Exhibit 4.1
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Louisiana Casino Cruises, Inc., as Issuer,
and
U.S. Bank Trust National Association,
Trustee
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SUPPLEMENTAL INDENTURE
Dated as of March 5, 2001
Supplementing the Indenture Dated as of January 27, 1999
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11% Senior Secured Notes due 2005
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
March 5, 2001, between Louisiana Casino Cruises, Inc. (the "Company"), a
Louisiana corporation, and U.S. Bank Trust National Association, as trustee
(the "Trustee").
WHEREAS, there has heretofore been executed and delivered by the Company
and the Trustee an Indenture dated as of January 27, 1999 (the "Indenture")
regarding the Company's 11% Senior Secured Notes due 2005 (the "Notes");
WHEREAS, in connection with the proposed acquisition (the "Acquisition")
of CRC Holdings, Inc. ("CRC") and the outstanding capital stock of the Company
not owned by CRC, Penn National Gaming, Inc., a Pennsylvania corporation ("Penn
National") has commenced a tender offer (the "Tender Offer") for the Notes and,
in connection therewith, a solicitation of consents (the "Solicitation") from
the holders of the Notes (the "Holders") to certain amendments to the Indenture
as set forth in the Offer to Purchase and Consent Solicitation Statement of Penn
National dated February 20, 2001;
WHEREAS, consummation of the Tender Offer is conditioned upon the
completion of the Acquisition by Penn National; and
WHEREAS, pursuant to the Solicitation, the Holders of at least a majority
in aggregate principal amount of the Notes outstanding (excluding for this
purpose any Notes held by the Company or any Affiliate of the Company) have
consented to the amendments effected by this Supplemental Indenture in
accordance with the provisions of the Indenture.
NOW THEREFORE, in consideration of the foregoing and the mutual premises
and covenants contained herein and for other good and valuable consideration,
the parties hereto agree as follows:
Article 1
DEFINITIONS; AMENDMENTS TO INDENTURE; WAIVER
SECTION 1.01 DEFINITIONS.
Capitalized terms used but not defined in this Supplemental Indenture
shall have the specified meanings therefor set forth in the Indenture.
SECTION 1.02 AMENDMENTS TO INDENTURE.
(a) The amendments set forth in this Supplemental Indenture
shall become operative on the date that Penn National
notifies U.S. Bank Trust National Association, in its
capacity as Depositary in connection with the Tender
Offer, that the Notes tendered are accepted for
purchase and payment pursuant to the Tender Offer. If
the Notes are not accepted for payment by Penn National
for any reason, the amendments set forth herein will not
become operative.
(b) Sections 4.3, 4.4, 4.5, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12,
4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 5.1, 5.2 and 8.4(b) of
the Indenture shall be deleted.
(c) Section 6.1 of the Indenture shall be amended by deleting
clauses (c), (d), (e), (f), (g),(h) and (i) thereof.
Article 2
MISCELLANEOUS
SECTION 2.01 INSTRUMENTS TO BE READ TOGETHER.
This Supplemental Indenture is an indenture supplemental to the Indenture,
and the Indenture and this Supplemental Indenture shall henceforth be read
together.
SECTION 2.02 CONFIRMATION.
The Indenture as amended and supplemented by this Supplemental Indenture
is in all respects confirmed and preserved.
SECTION 2.03 HEADINGS.
The headings of the Articles and Sections of this Supplemental Indenture
have been inserted for convenience of reference only, and are not to be
considered a part hereof and shall in no way modify or restrict any of the terms
and provisions hereof.
SECTION 2.04 GOVERNING LAW.
This Supplemental Indenture shall be construed and interpreted, and the
rights of the parties determined, in accordance with the laws of the State of
New York.
SECTION 2.05 COUNTERPARTS.
This Supplemental Indenture may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
SECTION 2.06 EFFECTIVENESS.
The provisions of this Supplemental Indenture will take effect immediately
upon its execution and delivery by the Trustee.
SECTION 2.07 ACCEPTANCE BY TRUSTEE; TRUSTEE DISCLAIMER.
The Trustee has accepted the amendment of the Indenture effected by this
Supplemental Indenture and agrees to execute the trust created by the Indenture
as hereby amended, but only upon the terms and conditions set forth in the
Indenture, including the terms and provisions defining and limiting the
liabilities and responsibilities of the Trustee, and without limiting the
generality of the foregoing, the Trustee shall not be responsible in any manner
whatsoever for or with respect to any of the recitals or statements contained
herein, all of which recitals or statements are made solely by the Company, or
for or with respect to (a) the validity or sufficiency of this Supplemental
Indenture or any of the terms or provisions hereof, (b) the proper authorization
hereof by the Company by corporate action or otherwise, (c) the due execution
hereof by the Company, (d) the consequences (direct or indirect and whether
deliberate or inadvertent) of any amendment herein provided for, and the Trustee
makes no representation with respect to any such matters and (e) the validity or
sufficiency of the Solicitation or the consent solicitation materials or
procedure in connection therewith.
SECTION 2.08 TIA CONTROLS.
If any provision of this Supplemental Indenture limits, qualifies or
conflicts with another provision that is required to be included in this
Supplemental Indenture by the TIA, the required provision of the TIA shall
control.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first written above.
COMPANY:
LOUISIANA CASINO CRUISES, INC.
By: \S\ Xxx X. Xxxxxxx
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Xxx X. Xxxxxxx President and
Vice Chairman of the Board of Directors
TRUSTEE:
U.S. BANK TRUST NATIONAL ASSOCIATION
as Trustee
By: \S\ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
Relationship Specialist
