AMENDMENT OF 1993 PLEDGE AGREEMENT
This AMENDMENT OF 1993 PLEDGE AGREEMENT ("Amendment"), is entered into
as of March 3, 1997, by and among ELSINORE CORPORATION (the "Company"), ELSUB
MANAGEMENT CORPORATION ("EMC"), PALM SPRINGS EAST LIMITED PARTNERSHIP ("PSELP"
and together with the Company and EMC, "Pledgors"), and FIRST TRUST NATIONAL
ASSOCIATION, a national association ("Trustee"). All capitalized words not
otherwise defined herein are used as defined in the Amended and Restated
Indenture referred to in Paragraph D below.
Factual Background
A. The Company and EMC and Trustee entered into a certain Pledge
Agreement dated as of October 8, 1993 (the "1993 Pledge Agreement"). In the 1993
Pledge Agreement, the Company and EMC pledged to Trustee and granted Trustee a
security interest in certain Pledged Collateral as identified therein, to secure
the "Indenture Obligations," as defined in that certain Indenture dated as of
October 8, 1993 by and among the Company, certain Guarantors named therein, and
Trustee (the "Original Indenture"). Pursuant to the Original Indenture, the
Company issued the Original 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.
B. The Company, Guarantors, and the Senior Noteholders entered into a
certain Note and Stock Purchase Agreement dated October 11, 1994, whereby the
Company issued the Senior Notes, pursuant to a Waiver of Compliance dated as of
October 13, 1994, executed by Trustee, the Company, and the Guarantors. The
Company and EMC and the Senior Noteholders entered into a certain Pledge
Agreement dated October 14, 1994 (the "Senior Pledge Agreement") in which the
Company and EMC pledged to the Senior Noteholders and granted the Senior
Noteholders a security interest in the Pledged Collateral to secure certain
obligations under the Senior Note Documents. Trustee, the Company, the
Guarantors, and the Senior Noteholders also entered into a certain Intercreditor
Agreement dated as of October 14, 1994 (the "Intercreditor Agreement") whereby,
among other things, the Trustee subordinated its interests in the Pledged
Collateral under the 1993 Pledge Agreement to the interests of the Senior
Noteholders in the Pledged Collateral under the Senior Pledge Agreement.
C. 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.
D. Pursuant to the Order and the Plan, the parties to the Original
Indenture entered into a certain Amended and Restated Indenture dated as of
March 3, 1997 providing, among other things, for the issuance of Amended and
Restated Notes in the aggregate principal amount of $30,000,000, bearing
interest at 13 1/2% with a stated maturity date of August 20, 2001. Each of the
Original Notes are to be exchanged for an Amended and Restated Note in a
principal amount equal to 52.6315% of the unpaid principal amount of the
Original Note.
E. Pursuant to the Order and the Plan, the Company and the Senior
Noteholders have executed a certain Amended and Restated Note Agreement dated as
of March 3, 1997 providing for the exchange of the Senior Notes for Amended and
Restated Senior Notes.
F. The parties desire to amend the 1993 Pledge Agreement as set forth
below.
Amendment
1. All references in the 1993 Pledge Agreement to the Indenture shall
henceforth refer to the Amended and Restated Indenture. All references in the
1993 Pledge Agreement to any documents or instruments which were amended in
connection with the Amended and Restated Indenture shall refer to such documents
or instruments as so amended. All capitalized terms in the 1993 Pledge Agreement
which are not otherwise defined therein shall have the meanings set forth in the
Amended and Restated Indenture.
2. As additional collateral security for the indefeasible payment and
performance in full of the Indenture Obligations, each Pledgor hereby pledges,
assigns, transfers, sets over and delivers to the Trustee and hereby grants the
Trustee a continuing security interest in all of the right, title and interest
of the Pledgors in, to and under any and all of the following described
property, rights and interests (such property, rights and interests to be
included in the definition of "Pledged Collateral"):
(a) all of PSELP's right, title and interest in the Restated
Commercial Promissory Note of the 29 Palms Band of Mission Indians Tribe (the
"29 Palms Band") dated March ___, 1996 in the original principal amount of
$9,000,000, all indebtedness evidenced thereby, and all proceeds thereof; and
(b) all of PSELP's right, title and interest in the
Settlement Agreement between PSELP and the 29 Palms Band dated March 29, 1996
and all proceeds thereof.
3. The parties hereby affirm each and every provision of the
Intercreditor Agreement, including but not limited to the subordination of the
interests of the Trustee in the Pledged Collateral under the 1993 Pledge
Agreement, as amended herein, to the interests of the Senior Noteholders in the
Pledged Collateral under the Senior Pledge Agreement, as amended and restated.
4. Section 7(e) of the 1993 Pledge Agreement is hereby deleted.
5. PSELP agrees to be bound by all terms and conditions of the 1993
Pledge Agreement, as amended hereby, as fully as if it were an original
signatory to such agreement.
6. Except as expressly amended herein, the 1993 Pledge Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the Pledgors and the Trustee have caused this
Amendment of 1993 Pledge Agreement to be executed and delivered by their
respective officers thereunto duly authorized as of the day and first written
above.
ELSINORE CORPORATION
By: __________________________
Title: _________________________
ELSUB MANAGEMENT CORPORATION
By: __________________________
Title: _________________________
PALM SPRINGS EAST LIMITED PARTNERSHIP
By: __________________________
Title: _________________________
FIRST TRUST NATIONAL ASSOCIATION,
a national association, as Trustee
By: __________________________
Title: _________________________
