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[EXECUTION COPY]
AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT
THIS AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT (this "Amendment No. 1"),
dated as of March 28, 1997, among BL DEVELOPMENT CORP., a Minnesota corporation,
as Lessee and Construction Agent; GRAND CASINOS, INC., a Minnesota corporation,
and certain of its Subsidiaries listed therein, as Guarantors; HANCOCK BANK, not
in its individual capacity, but solely as Lessor, Borrower and Trustee; the
persons listed therein, as Lenders; BANK OF SCOTLAND, WELLS FARGO BANK, NATIONAL
ASSOCIATION (successor by merger to First Interstate Bank of Nevada), and
SOCIETE GENERALE, as Co-Agents; CREDIT LYONNAIS, LOS ANGELES BRANCH, as Lead
Manager; and BA LEASING & CAPITAL CORPORATION, a California corporation, as
Arranger and Agent.
W I T N E S S E T H:
WHEREAS, Lessee, Guarantors, Trustee (both in its individual and trust
capacities), the Lenders, the Co-Agents, the Lead Manager and Agent are parties
to a Participation Agreement, dated as of May 10, 1996 (as amended or otherwise
modified to the date hereof, the "Participation Agreement");
WHEREAS, Lessee has requested, among other things, a waiver of compliance
with certain financial covenants contained in the Participation Agreement
arising from payment by the Parent under the Guaranty of certain amounts to
complete construction and installation of the Hotel as well as amendments to
certain other financial covenants contained therein, as more fully set forth
herein; and
WHEREAS, the Lenders are willing, on the terms and subject to the
conditions hereinafter set forth, to grant such requested waiver and to so amend
the Participation Agreement, but only upon the terms and conditions set forth
below;
NOW, THEREFORE, in consideration of the waiver and other agreements herein
contained, the parties hereto agree as follows:
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PART I
DEFINITIONS
SUBPART 1.1.
Certain Definitions. Unless otherwise defined in
Appendix 1 to the Participation Agreement, capitalized terms used in this
Amendment No. 1, including its preamble and recitals, have the following
meanings (such meanings to be equally applicable to the singular and plural
forms thereof):
"Amendment No. 1" is defined in the preamble.
"Amendment No. 1 Effective Date" is defined in Subpart 5.1.
"Participation Agreement" is defined in the first recital.
PART II
AMENDMENTS TO APPENDIX 1 TO PARTICIPATION AGREEMENT
Effective on (and subject to the occurrence of) the Amendment No. 1
Effective Date, Appendix 1 to the Participation Agreement is amended in
accordance with this Part II. Except to the extent amended by this Amendment
No. 1, Appendix 1 to the Participation Agreement is and shall continue to be in
full force and effect and is hereby ratified and confirmed in all respects.
SUBPART 2.1. Amendments to Appendix 1 to the Participation Agreement.
(a) Section D of Appendix 1 to the Participation Agreement is hereby
amended by inserting the following definitions in their alphabetically
appropriate places:
"Amendment No. 1" means Amendment No. 1 to Participation
Agreement, dated as of March 28, 1997, among the Lessee and
Construction Agent; the Guarantors; the Lessor, Borrower and Trustee;
the Lenders; the Co-Agents; the Lead Manager; and Agent, amending the
Participation Agreement as then in effect.
"Amendment No. 1 Effective Date" means the first date on which
all of the conditions precedent set forth in Subpart 5.1 of Amendment
No. 1 shall be satisfied or waived by all of the Lenders, but in no
event shall such date be later than March 28, 1997.
"Limited Guaranty" means the Limited Guaranty, dated as March
28, 1997, made by Parent in favor of each of the Beneficiaries defined
therein.
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"Option Agreement" means the Option Agreement, dated as of
March 28, 1997, between Parent and First Security Trust Company of
Nevada.
"Qualified Stratosphere Subsidiary" means all Persons that are
consolidated with Stratosphere Corporation for financial reporting
purposes in accordance with GAAP, except any Subsidiary that owns,
leases or otherwise controls any assets formerly owned, leased or
otherwise controlled by Parent or any of Parent's Consolidated
Subsidiaries.
(b) The following definitions contained in Section D of Appendix 1
to the Participation Agreement are hereby amended in their entirety to read as
set forth below:
"Commitment Termination Date" means the earlier of (i) the
Completion Date, (ii) May 31, 1997 and (iii) such earlier date on
which the Commitments shall terminate as provided in the Operative
Documents.
"Consolidated Fixed Charges" means, for each Computation
Period (except as provided in clause (v) below), the sum of (i)
Consolidated Interest Expense payable in cash, plus (ii) capitalized
interest accrued by the Parent and its Consolidated Subsidiaries for
such period, plus (iii) the aggregate amount of all federal, state,
local and foreign income taxes currently due and payable by the Parent
and its Consolidated Subsidiaries for such period, plus (iv)
Maintenance Capital Expenditures of the Parent and its Consolidated
Subsidiaries which for purposes of this clause (iv) shall not be less
than one and two percent of consolidated gross revenues of such
Persons for the periods from the Closing Date through June 29, 1997,
and from June 30, 1997 through the Final Maturity Date, respectively,
plus (v) the aggregate amount of scheduled amortization of all Debt of
the Parent and its Consolidated Subsidiaries for the next following
Computation Period, plus (vi) without duplication, the aggregate
amount of all capital contributions and payments made by the Parent to
Stratosphere Corporation under the Standby Equity Commitment
Agreement.
"Consolidated Subsidiary" means all Persons that are
consolidated with Parent for financial reporting purposes in
accordance with GAAP, excluding Stratosphere Corporation, Stratosphere
Gaming Corporation and any Qualified Stratosphere Subsidiary should
any one become a Consolidated Subsidiary on Parent's consolidated
financial statements. Any investment of Parent or any of its
Consolidated Subsidiaries in Stratosphere Corporation or Stratosphere
Gaming Corporation or nay Consolidated Subsidiary thereof shall be
taken into account in determining the Consolidated Net Worth of
Parent.
"Fiscal Year" means any 52 or 53 week period ending on the Sunday in
December or January closest to December 31; any reference to a Fiscal Year with
a number corresponding to any calendar year refers to the Fiscal Year ended on
the Sunday closest to December 31st of such
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calendar year (e.g., "1996 Fiscal Year" refers to the Fiscal Year ended on
Sunday, December 29, 1996).
"Fiscal Quarter" means any quarter of a Fiscal Year consistent
with GAAP.
"Hotel Site" means from the date hereof until such date as
Trustee shall have complied with all the provisions of Subpart 5.4(a)
of Amendment No. 1, the parcel of real property described on Exhibit B
to the Lease, and thereafter the parcel of real property described on
Exhibit D to Amendment No. 1.
PART III
AMENDMENTS TO PARTICIPATION AGREEMENT
Effective on (and subject to the occurrence of) the Amendment No. 1
Effective Date, the Participation Agreement is amended in accordance with this
Part III. Except to the extent amended by this Amendment No. 1, the
Participation Agreement is and shall continue to be in full force and effect
and is hereby ratified and confirmed in all respects.
SUBPART 3.1. Amendments to Article III.
(a) Section 3.4 of the Participation Agreement is hereby amended by
adding at the end of clause (d) thereof the following:
"(e) Water and Sewer Easement. Lessee shall have delivered
to Agent and Trustee:
(i) a duly executed document in recordable form
and in substance reasonably acceptable to Agent and Trustee,
granting to Trustee a limited, nonexclusive easement across
the Land running in favor of the Hotel Site, to assure that
sewer and water services can be made available to the Hotel
Site (in the event that the Trustee occupies or assumes
control over the Hotel Site), which easements shall terminate
upon the earlier of (i) the date on which the indebtedness
secured by the Deed of Trust is satisfied or (ii) the date, if
any, that Lessee and BL Utility Corp., a Minnesota corporation
("BL Utility"), transfer ownership of or grant a long term
lease to the related sewer and water facilities to an
unrelated third party and such third party delivers to Agent
and Trustee a certificate in form and substance acceptable to
Agent and Trustee stating that it is currently providing and
shall continue to provide sewer and water utilities to the
Hotel Site in an amount sufficient to meet the then required
demands for the
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Hotel. The foregoing easement shall be a present and current
grant of rights in and to the Land. Notwithstanding the
foregoing, Agent and Trustee agree not to exercise any such
right unless and until (i) Agent or Trustee, as the case may
be, acquires possession or control of the Hotel pursuant to
the terms of the Operative Documents and (ii) Lessee shall
fail to cause BL Utility to enter into a service contract
acceptable to Agent and Trustee which provides standard and
customary terms and provisions for the delivery and service of
sewer and water utilities to the Hotel and Hotel Site.
(ii) Lessee shall have leased the property
identified on Exhibit A to Amendment No. 1 to Trustee for
inclusion in the reconfigured Hotel Site as described on
Exhibit D to Amendment No. 1 in a manner acceptable to Agent
and Trustee.
(f) Legal Description; Amendments. Lessee shall have
delivered to Agent (with copies for the Trustee and the Lenders):
(i) a legal description of the Hotel Site
(reflecting the addition of the parcel of land described on
Exhibit A to Amendment No. 1 and the subtraction of the parcel
of land described on Exhibit E to Amendment No. 1), certified
by a surveyor;
(ii) amendments, in recordable form, of the
Improvements Deed, the Ground Lease, the Deed of Trust (Resort
Hotel), Lease, Trust Agreement and Security Agreement
reflecting the revised boundaries of the Hotel Site;
(iii) a fully executed release of Liens, except for
Permitted Liens, relating to the parcel of land described on
Exhibit A to Amendment No. 1 from the Indenture Trustee and
any other party who may have a Lien on such real property;
(iv) revised fixture filings (in proper form for
filing with the appropriate filing location) regarding the
Hotel;
(v) updated mortgagee's construction loan title
insurance policies (or endorsements to the existing
mortgagee's construction loan title insurance policies) issued
by the Title Insurance Company pursuant to Section 3.3(c)
hereof in form and substance satisfactory to the Agents with
respect to the Hotel Site, insuring that the interests created
by the Deed of Trust relating to the Hotel Site (reflecting
the addition of the parcel of land described on Exhibit A to
Amendment No. 1 and the subtraction of the parcel of land
described on Exhibit E to Amendment No. 1) and the Lease
constitute valid first Liens on the Hotel Site (reflecting the
new boundaries thereof) and the leasehold interest free and
clear of
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all defects and encumbrances, except for Permitted Liens,
unless otherwise approved by the Agents and its counsel in
writing; and
(vi) such other approvals, opinions or documents
as the Agents may reasonably request, including, without
limitation, an opinion concerning the documents and items in
Amendment No. 1 of Watkins, Ludlam & Stennis, P.A. in form and
substance substantially similar to its opinion delivered on
May 10, 1996, including an opinion that the Agent has remedies
customarily obtained by lenders in Mississippi and can
foreclose on the Hotel Site notwithstanding the location of
the Hotel Site within a planned unit development.
All of the above-referenced documents will be in form and
substance satisfactory to the Agents."
SUBPART 3.2. Amendments to Article V.
(a) Section 5.16 of the Participation Agreement is hereby amended and
restated in its entirety to read as set forth below:
"SECTION 5.16. Financial Covenants.
(a) Fixed Charge Coverage. Parent shall maintain a
ratio of Consolidated Adjusted EBITDA to Consolidated Fixed
Charges, calculated as of the last day of each Computation
Period, of not less than the ratio set forth below:
Period Ratio
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through 12/28/97 1.15:1.00
12/29/97 and thereafter 1.25:1.00
(b) Consolidated Net Worth. The Consolidated Net
Worth of the Parent shall not at any time for the Fiscal Year
ended December 29, 1996 be less than $439,672,000 and
thereafter be less than an amount equal to the sum of (x)
$439,672,000 plus (1) 75% of Consolidated Net Income of the
Parent beginning with the first Fiscal Quarter of the 1997
Fiscal Year (but excluding any Consolidated Net Losses for any
Fiscal Quarter incurred on or after the Fiscal Quarter
commencing December 30, 1996) and calculated quarterly
thereafter for each subsequent Fiscal Quarter, plus (2)
beginning December 30, 1996 and thereafter, 100% of the
proceeds from the issuance by the Parent of an equity interest
in the Parent or a Subsidiary (other than Stratosphere
Corporation and its Subsidiaries) to one or more Persons
unaffiliated with Parent, or the Ownership Percentage
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Interest of the proceeds from the issuance by a Subsidiary (other than
Stratosphere Corporation and its Subsidiaries) of an equity interest in
such Subsidiary to one or more Persons unaffiliated with the Parent.
(c) Consolidated Adjusted Senior Funded Debt/Consolidated Adjusted
EBITDA Ratio. Parent shall maintain a ratio of Consolidated Adjusted
Senior Funded Debt to Consolidated Adjusted EBITDA, calculated as of the
last day of each Computation Period, of not greater than the ratio set
forth below:
Period Ratio
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12/29/96 4.00:1.00
3/30/97 4.00:1.00
6/29/97 4.75:1.00
9/28/97 4.50:1.00
12/28/97 through 12/26/98 4.00:1.00
12/27/98 through 12/30/2000 3.50:1.00
12/31/2000 and thereafter 3.00:1.00
(d) Consolidated Adjusted Total Funded Debt/Consolidated Adjusted EBITDA
Ratio. Parent shall maintain a ratio of Consolidated Adjusted Total Funded Debt
to Consolidated Adjusted EBITDA, calculated as of the last day of each
Computation Period, of not greater than the ratio set forth below:
Period Ratio
------ -----
12/29/96 4.00:1.00
3/30/97 4.00:1.00
6/29/97 4.75:1.00
9/28/97 4.50:1.00
12/28/97 and thereafter 4.00:1.00
(e) For purposes of computing the financial covenants set forth in
Sections 5.16(a), (c) and (d), acquisitions, dispositions and discontinued
operations that have been made by Parent or any of its Consolidated
Subsidiaries, including all mergers, consolidations and dispositions, during the
Computation Period, shall be calculated on a pro forma basis assuming that all
such acquisitions, dispositions, discontinued operations, mergers
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and consolidations (and the reduction of any associated fixed charge
obligations resulting therefrom) had occurred on the first day of the
Computation Period in question".
(b) A new Section 5.23 is hereby added to Article V of the Participation
Agreement to read as follows:
"SECTION 5.23. Fiscal Year. Neither Lessee nor Parent shall
change its Fiscal Year for financial accounting purposes without the
prior written consent of the Required Lenders.
(c) A new Section 5.24 is hereby added to Article V of the Participation
Agreement to read as follows:
"SECTION 5.24. Restrictions on Indebtedness. The first
$100,000,000 of Debt described in clause (i) of such definition
incurred by Lessee, Construction Agent, any Guarantor or Parent on or
after the Amendment No. 1 Effective Date will be used solely for
capital expenditures by Parent, Parent's Subsidiaries, Stratosphere
Corporation or Stratosphere Corporation's Subsidiaries."
(d) Sections 5.14 (a) and (b) of the Participation Agreement are hereby
amended to require the Parent and the Lessee to deliver to the Trustee, each
Lender and the Agent consolidating statements of Parent and its Consolidated
Subsidiaries (including Stratosphere Corporation and Stratosphere Gaming
Corporation) of operations, cash flows and common shareholders' equity, in each
case setting forth in comparative form the figures for the preceding Fiscal Year
or portion of the Fiscal Year, as the case may be, as well as the financial and
other information previously set forth in Sections 5.14(a) and (b). Such
consolidating financial statements shall be delivered together with the
consolidated financial statements of Parent in accordance with Sections 5.14(a)
and (b):
SUBPART 3.3. Amendment to Schedule VIII.
Part I of Schedule VIII of the Participation Agreement is hereby
amended and restated in its entirety to read as set forth in Exhibit B.
SUBPART 3.4. Amendment to Exhibit Q.
Exhibit Q of the Participation Agreement is hereby amended and
restated in its entirety to read as set forth in Exhibit C.
PART IV
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CONSENT TO CERTAIN ACTIONS
SUBPART 4.1. Consent. Effective on (and subject to the occurrence of) the
Amendment No. 1 Effective Date, and in reliance upon the representations and
warranties contained herein, the Trustee, Agent and Lenders hereby consent to:
(a) the mergers of GCI Biloxi Hotel Acquisition Corporation
into Grand Casinos of Mississippi, Inc.- Biloxi and of GCI Gulfport
Hotel Acquisition Corporation into Grand Casinos of Mississippi, Inc.-
Gulfport all and hereby acknowledge receipt of notice thereof;
(b) the relocation of Parent's chief executive offices prior
to the date hereof to a location in the same county and state without
notice to Trustee, Agent and Lenders;
(c) Parent's failure to deliver to Trustee and Agent the
Financial Covenant Compliance Certificate for the Fiscal Quarter ended
December, 1996 required pursuant to Section 5.6(b) of the
Participation Agreement; and
(d) the certification by Lessee that commercial operation of
the Hotel is reasonably expected to commence no later than three
months from March 31, 1997 and hereby acknowledge receipt of notice by
Construction Agent requesting the extension of the Construction
Termination Date for three months.
SUBPART 4.2. No Default. In order to induce the Lenders to (a) consent to
the actions set forth in Subpart 4.1 and (b) agree to the amendments set forth
in Article III, Lessee, Construction Agent and each Guarantor hereby jointly and
severally represent and warrant that, after giving effect to the consent to
actions set forth above and the amendments set forth in Article III, no Event of
Default has occurred and is continuing, and each of the representations and
warranties contained in the Participation Agreement and the other Operative
Documents (other than any representation or warranty which expressly relates to
a different date) is true and correct in all material respects as of the date
hereof as if made on the date hereof.
PART V
CONDITIONS TO EFFECTIVENESS, REPRESENTATIONS AND WARRANTIES AND
ADDITIONAL COVENANTS
SUBPART 5.1. Effective Date. This Amendment No. 1 shall be and become
effective as of the date (the "Amendment No. 1 Effective Date") upon the prior
or concurrent satisfaction of each of the conditions precedent set forth in this
Subpart 5.1.
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(a) Execution of Certain Documents. Agent shall have received: (i)
counterparts of this Amendment No. 1 duly executed by Lessee, each Guarantor,
Trustee, Lenders, Co-Agents, Lead Manager, and Agent (or evidence thereof
satisfactory to the Agent); (ii) the Option Agreement duly executed by Parent
and First Security Trust Company of Nevada; and (iii) the Limited Guaranty duly
executed by Parent.
(b) Resolutions, Incumbency, etc.. Agent shall have received (with copies
for the Trustee and each Lender) a certificate, dated the date hereof, of the
Secretary or Assistant Secretary of each of the Lessee and each Guarantor,
respectively, as to
(i) resolutions of the Board of Directors of such Person then in
full force and effect authorizing the execution, delivery and
performance of this Amendment No. 1,
(ii) the incumbency and signatures of those officers of such
Person authorized to act with respect to this Amendment No. 1, and
(iii) the Articles or Certificate of Incorporation of such
Person as in effect on the date hereof (certified by the Secretary of
State or similarly applicable Governmental Authority), of its state of
incorporation as of a recent date and the by-laws of such Person as in
effect on the date hereof, upon which certificates each Lender may
conclusively rely until it shall have received a further certificate
of the Secretary of the Lessee or such Guarantor, as the case may be,
canceling or amending such prior certificate.
(c) Fees. All reasonable fees and expenses of Mayer, Brown & Platt in
connection with the negotiation, execution and delivery of this Amendment No. 1
and the transactions contemplated herein shall have been paid in full.
(d) Opinions of Counsel. Agent shall have received (with copies for the
Trustee and each Lender) an opinion, dated as of the date hereof and addressed
to the Agent, the Lenders and the Trustee, from Maslon Edelman Borman & Brand,
counsel to the Lessee and Guarantors, in form and substance acceptable to the
Agent.
(e) Accuracy of Representations and Warranties; No Default. On the
Amendment No. 1 Effective Date, Agent shall have received (with copies for the
Trustee and each Lender) certificates of the Secretary or Assistant Secretary of
each Guarantor and Lessee stating that after giving effect to this Amendment No.
1, all of the representations and warranties of the Lessee and each Guarantor
contained in the Participation Agreement and in Subpart 5.3 shall be true and
correct on and as of the Amendment No. 1 Effective Date in all material respects
as though made on and as of that date and no Default has occurred and is
continuing.
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(f) Legal Details, etc. Agent and its counsel shall have received
(with copies for the Trustee and each Lender) all information, and such
counterpart originals or such certified or other copies of such materials,
as Agent or its counsel may reasonably request, and all legal matters
incident to the effectiveness of this Amendment No. 1 shall be satisfactory
to Agent and its counsel. All documents executed or submitted pursuant
hereto or in connection herewith shall be satisfactory in form and
substance to Agent and its counsel.
SUBPART 5.2. Limitation. Except as expressly provided hereby, all of the
representations, warranties, terms, covenants and conditions of the
Participation Agreement and each other Operative Document shall remain unamended
and unwaived and shall continue to be, and shall remain, in full force and
effect in accordance with their respective terms. The amendments, modifications
and consents set forth herein shall be limited precisely as provided for herein,
and shall not be deemed to be a waiver of, amendment of, consent to or
modification of any other term or provision of the Participation Agreement or of
any term or provision of any other Operative Document or other instrument
referred to therein or herein, or of any transaction or further or future action
on the part of Lessee, any Guarantor or any other Person which would require the
consent of Agent or any of the Lenders under the Participation Agreement or any
such other Operative Document or instrument.
SUBPART 5.3. Representations and Warranties. Lessee and each Guarantor
jointly and severally represent and warrant to Trustee, Lenders, and Agents as
of the Amendment No. 1 Effective Date as follows:
(a) Attached hereto as Exhibit D is a true and complete legal
description of the Hotel Site, reflecting the addition of the property
identified on Exhibit A hereto and subtracting the property to be conveyed
to Lessee pursuant to Subpart 5.4(a), upon which the Hotel is being built.
(b) All utility services necessary for the operation and use of the
Hotel and Hotel Site are provided by persons or entities unaffiliated with
Lessee or Parent excluding water and sewer utilities services.
(c) The financial projections and assumptions delivered to Agent by
Parent and Lessee for purposes of amending the financial covenants
contained in Subpart 3.2 is based upon good faith estimates and assumptions
believed by the Parent and Lessee to be reasonable on the Amendment No. 1
Effective Date.
(d) No fact is known to the Parent or the Lessee which may have a
Material Adverse Effect that has not been set forth in the December 29,
1996 financial statements or disclosed to Trustee, Lenders and Agents in
connection with the preparation of this Amendment No. 1 or otherwise
notified to Trustee, Lenders, and Agents prior to the Amendment No. 1
Effective Date.
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SUBPART 5.4. Additional Covenants of Trustee, Co-Agents and Lenders.
(a) Upon transfer of the property identified on Exhibit A hereof
to Trustee and compliance by Lessee with Section 3.4(f)(ii) through
(v) of the Participation Agreement, Lenders shall direct the Trustee
to convey all right, title and interest to the property identified on
Exhibit E attached hereto to Lessee by quitclaim deed on an "as-is,
where-is" basis without representations or warranties except that such
property is free of any Lessor Liens.
(b) If at any time the Trustee, any Co-Agent, any of the Lenders
or their respective successors or assigns shall acquire fee ownership
or take possession or control of the Hotel, then upon the request of
the Lessee, they and Lessee agree to execute and deliver a reciprocal
easement agreement that mutually benefits and burdens each of the
Hotel Site and Land for the sole purpose of unrestricted shared
parking over and on each of said parcels of Land, which agreement
shall contain standard and customary terms reasonably acceptable to
each of the parties thereto and the Lenders.
PART VI
MISCELLANEOUS
SUBPART 6.1. Cross-References. References in this Amendment No. 1 to any
Part or Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment No. 1.
SUBPART 6.2. Operative Document Pursuant to Participation Agreement. This
Amendment No. 1 is an Operative Document executed pursuant to the Participation
Agreement and shall (unless otherwise expressly indicated therein) be construed,
administered and applied in accordance with the terms and provisions of the
Participation Agreement.
SUBPART 6.3. Successors and Assigns. This Amendment No. 1 shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
SUBPART 6.4. Counterparts, etc. This Amendment No. 1 may be executed by
the parties hereto in several counterparts, each of which when executed and
delivered shall be deemed to be an original and all of which shall constitute
together but one and the same agreement.
SUBPART 6.5. Governing Law. THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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SUBPART 6.6. Guarantor Affirmation and Consent. By its signature below,
each Guarantor under the Guaranty hereby acknowledges and consents to this
Amendment No. 1 and the amendments to the Participation Agreement as amended
hereby, and the terms and provisions hereof. Each Guarantor hereby reaffirms as
of the Amendment No. 1 Effective Date its covenants and agreements contained in
the Guaranty, including as such covenants and agreements may be modified by this
Amendment No. 1, and further confirms that as of the Amendment No. 1 Effective
Date (both before and after giving effect to the effectiveness to this Amendment
No. 1), the Guaranty is and shall continue to be in full force and effect and is
hereby ratified and confirmed in all respects except that upon the effectiveness
of this Amendment No. 1, all references in the Guaranty to the "Operative
Documents", "Participation Agreement", "thereunder", "thereof", or words of like
import shall mean the Participation Agreement, as the case may be, as in effect
and amended by this Amendment No. 1.
SUBPART 6.7. Lender Confirmation. Execution and delivery to Agent by a
Lender of a counterpart to this Amendment No. 1 shall be deemed confirmation by
such Lender that (i) all conditions precedent in Subpart 5.1 have been fulfilled
to the satisfaction of such Lender and (ii) the decision of such Lender to
execute and deliver to Agent an executed counterpart to this Amendment No. 1 was
made by such Lender independently and without reliance on Agent or any other
Lender as to the satisfaction of any condition precedent set forth in Subpart
5.1.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be executed by their respective officers hereunto duly authorized as of the day
and year first above written.
BL DEVELOPMENT CORP., as Lessee
By /s/ Timothy J. Cope
-----------------------------------
Name: Timothy J. Cope
Title: CFO
GRAND CASINOS, INC., as Guarantor
By /s/ Timothy J. Cope
-----------------------------------
Name: Timothy J. Cope
Title: CFO
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GRAND CASINOS RESORTS, INC., as Guarantor
By /s/ Timothy J. Cope
----------------------------------
Name: Timothy J. Cope
Title: CFO
GRAND CASINOS OF MISSISSIPPI, INC.
- GULFPORT, as Guarantor
By /s/ Timothy J. Cope
----------------------------------
Name: Timothy J. Cope
Title: CFO
GRAND CASINOS OF MISSISSIPPI, INC.
- BILOXI, as Guarantor
By /s/ Timothy J. Cope
----------------------------------
Name: Timothy J. Cope
Title: CFO
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GRAND CASINOS OF BILOXI THEATER, INC.,
as Guarantor
By /s/ Timothy J. Cope
------------------------------
Name: Timothy J. Cope
Title: CFO
GCI BILOXI HOTEL ACQUISITION
CORPORATION, as Guarantor
By /s/ Timothy J. Cope
------------------------------
Name: Timothy J. Cope
Title: CFO
GCI GULFPORT HOTEL ACQUISITION
CORPORATION, as Guarantor
By /s/ Timothy J. Cope
------------------------------
Name: Timothy J. Cope
Title: CFO
MILLE LACS GAMING CORPORATION, as
Guarantor
By /s/ Timothy J. Cope
------------------------------
Name: Timothy J. Cope
Title: CFO
GRAND CASINOS OF LOUISIANA, INC.
TUNICA - BILOXI, as Guarantor
By /s/ Timothy J. Cope
------------------------------
Name: Timothy J. Cope
Title: CFO
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GRAND CASINOS OF LOUISIANA, INC. -
COUSHATTA, as Guarantor
By /s/ Timothy J. Cope
----------------------------------
Name: Timothy J. Cope
Title: CFO
GCA ACQUISITION SUBSIDIARY, INC., as Guarantor
By /s/ Timothy J. Cope
----------------------------------
Name: Timothy J. Cope
Title: CFO
HANCOCK BANK, not in its individual capacity,
but solely as Lessor, Borrower and Trustee
By /s/ H. Arnold Wethey
----------------------------------
Name: H. Arnold Wethey
Title: Vice President and Trust Officer
BA LEASING & CAPITAL CORPORATION, not
in its individual capacity, but solely as
Agent
By /s/ Sonia T. Delen
----------------------------------
Name: Sonia T. Delen
Title: Assistant Vice President
BA LEASING & CAPITAL CORPORATION, as
Lender
By /s/ Kim Lee
----------------------------------
Name: Kim Lee
Title: Assistant Vice President
16
17
BANK OF SCOTLAND, as Co-Agent and as Lender
By /s/ Annie Chin Tat
--------------------------------------
Name: Annie Chin Tat
Title: Assistant Vice President
WELLS FARGO BANK, NATIONAL
ASSOCIATION (successor by merger to FIRST
INTERSTATE BANK OF NEVADA), as Co-
Agent and as Lender
By /s/ Brad Peterson
--------------------------------------
Name: Brad Peterson
Title: Vice President
SOCIETE GENERALE, as Co-Agent and as Lender
By /s/ Maureen E. Kelly
--------------------------------------
Name: Maureen E. Kelly
Title: Vice President
CREDIT LYONNAIS, LOS ANGELES BRANCH,
as Lead Manager and as Lender
By /s/ Robert Ivosevich
--------------------------------------
Name: Robert Ivosevich
Title: Senior Vice President
THE CIT GROUP/EQUIPMENT FINANCING,
INC., as Lender
By /s/ Thomas L. Abbate
--------------------------------------
Name: Thomas L. Abbate
Title: Executive Vice President
17
18
UNITED STATES NATIONAL BANK OF
OREGON, as Lender
By /s/ Dale Parshall
---------------------------------------
Name: Dale Parshall
Title: Assistant Vice President
THE FIRST NATIONAL BANK OF BOSTON, as
Lender
By /s/ Reginald T. Dawson
---------------------------------------
Name: Reginald T. Dawson
Title: Director
IMPERIAL BANK, as Lender
By /s/ Steven Johnson
---------------------------------------
Name: Steven Johnson
Title: Senior Vice President
TRUSTMARK NATIONAL BANK, as Lender
By /s/ John W. Ray Jr.
--------------------------------------
Name: John W. Ray, Jr.
Title: Vice President
FIRST SECURITY BANK, N.A., as Lender
By /s/ David P. Williams
--------------------------------------
Name: David P. Williams
Title: Vice President
18
19
FIRST NATIONAL BANK OF COMMERCE, as
Lender
By /s/ Louis Ballero
---------------------------------------
Name: Louis Ballero
Title: Senior Vice President
HANCOCK BANK, as Lender
By /s/ John S. Hall
--------------------------------------
Name: John S. Hall
Title: Senior Vice President
DEPOSIT GUARANTY NATIONAL BANK, as
Lender
By /s/ Larry C. Ratzlaff
--------------------------------------
Name: Larry C. Ratzlaff
Title: Senior Vice President
19
20
EXHIBIT LIST
EXHIBIT A Description of Land to be Included in Reconfigured
Hotel Site
EXHIBIT B Litigation matters required to be disclosed
pursuant to Section 4.1(d)
EXHIBIT C Financial Covenant Compliance Certificate
EXHIBIT D Amended Legal Description of Hotel Site
EXHIBIT E Description of Land to be Excluded from Original
Hotel Site
1