Exhibit 4.4
Execution Version
FOURTH SUPPLEMENTAL INDENTURE
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 1, 2018, amongTROPICANA ENTERTAINMENT INC., a Delaware corporation,AZTAR INDIANA GAMING COMPANY, LLC, an Indiana limited liability company, AZTAR RIVERBOAT HOLDING COMPANY, LLC, an Indiana limited liability company, CATFISH QUEEN PARTNERSHIP IN COMMENDAM, a Louisiana partnership, CENTROPLEX CENTRE CONVENTION HOTEL, L.L.C., a Louisiana limited liability company,COLUMBIA PROPERTIES TAHOE, LLC, a Nevada limited liability company, LIGHTHOUSE POINT, LLC, a Mississippi limited liability company,MB DEVELOPMENT, LLC, a Nevada limited liability company, NEW JAZZ ENTERPRISES, L.L.C., a Nevada limited liability company, NEW TROPICANA HOLDINGS, INC., a Delaware corporation,NEW TROPICANA OPCO, INC., a Delaware corporation, TEI (ES), LLC, a Delaware limited liability company,TEI (ST. LOUIS RE), LLC, a Delaware limited liability company, TEI (STLH), LLC, a Delaware limited liability company,TEI MANAGEMENT SERVICES LLC, a Delaware limited liability company,TEI R7 INVESTMENT LLC, a Delaware limited liability company, TLH LLC, a Delaware limited liability company,TROPICANA ATLANTIC CITY CORP., a New Jersey corporation,TROPICANA LAUGHLIN, LLC, a Nevada limited liability company,TROPICANA ST. LOUIS LLC, a Delaware limited liability company,TROPICANA ST. LOUIS RE LLC, a Delaware limited liability company, andTROPWORLD GAMES LLC, a Nevada limited liability company (each, a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of Eldorado Resorts, Inc. (or its permitted successor), a Nevada corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank 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 by that certain Supplemental Indenture dated as of May 1, 2017, that certain Second Supplemental Indenture dated as of June 18, 2018 and that certain Third Supplement Indenture dated as of August 7, 2018 and as may be further amended, supplemented, or otherwise modified, the “Indenture”), dated as of March 29, 2017 providing for the issuance of 6% Senior Notes due 2025 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is 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 Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the benefit of each other and the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENTTO GUARANTEE. Each of the Guaranteeing Subsidiaries hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
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