EXHIBIT 10.53
ACKNOWLEDGMENT AND CONFIRMATION OF PLEDGE AGREEMENT
This ACKNOWLEDGEMENT AND CONFIRMATION OF PLEDGE AGREEMENT
(this "Acknowledgement") is dated as of September 29, 1998, entered into by
Elsinore Corporation ("Company"), Elsub Management Corporation ("EMC"), Palm
Springs East Limited Partnership ("PSELP" and together with the Company and EMC,
the "Pledgors") for the benefit of U.S. Bank Trust National Association, a
national association formerly known as First Trust National Association
("Trustee"), as Trustee under that certain Second Supplemental Indenture, dated
as of the date hereof (the "Second Supplemental Indenture"), by and between
Elsinore Corporation ("Company"), a Nevada corporation, the Guarantors listed
therein, and Trustee. Capitalized terms used herein without definition shall
have the same meanings herein as set forth in the Second Supplemental Indenture.
PRELIMINARY STATEMENTS
A. The Company, EMC, and Trustee entered into a certain Pledge
Agreement (the "1993 Pledge Agreement"), dated as of October 8, 1993. In the
1993 Pledge Agreement, the Company and EMC pledged to Trustee, and granted
Trustee a security interest in certain Pledged Collateral, as defined and
identified therein, to secure the "Indenture Obligations," as defined in that
certain Indenture (the "Original Indenture"), dated as of October 8, 1993, by
and among the Company, certain Guarantors named therein, and Trustee. Pursuant
to the Original Indenture, the Company issued notes in the aggregate principal
amount of $60,000,000, bearing interest at 12 1/2% with a stated maturity date
of October 1, 2000 (the "Original Notes").
B. On October 31, 1995, the Company filed a Chapter 11
bankruptcy reorganization case in the United States Bankruptcy Court for the
District of Nevada (the "Court"), Case No. 95-24685RCJ. On August 9, 1996, the
Court entered its Order Confirming Chapter 11 Plan of Reorganization (the
"Order") confirming the Plan of Reorganization (the "Plan") as identified in the
Order.
C. Pursuant to the Order and the Plan, the parties to the
Original Indenture entered into a certain Amended and Restated Indenture (the
"Indenture"), dated as of March 3, 1997 provided, among other things, for the
issuance of the Amended and Restated Notes (the "Amended and Restated Notes") in
an aggregate principal amount of $30,000,000, bearing interest at 13 1/2% with a
stated maturity date of August 20, 2001 in exchange for certain existing
Original Notes. The Indenture was later amended by the First Supplemental
Amended and Restated Indenture, dated as of September 18, 1997, among Company,
EMC, PSELP, Four Queens, Inc., and Trustee.
D. On March 3, 1997, the Pledgors and Trustee executed that
certain Amendment of 1993 Pledge Agreement (the "1997 Amendment"). Pursuant to
the 1997 Amendment, the 1993 Pledge Agreement was amended to secure the
Indenture Obligations of the Company after giving effect to the Indenture and
the issuance of the Amended and Restated Notes. The 1993 Pledge Agreement, as
amended by the 1997 Amendment, is referred to herein as the "Amended Pledge
Agreement."
E. The Company and Trustee, as Trustee under the Indenture and
the Indenture, have entered into the certain Second Supplemental Indenture
pursuant to which, among other things, all outstanding Amended and Restated
Notes issued under the Indenture will be exchanged for New Notes (as defined in
the Second Supplemental Indenture). The Indenture, as modified by the Second
Supplemental Indenture, is referred to herein as the "Amended and Restated
Indenture."
F. Pledgors desire expressly to confirm the foregoing matters
and to acknowledge and confirm for purposes of clarification that all
obligations of Pledgors under the Amended Pledge Agreement are obligations which
are recognized, accepted and continue to be undertaken by the Pledgors following
the execution and delivery of the Second Supplemental Indenture and the issuance
of the New Notes.
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, Pledgors hereby represent
and agree as follows:
1. Pledgors hereby acknowledge that it they have reviewed the
terms and provisions of the Second Supplemental Indenture, and each other
document delivered in connection therewith. Pledgors hereby consent to the
execution and delivery of the Second Supplemental Indenture.
2. The Pledgors hereby acknowledge and confirm that it is the
intent of the Pledgors that the Amended Pledge Agreement (i) shall continue in
full force and effect and that all of each Pledgor's respective obligations
thereunder shall be valid and enforceable and shall not be impaired or limited
by the execution or effectiveness of the Second Supplemental Indenture, or any
of the documents ancillary thereto, and (ii) will guaranty or secure, as the
case may be, to the fullest extent possible the payment and performance of all
obligations of the Company under the New Notes and under the Amended and
Restated Indenture. The Pledgors represent and warrant that all representations
and warranties contained in the Amended Pledge Agreement and any agreement or
document related thereto to which it is a party or otherwise bound are true,
correct and complete in all material respects on and as of the date thereof to
the same extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true, correct and complete in all material respects on and as of
such earlier date.
3. The Pledgors acknowledge and agree that nothing in the
Amended and Restated Indenture, the Second Supplemental Indenture or any other
agreement or document shall be deemed to require the consent of the Pledgors to
any future amendments to the Second Supplemental Indenture.
5. THIS ACKNOWLEDGEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.
6. This Acknowledgment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
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IN WITNESS WHEREOF, each of the undersigned Pledgors has
caused this Acknowledgement and Confirmation to be duly executed and delivered
by its officer thereunto duly authorized as of the date first written above.
ELSINORE CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: President
ELSUB MANAGEMENT CORPORATION
By: /s/ X. Xxxxxx Jacka
Name: X. Xxxxxx Jacka
Title: President
PALM SPRINGS EAST, LIMITED PARTNERSHIP
By: ELSUB MANAGEMENT CORPORATION,
its general partner
By: /s/ X. Xxxxxx Jacka
Name: X. Xxxxxx Jacka
Title: President
