EX-10 3 ex10.htm EXHIBIT 10 EXHIBIT 10

                                                               EXHIBIT 10

AMENDMENT NO. 8 TO AMENDED AND RESTATED
REDUCING REVOLVING LOAN AGREEMENT


     This Amendment No. 8 to Amended and Restated Reducing Revolving Loan Agreement (this "Amendment") dated as of June 13, 2003 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 Lenders party thereto and Bank of America, N.A. (under its former name, Bank of America National Trust and Savings Association), as Administrative Agent (as 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. Borrower and the Administrative Agent, acting with the consent of the Requisite Lenders pursuant to Section 11.2 of the Loan Agreement, agree as follows:

       1.     Amendment to Section 6.5. Clause (b) of Section 6.5 of the Loan Agreement is hereby amended and restated to read in its entirety as follows:

 


      "(b) Distributions with respect to the Series B ESOP Convertible Preferred Stock of Borrower if no Default or Event of Default exists or would result therefrom; provided that the aggregate amount of such Distributions (exclusive of any required Distributions) from and after June 1, 2003 shall not exceed $20,000,000,"


       2.     Amendments to Section 6.9. Section 6.9 of the Loan Agreement is hereby amended by replacing the period at the end of clause (k) thereof with "; and" and by adding thereto a new clause (l) to read in its entirety as follows:

 


      "(l) other unsecured Indebtedness and Guaranty Obligations of Borrower or its Subsidiaries in an aggregate principal amount which does not exceed $25,000,000 which is incurred when no Default or Event of Default exists or would result therefrom.

       3.     Amendment to Section 6.17. Clause (e) of Section 6.17 of the Loan Agreement is hereby amended and restated to read in its entirety as follows:

 


      "(e)  Indebtedness and Guaranty Obligations permitted under Section 6.9(d) or Section 6.9(l) and".


       4.     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 the date hereof:

 


      (i)     Counterparts of this Amendment executed by all parties hereto;

      (ii)    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

      (iii)   Written consent of the Requisite Lenders as required under Section 11.2 of the Loan Agreement in the form of Exhibit B to this Amendment.


       5.     Representation and Warranty. Borrower represents and warrants to the Administrative Agent and the Lenders 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, Borrower and the Administrative Agent have executed this Amendment as of the date first written above by their duly authorized representatives.

AZTAR CORPORATION



By:     NEIL A. CIARFALIA        
        Neil A. Ciarfalia
Title:  Treasurer                
       [Printed Name and Title]

BANK OF AMERICA, N.A., as
Administrative Agent


By:     JANICE HAMMOND         
        Janice Hammond
Title:  Vice President         
       [Printed Name and Title]






























2

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 Lenders party thereto, and Bank of America, N.A., 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. 8 to the Loan Agreement.

           Each of the undersigned represents and warrants to the Administrative Agent and the Lenders 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: June 13, 2003

HOTEL RAMADA OF NEVADA


By:    N.W. ARMSTRONG JR.    
       Nelson W. Armstrong, Jr.
Title: Vice President & Secretary



AZTAR DEVELOPMENT CORPORATION


By:    NEIL CIARFALIA        
       Neil Ciarfalia
Title: Treasurer             


AZTAR INDIANA GAMING CORPORATION


By:    N.W. ARMSTRONG JR.    
       Nelson W. Armstrong, Jr.
Title: Vice President & Secretary


RAMADA NEW JERSEY, INC.


By:    NEIL CIARFALIA        
       Neil Ciarfalia
Title: Treasurer             



ATLANTIC-DEAUVILLE INC.


By:    NEIL CIARFALIA        
       Neil Ciarfalia
Title: Treasurer             


ADAMAR GARAGE CORPORATION


By:    NEIL CIARFALIA        
       Neil Ciarfalia
Title: Treasurer             







3

AZTAR MISSOURI GAMING CORPORATION


By:    N.W. ARMSTRONG JR.    
       Nelson W. Armstrong, Jr.
Title: Vice President & Secretary





AZTAR INDIANA GAMING COMPANY, LLC

By:  Aztar Riverboat
     Holding Company, LLC,
     its Managing Member


By:    N.W. ARMSTRONG JR.    
       Nelson W. Armstrong, Jr.
Title: Vice President & Secretary


RAMADA NEW JERSEY HOLDINGS
CORPORATION




By:    NEIL CIARFALIA        
       Neil Ciarfalia
Title: Treasurer             




MANCHESTER MALL, INC.


By:    NEIL CIARFALIA        
       Neil Ciarfalia
Title: Treasurer             



RAMADA EXPRESS, INC.


By:    N.W. ARMSTRONG JR.    
       Nelson W. Armstrong, Jr.
Title: Vice President & Secretary



AZTAR RIVERBOAT HOLDING
COMPANY, LLC

By:    Aztar Indiana Gaming        Corporation, an Indiana        corporation, its Member

By:    N.W. ARMSTRONG JR.    
       Nelson W. Armstrong, Jr.
Title: Vice President & Secretary
       [Printed Name and Title]

By:    Aztar Missouri Gaming        Corporation, a Missouri        corporation, its Member

By:    N.W. ARMSTRONG JR.    
       Nelson W. Armstrong, Jr.
Title: Vice President & Secretary 
       [Printed Name and Title]


AZTAR MISSOURI RIVERBOAT GAMING
COMPANY, LLC

By: Aztar Riverboat Holding
    Company, LLC,
    its Managing Member

By:    N.W. ARMSTRONG JR.    
       Nelson W. Armstrong, Jr.
Title: Vice President & Secretary 



ADAMAR OF NEW JERSEY, INC.


By:    NEIL CIARFALIA        
       Neil Ciarfalia
Title: Treasurer             


ADAMAR OF NEVADA


By:    N.W. ARMSTRONG JR.    
       Nelson W. Armstrong, Jr.
Title: Vice President & Secretary 


TROPICANA DEVELOPMENT COMPANY,
LLC


By:    N.W. ARMSTRONG JR.    
       Nelson W. Armstrong, Jr.
Title: Vice President & Secretary 


TROPICANA REAL ESTATE COMPANY, LLC


By:    N.W. ARMSTRONG JR.    
       Nelson W. Armstrong, Jr.
Title: Vice President & Secretary 

 

 

Exhibit B to Amendment

CONSENT OF LENDER


           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 Lenders party thereto, and Bank of America, N.A., as Administrative Agent (as amended, the "Loan Agreement").

           The undersigned Lender hereby consents to the execution and delivery of Amendment No. 8 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 Lender.

               Date: June 12, 2003

 

 

 Bank of America, N.A.          
[Name of Institution]



By  SCOTT L. FABER              
    Scott L. Faber
    Managing Director           
       [Printed Name and Title]

 

               Date: June 9, 2003

 

 

 Bank of Scotland              
[Name of Institution]



By  JOSEPH FRATUS             
    Joseph Fratus
    First Vice President      
       [Printed Name and Title]

 

 

 

               Date: June 12, 2003

 

 

 Comerica West Incorporated   
[Name of Institution]



By  MEI LING CHUA             
    Mei Ling Chua
    Corporate Banking Officer 
       [Printed Name and Title]

 

 

               Date: June 13, 2003

 

 

 Fleet National Bank          
[Name of Institution]



By  RICHARD POWELL            
    Richard Powell
    Vice President            
       [Printed Name and Title]

 

               Date: June 11, 2003

 

 

 National City Bank           
[Name of Institution]



By  MARK A. MINNICK           
    Mark A. Minnick
    Senior Vice President     
       [Printed Name and Title]

 

 

 

 

               Date: June 12, 2003

 

 

 Societe Generale             
[Name of Institution]



By  THOMAS K. DAY             
    Thomas K. Day
    Managing Director         
       [Printed Name and Title]