Exhibit 4.2
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of May
26, 2004, among Arizona Charlie's, LLC (f/k/a Arizona Charlie's, Inc.), a Nevada
limited liability company, Charlie's Holding LLC, a Delaware limited liability
company, Fresca, LLC, a Nevada limited liability company, Stratosphere
Advertising Agency, a Nevada corporation, Stratosphere Corporation, a Delaware
corporation, Stratosphere Development, LLC, a Delaware limited liability
company, Stratosphere Gaming Corp., a Nevada corporation, Stratosphere Land
Corporation, a Nevada corporation, and Stratosphere Leasing, LLC, a Delaware
limited liability company (together, the "Guaranteeing Subsidiaries"), each a
subsidiary of American Casino & Entertainment Properties LLC, a Delaware limited
liability company, as issuer ("ACEP") (or its permitted successor), American
Casino & Entertainment Properties Finance Corp., a Delaware corporation, as
co-issuer ("ACEP Finance", together with ACEP, the "Company") and Wilmington
Trust Company, 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 (the "Indenture"), dated as of January 29, 2004 providing for the
issuance of 7.85% Senior Secured Notes due 2012 (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 each Guaranteeing Subsidiary 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 Company
and the Guaranteeing Subsidiaries mutually covenant and agree for 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. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to
be bound by the terms of the Indenture and to unconditionally Guarantee all of
the Company's obligations under the Notes, the Indenture and the Collateral
Documents on the terms set forth in the Indenture and agrees to execute and
deliver a Note Guarantee in the form attached as Exhibit E to the Indenture.
3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE
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.
4. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
5. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.
6. THE TRUSTEE. 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
recitals are made solely by the Guaranteeing Subsidiaries and the Company.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.
AMERICAN CASINO & ENTERTAINMENT
PROPERTIES LLC
By: /s/ Richard P. Brown
------------------------------------
Name: Richard P. Brown
Title: President and Chief
Executive Officer
AMERICAN CASINO & ENTERTAINMENT
PROPERTIES FINANCE CORP.
By: /s/ Richard P. Brown
------------------------------------
Name: Richard P. Brown
Title: President and Chief
Executive Officer
CHARLIE'S HOLDING LLC
By: American Casino & Entertainment
Properties LLC, its sole member
By: /s/ Richard P. Brown
-------------------------------
Name: Richard P. Brown
Title: President and Chief
Executive Officer
ARIZONA CHARLIE'S, LLC
By: /s/ Denise Barton
------------------------------------
Name: Denise Barton
Title: Senior Vice President,
Chief Financial Officer, Secretary
and Treasurer
SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE
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FRESCA, LLC
By: Charlie's Holding LLC, its sole
member
By: American Casino &
Entertainment Properties LLC,
its sole member
By: /s/ Richard P. Brown
-----------------------------
Name: Richard P. Brown
Title: President and
Chief Executive Officer
STRATOSPHERE CORPORATION
By: /s/ Richard P. Brown
------------------------------------
Name: Richard P. Brown
Title: President and Chief
Executive Officer
STRATOSPHERE DEVELOPMENT, LLC
By: Stratosphere Corporation, member
By: /s/ Richard P. Brown
-----------------------------------
Name: Richard P. Brown
Title: President and Chief
Executive Officer
By: Arizona Charlie's, LLC, member
By: /s/ Denise Barton
-----------------------------------
Name: Denise Barton
Title: Senior Vice President,
Chief Financial Officer,
Secretary and Treasurer
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By: Fresca, LLC, member
By: Charlie's Holding LLC, its sole
member
By: American Casino &
Entertainment Properties
LLC, its sole member
By: /s/ Richard P. Brown
---------------------------
Name: Richard P. Brown
Title: President and
Chief Executive
Officer
STRATOSPHERE GAMING CORP.
By: /s/ Richard P. Brown
------------------------------------
Name: Richard P. Brown
Title: President and Chief
Executive Officer
STRATOSPHERE LEASING, LLC
By: Stratosphere Corporation, its sole
member
By: /s/ Richard P. Brown
------------------------------------
Name: Richard P. Brown
Title: President and Chief
Executive Officer
STRATOSPHERE ADVERTISING AGENCY
By: /s/ Denise Barton
------------------------------------
Name: Denise Barton
Title: Chief Financial Officer,
Secretary and Treasurer
STRATOSPHERE LAND CORPORATION
By: /s/ Denise Barton
------------------------------------
Name: Denise Barton
Title: Secretary and Treasurer
SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE
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WILMINGTON TRUST COMPANY
By: /s/ Michael G. Oller, Jr.
---------------------------------
Name: Michael G. Oller, Jr.
Title: Senior Financial
Services Officer
SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE
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