Hollywood Park, Inc. June 30, 1997 Form 10-Q
Exhibit 10.29
AMENDMENT NO. 1 TO
REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 1 to Reducing Revolving Loan Agreement (this
"Amendment") is entered into with reference to the Reducing Revolving Loan
Agreement dated as of March 27, 1997 among Hollywood Park, Inc. ("Borrower"),
the Banks party thereto, Bank of Scotland, Bankers Trust Company and Societe
Generale, as Co-Agents, and Bank of America National Trust and Savings
Association, as Managing Agent (the "Loan Agreement"). Capitalized terms used
but not defined herein are used with the meanings set forth for those terms in
the Loan Agreement.
Borrower and the Managing Agent, acting with the consent of all of the
Banks pursuant to Section 11.2 of the Loan Agreement, agree as follows:
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. Section 1.1. Section 1.1 of the Loan Agreement is amended:
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(a) by revising clause (a) in the definition of "Applicable
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Pricing Level" to read in full as follows:
"(a) for the Pricing Period from the Closing Date
through August 31, 1997, such Pricing Level as is set
forth in a written memorandum agreement dated as of
the Closing Date between Borrower and the Managing
Agent and"
(b) by revising the definition of "Crystal Park Property" to
read in full as follows:
"'Crystal Park Property' means the real property and
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improvements thereon known as the "Crystal Park Hotel
& Casino" located in Compton, California, comprised
of approximately 1/2 acre in a fee simple estate, a
leasehold estate in a portion of the air rights over
that fee simple estate and approximately
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40 acres in a leasehold estate and related
easements and appurtenances .
(c) by revising the first sentence of the definition of
Primary Commitment to read in full as follows:
"'Primary Commitment' means, subject to Sections 2.5 and
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2.6, $225,000,000; provided that availability of credit
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thereunder in excess of $150,000,000 is subject to
satisfaction of the further conditions precedent set forth
in Section 8.1A;"
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and
(d) by revising the definition of Subsidiary Guarantors to
read in full as follows:
"'Subsidiary Guarantors' means (a) with respect to the
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Primary Commitment credit facility so long as the
availability of credit thereunder does not exceed
$150,000,000, the Significant Subsidiaries other than
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Louisiana Gaming Enterprises, Inc., Louisiana-I Gaming,
L.P. and their Subsidiaries, (b) with respect to the
Primary Commitment credit facility if the initial
availability of credit thereunder exceeds $150,000,000,
the Significant Subsidiaries and (c) with respect to the
Alternative Commitment credit facility, the Significant
Subsidiaries other than Boomtown, Inc. and its
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Subsidiaries."
. Section 2.6A. The Loan Agreement is amended to add a new Section
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2.6A to read as follows:
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"2.6A Automatic Reduction of Primary Commitment or Alternative
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Commitment. The Primary Commitment or Alternative Commitment
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(whichever is then applicable) shall automatically be reduced
on the day after Borrower receives payment of the purchase
price for the Crystal Park Property upon the exercise by
Compton Entertainment, Inc. (or its successor) of
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its option to acquire the Crystal Park Property pursuant to
that certain Amended and Restated Agreement Respecting Pyramid
Casino dated July 14, 1995 among Borrower, Compton
Entertainment, Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ by an amount equal to
such payment (net of transaction costs incurred by Borrower in
connection therewith)."
. Section 5.9. Section 5.9 of the Loan Agreement is amended to add
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the following proviso at the end thereof:
"provided, however, that until such time as Louisiana Gaming
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Enterprises, Inc., Louisiana-I Gaming, L.P. and their
Subsidiaries have executed and delivered the Subsidiary
Guaranty and such Collateral Documents as are applicable to
them, no part of any Loans may be used for any improvement to
the New Orleans Property or for the acquisition of any Property
for use in, or in connection with, the New Orleans Property."
Section 5.17. The Loan Agreement is amended to add a new Section
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5.17 to read as follows:
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"5.17 Louisiana Gaming Board Approval. Promptly following the
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Closing Date, file all necessary applications with the
Louisiana Gaming Control Board seeking its approval for
Louisiana Gaming Enterprises, Inc., Louisiana-I Gaming, L.P.
and their Subsidiaries to execute and deliver the Subsidiary
Guaranty and such Collateral Documents as are applicable to
them, diligently prosecute such applications and, promptly
following approval of the Louisiana Gaming Control Board of
such applications, cause Louisiana Gaming Enterprises, Inc.,
Louisiana-I Gaming, L.P. and their Subsidiaries to execute and
deliver the Subsidiary Guaranty and such Collateral Documents."
. Section 8.1. Section 8.1 of the Loan Agreement is amended to
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make the following revisions:
(a) to revise clause (4) of Section 8.1(a) thereof, to read as
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follows:
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"(4) the Subsidiary Guaranty (General) executed by each
Subsidiary Guarantor (other than Crystal Park Hotel &
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Development Co., LLC, Louisiana Gaming Enterprises, Inc.,
Louisiana-I Gaming, L.P. and their Subsidiaries);"
(b) in clauses (6), (7), (8) and (21) of Section 8.1(a)
-- -- -- -- ------
thereof, to insert the words "(other than Louisiana Gaming
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Enterprises, Inc., Louisiana-I Gaming, L.P. and their
Subsidiaries)" after the words "Subsidiary Guarantor" wherever
such words appear;
(c) to revise subclause (a) of clause (9) of Section 8.1(a)
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thereof to add at the end thereof the words "and Bayview Yacht
Club, Inc.";
(d) to revise subclause (d) of clause (9) of Section 8.1(a)
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thereof to read as follows:
"(d) By Bayview Yacht Club, Inc. with respect to its
equity interest in Mississippi-I Gaming, L.P.;"
(e) to revise clause (14) of Section 8.1(a) thereof to read
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"[Intentionally Omitted];"
(f) to revise clause (17) of Section 8.1(a) thereof to read
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"[Intentionally Omitted];"
(g) to revise clause (18) of Section 8.1(a) thereof to read
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"[Intentionally Omitted];"
(h) to revise clause (20) of Section 8.1(a) thereof to read as
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follows:
"(20) written agreements executed by the holders of the
minority limited partnership interests in Mississippi-I
Gaming, L.P. to the effect that such holders consent to
the transactions contemplated by the Loan Documents, in
form and substance satisfactory to the Managing Agent;
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provided that this condition shall be waived if an Opinion
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of Counsel includes an opinion that such agreements are
not legally required and that the transactions
contemplated by the Loan Documents do not violate any
obligation or duty owed by Borrower or any of its
Subsidiaries to such holders;"
(i) to revise clause (22) of Section 8.1(a) thereof by
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inserting the words "described in clauses (a), (b), (c) and (d)
of the definition thereof" at the end of such clause;
(j) to revise clause (23) of Section 8.1(a) thereof by (i)
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inserting the words "(other than the New Orleans Property)"
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after the words "Real Property Collateral" and (ii) striking
the figures "$350,000,000" and inserting the figures and words
"$280,000,000 (disregarding for this purpose any appraised
value of the Crystal Park Property in excess of $25,000,000)"
at that place;
(k) to revise clause (24) of Section 8.1(a) thereof by
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inserting the words "(other than the New Orleans Deed of Trust)
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after the words "Deeds of Trust" in the third line thereof,
inserting the words "(other than the New Orleans Property)"
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after the words "Real Property Collateral" in the fourth line
thereof and striking the words "the Commitment" in the sixth
line thereof and inserting the figures "$150,000,000" at that
place;
(l) to revise clause (25) of Section 8.1(a) thereof by
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inserting "(other than the New Orleans Property)" after the
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words "Real Property Collateral";
(m) to revise clause (26) of Section 8.1(a) thereof by
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inserting the words "(other than the New Orleans Deed of
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Trust") after the words "Deeds of Trust" in the third line
thereof; and
(n) to revise clause (29) of Section 8.1(a) thereof to read
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"[Intentionally Omitted]."
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. Section 8.1A. The Loan Agreement is amended to add a new Section
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8.1A to read as follows:
"8.1A. Advances under Primary Commitment in Excess of
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$150,000,000. The obligation of each Bank to make the initial
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Advance under the Primary Commitment (and the obligation of the
Issuing Bank to issue the initial Letter of Credit) which,
giving effect to such Advance or Letter of Credit would result
in the sum of (i) the aggregate principal amount outstanding
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under the Notes, plus (ii) the Aggregate Effective Amount of
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all outstanding Letters of Credit, plus (iii) the Aggregate
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Effective Amount of all outstanding Outside Letters of Credit,
plus (iv) the Swing Line Outstandings to exceed $150,000,000 is
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subject to the following conditions precedent, each of which
shall be satisfied prior to the making of such an Advance or
the issuance of such a Letter of Credit (unless all of the
Banks, in their sole and absolute discretion, shall agree
otherwise):
(a) The Managing Agent shall have received all of the
following, each of which shall be originals unless
otherwise specified, each properly executed by a
Responsible Official of each party thereto, each dated as
of a date acceptable to the Managing Agent and each in
form and substance satisfactory to the Managing Agent and
its legal counsel (unless otherwise specified or, in the
case of the date of any of the following, unless the
Managing Agent otherwise agrees or directs):
(1) the documents required to be delivered pursuant to
clauses (4), (6), (7), (8), (9), (14), (18), (21),
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(22), (24), (25), and (26) of Section 8.1(a) as in
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effect immediately prior to the amendment thereof
pursuant to Paragraph 5 of Amendment No. 1 to
Reducing Revolving Loan Agreement, to the extent such
documents have not previously been delivered to the
Managing Agent;
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(2) written agreements executed by the holders of the
minority limited partnership interests in Louisiana-I
Gaming, L.P. to the effect that such holders consent
to the transactions contemplated by the Loan
Documents, in form and substance satisfactory to the
Managing Agent, provided that this condition shall be
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waived if an Opinion of Counsel includes an opinion
that such agreements are not legally required and
that the transactions contemplated by the Loan
Documents do not violate any obligation or duty owed
by Borrower or any of its Subsidiaries to such
holders, to the extent such agreements or Opinion of
Counsel have not previously been delivered to the
Managing Agent; and
(3) a written appraisal by a qualified independent
appraiser acceptable to the Managing Agent and
complying in all respects with FIRREA of the New
Orleans Property that, when added to the fair market
value of the appraisals previously delivered pursuant
to Section 8.1(a)(23), reflects an aggregate fair
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market value thereof of not less than $350,000,000
(disregarding for this purpose any appraised value of
the Crystal Park Property in excess of $25,000,000),
to the extent such appraisal has not previously been
delivered to the Managing Agent.
(b) The Managing Agent shall be satisfied that, upon filing or
recordation of the Collateral Documents delivered pursuant
to this Section 8.1A with the appropriate Governmental
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Agencies, the Lien of such Collateral Documents will be a
first priority perfected Lien on all of the assets of
Louisiana Gaming Enterprises, Inc. and Louisiana-I Gaming,
L.P., subject only to such exceptions as are acceptable to
the Managing Agent."
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. Subsidiary Guaranty (Crystal Park). Exhibit N to the Loan
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Agreement (the "Subsidiary Guaranty - Crystal Park") is amended by striking
the figures "$30,000,000" in Paragraph 2 thereof and inserting the figures
"$25,000,000" at that place.
. Security Agreement. Exhibit M to the Loan Agreement (the
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"Security Agreement") is amended by revising the definition of "Secured
Obligations" to read as set forth in Exhibit A to this Amendment.
. Trademark Collateral Assignment. Exhibit P to the Loan Agreement
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(the "Trademark Collateral Agreement") is amended to read in its entirety as
is set forth in Exhibit B to this Amendment.
. Conditions Precedent. The effectiveness of this Amendment shall
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be conditioned upon the receipt by the Managing Agent of the following
documents, each properly executed by a Responsible Official of each party
thereto and dated as of the date hereof:
(a) Counterparts of this Amendment executed
by all parties hereto; and
(b) Written consent of all of the Banks as required under
Section 11.2 of the Loan Agreement in the form of
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Exhibit C to this Amendment.
. 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 Managing Agent have executed this
Amendment as of June 30, 1997 by their duly authorized representatives.
HOLLYWOOD PARK, INC.
By: /s/ G. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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G. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Executive Vice President and
Chief Financial Officer
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BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Managing Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇
Vice President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President, Agency Specialist
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Exhibit C to Amendment
CONSENT OF BANK
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Reference is hereby made to that certain Reducing Revolving Loan
Agreement dated as of March 27, 1997 among Hollywood Park, Inc. ("Borrower"),
the Banks party thereto, Bank of Scotland, Bankers Trust Company and Societe
Generale, as Co-Agents, and Bank of America National Trust and Savings
Association, as Managing Agent (the "Loan Agreement").
The undersigned Bank hereby consents to the execution and delivery of
Amendment No. 1 to Reducing Revolving Loan Agreement by the Managing Agent on
its behalf, substantially in the form of a draft dated on or about June 6,
1997 presented to the undersigned Bank.
Dated: June 19, 1997
Societe Generale
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[Name of Institution]
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President
_________________________________
[Printed Name and Title]
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Exhibit C to Amendment
CONSENT OF BANK
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Reference is hereby made to that certain Reducing Revolving Loan
Agreement dated as of March 27, 1997 among Hollywood Park, Inc. ("Borrower"),
the Banks party thereto, Bank of Scotland, Bankers Trust Company and Societe
Generale, as Co-Agents, and Bank of America National Trust and Savings
Association, as Managing Agent (the "Loan Agreement").
The undersigned Bank hereby consents to the execution and delivery of
Amendment No. 1 to Reducing Revolving Loan Agreement by the Managing Agent on
its behalf, substantially in the form of a draft dated on or about June 6,
1997 presented to the undersigned Bank.
Dated: June 19, ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
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[Name of Institution]
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇
Managing Director
_________________________________
[Printed Name and Title]
Exhibit C to Amendment
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CONSENT OF BANK
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Reference is hereby made to that certain Reducing Revolving Loan
Agreement dated as of March 27, 1997 among Hollywood Park, Inc. ("Borrower"),
the Banks party thereto, Bank of Scotland, Bankers Trust Company and Societe
Generale, as Co-Agents, and Bank of America National Trust and Savings
Association, as Managing Agent (the "Loan Agreement").
The undersigned Bank hereby consents to the execution and delivery of
Amendment No. 1 to Reducing Revolving Loan Agreement by the Managing Agent on
its behalf, substantially in the form of a draft dated on or about June 6,
1997 presented to the undersigned Bank.
Dated: June 19, 1997
Bank of Scotland
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[Name of Institution]
By: /s/ ▇▇▇▇▇ ▇▇▇▇ Tat
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▇▇▇▇▇ ▇▇▇▇ Tat
Vice President
___________________________
[Printed Name and Title]
Exhibit C to Amendment
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CONSENT OF BANK
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Reference is hereby made to that certain Reducing Revolving Loan
Agreement dated as of March 27, 1997 among Hollywood Park, Inc. ("Borrower"),
the Banks party thereto, Bank of Scotland, Bankers Trust Company and Societe
Generale, as Co-Agents, and Bank of America National Trust and Savings
Association, as Managing Agent (the "Loan Agreement").
The undersigned Bank hereby consents to the execution and delivery of
Amendment No. 1 to Reducing Revolving Loan Agreement by the Managing Agent on
its behalf, substantially in the form of a draft dated on or about June 6,
1997 presented to the undersigned Bank.
Dated: June 19, 1997
Bankers Trust Company
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[Name of Institution]
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
_________________________________
[Printed Name and Title]
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