1
Exhibit 4.15
--------------------------------------------------------------------------------
---------------------------------
AMENDMENT NO. 1 TO
SECOND PLEDGE AGREEMENT
---------------------------------
From
XXXX XXXXXX
B&O DEVELOPMENT LIMITED PARTNERSHIP
JBB GAMING INVESTMENTS, L.L.C.
in Favor of
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.
---------------------------------
Dated as of May 11, 1999
--------------------------------------------------------------------------------
2
AMENDMENT NO. 1 TO SECOND PLEDGE AGREEMENT, dated as of May 11, 1999, from
XXXX XXXXXX, B&O DEVELOPMENT LIMITED PARTNERSHIP and JBB GAMING INVESTMENTS,
L.L.C. ( collectively referred to herein as the "Pledgors") in favor of 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 Pledgors have heretofore executed and delivered a Second
Pledge Agreement dated as of October 10, 1995 (the "Pledge Agreement"),
providing that the Pledgors pledge for the ratable benefit of the Holders of the
Senior Notes a security interest in the Pledged Collateral;
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 Pledge Agreement 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 Pledgors now desire to amend the Pledge Agreement pursuant
to and in accordance with the provisions of Section 10 thereof to give effect to
the Amendments and Waivers; and
WHEREAS, the execution and delivery of this Amendment No. 1 to the Pledge
Agreement (this "Amendment") has been authorized by the Pledgors.
-1-
3
NOW, THEREFORE, in consideration of the above premises, the Pledgors
hereby agree, 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 8.1 (Limitation on Liens).
Section 8.1 is hereby deleted in its entirety.
Section 1.2 Amendments to Section 8.2 (Continuous Perfection).
Section 8.2 is hereby deleted in its entirety.
Section 1.3 Waiver.
The Holders waive compliance by the Pledgors with any provisions of
the Pledge Agreement, 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 Pledge Agreement, may
not be waived without the consent of each Holder of Senior Notes that remain
outstanding.
-2-
4
ARTICLE II
MISCELLANEOUS
Section 2.1 Amendment Controls. To the extent of any inconsistency,
ambiguity or conflict between the terms of the Pledge Agreement 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 Pledge
Agreement 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 Pledgors.
-3-
5
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.
/s/ Xxxx X. Xxxxxx
------------------------------
XXXX X. XXXXXX
B&O DEVELOPMENT LIMITED
PARTNERSHIP
By: B&O DEVELOPMENT, INC.
its general partner
By: /s/ Xxxx X. Xxxxxx
--------------------------
Name:
Title:
JBB GAMING INVESTMENTS, L.L.C.
By: /s/ Xxxx X. Xxxxxx
--------------------------
Name:
Title:
