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EXHIBIT 4.2(b)
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of January
30, 2001, among AMERISTAR CASINOS, INC., a Nevada corporation (the "Borrower"),
the various lenders party to the Credit Agreement referred to below (the
"Lenders"), 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 BANKERS TRUST COMPANY, as
Administrative Agent (all capitalized terms used herein and not otherwise
defined herein shall have the respective meaning 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 Lead Arranger, the Syndication
Agent, the Documentation Agent and the Administrative Agent are party to a
Credit Agreement, dated as of December 20, 2000 (the "Credit Agreement"); and
WHEREAS, the Borrower and the undersigned Lenders wish to provide the
amendment provided for herein;
NOW, THEREFORE, it is agreed:
1. Section 4.02(A)(g) of the Credit Agreement is hereby amended by adding
the following proviso at the end thereof ", provided that the net proceeds of
the Permanent Senior Subordinated Notes exceeding $350,000,000 shall not be
required to be applied pursuant to this clause (g) to the extent that such net
proceeds not so applied pursuant to this proviso do not exceed $25,000,000".
2. Section 4.02(A)(h) of the Credit Agreement is hereby amended by
deleting, in the first sentence thereof, "and" at the end of clause (i) thereof,
inserting a comma in lieu thereof and adding at the end of the first sentence
thereof the following: "and (iii) the net Asset Sale Proceeds received in
respect of the Disposition being applied to repay the Term Loans and the then
outstanding Revolving Loans shall not be required to be so applied until
February 1, 2001."
3. Section 3.03(j) of the Credit Agreement is hereby amended by deleting
"on the date of the consummation of the Disposition" and inserting, in lieu
thereof, the following: "on the later of the date of the consummation of the
Disposition and February 1, 2001."
4. The Borrower hereby represents and warrants that (i) no Default or Event
of Default exists as of the Amendment Effective Date (as defined below) after
giving effect to this Amendment and (ii) on the Amendment Effective Date, both
before and after giving effect to this Amendment, all representations and
warranties (other than those representations made as of
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a specified date) contained in the Credit Agreement and in the other Credit
Documents are true and correct in all material respects.
5. This Amendment shall become effective on the date (the "Amendment
Effective Date") when the Required Lenders and the Borrower 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 its Notice Office.
6. 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.
7. 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.
8. 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.
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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/ Gordon R. Kanofsky
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Name: Gordon R. Kanofsky
Title: Senior Vice President of
Legal Affairs
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By: /s/ Steven P. Lapham
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Title: Director
WELLS FARGO BANK, N.A.
Individually and as Co-Arranger and
Syndication Agent
By: /s/ Casey Potter
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Title: Vice President
BEAR STEARNS CORPORATE LENDING INC.
Individually and as Documentation Agent
By: /s/ Victor F. Bulzuchelli
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Title: Managing Director
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SIGNATURE PAGE TO FIRST AMENDMENT DATED AS OF
JANUARY 30, 2001 , 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 BELOW, 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 BANKERS TRUST COMPANY, AS
ADMINISTRATIVE AGENT
NATIONAL CITY BANK OF INDIANA
By: /s/ Mark A. Minnick
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Title: Senior Vice President
THE CIT GROUP/EQUIPMENT FINANCING, INC.
By:
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Title:
HELLER FINANCIAL, INC.
By: /s/ Robert M. Reeg
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Title: Assistant Vice President
THE SUMITOMO TRUST AND BANKING CO.,
LTD., NEW YORK BRANCH
By: /s/ Stephen A. Stratico
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Title: Vice President
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AMMC CDO II, LIMITED,
By: American Money Management Corp.
as Collateral Manager
By: /s/ David P. Meyer
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Title: Vice President
MUIRFIELD TRADING LLC
By: /s/ Ann E. Morris
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Title: Asst. Vice President
SRV-HIGHLAND, INC.
By: /s/ Ann E. Morris
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Title: Asst. Vice President
SRF 200 LLC
By: /s/ Ann E. Morris
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Title: Asst. Vice President
GLENEAGLES TRADING LLC
By: /s/ Ann E. Morris
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Title: Asst. Vice President
OLYMPIC FUNDING TRUST, SERIES 1999-1
By: /s/ Ann E. Morris
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Title:
SRF 2000 LLC
By: /s/ Ann E. Morris
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Title: Asst. Vice President
BLACK DIAMOND CDO 2000-1 LTD.
By: /s/ David Dyer
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Title: Director
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CARLYLE HIGH YIELD PARTNERS, LP
By: /s/ Linda M. Pace
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Title: Vice President
CARLYLE HIGH YIELD PARTNERS II, LP
By: /s/ Linda M. Pace
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Title: Vice President
CARLYLE HIGH YIELD PARTNERS III, LP
By: /s/ Linda M. Pace
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Title: Vice President
SIERRA CLO - I
By: /s/ John Casparian
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Title: Chief Operating Office
SEQUILS - CUMBERLAND I, LTD.,
By: Deerfield Capital Management LLC,
as its Collateral Manager
By: /s/ Matt Stouffer
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Title: Vice President
HIGHLAND LEGACY LIMITED,
By: Highland Capital Management, L.P.,
as Collateral Manager
By: /s/ Todd Travers
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Title: Senior Portfolio Manager
HIGHLAND OFFSHORE PARTNERS, L.P.,
By: Highland Capital Management, L.P.,
as Collateral Manager
By: /s/ Todd Travers
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Title: Senior Portfolio
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ELF FUNDING TRUST I,
By: Highland Capital Management, L.P.,
as Collateral Manager
By: /s/ Todd Travers
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Title: Senior Portfolio Manager
SL LOANS I LIMITED
By: /s/ Todd Travers
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Title: Senior Portfolio Manager
ARCHIMEMDES FUNDING III, LTD.,
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Wade T. Winter, CFA
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Title: Vice President
ARCHIMEMDES FUNDING IV (CAYMAN), LTD.,
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Wade T. Winter, CFA
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Title: Vice President
NEMEAN CLO, LTD.,
By: ING Capital Advisors LLC,
as Investment Manager
By: /s/ Wade T. Winter, CFA
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Title: Vice President
SEQUILS-ING I (HBDGM), LTD.,
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Wade T. Winter, CFA
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Title: Vice President
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DEBT STRATEGIES FUND, INC.
By: /s/ John M. Johnson
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Title: Authorized Signatory
SENIOR HIGH INCOME PORTFOLIO, INC.
By: /s/ John M. Johnson
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Title: Authorized Signatory
MASTER SENIOR FLOATING RATE TRUST
By: /s/ John M Johnson
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Title: Authorized Signatory
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
By: /s/ John M. Johnson
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Title: Authorized Signatory
LONGHORN CDO (CAYMAN) LTD.
By: Merrill Lynch Investment Managers, L.P.
its Investment Advisor
By: /s/ John M. Johnson
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Title: Authorized Signatory
STANDFIELD CLO LTD.,
By: Stanfield Capital Partners LLC
as its Collateral Manager
By: /s/ Gregory L. Smith
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Title: Partner
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STANDFIELD/RMF TRANSATLANTIC CDO LTD.,
By: Stanfield Capital Partners LLC
as its Collateral Manager
By: /s/ Gregory L. Smith
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Title: Partner
WINDSOR LOAN FUNDING, LIMITED,
By: Stanfield Capital Partners LLC as its
Collateral Manager
By: /s/ Gregory L. Smith
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Title: Partner
STEIN ROE FLOATING RATE LIMITED
LIABILITY COMPANY
By: /s/ Brian W. Good
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Title: Senior Vice President
LIBERTY - STEIN ROE ADVISOR FLOATING
RATE ADVANTAGE FUND
By: Stein Roe & Farnham Incorporated, as
Advisor
By: /s/ Brian W. Good
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Title: Sr. Vice President & Portfolio
Manager
TORONTO DOMINION (NEW YORK), INC.
By: /s/ Gwen Zirkle
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Title: Vice President
EMERALD ORCHARD LIMITED
By: /s/ Gwen Zirkle
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Title: Attorney In Fact
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STEIN ROE & FARNHAM CLO I LTD., by Stein Roe
& Farnham Incorporated
By: /s/ Brian W. Good
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Title: Senior Vice President &
Portfolio Manager