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EXHIBIT 10.32
FIRST AMENDMENT TO
FIRST AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is made and dated as of the 26th day of July, 2000, by and
among BOYD GAMING CORPORATION, a Nevada corporation (the "Borrower"), the
commercial lending institutions listed on the signature pages hereof
(collectively, the "Lenders"), WELLS FARGO BANK, N.A., as Swingline Lender and
Syndication Agent, CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), as letter of
credit issuer, BANK OF AMERICA, N.A., as Documentation Agent, and CIBC, as
administrative agent and collateral agent for the Lenders (herein, in such
capacity, called the "Agent").
RECITALS
A. The Borrower and the Lenders entered into that certain First Amended
and Restated Credit Agreement dated as of June 30, 1999 (the "Credit
Agreement"), pursuant to which the Lenders agreed to extend credit to the
Borrower on the terms and subject to the conditions set forth therein.
B. The Borrower and the Lenders desire to amend certain terms and
conditions of the Credit Agreement pursuant to this Amendment.
NOW, THEREFORE, in consideration of the above Recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree to amend the Credit Agreement as
follows:
AGREEMENT
1. The Credit Agreement is hereby amended as follows:
a. The definition of the term "EBITDA" in Section 1.1 of the Credit
Agreement is hereby amended by adding the following clause immediately prior to
the end thereof:
"provided, however, that the $70,988,000 payment received by the
Borrower in January of 2000 in connection with the termination of its
management contract for the Silver Star Hotel and Casino shall not be
recorded solely in the first
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Fiscal Quarter of 2000, rather such payment shall be recorded in six
equal installments of $11,833,333 each, commencing with the first
Fiscal Quarter of 2000 through and including the second Fiscal Quarter
of 2001."
b. The following definitions in Section 1.1 of the Credit Agreement are
hereby amended to read in their entirety as follows:
"Aggregate Percentage" means, relative to any Lender, the
percentage set forth opposite its name on Schedule I under the caption
"Aggregate Percentage" or as set forth in its Lender Assignment
Agreement, as such percentage may be adjusted from time to time
pursuant to Section 2.9 or pursuant to Lender Assignment Agreements
executed by such Lender and its Assignee Lenders and delivered pursuant
to Section 10.11.
"Revolving Loan Commitment Amount" means, on any date,
$500,000,000, as such amount may be reduced from time to time pursuant
to Section 2.2 or increased pursuant to Section 2.9 minus the aggregate
principal amount of indebtedness of the Borrower to the Swingline
Lender resulting from outstanding Swing Loans, minus the aggregate
undrawn face amount of outstanding Letters of Credit.
"Revolving Percentage" means, relative to any Revolving Lender
for all Revolving Loans made or Letters of Credit issued, the
percentage set forth opposite its name on Schedule I under the caption
"Revolving Percentage" or as set forth in its Lender Assignment
Agreement, as such percentage may be adjusted from time to time
pursuant to Section 2.9 or pursuant to Lender Assignment Agreements
executed by such Lender and its Assignee Lenders and delivered pursuant
to Section 10.11.
"Term Loan Commitment Amount" means, on any date,
$100,000,000, as such amount may be reduced from time to time pursuant
to Section 2.2 or increased pursuant to Section 2.9.
"Term Percentage" means, relative to any Term Lender for its
Term Loan made, the percentage set forth opposite its name on Schedule
I under the caption "Term Percentage" or as set forth in its Lender
Assignment Agreement, as such percentage may be adjusted from time to
time pursuant to Section 2.9 or pursuant to Lender Assignment
Agreements
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executed by such Lender and its Assignee Lenders and delivered pursuant
to Section 10.11.
c. The third sentence of Section 2.1.1 of the Credit Agreement is
hereby amended to read in its entirety as follows:
"Except as otherwise provided in Section 2.9, on the date of the
initial Borrowing hereunder, the Term Loan Commitment shall terminate,
and any portion of the Term Loan Commitment Amount that is not borrowed
on such date shall be extinguished."
d. Clause (a) of Section 2.2.3 of the Credit Agreement is hereby
amended by adding the following sentence immediately prior to the end thereof:
"In the event that the Revolving Loan Commitment Amount shall be
increased pursuant to Section 2.9 hereof, the reduction amounts shown
above from and after the date of such increase will be ratably
increased."
e. Clause (b) of Section 2.2.3 of the Credit Agreement is hereby
amended by adding the following sentence immediately prior to the end thereof:
"In the event that the Term Loan Commitment Amount shall be increased
pursuant to Section 2.9 hereof, the reduction amounts shown above from
and after the date of such increase will be ratably increased."
f. Clause (ii) of Section 7.1.12 of the Credit Agreement is hereby
amended to read in its entirety as follows:
"(ii) Prior to completing the Required Borgata Investment, the
Borrower shall have received not less than $100,000,000 (A) of net
proceeds from the issuance of Subordinated Debt or (B) of increased
Commitment Amounts pursuant to Section 2.9 hereof."
g. Clauses (b), (c) and (d) of Section 7.2.4 of the Credit Agreement
are hereby amended to read in their entirety as follows:
(b) the Total Leverage Ratio at the end of any Fiscal Quarter,
for the period of four consecutive Fiscal Quarters ending on such date,
to be greater than the ratio set forth below opposite such period:
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Period Ratio
------ -----
June 30, 1999 - September 30, 2000 4.50 to 1.0
December 31, 2000 and thereafter 4.75 to 1.0;
provided, that until the Borrower shall have made the Required Borgata
Investment, then the foregoing chart shall be replaced with the
following chart:
Period Ratio
------ -----
June 30, 1999 - December 31, 2001 4.25 to 1.0
March 31, 2002 to December 31, 2002 4.50 to 1.0
March 31, 2003 and thereafter 4.25 to 1.0;
(c) the Senior Secured Leverage Ratio at the end of any Fiscal
Quarter for any period of four consecutive Fiscal Quarters ending on or
after June 30, 1999 to be greater than 2.50 to 1.00; provided, that if
the Borrower shall have increased the Commitment Amounts pursuant to
Section 2.9 hereof by at least $100,000,000, then commencing with the
period of four consecutive Fiscal Quarters ending on December 31, 2001
and continuing for each period of four consecutive Fiscal Quarters
thereafter, the Senior Leverage Ratio at the end of any Fiscal Quarter
shall not be greater than 2.75 to 1.00.
(d) the Interest Coverage Ratio at the end of any Fiscal
Quarter, for the period of four consecutive Fiscal Quarters ending on
such date, to be less than the ratio set forth below opposite such
period:
Period Ratio
------ -----
June 30, 1999 - June 30, 2000 2.50 to 1.0
September 30, 2000 and thereafter 2.25 to 1.0;
provided that until the Borrower shall have made the Required Borgata
Investment, then the foregoing chart shall be replaced with the
following chart:
Period Ratio
------ -----
June 30, 1999 and thereafter 2.50 to 1.0;
h. Clause (ii) of Section 7.2.5 of the Credit Agreement is hereby
amended by replacing the figure "$150,000,000" with the figure "$225,000,000".
i. There shall be added to the Credit Agreement a new Section 2.9
reading in its entirety as follows:
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SECTION 2.9. Increase in Revolving Loan Commitment Amount
and/or Term Loan Commitment Amount.
(a) Provided that no Default or Event of Default then exists,
the Borrower may on any Business Day prior to the Revolving Loan
Commitment Termination Date, request in writing that the then effective
Term Loan Commitment Amount and/or Revolving Loan Commitment Amount be
increased in accordance with the provisions of this Section. The
Borrower may make only two requests under this Section and in no event
may the aggregate amount of such increases exceed $150,000,000. Not
less than $100,000,000 of any requested increase shall be used by the
Borrower to fund its Investment in the Borgata Joint Venture. Any
request under this Section to increase the Commitment Amount(s)shall be
submitted by the Borrower to the Agent, specify the proposed effective
date (which date shall be not less than 5 days after the date of such
request), the amount of such increase and the Commitment Amount(s)
proposed to be increased (which shall be in integral multiples of
$1,000,000) and the Borrower's uses for such increase. The Agent may,
in the exercise of its sole discretion, approve or disapprove of the
Borrower's request. If the Agent shall approve, no Lender shall have
any obligation, express or implied, to offer to increase its
Commitment. Only the consent of the Agent and those Lenders that have
increased their Commitments (the "Increasing Lenders") shall be
required for an increase in the Commitment Amounts pursuant to this
Section.
(b) The Borrower may accept some or all of the offered amounts
from the then-current Lenders or designate new lenders who qualify as
Eligible Assignees and which are reasonably acceptable to the Agent as
additional Lenders hereunder in accordance with clause (c) of this
Section (each, a "New Lender"), which New Lender may assume all or a
portion of the increase in the applicable Commitment Amount. The Agent
and the Borrower shall have discretion to adjust the allocation of the
increased Commitment Amount among Increasing Lenders and New Lenders.
(c) Each New Lender designated by the Borrower and reasonably
acceptable to the Agent shall become an additional party hereto as a
New Lender concurrently with the effectiveness of the proposed increase
in the applicable Commitment Amount upon its execution of an instrument
of joinder to this Agreement which is in form and substance
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reasonably acceptable to the Agent and which, in any event, contains
the representations, warranties, indemnities and other protections
afforded to the Agent and the other Lenders.
(d) Subject to the foregoing, any increase requested by the
Borrower shall be effective as of the date proposed by the Borrower and
shall be in the principal amount equal to (i) the amount which
Increasing Lenders are willing to assume as increases to the amount of
their Commitments plus (ii) the amount offered by any New Lender, in
either case as adjusted by the Agent and the Borrower pursuant to
Section 2.9(b). Upon the effectiveness of any such increase, if
requested by the applicable Lender, the Borrower shall issue
replacement Notes to each Increasing Lender and new Notes to each New
Lender, and the applicable Percentages of each Lender will be adjusted
to give effect to the increase in the applicable Commitment Amount as
set forth in a new Schedule I issued by the Agent. To the extent that
the adjustment of Percentages results in loss or expenses to any Lender
as a result of the prepayment of any Eurodollar Rate Loan on a date
other than the scheduled last day of the Interest Period applicable
thereto, the Borrower shall be responsible for such loss or expenses
pursuant to Section 4.4.
2. Effective Date. This Amendment shall be effective on the date on
which:
a. This Amendment shall have been executed by the Borrower, the
Majority Revolving Lenders and the Majority Lenders; and
b. The Agent shall have received executed acknowledgment and
reaffirmations, substantially in the form set forth in Exhibit A hereto, duly
executed by each of the Guarantors;
and, on such date the Applicable Margin shall be adjusted to give effect to the
terms hereof.
3. Representations and Warranties. The Borrower hereby represents and
warrants to the Agent and the Lenders as follows:
a. The Borrower has the power and authority and the legal right to
execute, deliver and perform this Amendment and has taken all necessary action
to authorize the execution, delivery and performance of this Amendment. This
Amendment has been duly
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executed and delivered by the Borrower. The Credit Agreement (as amended by this
Amendment) and the other Loan Documents to which the Borrower is party
constitute legal, valid, and binding obligations of the Borrower, enforceable
against the Borrower in accordance with their terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other similar laws now or
hereafter in effect relating to creditors' rights generally, and general
principles of equity.
b. At and as of the date of execution hereof and at and as of the
effective date of this Amendment and after giving effect to this Amendment: (1)
the representations and warranties of the Borrower contained in the Credit
Agreement are true and correct in all respects, and (2) no Default or Event of
Default has occurred and is continuing under the Credit Agreement.
4. Reaffirmation of Credit Agreement. This Amendment shall be deemed to
be an amendment to the Credit Agreement, and the Credit Agreement, as amended
hereby, is hereby ratified, approved and confirmed in each and every respect.
All references to the Credit Agreement in any other document, instrument,
agreement or writing shall hereafter be deemed to refer to the Credit Agreement
as amended hereby.
5. Reaffirmation of Loan Documents. The Borrower hereby further affirms
and agrees that (a) the execution and delivery by the Borrower of and the
performance of its obligations under the Credit Agreement, as amended by this
Amendment, shall not in any way amend, impair, invalidate or otherwise affect
any of the obligations of the Borrower or the rights of the Agent or the Lenders
under any of the Loan Documents or any other document or instrument made or
given by the Borrower in connection therewith, and (b) the term "Obligations" as
used in the Loan Documents includes, without limitation, the Obligations of the
Borrower under the Credit Agreement as amended by this Amendment.
6. Miscellaneous Provisions.
a. Survival. The provisions of this Amendment shall survive to the
extent provided in Section 10.5 of the Credit Agreement.
b. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF NEVADA.
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c. Counterparts. This Amendment may be executed in any number of
counterparts, all of which together shall constituted one agreement.
d. No Other Amendment. Except as expressly amended herein, the Credit
Agreement, the other Loan Documents and all documents, instruments and
agreements relating thereto or executed in connection therewith shall remain in
full force and effect as currently written.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
BOYD GAMING CORPORATION
By: /s/ ELLIS LANDAU
------------------------------
Title: Executive Vice President
CANADIAN IMPERIAL BANK OF COMMERCE,
as Agent and L/C Issuer
By: /s/ PAUL J. CHAKMAK
-----------------------------
Title: Managing Director
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EXHIBIT A to First Amendment
to First Amended and Restated
Credit Agreement
July 26, 2000
The parties listed on
the signature pages hereof
c/o Boyd Gaming Corporation
2950 South Industrial Road
Las Vegas, Nevada 89109
Attention: Chief Financial Officer
Re: Boyd Gaming Corporation
Gentlemen:
Please refer to (1) the First Amended and Restated Credit Agreement,
dated as of June 30, 1999 (the "Credit Agreement"), by and among Boyd Gaming
Corporation, as the Borrower, the commercial lending institutions party thereto
(collectively, the "Lenders"), Wells Fargo Bank, N.A., as Swingline Lender and
Syndication Agent, Canadian Imperial Bank of Commerce ("CIBC"), as letter of
credit issuer, Bank of America, N.A., as Documentation Agent, and CIBC, as
Administrative Agent and collateral agent for the Lenders (herein, in such
capacity, called the "Agent") (the Lenders and the Agent herein are collectively
called the "Beneficiaries") and (2) the Amended and Restated General Continuing
Guaranty, dated as of June 30, 1999 (the "Guaranty") to which each of you is now
a party in favor of the Agent for the Beneficiaries. Pursuant to an amendment
dated of even date herewith, certain terms of the Credit Agreement were amended.
We hereby request that you (i) acknowledge and reaffirm all of your obligations
and undertakings under the Guaranty and (ii) acknowledge and agree that the
Guaranty is and shall remain in full force and effect in accordance with the
terms thereof.
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Please indicate your agreement to the foregoing by signing in the space
provided below, and returning the executed copy to the undersigned.
CANADIAN IMPERIAL BANK OF COMMERCE,
as Agent
By:
----------------------------------
Title: Managing Director
CIBC World Markets Corp.,
AS AGENT
Acknowledged and Agreed: MARE-BEAR, INC.
a Nevada corporation
By:
----------------------------------
Title:
SAM-WILL, INC.
a Nevada corporation
By:
----------------------------------
Title:
BOYD TUNICA, INC.
a Mississippi corporation
By:
----------------------------------
Title:
CALIFORNIA HOTEL AND CASINO
a Nevada corporation
By:
----------------------------------
Title:
2
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CALIFORNIA HOTEL FINANCE
CORPORATION, a Nevada corporation
By:
----------------------------------
Title:
BOYD ATLANTIC CITY, INC.
a New Jersey corporation
By:
----------------------------------
Title:
ELDORADO, INC.
a Nevada corporation
By:
----------------------------------
Title:
PAR-A-DICE GAMING CORPORATION
an Illinois corporation
By:
----------------------------------
Title:
BOYD MISSISSIPPI, INC.
a Nevada corporation
By:
----------------------------------
Title:
3
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BOYD KENNER, INC.
a Louisiana corporation
By:
----------------------------------
Title:
BOYD LOUISIANA L.L.C.
a Louisiana limited liability
company
By:
----------------------------------
Title:
M.S.W., INC.
a Nevada corporation
By:
----------------------------------
Title:
TREASURE CHEST CASINO, L.L.C.
a Louisiana limited liability
company
By: Boyd Kenner, Inc.,
Managing Agent
By:
----------------------------------
Title:
4
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BLUE CHIP CASINO LLC, an Indiana
limited liability company
By: Boyd Indiana, Inc., an Indiana
corporation, its sole member
By:
----------------------------------
Title:
BOYD INDIANA, INC.
By:
----------------------------------
Title:
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