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8-K - FORM 8-K - AMERISTAR CASINOS INCv57840e8vk.htm
EXHIBIT 4.1

CONFORMED AS EXECUTED
FOURTH AMENDMENT TO CREDIT AGREEMENT
          FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 10, 2010 among AMERISTAR CASINOS, INC., a Nevada corporation (the “Borrower”), the various lenders party to the Credit Agreement referred to below (the “Lenders”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (all capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement as defined below).
W I T N E S S E T H:
          WHEREAS, the Borrower, the Lenders, the Administrative Agent and the other agents party thereto are party to a Credit Agreement, dated as of November 10, 2005 (as amended, modified or supplemented through the date hereof, the “Credit Agreement”);
          WHEREAS, the Borrower has requested that the Lenders agree to certain amendments to the Credit Agreement; and
          WHEREAS, the Borrower and the Lenders wish to amend the Credit Agreement as provided herein;
          NOW, THEREFORE, it is agreed:
     I. Amendments to the Credit Agreement
          1. Section 9.03(ii) of the Credit Agreement is hereby amended by deleting the text “$60,000,000” appearing therein and inserting the text “$74,000,000” in lieu thereof.
     II. Miscellaneous Provisions
          1. The Borrower hereby represents and warrants that (i) no Default or Event of Default exists as of the Fourth Amendment Effective Date (as defined below) both before and after giving effect to this Amendment and (ii) on the Fourth Amendment Effective Date, both before and after giving effect to this Amendment, all representations and warranties (other than those representations made as of a specified date) contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects.
          2. Each of the Credit Parties is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has the power, and has been duly authorized by all requisite action, to execute and deliver this Amendment and the other documents, agreements and instruments executed and delivered in connection herewith to which it is a party, and to perform its obligations hereunder and thereunder. This Amendment and the other documents, agreements and instruments executed and delivered in connection herewith have been duly executed and delivered by each of the applicable Credit Parties. This Amendment and the other documents, agreements and instruments executed and delivered in connection herewith are the legal, valid and binding obligations of each applicable Credit Party, enforceable against such Credit Party in accordance with their respective terms, except as such

 


 

enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally (regardless of whether enforcement is sought at equity or at law).
          3. This Amendment shall become effective on the date (the “Fourth Amendment Effective Date”) on which each of the Required Lenders, the Borrower and each Subsidiary Guarantor shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to the Administrative Agent at White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036, Attention: May Yip-Daniels (facsimile: 212-354-8113 / e-mail: myip@whitecase.com).
          4. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document.
          5. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent.
          6. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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          IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Amendment as of the date first above written.
         
  AMERISTAR CASINOS, INC.
 
 
  By:   /s/ Thomas Steinbauer    
    Title: Chief Financial Officer &   
    Senior Vice President   
         
  AMERISTAR CASINO VICKSBURG, INC.,
AMERISTAR CASINO COUNCIL BLUFFS, INC.,
CACTUS PETE’S, INC.,
A.C. FOOD SERVICES, INC.,
AMERISTAR CASINO ST. LOUIS, INC.,
AMERISTAR CASINO KANSAS CITY, INC.,
AMERISTAR CASINO ST. CHARLES, INC.,
AMERISTAR CASINO LAS VEGAS, INC.,
RICHMOND STREET DEVELOPMENT, INC.,
AMERISTAR CASINO BLACK HAWK, INC.,
AMERISTAR EAST CHICAGO HOLDINGS, LLC
AMERISTAR CASINO EAST CHICAGO, LLC
 
 
  By:   /s/ Thomas Steinbauer    
    Title: Chief Financial Officer &   
    Senior Vice President   
         
  DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually and as
Administrative Agent
 
 
  By:   /s/ Mary Kay Coyle    
    Title: Managing Director   
       
  By:   /s/ Paul O’Leary    
    Tile: Director   
       

 


 

         
         
  SIGNATURE PAGE TO THE FOURTH
AMENDMENT TO CREDIT AGREEMENT,
DATED AS OF THE DATE FIRST REFERENCED
ABOVE, AMONG AMERISTAR CASINOS, INC.,
THE LENDERS PARTY HERETO FROM TIME TO
TIME, AND DEUTSCHE BANK TRUST
COMPANY AMERICAS, AS ADMINISTRATIVE AGENT

NAME OF INSTITUTION:

LANDMARK VI CDO LTD.
BY: ALADDIN CAPITAL MANAGEMENT LLC
        AS MANAGER
 
 
  By:   /s/ Alyse Kelly    
    Title: Authorized Signatory   
         
  BANK OF AMERICA, N.A.
 
 
  By:   /s/ Brandon Bolio    
    Title: Vice President   
         
  CAPITAL ONE, N.A.
 
 
  By:   /s/ Kacy Kent    
    Title: Vice President   
         
  COMERICA BANK
 
 
  By:   /s/ Bryan C. Camden    
    Title: Vice President   
         
  COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
 
 
  By:   /s/ Werner Schmidbauer    
    Title: Senior Vice President   
         
  By:   /s/ Kelly Goudge    
    Title: Assistant Treasurer   
       

 


 

         
  CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
 
 
  By:   /s/ David Bowers    
    Title: Managing Director   
         
  By:   /s/ Joseph A. Asciolla    
    Title: Managing Director   
         
  GE CAPITAL CORPORATION
 
 
  By:   /s/ Jason Soto    
    Title: Authorized Signatory   
         
  MERRILL LYNCH CAPITAL CORPORATION
 
 
  By:   /s/ Christopher DiBiase    
    Title: Vice President   
         
  NATIXIS
 
 
  By:   /s/ Christian Paragor-Rieuton    
    Title: Director   
         
  By:   /s/ Frank H. Madden, Jr.    
    Title: Managing Director   
         
  RAYMOND JAMES BANK, FSB
 
 
  By:   /s/ James M. Armstrong    
    Title: Vice President   
         
  U.S. BANK N.A.
 
 
  By:   /s/ Brian Schwallie    
    Title: Vice President   
         
  WELLS FARGO BANK, N.A.
 
 
  By:   /s/ James L. Neil    
    Title: Vice President