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NOTE PLEDGE AGREEMENT
between
Waterford Gaming, L.L.C.
(a Delaware Limited Liability Company)
and
Fleet National Bank
as Trustee for
the holders of the
12 3/4% Senior Notes due 2003
of
Waterford Gaming, L.L.C.
and
Waterford Gaming Finance Corp.
________________________
Dated as of November 8, 1996
________________________
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NOTE PLEDGE AGREEMENT
NOTE PLEDGE AGREEMENT (the "Pledge Agreement"), dated as of November 8,
1996, by and between Waterford Gaming, L.L.C., a Delaware limited liability
company (the "Company"), and Fleet National Bank, in its capacity as trustee
(the "Trustee") under the Indenture, dated as of November 8, 1996 (the
"Indenture"), relating to the 12 3/4% Senior Notes due 2003 (the "Securities")
issued by the Company and Waterford Gaming Finance Corp. ("Finance"). As used
herein, all capitalized terms not otherwise defined herein shall have the
meanings set forth in the Indenture.
W I T N E S S E T H:
WHEREAS, pursuant to the Indenture and the Purchase Agreement, dated
November 5, 1996, among the Company, Finance and the initial purchasers named
therein, the Company and Finance issued and sold $65 million aggregate principal
amount of the Securities;
WHEREAS, the Company is using proceeds of the sale of the Securities to
purchase $19.15 million in principal amount of, and is receiving a dividend of
$850,000 principal amount of, 15% Subordinated Notes due 2003 (all of such
Subordinated Notes, the "Original Subordinated Notes") of the Mohegan Tribal
Gaming Authority (the "Authority");
WHEREAS, the Company intends to purchase up to an additional $7.5 million
in principal amount of the Authority's Floating Rate Subordinated Notes due 2003
(any and all of such Floating Rate Subordinated Notes, the "Additional
Subordinated Notes" and, together with the Original Subordinated Notes, the
"Subordinated Notes");
WHEREAS, in order to secure the payment and performance of the obligations
of the Company and Finance under the Indenture (the "Obligations"), the Company
desires to pledge by this Pledge Agreement all of its right, title and interest
in the Subordinated Notes to the Trustee; and
WHEREAS, the parties hereto desire to set forth their mutual understanding
and certain agreements regarding the terms and conditions of the pledge of the
Subordinated Notes made by the Company to the Trustee for the
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benefit of the Holders and certain agreements between the Company and the
Trustee relative to such pledge.
NOW, THEREFORE, in consideration of the premises and other benefits to the
Company, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Pledge. As collateral security for payment and performance in full of
the Obligations, in accordance with their respective terms, the Company hereby
pledges, hypothecates, assigns, transfers, sets over and delivers unto the
Trustee, and hereby grants unto the Trustee for the benefit of the Holders, and
unto its successors and assigns, a continuing security interest in all of the
right, title and interest of the Company in, to and under any and all of the
following described property, rights and interests and any and all documents
evidencing such property, rights and interests (collectively, the "Pledged
Collateral"), to be held and administered by the Trustee in accordance with the
provisions hereof and of Article X of the Indenture:
(a) the Subordinated Notes, including all renewals, extensions,
modifications and replacements of the same and all distributions thereon and
proceeds (as defined in Section 9-306 of the Uniform Commercial Code) thereof,
and without limiting the generality of the foregoing, the present, continuing
and future right to make claim for, collect or cause to be collected, receive or
cause to be received directly from the Authority all payments of principal,
premiums, if any, interest and other sums of money payable thereunder; and
(b) any substituted or additional property required to be supplied
under the terms of this Pledge Agreement.
TO HAVE AND TO HOLD the Pledged Collateral, together with all rights,
titles, interests, powers, privileges and preferences pertaining or incidental
thereto, unto the Trustee for the benefit of the Holders, and unto their
respective successors and assigns; subject, however, to the terms, covenants and
conditions hereinafter set forth.
2. Representations, Warranties and Covenants of the Finance Company. The
Company hereby represents and warrants, covenants and agrees that:
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(a) Except for the security interest granted hereunder to the
Trustee for the benefit of the Holders, the Company is the legal and equitable
owner of the Pledged Collateral, holds the same free and clear of all liens,
claims, charges, encumbrances and security interests of every kind and nature
and has not made and will not make any other pledge, assignment, mortgage,
hypothecation or transfer of the Pledged Collateral.
(b) The Company has valid right and legal authority to pledge the
Pledged Collateral in the manner hereby done or contemplated and will defend its
title thereto against the claims of all persons whomsoever and shall maintain
and preserve the security interest granted hereunder with respect to the Pledged
Collateral as long as this Pledge Agreement shall remain in full force and
effect.
(c) Neither the execution and delivery of this Pledge Agreement by
the Company nor the consummation of the transactions herein contemplated nor the
fulfillment of the terms hereof violate or will violate the terms of any
agreement, indenture, mortgage, deed of trust, equipment lease, instrument or
other document to which the Company is a party, or conflict or will conflict
with any law, order, rule or regulation applicable to the Company of any court
or any government, regulatory body or administrative agency or any other
governmental body having jurisdiction over the Company or its properties or
assets, which violation or conflict would have a material adverse effect on the
business or condition of the Company taken as a whole or on the value of the
Pledged Collateral.
(d) No consent or approval which has not been obtained prior to the
date hereof of any governmental body or regulatory authority was or is necessary
as a condition to the pledge hereunder of the Pledged Collateral, and such
pledge is effective to vest in the Trustee the rights of the Trustee in the
Pledged Collateral as set forth herein.
(e) The Company shall deliver the Original Subordinated Notes to the
Trustee concurrently with the execution of this Pledge Agreement and each other
item of Pledged Collateral, including without limitation, the Additional
Subordinated Notes, immediately upon the Company's acquisition thereof. Upon
delivery to the Trustee, any and all Pledged Collateral shall be accompanied by
such endorsements, instruments or documents necessary to perfect the pledge
hereunder of such Pledged Collateral or as reasonably requested by the Trustee.
The Trustee shall have the right (but not the obligation) to hold the
Subordinated
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Notes and any other documents representing the Pledged Collateral in its own
name or in the name of its nominee, all in form and substance sufficient to make
effective the pledge hereunder and otherwise satisfactory to the Trustee.
(f) The Company shall pay and discharge all taxes, assessments and
governmental charges or levies against any Pledged Collateral prior to
delinquency thereof and shall keep all Pledged Collateral free of all unpaid
charges whatsoever, unless contested in good faith and appropriate reserves have
been set aside in accordance with generally accepted accounting principles.
(g) Subject to Sections 4 and 14 of this Pledge Agreement, for so
long as any of the Securities shall remain outstanding, the Company shall take
no action discharging, cancelling, extinguishing or otherwise impairing its
right, title and interest in and to any of the Pledged Collateral in
contravention of the terms of the Indenture.
3. Administration of the Pledged Collateral. The Trustee shall administer
the Pledged Collateral in accordance with and subject to the provisions hereof
and of the Indenture and the other Collateral Agreements.
4. Release and Substitution of Collateral. The Pledged Collateral shall
not be released from the security interest created hereunder and no property
shall be substituted for any of the Pledged Collateral except in accordance with
the provisions of this Section 4 and Section 14 of this Pledge Agreement.
Upon either (a) a redemption of Subordinated Notes in accordance with
their terms or (b) the acceptance by the Company of a Remaining Excess Cash
Purchase Offer in accordance with Section 4.15 of the Indenture, the Trustee
shall deliver to the Authority, in the case of clause (a), that principal amount
of Subordinated Notes identified in the notice of redemption and, in the case of
clause (b), that principal amount of Subordinated Notes certified by the Company
to the Trustee as those Subordinated Notes required to be tendered under the
Indenture. At the time of such delivery, this Pledge Agreement shall no longer
constitute a lien on or grant any security interest in the Subordinated Notes
tendered, provided that the proceeds are deposited in the Account (as defined in
the Cash Collateral and Disbursement Agreement of even date herewith between the
Company, the Trustee and the disbursement agent identified therein (the "Cash
Collateral Account")). In the event that the Subordinated Notes held by the
Trustee are in denominations larger that the principal amount of Subordinated
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Notes to be redeemed or purchased, the Trustee may tender such Subordinated
Notes provided that the new Subordinated Notes issued with respect to the
principal amount of Subordinated Notes not redeemed or purchased are returned to
the Trustee to be held as Pledged Collateral.
5. Default; Remedies.
(a) Defined. For purposes of this Pledge Agreement, the terms
"Default" and "Event of Default" shall have the respective meanings provided in
the Indenture.
(b) Remedies Generally. The Trustee shall be entitled to xxx for,
enforce payment of and receive any and all amounts due from the Authority for
principal and interest on the Subordinated Notes, or any other sums due under
the Pledged Collateral, with interest on overdue payments of such principal, and
interest on overdue installments of interest, to the extent lawful, at the rate
or rates set forth in the Subordinated Notes. If an Event of Default shall have
occurred and be continuing, the Trustee may retain the Pledged Collateral or
sell, assign, transfer, endorse and deliver the whole or, from time to time, any
part of the Pledged Collateral at public or private sale, for cash, upon credit
or for other property, for immediate or future delivery, and for such price or
prices and on such other terms as are reasonably satisfactory to the Trustee.
Upon consummation of any such sale, the Trustee shall have the right to assign,
transfer, endorse and deliver to the purchaser thereof the Pledged Collateral so
sold. Any such purchaser at any such sale shall hold the property sold
absolutely free from any claim or right on the part of the Company, and the
Company hereby waives (to the extent permitted by law) all rights of redemption,
stay or appraisal which the Company now has or may at any time in the future
have under any rule of law or statute now existing or hereafter enacted. The
Trustee shall give the Company five (5) days' written notice (which the Company
agrees shall be deemed to be reasonable notification within the meaning of
Section 9-504(3) of the relevant Uniform Commercial Code) of the Trustee's
intention to make any such public or private sale. Any such sale shall be held
at such time or times and at such place or places as the Trustee may fix. The
Trustee shall not be obligated to make any sale of the Pledged Collateral if it
shall determine not to do so, regardless of the fact that notice of sale of the
Pledged Collateral may have been given. The Trustee may, without notice or
publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned. In case sale of the Pledged
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Collateral is made on credit or for future delivery, the Pledged Collateral so
sold may be retained by the Trustee until the sale price is paid by the
purchaser or purchasers thereof, but the Trustee shall not incur any liability
in case any such purchaser or purchasers shall fail to take up and pay for the
Pledged Collateral so sold and, in case of any such failure, such Pledged
Collateral may be sold again upon like notice. As an alternative to exercising
the power of sale herein conferred upon it, the Trustee may proceed by suit or
suits at law or in equity to foreclose this Pledge Agreement and sell the
Pledged Collateral pursuant to judgment or decree of a court or courts having
competent jurisdiction.
(c) Preventing Impairment of the Pledged Collateral. Regardless of
whether or not there shall have occurred any Default or Event of Default, the
Trustee may institute and maintain or cause in the name of the Company or the
Trustee, or both, to be instituted and maintained, such suits and proceedings as
the Trustee may be advised by its counsel shall be necessary or expedient to
prevent any impairment of the Pledged Collateral in contravention of the terms
of the Indenture.
6. Trustee Appointed Attorney-in-Fact. The Company hereby constitutes and
appoints the Trustee its attorney-in-fact for the purpose of carrying out the
provisions, but subject to the terms and conditions, of this Pledge Agreement
and taking any action and executing any instrument that the Trustee may deem
necessary or advisable to accomplish the purposes hereof, which appointment is
irrevocable and coupled with an interest. Without limiting the generality of the
foregoing, but subject to the terms and conditions of this Pledge Agreement, the
Trustee shall have the right (but not the obligation), with full power of
substitution, either in the Trustee's name or in the name of the Company, to ask
for, demand, xxx for, collect, receive, and give acquittance for any and all
monies due or to become due under or by virtue of any Pledged Collateral, to
endorse checks, drafts, orders and other instruments for the payment of money
payable to the Trustee for the benefit of the Holders, representing any
distribution payable in respect of the Pledged Collateral or any part thereof or
on account thereof and to give full discharge for the same, to settle,
compromise, prosecute or defend any action, claim or proceeding with respect
thereto, and to sell, assign, endorse, pledge, transfer and make any agreement
respecting, or otherwise deal with, the same; provided, however, that nothing
herein contained shall be construed as requiring or obligating the Trustee to
make any commitment or to make any inquiry as to the nature or sufficiency of
any payment received by it, or to present or file any claim or notice, or to
take any action with respect to the Pledged Collateral or any part thereof or
the monies due or to become due in respect
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thereof or any property covered thereby, and no action taken or omitted to be
taken by the Trustee with respect to the Pledged Collateral shall give rise to
any defense, counterclaim or right of offset in favor of the Company or to any
claim or right of action against the Trustee, unless the Trustee's actions are
taken or omitted to be taken with gross negligence or bad faith or constitute
willful misconduct.
7. Purchase of Pledged Collateral by the Trustee or the Secured Creditors.
At any sale of the Pledged Collateral, whether pursuant to power of sale or
otherwise hereunder, the Trustee or any Holder may, to the extent permitted by
applicable law, bid for and purchase, free from any right of redemption, stay or
appraisal (all such rights being hereby waived and released by the Company to
the extent permitted by law), the Pledged Collateral or any part thereof or any
interest therein and upon compliance with the terms of such sale may hold,
retain, exploit, resell or otherwise dispose of such property without further
accountability to the Company for the proceeds of such sale. The Company will
execute and deliver, or cause to be executed and delivered, such instruments,
endorsements, assignments, waivers, certificates and other documents and take
such further action as the Trustee shall request in connection with any such
sale.
8. Application of Proceeds of Sale and Cash. The proceeds of any sale of
the Pledged Collateral, together with any other monies held by the Trustee under
the provisions of this Pledge Agreement, shall be applied by the Trustee in
accordance with the provisions of the Indenture and the other Collateral
Agreements. All Revenues (as defined below) due and to become due under or
pursuant to the Pledged Collateral shall be deposited by the Company in
accordance with the provisions of the Cash Collateral and Disbursement
Agreement, except during the continuation of a Default or Event of Default, in
which case it shall be paid by the Company directly to the Trustee. As used
herein, the term "Revenues" shall mean (x) all amounts paid or payable to the
Company by the Authority under or upon redemption or repurchase of the
Subordinated Notes and (y) the net proceeds realized upon or as a result of the
enforcement of the security interest granted under this Pledge Agreement or upon
or as a result of the exercise of any right or remedy under the Pledged
Collateral or this Pledge Agreement.
9. Waiver of Claims. Except as otherwise provided in this Pledge
Agreement, THE COMPANY HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
NOTICE OF JUDICIAL HEARING IN CONNECTION WITH THE TRUSTEE'S TAKING POSSESSION OR
THE TRUSTEE'S DISPOSITION OF ANY OF THE PLEDGED COLLATERAL,
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INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICES AND HEARINGS FOR ANY
PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT IT WOULD OTHERWISE HAVE
UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF
ANY STATE, and, to the full extent permitted by applicable law, the hereby
further waives:
(a) all damages occasioned by such taking of possession except any
damages which are the direct result of the Trustee's gross negligence, bad faith
or willful misconduct;
(b) all other requirements as to the time, place and terms of sale
or other requirements with respect to the enforcement of the Trustee's rights
and powers hereunder; and
(c) all rights of redemption, appraisement, valuation, stay,
marshalling of assets, extension or moratorium, existing at law or in equity, by
statute or otherwise, now or hereafter in force, in order to prevent or delay
the enforcement of this Pledge Agreement or the sale or other disposition of the
Pledged Collateral or any portion thereof, and the Company, for itself and all
who may claim under it, insofar as it now or hereafter lawfully may, hereby
waives all such rights.
Any sale of, or exercise of any options to purchase, or any other
realization upon, any Pledged Collateral shall operate to divest all right,
title, interest, claim and demand, at law or in equity, of the Company therein
and thereto, and shall be a perpetual bar both at law and in equity against the
Company and against any and all persons claiming or attempting to claim the
Pledged Collateral so sold, optioned or realized upon, or any part thereof,
through and under the Company.
10. Remedies Cumulative; No Waiver. Each right, power and remedy of the
Trustee provided for herein or in any other Collateral Agreement or the
Indenture, or now or hereafter existing at law or in equity, by statute or
otherwise, shall be cumulative and concurrent and shall be in addition to every
other right, power or remedy of the Trustee, or the Holders in any other
Collateral Agreement or the Indenture, or now or hereafter existing at law or in
equity, by statute or otherwise. No failure on the part of the Trustee or the
Holders to exercise, and no delay in exercising, any right, power or remedy
hereunder or under any other Collateral Agreement or the Indenture, or now or
hereafter
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existing at law or in equity, by statute or otherwise, shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. No notice to or demand on the Company hereunder
shall, of itself, entitle the Company to any other or further notice or demand
in the same, similar or other circumstances.
11. Additional Collateral. Without notice or consent of the Company and
without impairment of the security interest and rights created by this Pledge
Agreement, the Trustee may accept from any person or persons additional
collateral or other security for the Obligations. Neither the creation of the
security interest created hereunder nor the acceptance of any such additional
collateral or security shall prevent the Trustee from resorting to such
additional collateral or security or to the Pledged Collateral, in any order
without affecting the Trustee's rights hereunder.
12. Further Assurances. The Company agrees (i) that it shall, at its own
expense, file or record such notices, financing statements, continuation
statements, or other documents as may be necessary to perfect the security
interest of the Trustee hereunder, and (ii) that it shall, at its own expense,
do such further acts and things and execute and deliver to the Trustee such
additional conveyances, assignments, agreements and instruments as the Trustee
may at any time reasonably request in connection with the administration and
enforcement of this Pledge Agreement or relative to the Pledged Collateral or
any part thereof or in order to assure and confirm unto the Trustee its rights,
powers and remedies hereunder.
13. Indemnification. The Trustee shall be entitled to indemnification as
set forth in Section 6.7 the Indenture.
14. Termination. At such time as the Indebtedness under the Securities
shall be fully paid or there has been redemption of all the outstanding
Securities or defeasance of the Securities in accordance with the provisions of
the Indenture, including Section 3.1 and Article VII thereof, this Pledge
Agreement shall terminate and the Trustee shall reassign and redeliver to the
Company all of the Pledged Collateral which has not been sold, disposed of,
retained or applied by the Trustee in accordance with the terms hereof and the
Indenture. Such reassignment and redelivery shall be without warranty by or
recourse to the Trustee, and shall be at the expense of the Company. At such
time, this Pledge Agreement shall no longer constitute a lien upon or grant any
security interest in
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any of the Pledged Collateral and the Trustee shall, at the Company's expense,
deliver to the Company written acknowledgement thereof and cancellation of this
Pledge Agreement in a form reasonably requested by the Company.
15. Notices. Any notices or other communications required or permitted
hereunder shall be in writing, and shall be sufficiently given if made by hand
delivery, by telex, by telecopier or registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:
To the Company: Waterford Gaming, L.L.C.
000 Xxxxxxxx Xxxxxxxx
X.X. Xxx 000
Xxxxxxxxx, XX 00000
Attn: Xxx Xxxxxx
To the Trustee: Fleet National Bank
000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attn: Corporate Trust Department
Any party hereto may, by notice to each other party, designate such additional
or different addresses as shall be furnished in writing by such party. Any
notice or communication to any party shall be deemed to have been given or made
as of the date so delivered, if delivered personally or by courier; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and five
(5) calendar days after mailing, if sent by registered or certified mail (except
that a notice of change of address shall not be deemed to have been given until
actually received by the addressee). A copy of any notice given under this
Pledge Agreement to any party shall also be given to each other party hereto.
Any party hereto may give notice to the Holders at the addresses set forth for
them in the register kept by the Registrar under the Indenture or may request
that the Trustee notify them at such addresses.
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16. Security Interest Absolute. All rights of the Trustee and security
interests hereunder, and all obligations of the Company hereunder, shall be
absolute and unconditional irrespective of:
(i) any lack of validity or enforceability of any provision of the
Indenture, the Securities or any Collateral Agreement or any other
agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in
any other term of, or any increase in the amount of, all or any of the
Obligations, or any other amendment or waiver of any term of, or any
consent to any departure from any requirement of, the Indenture, the
Securities or any Collateral Agreement;
(iii) any exchange, release or non-perfection of any Lien on any
other collateral, or any release or amendment or waiver of any term of any
guaranty of, or consent to departure from any requirement of any guaranty
of, all or any of the Obligations; or
(iv) any other circumstance which might otherwise constitute a
defense available to, or a discharge of, a borrower or a pledgor.
17. Binding Agreement; Assignment. This Pledge Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Neither this Pledge Agreement nor any interest
herein or in the Pledged Collateral, or any part thereof, may be assigned by the
Company. This Pledge Agreement shall be deemed to be automatically assigned by
the Trustee to any person who succeeds to the Trustee as Trustee in accordance
with Section 6.8 of the Indenture, and its assignee shall have all rights and
powers of, and act as, the Trustee hereunder.
18. Governing Law; Jurisdiction. THE PARTIES HERETO EXPRESSLY ACKNOWLEDGE
AND AGREE THAT, IN ACCORDANCE WITH THE PROVISIONS OF NEW YORK GENERAL
OBLIGATIONS LAW SECTION 5-1401 GOVERNING AGREEMENTS RELATING TO ANY OBLIGATION
ARISING OUT OF A TRANSACTION COVERING IN THE AGGRE-
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GATE NOT LESS THAN $250,000, THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE
EXTENT THAT THE VALIDITY OR THE PERFECTION OF THE SECURITY INTEREST HEREUNDER,
OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY
THE LAWS OF A JURISDICTION OTHER THAN NEW YORK. ANY LEGAL ACTION OR PROCEEDING
WITH RESPECT TO THIS PLEDGE AGREEMENT MAY BE BROUGHT IN COURTS OF THE STATE OF
NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW
YORK, AND, BY EXECUTION AND DELIVERY OF THIS PLEDGE AGREEMENT, EACH PARTY HERETO
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.
19. Waiver of Jury Trial. THE COMPANY HEREBY WAIVES, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY WHICH EITHER OF THEM
MIGHT OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES
OR OF ANY STATE IN ANY LEGAL ACTION OR PROCEEDING BROUGHT WITH RESPECT TO, OR
ARISING OUT OF, THIS PLEDGE AGREEMENT.
20. Amendments. This Pledge Agreement may not be amended or modified,
except in conformity with Sections 8.1 and 8.2(9) of the Indenture.
21. Severability. In the event that any provision contained in this Pledge
Agreement shall for any reason be held to be illegal or invalid under the laws
of any jurisdiction, such illegality or invalidity shall in no way impair the
effectiveness of any other provision hereof, or of such provision under the laws
of any other jurisdiction; provided, that in the construction and enforcement of
such provision under the laws of the jurisdiction in which such holding of
illegality or invalidity exists, and to the extent only of such illegality or
invalidity, this Pledge Agreement shall be construed and enforced as though such
illegal or invalid provision had not been contained herein.
22. Headings. Section headings used herein are inserted for convenience
only and shall not in any way affect the meaning or construction of any
provision of this Pledge Agreement.
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23. Counterparts. This Pledge Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
and all of which shall together constitute one and the same instrument. A
complete set of counterparts shall be lodged with the Trustee.
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IN WITNESS WHEREOF, the Company and the Trustee have caused this
Pledge Agreement to be executed and delivered by their respective officers
thereunto duly authorized as of the date first above written.
WATERFORD GAMING, L.L.C.
(a Delaware Limited Liability Compa-
ny), as the Company
By:/s/ Xxx Xxxxxx
--------------------------------
Name: Xxx Xxxxxx
Title: Chief Executive Officer
WITNESS: /s/ Xxxx Xxxxxxx
------------------------
Name: Xxxx xxxxxxx
/s/ Del X. Xxxxxx
------------------------
Name Del X. Xxxxxx
Fleet National Bank,
as Trustee
By:/s/ Xxxxxx X. Xxxx, Xx.
--------------------------------
Name: Xxxxxx X. Xxxx, Xx.
Title: Vice President
WITNESS: /s/ Xxxxx X. Xxxxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxxxx
/s/ Xxxxx X. Xxxxxx
----------------------------
Name Xxxxx X. Xxxxxx
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