INTERCREDITOR AGREEMENT between WELLS FARGO FOOTHILL, INC. and Dated as of June 24, 2003Intercreditor Agreement • July 15th, 2003 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
THIS INTERCREDITOR AGREEMENT dated as of June 24, 2003 (this “Agreement”) is made by and among U.S. BANK NATIONAL ASSOCIATION, solely in its capacity as trustee under the Indenture (as defined below) and Secured Party under the Collateral Agreements (as defined in the Indenture) (the “Trustee”) and WELLS FARGO FOOTHILL, INC., a California (the “Credit Facility Lender”), as lender under the Credit Agreement (as defined in the Indenture).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • July 15th, 2003 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
THIS STOCK PLEDGE AGREEMENT (this “Agreement”), entered into as of the 24th day of June, 2003, by and among each of the entities, listed on the signature pages hereof as pledgors (each a “Pledgor” and collectively, the “Pledgors”), together with any additional entity that hereafter becomes a pledgor hereto by executing the form of Supplement attached hereto as Annex 2, and WELLS FARGO FOOTHILL, INC., a California corporation, as lender (the “Lender”).
LOAN AND SECURITY AGREEMENT by and among THE OLD EVANGELINE DOWNS, L.L.C. (“OED”) and THE OLD EVANGELINE DOWNS CAPITAL CORP. (“OED CAPITAL”) as Borrowers, and WELLS FARGO FOOTHILL, INC. as Lender Dated as of June 24, 2003Loan and Security Agreement • July 15th, 2003 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), is entered into as of June 24, 2003 by and among WELLS FARGO FOOTHILL, INC., a California corporation (“Lender”), THE OLD EVANGELINE DOWNS, L.L.C., a Louisiana limited liability company (“Parent”), THE OLD EVANGELINE DOWNS CAPITAL CORP., a Delaware corporation (“OED Capital”), and each of Parent’s other wholly-owned Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent and OED Capital, are referred to hereinafter each individually as a “Borrower,” and individually and collectively, jointly and severally, as the “Borrowers”).
Multi-Party Blocked Account Agreement (“Agreement”) Dated as of June 24, 2003 among The Old Evangeline Downs, L.L.C. (“Customer”), Wells Fargo Foothill, Inc. (“SP1”) and American Trust and Savings Bank (“American Trust”)Multi-Party Blocked Account Agreement • July 15th, 2003 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • Iowa
The Customer maintains a demand deposit account at American Trust with the following number: #2010957 (the “Account”) into which Account checks and other items of payment (“Items”) are deposited.
Multi-Party Blocked Account Agreement (“Agreement”) Dated as of June 24, 2003 among The Old Evangeline Downs, L.L.C. (“Customer”), Wells Fargo Foothill, Inc. (“SP1”) and Bank One, NA (“Bank One”)Multi-Party Blocked Account Agreement • July 15th, 2003 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
The Customer maintains demand deposit accounts at Bank One with the following numbers: #7101361681; #7107060002; #1584973422; #7107267731; #7101267723; #7101267693; #7101267707; #1589600871; and #7001008110 (collectively, the “Account”) into which Account checks and other items of payment (“Items”) are deposited.
COLLATERAL ACCESS AGREEMENTCollateral Access Agreement • July 15th, 2003 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
WHEREAS, BEAU SE JOUR COMPANY, L.L.C., a Limited Liability Company (hereinafter “Landlord”) is the Landlord and THE OLD EVANGELINE DOWNS, L.C., a Louisiana limited liability company, is the tenant (hereinafter the “Tenant”) pursuant to a lease dated September 19, 1995 (together with any modifications, supplements, renewals and amendments, hereinafter the “Lease”) covering a portion or all of the real property located at 2220 West Old Spanish Trail, New Iberia, Louisiana 70560 (hereinafter the “Property”); and
MANAGEMENT FEES SUBORDINATION AGREEMENTManagement Fees Subordination Agreement • July 15th, 2003 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
THIS MANAGEMENT FEES SUBORDINATION AGREEMENT (this “Agreement”) dated as of June 24, 2003 is made and entered into by and among THE OLD EVANGELINE DOWNS, L.L.C., a Louisiana limited liability company (“Parent”) and THE OLD EVANGELINE DOWNS CAPITAL CORP., a Delaware corporation (collectively with Parent, the “Borrowers” and each individually, a “Borrower”), OED ACQUISITION, LLC, a Delaware limited liability company (“OEDA”) and PENINSULA GAMING COMPANY, LLC, a Delaware limited liability company (“PGC” and together with OEDA, collectively, the “Subordinated Parties” and each individually a “Subordinated Party”), and WELLS FARGO FOOTHILL, INC., a California corporation with an office in Atlanta, Georgia (the “Senior Lender”).
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • July 15th, 2003 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York
THIS INTERCOMPANY SUBORDINATION AGREEMENT (this “Agreement”) dated as of June 24, 2003 is made and entered into by and among THE OLD EVANGELINE DOWNS, L.L.C., a Louisiana limited liability company (“Parent”) and THE OLD EVANGELINE DOWNS CAPITAL CORP., a Delaware corporation (collectively with Parent, the “Borrowers” and each individually, a “Borrower”), OED ACQUISITION, LLC, a Delaware limited liability company (the “Subordinated Lender”), and WELLS FARGO FOOTHILL, INC., a California corporation with an office in Atlanta, Georgia (the “Senior Lender”).
