Exhibit 4.5


    
      

    

     

    Exhibit
      4.5

     

     

    ARTICLES
      OF AMENDMENT

     

    OF

     

    SKYLINK
      AMERICA INCORPORATED

     

     

    I.

     

    The
      name
      of the Corporation is Skylink America Incorporated.

    II.

     

    The
      Articles of Incorporation of Skylink America Incorporated shall be amended
      by
      deleting Article I thereof in its entirety and substituting the following in
      lieu of said Article I:

     

    "I

    The
      name
      of the Corporation is Crown Casino Corporation "

     

    III.

     

    The
      Articles of Incorporation of the Corporation shall
      be further amended by deleting Article IV, Section A thereof in its entirety
      and
      substituting the following in lieu of said Article IV,
      Section A: 

     

    "IV

    The
      Corporation shall have authority to issue 51,000,000 shares of capital stock,
      which shall be divided into classes and shall have the following designations,
      preferences, limitations, and relative rights.

     

    A.    Common
      Stock.  One class shall consist of 50,000,000 shares of common stock of
      $.01 par value, designated "Common Stock."  The holders of Common Stock
      shall be entitled to elect all of the members of the Board of Directors of
      the
      Corporation, and such holders shall be entitled to vote as a class on all
      matters required or permitted to be submitted to the stockholders of the
      Corporation."

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    V.

     

    The
      Articles of Incorporation of the Corporation shall be further amended by
      adding a new Section D to Article IV thereof to read in its entirety as
      follows:

     

    "D.     Mandatory
      Divestiture.    (i)   Any person who beneficially
      owns, directly or indirectly, 5% or more of the shares of any class of capital
      stock of the Corporation entitled to vote in elections of directors (hereinafter
      "Stock"), who is found by any Regulatory Authority (as hereinafter defined)
      to
      be unsuitable to hold the Corporation's Stock (hereinafter "Disqualified
      Holder") shall be required to divest all shares of Stock of the Corporation
      owned by such person in the manner provided for in subparagraph (ii)
      below

     

    (ii)    Within
      45 days from
      the date on which the Corporation notifies in writing a Disqualified Holder
      that
      any Regulatory Authority has notified the Corporation that such Disqualified
      Holder has been found to be unsuitable to own Stock of the Corporation, such
      Disqualified holder shall sell, transfer or otherwise dispose of all shares
      of
      Stock of the Corporation held by such Disqualified Holder to one or more third
      parties who are not "affiliates" or "associates" (as hereinafter defined) of
      such Disqualified Holder.   Such sale or disposition may be made by
      open market sales or privately negotiated transactions.  Following such
      45-day period, the Corporation shall, for a period of 60 days, have the right,
      but not the obligation , to purchase all or part of the Stock then owned by
      the
      Disqualified Holder at a price per share equal to the"Fair Market Value" (as
      hereinafter defined) of such Stock, less 25%.  In the event that the
      Corporation exercises its right to purchase all or any portion of such Stock
      owned by such Disqualified Holder, the Corporation shall pay for such shares
      of
      Stock in cash and shall arrange to close such sale at the Corporation's
      principal executive offices within 30 days of delivering written notice to
      such
      Disqualified Holder that the Corporation intends to exercise its option to
      purchase all or a portion of such shares, specifying the number of shares to
      be
      purchased.  In the event that a Disqualified Holder fails to comply with
      the provisions of this subparagraph (ii) within the specified periods, such
      Disqualified Holder shall at the expiration of such periods forfeit the right
      to
      vote or receive dividends on the shares of Stock held by such Disqualified
      Holder, and shall not be recognized as a stockholder of the Company for any
      purpose.

     

    (iii)    Definitions.   
      The terms "affiliate" and "associate" shall have the respective meanings given
      those terms in Rule 12b-2 of the General Rules and Regulations under the
      Securities Exchange Act of 1934, as amended, as in effect on August 1,
      1993.

     

    A
      person shall be the "beneficial owner" and
      "beneficially own" shares of any class of capital stock of the Corporation
      (other than shares of the Corporation's stock held in its treasury) (a) which
      such person and its affiliates and associates beneficially own, directly or
      indirectly, whether of record or not, (b) which such person or any

     

     

     

    
      
        
        

      

      
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      of
        its
        affiliates or associates has the right to acquire, pursuant to any agreement,
        upon the exercise of conversion rights, warrants or options, or otherwise,
        (c)
        which such person or any of its affiliates or associates has the right to
        sell
        or vote pursuant to any agreement, or (d) which are beneficially owned, directly
        or indirectly, by any other person with which such first mentioned person
        or any
        of its affiliates or associates has any agreement, arrangement or understanding
        for the purpose of acquiring, holding, voting or disposing of stock of the
        Corporation.

      


      The
        term
        "person" shall mean any individual,
        partnership,
        corporation, trust or other entity.

      


      The
        term
        "Regulatory Authority" shall mean any governmental or quasi-governmental
        agency
        which is authorized and empowered to regulate the gaming operations of the
        Company

      


      The
        term
        "Fair Market Value" shall be the price per share of Stock represented by
        the
        average of the closing bid prices of the Corporation's Stock, as quoted by
        the
        National Association of Securities Dealers, Inc. Automated Quotations System
        (NASDAQ) (or such other securities association, quotation system or securities
        exchange on which the Corporation's Stock is then listed or authorized for
        quotation), for the 30 trading days prior to the date on which the Corporation
        provides written notice to the Disqualified Holder that the Corporation intends
        to purchase all or a portion of the shares of Stock held by such Disqualified
        Holder. In the event that there is no organized trading market for the
        Corporation's Stock at the time the Corporation provides such notice to the
        Disqualified Holder, then the Fair Market Value of the shares of Stock to
        be
        sold by the Disqualified Holder and purchased by the Corporation shall be
        equal
        to the book value per share of the Corporation's Stock as of the end of the
        most
        recent fiscal quarter prior to the date the Corporation delivers such notice
        to
        the Disqualified Holder, determined in accordance with generally accepted
        accounting principles, multiplied by the number of shares being purchased
        by the
        Corporation from the Disqualified Holder "

      


      VI

      


       

      The
        Articles
        of Incorporation
        of the Corporation
        shall be
        further amended by adding a new Section
        E
        to Article IV thereof to read in its entirety as follows:

      


      "E.
        Restrictions
        on Ownership by Non-United States Citizens.
        (i)
        These Articles shall be generally subject to the federal Merchant Marine
        Act of
        1936, as amended, and the federal Shipping Act of 1916, as amended, and
        applicable regulations thereunder (hereinafter the "Acts"), including, without
        limitation, restrictions on the ability of or required approvals for, a holder
        of shares of Stock of the Corporation to transfer, receive or hold shares,
        securities or other interests in the Corporation.
        In the event that the Board of Directors of the Corporation shall determine
        that
        the Corporation is not in compliance with the Acts in any way,
        the

    

     

    
       

      
        
          
          

        

        
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    Board
      of
      Directors shall have the power to require any stockholder, who alone or with
      other stockholders has rendered the Corporation in non-compliance with the
      Acts,
      to divest, in the manner provided in subparagraph (ii) below, a number of shares
      of Stock of the Corporation sufficient to bring the Corporation into compliance
      with the Acts.

     

    (ii)
      Within 45 days of the date on which the Corporation notifies in
      writing a stockholder that such stockholder's beneficial ownership of Stock,
      whether alone or in concert with others, renders the Corporation in violation
      of
      the Acts, any one or more of such persons shall be required to sell, transfer
      or
      otherwise dispose of the number of shares of Stock of the Corporation specified
      by the Board of Directors of the Corporation to one or more third parties who
      are (a) citizens of the United States of America and (b) not "affiliates" or
      "associates" of such stockholder.  Such sale or disposition may be made by
      open market sales or privately negotiated transactions.  Following such
      45-day period, the Corporation shall, for a period of 60 days, have the right,
      but not the obligation, to purchase all or any part of such shares of Stock
      from
      the selling stockholders within such 60 day period at a price per share equal
      to
      the Fair Market Value of such Stock, less 25%.  In the event that the
      Corporation exercises its right to purchase all or any portion of such shares
      of
      Stock, the Corporation shall pay for such shares in cash and shall arrange
      to
      close such sale at the Corporation's principal executive offices within thirty
      days of delivering notice to such stockholders that the Corporation intends
      to
      exercise its option to purchase all or a portion of such shares, specifying
      the
      number of shares to be purchased from each stockholder.  In the event that
      a stockholder fails to comply with the provisions of this subparagraph (ii),
      such stockholder shall forfeit the right to vote or receive dividends on all
      shares of Stock of the Corporation beneficially owned by such stockholder,
      and
      shall not be recognized as a stockholder of the Company for any
      purpose.

     

    (iii) 
Definitions. 
All
      terms defined under subsection
      (D) of this Article Four shall apply and have the same meanings when used in
      this subsection (E) "

     

     

    VII.

     

    The
      Amendments set forth in Articles II, III, IV and V
      of these Articles of Amendment were adopted by the shareholders of the
      Corporatation on October 5, 1993.

     

    VIII.

     

     

    On
      August 20, 1993, the record date for determining
      shareholders entitled to vote at the shareholders meeting, there were 5,419,836
      shares of common stock outstanding and entitled to vote on each of the
      Amendments.

     

     

    
      
        
        

      

      
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    IX.

     

     

    The
      Amendments set forth in Articles II, III, IV and V
      hereof received the number of votes in favor of and opposed to their Adoption
      indicated below:

     

     

     

    
      	
              Amendment
                Set Forth in Article

            	
              Votes
                In Favor

            	
              Votes
                Opposed

            
	 	 	 
	
              II 

            	
               5,054,222

            	
               16,311

            
	 	 	 
	
              III

            	
               5,023,458

            	
               47,851

            
	 	 	 
	
              IV

            	
               3,983,335

            	
               18,628

            
	 	 	 
	
              V

            	
               3,997,507

            	
               14,691

            
	 	 	 


    

     

    IN
      WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to
      be
      executed by its President, a duly authorized officer of the Corporation on
      this
      5th day of October, 1993.

     

     

     

    
      	 	
              SKYLINK
                AMERICA INCORPORATED

               

               

              By: 
                /s/ Edward W. McMurphy

              Edward
                W. McMurphy

              President
                and Chief Executive Officer

            


    

     

     

     

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