First Amendment to Third Amended and Restated Credit Agreement by and among Pinnacle Entertainment, Inc., Barclays Bank PLC, and Required Lenders
This amendment, dated April 28, 2010, modifies the existing credit agreement between Pinnacle Entertainment, Inc., Barclays Bank PLC (as administrative agent), and the required lenders. The changes address the discontinuation of the Sugarcane Bay Property development, update certain financial covenants, and revise specific sections and schedules of the original agreement. The amendment is effective once all parties sign and certain conditions are met, including the execution of guarantor consents and confirmation that no default exists. All other terms of the original credit agreement remain in effect.
AMENDED AND RESTATED CREDIT AGREEMENT
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BORROWER: | PINNACLE ENTERTAINMENT, INC., a Delaware corporation | |||
By: | /s/ Stephen H. Capp | |||
Name: | Stephen H. Capp | |||
Title: | Executive Vice President and Chief Financial Officer |
First Amendment Signature Page
ADMINISTRATIVE AGENT: | BARCLAYS BANK PLC | |||
By: | /s/ Craig Malloy | |||
Name: | Craig Malloy | |||
Title: | Director |
First Amendment Signature Page
LENDER: Barclays Bank PLC | ||||
By: | /s/ Craig Malloy | |||
Name: | Craig Malloy | |||
Title: | Director |
First Amendment Signature Page
LENDER: JPMORGAN CHASE BANK, N.A. | ||||
By: | /s/ Marc Costantino | |||
Name: | Marc Costantino | |||
Title: | Executive Director |
First Amendment Signature Page
LENDER: Deutsche Bank Trust Company Americas | ||||
By: | /s/ Mary Kay Coyle | |||
Name: | Mary Kay Coyle | |||
Title: | Managing Director | |||
By: | /s/ Robert M. Wood, Jr. | |||
Name: | Robert M. Wood, Jr. | |||
Title: | Director |
First Amendment Signature Page
LENDER: Credit Agricole Corporate and Investment Bank f/k/a Calyon (New York Branch) | ||||
By: | /s/ David Bowers | |||
Name: | David Bowers | |||
Title: | Managing Director |
First Amendment Signature Page
LENDER: Capital One, N.A. | ||||
By: | /s/ Ross Wales | |||
Name: | Ross Wales | |||
Title: | Senior Vice President |
First Amendment Signature Page
LENDER: Bank of America, N.A. | ||||
By: | /s/ Brian D. Corum | |||
Name: | Brian D. Corum | |||
Title: | Senior Vice President |
First Amendment Signature Page
LENDER: UBS Loan Finance LLC | ||||
By: | /s/ Irja R. Otsa | |||
Name: | Irja R. Otsa | |||
Title: | Associate Director | |||
By: | /s/ Mary E. Evans | |||
Name: | Mary E. Evans | |||
Title: | Associate Director | |||
First Amendment Signature Page
BILOXI CASINO CORP., a Mississippi corporation CASINO MAGIC CORP., a Minnesota corporation ST. LOUIS CASINO CORP., a Missouri corporation | ||||
By: | /s/ Stephen H. Capp | |||
Name: | Stephen H. Capp | |||
Title: | Chief Financial Officer | |||
CASINO ONE CORPORATION, a Mississippi Corporation PNK (BOSSIER CITY), INC., a Louisiana corporation | ||||
By: | /s/ Stephen H. Capp | |||
Name: | Stephen H. Capp | |||
Title: | Treasurer | |||
BELTERRA RESORT INDIANA, LLC, a Nevada limited liability company | ||||
By: | Pinnacle Entertainment, Inc., its sole member | |||
By: | /s/ Stephen H. Capp | |||
Name: | Stephen H. Capp | |||
Title: | Executive Vice President and Chief Financial Officer | |||
BOOMTOWN, LLC, a Delaware limited liability company | ||||
By: | Pinnacle Entertainment, Inc., its sole member | |||
By: | /s/ Stephen H. Capp | |||
Name: | Stephen H. Capp | |||
Title: | Executive Vice President and Chief Financial Officer | |||
OGLE HAUS, LLC, an Indiana limited liability company | ||||
By: | Belterra Resort Indiana, LLC, its sole member | |||
By: | Pinnacle Entertainment, Inc., its sole member | |||
By: | /s/ Stephen H. Capp | |||
Name: | Stephen H. Capp | |||
Title: | Executive Vice President and Chief Financial Officer | |||
PNK (LAKE CHARLES), L.L.C., a Louisiana limited liability company | ||||
By: | Pinnacle Entertainment, Inc., its sole member and manager | |||
By: | /s/ Stephen H. Capp | |||
Name: | Stephen H. Capp | |||
Title: | Executive Vice President and Chief Financial Officer | |||
PNK (RENO), LLC, a Nevada limited liability company | ||||
By: | Pinnacle Entertainment, Inc., its sole member | |||
By: | /s/ Stephen H. Capp | |||
Name: | Stephen H. Capp | |||
Title: | Executive Vice President and Chief Financial Officer | |||
LOUISIANA-I GAMING, a Louisiana partnership in Commendam | ||||
By: | Boomtown, LLC, its general partner | |||
By: | Pinnacle Entertainment, Inc., its sole member | |||
By: | /s/ Stephen H. Capp | |||
Name: | Stephen H. Capp | |||
Title: | Executive Vice President and Chief Financial Officer | |||
PNK (ES), LLC, a Delaware limited liability company | ||||
By: | Pinnacle Entertainment, Inc., its sole member | |||
By: | /s/ Stephen H. Capp | |||
Name: | Stephen H. Capp | |||
Title: | Executive Vice President and Chief Financial Officer | |||
PNK (ST. LOUIS RE), LLC, a Delaware limited liability company | ||||
By: | Pinnacle Entertainment, Inc., its sole member | |||
By: | /s/ Stephen H. Capp | |||
Name: | Stephen H. Capp | |||
Title: | Executive Vice President and Chief Financial Officer | |||
PNK (CHILE 1), LLC, a Delaware limited liability company | ||||
By: | Pinnacle Entertainment, Inc, its sole member | |||
By: | /s/ Stephen H. Capp | |||
Name: | Stephen H. Capp | |||
Title: | Executive Vice President and Chief Financial Officer | |||
PNK (CHILE 2), LLC, a Delaware limited liability company | ||||
By: | Pinnacle Entertainment, Inc, its sole member | |||
By: | /s/ Stephen H. Capp | |||
Name: | Stephen H. Capp | |||
Title: | Executive Vice President and Chief Financial Officer | |||
PNK (BATON ROUGE) PARTNERSHIP, a Louisiana partnership | ||||
By: | PNK Development 8, LLC, its Managing Partner | |||
By: | Pinnacle Entertainment, Inc., its sole member | |||
By: | /s/ Stephen H. Capp | |||
Name: | Stephen H. Capp | |||
Title: | Executive Vice President and Chief Financial Officer | |||
PNK Development 7, LLC, a Delaware limited liability company | ||||
By: | Pinnacle Entertainment, Inc., its sole member | |||
By: | /s/ Stephen H. Capp | |||
Name: | Stephen H. Capp | |||
Title: | Executive Vice President and Chief Financial Officer | |||
PNK Development 8, LLC, a Delaware limited liability company | ||||
By: | Pinnacle Entertainment, Inc., its sole member | |||
By: | /s/ Stephen H. Capp | |||
Name: | Stephen H. Capp | |||
Title: | Executive Vice President and Chief Financial Officer | |||
PNK Development 9, LLC, a Delaware limited liability company | ||||
By: | Pinnacle Entertainment, Inc., its sole member | |||
By: | /s/ Stephen H. Capp | |||
Name: | Stephen H. Capp | |||
Title: | Executive Vice President and Chief Financial Officer | |||
PNK (SCB), L.L.C., a Louisiana limited liability company | ||||
By: | PNK Development 7, LLC, its sole member | |||
By: | Pinnacle Entertainment, Inc., its sole member | |||
By: | /s/ Stephen H. Capp | |||
Name: | Stephen H. Capp | |||
Title: | Executive Vice President and Chief Financial Officer | |||
PNK (STLH), LLC, a Delaware limited liability company | ||||
By: | Pinnacle Entertainment, Inc., its sole member | |||
By: | /s/ Stephen H. Capp | |||
Name: | Stephen H. Capp | |||
Title: | Executive Vice President and Chief Financial Officer | |||
President Riverboat Casino-Missouri, Inc., a Missouri corporation | ||||
By: | /s/ Stephen H. Capp | |||
Name: | Stephen H. Capp | |||
Title: | Chief Financial Officer | |||
YANKTON INVESTMENTS, LLC, a Nevada limited liability company | ||||
By: | /s/ John A. Godfrey | |||
Name: | John A. Godfrey | |||
Title: | Manager | |||
Description of Asset | Location | |
All owned and leased Property related to the PRC-MO Property, including but not limited to the lease and sublease with the City of St. Louis and The Port Authority of the City of St. Louis | Missouri | |
Ownership interest in ODS Technologies, L.P. and all rights, title and interest in and to that certain Investment Agreement, dated July 30, 1997, between ODS Technologies, L.P. and Pinnacle Entertainment, Inc, as amended and any other agreement related to Pinnacle Entertainment, Inc.s ownership interest in ODS Technologies, L.P. | N/A | |
St. Louis City Owned Property (Parking) | Missouri | |
806-808 North 1st Street (Parking) | ||
St. Louis City Owned Property (HoteLumiere) 901 N. First Street | Missouri | |
St. Louis City Owned Properties (Parking) | Missouri | |
920 N. First Street | ||
925 N. First Street | ||
928 N. First Street | ||
930 N. First Street | ||
934 N. First Street | ||
942 N. First Street | ||
900 N. First Street | ||
914 N. First Street | ||
1016 N. First Street | ||
1020 N. First Street | ||
1024 N. First Street | ||
1012 N. First Street | ||
1004 N. First Street | ||
1000 N. First Street | ||
1028 N. First Street |
Description of Asset | Location | |
St. Louis City Owned Properties (Parking for President Casino) | Missouri | |
1005 N. Wharf Street | ||
901 N. Wharf Street | ||
1003 N. Wharf | ||
1030 R N. Commercial Street | ||
1030 N. Commercial Street | ||
St. Louis City Owned Properties (Condo Development) | Missouri | |
807 N. Leonor K. Sullivan Blvd. | ||
805 N. Leonor K. Sullivan Boulevard | ||
803 N. Leonor K. Sullivan Boulevard | ||
1 Morgan Street | ||
St. Louis City Leased Property (Sligo Warehouse) | Missouri | |
1100 N. 2nd Street | ||
St. Louis City Leased Property (Office Building) | Missouri | |
727 North First Street (5th Floor) and any leased portion of the 6th floor | ||
St. Louis County Properties | Missouri | |
8021 Zellie | ||
8019 Zellie | ||
Warehouse leased in connection with the River City Property | Missouri | |
Boomtown Hotel and Casino (fee, including water rights) located at 2100 I-80 West (I-80 at Boomtown), Reno, Nevada 89439 | Nevada | |
Approximately 500 acres of excess (non-operating) land adjacent to the Boomtown Hotel and Casino in Reno, Nevada, and any water rights appurtenant thereto | Nevada | |
Approximately 296 acres of excess undeveloped land in the mountains outside Reno, Nevada, and any water rights appurtenant thereto | Nevada | |
Excess (non-operating) and excess undeveloped land near the Boomtown Casino in New Orleans, Louisiana | Louisiana | |
Real Property and Improvements acquired from Harrahs, located in Lake Charles, Louisiana | Louisiana |
Description of Asset | Location | |
Leasehold interest pursuant to the Ground Lease with the Lake Charles Harbor & Terminal District and PNK (Lake Charles), L.L.C. in Lake Charles, Louisiana (Sugarcane Bay Project) | Louisiana | |
Real Property in Lake Charles, Louisiana, purchased and/or to be purchased pursuant to the Ground Lease with the Lake Charles Harbor & Terminal District and PNK (Lake Charles), L.L.C. (Sugarcane Bay Project) | Louisiana | |
Any and all equity interests in PNK (SCB), L.L.C. | N/A | |
Remainder of four parcels (fee) purchased from Richard, Sittig, Connor, and Hatchett in Lake Charles, Louisiana | Louisiana | |
Approximately 56 acres of Real Property in Lake Charles, Louisiana (Cline Canal Tract) purchased from Bailey, Verret, Vail Rigler, Chesson, Schoolsky, Queenan, Chesson, Bodin and Robichaux in various transactions in 2007. | Louisiana | |
Excess (non-operating) and excess undeveloped land in Baton Rouge, Louisiana | Louisiana | |
The single family dwelling at 3801 Burgoyne St., Lake Charles, Louisiana, 70605 | Louisiana | |
Excess (non-operating) and excess undeveloped land at Boomtown Bossier City | Louisiana | |
Undeveloped land in Central City, Colorado | Colorado | |
The Ogle Haus at Belterra Casino Resort | Indiana | |
Excess (non-operating) and excess undeveloped land at Belterra Casino Resort | Indiana | |
Equity interests in any Restricted Subsidiary, the sole assets of which are listed on this Schedule 7.5(g) | N/A | |
Remainder of property following a Disposition of a portion of such property permitted by Section 7.5(o) of the Agreement | N/A |