EXHIBIT 4.8 (c)
SWINGLINE NOTE
--------------
$5,000,000.00 June 17, 1998
FOR VALUE RECEIVED, the undersigned, EMPRESS ENTERTAINMENT, INC., a
Delaware corporation, EMPRESS CASINO JOLIET CORPORATION, an Illinois corporation
and EMPRESS CASINO HAMMOND CORPORATION, an Indiana corporation (collectively the
"Borrowers") jointly and severally promise to pay to the order of WELLS FARGO
BANK, National Association (the "Swingline Lender") at its principal office at
One East First Street, Reno, Nevada 89501, Attention: Casey Potter, Vice
President, Gaming Division, or at such other location as may be directed from
time to time by Swingline Lender by written notice to Borrowers, the principal
sum of Five Million Dollars ($5,000,000.00) or, if less, the aggregate unpaid
principal amount of all Swingline Advances (as defined in the Credit Agreement,
hereinafter defined) made by the Swingline Lender to or for the benefit of
Borrowers pursuant to the Credit Agreement, in the manner and at the times set
forth in Section 2.08 of the Credit Agreement and, in any event, on or before
ten (10) days prior to the Maturity Date. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed thereto in the Credit
Agreement.
Borrowers also promise to pay interest on the unpaid principal amount
hereof from time to time outstanding from the date of each Swingline Advance
until repaid at the Base Rate plus the Applicable Margin, and on the dates
specified in the Credit Agreement and in any event on or before ten (10) days
prior to the Maturity Date.
Payments of both principal and interest are to be made in lawful money
of the United States of America in same day or immediately available funds.
This Swingline Note is the Swingline Note described in, and is subject
to the terms and provisions of that certain Credit Agreement of even date
herewith executed by and among Borrowers, Lenders, Swingline Lender, L/C Issuer
and Agent Bank, as described and defined therein (as amended, modified,
supplemented or restated from time to time, the "Credit Agreement") and payment
of this Swingline Note is secured by the Security Documentation. Reference is
hereby made to the Credit Agreement for a statement of the rights and
obligations
PAGE 1 OF 3
of the Borrowers, a description of the properties mortgaged and assigned, the
nature and extent of the collateral security and the rights of the parties to
the Security Documentation in respect of such collateral security, and for a
statement of the terms and conditions under which the due date of this Swingline
Note may be accelerated. Upon the occurrence of any Event of Default as
specified in the Credit Agreement, the principal balance hereof and the interest
accrued hereon may be declared to be forthwith due and payable.
In addition to and not in limitation of the foregoing and the
provisions of the Credit Agreement, the Borrowers further agree, subject only to
any limitation imposed by applicable law, to pay all expenses, including
reasonable attorneys' fees and legal expenses, incurred by the Swingline Lender
in endeavoring to collect any amounts payable hereunder which are not paid when
due, whether by acceleration or otherwise.
All parties hereto, whether as makers, endorsers, or otherwise,
severally waive presentment for payment, demand, protest and notice of dishonor.
This Swingline Note is issued under, and subject to, the terms,
covenants and conditions of the Credit Agreement, which Credit Agreement is by
this reference incorporated herein and made a part hereof.
THIS SWINGLINE NOTE NOT ENFORCEABLE AGAINST ECJC UNTIL OCCURRENCE OF
--------------------------------------------------------------------
IGB APPROVAL DATE. Notwithstanding anything contained in the Credit Agreement
- -----------------
or this Swingline Note to the contrary, until the IGB has approved the Bank
Facilities and each of the Loan Documents with respect to ECJC and the ECJC
Casino Facilities and the IGB Approval Date shall have occurred, this Swingline
Note shall not be binding upon nor enforceable against ECJC in any respect.
PAGE 2 OF 3
THIS SWINGLINE NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEVADA.
EMPRESS ENTERTAINMENT, INC.,
a Delaware corporation
By /s/ Peter A. Ferro
-----------------------
Peter A. Ferro, Jr.,
Chief Executive Officer
EMPRESS CASINO JOLIET
CORPORATION,
an Illinois corporation
By /s/ Peter A. Ferro
-----------------------
Peter A. Ferro, Jr.
Chief Executive Officer
EMPRESS CASINO HAMMOND
CORPORATION,
an Indiana corporation
By /s/ Peter A. Ferro
-----------------------
Peter A. Ferro, Jr.,
Chief Executive Officer
PAGE 3 OF 3