THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
EXHIBIT 10.1
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This Third Amendment to Amended and Restated Credit Agreement (this "Amendment") dated as of May 18, 2006, is entered into with reference to the Amended and Restated Credit Agreement dated as of July 22, 2004, (as amended, the "Credit Agreement"), among Aztar Corporation ("Borrower"), the Lenders party thereto and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Credit Agreement. Borrower and the Administrative Agent, acting with the consent of the Required Lenders pursuant to Section 10.01 of the Credit Agreement, agree as follows:
1. Amendment to Maximum Maintenance Capital Expenditures. Section 7.15(a) of the Credit Agreement is hereby amended to read as follows:
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(a) Maintenance Capital Expenditures in an aggregate principal amount not to exceed $90,000,000 for the 2006 Fiscal Year, and $50,000,000 (or, after completion of the Las Vegas North Project or any Alternative Project, $75,000,000) for any Fiscal Year thereafter, provided, however, that up to $50,000,000 of the permitted Maintenance Capital Expenditures for any Fiscal Year may, if not expended in that Fiscal Year, be carried over for expenditure in the next Fiscal Year; |
2. Conditions Precedent. The effectiveness of this Amendment shall be conditioned upon the receipt by the Administrative Agent of all of the following:
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(i) Counterparts of this Amendment executed by a Responsible Officer of the Borrower; and |
3. Representation and Warranty. The Borrower represents and warrants to the Administrative Agent and the Lenders as of the date hereof that:
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(i) The Borrower has all necessary power and has taken all corporate action necessary to enter into this Amendment and to make this Amendment, and all other agreements and instruments to which it is a party executed in connection herewith, the valid and enforceable obligations they purport to be. |
4. Counterparts. This Amendment may be executed in counterparts in accordance with Section 10.10 of the Credit Agreement.
5. Confirmation. In all other respects, the terms of the Credit Agreement and the other Loan Documents are hereby confirmed.
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IN WITNESS WHEREOF, Borrower and the Administrative Agent have executed this Amendment as of the date first written above by their duly authorized representatives.
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AZTAR CORPORATION |
BANK OF AMERICA, N.A., as Administrative Agent By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
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Exhibit A to Amendment
CONSENT OF LENDER
Reference is hereby made to that certain Amended and Restated Credit Agreement dated as of July 22, 2004 (as amended, the "Credit Agreement"), among Aztar Corporation ("Borrower"), the Lenders party thereto, and Bank of America, N.A., as Administrative Agent.
The undersigned Lender hereby consents to the execution and delivery of the Third Amendment to Amended and Restated Credit Agreement by the Administrative Agent on its behalf, substantially in the form of the most recent draft thereof presented to the undersigned Lender.
Date: May 16, 2006
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Bank of America, N.A. |
Date: May 16, ▇▇▇▇
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▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ |
Date: May 15, 2006
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Bank of Scotland |
Date: May 17, 2006
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Calyon New York Branch |
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Date: May 17, 2006
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Capital One, N.A., f/k/a Hibernia National Bank |
Date: May 17, 2006
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The Cit Group/Equipment Financing, Inc. |
Date: May 17, 2006
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E.Sun Commercial Bank, Ltd., Los Angeles Branch |
Date: May 17, 2006
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National City Bank of Indiana |
Date: May 16, 2006
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BNP Paribas |
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Date: May 9, 2006
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▇▇▇▇▇ ▇▇▇▇▇ Institutional Senior Loan Fund |
Date: May 10, ▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc. |
Date: May 10, ▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇ and Grand Cayman Branches |
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Date: May 10, 2006
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Deutsche Bank Trust Company Americas |
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Date: May 9, 2006
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▇▇▇▇▇▇▇ & Co. |
Date: May 9, ▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ Branch |
Date: May 16, 2006
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U.S. Bank National Association |