Contract
AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AGREEMENTThis Amendment No. 1 to Amended and Restated Loan Agreement dated as of December 1, 2001 (“Amendment”) is entered into with reference to the Amended and Restated Loan Agreement dated as of September 16, 1999 among Coast Hotels and Casinos, Inc., a Nevada corporation (“Borrower”), the Lenders named therein, and Bank of America, N.A., as Administrative Agent (as amended, the “Loan Agreement”). Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Loan Agreement. The Administrative Agent, acting with the consent of the Requisite Lenders under the Loan Agreement and Borrower hereby agree to amend the Loan Agreement as follows: 1. Capital Expenditures — Section 6.15(a), (e) and (e). Section 6.15 (a), (b) and (e) of the Loan Agreement are hereby amended to read in full as follows: |
“(a) Maintenance Capital Expenditures not to exceed (i) $25,000,000 during the Fiscal Year ending on December 31, 2001 and (ii) $22,000,000 during any subsequent Fiscal Year; |
(b) other Capital Expenditures in an aggregate amount that do not, when aggregated with the outstanding amount of any Acquisitions and Investments made under Section 6.16(i), exceed $125,000,000 during the term of this Agreement; |
(e) other Capital Expenditures in an amount equal to any Net Cash Proceeds from the Disposition of the Barbary Coast (after making any required repayments of the Obligations pursuant to Section 5.13).” |
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2. Conditions Precedent to Amendment. The effectiveness of this Amendment is conditioned upon receipt by Administrative Agent of the following: |
a. Counterparts of this Amendment executed by all parties hereto; |
b. Written consent of Coast Resorts, Inc., a Nevada corporation, to the execution, delivery and performance hereof, substantially in the form of Exhibit A hereto; and |
c. Written consent of the Requisite Lenders, substantially in the form of Exhibit B hereto. |
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3. Representations. Borrower hereby represents and warrants that no Default or Event of Default has occurred and remains continuing.. 4. Confirmation. In all other respects, the terms of the Loan Agreement and the other Loan Documents are hereby confirmed. -1- IN WITNESS WHEREOF, the undersigned have executed this Amendment by their duly authorized representatives as of the date first written above. |
| BORROWER: COAST HOTELS AND CASINOS, INC. | ||
| By: | /s/ Gage Xxxxxxx | |
| Xxxx Xxxxxxx | ||
| Title: | Vice President and Chief Financial Officer | |
| ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A. | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Title: | V-P | |
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Exhibit A CONSENT OF GUARANTOR This Consent is delivered with reference to the proposed Amendment No. 1 to Amended and Restated Loan Agreement (“Amendment”) to be entered into with reference to the Amended and Restated Loan Agreement dated as of September 16, 1999 among Coast Hotels and Casinos, Inc., a Nevada corporation (“Borrower”), the Lenders named therein, and Bank of America, N.A. as Administrative Agent (as amended, the “Loan Agreement”). Capitalized terms used but not defined herein are used with the meanings as set forth for those terms in the Loan Agreement. The undersigned Guarantor hereby consents to the execution, delivery and performance of the Amendment, substantially in the form presented to the undersigned as a draft. The undersigned Guarantor represents and warrants to the Administrative Agent and the Lenders that the Guaranty remains in full force and effect in accordance with its terms. COAST RESORTS, INC., a Nevada corporation |
| By: | /s/ Gage Xxxxxxx |
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| Xxxx Xxxxxxx | ||
| Title: | Vice President and Chief Financial Officer |
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| Dated: | December 19, 2001 |
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Exhibit B CONSENT OF LENDERS This Consent is delivered with reference to the proposed Amendment No. 1 to Amended and Restated Loan Agreement (“Amendment”) to be entered into with reference to the Amended and Restated Loan Agreement dated as of September 16, 1999 among Coast Hotels and Casinos, Inc., a Nevada corporation (“Borrower”), the Lenders named therein, and Bank of America, N.A., as Administrative Agent (as amended, the “Loan Agreement”). Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Loan Agreement. The undersigned Lender hereby consents to the execution, delivery and performance of the Amendment, substantially in the form presented to the undersigned as a draft. |
| Bank of America |
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| [Name of Lender] |
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| By: | /s/ Xxxxxxx Xxxxxx |
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| Xxxxxxx Xxxxxx | ||
| Title: | Managing Director |
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| Dated: | December 14, 2001 | |
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Exhibit B CONSENT OF LENDERS This Consent is delivered with reference to the proposed Amendment No. 1 to Amended and Restated Loan Agreement (“Amendment”) to be entered into with reference to the Amended and Restated Loan Agreement dated as of September 16, 1999 among Coast Hotels and Casinos, Inc., a Nevada corporation (“Borrower”), the Lenders named therein, and Bank of America, N.A., as Administrative Agent (as amended, the “Loan Agreement”). Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Loan Agreement. The undersigned Lender hereby consents to the execution, delivery and performance of the Amendment, substantially in the form presented to the undersigned as a draft. |
| Bank of Scotland |
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| [Name of Lender] |
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| By: | /s/ Xxxxxx Xxxxxx |
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| Xxxxxx Xxxxxx | ||
| Title: | Vice President |
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| Dated: | December 12, 2001 | |
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Exhibit B CONSENT OF LENDERS This Consent is delivered with reference to the proposed Amendment No. 1 to Amended and Restated Loan Agreement (“Amendment”) to be entered into with reference to the Amended and Restated Loan Agreement dated as of September 16, 1999 among Coast Hotels and Casinos, Inc., a Nevada corporation (“Borrower”), the Lenders named therein, and Bank of America, N.A., as Administrative Agent (as amended, the “Loan Agreement”). Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Loan Agreement. The undersigned Lender hereby consents to the execution, delivery and performance of the Amendment, substantially in the form presented to the undersigned as a draft. |
| The CIT Group/Equipment Financing |
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| [Name of Lender] |
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| By: | /s/ Xxxxx X. Xxxxx |
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| Xxxxx X. Xxxxx | ||
| Title: | Sr. Vice President |
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| Dated: | December 20, 2001 | |
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Exhibit B CONSENT OF LENDERS This Consent is delivered with reference to the proposed Amendment No. 1 to Amended and Restated Loan Agreement (“Amendment”) to be entered into with reference to the Amended and Restated Loan Agreement dated as of September 16, 1999 among Coast Hotels and Casinos, Inc., a Nevada corporation (“Borrower”), the Lenders named therein, and Bank of America, N.A., as Administrative Agent (as amended, the “Loan Agreement”). Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Loan Agreement. The undersigned Lender hereby consents to the execution, delivery and performance of the Amendment, substantially in the form presented to the undersigned as a draft. |
| Comerica West Incorporated |
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| [Name of Lender] |
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| By: | /s/ Xxxx Xxxxxxx |
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| Title: | Vice President |
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| Dated: | December 17, 2001 | |
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Exhibit B CONSENT OF LENDERS This Consent is delivered with reference to the proposed Amendment No. 1 to Amended and Restated Loan Agreement (“Amendment”) to be entered into with reference to the Amended and Restated Loan Agreement dated as of September 16, 1999 among Coast Hotels and Casinos, Inc., a Nevada corporation (“Borrower”), the Lenders named therein, and Bank of America, N.A., as Administrative Agent (as amended, the “Loan Agreement”). Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Loan Agreement. The undersigned Lender hereby consents to the execution, delivery and performance of the Amendment, substantially in the form presented to the undersigned as a draft. |
| First Hawaiian Bank |
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| [Name of Lender] |
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| By: | /s/ Xxxxxx Xxxxxx |
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| Xxxxxx Xxxxxx | ||
| Title: | Media Finance Officer |
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| Dated: | December 17, 2001 | |
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Exhibit B CONSENT OF LENDERS This Consent is delivered with reference to the proposed Amendment No. 1 to Amended and Restated Loan Agreement (“Amendment”) to be entered into with reference to the Amended and Restated Loan Agreement dated as of September 16, 1999 among Coast Hotels and Casinos, Inc., a Nevada corporation (“Borrower”), the Lenders named therein, and Bank of America, N.A., as Administrative Agent (as amended, the “Loan Agreement”). Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Loan Agreement. The undersigned Lender hereby consents to the execution, delivery and performance of the Amendment, substantially in the form presented to the undersigned as a draft. |
| Hibernia National Bank |
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| [Name of Lender] |
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| By: | /s/ Xxxxx Xxxxxx |
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| Title: | V.P. |
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| Dated: | December 10, 2001 | |
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Exhibit B CONSENT OF LENDERS This Consent is delivered with reference to the proposed Amendment No. 1 to Amended and Restated Loan Agreement (“Amendment”) to be entered into with reference to the Amended and Restated Loan Agreement dated as of September 16, 1999 among Coast Hotels and Casinos, Inc., a Nevada corporation (“Borrower”), the Lenders named therein, and Bank of America, N.A., as Administrative Agent (as amended, the “Loan Agreement”). Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Loan Agreement. The undersigned Lender hereby consents to the execution, delivery and performance of the Amendment, substantially in the form presented to the undersigned as a draft. |
| U.S. Bank National Association |
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| [Name of Lender] |
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| By: | /s/ Xxxx Xxxxxxxxx |
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| Title: | Asst. Vice President |
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| Dated: | December 13, 2001 | |
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Exhibit B CONSENT OF LENDERS This Consent is delivered with reference to the proposed Amendment No. 1 to Amended and Restated Loan Agreement (“Amendment”) to be entered into with reference to the Amended and Restated Loan Agreement dated as of September 16, 1999 among Coast Hotels and Casinos, Inc., a Nevada corporation (“Borrower”), the Lenders named therein, and Bank of America, N.A., as Administrative Agent (as amended, the “Loan Agreement”). Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Loan Agreement. The undersigned Lender hereby consents to the execution, delivery and performance of the Amendment, substantially in the form presented to the undersigned as a draft. |
| Xxxxx Fargo Bank |
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| [Name of Lender] |
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| By: | /s/ Xxxx Xxxxx |
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| Title: | Vice President |
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| Dated: | December 18th, 2001 | |
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Exhibit B CONSENT OF LENDERS This Consent is delivered with reference to the proposed Amendment No. 1 to Amended and Restated Loan Agreement (“Amendment”) to be entered into with reference to the Amended and Restated Loan Agreement dated as of September 16, 1999 among Coast Hotels and Casinos, Inc., a Nevada corporation (“Borrower”), the Lenders named therein, and Bank of America, N.A., as Administrative Agent (as amended, the “Loan Agreement”). Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Loan Agreement. The undersigned Lender hereby consents to the execution, delivery and performance of the Amendment, substantially in the form presented to the undersigned as a draft. |
| West Coast Bank |
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| [Name of Lender] |
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| By: | /s/ Xxxxxxx X. Xxxxxxx |
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| Xxxxxxx X. Xxxxxxx | ||
| Title: | Vice President |
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| Dated: | December 17, 2001 | |
