EXHIBIT 10.27
AMENDMENT AND RESTATEMENT AGREEMENT dated as of March 31, 2010 (this
"Agreement"), among JACOBS ENTERTAINMENT, INC. (the "Borrower"), the other Loan
Parties listed on the signature pages hereof (each a "Subsidiary Loan Party"
and, together with the Borrower, the "Reaffirming Parties"), the LENDERS party
hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (the
"Administrative Agent"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Swingline Lender (the "Swingline Lender"), under the Credit Agreement dated as
of June 16, 2006 (as amended and in effect immediately prior to the Restatement
Effective Date (as defined herein), the "Existing Credit Agreement"), among the
Borrower, the lenders party thereto and the Agents party thereto.
WHEREAS, the Borrower has requested, and the Lenders party hereto have agreed,
upon the terms and subject to the conditions set forth herein, that the Existing
Credit Agreement be amended and restated as provided herein.
WHEREAS, the Reaffirming Parties expect to realize, or have realized,
substantial direct and indirect benefits as a result of the Restated Credit
Agreement referred to below becoming effective and the consummation of the
transactions contemplated thereby.
NOW, THEREFORE, in consideration of the promises and mutual agreements herein
contained, the Borrower, the Subsidiary Loan Parties, the Swingline Lender, the
other Lenders party hereto and the Administrative Agent hereby agree as follows:
SECTION 1.
DEFINED TERMS.
CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL
HAVE THE MEANINGS ASSIGNED TO SUCH TERMS IN THE RESTATED CREDIT AGREEMENT,
EXCEPT THAT THE DEFINED TERMS "LENDER", "REVOLVING COMMITMENT" AND "REVOLVING
LENDER" HAVE THE MEANINGS ASSIGNED TO THEM IN THE EXISTING CREDIT AGREEMENT.
AS
USED IN THIS AGREEMENT, "RESTATEMENT LENDERS" MEANS, LENDERS HAVING TRANCHE B
LOANS, REVOLVING EXPOSURES AND UNUSED REVOLVING COMMITMENTS (IN EACH CASE, AS
DEFINED IN THE EXISTING CREDIT AGREEMENT) REPRESENTING MORE THAN 50% OF THE
TOTAL TRANCHE B LOANS, REVOLVING EXPOSURES AND UNUSED REVOLVING COMMITMENTS (IN
EACH CASE, AS DEFINED IN THE EXISTING CREDIT AGREEMENT) AS OF THE RESTATEMENT
EFFECTIVE DATE (DETERMINED IMMEDIATELY PRIOR TO THE TIME THAT THE CONDITIONS TO
THE OCCURRENCE OF THE RESTATEMENT EFFECTIVE DATE ARE SATISFIED).
SECTION 2.
RESTATEMENT EFFECTIVE DATE.
(A)
THE AMENDMENT AND RESTATEMENT OF THE EXISTING CREDIT AGREEMENT
PROVIDED FOR IN SECTION 3 HEREOF SHALL BE CONSUMMATED AT A CLOSING TO BE HELD ON
THE RESTATEMENT EFFECTIVE DATE AT THE OFFICES OF CAHILL GORDON & REINDEL LLP.
(B)
THE "RESTATEMENT EFFECTIVE DATE" SHALL BE SPECIFIED BY THE
BORROWER, AND SHALL BE A DATE, NOT LATER THAN MARCH 31, 2010, AS OF WHICH ALL
THE CONDITIONS SET FORTH OR REFERRED TO IN SECTION 6 HEREOF SHALL HAVE BEEN
SATISFIED OR WAIVED.
THE BORROWER, BY GIVING NOT LESS THAN
ONE BUSINESS DAY'S PRIOR WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT, (I) SHALL
PROPOSE A DATE AS THE RESTATEMENT EFFECTIVE DATE AND (II) MAY CHANGE A
PREVIOUSLY PROPOSED DATE FOR THE RESTATEMENT EFFECTIVE DATE.
THE ADMINISTRATIVE
AGENT SHALL NOTIFY THE LENDERS OF ANY SUCH PROPOSED DATE OR CHANGE.
THIS
AGREEMENT SHALL TERMINATE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 31,