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EXHIBIT 10.14
STOCK PLEDGE AGREEMENT
STOCK PLEDGE AGREEMENT, dated as of July 3, 2001, made by
Royale Resorts Holdings Limited (the "PLEDGOR") in favor of Sun International
Hotels Limited, a company incorporated under the laws of The Bahamas ("SIHL").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, SIHL and Pledgor, among others, have entered into
an Omnibus Agreement, dated as of the date hereof (the "OMNIBUS AGREEMENT"),
pursuant to which the parties thereto agreed to, among other things, (1)
transfer the "Sun" and "Sun International" name, brand and logo, and all
related rights therein, from SIHL to Pledgor, (2) permit Pledgor and its
affiliates to pursue the Egypt Project (as defined in the Omnibus Agreement),
and (3) certain non-competition and non-solicitation covenants, all in
exchange for, among other things, delivery to SIHL of a certain promissory
note made by Pledgor (the "PROMISSORY NOTE").
WHEREAS, the Omnibus Agreement contemplates that Pledgor will
secure payments to SIHL under the Promissory Note by executing this Agreement.
WHEREAS, Pledgor is the legal and beneficial owner of the
shares of Pledged Stock set forth opposite its name on Schedule 1 hereto.
NOW, THEREFORE, in consideration of the premises and to
induce SIHL to enter into and perform the Omnibus Agreement and the
Governance Agreements, Pledgor hereby agrees with SIHL, as follows:
1. DEFINED TERMS. (a) Unless otherwise defined herein, terms
defined in the Promissory Note and used herein shall have the meanings given to
them in the Promissory Note.
(b) The following terms shall have the following
meanings:
"AGREEMENT" means this Stock Pledge Agreement, as the same may
be amended, supplemented or otherwise modified from time to time.
"CODE" means the Uniform Commercial Code from time to time in
effect in the State of New York.
"COLLATERAL" means the Pledged Stock and all Proceeds.
"COLLATERAL ACCOUNT" means any account established to hold
money Proceeds, maintained under the sole dominion and control of SIHL, subject
to withdrawal by SIHL only as provided in Section 8(a).
"GOVERNANCE AGREEMENT" has the meeting set forth in the
Omnibus Agreement.
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"LIENS" means any mortgage, pledge, hypothecation, option,
right of first refusal, transfer restriction, assignment, deposit arrangement,
encumbrance, lien (statutory or other) or security interest, or any preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, any conditional sale or other
title retention agreement or any other arrangement having substantially the same
effect as any of the foregoing in this definition of "Lien"), other than any
transfer restriction arising under applicable federal, state or foreign
securities laws or the Governance Agreement, the Omnibus Agreement or the
proxies referred to therein and as reflected in the legend, if any, on the
Pledged Stock.
"OBLIGATIONS" means all present and future obligations and
liabilities (whether for principal, interest, indemnities, fees, expenses or
otherwise) of Pledgor under the Promissory Note and this Agreement. Without
limiting the generality of the foregoing, this Agreement secures the payment of
all amounts that constitute part of the Obligations and owed by Pledgor whether
or not they are enforceable or allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving Pledgor.
"PLEDGED STOCK" means as to Pledgor, the number of Shares set
forth on Schedule 1, together with all stock certificates representing such
Shares.
"PROCEEDS" means all "proceeds" as such term is defined in
Section 9-306(1) of the Code and shall include, subject to clause 6, all
dividends or other income from the Pledged Stock, collections thereon or
distributions with respect thereto.
"PROXY AGREEMENT" means that certain Irrevocable Proxy
Agreement, dated as of the date hereof, by and among the Pledgor and SIHL, among
others.
"SECURITIES ACT" means the United States Securities Act of
1933 or any successor federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.
(c) The words "HEREOF," "HEREIN" and "HEREUNDER" and
words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement, and
section and paragraph references are to this Agreement unless otherwise
specified.
(d) The meanings given to terms defined herein shall
be equally applicable to both the singular and plural forms of such terms.
2. PLEDGE; GRANT OF SECURITY INTEREST. Pledgor hereby delivers
to SIHL, all the Pledged Stock and hereby grants to SIHL, a first priority
security interest in the Collateral owned by it, as collateral security for the
prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations.
3. STOCK POWERS. Concurrently with the delivery by Pledgor to
SIHL of any certificate representing one or more shares of Pledged
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Stock to SIHL, Pledgor shall deliver an undated stock power covering such
certificate, duly executed in blank by Pledgor with, if SIHL so requests,
signature guaranteed.
4. REPRESENTATIONS AND WARRANTIES. Pledgor represents and
warrants that:
(a) Pledgor has the power and authority and the legal
right to execute and deliver, to perform its obligations under, and to grant the
security interest in the Collateral granted by it pursuant to, this Agreement
and has taken all necessary action required by it to authorize its execution,
delivery and performance of, and grant of the security interest in the
Collateral granted by it pursuant to, this Agreement.
(b) This Agreement constitutes a legal, valid and
binding obligation of Pledgor, enforceable in accordance with its terms, and
upon delivery to SIHL of the stock certificates evidencing the Pledged Stock
pledged by it, together with the stock powers referred to in clause 3, the
security interest created pursuant to this Agreement will constitute a valid,
perfected first priority security interest in the Collateral granted by it,
enforceable in accordance with its terms against all creditors of Pledgor and
any Persons purporting to purchase any Collateral from Pledgor, except in each
case as enforceability may be affected by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equitable principles (whether
considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing.
(c) The execution, delivery and performance of this
Agreement by Pledgor will not violate any provision of any requirement of law
applicable to it or any contractual obligation of, applicable to or binding on
Pledgor and will not result in the creation or imposition of any Lien on any of
the properties or revenues of Pledgor pursuant to any such requirement of law or
contractual obligation, except the security interest created by this Agreement.
(d) No consent or authorization of, filing with, or
other act by or in respect of, any arbitrator, court or governmental authority
and no consent of any other Person (including, without limitation, any creditor
of Pledgor), is required to be obtained by Pledgor in connection with the
execution, delivery and performance by Pledgor, or validity or enforceability of
this Agreement against Pledgor.
(e) No litigation, investigation or proceeding of or
before any arbitrator, court or governmental authority is pending or, to the
knowledge of Pledgor, threatened by or against Pledgor or against any of its
properties or revenues with respect to this Agreement or any of the transactions
contemplated hereby.
(f) Pledgor is the record and (subject only to rights
of Controlling Affiliates of Pledgor arising solely by virtue of ownership of
Pledgor) beneficial owner of, and (subject to restrictions in the Governance
Agreement) has good and marketable title to, the Pledged Stock pledged by it
hereunder, free of any and all
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Liens or claims of, any other Person, except the security interest created by
this Agreement.
5. COVENANTS. Pledgor covenants and agrees with SIHL from and
after the date of this Agreement until Obligations have been paid in full:
(a) If Pledgor shall, as a result of its ownership of
its Pledged Stock, become entitled to receive or shall receive any stock
certificate (including, without limitation, any certificate representing a stock
dividend or a distribution in connection with any reclassification, increase or
reduction of capital or any certificate issued in connection with any
reorganization), option or rights, whether in addition to, in substitution of,
as a conversion of, or in exchange for any shares of the Pledged Stock, or
otherwise in respect thereof, Pledgor shall accept the same as the agent of
SIHL, hold the same in trust for SIHL and deliver the same forthwith to SIHL in
the exact form received, duly endorsed by Pledgor to SIHL, if required, together
with an undated stock power covering such certificate duly executed in blank by
Pledgor and with, if SIHL so requests, signature guaranteed, to be held by SIHL,
subject to the terms hereof, as additional collateral security for the
Obligations. Any sums paid upon or in respect of the Pledged Stock upon the
liquidation or dissolution of SIHL shall be held by it hereunder as additional
collateral security for the Obligations. If any distribution of capital shall be
made on or in respect of any Pledged Stock or any property shall be distributed
upon or with respect to any Pledged Stock pursuant to the recapitalization or
reclassification of the capital of SIHL or pursuant to the reorganization
thereof, the property so distributed shall be held by it hereunder as additional
collateral security for the Obligations. If any sums of money or property so
paid or distributed in respect of any Pledged Stock shall be received by
Pledgor, Pledgor shall, until such money or property is paid or delivered to
SIHL, hold such money or property in trust for SIHL, segregated from other funds
of Pledgor, as additional collateral security for the Obligations.
(b) Except pursuant to the Proxy Agreement, without
the prior written consent of SIHL, Pledgor will not (i) sell, assign, transfer,
exchange, or otherwise dispose of, or grant any option with respect to, the
Collateral owned by it, (ii) create, incur or permit to exist any Lien or option
in favor of, or any claim of any Person with respect to, any of the Collateral
owned by it, or any interest therein, except for the security interests created
by this Agreement or (iii) enter into any agreement or undertaking restricting
the right or ability of Pledgor or SIHL to sell, assign or transfer any of the
Collateral.
(c) Pledgor shall defend the security interest
created by this Agreement as a first, perfected (so long as SIHL or its agent
maintains possession) security interest and shall defend such security interest
against claims and demands of all Persons whomsoever. At any time and from time
to time, upon the written request of SIHL, and at the sole expense of Pledgor,
Pledgor will promptly and duly execute and deliver such further instruments and
documents and take such further actions as SIHL may reasonably request for the
purposes of obtaining or preserving the full benefits of this Agreement and of
the rights and powers herein granted. If any amount payable under or in
connection with any of the Collateral shall be or become evidenced by any
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promissory note, other instrument or chattel paper, such note, instrument or
chattel paper shall be immediately delivered to SIHL, duly endorsed in a manner
reasonably satisfactory to SIHL, to be held as Collateral pursuant to this
Agreement.
(d) Pledgor shall pay, and hold SIHL harmless from,
any and all liabilities with respect to, or resulting from any delay in paying,
any and all stamp, excise, sales or other taxes which may be payable or
determined to be payable with respect to any of the Collateral or in connection
with any of the transactions contemplated by this Agreement.
6. CASH DIVIDENDS; VOTING RIGHTS. Notwithstanding anything
herein to the contrary, unless an Event of Default shall have occurred and be
continuing, Pledgor shall be permitted to receive all cash dividends paid in the
normal course of business of SIHL in respect of the Pledged Stock and unless a
default in payment of any Obligations shall have occurred and be continuing,
Pledgor shall, subject to the Governance Agreement, be permitted to exercise all
corporate rights (other than voting rights) with respect to the Pledged Stock;
PROVIDED, HOWEVER, that no corporate right shall be exercised or other action
taken which, in SIHL's reasonable judgment, would impair any of the Collateral
or which would be inconsistent with or result in any violation of any provision
of the Promissory Note or this Agreement.
7. RIGHTS OF SIHL. (a) Subject to clause 6, all money Proceeds
received by SIHL hereunder shall be held by SIHL in a Collateral Account. All
Proceeds while held by SIHL in a Collateral Account (or by Pledgor in trust for
SIHL) shall continue to be held as collateral security for all the Obligations
and shall not constitute payment thereof until applied as provided in paragraph
Section 8(a).
(b) If an Event of Default shall occur and be
continuing, (i) SIHL shall have the right to receive any and all cash dividends
paid in respect of any of the Pledged Stock and make application thereof to the
Obligations in such order as SIHL may determine and (ii) any shares of the
Pledged Stock may, at SIHL's election, be registered in the name of SIHL or its
nominee, and SIHL or its nominee may thereafter exercise (A) subject to the
Proxy Agreement, all voting, corporate and other rights, if any, pertaining to
such shares of the Pledged Stock at any meeting of shareholders of SIHL or
otherwise and (B) any and all rights of conversion, exchange, subscription and
any other rights, privileges or options pertaining to such shares of the Pledged
Stock as if it were the absolute owner thereof (including, without limitation,
the right to exchange at its discretion any and all of the Pledged Stock upon
the merger, consolidation, reorganization, recapitalization or other fundamental
change in the corporate structure of SIHL, or upon the exercise by Pledgor or
SIHL of any right, privilege or option pertaining to such shares of the Pledged
Stock, and in connection therewith, the right to deposit and deliver any and all
of the Pledged Stock with any committee, depositary, transfer agent, registrar
or other designated agency upon such terms and conditions as SIHL may
determine), all without liability except to account for property actually
received by it, but SIHL shall have no duty to Pledgor to exercise any such
right, privilege or option and shall not be responsible for any failure to do so
or delay in so doing.
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8. REMEDIES. (a) If an Event of Default shall have occurred
and be continuing, at any time at SIHL's election, SIHL may apply all or any
part of Proceeds held in any Collateral Account in payment of the Obligations in
such order as SIHL may elect.
(b) If an Event of Default shall occur and be
continuing, SIHL, may exercise, in addition to all other rights and remedies
granted in this Agreement and in any other instrument or agreement securing,
evidencing or relating to the Obligations, all rights and remedies of a secured
party under the Code. Without limiting the generality of the foregoing, SIHL,
without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred
to below) to or upon Pledgor or any other Person (all and each of which demands,
defenses, advertisements and notices are, to the extent permitted by law, hereby
waived), may in such circumstances forthwith collect, receive, appropriate and
realize upon the Collateral, or any part thereof, and/or may forthwith sell,
assign, give option or options to purchase or otherwise dispose of and deliver
the Collateral or any part thereof (or contract to do any of the foregoing), in
one or more parcels at public or private sale or sales, in the over-the-counter
market, at any exchange, broker's board or office of SIHL or elsewhere upon such
terms and conditions as it may deem advisable and at such prices as it may deem
best, for cash or on credit or for future delivery without assumption of any
credit risk. SIHL shall have the right upon any such public sale or sales, and,
to the extent permitted by law, upon any such private sale or sales, to purchase
the whole or any part of the Collateral so sold, free of any right or equity of
redemption in Pledgor, which right or equity is hereby waived or released. SIHL
shall apply any Proceeds from time to time held by it and the net proceeds of
any such collection, recovery, receipt, appropriation, realization or sale,
after deducting all reasonable costs and expenses of every kind incurred in
respect thereof or incidental to the care or safekeeping of any of the
Collateral or in any way relating to the Collateral or the rights of SIHL
hereunder, including, without limitation, reasonable attorneys' fees and
disbursements of counsel to SIHL, to the payment in whole or in part of the
Obligations, in such order as SIHL may elect, and only after such application
and after the payment by SIHL of any other amount required by any provision of
law, including, without limitation, Section 9-504(1)(c) of the Code, need SIHL
account for the surplus, if any, to Pledgor. If any notice of a proposed sale or
other disposition of Collateral shall be required by law, such notice shall be
deemed reasonable and proper if given at least ten (10) days before such sale or
other disposition.
9. PRIVATE SALES. (a) Pledgor recognizes that SIHL may be
unable to effect a public sale of any or all the Pledged Stock, by reason of
certain prohibitions contained in the Securities Act and applicable state
securities laws or otherwise, and may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers which will be obliged
to agree, among other things, to acquire such securities for their own account
for investment and not with a view to the distribution or resale thereof.
Pledgor acknowledges and agrees that any such private sale may result in prices
and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that a private sale shall be deemed
to be a commercially reasonable manner to sell the Collateral. SIHL shall be
under no obligation to delay a sale of any of the Pledged Stock for the period
of time necessary to permit SIHL to
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register such securities for public sale under the Securities Act, or under
applicable state securities laws.
(b) Pledgor further agrees to use its commercially
reasonable efforts to do or cause to be done all such other acts as may be
necessary to make such sale or sales of all or any portion of the Pledged Stock
pursuant to this Section valid and binding and in compliance with any and all
other applicable requirements of law. Pledgor further agrees that a breach of
any of the covenants contained in this Section will cause irreparable injury to
SIHL, that SIHL 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 Pledgor, and Pledgor hereby waives and agrees
not to assert any defenses against an action for specific performance of such
covenants except for a defense that no Event of Default has occurred.
10. NO SUBROGATION. Notwithstanding anything to the contrary
in this Agreement, Pledgor hereby irrevocably waives all rights which may have
arisen in connection with this Pledge Agreement to be subrogated to any of the
rights (whether contractual, under the Bankruptcy Code, including Section 509
thereof, under common law or otherwise) of SIHL against any collateral security
or guarantee or right of offset held by SIHL for the payment of the Obligations.
11. AMENDMENTS, ETC. WITH RESPECT TO THE OBLIGATIONS; WAIVER
OF RIGHTS. Pledgor shall remain obligated hereunder, and the Collateral shall
remain subject to the security interests granted hereby, notwithstanding that,
without any reservation of rights against Pledgor, and without notice to or
further assent by Pledgor, any demand for payment of any of the Obligations made
by SIHL may be rescinded by SIHL, and any of the Obligations continued, and the
Obligations, or the liability of SIHL or any other Person upon or for any part
thereof, or any collateral security or guarantee therefor or right of offset
with respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered, or
released by SIHL, and the Omnibus Agreement, the other Related Documents and any
other documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or part, as SIHL may deem
advisable from time to time, and any guarantee, right of offset or other
collateral security at any time held by SIHL for the payment of the Obligations
may be sold, exchanged, waived, surrendered or released. SIHL shall not have any
obligation to protect, secure, perfect or insure any other Lien at any time held
by it as security for the Obligations or any property subject thereto. Pledgor
waives any and all notice of the creation, renewal, extension or accrual of any
of the Obligations and notice of or proof of reliance by SIHL upon this
Agreement; and the Obligations, and any of them, shall be deemed conclusively to
have been created, contracted or incurred in reliance upon this Agreement.
Pledgor waives diligence, presentment, protest, demand for payment and notice of
default or nonpayment to or upon SIHL or Pledgor with respect to the
Obligations. When pursuing its rights and remedies hereunder against Pledgor,
SIHL may, but shall be under no obligation to, pursue such rights and remedies
as it may have against any other Person or against any collateral security or
guarantee for the Obligations or any right of offset with respect
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thereto, and any failure by SIHL to pursue such other rights or remedies or to
collect any payments from any such other Person or to realize upon any such
collateral security or guarantee or to exercise any such right of offset, or any
release of any such other Person or of any such collateral security, guarantee
or right of offset, shall not relieve Pledgor of any liability hereunder, and
shall not impair or affect the rights and remedies, whether express, implied or
available as a matter of law, of SIHL against Pledgor or the Collateral owned by
it.
12. SIHL'S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Pledgor hereby
irrevocably constitutes and appoints SIHL and any officer or agent of SIHL, with
full power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of Pledgor and in the
name of Pledgor or in SIHL's own name, from time to time in SIHL's discretion,
for the purpose of carrying out the terms of this Agreement, to take any and all
appropriate action and to execute any and all documents and instruments which
may be necessary or appropriate to accomplish the purposes of this Agreement,
including, without limitation, any financing statements, endorsements,
assignments or other instruments of transfer.
(b) Pledgor hereby ratifies all that said attorneys
shall lawfully do or cause to be done pursuant to the power of attorney granted
in Section 12(a). All powers, authorizations and agencies contained in this
Agreement are coupled with an interest and are irrevocable until this Agreement
is terminated and the security interests created hereby are released.
Notwithstanding the foregoing, SIHL agrees not to exercise any rights as
attorney-in-fact of Pledgor hereunder unless an Event of Default shall have
occurred and be continuing.
13. DUTY OF SIHL. SIHL's sole duty with respect to the
custody, safekeeping and physical preservation of the Collateral in its
possession, under Section 9-207 of the Code or otherwise, shall be to use
reasonable care and deal with it in the same manner as SIHL deals with similar
securities and property for its own account, except that SIHL shall have no
obligation to invest funds held in any Collateral Account and may hold the same
as demand deposits. Neither SIHL, nor any of its respective directors, officers,
employees or agents shall be liable for failure to demand, collect or realize
upon any 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
Pledgor or any other Person or to take any other action whatsoever with regard
to the Collateral or any part thereof.
14. EXECUTION OF FINANCING STATEMENTS. Pursuant to Section
9-402 of the Code, Pledgor authorizes SIHL to file financing statements with
respect to the Collateral without the signature of Pledgor in such form and in
such filing offices as SIHL reasonably determines appropriate to perfect the
security interests of SIHL under this Agreement. A carbon, photographic or other
reproduction of this Agreement shall be sufficient as a financing statement for
filing in any jurisdiction.
15. NOTICES. All notices, requests and demands to or upon SIHL
or Pledgor to be effective shall be in writing (or by fax or similar electronic
transfer
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confirmed in writing) and shall be deemed to have been duly given or made (a)
when delivered by hand or (b) if given by mail, when deposited in the mails by
certified mail, return receipt requested, or (c) if by fax or similar electronic
transfer, when sent and receipt has been confirmed, addressed as follows:
(i) if to SIHL, at its address or transmission
number for notices provided in the Omnibus Agreement; and
(ii) if to Pledgor, at its address or transmission
number for notices set forth under its signature below.
SIHL and Pledgor may change their addresses and transmission numbers for notices
by notice in the manner provided in this Section.
16. SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
17. AMENDMENTS IN WRITING; NO WAIVER; CUMULATIVE REMEDIES. (a)
None of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
Pledgor to which such amendment, supplement or modification applies and SIHL,
provided that any provision of this Agreement to be enforced against SIHL may be
waived by SIHL in a letter or agreement executed by SIHL or by facsimile
transmission from SIHL.
(b) SIHL shall not by any act (except by a written
instrument pursuant to paragraph 17(a) hereof), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Event of Default or in any breach of any of the terms and
conditions hereof. No failure to exercise, nor any delay in exercising, on the
part of SIHL, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by SIHL of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy which SIHL would otherwise have on any future occasion.
(c) The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of any
other rights or remedies provided by law.
18. SECTION HEADINGS. The section headings used in this
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.
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19. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon the successors and assigns of Pledgor and shall inure to the benefit of
SIHL and its successors and assigns.
20. GOVERNING LAW. This Agreement shall be governed by, and
construed and interpreted in accordance with, the law of New York.
21. SUBMISSION TO JURISDICTION; WAIVERS. Pledgor hereby
irrevocably and unconditionally:
(a) submits for itself and its property in any legal
action or proceeding relating to this Agreement or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general
jurisdiction of the court of the State of New York, the courts of the United
States of America for the Southern District of New York, and appellate courts
from any thereof;
(b) consents that any such action or proceeding may
be brought in such courts and waives any objection that it may now or hereafter
have to the venue of any such action or proceeding in any court or that such
action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;
(c) agrees that service of process in any such action
or proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage prepaid, to
Pledgor at its address set forth in subsection 15 or at such other address of
which SIHL shall have been notified pursuant thereto.
(d) agrees that nothing herein shall affect the right
to effect service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by
law, any right it may have to claim or recover in any legal action or proceeding
referred to in this subjection any special, exemplary, punitive or consequential
damages.
22. WAIVERS OF JURY TRIAL. PLEDGOR AND, BY ITS ACCEPTANCE
HEREOF, SIHL HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER RELATED
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
23. TERMINATION. Upon payment in full of the Obligations, this
Agreement and the security interest in the Collateral granted hereunder shall
automatically terminate; SIHL shall redeliver to Pledgor the Pledged Shares and
all other Collateral remaining in the possession of SIHL or in the Collateral
Account; SIHL shall, at the expense of Pledgor, execute, deliver and file such
Code termination statements and releases as Pledgor may reasonably request and
execute and deliver such other releases
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and documentation as Pledgor may reasonably request to document the termination
and release of the security interest in the Collateral.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned have caused this Agreement
to be duly executed and delivered as of the date first above written.
ROYALE RESORTS HOLDINGS LIMITED
By: /s/ Derek Aubrey Hawton
Name: Derek Aubrey Hawton
Title: Director
SUN INTERNATIONAL HOTELS LIMITED
By: /s/
--------------------------------
Name:
Title:
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SCHEDULE 1
TO PLEDGE AGREEMENT
DESCRIPTION OF PLEDGED STOCK
<Table>
<Caption>
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PLEDGOR CLASS OF STOCK STOCK CERTIFICATE NO. NO. OF SHARES
------- -------------- -------------------- -------------
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To be completed
</Table>