Exhibit 4.2


 


SUPPLEMENTAL INDENTURE


 


This
SUPPLEMENTAL INDENTURE, dated as of January 23, 2004, is by and among GNLV,
CORP., a Nevada corporation, GNL, CORP., a Nevada corporation, Golden Nugget
Experience, LLC, a Nevada limited liability company (collectively, the “Guarantors”), Poster
Financial Group, Inc., a Nevada corporation (the “Company”), and HSBC Bank USA, as trustee
(the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the
Company and the Trustee are parties to an Indenture, dated as of December 3,
2003 (the “Indenture”), providing for the issuance
by the Company of its 8 3/4% Senior Secured Notes due 2011 (the “Notes”);


 


WHEREAS, the
Indenture provides that under certain circumstances the Company shall cause the
Guarantors to execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guarantors shall provide the guarantee set forth in
Article 10 of the Indenture and otherwise assume the obligations and accept the
rights of a Guarantor under the Indenture; and


 


WHEREAS,
pursuant to Section 9.06 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 parties hereby
covenant and agree as follows for the benefit of each other and for the equal
and ratable benefit of the Holders of the Notes:


 


1.             Capitalized Terms. 
Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Indenture.


 


2.             Guarantee.  Each of
the Guarantors hereby provides the guarantee set forth in Article 10 of the
Indenture and otherwise assumes the obligations and accepts the rights of a
Guarantor under the Indenture, in each case with the same effect and to the
same extent as if it had been named in the Indenture as a Guarantor.


 


3.             No Recourse Against Others.  No past, present or future director, officer, employee,
incorporator or stockholder of the Company or any of the Guarantors, as such,
shall have any liability for any obligations of the Company or of the
Guarantors under the Notes, this Supplemental Indenture, the Indenture, the
Guarantees or the Collateral Documents or for any claim based on, in respect
of, or by reason of, such obligations or their creation.  Each Holder by accepting a Note waives and
releases all such liability.  The waiver
and release are part of the consideration for issuance of the Notes and the
Guarantees.


 


4.             Governing Law.  THE
INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
SUPPLEMENTAL INDENTURE 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.


 


5.             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.


 


6.             Effect of Headings. 
The Section headings herein are for convenience only and shall not affect
the construction hereof.


 


7.             Trustee’s Disclaimer.  The Trustee shall not be responsible for, and makes no
representation as to, the validity or adequacy of this Supplemental Indenture
and it shall not be responsible for any statement or recital herein.


 


[Signature pages follow]


 

















 


IN WITNESS
WHEREOF, each of the undersigned has executed this Supplemental Indenture as of
the date set forth in the introductory paragraph of this Supplemental
Indenture.


 


	
   

  	
  Company:

  
	
   

  	
   

  
	
   

  	
  Poster Financial Group, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Timothy N. Poster

  	
   

  
	
   

  	
   

  	
   Name:

  	
  Timothy N. Poster

  
	
   

  	
   

  	
   Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  Guarantors:

  
	
   

  	
   

  
	
   

  	
  GNLV, CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Thomas C. Breitling

  	
   

  
	
   

  	
   

  	
   Name:

  	
  Thomas C. Breitling

  
	
   

  	
   

  	
   Title:

  	
  President, Secretary and Treasurer

  
	
   

  	
   

  
	
   

  	
  GNL, CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Thomas C. Breitling

  	
   

  
	
   

  	
   

  	
   Name:

  	
  Thomas C. Breitling

  
	
   

  	
   

  	
   Title:

  	
  President, Secretary and Treasurer

  
	
   

  	
   

  
	
   

  	
  Golden Nugget Experience, LLC

  
	
   

  	
   

  
	
   

  	
  By: GNLV, CORP., as Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Thomas C. Breitling

  	
   

  
	
   

  	
   

  	
   Name:

  	
  Thomas C. Breitling

  
	
   

  	
   

  	
   Title:

  	
  President, Secretary and Treasurer

  
					



 


 


SIGNATURE PAGE TO THE SUPPLEMENTAL INDENTURE


 

















 


 


	
   

  	
  Trustee:

  
	
   

  	
   

  
	
   

  	
  HSBC Bank USA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Deirdra N. Ross

  	
   

  
	
   

  	
   

  	
   Name:  

  	
  Deirdra N. Ross

  
	
   

  	
   

  	
   Title:

  	
  Assistant Vice President

  
					



 


 


SIGNATURE PAGE TO THE SUPPLEMENTAL INDENTURE