EXHIBIT 10.20(c)

EX-10 3 ex1020c.htm EXHIBIT 10.20(C) EXHIBIT 10.20(c) EXHIBIT 10.20(c)

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

                         This Second Amendment to Amended and Restated Credit Agreement (this "Amendment") dated as of December 22, 2005, is entered into with reference to the Amended and Restated Credit Agreement dated as of July 22, 2004, (as amended, the "Credit Agreement"), among Aztar Corporation ("Borrower"), the Lenders party thereto and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Credit Agreement. Borrower and the Administrative Agent, acting with the consent of the Required Lenders pursuant to Section 10.01 of the Credit Agreement, agree as follows:

                         1.        Amendment to Letter of Credit Sublimit. The Letter of Credit Sublimit set forth in the Credit Agreement is hereby increased from $50,000,000 to $75,000,000.

                         2.        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 Officer of each party thereto and dated as of the date hereof:

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

                                   (ii)        Written consent of the Requisite Lenders as required under
            Section 10.02 of the Credit Agreement in the form of Exhibit A to this Amendment.

                         3.        Representation and Warranty. The Borrower represents and warrants to the Administrative Agent and the Lenders as of the date hereof that:

                                   (i)         The Borrower has all necessary power and has taken all corporate
            action necessary to enter into this Amendment and to make this Amendment and all other
            agreements and instruments to which it is a party executed in connection herewith, the
            valid and enforceable obligations they purport to be.

                                   (ii)        No Default or Event of Default under the Credit Agreement has
            occurred and remains continuing.

                         4.        Counterparts. This Amendment may be executed in counterparts in accordance with Section 10.10 of the Credit Agreement.

                         5.        Confirmation. In all other respects, the terms of the Credit 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 CIARFALIA
       Neil Ciarfalia
       VP, Treasurer & CFO
       [Printed Name and Title]

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

By: CHRIS M. LEVINE
       Chris M. Levine
       Assistant Vice President
       [Printed Name and Title]

Exhibit A to Amendment

CONSENT OF LENDER

                         Reference is hereby made to that certain Amended and Restated Credit Agreement dated as of July 22, 2004 (as amended, the "Credit Agreement"), among Aztar Corporation ("Borrower"), the Lenders party thereto, and Bank of America, N.A., as Administrative Agent.

                         The undersigned Lender hereby consents to the execution and delivery of the Second Amendment to Amended and Restated Credit Agreement dated as of the date hereof by the Administrative Agent on its behalf, substantially in the form of the most recent draft thereof presented to the undersigned Lender.

                         Date: December 21, 2005

    Bank of America, N.A.

By BRIAN D. CORUM
       Brian D. Corum
       Senior Vice President

Date: December 22, 2005

	BNP Paribas By JANICE S.H. HO Janice S.H. Ho Director
	By MALINA LUI Malina Lui VP

Date: December 21, 2005

	Calyon New York Branch By DIANNE M. SCOTT Dianne M. Scott Managing Director
	By F. FRANK HERRERA F. Frank Herrera Director

Date: December 21, 2005

	Commerzbank AG, New York and Grand Cayman Branches By CHRISTIAN JAGENBERG Christian Jagenberg SVP and Manager
	By WERNER SCHMIDBAUER Werner Schmidbauer SVP

Date: December 21, 2005

	Deutsche Bank Trust Company Americas By STEVEN P. LAPHAN Steven P. Laphan Managing Director
	By MARY KAY COYLE Mary Kay Coyle Managing Director

Date: December 22, 2005

    Hibernia National Bank

By CHRIS HASKEW
       Chris Haskew
       Senior Vice President

Date: December 21, 2005

    Societe Generale

By P. WRIGHT
       Patricia Wright
       Vice President

Date: December 21, 2005

    Sovereign Bank

By CHRIS D. WOLFSLAYER
       Chris D. Wolfslayer
       Vice President

Date: December 21, 2005

    U.S. Bank National Association

By SCOTT J. BELL
      Scott J. Bell
      Senior Vice President