EXHIBIT 4.08
74
SEVENTH AMENDMENT TO
CREDIT AGREEMENT
This Seventh Amendment to Credit Agreement (this "Seventh
Amendment") is made and dated as of January 17, 1996 among Rio
Properties, Inc., a Nevada corporation (the "Company"), the
several financial institutions party hereto ("Banks"), and Bank
of America National Trust and Savings Association, as agent for
the Banks (the "Agent") and amends that Credit Agreement dated as
of July 15, 1993 among the Company, the Banks and the Agent, as
amended by a First Amendment to Credit Agreement dated as of
October 25, 1993, a Second Amendment to Credit Agreement dated as
of November 8, 1993, a Third Amendment to Credit Agreement dated
as of April 15, 1994, a Fourth Amendment to Credit Agreement
dated as of December 16, 1994, a Fifth Amendment to Credit
Agreement dated as of March 20, 1995 and a Sixth Amendment to
Credit Agreement dated as of July 31, 1995 (as so amended, the
"Agreement").
RECITAL
The Company has requested the Agent and the Banks to
increase the basket for repurchases of shares of the Parent
Guarantor form $5,000,000 to $10,000,000 and to clarify that such
permitted repurchases are net of issuances of such shares, and
the Agent and Banks are willing to do so on the terms and
conditions set forth herein.
Now, Therefore, for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the
parties hereby agree as follows:
1. TERMS. All terms used herein shall have the same
meanings as in the Agreement unless otherwise defined herein.
All references to the Agreement herein shall mean the Agreement
as hereby amended.
2. AMENDMENTS TO AGREEMENT. The Banks and the Agent
hereby agree that the Agreement is amended as follows:
2.1 Section 7.12(b) of the Agreement is amended and
restated in its entirety as follows:
"(b) Repurchases of shares of the Parent
Guarantor not exceeding $10,000,000 (net of
issuances of such shares since the Closing
Date) in the aggregate; and"
-1-
3. REPRESENTATIONS AND WARRANTIES. The Company represents
and warrants to the banks and Agent:
3.1 AUTHORITY. The Company has all necessary power and has
taken all corporate action necessary to make this Seventh
Amendment, the Agreement, and all other agreements and
instruments executed in connection herewith and therewith, the
valid and enforceable obligations they purport to be.
3.2 NO LEGAL OBSTACLE TO AGREEMENT. Neither the execution
of this Seventh Amendment, the making by the Company of any
borrowings under the Agreement, nor the performance of the
Agreement has constituted or resulted in or will constitute or
result in a breach of the provisions of any contract to which the
Company is a party, or the violation of any law, judgment, decree
or governmental order, rule or regulation applicable to the
Company, or result in the creation under any agreement or
instrument of any security interest, lien, charge, or encumbrance
upon any of the assets of the Company. No approval or
authorization of any governmental authority is required to permit
the execution, delivery or performance by the Company of this
Seventh Amendment, the Agreement, or the transactions
contemplated hereby or thereby, or the making of any borrowing by
the Company under the Agreement.
3.3 INCORPORATION OF CERTAIN REPRESENTATIONS. The
representations and warranties set forth in Article V of the
Agreement are true and correct in all respects on and as of the
date hereof as though made on and as of the date hereof.
3.4 DEFAULT. No event of Default under the Agreement has
occurred and is continuing.
4. CONDITIONS, EFFECTIVENESS. The effectiveness of this
Seventh Amendment shall be subject to the compliance by the
Company with its agreements herein contained, and to the delivery
of the following to the Agent in form and substance satisfactory
to the Agent.
4.1 CORPORATE RESOLUTIONS. A copy of a resolution or
resolutions passed by the Board of Directors of the Company,
certified by the Secretary or an Assistant Secretary of the
Company as being in full force and effect on the date hereof,
authorizing the amendments to the Agreement herein provided for
and the execution, delivery and performance of this Seventh
Amendment and any note or other instrument or agreement required
hereunder.
-2-
4.2 AUTHORIZED SIGNATORIES. A certificate, signed by the
Secretary or an Assistant Secretary of the Company dated the date
hereof, as to the incumbency of the person or persons authorized
to execute and deliver this Seventh Amendment and any instrument
or agreement required hereunder on behalf of the Company.
4.3 OTHER EVIDENCE. Such other evidence with respect to
the Company or any other person as the Agent or any Bank may
reasonably request to establish the consummation of the
transactions contemplated hereby, the taking of all corporate
action in connection with this Seventh Amendment and the
Agreement and the compliance with the conditions set forth
herein.
5. MISCELLANEOUS.
5.1 EFFECTIVENESS OF THE AGREEMENT. Except as hereby
expressly amended, the Agreement shall remain in full force and
effect, and is hereby ratified and confirmed in all respects.
5.2 WAIVERS. This Seventh Amendment is specific in time
and in intent and does not constitute, nor should it be construed
as, a waiver of any other right, power or privilege under the
Loan Documents, or under any agreement, contract, indenture,
document or instrument mentioned in the Loan Documents; nor does
it preclude any exercise thereof or the exercise of any other
right, power or privilege, nor shall any future waiver of any
right, power, privilege or default hereunder, or under any
agreement, contract, indenture, document or instrument mentioned
in the Loan Documents, constitute a waiver of any other default
of the same or of any other term or provision.
5.3 COUNTERPARTS. This Seventh Amendment may be executed in
any number of counterparts and all of such counterparts taken
together shall be deemed to constitute one and the same
instrument. This Seventh Amendment shall not become effective
until the Parent Guarantor, the Company, the Majority Banks and
the Agent shall have signed a copy hereof, whether the same or
counterparts, and the same shall have been delivered to the
Agent.
5.4 JURISDICTION. This Seventh Amendment, and any
instrument or agreement required hereunder, shall be governed by
-3-
and construed under the laws of the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have caused this
Seventh Amendment to be duly executed and delivered as of the
date first written above.
RIO PROPERTIES, INC.
By: /s/ Xxxxx X. Xxxxxxx, Xx.
Title: President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent
By: /s/ X. Xxxxxxxxx, Xx.
X. Xxxxxxxxx, Xx.
Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as a Bank
By: /s/ Xxx Xxxxxxx
Xxx Xxxxxxx
Managing Director
FIRST INTERSTATE BANK OF NEVADA
By: /s/
Title: Vice President
FIRST SECURITY BANK OF IDAHO, N.A.
By: /s/ Xxxxx X. Xxxxxxxx
Title: Vice President
-4-
NBD BANK
By: /s/
Title:
SOCIETE GENERALE
By: /s/ Xxxxxxx Xxxxx
Title: Vice President
BANK OF AMERICA NEVADA
By: /s/ Xxxx X. Xxxxxx
Title: Vice President
U.S. BANK OF NEVADA
By: /s/ Xxxxx Xxxxx
Title: Officer
BANK OF SCOTLAND
By: /s/ Xxxxxxxxx X. Xxxxxxxx
Title: Vice President
MIDLANTIC BANK, N.A.
By: /s/ Xxxxxx X. Xxxxxx
Title: Vice President
BANK OF HAWAII
By: /s/ Xxxxxx X. Xxxxxxxx
Title: Vice President
-5-
CONSENT OF GUARANTOR
The undersigned hereby consents to the foregoing Seventh
Amendment to Credit Agreement dated as of January 17, 1996 and
confirms that its Parent Guaranty dated as of July 15, 1993
remains in full force and effect before and after giving effect
to this Seventh Amendment.
RIO HOTEL & CASINO, INC.
By: /s/ Xxxxx X. Xxxxxxx, Xx.
Title: President
-6-
