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EXHIBIT 4.5
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FIRST SUPPLEMENTAL INDENTURE
Among
BOYD GAMING CORPORATION,
Issuer,
CALIFORNIA HOTEL and CASINO,
BOYD TUNICA, INC.,
BOYD MISSISSIPPI, INC.,
BOYD KANSAS CITY, INC.,
BOYD KENNER, INC.,
MARE-BEAR, INC.,
SAM-WILL, INC.,
ELDORADO, INC.,
M.S.W., INC.,
PAR-A-DICE GAMING CORPORATION and
EAST PEORIA HOTEL, INC.,
the "Guarantors"
and
The Bank of New York,
Trustee
Dated as of December 31, 1996
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FIRST SUPPLEMENTAL INDENTURE (this
"Supplemental Indenture") dated as of December 31,
1996, among BOYD GAMING CORPORATION, a Nevada
corporation (the "Company"), CALIFORNIA HOTEL AND
CASINO, a Nevada corporation, BOYD TUNICA, INC., a
Mississippi corporation, BOYD MISSISSIPPI, INC., a
Nevada corporation, BOYD KANSAS CITY, INC., a
Missouri corporation, BOYD KENNER, INC., a
Louisiana corporation, MARE-BEAR, INC., a Nevada
corporation, SAM-WILL, INC., a Nevada corporation,
ELDORADO, INC., a Nevada corporation, M.S.W., INC.,
a Nevada corporation, PAR-A-DICE GAMING
CORPORATION, an Illinois corporation, and EAST
PEORIA HOTEL, INC., an Illinois corporation
(collectively, the "Guarantors"), and The Bank of
New York, a New York banking corporation (the
"Trustee") to the INDENTURE (the "Basic Indenture")
dated as of October 4, 1996, among the Company,
CALIFORNIA HOTEL AND CASINO, BOYD TUNICA, INC.,
BOYD MISSISSIPPI, INC., BOYD KANSAS CITY, INC.,
BOYD KENNER, INC., MARE-BEAR, INC., SAM-WILL, INC.,
ELDORADO, INC., and M.S.W., INC. (the "Basic
Indenture Guarantors"), and the Trustee.
WHEREAS, Sections 9.01(4) and (9) of the Basic Indenture provide
that without the consent of any Securityholder, the Company, the Basic Indenture
Guarantors and the Trustee may amend the Basic Indenture to add additional
Guarantees with respect to the Securities, including Guaranties, or to make any
change that does not adversely affect the rights of any Securityholder;
WHEREAS, Section 4.13 of the Basic Indenture requires the
Company, among other things, to use all reasonable efforts, and to cause
Par-A-Dice Gaming Corporation ("Par-A-Dice") and East Peoria Hotel, Inc. ("EPH")
to use all reasonable efforts, to obtain all necessary approvals for Par-A-Dice
and EPH to execute this Supplemental Indenture and become Guarantors, and
Par-A-Dice and EPH are hereby agreeing to do and become such;
WHEREAS, the entry into this Supplemental Indenture by the
parties hereto is in all respects authorized by the provisions of the Basic
Indenture; and
WHEREAS, all things necessary to make this Supplemental Indenture
a valid agreement of the Company and the Guarantors in accordance with its terms
have been done.
NOW, THEREFORE, and in consideration of the premises, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Securityholders, as follows:
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SECTION 1. The Basic Indenture is hereby amended as follows:
Cover Page, fourth paragraph. Delete "and M.S.W., INC." and insert "M.S.W.,
INC., PAR-A-DICE GAMING CORPORATION and EAST PEORIA HOTEL, INC." in its place.
First Page, first paragraph. Delete "and M.S.W., INC., a Nevada corporation" and
insert "M.S.W., INC., a Nevada corporation, PAR-A-DICE GAMING CORPORATION, an
Illinois corporation, and EAST PEORIA HOTEL, INC., an Illinois corporation" in
its place.
SECTION 2. The Basic Indenture, as supplemented and amended by this Supplemental
Indenture, is in all respects ratified and confirmed, and the Basic Indenture
and this Supplemental Indenture shall be read, taken and construed as one and
the same instrument.
SECTION 3. If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Supplemental Indenture
by any of the provisions of the Trust Indenture Act, such required provision
shall control.
SECTION 4. All covenants and agreements in this Supplemental Indenture by the
Company shall bind its successors and assigns, whether so expressed or not.
SECTION 5. In case any provision in this 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. Nothing in this Supplemental Indenture, expressed or implied, shall
give to any Person, other than the parties hereto and their successors hereunder
and the Securityholders, any benefit or any legal or equitable right, remedy or
claim under this Supplemental Indenture.
SECTION 7. THIS SUPPLEMENTAL INDENTURE AND THE SECURITIES 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 8. All terms used in this Supplemental Indenture not otherwise defined
herein that are defined in the Basic Indenture shall have the meanings set forth
therein.
SECTION 9. This Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.
SECTION 10. The recitals contained herein shall be taken as statements of the
Company, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of the Basic
Indenture, this Supplemental Indenture or of the Securities and shall not be
accountable for the use or application by the Company of the Securities or the
proceeds thereof.
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IN WITNESS WHEREOF, the parties have caused this Supplemental
Indenture to be duly executed as of the date first written above.
BOYD GAMING CORPORATION
By: /s/ Ellis Landau
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Name: Ellis Landau
Title: Senior Vice President, Treasurer
and Chief Financial Officer
CALIFORNIA HOTEL AND CASINO
By: /s/ Ellis Landau
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Name: Ellis Landau
Title: Senior Vice President, Treasurer
and Chief Financial Officer
Attest:
By: /s/ Charles E. Huff
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Name: Charles E. Huff
Title: Vice President, Secretary
and General Counsel
BOYD TUNICA, INC.
By: /s/ Ellis Landau
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Name: Ellis Landau
Title: Senior Vice President, Treasurer
and Chief Financial Officer
BOYD MISSISSIPPI, INC.
By: /s/ Ellis Landau
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Name: Ellis Landau
Title: Senior Vice President, Treasurer
and Chief Financial Officer
Attest:
By: /s/ Charles E. Huff
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Name: Charles E. Huff
Title: Vice President, Secretary
and General Counsel
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BOYD KANSAS CITY, INC.
By: /s/ Ellis Landau
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Name: Ellis Landau
Title: Senior Vice President, Treasurer
and Chief Financial Officer
BOYD KENNER, INC.
By: /s/ Ellis Landau
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Name: Ellis Landau
Title: Senior Vice President, Treasurer
and Chief Financial Officer
MARE-BEAR, INC.
By: /s/ Ellis Landau
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Name: Ellis Landau
Title: Senior Vice President, Treasurer
and Chief Financial Officer
SAM-WILL, INC.
By: /s/ Ellis Landau
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Name: Ellis Landau
Title: Senior Vice President, Treasurer
and Chief Financial Officer
ELDORADO, INC.
By: /s/ Ellis Landau
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Name: Ellis Landau
Title: Senior Vice President, Treasurer
and Chief Financial Officer
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M.S.W., INC.
By: /s/ William S. Boyd
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Name: William S. Boyd
Title: President and Secretary
Attest:
By: /s/ Stephen S. Thompson
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Name: Stephen S. Thompson
Title: Executive Vice President
and Treasurer
Attest:
By:
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Name:
Title:
PAR-A-DICE GAMING CORPORATION
By: /s/ Robert L. Boughner
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Name: Robert L. Boughner
Title: Vice President and Secretary
EAST PEORIA HOTEL, INC.
By: /s/ Robert L. Boughner
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Name: Robert L. Boughner
Title: Vice President and Secretary
THE BANK OF NEW YORK
By: /s/ Vivian Georges
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Name: Vivian Georges
Title: Assistant Vice President
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