FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
EXHIBIT 10.20(b)
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This First Amendment to Amended and Restated Credit Agreement (this "Amendment") dated as of November 18, 2005 is entered into with reference to the Amended and Restated Credit Agreement dated as of July 22, 2004 among Aztar Corporation ("Borrower"), the Lenders party thereto and Bank of America, N.A., as Administrative Agent (as amended, the "Credit Agreement"). 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 Maximum Aggregate Amount of Investments and Capital Expenditures in New Subsidiaries. Section 7.02(f)(ii) of the Credit Agreement is hereby amended to read as follows:
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"(ii) the aggregate amount of such Investments made following September 29, 2005 and during the term of this Agreement shall not exceed $400,000,000 unless an Early Partial Termination or the Completion Date of the Las Vegas North Project or any Alternative Project has occurred;" |
Furthermore, Section 7.15(c) of the Credit Agreement is hereby amended to read as follows:
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"(c) other Growth Capital Expenditures, provided that (i) the aggregate amount of the Growth Capital Expenditures made following September 29, 2005 and during the term of this Agreement shall not exceed $400,000,000, and (ii) the aggregate amount of the Growth Capital Expenditures made pursuant to clauses (b) and (c) of this Section shall not exceed $1,050,000,000 during the term of this Agreement." |
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 Official of each party thereto and dated as of the date hereof:
(i) Counterparts of this Amendment executed by all parties hereto;
(ii) Written consent of each of the Subsidiaries who have issued a Guaranty of the Obligations, to the execution, delivery and performance hereof, substantially in the form of Exhibit A to this Amendment; and
(iii) Written consent of the Requisite Lenders as required under Section 10.02 of the Credit Agreement in the form of Exhibit B 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.
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(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 |
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Exhibit A to Amendment
CONSENT OF SUBSIDIARY GUARANTORS
Reference is hereby made to that certain Amended and Restated Credit Agreement dated as of July 22, 2004 among Aztar Corporation ("Borrower"), the Lenders party thereto, and Bank of America, N.A., as Administrative Agent (as amended, the "Credit Agreement").
Each of the undersigned hereby consents to the execution, delivery and performance by Borrower and the Administrative Agent of the First Amendment to Amended and Restated Credit Agreement dated as of the date hereof.
Each of the undersigned represents and warrants to the Administrative Agent and the Lenders that, as of the date hereof, there is no defense, counterclaim or offset of any type or nature to their respective Guarantees of the Obligations under the Amended and Restated Credit Agreement referred to above.
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Dated: November 17, 2005
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ADAMAR OF NEVADA, a Nevada corporation, |
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Exhibit B to Amendment
CONSENT OF LENDER
Reference is hereby made to that certain Amended and Restated Credit Agreement dated as of July 22, 2004 among Aztar Corporation ("Borrower"), the Lenders party thereto, and Bank of America, N.A., as Administrative Agent (as amended, the "Credit Agreement").
The undersigned Lender hereby consents to the execution and delivery of the First 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: November 17, 2005
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Allied Irish Banks, p.l.c. |
Date: November 17, 2005
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AIB Debt Management, Limited |
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Date: November 17, 0000
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Xxxx xx Xxxxxxx, N.A. |
Date: November 21, 0000
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Xxx Xxxx xx Xxxx Xxxxxx |
Date: November 16, 2005
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Bank of Scotland |
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Date: November 17, 2005
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BNP Paribas |
Date: November 18, 0000
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Xxxxxx Xxx Xxxx Branch |
Date: November 17, 2005
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The Citi Group/Equipment Financial Inc. |
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Date: November 18, 0000
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Xxxxxxxx Xxxxx Xxxxxxx, Inc. |
Date: November 17, 0000
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Xxxxxxxxxxx XX, Xxx Xxxx and Grand Cayman Branches |
Date: November 15, 2005
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Deutsche Bank Trust Company Americas |
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Date: November 16, 2005
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E.Sun Commercial Bank,Ltd.,Los Angeles Branch |
Date: November 17, 2005
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Xxxxx Xxxxx Institutional Senior Loan Fund |
Date: November 17, 2005
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Xxxxxxx & Co. |
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Date: November 17, 2005
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Hibernia National Bank |
Date: November 17, 2005
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National City Bank of Indiana |
Date: November 17, 2005
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Societe Generale |
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Date: November 10, 2005
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U.S. Bank National Association |
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