Exhibit 10.8
AMENDMENT NUMBER TWO
TO LOAN AND SECURITY AGREEMENT
This AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT (this "Amendment") is
entered into as of August 31, 2004, 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 POSTER FINANCIAL GROUP,
INC., a Nevada corporation ("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 a "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 Loan and
Security Agreement, dated as of January 23, 2004, as amended by that certain
Amendment Number One to Loan and Security Agreement, dated as of May 17, 2004
(as further amended, restated, supplemented or otherwise modified from time to
time, the "Loan Agreement");
WHEREAS, Borrowers have requested that the Lender Group amend the Loan Agreement
as set forth herein; 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 LOAN
AGREEMENT, AS AMENDED HEREBY.
2.
AMENDMENTS TO LOAN AGREEMENT.
(A)
SECTION 1.1 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY AMENDING
AND RESTATING THE DEFINED TERMS "FIXED CHARGE COVERAGE RATIO" AND "TTM EBITDA"
IN THEIR ENTIRETY AS FOLLOWS:
"Fixed Charge Coverage Ratio" means, as of any date of determination, with
respect to Parent and its Subsidiaries, the ratio of (i) TTM EBITDA minus
Capital Expenditures made (to the extent not already incurred in a prior period)
or incurred during the most recently completed 12 month period, to (ii) Fixed
Charges for the most recently completed 12 month period.
"TTM EBITDA" means, as of any date of determination, EBITDA of Parent and its
Subsidiaries for the most recently completed 12 month period.
(B)
SECTION 2.6(D) OF THE LOAN AGREEMENT IS HEREBY AMENDED BY
REPLACING THE WORDS "SECTION 2.12(A)" WITH THE WORDS "SECTION 2.13(A)".
(C)
SECTION 7.18(B)(I) OF THE LOAN AGREEMENT IS HEREBY AMENDED BY
DELETING SUCH SECTION IN ITS ENTIRETY AND REPLACING IT WITH THE FOLLOWING:
(i)
Capital Expenditures.
Capital
Expenditures in any fiscal year in excess of the amount set forth in the
following table for the applicable period:
Fiscal Year 2004
Fiscal Year 2005
Fiscal Year 2006
Fiscal Year 2007
Fiscal Year 2008
$
15,500,000
$
10,500,000
$
10,500,000
$
24,000,000
$
10,500,000"
3.
CONDITIONS PRECEDENT TO AMENDMENT.
THE SATISFACTION OF EACH
OF THE FOLLOWING SHALL CONSTITUTE CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF