EXHIBIT 10.27
October 12, 1997
Redwood Gaming Limited Liability Company
XxXxxxxxx Entertainment Louisiana Gaming, Inc.
000 Xxxxx Xxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xx. Xxxxxx X. XxXxxxxxx, Xx.
Re: Amendment to Note and Warrant Purchase Agreement dated November 16,
1997 by and among Redwood Gaming Limited Liability Company (formerly
known as Golden Gate Gaming, limited liability company) ("Redwood"),
Xxxxxx X. XxXxxxxxx, Xx,, Xxxxxxx X. XxXxxxxxx, and Hollywood Casino
Corporation ("Hollywood") (as amended, the "Note and Warrant
Purchase Agreement") and Waiver and Release by XxXxxxxxx
Entertainment Louisiana Gaming, Inc. ("DELG") and HWCC-Louisiana,
Inc. ("HWCC") of Section 8.01 of the Agreement dated August 1, 1996,
by and between HWCC and DELG (the "Louisiana JV Agreement")
Dear Xx. XxXxxxxxx:
Contingent upon receipt by no later than 7:00 p.m. Central Standard Time
today of a copy of this letter countersigned by (i) HWCC agreeing and
acknowledging that as of the date of this letter, HWCC waives all of its rights
under, and releases DELG and its owners, members, officers, agents, family
members and affiliates from any and all obligations arising under, Section 8.01
of the Louisiana JV Agreement, (ii) DELG agreeing and acknowledging that as of
the date of this letter, DELG waives all of its rights under, and releases HWCC
and its owners, officers, agents, family members and affiliates from any and all
obligations arising under, Section 8.01 of the Louisiana JV Agreement, and (iii)
Redwood agreeing to the Note and Warrant Purchase Agreement Amendments (as
hereafter defined), Hollywood agrees and acknowledges that the Note and Warrant
Purchase Agreement is hereby amended as follows (collectively, the "Note and
Warrant Purchase Agreement Amendments"):
(i) Sections 2.2(i), (ii) and (iii) of the Note and Warrant Purchase
Agreement are amended and restated to read in their entirety as follows:
"(i) No payments of principal or interest shall be payable prior to
February 1, 1998, except as provided in Section 2.5.1. The unpaid
principal of and accrued unpaid interest on the Notes (the "Unpaid
Balance") as of February 1, 1998 shall be due and payable in eleven (11)
equal quarterly installments, each in an amount equal to (i) the Unpaid
Balance as of February 1, 1998 divided by twelve (12), commencing on
February 1, 1998, and thereafter, on the first (1st) day of each
succeeding May, August, November and February, through and including
August, 2000;
Redwood Gaming Limited Liability Company
October 12, 1997
Page 2
(ii) Interest, computed as aforesaid, on the Unpaid Balance and all other
amounts outstanding under the Notes shall be due and payable quarterly as
it accrues, commencing on May 1, 1998, and thereafter, on the first (1st)
day of each succeeding August, November, February and May, until all
outstanding payments are paid in full;
(iii) The entire unpaid principal balance of and interest on the Notes
shall be finally due and payable in one (1) final installment, on November
15, 2000."
(ii) The reference in Section 3.1 to the date "November 15, 1998" is
hereby deleted and replaced with a reference to the date "February 1, 1999".
(iii) The reference in Section 3.2.1 to the date "November 15, 1998" is
hereby deleted and replaced with a reference to the date "February 1, 1999".
(iv) All references in Section 3.3 to the dates "September 15, 1998" and
"November 15, 1998" are hereby deleted and replaced with references to the dates
"December 15, 1998" and February 1, 1999", respectively.
(v) All references in the Warrant Certificates (as defined in the Note and
Warrant Purchase Agreement) to the date "November 15, 1998" are hereby deleted
and replaced with references to the date "February 1, 1999".
Very truly yours,
HOLLYWOOD CASINO CORPORATION
By:/s/ Xxxx X. Xxxxx
--------------------------------------------
Xxxx X. Xxxxx, Chairman of the Board and CEO
Redwood Gaming Limited Liability Company
October 12, 1997
Page 3
AGREED TO AND ACKNOWLEDGED BY:
HWCC-LOUISIANA, INC.
By: /s/ Xxxx X. Xxxxx
--------------------------------------------------
Xxxx X. Xxxxx, Chairman of the Board and President
XXXXXXXXX ENTERTAINMENT
LOUISIANA GAMING, INC.
By: /s/ Xxxxxx X. XxXxxxxxx, Xx.
--------------------------------------------------
Xxxxxx X. XxXxxxxxx, Xx., President
REDWOOD GAMING LIMITED LIABILITY COMPANY
By: DeMur, Inc., its Manager
By: /s/ Xxxxxx X.XxXxxxxxx, Xx.
--------------------------------------------------
Xxxxxx X. XxXxxxxxx, Xx., Manager
