EXHIBIT 4.8
SECURITY AGREEMENT
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(Guarantors and Co-Issuer)
Made by
SHREVEPORT CAPITAL CORPORATION,
HWCC LOUISIANA, INC.
HCS I, INC.
and
HCS II, INC.
as Debtor
to
STATE STREET BANK AND TRUST COMPANY,
as Trustee and Secured Party
Acting on behalf of the Holders of the Notes
August 10, 1999
SECURITY AGREEMENT
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(Guarantors and Co-Issuer)
THIS SECURITY AGREEMENT (this "Agreement") is made as of August 10,
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1999, by SHREVEPORT CAPITAL CORPORATION, a Louisiana corporation ("Shreveport
Capital"), HWCC LOUISIANA, INC., a Louisiana corporation ("HWCC Louisiana"),
HCS I, INC., a Louisiana corporation ("HCS I"), and HCS II, INC., a Louisiana
corporation ("HCS II", and together with Shreveport Capital, HWCC Louisiana and
HCS I, collectively, the "Debtors" and individually each a "Debtor"), in favor
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of STATE STREET BANK AND TRUST COMPANY, A MASSACHUSETTS TRUST COMPANY, AS
TRUSTEE ACTING ON BEHALF OF THE HOLDERS OF THE NOTES UNDER THE INDENTURE (THE
"SECURED PARTY").
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W I T N E S S E T H:
- - - - - - - - - -
A. Shreveport Capital, Hollywood Casino Shreveport, a Louisiana
general partnership (the "Partnership", and together with Shreveport Capital,
the "Issuers") and the other Debtors, each as a Guarantor, have entered into an
Indenture dated as of the date hereof (as amended, supplemented, restated or
otherwise modified from time to time, the "Indenture") with the Trustee,
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pursuant to which the Issuers will issue up to $150,000,000 of their 13% First
Mortgage Notes due 2006 with Contingent Interest (as the same may be amended,
supplemented, restated, exchanged, replaced or otherwise modified from time to
time, collectively, the "Notes").
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B. Each of the Debtors other than Shreveport Capital has executed
the Indenture as a Guarantor for the purpose of guaranteeing the Obligations of
the Issuers under and as defined in the Indenture.
C. It is a condition precedent to the purchase of the Notes under
the Indenture that the Debtors shall have executed and delivered this Agreement.
NOW THEREFORE, in order to comply with the terms and conditions of the
Indenture and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Debtor hereby agrees with
Secured Party as follows:
ARTICLE 1
DEFINITIONS
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Section 1.01 Definitions. When used herein, (a) the terms Certificated
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Security, Chattel Paper, Deposit Account, Document, Equipment, Financial Asset,
Fixture, Goods, Inventory, Instrument, Investment Property, Security, Security
Entitlement and Uncertificated Security have the respective meanings assigned
thereto in the Code (as defined below); (b) capitalized terms which are not
otherwise defined have the respective meanings assigned thereto in the
Indenture; and (c) the following terms have the following meanings (such
definitions to be applicable to both the singular and plural forms of such
terms):
Account Debtor means the party who is obligated on or under any
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Account Receivable, Contract Right or General Intangible.
Account Receivable means, with respect to any Debtor, any right of
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such Debtor to payment for goods sold or leased or for services rendered.
Code means the Uniform Commercial Code as in effect in the State of
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New York on the date of this Agreement; provided that, if by reason of mandatory
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provisions of law, the perfection or the effect of perfection or non-perfection
of the security interests in any Collateral is governed by the Uniform
Commercial Code as in effect in any jurisdiction other than the State of New
York, "Code" means the Uniform Commercial Code as in effect in such other
jurisdiction for purposes of the provisions hereof relating to such perfection
or the effect of perfection or non-perfection.
Collateral means, with respect to any Debtor, all property and rights
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of such Debtor in which a security interest is granted hereunder.
Computer Hardware and Software means, with respect to any Debtor, all
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of such Debtor's rights (including rights as licensee and lessee) with respect
to (i) computer and other electronic data processing hardware, including all
integrated computer systems, central processing units, memory units, display
terminals, printers, computer elements, card readers, tape drives, hard and soft
disk drives, cables, electrical supply hardware, generators, power equalizers,
accessories, peripheral devices and other related computer hardware; (ii) all
software programs designed for use on the computers and electronic data
processing hardware described in clause (i) above, including all operating
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system software, utilities and application programs in whatsoever form (source
code and object code in magnetic tape, disk or hard copy format or any other
listings whatsoever); (iii) any firmware associated with any of the foregoing;
and (iv) any documentation for hardware, software and firmware described in
clauses (i), (ii) and (iii) above, including flow charts, logic diagrams,
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manuals, specifications, training materials, charts and pseudo codes.
Contract Rights means, with respect to any Debtor, any rights of such
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Debtor (including, without limitation, all rights to payment) under each
Contract.
Contracts means, with respect to any Debtor, all contracts or other
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agreements between such Debtor and one or more additional parties, including,
without limitation, all of the contracts described on Exhibit C attached hereto.
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Event of Default has the meaning set forth in Section 6.01 hereof.
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General Intangibles means, with respect to any Debtor, all of such
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Debtor's "general intangibles" as defined in the Code and, in any event,
includes (without limitation) all of Debtor's trademarks and goodwill of the
business relating thereto, trade names, patents, copyrights, trade secrets,
customer lists, inventions, designs, software programs, mask works,
registrations, licenses, franchises, tax refund claims, guarantee claims,
security interests, rights to indemnification, all contractual rights and
obligations or indebtedness owing to such Debtor from
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whatever source arising, all things in action, rights represented by judgments,
claims arising out of tort and other claims relating to the Collateral
(including the right to assert and otherwise be the proper party of interest to
commence and prosecute actions), and all rights in respect of any pension plan
or similar arrangement maintained for employees of such Debtor.
Intellectual Property means all past, present and future: trade
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secrets and other proprietary information; trademarks, service marks, business
names, designs, logos, indicia and other source and/or business identifiers, and
the goodwill of the business relating thereto and all registrations or
applications for registrations which have heretofore been or may hereafter be
issued thereon throughout the world; copyrights (including copyrights for
computer programs) and copyright registrations or applications for registrations
which have heretofore been or may hereafter be issued throughout the world and
all tangible property embodying the copyrights; unpatented inventions (whether
or not patentable); patent applications and patents; industrial designs,
industrial design applications and registered industrial designs; license
agreements related to any of the foregoing and income therefrom; books, records,
writings, computer tapes or disks, flow diagrams, specification sheets, source
codes, object codes and other physical manifestations, embodiments or
incorporations of any of the foregoing; the right to xxx for all past, present
and future infringements of any of the foregoing; and all common law and other
rights throughout the world in and to all of the foregoing.
Non-Tangible Collateral means, with respect to any Debtor,
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collectively, such Debtor's Accounts Receivable, Contract Rights and General
Intangibles.
Obligations means (i) the payment when due of indebtedness evidenced
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by the Notes in the principal sum not to exceed at any time outstanding of
$150,000,000, interest (including post-petition interest) as set forth in the
Indenture and the Notes, and premiums, penalties, and late charges thereon; (ii)
all other indebtedness and other sums (including, without limitation, all
expenses, attorneys' fees, other fees, indemnifications, reimbursements,
damages, other monetary liabilities, and other charges) and obligations that may
or shall become due hereunder or under the Notes, the Guarantees, the Indenture
or the other Collateral Documents; and (iii) any and all renewals,
modifications, amendments, extensions for any period, supplements or
restatements of any of the foregoing.
Obligor means any Person, other than Debtor, liable (whether directly
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or indirectly, primarily or secondarily) for the payment or performance of any
of the Obligations whether as maker, co-maker, endorser, guarantor,
accommodation party, general partner or otherwise.
ARTICLE 2
SECURITY INTEREST
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Section 2.01 Grant of Security Interest. As security for the prompt and
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complete payment and performance of the Obligations, each Debtor grants to
Secured Party a continuing security interest in, Lien upon, and right of set-off
against the following, whether now or hereafter existing or acquired:
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All of such Debtor's right, title and interest in, to and under the
following:
(i) Accounts Receivable;
(ii) Certificated Securities;
(iii) Chattel Paper;
(iv) Computer Hardware and Software and all rights with respect
thereto, including, any and all licenses, options,
warranties, service contracts, program services, test rights,
maintenance rights, support rights, improvement rights,
renewal rights and indemnifications, and any substitutions,
replacements, additions or model conversions of any of the
foregoing;
(v) all Contracts, together with all Contract Rights arising
thereunder;
(vi) Deposit Accounts;
(vii) Documents;
(viii) Financial Assets;
(ix) General Intangibles;
(x) Goods (including all of its Equipment, Fixtures and
Inventory) and all accessions, additions, attachments,
improvements, substitutions and replacements thereto and
therefor;
(xi) Instruments;
(xii) Intellectual Property;
(xiii) Investment Property;
(xiv) money (of every jurisdiction whatsoever);
(xv) Security Entitlements;
(xvi) Uncertificated Securities; and
(xvii) to the extent not included in the foregoing, other personal
property of any kind or description;
together with all books, records, writings, data bases, information
and other property relating to, used or useful in connection with, or
evidencing, embodying, incorporating or referring to any of the
foregoing, and all proceeds, products, offspring, rents, issues,
profits and returns of and from any of the foregoing;
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provided that to the extent that the provisions of any lease or
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license of Computer Hardware and Software or Intellectual Property
expressly prohibit (which prohibition is enforceable under applicable
law) the grant of a security interest therein, Debtor's rights in such
lease or license shall be excluded from the foregoing grant for so
long as such prohibition continues, it being understood that upon
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request of the Trustee, Debtor will in good faith use reasonable
efforts to obtain consent for the creation of a security interest in
favor of the Trustee in Debtor's rights under such lease or license.
Notwithstanding the foregoing provisions of this Section 2.01, such
grant of security interest shall not extend to, and the term
"Collateral" shall not include any of the foregoing property that is,
pursuant to restrictions enforceable under applicable law, prohibited
from being pledged as security; provided that, upon the termination of
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such prohibitions for any reason whatsoever or in the event such
prohibitions are or become unenforceable under applicable law, such
foregoing property shall automatically become Collateral hereunder
and, provided, further, that upon request of the Trustee, Debtor will
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in good faith use reasonable efforts to obtain consent for the
creation of a security interest in favor of the Trustee in Debtor's
rights under such lease or license. Notwithstanding the foregoing, so
long as no Event of Default shall have occurred and be continuing, all
dividends, distributions, interest and principal payments, cash,
instruments, and other property and proceeds made upon or with respect
to or of the Collateral may be used by such Debtor subject to the
terms and conditions of the Indenture. Upon the occurrence and during
the continuance of an Event of Default, all rights of such Debtor to
receive all such dividends, distributions, interest and principal
payments, cash, instruments and other property and proceeds shall
cease, and such dividends, distributions, interest and principal
payments, cash, instruments and other property and proceeds shall be
paid or otherwise delivered to the Secured Party. It is expressly
contemplated that additional property may from time to time be
pledged, assigned or granted to Secured Party as additional security
for the Obligations, and the term "Collateral" as used herein shall be
deemed for all purposes hereof to include all such additional
property, together with all other property of the types described
above related thereto.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
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In order to induce Secured Party to accept this Agreement, each Debtor
represents and warrants to Secured Party (which representations and warranties
will survive the creation and payment of the Obligations) that:
Section 3.01 Ownership of Collateral; Absence of Encumbrances and
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Restrictions. After giving effect to the use of the proceeds of the Notes, such
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Debtor is, and in the case of property acquired after the date hereof, will be,
the sole legal and beneficial owner of the Collateral holding good and
indefeasible title to the same, free and clear of all Liens except for
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Permitted Liens and such Debtor has full right, power and authority to assign
and grant a security interest in the Collateral to Secured Party.
Section 3.02 No Required Consent. Except for such authorizations,
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consents or approvals previously obtained and in effect, no authorization,
consent, approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body (other than the filing of financing
statements and the other documents required to perfect or maintain the
perfection of the Liens granted hereby) is required for (i) the due execution,
delivery and performance by such Debtor of this Agreement, (ii) the grant by
such Debtor of the security interest granted by this Agreement, (iii) the
perfection of such security interest or (iv) the exercise by Secured Party of
its rights and remedies under this Agreement, except as may be required by
applicable gaming laws or in connection with the disposition of Collateral or by
federal or state securities laws or antitrust laws.
Section 3.03 Security Interest. After giving effect to the use of
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proceeds of the Notes, the grant of the security interest in and Lien on the
Collateral pursuant to this Agreement creates a valid and continuing security
interest in and Lien on the Collateral, enforceable against Debtor, and, upon
the filing of financing statements in the appropriate office for the locations
of the Collateral listed on Exhibit A hereof, the security interests granted
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hereby will be perfected, prior to all other Liens except Permitted Liens,
enforceable against third parties and securing payment of the Obligations.
Section 3.04 No Filings By Third Parties. After giving effect to the use
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of proceeds of the Notes, and other than any financing statement or other public
notice or recording naming Secured Party as the secured party therein or
financing statements with respect to Permitted Liens, no financing statement or
other public notice or recording covering the Collateral is on file in any
public office and such Debtor has not signed any document or agreement
authorizing the filing of any such financing statement or other public notice or
recording so long as any of the Obligations are outstanding.
Section 3.05 Name; No Name Changes. The name of such Debtor set forth on
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Exhibit A hereto is the true and correct legal name of such Debtor, and, except
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as described on Exhibit A hereto, such Debtor has not, during the preceding five
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(5) years, entered into any contract, agreement, security instrument or other
document using a name other than, or been known by or otherwise used any name
other than, the name used by such Debtor herein.
Section 3.06 Location of Debtor and Collateral; Intellectual Property.
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Such Debtor's chief executive office, principal place of business and the
locations of such Debtor's records concerning the Collateral are set forth on
Exhibit A hereto. Any Collateral not at such location(s) nevertheless remains
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subject to Secured Party's security interest. Except as disclosed on Exhibit A
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hereto, all tangible Collateral of such Debtor are located at the locations set
forth on Exhibit A hereto. Exhibit B hereto contains a true, correct and
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complete listing of all of such Debtor's Intellectual Property which have been
registered or for which applications for registration are pending.
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Section 3.07 Collateral. All statements or other information provided by
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such Debtor to Secured Party describing or with respect to the Collateral is
(or, in the case of subsequently furnished information, will be when provided)
correct and complete in all material respects. The delivery at any time by such
Debtor to Secured Party of additional descriptions of Collateral shall
constitute a representation and warranty by such Debtor to Secured Party
hereunder that the representations and warranties of this Article 3 are correct
in all material respects insofar as they would pertain to such Collateral or the
descriptions thereof, except as indicated therein.
Section 3.08 Delivery of Documents. With respect to any Collateral
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covered by one or more certificates of title or other documents of title
evidencing ownership or possession thereof, each of such certificates or
documents of title shall, after the occurrence and during the continuance of an
Event of Default and upon the request of the Secured Party, be delivered to
Secured Party (provided that all certificates of title and documents of title
referred to in Article 2 hereof shall be subject to the security interest
created by this Agreement irrespective of whether or not such delivery shall
have been made).
Section 3.09 Taxpayer Identification Number. The federal taxpayer
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identification number of each Debtor is set forth on Exhibit A hereto.
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ARTICLE 4
COVENANTS AND AGREEMENTS
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Each Debtor will at all times comply with the covenants and agreements
contained in this Article 4, from the date hereof and for so long as any part of
the Obligations are outstanding.
Section 4.01 Change in Location of Collateral or Debtor. Except with
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respect to Collateral under repair or temporarily in transit between locations
(and in any such case, for a period not to exceed four (4) months), no Debtor
will change the location of the Collateral (except for (a) Collateral held by
the Trustee, (b) motor vehicles and rolling stock, and (c) Collateral
temporarily in transit between locations) to any state, county or other
jurisdiction in which Secured Party has not already filed a financing statement
or taken other necessary steps to perfect or maintain its security interests in
the Collateral without Secured Party's prior written consent and the delivery of
such new financing statements or other documentation as may be reasonably
necessary or required by Secured Party to ensure the continued perfection and
priority of its security interest in the Collateral. No Debtor will change the
location of such Debtor's chief executive office, principal place of business or
the locations of such Debtor's records concerning the Collateral unless such
Debtor shall have given Secured Party at least thirty (30) days prior written
notice thereof and shall have delivered to Secured Party such new financing
statements or other documentation as may be reasonably necessary or required by
Secured Party to ensure the continued perfection and priority of its security
interest in the Collateral.
Section 4.02 Change in Debtor's Name or Corporate Structure. No Debtor
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will change its name, identity or corporate structure (including, without
limitation, any merger, consolidation or sale of substantially all of its
assets) unless such Debtor shall have given Secured Party at least thirty (30)
days prior written notice thereof and shall have delivered to Secured Party such
new
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financing statements or other documentation as may be reasonably necessary
or required by Secured Party to ensure the continued perfection and priority of
its security interest on the Collateral.
Section 4.03 Documents; Collateral in Possession of Third Parties. If
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certificates of title or other documents evidencing ownership or possession of
the Collateral are issued or outstanding, such Debtor will, after the occurrence
and during the continuance of an Event of Default and upon the request of the
Secured Party, cause the interest of Secured Party to be properly noted thereon
and will, forthwith upon receipt, deliver same to Secured Party. If any
material portion of the Collateral is at any time in the possession or control
of any warehouseman, bailee, agent or independent contractor, such Debtor shall
notify such Person of Secured Party's security interest in such Collateral.
Upon Secured Party's request, such Debtor shall instruct any such Person to hold
all such Collateral for Secured Party's account subject to such Debtor's
instructions, or, if an Event of Default shall have occurred, subject to Secured
Party's instructions.
Section 4.04 Delivery of Letters of Credit and Instruments. After the
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occurrence and during the continuance of an Event of Default and upon the
request of the Secured Party, each Debtor will deliver each letter of credit, if
any, included in the Collateral to Secured Party, in each case forthwith upon
receipt by or for the account of such Debtor. After the occurrence and during
the continuance of an Event of Default and upon the request of the Secured
Party, if any Non-Tangible Collateral becomes evidenced by a promissory note,
trade acceptance or any other instrument for the payment of money (other than
checks or drafts in payment of Non-Tangible Collateral collected by such Debtor
in the ordinary course of business prior to notification by Secured Party under
Section 6.02(g)), such Debtor will immediately deliver such instrument to
Secured Party appropriately endorsed and, regardless of the form of presentment,
demand, notice of dishonor, protest and notice of protest with respect thereto,
such Debtor will remain liable thereon until such instrument is paid in full.
Section 4.05 Sale, Disposition or Encumbrance of Collateral. Except as
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permitted pursuant to the provisions of the Indenture and by Section 4.09 of
this Agreement or with Secured Party's prior written consent, no Debtor will in
any way encumber any of the Collateral (or permit or suffer any of the
Collateral to be encumbered) or sell, assign, lend, rent, lease or otherwise
dispose of or transfer any of the Collateral to or in favor of any Person other
than Secured Party.
Section 4.06 Records and Information. Each Debtor shall keep accurate and
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complete records of the Collateral (including proceeds). Secured Party may at
any time upon reasonable prior notice have access during normal business hours
to examine, audit, make extracts from and inspect without hindrance or delay
such Debtor's records, files and the Collateral. Each Debtor will promptly
provide written notice to Secured Party of all information which in any way
relates to or affects the filing of any financing statement or other public
notices or recordings, or the delivery and possession of items of Collateral,
for the purpose of perfecting a security interest in the Collateral. Each
Debtor will also promptly furnish such information as Secured Party may from
time to time reasonably request regarding the Collateral or Secured Party's
rights or remedies with respect thereto.
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Section 4.07 Reimbursement of Expenses. Each Debtor hereby assumes all
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liability for the Collateral, the security interests created hereunder and any
use, possession, maintenance, management, enforcement or collection of any or
all of the Collateral. Each Debtor agrees to indemnify and hold Secured Party
harmless from and against and covenants to defend Secured Party against any and
all losses, damages, claims, costs, penalties, liabilities and expenses,
including, without limitation, court costs and reasonable attorneys' fees,
incurred because of, incident to, or with respect to the Collateral (including,
without limitation, any use, possession, maintenance or management thereof, or
any injuries to or deaths of Persons or damage to property, except to the extent
caused by the gross negligence or willful misconduct of the Secured Party). All
amounts for which each Debtor is liable pursuant to this Section 4.07 shall be
due and payable by Debtor to Secured Party upon demand. If any such Debtor
fails to make such payment upon demand (or if demand is not made due to an
injunction or stay arising from bankruptcy or other proceedings) and Secured
Party pays such amount, the same shall be due and payable by such Debtor to
Secured Party, plus interest thereon from the date of Secured Party's demand (or
from the date of Secured Party's payment if demand is not made due to such
proceedings) at the interest rate applicable to overdue principal as provided in
the Notes.
Section 4.08 Further Assurances. Upon the request of Secured Party, each
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Debtor shall (at such Debtor's expense) execute and deliver all such
assignments, certificates, financing statements or other documents and give
further assurances and do all other acts and things as Secured Party may
reasonably request to perfect Secured Party's interest in the Collateral or to
protect, enforce or otherwise effect Secured Party's rights and remedies
hereunder.
Section 4.09 Inventory. Each Debtor may use the Inventory in any lawful
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manner not inconsistent with this Agreement and the Indenture and with the terms
of insurance thereon.
Section 4.10 Use of Collateral. No Debtor will use any Collateral in
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violation in any material respect of any law, statute, ordinance, regulation or
administrative order, or suffer it to be so used.
Section 4.11 Collateral Attached to Other Property. In the event that the
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Collateral is to be attached or affixed to any real property, each Debtor hereby
agrees that this Agreement may be filed for record in any appropriate real
estate records as a financing statement which is a fixture filing. In
connection therewith, each Debtor will take whatever action is required by
Section 4.08. If such Debtor is not the record owner of such real property,
such Debtor will provide Secured Party with any additional security agreements
or financing statements necessary for the perfection of Secured Party's security
interest in the Collateral. If the Collateral is wholly or partly affixed to
real estate or installed in or affixed to other goods, such Debtor will, on
demand of Secured Party, use its commercially reasonable efforts to furnish
Secured Party with landlord's waivers, signed by all Persons having an interest
in the real estate or other goods to which the Collateral may have become
affixed, permitting the Secured Party to have access to the Collateral at all
reasonable times and granting the Secured Party a reasonable period of time in
which to remove the Collateral after the occurrence and during the continuance
of an Event of Default.
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ARTICLE 5
RIGHTS, DUTIES AND POWERS OF SECURED PARTY
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Secured Party shall have the following rights, duties and powers:
Section 5.01 Discharge Encumbrances. After the occurrence and during the
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continuance of an Event of Default, Secured Party may, at its option, discharge
any taxes, Liens, security interests or other encumbrances at any time levied or
placed on the Collateral, and may pay for insurance on the Collateral to the
extent required by this Agreement or the Indenture and not obtained by any
Debtor. Each Debtor agrees to reimburse Secured Party upon demand for any
payment so made, plus interest thereon from the date of Secured Party's demand
at the interest rate applicable to overdue principal as provided in the Notes.
Section 5.02 Licenses and Rights to Use Collateral. After the occurrence
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and during the continuance of an Event of Default, in connection with any
transfer or sale (to Secured Party or any other Person) of the Collateral,
Secured Party is hereby granted a transferable license or other right to use,
without any charge, any of any Debtor's Intellectual Property in completing
production, advertising or selling such Collateral except any of the foregoing
property which is expressly prohibited by its terms from being assigned or
licensed. After the occurrence and during the continuance of an Event of
Default, each Debtor's rights under all licenses and franchise agreements shall
inure to the benefit of Secured Party and any transferee of all or any part of
the Collateral.
Section 5.03 Cumulative and Other Rights. The rights, powers and remedies
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of Secured Party hereunder are in addition to all rights, powers and remedies
given by law or in equity. The exercise by Secured Party of any one or more of
the rights, powers and remedies herein shall not be construed as a waiver of any
other rights, powers and remedies, including, without limitation, any other
rights of set-off (which set-off rights may be exercised only after the
occurrence and during the continuance of an Event of Default). If any of the
Obligations are given in renewal, extension for any period or rearrangement, or
applied toward the payment of debt secured by any Lien, Secured Party shall be,
and is hereby, subrogated to all the rights, titles, interests and liens
securing the debt so renewed, extended, rearranged or paid.
Section 5.04 Disclaimer of Certain Duties.
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(a) The powers conferred upon Secured Party by this Agreement are to
protect its interest in the Collateral and shall not impose any duty upon
Secured Party to exercise any such powers. Each Debtor hereby agrees that
Secured Party shall not be liable for, nor shall the indebtedness evidenced
by the Obligations be diminished by, Secured Party's delay or failure to
collect upon, foreclose, sell, take possession of or otherwise obtain value
for the Collateral. Nothing herein shall affect any obligation of Secured
Party to the Holders under the Indenture or under applicable law.
(b) Except as may be required by the Indenture, and to the fullest
extent permitted by applicable law, Secured Party shall be under no duty
whatsoever to make or give any presentment, notice of dishonor, protest,
demand for performance, notice of
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non-performance, notice of intent to accelerate, notice of acceleration, or
other notice or demand in connection with any Collateral or the
Obligations, or to take any steps reasonably necessary to preserve any
rights against any Obligor, Account Debtor or other Person. Each Debtor
waives any right of marshaling in respect of any and all Collateral, and
waives any right to require Secured Party to proceed against any Obligor,
Account Debtor or other Person, exhaust any Collateral or enforce any other
remedy which Secured Party now has or may hereafter have against any
Obligor or other Person.
Section 5.05 Modification of Obligations; Other Security. Except as
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specifically provided for in the Indenture, each Debtor waives (i) any and all
notice of acceptance, creation, modification, rearrangement, renewal or
extension for any period of any instrument executed by any Obligor in connection
with the Obligations and (ii) any defense of any Obligor by reason of
disability, lack of authorization, cessation of the liability of any Obligor or
for any other reason. Each Debtor authorizes Secured Party, without notice or
demand and without any reservation of rights against such Debtor and without
affecting such Debtor's liability hereunder or on the Obligations, from time to
time to (x) after the occurrence and during the continuance of an Event of
Default and after the acceleration of the Notes, apply the Collateral in the
manner permitted by this Agreement or Indenture and (y) after the occurrence and
during the continuance of an Event of Default and after the acceleration of the
Notes, renew, extend for any period, accelerate, amend or modify, supplement,
enforce, compromise, settle, waive or release the obligations of any Obligor or
any instrument or agreement of such other Person with respect to any or all of
the Obligations or Collateral.
ARTICLE 6
EVENTS OF DEFAULT
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Section 6.01 Events of Default. It shall constitute an Event of Default
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under this Agreement if an Event of Default occurs and is continuing under the
Indenture.
Section 6.02 Remedies. Upon the occurrence and during the continuance of
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an Event of Default, Secured Party may take any or all of the following actions
without notice (except where expressly required below or in the Indenture) or
demand to the Debtors:
(a) Take possession of the Collateral, or at Secured Party's request
each Debtor shall, at such Debtor's cost, assemble the Collateral and make
it available at a location to be specified by Secured Party which is
reasonably convenient to such Debtor and Secured Party. In any event, each
Debtor shall bear the risk of accidental loss or damage to or diminution in
value of the Collateral, and Secured Party shall have no liability
whatsoever for failure to obtain or maintain insurance, nor to determine
whether any insurance ever in force is adequate as to amount or as to risk
insured.
(b) Sell, in one or more sales and in one or more parcels, or
otherwise dispose of any or all of the Collateral in its then condition or
in any other commercially reasonable manner as Secured Party may elect, in
a public or private transaction, at any location as deemed reasonable by
Secured Party (including, without limitation, the applicable Debtor's
premises), for cash at such price as Secured Party may deem fair, and
11
(unless prohibited by the Code, as adopted in any applicable jurisdiction)
Secured Party may be the purchaser of any or all Collateral so sold and may
apply upon the purchase price therefor any Obligations secured hereby. Any
such sale or transfer by Secured Party either to itself or to any other
Person shall be absolutely free from any claim of right by any Debtor,
including any equity or right of redemption, stay or appraisal which such
Debtor has or may have under any rule of law, regulation or statute now
existing or hereafter adopted. Upon any such sale or transfer, Secured
Party shall have the right to deliver, assign and transfer to the purchaser
or transferee thereof the Collateral so sold or transferred. It shall not
be necessary that the Collateral or any part thereof be present at the
location of any such sale or transfer. Secured Party may, at its
discretion, provide for a public sale, and any such public sale shall be
held at such time or times within ordinary business hours and at such place
or places as Secured Party may fix in the notice of such sale. Secured
Party shall not be obligated to make any sale pursuant to any such notice.
Secured Party may, without notice or publication, adjourn any public or
private sale by announcement at any time and place fixed for such sale, and
such sale may be made at any time or place to which the same may be so
adjourned. In the event any sale or transfer hereunder is not completed or
is defective in the opinion of Secured Party, such sale or transfer shall
not exhaust the rights of Secured Party hereunder, and Secured Party shall
have the right to cause one or more subsequent sales or transfers to be
made hereunder. If only part of the Collateral is sold or transferred such
that the Obligations remain outstanding (in whole or in part), Secured
Party's rights and remedies hereunder shall not be exhausted, waived or
modified, and Secured Party is specifically empowered to make one or more
successive sales or transfers until all the Collateral shall be sold or
transferred and all the Obligations are paid. In the event that Secured
Party elects not to sell the Collateral, Secured Party retains its rights
to lease or otherwise dispose of or utilize the Collateral or any part or
parts thereof in any manner authorized or permitted by law or in equity,
and to apply the proceeds of the same towards payment of the Obligations.
Each and every method of disposition of the Collateral described in this
subsection or in subsection (e) shall constitute disposition in a
commercially reasonable manner.
(c) Take possession of all books and records of each Debtor
pertaining to the Collateral. Secured Party shall have the authority to
enter upon any real property or improvements thereon in order to obtain any
such books or records, or any Collateral located thereon, and remove the
same therefrom without liability.
(d) Apply proceeds of the disposition of the Collateral to the
Obligations in any manner elected by Secured Party and permitted by the
Code or otherwise permitted by law or in equity and in accordance with the
provisions of the Indenture. Such application may include, without
limitation, the reasonable expenses of retaking, holding, preparing for
sale or other disposition, and the reasonable attorneys' fees and legal
expenses incurred by Secured Party.
(e) Appoint any Person as agent to perform any act or acts necessary
or incident to any sale or transfer by Secured Party of the Collateral.
Additionally, any sale
12
or transfer hereunder may be conducted by an auctioneer or any officer or
agent of Secured Party.
(f) Execute, assign and endorse negotiable and other instruments for
the payment of money, documents of title or other evidences of payment,
shipment or storage for any form of Collateral on behalf of and in the name
of the applicable Debtor.
(g) Notify or require the applicable Debtor to notify Account Debtors
that the Non-Tangible Collateral been assigned to Secured Party and direct
such Account Debtors to make payments on the Non-Tangible Collateral
directly to Secured Party. To the extent Secured Party does not so elect,
each Debtor shall continue to collect the Non-Tangible Collateral. Secured
Party or its designee shall also have the right, in its own name or in the
name of the applicable Debtor, to do any of the following: (i) to demand,
collect, receipt for, settle, compromise any amounts due, give acquittances
for, prosecute or defend any action which may be in relation to any monies
due, or to become due by virtue of, the Non-Tangible Collateral; (ii) to
sell, transfer or assign or otherwise deal in the Non-Tangible Collateral
or the proceeds thereof or the related goods, as fully and effectively as
if Secured Party were the absolute owner thereof; (iii) to extend the time
of payment of any of the Non-Tangible Collateral, to grant waivers and make
any allowance or other adjustment with reference thereto; (iv) to take
control of cash and other proceeds of any Collateral; (v) to send a request
for verification of the Non-Tangible Collateral to any Account Debtor; and
(vi) to do all other acts and things necessary to carry out the intent of
this Agreement.
(h) The Secured Party, instead of exercising the power of sale herein
conferred upon it, may proceed by a suit or suits to foreclose the security
interest and sell the Collateral or any portion thereof under a judgment of
a court or courts of competent jurisdiction. For purposes of Louisiana
executory process procedures, each Debtor acknowledges the Obligations and
does hereby confess judgment in favor of the Secured Party for the full
amount of the Obligations. Each Debtor agrees that upon the occurrence of
an Event of Default the Secured Party may cause the Collateral to be seized
and sold under executory or ordinary process, at the Secured Party's sole
option, without appraisement, appraisement hereby being expressly waived,
as an entirety or in parcels as the Secured Party may determine, to the
highest bidder for cash, 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. Each Debtor hereby waives in favor of the
Secured Party: (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; (ii) the demand and three (3) days delay accorded
by Louisiana Code of Civil Procedure Articles 2639 and 2721; (iii) the
notice of seizure required by Louisiana Code of Civil Procedure Articles
2293 and 2721; (iv) the three (3) days delay provided by Louisiana Code of
Civil Procedure Articles 2331 and 2722; and (v) the benefit of the other
provisions of Louisiana Code of Civil Procedure Articles 2331, 2722 and
2723 not specifically mentioned above. In the event the Collateral or any
13
part thereof is seized as an incident to an action for the recognition or
enforcement of this Agreement by executory process, ordinary process,
sequestration, writ of fieri facias, or otherwise, each Debtor and Secured
Party agree that the court issuing such order shall, if petitioned for by
Secured Party, direct the applicable sheriff to appoint as a keeper of the
Collateral the Secured Party or any agent designated by the Secured Party
at the time such seizure is effected. This designation is pursuant to
Louisiana Revised Statutes 9:5136-9:5140.2 and the Secured Party shall be
entitled to all of the rights and benefits afforded thereunder, as the same
may be amended. It is hereby agreed that the keeper shall be entitled to
receive as compensation, in excess of its costs and expenses incurred in
the administration or preservation of the Collateral, an amount equal to
$250.00 per day, which shall be payable monthly on the first day of each
month. The designation of keeper made herein shall not be deemed to require
the Secured Party to provoke the appointment of such a keeper.
(i) Exercise all other rights and remedies permitted by law or in
equity.
Section 6.03 Attorney-in-Fact. Each Debtor hereby irrevocably appoints
----------------
Secured Party as Debtor's attorney-in-fact, with full authority in the place and
stead of such Debtor and in the name of such Debtor or otherwise, from time to
time in Secured Party's discretion upon the occurrence and during the
continuance of an Event of Default, but at such Debtor's cost and expense and
without notice to such Debtor:
(a) To obtain, adjust, sell and cancel any insurance with respect to
the Collateral, and endorse any draft drawn by insurers of the Collateral.
Secured Party may apply any proceeds or unearned premiums of such insurance
to the Obligations (whether or not due).
(b) To take any action and to execute any assignment, certificate,
financing statement, notification, document or instrument which Secured
Party may reasonably deem necessary or advisable to accomplish the purposes
of this Agreement, including, without limitation, to receive, endorse and
collect all instruments made payable to such Debtor representing any
payment or other distribution in respect of the Collateral or any part
thereof and to give full discharge for the same.
Section 6.04 Account Debtors. Any payment or settlement of Non-Tangible
---------------
Collateral made by an Account Debtor will be, to the extent of such payment or
to the extent provided under such settlement, a release, discharge and
acquittance of the Account Debtor with respect to such Non-Tangible Collateral,
and each Debtor shall take any action as may reasonably be required by Secured
Party in connection therewith. No Account Debtor on any Non-Tangible Collateral
will ever be bound to make inquiry as to the termination of this Agreement or
the rights of Secured Party to act hereunder, but shall be fully protected by
such Debtor in making payment directly to Secured Party.
Section 6.05 Liability for Deficiency. If any sale or other disposition
------------------------
of Collateral by Secured Party or any other action of Secured Party hereunder
results in reduction of the Obligations, such action will not release any Debtor
from its liability to Secured Party for any
14
unpaid Obligations, including costs, charges and expenses incurred in the
liquidation of Collateral, together with interest thereon at the rate then
applicable under the Indenture, and the same shall be immediately due and
payable to Secured Party at Secured Party's address set forth in the Indenture.
Section 6.06 Reasonable Notice. If any applicable provision of any law
-----------------
requires Secured Party to give reasonable notice of any sale or disposition or
other action, each Debtor hereby agrees that ten days' prior written notice
shall constitute reasonable notice thereof. Such notice, in the case of public
sale, shall state the time and place fixed for such sale and in the case of
private sale, the time after which such sale is to be made.
Section 6.07 Non-judicial Enforcement. Secured Party may enforce its
------------------------
rights hereunder without prior judicial process or judicial hearing, and to the
extent permitted by law each Debtor expressly waives any and all legal rights
which might otherwise require Secured Party to enforce its rights by judicial
process.
ARTICLE 7
MISCELLANEOUS PROVISIONS
------------------------
Section 7.01 Notices. Any notice required or permitted to be given under
-------
or in connection with this Agreement shall be given in accordance with the
notice provisions of the Indenture.
Section 7.02 Amendments and Waivers. Secured Party's acceptance of
----------------------
partial or delinquent payments or any forbearance, failure or delay by Secured
Party in exercising any right, power or remedy hereunder shall not be deemed a
waiver of any obligation of any Debtor or any Obligor, or of any right, power or
remedy of Secured Party, and no partial exercise of any right, power or remedy
shall preclude any other or further exercise thereof Secured Party may remedy
any Event of Default hereunder or in connection with the Obligations without
waiving the Event of Default so remedied. Each Debtor hereby agrees that if
Secured Party agrees to a waiver of any provision hereunder, or an exchange of
or release of the Collateral or the addition or release of any Obligor or other
Person, any such action shall not constitute a waiver of any of Secured Party's
other rights or of such Debtor's obligations hereunder. This Agreement may be
amended only by an instrument in writing executed jointly by each Debtor and
Secured Party and may be supplemented only by documents delivered or to be
delivered in accordance with the express terms hereof.
Section 7.03 Copy as Financing Statement. A photocopy or other
---------------------------
reproduction of this Agreement or any financing statement covering the
Collateral is sufficient as a financing statement, and the same may be filed
with any appropriate filing authority for the purpose of perfecting Secured
Party's security interest in the Collateral.
Section 7.04 Possession of Collateral. Secured Party shall be deemed to
------------------------
have possession of any Collateral in transit to it or set apart for it (or, in
either case, any of its agents, affiliates or correspondents).
15
Section 7.05 Redelivery of Collateral. If any sale or transfer of
------------------------
Collateral by Secured Party results in full satisfaction of the Obligations, and
after such sale or transfer and discharge there remains a surplus of proceeds,
Secured Party will deliver to each Debtor such excess proceeds in a commercially
reasonable time; provided, however, that Secured Party shall not be liable for
any interest, cost or expense in connection with any reasonable delay in
delivering such proceeds to such Debtor.
Section 7.06 Governing Law; Jurisdiction. This Agreement and the security
---------------------------
interest granted hereby shall be construed in accordance with and governed by
the laws of the State of New York (except to the extent that the laws of any
other jurisdiction govern the perfection and priority of the security interests
granted hereby).
Section 7.07 Gaming Laws and Regulations. 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. 27:41, et seq., and the
-- ----
Louisiana Gaming Control Law, La. R.S. 27:1, and the regulations promulgated
pursuant to each such law, all as amended from time to time. The Gaming License
held by the Partnership is not part of the Collateral of this Agreement and,
under the above described 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 Agreement under the defaults and remedies
provisions of this Agreement. 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.
Section 7.08 Continuing Security Agreement
-----------------------------
(a) Except as may be expressly applicable pursuant to Section 9-505
of the Code, no action taken or omission to act by Secured Party hereunder,
including, without limitation, any action taken or inaction pursuant to
Section 6.02 hereof, shall be deemed to constitute a retention of the
Collateral in satisfaction of the Obligations or otherwise to be in full
satisfaction of the Obligations, and the Obligations shall remain in full
force and effect, until Secured Party shall have applied payments
(including, without limitation, collections from Collateral) towards the
Obligations in the full amount then outstanding or until such subsequent
time as is hereinafter provided in subsection (b) below.
(b) To the extent that any payments on the Obligations or proceeds of
the Collateral are subsequently invalidated, declared to be fraudulent or
preferential set aside or required to be repaid to a trustee, debtor in
possession, receiver or other Person under any bankruptcy law, common law
or equitable cause, then to such extent the Obligations so satisfied shall
be revived and continue as if such payment or proceeds had not been
received by Secured Party, and Secured Party's security interests, rights,
powers and remedies hereunder shall continue in full force and effect. In
such event, this Agreement shall be automatically reinstated if it shall
theretofore have been terminated pursuant to Section 7.09.
16
Section 7.09 Termination. The grant of a security interest hereunder and
-----------
all of Secured Party's rights, powers and remedies in connection therewith shall
unless otherwise provided in the Indenture or this Agreement, remain in full
force and effect until payment in full of (A) the Notes under the terms of the
Indenture, (B) all obligations then due and owing under the Indenture, the Notes
and the Collateral Documents and (C) all other Obligations; provided, however,
-------- -------
that after receipt from the Debtor by the Trustee of a request for a release of
any Collateral permitted under the Indenture upon the sale, transfer,
assignment, exchange or other disposition of such Collateral not prohibited by
the Indenture (and upon receipt by the Trustee of all proceeds of such sale,
transfer, assignment, exchange or other disposition to the extent required to be
remitted to the Trustee under the Indenture or otherwise), such Collateral shall
be released from the lien and security interest created hereunder in accordance
with the provisions of the Indenture and shall no longer constitute Collateral.
Upon the payment in full of (A) the Notes under the terms of the Indenture (B)
all obligations then due and owing under the Indenture and the Collateral
Documents, and (C) all other Obligations, each Debtor shall be entitled to the
return, upon its request and at its expense, of such of the Collateral pledged
by it as shall not have been sold or otherwise applied pursuant to the terms
hereof. Notwithstanding the foregoing, the reimbursement and indemnification
provisions of Section 4.07 and the provisions of subsection 7.08(b) shall
survive the termination of this Agreement.
Upon any termination of this Agreement or release of any Collateral as
permitted by the Indenture the Trustee will, at the expense of the Debtors,
execute and deliver to each such Debtor such documents and take such other
actions as each Debtor shall reasonably request to evidence the termination of
this Agreement or the release of such Collateral, as the case may be. Any such
action taken by the Trustee shall be without warranty by or recourse to the
Trustee, except as to the absence of any prior assignments by the Trustee of its
interests in the Collateral, and shall be at the expense of each such Debtor.
The Trustee may conclusively rely on any certificate delivered to it by any
Debtor stating that the execution of such documents and release of the
Collateral is in accordance with and permitted by the terms of the Indenture and
this Agreement.
Section 7.10 Counterparts; Effectiveness. This Agreement may be executed
---------------------------
in two or more counterparts. Each counterpart is deemed an original, but all
such counterparts taken together constitute one and the same instrument. This
Agreement becomes effective upon the execution hereof by each Debtor and
delivery of the same to Secured Party, and it is not necessary for Secured Party
to execute any acceptance hereof or otherwise signify or express its acceptance
hereof.
Section 7.11 Indenture. This Agreement is subject to the terms,
---------
conditions and provisions of the Indenture. To the extent a term or provision of
this Agreement conflicts with the Indenture, the Indenture shall control with
respect to the subject matter of such term or provision.
Section 7.12 Rights of Noteholders. No Holder of a Note shall have any
---------------------
independent rights hereunder other than those rights granted to individual
Holders of Notes pursuant to Section 6.07 of the Indenture; provided that
nothing in this Section 7.12 shall limit any rights granted to the Trustee under
the Notes, the Indenture or the Collateral Documents.
17
Section 7.13 No Personal Liability of Directors, Officers, Employees and
-----------------------------------------------------------
Stockholders. No past, present or future director, officer, employee,
------------
incorporator or stockholder of the Debtor as such or any successor Person, as
such, shall have any liability for any obligations of the Debtor under the
Notes, the Collateral Documents, this Agreement or for any claim based on, in
respect of, or by reason of, such obligations or their creation.
Section 7.14 Trustee. State Street Bank and Trust Company is acting
-------
hereunder solely in its capacity as Trustee under the Indenture, and all of the
rights of Trustee set forth in the Indenture shall apply to Trustee's actions
hereunder. To the extent this agreement contemplates payments by the Secured
Party, the Trustee shall have no liability therefor, such liability continuing
to be the liability of Debtor or realized through the value of any collateral
for the Obligations.
Section 7.15 Fraudulent Conveyance Savings Clause. Notwithstanding any
------------------------------------
provision of this Agreement to the contrary, it is intended that neither this
Agreement nor any Lien granted by any Debtor to secure the Obligations shall
constitute a "Fraudulent Conveyance" (as defined below). Consequently, each
Debtor agrees that if the Agreement or any Liens securing this Agreement, would,
but for the application of this sentence, constitute a Fraudulent Conveyance,
this Agreement and each such Lien shall be valid and enforceable only to the
maximum extent that would not cause this Agreement or such Lien to constitute a
Fraudulent Conveyance, and this Agreement shall automatically be deemed to have
been amended accordingly at all relevant times. For purposes hereof, a
"Fraudulent Conveyance" means a fraudulent conveyance under Xxxxxxx 000 xx Xxxxx
00, Xxxxxx Xxxxxx Code, as amended (or any successor section) or a fraudulent
conveyance or fraudulent transfer under the provisions of any applicable
fraudulent conveyance or fraudulent transfer law or similar law of any state,
nation or other governmental unit, as in effect from time to time.
[SIGNATURE PAGE FOLLOWS]
18
IN WITNESS WHEREOF, each Debtor has caused this Security Agreement to
be executed and delivered as of the date first set forth above.
DEBTOR: SHREVEPORT CAPITAL CORPORATION, a
------ Louisiana corporation
By: /s/ XXXX X. XXXXX
--------------------------------------
Name: Xxxx X. Xxxxx
-------------------------------------
Title: Exec VP & CFO
------------------------------------
HWCC LOUISIANA, INC., a Louisiana
corporation
By: /s/ XXXX X. XXXXX
--------------------------------------
Name: Xxxx X. Xxxxx
-------------------------------------
Title: Exec VP & CFO
------------------------------------
HCS I, INC., a Louisiana corporation
By: /s/ XXXX X. XXXXX
--------------------------------------
Name: Xxxx X. Xxxxx
-------------------------------------
Title: Exec VP & CFO
------------------------------------
HCS II, INC., a Louisiana corporation
By: /s/ XXXX X. XXXXX
--------------------------------------
Name: Xxxx X. Xxxxx
-------------------------------------
Title: Exec VP & CFO
------------------------------------
[Signature Page to Security Agreement (Guarantors and Co-Issuer)]
EXHIBIT A
---------
PERFECTION
----------
SHREVEPORT CAPITAL CORPORATION
------------------------------
(a) Legal Name of Debtor:
--------------------
Shreveport Capital Corporation, a Louisiana corporation
(b) Other Names:
-----------
None
(c)(i) Chief Executive Office and Principal Place of Business of Debtor:
----------------------------------------------------------------
Chief Executive Office: Dallas County, Texas
Principal Place of Business: Dallas County, Texas
(ii) Other Premises at which Collateral is Stored or Located:
-------------------------------------------------------
None
(iii) Locations of Records Concerning Collateral:
------------------------------------------
Dallas County, Texas
(d) Federal Taxpayer Identification Number:
--------------------------------------
00-0000000
HWCC LOUISIANA, INC.
--------------------
(a) Legal Name of Debtor:
--------------------
HWCC Louisiana, Inc., a Louisiana corporation
(b) Other Names:
-----------
Hollywood Casino Lake Xxxxxxx, Inc.
A-1
(c)(i) Executive Office and Principal Place of Business of Debtor:
----------------------------------------------------------------
Chief Executive Office: Dallas County, Texas
Principal Place of Business: Dallas County, Texas
(ii) Other Premises at which Collateral is Stored or Located:
-------------------------------------------------------
None
(iii) Locations of Records Concerning Collateral:
------------------------------------------
Dallas County, Texas
(d) Federal Taxpayer Identification Number:
--------------------------------------
00-0000000
HCS I, INC.
-----------
(a) Legal Name of Debtor:
--------------------
HCS I, Inc., a Louisiana corporation
(b) Other Names:
-----------
None
(c)(i) Chief Executive Office and Principal Place of Business of Debtor:
----------------------------------------------------------------
Chief Executive Office: Dallas County, Texas
Principal Place of Business: Dallas County, Texas
(ii) Other Premises at which Collateral is Stored or Located:
-------------------------------------------------------
None
(iii) Locations of Records Concerning Collateral:
------------------------------------------
Dallas County, Texas
2
(d) Federal Taxpayer Identification Number:
--------------------------------------
00-0000000
HCS II, INC.
------------
(a) Legal Name of Debtor:
--------------------
HCS II, Inc., a Louisiana corporation
(b) Other Names:
-----------
None
(c)(i) Chief Executive Office and Principal Place of Business of Debtor:
----------------------------------------------------------------
Chief Executive Office: Dallas County, Texas
Principal Place of Business: Dallas County, Texas
(ii) Other Premises at which Collateral is Stored or Located:
-------------------------------------------------------
None
(iii) Locations of Records Concerning Collateral:
------------------------------------------
Dallas County, Texas
(d) Federal Taxpayer Identification Number:
--------------------------------------
00-0000000
3
EXHIBIT B
---------
INTELLECTUAL PROPERTY
---------------------
None
B-1
EXHIBIT C
---------
CONTRACTS
---------
None
C-1
