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Fourth Supplemental Indenture

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Sectors: Leisure and Entertainment
Governing Law: Nevada, View Nevada State Laws
Effective Date: November 30, 1998
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FOURTH SUPPLEMENTAL INDENTURE


THIS FOURTH SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as of November 30, 1998, by and among IBJ Schroder Bank & Trust Company, as Trustee (the "Trustee"), Pioneer Finance Corp., a Nevada corporation (the "Company"), Pioneer Hotel Inc., a Nevada corporation and successor-in-interest to Pioneer Operating Limited Partnership (the "Operating Company"), and Santa Fe Gaming Corporation, a Nevada corporation formerly known as Sahara Gaming Corporation and successor-in-interest to Sahara Casino Partners, L.P. ("Sahara Casino") (the "Guarantor"). Capitalized terms not otherwise defined herein have the meanings set forth in the Indenture, as defined below.


RECITALS


A. The Company, Sahara Casino, as guarantor, and Security Pacific National Bank ("Security Pacific"), as trustee, executed that certain Indenture dated December 1, 1988 (as amended as described herein, the "Indenture"), as amended by (i) that certain First Supplemental Indenture, dated as of December 21, 1990, among the Company, Sahara Casino, as guarantor, and Security Pacific, as trustee; (ii) that certain Second Supplemental Indenture, dated as of September 30, 1993, among Bank of America National Trust and Savings Association ("Bank of America"), as successor trustee, the Company, Sahara Casino, as guarantor, Pioneer Operating Limited Partnership, a Nevada limited partnership ("POLP"), the Operating Company, and Sahara Gaming Corporation ("Sahara Gaming"), as guarantor, reflecting various reorganizations in which the Guarantor became the successor of Sahara Casino and the Operating Company became the successor of POLP; (iii) that certain Tri-Party Agreement, dated as of December 30, 1994, by and among the Company, the Guarantor, the Operating Company, Bank of America, Bank of America Nevada, a Nevada banking association, and the Trustee, pursuant to which Bank of America was replaced as the trustee by the Trustee; and (iv) that certain Third Supplemental Indenture, dated as of August 31, 1995, by and among the Company, the Operating Company, the Guarantor and IBJ Schroder Bank & Trust Company, as successor trustee, with respect to $120,000,000 principal amount of the Company's 13 1/2% First Mortgage Bonds Due December 1, 1998 (the "Bonds"). The Bonds are guaranteed ("Guaranty") by the Guarantor. The Bonds and the Company's obligations under the Indenture are secured by the real and personal property described in or from time to time subject to the Mortgage and the other Mortgage Documents.


B. The Company, pursuant to its Offering Circular and Consent Solicitation Statement, dated October 23, 1998, as amended by the Supplement dated November 14, 1998 to Offering Circular and Consent Solicitation Statement (together, the "Amended Joint Offering Circular/Consent Solicitation Statement"), copies of which are attached hereto as EXHIBIT A, has solicited the consents of the Holders to, among other things, (i) until December 15, 2000 (the "Termination Date") forbear from exercising any rights and remedies under the Bonds, the Indenture, the Guaranty and the Mortgage Documents with respect to any failure by the Company to pay principal and interest on the Bonds when due on December 1, 1998, (ii) until the Termination Date, forbear from exercising any rights and remedies under the Note and related security documents with respect to any failure by the Operating Company to pay principal and


interest on the Note when due on December 1, 1998 and (iii) certain amendments (the "Amendments") to the Indenture as described in this Supplemental Indenture, and the Holders of at least a majority of the outstanding Bonds have granted such consents, subject to the terms and conditions included in the Amended Joint Offering Circular/Consent Solicitation Statement (the "Consents").


C. In connection with the Consents, certain subsidiaries of the Guarantor have agreed to grant security interests in substantially all of their assets to secure the Bonds.


D. In connection with the Consents, the Guarantor has agreed to pledge the common stock of certain of its subsidiaries and to grant a security interest in substantially all of its other assets to secure the Guarantee.


E. The Company, the Operating Company and the Guarantor have requested that the Trustee execute this Supplemental Indenture, and the Trustee is willing to execute this Supplemental Indenture pursuant to the terms and conditions of the Indenture.


NOW, THEREFORE, in consideration of the mutual covenants and premises set forth herein, and for other valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties further agree as follows:


AGREEMENT


SECTION 1. DEFINED TERMS. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Indenture.


SECTION 2. AMENDMENT TO SECTION 101 OF THE INDENTURE.


(a) The following definitions in Section 101 of the Indenture are hereby amended to provide in their entirety as follows:


"Mortgage Documents" means the Mortgage, the Note, the Assignment Agreement and all financing statements related thereto, THE GUARANTOR PLEDGE AGREEMENT, THE GUARANTOR SECURITY AGREEMENT, THE GUARANTOR SUBSIDIARIES SECURITY AGREEMENTS and any other assignments, pledge agreements, mortgages, deeds of trust, agreements or instruments (other than securities or other assets that constitute part of the Trust Estate) delivered or to be delivered to the Trustee, or delivered to the Company and assigned or pledged to the Trustee, as security for the Bonds OR THE GUARANTEE.


(b) The following new definitions are added to Section 101 of the Indenture:


"Excluded Assets" means, in the case of the Guarantor, the approximately 20 acre parcel of real property located at Lone Mountain Road, Las Vegas, Nevada, and the capital stock of any Subsidiaries other than the Guarantor Subsidiaries and, in the case of the Guarantor Subsidiaries, any Accounts (as defined in the Guarantor Subsidiaries Security Agreements).


2


"Guarantor Pledge Agreement" means the Pledge Agreement between the Guarantor and the Trustee, pursuant to which the Guarantor has pledged all of the outstanding common stock of Santa Fe Hotel, Sahara Resorts and the Guarantor Subsidiaries as security for its obligations under the Guaranty, substantially in the form attached hereto as Exhibit F, as the same may be amended, modified or supplemented from time to time in accordance with its terms.


"Guarantor Preferred Stock" means the Guarantor's Exchangeable Redeemable Preferred Stock, $2.14 liquidation preference per share, pursuant to the Certificate of Designation for Exchangeable Redeemable Preferred Stock.


"Guarantor Security Agreement" means the Security Agreement between the Guarantor and Trustee, pursuant to which the Guarantor has granted Liens in substantially all of its assets, other than the Excluded Assets, as security for its obligations under the Guaranty, substantially in the form attached hereto as Exhibit G, as the same may be amended, modified or supplemented from time to time in accordance with its terms.


"Guarantor Subsidiaries" means Hacienda Hotel Inc., a Nevada corporation, Sahara Nevada Corp., a Nevada corporation, and Santa Fe Coffee Company, a Nevada corporation.


"Guarantor Subsidiaries Security Agreements" means the Security Agreements executed by each of the Guarantor Subsidiaries granting Liens in substantially all of the assets of each Guarantor Subsidi
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