Exhibit 10.1
AMENDMENT NUMBER ONE
TO CREDIT AGREEMENT
This AMENDMENT NUMBER ONE TO CREDIT AGREEMENT (this "Amendment") is entered into
as of January 30, 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 that will allow Borrowers, during the period of February
1, 2006 to June 30, 2006, to obtain Advances in the aggregate principle amount
of up to $15 million, without regard to the borrowing limitations in Section (a)
of the definition of "Borrowing Base" in Schedule 1.1; but subject otherwise to
the terms and conditions of the 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 2.5 OF THE CREDIT AGREEMENT IS HEREBY AMENDED AND RESTATED
IN ITS ENTIRETY AS FOLLOWS:
"2.5
OVERADVANCES.
IF, AT ANY TIME OR FOR ANY REASON, THE AMOUNT OF
OBLIGATIONS OWED BY BORROWERS TO THE LENDER GROUP PURSUANT TO SECTION 2.1 OR
SECTION 2.12 IS GREATER THAN ANY OF THE LIMITATIONS SET FORTH IN SECTION 2.1 OR
SECTION 2.12, AS APPLICABLE (AN "OVERADVANCE"), BORROWERS IMMEDIATELY SHALL PAY
TO AGENT, IN CASH, THE AMOUNT OF SUCH EXCESS, WHICH AMOUNT SHALL BE USED BY
AGENT TO REDUCE THE OBLIGATIONS IN ACCORDANCE WITH THE PRIORITIES SET FORTH IN
SECTION 2.4(B).
IN ADDITION, BORROWERS HEREBY PROMISE TO PAY THE OBLIGATIONS
(INCLUDING PRINCIPAL, INTEREST, FEES, COSTS, AND EXPENSES) IN DOLLARS IN FULL AS
AND WHEN DUE AND
PAYABLE UNDER THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT NOTWITHSTANDING, FROM THE
PERIOD (THE "TEMPORARY OVERADVANCE PERIOD") COMMENCING ON FEBRUARY 1, 2006, AND
ENDING ON JUNE 30, 2006 (THE "TEMPORARY OVERADVANCE TERMINATION DATE"), THE
AMOUNT OF OBLIGATIONS OWED BY BORROWERS TO THE LENDER GROUP PURSUANT TO SECTIONS
2.1 AND 2.12 MAY EXCEED (AND BORROWERS SHALL RECEIVE AT BORROWERS' REQUEST,
SUBJECT