Exhibit 2.13
Execution Version
SECURITIES ACCOUNT CONTROL
AGREEMENT
March 29, 2005
Wells Fargo
Foothill, Inc. , a
California corporation, whose address is 2450 Colorado Avenue,
Suite 3000W, Santa Monica, CA 90404, Attention: Business
Finance Division Manager (“Creditor”); 155 East
Tropicana, LLC , whose address is 115 E. Tropicana, Las Vegas, NV
89109,, whose address is (“Entitlement Holder”); and
Wells Fargo Brokerage Services, LLC , whose address is 608 2
nd Avenue South, 10 th Floor, MAC- N9303-104,
Minneapolis, MN 55402-1916 Attention: John Riutzel,
(“Securities Intermediary”); hereby agree as
follows:
A.
Securities Intermediary and
Entitlement Holder have entered into a customer agreement (as from
time to time amended, modified, supplemented, or restated, the
“Customer Agreement”), pursuant to which Securities
Intermediary has established its securities account number
11552783 in the name of Entitlement Holder (collectively,
the “Securities Account”).
B.
Entitlement Holder and Creditor have
entered into a Credit Agreement dated March 29, 2005 and a
Security Agreement dated March 29, 2005 (as from time to time
amended, modified, supplemented, or restated, the “Security
Agreement”), in which Entitlement Holder has granted Creditor
a security interest in the Securities Account.
C.
Creditor, Entitlement Holder and
Securities Intermediary are entering into this Agreement to provide
for the control of the Securities Account and to perfect the
security interest of Creditor in the Securities Account as more
fully described in the Security Agreement.
1.
The Securities
Account.
Securities Intermediary hereby represents and warrants to Creditor
and Entitlement Holder that (i) the Securities Account has
been established in the name of Entitlement Holder as recited
above, (ii) the Customer Agreement, the security entitlements
arising out of the financial assets carried in the Securities
Account and any free credit balances are valid and legally binding
obligations of Securities Intermediary, and (iii) except for
the claims and interest of Creditor and of Entitlement Holder in
the Securities Account, Securities Intermediary does not know of
any claim to or interest in the Securities Account or in any
financial asset carried therein. Securities Intermediary will
treat all property held by it in the Securities Account as
financial assets under Article 8 of the Uniform Commercial
Code of New York (the “State”).
