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EXHIBIT 10.3
AMENDMENT NO. 1 TO
CASH COLLATERAL AND DISBURSEMENT AGREEMENT
This Amendment No. 1 to Cash Collateral and Disbursement Agreement
(the
"Amendment") is made and entered into as of
the 17th day of November, 2003 by
and among U.S. Bank National Association, a
national banking association, as
disbursement agent, securities intermediary
and depositary bank (the "USB
Disbursement Agent"), Wells Fargo Bank,
N.A., a national banking association, as
disbursement agent, securities intermediary
and depositary bank (the "WFB
Disbursement Agent"), (the USB Disbursement
Agent and the WFB Disbursement
Agent, together with any successor
disbursement agent permitted hereunder, being
sometimes referred to herein individually
or collectively as the "Disbursement
Agent"), U.S. Bank National Association, a
national banking association, as
trustee under the Indenture (together with
its successors and assigns from time
to time under the indenture, the
"Trustee"), Merritt & Harris, Inc. (the
"Independent Construction Consultant"), the
River Rock Entertainment Authority
(the "Authority"), an unincorporated
instrumentality of The Dry Creek Rancheria
Band of Pomo Indians of California (the
"Tribe") and the Tribe (collectively,
the "Parties").
WHEREAS the Parties entered into the Cash Collateral and
Disbursement
Agreement dated as of the 7th day of
November, 2003, (the "Agreement"); and
WHEREAS the Parties wish to amend the Agreement to make
technical
amendments thereto,
NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein,
the Parties, intending to be legally
bound hereby, agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized
terms
used herein shall have the meanings, if
any, assigned to them in the Agreement.
2. Section 2.5.1 of the Agreement is hereby amended by deleting
the
first sentence thereof in its entirety and
replacing it with the following:
"For so long as this Agreement remains in effect, the WFB
Disbursement Agent waives its rights of chargeback and/or
banker's
lien against the Operating Account. In addition, the
WFB Disbursement Agent waives any right to offset any claim
(including such right of setoff as set forth in Section 9-340
of the UCC) against the Authority which it might have against
any account maintained hereunder; provided, however, that the
WFB Disbursement Agent retains the right to charge the
Operating Account for (a) any of the WFB Disbursement Agent's
fees provided for herein for which the Authority is
responsible as provided above and (b) all items deposited in
and credited to the Operating Account and subsequently
returned unpaid or with respect to which the WFB Disbursement
Agent fails to receive final settlement."
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3. Section 2.5.2 of the Agreement is hereby amended by deleting
the
second sentence thereof in its entirety and
replacing it with the following:
"For so long as this Agreement remains in effect, the USB
Disbursement Agent waives its rights of chargeback and/or
banker's lien against the Operating Account. In addition, the
USB Disbursement Agent waives any right to offset any claim
(including such right of setoff as set forth in Section 9-340
of the UCC) against the Authority which it might have against
any account maintained hereunder; provided, however, that the
USB Disbursement Agent retains the right to charge the
Construction Accounts for (a) any of the USB Disbursement
Agent's fees provided for herein for which the Authority is
responsible as provided above and (b) all items deposited in
and credited to the Construction Accounts and subsequently
returned unpaid or with respect to which the USB Disbursement
Agent fails to receive final settlement."
4. Section 2.9 of the Agreement is hereby amended by deleting the
first
sentence thereof in its entirety and
replacing it with the following:
"Each Disbursement
Agent hereby acknowledges the Trustee's
security interests as set forth above and under any other
Collateral Documents and waives any security interest or other
li
