EXHIBIT 3
CONSTRUCTION LOAN AGREEMENT AMENDMENT
Construction Loan Agreement Amendment dated December 7, 1994, among
Xxxxxxx Management and Development Corp., a New York corporation ("Lender"),
Mountaineer Park, Inc., a West Virginia corporation ("Borrower"), and Winners
Entertainment, Inc., a Delaware corporation and parent of Borrower
("Winners").
WHEREAS, Borrower and Lender desire to amend a Construction Loan
Agreement executed by the parties on June 27, 1994 ("Agreement"); and
WHEREAS; Borrower and Lender desire to amend a Construction Loan
Agreement Amendment executed by the parties on September 27, 1994; and
WHEREAS, Borrower and Lender desire to amend Article I, Section 1.1,
commitment, specifically and only Exhibit A the funding schedule; and
WHEREAS, Borrower and Lender desire to amend Article III, Section 3.10 -
Purpose of the Loans; and
WHEREAS, all other terms and conditions as set forth in the Agreement
and the Amendment and the Note shall remain as originally executed.
NOW, THEREFORE, in consideration of the premises and agreements herein
contained, the parties, hereto, hereby agree as follows:
Article I, Section 1.1. Exhibit A ("the funding schedule") is amended in
its entirety as follows: Lender shall be obligated to transfer funds within
ten (10) business days of receiving a valid borrowing notice. A preliminary
draw schedule will be prepared upon completion of the budgets for the next
series of renovations with such draws being taken on an "as needed" basis
consistent with the construction schedule. That document will form the basis
of the funding schedule.
Article III, Section 3.10, Purpose of Loans is amended in its entirety
as follows: 3.10 Purpose of Loans. The proceeds of the loan will be used by
Borrower only to finance operations, the refurbishment of Mountaineer Race
Track and Resort in accordance with plans which have been approved by Gamma
International, Ltd., as such plans may be revised from time to time in
accordance with the approval of Gamma International, Ltd., to pay up to Two
Hundred Thousand Dollars ($200,000) of investment banking fees, to loan up to
Seven Hundred Thousand Dollars ($700,000) to Winners which loan must be
repaid to Borrower no later than April 15, 1995, and to fund certain
operating deficiencies as approved by Gamma International.
This amendment is not intended to nor shall not alter or amend any other
Sections of the Construction Loan Agreement. Any terms not herein defined
shall have the term set forth in the Construction Loan Agreement.
IN WITNESS HEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by the proper and duly authorized officers as of
the day and year first written above.
XXXXXXX MANAGEMENT & DEVELOPMENT CORP.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name:
Title:
MOUNTAINEER PARK, INC.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Chairman
WINNERS ENTERTAINMENT, INC.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Chairman
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