EXHIBIT 10
FIRST AMENDMENT TO SUPPLEMENTAL REDUCING
REVOLVING LOAN AGREEMENT
This First Amendment to Supplemental Reducing Revolving
Loan Agreement (this "Amendment") dated as of June 10, 1997 is
entered into with reference to the Supplemental Reducing Revolving
Loan Agreement dated as of March 13, 1997 among Aztar Corporation,
a Delaware corporation, Adamar of New Jersey, Inc., a New Jersey
corporation, Ramada Express, Inc., a Nevada corporation
(collectively, the "Borrowers"), the Banks referred to therein, and
Bank of America National Trust and Savings Association, as Managing
Agent (the "Loan Agreement"), and in light of the following facts:
RECITALS
A. The Borrowers wish to increase the Commitment from
$20,000,000 to $25,000,000 by permitting Bank of Scotland to become
a Bank under the Loan Agreement and to assume a $5,000,000 interest
in (being equal to a 20.00% Pro Rata Share of) such increased
Commitment.
B. The Managing Agent and the existing Banks are willing to
allow such requested increase in the Commitment and to permit Bank
of Scotland to become a Bank under the Loan Agreement on the terms
and conditions hereinafter set forth.
NOW, THEREFORE, the Borrowers, the Managing Agent and the
existing Banks hereby agree as follows:
1. Capitalized Terms. Any and all initially
capitalized terms used in this Amendment (including, without
limitation, in the recitals hereto) without definition shall have
the respective meanings specified in the Loan Agreement.
2. Amendment to Recitals. Recital B to the Loan
Agreement is hereby amended by deleting the reference therein to
"$20,000,000" and by substituting therefor a reference to
$25,000,000.
3. Amendment to Section 1.1 - Defined Terms. The
definition of "Commitment" set forth in Section 1.1 of the Loan
Agreement is amended to read in full as follows:
"Commitment" means, subject to Section 2.5,
$25,000,000. As of the effective date of the First Amendment to
this Agreement dated as of June 10, 1997, the respective Pro Rata
Shares of the Banks with respect to the Commitment are set forth in
Schedule 1.1. From and after the effective date of such First
Amendment, the Pro Rata Shares set forth in Schedule 1.1 may be
subject to assignment pursuant to Section 11.8, with the portion of
any Pro Rata Share so assigned being reflected in the applicable
Commitment Assignment and Acceptance.
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4. Amendment to Schedule 1.1. Schedule 1.1 of the Loan
Agreement is hereby amended to read in full as set forth on
Attachment "A" to this Amendment.
5. Amendment to Heading of Article 2. The heading to
Article 2 is hereby amended by deleting therefrom the words "AND
LETTERS OF CREDIT."
6. Deliveries. Concurrently with their execution of
this Amendment, the Borrowers shall provide the Managing Agent with
the following, each of which shall be in form and substance
acceptable to the Managing Agent, at the Borrowers' sole cost and
expense:
(a) Counterparts of this Amendment executed by all
parties hereto;
(b) Such assurances as the Managing Agent may
require concerning the authority of the Borrowers and their
respective officers to enter into this Amendment;
(c) A Note executed by each of the Borrowers to the
order of Bank of Scotland in the amount of Bank of Scotland's Pro
Rata Share of the Commitment as increased hereby; and
(d) Payment of the reasonable costs and expenses of
the Managing Agent in connection with the preparation of this
Amendment which are invoiced to the Borrowers prior to the date
hereof.
7. Conditions Precedent. This Amendment shall be
effective on the date that the Managing Agent notifies the Banks
that all of the following conditions precedent have been satisfied:
(a) Each of the items referred to in Section 5
hereof shall have been delivered to the Managing Agent:
(b) The Borrowers and any other Parties shall be in
compliance with all the terms and provisions of the Loan Documents
and no Default of Event of Default, nor any Material Adverse
Effect, shall have occurred and be continuing; and
(c) The Borrowers shall have delivered such other
assurances with respect to the foregoing as the Managing Agent may
reasonably request.
8. Confirmation. In all other respects, the terms of
the Loan Agreement and the other Loan Documents are hereby
confirmed.
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9. Governing Law. This Amendment shall be governed by,
and construed and enforced in accordance with, the local Laws of
California.
IN WITNESS WHEREOF, the parties have executed this
Amendment as of the date first written above by their respective
duly authorized representatives.
The Borrowers:
AZTAR CORPORATION
By: XXXX XXXXXXXXX
Xxxx Xxxxxxxxx
Treasurer
ADAMAR OF NEW JERSEY, INC.
By: XXXX XXXXXXXXX
Xxxx Xxxxxxxxx
Treasurer
RAMADA EXPRESS, INC.
By: X.X. XXXXXXXXX XX.
Xxxxxx X. Xxxxxxxxx, Xx.
Vice President and Secretary
The Managing Agent:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Managing Agent
By: XXXXXX XXXXXXX
Xxxxxx Xxxxxxx
Vice President
The Banks:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as a Bank
By: XXX XXXXXXX
Xxx Xxxxxxx
Managing Director
SOCIETE GENERALE, as a Bank
By: XXXXXX X. XXXXXXXX
Xxxxxx X. Xxxxxxxx
Vice President
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BANK OF SCOTLAND, as a Bank
By: XXXXX XXXX TAT
Xxxxx Xxxx Tat
Assistant Vice President
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SCHEDULE 1.1 TO SUPPLEMENTAL LOAN AGREEMENT
Bank Amount Pro Rata Share
---- ------ --------------
Bank of America National Trust and
Savings Association $10,000,000 40%
Societe Generale $10,000,000 40%
Bank of Scotland $ 5,000,000 20%
Attachment "A"
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PROMISSORY NOTE
$5,000,000.00 June 10, 0000
Xxx Xxxxxxx, Xxxxxxxxxx
FOR VALUE RECEIVED, the undersigned jointly and severally
promise to pay to the order of BANK OF SCOTLAND (the "Bank"), the
principal amount of FIVE MILLION AND NO/100 DOLLARS ($5,000,000.00)
or such lesser aggregate amount of Advances as may be made by the
Bank with respect to the Commitment under the Loan Agreement
referred to below, together with interest on the principal amount
of each Advance made hereunder and remaining unpaid from time to
time from the date of each such Advance until the date of payment
in full, payable as hereinafter set forth.
Reference is made to the Supplemental Reducing Revolving
Loan Agreement dated as of March 13, 1997, as amended by the First
Amendment thereto of even date herewith, by and among the
undersigned, as Borrowers, the Banks which are even date herewith,
by and among the undersigned, as Borrowers, the Banks which are
parties thereto, and Bank of America National Trust and Savings
Association, as Managing Agent for the Banks (the "Loan
Agreement"). Terms defined in the Loan Agreement and not otherwise
defined herein are used herein with the meanings given those terms
in the Loan Agreement. This is one of the Notes referred to in the
Loan Agreement, and any holder hereof is entitled to all of the
rights, remedies, benefits and privileges provided for in the Loan
Agreement as originally executed or as it may from time to time be
supplemented, modified or amended. The Loan Agreement, among other
things, contains provisions for acceleration of the maturity hereof
upon the happening of certain stated events upon the terms and
conditions therein specified.
The principal indebtedness evidenced by this Note shall
be payable as provided in the Loan Agreement and in any event on
the Maturity Date.
Interest shall be payable on the outstanding daily unpaid
principal amount of Advances from the date of each such Advance
until payment in full and shall accrue and be payable at the rates
and on the dates set forth in the Loan Agreement both before and
after default and before and after maturity and judgment, with
interest on overdue principal and interest to bear interest at the
rate set forth in Section 3.10 of the Loan Agreement, to the
fullest extent permitted by applicable Law.
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Each payment hereunder shall be made to the Managing
Agent at the Managing Agent's Office for the account of the Bank in
immediately available funds not later than 11:00 a.m. (San
Francisco time) on the day of payment (which must be a Banking
Day). All payments received after 11:00 a.m. (San Francisco time)
on any particular Banking Day shall be deemed received on the next
succeeding Banking Day. All payments shall be made in lawful money
of the United States of America.
The Bank shall use its best efforts to keep a record of
Advances made by it and payments received by it with respect to
this Note, and such record shall be presumptive of the amounts
owing under this Note.
The undersigned hereby promise to pay all costs and
expenses of any rightful holder hereof incurred in collecting the
undersigneds' obligations hereunder or in enforcing or attempting
to enforce any of such holder's rights hereunder, including
reasonable attorneys' fees and disbursements, whether or not any
action is filed in connection therewith.
The undersigned hereby waive presentment, demand for
payment, dishonor, notice of dishonor, protest, notice of protest
and any other notice or formality, to the fullest extent permitted
by applicable Laws.
The undersigned agree that their liability hereunder is
joint and several, absolute and unconditional without regard to the
liability of any other party. All provisions of this Note shall
apply to each of the undersigned. Each of the undersigned other
than Aztar Corporation ("Parent") hereby irrevocably appoints
Parent as its agent for the purpose of (i) requesting Advances
hereunder and (ii) receiving notices with respect hereto.
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THIS NOTE SHALL BE DELIVERED TO AND ACCEPTED BY THE BANK,
OR BY THE MANAGING AGENT ON ITS BEHALF, IN THE STATE OF CALIFORNIA,
AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LOCAL LAWS THEREOF.
AZTAR CORPORATION, RAMADA EXPRESS, INC.,
a Delaware corporation a Nevada corporation
By: XXXX XXXXXXXXX By: X.X. XXXXXXXXX XX.
Xxxx Xxxxxxxxx Xxxxxx X. Xxxxxxxxx, Xx.
Treasurer Vice President
and Secretary
ADAMAR OF NEW JERSEY, INC.,
a New Jersey corporation
By: XXXX XXXXXXXXX
Xxxx Xxxxxxxxx
Treasurer
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SCHEDULE OF COMMITTED ADVANCES AND
PAYMENTS OF PRINCIPAL
Date Amount Interest Amount of Unpaid Notation
of Period Principal Paid Principal Made by
Advance Balance
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