Exhibit 4.5 C
SECOND SUPPLEMENTAL INDENTURE
This SECOND SUPPLEMENTAL INDENTURE, dated as of April 30, 20O1, (the
"Second Supplement Indenture"), is by and among Isle of Capri Casinos, Inc., a
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Delaware Corporation (the "Company"); Riverboat Corporation of Mississippi, a
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Mississippi corporation; Riverboat Corporation of Mississippi-Vicksburg, a
Mississippi corporations; Riverboat Services, Inc., an Iowa corporation; CSNO,
L.L.C., a Louisiana limited liability company; Louisiana Riverboat Gaming
Partnership, a Louisiana partnership; St. Charles Gaming Company, Inc., a
Louisiana corporation; Grand Palais Riverboat, Inc., a Louisiana corporation;
LRGP Holdings, L.L.C., a Louisiana limited liability company; PPL, Inc., a
Florida corporation; Isle of Capri Casino Colorado, Inc., a Colorado
corporation; Isle of Capri Casino-Tunica, Inc., a Mississippi corporation;
IOC-Coahoma, Inc., a Mississippi corporation; IOC Holdings, L.L.C., a Louisiana
limited liability company (collectively, the "Subsidiary Guarantors"), any other
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person that may from time to time become a party to the Indenture (as defined
below) pursuant to its terms and State Street Bank and Trust Company, as trustee
(the "Trustee").
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RECITALS
A. The Company, the Subsidiary Guarantors (or their predecessors and
LRG Hotels, L.L.C.) and the Trustee arc parties to that certain Indenture, dated
as of April 23, 1999, as amended by that certain First Supplemental Indenture
dated as of September 16, 1999 (as amended, the "Indenture"), governing the
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Company's 8 3/4% Senior Subordinated Notes due 2009, Series A, which have been
issued under the Indenture (the "Transfer Restricted Notes"), and the Company's
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8 3/4% Senior Subordinated Notes due 2009, Series B, to be issued in exchange
for the Transfer Restricted Notes (the "Exchange Notes" and together with the
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Transfer Restricted Notes, the "Notes").
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B. Section 901 of the Indenture expressly provides, among other
things, that without the consent of any Holder, the Company and the Subsidiary
Guarantors, when authorized by a Board Resolution, and the Trustee, may enter
into a supplemental indenture to evidence the succession of another Person to a
Subsidiary Guarantor and the assumption by any such successor of the covenants
of such Subsidiary Guarantor contained in the Indenture and in the Subsidiary
Guarantees.
C. Section 801(b) of the Indenture expressly provides, among other
things, that a Restricted Subsidiary may merge into another Restricted
Subsidiary if the conditions set forth therein are met.
D. The Company and the Subsidiary Guarantors desire to supplement the
Indenture to reflect the mergers effective April 29, 2001, of the following
Restricted Subsidiaries into the following Restricted Subsidiaries; CSNO, Inc.,
into CSNO, L.L.C.; LRGP Holdings, Inc., into LRGP Holdings, L.L,C.; and LRG
Hotels, L.L.C., into IOC Holdings, L.L.C.
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NOW, THEREFORE, it is mutually covenanted and agreed, for the equal
and proportionate benefit of all Holders of the Notes issue under the Indenture
from and after the date of this Second Supplemental Indenture, as follows:
1. Definition. Capitalized terms used in this Second Supplemental
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Indenture (including capitalized terms used in the Recitals to this Second
Supplemental Indenture) that are not otherwise defined shall have the meanings
ascribed to such terms in the Indenture.
2. New subsidiary Guarantors. In accordance with Section 801(b),
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Section 101B(f) and Section 1209 of the Indenture, CSNO, L.L.C., LRGP Holdings,
L.L.C., and IOC Holdings, L.L.C., each shall be a Restricted Subsidiary and a
Subsidiary Guarantor and each has executed an Addendum to Subsidiary Guarantee.
Each of CSNO, L.L.C., LRGP Holdings, L.L.C., and IOC Holdings, L.L.C. hereby
assumes all of the obligations under the Notes, the Subsidiary Guarantees and
the Indenture of the former Restricted Subsidiary which has been merged into
such surviving Restricted Subsidiary as recited above.
3. Effect on Indenture. Except as expressly modified by this Second
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Supplemental Indenture, all of the terms and provisions of the Indenture shall
remain in full force and effect.
4. Recitals; Reliance. The Recitals to this Second Supplemental
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Indenture shall be deemed to be representations of the Company and the Trustee
accepts no responsibility for such Recitals. In accordance with Section 903 of
the Indenture, the Trustee has entered into this Second Supplemental Indenture
in reliance as an Opinion of Counsel stating that the execution of this Second
Supplemental Indenture is authorized or permitted by the Indenture and that the
Indenture as amended by this Second Supplemental Indenture, constitutes the
legal, valid and binding obligation of the Company and the Subsidiary
Guarantors, enforceable against each of them in accordance with its terms.
5. Counterparts. This Second Supplemental Indenture may be executed in
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several counterparts, all of which together shall constitute one agreement
binding on all parties notwithstanding that all parties have not signed the same
counterpart.
6. Governing Law. This Second Supplemental Indenture shall be governed
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by and construed is accordance with the laws of the State of New York without
giving effect to the applicable principles of conflict of laws.
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IN WITNESS WHEREOF, the parties to this Second Supplemental Indenture
have caused this Second Supplemental Indenture to be duly executed as of the day
and year first above written.
ISLE OF CAPRI CASINOS, INC.
By:
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Name: Allan B. Solomon
Title: Executive Vice President
STATE STREET BANK AND TRUST
COMPANY, as Trustee
By:
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Name:
Title:
RIVERBOAT CORPORATION OF MISSISSIPPI
By:
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Name: Allan B. Solomon
Title: Executive Vice President
RIVERBOAT CORPORATION OF
MISSISSIPPI-VICKSBURG
By:
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Name: Allan B. Solomon
Title: Executive Vice President
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RIVERBOAT SERVICES, INC.
By:
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Name: Allan B. Solomon
Title: Executive Vice President
CSNO, L.L.C.
By:
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Name: Allan B. Solomon
Title: Executive Vice President
LOUISIANA RIVERBOAT
GAMING PARTNERSHIP
By:
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Name: Allan B. Solomon
Title: Executive Vice President
ST. CHARLES GAMING COMPANY, INC.
By:
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Name: Allan B. Solomon
Title: Executive Vice President
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GRAND PALAIS RIVERBOAT, INC.
By:
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Name: Allan B. Solomon
Title: Executive Vice President
LRGP HOLDINGS, L.L.C.
By:
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Name: Allan B. Solomon
Title: Executive Vice President
PPI, INC.
By:
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Name: Allan B. Solomon
Title: Executive Vice President
ISLE OF CAPRI CASINO COLORADO, INC.
By:
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Name: Allan B. Solomon
Title: Executive Vice President
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ISLE OF CAPRI CASINO-TUNICA, INC.
By:
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Name: Allan B. Solomon
Title: Executive Vice President
IOC-COAHOMA, INC.
By:
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Name: Allan B. Solomon
Title: Executive Vice President
IOC HOLDINGS, L.L.C.
By:
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Name: Allan B. Solomon
Title: Executive Vice President