Exhibit 10.4(c)
AMENDMENT NO. 2 TO REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 2 to Reducing Revolving Loan Agreement
(this "Amendment") dated as of December 28, 1995 is entered into
with reference to the Reducing Revolving Loan Agreement dated as
of October 4, 1994 among Aztar Corporation ("Parent"), Adamar of
New Jersey, Inc. ("ANJI"), Ramada Express, Inc. ("REI" and,
collectively with Parent and ANJI, the "Borrowers"), the Banks
party thereto, Societe Generale and Midlantic Bank, N.A., as Lead
Managers, Bank One Arizona, N A and Credit Lyonnais, as Co-
Agents, Bankers Trust Company, as Co-Managing Agent, and Bank of
America National Trust and Savings Association, as Managing
Agent, as heretofore 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.
Borrowers and the Managing Agent, acting with the consent
of the Requisite Banks pursuant to Section 11.2 of the Loan
Agreement, agree as follows:
1. Amendment to Section 1.1 - Applicable Alternate Base
Rate Margin. Section 1.1 of the Loan Agreement is amended to
revise the definition of "Applicable Alternate Base Rate Margin"
by deleting the table therein set forth and substituting in its
place the following:
"Applicable
Pricing Level Margin
I 0
II 37.50
III 75.00
IV 125.00
V 150.00"
2. Amendment to Section 1.1 -- Applicable Commitment Fee
Rate. Section 1.1 of the Loan Agreement is amended to revise the
definition of "Applicable Commitment Fee Rate" by deleting the
table therein set forth and substituting in its place the
following:
"Applicable
Pricing Level Commitment Fee
I 37.50
II 37.50
III 50.00
IV 50.00
V 50.00"
3. Amendment to Section 1.1 - Applicable Eurodollar Rate
Margin. Section 1.1 of the Loan Agreement is amended to revise
the definition of "Applicable Eurodollar Rate Margin" by deleting
the table therein set forth and substituting in its place the
following:
"Applicable
Pricing Level Margin
I 125.00
II 162.50
III 200.00
IV 250.00
V 275.00"
4. Amendment to Section 1.1 - Applicable Pricing Level.
Section 1.1 of the Loan Agreement is amended to revise the
definition of "Applicable Pricing Level" by deleting the table
and proviso therein set forth and substituting in their place the
following:
Annualized Funded
"Pricing Level Debt Ratio
I Less than 2.00 to 1.00
II Equal to or greater than
2.00 to 1.00
but less than 3.00 to 1.00
III Equal to or greater than
3.00 to 1.00
but less than 4.00 to 1.00
IV Equal to or greater than
4.00 to 1.00
but less than 4.75 to 1.00
V Equal to or greater than 4.75
to 1.00;
provided that in the event that Borrowers do not deliver a
Pricing Certificate with respect to any Pricing Period prior to
the commencement of such Pricing Period, then until (but only
until) such Pricing Certificate is delivered the Applicable
Pricing Level for that Pricing Period shall be Pricing Level V."
5. Amendment to Section 1.1 - Evansville Ancillary Real
Property. Section 1.1 of the Loan Agreement is amended to add
the following new definition at the appropriate alphabetical
place:
"'Evansville Ancillary Real Property' means the two
mutually contiguous parcels of Real Property known as the
"Harp Parcel" and the "Evansville Federal Parcel" located
in Evansville, Indiana comprising approximately
two (2) acres in the aggregate; provided that, upon the
opening for business of the Evansville Project, such Real
Property is not necessary for the operation of the
permanent facilities of the Evansville Project."
6. Amendment to Section 1.1 - New Evansville Letter of
Credit. Section 1.1 of the Loan Agreement is amended to add the
following new definition at the appropriate alphabetical place:
"'New Evansville Letter of Credit' means a
$2,000,000 letter of credit issued for the account of
Parent or one of its Subsidiaries in favor of the Indiana
Gaming Commission in connection with the requirements of
the Indiana Gaming Commission relating to the Evansville
Project and any renewals or extensions thereof."
7. Waiver of Section 5.12 - Evansville Ancillary Real
Property. Section 5.12 of the Loan Agreement is waived with
respect to its application to the Evansville Ancillary Real
Property; provided that the foregoing waiver is based on Parent's
representation that it intends to offer the Evansville Ancillary
Real Property for sale upon the opening for business of the
Evansville Project on then current market terms and conditions.
8. Waiver of Section 6.2 - Evansville Ancillary Real
Property. Section 6.2 of the Loan Agreement is waived with
respect to its application to a Disposition of the Evansville
Ancillary Real Property.
9. Waiver of Section 6.8 - New Evansville Letter of
Credit. Section 6.8 of the Loan Agreement is waived with respect
to its application to Liens on Cash or Cash Equivalents securing
the New Evansville Letter of Credit; provided that the aggregate
amount of such Cash and Cash Equivalents does not exceed the face
amount of the New Evansville Letter of Credit and all other
letters of credit then permitted to be secured by a Lien under
Section 6.8 of the Loan Agreement.
10. Waiver of Section 6.9 - New Evansville Letter of
Credit. Section 6.9 of the Loan Agreement is waived with respect
to its application to the New Evansville Letter of Credit and any
Guaranty Obligation with respect thereto.
11. Waiver and Amendment of Section 6.13 - Leverage
Ratio. Section 6.13 of the Loan Agreement is waived with respect
to its application to the Fourth Fiscal Quarter 1995, and is
amended to revise the table therein set forth after the first
proviso thereof as follows:
" Fiscal Quarter or Period Ratio
First Fiscal Quarter 1996 4.50 to 1.00
through Second Fiscal
Quarter 1996
Third Fiscal Quarter 1996 4.25 to 1.00
Fourth Fiscal Quarter 1996 3.75 to 1.00
through Third Fiscal
Quarter 1997
Fourth Fiscal Quarter 1997 3.25 to 1.00"
and thereafter
12. Conditions Precedent. The effectiveness of this
Amendment shall be conditioned upon the receipt by the Managing
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) An amendment fee of $345,665 (1/8 of 1%
times the sum of the Commitment plus the principal amount
outstanding under the TEGP Loan Agreement as of
December 15, 1995), for the account of the Banks pro-rata
in accordance with their Pro Rata Share;
(c) Written consents of each of the Significant
Subsidiaries to the execution, delivery and performance
hereof, substantially in the form of Exhibit A to this
Amendment;
(d) 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; and
(e) A letter agreement executed by TEGP
providing for a supplemental fee payable with respect to
the TEGP Loan Agreement substantially in the form of
Exhibit C to this Amendment.
13. Representation and Warranty. Borrowers represent and
warrant to the Managing Agent and the Banks that no Default or
Event of Default has occurred and remains continuing.
14. Confirmation. In all other respects, the terms of
the Loan Agreement and the other Loan Documents are hereby
confirmed.
IN WITNESS WHEREOF, Borrowers and the Managing Agent have
executed this Amendment as of the date first written above by
their duly authorized representatives.
AZTAR CORPORATION
ADAMAR OF NEW JERSEY, INC.
RAMADA EXPRESS, INC.
By: X. XXXXXXXXX
Xxxxxx X. Xxxxxxxxx
Secretary
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Managing Agent
By: XXXXX X. XXXXXXXX
Xxxxx X. Xxxxxxxx, Vice President
Exhibit A to Amendment
CONSENT OF SUBSIDIARY GUARANTORS
Reference is hereby made to that certain Reducing
Revolving Loan Agreement dated as of October 4, 1994 among
Aztar Corporation ("Parent"), Adamar of New Jersey, Inc.
("ANJI"), Ramada Express, Inc. ("REI" and, collectively with
Parent and ANJI, the "Borrowers"), the Banks party thereto,
Societe Generale and Midlantic Bank, N.A., as Lead Managers,
Bank One Arizona, N A and Credit Lyonnais, as Co-Agents,
Bankers Trust Company, as Co-Managing Agent, and Bank of
America National Trust and Savings Association, as Managing
Agent, as heretofore amended (the "Loan Agreement").
Each of the undersigned hereby consents to the
execution, delivery and performance by Borrowers and the
Managing Agent of Amendment No. 2 to the Loan Agreement.
Each of the undersigned represents and warrants to
the Managing 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: December 28, 1995
HOTEL RAMADA OF NEVADA
By: X. XXXXXXXXX
Title: V.P. & Secretary
AZTAR DEVELOPMENT CORPORATION
By: X. XXXXXXXXX
Title: V.P. & Secretary
AZTAR INDIANA GAMING CORPORATION
By: X. XXXXXXXXX
Title: V.P. & Secretary
AZTAR MISSOURI GAMING CORPORATION
By: X. XXXXXXXXX
Title: V.P. & Secretary
RAMADA NEW JERSEY, INC.
By: X. XXXXXXXXX
Title: V.P. & Secretary
ATLANTIC-DEAUVILLE INC.
By: X. XXXXXXXXX
Title: V.P. & Secretary
ADAMAR GARAGE CORPORATION
By: X. XXXXXXXXX
Title: V.P. & Secretary
RAMADA NEW JERSEY HOLDINGS CORPORATION
By: X. XXXXXXXXX
Title: V.P. & Secretary
MANCHESTER MALL, INC.
By: X. XXXXXXXXX
Title: V.P. & Secretary
Exhibit B to Amendment
CONSENT OF BANK
Reference is hereby made to that certain Reducing
Revolving Loan Agreement dated as of October 4, 1994 among
Aztar Corporation ("Parent"), Adamar of New Jersey, Inc.
("ANJI"), Ramada Express, Inc. ("REI" and, collectively with
Parent and ANJI, the "Borrowers"), the Banks party thereto,
Societe Generale and Midlantic Bank, N.A., as Lead Managers,
Bank One Arizona, N A and Credit Lyonnais, as Co-Agents,
Bankers Trust Company, as Co-Managing Agent, and Bank of
America National Trust and Savings Association, as Managing
Agent, as heretofore amended (the "Loan Agreement").
The undersigned Bank hereby consents to the execution
and delivery of Amendment No. 2 to Reducing Revolving Loan
Agreement by the Managing Agent on its behalf, substantially in
the form of a draft dated on or about December 15, 1995
presented to the undersigned Bank.
Date: December __, 1995
_____________________________________
[Name of Institution]
By ___________________________________
______________________________________
[Printed Name and Title]
The Consent of Bank, Exhibit B to Amendment No. 2, was dated and
signed by the following parties:
Date Name of Institution Name Title
Dec. 27, 1995 ABN Amro Bank, N.V. Xxxxxxxx X. Xxxxx Corp Banking
Officer
Xxxxxxx X. French Vice President
Dec. 28, 0000 Xxxx xx Xxxxxxx Xxxx X. Xxxxxx Vice President
National Trust and
Savings Association
Dec. 21, 1995 Bank of America, Xxxx Xxxxxx Vice President
Nevada
Dec. 21, 1995 Bank of Scotland Xxxxxxxxx Xxxxxx Vice President
and Branch Mgr.
Dec. 21, 1995 Bank One Arizona, Xxxxxxxx X. Xxxxxx Vice President
N.A.
Dec. 26, 1995 Bankers Trust Xxxx Xx Xxxxx Assistant Vice
Company President
Dec. 27, 1995 Credit Lyonnais Xxxxxxx Xxxxxxx Vice President/
Los Angeles Branch Manager
Dec. 22, 1995 The Daiwa Bank, Xxxxxxxx X. Assistant Vice
Limited Xxxxxxxx President
Xxxxx X. Xxxxxxxx Vice President
and Manager
Dec. 28, 1995 First Security Bank Xxxx X. Xxxxxxxx Senior Vice
of Idaho, N.A. President
Dec. 1995 Midlantic Bank, Xxxxxx X. Xxxxxx Vice President
N.A.
Dec. 26, 1995 NatWest Bank, Xxxx X. Xxxxxxxx Vice President
NA
Dec. 22, 1995 Societe Generale J. Xxxxxx Xxxxx Regional Manager
Exhibit C to Amendment
TROPICANA ENTERPRISES
a Nevada General Partnership
c/o Aztar Corporation
0000 X. Xxxxxxxxx Xxxx - Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
December 27, 1995
Bank of America NT&SA
Agency Management Services, No. 5596
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Re: Second Amended and Restated Loan Agreement dated as
of October 4, 1994.
Gentlemen:
We refer to the above mentioned Loan Agreement. Terms defined
therein are used in this letter agreement with the same
meanings.
Borrower hereby agrees to pay on February 16, 1996 to the
Managing Agent, for the account of the Banks in accordance with
each Bank's Pro Rata Share, a supplemental fee equal to .25%
(25 basis points) per annum times the aggregate principal
amount outstanding under the Notes on February 15, 1996 for the
number of days in the Pricing Period then commencing. Such
supplemental fee shall be non-refundable.
When accepted by you, this letter agreement shall supplement
and amend the Loan Agreement.
TROPICANA ENTERPRISES,
a Nevada General Partnership
By: ADAMAR OF NEVADA
Its General Partner
By: X. XXXXXXXXX
Xxxxxx X. Xxxxxxxxx, Secretary
Accepted:
BANK OF AMERICA, NT&SA
as Managing Agent
By: XXXXX X. XXXXXXXX
Xxxxx X. Xxxxxxxx, V.P.
AZTAR CORPORATION
0000 Xxxx Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000-0000
December 28, 0000
Xxxx xx Xxxxxxx National
Trust and Savings Association
Agency Management Services #5596
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Xx. Xxx Xxxxxxxxx
Vice President
Re: Reducing Revolving Loan Agreement dated as of
October 4, 1994
Dear Xxx:
We refer to the above-mentioned Loan Agreement; terms therein
defined are used herein with the same meanings.
Aztar Corporation hereby agrees that during the Restricted
Period defined below it will not, and will not permit any of
its Subsidiaries to, make, or enter into any legally binding
commitment to make, any New Venture Capital Expenditure or New
Venture Investment if the aggregate New Venture Capital
Expenditures and New Venture Investments reasonably anticipated
with respect to the related New Venture will exceed $50,000,000
without first obtaining the written consent of the Requisite
Banks, except the projects permitted by clauses (i),(ii) and
(iii) of Sections 6.15 and 6.16 of the above Loan Agreement.
The "Restricted Period" shall be the period commencing on the
date hereof and ending on the last day of our Third Fiscal
Quarter 1996.
This letter is provided as an additional inducement to the
Banks with respect to their execution of Amendment No. 2 to the
above Loan Agreement. This letter shall be Loan Document and
any failure to comply with the foregoing agreement shall be
covered by Section 9.1(e) of the above Loan Agreement.
Aztar Corporation
By: XXXX X. XXXXXXXXX
Its: Treasurer