A S S I G N M E N T
-------------------
THIS ASSIGNMENT (the "Assignment") is made and entered into this 30th day
of August, 2000 (the "Effective Date"), by and between PNC BANK, NATIONAL
ASSOCIATION, a national banking association ("Assignor") and CD ENTERTAINMENT
LTD., an Ohio limited liability company ("Assignee"), and is acknowledged and
agreed to by COLONIAL DOWNS, L.P., a Virginia limited partnership (the
"Borrower"), COLONIAL DOWNS HOLDINGS, INC., a Virginia corporation ("Holdings")
and the STANSLEY RACING CORPORATION, a Virginia corporation ("Stansley").
R E C I T A L S:
---------------
A. To evidence various credit facilities and other accommodations
extended by the Assignor to the Borrower, the Borrower did execute and deliver
to the Assignor a Deed of Trust Note (the "Trust Note"), dated as of June 26,
1997, in the original principal amount of Ten Million and no/100 Dollars
($10,000,000.00);
B. To further evidence various credit facilities and other
accommodations extended by the Assignor to the Borrower, the Borrower did
execute and deliver to the Assignor a Revolving Credit Note (the "Credit Note"),
dated as of June 26, 1997, in the original principal amount of Five Million and
no/100 Dollars ($5,000,000.00);
C. To both evidence the Credit and Trust Notes (collectively the
"Notes") and to secure payment of the Notes, the Borrower did execute and
deliver the documents identified on Schedule 1.0 attached hereto and
incorporated by reference herein (collectively the "Loan Documents");
D. Assignor now wishes to assign, set over and transfer to Assignee all
of its rights, privileges, title, interests and obligations under the Notes and
the Loan Documents, and Assignee wishes to accept assignment of the same; and
E. Borrower, Holdings and Stansley agree, acknowledge and consent to
this Assignment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. INCORPORATION OF RECITALS. The foregoing recitals are incorporated
--------------------------
herein as if fully rewritten herein.
2. ASSIGNMENT. Assignor does, as of the Effective Date, assign,
----------
transfer and turn over to Assignee all of its rights, title and interest, duties
and obligations in and under the Notes and Loan Documents, including, but not
limited to, the right to receive the payments from Borrower identified therein
and all of Assignor's interest in and rights of realization against any of the
collateral identified therein ("Collateral"). Assignor agrees that any sums
timely due and payable on or after the Effective Date, even if accruing prior to
the Effective Date, shall be the sole property of the Assignee, and the Assignor
does herewith waive and release any interest therein.
3. COMPLETE ASSIGNMENT.
--------------------
(a) Notwithstanding any language to the contrary contained in the
Notes or the Loan Documents, all the parties hereto acknowledge and agree that
this Assignment shall operate as an absolute, unconditional and total assignment
of all of Assignor's rights and duties under the Notes and the Loan Documents.
On and after the Effective Date, Assignor shall be completely released from any
and all obligations under the Notes or the Loan Documents and Assignee shall be
fully substituted for Assignor under each such Note and Loan Document. Assignee
agrees to be fully and solely responsible for all of Assignor's duties and
liabilities under the Notes and the Loan Documents without recourse, in any
form, to Assignor.
(b) Borrower, Holdings and Stansley specifically acknowledge and
agree that Assignee shall be fully substituted for the Assignor under the Notes
and Loan Documents with all rights, privileges, duties, security interests and
liens transferring in full to the Assignee. Assignor acknowledges and agrees
that on and after the Effective Date it shall have no rights, privileges,
interests in or obligations under the Notes or the Loan Documents, including,
but not limited to, the right to receive payments from the Borrower or to
realize upon any of the Collateral. Borrower, Holdings and Stansley further
acknowledge and agree that except for the full substitution of the Assignee for
the Assignor, nothing contained in this Assignment shall modify, amend, change,
terminate or otherwise delete any provision, term or condition of the Notes or
the Loan Documents each of which shall remain in full force and effect.
(c) This present Assignment is separate from and not a part of the
security for the Notes. All rights and remedies herein conferred may be
exercised whether or not foreclosure proceedings are pending under the Deed of
Trust. The existence of this Assignment shall not be construed as a waiver by
Assignor or its successors and assigns of the right to enforce payment of the
indebtedness evidenced by the Notes, in strict accordance with the terms and
provisions of the Notes and the Loan Documents.
(d) No more than ten (10) days after the Effective Date, Assignor
shall deliver to Assignee any and all Collateral in the possession of the
Assignor, including, but not limited to, any cash, certificates of deposits,
share certificates, certificates of limited or general partnership interests,
policies of title insurance, ACCORD statements of general insurance, etc.
(e) Notwithstanding the foregoing, concurrent with the execution
of this Assignment, Assignor shall deliver to Assignee the original Notes,
properly endorsed for transfer to the Assignor, together with the original
Lender's Title Policy(ies) insuring the real property described in the Deed of
Trust.
4. ENFORCEMENT. Each of the Borrower, Holdings and Stansley agrees
-----------
that all references to "PNC", "Bank", "Lender" or any other references to the
Assignor in any of the Notes or the Loan Documents shall be construed to mean
the Assignee hereunder.
5. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR. Assignor represents and
------------------------------------------
warrants as follows:
(a) Schedule 1.0 hereto represents a complete list of all the
Notes and each of the Loan Documents. Each of the Notes and the Loan Documents,
as represented on Schedule 1.0, are valid, binding and enforceable in all
respects, are assignable and that the rights and duties thereunder are
delegable, and that this Assignment and delegation is a valid exercise of
Assignor's rights thereunder.
(b) Assignor has not previously sold or assigned, in any manner,
all or any portion of its rights, privileges, interests, duties or obligations
in or under the Notes or the Loan Documents.
(c) Assignor has, as of the Effective Date, performed all
obligations required of it under the Notes or the Loan Documents.
(d) As of the Effective Date, the outstanding principal and
interest under:
(i) the Trust Note is: Ten Million Eighty-Eight Thousand
Eighty-Two and 06/100 Dollars ($10,088,082.06), and interest is accruing at the
per diem rate of Two Thousand Six Hundred Sixty-Four and 94/100 Dollars
($2,664.94); and
(ii) the Credit Note is: Five Million Forty-Four Thousand
Forty-One and 03/100 Dollars ($ 5,044,041.03), and interest is accruing at the
per diem rate of One Thousand Three Hundred Thirty-Two and 46/100 Dollars
($1,332.46).
(e) Other than that Forbearance Agreement dated January 11, 1999,
by and among the Assignor, the Borrower, Stansley, Jeffrey P. Jacobs, Richard E.
Jacobs and the Trust created under the Richard E. Jacobs Declaration of Trust
dated April 23, 1987, as amended, Assignor has not agreed to any amendment,
modification, termination or other alteration of the terms and conditions of the
Notes or the Loan Documents.
(f) The Assignor is duly formed, validly existing and in good
standing as a national banking association. The Assignor has full power and
authority to enter into this Assignment.
(g) The individual executing this Assignment on behalf of the
Assignor has been duly authorized to execute this Assignment and to bind the
Assignor hereunder.
6. REPRESENTATIONS AND WARRANTIES OF BORROWER, HOLDINGS AND STANSLEY.
-------------------------------------------------------------------
The Borrower, Holdings and Stansley do each, jointly and severally, represent
and warrant as follows:
(a) Each of the Notes and the Loan Documents, as represented by
the list in Schedule 1.0, are valid, binding and enforceable in all respects,
are assignable and that the rights and duties thereunder are delegable, and that
this Assignment and delegation is a valid exercise of Assignor's rights
thereunder.
(b) Assignor has, as of the Effective Date, performed all
obligations required of it under the Notes or the Loan Documents.
(c) Other than that Forbearance Agreement dated January 11, 1999,
by and among the Assignor, the Borrower, Stansley, Jeffrey P. Jacobs, Richard E.
Jacobs and the Trust created under the Richard E. Jacobs Declaration of Trust
dated April 23, 1987, as amended, Assignor has not agreed to any amendment,
modification, termination or other alteration of the terms and conditions of the
Notes or the Loan Documents.
(d) As of the Effective Date, the outstanding principal and
interest under:
(i) the Trust Note is: Ten Million Eighty-Eight Thousand
Eighty-Two and 06/100 Dollars ($10,088,082.06), and interest is accruing at the
per diem rate of Two Thousand Six Hundred Sixty-Four and 94/100 Dollars
($2,664.94); and
(ii) the Credit Note is: Five Million Forty-Four Thousand
Forty-One and 03/100 Dollars ($ 5,044,041.03), and interest is accruing at the
per diem rate of One Thousand Three Hundred Thirty-Two and 46/100 Dollars
($1,332.46).
(e) Each of the Borrower, Holdings and Stansley are duly formed,
validly existing and in good standing under the laws of the state of their
organization and are qualified to do business in every jurisdiction in which the
ownership of their property or conduct of their business requires them to
qualify. Each of the Borrower, Holdings and Stansley possess all requisite power
and authority, and all material licenses, permits and authorizations necessary,
to own and operate their properties, to carry on their businesses as now
conducted and presently proposed to be conducted and to carry out the
transactions contemplated by this Assignment.
(f) The execution, delivery and performance of this Assignment and
all other agreements, instruments and transactions contemplated hereby and
thereby to which each of the Borrower, Holdings and Stansley are a party have
been duly authorized by all requisite corporate or partnership approvals. The
individual(s) executing this Assignment on behalf of the Borrower, Holdings and
Stansley have been duly authorized to execute this Assignment and to bind their
principal hereunder.
(g) As of the Effective Date, there has been no adverse change in
the operating results, assets, liabilities, operations, businesses, condition
(financial or otherwise) of the Borrower, Holdings and Stansley which has had or
could reasonably be expected to lead to a default under the Notes or the Loan
Documents.
(h) As of the Effective Date, the Borrower, Holdings and Stansley:
(i) are able to pay their debts and other obligations in a timely manner as they
become due; (ii) are not insolvent; and (iii) each of their assets exceed their
liabilities.
7. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE. The Assignee represents
------------------------------------------
and warrants as follows:
(a) The Assignee is duly formed, validly existing and in good
standing under the laws of the State of Ohio and is qualified to do business in
every jurisdiction in which its ownership of property or conduct of business
requires it to qualify. The Assignee possesses all requisite power and
authority, and all material licenses, permits and authorizations necessary, to
own and operate its properties, to carry on its businesses as now conducted and
presently proposed to be conducted and to carry out the transactions
contemplated by this Assignment.
(b) The execution, delivery and performance of this Assignment and
all other agreements, instruments and transactions contemplated hereby to which
the Assignee is a party have been duly authorized by all requisite approvals.
The individual(s) executing this Assignment on behalf of the Assignee have been
duly authorized to execute this Assignment and to bind the Assignor hereunder.
8. OTHER DOCUMENTS.
----------------
(a) Assignor, Assignee, Borrower, Holdings and Stansley agree to
deliver and execute any and all additional documents which may be necessary to
carry out the purposes of this Assignment and to convey to Assignee all rights,
title and interest of Assignor in the annexed Notes and Loan Documents.
(b) Should the Assignor come into possession of any documents,
instruments, notices or assets of the Borrower, Holdings or Stansley or the
Collateral of the same on or after the Effective Date, the Assignor shall, with
all reasonable dispatch, turn over any such document, instrument, notice or
asset to the Assignee.
9. ENTIRE AGREEMENT. This Assignment constitutes the entire agreement
-----------------
and understanding between the parties relating to or involving in any manner the
assignment of Assignor's interests in the Notes or the Loan Documents or any
Collateral pledged pursuant thereto.
10. NOTICES. All notices, demands or other communications to be given
-------
or delivered under or by reason of the provisions of this Assignment shall be in
writing and shall be deemed to have been given (a) when delivered personally to
the recipient, (b) one (1) business day after being sent to the recipient by
reputable overnight courier service (charges prepaid), (c) three (3) business
days after posting in the United States mail having been mailed to the recipient
by certified or registered mail, return receipt requested and postage prepaid,
or (d) when sent via facsimile if a copy is delivered personally, couriered or
mailed to the recipient as set forth above. Such notices, demands and other
communications shall be sent to the parties at the addresses indicated below:
If to the Assignor, to:
PNC BANK, National Association
One PNC Plaza, 18th Floor
249 Fifth Avenue
P1-POPP-18-1
Pittsburgh, PA 15219-2707
Attn: Robert G. Radermacher
Telephone: 412-762-7868
Facsimile: 412-762-4157
with a copy to:
Reed Smith Shaw & McClay LLP
435 Sixth Avenue
Pittsburgh, PA 15219-1886
Attn: Paul M. Singer, Esq.
Telephone: 412-288-3114
Facsimile: 412-288-3063
If to the Assignee, to:
CD Entertainment Ltd.
1231 Main Avenue
Cleveland, Ohio 44113
Attn: Jeffrey P. Jacobs
Telephone: 216-861-4080
Facsimile: 216-861-6315
with a copy to:
Hahn Loeser & Parks LLP
3300 BP Tower
200 Public Square
Cleveland, Ohio 44114
Attn: Stephen P. Owendoff, Esq.
Telephone: 216-274-2292
Facsimile: 216-274-2414
<PAGE>
If to the Borrower, Holdings or Stansley, then to:
Colonial Downs Holdings, Inc.
10515 Colonial Downs Parkway
New Kent Virginia 23124
Attn: Ian M. Stewart
Telephone: 804-966-7223
Facsimile: 801-966-1567
with a copy to:
Hirschler, Fleischer, Weinberg, Cox & Allen
P.O. Box 500
701 East Byrd Street
Richmond, Virginia 23219
Attn: James L. Weinberg, Esq.
Telephone: 804-771-9500
Facsimile: 804-644-0957
or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.
11. NON-WAIVER. No delay or failure by any party to exercise any right
----------
under this Assignment, and no partial or single exercise of that right, shall
constitute a waiver of that or any other right, unless otherwise expressly
provided herein.
12. SEVERABILITY. If any term of this Assignment shall be held to
------------
be invalid, illegal or unenforceable, the validity of the other terms hereof
shall be in no way affected thereby. Assignor and Assignee shall be entitled to
all rights and remedies available at law, in equity or under any statute.
13. DEFINITIONS. Capitalized terms used in this Assignment, but not
-----------
otherwise defined herein, shall have the meanings given to them in the Loan
Documents.
14. SUCCESSORS & ASSIGNS. The covenants and agreements herein
----------------------
contained shall be binding upon Assignor, Assignee, the Borrower, Holdings and
Stansley and their successors and assigns and shall inure to the benefit of
Assignee, its successors, and assigns.
15. HEADINGS. Headings in this Assignment are for convenience of the
--------
reader only and shall not be used to interpret or construe its provisions.
16. GOVERNING LAW. This Assignment and the interpretation and
--------------
enforcement thereof, will be governed and construed in accordance with the laws
of the Commonwealth of Pennsylvania, except where specifically preempted by
federal law.
17. SUBMISSION TO JURISDICTION AND VENUE: CONSENT TO SERVICE OF
-------------------------------------------------------------------
PROCESS: ETC. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE ASSIGNOR,
-------
THE ASSIGNEE, THE BORROWER, HOLDINGS AND STANSLEY HEREBY IRREVOCABLY AND
UNCONDITIONALLY:
(A) AGREES THAT ANY ACTION, SUIT OR PROCEEDING BY ANY PERSON ARISING
FROM OR RELATING TO THIS ASSIGNMENT OR ANY STATEMENT, COURSE OF CONDUCT, ACT,
OMISSION OR EVENT IN CONNECTION WITH ANY OF THE FOREGOING (COLLECTIVELY "RELATED
LITIGATION") TO WHICH ASSIGNOR IS OR MAY BE A PARTY MAY BE BROUGHT IN ANY STATE
OR FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN ALLEGHENY COUNTY,
PENNSYLVANIA, SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND AGREES NOT TO
BRING ANY RELATED LITIGATION IN ANY OTHER FORUM.
(B) ACKNOWLEDGES THAT SUCH COURTS WILL BE THE MOST CONVENIENT FORUM FOR
ANY RELATED LITIGATION, WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY
RELATED LITIGATION BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT ANY RELATED
LITIGATION BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM,
AND WAIVES ANY RIGHT TO OBJECT, WITH RESPECT TO ANY RELATED LITIGATION, THAT
SUCH COURT DOES NOT HAVE JURISDICTION OVER IT; AND
(C) CONSENTS AND AGREES TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
LEGAL PROCESS IN ANY RELATED LITIGATION BY REGISTERED OR CERTIFIED U.S. MAIL,
POSTAGE PREPAID, TO IT AT THE ADDRESS FOR NOTICES DESCRIBED IN THIS ASSIGNMENT,
AND CONSENTS AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE IN EVERY RESPECT
VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR
EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW).
18. CONSTRUCTION. The parties hereto have participated jointly in the
------------
negotiation and drafting of this Assignment. In the event an ambiguity or
question of intent or interpretation arises, this Assignment shall be construed
as if drafted jointly by the parties hereto, and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any of the provisions of this Assignment. The parties intend that each
representation, warranty and covenant contained herein shall have independent
significance. If any party has breached any representation, warranty or
covenant contained herein in any respect, the fact that there exists another
representation, warranty or covenant relating to the same subject matter
(regardless of the relative levels of specificity) which such party has not
breached shall not detract from or mitigate the fact that such party is in
breach of the first representation, warranty or covenant.
19. COUNTERPARTS. This Assignment may be executed in two (2) or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
20. INCORPORATION. Any and all Schedules, Exhibits or other documents
-------------
referred to herein or attached hereto are incorporated herein as if fully
rewritten in this Assignment.
21. ADDITIONAL INSTRUMENTS AND INFORMATION. Both parties agree and
-----------------------------------------
obligate themselves to promptly execute any additional documents and instruments
and take any other actions necessary and proper for the complete and expeditious
implementation and satisfaction of the provisions and intent of this Assignment.
[The remainder of this page is left intentionally blank.]
<PAGE>
IN WITNESS WHEREOF, the parties have signed this instrument as of
the date first written above.
Signed in the presence of: ASSIGNOR:
PNC BANK, NATIONAL ASSOCIATION, A
NATIONAL BANKING ASSOCIATION
_______________________________ By:_________________________________
Print name:______________________ Robert G. Radermacher, Vice
President
________________________________
Print name:_______________________
ASSIGNEE:
_______________________________ CD ENTERTAINMENT LTD., AN OHIO
Printed Name:_____________________ LIABILITY COMPANY
By: JACOBS ENTERTAINMENT LTD., an Ohio
Limited Liability company, Managing Member
_______________________________
Print name:_______________________ By:________________________________
Jeffrey P. Jacobs, President
BORROWER:
_______________________________ COLONIAL DOWNS, L.P. A VIRGINIA
Printed Name:_____________________ LIMITED PARTNERSHIP
_______________________________ By: STANSLEY RACING CORP., a Virginia
Print name:_______________________ corporation, Its sole General
Partner
By:____________________________
Jeffrey P. Jacobs,
Chairman, Chief Executive Officer
<PAGE>
HOLDINGS:
_______________________________ COLONIAL DOWNS HOLDINGS, INC., A
Printed Name:_____________________ VIRGINIA CORPORATION
_______________________________ By:_______________________________
Print name:_______________________ Jeffrey P. Jacobs,
Chairman, Chief Executive Officer
STANSLEY:
_______________________________ STANSLEY RACING CORPORATION, A
Printed Name:_____________________ VIRGINIA CORPORATION
_______________________________ By:_______________________________
Print name:_______________________ Jeffrey P. Jacobs,
Chairman, Chief Executive Officer
STATE OF ______________ )
)SS.
COUNTY OF ____________ )
BE IT REMEMBERED, that on this __ day of August, 2000, before me, a Notary
Public in and for said County and State, personally came Robert G. Radermacher,
a Vice President of PNC BANK, NATIONAL ASSOCIATION, a national banking
association, who acknowledged that being first duly authorized, he/she signed
the foregoing instrument on behalf of said bank, and that the signing thereof is
his/her free act and deed individually and as such officer and the voluntary act
and deed of said bank.
IN TESTIMONY WHEREOF, I have hereunder subscribed my name and affixed my
notarial seal, on the day and year last aforesaid.
_____________________________
NOTARY PUBLIC
<PAGE>
STATE OF OHIO )
)SS.
COUNTY OF CUYAHOGA )
BE IT REMEMBERED, that on this ____ day of August, 2000, before me, a
Notary Public in and for said County and State, personally came Jeffrey P.
Jacobs, the President of JACOBS ENTERTAINMENT LTD., an Ohio limited liability
company, who acknowledged that being first duly authorized, he signed the
foregoing instrument on behalf of said company, and that the signing thereof is
his free act and deed individually and as such officer and the voluntary act and
deed of said company.
IN TESTIMONY WHEREOF, I have hereunder subscribed my name and affixed my
notarial seal, on the day and year last aforesaid.
_____________________________
NOTARY PUBLIC
STATE OF OHIO )
)SS.
COUNTY OF CUYAHOGA )
BE IT REMEMBERED, that on this ____ day of August, 2000, before me, a
Notary Public in and for said County and State, personally came STANSLEY RACING
CORP., a Virginia corporation, as the sole general partner of COLONIAL DOWNS,
L.P., a Virginia limited partnership, by and through its Chairman and Chief
Executive Officer, Jeffrey P. Jacobs, who acknowledged that he signed the
foregoing instrument on behalf of said corporation and limited partnership and
that the signing thereof is the voluntary act and deed of said corporation and
limited partnership.
IN TESTIMONY WHEREOF, I have hereunder subscribed my name and affixed my
notarial seal, on the day and year last aforesaid.
_____________________________
NOTARY PUBLIC
<PAGE>
STATE OF OHIO )
)SS.
COUNTY OF CUYAHOGA )
BE IT REMEMBERED, that on this ____ day of August, 2000, before me, a
Notary Public in and for said County and State, personally came Jeffrey P.
Jacobs, the Chairman and Chief Executive Officer of COLONIAL DOWNS HOLDINGS,
INC., a Virginia corporation, and acknowledged that he signed the foregoing
instrument on behalf of said corporation and that the signing thereof is the
voluntary act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunder subscribed my name and affixed my
notarial seal, on the day and year last aforesaid.
_____________________________
NOTARY PUBLIC
STATE OF OHIO )
)SS.
COUNTY OF CUYAHOGA )
BE IT REMEMBERED, that on this ____ day of August, 2000, before me, a
Notary Public in and for said County and State, personally came Jeffrey P.
Jacobs, the Chairman and Chief Executive Officer of STANSLEY RACING CORPORATION,
a Virginia corporation, and acknowledged that he signed the foregoing instrument
on behalf of said corporation and that the signing thereof is the voluntary act
and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunder subscribed my name and affixed my
notarial seal, on the day and year last aforesaid.
_____________________________
NOTARY PUBLIC
This instrument was prepared by
Stanley R. Gorom III, Esq.
Hahn Loeser & Parks LLP
3300 BP Tower
200 Public Square
Cleveland, Ohio 44114
<PAGE>
SCHEDULE 1.0
Loan Documents
--------------
1. CONSTRUCTION LOAN AGREEMENT, by and between Colonial Downs, L.P.
-----------------------------
("Borrower") and PNC Bank, National Association ("PNC"), dated June 26, 1997;
-
2. DEED OF TRUST NOTE, in the amount of $10,000,000.00 made by Borrower in
--------------------
favor of PNC, dated June 26, 1997;
3. REVOLVING LINE OF CREDIT AGREEMENT, by and between Borrower and PNC,
--------------------------------------
dated June 26, 1997;
4. REVOLVING CREDIT NOTE, in the amount of $5,000,000.00 made by Borrower in
---------------------
favor of PNC, dated June 26, 1997;
5. DEED OF TRUST AND SECURITY AGREEMENT, from Borrower and Colonial Downs
---------------------------------------
Holdings, Inc. ("Holdings") to Lawyers Title Realty Services, Inc. as Trustee
for the benefit of PNC, filed for record on July 31, 1997;
6. ASSIGNMENT OF RENTS AND LEASES, made by Borrower in favor of PNC and
----------------------------------
filed July 31, 1997;
7. AGREEMENT OF GUARANTY AND SURETYSHIP (PAYMENT), made by Richard E. Jacobs
----------------------------------------------
for the benefit of PNC;
8. AGREEMENT OF GUARANTY AND SURETYSHIP (PAYMENT), made by Jeffrey P. Jacobs
----------------------------------------------
for the benefit of PNC;
9. AGREEMENT OF GUARANTY AND SURETYSHIP (PAYMENT), made by Holdings for the
-----------------------------------------------
benefit of PNC;
10. AGREEMENT OF GUARANTY AND SURETYSHIP (PAYMENT), made by Stansley Racing
-----------------------------------------------
Corp. ("Stansley") for the benefit of PNC;
11. AGREEMENT OF GUARANTY AND SURETYSHIP (COMPLETION), made by Richard E.
----------------------------------------------------
Jacobs for the benefit of PNC;
12. AGREEMENT OF GUARANTY AND SURETYSHIP (COMPLETION), made by Jeffrey P.
----------------------------------------------------
Jacobs for the benefit of PNC;
13. AGREEMENT OF GUARANTY AND SURETYSHIP (COMPLETION), made by Holdings for
--------------------------------------------------
the benefit of PNC;
14. AGREEMENT OF GUARANTY AND SURETYSHIP (COMPLETION), made by Stansley for
--------------------------------------------------
the benefit of PNC;
15. ASSIGNMENT OF CONSTRUCTION AND DEVELOPMENT DOCUMENTS, by and between
--------------------------------------------------------
Borrower and PNC;
16. ASSIGNMENT OF MANAGEMENT AGREEMENT, by and between Borrower, Stansley
-------------------------------------
and PNC;
17. ASSIGNMENT OF DEVELOPMENT AGREEMENT, by and between Borrower and PNC;
--------------------------------------
18. PLEDGE AGREEMENT, between Holdings and PNC;
-----------------
19. PLEDGE AGREEMENT, between Stansley and PNC;
-----------------
20. UCC-1 FINANCING STATEMENTS, filed with:
----------------------------
(a) Virginia State Corporation Commission, dated July 31, 1997; and
(b) New Kent County Circuit Court, dated July 31, 1997;
21. HAZARDOUS MATERIALS CERTIFICATE AND INDEMNITY AGREEMENT, made by
------------------------------------------------------------
Borrower, Holdings, Richard E. Jacobs and Jeffrey P. Jacobs in favor of PNC;
22. SUBORDINATION AGREEMENT, (Second Deed of Trust to Ground Lease), among
------------------------
Chesapeake Forest Products Company, Delmarva Properties, Inc., Lawyers Title
realty Services, Inc. and PNC.
23. FORBEARANCE AGREEMENT, by and among PNC, Borrower, Stansley, Jeffrey P.
----------------------
Jacobs, Richard E. Jacobs and the trust created under the Richard E. Jacobs
Declaration of Trust dated April 23, 1987, as amended.
<PAGE>
ENDORSEMENT
The undersigned, PNC BANK, NATIONAL ASSOCIATION, a national banking
association ("PNC"), does herewith endorse and assign the attached original
promissory note to CD ENTERTAINMENT LTD., an Ohio limited liability company
("CD"), pursuant to and in strict accord with the terms of an Assignment from
PNC to CD, dated as of even date therewith (the "Assignment").
PNC does warrant and represent that the attached note is the original Trust
Note as referred to in the Assignment, and the same remains in full force and
effect.
PNC BANK, NATIONAL ASSOCIATION,
a national banking association.
By:______________________________
Title:_____________________________
Printed Name:______________________
Dated:____________________________
<PAGE>
ENDORSEMENT
The undersigned, PNC BANK, NATIONAL ASSOCIATION, a national banking
association ("PNC"), does herewith endorse and assign the attached original
promissory note to CD ENTERTAINMENT LTD., an Ohio limited liability company
("CD"), pursuant to and in strict accord with the terms of an Assignment from
PNC to CD, dated as of even date therewith (the "Assignment").
PNC does warrant and represent that the attached note is the original
Credit Note as referred to in the Assignment, and the same remains in full force
and effect.
PNC BANK, NATIONAL ASSOCIATION,
a national banking association.
By:______________________________
Title:_____________________________
Printed Name:______________________
Dated:____________________________
