Exhibit 4.3B
SUPPLEMENTAL INDENTURE
This Supplemental Indenture, dated as of March 25, 2004 (this
"Supplemental Indenture"), is made by and among The Old Evangeline Downs,
L.L.C., a Louisiana limited liability company (the "Company"), The Old
Evangeline Downs Capital Corp., a Delaware corporation and a subsidiary of the
Company ("OED Corp." and together with the Company, the "Issuers"), and U.S.
Bank National Association, as trustee under the Indenture referred to herein
(the "Trustee").
W I T N E S S E T H:
WHEREAS, the Issuers have heretofore executed and delivered to the
Trustee an indenture, dated as of February 25, 2003 (the "Indenture"), providing
for the issuance of an aggregate principal amount of $123.2 million of 13%
Senior Secured Notes due 2010 with Contingent Interest (the "Notes");
WHEREAS, the Issuers desire to amend certain provisions of the
Indenture as set forth herein, and they have received the consent of the Holders
of a majority in principal amount of the Notes currently outstanding to such
amendments;
WHEREAS, Section 9.2 of the Indenture permits the Indenture to be
amended by a supplemental indenture with the consent of the Holders of at least
a majority in principal amount of the Notes outstanding, subject to certain
enumerated exceptions;
WHEREAS, the parties hereto are entering into this Supplemental
Indenture to amend or, as the case may be, delete certain provisions contained
in Articles 4, 5, 6 and 10 of the Indenture (the "Amendments");
WHEREAS, in addition, the Amendments will (i) delete all "Events of
Default" other than the failure to pay principal, premium or interest on the
Notes, (ii) delete those definitions from the Indenture that are used only in
provisions that are eliminated as a result of the Amendments and (iii) revise
cross-references to provisions in the Indenture that have been deleted as a
result of the Amendments;
WHEREAS, pursuant to Section 9.2 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture; and
WHEREAS, all conditions set forth in the Indenture for the execution
and delivery of this Supplemental Indenture have been complied with.
NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Issuers and the Trustee mutually covenant and agree for the benefit of the
Holders of the Notes as follows:
SECTION 1. Capitalized Terms. Capitalized terms used herein without
definition shall have the respective meanings ascribed to them in the
Indenture.
SECTION 2. Removal of Certain Provisions and Defined Terms. The texts of
Article V, Sections 4.3 - 4.23, 4.25, 4.26, and 10.1 - 10.7, and subsections
6.1(c)-(l) of the Indenture are
hereby deleted in their entireties together with any references thereto in the
Indenture and are replaced in each case with the phrase "Intentionally Omitted."
The definitions of any and all terms that are defined in Section 1.1 of the
Indenture but used only in one or more of the Articles or Section referenced in
the immediately preceding sentence of this paragraph are deleted in their
entireties.
SECTION 3. Operation of Amendments. Upon the execution and delivery of
this Supplemental Indenture by the parties hereto, this Supplemental Indenture
will become operative but the Amendments will not become effective until a
majority in outstanding principal amount of the Notes are validly tendered and
accepted pursuant to and in accordance with the terms and conditions of the
tender offer and consent solicitation as set forth in the Offer to Purchase and
Consent Solicitation Statement dated March 9, 2004 (the "Statement").
SECTION 4. Miscellaneous.
Section 4.1 Incorporation of the Indenture. All the provisions
of this Supplemental Indenture shall be deemed to be incorporated in, and made a
part of, the Indenture; and the Indenture, as supplemented and amended by this
Supplemental Indenture, shall be read, taken and construed as one and the same
instrument.
Section 4.2 Application of Supplemental Indenture. The
provisions and benefits of this Supplemental Indenture shall be effective with
respect to the Notes.
Section 4.3 Counterparts. The Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
Section 4.4 Successors and Assigns. All agreements in this
Supplemental Indenture by each of the Issuers shall bind its successors and
assigns, whether so expressed or not.
Section 4.5 Severability Clause. In case any provision in this
Supplemental Indenture shall be declared invalid, illegal or unenforceable by a
court of competent jurisdiction, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
Section 4.6 Benefits of Supplemental Indenture. Nothing in
this Supplemental Indenture, express or implied, shall give to any person, other
than the parties hereto and their successors hereunder and the Holders, any
benefit or any legal or equitable right, remedy or claim under this Supplemental
Indenture.
Section 4.7 Regarding the Trustee. The Trustee shall not be
responsible for the correctness of the recitals herein, and makes no
representation as to the validity or the sufficiency of this Supplemental
Indenture. The Trustee shall, in connection with this Supplemental Indenture, be
entitled to all of the benefits of all of the rights, privileges, immunities and
indemnities of the Trustee provided for in the Indenture.
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SECTION 5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW
YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE,
INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(B).
SECTION 6. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day first written above.
THE OLD EVANGELINE DOWNS, L.L.C.
By:/s/NATALIE A. SCHRAMM
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Name: Natalie A. Schramm
Title: Chief Financial Officer
THE OLD EVANGELINE DOWNS CAPITAL CORP.
By:/s/NATALIE A. SCHRAMM
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Name: Natalie A. Schramm
Title: Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
By:/s/BENJAMIN J. KRUEGER
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Name: Benjamin J. Krueger
Title: Trust Officer