EXHIBIT 4.7
SIXTH SUPPLEMENTAL INDENTURE
THIS SIXTH SUPPLEMENTAL INDENTURE (the "Sixth Amendment") is dated as of
December 21, 1998, by and among GRAND CASINOS, INC., a Minnesota corporation
(the "Issuer"), GRAND CASINOS RESORTS, INC., GRAND CASINOS OF MISSISSIPPI,
INC.-GULFPORT, GRAND CASINOS OF MISSISSIPPI, INC.-BILOXI, GRAND CASINOS
BILOXI THEATER, INC., MILLE LACS GAMING CORPORATION, GRAND CASINOS OF
LOUISIANA, INC.-TUNICA- BILOXI, GRAND CASINOS OF LOUISIANA, INC.-COUSHATTA,
GCA ACQUISITION SUBSIDIARY, INC., BL DEVELOPMENT CORP., GRAND CASINOS NEVADA
I, INC., BL RESORTS I, LLC, and GCG RESORTS I, LLC, GRAND CASINOS PECHANGA,
INC., GRAND CASINOS WASHINGTON, INC. and GRAND MEDIA & ELECTRONICS
DISTRIBUTING, INC., (collectively, the "Guarantors"), GRAND CASINOS OF
MISSISSIPPI, LLC-GULFPORT (the "New Guarantor") and FIRSTAR BANK OF
MINNESOTA, N.A., a national association, as trustee (the "Trustee").
RECITALS:
WHEREAS, the Issuer, the Guarantors and the Trustee previously entered into
that certain Indenture dated as of November 30, 1995, as amended by First
Amendment to Indenture, dated as of May 10, 1996, as amended by Second Amendment
to Indenture, dated as of September 16, 1997, as amended by Third Amendment to
Indenture, dated September 25, 1997, as amended by Fourth Amendment to
Indenture, dated November 24, 1998, and as amended by Fifth Amendment to
Indenture, dated November 24, 1998 (collectively, the "Indenture"), providing
for the issuance of the Issuer's 10-1/8% First Mortgage Notes due December 1,
2003 (the "Notes"); and
WHEREAS, pursuant to Section 9.01(a)(v) of the Indenture, the Issuer, the
Guarantors and the Trustee may amend the Indenture without the consent of the
Holders of the Notes to make any change that would provide any additional rights
or benefits to the Holders of the Notes (including providing for additional Note
Guarantees pursuant to the Indenture); and
WHEREAS, pursuant to Article XI of the Indenture, the Issuer has formed an
additional Subsidiary identified as follows: Grand Casinos of Mississippi, LLC -
Gulfport, a Mississippi limited liability company (the "New Guarantor"); and
WHEREAS, pursuant to Article XI of the Indenture, the Issuer and each
Guarantor separately, independently and respectively desire to cause the New
Guarantor to become a "Guarantor" and to amend the Indenture to provide for the
same; and
WHEREAS, Grand Casinos of Mississippi, Inc.-Gulfport, a Minnesota
corporation and a wholly owned subsidiary of Resorts ("Gulfport Inc.") and Grand
Casinos of Mississippi, LLC-Interim Gulfport, a Minnesota limited liability
company and a wholly owned subsidiary of the
SIXTH SUPPLEMENTAL INDENTURE
Pledgor ("Gulfport LLC (MN)") have entered into that certain Articles of
Merger dated December 21, 1998 pursuant to which Gulfport Inc. will merge
with and into Gulfport LLC (MN), with Gulfport LLC (MN) as the surviving
entity; and
WHEREAS, Gulfport LLC (MN) and the New Guarantor have entered into that
certain Agreement and Plan of Merger dated December 21, 1998, pursuant to which
Gulfport LLC (MN) will merge with and into the New Guarantor with the New
Guarantor as the surviving entity; and
WHEREAS, in connection with the foregoing mergers, the New Guarantor
desires to assume all obligations of Gulfport Inc. under the Indenture and all
applicable Collateral Documents.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, each party hereto agrees as follows
for the benefit of the others and for the equal and ratable benefit of the
Holders:
Section 1. DEFINITIONS. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed in the Indenture.
Section 2. ADDITIONAL NOTE GUARANTEES. Pursuant to Section 11.02 of
the Indenture, the New Guarantor hereby, on a senior basis, jointly and
severally unconditionally guarantees the Company's obligations under the Notes,
the Indenture, and the Collateral Documents to the full extent specified in
Article XI of the Indenture as if such New Guarantor was a Guarantor at the time
of execution of the Indenture on November 30, 1995.
Section 3. ASSUMPTION OF GULFPORT, INC. OBLIGATIONS. The New
Guarantor, as the successor by the merger to Gulfport, Inc., hereby assumes and
agrees to be bound by all of the terms, covenants and provisions of each
Collateral Document that has been previously executed and delivered by Gulfport
Inc. to the Trustee.
Section 4. REPRESENTATIONS AND WARRANTIES. The Issuer, the Guarantors
and the New Guarantor represent and warrant to the Trustee that this Sixth
Amendment constitutes the respective legal, valid and binding obligations of
each of said parties, enforceable in accordance with its terms (subject as to
enforcement of remedies to any applicable bankruptcy, reorganization, moratorium
or similar laws or principles of equity affecting the enforcement of creditor's
rights generally).
Section 5. ENTIRE AGREEMENT; RATIFICATION. This Sixth Amendment
represents the entire agreement between the parties and supersedes any prior
agreements or understandings with respect to the subject matter hereof. Except
as modified or supplemented in connection herewith, the Indenture shall continue
in full force and effect in accordance with its original terms.
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SIXTH SUPPLEMENTAL INDENTURE
Section 6. GOVERNING LAW. This Sixth Amendment shall be governed by
and construed in accordance with the laws of the State of New York and the
United States of America.
Section 7. COUNTERPARTS. This Fourth Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument. In making proof hereof, it shall not be necessary to produce
or account for any counterpart other than the one signed by the party against
which enforcement is sought.
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SIXTH SUPPLEMENTAL INDENTURE
IN WITNESS WHEREOF, this Sixth Supplemental Indenture is executed as of the
date first above written.
ISSUER:
GRAND CASINOS, INC.
BY: /s/ Timothy Cope
------------------------------------
Name: Timothy J. Cope
Title: CFO
GUARANTORS:
GRAND CASINOS OF MISSISSIPPI, INC.-BILOXI
BY: /s/ Timothy Cope
------------------------------------
Name: Timothy J. Cope
Title: CFO
GRAND CASINOS BILOXI THEATER, INC.
BY: /s/ Timothy Cope
------------------------------------
Name: Timothy J. Cope
Title: CFO
MILLE LACS GAMING CORPORATION
BY: /s/ Timothy Cope
------------------------------------
Name: Timothy J. Cope
Title: CFO
GRAND CASINOS OF LOUISIANA, INC.-TUNICA-BILOXI
BY: /s/ Timothy Cope
-------------------------------------
Name: Timothy J. Cope
Title: CFO
SIXTH SUPPLEMENTAL INDENTURE
GRAND CASINOS OF LOUISIANA, INC.-COUSHATTA
BY: /s/ Timothy Cope
-------------------------------------
Name: Timothy J. Cope
Title: CFO
GCA ACQUISITION SUBSIDIARY, INC.
BY: /s/ Timothy Cope
-------------------------------------
Name: Timothy J. Cope
Title: CFO
BL DEVELOPMENT CORP.
BY: /s/ Timothy Cope
-------------------------------------
Name: Timothy J. Cope
Title: CFO
GRAND CASINOS NEVADA I, INC.
BY: /s/ Timothy Cope
-------------------------------------
Name: Timothy J. Cope
Title: CFO
BL RESORTS I, LLC
BY: /s/ Timothy Cope
-------------------------------------
Name: Timothy J. Cope
Title: CFO
GCG RESORTS I, LLC
BY: /s/ Timothy Cope
-------------------------------------
Name: Timothy J. Cope
Title: CFO
GRAND CASINOS PECHANGA, INC.
BY: /s/ Timothy Cope
-------------------------------------
Name: Timothy J. Cope
Title: CFO
SIXTH SUPPLEMENTAL INDENTURE
GRAND CASINOS WASHINGTON, INC.
BY: /s/ Timothy Cope
------------------------------------
Name: Timothy J. Cope
Title: CFO
GRAND MEDIA & ELECTRONICS DISTRIBUTING, INC.
BY: /s/ Timothy Cope
-------------------------------------
Name: Timothy J. Cope
Title: CFO
NEW GUARANTOR
GRAND CASINOS OF MISSISSIPPI, LLC - GULFPORT
BY: /s/ Timothy Cope
-------------------------------------
Name: Timothy J. Cope
Title: CFO
TRUSTEE
FIRSTAR BANK OF MINNESOTA, N.A.
BY: /s/ Frank Leslie
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Name: Frank P. Leslie, III
Title: Vice President