Exhibit 4.1.2.1
XXXXX CASINO HOLDINGS, LLC,
XXXXX CASINO FUNDING, INC.,
as Issuers
17-5/8% Second Priority Mortgage Notes due 2010
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FIRST SUPPLEMENTAL INDENTURE
Dated as of June 12, 2003
to
INDENTURE
Dated as of March 25, 2003
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U.S. BANK NATIONAL ASSOCIATION,
as Trustee
FIRST SUPPLEMENTAL INDENTURE, dated as of June 12, 2003 (this
"First Supplemental Indenture"), among XXXXX CASINO HOLDINGS, LLC, a Delaware
limited liability company (the "Company") and XXXXX CASINO FUNDING, INC., a
Delaware corporation ("TC Funding" and together with the Company, the "Issuers")
and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee
(the "Trustee").
W I T N E S S E T H:
WHEREAS, the Issuers, the guarantors named therein and the
Trustee have heretofore executed and delivered an indenture, dated as of March
25, 2003 (the "Indenture"), governing the 17-5/8% Second Priority Mortgage Notes
due 2010 of the Issuers (the "Notes");
WHEREAS, Sections 9.01(a) and 9.01(e) of the Indenture provide
that the Issuers and the Trustee may amend or supplement the Indenture without
the consent of any Holder to cure any defect in the Indenture or to make any
change to the Indenture that would provide any additional rights or benefits to
the Holders or that does not adversely affect the rights thereunder of any
Holder; and
WHEREAS, all conditions precedent provided for in Section 9.01
of the Indenture with respect to the execution of this First Supplemental
Indenture have been complied with.
NOW THEREFORE, in consideration of the foregoing premises, the
Issuers and the Trustee agree as follows:
Section 1. Definitions. All capitalized terms used herein and
not defined are used herein as defined in the Indenture.
Section 2. Amendment to the Indenture. The Indenture is hereby
amended by deleting the text of Section 4.07(a)(2) in its entirety and replacing
it with the following: "the Total Leverage Ratio of the Company is greater than
4.0 to 1.0; or".
Section 3. Ratification. Except as hereby expressly amended,
the Indenture is in all respects ratified and confirmed and all the terms,
provisions and conditions thereof shall be and remain in full force and effect.
Section 4. Conflict with Trust Indenture Act. If and to the
extent that any provision of this First Supplemental Indenture limits, qualifies
or conflicts with any provision which is required or deemed to be included in
this First Supplemental Indenture by any of the provisions of the Trust
Indenture Act of 1939, such required or deemed provision shall control.
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Section 5. Separability Clause. In case any provision in this
First 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 6. Effect of Headings. The section headings herein are
for convenience only and shall not affect the construction hereof.
Section 7. Benefits of this First Supplemental Indenture.
Nothing in this First Supplemental Indenture, express or implied, shall give to
any person, other than the parties to the Indenture and their respective
successors thereunder and the Holders, any benefit or any legal or equitable
right, remedy or claim under this First Supplemental Indenture.
Section 8. Successors and Assigns. All covenants and
agreements in this First Supplemental Indenture by the Issuers shall bind their
respective successors and assigns, whether so expressed or not.
Section 9. Governing Law. This First Supplemental Indenture
and the Indenture and the Notes, each as supplemented and amended hereby, shall
be governed by, and construed in accordance with, the laws of the State of New
York but without giving effect to applicable principles of conflicts of law to
the extent that the application of the laws of another jurisdiction would be
required thereby.
Section 10. Multiple Originals. The parties may sign any
number of copies of this First Supplemental Indenture. Each signed copy shall be
an original, but all of them together represent the same agreement. One signed
copy is enough to prove this First Supplemental Indenture.
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IN WITNESS WHEREOF, the Issuers and the Trustee have caused
this First Supplemental Indenture to be duly executed as of the date first above
written.
ISSUERS:
XXXXX CASINO HOLDINGS, LLC
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Executive Vice President
XXXXX CASINO FUNDING, INC.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Executive Vice President
TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
