EXHIBIT VI.IV
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AMENDMENT TO PLEDGE AND SECURITY AGREEMENT
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AMENDMENT dated as of March 17, 1997 (this "Amendment") to Pledge and
Security Agreement, dated as of April 17, 1996 (the "Pledge Agreement") made by
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, an individual residing in the State of New York ("Borrower")
and ▇▇▇▇▇ CASINOS, INC., a New Jersey corporation (together with the Borrower,
referred to collectively herein as the "Pledgor") in favor of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
& ▇▇▇▇▇▇▇▇, INC. (the "Secured Party"). Capitalized terms used herein but not
defined shall have the meanings ascribed thereto in the Pledge Agreement.
W I T N E S S E T H:
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WHEREAS, the Borrower has entered into the Loan Agreement with the
Secured Party;
WHEREAS, it was a condition precedent to the effectiveness of the Loan
Agreement that the Pledgor shall have entered into the Pledge Agreement
providing for a pledge by the Pledgor to the Secured Party of, among other
collateral, the Pledged Shares;
WHEREAS, the Secured Party has determined and notified the Borrower,
in accordance with Section 5.1(e) of the Loan Agreement, that the principal and
accrued interest outstanding under the Loan exceeds one-third (33.334%) of the
market value of the Pledged Shares (the "Collateral Shortfall"); and
WHEREAS, in order to remedy the Collateral Shortfall, the Borrower has
agreed to make two mandatory prepayments under the Loan Agreement as well as
pledge to the Secured Party, certain additional collateral, as hereinafter
provided.
NOW, THEREFORE, in consideration of the foregoing, the undersigned
hereby agree as follows:
Section 1. Amendment to Pledge Agreement. The shares of capital stock
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and certificated partnership interests set forth on Annex A hereto (the
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"Additional Shares") shall supplement and hereby be deemed to be added to
Schedules I and II to the Pledge Agreement and shall constitute "Pledged Shares"
for all purposes of the Loan Agreement, the Pledge Agreement and all related
documentation in which such term appears.
Section 2. Confirmation of Grant. The Borrower confirms that as
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security for the full and prompt payment when due of the Obligations, it is
hereby assigning, pledging and
granting a security interest to the Secured Party in the following (the
"Additional Collateral"):
(i) all of the Additional Shares;
(ii) the certificates representing the shares referred to in clause
(i) above; and
(iii) all dividends, distributions, cash, instruments and other
property or proceeds, from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the foregoing,
including, without limitation, any shares of the Company received on conversion
of partnership interests in the Partnership.
Section 3. Representations and Warranties. The representations and
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warranties set forth in the Pledge Agreement are true and correct in all
respects both before and after giving affect to this Amendment.
Section 4. Delivery of Additional Collateral and Related Documentation.
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All certificates or instruments representing or evidencing the Additional
Collateral shall be delivered to and held by or on behalf of the Secured Party
and shall be in suitable form for transfer by delivery, or shall be accompanied
by duly executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to the Secured Party. Such instruments shall also be
accompanied by such financing statement amendments as the Secured Party may
request to create, preserve, perfect or validate the pledge and security
interest granted pursuant hereto, each duly executed by the Borrower and
delivered to the Secured Party for filing and/or recording.
Section 5. Effectiveness. This Amendment shall become effective
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following the execution and delivery of this Amendment and of all certificates
or instruments contemplated by Section 4 above.
Section 6. Expenses. The Borrower agrees to pay all costs and expenses
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in connection with the preparation, execution, delivery, administration, and
enforcement of this Amendment and the perfection and continuation of the
security interest in the Additional Collateral, including but not limited to the
reasonable fees and out-of-pocket expenses of the Secured Party's counsel.
Section 7. Governing Law. This Amendment shall be governed by, and be
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construed and interpreted in accordance with, the laws of the State of New York,
without regard to conflicts of laws principles thereof.
Section 8. Severability. The provisions of this Amendment are
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severable. If any clause or provision hereof shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision or part thereof in
such jurisdiction and shall not in any manner affect such clause or provision in
any other jurisdiction or any other clause or provision in this Amendment in any
jurisdiction.
Section 9. Counterparts. This Amendment may be executed in
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counterparts, each of which shall be deemed to be an original and all of which
shall constitute one document.
Section 10. Section Titles. The Section titles contained in this
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Amendment are and shall be without substantive
meaning or content of any kind whatsoever and are not part of this Amendment.
IN WITNESS WHEREOF, the undersigned have duly executed and delivered
this Amendment on the date first above written.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ CASINOS, INC.
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
Accepted and Acknowledged:
▇▇▇▇▇▇▇▇▇, LUFKIN & ▇▇▇▇▇▇▇▇, INC.,
as Secured Party
By:/s/
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Name:
Title:
Annex A
Certificate Number of Shares
Pledgor Issuer Class of Stock or Interest No(s). Par Value or Interest
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ Hotels & Casinos Class B Common Stock 4A $0.01 30
Resorts, Inc.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ Hotels & Casino Limited Partnership Interests 4B N/A 5.25502% Interest
Resorts Holdings, L.P.
