EXHIBIT 4.6B
FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE, dated as of April 21, 1999 (this
''Supplemental Indenture''), by and among Isle of Capri Casinos, Inc., a
Delaware corporation, as issuer (the ''Company''), Riverboat Corporation of
Mississippi, a Mississippi corporation, Riverboat Corporation of Mississippi-
Vicksburg, a Mississippi corporation, Riverboat Services, Inc., an Iowa
corporation, CSNO, Inc., a Louisiana corporation, Louisiana Riverboat Gaming
Partnership, a Louisiana corporation, St. Charles Gaming Company, Inc., a
Louisiana corporation, LRG Hotels, L.L.C., a Louisiana limited liability
company, Grand Palais Riverboat, Inc., a Louisiana corporation, LRGP Holdings,
Inc., a Louisiana corporation, PPI, Inc., a Florida corporation, ASMI Management
Inc., a Florida corporation, Isle of Capri Casino Colorado, Inc., a Colorado
corporation, and Fleet National Bank, as trustee (the ''Trustee'').
W I T N E S S E T H
WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have
entered into an indenture, dated as of August 1, 1996 (the ''Indenture''),
pursuant to which the Company has issued $315,000,000 aggregate principal amount
of its 12 1/2% Senior Secured Notes due 2003 (the "Notes");
WHEREAS, Section 902 of the Indenture provides that under certain
circumstances the Company and the Trustee may amend the Indenture with the
consent of Holders (as defined in the Indenture) of at least a majority in
principal amount of the Notes then outstanding;
WHEREAS, the Company and the Subsidiary Guarantors desire to amend
certain provisions of the Indenture affecting the Notes, as set forth below;
WHEREAS, the Holders of at least a majority in aggregate principal
amount of the Notes outstanding have consented to the amendments to be effected
by this Supplemental Indenture; and
WHEREAS, all things necessary to make this Supplemental Indenture a
valid agreement, in accordance with its terms, have been done.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree, for the equal and proportionate benefit of all
Holders of the Notes as follows:
1. Capitalized Terms. Capitalized terms used herein and not
otherwise defined herein have the meanings assigned to them in the Indenture.
The words ''herein,'' ''hereof'' and ''hereby'' and other words of similar
import used in this Supplemental Indenture refer to this Supplemental Indenture
as a whole and not to any particular section hereof.
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2. Amendment to Section 801. Upon the Effective Date, Section 801
is hereby amended by deleting such section and all references thereto throughout
the Indenture in its entirety.
3. Amendment to Article Ten. (a) Upon the Effective Date, the
following sections under Article 10 of the Indenture are hereby amended by
deleting all such sections and all references thereto throughout the Indenture
in their entirety:
(i) Section 1004. Corporate Existence.
(ii) Section 1005. Payment of Taxes and Other Claims.
(iii) Section 1006. Maintenance of Properties.
(iv) Section 1007. Maintenance of Insurance.
(v) Section 1009. Filing and Provisions of Exchange Act Reports.
(vi) Section 1010. Limitation on Indebtedness.
(vii) Section 1012. Limitation on Restricted Payments.
(viii) Section 1013. Limitation on Dividends and Other Payment
Restrictions.
(ix) Section 1015. Ownership of Stock of Restricted Subsidiaries.
(x) Section 1017. Change in Nature of Business .
(xi) Section 1023. Stay, Extension and Usury Laws.
(b) Upon the Effective Date, Section 1016 is hereby amended to read in
its entirety as follows:
"Section 1016. Limitation on Transactions with Affiliates.
The Company and the Subsidiary Guarantors may only sell,
transfer, convey, lease or assign Collateral to the Company or a Restricted
Subsidiary if the Trustee has or receives a first priority security
interest in such Collateral upon such sale, transfer, conveyance, lease or
assignment and the Company has delivered to the Trustee an Opinion of
Counsel with respect to the validity and perfection of such security
interest and, if to a Restricted Subsidiary, the Restricted Subsidiary has
entered into a Subsidiary Guarantee on behalf of the Trustee and the
Holders."
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5. Amendment to Section 501. (a) Upon the Effective Date,
subsection (4) of the section of the Indenture entitled Section 501 is hereby
amended to read in its entirety as follows
"(4) the failure of the Company to make or consummate a Change of
Control Offer in accordance with Section 1109; the failure of the Company to
make or consummate an Excess Sale/Loss Proceeds Offer in accordance with Section
1110; or the failure of the Company to make or consummate an Excess Louisiana
Cash Repurchase Offer in accordance with Section 1111; or"
(b) Upon the Effective Date, subsections (5), (6), (7), (8) and (9) of
the section of the Indenture entitled "Section 501. Events of Default." are
hereby amended by deleting all such subsections and all references thereto in
their entirety.
6. Amendments to Section 101. Upon the Effective Date, certain
definitions under Section 101 shall be deemed deleted when references to such
definitions would be eliminated as a result of the foregoing amendments.
7. Time Amendments Become Operative. Upon execution and delivery of
this Supplemental Indenture, the terms and conditions of this Supplemental
Indenture shall be part of the terms and conditions of the Indenture for any and
all purposes, and all the terms and conditions of both shall be read together as
though they constitute one and the same instrument, except that in case of
conflict, the provisions of this Supplemental Indenture will control.
Notwithstanding an earlier execution date, the provisions of this Supplemental
Indenture shall not become operative until the date upon which the Company
accepts the Notes for purchase and payment pursuant to the Offer to Purchase and
Consent Solicitation Statement and accompanying Consent and Letter of
Transmittal, dated March 15, 1999. The Company shall promptly notify the
Trustee in writing that this Supplemental Indenture has become operative.
8. Full Force and Effect. Except as they have been modified by this
Supplemental Indenture, each and every provision of the Indenture shall continue
in full force and effect, and all references to the Indenture shall be deemed to
mean the Indenture as amended pursuant hereto.
9. Trustee Reliance. The Trustee enters into this Supplemental
Indenture in reliance on an Opinion of Counsel, as contemplated by Section 903
of the Indenture, and makes no independent determination that this Supplemental
Indenture is authorized or permitted.
10. Recitals. The recitals of this Supplemental Indenture shall be
deemed representations of the Company, and the Trustee accepts no responsibility
for such recitals.
11. Counterparts. This Supplemental Indenture may be executed in
any number of counterparts and in separate counterparts, each of which when so
executed shall be deemed to be an original, but all of which counterparts shall
together constitute but one and the same instrument.
12. Governing Law. This Supplemental Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York without
giving effect to applicable
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principles of conflict of laws to the extent that the application of the laws of
another jurisdiction would be required thereby.
13. Headings. The headings of this Supplemental Indenture have been
inserted for convenience of reference only, and are not to be considered a part
hereof and shall in no way modify or restrict any of the terms and provisions
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, as of the date first above written.
ISLE OF CAPRI CASINOS, INC.
By:____________________________
Name:
Title:
RIVERBOAT CORPORATION OF MISSISSIPPI
By:____________________________
Name:
Title:
RIVERBOAT CORPORATION OF MISSISSIPPI-VICKSBURG
By:____________________________
Name:
Title:
RIVERBOAT SERVICES, INC.
By:____________________________
Name:
Title:
CSNO, INC.
By:____________________________
Name:
Title:
LOUISIANA RIVERBOAT GAMING PARTNERSHIP
By:____________________________
Name:
Title:
ST. CHARLES GAMING COMPANY, INC.
By:____________________________
Name:
Title:
LRG HOTELS, L.L.C.
By:____________________________
Name:
Title:
GRAND PALAIS RIVERBOAT, INC.
By:____________________________
Name:
Title:
LRPG HOLDINGS, INC.
By:____________________________
Name:
Title:
PPI, INC.
By:____________________________
Name:
Title:
ASMI MANAGEMENT INC.
By:____________________________
Name:
Title:
ISLE OF CAPRI CASINO COLORADO, INC.
By:____________________________
Name:
Title:
FLEET NATIONAL BANK, As Trustee.
By:____________________________
Name:
Title:
ANNEX II
THE PROPOSED AMENDMENTS
The Indenture, dated as of August 1, 1996 (the "Indenture"), Isle of
Capri Casinos, Inc., as issuer (the "Company"), Riverboat Corporation of
Mississippi, Riverboat Corporation of Mississippi-Vicksburg, Riverboat Services
Incorporated, CSNO, Inc., Louisiana Riverboat Gaming Partnership, St. Charles
Gaming Company, Inc., LRG Hotels, L.L.C., Grand Palais Riverboat, Inc., LRGP
Holdings, Inc., P.P.I., Inc., ASMI Management Inc., Isle of Capri Casino
Colorado, Inc., and Fleet National Bank, as trustee (the "Trustee") contains,
among other things, the covenants and events of default set forth below that
will be eliminated when the Proposed Amendments (as defined in the Offer to
Purchase and Consent Solicitation Statement, dated March 15, 1999) become
effective. The following is qualified in its entirety by reference to the
Indenture. The definitions of certain capitalized terms used in this Annex II
are set forth below under "Certain Definitions." Capitalized terms used herein
and not defined in this Annex II have the meanings ascribed to such terms in the
Indenture.
Elimination of Covenants
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If the Proposed Amendments are adopted, the following covenants and
references thereto will be deleted in their entirety from the Indenture:
Section 801. Company and Restricted Subsidiaries May Consolidate,
Merge or Convey Only on Certain Terms. The Indenture provides that neither the
Company nor any Restricted Subsidiary shall consolidate with or merge with or
into or sell, assign, convey, lease or transfer all or substantially all of its
properties and assets to any Person or group of affiliated Persons in a single
transaction or through a series of transactions, except that:
(1) the Company may consolidate with or merge with or into or sell,
assign, convey, lease or transfer all or substantially all of its properties and
assets to any Person or group of affiliated Persons in a single transaction or
through a series of transactions if (a) the Company shall be the continuing
Person or the resulting, surviving or transferee Person (the "Surviving Entity")
shall be a corporation organized and existing under the laws of the United
States or any State thereof or the District of Columbia; (b) the surviving
entity shall expressly assume, by a supplemental indenture executed and
delivered to the Trustee, in form and substance reasonably satisfactory to the
Trustee, all of the obligations of the Company under the Notes, the Indenture
and the Collateral Documents, and the Company shall have taken all steps
necessary or desirable to perfect and protect the security interests granted or
purported to be granted by the Collateral Documents and the Company has
delivered to the Trustee an Opinion of Counsel that all such steps have been
taken; (c) immediately before and immediately after giving effect to such
transaction, or series of transactions (including, without limitation, any
Indebtedness incurred or anticipated to be incurred in connection with or in
respect of such transaction or series of transactions), no Default or Event of
Default shall have occurred and be continuing; (d) the Company or the surviving
entity (if the transaction or series of transactions involves the
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Company) shall immediately before and after giving effect to such transaction or
series of transactions (including, without limitation, any Indebtedness incurred
or anticipated to be incurred in connection with or in respect of the
transaction or series of transactions) have a Consolidated Net Worth equal to or
greater than the Consolidated Net Worth of the Company immediately prior to such
transaction or series of transactions; (e) immediately after giving effect to
such transaction or series of transactions on a pro forma basis, the Company or
the surviving entity (if the transaction or series of transactions involves the
Company) could incur at least $1.00 of additional Indebtedness pursuant to
Section 1010 (other than under clauses (1) through (9) thereof); (f) the Company
or the surviving entity shall have delivered to the Trustee an Officers'
Certificate stating that such consolidation, merger, conveyance, transfer or
lease and, if a supplemental indenture is required in connection with such
transaction or series of transactions, such supplemental indenture complies with
this covenant and that all conditions precedent in the Indenture and the
Collateral Documents relating to the transaction or series of transactions have
been satisfied; (g) such transaction will not result in the loss of any gaming
or other license necessary for the continued operation of the business of any
Restricted Subsidiary as conducted immediately prior to such consolidation,
merger, conveyance, transfer or lease; and (h) if any property of the Company or
any Restricted Subsidiary would thereupon become subject to any Lien, the
provisions of Section 1011 are complied with; and
(2) a Restricted Subsidiary may consolidate with or merge into or
sell, assign, convey, lease or transfer all or substantially all of its
properties and assets to the Company or to any Restricted Subsidiary of the
Company if (a) the surviving entity shall be the Company or a Restricted
Subsidiary of the Company; (b) the surviving entity shall expressly assume, by a
supplemental indenture (or similar instrument) executed and delivered to the
Trustee (or, as applicable, the Collateral Agent), in form and substance
reasonably satisfactory to the Trustee (or, as applicable, the Collateral
Agent), all of the obligations of such Restricted Subsidiary under this
Indenture, the Notes and the Collateral Documents, and such Restricted
Subsidiaries shall have taken all steps necessary or desirable to perfect and
protect the security interests granted or purported to be granted by the
Collateral Documents and the Company has delivered to the Trustee an Opinion of
Counsel that all such steps have been taken; and (c) such transaction will not
result in the loss of any gaming or other license necessary for the continued
operation of any Restricted Subsidiary as conducted immediately prior to such
sale, assignment, conveyance, transfer or lease; provided, that in each such
case the Company has delivered to the Trustee an Opinion of Counsel that all
conditions precedent in this Indenture relating to any such consolidation,
merger, sale, assignment, transfer, conveyance or lease have been complied with.
Section 1004. Corporate Existence. The Indenture provides that the
Company will do or cause to be done all things necessary to preserve and keep in
full force and effect the corporate existence, rights (charter or statutory) and
franchises of the Company and each Subsidiary; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Board or Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries as
a whole and that the loss thereof is not disadvantageous in any material respect
to the Holders.
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Section 1005. Payment of Taxes and Other Claims. The Indenture
provides that the Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent and in accordance with the
applicable provisions of the Collateral Documents, (1) all taxes, assessments
and governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary and (2)
all lawful claims for labor, materials and supplies, which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.
Section 1006. Maintenance of Properties. The Indenture provides that
the Company will cause all properties owned by the Company or any Subsidiary or
used or held for use in the conduct of its business or the business of any
Subsidiary to be maintained and kept in good condition, repair and working order
(reasonable wear and tear excepted) and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as required by the Collateral
Documents and as otherwise in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that this covenant
does not prevent the Company from discontinuing the maintenance of any such
properties if such discontinuance is, in the judgment of the Company, desirable
in the conduct of its business or the business of any Subsidiary and not
disadvantageous in any material respect to the Holders.
Section 1007. Maintenance of Insurance. The Indenture provides that,
from and at all times after the Issue Date, the Company and its Subsidiaries are
required to have in effect customary insurance for general liabilities, casualty
and property damage, and other risks, including business interruption coverage
where available on commercially reasonable terms, on terms and in amounts as are
customarily carried by similar businesses conducting gaming in the jurisdictions
of the gaming operations of the Company and its Subsidiaries and reasonably
sufficient to avoid a material adverse change in the financial condition or
results of operation of the Company and its Subsidiaries taken as a whole. All
insurance will name the Trustee as additional insured or loss payee, as
applicable. All such insurance shall be issued by carriers having an A.M. Best
& Company, Inc. rating of A- or higher, or if such carrier is not rated by A.M.
Best & Company, Inc., having the financial stability and size deemed appropriate
by a reputable insurance broker.
Section 1009. Filing and Provision of Exchange Act Reports. The Indenture
provides that, whether or not the Company is subject to the periodic reporting
requirements under the Exchange Act, the Company shall file reports with the
Securities and Exchange Commission as if it were subject to such periodic
reporting requirements and shall furnish copies of such reports to the Trustee
and the holders of the Notes within 15 days after it is filed.
Section 1010. Limitation on Indebtedness. The Indenture provides that
the Company may not, and may not cause or permit any Restricted Subsidiary to,
directly or
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indirectly, create, incur, assume, suffer to exist, guarantee or in any manner
become liable for the payment of ("incur") any Indebtedness (including any
Acquired Indebtedness) or any Disqualified Stock unless (i) such Indebtedness or
Disqualified Stock is incurred by the Company or a Subsidiary Guarantor, (ii) no
Default or Event of Default shall have occurred and be continuing at the time
of, or would occur after giving pro forma effect to, such incurrence of
Indebtedness or Disqualified Stock and (iii) on the date of such incurrence (the
"Incurrence Date"), the Consolidated Coverage Ratio of the Company, after giving
pro forma effect to such incurrence of such Indebtedness, would be at least 2.0
to 1 if the Incurrence Date is on or before July 31, 1998 or at least 2.25 to 1
if the Incurrence Date is after July 31, 1998, other than the following:
(a) Indebtedness and Disqualified Stock issued to and held by the
Company or a wholly owned Restricted Subsidiary of the Company, provided
that (i) any subsequent issuance or transfer of any Capital Stock that
results in any such wholly owned Restricted Subsidiary ceasing to be a
wholly owned Restricted Subsidiary or (ii) any transfer of such
Indebtedness to a Person other than the Company or a wholly owned
Restricted Subsidiary of the Company, will be deemed to be the issuance of
such Indebtedness or Disqualified Stock by the issuer thereof;
(b) Indebtedness under the Notes, the Subsidiary Guarantees and the
Indenture;
(c) Indebtedness (i) outstanding on the Issue Date as set forth on
Schedule 1010 to the Indenture on the Issue Date and (ii) (without
duplication of amounts included in clause (i)) which may be incurred under
one or more revolving bank credit facilities in an aggregate principal
amount not to exceed $15 million;
(d) Non-Recourse Indebtedness incurred by a Subsidiary Guarantor in
respect of Project Costs to develop, construct and open Preferred Hotel
Facilities, provided that (i) the principal amount of such Non-Recourse
Indebtedness (including any Refinancing Indebtedness with respect to such
Non-Recourse Indebtedness) shall not exceed 100% of such Project Costs and
(ii) the Consolidated Coverage Ratio of the Company, without giving pro
forma effect to such incurrence of such Non-Recourse Indebtedness, would be
at least 2.0 to 1;
(e) FF&E Financing and Capitalized Lease Obligations, provided that
the sum of the aggregate principal amount of FF&E Financing and Capitalized
Lease Obligations does not exceed, in the aggregate at any time
outstanding, the sum of (i) the principal amount of FF&E Financing and
Capitalized Lease Obligations outstanding on the Issue Date plus (ii) $10
million plus (iii) the product of $7 million and the number of Casinos
acquired or developed by the Company and its Restricted Subsidiaries after
the Issue Date plus (iv) the product of $5 million and the number of Casino
Hotels acquired or developed by the Company and its Restricted Subsidiaries
after the Issue Date;
(f) Indebtedness in respect of performance bonds, letters of credit,
bankers' acceptances and surety and appeal bonds in the ordinary course of
business,
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other than such Indebtedness outstanding on the Issue Date (or refinancings
thereof permitted under clause (g) below), in an amount not to exceed $5
million in the aggregate; Interest Rate and Currency Protection Obligations
entered into in connection with the incurrence of Indebtedness otherwise
permitted under the Indenture; and Indebtedness arising under agreements
providing for indemnification, adjustment of purchase price and similar
obligations in connection with the disposition of property or assets in the
ordinary course of business.
(g) Indebtedness issued in exchange for or to repay, prepay,
repurchase, redeem, defease, retire or refinance ("refinance") any
Indebtedness permitted by clauses (a) through (f) above, provided that (i)
if the principal amount of the Indebtedness so issued shall exceed the sum
of the principal amount of the Indebtedness so exchanged or refinanced plus
any prepayment premium and costs reasonably incurred to effect the exchange
or refinancing, then either (x) such excess shall be permitted only to the
extent that it is otherwise permitted to be incurred under this covenant or
(y) in the case of Indebtedness permitted by clause (e) above, such excess
shall be permitted if the principal amount of Indebtedness so issued does
not exceed the lesser of (A) the original principal amount of the
Indebtedness so exchanged or refinanced and (B) the fair value of the
property that is the subject of such FF&E Financing or Capitalized Lease
Obligations, as applicable; and (ii) the Indebtedness so issued (A) has a
Stated Maturity not earlier than the Stated Maturity of the Indebtedness so
exchanged or refinanced, (B) has an average life to Stated Maturity equal
to or greater than the remaining average life to Stated Maturity of the
Indebtedness so exchanged or refinanced, and (C) is subordinated to the
Notes to at least the same extent as the Indebtedness so exchanged or
refinanced;
(h) Indebtedness incurred by a Subsidiary Guarantor in respect
of Project Costs to make a Casino Improvement, provided such Indebtedness
does not exceed $5 million in the aggregate;
(i) Indebtedness, other than Indebtedness permitted by clauses
(a) through (h) above, which does not exceed $15 million (less any
Indebtedness incurred pursuant to this clause (i) retired with Net Cash
Proceeds from any Asset Sale or Event of Loss) in the aggregate at any time
outstanding.
Section 1012. Limitation on Restricted Payments. The Indenture
provides that the Company may not make, directly or indirectly, and may not
permit any Restricted Subsidiary to make, directly or indirectly, any Restricted
Payment, unless:
(a) no Default or Event of Default shall have occurred and be
continuing at the time of and after giving pro forma effect to such
Restricted Payment;
(b) immediately after giving effect to such Restricted Payment, the
Company could incur at least $1.00 of Indebtedness pursuant to the covenant
described under "Limitation on Indebtedness" (other than under clauses (a)
through (i) thereof); and
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(c) the aggregate amount of all Restricted Payments declared or made
after the Issue Date does not exceed the sum of (i) 50% of Consolidated Net
Income (or in the event such Consolidated Net Income shall be a deficit,
minus 100% of such deficit) accrued during the period (treated as one
accounting period) beginning on the first day of the first full fiscal
quarter commencing on or after August 1, 1996 and ending on the last day of
the Company's last fiscal quarter ending before the date of such proposed
Restricted Payment plus (ii) an amount equal to the aggregate Net Cash
Proceeds received by the Company from the issuance or sale (other than to a
Subsidiary) of its Capital Stock (excluding Disqualified Stock, but
including Capital Stock issued upon conversion of convertible Indebtedness
and from the exercise of options, warrants or rights to purchase Capital
Stock (other than Disqualified Stock) of the Company) (A) in the Goldstein
Family Equity Purchase or (B) otherwise on or after the Issue Date;
provided that, if no Default or Event of Default shall have occurred and be
continuing at the time of and after giving effect to such Restricted Payment,
the foregoing provisions will not prohibit (i) the payment of any dividend
within 60 days after the date of its declaration if, at the date of declaration,
such payment would be permitted by such provisions, (ii) the redemption or
repurchase of any Capital Stock or Indebtedness of the Company, including the
Notes, if required by any Gaming Authority or if determined, in the good faith
judgment of the Board of Directors, to be necessary to prevent the loss or to
secure the grant or reinstatement of any gaming license or other right to
conduct lawful gaming operations, (iii) the repurchase of Capital Stock from
directors, officers and employees (or their respective estates or beneficiaries)
upon death, disability, retirement or termination of employment up to an amount
not to exceed an aggregate of $1 million in any fiscal year of the Company and
(iv) Permitted Investments. The full amount of any Restricted Payment made
pursuant to the foregoing clause (i) or clause (ii) of the definition of
Permitted Investments, however, will be included in the calculation of the
aggregate amount of Restricted Payments available to be made pursuant to clause
(c) above.
Section 1013. Limitation on Dividends and Other Payment Restrictions
Affecting Restricted Subsidiaries. The Indenture provides that the Company may
not, directly or indirectly, and may not permit any Restricted Subsidiary to,
directly or indirectly, create or otherwise cause or suffer to exist or enter
into any agreement with any Person that would cause any consensual encumbrance
or restriction of any kind on the ability of any Restricted Subsidiary to (a)
pay dividends, in cash or otherwise, or make any other distributions on its
Capital Stock or any other interest or participation in, or measured by, its
profits owned by, or pay any Indebtedness owed to, the Company or a Restricted
Subsidiary, (b) make any loans or advances to the Company or any Restricted
Subsidiary or (c) transfer any of its properties or assets to the Company or any
Restricted Subsidiary except, in each case, for (i) restrictions imposed by the
Notes, the Indenture the Subsidiary Guarantees and the Collateral Documents,
(ii) customary non-assignment provisions restricting subletting or assignment of
any lease entered into in the ordinary course of business, consistent with
industry practices, (iii) restrictions imposed by applicable gaming laws or any
applicable Gaming Authority, (iv) restrictions under any agreement relating to
any property, assets, or business acquired by the Company or its Restricted
Subsidiary, which restrictions existed at the time of acquisition, were not put
in place in anticipation of such acquisition and are not applicable to any
Person, other than the Person
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acquired or to any property, assets or business other than the property, assets
and business of the Person acquired, (v) any such contractual encumbrance in
existence as of the Issue Date or imposed by or in connection with the
incurrence of any Permitted FF&E Financing, Capitalized Lease Obligations or
Non-Recourse Indebtedness permitted pursuant to clause (e) of the covenant
described under "Limitation on Indebtedness," provided such encumbrance does not
have the effect of restricting the payment of dividends to the Company or any
Restricted Subsidiary or the payment of Indebtedness owed to the Company or any
Restricted Subsidiary or reducing the amount of any such dividends or payments,
(vi) any restrictions with respect to Capital Stock or assets, respectively, of
a Restricted Subsidiary of the Company imposed pursuant to an agreement that has
been entered into for the sale or disposition of all or substantially all of the
Capital Stock or assets of such Restricted Subsidiary and (vii) replacements of
restrictions imposed pursuant to clauses (i) through (vi) that are no more
restrictive than those being replaced.
Section 1015. Ownership of Stock of Restricted Subsidiaries. The
Indenture provides that the Company and its wholly owned Restricted Subsidiaries
shall at all times maintain ownership of at least 80% of each class of Capital
Stock in each Restricted Subsidiary of the Company, except any Restricted
Subsidiary that shall be disposed of in its entirety or consolidated or merged
with or into the Company or another wholly owned Restricted Subsidiary, in each
case in accordance with Sections 801 and 1014 of the Indenture. Additionally,
the Company shall not permit any Restricted Subsidiary to issue any Preferred
Stock or other Capital Stock having a preference as to dividends, upon
liquidation or otherwise over the Capital Stock of such Restricted Subsidiary
owned, directly or indirectly by the Company.
Section 1017. Change in Nature of Business. The Indenture provides
that the Company may not, and may not permit any of its Restricted Subsidiaries
to, own, manage or conduct any operation other than a Permitted Line of
Business.
Section 1023. Stay, Extension and Usury Law. The Indenture provides
that the Company and the Subsidiary Guarantor have covenanted (to the extent
permitted under applicable law) that they will not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage or,
any stay or extension or any usury law or other law, wherever enacted, now or at
any time hereafter in force, that would prohibit or forgive the Company or any
Subsidiary Guarantors from paying all or any portion of the principal or,
premium, if any, or interest on the Notes and amounts from time to time payable
under the Subsidiary Guarantees, in each case as contemplated herein, or that
may materially affect the covenants or the performance of this Indenture or the
Collateral Documents in a manner inconsistent the provisions of this Indenture
or such Collateral Documents.
Amendment of Covenant
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If the Proposed Amendments are adopted, the following provisions of
Section 1016 will be deleted:
AII-7
The Company may not, and the Company may not permit, cause or suffer
any Restricted Subsidiary to, conduct any business or enter into any
transactions or series of transactions (including, without limitation, the sale,
transfer, disposition, purchase, exchange, lease or use of assets, property or
services) or enter into any contract, agreement, understanding, loan, advance or
guarantee with or for the benefit of any of their respective Affiliates,
including, without limitation, an Unrestricted Subsidiary, but not the Company
or another Restricted Subsidiary, (each an "Affiliate Transaction"), except (a)
such transactions that are set forth in writing and are entered into in good
faith and on terms that are no less favorable to the Company or such Restricted
Subsidiary, as the case may be, than those that could have been obtained in a
comparable transaction on an arm's-length basis from a Person not an Affiliate
of the Company or such Restricted Subsidiary or, if in the reasonable opinion of
a majority of the Independent directors of the Company, such standard is
inapplicable to the subject Affiliate Transaction, then that such Affiliate
Transaction is fair to the Company or the Restricted Subsidiary, as the case may
be (or to the stockholders as a group in the case of a pro rata dividend or
other distribution to stockholders permitted under "Limitations on Restricted
Payments"), from a financial point of view, (b) such transactions that are
existing on the Issue Date and disclosed in this Prospectus and (c) reasonable
and customary compensation and indemnification of directors, officers and
employees. In addition, the Company and its Restricted Subsidiaries may not
enter into any Affiliate Transactions or series of related Affiliate
Transactions that are similar or part of a common plan) under clause (a) above
involving aggregate payments or other Fair Market Value (i) in excess of
$500,000 unless, prior to the consummation thereof, the Company has delivered to
the Trustee an Officers' Certificate describing such Affiliate Transaction and
certifying that it complies with clause (a) above and (ii) in excess of $2.5
million unless, prior to the consummation thereof, the transaction is approves
by the Board of Directors of the Company, including a majority of the
Independent directors, such approval to be evidenced by a Board Resolution,
delivered to the Trustee with the Officers' Certificate required under clause
(i), stating that such Board of Directors has determined that such affiliate
Transaction complies with clause (a) above.
Elimination of Events of Default
- ---------------------------------
If the Proposed Amendments are adopted, the following events of
default from Section 501 will be deleted in their entirety from the Indenture:
(i) the default by the Company or any Subsidiary Guarantor in the
performance, or breach, of the covenant described under Section 801 of the
Indenture;
(ii)(a) one or more defaults by the Company or any Restricted
Subsidiary in the payment of principal of or (premium, if any, on) or interest
on Indebtedness, other than Non-Recourse Indebtedness, aggregating $7.5 million
or more, when the same becomes due and payable, and such default or defaults
shall have continued after the applicable grace period without cure or waiver,
or (b) Indebtedness, other than Non-Recourse Indebtedness, of the Company or any
Restricted Subsidiary aggregating $7.5 million or more shall have been
AII-8
accelerated or otherwise declared due and payable, or required to be pre-paid or
repurchased (other than by regularly scheduled required prepayment), prior to
the Stated Maturity thereof;
(iii) the entry of one or more judgments, orders or decrees being
rendered against the Company or any Restricted Subsidiary or any of their
respective properties which require the payment of money not covered by
insurance in excess of $7.5 million, either individually or in an aggregate
amount, and such judgment, order or decree shall not be discharged, waived or
the enforcement thereof stayed, by reason of a pending appeal or otherwise, for
a period of 60 consecutive days;
(iv) the entry of a decree or order by a court having jurisdiction
in the premises adjudging the Company or any Significant Restricted Subsidiary a
bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the
Company or any Significant Restricted Subsidiary under the Federal Bankruptcy
Code or any other applicable federal or state law, or appointing a receiver,
liquidator, assignee, trustee, sequestrator (or other similar official) of the
Company or any Significant Restricted Subsidiary or of any substantial part of
its property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period of
90 consecutive days;
(v) the institution by the Company or any Restricted Subsidiary of
proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to
the institution of bankruptcy or insolvency proceedings against it, or the
filing by it of a petition or answer or consent seeking reorganization or relief
under the Federal Bankruptcy Code or any other applicable federal or state law,
or the consent by it to the filing of any such petition or to the appointment of
a receiver, liquidator, sequestrator (or other similar official) of the Company
or any Significant Restricted Subsidiary or of any substantial part of its
property, or the making by it of an assignment for the benefit of creditors, or
the admission by it in writing of its inability to pay its debts as they become
due; or
(vi) the revocation, termination, suspension or cessation to be
effective or any gaming license or other right to conduct lawful gaming
operations at any Casino in any jurisdiction of the Company or any Subsidiary
which shall continue for more than 90 consecutive days (other than (A) as a
result of an adverse vote on or about November 5, 1996 with respect to the
conduct of riverboat gaming in Bossier Parish, Louisiana or Calcasieu Parish,
Louisiana or (B) the voluntary relinquishment of any such gaming license or
right if, in the reasonable opinion of the Company (as evidenced by an Officers'
Certificate) such relinquishment (a) is in the best interest of the Company and
its Subsidiaries, taken as a whole, (b) does not adversely affect the holders of
the Notes in any material respect and (c) is not reasonably expected to have,
nor are the reasons therefor reasonably expected to have, any material adverse
effect on the Company's relationship with any Gaming Authority in Mississippi or
Louisiana, or the effectiveness of any gaming license or similar right or, any
right to renewal thereof, or on the prospective receipt of any such license or
right, in each case, in Mississippi or Louisiana).
AII-9
Deletion of Definitions
- ------------------------
If the Amendments are adopted, certain definitions will be deleted
from the Indenture when references to such definitions would be eliminated as a
result of the foregoing.
Certain Definitions
- --------------------
Set forth below is a summary of certain defined terms used in the
Indenture. Reference is made to the Indenture for the full definition of all
such terms, as well as any other capitalized terms used herein for which no
definition is provided.
"Accounts Pledge Agreement" means the Accounts Pledge Agreement, dated
the Issue Date, between the Company and the Collateral Agent, securing the
Secured Obligations and substantially in the form attached to the Indenture as
Exhibit C, as may be amended from time to time as permitted by the Indenture.
"Acquired Indebtedness" means Indebtedness of a Person existing at the
time such Person becomes a Subsidiary of the Company or that is assumed in
connection with an Asset Acquisition by such Person, but not Indebtedness
incurred in connection with, or in anticipation of, such Person becoming a
Subsidiary of the Company or such acquisition.
"Affiliate" of any Person means any other Person that, directly or
indirectly, controls, is controlled by or is under direct or indirect common
control with, such Person and with respect to any natural Person, any other
immediate family member of such natural Person. For the purposes of this
definition, "control" when used with respect to any Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of Voting Stock or other equity interests, by
contract or otherwise, and the terms "controlling" and "controlled" have
meanings correlative to the foregoing; provided that, in any event, any Person
that owns directly or indirectly 10% or more of the securities having ordinary
voting power for the election of directors or other governing body of a
corporation or 10% or more of the partnership or other ownership interests of
any other Person (other than as a limited partner of such other Person) will be
deemed to control such corporation or other Person.
"Airplane" means the King Air 200 airplane owned by the Company on the
Issue Date.
"Asset Acquisition" means (a) any capital contribution (including,
without limitation, transfers of cash or other property to others or payments
for property or services for the account or use of others, or otherwise), or
purchase or acquisition of Capital Stock or other similar ownership or profit
interest, by the Company or any of its Subsidiaries in any other Person, in
either case pursuant to which such Person shall become a Subsidiary of the
Company or any of its Subsidiaries or shall be merged with or into the Company
or any of its Subsidiaries or (b) any acquisition by the Company or any of its
Subsidiaries of the assets of any Person which constitute substantially all of
an operating unit or business of such Person.
AII-10
"Assets Held for Sale or Development" means (i) the FFC Preferred
Stock, (ii) the Airplane, (iii) the Real Estate Options, (iv) the Cripple Creek
Land and (v) the Discontinued Assets.
"Asset Sale" means any direct or indirect sale, conveyance, transfer,
lease (other than an operating lease relating to assets, the Fair Market Value
of which, determined in the good faith judgment of the Board of Directors, does
not exceed $2 million, assignment, issuance or other disposition (including,
without limitation, by means of a sale-leaseback transaction) by the Company or
any Restricted Subsidiary to any Person (other than the Company or a wholly
owned Restricted Subsidiary), in one transaction or a series of related
transactions, of (a) any Capital Stock of any Restricted Subsidiary or other
similar equity interest or (b) any other property or asset of the Company or any
Restricted Subsidiary (other than (s) Assets Held for Sale or Development, (t)
any Non-Material Assets acquired after the Issue Date, (u) any Hotel Properties,
(v) current assets, as defined in accordance with GAAP, in the ordinary course
of business, (w) damaged, worn out or other obsolete property in the ordinary
course of business if no longer necessary for the proper conduct of such
business, (x) property no longer used or useful in the ordinary course of
business or property replaced with similar property of similar utility in the
ordinary course of business, (y) each other disposition (or series of related
dispositions) that results in Net Cash Proceeds of less than or equal to $1
million and (z) an Investment permitted under the covenant described under
"Certain Covenants--Limitation on Restricted Payments" or a disposition made in
accordance with the covenant described under "Certain Covenants--Consolidation,
Merger, Conveyance, Transfer or Lease").
"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company, to have been duly adopted by
the Board of Directors of the Company, or any duly authorized committee thereof
and to be in full force and effect on the date of such certification, and
delivered to the Trustee.
"Capital Stock" means, with respect to any Person, any and all shares,
interests (including partnership and other equity interests), participations,
rights in, or other equivalents (however designated and whether voting or
nonvoting) of, such Person's capital stock, whether outstanding on the Issue
Date or issued after such date, and any and all rights, warrants or options
exchangeable for or convertible into such capital stock.
"Capitalized Lease Obligation" means any obligation to pay rent or
other amounts under a lease of (or other agreement conveying the right to use)
any property (whether real, personal or mixed) that is required to be classified
and accounted for as a capital lease obligation under GAAP, and, for the purpose
of the Indenture, the amount of such obligation at any date of determination
shall be the capitalized amount thereof at such date, determined in accordance
with GAAP.
"Cash Equivalents" means any of the following, to the extent owned by
the Company or any of its Restricted Subsidiaries free and clear of all Liens
and having a maturity of not greater than 270 days from the date of acquisition
(a) any evidence of Indebtedness issued or directly and fully guaranteed or
insured by the United States of America or any agency or
AII-11
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof), (b) insured certificates of
deposit or acceptances of any commercial bank that is a member of the Federal
Reserve System, that issues (or the parent of which issues) commercial paper
rated as described in clause (c) below and that has combined capital and surplus
and undivided profits of not less than $500 million, (c) commercial paper issued
by a corporation (except an Affiliate of the Company) organized under the laws
of any state of the United States or the District of Columbia and rated at least
A-1 (or the then equivalent grade) by Standard & Poor's Corporation or at least
Prime-1 (or the then equivalent grade) by Moody's Investors Service, Inc., and
(d) repurchase agreements and reverse repurchase agreements relating to
marketable direct obligations issued or unconditionally guaranteed by the United
States government or any agency or other instrumentality thereof (provided that
the full faith and credit of the United States of America is pledged in support
thereof), provided that the terms of such repurchase and reverse repurchase
agreements comply with the guidelines set forth in the Federal Financial
Agreements of Depository Institutions with Securities Dealers and Others, as
adopted by the Comptroller of the Currency.
"Casino" means a gaming establishment owned, directly or indirectly,
by the Company and any building, restaurant, theater, amusement park or other
entertainment facility, parking or recreational vehicle facilities, retail
shops, land, equipment and other property or asset directly ancillary thereto
and used or to be used in connection therewith, other than a Casino Hotel.
"Casino Hotel" means any hotel or similar hospitality facility,
including, without limitation, a recreational vehicle park or marina serving a
Casino, owned, directly or indirectly, by the Company.
"Casino Improvement" means any capital addition, improvement,
extension or repair to the Isle-Biloxi, the Isle-Vicksburg, the Isle-Bossier
City or the Isle-Lake Charles.
"Collateral" means any assets of the Company, the Subsidiary
Guarantors or any of their respective Restricted Subsidiaries defined as
Collateral in any of the Collateral Documents, but shall not include Excluded
Assets.
"Collateral Agent" means the Trustee, as collateral agent for itself
and the holders under any of the Collateral Documents, or any successor
collateral agent.
"Collateral Documents" means, collectively, the Accounts Pledge
Agreement, the Company Pledge Agreement, the Subsidiary Pledge Agreement, the
Company Security Agreement, the Subsidiary Security Agreement, the Mortgages,
the Ship Mortgages, the Environmental Indemnity Agreement and any other security
document entered into by the Company or any Subsidiary Guarantor to secure the
Secured Obligations, in each case as amended from time to time as permitted by
the Indenture.
"Company Pledge Agreement" means the Company Pledge Agreement, dated
as of the Issue Date, between the Company and the Collateral Agent, securing the
Secured
AII-12
Obligations of the Company and substantially in the form attached to the
Indenture as Exhibit D, as amended from time to time as permitted by the
Indenture.
"Company Security Agreement" means the Company Security Agreement,
dated as of the Issue Date, between the Company and the Collateral Agent,
securing the Company's obligations under the Note Documents and substantially in
the form attached to the Indenture as Exhibit F, as amended from time to time as
permitted by the Indenture.
"Consolidated" refers to the consolidation of accounts in accordance
with GAAP.
"Consolidated Cash Flow" means, for any period, the sum of (a) the
Consolidated Net Income of the Company and its Restricted Subsidiaries for such
period plus (b) the sum of the following items (to the extent deducted in
determining Consolidated Net Income and without duplication): (i) all
Consolidated Interest Expense, (ii) Consolidated Non-cash Charges, (iii)
Consolidated Income Tax Expense, and (iv) any pre-opening expenses.
"Consolidated Coverage Ratio" means the ratio of (a) Consolidated Cash
Flow of the Company and its Restricted Subsidiaries for the period (the
"Reference Period") including the four full fiscal quarters for which financial
statements are available that immediately precede the date of the transaction or
other circumstances giving rise to the need to calculate the Consolidated
Coverage Ratio (the "Transaction Date") to (b) the Consolidated Interest Expense
for such Reference Period (based upon the pro forma amount of Indebtedness of
the Company and its Restricted Subsidiaries outstanding on the Transaction Date
and after giving effect to the transaction in question, unless otherwise
provided in the Indenture). For purposes of this definition, if the Transaction
Date occurs before the date on which the Company's consolidated financial
statements for the four full fiscal quarters after the Issue Date are first
available, Consolidated Cash Flow and Consolidated Interest Expense shall be
calculated, in the case of the Company and its Restricted Subsidiaries, after
giving effect on a pro forma basis as if the Notes outstanding on the
Transaction Date were issued on the first day of such four full fiscal quarter
period. In addition, Consolidated Cash Flow and Consolidated Interest Expense
shall be calculated after giving effect on a pro forma basis for the period of
such calculation to (i) the incurrence or retirement of any Indebtedness of the
Company and its Restricted Subsidiaries at any time during the Reference Period,
including, without limitation, the incurrence of the Indebtedness giving rise to
the need to make such calculation (unless otherwise provided in the Indenture),
as if such Indebtedness were incurred or retired on the first day of the
Reference Period; provided that if the Company or any of its Restricted
Subsidiaries directly or indirectly guarantees Indebtedness of a third Person,
the above clause shall give effect to the incurrence of such guaranteed
Indebtedness as if the Company or such Restricted Subsidiary had directly
incurred such guaranteed Indebtedness and (ii) any Asset Sale, Event of Loss or
Asset Acquisition (including, without limitation, any Asset Acquisition giving
rise to the need to make such calculation as a result of the Company or any of
its Restricted Subsidiaries (including any Person who becomes a Subsidiary as
result of the Asset Acquisition) incurring Acquired Indebtedness) occurring
during the Reference Period and any retirement of Indebtedness in connection
with such Asset Acquisition, as if such Asset Sale, Event of Loss or Asset
Acquisition and/or retirement occurred on the first day of the Reference Period,
but giving effect
AII-13
to any adjustments set forth in the definition of "Consolidated Net Income."
Furthermore, in calculating Consolidated Interest Expenses for purposes of this
"Consolidated Coverage Ratio," interest on Indebtedness determined on a
fluctuating basis shall be deemed to accrue at the rate in effect on the
Transaction Date for such entire period.
"Consolidated Income Tax Expense" means, as applied to any Person for
any period, federal, state, local and foreign income taxes (including franchise
taxes imposed in lieu of or as additional income tax) of such Person and its
Restricted Subsidiaries for such period, determined in accordance with GAAP;
provided, that for purposes hereof, "income taxes" shall specifically exclude
any taxes paid to or imposed by a Gaming Authority.
"Consolidated Interest Expense" means as applied to any Person for any
period the sum of the following items (without duplication) (i) the aggregate
amount of interest recognized by such Person and its Restricted Subsidiaries in
respect of their Consolidated Indebtedness (including all interest capitalized
by such Person and its Restricted Subsidiaries during such period and all
commissions, discounts and other similar fees and charges owed by such Person or
any of its Restricted Subsidiaries for letters of credit and bankers' acceptance
financing and the net costs associated with Interest Rate and Currency
Protection Obligations of such Person and its Restricted Subsidiaries, but
excluding amortization of deferred financing cost and debt discount or premium,
(ii) the aggregate amount of the interest component of rentals in respect of
Capitalized Lease Obligations recognized by such Person and its Restricted
Subsidiaries, (iii) to the extent any Indebtedness of any other Person is
guaranteed by such Person or any of its Restricted Subsidiaries, the aggregate
amount of interest paid or accrued by such other Person during such period
attributable to any such guaranteed Indebtedness, (iv) the interest portion of
any deferred payment obligation, (v) an amount equal to 1/3 of the base rental
expense (i.e., not any rent expense paid as a percentage of revenues)
attributable to such Person and its Restricted Subsidiaries and (vi) the amount
of dividends payable by such Person and its Restricted Subsidiaries in respect
of Disqualified Stock (other than such dividends payable to such Restricted
Subsidiaries).
"Consolidated Net Income" means, for any period, the aggregate of the
consolidated Net Income (or net loss) of the Company and its Restricted
Subsidiaries (determined in accordance with GAAP), less (to the extent included
in such consolidated Net Income) (a) the Net Income (or net loss) of any Person
(the "other Person") (i) other than a Restricted Subsidiary or (ii) in which the
Company or any of its Restricted Subsidiaries has a joint interest with a third
party (which interest does not cause the Net Income (or net loss) of such other
Person to be consolidated into the Net Income (or net loss) of the Company and
its Restricted Subsidiaries in accordance with GAAP), except in each such case
such Net Income shall be included to the extent of the amount of cash dividends
or other cash distributions in respect of Capital Stock or other interest owned
actually paid (out of funds legally available therefor) to and received by the
Company or its Restricted Subsidiaries, (b) items (other than the tax benefit of
the utilization of net operating loss carry forwards or alternative minimum tax
credits) classified as extraordinary, (c) except to the extent includable in
clause (a) above, the Net Income (or loss) of any other Person (other than SCGC,
LRGP and LRGH, the Net Income of which will be included for the entire period
for which Consolidated Net Income is being
AII-14
determined) accrued or attributable to any period before the date on which it
becomes a Restricted Subsidiary or is merged into or consolidated with the
Company or any of its Restricted Subsidiaries or such other Person's property or
Capital Stock (or a portion thereof) is acquired by the Company or any of its
Restricted Subsidiaries and (d) the Net Income of any Restricted Subsidiary to
the extent that the declaration of dividends or similar distributions by such
Restricted Subsidiary of that income is not at the time permitted, directly or
indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, law, rule or governmental
regulations applicable to that Restricted Subsidiary or its stockholders;
provided, however, at any such time, Consolidated Net Income does not include
the amount attributable to the one-time charge incurred by the Company in its
third quarter of fiscal 1996.
"Consolidated Net Worth" means, at any date of determination, the sum
of (i) the consolidated equity of the common stockholders of such Person and its
Restricted Subsidiaries on such date plus (ii) the respective amounts reported
on such Person's most recent balance sheet with respect to any series of
preferred stock (other than Disqualified Stock) that by its terms is not
entitled to the payment of dividends unless such dividends may be declared and
paid only out of net earnings in respect to the year of such declaration and
payment, but only to the extent of any cash received by such Person upon
issuance of such preferred stock, less (x) all write-ups (other than write-ups
resulting from foreign currency translations and write-ups of tangible assets of
a going concern business made within 12 months after the acquisition of such
business) subsequent to the date of the Indenture in the book value of any asset
owned by such Person or a Restricted Subsidiary of such Person, (y) all
Investments in Persons that are not Restricted Subsidiaries and (z) all
unamortized debt discount and expense and unamortized deferred charges, all of
the foregoing determined in accordance with GAAP.
"Consolidated Non-cash Charges" of any Person means, for any period,
the aggregate depreciation, amortization and other non-cash charges of such
Person and its Restricted Subsidiaries on a Consolidated basis for such period,
as determined in accordance with GAAP (excluding any non-cash charge which
requires an accrual or reserve for cash charges for any future period).
"Cripple Creek Land" means the real estate owned or leased by the
Company in Cripple Creek, Colorado.
"Default" means any Event of Default or an event that would constitute
an Event of Default but for the requirement that notice be given or time elapse
or both.
"Discontinued Assets" means the following assets held for sale by the
Company as of the Issue Date: (i) the Emerald Lady riverboat and the Diamond
Lady riverboat, (ii) the Lucky Seven barge and one other barge (vessel numbers
524872 and 511360), (iii) the Illinois Merchant tug boat, the Honey Bear tug
boat and the E.F. Barber tug boat and (iv) gaming equipment held for sale.
"Disqualified Stock" means, with respect to any Person, any Capital
Stock or other similar ownership or profit interest that, by its terms (or by
the terms of any security into
AII-15
which it is convertible or for which it is exchangeable), or upon the happening
of any event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is exchangeable for Indebtedness, or is redeemable
at the option of the holder thereof, in whole or in part, on or before the
Maturity Date of the Notes.
"Environmental Indemnity Agreement" means the Environmental Indemnity
Agreement, dated as of the date of the Indenture, among the Company, the
Subsidiary Guarantors and the Collateral Agent, substantially in the form
attached to the Indenture as Exhibit K.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
"Event of Loss" means, with respect to any property or asset (tangible
or intangible, real or personal) of the Company that has a Fair Market Value of
$2 million or more, any of the following (i) any loss, destruction or damage of
such property or asset; (ii) any institution of any proceedings for the
condemnation or seizure of such property or asset or for the exercise of any
right of eminent domain or navigational servitude or (iii) any actual
condemnation, seizure or taking, by exercise of the power of eminent domain or
otherwise, of such property or asset, or confiscation of such property or asset
or the requisition of the use of such property or asset.
"Fair Market Value" or "fair value" means, with respect to any asset
or property, the price which could be negotiated in an arm's-length free market
transaction, for cash, between a willing seller and a willing buyer, neither of
whom is under undue pressure or compulsion to complete the transaction. Unless
otherwise specified by the Indenture, Fair Market Value shall be determined by
the Board of Directors of the Company acting in good faith and shall be
evidenced by a Board Resolution delivered to the Trustee.
"FFC Preferred Stock" means the 23,681 shares of preferred stock, $100
par value, of Freedom Financial Corporation owned by the Company as of the Issue
Date.
"FF&E" means furniture, fixtures and equipment used in the ordinary
course of business in the operation of a Permitted Line of Business.
"FF&E Financing" means Indebtedness, the proceeds of which will be
used solely to finance or refinance the acquisition or lease by the Company or a
Restricted Subsidiary of FF&E.
"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board that are applicable from time to time.
"Gaming Authority" means any agency, authority, board, bureau,
commission, department, office or instrumentality of any nature whatsoever of
the United States federal or
AII-16
foreign government, any state, province or any city or other political
subdivision or otherwise and whether now or hereafter in existence, or any
officer or official thereof; with authority to regulate any gaming operation (or
proposed gaming operation) owned, managed, or operated by the Company or any of
its Subsidiaries.
"Goldstein Family Equity Purchase" means the sale to, and purchase by,
Bernard Goldstein, the Chairman and Chief Executive Officer of the Company, and
three members of his family, on or about March 11, 1996, of an aggregate of
1,020,940 shares of the Company's common stock at a price of $5.875 per share.
"GPRI" means Grand Palais Riverboat Inc., a Louisiana corporation.
"Grand Palais" means the Grand Palais riverboat owned on the Issue
Date by GPRI.
"Hotel Properties" means the following real and personal property: (i)
approximately 6 acres of land owned by the Company as of the Issue Date adjacent
to the Isle-Bossier City, (ii) approximately 9 acres of land owned by the U.S.
Department of Housing and Urban Development as of the Issue Date east of the
Isle-Bossier City, in the event such property is acquired by the Company, (iii)
approximately 7 acres of land leased by the Company as of the Issue Date
adjacent to the Isle-Biloxi, (iv) approximately 2.7 acres of land owned by the
Company as of the Issue Date and approximately 5.75 acres of land leased by the
Company as of the Issue Date located north of the Isle-Lake Charles and (v) the
hotel and approximately 10.5 acres of land owned by LRGH as of the Issue Date in
Bossier City, Louisiana.
"Indebtedness" of any Person means (a) any liability, contingent or
otherwise, of such Person (i) for borrowed money (whether or not the recourse of
the lender is to the whole of the assets of such Person or only to a portion
thereof), (ii) evidenced by a note, bond, debenture or similar instrument,
letters of credit, acceptances or other similar facilities (other than a trade
payable or a current liability incurred in the ordinary course of business) or
(iii) for the payment of money relating to a Capitalized Lease Obligation or
other obligation relating to the deferred purchase price of property or services
(including a purchase money obligation but not including any docking fees
payable to Louisiana Downs, Inc. or guarantees thereof), (b) any liability of
others of the kind described in the preceding clause (a) which such Person has
guaranteed or which is otherwise its legal liability, including, without
limitation, (x) to pay or purchase such liability, (y) to supply funds to or in
any other manner invest in the debtor (including an agreement to pay for
property or services irrespective of whether such property is received or such
services are rendered) and (z) to purchase, sell or lease (as lessee or lessor)
property or to purchase or sell services, primarily for the purpose of enabling
a debtor to make a payment of such Indebtedness or to assure the holder of such
Indebtedness against loss, (c) any obligation secured by a Lien to which the
property or assets of such Person are subject, whether or not the obligations
secured thereby shall have been assumed by or shall otherwise be such Person's
legal liability, (d) all obligations of such Person to purchase, redeem, retire,
defease or otherwise make any payment in respect of any Capital Stock of or
other ownership or profit interest in such Person or any of its Affiliates or
any warrants, rights or options to acquire such Capital Stock,
AII-17
valued, in the case of Disqualified Stock, at the greater of its voluntary or
involuntary liquidation preference plus accrued and unpaid dividends, (e) all
Interest Rate and Currency Protection Obligations and (f) any and all deferrals,
renewals, extensions and refundings of; or amendments, modifications or
supplements to, any liability of the kind described in any of the preceding
clauses. Notwithstanding the foregoing, Permitted Ancillary Investments shall be
deemed not to constitute Indebtedness.
"Independent", when used with respect to any Person, means such other
Person who (a) is in fact independent, (b) does not have any direct financial
interest or any material indirect financial interest in the Company or in any
Affiliate of the Company and (c) is not an officer, employee, promoter,
underwriter, trustee, partner or person performing similar functions for the
Company or a spouse, family member or other relative of any such Person.
Whenever it is provided in the Indenture that any Independent Person's opinion
or certificate shall be furnished to the Trustee, such Person shall be appointed
by the Company and reasonably acceptable to the Trustee in the exercise of
reasonable care, and such opinion or certificate shall state that the signer has
read this definition and that the signer is Independent within the meaning
thereof.
"Interest Rate and Currency Protection Obligations" means the
obligations of any Person pursuant to any interest rate swap, cap or collar
agreement, interest rate future or option contract, currency swap agreement,
currency future or option contract and other similar agreement designed to hedge
against fluctuations in interest rates or foreign exchange rates.
"Investment" in any Person means any direct or indirect loan, advance,
guarantee or other extension of credit or capital contribution to (including,
without limitation, transfers of cash or other property to others or payments
for property or services for the account or use of others, or otherwise), or
purchase or acquisition of Capital Stock, warrants, rights, options, bonds,
notes, debentures or other securities or evidences of Indebtedness issued by,
such Person or Indebtedness of any other Person secured by (or for which the
holder of such Indebtedness has an existing right, contingent or otherwise, to
be secured by) any Lien (including, without limitation, accounts and contract
rights) owned by such Person, even though such Person has not assumed or become
liable for the payment of such Indebtedness. The amount of any Investment shall
be the original cost of such Investment, plus the cost of all additions thereto,
and minus the amount of any portion of such Investment repaid to the Person
making such Investment in cash as a repayment of principal or a return of
capital, as the case may be, but without any other adjustments for increases or
decreases in value, or write-ups, write-downs or write-offs with respect to such
Investment. In determining the amount of any Investment involving a transfer of
any property other than cash, such property shall be valued at its fair value at
the time of such transfer, as determined in good faith by the Board of Directors
of the person making such transfer, whose determination will be conclusive
absent manifest error.
"Isle-Biloxi" means the Isle of Capri Casino located in Biloxi,
Mississippi.
"Isle-Biloxi Hotel" means the 367 room hotel facility owned and
operated by the Company at the Isle-Biloxi on the Issue Date.
AII-18
"Isle-Bossier City" means the Isle of Capri Casino located in Bossier
City, Louisiana.
"Isle-Lake Charles" means the Isle of Capri Casino located in Lake
Charles, Louisiana (including the Grand Palais).
"Isle-Vicksburg" means the Isle of Capri Casino located in Vicksburg,
Mississippi.
"Lien" means any mortgage, lien (statutory or other), pledge, security
interest, encumbrance, claim, hypothecation, assignment for security, deposit
arrangement or preference or other security agreement of any kind or nature
whatsoever. For purposes of the Indenture, a Person shall be deemed to own
subject to a Lien any property which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such Person.
"LRGH" means L.R.G. Hotels, a Louisiana partnership.
"LRGP" means Louisiana Riverboat Gaming Partnership, a Louisiana
partnership.
"Marketable Securities" means Cash Equivalents or any fund investing
primarily in Cash Equivalents.
"Maturity" or "Maturity Date" when used with respect to any note,
means the date on which the principal of such Note or an installment of
principal becomes due and payable as therein or herein provided, whether at the
Stated Maturity or by declaration of acceleration, notice of redemption,
required purchase or otherwise.
"Mortgages" means mortgages or deeds of trust and related assignments
of rents between the Company or any Subsidiary Guarantor, in each case if it
owns or leases any significant real estate asset (initially the Isle-Biloxi, the
Isle-Biloxi Hotel, the Isle-Vicksburg, the Isle-Bossier City, the Isle-Lake
Charles and Pompano Park) and the Collateral Agent, granting a Lien on such real
estate securing the Secured Obligations of the Company or such Subsidiary
Guarantor, as the case may be, and substantially in the form attached to the
Indenture as Exhibit H, as amended from time to time as permitted by the
Indenture.
"Net Cash Proceeds" means, with respect to any Asset Sale, Event of
Loss, issuance or sale by the Company of its Capital Stock or incurrence of
Indebtedness, as the case may be, the proceeds thereof in the form of cash or
Cash Equivalents received by the Company or any of its Restricted Subsidiaries
(whether as initial consideration, through the payment or disposition of
deferred compensation or the release of reserves), after deducting therefrom
(without duplication) (a) reasonable and customary brokerage commissions,
underwriting fees and discounts, legal fees, finders fees and other similar fees
and expenses incurred in connection with such Asset Sale or Event of Loss; (b)
provisions for all taxes payable as a result of such Asset Sale or Event of
Loss, (c) payments made to retire Indebtedness (other than payments on the
Notes) secured by the assets subject to such Asset Sale or Event of Loss to the
extent required
AII-19
pursuant to the terms of such Indebtedness and (d) appropriate amounts to be
provided by the Company or any of its Restricted Subsidiaries, as the case may
be, as a reserve, in accordance with GAAP, against any liabilities associated
with such Asset Sale or Event of Loss and retained by the Company or any of its
Restricted Subsidiaries, as the case may be, after such Asset Sale or Event of
Loss, including, without limitation, pension and other post-employment benefit
liabilities, liabilities related to environmental matters and liabilities under
any indemnification obligations associated with such Asset Sale or Event of
Loss, in each case to the extent, but only to the extent, that the amounts so
deducted are, at the time of receipt of such cash or Cash Equivalents, actually
paid to a Person that is not an Affiliate of the Company or, in the case of
reserves, are actually established and, in each case, are properly attributable
to such Asset Sale or Event of Loss.
"Net Income" means, with respect to any Person for any period, the net
income (or loss) of such Person determined in accordance with GAAP.
"Non-Material Assets" means assets or a series of related assets (i)
not necessary for or used in the conduct of the Company's gaming business and
(ii) having a fair value of not more than $1 million.
"Non-Recourse Indebtedness" means Indebtedness (a) as to which none of
the Company or any of its Restricted Subsidiaries provides any credit support or
is directly or indirectly liable for the payment of principal or interest
thereof and a default with respect to which would not entitle any party to cause
any other Indebtedness of the Company or a Restricted Subsidiary to be
accelerated or (b) incurred by the Company or a Restricted Subsidiary to
develop, construct and open Preferred Hotel Facilities or to purchase one or
more assets from the lending source, provided that the lender's only remedy
against the obligor in the event of a default with respect to such Indebtedness,
whether as a result of the failure to pay principal or interest when due or any
other reason, is limited to foreclosure on such Preferred Hotel Facilities or
repossession of such assets purchased.
"Permitted Ancillary Investment" means any agreement, undertaking or
other arrangement to rent or otherwise pay for up to, and including, 40% of the
rooms available to the public for rent at or below the rates normally charged to
the public for such rooms in any Casino Hotel and to obtain a preference for
securing accommodations at such Casino Hotel.
"Permitted Investments" means (i) Investments in Marketable
Securities, (ii) loans or advances to employees in the ordinary course of
business not to exceed $250,000 in any fiscal year of the Company or $1 million
in the aggregate, (iii) Investments in a Permitted Line of Business by the
Company or a Restricted Subsidiary made in one or more persons in an aggregate
amount not to exceed the sum of $10 million plus the net proceeds received from
the Rights Offering and (iv) Permitted Ancillary Investments.
"Permitted Liens" means:
(i) Liens on property acquired by the Company or any Restricted
Subsidiary (including an indirect acquisition of property by way of a
AII-20
merger of a Person with or into the Company or any Restricted Subsidiary or
the acquisition of a Person), provided that such Liens were in existence
prior to the contemplation of such acquisition, merger or consolidation,
and were not created in connection therewith or in anticipation thereof,
and provided that such Liens do not extend to any additional property or
assets of the Company or any Restricted Subsidiary;
(ii) statutory Liens (other than those arising under ERISA)
to secure the performance of obligations, surety or appeal bonds,
performance bonds or other obligations of a like nature incurred in the
ordinary course of business (exclusive of obligations in respect of the
payment of borrowed money), or for taxes, assessments or governmental
charges or claims, provided that in each case the obligations are not yet
delinquent or are being contested in good faith by appropriate proceedings
promptly instituted and diligently conducted and any reserve or other
adequate provision as shall be required in conformity with GAAP shall have
been made therefor;
(iii) leases or subleases granted to others not interfering in
any material respect with the business of the Company or any Restricted
Subsidiary;
(iv) any charter of a vessel, provided that (i) in the good
faith judgment of the Board of Directors of the Company such vessel is not
necessary for the conduct of the business of the Company or any of its
Restricted Subsidiaries as conducted immediately prior thereto; (ii) the
terms of the charter are commercially reasonable and represent the Fair
Market Value of the charter; and (iii) the Person chartering the assets
agrees to maintain the Vessel and evidences such agreement by delivering
such an undertaking to the Trustee;
(v) with respect to the property involved, easements,
rights-of-way, navigational servitudes, restrictions, minor defects or
irregularities in title and other similar charges or encumbrances which do
not interfere in any material respect with the ordinary conduct of business
of the Company and its Subsidiaries as now conducted or as contemplated
herein;
(vi) Liens in the ordinary course of business in connection
with workers' compensation, unemployment insurance or other types of social
security (other than those arising under ERISA);
(vii) any interest or title of a lessor in property subject to
any Capitalized Lease Obligation or an operating lease;
(viii) Liens arising from the filing of Uniform Commercial Code
financing statements with respect to leases;
(ix) Liens arising from any final judgment or order not
constituting an Event of Default;
AII-21
(x) Liens on documents or property under or in connection
with letters of credit in the ordinary course of business, if and to the
extent that the related Indebtedness is permitted under clause (f) of
"Limitation on Indebtedness"; and
(xi) Liens arising out of conditional sale, title retention,
consignment or similar arrangements for the sale of goods in the ordinary
course of business.
"Permitted Line of Business" means, with respect to any Person, any
casino gaming business of such Person or any business that is related to,
ancillary or supportive of, connected with or arising out of the gaming business
of such Person (including, without limitation, developing and operating lodging,
dining, amusement, sports or entertainment facilities, transportation services
or other related activities or enterprises and any additions or improvements
thereto).
"Person" means an individual, partnership, corporation (including a
business trust), joint stock company, limited liability company, trust,
unincorporated association, joint venture or other entity, or a government or
any political subdivision or agency thereof.
"Plans" means all drawings, plans and specifications prepared by or on
behalf of the Company or any of its Subsidiaries, as the same may be amended or
supplemented from time to time, and, if required by applicable law, submitted to
and approved by the building or other relevant department, that describe and
show a Casino and the labor and materials necessary for construction thereof.
"Pompano Park" means the real and personal property comprising the
Pompano Park harness racing track and training facilities located in Pompano
Beach, Florida.
"Preferred Hotel Facilities" means new or expanded Casino Hotels
located at or adjacent to the Isle-Biloxi, the Isle-Vicksburg, the Isle-Bossier
City, the Isle-Lake Charles or located in Cripple Creek, Colorado.
"Project Costs" means, with respect to a Casino Improvement or
construction or development of Preferred Hotel Facilities, the aggregate costs
required to complete such Casino Improvement or construction or development of
Preferred Hotel Facilities as well as the furnishing and equipping thereof in
accordance with the Plans therefor and applicable legal requirements as set
forth in a statement submitted to, and receipted for by, the Trustee, setting
forth in reasonable detail all amounts theretofore expended and any anticipated
costs and expenses estimated to be incurred and reserves to be established in
connection with the construction and development of such Casino Improvement or
construction or development of Preferred Hotel Facilities, including direct
costs related thereto such as construction management, architectural,
engineering and interior design fees, site work, utility installations and hook-
up fees, construction permits, certificates and bonds, land acquisition costs
and the cost of furniture, fixtures, furnishings, machinery and equipment, but
excluding the following: principal or interest payments on any Indebtedness
(other than interest that is required to be
AII-22
capitalized in accordance with GAAP, which shall be included in determining
Project Costs), or costs related to the operation of Preferred Hotel Facilities
including, but not limited to, non-construction supplies and pre- operating
payroll.
"Real Estate Options" means (i) all options held by the Company,
directly or indirectly, at the Issue Date and (ii) all options acquired by the
Company, directly or indirectly, after the Issue Date for an amount, in each
case, not exceeding $1.0 million, to purchase or lease land.
"Restricted Payment" means any of (a) the declaration or payment of
any dividend or any other distribution on Capital Stock of the Company or any
Subsidiary or any payment made to the direct or indirect holders (in their
capacities as such) of Capital Stock of the Company or any Subsidiary (other
than (i) dividends or distributions payable solely in Capital Stock (other than
Disqualified Stock) otherwise permitted by the Indenture and (ii) in the case of
a Subsidiary, dividends or distributions payable to the Company or to a
Restricted Subsidiary of the Company); (b) the purchase, defeasance, redemption
or other acquisition or retirement for value of any Capital Stock of the Company
or any Subsidiary (other than Capital Stock of such Subsidiary held by the
Company or any of its Restricted Subsidiaries); (c) the making of any principal
payment on, or the purchase, defeasance, repurchase, redemption or other
acquisition or retirement for value, before any scheduled maturity, scheduled
repayment or scheduled sinking fund payment, of any Indebtedness which is
subordinated in any manner in right of payment to the Notes (other than
Indebtedness acquired in anticipation of satisfying a sinking fund obligation,
principal installment or final maturity, in each case due within one year of the
date of acquisition); and (d) the making of any Investment or guarantee of any
Investment by the Company or any Subsidiary in any Person other than (x) in a
Person that would be, directly or indirectly, a Subsidiary 80% or more of the
Capital Stock of which is owned by the Company, directly or indirectly,
immediately after giving effect to such Investment, or (y) under a plan of
reorganization or similar proceeding under applicable bankruptcy law or in
connection with a workout involving creditors of such Person in exchange for
Indebtedness owing by such Person that did not violate the limitations set forth
under "Limitations on Restricted Payments."
"Restricted Subsidiary" means (a) any Subsidiary 80% or more of the
Capital Stock of which is owned by the Company, directly or indirectly, that
exists on the Issue Date and (b) any other Subsidiary, 80% or more of the
Capital Stock of which is owned by the Company, directly or indirectly, that the
Company has not designated as an Unrestricted Subsidiary or has redesignated a
Restricted Subsidiary.
"Rights Offering" means the issuance by the Company to certain of its
stockholders of rights to purchase, at the same price as sold pursuant to the
Goldstein Family Equity Purchase, up to 4,296,085 shares of the Company's common
stock.
"SCGC" means St. Charles Gaming Company, Inc., a Louisiana
corporation.
"Secured Obligations" has the meaning specified in the Collateral
Documents.
AII-23
"Ship Mortgages" means the preferred ship (or fleet) mortgages between
the Company or any Subsidiary Guarantor, in each case if it owns or leases any
Vessel (initially, the Isle-Biloxi, Isle-Vicksburg, Isle-Bossier City and the
Isle-Lake Charles (including the Grand Palais)) and the Collateral Agent,
creating a Lien on such Vessel, securing the Secured Obligations of the Company
or such Subsidiary Guarantor, as the case may be, and substantially in the form
attached to the Indenture as Exhibit I, as amended from time to time as
permitted by the Indenture.
"Significant Restricted Subsidiary" means any Restricted Subsidiary
(i) the assets of which (after intercompany eliminations) exceed 5% of the
assets of the Company and its consolidated Subsidiaries or (ii) the income from
continuing operations of which (before income taxes, extraordinary items and
intercompany management or similar fees payable by such Restricted Subsidiary)
exceeds 5% of such income of the Company and its consolidated Subsidiaries or
(iii) that holds a gaming license to conduct lawful gaming operations at any
Casino in any jurisdiction.
"Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the principal of such
security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof).
"Subsidiary" of any Person means any corporation, partnership, joint
venture, trust or estate of which (or in which) more than 50% of (a) the issued
and outstanding Capital Stock having ordinary voting power to elect a majority
of the Board of Directors of such corporation (irrespective of whether at the
time Capital Stock of any other class or classes of such corporation shall or
might have voting power upon the occurrence of any contingency), (b) the
interest in the capital or profits of such partnership or joint venture or (c)
the beneficial interest in such trust or estate is at the time directly or
indirectly owned or controlled by such Person.
"Subsidiary Guarantees" means the guarantees of the Subsidiary
Guarantors with respect to the Company's obligations under the Notes and the
Indenture, in the forms attached as Exhibits B-1 and B-2 to the Indenture.
"Subsidiary Guarantors" means each existing and future Significant
Restricted Subsidiary of the Company.
"Subsidiary Pledge Agreement" means the Subsidiary Pledge Agreement,
dated as of the Issue Date, among the Subsidiary Guarantors and the Collateral
Agent, securing the Secured Obligations of the Subsidiary Guarantors and
substantially in the form attached to the Indenture as Exhibit E, as amended
from time to time as permitted by the Indenture.
"Subsidiary Security Agreement" means the Subsidiary Security
Agreement, dated as of the Issue Date, among the Subsidiary Guarantors and the
Collateral Agent, securing the Secured Obligations of the Subsidiary Guarantors
and substantially in the form attached to the Indenture as Exhibit G, as amended
from time to time as permitted by the Indenture.
AII-24
"Unrestricted Subsidiary" means any Subsidiary of the Company that (i)
is not a Wholly Owned Subsidiary, (ii) the Company has designated, pursuant to
provisions described under "Restricted and Unrestricted Subsidiaries," as an
Unrestricted Subsidiary and that has not been redesignated as a Restricted
Subsidiary pursuant to such paragraph, and (iii) is a Subsidiary of an
Unrestricted Subsidiary.
"Vessel" means any riverboat or barge, whether now owned or hereafter
acquired by the Company or any Restricted Subsidiary, useful for gaming,
administrative, entertainment or any other purpose whatsoever.
"Voting Stock" of any Person means Capital Stock of such Person which
ordinarily has voting power for the election of directors (or persons performing
similar functions) of such Person, whether at all times or only as long as no
senior class of securities has such voting power by reason of any contingency.
AII-25
The Depositary for the Offer and the Consent Solicitation is:
Fleet National Bank
By Mail: By Hand: By Overnight Courier:
__________________________ __________________________ _______________________
__________________________ __________________________ _______________________
__________________________ __________________________ _______________________
__________________________ __________________________ _______________________
Any questions or requests for assistance or additional copies of this
Statement, the Consent and Letter of Transmittal, the Notice of Guaranteed
Delivery or other Offer Documents may be directed to the Information Agent at
the address and telephone numbers set forth below. Beneficial owners may also
contact the Dealer Managers at the telephone numbers set forth below or their
Custodian for assistance concerning the Offer and the Consent Solicitation.
The Information Agent for the Offer and the Consent Solicitation is:
D.F. King & Co., Inc.
_______________________
_______________________
_______________________
Banks and Brokers, please call:
_______________________
The Dealer Managers for the Offer and the Solicitation Agents for the Consent
Solicitation are:
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Merrill Lynch & Co. Wasserstein Perella Securities, Inc.
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World Financial Center-North Tower 31 West 52nd Street
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New York, New York 10281 New York, New York 10019-6163
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[(___) _________ (toll-free)] [(___) _________ (toll-free)]
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(888) 654-8637 (212) 969-2765
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