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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/01/05 Golden Nugget Inc 10-K 12/31/04 6:4.3M Merrill Corp-MD/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 2.54M 2: EX-10.8 Material Contract HTML 50K 3: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) HTML 12K 4: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) HTML 12K 5: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) HTML 8K 6: EX-32.2 Certification per Sarbanes-Oxley Act (Section 906) HTML 8K
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:
“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.
(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 |
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Fiscal Year 2005 |
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Fiscal Year 2006 |
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Fiscal Year 2007 |
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Fiscal Year 2008 |
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$ |
15,500,000 |
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$ |
10,500,000 |
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$ |
10,500,000 |
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$ |
24,000,000 |
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$ |
10,500,000” |
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2
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
As to each and every claim released hereunder, each Borrower and each Guarantor also waives the benefit of each other similar provision of applicable federal or state law, if any, pertaining to general releases after having been advised by its legal counsel with respect thereto.
3
[signature page follows]
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IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.
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POSTER FINANCIAL GROUP, |
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a Nevada corporation |
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By |
/s/ Dawn Prendes |
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Title: Sr. Vice President/CFO |
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GNL, CORP., |
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a Nevada corporation |
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By |
/s/ Dawn Prendes |
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Title: Sr. Vice President/CFO |
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GNLV, CORP., |
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a Nevada corporation |
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By |
/s/ Dawn Prendes |
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Title: Sr. Vice President/CFO |
[SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT]
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WELLS FARGO FOOTHILL, INC., |
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a California
corporation, as Agent and as a |
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By |
/s/ Daniel Morihiro |
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Title: Vice President |
[SIGNATURE PAGE TO AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT]
Exhibit A
REAFFIRMATION AND CONSENT
Dated as of August 31, 2004
Reference is hereby made to that certain Amendment Number Two to Loan and Security Agreement, dated as of the date hereof (the “Amendment”), among the lenders signatory thereto (the “Lenders”), Wells Fargo Foothill, Inc., as arranger and administrative agent for the Lenders (“Agent”) and Poster Financial Group, Inc. (“Poster”), GNL, Corp. (“GNL”) and GNLV, Corp. (“GNLV” and together with Poster and GNL, the “Borrowers”). Capitalized terms used herein shall have the meanings ascribed to them in 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”), among Borrowers, Agent, and the Lenders. Each of the undersigned hereby (a) represents and warrants that the execution and delivery of this Reaffirmation and Consent are within its powers, have been duly authorized by all necessary limited liability company action and are not in contravention of any law, rule, or regulation applicable to it, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or Governmental Authority, or of the terms of its Governing Documents, or of any contract or undertaking to which it is a party or by which any of its properties may be bound or affected, (b) consents to the amendment of the Loan Agreement set forth in the Amendment and any waivers granted therein; (c) acknowledges and reaffirms all obligations owing by it to the Lender Group under any Loan Document to which it is a party; (d) agrees that each Loan Document to which it is a party is and shall remain in full force and effect, and (e) ratifies and confirms its consent to any previous waivers granted with respect to the Loan Agreement. Although each of the undersigned have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the undersigned understands that the Lender Group shall have no obligation to inform the undersigned of such matters in the future or to seek the undersigned’s acknowledgement or agreement to future amendments, waivers or modifications and nothing herein shall create such a duty.
IN WITNESS WHEREOF, the undersigned have executed this Reaffirmation and Consent as of the date first set forth above.
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GOLDEN NUGGET EXPERIENCE, LLC, |
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a Nevada limited liability company |
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By |
/s/ Dawn Prendes |
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Title: Sr. Vice President/CFO |
[SIGNATURE PAGE TO
REAFFIRMATION AND CONSENT
TO AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT]
This ‘10-K’ Filing | Date | Other Filings | ||
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Filed as of: | 4/1/05 | NT 10-K | ||
Filed on: | 3/31/05 | 10-Q, NT 10-Q | ||
For Period End: | 12/31/04 | NT 10-K | ||
8/31/04 | ||||
5/17/04 | ||||
1/23/04 | ||||
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