EXHIBIT 10.43
AMENDMENT NO. 2 TO AMENDED AND
RESTATED REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 2 to Amended and Restated Reducing Revolving Loan
Agreement (this "Amendment") is entered into with reference to the Amended
Reducing Revolving Loan Agreement dated as of October 14, 1998 among Hollywood
Park, Inc. ("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 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 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
----
follows:
1. Section 1.1. Section 1.1 of the Loan Agreement is amended by
----------- ---
deleting the period at the end of the definition of "Interest Charges" and
adding the following at that place:
and (iii) Interest Charges consisting of fees paid and
discounts allowed to the "Initial Purchasers" of
Borrower's 9-1/4% Senior Subordinated Notes due 2007
and similar fees and discounts incurred in connection
with the issuance by Borrower of other Subordinated
Obligations.
2. Representation and Warranty. Borrower represents and warrants that,
---------------------------
as of the date hereof and giving effect to this Amendment, no Default or Event
of Default exists.
3. Conditions Precedent. The effectiveness of this Amendment is
--------------------
conditioned upon the receipt by the Administrative 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;
-1-
(b) 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; and
(c) Written consent of the Subsidiary Guarantors in the form of
Exhibit B to this Amendment.
4. Confirmation. In all respects, the terms of the Loan Agreement (as
------------
amended hereby) are hereby confirmed.
IN WITNESS WHEREOF, Borrower and the Administrative Agent have
executed this Amendment as of September 24, 1999 by their duly authorized
representatives.
HOLLYWOOD PARK, INC.
By: /S/ Bruce C. Hinckley
---------------------------------------
Bruce C. Hinckley
Chief Financial Officer
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Administrative Agent
By: /S/ Janice Hammond
---------------------------------------
Janice Hammond
Vice President
-2-
Exhibit A to Amendment
CONSENT OF BANK
---------------
Reference is hereby made to that certain Amended and Restated Reducing
Revolving Loan Agreement dated as of October 14, 1998 among Hollywood Park, Inc.
("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 National Trust and Savings Association, as Administrative Agent (the
"Loan Agreement").
The undersigned Bank hereby consents to the execution and delivery of
Amendment No. 2 to Amended and Restated Reducing Revolving Loan Agreement by the
Administrative Agent on its behalf, substantially in the form of the most recent
draft thereof presented to the undersigned Bank.
Dated: September 24, 1999
Bank of America National Trust & Savings
Association
By: /S/ Jon Varnell,
-------------------------------------
Jon Varnell,
Managing Director
Bank of Scotland
By: /S/ Annie Glynn
-------------------------------------
Annie Glynn
Senior Vice President
Bank One Louisiana, N.A.
By: /S/ Stephen M. Valdez
-------------------------------------
Stephen M. Valdez
Vice President
-3-
CIBC Inc.
By: /S/ Carter W. Harned
--------------------------------
Carter W. Harned
Director
CIBC World Markets Corp., as Agent
Hibernia National Bank
By: /S/ Ross S. Wales
--------------------------------
Ross S. Wales
Vice President
Societe Generale
By: /S/ Donald L. Schubert
--------------------------------
Donald L. Schubert
Managing Director
-4-
Exhibit B to Amendment
CONSENT OF SUBSIDIARY GUARANTORS
--------------------------------
Reference is hereby made to that certain Amended and Restated Reducing
Revolving Loan Agreement dated as of October 14, 1998 among Hollywood Park, Inc.
("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 National Trust and Savings Association, as Administrative Agent (the
"Loan Agreement").
Each of the undersigned Subsidiary Guarantors hereby consents to
Amendment No. 2 to the Loan Agreement in the form executed by Borrower and
confirms that the Subsidiary Guaranty and all Collateral Documents to which it
is a party remain in full force and effect.
Dated: September 24, 1999
HP YAKAMA, INC., HP/COMPTON, INC.,
a Delaware corporation a California corporation
By: /S/ Bruce C. Hinckley
-----------------------------
Bruce C. Hinckley By: /S/ Bruce C. Hinckley
-----------------------------
Chief Financial Officer Bruce C. Hinckley
Chief Financial Officer
TURF PARADISE, INC.,
an Arizona corporation
By: /S/ Bruce C. Hinckley
-------------------------
Bruce C. Hinckley
Chief Financial Officer
-5-
CRYSTAL PARK HOTEL AND CASINO BOOMTOWN, INC.,
DEVELOPMENT COMPANY, LLC, a Delaware corporation
a California limited
liability company
By: HP/COMPTON, INC., By: /S/ Bruce C. Hinckley
-------------------------------
a California corporation, Bruce C. Hinckley
its managing member Chief Financial Officer
By: /S/ Bruce C. Hinckley
-----------------------------
Bruce C. Hinckley
Chief Financial Officer
BOOMTOWN HOTEL & CASINO, INC., MISSISSIPPI-I GAMING, L.P.,
a Nevada corporation a Mississippi limited partnership
By: /S/ Bruce C. Hinckley
----------------------------------
Bruce C. Hinckley By: BAYVIEW YACHT CLUB,
Chief Financial Officer INC., a Mississippi corporation,
its general partner
By: /S/ Bruce C. Hinckley
-----------------------------
Bruce C. Hinckley
Chief Financial Officer
BAYVIEW YACHT CLUB, INC., LOUISIANA-I GAMING, L.P.,
a Mississippi corporation a Louisiana partnership in commendam
By: /S/ Bruce C. Hinckley By: LOUISIANA GAMING
----------------------------------
Bruce C. Hinckley ENTERPRISES, INC.,
Chief Financial Officer a Louisiana corporation,
its general partner
By: /S/ Bruce C. Hinckley
-----------------------------
Bruce C. Hinckley
Chief Financial Officer
-6-
BOOMTOWN HOOSIER, INC., LOUISIANA GAMING ENTERPRISES,
a Nevada corporation INC.,
a Louisiana corporation
By: /S/ Bruce C. Hinckley By: /S/ Bruce C. Hinckley
-------------------------------- --------------------------------
Bruce C. Hinckley Bruce C. Hinckley
Chief Financial Officer Chief Financial Officer
INDIANA VENTURES, LLC, SWITZERLAND COUNTY
a Nevada limited liability DEVELOPMENT CORP., a Nevada
company corporation
By: BOOMTOWN HOOSIER, INC.
a Nevada corporation, By: /S/ Bruce C. Hinckley
-------------------------------
as Managing Member Bruce C. Hinckley
Chief Financial Officer
By: /S/ Bruce C. Hinckley
---------------------------
Bruce C. Hinckley
Chief Financial Officer
CASINO MAGIC CORP., MARDI GRAS CASINO CORP.,
a Minnesota corporation a Mississippi corporation
By: /S/ Bruce C. Hinckley By: /S/ Bruce C. Hinckley
-------------------------------- -------------------------------
Bruce C. Hinckley Bruce C. Hinckley
Chief Financial Officer Chief Financial Officer
BILOXI CASINO CORP., CASINO MAGIC FINANCE CORP.,
a Mississippi corporation a Mississippi corporation
By: /S/ Bruce C. Hinckley By: /S/ Bruce C. Hinckley
-------------------------------- -------------------------------
Bruce C. Hinckley Bruce C. Hinckley
Chief Financial Officer Chief Financial Officer
-7-
BAY ST. LOUIS CASINO CORP., CASINO ONE CORPORATION,
a Mississippi corporation a Mississippi corporation
By: /S/ Bruce C. Hinckley By: /S/ Bruce C. Hinckley
-------------------------------- ------------------------------
Bruce C. Hinckley Bruce C. Hinckley
Chief Financial Officer Chief Financial Officer
-8-