Fourth Amendment to Credit Agreement and Consent, dated as of March 18, 2013, between Greektown Superholdings, Inc. and Comerica Bank

Greektown Superholdings, Inc 10-Q 

Exhibit 10.3

FOURTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT AND WAIVER

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT (“Amendment”) is made as of March 18, 2013, by and between Greektown Superholdings, Inc., a Delaware corporation (“Borrower”), and Comerica Bank (“Bank”).

RECITALS:

NOW, THEREFORE, the parties agree as follows:

“EBITDA” shall mean Net Income for the applicable period plus, without duplication and only to the extent deducted in determining Net Income, (i) depreciation and amortization expense for such period, (ii) Interest Expense, whether paid or accrued, for such period, (iii) all Income Taxes for such period, (iv) reasonable legal, accounting, consulting, advisory and other out-of-pocket expenses incurred in connection with ongoing bankruptcy court proceedings related to the bankruptcy of Greektown Holdings, L.L.C., (v) for any fiscal quarter ending on or before June 30, 2012, the non-recurring expenses listed on Schedule 3, (vi) goodwill impairment charges, (vii) refinancing costs related to Borrower’s financing arrangements which were scheduled to close in late 2012 or early 2013 in an aggregate amount not to exceed $2,500,000, (viii) professional fees incurred in connection with the Athens Acquisition in an aggregate amount not to exceed $3,500,000, (ix) non-cash compensation expenses arising from the issuance of Borrower’s stock, options to purchase stock and stock appreciation rights to the officers, directors, employees or consultants of Borrower and Borrower’s restricted subsidiaries, (x) non-cash purchase accounting adjustments at any time, and (xi) all other non-cash charges (excluding any non-cash items to extent that such items represent an accrual or reserve for potential cash items in any future period or amortization of a prepaid cash item that was paid in a prior period).

“Revolving Credit Maturity Date” shall mean December 31, 2014.

“‘Athens Acquisition’ shall mean the proposed acquisition by Athens Acquisition LLC, a Delaware limited liability company of 51% or more of the Capital Stock of Borrower though one or more transactions.”

“7.17 EBITDA. Maintain as of the end of each Test Date, EBITDA for the Measuring Period then ending, of not less than the following amounts as of Test Dates specified below:

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IN WITNESS the due execution hereof as of the day and year first above written.

AFFIRMATION OF GUARANTY

Each of the undersigned, Guarantors under that certain Guaranty dated June 30, 2010 (“Guaranty”) made by the undersigned in favor of Comerica Bank (“Bank”) with respect to the liabilities and obligations of Greektown Superholdings, Inc. (“Borrower”) to Bank, (i) affirm their obligations to Bank under the Guaranty and acknowledge that the Guaranty remains in full force and effect in accordance with its terms, subject to no setoff, defense or counterclaim, and (ii) confirm that this Affirmation is not required by the terms of the Guaranty and need not be obtained in connection with any prior or future waivers or amendments or extensions of additional credit to Borrower.

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