AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
WATERFORD GAMING, L.L.C.
A Delaware Limited Liability Company
________________________________________________________________
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
WATERFORD GAMING, L.L.C.
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY
AGREEMENT (the "Agreement") of Waterford Gaming, L.L.C. (the
"Company") is effective as of March 17, 1999.
RECITALS:
WHEREAS, Xxxxxx Suites, Inc., a Michigan corporation
("Xxxxxx") and LMW Investments, Inc., a Connecticut corporation
("LMW") formed the Company by filing a Certificate of Formation
(the "Certificate") with the Delaware Secretary of State on
September 30, 1996.
WHEREAS, Xxxxxx and LMW formed Waterford Group L.L.C.,
a Delaware Limited Liability Company (the "Member") to succeed to
their interests in the Company and each have assigned their
respective interests in the Company to the Member in connection
with the issuance of $125.0 million of 9 1/2% Senior Notes due 2010
(the "Senior Notes") pursuant to an Indenture dated as of March
17, 1999 between the Company and Waterford Gaming Finance Corp.,
a Delaware corporation, as joint and several obligors, and State
Street Bank and Trust Company as Trustee.
NOW, THEREFORE, the Member hereto agrees as follows:
Formation of Limited Liability Company. The Company
was formed as a limited liability company pursuant to the
provisions of the Delaware Limited Liability Company Act, 6 Del.
C 18-101, et seq., as it may be amended from time to time, and
any successor to such statute (the "Act"). The rights and
obligations of the Member and the administration and termination
of the Company shall be governed by the Agreement and the Act.
The Agreement shall be considered the "Limited Liability Company
Agreement" of the Company within the meaning of Section 18-101(7)
of the Act. To the extent this Agreement is inconsistent in any
respect with the Act, this Agreement shall control.
Members. Waterford Group L.L.C. is the sole member of
the Company.
Purpose. The Company has been established solely for
the purposes of (i) holding the partnership interests in Trading
Cove Associates, a Connecticut general partnership ("TCA"), (ii)
holding the 15% subordinated notes due 2003 and the completion
guarantee subordinated notes due 2003, each issued by the Mohegan
Tribal Gaming Authority, (iii) engaging in activities in
connection with its role as a managing general partner of TCA,
(iv) issuing the Senior Notes and (v) engaging in those
activities as the Member may reasonably deem necessary or
advisable to carry out the foregoing purposes of the Company.
For so long as any of the Senior Notes remain outstanding and
have not been defeased in accordance with the terms of the
Indenture under which the Senior Notes were issued, the Company
shall not conduct any business activities or pursue any purpose
other than those activities and purposes described in the
preceding sentence.
Name. The name of the Company shall be "Waterford
Gaming, L.L.C."
Registered Agent and Principal Office. The registered
office and registered agent of the Company in the State of
Delaware shall be as the Member may designate from time to time.
The Company may have such other offices as the Member may
designate from time to time. The mailing address of the Company
shall be 000 Xxxxxxxx Xxxxxxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000.
Term of Company. The term of the Company commenced
upon filing the Certificate and shall end, and the Company shall
dissolve, on September 30, 2020 unless its business and affairs
are earlier wound up following dissolution at such time as this
Agreement may specify.
Management of Company. All decisions relating to the
business, affairs, and properties of the Company shall be made by
the Member. The Member may appoint a President and one or more
Vice Presidents and such other officers of the Company as the
Member may deem necessary or advisable to manage the day-to-day
business affairs of the Company (the "Officers"). The Member may
also appoint managers who are not officers. The Officers and
managers shall serve at the pleasure of the Member. To the
extent delegated by the Member, the Officers and managers shall
have the authority to act on behalf of, bind, and execute and
deliver documents in the name and on behalf of the Company. No
such delegation shall cause the Member to cease to be a Member.
Distributions. For so long as any of the Senior Notes
remain outstanding and have not been defeased in accordance with
the terms of the Indenture under which the Senior Notes were
issued, the Company shall not make any distribution to the Member
that is prohibited by the covenant "Limitation on Restricted
Payments." Commencing on the date that none of the Senior Notes
remain outstanding or undefeased in accordance with the terms of
the Indenture under which the Senior Notes were issued, each
distribution of cash or other property by the Company shall be
made 100% to the Member. Each item of income, gain, loss,
deduction, and credit of the Company shall be allocated 100% to
the Member.
Capital Accounts. A capital account shall be
maintained for the Member in accordance with Treasury Regulations
Section 1.704-1(b)(2)(iv).
Dissolution and Winding Up. The Company shall dissolve
and its business and affairs shall be wound up pursuant to a
written instrument executed by the Member.
Amendments. This Agreement may be amended or modified
from time to time only by a written instrument executed by the
Member.
Governing Law. The validity and enforceability of this
Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware without regard to otherwise
governing principles of conflicts of law.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the Agreement Date.
MEMBER
WATERFORD GROUP L.L.C.,
a Delaware limited liability
company
By: XXXXXX SUITES, INC.
Its member
By:____________________________
Its: ___________________________
and
By: LMW INVESTMENTS INC.,
Its member
By:____________________________
Its:___________________________
COMPANY
WATERFORD GAMING L.L.C.,
a Delaware limited liability
company
By: WATERFORD GROUP L.L.C.
Its member
By: XXXXXX SUITES, INC.
Its member
By:__________________________
Its:___________________________
and
By: LMW Investments, Inc.,
Its member
By: __________________________
Its:___________________________
