------------------------
SANTA FE HOTEL INC.,
as Issuer
SANTA FE GAMING CORPORATION,
as Guarantor
and
IBJ XXXXXXXX BANK & TRUST COMPANY,
as Trustee
------------------------
FIRST SUPPLEMENTAL INDENTURE
Dated April 14, 1998
------------------------
$115,000,000
11% FIRST MORTGAGE NOTES DUE 2000
and
$11,500,000
11% FIRST MORTGAGE NOTES DUE 2000
Issuable upon exercise of Warrants
FIRST SUPPLEMENTAL INDENTURE, dated as of April 14, 1998 (the
"Supplement"), by and among SANTA FE HOTEL INC., a Nevada corporation (the
"Company"), SANTA FE GAMING CORPORATION, a Nevada corporation formerly known as
Sahara Gaming Corporation (the "Guarantor"), and IBJ XXXXXXXX BANK & TRUST
COMPANY, a New York banking corporation, as Trustee (the "Trustee").
RECITALS
The Company has heretofore executed and delivered to the Trustee an
Indenture, dated as of December 29, 1993 (the "Indenture"), under which the
Company's 11% First Mortgage Notes due 2000 (the "Notes") in the aggregate
principal amount of $115,000,000 were issued, and as of April 14, 1998,
$99,408,000 principal amount of the Notes are outstanding.
The Company has solicited the consent of the Holders to certain proposed
amendments (the "Amendments") to the Indenture, as described in the Consent
Solicitation Statement dated February 16, 1998, as supplemented by the
Supplement dated March 4, 1998 and the Supplement dated March 12, 1998 (the
Consent Solicitation Statement, as so supplemented, is referred to herein as the
"Solicitation Statement"), copies of which are attached hereto as Exhibit A.
The Company has received and accepted the consent of the Holders of at
least a majority in principal amount of the Notes to the Amendments, and desires
to amend the Indenture to reflect such Amendments.
In accordance with Section 9.2 of the Indenture, the Company, the Guarantor
and the Trustee desire to amend the Indenture as provided herein.
NOW, THEREFORE, the parties hereto agree to amend and supplement the
Indenture as follows:
AGREEMENTS
Section 1. DEFINED TERMS. Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Indenture.
Section 2. AMENDMENT TO SECTION 1.1 OF INDENTURE.
(a) The following definitions in Section 1.1 of the Indenture are
hereby amended to provide in their entirety as follows:
"PERMITTED ADDITIONAL INDEBTEDNESS" means (i) Permitted Refinancing
Indebtedness; (ii) nonrecourse Indebtedness solely to finance the purchase of
furniture, fixtures or equipment for use in the operations of Permitted Lines of
Business secured by a Lien on such furniture, fixtures or equipment;
(iii) Indebtedness payable to any of, or among, the Company and any Restricted
Subsidiary; (iv) recourse Indebtedness not exceeding $2 million in the aggregate
incurred solely to finance the purchase of furniture, fixtures or equipment for
use in the operations of Permitted Lines of Business; (v) Indebtedness under any
revolving credit facilities and/or term loans,
PROVIDED that the aggregate amount of such Indebtedness outstanding at any time
shall not exceed $5 million; (vi) Indebtedness of the Company or any Restricted
Subsidiary outstanding as of the date of this Indenture; (vii) to the extent
that such incurrence does not result in the incurrence by the Company or any
Restricted Subsidiary of any obligation for the payment of borrowed money of
others, Indebtedness incurred solely in respect of performance bonds and
completion guarantees; (viii) up to $14 million of Indebtedness secured by some
or all of the Collateral (the "Senior Notes"); and (ix) other Indebtedness,
PROVIDED that (a) the Company's Consolidated Coverage Ratio, calculated
cumulatively for the four most recent consecutive fiscal quarters of the Company
and ending prior to the date of incurrence of the referent Indebtedness (giving
effect to (1) the incurrence of the referent Indebtedness as if it had occurred
on the first day of such four-quarter period and (2) the repayment of any other
Indebtedness being repaid with proceeds from the referent Indebtedness as if
such other Indebtedness had been repaid at the beginning of such four-quarter
period), shall not be less than 2.0-to-1.0, (b) the aggregate amount of the
referent Indebtedness (excluding any such Indebtedness incurred to finance the
acquisition of gaming equipment, which may equal up to 100% of the acquisition
cost of such gaming equipment) does not exceed 75% of the costs of the projects
and assets with respect to which such Indebtedness is incurred and (c) the
referent Indebtedness does not mature or require payments of principal or
partial redemption prior to maturity of the Notes.
"PERMITTED LIENS" means (i) statutory liens to secure the performance of
obligations, surety or appeal bonds, performance bonds or other obligations of a
like nature (including, without limitation, mechanic's, worker's, material
provider's and maritime liens) incurred in the ordinary course of business
(exclusive of obligations in respect of the payment of borrowed money), or for
taxes, assessments or governmental charges or claims, PROVIDED that in each case
the obligations are not yet delinquent or are being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted and any
reserve or other appropriate provision for accounting purposes as shall be
required in conformity with GAAP shall have been made therefore; (ii) subleases
granted to others not interfering in any material respect with the business of
the Company or any Restricted Subsidiary; (iii) leases in respect of the real
property on which facilities owned or leased by the Company or any Restricted
Subsidiary are located; (iv) Liens arising from UCC financing statements
regarding property leased by the Company or any Restricted Subsidiary;
(v) easements, rights-of-way, navigational servitudes, restrictions, minor
defects or irregularities in title and other similar charges or encumbrances
that do not interfere in any material respect with the ordinary conduct of
business of the Company or any Restricted Subsidiary; (vi) Liens in existence as
of the date of the Indenture and identified in SCHEDULE I thereto; (vii) Liens
granted by third party lessors or fee owners with respect to real property as to
which the Company or a Restricted Subsidiary has a leasehold interest;
(viii) first priority Liens securing up to $14 million principal amount of
Senior Notes, advances made by holders thereof on behalf of the Company and fees
and expenses of the holders thereof incurred in connection with such Senior
Notes; (ix) first priority Liens with respect to the equipment listed on
Exhibit B hereto granted to secure (a) the amended and restated promissory note
in the principal amount of $4,961,556, dated as of April 14, 1998, issued by the
Company, and/or (b) the amended and restated note in the principal amount of
$4,978,440, dated as of April 14, 1998, issued by the Company; (x) the lease
contemplated by Section 4.13(f) hereof and easements, rights-of-way and
restrictions granted in connection with such lease, (xi) Liens created by the
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Collateral Documents, and (xii) Liens granted by any ground lessee of the Santa
Fe and secured by such ground lessee's lease-hold interest in the Santa Fe and
related personal property.
(b) The following new definition is added to Section 1.1 of the
Indenture:
"SENIOR NOTES" shall have the meaning specified in clause (viii)
of the definition of Permitted Additional Indebtedness.
Section 3. AMENDMENT TO SECTION 4.13 OF INDENTURE. Section 4.13 of the
Indenture is hereby amended by the addition of the following paragraph:
(f) Notwithstanding anything herein to the contrary, this
SECTION 4.13 shall not apply to the Company's lease of approximately
three acres of the real property described on Exhibit C hereto to a
third party developer for the development of a non-gaming hotel and
related amenities or any acts taken by or on behalf of the Company in
connection therewith or incidental thereto.
Section 4. SUBORDINATION AGREEMENT. The Trustee, the Company and the
Guarantor are authorized to enter into a subordination agreement with the
holders of the Senior Notes, or their representative, with respect to the
relative priorities of the holders of the Notes and the Senior Notes with
respect to the Collateral and other rights and remedies of such holders.
Section 5. AMENDMENTS TO COLLATERAL DOCUMENTS. Any of the Collateral
Documents may be amended by the Company, the Guarantor and the Trustee to the
extent necessary or desirable to permit the issuance of the Senior Notes, the
grant of the Liens contemplated by clauses (viii), (ix), (x) or (xii) of the
definition of Permitted Liens and the subordination of the Lien of the Deed of
Trust (as defined in the Indenture) to the Liens contemplated by clauses (viii),
(ix) and (x) of the definition of Permitted Liens, the lease of land as
contemplated by Section 4.13(f) hereof, or otherwise to effect the Amendments as
described in the Solicitation Statement.
Section 6. EFFECTIVE DATE. This Supplement shall be effective as of
March 18, 1998.
Section 7. INDENTURE RATIFIED. Except as hereby otherwise expressly
provided, the Indenture is in all respects ratified and confirmed, and all the
terms, provisions and conditions thereof shall be and remain in full force and
effect.
Section 8. COUNTERPARTS. This Supplement may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
Section 9. SUPPLEMENTAL INDENTURE IS AN INDENTURE. This Supplement is
an amendment to and implementation of the Indenture, and the Indenture and this
Supplement shall be read together from and after the effectiveness of this
Supplement.
Section 10. GOVERNING LAW. This Supplement shall be governed by and
construed in accordance with the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
duly executed as of the day and year first above written.
THE COMPANY:
SEAL: SANTA FE HOTEL INC.
By /s/ Xxxx X. Xxxxxx
-------------------------------
Name: Xxxx X. Xxxxxx
Title: President
ATTEST: /s/ Xxxxxxx Xxxxxx
--------------------------
Name: Xxxxxxx Xxxxxx
Title: President
SEAL: GUARANTOR:
SANTA FE GAMING CORPORATION
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Name: Xxxx X. Xxxxxx
Title: President
ATTEST: /s/ Xxxxxxx Xxxxxx
--------------------------
Name: Xxxxxxx Xxxxxx
Title: Executive V.P.
SEAL: TRUSTEE:
IBJ XXXXXXXX BANK & TRUST COMPANY
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Assistant Vice President
ATTEST: /s/ Xxxxxxx XxXxxxxxx
--------------------------
Name: Xxxxxxx XxXxxxxxx
Title: Assistant Secretary
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