HARVEYS CASINO RESORTS,
Issuer
HARVEYS C.C. MANAGEMENT COMPANY, INC.,
HARVEYS WAGON WHEEL CASINO LIMITED LIABILITY COMPANY,
HARVEYS TAHOE MANAGEMENT COMPANY, INC.,
HARVEYS IOWA MANAGEMENT COMPANY, INC.,
and
HARVEYS L.V. MANAGEMENT COMPANY, INC.,
as Guarantors
and
IBJ XXXXXXXX BANK & TRUST COMPANY,
Trustee
Second Supplemental Indenture
Dated as of May 22, 1997
$150,000,000
10-5/8% SENIOR SUBORDINATED NOTES DUE 2006
Supplementing the Indenture Dated as of May 15, 1996 among
Harveys Casino Resorts, Issuer, Harveys C.C. Management Company,
Inc., Harveys Wagon Wheel Casino Limited Liability Company,
Harveys Iowa Management Company, Inc. and Harveys L.V. Management
Company, Inc., as Guarantors and IBJ Xxxxxxxx Bank & Trust
Company, Trustee, as amended and supplemented to date
THIS SECOND SUPPLEMENTAL INDENTURE (the 'Second Supplemental
Indenture'), dated as of May 22, 1997 among HARVEYS CASINO RESORTS, a Nevada
corporation (the 'Issuer'), and HARVEYS TAHOE MANAGEMENT COMPANY, INC., a Nevada
corporation ('HTMC'), HARVEYS C.C. MANAGEMENT COMPANY, INC., a Nevada
corporation, HARVEYS WAGON WHEEL CASINO LIMITED LIABILITY COMPANY, a Colorado
limited liability company, HARVEYS IOWA MANAGEMENT COMPANY, INC., a Nevada
corporation and HARVEYS L.V. MANAGEMENT COMPANY, INC., a Nevada corporation (the
'Guarantors'), and IBJ XXXXXXXX BANK & TRUST COMPANY, a New York banking
corporation, as Trustee (the 'Trustee'), under the Indenture dated as of May 15,
1996 (the 'Original Indenture'), as amended and supplemented by a First
Supplemental Indenture dated as of June 5, 1996 (the 'First Supplemental
Indenture') (the Original Indenture as so amended and supplemented by the First
Supplemental Indenture, the 'Indenture'),
W I T N E S S E T H :
WHEREAS, the Issuer has issued its 10-5/8% Senior Subordinated Notes
Due 2006 (the 'Securities') pursuant to the Indenture; and
WHEREAS, pursuant to Section 3.16 of the Indenture, any Restricted
Subsidiary (as defined in the Indenture) of the Issuer receiving assets of the
Issuer with a book value in excess of $5,000,000 must enter into a Subsidiary
Guarantee and Supplemental Indenture; and
WHEREAS, the Issuer has organized HTMC as a wholly-owned subsidiary
for the purpose of holding title to and operating substantially all of the
assets used in the Issuer's Lake Tahoe, Nevada casino and hotel presently doing
business as Harveys Resort Hotel/Casino, such assets having a book value in
excess of $5,000,000; and
WHEREAS, HTMC has never been designated as an Unrestricted Subsidiary
and is therefore a Restricted Subsidiary under the Indenture and the Issuer and
the Guarantors therefore wish to amend and supplement the Indenture, pursuant to
Section 7.1(d) thereof, in order that HTMC may enter into this Second
Supplemental Indenture and thereby make a Subsidiary Guarantee;
NOW, THEREFORE, intending to be legally bound hereby, the parties
agree as follows. Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to them in the Indenture.
ARTICLE ONE
HTMC hereby, jointly and severally with all other Guarantors,
guarantees the obligations of the Issuer under the Securities in accordance with
the provisions of Article XI of the Indenture and agrees to be subject to and
bound by all the provisions of such Article XI and all other provisions of the
Indenture applicable to Restricted Subsidiaries or Guarantors.
ARTICLE TWO
SECTION 2.01. Except as amended hereby, all of the terms of the
Indenture shall remain and continue in full force and effect and are hereby
confirmed in all respects.
SECTION 2.02. This Second Supplemental Indenture and each and every
provision hereof shall be deemed to be a contract made under the laws of the
State of New York and for all purposes shall be construed in accordance with the
laws of such State.
SECTION 2.03. This Second Supplemental Indenture may be executed in
any number of counterparts, each of which shall be an original; but such
counterparts shall constitute but one and the same instrument.
SECTION 2.04. The recitals contained herein shall be taken as the
statements of the Issuer, and the
Trustee assumes no responsibility whatsoever for their correctness nor for the
validity or sufficiency of this Second Supplemental Indenture or for the due
execution hereof by the Issuer.
SECTION 2.05. In entering into this Second Supplemental Indenture,
the Trustee shall be entitled to the benefit of every provision of the Indenture
relating to the conduct or affecting the liability of or affording protection to
the Trustee, whether or not elsewhere herein so provided.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the date hereof.
[CORPORATE SEAL]
By
------------------------
By
--------------------------
[CORPORATE SEAL]
By
------------------------
By
------------------------
HARVEYS CASINO RESORTS
By
------------------------ By Xxxxxxx X. Xxxxxxxxx
Name:Xxxxxxx X. Xxxxxxxxx
Title: Vice Chairman & Secretary
IBJ XXXXXXXX BANK & TRUST
COMPANY, as Trustee
By
------------------------ By Xxxxxxx XxXxxxxxx
Name:Xxxxxxx XxXxxxxxx
Title:Vice President
By
------------------------ HARVEYS C.C. MANAGEMENT
COMPANY, INC.
By By Xxxx X. XxXxxxxxxx
------------------------ Name:Xxxx X. XxXxxxxxxx
Title: Treasurer
HARVEYS WAGON WHEEL CASINO
LIMITED LIABILITY COMPANY
By Xxxxxxx X. Xxxxxxx
Name:Xxxxxxx X. Xxxxxxx
Title:Chairman
HARVEYS TAHOE MANAGEMENT
COMPANY, INC.
By Xxxxxxx X. Xxxxxxx
Name:Xxxxxxx X. Xxxxxxx
Title: President
HARVEYS IOWA MANAGEMENT
COMPANY, INC.
By Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: Secretary
HARVEYS L.V. MANAGEMENT
COMPANY, INC.
By Xxxx X. XxXxxxxxxx
Name:Xxxx X. XxXxxxxxxx
Title: Treasurer
