EXHIBIT 10.101
SECOND AMENDMENT TO
ENVIRONMENTAL INDEMNITY AGREEMENT
THIS SECOND AMENDMENT TO ENVIRONMENTAL INDEMNITY AGREEMENT (this
"AMENDMENT") is made and entered into as of this 25th day of November, 1997, by
and between SAHARA LAS VEGAS CORP., a Nevada corporation ("COMPANY") and SANTA
FE GAMING CORPORATION (formerly named Sahara Gaming Corporation), a Nevada
corporation ("SGC" and together with Company, collectively, the "INDEMNITOR"),
and SUNAMERICA LIFE INSURANCE COMPANY, an Arizona corporation, as Collateral
Agent on behalf of itself and each of the Holders ("COLLATERAL AGENT"), and the
other Indemnitees.
R E C I T A L S
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A. Pursuant to that certain Note Purchase Agreement dated as of
January 16, 1996 (the "NOTE PURCHASE AGREEMENT"), by and among SGC, Company and
Collateral Agent, Company issued and sold to the Holders 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, the
"Property" described in and pursuant to the Deed of Trust, Fixture Filing and
Financing Statement and Security Agreement with Assignment of Rents dated as of
January 16, 1996 and recorded in the Official Records of the County Recorder of
Xxxxx County, Nevada on January 18, 1996, in Book 960118, as Instrument No.
00974 (the "DEED OF TRUST").
B. Pursuant to the Note Purchase Agreement, and as a condition
precedent to Collateral Agent's purchase of the Original Notes, Indemnitor
executed and delivered to Collateral Agent, as collateral agent for the Holders,
that certain Environmental Indemnity Agreement dated as of January 16, 1996 (as
amended, the "ENVIRONMENTAL INDEMNITY").
C. Pursuant to that certain Amended and Restated Note Purchase
Agreement dated as of July 29, 1997 (the "AMENDED AND RESTATED NOTE PURCHASE
AGREEMENT"), by and among SGC, Company, Collateral Agent and SunAmerica, Inc., a
Delaware corporation ("SUNAMERICA"), (i) Trustor agreed to issue and sell to the
Holders, in addition to the Original Notes, certain Tranche A Notes in a
principal amount up to $15,000,000 (the "ORIGINAL TRANCHE A NOTES"), which
Original Tranche A Notes were issued on July 31, 1997, and certain Tranche B
Notes in a principal amount up to $5,000,000 (the "ORIGINAL TRANCHE B NOTES"),
which Original Tranche B Notes have not as of this date been issued, and (ii)
the parties amended the Environmental Indemnity pursuant to that certain First
Amendment to Environmental Indemnity Agreement to reflect the note facility as
restructured pursuant to the Amended and Restated Note Purchase Agreement. The
Original Notes, Original Tranche A Notes and Original Tranche B Notes shall
sometimes hereinafter be collectively referred to as the "EXISTING NOTES".
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D. Pursuant to and subject to the conditions set forth in that
certain Second Amended and Restated Note Purchase Agreement of even date
herewith (the "SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT"), by and
among SGC, Company, Collateral Agent, SunAmerica, and Credit Suisse First Boston
Mortgage Capital LLC, a Delaware limited liability company ("FIRST BOSTON"),
SGC, Company, Collateral Agent, SunAmerica and First Boston agreed to: (i) amend
and restate all Existing Notes and the note facility described in the Amended
and Restated Note Purchase Agreement to provide for the issuance by Company of
(x) certain Tranche A Notes in a principal amount up to $37,000,000 (the
"TRANCHE A NOTES"), and (y) certain Tranche B Notes in a principal amount up to
$20,500,000 (the "TRANCHE B NOTES"), (ii) amend the Deed of Trust to provide
that the Tranche A Notes and Tranche B Notes will be secured by, among other
things, the Property pursuant to the Deed of Trust, and (iii) amend the
Environmental Indemnity as necessary to reflect the note facility as
restructured pursuant to the Second Amended and Restated Note Purchase
Agreement. All initially capitalized terms used herein without definition shall
have the meanings given such terms in the Second Amended and Restated Note
Purchase Agreement and when not defined herein or elsewhere in this Agreement
shall have the meanings given such terms in the Environmental Indemnity.
E. The parties hereby desire to amend the Environmental Indemnity as
necessary to reflect the note facility as restructured pursuant to the Second
Amended and Restated 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 Environmental Indemnity as follows:
1. All references in the Environmental Indemnity to the term "Note
Purchase Agreement" shall be deemed to refer to the Second Amended and Restated
Note Purchase Agreement.
2. All references in the Environmental Indemnity to the term "Notes"
shall be deemed to refer only to the Tranche A Notes and the Tranche B Notes,
collectively.
3. Recital A of the Environmental Indemnity is hereby amended and
restated in its entirety as follows:
"A. Company has issued or will or may issue to the Holders from
time to time certain secured promissory notes (including, without
limitation, the Tranche A Notes and Tranche B Notes) in an aggregate
principal amount up to $57,500,000 (the "NOTES") pursuant to that certain
Second Amended and Restated Note Purchase Agreement dated as of November
25, 1997 (the "SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT"), by
and among SGC, Company, Collateral Agent, SunAmerica, Inc., a Delaware
corporation, and Credit Suisse First Boston Mortgage Capital LLC, a
Delaware limited liability company. The Notes are secured pursuant to,
among other things, a Deed
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of Trust, Fixture Filing and Financing Statement and Security Agreement
with Assignment of Rents dated as of January 16, 1996 and recorded in the
Official Records of the County Recorder of Xxxxx County, Nevada on January
18, 1996, in Book 960118, as Instrument No. 00974 (as amended, the "DEED OF
TRUST") covering certain real property more specifically described in the
Deed of Trust (the "REAL PROPERTY"), and a Security Agreement granted by
Company to Collateral Agent for the benefit of Holders (as amended, the
"SECURITY AGREEMENT") covering certain personal property more particularly
described in the Security Agreement (the "PERSONAL PROPERTY"), and are
guaranteed by, among other things, a Guaranty Agreement dated as of
January 16, 1996, by SGC to Collateral Agent for the benefit of Holders (as
amended, the "GUARANTY"). The Real Property and the Personal Property shall
sometimes hereinafter be collectively referred to as the "PROPERTY". All
capitalized terms used herein without definition shall have the meanings
given such terms in the Second Amended and Restated Note Purchase
Agreement."
4. The obligations evidenced by the Environmental Indemnity are
hereby reconfirmed in their entirety and the Environmental Indemnity, as amended
hereby, is hereby reconfirmed by Indemnitor.
5. Except as expressly amended and modified hereby, the
Environmental Indemnity shall remain in full force and effect.
6. The provisions of this Amendment shall be binding upon, and shall
inure to the benefit of, the successors and assigns of the parties hereto.
7. 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.
8. 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.
"INDEMNITOR"
SAHARA LAS VEGAS CORP.,
a Nevada corporation
By:
_____________________________
Its:
____________________________
By: Xxxxxx X. Land
_____________________________
Its: Treasurer & Asst. Secretary
____________________________
SANTA FE GAMING CORPORATION
(FORMERLY SAHARA GAMING CORPORATION),
a Nevada corporation
By: Xxxxxx X. Land
_____________________________
Its: Treasurer & Asst. Secretary
____________________________
"COLLATERAL AGENT"
SUNAMERICA LIFE INSURANCE COMPANY,
an Arizona corporation
By: Xxxxx X. Xxxxx
_____________________________
Its: Authorized Agent
____________________________
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