Casino Magic of Louisiana, Corp.
and
Jefferson Casino Corp.
to
First Union Bank of Connecticut
Trustee
First Supplement to Indenture
Dated as of March 25, 1997
to
Indenture
Dated as of August 22, 1996
Relating to
$115,000,000
13% First Mortgage Notes due 2003 with
Contingent Interest
FIRST SUPPLEMENT TO INDENTURE, dated as of March 25, 1997 ("First
Supplemental Indenture"), to Indenture, dated as of August 22, 1996, between
Casino Magic of Louisiana, Corp., a corporation duly organized and existing
under the laws of the State of Louisiana (herein called the "Company"),
Jefferson Casino Corporation (herein called the "Guarantor") and First Union
Bank of Connecticut as Trustee (herein called the "Trustee").
RECITALS OF THE COMPANY
WHEREAS, the Company and Guarantor have heretofore executed and delivered
to the Trustee an Indenture, dated as of August 22, 1996 (the "Indenture"),
providing for the issuance of the Company's 13% First Mortgage Notes due 2003
with Contingent Interest, guaranteed by the Guarantor; CAPITALIZED TERMS USED
BUT NOT DEFINED IN THIS FIRST SUPPLEMENTAL INDENTURE, SHALL HAVE THE MEANINGS
ASCRIBED TO THEM IN THE INDENTURE;
WHEREAS, pursuant to the Indenture the Company has executed and delivered
a Security Agreement;
WHEREAS, prior to the Issue Date and the execution and delivery of the
Indenture, Crescent City Capital Development Corporation ("Crescent City")
(the former name of the Company) had incurred Indebtedness to IGT pursuant to
a Sales Agreement dated March 10, 1995 (the "IGT Debt") and to Bally Gaming,
Inc. pursuant to a Purchase Agreement dated February 15, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ and Gulf Gaming Equipment, Inc., predecessor in interest to Bally Gaming,
Inc. (the "Bally Debt"), the proceeds of which IGT Debt and Bally Debt were
respectively utilized solely to purchase FF&E (consisting of gaming equipment
then used in the ordinary course of Crescent City's business and currently
used in the ordinary course of the Company's business (the "IGT Equipment" and
the "Bally Equipment" respectively and collectively the "Gaming Equipment")),
and the principal amount of which IGT Debt and Bally Debt, did not exceed the
cost of the IGT Equipment and Bally Equipment, respectively;
WHEREAS, prior to the Issure Date and the execution and delivery of the
Indenture, Company assumed such IGT Debt and Bally Debt pursuant to Crescent
City's March 1996 Second Amended Plan of Reorganization (the "Plan of
Reorganization") in the United States Bankruptcy Court in New Orleans,
Louisiana;
WHEREAS, prior to the Issue Date and the execution and delivery of the
Indenture, Company refinanced the Bally Debt with Hibernia National Bank in
the principal amount of $1,700,000 (the "Hibernia Debt") and as soon as
practical after the date hereof desires to refinance the IGT Debt with First
National Bank of Commerce;
WHEREAS, the Security Agreement contemplated a definition of FF&E
Financing Agreement which was inadvertently not included therein but which
should have been included therein and, if included, should have included the
IGT Debt, the Hibernia Debt and the refinancing thereof;
WHEREAS, the failure to have included such definition of FF&E Financing
Agreement had the effect of not clearly causing such IGT Equipment and Bally
Equipment to have been Excluded Assets (within the meaning of the Security
Agreement) and if such IGT Equipment and Bally Equipment were not so included
as Excluded Assets would have caused a breach of certain provisions of the IGT
Debt and the Bally Debt (as refinanced with Hibernia National Bank) which
prohibited the grant of liens or encumbrances on such IGT Equipment and Bally
Equipment;
WHEREAS, the Company has requested the Trustee concurrently herewith to
executed a First Supplement to the Security Agreement (the "First Supplemental
Security Agreement") to cure such defect in such Security Agreement;
WHEREAS, there exists a related defect or an ambiguity in clause (vi) of
the second paragraph of Section 4.09 of the Indenture in that it is unclear
whether the Company's $5,673,023.99 aggregate principal amount of IGT Debt and
Hibernia Debt, that would otherwise have satisfied all of the conditions to a
financing described in such clause (vi) except that it was in existence prior
to the Issue Date, is covered by such clause (vi) in particular because the
Company's Preliminary Offering Memorandum dated August 2, 1996 and Offering
Memorandum dated August 16, 1996, reflected the Company's existing
approximately $5.7 million aggregate principal amount of FF&E financing of
such nature and its intention to incur an additional $1.8 million of such FF&E
financing, for a total equal to the $7.5 million referenced in such clause
(vi), thereby indicating that such $5,673,023.99 aggregate principal amount of
FF&E financing should be covered by clause (vi);
WHEREAS, Section 9.01 of the Indenture provides that the Company and any
Guarantor and the Trustee, at any time and from time to time, may amend the
Indenture and enter into an indenture supplemental to the Indenture without
the consent of any Holders (as defined in the Indenture) to cure any
ambiguity, defect or inconsistency;
WHEREAS, all things necessary to make this First Supplemental Indenture a
valid agreement of the Company and Guarantor, in accordance with their and
its terms, have been done;
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Notes
that the Indenture is hereby amended effective as of the date hereof in the
following respects:
1. Clause (vi) of the second paragraph of Section 4.09 of the
Indenture is amended and restated in its entity as follows:
(vi) the incurrence by the Company of Indebtedness (including without
limitation pursuant to any FF&E Financing Agreement (as defined in the
Security Agreement) which was incurred prior to the Issue Date and which will
be deemed to be Indebtedness which is permitted by this Indenture to be
incurred), the proceeds of which are, or were, utilized solely to purchase
FF&E; provided, however, that (A) the principal amount of such Indebtedness
does not and did not exceed the cost (including sales and excise taxes,
installation and delivery charges and other direct costs of, and other direct
expenses paid or charged in connection with, such purchase) of the FF&E
purchased with the proceeds thereof and (B) the aggregate principal amount of
such Indebtedness does not exceed $7.5 million outstanding at any time prior
to the opening of the Casino Magic-Bossier City Hotel and $10.0 million
thereafter;
2. Nothing in the Indenture, this First Supplemental Indenture or the
Notes, express or implied, shall give to any Person other than the parties
hereto and their successors hereunder and the Holders of the Notes, any
benefit or any legal or equitable right, remedy or claim under the Indenture,
this First Supplemental Indenture or the Notes. This First Supplemental
Indenture may not be used to interpret another indenture, loan agreement or
debt agreement of the Company or any of its Subsidiaries (other than the
Indenture). Any such indenture (other than the Indenture), loan or debt
agreement may not be utilized to interpret this First Supplemental Indenture.
3. The recitals contained herein shall be regarded as statements of
the Company and Guarantor and the Trustee assumes no responsibility for their
correctness.
4. The Trustee makes no representations as to the validity or
sufficiency of this First Supplemental Indenture.
5. THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE, WITHOUT REGARD TO THE
CONFLICTS OF LAW PROVISIONS THEREOF.
IN WITNESS WHEREOF, parties hereto have caused this First Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
CASINO MAGIC OF LOUISIANA, CORP.
BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
TITLE: Secretary
JEFFERSON CASINO CORPORATION
BY: /s/ ▇▇▇ ▇▇▇▇▇
TITLE: Treasurer
FIRST UNION BANK OF CONNECTICUT
as Trustee
BY: /s/ W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
TITLE: Vice President