EXHIBIT 10.1
AMENDMENT NO. 5 TO AMENDED AND RESTATED REDUCING REVOLVING LOAN
AGREEMENT AND WAIVER
This Amendment No. 5 to Amended and Restated Reducing Revolving Loan
Agreement and Waiver (this "Amendment") is entered into with reference to the
Amended and Reducing Revolving Loan Agreement dated as of October 14, 1998 among
Pinnacle Entertainment, Inc. (acting under its former name, Hollywood Park, Inc.
and referred to herein as "Borrower"), the Banks party thereto, Societe Generale
and Bank of Scotland, as Managing Agents, First National Bank of Commerce, as
Co-Agent, and Bank of America, N.A. (under its former name, Bank of America
National Trust and Savings Association), as Administrative Agent (the "Loan
Agreement"). Capitalized terms used but not defined herein are used with the
meanings set forth for those terms and in the Loan Agreement.
Borrower and the Administrative Agent, acting with the consent of the
Requisite Banks pursuant to Section 11.2 of the Loan Agreement, agree as
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follows:
1. Additional and Amended Definitions: Section 1.1 of the Loan
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Agreement is hereby amended to add the following defined terms thereto:
"Argentina Distributable Income" means, for any fiscal period, that
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portion of the net income of Casino Magic Neuquen, S.A., an Argentina
corporation, for that period which in accordance with all applicable
Laws, contracts and other restrictions binding upon Borrower and its
Subsidiaries, may be distributed to Borrower and its Restricted
Subsidiaries during that period in cash, after deduction of all
withholding and other domestic and foreign taxes and other amounts
limiting such distribution, whether or not so distributed.
"Incremental Commitment Fee" means, during each Pricing Period for
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which the Funded Debt Ratio, as of the last day of the Fiscal Quarter
most recently ended prior to the commencement of that Pricing Period,
was in excess of 4.50:1.00, an additional commitment fee equal to 12.5
basis points per annum.
"Incremental Letter of Credit Fee" means, during each Pricing Period,
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an additional letter of credit fee which is equal to any Incremental
Margin for that Pricing Period.
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"Incremental Margin" means, during each Pricing Period for which the
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Funded Debt Ratio, as of the last day of the Fiscal Quarter most
recently ended prior to the commencement of that Pricing Period, was
(a) in excess of 4.50:1.00, but equal to or less than 5.00:1.00, an
additional component of interest equal to 25.00 basis points per
annum, (b) in excess of 5.0:1.00, but equal to or less than 5.50, an
additional component of interest equal to 50.00 basis points per annum
(c) in excess of 5.50:1.00, an additional component of interest equal
to 75.00 basis points per annum.
"Net Available Cash" means, as of each date of determination, the net
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balance of the consolidated Cash and Cash Equivalents of Borrower and
its Restricted Subsidiaries as of that date, minus $45,000,000.
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"Net Funded Debt Ratio" means, as of each date of determination, ratio
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which results from subtracting Net Available Cash from the numerator
of the Funded Debt Ratio as of that date.
"Restricted Period" means the period from July 1, 2001 through and
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including the later date upon which the Borrower delivers a Compliance
Certificate to the Administrative Agent demonstrating that the Funded
Debt Ratio for the then most recently ended Fiscal Quarter is less
than 4.00:1.00.
and to amend the following defined terms to read in full as follows:
"Adjusted EBITDA" means, with respect to any fiscal period, EBITDA for
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that fiscal period plus (a) any pre-opening and related promotional
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expenses recorded during that fiscal period for a new Gaming Property,
plus (b) any transactional expenses incurred in connection with the
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acquisition of a new Gaming Property plus (c) the amount by which
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EBITDA for such fiscal period would have been increased if the Merger
had occurred on the first day of the fiscal period, but excluding
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EBITDA attributable to any Foreign Subsidiary except to the extent
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actually received in Dollars in the United States of America by
Borrower, net of all taxes thereon imposed by the Laws of a
jurisdiction other than the United States of America or a State
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thereof , but in any event including Argentina Distributable Income
for that fiscal period. EBITDA of a Foreign Subsidiary shall be
deemed "received" by Borrower (y) to the extent a dividend is paid to
Borrower by the Foreign Subsidiary, when such dividend is received in
Dollars in
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the United States of America by Borrower and (z) to the extent that
amounts are advanced as a loan to Borrower by the Foreign Subsidiary,
when such advance is received in Dollars in the United States of
America by Borrower provided that (A) the aggregate outstanding
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amount of such advances shall at no time exceed the aggregate EBITDA
of the Foreign Subsidiary attributable to Borrower's proportionate
ownership of such Foreign Subsidiary which has not previously been
dividended to Borrower and (B) the Indebtedness of Borrower to the
Foreign Subsidiary arising from such advances is canceled and offset
by a dividend (which dividend shall not be deemed "received" for
purposes of clause (y) above) paid by the Foreign Subsidiary to
Borrower with respect to each Fiscal Year within three (3) months
following the end of that Fiscal Year.
2. New Section 3.18 Incremental Pricing. The Loan Agreement is
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hereby amended to add thereto a new Section 3.18, to read in full as follows:
"3.18 Incremental Pricing. During the entirety of each Pricing
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Period which begins two months following the last day of a Fiscal
Quarter for which Funded Debt Ratio is in excess of 4.00:1.00,
Borrower shall pay additional interest, letter of credit fees and
commitment fees in an amount equal to the Incremental Margin,
Incremental Letter of Credit Fee and the Incremental Commitment Fee.
The Incremental Margin shall be added to the Applicable Alternative
Base Rate Margin and the Applicable Eurodollar Rate Margin, as
appropriate, in determining the interest rates applicable during that
Pricing Period. The Incremental Letter of Credit Fee shall be added
to the Applicable Standby Letter of Credit Fees in determining the
letter of credit fees applicable during that Pricing Period. The
Incremental Commitment Fee shall be added to the Applicable Commitment
Fee Rate in determining the commitment fees applicable during that
Pricing Period."
3. Capital Expenditures - Section 6.14. Section 6.14 of the Loan
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Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding any other provision of this Section, during the
Restricted Period, Borrower shall not, and shall not permit any of the
Restricted Subsidiaries to, make any Capital Expenditure other than
(i) Maintenance Capital Expenditures, (ii) Capital Expenditures
associated with the capital projects identified on Schedule A hereto
(and in amounts which, following July 1, 2001,
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are not in excess of the amounts set forth on that schedule), and
(iii) Capital Expenditures in an amount not to exceed $225,000,000
made following July 1, 2001 with respect to the Lake Charles,
Louisiana project.
4. Amendment to Interest Coverage Ratio - Section 6.11. Section
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6.11 of the Loan Agreement is hereby amended so that the following are the
required ratios as of the dates set forth below:
Fiscal Quarter or Period Minimum Interest Coverage Ratio
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September 30, 2001 through
March 31, 2002 1.10:1.00
June 30, 2002 through
December 31, 2002 1.25:1.00
March 31, 2003 and
June 30, 2003 1.50:1.00
Thereafter 2.00:1.00
5. Amendment to Funded Debt Ratio - Section 6.13. Section 6.13 of
the Loan Agreement is hereby amended to read in full as follows [with the word
added to the preamble emphasized for the convenience of the reader]:
"Permit the Net Funded Debt Ratio, as of the last day of any Fiscal
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Quarter ending after the Closing Date, to be greater than the ratio
set forth below opposite such Fiscal Quarter or the period during
which such Fiscal Quarter ends:
Fiscal Quarter or Period Maximum Net Funded Debt Ratio
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September 30, 2001 and 5.45:1.00
December 31, 2001
March 31, 2002 through June 30, 5.35:1.00
2003
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Thereafter 4.50:1.00"
6. Waiver of Interest Coverage Ratio as of June 30, 2001. Compliance
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with Section 6.11 of the Loan Agreement is hereby waived in respect of the
Fiscal Quarter ended June 30, 2001; provided, that the Interest Coverage Ratio
in effect for such Fiscal Quarter is not less than 2.00:1.00.
7. Waiver of Funded Debt Ratio as of June 30, 2001. Compliance
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with Section 6.13 of the Loan Agreement is hereby waived in respect of the
Fiscal Quarter ended June 30, 2001; provided, that the Funded Debt Ratio in
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effect for such Fiscal Quarter is not greater than 4.00:1.00.
8. Waiver of Intercompany Notes. The Loan Documents heretofore
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required that notes evidencing intercompany indebtedness owed by the Restricted
Subsidiaries to the Borrower be pledged to the Administrative Agent as security
for the obligations. Pursuant to Amendment No. 1 the Banks authorized the
Administrative Agent to return these notes to the Borrower. For the avoidance of
doubt, the Administrative Agent and the Banks hereby waive any requirement
(formerly expressed in the Loan Documents) that any such notes be pledged to the
Administrative Agent and the Banks.
9. Representations and Warranties. Borrower represents and warrants
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that as of the date hereof and giving effect to this Amendment, no Default or
Event of Default exists.
10. No Other Waivers. The waivers contained in Section 6 and
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Section 7 of this Amendment are expressly limited to the facts and circumstances
referred to therein and shall not operate as a waiver of or a consent to non-
compliance with any other section of the Loan Agreement or any of the other Loan
Documents. The waivers contained in Section 6 and Section 7 are only effective
for the specific instances, for the specific purposes and for the specific
period for which given.
11. Activation Fee. In consideration of the execution of this
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Amendment by the Administrative Agent and the Required Lenders, Borrower agrees
that if as of the first day following the date of this Amendment upon which it
requests Loans under the Loan Agreement, the Funded Debt Ratio is effect as of
the last day of the then most recently ended Fiscal Quarter for which Borrower
has delivered a Compliance Certificate is in excess of 4.00:1.00, then Borrower
shall concurrently pay to each of the Lenders through the Administrative Agent
an
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activation fee of 1% (100 basis points) times the Pro Rata Share of the
Commitment held by each Lender.
12. Conditions Precedent. The effectiveness of this Amendment is
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conditioned upon the receipt by the Administrative Agent of the following, each
properly executed by a Responsible Official of each party thereto and dated as
of the date hereof:
(1) Counterparts of this Amendment executed by all parties
hereto;
(2) Written consent of the Requisite Banks as required under
Section 11.2 of the Loan Agreement in the form of Exhibit A
to this Amendment;
(3) Written consent of the Subsidiary Guarantors in the form of
Exhibit B to this Amendment; and
(4) A fee, for the account of each Bank which has approved this
Amendment on or prior to July 23, 2001, in an amount equal
to 10 basis points times its Pro Rata Share of the
Commitment.
13. Confirmation. In all respects, the terms of the Loan Agreement
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(as amended hereby) are hereby confirmed.
IN WITNESS WHEREOF, Borrower and the Administrative Agent have
executed this Amendment as of July 23, 2001 by their duly authorized
representatives.
PINNACLE ENTERTAINMENT, INC.
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Financial Officer
BANK OF AMERICA, N.A.,
as Administrative Agent
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
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Exhibit A
To Amendment No. 5 to Amended and Restated Reducing Revolving Loan Agreement
and Waiver
CONSENT OF BANK
Reference is hereby made to the Amended and Restated Reducing
Revolving Loan Agreement dated as of October 14, 1998 (as heretofore amended,
the "Loan Agreement") among Pinnacle Entertainment, Inc. (then known as
"Hollywood Park, Inc." and herein, "Borrower"), the Banks party thereto, Societe
Generale and Bank of Scotland, as Managing Agents, First National Bank of
Commerce, as Co-Agent, and Bank of America, N.A. (then known as "Bank of America
National Trust and Savings Association"), as Administrative Agent.
The undersigned Bank hereby consents to the execution and delivery of
Amendment No. 5 to Amended and Restated Reducing Loan Agreement and Waiver by
the Administrative Agent on its behalf, substantially in the form of the most
recent draft thereof presented to the undersigned Bank.
Date: July 23, 2001.
BANK OF AMERICA, N.A.
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Managing Director
BANK OF SCOTLAND
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇, Vice President
CIBC Inc.
By: ▇▇▇▇ ▇▇▇▇▇▇▇, Managing Director
HIBERNIA BANK
By: ▇▇▇▇ Wales, Vice President
Societe Generale
By: ▇▇▇▇▇▇ ▇▇▇, Managing Director
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Exhibit B
To Amendment No. 5 to Amended and Restated Reducing Revolving Loan Agreement
and Waiver
CONSENT OF SUBSIDIARY GUARANTORS
Reference is hereby made to the Amended and Restated Reducing
Revolving Loan Agreement dated as of October 14, 1998 (as heretofore amended,
the "Loan Agreement") among Pinnacle Entertainment, Inc. (then known as
"Hollywood Park, Inc." and herein, "Borrower"), the Banks party thereto, Societe
Generale and Bank of Scotland, as Managing Agents, First National Bank of
Commerce, as Co-Agent, and Bank of America, N.A. (then known as "Bank of America
National Trust and Savings Association"), as Administrative Agent.
Each of the undersigned Subsidiary Guarantors hereby consent to
Amendment No. 5 to Amended and Restated Reducing Revolving Loan Agreement and
Waiver in the form executed by Borrower and confirms that the Subsidiary
Guaranty (General) and the Subsidiary Guaranty (Crystal Park), as applicable,
and all Collateral Documents to which it is a party remain in full force and
effect.
Date: July 23, 2001
HP YAKAMA, INC., HP/COMPTON, INC.,
a Delaware corporation a California corporation
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Financial By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Financial
Officer Officer
CRYSTAL PARK HOTEL AND CASINO BOOMTOWN, INC.,
DEVELOPMENT COMPANY LLC, a Delaware corporation
a California limited liability company
By: HP/▇▇▇▇▇▇▇, INC., By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Financial
a California corporation, Officer
its manager
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief
Financial Officer
MISSISSIPPI-I GAMING, L.P., BOOMTOWN HOTEL & CASINO, INC.,
a Mississippi limited partnership a Nevada corporation
By: BAYVIEW YACHT CLUB, INC., By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Financial
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a Mississippi corporation, Officer
its general partner
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Financial
Officer
LOUISIANA-I GAMING, L.P., BAYVIEW YACHT CLUB, INC.,
a Louisiana partnership in commendam, a Mississippi corporation
By: LOUISIANA GAMING ENTERPRISES, By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Financial
INC., a Louisiana corporation, Officer
its general
Partner
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Financial
Officer
BELTERRA RESORT INDIANA, LLC LOUISIANA GAMING ENTERPRISES, INC.,
(formerly known as Indiana Ventures LLC), a Louisiana corporation
a Nevada limited liability company
By: PINNACLE ENTERTAINMENT, INC., By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Financial
(successor to Boomtown Hoosier, Inc.), Officer
a Delaware corporation,
as Manager Member
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Financial
Officer
CASINO MAGIC CORP., MARDI GRAS CASINO CORP.,
a Minnesota corporation a Mississippi corporation
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Financial By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Financial
Officer Officer
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BILOXI CASINO CORP., CASINO MAGIC FINANCE CORP.,
a Mississippi corporation a Mississippi corporation
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Financial By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Financial
Officer Officer
BAY ST. LOUIS CASINO CORP., CASINO ONE CORPORATION,
a Mississippi corporation a Mississippi corporation
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Financial By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Financial
Officer Officer
JEFFERSON CASINO CORPORATION, CASINO MAGIC OF LOUISIANA CORP.,
a Louisiana corporation a Louisiana corporation
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Financial By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Financial
Officer Officer
CASINO MAGIC MANAGEMENT
SERVICES CORP,
a Minnesota corporation.
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Chief Financial
Officer
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Schedule A
CAPITAL EXPENDITURES SCHEDULE (000=s)
June 30, September 30, December 31, March 31,
In Process 2001 2001 2001 2002 Total
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Belterra $4,124 $2,500 $ 6,624
Boomtown $4,500 $4,500 $ 9,000
New Orleans
Casino $2,500 $5,000 $5,000 $12,500
Magic Biloxi
Boomtown $2,000 $ 2,000
Reno
Casino Magic
Bossier City $1,000 $4,000 $ 5,000
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