Exhibit 10.2
CONFIDENTIAL
PLEDGE AND SECURITY AGREEMENT
dated as of June 30, 2010
between
GREEKTOWN SUPERHOLDINGS, INC.,
EACH OF THE OTHER GRANTORS PARTY HERETO FROM TIME TO TIME
and
WILMINGTON TRUST FSB,
as Collateral Agent
CONFIDENTIAL
TABLE OF CONTENTS
PAGE
SECTION 1.
DEFINITIONS; GRANT OF SECURITY.
4
1.1
General Definitions
4
1.2
Definitions; Interpretation
10
SECTION 2.
GRANT OF SECURITY.
11
2.1
Grant of Security
11
2.2
Certain Limited Exclusions
12
2.3
Intercreditor Agreement
13
SECTION 3.
SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.
13
3.1
Security for Obligations
13
3.2
Continuing Liability Under Collateral
13
SECTION 4.
CERTAIN PERFECTION REQUIREMENTS
13
4.1
Delivery Requirements
14
4.2
Control Requirements
14
4.3
Intellectual Property Recording Requirements
15
4.4
Other Actions
15
4.5
Timing and Notice
16
SECTION 5.
REPRESENTATIONS AND WARRANTIES.
16
5.1
Grantor Information & Status
16
5.2
Collateral Identification, Special Collateral
17
5.3
Ownership of Collateral and Absence of Other Liens
17
5.4
Status of Security Interest
18
5.5
Goods & Receivables
19
5.6
Equity Interests, Investment Related Property
19
5.7
Intellectual Property
20
5.8
Contracts
21
SECTION 6.
COVENANTS AND AGREEMENTS.
21
6.1
Grantor Information & Status
21
6.2
Collateral Identification; Special Collateral
22
6.3
Ownership of Collateral and Absence of Other Liens
22
6.4
Status of Security Interest
22
6.5
Goods & Receivables
22
6.6
Equity Interests, Investment Related Property
24
6.7
Intellectual Property
25
6.8
Non-Assignable Contracts
27
SECTION 7.
ACCESS; RIGHT OF INSPECTION; INSURANCE AND FURTHER ASSURANCES; ADDITIONAL
GRANTORS.
27
7.1
Access; Right of Inspection; Insurance
27
7.2
Further Assurances
28
CONFIDENTIAL
7.3
Additional Grantors
29
SECTION 8.
COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.
29
8.1
Power of Attorney
29
8.2
No Duty on the Part of Collateral Agent or Secured Parties
30
8.3
Appointment Pursuant to Intercreditor Agreement
31
SECTION 9.
REMEDIES.
31
9.1
Generally
31
9.2
Application of Proceeds
32
9.3
Sales on Credit
32
9.4
Investment Related Property
32
9.5
Grant of Intellectual Property License
33
9.6
Intellectual Property
33
9.7
Cash Proceeds; Deposit Accounts
35
SECTION 10.
COLLATERAL AGENT.
35
10.1
Appointment
35
10.2
Delegation of Duties
36
SECTION 11.
CONTINUING SECURITY INTEREST; TRANSFER OF NOTES AND OTHER INDEBTEDNESS.
36
SECTION 12.
STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.
37
SECTION 13.
MISCELLANEOUS.
37
SCHEDULE 5.1 - GENERAL INFORMATION
SCHEDULE 5.2 - COLLATERAL IDENTIFICATION
SCHEDULE 5.4 - FINANCING STATEMENTS
SCHEDULE 5.5 - LOCATION OF EQUIPMENT AND INVENTORY
EXHIBIT A - PLEDGE SUPPLEMENT
EXHIBIT B - UNCERTIFICATED SECURITIES CONTROL AGREEMENT
EXHIBIT C - SECURITIES ACCOUNT CONTROL AGREEMENT
EXHIBIT D - DEPOSIT ACCOUNT CONTROL AGREEMENT
EXHIBIT E - TRADEMARK SECURITY AGREEMENT
EXHIBIT F - PATENT SECURITY AGREEMENT
EXHIBIT G - COPYRIGHT SECURITY AGREEMENT
2
CONFIDENTIAL
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN
AND SECURITY INTEREST GRANTED TO THE SECOND LIEN COLLATERAL AGENT PURSUANT TO
THIS AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE SECOND LIEN
COLLATERAL AGENT HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE COLLATERAL
AGENCY AND INTERCREDITOR AGREEMENT, DATED AS OF JUNE 30, 2010 (AS AMENDED,
RESTATED,