Southwest Casino Corp - Current report filing (8-K)
09 July 2008 - 7:10AM
Edgar (US Regulatory)
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UNITED
STATES
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OMB APPROVAL
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SECURITIES
AND EXCHANGE COMMISSION
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OMB Approval:
3235-0060
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Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
July 1, 2008
SOUTHWEST CASINO CORPORATION
(Exact name of registrant as specified
in its charter)
Nevada
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000-50572
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87-0686721
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2001 Killebrew Drive, Suite 350,
Minneapolis, MN
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55425
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code
952-853-9990
(Former name or former address, if changed
since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below)
o
Written communication pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a.12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFT 240.13e-4(c))
Item 1.01
Entry into a Material Definitive Agreement
On
July 1, 2008, North Metro Harness Initiative, LLC (North Metro) entered
into Amendment No. 2 to its Credit Agreement dated as of April 20,
2007 by and among North Metro, other designated Loan Parties, Black Diamond
Commercial Finance, L.L.C. (Black Diamond), as Agent, Lead Arranger and a
Lender and other Lenders (the Credit Agreement). The Credit Agreement provides financing for
the construction and opening of Running Aces Harness Park by North Metro. Amendment No. 2 amends the Credit
Agreement to, among other things, (1) increase the total amount of the
financing by $600,000 from $41.7 million to $42.3 million, (2) increase
the interest rate applicable to the financing by 0.30%, and (3) temporarily
reduce North Metros requirements for available cash from $1,250,000 to
$750,000. The available cash requirement
will increase incrementally over five months, returning to $1,250,000 as of November 30,
2008. The increase in the loan amount
and reduction in the available cash requirement were needed due to the expense
of completing 50 days of live harness racing before North Metro could open its
50-table card room, as required under state law. The card room opened on June 30, 2008.
In
connection with Amendment No. 2, on July 1, 2008, Southwest Casino
Corporation and its wholly owned subsidiary Southwest Casino and Hotel Corp.
entered into a Limited Guaranty in favor of Black Diamond, as agent under the
Credit Agreement. Southwest Casino and
Hotel Corp owns a 50 percent membership interest in North Metro. Under the Limited Guaranty, Southwest Casino
Corporation and Southwest Casino and Hotel Corp. agree to guaranty a maximum of
$1 million plus certain costs of the $42.3 million in financing provided to
North Metro under the Credit Agreement, as amended. The limited guaranty will remain in full
force and effect until the earlier of June 30, 2010 or the date on which
the North Metro financing is repaid in full.
As a condition to entry into Amendment No. 2, Southwest Casino and
Hotel Corp. and MTR-Harness, Inc., the other 50 percent member in North
Metro Harness Initiative, LLC, were required to make an aggregate of $615,000
in additional membership contributions to North Metro. These additional membership contributions
were made on or about June 20, 2008.
The foregoing description of the terms and conditions of Amendment No. 2
to Credit Agreement and the Limited Guaranty does not purport to be complete
and is qualified in its entirety by reference to the full text of these
agreements, which are filed as exhibits 10.1 and 10.2 to this Current Report on
Form 8-K and incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits
(c)
Exhibits
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Exhibit
No.
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Description
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Method of Filing
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10.1
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Amendment No. 2 to Credit
Agreement by and among North Metro Harness Initiative, LLC, other Loan
Parties, Lenders, and Black Diamond Commercial Finance, L.L.C. as Agent,
dated July 1, 2008.
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Filed herewith
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10.2
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Limited
Guaranty by and among Southwest Casino Corporation, Southwest Casino and
Hotel Corp. and Black Diamond Commercial Finance, L.L.C. as Agent, dated
July 1, 2008.
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Filed herewith
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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SOUTHWEST
CASINO CORPORATION
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Date:
July 8, 2008
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By:
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/s/
Thomas E. Fox
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Name:
Thomas E. Fox
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Title:
President
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4
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