STOCK PLEDGE AND SECURITY AGREEMENT
THIS STOCK PLEDGE AND SECURITY AGREEMENT (the "Stock Pledge
Agreement"), dated as of August 22, 1996, is executed by JEFFERSON CASINO
CORPORATION, a Louisiana corporation ("Shareholder"), in favor of FIRST
UNION BANK OF CONNECTICUT, a Connecticut banking corporation, as trustee (in
such capacity, "Trustee"), for the holders of those certain $115,000,000 13%
First Mortgage Notes due 2003 With Contingent Interest (the "Series A Notes,"
and together with any Series B Notes issued in exchange therefor, the
"Notes," and such holders the "Noteholders"), as security for that certain
Guaranty (the "Guaranty") set forth in that certain Indenture dated as of
August 22, 1996 (the "Indenture"), by and among Trustee, Casino Magic of
Louisiana, Corp., a Louisiana corporation (the "Borrower"), and Trustee, as
trustee for benefit of the Noteholders.
RECITALS
A. Shareholder owns one hundred percent (100%) of the
outstanding stock of Borrower.
B. The Noteholders are willing to purchase the Notes for the
purposes of, among other things, providing funds to the Borrower to finance
the cost of developing, constructing, and equipping the Casino Magic-Bossier
City in Bossier City, Louisiana.
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 one hundred percent (100%) of its interest in the Borrower
to Trustee, for the benefit of the Noteholders, as security for the Guaranty.
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 Trustee as follows:
1. Definitions and Interpretation. When used in this Stock
Pledge Agreement, the following terms shall have the following respective
meanings:
"Borrower" means Casino Magic of Louisiana, Corp., a Louisiana
corporation.
"Collateral" shall have the meaning given to that term in
Paragraph 2 hereof.
"Obligations" shall mean and include all obligations, howsoever
arising, whether or not arising after the commencement of a proceeding under
Bankruptcy Law (including post-petition interest) and whether or not recovery
of any such obligation or liability may be barred by a statute of limitations
or prescriptive period or such obligation or liability may otherwise be
unenforceable, owed by Shareholder to the Noteholders of every kind and
description, pursuant to the terms of the Guaranty (whether or not evidenced
by any note or instrument and whether or not for the payment of money), direct
or indirect, absolute or contingent, due or to become due, now existing or
hereafter arising, including without limitation all interest, fees, charges,
expenses, attorneys' fees and accountants' fees chargeable to Shareholder and
payable by Shareholder hereunder and thereunder.
"Stock" shall mean all shares, options, warrants, interests,
participations or other equivalents (regardless of how designated) of or in
Borrower, whether now existing or hereafter arising, and whether voting or
nonvoting, including, without limitation, common stock, preferred stock, or
any other equity ownership interest in Borrower.
"UCC" shall mean the Uniform Commercial Code as the same may, from
time to time, be in effect in the State of Louisiana.
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 or in the Indenture 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, Shareholder
hereby pledges and assigns to Trustee, for the equal and ratable benefit of
the Noteholders and grants to Trustee, 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 Borrower in compliance with the
Indenture (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 Trustee, for the benefit of the Noteholders, that: (a) 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 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)
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 material 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,
material asset or revenue of Shareholder (except such liens as may be created
in favor of Trustee, for the benefit of the Noteholders, pursuant to this
Stock Pledge Agreement); (d) 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, other than those which have been
obtained; (e) Shareholder is the record and beneficial owner of the Collateral
(or, in the case of after-acquired Collateral, at the time Shareholder
acquires rights in the Collateral, will be the record and beneficial 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; (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 Borrower; (g) the Collateral includes all of the
issued and outstanding shares of capital stock of Borrower; (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 Borrower, nor
any notes, bonds, debentures or other evidences of indebtedness that (1) are
at any time convertible into capital stock of Borrower, or (2) have or at any
time would have voting rights with respect to Borrower; (i) upon transfer to
Trustee of all Collateral consisting of securities, Trustee (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, other than Permitted
Liens; (j) all information heretofore, herein or hereafter supplied in writing
to Trustee, 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 Xxxxxx Xxxx, Xxxxxxx Xxxx, Xxxxxxxxx
00000.
4. Covenants. Shareholder hereby agrees: (a) to perform all
acts that may be necessary to maintain, preserve, protect and perfect the
Collateral, the lien granted to Trustee hereunder and the first priority of
such lien, subject only to Permitted Liens; (b) to promptly deliver to Trustee
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
Trustee 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 Trustee
may request, to perfect, maintain and protect its lien hereunder and the
priority thereof; (d) to appear in and defend any action or proceeding which
may affect its title to or Trustee's interest in the Collateral; (e) to keep
the Collateral free of all liens except those created hereunder and those
approved in writing by Trustee pursuant to or as expressly permitted under the
Indenture; (f) not to vote to enable, or take any other action to permit,
Borrower to issue any Stock except as expressly permitted by the Indenture;
(g) to pay, and to save Trustee and the Noteholders harmless from, any and all
liabilities with respect to, or resulting from any delay 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 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 a
Default or an Event of Default (as such terms are defined in the Indenture)
shall have occurred and be continuing, (a) the irrevocable proxy granted by
Shareholder to Trustee under this Stock Pledge and Security Agreement shall be
suspended and shall not be effective and (b) Shareholder shall be permitted
(i) to receive all dividends paid on Shareholder's Stock (other than dividends
paid in additional Stock unless such additional Stock is pledged to Trustee,
for the benefit of the Noteholders, pursuant to this Stock Pledge Agreement)
which are expressly permitted by the Indenture and (ii) 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 be inconsistent with 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 or any other Person) of a Default or 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 Default or Event of
Default, shall constitute a "Default" or an "Event of Default," as the
case may be, hereunder.
(b) Dividends and Voting Rights. Upon the occurrence and
during the continuance of any Default or Event of Default hereunder, Trustee
may (i) notify Borrower to pay all dividends on Shareholder's Stock to
Trustee, for the benefit of the Noteholders, receive and collect all such
dividends and make application thereof to the obligations in such order as
Trustee may determine, (ii) exercise all voting, corporate and other rights
pertaining to Shareholder's Stock at any meeting of shareholders of Borrower
or otherwise, and (iii) register all of Shareholder's Stock in the name of
Trustee or its nominee, for the benefit of the Noteholders, and Trustee or its
nominee may exercise 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
Trustee 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
Borrower, or upon the exercise by Shareholder or Trustee 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 Trustee
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. Without limiting the generality of the foregoing, Shareholder shall
deliver to Trustee on the date hereof, and at any time hereafter, if required
by Trustee, an irrevocable proxy in respect of the Collateral in the form of
Exhibit "B" attached hereto, which upon its execution shall be deemed to
have been accepted by Trustee. Promptly after the waiver or cure of the
Default or Event of Default giving rise to Trustee's election under this
Paragraph 6(b), Trustee shall notify Shareholder and Borrower of such waiver
or cure and for so long as no subsequent continuing Default or Event of
Default exists, Shareholder shall have all rights as a shareholder it had
prior to the occurrence of such Default or Event of Default, the Shareholder's
Stock shall again be registered in the name of Shareholder and Borrower 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 a Default or an
Event of Default, Trustee 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, Trustee may, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind to or upon
Shareholder, Borrower 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 Trustee
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. Trustee 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. Trustee
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 Trustee
hereunder, including, without limitation, reasonable attorneys' fees and
disbursements of counsel to Trustee, to the payment in whole or in part of the
Obligations, in such order as Trustee may elect, and only after such
application and after the payment by Trustee of any other amount required by
any provision of law, need Trustee account for the surplus, if any, to
Shareholder or such other Person as may be entitled thereto. To the extent
permitted by applicable law, Shareholder waives all claims, damages and
demands it may acquire against Trustee arising out of the exercise by it of
any rights hereunder except as may arise solely from Trustee's gross
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 5 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 9-112 of the UCC.
(d) Foreclosure. The Trustee, instead of exercising the power
of sale herein conferred upon it, may proceed by a suit or suits at law or in
equity to foreclose the security interests and sell the Collateral, or any
portion thereof, under a judgment or decree of a court or courts of competent
jurisdiction. For the purposes of Louisiana executory process procedures, the
Shareholder does hereby acknowledge the Obligations secured hereunder and does
hereby confess judgment in favor of the Trustee for the full amount of such
Obligations. Trustee does by these presents consent, agree and stipulate that
upon the occurrence of a Default or an Event of Default it shall be lawful for
the Trustee, and Shareholder does hereby authorize the Trustee, to cause all
and singular the Collateral to be seized and sold under executory or ordinary
process, at the Trustee's sole option, without appraisement, appraisement
being hereby expressly waived, in one lot as an entirety or in separate
portions or parcels as the Trustee may determine, to the highest bidder, and
otherwise exercise the rights, powers and remedies afforded herein and under
applicable Louisiana law. Any and all declarations of fact made by authentic
act before a Notary Public in the presence of two witnesses by a person
declaring that such facts lie within his knowledge shall constitute authentic
evidence of such facts for the purpose of executory process.
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 Borrower guaranteed
pursuant to the Guarantee. In that regard, Shareholder authorizes Trustee, in
its discretion, without notice to Shareholder, irrespective of any change in
the financial condition of Borrower 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 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 a Default or an Event of Default,
make any payments and do any other acts Trustee 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 which in the judgment of Trustee 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 reasonable
attorneys' fees, and Shareholder hereby agrees it shall be bound by any such
payment made or act taken by Trustee hereunder and shall reimburse Trustee for
all reasonable payments made and expenses incurred, which amounts shall be
secured under this Stock Pledge Agreement; provided, however, that Trustee
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 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 or underlying obligations of
Borrower; and (h) assign the Obligations, the underlying obligations of
Borrower 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
Trustee or the Noteholders to (i) proceed against Borrower, (ii) proceed
against or exhaust any security received from Borrower or (iii) pursue any
other remedy in Trustee'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 or any security, whether
resulting from an election by Trustee to foreclose upon security by
nonjudicial sale, or otherwise; (c) any setoff or counterclaim of Borrower or
any defense which results from any disability or other defense of Borrower or
the cessation or stay of enforcement from any cause whatsoever of the
liability of Borrower; (d) any right to exoneration of sureties which would
otherwise be applicable; (e) any right of subrogation or reimbursement and any
right of contribution, and right to enforce any remedy which Trustee now has
or may hereafter have against Borrower, and any benefit of, and any right to
participate in, any security now or hereafter received by Trustee until the
ninety-first (91st) day after the Obligations and the underlying obligations
of Borrower have been indefeasibly paid in cash in full; (f) all presentments,
demands for performance, notices of non-performance, protests, notice of
dishonor, and notices of acceptance of the Stock Pledge 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 Trustee of the financial condition of Borrower
or any change therein or any other circumstances bearing upon the risk of
nonpayment or nonperformance of the Obligations or the underlying obligations
of Borrower; (i) the benefit of appraisement as provided in Louisiana Code of
Civil Procedure Articles 2332, 2336, 2723 and 2724, and all other laws
conferring the same; (j) the demand and three days delay accorded by Louisiana
Code of Civil Procedure Articles 2639 and 2721; (k) the notice of seizure
required by Louisiana Code of Civil Procedure Articles 2293 and 2721; (l) the
three days delay provided by Louisiana Code of Civil Procedure Articles 2331
and 2722; and (m) the benefit of the other provisions of Louisiana Code of
Civil Procedure Articles 2331, 2722 and 2723 not specifically mentioned above.
Shareholder has the ability and assumes the responsibility for keeping
informed of the financial condition of Borrower and of other circumstances
affecting such nonpayment and nonperformance risks.
9. Limitation on Duties Regarding Collateral. Trustee'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 Trustee 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 Trustee 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.
10. Termination. This Stock Pledge Agreement shall terminate
upon the satisfaction of all Obligations and underlying obligations of
Borrower, and Trustee shall promptly thereafter redeliver 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. Such redelivery shall
be without warranty by or recourse to Trustee, and shall be at the expense of
Shareholder; provided, however, that this Stock Pledge Agreement
(including all representations, warranties and covenants contained herein)
shall continue to be effective or be reinstated, as the case may be, if at any
time any amount received by Trustee in respect of the Obligations is rescinded
or must otherwise be restored or returned by Trustee upon or in connection
with the insolvency, bankruptcy, dissolution, liquidation or reorganization of
Shareholder, Borrower or any other Person or upon or in connection with the
appointment of any intervenor or conservator of, or trustee or similar
official for, Shareholder, Borrower or any other Person or any substantial
part of its assets, or otherwise, all as though such payments had not been
made.
11. Power of Attorney. Shareholder hereby appoints and
constitutes Trustee as Shareholder's attorney-in-fact for purposes of (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 6 hereof. Trustee's authority hereunder shall include, without
limitation, upon the occurrence and during the continuance of a Default or an
Event of Default, the authority to endorse and negotiate, for Trustee's own
account, any checks or instruments in the name of Trustee, 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 Trustee
in this Stock Pledge Agreement. This power of attorney is coupled with an
interest and is irrevocable by Shareholder.
12. Gaming Laws and Regulations. The parties hereto
acknowledge that, to the extent required under applicable law, the
consummation of the transactions contemplated hereby and the exercise of
remedies hereunder may be subject to the Louisiana Riverboat Economic
Development and Gaming Control Act, La. R.S. 4:501, et seq., and the
Louisiana Gaming Control Law, La. R.S. 27:1-3, 11-26, 31 and 32, and the
regulations promulgated pursuant to each such law, all as amended from time to
time. The parties hereto further acknowledge that the Gaming License held by
Borrower is not part of the collateral of this Stock Pledge Agreement and
that, under the above discussed legislation and rules promulgated thereunder,
the Trustee may be precluded from or otherwise limited in taking possession of
or in selling the collateral of this Stock Pledge Agreement under the Defaults
and Remedies provisions of this Stock Pledge Agreement. The parties hereto
also acknowledge that due to various legal restrictions, including, without
limitation, licensing of operators of gaming facilities and prior approval of
the sale or disposition of assets of a licensed gaming operation, the sale of
collateral may be denied by Gaming Authorities or delayed pending Gaming
Authority approval.
13. Conflicts with Indenture. Notwithstanding any other
provision of this Stock Pledge Agreement, the terms and provisions of this
Stock Pledge Agreement shall be subject and subordinate to the terms of the
Indenture. To the extent that the Indenture provides Borrower or Shareholder
with a particular cure or notice period, or establishes any limitations or
conditions on Trustee's actions with regard to a particular set of facts,
Borrower and Shareholder shall be entitled to the same cure periods and notice
periods, and Trustee shall be subject to the same limitations and conditions
in place of the cure periods, notice periods, limitations and conditions
provided for under the Indenture; provided, however, such cure periods, notice
periods, limitations and conditions shall not be cumulative as between the
Indenture and this Stock Pledge Agreement. In the event of any conflict or
provisions of this Stock Pledge Agreement and those of the Indenture,
including without limitation, any conflicts or inconsistencies in any
definitions herein or therein, the provisions or definitions of the Indenture
shall govern.
14. 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:
Trustee: First Union Bank of Connecticut
00 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
Attn: Corporate Trust Administration
Phone: (000) 000-0000
Fax: (000) 000-0000
With a copy to:
Xxxxx Xxxxxxxxxx, Esq.
Xxxx, Scholer, Fierman, Xxxx & Handler, LLP
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Shareholder: Jefferson Casino Corporation
0000 Xxx Xxxxxx Xxxx
Xxxxxxx Xxxx, Xxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxxx, Esq.
Phone: (000) 000-0000
Fax: (000) 000-0000
Borrower: Casino Magic of Louisiana, Corp.
0000 Xxx Xxxxxx Xxxx
Xxxxxxx Xxxx, Xxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxxx, Esq.
Phone: (000) 000-0000
Fax: (000) 000-0000
(b) Nonwaiver. No failure or delay on Trustee'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 Trustee, 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 Trustee. Trustee may assign or otherwise transfer all or
any part of its interest under this Stock Pledge Agreement, upon notice to
Shareholder. Trustee 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 Trustee under this Stock Pledge Agreement shall be in addition to all
rights, powers and remedies given to Trustee 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 Trustee's lien in the
Collateral. Shareholder waives any right to require Trustee to proceed
against any Person or to exhaust any Collateral or to pursue any remedy in
Trustee's power.
(f) Governing Law. This Stock Pledge Agreement shall be
governed by and construed in accordance with the laws of the State of New
York, except to the extent that the validity or perfection of the lien and
security interest hereunder, or remedies hereunder, in respect of any
particular Collateral are governed by the laws of the State of Louisiana.
IN WITNESS WHEREOF, Shareholder has caused this Stock Pledge and
Security Agreement to be executed in favor of Trustee as of the day and year
first above written.
SHAREHOLDER:
JEFFERSON CASINO CORPORATION,
a Louisiana corporation
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and
Secretary
ACKNOWLEDGED AND AGREED:
FIRST UNION BANK OF CONNECTICUT,
a Connecticut banking corporation,
as trustee for the benefit
of the holders of the Notes
By: /s/ W. Xxxxxxx Xxxxxx
Name: W. Xxxxxxx Xxxxxx
Title: Vice President
S-1
ACKNOWLEDGMENT AND
CONSENT OF BORROWER
Casino Magic of Louisiana, Corp., a Louisiana corporation
("Borrower"), 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 express or
implied terms are to be performed by Borrower.
CASINO MAGIC OF LOUISIANA, CORP.,
a Louisiana corporation
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and Secretary
EXHIBIT "A"
DESCRIPTION OF SHAREHOLDER'S STOCK
Percentage of
Class Stock Outstanding
Issuer of Stock Certificate No. No. of Shares Shares
Casino Magic Common 4 100 100%
of Louisiana,
Corp.
A-1
EXHIBIT "B"
IRREVOCABLE PROXY
KNOW ALL MEN BY THESE PRESENTS that, subject to the approval of the
Louisiana gaming authorities if required thereby, the undersigned does hereby
make, constitute and appoint FIRST UNION BANK OF CONNECTICUT, and each of its
officers, employees and attorneys (collectively, the "Trustee"), to be its
true and lawful attorney, for it and in its name, place and stead, to act as
its proxy in respect of one-hundred (100) shares of capital stock of CASINO
MAGIC OF LOUISIANA, CORP., a Louisiana corporation (the "Corporation"), and
any other shares of the Corporation that hereafter may from time to time be
pledged or transferred to Trustee, which it now or hereafter may own or hold
(whether held jointly with any other person or individually), including,
without limitation, the right, on behalf of the undersigned, to demand the
call by any proper officer of the Corporation pursuant to the provisions of
its Articles of Incorporation or By-Laws and as permitted by law of a meeting
(or written consent) of its shareholders and at any such meeting of
shareholders (whether annual, general or special), or in connection with any
such written consent, to vote for the transaction of any and all business that
may come before the meeting (or written consent), or at any adjournment
thereof, including, without limitation, the right to vote for the sale of all
or any part of the assets of the Corporation and/or the liquidation and
dissolution of the Corporation; giving and granting to Trustee the full power
and authority to do and perform each and every act and thing whether necessary
or desirable to be done in and about the premises, as fully as it might or
could do if personally present with full power of substitution, appointment
and revocation, hereby ratifying and confirming all that Trustee shall do or
cause to be done by virtue hereof.
This Proxy is given to Trustee in consideration of the purchase of
the Notes by the Holders thereof pursuant to that certain Indenture of even
date herewith by and among the undersigned, Trustee and the Corporation (as
amended, modified or supplemented from time to time, the "Indenture"), and
as a material inducement to Trustee to enter into the Indenture and in order
to carry out the covenant of the undersigned contained in that certain Stock
Pledge and Security Agreement of even date herewith (as it may from time to
time be amended, modified or supplemented, the "Stock Pledge Agreement") by
and among the undersigned and Trustee (executed and delivered in connection
with the Indenture), and this Proxy shall not be revocable or revoked by the
undersigned, and shall be binding upon its heirs, administrators, executors,
successors and assigns until the payment in full of all of the Obligations (as
such term is defined in the Stock Pledge Agreement) and may be exercised only
after (and therefore is suspended until) the occurrence of any Default or
Event of Default (as such term is defined in the Indenture). This Proxy is
coupled with an interest and shall survive longer than eleven (11) months.
The parties hereto acknowledge that, to the extent required under
applicable law, the consummation of the transactions contemplated hereby and
the exercise of remedies hereunder may be subject to the Louisiana Riverboat
Economic Development and Gaming Control Act, La. R.S. 4:501, et seq., and
the Louisiana Gaming Control Law, La. R.S. 27:1-3, 11-26, 31 and 32, and the
regulations promulgated pursuant to each such law, all as amended from time to
time. The parties hereto further acknowledge that the Gaming License held by
the Corporation is not part of the collateral of this Stock Pledge Agreement
and that, under the above discussed legislation and rules promulgated
thereunder, the Trustee may be precluded from or otherwise limited in taking
possession of or in selling the collateral of this Stock Pledge Agreement
under the Defaults and Remedies provisions of this Stock Pledge Agreement.
The parties hereto also acknowledge that due to various legal restrictions,
including, without limitation, licensing of operators of gaming facilities and
prior approval of the sale or disposition of assets of a licensed gaming
operation, the sale of collateral may be denied by Gaming Authorities or
delayed pending Gaming Authority approval.
Any capitalized term used in this Proxy without definition, but
defined in the Indenture, shall have the same meaning here as in the
Indenture.
IN WITNESS WHEREOF, the undersigned has executed this Irrevocable
Proxy as of the 22nd day of August, 1996.
JEFFERSON CASINO CORPORATION,
a Louisiana Corporation
By:
Name:
Tile:
