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EPIC RESORTS, LLC
EPIC CAPITAL CORP.
as Issuers,
The Subsidiary Guarantors Named Herein or
which become a party pursuant to Article 10 hereof
and
UNITED STATES TRUST COMPANY OF NEW YORK
as Trustee
$130,000,000
13% Senior Secured Redeemable Notes Due 2005, Series A
13% Senior Secured Redeemable Notes Due 2005, Series B
FIRST SUPPLEMENTAL INDENTURE
Dated as of January 7, 1999
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THIS FIRST SUPPLEMENTAL INDENTURE (the "FIRST SUPPLEMENTAL
INDENTURE"), dated as of January 7, 1999, between EPIC RESORTS, LLC, a
Delaware limited liability company ("EPIC"), EPIC CAPITAL CORP., a Delaware
corporation ("CAPITAL CORP.", and together with Epic, the "ISSUERS"), the
Subsidiary Guarantors named on the Signature Page hereto (the "SUBSIDIARY
GUARANTORS"), Epic Resorts - Vacation Showplace, a Delaware limited liability
company ("SHOWPLACE"), Epic Resorts Management, LLC, a Delaware limited
liability company ("MANAGEMENT"), Epic Marketing, LLC, a Delaware limited
liability company ("MARKETING") and UNITED STATES TRUST COMPANY OF NEW YORK,
a banking corporation organized and existing under the laws of the State of
New York, in its capacity as trustee (the "TRUSTEE").
RECITALS:
A. The Issuers, the Subsidiary Guarantors and Trustee entered into
that certain Indenture, dated as of July 8, 1998 (the "INDENTURE").
B. On September 3, 1998, Epic formed two new subsidiaries, Showplace
and Management, and on October 5, 1998, Epic formed another new subsidiary,
Marketing. Each subsidiary was formed as a limited liability company under
the laws of the State of Delaware. Showplace, Management and Marketing are
sometimes collectively referred to herein as the "New Subsidiary Guarantors."
C. The amendments to the Indenture as hereinafter set forth are
permitted under Section 9.01(a)(iv) of the Indenture without the consent of
any Securityholder. The Issuers have delivered, or caused to be delivered to
the Trustee, an opinion of counsel to that effect.
D. This First Supplemental Indenture has been duly authorized by all
necessary corporate action on the part of the Issuers, the Subsidiary
Guarantors and each New Subsidiary Guarantor.
E. The Issuers have delivered, or caused to be delivered to the
Trustee, an Officer's Certificate and an Opinion of Counsel stating that all
conditions precedent and covenants, if any, provided for in the Indenture
relating to this First Supplemental Indenture have been satisfied.
AGREEMENT:
The Issuers, the Subsidiary Guarantors, the New Subsidiary Guarantors
and the Trustee mutually covenant and agree for the equal and proportionate
benefit of the respective Holders from time to time of the Securities as
follows:
SECTION 1. DEFINITIONS. Capitalized terms used in this First
Supplemental Indenture and not otherwise defined herein have the meanings
given them in the Indenture.
SECTION 2. ADDITIONAL SUBSIDIARY GUARANTORS.
2.1. RESTRICTED SUBSIDIARIES. None of the New Subsidiary Guarantors has
been designated as an Unrestricted Subsidiary pursuant to Section 4.19 of the
Indenture, and therefore
each New Subsidiary Guarantor constitutes a Restricted Subsidiary as defined
in Section 1.01 of the Indenture.
2.2. DELIVERY OF ADDITIONAL SUBSIDIARY GUARANTEES. Pursuant to Section
4.20 of the Indenture, the Issuers have, through the execution of this First
Supplemental Indenture in accordance with Sections 10.02 and 10.07 of the
Indenture, caused each of the New Subsidiary Guarantors to execute and
deliver a Subsidiary Guarantee of the Securities, and each of the New
Subsidiary Guarantors hereafter constitutes, subject to and in accordance
with the terms of the Indenture, and for all purposes of the Indenture shall
be a Subsidiary Guarantor under the Indenture.
2.3 ASSUMPTION OF OBLIGATIONS OF INDENTURE. By executing this First
Supplemental Indenture, each of the New Subsidiary Guarantors agree to be
bound by all of the terms, conditions and obligations of the Indenture
applicable to the Subsidiary Guarantors, specifically including Section 10.01
of Article 10 thereof.
SECTION 3. MISCELLANEOUS.
3.1. EFFECT AND OPERATION OF FIRST SUPPLEMENTAL INDENTURE. This First
Supplemental Indenture shall be effective upon the execution and delivery
hereof by the Issuers, the Subsidiary Guarantors, the New Subsidiary
Guarantors and the Trustee. The Indenture shall be supplemented and amended
in accordance therewith, and this First Supplemental Indenture shall form a
part of the Indenture for all purposes, and every Security heretofore or
hereafter authenticated and delivered under the Indenture shall be bound
thereby. Except as supplemented hereby, all provisions of the Indenture
shall remain in full force and effect.
3.2. INDENTURE AND FIRST SUPPLEMENTAL INDENTURE CONSTRUED TOGETHER.
This First Supplemental Indenture is an indenture supplemental to and in
implementation of the Indenture, and the Indenture and this First
Supplemental Indenture shall from the date hereof be read and construed
together.
3.3. CONFIRMATION AND PRESERVATION OF THE INDENTURE. The Indenture, as
supplemented by this First Supplemental Indenture, is in all respects
confirmed and preserved.
3.4. CONFLICT WITH TRUST INDENTURE ACT. If any provision of this First
Supplemental Indenture limits, qualifies or conflicts with any provision of
the Trust Indenture Act of 1939, as amended (the "ACT"), that is required
under such Act to be part of and govern any provision of this First
Supplemental Indenture, the provisions of such Act shall control. If any
provision of this First Supplemental Indenture modifies or excludes any
provision of the Act that may be so modified or excluded, the provisions of
the Act shall be deemed to apply to the Indenture as so modified or to be
excluded by this First Supplemental Indenture, as the case may be.
3.5. SEPARABILITY. In case any provision of this First Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
3.6. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
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3.7. BENEFITS OF FIRST SUPPLEMENTAL INDENTURE. Nothing in the
Indenture, this First Supplemental Indenture or the Securities, express or
implied, shall give to any Person, other than the parties hereto and thereto
and their successors hereunder and thereunder, and the Securityholders, any
benefit of any legal or equitable right, remedy or claim under the Indenture
as supplemented and amended hereby or the Securities.
3.8. SUCCESSORS AND ASSIGNS. All covenants and agreements in this
First Supplemental Indenture by the Issuers, the Subsidiary Guarantors and
the New Subsidiary Guarantors shall bind their successors and assigns,
whether so expressed or not.
3.9. NEW YORK LAW TO GOVERN. This First Supplemental Indenture shall
be governed by and construed in accordance with the laws of the State of New
York but without giving effect to applicable principles of conflicts of law
to the extent that the application of the laws of another jurisdiction would
be required thereby.
3.10. COUNTERPARTS. This First Supplemental Indenture may be executed
in counterparts, each of which shall be an original, but all such
counterparts shall together constitute one and the same instrument.
3.11 THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this First
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Issuers, the Subsidiary
Guarantors and the New Subsidiary Guarantors.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the date and the year first
above written.
EPIC RESORTS, LLC
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Title: President
EPIC CAPITAL CORP.
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Title: President
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EPIC RESORTS - VACATION SHOWPLACE, LLC
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Title: President
EPIC RESORTS MANAGEMENT, LLC
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Title: President
EPIC MARKETING, LLC
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Title: President
EPIC TRAVEL, LLC
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Title: President
EPIC RESORTS - PALM SPRINGS MARQUIS
VILLAS, LLC
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Title: President
EPIC RESORTS - SCOTTSDALE LINKS
RESORT, LLC
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Title: President
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EPIC RESORTS - HILTON HEAD RESORT, LLC
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Title: President
EPIC RESORTS - WESTPARK RESORT, LLC
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Title: President
DAYTONA BEACH REGENCY, LTD., by Resort
Management, LLC, its general partner
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Title: President
LONDON BRIDGE RESORT, LLC
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Title: President
EPIC WARRANT CO.
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Title: President
RESORT MANAGEMENT, LLC
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Title: President
RESORT INVESTMENT, LLC
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Title: President
▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇, as Trustee
By: /s/ Illegible
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Title: Vice President
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