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Account Agreement
Account Agreement (16K)
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ACCOUNT AGREEMENT
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THIS ACCOUNT AGREEMENT, dated as of March 14, 2000 (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
"Agreement"), by and among WINDSOR WOODMONT BLACK HAWK RESORT CORP., a Colorado
corporation ("Owner"), SUNTRUST BANK, a Georgia banking corporation, as trustee
(in such capacity, together with its successors and assigns, the "Trustee") for
itself and for the benefit of the Holders (as defined herein), pursuant to the
Indenture (as defined herein), and NORWEST BANK MINNESOTA, N.A., a national
association ("Norwest"), as securities intermediary (Norwest, in such capacity,
together with its successors and assigns, the "Securities Intermediary"), upon
the following terms and conditions:
RECITALS
A. Owner and the Trustee are parties to that certain Pledge and Assignment
Agreement of even date herewith (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the "Pledge Agreement"),
which has been acknowledged by the Securities Intermediary.
B. Owner desires that the Securities Intermediary hold certain financial
assets and perform certain services with respect to such financial assets.
C. The Securities Intermediary is willing to hold such assets and to
perform such services, subject to the terms and conditions of this Agreement and
the Pledge Agreement.
NOW, THEREFORE, for the mutual covenants set forth herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Definitions. All capitalized terms used herein without definition shall
have the meanings given to them in the Pledge Agreement. Terms used but not
otherwise defined herein that are defined in the Uniform Commercial Code (as
defined in the Pledge Agreement) shall have the meanings given in the Uniform
Commercial Code.
2. Establishment of Securities Accounts. (a) The Securities Intermediary
hereby confirms and agrees that it has established Account No. 13645-100, in the
name of Windsor Woodmont Black Hawk Resort Corp. Clearing Account ("Clearing
Account"), Account No. 13645- 102, in the name of Windsor Woodmont Black Hawk
Resort Corp. Trustee Construction Disbursement Account (the "Construction
Disbursement Account"), Account No. 13645-103, in the name of Windsor Woodmont
Black Hawk Resort Corp. Trustee Completion Reserve Account (the "Completion
Reserve Account", together with the Construction Disbursement Account, the
"Construction Accounts", together with the Clearing Account, the "Securities
{PAGE}
Accounts"), subject to the terms and conditions of this Agreement, the Cash
Collateral and Disbursement Agreement among the Trustee, the Owner, Hyatt Gaming
Management, Inc., Norwest, as disbursement agent (Norwest, in such capacity,
together with its successors and assigns, the "Disbursement Agent"), First
American Heritage Title Company, as the construction escrow agent, and RE TECH+,
Inc., as the independent construction consultant (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the
"Disbursement Agreement"), and the Pledge Agreement. The Securities Intermediary
agrees (i) to maintain the Securities Accounts at its office at Midwest Plaza
West Tower, 801 Nicollet Mall, Suite 700, Minneapolis, MN 55479-0065, (ii) not
to change the name or account number of the Securities Accounts without the
prior written consent of the Trustee and (iii) to close the Securities Accounts
upon the occurrence of the Final Accounts Disbursement pursuant to the
Disbursement Agreement.
(b) The Securities Accounts are accounts in which financial assets are or
may be credited and the Securities Intermediary shall hold such financial assets
in accordance with this Agreement and the Pledge Agreement. The term "hold"
shall include the deposit of any part of or all of the financial assets with the
Depositary Trust Company, the Federal Reserve Book Entry System or any other
centralized securities depositary system or financial intermediary, whether
presently or hereafter organized.
(c) Title to the financial assets held in the Securities Accounts shall be
registered in the name of the Securities Intermediary who shall credit on its
391737
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Windsor Woodmont
As referenced in this Account Agreement:
WINDSOR WOODMONT BLACK HAWK RESORT CORP. – AGREEMENT
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THIS ACCOUNT AGREEMENT, dated as of March 14, 2000 (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
"Agreement"), by and among WINDSOR WOODMONT BLACK HAWK RESORT CORP. , a Colorado
corporation ("Owner"), SUNTRUST BANK, a Georgia banking corporation, as trustee
(in such capacity, together with its successors and assigns, the "Trustee") for
itself and for the benefit
_____________
Windsor Woodmont Black Hawk Resort Corp. – in the Uniform
Commercial Code.
2. Establishment of Securities Accounts. (a) The Securities Intermediary
hereby confirms and agrees that it has established Account No. 13645-100, in the
name of Windsor Woodmont Black Hawk Resort Corp. Clearing Account ("Clearing
Account"), Account No. 13645- 102, in the name of Windsor Woodmont Black Hawk
Resort Corp. Trustee Construction Disbursement Account (the "Construction
Disbursement Account"), Account No. 13645-
_____________
Windsor Woodmont Black Hawk
Resort Corp. – that it has established Account No. 13645-100, in the
name of Windsor Woodmont Black Hawk Resort Corp. Clearing Account ("Clearing
Account"), Account No. 13645- 102, in the name of Windsor Woodmont Black Hawk
Resort Corp. Trustee Construction Disbursement Account (the "Construction
Disbursement Account"), Account No. 13645-103, in the name of Windsor Woodmont
Black Hawk Resort Corp. Trustee Completion Reserve Account (the "Completion
Reserve
_____________
Windsor Woodmont
Black Hawk Resort Corp. – Account No. 13645- 102, in the name of Windsor Woodmont Black Hawk
Resort Corp. Trustee Construction Disbursement Account (the "Construction
Disbursement Account"), Account No. 13645-103, in the name of Windsor Woodmont
Black Hawk Resort Corp. Trustee Completion Reserve Account (the "Completion
Reserve Account", together with the Construction Disbursement Account, the
"Construction Accounts", together with the Clearing Account, the "Securities
{PAGE}
Accounts"), subject to the
_____________
WINDSOR WOODMONT BLACK HAWK
RESORT, CORP. – Remainder of page intentionally left blank;
signatures on following page]
- 5 -
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
OWNER:
WINDSOR WOODMONT BLACK HAWK
RESORT, CORP. , a Colorado corporation
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
TRUSTEE:
SUNTRUST BANK, a Georgia banking
corporation
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
SECURITIES INTERMEDIARY:
NORWEST BANK MINNESOTA, N.A., a
national association
By:
--------------------------------
Name:
--------------------------------
Title:
--------------------------------
{/
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dt 1364691
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