Exhibit-4.4
AMENDMENT NO. 1 TO SHORT TERM LOAN AGREEMENT
This AMENDMENT NO. 1 TO SHORT TERM LOAN AGREEMENT (this "Amendment")
dated as of April 3, 2000 is executed with reference to the Short Term Year
Loan Agreement (the "Loan Agreement") dated as of April 30, 1999, among
Xxxxxx'x Operating Company, Inc., a Delaware corporation ("Company"), Marina
Associates, a New Jersey general partnership ("Marina" and together with the
Company and such other Subsidiaries that become Borrowers pursuant to Section
2.10 thereof "Borrowers"), as Borrowers, Xxxxxx'x Entertainment, Inc., a
Delaware corporation (the "Parent"), as Guarantor, Bank of America, N.A.
(under its former name, Bank of America National Trust and Savings
Association) and each lender from time to time a party thereto (collectively,
the "Lenders" and individually, a "Lender"), Bankers Trust Company, as
Syndication Agent, Canadian Imperial Bank of Commerce and Societe Generale,
as Documentation Agents, Commerzbank AG, PNC Bank, National Association and
Xxxxx Fargo Bank, N.A., as Co-Documentation Agents, and Bank of America N.A.,
as Administrative Agent. Terms defined in the Loan Agreement are used herein
with the same meanings.
The Borrowers, Guarantor and the Administrative Agent, acting on behalf
of the Lenders under the Loan Agreement hereby amend the Loan Agreement as
follows:
1. Section 2.7 - Voluntary Increase to the Commitment. Section
2.7(a) of the Loan Agreement is hereby amended in full to read as follows:
"(a) Provided that no Default or Event of Default then exists,
during the one year period following the Closing Date, Parent and the Borrowers
may, upon at least 30 days notice to the Administrative Agent (which shall
promptly provide a copy of such notice to the Lenders), propose to increase the
aggregate amount of the Commitment and the Five Year Commitment by an aggregate
amount not to exceed $300,000,000 (the amount of any such increase of the
Commitment being referred to as the "Increased Commitment"). Each Lender party
to this Agreement at such time shall have the right (but no obligation), for a
period of 15 days following receipt of such notice, to elect by notice to Parent
and the Borrowers and the Administrative Agent to increase its Commitment by a
principal amount which bears the same ratio to the Increased Commitments as its
then Commitment
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bears to the aggregate Commitments then existing. Each Lender which fails to
respond to any such request shall be conclusively deemed to have refused to
consent to an increase in its Commitment."
2. Counterparts. This Amendment may be executed in counterparts
in accordance with Section 11.7 of the Loan Agreement.
3. Confirmation. In all other respects, the Loan Agreement is
confirmed.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above by their duly authorized representatives.
XXXXXX'X ENTERTAINMENT, INC., as Guarantor
By: /s/ XXXXXXX X. XXXXXX
----------------------------
Xxxxxxx X. Xxxxxx
Vice President and Treasurer
XXXXXX'X OPERATING COMPANY, INC.,
as a Borrower
By: /s/ XXXXXXX X. XXXXXX
----------------------------
Xxxxxxx X. Xxxxxx
Vice President and Treasurer
MARINA ASSOCIATES, as a Borrower
By: Xxxxxx'x New Jersey, Inc.,
general partner
By: /s/ XXXXXXX X. XXXXXX
---------------------------
Xxxxxxx X. Xxxxxx,
authorized signatory
By: Xxxxxx'x Atlantic City, Inc.,
general partner
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By: /s/ XXXXXXX X. XXXXXX
---------------------------
Xxxxxxx X. Xxxxxx,
authorized signatory
BANK OF AMERICA, NATIONAL ASSOCIATION
(successor in interest to Bank of America
National Trust and Savings Association), as
Administrative Agent
By: /s/ XXXXXX XXXXXXX
-------------------------------
Xxxxxx Xxxxxxx, Vice President
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REQUEST FOR EXTENSION
This Request for Extension is submitted with reference to the
Short Term Year Loan Agreement (the "Loan Agreement") dated as of April 30,
1999, among Xxxxxx'x Operating Company, Inc., a Delaware corporation
("Company"), Marina Associates, a New Jersey general partnership ("Marina" and
together with the Company and such other Subsidiaries that become Borrowers
pursuant to Section 2.10 thereof "Borrowers"), as Borrowers, Xxxxxx'x
Entertainment, Inc., a Delaware corporation (the "Parent"), as Guarantor, Bank
of America National Trust and Savings Association and each lender from time to
time a party thereto (collectively, the "Lenders" and individually, a "Lender"),
Bankers Trust Company, as Syndication Agent, Canadian Imperial Bank of Commerce
and Societe Generale, as Documentation Agents, Commerzbank AG, PNC Bank,
National Association and Xxxxx Fargo Bank, N.A., as Co-Documentation Agents, and
Bank of America National Trust and Savings Association (now known as Bank of
America, N.A.), as Administrative Agent. Terms defined in the Loan Agreement are
used herein with the same meanings.
The Parent and the Borrowers hereby request a 364 day extension of the
Maturity Date to April 26, 2001, and hereby certify by their Senior Officers
that the representations and warranties contained in Article 4 (other than (i)
representations and warranties which expressly speak as of a particular date or
are no longer true and correct as a result of a change which is not a violation
of the Loan Agreement, (ii) as otherwise disclosed by the Parent and the
Borrowers and approved in writing by the Requisite Lenders and (iii) Sections
4.4(a), 4.6 (first sentence), and 4.15) are true and correct on and as of the
date of this Request for Extension.
XXXXXX'X ENTERTAINMENT, INC. and
XXXXXX'X OPERATING COMPANY, INC.
By: /s/ XXXXXXX X. XXXXXX
---------------------------------
Xxxxxxx X. Xxxxxx
Vice President and Treasurer
MARINA ASSOCIATES
By: Xxxxxx'x New Jersey, Inc., general partner and
By: Xxxxxx'x Atlantic City, Inc., general partner
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By: /s/ XXXXXXX X. XXXXXX
---------------------------------
Xxxxxxx X. Xxxxxx,
authorized signatory for each
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