Elsinore Corp – ‘10-K’ for 12/31/02 – EX-10

On:  Monday, 3/31/03, at 12:58pm ET   ·   For:  12/31/02   ·   Accession #:  311049-3-1   ·   File #:  1-07831

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Elsinore Corporation 2002 10K                         75    329K 
 5: EX-10       Madow Employment Agreement                             6±    30K 
 8: EX-10       Mastromarino Employment Agreement                      6±    30K 
 7: EX-10       Mwv Letter of Intent to Extend Maturity                2±    11K 
 4: EX-10       Mwv Waiver - Restricted Payments - March 17 2003       2±     9K 
 6: EX-21       Subsidiaries of Elsinore Corporation                   1      5K 
 2: EX-99       Madow Certification                                    1      6K 
 3: EX-99       Mastromarino Certification                             1      6K 

EX-10   —   Mwv Letter of Intent to Extend Maturity

 EXHIBIT 10.77

 MORGENS, WATERFALL, VINTIADIS & COMPANY, INC.

LETTER OF INTENT

March 27, 2003                                                                  

To:      Elsinore Corporation                                                   
202 Fremont Street                                            
Las Vegas, Nevada 89101                                       
Attn:  Gina L. Contner                                        

Re:      12.83% Notes due 2003 of Elsinore Corporation                          
CUSIP No. 290308AD7                                           
In the Original Principal Amount of $11,104,000               
Current Principal Amount of $5,104,000                        

     Reference is made to that certain  Amended and Restated  Indenture dated as
of March 3, 1997,  as amended by that  certain  First  Supplemental  Amended and
Restated  Indenture  dated  as  of  September  18,  1997,  that  certain  Second
Supplemental  Amended and Restated Indenture dated as of September 29, 1998, and
that  certain  Third  Supplemental  Amended and Restated  Indenture  dated as of
October  31,  2000 (as so  amended,  the  "Indenture"),  by and  among  Elsinore
Corporation (the "Company"),  the guarantors named therein,  and U.S. Bank Trust
National Association, as trustee (the "Trustee"), regarding the 12.83% Notes due
2003 of the Company,  in original aggregate principal amount of $11,104,000 (the
"Notes").                                                                       

The undersigned hereby:                                               

     (i)  certifies  that it is the  beneficial  holder of the above  referenced
Notes  (the  "Noteholder"),  in  the  original  aggregate  principal  amount  of
$11,104,000  and the current  principal  amount of  $5,104,000  (the  "Principal
Amount"),  which  Principal  Amount  is, on the date  hereof,  on deposit in the
account of Morgan  Stanley & Co., Inc.  ("Morgan  Stanley")  with the Depository
Trust Company ("DTC");                                                          

     (ii) pursuant to Third Supplemental Amended and Restated Indenture dated as
of October 31, 2000 the Company and the Holders agreed to amend the Indenture in
order to extend the Stated Maturity of the Notes from August 20, 2001 to October
20, 2003. On the Third Supplemental Indenture Effective Date, the Company issued
New Notes in the  aggregate  principal  amount of  $11,104,000  in exchange  for
Existing Notes in the same principal amount.  The New Notes have the same terms,
provisions and conditions as the Existing Notes except that the Stated  Maturity
is October 20, 2003; and                                                        

     (ii) pursuant to Third Supplemental Amended and Restated Indenture dated as
of October 31, 2000 the Company and the Holders  agree to amend the Indenture in
order to extend  the  Stated  Maturity  of the Notes from  October  20,  2003 to
October 31,  2004.  The Company  shall issue New Notes in the current  aggregate
principal  amount of  $5,104,000  in  exchange  for  Existing  Notes in the same
principal  amount.  The New Notes  shall  have the same  terms,  provisions  and
conditions  as the  Existing  Notes  except  that the Stated  Maturity  shall be
October 31, 2004; and                                                           

Page -2-                                                                        

     (iii) in  connection  with such letter of intent,  agrees to take no action
with respect to the current  Principal  Amount,  including,  but not limited to,
providing or requesting (or instructing Morgan Stanley or DTC to do the same).  

             /s/Joann McNiff
           Joann McNiff,
             General Counsel
                                     Morgens, Waterfall, Vintiadis & Company

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
		10/31/04
		10/20/03
Filed on:		3/31/03		10-Q
		3/27/03
For Period End:		12/31/02
		8/20/01
		10/31/00
		9/29/98
		9/18/97
		3/3/97
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