EXHIBIT 10.103
EXHIBIT XI
CONSENT TO AMENDMENT AND RESTATEMENT
Reference is made to that certain Second Amended and Restated Note
Purchase Agreement dated as of November 25, 1997 (said Second Amended and
Restated Note Purchase Agreement, as it may hereafter be amended, supplemented
or otherwise modified from time to time, the "AMENDED AGREEMENT;" capitalized
terms used herein without definition have the meanings assigned to those terms
in the Amended Agreement), by and among SAHARA LAS VEGAS CORP., a Nevada
corporation (the "COMPANY"), SANTA FE GAMING CORPORATION, a Nevada Corporation
("SGC"), SUNAMERICA LIFE INSURANCE COMPANY, an Arizona corporation
("SUNAMERICA") and the other Holders party thereto.
Company is a party to certain Basic Documents, including the Company
Security Agreement, Company Pledge Agreement, Xxxxxxxxx Deed of Trust, Company
Deed of Trust, Xxxxxxxxx Environmental Indemnity, Company Environmental
Indemnity, Wet 'N' Wild Subordination, Non-Disturbance and Attornment Agreement,
Collateral Account Agreement, Collateral Account Letter, Cash Collateral
Agreement, Cash Collateral Account Letter, Additional Collateral Account
Agreement and Additional Collateral Account Letter. SGC is a party to certain
Basic Documents including the SGC Guaranty, the Company Environmental Indemnity
and the Xxxxxxxxx Environmental Indemnity, in each case as amended through the
Effective Date, pursuant to which, among other things, Company and SGC have (i)
guarantied the Obligations, and (ii) pledged certain Collateral to secure the
obligations of Company and SGC under the Basic Documents. Hacienda Hawaiian is
a party to certain Basic Documents including the Hacienda Hawaiian Guaranty and
the Hacienda Hawaiian Pledge Agreement, pursuant to which, among other things,
Hacienda Hawaiian has (i) guarantied the Guarantied Obligations (as defined in
the Hacienda Hawaiian Guaranty), and (ii) pledged certain Collateral to secure
the obligations of Hacienda Hawaiian under the Hacienda Hawaiian Guaranty.
Casino Properties is a party to certain Basic Documents including the Casino
Properties Guaranty and the Casino Properties Pledge Agreement, pursuant to
which, among other things, Casino Properties has (i) guarantied the Obligations,
and (ii) pledged certain Collateral to secure the obligations of Company under
the Basic Documents. Sahara Resorts is a party to certain Basic Documents
including the Sahara Resorts Guaranty and the Sahara Resorts Pledge Agreement,
pursuant to which, among other things, Sahara Resorts has (i) guarantied the
Obligations, and (ii) pledged certain Collateral to secure the obligations of
Company under the Basic Documents. The Company Security Agreement, Company
Pledge Agreement, Xxxxxxxxx Deed of Trust, Company Deed of Trust, Xxxxxxxxx
Environmental Indemnity, Company Environmental Indemnity, Wet 'N' Wild
Subordination, Non-Disturbance and Attornment Agreement, Collateral Account
Agreement, Collateral Account Letter, Cash Collateral Agreement, Cash Collateral
Account Letter, Additional Collateral Account Agreement, Additional Collateral
Account Letter, SGC Guaranty, Hacienda Hawaiian Guaranty, Hacienda Hawaiian
Pledge Agreement, Casino Properties
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Guaranty, Casino Properties Pledge Agreement, Sahara Resorts Guaranty, Sahara
Resorts Pledge Agreement and the other Basic Documents to which Company, SGC,
Hacienda Hawaiian, Casino Properties and Sahara Resorts are party are
collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS".
Each of the undersigned hereby acknowledges that it has reviewed the
terms and provisions of the Amended Agreement and the other Basic Documents and
consents to the amendment and restatement of the Existing Note Purchase
Agreement effected by the Amended Agreement and the other Basic Documents,
including, but not limited to the issuance of $57,500,000 in principal amount of
Notes pursuant to the Amended Agreement. Each of the undersigned hereby
confirms and agrees that each Guaranty to which it is a party guaranties, and
the term "Guarantied Obligations" as defined in such Guaranty and used herein
shall include, the obligations of Company under the Amended Agreement, the Notes
to be issued thereunder, and the other Basic Documents relating to or connected
with the Amended Agreement. To the extent required, each of the Guaranties is
hereby amended to include said obligations within the meaning of the term
"Guarantied Obligations." Each of the undersigned hereby confirms and agrees
that the Credit Support Document to which it is a party secures, and the term
"Secured Obligations" (as defined in such Credit Support Document and used
herein) shall include, its respective obligations under the Amended Agreement,
the Guaranty to which it is a party (as confirmed and/or amended hereunder), and
other Basic Documents. To the extent required, each of the Credit Support
Documents to which any of the undersigned is a party is hereby amended to
include said obligations within the meaning of the term "Secured Obligations."
Each of the undersigned hereby confirms that each Credit Support Document to
which it is a party or otherwise bound and all Collateral encumbered thereby
guaranties or secures or otherwise supports, as the case may be, and will
continue to guaranty or secure or otherwise support, as the case may be, to the
fullest extent possible the payment and performance of all "Guarantied
Obligations" and "Secured Obligations", as the case may be (in each case as such
terms, as applicable, are defined in the applicable Credit Support Document, and
each of the undersigned acknowledges and agrees that such terms include all of
the obligations arising under or in connection with the Amended Agreement and
the other Basic Documents, including without limitation the Notes issued
pursuant to the Amended Agreement), including without limitation the payment and
performance of all such "Guarantied Obligations" or "Secured Obligations", as
the case may be, in respect of the Obligations of the Company now or hereafter
existing under or in respect of the Amended Agreement and other Basic Documents,
including but not limited to the Notes. Without limiting the generality of the
foregoing, each of the undersigned hereby acknowledges and confirms the
understanding and intent of such party that, upon the effectiveness of the
Amended Agreement, and as a result thereof, the definition of "Obligations"
contained in the Amended Agreement includes the obligations of the Company under
the Notes.
Each of the undersigned acknowledges and agrees that any of the Credit
Support Documents to which it is a party or otherwise bound shall continue in
full force and effect and that all of its obligations thereunder (as confirmed
and/or amended herein) shall be valid and
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enforceable and shall not be impaired or limited by the execution or
effectiveness of the Amended Agreement or any other Basic Document or any future
amendment or modification of the Amended Agreement or any other Basic Document.
Each of the undersigned represents and warrants that all representations and
warranties contained in the Amended Agreement and the Credit Support Documents
to which it is a party or otherwise bound are true, correct and complete in all
material respects on and as of the date of this Consent to Amendment and
Restatement to the same extent as though made on and as of that date, except to
the extent such representations and warranties specifically relate to an earlier
date, in which case they were true, correct and complete in all material
respects on and as of such earlier date.
Each of the undersigned acknowledges and agrees that nothing in the
Amended Agreement, this Consent to Amendment and Restatement or any other Basic
Document shall be deemed to require the consent of any of the undersigned to any
future amendments to the Amended Agreement.
THIS CONSENT TO AMENDMENT AND RESTATEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER 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.
This Consent to Amendment and Restatement 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 Consent to Amendment and Restatement shall become
effective upon the execution of a counterpart hereof by Company, SGC, Hacienda
Hawaiian, Casino Properties and Sahara Resorts and receipt by Company and
SunAmerica of written or telephonic notification of such execution and
authorization of delivery thereof.
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IN WITNESS WHEREOF, the undersigned have caused this Consent to
Amendment and Restatement to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first above written.
SAHARA LAS VEGAS CORP.
By: /s/ Xxxxxx X. Land
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Name: Xxxxxx X. Land
Title: Treasurer & Asst. Secretary
SANTA FE GAMING CORPORATION
By: /s/ Xxxxxx X. Land
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Name: Xxxxxx X. Land
Title: SVP & CFO
SAHARA RESORTS
By: /s/ Xxxxxx X. Land
------------------------------------
Name: Xxxxxx X. Land
Title: Treasurer & Asst. Secretary
CASINO PROPERTIES, INC.
By: /s/ Xxxxxx X. Land
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Name: Xxxxxx X. Land
Title: Treasurer & Asst. Secretary
HACIENDA HAWAIIAN PROPERTIES, INC.
By: /s/ Xxxxxx X. Land
------------------------------------
Name: Xxxxxx X. Land
Title: Asst. Secretary
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