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KSL RECREATION GROUP, INC.
55-880 PGA Boulevard
La Quinta, California 92253
Dated as of May 4, 2000
To the Lenders parties to the Credit Agreement hereinafter referred to:
Re: First Amendment
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Ladies and Gentlemen:
Reference is made to the Amended and Restated Credit Agreement, dated as
of April 9, 1998 (as amended or otherwise modified prior to the date hereof, the
"Existing Credit Agreement"), among KSL Recreation Group, Inc., a Delaware
corporation (the "Borrower"), the various financial institutions as are or may
become parties thereto (collectively, the "Lenders", and, individually, a
"Lender"), Donaldson, Lufkin & Jenrette Securities Corporation, as a
Co-Syndication Agent and as the Documentation Agent, the Bank of Nova Scotia, as
a Co-Syndication Agent and as the Administrative Agent, and BancAmerica
Securities, Inc., as the Syndication Agent. Unless otherwise defined in this
first amendment to the Credit Agreement (this "Amendment" and together with the
Existing Credit Agreement, the "Credit Agreement"), terms used herein have the
meaning provided in the Credit Agreement.
SECTION 1. AMENDMENT. We hereby request that the Lenders amend clause (d) of
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Section 7.2.6 of the Existing Credit in its entirety to read as
follows:
(d) repurchase shares of its Capital Stock (together with
options or warrants in respect of any thereof) and pay dividends to
KSL in amounts necessary to permit KSL to repurchase shares of KSL's
Capital Stock (together with options or warrants in respect of any
thereof) held by the officers, directors and employees of KSL, the
Borrower or any of their respective Subsidiaries or Affiliates, so
long as such repurchase is pursuant to, and in accordance with the
terms of, management and/or employee stock plans, stock subscription
agreements or shareholder agreements;
SECTION 2. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective
as of the date first above written (the "Effective Date") upon
receipt by the Administrative Agent (or its counsel) of counterparts
of this Amendment duly executed by the Borrower and the Required
Lenders.
B. Representations and Warranties. The Borrower hereby represents and
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warrants that both before and after giving effect to this
Amendment, (a) the representations and warranties act forth in
Article VI of the Existing Credit Agreement and in each other Loan
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Document are, in each case, be true and correct in all material
respects with the same effect as if then made (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 is continuing.
C. Miscellaneous. Except as expressly modified hereby, the Existing
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Credit Agreement shall remain unmodified and shall be in full force
and effect in accordance with its terms, and this Amendment shall be
limited to the express provisions modified hereby and to this
occasion alone. No modification by the Administrative Agent or by
any Lender hereunder shall be applicable to subsequent
transactions. No modification hereunder shall require any similar
or dissimilar modification hereafter to be granted. This Amendment
may be executed by facsimile in separate counterparts, each of
which shall be deemed to be an original and all of which shall
constitute together but one and the same Amendment and shall be
governed by the internal laws of the State of New York.
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SECTION 4. GRANT OF MODIFICATIONS. If the foregoing constitutes an agreement
among us, and you are agreeable to granting the amendment provided
for herein on the terms set forth herein, kindly sign a copy of this
Amendment in the location set forth below.
KSL RECREATION GROUP, INC.
By: /s/ John K. Saer, Jr.
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Title: Chief Financial Officer
ACKOWLEDGED, AGREED & ACCEPTED:
The Bank of Nova Scotia
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DLJ Capital Funding, Inc.
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Bank Leumi USA
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Bank of America, N.A.
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Fleet National Bank
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Banque National de Paris
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The Chase Manhattan Bank
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Citicorp USA, Inc.
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Credit Suisse First Boston
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Bankers Trust Company
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ARCHIMEDES FUNDING III, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
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ING HIGH INCOME PRINCIPAL
PRESERVATION FUND HOLDINGS, LDC.,
By: ING Capital Advisors LLC
As Investment Advisor
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AERIES FINANCE-II LIMITED
By: INVESCO Senior Secured Management,
Inc., as Sub-Managing Agent
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CERES FINANCE LTD.
By: INVESCO Senior Secured Management,
Inc., as Sub-Managing Agent
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FLOATING RATE PORTFOLIO
By: INVESCO Senior Secured Management,
Inc., as attorney in fact
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Stanfield CLO Ltd.
By: Stanfield Capital Partners LLC
As its Collateral Manager
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Union Bank of California, N.A.
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VAN KAMPEN
PRIME REATE INCOME TRUST
By: Van Kampen Investment Advisory Corp.
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VAN KAMPEN C:P I, LIMITED
By: VAN KAMPEN MANAGEMENT INC.,
As Collateral Manager
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Wells Fargo Bank, N.A.
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