EXHIBIT 10.55
SECOND MODIFICATION OF SUBORDINATED DEED OF TRUST
Recitals
This SECOND MODIFICATION OF SUBORDINATED DEED OF TRUST (this
"Modification"), is entered into as of September 29, 1998, by and among FOUR
QUEENS, INC., a Nevada corporation ("Trustor") and U.S. BANK TRUST NATIONAL
ASSOCIATION, a national association formerly known as First Trust National
Association, in its capacity as Trustee under the Amended Indenture referred to
in Paragraph E below ("Beneficiary"). All capitalized words not otherwise
defined herein are used as defined in the Amended Indenture.
Factual Background
A. Trustor executed a certain Deed of Trust, Assignment of Rents, and
Security Agreement in favor of Beneficiary dated as of October 8, 1993 (the
"Deed of Trust") which was recorded in the Official Records of Xxxxx County,
Nevada (the "Official Records") on October 8, 1993, in Book 931008, as Document
No. 0554. In the Deed of Trust, Trustor granted in trust for the benefit of
Beneficiary and granted Beneficiary a security interest in certain real and
personal property as identified therein.
B. The Deed of Trust originally secured the "Indenture Obligations," as
defined in that certain Indenture, dated as October 8, 1993, by and among
Elsinore Corporation, a Nevada corporation (the "Company"), certain Guarantors
named therein (including Trustor), and Beneficiary (the "Original Indenture").
C. The parties to the Original Indenture entered into an Amended and
Restated Indenture (the "Indenture"), dated as of March 3, 1997, providing,
among other things, for the issuance of amended and restated Notes in the
aggregate principal amount of $30,000,000 bearing interest at 13 1/2% with the
stated maturity date of August 20, 2001 (the "Existing Second Mortgage Notes").
The Indenture was amended by the First Supplemental Amended and Restated
Indenture, dated as of September 18, 1997, among the Company, the Beneficiary,
Elsub Management Corporation, Trustor, and Palm Springs East, Limited
Partnership.
D. The Trustor and the Beneficiary have executed that certain
Modification of Subordinated Deed of Trust, dated as of March 3, 1997, filed in
the Official Records of Xxxxx County, Nevada on March 3, 1997 as Instrument No.
1152 in Book 970303 (the "First Modification of Deed of Trust"). Pursuant to the
First Modification of Deed of Trust, the Deed of Trust was amended to secure all
obligations under the Indenture and the Existing Second Mortgage Notes.
E. The Company and the Beneficiary, as Trustee under the Original
Indenture, have entered into that certain Second Supplemental Indenture, dated
as of September 29, 1998 (the "Second Supplemental Indenture"), pursuant to
which, among other things, certain outstanding Amended and Restated Notes issued
under the Indenture will be exchanged for New Notes in the aggregate principal
amount of $11,104,000, bearing interest at the rate of 12.83% per annum with the
stated maturity date of August 20, 2001. The Indenture, as modified by the
Second Supplemental Indenture, is referred to herein as the "Amended Indenture."
F. The parties hereto desire to modify the Deed of Trust, as modified
and amended, as set forth below in order to confirm that the Deed of Trust
secures all obligations under the Amended Indenture and the New Notes.
Amendments
1. All references to the Indenture in the Deed of Trust shall
henceforth refer to the Amended Indenture. All references in the Deed of Trust
to any documents or instruments which were amended in connection with the
Amended Indenture refer to such documents or instruments as so amended. All
capitalized terms in the Deed of Trust which are not otherwise defined therein
shall have the meanings set forth in the Amended Restated Indenture. All
capitalized terms which are defined in the Deed of Trust shall have the meanings
set forth in the Amended Indenture if different from the definitions in Deed of
Trust.
2. Except as expressly amended herein, the Deed of Trust shall remain
in full force and effect.
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IN WITNESS WHEREOF, the Trustor and the Beneficiary have caused this
Second Modification of Deed of Trust to be executed and delivered by their
respective officers thereunto duly authorized as of the day and first written
above.
FOUR QUEENS, INC., a Nevada Corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: President
U.S. BANK TRUST NATIONAL ASSOCIATION,
a national association, as Beneficiary
By:
Name:
Title:
STATE OF NEVADA )
) ss:
COUNTY OF XXXXX )
On this ____ day of _________________, 199__, before me, the
undersigned, a Notary Public in and for the County of Xxxxx, State of Nevada,
duly commissioned and sworn, personally appeared Xxxxxxx X. Xxxxxxxxx known to
me to be the President of FOUR QUEENS, INC., whose name is subscribed to the
within instrument, and who acknowledged to me that he/she executed the same
freely and voluntarily and for the use and purposes therein mentioned.
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NOTARY PUBLIC
STATE OF ________ )
) ss:
COUNTY OF _______ )
On this ____ day of _________________, 199__, before me, the
undersigned, a Notary Public in and for the County of ________, State of
________, duly commissioned and sworn, personally appeared _________________
known to me to be the _____________ of U.S. BANK TRUST NATIONAL ASSOCIATION,
whose name is subscribed to the within instrument, and who acknowledged to me
that he/she executed the same freely and voluntarily and for the use and
purposes therein mentioned.
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NOTARY PUBLIC
