Exhibit 4.21
COLONIAL HOLDINGS, INC.
00000 Xxxxxxxx Xxxxx Xxxxxxx
Xxx Xxxx, Xxxxxxxx 00000
June 14, 2002
Xxxxx Fargo Bank Minnesota, National Association
Corporate Trust Services
000 Xxxxx Xxxxxx - Xxxxx 000
Xxxxxxxxxx, XX 00000
Ladies and Gentlemen:
Reference is made to that certain security agreement (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
"Security Agreement"; capitalized terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Security Agreement), dated
as of February 8, 2002, among Gameco, Inc. (the "Issuer"), each of the
Guarantors listed on the signature pages thereto or from time to time party
thereto by execution of a joinder agreement, and Xxxxx Fargo Bank Minnesota,
National Association, as Trustee (in such capacity and together with any
successors in such capacity, the "Trustee").
This letter supplements the Security Agreement and is delivered by the
undersigned, COLONIAL HOLDINGS, INC., a Virginia corporation (the "New
Pledgor"), pursuant to Section 3.5 of the Security Agreement. The New Pledgor
hereby agrees to be bound as a Guarantor and as a Pledgor by all of the terms,
covenants and conditions set forth in the Security Agreement to the same extent
that it would have been bound if it had been a signatory to the Security
Agreement on the execution date of the Security Agreement and without limiting
the generality of the foregoing, hereby grants and pledges to the Trustee, for
its benefit and for the benefit of the Secured Parties, as collateral security
for the full, prompt and complete payment and performance when due (whether at
stated maturity, by acceleration or otherwise) of the Secured Obligations, a
Lien on and security interest in, all of its right, title and interest in, to
and under the Pledged Collateral and expressly assumes all obligations and
liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes
each of the representations and warranties and agrees to each of the covenants
applicable to the Pledgors contained in the Security Agreement.
As to the New Pledgor, the New Pledgor represents, warrants and agrees
that in connection with its obligations under Section 3.4(b) of the Security
Agreement that (i) as of the date hereof the Trustee has a perfected security
interest in each Deposit Account described on Schedule 3.4(b) annexed hereto
other than by control (such Deposit Accounts, the "Non-Controlled Accounts") and
(ii) with respect to each Non-Controlled Account, the New Pledgor shall, within
thirty (30) days after the date hereof either (1) enter into a control agreement
with the applicable depositary which form shall be in form and substance
reasonably acceptable to the Trustee and shall perfect the Trustee's security
interest in such Deposit Account by control or (2) close such Deposit Account.
Attached hereto are supplements to each of the schedules to the
Security Agreement with respect to the New Pledgor. Such supplements shall be
deemed to be part of the Security Agreement.
This agreement and any amendments, waivers, consents or supplements
hereto may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original, but all such counterparts together shall
constitute one and the same agreement.
THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the New Pledgor has caused this letter agreement
to be executed and delivered by its duly authorized officer as of the date first
above written.
COLONIAL HOLDINGS, INC.
By: /s/ Xxx X. Xxxxxxx
-------------------------------
Name: Xxx X. Xxxxxxx
Title: President
AGREED TO AND ACCEPTED:
XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
as Trustee
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
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Schedule to Exhibit 4.21
Omitted Documents
Document Party
Joinder Agreement Colonial Downs, L.P.
Joinder Agreement Stansley Racing Corp.
