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Exhibit 4.19
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AMENDMENT NO. 1 TO
SECOND SHIP MORTGAGE
ON THE WHOLE OF THE
QUEEN OF THE RED
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HORSESHOE ENTERTAINMENT
Owner and Mortgagor
in Favor of
HORSESHOE GAMING, L.L.C.,
Mortgagee
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Dated as of May 11, 1999
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AMENDMENT NO. 1 TO SECOND SHIP MORTGAGE ON THE WHOLE OF THE QUEEN OF THE
RED, dated as of May 11, 1999, from HORSESHOE ENTERTAINMENT (the "Company") in
favor of HORSESHOE GAMING, L.L.C. ("Horseshoe Gaming").
RECITALS
WHEREAS, the Company has heretofore executed and delivered a Second Ship
Mortgage dated as of September 29, 1995 (the "Ship Mortgage"), providing that
the Company mortgage to (i) the Holders of the 12.75% Senior Notes due September
30, 2000 (the "Senior Notes") issued by Horseshoe Gaming, (ii) Horseshoe Gaming,
and (iii) United States Trust Company of New York the whole of the Queen of the
Red;
WHEREAS, pursuant to an Offer to Purchase and Consent Solicitation
Statement dated April 20, 1999, Horseshoe Gaming solicited consents to various
amendments and waivers (the "Amendments and Waivers") from the holders of the
Senior Notes to and under certain Security Documents, including the Ship
Mortgage intended to increase Horseshoe Gaming's operating and financial
flexibility and to accommodate Horseshoe Gaming's acquisition by means of merger
of the operating subsidiaries of Empress Entertainment, Inc.;
WHEREAS, the requisite consents of the holders of the Senior Notes have
been obtained and the Company now desires to amend the Ship Mortgage; and
WHEREAS, the execution and delivery of this Amendment No. 1 to the Ship
Mortgage (this "Amendment") has been authorized on behalf of the Company by a
resolution of the Board of Directors of the General Partner of the Company.
NOW, THEREFORE, in consideration of the above premises, the Company hereby
agrees, for the equal and ratable benefit of the Holders of the Senior Notes, as
follows:
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ARTICLE I
AMENDMENTS AND WAIVERS
Section 1.1 Amendment to Article II Section 9.
Article II, Section 9 is hereby deleted in its entirety.
Section 1.2 Waiver.
The Holders waive compliance by the Company and Horseshoe
Gaming with any provisions of the Ship Mortgage, the Indenture, the Senior Notes
or the other Security Documents which would prohibit or, with the passage of
time or otherwise, be violated by, any component of the Merger (as defined in
the Agreement and Plan of Merger) and any transactions contemplated by the
Agreement and Plan of Merger, dated as of September 2, 1998, as amended, by and
between Horseshoe Gaming, and certain of its subsidiaries, and Empress
Entertainment, Inc., and certain of its subsidiaries (the "Agreement and Plan of
Merger"), including, without limiting the generality of the foregoing, the
incurrence of indebtedness to finance such transactions, the granting and
priority of liens to secure such indebtedness and the perfection of such liens.
This waiver shall not apply to any such provision which, pursuant to the
Indenture or the Ship Mortgage, may not be waived without the consent of each
Holder of Senior Notes that remain outstanding.
ARTICLE II
MISCELLANEOUS
Section 2.1 Amendment Controls. To the extent of any inconsistency,
ambiguity or conflict between the terms of the Ship Mortgage and this Amendment,
this Amendment shall govern and control.
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Section 2.2 Terms Defined. All capitalized terms used in this Amendment
and not otherwise defined shall have the meanings specified in the Indenture.
Section 2.3 Confirmation of Terms. Except as amended hereby, the Ship
Mortgage is in all respects ratified and confirmed and all the terms shall
remain in full force and effect.
Section 2.4 Governing Law. The laws of the State of New York shall govern
this Amendment, without regard to principles of conflicts of laws.
Section 2.5 Successors. All agreements of the Company in this Amendment
shall bind its successors..
Section 2.6 Effectiveness. The provisions of this Amendment will take
effect immediately upon its execution and delivery by the Company.
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IN WITNESS WHEREOF, the party hereto has caused this Amendment to be duly
executed by its authorized officer as of the date first written above.
HORSESHOE ENTERTAINMENT
By: NEW GAMING CAPITAL PARTNERSHIP
its general partner
By: HORSESHOE GP, INC.
its general partner
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name:
Title: