EX-10.57 7 dex1057.htm AMENDMENT NO. 2 AND WAIVER TO FIRST LIEN CREDIT AGREEMENT AMENDMENT NO. 2 AND WAIVER (First Lien Credit Agreement)
Exhibit 10.57
AMENDMENT NO. 2 AND WAIVER
This Amendment No. 2 and Waiver, dated as of February 17, 2010 (this “Amendment”), to that certain First Lien Credit Agreement, dated as of June 14, 2007, as amended by that certain Amendment No. 1, dated as of August 10, 2009 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among GOLDEN NUGGET, INC., a Nevada corporation (the “Borrower”), XXXXXX’X RESTAURANTS, INC. (the “Parent”) solely with respect to the Parent’s obligation pursuant to Section 6.04 of the Credit Agreement, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Swing Line Bank and Issuing Bank, BANK OF AMERICA, N.A., as Syndication Agent, XXXXX FARGO FOOTHILL, INC., as Documentation Agent and XXXXX FARGO SECURITIES, LLC (formerly Wachovia Capital Markets, LLC), as Sole Arranger and Sole Bookrunner, is entered into among the Borrower, Parent, the Guarantors (as defined in the Credit Agreement), the Administrative Agent and the Lenders party hereto. Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement.
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT.
Effective as of the Second Amendment Effective Date (as defined in Section 2 below) and subject to the satisfaction (or due waiver) of the conditions set forth in Section 2 (Conditions Precedent) hereof, the Credit Agreement is hereby amended as follows:
1.1 Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the definitions of “Consolidated EBITDA” and “Financial Performance Covenants” in their entirety and inserting the following in lieu thereof (in correct alphabetical order):
““Consolidated EBITDA” means for any period, the sum of (without duplication) (a) Consolidated Net Income or Consolidated Net Loss, as the case may be, for such period plus (b) the sum of (i) Consolidated Interest Expense, (ii) income and franchise taxes, (iii) depreciation expense, (iv) amortization expense, (v) extraordinary losses, (vi) one time costs and fees related to the Second Amendment, (vii) non-cash items, in each case, which were deducted in determining Consolidated Net Income or Consolidated Net Loss, as the case may be, of the Borrower and its Subsidiaries on a Consolidated basis for such period, and (viii) fees paid pursuant to Section 2.08(f) minus (c) to the extent included in determining Consolidated Net Income or Consolidated Net Loss, as the case may be, of the Borrower and its Subsidiaries on a Consolidated basis for such period, (i) non-cash gains, (ii) gains arising from asset dispositions not in the ordinary course of business in excess of $2,000,000, (iii) non-cash gains under Hedge Agreements, and (iv) income attributable to the cancellation of any Debt. The historical Consolidated EBITDA for the relevant measurement period of entities (A) that are acquired by the Borrower or any of its Subsidiaries after the Closing Date as permitted under the Loan Documents will be included in the calculation of Consolidated EBITDA for the entire period of determination on a pro forma basis (determined in accordance with adjustments reasonably agreed by the Administrative Agent based on demonstrated cost savings and excluding extraordinary items) and (B) that are disposed of by the Borrower or any of its Subsidiaries after the Closing Date for the entire period of determination following such disposition, in each case, will be excluded in the calculation of Consolidated EBITDA; provided that, in the case of entities that are acquired by the Borrower or any of its Subsidiaries after the Closing Date, the Administrative Agent and the Lenders are furnished with audited financial statements, or if audited financial statements are not available, other financial statements reasonably acceptable to the Administrative Agent and the Required Lenders, of such entities (or if the acquisition is of a division or branch of a larger business or a group of businesses, the audited financial statements, or if audited financial statements are not available, other financial statements reasonably acceptable to the Administrative Agent and the Required Lenders, of such larger business or group of businesses, so long as the individual activities of the acquired entity are clearly reflected in such financial statements, together with a certificate certifying that the Borrower has reviewed the historical financial statements of the division or branch and that they reflect proper divisional accounting in relation to the large business or group of businesses), reasonably satisfactory to the Administrative Agent and the Required Lenders in all respects, confirming such historical results.
“Financial Performance Covenants” means the covenants of the Borrower set forth in Section 5.04.”
1.2 Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting the definition of “Interest Coverage Ratio” in its entirety.
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1.3 Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by deleting clause (i) of the definition of “Permitted Acquisition” and inserting the following in lieu thereof:
“(i) the Borrower shall have obtained the prior written consent of the Administrative Agent and the Required Lenders prior to the consummation of such acquisition; and”
1.4 Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by adding the following new definitions (in correct alphabetical order):
““Affiliate Subordinated Debt” means any Debt of the Borrower (a) that is issued to an Affiliate of the Borrower, (b) that is not assigned to any Person who is not an Affiliate of the Borrower, (c) that is subordinated in right and time of payment to the Obligations and containing such other terms and conditions, and subject to such documentation (including, without limitation, a subordination agreement which shall provide, among other things, that no cash payments may be made with respect to such Debt before the Obligations have been paid in full and all Commitments have terminated pursuant to the terms of the Credit Agreement) as requested by the Administrative Agent, in each case satisfactory to the Administrative Agent, (d) that is unsecured, (e) that has a maturity date on or after December 31, 2014, (f) that does not issue with an original issue discount, and (g) for which, at least 5 days prior to the issuance of such Debt (or such later date as acceptable to the Administrative Agent), the Borrower has provided written notice to the Administrative Agent setting forth the terms and conditions of such Debt, appending the applicable documents evidencing and relating to such debt (including a subordination agreement) and certifying as to the permissibility of such Debt under the terms of this Agreement, each in form and substance satisfactory to the Administrative Agent.
“Cage Cash” means cash in the form of United States dollars held at a casino in accordance with applicable Gaming Laws.
“Carry-Over Amount” has the meaning specified in Section 5.04(b).
“Excess Amount” has the meaning specified in Section 5.04(b).
“Growth Capital Expenditure” means Capital Expenditures in connection with (a) the purchase of a new casino, hotel, restaurant, bar or similar operation and (b) new hotel, casino, restaurant or bar construction (including, without limitation, any build-out or completion of any hotel rooms, common areas, casino, restaurant, bar or other similar operation at any existing hotel or casino) and other Pre-Opening Expenses; for the avoidance of doubt, de minimis expenditures with respect to unfinished floors of the Hotel Project and expenditures in connection with the retasking of existing space will not be deemed Growth Capital Expenditures.
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“Maintenance Capital Expenditure” means any Capital Expenditure that is not a Growth Capital Expenditure.
“Operating Liquidity” means, for any date of determination, the sum of (i) cash (including Cage Cash), (ii) cash equivalents (including, but not limited to, investments of the nature described in Section 5.02(c)(ii)) and (iii) the aggregate Unused Revolving Credit Commitments, minus (iv) Cage Cash.
“PIK Interest” means that amount of interest not paid in cash and capitalized on the date of such interest payment, compounded and added to the unpaid principal amount of the applicable Advances on the applicable interest payment date (whereupon from and after such date such additional amounts (i) shall also accrue interest and (ii) shall be treated as principal for all purposes).
“Pre-Opening Expenses” means costs incurred by the Borrower or any of its Subsidiaries prior to opening a casino, hotel, restaurant, bar or similar operation including wages and salaries, hourly employee recruiting and training, initial license fees, advertising, pre-opening parties, lease expenses, food costs, utilities, meals, lodging, and travel plus the cost of hiring and training the management team.
“Second Amendment” means the Amendment No. 2 and Waiver to the Credit Agreement, dated as of February 17, 2010, among the Borrower, the Parent, the Administrative Agent and the Lenders party thereto.
“Second Amendment Effective Date” has the meaning set forth in the Second Amendment.
“Succeeding Fiscal Year” has the meaning specified in Section 5.04(b).”
1.5 Section 2.06(b)(i)(E) (Excess Cash Flow) of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following in lieu thereof:
“(E) No later than five (5) days after the date set forth for delivery of annual financials pursuant to Section 5.03(b) the Borrower (commencing after the Completion) shall make mandatory principal prepayments of the Advances in the manner set forth in clause (F) below in an amount equal to fifty percent (50%) of Excess Cash Flow, if any, for such Fiscal Year; provided, however, the amount of any such mandatory principal prepayments for such applicable Fiscal Year shall be increased to an amount equal to seventy-five (75%) of Excess Cash Flow if after giving effect to such prepayment (at the 75% of Excess Cash Flow amount) the Borrower shall have Operating Liquidity of greater than $7,500,000; provided further that first prepayment pursuant to this Section 2.06(b)(i)(E) shall be for the Fiscal Year ending December 31, 2009.”
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1.6 Section 2.06(b)(i) of the Credit Agreement is hereby amended by inserting the following clause (G) at the end of such section:
1.7 Section 2.06(c) of the Credit Agreement is hereby amended by deleting the phrase “All prepayments under this subsection (b)” in its entirety and inserting the phrase “All prepayments under Section 2.06(b)” in lieu thereof.
1.8 Section 2.07(a) (Scheduled Interest) of the Credit Agreement is hereby amended by inserting the following subsection (iii) at the end of such section:
“(iii) PIK Interest. On each date on which interest is to be paid pursuant to this subsection (a), interest in addition to the interest required under Section 2.07(a)(i), Section 2.07(a)(ii) and Section 2.07(b) in an amount equal to 1.00% per annum of the unpaid Advances in the form of PIK Interest or, upon prior written notice to the Administrative Agent by the Borrower, such additional amount of interest may be paid in cash on such date.”
1.9 Section 2.07(b) (Default Interest) of the Credit Agreement is hereby amended by adding the following sentence at the end of such section:
“For the avoidance of doubt, Default Interest may begin to accrue upon the occurrence of the Event of Default first giving rise thereto, notwithstanding the date on which notice of such Event of Default was sent or received by the Administrative Agent, the Borrower or any of the Borrower’s Subsidiaries.”
1.10 Section 2.08 (Fees) of the Credit Agreement is hereby amended by adding the following clause (f):
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1.11 Section 4.01 (Representations and Warranties) of the Credit Agreement is hereby amended by adding the following clauses (mm) and (nn):
“(mm) The proceeds of each Revolving Credit Advance made on or after the Second Amendment Effective Date shall be used solely to fund the immediate working capital needs of the Borrower and its Subsidiaries, in each case subject to the terms and conditions of this Agreement.
“(nn) Prior to the Second Amendment Effective Date, the Borrower has maintained Cage Cash in an aggregate amount of not less than $5,000,000, and the maintenance of such amount of Cage Cash was in compliance with the applicable Gaming Laws at such time, and the continued maintenance of such amount of Cage Cash after the Second Amendment Effective Date is sufficient to operate the Borrower’s business consistent with past practices.”
1.12 Section 5.01(s) (Capital Expenditures) of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following in lieu thereof:
“(s) [Reserved].”
1.13 Section 5.02(a) (Limitations on Indebtedness) of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following in lieu thereof:
“(a) Limitations on Indebtedness. Create, incur, assume or suffer to exist any Debt except:
(i) Debt incurred pursuant to the Loan Documents (excluding Hedge Agreements permitted pursuant to the following clause) and Second Lien Loan Documents;
(ii) Debt incurred in connection with a Hedge Agreements (A) with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent or (B) required pursuant to Section 5.01(p); provided that any counterparty that is a Lender shall be deemed satisfactory to the Administrative Agent;
(iii) Debt existing on the Second Amendment Effective Date and not otherwise permitted under this Section and listed on Schedule 4.01(v), and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof; provided that the principal amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;
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(iv) Debt of the Borrower and its Subsidiaries incurred in connection with Capitalized Leases before the Second Amendment Effective Date and listed on Schedule 5.02(a)(iv) hereto;
(v) purchase money Debt of the Borrower and its Subsidiaries incurred before the Second Amendment Effective Date and listed on Schedule 5.02(a)(v) hereto;
(vi) [Reserved].
(vii) Guaranties in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders;
(viii) Guaranties with respect to Debt permitted pursuant to clauses (i) through (v) of this subsection;
(ix) Affiliate Subordinated Debt issued for the sole purpose of funding, and the proceeds thereof are in fact promptly used to fund: (A) (I) the transactions contemplated in Section 2.3 of the Second Amendment in an amount not to exceed $30,000,000, (II) the transactions contemplated in Section 2.4 of the Second Amendment in an amount equal to $20,000,000, (III) the transactions contemplated in Section 2.5, Section 2.6 and Section 2.7 of the Second Amendment and (IV) either (x), so long as no Default or Event of Default shall have occurred and be continuing or would occur after giving effect thereto, from the Second Amendment Effective Date until December 31, 2010, the repayment of Advances (as defined in the Second Lien Credit Agreement) at a discount of no less than the discount at which Advances (as defined in the Second Lien Credit Agreement) were repaid pursuant to the repayment transactions contemplated in Section 2.3 of the Second Amendment, in each case subject to terms and conditions, including without limitation documentation, acceptable to the Administrative Agent, or (y) the repayment of Term Advances made pursuant to Section 2.06(b)(i)(G); provided that the Affiliate Subordinated Debt issued pursuant to this clause (A) shall not exceed $51,000,000 in the aggregate; (B) increases in the Borrower and its Subsidiaries’ Cage Cash or Operating Liquidity so long as (x) the issuance of the Affiliate Subordinated Debt is necessary for the Borrower and its Subsidiaries to achieve the minimum financial covenants set forth in Section 5.04(c) and 5.04(d) at the time such Affiliate Subordinated Debt is issued, (y) the Borrower delivers to the Administrative Agent written notice, in form and substance reasonably acceptable to the Administrative Agent, describing the issuance of such Affiliate Subordinated Debt and the surrounding circumstances at least 5 Business Days prior to the issuance of such Affiliate Subordinated Debt and (z) the aggregate amount of all Affiliate Subordinated Debt permitted pursuant to this clause (B) is equal to or less than $5,000,000 in the aggregate; and (C) made for the sole purpose of paying amounts due under
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Section 2.08(f) so long as (x) the aggregate amount of all Affiliate Subordinated Debt permitted pursuant to this clause (C) is equal to or less than $3,000,000 in the aggregate and (y) the amount of all Affiliate Subordinated Debt permitted pursuant to this clause (C) in any twelve month period is equal to or less than $2,000,000 in the aggregate.
(x) [Reserved].
(xi) Debt incurred in the ordinary course of business and in amounts generally consistent with historical practice in respect of obligations of the Borrower or any Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services that are paid by the Borrower or such Subsidiary in accordance with the applicable payment terms in an aggregate amount not to exceed $5,000,000 at any time; and
(xii) Debt of any Loan Party owed to any other Loan Party in an aggregate amount not to exceed $50,000,000 at any time;
provided, that no agreement or instrument with respect to Debt permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of the Borrower to make any payment to the Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to pay the Obligations.”
1.14 Section 5.02(c) (Limitations on Loans, Advances, Investments and Acquisitions) of the Credit Agreement is hereby amended by deleting clauses (i) and (viii) in their entirety and inserting the following in lieu thereof:
“(i) investments in (A) in Loan Parties existing on the Closing Date, (B) in Loan Parties formed or acquired after the Closing Date so long as the Borrower and the Loan Parties comply with the applicable provisions of Section 5.02(l) and (C) in the other loans, advances and investments described on Schedule 5.02(c)(i) existing on the Second Amendment Effective Date.
(viii) [Reserved].”
1.15 Section 5.02(f) (Limitations on Dividends and Distributions) of the Credit Agreement is hereby amended by deleting clauses (iv) and (v) in their entirety and inserting the following in lieu thereof :
“(iv) [Reserved].
(v) Restricted Payments made before the Second Amendment Effective Date and listed on Schedule 5.02(f)(v).”
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1.16 Section 5.02(h) (Transactions with Affiliates) of the Credit Agreement is hereby amended by deleting clause (A) of such section in its entirety and inserting the following in lieu thereof:
“transactions permitted by Section 5.02(c), (d), (f) and (g) and the issuance of Affiliate Subordinated Debt permitted by Section 5.02(a)(ix);”
1.17 Section 5.02(h) (Transactions with Affiliates) of the Credit Agreement is hereby amended by deleting the proviso in clause (D) in its entirety and inserting the following in lieu thereof:
“provided that for all transactions in excess of $3,000,000, the Borrower shall deliver written notice of such transaction and the circumstances surrounding it to the Administrative Agent at least 10 days prior to the date of consummation of such transaction and, if requested by the Administrative Agent or if such transaction is in excess of $5,000,000, an opinion as to the fairness to the Borrower or such Subsidiary of such transaction or series of related transactions (other than Restricted Payments and cost reimbursements) from a financial point of view issued by an independent accounting, appraisal or investment banking firm of national standing or a comparable report, certification or recommendation by an executive compensation consulting firm of national standing, as applicable.”
1.18 Section 5.02(j) (Amendment; Payments and Prepayments of Subordinated Debt) of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following in lieu thereof:
“(j) Amendments; Payments and Prepayments of Subordinated Debt and Affiliate Subordinated Debt.
(i) Amend or modify (or permit the modification or amendment of) any of the terms or provisions of any Subordinated Debt or Affiliate Subordinated Debt in any respect which would shorten the maturity thereof, increase the principal amount thereof, increase the interest rate thereof or alter the subordination provisions.
(ii) Cancel, forgive, make any payment or prepayment on, or redeem or acquire for value (including, without limitation, by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due), any Subordinated Debt or Affiliate Subordinated Debt.”
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1.19 Section 5.02(r) (Sales and Leasebacks) of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following in lieu thereof:
1.20 Section 5.02 (Negative Covenants) of the Credit Agreement is hereby amended by adding the following clause (v):
“(v) Enter into, incur liability under or be subject to operating leases in which the Borrower or its Subsidiaries, as applicable, is the lessee that, in the aggregate, result in payment obligations which, on an annualized basis, exceed $750,000 on any date of determination, excluding existing operating leases in effect on the Second Amendment Effective Date, as may be extended or renewed, and any operating leases which are used solely to replace assets that were previously subject to operating leases by the Borrower or its Subsidiaries.”
1.21 Section 5.03 (Reporting Requirements) of the Credit Agreement is hereby amended by adding the following clause (o):
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1.22 Section 5.04 (Financial Covenants) of the Credit Agreement is hereby amended by deleting clauses (a) and (b) in their entirety and inserting the following clauses (a), (b), (c) and (d) in lieu thereof:
“(a) Minimum Consolidated EBITDA. Fail to maintain or achieve Consolidated EBITDA of at least the amount set forth in the following table for the applicable fiscal period set forth opposite thereto:
| Period | EBITDA Covenant | ||
| Quarter ending March 31, 2010 | $ | 10,810,000 | |
| Quarter ending June 30, 2010 | $ | 10,603,000 | |
| Quarter ending September 30, 2010 | $ | 6,425,000 | |
| Quarter ending December 31, 2010 | $ | 7,862,000 | |
| Quarter ending March 31, 2011 | $ | 12,693,000 | |
| Quarter ending June 30, 2011 | $ | 11,865,000 | |
| Quarter ending September 30, 2011 | $ | 8,678,000 | |
| Quarter ending December 31, 2011 | $ | 9,264,000 | |
| Twelve month period ending March 31, 2012 | $ | 42,500,000 | |
| Twelve month period ending June 30, 2012 | $ | 42,500,000 | |
| Twelve month period ending September 30, 2012 | $ | 42,500,000 | |
| Twelve month period ending December 31, 2012 | $ | 46,750,000 | |
| Twelve month period ending March 31, 2013 | $ | 46,750,000 | |
| Twelve month period ending June 30, 2013 | $ | 46,750,000 | |
| Twelve month period ending September 30, 2013 | $ | 46,750,000 | |
| Twelve month period ending December 31, 2013 | $ | 51,000,000 | |
| Twelve month period ending March 31, 2014 | $ | 51,000,000 | |
| Twelve month period ending June 30, 2014 | $ | 51,000,000 |
(b) Capital Expenditures. Permit the sum of the Borrower and its Subsidiaries’ Capital Expenditures (excluding the amount, if any, of Capital Expenditures made with Net Cash Proceeds reinvested pursuant to the proviso in Section 2.06(b)(i)(D)) for the following periods to be greater than the corresponding amount set forth below:
| Period | Capex Covenant | ||
| Fiscal Year ending December 31, 2010 | $ | 3,000,000 | |
| Fiscal Year ending December 31, 2011 | $ | 5,000,000 | |
| Fiscal Year ending December 31, 2012 | $ | 6,000,000 | |
| Fiscal Year ending December 31, 2013 | $ | 6,000,000 | |
| Six fiscal months ending June 30, 2014 | $ | 3,000,000 |
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provided that if the amount of the Capital Expenditures permitted to be made in any Fiscal Year as set forth in the above table is greater than the actual amount of the Capital Expenditures (excluding the amount, if any, of Capital Expenditures made with Net Cash Proceeds reinvested pursuant to the proviso in Section 2.06(b)(i)(D)) actually made in such Fiscal Year (the amount by which such permitted Capital Expenditures for such Fiscal Year exceeds the actual amount of Capital Expenditures for such Fiscal Year, the “Excess Amount”), then the lesser of (i) such Excess Amount and (ii) $2,500,000 (such lesser amount referred to as the “Carry-Over Amount”) may be carried forward to the immediately succeeding Fiscal Year (the “Succeeding Fiscal Year”) for purposes of complying with this Section 5.04(b); provided further that the Carry-Over Amount applicable to a particular Succeeding Fiscal Year may not be used in that Fiscal Year until the amount permitted above to be expended in such Fiscal Year has first been used in full and the Carry-Over Amount applicable to a particular Succeeding Fiscal Year may not be carried forward to another Fiscal Year.
Notwithstanding any other provision of this Credit Agreement or any other Loan Document, the Borrower and its Subsidiaries shall not make any Capital Expenditures other than Maintenance Capital Expenditures.
(c) Minimum Operating Liquidity. Permit Operating Liquidity to be less than $2,000,000 at any time.
(d) Minimum Cage Cash. Permit Cage Cash to be less than $5,000,000, or such greater amount as may be required under applicable Gaming Laws, at any time.”
1.23 Section 6.01 (Events of Default) of the Credit Agreement is hereby amended by deleting clause (v) of such section in its entirety and inserting the following in lieu thereof:
“(v) the subordination provisions of any Subordinated Debt or any Affiliate Subordinated Debt cease to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of such subordination provisions;”
1.24 Schedule 4.01(v) to the Credit Agreement is hereby amended by deleting such schedule in its entirety and inserting Schedule 4.01(v) (Surviving Debt) attached hereto in lieu thereof.
1.25 Schedule 5.02(a)(iv) attached hereto is hereby added as Schedule 5.02(a)(iv) (Capitalized Leases) to the Credit Agreement.
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1.26 Schedule 5.02(a)(v) attached hereto is hereby added as Schedule 5.02(a)(v) (Purchase Money Debt) to the Credit Agreement.
1.27 Schedule 5.02(c)(i) to the Credit Agreement is hereby amended by deleting such schedule in its entirety and inserting Schedule 5.02(c)(i) (Investments in Subsidiaries) attached hereto in lieu thereof.
1.28 Schedule 5.02(f)(v) attached hereto is hereby added as Schedule 5.02(f)(v) (Restricted Payments) to the Credit Agreement.
1.29 Schedule 5.02(r) attached hereto is hereby added as Schedule 5.02(r) (Sale-and-Leaseback Transactions) to the Credit Agreement.
SECTION 2. CONDITIONS PRECEDENT
This Amendment shall become effective as of the date (the “Second Amendment Effective Date”) on which each of the following conditions precedent shall have been satisfied or duly waived:
(a) this Amendment, with all corresponding schedules, duly executed by the Borrower, on behalf of itself and each other Loan Party, the Administrative Agent, and the Required Lenders;
(b) an amendment to the Second Lien Credit Agreement, duly executed by the Borrower, Second Lien Administrative Agent and the other Second Lien Secured Parties necessary to give effect thereto (the “Second Lien Amendment”);
(c) evidence that the maturity of that certain Promissory Note dated November 2, 2005 payable to K&F Limited Partnership (the “Seller Note”) has been extended to a date not earlier than November 2, 2014 and that any revised terms of the Seller Note are satisfactory to Administrative Agent;
(d) for each Loan Party, a certificate by an officer of such Loan Party reasonably acceptable to the Administrative Agent appending (i) such Loan Party’s articles of incorporation (or corporate charter or similar organizational documents), together with all amendments thereto, (ii) such Loan Party’s bylaws, together with all amendments thereto, (iii) resolutions of such Loan Party’s board of directors (or equivalent governing body), approving and authorizing the execution, delivery and performance of this Amendment and all transactions and documents related thereto, (iv) good standing certificates dated within 10 Business Days of the Second Amendment Effective Date from the applicable Governmental Authority of the state of incorporation of such Loan Party and each other state where a failure by such Loan Party to maintain good standing therein could cause a Material Adverse Effect and (v)
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signature and incumbency information for each of the officers of such Loan Party executing this Amendment and any documents related thereto, with each of the foregoing certified as of the Second Amendment Effective Date by such officer as being in full force and effect without any modification or amendment;
(e) a certificate by the Chief Financial Officer of each Loan Party, dated the Second Amendment Effective Date, stating that since the Closing Date (i) no litigation, proceedings or investigations have been commenced which could reasonably be expected to have a Material Adverse Effect or could challenge any of the transactions contemplated by the Credit Agreement, the Second Amendment or any other Loan Document, (ii) there have been no Restricted Payments that were not permitted under the terms of the Credit Agreement as in effect at the time such Restricted Payment was made, and (iii) there has been no material increase in liabilities, liquidated or contingent, other than Advances under the Credit Agreement, and no material decrease in assets of the Borrower and its Subsidiaries, except to the extent that the value of existing assets has decreased;
(f) an opinion of counsel, including regulatory and gaming counsel, for the Loan Parties with respect to the Second Amendment and the transactions contemplated thereby, in form and substance satisfactory to the Administrative Agent and its counsel;
(g) a duly executed subordination agreement in form and substance satisfactory to the Administrative Agent with regards to Affiliate Subordinated Debt incurred by the Borrower on the Second Amendment Effective Date, subordinating such Debt in right and time of payment to the Obligations and containing such other terms and conditions satisfactory to the Administrative Agent; and
(h) such additional documentation related to this Amendment as the Administrative Agent may reasonably require.
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repayment/purchase notice sent to the Lenders (as defined in the Second Lien Credit Agreement) by the Borrower, and such Lenders (as defined in the Second Lien Credit Agreement) shall have canceled the principal amount of such Advances (as defined in the Second Lien Credit Agreement) and such Advances (as defined in the Second Lien Credit Agreement) shall be deemed fully extinguished and canceled as of the Second Amendment Effective Date for all purposes by delivery to the Administrative Agent and the Borrower by each such Lender (as defined in the Second Lien Credit Agreement) of a duly executed repayment agreement. For the avoidance of doubt, the Lenders hereby waive all requirements under the Credit Agreement and the other Loan Documents to the extent necessary to give effect to the transactions referred to in this Section 2.3.
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SECTION 4. REPRESENTATIONS AND WARRANTIES
The Borrower, on behalf of itself and each Loan Party, hereby represents and warrants to the Administrative Agent and each Lender, with respect to all Loan Parties, and, solely with respect to Section 4.2 as to Parent, Parent represents and warrants to the Administrative Agent, as follows:
SECTION 5. ADDITIONAL COVENANT AND AGREEMENT
Notwithstanding any term contained in the Credit Agreement or any other Loan Document, on or after the Second Amendment Effective Date the Borrower and its
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Subsidiaries shall neither exercise nor have the benefit of the Cure Right or any other benefit contained in Section 6.03 of the Credit Agreement with respect to any Default or Event of Default, whether such Default or Event of Default arose before, on or after the Second Amendment Effective Date, except to the extent the Cure Right was exercised prior to the date hereof.
SECTION 6. CONDITION SUBSEQUENT
SECTION 7. ACKNOWLEDGMENT; RELEASE AND COVENANT NOT TO XXX
7.1 Acknowledgment and Reaffirmation of Obligations. The Borrower hereby acknowledges, confirms and agrees that as of the close of business on February 16, 2010, that the Borrower is indebted to the Administrative Agent and the Lenders for loans, advances and other financial accommodations under the Loan Documents in the following principal amounts:
| Revolving Credit Advances | $ | 41,755,039.99 | |
| Initial Term Advances | $ | 208,950,000.00 | |
| Additional Term Advances | $ | 116,545,365.20 | |
| Swingline Advances | $ | 0.00 | |
| Letter of Credit Exposure | $ | 2,244,960.00 |
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All such Obligations owing by the Borrower, together with interest accrued and accruing thereon, and all fees, costs, expenses and other charges now or hereafter payable by the Borrower to the Administrative Agent and each Lender, are unconditionally owing by the Borrower to the Administrative Agent and each Lender, without offset, defense, withholding, counterclaim or deduction of any kind, nature or description whatsoever. The Borrower hereby acknowledges that the Loan Documents to which it is a party and the Obligations constitute the valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity), and the Borrower hereby reaffirms its obligations under the Loan Documents. Without limiting the generality of the foregoing, the Borrower hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement and the Loan Documents in each case effective as of the date hereof.
8.2 Reference to and Effect on the Loan Documents.
(a) As of the Effective Date, each reference in the Credit Agreement and the other Loan Documents to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended and as waived hereby with respect to the certain requirements outlined above, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument.
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(b) Except as expressly amended hereby, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any Loan Document, or constitute a waiver or amendment of any other provision of the Credit Agreement or any Loan Document (as amended hereby) except as and to the extent expressly set forth herein.
(d) The Borrower and (by its acknowledgement hereof as set forth on the signature pages hereto) each other Loan Party, hereby confirms that the guaranties, security interests and liens granted pursuant to the Loan Documents continue to guarantee and secure the Obligations as set forth in the Loan Documents and that such guaranties, security interests and liens remain in full force and effect.
8.4 Governing Law. This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with, the laws of the State of New York.
[Signature Pages Follow]
-19-
| GOLDEN NUGGET, INC. | ||||
| By: | /s/ Xxxx X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | S.V.P. | |||
| XXXXXX’X RESTAURANTS, INC. | ||||
| By: | /s/ Xxxxxx X. Xxxxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxxxx | |||
| Title: | E.V.P. & General Cousel | |||
| GNLV, CORP. | ||||
| By: | /s/ Xxxx X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | S.V.P. | |||
| GNL, CORP. | ||||
| By: | /s/ Xxxx X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | S.V.P. |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| LGE, INC. | ||||
| By: | /s/ Xxxx X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | S.V.P. | |||
| GOLDEN NUGGET EXPERIENCE, LLC. | ||||
| By: | /s/ Xxxx X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | S.V.P. |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Lender | ||||
| By: | /s/ X. X. Xxxx | |||
| Name: | M. C. Hyde | |||
| Title: | MD/SVP |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Galaxy V CLO, LTD | ||||
| By: PineBridge Investments Corp,. | ||||
| its Collateral Manager | ||||
| American International Group, Inc. | ||||
| By: PineBridge Investments Corp,. | ||||
| Its Investment Advisor | ||||
| as Lender | ||||
| By: | /s/ Xxxx Xxxxxx Xxxxxxx | |||
| Name: | Xxxx Xxxxxx Xxxxxxx | |||
| Title: | Vice President |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| AIB Debt Management Ltd., as Lender | ||||
| By: | /s/ Xxxx Xxxxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx Xxxxxx | |||
| Title: | Vice President | |||
| Investment Advisor to | ||||
| AIB Debt Management, Limited | ||||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Assistant Vice President | |||
| Investment Advisor to | ||||
| AIB Debt Management, Limited |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Apidos CDO II, as Lender, by its investment adviser Apidos Capital Management, LLC | ||||
| By: | /s/ Xxxxxxxx Xxxxxxxxxxx | |||
| Name: | Xxxxxxxx Xxxxxxxxxxx | |||
| Title: | Authorized Signatory | |||
| Apidos CDO IV, as Lender, by its investment adviser Apidos Capital Management, LLC | ||||
| By: | /s/ Xxxxxxxx Xxxxxxxxxxx | |||
| Name: | Xxxxxxxx Xxxxxxxxxxx | |||
| Title: | Authorized Signatory |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| [Illegible], as Lender | ||||
| By FS COA Management LLC, as Investment Manager | ||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Manager |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| XXXXX LOAN FUND 2007-I, LTD. | ||
| BABSON CLO LTD. 2003-I | ||
| BABSON CLO LTD. 2004-I | ||
| BABSON CLO LTD. 2005-I | ||
| BABSON CLO LTD. 2005-II | ||
| BABSON CLO LTD. 2005-III | ||
| BABSON CLO LTD. 2006-I | ||
| BABSON CLO LTD. 2006-II | ||
| BABSON CLO LTD. 2007-I | ||
| BABSON CLO LTD. 2008-I | ||
| BABSON CLO LTD. 2008-II | ||
| BABSON LOAN OPPORTUNITY CLO, LTD. | ||
| SAPPHIRE VALLEY CDO I, LTD. | ||
| By: Babson Capital Management LLC as Collateral Manager | ||
| By: | /s/ Illegible | |
| Name: | Illegible | |
| Title: | Director | |
| MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY | ||
| C.M. LIFE INSURANCE COMPANY | ||
| XXXX & XXXXXXX XXXXX FOUNDATION TRUST | ||
| By: Babson Capital Management LLC as Investment Adviser | ||
| By: | /s/ Illegible | |
| Name: | Illegible | |
| Title: | Director | |
| BABSON CAPITAL LOAN PARTNERS L.L.P. | ||
| CASCADE INVESTMENT L.L.C. | ||
| XXXXX INVESTMENT CORPORATION | ||
| By: Babson Capital Management LLC as Investment Manager | ||
| By: | /s/ Illegible | |
| Name: | Illegible | |
| Title: | Director | |
| VINACASA CLO, LTD. | ||
| By: Babson Capital Management LLC as Collateral Servicer | ||
| By: | /s/ Illegible | |
| Name: | Illegible | |
| Title: | Director |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| XELO VII LIMITED | ||
| By: Babson Capital Management LLC as Sub-Advisor | ||
| By: | /s/ Illegible | |
| Name: | Illegible | |
| Title: | Director |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Grand Central Asset Trust, Cameron I Series, as Lender | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Attorney-In-Fact |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| SWISS CAPITAL PRO LOAN LIMITED | ||
| For and on Behalf of BNY Mellon Trust Company (Ireland) | ||
| Limited under power of attorney | ||
| By: | /s/ Illegible | |
| Name: | Illegible | |
| Title: | VP |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| BANK OF AMERICA, N.A., as Lender | ||
| By: | /s/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | ||
| Title: SVP |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| BlackRock Floating Rate Income Trust BlackRock Senior Income Series BlackRock Senior Income Series II BlackRock Senior Income Series IV BlackRock Senior Income Series V Limited Magnetite VCLO, Limited as Lender | ||
| By: | /s/ Illegible | |
| Name: Illegible | ||
| Title: Authorized Signatory |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| By: Callidus Debt Partners CLO Fund III, Ltd. | ||
| By: Its Collateral Manager, | ||
| Callidus Capital Management, LLC | ||
| [______________________], as Lender | ||
| By: | /s/ Xxx Xxxxxxxx | |
| Name: Xxx Xxxxxxxx | ||
| Title: Principal |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| By: Callidus Debt Partners CLO Fund IV, Ltd. | ||
| By: Its Collateral Manager, | ||
| Callidus Capital Management, LLC | ||
| [______________________], as Lender | ||
| By: | /s/ Xxx Xxxxxxxx | |
| Name: Xxx Xxxxxxxx | ||
| Title: Principal |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| By: Callidus Debt Partners CLO Fund V, Ltd. | ||
| By: Its Collateral Manager, | ||
| Callidus Capital Management, LLC | ||
| [______________________], as Lender | ||
| By: | /s/ Xxx Xxxxxxxx | |
| Name: Xxx Xxxxxxxx | ||
| Title: Principal |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| By: Callidus Debt Partners CLO Fund VI, Ltd. | ||
| By: Its Collateral Manager, | ||
| Callidus Capital Management, LLC | ||
| [______________________], as Lender | ||
| By: | /s/ Xxx Xxxxxxxx | |
| Name: Xxx Xxxxxxxx | ||
| Title: Principal |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| By: Callidus Debt Partners CLO Fund VII, Ltd. | ||
| By: Its Collateral Manager, | ||
| Callidus Capital Management, LLC | ||
| [______________________], as Lender | ||
| By: | /s/ Xxx Xxxxxxxx | |
| Name: Xxx Xxxxxxxx | ||
| Title: Principal |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| By: MAPS CLO Fund II, Ltd. | ||
| By: Its Collateral Manager, | ||
| Callidus Capital Management, LLC | ||
| [______________________], as Lender | ||
| By: | /s/ Xxx Xxxxxxxx | |
| Name: Xxx Xxxxxxxx | ||
| Title: Principal |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| SAN XXXXXXX CLO I, as Lender | ||
| By: | /s/ Xxxx X. Xxxxxxxxx | |
| Name: Xxxx X. Xxxxxxxxx | ||
| Title: Co-President | ||
| Xxxxxxxxx Pacific Asset Management LLC |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| SHASTA CLO I, as Lender | ||
| By: | /s/ Xxxx X. Xxxxxxxxx | |
| Name: Xxxx X. Xxxxxxxxx | ||
| Title: Co-President | ||
| Xxxxxxxxx Pacific Asset Management LLC |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Atrium IV, as Lender | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Authorized Signatory |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Atrium V | ||||
| [Illegible], as Lender | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Authorized Signatory |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Castle Garden Funding, as Lender | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Authorized Signatory |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Credit Suisse Syndicated Lease Fund | ||||
| [Illegible], as Lender | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Authorized Signatory |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Madison Park Funding V, Ltd. | ||||
| [Illegible], as Lender | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Authorized Signatory |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Madison Park Funding IV, Ltd. | ||||
| [Illegible] as Lender | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Authorized Signatory |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Madison Park Funding III, Ltd. | ||||
| By Credit Suisse Alternative Capital, Inc., as collateral manager, as Lender | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Authorized Signatory |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Madison Park Funding I, Ltd, as Lender | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Authorized Signatory |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Madison Park Funding II, Ltd, | ||||
| By Credit Suisse Alternative Capital, Inc. as collateral manager, as Lender | ||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Authorized Signatory |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Credit Suisse Global Income Fund, as Lender | ||||
| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | Director, Alternative Investments Authorised Signatory |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Flagship CLO III | ||
| By: Deutsche Investment Management Americas, Inc, (as successor in interest to Deutsehe Asset Management, Inc.) As Sub-Adviser | ||
| By: | /s/ Xxxx X. Xxxxx | |
| Xxxx X. Xxxxx, Managing Director | ||
| By: | /s/ Xxxxxxx R Kathiwalla | |
| Name: Xxxxxxx R Kathiwalla | ||
| Title: Vice President |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Flagship CLO IV | ||
| By: Deutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc.) As Sub-Adviser | ||
| By: | /s/ Xxxx X. Xxxxx | |
| Xxxx X. Xxxxx, Managing Director | ||
| By: | /s/ Xxxxxxx R Kathiwalla | |
| Name: Xxxxxxx R Kathiwalla | ||
| Title: Vice President |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Flagship CLO V | ||
| By: Dsutsche Investment Management Americas, Inc. (as successor in interest to Deutsche Asset Management, Inc.) As Collateral Manager | ||
| By: | /s/ Xxxx X. Xxxxx | |
| Xxxx X. Xxxxx, Managing Director | ||
| By: | /s/ Xxxxxxx R Kathiwalla | |
| Name: Xxxxxxx R Kathiwalla | ||
| Title: Vice President |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Flagship CLO VI | ||
| By: Deutsche Investment Management Americas, Inc. As Collateral Manager | ||
| By: | /s/ Xxxx X. Xxxxx | |
| Xxxx X. Xxxxx, Managing Director | ||
| By: | /s/ Xxxxxxx R Kathiwalla | |
| Name: Xxxxxxx R Kathiwalla | ||
| Title: Vice President |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| FirstLight Funding I, Ltd., as Lender | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Authorised Signatory |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Foothill CLO I, Ltd. | ||
| By: The Foothill Group, Inc., as attorney-in-fact, as Lender | ||
| By: | /s/ Xxxx Bobannon | |
| Name: Xxxx Bobannon | ||
| Title: Managing Member |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Xxxxx Fargo Capital Finance, Inc., as Lender | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: VP |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| [Illegible], as Lender | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Duly Authorized Signatory |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| GC Capital Opportunity 2 Loan Ltd., as Lender | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxx | ||
| Title: Designated Signatory |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Xxxxx Capital Management CLO 2007-1 Ltd., as Lender | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxx | ||
| Title: Designated Signatory |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Xxxxx Capital Senior Loan Opportunity Fund, Ltd., as Lender | ||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Designated Signatory |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Xxxxx Capital Partners Funding 2007-1 Ltd., as Lender | ||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Designated Signatory |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| XXXX FORCE 4 CLO, LTD. | ||||
| By: GSO/BLACKSTONE Debt Funds Management LLC as Collateral Manager, as a Lander | ||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: Xxxxxx X. Xxxxx | ||||
| Title: Authorized Signatory |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| 1888 Fund, Ltd., as Lender | ||||
| By: Guggenheim Investment Management, LLC, as its Collateral Manager | ||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Managing Director | |||
| Copper River CLO Ltd., as Lender | ||||
| By: Guggenheim Investment Management, LLC, as its Collateral Manager | ||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Managing Director | |||
| CLC Leveraged Loan Trust, as Lender | ||||
| By: Challenger Property Nominees PTY Limited as Trustee | ||||
| By: Guggenheim investment Management, LLC, as Manager | ||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Managing Director |
Amendment No. 2 To First Lien Credit Agreement
| The Hartford Mutual Funds, Inc., on behalf of | ||||
| The Hartford Floating Rate Fund, as Lender | ||||
| By: | Hartford Investment Management Company | |||
| Its Investment Manager | ||||
| By: | /s/ J. Xxxxx Xxx | |||
| Name: | J. Xxxxx Xxx | |||
| Title: | Managing Director and | |||
| Chief Investment Officer | ||||
| Hartford Life Insurance Company, as Lender | ||||
| By: | Hartford Investment Management Company | |||
| Its Agent and Attorney-in-Fact | ||||
| By: | /s/ J. Xxxxx Xxx | |||
| Name: | J. Xxxxx Xxx | |||
| Title: | Managing Director and | |||
| Chief Investment Officer |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Bushnell Loan Fund II, Ltd., as Lender | ||||
| By: | /s/ Xxxxxxx X. Xxxx | |||
| Name: | Xxxxxxx X. Xxxx | |||
| Title: | Assistant Vice President |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| ING Prime Rate Trust | ||||
| By: | ING Investment Management Co., | |||
| as its investment manager | ||||
| ING Senior Income Fund | ||||
| By: | ING Investment Management Co., | |||
| as its investment manager | ||||
| ING Investment Management CLO I, LTD. | ||||
| By: | ING Investment Management Co., | |||
| as its investment manager | ||||
| ING Investment Management CLO II, LTD. | ||||
| By: | ING Alternative Asset Management LLC, | |||
| as its investment manager | ||||
| ING Investment Management CLO III, LTD. | ||||
| By: | ING Alternative Asset Management LLC, | |||
| as its investment manager | ||||
| ING Investment Management CLO IV, LTD. | ||||
| By: | ING Alternative Asset Management LLC, | |||
| as its investment manager | ||||
| ING Investment Management CLO V, LTD. | ||||
| By: | ING Alternative Asset Management LLC, | |||
| as its investment manager | ||||
| ING International (II) - Senior Bank Loans Euro | ||||
| By: | ING Investment Management Co., | |||
| as its investment manager | ||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Assistant Vice President |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| ATLANTIS FUNDING LTD. | ||||
| By: | INVESCO Senior Secured Management, Inc. | |||
| As Collateral Manager | ||||
| By: | /s/ Xxxxxx Xxxxx | |||
| Name: | Xxxxxx Xxxxx | |||
| Title: | Authorized Signatory |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Genesis CLO 20072 LTD, as Lender | ||||
| by: | LLCP Advisors LLC | |||
| as collateral Manager | ||||
| By: | Illegible | |||
| Name: | Illegible | |||
| Title: | Vice President |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| as Lenders | ||||
| Arkansas Public Employees Retirement System | ||||
| MacKay Short Duration Alpha Fund | ||||
| New York Life Insurance Company (Guaranteed Products) | ||||
| New York Life Insurance Company, GP - Portable Alpha | ||||
| MacKay Xxxxxxx Core Plus Alpha Fund Ltd. | ||||
| Northrop Grumman Pension Master Trust | ||||
| By: MacKay Xxxxxxx LLC, as Investment adviser and not individually | ||||
| By: | /s/ Xxx Xxxxxxx | |||
| Name: Xxx Xxxxxxx | ||||
| Title: Sr. Managing Director |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Xxxxxx Xxxxxxx Prime Income Trust, as Lender | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Vice President |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| QUALCOMM Global Trading, Inc. | ||
| By: Xxxxxx Xxxxxxx Investment Management Inc. as Investment Manager, as Lender | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Vice President |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Zodiac Fund – Xxxxxx Xxxxxxx US Senior Loan Fund | ||
| By: Xxxxxx Xxxxxxx Investment Management Inc. as Investment Manager, as Lender | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Vice President |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Natixis, as Lender | ||
| By: | /s/ Xxxx X. Xxxxxxxxxx | |
| Name: Xxxx X. Xxxxxxxxxx | ||
| Title: Managing Director | ||
| [Illegible] | ||
| Managing Director |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| NAVIGARE FUNDING II CLO LTD | ||
| By: Navigare Partners LLC as collateral manager, as Lender | ||
| By: | /s/ Xxxxx Van den Bosch | |
| Name: Xxxxx Van den Bosch | ||
| Title: Sr. Vice President |
| NAVIGARE FUNDING III CLO LTD | ||
| By: Navigare Partners LLC as collateral manager, as Lender | ||
| By: | /s/ Xxxxx Van den Bosch | |
| Name: Xxxxx Van den Bosch | ||
| Title: Sr. Vice President |
| Clydesdale CLO 2007, Ltd., as Lender | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Executive Director | ||
| NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT MANAGER |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| [Illegiable], as Lender | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Executive Director | ||
| NOMURA CORPORATE RESEARCH AND ASSET MANAGEMENT INC. AS INVESTMENT ADVISER |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| PPM MONARCH BAY FUNDING LLC, as Lender | ||
| By: | /s/ Xxxxx Xxx | |
| Name: Xxxxx Xxx | ||
| Title: Assistant Vice President |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| XXXXXX VARIABLE TRUST – PVT HIGH YIELD FUND | ||
| /s/ Xxxx Xxxxx | ||
| By: | Xxxx Xxxxx | |
| Title: | X.X. |
| XXXXXX FLOATING RATE INCOME FUND | ||
| /s/ Xxxx Xxxxx | ||
| By: | Xxxx Xxxxx | |
| Title: | X.X. |
| XXXXXX HIGH YIELD ADVANTAGE FUND | ||
| /s/ Xxxx Xxxxx | ||
| By: | Xxxx Xxxxx | |
| Title: | X.X. |
| XXXXXX DIVERSIFIED INCOME TRUST (CAYMAN) MASTER FUND By The Xxxxxx Advisory Company, LLC | ||
| /s/ Xxxxxx Xxxxx | ||
| Name: | Xxxxxx Xxxxx | |
| Title: | Vice President |
| XXXXXX PREMIER INCOME TRUST | ||
| /s/ Xxxx Xxxxx | ||
| By: | Xxxx Xxxxx | |
| Title: | X.X. |
| XXXXXX MASTER INTERMEDIATE INCOME TRUST | ||
| /s/ Xxxx Xxxxx | ||
| By: | Xxxx Xxxxx | |
| Title: | X.X. |
| XXXXXX DIVERSIFIED INCOME TRUST | ||
| /s/ Xxxx Xxxxx | ||
| By: | Xxxx Xxxxx | |
| Title: | X.X. |
| XXXXXX VARIABLE TRUST – PVT DIVERSIFIED INCOME FUND | ||
| /s/ Xxxx Xxxxx | ||
| By: | Xxxx Xxxxx | |
| Title: | V.P. |
| Yorkville CBNA Loan Funding LLC, as Lender | ||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Attorney-In-Fact |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Cent CDO 12 Limited | ||||
| By: RiverSource Investments, | ||||
| LLC as Collateral Manager, as Lender | ||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Director of Operations |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| SIERRA CLO II, as Lender | ||||
| By: | /s/ Xxxx X. Xxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxx | |||
| Title: | Co-President | |||
| Churchchill Pacific Asset Management LLC |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| LOYALIS XXXXXX, NV., as Lender | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | ||
| Title: Portfolio Manager |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| San Xxxxxxx County Employees’ Retirement Association, as Lender | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | ||
| Title: Portfolio Manager |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Xxxx Grove CLO, Ltd. By: Tall Tree Investment Management, LLC as Collateral Manager, as Lender | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: Xxxxx X. Xxxxxxx | ||
| Title: Officer |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| The CIT Group/Equipment & Financing, Inc., as Lender | ||
| By: | /s/ Xxxxx X. Xxxxxxxx | |
| Name: Xxxxx X. Xxxxxxxx | ||
| Title: Managing Director |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| 505 CLO I LTD.
By: CIT Asset Management LLC,
as Lender | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: Xxxxx X. Xxxxx | ||
| Title: President | ||
| CIT Asset Management |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| XXX XXXXXX Dynamic Credit Opportunities Fund By: Xxx Xxxxxx Asset Management, as Lender | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Vice President |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| XXX XXXXXX SENIOR INCOME TRUST By: Xxx Xxxxxx Asset Management, as Lender | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Vice President |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| XXX XXXXXX SENIOR LOAN FUND By: Xxx Xxxxxx Asset Management, as Lender | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Vice President |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| SunAmerica Senior Floating Rate Fund, Inc. as Lender | ||
| By: | Wellington Management Company, LLP as investment adviser | |
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President and Counsel |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| The Foothill Group Inc., as Lender | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: Xxxx Xxxxxxxx | ||
| Title: S.V.P. |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| WhiteHorse V, Ltd., as Lender | ||
| By: | WhiteHorse Capital Partners, L.P. as Collateral Manager | |
| By: | WhiteRock Asset Advisor, LLC, its G.P. | |
| By: | /s/ Xxxxx Xxxxxxxxx | |
| Name: Xxxxx Xxxxxxxxx | ||
| Title: Portfolio Manager |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Z CAPITAL CREDIT OPPORTUNITY FUND, LP, as Lender | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: Xxxxx X. Xxxxx | ||
| Title: President |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
| Z CAPITAL SPECIAL SITUATIONS FUND HOLDINGS I, L.L.C., as Lender | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: Xxxxx X. Xxxxx | ||
| Title: President |
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT