Exhibit 10.4(b)
AMENDMENT NO. 1 TO REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 1 to Reducing Revolving Loan Agreement
(this "Amendment") dated as of November 3, 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, (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 - Adjusted Funded Debt.
Section 1.1 of the Loan Agreement is amended to revise the
definition of "Adjusted Funded Debt" by striking clause (a)
thereof and substituting in its place the following:
"(a) all outstanding letters of credit on that date (other
than any letter of credit to the extent collateralized by
the deposit with the issuing bank of Cash, Cash
Equivalents or a certificate of deposit or other deposit
account of the issuing bank as collateral security
therefor),"
2. Amendment to Section 1.1 - Annualized Adjusted
EBITDA. Section 1.1 of the Loan Agreement is amended to revise
the definition of "Annualized Adjusted EBITDA" as follows:
(a) by striking "(a)" in the second line thereof;
(b) by striking "(b)" in the fourth line thereof;
(c) by substituting the word "adjusted," for the
word "plus" in the fourth line thereof; and
(d) by inserting the word "by" before the word
"such" in the ninth line thereof.
3. Amendment to Section 1.1 -- Banking Day. Section 1.1
of the Loan Agreement is amended to revise the definition of
"Banking Day" by adding the word "Nevada," after the word
"California" in the third line thereof.
4. 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) 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; 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. Borrowers represent and
warrant to the Managing 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, Borrowers and the Managing Agent have
executed this Amendment as of the date first written above by
their duly authorized representatives.
AZTAR CORPORATION
AZTAR OF NEW JERSEY, INC.
RAMADA EXPRESS, INC.
By: X. X. XXXXXXXXX, XX.
Xxxxxx X. Xxxxxxxxx, Xx.
Vice President
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, (the "Loan Agreement").
Each of the undersigned hereby consents to the
execution, delivery and performance by Borrowers and the
Managing Agent of Amendment No. 1 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: November 3, 1995
HOTEL RAMADA OF NEVADA
By: X. X. XXXXXXXXX, XX.
Xxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President
AZTAR DEVELOPMENT CORPORATION
By: XXXX X. XXXXXXXXX
Xxxx X. Xxxxxxxxx
Title: Treasurer
AZTAR INDIANA GAMING CORPORATION
By: X. X. XXXXXXXXX, XX.
Xxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President
AZTAR MISSOURI GAMING CORPORATION
By: X. X. XXXXXXXXX, XX.
Xxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President
RAMADA NEW JERSEY, INC.
By: X. X. XXXXXXXXX, XX.
Xxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President
ATLANTIC-DEAUVILLE INC.
By: X. X. XXXXXXXXX, XX.
Xxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President
ADAMAR GARAGE CORPORATION
By: X. X. XXXXXXXXX, XX.
Xxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President
RAMADA NEW JERSEY HOLDINGS CORPORATION
By: X. X. XXXXXXXXX, XX.
Xxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President
MANCHESTER MALL, INC.
By: X. X. XXXXXXXXX, XX.
Xxxxxx X. Xxxxxxxxx, Xx.
Title: Vice President
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, (the "Loan Agreement").
The undersigned Bank hereby consents to the execution
and delivery of Amendment No. 1 to Reducing Revolving Loan
Agreement by the Managing Agent on its behalf, substantially in
the form of a draft dated on or about October 24, 1995
presented to the undersigned Bank.
Date: , 1995
_____________________________________
[Name of Institution]
By ___________________________________
______________________________________
[Printed Name and Title]
The Consent of Bank, Exhibit B to Amendment No. 1, was dated and
signed by the following parties:
Date Name of Institution Name Title
Nov. 3, 1995 Bank of America Xxx Xxxxxxx Managing Director
Nov. 2, 1995 Credit Lyonnais
Los Angeles
Branch Xxxxxxx X. Xxxxxxx Vice President
Cayman Island
Branch Xxxxxxx X. Xxxxxxx Vice President
Oct. 30, 1995 First Security Xxxxx X. Xxxx Vice President
Bank of Idaho, N.A.
Oct. 1995 Bank of Scotland Xxxxxxxxx X. Vice President
Oniffrey
Oct. 30, 1995 The Daiwa Bank, Xxxxx X. Xxxxxxxx Vice President
Limited and Manager
Xxxxxxxx X. Assistant Vice
Xxxxxxxx President
Oct. 1995 Bankers Trust Xxxx Xx Xxxxx Assistant Vice
Company President
Oct. 26, 1995 Societe Generale Xxxxxx X. Xxxxxxxx Vice President
Oct. 31, 1995 Bank One Xxxxxxxx X. Xxxxxx Vice President
Arizona, NA
Nov. 3, 1995 Midlantic Bank, Xxxxxxx Xxxxx Banking Officer
N.A.
Oct. 30, 1995 Bank of America, Xxxx X. Xxxxxx Vice President
Nevada
Oct. 1995 ABN Amro Bank N.V. Xxxxxxx X. French Vice President
Xxxxxxxx X. Xxxxx Corporate Banking
Officer
Nov. 3, 1995 Natwest Bank NA Xxxx X. Xxxxxxxx Vice President