FOURTH AMENDMENT TO
REDUCING REVOLVING CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO REDUCING REVOLVING CREDIT AGREEMENT ("Fourth
Amendment to Credit Agreement") is made and entered into as of the 25th day of
July, 1997, by and among HARVEYS CASINO RESORTS, a Nevada corporation ("HCR"),
HARVEYS C.C. MANAGEMENT COMPANY, INC., a Nevada corporation ("HCCMC"), HARVEYS
WAGON WHEEL CASINO LIMITED LIABILITY COMPANY ("HWWLLC"), HARVEYS IOWA MANAGEMENT
COMPANY, INC., a Nevada corporation ("HIMC"), HARVEYS TAHOE MANAGEMENT COMPANY,
INC., a Nevada corporation ("HTMC") and HCR SERVICES COMPANY, INC., a Nevada
corporation ("HCRSC" and together with HCR, HCCMC, HWWLLC, HIMC and HTMC
collectively the "Borrowers"), XXXXX FARGO BANK, National Association (successor
by merger to First Interstate Bank of California and First Interstate Bank of
Nevada, N.A.), BANK OF THE WEST, FIRST SECURITY BANK, N.A. (formerly known as
FIRST SECURITY BANK OF IDAHO, N.A.), IMPERIAL BANK, NORWEST BANK OF NEBRASKA,
N.A., THE FIRST NATIONAL BANK OF CHICAGO, SOCIETE GENERALE, THE SUMITOMO BANK,
LIMITED, U.S. BANK and ARGENTBANK (herein together with their respective
successors and assigns collectively the "Lenders"), XXXXX FARGO BANK, National
Association, as the swingline lender (herein in such capacity, together with its
successors and assigns, the "Swingline Lender"), XXXXX FARGO BANK, National
Association, as the issuer of letters of credit hereunder (herein in such
capacity, together with its successors and assigns, the "L/C Issuer") and XXXXX
FARGO BANK, National Association, as administrative and collateral agent for the
Lenders, Swingline Lender and L/C Issuer (herein, in such capacity, called the
"Agent Bank" and, together with the Lenders, Swingline Lender and L/C Issuer,
collectively referred to as the "Banks").
R_E_C_I_T_A_L_S:
WHEREAS:
A. HCR, HCCMC, HIMC and Banks (The Sumitomo Bank, Limited, Chicago
Branch, having acquired the interest of The Daiwa Bank, Limited by Assignment,
Assumption and Consent Agreement dated as of February 2, 1996) entered into a
Reducing Revolving Credit Agreement dated as of August 14, 1995 (the "Original
Credit Agreement"). HCR, HCCMC, HWWLLC and HIMC and Banks entered into a First
Amendment to Reducing Revolving Credit Agreement dated as of May 15, 1996 (the
"First Amendment to Credit Agreement"), a Second Amendment to Reducing Revolving
Credit Agreement dated as of May 23, 1996
(the "Second Amendment to Credit Agreement"), and a Third Amendment to Reducing
Revolving Credit Agreement dated as of September 30, 1996 (the "Third Amendment
to Credit Agreement" and, together with the Original Credit Agreement, First
Amendment to Credit Agreement and Second Amendment to Credit Agreement,
collectively the "Existing Credit Agreement").
B. In this Fourth Amendment to Credit Agreement, all capitalized
words and terms shall have the respective meanings and be construed herein as
provided in Section 1.01 of the Existing Credit Agreement, as that Section is
amended hereby. This Fourth Amendment to Credit Agreement shall be deemed to
incorporate such words and terms as a part hereof in the same manner and with
the same effect as if the same were fully set forth herein.
C. HTMC is a wholly owned subsidiary of HCR organized for the
purpose of holding title or leasehold interests, as applicable, to and operating
the Tahoe Real Property and Tahoe Hotel/Casino Facility. HCRSC is a wholly
owned subsidiary of HCR organized for the purpose of employing certain corporate
personnel and providing services to the Tahoe Hotel/Casino Facility, Central
City Casino and Iowa Riverboat/Hotel Facilities.
D. HCCMC is in the process of being licensed by the Gaming
Authorities of the State of Colorado for the ownership and operation of the
Central City Casino. At such time as HCCMC has been approved for such licenses,
HCR intends to cause the Central City Casino Property and Central City
Hotel/Casino Facility to be transferred and conveyed to HCCMC and to dissolve
HWWLLC.
X. Xxxxx have agreed to the creation of HTMC and HCRSC and to the
transfers described above subject to HTMC and HCRSC's assumption of all
obligations as Borrowers under the Bank Facilities, all on the terms and subject
to the additional conditions hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the parties
hereto agree to amend the Existing Credit Agreement by amending and
substituting, as applicable, the amended terms and provisions as hereinafter set
forth, which amended terms shall be deemed effective as of the Fourth Amendment
Effective Date.
Section 1. DEFINITIONS. Section 1.01 of the Existing Credit
Agreement shall be and is hereby amended to include the following definitions.
Those terms which are
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currently defined by Section 1.01 of the Existing Credit Agreement and which are
also defined below shall be defined as set forth below as of the Fourth
Amendment Effective Date:
"Borrower Consolidation" shall mean collective reference to HCR,
HCCMC, HWWLLC, HIMC, HTMC and HCRSC on a consolidated basis without regard to
any New Venture, New Venture Subsidiaries or Affiliate.
"Borrowers" shall have the meaning set forth in the Preamble to the
Fourth Amendment to Credit Agreement.
"Credit Agreement" shall mean the Existing Credit Agreement as amended
by the Fourth Amendment to Credit Agreement, as it may be further amended,
modified, extended, renewed or restated from time to time.
"Existing Credit Agreement" shall have the meaning set forth in
Recital Paragraph A to the Fourth Amendment to Credit Agreement.
"First Amendment to Credit Agreement" shall have the meaning set forth
in Recital Paragraph A to the Fourth Amendment to Credit Agreement.
"Fourth Amendment Effective Date" shall mean July 30, 1997.
"Fourth Amendment to Credit Agreement" shall have the meaning set
forth in the Preamble of the Fourth Amendment to Reducing Revolving Credit
Agreement dated as of July 25, 1997, executed by and among Borrowers and Banks.
"HCRSC" shall have the meaning set forth in the Preamble to the
Fourth Amendment to Credit Agreement.
"HTMC" shall have the meaning set forth in the Preamble to the Fourth
Amendment to Credit Agreement.
"Original Credit Agreement" shall have the meaning set forth in
Recital Paragraph A to the Fourth Amendment to Credit Agreement.
"Second Amendment to Credit Agreement" shall have the meaning set
forth in Recital Paragraph A to the Fourth Amendment to Credit Agreement.
"Tahoe Transfer Date" shall mean the date on which all right, title
and interest of HCR in and to the Tahoe Real
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Property is transferred and conveyed to HTMC, including an assignment of HCR's
interest in and to the Tahoe Greenbelt Lease, the California Greenbelt Lease and
Park Cattle Lease, together with all FF&E and other Tahoe Collateral relating to
the Tahoe Hotel/Casino Facility.
"Third Amendment to Credit Agreement" shall have the meaning set forth
in Recital Paragraph A to the Fourth Amendment to Credit Agreement.
Section 2. CONSENT TO CREATION OF ADDITIONAL SUBSIDIARIES. Banks do
hereby consent to the organization and creation of HTMC and HCRSC as wholly
owned subsidiaries of HCR.
Section 3. ASSUMPTION BY HTMC AND HCRSC. HTMC and HCRSC join in the
execution of this Fourth Amendment to Credit Agreement for the purpose of
evidencing their agreement to and, as of the date hereof, do hereby jointly and
severally assume all duties, obligations and liabilities of Borrowers under the
Credit Agreement, the Notes and each of the other Loan Documents as a Borrower
and each agrees to jointly and severally perform all of the promises, covenants
and other obligations of Borrowers thereunder arising or performable from and
after the date hereof. In this regard, as of the Tahoe Transfer Date, HTMC
shall execute such additional assumption documents as may be reasonably required
by Agent Bank and its attorneys for the purpose of evidencing its assumption of
all obligations of HCR under the Tahoe Security Documents, including, without
limitation, the execution and delivery of Tahoe Financing Statements as the
debtor.
Section 4. STOCK PLEDGE. As of the Tahoe Transfer Date, HCR shall
execute and deliver to and for the benefit of Agent Bank on behalf of Lenders:
(a) the original stock certificates evidencing all of the issued and outstanding
capital stock of HTMC and HCRSC, (b) Irrevocable Stock Powers executed in blank
with respect to such shares, and (c) an amendment to that certain Security
Agreement and Pledge of Stock dated August 14, 1995, executed by and between HCR
and Agent Bank for the purpose of adding to the Pledged Stock thereunder all of
the issued and outstanding capital stock of HTMC and HCRSC.
Section 5. CONSENT TO DISSOLUTION OF HWWLLC. Upon approval thereof
of the Gaming Authorities for the State of Colorado and the transfer and
conveyance of all assets, rights and interests of HWWLLC in and to the Central
City Hotel/Casino Facility and Central City Property to HCCMC,
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Banks shall and do hereby consent to the dissolution of HWWLLC.
Section 6. CONSENT TO LEASE AMENDMENTS AND ASSIGNMENT. As of the
Fourth Amendment Effective Date, Banks shall and do hereby consent to:
a. the amendment of the Park Cattle Lease in the form of the
Third Amendment to Lease Agreement approved by Agent Bank;
b. the amendment of the Tahoe Green Belt Lease in the form of
the First Amendment to Lease Agreement approved by Agent Bank;
c. the amendment of the California Green Belt Lease in the form
of the First Amendment to Lease Agreement approved by Agent Bank; and
d. the assignment by HCR to HTMC of all of HCR's right, title
and interest in and to the Park Cattle Lease, Tahoe Green Belt Lease and
California Green Belt Lease in the form of the Assignment of Lease approved by
Agent Bank.
Section 7. CONDITIONS PRECEDENT TO FOURTH AMENDMENT EFFECTIVE
DATE. This Fourth Amendment to Credit Agreement is further subject to Agent
Bank having received the following documents and payment, in each case in a form
and substance reasonably satisfactory to Agent Bank on or before the Fourth
Amendment Effective Date:
a. a true and correct copy of the Articles of Incorporation and
Bylaws of each of HTMC and HCRSC;
b. a certificate of good standing issued by the Secretary of
State of the State of Nevada for each of HTMC and HCRSC, in each instance dated
within thirty (30) days of the Fourth Amendment Effective Date;
c. a duly executed corporate resolution for each of the
Borrowers, authorizing each Borrower to enter into and execute the amendments
and related documents set forth and referenced in the Fourth Amendment to Credit
Agreement and, in the case of HTMC and HCRSC, authorizing the assumption of all
duties, obligations and liabilities as Borrowers under the Credit Agreement,
Notes and each of the other Loan Documents;
d. two (2) UCC-1 financing statements, in the form of the Tahoe
Financing Statements and acceptable to Agent
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Bank, executed by HTMC as debtor and Agent Bank, as secured party;
e. the Consent to Amendment and Assignment of Leases and
Affirmation of Estoppels, in the form acceptable to Agent Bank, duly executed by
Agent Bank, on behalf of the Banks, HTMC and Park Cattle Co.;
f. reimbursement to Agent Bank by Borrowers for the reasonable
attorneys' fees and expenses of Xxxxxxxxx & Xxxxxx relating to the preparation
and execution of this Fourth Amendment to Credit Agreement and related
documentation; and
g. such other documents, instruments or conditions as may
reasonably be required by Agent Bank.
Section 8. REPRESENTATIONS AND WARRANTIES. To induce Banks to
enter into this Fourth Amendment to Credit Agreement, Borrowers hereby certify
that (i) the representations and warranties contained in Article IV of the
Credit Agreement and in each of the Loan Documents (other than representations
and warranties which expressly speak only as of a different date, which shall be
true and correct in all material respects as of such date), shall be true and
correct in all material respects on and as of the Fourth Amendment Effective
Date as though made on and as of the Fourth Amendment Effective Date, except to
the extent that such representations and warranties are not true and correct as
a result of a change which is permitted by the Credit Agreement or by any other
Loan Document or which has been otherwise consented to by Banks; and (ii) no
Default or Event of Default has occurred and is continuing under the Credit
Agreement or any other Loan Document.
Section 9. NO OTHER CHANGES. Except as specifically set forth
herein, the Existing Credit Agreement shall remain unchanged and in full force
and effect.
Section 10. GOVERNING LAW. This Fourth Amendment to Credit Agreement
shall be governed by the internal laws of the State of Nevada without reference
to conflicts of laws principles.
Section 11. COUNTERPARTS. This Fourth Amendment to Credit Agreement
may be executed in any number of counterparts, all of which taken together shall
constitute one agreement, and any party hereto may execute this Fourth Amendment
to Credit Agreement by signing any such counterpart.
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to Credit Agreement to be executed as of the day and year first above
written.
BORROWERS:
HARVEYS CASINO RESORTS,
a Nevada corporation
By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx,
President
By /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxxxx,
Secretary
Address:
Xxxxxxx 00
X.X Xxx 000
Xxxxxxxxx, Xxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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HARVEYS C.C.
MANAGEMENT COMPANY, INC.,
a Nevada corporation
By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx,
President
By /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxxxx,
Secretary
Address:
Xxxxxxx 00
X.X Xxx 000
Xxxxxxxxx, Xxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
HARVEYS IOWA
MANAGEMENT COMPANY., INC.,
a Nevada corporation
By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx,
President
By /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxxxx,
Secretary
Address:
Xxxxxxx 00
X.X Xxx 000
Xxxxxxxxx, Xxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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HARVEYS WAGON WHEEL CASINO
LIMITED LIABILITY COMPANY
By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx,
President
By /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxxxx,
Secretary
Address:
Xxxxxxx 00
X.X. Xxx 000
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
HARVEYS TAHOE MANAGEMENT
COMPANY, INC., a Nevada
corporation
By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx,
President
Address:
Xxxxxxx 00
X.X. Xxx 000
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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HCR SERVICES COMPANY, INC.,
a Nevada corporation
By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx,
President
Address:
Xxxxxxx 00
X.X. Xxx 000
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
BANKS:
XXXXX FARGO BANK,
National Association,
successor by merger to
FIRST INTERSTATE BANK OF
NEVADA, N.A. and FIRST
INTERSTATE BANK OF
CALIFORNIA, Agent Bank,
Lender, Swingline Lender and L/C
Issuer
By /s/ Xxx Xxxxxxxx
---------------------------------
Xxx Xxxxxxxx,
Vice President
Address:
Xxx Xxxx Xxxxx Xxxxxx
Xxxx, Xxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
S - 4
BANK OF THE WEST,
Lender
By /s/ Xxxx X. Xxxxxx
---------------------------------
Name Xxxx X. Xxxxxx
-------------------------------
Title Regional Vice President
------------------------------
Address:
0000 Xxxxx Xxxxxxxxx
Xxxxxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
FIRST SECURITY BANK,
N.A., formerly known as
FIRST SECURITY BANK OF
IDAHO, N.A., Lender
By /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Name Xxxxx X. Xxxxxxxx
-------------------------------
Title Vice President
------------------------------
Address:
15 East 000 Xxxxx
0xx Xxxxx
Xxxx Xxxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
S - 5
IMPERIAL BANK,
Lender
By /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name Xxxxxx X. Xxxxxxx
-------------------------------
Title Senior Vice President
------------------------------
Address:
0000 X. Xx Xxxxxxx
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
NORWEST BANK OF NEBRASKA,
N.A., Lender
By /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Name Xxxxxxx X. Xxxxxxxx
-------------------------------
Title Vice President
------------------------------
Address:
0000 Xxxxxxx Xxxxxx
Xxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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THE FIRST NATIONAL BANK
OF CHICAGO,
Lender
By /s/ Xxxxxxx X. Xxxx
---------------------------------
Name Xxxxxxx X. Xxxx
-------------------------------
Title Vice President
------------------------------
Address:
000 Xxxxx Xxxxxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxxxxx, XX 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
SOCIETE GENERALE,
Lender
By /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Name Xxxxxx X. Xxxxxxxx
-------------------------------
Title Vice President
------------------------------
Address:
0000 Xxxxxxx Xxxx Xxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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THE SUMITOMO BANK, LIMITED,
Lender
By /s/ Xxxxxxxx X. Xxxxxxxx
---------------------------------
Name Xxxxxxxx X. Xxxxxxxx
-------------------------------
Title Vice President
------------------------------
By /s/ Xxxxx X. Xxx
---------------------------------
Name Xxxxx X. Xxx
-------------------------------
Title Vice President
------------------------------
Address:
000 X. Xxxxx Xxxxxx
Xxxxx 000
Xxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
U.S. BANK,
Lender
By /s/ Xxxx Xxxxxxx
---------------------------------
Name Xxxx Xxxxxxx
-------------------------------
Title Senior Vice President
------------------------------
Address:
Xxx Xxxx Xxxxxxx Xxxxxx
0xx Xxxxx
Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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ARGENTBANK,
Lender
By /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name Xxxxxx X. Xxxxxxx
-------------------------------
Title Vice President
------------------------------
Address:
000 Xxxx 0xx Xxxxxx
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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