SUPPLEMENTAL INDENTURE (this Supplemental Indenture) dated as of July 20, 2020 among COLT MERGER SUB, INC., a Delaware corporation (the Escrow Issuer), ELDORADO RESORTS, INC., a Nevada corporation (the New Issuer), each of the parties that are signatories hereto as Guarantors, that are each subsidiary guarantors of the New Issuer (collectively, the New Guarantors), U.S. BANK NATIONAL ASSOCIATION, as trustee (the Trustee) and U.S. BANK NATIONAL ASSOCIATION, as collateral agent (in such capacity, the Collateral Agent).
W I T N E S E T H :
WHEREAS, the Escrow Issuer has heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the Indenture), dated as of July 6, 2020, providing for the issuance of 6.250% Senior Secured Notes due 2025 (the Notes), initially in the aggregate principal amount of $3,400,000,000;
WHEREAS, the Merger will occur substantially concurrent with the execution of this Supplemental Indenture;
WHEREAS, Section 4.20 of the Indenture provides that it is a condition to release of the Escrow Property from the Escrow Account that (a) the New Issuer shall assume all of the rights and obligations of the Escrow Issuer in respect of the Notes and the Indenture and be substituted for, and may exercise every right and power of, the Escrow Issuer under the Indenture and (b) each of the Guarantors will become a Guarantor under the Indenture, in each case, by the execution and delivery of this Supplemental Indenture; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture without the consent of the holders of the Notes.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:
1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term holders in this Supplemental Indenture shall refer to the term holders as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such holders. The words herein, hereof and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Agreement to be Bound. (a) The New Issuer acknowledges that is has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) unconditionally assume the Escrow Issuers obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in the Indenture; (ii) be bound by all applicable provisions of the Indenture as if made by, and with respect to the New Issuer; and (iii) perform all obligations and duties required of the Issuer pursuant to the Indenture. From and after the date hereof, all references in the Indenture to the Issuer shall refer to the New Issuer instead of the Escrow Issuer.
(b) Each New Guarantor hereby agrees, jointly and severally with all existing guarantors (if any), to unconditionally guarantee the Issuers Obligations under the Notes and the Indenture on the terms and