AMENDMENT NO. 2 TO AMENDED AND RESTATED
REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 2 to Amended and Restated Reducing
Revolving Loan Agreement (this "Amendment") dated as of March 5,
1999 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 adding the following new defined terms:
"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 minus (c) the aggregate
purchase prices and/or redemption prices
paid by Borrower to repurchase
Subordinated Obligations subsequent to
the Closing Date and through that 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 minus (c) the aggregate
purchase prices and/or redemption prices
paid by Borrower to repurchase or redeem
Subordinated Obligations subsequent to
the Closing Date and through that date.
2. Section 6.1. Section 6.1 of the Loan Agreement is
amended by striking clause (ii) thereof and substituting in its
place:
(ii) for payments that do not exceed
either (A) the Sub Debt Basket or
(B) when aggregated with all other Basket
Expenditures made since the Closing Date,
the Aggregate Basket; provided that no
Default or Event of Default then exists
or results therefrom;
3. Section 6.5. Section 6.5 of the Loan Agreement is
amended by striking the figures "$300,000,000" in clause (ii) of
Subsection (d) and substituting in their place the words "the
Aggregate Basket."
4. Section 6.15. Section 6.15 of the Loan Agreement is
amended by striking the figures "$300,000,000" in clause (ii) of
Subsection (c), clause (ii) of Subsection (d) and clause (ii) of
Subsection (e), and substituting in their respective places the
words "the Aggregate Basket."
5. Section 6.16. Section 6.16 of the Loan Agreement is
amended by striking the figures $300,000,000" in clause (ii) of
Subsection (l) and clause (ii) of Subsection (m), and
substituting in their respective places the words "the Aggregate
Basket."
6. 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.
7. 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.
8. 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: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Treasurer
[Printed Name and Title]
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as
Administrative Agent
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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. 2 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 __, 1999
HOTEL RAMADA OF NEVADA
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President & Treasurer
AZTAR DEVELOPMENT CORPORATION
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Treasurer
AZTAR INDIANA GAMING CORPORATION
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President & Treasurer
AZTAR MISSOURI GAMING CORPORATION
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President & Treasurer
RAMADA NEW JERSEY, INC.
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Treasurer
ATLANTIC-DEAUVILLE INC.
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Treasurer
ADAMAR GARAGE CORPORATION
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Treasurer
RAMADA NEW JERSEY HOLDINGS CORPORATION
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Treasurer
MANCHESTER MALL, INC.
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Treasurer
RAMADA EXPRESS, INC.
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President & Treasurer
ADMAR OF NEW JERSEY, INC.
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Treasurer
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. 2 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 5, ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
[Name of Institution]
By ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
[Printed Name and Title]
Date: ▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇ AMBRO BANK N.V
By ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Vice President
By ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇
Vice President & Director
Date: March 1, 1999
BANK OF SCOTTLAND
By: ▇▇▇▇▇ ▇▇▇▇ TAT
▇▇▇▇▇ ▇▇▇▇ Tat
Senior Vice President
Date: March 9, 1999
BANKERS TRUST COMPANY
By: ▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇
Principal
Date: March 5, 1999
CREDIT LYONNAIS LOS ANGELES BRANCH
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
First Vice President & Manager
Date: March 5, 1999
IMPERIAL BANK
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
Date: March 3, 1999
KEYBANK NATIONAL ASSOCIATION
By: ▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Vice President
Date: March 5, 1999
MITSUBISHI TRUST AND BANKING CORP.
By: YASUSHI SATOMI
Yasushi Satomi
Senior Vice President & Chief Manager
Date: March 1, 1999
NATIONS BANK, N.A.
By: ▇▇ ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇
SVP
Date: March 5, 1999
PNC BANK NATIONAL ASSOCIATION
By: ▇.▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
Date: March , 1999
SOCIETE GENERALE
By: ▇▇▇▇ ▇. ▇▇▇
▇▇▇▇ ▇. ▇▇▇
Vice President
