SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 25, 2004, among AMERISTAR CASINOS, INC., a Nevada corporation (the “Borrower”), the various lenders party to the Credit Agreement referred to below (the “Lenders”) and DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), as Administrative Agent (all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement as defined below).
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, the Administrative Agent and the other agents party thereto are party to a Credit Agreement, dated as of December 20, 2000, as subsequently amended, modified or supplemented by the First Amendment thereto dated as of January 30, 2001, the Second Amendment thereto dated as of May 31, 2002, the Third Amendment thereto dated as of November 22, 2002, the Fourth Amendment thereto dated as of December 19, 2003 and the Fifth Amendment thereto dated as of February 27, 2004 (the “Credit Agreement”);
WHEREAS, the Borrower has requested that the Lenders agree to certain amendments to the Credit Agreement; and
WHEREAS, the Borrower and the Lenders wish to amend the Credit Agreement as provided herein;
NOW, THEREFORE, it is agreed:
I.Amendments to Credit Agreement.
1. Section 1.14(a)(iv) of the Credit Agreement is hereby amended by (a) deleting the word “and” appearing at the end of clause (x) therein and inserting a comma, “,”, in lieu thereof, (b) inserting the text “(other than Incremental Commitments in respect of Term Loans, the proceeds of which will be utilized to finance the Black Hawk Acquisition)” immediately following the text “150,000,000” and (c) inserting the following new clause (z) immediately following clause (y) appearing therein “(z) in connection with Incremental Commitments in respect of Term Loans, the proceeds of which will be utilized to finance the Black Hawk Acquisition, $115,000,000”.
2. Section 8.12(a)(v) of the Credit Agreement is hereby amended by inserting the text “(excluding the Maximum Permitted Consideration paid in connection with the Black Hawk Acquisition)” immediately prior to the semicolon appearing in said Section.
3. Section 11 of the Credit Agreement is hereby further amended by inserting in the appropriate alphabetical order the following new definitions:
“Black Hawk Acquisition” shall mean the acquisition by the Borrower and/or a Wholly-Owned Subsidiary on or prior to January 31, 2005 of substantially all of the assets of Mountain High Casino in Black Hawk, Colorado pursuant to the Asset Purchase Agreement, dated as of May 28, 2004, and amended by the Amendment to the Purchase Agreement, dated as of August 3, 2004, by and between Windsor Woodmont Black Hawk Resort Corp. and the Borrower and as such Asset Purchase Agreement may be further amended, modified or supplemented with the prior written consent of the Administrative Agent;provided that all conditions precedent to such acquisition shall have been satisfied and not waived without the prior written consent of the Administrative Agent.
II. Miscellaneous Provisions
1. The Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Sixth Amendment Effective Date (as defined below) both before and after giving effect to this Amendment and (ii) on the Sixth Amendment Effective Date, both before and after giving effect to this Amendment, all representations and warranties (other than those representations made as of a specified date) contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects.
2. This Amendment shall become effective on the date (the “Sixth Amendment Effective Date”) when the Borrower, each other Credit Party and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent at White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036, Attention: May Yip-Daniels (facsimile number 212-354-8113). Unless the Administrative Agent has received actual notice from any Lender that the conditions contained above have not been met with satisfaction, upon the satisfaction of the condition described in the immediately preceding sentence and upon the Administrative Agent’s good faith determination that the other conditions described above have been met, the Sixth Amendment Effective Date shall be deemed to have occurred, regardless of any subsequent determination that one or more of the conditions thereto had not been met (although the occurrence of the Sixth Amendment Effective Date shall not release the Borrower from any liability for failure to satisfy one or more of the applicable conditions specified above).
3. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document.
4. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.
5. By executing and delivering a copy hereof, each Credit Party hereby agrees that all Loans shall be fully guaranteed pursuant to the Subsidiary Guaranty in accordance with the terms and provisions thereof and shall be fully secured pursuant to the Security Documents.
6. From and after the Sixth Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby.
7. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
* * *
1
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.
AMERISTAR CASINOS, INC. By: /s/ Thomas Steinbauer Title: Senior Vice President & Chief Financial Officer
AMERISTAR CASINO VICKSBURG, INC., AMERISTAR CASINO COUNCIL BLUFFS, INC., CACTUS PETE’S, INC., A.C. FOOD SERVICES, INC., AMERISTAR CASINO ST. LOUIS, INC., AMERISTAR CASINO KANSAS CITY, INC., AMERISTAR CASINO ST. CHARLES, INC., AMERISTAR CASINO LAS VEGAS, INC. RICHMOND STREET DEVELOPMENT, INC. AMERISTAR CASINO BLACK HAWK, INC.
By: /s/ Peter C. Walsh Title: Vice President
DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), Individually and as Administrative Agent By: /s/ Stephen P. Lamham Title: Director
SIGNATURE PAGE TO THE SIXTH AMENDMENT DATED AS OF OCTOBER 25, 2004, TO THE CREDIT AGREEMENT DATED AS OF DECEMBER 20, 2000, AMONG AMERISTAR CASINOS, INC., A NEVADA CORPORATION, THE VARIOUS LENDERS PARTY TO THE CREDIT AGREEMENT REFERRED TO ABOVE, WELLS FARGO BANK, N.A., AS CO-ARRANGER AND SYNDICATION AGENT, BEAR STEARNS CORPORATE LENDING INC., AS DOCUMENTATION AGENT, DEUTSCHE BANK SECURITIES INC., AS LEAD ARRANGER AND SOLE BOOK MANAGER AND DEUTSCHE BANK TRUST COMPANY AMERICAS (F.K.A BANKERS TRUST COMPANY), AS ADMINISTRATIVE AGENT
LANDMARK CDO, LTD. Aladdin Asset Management
By: /s/ Arika Lakhmi Title: Authorized Signatory
AMERICAN EXPRESS CERTIFICATE COMPANY By: American Express Asset Management Group as Collateral Manager
By: /s/ Yvonne Stevens Title: Senior Managing Director
CENTURION CDO II, LTD. By: American Express Asset Management Group, Inc. as Collateral Manager
By: /s/ Robin C. Stancil Title: Supervisor Fixed Income Support Team
CENTURION CDO III, LTD. By: American Express Asset Management Group Inc. as Collateral Manager
By: /s/ Robin C. Stancil Title: Supervisor Fixed Income Support Team
CENTURION CDO vi, LTD. By: American Express Asset Management Group as Collateral Manager
By: /s/ Robin C. Stancil Title: Supervisor Fixed Income Support Team
CENTURION CDO VII, LTD. By: American Express Asset Management Group, Inc. as Collateral Manager
By: /s/ Robin C. Stancil Title: Supervisor Fixed Income Support Team
IDS LIFE INSURANCE COMPANY By: American Express Asset Management Group, Inc. as Collateral Manager
By: /s/ Yvonne Stevens Title: Senior Managing Director
SEQUILS-CENTURION v, LTD. By: American Express Asset Management Group, Inc. as Collateral Manager
By: /s/ Robin C. Stancil Title: Supervisor Fixed Income Support Team
AMMC CDO I, LIMITED By: American Money Management Corp., as Collateral Manager
By: /s/ Chester M. Eng Title: Senior Vice President
AMMC CDO II, LIMITED By: American Money Management Corp., as Collateral Manager
By: /s/ Chester M. Eng Title: Senior Vice President
AMMC CDO III, LIMITED By: American Money Management Corp., as Collateral Manager
By: /s/ Chester M. Eng Title: Senior Vice President
MAPLEWOOD (CAYMAN) LIMITED By: Babson Capital Management LLC under delegate authority from Massachusetts Mutual Life Insurance Company as Investment Manager
By: /s/ Adrienne Musgnug Title: Managing Director
ELF (CAYMAN) LTD.CDO SERIES 1999-1 SEABOARD CLO 2000 LTD SUFFIELD CLO, LIMITED By: Babson Capital Management LLC, as Collateral Manager
By: /s/ Adrienne Musgnug Title: Managing Director
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: Babson Capital Management LLC, under as Investment Adviser
By: /s/ Adrienne Musgnug Title: Managing Director
BILL & MELINDA GATES FOUNDATION By: Babson Capital Management LLC, under as Investment Adviser
By: /s/ Adrienne Musgnug Title: Managing Director
BANK OF SCOTLAND
By: /s/ Amena Nabi Title: Assistant Vice President
BEAR STEARNS CORPORATE LENDING
By: /s/ Victor Bulzacchelli Title: Authorized Signatory
MAGNETITE ASSET INVESTORS I, L.L.C. MAGNETITE ASSET INVESTORS III, L.L.C. MAGNETITE IV CLO, LIMITED SENIOR LOAN FUND
By: /s/ Tom Caldwell Title: Authorized Signatory
BLUE SQUARE FUNDING limited series 3, as Lender
By: /s/ Edward Schaffer Title: Vice President
CARLYLE HIGH YIELD PARTNERS, L.P.
By: /s/ Linda Pace Title: Managing Director
CARLYLE HIGH YIELD PARTNERS II, LTD.
By: /s/ Linda Pace Title: Managing Director
CARLYLE HIGH YIELD PARTNERS III, LTD.
By: /s/ Linda Pace Title: Managing Director
CARLYLE HIGH YIELD PARTNERS IV, LTD.
By: /s/ Linda Pace Title: Managing Director
LCM I LIMITED PARTNERSHIP By: Lyon Capital Management LLC, as Collateral Manager
By: /s/ Alexander K. Kenna Title: Portfolio Manager
BRYN MAWR CLO, LTD. By: Deerfield Capital Management LLC, as its Collateral Manager
By: /s/ Matt Stouffer Title: Senior Vice President
FOREST CREEK CLO, LTD. By: Deerfield Capital Management LLC, as its Collateral Manager
By: /s/ Matt Stouffer Title: Senior Vice President
LONG GROVE CLO, LIMITED By: Deerfield Capital Management LLC, as its Collateral Manager
By: /s/ Matt Stouffer Title: Senior Vice President
ROSEMONT CLO, LTD. By: Deerfield Capital Management LLC, as its Collateral Manager
By: /s/ Matt Stouffer Title: Senior Vice President
MUIRFIELD TRADING LLC
By: /s/ Diana M. Himes Title: Assistant Vice President
SEQUILS-CUMBERLAND I, LTD. By: Deerfield Capital Management LLC, as its Collateral Manager
By: /s/ Matt Stouffer Title: Senior Vice President
BIG SKY SENIOR LOAN FUND, LTD. By: Eaton Vance Management as Investment Advisor
By: /s/ Michael B. Botthof Title: Vice President TOLLI & CO. By: Eaton Vance Management as Investment Advisor
By: /s/ Michael B. Botthof Title: Vice President
EATON VANCE CDO III, LTD. By: Eaton Vance Management as Investment Advisor
By: /s/ Matthew J.McInerny Title: Investment Officer
WACHOVIA BANK, N.A.
By: /s/ Ronald E. Schumer Title: Director
WELLS FARGO BANK, N.A
By: /s/ Casey Potter Title: Vice President
2
We use cookies on this site to provide a more responsive and personalized service. Continuing to browse, clicking I Agree, or closing this banner indicates agreement. See our Cookie Policy for more information.
