EXHIBIT 10(w)
AMENDMENT NO. 1 TO AMENDED AND
RESTATED CREDIT AGREEMENT
This Amendment No. 1 to the Amended and Restated Credit Agreement (this
"Amendment") dated as of July 13, 1998 is entered into with reference to the
Amended and Restated Credit Agreement dated as of November 24, 1997, among
CIRCUS AND ELDORADO JOINT VENTURE, a Nevada general partnership ("Borrower"),
the Lenders referred to therein ("Lenders"), and BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Administrative Agent ("Agent") (as amended the
"Credit Agreement"). Terms defined in the Credit Agreement are used herein with
the same meanings. Borrower and the Agent, acting with the consent of the
Requisite Lenders in accordance with Section 10.6 of the Credit Agreement,
hereby amend the Credit Agreement as follows:
1. REVISED LEVERAGE REQUIREMENTS. Section 7.6 (B) of the Credit
Agreement is hereby amended to read in full as follows:
"7.6 (B) MAXIMUM LEVERAGE RATIO. Borrower shall not permit the Leverage
Ratio as of the last day of any Fiscal Quarter ending during a period
described below to exceed the ratio set forth opposite that period:
Quarters Ending Maximum Leverage Ratio
Closing Date through 4.85:1.00
December 31, 1997
January 1, 1998 through
June 30, 1998 4.50:1.00
September 30, 1998 5.00:1.00
and December 31, 1998
March 31, 1999 and 4.90:1.00
June 30, 1999
September 30, 1999 and 4.80:1.00
December 31, 1999
March 31, 2000 through
December 31, 2000 4.50:1.00
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March 31, 2001 through
December 31, 2001 4.00:1.00
March 31, 2002 through
December 31, 2002 3.50:1.00
March 31, 2003 and
Thereafter through Termination Date 3.25:1.00
2. WAIVER OF LEVERAGE DEFAULTS. The Lenders hereby waive Borrower's
failure to comply with Section 7.2B as of the last day of the Fiscal Quarters
ended March 31, 1998 and June 30, 1998. This is a one-time waiver only, and
shall not imply an obligation to grant further waivers; Borrower shall fully
comply with this Section in the future.
3. CONDITIONS PRECEDENT. The effectiveness of this Amendment shall be
conditioned upon the receipt by the Agent of the written consent to the
execution, delivery and performance hereof from the Requisite Lenders and from
Circus.
4. REPRESENTATION AND WARRANTY. Borrower represents and warrants to the
Agent and the Lenders that no Default or Event of Default has occurred and
remains continuing.
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5. CONFIRMATION. In all other respects, the term of the Credit Agreement
and other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, Borrower and Agent have executed this Amendment as of
the date first written above by their duly authorized representatives.
CIRCUS AND ELDORADO JOINT VENTURE, a
Nevada general partnership
By: GALLEON, INC.
Its: Managing Partner
By: XXXXX XXXXXXXXX
-----------------------------
Title: President
--------------------------
By: ELDORADO LIMITED LIABILITY
COMPANY
Its: General Partner
By: ELDORADO RESORTS LLC
Its: Manager
By: XXXXXX XXXXXX
----------------------
Title: Chief Executive Officer
------------------------
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By: EXECUTIVE COMMITTEE
By: XXXX XXXXXX
----------------------
Title:
----------------------
By: XXXXX XXXXXX
----------------------
Title:
----------------------
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Administrative Agent
By: XXXXXX XXXXXXX
----------------------
Title: Vice President Agency Specialist
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CONSENT OF LENDER
This Consent of Lender is delivered with reference to the Amended and
Restated Credit Agreement dated as of November 24, 1997, among Circus and
Eldorado Joint Venture, a Nevada general partnership ("Borrower"), the Lenders
referred to therein, ("Lenders"), and Bank of America National Trust and Savings
Association, in its capacity as Administrative Agent for Lenders ("Agent").
Capitalized terms used but not defined herein are used with the meanings set
forth for those terms in the Credit Agreement.
The undersigned Lender hereby consents to the execution, delivery and
performance of the proposed Amendment No. 1 to the Credit Agreement by the
Administrative Agent on behalf of the Lenders, substantially in the form
presented to the undersigned as a draft.
BANK OF AMERICA NT & SA
--------------------------
[Typed/Printed Name of Lender]
By: XXXXX X. XXXXX
-----------------------
Vice President
-------------------------
[Typed/Printed Name and Title]
Dated July 7 , 1998
BANK OF SCOTLAND
------------------------------
[Typed/Printed Name of Lender]
By: XXXXX XXXX TAT
---------------------------
Senior Vice President
-------------------------------
[Typed/Printed Name and Title]
Dated July 10 , 1998
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CIBC XXXXXXXXXXX CORP., AS AGENT
----------------------------------
[Typed/Printed Name of Lender]
By: XXXX X. XXXXXXX
-------------------
Managing Director
---------------------
[Typed/Printed Name and Title]
Dated July , 1998
FIRST SECURITY BANK, N.A.
----------------------------
[Typed/Printed Name of Lender]
By: XXXXX X. XXXXXXXX
Vice President
-------------------------
[Typed/Printed Name and Title]
Dated July 8 , 1998
PNC BANK NATIONAL ASSOCIATION
-------------------------------
[Typed/Printed Name of Lender]
By: XXXX X. XXXXXXX
--------------------
Vice President
-------------------------
[Typed/Printed Name and Title]
Dated July 13, 1998
SOCIETE GENERALE
----------------------------
[Typed/Printed Name of Lender]
By: XXXX XXX
--------------------------
Vice President
---------------------------
[Typed/Printed Name and Title]
Dated July 13 , 1998
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U.S. BANK
-----------------------------
[Typed/Printed Name of Lender]
By: XXXX XXXXX
Assistant Vice President
------------------------------
[Typed/Printed Name and Title]
Dated July 7 , 1998
XXXXX FARGO BANK, NATIONAL ASSOCIATION
----------------------------------------
[Typed/Printed Name of Lender]
By: XXX XXXXXX
-------------------------
Vice President
-----------------------------
[Typed/Printed Name and Title]
Dated July , 1998
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