AMENDMENT NUMBER
THREE
TO CREDIT AGREEMENT
This AMENDMENT NUMBER THREE TO CREDIT AGREEMENT (this "Amendment") is entered
into as of December 15, 2006, by the lenders identified on the signature pages
hereof (the "Lenders"), WELLS FARGO FOOTHILL, INC., a California corporation
("Agent"; and together with the Lenders, the "Lender Group"), as the arranger
and administrative agent for the Lenders, and 155 EAST TROPICANA, LLC, a Nevada
limited liability company ("Parent") and each of Parent's Subsidiaries
identified on the signature pages hereof (such Subsidiaries, together with
Parent, are referred to hereinafter each individually as "Borrower", and
individually and collectively, jointly and severally, as the "Borrowers"), with
reference to the following:
WHEREAS, Borrowers and the Lender Group are parties to that certain Credit
Agreement, dated as of March 29, 2005, (as amended, restated, supplemented, or
otherwise modified from time to time, the "Credit Agreement");
WHEREAS, Borrowers have requested that the Lender Group make certain amendments
to the Credit Agreement; and
WHEREAS, subject to the terms and conditions set forth herein, the Lender Group
is willing to make the amendments requested by Borrowers.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1.
DEFINED TERMS.
CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE DEFINED
HEREIN SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE CREDIT AGREEMENT, AS
AMENDED HEREBY.
2.
AMENDMENTS TO CREDIT AGREEMENT.
(A)
SECTION 6.16 OF THE CREDIT AGREEMENT IS HEREBY AMENDED AND
RESTATED IN ITS ENTIRETY AS FOLLOWS:
" [Intentionally Omitted]."
(B)
SCHEDULE 1.1 OF THE CREDIT AGREEMENT IS HEREBY FURTHER AMENDED AND
MODIFIED BY DELETING THE DEFINITION OF "MAXIMUM REVOLVER AMOUNT" IN ITS ENTIRETY
AND SUBSTITUTING IN LIEU THEREOF THE FOLLOWING NEW DEFINITION:
""Maximum Revolver Amount" means the lesser of (i) $15,000,000 or (ii) 60% of
the amount of the most recent appraisal of the liquidation value of the Real
Property Collateral, such appraisal to be completed by an appraiser and in form
and substance, each satisfactory to Agent in its sole discretion."
3.
CONDITIONS PRECEDENT TO AMENDMENT.
THE SATISFACTION OF EACH OF THE
FOLLOWING SHALL CONSTITUTE CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS
AMENDMENT AND EACH AND EVERY PROVISION HEREOF:
(A)
AGENT SHALL HAVE RECEIVED THIS AMENDMENT, DULY EXECUTED BY THE
PARTIES HERETO, AND THE SAME SHALL BE IN FULL FORCE AND EFFECT.
(B)
AGENT SHALL HAVE RECEIVED AN AMENDMENT FEE IN THE AMOUNT OF
$150,000, WHICH AMOUNT BORROWER AUTHORIZES AGENT, FOR THE BENEFIT OF THE
LENDERS, TO CHARGE TO THE LOAN ACCOUNT.
SUCH FEE SHALL BE FULLY EARNED AND PAID
IN FULL IN IMMEDIATELY AVAILABLE FUNDS ON OR BEFORE THE DATE HEREOF.
(C)
THE REPRESENTATIONS AND WARRANTIES HEREIN AND IN THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS ON AND AS OF THE DATE HEREOF, AS THOUGH MADE ON SUCH DATE (EXCEPT TO
THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES RELATE SOLELY