EX - 10(83)
THIRD AMENDMENT TO CREDIT AGREEMENTS
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THIRD AMENDMENT TO CREDIT AGREEMENTS (this "Amendment"), dated as of
November 22, 1997, among HARRAH'S ENTERTAINMENT, INC. ("Parent"), HARRAH'S
OPERATING COMPANY, INC. (the "Company"), MARINA ASSOCIATES ("Marina"), the
various lending institutions party to the Credit Agreements referred to below
(the "Banks"), BANKERS TRUST COMPANY, THE BANK OF NEW YORK, CIBC INC., CREDIT
LYONNAIS, ATLANTA AGENCY, WELLS FARGO BANK, N.A., THE LONG-TERM CREDIT BANK
OF JAPAN, LIMITED, NEW YORK BRANCH, NATIONSBANK, N.A. (SOUTH), SOCIETE
GENERALE and THE SUMITOMO BANK, LIMITED, NEW YORK BRANCH, as Agents (the
"Agents"), and BANKERS TRUST COMPANY, as Administrative Agent (the
"Administrative Agent"). Unless otherwise defined herein, all capitalized
terms used herein shall have the respective meanings provided such terms in
the 5-Year Credit Agreement or the 364-Day Credit Agreement, as the case may
be, referred to below.
W I T N E S S E T H :
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WHEREAS, Parent, the Company, Marina, the Banks, the Agents and the
Administrative Agent are parties to an Amended and Restated Credit Agreement,
dated as of July 22, 1993 and amended and restated as of June 9, 1995 (as
amended, modified or supplemented through the date hereof, the "5-Year Credit
Agreement");
WHEREAS, Parent, the Company, Marina, the Banks, the Agents and the
Administrative Agent are parties to a Credit Agreement, dated as of June 9,
1995 (as amended, modified or supplemented through the date hereof, the
"364-Day Credit Agreement," and together with the 5-Year Credit Agreement,
the "Credit Agreements"); and
WHEREAS, the parties hereto wish to amend the Credit Agreements as
herein provided;
NOW, THEREFORE, it is agreed:
1. Section 9.04(xvi) of the 5-Year Credit Agreement is hereby
amended by inserting the text ", the Jazz Casino Minimum Payment Guaranty"
immediately after the words "the Jazz Casino Loan Guaranty" appearing therein.
2. Section 8.04(xvi) of the 364-Day Credit Agreement is hereby
amended by inserting the text ", the Jazz Casino Minimum Payment Guaranty"
immediately after the words "the Jazz Casino Loan Guaranty" appearing therein.
3. Section 9.05(iii) of the 5-Year Credit Agreement is hereby
deleted in its entirety and the following new Section 9.05(iii) is inserted
in lieu thereof:
"(iii) on and after the Jazz Casino Trigger Date, Parent and/or
the Company may enter into (x) the Jazz Casino Completion Guaranties, the
Jazz Casino Bank Guaranties, the Jazz Casino Loan Guaranty and the Jazz
Casino Indemnity Arrangements and perform their respective obligations
thereunder, and make (or deemed to make) Jazz Casino Completion
Obligation Loans to Jazz Casino as a result of such performance and (y)
the Jazz Casino Minimum Payment Guaranty and perform their respective
obligations thereunder so long as their aggregate exposure thereunder
(including the amount of any unreimbursed guarantee drawings thereunder)
does not exceed $100,000,000 (plus any applicable interest and attorneys'
fees) at any time outstanding; and".
4. Section 8.05(iii) of the 364-Day Credit Agreement is hereby
deleted in its entirety and the following new Section 8.05(iii) is inserted
in lieu thereof:
"(iii) on and after the Jazz Casino Trigger Date, Parent and/or
the Company may enter into (x) the Jazz Casino Completion Guaranties, the
Jazz Casino Bank Guaranties, the Jazz Casino Loan Guaranty and the Jazz
Casino Indemnity Arrangements and perform their respective obligations
thereunder, and make (or deemed to make) Jazz Casino Completion
Obligation Loans to Jazz Casino as a result of such performance and (y)
the Jazz Casino Minimum Payment Guaranty and perform their respective
obligations thereunder so long as their aggregate exposure thereunder
(including the amount of any unreimbursed guarantee drawings thereunder)
does not exceed $100,000,000 (plus any applicable interest and attorneys'
fees) at any time outstanding; and".
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5. Section 11.01 of the 5-Year Credit Agreement is hereby amended
by inserting the following new definition in the appropriate alphabetical
order:
"Jazz Casino Minimum Payment Guaranty" shall mean the guaranty to be
issued by Parent and/or the Company in favor of the Louisiana Gaming
Control Board guaranteeing Jazz Casino's minimum payment obligation to
the Louisiana Gaming Control Board of $100,000,000 per year.
6. Section 10.01 of the 364-Day Credit Agreement is hereby amended
by inserting the following new definition in the appropriate alphabetical
order:
"Jazz Casino Minimum Payment Guaranty" shall mean the guaranty to be
issued by Parent and/or the Company in favor of the Louisiana Gaming
Control Board guaranteeing Jazz Casino's minimum payment obligation to
the Louisiana Gaming Control Board of $100,000,000 per year.
7. In order to induce the Banks to enter into this Amendment,
Parent and each Borrower hereby represent and warrant that:
(x) no Default or Event of Default exists on the Third Amendment
Effective Date (as defined below), both before and after giving effect to
this Amendment; and
(y) all of the representations and warranties contained in each
Credit Agreement shall be true and correct in all material respects on
and as of the Third Amendment Effective Date, both before and after
giving effect to this Amendment, with the same effect as though such
representations and warranties had been made on and as of the Third
Amendment Effective Date (it being understood that any representation or
warranty made as of a specified date shall be required to be true and
correct in all material respects only as of such specific date).
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8. This Amendment is limited as specified and shall not constitute
a modification, acceptance or waiver of any other provision of the Credit
Agreements or any other Credit Document.
9. This Amendment may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with Parent, the Company and the
Administrative Agent.
10. This Amendment and the rights and obligations of the parties
hereunder shall be construed in accordance with and governed by the law of
the State of New York.
11. This Amendment shall become effective on the date (the "Third
Amendment Effective Date") when Parent, the Borrowers and the Required Banks
under, and as defined in, each Credit Agreement shall have signed a
counterpart hereof (whether the same or different counterparts) and shall
have delivered (including by way of telecopier) the same to the
Administrative Agent at the Notice Office.
12. From and after the Third Amendment Effective Date, all
references in the Credit Agreements and the other Credit Documents to each
Credit Agreement shall be deemed to be references to each such Credit
Agreement as amended hereby.
* * *
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the
date first above written.
HARRAH'S ENTERTAINMENT, INC.
By Charles L. Atwood
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Title: Vice President
HARRAH'S OPERATING COMPANY, INC.
By Charles L. Atwood
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Title: Vice President
MARINA ASSOCIATES
By: HARRAH'S ATLANTIC CITY, INC.,
a general partner
By Stephen H. Brammell
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Title: Assistant Secretary
By: HARRAH'S NEW JERSEY, INC.,
a general partner
By Stephen H. Brammell
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Title: Assistant Secretary
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BANKERS TRUST COMPANY,
Individually,
as Administrative Agent
and as an Agent
By /s/ Mary Kay Coyle
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Title: Managing Director
THE BANK OF NEW YORK,
Individually and as an
Agent
By /s/ Ann Marie Hughes
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Title: ANN MARIE HUGHES
Assistant Vice President
CIBC INC., Individually and
as an Agent
By /s/ Cheryl L. Root
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Title: CHERYL ROOT
EXECUTIVE DIRECTOR
CIBC Oppenheimer Corp.,
AS AGENT
CREDIT LYONNAIS, ATLANTA AGENCY,
Individually and as an Agent
By /s/ David M. Caurse
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Title:
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CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By /s/ David M. Caurse
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Title:
THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH,
Individually and as an Agent
By /s/ Philip Marsden
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Title: SVP
NATIONSBANK, N.A. (SOUTH),
Individually and as an Agent,
By /s/ Mark D. Halmrast
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Title: Vice President
SOCIETE GENERALE, Individually and
as an Agent
By /s/ Donald L. Schubert
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Title: Donald L. Schubert
Vice President
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THE SUMITOMO BANK, LIMITED,
ATLANTA AGENCY, Individually
and as an Agent
By /s/ Masayuki Fukushima
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Title: MASAYUKI FUKUSHIMA
JOINT GENERAL MANAGER
WELLS FARGO BANK, N.A.,
Individually and as Agent
By /s/ Sue Fuller
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Title: Vice President
ABN AMRO BANK N.V., SAN FRANCISCO
BRANCH
By: ABN AMRO NORTH AMERICA,
INC., AS ITS AGENT
By /s/ Jeffrey A. French
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Title: Jeffrey A. French
Group Vice President &
Director
By /s/ Michael Tolentino
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Title: Michael Tolentino
Assistant Vice President
& Credit Analyst
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BANK OF AMERICA NATIONAL TRUST
AND SAVING ASSOCIATION
By /s/ Scott Faber
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Title: Vice President
THE BANK OF NOVA SCOTIA
By /s/ F. C. H. Ashby
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Title: F.C.H. Ashby
Senior Manager
Loan Operations
COMMERZBANK AG, LOS ANGELES BRANCH
By /s/ John Korthuis
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Title: John Korthuis, Vice President
By /s/ Karla Wirth
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Title: Karla Wirth, Asst. Treasurer
THE DAI-ICHI KANGYO BANK, LTD.
By
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Title:
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DEPOSIT GUARANTY NATIONAL BANK
By /s/ Larry C. Ratzlaff
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Title: SENIOR VICE PRESIDENT
FIRST AMERICAN NATIONAL BANK
By
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Title:
FIRST NATIONAL BANK OF COMMERCE
By /s/ Louis Ballero
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Title: LOUIS BALLERO
SENIOR VICE PRESIDENT
FIRST TENNESSEE BANK NATIONAL
ASSOCIATION
By /s/ James H. Moore, Jr.
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Title: Vice President
FLEET BANK, N.A.
By /s/ John F. Cullinan
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Title: SVP
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HIBERNIA NATIONAL BANK
By
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Title:
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By /s/ Kazuo Iida
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Title: KAZUO IIDA
General Manager
THE MITSUBISHI TRUST & BANKING
CORP.
By /s/ T. Hayashi
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Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION
(Successor by merger to Midlantic
Bank, N.A.)
By /s/ Lawrence F. Zema, VP
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Title: Lawrence F. Zema
Vice President
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THE SANWA BANK, LIMITED,
ATLANTA AGENCY
By
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Title:
SUNTRUST BANK, NASHVILLE, N.A.
By /s/ Renee D. Drake
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Title: Renee D. Drake
Vice President
THE TOKAI BANK, LIMITED,
NEW YORK BRANCH
By
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Title:
UNITED STATES NATIONAL BANK
OF OREGON
By /s/ Dale Parshall
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Title: Vice President
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WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH
By /s/ Alan S. Bookspan
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Title: Alan S. Bookspan
Vice President
By /s/ James C. Veneau
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Title: Analyst
FIRST SECURITY BANK OF UTAH
By
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Title:
ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG (f/k/a/ GIROCREDIT BANK
AG DER SPARKASSEN)
By /s/ John Redding /s/ John Runnion
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Title: John Redding John Runnion
VP FVP
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