EXHIBIT 10.45
EXHIBIT XI-C
[FORM OF FIRST AMENDMENT TO COMPANY PLEDGE
AGREEMENT (NEVADA)]
PLAYERS INTERNATIONAL, INC.
FIRST AMENDMENT
TO COMPANY PLEDGE AGREEMENT (NEVADA)
This FIRST AMENDMENT TO COMPANY PLEDGE AGREEMENT (NEVADA) (this
"Amendment") is dated as of August 25, 1995 and entered into by and between
PLAYERS INTERNATIONAL, INC., a Nevada corporation ("Pledgor"), and FIRST
INTERSTATE BANK OF NEVADA, N.A. ("FIB"), as administrative agent for and
representative of (in such capacity herein called "Secured Party" or
"Administrative Agent") the financial institutions ("Lenders") party to the
Credit Agreement dated as of August 25, 1995 by and among Pledgor, Lenders,
Administrative Agent, FIB and Bankers Trust Company, each as a Managing Agent
for Lenders, and FIB and BT Securities Corporation, each as a Co-Arranger.
Capitalized terms used herein without definition shall have the same meanings
herein as set forth in the Credit Agreement. This Amendment is made with
reference to, and amends, that certain Company Pledge Agreement (Nevada) dated
as of August 25, 1995 by and among Pledgor and Secured Party (the "Pledge
Agreement").
RECITALS
WHEREAS, Pledgor and Secured Party desire to amend the
provisions contained in Sections 7(a)(ii) and 7(b)(ii) of the Pledge Agreement;
and
WHEREAS, the Nevada Gaming Commission ("NGC") must approve any
such amendment to the Pledge Agreement prior to the effectiveness thereof;
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:
Section 1. AMENDMENTS TO THE PLEDGE AGREEMENT
A. Section 7(a) of the Pledge Agreement is hereby amended by
deleting paragraph (ii) thereof in its entirety and substituting therefor the
following:
"(ii) Pledgor shall be entitled to receive and retain, and to
utilize free and clear of the lien of this Agreement, any and all
dividends, interest and other distributions paid in respect of the
Pledged Collateral; provided, however, that any and all dividends and
interest paid or payable other than in cash in respect of any Pledged
Collateral, shall be, and shall forthwith be delivered to Secured Party
to hold as, Pledged Collateral and shall, if received by Pledgor, be
received in trust for the benefit of Secured Party, be segregated from
the other property or funds of Pledgor and be forthwith delivered to
Secured Party as Pledged Collateral in the same form as so received
(with all necessary indorsements); and"
B. Section 7(b) of the Pledge Agreement is hereby amended by deleting
paragraph (ii) thereof in its entirety and substituting therefor the following:
"(ii) all rights of Pledgor to receive the dividends, interest
and other distributions which it would otherwise be authorized to
receive and retain pursuant to Section 7(a)(ii) shall cease, and all
such rights shall thereupon become vested in Secured Party who shall
thereupon have the sole right to receive and hold as Pledged Collateral
such dividends, interest and other distributions; and"
Section 2. PLEDGOR'S REPRESENTATIONS AND WARRANTIES
In order to induce Administrative Agent to enter into this Amendment and to
amend the Credit Agreement in the manner provided herein, Pledgor represents and
warrants to each Lender that the following statements are true, correct and
complete:
A. Corporate Power and Authority. Pledgor has all requisite corporate power
and authority to enter into this Amendment and to carry out the transactions
contemplated by, and perform its obligations under, the Pledge Agreement as
amended by this Amendment (the "Amended Agreement").
B. Authorization of Agreements. The execution and delivery of this
Amendment and the performance of the Amended Agreement have been duly authorized
by all necessary corporate action on the part of Pledgor.
C. Binding Obligation. This Amendment has been duly executed and delivered
by Pledgor, and this Amendment and the Amended Agreement constitute the legal,
valid and binding obligation of Pledgor enforceable against Pledgor in
accordance with their respective terms.
Section 3. CONDITIONS TO EFFECTIVENESS
The amendments to the Pledge Agreement set forth in Section 1 hereof shall
become effective upon such time, and only upon such time, as either:
A. (i) The NGC shall have approved this Amendment and the Amended Agreement
and shall not have placed any conditions, contingencies or restrictions on the
effectiveness of the Amended Agreement; and
(ii) Administrative Agent shall have received a certified copy of all
documents or instruments evidencing such approval by the NGC, which documents or
instruments shall state that the Amended Agreement may become effective under
the rules and regulations of the NGC; or
B. Pledgor and Administrative Agent shall have received a written ruling
from either the NGC or the Nevada State Gaming Control Board to the effect that
no approval from the Nevada Gaming Authorities is required in order for Section
1 of this Amendment and for the Amended Agreement to become effective.
Section 4. MISCELLANEOUS
A. Reference to and Effect on the Pledge Agreement and the Other Loan
Documents.
(i) On and after the effectiveness hereof, each reference in
the Pledge Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import referring to the Pledge Agreement, and
each reference in the other Loan Documents to the "Pledge Agreement",
"thereunder", "thereof" or words of like import referring to the Pledge
Agreement shall mean and be a reference to the Amended Agreement.
(ii) Except as specifically amended by this Amendment, the
Pledge Agreement and the other Loan Documents shall remain in full
force and effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein, constitute a waiver of
any provision of, or operate as a waiver of any right, power or remedy
of Secured Party under, the Pledge Agreement or any of the other Loan
Documents.
B. Fees and Expenses. Pledgor acknowledges that all costs, fees and
expenses as described in subsection 15 of the Pledge Agreement incurred by Agent
and its counsel with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of Pledgor.
C. Headings. Section and subsection headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose or be given any substantive effect.
D. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEVADA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. Counterparts; Effectiveness. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. This Amendment shall become effective upon the execution of a
counterpart hereof by Pledgor and Secured Party and receipt by Secured Party of
written or telephonic notification of such execution and authorization of
delivery thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
PLAYERS INTERNATIONAL, INC.,
as Pledgor
By: ____________________________________
Title: _________________________________
Notice Address:
0000 Xxxxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Attention: President and Chief Financial
Officer
With copies to:
Players International, Inc.
0000 Xxxxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Attention: Chief Financial Officer
Players International, Inc.
0000 Xxxxxxxx Xxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Attention: General Counsel
FIRST INTERSTATE BANK OF NEVADA, N.A.,
as Secured Party
By: ____________________________________
Title: __________________________________
Notice Address:
0000 Xxxxxx Xxxxxx Xxxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Attention: Xxxxx Xxxxx
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