FIRST SUPPLEMENTAL INDENTURE Dated as of December 29, 2023 to INDENTURE Dated as of June 8, 2021 among BOYD GAMING CORPORATION, as Issuer, the Guarantors named therein, as Guarantors, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
Exhibit 4.9
FIRST SUPPLEMENTAL INDENTURE
Dated as of December 29, 2023
to
INDENTURE
Dated as of June 8, 2021
among
XXXX GAMING CORPORATION, as Issuer,
the Guarantors named therein, as Guarantors,
and
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
4.750% Senior Notes due 2031
FIRST SUPPLEMENTAL INDENTURE, dated as of December 29, 2023 (this “Supplemental Indenture”), among Xxxx Gaming Corporation, a Nevada corporation (the “Issuer”), the Guarantors named on the signature pages hereto (the “Guarantors”), the Additional Guarantor named on the signature pages hereto (the “Additional Guarantor”), and Wilmington Trust, National Association, as trustee (the “Trustee”).
WHEREAS, the Issuer and the Guarantors have heretofore executed and delivered to the Trustee an Indenture dated as of June 8, 2021 (the “Indenture”), providing for the issuance of the Company’s 4.750% Senior Notes due 2031 (the “Notes”); and
WHEREAS, subsequent to the execution of the Indenture and the issuance of the Notes, the Additional Guarantor has become a guarantor under the Credit Agreement; and
WHEREAS, pursuant to and as contemplated by Sections 4.09 and 9.01 of the Indenture, the parties hereto desire to execute and deliver this Supplemental Indenture for the purpose of providing for the Additional Guarantor to expressly assume all the obligations of a Guarantor under the Notes and the Indenture;
NOW, THEREFORE, in consideration of the above premises, each party agrees, for the benefit of the other and for the equal and ratable benefit of the Holders of the Notes, as follows:
|
I. |
ASSUMPTION OF GUARANTEES |
The Additional Guarantor, as provided by Section 4.09 of the Indenture hereby unconditionally expressly assumes all of the obligations of a Guarantor under the Notes and the Indenture to the fullest as set forth in Article 10 of the Indenture; and the Additional Guarantor may expressly exercise every right and power, and shall have every obligation, of a Guarantor under the Indenture with the same effect as if it had been named a Guarantor therein.
|
II. |
MISCELLANEOUS PROVISIONS |
|
A. |
Terms Defined. |
For all purposes of this Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.
|
B. |
Indenture. |
Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect.
|
C. |
Governing Law. |
THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
|
D. |
Successors. |
All agreements of the Company, the Guarantors and the Additional Guarantor in this Supplemental Indenture, the Notes and the Note Guarantees shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
|
E. |
Duplicate Originals. |
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.
|
F. |
Trustee Disclaimer. |
The Trustee is not responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein.
[signatures on following pages]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.
ISSUER:
XXXX GAMING CORPORATION
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Chief Financial Officer
EXISTING GUARANTORS:
ALIANTE GAMING, LLC
ALST CASINO HOLDCO LLC
AMERISTAR CASINO KANSAS CITY, LLC
AMERISTAR CASINO ST. XXXXXXX, LLC
BELLE OF ORLEANS, L.L.C.
BELTERRA RESORT INDIANA, LLC
BLUE CHIP CASINO, LLC
XXXX ACQUISITION I, LLC
XXXX ACQUISITION II, LLC
XXXX ACQUISITION, LLC
XXXX BILOXI, LLC
XXXX GAMING CORPORATION
XXXX LOUISIANA RACING, L.L.C.
XXXX RACING, L.L.C.
XXXX TCIV, LLC
XXXX TUNICA, INC.
CALIFORNIA HOTEL AND CASINO
CALIFORNIA HOTEL FINANCE CORPORATION
COAST CASINOS, INC.
COAST HOTELS AND CASINOS, INC.
XXXXXXX XX WORTH, LLC
XXXXXXX XX, LLC
KANSAS STAR CASINO, LLC
M.S.W., INC.
NEVADA PALACE, LLC
XXXX HAUS, LLC
PAR-A-DICE GAMING CORPORATION
PENINSULA GAMING, LLC
PNK (OHIO) II, LLC
PNK (OHIO) III, LLC
PNK (OHIO), LLC
RED RIVER ENTERTAINMENT OF SHREVEPORT, L.L.C.
XXX-WILL, INC.
THE CANNERY HOTEL AND CASINO, LLC
THE OLD XXXXXXXXXX XXXXX, L.L.C.
TREASURE CHEST CASINO, L.L.C.
VALLEY FORGE COLONIAL, LLC
VALLEY FORGE CONVENTION CENTER PARTNERS, LLC
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Secretary
of each Guarantor listed above
ADDITIONAL GUARANTOR:
BGM CO. INC.
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Secretary
TRUSTEE:
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President
