EXHIBIT 10.2
PRESIDENT CASINOS, INC.
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SUPPLEMENTAL INDENTURE
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with respect to:
$75,000,000
13% Senior Notes due September 15, 2001
Issued August 26, 1994
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UNITED STATES TRUST COMPANY OF NEW YORK
Trustee and Securities Intermediary
FIRST SUPPLEMENTAL INDENTURE, dated as of November 22, 2000 (the
"Supplement") between President Casinos, Inc., (f/k/a President Riverboat
Casinos, Inc.) (the "Company"), PRC Holdings Corporation, PRC Management,
Inc., PRCX, Inc., President Riverboat Casino-Philadelphia, Inc., P.R.C.
Louisiana, Inc., Vegas Vegas, Inc., President Riverboat Casino-New York, Inc.,
President Mississippi Charter Corp., President Riverboat Casino-Missouri,
Inc., President Riverboat Casino-Mississippi, Inc., President Riverboat
Casino-Iowa, Inc., TCG/Blackhawk, Inc., President Casino New Yorker, Inc., and
The Xxxxxxxx Group, L.P., (the "Subsidiary Guarantors") and United States
Trust Company of New York, as Trustee (the "Trustee"), for the Company's 13%
Senior Notes due September 15, 2001 (the "Securities") and as the Securities
Intermediary hereunder (the "Securities Intermediary").
The Company and the Subsidiary Guarantors have heretofore executed and
delivered to the Trustee an Indenture, dated as of August 26, 1994 (the
"Indenture"), under which the Securities in the aggregate principal amount of
$100,000,000 were issued and of which $75,000,000 in aggregate principal
amount are currently outstanding. Capitalized terms used herein but not
defined herein shall have the meaning ascribed to them in the Indenture.
The Indenture provides that the Company, the Subsidiary Guarantors and the
Trustee may amend the Indenture without the consent of any Securityholder to
make any change that does not adversely affect any Securityholder's legal
rights under the Indenture.
NOW, THEREFORE, the parties agree as follows for their mutual benefit and
for the for the equal and proportionate benefit of all Holders of the
Securities:
1. The Indenture shall be amended to include a Section 6.12 as follows:
"Section 6.12 Certificates of Deposit
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(a) Concurrently with the execution and delivery of this Supplement, United
States Trust Company of New York (the "Securities Intermediary") shall
establish and maintain, as a securities intermediary, a securities account
(the "Account") in the name of the Trustee, as the entitlement holder of the
Account. Concurrently therewith, the Company shall deliver to the Securities
Intermediary, the certificates of deposit identified in Annex 1 hereto (the
"Certificates of Deposit") which the Securities Intermediary shall credit to
the Account.
(b) The Trustee hereby instructs the Securities Intermediary to take
(unless the Trustee hereafter issues a contrary or alternative entitlement
order) the following actions at the following times:
(i) On November 30, 2000, receive payment on Certificate of Deposit
number 3569803493 upon maturity and on the next day transfer the money
received therefrom to the Trustee's account number 00000000 in immediately
available funds.
(ii) On November 30, 2000, obtain payment on Certificate of Deposit
number 3569803495 upon maturity and on the next day transfer the money
received therefrom to the Trustee's account number 00000000 in immediately
available funds.
(iii) On March 14, 2001, obtain payment on Certificate of Deposit number
3569803497 and on the next day transfer the money received therefrom to the
Trustee's account number 00000000 in immediately available funds.
(c) On the day after the date of receipt:
(i) without prejudice to the rights of any Securityholder, the Trustee
shall pay out the funds received under Section 6.12(b)(i) to the
Securityholders for amounts due and unpaid on the Securities for the interest
payments due March 15, 2000 and September 15, 2000, without default interest;
(ii) the Trustee shall apply the funds received under Section 6.12(b)(ii)
to redeem Securities in accordance with Article 3; and
(iii) the Trustee shall pay out the funds received under Section
6.12(b)(iii) to make the interest payment due on the Securities. If the March
15, 2001 interest payment is satisfied in full with the funds received under
Section 6.12(b)(iii), excess funds, if any, shall be invested in the Trustee's
Excelsior Government Money Fund and applied to pay interest payments due
September 15, 2001. This section 6.12(c) does not in any way alter the
Company's obligation to make interest payments due March 15, 2001.
(d) The Securities Intermediary agrees that it will maintain the Account
as a securities account of which the Trustee is the entitlement holder, that
it will credit all such cash, Certificates of Deposits (or security
entitlements with respect to any securities account to which the Certificates
of Deposit have been credited) and proceeds thereof to the Account and treat
the same as financial assets, that all instruments or other property
representing or evidencing the foregoing shall be payable to order of, or
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registered in the name or indorsed to, the Securities Intermediary and that
its "securities intermediary's jurisdiction" (as defined in the Uniform
Commercial Code in effect in the State of New York) is the State of New York.
The Securities Intermediary shall perform its duties under this Section 6.12
in accordance with the requirements applicable to, and subject to the
limitations of the duties of, a securities intermediary under the Uniform
Commercial Code as in effect in the State of New York.
(e) The Trustee agrees that it will hold (and indicate in its books and
records that it holds) its security entitlement with respect to the Account in
trust for the benefit of itself and the Securityholders.
(f) The Company consents to the foregoing and hereby grants to the
Trustee a security interest in all of its right, title and interest, if any,
in and to the Account, the financial assets credited or to be credited to the
Account and the security entitlement with respect to the Account."
2. Effective Date of This Supplement.
This Supplement shall be effective as of the date first written above.
3. Indenture Ratified.
The Indenture is amended solely as hereby expressly provided, and the
Indenture, as so amended is in all respects ratified and confirmed, and all
the terms, provisions and conditions thereof, as so amended, shall be and
remain in full force and effect.
4. Counterparts.
This Supplement may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute but one
and the same instrument.
5. Governing Law.
This Supplement shall be governed by and construed in accordance with the
law of the State of New York, without regard to the conflict of laws
provisions thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
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UNITED STATES TRUST COMPANY OF NEW YORK,
as the Trustee
By: /s/ Xxxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxx
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Title: Assistant Vice President
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UNITED STATES TRUST COMPANY OF NEW YORK,
as the Securities Intermediary
By: /s/ Xxxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxx
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Title: Assistant Vice President
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PRESIDENT CASINOS, INC. (f/k/a President
Riverboat Casinos, Inc.)
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Title: President & COO
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PRC HOLDINGS CORPORATION
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Title: President & COO
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PRC MANAGEMENT, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Title: President & COO
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PRCX, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Title: President & COO
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PRESIDENT RIVERBOAT CASINO-
PHILADELPHIA, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Title: President & COO
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P.R.C. LOUISIANA, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Title: President & COO
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VEGAS VEGAS, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Title: President & COO
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PRESIDENT RIVERBOAT CASINO-NEW YORK, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Title: President & COO
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PRESIDENT MISSISSIPPI CHARTER CORP.
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Title: President & COO
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PRESIDENT RIVERBOAT CASINO-MISSOURI, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Title: President & COO
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PRESIDENT RIVERBOAT CASINO-
MISSISSIPPI, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Title: President & COO
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PRESIDENT RIVERBOAT CASINO-IOWA, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Title: President & COO
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TCG/BLACKHAWK, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Title: President & COO
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PRESIDENT CASINO NEW YORKER, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Title: President & COO
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THE XXXXXXXX GROUP, L.P.
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Title: President & COO
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ANNEX 1
A. Certificate of Deposit number 3569803493 at Firstar issued to United
States Trust Company of New York in the amount of $9,737,593.89 with a
maturity date of 11/30/2000.
B. Certificate of Deposit number 3569803495 at Firstar issued to United
States Trust Company of New York in the amount of $18,726,017.27 with a
maturity date of 11/30/2000.
C. Certificate of Deposit number 3569803497 at Firstar issued to United
States Trust Company of New York in the amount of $3,973,650.26 with a
maturity date of 03/14/2001.
