EXHIBIT 10.25
FOURTH AMENDMENT TO LOAN AGREEMENT
THIS FOURTH AMENDMENT TO LOAN AGREEMENT (this "Amendment") is entered
into effective the 31st day of July, 2001, by and among THE CHASE MANHATTAN
BANK, successor by merger to CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, f/k/a
TEXAS COMMERCE BANK NATIONAL ASSOCIATION ("Lender"), with its office at 000 X.
Xxxx, Xx Xxxx, Xxxxx 00000, XXXXX OF XXXX L.P., a Texas limited partnership,
with its principal office at 1 Xxxxx of Xxxx Xxxxx, Xx Xxxx, Xxxxx 00000
("Borrower"), XXXXX OF XXXX LIMITED, a Bermuda corporation ("Limited"), with its
principal office at 1 Xxxxx of Xxxx Xxxxx, Xx Xxxx, Xxxxx 00000, HOT NEVADA,
INC., a Nevada corporation, with its principal office at 0000 Xxxxxxxxx Xxxxx,
Xxxxx 000, Xxxx, Xxxxxx 00000, XXXXX OF XXXX LIMITED, a Barbados corporation,
with its principal office at P. X. Xxx 00, Xxxxxxx Xxxxx, Xxxxxxx Road, St.
Xxxxxxx, Barbados, West Indies, XXXXX OF XXXX NEVADA CORPORATION, a Nevada
corporation, with its principal office at 1 Xxxxx of Xxxx Xxxxx, Xx Xxxx, Xxxxx
00000, and XXXXX OF XXXX TEXAS CORPORATION, a Texas corporation, with its
principal office at 1 Xxxxx of Xxxx Xxxxx, Xx Xxxx, Xxxxx 00000 (collectively
"Guarantors") for the purpose of amending and supplementing that one certain
Loan Agreement dated as of December 31, 1996, among Lender, Borrower, Limited
and XXXXX OF XXXX TEXAS CORPORATION, as amended by an Amendment to Loan
Agreement dated effective July 31, 1997, by a Second Amendment to Loan Agreement
dated effective July 31, 1998, and by a Third Amendment to Loan Agreement dated
effective July 31, 2000 (the "Loan Agreement"). Capitalized terms used, but not
otherwise defined, in this Amendment shall have the meanings ascribed to them in
the Loan Agreement.
WHEREAS, Borrower has requested Lender to extend the period in which
Borrower may request loans under the reinstated revolving line of credit, all in
accordance with the terms of this Amendment, which Lender is willing to do upon
the terms and conditions hereinafter set forth;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Lender, Borrower and Guarantors
hereby agree as follows:
1. ADVANCE PERIOD. The Commitment Period as used in the Loan Agreement
is hereby extended to August 31, 2001.
2. LETTERS OF CREDIT. Paragraph 6 of the Second Amendment is amended to
read as follows:
2.01.1 Letters of Credit. In the event that during the
Commitment Period Lender shall agree to issue on Borrower's account
letters of credit ("Letters of Credit"), as defined in Chapter 5 of the
Texas Uniform Commercial Code - Letters of Credit, then Borrower agrees
as aforesaid that (i) the available principal balance of the Revolving
Credit Loan shall be reduced by the aggregate amount of
all Letters of Credit outstanding from time to time; (ii) outstanding
Letters of Credit shall never exceed in the aggregate at any time the
sum of $3,000,000.00, and (iii) no Letter of Credit shall have an
expiry date later than August 31, 2001.
Borrower agrees to pay to Lender a fee for issuing Letters of
Credit equal to the face amount of the Letter of Credit times the Fee
Percentage per annum (prorated based on the term of the Letter of
Credit to be issued) determined in accordance with the chart set forth
below, and Borrower further agrees that should Lender be required to
fund all or any part of any Letter of Credit on behalf of Borrower, any
such funding shall be simultaneously charged to the Revolving Credit
Loan, subject to all of the terms and conditions of this Agreement.
CONSOLIDATED INDEBTEDNESS
TO CONSOLIDATED EBITDA
RATIO FEE PERCENTAGE PER ANNUM
------------------------- ------------------------
Under 1.00x 1.00%
1.00x to 1.25x 1.10%
1.26x to 1.50x 1.25%
1.51x to 1.75x 1.40%
1.76x to 2.00x 1.55%
2.01x to 2.25x 1.70%
2.26x to 2.50x 1.85%
2.51x to 2.75x 2.05%
2.76x to 4.0x 2.25%
3. CONTINUED VALIDITY. Except as expressly provided in this Amendment,
all terms, conditions, representations, warranties, and covenants contained in
the
Loan Agreement, shall remain in full force and effect, and are hereby
confirmed and acknowledged by Borrower.
4. COUNTERPARTS. This Amendment may be executed in several
counterparts, each of which shall be fully effective as an original, and all of
which together shall constitute one and the same instrument.
5. DISCLOSURE. As of the date hereof, there is no fact known to
Borrower which Borrower has not disclosed to Lender in writing, that materially
and adversely affects or in the future may (as far as Borrower can now foresee)
materially and adversely affect the business, operations, properties, prospects
or conditions, financial or otherwise, of Borrower or any of its affiliates.
Borrower shall immediately notify the Lender in writing in the event any such
fact or facts become known during the term of the Loan Agreement, as herein
amended.
6. CONDITIONS. This Amendment shall not be effective unless and until
the Lender shall have received this Amendment and all such other agreements,
documents or
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instruments necessary or required by Lender in connection with the transactions
contemplated by this Amendment, all duly executed.
7. NO DEFAULT. Borrower represents and warrants to Lender (after giving
effect to the terms and conditions of this Amendment), that there exists on this
day no Event of Default, as that term is defined in the Loan Agreement, and no
event which, with notice or lapse of time or both, would become an Event of
Default.
8. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and
warrants to Lender that all of the representations and warranties set forth in
the Loan Agreement (after giving effect to the terms and conditions of this
Amendment), are true and correct on and as of the date of this Amendment as if
made on and as of such date.
9. DEFAULT. It is understood and agreed by Borrower that an Event of
Default shall exist if any representation, warranty or covenant made or deemed
made by Borrower in this Amendment, in the Loan Agreement (including all
amendments and supplements thereto), or in any document or exhibit attached
thereto or referred to therein, shall prove to have been incorrect in any
material respect on or as of the date made or deemed made.
10. CONSTRUCTION. This Amendment and the rights and obligations of the
parties hereunder shall be construed and interpreted in accordance with and
governed by, the laws of the State of
Texas, except as federal law may apply.
11. BINDING EFFECT. This Amendment shall be binding upon and inure to
the benefit of and be enforceable by the parties hereto and their respective
successors and assigns; provided, however, that Borrower shall not assign or
transfer its rights or obligations hereunder without the prior written consent
of the Lender.
12. OTHER TERMS. Except as expressly provided herein, all of the terms
and conditions of the Loan Agreement and the Guaranties (collectively, the "Loan
Documents"), and any and all other documents described in or executed in
connection with the Loan Documents shall continue in full force and effect and
are hereby reaffirmed. It is expressly understood and agreed that if there are
inconsistencies between or among the Loan Documents, the terms of the Loan
Agreement, as amended, shall prevail.
THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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XXXXX OF XXXX LP., a
Texas limited
partnership
By: Xxxxx of Xxxx Nevada Corporation
General Partner
By: /s/ XXXXXXX X. XXXXXX
--------------------------------------------
Xxxxxxx X. Xxxxxx
Senior Vice President-Finance and Chief
Financial Officer
BORROWER
XXXXX OF XXXX LIMITED, a Bermuda
corporation
By: /s/ XXXXXXX X. XXXXXX
--------------------------------------------
Xxxxxxx X. Xxxxxx
Senior Vice President-Finance and Chief
Financial Officer
XXXXX OF XXXX LIMITED, a Barbados corporation
By: /s/ XXXXXXX X. XXXXXX
--------------------------------------------
Xxxxxxx X. Xxxxxx
Senior Vice President-Finance, Chief
Financial Officer, and Treasurer
HOT NEVADA, INC. a Nevada corporation
By:
--------------------------------------------
Xxxx X. Xxxxxxxxxx
President, Treasurer and Secretary
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XXXXX OF XXXX NEVADA CORPORATION,
a Nevada corporation
By: /s/ XXXXXXX X. XXXXXX
--------------------------------------------
Xxxxxxx X. Xxxxxx
Senior Vice President-Finance and Chief
Financial Officer
XXXXX OF XXXX
TEXAS CORPORATION
a Texas corporation
By: /s/ XXXXXXX X. XXXXXX
--------------------------------------------
Xxxxxxx X. Xxxxxx
Senior Vice President-Finance and Chief
Financial Officer, and Treasurer
GUARANTORS
THE CHASE MANHATTAN BANK
By: /s/ XXXXX XXXXXXXXX
--------------------------------------------
Xxxxx Xxxxxxxxx
Vice President
LENDER
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