STOCK PLEDGE AND SECURITY AGREEMENT
THIS STOCK PLEDGE AND SECURITY AGREEMENT (the "Stock Pledge
Agreement"), dated as of August 13, 1997, is executed by RIVIERA GAMING
MANAGEMENT, INC., a Nevada corporation ("Shareholder"), in favor of NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION, as collateral agent ("Agent") for the holders
of those certain $175,000,000 10% First Mortgage Notes due 2004 (the "Notes",
and the holders of such, the "Noteholders") under that certain Indenture dated
as of August 13, 1997 (together with all Subsidiary Guarantees executed in
connection therewith, the "Indenture") by and among Agent, as trustee, Riviera
Holdings Corporation, as borrower (the "Borrower"), and Riviera Operating
Corporation, a Nevada corporation, Shareholder, Riviera Gaming
Management-Elsinore, Inc., a Nevada corporation ("RGM-Elsinore"), and Riviera
Gaming Management of Colorado, Inc. a Colorado corporation ("RGM-Colorado"), as
guarantors.
RECITALS
A. Shareholder owns 100% of the outstanding stock of
RGM-Elsinore and RGM-Colorado.
B. The Noteholders are willing to purchase the Notes for the
purposes of, among other things, providing funds to the Borrower to repay
existing indebtedness and to fund the development of Shareholder's proposed
construction project in Black Hawk, Colorado, the development of certain
projects at its property in Las Vegas, Nevada 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 RGM-Elsinore and RGM-Colorado, 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:
1. 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 Paragraph 2 hereof.
"Gaming Authorities" shall mean the Nevada Gaming
Commission, the Nevada State Gaming Control Board,
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,
RGM-Elsinore or RGM-
Colorado.
"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.
"RGM-Colorado" means Riviera Gaming Management of
Colorado, Inc., a Colorado corporation.
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"RGM-Elsinore" means Riviera Gaming Management-
Elsinore, Inc., a Nevada corporation.
"Stock" shall mean all shares, options, warrants,
interests, participations or other equivalents
(regardless of how designated) of or in RGM- Elsinore
and RGM-Colorado, whether voting or nonvoting,
including, without limitation, common stock,
preferred stock, or any other equity ownership
interest in RGM-Elsinore and RGM-Colorado.
"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. Shareholder has previously received a copy of the Indenture.
2. Pledge. As security for the Obligations, subject to the
receipt of all necessary gaming approvals from the Gaming Authorities,
Shareholder hereby pledges and assigns to Agent, for the equal and ratable
benefit of the Noteholders and grants 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 RGM-Elsinore and/or RGM-Colorado
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").
3. 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 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
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Agreement do not (i) subject to the receipt of all necessary gaming approvals
from the 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 beneficial and, in the case of capital stock,
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 RGM-Elsinore and RGM-Colorado; (g)
the Collateral includes all of the issued and outstanding shares of capital
stock of RGM-Elsinore and RGM-Colorado; (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-Elsinore or RGM-Colorado, nor any
notes, bonds, debentures or other evidences of indebtedness that (1) are at any
time convertible into capital stock of RGM-Elsinore or RGM-Colorado, or (2) have
or at any time would have voting rights with respect to RGM- Elsinore or
RGM-Colorado; (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
2901 Las Vegas Boulevard South, Las Vegas, Nevada.
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4. 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, RGM-Elsinore or RGM-Colorado 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.
5. 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 Subparagraph 6(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 to impair the Collateral or result in any violation of any
provision of the Indenture.
6. Default and Remedies.
(a) Event of Default. The occurrence (whether as a
result of acts or omissions by Borrower, RGM-Elsinore or RGM-Colorado
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
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regulation of any administrative or governmental body, shall constitute
an "Event of Default" hereunder.
(b) Dividends and Voting Rights. 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
Gaming Authorities, Agent may, upon notice to Shareholder, (i) notify
RGM-Elsinore and RGM-Colorado 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 RGM-Elsinore or
RGM-Colorado 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 RGM- Elsinore or RGM-Colorado, 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 Paragraph 6(b), Agent shall notify
Shareholder and RGM-Elsinore and RGM-Colorado 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 RGM- Elsinore and
RGM-Colorado 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, upon the occurrence and during the continuance of an Event
of Default and subject to the receipt of all necessary gaming approvals
from the 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
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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-Elsinore, RGM-Colorado
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 15
business days before such sale or other disposition. Shareholder
further waives and agrees not to assert any rights or privileges which
it may acquire under paragraphs (a) through (e) of Section 9112 of the
UCC.
7. Authorized Actions. Shareholder acknowledges that the
Obligations hereunder may be supplemented, augmented and otherwise increased as
a result of changes in the underlying obligations of Shareholder or Borrower
under the Notes or the Indenture or the other Collateral Documents. In that
regard but subject to receipt of all necessary gaming approvals from the Gaming
Authorities, Shareholder authorizes Agent, in its discretion, without notice to
Shareholder, irrespective of any change in the financial condition of Borrower,
RGM-Elsinore, RGM-Colorado or Shareholder since the date hereof, and without
affecting or impairing in any way the liability of Shareholder hereunder, from
time to time to (a) create new Obligations, and, either before or after receipt
of notice of
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revocation, renew, compromise, extend, accelerate or otherwise change the time
for payment or performance of, or otherwise change the terms of the Obligations
or any part thereof, including increase or decrease of the rate of interest
thereon; (b) take and hold additional security for the payment or performance of
the Obligations and exchange, enforce, waive or release any such additional
security; (c) apply such additional security and direct the order or manner of
sale thereof; (d) purchase such additional security at public or private sale;
(e) upon the occurrence and during the continuance of an Event of Default, make
any payments and do any other acts Agent shall deem necessary to protect the
Noteholders' security interest in the Collateral, including, without limitation,
pay, purchase, contest or compromise any encumbrance, charge or lien (other than
a Permitted Lien) which in the judgment of Agent appears to be prior to or
superior to the security interest granted hereunder, and appear in and defend
any action or proceeding purporting to affect its security interest in and/or
the value of the Collateral, and in exercising any such powers or authority, pay
all expenses incurred in connection therewith, including attorneys' fees, and
Shareholder hereby agrees it shall be bound by any such payment made or act
taken by Agent hereunder and shall reimburse Agent for all payments made and
expenses incurred, which amounts shall be secured under this Stock Pledge
Agreement; provided, however, that Agent shall have no obligation to make any of
the foregoing payments or perform any of the foregoing acts; (f) otherwise
exercise any right or remedy it may have against Borrower, Shareholder,
RGM-Elsinore, RGM-Colorado or any security, including, without limitation, the
right to foreclose upon any such security by judicial or nonjudicial sale; (g)
settle, compromise with, release or substitute any one or more makers, endorsers
or guarantors of the Obligations; and (h) assign the Obligations or this Stock
Pledge Agreement in whole or in part (subject to the terms and conditions of the
Indenture).
8. Waivers. Shareholder waives (a) any right to require Agent
or the Noteholders to (i) proceed against Borrower, RGM-Elsinore or
RGM-Colorado, (ii) proceed against or exhaust any security received from
Borrower, RGM-Elsinore or RGM-Colorado or (iii) pursue any other remedy in
Agent's power whatsoever; (b) any defense resulting from the absence, impairment
or loss of any right of reimbursement or subrogation or other right or remedy of
Shareholder against Borrower, RGM-Elsinore or RGM-Colorado or any security,
whether resulting from an election by Agent to foreclose upon security by
nonjudicial sale, or otherwise; (c) any setoff or counterclaim of Borrower,
RGM-Elsinore or RGM-Colorado or any defense which results from any disability or
other defense of Borrower, RGM-Elsinore or RGM-Colorado or the cessation or stay
of enforcement from any cause whatsoever of the liability of Borrower,
RGM-Elsinore or RGM-Colorado; (d) any right to exoneration of sureties which
would otherwise be applicable; (e) except to the extent prohibited by NRS
40.495, any right of subrogation or reimbursement and any right of contribution,
and right to enforce any remedy which Agent now has or may hereafter have
against Borrower, RGM-Elsinore or RGM-Colorado, and any benefit of, and any
right to participate in, any security now or hereafter received by Agent until
the Obligations have been paid in full; (f) all presentments, demands for
performance, notices of non-performance, protests, notice of dishonor, and
notices of acceptance of the Stock Pledge
8
Agreement and of the existence, creation or incurrence of new or additional
Obligations; (g) the benefit of any statute of limitations (to the extent
permitted by law) and (h) any right to be informed by Agent of the financial
condition of Borrower, RGM-Elsinore or RGM- Colorado or any change therein or
any other circumstances bearing upon the risk of nonpayment or nonperformance of
the Obligations. Shareholder has the ability and assumes the responsibility for
keeping informed of the financial condition of Borrower, RGM- Elsinore or
RGM-Colorado and of other circumstances affecting such nonpayment and
nonperformance risks.
9. 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 Section 7.01 of the Indenture.
10. Gaming Law. This agreement will be governed by the Gaming
Control Act and, to the extent applicable to RGM-Colorado, any similar laws in
effect in Colorado. 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 Gaming Authorities (as defined
herein);
(b) Notwithstanding approval by the 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:
(i) 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);
(ii) any foreclosure, sale, transfer or other
disposition of the Stock; and
(iii) with respect to RGM-Elsinore, 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
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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.
11. 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.
12. 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 Paragraph 7 hereof. Subject to the receipt of all
necessary gaming approvals from the 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.
13. Miscellaneous.
(a) Notices. Except as otherwise provided herein, all
notices, requests, demands of other communications to or upon the
parties hereto shall be addressed to the parties at the respective
addresses indicated below or at such other address as either party
hereto may designate by written notice to the other party, and shall be
deemed to have been given (i) in the case of notice by letter, three
(3) days after deposited in the mails registered and return receipt
requested, or (ii) in the case of notice given by telecommunication,
when sent:
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Agent: Norwest Bank Minnesota, National Association
Corporate Trust Department
6th and Marquette
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Telecopier No.: (000) 000-0000
Attention: Xxxxxxx Xxxxxxxxxx
Shareholder: Riviera Gaming Management, Inc.
0000 Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
Telecopier No.: (000) 000-0000
Attention: Chief Executive Officer
With a copy to:
Dechert Price & Xxxxxx
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxx
RGM-Elsinore: Riviera Gaming Management-Elsinore, Inc.
0000 Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
Telecopier No.: (000) 000-0000
Attention: Chief Executive Officer
With a copy to:
Dechert Price & Xxxxxx
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxx
RGM-Colorado: Riviera Gaming Management of Colorado, Inc.
0000 Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
Telecopier No.: (000) 000-0000
Attention: Chief Executive Officer
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With a copy to:
Dechert Price & Xxxxxx
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxx
(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. 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 shall
be governed by and construed in accordance with the laws of the State
of Nevada.
12
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 GAMING MANAGEMENT, INC.,
a Nevada corporation
By:________________________________
Name:______________________________
Title:_____________________________
S-1
ACKNOWLEDGMENT AND
CONSENT OF RGM-ELSINORE AND RGM-COLORADO
Each of Riviera Gaming Management-Elsinore, Inc., a Nevada
corporation ("RGM-Elsinore"), and Riviera Gaming Management of Colorado, Inc., a
Colorado corporation ("RGM-Colorado"), 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 RGM-Elsinore and/or RGM-Colorado.
RIVIERA GAMING MANAGEMENT- ELSINORE,
INC., a Nevada corporation
By:________________________________
Name:______________________________
Title:_____________________________
RIVIERA GAMING MANAGEMENT OF
COLORADO, INC., a Colorado corporation
By:________________________________
Name:______________________________
Title:_____________________________
S-2
EXHIBIT "A"
DESCRIPTION OF SHAREHOLDER'S STOCK
Percentage of Percentage of
Issuer Class of Stock Certificate No. No. of Shares Outstanding Shares
------ ---------------- ---------------- --------------- --------------------------------
Riviera Gaming Common 1 10,000 100%
Management-
Elsinore, Inc.
Riviera Gaming Common 1 1,000 100%
Management of
Colorado, Inc.
