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EXHIBIT 4.38
AMENDMENT TO SENIOR SECURED CREDIT FACILITY NOTE PURCHASE AGREEMENT
This AMENDMENT TO SENIOR SECURED CREDIT FACILITY NOTE PURCHASE
AGREEMENT (the "Amendment") is entered into as of October 1, 1996 by and among
Horseshoe Gaming, L.L.C., a Delaware limited liability company (the "Company")
Xxxxxxxx Property Group Limited Partnership, a Mississippi limited partnership
("RPG"), Yewdale Holdings Limited ("Yewdale"), Hanwa American Corp. ("Hanwa")
and debis Financial Services, Inc. ("debis" and, together with Yewdale and
Hanwa, the "Holders").
R E C I T A L S
WHEREAS, the Company, RPG and the Holders have entered into that
certain Senior Secured Credit Facility Note Purchase Agreement dated as of
October 10, 1995 (the "Note Purchase Agreement"; all capitalized terms defined
in the Note Purchase Agreement and not otherwise defined herein shall have the
meaning given them in the Note Purchase Agreement);
WHEREAS, the Note Purchase Agreement provides for the purchase by and
issuance to debis of Additional Notes, subject to the satisfaction of specified
conditions precedent;
WHEREAS, the Note Purchase Agreement establishes the rate of interest
to be paid on the Notes (including the Additional Notes);
WHEREAS, the parties desire to amend the Note Purchase Agreement (and,
to the extent appropriate, the other Operative Documents) to modify the
provisions with respect to the purchase and issuance of the Additional Notes,
to alter the rate of interest to be paid on the Notes as of and from the date
of this Amendment, and to revise the Note Purchase Agreement in certain other
respects;
NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereby agree as follows:
1. The Note Purchase Agreement is hereby amended by deleting
Section 1.2(b) in its entirety and substituting therefor the following Section
1.2(b):
(b) Subject to the conditions set forth in this
paragraph, debis agrees to purchase, at the Company's election, up to
an additional aggregate $50 million principal amount of Notes (the
"Additional Notes") on one or more, but not to exceed four, Additional
Closing Dates (the
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"Additional Closing Commitment"). The closing of debis' purchase of
the Additional Notes, or any portion thereof if less than the entire
amount is purchased at one closing (each, an "Additional Closing" or
an "Additional Closing Date") shall be held at the offices of Xxxxxxxx
& X'Xxxxx, LLP, at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, or at such
other place as the parties hereto mutually may agree, on such dates
from April 1, 1997 through August 31, 1997, inclusive, as are selected
by the Company, subject to the following conditions in respect of each
Additional Closing Date:
(i) The Company shall have given debis
written notice not less than ten (10) Business Days in advance of the
Additional Closing Date.
(ii) The representations and warranties
of the Company set forth in this Agreement shall be true and correct
on and as of such Additional Closing Date except to the extent that
such representations and warranties by their terms speak as of an
earlier date, in which case such representations and warranties shall
be true and correct as of such earlier date, and no Default or Event
of Default shall have occurred hereunder and no Default or Event of
Default would occur hereunder upon the issuance of the Notes on such
Additional Closing Date.
(iii) There shall not have occurred and be
continuing any Material Adverse Change.
(iv) All the conditions of closing set
forth in Section 3 shall have been satisfied on such Additional
Closing Date in respect of the Company and its Subsidiaries (provided,
however, that the conditions set forth in Sections 3.2, 3.14(b),
3.14(d) and 3.14(e) shall be deemed to have been satisfied on such
Additional Closing Date if such condition shall have been satisfied
not more than one year prior to such Additional Closing Date).
(v) To the extent that the Company makes
an HE Intercompany Senior Loan and/or an RPG Intercompany Senior Loan
from the proceeds of the issuance of Additional Notes at such
Additional Closing, HE and/or RPG, as the case may be, shall have
issued to the Company an HE Intercompany Senior Note or an RPG
Intercompany Senior Note, respectively, evidencing such loan; the sum
of the amounts of any such HE Intercompany Senior Loan, any such RPG
Intercompany Senior Loan and the amount of any proceeds of such
Additional Notes deposited by the Company in the Excess Proceeds
Escrow Account on such
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Additional Closing Date shall be at least equal to the principal
amount of the Additional Notes purchased by debis on such Additional
Closing Date.
(vi) The Intercompany Notes issued on
such Additional Closing Date shall have been secured as provided in
Section 1.3.
(vii) An update of the title policies on
the real properties securing the HE Intercompany Senior Loan and/or
the RPG Intercompany Senior Loan, as the case may be, and referred to
in Section 3.5 hereof shall have been obtained not more than one year
prior to such Additional Closing Date and shall have shown no
encumbrances or liens other than Permitted Liens.
2. The Note Purchase Agreement is hereby amended by deleting
Section 1.2(d) in its entirety and substituting therefor the following:
(d) [INTENTIONALLY OMITTED]
3. The Note Purchase Agreement is hereby amended by deleting the
second sentence of Section 1.3(c) in its entirety.
4. The Note Purchase Agreement is hereby amended by deleting
Section 1.3(g) in its entirety and substituting therefor the following:
(g) [INTENTIONALLY OMITTED]
5. The Note Purchase Agreement is hereby amended by deleting
Section 1.4 (a) in its entirety and substituting therefor the following Section
1.4(a):
(a) On the Initial Closing Date, the Company
shall make a loan of up to $82 million to HE and thereafter the Company may
from time to time make additional loans to HE (each such loan being an "HE
Intercompany Senior Loan"). The HE Intercompany Senior Loans shall be
evidenced by one or more HE Intercompany Senior Notes substantially in the form
attached hereto as Exhibit L. HE will use the entire proceeds of the HE
Intercompany Senior Loan made on the Initial Closing Date to repay Indebtedness
incurred by it pursuant to the Previous Senior Secured Note Purchase Agreement,
the Subordinated Note Purchase Agreement, the HE Partner Loans and the HE/debis
Loan Agreement, to pay debt issuance costs and to fund the expansion of
existing facilities.
6. The Note Purchase Agreement is hereby amended by deleting
Section 1.4(b) in its entirety and substituting therefor the following Section
1.4(b):
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(b) On the Initial Closing Date, the Company
shall make a loan of up to $74.5 million to RPG and thereafter the Company may
from time to time make additional loans to RPG (each such loan being an "RPG
Intercompany Senior Loan"). The RPG Intercompany Senior Loans shall be
evidenced by one or more RPG Intercompany Senior Notes substantially in the
form attached hereto as Exhibit M. RPG will use the entire proceeds of the RPG
Intercompany Senior Loan made on the Initial Closing Date to repay Indebtedness
incurred by it pursuant to the Previous Senior Secured Note Purchase Agreement,
the Subordinated Note Purchase Agreement, the RPG Partner Loans and the
RPG/debis Loan Agreement, to pay debt issuance costs, to repay an intercompany
loan from HE and to fund the expansion of existing facilities.
7. The Note Purchase Agreement is hereby amended by deleting
Section 1.4(c) in its entirety and substituting therefor the following Section
1.4(c):
(c) On each Additional Closing Date, the Company
shall use the entire proceeds from the sale of Additional Notes on
such Additional Closing Date as follows: (i) to make a loan or loans
to HE and/or RPG; and (ii) to deposit the balance of such proceeds in
the Excess Proceeds Escrow Account, provided that the Company shall
withdraw the proceeds of Additional Notes from the Excess Proceeds
Escrow Account only to make one or more loans to HE and/or to RPG.
8. The Note Purchase Agreement is hereby amended by deleting
Section 3.A in its entirety and substituting therefor the following Section
3.A:
A. Your obligation to purchase and pay for the
Notes to be purchased by you on the Closing Date (or any Additional
Closing Date) shall be subject to the satisfaction on or before the
Closing Date (or the Additional Closing Date) of the conditions
hereinafter set forth. For purposes of determining whether the
conditions of this Section 3 have been satisfied with respect to such
Additional Closing, references herein to the "Closing Date" and the
"Closing" shall be deemed references to an "Additional Closing Date"
and an "Additional Closing," and reference to "you" shall be deemed
references to "debis," provided that (i) the originals of all
Intercompany Notes shall be delivered to the person designated by the
Majority Noteholders as described in Section 3.8(3), and copies
thereof shall be delivered to each Noteholder; (2) originals of all
insurance certificates and all Operative Documents (other than the
Additional Notes, the Intercompany Notes, the Xxxxxxxx County
Mortgage, the Assignment of Xxxxxxxx County Mortgage, and the HIND
Intercompany Senior Note) shall have been delivered to each
Noteholder; and (3) copies of all other documents required to be
delivered in connection with such Additional Closing shall be
delivered to each Noteholder.
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9. The Note Purchase Agreement is hereby amended by deleting
Section 3.8(2) in its entirety and substituting therefor the following Section
3.8(2):
(2) On each Additional Closing Date, the HG
Pledge Agreement shall be in full force and effect. On each
Additional Closing Date you shall have received Intercompany Notes
from HE and/or RPG which in the aggregate evidence the excess of the
amount of Notes purchased by debis on such Additional Closing Date
over the amount of proceeds deposited in the Excess Proceeds Escrow
Account by the Company on such Additional Closing Date.
10. The Note Purchase Agreement is hereby amended by deleting
Section 3.8(3) in its entirety and substituting therefor the following Section
3.8(3):
(3) The Majority Noteholders shall determine who
shall hold the HE Intercompany Senior Note, the RPG Intercompany
Senior Note and the other Intercompany Notes as secured party on
behalf of all of the Purchasers.
11. The Note Purchase Agreement is hereby amended by deleting
Section 3.10 in its entirety and substituting therefor the following Section
3.10:
Section 3.10 Insurance. You shall have received
certificates evidencing the insurance required by this Agreement in
respect of the real estate underlying the Bossier City Mortgage and
real estate underlying the Tunica County Deed of Trust together with
loss payable endorsements in your favor under all such insurance
policies.
12. The Note Purchase Agreement is hereby amended by deleting
Section 3.13(2) in its entirety and substituting therefor the following Section
3.13(2):
(2) On each Additional Closing Date, the Company
and each Subsidiary that receives proceeds from the issuance of
Additional Notes on such Additional Closing Date shall have obtained
all required consents, approvals and authorizations, and you shall
have received a certificate of the Company and each such Subsidiary,
as applicable, signed by an executive officer, dated the Additional
Closing Date, to such effect.
13. The Note Purchase Agreement is hereby amended by deleting
Section 3.14(i) in its entirety and substituting therefor the following Section
3.14(i):
(i) On each Additional Closing Date similar
documents, as appropriate, shall have been delivered to debis with
regard to the
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Company and HE and/or RPG, if applicable, in respect of the sale of
Additional Notes on such Additional Closing Date.
14. The Note Purchase Agreement is hereby amended by deleting
Section 4.1 in its entirety and substituting therefor the following Section
4.1:
Section 4.1. Interest. The Notes shall bear interest from
the Initial Closing Date (or, if later, the date of their issuance) to
and including September 30, 1996, at the rate per annum equal to the
greater of (a) 10.00% or (b) three-month LIBOR plus 2.50%. The Notes
shall bear interest on and after October 1, 1996, at a rate per annum
equal to the sum of six-month LIBOR plus 3.00%. Such interest rate
for each quarterly or semi-annual period shall be set on the first day
of such period and shall be applicable to that period. Interest will
be payable quarterly on each March 31, June 30, September 30 and
December 31 to the registered Holders of the Notes at the close of
business on March 15, June 15, September 15 and December 15,
respectively, immediately preceding the next payment date. Such
interest payments shall commence on December 31, 1995, with respect to
Notes other than Additional Notes, and with respect to Additional
Notes shall commence on the last day of the fiscal quarter following
the fiscal quarter in which the sale of such Additional Notes to debis
shall have occurred. Interest shall be computed on the basis of a
360-day year of twelve 30-day months. The Company shall pay principal
and interest to each registered Holder of the Notes in the manner
provided in Schedule I hereto under the name of such Holder.
15. The Note Purchase Agreement is hereby amended by deleting from
Section 4.7(a) the word "Senior" the one time that such word appears therein.
16. The Note Purchase Agreement is hereby amended by deleting
Section 6.21 in its entirety and substituting therefor the following Section
6.21:
Section 6.21. Escrow Agreement. As of the Initial Closing
Date, the Company shall place in the Excess Proceeds Escrow Account,
to be administered by an independent escrow agent pursuant to the
Excess Proceeds Escrow Agreement, an amount equal to the remainder of
(a) the aggregate proceeds of the sale of the Notes (other than the
Additional Notes) and the Senior Notes (other than the Senior Notes
sold upon exercise of the Warrants), less (b) the amount of such
proceeds being loaned to RPG and HE on the Initial Closing Date less
(c) without duplication, amounts used to repay certain indebtedness of
RPG and HE and certain transaction fees and less (d) $5 million to be
retained by the Company for working capital (such remainder is
estimated to be
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approximately $31 million and is herein referred to as the "Initial
Excess Proceeds"). The proceeds from the sale of Senior Notes upon
exercise of the Warrants (the "Warrant Proceeds") shall also be placed
in the Excess Proceeds Escrow Account. The remainder of (a) the
proceeds from the sale of Additional Notes, less (b) the amount of
such proceeds loaned to HE or RPG on the respective Additional Closing
Date (the "Additional Excess Proceeds") shall also be placed in the
Excess Proceeds Escrow Account. (The Initial Excess Proceeds, the
Warrant Proceeds and the Additional Excess Proceeds are herein
referred to together as the "Excess Proceeds"). The Excess Proceeds
Escrow Agreement will restrict the use of the Excess Proceeds to the
development by the Company of New Projects and the repayment of
Indebtedness of the Company and its Subsidiaries. Notwithstanding the
foregoing, the Additional Excess Proceeds shall only be used by the
Company to make Intercompany Loans to HE and/or to RPG for the
expansion and renovation of, and construction of additional facilities
in connection with, the Horseshoe Bossier City Casino and/or the
Horseshoe Tunica Casino, respectively. The Company and RPG shall
comply in all material respects with the terms of the Excess Proceeds
Escrow Agreement.
17. The Note Purchase Agreement is hereby amended by deleting from
Section 7.1 the following terms and their respective definitions: "Additional
Closing Commitment Period" and "Additional Commitment Notice."
18. The Note Purchase Agreement is hereby amended by deleting from
Section 7.1 the term "LIBOR" and its definition and substituting therefor the
following:
"LIBOR" shall mean: (a) with respect to each period described
in Section 4.1 and ending prior to October 1, 1996, the offered rate
per annum on such date of determination in the London Interbank market
for deposits in U.S. dollars of amounts equal or comparable to the
then outstanding aggregate principal amount of the Notes for a
three-month term; and (b) with respect to each period described in
Section 4.1 and ending after September 30, 1996, the offered rate per
annum in the London Interbank market for deposits in U.S. dollars of
amounts equal or comparable to the then outstanding aggregate
principal amount of the Notes for a period of six months appearing on
the Telerate Page 3750 as of 11:00 a.m. London time two London banking
days prior to the first day of such period.
19. The Note Purchase Agreement is hereby amended by deleting from
Section 7.1 the term "New Project Subsidiary" and its definition and
substituting therefor the following:
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"New Project Subsidiary" shall mean the Subsidiary of the
Company, including without limitation HE and RPG, that owns the Company's
interest in any New Project.
20. The Note Purchase Agreement is hereby amended by deleting from
Section 7.1 the term "Notes" and its definition and substituting therefor the
following:
"Notes" shall have the meaning ascribed thereto in Section 1.1
and shall include the Additional Notes and all other Notes sold
pursuant to Section 1.2(e) or Section 6.9(g).
21. The Note Purchase Agreement is hereby amended by deleting from
Section 8.1J the four phrases "the Xxxxxxxx County Mortgage, if applicable,"
"the Assignment of Xxxxxxxx County Mortgage, if applicable," "or the mortgaged
property of HIND, as described in the Xxxxxxxx County Mortgage," and "the
Xxxxxxxx County Preferred Ship Mortgage" the one time that each such phrase
appears therein.
22. The Note Purchase Agreement is hereby amended by replacing,
effective as of the date of this Amendment, Schedule II and Schedule 2(u) to
the Note Purchase Agreement with Schedule II and Schedule 2(u), respectively,
to this Amendment. The Company may hereafter replace, revise or supplement
each Schedule to the Note Purchase Agreement by delivering notice to the
Holders of such replacement, revision or supplement in accordance with Section
14.4.
23. In accordance with the action heretofore taken by Worldwide
Gaming L.L.C. to change its name to JBB Gaming Investments, L.L.C, each
reference to Worldwide Gaming L.L.C. in the Note Purchase Agreement or the
other Operative Documents shall be deemed to be references to JBB Gaming
Investments, L.L.C.
24. The Senior Secured Credit Facility Notes due September 30,
1999 heretofore issued to the Holders, and the form of the Senior Secured
Credit Facility Notes due September 30, 1999 to be issued hereafter pursuant to
the Note Purchase Agreement are each hereby amended by deleting from the first
paragraph thereof (immediately following the capitalized legends thereon) the
last seventy-four (74) words of the first sentence (commencing with the words
"at the rate per annum...") and the second sentence in its entirety (concluding
with the words "... applicable to that quarterly period.") and substituting
therefor the following:
from October 10, 1995 (or, if later, the date of their issuance) to
and including September 30, 1996 at the rate per annum equal to the
greater of (a) 10.00% or (b) three month LIBOR (as defined in the Note
Purchase Agreement) plus 2.50%, and from and after October 1, 1996
(or, if later, the date of their issuance), at a rate per annum equal
to the sum of six
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month LIBOR plus 3.00%, payable quarterly in arrears on each March 31,
June 30, September 30 and December 31 of each year, commencing
December 31, 1995, until said principal amounts shall have become due
and payable, plus additional interest payable as and when set forth in
the Note Purchase Agreement. The interest rate for each quarterly or
semi-annual period shall be set on the first day of each such period
and shall be applicable to such period.
25. Upon the execution and delivery of this Amendment by each of
the parties hereto, the Company shall pay to each Holder a restructuring fee
equal to six-tenths of one percent (0.6%) of the outstanding principal balance
as of October 1, 1996, of the Notes held by such Holder plus the Additional
Closing Commitment of such Holder, equal to $133,673.14 in the case of Hanwa,
equal to $125,318.57 in the case of Yewdale and equal to $516,826.55 in the
case of debis.
26. Except as specifically provided in this Amendment, the Note
Purchase Agreement shall remain in full force and effect, without modification.
To the extent that any terms or provisions of this Amendment conflict with the
terms or provisions of the Note Purchase Agreement, the terms and provisions of
this Amendment shall control. This Amendment is effective, upon the execution
hereof by each of the parties hereto, as of October 1, 1996.
27. This Amendment shall be governed by and construed and
interpreted in accordance with the laws of the State of New York.
28. This Amendment may be executed in any number of counterparts
by the parties hereto, each of which counterparts when so executed shall be an
original, but all such counterparts taken together shall constitute one and the
same instrument.
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IN WITNESS WHEREOF, the parties have duly executed and delivered this
Amendment as of the date first above written.
HORSESHOE GAMING, L.L.C.
By: Horseshoe Gaming, Inc.,
its sole manager
By:
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Treasurer
XXXXXXXX PROPERTY GROUP
LIMITED PARTNERSHIP
By: Horseshoe G.P., Inc., its general partner
By:
---------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Treasurer
YEWDALE HOLDINGS LIMITED
By:
---------------------------------------------
Name:
Title:
HANWA AMERICAN CORP.
By:
----------------------------------------------
Name:
Title:
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DEBIS FINANCIAL SERVICES, INC.
By:
----------------------------------
Name:
Title:
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SCHEDULE II
OWNERSHIP OF THE COMPANY AND ITS SUBSIDIARIES
I. Ownership of the Company
See Exhibit A attached to this Schedule II.
II. Ownership of Horseshoe GP, Inc.
The Company owns 100% of Horseshoe GP, Inc. ("HGP")
III. Ownership of NGCP
The Company owns 99% of NGCP as a limited partner and HGP owns 1%
of NGCP as a general partner.
IV. Ownership of HE
NGCP owns 89% of HE as the sole general partner and 2.92% of HE as
a limited partner, August Xxxxx owns 3% of HE as a limited partner,
Xxxxxxxxx Xxxxx owns 4.58% of HE as a limited partner and Xxxxxxx
Xxxxx owns 0.50% of HE as a limited partner. NGCP has entered
into an option agreement to acquire an additional 1% interest in HE
as a limited partner.
V. Ownership of RPG
The Company owns 99% of RPG as a limited partner and HGP owns 1% of
RPG as a general partner.
VI. Ownership of HIND
The Company owns 50% of the membership interests of HIND and Xxxx
Xxxxxx and B&O own the remainder of the membership interests of
HIND (subject to the Company's option to acquire such membership
interests). The Company is the manager of HIND. Thirty percent of
the membership interests of HIND are available for issuance to
local partners and senior management of HIND. Upon issuance, the
Company's percentage ownership of HIND will be diluted on a ratable
basis with the interests of Xxxx Xxxxxx and B&O.
VII. Ownership of Horseshoe Ventures
JBB Gaming Investments, L.L.C. owns 20% of the membership interests
of Horseshoe Ventures and the Company owns 80% of the membership
interests of Horseshoe Ventures and is the manager thereof.
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VIII. Ownership of Red Oak Insurance Company Ltd.
The Company owns 100% of Red Oak Insurance Company Ltd.
Convertible Securities, Warrants, Options, Rights to Purchase,
Calls, etc.
Warrants
Yewdale Holdings Limited ("Yewdale") holds warrants to
purchase membership interests in the Company. Upon exercise
of such warrants and the payment of the exercise price to the
Company, the Company shall distribute such payment to HGI in
consideration for HGI's agreement to reduce its membership
interest by the amount purchased under such warrants.
Employment Agreements
1. HGI and Xxxx Xxxxxxx Xxxxx have entered into a put/call option
pursuant to an employment agreement dated October 1, 1995 by and
among HGI and Xxxx Xxxxxxx Xxxxx.
2. Xxxx Xxxxxxxx and RPG have entered into a put/call option pursuant
to an employment agreement dated October 31, 1993 by and among RPG
and Xxxx Xxxxxxxx.
3. Xxxx Xxxx and HE have entered into a put/call option pursuant to an
employment agreement dated October 31, 1994 by and among HE and
Xxxx Xxxx.
4. Xxxxxx X. Xxxxxxx and the Company have entered into a put/call
option pursuant to an employment agreement dated July 20, 1995 by
and among the Company and Xxxxxx X. Xxxxxxx.
5. Xxxxxx XxXxxxx and RPG have entered into a put/call option pursuant
to an employment agreement dated June 7, 1994 by and among RPG and
Xxxxxx XxXxxxx.
6. Xxxx Xxxxxxxxx and HGI have entered into a put/call option pursuant
to an employment agreement dated October 1, 1995 by and among HGI
and Xxxx Xxxxxxxxx.
7. Xxxxxxx Xxxxxx and HE have entered into a put/call option pursuant
to an employment agreement dated February 1, 1994 by and among HE
and Xxxxxxx Xxxxxx.
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8. HGI and Xxxx Border have entered into a put/call option pursuant to
an employment agreement dated July 1, 1996 by and between HGI and
Xxxx Border.
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EXHIBIT A to Schedule II
HORSESHOE GAMING, L.L.C. MEMBERS
PERCENTAGE
NAME UNITS INTEREST
---- ----- ------------
HORSESHOE GAMING, INC 30,715,128 30.531675%
XXXX X. XXXXXX 17,366,247 17.262523%
G.A. XXXXXXXX, III 1,158,897 1.151975%
XXXXXXXX PROPERTY GROUP, INC 231,779 0.230395%
XXX X. XXXXXXX TRUST
Xxxxx Xxxxxx, Trustee 3,277,941 3.258363%
FANCY XXX XXXXXXX TRUST
Xxxxx Xxxxxx, Trustee 3,277,941 3.258363%
XXXXX XXXXXXXXXXX XXXXXXX TRUST,
Xxxxx Xxxxxx, Trustee 3,277,941 3.258363%
XXXXXX XXXXXX XXXXXXX TRUST,
Xxxxx Xxxxxx, Trustee 3,277,941 3.258363%
BEN XXXX XXXXXXX TRUST,
Xxxxx Xxxxxx Trustee 3,277,941 3.258363%
XXXXX X'XXXXX TRUST,
Xxxxx Xxxxxxx, Trustee 3,277,941 3.258363%
XXXXXX X'XXXXX TRUST,
Xxxxx Xxxxxxx, Trustee 3,277,941 3.258363%
XXXXX XXXXXX 289,724 0.287994%
XXXXXX XXXXXXX 144,862 0.143997%
XXXX XXXXXXXX 434,586 0.431990%
XXXXX X. XXXXXX LIVING TRUST,
Xxxxx X. Xxxxxx, Trustee 1,577,967 1.568542%
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PERCENTAGE
NAME UNITS INTEREST
---- --------- ---------
THE ALANIS FAMILY PARTNERSHIP 3,155,935 3.137085%
ONYX PARTNERS, INC 97,461 0.096879%
XXXX XXXXXXX XXXXX 1,316,203 1.308342%
XXXXX XXXXXXX 525,989 0.522847%
XXXXXX XXXXXXX 525,989 0.522847%
XXXX XXXXXXX 525,989 0.522847%
XXX XXXXXXX 525,989 0.522847%
XXXX XXXX 131,497 0.130712%
XXXXX XXXXX 2,103,957 2.091391%
XXXXXXXX XXXX 631,986 0.628212%
XXX X. XXXXXXX TRUST,
Peri Xxxx Xxxxxx, Trustee 945,059 0.939414%
FANCY XXX XXXXXXX TRUST,
Peri Xxxx Xxxxxx, Trustee 945,059 0.939414%
XXXXX XXXXXXXXXXX XXXXXXX TRUST,
Peri Xxxx Xxxxxx, Trustee 945,059 0.939414%
XXXXXX XXXXXX XXXXXXX TRUST,
Peri Xxxx Xxxxxx, Trustee 945,059 0.939414%
XXXXX X'XXXXX TRUST,
Peri Xxxx Xxxxxx, Trustee 945,059 0.939414%
XXXXXX X'XXXXX TRUST,
Peri Xxxx Xxxxxx, Trustee 945,059 0.939414%
BEN XXXX XXXXXXX TRUST,
Peri Xxxx Xxxxxx, Trustee 945,059 0.939414%
XXXXXX XXXXXXX TRUST,
Peri Xxxx Xxxxxx, Trustee 945,059 0.939414%
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PERCENTAGE
NAME UNITS INTEREST
---- ----- ------------
XXXXXX XXXXXX TRUST,
Peri Xxxx Xxxxxx, Trustee 189,013 0.187884%
XXXXX XXXXXX TRUST,
Peri Xxxx Xxxxxx, Trustee 189,013 0.187884%
XXXX XXXXXX TRUST,
Peri Xxxx Xxxxxx, Trustee 189,013 0.187884%
KEY FECHSER 189,013 0.187884%
XXXXX XXXXXXX 189,013 0.187884%
XXXXX XXXXXXX 189,013 0.187884%
XXXXXX XXXXX 378,025 0.375767%
PERI XXXX XXXXXX 378,025 0.375767%
XXXX XXXXXXXXX 750,734 0.746250%
XXXXXXX XXXXXX 236,265 0.234854%
POST BALANCED FUND, L.P. 350,861 0.348765%
CAPITAL FUND FOUNDATION 87,715 0.087191%
XXXXXXX X. XXXXXXXXX CHARITABLE REMAINDER
UNITRUST, Xxxxxxx Xxxxxxxxx, Trustee 29,238 0.029063%
JANLESS CORP 389,846 0.387518%
ALPINE ASSOCIATES, A LIMITED PARTNERSHIP 97,461 0.096879%
XXXXXX XXXXXXXXX 2,513,093 2.498083%
XXXXXX XXXXXXX 1,285,784 1.278104%
XXXX XXXXXXX 500,489 0.497500%
XXXX BORDER 503,004 0.500000%
TOTAL: 100,600,862 100.000000%
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SCHEDULE 2(u)
Employee Benefit Plans
1. RPG, HE and Horseshoe Gaming, Inc., as the Manager of the Company
(collectively, the "Entities") each maintain several welfare employee
benefit plans. Such plans provide health insurance, life insurance,
dental insurance, and vision insurance. The employees have the option
to purchase additional insurance life, cancer, and disability. Based
on certain contractual agreements with executives, the Entities
provide bonuses based on profitability. The Entities are also
obligated to provide severance benefits pursuant to certain employment
contracts. Certain of those individuals are also entitled to deferred
compensation benefits.
2. Each of the Entities maintains a Section 125 Cafeteria Plan.
3. Each of the Entities has established a Section 401(k) plan in which
its employees may participate. These plans are IRS-approved prototype
plans maintained by Xxxxxxx.
4. The Entities provide vacation benefits.
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