Exhibit 10.37
AMENDMENT NO. 4 TO AMENDED AND RESTATED REDUCING
REVOLVING LOAN AGREEMENT AND WAIVER
This Amendment No. 4 to Amended and Restated Reducing Revolving Loan
Agreement and Waiver (this "Amendment") is entered into with reference to the
Amended and Reducing Revolving Loan Agreement dated as of October 14, 1998 among
Pinnacle Entertainment, Inc. (acting under its former name, Hollywood Park, Inc.
and referred to herein as "Borrower"), the Banks party thereto, Societe Generale
and Bank of Scotland, as Managing Agents, First National Bank of Commerce, as
Co-Agent, and Bank of America, N.A. (under its former name, Bank of America
National Trust and Savings Association), as Administrative Agent (the "Loan
Agreement"). Capitalized terms used but not defined herein are used with the
meanings set forth for those terms and in the Loan Agreement.
Borrower and the Administrative Agent, acting with the consent of the
Requisite Banks pursuant to Section 11.2 of the Loan Agreement, agree as
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follows:
1. Section 6.14(d). Section 6.14(d) of the Loan Agreement is amended to
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read in full as follows:
"(d) Capital Expenditures (excluding capitalized interest, pre-opening
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expenses and funds disbursed pursuant to community development agreements)
for the acquisition of land for and construction of the Indiana Project not
in excess of $205,000,000; provided that Borrower may not make any such
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Capital Expenditures which, when added to all such Capital Expenditures
previously made for the acquisition of land for and construction of the
Indiana Project, would exceed $25,000,000 unless at least 20 Banking Days
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prior thereto, (i) Borrower furnishes to the Administrative Agent a
detailed construction budget and timetable therefor, together with
projected financial statements by Fiscal Quarter of Borrower and the
Restricted Subsidiaries for the period extending one year beyond the
scheduled completion date, (ii) Borrower engages Bank of America
Construction Services Group (or a comparable firm reasonably acceptable to
the Administrative Agent), at the expense of Borrower, to monitor
construction of the Indiana Project and (iii) Borrower furnishes the
Administrative Agent with a letter from Bank of America Construction
Services Group (or such comparable firm) stating that it believes the
construction budget and construction timetable are reasonable and
feasible."
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2. Compliance with Section 6.11 of the Loan Agreement is hereby waived in
respect of the Borrower complying with the Interest Coverage Ratio as of the
last day of the Fiscal Quarter ending on December 31, 2000 and for the period
during which such Fiscal Quarter ends; provided, however, Borrower shall not
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permit the Interest Coverage Ratio as of the last day of the Fiscal Quarter
ending on December 31, 2000 or for the period during which such Fiscal Quarter
ends to be less than the ratio of 1.50 to 1.00.
3. Compliance with Section 7.1(e) of the Loan Agreement is hereby waived
in respect of the Borrower delivering within 45 days after the commencement of
the Fiscal Year beginning January 1, 2001 a budget and projection of the
Borrower's statement of operations by Fiscal Quarter for the Fiscal Year 2001.
4. Representations and Warranties. Borrower represents and warrants that
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as of the date hereof and giving effect to this Amendment, no Default or Event
of Default exists.
5. No Other Waivers. The waivers contained in Section 2 and Section 3 of
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this Amendment are expressly limited to the facts and circumstances referred to
therein and shall not operate as a waiver of or a consent to non-compliance with
any other section of the Loan Agreement or any of the other Loan Documents. The
waivers contained in Section 2 and Section 3 are only effective for the specific
instances, for the specific purposes and for the specific period for which
given.
6. Conditions Precedent. The effectiveness of this Amendment is
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conditioned upon the receipt by the Administrative Agent of the following
documents, each properly executed by a Responsible Official of each party
thereto and dated as of the date hereof:
(a) Counterparts of this Amendment executed by all parties hereto;
(b) Written consent of the Requisite Banks as required under Section
11.2 of the Loan Agreement in the form of Exhibit A to this Amendment; and
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(c) Written consent of the Subsidiary Guarantors in the form of
Exhibit B to this Amendment.
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7. Confirmation. In all respects, the terms of the Loan Agreement (as
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amended hereby) are hereby confirmed.
IN WITNESS WHEREOF, Borrower and the Administrative Agent have
executed this Amendment as of March 16, 2001 by their duly authorized
representatives.
PINNACLE ENTERTAINMENT, INC.
By /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Chief Financial Officer
BANK OF AMERICA, N.A., as Administrative Agent
By /s/ Xxxxxx Xxxxxxx
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Title Vice President - Agency Specialist
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