SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 29, 1998
Elsinore Corporation
(Exact name of registrant as specified in its charter)
Nevada 001-07831 88-0117544
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
202 Fremont Street, Las Vegas, Nevada 89101
(Address of principal executive offices) (Zip Code)
(702) 385-4011
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events.
On September 29, 1998, certain investment accounts controlled by
Morgens, Waterfall, Vintiadis & Company, Inc. ("MWV" and the accounts controlled
by MWV, the "Funds") contributed $4,901,070 to the capital of Elsinore
Corporation (the "Company"), which the Company used, together with other funds
of the Company, to purchase in full all of the Company's outstanding 11.5% First
Mortgage Notes due 2000 in the original aggregate principal amount of
$3,855,739.39, and $896,000 of original principal amount 13.5% Second Mortgage
Notes of the Company due 2001.
Other actions were taken by the Company on September 29, 1998 to reduce
the Company's indebtedness. Please see the description contained in the
Company's other report on Form 8-K filed subsequently to this report on October
13, 1998.
The foregoing description of the terms of the transaction is qualified
in its entirety by reference to the Capital Contribution Agreement, First
Mortgage Note Purchase Agreement and Second Mortgage Note Purchase Agreement. A
copy of each of the aforementioned agreements is filed herewith and in each case
is incorporated herein by reference.
On September 30, 1998, the Company issued a press release announcing
the transaction described above. A copy of the press release is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
For more information about the Company and risks associated with
investing in the Company, investors are directed to the Company's most recent
report on Form 10-K as filed with the Securities and Exchange Commission.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma financial Information.
Not applicable.
(c) Exhibits.
Exhibit No. Description
10.46 Capital Contribution Agreement by and between
Elsinore Corporation and certain investment
accounts named therein, dated as of September 29,
1998.
10.47 First Mortgage Note Purchase Agreement by and
between Elsinore Corporation and the holders
(Putnam Diversified Income Trust, Putnam High
Income Convertible and Bond Fund, Putnam Master
Intermediate Income Trust, Putnam Managed High
Yield Trust, and Putnam Manager Trust - PCM
Diversified Income Fund), dated as of September
29, 1998.
10.48 Second Mortgage Note Purchase Agreement by and
between Elsinore Corporation and the holders
(Paul Voigt, BEA Income Fund, and BEA Strategic
Global Income Fund), dated as of September 29,
1998.
99.1 Press Release dated September 30, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ELSINORE CORPORATION
By /s/ Jeffrey T. Leeds
JEFFREY T. LEEDS
President and
Chief Executive Officer
By /s/ S. Barton Jacka
S. BARTON JACKA
Secretary, Treasurer, and
Principal Financial Officer
Date: October 13, 1998
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
10.46 Capital Contribution Agreement by and between
Elsinore Corporation and certain investment
accounts named therein, dated as of September 29,
1998.
10.47 First Mortgage Note Purchase Agreement by and
between Elsinore Corporation and the holders
(Putnam Diversified Income Trust, Putnam High
Income Convertible and Bond Fund, Putnam Master
Intermediate Income Trust, Putnam Managed High
Yield Trust, and Putnam Manager Trust - PCM
Diversified Income Fund), dated as of September
29, 1998.
10.48 Second Mortgage Note Purchase Agreement by and
between Elsinore Corporation and the holders
(Paul Voigt, BEA Income Fund, and BEA Strategic
Global Income Fund), dated as of September 29,
1998.
99.1 Press Release dated September 30, 1998.
EXHIBIT 10.46
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ELSINORE CORPORATION
CAPITAL CONTRIBUTION AGREEMENT
Dated as of September 29, 1998
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<PAGE>
CAPITAL CONTRIBUTION AGREEMENT
This CAPITAL CONTRIBUTION AGREEMENT (this "Agreement") is
dated as of September 29, 1998 and entered into by and between ELSINORE
CORPORATION, a Nevada corporation ("Elsinore"), and THE INVESTMENT ACCOUNTS
LISTED ON THE SIGNATURE PAGES HEREOF (each, a "Fund" and, collectively, the
"Funds").
R E C I T A L S
WHEREAS, the Funds own approximately 94.3% of the issued and
outstanding shares of common stock of Elsinore;
WHEREAS, the parties hereto have reached an agreement pursuant
to which (i) the Funds will make a cash contribution to the capital of Elsinore
in the amount of $4,901,070; and (ii) simultaneously with the receipt of such
capital contribution, Elsinore will use such funds, together with other funds of
Elsinore, to purchase or redeem in full certain outstanding mortgage notes which
were issued by the corporation.
NOW, THEREFORE, in consideration of the foregoing, and the
agreements, covenants and conditions contained herein and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
DEFINITIONS
1.1 Certain Defined Terms
In addition to the terms defined in the text of this
Agreement, the following terms used in this Agreement shall have the following
meanings:
"Agreement" means this Capital Contribution Agreement, dated
as of September 29, 1998, as it may be amended, amended and restated or
otherwise modified or supplemented from time to time.
"Closing Date" means the date on or before September 30, 1998
on which the conditions set forth in Section 7 hereof shall have been satisfied
and the Transactions shall have been consummated.
"First Mortgage Note Purchase Agreement" means an agreement
between Elsinore and the holders of the First Mortgage Notes pursuant to which
such holders agree to sell their First Mortgage Notes to Elsinore and to
terminate their rights under that certain Amended and Restated Intercreditor
Agreement dated as of March 3, 1997, by and among First Trust National
Association, a national association, as Trustee under the Indenture, Elsinore,
Four Queens, Inc., a Nevada Corporation, Olympia Gaming Corporation, a Nevada
Corporation, Elsub Management Corporation, a Nevada corporation, Palm Springs
East, Limited Partnership, the Senior Lenders listed on the signature pages
thereof, and First Trust National Association, as collateral agent for the
Senior Lenders, relating to the priority of the lien securing the First Mortgage
Notes.
"Intercreditor Agreement" means that certain Amended and
Restated Intercreditor Agreement dated as of March 3, 1997, by and among U.S.
Bank Trust National Association (f/k/a First Trust National Association), as
trustee under the Indenture (as defined therein), Elsinore, Four Queens, Inc., a
Nevada corporation, Olympia Gaming Corporation, a Nevada corporation, Elsub
Management Corporation, a Nevada corporation, and Palm Springs East, Limited
Partnership, as Guarantors, the entities listed as Senior Lenders on the
signature pages thereof (the "Senior Lenders") and U.S. Bank Trust National
Association (f/k/a First Trust National Association), as collateral agent for
the Senior Lenders.
"Lien" means any lien, mortgage, pledge, security interest,
charge or encumbrance of any kind (including any conditional sale or other title
retention agreement, any lease in the nature thereof, and any agreement to give
any security interest).
"Merger Agreement" has the meaning assigned thereto in Section 3.
"Morgens, Waterfall" means Morgens, Waterfall, Vintiadis & Co., Inc.
"Non-MWV Second Mortgage Note Purchase Agreement" means an
agreement between Elsinore and the holders of the Non-MWV Second Mortgage Notes
pursuant to which such holders agree to sell their Second Mortgage Notes to
Elsinore.
"Non-MWV Second Mortgage Notes" means the $896,000 original
aggregate principal amount of Second Mortgage Notes held by Persons other than
the Funds, which were issued under the Indenture prior to the amendment thereof
by the Second Supplemental Indenture, dated as of September 29, 1998, among
Elsinore, Elsub Management Corporation, Four Queens, Inc., and the Trustee.
"Option Agreement" means that certain Option and Voting
Agreement, dated as of September 15, 1997, by and between R&E Gaming Corp., as
purchaser, and Morgens, Waterfall, on behalf of the Funds, as seller.
"Person" means and includes natural persons, corporations,
limited partnerships, general partnerships, joint stock companies, joint
ventures, associations, companies, trusts, banks, trust companies, land trusts,
business trusts or other organizations, whether or not legal entities, and
governments and agencies and political subdivisions thereof.
"Transaction Documents" means this Agreement, the First
Mortgage Note Purchase Agreement and the Non-MWV Second Mortgage Note Purchase
Agreement.
"Transactions" means the transactions pursuant to which the
Transaction Documents will be executed and delivered by the parties thereto and
the First Mortgage Notes and the Non-MWV Second Mortgage Notes will be purchased
or redeemed.
"Subsidiary" means any corporation, association partnership or
other business entity of which more than 50% of the total voting power of shares
of stock or partnership shares entitled to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by any Person or one or more of the other Subsidiaries of that
Person or a combination thereof.
1.2 Other Definitional Provisions
References to "Sections" and "subsections" shall be to
Sections and subsections, respectively, of this Agreement unless otherwise
specifically provided. Any of the terms defined in subsection 1.1 may, unless
the context otherwise requires, be used in the singular or the plural depending
on the reference.
Section 2. AGREEMENT TO CONSUMMATE TRANSACTIONS
Subject to the prior or concurrent satisfaction of the
conditions to effectiveness contained in Section 7, on the Closing Date each of
the parties hereto shall perform its agreements set forth below.
2.1 Contribution to Capital of Elsinore
The Funds will contribute $4,901,070 in cash to Elsinore as a capital
contribution.
2.2 Purchase or Redemption of First Mortgage Notes and Non-MWV Second
Mortgage Notes
Elsinore will:
(i) purchase all First Mortgage Notes pursuant to the First Mortgage Note
Purchase Agreement, and pay all principal, interest and prepayment premium, if
any, payable in respect thereof; and
(ii) purchase all Non-MWV Second Mortgage Notes pursuant to the Non-MWV Second
Mortgage Note Purchase Agreement and pay all principal, interest and prepayment
premium, if any, payable in respect thereof.
2.3 Further Assurances.
Elsinore and the Funds each hereby acknowledges each of the
agreements of the parties contained in this Section 2 and agrees that they shall
execute and deliver each of the Transaction Documents to which it is a party and
take all such other reasonable actions as may be necessary or advisable to
effectuate the agreements contained herein.
Section 3. CANCELLATION OF FIRST MORTGAGE NOTES AND NON-MWV-SECOND MORTGAGE
NOTES.
Elsinore will cancel all First Mortgage Notes purchased by it
pursuant to the First Mortgage Note Purchase Agreement contemporaneously with
the purchase thereof and, upon the purchase of all such First Mortgage Notes,
all obligations under the First Mortgage Note Agreement and the First Mortgage
Notes shall be deemed to be paid in full. Promptly thereafter, (i) Elsinore will
notify U.S. Bank Trust National Association that all obligations under the
Senior Lender Documents (as "Senior Lender Documents" is defined in the
Intercreditor Agreement) have been paid in full and that the Intercreditor
Agreement is terminated and (ii) Elsinore will reconvey that certain deed of
trust made by Four Queens, Inc. a Nevada corporation ("Four Queens"), which
secures the obligations under the First Mortgage Notes, recorded on October 14,
1994 in Book 594014 as Document No. 00611 in the official records of Clark
County, Nevada. Elsinore shall not sell or reissue the Non-MWV-Second Mortgage
Notes purchased by it pursuant to the Non-MWV Second Mortgage Note Purchase
Agreement. Not more than 30 days after the Closing Date, Elsinore shall deliver
all Non-MWV Second Mortgage Notes to the Trustee for cancellation pursuant to
Section 2.12 of the Indenture.
Section 4. APPLICATION BY ELSINORE OF CAPITAL CONTRIBUTION
Elsinore has entered into that certain Agreement and Plan of
Merger by and among R&E Gaming Corp., Elsinore Acquisition Sub, Inc., and
Elsinore Corporation, dated as of September 15, 1997 (the "Merger Agreement").
Morgens, Waterfall on behalf of the Funds has entered into the Option Agreement.
Elsinore shall apply a portion of the capital contribution made by the Funds
hereunder in the amount of $2,936,550, plus interest thereon from the date such
capital contribution is made at a rate of 10% per annum, as a setoff and payment
made in respect of any damage, judgment, order or liability of any kind or
nature in law, equity or other, that Elsinore or any party claiming by, though
or under Elsinore now owns or at any time heretofore has owned or held against
the Funds or any person or entity controlling or managing the Funds, which are
based upon or arise out of or in connection with any matter, cause or thing at
any time or anything done, omitted or suffered to be done or omitted in any way
relating to the Merger Agreement or the Option Agreement, and the transactions
contemplated thereby. Nothing in this Section 3 shall be deemed to be an
admission of liability by either party hereto or a waiver or release of any
claim by either party hereto.
Section 5. APPLICATION OF FUNDS RECEIVED UNDER MERGER AGREEMENT
Elsinore hereby agrees that any payments received by it,
whether voluntary or in satisfaction of a judgment, in respect of amounts owed
under Section 6.2(c) of the Merger Agreement, shall not be distributed to
Elsinore's public stockholders unless a pro rata share of such amounts is
distributed to all of Elsinore's stockholders, including the Funds.
Section 6 REPRESENTATIONS AND WARRANTIES
6.1 Representations and Warranties of all Parties
Elsinore and each Fund each severally represents and warrants
to the other party hereto that it has the corporate or partnership power and
authority to execute, deliver and perform this Agreement and each of the other
Transaction Documents to which it is a party and to perform its obligations
hereunder and thereunder, and has taken all necessary corporate or partnership
action to authorize the execution, delivery and performance by it of this
Agreement and each of the other Transaction Documents to which it is a party and
to consummate the transactions contemplated hereby and thereby.
6.2 Additional Representations and Warranties of Elsinore.
A. Elsinore represents and warrants to each Fund that:
(i) No Conflict. The execution, delivery and performance by Elsinore of the
Transaction Documents to which they are a party and the consummation of the
Transactions do not and will not (a) violate any provision of any law or any
governmental rule or regulation (including any gaming law, rule or regulation)
applicable to Elsinore or any of its Subsidiaries, the certificate or articles
of incorporation or bylaws of Elsinore or any of its Subsidiaries, or any order,
judgment or decree of any court or other agency of government binding on
Elsinore or any of its Subsidiaries; (b) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
material contractual obligation of Elsinore or any of its Subsidiaries; (c)
result in or require the creation or imposition of any Lien upon any of the
properties or assets of Elsinore or any of its Subsidiaries (other than any
Liens created under any of the Transaction Documents in favor of the Trustee or
the Funds); or (d) require any approval of stockholders or any approval or
consent of any Person under any contractual obligation of Elsinore or any of its
Subsidiaries, except for such approvals or consents which will be obtained on or
before the Closing Date and disclosed in writing to the Funds.
(ii) Governmental Consents. The execution, delivery and performance by Elsinore
of the Transaction Documents to which they are a party and the consummation of
the transactions contemplated thereby do not and will not require any
registration with, consent or approval of, or notice to, or other action to,
with or by, any federal, state or other governmental authority or regulatory
body (including any gaming regulatory authority). (iii) Binding Obligation. Each
of the Transaction Documents has been duly executed and delivered by Elsinore
listed on the signature pages thereof and is the legally valid and binding
obligation of Elsinore, enforceable against Elsinore in accordance with its
respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability.
Section 7. CONDITIONS TO EFFECTIVENESS
Sections 2, 3, 4 and 5 of this Agreement shall become
effective upon the satisfaction of all of the conditions set forth in this
section:
7.1 Delivery of Elsinore Documents
On or before the Closing Date, Elsinore shall have delivered,
or caused to be delivered, to the Funds, or to Morgens, Waterfall on behalf of
the Funds, the following, each, unless otherwise noted, dated the Closing Date:
A. Certified copies of the certificate or articles of incorporation of Elsinore,
together with a good standing certificate from the Secretary of State of its
jurisdiction of incorporation dated a recent date prior to the Closing Date;
B. Copies of the bylaws of Elsinore certified as of the Closing Date by
Elsinore's, corporate secretary or an assistant secretary;
C. Resolutions of the board of directors of Elsinore, approving and authorizing
the execution, delivery and performance of the Transaction Documents to which it
is a party, certified as of the Closing Date by the corporate secretary or an
assistant secretary of Elsinore as being in full force and effect without
modification or amendment;
D. Signature and incumbency certificates of the officers of Elsinore executing
the Transaction Documents to which it is a party;
E. Executed originals of the Transaction Documents to which Elsinore is a party;
and
F. Such other documents as Morgens, Waterfall, on behalf of the Funds, may
reasonably request.
7.2 Prepayment or Redemption of First Mortgage Notes
On or before the Closing Date, Elsinore shall purchase all
First Mortgage Notes, and pay all principal and accrued and unpaid interest, if
any, payable in respect thereof and cancel such First Mortgage Notes, and
terminate the Intercreditor Agreement relating thereto.
7.3 Prepayment or Redemption of Non-MWV Second Mortgage Notes
On or before the Closing Date, Elsinore shall purchase all
Non-MWV Second Mortgage Notes and pay all principal, interest and prepayment
premium, if any, payable in respect thereof.
7.4 Legal Opinions.
On the Closing Date, the Funds shall have received the favorable legal
opinion of Morrison & Foerster, LLP, substantially in the form of Exhibit A
hereto, and the favorable legal opinion of Gordon & Silver, Ltd, substantially
in the form of Exhibit B hereto.
7.5 Corporate and Partnership Proceedings
On or before the Closing Date, all corporate, partnership and
other proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by the Funds and its counsel shall be reasonably satisfactory in form
and substance to the Funds and its counsel, and Morgens, Waterfall, on behalf of
the Funds, and its counsel shall have received all such counterpart originals or
certified copies of such documents as they may reasonably request.
7.6 Other Matters
Elsinore shall have performed in all material respects all
agreements which this Agreement provides shall be performed on or before the
Closing Date except as otherwise disclosed to and agreed to in writing by the
Funds.
Section 8. MISCELLANEOUS
8.1 Survival of Representations
The representations and warranties of the parties hereto shall
survive the consummation of the Transactions.
8.2 Integration
This Agreement (including the Schedules and Exhibits hereto)
constitutes the entire agreement with respect to the subject matter hereof, and
supersedes all other prior agreements and understandings, both oral and written,
among the parties with respect to the subject matter hereof.
8.3 Counterparts; Effectiveness
This Agreement may be executed in any number of counterparts
(including telecopy counterparts), and by the 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. This Agreement shall become effective upon the execution and
delivery of a counterpart hereof by each of Elsinore and the Funds.
8.4 Severability.
In case any provision in or obligation under this Agreement
shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of
such provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.
8.5 Liability
The obligations and liabilities of the Funds under this
Agreement shall be several, to the extent of each Fund's respective percentage
ownership interest of issued and outstanding shares of common stock of Elsinore,
and not joint. Elsinore has designated Morgens, Waterfall as its agent for the
sole purpose of receiving communications from, and sending communications to,
the Funds in connection with this Agreement. None of Morgens, Waterfall, John C.
Waterfall, or Edwin H. Morgen individually, nor any officers, directors,
employees, agents, or controlling persons of Morgens, Waterfall, shall have any
obligations or liabilities under or in connection with this Agreement by reason
of the foregoing or for any other reason.
<PAGE>
8.6 Expenses
Irrespective of whether the Transactions have been
consummated, Elsinore shall pay all costs and expenses that it incurs with
respect to the negotiation, execution, delivery and performance of this
Agreement. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, costs and necessary disbursements in addition to any
other relief to which such party may be entitled.
8.7 Notices
Unless otherwise specifically provided herein, any notice or
other communication herein required or permitted to be given shall be in writing
and may be personally served, telexed or sent by telefacsimile or United States
mail or courier service and shall be deemed to have been given when delivered in
person or by courier service, upon receipt of telefacsimile or telex, or three
business days after depositing it in the United States mail with postage prepaid
and properly addressed. For the purposes hereof, the address of each party
hereto shall be as set forth under such party's name below, or such other
address as shall be designated by such party in a written notice delivered to
the other parties hereto.
if to Elsinore:
Elsinore Corporation
202 Fremont Street
Las Vegas, Nevada 89101
Fax: (702) 387-5120
Attention: Mr. Jeffrey T. Leeds
if to the Funds:
Morgens, Waterfall, Vintiadis & Co., Inc.
10 East 50th Street
New York, New York 10022
Attention: Joann McNiff, Esq.
8.8 Public Announcements.
Each of the parties hereto agrees that it will not issue any
press release or otherwise make any public statement with respect to this
Agreement or the transactions contemplated hereby without the prior consent of
the other party, which consent shall not be unreasonably withheld or delayed;
provided, however, that such disclosure can be made without obtaining such prior
consent if (i) the disclosure is required by law, and (ii) the party making such
disclosure has first used its reasonable best efforts to consult with the other
party about the form and substance of such disclosure.
<PAGE>
8.9 Expenses.
Each party shall bear its own expenses and costs incurred in
connection with this Agreement and the Transactions.
8.10 Governing Law
This Agreement shall be deemed to be made under, shall be
governed by and shall be construed and enforced in accordance with the internal
laws of the State of New York, without regards to conflicts of laws provisions.
8.11 Headings
Section and subsection headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose or be given any substantive effect.
[Remainder of page intentionally left blank.]
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WITNESS, the due execution hereof by the respective duly
authorized general partner or officer of the undersigned as of the date first
written above.
ELSINORE CORPORATION
By: /s/ Jeffrey T. Leeds
Name: Jeffrey T. Leeds
Title: President
FUNDS:
BETJE PARTNERS
ENDOWMENT RESTART LLC
MORGENS WATERFALL INCOME PARTNERS, L.P.
PHOENIX PARTNERS, L.P.
MWV EMPLOYEE RETIREMENT PLAN GROUP TRUST
RESTART PARTNERS, L.P.
RESTART PARTNERS II, L.P.
RESTART PARTNERS III, L.P.
RESTART PARTNERS IV, L.P.
RESTART PARTNERS V, L.P.
By: /s/ John C. "Bruce" Waterfall
Name: John C. "Bruce" Waterfall
Title: Authorized Signatory
<PAGE>
EXHIBIT A
FORM OF LEGAL OPINION OF MORRISON & FOERSTER LLP
<PAGE>
EXHIBIT B
FORM OF LEGAL OPINION OF GORDON & SILVER, LTD.
EXHIBIT 10.47
FIRST MORTGAGE NOTE PURCHASE AGREEMENT
THIS FIRST MORTGAGE NOTE PURCHASE AGREEMENT (this "Agreement") is dated
as of September 29, 1998, and made by and between Elsinore Corporation, a Nevada
corporation (the "Company"), and each of the Holders listed on the signature
page hereof (each such holder being a "Holder" and collectively, the "Holders".)
RECITALS
A. The Company issued to the Holders 11 1/2% First Mortgage Notes due
2000 in the original aggregate principal amount of $3,855,739.39 (such notes
being the "First Mortgage Notes") pursuant to that certain Amended and Restated
Note Agreement (the "Note Agreement"), dated as of March 3, 1997, by and among
the Company, as issuer, the Holders, as purchasers, and the guarantors named
therein.
B. The Company desires to purchase in full all of the Company's
outstanding First Mortgage Notes held by the Holders.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and the agreements,
covenants and conditions contained herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Purchase. The Company hereby agrees to purchase and assume from each
Holder, and each Holder hereby agrees to sell and assign to the Company, all of
the First Mortgage Notes held by each for an aggregate purchase price equal to
102% of the original aggregate principal amount thereof, plus accrued and unpaid
interest thereon through (but not including) the date of the Closing (as
hereinafter defined) unless payment is received after 1:30 p.m. (Pacific
Daylight Time) in which event the Purchase Price shall include accrued and
unpaid interest on the First Mortgage Notes through and including the date of
Closing (the "Purchase Price"). The closing of such purchase and sale (the
"Closing") shall take place on September 29, 1998, at which time (i) each Holder
shall deliver to the Company an Assignment of Note in the form attached hereto
as Exhibit A, and (ii) the Company shall pay the Purchase Price to each Holder
by delivery by wire transfer of immediately available funds to an account
designated in writing by each Holder.
2. Representations and Warranties of the Company. The Company hereby
represents and warrants to each Holder as follows:
2.1 Power and Authority. The Company has all requisite power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder. The execution, delivery and performance of this Agreement by the
Company and the consummation by the Company of the transactions contemplated
hereby have been duly authorized by all necessary action on the part of the
Company. This Agreement has been duly executed and delivered by
<PAGE>
the Company and constitutes the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, subject
to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting the enforcement of creditors' rights and
remedies generally and general principles of equity.
2.2 No Conflict. The execution and delivery of this Agreement by
the Company and the consummation by the Company of the transactions contemplated
hereby and compliance by the Company with the provisions hereof will not: (i)
violate, conflict with, result in a breach of, or constitute a default under,
the organization documents of the Company, or any agreement, note, mortgage,
undertaking or other obligation to which the Company is a party or to which its
properties or assets are bound; (ii) violate any law, rule or regulation of any
governmental body or regulatory authority applicable to the Company or any
judgment, writ, injunction, decree, order or ruling of any court, governmental
body, regulatory authority or arbitrator binding on the Company; or (iii)
require any consent, approval, waiver, license or authorization or other action
by, or notice to or filing by the Company with, any governmental body,
regulatory authority or court having jurisdiction over the Company.
2.3 No Legal Proceedings. There are no legal actions, suits,
arbitrations, or other legal, administrative or other governmental proceedings
pending against the Company or, to the Company's knowledge, threatened against
the Company, that might question the validity of this Agreement or the
consummation of the transactions contemplated hereby.
2.4 Not Registered Securities. The Company acknowledges that none
of the First Mortgage Notes has been registered under the Securities Act of
1933, as amended (the "Securities Act"), and applicable state securities or
"blue sky" laws and, accordingly, may not be reoffered or resold except pursuant
to an effective registration statement under the Securities Act or an available
exemption from such registration requirements. The Company is not acquiring the
First Mortgage Notes with a view to, or for resale in connection with, any
distribution thereof in violation of applicable law.
2.5 True and Correct. All warranties and representations of the
Company in this Section 2 are true and correct in all material respects as of
the date hereof, and shall continue to be true and correct in all material
respects as of the date of Closing.
3. Representations and Warranties of Each Holder. Each Holder,
severally but not jointly, hereby represents and warrants to the Company as
follows:
3.1 Power and Authority. Holder has all the requisite power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder. The execution, delivery and performance of this Agreement by Holder
and the consummation by Holder of the transactions contemplated hereby have been
duly authorized by all necessary action on the part of Holder. This Agreement
has been duly executed and delivered by Holder and constitutes the legal, valid
and binding obligation of Holder enforceable against Holder in accordance with
its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratoriums and similar laws affecting the enforcement of
creditors' rights and remedies generally and general principles of equity.
3.2 No Violation. The execution and delivery of this Agreement by
Holder and the consummation by Holder of the transactions contemplated hereby
and compliance by Holder with the provisions hereof will not (i) violate,
conflict with, result in a breach of, or constitute a default under, the
organizational documents of Holder or any agreement, note, mortgage, undertaking
or other obligation to which Holder is a party or to which its properties or
assets are bound, including, but not limited to, the Note Agreement; (ii)
violate any law, rule or regulation of any governmental body or regulatory
authority applicable to Holder or any judgment, writ, injunction, decree, order
or ruling of any court, governmental body, regulatory authority or arbitrator
binding on Holder or (iii) require any consent, approval, waiver, license or
authorization or other action by, or notice to or filing by Holder with any
governmental body, regulatory authority or court having jurisdiction over
Holder.
3.3 No Encumbrances. Holder (i) is the sole owner of the First
Mortgage Note, and such sole ownership is free and clear of any liens, security
interests or other encumbrances, (ii) has not granted any other option or rights
to the First Mortgage Note or any interest therein, and (iii) has not pledged,
collaterally assigned or otherwise hypothecated any interest therein. Holder's
transfer, assignment and sale of the First Mortgage Note to the Company pursuant
hereto will convey valid title to the First Mortgage Note to the Company subject
as appropriate to compliance with the provisions of the Note Agreement relating
to transfer of the First Mortgage Note.
3.4 Legal Proceedings. There are no legal actions, suits,
arbitrations, or other legal, administrative or other governmental proceedings
(i) pending against Holder or, to Holder's knowledge, threatened against Holder,
that might question the validity of this Agreement or the consummation of the
transactions contemplated hereby, or, (ii) to Holder's knowledge, affecting the
First Mortgage Note.
3.5 True and Correct. All warranties and representations of Holder
in this Section 3 are true and correct in all material respects as of the date
hereof, and shall continue to be true and correct in all material respects as of
the date of Closing.
4. Further Agreement and Covenants.
4.1 Of the Company. As a further inducement for Holder to enter
into this Agreement and in consideration of Holder's agreements contained
herein, the Company, for itself and on behalf of its successors and assigns,
hereby agrees that the Company shall have no right or claim against Holder or
any of its directors, officers, stockholders, investment advisers or affiliates
in connection with or arising out of the purchase of the First Mortgage Note
except in respect of a breach by Holder of its representations and warranties
herein contained or of any covenant of Holder set forth in this Agreement.
Without limiting the generality of the foregoing, Holder's transfer of the First
Mortgage Note pursuant to Exhibit A hereto is made without recourse,
representation or warranty, express or implied, except as set forth in this
Agreement.
4.2 Of Holder. As a further inducement for the Company to enter
into this Agreement and in consideration of the Company's agreements contained
herein, Holder, for itself and on behalf of its successors and assigns, hereby
agrees that:
(a) Holder shall not, between the date hereof and the date of
Closing, take any action, or consent to any action, which would impair Holder's
ability to consummate the transactions contemplated hereby.
(b) To the extent Holder may have any right of notice with
respect to the purchase and sale of the First Mortgage Note and the consummation
of the transactions contemplated hereby, Holder hereby waives any such right of
notice.
5. Conditions Precedent to Obligations of the Company. It shall be a
condition precedent to any obligation of the Company to purchase the First
Mortgage Notes that (a) the Company shall have received the funds contemplated
to have been received pursuant to that certain Capital Contribution Agreement,
dated as of September 29, 1998, by and between the Company and the Funds, and
(b) the Company shall have received from each Holder the certificate(s) set
forth as Exhibit B.
6. Survival of Agreement. Any claim against a party hereto based on the
representations, warranties, covenants and agreements of the parties to this
Agreement and the parties' obligations hereunder must be brought within one year
after the Closing.
7. Further Assurances. Holder agrees to execute and deliver such
further Instruments and documents necessary to effectuate the terms and intent
of this Agreement and take other similar ministerial action at any time as may
be reasonably requested by the Company to evidence the sale and assignment of
the First Mortgage Note to it pursuant hereto. Without limiting the generality
of the foregoing, Holder agrees to provide such information as may be reasonably
requested by the Company in connection with enforcement of the First Mortgage
Note or the Note Agreement.
8. Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to its conflict
of laws principles.
9. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
10. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if (a) delivered in person, (b) transmitted by
telecopy (with written confirmation), or (c) sent by an express courier (with
written confirmation) to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice) set forth next
to each party's signature below.
11. Amendment; Waiver. This Agreement may be amended, supplemented,
modified or changed only by a written agreement making specific reference to
this Agreement executed by Holder and the Company; and any provision hereof may
be waived, in whole or in part, only by a written agreement making specific
reference to this Agreement executed by the party making such waiver.
12. Captions. The headings of the various sections hereof are for
convenience of reference only and shall not affect the meaning or construction
of any provision hereof.
13. Entire Agreement. The Agreement contains the entire agreement
between the parties relating to the subject matter hereof and supersedes all
oral statements and other writings with respect to the subject matter hereof.
14. Counterparts. This Agreement may be executed in counterparts, all
of which, taken together, shall constitute one and the same instrument.
15. Severability. In the event any one or more of the provisions of
this Agreement should be held invalid, illegal or unenforceable in any respect
in any jurisdiction, such provision or provisions shall be automatically deemed
amended to the minimum extent necessary to render such provision or provisions
valid, legal and enforceable in such jurisdiction, and the legality and
enforceability of the remaining provisions of this Agreement shall not in any
way be affected or impaired thereby.
16. Confidentiality. Holder shall not disclose the economic terms of
the transaction contemplated hereby to any person other than (i) its counsel or
investment advisor or (ii) as may be required by law or the Note Agreement, in
which event Holder shall provide the Company with as much advance notice of such
disclosure as is practicable.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement
to be duly executed by their authorized representatives as of the day and year
first written above.
Company:
ELSINORE CORPORATION,
a Nevada corporation
By: /s/ Jeffrey T. Leeds
Name: Jeffrey T. Leeds
Title: President
Address:
202 Fremont Street
Las Vegas, Nevada 89101
Attn:
Fax: 702-387-5120
with a copy to:
Gordon & Silver, Ltd.
3800 Howard Hughes Parkway, 14th Floor
Las Vegas, Nevada 89109
Attn:
Fax: 702-369-2666
Holders:
PUTNAM DIVERSIFIED INCOME TRUST
By: /s/ John R. Verani
Name: John R. Verani
Title: Vice President
PUTNAM HIGH INCOME CONVERTIBLE
AND BOND FUND
By: /s/ John R. Verani
Name: John R. Verani
Title: Vice President
PUTNAM MASTER INTERMEDIATE
INCOME TRUST
By: /s/ John R. Verani
Name: John R. Verani
Title: Vice President
PUTNAM MANAGED HIGH YIELD TRUST
By: /s/ John R. Verani
Name: John R. Verani
Title: Vice President
PUTNAM MANAGER TRUST - PCM
DIVERSIFIED INCOME FUND
By: /s/ John R. Verani
Name: John R. Verani
Title: Vice President
The address for each Holder is:
One Post Office Square
Boston, Massachusetts 02109
Attn: Charles L. Beach
Fax: 617-760-1676
with a copy to:
Ropes & Gray
One International Place
Boston, Massachusetts 02110
Attn: Don S. DeAmicis
Fax: 617-951-7050
<PAGE>
EXHIBIT A
FORM OF ASSIGNMENT
I or we assign this First Mortgage Note to:
Elsinore Corporation
202 Fremont Street
Las Vegas, Nevada 89101
Please insert Social Security or other identifying number of assignee
_______________ and irrevocably appoint ________________ agent to transfer this
First Mortgage Note on the books of the Company. The agent may substitute
another to act for him.
Dated: September __, 1998 Signed:
_____________________________________________________________________________
(Sign exactly as name appears on the other side of this First Mortgage Note)
<PAGE>
EXHIBIT B
CANCELLED FIRST MORTGAGE NOTE CERTIFICATES
EXHIBIT 10.48
SECOND MORTGAGE NOTE PURCHASE AGREEMENT
THIS SECOND MORTGAGE NOTE PURCHASE AGREEMENT (this "Agreement") is
dated as of September 29, 1998, and made by and between Elsinore Corporation, a
Nevada corporation (the "Company"), and each of the Holders listed on the
signature page hereof (each such holder being a "Holder" and collectively, the
"Holders").
RECITALS
A. The Company issued 11 1/2% First Mortgage Notes due 2000 in the
original aggregate principal amount of $3,855,739.39 (such notes being the
"First Mortgage Notes") pursuant to that certain Amended and Restated Note
Agreement (the "Note Agreement"), dated as of March 3, 1997, by and among the
Company, as issuer, certain financial institutions, as purchasers, and the
guarantors named therein.
B. The Company issued 13 1/2% Second Mortgage Second Mortgage Notes due
2001 in the original aggregate principal amount of $30,000,000 (such notes being
the "Second Mortgage Notes") pursuant to that certain Amended and Restated
Indenture, dated as of March 3, 1997 by and between Elsinore, as issuer, the
guarantors named therein (the "Guarantors"), and First Trust National
Association, as trustee (the "Trustee"), as amended and supplemented by that
certain First Supplemental Amended and Restated Indenture dated September 18,
1997 (collectively, the "Indenture").
C. The Company desires to purchase in full all of the Company's
outstanding Second Mortgage Notes held by the Holders.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and the agreements,
covenants and conditions contained herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Purchase. The Company hereby agrees to purchase and assume from each
Holder, and each Holder hereby agrees to sell and assign to the Company, all of
the Second Mortgage Notes held by persons or entities other than the Funds for
an aggregate purchase price equal to 100% of the original aggregate principal
amount thereof, plus accrued and unpaid interest thereon through (but not
including) the date of the Closing (as hereinafter defined) unless payment is
received after 1:30 p.m. (Pacific Daylight Time) in which event the Purchase
Price shall include accrued and unpaid interest on the Second Mortgage Notes
through and including the date of Closing (the "Purchase Price"). The closing of
such purchase and sale (the "Closing") shall take place on September 29, 1998,
at which time (i) each Holder shall deliver to the Company an Assignment of Note
in the form attached hereto as Exhibit A, and (ii) the Company shall pay the
Purchase Price to each Holder by delivery of a cashier's or certified check of
immediately available funds or by wire transfer of immediately available funds
to an account designated in writing by each Holder.
<PAGE>
2. Representations and Warranties of the Company. The Company hereby
represents and warrants to each Holder as follows:
2.1 Power and Authority. The Company has all requisite power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder. The execution, delivery and performance of this Agreement by the
Company and the consummation by the Company of the transactions contemplated
hereby have been duly authorized by all necessary action on the part of the
Company. This Agreement has been duly executed and delivered by the Company and
constitutes the legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting the enforcement of creditors' rights and remedies
generally and general principles of equity.
2.2 No Conflict. The execution and delivery of this Agreement by
the Company and the consummation by the Company of the transactions contemplated
hereby and compliance by the Company with the provisions hereof will not: (i)
violate, conflict with, result in a breach of, or constitute a default under,
the organization documents of the Company, or any agreement, note, mortgage,
undertaking or other obligation to which the Company is a party or to which its
properties or assets are bound; (ii) violate any law, rule or regulation of any
governmental body or regulatory authority applicable to the Company or any
judgment, writ, injunction, decree, order or ruling of any court, governmental
body, regulatory authority or arbitrator binding on the Company; or (iii)
require any consent, approval, waiver, license or authorization or other action
by, or notice to or filing by the Company with, any governmental body,
regulatory authority or court having jurisdiction over the Company.
2.3 No Legal Proceedings. There are no legal actions, suits,
arbitrations, or other legal, administrative or other governmental proceedings
pending against the Company or, to the Company's knowledge, threatened against
the Company, that might question the validity of this Agreement or the
consummation of the transactions contemplated hereby.
2.4 Not Registered Securities. The Company acknowledges that none
of the Second Mortgage Notes has been registered under the Securities Act of
1933, as amended (the "Securities Act"), and applicable state securities or
"blue sky" laws and, accordingly, may not be reoffered or resold except pursuant
to an effective registration statement under the Securities Act or an available
exemption from such registration requirements. The Company is not acquiring the
Second Mortgage Notes with a view to, or for resale in connection with, any
distribution thereof in violation of applicable law.
2.5 True and Correct. All warranties and representations of the
Company in this Section 2 are true and correct in all material respects as of
the date hereof, and shall continue to be true and correct in all material
respects as of the date of Closing.
3. Representations and Warranties of Each Holder. Each Holder,
severally but not jointly, hereby represents and warrants to the Company as
follows:
3.1 Power and Authority. Holder has all the requisite power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder. The execution, delivery and performance of this Agreement by Holder
and the consummation by Holder of the transactions contemplated hereby have been
duly authorized by all necessary action on the part of Holder. This Agreement
has been duly executed and delivered by Holder and constitutes the legal, valid
and binding obligation of Holder enforceable against Holder in accordance with
its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratoriums and similar laws affecting the enforcement of
creditors' rights and remedies generally and general principles of equity.
3.2 No Violation. The execution and delivery of this Agreement by
Holder and the consummation by Holder of the transactions contemplated hereby
and compliance by Holder with the provisions hereof will not (i) violate,
conflict with, result in a breach of, or constitute a default under, the
organizational documents of Holder or any agreement, note, mortgage, undertaking
or other obligation to which Holder is a party or to which its properties or
assets are bound, including, but not limited to, the Indenture; (ii) violate any
law, rule or regulation of any governmental body or regulatory authority
applicable to Holder or any judgment, writ, injunction, decree, order or ruling
of any court, governmental body, regulatory authority or arbitrator binding on
Holder or (iii) require any consent, approval, waiver, license or authorization
or other action by, or notice to or filing by Holder with any governmental body,
regulatory authority or court having jurisdiction over Holder.
3.3 No Encumbrances. Holder (i) is the sole owner of the Second
Mortgage Note, and such sole ownership is free and clear of any liens, security
interests or other encumbrances, (ii) has not granted any other option or rights
to the Second Mortgage Note or any interest therein and (iii) has not pledged,
collaterally assigned or otherwise hypothecated any interest therein. Holder's
transfer, assignment and sale of the Second Mortgage Note to the Company
pursuant hereto will convey valid title to the Second Mortgage Note to the
Company subject as appropriate to compliance with the provisions of the
Indenture relating to transfer of the Second Mortgage Note.
3.4 Legal Proceedings. There are no legal actions, suits,
arbitrations, or other legal, administrative or other governmental proceedings
(i) pending against Holder or, to Holder's knowledge, threatened against Holder,
that might question the validity of this Agreement or the consummation of the
transactions contemplated hereby, or, (ii) to Holder's knowledge, affecting the
Second Mortgage Note.
3.5 True and Correct. All warranties and representations of Holder
in this Section 3 are true and correct in all material respects as of the date
hereof, and shall continue to be true and correct in all material respects as of
the date of Closing.
4. Further Agreement and Covenants.
4.1 Of the Company. As a further inducement for Holder to enter
into this Agreement and in consideration of Holder's agreements contained
herein, the Company, for itself and on behalf of its successors and assigns,
hereby agrees that the Company shall have no right or claim against Holder or
any of its directors, officers, stockholders, investment advisers or affiliates
in connection with or arising out of the purchase of the Second Mortgage Note
except in respect of a breach by Holder of its representations and warranties
herein contained or of any covenant of Holder set forth in this Agreement.
Without limiting the generality of the foregoing, Holder's transfer of the
Second Mortgage Note pursuant to Exhibit A hereto is made without recourse,
representation or warranty, express or implied, except as set forth in this
Agreement.
4.2 Of Holder. As a further inducement for the Company to enter
into this Agreement and in consideration of the Company's agreements contained
herein, Holder, for itself and on behalf of its successors and assigns, hereby
agrees that:
(a) Holder shall not, between the date hereof and the date of
Closing, take any action, or consent to any action, which would impair Holder's
ability to consummate the transactions contemplated hereby.
(b) Holder will take all actions required under the Indenture
to be taken by the transferor in connection with a transfer of the Second
Mortgage Note.
(c) To the extent Holder may have any right of notice with
respect to the purchase and sale of the Second Mortgage Note and the
consummation of the transactions contemplated hereby, Holder hereby waives any
such right of notice.
5. Conditions Precedent to Obligations of the Company. It shall be a
condition precedent to any obligation of the Company to purchase the Second
Mortgage Notes that (a) the Company shall have received the funds contemplated
to be received pursuant to that certain Capital Contribution Agreement, dated as
of September 29, 1998, by and between the Company and the Funds, (b) the Company
shall have purchased the First Mortgage Notes pursuant to that certain First
Mortgage Note Purchase Agreement, dated as of September 29, 1998, by and between
the Company and the noteholders listed thereon, and (c) the Company shall have
received all requisite consent from the holders of the Company's First Mortgage
Notes, and (d) the Company shall have received from each Holder the
certificate(s) evidencing such Holder's First Mortgage Note, together with the
Assignment of Note in the form attached hereto as Exhibit A, duly executed in
blank.
6. Survival of Agreement. Any claim against a party hereto based on the
representations, warranties, covenants and agreements of the parties to this
Agreement and the parties' obligations hereunder must be brought within one year
after the Closing.
7. Further Assurances. Holder agrees to execute and deliver such
further Instruments and documents necessary to effectuate the terms and intent
of this Agreement and take other similar ministerial action at any time as may
be reasonably requested by the Company to evidence the sale and assignment of
the Second Mortgage Note to it pursuant hereto. Without limiting the generality
of the foregoing, Holder agrees to provide such information as may be reasonably
requested by the Company in connection with enforcement of the Second Mortgage
Note or the Indenture.
8. Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to its conflict
of laws principles.
9. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
10. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if (a) delivered in person, (b) transmitted by
telecopy (with written confirmation), or (c) sent by an express courier (with
written confirmation) to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice) set forth next
to each party's signature below.
11. Amendment; Waiver. This Agreement may be amended, supplemented,
modified or changed only by a written agreement making specific reference to
this Agreement executed by Holder and the Company; and any provision hereof may
be waived, in whole or in part, only by a written agreement making specific
reference to this Agreement executed by the party making such waiver.
12. Captions. The headings of the various sections hereof are for
convenience of reference only and shall not affect the meaning or construction
of any provision hereof.
13. Entire Agreement. The Agreement contains the entire agreement
between the parties relating to the subject matter hereof and supersedes all
oral statements and other writings with respect to the subject matter hereof.
14. Counterparts. This Agreement may be executed in counterparts, all
of which, taken together, shall constitute one and the same instrument.
15. Severability. In the event any one or more of the provisions of
this Agreement should be held invalid, illegal or unenforceable in any respect
in any jurisdiction, such provision or provisions shall be automatically deemed
amended to the minimum extent necessary to render such provision or provisions
valid, legal and enforceable in such jurisdiction, and the legality and
enforceability of the remaining provisions of this Agreement shall not in any
way be affected or impaired thereby.
16. Confidentiality. Holder shall not disclose the economic terms of
the transaction contemplated hereby to any person other than (i) its counsel or
investment advisor or (ii) as may be required by law or the Indenture, in which
event Holder shall provide the Company with as much advance notice of such
disclosure as is practicable.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement
to be duly executed by their authorized representatives as of the day and year
first written above.
Company:
ELSINORE CORPORATION, a
Nevada corporation
By: /s/ Jeffrey T. Leeds
Name: Jeffrey T. Leeds
Title: President
Address:
202 Fremont Street
Las Vegas, Nevada 89101
Attn:
Fax: 702-387-5120
with a copy to:
Gordon & Silver, Ltd.
3800 Howard Hughes Parkway, 14th Floor
Las Vegas, Nevada 89109
Attn:
Fax: 702-369-2666
Holders:
PAUL VOIGT
By: /s/ Paul Voigt
Name: Paul Voigt
Address:
The Metro Center
One Station Place, 3N
Stamford, CT 06902
Attn: Paul Voigt
Fax: 203-708-5820
with a copy to:
Jeffries & Company, Inc.
Harborside Financial Center Plaza III,
Suite 705
Jersey City, New Jersey 07303-0469
Attn: Victor Polizotti
Fax: 212-336-7353
BEA INCOME FUND
By: /s/ Richard J. Lindquist
Name: Richard J. Lindquist
Title: Executive Director BEA Advisors
Address: 1 Citicorp Center, 57th Floor
New York, New York 10022
Fax: 212-759-3772
with a copy to:
Attn:
Fax: ___-___-____
BEA STRATEGIC GLOBAL INCOME FUND
By: /s/ Richard J. Lindquist
Name: Richard J. Lindquist
Title: Executive Director BEA Advisors
Address: 1 Citicorp Center, 57th Floor
New York, New York 10022
Fax: 212-759-3772
with a copy to:
Attn:
Fax: ___-___-____
<PAGE>
EXHIBIT A
FORM OF ASSIGNMENT
I or we assign this Second Mortgage Note to:
Elsinore Corporation
202 Fremont Street
Las Vegas, Nevada 89101
Please insert Social Security or other identifying number of
assignee _______________ and irrevocably appoint ________________ agent to
transfer this Second Mortgage Note on the books of the Company.
The agent may substitute another to act for him.
Dated: September __, 1998 Signed: __________________________
___________________________________________________________________________
(Sign exactly as name appears on the other side of this Second Mortgage Note)
EXHIBIT 99.1
Elsinore Corporation
Press Release
Elsinore Completes Recapitalization
Las Vegas, Nevada, September 30, 1998 -- Elsinore Corporation (ELSO) today
announced completion of a recapitalization of its indebtedness. In connection
with the recapitalization, certain investment accounts controlled by Morgens,
Waterfall, Vintiadis & Company, Inc. (the "Funds") contributed $4,901,070 to the
capital of the Company, which the Company used, together with other funds of the
Company, to purchase in full all of the Company's outstanding 11 1/2% First
Mortgage Notes due 2000 in the original aggregate principal amount of
$3,855,739.39 and $896,000 of original principal amount 13 1/2% Second Mortgage
Notes of the Company due 2001. In a separate transaction, the Company issued to
the Funds 50,000,000 shares of Series A Convertible Preferred Stock of the
Company in exchange for the surrender to the Company of $18,000,000 original
principal amount second mortgage notes held by the Funds. The Preferred Stock
has an aggregate liquidation preference of $18 million and is convertible into
93 million shares of the Company's Common Stock. Finally, the Company issued to
the Funds new second mortgage notes in the aggregate principal amount of
$11,104,000 in exchange for all remaining outstanding second mortgage notes held
by the Funds in the same principal amount, pursuant to an amended indenture
governing the second mortgage notes that reduced the interest rate payable
thereon from 13 1/2% to 12.83%. Following the recapitalization, the Company has
notes outstanding in the aggregate principal amount of $11,104,000.
Elsinore Corporation is registered with the Nevada Gaming Commission as a
publicly traded holding company of Four Queens, Inc., the licensed operator of
the Four Queens Hotel & Casino in downtown Las Vegas, and is operated by Riviera
Gaming Management, a wholly-owned subsidiary of Riviera Holding Corporation,
which operates the Riviera Hotel and Casino on the Las Vegas Strip.
Contact: Elsinore Corporation
202 Fremont Street
Las Vegas, Nevada 89101
(702) 385-4011
