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Exhibit 4.22
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AMENDMENT NO. 1 TO
SECOND DEED OF TRUST, SECURITY AGREEMENT AND
ASSIGNMENT OF LEASES AND RENTS
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From
XXXXXXXX PROPERTY GROUP. LIMITED PARTNERSHIP
to
XXXXX X. XXXXXX, XX.
for the benefit of
HORSESHOE GAMING, L.L.C. AND
UNITED STATES TRUST COMPANY OF NEW YORK
FOR THE RATABLE BENEFIT OF
THE HOLDERS OF
12.75% SENIOR NOTES DUE SEPTEMBER 30, 2000
ISSUED BY
HORSESHOE GAMING, L.L.C.
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Dated as of May 11, 1999
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AMENDMENT NO. 1 TO SECOND DEED OF TRUST, SECURITY AGREEMENT AND ASSIGNMENT
OF LEASES AND RENTS, dated as of May 11, 1999, by XXXXXXXX PROPERTY GROUP,
LIMITED PARTNERSHIP (the "Company") to XXXXX X. XXXXXX, XX. for the benefit of
HORSESHOE GAMING, L.L.C. ("Horseshoe Gaming") and UNITED STATES TRUST COMPANY OF
NEW YORK for the ratable benefit of the Holders of the 12.75% Senior Notes due
September 30, 2000 (the "Senior Notes").
RECITALS
WHEREAS, the Company has heretofore executed and delivered a Second Deed
of Trust, Security Agreement and Assignment of Leases and Rents dated as of
October 10, 1995 (the "Deed of Trust"), providing that the Company grants a
security interest in for the ratable benefit of the Holders of the Senior Notes
a security interest in the Trust Property;
WHEREAS, pursuant to an Offer to Purchase and Consent Solicitation
Statement dated April 20, 1999, Horseshoe Gaming, L.L.C. ("Horseshoe Gaming")
solicited consents to various amendments and waivers (the "Amendments and
Waivers") from the Holders of the Senior Notes to and under certain Security
Documents, including the Deed of Trust intended to increase the Horseshoe
Gaming's operating and financial flexibility and to accommodate Horseshoe
Gaming's acquisition by means of merger of the operating subsidiaries of Empress
Entertainment, Inc.;
WHEREAS, the requisite consents of the Holders of the Senior Notes have
been obtained and the Company now desires to amend the Deed of Trust; and
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WHEREAS, the execution and delivery of this Amendment No. 1 to the Deed of
Trust (this "Amendment") has been authorized on behalf of the Company by a
resolution of the Board of Directors of the General Partner of the Company.
NOW, THEREFORE, in consideration of the above premises, the Company hereby
agrees, for the equal and ratable benefit of the Holders of the Senior Notes, as
follows:
ARTICLE I
AMENDMENTS AND WAIVERS
Section 1.1 Amendment to Section 1.10 (Restrictions on Transfers and
Encumbrances).
Section 1.10 is hereby deleted in its entirety.
Section 1.2 Waiver.
The Holders waive compliance by the Company with any
provisions of the Deed of Trust, the Indenture, the Senior Notes or the other
Security Documents which would prohibit or, with the passage of time or
otherwise, be violated by, any component of the Merger (as defined in the
Agreement and Plan of Merger) and any transactions contemplated by the Agreement
and Plan of Merger, dated as of September 2, 1998, as amended, by and between
Horseshoe Gaming, and certain of its subsidiaries, and Empress Entertainment,
Inc., and certain of its subsidiaries (the "Agreement and Plan of Merger"),
including, without limiting the generality of the foregoing, the incurrence of
indebtedness to finance such transactions, the granting and priority of liens to
secure such indebtedness and the perfection of such liens. This waiver shall not
apply to any such provision which, pursuant to the Indenture or the Deed of
Trust, may not be waived without the consent of each Holder of Senior Notes that
remain outstanding.
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ARTICLE II
MISCELLANEOUS
Section 2.1 Amendment Controls. To the extent of any inconsistency,
ambiguity or conflict between the terms of the Deed of Trust and this Amendment,
this Amendment shall govern and control.
Section 2.2 Terms Defined. All capitalized terms used in this Amendment
and not otherwise defined shall have the meanings specified in the Indenture.
Section 2.3 Confirmation of Terms. Except as amended hereby, the Deed of
Trust is in all respects ratified and confirmed and all the terms shall remain
in full force and effect.
Section 2.4 Governing Law. The laws of the State of New York shall govern
this Amendment, without regard to principles of conflicts of laws.
Section 2.5 Successors. All agreements of the Company in this Amendment
shall bind its successors.
Section 2.6 Effectiveness. The provisions of this Amendment will take
effect immediately upon its execution and delivery by the Company.
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IN WITNESS WHEREOF, the party hereto has caused this Amendment to be duly
executed by its authorized officer as of the date first written above.
XXXXXXXX PROPERTY GROUP LIMITED
PARTNERSHIP
By: HORSESHOE GP, INC.,
its general partner
By: /s/ Xxxx X. Xxxxxx
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Name:
Title:
