THIRD AMENDMENT TO CREDIT AGREEMENT
THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of November 22, 2002, among AMERISTAR CASINOS, INC., a Nevada corporation (the
"Borrower"), the various lenders party to the Credit Agreement referred to below
(the "Lenders") and DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust
Company), as Administrative Agent (all capitalized terms used herein and not
otherwise defined herein shall have the respective meanings 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 Administrative Agent and
the other agents party thereto are party to a Credit Agreement, dated as of
December 20, 2000 as amended, modified or supplemented to by the First Amendment
thereto dated as of January 30, 2001 and the Second Amendment thereto dated as
of May 31, 2002 (the "Credit Agreement");
WHEREAS, the Borrower has requested that the Lenders agree to
certain amendments to the Credit Agreement; and
WHEREAS, the Borrower and the Lenders wish to amend the Credit
Agreement as provided herein;
NOW, THEREFORE, it is agreed:
1. Section 9.07(b) of the Credit Agreement is hereby amended by
deleting the amount "$180,000,000" set forth in clause (i) thereof and inserting
in lieu thereof the amount "$210,000,000".
2. The Borrower hereby represents and warrants that (i) no
Default or Event of Default exists as of the Third Amendment Effective Date (as
defined below) both before and after giving effect to this Amendment and (ii) on
the Third Amendment Effective Date, both before and after giving effect to this
Amendment, all representations and warranties (other than those representations
made as of a specified date) contained in the Credit Agreement and in the other
Credit Documents are true and correct in all material respects.
3. This Amendment shall become effective on the date (the "Third
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 White & Case LLP, 1155 Avenue of the Americas,
New York, NY 10036, Attention: May Yip-Daniels (facsimile number 212-354-8113).
4. If the Third Amendment Effective Date occurs, the Borrower
shall pay each Lender which executed and delivered a counterpart to this
Amendment on or prior to 5:00 p.m. (New York time) on November 22, 2002, a
non-refundable cash fee (the "Amendment Fee") in an amount equal to 0.05% of the
sum of the outstanding principal amount of the Revolving Loan Commitment and RTL
Commitment of such Lender and the outstanding Term Loans of such Lender on the
Third Amendment Effective Date, which fees shall be paid by the
Borrower to the Administrative Agent for distribution to the Lenders not later
than the second Business Day following notice from the Administrative Agent that
the Third Amendment Effective Date has occurred.
5. 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.
6. 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.
7. 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
------------------------------------------
Title: Executive Vice President
DEUTSCHE BANK TRUST COMPANY AMERICAS
(f/k/a Bankers Trust Company),
Individually and as
Administrative Agent
By: /s/ Stephen P. Lamham
------------------------------------------
Title: Director
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SIGNATURE PAGE TO THE THIRD AMENDMENT DATED
AS OF NOVEMBER 22, 2002, 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 ABOVE, 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 DEUTSCHE
BANK TRUST COMPANY AMERICAS (F.K.A BANKERS
TRUST COMPANY), AS ADMINISTRATIVE AGENT
BEAR STEARNS CORPORATE LENDING INC.
By: /s/ Victor Bulzacchelli
------------------------------------------
Title: Authorized Signatory
BANK OF SCOTLAND
By: /s/ Joseph Fratus
------------------------------------------
Title: First Vice President
THE CIT GROUP/EQUIPMENT FINANCING, INC.
By: /s/ Katie J. Saunders
------------------------------------------
Title: Senior Credit Analyst
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Karl Kjeffer
------------------------------------------
Title: Duly Authorized Signatory
NATIONAL CITY BANK OF INDIANA
By: /s/ Mark A. Minnick
------------------------------------------
Title: Senior Vice President
THE SUMITOMO TRUST & BANKING CO., LTD, NEW
YORK BRANCH
By: /s/ Elizabeth A. Quirk
------------------------------------------
Title: Vice President
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U.S. BANK
By: /s/ J. Andrew Backstrom
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Title: Vice President
WACHOVIA
By: /s/ Stephen R. Karmer
------------------------------------------
Title: Assistant Vice President
LANDMARK CDO, LTD.
By: Aladdin Asset Management LLC
as Manager
By: /s/ Neil Nag
------------------------------------------
Title: Authorized Signatory
AMMC CDO II, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By: /s/ David P. Meyer
------------------------------------------
Title: Vice President
STANWICH LOAN FUNDING LLC
By: /s/ Ann E. Morris
------------------------------------------
Title: Assistant Vice President
MUIRFIELD TRADING LLC
By: /s/ Ann E. Morris
------------------------------------------
Title: Assistant Vice President
OLYMPIC FINDTING TRUST, SERIES 1999-1
By: /s/ Ann E. Morris
------------------------------------------
Title: Authorized Agent
SRV-HIGHLAND, INC.
By: /s/ Ann E. Morris
------------------------------------------
Title: Assistant Vice President
GLENEAGLES TRADING LLC
By: /s/ Ann E. Morris
------------------------------------------
Title: Assistant Vice President
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PPM SHADOW CREEK FUNDING TRUST
By: /s/ Ann E. Morris
------------------------------------------
Title: Authorized Agent
PPM SPYGLASS FUNDING TRUST
By: /s/ Ann E. Morris
------------------------------------------
Title: Authorized Agent
MAGNETITE ASSET INVESTORS, LLC
By: /s/ M. Williams
------------------------------------------
Title: Director
MAGNETITE ASSET INVESTORS III, LLC
By: /s/ M. Williams
------------------------------------------
Title: Director
MAGNETITE IV CLO, LLC
By: /s/ M. Williams
------------------------------------------
Title: Director
SENIOR LOAN FUND
By: /s/ M. Williams
------------------------------------------
Title: Director
SIERRA CLO I
By: /s/ John M. Casparian
------------------------------------------
Title: Chief Operating Officer
Centre Pacific LLC, Manager
CARLYLE HIGH YIELD PARTNERS, LTD.
By: /s/ Mark Alter
------------------------------------------
Title: Managing Director
CARLYLE HIGH YIELD PARTNERS II, LTD.
By: /s/ Mark Alter
------------------------------------------
Title: Managing Director
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CARLYLE HIGH YIELD PARTNERS III, LTD.
By: /s/ Mark Alter
------------------------------------------
Title: Managing Director
MAPLEWOOD (CAYMAN) LIMITED
By: David L. Babson & Company Inc., under
delegate Company as Investment Manager
By: /s/ Mary Stewart Law
------------------------------------------
Title: Managing Director
MAPLEWOOD (CAYMAN) LIMITED
By: David L. Babson & Company Inc., under
delegate Authority from Massachusetts
Mutual Life Insurance Company as
Investment Manager
By: /s/ John W. Stelwagon
------------------------------------------
Title: Managing Director
SUFFIELD CLO, LIMITED
By: David L. Babson & Company Inc.,
AS Collateral Manager
By: /s/ John W. Stelwagon
------------------------------------------
Title: Managing Director
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: David L. Babson & Company Inc.,
AS Investment Advisor
By: /s/ John W. Stelwagon
Title: Managing Director
SIMSBURY CLO, LIMITED
By: David L. Babson & Company Inc., under
delegate authority from Massachusetts
Mutual Life Insurance Company as
Collateral Manager
By: /s/ John W. Stelwagon
------------------------------------------
Title: Managing Director
-8-
SEQUILS-Cumberland I, Ltd.
By: Deerfield Capital Management LLC
As its Collateral Manager
By: /s/ Matt Stouffer
------------------------------------------
Title: Vice President
ROSEMONT CLO, LTD.
By: Deerfield Capital Management LLC
As its Collateral Manager
By: /s/ Matt Stouffer
------------------------------------------
Title: Vice President
BRYN MAWR CLO, LTD.
By: Deerfield Capital Management LLC
As its Collateral Manager
By: /s/ Matt Stouffer
------------------------------------------
Title: Vice President
BLUE SQUARE FUNDING SERIES 3
By: Deutsche Bank Trust Co. Americas fka
Bankers Trust Company,
By: /s/ Jennifer Bohannon
------------------------------------------
Title: Assistant Vice President
TRS 1 LLC
By: /s/ Rosemary Dunne
------------------------------------------
Title: Attorney-in-Fact
COSTANTINUS EATON VANCE CDO V, LTD.
By: Eaton Vance Management
as Investment Advisor
By: /s/ Scott Page
------------------------------------------
Title: Vice President
BIG SKY SENIOR LOAN FUND, LTD.
By: Eaton Vance Management
as Investment Advisor
By: /s/ Scott Page
------------------------------------------
Title: Vice President
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EMERALD ORCHARD LIMITED
By: /s/ Susan K. Strong
------------------------------------------
Title: Attorney in Fact
ELF FUNDING TRUST I
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Mark Okada
------------------------------------------
Title: Chief Investment Officer
FIDELITY ADVISOR SERIES II:
FIDELITY ADVISOR FLOATING RATE HIGH INCOME
By: /s/ Francis V. Knox Jr.
------------------------------------------
Title: Assistant Treasurer
LONGLAND MASTER TRUST IV
By: Fleet National Bank as trust
Administrator
By: /s/ Darcey Bartel
------------------------------------------
Title: Vice President
FRANKLIN CLO I, LIMITED
By: /s/ Richard D'Addario
------------------------------------------
Title: Senior Vice President
FRANKLIN CLO II, LIMITED
By: /s/ Richard D'Addario
------------------------------------------
Title: Senior Vice President
FRANKLIN FLOATING RATE TRUST
By: /s/ Richard D'Addario
------------------------------------------
Title: Senior Vice President
FRANKLIN FLOATING RATE MASTER SERIES
By: /s/ Richard D'Addario
------------------------------------------
Title: Senior Vice President
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SL LOANS I LIMITED
By: Highland Capital Management, L.P.
As Attorney-in-Fact
By: /s/ Mark Okada
------------------------------------------
Title: Chief Investment Officer
HIGLAND LEGACY LIMITED
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Mark Okada
------------------------------------------
Title: Chief Investment Officer
HIGHLAND OFFSHORE PARTNERS, L.P.
By: Highland Capital Management, L.P.
As General Manager
By: /s/ Mark Okada
------------------------------------------
Title: Chief Investment Officer
HIGHLAND CAPITAL
By: /s/ Mark Okada
------------------------------------------
Title: Chief Investment Officer
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Mark M. O'Shaughnessy
------------------------------------------
Title: Vice President
NEMEAN CLO, LTD.
By: ING Capital Advisors LLC,
as Investment Manager
By: /s/ Mark M. O'Shaughnessy
------------------------------------------
Title: Vice President
SEQUILS-ING I (HBDGM). LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Mark M. O'Shaughnessy
------------------------------------------
Title: Vice President
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COPERNICUS CDO ERUO-I B.V.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Michael D. Hatley
------------------------------------------
Title: Managing Director
ING PRIME RATE TRUST
By: ING Investments, LLC
As its Investments Manager
By: /s/ Jason Groom
------------------------------------------
Title: Vice President
OPPENHEIMER SENIOR FLOATING RATE
By: /s/ David Foxhovan
------------------------------------------
Title: Assistant Vice President
SEABOARD CLO 2000 LTD.
By: ORIX Capital Markets, LLC
Its Collateral Manager
By: /s/ Sheppard H.C. Davis, Jr.
------------------------------------------
Title: Managing Director
ADDISON CDO, LIMITED (ACCT 1279)
By: Pacific Investment Management Company
LLC
As its Investment Advisor
By: /s/ Mohan V. Phansalkar
------------------------------------------
Title: Executive Vice President
CAPTIVA IV FINANCE LTD. (ACCT 1275)
as advised by Pacific Investment
Management
By: /s/ David Dyer
------------------------------------------
Title: Director
DELANO COMPANY (ACCT 274)
By: Pacific Investment Management Company
LLC
As its Investment Advisor
By: /s/ Mohan V. Phansalkar
------------------------------------------
Title: Executive Vice President
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JISSEKIKUN FUNDING, LTD. (ACCT 1288)
By: Pacific Investment Management Company
LLC
As its Investment Advisor
By: /s/ Mohan V. Phansalkar
------------------------------------------
Title: Executive Vice President
ROYALTON COMPANY (ACCT 280)
By: Pacific Investment Management Company
LLC
As its Investment Advisor
By: /s/ Mohan V. Phansalkar
------------------------------------------
Title: Executive Vice President
SAN JOAQUIN CDO I LIMITED (#1282)
By: Pacific Investment Management Company
LLC
As its Investment Advisor
By: /s/ Mohan V. Phansalkar
------------------------------------------
Title: Executive Vice President
SEQUILS-MAGNUM, LTD. (#1280)
By: Pacific Investment Management Company
LLC
As its Investment Advisor
By: /s/ Mohan V. Phansalkar
------------------------------------------
Title: Executive Vice President
WRIGLEY CDO, LTD. (#1285)
By: Pacific Investment Management Company
LLC
As its Investment Advisor
By: /s/ Mohan V. Phansalkar
------------------------------------------
Title: Executive Vice President
STANFIELD CLO, LTD.
By: Stanfield Capital Partners LLC
As its Collateral Manager
By: /s/ Christopher A. Bondy
------------------------------------------
Title: Partner
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STANFIELD/RFM TRANSATLANTIC CDO, LTD.
By: Stanfield Capital Partners LLC
As its Collateral Manager
By: /s/ Christopher A. Bondy
------------------------------------------
Title: Partner
WINDSOR LAON FUNDING, LIMITED
By: Stanfield Capital Partners LLC
As its Investment Manager
By: /s/ Christopher A. Bondy
------------------------------------------
Title: Partner
STANFIELD ARBITRAGE CDO, LTD.
By: Stanfield Capital Partners LLC
As its Collateral Manager
By: /s/ Christopher A. Bondy
------------------------------------------
Title: Partner
STANFIELD ARBITRAGE CDO, LTD.
By: Stanfield Capital Partners LLC
As its Collateral Manager
By: /s/ Christopher A. Bondy
------------------------------------------
Title: Partner
HAMILTON CDO, LTD.
By: Stanfield Capital Partners LLC
As its Collateral Manager
By: /s/ Christopher A. Bondy
------------------------------------------
Title: Partner
STEIN ROE FLOATING RATE LIMITED LIABILITY
COMPANY
By: Stein Roe & Farnham Incorporated
as Advisor
By: /s/ Kathleen A Ram
------------------------------------------
Title: ?
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LIBERTY-STEIN ROE ADVISOR FLOATING RATE
ADVANTAGE FUND
By: Stein Roe & Farnham Incorporated
as Advisor
By: /s/ Kathleen A Ram
------------------------------------------
Title: ?
NUVEEN SENIOR INCOME FUND, as a Lender
By: Symphony Asset Management LLC
By: /s/ Illegible
------------------------------------------
Title: Portfolio Manager
TORONTO DOMINION (NEW YORK), INC.
By: /s/ Susan K. Strong
Title: Vice President
CITIGROUP INVESTMENTS CORPORATE LOAN FUND
INC.
By: Travelers Asset Management
International Company, LLC
By: /s/ Matthew J.McInerny
------------------------------------------
Title: Investment Officer
COLISEUM FUNDING LTD.
By: Travelers Asset Management
International Company, LLC
By: /s/ Matthew J.McInerny
------------------------------------------
Title: Investment Officer
TORONTO DOMINION (NEW YORK), INC.
By: /s/ Susan K. Strong
------------------------------------------
Title: Vice President
VAN KAMPEN SENIOR INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By: /s/ Brad Lang
------------------------------------------
Title: Vice President
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VAN KAMPEN CLO I, LIMITED
By: Van Kampen Investment Advisory Corp.
as Collateral Manager
By: /s/ Brad Lang
------------------------------------------
Title: Vice President
VAN KAMPEN CLO II, LIMITED
By: Van Kampen Investment Advisory Corp.
as Collateral Manager
By: /s/ Brad Lang
------------------------------------------
Title: Vice President
EMERALD ORCHARD LIMITED
By: /s/ Susan K. Strong
------------------------------------------
Title: Attorney in Fact
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