and thereof. Accordingly, the Second Lien Documents may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements
of the parties. There are no unwritten oral agreements between the parties.
This Agreement may be executed in one or more counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document.
37
CONFIDENTIAL
If any provision of this Agreement limits, qualifies or conflicts with
the duties imposed by the Trust Indenture Act of 1939 as in effect on the date
of this Agreement, the imposed duties shall control.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF
WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE
APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC
RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE
SECURITY INTEREST).
THE PROVISIONS OF THE INTERCREDITOR AGREEMENT UNDER THE
HEADING "SUBMISSION TO JURISDICTION; WAIVERS" ARE INCORPORATED HEREIN BY THIS
REFERENCE AND SUCH INCORPORATION SHALL SURVIVE ANY TERMINATION OF THE
INTERCREDITOR AGREEMENT.
38
CONFIDENTIAL
IN WITNESS WHEREOF, each Grantor and the Collateral Agent
have caused this Agreement to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first written above.
GREEKTOWN SUPERHOLDINGS, INC.,
as Grantor
By:
/s/ Clifford J. Vallier
Name:
Title:
GREEKTOWN HOLDINGS, L.L.C.,
as Grantor
By:
/s/ Clifford J. Vallier
Name:
Title:
GREEKTOWN CASINO, L.L.C.,
as Grantor
By:
/s/ Clifford J. Vallier
Name:
Title:
CONTRACT BUILDERS CORPORATION,
as Grantor
By:
/s/ Clifford J. Vallier
Name:
Title:
REALTY EQUITY COMPANY INC.,
as Grantor
By:
/s/ Clifford J. Vallier
Name:
Title:
39
CONFIDENTIAL
GREEKTOWN NEWCO SUB, INC.,
as Grantor
By:
/s/ Clifford J. Vallier
Name:
Title:
40
CONFIDENTIAL
WILMINGTON TRUST FSB,
as Collateral Agent
By:
/s/ Jane Schweiger
Title:
41
CONFIDENTIAL
EXHIBIT A
TO PLEDGE AND SECURITY AGREEMENT
PLEDGE SUPPLEMENT
This PLEDGE SUPPLEMENT, dated [_____] is delivered by [_________], a
[______] [________], (the "Grantor") pursuant to the Pledge and Security
Agreement, dated as of June 30, 2010 (as it may be from time to time amended,
restated, modified or supplemented, the "Security Agreement"), among Greektown
Superholdings, Inc., the other Grantors named therein, and Wilmington Trust FSB,
as the Collateral Agent. Capitalized terms used herein not otherwise defined
herein shall have the meanings ascribed thereto in the Security Agreement.
Grantor hereby confirms the grant to the Collateral Agent set forth in