SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OCTOBER 28, 1999
_____________________________________________________________________________
(Date of earliest event reported)
TRANS WORLD GAMING CORP.
_____________________________________________________________________________
(Exact name of registrant as specified in its charter)
NEVADA 0-25244 13-3738518
_____________________________________________________________________________
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
ONE PENN PLAZA, SUITE 1503, NEW YORK, NEW YORK 10119-0002
_____________________________________________________________________________
(Address of principal executive offices) (Zip Code)
(212) 563-3355
_____________________________________________________________________________
(Registrant's telephone number, including area code)
Not Applicable
_____________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
Page 1 of 4
Exhibit Index appears on Page 3
ITEM 5. OTHER EVENTS
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On October 28, 1999, Trans World Gaming Corp., a Nevada corporation
("TWG" or the "Company"), borrowed U.S.$3.0 million from four sophisticated,
accredited investors (the "Investors") in a private placement. The loan is
represented by 12% Senior Secured Notes, Series 1999, due March 17, 2005
("Series 1999 Primary Notes"), issued pursuant to an indenture by and among
the Company, TWG International U.S. Corporation, a Nevada corporation and a
wholly owned subsidiary of TWG ("TIUC"), TWG Finance Corp., a Delaware
corporation and a wholly-owned subsidiary of TWG ("TFC")(TIUC and TFC,
together, the "Subsidiaries") and U.S. Trust Company of Texas, N.A.
("Trustee"), dated March 31, 1998, as supplemented on October 29, 1998 (the
"TWG Indenture"), and as supplemented on October 15, 1999 (the "TWG
Supplemental Indenture"). The Company previously borrowed, on March 31, 1998,
U.S.$17.0 million under the TWG Indenture which loan is represented by 12%
Senior Secured Notes, Series 1998, due March 17, 2005 ("Series 1998 Primary
Notes")(the Series 1998 Primary Notes and the Series 1999 Primary Notes,
together, the "Primary Notes"). The Primary Notes accrue interest which is
payable semi-annually and rank pari passu with the Company's other outstanding
unsecured and unsubordinated indebtedness. The TWG Indenture and the TWG
Supplemental Indenture contain significant financial and other restrictive
covenants relating to the business of the Company and the Subsidiaries. The
TWG Indenture, TWG Supplemental Indenture and the form of Primary Notes,
which are included as exhibits to this report on Form 8-K, are incorporated
herein by reference.
In connection and concurrent with the foregoing, an indenture was
entered into between TIUC and the Trustee, dated March 31, 1998, as
supplemented on October 29, 1998 (the "TIUC Indenture"), and as supplemented
on October 15, 1999 (the "TIUC Supplemental Indenture"), pursuant to which the
funds borrowed under the TWG Indenture and the TWG Supplemental Indenture are
deemed to be lent by TFC to TIUC and which borrowing is evidenced by
U.S.$17,000,000 in aggregate principal amount of the 12% Senior Secured Note,
Series 1998, due March 17, 2005 ("Series 1998 Finance Note") and by
U.S.$3,000,000 in aggregate principal amount of the 12% Senior Secured Note,
Series 1999, due March 17, 2005 ("Series 1999 Finance Note")(the Series 1998
Finance Note and the Series 1999 Finance Note, together, the "Finance Notes").
The Finance Notes represent the same, and not additional debt, as the debt
evidenced by the TWG Indenture and the TWG Supplemental Indenture. (The
Series 1998 Primary Notes and the Series 1998 Finance Note are collectively
referred to herein as the "Series 1998 Notes"). (The Series 1999 Primary
Notes and the Series 1999 Finance Note are collectively referred to herein as
the "Series 1999 Notes"). The TIUC Indenture, TIUC Supplemental Indenture
and the form of Finance Notes, which are included as exhibits to this report
on Form 8-K, are incorporated herein by reference.
In addition to the Series 1999 Primary Notes, each Investor received a
proportionate share of Series G warrants to purchase approximately 1.25
million shares of TWG common stock (the "Warrants"), representing 6.4% of the
Company's fully diluted outstanding common stock. The Warrants have an
exercise price of $.01 per share and expire on March 31, 2008. The form of
the Warrants is attached hereto as an exhibit and is incorporated herein by
reference.
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The Series 1998 Notes were issued in order to facilitate the obtaining
of collateral security to be used to facilitate the consummation of that
certain acquisition by TWG pursuant to the Stock Purchase Agreement by and
among TWG, 21st Century Resorts a.s., Gameway Leasing Limited, Monarch Leasing
Limited and certain named individuals dated January 20, 1998. The Series
1999 Notes were issued in order to fund the construction and build-out of the
Snojmo casino, the repayment of the $1.0 million (plus accrued interest)
bridge loan to Value Partners, Ltd. (an affiliate of TWG), the payment of
operating expenses of the Czech and Spanish casinos and for other general
corporate purposes.
ITEM 7. EXHIBITS
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EXHIBIT NUMBER DESCRIPTION
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4.1 Trust Indenture by and among TWG, TIUC,
TFC and the Trustee, dated March 31, 1998.
(Incorporated by reference to TWG's Form
8-K filed with the SEC on April 14, 1998).
4.2 First Supplemental Trust Indenture by and
among TWG, TIUC, TFC and the Trustee,
dated October 29, 1998.
4.3 Second Supplemental Trust Indenture by and
among TWG, TIUC, TFC and the Trustee,
dated October 15, 1999.
4.4 Trust Indenture by and between TIUC and
the Trustee, dated March 31, 1998.
(Incorporated by reference to TWG's Form
8-K filed with the SEC on April 14, 1998).
4.5 First Supplemental Trust Indenture by and
between TIUC and the Trustee, dated
October 29, 1998.
4.6 Second Supplemental Trust Indenture by and
between TIUC and the Trustee, dated
October 15, 1999.
4.7 Form of Warrant to Purchase Common Stock,
Series G.
99.1 Press release, dated November 10, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRANS WORLD GAMING CORP.
Date: November 22, 1999. By: /s/ Rami S. Ramadan
___________________
Rami S. Ramadan
Chief Executive Officer
EXHIBIT 4.2
FIRST SUPPLEMENTAL
TRUST INDENTURE
TRANS WORLD GAMING CORP.,
TWG INTERNATIONAL U.S. CORPORATION,
TWG FINANCE CORP., ISSUERS
This First Supplemental Trust Indenture, dated as of October 29,
1998 (this "Supplemental Indenture"), is made by and between the TWG
International U.S. Corporation ("TWG International"), Trans World Gaming
Corp. ("TWG") and TWG Finance Corp. (together with any successors to their
rights, duties and obligations hereunder, the "Issuers"), and U.S. Trust
Company of Texas, N.A. (together with any successor trustee hereunder, the
"Trustee"), a national banking association having corporate trust offices
located in Dallas, Texas.
WHEREAS, the Issuers and the Trustee have heretofore executed and
delivered that certain Indenture dated as of March 31, 1998 (the "Primary
Indenture"), and the Issuers have issued their 12% Senior Secured Notes Due
March 17, 2005 (the "Securities") thereunder; and
WHEREAS, TWG International U.S. Corporation and the Trustee have
executed that certain Indenture dated as of March 31, 1998 (the "Finance
Indenture") and has issued its 12% Senior Secured Note Due March 17, 2005
(the "Finance Note") thereunder; and
WHEREAS, the Primary Indenture provides in Section 8.2 thereof that
the Issuers, when authorized by a resolution of their respective Boards of
Directors, and the Trustee may, with the consent of the Holders of not less
than a majority in aggregate principal amount of the Securities at the time
outstanding, add any provisions to or change in any manner or eliminate any
of the provisions of the Primary Indenture or of any supplemental indenture
or of modify in any manner the rights of the Holders of the Securities,
except under certain circumstances not applicable herein; and
WHEREAS, in order that the collaterization of the Finance Note may
comply with certain changes in the laws of the Czech Republic, the Issuers
and the Trustee, with the consent of a majority of the holders of the
aggregate principal amount of the Securities at the time outstanding, now
desire to amend the Primary Indenture for the purpose of modifying certain
provisions of the Primary Indenture to clarify that certain of the Collateral
(sixty-six percent of the Capital Stock of 21st Century Resorts, a.s. "21st
Century") securing the Finance Note may be transferred by TWG International
to a Czech limited liability company known as SC98A, s.r.o. on the condition
that (a) SC98A, s.r.o. is a Wholly Owned Subsidiary of TWG International;
(b) the Security Interest of TWG Finance Corp. and the Trustee in 21st
Century Resorts, a.s. pursuant to the Finance Indenture remains in full force
and effect; and (c) the Issuers take all steps necessary, subsequent to the
transfer of the Capital Stock of 21st Century to SC98A, s.r.o. to form a
Czech joint stock company and substitute that Czech joint stock company for
SC98A, s.r.o., one percent (1%) of which joint stock company shall be owned
by TWG and ninety-nine percent (99%) by TWG International, which joint stock
company shall be pledged in conformance with
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the Indenture, as amended herein, and the Finance Indenture, as amended, to
secure repayment of the Finance Note; and
WHEREAS, the Issuers and the Trustee, with the consent of the
majority of Holders of the aggregate principal amount of Securities at the
time outstanding, now desire to amend the Primary Indenture for the purpose
of modifying Section 3.23 of the Primary Indenture to clarify that
Trans World Gaming Corp. shall be permitted to own the outstanding Capital
Stock of Casino de Zaragoza on behalf of and for the benefit of TWG
International and that Casino de Zaragoza shall be treated for all purposes
as if it were owned by TWG International; and
WHEREAS, the Issuers and the Trustee, with the consent of a majority
of the holders of the aggregate principal amount of the Securities at the
time outstanding, further desire to amend the Primary Indenture to clarify
that the Collateral securing the Finance Notes shall not include Trans World
Leasing Limited, a Gibraltar legal entity, for the reason that such entity
shall not be a Subsidiary of TWG International and because all functions
which this entity was to perform in relation to the operations of the
Issuer's operation in the Czech Republic are to be performed by the Cyprus
Entity, as that term is defined in the Primary Indenture; and
WHEREAS, the execution and delivery of this Supplemental Indenture
has been duly and validly authorized in all respects by the respective Boards
of Directors of the Issuers; and
WHEREAS, the Trustee is a party to this Supplemental Indenture in
order to acknowledge its acceptance of the terms and provisions hereof and to
evidence its consent to the amendments to the Primary Indenture made hereby.
NOW, THEREFORE, in consideration of the mutual understandings,
promises and agreements herein contained and other good and valuable
consideration, the sufficiency of which are hereby acknowledged, the Issuer
and the Trustee do covenant and agree hereby, for the equal and proportionate
benefit of the respective Holders from time to time of the Notes, as follows:
ARTICLE I
DEFINITIONS AND STATUTORY AUTHORITY
Section 1.1. SUPPLEMENTAL INDENTURE. This Supplemental
Indenture is a Supplemental Indenture, and is adopted in accordance with
Article 8 of the Primary Indenture.
Section 1.2. DEFINITIONS.
(A) Unless the context shall require otherwise, all defined terms
contained in the Primary Indenture shall have the same respective meanings
in this Supplemental Indenture as such defined terms are given in the Primary
Indenture.
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(B) As used in this Supplemental Indenture, except as otherwise
expressly provided or unless the context shall require otherwise:
(1) This "Supplemental Indenture" means this instrument as
originally executed or as it may, from time to time, be supplemented or
amended by one or more supplemental indentures hereto entered into pursuant
to the applicable provisions of the Primary Indenture.
(2) All references in this instrument to designated "Articles,"
"Sections," and other subdivisions are to the designated Articles, Sections,
and other subdivisions of this instrument as originally executed.
Section 1.3. PRIMARY INDENTURE TO REMAIN IN FORCE. Except as
amended by this Supplemental Indenture, the Primary Indenture shall remain in
full force and effect as to matters covered therein.
Section 1.4. SUCCESSORS AND ASSIGNS. All covenants and agreements
in this Supplemental Indenture by the Issuers and the Trustee shall bind the
Holders of the Notes, the Issuers, the Trustee and their respective
successors and assigns, whether so expressed or not.
Section 1.5. BENEFITS OF SUPPLEMENTAL INDENTURE. Nothing in this
Supplemental Indenture or in the Notes, express or implied, shall give any
Person, other than the parties hereto, their respective successors hereunder
and the Holders of the Notes, any benefit or any legal or equitable rights,
remedy or claim under this Supplemental Indenture.
Section 1.6. GOVERNING LAW. This Supplemental Indenture shall be
construed in accordance and governed by the laws of the State of New York.
ARTICLE II
AMENDMENTS TO PRIMARY INDENTURE
Section 2.1. ISSUANCE OF STOCK. Section 3.11(b) of the Primary
Indenture is deleted in its entirety and replaced in full by the following,
which shall read in its entirety as follows:
TWG International will not permit any of its Subsidiaries to issue
any additional Capital Stock and agrees that the Capital Stock of its
Subsidiaries pledged to TWG Finance and the Trustee in the Finance Indenture
shall at all times constitute one hundred percent (100%) of the Capital Stock
of the Cyprus Entity, one hundred percent (100%) of the Capital Stock of any
U.S. Subsidiary and of any foreign Subsidiary, where, as to such foreign
Subsidiary such pledge shall not create a "deemed dividend" and sixty-six
percent (66%) of the Capital Stock of any foreign Subsidiary where such
pledge shall not create a deemed dividend and where a pledge of more than
that percentage would create a "deemed dividend". Notwithstanding anything
above to the
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contrary, TWG International shall be permitted to own one
hundred percent (100%) of SC98A, s.r.o. so long as one hundred percent (100%)
of the Capital Stock of 21st Century Resorts, a.s. is owned by SC98A, s.r.o.
and sixty-six percent (66%) of the Capital Stock of 21st Century Resorts, a.s.
is pledged to secure repayment of the Funding Note. Alternatively , and
notwithstanding anything above to the contrary, the Capital Stock of 21st
Century Resorts, a.s. may be conveyed to a Wholly Owned Subsidiary of TWG
International ("Newco") and the Security Interest in the Capital Stock of 21st
Century released so long as sixty-six percent (66%) of the Capital Stock of
Newco is pledged to secure repayment of the Funding Note. In the event the
Capital Stock of 21st Century is transferred to SC98A, s.r.o., the Issuers
shall promptly take all reasonable action necessary to replace SC98A, s.r.o.
with a Czech joint stock company which is a Wholly Owned Subsidiary (the
"Substitute Entity") of TWG International, sixty-six (66%) of the Capital
Stock of which Substitute Entity shall be pledged to secure repayment of the
Funding Note. TWG International will not permit any of its Subsidiaries to
conduct any business through or otherwise own any outstanding shares or
interests of any class of Capital Stock of, any other corporation,
partnership, limited liability company or other Person, other than a Wholly-
Owned Subsidiary, except as permitted in Section 3.23 of this Indenture. TWG
may own one share of the outstanding Capital Stock of Newco or the Substitute
Entity so long as such share is pledged to TWG Finance and the Trustee of the
Finance Indenture to secure repayment of the Funding Note.
Section 2.2. SECURITY INTERESTS. Section 3.17(a) of the Primary
Indenture is deleted in its entirety and replaced in full by the following,
which shall read in its entirety as follows:
TRANSACTIONS WITH AFFILIATES. Except for transactions with the
Cyprus Entity, the Substitute Entity (as permitted in Section 3.11(b)) and
Newco (as permitted in Section 3.11 (b)), neither TWG International nor any
of its Subsidiaries shall directly or indirectly, sell, lease, license,
transfer, exchange, or otherwise dispose of any of its properties, assets
or services to, or purchase, lease, or license the use of any property,
assets or services from, or transfer funds to, or enter into any contract,
agreement, understanding, loan, advance or Guarantee with, to, or for the
benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction",
whether constituting one transaction or a series of related transactions),
unless (a)such Affiliate Transaction is on terms that are no less favorable to
TWG International or the relevant Subsidiary than those that would have been
obtained in a comparable transaction by TWG International or such Subsidiary
with an unrelated person and (b) TWG International delivers to the Trustee
(i) with respect to any Affiliate Transaction involving aggregate payments
in excess of $100,000, a resolution of the Board of Directors of TWG
International approved by a majority of the disinterested members of the
Board of Directors, certifying that such Affiliate Transaction complies
with clause (a) above, and (ii) with respect to any Affiliate Transaction
involving aggregate payments in excess of $250,000, an opinion as to the
fairness of such Affiliate Transaction to TWG International or such
Subsidiary from a financial point of view issued by an independent investment
banking firm of national standing.
Section 2.3. NON USA OPERATIONS. Section 3.23 of the Primary
Indenture is deleted in its entirety and replaced in full by the following,
which shall read in its entirety as follows:
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SECTION 3.23 NON USA OPERATIONS. All business operations
outside of the United States of America shall be under the control of and
inure to the benefit of TWG International and its Wholly Owned Subsidiaries,
except in Bishkek. All business operations (other than those of TWG Finance)
within the United States and in Bishkek shall be under the control of and
inure to the benefit of TWG. The business operations of TWG Finance shall be
governed by this Indenture and the Collateral Agreements. Notwithstanding
anything above to the contrary, the Capital Stock of Casino de Zaragoza may
be owned by TWG, but shall be under the control of and inure to the benefit of
TWG International and its Wholly Owned Subsidiaries. For purposes of this
Indenture and Finance Indenture, the Capital Stock of Casino de Zaragoza
shall be treated as if it constituted a Subsidiary of TWG International and
shall be pledged to secure repayment of the Finance Note in compliance with
the terms of the Finance Note. To the extent permissible under applicable
law, the Issuer shall use its best efforts to cause the legal and beneficial
ownership of the Capital Stock of Casino de Zaragoza to be conveyed to TWG
International, subject to the pledge thereof to TWG Finance and the Trustee.
However, one share of the issued and outstanding shares of Capital
Stock of Newco or the Substitute Entity may be held by TWG so long as such
share is pledged by TWG to the Trustee to secure repayment of the Finance
Note.
Section 2.4. ASSIGNMENT OF RIGHTS UNDER COLLATERAL AGREEMENTS.
Section 14.13 is added to the Primary Indenture, and it should read in its
entirety as follows:
As additional security for the Notes, TWG Finance does hereby
irrevocably grant, convey, pledge, transfer and assign and deliver in trust
to the Trustee and its successors and assigns in trust forever all of the TWG
Finance's right, title and interest in and to any of the present and future
Collateral Agreements, as that term is defined in the Finance Indenture,
including: the Conditional Equipment Title Transfer Agreement dated as of the
date hereof, among Trans World Gaming Management Limited, TWG Finance and the
Trustee, as Security Agent; any agreement evidencing a security interest in
sixty-six percent (66%) of the Capital Stock of Newco or the Substitute
Entity; that certain Share Pledge Agreement dated as of March 31, 1998
evidencing the pledge by TWG International in favor of TWG Finance and the
Trustee of sixty-six percent of the shares of 21st Century; that certain
Security Agreement as of the date hereof pursuant to which TWG International
pledges one hundred percent (100%) of the Capital Stock of the Cyprus Entity
to TWG Finance and the Trustee to secure repayment of the Funding Note; the
Conditional Assignment of Receivables Agreement and Contract Rights dated as
of the date hereof among Trans World Gaming Management Limited in favor of
TWG Finance and the Trustee, as Security Agent; and the Floating Charge dated
as of the date hereof, issued by Trans World Gaming Management Limited in
favor of TWG Finance and the Trustee, as Security Agent.
Section 2.5 DEFINITION OF NEWCO. The definition of Newco is added
to the Indenture, which shall read as follows:
Newco shall have the meaning specified in Section 3.11.
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Section 2.6 DEFINITION OF SUBSTITUTE ENTITY. The definition of
Substitute Entity is added to the Indenture, which shall read as follows:
"Substitute Entity" shall have the meaning specified in Section 3.11.
ARTICLE III
MISCELLANEOUS
Section 3.1. RATIFICATION AND REAFFIRMATION. The Issuers and
Trustee hereby ratify and reaffirm all the terms and conditions of the
Primary Indenture, as specifically amended and supplemented by this
Supplemental Indenture, and each hereby acknowledges that the Primary
Indenture remains in full force and effect, as so amended and supplemented.
Section 3.2. EXECUTION AND COUNTERPARTS. This Supplemental
Indenture may be executed in several counterparts, all of which shall
constitute one and the same instrument and each of which shall be, and shall
be deemed to be, an original.
Section 3.3 EFFECTIVENESS. This Supplemental Indenture shall only
become effective in the event the following conditions are met:
(a) a new Wholly-Owned Subsidiary of TWG International
U.S. Corporation is properly formed under the laws of the
Czech Republic (subject to the right of TWG to own one
share thereof, which share shall be pledged to the
Trustee and the holder of the Finance Note under the
Finance Indenture);
(b) the Trustee and the holder of the Finance Note shall
be granted a Security Interest in sixty-six percent (66%)
of all Capital Stock of such entity; and
(c) one hundred percent (100%) of the Capital Stock of
21st Century shall be transferred to such newly formed
Subsidiary; or
(d) as an alternative to those conditions set forth in
Section 3.3(a), (b) and (c), TWG International shall have
acquired one hundred percent of ownership of SC98A,
s.r.o. and transferred to it one hundred percent (100%)
of the Capital Stock of 21st Century, with such transfer
of 21st Century subject to the Security Interest of TWG
Finance and the Trustee in sixty-six percent (66%) of the
Capital Stock of 21st Century as granted by TWG
International pursuant to the terms of that certain
Shares Pledge Agreement dated March 31, 1998.
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The Issuers will deliver a letter or certificate to the Trustee
in which such person will certify to the Trustee that the foregoing
conditions have been met and that this Supplement is effective. The
consenting Security Holders will execute this document solely to signify
their consent to this Supplemental Indenture.
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IN WITNESS WHEREOF, the Issuer and the Trustee have caused this
Supplemental Indenture to be signed on their behalf by their duly authorized
representative, all as of the date first hereinabove written.
TWG INTERNATIONAL U.S. CORPORATION
By:_______________________________________
Name: Andrew Tottenham
Title: President
TWG FINANCE CORP.
By: ______________________________________
Name: Andrew Tottenham
Title: President
TRANS WORLD GAMING CORP.
By:_______________________________________
Name: Andrew Tottenham
Title: President
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Consent of Security Holders:
The below designated Security holder of the Primary Indenture, by its
execution hereof, consents to the First Supplemental Trust Indenture.
VALUE PARTNERS, LTD.
By: ___________________________
Name: Timothy G. Ewing
Managing Partner of Ewing &Partners
General Partner of Value Partners
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U.S. TRUST COMPANY OF TEXAS, N.A.,
as Trustee
By: ___________________________
Name: John Stohlmann
Title: Authorized Officer
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EXHIBIT 4.3
SECOND SUPPLEMENTAL
TRUST INDENTURE
TRANS WORLD GAMING CORP.,
TWG INTERNATIONAL U.S. CORPORATION,
TWG FINANCE CORP., ISSUERS
This Second Supplemental Trust Indenture, dated as of October 15, 1999
(this "Supplemental Indenture"), is made by and between TWG International
U.S. Corporation ("TWG International"), Trans World Gaming Corp. ("TWG")
and TWG Finance Corp.("TWG Finance") (together with any successors to their
rights, duties and obligations hereunder, the "Issuers"), and U.S. Trust
Company of Texas, N.A. (together with any successor trustee hereunder, the
"Trustee"), a national banking association having corporate trust offices
located in Dallas, Texas.
WHEREAS, the Issuers and the Trustee have heretofore executed and
delivered that certain Indenture dated as of March 31, 1998 (the "Primary
Indenture") as supplemented on October 29, 1998, and the Issuers have issued
their 12% Senior Secured Notes Due March 17, 2005 (which by the terms hereof
will be re-designated as the 12% Senior Secured Notes Due March 17, 2005,
Series 1998) (the "Securities") thereunder; and
WHEREAS, TWG International and the Trustee have executed that certain
Indenture dated as of March 31, 1998 (the "Funding Note Indenture") as
supplemented on October 29, 1998, and TWG International has issued its 12%
Senior Secured Note Due March 17, 2005 (which by the terms of the Funding
Note Indenture will be re-designated as the 12% Senior Secured Note Dues
March 17, 2005, Series 1998 (the "Funding Note") thereunder to TWG Finance;
and
WHEREAS, the Issuers and the Trustee have heretofore executed and
delivered that certain First Supplemental Trust Indenture to the Indenture
dated as of October 29, 1998; and
WHEREAS, the Primary Indenture provides in Section 8.2 thereof that the
Issuers, when authorized by a resolution of their respective Boards of
Directors, and the Trustee may, with the consent of the holders of not less
than a majority in aggregate principal amount of the Securities at the time
outstanding (the "Holders"), add any provisions to change in any manner or
eliminate any of the provisions of the Primary Indenture or of any
supplemental indenture or to modify in an manner the rights of the Holders
of the Securities, except under certain circumstances not applicable herein;
and
WHEREAS, the Issuers and the Trustee now desire to amend the Primary
Indenture for the purpose of (i) permitting the authorization and issuance
additional series of Securities pursuant to the terms of the Primary
Indenture, and pursuant to such authority, permitting the authorization and
issuance of $3,000,000 in principal amount of Securities and the amendment
1
of the Funding Note (which additional Funding Note shall be pledged as
collateral to secure repayment of the Securities), and (ii) making certain
corrections to the Form of Security for the Securities heretofore issued
and delivered; and
WHEREAS, the execution and delivery of this Supplemental Indenture has
been duly and validly authorized in all respects by the respective Boards
of Directors of the Issuers; and
WHEREAS, the Trustee is a party to this Supplemental Indenture in order
to acknowledge its acceptance of the terms and provisions hereof and to
evidence its consent to the amendments to the Primary Indenture made
hereby; and
WHEREAS, the Holders are a party of this Supplemental Indenture in order
to consent to the terms and conditions hereof pursuant to the requirement of
Section 8.2 of the Primary Indenture;
NOW, THEREFORE, in consideration of the mutual understandings, promises
and agreements herein contained and other good and valuable consideration,
the sufficiency of which are hereby acknowledged, the Issuer and the Trustee
do covenant and agree hereby, for the equal and proportionate benefit of the
respective Holders, from time to time, of the Notes, as follows:
ARTICLE I
DEFINITIONS AND AUTHORITY
Section 1.1. Supplemental Indenture. This Supplemental Indenture
is a Supplemental Indenture, and is adopted in accordance with Article 8
of the Primary Indenture.
Section 1.2. Definitions.
(A) Unless the context shall require otherwise, all defined terms
contained in the Primary Indenture shall have the same respective meanings in
this Supplemental Indenture as such defined terms are given in the Primary
Indenture.
(B) As used in this Supplemental Indenture, except as otherwise
expressly provided or unless the context shall require otherwise:
(1) This "Supplemental Indenture" means this instrument as
originally executed or as it may, from time to time, be supplemented or
amended by one or more supplemental indentures hereto entered into pursuant
to the applicable provisions of the Primary Indenture.
(2) All references in this instrument to designated "Articles,"
"Sections," and
2
other subdivisions are to the designated Articles, Sections,
and other subdivisions of this instrument as originally executed.
Section 1.3. Primary Indenture to Remain in Force. Except as amended
by this Supplemental Indenture, the Primary Indenture shall remain in full
force and effect as to matters covered therein.
Section 1.4. Successors and Assigns. All covenants and agreements in
this Supplemental Indenture by the Issuers and the Trustee shall bind the
Holders of the Notes, the Issuers, the Trustee and their respective
successors and assigns, whether so expressed or not.
Section 1.5. Benefits of Supplemental Indenture. Nothing in this
Supplemental Indenture or in the Notes, express or implied, shall give any
Person, other than the parties hereto, their respective successors hereunder
and the Holders of the Notes, any benefit or any legal or equitable rights,
remedy or claim under this Supplemental Indenture.
Section 1.6. Governing Law. This Supplemental Indenture shall be
construed in accordance and governed by the laws of the State of New York.
ARTICLE II
AMENDMENTS TO PRIMARY INDENTURE
Section 2.1. Definitions. Section 1.1 of the Primary Indenture is
amended to add or amend in their entirety the definitions of the following
terms:
"Additional Securities" means each series of parity Securities
which may from time to time be issued pursuant to the terms of Section 2.9
of this Indenture.
"Funding Note" means that certain $17,000,000.00 12% Senior Secured
Note due March 17, 2005, Series 1998 as issued by TWG International, as
issuer and U.S. Trust Company of Texas, N.A. as Trustee in the form set
forth on the Funding Note Indenture, together with any Additional Securities
issued pursuant to the terms of that certain Funding Note Indenture, as
supplemented.
"Funding Note Indenture" means that certain Indenture dated as of
the March 31, 1998, by and between TWG International, as issuer, and U.S.
Trust Company of Texas, N.A. as Trustee, as supplemented or amended from
time to time.
"Issue Date" means the date on which a series of Securities are
originally issued under this Indenture.
3
"Security"or "Securities" means any of the 12% Senior Secured Notes
due March 17, 2005, Series 1998, and any Additional Securities authenticated
and delivered in accordance with Section 2.9 of this Indenture.
"Subscription Agreement" means the Subscription Agreement dated as
of March 16, 1998, among TWG, TWG International, TWG Financing and certain
Securityholders relating to the Series 1998 Securities, and any similar
agreement entered into in connection with the issuance of Additional
Securities issued under this Indenture.
Section 2.2. Authentication and Delivery of Securities. Section 2.1 of
the Indenture is amended so that, as amended, Section 2.1 shall read in its
entirety as follows:
SECTION 2.1 AUTHENTICATION AND DELIVERY OF SECURITIES. Securities in
an aggregate principal amount not in excess of $17,000,000 (except as
otherwise provided in Section 2.6 and Section 2.9 hereof) may be executed
by the Issuer and delivered to the Trustee for authentication, and a
responsible officer of the Trustee shall thereupon authenticate and deliver
said Securities to the Issuer or upon the written order of the Issuer,
signed by both (a) the Chairman of the Board of Directors or any Vice
Chairman of the Board of Directors, or its Chief Executive Officer or
President or any Vice President (whether or not designated by a number or
numbers or a word or words added before or after the title "Vice President")
and (b) by its Treasurer or Secretary or any Assistant Treasurer or Secretary
without any further action by the Issuer. The Issuer's $17,000,000 aggregate
principal amount of Securities shall be designated the Issuers's 12% Senior
Notes Due March 12, 2005, Series 1998 (sometimes referred to herein as the
"Series 1998 Securities").
Section 2.3. Additional Securities. Section 2.9 is added to the
Primary Indenture, and Section 2.9 will read in its entirety as follows:
SECTION 2.9. ADDITIONAL SECURITIES.
(a) General. The Issuer may, subject to the requirements of Section
2.9(b), issue one or more installments of Additional Securities. When
issued and delivered, the Additional Securities will be payable from and
secured by this Indenture and the Collateral on a parity with any previously
issued outstanding Securities. The Additional Securities may be issued in
one or more series or not in any series, be in various principal amounts,
mature at different times, and bear interest at different rates from each
other and from Securities which are previously outstanding, be payable in
installments, be redeemable prior to maturity with or without premium on
whatever terms or prices, and contain such other provisions as may be
provided in the supplemental indenture pursuant to which the Additional
Securities are issued.
(b) Requirements for Issuing Additional Securities. No Additional
Securities shall be issued unless:
4
(i) The prior written consent to the issuance of the Additional
Securities is given by the Holders of not less than a majority in aggregate
principal amount of Securities at the time outstanding;
(ii) The Issuers deliver to the Trustee Officers Certificates, each
stating to the effect that no Default exists in connection with any of the
covenants or requirements of this Indenture or any supplemental indenture
authorizing the issuance of Additional Securities, except Defaults that have
been waived in writing by the Holders; and
(iii) The Issuers and the Trustee enter into a Supplemental
Indenture regarding the terms, issuance and delivery of Additional
Securities and the Trustee is provided with the documents required to be
delivered to it pursuant to Section 8.4 of this Indenture and other documents
and opinions reasonably requested by the Trustee.
Section 2.4 Supplemental Indentures. Section 8.1 of the Primary
Indenture is amended to add thereto a new subsection (e) which will read
in its entirely as follows:
(e) to provide for the issuance of Additional Securities in
accordance with Section 2.9 of this Indenture.
Section 2.5 Amendment to the Form of Face of the Series 1998 Security.
The Form of the Face of the Series 1998 Security is amended by amending the
fourth-to-the-last paragraph thereof, so that, as amended, such paragraph
shall read in its entirety as follows:
The interest so payable on any Interest Payment Date will, except as
otherwise provided in the Indenture referred to on the reverse hereof, be
paid to the Person in whose name this Security is registered on the
15th day of the month next preceding the month in which such interest
payment falls, whether or not such Interest Record Date is a Business Day.
Section 2.6 Global Amendment. To the extent necessary, all other terms
of the Primary Indenture shall be deemed amended to reflect the issuance of
Additional Securities and of an additional Funding Note or Notes as
contemplated by the terms of this Supplemental Indenture. Section 3.28 shall
not govern the use of proceeds from the sale of Additional Securities
permitted by the terms hereof. All Additional Funding Notes shall be
Collateral.
ARTICLE III
AUTHORIZATION AND TERMS OF ADDITIONAL SECURITIES
Section 3.1 Authorization of Additional Securities. Pursuant to
Section 2.9 of the Indenture, Additional Securities in an amount not in
excess of $3,000,000.00 (except as provided in Section 2.6) of the Indenture
entitled to the benefit and security of this Indenture and the Collateral
referred to herein are hereby authorized. The Additional Securities shall
be issued in
5
the form of Exhibit A, attached hereto. Such Additional
Securities shall be designated the Issuer's 12% Senior Notes Due March 17,
2005, Series 1999 (sometimes referred to herein as the "Series 1999
Securities"). Such Additional Securities may be executed by the Issuer and
delivered to the Trustee for authentication, and a responsible officer of
the Trustee shall thereupon authenticate and deliver said Securities to
the Issuer or upon written order of the Issuer signed by the Chairman of
the Board of Directors or any Vice Chairman of the Board of Directors, or
its Chief Executive Officer or President or any Vice President (whether or
not designated by a number or numbers or a word or words added before or
after the title "Vice President.") Such Additional Securities shall be
"Securities" under this Indenture in all respects.
Section 3.2 Terms of the Additional Securities. The terms of the
Additional Securities, including, but not limited to, dates,
denominations, interest rates, maturities, and redemption provisions, if any,
shall be as provided in the form of Security attached hereto as Exhibit A
and as provided in the Indenture.
ARTICLE IV
MISCELLANEOUS
Section 4.1. Ratification and Reaffirmation. The Issuers and Trustee
hereby ratify and reaffirm all the terms and conditions of the Primary
Indenture, as specifically amended and supplemented by this Supplemental
Indenture, and each hereby acknowledges that the Primary Indenture remains
in full force and effect, as so amended and supplemented.
Section 4.2. Execution and Counterparts. This Supplemental Indenture
may be executed in several counterparts, all of which shall constitute one
and the same instrument and each of which shall be, and shall be deemed to
be, an original.
IN WITNESS WHEREOF, the Issuers and the Trustee have caused this
Supplemental Indenture to be signed on their behalf by their duly authorized
representative, all as of the date first hereinabove written.
TWG INTERNATIONAL U.S. CORPORATION
By:____________________________________
Name:
Title: Vice President
TWG FINANCE CORP.
By:____________________________________
Name:
Title: Vice President
6
TRANS WORLD GAMING CORP.
By:____________________________________
Name:
Title: Chief Executive Officer
7
U.S. TRUST COMPANY OF TEXAS, N.A.,
as Trustee
By:____________________________________
Name: John C. Stohlmann
Title: Vice President
8
CONSENT OF THE SECURITY HOLDER
The undersigned, Value Partners, Ltd., the holder of a majority in
aggregate principal amount of the Securities, by its execution hereof,
consents to this Supplemental Indenture pursuant to Section 8.2 of the
Indenture.
VALUE PARTNERS, LTD.
_____________________________________
Timothy G. Ewing
Managing Partner of Ewing & Partners
General Partner of Value Partners, Ltd.
Dated: October 15, 1999
9
EXHIBIT "A"
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES ACT, AND MAY NOT BE TRANSFERRED
WITHOUT REGISTRATION UNDER SUCH ACTS OR AN OPINION OF COUNSEL SATISFACTORY
TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.
No. $________
TRANS WORLD GAMING CORP.
TWG INTERNATIONAL U.S. CORPORATION
TWG FINANCE CORP.
12% Senior Secured Notes Due March 17, 2005, Series 1999
Date: October 15, 1999
New York, New York
Trans World Gaming Corp. ("TWG"), a Nevada corporation, and its wholly-
owned subsidiaries, TWG International U.S. Corporation ("TWG International"),
a Nevada corporation and TWG Finance Corp., a Delaware corporation ("TWG
Finance"),which are collectively referred to herein as the "Issuer"), for
value received, hereby promise to pay jointly and severally to,
[______________] or its registered assigns, the principal sum of $_______
Dollars, at the Issuer's office or agency for said purpose, on March 17,
2005, in such coin or currency of the United States of America as at the time
of payment shall be legal tender for the payment of public and private debts,
and to pay interest semi-annually on March 17 and September 17 (each an
"Interest Payment Date") of each year, commencing with March 17, 2000, on said
principal sum in like coin or currency at 12% simple interest per annum at
said office or agency from the most recent Interest Payment Date to which
interest on the Securities has been paid or duly provided for unless the date
hereof is a date to which interest on the Securities is paid or duly provided
for, in which case from the date of this Security, or unless no interest has
been paid or duly provided for on the Securities, in which case from the date
of issuance. To the extent lawful, the Issuer promises to pay interest on any
interest payment past due but unpaid on such unpaid principal amount at a rate
of 17% per annum compounded semi-annually.
The interest so payable on any Interest Payment Date will, except as
otherwise provided in the Indenture referred to on the reverse hereof, be
paid to the Person in whose name this Security is registered on the 15th
day of the month next preceding the month in which such interest payment
falls, whether or not a Business Day (each an "Interest Record Date"),
PROVIDED that interest may be paid, at the option of the Issuer, by mailing
a check therefor payable on the Interest Payment Date to the registered
Holder entitled thereto at his last address as it appears on the Security
register.
10
If interest on the Securities is in default, the Trustee shall, prior to
the payment of interest, establish a special record date (the "Special Record
Date") for such payment, which Special Record Date shall be not more than
fifteen (15) nor less than ten (10) days prior to the date of the proposed
payment. Payment of such defaulted interest shall then be made by check, as
provided herein and in the Indenture, mailed or remitted to the persons in
whose names the Securities are registered on the Special Record Date at the
addresses or accounts of such persons shown on the security register.
Interest on this Security will be calculated on the basis of a 360-day
year, consisting of twelve 30-day months.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof which further provisions shall for all purposes
have the same effect as if set forth in this place.
IN WITNESS WHEREOF, each Issuer has caused this instrument to be duly
executed under its corporate seal.
[Seal] TRANS WORLD GAMING CORP.
By: _____________________________________
Its: Chief Executive Officer
[Seal] TWG INTERNATIONAL U.S. CORPORATION
By: _____________________________________
Its: Vice President
[Seal] TWG FINANCE CORP.
By: _____________________________________
Its: Vice President
11
[REVERSE OF SECURITY]
TRANS WORLD GAMING CORP.
TWG INTERNATIONAL U.S. CORPORATION
TWG FINANCE CORP.
12% Senior Secured Notes Due March 17, 2005, Series 1999
This Security is one of a series of duly authorized debt securities
of the Issuer designated as "12% Senior Secured Notes Due March 17, 2005,
Series 1999", issued in an aggregate principal amount of $3,000,000, and
issued pursuant to that certain Second Supplemental Trust Indenture
("Supplemental Indenture") dated as of October 15, 1999, duly executed
and delivered by the Issuer to U.S. Trust Company of Texas, N.A., as Trustee
(hereinafter referred to as the "Trustee"), which Supplemental Indenture
supplements the Indenture ("Original Indenture") dated as of March 31, 1998
and supplemented on October 29, 1998, duly executed and delivered by the
Issuer to the Trustee. The Original Indenture and the Supplemental Indenture
are hereinafter referred to as the "Indenture." Reference is hereby made to
the Indenture and all indentures supplemental thereto for a description of the
rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Issuer and the Holders (the words "Holders" or "Holder"
meaning the registered holders or registered holder) of the Securities. The
Securities are secured obligations of the Issuer. Capitalized terms used in
this Security and not defined herein shall have the meaning set forth in the
Indenture.
In case an Event of Default (as defined in the Indenture) shall have
occurred and be continuing, the principal and interest in respect of all of
the Securities then outstanding may be declared due and payable in the manner
and with the effect, and subject to the conditions, provided in the Indenture.
The Indenture provides that the Holders of 50% in aggregate principal amount
of the Securities then outstanding, by notice to the Trustee, may on behalf
of the Holders of all of the Securities, waive any existing Default or Event
of Default and its consequences under the Indenture except a continuing
Default or Event of Default in the payment of interest or premium on, or
the principal of, the Securities or in respect of a covenant or provision
that cannot be modified or amended without the consent of all Holders of the
Securities. Any such consent or waiver by the Holder of this Security
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such Holder and upon all future Holders and owners of this Security
and any Security which may be issued in exchange or substitution therefor,
whether or not any notation thereof is made upon this Security or such other
Securities.
The Indenture permits the Issuer and the Trustee, with the consent of
the Holders of not less than 50% in aggregate principal amount of the
Securities at the time outstanding, evidenced as in the Indenture provided,
to execute supplemental indentures adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
any supplemental indenture or modifying in any manner the rights of the
Holders of the Securities; PROVIDED that no such supplemental indenture
shall, without the consent of each Holder
12
affected thereby (with respect to
any Securities held by a non-consenting Securityholder) (i) reduce the
principal amount of Securities whose Holders must consent to an amendment,
supplement or waiver, (ii) reduce the principal of or change the fixed
maturity of any Security or alter the provisions with respect to the
redemption of the Securities, (iii) reduce the rate of or change the time
for payment of interest on any Security, (iv) waive a Default or Event of
Default in the payment of principal of or premium, if any, or interest on
the Securities (except a rescission of acceleration of the Securities by
the Holders of at least 50% in aggregate principal amount of the then
outstanding Securities and a waiver of the payment default that resulted
from such acceleration), (v) make any Security payable in money other than
that stated in the Securities, (vi) make any change in the provisions of
the Indenture relating to waivers of past Defaults or the rights of Holders
of Securities to receive payments of principal of or interest on the
Securities, (vii) waive a redemption payment with respect to any Security,
or (viii) make any change in the foregoing amendment and waiver provisions.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligations of the Issuer,
which are absolute and unconditional, to pay the principal of and the
interest on this Security at the place, times, and rate, and in the currency,
herein prescribed.
The Securities are issuable only as registered Securities without
coupons.
At the office or agency of the Issuer referred to on the face hereof
and in the manner and subject to the limitations provided in the Indenture,
Securities may be exchanged for a like aggregate principal amount of
Securities of other authorized denominations.
Upon due presentment for registration of transfer of this Security at
the above-mentioned office or agency of the Issuer, a new Security or
Securities of authorized denominations, for a like aggregate principal
amount, will be issued to the transferee as provided in the Indenture.
No service charge shall be made for any such transfer, but the Issuer
may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto.
As provided in the Indenture, TWG International shall be required to
make mandatory prepayments equal to Excess Cash Flow until the Obligations
are fully defeased pursuant to Section 10.2 or until one hundred percent
(100%) of the principal amount of the Securities, together with accrued
and unpaid interest, is paid. The Securities may also be redeemed by the
Issuer, in whole, or in part, upon mailing a notice of such redemption not
less than 30 nor more than 60 days prior to the date fixed for redemption
to the Holders of Securities to be redeemed, at a redemption price equal
to 100% of the principal amount of the Securities redeemed, together with
accrued and unpaid interest to the date fixed for redemption. If there is
a Change of Control (as defined in the Indenture), the Issuer shall be
required to offer to purchase all outstanding Securities at a purchase
price equal to 101% of the principal amount thereof, plus accrued
unpaid interest, if any, through the date of such purchase.
13
Subject to payment by the Issuer of a sum sufficient to pay the amount
due upon redemption, interest on this Security shall cease to accrue upon
the date duly fixed for redemption of this Security.
The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the registered Holder hereof as the absolute
owner of this Security (whether or not this Security shall be overdue and
notwithstanding any notation of ownership or other writing hereon made by
anyone other than the Issuer or the Trustee or any authorized agent of
the Issuer or the Trustee), for the purpose of receiving payment of, or on
account of, the principal hereof and premium, if any, and subject to the
provisions on the face hereof, interest hereon and for all other purposes,
and neither the Issuer nor the Trustee nor any authorized agent of the
Issuer or the Trustee shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of, premium,
if any, or the interest on this Security, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or
any indenture supplemental thereto, against any incorporator, shareholder,
officer, employee or director, as such, past, present or future, of the
Issuer or Trustee or of any successor corporation, either directly or through
the Issuer or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the acceptance hereof
and as part of the consideration for the issue hereof, expressly waived and
released.
Customary abbreviations may be used in the name of a Securityholder
or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants
by the entireties), JT TEN (= joint tenants with right of survivorship and
not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).
This Security shall not be valid or obligatory until the certificate of
authentication hereon shall have been duly signed by an authorized signatory
of the Trustee acting under the Indenture.
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Securities described in the within-mentioned
Indenture.
Dated:
U.S. Trust Company of Texas, N.A., as Trustee
By ________________________________
Authorized Signatory
14
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to:
________________________________________________________________________
(Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint _________________________________________ agent to
transfer this Security on the books of Issuer. The agent may substitute
another to act for him.
If you want the Note certificate made out in another person's name, fill
in the form below:
________________________________________________________________________
(insert other person's soc. sec. or tax I.D. no.)
_______________________________________________________________________
________________________________________________________________________
________________________________________________________________________
(Print or type other person's name, address and zip code)
Date: ____________________ ____________________________________
Your Signature
____________________________________
Signature Guaranty
____________________________________
Notice: Signature must be guaranteed by an
"Eligible Guarantor Institution" as
defined by Securities Exchange Act Rule
17Ad-15.
(Sign exactly as your name appears on the other side of this Security)
15
EXHIBIT 4.5
FIRST SUPPLEMENTAL
TRUST INDENTURE
TWG INTERNATIONAL U.S. CORPORATION, ISSUER
This First Supplemental Trust Indenture, dated as of October 29, 1998
(this "Supplemental Indenture"), is made by and between the TWG International
U.S. Corporation (together with any successor to its rights, duties and
obligations hereunder, the "Issuer"), and U.S. Trust Company of Texas, N.A.
(together with any successor trustee hereunder, the "Trustee"), a national
banking association having corporate trust offices located in Dallas, Texas.
WHEREAS, the Issuer and the Trustee have heretofore executed and
delivered that certain Trust Indenture dated as of March 31, 1998 (the
"Finance Indenture"), and the Issuer has issued its 12% Senior Secured Note
Due March 17, 2005 (the "Finance Note") thereunder; and
WHEREAS, Trans World Gaming Corp., TWG Finance Corp., the Issuer and
the Trustee have executed that certain Indenture dated as of March 31, 1998
(the "Primary Indenture") and the Issuers have issued their 12% Senior Secured
Notes Due March 17, 2005 (the "Primary Notes") thereunder; and
WHEREAS, the Finance Indenture provides in Section 8.2 thereof that
the Issuer, when authorized by a resolution of the Board of Directors, and the
Trustee may, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Finance Notes at the time outstanding, add
any provisions to or change in any manner or eliminate any of the provisions
of the Finance Indenture or of any supplemental indenture or of modify in any
manner the rights of the Holders of the Finance Notes, except under certain
circumstances not applicable herein; and
WHEREAS, Section 11.12 of the Finance Indenture provides that the
Issuer and the Trustee are subject to Section 3.27 of the Primary Indenture,
which Section 3.27 of the Primary Indenture provides that where the consent of
holder of the Finance Note under the Finance Indenture is required, consent of
the same percentage of Securityholders (holders of Primary Notes) under the
Primary Indenture shall be required as well; and
WHEREAS, the Issuer and the Trustee, with the consent of a majority
of the holders of the aggregate principal amount of the Finance Notes and the
Primary Notes outstanding, now desire to amend the Finance Indenture for the
purpose of modifying certain provisions of the Finance Indenture to clarify
that the Collateral securing the Finance Notes may be transferred or
substituted in order that the collateralization of the Finance Notes may
comply with certain changes in the laws of the Czech Republic, without which
substitution the interests of the Finance and Primary Noteholders would be
materially adversely affected; and
WHEREAS, the Issuer and the Trustee, with the consent of a majority
of the holders of the aggregate principal amount of the Finance Notes and the
Primary Notes outstanding further
-1-
desire to amend the Finance Indenture to clarify that the Collateral securing
the Finance Notes shall not include Trans World Leasing Limited, a Gibraltar
legal entity, for the reason that this entity shall not be a Subsidiary of the
Issuer, and that all functions which this entity was to perform in relation to
the Issuer's operation in the Czech Republic are to be performed by the Cyprus
Entity, as that term is defined in the Finance Indenture; and
WHEREAS, the execution and delivery of this Supplemental Indenture
has been duly and validly authorized in all respects by the Board of Directors
of the Issuer; and
WHEREAS, the Trustee is a party to this Supplemental Indenture in
order to acknowledge its acceptance of the terms and provisions hereof and to
evidence its consent to the amendments to the Indenture made hereby.
NOW, THEREFORE, in consideration of the mutual understandings,
promises and agreements herein contained and other good and valuable
consideration, the sufficiency of which are hereby acknowledged, the Issuer
and the Trustee do covenant and agree hereby, for the equal and proportionate
benefit of the respective Holders from time to time of the Finance Notes, as
follows:
ARTICLE I
DEFINITIONS AND STATUTORY AUTHORITY
Section 1.1. SUPPLEMENTAL INDENTURE. This Supplemental Indenture
is a Supplemental Indenture, and is adopted in accordance with Article 8 of
the Finance Indenture.
Section 1.2. DEFINITIONS.
(A) Unless the context shall require otherwise, all defined terms
contained in the Finance Indenture shall have the same respective meanings in
this Supplemental Indenture as such defined terms are given in the Finance
Indenture.
(B) As used in this Supplemental Indenture, except as otherwise
expressly provided or unless the context shall require otherwise:
(1) This "Supplemental Indenture" means this instrument as
originally executed or as it may, from time to time, be supplemented or
amended by one or more supplemental indentures hereto entered into pursuant to
the applicable provisions of the Finance Indenture.
(2) All references in this instrument to designated "Articles,"
"Sections," and other subdivisions are to the designated Articles, Sections,
and other subdivisions of this instrument as originally executed.
-2-
Section 1.3. FINANCE INDENTURE TO REMAIN IN FORCE. Except as
amended by this Supplemental Indenture, the Finance Indenture shall remain in
full force and effect as to matters covered therein.
Section 1.4. SUCCESSORS AND ASSIGNS. All covenants and agreements
in this Supplemental Indenture by the Issuer and the Trustee shall bind the
Holders of the Finance Note and of the Primary Notes, the Issuer, the Trustee
and their respective successors and assigns, whether so expressed or not.
Section 1.5. BENEFITS OF SUPPLEMENTAL INDENTURE. Nothing in this
Supplemental Indenture or in the Finance Note, express or implied, shall give
any Person, other than the parties hereto, their respective successors
hereunder and the Holders of the Finance Note and Primary Notes, any benefit
or any legal or equitable rights, remedy or claim under this Supplemental
Indenture.
Section 1.6. GOVERNING LAW. This Supplemental Indenture shall be
construed in accordance and governed by the laws of the State of New York.
ARTICLE II
AMENDMENTS TO FINANCE INDENTURE
Section 2.1. ISSUANCE OF STOCK. Section 3.11 of the Finance
Indenture is deleted in its entirety and replaced in full by the following,
which shall read in its entirety as follows:
RESTRICTIONS ON ISSUANCE OF STOCK. Issuer will not permit any of its
Subsidiaries to issue any additional Capital Stock and agrees that the Capital
Stock of its Subsidiaries pledged to the holders of the Securities pursuant to
the Collateral Agreements herein shall at all times constitute one hundred
percent (100%) of the Cyprus Entity, 100% of the Capital Stock of any U.S.
Subsidiary and of any foreign Subsidiary, where, as to such foreign
Subsidiary, such pledge shall not create a "deemed dividend", and sixty-six
percent (66%) of the Capital Stock of any foreign Subsidiary where such pledge
shall not create a deemed dividend and where a pledge of more than that
percentage would create a "deemed dividend". Furthermore, Issuer will not
permit any of its Subsidiaries to conduct any business through or otherwise
own any shares or interests of any class of Capital Stock of any other
corporation, partnership, limited liability company or other Person, other
than a Wholly-Owned Subsidiary. Notwithstanding anything above to the
contrary, Issuer shall be permitted to own one hundred percent 100% of SC98A,
s.r.o. so long as one hundred percent 100% of the Capital Stock of 21st
Century is owned by SC98A, s.r.o. and sixty-six percent (66%) of the Capital
Stock of 21st Century remains pledged by the Issuer to TWG Finance and the
Trustee to secure repayment of the Securities. Alternatively, and
notwithstanding anything above to the contrary, the Capital Stock of 21st
Century may be conveyed to a Wholly Owned Subsidiary of Issuer, ("Newco") and
the Security Interest in the Capital Stock of 21st Century released so long as
sixty-six percent (66%) of the Capital Stock of Newco is pledged to secure
repayment of the Securities. In the event the Capital Stock of 21st
-3-
Century is transferred to SC98A, s.r.o., the Issuers shall promptly take all
reasonable action necessary to replace SC98A, s.r.o. with a Czech joint stock
company which is a Wholly Owned Subsidiary (the "Substitute Entity") of TWG
International, sixty-six (66%) of the Capital Stock of which Substitute Entity
shall be pledged to secure repayment of the Securities. TWG may own one
percent (1%) of the outstanding Capital Stock of Newco or the Substitute
Entity so long as such shares are pledged to the Trustee by TWG to secure the
repayment of the Securities.
Section 2.2. SECURITY INTERESTS. Section 3.23 of the Finance
Indenture is deleted in its entirety and replaced in full by the following,
which shall read in its entirety as follows:
SECURITY INTEREST. The Issuer shall, including, to the extent
necessary post-closing, execute, and shall cause such direct and indirect
Subsidiaries as are necessary to execute, such documents as are necessary to
grant the Trustee and the Holder a Security Interest in all assets of the
Cyprus Entity and of any other direct and/or indirect Subsidiary where and to
the extent that such pledge shall not create a "deemed dividend" under U.S.
tax law. Notwithstanding anything above to the contrary, in the event SC98A,
s.r.o. is acquired as a Wholly Owned Subsidiary of the Issuer and 21st Century
Resorts, a.s. is transferred to SC98A, s.r.o., sixty-six percent (66%) of the
Capital Stock of 21st Century Resorts, a.s. shall remain pledged to secure
repayment of the Securities even in the event such a pledge shall cause a
"deemed dividend". Notwithstanding anything above to the contrary, in the
event Newco or the Substitute Entity become a Wholly Owned Subsidiary of
Issuer (subject to the right of TWG to hold one percent (1%) of the Capital
Stock of either), a Security Interest in sixty-six percent (66%) of the
Capital Stock of Newco or the Substitute Entity, as the case may be, shall be
granted to secure repayment of the Securities or, if such grant is not
possible, sixty-six percent (66%) of the Capital Stock of 21st Century
Resorts, a.s. shall remain pledged to secure repayment of the Securities even
in the event such pledges as set forth in this sentence shall cause a "deemed
dividend". Should the holders of a majority of the Securities issued pursuant
to the Primary Indenture so request, the Issuer shall take all steps
reasonably necessary to grant to the Trustee and TWG Finance a Security
Interest in SC98A, s.r.o. Such grant shall not require a release of the
Security Interest in 21st Century Resorts, a.s. The Issuer shall reimburse all
reasonable costs, including attorneys fees incurred by such of the Security
Holders and Trustee in preparing and executing documents required to comply
with this Indenture.
Section 2.3. OWNERSHIP OF 21ST CENTURY RESORTS, A.S. A new Section
3.24 of the Finance Indenture shall read as follows:
Section 3.24 OWNERSHIP OF 21ST CENTURY RESORTS A.S. One hundred
percent of the Capital Stock of 21st Century Resorts, a.s. may be transferred
to SC98A, s.r.o. so long as sixty-six percent (66%) of the Capital Stock of
21st Century Resorts, a.s. shall remain pledged to secure repayment of the
Finance Note. One hundred percent (100%) of the Capital Stock of 21st Century
Resorts, a.s. may be transferred by Issuer to Newco or the Substitute Entity
simultaneous with (a) the release by the Holders and the Trustee of the
Security Interest granted the Holders and the Trustee in sixty-six percent
(66%) of the Capital Stock of 21st Century Resorts, a.s. and (b) the grant to
the Holders and the Trustee of a Security Interest in sixty-six
-4-
percent (66%) of the Capital Stock of Newco or the Substitute Entity, as the
case may be, and perfection thereof.
Section 2.4. PLEDGE AND SECURITY INTEREST. Section 14.1 of the
Finance Indenture is deleted in its entirety and replaced in full by the
following, which shall read in its entirety as follows:
PLEDGE AND SECURITY INTEREST. "Collateral" means all of the assets
of the Cyprus Entity and of any other direct or indirect Subsidiary where such
pledge shall not create a "deemed dividend" under U.S. tax law, a 100 per cent
(100%) interest in all of the Capital Stock of the Cyprus Entity, and, as to
all other direct Subsidiaries of the Issuer, whether in existence at the time
of the closing of this Indenture or thereafter formed, reconstituted or
otherwise acquired in any manner, whether or not named herein, a sixty-six per
cent (66%) interest in any such entity where a pledge of Capital Stock of a
greater percentage would create "deemed dividend" for U.S. tax purposes and
one hundred per cent (100%) interest in the Capital Stock where the pledge
will not create a "deemed dividend". Notwithstanding anything above to the
contrary, Issuer shall be permitted to own one hundred percent 100% of SC98A,
s.r.o. so long as one hundred percent 100% of the Capital Stock of 21st
Century is owned by SC98A, s.r.o. and sixty-six percent (66%) of the Capital
Stock of 21st Century is pledged to secure repayment of the Finance Note.
Alternatively, and notwithstanding anything above to the contrary, the Capital
Stock of 21st Century may be conveyed to a Wholly Owned Subsidiary of Issuer,
("Newco") and the Security Interest in the Capital Stock 21st Century released
so long as sixty-six percent (66%) of the Capital Stock of Newco is pledged to
secure repayment of the Finance Note. In the event the Capital Stock of 21st
Century is transferred to SC98A, s.r.o., the Issuer shall promptly take all
reasonable action necessary to replace SC98A, s.r.o. with a Wholly Owned
Subsidiary (the "Substitute Entity") of TWG International, sixty-six (66%) of
the Capital Stock of which Substitute Entity shall be pledged to secure
repayment of the Finance Note. TWG may own one percent (1%) of Newco or the
Substitute Entity so long as such interest is pledged by TWG to secure
repayment of the Securities. All references herein to the "Security Interest"
and to the "Lien of this Indenture" shall be deemed to mean and refer to the
Liens granted to the Trustee and the Holders pursuant to the terms of the
Collateral Agreements.
Section 2.5. PERFECTION OF SECURITY INTEREST. Section 14.3(b) of
the Finance Indenture is deleted in its entirety and replaced in full by the
following, which shall read in its entirety as follows:
Because the Issuer cannot ascertain as of the date of execution of
this Indenture the exact documents which the appropriate governmental
authorities in the Czech Republic and Cyprus may require for perfection of the
Security Interest, the Issuer agrees, at its cost, to the preparation,
execution and filing of any additional documents necessary to grant and
perfect the Security Interest. Because certain of the entities to be pledged
are not yet direct Subsidiaries of the Issuer or may not yet exist, the Issuer
agrees, at its cost (including reimbursement of costs and expenses incurred by
the Trustee and counsel for the Securityholders), post-closing, to take all
steps necessary to cause those entities to become direct Subsidiaries of the
Issuer (to the extent permissible by applicable law or regulation and so long
as no gambling licenses or other
-5-
tangible or intangible rights are jeopardized, in the sole discretion of
Issuer) and to grant a Security Interest in compliance with this Indenture in
the percentage of Capital Stock of such entities as required herein. Nothing
herein shall be deemed to grant the Issuer the discretion to refuse to cause
Newco or the Substitute Entity and the Cyprus Entity to be direct Wholly-Owned
Subsidiaries of Issuer (except as permitted in Section 3.11 of this Indenture)
or to grant the requisite Security Interest in the Capital Stock thereof.
Section 2.6. SUBSTITUTION OF COLLATERAL. Section 14.6 of the
Indenture is amended to add a second sentence thereto, which sentence shall
read in its entirety as follows:
However, the Collateral consisting of the sixty-six percent (66%) interest in
all the Capital Stock of 21st Century Resorts, a.s. may be substituted by a
perfected Security Interest in sixty-six percent (66%) the Capital Stock of a
Wholly Owned Subsidiary of the Issuer (owned ninety-nine percent (99%) by the
Issuer and one percent (1%) by TWG) which is a joint stock company organized
under the laws of the Czech Republic, if the following conditions are met:
(a) Such new Subsidiary is properly formed under the laws of the
Czech Republic;
(b) the Trustee and the holder of the Finance Note shall be
granted a Security Interest in sixty-six percent (66%) of all
Capital Stock of such entity, which sixty-six percent (66%) shall
include all of the Capital Stock of such entity held by TWG; and
(c) one hundred percent (100%) of the Capital Stock of 21st
Century shall be transferred to such newly formed Subsidiary.
Section 2.7 DEFINITION OF COLLATERAL AGREEMENTS. The definition
of Collateral Agreements of the Finance Indenture is deleted in its entirety
and replaced in full by the following, which shall read in its entirety as
follows:
"Collateral Agreements" means any agreements including those executed
by the Issuer, TWG, Newco, the Substitute Entity, 21st Century Resorts, a.s.,
LMJ Slots, s.r.o., LMJ Casino Rozadov, a.s., Atlantic Properties, s.r.o.,
Trans World Leasing Limited and the Cyprus Entity and/or such other Persons
necessary to create a Security Interest in favor of the Trustee and the
Securityholders in the Collateral.
Section 2.8 DEFINITION OF NEWCO. The definition of Newco is added
to the Indenture, which shall read as follows:
"Newco" shall have the meaning specified in Section 3.11.
Section 2.9 DEFINITION OF SUBSTITUTE ENTITY. The definition of
Substitute Entity is added to the Indenture, which shall read as follows:
-6-
"Substitute Entity" shall have the meaning specified in Section 3.11.
ARTICLE III
MISCELLANEOUS
Section 3.1. RATIFICATION AND REAFFIRMATION. The Issuer and
Trustee hereby ratify and reaffirm all the terms and conditions of the
Indenture, as specifically amended and supplemented by this Supplemental
Indenture, and each hereby acknowledges that the Indenture remains in full
force and effect, as so amended and supplemented.
Section 3.2. EXECUTION AND COUNTERPARTS. This Supplemental
Indenture may be executed in several counterparts, all of which shall
constitute one and the same instrument and each of which shall be, and shall
be deemed to be, an original.
Section 3.3 EFFECTIVENESS. This Supplemental Indenture shall only
become effective in the event the First Supplemental Trust Indenture to the
Primary Indenture, dated as of the date hereof, shall become effective.
The Issuers will deliver a letter or certificate to the Trustee in
which such persons will certify to the Trustee that the foregoing conditions
have been met and that this Supplement is effective. The consenting Security
Holders will execute this document solely to signify their consent to this
Supplemental Indenture.
IN WITNESS WHEREOF, the Issuer and the Trustee have caused this
Supplemental Indenture to be signed on their behalf by their duly authorized
representative, all as of the date first hereinabove written.
TWG INTERNATIONAL U.S. CORPORATION
By:
-------------------------------
Name: Andrew Tottenham
Title:President
-7-
Consent of Security Holders:
The below designated Security holders of the Finance Indenture and
Primary Indenture, respectively, by their execution hereof, consent to the
First Supplemental Trust Indenture.
TWG FINANCE CORP.
By:
---------------------------
Name: Andrew Tottenham
President
VALUE PARTNERS, LTD.
By:
---------------------------
Name: Timothy G. Ewing
Managing Partner of Ewing &
Partners General Partner of
Value Partners
-8-
U.S. TRUST COMPANY OF TEXAS, N.A.,
as Trustee
By:
--------------------------------
Name: John Stohlmann
Title: Authorized Officer
-9-
EXHIBIT 4.6
SECOND SUPPLEMENTAL
TRUST INDENTURE
TWG INTERNATIONAL U.S. CORPORATION, ISSUER
This Second Supplemental Trust Indenture, dated as of October 15, 1999
(this "Supplemental Indenture"), is made by and between the TWG International
U.S. Corporation ("TWG International") (together with any successors to its
rights, duties and obligations hereunder, the "Issuer"), and U.S. Trust
Company of Texas, N.A. (together with any successor trustee hereunder, the
"Trustee"), a national banking association having corporate trust offices
located in Dallas, Texas.
WHEREAS, the Issuer and the Trustee have heretofore executed and
delivered that certain Indenture dated as of March 31, 1998, as supplemented
on October 29, 1998 (the "Finance Indenture"), and the Issuer has issued its
12% Senior Secured Note Due March 17, 2005 (the "Finance Note") (which, by the
terms hereof, will be redesignated as the 12% Senior Secured Note Due March
17, 2005, Series 1998) thereunder; and
WHEREAS, Trans World Gaming Corp. ("TWG"), TWG Finance Corp. ("TWGF"),
the Issuer and the Trustee have executed that certain Indenture dated as of
March 31, 1998 as supplemented on October 29, 1998 (the "Finance Indenture"),
and TWG, TWGF and TWG International have issued their 12% Senior Secured Notes
Due March 17, 2005 (which, by the terms thereof, will be redesignated as the
12% Senior Secured Note Due March 17, 2005, Series 1998) (the "Primary Notes")
thereunder; and
WHEREAS, the Issuer and the Trustee have heretofore executed and
delivered that certain First Supplemental Trust Indenture to the Indenture
dated as of October 29, 1998; and
WHEREAS, the Finance Indenture provides in Section 8.2 thereof that the
Issuer, when authorized by a resolution of its Board of Director, and the
Trustee may, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Finance Notes at the time outstanding (the
"Holders"), add any provisions to change in any manner or eliminate any of the
provisions of the Finance Indenture or of any supplemental indenture or to
modify in an manner the rights of the Holders of the Finance Note, except
under certain circumstances not applicable herein; and
WHEREAS, the Issuer and the Trustee now desire to amend the Finance
Indenture for the purpose of (i) permitting the authorization and issuance
additional series of Securities pursuant to the terms of the Finance
Indenture, and pursuant to such authority, permitting the authorization and
issuance of $3,000,000 in principal amount of Securities, and (ii) making
certain corrections to the Form of Security for the Securities heretofore
issued and delivered; and
1
WHEREAS, the execution and delivery of this Supplemental Indenture has
been duly and validly authorized in all respects by the Board of Directors of
the Issuer; and
WHEREAS, the Trustee is a party to this Supplemental Indenture in order
to acknowledge its acceptance of the terms and provisions hereof and to
evidence its consent to the amendments to the Finance Indenture made hereby;
and.
WHEREAS, the Holders are a party to this Supplemental Indenture in order
to consent to the terms and conditions hereof pursuant to the requirements of
Section 8.2 of the Finance Indenture; and
NOW, THEREFORE, in consideration of the mutual understandings, promises
and agreements herein contained and other good and valuable consideration, the
sufficiency of which are hereby acknowledged, the Issuer and the Trustee do
covenant and agree hereby, for the equal and proportionate benefit of the
respective Holders, from time to time, of the Notes, as follows:
ARTICLE I
DEFINITIONS AND AUTHORITY
Section 1.1. SUPPLEMENTAL INDENTURE. This Supplemental Indenture is
a Supplemental Indenture, and is adopted in accordance with Article 8 of the
Finance Indenture.
Section 1.2. DEFINITIONS.
(A) Unless the context shall require otherwise, all defined terms
contained in the Finance Indenture shall have the same respective meanings in
this Supplemental Indenture as such defined terms are given in the Finance
Indenture.
(B) As used in this Supplemental Indenture, except as otherwise
expressly provided or unless the context shall require otherwise:
(1) This "Supplemental Indenture" means this instrument as
originally executed or as it may, from time to time, be supplemented or
amended by one or more supplemental indentures hereto entered into pursuant to
the applicable provisions of the Finance Indenture.
(2) All references in this instrument to designated "Articles,"
"Sections," and other subdivisions are to the designated Articles, Sections,
and other subdivisions of this instrument as originally executed.
2
Section 1.3. FINANCE INDENTURE TO REMAIN IN FORCE. Except as
amended by this Supplemental Indenture, the Finance Indenture shall remain in
full force and effect as to matters covered therein.
Section 1.4. SUCCESSORS AND ASSIGNS. All covenants and agreements
in this Supplemental Indenture by the Issuer and the Trustee shall bind the
Holders of the Securities, the Issuer, the Trustee and their respective
successors and assigns, whether so expressed or not.
Section 1.5. BENEFITS OF SUPPLEMENTAL INDENTURE. Nothing in this
Supplemental Indenture or in the Notes, express or implied, shall give any
Person, other than the parties hereto, their respective successors hereunder
and the Holders of the Notes, any benefit or any legal or equitable rights,
remedy or claim under this Supplemental Indenture.
Section 1.6. GOVERNING LAW. This Supplemental Indenture shall be
construed in accordance and governed by the laws of the State of New York.
ARTICLE II
AMENDMENTS TO FINANCE INDENTURE
Section 2.1. DEFINITIONS. Section 1.1 of the Finance Indenture is
amended to add or amend in their entirety the definitions of the following
terms:
"Additional Securities" means each series of parity Securities
which may from time to time be issued pursuant to the terms of Section 2.9 of
this Indenture.
"Issue Date" means the date on which a series of Securities are
originally issued under this Indenture.
"Primary Indenture" means that certain Indenture dated as of
March 31, 1998, as supplemented on October 29, 1998 pursuant to which the
Issuer, TWG and TWG Finance Corporation are issuers and the Trustee herein is
the trustee, as to those certain $17,000,000 12% Senior Secured Notes Due
March 17, 2005, together with any supplement to such Indenture and any
additional notes issued under such Indenture and the supplements thereto.
"Security" or "Securities" means any of the Issuer's 12% Senior
Secured Notes due March 17, 2005, Series 1998, and any Additional Securities
authenticated and delivered in accordance with Section 2.9 of this Indenture.
"Subscription Agreement" means the Subscription Agreement dated as
of March 16, 1998, among TWG, TWG International, TWG Financing and certain
Securityholders relating to the Series 1998 Securities, and any similar
agreement entered into in connection with the issuance of Additional
Securities issued under this Indenture.
3
Section 2.2. AUTHENTICATION AND DELIVERY OF SECURITIES. Section 2.1 of
the Indenture is amended so that, as amended, Section 2.1 shall read in its
entirety as follows:
SECTION 2.1 AUTHENTICATION AND DELIVERY OF SECURITIES. Securities in
an aggregate principal amount not in excess of $17,000,000 (except as
otherwise provided in Section 2.6 and Section 2.9 hereof) may be executed by
the Issuer and delivered to the Trustee for authentication, and a responsible
officer of the Trustee shall thereupon authenticate and deliver said
Securities to the Issuer or upon the written order of the Issuer, signed by
both (a) the Chairman of the Board of Directors or any Vice Chairman of the
Board of Directors, or its Chief Executive Officer or President or any Vice
President (whether or not designated by a number or numbers or a word or words
added before or after the title "Vice President") and (b) by its Treasurer or
Secretary or any Assistant Treasurer or Secretary without any further action
by the Issuer. The Issuer's $17,000,000 aggregate principal amount of
Securities shall be designated the Issuer's 12% Senior Notes Due March 12,
2005, Series 1998 (sometimes referred to herein as the "Series 1998
Securities").
Section 2.3. ADDITIONAL SECURITIES. Section 2.9 is added to the
Finance Indenture, and Section 2.9 will read in its entirety as follows:
SECTION 2.9. ADDITIONAL SECURITIES.
(a) GENERAL. The Issuer may, subject to the requirements of Section
2.9(b), issue one or more installments of Additional Securities. When issued
and delivered, the Additional Securities will be payable from and secured by
this Indenture and the Collateral on a parity with any previously issued
outstanding Securities. The Additional Securities may be issued in one or
more series or not in any series, be in various principal amounts, mature at
different times, and bear interest at different rates from each other and
from Securities which are previously outstanding, be payable in installments,
be redeemable prior to maturity with or without premium on whatever terms or
prices, and contain such other provisions as may be provided in the
supplemental indenture pursuant to which the Additional Securities are issued.
(b) REQUIREMENTS FOR ISSUING ADDITIONAL SECURITIES. No Additional
Securities shall be issued unless:
(i) The prior written consent to the issuance of the Additional
Securities is given by the Holders of not less than a majority in aggregate
principal amount of Securities at the time Outstanding;
(ii) The Issuer delivers to the Trustee an Officers Certificate
stating to the effect that no Default exists in connection with any of the
covenants or requirements of this Indenture or any supplemental indenture
authorizing the issuance of Additional Securities, except Defaults that have
been waived in writing by the Holders; and
4
(iii) The Issuer and the Trustee enter into a Supplemental
Indenture regarding the terms, issuance and delivery of Additional Securities
and the Trustee is provided with the documents required to be delivered to it
pursuant to Section 8.4 of this Indenture and other documents and opinions
reasonably requested by the Trustee.
Section 2.4 SUPPLEMENTAL INDENTURES. Section 8.1 of the Finance
Indenture is amended to add thereto a new subsection (e) which will read in
its entirely as follows:
(e) to provide for the issuance of Additional Securities in
accordance with Section 2.9 of this Indenture.
Section 2.5 Amendment to the Form of Face of the Series 1998 Security.
The Form of the Face of the Series 1998 Security is amended by amending the
fourth-to-the-last paragraph thereof, so that, as amended, such paragraph
shall read in its entirety as follows:
The interest so payable on any Interest Payment Date will, except as
otherwise provided in the Indenture referred to on the reverse hereof, be paid
to the Person in whose name this Security is registered on the 15th day of the
month next preceding the month in which such interest payment falls, whether
or not such Interest Record Date is a Business Day.
Section 2.6 Global Amendment. To the extent necessary, all other terms
of the Finance Indenture shall be deemed amended to reflect the issuance of
Additional Securities constituting the Finance Note and of Additional
Securities (as that term is defined in the Second Supplemental Trust Indenture
to the Primary Indenture executed contemporaneously herewith).
ARTICLE III
AUTHORIZATION AND TERMS OF ADDITIONAL SECURITIES
Section 3.1 AUTHORIZATION OF ADDITIONAL SECURITIES. Pursuant to
Section 2.9 of the Indenture, an Additional Security in an amount not in
excess of $3,000,000 (except as provided in Section 2.6) of the Indenture
entitled to the benefit and security of this Indenture and the Collateral
referred to herein are hereby authorized. The Additional Securities shall be
issued in the form of Exhibit A, attached hereto. Such Additional Security
shall be designated the Issuer's 12% Senior Note Due March 17, 2005, Series
1999 (sometimes referred to herein as the "Series 1999 Security"). Such
Additional Security may be executed by the Issuer and delivered to the Trustee
for authentication, and a responsible officer of the Trustee shall thereupon
authenticate and deliver said Securities to the Issuer or upon written order
of the Issuer signed by the Chairman of the Board of Directors or any Vice
Chairman of the Board of Directors, or its Chief Executive Officer or
President or any Vice President (whether or not designated by a number or
numbers or a word or words added before or after the title "Vice President.")
Such Additional Security shall be a "Security" under this Indenture in all
respects.
4
Section 3.2 TERMS OF THE ADDITIONAL SECURITIES. The terms of the
Additional Security, including, but not limited to, date, denominations,
interest rate, maturity, and redemption provisions, if any, shall be as
provided in the form of Security attached hereto as EXHIBIT A and as provided
in the Indenture.
ARTICLE IV
MISCELLANEOUS
Section 4.1. RATIFICATION AND REAFFIRMATION. The Issuer and
Trustee hereby ratify and reaffirm all the terms and conditions of the Finance
Indenture, as specifically amended and supplemented by this Supplemental
Indenture, and each hereby acknowledges that the Finance Indenture remains in
full force and effect, as so amended and supplemented.
Section 4.2. EXECUTION AND COUNTERPARTS. This Supplemental
Indenture may be executed in several counterparts, all of which shall
constitute one and the same instrument and each of which shall be, and shall
be deemed to be, an original.
IN WITNESS WHEREOF, the Issuer and the Trustee have caused this
Supplemental Indenture to be signed on their behalf by their duly authorized
representative, all as of the date first hereinabove written.
TWG INTERNATIONAL U.S. CORPORATION
By:
-------------------------------
Name:
Title:
----------------------------
6
U.S. TRUST COMPANY OF TEXAS, N.A.,
as Trustee
By:
--------------------------------
Name: John C. Stohlmann
Title: Vice President
7
CONSENT OF THE SECURITYHOLDER
The undersigned, TWG Finance Corp. and Value Partners, Ltd., each the
Holder of a majority principal amount of the Finance Note and the Primary
Notes, respectively, by their execution hereof consent to this Supplemental
Indenture pursuant to Section 8.2 of the Finance Indenture and pursuant to
Section 2.9 of the Indenture, as amended by the Supplemental Indenture.
EXECUTED as of the day and year first above written.
TWG FINANCE CORP.
By:
---------------------------------
Name:
Title:
VALUE PARTNERS, LTD.
By:
---------------------------------
Name: Timothy G. Ewing
Managing Partner of Ewing & Partners
General Partner of Value Partners, Ltd.
8
EXHIBIT "A"
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY STATE SECURITIES ACT, AND MAY NOT BE TRANSFERRED WITHOUT
REGISTRATION UNDER SUCH ACTS OR AN OPINION OF COUNSEL SATISFACTORY TO THE
ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.
No. 1 $3,000,000.00
TWG INTERNATIONAL U.S. CORPORATION
12% Senior Secured Note Due March 17, 2005, Series 1999
Date: October 15, 1999
New York, New York
TWG International U.S. Corporation, a Nevada corporation (the "Issuer"),
for value received hereby promises to pay to TWG Finance Corp. a Delaware
corporation, or registered assigns, the principal sum of $3,000,000.00 at the
Issuer's office or agency for said purpose, on March 17, 2005, in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay interest
semi-annually on March 17 and September 17 (each an "Interest Payment Date")
of each year, commencing with March 17, 2000, on said principal sum in like
coin or currency at 12% simple interest per annum at said office or agency
from the most recent Interest Payment Date to which interest on the Securities
has been paid or duly provided for unless the date hereof is a date to which
interest on the Securities is paid or duly provided for, in which case from
the date of this Security, or unless no interest has been paid or duly
provided for on the Securities, in which case from the date of issuance. To
the extent lawful, the Issuer promises to pay interest on any interest payment
past due but unpaid on such unpaid principal amount at a rate of 17% per annum
compounded semi-annually.
The interest so payable on any Interest Payment Date will, except as
otherwise provided in the Indenture referred to on the reverse hereof, be paid
to the Person in whose name this Security is registered on the 15th day of the
month next preceding the month in which such interest payment falls, whether
or not a Business Day (each an "Interest Record Date"); PROVIDED that interest
may be paid, at the option of the Issuer, by mailing a check therefor payable
on the Interest Payment Date to the registered Holder entitled thereto at his
last address as it appears on the Security register.
If interest on the Securities is in default, the Trustee shall, prior to
the payment of interest, establish a special record date (the "Special Record
Date") for such payment, which Special Record Date shall be not more than
fifteen (15) nor less than ten (10) days prior to the date of the proposed
payment. Payment of such defaulted interest shall then be made by check, as
provided herein and in the Indenture, mailed or remitted to the persons in
whose names the
9
Securities are registered on the Special Record Date at the addresses or
accounts of such persons shown on the security register.
Interest on this Security will be calculated on the basis of a 360-day
year, consisting of twelve 30-day months.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof which further provisions shall for all purposes
have the same effect as if set forth in this place.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed under its corporate seal.
[Seal] TWG INTERNATIONAL U.S. CORPORATION
By:
-------------------------------
Its: Vice President
10
REVERSE OF SECURITY
TWG INTERNATIONAL U.S. CORPORATION
12% Senior Secured Note Due March 17, 2005, Series 1999
This Security one of a series of duly authorized debt securities of the
Issuer designated as "12% Senior Secured Notes Due March 17, 2005, Series
1999", issued in the aggregate principal amount of $3,000,000.00, and issued
pursuant to a Supplemental Trust Indenture (Supplemental Indenture") dated as
of October 15, 1999, duly executed and delivered by the Issuer to U.S. Trust
Company of Texas, N.A., as Trustee (hereinafter referred to as the "Trustee"),
which Supplemental Indenture supplements the Indenture ("Original Indenture")
dated as of March 31, 1998 and supplemented on October 29, 1998, duly executed
and delivered by the Issuer to the Trustee. The Original Indenture and the
Supplemental Indenture are hereinafter referred to as the "Indenture."
Reference is hereby made to the Indenture and all indentures supplemental
thereto for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Issuer and the Holders
(the words "Holders" or "Holder" meaning the registered holders or registered
holder) of the Securities. The Securities are secured obligations of the
Issuer. Capitalized terms used in this Security and not defined herein shall
have the meaning set forth in the Indenture.
In case an Event of Default (as defined in the Indenture) shall have
occurred and be continuing, the principal and interest in respect of all of
the Securities then outstanding may be declared due and payable in the manner
and with the effect, and subject to the conditions, provided in the Indenture.
The Indenture provides that the Holders of 50% in aggregate principal amount
of the Securities then outstanding, by notice to the Trustee, may on behalf of
the Holders of all of the Securities, waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default
or Event of Default in the payment of interest or premium on, or the principal
of, the Securities or in respect of a covenant or provision that cannot be
modified or amended without the consent of all Holders of the Securities. Any
such consent or waiver by the Holder of this Security (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such Holder
and upon all future Holders and owners of this Security and any Security which
may be issued in exchange or substitution therefor, whether or not any
notation thereof is made upon this Security or such other Securities.
The Indenture permits the Issuer and the Trustee, with the consent of
the Holders of not less than 50% in aggregate principal amount of the
Securities at the time outstanding, evidenced as in the Indenture provided, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of
the Securities; PROVIDED that no such supplemental indenture shall, without
the consent of each Holder affected thereby (with respect to any Securities
held by a non-consenting Securityholder) (i) reduce the principal amount of
Securities whose Holders must consent to an amendment, supplement or waiver,
(ii) reduce the principal of or change the fixed maturity of any Security or
11
alter the provisions with respect to the redemption of the Securities, (iii)
reduce the rate of or change the time for payment of interest on any Security,
(iv) waive a Default or Event of Default in the payment of principal of or
premium, if any, or interest on the Securities (except a rescission of
acceleration of the Securities by the Holders of at least 50% in aggregate
principal amount of the then outstanding Securities and a waiver of the
payment default that resulted from such acceleration), (v) make any Security
payable in money other than that stated in the Securities, (vi) make any
change in the provisions of the Indenture relating to waivers of past Defaults
or the rights of Holders of Securities to receive payments of principal of or
interest on the Securities, (vii) waive a redemption payment with respect to
any Security or (viii) make any change in the foregoing amendment and waiver
provisions.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligations of the Issuer, which
are absolute and unconditional, to pay the principal of and the interest on
this Security at the place, times, and rate, and in the currency, herein
prescribed.
The Securities are issuable only as registered Securities without
coupons.
At the office or agency of the Issuer referred to on the face hereof and
in the manner and subject to the limitations provided in the Indenture,
Securities may be exchanged for a like aggregate principal amount of
Securities of other authorized denominations.
Upon due presentment for registration of transfer of this Security at
the above-mentioned office or agency of the Issuer, a new Security or
Securities of authorized denominations, for a like aggregate principal amount,
will be issued to the transferee as provided in the Indenture. No service
charge shall be made for any such transfer, but the Issuer may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto.
As provided in the Indenture, Issuer shall be required to make mandatory
prepayments equal to Excess Cash Flow until Obligations are fully defeased
pursuant to Section 10.2 or until one hundred percent (100%) of the principal
amount of the Securities, together with accrued and unpaid interest, is paid.
The Securities may also be redeemed by the Issuer, in whole, or in part, upon
mailing a notice of such redemption not less than 30 nor more than 60 days
prior to the date fixed for redemption to the Holders of Securities to be
redeemed, at a redemption price equal to 100% of the principal amount of the
Securities redeemed, together with accrued and unpaid interest to the date
fixed for redemption. If there is a Change of Control (as defined in the
Indenture), the Issuer shall be required to offer to purchase all outstanding
Securities at a purchase price equal to 101% of the principal amount thereof,
plus accrued unpaid interest, if any, through the date of such purchase.
Subject to payment by the Issuer of a sum sufficient to pay the amount
due upon redemption, interest on this Security shall cease to accrue upon the
date duly fixed for redemption of this Security.
12
The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the registered Holder hereof as the absolute owner
of this Security (whether or not this Security shall be overdue and
notwithstanding any notation of ownership or other writing hereon made by
anyone other than the Issuer or the Trustee or any authorized agent of the
Issuer or the Trustee), for the purpose of receiving payment of, or on account
of, the principal hereof and premium, if any, and subject to the provisions on
the face hereof, interest hereon and for all other purposes, and neither the
Issuer nor the Trustee nor any authorized agent of the Issuer or the Trustee
shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of, premium,
if any, or the interest on this Security, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, shareholder,
officer, employee or director, as such, past, present or future, of the Issuer
or Trustee or of any successor corporation, either directly or through the
Issuer or any successor corporation, whether by virtue of any constitution,
statute or rule of law or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of
the consideration for the issue hereof, expressly waived and released.
Customary abbreviations may be used in the name of a Securityholder or
an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).
This Security shall not be valid or obligatory until the certificate of
authentication hereon shall have been duly signed by an authorized signatory
of the Trustee acting under the Indenture.
[TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Securities described in the within-mentioned
Indenture.
Dated:
U.S. Trust Company of Texas, N.A., as
Trustee
By:
-----------------------------------
Authorized Signatory
13
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to:
_____________________________________________________________________________
(Insert assignee's soc. sec. or tax I.D. no.)
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint______________________________________________agent to
transfer this Security on the books of Issuer. The agent may substitute
another to act for him.
If you want the Note certificate made out in another person's name, fill in
the form below:
_____________________________________________________________________________
(insert other person's soc. sec. or tax I.D. no.)
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
(Print or type other person's name, address and zip code)
Date: _______________________ ____________________________________
Your Signature
____________________________________
Signature Guaranty
____________________________________
Notice: Signature must be guaranteed
by an "Eligible Guarantor Institution"
as defined by Securities Exchange Act
Rule 17Ad-15.
(Sign exactly as your name appears on the other side of this Security)
14
EXHIBIT 4.7
THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES ACT, AND MAY NOT BE
TRANSFERRED WITHOUT REGISTRATION UNDER SUCH
ACTS OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO
THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.
WARRANT TO PURCHASE
COMMON STOCK
Series G No. __
TRANS WORLD GAMING CORP.
(a Nevada corporation)
Dated: October __, 1999
THIS CERTIFIES that __________________ (together with its successors or
permitted assigns, the "Holder") is entitled to purchase from Trans World
Gaming Corp., a Nevada corporation ("Company") up to ________ shares of the
Company's common stock, par value $.001 per share (the "Common Stock"), at a
purchase price of $.01 per share of Common Stock (the "Warrant Price"),
subject to adjustment as hereafter provided.
This Warrant is issued pursuant to that certain Subscription Agreement
dated as of October __, 1999 (the "Agreement"), between the Company and the
Holder.
1. EXERCISE OF THE WARRANT.
The rights represented by this Warrant may be exercised at any time on
or before 5:00 p.m., New York time, on March 31, 2008, in whole or in part, by
(i) the surrender of this Warrant (with the purchase form at the end hereof
properly executed) at the principal executive office of the Company (or such
other office or agency of the Company as it may designate by notice in writing
to the Holder at the address of the Holder appearing on the books of the
Company); (ii) payment to the Company of the Warrant Price then in effect for
the number of shares of
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Common Stock specified in the above-mentioned purchase form together with
applicable stock transfer taxes, if any; and (iii) delivery to the Company of
a duly executed agreement signed by the person(s) designated in the purchase
form to the effect that such person(s) agree(s) to be bound by the provisions
of Paragraph 5 and subparagraph (b), (c) and (d) of Paragraph 6 hereof. This
Warrant shall be deemed to have been exercised, in whole or in part to the
extent specified, immediately prior to the close of business on the date this
Warrant is surrendered and payment is made in accordance with the foregoing
provisions of this Paragraph 1, and the person or persons in whose name or
names the certificates for the Common Stock shall be issuable upon such
exercise shall become the Holder or Holders of record of such Common Stock at
that time and date. The Common Stock so purchased shall be delivered to the
Holder within a reasonable time, not exceeding ten (10) business days, after
the rights represented by this Warrant shall have been so exercised. If
at any time this Warrant is exercised as to less than the total number of
shares for which it may be exercised, and this Warrant shall not have expired,
the Company shall promptly issue to the Holder a new Warrant identical in form
as to this Warrant as to the remaining shares hereunder.
2. TRANSFER.
Subject to the legend set forth at the top of the first page hereof,
this Warrant may be assigned in whole or in part by the Holder by (i)
completing and executing the form of assignment at the end hereof and (ii)
surrendering this Warrant with such duly completed and executed assignment
form for cancellation, accompanied by funds sufficient to pay any transfer
tax, at the office or agency of the Company referred to in Paragraph 9(b),
hereof; whereupon the Company shall issue, in the name or names specified by
the Holder (including the Holder) a new Warrant or Warrants of like tenor and
representing in the aggregate rights to purchase the same number of shares of
Common Stock as are then purchasable hereunder.
3. COVENANTS OF THE COMPANY.
(a) The Company covenants and agrees that all Common Stock and
Common Stock issuable upon exercise of this Warrant will, upon issuance, be
duly and validly issued, fully paid and nonassessable and no personal
liability will, for Company obligations, attach to the holder thereof by
reason of being such a holder, other than as set forth herein.
(b) The Company covenants and agrees that during the period
within which this Warrant may be exercised, the Company will at all times have
authorized and reserved a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.
4. NO RIGHTS OF STOCKHOLDER.
This Warrant shall not entitle the Holder to any voting rights or other
rights as a stockholder of the Company, either at law or in equity, and the
rights of the Holder are limited to
-2-
those expressed in this Warrant and are not enforceable against the Company
except to the extent set forth herein.
5. REGISTRATION.
(a) The Holder shall have the right to have the shares of Common
Stock underlying this Warrant registered as part of the next public offering
of the Common Stock. Upon the written request of any combination of the
holders of Common Stock or of Warrants issued by the Company and collectively
exercisable into not less than 100,000 shares of Common Stock (as such number
may be adjusted under Paragraph 7), and on a one-time basis, the Company shall
file, within ninety (90) days after written request such registration, and use
its best efforts to cause to be declared effective ninety (90) days
thereafter, by the Securities and Exchange Commission, a registration
statement or post-effective amendment thereto as permitted under the
Securities Act of 1933, as amended (the "Act"), covering the sale by the
Holder of the Common Stock issuable upon exercise of this Warrant or any
portion hereof (the "Registerable Securities"). The Company shall supply
prospectuses in order to facilitate the public sale or other disposition of
the Registerable Securities, use its best efforts to register and qualify any
of the Registerable Securities for sale in such states as such Holder
reasonably designates and do any and all other acts and things which may be
necessary to enable such Holder to consummate the public sale of the
Registerable Securities, and furnish indemnification in the manner provided in
Paragraph 6 hereto. The Holder shall furnish information reasonably requested
by the Company in accordance with such post-effective amendments or
registration statements, including its intentions with respect thereto, and
shall furnish indemnification as set forth in Paragraph 6.
(b) The Company will maintain such registration statement or
post-effective amendment current and effective under the Act until two years
following the expiration of the exercisability of this Warrant, or until
shares owned by the Holder are eligible for sale without restriction under
Rule 144.
(c) The Company shall bear the entire cost and expense of any
registration of securities under Paragraph 5 hereof. Notwithstanding the
foregoing, any Holder whose Registerable Securities are included in any such
registration statement pursuant to this Paragraph 5 shall, however, bear the
fees of any counsel retained by him and any transfer taxes or underwriting
discounts or commissions applicable to the Registerable Securities sold by him
pursuant thereto.
(d) In addition the Company shall:
(i) furnish to the Holder such numbers of copies of a
summary prospectus or other prospectus, including a preliminary prospectus or
any amendment or supplement to any prospectus, in conformity with the
requirements of the 1933 Act, and such
-3-
other documents, as the Holder may reasonably request in order to facilitate
the public sale or other disposition of the securities owned by the Holder;
(ii) use its best efforts to register and qualify the
securities covered by such registration statement under such other securities
or blue sky laws of such jurisdictions as the Holder shall reasonably request,
and do any and all other acts and things which may be necessary or advisable
to enable such Holder to consummate the public sale or other disposition in
such jurisdictions of the securities owned by such Holder, except that the
Company shall not for any such purpose be required to qualify to do business
as a foreign corporation in any jurisdiction wherein it is not so qualified or
to file therein any general consent to service of process;
(iii) use its best efforts to list such securities on any
securities exchange on which any securities of the Company is then listed, if
the listing of such securities is then permitted under the rules of such
exchange;
(iv) enter into and perform its obligations under an
underwriting agreement, if the offering is an underwritten offering, in usual
and customary form, with the managing underwriter or underwriters of such
underwritten offering;
(v) notify the Holder of Registrable Securities covered by
such registration statement, at any time when a prospectus relating thereto
covered by such registration statement is required to be delivered under the
1933 Act, of the happening of any event of which it has knowledge as a result
of which the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing; and
(vi) furnish, at the request of the Holder on the date such
Registrable Securities are delivered to the underwriters for sale pursuant to
such registration or, if such Registrable Securities are not being sold
through underwriters, on the date the registration statement with respect to
such Registrable Securities becomes effective, (i) an opinion, dated such
date, of the counsel representing the Company for the purpose of such
registration, addressed to the underwriters, if any, and to the Holder making
such request, covering such legal matters with respect to the registration in
respect of which such opinion is being given as the Holder of such Registrable
Securities may reasonably request and are customarily included in such an
opinion and (ii) letters, dated, respectively, (1) the effective date of the
registration statement and (2) the date such Registrable Securities are
delivered to the underwriters, if any, for sale pursuant to such registration,
from a firm of independent certified public accountants of recognized standing
selected by the Company, addressed to the underwriters, if any, and to the
Holder making such request, covering such financial, statistical and
accounting matters with respect to the registration in respect of which such
letters are being given as the Holder of such Registrable Securities may
reasonably request and are customarily included in such letters; and
-4-
(vii) take such other actions as shall be reasonably
requested by any Holder to facilitate the registration and sale of the
Registrable Securities.
6. INDEMNIFICATION.
(a) Whenever pursuant to Paragraph 5 a registration statement
relating to any Registerable Securities is filed under the Act, amended or
supplemented, the Company will indemnify and hold harmless each Holder of the
Registerable Securities covered by such registration statement, amendment or
supplement (such holder hereinafter referred to as the Distributing Holder),
each person, if any, who controls (within the meaning of the Act) the
Distributing Holder, and each officer, director, employee, partner or agent of
the Distributing Holder, and each underwriter (within the meaning of the Act)
of such securities and each person, if any, who controls (within the meaning
of the Act) any such underwriter and each officer, director, employee, agent
or partner of such underwriter against any losses, claims, damages or
liabilities joint or several, to which the Distributing Holder, any such
underwriter or any other person described above may become subject under the
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in any
such registration statement or any preliminary prospectus or final prospectus
constituting a part thereof or any amendment or supplement thereto, or arise
out of or are based upon the omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading; and will reimburse the Distributing Holder and each such
underwriter or such other person for any legal or other expenses reasonably
incurred by the Distributing Holder, or underwriter or such other person, in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case (i) to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in said registration statement, said
preliminary prospectus, said final prospectus or said amendment or supplement
in reliance upon and in conformity with written information furnished by such
Distributing Holder, any other Distributing Holder or any such an underwriter
or any other such person for use in the preparation thereof, and (ii) such
losses, claims, damages or liabilities arise out of or are based upon any
actual or alleged untrue statement or omission made in or from any preliminary
prospectus, but corrected in the final prospectus, as amended or supplemented.
(b) Whenever pursuant to Paragraph 5 a registration statement
relating to the Registerable Securities is filed, amended or supplemented
under the Act, the Distributing Holder will indemnify and hold harmless the
Company and each underwriter, each of their respective directors, each of
their respective officers, employees, partners and agents thereto, and each
person, if any, who controls the Company (within the meaning of the Act)
against any losses, claims, damages or liabilities to which the Company or any
such director, officer, employees, partners and agents or controlling person
may become subject under the Act or otherwise, insofar
-5-
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue or alleged untrue statement of any
material fact contained in any such registration statement or any preliminary
prospectus or final prospectus constituting a part thereof, or any amendment
or supplement thereto, or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each
case to the extent, but only to the extent that such untrue statement or
alleged untrue statement or omission was made in said registration statement,
said preliminary prospectus, said final prospectus or said amendment or
supplement in reliance upon and in conformity with written information
furnished by such Distributing Holder for use in the preparation thereof; and
will reimburse the Company or any such director, officer, employees, partners
and agents or controlling person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action.
(c) Promptly after receipt by an indemnified party under this
Paragraph 6 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against any
indemnifying party, give the indemnifying party notice of the commencement
thereof; but the omission to so notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise
than under this Paragraph 6.
(d) In case any such action is brought against any indemnified
party, and it notifies an indemnifying party of the commencement thereof, the
indemnified party will be entitled to participate in, and, to the extent that
it may wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof with counsel reasonably satisfactory to such
indemnifying party, and after notice from the indemnified party to such
indemnifying party of its election to so assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Paragraph 6 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.
7. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SECURITIES.
(a) The Warrant Price shall be subject to adjustment from time
to time as follows:
(i) In case the Company shall at any time after the date
hereof pay a dividend in shares of Common Stock or
make a distribution in shares of Common Stock, then
upon such dividend or distribution the Warrant Price
in effect immediately prior to such dividend or
distribution shall forthwith be reduced to a price
determined by dividing:
-6-
(A) an amount equal to the total number of shares of
Common Stock outstanding immediately prior to
such dividend or distribution multiplied by the
Warrant Price in effect immediately prior to
such dividend or distribution, by
(B) the total number of shares of Common Stock
outstanding immediately after such issuance or
sale.
For the purposes of any computation to be made in accordance
with the provision of this clause (i), the following provisions shall be
applicable: Common Stock issuable by way of dividend or other distribution on
any stock of the Company shall be deemed to have been issued immediately after
the opening of business on the date following the date fixed for the
determination of stockholders entitled to receive such dividend or other
distribution.
(ii) In case the Company shall at any time subdivide or
combine the outstanding Common Stock, the Warrant
Price shall forthwith be proportionately decreased in
the case of subdivision or increased in the case of
combination. Any such adjustment shall become
effective at the time such subdivision or combination
shall become effective.
(iii) In case the Company shall at any time or from
time to time issue or sell shares of Common Stock (or
securities convertible into or exchangeable for shares
of Common Stock, or any options, warrants or other
rights to acquire shares of Common Stock) at a price
per share less than the Market Price per share of
Common Stock (treating the price per share of any
security exchangeable or exercisable into Common Stock
as equal to (x) the sum of the price for such security
convertible, exchangeable or exercisable into Common
Stock plus any additional consideration payable
(without regard to any anti-dilution adjustments) upon
the conversion, exchange or exercise of such security
into Common Stock divided by (y) the number of shares
of Common Stock initially underlying such convertible,
exchangeable or exercisable security), other than
issuance or sales of Common Stock pursuant to any
employee benefit plan, then, and in each such case,
the number of shares of Common Stock thereafter
purchasable upon exercise of a Warrant shall be
determined by multiplying the number of shares of
Common Stock theretofore purchasable upon exercise of
each Warrant by a fraction (A) the numerator of which
shall be the sum of the number of shares of Common
Stock outstanding on such date plus the number of
additional shares of Common Stock issued (or the
maximum number into which such convertible or
-7-
exchangeable securities initially may convert or
exchange or for which such options, warrants or other
rights initially may be exercised) and (B) the
denominator of which shall be the sum of the number of
shares of Common Stock outstanding on such date plus
the number of shares of Common Stock which the
aggregate consideration for the total number of such
additional shares of Common Stock so issued (or into
which such convertible or exchangeable securities may
convert or exchange or for which such options,
warrants or other rights may be exercised plus the
aggregate amount of any additional consideration
initially payable upon conversion, exchange or
exercise of such security) would purchase at the
Market Price per share of Common Stock on such date.
Such adjustment shall be made whenever such shares,
securities, options, warrants or other rights are
issued, and shall become effective retroactively
immediately after the close of business on the record
date for the determination of stockholders entitled to
receive such shares, securities, options, warrants or
other rights; PROVIDED, that the determination as to
whether an adjustment is required to be made pursuant
to this Section 7(a) shall only be made upon the
issuance of such shares or such convertible or
exchangeable securities, options, warrants or other
rights, and not upon the issuance of the security into
which such convertible or exchangeable security
converts or exchanges, or the security underlying such
option, warrant or other right. Notwithstanding the
foregoing, in the event of such issuance or sale of
Common Stock at a cash price less than the Market
Price, no such adjustment under this Section 7(a) need
be made to the number of shares underlying the Warrant
unless such adjustment would require an increase or
decrease of at least 1% of the number of shares
underlying the Warrant. Any lesser adjustment shall
be carried forward and shall be made at the time of
and together with the next subsequent adjustment
which, together with any adjustment or adjustments so
carried forward, shall amount to an increase or
decrease of at least 1% of number of shares underlying
the Warrant. For the purpose of this Agreement, the
term "Market Price" shall mean (i) if the Common Stock
is traded in the over-the-counter market or on the
National Association of Securities Dealers, Inc.
Automated Quotations System ("NASDAQ"), the average
per share closing prices of the Common Stock on the 20
consecutive trading days immediately preceding the
date in question as reported by NASDAQ or an
equivalent generally accepted reporting service, or
(ii) if the Common Stock is traded on a national
securities exchange, the average for the 20
-8-
consecutive trading days immediately preceding the
date in question of the daily per share closing prices
of the Common Stock on the principal stock exchange on
which it is listed, as the case may be. The closing
price referred to above shall be the last reported
sales price or in case no such reported sale takes
place on such day, the average of the reported closing
bid and asked prices, in either case on the national
securities exchange or automated quotation system on
which the Common Stock is then listed. Whenever the
number of shares of Common Stock purchasable upon
exercise of each Warrant is adjusted, the Warrant
Price for each share of Common Stock payable upon
exercise of each Warrant shall be adjusted by
multiplying such Warrant Price immediately prior to
such adjustment by a fraction, the numerator of which
shall be the number of shares of Common Stock
purchasable upon the exercise of each Warrant
immediately prior to such adjustment and the
denominator of which shall be the number of shares of
Common Stock purchasable immediately after such
adjustment.
(iv) Within a reasonable time after the close of each
quarterly fiscal period of the Company during which
the Warrant Price or number of shares issuable upon
exercise of this Warrant has been adjusted as herein
provided, the Company shall deliver to the Holder a
certificate signed by the President or Vice President
of the Company and by the Treasurer or Assistant
Treasurer or the Secretary or an Assistant Secretary
of the Company, showing in detail the facts requiring
all such adjustments occurring during such period and
the Warrant Price after each such adjustment.
(b) In the event that the number of outstanding shares of Common
Stock is increased by a stock dividend or distribution payable in Common Stock
or by a subdivision of the outstanding Common Stock, then, from and after the
record date thereof, by reason of such dividend, distribution or subdivision,
the number of shares of Common Stock issuable upon the exercise of the Warrant
shall be increased in proportion to such increase in outstanding shares. In
the event that the number of shares of Common Stock outstanding is decreased
by a combination of the outstanding Common Stock, then, from and after the
record date thereof, the number of shares of Common Stock issuable upon the
exercise of the Warrant shall be decreased in proportion to such decrease in
the outstanding shares of Common Stock.
(c) In case of any reorganization or reclassification of the
outstanding Common Stock (other than a change in par value, or from par value
to no par value, or as a result of a subdivision or combination), or in case
of any consolidation of the Company with, or merger of the Company into,
another corporation (other than a consolidation or merger in which the
-9-
Company is the continuing corporation and which does not result in any
reclassification of the outstanding Common Stock), or in case of any sale or
conveyance to another corporation of the property of the Company as an
entirety or substantially as an entirety, the holder of the Warrant then
outstanding shall thereafter have the right to purchase the kind and amount of
shares of common stock and other securities and property receivable upon such
reorganization, reclassification, consolidation, merger, sale or conveyance by
a holder of the number of shares of Common Stock which the holder of the
Warrant shall then be entitled to purchase; such adjustments shall apply with
respect to all such changes occurring between the date of this Warrant
Agreement and the date of exercise or expiration of the Warrant.
(d) Subject to the provisions of this Section, in case the
Company shall, at any time prior to the exercise of the Warrant, desire to
declare a dividend or make any distribution of its assets to holders of its
Common Stock, whether as a liquidating or a partial liquidating dividend or
for any other purpose, the Company shall provide the holder of the Warrant
with written notice of such intent not less than thirty (30) days prior to the
record date to determine holders of Common Stock entitled to receive such
distribution and the holder of this Warrant shall have until 5:00 p.m. EST on
the twentieth (20th) day following the actual receipt of such notice to elect
whether to exercise this Warrant in accordance with the terms herein. In the
event of proper election to exercise the Warrant, the holder of this Warrant
shall be deemed to be a holder of Common Stock as of the record date for such
distribution. Should the holder of the Warrant elect to exercise his Warrant
within 20 days after the record date for the determination of those holders of
Common Stock entitled to such dividend or distribution, he shall be entitled
to receive for the Warrant Price per Warrant, in addition to each share of
Common Stock, the amount of such distribution (or, at the option of the
Company, a sum equal to the value of any such assets at the time of such
distribution as determined by the Board of Directors of the Company in good
faith), which would have been payable to the holder had he been the holder of
record of the Common Stock receivable upon exercise of his Warrant on the
record date for the determination of those entitled to such distribution.
(e) In case of the dissolution, liquidation or winding-up of
the Company, all rights under the Warrant shall terminate on a date fixed by
the Company, such date to be no earlier than ten (10) days prior to the
effectiveness of such dissolution, liquidation or winding-up and not later
than five (5) days prior to such effectiveness. Notice of such termination of
purchase rights shall be given to the last registered holder of this Warrant,
as the same shall appear on the books of the Company, by registered mail at
least thirty (30) days prior to such termination date.
(f) In case the Company shall, at any time prior to the
expiration of this Warrant and prior to the exercise thereof, offer to the
holders of its Common Stock any rights to subscribe for additional shares of
any class of the Company, then the Company shall give written notice thereof
to the last registered holder hereof not less than thirty (30) days prior to
the date on which the books of the Company are closed or a record date is
fixed for the determination of the stockholders entitled to such subscription
rights. Such notice shall specify the date as to which
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the books shall be closed or record date fixed with respect to such offer of
subscription and the right of the holder hereof to participate in such offer
of subscription shall terminate if this Warrant shall not be exercised on or
before the date of such closing of the books or such record date.
(g) Any adjustment pursuant to the aforesaid provisions shall
be made on the basis of the number of shares of Common Stock which the holder
thereof would have been entitled to acquire by the exercise of the Warrant
immediately prior to the event giving rise to such adjustment.
(h) Irrespective of any adjustment in the Warrant Price or the
number or kind of shares purchasable upon exercise of this Warrant, Warrants
previously or hereafter issued may continue to express the same price and
number and kind of shares as are stated in this Warrant.
(i) The Company shall retain a firm of independent public
accountants (who may be any such firm regularly employed by the Company) to
make any computation required under this Section.
(j) If at any time, as a result of an adjustment made pursuant
to this Paragraph 7, the Holder of this Warrant shall become entitled to
purchase any securities other than shares of Common Stock, thereafter the
number of such securities so purchasable upon exercise of each Warrant and the
Warrant Price for such shares shall be subject to adjustment from time to time
in a manner and on terms as nearly equivalent as practicable to the provisions
with respect to the Common Stock.
8. FRACTIONAL SHARES.
The Company shall not be required to issue fractions of shares of Common
Stock on the exercise of this Warrant; provided, however, that if a Holder
exercises all the Warrants held of record by such Holder, the fractional
interests shall be eliminated by rounding any fraction up to the nearest whole
number of shares, if the fraction is equal to or greater than .5, and down if
the fraction is less than .5.
9. MISCELLANEOUS.
(a) This Warrant shall be governed by and in accordance with
the laws of the State of New York.
(b) All notices, requests, consents and other communications
hereunder shall be made in writing and shall be deemed to have been duly made
when delivered, or mailed by registered or certified mail, return receipt
requested: (i) if to a Holder, to the address of such Holder as shown on the
books of the Company, or (ii) if to the Company, One Penn Plaza, Suite 1503,
New York, NY 10119.
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(c) All the covenants and provisions of this Warrant by or for
the benefit of the Company and the Holders inure to the benefit of their
respective successors and assigns hereunder.
(d) Nothing in this Warrant other than Section 6 shall be
construed to give to any person or corporation other than the Company and the
registered Holder or Holders, any legal or equitable right, and this Warrant
is for the sole and exclusive benefit of the Company and the Holder or
Holders.
IN WITNESS WHEREOF, Trans World Gaming Corp. has caused this
Warrant to be signed by its duly authorized officer and this Warrant to be
dated October __, 1999.
TRANS WORLD GAMING CORP.
By:________________________
Its: ______________________
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FORM OF
NOTICE OF EXERCISE
(To be executed upon partial or full
exercise of the Warrants represented hereby)
The undersigned registered Holder of the Warrants represented by the attached
Warrant Certificate irrevocably exercises such Warrant for and purchases
______________________ (___________) shares of Common Stock of Trans World
Gaming Corp. (the "Company").
The undersigned herewith makes payment therefore in the amount of $
____________, consisting of $ ____________ by wire transfer or certified or
cashiers' check at a price of $_____ per share and requests that a certificate
(or certificates) in denominations of ______________ (___________) shares of
Common Stock of the Company hereby purchased be issued in the name of and
delivered to the undersigned or such designee of the undersigned and, if such
shares of Common Stock (together with any shares issued upon exercise of other
Warrants or replacement Warrants) shall not include all of the shares of
Common Stock issuable upon exercise of all Warrants represented by such
Warrant Certificate (or if a new or replacement Warrant is otherwise to be
provided pursuant to the Warrant Certificate), that a new or replacement
Warrant Certificate of like tenor for the number of Warrants not being
exercised (and not being surrendered) hereunder be issued in the name of and
delivered to the undersigned, whose address is __________________________.
Dated: __________, __.
________________________
(Signature of Registered Holder)
By:______________________
Title:____________________
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EXHIBIT 99.1
COMPANY CONTACT: FINANCIAL COMMUNICATIONS CONTACT
Trans World Gaming Corp. Lippert/Heilshorn & Associates, Inc.
Rami S. Ramadan, CEO Lisa D. Lettieri, VP
Tel: 212-563-3355 Klea Theoharis, AE
[email protected] Tel: 212-838-3777
www.lhai.com or [email protected]
TRANS WORLD GAMING CORP. ANNOUNCES THIRD QUARTER
AND NINE MONTHS RESULTS
Bottom Line Results for the Quarter Show Substantial Improvement
Company Secures $3 Million Loan at 12%
and Retires $1 Million Loan at 17%
NEW YORK, NY NOVEMBER 9, 1999 Trans World Gaming Corp. ("TWG") (OTC
Bulletin Board: IBET, IBETW) today announced financial results for the
third quarter and nine months ended September 30, 1999.
Financial Discussion
Revenue for the third quarter totaled $3.0 million compared with $3.9
million in the third quarter of 1998. The decrease was due mainly to the
closure of our Louisiana operations. EBITDA improved by $484,000 to
$482,000 or 16% of total revenue for the three months ended September
30, 1999 versus a negligible percentage of total revenue during the
third quarter of 1998. A net loss of $1.2 million or $0.35 per share
was reported for the quarter compared to a net loss of $1.8 million or
$0.59 per share during the comparable quarter last year.
For the nine months ended September 30, 1999, revenue was $12.6 million
compared to $10.2 million for the same period of 1998, an increase of
$2.4 million or 23.3%. EBITDA for the first nine months of this year
improved by $1.5 million to $2.0 million. The net loss for the first
nine months of 1999 amounted to $3.1 million or $0.92 per share versus a
loss of $3.4 million or $1.11 for the comparable nine-month period in
1998.
In commenting on the third quarter results, Rami Ramadan, Chief
Executive Officer of Trans World Gaming stated, "The Company succeeded
in reducing its net loss substantially while increasing EBITDA during
the quarter even though a voter mandate associated with our Louisiana
video poker business forced us to cease our operations in that state
beginning July 1, 1999. This situation caused our revenue from U.S.
operations to decrease from $1.5 million in the June 1999 quarter to
$84,000 in non-gaming revenue in the third quarter ended September 30,
1999.
Casino and Financing Discussion
Mr. Ramadan continued, "The increasing business at our Czech Republic
21st Century Resorts operation enabled us to offset some of the revenue
decline experienced at our U.S. facilities in Louisiana. The 21st
Century Resorts casino experienced a 31% increase in guests and a 40%
increase in drop bringing revenue from the casino to $2.1 million for
the quarter, up $600,000 from the third quarter of 1998. This was
achieved by implementing a marketing program that included increased
advertising, special promotions and the busing of patrons to the casino.
We intend to duplicate this successful strategy at our Spanish Casino de
Zaragoza, beginning in the fourth quarter of 1999."
"We are particularly pleased with the progress we've made on the expense
side of our business while moving forward with revenue-enhancing
initiatives. After the end of third quarter, Trans World Gaming
privately placed $3 million in debt securities and warrants. The new
senior notes due in 2004 are placed at a substantially lower 12%
interest rate than the outstanding short-term note that they replaced.
A portion of the loan was utilized to retire $1.0 million of 17%
short-term notes plus $250,000 in accrued interest. The remaining $1.8
million will be used to furnish our third casino in Snojmo, the Czech
Republic, which is scheduled to open in mid January 2000. The casino is
located on the border of Austria, consistent with our strategy of
developing casinos in border locales in the Czech Republic adjacent to
wealthier European communities where the availability of gaming is
limited and very highly taxed. The casino is adjacent to "Excalibur
City," a high-profile non-gaming entertainment and retail complex which
attracts more than 3,000 visitors daily. We look forward to holding a
gala grand opening in the third week of January."
Mr. Ramadan concluded, "These are exciting times for Trans World Gaming
as our efforts on all fronts come together to form a cohesive
combination of streamlined operations, opportunities for increasing
revenue and geographic expansion on a global scale."
Trans World Gaming owns and operates three casinos in Europe and
specializes in small to medium sized casinos and gaming parlors in local
venues worldwide. The Company maintains offices in New York and London.
"Safe Harbor" Statement under the Private Securities Litigation Reform
Act of 1995: The statements contained in this release which are not
historical facts contain forward looking information with respect to
plans, projections or future performance of the Company, the occurrence
of which involve certain risks and uncertainties detailed in the
Company's filings with the Securities and Exchange Commission.
-Tables to Follow-
TRANS WORLD GAMING CORP.
FINANCIAL HIGHLIGHTS
(in thousands, except for per share data)
Three Months Ended
September 30, 1999 September 30, 1998
_________________ __________________
Revenues $3,013 $3,862
Total Costs and Expenses 3,288 4,785
Income (Loss) From Operations (275) (923)
Other Income (Expense) (905) (878)
Income (Loss) Before Income Taxes (1,180) (1,801)
Income Taxes (benefit) 0 (19)
Net Income (Loss) (1,180) (1,782)
===========================================
Earnings (Loss) Per Common Share
Basic $(0.35) $(0.59)
===========================================
Weighted Average Common Shares Outstanding
Basic 3,364 3,044
===========================================
TRANS WORLD GAMING CORP.
FINANCIAL HIGHLIGHTS
(in thousands, except for per share data)
Nine Months Ended
September 30, 1999 September 30, 1998
___________________________________________
Revenues $12,602 $10,220
Total Costs and Expenses 12,801 11,529
Income (Loss) From Operations (199) (1,309)
Other Income (Expense) (2,899) (1,999)
Loss Before Income Taxes (3,098) (3,308)
Income Taxes (benefit) 0 82
Net Loss (3,098) (3,390)
===========================================
Loss Per Common Share $(0.92) $(1.11)
===========================================
Weighted Average Common Shares Outstanding 3,364 3,044
==========================================
Selected Balance Sheet Information
as of September 30, 1999
(in thousands)
September 30, 1999 June 30, 1999 December 31, 1998
------------------ ------------- -----------------
Total Current Assets $2,594 $3,257 $3,048
Total Assets 17,822 19,268 20,562
Total Liabilities 29,453 29,802 29,965
Long-term Debt 23,441 23,115 23,638
Total Stockholders' Deficit (11,631) (10,534) (9,403)
