EXHIBIT - 4.3.1
U.S. Bank National Association
Xxxxxxx Square
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, XX 00000
June 11, 2003
Waterford Gaming, L.L.C.
Waterford Gaming Finance Corp.
000 Xxxxxxxx Xxxxxxxx
X.X. Xxx 000
Xxxxxxxxx, Xxxxxxxxxxx 00000
Re: Security and Control Agreement, dated March 17, 1999, relating to the
9.50% Senior Notes due 2010 of Waterford Gaming, L.L.C. and
Waterford Gaming Finance Corp.
Ladies and Gentlemen:
Reference is made to (i) the Indenture, dated as of March 17, 1999 (the
"Indenture"),by and among Waterford Gaming, L.L.C. and Waterford Gaming Finance
Corp. (each an "Issuer and collectively, the "Issuers") and U.S. Bank National
Association (successor in interest to State Street Bank and Trust Company, the
"Trustee"), pursuant to which the Issuers issued their 9.50% Senior Notes due
2010 (the "Notes") and (ii) the Security and Control Agreement, dated as of
March 17, 1999 (the "Security and Control Agreement"), by and between the
Pledgors, the Trustee, for the benefit of the registered holders of the Notes,
and U.S. Bank National Association (successor in interest to State Street Bank
and Trust Company), as securities intermediary (in that capacity, the
"Securities Intermediary"). The Trustee hereby terminates the Security and
Control Agreement and terminates and releases any and all security interests,
pledges, assignments and liens created pursuant to the Security and Control
Agreement and the Indenture. The Trustee hereby authorizes you, either directly
or through your attorneys and agents, to prepare and file on behalf of the
Trustee, as the secured party of record, uniform commercial code ("UCC")
termination statements with respect to any and all financing statements
previously filed in connection with the security interest granted to the Trustee
under the Security and Control Agreement and the Indenture. Such financing
statements may be terminated either by filing UCC termination statements in the
offices where such filings were made and/or by filing UCC "in lieu of" financing
statements in the appropriate filing offices under Revised Article 9 of the UCC
and then terminating such "in lieu of" financing statements.
By copy of this letter, the Trustee hereby informs the Securities
Intermediary that it has released its security interest in all accounts covered
by the Security and Control Agreement, that such Security and Control Agreement
is hereby terminated and that the Securities Intermediary should henceforth
follow all entitlement orders and instructions of the Pledgors with respect to
such accounts, treat the Pledgors as the customer and/or entitlement holder with
respect to such accounts and change the names of such accounts as requested by
the Pledgor including, without limitation, to eliminate any reference to the
Trustee or the security interest of the Trustee therein.
(Signature Page to Follow)
U.S. Bank National Association
By: __________________________
Name: Xxxxxx X. Xxxx, Xx.
Title: Vice President
