Collateral").
(b) The following provisions of this Section II(b) apply
solely with respect to RBH: 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 Colorado 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 provisions of this Stock Pledge
Agreement, including 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 Colorado 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) (with respect to RBH only,
subject to the receipt of all necessary gaming approvals from the Colorado
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) (with respect to RBH only, subject to the receipt of all
necessary gaming approvals from the Colorado 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
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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 RGM and RBH; (g) the Collateral includes all of the
issued and outstanding shares of capital stock of RGM and RBH; (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 RGM or RBH, nor
any notes, bonds, debentures or other evidences of indebtedness that (1) are at
any time convertible into capital stock of RGM or RBH, or (2) have or at any
time would have voting rights with respect to RGM or RBH; (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) (with respect to
RBH only, subject to the receipt of all necessary gaming approvals from the
Colorado 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, RGM or RBH 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).
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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
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, with respect to RBH only, subject to the
receipt of all necessary gaming approvals from the Colorado Gaming Authorities,)
Agent may, upon notice to Shareholder, (i) notify RGM and RBH 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 RGM and RBH 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 RGM
or RBH, 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, RGM and RBH 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
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be registered in the name of Shareholder, and RGM and RBH 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).
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, with respect to RBH only, subject to the receipt of all
necessary gaming approvals from the Colorado 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, RGM, RBH 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. Colorado Gaming Law. The following provisions of this Section VIII
apply solely with respect to RBH: This agreement will be governed by the
Colorado Limited Gaming Act of 1991, as amended, with respect to the Stock of
RBH. Without limiting the generality of the foregoing, the parties agree that:
A. approval of the pledge of the Stock of RBH provided for herein is within the
discretion of the Colorado Gaming Authorities (as defined herein);
B. Notwithstanding any approval by the Colorado Gaming Authorities pursuant to
Section VIII(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. 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.
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. Agent's authority hereunder shall include, without
limitation, upon the occurrence and during the continuance of an Event of
Default (and, with respect to RBH only, subject to the receipt of all necessary
gaming approvals from the Colorado Gaming Authorities): the authority to endorse
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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,
solely with respect to RBH, subject to the receipt of all necessary gaming
approvals from the Colorado 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
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 State of
CALIFORNIA, except to the extent that the perfection and enforcement of the
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security interests hereunder in respect of any particular collateral are
governed by the laws of another jurisdiction.
[Signature Page Follows]
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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 OPERATING CORPORATION, a Nevada corporation
By:
-------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
Signature Page
ACKNOWLEDGMENT AND
CONSENT OF RGM
Riviera Gaming Management, Inc., a Nevada corporation ("RGM"),
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 RGM.
RIVIERA GAMING MANAGEMENT, INC., a Nevada
corporation
By:
-------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
ACKNOWLEDGMENT AND
CONSENT OF RBH
Riviera Black Hawk, Inc., a Colorado corporation ("RBH"),
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 RBH.
RIVIERA BLACK HAWK, INC.,
a Colorado corporation
By:
-------------------------------------------------
Name:
------------------------------------------------
Title:
-----------------------------------------------
Acknowledgement & Consent of RGM & RBH
EXHIBIT "A"
DESCRIPTION OF SHAREHOLDER'S STOCK
Percentage of
Issuer Class of Stock Certificate No. No. of Shares Outstanding Shares
------ -------------- --------------- ------------- ------------------
Riviera Gaming Common 1 10,000 100%
Management, Inc.
Riviera Black Common 1 1,000 100%
Hawk, Inc.
Exhibit A
STOCK ASSIGNMENT
SEPARATE FROM CERTIFICATE
For Value Received, the undersigned, RIVIERA OPERATING CORPORATION, a Nevada
corporation, hereby sells, assigns
and transfers unto ________________________________________
==============================================================================
___________________(____________________) Shares of the
_________________________ Capital Stock of Riviera Gaming Management, Inc.
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 OPERATING CORPORATION, a Nevada corporation
By______________________________
Title____________________________
Stock Power
STOCK ASSIGNMENT
SEPARATE FROM CERTIFICATE
SUBJECT TO THE RECEIPT OF ALL NECESSARY GAMING APPROVALS FROM THE COLORADO
GAMING AUTHORITIES
For Value Received, the undersigned, RIVIERA OPERATING CORPORATION, a Nevada
corporation, hereby sells, assigns
and transfers unto ________________________________________
==============================================================================
___________________(____________________) Shares of the
_________________________ Capital Stock of Riviera Black Hawk, Inc. 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 OPERATING CORPORATION, a Nevada corporation
By______________________________
Title____________________________
Stock Power
