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Document Preview Registration Rights Agreement |
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Title: |
Registration Rights Agreement |
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Entities: |
Banc of America Securities LLC; Iowa Gaming Co; Wells Fargo Brokerage Services, LLC |
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Date: |
2001 |
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Size: |
Preview shows 7KB of 65KB total |
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Price: |
$44 |
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ID: |
#1536846 |
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REGISTRATION RIGHTS AGREEMENT
Dated February 8, 2001
among
ARGOSY GAMING COMPANY
ALTON GAMING COMPANY
ARGOSY OF IOWA, INC.
ARGOSY OF LOUISIANA, INC.
CATFISH PARTNERSHIP IN COMMENDAM
CENTROPLEX CENTRE CONVENTION HOTEL, L.L.C.
THE INDIANA GAMING COMPANY
IOWA GAMING COMPANY
JAZZ ENTERPRISES, INC.
THE MISSOURI GAMING COMPANY
and
MORGAN STANLEY & CO. INCORPORATED
BANC OF AMERICA SECURITIES LLC
WELLS FARGO BROKERAGE SERVICES, LLC
--------------------------------------------------------------------------------
<PAGE>
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made
and entered into February 8, 2001, between Argosy Gaming Company, a Delaware
corporation (the "Company"), Alton Gaming Company, an Illinois corporation,
ARGOSY OF IOWA, INC., an Iowa corporation, Argosy of Louisiana, Inc., a
Louisiana corporation, Catfish Partnership in Commendam, a Louisiana limited
partnership, CENTROPLEX CENTRE CONVENTION HOTEL, L.L.C., a Louisiana limited
liability company, The Indiana Gaming Company, an Indiana corporation, Iowa
Gaming Company, an Iowa corporation, Jazz Enterprises, Inc., a Louisiana
corporation and The Missouri Gaming Company, a Missouri corporation, as
guarantors (the "Subsidiary Guarantors"), and MORGAN STANLEY & CO. INCORPORATED,
BANC OF AMERICA SECURITIES LLC and WELLS FARGO BROKERAGE SERVICES, LLC, as
placement agents (the "Placement Agents").
This Agreement is made pursuant to the Placement Agreement
dated February 1, 2001, between the Company, the Subsidiary Guarantors (except
Argosy of Iowa and Centroplex Centre Convention Hotel, L.L.C.) and the Placement
Agents (the "Placement Agreement"), which provides for the sale by the Company
to the Placement Agents of an additional $150,000,000 (the "New Securities")
aggregate principal amount of the Company's outstanding 10 3/4% Senior
Subordinated Notes Due 2009 (the " Outstanding Securities" and together with the
New Securities, the "Securities"). In order to induce the Placement Agents to
enter into the Placement Agreement, the Company has agreed to provide to the
Placement Agents and their direct and indirect transferees the registration
rights set forth in this Agreement. The execution of this Agreement is a
condition to the closing under the Placement Agreement.
In consideration of the foregoing, the parties hereto agree as
follows:
1. DEFINITIONS.
As used in this Agreement, the following capitalized defined
terms shall have the following meanings:
"1933 ACT" shall mean the Securities Act of 1933, as amended
from time to time.
"1934 ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
"CLOSING DATE" shall mean the Closing Date as defined in the
Placement Agreement.
"COMPANY" shall have the meaning set forth in the preamble and
shall also include the Company's successors.
"EXCHANGE DATES" shall have the meaning set forth in Section
2(a)(ii) hereof.
<PAGE>
"EXCHANGE OFFER" shall mean the exchange offer by the Company
of Exchange Securities for Registrable Securities pursuant to Section
2(a) hereof.
"EXCHANGE OFFER REGISTRATION" shall mean a registration under
the 1933 Act effected pursuant to Section 2(a) hereof.
"EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an exchange
offer registration statement on Form S-4 (or, if applicable, on another
appropriate form) and all amendments and supplements to such
registration statement, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by
reference therein.
"EXCHANGE SECURITIES" shall mean securities issued by the
Company under the Indenture containing terms identical to the New
Securities, (except that (i) interest thereon shall accrue from the
last date on which interest was paid on the Securities or, if no such
interest has been paid, from February 8, 2001 and (ii) the Exchange
Securities will not contain restrictions on transfer and to be offered
to Holders of Registrable Securities in exchange for New Securities
pursuant to the Exchange Offer.
"HOLDER" shall mean the Placement Agents, for so long as they
own any Registrable Securities, and each of their successors, assigns
and direct and indirect transferees who become registered owners of
Registrable Securities under the Indenture; PROVIDED that for purposes
of Sections 4 and 5 of this Agreement, the term "Holder" shall include
Participating Broker-Dealers (as defined in Section 4(a)).
"INDENTURE" shall mean the Indenture relating to the
Securities dated as of June 8, 1999 among the Company, the Subsidiary
Guarantors and Bank One Trust Company, NA, as trustee, and as the same
may be amended from time to time in accordance with the terms thereof.
"MAJORITY HOLDERS" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Registrable Securities;
PROVIDED that whenever the consent or approval of Holders of a
specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or any of its affiliates (as
such term is defined in Rule 405 under the 1933 Act) (other than the
Placement Agents or subsequent Holders of Registrable Securities if
such subsequent holders are deemed to be such affiliates solely by
reason of their holding of such Registrable Securities) shall not be
counted in determining whether such consent or approval was given by
the Holders of such required percentage or amount.
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