connection with the
issuance of such Indebtedness or such Equity Issuance),".
(D)
SECTION 10.08(D)(II) OF THE CREDIT AGREEMENT
IS AMENDED SO THAT CLAUSE (A) THEREOF READS AS FOLLOWS:
"(A) (x) $90.0 million at the Charles Town Facility less Expansion Capital
Expenditures totaling $25.9 million previously incurred since March 3, 2003;
provided, however, that any Expansion Capital Expenditure at the Charles Town
Facility shall not extend past December 31, 2006 and (y) $75.0 million at the
Bangor Historic Track Facility provided, however, that any Expansion Capital
Expenditure at the Bangor Historic Track Facility shall not extend past
December 31, 2005,"
(E)
SECTION 10.10(A)(V) OF THE CREDIT AGREEMENT
IS AMENDED TO READ IN ITS ENTIRETY AS FOLLOWS:
"so long as the Consolidated Senior Leverage Ratio is less than 2.25 to 1.00,
payment of or repurchase, redemption, retirement, acquisition or cancellation of
Borrower's and its Restricted Subsidiaries' Permitted Subordinated Indebtedness
and/or Borrower Outstanding Bonds with all or any portion of the amounts by
which Borrower offered to prepay the Term D Facility Loans then outstanding in
accordance with Section 2.09(b)(iii) but that were declined in accordance with
such Section 2.09(b)(iii);"
SECTION 2.
REPRESENTATIONS AND WARRANTIES.
THE
CREDIT PARTIES HEREBY AFFIRM AND RESTATE THE REPRESENTATIONS AND WARRANTIES MADE
BY IT IN THE CREDIT AGREEMENT AND CONFIRM THAT ALL SUCH REPRESENTATIONS AND
WARRANTIES ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE HEREOF,
AFTER GIVING EFFECT TO THE EFFECTIVENESS OF THIS AMENDMENT, EXCEPT TO THE EXTENT
THAT ANY SUCH REPRESENTATION AND WARRANTY SPECIFICALLY RELATES TO AN EARLIER
DATE.
SECTION 3.
MISCELLANEOUS.
(A)
THIS AMENDMENT RELATES ONLY TO THE SPECIFIC
MATTERS COVERED HEREIN AND SHALL NOT CONSTITUTE A CONSENT TO OR WAIVER OR
MODIFICATION OF ANY OTHER PROVISION, TERM OR CONDITION OF THE CREDIT AGREEMENT.
(B)
ALL TERMS, PROVISIONS, COVENANTS,
REPRESENTATIONS, WARRANTIES, AGREEMENTS AND CONDITIONS CONTAINED IN THE CREDIT
AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT EXCEPT AS EXPRESSLY PROVIDED
HEREIN.
(C)
THIS AMENDMENT SHALL BECOME EFFECTIVE WHEN,
AND ONLY WHEN (I) ADMINISTRATIVE AGENT SHALL HAVE RECEIVED COUNTERPARTS OF THIS
AMENDMENT EXECUTED BY BORROWER AND THE SUBSIDIARY GUARANTORS AND A NUMBER OF
LENDERS SUFFICIENT TO CONSTITUTE THE MAJORITY LENDERS; AND (II) AND BORROWER HAS
PAID ALL REASONABLE COSTS AND EXPENSES OF ADMINISTRATIVE AGENT IN CONNECTION
WITH THE PREPARATION, EXECUTION AND DELIVERY OF THIS AMENDMENT AND THE OTHER
INSTRUMENTS AND DOCUMENTS TO BE DELIVERED HEREUNDER, IF ANY (INCLUDING, WITHOUT
LIMITATION, THE REASONABLE FEES AND EXPENSES OF CAHILL GORDON & REINDEL LLP) IN
ACCORDANCE WITH THE TERMS OF SECTION 13.03 OF THE CREDIT AGREEMENT.
(D)
FROM AND AFTER THE EFFECTIVENESS OF THIS
AMENDMENT, EACH REFERENCE IN THE CREDIT AGREEMENT TO "THIS AGREEMENT," "HEREOF,"
"HEREIN," "HEREBY" OR WORDS OF LIKE IMPORT SHALL BE DEEMED TO BE A REFERENCE TO
THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT.
(E)
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