EXHIBIT 4.7
SUPPLEMENTAL INDENTURE NO. 4
THIS SUPPLEMENTAL INDENTURE NO. 4 (the "Supplement") is dated as of June
10, 1998, among Empress River Casino Finance Corporation, a Delaware
corporation (the "Company"), Empress Casino Joliet Corporation, f/k/a Empress
River Casino Corporation, an Illinois corporation ("Empress"), Empress Casino
Xxxxxxx Corporation, f/k/a Lake Michigan Charters, Ltd., an Indiana corporation
("Hammond Empress"), Xxxxxxx Residential, L.L.C., an Indiana limited liability
company ("Xxxxxxx Residential"), Empress Entertainment, Inc., f/k/a LMC Leasing,
Ltd., a Delaware corporation ("Hammond Leasing," and together with Empress,
Empress Xxxxxxx and Xxxxxxx Residential, collectively referred to herein as the
"Guarantors"), and U.S. Bank Trust National Association, f/k/a/ First Trust
National Association, a national association, as Trustee ("Trustee"). Except as
otherwise defined herein, terms used in this Supplement shall have the meanings
assigned to them in the Indenture (as defined below).
RECITALS
WHEREAS, the Company, the Guarantors and the Trustee are parties to that
certain Indenture dated as of April 1, 1994, as supplemented by that certain
Supplemental Indenture dated as of November 6, 1997, that certain Supplemental
Indenture No. 2 dated as of February 23, 1998 and that certain Supplemental
Indenture No. 3 dated as of April 29, 1998 (as so supplemented, the
"Indenture"), pursuant to which the Company issued $150.0 million in 10.75%
Senior Notes due 2002 (the "Notes"); and
WHEREAS, Section 10.1(1) of the Indenture permits the Company or any
Guarantor and the Trustee to enter into a supplemental indenture without the
consent of any holders of the Notes in order to cure ambiguities or
inconsistencies in the Indenture as long as such action does not adversely
affect the interest of any holder of the Notes in any respect; and
WHEREAS, the parties desire to cure certain inconsistencies by entering
into this Supplement on the terms set forth below.
NOW THEREFORE, in consideration of the mutual premises set forth herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
AGREEMENTS
1. STATUS OF INDENTURE. Except as specifically set forth herein, the
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Indenture and all related documents executed and delivered to the Trustee in
connection with the Indenture and the Company's and each Guarantor's liabilities
thereunder shall remain in full force and effect, and
shall not be waived, modified, superseded or otherwise affected by this
Supplement. This Supplement is not to be construed as a release, waiver or
modification of any of the terms, conditions, representations, warranties,
covenants, rights or remedies set forth in the Indenture and such other related
documents, except as specifically set forth herein.
2. EFFECTIVENESS. This Supplement shall automatically become effective on and
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as of the date (the "Supplement Effective Date") that the Trustee has received
each of the following:
a. the written Opinion of Counsel to the Company as to the permissibility
of this Supplement under the Indenture, pursuant to Section 10.6 of
the Indenture; and
b. Officers' Certificates from the Company and the Guarantors as to the
compliance with the conditions precedent to the entry into this
Supplement by the Company, the Guarantors and the Trustee.
3. CONDITIONS TO LEGAL DEFEASANCE AND COVENANT DEFEASANCE. As of the
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Supplement Effective Date, Section 9.4(d) of the Indenture shall be deleted in
its entirety and replaced with the following:
"(d) (i) In the event of an election to apply Section 9.2 to the
outstanding Securities, no Default or Event of Default shall have occurred
and be continuing on the date of such deposit or, insofar as Section
7.1(a)(4) or 7.1(a)(5) is concerned, at any time in the period ending on
the 91st day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of such
period); or (ii) in the event of an election to apply Section 9.3 to the
outstanding Securities, no Default or Event of Default shall have occurred
and be continuing on the date of such deposit, and the Trustee shall have
received from the Company (i) the written opinion of a reputable financial
advisory firm that each of the Company and the Guarantors are not insolvent
for purposes of Section 547 of the Bankruptcy Law, as of the date of, and
after giving effect to, such deposit; (ii) the written Opinion of Counsel
to the Company stating that if each of the Company and the Guarantors are
not insolvent for purposes of Section 547 of the Bankruptcy Law as of the
date of, and after giving effect to, such deposit, such deposit cannot be a
preference under applicable bankruptcy law;"
4. COUNTERPARTS. This Supplement may be executed in any number of
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counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Supplement as of
the date first above written.
EMPRESS RIVER CASINO FINANCE EMPRESS CASINO JOLIET
CORPORATION CORPORATION (f/k/a Empress River
Casino Corporation
By: ____________________________ By: ______________________________
Name:___________________________ Name:_____________________________
Title:__________________________ Title:____________________________
EMPRESS CASINO HAMMOND EMPRESS ENTERTAINMENT, INC. (f/k/a
CORPORATION (f/k/a Lake Michigan LMC Leasing, Ltd.)
Charters, Ltd.)
By: ____________________________ By: ______________________________
Name:___________________________ Name:_____________________________
Title:__________________________ Title:____________________________
U.S. BANK TRUST NATIONAL
ASSOCIATION (f/k/a First Trust XXXXXXX RESIDENTIAL, L.L.C.
National Association)
By: /s/ Xxxxxxx X. Xxxxxxxx By: ______________________________
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Name: XXXXXXX X. XXXXXXXX Name:_____________________________
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Title: ASSISTANT VICE PRESIDENT Title:____________________________
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IN WITNESS WHEREOF, the parties hereto have executed this Supplement as of
the date first above written.
EMPRESS RIVER CASINO FINANCE EMPRESS CASINO JOLIET
CORPORATION CORPORATION (f/k/a Empress River
Casino Corporation)
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
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Name: XXXXX X. XXXXX, XX. Name: XXXXX X. XXXXX, XX.
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Title: CHIEF EXECUTIVE OFFICER Title: CHIEF EXECUTIVE OFFICER
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EMPRESS CASINO HAMMOND EMPRESS ENTERTAINMENT, INC. (f/k/a
CORPORATION (f/k/a Lake Michigan LMC Leasing, Ltd.)
Charters, Ltd.)
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxx
----------------------------- ---------------------------------
Name: XXXXX X. XXXXX, XX. Name: XXXXX X. XXXXX, XX.
--------------------------- -------------------------------
Title: CHIEF EXECUTIVE OFFICER Title: CHIEF EXECUTIVE OFFICER
-------------------------- ------------------------------
U.S. BANK TRUST NATIONAL
ASSOCIATION (f/k/a First Trust XXXXXXX RESIDENTIAL, L.L.C.
National Association)
By:_____________________________ By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name:___________________________ Name: XXXXX X. XXXXX, XX.
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Title:__________________________ Title: CHIEF EXECUTIVE OFFICER
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