SEVENTH AMENDMENT TO CREDIT AGREEMENT
SEVENTH AMENDMENT TO CREDIT AGREEMENT
SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 21, 2004, 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 subsequently amended, modified or supplemented by the First Amendment thereto dated as of January 30, 2001, the Second Amendment thereto dated as of May 31, 2002, the Third Amendment thereto dated as of November 22, 2002, the Fourth Amendment thereto dated as of December 19, 2003, the Fifth Amendment thereto dated as of February 27, 2004 and the Sixth Amendment thereto dated as of October 25, 2004 (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(a) of the Credit Agreement is hereby amended by (i) deleting the text “fiscal year” appearing in the proviso of said Section and inserting the text “fiscal years” in lieu thereof and (ii) inserting the text “and December 31, 2004” immediately following the text “December 31, 2003” appearing in said Section.
2. The definition of “Incremental Commitment Termination Date” appearing in Section 11 of the Credit Agreement is hereby amended by (i) deleting clause (y) of said definition in its entirety and (ii) inserting the following new text in lieu thereof:
“(y) with respect to all other Incremental Commitments for Incremental Term Loans, December 31, 2004.”.
3. The Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Seventh Amendment Effective Date (as defined below) both before and after giving effect to this Amendment and (ii) on the Seventh 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.
4. This Amendment shall become effective on the date (the “Seventh 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, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000, Attention: May Xxx-Xxxxxxx (facsimile number 212-354-8113).
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.
* * *
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/ Xxxxx X. Xxxxx
Title: Senior Vice President & General Counsel
AMERISTAR CASINO VICKSBURG, INC.,
AMERISTAR CASINO COUNCIL BLUFFS, INC.,
CACTUS PETE’S, INC.,
A.C. FOOD SERVICES, INC.,
AMERISTAR CASINO ST. LOUIS, INC.,
AMERISTAR CASINO KANSAS CITY, INC.,
AMERISTAR CASINO ST. XXXXXXX, INC.,
AMERISTAR CASINO LAS VEGAS, INC.
RICHMOND STREET DEVELOPMENT, INC.
AMERISTAR CASINO BLACK HAWK, INC.
By: /s/ Xxxxx X. Xxxxx
Title: Vice President
DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), Individually and as Administrative Agent
By: /s/ Xxxx Xxx Xxxxx
Title: Managing Director
SIGNATURE PAGE TO THE SEVENTH AMENDMENT DATED AS OF DECEMBER 21, 2004, 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, XXXXX FARGO BANK, N.A., AS CO-ARRANGER AND SYNDICATION AGENT, BEAR XXXXXXX 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
AMMC CDO I, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By: /s/ Xxxxxxx X. Eng
Title: Senior Vice President
AMMC CDO II, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By: /s/ Xxxxxxx X. Eng
Title: Senior Vice President
AMMC CDO III, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By: /s/ Xxxxxxx X. Eng
Title: Senior Vice President
BANK OF SCOTLAND
By: /s/ Xxxxx Xxxxx
Title: Assistant Vice President
BEAR XXXXXXX CORPORATE LENDING
By: /s/ Xxxxxx Xxxxxxxxxxxx
Title: Vice President
BLUE SQUARE FUNDING LIMITED SERIES 3,
as Lender
By: /s/ Xxxxxxx X’Xxxxxx
Title: Vice President
BIG SKY SENIOR LOAN FUND, LTD.
By: Xxxxx Xxxxx Management
as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Vice President
TOLLI & CO.
By: Xxxxx Xxxxx Management
as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX CDO III, LTD.
By: Xxxxx Xxxxx Management
as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Vice President
COSTANTINUS XXXXX XXXXX CDO V, LTD.
By: Xxxxx Xxxxx Management
as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX CDO VI, LTD.
By: Xxxxx Xxxxx Management
as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXXXX & CO.
By: Boston Management and Research
as Investment Advisor
XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
By: Xxxxx Xxxxx Management
as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX LIMITED DURATION INCOME FUND
By: Xxxxx Xxxxx Management
as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management
as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXX XXXXX VT FLOATING-RATE INCOME FUND
By: Xxxxx Xxxxx Management
as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Vice President
XXXXXXX & CO
By: Boston Management and Research
as Investment Advisor
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Vice President
FRANKLIN CLO II, LIMITED
By: /s/ Xxxxx Xxxxxx
Title: Vice President
FRANKLIN CLO III, LIMITED
By: /s/ Xxxxx Xxxxxx
Title: Vice President
FRANKLIN FLOATING RATE TRUST
By: /s/ Xxxxx Xxxxxx
Title: Vice President
HIBERNIA NATIONAL BANK
By: /s/ Xxxxx X. Xxxxxx
Title: Senior Vice President
TRUMBULL THC2 LOAN FUNDING LLC,
for itself or as agent for Trumbull THC Limited
By: /s/ Xxxxxxx Xxxxx
Title: as Attorney in Fact
BUSHNELL CBNA LOAN FUNDING LLC,
for itself or as agent for Bushnell CFPI Loan Funding LLC
By: /s/ Xxxxxxx Xxxxx
Title: as Attorney in Fact
STANDWICH LOAN FUNDING, LLC
By: /s/ Xxxxx X. Xxxxx
Title: Assistant Vice President
ELF FUNDING TRUST I
By: Highland Capital Management, L.P.,
as Collateral Manager
By: /s/ Xxxx Xxxxx
Title: Chief Investment Officer
HCM US LOANS MAC 43, LTD.
By: Highland Capital Management, L.P.,
as attorney-in-Fact
By: /s/ Xxxx Xxxxx
Title: Chief Investment Officer
HIGHLAND LOAN FUNDING V, LTD.
By: Highland Capital Management, L.P.,
as Collateral Manager
By: /s/ Xxxx Xxxxx
Title: Chief Investment Officer
RESTORATION FUNDING CLO, LTD.
By: Highland Capital Management, L.P.,
as Collateral Manager
By: /s/ Xxxx Xxxxx
Title: Chief Investment Officer
HIGHLAND OFFSHORE PARTNERS, L.P.
By: Highland Capital Management, L.P.,
as General Manager
By: /s/ Xxxx Xxxxx
Title: Chief Investment Officer
HIGHLAND FLOATING RATE ADVANTAGE FUND (f.k.a. Columbia Floating Rate Advantage Fund)
By: Highland Capital Management, L.P.,
its Investment Advisor
By: /s/ Xxxx Xxxxx
Title: Chief Investment Officer
HIGHLAND FLOATING RATE LIMITED LIABILITY COMPANY (f.k.a. .Columbia Floating Rate Limited Liability
Company)
By: Highland Capital Management, L.P.,
its Investment Advisor
By: /s/ Xxxx Xxxxx
Title: Chief Investment Officer
LOAN FUNDING IV LLC
By: Highland Capital Management, L.P.,
as Portfolio Manager
By: /s/ Xxxx Xxxxx
Title: Chief Investment Officer
ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxxxxxx
Title: Director
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxxxxxx
Title: Director
ENDURANCE CLO I, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxxxxxx
Title: Director
ING-ORYX CLO, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxxxxxx
Title: Director
NEMEAN CLO, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxxxxxx
Title: Director
SEQUILS-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxxxxxx
Title: Director
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
By: ING Investments LLC
as its Investments Manager
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
ING PRIME RATE TRUST
By: ING Investment Management, Co.
as its Investments Manager
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
ING SENIOR INCOME FUND
By: ING Investment Management, Co.
as its Investments Manager
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD.
By: ING Investment, LLC
as its Investments Manager
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
PILGRIM CLO 1999-1 LTD.
By: ING Investment, LLC
as its Investments Manager
By: /s/ Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
LCM I LIMITED PARTNERSHIP
By: Lyon Capital Management LLC,
as Collateral Manager
By: /s/ Xxxxxxxxx X. Xxxxx
Title: Portfolio Manager
LONGHORN CDO (CAYMAN) LTD.
By: Xxxxxxx Xxxxx Investment Managers, L.P.
as its Investments Manager
By: /s/ Xxxxxx Xxxxx
Title: Authorized Signatory
MASTER SENIOR FLOATING RATE TRUST
By: /s/ Xxxxxx Xxxxx
Title: Authorized Signatory
NATIONAL CITY BANK OF INDIANA
By: /s/ Xxxx Xxxxxx
Title: Vice President
PPM SHADOW CREEK FUNDING LLC
By: /s/ Xxxxx X. Xxxxx
Title: Assistant Vice President
PPM SPYGLASS FUNDING TRUST
By: /s/ Xxxxx X. Xxxxx
Title: Assistant Vice President
TORONTO DOMINION (NEW YORK), INC.
By: /s/ Xxxxxx Xxxxxxx
Title: Authorized Signatory
EMERALD ORCHARD LIMITED
By: /s/ Xxxxxx Xxxxxxx
Title: Attorney in Fact
U.S. BANK
By: /s/ J. Xxxxxx Xxxxxxxxx
Title: Vice President
WB LOAN FUNDING 1, LLC
By: /s/ Xxxxxx X. Xxxxxxx
Title: President
XXXXX FARGO BANK, N.A.
By: /s/ Xxxxx Xxxxxx
Title: Vice President
