Environmental Indemnity Agreement

EXHIBIT 10.73


THIRD AMENDMENT TO
ENVIRONMENTAL INDEMNITY AGREEMENT


THIS THIRD AMENDMENT TO ENVIRONMENTAL INDEMNITY AGREEMENT (this "AMENDMENT") is made and entered into as of this 16 th day of December, 1999, by and between SAHARA LAS VEGAS CORP., a Nevada corporation ("COMPANY") and SANTA FE GAMING CORPORATION (formerly named Sahara Gaming Corporation), a Nevada corporation ("SGC" and together with Company, collectively, the "INDEMNITOR"), and SUNAMERICA LIFE INSURANCE COMPANY, an Arizona corporation, as Collateral Agent on behalf of itself and each of the Holders ("COLLATERAL AGENT"), and the other Indemnitees.


R E C I T A L S


A. Pursuant to that certain Note Purchase Agreement dated as of January 16, 1996 (the "NOTE PURCHASE AGREEMENT"), by and among SGC, Company and Collateral Agent, Company issued and sold to the Holders certain 12% Notes Due December 15, 1999 in a principal amount up to $20,000,000 (the "ORIGINAL NOTES"), which Original Notes were secured by, among other things, the "Property" described in and pursuant to the Deed of Trust, Fixture Filing and Financing Statement and Security Agreement with Assignment of Rents dated as of January 16, 1996 and recorded in the Official Records of the County Recorder of Clark County, Nevada on January 18, 1996, in Book 960118, as Instrument No. 00974 (as heretofore and hereafter amended and modified, the "DEED OF TRUST").


B. Pursuant to the Note Purchase Agreement, and as a condition precedent to Collateral Agent's purchase of the Original Notes, Indemnitor executed and delivered to Collateral Agent, as collateral agent for the Holders, that certain Environmental Indemnity Agreement dated as of January 16, 1996 (as heretofore and hereafter amended and modified, the "ENVIRONMENTAL INDEMNITY").


C. Pursuant to that certain Amended and Restated Note Purchase Agreement dated as of July 29, 1997 (the "AMENDED AND RESTATED NOTE PURCHASE AGREEMENT"), by and among SGC, Company, Collateral Agent and SunAmerica, Inc., a Delaware corporation ("SUNAMERICA"), (i) Company agreed to issue and sell to the Holders, in addition to the Original Notes, certain Tranche A Notes in a principal amount up to $15,000,000 (the "ORIGINAL TRANCHE A NOTES"), which Original Tranche A Notes were issued on July 31, 1997, and certain Tranche B Notes in a principal amount up to $5,000,000 (the "ORIGINAL TRANCHE B NOTES"), and (ii) the parties amended the Environmental Indemnity pursuant to that certain First Amendment to Environmental Indemnity Agreement to reflect the note facility as restructured pursuant to the Amended and Restated Note Purchase Agreement. The Original Notes, Original Tranche A Notes and Original Tranche B Notes shall sometimes hereinafter be collectively referred to as the "PRIOR NOTES".


D. Pursuant to that certain Second Amended and Restated Note Purchase Agreement dated as of November 25, 1997 (as heretofore and hereafter amended and modified, the "SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT"), by and among SGC,


Company, Collateral Agent, SunAmerica, and Credit Suisse First Boston Mortgage Capital LLC, a Delaware limited liability company ("FIRST BOSTON"), SGC, Company, Collateral Agent, SunAmerica and First Boston agreed to: (i) amend and restate all Prior Notes and the note facility described in the Amended and Restated Note Purchase Agreement to provide for the issuance by Company of (x) certain Tranche A Notes in a principal amount up to $37,000,000 (the "TRANCHE A NOTES"), and (y) certain Tranche B Notes in a principal amount up to $20,500,000 (the "TRANCHE B NOTES"), (ii) amend the Deed of Trust to provide that the Tranche A Notes and Tranche B Notes will be secured by, among other things, the Property pursuant to the Deed of Trust, and (iii) amend the Environmental Indemnity as necessary to reflect the note facility as restructured pursuant to the Second Amended and Restated Note Purchase Agreement.


E. Pursuant to that ce ...