AMENDMENT NO. 4 TO AMENDED AND RESTATED
REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 4 to Amended and Restated Reducing
Revolving Loan Agreement (this "Amendment") dated as of
March 17, 2000 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 Banks
party thereto, Bankers Trust Company and Societe Generale,
as Documentation Agents, Bank of Scotland, Credit Lyonnais
Los Angeles Branch and PNC Bank, National Association, as
Co-Agents, and Bank of America National Trust and Savings
Association, as Administrative Agent (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 the Requisite Banks pursuant to Section 11.2
of the Loan Agreement, agree as follows:
1. Section 1.1. Section 1.1 of the Loan
Agreement is amended by revising the definitions of
"Aggregate Basket" and "Sub Debt Basket" to read as follows:
"Aggregate Basket" means, as of any date of
determination, (a) $430,000,000 plus (b) the
principal amount of any New Subordinated Debt
issued subsequent to the Closing Date.
"Sub Debt Basket" means, as of any date of
determination, (a) $205,000,000 plus (b) the
principal amount of any New Subordinated Debt
issued subsequent to the Closing Date.
2. Effective Date. The revisions to the
definitions of "Aggregate Basket" and "Sub Debt Basket" set
forth in Paragraph 1 shall be effective as of the effective
date of Amendment No. 2 dated as of March 5, 1999 to the
Loan Agreement.
3. Compliance Certificate. Exhibit B to the Loan
Agreement is amended to reflect the revisions in the
definitions of "Aggregate Basket" and "Sub Debt Basket" set
forth in Paragraph 1.
4. 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:
(a) Counterparts of this Amendment
executed by all parties hereto;
(b) 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; and
(c) Written consent of the Requisite Banks
as required under Section 11.2 of the Loan Agreement
in the form of Exhibit B to this Amendment.
5. Representation and Warranty. Borrower
represents and warrants to the Administrative Agent and the
Banks that no Default or Event of Default has occurred and
remains continuing.
6. 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: XXXX X. XXXXXXXXX
Xxxx X. Xxxxxxxxx
Treasurer
[Printed Name and Title]
BANK OF AMERICA, N.A. (formerly
known as "Bank of America National
Trust and Savings Association") as
Administrative Agent
By: XXXXXX XXXXXXX
Xxxxxx Xxxxxxx
Vice President
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 Banks
party thereto, Bankers Trust Company and Societe Generale,
as Documentation Agents, Bank of Scotland, Credit Lyonnais
Los Angeles Branch and PNC Bank, National Association, as
Co-Agents, and Bank of America National Trust and Savings
Association, 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. 4 to the Loan
Agreement.
Each of the undersigned represents and warrants to
the Administrative Agent and the Banks 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: March 17, 2000
HOTEL RAMADA OF NEVADA
By: XXX XXXXXXXXX
Xxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Secretary
AZTAR DEVELOPMENT CORPORATION
By: XXX XXXXXXXXX
Xxxxxx X. Xxxxxxxxx, Xx.
Title: Secretary
AZTAR INDIANA GAMING CORPORATION
By: XXX XXXXXXXXX
Xxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Secretary
AZTAR MISSOURI GAMING CORPORATION
By: XXX XXXXXXXXX
Xxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Secretary
RAMADA NEW JERSEY, INC.
By: XXXX X. XXXXXXXXX
Xxxx X. Xxxxxxxxx
Title: Treasurer
ATLANTIC-DEAUVILLE INC.
By: XXXX X. XXXXXXXXX
Xxxx X. Xxxxxxxxx
Title: Treasurer
ADAMAR GARAGE CORPORATION
By: XXXX X. XXXXXXXXX
Xxxx X. Xxxxxxxxx
Title: Treasurer
AZTAR INDIANA GAMING CORPORATION, LLC
By: Aztar Indiana
Gaming Corporation,
its Managing Member
By: XXX XXXXXXXXX
Xxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Secretary
RAMADA NEW JERSEY HOLDINGS CORPORATION
By: XXXX X. XXXXXXXXX
Xxxx X. Xxxxxxxxx
Title: Treasurer
MANCHESTER MALL, INC.
By: XXXX X. XXXXXXXXX
Xxxx X. Xxxxxxxxx
Title: Treasurer
RAMADA EXPRESS, INC.
By: XXX XXXXXXXXX
Xxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Secretary
ADAMAR OF NEW JERSEY, INC.
By: XXXX X. XXXXXXXXX
Xxxx X. Xxxxxxxxx
Title: Treasurer
AZTAR RIVERBOAT HOLDING COMPANY, LLC
By: XXX XXXXXXXXX
its Managing Member
By: Xxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Secretary
AZTAR MISSOURI RIVERBOAT GAMING COMPANY, LLC
By: Aztar Missouri
Gaming Corporation,
its Managing Member
By: XXX XXXXXXXXX
Xxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Secretary
Exhibit B to Amendment
CONSENT OF BANK
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 Banks
party thereto, Bankers Trust Company and Societe Generale,
as Documentation Agents, Bank of Scotland, Credit Lyonnais
Los Angeles Branch and PNC Bank, National Association, as
Co-Agents, and Bank of America National Trust and Savings
Association, as Administrative Agent (as amended, the "Loan
Agreement").
The undersigned Bank hereby consents to the
execution and delivery of Amendment No. 4 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 Bank.
Date: March 16, 0000
Xxxx xx Xxxxxxx
--------------------------------------
[Name of Institution]
By X.X. XXXXXXXXX
X.X. Xxxxxxxxx, MD
---------------------------------------
[Printed Name and Title]
Date: March 9, 2000
Bank of Scotland
--------------------------------------
[Name of Institution]
By XXXXX XXXXX
Xxxxx Xxxxx
Senior Vice President
---------------------------------------
[Printed Name and Title]
Date: March 14, 2000
Fleet Bank, NA
--------------------------------------
[Name of Institution]
By XXXX X. XXXXXXXX
Xxxx X. Xxxxxxxx
Senior Vice President
---------------------------------------
[Printed Name and Title]
Date: March 14, 2000
Imperial Bank
--------------------------------------
[Name of Institution]
By X. XXXXXXX
Xxx Xxxxxxx
Senior Managing Director
---------------------------------------
[Printed Name and Title]
Date: Xxxxx 0, 0000
XxxXxxx National Association
--------------------------------------
[Name of Institution]
By XXXX X. XXXXX
Xxxx X. Xxxxx
Assistant Vice President
---------------------------------------
[Printed Name and Title]
Date: March 14, 2000
PNC Bank National Association
--------------------------------------
[Name of Institution]
By XXXX X. XXXXXXX
Xxxx X. Xxxxxxx
Vice President
---------------------------------------
[Printed Name and Title]
Date: March 16, 2000
Societe Generale
--------------------------------------
[Name of Institution]
By XXXXXX X. XXXXXXXX
Xxxxxx X. Xxxxxxxx
Managing Director
---------------------------------------
[Printed Name and Title]
