Exhibit 4.3
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PRIME HOSPITALITY CORP.,
ALPINE HOLDING CORP.
and
U.S. BANK NATIONAL ASSOCIATION
(formerly known as First Bank National Association),
as Trustee
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SECOND SUPPLEMENTAL INDENTURE
dated as of April 30, 2002
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Series A and Series B 9 3/4% Senior Subordinated Notes Due 2007
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Supplementing the Indenture dated as of March 26, 1997
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SECOND SUPPLEMENTAL INDENTURE dated as of April 30, 2002 ("Second
Supplemental Indenture") among PRIME HOSPITALITY CORP., a Delaware corporation
(the "Company"), Alpine Holding Corp., a Delaware corporation (the "Guarantor")
and U.S. BANK NATIONAL ASSOCIATION (formerly known as First Bank National
Association), as trustee (the "Trustee"). Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in the
Indenture (as defined below).
R E C I T A L S
WHEREAS, the Company and the Trustee executed and delivered the
Indenture dated as of March 26, 1997 (the "Indenture"), providing for the
issuance thereunder by the Company and the authentication and delivery by the
Trustee, of the Company's 9 3/4% Series A Senior Subordinated Notes due 2007 and
the Company's 9 3/4% Series B Senior Subordinated Notes due 2007 (collectively,
the "Notes");
WHEREAS, the Company has commenced an offer to purchase the Notes and,
in connection therewith, a solicitation (the "Consent Solicitation") of consents
(the "Consents") from the registered holders thereof (the "Holders") to certain
amendments to the Indenture, the particulars of which are more fully set forth
herein (the "Amendments"); and
WHEREAS, the Holders of a majority in aggregate principal amount of the
outstanding Notes have consented to the Amendments in accordance with the
provisions of Section 9.02 of the Indenture;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
premises and covenants contained herein and for other good and valuable
consideration, the parties hereto agree, for the equal and ratable benefit of
the respective Holders from time to time of the Notes, as follows:
ARTICLE ONE
AMENDMENT OF THE INDENTURE
SECTION 1.01. Deletion of Certain Provisions and Release of Obligations under
Certain Covenants.
(a) Each of the following provisions of the Indenture is hereby
deleted and eliminated in its entirety, without any redesignation of any other
provision of the Indenture:
Section 4.07
Section 4.08
Section 4.09
Section 4.11
Section 4.16
Section 4.17
Section 4.19
Section 4.21
Section 5.01
Section 5.02
All references in the Indenture, as amended by this Second Supplemental
Indenture, to any of the provisions deleted and eliminated as provided above,
shall also be deemed deleted and eliminated.
(b) As of the date of this Second Supplemental Indenture, the
Company and the Guarantor may omit to comply with, and shall have no liability
in respect of, any term, condition or limitation set forth in the above listed
Sections, whether directly or indirectly, by reason of any reference in the
Indenture or other documents to any such Section or by reason of any reference
in any such Section to any other provision in the Indenture or in any other
document, and such omission to comply shall not constitute a Default or an Event
of Default under Section 6.01 of the Indenture.
ARTICLE TWO
MISCELLANEOUS
SECTION 2.01. Effect. This Second Supplemental Indenture shall take
effect on the date hereof. The provisions set forth in this Second Supplemental
Indenture shall be deemed to be, and shall be construed as part of, the
Indenture to the same extent as if set forth fully therein. All references to
the Indenture in the Indenture or in any other agreement, document or instrument
delivered in connection therewith or pursuant thereto shall be deemed to refer
to the Indenture as amended by this Second Supplemental Indenture. Except as
amended hereby, the Indenture shall remain in full force and effect.
SECTION 2.02. Trust Indenture Act Controls. If any provision of this
Second Supplemental Indenture limits, qualifies or conflicts with the duties
imposed by operation of Section 318(c) of the Trust Indenture Act, the imposed
duties shall control.
SECTION 2.03. Governing Law. The internal law of the state of New York
shall govern and be used, without reference to its choice of law principles
(other than sec. 5-1401 of the General Obligation Law), to construe this Second
Supplemental Indenture.
SECTION 2.04. Counterparts. The parties may sign any number of copies
of this Second Supplemental Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement.
SECTION 2.05. Severability. In case any provision in this Second
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.
SECTION 2.06. Effect of Headings. The headings of the Articles and
Sections of this Second Supplemental Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof and shall
in no way modify or restrict any of the terms or provisions hereof.
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IN WITNESS WHEREOF, the parties have caused their names to be signed to
this Second Supplemental Indenture by their respective duly authorized officers,
as of the date first written above.
PRIME HOSPITALITY CORP.
By:_____________________________________
Its:____________________________________
ALPINE HOLDING CORP.
By:_____________________________________
Its:____________________________________
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:_____________________________________
Its:____________________________________
