EXHIBIT 4.1
SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
of May 31, 2002, among AMERISTAR CASINOS, INC., a Nevada corporation (the
"Borrower"), the various lenders party to the Credit Agreement referred to below
(the "Lenders") and DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust
Company), as Administrative Agent (all capitalized terms used herein and not
otherwise defined herein shall have the respective meanings provided such terms
in the Credit Agreement as defined below).
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, the Administrative Agent and
the other agents party thereto are party to a Credit Agreement, dated as of
December 20, 2000 as amended, modified or supplemented to, but not including,
the date hereof (the "Credit Agreement");
WHEREAS, the Borrower has requested that the Lenders agree to
certain amendments to the Credit Agreement; and
WHEREAS, the Borrower and the Lenders wish to amend the Credit
Agreement as provided herein;
NOW, THEREFORE, it is agreed:
I. Amendments
1. Section 1.01(c) of the Credit Agreement is hereby amended by
adding the following sentences at the end thereof:
"On the Second Amendment Effective Date all outstanding C Term
Loans shall be converted into B Term Loans and shall for all purposes of
this Agreement and all other Credit Documents be deemed to be B Term
Loans. Each Borrowing of C Term Loans outstanding on the Second
Amendment Effective Date shall be combined with the Borrowing of B Term
Loans outstanding on the Second Amendment Effective Date which has an
Interest Period which begins and ends on the same days as the Interest
Period applicable to such Borrowing of C Term Loans. On and after the
Second Amendment Effective Date, each Lender which holds a C Term Note
shall be entitled to surrender such C Term Note to the Borrower against
delivery of a B Term Note completed in conformity with Section 1.05;
provided that if such C Term Note is no so surrendered then from and
after the Second Amendment Effective Date it will be deemed to evidence
the B Term Loans into which the C Term Loans theretofore evidenced by
such C Term Note have been converted."
2. Section 1.05 of the Credit Agreement is hereby amended by
including the following new sub-clause (j):
"(j) In addition to the foregoing, the Borrower's obligations to
pay the principal of, and interest on, the Incremental Term Loans of a
New Tranche made by
each Lender shall, if requested by such Lender, be evidenced by a
promissory note duly executed and delivered by the Borrower in
substantially the form of Exhibit B-7 with blanks appropriately
completed in conformity herewith (each an "Incremental Term Note" and
collectively the "Incremental Term Notes"). The Incremental Term Note
issued to each Lender with an Incremental Term Loan Commitment or with
outstanding Incremental Term Loans shall (i) be executed by the
Borrower, (ii) be payable to the order of such Lender and be dated the
date of issuance thereof, (iii) be in a stated principal amount equal to
the sum of the Incremental Term Loans made by such Lender on the
respective Incremental Term Loan Borrowing Date (or, if issued after
such Incremental Term Loan Borrowing Date be in a stated principal
amount equal to the outstanding Incremental Term Loans of such Lender on
the date of issuance thereof), (iv) mature on the respective Incremental
Term Loan Maturity Date, (v) bear interest as provided in the
appropriate clause of Section 1.08 in respect of the Base Rate Loans and
Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject
to mandatory repayment as provided in Section 4.02(A), and (vii) be
entitled to the benefits of this Agreement and the other Credit
Documents."
3. Section 1.14(a) of the Credit Agreement is hereby amended by:
(a) deleting the amount "$50,000,000" set forth in clause (iv)
thereof and inserting in lieu thereof the following phrase:
"(x) with respect to Incremental Commitments which
increase the Total Revolving Loan Commitments or the A
Term Loan Tranche, $50,000,000 and (y) in addition, with
respect to other Incremental Commitments, $150,000,000;";
(b) deleting the "and" at the end of clause (viii) thereof and
renumbering clause (ix) as clause (xi); and
(c) adding the following new clauses thereto:
"(ix) no Incremental Term Loan may be incurred unless the
Borrower will be in compliance with the Adjusted Senior
Leverage Ratio on a Pro Forma Basis after giving effect to
the incurrence of such Incremental Term Loan and the
application of the proceeds thereof,
(x) if Incremental Term Loans incurred pursuant to an
Incremental Term Loan Commitment are under a New Tranche,
the Applicable Margin for such New Tranche of Incremental
Term Loans, the Incremental Term Loan Maturity Date for
such New Tranche and the Scheduled Repayments for such New
Tranche and the other terms of such New Tranche shall be
set forth in the related Incremental Commitment Agreement
and shall be satisfactory in all respects to the
Administrative Agent, and".
4. Section 1.14(b) of the Credit Agreement is hereby amended by:
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(a) deleting the phrase "Senior Subordinated Financing Documents
and Permanent Senior Subordinated Notes Documents" set forth in clause
(iv) thereof and inserting the term "Subordinated Notes Documents" in
lieu thereof; and
(b) renumbering clause (v) thereof as clause (vi) and inserting a
new clause (v) which shall read as follows:
"(v) the Administrative Agent shall have received evidence
satisfactory to it that the additional Obligations to be
incurred pursuant to the Incremental Commitments are
permitted by the terms of the outstanding Indebtedness of
the Borrower and its Subsidiaries including, without
limitation, the High Yield Securities Documents;"
5. Section 3.01(a) of the Credit Agreement is hereby amended by
deleting the reference to "1/2 of 1%" set forth therein and inserting a
reference to "the Applicable Revolving Loan Commitment Commission Percentage" in
lieu thereof.
6. Section 4.01 of the Credit Agreement is hereby amended by
deleting clause (vi) thereof in its entirety and inserting in lieu thereof the
following:
"(vi) subject to Section 4.02(B) each voluntary prepayment
of Term Loans made pursuant to this Section 4.01 shall be
applied to each Tranche of Term Loans on a pro rata basis
(based upon the then outstanding principal amount of the A
Term Loans, B Term Loans, and, if applicable, RTL Loans
and Incremental Term Loans of a New Tranche)".
7. Section 4.02(A)(c) of the Credit Agreement is hereby deleted
in its entirety and the following is inserted in lieu thereof:
"(c) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02(A), on each
date set forth below, the Borrower shall be required to repay B
Term Loans, to the extent then outstanding, in an amount equal to
the amount set forth opposite such date below (each such
repayment, as the same may be reduced as provided in Sections
4.01 and 4.02(A)(k) or increased pursuant to the proviso to this
clause (c), a "B Term Loan Scheduled Repayment"):
Scheduled Repayment Date Amount
------------------------ ------
Quarterly Payment Date in June, 2002 $ 487,244
Quarterly Payment Date in September, 2002 $ 487,244
Quarterly Payment Date in December, 2002 $ 487,244
Quarterly Payment Date in March, 2003 $ 487,244
Quarterly Payment Date in June, 2003 $ 487,244
Quarterly Payment Date in September, 2003 $ 487,244
Quarterly Payment Date in December, 2003 $ 487,244
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Scheduled Repayment Date Amount
------------------------ ------
Quarterly Payment Date in March, 2004 $ 487,244
Quarterly Payment Date in June, 2004 $ 487,244
Quarterly Payment Date in September, 2004 $ 487,244
Quarterly Payment Date in December, 2004 $ 487,244
Quarterly Payment Date in March, 2005 $ 487,244
Quarterly Payment Date in June, 2005 $ 487,244
Quarterly Payment Date in September, 2005 $ 487,244
Quarterly Payment Date in December, 2005 $ 487,244
Quarterly Payment Date in March, 2006 $46,288,155
Quarterly Payment Date in June, 2006 $46,288,155
Quarterly Payment Date in September, 2006 $46,288,155
B Term Maturity Date $45,690,412
; provided that (x) B Term Loans and all other amounts owed
hereunder with respect to the B Term Loans shall be paid in full
no later than the B Term Maturity Date, and the final installment
payable by the Borrower in respect of the B Term Loans on such
date shall be in an amount, if such amount is different from that
specified above, sufficient to repay all amounts owing by the
Borrower under this Agreement with respect to the B Term Loans
and (y) if the aggregate principal amount of the B Term Loans is
increased pursuant to Section 1.14, then each B Term Loan
Scheduled Repayment to be made after such increase becomes
effective shall be increased by an amount equal to (a) the
aggregate principal amount of the increase in the B Term Loans
pursuant to Section 1.14 multiplied by (b) an amount equal to (x)
such Scheduled Repayment divided by (y) the aggregate outstanding
principal amount of the B Term Loans, in each case, immediately
prior to giving effect to the increase in the B Term Loans made
pursuant to Section 1.14."
8. Section 4.02(A)(d) of the Credit Agreement is hereby deleted
in its entirety and substituted in lieu thereof is the following:
"(d) In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02(A), the
Borrower shall be required to make, with respect to each New
Tranche of Incremental Term Loans, to the extent then
outstanding, scheduled amortized repayments of Incremental Term
Loans on the dates and in the principal amounts set forth in the
respective Incremental Commitment Agreement (each such repayment,
as the same may be reduced as provided in Sections 4.01 and 4.02,
an "Incremental Term Loan Scheduled Repayment"); provided that,
if any Incremental Term Loans are incurred which will be added to
(and form part of) an existing New Tranche of Incremental Term
Loans, then each Scheduled Repayment of such New Tranche to be
made after such increase becomes effective shall be increased by
an amount equal to (a) the
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aggregate principal amount of the increase in the Incremental
Term Loans of such New Tranche pursuant to Section 1.14
multiplied by (b) an amount equal to (x) such Scheduled Repayment
divided by (y) the aggregate outstanding principal amount of the
Incremental Term Loans of such New Tranche, in each case,
immediately prior to giving effect to the increase in Incremental
Term Loans of such New Tranche pursuant to Section 1.14."
9. Section 4.02(A)(e) of the Credit Agreement is hereby amended
by deleting the reference to "C Term Loan Scheduled Repayment" and inserting a
reference to "Incremental Term Loan Scheduled Repayment" in lieu thereof.
10. Section 4.02(A)(g) of the Credit Agreement is hereby amended
by inserting the following sentence at the end thereof:
Notwithstanding the foregoing, (x) except as provided in clause
(y) of this sentence, 100% of the net cash proceeds of the
incurrence of Additional High Yield Indebtedness shall be
required to be applied as a mandatory prepayment of Term Loans
pursuant to this clause (g) and (y) the proceeds of Additional
High Yield Indebtedness shall not be required to be applied as a
mandatory prepayment of Term Loans pursuant to this clause (g) to
the extent that (i) the proceeds of such Additional High Yield
Indebtedness are utilized within 60 days after the receipt
thereof to fund a Permitted Acquisition or an Investment
permitted by Section 9.05(xi), in each case, which is identified
at the time of the issuance of such Additional High Yield
Indebtedness, (ii) after giving effect to the incurrence of such
Additional High Yield Indebtedness and after giving effect to the
utilization of the proceeds thereof, the Borrower is in
compliance with the Adjusted Leverage Rate on a Pro Forma Basis
and (iii) the aggregate amount of such proceeds not applied as a
mandatory prepayment of the Term Loans pursuant to this clause
(y) does not exceed $100,000,000.
11. Section 4.02(A)(i) of the Credit Agreement is hereby amended
by deleting the reference to "75%" set forth therein and inserting a reference
to "the Applicable Excess Cash Flow Percentage" in lieu thereof.
12. Section 4.02(A)(k) of the Credit Agreement is hereby amended
by deleting clause (i) thereof in its entirety and inserting in lieu thereof the
following:
"(i) to each Tranche of Term Loans on a pro rata basis
(based upon the then outstanding principal amount of A
Term Loans, B Term Loans and, if applicable, RTL Loans and
Incremental Term Loans of a New Tranche) provided that
proceeds of the first issuance of Additional High Yield
Indebtedness to be completed after the Second Amendment
Effective Date shall be applied first to A Term Loans and,
after all A Term Loans shall have been paid in full, to
each other Tranche of Term Loans on a pro rata basis."
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13. Section 4.02(A)(m) of the Credit Agreement is hereby amended
by deleting the phrase "Subordinated Bridge Loan or the Permanent Senior
Subordinated Notes" appearing therein and inserting the term "High Yield
Securities" in lieu thereof.
14. Section 4.02(B) of the Credit Agreement is hereby deleted in
its entirety and inserted in lieu thereof is the following:
"(B) Waiver of Certain Repayments by Specified Term Lenders.
Notwithstanding anything to the contrary contained in this Section 4.01, Section
4.02 or anywhere in this Agreement (including, without limitation, in Section
13.12) the Lenders with outstanding Specified Term Loans shall have the option
to waive (x) a voluntary prepayment of such Loans pursuant to Section 4.01 or
(y) a mandatory repayment of such Loans pursuant to Section 4.02(A)(g) (except
for a prepayment from the Permanent Senior Subordinated Notes Prepayment
Amount), (h), (i) and/or (j) (each such repayment, a "Waivable Repayment") upon
the terms and provisions set forth in this Section 4.02(B). The Borrower shall
give to the Administrative Agent written notice of its intention to make a
Waivable Repayment at least five Business Days prior to such repayment, which
notice the Administrative Agent shall promptly forward to all Specified Term
Lenders (indicating in such notice the amount of such repayment to be applied to
each such Lender's outstanding Specified Term Loans). In the event such
Specified Term Lender desires to waive such Specified Term Lender's right to
receive any such Waivable Repayment in whole or in part, such Lender shall so
advise the Administrative Agent no later than the close of business two Business
Days after the date of such notice from the Administrative Agent, which notice
shall also include the amount such Specified Term Lender desires to receive in
respect of such repayment. If any Specified Term Lender does not reply to the
Administrative Agent within two Business Days, it will be deemed not to have
waived any part of such repayment. If any Specified Term Lender does not specify
an amount it wishes to receive, it will be deemed to have accepted 100% of the
total payment. In the event that any such Specified Term Lender waives all or
part of such right to receive any such Waivable Repayment, the Administrative
Agent shall apply 100% of the amount so waived by such Specified Term Lender to
the A Term Loans in accordance with Section 4.02(A)(k) and (l). If the Specified
Term Lenders have the right to waive a voluntary prepayment or mandatory
repayment, pursuant to this Section 4.02(B), the amount of the respective
Waivable Repayment shall be deposited with the Administrative Agent on the date
the voluntary prepayment or mandatory repayment, as the case may be, would
otherwise be required pursuant to the relevant provisions of Section 4.01 or
Section 4.02(A)(g), (h), (i) and/or (j), as the case may be (and held by the
Administrative Agent as cash collateral for the Specified Term Loans and, but
only to the extent Specified Term Lenders waive their right to receive their
share of the Waivable Repayment, for the benefit of the A Term Loans, in a cash
collateral account which shall permit the investment thereof in Cash Equivalents
reasonably satisfactory to the Administrative Agent until the proceeds are
applied to the secured obligations), and the respective voluntary prepayment or
mandatory repayment, as the case may be, shall not be required to be made until
the eighth Business Day occurring after the date the respective voluntary
prepayment or mandatory repayment, as the case may be, would otherwise have been
required to be made pursuant to any such Section (and with interest continuing
to accrue on such Loans during such period at the rate otherwise provided for
herein with respect to such Loans). Notwithstanding the foregoing, in no event
shall the amount of a Waivable Repayment exceed the aggregate principal amount
of A Term Loans will be outstanding after Lenders with outstanding A Term Loans
receive their respective shares of voluntary prepayments or mandatory
repayments, as the case
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may be, pursuant to Section 4.01 or 4.02(A)(k), as the case may be (i.e., before
giving effect to any application of such Waivable Repayment to A Term Loans
pursuant to this Section 4.02(B))."
15. Section 7.25 of the Credit Agreement is hereby amended by
deleting the term "Permanent Senior Subordinated Notes" set forth therein and
inserting the term "Subordinated Notes Documents" in lieu thereof.
16. Section 7 of the Credit Agreement is hereby amended by
inserting the following new Section 7.26 at the end thereof:
"7.26 Legal Names; Type of Organization (and Whether a Registered
Organization); Jurisdiction of Organization; etc. Schedule XIII attached
hereto contains the exact legal name of the Borrower and each Subsidiary
Guarantor, the type of organization of the Borrower and each Subsidiary
Guarantor, whether or not the Borrower and each Subsidiary Guarantor is
a registered organization, the jurisdiction of organization of the
Borrower and each Subsidiary Guarantor, the Borrower and each Subsidiary
Guarantor's location (for purposes of Section 9-307 of the UCC) and the
organizational identification number (if any) of the Borrower and each
Subsidiary Guarantor. To the extent that the Borrower or any Subsidiary
Guarantor does not have an organizational identification number on the
date hereof and later obtains one, the Borrower or such Subsidiary
Guarantor shall promptly thereafter notify the Collateral Agent of such
organizational identification number and shall take all actions
reasonably satisfactory to the Collateral Agent to the extent necessary
to maintain the security interest of the Collateral Agent in the
Collateral intended to be granted hereby fully perfected and in full
force and effect."
17. Section 8.12 of the Credit Agreement is hereby amended by
deleting the reference to "$25,000,000" in clause 8.12(a)(v) thereof and
inserting "$50,000,000" in lieu thereof.
18. Section 8 of the Credit Agreement is hereby further amended
by inserting the following new Section 8.15 at the end thereof:
"8.15 Change of Legal Names; Type of Organization (and Whether a
Registered Organization; Jurisdiction of Organization etc. Neither the
Borrower nor any Subsidiary Guarantor shall change its legal name, its
type of organization, its status as a registered organization (in the
case of a registered organization), its jurisdiction of organization,
its location (for purposes of Section 9-307 of the UCC), or its
organizational identification number (if any), except that any such
changes shall be permitted (so long as not in violation of the
applicable requirements of the Security Documents and so long as same do
not involve (x) a registered organization ceasing to constitute same or
(y) the Borrower or any Subsidiary Guarantor changing its jurisdiction
of organization or location from the United States or a State thereof to
a jurisdiction of organization or location, as the case may be, outside
the United States or a State thereof) if (i) it shall have given to the
Collateral Agent not less than 15 days' prior written notice of each
change to the information listed on Schedule XIII (as adjusted for any
subsequent changes thereto previously made in accordance with this
sentence), together with a supplement to
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Schedule XIII which shall correct all information contained therein for
the Borrower or the respective Subsidiary Guarantor, and (ii) in
connection with such change or changes, it shall have taken all action
reasonably requested by the Collateral Agent to maintain the security
interests of the Collateral Agent in the Collateral intended to be
granted hereby at all times fully perfected and in full force and
effect."
19. Section 9.03 of the Credit Agreement is hereby amended by (x)
deleting the "and" at the end of clause (i) thereof, (y) deleting the period at
the end of clause (ii) thereof and inserting "; and" in lieu thereof and (z)
inserting the following new clause (iii) at the end thereof:
"(iii) the Borrower may repurchase, redeem or otherwise acquire
for value of any capital stock or options to acquire capital stock of
the Borrower so long as (x) the aggregate amount paid in respect of all
such repurchases, redemptions and acquisitions shall not exceed the
lesser of (I) $25,000,000 and (II) $100,000,000 less the aggregate
amount paid to repurchase or redeem High Yield Securities pursuant to
Section 9.13(iii) and (y) at the time of any such repurchase, redemption
or acquisition (A) no Default or Event of Default exists or results
therefrom, (B) the Borrower is in compliance with the Adjusted Leverage
Ratio on a Pro Forma Basis as if such respective repurchase, redemption
or other acquisition had occurred on the first day of the Calculation
Period and (C) the Total Unutilized Revolving Loan Commitment is not
less than $25,000,000 after giving effect to such repurchase, redemption
or other acquisition."
20. Section 9.04(iv) of the Credit Agreement is hereby amended by
deleting the amount "$15,000,000" set forth therein and inserting the amount
"$25,000,000" in lieu thereof.
21. Section 9.04(vi) of the Credit Agreement is hereby amended to
read in its entirety as follows:
"(vi) Indebtedness of the Borrower and guaranties (which
guaranties shall be subordinated if, and to the same extent, that the
primary obligations are subordinated) thereof by the Subsidiary
Guarantors, under (x) the Permanent Senior Subordinated Notes and the
other Permanent Senior Subordinated Notes Documents, provided that the
aggregate principal amount thereof shall not exceed $380,000,000 at any
one time outstanding less the aggregate principal amount of Permanent
Senior Subordinated Notes redeemed or purchased by the Borrower pursuant
to Section 9.13(iii) and (y) the Additional High Yield Indebtedness,
provided that (a) no Default or Event of Default exists at the time of
the incurrence thereof, (b) the calculations are made by the Borrower of
compliance with the covenants contained in Section 9.08, 9.09, 9.10,
9.11 and 9.12 on a Pro Forma Basis as if the Additional High Yield
Indebtedness was incurred on the first day of the relevant Calculation
Period and (c) the aggregate principal amount of Additional High Yield
Indebtedness incurred pursuant to this sub-clause (y) shall not exceed
$250,000,000;"
22. Section 9.04(xii) of the Credit Agreement is hereby amended
by deleting the amount "$5,000,000" set forth therein and inserting the amount
"$10,000,000" in lieu thereof.
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23. Section 9.07(a) of the Credit Agreement is hereby deleted in
its entirety and substituted in lieu thereof is the following:
"(a) The Borrower will not, and will not permit any of its
Subsidiaries to, make any Capital Expenditures (including Maintenance
Capital Expenditures required to be made pursuant to Section 8.14),
except that the Borrower and its Subsidiaries may make Capital
Expenditures so long as the aggregate amount of such Capital
Expenditures (including Maintenance Capital Expenditures required to be
made pursuant to Section 8.14) made under this Section 9.07(a) does not
exceed (i) during the period from the Initial Borrowing Date to and
including December 31, 2001, $26,000,000 and (ii) for each fiscal year
thereafter an amount up to 7% of Consolidated Revenues for such fiscal
year."
24. Section 9.07(b) of the Credit Agreement is hereby deleted in
its entirety and substituted in lieu thereof is the following:
"(b) In addition to Capital Expenditures permitted
pursuant to clause (a) above, the Borrower and its Subsidiaries
may make Capital Expenditures in connection with (i) the
Facilities Expansion provided that the aggregate amount thereof
made pursuant to this Section 9.07(b) shall not exceed
$180,000,000, (ii) the construction of covered parking at the
Kansas City facility, provided that the aggregate amount thereof
made pursuant to this Section 9.07(b) shall not exceed
$24,000,000, (iii) the renovation of the Council Bluffs facility,
provided that the aggregate amount thereof made pursuant to this
Section 9.07(b) shall not exceed $8,000,000, (iv) the renovation
of the Vicksburg facility provided that the aggregate amount
thereof made pursuant to this Section 9.07(b) shall not exceed
$9,500,000 and (v) renovation projects at the Kansas City
facility, provided that the aggregate amount thereof made
pursuant to this Section 9.07(b) shall not exceed $25,000,000."
25. Section 9.12 of the Credit Agreement is hereby deleted in its
entirety and substituted in lieu thereof is the following:
"Minimum Consolidated Tangible Net Worth. The Borrower
will not permit Consolidated Tangible Net Worth at any time to be
less than an amount equal to the sum of (w) $23,000,000 plus (x)
the sum of 50% of Consolidated Net Income, if positive, for each
prior fiscal year of the Borrower, if any, ending after December
31, 2000 plus (y) the amount by which Consolidated Tangible Net
Worth is increased by the proceeds of any capital stock issued,
or capital contributions made, after the Initial Borrowing Date
less (z) the amounts paid by the Borrower to repurchase, redeem
or otherwise acquire its capital stock or options or warrants to
acquire capital stock pursuant to Section 9.03(iii) after the
Second Amendment Effective Date."
26. Section 9.13 of the Credit Agreement is hereby amended by (x)
deleting the phrase "Senior Subordinated Financing Document, any Permanent
Senior Subordinated Notes Document" set forth in clause (ii) thereof and
inserting a reference to "High Yield Securities Document" in lieu thereof, (y)
deleting each reference to "Bridge Subordinated Loans
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or Permanent Senior Subordinated Notes" and the phrase ", as the case may be"
where it appears after such phrase set forth in clause (ii) thereof and
inserting a reference to "High Yield Securities" in lieu thereof, and (z)
deleting clause (iii) set forth therein and inserting the following new clause
(iii) in lieu thereof:
"(iii) make (or give any notice in respect thereof) any
voluntary or optional payment or prepayment on or voluntary or
optional redemption or acquisition for value (including, without
limitation, by way of depositing with the trustee with respect
thereto monies or securities before due for the purpose of paying
when due) of, any High Yield Securities, provided that the
Borrower may redeem or repurchase High Yield Securities so long
as (w) the aggregate amount paid in respect of all such
redemptions or repurchases does not exceed $25,000,000 in any
single fiscal year, (x) the aggregate amount paid in respect of
all such redemptions or repurchases does not exceed $100,000,000
less the sum of any amount paid to repurchase, redeem or
otherwise acquire its capital stock or options or warrants to
acquire its capital stock pursuant to Section 9.03(iii), (y) at
the time of such redemption or repurchase (A) no Default or Event
of Default exists or would result therefrom, (B) the Borrower is
in compliance with the Adjusted Leverage Ratio on a Pro Forma
Basis as if the respective repayment had occurred on the first
day of the Calculation Period and (C) the Total Unutilized
Revolving Loan Commitment is not less than $25,000,000 after
giving effect to such repurchase and (z) all High Yield
Securities redeemed or repurchased pursuant to this clause (iii)
shall be promptly returned to the trustee under the respective
indenture for cancellation and may not be reissued."
27. Section 9.18 of the Credit Agreement is hereby amended by
deleting the defined term "Permanent Senior Subordinated Notes Document" set
forth therein and inserting the defined term "Subordinated Notes Document" in
lieu thereof.
28. The definition of "Applicable Margin" set forth in Section 11
of the Credit Agreement is hereby deleted in its entirety and substituted in
lieu thereof is the following:
"Applicable Margin" and "Applicable Revolving Loan
Commission Percentage" shall mean: (a) with respect to A Term
Loans, RTL Loans, Revolving Loans and Swingline Loans or
Revolving Loan Commitment Commission, from and after any Start
Date to and including the corresponding End Date, the respective
percentage per annum set forth below under the respective Type of
A Term Loans, RTL Loans, Revolving Loans or Swingline Loans, or
Revolving Loan Commitment Commission Percentage, as the case may
be, and opposite the respective Level (i.e., Xxxxx 0, Xxxxx 0,
Xxxxx 0, Xxxxx 0, Xxxxx 5, Xxxxx 0, Xxxxx 0 or Level 8, as the
case may be) indicated to have been achieved on the applicable
Test Date for such Start Date (as shown on the respective
officer's certificate delivered pursuant to Section 8.01(f) or
the first proviso below):
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A Term Loans,
RTL Loans,
Revolving Loans A Term Loans, RTL
and Swingline Loans and Applicable Revolving
Loans Revolving Loans Loan Commitment
maintained as Applicable maintained as Commission
Level Leverage Ratio Base Rate Loans Margin Eurodollar Loans Percentage
----- -------------- --------------- ---------- ----------------- --------------------
1 Less than or 0.25% 1.25% 0.375%
equal to
1.00:1.00
2 Greater than 0.50% 1.50% 0.375%
1.00:1.00 but
less than or
equal to
2.00:1.00
3 Greater than 0.75% 1.75% 0.375%
2.00:1.00 but
less than or
equal to
2.50:1.00
4 Greater than 1.00% 2.00% 0.375%
2.50:1.00 but
less than or
equal to
3.00:1.00
5 Greater than 1.25% 2.25% 0.50%
3.00:1.00 but
less than or
equal to
3.50:1.00
6 Greater than 1.50% 2.50% 0.50%
3.50:1.00 but
less than or
equal to
3.75:1.00
7 Greater than 1.75% 2.75% 0.50%
3.75:1.00 but
less than or
equal to
4.25:1.00
8 Greater than 2.00% 3.00% 0.50%
4.25:1.00
; provided, however, that (x) if the Borrower fails to deliver
the financial statements required to be delivered pursuant to
Section 8.01(b) or (c) (accompanied by the officer's certificate
required to be delivered pursuant to Section 8.01(f) showing the
applicable Leverage Ratio on the relevant Test Date) on or prior
to the respective date required by such Sections, then Level 8
pricing shall apply until such time, if any, as the financial
statements required as set forth above and the accompanying
officer's certificate have been delivered showing the pricing for
-11-
the respective Margin Reduction Period is at a level which is
less than Level 8 (it being understood that, in the case of any
late delivery of the financial statements and officer's
certificate as so required, the Applicable Margin and Applicable
Revolving Loan Commitment Commission Percentage, if any, shall
apply only from and after the date of the delivery of the
complying financial statements and officer's certificate) and (y)
unless the Majority Grid Lenders otherwise agree, Level 8 pricing
shall apply at any time when any Default under Section 10.01 is
in existence or any Event of Default is in existence;
(b) with respect to B Term Loans maintained as (i) Base
Rate Loans, a percentage per annum equal to 2.00% and (ii)
Eurodollar Loans, a percentage per annum equal to 3.00%, provided
that (x) from and after each Start Date to and including the
corresponding End Date if the Leverage Ratio achieved on the
applicable Test Date for such Start Date is less than 3.50:1.00,
the Applicable Margin for B Term Loans shall be a percentage per
annum equal to (A) 1.50% for the Base Rate Loans and (B) 2.50%
for Eurodollar Loans, and (y) unless clause (x) of this proviso
is otherwise applicable, from and after the date on which the
Borrower delivers to the Administrative Agent a certificate of an
Authorized Officer of the Borrower certifying that the Rating
Threshold is satisfied until the first date thereafter on which
the Rating Threshold ceases to be satisfied, the Applicable
Margin for B Term Loans shall be a percentage per annum equal to
(A) 1.75% for Base Rate Loans and (B) 2.75% for Eurodollar Loans;
and
(c) with respect to each New Tranche of Incremental Term
Loans, the Applicable Margins shall be that percentage set forth
in, or calculated in accordance with, Section 1.14 and the
relevant Incremental Commitment Agreement (or, in the case of any
New Tranche of Incremental Term Loans extended pursuant to more
than one Incremental Commitment Agreement, as may be provided in
the first Incremental Commitment Agreement executed and delivered
with respect to such New Tranche)."
29. The definition "Available Investment Basket Amount" contained
in Section 11 of the Credit Agreement is hereby amended by deleting the amount
"$7,500,000" set forth therein and inserting the amount "$50,000,000" in lieu
thereof.
30. The definition "Capital Expenditures" contained in Section 11
of the Credit Agreement is hereby amended by adding the following sentence at
the end thereof:
"Notwithstanding the foregoing, Capital Expenditures shall
not include capitalized interest."
31. The definition "Change of Control" contained in Section 11 of
the Credit Agreement is hereby deleted in its entirety and substituted in lieu
thereof is the following:
"Change of Control" shall mean (i) that the Xxxxxxx Family
Group shall fail to own or control more than 35% of the Voting
Stock of the Borrower or (ii) any Person or group of related
Persons for purposes of Section 13(d) of the Exchange Act,
together with any Affiliates thereof (other than the Xxxxxxx
Family
-12-
Group) shall become the beneficial owner, directly or indirectly,
of shares representing a greater percentage of the aggregate
ordinary voting power represented by the issued and outstanding
Voting Stock of the Borrower at such time than is beneficially
owned by the Xxxxxxx Family Group or (iii) the replacement of a
majority of the Board of Directors of the Borrower over a
two-year period from the directors who constituted the Board of
Directors of the Borrower at the beginning of such period, and
such replacement shall not have been approved by a vote of at
least a majority of the Board of Directors of the Borrower then
still in office who either were members of such Board of
Directors at the beginning of such period or whose election as a
member of such Board of Directors was previously so approved, or
(iv)a "change of control" or similar event shall occur as
provided in any High Yield Securities Document.
32. The definition "Excluded Equity Proceeds" contained in
Section 11 of the Credit Agreement is hereby amended by deleting the amount
"$2,000,000" set forth in clause (iii) thereof and inserting the amount
"$5,000,000" in lieu thereof.
33. The definition "Incremental Commitment Termination Date" set
forth in Section 11 of the Credit Agreement is hereby amended by deleting the
date "December 31, 2002" set forth therein and inserting the following phrase in
lieu thereof:
"(x) with respect to Incremental Commitments which
increase the Total Revolving Loan Commitments or the A Term Loan
Tranche, December 31, 2003 and (y) with respect to all other
Incremental Commitments for Incremental Term Loans the fourth
anniversary of the Initial Borrowing Date."
34. The definition "Incremental Term Loan Borrowing Date" set
forth in Section 11 of the Credit Agreement is hereby amended by inserting the
word "applicable" immediately prior to the term "Incremental Commitment
Termination Date".
35. The definition "Incremental Term Loan Commitment" set forth
in Section 11 of the Credit Agreement is hereby amended by deleting the phrase
"term Loan Tranche" set forth therein and inserting the phrase "Term Loan
Tranche" in lieu thereof.
36. The definition "Material Subsidiary" contained in Section 11
of the Credit Agreement is hereby amended by deleting the defined term
"Permanent Senior Subordinated Notes" appearing therein and inserting the
defined term "High Yield Securities" in lieu thereof.
37. The definition "Maturity Date" set forth in Section 11 of the
Credit Agreement is hereby amended by inserting the phrase ", each Incremental
Term Loan Maturity Date" immediately after the phrase "the Revolving Loan
Maturity Date" set forth in the parenthetical therein.
38. The definition "Note" set forth in Section 11 of the Credit
Agreement is hereby amended by adding the phrase ", each Incremental Term Note"
immediately after the phrase "each Revolving Note" set forth therein.
39. The definition Pro Forma Basis set forth in Section 11 of the
Credit Agreement is hereby amended by deleting the reference to "Section 8.12"
in clause (y) of the last
-13-
sentence of such definition and inserting the following references in lieu
thereof: "Sections 1.14(a)(ix), 402(A)(g), 8.12, 9.03(iii), 9.04(vi) and 9.13
(iii)".
40. The definition "Scheduled Repayment" set forth in Section 11
of the Credit Agreement is hereby amended by deleting the phrase "Section
4.02(A)(d)" and inserting the phrase "Section 4.02(A)(e)" in lieu thereof.
41. The definition "Term Loan" set forth in Section 11 of the
Credit Agreement is hereby amended by inserting the phrase ", Incremental Term
Loans of a New Tranche" immediately after the phrase "C Term Loans" set forth
therein.
42. The definition "Term Loan Tranche" set forth in Section 11 of
the Credit Agreement is hereby amended by inserting the phrase ", a New Tranche"
immediately after the phrase "the C Term Loan Tranche" set forth therein.
43. The definition "Tranche" set forth in Section 11 of the
Credit Agreement is hereby amended by adding the following sentence at the end
thereof:
"In addition, any Incremental Term Loans extended after the
Second Amendment Effective Date may be made pursuant to one or
more New Tranches which shall be designated pursuant to the
respective Incremental Commitment Agreements in accordance with
the relevant requirements specified in Section 1.14."
44. The definitions "Waivable Repayment" "Waivable Mandatory
Repayment" and "Waivable Voluntary Prepayment" set forth in Section 11 of the
Credit Agreement are hereby deleted in their entirety and substituted in lieu
thereof is the following:
"Waivable Repayment" shall have the meaning provided in Section
4.02(B).
45. Section 11 of the Credit Agreement is further amended by
inserting the following new definitions in the appropriate alphabetical order:
"Additional High Yield Indebtedness" shall mean any general
unsecured Indebtedness for borrowed money incurred by the Borrower
(other than the Permanent Senior Subordinated Notes) in an aggregate
principal amount not to exceed $250,000,000 at any time outstanding, all
of the terms and conditions of which (including, without limitation, the
maturity thereof, the interest rate applicable thereto, amortization,
defaults, remedies, voting rights, subordination provisions (if any),
etc.), and the documentation therefor, shall be reasonably satisfactory
to the Administrative Agent, provided that no scheduled principal
payments in respect of Additional High Yield Indebtedness shall be
required to be made prior to six months after the latest Maturity Date
at the time of the incurrence of such Additional High Yield
Indebtedness.
"Additional High Yield Indebtedness Documents" shall mean the
indenture(s) issued in connection with the issuance of Additional High
Yield Indebtedness and each other agreement, document or instrument
relating to the issuance of the Additional High Yield Indebtedness.
-14-
"Adjusted Leverage Ratio" and Adjusted Senior Leverage Ratio"
shall mean at any time the maximum Leverage Ratio or Senior Leverage
Ratio, as the case may be, for such time set forth in Section 9.08 or
Section 9.09, as the case may be, reduced by 0.25.
"Applicable Excess Cash Flow Percentage" shall mean, with respect
to any Excess Cash Payment Date, 50%; provided that so long as no
Default or Event of Default is then in existence, if on the last day of
the relevant Excess Cash Payment Period, the Leverage Ratio for the Test
Period then ended (as established pursuant to the officer's certificate
delivered (or required to be delivered) pursuant to Section 8.01(f)) is
less than 3.50:1.00, then the Applicable Excess Cash Flow Percentage
shall instead be 0%.
"Consolidated Revenues" shall mean, for any period, the revenues
(determined before deduction of promotional allowances) of the Borrower
and its Consolidated Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP.
"High Yield Securities" shall mean and include (i) the Permanent
Senior Subordinated Notes and (ii) the Additional High Yield
Indebtedness.
"High Yield Securities Documents" shall mean and include (i) the
Permanent Subordinated Notes Documents and (ii) the Additional High
Yield Indebtedness Documents.
"Incremental Term Loan Maturity Date" shall mean for any New
Tranche, the maturity date set forth for such New Tranche of Incremental
Term Loans in the respective Incremental Commitment Agreement relating
thereto, provided that the maturity date for all Incremental Term Loans
of a given Tranche shall be the same date.
"Incremental Term Loan Scheduled Repayment" shall have the
meaning provided in Section 4.01(A)(d).
"Incremental Term Notes" shall have the meaning set forth in
Section 1.05(j).
"Index Debt" shall mean senior secured indebtedness of the
Borrower.
"New Tranche" shall mean each Tranche of Incremental Term Loans
other than A Term Loans or B Term Loans.
"Ratings Threshold" shall mean that either (i) the rating
established by Xxxxx'x Investors Service, Inc. for the Index Debt is Ba2
or better or (ii) the rating established by Standard & Poor's
Corporation for the Index Debt is BB- or better.
"Second Amendment" shall mean the Second Amendment to Credit
Agreement, dated as of May 31, 2002.
"Second Amendment Effective Date" shall mean the date the Second
Amendment becomes effective in accordance with its terms.
-15-
"Specified Term Lenders" shall mean Lenders holding Specified
Term Loans.
"Specified Term Loans" shall mean B Term Loans and any
Incremental Term Loans of a New Tranche to the extent the Incremental
Commitment Agreement for such New Tranche provides that the waiver
provisions of Section 4.02(B) are applicable.
"Subordinated Notes Documents" shall mean and include (i) the
Permanent Senior Subordinated Notes Documents and (ii) the Additional
High Yield Indebtedness Documents related to the issuance of
subordinated Additional High Yield Indebtedness, in each case as may be
amended, modified, or supplemented pursuant to the terms hereof and
thereof.
46. The Credit Agreement is hereby further amended by (x) adding
a new Schedule XIII to the Credit Agreement in the form attached hereto as Annex
A, (y) adding a new Exhibit B-7 to the Credit Agreement in the form attached
hereto as Annex B and (z) deleting Exhibit O to the Credit Agreement and
substituting in lieu thereof a new Exhibit O in the form attached hereto as
Annex C.
II. Acknowledgments
1. For avoidance of doubt, each Credit Party hereby acknowledges
and confirms its due authorization, execution and delivery of all Credit
Documents to which it is a party (each Credit Document as amended, modified or
supplemented through and including the date hereof), including all instruments,
financing statements, agreements, certificates and documents executed and
delivered in connection therewith, and hereby ratifies all actions heretofore
taken in connection therewith.
2. Each Credit Party, by its execution and delivery of a copy of
this Amendment, hereby consents to the extensions of credit pursuant to the
Credit Agreement (including, without limitation, as amended by this Amendment).
Each Credit Party further acknowledges and agrees to the provisions of this
Amendment and hereby agrees for the benefit of the Lenders that all extensions
of credit (including as contemplated by this Amendment) pursuant to the Credit
Agreement (including, without limitation, as amended by this Amendment, and as
same may be further amended, modified or supplemented from time to time) shall
be fully entitled to all benefits of, and shall be fully guaranteed and secured
pursuant to and in accordance with the terms of, each of the Credit Documents,
as applicable.
III. Miscellaneous
1. The Borrower hereby represents and warrants that (i) no
Default or Event of Default exists as of the Second Amendment Effective Date (as
defined below) both before and after giving effect to this Amendment and (ii) on
the Second Amendment Effective Date, both before and after giving effect to this
Amendment, all representations and warranties (other than those representations
made as of a specified date) contained in the Credit Agreement and in the other
Credit Documents are true and correct in all material respects.
2. This Amendment shall become effective on the date (the "Second
Amendment Effective Date") when each of the following conditions have been
satisfied:
-16-
(i) the Borrower, each Lender, the Administrative Agent and each
Subsidiary Guarantor shall have signed a counterpart hereof (whether the
same or different counterparts) and shall have delivered (including by
way of facsimile transmission) the same to the Administrative Agent at
White & Case LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000,
Attention: May Xxx-Xxxxxxx (facsimile number 212-354-8113);
(ii) each Credit Party shall have executed and delivered to the
Administrative Agent (x) such financing statements, instruments and
other customary ancillary documents to be filed as a matter of record in
connection with the granting and perfection or continuation of the Liens
and security interests in the Collateral, in the appropriate filing
offices, as may be reasonably requested by the Administrative Agent, and
(y) such other documents as the Administrative Agent deems reasonably
necessary or advisable to create in favor of the Collateral Agent, for
the benefit of the Lenders a valid and perfected security or continuing
interest in and Lien on the proceeds of such Collateral, superior to and
prior to the rights of all third Persons and subject to no other Liens
(except for Permitted Liens) in each case in form and substance
reasonably satisfactory to the Administrative Agent and consistent with
customary practice in the applicable jurisdiction; and
(iii) the Borrower shall have paid to the Administrative Agent
and the Lenders all reasonable fees, costs and expenses (including,
without limitation, reasonable legal fees and expenses thereof) payable
to the Administrative Agent and the Lenders to the extent then due.
Unless the Administrative Agent has received actual notice from any
Lender that the conditions contained above have not been met with satisfaction,
upon the satisfaction of the condition described in clause (i) of the
immediately preceding sentence and upon the Administrative Agent's good faith
determination that the conditions described in clauses (ii) and (iii) of the
immediately preceding sentence have been met, the Second Amendment Effective
Date shall be deemed to have occurred, regardless of any subsequent
determination that one or more of the conditions thereto had not been met
(although the occurrence of the Second Amendment Effective Date shall not
release the Borrower from any liability for failure to satisfy one or more of
the applicable conditions specified above).
3. If the Second Amendment Effective Date occurs, the Borrower
shall pay each Lender which executed and delivered a counterpart to this
Amendment on or prior to 5:00 p.m. (New York time) on June 4, 2002, a
non-refundable cash fee (the "Amendment Fee") in an amount equal to 0.25% of the
sum of the outstanding principal amount of the Revolving Loan Commitment and RTL
Commitment of such Lender and the outstanding Term Loans of such Lender on the
Second Amendment Effective Date, which fees shall be paid by the Borrower to the
Administrative Agent for distribution to the Lenders not later than the second
Business Day following notice from the Administrative Agent that the Second
Amendment Effective Date has occurred.
4. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
-17-
5. This Amendment may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.
6. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
* * *
-18-
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
AMERISTAR CASINOS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------------
Title: Executive Vice President
DEUTSCHE BANK COMPANY AMERICAS (f/k/a Bankers
Trust Company), Individually and as
Administrative Agent
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Title: Director
SIGNATURE PAGE TO THE SECOND AMENDMENT DATED
AS OF May 31, 2002, TO THE CREDIT AGREEMENT
DATED AS OF DECEMBER 20, 2000, AMONG
AMERISTAR CASINOS, INC., A NEVADA
CORPORATION, THE VARIOUS LENDERS PARTY TO THE
CREDIT AGREEMENT REFERRED TO ABOVE, XXXXX
FARGO BANK, N.A., AS CO-ARRANGER AND
SYNDICATION AGENT, BEAR XXXXXXX CORPORATE
LENDING INC., AS DOCUMENTATION AGENT,
DEUTSCHE BANK SECURITIES INC., AS LEAD
ARRANGER AND SOLE BOOK MANAGER AND DEUTSCHE
BANK TRUST COMPANY AMERICAS (F.K.A BANKERS
TRUST COMPANY), AS ADMINISTRATIVE AGENT
BEAR XXXXXXX CORPORATE LENDING INC.
By: /s/ Xxxxxx Xxxxxxxxxxxx
------------------------------------------
Title: Authorized Agent
BANK OF SCOTLAND
By: /s/ Xxxxxx Xxxxxx
------------------------------------------
Title: Vice President
THE CIT GROUP/EQUIPMENT FINANCING, INC.
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------------
Title: Senior Credit Analyst
NATIONAL CITY BANK OF INDIANA
By: /s/ Xxxx X. Xxxxxxx
------------------------------------------
Title: Senior Vice President
U.S. BANK
By: /s/ J. Xxxxxx Xxxxxxxxx
------------------------------------------
Title: Vice President
XXXXX FARGO
By: /s/ Xxxxx Xxxxxx
------------------------------------------
Title: Vice President
STANWICH LOAN FUNDING LLC
By: /s/ Xxx X. Xxxxxx
------------------------------------------
Title: Assistant Vice President
MUIRFIELD TRADING LLC
By: /s/ Xxx X. Xxxxxx
------------------------------------------
Title: Assistant Vice President
OLYMPIC FINDTING TRUST, SERIES 1999-1
By: /s/ Xxx X. Xxxxxx
------------------------------------------
Title: Authorized Agent
SEQUILS-Cumberland I, Ltd.
By: Deerfield Capital Management LLC
As its Collateral Manager
By: /s/ Xxxx Xxxxxxxx
------------------------------------------
Title: Vice President
FRANKLIN CLO II, LIMITED
By: /s/ Xxxxxxx X'Xxxxxxx
------------------------------------------
Title: Senior Vice President
HIGHLAND LOAN FUNDING V LTD.
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Xxxxx Xxxxx
------------------------------------------
Title: Executive Vice President-CFO
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxx X. X'Xxxxxxxxxxx
------------------------------------------
Title: Vice President
NEMEAN CLO, LTD.
By: ING Capital Advisors LLC,
as Investment Manager
By: /s/ Xxxx X. X'Xxxxxxxxxxx
------------------------------------------
Title: Vice President
SEQUILS-ING I (HBDGM). LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ Xxxx X. X'Xxxxxxxxxxx
------------------------------------------
Title: Vice President
LONGLAND MASTER TRUST IV
By: Fleet National Bank as trust
Administrator
By: /s/ Xxxxxx Xxxxxx
------------------------------------------
Title: Vice President
XXXXXXXXXX QUATRRO CLO, LTD.
By: Xxxxxxxxx Capital Partners LLC
as Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
------------------------------------------
Title: Partner
LANDMARK CDO, LTD.
By: /s/ Xxxxxx Xxxxxxxx
------------------------------------------
Title: Authorized Signatory
CENTURION CDO II, LTD.
By: American Express Asset Management
Group Inc. as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Title: Managing Director
SEQUILS-CENTURION V, LTD.
By: American Express Asset Management
Group Inc. as Collateral Manager
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------
Title: Managing Director
AMMC CDO II, LIMITED
By: American Money Management Corp.,
as Collateral Manager
By: /s/ Xxxxx X. Xxxxx
------------------------------------------
Title: Vice President
MAGNETITE ASSET INVESTORS, LLC
By: /s/ X. Xxxxxxxx
------------------------------------------
Title: Director
MAGNETITE ASSET INVESTORS III, LLC
By: /s/ X. Xxxxxxxx
------------------------------------------
Title: Director
SENIOR LOAN FUND
By: /s/ X. Xxxxxxxx
------------------------------------------
Title: Director
BLUE SQUAR FUNDING SERIES 3
By: Deutsche Bank Trust Co. Americas fka
Bankers Trust Company,
By: /s/ Xxxxxxxx Xxxxxxxx
------------------------------------------
Title: Assistant Vice President
CARLYLE HIGH YIELD PARTNERS II, LTD.
By: /s/ Xxxxx Xxxx
------------------------------------------
Title: Principal
CARLYLE HIGH YIELD PARTNERS III, LTD.
By: /s/ Xxxxx Xxxx
------------------------------------------
Title: Principal
SIERRA CLO I
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------------
Title: Chief Operating Officer
Centre Pacific LLC, Manager
ROSEMONT CLO, LTD.
By: Deerfield Capital Management LLC
As its Collateral Manager
By: /s/ Xxxx Xxxxxxxx
------------------------------------------
Title: Vice President
FIDELITY ADVISOR SERIES II:
FIDELITY ADVISOR FLOATING RATE HIGH INCOME
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------------
Title: Assistant Treasurer
FRANKLIN CLO I, LIMITED
By: /s/ Xxxxxxx X'Xxxxxxx
------------------------------------------
Title: Senior Vice President
FRANKLIN FLOATING RATE MASTER SERIES
By: /s/ Xxxxxxx X'Xxxxxxx
------------------------------------------
Title: Senior Vice President
FRANKLIN FLOATING RATE TRUST
By: /s/ Xxxxxxx X'Xxxxxxx
------------------------------------------
Title: Senior Vice President
XXXXXX FINANCIAL, INC.
By: /s/ Xxxxxxx X'Xxxxxxx
------------------------------------------
Title: Senior Vice President
SRV-HIGHLAND, INC.
By: /s/ Xxx X. Xxxxxx
------------------------------------------
Title: Assistant Vice President
EMERALD ORCHARD LIMITED
By: /s/ Xxxxx X. Xxxxxx
------------------------------------------
Title: Attorney in Fact
ELF FUNDING TRUST I
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Xxxxx Xxxxx
------------------------------------------
Title: Executive Vice President-CFO
GLENEAGLES TRADING LLC
By: /s/ Xxx X. Xxxxxx
------------------------------------------
Title: Assistant Vice President
SL LOANS I LIMITED
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Xxxxx Xxxxx
------------------------------------------
Title: Executive Vice President-CFO
HIGLAND LEGACY LIMITED
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Xxxxx Xxxxx
------------------------------------------
Title: Executive Vice President-CFO
HIGHLAND OFFSHORE PARTNERS, L.P.
By: Highland Capital Management, L.P.
As Collateral Manager
By: /s/ Xxxxx Xxxxx
------------------------------------------
Title: Executive Vice President-CFO
COPERNICUS CDO EURO-I, B.V.
By: ING Capital Advisors LLC,
As Collateral Manager
By: /s/ Xxxx X. X'Xxxxxxxxxxx
------------------------------------------
Title: Vice President
ING PRIME RATE TRUST
By: ING Investments, LLC
As its Investments Manager
By: /s/ Xxxxx Xxxxx
------------------------------------------
Title: Vice President
MAPLEWOOD (CAYMAN) LIMITED
By: Xxxxx X. Xxxxxx & Company Inc., under
delegate Company as Investment Manager
By: /s/ Xxxx Xxxxxxx Law
------------------------------------------
Title: Managing Director
MAPLEWOOD (CAYMAN) LIMITED
By: Xxxxx X. Xxxxxx & Company Inc., under
delegate Company as Investment Manager
By: /s/ Xxxx Xxxxxxx Law
------------------------------------------
Title: Managing Director
SUFFIELD CLO, LIMITED
By: Xxxxx X. Xxxxxx & Company Inc.,
AS Collateral Manager
By: /s/ Xxxx Xxxxxxx Law
------------------------------------------
Title: Managing Director
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: Xxxxx X. Xxxxxx & Company Inc.,
AS Investment Advisor
By: /s/ Xxxx Xxxxxxx Law
------------------------------------------
Title: Managing Director
SIMSBURY CLO, LIMITED
By: Xxxxx X. Xxxxxx & Company Inc., under
delegate authority from Massachusetts
Mutual Life Insurance Company as
Collateral Manager
By: /s/ Xxxx Xxxxxxx Law
------------------------------------------
Title: Managing Director
XXXXXXXXXXX SENIOR FLOATING RATE
By: /s/ Xxxx Xxxxxxxx
------------------------------------------
Title: Manager
DEBT STRATEGIES FUNDING, INC.
By: /s/ Xxxxxx Xxxxx
------------------------------------------
Title: Authorized Signatory
LONGHORD CDO (CAYMAN) LTD.
By: Xxxxxxx Xxxxx Investment Mangers,
L.P. as Investment Advisor
By: /s/ Xxxxxx Xxxxx
------------------------------------------
Title: Authorized Signatory
MASTER SENIOR FLOATING RATE TRUST
By: /s/ Xxxxxx Xxxxx
------------------------------------------
Title: Authorized Signatory
XXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
By: /s/ Xxxxxx Xxxxx
------------------------------------------
Title: Authorized Signatory
SENIOR HIGH INCOME PORTFOLIO, INC.
By: /s/ Xxxxxx Xxxxx
------------------------------------------
Title: Authorized Signatory
XXXXXX XXXXXXX PRIME INCOME TRUST
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------------
Title: Executive Director
PPM SHADOW CREEK FUNDING TRUST
By: /s/ Xxx X. Xxxxxx
------------------------------------------
Title: Authorized Agent
ADDISON CDO, LIMITED (ACCT 1279)
By: Pacific Investment Management Company
LLC As its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------------
Title: Executive Vice President
CAPTIVA IV FINANCE LTD. (ACCT 1275)
as advised by Pacific Investment
Management
By: /s/ Xxxxx Xxxx
------------------------------------------
Title: Director
DELANO COMPANY (ACCT 274)
By: Pacific Investment Management Company
LLC As its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------------
Title: Executive Vice President
JISSEKIKUN FUNDING, LTD. (ACCT 1288)
By: Pacific Investment Management Company
LLC
As its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------------
Title: Executive Vice President
ROYALTON COMPANY (ACCT 280)
By: Pacific Investment Management Company
LLC As its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
Title: Executive Vice President
SAN XXXXXXX CDO I LIMITED (#1282)
By: Pacific Investment Management Company
LLC As its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------------
Title: Executive Vice President
SEQUILS-MAGNUM, LTD. (#1280)
By: Pacific Investment Management Company
LLC As its Investment Advisor
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------------
Title: Executive Vice President
SEABOARD CLO 200LTD.
By: ORIX Capital Markets, LLC
As Collateral Manager
By: /s/ Xxxxxxxx X.X. Xxxxx, Jr.
------------------------------------------
Title: Managing Directory
XXXXXXXXX CLO, LTD.
By: Xxxxxxxxx Capital Partners LLC
As its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
------------------------------------------
Title: Partner
XXXXXXXXX/RFM TRANSATLANTIC CDO, LTD.
By: Xxxxxxxxx Capital Partners LLC
As its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
------------------------------------------
Title: Partner
WINDSOR LOAN FUNDING, LIMITED
By: Xxxxxxxxx Capital Partners LLC
As its Investment Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
------------------------------------------
Title: Partner
XXXXXXXXX ARBITRAGE CDO, LTD.
By: Xxxxxxxxx Capital Partners LLC
As its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
------------------------------------------
Title: Partner
XXXXXXXXX ARBITRAGE CDO, LTD.
By: Xxxxxxxxx Capital Partners LLC
As its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
------------------------------------------
Title: Partner
XXXXXXXX CDO, LTD.
By: Xxxxxxxxx Capital Partners LLC
As its Collateral Manager
By: /s/ Xxxxxxxxxxx X. Xxxxx
------------------------------------------
Title: Partner
XXXXX XXX FLOATING RATE LIMITED LIABILITY
COMPANY
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Title: Senior Vice President
Xxxxx Xxx & Xxxxxxx Incorporated,
as Advisor to the Xxxxx Xxx
Floating Rate Limited Liability
Company
LIBERTY-XXXXX XXX ADVISOR FLOATING RATE
ADVANTAGE FUND
By: Xxxxx Xxx & Farnham Incorporated
as Advisor
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
Title: Senior Vice President
Sr. Vice President & Portfolio
Manager
THE SUMITOMO TRUST & BANKING CO., LTD,
NEW YORK BRANCH
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------
Title: Vice President
TORONTO DOMINION (NEW YORK), INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------------------
Title: Vice President
TRAVELERS COPORATE LOAN FUND INC.
By: Travelers Asset Management
International Company, LLC
By: /s/ Xxxxxxx X.XxXxxxxx
------------------------------------------
Title: Assistant Investment Officer
COLUMBUS LOAN FUNDING LTD.
By: Travelers Asset Management
International Company, LLC
By: /s/ Xxxxxxx X.XxXxxxxx
------------------------------------------
Title: Assistant Investment Officer
TRAVELERS INSURANCE COMPANY
By: /s/ Xxxxxxx X.XxXxxxxx
------------------------------------------
Title: Assistant Investment Officer
TRSI LLC
By: /s/ Xxxxxxxx Xxxxx
------------------------------------------
Title: Attorney-in-Fact
WACHOVIA BANK, N.A.
By: /s/ Xxxxx Gizaukanst
------------------------------------------
Title: Associate
Acknowledged and Agreed:
AMERISTAR CASINO VICKSBURG, INC.,
AMERISTAR CASINO COUNCIL BLUFFS, INC.,
CACTUS PETE'S INC.,
A.C. FOOD SERVICES, INC.,
AMERISTAR CASINO ST. LOUIS, INC.,
AMERISTAR CASINO KANSAS CITY, INC.,
AMERISTAR CASINO ST. XXXXXXX, INC.
AMERISTAR CASINO LAS VEGAS, INC.
By: /s/ Xxxxxx Xxxxxxxxxx
-------------------------------
Title: Vice President
