EXHIBIT 10.06
AMENDMENT OF AGREEMENTS
This AMENDMENT OF AGREEMENTS (this "AMENDMENT") is effective as of
the 27 day of July, 2000 by and among ALADDIN GAMING, LLC, a Nevada
limited-liability company (the "BORROWER"), the various financial institutions
as are or may become parties hereto (collectively, the "LENDER"), THE BANK OF
NOVA SCOTIA, as administrative agent (together with any successor thereto in
such capacity, the ("ADMINISTRATIVE AGENT") for the Lenders.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders, the Administrative Agent, the
Syndication Agent and the Documentation Agent have heretofore entered into (w)
that certain Credit Agreement (the "CA") dated as of February 26, 1998, (x) that
certain First Amendment to Credit Agreement (the "FIRST AMENDMENT TO CREDIT
AGREEMENT") dated as of January 29, 1999, (y) that certain Second Amendment to
Credit Agreement (the "SECOND AMENDMENT TO CREDIT AGREEMENT") dated as of April
5, 1999, effective as of March 10, 1999 and (z) that certain Third Amendment to
Credit Agreement (the "THIRD AMENDMENT TO CREDIT AGREEMENT") dated as of June 2,
2000 (the CA, as amended by the First Amendment to Credit Agreement, the Second
Amendment to Credit Agreement and the Third Amendment to Credit Agreement shall
be referred to herein as the "CREDIT AGREEMENT");
WHEREAS, the Borrower has requested the Lenders to enter into the
Fourth Amendment to Credit Agreement, dated as of July 27, 2000 (the "FOURTH
AMENDMENT TO CREDIT AGREEMENT"), by and among Aladdin Gaming, LLC, a Nevada
limited-liability company (the "BORROWER"), the various financial institutions
identified on the signature pages thereof as "Lenders" (collectively, the
"LENDERS"), The Bank of Nova Scotia, as administrative agent (together with any
successor thereto in such capacity, the "ADMINISTRATIVE AGENT") for the Lenders
and Merrill Lynch Capital Corporation, as syndication agent (together with any
successor thereto in such capacity, the "SYNDICATION AGENT") for the Lenders
which Fourth Amendment to Credit Agreement, among other things, increases the
maximum principal amount of the Credit Extensions from Four Hundred Ten Million
Dollars ($410,000,000.00) to Four Hundred Fifty-Three Million Seven Hundred
Fifty Thousand Dollars ($453,750,000.00).
NOW, THEREFORE, in consideration of the agreements contained herein,
the parties hereto agree as follows:
1. All references in any Loan Document, including without
limitation, the agreements listed on SCHEDULE A hereto, to
the amount $410,000,000 in respect of the aggregate
principal amount of the Bank Credit Facility to the
Borrower shall hereinafter be deemed to be deleted and
replaced by the amount $453,750,000.
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2. THIS AMENDMENT OF AGREEMENTS SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER
CHOICE OF LAW AND CONFLICTS OF LAW RULES OF SUCH STATE.
3. Unless otherwise defined herein or the context otherwise
requires, terms used herein have the meanings provided in
the Fourth Amendment to Credit Agreement.
4. This Amendment of Agreements is a Loan Document executed
pursuant to the Credit Agreement and shall (unless
otherwise expressly indicated therein) be construed,
administered and applied in accordance with the terms and
provisions of the Credit Agreement.
5. This Amendment of Agreements shall be binding upon and
inure to the benefit of the parties hereto and their
respective successors and assigns.
6. This Amendment of Agreements may be executed by the parties
hereto in any number of counterparts and on separate
counterparts, each of which shall be an original but all of
which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
of Agreements as of the day and year first above written.
ALADDIN GAMING, LLC
By: THOMAS A. LETTERO
-----------------------------
Name: Thomas A. Lettero
Title: Senior Vice President and
Chief Financial Officer
THE BANK OF NOVA SCOTIA, as the
Administrative Agent
By:
-----------------------------
Name:
Title:
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SCHEDULE A
1. Assignment of Design/Build Contract
2. Assignment of Salle Privee Agreement
3. Assignment of Consulting Agreement
4. Assignment of Project Management Agreement
5. Borrower Collateral Account Agreement
6. Holdings Collateral Account Agreement
7. Servicing and Collateral Account Agreement
8. Scotiabank Collateral Account Agreement
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