$450,000,000
10-1/8% First Mortgage Notes due 2003
of
Grand Casinos, Inc.
FIFTH SUPPLEMENTAL INDENTURE
Dated as of November 24, 1998
to
INDENTURE
Dated as of November 30, 1995
Firstar Bank of Minnesota, N.A.
Trustee
This FIFTH SUPPLEMENTAL INDENTURE (the "Fifth Supplemental
Indenture") to the Indenture (as defined below) is dated as of November 24,
1998, and is made by and among Grand Casinos, Inc., a Minnesota corporation
("Grand"), the Guarantors, as defined in the Indenture (the "Guarantors"),
and Firstar Bank of Minnesota, N.A., as Trustee (the "Trustee").
RECITALS
A. Pursuant to an Indenture dated as of November 30, 1995, as
amended (the "Indenture"), between Grand, the Guarantors and the Trustee,
Grand has issued and outstanding $450,000,000 aggregate principal amount of
10-1/8% First Mortgage Notes due 2003 (the "Notes").
B. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.
C. Park Place Entertainment Corporation, a Delaware corporation
("Park Place"), has made an offer to the Holders of the Notes to purchase all
of such Notes for cash upon the terms and subject to the conditions set forth
in the Offer to Purchase and Consent Solicitation Statement dated November 9,
1998 and the accompanying Letter of Transmittal and Consent, as they may be
amended from time to time (together, the "Offer to Purchase").
D. Section 9.02 of the Indenture provides that Grand and the
Trustee, together with the consent of the Holders of at least a majority in
principal amount of outstanding Notes not owned by Grand or any of its
affiliates, may amend the Indenture and the Notes, as set forth below;
PROVIDED, HOWEVER, that without the consent of Holders of at least 66-2/3% of
the aggregate principal amount of outstanding Notes not owned by Grand or any
of its affiliates, no such amendment may change the provisions of Section
4.16 of the Indenture relating to a Change of Control (as defined in the
Indenture).
E. Pursuant to the terms of the Offer to Purchase, Holders that
tender Notes in accordance with the terms of the Offer to Purchase are deemed
to have consented to certain amendments to the Indenture that would eliminate
or modify substantially all of the restrictive covenants and certain event of
default and defeasance provisions contained in the Indenture as set forth
below (collectively, the "Proposed Amendments") in connection with the
proposed merger between Grand and a wholly owned subsidiary of Park Place,
pursuant to that certain Agreement and Plan of Merger, dated as of June 30,
1998, by and among Hilton Hotels Corporation, Park Place, Gaming Acquisition
Corporation, Lakes Gaming, Inc. and Grand, as set forth therein.
F. Grand has authorized the execution and delivery of this Fifth
Supplemental Indenture, and the Trustee has received
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(i) an Opinion of Counsel pursuant to Section 9.06 of the Indenture stating
that, and (ii) an Officers' Certificate of Grand pursuant to Section 12.04 of
the Indenture certifying that, all conditions precedent to and covenants
required for the execution of this Fifth Supplemental Indenture have been
satisfied.
G. All of the conditions and requirements necessary to make this
Fifth Supplemental Indenture, when duly executed and delivered, a valid and
binding agreement, enforceable in accordance with its terms (subject to the
Proposed Amendments becoming operative as provided in paragraph 2 below),
have been performed and fulfilled.
NOW, THEREFORE, it is agreed as follows:
1. Pursuant to Section 9.02 of the Indenture, and having
received the consents of the Holders of at least 66% in aggregate principal
amount of the outstanding Notes required thereby, other than Notes owned by
Grand, the Guarantors or any of their respective affiliates, the Indenture is
amended and effective, with the covenants becoming operative on the date set
forth in paragraph 2 below, as follows:
a. All definitions set forth in Section 1.01 of the Indenture that
relate to defined terms used solely in covenants or sections deleted hereby
are deleted in their entirety.
b. The covenant entitled "SEC Reports," set forth in Section 4.03
of the Indenture, is hereby deleted in its entirety and the following
provision is hereby substituted in its place:
"The Company and the Guarantors shall comply with the
provisions of TIA Section 314(a)."
c. Paragraphs (b) and (c) of the covenant entitled "Compliance
Certificate," set forth in Section 4.04 of the Indenture, are hereby
deleted in their entirety and the following is hereby substituted in its
place:
"Intentionally Omitted."
d. The covenant entitled "Taxes," set forth in Section 4.05 of the
Indenture, is hereby deleted in its entirety and the following is hereby
substituted in its place:
"Intentionally Omitted."
e. The covenant entitled "Stay, Extension and Usury Laws," set
forth in Section 4.06 of the Indenture, is
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hereby deleted in its entirety and the following is hereby substituted in
its place:
"Intentionally Omitted."
f. The covenant entitled "Restricted Payments," set forth in
Section 4.07 of the Indenture, is hereby deleted in its entirety and the
following is hereby substituted in its place:
"Intentionally Omitted."
g. The covenant entitled "Dividend and Other Payment Restrictions
Affecting Subsidiaries," set forth in Section 4.08 of the Indenture, is
hereby deleted in its entirety and the following is hereby substituted in
its place:
"Intentionally Omitted."
h. The covenant entitled "Limitations on Incurrence of
Indebtedness and Issuance of Disqualified Stock," set forth in Section 4.09
of the Indenture, is hereby deleted in its entirety and the following is
hereby substituted in its place:
"Intentionally Omitted."
i. The covenant entitled "Asset Sales," set forth in Section 4.10
of the Indenture, is hereby deleted in its entirety and the following is
hereby substituted in its place:
"Intentionally Omitted."
j. The covenant entitled "Event of Loss," set forth in Section
4.11 of the Indenture, is hereby deleted in its entirety and the following
is hereby substituted in its place:
"Intentionally Omitted."
k. The covenant entitled "Transactions With Affiliates," set forth
in Section 4.12 of the Indenture, is hereby deleted in its entirety and the
following is hereby substituted in its place:
"Intentionally Omitted."
l. The covenant entitled "Liens," set forth in Section 4.13 of
the Indenture, is hereby deleted in its entirety and the following is
hereby substituted in its place:
"Intentionally Omitted."
m. The covenant entitled "Line of Business," set forth in Section
4.14 of the Indenture, is hereby deleted in its entirety and the following
is hereby substituted in
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its place:
"Intentionally Omitted."
n. The covenant entitled "Corporate Existence," set forth in
Section 4.15 of the Indenture, is hereby deleted in its entirety and the
following is hereby substituted in its place:
"Subject to Article 5 hereof, the Company shall do or cause to
be done all things necessary to preserve and keep in full force and
effect (i) its corporate existence, in accordance with the
organizational documents (as the same may be amended from time to
time) of the Company."
o. The covenant entitled "Change of Control," set forth in Section
4.16 of the Indenture, is hereby deleted in its entirety and the following
is hereby substituted in its place:
"Intentionally Omitted."
p. The covenant entitled "Designation of Unrestricted Subsidiary,"
set forth in Section 4.17 of the Indenture, is hereby deleted in its
entirety and the following is hereby substituted in its place:
"(a) The Board of Directors of the Company may designate any
Restricted Subsidiary; and to be an Unrestricted Subsidiary, provided
that:
(i) Intentionally Omitted;
(ii) at the time of designation, no Event of Default
has occurred and is continuing or results immediately after
such designation;
(iii) Intentionally Omitted;
(iv) Intentionally Omitted; and
(v) if such Subsidiary (or any subsidiary thereof)
owns or possesses any Note Collateral, the Company shall
provide or cause to be provided, substitute Note Collateral to
secure the First Mortgage Notes on a first priority basis,
subject to no other Liens other than Permitted Liens, with a
fair market value (as determined by an independent Financial
Advisor) at least equal to the next decrease in the total value
of the Note Collateral resulting from any release of Note
Collateral from the liens securing the Notes.
(b) An Unrestricted Subsidiary shall cease to be
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an Unrestricted Subsidiary and shall become a Restricted Subsidiary if
the Company designates such Unrestricted Subsidiary to be a Restricted
Subsidiary and no Event of Default occurs or is continuing immediately
after such designation.
(c) Any such designation by the Board of Directors of the
Company shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the resolution of the Board of Directors of the
Company giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing
conditions."
q. The covenant entitled "Maintenance of Insurance," set forth in
Section 4.18 of the Indenture, is hereby deleted in its entirety and the
following is hereby substituted in its place:
"Intentionally Omitted."
r. The covenant entitled "Restrictions on Leasing and Dedication
of Property," set forth in Section 4.22 of the Indenture, is hereby deleted
in its entirety and the following is hereby substituted in its place:
"Intentionally Omitted."
s. The covenant entitled "Merger, Consolidation or Sale of
Assets," set forth in Section 5.01 of the Indenture, is hereby deleted in
its entirety and the following is hereby substituted in its place:
"The Company shall not consolidate or merge with or into or
wind up into (whether or not the Company is the surviving
corporation), or sell, assign, transfer, convey or otherwise dispose
of all or substantially all of its properties or assets in one or more
related transactions to, any Person unless:
(i) the Company is the surviving corporation or the Person
formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, conveyance
or other disposition shall have been made is an entity organized or
existing under the laws of the United States, any state thereof, the
District of Columbia, or any territory thereof;
(ii) the Person formed by or surviving any such consolidation
or merger (if other than the Company) or the Person to which such
sale, assignment, transfer, conveyance or other disposition will have
been made assumes all the obligations of the Company under this
Indenture and all outstanding Notes and the Collateral
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Documents pursuant to a supplemental indenture or other documents or
instruments in form reasonably satisfactory to the Trustee under the
Notes and this Indenture;
(iii) immediately after such transaction no Default or Event of
Default exists;
(iv) Intentionally Omitted;
(v) Intentionally Omitted; and
(vi) Intentionally Omitted."
t. The provision entitled "Successor Corporation Substituted," set
forth in Section 5.02 of the Indenture, is hereby deleted in its entirety
and the following is substituted in its place:
"Upon any consolidation or merger, or any sale, assignment,
transfer, conveyance or other disposition of all or substantially all
of the assets of the Company in accordance with Section 5.01 hereof,
the successor Person formed by such consolidation or into or with
which the Company is merged or to which such sale, assignment,
transfer, conveyance or other disposition is made shall succeed to,
and be substituted for (so that from and after the date of such
consolidation, merger, sale, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer
instead to the successor Person and not to the Company), and may
exercise every right and power of the Company under this Indenture
with the same effect as if such successor Person had been named as the
Company herein."
u. The provision entitled "Events of Default and Remedies," set
forth in Section 6.01 of the Indenture, is hereby deleted in its entirety
and the following is hereby substituted in its place:
"(a) Each of the following constitutes an Event of Default:
(i) default in payment when due and payable, upon
redemption or otherwise, of principal or premium, if any, on
any Note or under any Note Guarantee;
(ii) default for 30 days or more in the payment when
due of interest on any Note or under any Note Guarantee;
(iii) failure by the Company or any
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Guarantor to offer to purchase, or to purchase the Notes when
required under an offer made pursuant to this Indenture;
(iv) Intentionally Omitted;
(v) failure by the Company or any Guarantor for 60
days after receipt of written notice to comply with any of its
other agreements in this Indenture, the Collateral Documents or
the Notes;
(vi) Intentionally Omitted;
(vii) Intentionally Omitted;
(viii) material breach by the Company, any Guarantor or
any of their Subsidiaries of any representation or warranty set
forth in any Note Guarantee or any of the Collateral Documents,
or default by the Company or any Guarantor in the performance
of any covenant set forth in any Note Guarantee or any of the
Collateral Documents that continues for 60 days after notice
thereof, or the repudiation by the Company, any Guarantor or
any of their Subsidiaries of its obligations under, or any
judgment or decree by a court or governmental agency of
competent jurisdiction declaring the unenforceability of, any
Note Guarantee or any of the Collateral Documents for any
reason that would materially impair the benefits to the Trustee
or the Holders of the Notes thereunder;
(ix) the Company:
(A) commences a voluntary case;
(B) consents to the entry of an order for relief
against it in an involuntary case;
(C) consents to the appointment of a Custodian of
it or for all or substantially all of its property;
(D) makes a general assignment for the benefit of
its creditors; or
(E) generally is not paying its debts as they
become due;
(x) a court of competent jurisdiction enters an order
or decree under any Bankruptcy Law that:
(A) is for relief against the Company in an
involuntary case;
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(B) appoints a Custodian of the Company or for
all or substantially all of the property of the Company;
or
(C) orders the liquidation of the Company;
and the order or decree remains unstayed and in effect for 60
consecutive days; or
(xi) Intentionally Omitted.
(b) The Holders of a majority in aggregate principal amount
of the Notes then outstanding by notice to the Trustee may on behalf
of the Holders of all of the Notes waive any existing Default or Event
of Default and its consequences under this Indenture except a
continuing Default or Event of Default in the payment of interest on,
premium, if any, or the principal of, any Note held by a non-
consenting Holder.
(c) Specific rights and remedies of the Trustee under the
Collateral Documents shall include the right of the Trustee or the
appropriate Person under federal or state law to sell the Note
Collateral and to apply the net proceeds to the Indebtedness evidenced
by the Notes in accordance with the terms of this Indenture and the
Collateral Documents. The Collateral Documents shall generally
provide for the application of the internal laws of the state where
such Note Collateral is located while this Indenture, the Notes and
any Note Guarantee shall provide, with certain exceptions, for the
application of the internal laws of the State of New York. There is
no certainty regarding whether New York or other state law would be
applied by any court with respect to the enforcement of remedies under
the Notes, this Indenture, any Note Guarantee or the Collateral
Documents.
(d) Intentionally Omitted."
v. The provision entitled "Conditions to Legal or Covenant
Defeasance," set forth in Section 8.04 of the Indenture, is hereby deleted
in its entirety and the following is hereby substituted in its place:
"(a) The following shall be the conditions to the application
of either Section 8.02 or 8.03 hereof to the outstanding Notes:
(i) the Company must irrevocably deposit with the
Trustee, in trust, for the benefit of the Holders of the Notes,
cash in United States dollars, non-callable Government
Securities, or a combination thereof, in such amounts as will
be
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sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal, premium,
if any, and interest due on the outstanding Notes on the stated
maturity date or on the applicable redemption date, as the case
may be, of such principal, premium, if any, or interest on the
outstanding Notes;
(ii) in the case of an election under Section 8.02
hereof, the Company shall have delivered to the Trustee an
Opinion of Counsel in the United States reasonably acceptable
to the Trustee confirming that, subject to customary
assumptions and exclusion, (A) the Company has received from,
or there has been published by, the United States Internal
Revenue Service a ruling or (B) since the Issuance Date of this
Indenture, there has been a change in the applicable U.S.
federal income tax law, in either case to the effect that, and
based thereon such Opinion of Counsel in the United States
shall confirm that, subject to customary assumptions and
exclusions, the Holders of the outstanding Notes will not
recognize income, gain or loss for U.S. federal income tax
purposes as a result of such Legal Defeasance and will be
subject to U.S. federal income tax on the same amounts, in the
same manner and at the same times as would have been the case
if such Legal Defeasance had not occurred;
(iii) Intentionally Omitted;
(iv) no Default or Event of Default shall have occurred
and be continuing pursuant to clause (i), (ii), (ix) or (x) set
forth in paragraph (a) of Section 6.01 hereof on the date of
such deposit;
(v) such Legal Defeasance or Covenant Defeasance shall
not result in a breach or violation of, or constitute a default
under, any material agreement or instrument (other than this
Indenture) to which the Company or any of its Subsidiaries is a
party or by which the Company or any of its Subsidiaries is
bound;
(vi) Intentionally Omitted;
(vii) the Company shall have delivered to the Trustee an
Officers' Certificate stating that the deposit was not made by
the Company with the intent of defeating, hindering, delaying
or defrauding any creditors of the Company or others; and
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(viii) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel in the United
States (which Opinion of Counsel may be subject to customary
assumptions and exclusions) each stating that all conditions
precedent provided for or relating to the Legal Defeasance or
the Covenant Defeasance have been complied with."
2. The Proposed Amendments to the Indenture set forth in this
Fifth Supplemental shall become operative only upon the Acceptance Date, as
defined in the Offer to Purchase.
3. This instrument may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument, and
any of the parties hereto may execute the instrument by signing such
counterpart.
4. If and to the extent that any provision of the Fifth
Supplemental Indenture limits, qualifies or conflicts with another provision
included in this Fifth Supplemental Indenture or in the Indenture, which is
required to be included in this Fifth Supplemental Indenture or the Indenture by
any of the provisions of Section 310 to 318, inclusive, of the Trust Indenture
Act of 1939, as amended (the "TIA"), such required provision of the TIA shall
control.
5. Pursuant to Section 9.05 of the Indenture, all Notes
authenticated and delivered after the date hereof in exchange for or in lieu of
any Notes theretofore issued shall have imprinted or stamped thereon a legend in
substantially the following form:
"The Indenture has been amended pursuant to a Fifth
Supplemental Indenture dated as of November 24, 1998, copies
of which are available from Grand or the Trustee."
6. This Fifth Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York, as applied to
contracts made and performed within the State of New York, without regard to
principles of conflict of law.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto caused this Fifth Supplemental
Indenture to be signed and acknowledged by their respective officers thereunto
duly authorized and their respective corporate seals to be hereunto duly affixed
and attested, all as of the day and year first above written.
ISSUER:
GRAND CASINOS, INC.
Timothy Cope
--------------------------------------------
By: Timothy J. Cope
Its: Chief Financial Officer
GUARANTORS:
GRAND CASINOS RESORTS, INC.
Timothy Cope
--------------------------------------------
By: Timothy J. Cope
Its: Chief Financial Officer
GRAND CASINOS OF MISSISSIPPI, INC. - GULFPORT
Timothy Cope
--------------------------------------------
By: Timothy J. Cope
Its: Chief Financial Officer
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GRAND CASINOS OF MISSISSIPPI, INC. - BILOXI
Timothy Cope
--------------------------------------------
By: Timothy J. Cope
Its: Chief Financial Officer
GRAND CASINOS BILOXI THEATER, INC.
Timothy Cope
--------------------------------------------
By: Timothy J. Cope
Its: Chief Financial Officer
MILLE LACS GAMING CORPORATION
Timothy Cope
--------------------------------------------
By: Timothy J. Cope
Its: Chief Financial Officer
GRAND CASINOS OF LOUISIANA, INC. - TUNICA -
BILOXI
Timothy Cope
--------------------------------------------
By: Timothy J. Cope
Its: Chief Financial Officer
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GRAND CASINOS OF LOUISIANA, INC. -
COUSHATTA
Timothy Cope
--------------------------------------------
By: Timothy J. Cope
Its: Chief Financial Officer
GCA ACQUISITION SUBSIDIARY, INC.
Timothy Cope
--------------------------------------------
By: Timothy J. Cope
Its: Chief Financial Officer
BL DEVELOPMENT CORP.
Timothy Cope
--------------------------------------------
By: Timothy J. Cope
Its: Chief Financial Officer
GRAND CASINOS NEVADA I, INC.
Timothy Cope
--------------------------------------------
By: Timothy J. Cope
Its: Chief Financial Officer
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BL RESORTS I, LLC
Timothy Cope
--------------------------------------------
By: Timothy J. Cope
Its: Chief Financial Officer
GCG RESORTS I, LLC
Timothy Cope
--------------------------------------------
By: Timothy J. Cope
Its: Chief Financial Officer
NEW GUARANTORS
GRAND CASINOS PECHANGA, INC.
Timothy Cope
--------------------------------------------
By: Timothy J. Cope
Its: Chief Financial Officer
GRAND CASINOS WASHINGTON, INC.
Timothy Cope
--------------------------------------------
By: Timothy J. Cope
Its: Chief Financial Officer
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GRAND MEDIA & ELECTRONICS
DISTRIBUTING, INC.
Timothy Cope
--------------------------------------------
By: Timothy J. Cope
Its: Chief Financial Officer
TRUSTEE:
FIRSTAR BANK OF MINNESOTA, N.A.
Frank P. Leslie, III
--------------------------------------------
By: Frank P. Leslie, III
Its: Vice President
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