EXHIBIT 99(b)(2)
[EXECUTION COPY]
FIRST AMENDMENT TO THIRD AMENDED
AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of June 13, 2000 (this "AMENDMENT"), is among SUN INTERNATIONAL HOTELS
LIMITED, SUN INTERNATIONAL BAHAMAS LIMITED, RESORTS INTERNATIONAL HOTEL, INC.
and SUN INTERNATIONAL NEVADA, INC. (collectively, the "BORROWERS"), and the
Lenders (as defined below) signatories hereto.
WITNESSETH:
WHEREAS, the Borrowers, certain financial institutions from time to
time parties thereto (collectively, the "LENDERS"), The Bank of Nova Scotia and
SocieteGenerale, as the Co-Syndication Agents and the Managing Agents, the
Co-Agents parties thereto and The Bank of Nova Scotia, as the Documentation
Agent, the Administrative Agent and the Collateral Agent are parties to the
Third Amended and Restated Credit Agreement, dated as of November 1, 1999 (as
amended, supplemented, amended and restated or otherwise modified through the
date hereof, the "EXISTING CREDIT AGREEMENT");
WHEREAS, the Borrowers have requested that the Lenders amend the
Existing Credit Agreement as set forth below; and
WHEREAS, the Lenders have agreed, subject to the terms and conditions
hereinafter set forth, to amend the Existing Credit Agreement in certain
respects (the Existing Credit Agreement, as so amended or otherwise modified by
this Amendment, being referred to as the "CREDIT AGREEMENT");
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), the parties hereto agree as follows.
PART I
DEFINITIONS
SUBPART 1.1. CERTAIN DEFINITIONS. The following terms (whether or not
underscored) when used in this Amendment shall have the following meanings (such
meanings to be equally applicable to the singular and plural forms thereof):
"AMENDMENT"is defined in the PREAMBLE.
"BORROWERS"is defined in the PREAMBLE.
"CREDIT AGREEMENT"is defined in the THIRD RECITAL.
"EXISTING CREDIT AGREEMENT"is defined in the FIRST RECITAL.
"FIRST AMENDMENT EFFECTIVE DATE"is defined in SUBPART 3.1.
"LENDERS"is defined in the FIRST RECITAL.
SUBPART 1.2. OTHER DEFINITIONS. Terms for which meanings are provided
in the Existing Credit Agreement are, unless otherwise defined herein or the
context otherwise requires, used in this Amendment with such meanings.
PART II
AMENDMENTS
Effective on (and subject to the occurrence of) the First Amendment
Effective Date, the Existing Credit Agreement is hereby amended in accordance
with this Part; except as so amended or otherwise modified by this Amendment,
the Existing Credit Agreement and the Loan Documents shall continue in full
force and effect in accordance with their terms.
SUBPART 2.1. AMENDMENT TO ARTICLE I. Article I of the Existing Credit
Agreement is hereby amended in accordance with SUBPARTS 2.1.1 through 2.1.4.
SUBPART 2.1.1. Section 1.1 of the Existing Credit Agreement is hereby
amended by inserting the following definitions in the appropriate alphabetical
order:
"FIRST AMENDMENT"means the First Amendment, dated as of June 13,
2000, to this Agreement among the Borrowers and the Lenders parties
thereto.
"FIRST AMENDMENT EFFECTIVE DATE"is defined in the First
Amendment.
SUBPART 2.1.2. Section 1.1 of the Existing Credit Agreement is further
amended by amending the definition of "Commitment Amount"in its entirety to read
as follow:
"COMMITMENT AMOUNT"means, prior to the First Amendment Effective Date,
$625,000,000, and from and after the First Amendment Effective Date,
$500,000,000, as such amount may be reduced from time to time pursuant to
SECTION 2.2.
SUBPART 2.1.3. Section 1.1 of the Existing Credit Agreement is further
amended by amending the definition of "Restricted Payment Amount"in its entirety
to read as follows:
"RESTRICTED PAYMENT AMOUNT"means $175,000,000.
SUBPART 2.1.4. Section 1.1 of the Existing Credit Agreement is further
amended by deleting the definitions of "Desert Inn", "Desert Inn Acquisition",
"Desert Inn Property", "Desert Inn Purchase Agreement"and "Excluded Desert Inn
Property", and all references in the Credit Agreement to such definitions,
together with all provisions that expressly relate thereto, shall have no
further force or effect.
SUBPART 2.2. AMENDMENT TO ARTICLE II. Article II of the Existing Credit
Agreement is hereby amended in accordance with SUBPART 2.2.1.
SUBPART 2.2.1. Section 2.1.1 of the Existing Credit Agreement is
amended by deleting clause (b) thereof in its entirety and renumbering clause
(c) thereof as clause (b).
SUBPART 2.3. AMENDMENT TO ARTICLE V. Article V of the Existing Credit
Agreement is hereby amended in accordance with SUBPART 2.3.1.
SUBPART 2.3.1. Section 5.2 of the Existing Credit Agreement is amended
by deleting the second sentence contained therein in its entirety and by
deleting Section 5.2.4 contained therein in its entirety.
SUBPART 2.4. AMENDMENT TO ARTICLE VII. Article VII of the Existing
Credit Agreement is hereby amended in accordance with SUBPARTS 2.4.1through
2.4.3.
SUBPART 2.4.1. Section 7.1.8 of the Existing Credit Agreement is
amended by
(a) inserting "other than shares of capital stock of SIHL"at the
end of the first sentence thereof before the period; and
(b) deleting the second sentence thereof in its entirety.
SUBPART 2.4.2. Section 7.2.4 of the Existing Credit Agreement is
amended by
(a) amending clause (b) thereof by deleting the number
"$802,110,000"appearing therein and inserting "$730,000,000"in
replacement therefor;
(b) amending clause (c) thereof by deleting the proviso contained
in the
parenthetical appearing therein, deleting column I appearing in
the grid therein and renumbering column II in such grid as column I;
and
(c) amending clause (d) thereof by deleting the proviso contained
in the parenthetical appearing therein, deleting column I appearing in
the grid therein and renumbering column II in such grid as column I.
SUBPART 2.4.3. Section 7.2.6 of the Existing Credit Agreement is
amended by amending clause (a) thereof by
(a) by inserting "consisting solely of the purchase or redemption
of shares of capital stock of SIHL held by shareholders other than
SIIL, WLG, Caledonia or KIL"immediately following the words
"Restricted Payment"appearing in the third line thereof; and
(b) deleting the words "in any Fiscal Year"contained in subclause
(z) thereof and inserting "since the First Amendment Effective Date"in
replacement therefor.
PART III
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1. EFFECTIVENESS. This Amendment and the amendments contained
herein shall become effective on the date (the "FIRST AMENDMENT EFFECTIVE DATE")
when each of the conditions set forth in this Part shall have been fulfilled to
the satisfaction of the Administrative Agent.
SUBPART 3.1.1. EXECUTION OF COUNTERPARTS. The Administrative Agent
shall have received counterparts of this Amendment, duly executed and delivered
on behalf of each Borrower and the Required Lenders.
SUBPART 3.1.2. AFFIRMATION AND CONSENT. The Administrative Agent shall
have received, with counterparts for each Lender, an Affirmation and Consent to
this Amendment in form and substance satisfactory to the Administrative Agent,
duly executed and delivered by each of the Obligors other than the Borrowers.
SUBPART 3.1.2. AMENDMENT FEE. The Administrative Agent shall have
received, for the account of each Lender, an amendment fee in an amount equal to
.15% of the aggregate amount of each such Lender's Percentage of the Commitment
Amount (after giving effect to this Amendment).
SUBPART 3.1.2. LEGAL DETAILS, ETC. All documents executed or submitted
pursuant hereto shall be satisfactory in form and substance to the
Administrative Agent and its counsel.
The Administrative Agent and its counsel shall have received all information and
such counterpart originals or such certified or other copies or such materials
as the Administrative Agent or its counsel may reasonably request, and all legal
matters incident to the transactions contemplated by this Amendment shall be
satisfactory to the Administrative Agent and its counsel.
PART IV
MISCELLANEOUS; REPRESENTATIONS AND COVENANT
SUBPART 4.1. CONTINUING EFFECTIVENESS, XXX.Xx amended hereby, the
Credit Agreement shall remain in full force and effect and is hereby ratified
and confirmed in all respects. After the First Amendment Effective Date, all
references in the Credit Agreement and each other Loan Document to the "Credit
Agreement"shall refer to the Existing Credit Agreement, after giving effect to
this Amendment.
SUBPART 4.2. COUNTERPARTS. This Amendment may be executed in any number
of counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same Amendment.
SUBPART 4.3. GOVERNING LAW. THIS AMENDMENT SHALL BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
SUBPART 4.4. SUCCESSORS AND ASSIGNS. This Amendment shall be binding
upon the Borrowers, the Lenders and the Agents and their respective successors
and assigns, and shall inure to their successors and assigns.
SUBPART 4.5. REPRESENTATIONS AND WARRANTIES. In order to induce the
Lenders to execute and deliver this Amendment, the Borrowers represent and
warrant to the Agents, the Lenders and the Issuers that, after giving effect to
the terms of this Amendment, the following statements are true and correct: (a)
the representations and warranties set forth in Article VI of the Existing
Credit Agreement and in the other Loan Documents are true and correct on the
Amendment Effective Date (unless stated to relate solely to an earlier date, in
which case such representations and warranties were true and correct in all
material respects as of such earlier date); and (b) no Default has occurred and
be continuing, and neither SIHL nor any Subsidiary is in material violation of
any law or governmental regulation or court order or decree.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective authorized officers as of the day and
year first above written.
SUN INTERNATIONAL BAHAMAS LIMITED
By:________________________________
Title:
SUN INTERNATIONAL HOTELS LIMITED
By:________________________________
Title:
RESORTS INTERNATIONAL HOTEL, INC.
By:________________________________
Title:
SUN INTERNATIONAL NEVADA, INC.
By:_______________________________
Title:
THE BANK OF NOVA SCOTIA
By:______________________________
Title:
SOCIETE GENERALE
By:______________________________
Title:
BANKERS TRUST COMPANY
By:______________________________
Title:
CIBC INC.
By:______________________________
Title:
XXXXX FARGO BANK,
NATIONAL ASSOCIATION
By:______________________________
Title:
ABN AMRO BANK N.V.
By:______________________________
Title:
BEAR XXXXXXX CORPORATE LENDING INC.
By:______________________________
Title:
CITY NATIONAL BANK OF FLORIDA
By:______________________________
Title:
FLEET BANK, N.A.
By:______________________________
Title:
THE ROYAL BANK OF SCOTLAND PLC
By:______________________________
Title:
NEDCOR BANK LIMITED
By:______________________________
Title:
By:______________________________
Title:
ABSA BANK LIMITED
By:______________________________
Title:
By:______________________________
Title:
STANDARD BANK LONDON, LIMITED
By:______________________________
Title:
By:______________________________
Title:
SUMMIT BANK
By:______________________________
Title:
FLEET BANK, N.A.
By:______________________________
Title:
