INTERIM INTEREST RESERVE
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 (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 Account. (a) The Securities Intermediary
hereby confirms and agrees that it has established Account No. 13645-101, in the
name of Windsor Woodmont Black Hawk Resort Corp. Interest Reserve Account
("Securities Account"), 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, 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 Account 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 Account without the prior written
consent of the Trustee and (iii) to close the Securities Account after the free
delivery of the financial assets to SunTrust Bank, acting as a securities
intermediary (SunTrust, in such capacity, together with its successors and
assigns, the "Interest Securities Intermediary"), as directed by the Trustee
pursuant to the Disbursement Agreement.
(b) The Securities Account is an account 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 Account shall be
registered in the name of the Securities Intermediary who shall credit on its
books and records such financial assets as being held for the account of the
Trustee and for the benefit of the Trustee (subject to the subordinated interest
of Hyatt Gaming as set forth in the Hyatt Gaming Pledge and Assignment Agreement
of even date herewith by the Owner in favor of Hyatt Gaming (as amended,