Exhibit 10.6
AMENDMENT NO. 1
AMENDMENT NO. 1 (this "Amendment"), is dated as of June 27,
2001 to that certain Second Amended and Restated Credit Agreement, dated as of
May 18, 2001 (as amended, modified, supplemented or renewed, the "Credit
Agreement"), among Colony RIH Acquisitions, Inc. (the "Borrower"), each of the
Guarantors party thereto, each of the lenders party thereto or that pursuant to
Section 13.06(b) of the Credit Agreement, have become or shall become a "Lender"
thereunder, Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, as Sole Lead Arranger and Sole Bookrunner (the "Lead Arranger"),
The CIT Group/Equipment Financing, Inc., as Co-Documentation Agent (the
"Co-Documentation Agent") and Bankers Trust Company, as Collateral Agent
("Collateral Agent"). Terms defined in the Credit Agreement and not defined in
this Amendment are used herein as defined in the Credit Agreement
WITNESSETH:
WHEREAS, pursuant to Section 13.04 of the Credit Agreement,
Borrower, each of the Guarantors and each of the undersigned Lenders hereby
agree, subject to the conditions set forth herein, to amend certain provisions
of the Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the foregoing, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
SECTION ONE -- Amendments.
(A) Amendments to Section 13.04(i)(a). Section 13.04(i)(a) of
the Credit Agreement shall be amended, effective as of the date hereof and
subject to the satisfaction of the conditions set forth in Section Two hereof,
by:
(i) deleting immediately proceeding clause "(X)" in the
second to last sentence of Section 13.04(i)(a), the word "or";
(ii) adding immediately after clause "(X)" a new clause
"(XI)";
"or (XI) make additional extensions of credit pursuant to this
Agreement, it being understood and agreed that, subject to
clauses (f), (m) and (n) of Section 13.04(i), any prepayment
required by Section 2.10 (and any corresponding reduction of
the Revolving Commitments) may be modified
supplemented or waived in conjunction with such additional
extension of credit;" and
(iii) deleting in the last sentence of clause "(VIII)" the
reference to "Majority Lenders" and replacing it with "each Lender or
the Lead Arranger acting with the written consent of each Lender."
(B) Amendments to Section 13.04(i)(f). Section 13.04(i)(f) of
the Credit Agreement shall be amended, effective as of the date hereof and
subject to the satisfaction of the conditions set forth in Section Two hereof,
by deleting the reference to "Majority Lenders" in the last sentence of Section
13.04(i)(f), and replacing it with "each Lender or the Lead Arranger acting with
the written consent of each Lender."
(C) Amendment to Section 13.04(iii) and Section 13.04(iv).
Section 13.04(iii) and Section 13.04(iv) of the Credit Agreement shall be
amended, effective as of the date hereof and subject to the satisfaction of the
conditions set forth in Section Two hereof, by:
(i) deleting Section 13.04(iii) and Section 13.04(iv) in
their entirety and replacing them with the following:
"[Reserved.]"
SECTION TWO -- Conditions To Effectiveness. This Amendment
shall become effective as of the date first above written when, and only when,
the Collateral Agent shall have received counterparts of this Amendment executed
by each Guarantor, the Majority Lenders or, as to any of the Lenders, advice
satisfactory to the Collateral Agent that such Lender has executed this
Amendment.
SECTION THREE -- Execution in Counterparts. This Amendment may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
SECTION FOUR - Governing Law. This Amendment shall be governed
by, and construed in accordance with, the laws of the State of New York (without
giving effect to any provisions thereof relating to conflicts of law).
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered as of the day and year first above
written.
COLONY RIH ACQUISITIONS, INC.
By: /s/ Xxxxxxxx X. Xxxxx
-----------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President
GUARANTORS:
COLONY RIH HOLDINGS, INC.
By: /s/ Xxxxxx X. X'Xxxxx
-----------------------
Name: Xxxxxx X. X'Xxxxx
Title: Vice President
RESORTS INTERNATIONAL HOTEL, INC.
NEW PIER OPERATING COMPANY, INC.,
By: /s/ Xxxxxx X. X'Xxxxx
-----------------------
Name: Xxxxxx X. X'Xxxxx
Title: Vice President
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX
& XXXXX INCORPORATED,
as Sole Lead Arranger and Sole Bookrunner
By: /s/ Xxxxxxx X. Xxxxx
----------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
BANKERS TRUST COMPANY,
as Collateral Agent
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
THE CIT GROUP/EQUIPMENT FINANCING, INC.,
as Co-Documentation Agent and as a Lender
By: /s/ Xxxxx Xxxxxxxx
------------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Assistant Vice President/Credit
XXXXXXX XXXXX CAPITAL CORPORATION,
as a Lender
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
AMMC CDO, II Limited,
as a Lender
By: /s/ Xxxxx X. Xxxxx
--------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
Black Diamond CLO 2000-1 Ltd.,
as a Lender
By: /s/ Xxxxx Egglishaw
--------------------------------------
Name: Xxxxx Egglishaw
Title: Director
CSAM Funding I,
as a Lender
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
CIGNA CDO 2001-1, Ltd.,
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
CIGNA Collateralized Holdings 1999-I CDO,
Limited,
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
Foothill Income Trust II, L.P.
By: FIT II GP, LLC, its General Partner,
as a Lender
By: /s/ R. Xxxxxxx Xxxxxxxx
-------------------------
Name: R. Xxxxxxx Xxxxxxxx
Title: Managing Member
First Dominion Funding III,
as a Lender
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
Nemean CLO, LTD.
By: ING Capital Advisors LLC, as Investment Manager,
as a Lender
By: /s/ Xxxx X. Xxxxxx
--------------------
Name: Xxxx X. Xxxxxx, CFA
Title: Vice President
Archimedes Funding IV (Cayman), LTD.
By: ING Capital Advisors LLC, as Collateral Manager,
as a Lender
By: /s/ Xxxx X. Xxxxxx
--------------------
Name: Xxxx X. Xxxxxx, CFA
Title: Vice President
Archimedes Funding III, LTD.
By: ING Capital Advisors LLC, as Collateral Manager,
as a Lender
By: /s/ Xxxx X. Xxxxxx
--------------------
Name: Xxxx X. Xxxxxx, CFA
Title: Vice President
Sequils-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC, as Collateral Manager,
as a Lender
By: /s/ Xxxx X. Xxxxxx
--------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
The ING Capital Senior Secured High Income Holdings
Fund, LTD.
By: ING Capital Advisors LLC, as Investment Manager,
as a Lender
By: /s/ Xxxx X. Xxxxxx
--------------------
Name: Xxxx X. Xxxxxx, CFA
Title: Vice President
