SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
EXHIBIT 10.20(c)
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This Second Amendment to Amended and Restated Credit Agreement (this "Amendment") dated as of December 22, 2005, is entered into with reference to the Amended and Restated Credit Agreement dated as of July 22, 2004, (as amended, the "Credit Agreement"), among Aztar Corporation ("Borrower"), the Lenders party thereto and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Credit Agreement. Borrower and the Administrative Agent, acting with the consent of the Required Lenders pursuant to Section 10.01 of the Credit Agreement, agree as follows:
1. Amendment to Letter of Credit Sublimit. The Letter of Credit Sublimit set forth in the Credit Agreement is hereby increased from $50,000,000 to $75,000,000.
2. Conditions Precedent. The effectiveness of this Amendment shall be conditioned upon the receipt by the Administrative Agent of all of the following, each properly executed by a Responsible Officer of each party thereto and dated as of the date hereof:
(i) Counterparts of this Amendment executed by all parties hereto;
and
(ii) Written consent of the Requisite Lenders as required under
Section 10.02 of the Credit Agreement in the form of Exhibit A to this Amendment.
3. Representation and Warranty. The Borrower represents and warrants to the Administrative Agent and the Lenders as of the date hereof that:
(i) The Borrower has all necessary power and has taken all corporate
action necessary to enter into this Amendment and to make this Amendment and all other
agreements and instruments to which it is a party executed in connection herewith, the
valid and enforceable obligations they purport to be.
(ii) No Default or Event of Default under the Credit Agreement has
occurred and remains continuing.
4. Counterparts. This Amendment may be executed in counterparts in accordance with Section 10.10 of the Credit Agreement.
5. Confirmation. In all other respects, the terms of the Credit Agreement and the other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, Borrower and the Administrative Agent have executed this Amendment as of the date first written above by their duly authorized representatives.
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AZTAR CORPORATION |
BANK OF AMERICA, N.A., as Administrative Agent By: XXXXX X. XXXXXX |
Exhibit A to Amendment
CONSENT OF LENDER
Reference is hereby made to that certain Amended and Restated Credit Agreement dated as of July 22, 2004 (as amended, the "Credit Agreement"), among Aztar Corporation ("Borrower"), the Lenders party thereto, and Bank of America, N.A., as Administrative Agent.
The undersigned Lender hereby consents to the execution and delivery of the Second Amendment to Amended and Restated Credit Agreement dated as of the date hereof by the Administrative Agent on its behalf, substantially in the form of the most recent draft thereof presented to the undersigned Lender.
Date: December 21, 2005
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Bank of America, N.A. |
Date: December 22, 2005
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BNP Paribas |
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Date: December 21, 2005
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Calyon New York Branch |
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Date: December 21, 0000
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Xxxxxxxxxxx XX, Xxx Xxxx and Grand Cayman Branches |
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Date: December 21, 2005
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Deutsche Bank Trust Company Americas |
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Date: December 22, 2005
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Hibernia National Bank |
Date: December 21, 2005
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Societe Generale |
Date: December 21, 2005
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Sovereign Bank |
Date: December 21, 2005
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U.S. Bank National Association |
