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EXHIBIT 10.1
AMENDMENT NO. 6 TO AMENDED AND RESTATED REDUCING
REVOLVING LOAN AGREEMENT
This Amendment No. 6 to Amended and Restated Reducing Revolving
Loan Agreement (this "Amendment") dated as of June 29, 2001 is entered into with
reference to the Amended and Restated Reducing Revolving Loan Agreement dated as
of May 28, 1998 among Aztar Corporation ("Borrower"), the Lenders party thereto
and Bank of America, N.A. (under its former name, Bank of America National Trust
and Savings Association), as Administrative Agent (as amended, the "Loan
Agreement"). Capitalized terms used but not defined herein are used with the
meanings set forth for those terms in the Loan Agreement. Borrower and the
Administrative Agent, acting with the consent of all of the Lenders pursuant to
Section 11.2 of the Loan Agreement, agree as follows:
1. Amendments to Certain Defined Terms Re: Pricing Changes. In
order to amend certain aspects of the pricing of Loans and other credit
accommodations thereunder, Section 1.1 of the Loan Agreement is hereby amended
so that the following definitions set forth therein read in full as follows:
"Applicable Alternate Base Rate Margin" means, for each Pricing
Period, the interest rate margin set forth below (expressed in basis
points per annum) opposite the Applicable Pricing Level for that Pricing
Period:
Applicable
Pricing Level Margin
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I 0.00
II 25.00
III 50.00
IV 62.50
V 75.00
VI 100.00
VII 125.00
"Applicable Eurodollar Rate Margin" means, for each Pricing
Period, the interest rate margin set forth below (expressed in basis
points per annum) opposite the Applicable Pricing Level for that Pricing
Period:
Applicable
Pricing Level Margin
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I 125.00
II 150.00
III 175.00
IV 187.50
V 200.00
VI 225.00
VII 250.00.
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2. Extension of the Maturity Date and Reduction Date. Borrower
has heretofore requested the extension of the Maturity Date from June 30, 2003
to June 30, 2005 and a deferral of further Reduction Dates until December 31,
2003. In furtherance thereof, Section 1.1 of the Loan Agreement is hereby
further amended so that the following definitions set forth therein read in full
as follows:
"Maturity Date" means June 30, 2005 or such later Maturity Date
as may then be in effect pursuant to Section 2.11.
"Reduction Amount" means, with respect to each Reduction Date
following December 31, 2003, $12,000,000.
"Reduction Date" means the Initial Reduction Date and each
Quarterly Payment Date thereafter, other than the Quarterly Payment
Dates occurring during the period from June 30, 2001 through and
including December 31, 2003.
3. Amendments to Other Defined Terms. Section 1.1 of the Loan
Agreement is hereby further amended so that the following definitions set forth
therein read in full as follows:
"Basket Expenditures" means (a) Capital Expenditures permitted
by Sections 6.15(d), (b) the Acquisition Expenditures permitted by
6.16(m), (c) the aggregate purchase or redemption prices paid in respect
of Subordinated Obligations permitted by Section 6.1(b)(ii) and (d) the
aggregate purchase price paid in respect of repurchases of Common Stock
permitted by Section 6.5(d).
"New Subordinated Debt" means Indebtedness of Borrower (and any
Guaranty Obligation with respect thereto given by one or more of the
Restricted Subsidiaries) that (a) is unsecured, (b) has no principal due
or sinking fund requirement applicable prior to June 30, 2006 and (c) is
issued pursuant to an indenture or other agreement that contains
subordination provisions applicable to such Indebtedness and any such
Guaranty Obligation, interest blockage provisions, events of default,
representations and covenants that (i) are substantially the same as
those in the Existing 13 3/4% Subordinated Debt Indenture, (ii) are,
taken as a whole, at least as favorable to holders of senior
indebtedness and less restrictive on Borrower and the Restricted
Subsidiaries or (iii) have been approved, in their sole discretion, in
writing by the Requisite Lenders.
"Term Loan" means (a) the term loan of $50,000,000 extended to
Borrower pursuant to the Term Loan Agreement (the "Original Term Loan")
and any increases thereto which do not result in the outstanding
principal amount thereof being in excess of $100,000,000, and (b) any
term loan which is hereafter extended pursuant to Section 6.9(k).
"Term Loan Agreement" means that certain Term Loan Agreement
dated as of May 28, 1998 among Borrower, Bank of America, as Term Loan
Agent, and the Term Lenders party thereto, as at any time amended, and
including without limitation any term loan agreement which amends and
restates the same and is executed to evidence Indebtedness incurred
pursuant to Section 6.9(k).
5. Increases to Share Repurchase Basket - Section 6.5(d).
Section 6.5(d) of the Loan Agreement is hereby amended to read in full as
follows:
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"(d) Distributions in the form of repurchases of Common Stock
for which the aggregate purchase price does not exceed either (i)
$250,000,000 or (ii) when aggregated with all other Basket Expenditures
made since the Closing Date, the Aggregate Basket provided no Default or
Event of Default then exists or would result therefrom;"
6. Indebtedness - Section 6.9. Section 6.9 of the Loan Agreement
is hereby amended to add thereto new clauses 6.9(j) and 6.9(k) to read in full
as follows:
"(j) other senior unsecured Indebtedness of Borrower in an
aggregate principal amount which does not exceed $200,000,000 and having
a maturity which is not earlier than the Maturity Date or the maturity
of the TEGP Loan, and which is incurred when no Default or Event of
Default exists or would result therefrom (and the incurrence of which
does not result in any pro forma default in respect of the covenants set
forth in Sections 6.11 through 6.14, after giving pro forma effect to
the incurrence of such Indebtedness as of the last day of the most
recent Fiscal Quarter for which the Borrower is then required to have
delivered a Compliance Certificate), and Contingent Obligations
consisting of unsecured guarantees thereof issued by Subsidiaries of the
Borrower which have guaranteed the Obligations."
"(k) Indebtedness of Borrower consisting of (a) the Original
Term Loan, (b)(i) an increase of the Original Term Loan to an amount not
to exceed $100,000,000 or (ii) a replacement or additional senior
secured term loan having a maturity which is not earlier than the
Maturity Date or the maturity of the TEGP Loan, in each case incurred
when no Default or Event of Default exists or would result therefrom,
provided that the aggregate outstanding principal amount of the Original
Term Loan and any such replacement or additional senior secured term
loan shall not exceed $100,000,000 at any time, in each case together
with related Contingent Obligations consisting of guarantees thereof
issued by Subsidiaries of the Borrower which have guaranteed the
Obligations."
6. Senior Leverage Ratio - Section 6.11. Section 6.11 of the
Loan Agreement is hereby amended to read in full as follows:
"6.11 Senior Leverage Ratio. Permit the Senior Leverage Ratio to
be in excess of 2.50:1.00 as of the last day of any Fiscal Quarter."
6. Total Leverage Ratio - Section 6.12. Section 6.12 of the Loan
Agreement is hereby amended to read in full as follows:
"6.12 Total Leverage Ratio. Permit the Total Leverage Ratio, as
of the last day of any Fiscal Quarter ending after the Closing Date, to
be greater than the ratio set forth below opposite that Fiscal Quarter:
Fiscal Quarters Ending Ratio
June 30, 2001 through March 31, 2003 4.25:1.00
June 30, 2003 through June 30, 2004 4.50:1.00
September 30, 2004 and thereafter 4.25:1.00."
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6. Interest Coverage Ratio - Section 6.13. Section 6.13 of the
Loan Agreement is hereby amended to read in full as follows:
"6.13 Interest Coverage Ratio. Permit the Interest Coverage
Ratio to be less than 2.00:1.00 as of the last day of any Fiscal
Quarter."
6. Minium Adjusted EBITDA - Section 6.14. Section 6.14 of the
Loan Agreement is hereby amended to read in full as follows:
"6.14 Minimum Adjusted EBITDA. Permit, as of the last day of any
Fiscal Quarter ending after the Closing Date, Adjusted EBITDA to be less
than $140,000,000 for the fiscal period consisting of that Fiscal
Quarter and the three immediately preceding Fiscal Quarters."
6. Capital Expenditures - Section 6.15. Section 6.15 of the Loan
Agreement is hereby amended to read in full as follows:
"6.15 Capital Expenditures. Make, or become legally obligated to
make, any Capital Expenditure except:
(a) Maintenance Capital Expenditures in any Fiscal Year
not in excess of the sum of (i) $50,000,000 plus (ii) the amount, if
any, by which $50,000,000 exceeds Maintenance Capital Expenditures made
by Borrower and the Restricted Subsidiaries in the immediately preceding
Fiscal Year;
(b) Capital Expenditures to the extent financed by
Indebtedness permitted under Section 6.9(e);
(c) a Capital Expenditure to effect the Xxxxx
Transaction that does not exceed $125,000,000 (excluding in any event
from this calculation any assumption by Borrower or a Restricted
Subsidiary of any Indebtedness of TEGP resulting from the Xxxxx
Transaction);
(d) Capital Expenditures (other than those described in
clauses (a), (b) and (c) above) that, giving effect thereto, do not
exceed either (i) when aggregated with all other Capital Expenditures
(other than those described in clauses (a), (b) and (c) above) and
Acquisition Expenditures made since the Closing Date (other than those
described in 6.16(l)), $400,000,000 or (ii) when aggregated with all
other Basket Expenditures made since the Closing Date, the Aggregate
Basket."
7. 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 Significant
Subsidiaries to the execution, delivery and performance hereof,
substantially in the form of Exhibit A to this Amendment;
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(iii) Written consent of all of the Lenders as required
under Section 11.2 of the Loan Agreement in the form of Exhibit B to
this Amendment; and
(iv) The Administrative Agent shall have received , for
the ratable account of the Lenders in accordance with their Pro Rata
Shares, a fee of 25 basis points times their respective Pro Rata Shares.
8. Consent to Replacement Term Loan. The Lenders hereby consent
to the incurrence by Borrower of an increase to the Term Loan of up to
$50,000,000 or to a new $100,000,000 senior term loan in the manner contemplated
by new Section 6.9(k) (as added to the Loan Agreement hereby), provided that the
aggregate outstanding principal amount of such loans shall not exceed
$100,000,000 at any time, and agree that the creditors holding such term loan
shall be entitled to the equal, ratable and pari passu benefits of the Liens and
guarantees supporting the Obligations in the same manner as the now existing
Term Loan, in the manner contemplated by the Intercreditor Agreement. The
Administrative Agent is hereby authorized to execute and deliver any
instruments, documents and agreements required or reasonably desirable to
effectuate the provisions of this Section.
9. Representation and Warranty. Borrower represents and warrants
to the Administrative Agent and the Lenders that no Default or Event of Default
has occurred and remains continuing.
10. Confirmation. In all other respects, the terms of the Loan
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.
AZTAR CORPORATION
By: XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
Executive Vice President & CFO
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[Printed Name and Title]
BANK OF AMERICA, N.A., as Administrative Agent
By: XXXXXX XXXXXXX
--------------------------------------
Xxxxxx Xxxxxxx
Title: Vice President & Agency Specialist
-----------------------------------
[Printed Name and Title]
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EXHIBIT A to Amendment
CONSENT OF SUBSIDIARY GUARANTORS
Reference is hereby made to that certain Amended and Restated
Reducing Revolving Loan Agreement dated as of May 28, 1998 among Aztar
Corporation ("Borrower"), the Lenders party thereto, and Bank of America, N.A.,
as Administrative Agent (as amended, the "Loan Agreement").
Each of the undersigned hereby consents to the execution,
delivery and performance by Borrower and the Administrative Agent of Amendment
No. 6 to the Loan Agreement.
Each of the undersigned represents and warrants to the
Administrative Agent and the Lenders that there is no defense, counterclaim or
offset of any type or nature to the Subsidiary Guaranty, and that the same
remains in full force and effect.
Dated: June 28, 2001
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HOTEL RAMADA OF NEVADA
By: XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
--------------------------------
RAMADA NEW JERSEY, INC.
By: XXXXXX X. XXXXXXX
---------------------------------
Xxxxxx X. Xxxxxxx
Title: Vice President
--------------------------------
AZTAR DEVELOPMENT CORPORATION
By: XXXXXX X. XXXXXXX
---------------------------------
Xxxxxx X. Xxxxxxx
Title: President
--------------------------------
ATLANTIC-DEAUVILLE INC.
By: XXXXXX X. XXXXXXX
---------------------------------
Xxxxxx X. Xxxxxxx
Title: Vice President
--------------------------------
AZTAR INDIANA GAMING CORPORATION
By: XXXXXX X. XXXXXXX
---------------------------------
Xxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
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ADAMAR GARAGE CORPORATION
By: XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
Title: Vice President
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AZTAR MISSOURI GAMING CORPORATION
By: XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
--------------------------------
AZTAR INDIANA GAMING COMPANY, LLC
By: Aztar Riverboat Holding Company, LLC,
its Managing Member
By: XXXXXX X. XXXXXXX
---------------------------------
Xxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
--------------------------------
RAMADA NEW JERSEY HOLDINGS CORPORATION
By: XXXXXX X. XXXXXXX
---------------------------------
Xxxxxx X. Xxxxxxx
Title: Vice President
--------------------------------
AZTAR RIVERBOAT HOLDING COMPANY, LLC
By: Aztar Indiana Gaming Corporation,
an Indiana corporation, its Member
By: XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
Vice President & Treasurer
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[Printed Name and Title]
By: Aztar Missouri Gaming Corporation,
a Missouri corporation, its Member
By: XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
Vice President & Treasurer
--------------------------------
[Printed Name and Title]
MANCHESTER MALL, INC.
By: XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
Title: Vice President
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RAMADA EXPRESS, INC.
By: XXXXXX X. XXXXXXX
---------------------------------
Xxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
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AZTAR MISSOURI RIVERBOAT GAMING COMPANY, LLC
By: Aztar Riverboat Holding
Company, LLC,
its Managing Member
By: XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
Title: Vice President & Treasurer
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ADAMAR OF NEW JERSEY, INC.
By: XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
Title: Vice President
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Exhibit B to Amendment
CONSENT OF LENDER
Reference is hereby made to that certain Amended and Restated
Reducing Revolving Loan Agreement dated as of May 28, 1998 among Aztar
Corporation ("Borrower"), the Lenders party thereto, and Bank of America, N.A.,
as Administrative Agent (as amended, the "Loan Agreement").
The undersigned Lender hereby consents to the execution and
delivery of Amendment No. 6 to the Loan Agreement by the Administrative Agent on
its behalf, substantially in the form of the most recent draft thereof presented
to the undersigned Lender.
Date: June 26, 0000
XXXX XX XXXXXXX, NA
-------------------------------------
[Name of Institution]
By XXXXX X. XXXXX
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Xxxxx X. Xxxxx
Managing Director
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[Printed Name and Title]
Date: June 27, 2001
BANK OF SCOTLAND
-------------------------------------
[Name of Institution]
By XXXXXX XXXXXX
----------------------------------
Xxxxxx Xxxxxx
Vice President
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[Printed Name and Title]
Date: June 23, 2001
BANKERS TRUST COMPANY
-------------------------------------
[Name of Institution]
By XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
Director
-------------------------------------
[Printed Name and Title]
Date: June 21, 2001
COMERICA WEST INCORPORATED
-------------------------------------
[Name of Institution]
By XXXX XXXXXXX
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Xxxx Xxxxxxx
VP
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[Printed Name and Title]
Date: June 22, 2001
CREDIT LYONNAIS LOS ANGELES BRANCH
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[Name of Institution]
By XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Senior Vice President and Branch Manager
-----------------------------------------
[Printed Name and Title]
Date: June 22, 2001
FLEET NATIONAL BANK
-------------------------------------
[Name of Institution]
By XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx
Senior Vice President
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[Printed Name and Title]
Date: June 27, 2001
SOCIETE GENERALE
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[Name of Institution]
By XXXXXX X. DAY
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Xxxxxx X. Day
Managing Director
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[Printed Name and Title]
Date: June 28, 2001
XXXXX FARGO BANK, N.A.
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[Name of Institution]
By XXXXXXX XXXXXXX
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Xxxxxxx Xxxxxxx
AVP
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[Printed Name and Title]
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