pledge.htm


     

     

    
      

      

    

    EXHIBIT
4.5

    



    PLEDGE
AND SECURITY AGREEMENT

     

    dated
as of August 6, 2009

     

    among

    


    AB
CASINO ACQUISITION LLC,

    DIAMOND
JO, LLC,

    DIAMOND
JO WORTH, LLC,

    PENINSULA
GAMING, LLC,

    PENINSULA
GAMING CORP.,

    THE
OLD EVANGELINE DOWNS, L.L.C.,

    


    EACH
OF THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME

    


    and

    


    U.S.
BANK NATIONAL ASSOCIATION,

    as
Collateral Agent

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    TABLE OF
CONTENTS

    PAGE


    
      	
              SECTION
      1.   DEFINITIONS; GRANT OF SECURITY

            	
              1

            
	
              1.1

            	
              General
      Definitions

            	
              1

            
	
              2.2

            	
              Definitions;
      Interpretation

            	
              9

            
	 
      	 
      	 
      
	
              SECTION
      2.   GRANT OF SECURITY

            	
              9

            
	
              2.1

            	
              Grant
      of Security

            	
              10

            
	
              2.2

            	
              Certain
      Limited Exclusions

            	
              11

            
	
              2.3

            	
              Intercreditor
      Agreement

            	
              11

            
	 
      	 
      	 
      
	
              SECTION
      3.   SECURITY FOR OBLIGATIONS; GRANTORS REMAIN
      LIABLE

            	
              11

            
	
              3.1

            	
              Security
      for Obligations

            	
              11

            
	
              3.2

            	
              Continuing
      Liability Under Collateral

            	
              11

            
	 
      	 
      	 
      
	
              SECTION
      4.   CERTAIN PERFECTION REQUIREMENTS

            	
              11

            
	
              4.1

            	
              Delivery
      Requirements

            	
              11

            
	
              4.2

            	
              Control
      Requirements

            	
              12

            
	
              4.3

            	
              Intellectual
      Property Recording Requirements

            	
              13

            
	
              4.4

            	
              Timing
      and Notice

            	
              13

            
	 
      	 
      	 
      
	
              SECTION
      5.   REPRESENTATIONS AND WARRANTIES

            	
              13

            
	
              5.1

            	
              Grantor
      Information and Status

            	
              13

            
	
              5.2

            	
              Collateral
      Identification, Special Collateral

            	
              14

            
	
              5.3

            	
              Ownership
      of Collateral and Absence of Other Liens

            	
              14

            
	
              5.4

            	
              Status
      of Security Interst

            	
              15

            
	
              5.5

            	
              Goods
      and Receivables

            	
              15

            
	
              5.6

            	
              Pledged
      Debt

            	
              16

            
	
              5.7

            	
              Intellectual
      Property

            	
              16

            
	 
      	 
      	 
      
	
              SECTION
      6.   COVENANTS AND AGREEMENTS

            	
              17

            
	
              6.1

            	
              Grantor
      Information and Status

            	
              17

            
	
              6.2

            	
              Collateral
      Identification; Special Collateral

            	
              18

            
	
              6.3

            	
              Ownership
      of Collateral and Absence of Other Liens

            	
              18

            
	
              6.4

            	
              Status
      of Security Interest

            	
              18

            
	
              6.5

            	
              Goods
      and Receivables

            	
              19

            
	
              6.6

            	
              Investment
      Related Property

            	
              20

            
	
              6.7

            	
              Intellectual
      Property

            	
              21

            
	
              6.8

            	
              Other
      Covenants

            	
              22

            
	 
      	 
      	 
      
	
              SECTION
      7.   ACCESS; RIGHT OF INSPECTION; INSURANCE AND FURTHER
      ASSURANCES; ADDITIONAL GRANTORS

            	
              22

            
	
              7.1

            	
              Access;
      Right of Inspection; Insurance

            	
              22

            
	
              7.2

            	
              Further
      Assurances

            	
              23

            
	
              7.3

            	
              Additional
      Grantors

            	
              24

            
	 
      	 
      	 
      
	
              SECTION
      8.   COLLATERAL AGENT APPOINTED
      ATTORNEY-IN-FACT

            	
              24

            
	
              8.1

            	
              Power
      of Attorney

            	
              24

            
	
              8.2

            	
              No
      Duty on the Part of Collateral Agent or Secured Parties

            	
              25

            


    

    


    
      
        
           


        

        
          
            i 


          

          
            

          

        

        
           


        

      

    

     

    Page


      
        	
                SECTION
      9.   REMEDIES

              	 
      	
                26

              
	
                9.1

              	
                Generally

              	
                26

              
	
                9.2

              	
                Application
      of Proceeds

              	
                28

              
	
                9.3

              	
                Sales
      on Credit

              	
                28

              
	
                9.4

              	
                Investment
      Related Property

              	
                28

              
	
                9.5

              	
                Grant
      of Intellectual Property License

              	
                29

              
	
                9.6

              	
                Intellectual
      Property

              	
                29

              
	
                9.7

              	
                Cash
      Proceeds; Deposit Accounts

              	
                30

              
	
                9.8

              	
                Regulatory
      Matters

              	
                31

              
	 
      	 
      	 
      
	
                SECTION
      10.   COLLATERAL AGENT

              	
                31

              
	
                10.1

              	
                Appointment

              	
                31

              
	
                10.2

              	
                Delegation
      of Duties

              	
                32

              
	
                10.3

              	
                Undertaking
      of Collateral Agent

              	
                32

              
	
                10.4

              	
                Powers
      of the Collateral Agent

              	
                33

              
	
                10.5

              	
                Documents
      and Communications

              	
                33

              
	
                10.6

              	
                For
      Sale and Exclusive Benefit of Secured Parties

              	
                33

              
	
                10.7

              	
                Other
      Agreements

              	
                33

              
	
                10.8

              	
                Solicitation
      of Instructions

              	
                34

              
	
                10.9

              	
                Limitation
      of Liability

              	
                34

              
	
                10.10

              	
                Documents
      in Satisfactory Form

              	
                34

              
	
                10.11

              	
                Entitled
      to Rely

              	
                34

              
	
                10.12

              	
                Enforcement
      Event; Event of Default

              	
                35

              
	
                10.13

              	
                Actions
      by Collateral Agent

              	
                35

              
	
                10.14

              	
                Security
      or Indemnity in Favor of Collateral Agent

              	
                35

              
	
                10.15

              	
                Rights
      of Collateral Agent

              	
                35

              
	
                10.16

              	
                Resignationor
      Removal of Collateral Agent

              	
                36

              
	
                10.17

              	
                Appontment
      of Successor Collateral Agent

              	
                36

              
	
                10.18

              	
                Succession

              	
                36

              
	
                10.19

              	
                Merger,
      Conversion or Consolidation of Collateral Agent

              	
                37

              
	
                10.20

              	
                Indemnity

              	
                37

              
	
                10.21

              	
                Compensation;
      Expenses

              	
                37

              
	
                10.22

              	
                Release
      of Liens on Collateral

              	
                39

              
	 
      	 
      	 
      
	
                SECTION
      11.

              	
                CONTINUING
      SECURITY INTEREST; TRANSFER OF NOTES

              	
                39

              
	 
      	 
      	 
      
	
                SECTION
      12.

              	
                STANDARD
      OF CARE; COLLATERAL AGENT MAY PERFORM

              	
                40

              
	 
      	 
      	 
      
	
                SECTION
      13.

              	
                GAMING
      LAWS

              	
                40

              
	 
      	 
      	 
      
	
                SECTION
      14.

              	
                MISCELLANEOUS

              	
                41

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                SCHEDULE
      5.1

              	
                GENERAL
      INFORMATION

              	 
      
	 
      	 
      	 
      
	
                SCHEDULE
      5.2

              	
                COLLATERAL
      IDENTIFICATION

              	 
      
	 
      	 
      	 
      
	
                SCHEDULE
      5.4

              	
                UCC
      FINANCING STATEMENTS

              	 
      
	 
      	 
      	 
      
	
                SCHEDULE
      5.5

              	
                LOCATIONS
      OF EQUIPMENT

              	 
      


      


      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

    

    EXHIBIT A
— PLEDGE SUPPLEMENT

     

    EXHIBIT B
— PATENT SECURITY AGREEMENT

     

    EXHIBIT C
— TRADEMARK SECURITY AGREEMENT

     

    EXHIBIT D
— COPYRIGHT SECURITY AGREEMENT

    


    
      
        
        

      

      
        iii

        
          

        

      

      

 

    

    
      This
PLEDGE AND SECURITY AGREEMENT, dated as
of August 6, 2009 (as it may be amended, restated, supplemented or otherwise
modified from time to time, this “Agreement”), is made by AB CASINO ACQUISITION LLC, a
Delaware limited liability company (“ABC”), DIAMOND JO, LLC, a Delaware
limited liability company (“DJL”), DIAMOND JO WORTH, LLC, a
Delaware limited liability company (“DJW”), PENINSULA GAMING, LLC, a
Delaware limited liability company (“PGL”), PENINSULA GAMING CORP., a
Delaware corporation (“PGC”), THE OLD EVANGELINE DOWNS,
L.L.C., a Louisiana limited liability company (“EVD”), and EACH SUBSIDIARY OF PGL party hereto from time
to time, whether as an original signatory hereto or as an Additional Grantor (as
herein defined) (each of ABC, DJL, DJW, PGL, PGC, EVD and each such Subsidiary
of PGL, a “Grantor” and,
collectively, the “Grantors”), and U.S. BANK NATIONAL
ASSOCIATION, as collateral agent for the Secured Parties (as herein
defined) (in such capacity, together with its successors and permitted assigns
in such capacity, the “Collateral
Agent”).

       

      RECITALS:

       

      WHEREAS, reference is made to
that certain Indenture, dated as of the date hereof (as it may be amended,
restated, supplemented or otherwise modified from time to time, the “Indenture”), by and among PGL
and PGC, as issuers, the other Grantors, as guarantors, and U.S. Bank National
Association, as trustee (in such capacity, together with its successors and
permitted assigns in such capacity, the “Trustee”);

       

      WHEREAS, certain of the
Grantors, the lenders party thereto (the “Senior Lien Lenders”) and
Wells Fargo Foothill, Inc., as arranger and agent for the Senior Lien Lenders
(in such capacities, together with its successors and permitted assigns in such
capacities, the “Senior Lien
Administrative Agent”), have entered into that certain Loan and Security
Agreement, dated as of June 16, 2004 (as heretofore amended, restated,
supplemented or otherwise modified, including by that certain Consent and
Waiver, dated as of the date hereof, among the Senior Lien Administrative Agent,
the Senior Lien Lenders party thereto, EVD and DJL, and as it may be further
amended, restated, supplemented or otherwise modified, replaced or refinanced
from time to time in accordance with the Intercreditor Agreement referred to
below, the “Senior Lien Credit
Agreement”);

       

      WHEREAS, pursuant to the
terms, conditions and provisions of the Intercreditor Agreement, dated as of the
date hereof (as amended, restated, supplemented or otherwise modified from time
to time, the “Intercreditor
Agreement”), between the Collateral Agent and the Senior Lien
Administrative Agent, and acknowledged by the Grantors and the other Persons
from time to time party thereto, the parties thereto have agreed to, among other
things, determine certain rights, obligations and priorities in respect of the
Collateral; and

       

      WHEREAS, in order to secure
the Grantors’ obligations under the Indenture, each Grantor intends to grant the
Collateral Agent, for the benefit of the Secured Parties, a Lien on the
Collateral on the terms and subject to the conditions contained
herein;

       

      NOW, THEREFORE, in
consideration of the premises and the agreements, provisions and covenants
herein contained, and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, each Grantor and the Collateral
Agent agree as follows:

       

      
        	
                SECTION
      1.  

              	
                DEFINITIONS;
      GRANT OF SECURITY.

              


      

       

      
        	
                1.1  

              	
                General
      Definitions.  In this
      Agreement, the following terms shall have the following
      meanings:

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “ABC” shall have the meaning
assigned to such term in the preamble.

       

      “Additional Grantor” shall have
the meaning assigned to such term in Section 7.3.

       

      “Agreement” shall have the
meaning assigned to such term in the preamble.

       

      “Assigned Agreements” shall
mean all agreements, contracts and documents to which any Grantor is a party as
of the date hereof, or to which any Grantor becomes a party after the date
hereof, as each such agreement, contract and document may be amended, restated,
supplemented or otherwise modified from time to time.

       

      “Cash Proceeds” shall have the
meaning assigned to such term in Section 9.7.

       

      “Collateral” shall have the
meaning assigned to such term in Section 2.1.

       

      “Collateral Account” shall mean
any account established by the Collateral Agent.

       

      “Collateral Agent” shall have
the meaning assigned to such term in the preamble.

       

      “Collateral Records” shall mean
books, records, ledger cards, files, correspondence, customer lists, supplier
lists, blueprints, technical specifications, manuals, computer software and
related documentation, computer printouts, tapes, disks and other electronic
storage media and related data processing software and similar items that at any
time evidence or contain information relating to any of the Collateral or are
otherwise necessary or helpful in the collection thereof or realization
thereupon.

       

      “Collateral Support” shall mean
all property (real or personal) assigned, hypothecated or otherwise securing any
Collateral and shall include any security agreement or other agreement granting
a lien or security interest in such real or personal property.

       

      “Control” shall
mean:  (a) with respect to any Deposit Accounts, control within the
meaning of Section 9-104 of the UCC, (b) with respect to any Securities
Accounts, Security Entitlements, Commodity Contract or Commodity Account,
control within the meaning of Section 9-106 of the UCC, (c) with respect to any
Uncertificated
Securities, control within the meaning of Section 8-106(c) of the UCC, (d) with
respect to any Certificated Security, control within the meaning of Section
8-106(a) or (b) of the UCC, (e) with respect to any Electronic
Chattel Paper, control within the meaning of Section 9-105 of the UCC, (f) with
respect to Letter of Credit Rights, control within the meaning of Section 9-107
of the UCC and (g) with respect to any “transferable record”(as that term is
defined in Section 201 of the Federal Electronic Signatures in Global and
National Commerce Act or in Section 16 of the Uniform Electronic Transactions
Act as in effect in any relevant jurisdiction), control within the meaning of
Section 201 of the Federal Electronic Signatures in Global and National Commerce
Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in
the jurisdiction relevant to such transferable record.

       

      “Copyright Licenses” shall mean
any and all agreements, licenses and covenants providing for the granting of any
right in or to any Copyright or otherwise providing for a covenant not to sue
for infringement or other violation of any Copyright (whether such Grantor is
licensee or licensor thereunder) including, without limitation, each agreement
required to be listed in Schedule 5.2(II) under the heading “Copyright Licenses”
(as such schedule may be amended or supplemented from time to
time).

       

      “Copyright Security Agreement”
shall mean each copyright security agreement executed and delivered by the
applicable Grantors in substantially the form of Exhibit D.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       “Copyrights” shall mean all
United States, and foreign copyrights (whether or not the underlying works of
authorship have been published), including but not limited to copyrights in
software and all rights in and to databases, all designs (including but not
limited to industrial designs, Protected Designs and Community designs), and all
Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether
registered or unregistered, as well as all moral rights, reversionary interests,
and termination rights, and, with respect to any and all of the foregoing: (a)
all registrations and applications therefor including, without limitation, the
registrations and applications required to be listed in Schedule 5.2(II) under
the heading “Copyrights” (as such schedule may be amended or supplemented from
time to time), (b) all extensions and renewals thereof, (c) the right to sue or
otherwise recover for any past, present and future infringement or other
violation thereof, (d) all Proceeds of the foregoing, including, without
limitation, license fees, royalties, income, payments, claims, damages and
proceeds of suit now or hereafter due and/or payable with respect thereto, (e)
all payments and rights to payments arising out of the sale, lease, license,
assignment or other disposition thereof, and (f) all other rights of any kind
accruing thereunder or pertaining thereto throughout the world.

       

      “Credit Facility Indebtedness”
shall have the meaning assigned to such term in the Intercreditor
Agreement.

       

      “DJL” shall have the meaning
assigned to such term in the preamble.

       

      “DJW” shall have the meaning
assigned to such term in the preamble.

       

      “EVD” shall have the meaning
assigned to such term in the preamble.

       

      “Excluded Asset” shall mean the
following:

       

      (a) cash
(other than (i) cash deposited in Deposit Accounts and (ii) cash constituting
proceeds from Collateral), payroll accounts, employee wage or benefit accounts
and trust or escrow accounts;

       

      (b) assets
securing FF&E Financing, Purchase Money Obligations or Capital Lease
Obligations, in each case, permitted to be incurred under the Indenture, to the
extent such assets are acquired or refinanced with the proceeds of such FF&E
Financing, Purchase Money Obligations or Capital Lease Obligations, as
applicable;

       

      (c) all
Gaming Licenses and Racing Licenses;

       

      (d) any motor
vehicles;

       

      (e) any
agreement, permit, license or the like if and to the extent, but only to the
extent, that a security interest in such agreement, permit, license or the like
is prohibited by or in violation of (i) a term, provision or condition thereof
without the consent of third parties (including any Governmental Authority),
which consent has not been obtained (provided that the
Grantors agree to use commercially reasonable efforts to obtain all such
consents of third parties (including any Governmental Authority)), or (ii) any
Gaming License or any law, rule, order or regulation applicable to the Grantors
imposed by any Gaming Authority (unless, in the case of the foregoing clauses
(i) and (ii), such term, provision or condition prohibiting a security interest
in such agreement, permit, license or the like, or such Gaming License, law
rule, order or regulation, would be rendered ineffective with respect to the
creation of the security interest hereunder pursuant to Sections 9-406, 9-407,
9-408 or 9-409 of the UCC (or any successor provisions) or any other applicable
law (including Bankruptcy Law) or principles of equity); provided, however, that, in any
event, immediately upon the ineffectiveness, lapse or termination of any such
term, provision or condition in such agreement, permit, license or the like, the
Collateral shall include, and such Grantor shall be deemed to have granted a
security interest in, all such rights and interests in, under or with respect to
such agreement, permit, license or the like as if such term, provision or
condition had never been in effect; provided, further, however, that the
Collateral shall include (and such security interest shall attach) immediately
at such time as the contractual or legal prohibition shall no longer be
applicable and to the extent severable, shall attach immediately to any portion
of such agreement, permit, license or the like not subject to the prohibitions
specified in clause (i) or (ii) above, as applicable;

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      (f) any lease
pursuant to which any off-track betting parlor or similar facility operated by
PGL or any Subsidiary of PGL is leased by PGL or such Subsidiary;

       

      (g) the
Equity Interests of the Subsidiaries of PGL;

       

      (h) the
facility (including all related real property and amenities), owned by Diamond
Jo Worth, LLC, known as “Pheasant Links” located in Emmons, Minnesota on which a
“member’s only” 9-hole golf course and 9-station sporting clay course and
hunting facility are located;

       

      (i) (i) that
certain lease between the City of Dubuque, Iowa and DJL, dated June 1, 2005, as
amended, pursuant to which DJL leases a patio area adjacent to its former
dockside riverboat facility and is granted certain non-exclusive parking rights
for parking areas adjacent to such former facility, and (ii) sublease between
the Dubuque Racing Association and DJL, dated October 18, 1993, as amended,
pursuant to which DJL subleases certain dock and parking facilities related to
and adjacent to its former dockside riverboat facility; and

       

      (j) any
“intent-to-use” application for registration of a Trademark filed pursuant to
Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a
“Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment
to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto,
solely to the extent, if any, that, and solely during the period, if any, in
which, the grant of a security interest therein would impair the validity or
enforceability of any registration that issues from such intent-to-use
application under applicable federal law;

       

      provided that the
exclusions referred to in clauses (c), (d), (e), (f), (g), (h) and (i) of this
definition of “Excluded Asset” shall not include any Proceeds of any such asset
or property.

       

      “Fully Paid” shall have the
meaning assigned to such term in the Intercreditor Agreement.

       

      “Gaming Authority” shall mean
any agency, authority, board, bureau, commission, department, office or
instrumentality of any nature whatsoever of the United States federal
government, any foreign government, any state, province or city or other
political subdivision or otherwise, whether now or hereafter existing, or any
officer or official thereof, including, without limitation, the Iowa Gaming
Commission, the Louisiana Gaming Control Board, the Louisiana State Racing
Commission, or any other agency, in each case, with authority to regulate any
gaming or racing operation (or proposed gaming or racing operation) owned,
managed or operated by PGL or any of its Subsidiaries.

      


      “Gaming Equipment” shall mean
slot machines, video poker machines and all other gaming equipment and related
signage, accessories and peripheral equipment.

       

      “Gaming Laws” shall mean the
gaming laws of any jurisdiction or jurisdictions to which PGL, any of its
Subsidiaries is, or may at any time after the date hereof, be
subject.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      “Gaming License” shall mean any
material license, material franchise, material registration, material
qualification, material finding of suitability or other material approval or
material authorization required to own, lease, operate or otherwise conduct or
manage riverboat, dockside or land-based gaming activities in any state or other
jurisdiction in which PGL or any of the Restricted Subsidiaries conducts
business (including, without limitation, all such licenses granted by any Gaming
Authority), and all applicable liquor and tobacco licenses.

       

      “Governmental Authority” shall
mean any agency, authority, board, bureau, commission, department, office or
instrumentality of any nature whatsoever of the United States or foreign
government, any state, province or any city or other political subdivision or
otherwise, and whether now or hereafter in existence, or any officer or official
thereof, and any maritime authority.

       

      “Grantor” and “Grantors” shall have the
respective meanings assigned to such terms in the preamble.

       

      “Indemnified Liabilities” shall
mean any and all liabilities (including all environmental liabilities),
obligations, losses, damages, penalties, actions, claims, judgments, suits,
costs, taxes, expenses or disbursements of any kind or nature whatsoever with
respect to the execution, delivery, performance, administration or enforcement
of this Agreement or any of the other Security Documents, including any of the foregoing relating to the
use of proceeds of any Second Lien or the violation of,
noncompliance with or liability under, any law (including environmental laws)
applicable to or enforceable against any Grantor or any of
their respective Restricted Subsidiaries or any of the Collateral, and all reasonable costs and expenses (including
reasonable fees and expenses of legal counsel (in each case including allocated
costs of internal counsel) selected by the Indemnitee)
incurred by any Indemnitee in connection with any claim,
action, investigation or proceeding in any respect relating to any of the
foregoing, whether or not suit is brought.

      


      “Indemnitee” shall have the
meaning assigned to such term in Section 10.3.

       

      “Indenture” shall have the
meaning assigned to such term in the recitals.

       

      “Indenture Documents”  shall
mean the Indenture, the Notes, this Agreement, the other Security Documents and
the Registration Rights Agreement, and such other agreements, instruments and
certificates executed and delivered (or issued) by any Grantor pursuant to the
Indenture or any of the foregoing, as any or all of the same may be amended,
restated, supplemented or otherwise modified from time to time.

       

      “Insurance” shall mean (a) all
insurance policies covering any or all of the Collateral (regardless of whether
the Collateral Agent is the loss payee thereof or an additional insured
thereunder) and (b) any key man life insurance policies.

       

      “Intellectual Property” shall
mean, the collective reference to all rights, priorities and privileges relating
to intellectual property, whether arising under the United States, multinational
or foreign laws or otherwise, including without limitation, Copyrights,
Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses,
Trade Secrets, and Trade Secret Licenses, and the right to sue or otherwise
recover for any past, present and future infringement, dilution,
misappropriation, or other violation or impairment thereof, including the right
to receive all Proceeds therefrom, including without limitation license fees,
royalties, income, payments, claims, damages and proceeds of suit, now or
hereafter due and/or payable with respect thereto.

       

      “Intercreditor Agreement” shall
have the meaning assigned to such term in the recitals.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      “Investment Accounts” shall
mean the Collateral Account, Deposit Accounts, Securities Accounts and Commodity
Accounts.

       

      “Investment Related Property”
shall mean:  (a) all “investment property” (as such term is defined in
Article 9 of the UCC) and (b) all of the following (regardless of whether
classified as investment property under the UCC): all Pledged Debt, the
Investment Accounts and certificates of deposit.

       

      “Notes” shall mean the 83⁄8%
senior secured notes due 2015 in an aggregate principal amount of $240,000,000
issued pursuant to the Indenture, and any other senior secured notes issued from
time to time under the Indenture.

       

      “Officers’ Certificate” shall mean a certificate
with respect to compliance with a condition or covenant provided for in this Agreement, any other
Security Document or the Intercreditor Agreement signed on behalf of the
applicable Grantors by two officers of each such Grantor, one of whom must be
the principal executive officer, the principal financial officer, the treasurer
or the principal accounting officer, including (a) a statement that the Persons executing such certificate have read such covenant or
condition, (b) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate are based, (c) a statement that, in the opinion
of such Persons, they have made such examination or
investigation as is necessary to enable them to express an informed opinion as
to whether or not such covenant or condition has been satisfied, and (d) a statement as to whether or not, in the opinion
of such Persons, such condition or covenant has been
satisfied.

      


      “Patent Licenses” shall mean
all agreements, licenses and covenants providing for the granting of any right
in or to any Patent or otherwise providing for a covenant not to sue for
infringement or other violation of any Patent (whether such Grantor is licensee
or licensor thereunder) including, without limitation, each agreement required
to be listed in Schedule 5.2(II) under the heading “Patent Licenses” (as such
schedule may be amended or supplemented from time to time).

       

      “Patent Security Agreement”
shall mean each patent security agreement executed and delivered by the
applicable Grantors in substantially the form of Exhibit B.

       

       “Patents” shall mean all United
States and foreign patents and certificates of invention, or similar industrial
property rights, and applications for any of the foregoing, including, without
limitation: (a) each patent and patent application required to be listed in
Schedule 5.2(II) under the heading “Patents” (as such schedule may be amended or
supplemented from time to time), (b) all reissues, divisions, continuations,
continuations-in-part, extensions, renewals, and reexaminations thereof, (c) all
patentable inventions and improvements thereto, (d) the right to sue or
otherwise recover for any past, present and future infringement or other
violation thereof, (e) all Proceeds of the foregoing, including, without
limitation, license fees, royalties, income, payments, claims, damages, and
proceeds of suit now or hereafter due and/or payable with respect thereto, (f)
all payments and rights to payments arising out of the sale, lease, license,
assignment or other disposition thereof, and (g) all other rights of any kind
accruing thereunder or pertaining thereto throughout the world.

       

      “PGC” shall have the meaning
assigned to such term in the preamble.

       

      “PGL” shall have the meaning
assigned to such term in the preamble.

       

      “Pledge Supplement” shall mean
any supplement to this Agreement in substantially the form of Exhibit
A.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      “Pledged Debt” shall mean all
indebtedness for borrowed money owed to such Grantor, whether or not evidenced
by any Instrument, including, without limitation, all indebtedness described on
Schedule 5.2(I) under the heading “Pledged Debt” (as such schedule may be
amended or supplemented from time to time), issued by the obligors named
therein, the instruments, if any, evidencing any of the foregoing, and all
interest, cash, instruments and other property or proceeds from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of the foregoing.

       

      “Racing License” shall mean any
material license, material permit, material franchise or other material
authorization required to own, lease, operate or otherwise conduct racing
activities, including pari-mutuel wagering activities, of PGL and the Restricted
Subsidiaries, including, without limitation, all such licenses granted under the
Louisiana horse racing and off-track betting statutes and regulated by the
regulations promulgated pursuant to such statutes, and other applicable racing
laws, including all applicable liquor and tobacco permits.

       

      “Receivables” shall mean all
rights to payment, whether or not earned by performance, for goods or other
property sold, leased, licensed, assigned or otherwise disposed of, or services
rendered or to be rendered, including, without limitation all such rights
constituting or evidenced by any Account, Chattel Paper, Instrument, General
Intangible, Payment Intangible or Investment Related Property, together with all
of Grantor’s rights, if any, in any goods or other property giving rise to such
right to payment and all Collateral Support and Supporting Obligations related
thereto and all Receivables Records.

       

      “Receivables Records” shall
mean (a) all original copies of all documents, instruments or other writings or
electronic records or other Records evidencing the Receivables, (b) all books,
correspondence, credit or other files, Records, ledger sheets or cards,
invoices, and other papers relating to Receivables, including, without
limitation, all tapes, cards, computer tapes, computer discs, computer runs,
record keeping systems and other papers and documents relating to the
Receivables, whether in the possession or under the control of Grantor or any
computer bureau or agent from time to time acting for Grantor or otherwise, (c)
all evidences of the filing of UCC financing statements and the registration of
other instruments in connection therewith, and amendments, supplements or other
modifications thereto, notices to other creditors, secured parties or agents
thereof, and certificates, acknowledgments, or other writings, including,
without limitation, lien search reports, from filing or other registration
officers, (d) all credit information, reports and memoranda relating thereto and
(e) all other written or non-written forms of information related in any way to
the foregoing or any Receivable.

       

      “Secured Obligations” shall
have the meaning assigned to such term in Section 3.1.

       

      “Secured Parties” shall mean
the Collateral Agent, the Trustee and, at any relevant time, the holders of
Subordinated Lien Indebtedness at that time, including, without limitation, the
holders of Notes.

       

      “Securities” shall mean any stock, shares, partnership interests,
voting trust certificates, certificates of interest or participation in any
profit-sharing agreement or arrangement, options, warrants, bonds, debentures,
notes, or other evidences of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known as
“securities” or any certificates of interest, shares or participations in
temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the
foregoing.

       

      “Securities Act” shall mean the
Securities Act of 1933, as amended from time to time, and any successor
statute.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      “Senior Lien Administrative
Agent” shall have the meaning assigned to such term in the
recitals.

       

      “Senior Lien Credit Agreement”
shall have the meaning assigned to such term in the recitals.

       

      “Senior Lien Creditors” shall
have the meaning assigned to such term in the Intercreditor
Agreement.

       

      “Senior Lien Lenders” shall
have the meaning assigned to such term in the recitals.

       

      “Software Embedded in Goods”
shall mean, with respect to any Goods, any computer program embedded in Goods
and any supporting information provided in connection with a transaction
relating to the program if (a) the program is associated with the Goods in such
a manner that it customarily is considered part of the Goods or (b) by becoming
the owner of the Goods a Person acquires a right to use the program in
connection with the Goods.

       

      “Subordinated Lien
Indebtedness” shall have the meaning assigned to such term in the
Intercreditor Agreement.

       

      “Termination Date” shall mean
the earlier to occur of the date on which (a) all Secured Obligations have been
paid in full and (b) a “Legal Defeasance”, a “Covenant Defeasance” or a
satisfaction and discharge of the Indenture shall have occurred in accordance
with Article VIII thereof.

       

      “Trade Secret Licenses” shall
mean any and all agreements providing for the granting of any right in or to
Trade Secrets (whether such Grantor is licensee or licensor thereunder)
including, without limitation, each agreement required to be listed in Schedule
5.2(II) under the heading “Trade Secret Licenses” (as such schedule may be
amended or supplemented from time to time).

       

      “Trade Secrets” shall mean all
trade secrets and all other confidential or proprietary information and know-how
whether or not the foregoing has been reduced to a writing or other tangible
form, including all documents and things embodying, incorporating, or referring
in any way to the foregoing, and with respect to any and all of the foregoing:
(a) the right to sue or otherwise recover for any past, present and future
misappropriation or other violation thereof, (b) all Proceeds of the foregoing,
including, without limitation, license fees, royalties, income, payments,
claims, damages, and proceeds of suit now or hereafter due and/or payable with
respect thereto, and (c) all other rights of any kind accruing thereunder or
pertaining thereto throughout the world.

       

      “Trademark Licenses” shall mean
any and all agreements, licenses and covenants providing for the granting of any
right in or to any Trademark or otherwise providing for a covenant not to sue
for infringement, dilution or other violation of any Trademark or permitting
co-existence with respect to a Trademark (whether such Grantor is licensee or
licensor thereunder) including, without limitation, each agreement required to
be listed in Schedule 5.2(II) under the heading “Trademark Licenses” (as such
schedule may be amended or supplemented from time to time).

       

      “Trademark Security Agreement”
shall mean each trademark security agreement executed and delivered by the
applicable Grantors in substantially the form of Exhibit C.

       

       “Trademarks” shall mean all
United States, and foreign trademarks, trade names, trade dress, corporate
names, company names, business names, fictitious business names, Internet domain
names, service marks, certification marks, collective marks, logos, other source
or business identifiers, designs and general intangibles of a like nature,
whether or not registered, and with respect to any and all of the foregoing:
(a) all registrations and applications therefor including, without limitation,
the registrations and applications required to be listed in Schedule 5.2(II)
under the heading “Trademarks”(as such schedule may be amended or supplemented
from time to time), (b) all extensions or renewals of any of the foregoing, (c)
all of the goodwill of the business connected with the use of and symbolized by
any of the foregoing, (d) the right to sue or otherwise recover for any past,
present and future infringement, dilution or other violation of any of the
foregoing or for any injury to the related goodwill, (e) all Proceeds of the
foregoing, including, without limitation, license fees, royalties, income,
payments, claims, damages, and proceeds of suit now or hereafter due and/or
payable with respect thereto, (f) all payments and rights to payments arising
out of the sale, lease, license, assignment or other disposition thereof, and
(g) all other rights of any kind accruing thereunder or pertaining thereto
throughout the world.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      “Trustee” shall have the
meaning assigned to such term in the recitals.

       

      “UCC” shall mean the Uniform
Commercial Code as in effect from time to time in the State of New York; provided, however, that in the
event that, by reason of mandatory provisions of law, any or all of the
perfection or priority of, or remedies with respect to, any Collateral is
governed by the Uniform Commercial Code as enacted and in effect in a
jurisdiction other than the State of New York, the term “UCC” shall mean the
Uniform Commercial Code as enacted and in effect in such other jurisdiction
solely for purposes of the provisions hereof relating to such perfection,
priority or remedies.

       

      “United States” shall mean the
United States of America.

       

      
        	
                1.2  

              	
                Definitions;
      Interpretation

              


      

       

      (a) In this
Agreement, the following capitalized terms shall have the meaning given to them
in the UCC (and, if defined in more than one Article of the UCC, shall have the
meaning given in Article 9 thereof): Account, Account Debtor, As-Extracted
Collateral, Bank, Certificated Security, Chattel Paper, Consignee, Consignment,
Consignor, Commercial Tort Claims, Commodity Account, Commodity Contract,
Commodity Intermediary, Deposit Account, Document, Entitlement Order, Equipment,
Electronic Chattel Paper, Farm Products, Fixtures, General Intangibles, Goods,
Health-Care-Insurance Receivable, Instrument, Inventory, Letter of Credit Right,
Manufactured Home, Money, Payment Intangible, Proceeds, Record, Securities
Account, Securities Intermediary, Security Certificate, Security Entitlement,
Supporting Obligations, Tangible Chattel Paper and Uncertificated
Security.

       

      (b) All other
capitalized terms used herein (including the preamble and recitals hereto) and
not otherwise defined herein shall have the meanings ascribed thereto in the
Indenture.  Any of the terms defined herein may, unless the context
otherwise requires, be used in the singular or the plural, depending on the
reference.  References herein to any Section, Appendix, Schedule or
Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the
case may be, hereof unless otherwise specifically provided.  The use
herein of the word “include” or “including”, when following any general
statement, term or matter, shall not be construed to limit such statement, term
or matter to the specific items or matters set forth immediately following such
word or to similar items or matters, whether or not non-limiting language (such
as “without limitation” or “but not limited to” or words of similar import) is
used with reference thereto, but rather shall be deemed to refer to all other
items or matters that fall within the broadest possible scope of such general
statement, term or matter.  The terms lease and license shall include
sub-lease and sub-license, respectively.  If any conflict or
inconsistency exists between this Agreement and the Indenture, the Indenture
shall govern.  All references herein to provisions of the UCC shall
include all successor provisions under any subsequent version or amendment to
any Article of the UCC.

       

      
        	
                SECTION
      2.  

              	
                GRANT
      OF SECURITY.

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
        	
                2.1  

              	
                Grant
      of Security

              


      

       

      .  Each
Grantor hereby grants to the Collateral Agent, for the benefit of the Secured
Parties, a security interest in and continuing lien on all of such Grantor’s
right, title and interest in, to and under all personal property of such Grantor
including, but not limited to the following, in each case whether now or
hereafter existing or in which any Grantor now has or hereafter acquires an
interest and wherever the same may be located (all of which being hereinafter
collectively referred to as the “Collateral”):

       

      (a) Accounts;

       

      (b) Chattel
Paper;

       

      (c) Documents;

       

      (d) General
Intangibles;

       

      (e) Goods
(including, without limitation, Software Embedded in Goods);

       

      (f) Inventory
and Equipment (including, without limitation, Gaming Equipment);

       

      (g) Instruments;

       

      (h) Insurance;

       

      (i) Intellectual
Property;

       

      
        	
                (j)  

              	
                Investment
      Related Property (including, without limitation, Deposit
      Accounts);

              


      

       

      
        	
                (k)  

              	
                judgments;

              


      

       

      (l) Letter of
Credit Rights;

       

      (m) Money;

       

      (n) Receivables
and Receivable Records;

       

      (o) Commercial
Tort Claims now or hereafter described on Schedule 5.2;

       

      (p) Assigned
Agreements, including, without limitation, (i) all rights of such Grantor to
receive moneys due and to become due under or pursuant to the Assigned
Agreements, (ii) all rights of such Grantor to receive proceeds of any
insurance, bond, indemnity, warranty or guaranty with respect to the Assigned
Agreements, (iii) all claims of such Grantor for damages arising out of or
for breach of or default under the Assigned Agreements and (iv) all rights
of such Grantor to terminate, amend, supplement, modify or waive performance
under the Assigned Agreements, to perform thereunder and to compel performance
and otherwise to exercise all remedies thereunder;

       

      (q) to the
extent not otherwise included above, all other personal property of any kind and
all Collateral Records, Collateral Support and Supporting Obligations relating
to any of the foregoing; and

       

      (r) to the
extent not otherwise included above, all Proceeds, products, accessions, rents
and profits of or in respect of any of the foregoing.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
        	
                2.2  

              	
                Certain
      Limited Exclusion.  Notwithstanding anything herein to the
      contrary, in no event shall the Collateral include, or the security
      interest granted under Section 2.1 hereof attach to, any Excluded
      Asset.

              


      

       

      
               2.3  
Intercreditor Agreement.  Notwithstanding anything herein to the contrary, the
Lien and security interest granted to the Collateral Agent pursuant to this
Agreement and the exercise of any right or remedy by the Collateral Agent
hereunder are subject to the provisions of the Intercreditor Agreement at any
time when any Credit Facility Indebtedness exists that has not been Fully
Paid.  In the event of any conflict between the terms of the
Intercreditor Agreement and this Agreement, the terms of the Intercreditor
Agreement shall govern and control.  It is hereby expressly understood
that any covenant of any Grantor contained herein to (a) deliver Collateral to
the Collateral Agent, (b) comply with any instruction of the Collateral Agent
with respect to the Collateral or (c) take steps to better the quality of
perfection of the Collateral Agent in, or cause the Collateral Agent to have
Control over, any of the Collateral shall be expressly subject to the terms of
the Intercreditor Agreement at any time when any Credit Facility Indebtedness
exists that has not been Fully Paid, and it is further understood that the
failure of any Grantor to comply with the terms and conditions hereof shall not
cause any Default or Event of Default if such compliance would have been
inconsistent with the Intercreditor Agreement.

      

      
      

       

      
        	
                SECTION
      3.  

              	
                SECURITY
      FOR OBLIGATIONS; GRANTORS REMAIN
LIABLE.

              


      

       

             3.1   Security for
Obligations.  This
Agreement secures, and the Collateral is collateral security for, the prompt and
complete payment or performance in full when due, whether at stated maturity, by
required redemption, by prepayment, declaration, acceleration, demand or
otherwise (including the payment of amounts that would become due but for the
operation of the automatic stay under Section 362(a) of the Bankruptcy Law, 11
U.S.C. §362(a) (and any successor provision thereof)), of all Subordinated Lien
Indebtedness (collectively, the “Secured
Obligations”).

       

             3.2   Continuing Liability Under
Collateral.   Notwithstanding
anything herein to the contrary, (a) each Grantor shall remain
liable for all obligations under the Collateral and nothing contained herein is
intended or shall be a delegation of duties to the Collateral Agent or any other
Secured Party, (b) each Grantor shall remain liable under each of the Assigned
Agreements constituting Collateral to perform all of the obligations undertaken
by it thereunder all in accordance with and pursuant to the terms and provisions
thereof, and neither the Collateral Agent nor any other Secured Party shall have
any obligation or liability under any of such agreements by reason of or arising
out of this Agreement or any other document related thereto nor shall the
Collateral Agent nor any other Secured Party have any obligation to make any
inquiry as to the nature or sufficiency of any payment received by it or have
any obligation to take any action to collect or enforce any rights under any
Assigned Agreement constituting Collateral, and (c) the exercise by the
Collateral Agent of any of its rights hereunder shall not release any Grantor
from any of its duties or obligations under the Assigned Agreements constituting
Collateral.

       

      
        	
                SECTION
      4.  

              	
                CERTAIN
      PERFECTION REQUIREMENTS

              


      

       

      
        	
                4.1  

              	
                Delivery
      Requirements.

              


      

       

      (a) With
respect to any Certificated Security constituting Collateral, each Grantor shall
deliver to the Collateral Agent or the Senior Lien Administrative Agent, as
applicable, in accordance with the Intercreditor Agreement, the Security
Certificate(s) evidencing such Certificated Security duly indorsed by an
effective indorsement (within the meaning of Section 8-107 of the UCC), or
accompanied by share transfer powers or other instruments of transfer duly
endorsed by such an effective endorsement, in each case, to the Collateral Agent
or the Senior Lien Administrative Agent, as applicable, in accordance with the
Intercreditor Agreement, or in blank.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      (b) With
respect to any Instruments or Tangible Chattel Paper constituting Collateral,
each Grantor shall deliver to the Collateral Agent or the Senior Lien
Administrative Agent, as applicable, in accordance with the Intercreditor
Agreement, all such Instruments or Tangible Chattel Paper to the Collateral
Agent duly indorsed in blank.

       

      
        	
                4.2  

              	
                Control
      Requirements.

              


      

       

      (a) With
respect to any Deposit Account, Securities Account, Security Entitlement,
Commodity Account and Commodity Contract constituting Collateral, each Grantor
shall ensure that the Collateral Agent has Control thereof (subject to the terms
of the Intercreditor Agreement); provided, however, that such Control
requirement shall not apply to (i) Deposit Accounts or Securities Accounts
(other than the Collateral Account) constituting Collateral with a value of less
than, or having funds or other assets credited thereto with a value of less
than, $250,000 in the aggregate at any time and (ii) for the 30-day period
following the date hereof, that certain checking account number 2783669308
maintained with American Trust & Savings Bank to cash collateralize that
certain letter of credit issued by American Trust & Savings Bank in the
stated amount of $744,000.00 and in favor of the Iowa Racing and Gaming
Commission for the account of DJW; provided that in no
event shall an amount in excess of $744,000 be credited to such cash collateral
account at any time.  With respect to any such Securities Account or
Securities Entitlement, such Control shall be accomplished by the applicable
Grantor(s) causing the Securities Intermediary maintaining such Securities
Account or Security Entitlement to enter into an agreement with such Grantor(s)
and the Collateral Agent in form and substance reasonably satisfactory to the
Collateral Agent, pursuant to which the Securities Intermediary shall agree to
comply with the Entitlement Orders of the Collateral Agent (subject to the terms
of the Intercreditor Agreement), without further consent by such
Grantor(s).  With respect to any such Deposit Account, each applicable
Grantor shall cause the depositary institution maintaining such account to enter
into an agreement with such Grantor(x) and the Collateral Agent, pursuant to
which the Bank shall agree to comply with the Collateral Agent’s instructions
with respect to disposition of funds in the Deposit Account without further
consent by such Grantor (subject to the terms of the Intercreditor
Agreement).  With respect to any such Commodity Account or Commodity
Contract, each Grantor shall cause the Collateral Agent to have Control over
such Commodity Account or Commodity Contract (subject to the terms of the
Intercreditor Agreement), in a manner reasonably acceptable to the Collateral
Agent.

       

      (b) With
respect to any Uncertificated Security constituting Collateral (other than any
such Uncertificated Security credited to a Securities Account), each Grantor
shall cause the issuer of such Uncertificated Security to either (i) register
the Collateral Agent or the Senior Lien Administrative Agent, as applicable, in
accordance with the Intercreditor Agreement, as the registered owner thereof on
the books and records of the issuer or (ii) execute an agreement with such
Grantor and the Collateral Agent in form and substance reasonably satisfactory
to the Collateral Agent, pursuant to which such issuer agrees to comply with the
instructions of the Collateral Agent (subject to the terms of the Intercreditor
Agreement), with respect to such Uncertificated Security without further consent
by such Grantor.

       

      (c) With
respect to any Letter of Credit Right constituting Collateral (other than any
Letter of Credit Right constituting a Supporting Obligation for a Receivable in
which the Collateral Agent has a valid and perfected security interest), each
Grantor shall ensure that Collateral Agent has Control thereof (subject to the
terms of the Intercreditor Agreement) by obtaining the written consent of each
issuer of each related letter of credit to the assignment of the proceeds of
such letter of credit to the Collateral Agent (subject to the terms of the
Intercreditor Agreement).

       

      (d) With
respect any Electronic Chattel Paper or “transferable record”(as that term is
defined in Section 201 of the Federal Electronic Signatures in Global and
National Commerce Act or in Section 16 of the Uniform Electronic Transactions
Act as in effect in any relevant jurisdiction) constituting Collateral, Grantor
shall ensure that the Collateral Agent has Control thereof (subject to the terms
of the Intercreditor Agreement).

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      
        	
                4.3  

              	
                Intellectual
      Property Recording Requirements.

              


      

       

      (a) In the
case of any Collateral (whether now owned or hereafter acquired) consisting of
issued U.S. Patents and applications therefor, each Grantor shall execute and
deliver to the Collateral Agent a Patent Security Agreement (or a supplement
thereto) covering all such Patents in appropriate form for recordation with the
U.S. Patent and Trademark Office with respect to the security interest of the
Collateral Agent.

       

      (b) In the
case of any Collateral (whether now owned or hereafter acquired) consisting of
registered U.S. Trademarks and applications therefor, each Grantor shall execute
and deliver to the Collateral Agent a Trademark Security Agreement (or a
supplement thereto) covering all such Trademarks in appropriate form for
recordation with the U.S. Patent and Trademark Office with respect to the
security interest of the Collateral Agent.

       

      (c) In the
case of any Collateral (whether now owned or hereafter acquired) consisting of
registered U.S. Copyrights and exclusive Copyright Licenses in respect of
registered U.S. Copyrights for which any Grantor is the licensee, each Grantor
execute and deliver to the Collateral Agent a Copyright Security Agreement (or a
supplement thereto) covering all such Copyrights and Copyright Licenses in
appropriate form for recordation with the U.S. Copyright Office with respect to
the security interest of the Collateral Agent.

       

      
        	
                4.4  

              	
                Timing
      and Notice

              


      

       

      .  With
respect to any Collateral in existence on the date hereof, each Grantor shall
comply with the requirements of Section 4 on the date hereof and with respect to
any Collateral hereafter owned or acquired, such Grantor shall comply with such
requirements within 10 Business Days of such Grantor acquiring rights
therein.  Each Grantor shall promptly inform the Collateral Agent of
its acquisition of any Collateral for which any action is required by Section 4
hereof (including, for the avoidance of doubt, the filing of any applications
for, or the issuance or registration of, any Patents, Trademarks or Copyrights,
which shall be obligations of the Grantors).

       

      
        	
                SECTION
      5.  

              	
                REPRESENTATIONS
      AND WARRANTIES.

              


      

       

      Each
Grantor hereby represents and warrants, on and as of the date hereof,
that:

       

      
        	
                5.1  

              	
                Grantor
      Information and Status.

              


      

       

      (a) Schedule
5.1(A) and 5.1(B) (as such schedule may be amended or supplemented from time to
time) sets forth under the appropriate headings:  (i) the full legal
name of such Grantor, (ii) all trade names or other names under which such
Grantor currently conducts business, (iii) the type of organization of such
Grantor, (iv) the jurisdiction of organization of such Grantor, (v) its
organizational identification number, if any, and (vi) the jurisdiction where
the chief executive office or its sole place of business (or the principal
residence if such Grantor is a natural person) is located.

       

      (b) Except as
provided on Schedule 5.1(C), such Grantor has not changed its name, jurisdiction
of organization, chief executive office or sole place of business (or principal
residence if such Grantor is a natural person) or its corporate structure in any
way (e.g., by merger, consolidation, change in corporate form or otherwise) and
has not done business under any other name, in each case, within the past five
years.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      (c) Except as
set forth on Schedule 5.1(D), such Grantor has not within the last five years
become bound (whether as a result of merger or otherwise) as debtor under a
security agreement entered into by another Person, which has not heretofore been
terminated.

       

      (d) Such
Grantor has been duly organized and is validly existing as an entity of the type
as set forth opposite such Grantor’s name on Schedule 5.1(A) solely under the
laws of the jurisdiction as set forth opposite such Grantor’s name on Schedule
5.1(A) and remains duly existing as such.  Such Grantor has not filed
any certificates of dissolution or liquidation, any certificates of
domestication, transfer or continuance in any other jurisdiction.

       

      (e) Such
Grantor is not a “transmitting utility” (as defined in Section 9-102(a)(80) of
the UCC).

       

      
        	
                5.2  

              	
                Collateral
      Identification, Special Collateral.

              


      

       

      (a) Schedule
5.2 (as such schedule may be amended or supplemented from time to time) sets
forth under the appropriate headings all of such Grantor’s: (i) Pledged Debt,
(ii) Securities Accounts, (iii) Deposit Accounts, (iv) Commodity Contracts and
Commodity Accounts, (v) United States and foreign registrations and issuances of
and applications for Patents, Trademarks, and Copyrights owned by such Grantor,
(vi) Patent Licenses, Trademark Licenses, Trade Secret Licenses and Copyright
Licenses, (vii) Commercial Tort Claims, (viii) Letter of Credit Rights, (ix) the
name and address of any warehouseman, bailee or other third party in possession
of any Inventory, Equipment (including, without limitation, Gaming Equipment)
and other tangible personal property, and (x) judgments in favor thereof, in
each case, constituting Collateral.

       

      (b) None of
the Collateral constitutes, or is the Proceeds of, (i) Farm Products, (ii)
As-Extracted Collateral, (iii) Manufactured Homes, (iv) Health-Care-Insurance
Receivables, or (v) timber to be cut.  No material portion of the
Collateral consists of goods subject to a certificate of title statute of any
jurisdiction.

       

      (c) All
information supplied by such Grantor with respect to any of the Collateral (in
each case taken as a whole with respect to any particular Collateral) is
accurate and complete in all material respects.

       

      (d) Not more
than 10% of the value of all personal property constituting Collateral is
located in any country other than the United States.

       

      
        	
                5.3  

              	
                Ownership
      of Collateral and Absence of Other
Liens.

              


      

       

      (a) Such
Grantor owns the Collateral purported to be owned by it or otherwise has the
rights it purports to have in each item of Collateral and, as to all Collateral
whether now existing or hereafter acquired, developed or created (including by
way of lease or license), will continue to own or have such rights in each item
of the Collateral (except as otherwise not prohibited by the Indenture), in each
case free and clear of any and all Liens, rights or claims of all other Persons,
including, without limitation, liens arising as a result of such Grantor
becoming bound (as a result of merger or otherwise) as debtor under a security
agreement entered into by another Person other than, in the case of priority
only, any Permitted Liens.

       

      (b) Other
than any UCC financing statements filed in favor of the Collateral Agent, no
effective UCC financing statement, fixture filing or other instrument similar in
effect under any applicable law covering all or any part of the Collateral is on
file in any filing or recording office except for (i) UCC financing statements
for which duly authorized proper termination statements have been delivered to a
reputable filing service with irrevocable instructions for filing and (ii) UCC
financing statements filed in connection with Permitted Liens.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      (c) Other
than (i) the Collateral Agent, subject to the terms of the Intercreditor
Agreement, (ii) the First Collateral Agent or (iii) any automatic control in
favor of a Bank, Securities Intermediary or Commodity Intermediary maintaining a
Deposit Account, Securities Account or Commodity Contract, no Person is in
Control of any Collateral with respect to which a Lien thereon can only be
perfected, or the priority of which Lien may be enhanced, by causing a secured
party to have Control thereof.

       

      
        	
                5.4  

              	
                Status
      of Security Interest.

              


      

       

      (a) Upon the
filing of UCC financing statements naming such Grantor as “debtor” and the
Collateral Agent as “secured party” and describing the Collateral in the filing
offices set forth opposite such Grantor’s name on Schedule 5.4 hereof (as such
schedule may be amended or supplemented from time to time), the security
interest of the Collateral Agent in all Collateral that can be perfected by the
filing of a financing statement under the UCC as in effect in any applicable
jurisdiction will constitute a valid, perfected, first priority Lien subject in
the case of priority only, to any Permitted Liens.  To the extent
required under Section 4.2, the Collateral Agent has valid and enforceable
Control agreements with each depositary institution and Securities Intermediary
maintaining a Deposit Account or Securities Account, as applicable, constituting
Collateral of, or on behalf of, each applicable Grantor.  Each
agreement purporting to give the Collateral Agent Control over any Collateral
with respect to which a Lien thereon can only be perfected, or the priority of
which Lien may be enhanced, by causing a secured party to have Control thereof
is effective to establish the Collateral Agent’s Control of the Collateral
subject thereto (subject to the terms of the Intercreditor
Agreement).

       

      (b) To the
extent perfection or priority of the security interest therein is not subject to
Article 9 of the UCC, upon recordation of the security interests granted
hereunder in Patents, Trademarks, Copyrights and exclusive Copyright Licenses
constituting Collateral in the applicable intellectual property registries,
including but not limited to the United States Patent and Trademark Office and
the United States Copyright Office, the security interests granted to the
Collateral Agent hereunder shall constitute valid, perfected, first priority
Liens (subject, in the case of priority only, to Permitted Liens).

       

      (c) No
authorization, consent, approval or other action by, and no notice to or filing
with, any Governmental Authority or Gaming Authority or any other Person is
required for either (i) the pledge or grant by such Grantor of the Liens
purported to be created in favor of the Collateral Agent hereunder or (ii) the
exercise by the Collateral Agent of any rights or remedies in respect of any
Collateral (whether specifically granted or created hereunder or created or
provided for by applicable law), except (A) for the filings contemplated by
clause (a) above, (B) as may be required, in connection with the disposition of
any Investment Related Property constituting Collateral, by laws generally
affecting the offering and sale of Securities, and (C) as may be required under
applicable Gaming Laws in connection with the exercise by the Collateral Agent
of any rights or remedies in respect of any Collateral (whether specifically
granted or created hereunder or created or provided for by applicable
law).

       

      (d) Such
Grantor is in compliance with its obligations under Section 4
hereof.

       

      
        	
                5.5  

              	
                Goods
      and Receivables.

              


      

       

      (a) Each
Receivable constituting Collateral (i) is and will be the legal, valid and
binding obligation of the Account Debtor in respect thereof, representing an
unsatisfied obligation of such Account Debtor, (ii) is and will be enforceable
in accordance with its terms, (iii) is not and will not be subject to any
credits, rights of recoupment, setoffs, defenses, taxes, counterclaims (except
with respect to refunds, returns and allowances in the ordinary course of
business with respect to damaged merchandise) and (iv) is and will be in
compliance with all applicable laws, whether federal, state, local or
foreign.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      (b) None of
the Account Debtors in respect of any Receivable constituting Collateral is the
government of the United States, any agency or instrumentality thereof, any
state or municipality or any foreign sovereign.  No such Receivable
requires the consent of the Account Debtor in respect thereof in connection with
the security interest hereunder, except any consent which has been
obtained.

       

      (c) Any Goods
now or hereafter produced by such Grantor constituting Collateral have been and
will be produced in compliance with the requirements of the Fair Labor Standards
Act, as amended, and the rules and regulations promulgated
thereunder.

       

      (d) Other
than any Inventory in transit or Equipment in transit or that is being serviced,
repaired or subject to modifications in the ordinary course of business of such
Grantor, all of the Equipment (including Gaming Equipment) and Inventory
constituting Collateral is located only at the locations specified in Schedule
5.5 (as such schedule may be amended or supplemented from time to
time).

       

      
        	
                5.6  

              	
                Pledged
      Debt.

              


      

       

      (a) All of
the Pledged Debt owned by such Grantor has been duly authorized, authenticated
or issued, and is the legal, valid and binding obligation of the issuers thereof
and is not in default.  None of the Pledged Debt is evidenced by an
Instrument or Certificated Security.

       

      (b) All of
the Pledged Debt owned by such Grantor constitutes all of the issued and
outstanding intercompany Indebtedness owing to such Grantor.

       

      
        	
                5.7  

              	
                Intellectual
      Property.

              


      

       

      (a) Such
Grantor is the sole and exclusive owner of the entire right, title, and interest
in and to all Intellectual Property listed on Schedule 5.2(II) (as such schedule
may be amended or supplemented from time to time), and owns or has the valid
right to use and, where Grantor does so, sublicense others to
use,  all other Intellectual Property used in or necessary to conduct
its business, free and clear of all Liens, claims, and licenses, except for, in
the case of priority only, Permitted Liens and the licenses set forth on
Schedule 5.2(II) (as such schedule may be amended or supplemented from time to
time).

       

      (b) All
Intellectual Property of such Grantor is subsisting and has not been adjudged
invalid or unenforceable, in whole or in part, nor, in the case of Patents, is
any of the Intellectual Property the subject of a reexamination proceeding, and
such Grantor has performed all acts and has paid all renewal, maintenance, and
other fees and taxes required to maintain each and every registration and
application of Copyrights, Patents and Trademarks of such Grantor in full force
and effect.

       

      (c) No
holding, decision, ruling, or judgment has been rendered in any action or
proceeding before any court or administrative authority challenging the
validity, enforceability, or scope of, or such Grantor’s right to register, own
or use, any Intellectual Property of such Grantor, and no such action or
proceeding is pending or, to the best of such Grantor’s knowledge,
threatened.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      (d) All
registrations, issuances and applications for Copyrights, Patents and Trademarks
of such Grantor are standing in the name of such Grantor, and none of the
Trademarks, Patents, Copyrights or Trade Secrets owned by such Grantor has been
licensed by such Grantor to any Affiliate or third party, except as disclosed in
Schedule 5.2(II) (as such schedule may be amended or supplemented from time to
time), and all exclusive Copyright Licenses have been properly recorded in the
U.S. Copyright Office.

       

      (e) All
Copyrights owned by such Grantor have been registered with the United States
Copyright Office or, where appropriate, any foreign counterpart.

       

      (f) Such
Grantor has not made a previous assignment, sale, transfer, exclusive license,
or similar arrangement constituting a present or future assignment, sale,
transfer, exclusive license or similar arrangement of any Intellectual Property
that has not been terminated or released.

       

      (g) Such
Grantor has been using appropriate statutory notice of registration in
connection with its use of registered Trademarks, proper marking practices in
connection with its use of Patents, and appropriate notice of copyright in
connection with the publication of Copyrights.

       

      (h) Such
Grantor has taken commercially reasonable steps to protect the confidentiality
of its Trade Secrets in accordance with industry standards.

       

      (i) Such
Grantor controls the nature and quality of all products sold and all services
rendered under or in connection with all Trademarks of such Grantor, in each
case consistent with industry standards, and has taken all action necessary to
insure that all licensees of the Trademarks owned by such Grantor comply with
such Grantor’s standards of quality.

       

      (j) The
conduct of such Grantor’s business does not infringe, misappropriate, dilute or
otherwise violate any Intellectual Property right of any other
Person.  No claim has been made that the use of any Intellectual
Property owned or used by such Grantor (or any of its respective licensees)
infringes, misappropriates, dilutes or otherwise violates the asserted rights of
any other Person, and no demand that such Grantor enter into a license or
co-existence agreement has been made but not resolved.

       

      (k) No
contract prohibits assignment or requires consent of or notice to any Person in
connection with the collateral assignment to the Collateral Agent hereunder of
any Intellectual Property constituting Collateral, except such as has been given
or made.

       

      (l) To the
best of such Grantor’s knowledge, no Person is infringing, misappropriating,
diluting or otherwise violating any rights in any Intellectual Property
constituting Collateral owned, licensed or used by such Grantor, or any of its
respective licensees; and

       

      (m) No
settlement or consents, covenants not to sue, co-existence agreements,
non-assertion assurances, or releases have been entered into by such Grantor or
bind such Grantor in a manner that could adversely affect such Grantor’s rights
to own, license or use any Intellectual Property constituting
Collateral.

       

      
        	
                SECTION
      6.  

              	
                COVENANTS
      AND AGREEMENTS.

              


      

       

      Each
Grantor hereby covenants and agrees that:

       

      
      

            6.1   Grantor Information and Status. 
Without
limiting any prohibitions or restrictions on mergers or other transactions set
forth in the Indenture and the other Indenture Documents, it shall not change
such Grantor’s name, identity, corporate structure (e.g. by merger,
consolidation, change in corporate form or otherwise), sole place of business
(or principal residence if such Grantor is a natural person), chief executive
office, type of organization or jurisdiction of organization or establish any
trade names unless it shall have (a) notified the Collateral Agent in writing at
least 30 days prior to any such change or establishment, identifying such new
proposed name, identity, corporate structure, sole place of business (or
principal residence if such Grantor is a natural person), chief executive
office, jurisdiction of organization or trade name and providing such other
information in connection therewith as the Collateral Agent may reasonably
request and (b) taken all actions necessary or advisable to maintain the
continuous validity, perfection and the same or better priority of the
Collateral Agent’s security interest in the Collateral granted or intended to be
granted and agreed to hereby, which in the case of any merger or other change in
corporate structure shall include, without limitation, executing and delivering
to the Collateral Agent a completed Pledge Supplement together with all
Supplements to Schedules thereto, upon completion of such merger or other change
in corporate structure confirming the grant of the security interest
hereunder.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      
        	
                6.2  

              	
                Collateral
      Identification; Special Collateral.

              


      

       

      (a) In the
event that it hereafter acquires any Collateral of a type described in Section
5.2(b) hereof, it shall promptly notify the Collateral Agent thereof in writing
and take such actions and execute such documents and make such filings all at
such Grantor’s expense as may be necessary or as the Collateral Agent may
reasonably request in order to ensure that the Collateral Agent has a valid,
perfected, first priority security interest in such Collateral, subject, in the
case of priority only, to any Permitted Liens.

       

      (b) In the
event that it hereafter acquires or has any Commercial Tort Claim, it shall
deliver to the Collateral Agent a completed Pledge Supplement together with all
Supplements to Schedules thereto, identifying such new Commercial Tort Claim and
take such other actions or make any filings as may be necessary to cause the
Collateral Agent to have a valid, perfected, first priority security interest in
such Collateral, subject, in the case of priority only, to any Permitted
Liens.

       

      
        	
                6.3  

              	
                Ownership
      of Collateral and Absence of Other
Liens.

              


      

       

      (a) Except
for the security interest created by this Agreement, it shall not create or
suffer to exist any Lien upon or with respect to any of the Collateral, other
than Permitted Liens, and such Grantor shall defend the Collateral against all
Persons (other than, solely with respect to such Permitted Liens, Persons
holding Permitted Liens thereon) at any time claiming any interest
therein.

       

      (b) Upon such
Grantor or any officer of such Grantor obtaining knowledge thereof, it shall
promptly notify the Collateral Agent in writing of any event that may have a
material adverse effect on the value of the Collateral or any portion thereof,
the ability of such Grantor or the Collateral Agent to dispose of the Collateral
or any portion thereof, or the rights and remedies of the Collateral Agent in
relation thereto, including, without limitation, the levy of any legal process
against the Collateral or any portion thereof.

       

      (c) Such
Grantor shall not sell, transfer or assign (by operation of law or otherwise) or
exclusively license to another Person any Collateral except as otherwise not
prohibited by the Indenture and the other Indenture Documents.

       

      
        	
                6.4  

              	
                Status
      of Security Interest.

              


      

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      (a) Subject
to the limitations set forth in Section 6.4(b), such Grantor shall maintain the
security interest of the Collateral Agent hereunder in all Collateral as valid,
perfected, first priority Liens (subject, in the case of priority only, to
Permitted Liens).

       

      (b) Notwithstanding
the foregoing, no Grantor shall be required to take any action to perfect any
Lien on any Collateral that can only be perfected by (i) Control or (ii) foreign
filings with respect to Intellectual Property, in each case except as and to the
extent specified in Section 4 hereof.

       

      
        	
                6.5  

              	
                Goods
      and Receivables.

              


      

       

      (a) Such
Grantor shall not deliver any Document evidencing any Equipment (including
Gaming Equipment) and Inventory constituting Collateral to any Person other than
the issuer of such Document to claim the Goods evidenced therefor and the
Collateral Agent or the Senior Lien Administrative Agent, as applicable, in
accordance with the Intercreditor Agreement.

       

      (b) If any
Equipment (including Gaming Equipment) or Inventory constituting Collateral is
in possession or control of any warehouseman, bailee or other third party (other
than a Consignee under a Consignment for which such Grantor is the Consignor or
the Senior Lien Administrative Agent, subject to the terms of the Intercreditor
Agreement) (other than any Inventory in transit or Equipment in transit or that
is being serviced, repaired or subject to modifications in the ordinary course
of business of such Grantor), such Grantor shall notify the third party of the
Collateral Agent’s security interest and obtaining an acknowledgment from the
third party that it is holding such Equipment (including Gaming Equipment) and
Inventory for the benefit of the Collateral Agent and will permit the Collateral
Agent to have access to such Equipment (including Gaming Equipment) and
Inventory for purposes of inspecting such Collateral or, following the
occurrence and during the continuance of an Event of Default, subject to the
terms of the Intercreditor Agreement, to remove same from such premises if the
Collateral Agent so elects; and with respect to any Goods constituting
Collateral subject to a Consignment for which such Grantor is the Consignor,
such Grantor shall file appropriate UCC financing statements against the
Consignee and take such other action as may be necessary to ensure that the
Grantor has a first priority perfected security interest in such
Goods.

       

      (c) Such
Grantor shall keep, to the extent constituting Collateral, all Equipment
(including Gaming Equipment), Inventory and any Documents evidencing any
Equipment (including Gaming Equipment) and Inventory (other than any Inventory
in transit or Equipment in transit or that is being serviced, repaired or
subject to modifications in the ordinary course of business of such Grantor) in
the locations specified on Schedule 5.5 (as such schedule may be amended or
supplemented from time to time) unless it shall have notified the Collateral
Agent in writing, by executing and delivering to the Collateral Agent a
completed Pledge Supplement, together with all Supplements to Schedules thereto,
at least 30 days prior to any change in locations, identifying such new
locations and providing such other information in connection therewith as the
Collateral Agent may reasonably request.

       

      (d) Such
Grantor shall keep and maintain at its own cost and expense satisfactory and
complete records of the Receivables constituting Collateral, including, but not
limited to, the originals of all documentation with respect to all Receivables
and records of all payments received and all credits granted on the Receivables,
all merchandise returned and all other dealings therewith.

       

      (e) Other
than in the ordinary course of business (i) such Grantor shall not amend,
modify, terminate or waive any provision of any Receivable in any manner which
could reasonably be expected to have a material adverse effect on the value of
such Receivable; and (ii) following and during the continuance of an Event of
Default, subject to the terms of the Intercreditor Agreement, such Grantor shall
not (w) grant any extension or renewal of the time of payment of any Receivable,
(x) compromise or settle any dispute, claim or legal proceeding with respect to
any Receivable for less than the total unpaid balance thereof, (y) release,
wholly or partially, any Person liable for the payment thereof, or (z) allow any
credit or discount thereon.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      (f) The
Collateral Agent shall at any time following the occurrence and during the
continuance of an Event of Default have the right, subject to the terms of the
Intercreditor Agreement, to notify, or require any Grantor to notify, any
Account Debtor of the Collateral Agent’s security interest in the Receivables
and any Supporting Obligation constituting Collateral and, in addition, at any
time following the occurrence and during the continuance of an Event of Default,
subject to the terms of the Intercreditor Agreement, the Collateral Agent
may:  (i) direct the Account Debtors under any such Receivables to
make payment of all amounts due or to become due to such Grantor thereunder
directly to the Collateral Agent; (ii) notify, or require any Grantor to notify,
each Person maintaining a lockbox or similar arrangement to which Account
Debtors under any such Receivables have been directed to make payment to remit
all amounts representing collections on checks and other payment items from time
to time sent to or deposited in such lockbox or other arrangement directly to
the Collateral Agent; and (iii) enforce, at the expense of such Grantor,
collection of any such Receivables and to adjust, settle or compromise the
amount or payment thereof, in the same manner and to the same extent as such
Grantor might have done.  If the Collateral Agent notifies any Grantor
that it has elected to collect such Receivables (while the Collateral Agent is
then in compliance with the Intercreditor Agreement) in accordance with the
preceding sentence, any payments of such Receivables received by such Grantor
shall be forthwith (and in any event within two Business Days) deposited by such
Grantor in the exact form received, duly indorsed by such Grantor to the
Collateral Agent if required, in the Collateral Account maintained under the
sole dominion and control of the Collateral Agent, and until so turned over, all
amounts and proceeds (including checks and other instruments) received by such
Grantor in respect of such Receivables, any such Supporting Obligation or
Collateral Support shall be received in trust for the benefit of the Collateral
Agent hereunder and shall be segregated from other funds of such Grantor and
such Grantor shall not adjust, settle or compromise the amount or payment of any
such Receivable, or release wholly or partly any Account Debtor or obligor
thereof, or allow any credit or discount thereon.

       

      
        	
                6.6  

              	
                Investment
      Related Property.

              


      

       

      (a) Except as
provided in the next sentence, in the event such Grantor receives any interest
or distributions on any Investment Related Property constituting Collateral,
upon the merger, consolidation, liquidation or dissolution of any issuer of any
such Investment Related Property, then (i) such interest or distributions and
any Securities (not consisting of Equity Interests of any Subsidiary of PGL) or
other property shall be included in the definition of Collateral without further
action and (ii) such Grantor shall immediately take all steps, if any, necessary
or advisable to ensure the validity, perfection, priority and, if applicable,
Control of the Collateral Agent or the Senior Lien Administrative Agent, as
applicable, in accordance with the Intercreditor Agreement, over such Investment
Related Property (including, without limitation, delivery thereof to the
Collateral Agent or the Senior Lien Administrative Agent, as applicable, in
accordance with the Intercreditor Agreement), and pending any such action such
Grantor shall be deemed to hold such interest, distributions, Securities or
other property in trust for the benefit of the Collateral Agent and shall
segregate such interest, distributions, Securities or other property from all
other property of such Grantor.  Notwithstanding the foregoing, so
long as no Event of Default shall have occurred and be continuing, the
Collateral Agent authorizes each Grantor to retain all ordinary cash
distributions paid in the normal course of the business of the issuer of any
applicable Investment Related Property constituting Collateral and consistent
with the past practice of such issuer and all scheduled payments of
interest.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      (b) Except to
the extent not prohibited by the Indenture, without the prior written consent of
the Collateral Agent, it shall not vote to enable or take any other action to
waive any default under or breach any of the terms of any Pledged Debt
constituting Collateral.

       

      (c) Such
Grantor shall notify the Collateral Agent of any default under any Pledged Debt
that has caused, either in any individual case or in the aggregate, a Material
Adverse Effect.

       

      
        	
                6.7  

              	
                Intellectual
      Property.

              


      

       

      (a) Such
Grantor shall not do any act or omit to do any act whereby any of the
Intellectual Property constituting Collateral that is material to the business
of such Grantor or otherwise of material value may lapse, or become abandoned,
canceled, dedicated to the public, forfeited, unenforceable or otherwise
impaired, or which would adversely affect the validity, grant, or enforceability
of the security interest granted therein.

       

      (b) Such
Grantor shall not, with respect to any Trademarks, cease the use of any of such
Trademarks or fail to maintain the level of the quality of products sold and
services rendered under any of such Trademark at a level at least substantially
consistent with the quality of such products and services as of the date hereof,
and such Grantor shall take all steps necessary to insure that licensees of such
Trademarks use such consistent standards of quality.

       

      (c) Such
Grantor shall, within 30 days of the creation or acquisition or exclusive
license of any copyrightable work that is material to the business of such
Grantor or otherwise of material value, apply to register the Copyright in the
United States Copyright Office or, where appropriate, any foreign counterpart
and, in the case of an exclusive Copyright License in respect of a registered
U.S. Copyright, record such license, in the United States Copyright
Office.

       

      (d) Such
Grantor shall promptly notify the Collateral Agent if it knows or has reason to
know that any item of Intellectual Property constituting Collateral may become
(i) abandoned or dedicated to the public or placed in the public domain, (ii)
invalid or unenforceable, (iii) subject to any adverse determination or
development regarding such Grantor’s ownership, registration or use or the
validity or enforceability of such item of Intellectual Property (including the
institution of, or any adverse development with respect to, any action or
proceeding in the United States Patent and Trademark Office, the United States
Copyright Office, any state registry, any foreign counterpart of the foregoing,
or any court) or (iv) the subject of any reversion or termination
rights.

       

      (e) Such
Grantor shall take all reasonable steps, including in any proceeding before the
United States Patent and Trademark Office, the United States Copyright Office,
any state registry or any foreign counterpart of the foregoing, to pursue any
application and maintain any registration or issuance of each Trademark, Patent,
and Copyright owned by or exclusively licensed to such Grantor, including, but
not limited to, those items on Schedule 5.2(II) (as such schedule may be amended
or supplemented from time to time).

       

      (f) Such
Grantor shall use commercially reasonable best efforts so as not to permit the
inclusion in any contract to which it hereafter becomes a party of any provision
that could or may in any way materially impair or prevent the creation of a
security interest in, or the assignment of, such Grantor’s rights and interests
in any property included within the definitions of any Intellectual Property
acquired under such contracts.

       

      (g) In the
event that any Intellectual Property constituting Collateral owned by or
exclusively licensed to any Grantor is infringed, misappropriated, diluted or
otherwise violated by a third party, such Grantor shall promptly take all
reasonable actions to stop such infringement, misappropriation, dilution or
other violation and protect its rights in such Intellectual Property including,
but not limited to, the initiation of a suit for injunctive relief and to
recover damages.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      (h) The
Grantor shall take all steps reasonably necessary to protect the secrecy of all
Trade Secrets, including, without limitation, entering into confidentiality
agreements with employees and consultants and labeling and restricting access to
secret information and documents.

       

      (i) The
Grantor shall use proper statutory notice in connection with its use of any of
the Intellectual Property constituting Collateral.

       

      (j) The
Grantor shall continue to collect, at its own expense, all amounts due or to
become due to such Grantor in respect of the Intellectual Property constituting
Collateral or any portion thereof.  In connection with such
collections, such Grantor may take (and, at the Collateral Agent’s reasonable
direction, shall take) such action as such Grantor or the Collateral Agent may
deem reasonably necessary or advisable to enforce collection of such
amounts.  Notwithstanding the foregoing, the Collateral Agent shall
have the right at any time, to notify, or require any Grantor to notify, any
obligors with respect to any such amounts of the existence of the security
interest created hereby.

       

      
        	
                6.8  

              	
                Other
      Covenants.

              


      

       

      (a) Such
Grantor shall use commercially reasonable efforts (which shall not require the
payment of cash to, or the reimbursement of fees and expenses of, such landlord
or the making of any material concessions under any such lease) to deliver to
the Collateral Agent landlord consents, to the extent such Grantor occupies and
has business activities on any premises as a lessee under a lease, executed by
the landlord in respect of such lease, the effect of which would subordinate the
claims of such landlord to the Liens created (or purported to be created) under
this Agreement and enable the Collateral Agent to access such premises without
delay for the purpose of enforcing such Liens.

       

      (b) Subject
to Section 4.2, such Grantor shall, upon the Collateral Agent’s request, cause
other Persons (including, without limitation, those in possession of any
Collateral) to execute and deliver in favor of the Collateral Agent
acknowledgments, consents and control agreements necessary, or desirable and
commercially reasonable in furtherance of the purposes of this
Agreement.

       

      (c) All such
agreements, acknowledgments, consents and other matters referred to in the
preceding clauses (a) and (b) shall be in form and substance reasonably
acceptable to the Collateral Agent and shall be at the Grantors’
expense.

       

      (d) With
respect to any judgment hereafter arising in favor of such Grantor, it shall
deliver to the Collateral Agent a completed and executed Pledge Supplement,
together with all Supplements to Schedules thereto, identifying such new
judgments unless such Grantor was incorporated or formed under the laws of
Louisiana, in which case, such Grantor shall deliver to the Collateral Agent a
completed security agreement having terms consistent with the terms of this
Agreement, together with all Supplements to Schedules thereto, identifying such
new judgments, which new security agreement shall be governed by Louisiana
law.

       

      
        	
                SECTION
      7.  

              	
                ACCESS;
      RIGHT OF INSPECTION; INSURANCE AND FURTHER ASSURANCES; ADDITIONAL
      GRANTORS.

              


      

       

      
        	
                7.1  

              	
                Access;
      Right of Inspection; Insurance.

              


      

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      (a) The
Collateral Agent shall at all times have full and free access (so long as no
Event of Default shall have occurred and be continuing, during normal business
hours and at reasonable intervals) to all the books, correspondence and records
of each Grantor, and the Collateral Agent and its representatives may examine
the same, take extracts therefrom and make photocopies thereof, and each Grantor
agrees to render to the Collateral Agent, at such Grantor’s cost and expense,
such clerical and other assistance as may be reasonably requested with regard
thereto.  The Collateral Agent and its representatives shall at all
times also have the right (so long as no Event of Default shall have occurred
and be continuing, during normal business hours and at reasonable intervals) to
enter any premises of each Grantor and inspect any property of each Grantor
where any of the Collateral of such Grantor granted pursuant to this Agreement
is located for the purpose of inspecting the same, observing its use or
otherwise protecting its interests therein.

       

      (b) PGL will
maintain or cause to be maintained, with financially sound and reputable
insurers, such public liability insurance, third party property damage
insurance, business interruption insurance and casualty insurance with respect
to liabilities, losses or damage in respect of the assets, properties and
businesses of PGL and its Subsidiaries as may customarily be carried or
maintained under similar circumstances by Persons of established reputation
engaged in similar businesses, in each case in such amounts (giving effect to
self insurance), with such deductibles, covering such risks and otherwise on
such terms and conditions as shall be customary for such
Persons.  Each such policy of insurance shall (A) name the Collateral
Agent, on behalf of the Secured Parties, as an additional insured thereunder as
its interests may appear, (B) in the case of each property insurance policy,
contain a loss payable clause or endorsement that names the Collateral Agent, on
behalf of the Secured Parties, as loss payee thereunder and provide for at least
30 days’ prior written notice to the Collateral Agent of any modification or
cancellation of such policy.

       

      
        	
                7.2  

              	
                Further
      Assurances.

              


      

       

      (a) Each
Grantor agrees that from time to time, at the expense of such Grantor, that it
shall promptly execute and deliver all further instruments and documents, and
take all further action, that may be necessary or desirable, or that the
Collateral Agent may reasonably request in order to create and/or maintain the
validity, perfection or priority of and protect any security interest granted or
purported to be granted hereby or to enable the Collateral Agent to exercise and
enforce its rights and remedies hereunder with respect to any
Collateral.  Without limiting the generality of the foregoing, each
Grantor shall:

       

      (i)           file
such financing or continuation statements, or amendments thereto, record
security interests in Intellectual Property and execute and deliver, subject to
the terms and conditions of the Intercreditor Agreement, such other agreements,
instruments, endorsements, powers of attorney or notices, as may be necessary or
desirable, or as the Collateral Agent may reasonably request, in order to
effect, reflect, perfect and preserve the security interests granted or
purported to be granted hereby;

       

      (ii)           take
all actions necessary to ensure the recordation of appropriate evidence of the
liens and security interest granted hereunder in any Intellectual Property with
any intellectual property registry in which said Intellectual Property is
registered or issued or in which an application for registration or issuance is
pending, including, without limitation, the United States Patent and Trademark
Office, the United States Copyright Office, the various Secretaries of State,
and the foreign counterparts on any of the foregoing;

       

      (iii)           following
the occurrence and during the continuance of an Event of Default, subject to
applicable Gaming Laws, at any reasonable time, upon request by the Collateral
Agent, assemble the Collateral and allow inspection of the Collateral by the
Collateral Agent, or persons designated by the Collateral Agent;

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      (iv)           at
the Collateral Agent’s request, appear in and defend any action or proceeding
that may affect such Grantor’s title to or the Collateral Agent’s security
interest in all or any part of the Collateral; and

       

      (v)           furnish
the Collateral Agent with such information regarding the Collateral, including,
without limitation, the location thereof, as the Collateral Agent may reasonably
request from time to time.

       

      (b) Each
Grantor hereby authorizes the Collateral Agent to file a Record or Records,
including, without limitation, financing or continuation statements, Patent
Security Agreements, Trademark Security Agreements, Copyright Security Agreement
and amendments and supplements to any of the foregoing, in any jurisdictions and
with any filing offices as the Collateral Agent may determine, in its sole
discretion, are necessary or advisable to perfect or otherwise protect the
security interest granted to the Collateral Agent herein.  Such UCC
financing statements may describe the Collateral in the same manner as described
herein or may contain an indication or description of collateral that describes
such property in any other manner as the Collateral Agent may determine, in its
sole discretion, is necessary, advisable or prudent to ensure the perfection of
the security interest in the Collateral granted to the Collateral Agent herein,
including, without limitation, describing such property as “all assets, whether
now owned or hereafter acquired, developed or created” or words of similar
effect.  Each Grantor shall furnish to the Collateral Agent from time
to time statements and schedules further identifying and describing the
Collateral and such other reports in connection with the Collateral as the
Collateral Agent may reasonably request, all in reasonable detail.

       

      (c) Each
Grantor hereby authorizes the Collateral Agent to modify this Agreement after
obtaining such Grantor’s approval of or signature to such modification by
amending Schedule 5.2 (as such schedule may be amended or supplemented from time
to time) to include reference to any right, title or interest in, to the extent
constituting Collateral, any existing Intellectual Property or any Intellectual
Property acquired or developed by any Grantor after the execution hereof or to
delete any reference to any right, title or interest in any Intellectual
Property in which any Grantor no longer has or claims any right, title or
interest.

       

      
      

             7.3   Additional Grantors.  From
time to time subsequent to the date hereof, additional Persons may become
parties hereto as additional Grantors (each, an “Additional Grantor”), by
executing a Pledge Supplement.  Upon delivery of any such Pledge
Supplement to the Collateral Agent, notice of which is hereby waived by
Grantors, each Additional Grantor shall be a Grantor and shall be as fully a
party hereto as if Additional Grantor were an original signatory
hereto.  Each Grantor expressly agrees that its obligations arising
hereunder shall not be affected or diminished by the addition or release of any
other Grantor hereunder, nor by any election of Collateral Agent not to cause
any Restricted Subsidiary of the Company to become an Additional Grantor
hereunder.  This Agreement shall be fully effective as to any Grantor
that is or becomes a party hereto regardless of whether any other Person becomes
or fails to become or ceases to be a Grantor hereunder.

       

      
        	
                SECTION
      8.  

              	
                COLLATERAL
      AGENT APPOINTED ATTORNEY-IN-FACT.

              


      

       

      
      

             8.1   Power of Attorney.  Each
Grantor hereby irrevocably appoints the Collateral Agent (such appointment being
coupled with an interest) as such Grantor’s attorney-in-fact, with full
authority in the place and stead of such Grantor and in the name of such Grantor
and authorizes the Collateral Agent, from time to time in the Collateral Agent’s
discretion, subject to the terms of the Intercreditor Agreement at all times
when any Credit Facility Indebtedness exists that has not been Fully Paid, to
take any action and to execute any instrument that the Collateral Agent may deem
reasonably necessary or advisable to accomplish the purposes of this Agreement,
including, without limitation, the following:

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

      (a) upon the
occurrence and during the continuance of any Event of Default, subject to the
terms of the Intercreditor Agreement, to obtain and adjust insurance relating to
any Collateral required to be maintained by such Grantor or paid to the
Collateral Agent pursuant to the Indenture or Section 7.1(b);

       

      (b) upon the
occurrence and during the continuance of any Event of Default, subject to the
terms of the Intercreditor Agreement, to ask for, demand, collect, sue for,
recover, compound, receive and give acquittance and receipts for moneys due and
to become due under or in respect of any of the Collateral;

       

      (c) upon the
occurrence and during the continuance of any Event of Default, subject to the
terms of the Intercreditor Agreement, to receive, endorse and collect any drafts
or other instruments, documents and chattel paper in connection with clause (b)
above;

       

      (d) upon the
occurrence and during the continuance of any Event of Default, subject to the
terms of the Intercreditor Agreement, to file any claims or take any action or
institute any proceedings that the Collateral Agent may deem necessary or
desirable for the collection of any of the Collateral or otherwise to enforce
the rights of the Collateral Agent with respect to any of the
Collateral;

       

      (e) to
prepare and file any UCC financing statements against such Grantor as
debtor;

       

      (f) to
prepare, sign, and file for recordation in any intellectual property registry,
appropriate evidence of the lien and security interest granted herein in any
Intellectual Property constituting Collateral in the name of such Grantor as
debtor;

       

      (g) to take
or cause to be taken all actions necessary to perform or comply or cause
performance or compliance with the terms of this Agreement, including, without
limitation, access to pay or discharge taxes or Liens (other than Permitted
Liens) levied or placed upon or threatened against the Collateral, the legality
or validity thereof and the amounts necessary to discharge the same to be
determined by the Collateral Agent in its sole discretion, any such payments
made by the Collateral Agent to become obligations of such Grantor to the
Collateral Agent, due and payable immediately without demand;

       

      (h) upon the
occurrence and during the continuance of an Event of Default, generally to sell,
transfer, lease, license, pledge, make any agreement with respect to or
otherwise deal with any of the Collateral as fully and completely as though the
Collateral Agent were the absolute owner thereof for all purposes, and to do, at
the Collateral Agent’s option and such Grantor’s expense, at any time or from
time to time, all acts and things that the Collateral Agent deems reasonably
necessary to protect, preserve or realize upon the Collateral and the Collateral
Agent’s security interest therein in order to effect the intent of this
Agreement, all as fully and effectively as such Grantor might do;
and

       

      (i) upon the
occurrence and during the continuance of an Event of Default, to enforce any
Supporting Obligations with respect to any Collateral.

       

      
      

             8.2   No Duty on the Part of
Collateral Agent or Secured Parties.  The
powers conferred on the Collateral Agent hereunder are solely to protect the
interests of the Secured Parties in the Collateral and shall not impose any duty
upon the Collateral Agent or any other Secured Party to exercise any such
powers.  The Collateral Agent and the other Secured Parties shall be
accountable only for amounts that they actually receive as a result of the
exercise of such powers, and neither they nor any of their officers, directors,
employees or agents shall be responsible to any Grantor for any act or failure
to act hereunder, except for their own gross negligence or willful
misconduct.

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

      
        	
                SECTION
      9.  

              	
                REMEDIES.

              


      

       

      
        	
                9.1  

              	
                Generally.

              


      

       

      (a) If any
Event of Default shall have occurred and be continuing, subject to the terms of
the Intercreditor Agreement, the Collateral Agent may exercise in respect of the
Collateral, in addition to all other rights and remedies provided for herein or
otherwise available to it at law or in equity, all the rights and remedies of
the Collateral Agent on default under the UCC (whether or not the UCC applies to
the affected Collateral) to collect, enforce or satisfy any Secured Obligations
then owing, whether by acceleration or otherwise, and also may pursue any of the
following separately, successively or simultaneously:

       

      (i)           require
any Grantor to, and each Grantor hereby agrees that it shall at its expense and
promptly upon request of the Collateral Agent forthwith, assemble all or part of
the Collateral as directed by the Collateral Agent (subject to the terms of the
Intercreditor Agreement) and make it available to the Collateral Agent at a
place to be designated by the Collateral Agent that is reasonably convenient to
both parties;

       

      (ii)           subject
to applicable Gaming Laws, enter onto the property where any Collateral is
located and take possession thereof with or without judicial
process;

       

      (iii)           prior
to the disposition of the Collateral, store, process, repair or recondition the
Collateral or otherwise prepare the Collateral for disposition in any manner to
the extent the Collateral Agent deems appropriate; and

       

      (iv)           without
notice except as specified below or under the UCC, sell, assign, lease, license
(on an exclusive or nonexclusive basis) or otherwise dispose of the Collateral
or any part thereof in one or more parcels at public or private sale, at any of
the Collateral Agent’s offices or elsewhere, for cash, on credit or for future
delivery, at such time or times and at such price or prices and upon such other
terms as the Collateral Agent may determine are commercially
reasonable.

       

      (b) The
Collateral Agent or any other Secured Party may be the purchaser of any or all
of the Collateral at any public or private (to the extent to the portion of the
Collateral being privately sold is of a kind that is customarily sold on a
recognized market or the subject of widely distributed standard price
quotations) sale in accordance with the UCC and the Collateral Agent, as
collateral agent for and representative of the Secured Parties, shall be
entitled, for the purpose of bidding and making settlement or payment of the
purchase price for all or any portion of the Collateral sold at any such sale
made in accordance with the UCC, to use and apply any of the Secured Obligations
as a credit on account of the purchase price for any Collateral payable by the
Collateral Agent at such sale.  Each purchaser at any such sale shall
hold the property sold absolutely free from any claim or right on the part of
any Grantor, and each Grantor hereby waives (to the extent permitted by
applicable law) all rights of redemption, stay and/or appraisal which it now has
or may at any time in the future have under any rule of law or statute now
existing
or hereafter enacted.  Each Grantor agrees that, to the extent notice
of sale shall be required by law, at least 10 days notice to such Grantor of the
time and place of any public sale or the time after which any private sale is to
be made shall constitute reasonable notification.  The Collateral
Agent shall not be obligated to make any sale of Collateral regardless of notice
of sale having been given.  The Collateral Agent may adjourn any
public or private sale from time to time by announcement at the time and place
fixed therefor, and such sale may, without further notice, be made at the time
and place to which it was so adjourned.  Each Grantor agrees that it
would not be commercially unreasonable for the Collateral Agent to dispose of
the Collateral or any portion thereof by using nationally recognized Internet
sites that provide for the auction of assets of the types constituting
Collateral or that have the reasonable capability of doing so, or that match
buyers and sellers of assets.  Each Grantor hereby waives any claims
against the Collateral Agent arising by reason of the fact that the price at
which any Collateral may have been sold at such a private sale was less than the
price which might have been obtained at a public sale, even if the Collateral
Agent accepts the first offer received and does not offer such Collateral to
more than one offeree.  If the proceeds of any sale or other
disposition of the Collateral are insufficient to pay all the Secured
Obligations, Grantors shall be liable for the deficiency and the fees of any
attorneys employed by the Collateral Agent to collect such
deficiency.  Each Grantor further agrees that a breach of any of the
covenants contained in this Section will cause irreparable injury to the
Collateral Agent, that the Collateral Agent has no adequate remedy at law in
respect of such breach and, as a consequence, that each and every covenant
contained in this Section shall be specifically enforceable against such
Grantor, and such Grantor hereby waives and agrees not to assert any defenses
against an action for specific performance of such covenants except for a
defense that no default has occurred giving rise to the Secured Obligations
becoming due and payable prior to their stated maturities.  Nothing in
this Section shall in any way limit the rights of the Collateral Agent
hereunder.

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

      (c) The
Collateral Agent may, following the occurrence and during the continuance of an
Event of Default (subject to the terms of the Intercreditor Agreement), sell the
Collateral without giving any warranties as to the Collateral.  The
Collateral Agent may specifically disclaim or modify any warranties of title or
the like.  This procedure will not be considered to adversely affect
the commercial reasonableness of any sale of the Collateral.

       

      (d) The
Collateral Agent shall have no obligation to marshal any of the
Collateral.

       

      (e) The
Collateral Agent, instead of exercising the power of sale herein conferred upon
it, may, subject to the terms of the Intercreditor Agreement, following the
occurrence and during the continuance of an Event of Default, proceed by a suit
or suits to foreclose the security interest and sell the Collateral or any
portion thereof under a judgment of a court or courts of competent
jurisdiction.  For purposes of Louisiana executory process procedures,
each Grantor acknowledges its Secured Obligations and does hereby confess
judgment in favor of the Collateral Agent, for the benefit of the Secured
Parties, for the full amount of such Secured Obligations.  Each
Grantor agrees that, upon the occurrence and during the continuance of an Event
of Default, the Collateral Agent may, subject to the terms of the Intercreditor
Agreement, cause the Collateral to be seized and sold under executory or
ordinary process, at the Collateral Agent’s sole option, without appraisement,
appraisement  being hereby expressly waived, as an entirety or in
parcels as the Collateral Agent may determine, to the highest bidder for cash,
and otherwise exercise the rights, powers and remedies afforded herein and under
applicable Louisiana law.  Any and all declarations of fact made by
authentic act before a notary public in the presence of two witnesses by a
person declaring that such facts lie within his knowledge shall constitute
authentic evidence of such facts for the purpose of executory
process.  Each Grantor hereby waives in favor of the Collateral Agent,
for the benefit of the Secured Parties:  (i) the benefit of
appraisement as provided in Louisiana Code of Civil Procedure Articles 2332,
2336, 2723 and 2724, and all other laws conferring the same; (ii) the demand and
three days delay accorded by Louisiana Code of Civil Procedure Articles 2639 and
2721; (iii) the notice of seizure required by Louisiana Code of Civil Procedure
Articles 2293 and 2721; (iv) the three days delay provided by Louisiana Code of
Civil Procedure Articles 2331 and 2722; and (v) the benefit of the other
provisions of Louisiana Code of Civil Procedure Articles 2331, 2722 and 2723,
not specifically mentioned above.  In the event the Collateral or any
part thereof is seized as an incident to an action for the recognition or
enforcement of this Agreement by executory process, ordinary process,
sequestration, writ of fieri facias, or otherwise, each Grantor and the
Collateral Agent agree that the court issuing any such order shall, if
petitioned for by the Collateral Agent, direct the applicable sheriff to appoint
as a keeper of the Collateral, the Collateral Agent or any agent designated by
the Collateral Agent or any Person named by the Collateral Agent at the time
such seizure is effected.  This designation is pursuant to Louisiana
Revised Statutes 9:5136-9:5140.2 and the Collateral Agent shall be entitled to
all the rights and benefits afforded thereunder as the same may be
amended.  It is hereby agreed that the keeper shall be entitled to
receive as compensation, in excess of its costs and expenses incurred in the
administration or preservation of the Collateral, an amount equal to $250.00 per
day payable monthly on the first day of each month and shall be included as
Secured Obligations secured by this Agreement.  The designation of
keeper made herein shall not be deemed to require the Collateral Agent to
provoke the appointment of such a keeper.  In addition to the normal
recourse provisions noted above, the Collateral Agent will have to comply with
the provisions of the Louisiana Administrative Code Title 42 Section 2501 et. seq. relating to
holders of gaming licenses.  These provisions provide for emergency
situations, such as foreclosures by security interest
holders.  Louisiana Administrative Code Title 42 Section 2501 et. seq. delineates the
process for obtaining emergency permission to take over and defines how to
proceed with the Louisiana Gaming Control Board.  Additionally, in
accordance with Louisiana Administrative Code Title 42 Section 2501 et. seq., any transfer of
interest, including security interest, is subject to prior approval by the
Louisiana State Racing Commission and the Louisiana Gaming Control
Board.

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

      
      

             9.2   Application of
Proceeds.  Except
as expressly provided elsewhere in this Agreement, the Indenture or the
Intercreditor Agreement, all proceeds received by the Collateral Agent in
respect of any sale of, any collection from, or other realization upon all or
any part of the Collateral shall be applied in full or in part by the Collateral
Agent against, the Secured Obligations in the following order of
priority:  first, to the payment
of all costs and expenses of such sale, collection or other realization,
including reasonable compensation to the Collateral Agent and its agents and
sub-agents, and all other expenses, liabilities and advances made or incurred by
the Collateral Agent in connection therewith (including all fees, expenses and
disbursements of legal counsel (in each case including allocated costs of
internal counsel)), and all amounts for which the Collateral Agent is entitled
to indemnification hereunder (in its capacity as the Collateral Agent and not as
a holder of Notes) and all advances made by the Collateral Agent hereunder for
the account of the applicable Grantor, and to the payment of all costs and
expenses paid or incurred by the Collateral Agent in connection with the
exercise of any right or remedy hereunder or under the Indenture, all in
accordance with the terms hereof or thereof; second, to the extent
of any excess of such proceeds, to the payment of all other Secured Obligations
for the ratable benefit of the Secured Parties; and third, to the extent
of any excess of such proceeds, to the payment to or upon the order of the
applicable Grantor or to whosoever may be lawfully entitled to receive the same
or as a court of competent jurisdiction may direct.

       

      
      

             9.3   Sales on Credit.  If
the Collateral Agent sells any of the Collateral upon credit to any Person
(other than a Secured Party or any of its Affiliates), Grantor will be credited
only with payments actually made by purchaser and received by the Collateral
Agent and applied to indebtedness of the purchaser.  In the event the
purchaser fails to pay for the Collateral, the Collateral Agent may resell the
Collateral and Grantor shall be credited with proceeds of the sale.

       

      
      

             9.4   Investment Related
Property.  Each
Grantor recognizes that, by reason of certain prohibitions contained in the
Securities Act and applicable state securities laws, the Collateral Agent may be
compelled, with respect to any sale of all or any part of the Investment Related
Property conducted without prior registration or qualification of such
Investment Related Property under the Securities Act and/or such state
securities laws, to limit purchasers to those who will agree, among other
things, to acquire the Investment Related Property for their own account, for
investment and not with a view to the distribution or resale
thereof.  Each Grantor acknowledges that any such private sale may be
at prices and on terms less favorable than those obtainable through a public
sale without such restrictions (including a public offering made pursuant to a
registration statement under the Securities Act) and, notwithstanding such
circumstances, each Grantor agrees that any such private sale shall be deemed to
have been made in a commercially reasonable manner and that the Collateral Agent
shall have no obligation to engage in public sales and no obligation to delay
the sale of any Investment Related Property for the period of time necessary to
permit the issuer thereof to register it for a form of public sale requiring
registration under the Securities Act or under applicable state securities laws,
even if such issuer would, or should, agree to so register it.

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

      
      

             9.5   Grant of Intellectual Property
License.  For the
purpose of enabling the Collateral Agent, during the continuance of an Event of
Default, subject to the terms of the Intercreditor Agreement, to exercise rights
and remedies under Section 9 hereof at such time as the Collateral Agent shall
be lawfully entitled to exercise such rights and remedies, and for no other
purpose, each Grantor hereby grants to the Collateral Agent, to the extent
assignable, an irrevocable, non-exclusive license (exercisable without payment
of royalty or other compensation to such Grantor), subject, in the case of
Trademarks, to sufficient rights to quality control and inspection in favor of
such Grantor to avoid the risk of invalidation of such Trademarks, to use,
assign, license or sublicense any of the Intellectual Property constituting
Collateral now owned or hereafter acquired, developed or created by such
Grantor, wherever the same may be located.  Such license shall include
access to all media in which any of the licensed items may be recorded or stored
and to all computer programs used for the compilation or printout
hereof.

       

      
        	
                9.6  

              	
                Intellectual
      Property.

              


      

       

      (a) Anything
contained herein to the contrary notwithstanding, in addition to the other
rights and remedies provided herein, upon the occurrence and during the
continuance of an Event of Default and subject to the terms of the Intercreditor
Agreement:

       

      (i)           the
Collateral Agent shall have the right (but not the obligation) to bring suit or
otherwise commence any action or proceeding in the name of any Grantor, the
Collateral Agent or otherwise, in the Collateral Agent’s sole discretion, to
enforce any Intellectual Property rights of such Grantor constituting
Collateral, in which event such Grantor shall, at the request of the Collateral
Agent, do any and all lawful acts and execute any and all documents required by
the Collateral Agent in aid of such enforcement and such Grantor shall promptly,
upon demand, reimburse and indemnify the Collateral Agent as provided in Section
10 hereof in connection with the exercise of its rights under this Section 9.6,
and, to the extent that the Collateral Agent shall elect not to bring suit to
enforce any such Intellectual Property rights as provided in this Section 9.6,
each Grantor agrees to use all reasonable measures, whether by action, suit,
proceeding or otherwise, to prevent the infringement, misappropriation, dilution
or other violation of any of such Grantor’s rights in such Intellectual Property
by others and for that purpose agrees to diligently maintain any action, suit or
proceeding against any Person so infringing, misappropriating, diluting or
otherwise violating as shall be necessary to prevent such infringement,
misappropriation, dilution or other violation;

       

      (ii)           upon
written demand from the Collateral Agent, each Grantor shall grant, assign,
convey or otherwise transfer to the Collateral Agent or such Collateral Agent’s
designee all of such Grantor’s right, title and interest in and to any
Intellectual Property constituting Collateral and shall execute and deliver to
the Collateral Agent such documents as are necessary or appropriate to carry out
the intent and purposes of this Agreement;

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

      (iii)           each
Grantor agrees that such an assignment and/or recording shall be applied to
reduce the Secured Obligations outstanding only to the extent that the
Collateral Agent (or any other Secured Party) receives cash proceeds in respect
of the sale of, or other realization upon, any such Intellectual
Property;

       

      (iv)           within
five Business Days after written notice from the Collateral Agent, each Grantor
shall make available to the Collateral Agent, to the extent within such
Grantor’s power and authority, such personnel in such Grantor’s employ on the
date of such Event of Default as the Collateral Agent may reasonably designate,
by name, title or job responsibility, to permit such Grantor to continue,
directly or indirectly, to produce, advertise and sell the products and services
sold or delivered by such Grantor under or in connection with any Trademarks or
Trademark Licenses constituting Collateral, such persons to be available to
perform their prior functions on the Collateral Agent’s behalf and to be
compensated by the Collateral Agent at such Grantor’s expense on a per diem, pro
rata basis consistent with the salary and benefit structure applicable to each
as of the date of such Event of Default; and

       

      (v)           the
Collateral Agent shall have the right to notify, or require each Grantor to
notify, any obligors with respect to amounts due or to become due to such
Grantor in respect of any Intellectual Property of such Grantor constituting
Collateral, of the existence of the security interest created herein, to direct
such obligors to make payment of all such amounts directly to the Collateral
Agent, and, upon such notification and at the expense of such Grantor, to
enforce collection of any such amounts and to adjust, settle or compromise the
amount or payment thereof, in the same manner and to the same extent as such
Grantor might have done;

       

      
        	
                (A)  

              	
                all
      amounts and proceeds (including checks and other instruments) received by
      Grantor in respect of amounts due to such Grantor in respect of the
      Collateral or any portion thereof shall be received in trust for the
      benefit of the Collateral Agent hereunder, shall be segregated from other
      funds of such Grantor and shall be forthwith paid over or delivered to the
      Collateral Agent in the same form as so received (with any necessary
      endorsement) to be held as cash Collateral and applied as provided by
      Section 9.7 hereof; and

              


      

       

      
        	
                (B)  

              	
                Grantor
      shall not adjust, settle or compromise the amount or payment of any such
      amount or release wholly or partly any obligor with respect thereto or
      allow any credit or discount
thereon.

              


      

       

      (b) Subject
to the terms of the Intercreditor Agreement, if (i) an Event of Default shall
have occurred and, by reason of cure, waiver, modification, amendment or
otherwise, no longer be continuing, (ii) no other Event of Default shall have
occurred and be continuing, (iii) an assignment or other transfer to the
Collateral Agent of any rights, title and interests in and to any Intellectual
Property of such Grantor constituting Collateral shall have been previously made
and shall have become absolute and effective, and (iv) the Secured Obligations
shall not have become immediately due and payable, upon the written request of
any Grantor, the Collateral Agent shall promptly execute and deliver to such
Grantor, at such Grantor’s sole cost and expense, such assignments or other
transfer as may be necessary to reassign to such Grantor any such rights, title
and interests as may have been assigned to the Collateral Agent as aforesaid,
subject to any disposition thereof that may have been made by the Collateral
Agent; provided, after
giving effect to such reassignment, the Collateral Agent’s security interest
granted pursuant hereto, as well as all other rights and remedies of the
Collateral Agent granted hereunder, shall continue to be in full force and
effect; and provided further, the rights, title and interests so reassigned
shall be free and clear of any other Liens granted by or on behalf of the
Collateral Agent and the other Secured Parties.

       

      
        	
                9.7  

              	
                Cash
      Proceeds; Deposit Accounts.

              


      

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

      (a) If any
Event of Default shall have occurred and be continuing, subject to the terms of
the Intercreditor Agreement, in addition to the rights of the Collateral Agent
specified in Section 6.5 with respect to payments of Receivables, all proceeds
of any Collateral received by any Grantor consisting of cash, checks and other
near-cash items (collectively, “Cash Proceeds”) shall be held
by such Grantor in trust for the Collateral Agent, segregated from other funds
of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned
over to the Collateral Agent in the exact form received by such Grantor (duly
indorsed by such Grantor to the Collateral Agent, if required) and held by the
Collateral Agent in the Collateral Account.  Any Cash Proceeds
received by the Collateral Agent (whether from a Grantor or otherwise) may, in
the sole discretion of the Collateral Agent, (i) be held by the Collateral Agent
for the ratable benefit of the Secured Parties, as collateral security for the
Secured Obligations (whether matured or unmatured) and/or (ii) then or at any
time thereafter may be applied by the Collateral Agent against the Secured
Obligations then due and owing.

       

      (b) If any
Event of Default shall have occurred and be continuing, subject to the terms of
the Intercreditor Agreement, the Collateral Agent may apply the balance from any
Deposit Account constituting Collateral or instruct the bank at which any such
Deposit Account is maintained to pay the balance of any such Deposit Account to
or for the benefit of the Collateral Agent or the Senior Lien Administrative
Agent, as applicable, in accordance with the Intercreditor
Agreement.

       

      
      

             9.8   Regulatory Matters.  Notwithstanding
anything to the contrary herein, the Collateral Agent acknowledges and agrees
that the approval of any applicable Gaming Authority of this Agreement shall not
act or be construed as the approval, either express or implied, for the
Collateral Agent to take any actions or steps provided for in this Agreement for
which prior approval of such Gaming Authority is required, without first
obtaining such prior and separate approval to the extent then required by
applicable law.

       

      
        	
                SECTION
      10.  

              	
                COLLATERAL
      AGENT.

              


      

       

      
      

             10.1 Appointment.  The
Trustee, on behalf of the holders of Notes pursuant to the Indenture, and each
holder of Subordinated Lien Indebtedness, by accepting the benefits hereof, of
the other Security Documents and of the Intercreditor Agreement, hereby
designates and appoints U.S. Bank National Association to act as Collateral
Agent hereunder, under the other Security Documents and under the Intercreditor
Agreement, and hereby authorizes the Collateral Agent to take such actions on
its behalf under the provisions of this Agreement, such other Security Documents
and the Intercreditor Agreement and to exercise such powers and perform such
duties as are expressly delegated to the Collateral Agent by the terms of this
Agreement, such other Security Documents and the Intercreditor
Agreement.  Notwithstanding any provision to the contrary elsewhere in
this Agreement, any other Security Document or the Intercreditor Agreement, the
Collateral Agent shall not have any duties or responsibilities, except those
expressly set forth in this Agreement, such other Security Documents or the
Intercreditor Agreement, or any fiduciary relationship with the Senior Lien
Creditors or the Senior Lien Administrative Agent, and no implied covenants,
functions or responsibilities shall be read into this Agreement or the other
Security Documents or otherwise exist against the Collateral
Agent.  The Collateral Agent shall be obligated (where required by
this Agreement, the other Security Documents or the Intercreditor Agreement),
and shall have the right hereunder, under the other Security Documents and under
the Intercreditor Agreement, to make demands, to give notices, to exercise or
refrain from exercising any rights, and to take or refrain from taking any
action (including, without limitation, the release or substitution of
Collateral), solely in accordance with the Intercreditor Agreement, this
Agreement, the other Security Documents and the Indenture.  In
furtherance of the foregoing provisions of this Section, each Secured Party, by
its acceptance of the benefits hereof, agrees that it shall have no right
individually to realize upon any of the Collateral hereunder, it being
understood and agreed by such Secured Party that all rights and remedies
hereunder may be exercised solely by the Collateral Agent for the benefit of the
Secured Parties in accordance with the terms of this Section.

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

      
      

             10.2 Delegation of Duties.  The
Collateral Agent may perform any and all of its duties and exercise its rights
and powers under this Agreement, under each other Security Document and under
the Intercreditor Agreement by or through any one or more sub-agents appointed
by the Collateral Agent, and will not be responsible for any
misconduct or negligence on the part of any of them appointed with due care. The
Collateral Agent and any such sub-agent may perform any and all of its duties
and exercise its rights and powers by or through their respective Affiliates.
The exculpatory, indemnification and other provisions of this Section 10 shall
apply to any the Affiliates of the Collateral Agent and shall apply to their
respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as the Collateral
Agent.  All of the rights, benefits, and privileges (including the
exculpatory and indemnification provisions) of this Section 10 shall apply to
any such sub-agent and to the Affiliates of any such sub-agent, and shall apply
to their respective activities as sub-agent as if such sub-agent and Affiliates
were named herein.  Notwithstanding anything herein to the contrary,
with respect to each sub-agent appointed by the Collateral Agent, (a) such
sub-agent shall be a third party beneficiary under this Agreement, each other
Security Document and the Intercreditor Agreement with respect to all such
rights, benefits and privileges (including exculpatory rights and rights to
indemnification) and shall have all of the rights and benefits of a third party
beneficiary, including an independent right of action to enforce such rights,
benefits and privileges (including exculpatory rights and rights to
indemnification) directly, without the consent or joinder of any other Person,
against any or all of the Grantors and the Secured Parties, (b) such rights,
benefits and privileges (including exculpatory rights and rights to
indemnification) shall not be modified or amended without the consent of such
sub-agent, and (c) such sub-agent shall only have obligations to the Collateral
Agent and not to any Grantor, Secured Party or any other Person and no Grantor,
Secured Party or any other Person shall have any rights, directly or indirectly,
as a third party beneficiary or otherwise, against such
sub-agent.

       

      
        	
                10.3  

              	
                Undertaking
      of Collateral Agent.

              


      

       

      (a) Subject
to, and in accordance with, this Agreement, the other Security Documents and the
Intercreditor Agreement, the Collateral Agent will, for the benefit solely and
exclusively of the present and future Secured Parties:

       

      (i)           deliver
and receive notices pursuant to this Agreement, the other Security Documents and
the Intercreditor Agreement;

       

      (ii)           remit
as provided in this Agreement all cash proceeds, cash equivalents and other
distributions of or in respect of Collateral received by it from the collection,
foreclosure or enforcement of its interest in the Collateral under this
Agreement, the other Security Documents and the Intercreditor Agreement or any
of its other interests, rights, powers or remedies;

       

      (iii)           execute
and deliver amendments to this Agreement, the other Security Documents and the
Intercreditor Agreement as from time to time authorized pursuant to the second
paragraph of Section 14, subject to Section 10.7; and

       

      (iv)           release
any Lien granted to it by any Security Document upon any Collateral if and as
required in accordance with Section 10.22.

       

      (b) Each
Secured Party acknowledges and consents to the undertaking of the Collateral
Agent set forth in Section 10.3(a) and agrees to such provisions and to each of
the other provisions of this Agreement, the other Security Documents and the
Intercreditor Agreement applicable to the Collateral Agent.

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

      
        	
                10.4  

              	
                Powers
      of the Collateral Agent.

              


      

       

      (a) Each
Secured Party hereby irrevocably authorizes and empowers the Collateral Agent to
enter into and perform its obligations and protect, perfect, exercise and
enforce its interest, rights, powers and remedies under this Agreement, the other Security
Documents and the Intercreditor Agreement and applicable law and in equity and
to act as set forth in this Agreement, the other Security Documents and the
Intercreditor Agreement or as requested in any lawful directions given to it
from time to time in respect of any matter by a written direction of the requisite percentage or number of
holders of Notes (or the Trustee, on behalf of the holders of Notes) as
permitted by, and in accordance with, the Indenture.  Neither the
Trustee nor any holder of Notes shall have any liability whatsoever for any act
or omission of the Collateral Agent.

       

      (b) The
Collateral Agent shall be authorized to but shall not be responsible for filing
any financing or continuation statements or recording any documents or
instruments in any public office at any time or times or otherwise perfecting or
monitoring or maintaining the perfection of any security interest in the
Collateral.  It is expressly agreed, to the maximum extent permitted
by applicable law, that the Collateral Agent shall have no responsibility for
(i) taking any necessary steps to preserve rights against any Person with
respect to any Collateral or (ii) taking any action to protect against any
diminution in value of the Collateral, but, in each case (A) subject to the
requirement that the Collateral Agent may not act or omit to take any action if
such act or omission would constitute gross negligence or willful misconduct and
(B) the Collateral Agent may do so and all expenses reasonably incurred in
connection therewith shall be included in the Secured Obligations.

       

      
      

            10.5 Documents and Communications.  The Collateral Agent will permit each Secured Party, upon
reasonable written notice from time to time, to inspect and copy, at the cost
and expense of the party requesting such copies, any and all Security Documents, the
Intercreditor Agreement and any and all other documents, notices, certificates,
instructions or communications received by the Collateral
Agent in its capacity as such.

       

      
      

       

        10.6 For Sole and Exclusive Benefit of Secured
Parties.  The Collateral Agent will accept, hold, administer
and enforce all Liens granted to it, for the benefit of the Secured Parties, on
the Collateral at any time transferred or delivered to it and all other
interests, rights, powers and remedies at any time granted to or enforceable by
the Collateral Agent, solely and exclusively for the benefit of the present and
future Secured Parties, and will distribute all proceeds received by it in
realization thereon or from enforcement thereof solely and exclusively pursuant
to the provisions of the applicable Security Documents and the Intercreditor
Agreement.  The Collateral Agent will not be required
to take any action hereunder that is contrary to applicable law or any provision
of this Agreement or the Intercreditor
Agreement.

       

        10.7 Other Agreements.  The
Collateral Agent has accepted and is bound by the Intercreditor Agreement and the Security
Documents executed by the Collateral Agent as
of the date of this Agreement and, as directed in writing by
the requisite percentage or number of
holders of Notes (or the Trustee, on behalf of the holders of Notes) as
permitted by, and in accordance with, the Indenture, the Collateral Agent shall execute additional Security Documents delivered to it after the date of this Agreement and amendments thereto; provided, however, that such
additional Security Documents do not
adversely affect the rights, privileges, benefits and immunities of the
Collateral Agent.  The Collateral Agent will not otherwise be bound by, or be held obligated by, the
provisions of any credit agreement, indenture or other
agreement governing Subordinated Lien Indebtedness (other than this Agreement, the Intercreditor Agreement, the Indenture and the
Security Documents); provided, further, that the
Collateral Agent shall be permitted to execute amendments hereto, to the
Intercreditor Agreement and to the Security Documents executed as of the date of
this Agreement, and such additional Security Documents and amendments thereto,
in each case without the consent of the requisite percentage or number of
holders of Notes (or the Trustee, on behalf of the holders of Notes), to the
extent set forth in the second paragraph of Section 14 or as set forth in the
Intercreditor Agreement or any applicable Security Document.

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

      
        	
                10.8  

              	
                Solicitation
      of Instructions.

              


      

       

      (a) The
Collateral Agent may at any time solicit written confirmatory instructions, in
the form of a written direction of the requisite percentage or number
of holders of Notes (or the Trustee, on behalf of the holders of Notes) as
permitted by, and in accordance with, the Indenture, an Officers’ Certificate,
an opinion of counsel or an order of a court of competent jurisdiction, as to
any action that it may be requested or required to take, or that it may propose
to take, in the performance of any of its obligations under this Agreement, the other Security Documents and the Intercreditor
Agreement.

       

      (b) No
written direction given to the Collateral Agent
by the requisite percentage or number of holders of Notes (or the Trustee, on
behalf of the holders of Notes) that in the sole judgment of the Collateral Agent imposes, purports to impose or might reasonably be
expected to impose upon the Collateral Agent any obligation
or liability not set forth in or arising under this Agreement, the other Security
Documents or the Intercreditor Agreement will be binding
upon the Subordinated Collateral Agent unless the Collateral
Agent elects, at its sole option, to accept such direction.

       

      
      

            10.9 Limitation of Liability  The
Collateral Agent will not be responsible or liable for any action taken or
omitted to be taken by it hereunder, except for its own gross negligence, bad
faith or willful misconduct as determined by a court of competent
jurisdiction.

       

      
      

       10.10 Documents in Satisfactory
Form.  The Collateral Agent will be entitled to require that
all agreements, certificates, opinions, instruments and other documents at any
time submitted to it, including those expressly provided for in this Agreement,
any other Security Document and the Intercreditor Agreement be delivered to it
in a form and with substantive provisions reasonably satisfactory to
it.

       

      
      

         

      10.11 Entitled to Rely.  The
Collateral Agent shall not have any duty, obligation or responsibility to the
Senior Lien Creditor Representative or any other Senior Lien Creditor under this
Agreement except as expressly set forth herein.  Nothing in this
Agreement shall be construed to operate as a waiver by the Collateral Agent,
with respect to the Issuers or any other Grantor, of the benefit of any
exculpatory provisions, presumptions, indemnities, protections, benefits,
immunities or reliance rights contained in the Indenture, and, by its
acknowledgment hereof, each Issuer and each other Grantor expressly agrees that
as between itself and the Collateral Agent, the Collateral Agent shall have such
benefit with respect to all actions or omissions by the Collateral Agent
pursuant to this Agreement.  The Collateral Agent may seek and rely
upon, and shall be fully protected in relying upon, any judicial order or
judgment, upon any advice, opinion or statement of legal counsel (including
counsel for the Grantors), independent consultants and other experts selected by
it in good faith and upon any certification, instruction, notice or other
writing delivered to it by any Grantor in compliance with the provisions of this
Agreement or delivered to it by the Trustee, without being required to determine
the authenticity thereof or the correctness of any fact stated therein or the
propriety or validity of service thereof.  The Collateral Agent may
act in reliance upon any instrument comporting with the provisions of this
Agreement or any signature reasonably believed by it to be genuine and may
assume that any Person purporting to give notice or receipt or advice or make
any statement or execute any document in connection with the provisions hereof
has been duly authorized to do so.  To the extent an Officers’ Certificate or an opinion
or statement of legal counsel is required or permitted under this Agreement to be delivered to the Collateral
Agent in respect of any matter, the Collateral Agent may rely conclusively on
such Officers’ Certificate
or opinion or statement of legal counsel (including counsel for the Grantors) as
to such matter and such Officers’
Certificate or opinion of counsel shall be full warranty and protection to the
Collateral Agent for any action taken, suffered or omitted
by it under the provisions of this Agreement.

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

      
        	
                10.12  

              	
                Enforcement
      Event; Event of Default.

              


      

       

      (a) The
Collateral Agent will not be required to inquire as to the occurrence or absence
of any “Enforcement Event” under and as defined in the Intercreditor Agreement
and will not be affected by or required to act upon any notice or knowledge as
to the occurrence of any “Enforcement Event” unless and until it is directed in
writing by a request of the requisite percentage or number of holders of Notes
(or the Trustee, on behalf of the holders of Notes) as permitted by, and in
accordance with, the Indenture.

       

      (b) The
Collateral Agent shall not be deemed to have actual, constructive, direct or
indirect knowledge or notice of the occurrence of any Default or Event of
Default unless and until the Collateral Agent has received a written notice or a
certificate from the Grantors stating that a Default or Event of Default, as
applicable, has occurred.  The Collateral Agent shall have no
obligation whatsoever either prior to or after receiving such notice or
certificate to inquire whether a Default or Event of Default, as applicable, has
in fact occurred and shall be entitled to rely conclusively, and shall be fully
protected in so relying, on any such notice or certificate so furnished to it by
the Grantors.  The Collateral Agent shall be under no obligation or
duty to take any action under this Agreement or any of the other Indenture
Documents or otherwise if taking such action (i) would subject the Collateral
Agent to a tax in any jurisdiction where it is not then subject to a tax or (ii)
would require the Collateral Agent to qualify to do business in any jurisdiction
where it is not then so qualified.

       

      
             10.13 Actions by Collateral
Agent.  As to any matter not expressly provided
for by this Agreement, the other Security Documents or the
Intercreditor Agreement, the Collateral Agent will act or
refrain from acting as directed in writing by a request of the requisite percentage or number of holders of Notes
(or the Trustee, on behalf of the holders of Notes) as permitted by, and in
accordance with, the Indenture, and will be fully protected
if it does so, and any action taken, suffered or omitted pursuant hereto or
thereto shall be binding on the holders of Subordinated Lien
Indebtedness.

      

       

      
             10.14  Security or Indemnity
in Favor of Collateral Agent.  The Collateral Agent will not be required to advance or expend any funds or otherwise
incur any financial liability in the performance of its duties or the exercise
of its powers or rights hereunder unless it has been provided with security or indemnity reasonably satisfactory to it
against any and all liability or expense which may be incurred by it by reason
of taking or continuing to take such action.

      

       

      
      

      
             10.15 Rights of Collateral
Agent.  In the event there is any bona fide, good faith
disagreement between the other parties to this Agreement, any of
the other Security Documents or the
Intercreditor Agreement resulting in adverse claims being made in connection
with Collateral held by the Collateral
Agent and the terms of this Agreement, such other Security
Documents or the Intercreditor Agreement do
not unambiguously mandate the action the Collateral Agent is
to take or not to take in connection therewith under the circumstances then
existing, or Collateral Agent is in doubt as to what action it is required to
take or not to take hereunder, under the other Security Documents or under the Intercreditor Agreement, it
will be entitled to refrain from taking any action (and
will incur no liability for doing so) until directed
otherwise in writing by a request of the requisite percentage or number of
holders of Notes (or the Trustee, on behalf of the holders of Notes) as
permitted by, and in accordance with, the Indenture or by order of a court of
competent jurisdiction.

      

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

      
      

      
             10.16 Resignation or Removal of
Collateral Agent.  Subject to the appointment of a successor
Collateral Agent as provided in Section 10.17 and the acceptance of such
appointment by the successor Collateral Agent:

      

       

      (a)           the
Collateral Agent may resign at any time by giving not less than 30 days’ notice
of resignation to the Trustee, the Senior Lien Administrative Agent (if any) and
PGL; and

       

      (b)           the
Collateral Agent may be removed at any time, with or without cause, by a written
direction of the requisite percentage or number of holders of Notes (or the
Trustee, on behalf of the Collateral Agent) as permitted by, and in accordance
with, the Indenture.

       

      
        	
                10.17  

              	
                Appointment
      of Successor Collateral Agent

              


      

       

        Upon any such resignation
or removal, a successor Collateral Agent may be appointed by a written direction
of the requisite percentage or number of holders of Notes (or the Trustee, on
behalf of the holders of Notes) as permitted by, and in accordance with, the
Indenture with the consent of PGL (such consent not to be unreasonably withheld
or delayed and such consent not to be required at any time an Event of Default
shall have occurred and then be continuing).  If no successor
Collateral Agent has been so appointed and accepted (and, if required in
accordance with the preceding sentence, consented to by PGL) such appointment
within 30 days after the predecessor Collateral Agent gave notice of resignation
or was removed, the retiring Collateral Agent may (at the expense of the
Grantors), at its option, appoint a successor Collateral Agent, or petition a
court of competent jurisdiction for appointment of a successor Collateral Agent,
which must be a bank or trust company:

       

      (a)           authorized
to exercise corporate trust powers;

       

      (b)           having
a combined capital and surplus of at least $500,000,000;

       

      (c)           maintaining
an office in New York, New York; and

       

      (d)           that
is not the Senior Lien Administrative Agent.

       

      The
Collateral Agent will fulfill its obligations hereunder until a successor
Collateral Agent meeting the requirements of this Section 10.17 has accepted its
appointment as Collateral Agent and the provisions of Section 10.18 have been
satisfied.

       

      
        	
                10.18  

              	
                Succession. 
      When the Person so appointed as successor Collateral Agent accepts
      such appointment:

              


      

       

      (a)           such
Person will succeed to and become vested
with all the rights, powers, privileges and duties of the predecessor Collateral
Agent, and the predecessor Collateral Agent will be
discharged from its duties and obligations hereunder; and

       

      (b)           the
predecessor Collateral Agent will (at the expense of the
Grantors) promptly transfer all Liens, Collateral and
collateral security and other property held on behalf of the
Secured Parties within its possession or control to the
possession or control of the successor Collateral Agent and
will execute instruments and assignments as may be necessary
or desirable or reasonably requested by the successor Collateral Agent to
transfer to the successor Collateral Agent all Liens, interests, rights, powers and remedies of the predecessor
Collateral Agent in respect of the Collateral, this Agreement, the other
Security Documents and the
Intercreditor Agreement.

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

      Thereafter the predecessor Collateral Agent
will remain entitled to enforce the immunities granted to it in this Section 10 and the provisions of Sections 10.20 and
10.21.

       

      
      

      
             10.19 Merger, Conversion or
Consolidation of Collateral Agent. 
Any Person into which the Collateral Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to
which the Collateral Agent shall be a party, or any Person
succeeding to the business of the Collateral Agent shall be the successor of the
Collateral Agent pursuant to Section 10.18; provided that (a) without the execution or filing of any paper with any
party hereto or any further act on the part of any of the parties hereto, except
where an instrument of transfer or assignment is required by law to effect such
succession, anything herein to the contrary notwithstanding, such Person satisfies the eligibility requirements specified in clauses
(a) through (d) of Section 10.17 and (b) prior to any such merger, conversion or consolidation, the
Collateral Agent shall have notified the Grantors, the Trustee and the Senior
Lien Administrative Agent (if any) thereof in
writing.

      

       

      
        	
                10.20  

              	
                Indemnity.

              


      

       

      (a) The
Grantors jointly and severally agree (i) to defend, indemnify, pay and hold
harmless the Collateral Agent and each of its Affiliates and each and all of
their respective directors, officers, partners, trustees, employees, attorneys
and agents, and (in each case) their respective heirs, representatives,
successors and assigns (each of the foregoing, an “Indemnitee”) from and against
any and all Indemnified Liabilities; provided that no
Indemnitee will be entitled to indemnification hereunder with respect to any
Indemnified Liability to the extent such Indemnified Liability is found by a
final and non-appealable decision of a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of such Indemnitee, and
(ii) to pay all amounts due under the preceding clause (a) promptly upon
demand.

       

      (b) To the
extent that the undertakings to defend, indemnify, pay and hold harmless each
Indemnitee as set forth in Section 10.20(a) may be
unenforceable in whole or in part because they violate any law or public policy,
each of the Grantors will contribute the
maximum portion that it is permitted to pay and satisfy under applicable law to
the payment and satisfaction of all Indemnified Liabilities
incurred by Indemnitees or any of them.

       

      (c) No Grantor will ever assert any claim against any
Indemnitee, on any theory of liability, for any lost profits
or special, indirect or consequential damages or (to the fullest extent a claim
for punitive damages may lawfully be waived) any punitive damages arising out
of, in connection with, or as a result of, this Agreement,
any other Security Document, the
Intercreditor Agreement or any agreement or instrument or transaction
contemplated hereby or thereby or relating in any respect to any Indemnified Liability, and each of the Grantors
hereby forever waives, releases and agrees not to sue upon any claim for any
such lost profits or special, indirect, consequential or (to the fullest extent
lawful) punitive damages, whether or not accrued and whether or not known or
suspected to exist in its favor.

       

      (d) The
agreements in this Section 10.20 will
survive repayment of the Obligations, the termination of
this Agreement and the removal or resignation of the Collateral
Agent.

       

      
        	
                10.21  

              	
                Compensation;
      Expenses.  The Grantors jointly and
      severally agree to pay, promptly upon
  demand:

              


      

       

      (a) such
compensation to the Collateral Agent and its agents as the Grantors and the
Collateral Agent may agree in writing from time to time;

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

      (b) all
reasonable costs and expenses incurred by the Collateral Agent and its agents in
the preparation, execution, delivery, filing, recordation, administration or
enforcement of this Agreement, any other Security Document or the Intercreditor
Agreement or any consent, amendment, supplement, waiver or other modification
relating hereto or thereto;

       

      (c) all
reasonable fees, expenses and disbursements of legal counsel (in each case
including allocated costs of internal counsel) and any auditors, accountants,
consultants or appraisers or other professional advisors and agents engaged by
the Collateral Agent (or its counsel) incurred in connection with the
negotiation, preparation, closing, administration, performance or enforcement of
this Agreement, the other Security Documents and the Intercreditor Agreement or
any consent, amendment, supplement, waiver or other modification relating hereto
or thereto and any other document or matter requested by any
Grantor;

       

      (d) all
reasonable costs and expenses incurred by the Collateral Agent and its agents in
creating, perfecting, preserving, releasing or enforcing the Collateral Agent’s
Liens on the Collateral, including filing and recording fees, expenses and
taxes, stamp or documentary taxes, search fees, title insurance premiums and
reasonable fees, expenses and disbursements of counsel to the Collateral Agent
(in each case including allocated costs of internal counsel) and of counsel for
the Grantors or any “grantor” or “pledgor” under any applicable Security
Document providing any opinions that the Collateral Agent may reasonably request
in respect of the Collateral or the Liens created pursuant to this Agreement and
the other Security Documents;

       

      (e) all other
reasonable costs and expenses incurred by the Collateral Agent and its agents in
connection with the negotiation, preparation and execution of this Agreement,
the other Security Documents and the Intercreditor Agreement and any consents,
amendments, supplements, waivers or other modifications thereto and the
transactions contemplated thereby or the exercise of rights or performance of
obligations by the Collateral Agent hereunder and thereunder, including all
costs of furnishing opinions by counsel for the Grantors; and

       

      (f) upon and
after the occurrence of any Event of Default, all costs and expenses incurred by
the Collateral Agent or its agents in connection with the preservation, custody,
collection, foreclosure or enforcement of the Collateral subject to the Security
Documents or any interest, right, power or remedy of the Collateral Agent or in
connection with the collection or enforcement of any of the Secured Obligations
(including in connection with the sale of, collection from, or other realization
upon any of the Collateral) or any refinancing or restructuring of the credit
arrangements provided under the Indenture in the nature of a “work-out” or
pursuant to any insolvency, liquidation, bankruptcy or other similar case or
proceeding or the proof, protection, administration or resolution of any claim
based upon the Secured Obligations in any insolvency, liquidation, bankruptcy or
other similar case or proceeding, including all keeper’s fees and costs of
settlement and all reasonable fees and disbursements of attorneys (including
allocated costs of internal counsel), accountants, auditors, consultants,
appraisers and other professionals engaged by the Collateral Agent or its
agents.

       

      The
agreements in this Section 10.21 will survive repayment of the Obligations,
the termination of this Agreement and the removal or resignation of the
Collateral Agent.

       

      For the
avoidance of doubt, the provisions of the Indenture relating to the Collateral
Agent including, without limitation, the provisions relating to resignation or
removal of the Collateral Agent, reimbursement of expenses and the powers and
duties and immunities of the Collateral Agent are incorporated herein by this
reference and shall survive any termination of the Indenture.

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

      
        	
                10.22  

              	
                Release
      of Liens on Collateral.  The
      Collateral Agent’s Liens upon the Collateral will be
      released:

              


      

       

      (a)           in
whole, upon the occurrence of the Termination Date; provided that the
applicable Grantor(s) shall have delivered an Officers’ Certificate to the
Collateral Agent certifying that the conditions described in this clause (a)
have been met and an opinion of counsel (which counsel may be counsel for the
applicable Grantor(s)) that such release of the Collateral is permitted under,
and does not violate the terms of, any Indenture Document;

       

      (b)           as
to any Collateral that is sold, transferred or otherwise disposed of by any
other Grantor to a Person that is not (either before or after such sale,
transfer or disposition) another Grantor in a transaction or other circumstance
that does not violate the “Limitation on Asset Sales” provision of the Indenture
and is permitted by all of the Indenture Documents at the time of such sale,
transfer or other disposition or to the extent of the interest sold, transferred
or otherwise disposed of; provided that the
Collateral Agent’s Liens upon the Collateral will not be released if the sale or
disposition is subject to the “Merger, Consolidation or Sale of Assets”
provisions of the Indenture or any similar provision contained in any other
Indenture Document; provided, further, that the
Collateral Agent’s Liens will attach to the proceeds received in respect of any
such sale, transfer or other disposition;

       

      (c)           as
to a release of less than all or substantially all of the Collateral, if consent
to the release of such Liens of the Collateral Agent on the Collateral has been
given by a written direction of the requisite percentage or number of holders of
Notes (or the Trustee, on behalf of the holders of Notes) as permitted by, and
in accordance with, the Indenture; provided that the
applicable Grantor(s) shall have delivered an Officers’ Certificate to the
Collateral Agent certifying that the conditions described in this clause (c)
have been met and an opinion of counsel (which counsel may be counsel for the
applicable Grantor(s)) that such release of the Collateral is permitted under,
and does not violate the terms of, any Indenture Document; and

       

      (d)           as
to a release of all or substantially all of the Collateral, if (i) consent to
release of that Collateral has been given by the requisite percentage or number
of holders of Subordinated Lien Indebtedness at the time outstanding as provided
for in the Indenture Documents, and (ii) the applicable Grantor(s) shall have
delivered an Officers’ Certificate to the Collateral Agent certifying that the
conditions described in this clause (d) have been met.

       

      Notwithstanding
anything to the contrary in this Agreement, this Section 10 (other than Section
10.22) is intended solely for the benefit of, and will only be enforceable as a
third party beneficiary by, the Collateral Agent and each present and future
holder of Subordinated Lien Indebtedness.

       

      
        	
                SECTION
      11.  

              	
                CONTINUING
      SECURITY INTEREST; TRANSFER OF
NOTES.

              


      

       

      This
Agreement shall create a continuing security interest in the Collateral and
shall remain in full force and effect until the Termination Date, be binding
upon each Grantor, its successors and assigns, and inure, together with the
rights and remedies of the Collateral Agent hereunder, to the benefit of the
Collateral Agent, the other Secured Parties and their respective successors,
transferees and assigns.  Without limiting the generality of the
foregoing, but subject to the terms of the Indenture, any Secured Party may
assign or otherwise transfer any Notes held by it to any other Person to the
extent permitted under the Indenture, and such other Person shall thereupon
become vested with all the benefits in respect thereof granted to such Secured
Party herein or otherwise.  Upon the occurrence of the Termination
Date, the security interest granted hereby shall automatically terminate
hereunder and of record and all rights to the Collateral shall revert to the
Grantors.  Upon any such termination the Collateral Agent shall, at
the Grantors’ expense, execute and deliver to the Grantors or otherwise
authorize the filing of such documents as the Grantors shall reasonably request,
including UCC financing statement amendments to evidence such
termination.  Upon any sale, transfer or other disposition of
Collateral not prohibited by the Indenture, the Liens granted herein upon such
Collateral shall be deemed to be automatically released and such Collateral
shall automatically revert to the applicable Grantor with no further action on
the part of any Person.  The Collateral Agent shall, at the applicable
Grantor’s expense, execute and deliver or otherwise authorize the filing of such
documents as such Grantor shall reasonably request, in form and substance
reasonably satisfactory to the Collateral Agent, including UCC financing
statement amendments to evidence such release.

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

      
        	
                SECTION
      12.  

              	
                STANDARD
      OF CARE; COLLATERAL AGENT MAY
PERFORM.

              


      

       

      The
powers conferred on the Collateral Agent hereunder are solely to protect its
interest in the Collateral and shall not impose any duty upon it to exercise any
such powers.  Except for the exercise of reasonable care in the
custody of any Collateral in its possession and the accounting for moneys
actually received by it hereunder, the Collateral Agent shall have no duty as to
any Collateral or as to the taking of any necessary steps to preserve rights
against prior parties or any other rights pertaining to any
Collateral.  The Collateral Agent shall be deemed to have exercised
reasonable care in the custody and preservation of Collateral in its possession
if such Collateral is accorded treatment substantially equal to that which the
Collateral Agent accords its own property.  Neither the Collateral
Agent nor any of its directors, officers, employees or agents shall be liable
for failure to demand, collect or realize upon all or any part of the Collateral
or for any delay in doing so or shall be under any obligation to sell or
otherwise dispose of any Collateral upon the request of any Grantor or
otherwise.  If any Grantor fails to perform any agreement contained
herein, the Collateral Agent may itself perform, or cause performance of, such
agreement, and the expenses of the Collateral Agent incurred in connection
therewith shall be payable by the Grantors as set forth herein and the other
applicable Indenture Documents.

       

      
        	
                SECTION
      13.  

              	
                GAMING
      LAWS.

              


      

       

      The
Collateral Agent acknowledges, understands and agrees that the Gaming Laws may
impose certain licensing or transaction approval requirements prior to the
exercise of the rights and remedies granted to it under this Agreement with
respect to the Collateral subject to the Gaming Laws.

       

      If any
consent under the Gaming Laws is required in connection with the taking of any
of the actions which may be taken by the Collateral Agent in the exercise of its
rights hereunder, then each Grantor agrees to use its commercially reasonable
best efforts to secure such consent and to cooperate with the Collateral Agent
obtaining any such consent.  Upon the occurrence and during the
continuance of any Event of Default, each Grantor shall promptly execute and/or
cause the execution of all applications, certificates, instruments, and other
documents and papers that the Collateral Agent may be required to file in order
to obtain any necessary approvals under the Gaming Laws, and if such Debtor
fails or refuses to execute such documents, the Collateral Agent or the court
with jurisdiction may execute such documents on behalf of such
Grantor.

       

      The
Grantors and the Collateral Agent each acknowledges that, to the extent required
under applicable law, the consummation of the transactions contemplated hereby
and the exercise of remedies hereunder are subject to the Louisiana horse racing
and off-track betting statutes, La. R.S. 4:141 et seq. and 4:211 et seq., the
Video Draw Poker Devices Control Law, La. R.S. 27:301 et seq., the Louisiana
Pari-Mutuel Live Racing Facility Economic Redevelopment and Gaming Control Act
(Slots at the Track), La. R.S. 27:351 et seq., the Louisiana Gaming Control Law,
La. R.S. 27:1 et seq. and the regulations promulgated pursuant to such laws and
statutes, all as amended from time to time.  The Grantors and the
Collateral Agent each further acknowledges that the Gaming Licenses held by PGL
or any other Grantor are not part of the Collateral of this Agreement and that,
under the above described legislation and rules promulgated thereunder, the
Collateral Agent may be precluded from or otherwise limited in taking possession
of, or selling, the Collateral as provided for in this Agreement.  The
Grantors and the Collateral Agent each also acknowledges that due to various
legal restrictions, including, without limitation, licensing of operators of
pari-mutuel wagering facilities and prior approval of the sale or disposition of
assets of a licensed pari-mutuel wagering operation, the sale of Collateral may
be denied by Gaming Authorities or delayed pending Gaming Authority action or
approval.

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

      
        	
                SECTION
      14.  

              	
                MISCELLANEOUS.

              


      

       

      Any
notice required or permitted to be given under this Agreement shall be given in
accordance with Section 12.2 of the Indenture.  No failure or delay on
the part of the Collateral Agent in the exercise of any power, right or
privilege hereunder or under any other Indenture Document shall impair such
power, right or privilege or be construed to be a waiver of any default or
acquiescence therein, nor shall any single or partial exercise of any such
power, right or privilege preclude other or further exercise thereof or of any
other power, right or privilege.  All rights and remedies existing
under this Agreement and the other Indenture Documents are cumulative to, and
not exclusive of, any rights or remedies otherwise available.  In case
any provision in or obligation under this Agreement shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired
thereby.  All covenants hereunder shall be given independent effect so
that if a particular action or condition is not permitted by any of such
covenants, the fact that it would be permitted by an exception to, or would
otherwise be within the limitations of, another covenant shall not avoid the
occurrence of a Default or an Event of Default if such action is taken or
condition exists.  This Agreement shall be binding upon and inure to
the benefit of the Collateral Agent and the Grantors and their respective
successors and assigns.  No Grantor shall, without the prior written
consent of the Collateral Agent given in accordance with the Indenture, assign
any right, duty or obligation hereunder.  This Agreement and the other
Indenture Documents embody the entire agreement and understanding between the
Grantors and the Collateral Agent and supersede all prior agreements and
understandings between such parties relating to the subject matter hereof and
thereof.  Accordingly, the Indenture Documents may not be contradicted
by evidence of prior, contemporaneous or subsequent oral agreements of the
parties.  There are no unwritten oral agreements between the
parties.

       

      No
amendment, restatement, supplement, modification or waiver of any of the
provisions of this Agreement shall be deemed to be made unless the same shall be
in writing signed on behalf of the applicable Grantors and the Collateral Agent
(or its authorized agent) (acting at the direction of the requisite percentage
or number of holders of Notes, in accordance with the Indenture); provided, however, that (a) any
amendment, restatement, supplement or other modification of this Agreement or
any other Security Document that has the effect solely of adding or maintaining
Collateral, or preserving, perfecting or establishing the Liens thereon or the
rights of the Collateral Agent therein will become effective when executed and
delivered by the applicable Grantor(s) party thereto and the Collateral Agent
and (b) no amendment, restatement, supplement or other modification of this
Agreement or any other Security Document that imposes any obligation upon the
Collateral Agent or adversely affects the rights of the Collateral Agent, in
each case, solely in its capacity as such, will become effective without the
consent of the Collateral Agent.  Any waiver by the Collateral Agent
shall be a waiver only with respect to the specific instance involved and shall
in no way impair the rights of the Collateral Agent or the obligations of the
Grantors to the Collateral Agent in any other respect or at any other
time.  Notwithstanding the foregoing, the Collateral Agent and each
applicable Grantor may, without the consent of any other Secured Party, enter
into any amendment, restatement, supplement or other modification of this
Agreement and any other Security Document to cure any ambiguity, defect or
inconsistency or to correct or supplement any provision in such document that
may be inconsistent with any other provision of a Security Document, or to
further the intended purposes hereof or thereof or to provide additional
benefits or rights to the Secured Parties or that does not adversely affect the
rights hereunder or under any other Security Document of any Secured Party, so
long as prior to the execution of any such amendment, restatement, supplement or
other modification, each applicable Grantor shall have delivered to the
Collateral Agent an Officers’ Certificate to the effect that such amendment,
modification or waiver complies with the foregoing requirements.

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

      This
Agreement may be executed in one or more counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute
but one and the same instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature
pages are physically attached to the same document.

       

      If any
provision of this Agreement limits, qualifies or conflicts with the duties
imposed by the Trust Indenture Act of 1939 as in effect on the date of this
Agreement, the imposed duties shall control.

       

      THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS
AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN
CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF
ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE
LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY
INTEREST).

       

      THE PROVISIONS OF THE INDENTURE UNDER
THE HEADINGS “CONSENT TO
JURISDICTION” AND
“WAIVER OF JURY
TRIAL” ARE INCORPORATED
HEREIN BY THIS REFERENCE AND SUCH INCORPORATION SHALL SURVIVE ANY TERMINATION OF
THE INDENTURE.

       

      [Signature Pages
Follow]

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      



      IN
WITNESS WHEREOF, each Grantor and the Collateral Agent have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

       

      AB CASINO ACQUISITION
LLC,

      as
Grantor

      


      


      By:    /s/Natalie
Schramm                                            

      Name: 
Natalie Schramm

      Title:   
CFO

      


      


      DIAMOND JO, LLC,

      as
Grantor

      


       

      
        By:    /s/Natalie
Schramm                                            

        Name: 
Natalie Schramm

        Title:   
CFO



      

      DIAMOND JO WORTH,
LLC,

      as
Grantor

      


      
        By:   /s/ Natalie
Schramm                                            

        Name: 
Natalie Schramm

        Title:   
CFO


      

      
      

      


      PENINSULA GAMING
LLC,

      as
Grantor

      


      
        By:    /s/Natalie
Schramm                                            

        Name: 
Natalie Schramm

        Title:   
CFO


      

      
      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      PENINSULA GAMING
CORP.,

      as
Grantor

      
        By:    /s/Natalie
Schramm                                            

        Name: 
Natalie Schramm

        Title:   
CFO


      

       

       

      THE OLD EVANGELINE DOWNS,
L.L.C.,

      as
Grantor

      


      
        By:    /s/Natalie
Schramm                                            

        Name: 
Natalie Schramm

        Title:   
CFO


      

                                               

       

      
      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      U.S.
BANK NATIONAL ASSOCIATION,

      as
Collateral Agent

      


      


      By:    /s/Raymond S.
Haverstock                                     

      Name: 
Raymond S. Haverstock

      Title:    Vice
President         

       

      
      

      


      
         

         

         

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
5.1

     

    TO PLEDGE
AND SECURITY AGREEMENT

     

    GENERAL
INFORMATION

     

    
      	
              (A)

            	
              Full
      Legal Name, Type of Organization, Jurisdiction of Organization, Chief
      Executive Office/Sole Place of Business (or Residence if Grantor is a
      Natural Person) and Organizational Identification Number of each
      Grantor:

            


    

     

    
      	
              Full Legal Name

            	
              Type of Organization

            	
              Jurisdiction
      of Organization

            	
              Chief
      Executive

              Office/Sole
      Place of Business (or Residence if Grantor is a Natural Person)

            	
              Organization
      Identification
  Number

            
	
              AB
      Casino Acquisition LLC

            	
              Limited
      liability company

            	
              Delaware

            	
              600
      Star Brewery Dr., Ste 110, Dubuque, IA 52001

               

            	
              4698132

            
	
              Diamond
      Jo, LLC

            	
              Limited
      liability company

            	
              Delaware

            	
              600
      Star Brewery Dr., Ste 110

              Dubuque,
      IA 52001

               

            	
              2997238

            
	
              Diamond
      Jo Worth, LLC

            	
              Limited
      liability company

            	
              Delaware

            	
              600
      Star Brewery Dr., Ste 110

              Dubuque,
      IA 52001

               

            	
              3869980

            
	
              Peninsula
      Gaming, LLC

            	
              Limited
      liability company

            	
              Delaware

            	
              600
      Star Brewery Dr., Ste 110

              Dubuque,
      IA  52001

               

            	
              3770307

            
	
              Peninsula
      Gaming Corp.

            	
              Corporation

            	
              Delaware

            	
              600
      Star Brewery Dr., Ste 110

              Dubuque,
      IA  52001

               

            	
              3620505

            
	
              The
      Old Evangeline Downs, L.L.C.

            	
              Limited
      liability company

            	
              Louisiana

            	
              600
      Star Brewery Dr., Ste 110,

              Dubuque,
      IA 52001

               

            	
              34477499K

            


    

    


    
      	
              (B)

            	
              Other
      Names (including any Trade Name or Fictitious Business Name) under which
      each Grantor currently conducts
business:

            


    

     

    
      	
              Full Legal Name

            	
              Trade Name or Fictitious Business
      Name

            
	
              Diamond
      Jo, LLC

               

               

               

               

               

               

            	
              Diamond
      Jo Casino

              Dubuque
      Diamond Jo Casino

              Mojo’s
      Sports Bar

              Woodfire
      Grill

              Kitchen
      Buffet

              Cherry
      Lanes

              Mississippi
      Moon Bar

               

            
	
              Diamond
      Jo Worth, LLC

               

            	
              Diamond
      Jo Casino

              Jo
      Stop

              Pheasant
      Links

              Woodfire
      Grill

              Kitchen
      Buffet

               

            
	
              The
      Old Evangeline Downs, L.L.C.

               

            	
              Evangeline
      Downs Racetrack & Casino

              Races
      & Aces

              Mojo’s
      Sports Bar

              Zydeco’s
      Center Bar

              Po
      Boy’s

              Paddock
      Lounge

              Finish
      Line Bar & Grill

              Blackberry’s

              Café
      24/7

              Bayou
      Gifts & Smokes

              Cajun
      Buffet

              Horseman’s
      Bar & Grill

              John
      Henry Room

              Silk’s
      Restaurant

               

            


    

    


    
      
        SCHEDULE 5.1-1

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              (C)

            	
              Changes
      in Name, Jurisdiction of Organization, Chief Executive Office or Sole
      Place of Business (or Principal Residence if Grantor is a Natural Person)
      and Corporate Structure within past five
years:

            


    

     

    
      	
              Grantor

            	
              Date of Change

            	
              Description of Change

            
	
              Peninsula
      Gaming, LLC

            	
              11/7/2008

            	
              Address
      change (previous address: 400 E. Third Street, Dubuque, IA
      52001)

            
	
              Diamond
      Jo, LLC

            	
              11/7/2008

            	
              Address
      change (previous address: 400 E. Third Street, Dubuque, IA
      52001)

            
	
              Diamond
      Jo Worth, LLC

            	
              11/7/2008

            	
              Address
      change (previous address: 400 E. Third Street, Dubuque, IA
      52001)

            
	
              Peninsula
      Gaming Corp.

            	
              11/7/2008

            	
              Address
      change (previous address: 400 E. Third Street, Dubuque, IA
      52001)

            
	
              The
      Old Evangeline Downs, L.L.C.

               

            	
              11/7/2008

            	
              Address
      change (previous address: 400 E. Third Street, Dubuque, IA
      52001)

            


    

    


    
      	
              (D)

            	
              Agreements
      pursuant to which any Grantor is bound as debtor within past five
      years:  None.

            


    

     


    
      
        
          SCHEDULE
5.1-2

          


           NY\1552541.5

        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
5.2

     

    TO PLEDGE
AND SECURITY AGREEMENT

     

    COLLATERAL
IDENTIFICATION

     

    I.  INVESTMENT
RELATED PROPERTY

    


    
      	
              (A)

            	
              Pledged
      Debt:  None.

            


    

    


    (B)           Securities
Accounts:  None.

    


    (C)           Deposit
Accounts:

    


    
      	
              Grantor

            	
              Name
      and Address of Depositary
      Bank

            	
              Account Number

            	
              Type of Account

            
	
              AB
      Casino Acquisition LLC

            	
              American
      Trust, P.O. Box 938, Dubuque, IA 52004

            	
              2237487679

            	
              Checking

            
	
              Diamond
      Jo, LLC

            	
              American
      Trust, P.O. Box 938, Dubuque, IA 52004

            	
              2002256

            	
              Checking

            
	
              Diamond
      Jo, LLC

            	
              American
      Trust, P.O. Box 938, Dubuque, IA 52004

            	
              2012474

            	
              Money
      market

            
	
              Diamond
      Jo, LLC

            	
              American
      Trust, P.O. Box 938, Dubuque, IA 52004

            	
              2062552

            	
              Depository

            
	
              Diamond
      Jo, LLC

            	
              American
      Trust, P.O. Box 938, Dubuque, IA 52004

            	
              2002280

            	
              Jackpot

            
	
              Diamond
      Jo, LLC

            	
              American
      Trust, P.O. Box 938, Dubuque, IA 52004

            	
              246840-222-3

            	
              Credit
      card

            
	
              Diamond
      Jo Worth, LLC

            	
              American
      Trust, P.O. Box 938, Dubuque, IA 52004

            	
              000201-383-7

            	
              General

            
	
              Diamond
      Jo Worth, LLC

            	
              American
      Trust, P.O. Box 938, Dubuque, IA 52004

            	
              000202-417-2

            	
              Checking

            
	
              Diamond
      Jo Worth, LLC

            	
              American
      Trust, P.O. Box 938, Dubuque, IA 52004

            	
              000020-133-2

            	
              Repo
      account

            
	
              Diamond
      Jo Worth, LLC

            	
              American
      Trust, P.O. Box 938, Dubuque, IA 52004

            	
              2783669308

            	
              Checking

            
	
              Diamond
      Jo Worth, LLC

            	
              Northwoods
      State Bank, 900 Central Avenue, Northwood, IA 50459

            	
              1011722

            	
              General

            
	
              Diamond
      Jo Worth, LLC

            	
              Northwoods
      State Bank, 900 Central Avenue, Northwood, IA 50459

            	
              1011780

            	
              Jackpot

            
	
              Diamond
      Jo Worth, LLC

            	
              Northwoods
      State Bank, 900 Central Avenue, Northwood, IA 50459

            	
              1011764

            	
              Lottery

            
	
              Diamond
      Jo Worth, LLC

            	
              Northwoods
      State Bank, 900 Central Avenue, Northwood, IA 50459

            	
              1012716

            	
              Deposit

            
	
              The
      Old Evangeline Downs, L.L.C.

            	
              Capital
      One, P.O. Box 61540, New Orleans, LA 70161

            	
              2080312175

            	
              Races
      and Aces account

            
	
              The
      Old Evangeline Downs, L.L.C.

            	
              Capital
      One, P.O. Box 61540, New Orleans, LA 70161

            	
              2080312205

            	
              Casino
      operating account

            
	
              The
      Old Evangeline Downs, L.L.C.

            	
              Capital
      One, P.O. Box 61540, New Orleans, LA 70161

            	
              2080312221

            	
              Track
      operating account

            
	
              The
      Old Evangeline Downs, L.L.C.

            	
              Capital
      One, P.O. Box 61540, New Orleans, LA 70161

            	
              2080312442

            	
              Casino
      telecheck account

            
	
              The
      Old Evangeline Downs, L.L.C.

            	
              Capital
      One, P.O. Box 61540, New Orleans, LA 70161

            	
              2080312299

            	
              Track
      AP account

            
	
              The
      Old Evangeline Downs, L.L.C.

            	
              Capital
      One, P.O. Box 61540, New Orleans, LA 70161

            	
              2080312302

            	
              Casino
      AP account

            
	
              The
      Old Evangeline Downs, L.L.C.

            	
              Capital
      One, P.O. Box 61540, New Orleans, LA 70161

            	
              2080312310

            	
              Racetrack
      winning ticket account

            
	
              The
      Old Evangeline Downs, L.L.C.

            	
              Capital
      One, P.O. Box 61540, New Orleans, LA 70161

            	
              2080312329

            	
              Racetrack
      credit card

            
	
              The
      Old Evangeline Downs, L.L.C.

            	
              Capital
      One, P.O. Box 61540, New Orleans, LA 70161

            	
              2080532760

            	
              OED
      consolidated account – overnight investment

            
	
              The
      Old Evangeline Downs, L.L.C.

            	
              Capital
      One, P.O. Box 61540, New Orleans, LA 70161

            	
              2080312388

            	
              Casino
      control account

            
	
              The
      Old Evangeline Downs, L.L.C.

            	
              Capital
      One, P.O. Box 61540, New Orleans, LA 70161

            	
              2080312477

            	
              Casino
      jackpot account

            
	
              The
      Old Evangeline Downs, L.L.C.

            	
              Capital
      One, P.O. Box 61540, New Orleans, LA 70161

            	
              2080312485

            	
              Casino
      credit card account

            
	
              The
      Old Evangeline Downs, L.L.C.

            	
              Capital
      One, P.O. Box 61540, New Orleans, LA 70161

            	
              2081422195

            	
              Casino
      depository account

            
	
              The
      Old Evangeline Downs, L.L.C.

            	
              Capital
      One, P.O. Box 61540, New Orleans, LA 70161

            	
              2081422209

            	
              Track
      depository account

            
	
              Peninsula
      Gaming, LLC

            	
              American
      Trust, P.O. Box 938, Dubuque, IA 52004

            	
              2012177

            	
              Checking

            


    

    


    
      
        
        

      

      
        SCHEDULE 5.2-1

        
          

        

      

      
        
        

      

    

    (D)           Commodity
Contracts and Commodity Accounts:  None.

    


    II.  INTELLECTUAL
PROPERTY

     

    
      	
              (A)

            	
              Copyrights:  None.

            


    

    


    
      	
              (B)

            	
              Copyright
      Licenses:  None.

            


    

    


    
      	
              (C)

            	
              Patents:  None.

            


    

    


    
      	
              (D)

            	
              Patent
      Licenses:  None.

            


    

    


    
      	
              (E)

            	
              Trademarks:

            


    

    


    
      	
              Grantor

            	
              Jurisdiction

            	
              Trademark

            	
              Registration
      Number/ (Serial
    Number)

            	
              Registration
      Date/

              (Filing Date)

            
	
              The
      Old Evangeline Downs, L.L.C.

            	
              U.S.
      Federal

            	
              RACES
      & ACES EVANGELINE DOWNS CASINO & OFF-TRACK BETTING (and
      Design)

               

            	
              3,022,401

              (76-518,029)

               

            	
              12/6/06

              (5/30/03)

            
	
              Peninsula
      Gaming, LLC

            	
              Iowa

            	
              WOODFIRE
      GRILLE (and Design)

            	
              359,501

            	
              2/20/08

            
	
              Peninsula
      Gaming, LLC

            	
              Minnesota

            	
              WOODFIRE
      GRILLE (and Design)

            	
              27,272,072

            	
              2/25/08

            
	
              The
      Old Evangeline Downs, L.L.C.

            	
              Louisiana

            	
              EVANGELINE
      DOWNS RACETRACK & CASINO (and Design)

            	
              579617

            	
              10/1/03

            
	
              The
      Old Evangeline Downs, L.L.C.

            	
              Louisiana

            	
              RACES
      & ACES

            	
              577432;
      577476

            	
              3/21/03

            
	
              The
      Old Evangeline Downs, L.L.C.

            	
              Louisiana

            	
              Design
      only consisting of a drawing of jester/Mardi Gras figure on
      horseback

            	
              577430

            	
              3/21/03

            


    

    


    
      
        SCHEDULE 5.2-2

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              (F)

            	
              Trademark
      Licenses:  None.

            


    

    


    
      	
              (G)

            	
              Trade
      Secret Licenses:  None.

            


    

     

    
      	
               
      

            	
              III.  COMMERCIAL
      TORT CLAIMS

            


    

     

    None.

    


    IV.  LETTER
OF CREDIT RIGHTS

    


    None.

    


    V.  WAREHOUSEMAN,
BAILEES AND OTHER THIRD PARTIES IN POSSESSION OF COLLATERAL

    


    None.

    
      	
               
      

            	
              VI.  TIMBER
      TO BE CUT

            


    

     

    None.

    


    
      	
               
      

            	
              VII.  JUDGMENTS

            


    

     

    None.


    
      
        
          SCHEDULE
5.2-3

          


           NY\1552541.5

        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
5.4

     

    TO PLEDGE
AND SECURITY AGREEMENT

     

    
      	
               
      

            	
              UCC
      FINANCING STATEMENTS

            


    

     

    


    
      	
              Grantor

            	
              Filing Jurisdiction(s)

            
	
              AB
      Casino Acquisition LLC

            	
              Secretary
      of State of the State of Delaware

            
	
              Diamond
      Jo, LLC

            	
              Secretary
      of State of the State of Delaware

            
	
              Diamond
      Jo Worth, LLC

            	
              Secretary
      of State of the State of Delaware

            
	
              Peninsula
      Gaming, LLC

            	
              Secretary
      of State of the State of Delaware

            
	
              Peninsula
      Gaming Corp.

            	
              Secretary
      of State of the State of Delaware

            
	
              The
      Old Evangeline Downs, L.L.C.

            	
              East
      Baton Rouge Parish Clerk of Court, Louisiana

              West
      Baton Rouge Parish Clerk of Court, Louisiana

              St.
      Landry’s Parish Clerk of Court,
Louisiana

            


    


    
      
        
          SCHEDULE
5.4-1

          


           NY\1552541.5

        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
5.5

    TO PLEDGE
AND SECURITY AGREEMENT

    


    LOCATIONS
OF EQUIPMENT AND INVENTORY

     

    


    301 Bell
Street

    Dubuque,
IA 52001

    (Including
Lot 2, Lot 3 and Lot 4 of Adams Company’s 3rd
Addition)

    


    801
Jackson Street

    Dubuque,
IA 52001

    (Warehouse)

    


    777
Diamond Jo Lane

    Northwood,
IA 50459

    


    d/b/a
Pheasant Links

    124
Arrowhead Road

    Emmons,
MN 56029

    


    102
Arrowhead Road

    Emmons,
MN 56029

    


    5055 W.
Patrick, Ste 104

    Las
Vegas, NV 89118

    


    600 Star
Brewer Dr., Ste 110

    Dubuque,
IA 52001

    


    Evangeline
Downs OTB Port Allen

    2685
Office Park Drive

    Port
Allen, LA 70767

    


    Evangeline
Downs Racetrack and Casino

    2235
Creswell Lane Ext.

    Opelousas,
LA 70570

    


    Construction
Office

    2407
Creswell Lane Ext.

    Opelousas,
LA 70570

    


    Races
& Aces Eunice

    1051 East
Laurel Avenue

    Eunice,
LA 70535

    


    Races
& Aces Henderson

    2939A
Grand Point Hwy.

    Breaux
Bridge, LA 70517

    


    Races
& Aces New Iberia

    710
Jefferson Terrace Blvd.

    New
Iberia, LA 70560


    
      
        
          SCHEDULE
5.5-1

          


           NY\1552541.5

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    TO PLEDGE
AND SECURITY AGREEMENT

     

    PLEDGE
SUPPLEMENT

     

    This
PLEDGE SUPPLEMENT, dated
as of [_________], 20[__] (this “Pledge Supplement”), is
delivered by [NAME OF
GRANTOR], a [jurisdiction of organization] [corporation][limited
liability company][limited partnership] (the “Grantor”), pursuant to the
Pledge and Security Agreement, dated as of [_________], 2009 (as amended,
restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among
[AB CASINO ACQUISITION
LLC, a Delaware limited liability company], DIAMOND JO, LLC, a Delaware
limited liability company, DIAMOND JO WORTH, LLC, a
Delaware limited liability company, PENINSULA GAMING, LLC, a
Delaware limited liability company, PENINSULA GAMING CORP., a
Delaware corporation, THE OLD
EVANGELINE DOWNS, L.L.C., a Louisiana limited liability company, the
other Grantors party thereto and U.S. BANK NATIONAL
ASSOCIATION, as Collateral Agent.  Capitalized terms used
herein not otherwise defined herein shall have the meanings ascribed thereto in
the Security Agreement.

     

    The
Grantor hereby confirms the grant to the Collateral Agent set forth in the
Security Agreement of, and does hereby grant to the Collateral Agent, a security
interest in and continuing lien on all of the Grantor’s right, title and
interest in, to and under all Collateral to secure the Secured Obligations, in
each case whether now or hereafter existing or in which the Grantor now has or
hereafter acquires an interest and wherever the same may be
located.  The Grantor represents and warrants that the attached
Supplements to Schedules accurately and completely set forth all additional
information required to be provided pursuant to the Security Agreement and
hereby agrees that such Supplements to Schedules shall constitute part of the
Schedules to the Security Agreement.

     

    THIS
PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND
ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER
SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE
APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC
RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE
SECURITY INTEREST).

     

    IN WITNESS WHEREOF, the
Grantor has caused this Pledge Supplement to be duly executed and delivered by
its duly authorized officer as of [_________], 20[__].

     

    [NAME
OF GRANTOR]

     

    By:_____________________________

     

    Name:

     

    Title:

     


    
      
        
          EXHIBIT
A-1

          


           NY\1552541.5

        

         


      

      
         


        
          

        

      

      
         


      

    


    SUPPLEMENT
TO SCHEDULE 5.1

     

    TO PLEDGE
AND SECURITY AGREEMENT

     

    Additional
Information:

     

    GENERAL
INFORMATION

     

    
      	
              (A)

            	
              Full
      Legal Name, Type of Organization, Jurisdiction of Organization, Chief
      Executive Office/Sole Place of Business (or Residence if Grantor is a
      Natural Person) and Organizational Identification Number of each
      Grantor:

            


    

     

    
      	
              Full Legal Name

            	
              Type of Organization

            	
              Jurisdiction
      of Organization

            	
              Chief
      Executive

              Office/Sole
      Place of Business (or Residence if Grantor is a Natural Person)

            	
              Organization
      Identification
  Number

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    


    
      	
              (B)

            	
              Other
      Names (including any Trade Name or Fictitious Business Name) under which
      each Grantor currently conducts
business:

            


    

     

    
      	
              Full Legal Name

            	
              Trade Name or Fictitious Business
      Name

            
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    


    
      	
              (C)

            	
              Changes
      in Name, Jurisdiction of Organization, Chief Executive Office or Sole
      Place of Business (or Principal Residence if Grantor is a Natural Person)
      and Corporate Structure within past five
years:

            


    

     

    
      	
              Grantor

            	
              Date of Change

            	
              Description of Change

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    
      	
              (D)

            	
              Agreements
      pursuant to which any Grantor is bound as debtor within past five
      years:

            


    

     

    
      	
              Grantor

            	
              Description of Agreement

            
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    



    
      
        
          EXHIBIT
A-2

           NY\1552541.5

        

         


      

      
         


        
          

        

      

      
         


      

    


    SUPPLEMENT
TO SCHEDULE 5.2

    TO PLEDGE
AND SECURITY AGREEMENT

    


     

    COLLATERAL
IDENTIFICATION

     

    I.  INVESTMENT
RELATED PROPERTY

    


    (A)           Pledged
Debt:

    


    
      	
              Grantor

            	
              Issuer

            	
              Original
      Principal Amount

            	
              Outstanding
      Principal Balance

            	
              Issue Date

            	
              Maturity Date

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


    

    


    (B)           Securities
Accounts:

    


    
      	
              Grantor

            	
              Name
      and Address of Securities
      Intermediary

            	
              Account Number

            	
              Account Name

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    


    (C)           Deposit
Accounts:

    


    
      	
              Grantor

            	
              Name
      and Address of Depositary
      Bank

            	
              Account Number

            	
              Account Name

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    


    (D)           Commodity
Contracts and Commodities Accounts:

    


    
      	
              Grantor

            	
              Name
      and Address of Commodities
      Intermediary

            	
              Account Number

            	
              Account Name

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    


    II.  INTELLECTUAL
PROPERTY

     

    
      	
              (A)

            	
              Copyrights:

            


    

    


    
      	
              Grantor

            	
              Jurisdiction

            	
              Title of Work

            	
              Registration
      Number (if any)

            	
              Registration
      Date (if any)

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    


    
      	
              (B)

            	
              Copyright
      Licenses:

            


    

    


    
      
        
        

      

      
        EXHIBIT A-3

        
          

        

      

      
        
        

      

    

    
      	
              Grantor

            	
              Description
      of Copyright License

            	
              Registration
      Number (if any) of underlying Copyright

            	
              Name of Licensor

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    


    
      	
              (C)

            	
              Patents:

            


    

    


    
      	
              Grantor

            	
              Jurisdiction

            	
               

              Title of Patent

            	
              Patent
      Number/ (Application
      Number)

            	
              Issue
      Date/ (Filing
Date)

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    


    
      	
              (D)

            	
              Patent
      Licenses:

            


    

    


    
      	
              Grantor

            	
              Description
      of Patent License

            	
              Patent
      Number of underlying
      Patent

            	
              Name of Licensor

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    


    
      	
              (E)

            	
              Trademarks:

            


    

    


    
      	
              Grantor

            	
              Jurisdiction

            	
               

               

              Trademark

            	
              Registration
      Number/ (Serial
    Number)

            	
              Registration
      Date/

              (Filing Date)

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    


    
      	
              (F)

            	
              Trademark
      Licenses:

            


    

    


    
      	
              Grantor

            	
              Description
      of Trademark License

            	
              Registration
      Number of underlying
      Trademark

            	
              Name of Licensor

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    


    
      	
              (G)

            	
              Trade
      Secret Licenses:

            


    

     

    
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

    


    
      	
               
      

            	
              III.  COMMERCIAL
      TORT CLAIMS

            


    

     

    
      	
              Grantor

            	
              Commercial Tort Claims

            
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

        

    
      
        EXHIBIT A-4

      

      
        
        

        
          

        

      

      
        
        

      

    

            
IV.  LETTER OF CREDIT RIGHTS

    


    
      	
              Grantor

            	
              Description of Letters of
      Credit

            
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    


           
V.  WAREHOUSEMAN, BAILEES AND OTHER THIRD PARTIES IN POSSESSION OF
COLLATERAL

    


    
      	
              Grantor

            	
              Description of Property

            	
              Name and Address of Third
    Party

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    
      	
               
      

            	
              VI.  TIMBER
      TO BE CUT

            


    

     

    
      	
              Grantor

            	
              Description of Property

            
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    


    
      	
               
      

            	
              VII.  JUDGMENTS

            


    

     

    
      	
              Grantor

            	
              Description of Judgment

            
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    



    
      
        
          EXHIBIT
A-5

          5

        

         


      

      
         


        
          

        

      

      
         


      

    


    SUPPLEMENT
TO SCHEDULE 5.4

    TO PLEDGE
AND SECURITY AGREEMENT

    


    
      	
               
      

            	
              UCC
      FINANCING STATEMENTS

            


    

     

    
      	
              Grantor

            	
              Filing Jurisdiction(s)

            
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    



    
      
        
          EXHIBIT
A-6

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SUPPLEMENT
TO SCHEDULE 5.5

     

    TO PLEDGE
AND SECURITY AGREEMENT

     

    LOCATIONS
OF EQUIPMENT AND INVENTORY

     

    
      	
              Name of Grantor

            	
              Location of Equipment and
      Inventory

            
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    



    
      
        
          EXHIBIT
A-7

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    TO PLEDGE
AND SECURITY AGREEMENT

    


     

    FORM
OF PATENT SECURITY AGREEMENT

     

    This
PATENT SECURITY
AGREEMENT, dated as of [__________], 20[__] (as it may be amended,
restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the
entities identified as grantors on the signature pages hereto (collectively, the
“Grantors”) in favor of
U.S. BANK NATIONAL
ASSOCIATION, as collateral agent for the Secured Parties (in such
capacity, together with its successors and permitted assigns, the “Collateral
Agent”).

     

    WHEREAS, the Grantors are
party to a Pledge and Security Agreement, dated as of August [__], 2009 (as
amended, restated, supplemented or otherwise modified from time to time, the
“Security Agreement”),
among the Grantors, the other grantors party thereto and the Collateral Agent,
pursuant to which the Grantors granted a security interest to the Collateral
Agent in the Patent Collateral (as defined below) and are required to execute
and deliver this Agreement.

     

    NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Grantors hereby
agree with the Collateral Agent as follows:

     

    SECTION
1. Defined
Terms

     

    Unless
otherwise defined herein, terms defined in the Security Agreement and used
herein have the meaning given to them in the Security Agreement.

     

    SECTION
2. Grant
of Security Interest

     

    Each
Grantor hereby grants to the Collateral Agent, for the benefit of the Secured
Parties, a security interest in and continuing lien on all of such Grantor’s
right, title and interest in, to and under the following, in each case whether
now owned or existing or hereafter acquired, developed, created or arising and
wherever located (collectively, the “Patent
Collateral”):

     

    (a)           all
United States and foreign patents and certificates of invention, or similar
industrial property rights, and applications for any of the foregoing,
including, but not limited to: (i) each patent and patent application listed or
required to be listed in Schedule A attached hereto, (ii) all reissues,
divisions, continuations, continuations-in-part, extensions, renewals, and
reexaminations thereof, (iii) all patentable inventions and improvements
thereto, (iv) the right to sue or otherwise recover for any past, present and
future infringement or other violation thereof, (v) all Proceeds of the
foregoing, including, without limitation, license fees, royalties, income,
payments, claims, damages, and proceeds of suit now or hereafter due and/or
payable with respect thereto, (vi) all payments and rights to payments arising
out of the sale, lease, license, assignment or other disposition thereof, and
(vii) all other rights of any kind accruing thereunder or pertaining thereto
throughout the world (collectively, “Patents”);

     

    (b)           any
and all agreements, licenses and covenants providing for the granting of any
right in or to any Patent or otherwise providing for a covenant not to sue for
infringement, dilution or other violation of any Patent or permitting
co-existence with respect to a Patent (whether such Grantor is licensee or
licensor thereunder) including, without limitation, those listed or required to
be listed in Schedule A attached hereto;

     

    
      
            EXHIBIT
B-1

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)           all
rights to sue or otherwise recover for any past, present and future
infringement, dilution, misappropriation, or other violation or impairment
thereof, including the right to receive all Proceeds therefrom, including
without limitation license fees, royalties, income, payments, claims, damages
and proceeds of suit, now or hereafter due and/or payable with respect thereto;
and

     

    (d)           to
the extent not otherwise included, all Proceeds, Supporting Obligations and
products of any and all of the foregoing and all collateral security and
guarantees given by any Person with respect to any of the
foregoing,

     

    in each
case, to the extent not constituting Excluded Assets.

     

    SECTION
3. Security
Agreement

     

    The
security interest granted pursuant to this Agreement is granted in conjunction
with the security interest granted to the Collateral Agent for the Secured
Parties pursuant to the Security Agreement, and the Grantors hereby acknowledge
and affirm that the rights and remedies of the Collateral Agent with respect to
the security interest in the Patent Collateral made and granted hereby are more
fully set forth in the Security Agreement, the terms and provisions of which are
incorporated by reference herein as if fully set forth herein.  In the
event that any provision of this Agreement is deemed to conflict with the
Security Agreement, the provisions of the Security Agreement shall
control.

     

    SECTION
4. Governing
Law

     

    THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS
AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN
CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF
ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF LAW RELATING TO THE LAW
GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY
INTEREST).

     

    SECTION
5. Counterparts

     

    This
Agreement may be executed in one or more counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute
but one and the same instrument.

     

    SECTION
6. Intercreditor
Agreement

     

    Notwithstanding
anything herein to the contrary, the Lien and security interest granted to the
Collateral Agent pursuant to this Agreement and the exercise of any right or
remedy by the Collateral Agent hereunder are subject to the provisions of the
Intercreditor Agreement, dated as of August [__], 2009 (as amended, restated,
supplemented or otherwise modified from time to time, the “Intercreditor Agreement”),
between U.S. Bank National Association, as Subordinated Lien Creditor
Representative (as defined therein), and the Senior Lien Administrative Agent,
and acknowledged by the Grantors and the other Persons from time to time party
thereto, at any time when any Credit Facility Indebtedness exists that has not
been Fully Paid (as such terms are defined therein).  In the event of
any conflict between the terms of the Intercreditor Agreement and this
Agreement, the terms of the Intercreditor Agreement shall govern and
control.

     


    
      
        
          EXHIBIT
B-2

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, each
Grantor has caused this Agreement to be executed and delivered by its duly
authorized officer as of the date first set forth above.

     

    [NAME
OF GRANTOR]

     

    
      	
               
      

            	
              By:

            	 	 


    

     

    
      	
               
      

            	
              Name:

            


    

     

    
      	
               
      

            	
              Title:

            


    

    


    
      	
               
      

            	
              Address:

            	
              ____________________________

            


    

    
      	
               
      

            	
              ____________________________

            


    

    
      	
               
      

            	
              ____________________________

            


    

    


    STATE
OF                                      
)

                      
)           ss.

    COUNTY
OF                                   
)


    On this
____ day of ____________, ____ before me personally appeared
___________________, proved to me on the basis of satisfactory evidence to be
the person who executed the foregoing instrument on behalf of
____________________, who being by me duly sworn did depose and say that he/she
is an authorized officer of said corporation, that the said instrument was
signed on behalf of said corporation as authorized by its Board of Directors and
that he/she acknowledged said instrument to be the free act and deed of said
corporation.

     

    Notary
Public

    


    [NAME
OF GRANTOR]

     

     

    
      	
               
      

            	
              By:

            	 	 


    

     

     

    
      	
               
      

            	
              Name:

            


    

     

     

    
      	
               
      

            	
              Title:

            


    

     

    
      	
               
      

            	
              Address:

            	
              ____________________________

            


    

    
      	
               
      

            	
              ____________________________

            


    

    
      	
               
      

            	
              ____________________________

            


    

    


    STATE
OF                                          
)

                   )           ss.

    COUNTY
OF                                       )

    


    On this
____ day of ____________, ____ before me personally appeared
___________________, proved to me on the basis of satisfactory evidence to be
the person who executed the foregoing instrument on behalf of
____________________, who being by me duly sworn did depose and say that he/she
is an authorized officer of said corporation, that the said instrument was
signed on behalf of said corporation as authorized by its Board of Directors and
that he/she acknowledged said instrument to be the free act and deed of said
corporation.

     

    [ADD
SIGNATURE BLOCKS AND NOTARY BLOCKS FOR ANY OTHER GRANTORS]


    
      
        
          EXHIBIT
B-3

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Accepted
and Agreed:

     

    U.S. BANK NATIONAL
ASSOCIATION,

     

    as
Collateral Agent

     

    By:  ___________________________

     

      Name:

     

      Title:

     

    Address:
____________________________

      ____________________________

      ____________________________

    


     


    
      
        
          EXHIBIT
B-4

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
A

     

    to

     

    PATENT
SECURITY AGREEMENT

     

    PATENTS AND PATENT
APPLICATIONS

     

    
      	
              Title

            	
              Application Number

            	
              Filing Date

            	
              Patent Number

            	
              Issue Date

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    


     

    PATENTS
LICENSES

     

    
      	
              Description of Patent
    License

            	
              Name of Licensor

            	
              Patent
      Number of Underlying Patent

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    


    
      
        
          EXHIBIT
B-5

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    TO PLEDGE
AND SECURITY AGREEMENT

     

    FORM
OF TRADEMARK SECURITY AGREEMENT

     

    This
TRADEMARK SECURITY
AGREEMENT, dated as of [__________], 20[__] (as it may be amended,
restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the
entities identified as grantors on the signature pages hereto (collectively, the
“Grantors”) in favor of
U.S. BANK NATIONAL
ASSOCIATION, as collateral agent for the Secured Parties (in such
capacity, together with its successors and permitted assigns, the “Collateral
Agent”).

     

    WHEREAS, the Grantors are
party to a Pledge and Security Agreement, dated as of August [__], 2009 (as
amended, restated, supplemented or otherwise modified from time to time, the
“Security Agreement”),
among the Grantors, the other grantors party thereto and the Collateral Agent,
pursuant to which the Grantors granted a security interest to the Collateral
Agent in the Trademark Collateral (as defined below) and are required to execute
and deliver this Agreement.

     

    NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Grantors hereby
agree with the Collateral Agent as follows:

     

    SECTION
1. Defined
Terms

     

    Unless
otherwise defined herein, terms defined in the Security Agreement and used
herein have the meaning given to them in the Security Agreement.

     

    SECTION
2. Grant
of Security Interest in Trademark Collateral

     

    Each
Grantor hereby grants to the Collateral Agent, for the benefit of the Secured
Parties, a security interest in and continuing lien on all of such Grantor’s
right, title and interest in, to and under the following, in each case whether
now owned or existing or hereafter acquired, developed, created or arising and
wherever located (collectively, the “Trademark
Collateral”):

     

    (a)           all
United States, and foreign trademarks, trade names, trade dress, corporate
names, company names, business names, fictitious business names, Internet domain
names, service marks, certification marks, collective marks, logos, other source
or business identifiers, designs and general intangibles of a like nature,
whether or not registered, and with respect to any and all of the foregoing: (i)
all registrations and applications therefor including, without limitation, the
registrations and applications listed or required to be listed in Schedule A
attached hereto, (ii) all extensions or renewals of any of the foregoing, (iii)
all of the goodwill of the business connected with the use of and symbolized by
any of the foregoing, (iv) the right to sue or otherwise recover for any past,
present and future infringement, dilution or other violation of any of the
foregoing or for any injury to the related goodwill, (v) all Proceeds of the
foregoing, including, without limitation, license fees, royalties, income,
payments, claims, damages, and proceeds of suit now or hereafter due and/or
payable with respect thereto, (vi) all payments and rights to payments arising
out of the sale, lease, license, assignment or other disposition thereof, and
(vii) all other rights of any kind accruing thereunder or pertaining thereto
throughout the world (collectively, “Trademarks”);

     

    (b)           any
and all agreements, licenses and covenants providing for the granting of any
right in or to any Trademark or otherwise providing for a covenant not to sue
for infringement, dilution or other violation of any Trademark or permitting
co-existence with respect to a Trademark (whether such Grantor is licensee or
licensor thereunder) including, without limitation, those listed or required to
be listed in Schedule A attached hereto;

     

    
      
        EXHIBIT
C-1

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)           all
rights to sue or otherwise recover for any past, present and future
infringement, dilution, misappropriation, or other violation or impairment
thereof, including the right to receive all Proceeds therefrom, including
without limitation license fees, royalties, income, payments, claims, damages
and proceeds of suit, now or hereafter due and/or payable with respect thereto;
and

     

    (d)           to
the extent not otherwise included, all Proceeds, Supporting Obligations and
products of any and all of the foregoing and all collateral security and
guarantees given by any Person with respect to any of the
foregoing,

     

    in each
case, to the extent not constituting Excluded Assets.

     

    SECTION
3. Security
Agreement

     

    .  The
security interest granted pursuant to this Agreement is granted in conjunction
with the security interest granted to the Collateral Agent for the Secured
Parties pursuant to the Security Agreement, and the Grantors hereby acknowledge
and affirm that the rights and remedies of the Collateral Agent with respect to
the security interest in the Trademark Collateral made and granted hereby are
more fully set forth in the Security Agreement, the terms and provisions of
which are incorporated by reference herein as if fully set forth
herein.  In the event that any provision of this Agreement is deemed
to conflict with the Security Agreement, the provisions of the Security
Agreement shall control.

     

    SECTION
4. Governing
Law

     

    THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS
AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN
CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF
ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF LAW RELATING TO THE LAW
GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY
INTEREST).

     

    SECTION
5. Counterparts

     

    This
Agreement may be executed in one or more counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute
but one and the same instrument.

     

    SECTION
6. Intercreditor
Agreement

     

    Notwithstanding
anything herein to the contrary, the Lien and security interest granted to the
Collateral Agent pursuant to this Agreement and the exercise of any right or
remedy by the Collateral Agent hereunder are subject to the provisions of the
Intercreditor Agreement, dated as of August [__], 2009 (as amended, restated,
supplemented or otherwise modified from time to time, the “Intercreditor Agreement”),
between U.S. Bank National Association, as Subordinated Lien Creditor
Representative (as defined therein), and the Senior Lien Administrative Agent,
and acknowledged by the Grantors and the other Persons from time to time party
thereto, at any time when any Credit Facility Indebtedness exists that has not
been Fully Paid (as such terms are defined therein).  In the event of
any conflict between the terms of the Intercreditor Agreement and this
Agreement, the terms of the Intercreditor Agreement shall govern and
control.

     

    [Signature
Pages Follow]

     


    
      
        
          EXHIBIT
C-2

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, each
Grantor has caused this Agreement to be executed and delivered by its duly
authorized officer as of the date first set forth above.

     

    [NAME
OF GRANTOR]

     

    
      	
               
      

            	
              By:

            	 	 


    

     

     

    
      	
               
      

            	
              Name:

            


    

     

     

    
      	
               
      

            	
              Title:

            


    

     

    
      	
               
      

            	
              Address:

            	
              ____________________________

            


    

    
      	
               
      

            	
              ____________________________

            


    

    
      	
               
      

            	
              ____________________________

            


    

    


    
      STATE
OF                                          
)

                     )           ss.

      COUNTY
OF                                       )

       

    

    On this
____ day of ____________, ____ before me personally appeared
___________________, proved to me on the basis of satisfactory evidence to be
the person who executed the foregoing instrument on behalf of
____________________, who being by me duly sworn did depose and say that he/she
is an authorized officer of said corporation, that the said instrument was
signed on behalf of said corporation as authorized by its Board of Directors and
that he/she acknowledged said instrument to be the free act and deed of said
corporation.

     

    Notary
Public

    


    [NAME
OF GRANTOR]

     

     

    
      	
               
      

            	
              By:

            	 	 


    

     

     

    
      	
               
      

            	
              Name:

            


    

     

     

    
      	
               
      

            	
              Title:

            


    

     

    
      	
               
      

            	
              Address:

            	
              ____________________________

            


    

    
      	
               
      

            	
              ____________________________

            


    

    
      	
               
      

            	
              ____________________________

            


    

     

    
      STATE
OF                                          
)

                     )           ss.

      COUNTY
OF                                       )

       

    

    On this
____ day of ____________, ____ before me personally appeared
___________________, proved to me on the basis of satisfactory evidence to be
the person who executed the foregoing instrument on behalf of
____________________, who being by me duly sworn did depose and say that he/she
is an authorized officer of said corporation, that the said instrument was
signed on behalf of said corporation as authorized by its Board of Directors and
that he/she acknowledged said instrument to be the free act and deed of said
corporation.

     

    [ADD
SIGNATURE BLOCKS AND NOTARY BLOCKS FOR ANY OTHER GRANTORS]

     

    
      
        
        

      

      
        
          EXHIBIT
C-3

           

        

        
          

        

      

      
        
        

      

    

     

    Accepted
and Agreed:

     

    U.S. BANK NATIONAL
ASSOCIATION,

     

    as
Collateral Agent

     

    By:  ____________________________

     

      Name:

     

      Title:

     

    Address:
____________________________

      ____________________________

      ____________________________


    
      
        
          EXHIBIT
C-4

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    SCHEDULE
A

     

    to

     

    TRADEMARK
SECURITY AGREEMENT

     

    TRADEMARK REGISTRATIONS AND
APPLICATIONS

     

    
      	
              Mark

            	
              Serial Number

            	
              Filing Date

            	
              Registration
      Number

            	
              Registration Date

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    


     

    TRADEMARK
LICENSES

     

    
      	
              Description
      of Trademark License

            	
              Name of Licensor

            	
              Registration
      Number of Underlying
      Trademark

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    


    
      
        
          EXHIBIT
C-5

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
D

    TO PLEDGE
AND SECURITY AGREEMENT

    


    FORM
OF COPYRIGHT SECURITY AGREEMENT

     

    This
COPYRIGHT SECURITY
AGREEMENT, dated as of [__________], 20[__] (as it may be amended,
restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the
entities identified as grantors on the signature pages hereto (collectively, the
“Grantors”) in favor of
U.S. BANK NATIONAL
ASSOCIATION, as collateral agent for the Secured Parties (in such
capacity, together with its successors and permitted assigns, the “Collateral
Agent”).

     

    WHEREAS, the Grantors are
party to a Pledge and Security Agreement, dated as of August [__], 2009 (as
amended, restated, supplemented or otherwise modified from time to time, the
“Security Agreement”),
among the Grantors, the other grantors party thereto and the Collateral Agent,
pursuant to which the Grantors granted a security interest to the Collateral
Agent in the Copyright Collateral (as defined below) and are required to execute
and deliver this Agreement.

     

    NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Grantors hereby
agree with the Collateral Agent as follows:

     

    SECTION
1. Defined
Terms

     

    Unless
otherwise defined herein, terms defined in the Security Agreement and used
herein have the meaning given to them in the Security Agreement.

     

    SECTION
2. Grant
of Security Interest

     

    Each
Grantor hereby grants to the Collateral Agent, for the benefit of the Secured
Parties, a security interest in and continuing lien on all of such Grantor’s
right, title and interest in, to and under the following, in each case whether
now owned or existing or hereafter acquired, developed, created or arising and
wherever located (collectively, the “Copyright
Collateral”):

     

    (a)           all
United States, and foreign copyrights (whether or not the underlying works of
authorship have been published), including but not limited to copyrights in
software and all rights in and to databases, all designs (including but not
limited to industrial designs, Protected Designs and Community designs), and all
Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether
registered or unregistered, as well as all moral rights, reversionary interests,
and termination rights, and, with respect to any and all of the foregoing: (i)
all registrations and applications therefor including, without limitation, the
registrations and applications listed or required to be listed in Schedule A
attached hereto, (ii) all extensions and renewals thereof, (iii) the right to
sue or otherwise recover for any past, present and future infringement or other
violation thereof, (iv) all Proceeds of the foregoing, including, without
limitation, license fees, royalties, income, payments, claims, damages and
proceeds of suit now or hereafter due and/or payable with respect thereto, (v)
all payments and rights to payments arising out of the sale, lease, license,
assignment or other disposition thereof, and (vi) all other rights of any kind
accruing thereunder or pertaining thereto throughout the world (collectively,
“Copyrights”);
and

     

    (b)           any
and all agreements, licenses and covenants providing for the granting of any
exclusive right to such Grantor in or to any Copyright or otherwise providing
for a covenant not to sue for infringement or other violation of any Copyright
(whether such Grantor is licensee or licensor thereunder) including, without
limitation, each agreement listed or required to be listed in Schedule A
attached hereto;

     

    
      
        EXHIBIT D-1

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)           all
rights to sue or otherwise recover for any past, present and future
infringement, dilution, misappropriation, or other violation or impairment
thereof, including the right to receive all Proceeds therefrom, including
without limitation license fees, royalties, income, payments, claims, damages
and proceeds of suit, now or hereafter due and/or payable with respect thereto;
and

     

    (d)           to
the extent not otherwise included, all Proceeds, Supporting Obligations and
products of any and all of the foregoing and all collateral security and
guarantees given by any Person with respect to any of the
foregoing,

     

    in each
case, to the extent not constituting Excluded Assets.

     

    SECTION
3. Security
Agreement

     

    The
security interest granted pursuant to this Agreement is granted in conjunction
with the security interest granted to the Collateral Agent for the Secured
Parties pursuant to the Security Agreement, and the Grantors hereby acknowledge
and affirm that the rights and remedies of the Collateral Agent with respect to
the security interest in the Copyright Collateral made and granted hereby are
more fully set forth in the Security Agreement, the terms and provisions of
which are incorporated by reference herein as if fully set forth
herein.  In the event that any provision of this Agreement is deemed
to conflict with the Security Agreement, the provisions of the Security
Agreement shall control.

     

    SECTION
4. Governing
Law

     

    THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS
AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN
CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF
ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF LAW RELATING TO THE LAW
GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY
INTEREST).

     

    SECTION
5. Counterparts

     

    This
Agreement may be executed in one or more counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute
but one and the same instrument.

     

    SECTION
6. Counterparts

     

    
      
        
          EXHIBIT D-2

           

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Notwithstanding
anything herein to the contrary, the Lien and security interest granted to the
Collateral Agent pursuant to this Agreement and the exercise of any right or
remedy by the Collateral Agent hereunder are subject to the provisions of the
Intercreditor Agreement, dated as of August [__], 2009 (as amended, restated,
supplemented or otherwise modified from time to time, the “Intercreditor Agreement”),
between U.S. Bank National Association, as Subordinated Lien Creditor
Representative (as defined therein), and the Senior Lien Administrative Agent,
and acknowledged by the Grantors and the other Persons from time to time party
thereto, at any time when any Credit Facility Indebtedness exists that has not
been Fully Paid (as such terms are defined therein).  In the event of
any conflict between the terms of the Intercreditor Agreement and this
Agreement, the terms of the Intercreditor Agreement shall govern and
control.

    
       

       

       

    

     

    [Signature
Pages Follow]

     


    
      
        
          EXHIBIT
D-3

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, each
Grantor has caused this Agreement to be executed and delivered by its duly
authorized officer as of the date first set forth above.

     

    [NAME
OF GRANTOR]

     

    
      	
               
      

            	
              By:

            	 	 


    

     

     

    
      	
               
      

            	
              Name:

            


    

     

     

    
      	
               
      

            	
              Title:

            


    

     

    
      	
               
      

            	
              Address:

            	
              ____________________________

            


    

    
      	
               
      

            	
              ____________________________

            


    

    
      	
               
      

            	
              ____________________________

            


    

    


    
      STATE
OF                                          
)

                     )           ss.

      COUNTY
OF                                       )

      
 

    

    On this
____ day of ____________, ____ before me personally appeared
___________________, proved to me on the basis of satisfactory evidence to be
the person who executed the foregoing instrument on behalf of
____________________, who being by me duly sworn did depose and say that he/she
is an authorized officer of said corporation, that the said instrument was
signed on behalf of said corporation as authorized by its Board of Directors and
that he/she acknowledged said instrument to be the free act and deed of said
corporation.

     

    Notary
Public

    


    [NAME
OF GRANTOR]

     

     

    
      	
               
      

            	
              By:

            	 	 


    

     

     

    
      	
               
      

            	
              Name:

            


    

     

     

    
      	
               
      

            	
              Title:

            


    

     

    
      	
               
      

            	
              Address:

            	
              ____________________________

            


    

    
      	
               
      

            	
              ____________________________

            


    

    
      	
               
      

            	
              ____________________________

            


    

    


    
      STATE
OF                                          
)

                     )           ss.

      COUNTY
OF                                       )

       

    

    On this
____ day of ____________, ____ before me personally appeared
___________________, proved to me on the basis of satisfactory evidence to be
the person who executed the foregoing instrument on behalf of
____________________, who being by me duly sworn did depose and say that he/she
is an authorized officer of said corporation, that the said instrument was
signed on behalf of said corporation as authorized by its Board of Directors and
that he/she acknowledged said instrument to be the free act and deed of said
corporation.

     

    [ADD
SIGNATURE BLOCKS AND NOTARY BLOCKS FOR ANY OTHER GRANTORS]


    
      
        
          EXHIBIT
D-4

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Accepted
and Agreed:

     

    U.S. BANK NATIONAL
ASSOCIATION,

     

    as
Collateral Agent

     

    By:  __________________________

     

      Name:

     

      Title:

     

    Address:
____________________________

      ____________________________

      ____________________________


    
      
        
          EXHIBIT
D-5

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    SCHEDULE
A

     

    to

     

    COPYRIGHT
SECURITY AGREEMENT

     

    COPYRIGHT REGISTRATIONS AND
APPLICATIONS

     

    
      	
              Title

            	
              Application
      Number

            	
              Filing Date

            	
              Registration
      Number

            	
              Registration
      Date

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    


    


    COPYRIGHT
LICENSES

     

    
      	
              Description of Copyright
      License

            	
              Name of Licensor

            	
              Registration
      Number of Underlying
      Copyright

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    



    
      
        
          EXHIBIT
D-6