EXHIBIT 4.3
GUARANTEE
For good and valuable consideration received from the Issuers by the
undersigned (hereinafter referred to as the "Subsidiary Guarantors," which term
includes any successor or additional Subsidiary Guarantors), the receipt and
sufficiency of which is hereby acknowledged, subject to Section 10.10 of the
Indenture, each Subsidiary Guarantor, jointly and severally, hereby
unconditionally guarantees, irrespective of the validity or enforceability of
the Indenture, the Notes, the Security Documents, the Registration Rights
Agreement or the Obligations thereunder, (a) the due and punctual payment of the
principal and premium, if any, of and interest on the Notes (including, without
limitation, interest after the filing of a petition initiating any proceedings
referred to in Section 6.1(12) or (13) of the Indenture), whether at maturity or
on an interest payment date, by acceleration, call for redemption or otherwise,
(b) the due and punctual payment of interest on the overdue principal and
premium, if any, of and interest, if any, on the Notes, if lawful, (c) the due
and punctual payment and performance of all other Obligations under such
documents, all in accordance with the terms set forth in the Indenture, the
Notes, the Security Documents and the Registration Rights Agreement, and (d) in
case of any extension of time of payment or renewal of any Notes or any of such
other Obligations thereunder or under the Indenture, the Security Documents or
the Registration Rights Agreement, the due and punctual payment or performance
thereof in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise.
No director, member, manager, officer, employee, incorporator,
stockholder or controlling person of the Subsidiary Guarantor, as such, shall
have any liability under this Subsidiary Guarantee for any obligations of the
Subsidiary Guarantor under the Notes, the Indenture, the Security Documents or
the Registration Rights Agreement or for any claim based on, in respect of, or
by reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability.
[Signature Page Follows]
IN WITNESS WHEREOF, each of the Subsidiary Guarantors has caused this
instrument to be duly executed.
Dated: December 6, 2001
XXXXXX NEVADA GAMING, LLC
By: /s/ Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
Title: President
XXXXXX MISSISSIPPI GAMING, LLC
By: /s/ Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
Title: President
XXXXXX COLORADO GAMING, LLC
By: /s/ Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
Title: President
