EXHIBIT 10.41
Execution Copy
TRUST AGREEMENT
THIS AGREEMENT is made this 14th day of October, 2008 (the "Agreement"),
by and between RH1, LLC, (hereinafter referred to as "Trustor") and ▇▇▇▇▇▇ ▇.
East (the "Trustee").
RECITALS
1. WHEREAS, Flag Luxury Riv, LLC., currently holds 992,069 shares of the
common stock of Riviera Holdings Corporation ("Riviera"), or 7.9% of the total
outstanding shares.
2. ▇▇▇▇▇▇▇, ▇▇▇, LLC., currently holds 418,294 shares of the common stock
of Riviera Holdings Corporation, or 3.335% of the total outstanding shares.
3. WHEREAS, Flag Luxury Riv, LLC, and RH1 are both indirectly 100% owned
by FX Real Estate and Entertainment Inc.
4. WHEREAS, Riviera Black Hawk, Inc., d/b/a Riviera Black Hawk Casino
("RBH") holds a Colorado retail gaming license for and at its licensed location
in Black Hawk, Colorado. That license was issued by the Colorado Limited Gaming
Control Commission ("Commission") pursuant to the Limited Gaming Act of 1991, as
amended ("Act"). Riviera and RBH are subject to the Act and to the Colorado
Gaming Regulations promulgated by the Commission. Riviera and RBH are in
particular subject to the requirements, inter alia, of Rule 4.5 of the Gaming
Regulations which pertain to publicly-traded corporations.
5. WHEREAS, as a result of the above-described aggregate ownership in
Riviera, the Trustor and certain other related entities and/or individuals are
subject to Colorado Gaming Rule 4.5.
6. WHEREAS, the Trustor has determined that it is in its best interests to
enter into and submit a trust agreement that complies with the requirements of
Rule 4.5 and meets the requirements of the Colorado Division of Gaming ("CDOG").
7. WHEREAS, the Trustor and the Trustee recognize in general and without
limitation that the following are the purposes of this Agreement:
a. to authorize a suitable person to serve as Trustee and for the
Trustee to hold in the Trust established by this Agreement
161,758 shares of the common stock of Riviera currently owned
by the Trustor, which shares currently represent any and all
shares in excess of 9.999% of the total outstanding shares in
Riviera held by Trustor and its affiliates;
b. to ensure that a Trustee acceptable to CDOG shall have the
authority to exercise all rights attendant to the transferred
shares of stock in Riviera as set forth herein and that are
the subject of this Trust, and that the Trustee shall act
independently of the Trustor;
c. to ensure that during the duration of the Trust (i) the
Trustor shall have no right to participate in the earnings of
the Trust Property until the earlier of such time as this
Trust terminates as set forth in this Agreement or until such
time as the Trustor and its affiliates are found qualified to
be licensed by CDOG or as may be otherwise permitted by CDOG
in accordance with the Act, the Gaming Regulations, and the
policies and procedures of CDOG and the Commission
(collectively, the "Gaming Laws"), and with this Agreement;
d. to establish mechanisms for the expeditious disposition (but
in no event the sale) of the Trust Property that is the
subject of this Trust in the event that this Trust is
terminated or the Trustor or Trustee is unacceptable to CDOG;
e. to construe and perform with respect to the Trust Property
pursuant to this Agreement in a manner so as to comply with
the Colorado Gaming Laws;
f. to ensure the Trustee is suitable and acceptable to CDOG and,
upon the request of CDOG, to require that the Trustee submits
a full, complete and accurate application for suitability in a
timely manner;
g. to ensure that all activities undertaken pursuant to the Trust
are in compliance with the Colorado Gaming Laws; and
8. WHEREAS, the Trustee has indicated that he is willing and able to serve
as the Trustee pursuant to this Agreement;
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING PREMISES AND MUTUAL
AGREEMENTS AND COVENANTS HEREINAFTER CONTAINED, THE PARTIES AGREE AS FOLLOWS:
1. Definitions.
a. "Trust Property" shall mean all of the Trustor's present and
future right, title, and interest to One Hundred Sixty-One
Thousand Seven Hundred Fifty-Eight (161,758) shares of common
stock Riviera as transferred to the Trust and any payment or
proceeds paid on account of dividends of such transferred
stock and all normal and incidental voting rights in such
shares.
In the event Riviera, during the pendency of this Agreement,
issues any additional shares of common stock, and Trustor and
its affiliates purchase shares in said offering to avoid
dilution and to maintain their current pro rata ownership of
the common stock of Riviera, then those shares purchased in
said offering that, when aggregated with all other shares in
Riviera held by Trustor and its affiliates, represent more
than 9.999% of the then issued and outstanding shares in
Riviera (after giving effect to such offering), shall be
deposited in the Trust and be deemed to be Trust Property.
b. "Terminating Event" shall mean any action taken, or the
occurrence of an event, pursuant to this Agreement which would
entitle the Trustor to terminate this Agreement.
2. Transfer of Trust Property. Upon execution of this Agreement, the
Trustor, as its interests may appear, shall transfer to the Trustee the Trust
Property, subject to the terms and conditions and for the use and purposes of
this Agreement. The Trustor conveys and grants to the Trustee, now and
hereafter, all powers necessary to carry out the Trustee's duties and
responsibilities under this Agreement. The Trustor shall be the beneficiary of
the Trust.
3. Trustee's Acceptance of the Trust. The Trustee accepts the position of
Trustee, with all rights and duties appurtenant thereto, and accepts the Trust
Property for inclusion into the trust. The Trustee agrees to hold the Trust
Property, subject to the terms and conditions of this Agreement.
4. Fiduciary Duty of Trustee. The Trustee shall exercise his rights and
powers and use the same degree of care and skill in their exercise as a prudent
man would exercise or use under the circumstances in the conduct of his own
affairs. However, Trustee shall not be authorized to, and may not, directly or
indirectly or by means of proxy, transfer or sell the Riviera shares
constituting the Trust Property.
5. Duties of the Trustee.
a. Upon effectiveness of this Agreement, the Trustee shall: (i)
provide the issuer or stock transfer agent of the Trust
Property with an executed copy of this Agreement, if
necessary; (ii) take all necessary steps to have all of the
Trustor's interests in One Hundred Sixty-One Thousand Seven
Hundred Fifty-Eight (161,758) shares of common stock of
Riviera as specified hereinabove transferred to the Trust's
name; and (iii) have any such transfer duly recorded on the
register and records of the issuer.
b. The parties hereto recognize and agree that the purpose of
this Agreement is to facilitate compliance with the Colorado
Gaming Laws and to ensure the Trust's and Trustor's continued
compliance with the Gaming Laws.
6. Duties of the Trustor. The Trustor shall notify the Trustee immediately
upon the occurrence of a Terminating Event as set forth in Section 20 of this
Agreement.
7. Regarding Management of Trust Property. Prior to the termination of the
Trust, the Trustee shall have all of the rights presently afforded the Trustor
by virtue of its ownership of the Trust Property, as set forth in Section 1(a)
hereof, to vote any securities that are part of the Trust Property, to receive
on behalf of the Trust, dividends or other payments received from Riviera, and
to distribute and/or contribute any dividends (whether ordinary or special)
prior to the expiration of the applicable notice period, as specifically set
forth in Section 17 and Section 17.1 of this Agreement, to a charitable
organization chosen by the Trustee in his sole and absolute discretion. Such
organization must be duly qualified by the IRS as a tax exempt 501(c)(3)
corporation. All instructions from the Trustor to the Trustee shall be in
writing, with a copy of the instructions to be furnished to CDOG in advance of
their issuance to the Trustee. Dividends and/or distributions from Riviera
received after this Trust is terminated shall be the sole and exclusive property
of the Trustor.
8. Qualification of Trustee.
a. The Trustee warrants and represents that he is suitable and
meets all of the criteria necessary to qualify as the Trustee,
has been and or is currently licensed under the applicable
provisions of the Gaming Laws and that he shall continue to
meet such criteria throughout the duration of this Agreement.
The Trustee agrees that if he commits an act, or becomes aware
of any information, that would cause a reasonable person to
believe that he will not be able to be found, or remain,
suitable to the satisfaction of CDOG or the Commission, the
Trustee will notify the Trustor and CDOG within five (5)
business days of becoming aware of such information, in a
writing that sets forth the details of his action or
knowledge. The Trustee further agrees that if he becomes aware
of any information that would cause a reasonable person to
believe that the Trustor, or any person required to be
qualified in connection with the Trustor's ownership of shares
of Riviera, may be found unqualified or has violated or will
violate the Gaming Laws, he will immediately provide CDOG with
that information.
b. The Trustee agrees to provide to CDOG, on a timely basis, all
information requested by CDOG, and to file for suitability
with CDOG, if requested, in a timely manner. The Trustee's
out-of-pocket costs and other costs arising from the Trustee's
application for suitability or arising from requests for
information from CDOG shall be borne by the Trustor. Any such
funds necessary to comply with the intent of this paragraph
may be advanced as a contribution to the Trust Property or as
a loan to the Trust by Trustor and may be used to pay such
costs.
9. Removal of Trustee. The Trustor shall have the right to request
expedited approval from CDOG to remove the Trustee immediately from his position
as Trustee under this Agreement, for cause, and to replace him with a qualified
Successor Trustee, as that term is defined in this Agreement.
10. Resignation of Trustee. The Trustee shall have the right to resign as
Trustee under this Agreement upon ten (10) days' written notice to both the
Trustor and CDOG; provided, however, that the resignation by the Trustee shall
not be effective unless and until a successor trustee, approved by CDOG, has
been appointed hereunder.
11. Successor Trustee. If the Trustee is no longer willing or able to
serve hereunder for any reason whatsoever, the Trustor must propose a successor
trustee within thirty (30) business days of the death, disability,
disqualification, resignation, or removal of the Trustee pursuant to this
Agreement. The person selected as the successor trustee (the "Successor
Trustee") shall promptly execute and deliver to the Trustor and CDOG an
agreement satisfactory to Trustor and CDOG assuming the responsibilities of
Trustee hereunder, and the Trust Property shall thereafter be transferred to the
Successor Trustee, and he shall hold the Trust Property in the Trust as Trustee
subject to the terms of this Agreement. If no Successor Trustee has been
appointed within thirty (30) days of the Trustee's removal or resignation, then
a Terminating Event shall have occurred. In the event a Successor Trustee is
timely appointed, the Successor Trustee shall be required to comply, to the same
extent as the trustee, with the provisions herein.
12. Liability of Trustee. The Trustee shall incur no responsibility to the
Trustor, or any persons or entity affiliated with the Trustor, as holder of
Trust Property as Trustee, or otherwise, except in instances in which an action
or omission constitutes gross negligence or willful misconduct. The Trustee
shall serve with a bond in the amount of Two Million Dollars ($2,000,000.00)
USD.
13. Records. The Trustee shall keep records of all of his business
transactions as Trustee. These records shall include a detailed listing of the
time spent by the Trustee in attending to trust business and the reasonable and
ordinary expenses incurred in connection with such business. The Trustee shall
send the Trustor, or its designated agent, quarterly statements that list every
transaction made by the Trustee, including a summary of any written or oral
communications between the Trustee and the Trustor and its representatives and
the time spent and expenses incurred by him in completing each transaction in
the months prior to the date of the statement. The Trustee agrees to make his
records readily available to CDOG. The Trustor expressly consents to the Trustee
allowing CDOG to examine the Trustee's records of his transactions and business
as Trustee.
14. Compensation of Trustee.
a. Upon approval by CDOG, the Trustor shall pay the Trustee the
sum of Five Thousand Dollars ($5000.00) on the execution of
this Agreement, and the sum of Five Thousand Dollars
($5000.00) on the termination of this Agreement; provided,
however, that the Trustee shall forfeit this final payment if
the Commission or CDOG directs or requests his removal for
cause, or if his continued employment as Trustee would in the
reasonable determination of the Trustor jeopardize the
validity or effectiveness of the Trust. For purposes of this
Agreement, the term "cause" shall include the following by way
of illustration and not limitation: (i) disqualification or a
finding of unsuitability by CDOG or the Commission, under the
Gaming Laws; (ii) mental incapacity; (iii) prior to the
occurrence of a Terminating Event, continued neglect, after
notice from the Trustor, of any of his duties and
responsibilities under this Agreement; and (iv) breach of his
fiduciary duty as set forth in this Agreement.
b. Upon approval by CDOG, the Trustor shall pay the Trustee Two
Hundred Fifty Dollars ($250.00) per hour for all time spent
reasonably by the Trustee in administering the trust business,
including time spent by the Trustee responding to requests for
documents and information from CDOG and/or time spent
preparing and submitting an application for suitability, and
the Trustor shall reimburse the Trustee for all reasonable
expenses incurred in fulfilling his duties under this
Agreement, including the retention of any necessary financial
and/or legal advisors. Expenses incurred by the Trustee in
remaining qualified under CDOG shall be deemed to be
reasonable expenses incurred in fulfilling the duties under
this Agreement.
15. Indemnification of Trustee. The Trustor agrees to indemnify and hold
harmless the Trustee to the fullest extent permitted by law from and against all
taxes (other than taxes based on income), suits, actions, claims, losses,
damages, expenses (including reasonable legal fees), penalties, assessments,
liabilities, or other charges incurred by or assessed against the Trustee
arising out of any action or omission in connection with the performance of his
duties under this Agreement, except in instances in which an action or omission
of the Trustee constitutes gross negligence or willful misconduct. The rights of
the Trustee under this Section 15 shall survive the termination of this
Agreement regardless of whether any taxes (other than taxes based on income),
suits, actions, claims, losses, damages, expenses, penalties, assessments,
liabilities, or other charges are incurred or assessed prior or subsequent to
the termination of this Agreement.
16. Trustee Control Over the Trust Property. Subject to the restrictions
as set forth in Section 1(a), Section 17.1 and Section 18 hereof, the Trustee
shall exercise all normal and incidental voting rights to the ownership of the
Trust Property, and shall be vested with all powers, authority, and duties
necessary to the unencumbered exercise of such rights. The Trustee agrees to
adhere to the provisions of this Agreement and, among other things, the
following guidelines in exercising his powers under this Agreement.
a. Investment of Funds. Pending a distribution to a charitable
organization pursuant to Section 7 of this Agreement, the
Trustee agrees to place any funds received on account, if any,
of the Trust Property in bonds or other obligations, maturing
in not more than thirty (30) days, that as to principal and
interest constitute direct obligations of, or are
unconditionally guaranteed by, the United States of America;
b. Voting Rights. The Trustee shall have, subject to the
restrictions set forth in this Agreement, the right to vote
any securities that are part of the Trust Property; and
c. Notification. The Trustee agrees to notify CDOG in writing of
any action he takes pursuant to subsections a and b of this
Section 16 within two (2) business days of his having taken
such action.
17. Restoration of Trustor Control. Subject to Section 17.1 hereof, as
noted herein, the Trustor shall have the right to terminate and revoke this
trust at any time by sending the Trustee and CDOG written notice of its intent
to terminate the Trust at least one hundred twenty (120) days before the
effective date of such termination.
17.1 Required Notice Period. In the event Riviera, during the pendency of
this Trust, announces (1) that it will hold a special shareholder meeting that
requests a vote to directly or indirectly cause a sale or disposition of the
Trust Property (either in whole or in part) in conjunction with a merger, bid
proposal, or any business combination from any entity, or requests a vote to
recapitalize Riviera by issuing any new stock or class(es) of preferred stock,
or to consider a liquidation or reorganization of Riviera, or (2) that Riviera
will engage in a disposition of any significant portion of its assets, or (3)
that a meeting of Riviera shareholders will convene to vote upon an alternative
slate of directors whose election would result in a change of control, or (4)
that Riviera is the subject of liquidation or reorganization, either pursuant to
proceedings under the Federal Bankruptcy Code (whether voluntary or involuntary)
or similar proceedings or otherwise, then in said event(s) the Trustor shall
have the right to terminate and revoke this Trust at any time by sending the
Trustee and CDOG written notice of its intent to terminate this Trust at least
fifteen(15) days before the effective date of such termination, even if the
Trustor has provided a previous notice of termination of the Trust to the
Trustee.
17.2 Disposition of Riviera Shares. In the event, during the pendency of
this Trust, the aggregate ownership interest of Trustor, Flag Luxury Riv, LLC,
and/or RH1, LLC (both directly owned 100% by FX Real Estate and Entertainment,
Inc.) in Riviera's common stock falls below ten (10) percent of the then issued
and outstanding shares of Riviera, Trustor, at its sole option, shall have the
additional right to terminate and revoke this Trust by sending the Trustee and
CDOG written notice of its intent to terminate this Trust at least fifteen (15)
days before the effective date of such termination, even if the Trustor has
provided a previous notice of termination of the Trust to the Trustee.
17.3 Suitability Application Filing. If required by applicable Gaming Law,
upon termination of this Trust, Trustor shall, within thirty (30) days of said
termination, file its application for suitability with the applicable Colorado
gaming authority.
18. Intentionally Deleted.
19. Rights of the Trustee. The Trustee shall have no duties or
responsibilities except those expressly set forth herein. The Trustee may rely
on any notice, instruction, certificate, statement, request, consent,
confirmation, agreement, or other instrument that is authorized or permitted by
this Agreement and that he believes to be genuine and to have been signed or
presented by a proper person or persons. As a condition to the taking,
suffering, or omitting of any action by him hereunder, the Trustee may consult
with counsel, and the written advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection in respect of any action
taken, suffered, or omitted by him hereunder in good faith and in reliance
thereon.
20. Duration of Agreement. This Trust shall continue for one (1) year from
the date of execution by the Trustor and Trustee, unless extended by mutual
agreement between the parties hereto, with the informed prior consent of CDOG;
provided, however, that the Trustor, or its designee, may effect early
termination of this Trust by providing a written resolution duly adopted by the
Trustor. The Trust shall be deemed terminated upon the expiration of the
applicable notice period. Upon termination of the Trust as provided herein, the
Trustee shall cause the shares of Riviera and all other Trust Property to be
delivered to Trustor or its designee within three (3) business days.
21. Benefits of Agreement. Nothing in this Agreement, expressed or
implied, shall give to any person, other than the parties hereto and their
successors hereunder and the Commission and CDOG, any benefit or any legal or
equitable right, remedy, or claim under this Agreement.
22. Assignability. The Trustor shall have the right to assign its rights
under this Agreement, but only with the prior approval of CDOG.
23. Amendment; Waiver. This Agreement may not be amended, modified, or
supplemented, nor may any provisions of this Agreement be waived, discharged, or
revoked, without the prior written consent of the Trustor and the Trustee. No
amendment, modification, or supplement to this Agreement shall be effective
without the prior approval of CDOG of any proposed amendment, modification, or
supplement.
24. Headings. The various headings of the Sections of this Agreement are
for reference purposes only and shall in no way affect the meaning or
interpretation of this Agreement.
25. Invalidity. The invalidity of any provision of this Agreement shall
not be deemed to impair or affect in any manner the validity or enforceability
of the remainder of this Agreement.
26. Notices. Any notice or other communication required to be given under
this Agreement shall be given by telephone, telex, facsimile, e-mail, or other
similar means of electronic communication, and by a writing sent by Federal
Express or any equivalent overnight delivery service. Notice shall be deemed to
have been given on transmission or on its being delivered to Federal Express or
any other acceptable overnight delivery service. The numbers and addresses for
providing notice under this Agreement shall be those contained in Exhibit A to
this Agreement. The numbers and addresses used for providing notice under this
Agreement may be changed by giving notice pursuant to this Section 26 of this
Agreement.
27. Counterparts. This Agreement may be executed in counterparts, each of
which when executed and delivered shall be an original and both of which
together will constitute the same Agreement.
28. Variations in Pronouns. All pronouns and any variations thereof refer
to the masculine, feminine, or neuter, singular or plural, as the identity of
the person or persons may require.
29. Waivers. No delay on the part of any party in exercising any right,
power, or privilege hereunder shall operate as a waiver thereof, nor shall any
waiver on the part of any party of any right, power, or privilege hereunder, nor
any single or partial exercise of any right, power, or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, power, or privilege hereunder. The rights and remedies provided herein
are cumulative and are not exclusive of any rights or remedies that any party
may otherwise have at law or in equity.
30. Governing Law. The parties agree that this Agreement shall be governed
and construed in accordance with the laws of the State of Colorado, including
the Gaming Laws, and nothing herein shall be construed to limit the rights of
CDOG to take any action required or permitted by law. Further, nothing herein
shall limit the rights of the Division or Commission to require the Trustor, or
persons and entities affiliated with them, to apply for suitability with the
CDOG or the Commission
31. Effective Date of Trust. The Trust instituted by this Agreement shall
become effective on the execution of this Agreement by the parties and final
approval of the Agreement by CDOG and delivery of all necessary documents and
Trust Property in accordance with the terms of this Agreement.
32. Exhibits. The following Exhibits are attached to this Agreement and
are made an integral part hereof:
A. Addresses and Telephone Numbers for Notice.
33. The recitals as set forth above are hereby incorporated in this
Agreement in their entirety.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first above written.
RH1, LLC
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: Secretary
TRUSTEE
By: /s/ ▇▇▇▇▇▇ ▇. East
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Its:
Exhibit A - Notice
Trustee
▇▇▇▇▇▇ ▇. East
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Trustor
RH1, LLC
c/o FX Real Estate and Entertainment, Inc.
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With a copy to:
Colorado Division of Gaming ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, LLC
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FX Real Estate and Entertainment Inc. ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
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