Exhibit 4(h)
EXECUTION DRAFT
FIRST AMENDMENT TO LOAN AGREEMENT
This FIRST AMENDMENT TO LOAN AGREEMENT (this "First Amendment") is
entered into as of August 31, 1994 by and among Caesars World, Inc., a Florida
corporation (the "Borrower"), the several financial institutions party to this
First Amendment (the "Banks") and Bank of America National Trust and Savings
Association, as agent for the Banks (the "Agent") and amends that Loan Agreement
dated as of August 21, 1992 among the Borrower, the Banks and the Agent (the
"Agreement").
RECITAL
The Borrower has requested the Banks and the Agent to amend certain
provisions of the Agreement, and the Banks and the Agent are willing to do so on
the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. TERMS. All terms used herein shall have the same meanings as in
the Agreement unless otherwise defined herein. All references to the Agreement
herein shall mean the Agreement as hereby amended.
2. AMENDMENTS TO AGREEMENT. The Banks and the Agent hereby agree
that the Agreement is amended as follows:
2.1 The definition of "Loan Documents" in Section 1.1 of the
Agreement is amended by inserting "the Swing Line Documents" immediately after
the "the Subsidiary Guaranty."
2.2 The definitions of "Disposition," "Significant Subsidiary" and
"Unused Availability" in Section 1.1 of the Agreement are amended and restated
in their entirety as follows:
"'DISPOSITION' means the sale, transfer or other disposition
in any single transaction or series of related transactions of any asset,
or group of related assets, of Borrower or of any Subsidiary of Borrower
that has at the date of the Disposition a book value or fair market value
(which shall be deemed to be equal to the sales price for
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such asset or assets upon a sale to a Person that is not an Affiliate of
Borrower) of $2,500,000 or more, OTHER THAN (i) inventory or other
assets sold or otherwise disposed of in the ordinary course of business of
Borrower or a Subsidiary of Borrower, (ii) equipment sold or otherwise
disposed of where substantially similar equipment in replacement thereof
has theretofore been acquired, or thereafter within 90 days is acquired,
by Borrower or a Subsidiary of Borrower, and (iii) a disposition to
Borrower or a Wholly-Owned Subsidiary; PROVIDED, that a Disposition
shall not be construed to include the creation of a Lien or Right of
Others, or the making of a Distribution, permitted hereunder."
"'SIGNIFICANT SUBSIDIARY' means, as of any date of
determination, (a) any Subsidiary of Borrower that has previously executed
and delivered the Subsidiary Guaranty, (b) any Restricted Subsidiary of
Borrower that had on the last day of the Fiscal Quarter then most recently
ended assets constituting 5% or more of the total assets of Borrower and
its Subsidiaries on a consolidated basis determined in accordance with
Generally Accepted Accounting Principles."
"'UNUSED AVAILABILITY' means, as of any date of
determination, the SUM of (a) the amount, if any, by which the Line A
Commitment exceeds the SUM of (i) the principal Indebtedness then
evidenced by the Line A Notes, PLUS (ii) the Aggregate Effective Amount
of all Letters of Credit then outstanding PLUS the amount of the Swing
Line Outstandings, and (b) if such date is on or before the Line B
Conversion Date, the amount, if any, by which the Line B Commitment
exceeds the principal Indebtedness then evidenced by the Line B Notes."
2.3 Section 1.1 of the Agreement is amended by inserting the
following new definitions in proper alphabetical order:
"'DESIGNATED UNRESTRICTED SUBSIDIARIES' means any one or
more Subsidiaries of Borrower which are not Restricted Subsidiaries and
which are designated by Borrower as such from time to time in writing by
notice to the Agent."
"'RESTRICTED SUBSIDIARY' means, as of any date of
determination any Subsidiary of Borrower (a) at least 80% of the capital
stock or other ownership interests of which are owned on such date,
directly or indirectly, by Borrower, and (b) with respect to which neither
Borrower nor any of its Restricted Subsidiaries has entered into any
shareholders' agreement, management agreement or other
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agreement which has the effect of delegating management control over such
Subsidiary to a Person OTHER THAN Borrower or a Restricted Subsidiary."
"'SWING LINE' means the revolving line of credit established
by the Swing Line Bank in favor of Borrower pursuant to Section 2.16."
"'SWING LINE BANK' means Bank of America National Trust and
Savings Association."
"'SWING LINE DOCUMENTS' means any promissory note and any
other documents executed by Borrower as requested by the Swing Line Bank
from time to time in favor of the Swing Line Bank in connection with the
Swing Line."
"'SWING LINE LOANS' means loans made by the Swing Line Bank
to Borrower pursuant to Section 2.16."
"'SWING LINE OUTSTANDINGS' means, as of any date of
determination, the aggregate principal Indebtedness of Borrower on all
Swing Loans then outstanding."
"'WINDSOR' means Windsor Casino Limited, an Ontario
corporation, its successors and permitted assigns."
"'WINDSOR PROJECT' means the temporary and permanent casinos
operated by Windsor located in Windsor, Ontario, Canada."
"'WINDSOR SHAREHOLDERS' AGREEMENT' means the Shareholders
Agreement pertaining to Windsor to be entered into pursuant to the
agreement with the Ontario Casino Corporation, substantially in the form
previously delivered to the Banks, and with such material changes thereto
which are reasonably acceptable to the Agent and its counsel."
2.4 Section 2.1(a) of the Agreement is amended by inserting "PLUS
(D) the Swing Line Outstandings" immediately following "Carve Out Indebtedness."
2.5 Section 2.5(a) of the Agreement is amended by inserting "PLUS
(C) the Swing Line Outstandings" immediately following "Carve Out Indebtedness."
2.6 Section 2.12(a) of the Agreement is amended by inserting "PLUS
(D) the Swing Line Outstandings" immediately following "Carve Out Indebtedness."
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2.7 A new Section 2.16 is inserted immediately following Section
2.15 of the Agreement as follows:
"2.16 SWING LINE. The Swing Line Bank shall from time to
time through the day prior to the Line A Maturity Date make Swing Line
Loans to Borrower in such amounts as Borrower may request, PROVIDED that
(i) giving effect to each such Swing Line Loan, the Swing Line
Outstandings do not exceed $10,000,000, (ii) without the consent of all of
the Banks, no Swing Line Loan may be made during the continuation of any
Default or Event of Default and (iii) the Swing Line Bank has not given at
least twenty-four (24) hours prior notice to Borrower that availability
under the Swing Line is suspended or terminated. Borrower may borrow,
repay and reborrow under this Section. Unless notified to the contrary by
the Swing Line Bank, borrowings under the Swing Line shall be made in a
minimum amount of $1,000,000 upon telephonic request by a Responsible
Official of Borrower made to the Swing Line Bank by means of a request
submitted through the Agent not later than Noon, San Francisco time, on
the Banking Day of the requested borrowing (which telephonic request shall
be promptly confirmed to the Agent in writing by telecopier). Promptly
after receipt of such a request for borrowing, the Agent shall inform the
Swing Line Bank thereof and the Swing Line Bank shall obtain telephonic
verification from the Agent that, giving effect to such request,
availability for Loans will exist under Section 2.1(A) (and such
verification shall be promptly confirmed in writing by telecopier). If
Borrower instructs the Swing Line Bank to debit its demand deposit account
at the Swing Line Bank in the amount of any payment with respect to a
Swing Line Loan, or the Swing Line Bank otherwise receives repayment,
after Noon, San Francisco time, on a Banking Day, such payment shall be
deemed received on the next Banking Day. The Swing Line Bank shall
promptly notify the Agent of the Swing Line Outstandings each time there
is a change therein.
"Swing Line Loans shall bear interest at a fluctuating rate
per annum equal to the Alternate Base Rate PLUS the Applicable Alternate
Base Rate Margin, payable on such dates as may be specified by the Swing
Line Bank, not more frequently than monthly, and in any event on the Line
A Maturity Date. The Swing Line Bank shall be responsible for invoicing
Borrower for such interest. The interest payable on Swing Line Loans is
solely for the account of the Swing Line Bank.
"The Swing Line Loans shall be payable on demand made by the
Swing Line Bank and in any event on the Line A Maturity Date.
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"Upon the making of a Swing Line Loan, each Bank shall be
deemed to have purchased from the Swing Line Bank a participation therein
in an amount equal to that Bank's Pro Rata Share of the Line A Commitment
TIMES the amount of the Swing Line Loan. Upon demand made by the Swing
Line Bank, each Bank shall, according to its Pro Rata Share of the
Commitment, promptly provide to the Swing Line Bank its purchase price
therefor in an amount equal to its participation therein. The obligation
of each Bank to so provide its purchase price to the Swing Line Bank shall
be absolute and unconditional and shall not be affected by the occurrence
of an Event of Default or any other occurrence or event.
"In the event that there are any Swing Line Outstandings for
three (3) consecutive Banking Days, then on the next Banking Day (unless
Borrower has made other arrangements acceptable to the Swing Line Bank to
repay all Swing Line Outstandings), Borrower shall request a Committed
Loan pursuant to Section 2.1(A) in an amount complying with Section
2.1(E) and sufficient to repay all Swing Line Outstandings. The Agent
shall automatically provide such amount to the Swing Line Bank (which the
Swing Line Bank shall then apply to the Swing Line Outstandings) and
credit any balance of the Line A Loan in immediately available funds to
the Designated Deposit Account. In the event that Borrower fails to
request a Line A Loan within the time specified by Section 2.2 on any
such date, the Agent may, but is not required to, without notice to or the
consent of Borrower, cause Line A Advances to be made by the Banks under
the Line A Commitment in the amount necessary to comply with Section
2.1(E) and sufficient to repay all Swing Line Outstandings and, for this
purpose, the conditions precedent set forth in Sections 8.1, 8.2 and
8.3 shall not apply. The proceeds of such Line A Advances shall be paid
to the Swing Line Bank for application to the Swing Line Outstandings.
"Swing Line Loans shall be evidenced by one or more loan
accounts maintained by the Swing Line Bank in the ordinary course of
business, and such accounts shall be presumptive evidence of the principal
amount owing under the Swing Line. Any failure to so record or any error
in doing so shall not, however, limit or otherwise affect the obligation
of Borrower to pay any amount owing with respect to Swing Line Loans;
PROVIDED, HOWEVER, that the Swing Line Bank may request the Borrower
to execute and deliver a promissory note to evidence the Swing Loans, and
Borrower agrees to execute and deliver such a promissory note, and such
other Swing Line Documents as
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the Swing Line Bank may from time to time reasonably request."
2.8 The last sentence of Section 2.12(a) is amended and restated
in its entirety as follows:
"No Letter of Credit shall be issued in any event for the
purpose of supporting any payment obligation on or with respect to
interest-bearing Indebtedness (INCLUDING commercial paper) EXCEPT only
payment obligations with respect to the Capital Lease Obligations of Cove
Haven, Inc. and Paradise Stream, Inc. in favor of Northeastern Bank of
Pennsylvania, as trustee, as such Capital Lease Obligations now or
hereafter may exist."
2.9 Section 3.1(f)(iii) of the Agreement is amended by inserting
"PLUS (D) the Swing Line Outstandings" immediately following "Carve Out
Indebtedness."
2.10 The provisions of ARTICLES 5 and 6 of the Agreement are
amended so that they are restrictive of, and relate to, Borrower and its
Restricted Subsidiaries rather than Borrower and all of its Subsidiaries,
PROVIDED that (a) the provisions of Sections 5.10 and 6.5 of the Agreement
shall continue to be restrictive upon, and relate to, Borrower and all of the
Subsidiaries of Borrower, and (b) the provisions of Sections 6.9, 6.15,
and 6.16(K) shall continue to be restrictive upon, and relate to, Borrower and
all of its Subsidiaries OTHER than the Designated Unrestricted Subsidiaries.
In furtherance thereof:
(y) each Section of ARTICLES 5 and 6 of the Agreement (OTHER
THAN Sections 5.10, 6.5, 6.9, 6.15, and 6.16(K) shall
be deemed amended to insert the phrase "Restricted Subsidiary" (or its
correlatives) wherever the term "Subsidiary" (or its correlatives) appears
in such Sections; and
(z) Sections 6.9, 6.15, and 6.16(K) shall be deemed amended
to insert the phrase "Subsidiary other than the Designated Unrestricted
Subsidiaries" (or its correlatives) wherever the term "Subsidiary" (or its
correlatives) appears in such Sections;
in each case, except where the word "Subsidiary" is used as part of the term
"Subsidiary Guaranty."
2.11 Section 6.1(a) of the Agreement is amended by inserting "and
the Swing Line Bank" immediately following "to the Banks."
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2.12 Section 6.6(d) of the Agreement is amended by deleting
"$2,000,000" and inserting "$15,000,000" in lieu thereof.
2.13 Section 6.9(h) of the Agreement is amended by deleting
"$40,000,000" and inserting "$75,000,000" in lieu thereof.
2.14 Section 6.9(i) of the Agreement is amended by deleting
"$40,000,000" and inserting "$75,000,000" in lieu thereof.
2.15 Section 6.9(1) of the Agreement is amended by deleting
"$3,000,000" and inserting "$10,000,000" in lieu thereof.
2.16 Section 6.9 of the Agreement is further amended by deleting
"and" at the end of subsection (k); deleting the semicolon at the end of
subsection (1) and inserting "; and" in lieu thereof; and inserting a new
subsection (m) as follows:
"(m) Negative Pledges, Rights of Others and Liens on or with
respect to Investments in Windsor (and in instruments evidencing such
Investments) by Borrower entered into in connection with obtaining
financing for the Windsor Project or contemplated by the Windsor
Shareholders' Agreement."
2.17 Section 6.10(f) of the Agreement is amended and restated in
its entirety as follows:
"(f) guarantees of the obligations of vendors to Borrower or
any of its Subsidiaries which are not Designated Unrestricted Subsidiaries
in the ordinary course of business, not in excess of $25,000,000
outstanding at any time;"
2.18 Section 6.10(g) of the Agreement is amended by deleting
"$2,000,000" and inserting "$5,000,000" in lieu thereof.
2.19 Section 6.10(i) of the Agreement is amended and restated in
its entirety as follows:
"(i) Contingent Obligations to provide creditor or other
obligee assurance for obligations of Subsidiaries that are not
Wholly-Owned Subsidiaries; PROVIDED that (y) the aggregate monetary
amount of such obligations outstanding at any time does not exceed
$200,000,000 and (z) the aggregate monetary amount of such obligations
outstanding at any time with respect to obligations or
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Indebtedness of Designated Unrestricted Subsidiaries does not exceed
$100,000,000;"
2.20 Section 6.10(l) of the Agreement is amended and restated in
its entirety as follows:
"(l) Indebtedness of Borrower or any of its Subsidiaries to
Borrower or any of its Wholly-Owned Subsidiaries, PROVIDED that this
clause (l) shall not be construed to permit any Investment in any
Designated Unrestricted Subsidiary not permitted by Section 6.16(M);"
2.21 Section 6.10(n) of the Agreement is amended by deleting
"$40,000,000" and inserting "$75,000,000" in lieu thereof.
2.22 Section 6.10 of the Agreement is further amended by (i)
relettering subsection (r) as subsection (t) and amending and restating such
subsection in its entirety as set forth below, and (ii) inserting new
subsections (r) and (s) as follows:
"(r) Indebtedness of Borrower for borrowed money that (i) is
not secured by any Lien or have the benefit of any Negative Pledge on any
Property of Borrower or any of its Restricted Subsidiaries, (ii) is not
subject to financial covenants, restrictive covenants and events of
default which are more onerous (taken in the aggregate) to Borrower than
those contained in this Agreement and (iii) does not exceed $40,000,000
outstanding at any time;
"(s) Contingent Obligations in an aggregate amount not
exceeding $100,000,000 to provide creditors or other obligee assurance for
obligations of Windsor in connection with the Windsor Project; PROVIDED,
(i) the other investors in Windsor are providing substantially similar
assurances with respect to such obligations in an amount proportionate to
their respective direct or indirect investments in Windsor, and (ii) such
other investors are either the same Persons who were investors therein as
of June 30, 1994 or Persons which are permitted to be investors in Windsor
by the Windsor Shareholders' Agreement; and
"(t) Indebtedness of any of the types described above (OTHER
THAN that described in clauses (c), (g), (i) (to the extent of
Indebtedness contemplated by part (z) thereof), (n) and (r) above),
that does not exceed, in addition to any dollar limitations set forth
above, $30,000,000 in the aggregate for all such types of Indebtedness
outstanding at any time."
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2.23 Section 6.11 of the Agreement is amended and by adding the
following sentence at the end of such Section:
"Without limiting the generality of clause (b), transactions
with any Person in whom an Investment permitted by Section 6.16(K) is
made shall be considered in the context of all transactions existing
between such Person and Borrower and its Subsidiaries so that, any such
transaction which would not be considered an arm's-length transaction
(when viewed as an independent transaction) shall not be prohibited by
this Section so long as all such transactions, on an overall basis and
taken as a whole, are at arm's length."
2.24 Section 6.15 of the Agreement is amended and restated in its
entirety as follows:
"6.15 CAPITAL EXPENDITURES. Make any Capital Expenditure
(a) with respect to any Existing Facility (EXCEPT in satisfaction of
the alternative investment tax obligations of Borrower and its
Subsidiaries under the New Jersey Casino Control Act) if to do so would
result in such Capital Expenditures being more than $250,000,000 in any
Fiscal Year PLUS any excess up to $125,000,000 over such Capital
Expenditures in the immediately preceding Fiscal Year; PROVIDED, Capital
Expenditures shall not exceed $375,000,000 in any event in any Fiscal
Year; or (b) with respect to any New Project (other than in connection
with the Windsor Project) if to do so would result, when added to the
aggregate amount of Investments and Acquisitions described in Section
6.16(K) made in that Fiscal Year, in more than $200,000,000 of such
Capital Expenditures, Investments and Acquisitions in any Fiscal Year."
2.25 Section 6.16(d) of the Agreement is amended and restated in
its entirety as follows:
"(d) Investments (y) of Borrower or any of its Subsidiaries
in any of the Wholly-owned Subsidiaries of Borrower or (z) of any
Subsidiary of Borrower in Borrower or any Wholly-owned Subsidiary of
Borrower;"
2.26 Section 6.16(k) of the Agreement is amended and restated in
its entirety as follows:
"(k) Investments and Acquisitions made in any Fiscal Year in
or of a Person owning or operating a New Project for an aggregate amount
or purchase price that, when added to Capital Expenditures made in that
Fiscal Year and described in Section 6.15(B), do not exceed, in any
Fiscal Year, $200,000,000 MINUS the amount of any
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Investments in Designated Unrestricted Subsidiaries made during that
Fiscal Year pursuant to Section 6.16(M);"
2.27 Section 6.16 of the Agreement is further amended by
relettering subsection (l) as subsection (o) and by inserting new subsections
(l), (m) and (n) as follows:
"(l) Investments by Borrower in Windsor contemplated by the
Windsor Shareholders' Agreement not to exceed $100,000,000 in the
aggregate at any time;
"(m) Investments in Designated Unrestricted Subsidiaries which
do not, when aggregated with the amount of any Contingent Obligations
incurred pursuant to Section 6.10(I) with respect to the obligations or
Indebtedness of Designated Unrestricted Subsidiaries, exceed $100,000,000
in the aggregate, at any time;
"(n) other Investments in an amount which do not exceed
$1,000,000 in the aggregate at any one time outstanding, and"
3. EXTENSION OF LINE A MATURITY DATE. The Banks and the Agent agree
to extend, solely in this instance notwithstanding the requirements of Section
2.14 of the agreement that the Borrower cannot request an extension of the
Line A Maturity Date prior to delivering its audited financial statements for
the prior Fiscal Year and without in any way being deemed to have waived such
requirement as to any similar request in the future, the Line A Maturity Date to
October 31, 1997.
4. REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants to the Banks and Agent:
4.1 AUTHORITY. The Borrower has all necessary power and has
taken all corporate action necessary to make this First Amendment, the
Agreement, and all other agreements and instruments executed in connection
herewith and therewith, the valid and enforceable obligations they purport to
be.
4.2 NO LEGAL OBSTACLE TO AGREEMENT. Neither the execution of
this First Amendment, the making by the Borrower of any borrowings under the
Agreement, nor the performance of the Agreement has constituted or resulted in
or will constitute or result in a breach of the provisions of any contract to
which the Borrower is a party, or the violation of any law, judgment, decree or
governmental order, rule or regulation applicable to the Borrower, or result in
the creation under any agreement or instrument of any security interest, lien,
charge, or encumbrance upon any of the assets of the Borrower (except for
security interests, liens, charges and encumbrances created by this First
Amendment or the other Loan Documents). No
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approval or authorization of any governmental authority is required to permit
the execution, delivery or performance by the Borrower of this First Amendment,
the Agreement, or the transactions contemplated hereby or thereby, or the making
of any borrowing by the Borrower under the Agreement.
4.3 INCORPORATION OF CERTAIN REPRESENTATIONS. The
representations and warranties set forth in ARTICLE 4 of the Agreement
(OTHER THAN Sections 4.4(A) (second sentence), 4.6 (first sentence),
4.10, and 4.17) are true and correct in all respects on and as of the date
hereof as though made on and as of the date hereof.
4.4 DEFAULT. No Event of Default under the Agreement has
occurred and is continuing.
4.5 LITIGATION. Other than matters described in SCHEDULE 4.10
to the Agreement or not required as of the Closing Date to be therein described,
there is no pending or threatened action, suit, proceeding or investigation
against or affecting Borrower or any of its Subsidiaries or any Property of any
of them before any Governmental Agency that constitutes a Material Adverse
Effect.
5. CONDITIONS, EFFECTIVENESS. The effectiveness of this First
Amendment shall be subject to the compliance by the Borrower with its agreements
herein contained, and to the delivery of the following to the Agent in form and
substance satisfactory to the Agent and the Majority Banks:
5.1 CORPORATE RESOLUTIONS. A copy of a resolution or resolutions
passed by the Board of Directors of the Borrower, certified by the Secretary or
an Assistant Secretary of the Borrower as being in full force and effect on the
effective date of this First Amendment, authorizing the amendments to the
Agreement herein provided for and the execution, delivery and performance of
this First Amendment and any note or other instrument or agreement required
hereunder.
5.2 AUTHORIZED SIGNATORIES. A certificate, signed by the
Secretary or an Assistant Secretary of the Borrower dated the date of this First
Amendment, as to the incumbency of the person or persons authorized to execute
and deliver this First Amendment and any instrument or agreement required
hereunder on behalf of the Borrower.
5.3 OPINION OF COUNSEL. The written opinion of counsel to the
Borrower, dated as of the date of this First Amendment with respect to such
legal matters as the Majority Banks may request, which opinion may be qualified
only in such manner as shall be acceptable to the Majority Banks. Borrower
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hereby instructs its internal legal counsel to deliver such an opinion to the
Agent.
5.4 OTHER EVIDENCE. Such other evidence with respect to the
Borrower or any other person as the Agent or any Bank may reasonably request to
establish the consummation of the transactions contemplated hereby, the taking
of all corporate action in connection with this First Amendment and the
Agreement and the compliance with the conditions set forth herein.
6. MISCELLANEOUS.
6.1 EFFECTIVENESS OF THE AGREEMENT. Except as hereby expressly
amended, the Agreement and the Loan Documents shall remain in full force and
effect, and are hereby ratified and confirmed in all respects.
6.2 WAIVERS. This First Amendment is specific in time and in
intent and does not constitute, nor should it be construed as, a waiver of any
other right, power or privilege under the Loan Documents, or under any
agreement, contract, indenture, document or instrument mentioned in the Loan
Documents; nor does it preclude any exercise thereof or the exercise of any
other right, power or privilege, nor shall any future waiver of any right,
power, privilege or default hereunder, or under any agreement, contract,
indenture, document or instrument mentioned in the Loan Documents, constitute a
waiver of any other default of the same or of any other term or provision.
6.3 COUNTERPARTS. This First Amendment may be executed in any
number of counterparts and all of such counterparts taken together shall be
deemed to constitute one and the same instrument. This First Amendment shall
not become effective until the Borrower, each Guarantor, the Banks and the Agent
shall have signed a copy hereof, whether the same or counterparts, and the same
shall have been delivered to the Agent.
6.4 JURISDICTION. This First Amendment, and any instrument or
agreement required hereunder, shall be governed
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by and construed under the local laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed and delivered as of the date first written above.
BORROWER:
CAESARS WORLD, INC.
By: Roger Lee, Senior Vice President
By: Richard M. Kelley, Treasurer
THE AGENT:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent
By: Peggy Fujimoto, Vice President
THE BANKS:
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Bank
By: Scott L. Faber, Vice President
SOCIETE GENERALE
By J. Spaley Stewart, Vice President
UNITED STATES NATIONAL BANK OF OREGON
By: Scott J. Bell, Vice President
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NIPPON CREDIT BANK, LTD.
LOS ANGELES AGENCY
By: Bernardo E. Correo-Henschke,
Vice President and Manager
THE YASUDA TRUST AND BANKING COMPANY,
LTD. LOS ANGELES AGENCY
By: Kiyoshi Terao, Joint General
Manager
FIRST INTERSTATE BANK OF NEVADA, N.A.
By: John Bydalek, Assistant Vice
President
CONTINENTAL BANK N.A.
By: Wyatt R. Ritchie, Vice President
THE LONG TERM CREDIT BANK OF JAPAN,
LTD., LOS ANGELES AGENCY
By: Genichi Imai, Joint General Manager
WESTDEUTSCHE LANDESBANK GIROZENTRALE
NEW YORK AND CAYMAN ISLANDS BRANCHES
By: J.G. Hilsgen, Vice President and
James Tally, Associate
MIDLANTIC BANK, N.A. (formerly,
Midlantic National Bank)
By: Denise Killen, Vice President
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CREDIT LYONNAIS LOS ANGELES BRANCH
By: Thierry F. Vincent, Vice President
CREDIT LYONNAIS CAYMAN ISLANDS BRANCH
By: Thierry F. Vincent, Vice President
BANK OF AMERICA NEVADA
By: Israel Carmeli, Vice President
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CONSENT OF GUARANTORS
The undersigned hereby consent to the foregoing First Amendment to
Loan Agreement dated as of August 31, 1994 and confirms that the Parent Guaranty
and the Subsidiary Guaranty remain in full force and effect before and after
giving effect to this First Amendment.
CAESARS WORLD, INC.
By /s/ Roger Lee
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Title Senior Vice President
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By /s/ Richard M. Kelley
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Title Treasurer
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DESERT PALACE, INC.
By /s/ W. Dan Reichartz
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Title President
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By /s/ Marc Rubinstein
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Title Vice President - General
Counsel & Secretary
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BOARDWALK REGENCY CORPORATION
By /s/ Robert E. Reilert
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Title Senior Vice President/General
Counsel/Secretary
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By /s/ Michael Walsh
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Title Vice President - Finance &
Corporate Controller
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