SIXTH AMENDMENT SIXTH AMENDMENT (this "Amendment"), dated as of May 4, 2000, among ALLIANCE GAMING CORPORATION, a Nevada corporation (the "U.S. Borrower"), BALLY WULFF VERTRIEBS GMBH, a company with limited liability organized under the laws of the...
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EXHIBIT 4.7
SIXTH AMENDMENT
SIXTH AMENDMENT (this "Amendment"), dated as of May 4, 2000, among
ALLIANCE GAMING CORPORATION, a Nevada corporation (the "U.S. Borrower"), BALLY
XXXXX VERTRIEBS GMBH, a company with limited liability organized under the laws
of the Federal Republic of Germany ("Bally Xxxxx Vertriebs"), BALLY XXXXX
AUTOMATEN GMBH, a company with limited liability organized under the laws of the
Federal Republic of Germany ("Bally Xxxxx Automaten" and, together with Bally
Xxxxx Vertriebs, the "German Borrowers," and each a "German Borrower" and the
German Borrowers, together with the U.S. Borrower, the "Borrowers," and each a
"Borrower"), the financial institutions party to the Credit Agreement referred
to below (the "Lenders") and CREDIT SUISSE FIRST BOSTON, as Administrative
Agent. Unless otherwise defined herein, all capitalized terms used herein and
defined in the Credit Agreement referred to below are used herein as so defined.
W I T N E S S E T H :
WHEREAS, the Borrowers, the Lenders and the Administrative Agent are
parties to a Credit Agreement, dated as of August 8, 1997 (as amended, modified
or supplemented through, but not including, the date hereof the "Credit
Agreement");
WHEREAS, the parties hereto wish to amend the Credit Agreement as herein
provided;
NOW, THEREFORE, it is agreed:
1. The definitions of "Applicable Commitment Commission Percentage" and
"Applicable Margin" appearing in Section 11.01 of the Credit Agreement are
hereby amended by (i) deleting the table appearing therein in its entirety and
inserting the following new table in lieu thereof:
Xxxxx Xxxxx Xxxxx Xxxxx
"Xxxxx 0 0 0 0
------ ----- ----- ----- -----
Euro Rate Loan Margin for U.S.
Borrower Tranche A Term Loans,
German Borrower Tranche A Term
Loans and Revolving Loans 2.75% 3.00% 3.25% 3.75%
2
Base Rate Loan Margin for U.S.
Borrower Tranche A Term Loans,
Revolving Loans and Swingline Loans 1.75% 2.00% 2.25% 2.75%
Euro Rate Loan Margin for Delayed
Draw Term Loans and Tranche B Term
Loans 3.50% 3.50% 3.75% 4.25%
Base Rate Loan Margin for Delayed
Draw Term Loans and Tranche B Term
Loans 2.50% 2.50% 2.75% 3.25%
Euro Rate Loan Margin for Tranche C
Term Loans 3.75% 3.75% 4.00% 4.50%
Base Rate Loan Margin for Tranche C
Term Loans 2.75% 2.75% 3.00% 3.50%
Applicable Commitment Commission
Percentage 0.40% 0.45% 0.50% 0.50%
2. This Amendment shall become effective on the date (the "Sixth
Amendment Effective Date") when each Borrower, each Subsidiary Guarantor and the
Required Lenders have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile
transmission) the same to the Administrative Agent at the Notice Office,
provided that the increase in the Applicable Margin pursuant to this Amendment
shall be deemed to be effective on April 28, 2000, and if any interest payments
were made on or after April 28, 2000 and prior to the Sixth Amendment Effective
Date, the Borrowers shall pay to the Administrative Agent (for the pro rata
distribution of the Lenders in accordance with Section 4.03 of the Credit
Agreement) such additional amounts as would have been paid to the Administrative
Agent had the increase in the Applicable Margin pursuant to this Amendment been
effective on April 28, 2000.
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3. Each Subsidiary Guarantor acknowledges and agrees that all
extensions of credit pursuant to the Credit Agreement, as amended hereby, shall
be fully guaranteed pursuant to the Subsidiary Guarantees and entitled to the
benefits of the respective Security Documents.
4. In order to induce the Lenders to enter into this Amendment, each
Borrower hereby represents and warrants that (i) the representations and
warranties contained in Section 7 of the Credit Agreement are true and correct
in all material respects on and as of the Sixth Amendment Effective Date, both
before and after giving effect to this Amendment (it being understood and agreed
that, as to any representation or warranty which by its terms is made as of a
specified date, each Borrower represents and warrants that such representation
and warranty is true and correct in all material respects only as of such
specified date) and (ii) there exists no Default or Event of Default on the
Sixth Amendment Effective Date, both before and after giving effect to this
Amendment.
5. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.
6. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the U.S. Borrower and the Administrative
Agent.
7. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
8. From and after the Sixth Amendment Effective Date, all references in
the Credit Agreement and in the other Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement as modified hereby.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first above
written.
ALLIANCE GAMING CORPORATION
By___________________________________
Name:
Title:
BALLY XXXXX VERTRIEBS GMBH
By___________________________________
Name:
Title:
BALLY XXXXX AUTOMATEN GMBH
By___________________________________
Name:
Title:
ALLIANCE HOLDING COMPANY,
as a Guarantor
By___________________________________
Name:
Title:
APT GAMES, INC.,
as a Guarantor
By___________________________________
Name:
Title:
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UNITED COIN MACHINE CO.,
as a Guarantor
By___________________________________
Name:
Title:
PLANTATION INVESTMENTS, INC.,
as a Guarantor
By___________________________________
Name:
Title:
FOREIGN GAMING VENTURES, INC.,
as a Guarantor
By___________________________________
Name:
Title:
LOUISIANA VENTURES, INC.,
as a Guarantor
By___________________________________
Name:
Title:
UNITED GAMING RAINBOW,
as a Guarantor
By___________________________________
Name:
Title:
6
NATIVE AMERICAN INVESTMENT, INC.,
as a Guarantor
By___________________________________
Name:
Title:
BALLY GAMING INTERNATIONAL, INC.,
as a Guarantor
By___________________________________
Name:
Title:
BALLY GAMING, INC.,
as a Guarantor
By___________________________________
Name:
Title:
ALLIANCE AUTOMATEN VERWALTUNGS GMBH,
as a Guarantor
By___________________________________
Name:
Title:
ALLIANCE AUTOMATEN GMBH & CO. KG,
as a Guarantor
By___________________________________
Name:
Title:
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GEDA AUTOMATENGROSSHANDEL GMBH, as a
Guarantor
By___________________________________
Name:
Title:
XXXXXX VERTRIEBS GMBH,
as a Guarantor
By___________________________________
Name:
Title:
WESTAV WEST DEUTSCHER AUTOMATEN
VERTRIEB GMBH, as a Guarantor
By___________________________________
Name:
Title:
BALLY GAMING INTERNATIONAL GMBH, as a
Guarantor
By___________________________________
Name:
Title:
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CREDIT SUISSE FIRST BOSTON,
Individually and as Administrative
Agent
By___________________________________
Name:
Title:
By___________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By___________________________________
Name:
Title:
KZH ING-1 LLC
By___________________________________
Name:
Title:
THE MITSUBISHI TRUST AND BANKING CORP.
By___________________________________
Name:
Title:
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SOUTHERN PACIFIC BANK
By___________________________________
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING RATE
FUND, INC.
By___________________________________
Name:
Title:
XXX XXXXXX PRIME RATE INCOME TRUST
By___________________________________
Name:
Title:
XXX XXXXXX CLO I, LIMITED
By: Xxx Xxxxxx Management Inc., as
Collateral Manager
By___________________________________
Name:
Title:
ML CLO XII PILGRIM AMERICA (Cayman)
LTD.
By: Pilgrim Investments, Inc., as its
Investment Manager
By___________________________________
Name:
Title:
10
XXXXXX XXXXXXX XXXX XXXXXX PRIME
INCOME TRUST
By___________________________________
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research,
as Investment Advisor
By___________________________________
Name:
Title:
CYPRESSTREE INVESTMENT PARTNERS I,
LTD.,
By: CypressTree Investment Management
Company, Inc., as Portfolio
Manager
By___________________________________
Name:
Title:
ARCHIMEDES FUNDING, L.L.C.
By: ING Capital Advisors LLC, as
Collateral Manager
By___________________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By___________________________________
Name:
Title:
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ELF FUNDING TRUST I
By: Highland Capital Management
L.P. as Collateral Manager
By___________________________________
Name:
Title:
XXX CAPITAL FUNDING LP
By: Highland Capital Management L.P.
as Collateral Manager
By___________________________________
Name:
Title:
GLENEAGLES TRADING LLC
By___________________________________
Name:
Title:
SRV HIGHLAND, INC.
By___________________________________
Name:
Title:
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MASSMUTUAL HIGH YIELD PARTNERS II, LLC
By: HYP Management, Inc.,
as Managing Member
By___________________________________
Name:
Title:
CALIFORNIA BANK & TRUST
By___________________________________
Name:
Title:
