<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from_________________to___________________
Commission file number 0-21732
PRIMADONNA RESORTS, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0297563
(State or other jurisdiction of (IRS employer identification
incorporation or organization) number)
P.O. Box 95997 , Las Vegas, Nevada 89193-5997
(address of principal executive offices)
(702) 382 - 1212
(Registrant's telephone number, including area code)
__________________________________________________
(Former name, former address and former fiscal year,
if change since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes X No______
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at April 30, 1996
Common Stock, $.01 par value 30,420,775 Shares
Total No. of Pages 30 Exhibit Index on page 16
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PRIMADONNA RESORTS, INC. AND SUBSIDIARIES
Form 10 -Q
INDEX
Page No.
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets at March 31, 1996
(Unaudited) and December 31, 1995................... 3 - 4
Consolidated Statements of Income (Unaudited) for
the Three Months Ended March 31, 1996 and 1995...... 5
Consolidated Statements of Cash Flows (Unaudited) for
the Three Months Ended March 31, 1996 and 1995..... 6 - 7
Notes to Consolidated Financial Statements (Unaudited). 8 - 10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................. 11 - 14
Part II. OTHER INFORMATION 15 - 16
2
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PRIMADONNA RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
(Amounts in Thousands)
<TABLE>
<CAPTION>
March 31, December 31
1996 1995
_________ ___________
(Unaudited)
<C> <C>
<S>
CURRENT ASSETS:
Cash and Cash equivalents $ 8,430 $ 9,148
Accounts and notes receivable 2,797 3,311
Income tax refund receivable - 994
Inventories 2,359 2,514
Prepaid expenses and other 6,364 6,587
________ ________
Total current assets 19,950 22,554
________ ________
PROPERTY AND EQUIPMENT:
Buildings and improvements 186,054 186,001
Land improvements 66,036 66,032
Furniture, fixtures and equipment 122,052 119,318
________ ________
374,142 371,351
Less: accumulated depreciation
and amortization (96,101) (89,999)
________ ________
278,041 281,352
Land 3,630 3,603
Construction 15,183 8,170
________ ________
296,854 293,125
INVESTMENT IN JOINT VENTURE 50,583 49,561
________ _______
NOTES RECEIVABLE, net of current portion 2,141 2,110
________ ________
OTHER ASSETS 6,036 5,869
________ ________
$375,564 $373,219
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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PRIMADONNA RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
(Amounts in Thousands Except Share Data)
<TABLE>
<CAPTION>
March 31, December 31
1996 1995
_________ ___________
(Unaudited)
<C> <C>
<S>
CURRENT LIABILITIES:
Current portion of long - term debt $ 1,100 $ -
Accounts payable - Trade 5,953 7,118
Accrued expenses 10,845 9,080
________ ________
Total current liabilities 17,898 16,198
________ ________
LONG - TERM DEBT 143,409 145,509
________ ________
DEFERRED INCOME TAXES PAYABLE 15,816 15,466
________ ________
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value;
10,000,000 shares authorized; no
shares issued and outstanding
Common stock, $.01 par value;
100,000,000 shares authorized;
30,419,775 and 30,675,375 shares
issued and outstanding in 1996
and 1995, respectively 308 308
Additional paid - in capital 127,545 127,179
Retained earnings 74,914 68,999
Less: treasury stock, at cost (4,326) (440)
________ ________
198,441 196,046
________ ________
$375,564 $373,219
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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PRIMADONNA RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in Thousands Except Share Data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
____________________________
1996 1995
_________ ___________
(Unaudited)
<C> <C>
<S>
REVENUES:
Casino $ 43,123 $ 40,351
Food and beverage 7,372 6,532
Hotel 5,677 3,849
Entertainment 2,509 2,509
Service station 3,188 2,823
Other 1,770 1,292
________ ________
63,639 57,356
Less promotional allowances (3,795) (2,438)
________ ________
Net revenues 59,844 54,918
________ ________
COSTS AND EXPENSES:
Casino 13,366 11,908
Food and beverage 6,608 5,705
Hotel 2,666 2,407
Entertainment 1,237 1,461
Service station 3,028 2,658
Other 693 720
Selling, general and administrative 10,543 9,731
Property costs 4,326 4,213
Depreciation and amortization 6,722 6,815
________ ________
49,189 45,618
________ ________
Income from operations 10,655 9,300
OTHER INCOME (EXPENSE)
Interest income 84 7
Interest expense (1,580) (1,436)
________ ________
Income before taxes 9,159 7,871
INCOME TAXES:
Income tax provision 3,241 2,759
________ ________
NET INCOME: $ 5,918 $ 5,112
======== ========
Earnings per share $0.19 $0.17
======== ========
Weighted average number of shares of
common stock outstanding 30,596,040 30,781,539
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
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PRIMADONNA RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
____________________________
1996 1995
_________ ___________
(Unaudited)
<C> <C>
<S>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,918 $ 5,112
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 6,722 6,815
Amortization of debt issuance costs 106 -
Increase in life insurance cash
surrender value (122) -
Gain on sale of assets (239) -
Deferred income taxes 350 690
Change in current asset and liabilities
due to operating activities:
Decrease in accounts and
notes receivable 514 1,140
Decrease in income tax refund 994 2,069
Decrease in inventories 156 15
(Increase) decrease in prepaid expenses
and other 223 (14)
Decrease in accounts
payable - trade (1,165) (1,405)
Increase in accrued expenses 1,765 1,280
______ _______
Total adjustments 9,304 10,590
______ _______
Net cash provided by operating activities 15,222 15,702
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (10,417) (15,242)
Investment in joint venture (1,022) (40,801)
(Increase) decrease in other assets (212) (1,578)
Proceeds from disposal of other assets 231 -
________ _______
Net cash used in investing activities (11,420) (57,621)
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
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PRIMADONNA RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
____________________________
1996 1995
_________ ___________
(Unaudited)
<C> <C>
<S>
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock 366 -
Purchase of treasury stock (3,886) -
Proceeds from issuance of long-term debt 1,900 40,000
Principal payments of long-term debt (2,900) -
_______ _______
Net cash provided by (used in)
financing activities (4,520) 40,000
_______ ______
Net increase (decrease) in cash and
cash equivalents (718) (1,919)
Cash and cash equivalents, beginning of year 9,148 5,922
_______ _______
Cash and cash equivalents, end of period $ 8,430 $ 4,003
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
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PRIMADONNA RESORTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Organizational structure and basis of presentation
The consolidated financial statements of Primadonna Resorts, Inc., a Nevada
corporation, include the accounts of its wholly-owned subsidiaries, The
Primadonna Corporation, PRMA Land Development Company, and PRMA Las Vegas, Inc.
(collectively the "Company"). The Company owns and operates three hotel
- -resort/casinos; Whiskey Pete's Hotel & Casino ("Whiskey Pete's"), Primadonna
Resort & Casino ("Primadonna"), and Buffalo Bill's Resort & Casino
("Buffalo Bill's").
Information as of December 31, 1995 included in the accompanying consolidated
financial statements and the notes thereto, has been audited. Information with
respect to the three months ended March 31, 1996 and 1995, included in these
consolidated financial statements and notes thereto is unaudited. These
unaudited consolidated financial statements have been prepared in accordance
with the rules and regulations of the Securities and Exchange Commission, and
do not contain all of the information and disclosures required by generally
accepted accounting principles. However, the accompanying unaudited con-
solidated financial statements do contain all adjustments which, in the opinion
of management, are necessary to fairly present the financial position and
results of operations for the three month periods presented. Interim results
are not necessarily indicative of results to be expected for any future interim
period or for the entire fiscal year.
The accompanying consolidated financial statements should be read in con-
junction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995.
All of the Company's existing business activities are conducted by The
Primadonna Corporation. PRMA Land Development Company holds the Company's
development in the golf course in California. PRMA Las Vegas, Inc. holds the
Company's investment in a joint venture with MGM Grand, Inc., to develop and
operate the New York - New York Hotel & Casino in Las Vegas, Nevada.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenues and expenses.
Actual results may differ from those estimates. Significant intercompany and
interdivision accounts and transactions have been eliminated.
Certain reclassifications, which have no effect on net income, have been made
in the 1995 consolidated financial statements to conform with the current year
presentation.
8
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2. Statement of cash flows
The following supplemental disclosures are provided as part of the accom-
panying consolidated statements of cash flows:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1996 1995
_______ ______
(In thousands)
<C> <C>
<S>
Cash payments made for interest
(net of amounts capitalized) $1,580 $1,436
______ ______
Cash payments made for income taxes - -
______ ______
</TABLE>
3. Investment in Joint Venture
On December 28, 1994 the Company and MGM Grand, Inc.("MGM"), formed a joint
venture to develop and operate the New York - New York Hotel and Casino. The
project, which is anticipated to cost $460 million, is scheduled to open in
December 1996. The Company contributed $40 million in cash and certain rights
to the New York theme from a third party licensor to the joint venture. MGM
contributed land (valued at $41.2 million) on which most of the project is
being constructed. The joint venture has secured limited recourse bank
financing of $225 million, and will be pursuing lease financing, to fund the
hotel/casino. The joint venture parties have executed Keep-Well and Completion
Guaranty Agreements in conjunction with the financing. As of March 31, 1996,
$120 million has been drawn on the bank financing. It is anticipated the joint
venture parties will each contribute an additional $30 to $35 million in
subordinated loans or equity to the joint venture for completion of the project.
4. Long-Term Debt
As of March 31, 1996, the Company had an outstanding balance of $143,000,000,
and at December 31, 1995, $144,000,000, on its Reducing Revolving Bank Credit
Agreement ("Agreement"). The Company incurred a liability in connection with
the acquisition of the New York - New York theme rights of $1,100,000, due
January 6, 1997, and $400,000 due January 7, 1998. At March 31, 1996, the
$1,100,000 due for the theme rights is reflected as a current obligation.
The Agreement entered into on December 28, 1993, was amended and restated on
July 17, 1995, and amended on March 27, 1996. The Agreement provides for a
maximum principal balance of $250,000,000, with scheduled reductions that
reduce the maximum permitted balance to $212,500,000 as of August 18, 1997,
$175,000,000 as of February 18, 1999, $125,000,000 as of February 18, 2000,
with the remaining principal balance due July 18, 2000.
9
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The Agreement provides for interest payments at least quarterly, at the prime
rate or LIBOR, plus a sliding margin, based upon the Company's debt to earnings
before interest, taxes, depreciation and amortization ("EBIDTA") ratio. The
margin, effective April 1, 1996, for the prime rate ranges between 0% and 1.0%,
while the margin for LIBOR ranges between 1.0% and 2.0%. The weighted average
interest rate at March 31, 1996 was 7.4%, and at December 31, 1995, 7.5%. The
Company incurs commitment fees of .35% to .5% for the unused portion of the
Agreement, depending upon the debt to EBITDA ratio achieved by the Company.
The obligation is secured by a deed of trust on all real property, leasehold
interests in real property, and personal property of the Company.
5. Commitments and Contingencies
a. Southwest Joint Venture
On January 16, 1996 , the Company and Southwest Hotel & Casino Corp.
("Southwest") entered into an agreement to fund the development of a casino for
the Kickapoo Traditional Tribe of Texas in Eagle Pass, Texas. The Company has
invested in Southwest in the form of a $1.6 million Convertible Term Promissory
Note and has committed to fund a $1.5 million Demand Promissory Note in
furtherance of this venture.
Due principally to a lengthy licensing process of Southwest as the manager of
the Kickapoo gaming facility, which has caused a delay in the opening of the
facility, the Company has agreed to postpone payment of amounts due, and cer-
tain other obligations, under both the Convertible Term Promissory Note and the
Demand Promissory Note. The facility is expected to open in the third quarter
of 1996, at which time payment of amounts outstanding will begin.
b. Litigation
Currently, there are lawsuits pending against the Company arising in the normal
course of business. In management's opinion, the ultimate outcome of these
matters will not have a material adverse effect on the results of operations or
the financial position of the Company.
10
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Item 2, Management's Discussion and Analysis of Financial Condition and Results
of Operations (Unaudited)
SUMMARY OF OPERATIONS
Net income for the first quarter of 1996 was up 15.8% to $5.9 million. This
improvement was primarily due to a 9% increase in net revenues. The added room
capacity at Buffalo Bill's, targeted marketing programs, increased bus
customers, and improved highway traffic, all contributed to the revenue gains.
Operating expenses increased to $49.2 million from $45.6 million, or 7.8%.
This increase was primarily due to increases in promotional allowances,
advertising, and business volume.
Income from operations improved to $10.7 million, an increase of $1.4 million,
or 14.6% over 1995. EBITDA (earnings before interest, taxes, depreciation and
amortization) rose 7.8% to $17.4 million from $16.1 million in the prior year.
Earnings per share increased to $.19 from $.17 in the prior year quarter.
REVENUES
Net revenues for the first quarter increased 9% to $59.8 million. This increase
was attributable to two principal factors: the additional room capacity
provided by the Buffalo Bill's tower which opened in May 1995, and promotional
and marketing efforts aimed at bolstering the traditionally slow period of
January and early February. Last fall, in order to introduce the expanded
complex at Stateline, and target this slow period, the Company utilized its
direct marketing program to make aggressive room offers to its preferred
customers to encourage incremental visitation. The combined results of this
program, and the continuing strong weekend demand, contributed substantially to
an increase of over 28,000 occupied room nights.
The increase in occupancy, along with increased bus customers and highway
traffic, yielded a $4.9 million increase in net revenues. Casino revenues
accounted for $2.8 million of this increase, while additional revenues from
hotel, and food and beverage, added $740,000 and $523,000, respectively, net
of promotional allowances.
The increase in casino revenues was derived from slots, and was fueled by the
increased visitor volume described above. Higher promotional allowances,
led to increased occupancy, and coupled with a 26% increase in the average
daily rate, resulted in an overall hotel revenue increase. The food and
beverage revenue increases were primarily attributable to increased volume,
and to a lesser extent, an increase in promotional allowances, and slight price
increases on selected items.
Service station revenues increased $365,000 to $3.2 million. The increase was
primarily due to an increase in prices, with a small increase in the number of
gallons sold. Other income increased $478,000 primarily due to a gain on the
sale of used slot machines, and increased cash surrender value of life
insurance policies.
11
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COSTS AND EXPENSES
Casino expenses increased $1.5 million to $13.4 million in the first quarter.
The cost of the increased promotional allowances, which are all charged to
casino expense, accounted for $900,000 of the increase. The remaining $600,000
increase was primarily due to an increase in employee benefits and increases in
other casino operating costs commensurate with the increased revenues.
Food and beverage costs increased $903,000, or 15.8%. This increase reflects
additional labor and operating costs associated with an effort to enhance
both the service and the ambiance in the restaurants. The costs of sales
increased in proportion to the revenues.
Hotel expenses increased only $259,000 despite a $1.8 million increase in
gross revenues. This is primarily due to a significant increase in the amount
of hotel costs transferred to casino expense to reflect the cost associated
with promotional room allowances. Additionally, the 26% increase in average
daily rates contributed significantly to the margin improvement in the hotel.
Selling, general and administrative expenses increased $812,000 to $10.5
million. The increase is primarily due to increased marketing and advertising,
and increased volume in the bus program.
INTEREST EXPENSE
Interest expense was $1.6 million compared to $1.4 million in the prior year
quarter. The Company incurred $2.9 million of interest during the first
quarter of 1996, of which $1.3 million was capitalized as part of the
New York - New York Joint Venture investment and the golf course development.
In the first quarter of 1995, the Company incurred $3.0 million of interest, of
which $1.6 million was capitalized.
INCOME TAXES
Income taxes increased to $3.2 million from $2.8 million, primarily as a result
of an increase in earnings before taxes. The Company's effective tax rate was
approximately 35.4%.
12
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LIQUIDITY AND CAPITAL RESOURCES
The Company held cash and cash equivalents of $8.4 million as of March 31,
1996. Net cash provided from operations during the quarter was $15.2 million
as compared to $15.7 million in the prior year.
The Company funds its daily operations through cash flow from operations. The
Company borrows funds for significant capital expenditures and investments,
such as the golf course development and the New York - New York investment,
which can not be fully funded out of operating cash flows.
The Company has a $250 million Reducing Revolving Credit Facility, amended and
restated July 1995, and amended March 1996 ("Agreement" see Note 4)
The Company is a 50% joint venture party with MGM Grand, Inc. ("MGM") in the
development and operation of the New York - New York Hotel & Casino, a $460
million project, including construction costs, pre-opening costs, and
capitalized interest. In conjunction with the development, the joint venture
secured a $225 million Construction/ Revolving loan from Bank of America as
agent for a sixteen bank consortium. The Company and MGM have executed a
Completion Guaranty and Keep-Well Agreements in conjunction with the financing.
As of March 31, 1996, $120.0 million had been drawn on the bank loan. The joint
venture partners anticipate the need to contribute $30 million to $35 million
each, in subordinated loans or additional equity for project completion.
In September 1995, the Board of Directors approved a stock repurchase program
authorizing the Company to acquire up to $15.0 million worth of its outstanding
shares. In the first quarter, the Company acquired 280,000 shares at an average
price of $13.88 per share, for a total to date of 310,000 shares and $4.3
million.
The Company is presently developing a golf course complex in California
approximately 4 miles south of the Nevada/California border. The first phase of
this project includes, among other things, a Tom Fazio designed 18-hole
championship course. This course is expected to cost $27.0 million, and is to
open in the fourth quarter of 1996.
In September 1995, the Company, together with Sheldon Gordon and Randy Brant,
developers of the Forum shops at Caesar's Palace, announced the intent to de-
velop a one million square foot themed shopping facility on 100 acres of land
owned by Primm South Real Estate Company, that is adjacent to the Primadonna
Resort & Casino. The Company may incur certain infrastructure costs to accom-
modate this planned development. The facility is to be built and financed by
the developers, with construction of the first phase expected to commence
during the summer of 1996, and completion approximately twelve months
thereafter.
In conjunction with development opportunities, the Company has entered into two
loans with the Southwest Casino and Hotel Corp. ("Southwest"). A Convertible
Term Note, for $1.6 million, bears interest at 8%, and is convertible into
16,000 shares of Series B Convertible Preferred Stock. The Company also entered
into a Demand Promissory Note, to provide up to $1.5 million in additional
financing, for the construction of the Kickapoo gaming facility at Eagle Pass,
13
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Texas. The Demand Promissory Note bears interest at 12% for the first six
months, 15% for the next six months, and 18% thereafter. The Demand Promissory
Note requires the borrower to use its best efforts to obtain take-out financing
in an amount equal to at least 75% of the principal amount of the note. At
March 31, 1996, the Company had advanced $586,000 under this note.
Due principally to a lengthy licensing process of Southwest as the manager of
the Kickapoo gaming facility, a delay in the opening of the facility has
occurred. The Company has agreed to postpone payment of amounts currently due
under both the Convertible Term Promissory Note and the Demand Promissory Note,
until such time as the facility has opened. The opening is expected to occur in
the third quarter of 1996.
Capital expenditures as of March 31, 1996 were $10.4 million, as compared to
$15.2 million as of March 31, 1995. Of the $10.4 million, $6.9 million was for
the golf course, and $3.0 million for upgrading slot machines and the related
player tracking systems. For the balance of the year, capital requirements are
expected to include $3.0 million for the Primadonna conference center, $14.0
million for the golf course, $30.0 million to $35.0 million for the New York -
New York venture, $1.0 million to fund the Southwest commitment, and $12.0
million for maintenance of existing facilities.
The Company believes that its current cash flow, coupled with its reducing
revolving credit facility, provide the resources and flexibility to meet
existing obligations and to fund its commitments on the projects discussed
above. The Company continues to pursue other gaming opportunities, and if
successful, may need to obtain additional bank or vendor financing, or issue
public or private debt, or equity.
FORWARD LOOKING INFORMATION
The statements contained in this Quarterly Report on Form 10 - Q that are not
historical facts are forward looking statements that involve a number of risks
and uncertainties. These risks and uncertainties which could cause actual
results to differ materially include, but are not limited to, the following:
(a) growth or decline in the gaming industry in southern Nevada; (b) the
general Southern California economy; (c) possible addition of legalized gaming
in Southern California; (d) traffic interruptions on Interstate 15; (e)cost
overruns and delays associated with construction projects (including material
and labor shortages, work stoppages, design changes, weather, and unanticipated
cost increases), such as New York - New York and the golf course. Further,
costs or delays associated with engineering, environmental or geological
matters could create problems with the golf course project.
14
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
On April 24, 1996, the federal court in Las Vegas, Nevada, dismissed the
purported class action suits filed April 26, 1994 and May 10, 1994, as
discussed in the Annual Report Form 10-K, Legal Proceedings. The claimants
have until May 31, 1996 to file amended complaints.
Items 2. through 5. of Part II are not applicable
Item 6. Exhibits and Reports on Form 8 - K.
(a) Exhibits.
10.27 First Amendment to Amended and Restated Reducing Revolving Credit
Agreement, dated March 27, 1996, by and among Primadonna Resorts,
Inc., The Primadonna Corporation, and PRMA Land Development
Company as "Borrowers", and First Interstate Bank, N.A. as "Agent
Bank" for a consortium of seventeen participating banks listed
therein as "Lenders".
See exhibit index on page 16 for exhibits filed with this report.
(b) Reports on Form 8 - K. No report of Form 8 - K was filed during the
quarter for which this report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the under-
signed thereunto duly authorized.
PRIMADONNA RESORTS, INC.
________________________
(Registrant)
Date: May 8, 1996 By /s/ Michael P. Shaunnessy
__________________________
Michael P. Shaunnessy
Chief Accounting Officer
15
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
No. Description Page
_______ ____________________ ____________
10.27 First Amendment to Amended and Restated Reducing Revolving
Credit Agreement, dated March 27, 1996, by and among
Primadonna Resorts, Inc., The Primadonna Corporation, and
PRMA Land Development Company as "Borrowers", and First
Interstate Bank, N.A. Bank of Scotland, The Long-Term Credit
Bank of Japan Ltd., Societe Generale, Bank of America Nevada,
Bank of America National Trust and Savings Association,
Midlantic Bank, N.A., First Security Bank of Utah N.A., Abn
Amro Bank N.V., Bank of the West, Bank of Hawaii, Bankers
Trust Company, first Hawaiian Bank, NBD Bank, and The Nippon
Credit Bank, Ltd., as "Lenders".
16
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EXHIBIT 10.27
FIRST AMENDMENT TO
AMENDED AND RESTATED REDUCING REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED REDUCING REVOLVING CREDIT
AGREEMENT ("First Amendment to Credit Agreement") is made and entered into as
of the 27th day of March, 1996, by and among PRIMADONNA RESORTS, INC., a Nevada
corporation, THE PRIMADONNA CORPORATION, a Nevada corporation, and PRMA LAND
DEVELOPMENT COMPANY, a Nevada corporation (collectively the "Borrowers"), FIRST
INTERSTATE BANK OF NEVADA, N.A., BANK OF SCOTLAND, THE LONG-TERM CREDIT BANK OF
JAPAN, LTD., Los Angeles Agency, SOCIETE GENERALE, BANK OF AMERICA NEVADA, BANK
OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, MIDLANTIC BANK, N.A., FIRST
SECURITY BANK OF UTAH, N.A., THE SUMITOMO BANK, LIMITED, Chicago Branch, U.S.
BANK OF NEVADA, ABN AMRO BANK N.V., BANK OF THE WEST, BANK OF HAWAII, BANKERS
TRUST COMPANY, FIRST HAWAIIAN BANK, NBD BANK and THE NIPPON CREDIT BANK, LTD.,
Los Angeles Agency (herein together with their respective successors and
assigns collectively the "Lenders"), FIRST INTERSTATE BANK OF NEVADA, N.A., as
the swingline lender (herein in such capacity, together with its successors and
assigns, the "Swingline Lender"), FIRST INTERSTATE BANK OF NEVADA, N.A., as the
issuer of letters of credit hereunder (herein in such capacity, together with
its successors and assigns, the "L/C Issuer"), BANK OF SCOTLAND, SOCIETE
GENERALE and THE LONG-TERM CREDIT BANK OF JAPAN, LTD., a Los Angeles Agency, as
co-agents for the Lenders ("Co-Agents"), BANK OF AMERICA NEVADA, as lead
manager for the Lenders ("Lead Manager") and FIRST INTERSTATE BANK OF NEVADA,
N.A., as administrative and collateral agent for the Lenders, Swingline Lender
and L/C Issuer (herein, in such capacity, called the "Agent Bank" and, together
with the Lenders, Swingline Lender, L/C Issuer, Co-Agents and Lead Manager,
collectively referred to as the "Banks").
R_E_C_I_T_A_L_S:
WHEREAS:
A. Borrowers and Banks (The Sumitomo Bank, Limited, Chicago Branch, having
acquired the interest of The Daiwa Bank, Limited by Assignment, Assumption and
Consent Agreement dated as of February 2, 1996) entered into an Amended and
Restated Reducing Revolving Credit Agreement dated as of July 17, 1995 (the
"Original Credit Agreement").
B. In this First Amendment to Credit Agreement, all capitalized words and
terms shall have the respective meanings and be construed herein as provided in
Section 1.01 of the Original Credit Agreement, as that Section is amended
hereby. This First Amendment to Credit Agreement shall be deemed to
incorporate such words and terms as a part hereof in the same manner and with
the same effect as if the same were fully set forth herein.
C. Borrowers have requested and Banks have agreed to the amendments and
modifications to the Original Credit Agreement which are hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the parties hereto
agree to amend the Original Credit Agreement by amending and substituting, as
applicable, the amended terms and provisions as hereinafter set forth, which
amended terms shall be deemed effective as of the First Amendment Effective
Date:
17
<PAGE>
Section 1. Definitions. Section 1.01 of the Original Credit Agreement
shall be and is hereby amended to include the following definitions. Those
terms which are currently defined by Section 1.01 of the Original Credit
Agreement and which are also defined below shall be defined as set forth below:
"Applicable Margin" means for any Prime Rate Loan or LIBOR Loan during the
period commencing on the First Amendment Effective Date and continuing until
the Maturity Date, the applicable percentage amount to be added to the Prime
Rate or LIBO Rate, as the case may be, as set forth in Table One below for each
Fiscal Quarter end at which the senior secured Indebtedness of PRMA is not
rated or the PRMA Senior Secured Debt Rating is less than BBB/Baa2, or Table
Two below for each Fiscal Quarter end at which the PRMA Senior Secured Debt
Rating is equal to or greater than BBB/Baa2, in each instance based on the
Total Funded Debt to EBITDA Ratio calculated with regard to the Borrower
Consolidation as of each Fiscal Quarter end, any change in the applicable
percentage amount by reason thereof to be effective as of the 1st day of the
third (3rd) month immediately following each such Fiscal Quarter end:
<TABLE>
<CAPTION>
TABLE ONE TABLE TWO
______________________________________________________________________________
LIBO LIBO
Total Funded Debt to Prime Rate Rate Prime Rate Rate
EBITDA Ratio Margin Margin Margin Margin
_______________________________________________________________________________
<C> <C> <C> <C>
<S>
Greater than 3.0 to 1.0 1.00% 2.00% 0.875% 1.875%
______________________________________________________________________________
Greater than 2.50 to 1.0 0.75% 1.75% 0.625% 1.625%
but less than or equal
to 3.0 to 1.00
______________________________________________________________________________
Greater than 2.25 to 1.0 0.625% 1.625% 0.500% 1.50 %
but less than or equal
to 2.50 to 1.00
______________________________________________________________________________
Greater than 1.75 to 1.0 0.50% 1.50% 0.375% 1.375%
but less than or equal
to 2.25 to 1.00
______________________________________________________________________________
Greater than 1.50 to 1.0 0.375% 1.375% 0.250% 1.250%
but less than or equal
to 1.75 to 1.00
______________________________________________________________________________
Greater than 1.00 to 1.0 0.125% 1.125% 0.000% 1.000%
but less than or equal
to 1.50 to 1.00
______________________________________________________________________________
Less than or equal to
1.00 to 1.00 0.00% 1.00% 0.00% 0.875%
______________________________________________________________________________
</TABLE>
"Credit Agreement" shall mean the Original Credit Agreement as amended by
the First Amendment to Credit Agreement, as it may be further amended,
modified, extended, renewed or restated from time to time.
18
<PAGE>
"First Amendment Effective Date" shall mean April 1, 1996, subject to the
occurrence of each of the conditions precedent set forth in Section 6 of the
First Amendment to Credit Agreement.
"First Amendment to Credit Agreement" shall mean this First Amendment to
Credit Agreement.
"Notice of Swingline Advance" shall mean the written notice to be given by
an Authorized Officer to Swingline Lender after first confirming with Swingline
Lender the applicable Prime Rate or LIBO Rate available for such Swingline
Advance, in each case in the form of the Notice of Swingline Advance marked
"Exhibit G", affixed to the First Amendment to Credit Agreement and by this
reference incorporated herein and made a part hereof, which form of Notice of
Swingline Advance shall, as of the First Amendment Effective Date, fully
restate and supersede the Notice of Swingline Advance attached to the Original
Credit Agreement as Exhibit G.
"Original Credit Agreement" shall have the meaning set forth in Recital
Paragraph A to the First Amendment to Credit Agreement.
"Total Funded Debt" shall mean for any Fiscal Quarter, the average of the
principal amount of the Aggregate Outstandings, plus the total of both the
long-term and current portions (without duplication) of all other long term
Indebtedness (including Subordinated Debt) and Capitalized Lease Liabilities,
but excluding Contingent Liabilities, as of the last day of each calendar month
comprising such Fiscal Quarter.
Section 2. Modification of Interest Rate on Swingline Facility. Notwith-
standing anything to the contrary contained in the Original Credit Agreement or
the Swingline Note, as of the First Amendment Effective Date the Swingline
Outstandings and all Swingline Advances thereafter made shall accrue interest
either at the Prime Rate plus the Applicable Margin or at the LIBO Rate, based
upon a hypothetical one(1) month LIBOR Loan Interest Period, plus the
Applicable Margin, as designated by an Authorized Officer of Borrowers on each
Notice of Swingline Advance submitted in the form of the Notice of Swingline
Advance attached to the First Amendment to Credit Agreement as Exhibit G.
Borrowers and Banks acknowledge that as of the First Amendment Effective Date
there are no unpaid Swingline Outstandings under the Swingline Facility.
Section 3. Restatement of Section 2.10(d). Upon the occurrence of the
First Amendment Effective Date, Section 2.10(d) of the Original Credit
Agreement shall be and is hereby amended and restated in its entirety as
follows:
d. Borrowers shall pay a quarterly nonusage fee (the "Nonusage
Fee") for the account of Lenders in the proportions of their respective
Syndication Interests based on the Total Funded Debt to EBITDA Ratio,
calculated as of each Fiscal Quarter end with reference to the Borrower
Consolidation, in accordance with the following schedule:
19
<PAGE>
<TABLE>
<CAPTION>
_____________________________________________
Total Funded Debt to Nonusage
EBITDA Ratio Percentage
_____________________________________________
<C>
<S>
Greater than 3.0 to 1.0 0.50%
_____________________________________________
Greater than 2.50 to 1.0 0.50%
but less than or equal
to 3.0 to 1.00
_____________________________________________
Greater than 2.25 to 1.0 0.4375%
but less than or equal
to 2.50 to 1.00
_____________________________________________
Greater than 1.75 to 1.0 0.4375%
but less than or equal
to 2.25 to 1.00
_____________________________________________
Greater than 1.50 to 1.0 0.4375%
but less than or equal
to 1.75 to 1.00
_____________________________________________
Greater than 1.00 to 1.0 0.35%
but less than or equal
to 1.50 to 1.00
_____________________________________________
Less than or equal to
1.00 to 1.00 0.35%
</TABLE>
The Nonusage Fee shall be calculated as the product of (I) the applicable
Nonusage Percentage multiplied by (ii)for the period in question the
average daily Maximum Permitted Balance less the average daily Funded
Outstandings and less the average daily amount of L/C Exposure attributable
to all outstanding Standby Letters of Credit on the basis of a three
hundred sixty-five (365), or three hundred sixty-six (366) when
appropriate, day year. Each Nonusage Fee shall be payable in arrears on a
quarterly basis on or before the first (1st) day of the third (3rd) month
following each applicable Fiscal Quarter end and upon termination of this
Credit Agreement, whether at maturity, by acceleration or otherwise. Each
Nonusage Fee shall be distributed by Agent Bank to Lenders in proportion to
their respective Syndication Interests in the Credit Facility."
Section 4. Restatement of Section 5.23(e). Upon the occurrence of the
First Amendment Effective Date, Section 5.23(e) of the Original Credit
Agreement shall be and is hereby amended and restated in its entirety as
follows:
"e PRMA may make Share Repurchases up to the cumulative aggregate
amount of Fifty Million Dollars ($50,000,000.00); provided, however, that
Persons other than the Gary Primm Group and the Primm Family shall own at
least fifteen percent (15%) of the issued and outstanding publicly traded
common voting stock of Primadonna Resorts, Inc. at all times until Bank
Facility Termination."
20
<PAGE>
Section 5. Restatement of Section 6.05(b). Upon the occurrence of the
First Amendment Effective Date, Section 6.05(b) of the Original Credit
Agreement shall be and is hereby amended and restated in its entirety as
follows:
"b. Up to Twenty-Seven Million Dollars ($27,000,000.00) until Bank
Facility Termination for the Golf Course Facility, exclusive of the cost of
acquisition of the Golf Course Real Property incurred during the Fiscal
Year ended December 31, 1994 up to the amount of Two Million Six Hundred
Thousand Dollars ($2,600,000.00)."
Section 6. Conditions Precedent to First Amendment Effective Date. The
occurrence of the First Amendment Effective Date is subject to Agent Bank
having received the following documents and payments, in each case in a form
and substance reasonably satisfactory to Banks:
a. Execution and delivery by each of the Borrowers and Banks of
eighteen (18) counterpart originals of the First Amendment to Credit
Agreement.
b Reimbursement to Agent Bank by Borrowers for the reasonable
attorneys' fees of Henderson & Nelson incurred in connection with the
preparation and execution of the First Amendment to Credit Agreement; and
c. Such other documents, instruments or conditions as may
reasonably be required by Agent Bank.
Section 7. Representations and Warranties. To induce Banks to enter into
this First Amendment to Credit Agreement, Borrowers hereby: (I) ratify and
reaffirm the representations and warranties set forth in Article IV of the
Original Credit Agreement; (ii) warrant and represent that each such represent-
ation and warranty shall be true and correct as of the First Amendment
Effective Date; and (iii) represent and warrant that, as of the First Amendment
Effective Date, no Default or Event of Default has occurred and remains
continuing.
Section 8. No Other Changes. Except as specifically set forth herein, the
Original Credit Agreement shall remain unchanged and in full force and effect.
Section 9. Governing Law. This First Amendment to Credit Agreement shall
be governed by the internal laws of the State of Nevada without reference to
conflicts of laws principles.
Section 10. Counterparts. This First Amendment to Credit Agreement may be
executed in any number of counterparts, all of which taken together shall
constitute one agreement, and any party hereto may execute this First Amendment
to Credit Agreement by signing any such counterpart.
Section 11. Additional/Replacement Exhibits Attached. The following
replacement Exhibit is attached hereto and incorporated herein and made a part
of the Credit Agreement as follows:
Exhibit G - Notice of Swingline Advance - Form
21
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to Credit Agreement to be executed as of the day and year first
above written.
BORROWERS:
PRIMADONNA RESORTS, INC.,
a Nevada corporation
By__________________________
Craig F. Sullivan,
Chief Financial Officer
and Treasurer
Address:
P.O. Box 95997
Las Vegas, NV 89193-5997
Telephone: (702) 874-1565
Facsimile: (702) 874-1554
THE PRIMADONNA CORPORATION, a Nevada corporation
By__________________________
Craig F. Sullivan,
Treasurer
Address:
P.O. Box 95997
Las Vegas, NV 89193-5997
Telephone: (702) 874-1565
Facsimile: (702) 874-1554
PRMA LAND DEVELOPMENT COMPANY, a Nevada
corporation
By__________________________
Craig F. Sullivan,
Treasurer
Address:
P.O. Box 95997
Las Vegas, NV 89193-5997
Telephone: (702) 874-1565
Facsimile: (702) 874-1554
22
<PAGE>
BANKS:
FIRST INTERSTATE BANK OF
NEVADA, N.A.,
Agent Bank, Lender, Swingline Lender and L/C Issuer
By__________________________
Brad Peterson,
Vice President
Address:
3800 Howard Hughes Parkway
Las Vegas, NV 89109
Telephone: (702) 791-6328
Facsimile: (702) 791-6248
BANK OF SCOTLAND,
Co-Agent and Lender
By__________________________
Title_______________________
Address:
565 Fifth Avenue
New York, NY 10017
Telephone: (212) 450-0872
Facsimile: (212) 557-9460
SOCIETE GENERALE,
Co-Agent and Lender
By__________________________
Title_______________________
Address:
2029 Century Park East
Suite 2900
Los Angeles, CA 90067
Telephone: (310) 788-7104
Facsimile: (310) 551-1537
23
<PAGE>
THE LONG-TERM CREDIT BANK
OF JAPAN, LTD., Los Angeles Agency,
Co-Agent and Lender
By__________________________
Title_______________________
Address:
444 South Flower Street
Suite 3700
Los Angeles, CA 90071
Telephone: (213) 689-6324
Facsimile: (213) 622-6908
BANK OF AMERICA NEVADA,
Lead Manager and Lender
By__________________________
Title_______________________
Address:
Corporate Banking
300 S. Fourth St., Ste. 200
Las Vegas, NV 89101
Telephone: (702) 654-7142
Facsimile: (702) 654-7158
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION,
Lender
By__________________________
Title_______________________
Address:
555 S. Flower Street
Los Angeles, CA 90071
Telephone: (213) 228-2768
Facsimile: (213) 228-2641
24
<PAGE>
MIDLANTIC BANK, N.A.,
Lender
By__________________________
Title_______________________
Address:
6000 Midlantic Drive
Mount Laurel, NJ 08054-6000
Telephone: (609) 778-2683
Facsimile: (609) 778-2673
FIRST SECURITY BANK OF
UTAH, N.A.,
Lender
By__________________________
Title_______________________
Address:
15 E. 100 South, 2nd Floor
Salt Lake City, UT 84111
Telephone: (801) 246-5540
Facsimile: (801) 246-5532
THE SUMITOMO BANK, LIMITED,
Chicago Branch,
Lender
By__________________________
Title_______________________
By__________________________
Title_______________________
Address:
800 W. 6th Street, Suite 950
Los Angeles, CA 90017
Telephone: (213) 623-7205
Facsimile: (213) 623-4629
25
<PAGE>
U.S. BANK OF NEVADA,
Lender
By__________________________
Title_______________________
Address:
2300 W. Sahara Avenue
Suite 120
Las Vegas, NV 89102
Telephone: (702) 386-3653
Facsimile: (702) 386-3916
ABN AMRO BANK N.V.,
San Francisco International
Branch,
Lender
By: ABN AMRO NORTH AMERICA,
INC., as agent
By______________________
Title___________________
By______________________
Title___________________
Address:
101 California Street
Suite 4550
San Francisco, CA 94111-5812
Telephone: (415) 984-3703
Facsimile: (415) 362-3524
26
<PAGE>
BANK OF THE WEST,
Lender
By__________________________
Title_______________________
Address:
1450 Treat Blvd.
Walnut Creek, CA 94596
Telephone: (510) 942-8675
Facsimile: (510) 256-8276
BANK OF HAWAII,
Lender
By__________________________
Title_______________________
Address:
1839 S. Alma School Rd.
Suite 150
Mesa, AZ 85210
Telephone: (602) 752-8020
Facsimile: (602) 752-8007
BANKERS TRUST COMPANY,
Lender
By__________________________
Title_______________________
Address:
One BT Plaza
130 Liberty Street
14th Floor
New York, NY 10006
Telephone: (212) 250-5860
Facsimile: (212) 250-7351
27
<PAGE>
FIRST HAWAIIAN BANK,
Lender
By__________________________
Title_______________________
Address:
1132 Bishop Street
19th Floor
Honolulu, HI 96813
Telephone: (808) 525-6367
Facsimile: (808) 525-6372
NBD BANK,
Lender
By__________________________
Title_______________________
Address:
611 Woodward Ave.
Detroit, MI 48226
Telephone: (313) 225-1424
Facsimile: (313) 225-2649
THE NIPPON CREDIT BANK, LTD.,
Los Angeles Agency,
Lender
By__________________________
Title_______________________
Address:
550 S. Hope Street
Suite 2500
Los Angeles, CA 90071
Telephone: (213) 243-5722
Facsimile: (213) 892-0111
28
<PAGE>
FORM OF
NOTICE OF SWINGLINE ADVANCE
TO:FIRST INTERSTATE BANK OF NEVADA, N.A. in its capacity as Swingline Lender
under that certain Amended and Restated Reducing Revolving Credit Agreement,
dated as of July 17, 1995, as amended by First Amendment to Amended and
Restated Reducing Revolving Credit Agreement dated as of March 27, 1996 (as
amended, supplemented or otherwise modified from time to time, collectively the
"Credit Agreement"), by and among PRIMADONNA RESORTS, INC., a Nevada
corporation, THE PRIMADONNA CORPORATION, a Nevada corporation and PRMA LAND
DEVELOPMENT COMPANY, a Nevada corporation (collectively the "Borrowers"), FIRST
INTERSTATE BANK OF NEVADA, N.A., BANK OF SCOTLAND, THE LONG-TERM CREDIT BANK OF
JAPAN, LTD., Los Angeles Agency, SOCIETE GENERALE, BANK OF AMERICA NEVADA, BANK
OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, MIDLANTIC BANK, N.A., FIRST
SECURITY BANK OF UTAH, N.A., THE SUMITOMO BANK, LIMITED, Chicago Branch, U.S.
BANK OF NEVADA, ABN AMRO BANK N.V., BANK OF THE WEST, BANK OF HAWAII, BANKERS
TRUST COMPANY, FIRST HAWAIIAN BANK, NBD BANK and THE NIPPON CREDIT BANK, LTD.,
Los Angeles Agency (herein together with their respective successors and
assigns collectively the "Lenders"), FIRST INTERSTATE BANK OF NEVADA, N.A., as
the swingline lender (herein in such capacity, together with its successors and
assigns, the "Swingline Lender"), FIRST INTERSTATE BANK OF NEVADA, N.A., as the
issuer of letters of credit hereunder (herein in such capacity, together with
its successors and assigns, the "L/C Issuer"), BANK OF SCOTLAND, SOCIETE
GENERALE and THE LONG-TERM CREDIT BANK OF JAPAN, LTD., Los Angeles Agency, as
co-agents for the Lenders ("Co-Agents"), BANK OF AMERICA NEVADA, as lead
manager for the Lenders ("Lead Manager") and FIRST INTERSTATE BANK OF NEVADA,
N.A., as administrative and collateral agent for the Lenders, Swingline Lender
and L/C Issuer (herein, in such capacity, called the "Agent Bank" and, together
with the Lenders, Swingline Lender, L/C Issuer, Co-Agents and Lead Manager,
collectively referred to as the "Banks"). Capitalized terms used herein with-
out definition shall have the meanings attributed to them in Section 1.01 of
the Credit Agreement.
Pursuant to Section 2.08b of the Credit Agreement, this Notice of Swingline
Advance represents Borrowers' request for a Swingline Advance to be advanced
on _____________, 19___ (the "Swingline Funding Date") from the Swingline
Lender in the principal amount of ___________________________________
($_____________), which Swingline Advance shall bear interest at [the Prime
Rate plus the Applicable Margin] [the LIBO Rate, based on a hypothetical one
(1) month LIBOR Loan Interest Period, plus the Applicable Margin]. Proceeds of
such Swingline Advance are to be disbursed on the Swingline Funding Date in
immediately available funds to the Designated Deposit Account at Agent Bank's
Main Branch at 3800 Howard Hughes Parkway, Las Vegas, Nevada, Account No.
_________________.
Borrowers hereby certify that (i) the representations and warranties contained
in Article IV of the Credit Agreement and in the Environmental Certificate
(other than representations and warranties which expressly speak only as of a
different date, which shall be true and correct in all material respects as of
such date), shall be true and correct in all material respects on and as of the
Swingline Funding Date, except to the extent that such representations and
warranties are not true and correct as a result of a change which is permitted
29
<PAGE>
by the Credit Agreement or by any other Loan Document or which has been
otherwise consented to by Agent Bank; (ii) no Default or Event of Default has
occurred and is continuing under the Credit Agreement or any other Loan
Document or will result from the making of the requested Swingline Advance;
(iii) Borrowers have and shall have satisfied all conditions precedent under
Section 2.08 and Article III B of the Credit Agreement required to be performed
by them on or before the Swingline Funding Date (unless otherwise waived
pursuant to the terms of the Credit Agreement); (iv) since the date of the most
recent audited financial statements referred to in Sections 3.21 and 5.08(b) of
the Credit Agreement, no Material Adverse Change shall have occurred; and (v)
the Swingline Outstandings, after giving effect to the requested Swingline
Advance, will not exceed Seven Million Five Hundred Thousand Dollars
($7,500,000.00) and the amount requested does not exceed the Available
Borrowings.
Borrowers further certify that as of the Swingline Funding Date, without regard
to the requested Swingline Advance:
A.The Maximum Permitted Balance is $_________
B.The Funded Outstandings are$__________
The Swingline Outstandings are$__________
The L/C Exposure is$__________
Fifty percent (50%) of the
Adjusted PRMA Contingent
Liabilities are$__________
Total$__________
C.The Maximum Availability
(A minus B) is$__________
The Borrowers have caused this Notice of Swingline Advance to be executed and
delivered, and the certification and warranties contained herein to be made, by
its Authorized Officer this ____ day of _____________, 199__.
PRIMADONNA RESORTS, INC.,
THE PRIMADONNA CORPORATION,
PRMA LAND DEVELOPMENT
COMPANY
Name: _____________________
Title: _____________________
Authorized Officer
Print
Name: ______________________
30
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