EXECUTION COPY
STOCK PLEDGE AND SECURITY AGREEMENT
THIS STOCK PLEDGE AND SECURITY AGREEMENT (the "Stock Pledge
Agreement"), dated as of June 26, 2002, is executed by RIVIERA HOLDINGS
CORPORATION, a Nevada corporation ("Shareholder"), in favor of THE BANK OF NEW
YORK, as trustee ("Agent") for the holders of those certain 11% Senior Secured
Notes due 2010 (the "Notes", and the holders of such, the "Noteholders") under
that certain Indenture dated as of even date herewith (together with all
Subsidiary Guarantees executed in connection therewith, the "Indenture") by and
among Agent, as trustee, Shareholder, as borrower, and Riviera Operating
Corporation, a Nevada corporation ("ROC"), Riviera Gaming Management, Inc., a
Nevada corporation, Riviera Gaming Management of Colorado, Inc., a Colorado
corporation, and Riviera Black Hawk, a Colorado corporation, as guarantors.
RECITALS
A. Shareholder owns 100% of the outstanding stock of ROC.
B. The Noteholders are willing to purchase the Notes for the
purposes of, among other things, providing funds to the Shareholder to repay
existing indebtedness and for the Shareholder's general business purposes.
C. Shareholder will derive substantial benefit from the
purchase of the Notes by the Noteholders.
D. It is a condition precedent to purchasing the Notes that
Shareholder pledge 100% of its interest in ROC, for the benefit of the
Noteholders, 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 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.
"Obligations" shall mean (i) the payment by Shareholder to the
Noteholders or Agent of all indebtedness now or hereafter owed to Agent
by Shareholder in connection with the Notes, the Indenture, this Stock
Pledge Agreement and the other Collateral Documents executed by
Shareholder (the "Riviera Financing"), whether at stated maturity, by
acceleration or otherwise, including, without limitation, Shareholder's
obligations under the Indenture, the Notes, the Collateral Documents or
any related documents securing the obligations thereunder, together
with any interest thereon, fees, expenses, Liquidated Damages,
indemnification or otherwise, in connection therewith and extensions,
modifications and renewals thereof, (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, several
and joint and several, and whether created under this Stock Pledge
Agreement, the other Collateral Documents or any other agreement to
which Shareholder and Agent are parties, (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 of Agent referred to above, or
of any exercise by Agent 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 Indenture shall have the respective meanings given to those terms
in the Indenture, 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 equal and ratable benefit of the Noteholders, 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 Indenture, if any (the Shareholder's Stock
and such proceeds to be referred to herein collectively as the "Collateral").
2
(b) Agent expressly acknowledges and agrees that the pledge of
the Collateral to Agent, and any restrictions on the transfer of and agreements
not to encumber such Collateral set forth herein or in any other Collateral
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 Collateral 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 Noteholders, 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 Noteholders, 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 "Permitted Liens" (as such term is defined in the
Indenture); (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, debentures or
3
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, Agent (on behalf of
the Noteholders) 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 to Permitted Liens; (j) all
information heretofore, herein or hereafter supplied in writing to Agent, 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 only to Permitted 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 the Indenture;
(g) to pay, and to save Agent and the Noteholders 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 pursuant to
or otherwise expressly permitted by the Indenture, sell, dispose of or transfer
(directly or indirectly) or covenant to sell, dispose of or transfer (directly
or indirectly) the Collateral. 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 Indenture) 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 Noteholders, pursuant to this Stock Pledge Agreement) which are
permitted by 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
4
to impair the Collateral or result in any violation of any provision of the
Indenture.
VI. Default and Remedies.
A. Event of Default. The occurrence (whether as a result of acts or omissions by
ROC or any other Person) of an Event of Default under the Indenture (subject to
such cure rights as may be expressly set forth in such Indenture), 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 Indenture, the
Intercreditor Agreement and the other Collateral 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 Noteholders, receive and
collect all such dividends and make application thereof to the Obligations in
the order set forth in Section 6.10 of the Indenture, and (ii) register all of
Shareholder's Stock in the name of Agent or its nominee, for the benefit of the
Noteholders, 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 Indenture, 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 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.
C. Additional Remedies. Subject to the terms of the Indenture, the Intercreditor
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
5
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 referred
to below or in the Indenture) 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. Agent 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. Agent 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 Indenture, 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 Agent arising out of the exercise by it of
any rights hereunder except as may arise solely from Agent's negligence or
willful misconduct. 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 business days before such sale or other disposition.
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 104.9207 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 Section 7.01 of
the Indenture.
VIII. Nevada Gaming Law. This agreement will be governed by the Gaming Control
Act. Without limiting thegenerality 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);
6
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.
IX. Termination. This Stock Pledge Agreement shall terminate upon the
satisfaction of all Obligations or upon Legal Defeasance or Covenant Defeasance,
and 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 Agent'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 in this Stock
Pledge Agreement. This power of attorney is coupled with an interest and is
irrevocable by Shareholder.
XI. Miscellaneous.
A. Notices. Any notice or communication by the Shareholder, ROC or Agent
to the others is duly given if in writing and delivered in person or mailed by
first class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:
7
If to the Shareholder and/or ROC:
Riviera Holdings Corporation
0000 Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
Telecopier No.: (000) 000-0000
Attention: President
With a copy to:
Xxxxxx & Silver, Ltd.
Ninth Floor
0000 Xxxxxx Xxxxxx Xxxxxxx
Xxx Xxxxx, Xxxxxx 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxxxx Xxxxx
If to the Agent:
The Bank of New York
Corporate Trust Administration
000 Xxxxxxx Xxxxxx, Xxxxx 0X
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Attention: Xxxx Xxxxxxx
The Shareholder, ROC or the Agent, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.
All notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt acknowledged, if telecopied; and
the next Business Day after timely delivery to the courier, if sent by overnight
air courier guaranteeing next day delivery.
If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.
Anything herein to the contrary notwithstanding, no notice or
communication to the Agent shall be deemed to be duly given unless and until it
is received by the Agent at the address set forth in Section XI.A. herein.
B. Nonwaiver. No failure or delay on Agent'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.
8
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 Noteholders 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. To the extent permitted in the Indenture 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 under this
Stock Pledge Agreement shall be in addition to all rights, powers and remedies
given to Agent by virtue of the Indenture, 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 to proceed against any Person or to exhaust any Collateral or to
pursue any remedy in Agent'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 New York
(INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW), 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]
9
IN WITNESS WHEREOF, Shareholder has caused this Stock Pledge
and Security Agreement to be executed in favor of Agent as of the day and year
first above written.
SHAREHOLDER:
RIVIERA HOLDINGS CORPORATION, a Nevada corporation
By:
---------------------------------------------
Name:
--------------------------------------------
Title:
-------------------------------------------
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, Paragraph 6 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:
-----------------------------------------------
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
