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(DOCUMENT #122464)
EXHIBIT 4.2
FIRST AMENDMENT TO INDENTURE
THIS FIRST AMENDMENT TO INDENTURE (the "First Amendment") is dated as
of May 10, 1996, by and among GRAND CASINOS, INC., a Minnesota corporation (the
"Issuer"), GRAND CASINOS RESORTS, INC., GRAND CASINOS OF MISSISSIPPI, INC. -
GULFPORT, GRAND CASINOS OF MISSISSIPPI, INC. - BILOXI, GRAND CASINOS BILOXI
THEATER, INC., GCI BILOXI HOTEL ACQUISITION CORPORATION, GCI GULFPORT HOTEL
ACQUISITION CORPORATION, MILLE LACS GAMING CORPORATION, GRAND CASINOS OF
LOUISIANA, INC. - TUNICA - BILOXI, GRAND CASINOS OF LOUISIANA, INC. -
COUSHATTA, GCA ACQUISITION SUBSIDIARY, INC., and BL DEVELOPMENT CORP.
(collectively, the "Guarantors"), and AMERICAN BANK NATIONAL ASSOCIATION, a
national association, as trustee (the "Trustee").
RECITALS:
WHEREAS, the Issuer, the Guarantors and the Trustee previously entered
into that certain Indenture dated as of November 30, 1995 (the "Indenture"),
providing for the issuance of the Issuer's 10 1/8% First Mortgage Notes due
December 1, 2003 (the "Notes"); and
WHEREAS, the Issuer has requested certain amendments to the Indenture
to allow Issuer to obtain additional financing permitted pursuant to Section
4.9 of the Indenture; and
WHEREAS, pursuant to Section 9.01(a) of the Indenture, the Issuer, the
Guarantors and the Trustee may amend the Indenture without the consent of the
Holders of the Notes; and
WHEREAS, pursuant to Section 9.01(a)(i) of the Indenture, the parties
hereto have the power to amend the Indenture to "cure any ambiguity, defect or
inconsistency ...;" and
WHEREAS, pursuant to Section 9.01(a)(v) of the Indenture, the parties
hereto have the power to amend the Indenture to "make any change...that does
not adversely affect the legal rights hereunder of any such Holder of Notes";
and
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, each party hereto agrees as
follows for the benefit of the others and for the equal and ratable benefit of
the Holders:
Section 1. Amendment of Section 1.01. The definition of the
term "Permitted Liens" as set forth in Section 1.01 of the Indenture is hereby
amended to add in subparagraph (ix) thereof relating to liens securing purchase
money or lease obligations the following additional provision immediately
following the worked "thereto", and preceding the ";" at the end of such
subparagraph (ix):
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", and provided further that additional deeds of trust and ship
mortgages may be granted against Note Collateral to other lenders to
secure such indebtedness, to the extent such other lenders require the
same to protect their interest in the purchase money or lease
collateral located or placed upon any Note Collateral against third
parties, and such additional deeds of trust and ship mortgages do not
adversely affect the rights of the Trustee in any Note Collateral; and
the Trustee agrees that in connection with the foregoing, it shall
execute and deliver any commercially customary intercreditor agreement
(including, without limitation, a release of any lien of the Holders
in the purchase money or lease property, to the extent practicable),
required by any such lender provided such agreement does not have an
adverse effect on the rights of the Holders in the Note Collateral"
Section 2. Representations and Warranties. The Issuer and the
Guarantors represent and warrant to the Trustee that this First Amendment
constitutes the respective legal, valid and binding obligations of each of said
parties, enforceable in accordance with its terms (subject as to enforcement of
remedies to any applicable bankruptcy, reorganization, moratorium or similar
laws or principles of equity affecting the enforcement of creditor's rights
generally).
Section 3. Entire Agreement; Ratification. This First Amendment
represents the entire agreement between the parties and supersedes any prior
agreements or understandings with respect to the subject matter hereof. Except
as modified or supplemented in connection herewith, the Indenture shall
continue in full force and effect in accordance with its original terms.
Section 4. Governing Law. This First Amendment shall be
governed by and construed in accordance with the laws of the State of New York
and the United States of America.
Section 5. Counterparts. This First Amendment may be executed
in any number of counterparts, all of which taken together shall constitute one
and the same instrument. In making proof hereof, it shall not be necessary to
produce or account for any counterpart other than the one signed by the party
against which enforcement is sought.
[THE REMAINDER OF THIS PAGE HAS BEEN
INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this First Amendment To Indenture is
executed as of the date first above written.
ISSUER:
GRAND CASINOS, INC.
BY: /s/ Xxxxxxx Xxxx
--------------------------------------
Name: Xxxxxxx Xxxx
-----------------------------------
Title: CFO
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GUARANTORS
GRAND CASINOS RESORTS, INC.
BY: /s/ Xxxxxxx Xxxx
--------------------------------------
Name: Xxxxxxx Xxxx
----------------------------------
Title: CFO
--------------------------
GRAND CASINOS OF MISSISSIPPI, INC. - GULFPORT
BY: /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
---------------------------------
Title: CFO
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GRAND CASINOS OF MISSISSIPPI, INC. - BILOXI
BY: /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
---------------------------------
Title: CFO
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GRAND CASINOS BILOXI THEATER, INC.
BY: /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
---------------------------------
Title: CFO
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GCI BILOXI HOTEL ACQUISITION CORPORATION
BY: /s/ Xxxxxxx Xxxx
----------------------------------
Name: Xxxxxxx Xxxx
-------------------------------
Title: CFO
-----------------------
GCI GULFPORT HOTEL ACQUISITION CORPORATION
BY: /s/ Xxxxxxx Xxxx
----------------------------------
Name: Xxxxxxx Xxxx
-------------------------------
Title: CFO
-----------------------
MILLE LACS GAMING CORPORATION
BY: /s/ Xxxxxxx Xxxx
---------------------------------
Name: Xxxxxxx Xxxx
------------------------------
Title: CFO
----------------------
GRAND CASINOS OF LOUISIANA, INC. - TUNICA - BILOXI
BY: /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
---------------------------------
Title: CFO
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GRAND CASINOS OF LOUISIANA, INC. - COUSHATTA
BY: /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
---------------------------------
Title: CFO
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GCA ACQUISITION SUBSIDIARY, INC.
BY: /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
---------------------------------
Title: CFO
---------------------------------
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BL DEVELOPMENT CORP.
BY: /s/ Xxxxxxx Xxxx
---------------------------------------
Name: Xxxxxxx Xxxx
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Title: CFO
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TRUSTEE
AMERICAN BANK NATIONAL ASSOCIATION
BY: /s/ Xxxxx X. Xxxxxx III
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Name: Xxxxx X. Xxxxxx III
Title: Vice President
BY: /s/ Xxxxxx Xxxxxxx
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Name: XXXXXX XXXXXXX
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Title: Vice President
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