EXHIBIT 10.98
EXHIBIT IV-B
[FORM OF SECOND AMENDMENT TO
COMPANY SECURITY AGREEMENT]
THIS SECOND AMENDMENT TO COMPANY SECURITY AGREEMENT (this "AMENDMENT")
is made and entered into as of this ____ day of November, 1997, by and between
SAHARA LAS VEGAS CORP., a Nevada corporation ("GRANTOR"), and SUNAMERICA LIFE
INSURANCE COMPANY, an Arizona corporation ("SUNAMERICA"), as Collateral Agent on
behalf of itself and each of the Holders ("SECURED PARTY").
R E C I T A L S
- - - - - - - -
A. Pursuant to that certain Note Purchase Agreement dated as of
January 16, 1996, by and among Santa Fe Gaming Corporation (formally Sahara
Gaming Corporation) ("SGC"), Grantor and SunAmerica (the "ORIGINAL NOTE PURCHASE
AGREEMENT"), Company issued and sold to SunAmerica certain 12% Notes Due
December 15, 1999 in a principal amount up to $20,000,000 (the "ORIGINAL
NOTES"), which Original Notes were secured by, among other things, that certain
Security Agreement dated as of January 16, 1996 between Grantor and Collateral
Agent (the "ORIGINAL COMPANY SECURITY AGREEMENT").
B. Pursuant to that certain Amended and Restated Note Purchase
Agreement dated as of July 29, 1997, by and among SGC, Grantor, Collateral
Agent, and SunAmerica, Inc. (the "AMENDED AND RESTATED NOTE PURCHASE
AGREEMENT"), (i) Company issued and sold to the Holders, in addition to the
Original Notes, certain additional Notes in a principal amount up to $15,000,000
(the "EXISTING NOTES"), and (ii) SGC and Company agreed that the Existing Notes
would be secured by, among other things, the Collateral pursuant to the Original
Company Security Agreement, as amended by that certain First Amendment to
Company Security Agreement dated as of July 29, 1997 (as so amended, the
"COMPANY SECURITY AGREEMENT").
C. Pursuant to that certain Second Amended and Restated Note
Purchase Agreement of even date herewith, by and among SGC, Grantor, Collateral
Agent, SunAmerica, Inc. ("SAI") and Credit Suisse First Boston Mortgage Capital
LLC ("CSFB") (the "NOTE PURCHASE AGREEMENT"), (i) Company restructured the Notes
issued to SunAmerica pursuant to the Original Note Purchase Agreement and the
Amended and Restated Note Purchase Agreement and agreed to issue and sell (x) to
CSFB certain Tranche A Notes in a principal amount up to $37,000,000, and (y) to
issue to SunAmerica certain Tranche B Notes in a principal amount up to
$20,500,000, and (ii) SGC and Company agreed that the Tranche A Notes and
Tranche B Notes would be secured by, among other things, the Collateral
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pursuant to the Company Security Agreement. All terms not otherwise defined
herein shall have the meanings set forth in the Note Purchase Agreement.
D. The parties hereby desire to amend the Company Security Agreement
as necessary to account for the Tranche A Notes and Tranche B Notes and to
conform the Company Security Agreement to the Note Purchase Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereby amend the Company Security Agreement as follows:
1. All references in the Company Security Agreement to the term
"Note Purchase Agreement" shall be deemed to refer to the Note Purchase
Agreement.
2. All references in the Company Security Agreement to the term
"Notes" shall be deemed to refer to the Tranche A Notes and the Tranche B Notes,
collectively.
3. Section 13(d) of the Company Security Agreement is hereby amended
by deleting all references to "Section 7(b)" and substituting "Section 13(b)"
therefor. Section 13(d) of the Company Security Agreement is hereby further
amended by deleting all references to "Section 7(c)" and substituting "Section
13(c)" therefor.
4. Except as expressly amended and modified hereby, the Company
Security Agreement shall remain in full force and effect.
5. The provisions of this Amendment shall be binding upon, and shall
inure to the benefit of, the successors and assigns of the parties hereto.
6. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which when taken together
shall constitute one and the same instrument. The signature and acknowledgment
pages of any counterpart may be detached therefrom without impairing the legal
effect of the signatures and acknowledgments thereto, provided such signature
and acknowledgment pages are attached to any other counterpart identical thereto
except having additional signature and acknowledgment pages executed by other
parties to this Amendment attached thereto.
7. This Amendment shall be governed by, and shall be construed and
enforced in accordance with, the internal laws of the State of Nevada, without
regard to conflicts of laws principles.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
"GRANTOR"
SAHARA LAS VEGAS CORP.,
a Nevada corporation
By: ▇▇▇▇▇▇ ▇. Land
_____________________________
Its: Treasurer & Asst. Secretary
_____________________________
"SECURED PARTY"
SUNAMERICA LIFE INSURANCE COMPANY,
an Arizona corporation
By: ▇▇▇▇▇▇▇ ▇. Hanover
_____________________________
Its: Authorized Agent
____________________________
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