HOLLYWOOD PARK, INC. FORM 10-K, 1996 EXHIBIT 10.13
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AMENDMENT NO. FIVE TO BUSINESS LOAN AGREEMENT
This Amendment No. Five (this "Amendment") dated as of November 14,
1996, is between Bank of America National Trust and Savings Association (the
"Bank") and Hollywood Park, Inc. (the "Borrower").
RECITALS
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A. The Bank and the Borrower entered into a certain Business Loan
Agreement dated as of April 14, 1995, as modified by amendments dated as of
April 30, 1996, July 1, 1996, August 30, 1996, and October 1, 1996 (as amended,
the "Agreement").
B. The Bank and the Borrower desire to further amend the Agreement.
AGREEMENT
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1. Definitions. Capitalized terms used but not defined in this
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Amendment shall have the meanings given to them in the Agreement.
2. Amendments. The Agreement is hereby amended as follows:
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2.1 In Paragraph 1.2 of the Agreement, the date "May 1, 1997" is
amended to read "June 30, 1997."
2.2 The following is added to the Agreement as a new Paragraph
2.1(a)(4):
"(4) The Borrower delivers to the Bank consolidated
financial projections for the next five (5) years, which shall include
the results of operations of Sunflower Racing, Inc. These projections
shall include projected income statements, balance sheets, and
statements of cash flow."
"(5) The Borrower and the Bank mutually agree on financial
covenants which shall be added to this Agreement by an amendment.
These covenants shall include a fixed charge coverage ratio which will
have to be met by the Borrower prior to any advance used to repay any
obligations of Sunflower Racing, Inc. This fixed charge coverage
ratio will be measured over the then most recently ended four (4)
fiscal quarters of the Borrower, and the fixed charges portion of the
calculation shall include, on a pro forma basis, the installment
payments of principal plus interest allocated to any unused commitment
under Facility No. 1 and those advances used to repay the obligations
of
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Sunflower Racing, Inc., based on a seven (7) year amortization.
Concurrently with each request for an advance to be used to repay
obligations of Sunflower Racing, Inc., the Borrower shall deliver to
the Bank a certificate, executed by a responsible officer of the
Borrower, certifying that the fixed charge ratio described above has
been met."
2.3 In Paragraph 2.2, the date "November 15, 1996" is amended to
read "June 30, 1997."
2.4 Subparagraph 2.4(b) is amended and restated in its entirety
to read as follows:
"(b) The Borrower will repay the principal amount
outstanding on the Expiration Date Facility No. 2 in eighty-
four successive equal monthly installments starting August
1, 1997. On July 1, 2004, the Borrower will repay the
remaining principal balance plus any interest then due."
2.5 In the column entitled "Amount" in Paragraph 7.3A, of the
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Agreement, the amount "$137,500,000" is amended to read "$131,000,000" in both
places it appears.
2.6 Paragraph 7.3B of the Agreement is amended in full to read
as follows:
"B. Intentionally deleted."
2.7 Paragraph 7.4B of the Agreement is amended in full to read
as follows:
"B. Intentionally deleted."
2.8 In the column entitled "Ratio" in Paragraph 7.5A of the
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Agreement, the ratio "1.15:1.00" is amended to read "1.25:1.00."
2.9 Paragraph 7.5B of the Agreement is amended in full to read
as follows:
"B. Intentionally deleted."
2.10 Paragraph 7.6A of the Agreement is amended in full to read
as follows:
"A. If Facility No. 2 Option No. 1 is in effect to maintain
on a consolidated basis with all of its subsidiaries, except Sunflower
Racing, Inc. and its subsidiaries, a ratio of quick assets to current
liabilities, on a quarterly basis, of at least 0.60:1.00. `Quick
assets' means, without duplication, cash, cash equivalents, short-term
investments, restricted cash, net Casino lease receivables and related
interest receivables, other receivables and
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marketable securities not classified as long-term investments. Any
outstandings under Facility No. 1, excluding issued and outstanding
standby letters of credit, shall be included in current liabilities
for the purpose of this calculation."
2.11 Paragraph 7.6B of the Agreement is amended in full to read
as follows:
"B. Intentionally deleted."
2.12 Paragraph 7.7 of the Agreement is amended in full to read
as follows:
"B. Intentionally deleted."
3. Fee. Upon the execution of this Amendment, the Borrower will pay
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to the Bank a fee of Twenty Five Thousand Dollars ($25,000).
4. Representations and Warranties. When the Borrower signs this
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Amendment, the Borrower represents and warrants to the Bank that: (a) there is
no event which is, or with notice or lapse of time or both would be, a default
under the Agreement, (b) the representations and warranties in the Agreement are
true as of the date of this Amendment as if made on the date of this Amendment,
(c) this Amendment is within the Borrower's powers, has been duly authorized,
and does not conflict with any of the Borrower's organizational papers, and (d)
this Amendment does not conflict with any law, agreement, or obligation by which
the Borrower is bound.
5. Effect of Amendment. Except as provided in this Amendment, all
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of the terms and conditions of the Agreement shall remain in full force and
effect.
This Amendment is executed as of the date stated at the beginning of
this Amendment.
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx, Vice President
HOLLYWOOD PARK, INC.
By: /s/ X.X. Xxxxxxx
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X.X. Xxxxxxx, Chairman of the
Board and Chief Executive Officer
By: /s/ G. Xxxxxxx Xxxxxxxx
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G. Xxxxxxx Xxxxxxxx,
Executive Vice President and
Chief Financial Officer
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