exv10w2xay



 





Exhibit 10.2(a)





     AMENDMENT NO. 1 dated as of May 29, 2007 (this “Amendment”), to the
Credit Agreement dated as of January 3, 2007 (the “Credit Agreement”),
among TROPICANA LAS VEGAS RESORT AND CASINO, LLC (formerly known as Wimar
Landco, LLC), a Delaware limited liability company (the “Borrower”),
TROPICANA LAS VEGAS HOLDINGS, LLC (formerly known as Wimar Landco
Intermediate Holdings, LLC), a Delaware limited liability company, the
lenders from time to time party thereto (the “Lenders”) and CREDIT SUISSE,
as administrative agent (in such capacity, the
“Administrative Agent”) and
as collateral agent for the Lenders.



     A. Pursuant to the Credit Agreement, the Lenders have made loans to the Borrower.



     B. The Borrower has requested certain amendments to the Credit Agreement as set forth herein.
The Required Lenders are willing to amend the Credit Agreement on the terms and subject to the
conditions set forth herein.



     C. Capitalized terms used but not defined herein shall have the meanings assigned to them in
the Credit Agreement.



     Accordingly, in consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties
hereto agree as follows:



     SECTION
1. Amendment. (a) The definition of “Applicable Percentage” set forth in Section 1.01
of the Credit Agreement is hereby (i) amended by deleting the percentage “2.50%” after the words
“Eurodollar Term Loan,” in subclause (a) and substituting therefore the percentage “2.25%” and
deleting the percentage “1.50%” after the words “ABR Term Loan,” in subclause (b) and substituting
therefore the percentage “1.25%”.



          (b) The following definitions are hereby inserted alphabetically in Section 1.01 of the Credit
Agreement to read as follows:




      
    ““Amendment No. 1” shall mean Amendment No. 1 dated as of May 29, 2007, to this Agreement.”




      
    ““Amendment No. 1 Effective Date” shall mean the date on which Amendment No. 1 becomes
effective in accordance with its terms.”




      
    (c) The following section is hereby inserted in its entirety:





   
  “SECTION 2.24. Term Loan Repricing Protection. (a) In the
event that, prior to the first anniversary of Amendment No. 1 Effective Date, any
Lender receives a Repricing Prepayment (as defined below), other than in
connection with the implementation of Amendment No. 1,




 









 





 2


then, concurrently with the making of such Repricing Prepayment, the Borrower
shall in addition pay to such Lender a prepayment fee equal to 1.00% of the amount
of such Repricing Prepayment.




   
  (b) As used herein, with respect to any Lender, a
“Repricing Prepayment” is
the amount of principal of the Loans of such Lender that is either (a) optionally
prepaid by the Borrower pursuant to Section 2.12 substantially concurrently with
the incurrence by Holdings, the Borrower or any Subsidiary of new term loans that
have interest rate margins lower than the Applicable Percentage then in effect for
the Loans so prepaid or (b) received by such Lender as a result of the mandatory
assignment of such Loans in the circumstances described in Section 2.21 following
the failure of such Lender to consent to an amendment of this Agreement that would
have the effect of reducing the Applicable Percentage with respect to such Loans.
For avoidance of doubt, any refinancing of all of the Loans through a credit
facility or securities offering whose sole purpose is, or that occurs as an
ancillary transaction to, the financing of the construction of material
improvements to the Tropicana Las Vegas Property, shall not result in any
obligation to pay the premium provided for in Section 2.24(a).”.



     SECTION 2. Effectiveness. This Amendment shall become effective as of the date set forth
above on which (a) the Administrative Agent shall have received counterparts of this Amendment
that, when taken together, bear the signatures of the Borrower and each Lender (after giving
effect to any prior or concurrent assignment, whether pursuant to the mandatory assignment
provisions set forth in Section 2.21 of the Credit Agreement or otherwise) and (b) the
Administrative Agent and its Affiliates shall have received all fees required to be paid by the
Borrower in connection with this Amendment as set forth in a separate engagement letter, and
reimbursement from the Borrower of all reasonable out-of-pocket expenses related thereto incurred
by the Administrative Agent and its Affiliates for which invoices have been presented (including
the reasonable documented fees and expenses of legal counsel).



     SECTIONS 3. Counterparts. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute but one and the
same contract. Delivery of an executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof.



     SECTION 4. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.



     SECTION 5. Headings. The headings of this Amendment are for purposes of reference only and
shall not limit or otherwise affect the meaning hereof.












 





3

[Remainder of this page intentionally left blank]













 




4


     IN WITNESS WHEREOF, the parties hereto have caused this Amendment 1o be duly
executed by their duly authorized officers, all as of the date and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	TROPICANA LAS VEGAS RESORT AND
	 	 	CASINO, LLC,
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by
	 	/s/ Richard M. Fitzpatrick
 

	 	 
	 

	 	 	 	 	 	Name: RICHARD M. FITZPATRICK	 	 
	 

	 	 	 	 	 	Title: SENIOR VICE PRESIDENT	 	 
	 

	 	 	 	 	 	          CHIEF FINANCIAL OFFICER	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TROPICANA LAS VEGAS HOLDINGS,
	 	 	LLC,
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by
	 	/s/ Richard M. Fitzpatrick
 

	 	 
	 

	 	 	 	 	 	Name: RICHARD M. FITZPATRICK	 	 
	 

	 	 	 	 	 	Title: SENIOR VICE PRESIDENT	 	 
	 

	 	 	 	 	 	          CHIEF FINANCIAL OFFICER	 	 















 






	 	 	 	 	 	 	 	 	 
	 	 	CREDIT SUISSE, CAYMAN ISLANDS
	 	 	BRANCH, individually and as
	 	 	Administrative Agent,
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by
	 	/s/ Joel Glodowski
 

	 	 
	 

	 	 	 	 	 	Name: JOEL GLODOWSKI	 	 
	 

	 	 	 	 	 	Title: MANAGING DIRECTOR	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	by
	 	/s/ Rianka Mohan
 

	 	 
	 

	 	 	 	 	 	Name: RIANKA MOHAN	 	 
	 

	 	 	 	 	 	Title: VICE PRESIDENT