Exhibit 99.3
AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AGREEMENT
This Amendment No. 1 to Amended and Restated Loan Agreement (the
"Amendment") dated as of May 22, 2003, is entered into with reference to the
Amended and Restated Loan Agreement dated as of May 12, 2003 among Pinnacle
Entertainment, Inc., a Delaware corporation ("Borrower"), the Lenders referred
to therein, Bear Stearns Corporate Lending Inc., as Syndication Agent, CIBC Inc.
and Societe Generale, as Documentation Agents, and Bank of America, N.A., as
Administrative Agent. Capitalized terms used in this Amendment and not otherwise
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
Majority Lenders in accordance with Section 12.2 of the Loan Agreement, hereby
agree to amend the Loan Agreement as follows:
1. Amendment to Condition Precedent to Release of Funds. Section
8.2(g)(viii) is hereby amended to read in full as follows:
"(viii) a written appraisal by a qualified independent appraiser
acceptable to the Administrative Agent and complying in all respects with
FIRREA of the Lake Charles Project demonstrating an "as-built" value of not
less than $275,000,000;
2. Representations and Warranties. 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, 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;
(b) Written consent of the Majority Lenders as required under
Section 12.2 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.
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4. Confirmation. In all respects, the terms of the Loan Agreement (as
amended hereby) are hereby confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
PINNACLE ENTERTAINMENT, INC.
By: /s/ John A. Godfrey
------------------------------------
John A. Godfrey, Secretary
BANK OF AMERICA, N.A., as Administrative Agent
By: /s/ Janice Hammond
------------------------------------
Janice Hammond, Vice President
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Exhibit A
CONSENT OF LENDER
Reference is hereby made to the Amended and Restated Loan Agreement
dated as of May 12, 2003 (the "Loan Agreement") among Pinnacle Entertainment,
Inc., the Lenders, and Bank of America, N.A., as Administrative Agent.
Capitalized terms used herein are used with the meanings set forth in the Loan
Agreement.
The undersigned Lender hereby consents to the execution and delivery
of Amendment No. 1 to Amended and Restated Loan Agreement by the Administrative
Agent on its behalf, substantially in the form of the most recent draft thereof
presented to the undersigned Lender.
Dated as of May 21, 2003.
A3 FUNDING LP
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[Name of Lender]
By: A3 FUND MANAGEMENT LLC
---------------------------------
Title: General Partner
By: /s/ Kevin Genda
---------------------------------
Title: V.P
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Exhibit A
CONSENT OF LENDER
Reference is hereby made to the Amended and Restated Loan Agreement
dated as of May 12, 2003 (the "Loan Agreement") among Pinnacle Entertainment,
Inc., the Lenders, and Bank of America, N.A., as Administrative Agent.
Capitalized terms used herein are used with the meanings set forth in the Loan
Agreement.
The undersigned Lender hereby consents to the execution and delivery
of Amendment No. 1 to Amended and Restated Loan Agreement by the Administrative
Agent on its behalf, substantially in the form of the most recent draft thereof
presented to the undersigned Lender.
Dated as of May 21, 2003.
ABLECO FINANCE LLC
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[Name of Lender]
By: /s/ Kevin Genda
---------------------------------
Title: SVP
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Exhibit A
CONSENT OF LENDER
Reference is hereby made to the Amended and Restated Loan Agreement
dated as of May 12, 2003 (the "Loan Agreement") among Pinnacle Entertainment,
Inc., the Lenders, and Bank of America, N.A., as Administrative Agent.
Capitalized terms used herein are used with the meanings set forth in the Loan
Agreement.
The undersigned Lender hereby consents to the execution and delivery
of Amendment No. 1 to Amended and Restated Loan Agreement by the Administrative
Agent on its behalf, substantially in the form of the most recent draft thereof
presented to the undersigned Lender.
Dated as of May , 2003.
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Bank of America
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[Name of Lender]
By: /s/ Scott L. Faber
---------------------------------
Title: MANAGING DIRECTOR
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Exhibit A
CONSENT OF LENDER
Reference is hereby made to the Amended and Restated Loan Agreement
dated as of May 12, 2003 (the "Loan Agreement") among Pinnacle Entertainment,
Inc., the Lenders, and Bank of America, N.A., as Administrative Agent.
Capitalized terms used herein are used with the meanings set forth in the Loan
Agreement.
The undersigned Lender hereby consents to the execution and delivery
of Amendment No. 1 to Amended and Restated Loan Agreement by the Administrative
Agent on its behalf, substantially in the form of the most recent draft thereof
presented to the undersigned Lender.
Dated as of May 21, 2003.
BANK OF SCOTLAND
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[Name of Lender]
By: /s/ Joseph Fratus
---------------------------------
JOSEPH FRATUS
Title: FIRST VICE PRESIDENT
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Exhibit A
CONSENT OF LENDER
Reference is hereby made to the Amended and Restated Loan Agreement
dated as of May 12, 2003 (the "Loan Agreement") among Pinnacle Entertainment,
Inc., the Lenders, and Bank of America, N.A., as Administrative Agent.
Capitalized terms used herein are used with the meanings set forth in the Loan
Agreement.
The undersigned Lender hereby consents to the execution and delivery
of Amendment No. 1 to Amended and Restated Loan Agreement by the Administrative
Agent on its behalf, substantially in the form of the most recent draft thereof
presented to the undersigned Lender.
Dated as of May 21, 2003.
CIBC INC.
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[Name of Lender]
By: /s/ Paul J. Chakmak
---------------------------------
Name: Paul J. Chakmak
Title: Managing Director
CIBC World Markets Corp., as AGENT
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Exhibit A
CONSENT OF LENDER
Reference is hereby made to the Amended and Restated Loan Agreement
dated as of May 12, 2003 (the "Loan Agreement") among Pinnacle Entertainment,
Inc., the Lenders, and Bank of America, N.A., as Administrative Agent.
Capitalized terms used herein are used with the meanings set forth in the Loan
Agreement.
The undersigned Lender hereby consents to the execution and delivery
of Amendment No. 1 to Amended and Restated Loan Agreement by the Administrative
Agent on its behalf, substantially in the form of the most recent draft thereof
presented to the undersigned Lender.
Dated as of May , 2003.
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Form Approved
by Law Dept.
APC
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CONTINENTAL CASUALTY COMPANY
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[Name of Lender]
By: /s/ [Illegible]
---------------------------------
Title: Vice President
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Exhibit A
CONSENT OF LENDER
Reference is hereby made to the Amended and Restated Loan Agreement
dated as of May 12, 2003 (the "Loan Agreement") among Pinnacle Entertainment,
Inc., the Lenders, and Bank of America, N.A., as Administrative Agent.
Capitalized terms used herein are used with the meanings set forth in the Loan
Agreement.
The undersigned Lender hereby consents to the execution and delivery
of Amendment No. 1 to Amended and Restated Loan Agreement by the Administrative
Agent on its behalf, substantially in the form of the most recent draft thereof
presented to the undersigned Lender.
Dated as of May 22, 2003.
Societe Generale
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[Name of Lender]
By: /s/ Thomas K. Day
---------------------------------
Thomas K. Day
Title: Managing Director
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Exhibit B
CONSENT OF SUBSIDIARY GUARANTORS
Reference is hereby made to the Amended and Restated Loan Agreement
dated as of May 12, 2003 (the "Loan Agreement") among Pinnacle Entertainment,
Inc., the Lenders referred to therein, and Bank of America, N.A., as
Administrative Agent. Capitalized terms used herein are used with the meanings
set forth in the Loan Agreement.
Each of the undersigned Subsidiary Guarantors hereby consent to
Amendment No. 1 to Amended and Restated 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.
BILOXI CASINO CORP.,
a Mississippi corporation
BOOMTOWN HOTEL & CASINO, INC.,
a Nevada corporation
BOOMTOWN, INC.,
a Delaware corporation
CASINO MAGIC CORP.,
a Minnesota corporation
CASINO ONE CORPORATION,
a Mississippi corporation
HP/COMPTON, INC.,
a California corporation
LOUISIANA GAMING ENTERPRISES, INC.,
a Louisiana corporation
PNK (Bossier City), Inc.,
a Louisiana corporation
ST. LOUIS CASINO CORP.,
a Missouri corporation
By: /s/ John A. Godfrey
------------------------------------
Name: John A. Godfrey
Title: Secretary
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BELTERRA RESORT INDIANA, LLC,
a Nevada limited liability company
By: Pinnacle Entertainment, Inc,
its sole member and managing member
By: /s/ John A. Godfrey
--------------------------------
Name: John A. Godfrey
Title: Secretary
CRYSTAL PARK HOTEL AND CASINO
DEVELOPMENT COMPANY, LLC,
a California limited liability company
By: HP/Compton, Inc.,
its sole member and manager
By: /s/ John A. Godfrey
--------------------------------
Name: John A. Godfrey
Title: Secretary
OGLE HAUS, LLC,
an Indiana limited liability company
By: Pinnacle Entertainment, Inc.,
its sole member and manager
By: /s/ John A. Godfrey
--------------------------------
Name: John A. Godfrey
Title: Secretary
PNK (LAKE CHARLES), L.L.C.,
a Louisiana limited liability company
By: Pinnacle Entertainment, Inc.,
its sole member and manager
By: /s/ John A. Godfrey
--------------------------------
Name: John A. Godfrey
Title: Secretary
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LOUISIANA-I GAMING,
a Louisiana partnership in Commendam
By: Louisiana Gaming Enterprises, Inc.,
a Louisiana corporation, its General
Partner
By: /s/ John A. Godfrey
--------------------------------
Name: John A. Godfrey
Title: Secretary
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