<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM T-3
APPLICATION FOR QUALIFICATION OF INDENTURE
UNDER THE TRUST INDENTURE ACT OF 1939
PIONEER FINANCE CORP.
---------------------
(Name of applicant)
4949 Rancho Drive
Las Vegas, Nevada 89130
----------------------------------------
(Address of principal executive offices)
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED:
<TABLE>
<CAPTION>
TITLE OF CLASS AMOUNT
---------------------------- ----------------------------
<S> <C>
___% First Mortgage Bonds Up to an aggregate principal
due _____________ amount of $60,000,000
</TABLE>
Approximate date of proposed public offering: As soon as practicable after this
application for qualification becomes effective.
Name and address of agent for service:
-------------------------------------
Thomas K. Land
c/o Santa Fe Gaming Corporation
4949 Rancho Drive
Las Vegas, Nevada 89130
With a copy to:
--------------
Karen E. Bertero
Gibson, Dunn & Crutcher
333 South Grand Avenue
Los Angeles, California 90071
The obligor hereby amends this application for qualification on such date
or dates as may be necessary to delay its effectiveness until (i) the 20th day
after the filing of an amendment which specifically states that it shall
supersede this application, or (ii) such date as the Commission, acting pursuant
to Section 307(c) of the Act, may determine upon the written request of the
obligor.
<PAGE>
GENERAL
1. GENERAL INFORMATION.
-------------------
(a) The Applicant, Pioneer Finance Corp. ("Pioneer Finance"), is a
corporation.
(b) The Applicant was organized under the laws of the State of Nevada.
2. SECURITIES ACT EXEMPTION APPLICABLE.
-----------------------------------
The Applicant intends to seek consents of the holders of its 13-1/2% First
Mortgage Bonds due December 1, 1998 (the "Bonds"), issued pursuant to a
registered public offering under an indenture dated as of December 1, 1988, as
amended (such indenture, along with all supplements thereto prior to the date
hereof constituting the "Original Indenture"), to amend the Original Indenture
by supplement (such amended indenture to be qualified hereby and referred to
herein as the "New Indenture,"), pursuant to which the Bonds will be designated
____% First Mortgage Bonds due _______________ (the "Exchange Bonds"). The
terms and conditions of the transaction are set forth in an Exchange
Offer/Consent Solicitation and an accompanying Consent (which together
constitute the "Exchange Offer"), filed as exhibits hereto.
The Applicant intends to solicit the consent of the holders of the Bonds to
amend the Original Indenture, subject to (i) receipt of consents (the "Requisite
Consents") from the holders of 95% of the outstanding principal amount of the
Bonds and (ii) certain other conditions specified in the Exchange Offer. No
consents will be accepted before the effective date of this Application for
Qualification. In the event that the consents become effective, Bonds held by
holders who have not provided their consent will be redeemed pursuant to the
Original Indenture's optional redemption provision.
The Exchange Offer is being made by the Applicant in reliance on an
exemption from the registration requirements of the Securities Act of 1933, as
amended, afforded by Section 3(a)(9) thereof. There have not been and there are
not to be any sales of Exchange Bonds by the Applicant or by or through an
underwriter at or about the same time as the Exchange Offer. No cash payment has
been made or will be made by an holder of the Bonds. Other than an advisory fee
to be paid to Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"),
described below, there has been and will be no consideration that has been or is
to be given, directly or indirectly, to any person in connection with the
Exchange Offer. The Applicant will not pay any commission or other remuneration
to any broker, dealer, salesperson or other person for soliciting the giving of
consents pursuant to the Exchange Offer.
In connection with the Exchange Offer, DLJ will receive a fixed fee as
consideration for (i) advising the Applicant with respect to the structuring of
the Exchange Offer and the terms of the Exchange Bonds, and (ii) assisting in
drafting communications to holders of the Bonds setting forth the terms of the
Exchange Offer. DLJ will not solicit
2
<PAGE>
any exchange with any holder of the Bonds nor make any recommendation to any
holder of the Bonds with respect to the Exchange Offer, and no portion of the
fee to be paid to DLJ is contingent on the consummation of the Exchange Offer.
AFFILIATIONS
3. AFFILIATES.
----------
All of the outstanding capital stock of the Applicant is owned by Sahara
Resorts, a Nevada corporation ("Sahara Resorts"), and all of the outstanding
capital stock of Sahara Resorts is owned by Santa Fe Gaming Corporation, a
Nevada corporation ("Santa Fe Gaming"). As more fully discussed in response to
Item 5, Paul W. Lowden is the controlling shareholder, a director and chairman
of the board, president and chief executive officer of Santa Fe Gaming.
Accordingly, as of April 5, 1996, and thereafter until the effective date, Santa
Fe Gaming, Sahara Resorts and Mr. Lowden may be considered affiliates of
Pioneer.
Corporate Affiliates
- --------------------
Set forth below are all direct and indirect subsidiaries of Santa Fe
Gaming, showing the relationship of each to the Applicant and to each other. The
capital stock of each subsidiary is wholly owned by such subsidiary's parent
company.
Subsidiaries of Santa Fe Gaming
-------------------------------
Hacienda Hotel Inc.
Pioneer Hotel Inc.
Sahara Illinois Corp.
Sahara Nevada Corp.
Sahara Resorts
Santa Fe Coffee Company
Santa Fe Hotel Inc.
Santa Fe Management Company
Subsidiaries of Pioneer Hotel Inc.
----------------------------------
Sahara Mission Valley Inc.
Subsidiaries of Sahara Resorts
------------------------------
Casino Properties Inc.
Hacienda Hawaiian Properties
Las Vegas Aces
Pioneer Finance
Resorts Marketing International
Sahac Corp.
Sahara Finance Corp.
3
<PAGE>
Sahara Las Vegas Corp.
Tempo Advertising
Subsidiaries of Santa Fe Hotel Inc.
-----------------------------------
Sahara Mississippi Management Company
Sahara Parkville Inc.
Subsidiaries of Casino Properties Inc.
--------------------------------------
Ever-Ski Properties Inc.
MANAGEMENT AND CONTROL
4. DIRECTORS AND EXECUTIVE OFFICERS.
---------------------------------
Set forth below are the names, complete mailing addresses of and all
offices held by all directors and executive officers of the Applicant and all
persons chosen to become directors or executive officers.
Name and Address(1) Position
------------------- --------
Paul W. Lowden Director; President
Thomas K. Land Treasurer
William J. Raggio Secretary
- --------------------------
(1) The complete mailing address of each director and executive officer of the
Applicant is c/o Santa Fe Gaming Corporation, 4949 Rancho Drive, Las Vegas,
Nevada 89130.
4
<PAGE>
5. PRINCIPAL OWNERS OF VOTING SECURITIES.
-------------------------------------
As discussed in response to Item 3, Santa Fe Gaming indirectly owns 100%
of the currently issued capital stock of the Applicant. The following table sets
forth information regarding each beneficial owner of 10 percent or more of Santa
Fe Gaming's voting securities as of March 21, 1996.
<TABLE>
<CAPTION>
Name and Complete Title of Number of Shares Percentage of Voting
Mailing Address Class Owned(1) Owned Securities Owned
- ------------------ -------------- ----------------- --------------------
<S> <C> <C> <C>
Paul W. Lowden(2) Common Stock 3,234,175(3) 52.2%
</TABLE>
- --------------------
(1) Pursuant to the Amended and Restated Articles of Incorporation of Santa Fe
Gaming, the Board of Directors has the authority to authorize the issuance
of shares of preferred stock from time to time in one or more series and to
fix or alter the designations, powers and preferences or other rights, and
the qualifications, limitations or restrictions thereof. Pursuant to such
authority, the Board of Directors of Santa Fe Gaming has authorized the
issuance of a class of Exchangeable Redeemable Preferred Stock. Holders of
the Exchangeable Redeemable Preferred Stock generally have no voting
rights, except as Nevada law may otherwise provide and except that (i) each
holder thereof will be entitled to one vote for the election of two
additional directors of Santa Fe Gaming if dividends in an amount equal to
dividend payments for one Dividend Period have accrued and remain unpaid
for two years, and (ii) the approval of the holders of two-thirds of the
outstanding number of shares of Exchangeable Redeemable Preferred Stock is
required before Santa Fe Gaming may, directly or indirectly, issue a class
or series of equity securities ranking senior to or on parity with the
Exchangeable Redeemable Preferred Stock or take any action that would
materially and adversely affect the rights, preferences, power or
privileges of the Redeemable Exchangeable Preferred Stock.
(2) The address for Paul W. Lowden is c/o Santa Fe Gaming Corporation, 4949
Rancho Drive, Las Vegas, Nevada 89130.
(3) Excludes 11,042 shares owned by Mr. Lowden's wife for herself as custodian
for children, as to which Mr. Lowden disclaims beneficial ownership, and
includes 11,178 shares held jointly by Mr. Lowden and Mrs. Lowden and
93,423 shares held by LICO, a corporation which is wholly owned by Mr.
Lowden.
The Applicant is not aware of any other person owning 10 percent or more of
Santa Fe Gaming's voting securities.
5
<PAGE>
UNDERWRITERS
6. Underwriters.
-------------
(a) Within three years prior to the date of the filing of this
Application, no person acted as an underwriter of any securities of the
Applicant which were outstanding on the date of this Application.
(b) No person is acting as principal underwriter of the securities
proposed to be offered pursuant to the New Indenture.
CAPITAL SECURITIES
7. Capitalization.
---------------
(a) Set forth below is certain information with respect to each authorized
class of securities of the Applicant as of April 5, 1996:
CAPITAL STOCK
AS OF APRIL 5, 1996
<TABLE>
<CAPTION>
Title of Class Number of Shares Authorized Number of Shares Outstanding
- -------------- --------------------------- ----------------------------
<S> <C> <C>
Common Stock, no 2,500 10
par value
</TABLE>
DEBT SECURITIES
AS OF APRIL 5, 1996
<TABLE>
<CAPTION>
Designation of Debt Amount Authorized Amount Outstanding
------------------- ----------------- ------------------
<S> <C> <C>
13-1/2% First Mortgage Bonds $120,000,000 aggregate $60,000,000 aggregate
due December 1, 1998 principal amount principal amount
</TABLE>
(b) Each share of the Common Stock is entitled to one vote on all matters
submitted to a vote of stockholders. The 13-1/2% First Mortgage Bonds due
December 1, 1998 do not have voting rights.
6
<PAGE>
INDENTURE SECURITIES
8. Analysis of Indenture Provisions.
---------------------------------
The Bonds will be subject to the New Indenture among the Applicant,
Santa Fe Gaming as guarantor (the "Guarantor"), and IBJ Schroder Bank & Trust
Company as trustee (the "Trustee"). The following is a general description of
certain provisions of the New Indenture to be qualified, and the description is
qualified in its entirety by reference to the Original Indenture and form of
Supplemental Indenture to the Original Indenture, together constituting the New
Indenture to be qualified, filed as exhibits hereto. Capitalized terms used
below and not defined herein have the same meanings as in the New Indenture.
(a) Events of Default; Withholding of Notice.
----------------------------------------
The term "Event of Default" when used in the New Indenture means any one of
the following: (i) default in the payment of interest on any Bond when it
becomes due and payable and continuance of such default for a period of 5 days;
(ii) default in the payment of all or any portion of the principal of, or
premium, if any, on, any Bond (or in the deposit of any sinking fund payment),
when it becomes due and payable; (iii) any "event of default" under the
Mortgage; (iv) default in the performance, or breach, of any obligation or
covenant of the Applicant, Pioneer Hotel Inc. ("Pioneer Hotel") or the Guarantor
related to a consolidation, merger, conveyance or transfer as described in
Article Eight of the New Indenture; (v) default in the performance, or breach,
of any other covenant of the Guarantor or the Applicant in the New Indenture or
any Mortgage Document to which either is a party, or of Pioneer Hotel in any
Mortgage Document to which it is a party, and continuance thereof for 5 days
(with regard to a default involving the payment of money) and 15 days (with
regard to a non-monetary default) after "notice of default"; (vi) any default
under the Pioneer Ground Lease unless cured or waived prior to the expiration of
any applicable grace period provided for therein; (vii) certain events of
bankruptcy, insolvency or reorganization relating to the Applicant, Pioneer
Hotel or the Guarantor and their respective Subsidiaries; (viii) the revocation,
suspension, withdrawal, limitation or loss of any Permit that results in the
cessation of a substantial portion of the operations of the Pioneer Hotel &
Gambling Hall in Laughlin, Nevada, for a period, in the case of a Gaming Permit,
of more than 90 consecutive days and, in the case of any other Permit, of more
than 120 consecutive days; (ix) the existence of a final unsatisfied judgment or
judgments (that have not been effectively stayed) in an aggregate amount in
excess of $2,000,000 against Pioneer Hotel, the Guarantor, the Applicant or any
of their respective Subsidiaries or the Trust Estate for a period of 60 days;
(x) the existence of a final unsatisfied judgment (that has not been effectively
stayed) that, by itself or upon recordation, imposes or would impose a Lien on
any portion of the Trust Estate prior to that of Mortgage Documents; (xi)
acceleration of any Debt of Pioneer Hotel, the Guarantor, the Applicant or any
of their respective Subsidiaries of $2,000,000 or more in the aggregate, unless
such acceleration is rescinded, annulled or stayed, or such Debt is discharged,
within 10 days after "notice of default"; (xii) acceleration of any Debt
(regardless of amount) of Pioneer Hotel, the Guarantor, the Applicant or any of
their respective Subsidiaries that is secured by a Lien on all or any portion of
the Trust Estate
7
<PAGE>
unless, in the case of Debt secured by a Lien that is junior to the Lien of all
Mortgage Documents, such acceleration is rescinded, annulled or stayed, or such
Debt is discharged, within 10 days after "notice of default"; (xiii) admission
by Pioneer Hotel, the Guarantor, the Applicant or any of their respective
Subsidiaries of its inability to pay its debts generally as they become due;
(xiv) the entry of a final judgment, decree or order by a court of competent
jurisdiction holding the Guaranty or any Mortgage Document to be invalid or
unenforceable in any material respect or the assertion by Pioneer Hotel, the
Guarantor, the Applicant or any of their respective Subsidiaries or any Persons
acting on behalf of any of the foregoing in any pleading filed in such court
that the Guaranty or any Mortgage Document is invalid or unenforceable in any
material respect; or (xv) any Person, other than a single member of the
Lowden/Radcliffe Group, shall become the owner of any of the outstanding capital
stock of the Applicant; provided, however, that in the event that the statutory
reinstatement period provided by Nevada law with respect the Note is less than
35 days at the time of the occurrence of an Event of Default, then the grace
period with respect to such Event of Default shall be extended by the number of
days by which such statutory reinstatement period is less than 35. "Notice of
Default" means notice to the Applicant and the Guarantor by the Trustee or by
the holders of at least 25% in Outstanding Amount of the Bonds specifying an
Event of Default and requesting the Applicant or the Guarantor to cure the same
or take other appropriate action.
Certain events, defined in the Mortgage, Note and Assignment Agreement as
"events of default," constitute Events of Default under the New Indenture, as
follows: (i) default in the payment of interest on the Note when it becomes due
and payable and continuance of such default for a period of 5 days; (ii) default
in the payment of the principal of, or premium, if any, on the Note at its
maturity; (iii) default in the payment or satisfaction of any sinking fund or
prepayment obligation when and as required by the terms of the Note; (iv)
default in the payment of any other sum due under the Note or the Mortgage
Documents, and the continuance of such default for a period of 5 days after
written notice to Pioneer Hotel from the Mortgage Trustee; (v) failure to keep
in full force and effect the insurance required by the Mortgage or to comply
with certain other provisions thereof relating to insurance matters; (vi) unless
permitted under the Mortgage, the material removal or material demolition of, or
material alteration to, the Premises (other than as a result of a Taking or
Casualty); (vii) default in the performance, or breach, of any other covenant of
Pioneer Hotel in the Mortgage and continuance thereof for 5 days (with regard to
a "notice of default," unless the default or breach is curable but not
susceptible of being cured with reasonable diligence within such 5- or 15-day
period (for reasons other than the lack of funds), in which case such 5- or 15-
day period, as the case may be, shall be extended for such further period of
time as may reasonably be required to cure the same, provided that Pioneer Hotel
proceeds to cure the same with reasonable diligence; (vii) an Event of Default
under the New Indenture; (viii) any default under the Pioneer Ground Lease
unless cured or waived prior to the expiration of any applicable grace period;
(ix) default in the performance, or breach, of any of the provisions of the
Mortgage relating to mergers, consolidations, amalgamations and Disposition of
assets by Pioneer Hotel; or (x) any representation or warranty of Pioneer Hotel
in the Mortgage or
8
<PAGE>
in any certificate delivered pursuant thereto proves to be incorrect in any
respect that materially impairs the value of the Trust Estate or the security
for the Note provided thereby. Further, all debt secured by the Mortgage will
accelerate upon the imposition of any new mortgage tax or similar tax if payment
thereof by Pioneer Hotel would be unlawful or would violate applicable usury
laws. Notwithstanding the foregoing, in the event that the statutory
reinstatement period provided under Nevada law with respect to the Note is less
than 35 days at the time of the occurrence of an event of default under the
Mortgage, then the grace period with respect to such event of default shall be
extended by the number of days by which such statutory reinstatement period is
less than 35.
The New Indenture provides that the Trustee, within 90 days after the
occurrence of a default, will give notice thereof by mail to all Bondholders,
unless the default has been cured or waived; provided, however, that, except in
the case of a default in the payment of the principal of, premium, if any, or
interest on, the Bonds or any sinking fund payment, the Trustee may withhold
such notice if certain officers or executives of the Trustee in good faith
determine that such withholding is in the interest of the Bondholders; and,
provided, further, that, notwithstanding the foregoing, the Trustee shall, as
promptly as practicable after the Trustee shall learn of the occurrence of a
default under the New Indenture resulting from a default under the Pioneer
Ground Lease, transmit notice of such default by mail to all Bondholders.
In case an Event of Default occurs and is continuing, the Trustee or the
Holders of not less than 25% in Outstanding Amount of the Bonds, by notice in
writing to the Applicant and the Guarantor (and to the Trustee, if given by
holders), may declare the principal of and accrued interest on all the Bonds to
be due and payable immediately; provided, however, that the Trustee shall not
take action to declare the principal of and accrued interest on the Bonds
immediately due and payable until the statutory reinstatement period provided
under Nevada law with respect to the Note shall have expired. Such declaration
may be annulled and past defaults may be waived by the holders of a majority in
Outstanding Amount of the Bonds, upon the conditions provided in the New
Indenture. The Mortgage provides that any acceleration of the Bonds (or
rescission thereof) shall automatically be deemed an acceleration of the Note
(or rescission thereof), and the waiver of any Event of Default under the New
Indenture shall be deemed an automatic waiver of the corresponding default, if
any, under the Mortgage.
(b) Authentication and Delivery of Bonds; Application of Proceeds.
-------------------------------------------------------------
The Exchange Bonds will be executed on behalf of the Applicant by its
Chairman of the Board, President or one of its Vice Presidents under its
corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Exchange
Bonds may be manual or facsimile. An Exchange Bond shall not be valid until
there appears on such Exchange Bond a certificate of authentication duly
executed by the Trustee by manual signature of an authorized officer.
Because the Exchange Bonds are being issued in exchange for the Bonds,
there will be no proceeds from the issuance of the Exchange Bonds.
9
<PAGE>
(c) Release or Substitution of Property.
-----------------------------------
In order to secure the payment of all principal and interest and all other
obligations of the Applicant under the New Indenture, the Applicant has
unconditionally and absolutely assigned to the Trustee a first priority security
interest in the Mortgage and the Note. Pursuant to the Mortgage, Pioneer Hotel
(the Grantor under the Mortgage) may (i) sell or dispose of any Tangible
Personal Property which has become obsolete or unfit for use or which is no
longer necessary or desirable in the conduct of Pioneer Hotel's business; (ii)
alter, repair, replace, change the location or position of and add to any
Tangible Personal Property, provided that no change in location of Tangible
Personal Property may impair the security of the Mortgage upon such property;
and (iii) renew, extend, surrender, terminate, modify or amend any Leases (as
defined in the Mortgage) of Tangible Personal Property when prudent to do so.
(d) Satisfaction and Discharge of the New Indenture.
-----------------------------------------------
The New Indenture will be discharged and canceled upon payment of all the
principal of, and premium, if any, and interest on, the Exchange Bonds,
redemption of all Exchange Bonds or deposit with the Trustee of funds or
obligations issued or guarantied by the United States sufficient for such
payment or redemption.
(e) Statement as to Compliance.
--------------------------
Pioneer Hotel, the Guarantor and the Applicant are each required to furnish
to the Trustee within 120 days after the close of each fiscal year an officers'
certificate to the effect that a review of their respective activities has been
made with a view to determining whether their obligations under the New
Indenture, the Mortgage Documents and the Pioneer Ground Lease, as the case may
be, have been complied with and as to whether the signers have obtained
knowledge of any default in the fulfillment of any such obligation during such
fiscal year. If Pioneer Hotel, the Guarantor or the Applicant obtains knowledge
of any such default, it is required promptly to notify the Trustee of such
default and the action it is taking and proposes to take with respect thereto;
provided, however, that upon the occurrence of a default under the Pioneer
Ground Lease, the Company is required to notify the Trustee immediately by
telephone, confirmed in writing.
10
<PAGE>
9. OTHER OBLIGORS.
---------------
The full performance of the Bonds and the Indenture by the Applicant has
been guarantied by Santa Fe Gaming, which is the ultimate parent company of the
Applicant. The complete mailing address of Santa Fe Gaming Corporation is 4949
Rancho Drive, Las Vegas, Nevada 89130.
CONTENTS OF APPLICATION FOR QUALIFICATION. This application for
------------------------------------------
qualification comprises--
(a) Pages numbered 1 to 13, consecutively.
(b) The statement of eligibility and qualification of each trustee under
the indenture to be qualified.
(c) The following exhibits in addition to those filed as a part of the
statement of eligibility and qualification of each trustee:
Exhibit T3A Articles of Incorporation of Pioneer Finance Corporation,
----------- currently in effect, incorporated herein by reference to
Exhibit 3.1 to Amendment No. 2 to the Applicant's
Registration Statement on Form S-1 dated November 21,
1988, registration no. 33-24589 (the "S-1 Amendment No.
2").
Exhibit T3B Bylaws of Pioneer Finance Corporation, currently in
----------- effect, incorporated herein by reference to Exhibit 3.2 to
the S-1 Amendment No. 2.
Exhibit T3C.1 Indenture among Pioneer Finance Corp., Sahara Casino
------------- Partners, L.P., as Guarantor, and Security Pacific
National Bank as Trustee, dated as of December 1, 1988,
incorporated herein by reference to Exhibit 4.1 to the S-1
Amendment No. 2.
Exhibit 43C.2 First Supplemental Indenture among Pioneer Finance Corp.,
------------- Sahara Casino Partners, L.P., as Guarantor and Security
Pacific National Bank as Trustee, dated as of December 21,
1990, previously filed as an exhibit to post-effective
Amendment No. 5 to the Registration Statement on Form S-1
(No. 33-33031) of Sahara Finance Corp., Sahara Casino
Partners, L.P., Sahara Operating Limited Partnership,
Hacienda Operating Limited Partnership, and Santa Fe
Operating Partnership as filed on April 15, 1991 and
incorporated herein by reference.
11
<PAGE>
Exhibit 43C.3 Second Supplemental Indenture among Pioneer Finance
------------- Corp., Bank of America National Trust and Savings
Association as Trustee, Sahara Casino Partners, L.P., as
Guarantor, Pioneer Operating Limited Partnership, Pioneer
Hotel Inc. and Sahara Gaming Corporation, dated as of
September 30, 1993.
Exhibit 43C.4 Tri-Party Agreement among Pioneer Finance Corp., Sahara
------------- Gaming Corporation, Pioneer Hotel Inc., Bank of America
National Trust and Savings Association, Bank of America
Nevada and IBJ Schroder Bank & Trust Company, dated as of
December 30, 1994.
Exhibit 43C.5 Third Supplemental Indenture among IBJ Schroder Bank &
------------- Trust Company as Trustee, Pioneer Finance Corp. and Sahara
Gaming Corporation as Guarantor, dated as of August 31,
1995.
Exhibit 43C.6* Form of Fourth Supplemental Indenture among Pioneer
------------- Finance Corp., Santa Fe Gaming Corporation as Guarantor
and IBJ Schroder Bank & Trust Company as Trustee, which,
together with the Original Indenture and all supplements
thereto, constitutes the New Indenture related to the
Exchange Bonds.
Exhibit T3E.1* Form of Exchange Offer/Consent Solicitation.
-------------
Exhibit T3E.2* Form of Consent.
-------------
Exhibit T3E.3* Form of letter to brokers.
-------------
Exhibit T3E.4* Form of letter from brokers to clients.
-------------
Exhibit T3F Cross reference sheet showing the location in the New
----------- Indenture of the provisions inserted therein pursuant to
Sections 310 through 318(a), inclusive, of the Act
(included as part of Exhibit T3C.1).
- -----------------------
* To be filed by amendment.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, Pioneer Finance Corporation, a corporation organized and existing
under the laws of Nevada, has duly caused this application to be signed on its
behalf by the undersigned, thereunto duly authorized, and its seal to be
hereunto affixed and attested, all in the City of Las Vegas, and State of
Nevada, on the 5th day of April, 1996.
(SEAL) PIONEER FINANCE CORPORATION
By: /s/ Thomas K. Land
-----------------------
Thomas K. Land
Treasurer
Attest: /s/ William J. Raggio
---------------------
William J. Raggio
Secretary
13
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE NUMBER IN
SEQUENTIALLY NUMBERED
EXHIBIT NO. DESCRIPTION VOLUME
- ----------- ----------- ---------------------
<S> <C> <C>
Exhibit T3A Articles of Incorporation of Pioneer
- ----------- Finance Corporation, currently in
effect, incorporated herein by
reference to Exhibit 3.1 to Amendment
No. 2 to the Applicant's Registration
Statement on Form S-1 dated November
21, 1988, registration no. 33-24589
(the "S-1 Amendment No. 2").
Exhibit T3B Bylaws of Pioneer Finance Corporation,
- ----------- currently in effect, incorporated
herein by reference to Exhibit 3.2 to
the S-1 Amendment No. 2.
Exhibit T3C.1 Indenture among Pioneer Finance Corp.,
- ------------- Sahara Casino Partners, L.P., as
Guarantor, and Security Pacific
National Bank, as Trustee, dated as of
December 1, 1988, incorporated herein
by reference to Exhibit 4.1 to the S-1
Amendment No. 2.
Exhibit 43C.2 First Supplemental Indenture among
- ------------- Pioneer Finance Corp., Sahara Casino
Partners, L.P., as Guarantor and
Security Pacific National Bank as
Trustee, dated as of December 21, 1990,
previously filed as an exhibit to post-
effective Amendment No. 5 to the
Registration Statement on Form S-1 (No.
33-33031) of Sahara Finance Corp.,
Sahara Casino Partners, L.P., Sahara
Operating Limited Partnership, Hacienda
Operating Limited Partnership, and
Santa Fe Operating Partnership as filed
on April 15, 1991 and incorporated
herein by reference.
Exhibit 43C.3 Second Supplemental Indenture among
- ------------- Pioneer Finance Corp., Bank of America
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
PAGE NUMBER IN
SEQUENTIALLY NUMBERED
EXHIBIT NO. DESCRIPTION VOLUME
- ----------- ----------- ---------------------
<S> <C> <C>
National Trust and Savings Association
as Trustee, Sahara Casino Partners,
L.P., as Guarantor, Pioneer Operating
Limited Partnership, Pioneer Hotel Inc.
and Sahara Gaming Corporation, dated as
of September 30, 1993.
Exhibit 43C.4 Tri-Party Agreement among Pioneer
- ------------- Finance Corp., Sahara Gaming
Corporation, Pioneer Hotel Inc., Bank
of America National Trust and Savings
Association, Bank of America Nevada and
IBJ Schroder Bank & Trust Company, dated
as of December 30, 1994.
Exhibit 43C.5 Third Supplemental Indenture among IBJ
- ------------- Schroder Bank & Trust Company as
Trustee, Pioneer Finance Corp. and
Sahara Gaming Corporation as Guarantor,
dated as of August 31, 1995.
Exhibit 43C.6* Form of Fourth Supplemental Indenture
- ------------- among Pioneer Finance Corp., Santa Fe
Gaming Corporation as Guarantor and IBJ
Schroder Bank & Trust Company as
Trustee, which, together with the
Original Indenture and all supplements
thereto, constitutes the New Indenture
related to the Exchange Bonds.
Exhibit T3E.1* Form of Exchange Offer/Consent
- ------------- Solicitation.
Exhibit T3E.2* Form of Consent.
- -------------
Exhibit T3E.3* Form of letter to brokers.
- -------------
Exhibit T3E.4* Form of letter from brokers to clients.
- -------------
Exhibit T3F Cross reference sheet showing the Included as part of
- ----------- location in the New Indenture of the Exhibit T3C.1.
provisions inserted therein pursuant
to Sections 310
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
PAGE NUMBER IN
SEQUENTIALLY NUMBERED
EXHIBIT NO. DESCRIPTION VOLUME
- ----------- ----------- ---------------------
<S> <C> <C>
through 318(a), inclusive, of the
Act.
</TABLE>
- -------------------------
* To be filed by amendment.
16
<PAGE>
EXHIBIT 43C.3
SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE ("Supplemental Indenture") dated as of
September 30, 1993, by and between Bank of America National Trust and Savings
Association as Trustee ("Trustee"), Pioneer Finance Corp., a Nevada corporation
("Company"), Sahara Casino Partners, L.P., a Delaware limited partnership
("Guarantor"), Pioneer Operating Limited Partnership, a Nevada limited
partnership ("Operating Partnership"), Pioneer Hotel Inc., a Nevada corporation
("Successor Operating Company") and Sahara Gaming Corporation, a Nevada
corporation ("Successor Guarantor").
R E C I T A L S
The Company, Guarantor and Trustee executed an Indenture dated December 1,
1988, as amended December 31, 1990, ("Indenture"), with respect to $120,000,000
principal amount of the Company's 13-1/2% First Mortgage Bonds Due December 1,
1998 ("Bonds"). The Bonds are guaranteed by the Guarantor ("Guarantee").
The Bonds and Company's obligations under the Indenture are secured by the
real and personal property described in or from time to time subject to the
Mortgage and the other Mortgage Documents.
Pursuant to that certain Agreement and Plan of Reorganization
(Reorganization") dated September 30, 1993, among Guarantor, Sahara Resorts, a
Nevada corporation ("Sahara Resorts"), Successor Guarantor and Sahara Merger
Corp., a Nevada corporation, Guarantor will merge into Successor Guarantor, as a
result of which Successor Guarantor will be the surviving entity. The Company
will remain a wholly-owned subsidiary of Sahara Resorts.
As a part of the Reorganization, it is contemplated that the Operating
Partnership will merge into Successor Operating Company.
Following the Reorganization, Successor Operating Company will be
wholly-owned by Successor Guarantor, and Successor Operating Company will own
and be licensed to operate the Pioneer Hotel & Gambling Hall.
The Successor Operating Company and Successor Guarantor have requested that
the Trustee execute this Supplemental Indenture.
The Trustee is willing to execute this Supplemental Indenture pursuant to
the terms and conditions of the Indenture.
The Guarantor, Successor Guarantor, Operating Partnership, Successor
Operating Company and Company, pursuant to an Officer's Certificate, have
represented to Trustee that no Change in Control shall occur as a consequence of
the Reorganization and that consummation of the Reorganization does not require
the consent of the lessor under the Pioneer Ground Lease.
<PAGE>
NOW, THEREFORE, in consideration of the mutual covenants and premises set
forth herein, and for other valuable consideration the receipt and sufficiency
of which is hereby acknowledged, the parties further agree as follows:
AGREEMENT
---------
A. DEFINED TERMS.
-------------
Any capitalized terms that are not expressly defined in this Second
Supplemental Indenture shall have the meaning provided in the Indenture.
B. ASSUMPTION BY SUCCESSOR OPERATING COMPANY.
-----------------------------------------
The Successor Operating Company hereby expressly assumes the due and
punctual payment of all amounts due under the Note and the due and punctual
performance and observance of every other covenant, condition and obligation to
be performed or observed by the Operating Partnership under the Mortgage
Documents and the Pioneer Ground Lease (the foregoing includes, without
limitation, acknowledgment of the pledge and assignment effected by the
Assignment Agreement). As a result of the Reorganization, the Successor
Operating Company shall own all of the properties and assets (both tangible and
intangible) constituting the Trust Estate (including, without limitation, all of
the properties and assets constituting the Hotel-Gambling Hall and all of the
Operating Partnership's estate, right, title and interest in, to and under the
Pioneer Ground Lease), subject only to Permitted Encumbrances, and hold all
Permits required for the ownership and operation of the Hotel-Gambling Hall.
C. ASSUMPTION BY SUCCESSOR GUARANTOR.
---------------------------------
The Successor Guarantor hereby expressly assumes the due and punctual
payment of all amounts due under the Guarantees and the due and punctual
performance and observance of every other covenant, condition and obligation to
be performed or observed by the Guarantor under the Guarantees and the
Indenture, including Article Thirteen. The Successor Guarantor expressly
acknowledges and agrees that its obligations under Article Thirteen of the
Indenture and under the Guarantees endorsed on the Bonds shall remain in full
force and effect following the Reorganization and shall apply with respect to
Successor Guarantor as if Successor Operating Company had been named as the
"Operating Partnership" in the definition of such term in Section 101 of the
Indenture. As a result of the Reorganization, the Successor Guarantor shall own
all Permits (i) required for the ownership and operation of the Hotel-Gambling
Hall and each other hotel and gaming facility in which it may own an interest or
which it may operate, directly or indirectly, or (ii) required for it to own,
directly or indirectly, an interest in the Successor Operating Company or any
other Person that owns or operates a hotel or gaming facility.
<PAGE>
D. EXECUTION BY TRUSTEE.
--------------------
The Trustee executes this Supplemental Indenture in accordance with the
terms of the Indenture; provided, however, that such execution is conditioned
upon the satisfaction of all the terms and conditions contained herein, and that
such execution shall not constitute a waiver of any of the terms and conditions
set forth in the Indenture or other Mortgage Documents regarding any future
consolidation, merger, conveyance or transfer other than in connection with the
Reorganization.
All of the collateral shall remain and continue in all respects subject to
the Lien of the Mortgage Documents and the Indenture, and nothing herein
contained or done pursuant hereto, shall affect or be construed to affect the
Lien of the Mortgage Documents on all or any portion of the Trust Estate, or
the priority thereof over other liens and encumbrances or conveyances, or the
rights and powers of the Trustee and the Holders of the Bonds. The Assignment
Agreement shall remain and continue to constitute the valid present assignment
to the Trustee of all of the Company's right, title and interest in and to the
Assigned Properties, and the Successor Operating Company will succeed, directly
or indirectly, to all of the assets and liabilities of the Operating
Partnership, including its interest as lessee under the Pioneer Ground Lease.
E. INDEMNIFICATION.
---------------
Successor Guarantor agrees to defend, indemnify and hold Trustee and its
officers, employees and agent harmless from any claims, judgments, damages,
penalties, fines, costs, liabilities (including sums paid in settlements of
claims) or loss, including reasonable attorneys' fees, consultant fees, and
expert fees which may arise due to any breach of Trustee's fiduciary
responsibilities under the Indenture as a result of the Trustee's execution of
this Second Supplemental Indenture.
F. Except as otherwise amended, modified or supplemented by this Second
Supplemental Indenture, the Indenture, the Mortgage Documents, Environmental
Indemnity Agreement and Environmental Assignment Agreement shall continue in
full force and effect and are enforceable in accordance with their terms.
G. This Supplemental Indenture may be executed in counterparts.
K. The Trustee assumes no responsibility for the correctness of the recitals
herein.
3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed as of the date first written above.
"Trustee" "Company"
BANK OF AMERICA NATIONAL TRUST PIONEER FINANCE CORP.,
AND SAVINGS ASSOCIATION, as Trustee A Nevada corporation
By: By: /s/ Paul W. Lowden
-------------------------------- --------------------------------
Its: Its:
-------------------------------- --------------------------------
"Guarantor" "Operating Partnership"
SAHARA CASINO PARTNERS, L.P., PIONEER OPERATING LIMITED
a Delaware limited partnership PARTNERSHIP, a Nevada
limited partnership
By: /s/ Paul W. Lowden By: /s/ Paul W. Lowden
-------------------------------- --------------------------------
Its: Its:
-------------------------------- --------------------------------
"Successor Operating Company" "Successor Guarantor"
PIONEER HOTEL, INC., a SAHARA GAMING CORPORATION,
Nevada corporation a Nevada corporation
By: /s/ Paul W. Lowden By: /s/ Paul W. Lowden
-------------------------------- --------------------------------
Its: Its:
-------------------------------- --------------------------------
<PAGE>
EXHIBIT 43C.4
TRI-PARTY AGREEMENT
-------------------
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as
of December 30, 1994 by and among PIONEER FINANCE CORP., a corporation duly
organized and existing under the laws of the state of Nevada, having its
principal office at 2535 Las Vegas Blvd. South, Las Vegas, Nevada 89109 (the
"Issuer"), SAHARA GAMING CORPORATION, a corporation duly organized and existing
under the laws of the State of Nevada, successor by merger to Sahara Casino
Partners, L.P. (the "Guarantor"), PIONEER HOTEL INC., a Nevada corporation,
successor by merger to Pioneer Operating Limited Partnership (the "Operating
Company"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national
banking association duly organized and existing under the laws of the United
States of America, having a corporate trust office at 333 South Beaudry, 25th
Floor, Los Angeles, California 90017, BANK OF AMERICA NEVADA, a state banking
association duly organized and existing under the laws of the State of Nevada,
having a corporate trust office at 300 South Fourth Street, Las Vegas, Nevada
89101 and IBJ SCHRODER BANK & TRUST COMPANY, a New York banking organization
having a corporate trust office at One State Street, New York, New York 10004.
Capitalized terms used herein and not defined otherwise herein shall have
the meaning ascribed to such terms in the Indenture.
WHEREAS, the Issuer issued its 13 1/2% First Mortgage Bonds due
December 1, 1998 in the original principal amount of $120,000,000 (the "Bonds"),
pursuant to an Indenture dated as of December 1, 1988 (the "Indenture"), between
the Issuer, Sahara Casino Partners, L.P. as guarantor and Security Pacific
National Bank as the Trustee:
WHEREAS, in connection with the issuance of the Bonds, the Issuer
made a loan (the "Loan") to Pioneer Operating Limited Partnership, a Nevada
Limited Partnership, which Loan was evidenced by a note in the principal amount
of $120,000,000 (the "Note") and secured by a deed of trust (the "Mortgage") and
certain other personal property;
WHEREAS, payments on the Bonds are guaranteed by the Guarantor
and the Bonds and the Issuer's obligations under the Indenture are secured by
the Note and Mortgage which was assigned by the Issuer to the Trustee for the
benefit of the Bondholders;
WHEREAS, the Issuer appointed Security Pacific National Bank to
act as the Trustee, Authenticating Agent, Bond Registrar and Paying Agent under
the Indenture;
WHEREAS, Bank of America National Trust and Savings Association
(the "Resigning Trustee"), has succeeded Security Pacific National Bank as the
Trustee, Authenticating Agent, Bond Registrar and Paying Agent under the
Indenture and except as otherwise provided
1
<PAGE>
herein any further reference in this instrument to the "Resigning Trustee" shall
include the capacities of Trustee, Authenticating Agent, Bond Registrar and
Paying Agent;
WHEREAS, pursuant to Section 614 of the Indenture and by
instrument dated effective as of December 1, 1988, Nevada National Bank was
appointed to act as a Co-Trustee with respect to that portion of the Trust
Estate located in Nevada;
WHEREAS, Security Pacific Bank Nevada succeeded Nevada National
Bank as Co-Trustee and Bank of America Nevada (the "Resigning Co-Trustee")
succeeded Security Pacific Bank Nevada and serves as the current Co-Trustee;
WHEREAS, pursuant to the terms of that certain First Supplemental
Indenture dated as of December 21, 1990, the Note was amended and restated to
cure certain ambiguities;
WHEREAS, pursuant to that certain Second Supplemental Indenture
dated as of September 30, 1993, Sahara Gaming Corporation (the "Guarantor"),
successor by merger to Sahara Casino Partners, L.P., assumed the due and
punctual payment obligations under the Note and the due and punctual payment and
performance obligations under the Guarantees and the punctual performance and
observance of all conditions and covenants of Sahara Casino Partners L.P. as the
original guarantor under the Guarantees and the Indenture;
WHEREAS, the Indenture provides that the Trustee may at any time
resign by giving written notice thereof to the Issuer and the Guarantor and the
Resigning Trustee and Co-Trustee have given the Issuer and the Guarantor such
written notice of their resignation under the Indenture;
WHEREAS, the Indenture further provides that, if the Trustee
shall resign, the Issuer shall thereupon promptly appoint a successor Trustee;
WHEREAS, the Indenture further provides that the Trustee with the
concurrence of the Issuer and the Guarantor may accept the resignation of the
Co-Trustee;
WHEREAS, the Issuer desires to appoint IBJ Schroder Bank & Trust
Company ("IBJ Schroder") as successor to Resigning Trustee and Resigning
Co-Trustee to act in all capacities as those in which Resigning Trustee and
Resigning Co-Trustee acted under the Indenture, and except as otherwise provided
herein, any further reference in this Instrument to the "Successor Trustee"
shall include the capacities of Trustee, Co-Trustee, Authenticating Agent, Bond
Registrar and Paying Agent;
WHEREAS, the Indenture provides that any resignation by the
Trustee shall become effective upon acceptance of appointment by the successor
Trustee;
2
<PAGE>
WHEREAS, the Indenture further provides that the successor Trustee shall
execute, acknowledge and deliver to the Issuer, the Guarantor and to the
resigning Trustee an Instrument accepting such appointment and thereupon the
resignation of the Trustee shall become effective and such successor shall
become Trustee without any further act, deed or conveyance, shall become vested
with all rights, powers, duties and obligations of the resigning Trustee;
WHEREAS, the Indenture further provides that no successor Trustee shall
accept appointment unless at the time it is qualified and eligible under the
Indenture;
WHEREAS, IBJ Schroder is qualified, eligible and willing to accept its
appointment as Successor Trustee; and
WHEREAS, Issuer, upon the execution and delivery of this Instrument,
shall cause notice of the resignation of the Resigning Trustee and the Resigning
Co-Trustee and appointment of Successor Trustee to be mailed to the Holders of
the Bonds as required by the Indenture;
NOW, THEREFORE, for and in consideration of the premises and of other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is hereby covenanted, declared and decreed by the parties
hereto as follows:
1. The resignations of Resigning Trustee and Co-Trustee are hereby
accepted, and their discharge from the trust created by the Indenture shall be
effective as of the date hereof upon the execution and delivery of this
Instrument by all the parties hereto.
2. The Issuer, together with the Guarantor and Operating Company with
respect to appointment of co-trustee, in the exercise of the authority vested in
them by the Indenture hereby appoints IBJ Schroder as Successor Trustee to
succeed Resigning Trustee and Resigning Co-Trustee with all rights, powers,
trusts, duties and obligations under the Indenture, such appointment to be
effective as of the date hereof upon the execution and delivery of this
Instrument by all the parties hereto.
3. IBJ Schroder hereby represents that it is qualified and eligible
under the provisions of the Indenture to be appointed Successor Trustee under
the Indenture, including carrying out the duties of co-trustee, hereby accepts
its appointment as Successor Trustee to act in all such capacities as Resigning
Trustee and Resigning Co-Trustee acted, effective as of the date hereof upon the
execution and delivery of this Instrument by all parties hereto, and hereby
assumes the rights, powers, trusts, duties and obligations as Successor Trustee,
subject to all terms and provisions therein and herein contained.
4. Resigning Trustee and Resigning Co-Trustee hereby grant, give,
bargain, sell, remise, release, convey, confirm, assign, transfer and set over
to IBJ Schroder and its successors and assigns, all rights, title and interest
of Resigning Trustee and Resigning Co-Trustee
3
<PAGE>
in and to the trust estate and all rights, powers and trusts under the
Indenture; and Resigning Trustee and Resigning Co-Trustee do hereby pay over,
assign and deliver to IBJ Schroder any and all money, if any, property, if any,
held by Resigning Trustee and Resigning Co-Trustee as trustee or co-trustee, as
the case may be, and the Issuer for the purpose of more fully and certainly
vesting in and confirming to IBJ Schroder as such Successor Trustee said estate,
properties, rights, powers and, at the request of IBJ Schroder, joins in the
execution hereof.
5. (a) Resigning Trustee hereby agrees, upon reasonable request of
IBJ Schroder, to execute, acknowledge and deliver such further instruments of
transfer and further assurances and to do such other things as may reasonably
be required for more fully and certainly vesting and confirming in IBJ Schroder
all property, rights, powers, duties, trust, immunities and obligations of
Resigning Trustee under the Indenture.
(b) Resigning Co-Trustee hereby agrees, upon reasonable request
of IBJ Schroder, to execute, acknowledge and deliver such further instruments of
transfer and further assurances and to do such other things as may be reasonably
be required for more fully and certainly vesting and confirming in IBJ Schroder
all property, rights, powers, duties, trust, immunities and obligations of
Resigning Co-Trustee under the Indenture.
6. (a) Resigning Trustee hereby represents and warrants to IBJ
Schroder that (i) no Event of Default or covenant or condition contained in the
Indenture has been intentionally waived by Resigning Trustee or has been waived
in writing delivered to Resigning Trustee by the holders of the percentage in
aggregate principal amount of the Securities required by the Indenture to effect
any such waiver and (ii) there is no action, suit or preceeding pending or, to
the best knowledge of Resigning Trustee, threatened against Resigning Trustee
before any court or governmental authority arising out of any action or omission
by Resigning Trustee under the Indenture.
(b) Resigning Co-Trustee hereby represents and warrants to IBJ
Schroder that (i) no Event of Default or covenant or condition contained in the
Indenture has been intentionally waived by Resigning Co-Trustee or has been
waived in writing delivered to Resigning Co-Trustee by the holders of the
percentage in aggregate principal amount of the Securities required by the
Indenture to effect any such waiver and (ii) there is no action, suit or
proceeding pending or, to the best knowledge of Resigning Co-Trustee, threatened
against Resigning Co-Trustee before any court or governmental authority arising
out of any action or omission by Resigning Co-Trustee under the Indenture.
7. The Issuer, upon the execution and delivery of this Instrument,
shall cause notice of the resignation of Resigning Trustee and Co-Trustee and
appointment of IBJ Schroder as Successor Trustee to be mailed to the Holders of
the Bonds as required by Section 610 of the Indenture.
4
<PAGE>
8. Notwithstanding the resignation of Resigning Trustee under the
Indenture, the obligations of Issuer to Resigning Trustee under the Indenture,
shall not be abrogated and the Issuer shall remain obligated, to the extent
provided in the Indenture, to compensate, reimburse and indemnify Resigning
Trustee in connection with its trusteeship under the Indenture.
9. This Instrument may be executed in any number of counterparts, each
of which shall be an original but such counterparts shall together constitute
but one and the same instrument.
10. This Instrument shall be governed by and construed in accordance
with the laws of the State of California.
///
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Instrument of
Resignation, Appointment and Acceptance to be duly executed all as of the day
and year first above written.
IBJ SCHRODER BANK & TRUST COMPANY,
as SUCCESSOR TRUSTEE
By: /s/ Barbara McCluskey
--------------------------------------------
Name: Barbara McCluskey
------------------------------------------
Title: Assistant Vice President
-----------------------------------------
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION,
as RESIGNING TRUSTEE,
By: /s/ M. Deborah Gibbons
--------------------------------------------
Name: M. Deborah Gibbons
------------------------------------------
Title: Sr. Trust Officer
-----------------------------------------
BANK OF AMERICA NEVADA,
as RESIGNING CO-TRUSTEE,
By: /s/ Gary W. Carlisle
--------------------------------------------
Name: Gary W. Carlisle
------------------------------------------
Title: Assistant Vice President & Trust Officer
-----------------------------------------
6
<PAGE>
PIONEER FINANCE CORP., as ISSUER
By: /s/ Thomas K. Land
--------------------------------------------
Name: THOMAS K. LAND
------------------------------------------
Title: SENIOR V.P., CHIEF FINANCIAL OFFICER
-----------------------------------------
SAHARA GAMING CORPORATION,
successor by merger to Sahara Casino Partners, L.P.
as GUARANTOR
By: /s/ Thomas K. Land
--------------------------------------------
Name: THOMAS K. LAND
------------------------------------------
Title: SENIOR V.P., CHIEF FINANCIAL OFFICER
-----------------------------------------
PIONEER HOTEL, INC.
successor by merger to Pioneer Operating Limited Partnership
as the OPERATING COMPANY
By: /s/ Thomas K. Land
--------------------------------------------
Name: THOMAS K. LAND
------------------------------------------
Title: SENIOR V.P., CHIEF FINANCIAL OFFICER
-----------------------------------------
7
<PAGE>
STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )
On December 20, 1994 before me Carol Schwab a Notary Public in and for said
----------------- ------------
state, personally appeared Barbara McCluskey.
-----------------
[X] personally known to me
OR
[ ] proved to me
on the basis of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person or
the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal
/s/ Carol E. Schwab
-----------------------------------
Notary Public in and for said State
CAROL E. SCHWAB
NOTARY PUBLIC, State of New York
No. 4962621
Qualified in New York County
Certificate Filed in New York County
Commission Expires June 3, 1995
9
<PAGE>
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On December 21, 1994, before me, Alicia M. Estrada, a Notary Public in and for
----------------- -----------------
said state, personally appeared M. Deborah Gibbons.
------------------
[X] personally known to me
OR
[ ] proved to me
on the basis of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person or
the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Alicia M. Estrada
[SEAL] ------------------------------------
Notary Public in and for said State
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On ____________________, before me, _________________________, a Notary Public
in and for said state, personally appeared ___________________________________.
[ ] personally known to me
OR
[ ] proved to me
on the basis of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person or
the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
------------------------------------
Notary Public in and for said State
8
<PAGE>
STATE OF NEVADA ) [SEAL]
) ss.
COUNTY OF )
On 12/16/94, before me, Yvonne Wilson, a Notary Public in and for said state,
personally appeared Gary W. Carlile.
[X] personally known to me
OR
[_] proved to me
on the basis of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person or
the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Yvonne Wilson
-----------------------------------------
Notary Public in and for said State
STATE OF NEVADA )
) ss.
COUNTY OF )
On ___________________, before me, ___________________________, a Notary Public
in and for said state, personally appeared _____________________________________
_____________________________.
[_] personally known by me
OR
[_] proved to me
on the basis of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person or
the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
-----------------------------------------
Notary Public in and for said State
10
<PAGE>
STATE OF NEVADA )
) ss. Las Vegas
COUNTY OF )
On ___________________, before me Judith Villano a Notary Public in and for said
--------------
state, personally appeared Thomas K. Land,
--------------
[X] personally known to me
OR
[ ] proved to me
on the basis of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person or
the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Judith Villano
--------------------------------------------
Notary Public in and for said State
(SEAL)
STATE OF NEVADA )
) ss. Las Vegas
COUNTY OF )
On _______________________, before me Judith Villano, a Notary Public in and for
--------------
said state, personally appeared Thomas K. Land,
--------------
[X] personally known to me
OR
[ ] proved to me
on the basis of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person or
the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Judith Villano
--------------------------------------------
Notary Public in and for said State
(SEAL)
<PAGE>
STATE OF NEVADA )
) ss. Las Vegas
COUNTY OF )
On__________________, before me, Judith Villano, a Notary Public in and for
said state, personally appeared Thomas K. Land.
[X] personally known to me
OR
[ ] proved to me
on the basis of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person or
the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Judith Villano
---------------------------------
Notary Public in and for said State
STATE OF NEVADA )
) ss. (SEAL)
COUNTY OF )
On_______________, before me,_________________________, a Notary Public in and
for said state, personally appeared___________________________________________.
[ ] personally known to me
OR
[ ] proved to me
on the basis of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he executed the same in
his authorized capacity, and that by his signature on the instrument the person
or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
_______________________________________
Notary Public in and for said State
10
<PAGE>
EXHIBIT 43C.5
THIRD SUPPLEMENTAL INDENTURE
THIS THIRD SUPPLEMENTAL INDENTURE (the "Supplemental Indenture")
dated as of August 31, 1995, by and among IBJ Schroder Bank & Trust Company, as
Trustee (the "Trustee"), Pioneer Finance Corp., a Nevada corporation (the
"Company"), Pioneer Hotel Inc., a Nevada corporation ("Operating Company"), and
Sahara Gaming Corporation, a Nevada corporation (the "Guarantor"). Capitalized
terms not otherwise defined herein have the meanings set forth in the Indenture,
as defined below.
R E C I T A L S
A. The Company, Sahara Casino Partners, L.P. ("Sahara Casino"), as
guarantor, and Security Pacific National Bank ("Security Pacific"), as trustee,
executed that certain Indenture dated December 1, 1988 (as amended as described
herein, the "Indenture"), as amended by (i) that certain First Supplemental
Indenture, dated as of December 21, 1990, among the Company, Sahara Casino, as
guarantor, and Security Pacific, as trustee; (ii) that certain Second
Supplemental Indenture, dated as of September 30, 1993, among Bank of America
National Trust and Savings Association ("Bank of America"), as successor
trustee, the Company, Sahara Casino, as guarantor, Pioneer Operating Limited
Partnership, a Nevada limited partnership ("POLP"), Operating Company, and the
Guarantor, reflecting various reorganizations in which the Guarantor became the
successor of Sahara Casino and the Operating Company became the successor of
POLP; and (iii) that certain Tri-Party Agreement, dated as of December 30,
1994, by and among the Company, the Guarantor, the Operating Company, Bank of
America, Bank of America Nevada, a Nevada banking association, and the Trustee,
pursuant to which Bank of America was replaced as the trustee by the Trustee,
with respect to $120,000,000 principal amount of the Company's 13 1/2% First
Mortgage Bonds Due December 1, 1998 ("Bonds"). The Bonds are guaranteed by the
Guarantor ("Guarantee"). The Bonds and the Company's obligations under the
Indenture are secured by the real and personal property described in or from
time to time subject to the Mortgage and the other Mortgage Documents.
B. Section 801(d) of the Indenture provides that the Guarantor shall
not cause or permit any of its consolidated Subsidiaries to dispose of all or
substantially all of their respective properties or assets, except when such
assets or properties are transferred to other Subsidiaries of the Guarantor.
Hacienda Hotel Inc. ("HHI"), a Nevada corporation and consolidated Subsidiary of
the Guarantor, has
<PAGE>
entered into an agreement to dispose of substantially all of its assets,
including the Hacienda Resort Hotel and Casino (the "Hacienda Hotel"). Sahara
Nevada Corp. ("SNC") and Sahara Las Vegas Corp. ("Sahara Las Vegas"), each
Nevada corporations and consolidated Subsidiaries of the Guarantor, have entered
into agreements to dispose of all or substantially all of their respective
assets, comprised of the Sahara Hotel and Casino and related property (the
"Sahara Hotel").
C. The Company and the Guarantor, pursuant to the Consent and Waiver,
dated July 10, 1995, as supplemented by a letter dated July 11, 1995, attached
hereto as Exhibit A (as supplemented, the "Consent and Waiver"), have solicited
the consent of the Holders to the waiver of Section 801(d) of the Indenture with
respect to the transactions described above, and the Holders of at least a
majority of the outstanding Bonds have granted such consent and waiver, subject
to the terms and conditions included in the Consent and Waiver.
D. The terms and conditions of the Consent and Waiver require certain
amendments to the Indenture, which amendments are effected hereby.
E. The Company, the Operating Company and Guarantor have requested
that the Trustee execute this Third Supplemental Indenture, and the Trustee is
willing to execute this Third Supplemental Indenture pursuant to the terms and
conditions of the Indenture.
NOW, THEREFORE, in consideration of the mutual covenants and premises
set forth herein, and for other valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties further agree as
follows:
AGREEMENT
---------
I. OBLIGATIONS OF THE GUARANTOR
A. ACQUISITION AND CONTRIBUTION OF BONDS TO THE OPERATING COMPANY
The Guarantor shall, subject to the applicable conditions described in
Section I.E hereof, acquire or cause to be acquired $20,000,000 principal amount
of Bonds (the "Putnam Bonds"), as described in and subject to the terms and
conditions of that certain letter dated February 8, 1995, among Putnam
Investment Management, the Guarantor and the Company, attached hereto as Exhibit
B. Upon the acquisition of such Putnam Bonds, the Guarantor shall cause such
Putnam
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Bonds to be submitted to the Trustee for cancellation pursuant to Section 309 of
the Indenture.
B. CONTRIBUTION OF CASH TO THE OPERATING COMPANY
1. The Guarantor shall, subject to the applicable conditions
described in Section I.E hereof, contribute or cause to be contributed
$10,000,000 (the "$10,000,000 Contribution") to the Operating Company within
sixty (60) days after the later of the consummation of the sales of the Hacienda
Hotel and the Sahara Hotel.
2. The Guarantor shall, subject to the applicable conditions
described in Section I.E hereof, contribute $5,000,000 (the "$5,000,000
Contribution") to the Operating Company within sixty (60) days after the later
of the consummation of the sales of the Hacienda Hotel and the Sahara Hotel.
C. CONTRIBUTION OF CAPITAL STOCK OF SAHARA GREEN VALLEY TO OPERATING
COMPANY
The Guarantor shall, subject to the applicable conditions described in
Section I.E hereof, contribute the outstanding capital stock of Sahara Mission
Valley Inc., a Nevada corporation ("Sahara Green Valley") to the Operating
Company. Concurrently with such contribution, the Guarantor shall cause SNC to
forgive an affiliate note in the amount of approximately $17,000,000 expected to
be made by Sahara Green Valley in favor of SNC.
D. CONTINGENT CONTRIBUTION OF CASH TO THE OPERATING COMPANY OR SAHARA
GREEN VALLEY
1. The Guarantor shall, subject to the applicable conditions
described in Section I.E hereof, loan or contribute, or cause its Subsidiaries
or Affiliates to loan or contribute, to the Operating Company and/or Sahara
Green Valley up to a maximum of $10,000,000 in the aggregate (the "Contingent
Cash Obligation"). The amount of the Contingent Cash Obligation shall be
reduced to the extent the Guarantor and or any of its Affiliates shall have
loaned or contributed funds other than pursuant to the $10,000,000 Contribution
and the $5,000,000 Contribution (the "Alternative Contribution") to the
Operating Company and/or Sahara Green Valley prior to the time of the
requirement to loan or contribute money under the Contingent Cash Obligation.
The obligation of the Guarantor to make the Contingent Cash Obligation shall be
secured by a lien in the form of a deed of trust (the "Wet'N Wild Deed of
Trust"), in favor of the Trustee and for the benefit of the Holders, on that
certain real property located
3
<PAGE>
in Clark County, Nevada, commonly known as the Wet'N Wild water park and
comprising approximately 26.80 acres, more or less (the "Wet'N Wild Parcel"),
which Wet'N Wild Deed of Trust shall be executed and recorded in form and
substance satisfactory to the Trustee upon the consummation of the sale of the
Sahara Hotel and shall be released upon the earlier of (i) the making of loans
and/or contributions by the Guarantor and/or its Affiliates to the Operating
Company and/or Sahara Green Valley in an aggregate amount equal to at least
$10,000,000, pursuant to the Alternative Contribution and/or the Contingent Cash
Obligation, and (ii) satisfaction in full of the Bonds.
E. CONDITIONS TO THE OBLIGATIONS OF THE GUARANTOR
1. The obligations of the Guarantor to consummate the transactions
described in Section I.A hereof are subject to the consummation of the sale of
substantially all of the assets of HHI.
2. The obligations of the Guarantor to make the $10,000,000
Contribution and the $5,000,000 Contribution described in Section I.B and C
hereof are subject to the consummation of the sales of substantially all of the
assets of HHI, SNC and Sahara Las Vegas.
3. The obligations of the Guarantor to fund or cause to be funded the
Contingent Cash Obligation described in Section I.D hereof are subject to (i)
the consummation of a sale by Sahara Las Vegas of the Wet'N Wild Parcel at any
time prior to the Maturity of the Bonds, or (ii) the inability of the Company,
and only to the extent of such inability, to satisfy principal payments on the
Bonds in December 1997 and December 1998.
II. AMENDMENT OF SECTION 801(d).
Section 801(d) of the Indenture is hereby amended to read in its
entirety as follows:
(d) Without limitation to the provisions of Sections 801(b) and (c),
the Guarantor will not cause or permit any of its consolidated Subsidiaries
(other than (i) the Operating Company, which is governed by the provisions of
Sections 801(b)and (c), AND (II) SAHARA GREEN VALLEY, WHICH SHALL NOT BE SUBJECT
TO ANY RESTRICTIONS UNDER THIS SECTION 801(d)) to merge, consolidate or
amalgamate with or into, or Dispose of all or substantially all of its
properties or assets as an entirety or substantially as an entirety to, any
Person, except for mergers, consolidations and amalgamations with or into, or
Dispositions to, another Subsidiary of the
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<PAGE>
Guarantor and in which the surviving or resulting entity or the entity to which
such Disposition is made (i) is organized under the laws of a state of the
United States, (ii) has all Gaming Permits for the ownership and operation of
each casino or other gaming facility it owns or operates (after giving effect to
such transaction) and (iii) is an entity the accounts of which would, under
generally accepted accounting principles consistently applied, be consolidated
with those of the Guarantor in the Guarantor's consolidated financial statements
after giving effect to such transaction.
III. AMENDMENT OF SECTION 1008
Section 1008 of the Indenture is hereby amended to read in its
entirety as follows:
SECTION 1008. Limitation on Debt of the Operating Company.
-------------------------------------------
(a) The Operating Company will not, and will cause its Subsidiaries
(OTHER THAN SAHARA GREEN VALLEY, WHICH SHALL NOT BE SUBJECT TO ANY RESTRICTIONS
UNDER THIS SECTION 1008, EXCEPT FOR THE RESTRICTIONS PROVIDED IN SECTION
1008(g)) not to, directly or indirectly, Incur any Secured Debt, unless (1) at
the date (the "Subject Date") of such Incurrence and after giving effect
thereto, the aggregate Outstanding Amount of all Secured Debt (including the
Note) of the Operating Company and its Subsidiaries (OTHER THAN SAHARA GREEN
VALLEY) does not exceed 66-2/3% of the Appraised Value as set forth in the
Certificate of Appraised Value delivered pursuant to Section 1008(d), and (2)
the pro forma Coverage Ratio of the Operating Company, calculated for the period
comprised of the four most recent consecutive fiscal quarters of the Operating
Company ending prior to the Subject Date, adjusted to give retroactive effect to
the Incurrence of such Secured Debt as of the first day of the first such fiscal
quarter (and, if any of the proceeds of such Secured Debt are being utilized for
the acquisition of any property or asset by the Operating Company or any of its
consolidated Subsidiaries (OTHER THAN SAHARA GREEN VALLEY), adjusted to give
retroactive effect to the Net Income, if any, of any such property or asset for
such four fiscal quarters) is not less than 2.0 to 1 and (3) the Lien on the
Trust Estate in favor of such Secured Debt (x) is junior to or on a parity with
the Lien of the Mortgage and (y) complies with the provisions of Section 1009.
(b) The Operating Company will not, and will cause its Subsidiaries
(OTHER THAN SAHARA GREEN VALLEY, WHICH SHALL NOT BE SUBJECT TO ANY RESTRICTIONS
UNDER THIS SECTION 1008, EXCEPT FOR THE RESTRICTIONS PROVIDED IN SECTION
1008(g)) not to, directly or indirectly, Incur any Debt (including any
5
<PAGE>
Secured Debt), unless (1) at the Subject Date and after giving effect to such
Incurrence, the aggregate Outstanding Amount of all Debt (including the Note) of
the Operating Company and its Subsidiaries (OTHER THAN SAHARA GREEN VALLEY) does
not exceed 80% of the Appraised Value as set forth in the Certificate of
Appraised Value delivered pursuant to Section 1008(d), and (2) the pro forma
Coverage Ratio of the Operating Company, calculated for the period comprised of
the four most recent consecutive fiscal quarters of the Operating Company ending
prior to the Subject Date, adjusted to give retroactive effect to the Incurrence
of such Debt as of the first day of the first such fiscal quarter (and, if any
of the proceeds of such Debt are being utilized for the acquisition of any
property or asset by the Operating Company or any of its consolidated
Subsidiaries (OTHER THAN SAHARA GREEN VALLEY), adjusted to give retroactive
effect to the net Income, if any, of any such property or asset for such four
fiscal quarters), is not less than 1.5 to 1.
(c) Notwithstanding the provisions of Sections 1008(a) and 1008(b),
the Operating Company and its Subsidiaries (OTHER THAN SAHARA GREEN VALLEY) may
create, incur or assume (i) Secured Debt Incurred for the purpose of financing
the acquisition by the Operating Company or one of its Subsidiaries of
furniture, fixtures or equipment ("FF&E") used in the operating of the Hotel-
Gambling Hall and secured by a Lien on such FF&E (which Lien may be senior to
the Lien of the Mortgage) so long as the amount of such Secured Debt shall not
exceed 80% of the cost of the related FF&E; (ii) Unsecured Debt in an
Outstanding Amount not to exceed $15 million at any time, the proceeds of which
are applied solely to pay principal of (and premium, if any) and interest on the
Note, provided, however, that if any such Unsecured Debt is to be owed to an
Affiliate of the Operating Company, then, prior to the Incurrence of such
Unsecured Debt, the Operating Company or one of its Subsidiaries (whichever is
to Incur such Debt) and such Affiliate shall have entered into an agreement
containing subordination provisions substantially in the form attached hereto as
Exhibit D whereby the payment of such Unsecured Debt shall be subordinated to
the payment of the Note and the Bonds (and all other Secured Debt secured by a
lien on the Trust Estate, or any portion thereof, ranking on a parity with or
senior to the lien of the Mortgage) and the Operating Company shall have
delivered a true and correct copy of such agreement to the Trustee, together
with an Officers' Certificate stating that such Unsecured Debt will be Incurred
in compliance with the provisions of this Section 1008(c)(ii); and (iii) Related
Party Subordinated Debt in an Outstanding Amount not to exceed $2 million at any
time, provided that, prior to the Incurrence of any such Related Party
Subordinated Debt, the Operating Company or one of its Subsidiaries
6
<PAGE>
(whichever is to Incur such Debt) and the Person to whom such Debt will be owned
shall have entered into an agreement containing subordination provisions
substantially in the form attached hereto as Exhibit D whereby the payment of
such Related Party Subordinated Debt will be subordinated to the payment of the
Note and the Bonds (and all other Secured Debt secured by a lien on the Trust
Estate, or any portion thereof, ranking on a parity with or senior to the lien
of the Mortgage) and the Operating Company shall have delivered a true and
correct copy of such agreement to the Trustee, together with an Officers'
Certificate stating that such Related Party Subordinated Debt will be Incurred
in compliance with the provisions of this Section 1008(c)(iii). Any Debt
Incurred pursuant to this Section 1008(c) shall be excluded from any subsequent
or contemporaneous computation made under Section 1008(a) or 1008(b).
(d) Prior to the Incurrence of any Debt by the Operating Company or
any of its Subsidiaries (OTHER THAN SAHARA GREEN VALLEY), the Operating Company
shall deliver to the Trustee (i) in the case of Debt to be Incurred pursuant to
Section 1008(a) or 1008(b), a Certificate of Appraised Value (which shall be
dated, and shall set forth the Appraised Value, as the of a date not more than
ten days prior to the date on which such Debt is to be Incurred) and a
Certificate of Coverage Ratio (which shall set forth the pro forma Coverage
Ratio and calculations used in determining the same for the relevant four fiscal
quarters); (ii) in the case of Secured Debt to be Incurred pursuant to Section
1008(a) or, if applicable, 1008(c)(i), an Opinion of Counsel (which shall be
Independent counsel) to the effect that the instrument creating a Lien in favor
of such Secured Debt contains provisions to the effect called for by Section
1009 hereof or Section 503(d) of the Mortgage, as the case may be; (iii) in the
case of Debt to be Incurred pursuant to Section 1008(c)(ii) or (iii), an Opinion
of Counsel (which shall be Independent counsel) to the effect that the
instrument creating or evidencing such Debt contains subordination provisions
substantially in the form of Exhibit D hereto; and (iv) in all cases, an
Officers' Certificate (which shall be dated the date on which such Debt is to be
Incurred) stating (A) the amount of such Debt, (3) that the Incurrence thereof
will be in compliance with this Section 1008 (including, with limitation,
Section 1008(f)) and the other applicable provisions of this Indenture and the
Mortgage and (C) that no Default has occurred or, as a result of the Incurrence,
will occur.
(e) The Operating Company will cause the payment of all Debt owing by
the Operating Company to the Guarantor or any Affiliates of the Guarantor and
outstanding on the date on
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<PAGE>
which the Bonds are initially issued to be duly subordinated to the payment of
the Note and the Bonds pursuant to an instrument entered into with the Guarantor
or such Affiliate and containing subordination provisions substantially in the
form of Exhibit D to this Indenture.
(f) Anything herein to the contrary not withstanding, the Operating
Company will not, and will not cause or permit any of its Subsidiaries (OTHER
THAN SAHARA GREEN VALLEY) to, Incur any Debt unless the Operating Company and
its Affiliates shall have obtained (i) all Gaming Permits, if any, required in
connection therewith and (ii) all required consents and approvals, if any, of
the lessor under the Pioneer Ground Lease.
(G) SAHARA GREEN VALLEY SHALL NOT BE SUBJECT TO ANY RESTRICTIONS ON
THE INCURRENCE BY IT OF INDEBTEDNESS, EXCEPT THAT SAHARA GREEN VALLEY WILL NOT,
DIRECTLY OR INDIRECTLY, INCUR DEBT EXCEEDING $70,000,000 IN AGGREGATE PRINCIPAL
AMOUNT IF SUCH DEBT IS SECURED BY THE REAL PROPERTY OWNED BY SAHARA GREEN VALLEY
IN HENDERSON, NEVADA.
IV. AMENDMENT OF SECTION 1010
Section 1010 of the Indenture is hereby amended to read in its
entirety as follows:
SECTION 1010. Limitation on Distributions and Investments.
-------------------------------------------
(a) As long as any of the Bonds are Outstanding, the Company shall not
make, directly or indirectly, any Restricted Payment or Restricted Investment.
(b) As long as any of the Bonds are Outstanding, the Operating Company
will not make, and will not cause or permit any of its Subsidiaries or any
Person directly or indirectly controlled by the Operating Company to make,
directly or indirectly, any Restricted Payment or Restricted Investment, unless;
(1) no Default shall have occurred and be continuing, or would
occur as a consequence thereof; and
(2) the amount of such Restricted Payment or Restricted
Investment, as the case may be (in either case, a "Proposed Payment"),
plus the aggregate amount of all Restricted Payments and Restricted
Investments made during the period of the 12 most recent consecutive
calendar months (the "Subject
8
<PAGE>
Period") ending prior to the date of such Proposed Payment, shall not
exceed (i) 35% of Cash Flow for the Subject Period if the Operating
Company has maintained a Coverage Ratio equal to at least 1.5 to 1 for
the Subject Period; (ii) 50% of Cash Flow for the Subject Period if
the Operating Company has maintained a Coverage Ratio equal to at
least 2.0 to 1 for the Subject Period; (iii) 75% of Cash Flow for the
Subject Period if the Operating Company has maintained a Coverage
Ratio equal to at least 3.0 to 1 for the Subject Period; or (iv) 0% of
Cash Flow in all other instances.
Prior to any such Proposed Payment, the Operating Company will deliver
to the Trustee a Certificate of Coverage Ratio for the Subject Period and an
Officers' Certificate (dated the date of such Proposed Payment) stating (i) that
such Proposed Payment will be in compliance with this Section 1010 and (ii) no
Default has occurred or will occur as a result of such Proposed Payment.
NOTWITHSTANDING THE PROVISIONS OF THIS SECTION 1010(b), SAHARA GREEN
VALLEY SHALL NOT BE RESTRICTED FROM MAKING, DIRECTLY OR INDIRECTLY, A RESTRICTED
PAYMENT OR RESTRICTED PAYMENTS TO THE OPERATING COMPANY IN AN AGGREGATE AMOUNT
UP TO THE NET PROCEEDS RECEIVED UPON A DISPOSITION OF ALL OR SUBSTANTIALLY ALL
OF THE ASSETS OF SAHARA GREEN VALLEY.
(c) Notwithstanding anything in this Section 1010 to the contrary, the
Operating Company will not make, and will not cause or permit any of its
Subsidiaries or any Person directly or indirectly controlled by the Operating
Company to make, directly or indirectly, any Restricted Payments or Restricted
Investments during the 12-month period following the date of acquisition of the
Hotel-Gambling Hall by the Operating Company pursuant to the Acquisition
Agreement.
V. AMENDMENT OF SECTION 1011
Section 1011 of the Indenture is hereby amended to read in its
entirety as follows:
SECTION 1011. Restriction on Activities.
-------------------------
(a) The Company will not, directly or indirectly, engage in any
business or activities, acquire or hold any property (including any capital
stock or partners' or other ownership interests) or Incur any Debt other than
the Bonds; provided, however, that the Company may hold the Note and the
Mortgage Documents, collect and remit payments received and preserve its rights
thereunder, do or cause to be done all
9
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things necessary or appropriate to protect the Trust Estate and to preserve its
rights (and the rights of the Trustee and the Holders) therein, and otherwise
comply with its obligations under this Indenture, the Mortgage Documents and the
Bonds and perform activities incidental thereto.
(b) The Operating Company will not, and will cause its Subsidiaries
(OTHER THAN SAHARA GREEN VALLEY) not to, engage in any business or activities
other than those necessary or appropriate for, incidental to, connected with or
arising out of, financing, owning and operating the Hotel-Gambling Hall.
VI. ADDITION OF SECTION 1018
Section 1018 of the Indenture is hereby added to the Indenture to
read in its entirety as follows:
SECTION 1018. MISCELLANEOUS RESTRICTIONS ON THE OPERATING COMPANY
AND SAHARA GREEN VALLEY
(a) THE OPERATING COMPANY'S USE OF THE $10,000,000 CONTRIBUTION SHALL
BE LIMITED TO (i) CAPITAL CONTRIBUTION TO SAHARA GREEN VALLEY, (ii) REPURCHASE
OF BONDS, (iii) THE PAYMENT OF INTEREST, PREMIUM, IF ANY, AND PRINCIPAL ON THE
NOTE, AND (iv) CAPITAL EXPENDITURES AT THE HOTEL-GAMBLING HALL.
(b) THE OPERATING COMPANY'S USE OF THE $5,000,000 CONTRIBUTION SHALL
BE LIMITED TO (i) THE PAYMENT OF INTEREST, PREMIUM, IF ANY, AND PRINCIPAL ON THE
NOTE AND (ii) CAPITAL EXPENDITURES AT THE HOTEL-GAMBLING HALL.
(c) THE USE OF THE CONTINGENT CONTRIBUTION, IF ANY, BY EITHER THE
OPERATING COMPANY OR SAHARA GREEN VALLEY, SHALL BE LIMITED TO (i) CAPITAL
CONTRIBUTION TO SAHARA GREEN VALLEY, (ii) REPURCHASE OF BONDS, (iii) THE PAYMENT
OF INTEREST, PREMIUM, IF ANY, AND PRINCIPAL ON THE NOTE, AND (iv) CAPITAL
EXPENDITURES AT THE HOTEL-GAMBLING HALL.
VII. AMENDMENT OF SECTION 101
Section 101 of the Indenture is hereby amended to include following
definitions:
"ALTERNATIVE CONTRIBUTION" MEANS THE AMOUNT OF FUNDS WHICH THE
GUARANTOR AND OR ANY OF ITS AFFILIATES SHALL HAVE LOANED OR CONTRIBUTED TO THE
OPERATING COMPANY AND/OR SAHARA GREEN VALLEY OTHER THAN PURSUANT TO THE
$10,000,000 CONTRIBUTION OR THE $5,000,000 CONTRIBUTION, WHICH LOAN OR
CONTRIBUTION SHALL HAVE BEEN MADE PRIOR TO THE TIME OF THE
10
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REQUIREMENT TO LOAN OR CONTRIBUTE MONEY UNDER THE CONTINGENT CASH OBLIGATION.
"CONTINGENT CONTRIBUTION" MEANS A LOAN OR CONTRIBUTION IN A MAXIMUM
AMOUNT OF $10,000,000 THAT THE GUARANTOR SHALL, SUBJECT TO (i) THE CONSUMMATION
OF A SALE BY SAHARA LAS VEGAS OF THE WET'N WILD PARCEL AT ANY TIME PRIOR TO THE
MATURITY OF THE BONDS, OR (ii) THE INABILITY OF THE COMPANY, AND ONLY TO THE
EXTENT OF SUCH INABILITY, TO SATISFY PRINCIPAL PAYMENTS ON THE BONDS IN DECEMBER
1997 AND DECEMBER 1998, MAKE, OR CAUSE ITS SUBSIDIARIES OR AFFILIATES TO MAKE,
TO THE OPERATING COMPANY AND/OR SAHARA GREEN VALLEY.
"SAHARA GREEN VALLEY" MEANS SAHARA MISSION VALLEY INC., A NEVADA
CORPORATION.
"WET'N WILD DEED OF TRUST" MEANS THAT CERTAIN DEED OF TRUST IN FAVOR
OF THE TRUSTEE AND FOR THE BENEFIT OF THE HOLDERS, ENCUMBERING THE WET'N WILD
PARCEL AND SECURING THE OBLIGATION OF THE GUARANTOR TO MAKE THE CONTINGENT CASH
OBLIGATION, WHICH WET'N WILD DEED OF TRUST SHALL BE EXECUTED AND RECORDED IN
FORM AND SUBSTANCE SATISFACTORY TO THE TRUSTEE UPON THE CONSUMMATION OF THE SALE
OF THE SAHARA HOTEL AND SHALL BE RELEASED UPON THE EARLIER OF (i) THE MAKING OF
LOANS AND/OR CONTRIBUTIONS BY THE GUARANTOR AND/OR ITS AFFILIATES TO THE
OPERATING COMPANY AND/OR SAHARA GREEN VALLEY IN AN AGGREGATE AMOUNT EQUAL TO AT
LEAST $10,000,000, PURSUANT TO THE ALTERNATIVE CONTRIBUTION AND/OR THE
CONTINGENT CASH OBLIGATION, AND (ii) SATISFACTION IN FULL OF THE BONDS.
"WET'N WILD PARCEL" MEANS THAT CERTAIN REAL PROPERTY LOCATED IN CLARK
COUNTY, NEVADA, COMMONLY KNOWN AS THE WET'N WILD WATER PARK AND COMPRISING
APPROXIMATELY 26.80 ACRES, MORE OR LESS.
"$10,000,000 CONTRIBUTION" MEANS THE $10,000,000 CONTRIBUTION THAT THE
GUARANTOR SHALL, SUBJECT TO THE SALE OF SUBSTANTIALLY ALL OF THE ASSETS OF HHI,
SNC AND SAHARA LAS VEGAS, MAKE OR CAUSE TO BE MADE TO THE OPERATING COMPANY
WITHIN SIXTY (60) DAYS AFTER THE LATER OF THE CONSUMMATION OF THE SALES OF THE
HACIENDA HOTEL AND THE SAHARA HOTEL.
"$5,000,000 CONTRIBUTION" MEANS THE $10,000,000 CONTRIBUTION THAT THE
GUARANTOR SHALL, SUBJECT TO THE SALE OF SUBSTANTIALLY ALL OF THE ASSETS OF HHI,
SNC AND SAHARA LAS VEGAS, MAKE OR CAUSE TO BE MADE TO THE OPERATING COMPANY
WITHIN SIXTY (60) DAYS AFTER THE LATER OF THE CONSUMMATION OF THE SALES OF THE
HACIENDA HOTEL AND THE SAHARA HOTEL.
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VIII. MISCELLANEOUS
A. Execution by Trustee. The Trustee executes this Third
--------------------
Supplemental Indenture in accordance with the terms of the Indenture; provided,
however, that such execution is conditioned upon the satisfaction of all the
terms and conditions contained herein, and that such execution shall not
constitute a waiver of any of the terms and conditions set forth in the
Indenture or other Mortgage Documents.
B. Indemnification. Guarantor agrees to defend, indemnify and hold
---------------
Trustee and its officers, employees and agents harmless from any claims,
judgments, damages, penalties, fines, costs, liabilities (including sums paid in
settlements of claims) or loss, including reasonable attorneys' fees, consultant
fees, and expert fees which may arise due to any breach of Trustee's fiduciary
responsibilities under the Indenture as a result of the Trustee's execution of
this Third Supplemental Indenture.
C. Effect on Indenture Documents. Except as otherwise amended,
-----------------------------
modified or supplemented by this Third Supplemental Indenture, the Indenture,
Mortgage Documents, Environmental Indemnity Agreement and Environmental
Assignment Agreement shall continue in full force and effect and are enforceable
in accordance with their terms.
D. Counterparts. This Third Supplemental Indenture may be executed
------------
in counterparts.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed as of the date first written above.
"Trustee" "Company"
IBJ SCHRODER BANK & TRUST PIONEER FINANCE CORP., a
COMPANY Nevada corporation
By: By:
----------------------------------- -----------------------------------
Its: Its:
---------------------------------- ----------------------------------
12
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"Operating Company" "Guarantor"
PIONEER HOTEL INC., a Nevada SAHARA GAMING CORPORATION, a
corporation Nevada corporation
By: By:
----------------------------------- -----------------------------------
Its: Its:
---------------------------------- ----------------------------------
13
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--------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)_
--------
IBJ SCHRODER BANK & TRUST COMPANY
(Exact name of trustee as specified in its charter)
New York 13-5375195
(State of Incorporation (I.R.S. Employer
if not a U.S. national bank) Identification No.)
One State Street, New York, New York 10004
(Address of principal executive offices) (Zip code)
Barbara McCluskey, Assistant Vice President
IBJ Schroder Bank & Trust Company
One State Street
New York, New York 10004
(212) 858-2000
(Name, Address and Telephone Number of Agent for Service)
PIONEER FINANCE CORP.
(Exact name of obligor as specified in its charter)
Nevada 88-0240055
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4949 Rancho Drive
Las Vegas, Nevada 89130
(Address of principal executive office) (Zip Code)
______% FIRST MORTGAGE BONDS DUE ______
(Title of Indenture Securities)
--------------------------
<PAGE>
Item 1. General Information
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department
Two Rector Street
New York, New York
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of New York Second District
33 Liberty Street
New York, New York
(b) Whether it is authorized to exercise corporate trust powers.
Yes
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The obligor is not an affiliate of the trustee.
Item 3. Voting securities of the trustee.
Furnish the following information as to each class of voting
securities of the trustee:
As of April 5, 1996
Col. A Col. B
Title of class Amount Outstanding
Not Applicable
2
<PAGE>
Item 4. Trusteeships under other indentures.
If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any
other securities, of the obligor are outstanding, furnish the following
information:
(a) Title of the securities outstanding under each such other
indenture
13 1/2% First Mortgage Bonds Due 12/01/98
(b) A brief statement of the facts relied upon as a basis for the
claim that no conflicting interest within the meaning of Section
310(b)(1) of the Act arises as a result of the trusteeship under
any such other indenture, including a statement as to how the
indenture securities will rank as compared with the securities
issued under such other indenture.
The existing Bonds will be exchanged for new Bonds. Any
unexchanged Bonds will be repurchased by the Company.
Item 5. Interlocking directorates and similar relationships with the obligor or
underwriters.
If the trustee or any of the directors or executive officers of the
trustee is a director, officer, partner, employee, appointee, or
representative of the obligor or of any underwriter for the obligor,
identify each such person having any such connection and state the
nature of each such connection.
Not Applicable
Item 6. Voting securities of the trustee owned by the obligor or its officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by the obligor and each director, partner,
and executive officer of the obligor:
As of April 5, 1996
Col. A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially securities represented by
amount given in Col. C
------------- -------------- ------------ -------------------------
Not Applicable
3
<PAGE>
Item 7. Voting securities of the trustee owned by underwriters or their
officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and each
director, partner and executive officer of each such underwriter:
As of April 5, 1996
Col. A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially securities represented by
amount given in Col. C
------------- -------------- ------------ -------------------------
Not Applicable
Item 8. Securities of the obligor owned or held by the trustee
Furnish the following information as to securities of the obligor owned
beneficially or held as collateral security for obligations in default
by the trustee:
As of April 5, 1996
Col. A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially or held as securities represented by
collateral security for amount given in Col. C
obligations in default
- ------------- -------------- ----------------------- -------------------------
Not Applicable
4
<PAGE>
Item 9. Securities of underwriters owned or held by the trustee.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the
obligor, furnish the following information as to each class of
securities of such underwriter any of which are so owned or held by the
trustee:
As of April 5, 1996
Col. A Col. B Col. C Col. D
Name of Owner Title of Class Amount owned Percent of voting
beneficially or held as securities represented by
collateral security for amount given in Col. C
obligations in default
- ------------- -------------- ----------------------- -------------------------
Not Applicable
Item 10. Ownership or holdings by the trustee of voting securities of certain
affiliates or securityholders of the obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the
knowledge of the trustee (1) owns 10 percent or more of the voting
securities of the obligor or (2) is an affiliate, other than a
subsidiary, of the obligor, furnish the following information as to the
voting securities of such person:
As of April 5, 1996
Col. A Col. B Col. C Col. D
Name of Owner Title of Class Amount owned Percent of voting
beneficially or held as securities represented by
collateral security for amount given in Col. C
obligations in default
- ------------- -------------- ----------------------- -------------------------
Not Applicable
5
<PAGE>
Item 11. Ownership or holdings by the trustee of any securities of a person
owning 50 percent or more of the voting securities of the obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge
of the trustee, owns 50 percent or more of the voting securities of the
obligor, furnish the following information as to each class of
securities of such any of which are so owned or held by the trustee:
As of April 5, 1996
Col. A Col. B Col. C
Nature of Indebtedness Amount Outstanding Date Due
- ---------------------- ------------------ --------
Not Applicable
Item 12. Indebtedness of the Obligor to the Trustee.
Except as noted in the instructions, if the obligor is indebted to the
trustee, furnish the following information:
As of April 5, 1996
Col. A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially or held as securities represented by
collateral security for amount given in Col. C
obligations in default
- ------------- -------------- ----------------------- -------------------------
Not Applicable
Item 13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such
default.
Not Applicable
6
<PAGE>
(b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any
other securities, of the obligor are outstanding, or is trustee for
more than one outstanding series of securities under the indenture,
state whether there has been a default under any such indenture or
series, identify the indenture or series affected, and explain the
nature of any such default.
Not Applicable
Item 14. Affiliations with the Underwriters
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Item 15. Foreign Trustees.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to be
qualified under the Act.
Not Applicable
Item 16. List of Exhibits.
List below all exhibits filed as part of this statement of eligibility.
*1. A copy of the Charter of IBJ Schroder Bank & Trust Company as
amended to date. (See Exhibit 1A to Form T-1, Securities and
Exchange Commission File No. 22-18460).
*2. A copy of the Certificate of Authority of the Trustee to Commence
Business (Included in Exhibit I above).
*3. A copy of the Authorization of the Trustee, as amended to date
(See Exhibit 4 to Form T-1, Securities and Exchange Commission
File No. 22-19146).
*4. A copy of the existing By-Laws of the Trustee, as amended to date
(See Exhibit 4 to Form T-1, Securities and Exchange Commission
File No. 22-19146).
7
<PAGE>
5. A copy of each Indenture referred to in Item 4, if the Obligor is in
default. Not Applicable.
6. The consent of the United States institutional trustee required by
Section 321(b) of the Act.
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
The Exhibits thus designated are incorporated herein by reference as exhibits
hereto. Following the description of such Exhibits is a reference to the copy of
the Exhibit heretofore filed with the Securities and Exchange Commission, to
which there have been no amendments or changes.
NOTE
----
In answering any item in this Statement of Eligibility which relates to matters
peculiarly within the knowledge of the obligor and its directors or officers,
the trustee has relied upon information furnished to it by the obligor.
Inasmuch as this Form T-1 is filed prior to the ascertainment by the trustee of
all facts on which to base responsive answers to Item 2, the answer to said Item
are based on incomplete information.
Item 2, may, however, be considered as correct unless amended by an amendment to
this Form T-1.
Pursuant to General Instruction B, the trustee has responded to Items 1, 2 and
16 of this form since to the best knowledge of the trustee as indicated in Item
13, the obligor is not in default under any indenture under which the applicant
is trustee.
8
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, IBJ Schroder Bank & Trust Company, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of
eligibility & qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of New York, and State of New York,
on the 5th day of April, 1996.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/ Barbara McCluskey
-------------------------------------
Barbara McCluskey
Assistant Vice President
<PAGE>
Exhibit 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939, as amended, in connection with the proposed issue of Pioneer Finance
Corp., we hereby consent that reports of examinations by Federal, State,
Territorial, or District authorities may be furnished by such authorities to the
Securities and Exchange Commission upon request therefor.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/ Barbara McCluskey
----------------------------------
Barbara McCluskey
Assistant Vice President
Dated: April 5, 1996
<PAGE>
EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION OF
IBJ SCHRODER BANK & TRUST COMPANY
of New York, New York
And Foreign and Domestic Subsidiaries
Report as of December 31, 1995
<TABLE>
<CAPTION>
Dollar Amounts
in Thousands
--------------
<S> <C>
ASSETS
Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin.................... $ 22,187
Interest-bearing balances............................................. $ 160,833
Securities: Held to Maturity........................................... $ 167,109
Available-for-sale......................................... $ 27,914
Federal funds sold and securities purchased under
agreements to resell in domestic offices of the bank
and of its Edge and Agreement subsidiaries and in IBFs:
Federal Funds sold.................................................... $ 179,394
Securities purchased under agreements to resell....................... $ -0-
Loans and lease financing receivables:
Loans and leases, net of unearned income.................. $1,645,286
LESS: Allowance for loan and lease losses................. $ 52,532
LESS: Allocated transfer risk reserve..................... $ -0-
Loans and leases, net of unearned income, allowance, and reserve...... $ 1,592,754
Assets held in trading accounts......................................... $ 220
Premises and fixed assets............................................... $ 7,349
Other real estate owned................................................. $ 397
Investments in unconsolidated subsidiaries and associated companies..... $ -0-
Customers' liability to this bank on acceptances outstanding............ $ 684
Intangible assets....................................................... $ -0-
Other assets............................................................ $ 66,374
TOTAL ASSETS............................................................ $ 2,225,215
</TABLE>
<PAGE>
LIABILITIES
<TABLE>
<S> <C>
Deposits:
In domestic offices.................................................. $ 623,883
Noninterest-bearing.................................... $213,535
Interest-bearing....................................... $410,348
In foreign offices, Edge and Agreement subsidiaries, and IBFs........ $ 830,812
Noninterest-bearing.................................... $ 19,160
Interest-bearing....................................... $811,652
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBFs:
Federal Funds purchased.............................................. $ 38,000
Securities sold under agreements to repurchase....................... $ -0-
Demand notes issued to the U.S. Treasury............................... $ 118
Trading Liabilities.................................................... $ 135
Other borrowed money:
a) With original maturity of one year or less........................ $ 453,347
b) With original maturity of more than one year...................... $ -0-
Mortgage indebtedness and obligations under capitalized leases......... $ -0-
Bank's liability on acceptances executed and outstanding............... $ 684
Subordinated notes and debentures...................................... $ -0-
Other liabilities...................................................... $ 74,052
TOTAL LIABILITIES...................................................... $ 2,021,031
Limited life preferred stock and related surplus....................... $ -0-
EQUITY CAPITAL
Perpetual preferred stock.............................................. $ -0-
Common Stock........................................................... $ 29,649
Surplus................................................................ $ 217,008
Undivided profits and capital reserves................................. $ (42,438)
Plus: Net unrealized gains (losses) on marketable equity securities... $ (35)
Cumulative foreign currency translation adjustments.................... $ -0-
TOTAL EQUITY CAPITAL................................................... $ 204,184
TOTAL LIABILITIES AND EQUITY CAPITAL................................... $2,225,215
</TABLE>
