AMENDMENT NO. 1 TO AMENDED AND RESTATED
REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 1 to Amended and Restated Reducing
Revolving Loan Agreement (this "Amendment") dated as of October 8, 1998
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 definition of "Basket Expenditures" to read as
follows:
"Basket Expenditures" means (a) Capital
Expenditures permitted by Sections
6.15(c), 6.15(d) and 6.15(e), (b) the
Acquisition Expenditures permitted by
Section 6.16(l) and 6.16(m), (c) the
aggregate purchase or redemption prices
paid in respect of Subordinated
Obligations permitted by Section
6.1(b)(ii) and (d) the aggregate purchase
price paid in respect of repurchases of
Common Stock permitted by Section 6.5(d).
2. Section 6.5. Section 6.5 of the Loan Agreement is
amended by striking the word "and" in the sixth line thereof, inserting
a comma at that place and adding a new Subsection (d) in the seventh
line thereof immediately after the word "Stock" to read as follows:
and (d) Distributions in the form of
repurchases of Common Stock for which the
aggregate purchase price does not exceed
either (i) $30,000,000 or (ii) when
aggregated with all other Basket
Expenditures made since the Closing Date,
$300,000,000;
3. 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.
4. 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.
5. 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: ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President &
Chief Financial Officer
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 (the "Loan Agreement").
Each of the undersigned hereby consents to the execution,
delivery and performance by Borrower and the Administrative Agent of
Amendment No. 1 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: October 8, 1998
HOTEL RAMADA OF NEVADA
By: ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President & Treasurer
AZTAR DEVELOPMENT CORPORATION
By: ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
AZTAR INDIANA GAMING CORPORATION
By: ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President & Treasurer
AZTAR MISSOURI GAMING CORPORATION
By: ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President & Treasurer
RAMADA NEW JERSEY, INC.
By: ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
ATLANTIC-DEAUVILLE INC.
By: ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
ADAMAR GARAGE CORPORATION
By: ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
RAMADA NEW JERSEY HOLDINGS CORPORATION
By: ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
MANCHESTER MALL, INC.
By: ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
RAMADA EXPRESS, INC.
By: ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President & Treasurer
ADMAR OF NEW JERSEY, INC.
By: ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
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 (the "Loan Agreement").
The undersigned Bank hereby consents to the execution and
delivery of Amendment No. 1 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: October 5, ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
By: ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
Date: September 24, 1998
ABN AMRO BANK N.V.
By: ▇▇▇▇▇▇▇ ▇. FRENCH
▇▇▇▇▇▇▇ ▇. French
Title: Group Vice President & Director
By: ▇.▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
Date: September 25, 1998
BANK OF SCOTLAND
By: ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
Title: Asst. Vice President
Date: October 8, 1998
CREDIT LYONNAIS LOS ANGELES
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: First Vice President and Manager
Date: September 13, 1998
IMPERIAL BANK
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
Date: September 29, 1998
KEYBANK NATIONAL ASSOCIATION
By: ▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
Title: Commercial Banking Officer
Date: October 1, 1998
THE MITSUBISHI TRUST AND BANKING CORPORATION
By: Y. SATOMI
Yasushi Satomi
Title: Senior Vice President and Chief Manager
Date: October 7, 1998
PNC BANK NATIONAL ASSOCIATION
By: ▇.▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Date: October 7, 1998
SOCIETE GENERALE
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
