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Exhibit 4.17
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AMENDMENT NO. 1 TO
SECOND PLEDGE AGREEMENT
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From
HORSESHOE GAMING, 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.
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Dated as of May 11, 1999
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AMENDMENT NO. 1 TO SECOND PLEDGE AGREEMENT, dated as of May 11, 1999, from
HORSESHOE GAMING, L.L.C. (the "Company") 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") issued by the Company.
RECITALS
WHEREAS, the Company has heretofore executed and delivered a Second Pledge
Agreement dated as of October 10, 1995 (the "Pledge Agreement"), providing that
the Company 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, the Company 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 Company's operating and financial flexibility
and to accommodate the Company'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 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 a resolution of the Board of
Directors of the managing member of the Company.
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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 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 Company 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
the Company, 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.
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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 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 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.
HORSESHOE GAMING, L.L.C.
By: HORSESHOE GAMING, INC., its Manager
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Chairman of the Board and Chief
Executive Officer
ACKNOWLEDGED AND ACCEPTED
THIS __ DAY OF MAY, 1999
NEW GAMING CAPITAL PARTNERSHIP
By: HORSESHOE GP, INC.
its general partner
By: /s/ Xxxx X. Xxxxxx
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Name:
Title:
XXXXXXXX PROPERTY GROUP LIMITED PARTNERSHIP
By: HORSESHOE GP, INC.
its general partner
By: /s/ Xxxx X. Xxxxxx
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Name:
Title:
HORSESHOE GP, INC.
By: /s/ Xxxx X. Xxxxxx
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Name:
Title:
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HORSESHOE VENTURES, L.L.C.
By: HORSESHOE GAMING, L.L.C.
By: HORSESHOE GAMING, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Chairman of the Board and Chief
Executive Officer
