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EXHIBIT 10.53
SECOND AMENDMENT TO
CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made and
dated as of the 11th day of June, 1997, by and among BOYD GAMING CORPORATION, a
Nevada corporation ("Boyd Gaming") and CALIFORNIA HOTEL AND CASINO, a Nevada
corporation ("CH&C"; CH&C and Boyd Gaming being referred to collectively as the
"Borrowers" and each individually as a "Borrower"), the commercial lending
institutions listed on the signature pages hereof (collectively, the "Lenders"),
WELLS FARGO BANK, N.A., as Swingline Lender, CANADIAN IMPERIAL BANK OF COMMERCE
("CIBC"), as letter of credit issuer, BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION and WELLS FARGO BANK, N.A., as co-managing agents (herein, in such
capacity, the "Co-Managing Agents"), BANKERS TRUST COMPANY, CREDIT LYONNAIS LOS
ANGELES BRANCH and SOCIETE GENERALE, as co-agents (herein, in such capacity, the
"Co-Agents"), and CIBC, as administrative agent and collateral agent for the
Lenders (herein, in such capacity, called the "Agent").
RECITALS
A. The Borrowers and the Lenders entered into that certain $500,000,000
Credit Agreement dated as of June 19, 1996 (as amended by the First Amendment to
Credit Agreement dated as of March 28, 1997, the "Credit Agreement"), pursuant
to which the Lenders agreed to extend credit to the Borrowers on the terms and
subject to the conditions set forth therein.
B. The Borrowers and the Lenders desire to amend certain terms and
conditions of the Credit Agreement pursuant to this Amendment.
NOW, THEREFORE, in consideration of the above Recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree to amend the Credit Agreement as
follows:
AGREEMENT
1. The Credit Agreement is hereby amended as follows:
(a) Section 1.1 of the Credit Agreement is hereby amended by adding
the following defined terms in their correct alphabetical order:
"Newco" means the wholly-owned Subsidiary of Boyd Gaming that has
acquired the 85% equity interest in Treasure Chest not owned by Boyd
Kenner as of the date of this Agreement.
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"Treasure Chest" means Treasure Chest Casino LLC, a Louisiana
limited liability company.
"Treasure Chest Casino" means Treasure Chest casino, which
facility is owned by Treasure Chest and is located in Kenner,
Louisiana.
(b) The definition of the term "Pledgors" in Section 1.1 of the
Credit Agreement is hereby amended by adding Treasure Chest, Newco" following
"Boyd Kansas City".
(c) The definition of the term "Pledged Casinos" in Section 1.1
of the Credit Agreement is hereby amended by adding ", (vii) Treasure Chest
Casino" following "(vi) the Fremont Hotel and Casino" and by relabelling
existing "(vii)" as "(viii)".
(d) Clause (a) of Section 7.2.4 of the Credit Agreement is hereby
amended to read in its entirety as follows:
"(a) Tangible Net Worth to be less than the sum of (i)
$210,000,000, plus (ii) 50% of Boyd Gaming's consolidated net
income (without giving effect to any losses) for each Fiscal
Quarter ending on or after September 30, 1996, plus (iii) an
amount equal to the increase in Boyd Gaming's stockholders equity
following the Effective Date by reason of sales and issuances of
Boyd Gaming's capital stock, minus (iv) the amount of goodwill,
not to exceed $130,000,000, associated with the Proposed
Acquisition, minus (v) the amount of noncash write-downs taken by
Boyd Kansas City in connection with its Venture in Kansas City,
Missouri (net of any associated tax benefits) and minus (vi) the
amount of goodwill, not to exceed $95,000,000, associated with
the acquisition by a wholly-owned Subsidiary of Boyd Gaming of
the 85% equity interest in Treasure Chest not owned by Boyd
Kenner as of the Effective Date;"
(e) Clause (a) of Section 7.2.7 of the Credit Agreement is hereby
amended to read in its entirety as follows:
"(a) Expansion Capital Expenditures (other than those
described in clause (c) below) on a cumulative basis from the
effective date of the Second Amendment dated as of June 11, 1997
to Credit Agreement through the term of this Agreement in an
amount not to exceed $50,000,000 plus the net cash proceeds from
the issuance or sale of capital stock of Boyd Gaming after March
31, 1997;"
(f) Exhibit L of the Credit Agreement is hereby amended to read
in its entirety as set forth in Exhibit B hereto.
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2. Waivers and Covenant Regarding Additional Loan Documents. Upon
satisfaction of the conditions set forth in Section 3 of this Amendment, the
Lenders (i) hereby waive any provisions of the Credit Agreement, including,
without limitation, the provisions of Sections 7.2.5, and 7.2.7 of the Credit
Agreement to the extent that any of such provisions would be violated by the
acquisition by a wholly-owned Subsidiary of Boyd Gaming ("Newco") of the 85%
equity interest in Treasure Chest (the "Treasure Chest Acquisition") not owned
by Boyd Kenner as of the date of this Amendment for total proceeds not exceeding
$120,000,000; provided that the Treasure Chest Acquisition occurs not later than
December 31, 1997.
3. Effective Date. This Amendment shall be effective concurrently with
the closing of the Treasure Chest Acquisition so long as each of the following
shall have been satisfied on or before such date:
(a) This Amendment shall have been executed by the Borrowers and
the Required Lenders;
(b) The Agent shall have received executed acknowledgment and
reaffirmations, substantially in the form set forth in Exhibit A hereto, duly
executed by each of the Guarantors;
(c) The Agent shall have received an undertaking from Boyd Gaming
and Newco to deliver the documentation from Newco required by Section 7.1.11 of
the Credit Agreement within fifteen days following the closing of the Treasure
Chest Acquisition; and
(d) The Agent shall have received an undertaking from Boyd Gaming
and Treasure Chest to deliver the documentation required under Sections 5.1.1,
5.1.3 through 5.1.12, 5.1.14, 5.1.15 and 5.1.17 of the Credit Agreement with
respect to the Treasure Chest Casino within fifteen days following the closing
of the Treasure Chest Acquisition.
4. Representations and Warranties. The Borrowers hereby represent and
warrant to the Agent and the Lenders as follows:
(a) Each Borrower has the power and authority and the legal right
to execute, deliver and perform this Amendment and has taken all necessary
action to authorize the execution, delivery and performance of this Amendment.
This Amendment has been duly executed and delivered by each Borrower. The Credit
Agreement (as amended by this Amendment) and the other Loan Documents constitute
legal, valid, and binding obligations of each Borrower, enforceable against such
Borrower in accordance with their terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other similar laws now or hereafter
in effect relating to creditors, rights generally, and general principles of
equity.
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(b) At and as of the date of execution hereof and at and as of
the effective date of this Amendment and after giving effect to this Amendment:
(1) the-representations and warranties of each Borrower contained in the Credit
Agreement are true and correct in all respects, and (2) no Default or Event of
Default has occurred and is continuing under the Credit Agreement.
5. Reaffirmation of Credit Agreement. This Amendment shall be deemed to
be an amendment to the Credit Agreement, and the Credit Agreement, as amended
hereby, is hereby ratified, approved and confirmed in each and every respect.
All references to the Credit-Agreement in any other document, instrument,
agreement or writing shall hereafter be deemed to refer to the Credit Agreement
as amended hereby.
6. Reaffirmation of Loan Documents. The Borrowers hereby further affirm
and agree that (a) the execution and delivery by the Borrowers of and the
performance of their obligations under the Credit Agreement, as amended by this
Amendment, shall not in any way amend, impair, invalidate or otherwise affect
any of the obligations of the Borrowers or the rights of the Agent or the
Lenders under any of the Loan Documents or any other document or, instrument
made or given by the Borrowers in connection therewith, and (b) the term
"Obligations" as used in the Loan Documents includes, without limitation, the
obligations of the Borrowers under the Credit Agreement as amended by this
Amendment.
7. Miscellaneous Provisions.
(a) Survival. The provisions of this Amendment shall survive to the
extent provided in Section 10.5 of the credit Agreement.
(b) Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF NEVADA.
(c) Counterparts. This Amendment may be executed in any number of
counterparts, all of which together shall constituted one agreement.
(d) No Other Amendment. Except as expressly amended herein, the
Credit Agreement, the other Loan Documents and all documents, instruments and
agreements relating thereto or executed in connection therewith shall remain in
full force and effect as currently written.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
BOYD GAMING CORPORATION
By: /s/ [SIG]
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Title: Executive Vice President
CALIFORNIA HOTEL AND CASINO
By: /s/ [SIG]
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Title: Senior Vice President
CIBC INC.
By: /s/
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Title: Managing Director
CIBC Wood Gundy Securities Corp.,
AS AGENT
BANK OF AMERICA NT&SA
By: /s/
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Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION
By: /s/
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Title:
BANKERS TRUST COMPANY
By: /s/
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Title:
CREDIT LYONNAIS LOS ANGELES BRANCH
By: /s/
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Title:
SOCIETE GENERALE
By: /s/
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Title:
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ABN AMRO BANK N.V.
SAN FRANCISCO INTERNATIONAL BRANCH
By: ABN AMRO North America, Inc.
as agent
By /s/ [SIG]
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Title: Bradford H. Leahy
Assistant Vice President
By: /s/ [SIG]
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Title: L.T. Osborne
Group Vice President
THE MITSUBISHI TRUST AND BANKING
CORPORATION, LOS ANGELES AGENCY
By: /s/
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Title:
THE SANWA BANK, LIMITED
By:
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Title:
COMMERZBANK AG, LOS ANGELES BRANCH
By:
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Title:
By:
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Title:
FIRST SECURITY BANK, N.A.
By: /s/
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Title:
THE SUMITOMO BANK, LIMITED
By:
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Title:
By:
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Title:
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BANKBOSTON, N.A.
By: /s/ [SIG]
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Title:
BANK OF HAWAII
By: /s/
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Title:
THE BANK OF NEW YORK
By: /s/
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Title:
BANQUE NATIONALE DE PARIS
By: /s/
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Title:
By: /s/
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Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
LOS ANGELES AGENCY
By: /s/
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Title:
NBD BANK
By: /s/
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Title:
THE NIPPON CREDIT BANK, LTD., LOS
ANGELES AGENCY
By: /s/
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Title:
US BANK OF NEVADA
By: /s/
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Title:
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WHITNEY NATIONAL BANK
By: /s/
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Title: Assistant Vice President
DEPOSIT GUARANTY NATIONAL BANK
By: /s/
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Title:
FIRST HAWAIIAN BANK
By: /s/
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Title:
GIROCREDIT BANK, AG DER SPARKASSEN,
GRAND CAYMAN ISLANDS BRANCH
By: /s/
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Title:
By: /s/
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Title:
IMPERIAL BANK
By: /s/
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Title:
TRUSTMARK NATIONAL BANK
By: /s/
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Title:
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EXHIBIT A to
Second Amendment
to Credit Agreement
June 11, 1997
Mare-Bear, Inc.
Sam-Will, Inc.
Boyd Tunica, Inc.
Boyd Kansas City, Inc.
Eldorado, Inc.
Boyd Mississippi, Inc.
Boyd Kenner, Inc.
MSW, Inc.
East Peoria Hotel, Inc.
Par-A-Dice Gaming Corporation
c/o California Hotel and Casino
2950 South Industrial Road
Las Vegas, Nevada 89109
Attention: Chief Financial officer
Re: Boyd Gaming Corporation and California Hotel and Casino
Gentlemen:
Please refer to (1) the $500,000,000 Credit Agreement, dated as of June
19, 1996 (as amended by the First Amendment to Credit Agreement dated as of
March 28, 1997, the "Credit Agreement"), by and among Boyd Gaming Corporation
and California Hotel and Casino, as the Borrowers, the commercial lending
institutions party thereto (collectively, the "Lenders"), Wells Fargo Bank N.A.,
as Swingline Lender, Canadian Imperial Bank Of Commerce ("CIBC"), as letter of
credit issuer, Bank of America National Trust and Savings Association and Wells
Fargo Bank N.A., as co-managing agents (herein, in such capacity, the
"Co-Managing Agents"), Bankers Trust Company, Credit Lyonnais Los Angeles Branch
and Societe Generale, as co-agents (herein, in such capacity, the "Co-Agents"),
and CIBC, as administrative agent and collateral agent for the Lenders (herein,
in such capacity, called the "Agent")(the Lenders, the Co-Managing Agents, the
Co-Agents and the Agent herein are collectively called the "Beneficiaries") and
(2) the General Continuing Guaranties, dated as of June 19, 1996 of Mare-Bear,
Inc., Sam-Will, Inc., Boyd Tunica, Inc., Boyd Kansas City, Inc., Eldorado, Inc.,
Boyd Mississippi, Inc., Boyd Kenner, Inc. and MSW, Inc. and the General
Continuing Guaranties dated as of December 13, 1996 of
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East Peoria Hotel, Inc. and Par-A-Dice Gaming Corporation, executed in favor
of the Beneficiaries (each such Guaranty is herein called a "Guaranty").
Pursuant to an amendment dated of even date herewith, certain terms of the
Credit Agreement were amended. We hereby request that you (i) acknowledge and
reaffirm all of your obligations and undertakings under your Guaranty and (ii)
acknowledge and agree that your Guaranty is and shall remain in full force and
effect in accordance with the terms thereof.
Please indicate your agreement to the foregoing by signing in the space
provided below, and returning the executed copy to the undersigned.
CANADIAN IMPERIAL BANK OF COMMERCE,
as Administrative Agent
By:
-----------------------------------------
Title: Managing Director
CIBC Wood Gundy Securities
Corp., AS AGENT
Acknowledged and Agreed to
MARE-BEAR, INC.
By:
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Its:
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SAM-WILL, INC.
By:
----------------------------
Its:
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BOYD TUNICA, INC.
By:
----------------------------
Its:
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BOYD KANSAS CITY, INC
By:
----------------------------
Its:
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ELDORADO, INC.
By:
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Its:
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BOYD MISSISSIPPI, INC.
By:
----------------------------
Its:
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BOYD KENNER, INC.
By:
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Its:
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MSW, INC.
By:
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Its:
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EAST PEORIA HOTEL, INC.
By:
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Its:
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PAR-A-DICE GAMING CORPORATION
By:
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Its:
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EXHIBIT B to
Second Amendment
to Credit Agreement
Form of Certificate of the
Borrowers of Compliance with the
Provisions of Section 7.2
Schedule of Compliance with the
Credit Agreement
dated as of June 19, 1996, as amended
as of __________, 19__
The undersigned,__________________________________________ of, Boyd
Gaming Corporation and California Hotel and Casino (the "Borrowers"), pursuant
to Section 7.1.1(c) and (d) of the Credit Agreement, dated as of June 19, 1996,
as amended (the "Credit Agreement"), among the Borrowers, Canadian Imperial Bank
of Commerce, as Agent, and the various financial institutions as are, or may
become, parties thereto, hereby certifies that as of the date hereof (defined
terms in the Credit Agreement being used herein with the same meanings as in the
Credit Agreement), the following computations were true and correct:
I. Calculation of EBITDA for four consecutive Fiscal Quarters ending
on the date set forth above:
a. Consolidated earnings of Boyd Gaming $_____________
before: depreciation $______________
amortization $______________
interest expense $______________
pre-opening expenses $______________
extraordinary items $______________
taxes $______________
plus (if applicable without duplication)
b. Earnings of any New Venture which became a
direct or indirect Subsidiary of Boyd Gaming
during such period: $_____________
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before: depreciation $______________
amortization $______________
interest expense $______________
pre-opening expense $______________
extraordinary items $______________
taxes $______________
plus (or minus)
c. any non-cash loss (or gain arising from
change in GAAP $_____________
EBITDA $_____________
II. Additional Indebtedness Test, Section 7.2.2
a. Aggregate notional principal amount of
secured Hedging Obligations under (iii):
[description]
Aggregate notional principal amount of
such secured Hedging Obligations shall
not exceed $300,000,000.
b. Indebtedness outstanding under (v):
(description)
Total Indebtedness described above shall
not exceed $25,000,000.
III. Tangible Net Worth Test, Section 7.2.4(a)
a. Actual Tangible Net Worth
(i) consolidated net worth $_____________
less (ii) intangible assets $_____________
TOTAL $_____________
b. Required Tangible Net Worth
(i) $210,000,000 $210,000,000
pus (ii) 50% of Consolidated net income
(without giving effect to any losses)
for each Fiscal Quarter ending on or
after September 30, 1996 $_____________
plus (iii) Amount of increased equity due
to stock issuances $_____________
minus (iv) Amount of goodwill from
acquisition of Par-A-Dice Gaming
Corporation (not to exceed
$130,000,000) $_____________
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minus (v) Noncash writedowns taken by
Boyd Kansas City in connection
with its Venture in
Kansas City, Missouri $_____________
minus (vi) The amount of goodwill, not
to exceed $95,000,000,
associated with the
acquisition of Treasure Chest $_____________
TOTAL $_____________
c. Actual Tangible Net Worth shown
in (a) above must exceed (b) $_____________
IV. Funded Debt to EBITDA Ratio, Section 7.2.4(b)
a. Funded Debt of Boyd Gaming and its
Subsidiaries
(i) obligations for borrowed money $_____________
plus (ii) letter of credit and bankers
acceptances $_____________
plus (iii) capitalized lease obligations $
plus (iv) deferred purchase price
indebtedness and secured
indebtedness $_____________
plus (v) contingent liabilities $_____________
TOTAL $_____________
b. Twelve month trailing
EBITDA (from Section I above) $_____________
c. Ratio of line (a) to line (b) to
------ ------
d. The ratio on line (c) must not exceed to
------ ------
V. Fixed Charge Coverage Test, Section 7.2.4(c)
a. Twelve-month trailing EBITDA (from Section I above)
plus rental payments ($_____________)
b. Fixed charges
(i) Twelve-month consolidated net
interest expense $_____________
plus (ii) mandatory principal payments.(other
than payment of Indebtedness pursuant
to Section 5.1.16 and mandatory
prepayments of Loans upon Commitment
reductions) $_____________
plus (iii) provision for tax payments $_____________
plus (iv) dividends and distributions $_____________
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plus (v) share redemptions and repurchases $_____________
plus (vi) rental payments $_____________
c. Ratio of line (a) to line (b) to
------ ------
d. The ratio on line (c) at the end of any
Fiscal Quarter must exceed to
------ ------
VI. Expansion Capital Expenditures after the effective date of the Second
Amendment to the Credit Agreement, Section 7.2.7(a)
a. Aggregate Expansion Capital Expenditures
during term of Agreement $_____________
[List Expenditures by Venture]
b. Line (a) must not exceed $50,000,000 plus net
cash proceeds from the issuance or sale of
Boyd Gaming capital stock ($______________) after
March 31, 1997
VII. Maintenance Capital Expenditures, Section 7.2.7(b)
a. Aggregate Maintenance Capital Expenditures
for current Fiscal Year $_____________
b. Line (a) must not exceed $__,000,000.
VIII. New Venture Investments, Section 7.2.5
a. Aggregate New Venture Investments during
term of Agreement $_____________
[List Investments by New Venture]
IX. Pledgor EBITDA (Fiscal Year test)
a. Consolidated earnings of all Pledgors
attributable to the Pledged Casinos $_____________
before: depreciation $__________
amortization $__________
interest expense $__________
pre-opening expenses $__________
extraordinary items $__________
taxes $__________
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plus
b. Consolidated earnings of any Venture that
becomes a Pledged Casino pursuant to
Section 7.1.11 $_____________
before: depreciation $_____________
amortization $_____________
interest expense $_____________
pre-opening expenses $_____________
extraordinary items $_____________
taxes $_____________
plus (or minus)
c. Any non-cash loss (or gain) arising from
a change in GAAP $_____________
Pledgor EBITDA $_____________
I hereby further certify that no event has occurred or is continuing on the date
hereof which constitutes an Event of Default or a Default.
IN WITNESS WHEREOF, I have hereunto set my hand as of the date first above
written.
BOYD GAMING CORPORATION
By
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Its:
CALIFORNIA HOTEL AND CASINO
By
-----------------------------------
Its:
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