Exhibit 10(ccc)
AMENDMENT NO. 6 TO REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 6 to Reducing Revolving Loan
Agreement (this Amendment ) dated as of April 2, 1997 is entered
into with reference to the Reducing Revolving Loan Agreement
dated as of December 21, 1994 among Victoria Partners, a Nevada
general partnership ( Borrower ), the Banks referred to therein,
The Long-Term Credit Bank of Japan, Ltd., Los Angeles Agency and
Societe Generale, as Co-Agents, and Bank of America National
Trust and Savings Association, as Administrative Agent, as
amended by Amendment No. 1 to Reducing Revolving Loan Agreement
dated as of January 31, 1995, Amendment No. 2 to Reducing
Revolving Loan Agreement dated as of June 30, 1995, Amendment No.
3 to Reducing Revolving Loan Agreement dated as of July 28, 1995,
Amendment No. 4 to Reducing Revolving Loan Agreement dated as of
October 16, 1995 and Amendment No. 5 to Reducing Revolving Loan
Agreement dated as of August 1, 1996 (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, the Administrative Agent and the Banks agree
as follows:
1. Amendments to Section 1.1 - Amended Definitions.
The definitions of "Applicable Alternate Base Rate Margin,"
"Applicable Commitment Fee Rate," "Applicable Eurodollar Rate
Margin," "Applicable Pricing Level," Commitment, Maturity
Date and Swing Line Bank set forth in Section 1.1 of the Loan
Agreement are amended to read in full as follows:
"Applicable Alternate Base Rate Margin means ,
for each Pricing Period, the interest rate margin set forth
below (expressed in basis points) opposite the Applicable
Pricing Level for that Pricing Period:
Applicable
Pricing Level Margin
I 0
II 0
III 0
IV 0
V 25.00
VI 50.00
"Applicable Commitment Fee Rate means, for each
Pricing Period, the rate set forth below (expressed in basis
points) opposite the Applicable Pricing Level for that
Pricing Period:
Applicable
Pricing Level Commitment Fee
I 25.00
II 25.00
III 30.00
IV 37.50
V 37.50
VI 50.00
"Applicable Eurodollar Rate Margin means, for
each Pricing Period, the interest rate margin set forth
below (expressed in basis points) opposite the Applicable
Pricing Level for that Pricing Period:
Applicable
Pricing Level Margin
I 62.50
II 75.00
III 100.00
IV 125.00
V 150.00
VI 175.00
"Applicable Pricing Level" means, for each Pricing
Period, the pricing level set forth below opposite the
pricing criteria achieved by Borrower as of the first day of
that Pricing Period:
Applicable Annualized Funded
Pricing Level Debt Ratio
I Less than 1.25 to 1.00
II Equal to or greater than 1.25 to
1.00 but less than 1.50 to 1.00
III Equal to or greater than 1.50 to
1.00 but less than 1.75 to 1.00
IV Equal to or greater than 1.75 to
1.00 but less than 2.00 to 1.00
V Equal to or greater than 2.00 to
1.00 but less than 2.25 to 1.00
VI Equal to or greater than 2.25 to
1.00
Commitment means $200,000,000, minus the amount
of any reductions thereto made pursuant to Sections 2.4 and
2.5, provided, that the amount of the Commitment may be
increased in the manner contemplated by Section 2.10. The
respective Pro Rata Shares of the Banks as of the effective
date of Amendment No. 6 to this Agreement are set forth in
Schedule 1.1.
Maturity Date means the date that is five years
after the effective date of Amendment No. 6 to this
Agreement, but not later than June 30, 2002, or such later
anniversary thereof as may be established pursuant to
Section 2.11.
Swing Line Bank means Bank of America National
Trust and Savings Association, acting through its Nevada
Corporate Banking Division.
The definition of the term Disposition contained in Section 1.1
of the Loan Agreement is hereby amended further by deleting the
word "and" appearing immediately prior to clause (d), by
inserting the word "and" at the end of clause (d), and by adding
a new clause (e) therein as follows:
"(e) the exchange pursuant to the Loan Documents of
certain real property within the Project Site consisting of
surface parking lots for other property contiguous with the
Project Site suitable for use as parking for the Project."
2. Amendment to Schedule 1.1. Schedule 1.1 of the
Loan Agreement is hereby amended to read in full as set forth on
Attachment "A" to this Amendment.
3. Section 2.5 - Scheduled Reductions of the
Commitment. Section 2.5 of the Loan Agreement is amended to read
in full as follows:
2.5 Scheduled Mandatory Reductions of Commitment. The
Commitment shall automatically and permanently reduce on
September 30, 1997, and on the last day of each subsequent
Fiscal Quarter through the Maturity Date (each such date a
"Reduction Date") by the "Reduction Amount (as defined
below). The Reduction Amount shall be determined on
September 30, 1997, to be the amount, rounded upwards to
the nearest integral multiple of $100,000, which is equal to
(a) the difference between the then effective Commitment
minus $100,000,000, divided by (b) the then remaining number
of Reduction Dates. As of the date of any increase in the
Commitment pursuant to Section 2.10 or any extension to the
Maturity Date pursuant to Section 2.11, the Reduction Amount
for each subsequent Reduction Date will be adjusted to
reflect such increase or extension in accordance with the
same formula.
4. Deletion of Provision for Other Mandatory
Reductions of Commitment. Section 2.6 of the Loan Agreement
(which formerly required automatic and permanent reductions of
the Commitment by the amount of quarterly Available Cash Flow
and, until the Cut-Off Date, required reductions concurrently
with the making of, and in the amount of, each Permitted Profit
Distribution) is hereby deleted.
5. Addition of Increase of Commitment Provision. The
Loan Agreement is hereby amended by adding a new Section 2.10 to
read in full as follows:
"2.10. Optional Increase of Commitment.
(a) Borrower may, by written notice to the
Administrative Agent and the Banks, request one or more
increases in the principal amount of the then effective
Commitment to finance expansions to or enhancements of the
Project, provided that the aggregate amount of such
increases shall not exceed $50,000,000. Any such request
shall be submitted to the Banks in writing through the
Administrative Agent not later than 60 days prior to the
proposed effective date thereof, shall specify the proposed
increase and effective date, and shall be accompanied by a
description of the proposed expansion or enhancement of the
Project and a Certificate of a Responsible Official, signed
by a Senior Officer of Borrower, to the effect that each of
the representations and warranties set forth in Article 4
(other than those which expressly relate to a prior date)
are true and correct as of the date of the Certificate and
that no Default or Event of Default has then occurred and
remains continuing.
(b) Provided that no Default or Event of Default
exists, no Bank shall have any right to object to any such
increase in the Commitment, provided that no Bank shall be
required to increase the amount of its Pro Rata Share
without its express written consent (which may be granted or
withheld in its sole and absolute discretion). Each Bank
shall notify the Administrative Agent within 30 days of its
receipt of Borrower s request whether it desires to increase
its Pro Rata Share, ratably with the other participating
Banks, to effect such increase. Any Bank not responding
within this period will be deemed to have refused to
increase its Pro Rata Share. If one or more Banks
determine that they will not increase their Pro Rata Share,
such Banks will not be released from their existing Pro Rata
Shares and the remaining principal amount requested by
Borrower may be assumed by one or more willing Banks or
Eligible Assignees.
(c) The Administrative Agent may (and upon the request
of the Requisite Banks shall) condition the effectiveness of
any increase in the amount of the Commitment upon (i) the
execution by each Eligible Assignee of an agreement of
joinder to this Agreement in form and substance satisfactory
to the Administrative Agent, (ii) the execution by all other
parties to the Loan Documents of such amendments to the Loan
Documents as the Administrative Agent may require, and (iii)
provision by Borrower of such other assurances as the
Administrative Agent may reasonably require, including
endorsements to title insurance policies, legal opinions and
the like.
(d) Promptly following the effective date of any
increase, the Administrative Agent shall prepare and
circulate to Borrower and the Banks a revised Schedule 1.1
reflecting such increased Commitment and the revised Pro
Rata Shares of the Banks.
(e) Notwithstanding the provisions of Section
11.2, any increase of the Commitment contemplated by
this Section shall not require the unanimous consent of
the Banks."
6. Option To Extend Maturity Date. The Loan
Agreement is hereby amended by adding a new Section 2.11 as
follows:
"2.11 Extension of Maturity Date.
(a) At any time after the first anniversary of the
effective date of Amendment No. 6 to this Agreement, and
provided that no Default or Event of Default then exists,
Borrower may, by written request delivered to the
Administrative Agent, on one or more occasions request one
year extensions of the Maturity Date. Each such request
shall be accompanied by a Certificate of a Responsible
Official, signed by a Senior Officer of Borrower to the
effect that each of the representations and warranties set
forth in Article 4 (other than those which expressly relate
to a prior date) are true and correct as of the date of the
Certificate and that no Default or Event of Default has then
occurred and remains continuing.
(b) The Administrative Agent shall promptly forward
each request for extension, and any accompanying materials,
to the Banks. Each Bank, in its sole and absolute
discretion, shall determine whether to grant the request for
extension. Borrower at its option may offer to pay an
extension fee to each Bank which consents to such extension,
but if such a fee is offered, it shall be a fee offered
ratably to each consenting Bank in accordance with the
Bank's Pro Rata Share. The Banks agree to use their best
efforts to respond to each request for extension within
thirty Banking Days after receipt of such request for
extension; failure to respond shall in no event be deemed to
be a consent to the extension.
(c) If, and only if, all of the Banks notify the
Administrative Agent in writing that they consent to the
requested extension, the Maturity Date shall (subject to
payment of any agreed-upon extension fee) automatically be
extended for one year. The Administrative Agent shall
notify Borrower and the Banks in writing of each such
extension."
7. Section 6.5 - Distributions. Section 6.5 of the
Loan Agreement is amended to read in full as follows:
6.5 Distributions. Make any Distribution, whether
from capital, income or otherwise, and whether in Cash or
other Property, except:
(a) Distributions by any Subsidiary of Borrower
to Borrower or another Subsidiary of Borrower; and
(b) when no Default or Event of Default exists or
would result therefrom, Permitted Tax Distributions;
and
(c) when no Default or Event of Default exists or
would result therefrom, Permitted Profit Distributions,
provided that the aggregate amount of Permitted Profit
Distributions shall not, as of the date of any payment
thereof, exceed 100% of Available Cash Flow for the
four (4) most recent fiscal quarters, excluding any
fiscal quarters ended on or prior to December 31, 1996,
for which Borrower has delivered financial statements
to the Administrative Agent in accordance with Section
7.1(b).
provided, however, that this Section shall not apply to
prohibit a Distribution to the extent necessary to prevent a
License Revocation if (i) no Default or Event of Default
then exists which is not curable by such Distribution and
(ii) Borrower has notified the Administrative Agent in
writing of the necessity to invoke this proviso at least ten
Banking Days (or such shorter period as may be necessary in
order to comply with a regulation or order of the relevant
Gaming Board) in advance.
Section 6.13 - Capital Expenditures. Section 6.13 of
the Loan Agreement is amended to read in full as follows:
6.13 Capital Expenditures. Make, or become legally
obligated to make, any Capital Expenditure:
(a) which improves Property other than the Real
Property or the Project at any time; or
(b) without the prior approval of Requisite
Banks, if such Capital Expenditure involves, or may
reasonably be expected to involve, an amount in excess
of $25,000,000.
8. The Completion Guaranty. The Banks acknowledge
and agree that the Project has been completed, that all
obligations of the Completion Guarantor under the Completion
Guaranty have been satisfied, and that the Completion Guaranty is
terminated.
9. Parking Lot Exchange. The Banks hereby consent
in advance to the proposed exchange of certain real property
within the Project Site consisting of not more than 12 acres of
surface parking lots for other property of equal or greater
acreage contiguous with the Project Site upon satisfaction of the
following conditions:
(i) the boundaries of the real property transferred
and the real property received by Borrower shall be roughly
congruent to the properties described as such on Exhibit A
hereto;
(ii) concurrently with the exchange, a Senior Officer
of Borrower shall certify to the Administrative Agent that
(i) to the best of Borrower's knowledge, the value of the
real property received is equal to or greater than the value
of the real property transferred, and (ii) no event or
circumstance has occurred since the date of the Phase I/II
environmental report delivered to the Banks on the Closing
Date pursuant to Section 8.1(a)(11) of the Loan Agreement)
which would cause that report to be inaccurate in any
respect that is materially adverse to the interests of the
Banks;
(iii) Borrower shall have executed and delivered to the
Administrative Agent an amendment to the Deed of Trust which
results in the Deed of Trust being a first priority Lien on
such Property, subject only to such Permitted Encumbrances,
Rights of Others and other matters as are acceptable to the
Administrative Agent (who shall provide a written summary of
the same to the Banks prior to the effectiveness of any such
exchange);
(iv) Borrower shall have obtained endorsements to the
lenders title insurance policy relating to the Deed of Trust
assuring the Banks that Borrower is the owner of such
Property, that the Lien of the Deed of Trust is of first
priority (subject only to the matters described in clause
(iii), above), and providing such other assurances as the
Administrative Agent may request;
(v) The Administrative Agent shall have provided
copies of the certificate referred to above, the proposed
amendment to the Deed of Trust, and title insurance
arrangements to the Banks, and the Majority Banks shall not
have objected to the same;
(vi) Borrower shall have paid all costs associated
with such transaction; and
(vii) All other matters relating to such exchange shall
be reasonably acceptable to the Administrative Agent and its
counsel.
Upon the satisfaction of the foregoing, the
Administrative Agent may deliver a partial release of the Deed of
Trust releasing the Property to be transferred by Borrower,
notwithstanding Section 11.2.
10. Deliveries. Concurrently with its execution of
this Amendment, Borrower shall provide the Administrative Agent
with the following, each of which shall be in form and substance
acceptable to the Administrative Agent, at Borrower s sole cost
and expense:
(a) Counterparts of this Amendment executed by
all parties hereto;
(b) An amendment to the Deed of Trust in a form
suitable for recordation in the official records of ▇▇▇▇▇
County, Nevada, memorializing the amendments to the Loan
Agreement contained herein and in previous amendments to the
Loan Agreement;
(c) Such assurances as the Administrative Agent
may require concerning the authority of Borrower and its
officers to enter into this Amendment;
(d) Such other assurances, certificates,
documents, consents or opinions as the Administrative Agent
reasonably may require; and
(e) Payment of the reasonable costs and expenses
of the Administrative Agent in connection with the
preparation of this Amendment which are invoiced to Borrower
prior to the date hereof.
11. Conditions Precedent. This Amendment shall be
effective on the date that the Administrative Agent notifies the
Banks that all of the following conditions precedent have been
satisfied:
(a) Each of the items referred to in Section 10
hereof shall have been delivered to the Administrative
Agent;
(b) The Administrative Agent shall have received
an endorsement to the policy of title insurance held by the
Administrative Agent with respect to the Deed of Trust which
is reasonably acceptable to the Administrative Agent, and at
Borrower s sole expense;
(c) The Administrative Agent shall have received
evidence that Borrower s EBITDA for a three consecutive
calendar month period during 1997 was not less than
$18,000,000, which evidence shall consist of (i) certified
copies of Borrower s financial statements for the first two
months of that period, and (ii) the month-end managerial
statement for the third month of that period executed by a
Senior Officer of Borrower;
(d) The representations and warranties of
Borrower contained in Article 4 of the Loan Agreement (other
than those which expressly relate to a prior date) shall be
true and correct;
(e) Borrower and any other Parties shall be in
compliance with all the terms and provisions of the Loan
Documents and no Default or Event of Default shall have
occurred and be continuing;
(f) Borrower shall have paid the Administrative
Agent, for the ratable accounts of the Banks pro rata
according to their Pro Rata Share of the Commitment, an
amendment fee in an amount equal to the product of (i) 12.50
basis points and (ii) the then applicable Commitment. This
fee shall not be refundable under any circumstances; and
(g) Borrower shall have delivered such other
assurances with respect to the foregoing as the
Administrative Agent may reasonably request.
12. Representation and Warranty. Borrower represents
and warrants to the Administrative Agent and the Banks that no
Default or Event of Default has occurred and remains continuing,
and that Borrower continues to be in compliance with Section 5.10
of the Loan Agreement (concerning Hazardous Materials Law).
13. Confirmation. In all other respects, the terms of
the Loan Agreement and the other Loan Documents are hereby
confirmed.
IN WITNESS WHEREOF, Borrower, the Administrative Agent
and the Banks have executed this Amendment as of the date first
written above by their duly authorized representatives.
Borrower
VICTORIA PARTNERS, a Nevada general
partnership
By: Gold Strike L.V., managing
general partner
By: Last Chance Investment
Incorporated, general partner
By:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
President
By: MRGS Corp., a Nevada corporation,
general partner
By: ▇▇▇▇▇▇ ▇. ▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇, Chief Financial
Officer and Treasurer
Administrative Agent
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Administrative
Agent
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
Banks
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Bank and as
Swing Line Bank
By: ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, Managing Director
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., LOS ANGELES AGENCY, as Co-Agent
and a Bank
By: Koh ▇▇▇▇▇▇▇▇
Title: Joint General Manager
SOCIETE GENERALE, as Co-Agent and a
Bank
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
FIRST SECURITY BANK, N.A., as a Bank
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
BANK OF SCOTLAND, as a Bank
By: ▇▇▇▇▇ ▇▇▇▇ Tat
Title: Assistant Vice President
PNC BANK, NATIONAL ASSOCIATION
(successor by merger to MIDLANTIC
BANK, N.A.), as a Bank
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
U.S. BANK OF OREGON, as a Bank
By: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Assistant Vice President
CREDIT LYONNAIS LOS ANGELES BRANCH,
as a Bank
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President/Manager
CREDIT LYONNAIS CAYMAN ISLAND BRANCH,
as a Bank
By:
Title:
BANKERS TRUST COMPANY, as a Bank
By: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
CIBC INC., as a Bank
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
CIBC Wood Gundy Securities
Corp., AS AGENT