Exhibit 4.5 B
FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE, dated as of September 16,1999 (the
"First Supplemental indenture"), is by and among Isle of Capri Casinos. Inc., a
----------------------------
Delaware Corporation (the "Company"); Riverboat Corporation of Mississippi, a
-------
Mississippi corporation: Riverboat Corporation of Mississippi-Vicksburg, a
Mississippi corporation; Riverboat Services, Inc., an Iowa corporation; CSNO,
Inc., a Louisiana corporation; Louisiana Riverboat Gaming Partnership, a
Louisiana partnership: St. Xxxxxxx Gaming Company, Inc., a Louisiana
corporation; LRG Hotels. L.L.C., a Louisiana limited liability company; Grand
Palais Riverboat, Inc., a Louisiana corporation; LRGP Holdings, Inc., a
Louisiana corporation: PPI, Inc., a Florida corporation: Isle of Capri Casino
Colorado, Inc., a Colorado corporation: Isle of Capri Hotels Bossier City,
L.L.C., a Louisiana limited liability company; Isle of Capri Casino-Tunica,
Inc., a Mississippi corporation; and IOC-Coahoma, Inc., a Mississippi
corporation (collectively, the "Subsidiary Guarantors"), any other 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").
-------
RECITALS
A. The Company the Subsidiary Guarantors and the Trustee are parties to
that certain Indenture, dated as of April 23, 1999 (the "Indenture"), governing
---------
the Company's 8 1/4% Senior Subordinated Notes due 2009. Series A, which have
been issued under the Indenture (the "Transfer Restricted Notes"), and the
-------------------------
Company's 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 Transfer Restricted Notes, the "Notes").
-----
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 cure any ambiguity or to correct any provision
in the Indenture, provided that such action shall not adversely affect the
interests of the Holders in any material respect.
C. The Company and the Subsidiary Guarantors desire to amend Exhibit B to
the Indenture to cure ambiguities and to correct certain provisions contained
therein, and such amendment shall not adversely affect the interests of the
Holders in any material respect.
NOW, THEREFORE, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Notes issued under the Indenture
from and after the date of this First Supplemental Indenture, as follows:
1. Definitions. Capitalized terms used in this First Supplemental Indenture
-----------
(including capitalized terms used in the Recitals to this First Supplemental
Indenture) that are not otherwise defined shall have the meanings ascribed to
such terms in the Indenture.
2. Replacement of Exhibit B of the Indenture. Exhibit B to the Indenture is
-----------------------------------------
hereby deleted in its entirety and replaced by Exhibit B to this First
---------
Supplemental Indenture.
3. Effect on Indenture. Except as expressly modified by this First
-------------------
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 First Supplemental 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 First Supplemental Indenture in
reliance on an Opinion of Counsel stating that the execution of this First
Supplemental Indenture is authorized or permitted by the Indenture and that the
Indenture, as amended by this First 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 First Supplemental Indenture may be executed in
------------
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 First Supplemental Indenture shall be governed by
-------------
and construed in accordance with, the laws of the State of New York without
giving effect to the applicable principles of conflict of laws.
*****
2
IN WITNESS WHEREOF, the parties to this First Supplemental Indenture have
caused this First Supplemental Indenture to be duly executed as of the day and
year first above written
ISLE OF CAPRI CASINOS, INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name:
Title:
STATE STREET BANK AND TRUST
COMPANY, as Trustee
By: /s/ XXXXX XXXXXXXX
------------------------------
Name:XXXXX XXXXXXXX
Title:VICE PRESIDENT
RIVERBOAT CORPORATION OF
MISSISSIPPI
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name:
Title:
RIVERBOAT CORPORATION OF
MISSISSIPPI-VICKSBURG
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name:
Title:
RIVERBOAT SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name:
Title:
CSNO, INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name:
Title:
LOUSIANA RIVERBOAT GAMING
PARTNERSHIP
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name:
Title:
ST.XXXXXXX GAMING COMPANY,INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name:
Title:
LRG HOTELS, LLC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name:
Title:
GRAND PALAIS RIVERBOAT, INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name:
Title:
LRGP HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name:
Title:
PPI, INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name:
Title:
ISLE OF CAPRI CASINO-TUNICA, INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name:
Title:
ISLE OF CAPRI CASINO-TUNICA, INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name:
Title:
IOC-COAHOMA, INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name:
Title:
ISLE OF CAPRI HOTELS-BOSSIER
CITY, L.L.C.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Name:
Title:
