Exhibit 4.20
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of July
14, 2002 among the guarantors listed on the signature pages attached hereto
(each, a "New Guarantor"), each a direct or indirect subsidiary of ▇▇▇▇▇▇
Entertainment, Inc., a Delaware corporation (formerly known as Gameco, Inc.)(the
"Company"), and ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as trustee
under the Indenture referred to below (the "Trustee").
W I T N E S S E T H:
WHEREAS the Company has heretofore executed and delivered to the Trustee an
Indenture (as amended from time to time, the "Indenture"), dated as of February
8, 2002, providing for the issuance of its 11 7/8% Senior Secured Notes due
2009;
WHEREAS Section 4.18 of the Indenture provides that under certain
circumstances the Company is required or permitted to cause each New Guarantor
to execute and deliver to the Trustee a supplemental indenture pursuant to which
the New Guarantor shall unconditionally guarantee all of the Company's
obligations under the Notes pursuant to a Guarantee on the terms and conditions
set forth herein; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the
Company are authorized to execute and deliver this Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the New
Guarantors, the Company and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders as follows:
1. Definitions. (a) Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture.
(b) For all purposes of this Supplemental Indenture, except as
otherwise herein expressly provided or unless the context otherwise requires:
(i) the terms and expressions used herein shall have the same meanings as
corresponding terms and expressions used in the Indenture; and (ii) the words
"herein", "hereof" and "hereby" and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.
2. Agreement to Guarantee. Each New Guarantor hereby agrees, jointly and
severally with all other Guarantors, to Guarantee the Company's obligations
under the Notes on the terms and subject to the conditions set forth in Article
12 of the Indenture and to be bound by all other applicable provisions of the
Indenture. From and after the date hereof, each New Guarantor shall be a
Guarantor for all purposes under the Indenture and the Notes.
3. Non-Guarantor Restricted Subsidiaries. The definition of Non-
Guarantor Restricted Subsidiary in Section 1.1 of the Indenture, is deleted in
its entirety and amended to read as follows:
"Non-Guarantor Restricted Subsidiary" means any Restricted
Subsidiary to the extent not required to be a Guarantor
under the Indenture.
4. Ratification of Indenture; Supplemental Indenture Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof shall remain
in full force and effect. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of any Note heretofore or hereafter
authenticated and delivered shall be bound hereby.
5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE
NOTES.
6. Trustee Makes No Representation. The Trustee shall not be 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, all of which are made solely by the Company.
7. Multiple Counterparts. The parties may sign multiple counterparts of
this Supplemental Indenture. Each signed counterpart shall be deemed an
original, but all of them together represent one and the same agreement.
8. Headings. The headings of this 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.
[Remainder of page intentionally blank]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date and year first above written.
NEW GUARANTORS:
COLONIAL HOLDINGS, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
COLONIAL DOWNS, LP
By: STANSLEY RACING CORP., ITS GENERAL
PARTNER
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
STANSLEY RACING CORP.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
THE TRUSTEE:
▇▇▇▇▇ FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
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THE COMPANY:
▇▇▇▇▇▇ ENTERTAINMENT, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Executive Officer, President
Secretary and Treasurer
BLACK HAWK GAMING & DEVELOPMENT
COMPANY, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Executive Officer and
Director
GOLD DUST WEST CASINO, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman of the Board, and
President
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BLACK HAWK/▇▇▇▇▇▇ ENTERTAINMENT, LLC
By: Black Hawk Gaming & Development Company,
Inc., its Manager
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer
▇▇▇▇▇▇ HOTEL VENTURE
By: ▇▇▇▇▇▇ Ventures, Inc., its Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
By: Black Hawk Gaming & Development Company,
Inc., its Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
▇▇▇▇▇▇ VENTURES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Director
JALOU II INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Director
WINNER'S CHOICE CASINO, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Director
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DIVERSIFIED OPPORTUNITIES GROUP LTD.
By: ▇▇▇▇▇▇ Entertainment, Inc., its
Manager
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
JALOU L.L.C.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Manager
HOUMA TRUCK PLAZA & CASINO, L.L.C.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Manager
JALOU-CASH'S L.L.C.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Manager
JACE, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Director
LUCKY MAGNOLIA TRUCK STOP AND CASINO, L.L.C.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Manager
BAYOU VISTA TRUCK PLAZA AND CASINO, L.L.C.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Manager
RACELAND TRUCK PLAZA AND CASINO, L.L.C.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Manager
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