SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE ("Supplemental Indenture") dated as
of September 30, 1993, by and between Bank of America National Trust and
Savings Association as Trustee ("Trustee"), Pioneer Finance Corp., a Nevada
corporation ("Company"), Sahara Casino Partners, L.P., a Delaware limited
partnership ("Guarantor"), Pioneer Operating Limited Partnership, a Nevada
limited partnership ("Operating Partnership"), Pioneer Hotel Inc., a Nevada
corporation ("Successor Operating Company") and Sahara Gaming corporation, a
Nevada corporation ("Successor Guarantor").
R E C I T A L S
The Company, Guarantor and Trustee executed an Indenture dated
December 1, 1988, as amended December 21, 1990, ("Indenture"), with respect
to $120,000,000 principal amount of the Company's 13-1/2% First Mortgage
Bonds Due December 1, 1998 ("Bonds"). The Bonds are guaranteed by the
Guarantor ("Guarantee").
The Bonds and Company's obligations under the Indenture are secured by
the real and personal property described in or from time to time subject to
the Mortgage and the other Mortgage Documents.
Pursuant to that certain Agreement and Plan of Reorganization
("Reorganization") dated September 30, 1993, among Guarantor, Sahara Resorts,
a Nevada corporation ("Sahara Resorts"), Successor Guarantor and Sahara
Merger Corp., a Nevada corporation, Guarantor will merge into Successor
Guarantor, as a result of which Successor Guarantor will be the surviving
entity. The Company will remain a wholly-owned subsidiary of Sahara Resorts.
As a part of the Reorganization, it is contemplated that the Operating
Partnership will merge into Successor Operating Company.
Following the Reorganization, Successor Operating Company will be
wholly-owned by Successor Guarantor, and Successor Operating Company will own
and be licensed to operate the Pioneer Hotel & Gambling Hall.
The Successor Operating Company and Successor Guarantor have requested
that the Trustee execute this Supplemental Indenture.
The Trustee is willing to execute this Supplemental Indenture pursuant
to the terms and conditions of the Indenture.
The Guarantor, Successor Guarantor, Operating Partnership, Successor
Operating Company and Company, pursuant to an Officer's Certificate, have
represented to Trustee that no Change in Control shall occur as a consequence
of the Reorganization and that consummation of the Reorganization does not
require the consent of the lessor under the Pioneer Ground Lease.
NOW, THEREFORE, in consideration of the mutual covenants and premises
set forth herein, and for other valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties further agree as
follows:
AGREEMENT
A. DEFINED TERMS.
Any capitalized terms that are not expressly defined in this Second
Supplemental Indenture shall have the meaning provided in the Indenture.
B. ASSUMPTION BY SUCCESSOR OPERATING COMPANY.
The Successor Operating Company hereby expressly assumes the due and
punctual payment of all amounts due under the Note and the due and punctual
performance and observance of every other covenant, condition and obligation
to be performed or observed by the Operating Partnership under the Mortgage
Documents and the Pioneer Ground Lease (the foregoing includes, without
limitation, acknowledgment of the pledge and assignment effected by the
Assignment Agreement). As a result of the Reorganization, the Successor
Operating Company shall own all of the properties and assets (both tangible
and intangible) constituting the Trust Estate (including, without limitation,
all of the properties and assets constituting the Hotel-Gambling Hall and all
of the Operating Partnership's estate, right, title and interest in, to and
under the Pioneer Ground Lease), subject only to Permitted Encumbrances, and
hold all Permits required for the ownership and operation of the
Hotel-Gambling Hall.
C. ASSUMPTION BY SUCCESSOR GUARANTOR.
The Successor Guarantor hereby expressly assumes the due and punctual
payment of all amounts due under the Guarantees and the due and punctual
performance and observance of every other covenant, condition and obligation
to be performed or observed by the Guarantor under the Guarantees and the
Indenture, including Article Thirteen. The Successor Guarantor expressly
acknowledges and agrees that its obligations under Article Thirteen of the
Indenture and under the Guarantees endorsed on the Bonds shall remain in full
force and effect following the Reorganization and shall apply with respect to
Successor Guarantor as if Successor Operating Company had been named as the
"Operating Partnership" in the definition of such term in Section 101 of the
Indenture. As a result of the Reorganization, the Successor Guarantor shall
own all Permits (i) required for the ownership and operation of the
Hotel-Gambling Hall and each other hotel and gaming facility in which it may
own an interest or which it may operate, directly or indirectly, or (ii)
required for it to own, directly or indirectly, an interest in the Successor
Operating Company or any other Person that owns or operates a hotel or gaming
facility.
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D. EXECUTION BY TRUSTEE.
The Trustee executes this Supplemental Indenture in accordance with the
terms of the Indenture; provided, however, that such execution is conditioned
upon the satisfaction of all the terms and conditions contained herein, and
that such execution shall not constitute a waiver of any of the terms and
conditions set forth in the Indenture or other Mortgage Documents regarding
any future consolidation, merger, conveyance or transfer other than in
connection with the Reorganization.
All of the collateral shall remain and continue in all respects subject
to the Lien of the Mortgage Documents and the Indenture, and nothing herein
contained or done pursuant hereto, shall affect or be construed to affect the
Lien of the Mortgage Documents on all or any portion of the Trust Estate, or
the priority thereof over other liens and encumbrances or conveyances, or the
rights and powers of the Trustee and the Holders of the Bonds. The Assignment
Agreement shall remain and continue to constitute the valid present
assignment to the Trustee of all of the Company's right, title and interest
in and to the Assigned Properties, and the Successor Operating Company will
succeed, directly or indirectly, to all of the assets and liabilities of the
Operating Partnership, including its interest as lessee under the Pioneer
Ground Lease.
E. INDEMNIFICATION.
Successor Guarantor agrees to defend, indemnify and hold Trustee and its
officers, employees and agent harmless from any claims, judgments, damages,
penalties, fines, costs, liabilities (including sums paid in settlements of
claims) or loss, including reasonable attorneys' fees, consultant fees, and
expert fees which may arise due to any breach of Trustee's fiduciary
responsibilities under the Indenture as a result of the Trustee's execution
of this Second Supplemental Indenture.
F. Except as otherwise amended, modifies or supplemented by this Second
Supplemental Indenture, the Indenture, the Mortgage Documents, Environmental
Indemnity Agreement and Environmental Assignment Agreement shall continue in
full force and effect and are enforceable in accordance with their terms.
G. This Supplemental Indenture may be executed in counterparts.
H. The Trustee assumes no responsibility for the correctness of the recitals
herein.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the date first written above.
"Trustee" "Company"
BANK OF AMERICA NATIONAL TRUST PIONEER FINANCE CORP.,
AND SAVINGS ASSOCIATION, as Trustee A Nevada corporation
By: By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: Its:
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"Guarantor" "Operating Partnership"
SAHARA CASINO PARTNERS, L.P., PIONEER OPERATING LIMITED
a Delaware limited partnership PARTNERSHIP, a Nevada
limited partnership
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: Its:
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"Successor Operating Company" "Successor Guarantor"
PIONEER HOTEL, INC., a SAHARA GAMING CORPORATION,
Nevada corporation a Nevada corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: Its:
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