EXHIBIT 4.03
13 1/2% SERIES B FIRST MORTGAGE NOTES DUE 2003
No.
SHOWBOAT MARINA CASINO PARTNERSHIP
SHOWBOAT MARINA FINANCE CORPORATION
Jointly and severally promise to pay to ________________, or
registered assigns, the principal sum of ____________________
Dollars on March 15, 2003.
Interest Payment Dates: March 15 and September 15
Record Dates: March 1 and September 1
Dated:
SHOWBOAT MARINA CASINO PARTNERSHIP,
an Indiana general partnership
By: SHOWBOAT MARINA PARTNERSHIP,
an Indiana general partnership, its general
partner
By: SHOWBOAT INDIANA INVESTMENT LIMITED
PARTNERSHIP,
a Nevada limited partnership, its general
partner
By: SHOWBOAT INDIANA, INC.,
a Nevada corporation, its general partner
By:
Name:
Title:
By:
Name:
Title:
SHOWBOAT MARINA FINANCE CORPORATION,
a Nevada corporation
By:
Name:
Title:
By:
Name:
Title:
This is one of the Global
First Mortgage Notes referred to in the
within-mentioned Indenture:
American Bank National Association,
a national banking association,
as Trustee
By:
Name:
Title:
13 1/2% Series B First Mortgage Note due 2003
Unless and until it is exchanged in whole or in part for
First Mortgage Notes in definitive form, this First Mortgage Note
may not be transferred except as a whole by the Depository to a
nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the
Depository or any such nominee to a successor Depository or a
nominee of such successor Depository. Unless this certificate is
presented by an authorized representative of The Depository Trust
Company (55 Water Street, New York, New York) ("DTC"), to the
issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of
Cede & Co. or such other name as may be requested by an
authorized representative of DTC (and any payment is made to Cede
& Co. or such other entity as may be requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the registered owner hereof, Cede & Co., has an interest
herein.(1)
Capitalized terms used herein shall have the meanings
assigned to them in the Indenture referred to below unless
otherwise indicated.
________________
(1) This Paragraph should be included only if the First Mortgage
Note is issued in global form.
1. INTEREST. Showboat Marina Casino Partnership, an
Indiana general partnership ("SHOWBOAT PARTNERSHIP"), and
Showboat Marina Finance Corporation, a Nevada corporation
("FINANCE CORPORATION" and, together with Showboat Partnership,
the "COMPANY") (or any successor thereto as provided in the
Indenture), jointly and severally promise to pay interest at the
rate of 13 1/2% per annum of the principal amount of this First
Mortgage Note (the "INTEREST") and shall pay the Liquidated
Damages payable pursuant to Section 5 of the Registration Rights
Agreement referred to below from the Issuance Date to the date of
payment of such principal amount of this First Mortgage Note.
Installments of Interest and Liquidated Damages shall become due
and payable semi-annually in arrears on each March 15 and
September 15 (each, an "INTEREST PAYMENT DATE") to the holder of
record at the close of business on the immediately preceding
March 1 or September 1. Additionally, installments of accrued
and unpaid Interest and Liquidated Damages shall become due and
payable with respect to any principal amount of this First
Mortgage Note that matures (whether at stated maturity, upon
acceleration, upon maturity of repurchase obligation or
otherwise) upon such maturity of such principal amount of this
First Mortgage Note. Interest and Liquidated Damages on this
First Mortgage Note shall be computed on the basis of a 360-day
year, consisting of twelve 30-day months. Each installment of
Interest shall be calculated to accrue from and including the
most recent date to which Interest has been paid or provided for
(or from and including the Issuance Date if no installment of
Interest has been paid) to, but not including, the date of
payment.
2. METHOD OF PAYMENT. The Company shall pay interest
(except defaulted interest) and Liquidated Damages, if any, to
the Persons who are registered Holders of First Mortgage Notes at
the close of business on March 1 or September 1 next preceding
the Interest Payment Date, even if such First Mortgage Notes are
cancelled after such record date and on or before such Interest
Payment Date (the "RECORD DATE"), except as provided in Section
2.12 of the Indenture with respect to defaulted interest. The
Holder hereof must surrender this First Mortgage Note to a Paying
Agent to collect principal payments. The First Mortgage Notes
shall be payable both as to principal, interest and premium and
Liquidated Damages, if any, at the office or agency of the
Company maintained for such purpose within the City and State of
New York, or, at the option of the Company, payment of interest,
if any, may be made by check mailed to the Holders of First
Mortgage Notes at their respective addresses set forth in the
register of Holders of First Mortgage Notes; PROVIDED that all
payments with respect to Global Notes and $5.0 million or more in
principal amount of First Mortgage Notes the Holders of which
have given wire transfer instructions to the Company shall be
required to be made by wire transfer of immediately available
funds to the accounts specified by the Holders thereof. Such
payment shall be in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of
public and private debts.
3. PAYING AGENT AND REGISTRAR. Initially, American
Bank National Association (including any successor appointed
under the Indenture, the "TRUSTEE"), the Trustee under the
Indenture, shall act as Paying Agent and Registrar. The Company
may change any Paying Agent or Registrar without notice to any
Holder. The Company or any of its Subsidiaries may act in any
such capacity.
4. INDENTURE AND COLLATERAL DOCUMENTS. The Company
issued the First Mortgage Notes under an Indenture dated as of
March 28, 1996 (as it may be amended, modified or supplemented
from time to time, the "INDENTURE") among the Company and the
Trustee. The terms of the First Mortgage Notes include those
stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code Sections 77aaa-77bbbb), as in effect on the Issuance Date.
The First Mortgage Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a
statement of such terms. The First Mortgage Notes are
obligations of the Company that may be issued from time to time
in one or more series. The First Mortgage Notes of this series
are limited in principal amount to $140,000,000, plus amounts, if
any, issued to pay Liquidated Damages on outstanding First
Mortgage Notes as set forth in Paragraph 2 hereof. The First
Mortgage Notes are secured by a pledge of the Capital Stock of
each Subsidiary now or hereafter owned by the Company, including
by a pledge of the Capital Stock of Finance Corporation, and of
any intercompany notes held by the Company pursuant to the Pledge
Agreement referred to in the Indenture, unless such pledge would
in any way jeopardize obtaining or maintaining a Gaming License
or would require the Trustee or a Holder or beneficial owner of
First Mortgage Notes to be licensed, qualified or found suitable
by any applicable Gaming Authority. The terms of the Indenture
shall govern any inconsistencies between the Indenture and the
First Mortgage Notes or the Note Guarantee. The First Mortgage
Notes are secured by certain collateral pursuant to the
Collateral Documents referred to in the Indenture that may be
released pursuant to the terms thereof.
5. OPTIONAL REDEMPTION. Except as set forth in
Section 3.07 of the Indenture, the First Mortgage Notes shall not
be redeemable at the Company's option prior to March 15, 2000
(except as otherwise required by a Gaming Authority). From and
after March 15, 2000 (except as otherwise required by a Gaming
Authority), the First Mortgage Notes shall be subject to
redemption at the option of the Company, in whole or in part,
upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount)
set forth below, plus accrued and unpaid interest and Liquidated
Damages thereon, if any, to the applicable redemption date, if
redeemed during the twelve-month period beginning on March 15 of
the years indicated below.
Percentage of
YEAR Principal
AMOUNT
2000 106.750%
2001 103.375%
2002 and thereafter 100.000%
Notwithstanding the foregoing or any other provisions of
Article 3 of the Indenture, if any Gaming Authority requires that
a Holder or beneficial owner of the First Mortgage Notes must be
licensed, qualified or found suitable under any applicable gaming
laws in order to maintain any or obtain any applied for Gaming
License or franchise of the Company or any Restricted Subsidiary
under any applicable gaming laws, and such Holder or beneficial
owner fails to apply for a license, qualification or finding of
suitability within 30 days after being requested to do so by such
Gaming Authority (or such lesser period that may be required by
such Gaming Authority) or if such Holder or beneficial owner is
not so licensed, qualified or found suitable or the Company
determines, upon the written advice of counsel or any Gaming
Authority, that the ownership of the First Mortgage Notes would
jeopardize or prevent the issuance, reinstatement or renewal of
any Gaming License held by the Company, the Company shall have
the right, at its option, (i) to require such Holder or
beneficial owner to dispose of such Holder's or beneficial
owner's First Mortgage Notes within 30 days of notice of such
finding by the applicable Gaming Authority that such Holder or
beneficial owner will not be licensed, qualified or found
suitable as directed by such Gaming Authority or within 30 days
of the Company's determination, described herein, based upon
written advice of counsel or any Gaming Authority (or such
earlier date as may be required by the applicable Gaming
Authority) or (ii) to call for redemption of the First Mortgage
Notes of such Holder or beneficial owner at a redemption price
equal to the lesser of the principal amount thereof or the price
at which such Holder or beneficial owner acquired the First
Mortgage Notes, together with, in either case, accrued and unpaid
interest and Liquidated Damages thereon, if any, to the earlier
of the date of redemption or the date of the finding of
unsuitability by such Gaming Authority, which may be less than 30
days following the notice of redemption if so ordered by such
Gaming Authority. In connection with any such redemption, and
except as may be required by a Gaming Authority, the Company
shall comply with the procedures contained in the Indenture for
redemption of the First Mortgage Notes. The Company shall not be
required to pay or reimburse any Holder or beneficial owner of
First Mortgage Notes who is required to apply for such license,
qualification or finding of suitability for the costs of such
licensure or investigation for such qualification or finding of
suitability. Such expenses shall, therefore, be the obligation
of such Holder or beneficial owner.
Any redemption pursuant to Section 3.07 of the Indenture
shall be made pursuant to the provisions of Sections 3.01 through
3.06 of the Indenture.
6. MANDATORY REDEMPTION. Except as set forth in paragraph
five above, the Company shall not be required to make mandatory
redemption or sinking fund payments prior to maturity with
respect to the First Mortgage Notes.
7. REPURCHASE AT OPTION OF HOLDER. Under certain
circumstances, as provided in the Indenture, the Company may be
required to purchase all or a portion of the First Mortgage
Notes. Holders of First Mortgage Notes that are subject to an
offer to purchase shall receive an offer to purchase from the
Company prior to any related purchase date, and may elect to have
such First Mortgage Notes purchased by completing the form titled
"Option of Holders to Elect Purchase" appearing below.
8. NOTICE OF REDEMPTION. Notice of redemption shall be
mailed at least 30 days but not more than 60 days before the
redemption date to each Holder whose First Mortgage Notes are to
be redeemed at its registered address. First Mortgage Notes in
denominations larger than $1,000 may be redeemed in part but only
in whole multiples of $1,000, unless all of the First Mortgage
Notes held by a Holder are to be redeemed. On and after the
redemption date interest ceases to accrue on First Mortgage Notes
or portions thereof called for redemption.
9. DENOMINATIONS, TRANSFER, EXCHANGE. The First Mortgage
Notes are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000. A Holder may register,
transfer or exchange First Mortgage Notes in accordance with the
terms of the Indenture. The Registrar and the Trustee may
require a Holder of First Mortgage Notes, among other things, to
furnish appropriate endorsements and transfer documents and the
Company may require a Holder of First Mortgage Notes to pay any
taxes and fees required by law or permitted by the Indenture.
The Company is not required to transfer or exchange any First
Mortgage Note selected for redemption. Also, the Company is not
required to transfer or exchange any First Mortgage Note for a
period of 15 days before a selection of First Mortgage Notes to
be redeemed.
10. PERSONS DEEMED OWNERS. Prior to due presentment to the
Trustee for registration of the transfer of this First Mortgage
Note, the Trustee, any Agent, the Company and the Guarantors may
deem and treat the Person in whose name this First Mortgage Note
is registered as its absolute owner for the purpose of receiving
payment of principal of, premium, if any, and interest and
Liquidated Damages, if any, on this First Mortgage Note and for
all other purposes whatsoever, whether or not this First Mortgage
Note is overdue, and neither the Trustee, any Agent, the Company
nor any Guarantor shall be affected by notice to the contrary.
The registered Holder of a First Mortgage Note shall be treated
as its owner for all purposes.
11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture, the First Mortgage Notes, the Note
Guarantees and the Collateral Documents may be amended or
supplemented with the consent of the Holders of at least a
majority in principal amount of the First Mortgage Notes then
outstanding (including consents obtained in connection with a
tender
offer or exchange offer for First Mortgage Notes), and any
existing default or compliance with any provision of the
Indenture, the First Mortgage Notes, the Note Guarantees and the
Collateral Documents may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding
First Mortgage Notes (including consents obtained in connection
with a tender offer or exchange offer for First Mortgage Notes).
Without the consent of any Holder of First Mortgage Notes, the
Company and the Trustee together may amend or supplement the
Indenture, the First Mortgage Notes, the Note Guarantees and the
Collateral Documents to cure any ambiguity, defect or
inconsistency, to comply with Section 5.01 of the Indenture, to
provide for uncertificated First Mortgage Notes in addition to or
in place of certificated First Mortgage Notes, to provide for the
assumption of the Company's obligations to Holders of the First
Mortgage Notes in the case of a merger or consolidation, to make
any change that would provide any additional rights or benefits
to the Holders of the First Mortgage Notes (including providing
for additional Note Guarantees pursuant to the Indenture), or
that does not adversely affect the legal rights under the
Indenture of any such Holder, to comply with requirements of the
Commission in order to effect or maintain the qualification of
the Indenture under the Trust Indenture Act or to enter into
additional or supplemental Collateral Documents.
12. DEFAULTS AND REMEDIES. Events of Default include (as
more fully described, and subject to, the terms and conditions of
the Indenture as it may be amended, modified or supplemented from
time to time): (i) default in payment when due and payable, upon
redemption or otherwise, of principal of or premium, if any, on
the First Mortgage Notes or under any Note Guarantee; (ii)
default for 30 days or more in the payment when due of interest
or Liquidated Damages, if any, on the First Mortgage Notes or
under any Note Guarantee; (iii) East Chicago Showboat is not
Operating by October 1, 1997 and continues to be not Operating;
(iv) failure by the Company or any Guarantor to comply with
Section 4.07, 4.09, 4.10, 4.11, 4.16, 4.24, 4.25 or 4.28 hereof;
(v) failure by the Company or any Guarantor for 30 days after
receipt of written notice until December 31, 1997, and thereafter
for 60 days after receipt of written notice, to comply with any
of its other agreements in the Indenture, the Collateral
Documents or the First Mortgage Notes; (vi) default under any
mortgage, indenture or instrument under which there is issued or
by which there is secured or evidenced any Indebtedness for money
borrowed by the Company or any of its Restricted Subsidiaries or
the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries, whether such Indebtedness or Guarantee
now exists or is created after the Issuance Date, which default
(a) is caused by a failure to pay when due principal of or
premium, if any, or interest on such Indebtedness prior to the
expiration of the grace period provided in such Indebtedness (a
"PAYMENT DEFAULT") or (b) results in the acceleration of
such Indebtedness prior to its express maturity or would
constitute a default in the payment of such issue of Indebtedness
at final maturity of such issue and, in each case, the principal
amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness under which a Payment
Default then exists or with respect to which the maturity
thereof has been so accelerated or which has not been paid at
maturity, aggregates $5.0 million or more; (vii) failure by the
Company or any of its Restricted Subsidiaries to pay final
judgments aggregating in excess of $5.0 million, which final
judgments remain unpaid, undischarged and unstayed for a period
of more than 60 days; (viii) breach by the Company, any Guarantor
or any of their Subsidiaries of any representation or warranty
set forth in any Note Guarantee or any of the Collateral
Documents, or default by the Company or any Guarantor in the
performance of any covenant set forth in any Note Guarantee or
any of the Collateral Documents or the repudiation by either of
the Company, any Guarantor or any of their
Subsidiaries of their obligations under, or any judgment or decree
by a court or governmental agency of competent jurisdiction
declaring the unenforceability of, any Note Guarantee or any of
the Collateral Documents for any reason that would materially
impair the benefits to the Trustee or the Holders of the First
Mortgage Notes thereunder; (ix) certain events of bankruptcy or
insolvency with respect to the Company or any Guarantor that
is a Significant Subsidiary of the Company or any group of
Guarantors that together would constitute a Significant Subsidiary
of the Company; (x) revocation, termination, suspension or other
cessation of effectiveness of any Gaming License which results in
the cessation or suspension of gaming operations for a period of
more than 90 days at East Chicago Showboat and such cessation or
suspension of gaming operations is continuing; or (xi) any
failure by Showboat to comply with the terms of the Completion
Guarantee, the Standby Equity Commitment or the Escrow and
Disbursement Agreement for 30 days after the receipt of written
notice. If any Event of Default (other than by reason of
bankruptcy or insolvency) occurs and is continuing, the Trustee
or the Holders of at least 25% in principal amount of the then
outstanding First Mortgage Notes may declare the principal,
premium, if any, interest and any other monetary obligations on
all of the First Mortgage Notes to be due and payable
immediately. Notwithstanding the foregoing, in the case of an
Event of Default arising from certain events of bankruptcy or
insolvency with respect to the Company or any Guarantor, all
outstanding First Mortgage Notes shall become due and payable
without further action or notice. Holders of the First Mortgage
Notes may not enforce the Indenture or the First Mortgage Notes
except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the
then outstanding First Mortgage Notes may direct the Trustee in
its exercise of any trust or power, including the exercise of any
remedy under the Collateral Documents. The Trustee may withhold
from Holders of the First Mortgage Notes notice of any continuing
Default or Event of Default (except a Default or Event of Default
relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. In
addition, the Trustee shall have no obligation to accelerate the
First Mortgage Notes if in the best judgment of the Trustee
acceleration is not in the best interest of the Holders of the
First Mortgage Notes. The Holders of a majority in aggregate
principal amount of the First Mortgage Notes then outstanding by
notice to the Trustee may on behalf of the Holders of all of the
First Mortgage Notes waive any existing Default or Event of
Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of interest
on, premium, if any, or the principal of, any First Mortgage Note
held by a non-consenting Holder. The Company is required to
deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required, within five
Business Days upon becoming aware of any Default or Event of
Default, to deliver to the Trustee a statement specifying such
Default or Event of Default.
13. GUARANTEE. Payment of principal of, premium, if any,
and interest on overdue principal and overdue interest on the
First Mortgage Notes and all other obligations of the Company to
the Holders shall be unconditionally guaranteed by the Guarantors
pursuant to, and subject to the terms of, Article 11 of the
Indenture.
14. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its
individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not the Trustee.
15. NO RECOURSE AGAINST OTHERS. No director, officer,
employee, incorporator, stockholder or partner of the Company or
the Guarantors, as such, shall have any liability for any
obligations of the Company or the Guarantors under the First
Mortgage Notes, any Note Guarantee, the Indenture, the Collateral
Documents, as applicable, or for any claim based on, in respect
of, or by reason of such obligations or their creation. Each
holder of the First Mortgage Notes by accepting a First Mortgage
Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the First
Mortgage Notes and the Note Guarantees.
16. AUTHENTICATION. This First Mortgage Note shall not be
valid until authenticated by the manual signature of the Trustee
or an authenticating agent.
17. ABBREVIATIONS. Customary abbreviations may be used in
the name of a Holder or an assignee, such as: TEN COM (= tenants
in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to
Minors Act).
18. ADDITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTED
SECURITIES. In addition to the rights provided to Holders of
First Mortgage Notes under the Indenture, Holders of Transferred
Restricted Securities shall have all of the rights set forth in
the A/B Exchange Registration Rights Agreement dated as of March
28, 1996, between the Company and the parties named on the
signature pages thereof (the "Registration Rights Agreement").
19. CUSIP NUMBERS. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP numbers to be printed on
the First Mortgage Notes and the Trustee may use CUSIP numbers in
notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either
as printed on the First Mortgage Notes or as contained in any
notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.
20. ADDITIONAL INFORMATION. Any Holder of the First
Mortgage Notes or prospective investor may obtain a copy of the
Indenture, the Registration Rights Agreement and the other
Collateral Documents without charge by writing to the Company at
the following address:
Showboat Marina Casino Partnership
Showboat Marina Finance Corporation
2001 East Columbus Drive
East Chicago, Indiana 46312
Attention: Vice President - Finance and Chief Financial Officer
ASSIGNMENT FORM
To assign this First Mortgage Note, fill in the form below:
(I) or (we) assign and transfer this First Mortgage Note to:
_________________________________________________________________
(Insert assignee's soc. sec. or tax I.D. no.)
_________________________________________________________________
______________________________________________
______________________________________________
______________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint _________________________________________
to transfer this First Mortgage Note on the books of the Company.
The agent may substitute another to act for him.
Date: __________________
Your Signature:_________________________
(Sign exactly as your
name appears on the face
of this First Mortgage
Note)
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this First Mortgage Note
purchased by the Company pursuant to Section 4.10, 4.11, 4.16,
4.24 or 4.28 of the Indenture, check the box below:
[ ] Section 4.10
[ ] Section 4.11
[ ] Section 4.16
[ ] Section 4.24
[ ] Section 4.28
Date: __________
Signature:_____________________________________________
(Sign exactly as your name appears on the
First Mortgage Note)
Tax Identification No.: ____________
Signature Guarantee.
SCHEDULE OF EXCHANGES OF DEFINITIVE NOTE <F1>
The following exchanges of a part of this Global Note
for Definitive Notes have been made:
Principal
Amount if Amount of
Increase in this Global Signature of
Amount of Principal Note authorized
decrease in Amount of following officer of
Principal Amount this Global such decrease Trustee or
Date of Exchange of this Global Note (or increase) Note Custodian
Note
_________________
<FN>
<F1> This schedule should only be included if the First Mortgage
Note is issued in global form.
</FN>