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SENIOR SECURED INCREASING RATE NOTE
DUE 1996
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 AND MAY NOT BE SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT, OR AN EXEMPTION FROM REGISTRATION, UNDER SAID ACT.
No. A-1 August 7, 1995
$38,400,000.00 New York, New York
LOUISIANA RIVERBOAT GAMING PARTNERSHIP, a Louisiana general
partnership, and ST. CHARLES GAMING COMPANY, INC., a Louisiana corporation
(collectively, the "Issuers") for value received, hereby jointly and severally
promise to pay to NOMURA HOLDING AMERICA, INC., or its registered assigns, on
the Maturity Date (as defined in the Note Purchase Agreement referred to below)
the principal amount of
THIRTY EIGHT MILLION FOUR HUNDRED THOUSAND DOLLARS
($38,400,000.00)
and to pay interest (calculated on the basis of a 360-day year consisting of
twelve 30-day months) from the date hereof on the principal amount from time to
time remaining unpaid hereon at a rate per annum equal to 12% at the date
hereof, which rate shall be increased by 0.25% on the date which is three
months after such date of issuance and each subsequent date which is three
months after the immediately preceding such increase date, such interest to be
payable monthly in arrears on the first day of each month (each such date,
commencing on the first day of the first full month after the Closing Date, an
"Interest Payment Date"), and at maturity. The Issuers further agree, jointly
and severally, to pay additional interest (a) on each Interest Payment Date
commencing from on the first day of the tenth full month following the Closing
Date in an aggregate amount equal to 7.5% of the sum of (i) the Consolidated
Cash Flow of LRGP (each as defined in the Note Purchase Agreement) for the one
month period ending on the last day of the second month prior to the month in
which such Interest Payment Date occurs, and (ii) the Consolidated Cash Flow of
SCGC (as defined in the Note Purchase Agreement) for the one month period
ending on the last day of the second month prior to the month in which such
interest payment date occurs, and (b) on the Maturity Date, in an aggregate
amount equal to 7.5% of the sum of (i) 80% of the Consolidated Cash Flow of
LRGP for the one month period ending on the last day of the second month prior
to the month in which the Maturity Date
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occurs, (ii) the amount determined pursuant to subclause (i) of this clause (b)
multiplied by a fraction, the numerator of which is the number of days in the
period commencing on the beginning of the month in which the Maturity Date
occurs to but excluding the Maturity Date (the "Stub Period"), and the
denominator of which is 30, (iii) 80% of the Consolidated Cash Flow of SCGC for
the one month period ending on the last day of the second month prior to the
month in which the Maturity Date occurs and (iv) the amount determined pursuant
to subclause (iii) of this clause (b) multiplied by a fraction, the numerator
of which is the number of days in the Stub Period and the denominator of which
is 30. The Issuers further agree, jointly and severally, to pay interest
(calculated on the basis of a 360-day year of twelve 30- day months) payable on
demand, on any overdue principal and, to the extent permitted by applicable
law, on any overdue interest and other overdue amounts payable hereunder or
under the Note Purchase Agreement from the date of non-payment until the same
shall be paid in full (as well as after as before judgment), at a rate per
annum equal to 2% above the then applicable interest rate. Payments of the
principal amount hereof, interest thereon and all other amounts, payable
hereunder or under the Note Purchase Agreement shall be made in Dollars in
immediately available funds, at the place and in the manner specified in the
Note Purchase Agreement, without deduction, set-off or counterclaim, not later
than 1:00 P.M. New York City time on the date on which such payment shall
become due (each such payment made after such time on such due date to be
deemed to have been made on the next succeeding Business Day).
This Note is one of the Senior Secured Increasing Rate Notes
Due 1996, of the Issuers issued or to be issued under and pursuant to the terms
and provisions of the Note Purchase Agreement dated as of July 20, 1995 (the
"Note Purchase Agreement"), entered into by the Issuers with Nomura Holding
America Inc. (together with its successors and assigns, the "Purchaser") and
First National Bank of Commerce, as agent for the Purchaser and its assignees,
if any, (in such capacity, the "Agent"), and this Note and the holder hereof
are entitled equally and ratably with the holders of all other Notes
outstanding under the Note Purchase Agreement to all the benefits provided for
thereby or referred to therein, to which Note Purchase Agreement reference is
hereby made for a statement thereof. Capitalized terms used herein without
definition shall have the respective meanings ascribed to them in the Note
Purchase Agreement.
The Notes are secured by, and are entitled equally and ratably
to the benefits of the Security Documents, all in the manner and to the extent
more fully provided therein.
The Notes are subject to certain mandatory and optional
prepayments, in whole or in part, together with accrued interest to the
prepayment date, prior to their expressed Maturity Dates,
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on the terms and conditions and in the amounts set forth in the Note Purchase
Agreement.
Upon the occurrence of any one or more of the Events of
Default specified in the Note Purchase Agreement, all amounts then remaining
unpaid on this Note may be declared to be or may automatically become
immediately due and payable as provided in the Note Purchase Agreement.
This Note is a Note in registered form, registered on the
books of each Issuer and is transferable only by surrender thereof, duly
endorsed, at the principal executive office of either Issuer accompanied (if
required by the Issuers) by a written instrument of transfer duly executed by
the registered holder of this Note or its attorney duly authorized in writing.
Payment of or on account of principal, prepayment charge, if any, and interest
on this Note shall be made only to or upon the order in writing of the
registered holder.
Each Issuer, for itself and its successors and assigns,
expressly waives presentment, demand, protest, notice of dishonor, notice of
non-payment, notice of maturity and notice of protest.
THE ISSUERS CONSENT AND AGREE TO THE JURISDICTION OF ANY STATE
OR FEDERAL COURT SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, AND
WAIVE ANY OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS WITH RESPECT TO ANY
ACTION INSTITUTED THEREIN, AND AGREE THAT ANY DISPUTE CONCERNING THE
RELATIONSHIP BETWEEN THE HOLDER OF THIS NOTE, ON THE ONE HAND, AND THE ISSUERS,
ON THE OTHER HAND, OR THE CONDUCT OF ANY PARTY IN CONNECTION WITH THIS NOTE OR
OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE.
THE ISSUERS HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL
PROCESS UPON THEM AND CONSENT THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY
HAND DELIVERY TO THE ISSUERS AT THEIR RESPECTIVE ADDRESSES SET FORTH IN SECTION
14.5 OF THE NOTE PURCHASE AGREEMENT. IN ADDITION, THE HOLDER OF THIS NOTE
AGREES TO PROMPTLY FORWARD BY REGISTERED MAIL ANY PROCESS SO SERVED UPON SAID
AGENT TO THE ISSUERS AT THEIR RESPECTIVE ADDRESSES SET FORTH IN SECTION 14.5 OF
THE NOTE PURCHASE AGREEMENT. THE ISSUERS HEREBY CONSENT TO SERVICE OF PROCESS
AS AFORESAID.
NOTHING IN THIS NOTE SHALL AFFECT THE RIGHT OF THE HOLDER OF
THIS NOTE TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT
THE RIGHT OF THE HOLDER OF THIS NOTE TO BRING ANY ACTION OR PROCEEDING AGAINST
THE ISSUERS OR THEIR RESPECTIVE PROPERTIES IN THE COURTS OF ANY OTHER
JURISDICTION.
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THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW).
THE ISSUERS AND, BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THIS
NOTE, EACH WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION (I) ARISING UNDER THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT
OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR (II) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO
OR ANY OF THEM IN RESPECT TO THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR
AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS
RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. THE ISSUERS AND, BY ITS
ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE, AGREE AND CONSENT THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY AND THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES
HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
LOUISIANA RIVERBOAT GAMING
PARTNERSHIP
By:
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Its:
ST. CHARLES GAMING COMPANY, INC.
By:
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Its:
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SCHEDULE
TO NOTE DATED JULY 27, 1995
OF LOUISIANA RIVERBOAT GAMING PARTNERSHIP
AND ST. CHARLES GAMING COMPANY, INC.
TO NOMURA HOLDING AMERICA INC.
Amount Amount of Unpaid Notation
Date of Loan Principal Paid Principal Balance Made By
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