EXHIBIT 4.0
AMENDMENT NO. 1 TO LOAN AGREEMENT
This Amendment No. 1 to Loan Agreement (this "Amendment") dated as of
July 23, 1997 is entered into with reference to the Amended and Restated Loan
Agreement dated as of July 31, 1996, among Eldorado Resorts LLC, a Nevada
limited liability company ("Borrower"), the Banks therein named, and Bank of
America National Trust and Savings Association, as Administrative Agent (as
amended, the "Loan Agreement"). Terms defined in the Loan Agreement are used
herein with the same meanings. Borrower and the Administrative Agent, acting
with the consent of the Requisite Banks in accordance with Section 11.2 of
the Loan Agreement, hereby amend the Loan Agreement as follows:
1. AMENDMENT TO MARGINS. Section 1.1 of the Loan Agreement is hereby
amended so that the definition of "APPLICABLE PERCENTAGE" set forth therein
reads in full as follows:
"APPLICABLE PERCENTAGE" means, during each calendar month, the
per annum percentage set forth below opposite the Pricing Leverage
Ratio set forth in the then most recently delivered Pricing
Certificate (a) with respect to each Base Rate Loan, in the column
headed "Base Rate", (b) with respect to each Eurodollar Rate Loan,
in the column headed "Eurodollar Rate", (c) for each Letter of
Credit, in the column headed "Letters of Credit", and (d) with
respect to Commitment Fees, in the column headed "Commitment Fees":
Pricing Leverage Base Eurodollar Letter Commitment
Ratio Rate Rate of Credit Fees Fees
----- ----- ----- --------------- -----
Less than 0% 0.7500% 0.7500% 0.2000%
1.50:1.00
Greater than or 0% 1.0000% 1.0000% 0.2500%
equal to 1.50:1.00
but less than 2.00:1.00
Greater than or 0% 1.2500% 1.2500% 0.3125%
equal to 2.00:1.00
but less than 2.50:1.00
Greater than or 0.2500% 1.5000% 1.5000% 0.3750%
equal to 2.50:1.00
but less than 3.00:1.00
Greater than or 0.5000% 1.7500% 1.7500% 0.4375%
equal to 3.00:1.00
but less than 3.50:1.00
Greater than or 0.7500% 2.0000% 2.0000% 0.5000%
equal to 3.50:1.00
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PROVIDED that (a) if the Senior Debt to EBITDA Ratio, as of the last
day of the Fiscal Quarter ending immediately prior to the date of any
such Pricing Certificate is less than or equal to 1.00 to 1.00, the
Applicable Percentages set forth above for Eurodollar Rate Loans and
Letter of Credit Fees shall be reduced by O.1250%, (b) if the Senior
Debt to EBITDA Ratio, as of the last day of the Fiscal Quarter ending
immediately prior to the date of any such Pricing Certificate is less
than or equal to 0.75 to 1.00, the Applicable Percentages set forth
above for Eurodollar Rate Loans and Letter of Credit Fees shall be
reduced by and additional 0.1250%, and the applicable Percentages set
forth above for Commitment Fees shall be reduced by 0.05%.
2. PRICING CERTIFICATE. The form of the Pricing Certificate is hereby
amended to read as set forth in the attachment hereto.
3. CONDITIONS PRECEDENT. The effectiveness of this Amendement shall be
conditioned upon the receipt by the Administrative Agent of the following:
(a) Counterparts of this Amendment executed by Borrower and the
Administrative Agent, acting on behalf of the Banks;
(b) Written consents to the execution, delivery and performance
hereof from each of the Banks.
4. REPRESENTATION AND WARRANTY. Borrower represents and warrants to the
Administrative Agent and the Banks that no Default or Event of Default has
occurred and remains continuing.
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5. CONFIRMATION. In all other respects, the terms of the Loan Agreement
and the other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, Borrower and the Administrative Agent have executed
this Amendment as of the date first written above by their duly authorized
representatives.
ELDORADO RESORTS LLC
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Xxxxxx X. Xxxxxx, Chief Executive Officer
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Administrative
Agent
By /s/ Xxxxxx Xxxxxxx
-------------------------------------
Xxxxxx Xxxxxxx, Vice President
The undersigned hereby consents to the execution, delivery and performance by
Borrower, the Banks and the Administrative Agent of the foregoing Amendment
No. 1 to Loan Agreement. The undersigned represents and warrants to the
Administrative Agent and Banks that there is no defense, counterclaim or
offset of any type or nature to the Subsidiary Guaranty and the other Loan
Documents executed by the undersigned, and that the same remain in full force
and effect:
ELDORADO CAPITAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Title: President
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