Exhibit 4.(ii)
Second amendment to credit agreement
SECOND AMENDMENT
SECOND AMENDMENT (this "Amendment"), dated as of January 27, 1999, among
ALLIANCE GAMING CORPORATION, a Nevada corporation (the "U.S. Borrower"), BALLY
XXXXX VERTRIEBS GMBH, a company with limited liability organized under the laws
of the Federal Republic of Germany ("Bally Xxxxx Vertriebs"), BALLY XXXXX
AUTOMATEN GMBH, a company with limited liability organized under the laws of the
Federal Republic of Germany ("Bally Xxxxx Automaten" and, together with Bally
Xxxxx Vertriebs, the "German Borrowers," and each a "German Borrower" and the
German Borrowers, together with the U.S. Borrower, the "Borrowers," and each a
"Borrower"), the financial institutions party to the Credit Agreement referred
to below (the "Lenders") and CREDIT SUISSE FIRST BOSTON, as Administrative
Agent. Unless otherwise defined herein, all capitalized terms used herein and
defined in the Credit Agreement referred to below are used herein as so defined.
W I T N E S S E T H : WHEREAS, the Borrowers, the Lenders and the Administrative
Agent are parties to a Credit Agreement, dated as of August 8, 1997 (as amended,
modified or supplemented through, but not including, the date hereof the "Credit
Agreement"); WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided; NOW, THEREFORE, it is agreed:
1. Section 9.05(xx) of the Credit Agreement is hereby amended by inserting the
following proviso at the end of such Section 9.05(xx):
", provided that from and after the Second Amendment
Effective Date, neither the U.S. Borrower nor any of its Subsidiaries may make
Investments pursuant to this clause (xx) in aggregate amount in excess of
$2,000,000 at any one time outstanding, provided, however, from and after the
last day of any Test Period ending after the Second Amendment Effective Date
when the Leverage Ratio is less than or equal to 5.00:1 the U.S. Borrower and
its Subsidiaries may make Investments pursuant to this clause (xx) in the amount
otherwise permitted in this clause (xx) without giving effect to the preceding
proviso".
2. Section 9.07(a) of the Credit Agreement is hereby amended by
deleting the table appearing therein and inserting the following new text in
lieu thereof:
"Period of Four
Consecutive Quarters
Ended Closest To Amount
June 30, 1998 $18.5 million
each June 30 ended thereafter $14 million;
provided, however, that in the event that the Leverage Ratio is less than or
equal to 5.00:1 on the last day of any Test Period ending after the Second
Amendment Effective Date, then from and after such date, the U.S. Borrower and
its Subsidiaries shall instead be allowed to make Capital Expenditures pursuant
to this clause (a) in an aggregate amount not to exceed, during any period of
four consecutive fiscal quarters (taken as one accounting period) ending on the
last day of a fiscal quarter described below (so long as ended after the last
day of the Test Period referenced above in this proviso), the amount set forth
opposite such fiscal quarter below:
"Period of Four
Consecutive Fiscal
Quarters Ended Amount
Closest to
June 30, 1999 $18.5 million
June 30, 2000 $15 million
June 30, 2001 $15 million
each June 30 ended thereafter $16 million"
3. Section 9.07(b) of the Credit Agreement is hereby amended by adding the
following new sentence immediately at the end thereof:
"For the purposes hereof, Capital Expenditures permitted to be made during any
period of four fiscal quarters shall be the relevant amounts actually permitted
to be spent during the relevant period from which the carry-forward is being
made (whether pursuant to the first or second table appearing in Section
9.07(a))."
4. Section 9.08 of the Credit Agreement is hereby amended by (i) deleting
clauses (x) and (y) contained therein in their entirety and inserting in lieu
thereof the following new clauses (x), (y) and (z):
"(x) in the case of any such Test Period ended on or prior to September 30,
1998, 1.00:1, (y) in the case of any such Test Period ended after September 30,
1998 and on or prior to September 30, 1999, 0.80:1 and (z) in the case of any
Test Period ended after September 30, 1999, 1.05:1".
5. Section 9.09 of the Credit Agreement is hereby amended by deleting the table
appearing therein in its entirety and inserting the following new table in lieu
thereof:
"Test Periods Ending Ratio
After December 1, 1997
and on or prior
to September 30, 1998 1.75:1
After September 30, 1998
and prior to
December 31, 1999 1.25:1
On December 31, 1999
and prior to
June 30, 2000 1.75:1
On June 30, 2000
and prior to
June 30, 2001 2.00:1
Thereafter 2.75:1".
6. Section 9.10 of the Credit Agreement is hereby amended by deleting the table
appearing therein in its entirety and inserting the following new table in lieu
thereof:
"Period Ratio
From and including
December 31, 1997
to but excluding
December 31, 1998 5.75:1
From and including
December 31, 1998
to but excluding 7.50:1
March 31, 1999
From and including 7.90:1
March 31, 1999
to but excluding
September 30, 1999
From and including
September 30, 1999
to but excluding
December 31, 1999 7.00:1
From and including
December 31, 1999
to but excluding 5.50:1
March 31, 2000
From and including
March 31, 2000
to but excluding 5.25:1
June 30, 2001
From and including
June 30, 2001
to but excluding 4.25:1
June 30, 2002
From and including June 30, 3.75:1
2002 and thereafter
7. Section 9.11 of the Credit Agreement is hereby amended by deleting the table
appearing therein in its entirety and inserting the following new table in lieu
thereof:
"Period Amount
On December 31, 1998
to but excluding $42,000,000
March 31, 1999
On March 31, 1999
to but excluding $40,000,000
September 30, 1999
On September 30, 1999
to but excluding $44,000,000
December 31, 1999
On December 31, 1999
to but excluding $56,000,000
March 31, 2000
On March 31, 2000
to but excluding $59,000,000
June 30, 2001
on June 30, 2001
to but excluding $70,000,000
June 30, 2002
On June 30, 2002
and thereafter $74,000,000
8. The definitions of "Applicable Commitment Commission Percentage" and
"Applicable Margin" appearing in Section 11.01 of the Credit Agreement are
hereby amended by (i) deleting the text "Level4, Level 5 or Level 6" appearing
in the second parenthetical appearing in said definition and inserting the text
", or Level 4" in lieu thereof,
(ii) deleting the text beginning at "Level 1: Leverage Ratio less than 3:00"
through the text "Level 6: Leverage Ratio is greater than or equal to 4.75 to
1." and inserting the following new text in lieu thereof:
Level 1: Leverage Ratio is less than 4.50 to 1.
Level 2: Leverage Ratio is greater than or equal to
4.50 to 1 but less than 4.75 to 1.
Level 3: Leverage Ratio is greater than or equal to
4.75 to 1 but less than 5.25 to 1.
Level 4: Leverage Ratio is greater than or equal to
5.25 to 1.
,(iii) deleting the table appearing in said definition in its entirety and
inserting the following new table in lieu thereof:
Level Level Level Level
"Ratio 1 2 3 4
Euro Rate Loan Margin for
U.S. Borrower Tranche A
Term Loans, German Borrower
Tranche A Term Loans and
Revolving Loans 1.75% 2.00% 2.25% 2.75%
Base Rate Loan Margin for
U.S. Borrower Tranche A
Term Loans, Revolving Loans
and Swingline Loans 0.75% 1.00% 1.25% 1.75%
Euro Rate Loan Margin for
Delayed Draw Term Loans and
Tranche B Term Loans 2.50% 2.50% 2.75% 3.25%
Base Rate Loan Margin for
Delayed Draw Term Loans and
Tranche B Term Loans 1.50% 1.50% 1.75% 2.25%
Euro Rate Loan Margin for
Tranche C Term Loans 2.75% 2.75% 3.00% 3.5%
Base Rate Loan Margin for
Tranche C Term Loans 1.75% 1.75% 2.00% 2.5%
Applicable Commitment
Commission Percentage 0.40% 0.45% 0.50% 0.50%
and (iv) deleting each reference to "Level 6" in each instance where same
appears in the proviso to the the first sentence of said definition and in the
last sentence of said definition and inserting in lieu thereof in each such
instance the text "Level 4".
9. Section 11.01 of the Credit Agreement is hereby further amended by inserting
the following new definitions in the proper alphabetical order:
"Second Amendment" shall mean the Second Amendment to this Agreement, dated as
of January 27, 1999.
"Second Amendment Effective Date" shall have the meaning provided in the Second
Amendment.
10. This Amendment shall become effective on the date (the "Second Amendment
Effective Date") when (i) each Borrower, each Credit Party and the Required
Lenders 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 the Notice Office and (ii)
the Borrower shall have paid to the Administrative Agent for the account of each
Lender which executes and delivers the counterpart of this Amendment to the
Administrative Agent on or prior to 5:00 p.m. New York time, an amendment fee
equal to 0.25 of 1% of the sum of such Lender's outstanding (x) Term Loans and
(y) Revolving Loan Commitment, in each case on the Second Amendment Effective
Date.
11. In order to induce the Lenders to enter into this Amendment, each Borrower
hereby represents and warrants that (i) the representations and warranties
contained in Section 7 of the Credit Agreement are true and correct in all
material respects on and as of the Second Amendment Effective Date after giving
effect to this Amendment (it being understood and agreed that, as to any
representation or warranty which by its terms is made as of a specified date,
each Borrower represents and warrants that such representation and warranty is
true and correct in all material respects only as of such specified date) and
(ii) there exists no Default or Event of Default on the Second Amendment
Effective Date after giving effect to this Amendment.
12. 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.
13. 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 U.S. Borrower and the Administrative Agent.
14. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW
YORK.
15. From and after the Second Amendment Effective Date, all references in the
Credit Agreement and in the other Credit Documents to the Credit Agreement shall
be deemed to be references to the Credit Agreement as modified hereby.
* * *
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.
ALLIANCE GAMING CORPORATION
By_______________________________
Name:
Title:
BALLY XXXXX VERTRIEBS GMBH
By_______________________________
Name:
Title:
BALLY XXXXX AUTOMATEN GMBH
By_______________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON,
Individually and as Administrative Agent
By_______________________________
Title:
By_______________________________
Title:
THE BANK OF NOVA SCOTIA
By_______________________________
Name:
Title:
KZH ING-1 LLC
By_______________________________
Name:
Title:
SUMITOMO BANK OF CALIFORNIA
By_______________________________
Name:
Title:
THE MITSUBISHI TRUST AND BANKING CORP.
By_______________________________
Name:
Title:
SOUTHERN PACIFIC BANK
By_______________________________
Name:
Title:
CRESCENT/MACH I PARTNERS
By: TCW Asset Management Company, Its Investment
Advisor
By_______________________________
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
By_______________________________
Name:
Title:
TCW LEVERAGED INCOME TRUST, L.P.
By_______________________________
Name:
Title:
XXX XXXXXX PRIME RATE INCOME TRUST
By_______________________________
Name:
Title:
XXX XXXXXX CLO I, LIMITED
By: XXX XXXXXX MANAGERMENT INC., as Collateral
Manager
By_______________________________
Name:
Title:
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital, as Portfolio Advisor
By_______________________________
Name:
Title:
DEEPROCK & COMPANY
By: Xxxxx Xxxxx Management As Investment Advisor
By_______________________________
Name:
Title:
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments, Inc. as its
Investment Manager
By_______________________________
Name:
Title:
XXXXXX XXXXXXX XXXX XXXXXX PRIME INCOME TRUST
By_______________________________
Name:
Title:
ROYALTON COMPANY
By: Pacific Investment Management Company
By: PIMCO Management Inc., a general partner
By_______________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as Investment
Advisor
By_______________________________
Name:
Title:
KZH-CRESCENT CORP.
By_______________________________
Name:
Title:
PAMCO CAYMAN LTD.
By_______________________________
Name:
Title:
CYPRESSTREE INVESTMENT PARTNERS I, LTD.,
By: Cypresstree Investment Management Company,
Inc., as Portfolio Manager
By_______________________________
Name:
Title:
TEXAS COMMERCE BANK
By_______________________________
Name:
Title:
ARCHIMEDES FUNDING, L.L.C.
By: ING Capital Advisors, Inc., as Collateral
Manager
By_______________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By_______________________________
Name:
Title:
XXXXX XXXXX SENIOR INCOME TRUST|
By: XXXXX XXXXX MANAGEMENT AS ADVISOR
By:
Name:
Title:
ROYALTON COMPANY
By: Pacific Investment Management
Company
By: PIMCO Management Inc., a general partner
By:
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
CAPTIVA III FINANCE LTD., as advised by Pacific Investment Management
Company
By:
Name:
Title:
MASSMUTUAL HIGH YIELD PARTNERS II, LLC
By: HYP Management, Inc., as Managing Member
By:
Name:
Title:
Its:
CALIFORNIA BANK & TRUST
By:
Name:
Title:
Each of the undersigned, each being a Subsidiary
Guarantor, acknowledges and agrees to the provisions
of the foregoing Second Amendment.
[add signature lines for Subsidiary Guarantors]
