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 Waiver – Restricted Payments – March 17 2003

 EXHIBIT 10.74

 MORGENS, WATERFALL, VINTIADIS & COMPANY, INC.

WAIVER OF COMPLIANCE

March 17, 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               

     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  (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 Sections 7.12 and 10.2 of the Indenture, waives compliance
by the Company, as of December 31, 2002, with Section 5.3(2)(u) of the Indenture
pertaining to limitations on restricted  payments (the  "Restricted  Payments");
and                                                                             

     (iii) in connection with such waiver, agrees to take no action with respect
to the Principal Amount,  including, but not limited to, providing or requesting
(or  instructing  Morgan Stanley or DTC to do the same) the Trustee to provide a
notice  of any  Default  based  upon  the  Ratio  under  Section  7.1(4)  of the
Indenture, prior to December 31, 2003.                                          

     This  waiver  shall  be  effective  upon  delivery  to  the  Company.   All
capitalized words not defined herein are used as defined in the Indenture.      

              Sincerely,

                    /s/ Joann McNiff
                Joann McNiff
                   General Counsel

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
		12/31/03
Filed on:		3/31/03		10-Q
		3/17/03
For Period End:		12/31/02
		10/31/00
		9/29/98
		9/18/97
		3/3/97
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