EXHIBIT 10.8
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT ("First Amendment")
is made and entered into as of the 1st day of June, 2000, by and among MTR
GAMING GROUP, INC., a Delaware corporation ("MTRI"), MOUNTAINEER PARK, INC., a
West Virginia corporation ("MPI"), SPEAKEASY GAMING OF LAS VEGAS, INC., a Nevada
corporation ("SGLVI") and SPEAKEASY GAMING OF RENO, INC., a Nevada corporation
("SGRI" and together with MTRI, MPI and SGLVI, collectively referred to as the
"Borrowers") and WELLS FARGO BANK, National Association, as Lender and as the
administrative and collateral agent for the Lenders (herein in such capacity
called the "Agent Bank" and, together with the Lenders, collectively referred to
as the "Banks").
R E C I T A L S:
WHEREAS:
A. Borrowers, Agent Bank and Lender entered into a Credit
Agreement dated as of December 20, 1999 (the "Existing Credit Agreement") for
the purpose of establishing a reducing revolving credit facility in favor of
Borrowers in the initial maximum principal amount of Thirty Million Dollars
($30,000,000.00). As of April 1, 2000, the Maximum Scheduled Balance was reduced
to Twenty-Eight Million Five Hundred Thousand Dollars ($28,500,000.00).
B. For the purpose of this First Amendment, all capitalized
words and terms not otherwise defined herein shall have the respective meanings
and be construed herein as provided in Section 1.01 of the Existing Credit
Agreement and any reference to a provision of the Existing Credit Agreement
shall be deemed to incorporate that provision as a part hereof, in the same
manner and with the same effect as if the same were fully set forth herein.
C. Borrowers desire to amend the Existing Credit Agreement for
the following purposes:
(i) increasing the Aggregate Commitment on a short
term basis from Twenty-Eight Million Five Hundred Thousand
Dollars ($28,500,000.00) to Thirty-Eight Million Five Hundred
Thousand Dollars ($38,500,000.00) and revising the Aggregate
Commitment Reduction Schedule for the purpose of increasing
the Maximum Scheduled Balance by Ten Million Dollars
($10,000,000.00) for a revised Maximum Scheduled Balance of
Thirty-Eight Million Five Hundred Thousand Dollars
($38,500,000.00) as of the First Amendment Effective Date
through August 1, 2000;
(ii) waiving compliance, on a one-time basis only,
with the Adjusted Fixed Charge Coverage Ratio for the Fiscal
Quarter ended March 31, 2000; and
(iii) permitting Borrowers to make Share Repurchases
up to the maximum aggregate amount of Three Million Dollars
($3,000,000.00).
D. Banks have agreed to make the amendments set forth in the
preceding recital paragraph subject to the terms, conditions and provisions set
forth in this First Amendment.
NOW, THEREFORE, in consideration of the foregoing and other
good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto do agree to the amendments and
modifications to the Existing Credit Agreement in each instance effective as of
the First Amendment Effective Date, as specifically hereinafter provided as
follows:
1. DEFINITIONS. Section 1.01 of the Existing Credit Agreement
entitled "Definitions" shall be and is hereby amended to include the following
definitions. Those terms which are currently defined by Section 1.01 of the
Existing Credit Agreement and which are also defined below shall be superseded
and restated by the applicable definition set forth below:
"Agent Bank" shall mean WFB in its capacity as administrative
and collateral agent for Lenders.
"Aggregate Commitment" shall mean reference to the aggregate
amount committed by Lenders for advance to or on behalf of Borrowers as
Borrowings under the Credit Facility in the principal amount of Thirty-Eight
Million Five Hundred Thousand Dollars ($38,500,000.00), as of the First
Amendment Effective Date and continuing until August 1, 2000, and on August 1,
2000, reduced to the principal amount of Twenty-Eight Million Five Hundred
Thousand Dollars ($28,500,000.00) and thereafter as reduced on each Reduction
Date by the Scheduled Reductions to the Maximum Scheduled Balance, and further
subject to the additional reductions and/or limitations for advance as set forth
or incorporated in the definition of Maximum Permitted Balance.
"Aggregate Commitment Reduction Schedule" shall mean the
Aggregate Commitment Reduction Schedule marked "Schedule 2.01(c)", affixed to
the First Amendment and by this reference incorporated herein and made a part
hereof, setting forth the Scheduled Reductions and Maximum Scheduled Balance as
of each Reduction Date under the Credit Facility.
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"Commitment Increase" shall mean the increase of the Maximum
Scheduled Balance by Ten Million Dollars ($10,000,000.00) for the short term
period beginning on the First Amendment Effective Date through August 1, 2000.
"Credit Agreement" shall mean the Existing Credit Agreement as
amended by the First Amendment, together with all Schedules, Exhibits and other
attachments thereto, as it may be further amended, modified, extended, renewed
or restated from time to time.
"Existing Credit Agreement" shall have the meaning set forth
in Recital Paragraph A of the First Amendment.
"First Amendment" shall mean the First Amendment to Credit
Agreement.
"First Amendment Effective Date" shall mean June 6, 2000.
"Maximum Scheduled Balance" shall mean the maximum amount of
scheduled principal which may be outstanding on the Credit Facility from time to
time in the amount of Thirty-Eight Million Five Hundred Thousand Dollars
($38,500,000.00) as of the First Amendment Effective Date through August 1, 200
and thereafter in the amount of Twenty-Eight Million Five Hundred Thousand
($28,500,000.00), as further reduced from time to time by the Scheduled
Reductions as set forth on the Aggregate Commitment Reduction Schedule.
"Note" shall mean the Revolving Credit Note (First Restated),
a copy of which is marked "Exhibit A", affixed to the First Amendment and by
this reference incorporated herein and made a part hereof, executed by Borrowers
on or before the First Amendment Effective Date, payable to the order of Agent
Bank on behalf of the Lenders, evidencing the Credit Facility, as the same may
be amended, modified, supplemented, replaced, renewed or restated from time to
time.
"Share Repurchases" shall mean the purchase of shares of the
common voting stock of MTRI by Borrowers, or any of them, on the open market.
2. REVISION OF REDUCTION SCHEDULE. As of the First Amendment
Effective Date, the Aggregate Commitment Reduction Schedule shall be fully
amended and restated by the Aggregate Commitment Reduction Schedule attached to
the First Amendment as Schedule 2.01(c). The Maximum Scheduled Balance shall be
revised so as to make available to the Borrower an additional Ten Million
Dollars ($10,000,000.00) to the Maximum Scheduled Balance during the period
commencing on the First Amendment Effective Date and ending on August 1, 2000.
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3. ONE-TIME WAIVER OF MINIMUM ADJUSTED FIXED CHARGE COVERAGE
RATIO VIOLATION. As of the First Amendment Effective Date, Lender shall and does
hereby waive the violation of the minimum Adjusted Fixed Charge Coverage Ratio
covenant set forth in Section 6.02 of the Existing Credit Agreement, which
violation occurred as of the Fiscal Quarter ended March 31, 2000.
4. CARVE-OUT FOR SHARE REPURCHASES. Notwithstanding any
contained in Section 6.05 of the Existing Credit Agreement entitled "Restriction
on Distributions", Borrowers and Banks hereby agree that on and after May 1,
2000 Borrowers may make Share Repurchases up to the cumulative maximum aggregate
principal amount of Three Million Dollars ($3,000,000.00).
5. CONDITIONS PRECEDENT TO FIRST AMENDMENT EFFECTIVE DATE.
The occurrence of the First Amendment Effective Date is subject to Agent Bank
having received the following documents and payments, in each case in a form and
substance reasonably satisfactory to Agent Bank, and the occurrence of each
other condition precedent set forth below on or before June 9, 2000:
a. Due execution by Borrowers and Banks of four (4) duplicate
originals of this First Amendment;
b. Due execution by Borrowers of the original Revolving Credit
Note (First Restated);
c. Corporate resolutions or other evidence of requisite
authority of each of the Borrowers to execute the First Amendment;
d. Borrowers shall have executed and delivered to Agent Bank
any amendments to the Security Documentation reasonably requested by Agent Bank
for the purpose of securing repayment of the Commitment Increase and shall pay
the costs of a 110.5 endorsement or other applicable endorsement to the Title
Insurance Policies evidencing its continued application to the Credit Facility,
as increased by the Commitment Increase, and to the Security Documentation;
e. Reimbursement to Agent Bank by Borrowers for all reasonable
fees and out-of-pocket expenses incurred by Agent Bank in connection with the
Commitment Increase, including, but not limited to, reasonable attorneys' fees
of Henderson & Morgan, LLC and all other like expenses remaining unpaid as of
the First Amendment Effective Date; and
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f. Such other documents, instruments or conditions as may be
reasonably required by Lenders.
6. REPRESENTATIONS OF BORROWERS. Borrowers hereby represent
to the Banks that:
a. The representations and warranties contained in
Article IV of the Existing Credit Agreement and contained in each of the other
Loan Documents (other than representations and warranties which expressly speak
only as of a different date, which shall be true and correct in all material
respects as of such date) are true and correct on and as of the First Amendment
Effective Date in all material respects as though such representations and
warranties had been made on and as of the First Amendment Effective Date, except
to the extent that such representations and warranties are not true and correct
as a result of a change which is permitted by the Credit Agreement or by any
other Loan Document or which has been otherwise consented to by Agent Bank;
b. Since the date of the most recent financial
statements referred to in Section 5.08 of the Existing Credit Agreement, no
Material Adverse Change has occurred and no event or circumstance which could
reasonably be expected to result in a Material Adverse Change has occurred;
c. After giving effect to the First Amendment, no
event has occurred and is continuing which constitutes a Default or Event of
Default under the terms of the Credit Agreement; and
d. The execution, delivery and performance of this
First Amendment has been duly authorized by all necessary action of Borrowers
and this First Amendment constitutes a valid, binding and enforceable obligation
of Borrowers.
7. INCORPORATION BY REFERENCE. This First Amendment shall be
and is hereby incorporated in and forms a part of the Existing Credit Agreement.
8. GOVERNING LAW. This First Amendment shall be governed by
the internal laws of the State of Nevada without reference to conflicts of laws
principles.
9. COUNTERPARTS. This First Amendment may be executed in any
number of separate counterparts with the same effect as if the signatures hereto
and hereby were upon the same instrument. All such counterparts shall together
constitute one and the same document.
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10. CONTINUANCE OF TERMS AND PROVISIONS. All of the terms and
provisions of the Credit Agreement shall remain unchanged except as specifically
modified herein.
11. ADDITIONAL/REPLACEMENT SCHEDULES AND EXHIBITS ATTACHED.
The following additional and replacement Schedules and Exhibits are attached
hereto and incorporated herein and made a part of the Credit Agreement as
follows:
Schedule 2.01(c) - Aggregate Commitment Reduction Schedule
Exhibit A - Revolving Credit Note (First Restated) - Form
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IN WITNESS WHEREOF, the parties hereto have executed this
First Amendment as of the day and year first above written.
BORROWERS:
MTR GAMING GROUP, INC.,
a Delaware corporation
By /s/ Edson R. Arneault
-----------------------------
Edson R. Arneault,
President
MOUNTAINEER PARK, INC.,
a West Virginia corporation
By /s/ Edson R. Arneault
-----------------------------
Edson R. Arneault,
President
SPEAKEASY GAMING OF LAS VEGAS,
INC., a Nevada corporation
By /s/ Edson R. Arneault
-----------------------------
Edson R. Arneault,
President
SPEAKEASY GAMING OF RENO,
INC., a Nevada corporation
By /s/ Edson R. Arneault
-----------------------------
Edson R. Arneault,
President
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BANKS:
WELLS FARGO BANK,
National Association,
Agent Bank and Lender
By /s/ Virginia Christenson
-----------------------------
Virginia Christenson,
Assistant Vice President
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