Exhibit 4.3(g)
THIRD AMENDMENT TO FOURTH AMENDED
AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 15, 2003 (this
"Amendment"), is among XXXXXXX INTERNATIONAL LIMITED, a corporation organized under the laws of The Commonwealth
of the Bahamas and formerly known as Sun International Hotels Limited ("KIL"), XXXXXXX INTERNATIONAL NORTH
AMERICA, INC., a corporation organized under the laws of the State of Delaware and formerly known as Sun
International North America, Inc. ("KINA"), XXXXXXX INTERNATIONAL BAHAMAS LIMITED, a corporation organized under
the laws of The Commonwealth of the Bahamas and formerly known as Sun International Bahamas Limited ("KIBL"; KIL,
KINA and KIBL are each individually referred to as a "Borrower" and collectively referred to as the "Borrowers"),
the financial institutions as are or may become parties hereto (collectively referred to as the "Lenders") and
CANADIAN IMPERIAL BANK OF COMMERCE, acting through one or more of its agencies, branches or affiliates ("CIBC"),
as the administrative agent (in such capacity, the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, the Borrowers, Lenders and the Administrative Agent are parties to the Fourth Amended and
Restated Credit Agreement, dated as of November 9, 2001, as amended by those certain letter agreements dated
December 14, 2001 and August 30, 2002, that certain First Amendment to Fourth Amended and Restated Credit
Agreement dated as of May 8, 2002 and that certain Second Amendment to Fourth Amended and Restated Credit
Agreement dated as of November 20, 2002 (as amended, supplemented, amended and restated or otherwise modified
through the date hereof, the "Existing Credit Agreement");
WHEREAS, the Borrowers have requested that the Required Lenders amend the Existing Credit Agreement as
set forth below; and
WHEREAS, the Required Lenders have agreed, subject to the terms and conditions hereinafter set forth, to
amend the Existing Credit Agreement in certain respects (the Existing Credit Agreement, as so amended or
otherwise modified by this Amendment, being referred to as the "Credit Agreement");
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged), the parties hereto agree as follows.
PART I
DEFINITIONS
SUBPART 1.1. Certain Definitions. The following terms (whether or not underscored) when used in this Amendment shall have the
following meanings (such meanings to be equally applicable to the singular and plural forms thereof):
"Amendment" is defined in the preamble.
"Borrowers" is defined in the preamble.
"Credit Agreement" is defined in the third recital.
"Existing Credit Agreement" is defined in the first recital.
"Amendment Effective Date" is defined in Subpart 3.1.
"Lenders" is defined in the first recital.
SUBPART 1.2. Other Definitions. Terms for which meanings are provided in the Existing Credit Agreement are, unless otherwise
defined herein or the context otherwise requires, used in this Amendment with such meanings.
PART II
AMENDMENTS
Effective on (and subject to the occurrence of) the Amendment Effective Date, the Existing Credit
Agreement is hereby amended in accordance with this Part; except as so amended or otherwise modified by this
Amendment, the Existing Credit Agreement and the Loan Documents shall continue in full force and effect in
accordance with their terms.
SUBPART 2.1. Amendments to Section 1.1.
(a) The definition of the term "Total Leverage Ratio" in Section 1.1 of the Existing Credit Agreement is hereby
amended and restated in its entirety as follows:
"Total Leverage Ratio" means, as of the last day of any Fiscal Quarter, the ratio of (a) Debt
outstanding on the last day of such Fiscal Quarter (exclusive of up to $38,000,000 of Debt arising from
the guaranty by Xxxxxxx International Limited of a senior secured term loan to finance the renovation
and expansion of the Palmilla) to (b) Consolidated EBITDA for the four Fiscal Quarter period then ended;
provided, that in calculating Consolidated EBITDA for such period, any acquisitions or Dispositions
during such period shall have been deemed to have occurred on the first day of such period.
(b) The definition of the term "Significant Subsidiary" in Section 1.1 of the Existing Credit Agreement is hereby
amended by adding the following immediately prior to the end thereof: "and any other Subsidiary of KIL so
designated by KIL that has delivered (or caused to be delivered) to the Administrative Agent all documentation
that would be required to be delivered pursuant to Section 7.1.7 if such Subsidiary were a Significant
Subsidiary; provided, however, that notwithstanding the foregoing, in no event shall One & Only (Indian Ocean)
Management Limited be deemed a Significant Subsidiary hereunder."
(c) There shall be added to the definitions in Section 1.1 of the Existing Credit Agreement in appropriate
alphabetical sequence two new definitions reading in their entirety as follows:
"Borrowing Base" is defined in Section 2.10.
"Luxury Resort Hotels" means the Palmilla and any luxury resort properties in which the
Borrowers make an Investment after January 1, 2003 that enables the Borrowers to control the management
of such properties.
"Palmilla" means the luxury hotel and golf course in Los Cabos, Mexico known as the Palmilla
Resort.
(d) To accurately reflect the change of names of the Borrowers, all references in the Existing Credit Agreement to
Sun International Hotels Limited and SIHL shall be deemed references to Xxxxxxx International Limited and KIL,
respectively; all references to Sun International North America, Inc. and SINA shall be deemed references to
Xxxxxxx International North America, Inc. and KINA, respectively; all references to Sun International Bahamas
Limited and SIBL shall be deemed references to Xxxxxxx International Bahamas Limited and KIBL; all references to
the Borrowers shall refer to KIL, KINA and KIBL collectively; and all references to a Borrower shall refer to
KIL, KINA and KIBL, individually.
SUBPART 2.2. Amendments to Section 2.1.3.
(a) Section 2.1.3(a) of the Credit Agreement is hereby amended and restated in its entirety as follows: "(a) of all
Lenders would exceed the lesser of (i) the Borrowing Base then in effect or (ii) the Commitment Amount then in
effect; or".
(b) Section 2.1.3 of the Existing Credit Agreement is further amended by replacing ";or" at the end of clause (b)
thereof with a period and by deleting clause (c) thereof.
SUBPART 2.3. Amendment to Section 2.1.4. Section 2.1.4(b) of the Existing Credit Agreement is hereby amended and restated in
its entirety as follows:
"(b) the sum of the aggregate amount of all Letter of Credit Outstandings plus the
aggregate principal amount of all Loans then outstanding would exceed the lesser of (i) the Borrowing
Base then in effect or (ii) the Commitment Amount then in effect; or"
SUBPART 2.4. Amendment to Section 3.1. There shall be added to Section 3.1 of the Existing Credit Agreement a new clause (e)
reading in its entirety as follows:
"(e) The Borrowers shall from time to time make a mandatory prepayment of the Loans, and if
required deliver cash collateral for Letter of Credit Outstandings, equal to the excess, if any, of the
aggregate outstanding principal amount of all Loans and Letter of Credit Outstandings over the Borrowing
Base on each date that the aggregate amount of outstanding Loans and Letter of Credit Outstandings
exceeds the Borrowing Base."
SUBPART 2.5. Amendment to Section 2.10. There shall be added to the Existing Credit Agreement a new Section 2.10 reading in
its entirety as follows:
"SECTION 2.10. Borrowing Base. During the period from January 1, 2003 to the date of the
first determination of the Borrowing Base pursuant to the further provisions of this Section 2.10, the
amount of the Borrowing Base shall be as set forth on Schedule III. Thereafter, the Borrowing Base
shall be equal to the sum of the following, as determined from time to time:
(i) the amount of "all risks" insurance maintained from time to time on the Bahamas
Property and on the buildings situated thereon;
(ii) the value of the undeveloped land owned by the Borrowers on Paradise Island in the
Bahamas, which for purposes hereof shall be deemed to be $150,000,000;
(iii) the cost basis of the Borrowers' Investments in Luxury Resort Hotels;
(iv) the product of six (6) times the Consolidated EBITDA attributable to the management
contracts of the Borrowers and their Significant Subsidiaries; and
(v) the estimated net present value of the payments due to the Borrowers pursuant to the
Omnibus Termination Agreement, which for purposes hereof shall be deemed to be
$185,000,000.
Together with each certification of the Total Leverage Ratio delivered by KIL pursuant to
Section 7.1.1(c)(B), the chief financial officer of KIL shall furnish to the Administrative Agent a
computation of the then-current Borrowing Base in substantially the form of Schedule III. The
Administrative Agent shall forward such calculation to all Lenders at the time of delivery to the
Lenders of the periodic reporting information required under Section 7.1.1(c)(B). The determination of
the Borrowing Base shall be made in accordance with the terms of this Section 2.10. Notwithstanding the
foregoing, if the Administrative Agent shall determine that the value of the assets described in
clauses (ii) and (v) above shall have materially decreased from their valuation as of January 1, 2003,
upon notice to, and after consultation with the Borrowers, the Required Lenders shall adjust the
valuations set forth in clauses (ii) and (v) to reflect such decrease."
SUBPART 2.6. Amendment to Section 7.1.4. Section 7.1.4(b)(i) shall be amended and restated in its entirety to read as follows:
(i) From and after July 1, 2002, "all risks" insurance on the Bahamas Property and on the
buildings situated thereon in an amount not less than the lesser of (a) the replacement building value
and (b) such amount of insurance as the Administrative Agent may reasonably determine is then available
to the Borrowers at a price which is commercially reasonable (which amounts shall be re-evaluated by the
Borrowers, their insurance brokers and the Administrative Agent within thirty days of the commencement
of each calendar quarter, during which time the Borrowers shall obtain any additional insurance required
by the terms hereof), but in no event less than $150,000,000 with a deductible of not more than
$15,000,000 per occurrence for the first two occurrences and total coverage for each occurrence
thereafter;
SUBPART 2.7. Amendment to Section 7.2.11. The last sentence of Section 7.2.11 of the Existing Credit Agreement is hereby
amended and restated in its entirety to read as follows:
"So long as no Event of Default shall then be continuing, upon a Disposition permitted by this
Section, (i) the Lien in favor of the Secured Parties upon the assets so sold, transferred, leased,
contributed or conveyed shall automatically terminate and be released, and (ii) if the assets so sold,
transferred, leased, contributed or conveyed are shares of capital stock of a Subsidiary, then the
Guaranty and Security Agreement, if any, executed by such Subsidiary shall automatically terminate and
the obligations of, and the Lien in favor of the Secured Parties upon the assets of, such Subsidiary
shall automatically terminate and be released and the Subsidiary shall have no further obligations
thereunder, and in each case the Administrative Agent and the Lenders shall execute, acknowledge, and
deliver such acts, assurances, amendments to the Guaranty and Security Agreement, and such other
instruments and documents necessary to give effect to the foregoing."
SUBPART 2.8. Amendment to Schedules. There shall be added to the Existing Credit Agreement a new Schedule III in the form
attached hereto.
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. Effectiveness. This Amendment and the amendments contained herein shall become effective on the date (the
"Amendment Effective Date") when each of the conditions set forth in this Part shall have been fulfilled to the
satisfaction of the Administrative Agent.
SUBPART 3.1.1. Execution of Counterparts. The Administrative Agent shall have received counterparts of this Amendment,
duly executed and delivered on behalf of each Borrower and the Required Lenders.
SUBPART 3.1.2. Affirmation and Consent. The Administrative Agent shall have received, with counterparts for each Lender,
an Affirmation and Consent to this Amendment substantially in the form attached hereto as Exhibit A, duly
executed and delivered by each of the Obligors other than the Borrowers.
SUBPART 3.1.3. Legal Details, etc. All documents executed or submitted pursuant hereto shall be satisfactory in form and
substance to the Administrative Agent and its counsel. The Administrative Agent and its counsel shall have
received all information and such counterpart originals or such certified or other copies or such materials as
the Administrative Agent or its counsel may reasonably request, and all legal matters incident to the
transactions contemplated by this Amendment shall be satisfactory to the Administrative Agent and its counsel.
SUBPART 3.1.4. Required Lenders. The Agent shall have received an executed consent to this Amendment in the form of
Exhibit B from the Required Lenders.
SUBPART 3.1.5. Collateral Documentation. Pursuant to a Pledge Agreement the Agent shall have received a pledge of all of
the capital stock, equity or other ownership interests owned by the Borrowers and their Subsidiaries in One &
Only (Indian Ocean) Management Limited (which Pledge Agreement shall provide for the release of such capital
stock to the extent that such shares are transferred to the joint venture partners in One & Only (Indian Ocean)
Management Limited) and in Xxxxxxx Investments Palmilla, Inc., together with undated stock powers for such
certificates, executed in blank (or, if such shares of capital stock or equity interests are uncertificated,
confirmation and evidence satisfactory to the Agent that the security interests in such uncertificated securities
or equity interests has been transferred to and perfected by the Agent for the benefit of the Lenders in
accordance with applicable law). Finally, the Agent shall have received one or more legal opinions in form and
substance satisfactory to it from counsel reasonably satisfactory to it in respect of such Pledge Agreements.
PART IV
MISCELLANEOUS; REPRESENTATIONS AND COVENANT
SUBPART 4.1. Continuing Effectiveness, etc. As amended hereby, the Credit Agreement shall remain in full force and effect and
is hereby ratified and confirmed in all respects. After the Amendment Effective Date, all references in the
Credit Agreement and each other Loan Document to the "Credit Agreement" shall refer to the Existing Credit
Agreement, after giving effect to this Amendment.
SUBPART 4.2. Counterparts. This Amendment may be executed in any number of counterparts and by the different parties on
separate counterparts, and each such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same Amendment.
SUBPART 4.3. Governing Law. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
NEW YORK.
SUBPART 4.4. Successors and Assigns. This Amendment shall be binding upon the Borrowers, the Lenders and the Agents and their
respective successors and assigns, and shall inure to their successors and assigns.
SUBPART 4.5. Representations and Warranties. In order to induce the Required Lenders to execute and deliver this Amendment,
the Borrowers represent and warrant to the Agents, the Lenders and the Issuers that, after giving effect to the
terms of this Amendment, the following statements are true and correct: (a) the representations and warranties
set forth in Article VI of the Existing Credit Agreement and in the other Loan Documents are true and correct on
the Amendment Effective Date (unless stated to relate solely to an earlier date, in which case such
representations and warranties were true and correct in all material respects as of such earlier date); and (b)
no Default has occurred and be continuing, and neither KIL nor any Subsidiary is in material violation of any law
or governmental regulation or court order or decree.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their
respective authorized officers as of the day and year first above written.
XXXXXXX INTERNATIONAL BAHAMAS LIMITED
By:_____________________________________
Title:
Address: Executive Offices
Coral Towers
Paradise Island,
The Bahamas
Facsimile No.: (000) 000-0000
Attention: Xxxx X. Xxxxxxx and
Xxxxxxx X. Xxxxx
XXXXXXX INTERNATIONAL LIMITED
By:_____________________________________
Title:
Address: Executive Offices
Coral Towers
Paradise Island,
The Bahamas
Facsimile No.: (000) 000-0000
Attention: Xxxx X. Xxxxxxx and
Xxxxxxx X. Xxxxx
XXXXXXX INTERNATIONAL NORTH AMERICA, INC.
By:_____________________________________
Title:
Address: 0000 Xxxx Xxxxxxx Xxxx.
Xx. Xxxxxxxxxx, XX 00000
Facsimile No.: (000) 000-0000
Attention: Xxxx X. Xxxxxxx and
Xxxxxxx X. Xxxxx
CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent
By:____________________________________
Title: Managing Director,
CIBC World Markets Corp., AS AGENT
Address: 00000 Xxxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxxx X. Xxxxxxxxx, Xx.
EXHIBIT A to Third Amendment to
Fourth Amended and Restated Credit Agreement
May 15, 2003
To the Parties Listed on the
Signature Pages Hereof
c/x Xxxxxxx International Bahamas Limited
Executive Offices
Coral Towers
Paradise Island,
The Bahamas
Attention: Chief Financial Officer
Re: Xxxxxxx International Limited, Xxxxxxx International North America, Inc. and Xxxxxxx
International Bahamas Limited
Gentlemen:
Please refer to (1) the Fourth Amended and Restated Credit Agreement, dated as of November 9, 2001, as
amended by that certain First Amendment to Fourth Amended and Restated Credit Agreement dated as of May 8, 2002
and that certain Second Amendment to Fourth Amended and Restated Credit Agreement dated as of November 20, 2002
(as so amended, the "Credit Agreement"), by and among XXXXXXX INTERNATIONAL LIMITED, a corporation organized
under the laws of The Commonwealth of the Bahamas ("KIL"), XXXXXXX INTERNATIONAL NORTH AMERICA, INC., a
corporation organized under the laws of the State of Delaware ("KINA"), XXXXXXX INTERNATIONAL BAHAMAS LIMITED, a
corporation organized under the laws of The Commonwealth of the Bahamas ("KIBL"; KIL, KINA and KIBL are each
individually referred to as a "Borrower" and collectively referred to as the "Borrowers"), the financial
institutions as are or may become parties hereto (collectively referred to as the "Lenders"), CANADIAN IMPERIAL
BANK OF COMMERCE, acting through one or more of its agencies, branches or affiliates ("CIBC"), as the
administrative agent (in such capacity, the "Administrative Agent") and (2) the Amended and Restated Subsidiary
Guaranty, dated as of November 9, 2001 (the "Guaranty"), made by each Guarantor (as such term is defined in the
Credit Agreement) a signatory hereto in favor of the Agent for the Beneficiaries. Pursuant to an amendment dated
of even date herewith, certain terms of the Credit Agreement were amended. We hereby request that you (i)
acknowledge and reaffirm all of your obligations and undertakings under the Guaranty and (ii) acknowledge and
agree that the Guaranty is and shall remain in full force and effect in accordance with the terms thereof.
Please indicate your agreement to the foregoing by signing in the space provided below, and returning
the executed copy to the undersigned.
CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent
By:____________________________________
Title: Managing Director,
CIBC World Markets Corp., AS AGENT
Address: 00000 Xxxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxxx X. Xxxxxxxxx, Xx.
Acknowledged and Agreed:
BIRBO NV
By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXXX HOTELS INTERNATIONAL MANAGEMENT NV
By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXXX INTERNATIONAL FINANCE LIMITED
By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXXX HOTELS INTERNATIONAL (BERMUDA), LIMITED
By:_________________________________________
Name:_______________________________________
Title:______________________________________
ABERDEEN MANAGEMENT LIMITED
By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXXX INTERNATIONAL MANAGEMENT LIMITED
By:_________________________________________
Name:_______________________________________
Title:______________________________________
PARADISE ISLAND LIMITED
By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXXX INTERNATIONAL TIMESHARE LIMITED
By:_________________________________________
Name:_______________________________________
Title:______________________________________
PARADISE SECURITY SERVICES LIMITED
By:_________________________________________
Name:_______________________________________
Title:______________________________________
PURPOSEFUL BV
By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXXX INTERNATIONAL MARKETING (UK) LTD.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXXX COVE, LTD.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXXX INTERNATIONAL DEVELOPMENT (TIMESHARE) LIMITED
By:_________________________________________
Name:_______________________________________
Title:______________________________________
ISLAND HOTEL COMPANY LIMITED
By:_________________________________________
Name:_______________________________________
Title:______________________________________
BAHAMAS E-TRADING LIMITED
By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXXX INTERNATIONAL NETWORK DATA LIMITED
By:_________________________________________
Name:_______________________________________
Title:______________________________________
KERZNERONLINE (IOM) LIMITED
By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXXX INTERNATIONAL NETWORK SERVICES LIMITED
By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXXX COVE CALIFORNIA, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXXX INTERNATIONAL NEVADA, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
PARADISE BEACH INN LIMITED
By:_________________________________________
Name:_______________________________________
Title:______________________________________
PARADISE ENTERPRISES LIMITED
By:_________________________________________
Name:_______________________________________
Title:______________________________________
PARADISE ACQUISITIONS LIMITED
By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXXX INTERNATIONAL DEVELOPMENT LIMITED
By:_________________________________________
Name:_______________________________________
Title:______________________________________
PARADISE ISLAND FUTURES LIMITED
By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXXX INTERNATIONAL RESORTS, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
PIV, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
ISS, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXXX INTERNATIONAL MARKETING, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXXX INTERNATIONAL NEW YORK, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXXX INTERNATIONAL DEVELOPMENT GROUP, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXXX VACANCES SA
By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXXX COVE NEW YORK, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXXX INVESTMENTS PALMILLA, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXXX INTERNATIONAL MANAGEMENT SERVICES, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXXX INTERNATIONAL DEVELOPMENT SERVICES, INC.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
XXXXXXX INTERNATIONAL DEVELOPMENT SERVICES MEXICO, S. DE
X.X. DE C.V.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
EXHIBIT B to Third Amendment to
Fourth Amended and Restated Credit Agreement
CONSENT OF LENDER
Reference is hereby made to the Third Amendment to Fourth Amended and Restated Credit Agreement dated as
of May 15, 2003 among XXXXXXX INTERNATIONAL LIMITED, a corporation organized under the laws of The Commonwealth
of the Bahamas ("KIL"), XXXXXXX INTERNATIONAL NORTH AMERICA, INC., a corporation organized under the laws of the
State of Delaware ("KINA"), XXXXXXX INTERNATIONAL BAHAMAS LIMITED, a corporation organized under the laws of The
Commonwealth of the Bahamas ("KIBL"; KIL, KINA and KIBL are each individually referred to as a "Borrower" and
collectively referred to as the "Borrowers"), the financial institutions as are or may become parties hereto
(collectively referred to as the "Lenders"), CANADIAN IMPERIAL BANK OF COMMERCE, acting through one or more of
its agencies, branches or affiliates ("CIBC"), as the administrative agent (in such capacity, the "Administrative
Agent").
The undersigned Lender hereby consents to the execution and delivery of the Third Amendment to the
Fourth Amended and Restated Credit Agreement by the Administrative Agent on its behalf, substantially in the form
of the most recent draft thereof presented to the undersigned Lender.
Dated: ____________, 2003
____________________________________________
[Name of Institution]
By:_________________________________________
Name:_______________________________________
Title:______________________________________
SCHEDULE III
ATTACHMENT NO. 2
BORROWING BASE CERTIFICATE
[The Fiscal Year Ending December 31, 2002]
Quarter Ended Quarter Ended Quarter Ended Quarter Ended Previous Four
March 31, 2002 June 30, 2002 September 31, 2002 December 31, 0000 Xxxxxx
Xxxxxxxx
Xxxxxxxx Xxxxxx "All Risks" Insured Value (A) $
-
Paradise Island Real Estate (B) $
-
Mohegan Sun Contract Net Present Value at $
Maturity of Credit Facility (C) -
Management Contracts:
EBITDA Derived From Management Contracts of $ $ $ $ $
Borrowers and Significant Subsidiaries - - - - -
EBITDA Multiple 6.0x
Valuation (D) $
-
Cost Basis of Investments in Luxury Resorts:
(1)
Palmilla $ $ $ $ $
- - - - -
Other Investments
- - - -
Other Investments
- - - - -
Valuation (E) $ $ $ $ $
- - - - -
(1) Cost basis of investment in Palmilla and other future investments made after the effective date of the Third Amendment.
Maximum Borrowing Base (A + B + C + D +E) $ -
Credit Facility Outstandings Plus Letters of Credit(F) $
Borrowing Base Availability (A + B + C + D + E -F) $ -
