Exhibit 4.6
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HARVEYS CASINO RESORTS,
Issuer
HARVEYS TAHOE MANAGEMENT COMPANY, INC.,
HARVEYS C.C. MANAGEMENT COMPANY, INC.,
HARVEYS IOWA MANAGEMENT COMPANY, INC. and
HARVEYS L.V. MANAGEMENT COMPANY, INC.,
as Guarantors
and
IBJ ▇▇▇▇▇▇▇▇ BANK & TRUST COMPANY,
Trustee
FOURTH SUPPLEMENTAL INDENTURE
Dated as of December 24, 1998
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$150,000,000
10 5/8% SENIOR SUBORDINATED NOTES DUE 2006
Supplementing the Indenture Dated as of May 15, 1996 among Harveys Casino
Resorts, Issuer, Harveys C.C. Management Company, Inc., Harveys Wagon Wheel
Casino Limited Liability Company, Harveys Iowa Management Company, Inc. and
Harveys L.V. Management Company, Inc., as Guarantors, and IBJ ▇▇▇▇▇▇▇▇ Bank &
Trust Company, Trustee, as amended and supplemented to date
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THIS FOURTH SUPPLEMENTAL INDENTURE (the "Fourth Supplemental
Indenture"), dated as of December 24, 1998, among HARVEYS CASINO RESORTS, a
Nevada corporation (the "Issuer"), and HARVEYS TAHOE MANAGEMENT COMPANY, INC.,
a Nevada corporation, HARVEYS C.C. MANAGEMENT COMPANY, INC., a Nevada
corporation, HARVEYS IOWA MANAGEMENT COMPANY, INC., a Nevada corporation and
HARVEYS L.V. MANAGEMENT COMPANY, INC., a Nevada corporation (the "Guarantors"),
and IBJ ▇▇▇▇▇▇▇▇ BANK & TRUST COMPANY, a New York banking corporation, as
Trustee (the "Trustee"), under the Indenture dated as of May 15, 1996 (the
"Original Indenture"), as amended and supplemented by a First Supplemental
Indenture dated as of June 5, 1996 (the "First Supplemental Indenture"), a
Second Supplemental Indenture dated as of May 22, 1997 (the "Second Supplemental
Indenture") and a Third Supplemental Indenture dated as of December 24, 1998
(the "Third Supplemental Indenture") (the Original Indenture as so amended and
supplemented by the First Supplemental Indenture, the Second Supplemental
Indenture and the Third Supplemental Indenture, the "Indenture").
W I T N E S S E T H :
WHEREAS, the Issuer has issued its 10 5/8% Senior Subordinated Notes
Due 2006 (the "Securities") pursuant to the Indenture;
WHEREAS, the Issuer has entered into an Agreement and Plan of Merger
dated as of February 1, 1998 with Harveys Acquisition Corporation, a Nevada
corporation ("HAC"), pursuant to which, subject to the terms and conditions
thereof, HAC would be merged with and into the Issuer, the Issuer to be the
surviving corporation (the "Merger");
WHEREAS, the Issuer has requested that the holders (the "Holders") of
the Securities waive one time the applicability to the Merger of section 3.24 of
the Indenture;
WHEREAS, the Issuer and the Guarantors wish to amend or waive certain
provisions of the Indenture pursuant to section 7.2 thereof; and
WHEREAS, the Trustee has received evidence satisfactory to it of the
consent of the holders of not less than two-thirds of the aggregate principal
amount of the Securities outstanding to the waiver set forth herein, pursuant to
section 6.1 of the Indenture.
1
NOW, THEREFORE, intending to be legally bound hereby, the parties
agree as follows. Capitalized terms used herein and not otherwise defined shall
have the meanings assigned to them in the Indenture.
ARTICLE I
WAIVER
All Holders and every subsequent holder of the Securities shall be
bound by the following waiver of the Indenture and the Securities:
Such persons expressly waive the necessity of the compliance by
the Issuer with its obligations set forth in section 3.24 of the
Indenture in connection with, and solely for the facilitation of, the
Merger of HAC, with and into the Issuer, the Issuer to be the
surviving corporation.
ARTICLE II
MISCELLANEOUS
Section 2.1 Except as amended hereby, all of the terms of the
Indenture shall remain and continue in full force and effect and are hereby
confirmed in all respects.
Section 2.2 This Fourth Supplemental Indenture and each and every
provision hereof shall be deemed to be a contract made under the laws of the
State of New York and for all purposes shall be construed in accordance with the
laws of such State.
Section 2.3 This Fourth Supplemental Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall constitute but one and the same instrument.
Section 2.4 In entering into this Fourth Supplemental Indenture, the
Trustee shall be entitled to the benefit of every provision of the Indenture
relating to the conduct or affecting the liability of or affording protection to
the Trustee, whether or not elsewhere herein so provided.
2
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the date hereof.
HARVEYS CASINO RESORTS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Sr. Vice President/CFO/Treasurer
IBJ ▇▇▇▇▇▇▇▇ BANK & TRUST COMPANY,
as Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
HARVEYS C.C. MANAGEMENT COMPANY, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Sr. Vice President/CFO/Treasurer
HARVEYS TAHOE MANAGEMENT COMPANY,
INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Sr. Vice President/CFO/Treasurer
HARVEYS IOWA MANAGEMENT COMPANY, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Sr. Vice President/CFO/Treasurer
HARVEYS L.V. MANAGEMENT COMPANY, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Sr. Vice President/CFO/Treasurer