Exhibit 10.2
AMENDMENT NUMBER FOUR
TO CREDIT AGREEMENT
This AMENDMENT NUMBER FOUR TO CREDIT AGREEMENT (this "Amendment") is entered
into as of August 13, 2008, 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 by that certain Amendment
Number One to Credit Agreement, dated as of January 30, 2006, as further amended
by that certain Amendment Number Two to Credit Agreement dated as of June 2,
2006 and as further amended by that certain Amendment Number Three to Credit
Agreement dated as of December 15, 2006 (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 3.4 OF THE CREDIT AGREEMENT IS HEREBY AMENDED AND RESTATED
IN ITS ENTIRETY AS FOLLOWS:
"3.4
Term.
This Agreement shall continue in full force and effect for a
term ending on September 30, 2011 (the "Maturity Date").
The foregoing
notwithstanding, the Lender Group, upon the election of the Required Lenders,
shall have the right to terminate its obligations under this
Agreement immediately and without notice upon the occurrence and during the
continuation of an Event of Default."
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 AND THAT CERTAIN FIRST
AMENDMENT TO THE FEE LETTER, 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 BORROWERS AUTHORIZE 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