SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of September 15, 1995
earliest event reported)
RIO HOTEL & CASINO, INC.
(Exact name of Registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
0-13760 95-3671082
(Commission File (IRS Employee
Number) Identification No.)
3700 West Flamingo Road, Las Vegas, Nevada 89103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, (702) 252-7733
including area code
Not Applicable
(Former name or former address, if changed since last report)
THIS DOCUMENT CONSISTS OF 22 PAGES. THE EXHIBIT INDEX IS ON PAGE 4.
<PAGE>
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
Rio Properties, Inc. ("Rio Properties"), a wholly-
owned subsidiary of Rio Hotel & Casino, Inc. (the
"Company"), has increased its borrowing capacity by
$50,000,000 to $175,000,000 pursuant to an amendment to
its revolving credit facility ("Amended Rio Bank Loan")
which is available to the Company for normal working
capital purposes. Rio Properties entered into the Amended
Rio Bank Loan with a consortium of banks consisting of
Bank of America National Trust and Savings Association;
First Interstate Bank of Nevada; First Security Bank of
Idaho, N.A.; NBD Bank, N.A.; Societe Generale; Bank of
America Nevada; U.S. Bank of Nevada; Bank of Scotland;
Midlantic Bank, N.A.; and Bank of Hawaii. The increase in
available credit under the Amended Rio Bank Loan became
effective on September 15, 1995, the date the instrument
amending the deed of trust securing the Amended Rio Bank
Loan was recorded. The increase was also contingent upon
the Company issuing or obtaining commitments to purchase
no less than $100,000,000 in aggregate principal amount of
its 105/8% Senior Subordinated Notes Due 2005 (the
"Notes"), which were issued by the Company on July 21,
1995. Since the proceeds realized by the Company from the
sale of the Notes were applied to pay outstanding amounts
under the Amended Rio Bank Loan, as of September 15, 1995
no amounts were outstanding under the Rio Bank Loan.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit
NUMBER DESCRIPTION
4.01 Sixth Amendment to Credit Agreement made and dated as of
July 31, 1995 among Rio Properties, Inc.; Bank of
America National Trust and Savings Association, as Agent
and as a Bank; and First Interstate Bank of Nevada;
First Security Bank of Idaho, N.A.; NBD Bank, N.A.;
Societe Generale; Bank of America Nevada; U.S. Bank of
Nevada; Bank of Scotland; Midlantic Bank, N.A.; and Bank
of Hawaii, as Banks.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
RIO HOTEL & CASINO, INC.
(Registrant)
Date: September 26, 1995 By: /S/ ROGER M. SZEPELAK
Roger M. Szepelak
Treasurer and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit Page
NUMBER DESCRIPTION NUMBER
4.01 Sixth Amendment to Credit Agreement made and 5
dated as of July 31, 1995 among Rio Properties,
Inc.; Bank of America National Trust and
Savings Association, as Agent and as a Bank;
and First Interstate Bank of Nevada; First
Security Bank of Idaho, N.A.; NBD Bank, N.A.;
Societe Generale; Bank of America Nevada; U.S.
Bank of Nevada; Bank of Scotland; Midlantic
Bank, N.A.; and Bank of Hawaii, as Banks.
SIXTH AMENDMENT TO
CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Sixth
Amendment") is made and dated as of July 31, 1995 among Rio
Properties, Inc., a Nevada corporation (the "Company"), the
several financial institutions party hereto ("Banks"), and Bank
of America National Trust and Savings Association, as agent for
the Banks (the "Agent") and amends that Credit Agreement dated as
of July 15, 1993 among the Company, the Banks and the Agent, as
amended by a First Amendment to Credit Agreement dated as of
October 25, 1993, a Second Amendment to Credit Agreement dated as
of November 8, 1993, a Third Amendment to Credit Agreement dated
as of April 15, 1994, a Fourth Amendment to Credit Agreement
dated as of December 16, 1994 and a Fifth Amendment to Credit
Agreement dated as of March 20, 1995 (as so amended, the
"Agreement").
RECITAL
The Company has requested the Agent and the Banks to
increase the Aggregate Revolving Commitment to $175,000,000, to
permit construction of the Phase 5 Expansion, to acquire certain
additional real property, and to amend certain terms of the
Agreement, and the Agent and Banks are willing to so amend the
Agreement 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:
<PAGE>
2.1 The chart in the definition of "Applicable Margin"
in Section 1.01 of the Agreement is amended and restated in its
entirety as follows:
<TABLE>
<CAPTION>
APPLICABLE MARGIN
(In basis points per annum)
Pricing Ratio Base Rate Eurodollar Commitment
- Rate + Fee
<S> <C> <C> <C>
Less than 1.00:1 0 100 31.25
Greater than or equal to 1.00:1 to less than 1.50:1 50 150 37.50
Greater than or equal to 1.50:1 to less than 2.00:1 75 175 43.75
Greater than or equal to 2.00:1 to less than 2.50:1 100 200 50.00
Greater than or equal to 2.50:1 to less than 3.00:1 125 225 50.00
Greater than or equal to 3.00:1 to less than 3.50 150 250 50.00
Greater than or equal to 3.50:1 to less than 4.00 175 275 50.00
Greater than or equal to 4.00 200 300 50.00
</TABLE>
2.2 The following definitions in Section 1.01 of the
Agreement are amended and restated in their entirety as follows:
"'AGGREGATE REVOLVING COMMITMENT' means the
combined Revolving Commitments of the Banks, in the
amount of $175,000,000, as such amount may be reduced
from time to time pursuant to this Agreement."
"'COMMITMENT REDUCTION DATE' means December 31,
1997 and the last day of each calendar quarter
thereafter until the Revolving Termination Date."
"'DEED OF TRUST' means one or more deeds of trust
covering the Real Property, substantially in the form
of Exhibit I, as any such deed of trust may be
modified, supplemented, amended, renewed or extended
from time to time."
"'IMPROVEMENTS' means the Phase 3 Expansion, the
Eastside Expansion, the Phase 4 Expansion, the Phase 5
Expansion and the acquisition of Real Property for a
purchase price not exceeding $30,000,000 (each an
'Improvement')."
2.3 The following new definitions are inserted in
Section 1.01 of the Agreement in proper alphabetical order:
<PAGE>
"'INTEREST COVERAGE RATIO'" means, as of the last
day of each fiscal quarter, the ratio of (a) EBITDA for
the fiscal period consisting of that fiscal quarter and
the three immediately prior fiscal quarters less the
sum of (i) capital expenditures made by the Company and
its Subsidiaries during such fiscal period for purposes
other than for costs of the Improvements and (ii) cash
payments of federal, state (if any) or local income
taxes (and including all payments of alternative
minimum tax) made by the Company and its Subsidiaries
during such fiscal period TO (b) cash Interest Expense,
including capitalized Interest Expense during such
period."
"'PARENT SENIOR SUBORDINATED NOTES' means 10-5/8%
Senior Subordinated Notes Due 2005 issued by the Parent
Guarantor."
"'PHASE 5 EXPANSION' means the expansion on the
Real Property of the hotel casino property known as Rio
Suite Hotel & Casino, including the addition of an
approximately 1000 suite tower and related public space
and amenities."
"'SENIOR INDEBTEDNESS' means Indebtedness that is
not subordinated to the Obligations on terms and
conditions satisfactory to the Agent and the Majority
Banks."
2.4 The definition of "Fixed Charge Coverage Ratio" in
Section 1.01 of the Agreement is deleted.
2.5 The definition of "Interest Expense" in Section
1.01 of the Agreement is amended by inserting "and for the Parent
with respect to the Parent Senior Subordinated Notes" after "for
the Company and its Subsidiaries."
2.6 Section 2.07(a) of the Agreement is amended and
restated in its entirety as follows:
"(a) AUTOMATIC COMMITMENT REDUCTIONS. On the
first Commitment Reduction Date on December 31, 1997
the Aggregate Revolving Commitment shall reduce to
$165,000,000. Thereafter, the Aggregate Revolving
Commitment shall be automatically reduced on each
Commitment Reduction Date, which will reduce the
Aggregate Revolving Commitment as follows:
<PAGE>
Maximum
Remaining
Commitment Amount of Aggregate
Reduction Each Revolving
Dates Reduction Commitment
12/31/97 $10,000,000 $165,000,000
3/31/98 7,500,000 157,500,000
6/30/98 7,500,000 150,000,000
9/30/98 7,500,000 142,500,000
12/31/98 7,500,000 135,000,000
3/31/99 7,500,000 127,500,000
6/30/99 7,500,000 120,000,000
9/30/99 7,500,000 112,500,000
12/31/99 7,500,000 105,000,000
3/31/00 10,000,000 97,500,000
6/30/00 10,000,000 90,000,000
9/30/00 10,000,000 82,500,000
12/31/00 10,000,000 65,000,000
3/31/01 32,500,000 32,500,000
6/30/01 32,500,000 0
"The Aggregate Revolving Commitment shall be reduced to
zero on the Revolving Termination Date. Such automatic
reductions shall occur without regard to any other
reductions of the Aggregate Revolving Commitment
occurring pursuant to Sections 2.05 or 2.06 or pursuant
to any other provision of this Agreement."
2.7 Section 2.10(c) of the Agreement is amended by
deleting "equal to 1/2 percent per annum" and inserting "equal to
the Applicable Margin based on the applicable Pricing Ratio in
effect on the last day of such calendar quarter" in lieu thereof.
2.8 Section 6.02(b) of the Agreement is amended by
deleting "7.16 and 7.17" and inserting "8.01(x), 8.01(y) and
8.01(z)" in lieu thereof.
2.9 Section 7.04 of the Agreement is amended by
inserting "or" at the end of subsection (a), deleting "; or" and
the end of subsection (b) and inserting a period in lieu thereof,
and deleting subsection (c) in its entirety.
2.10 Section 7.08(e) of the Agreement is amended and
restated in its entirety as follows:
"(e) Guaranty Obligations of the Parent Senior
Subordinated Notes not exceeding a potential liability
of $100,000,000 in aggregate principal amount, together
<PAGE>
with interest thereon; PROVIDED, that such Guaranty
Obligations shall be subordinated to the Obligations on
terms and conditions satisfactory to the Agent and the
Majority Banks."
2.11 The subsections following Section 7.12 of the
Agreement are amended and restated in their entirety as follows:
"(a) Dividends, payments or other distributions
paid to the Company by its wholly-owned Subsidiaries;
"(b) Repurchases of shares of the Guarantor not
exceeding $5,000,000 in the aggregate; and
"(c) Dividends to the Parent Guarantor in an
amount not exceeding an amount equal to the cash
interest payments due on the Parent Senior Subordinated
Notes within ten Business Days preceding the date each
such payment is due solely for the Parent Guarantor to
make such cash interest payments."
2.12 Section 7.13 of the Agreement is amended and
restated in its entirety as follows:
"7.13 CAPITAL EXPENDITURES. The Company and its
consolidated Subsidiaries shall not make or commit to
make Capital Expenditures (excluding the Construction
Costs of $20,000,000 for the Phase 4 Expansion in 1994,
1995 and 1996, $200,000,000 for the Phase 5 Expansion
and $30,000,000 for acquisition of Real Property)
exceeding an amount equal to $7,500,000 plus the
available but unused Capital Expenditures from the
prior fiscal year, but not to exceed $12,500,000 in any
fiscal year in any event.
2.13 Section 7.15 of the Agreement is amended and
restated in its entirety as follows:
"7.15 TANGIBLE NET WORTH. The Company shall not
permit the Tangible Net Worth of the Company and its
consolidated Subsidiaries as of the last day of each
fiscal quarter to be less than the sum of: (a)
$125,000,000; PLUS (b) an amount equal to 75% of the
Net Income earned in each fiscal quarter subsequent to
December 31, 1994 (with no deduction for a net loss in
any such fiscal quarter; PLUS (c) an amount equal to
100% of the Net Issuance Proceeds of any equity
offerings by the Company or the Parent Guarantor."
2.14 Sections 7.16 and 7.17 of the Agreement are
deleted in their entirety.
<PAGE>
2.15 Section 8.01(s) of the Agreement is amended and
restated in its entirety as follows:
"(s) GUARANTY OBLIGATIONS. If any claim, demand
or request for payment shall be made on the Company or
any Subsidiary under or in respect of any Guaranty
Obligations permitted by Section 7.08(e);"
2.16 Section 8.01 of the Agreement is amended by
inserting the following new subsections:
"(x) INTEREST COVERAGE RATIO. The Interest
Coverage Ratio for any four-quarter period ending on
the last day of any fiscal quarter of the Company set
forth below is less than the ratio set forth below for
such date:
"FISCAL QUARTER ENDING RATIO
Through 12/31/96 2.00:1.00
3/31/97 - 9/30/97 1.50:1.00
12/31/97 - 3/31/98 2.25:1.00
6/30/98 - 9/30/98 2.50:1.00
12/31/98 and thereafter 3.00:1.00"
"(y) TOTAL LEVERAGE RATIO. The ratio of (i)
average outstanding total Indebtedness of the Company
and its consolidated Subsidiaries plus the Parent
Senior Subordinated Notes on the last day of any fiscal
quarter of the Company (determined by averaging the
total Indebtedness of the Company and its consolidated
Subsidiaries plus the Parent Senior Subordinated Notes
for the three-month period ending on the date of
determination using the total Indebtedness reported for
each month pursuant to Section 6.01(c) TO (ii) EBITDA
for the four fiscal quarter period ending on the date
of determination is greater than the ratio set forth
below for such fiscal quarter:
"FISCAL QUARTER ENDING RATIO
Through 12/31/95 3.00:1.00
3/31/96 and 6/30/96 3.50:1.00
9/30/96 - 3/31/97 4.25:1.00
6/30/97 and 9/30/97 4.00:1.00
12/31/97 3.25:1.00"
3/31/98 and thereafter 3.00:1.00"
"(z) SENIOR LEVERAGE RATIO. The ratio of (a)
average outstanding Senior Indebtedness of the Company
and its consolidated Subsidiaries on the last day of
any fiscal quarter of the Company (determined by
averaging all Senior Indebtedness of the Company and
<PAGE>
its consolidated Subsidiaries for the three-month
period ending on the date of determination using the
Senior Indebtedness reported for each month pursuant to
Section 6.01(c) TO (b) EBITDA for the four fiscal
quarter period ending on the date of determination is
greater than the ratio set forth below for such fiscal
quarter:
"FISCAL QUARTER ENDING RATIO
Through 12/31/95 1.75:1.00
3/31/96 and 6/30/96 2.25:1.00
9/30/96 - 3/31/97 3.00:1.00
6/30/97 and 9/30/97 2.75:1.00
12/31/97 and thereafter 1.75:1.00"
2.17 Schedule 2.01 to the Agreement is amended and
restated in its entirety in the form of Schedule 2.01 hereto.
3. REPRESENTATIONS AND WARRANTIES. The Company
represents and warrants to the Banks and Agent:
3.1 AUTHORITY. The Company has all necessary power
and has taken all corporate action necessary to make this Sixth
Amendment, the Agreement, and all other agreements and
instruments executed in connection herewith and therewith, the
valid and enforceable obligations they purport to be.
3.2 NO LEGAL OBSTACLE TO AGREEMENT. Neither the
execution of this Sixth Amendment, the making by the Company 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
Company is a party, or the violation of any law, judgment, decree
or governmental order, rule or regulation applicable to the
Company, 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 Company. No approval or
authorization of any governmental authority is required to permit
the execution, delivery or performance by the Company of this
Sixth Amendment, the Agreement, or the transactions contemplated
hereby or thereby, or the making of any borrowing by the Company
under the Agreement.
3.3 INCORPORATION OF CERTAIN REPRESENTATIONS. The
representations and warranties set forth in Article V of the
Agreement are true and correct in all respects on and as of the
date hereof as though made on and as of the date hereof.
3.4 DEFAULT. No Event of Default under the Agreement
has occurred and is continuing.
<PAGE>
4. CONDITIONS, EFFECTIVENESS. The effectiveness of
this Sixth Amendment shall be subject to the compliance by the
Company with its agreements herein contained, and to the delivery
of the following to the Agent in form and substance satisfactory
to the Agent and, except for Sections 4.8, 4.9 and 4.10, the
Majority Banks:
4.1 CORPORATE RESOLUTIONS. A copy of a resolution
or resolutions passed by the Board of Directors of the Company,
certified by the Secretary or an Assistant Secretary of the
Company as being in full force and effect on the date hereof,
authorizing the amendments to the Agreement herein provided for
and the execution, delivery and performance of this Sixth
Amendment and any note or other instrument or agreement required
hereunder.
4.2 AUTHORIZED SIGNATORIES. A certificate, signed by
the Secretary or an Assistant Secretary of the Company dated the
date hereof, as to the incumbency of the person or persons
authorized to execute and deliver this Sixth Amendment and any
instrument or agreement required hereunder on behalf of the
Company.
4.3 ISSUANCE OF PARENT SENIOR SUBORDINATED NOTES.
Parent Guarantor shall have issued, or shall have legally-binding
commitments from purchasers to purchase, the Parent Senior
Subordinated Notes in an aggregate principal amount of not less
than $100,000,000.
4.4 REVOLVING NOTES. The Company shall have executed
and delivered an amended and restated Revolving Note in favor of
each Bank in substantially the form of Exhibit A to this Sixth
Amendment reflecting Schedule 2.01 hereto.
4.5 COLLATERAL DOCUMENTS. The Company shall have (and
shall cause any of its Subsidiaries to have) done, executed,
acknowledged, delivered, recorded, re-recorded, filed, re-filed,
registered and re-registered, any and all such further acts,
deeds, conveyances, security agreements, Mortgages, assignments,
estoppel certificates, financing statements and continuations
thereof, notices of assignment, transfers, certificates,
assurances and other instruments as the Agent shall have
requested in order (i) to carry out more effectively the purposes
of this Sixth Amendment and (ii) to perfect and maintain the
validity, effectiveness and priority of any of the Collateral
Documents and the Liens intended to be created thereby.
4.6 RECORDATION OF AMENDMENT TO DEED OF TRUST. An
amendment to the Deed of Trust reflecting changes to said Deed of
Trust as required by this Sixth Amendment, shall have been duly
recorded in a first-priority lien position with the County
Recorder's Office of Clark County, Nevada.
<PAGE>
4.7 TITLE INSURANCE. A title insurance company
acceptable to the Banks shall have issued or committed to issue
endorsements to the ALTA Lender's coverage policy of title
insurance issued in connection with the Deed of Trust as
requested by the Agent to reflect this Sixth Amendment and the
amendment to the Deed of Trust or any additional Deeds of Trust.
In addition, one or more other title insurance companies
acceptable to the Agent and the Banks shall have issued such
reinsurance as the Agent and the Banks may require. No title
matter may be insured over by any title company without the
express written consent of the Agent.
4.8 AMENDMENT FEE. An amendment fee for the benefit
of each Bank in an amount equal to 30 basis points on each Bank's
Revolving Commitment as in effect immediately prior to the
effectiveness of this Sixth Amendment.
4.9 UPFRONT FEE. A upfront fee for the benefit of
each Bank increasing its Revolving Commitment as contemplated by
this Sixth Amendment in an amount equal to 75 basis points on
such increased portion.
4.10 ADVISORY FEE. An advisory fee for the sole
benefit of BofA in the amount set forth in a letter dated June
16, 1995 from BofA to the Company.
4.11 OTHER EVIDENCE. Such other evidence with respect
to the Company 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 Sixth Amendment and the Agreement
and the compliance with the conditions set forth herein.
5. MISCELLANEOUS.
5.1 EFFECTIVENESS OF THE AGREEMENT. Except as hereby
expressly amended, the Agreement shall remain in full force and
effect, and is hereby ratified and confirmed in all respects.
5.2 WAIVERS. This Sixth 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.
<PAGE>
5.3 COUNTERPARTS. This Sixth 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 Sixth Amendment shall not become
effective until the Parent Guarantor, the Company, all of 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.
5.4 PREPAYMENT AND BORROWING OF LOANS. If any Bank's
Commitment Percentage is increased as a result of this Sixth
Amendment (an "Increasing Bank"), the Company shall be deemed to
have requested a Borrowing of Loans from each Increasing Bank in
an amount such that, after giving effect to the prepayments
described in the next sentence, the Interest Periods and
principal amounts of all Banks' outstanding Loans shall be
ratable in accordance their respective revised Commitment
Percentages set forth on revised Schedule 2.01 hereto. The
proceeds of such Loans shall be used to partially and ratably
prepay the outstanding Loans of Banks whose Commitment Percentage
are decreased as a result of this Sixth Amendment (a "Decreasing
Bank"), and the Company shall be deemed to have requested a
prepayment of a portion of each Decreasing Bank's Loans in an
amount such that, after giving effect to the Borrowing described
above, the Interest Periods and principal amounts of all Banks'
outstanding Loans shall be ratable in accordance with their
respective revised Commitment Percentages. Notwithstanding
anything in the Agreement to the contrary, the Company shall pay
accrued interest on the portion of each Loan so prepaid on the
next regularly scheduled interest payment date relating to the
remaining portion of such Loan, and shall pay any costs set forth
in Section 3.04 with respect to such prepayments.
5.5 JURISDICTION. This Sixth Amendment, and any
instrument or agreement required hereunder, shall be governed by
<PAGE>
and construed under the laws of the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have caused this
Sixth Amendment to be duly executed and delivered as of the date
first written above.
RIO PROPERTIES, INC.
By: /s/James A. Barrett, Jr.
Title: President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Agent
By: /s/L. Chenevert, Jr.
L. Chenevert, Jr.
Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as a Bank
By: /s/Jon Varnell
Jon Varnell
Managing Director
FIRST INTERSTATE BANK OF NEVADA
By: /s/
Title: Vice President
FIRST SECURITY BANK OF IDAHO, N.A.
By: /s/
Title: Vice President
(Signatures continue)
<PAGE>
NBD BANK, N.A.
By: /s/
Title: Vice President
SOCIETE GENERALE
By: /s/
Title: Vice President
BANK OF AMERICA NEVADA
By: /s/
Title: Vice President
U.S. BANK OF NEVADA
By: /s/
Title: Assistant Vice President
BANK OF SCOTLAND
By: /s/
Title: Vice President
MIDLANTIC BANK, N.A.
By: /s/
Title: Banking Officer
BANK OF HAWAII
By: /s/
Title: Vice President
<PAGE>
SCHEDULE 2.01
TO CREDIT AGREEMENT
SCHEDULE OF BANK COMMITMENTS
REVOLVING COMMITMENTS
REVOLVING COMMITMENT
COMMITMENT PERCENTAGE
Bank of America National Trust
and Savings Association $36,500,000.00 20.85714286
Societe Generale 24,500,000.00 14.00000000
First Interstate Bank of Nevada 24,500,000.00 14.00000000
First Security Bank of
Idaho, N.A. 20,000,000.00 11.42857143
NBD Bank, N.A. 14,000,000.00 8.00000000
Bank of America Nevada 12,500,000.00 7.14285714
U.S. Bank of Nevada 12,000,000.00 6.85714286
Bank of Scotland 10,500,000.00 6.00000000
Midlantic Bank, N.A. 10,500,000.00 6.00000000
Bank of Hawaii 10,000,000.00 5.71428571
=============== ==========
TOTAL $175,000,000.00 100%
<PAGE>
CONSENT OF GUARANTOR
The undersigned hereby consents to the foregoing Sixth
Amendment to Credit Agreement dated as of July 31, 1995 and
confirms that its Parent Guaranty dated as of July 15, 1993
remains in full force and effect before and after giving effect
to this Sixth Amendment.
RIO HOTEL & CASINO, INC.
By: /S/ JAMES A. BARRETT, JR.
Title: PRESIDENT
<PAGE>
EXHIBIT A
TO SIXTH AMENDMENT
FORM OF AMENDED AND RESTATED REVOLVING NOTE
RIO PROPERTIES, INC.
$__________ Las Vegas, Nevada
July 15, 1993
FOR VALUE RECEIVED, RIO PROPERTIES, INC., a Nevada
corporation (the "Company"), promises to pay to the order of
________________________ (the "Bank"), the principal amount of $
_______________ or, if different, the aggregate principal amount
of Loans made by the Bank to the Company under the Credit
Agreement referred to below outstanding on the Revolving
Termination Date.
The Company also promises to pay interest on the unpaid
principal amount hereof from the date hereof until paid at the
rates and at the times which shall be determined in accordance
with the provisions of the Credit Agreement dated as of July 15,
1993, among the Company, the Banks named therein and Bank of
America National Trust and Savings Association, as Agent (as
amended from time to time, the "Credit Agreement").
This amended and restated Revolving Note (the "Note")
is one of the Company's Revolving Notes issued pursuant to and
entitled to the benefits of the Credit Agreement to which
reference is hereby made for a more complete statement of the
terms and conditions under which the Loans evidenced hereby are
made and are to be repaid. This Note amends and restates the
prior note delivered by the Company in favor of the Bank.
Capitalized terms used herein without definition shall have the
meanings set forth in the Credit Agreement.
All payments of principal and interest in respect of
this Note shall be made in lawful money of the United States of
America in same day funds at the office of Bank of America for
credit to: BANCONTROL Account No. 12337-14196, Reference: Rio
Properties, Inc., at 1850 Gateway Boulevard, Concord, California
94520 or at such other place as shall be designated in writing
for such purpose in accordance with the terms of the Credit
Agreement. Each of the Bank and any subsequent holder of this
Note agrees that before disposing of this Note or any part hereof
it will make a notation hereon of all principal payments
previously made hereunder and of the date to which interest
hereon has been paid; PROVIDED that the failure to make a
notation of any payment made on this Note shall not limit or
<PAGE>
otherwise affect the obligation of the Company hereunder with
respect to payments of principal or interest on this Note.
This Note is subject to prepayment as provided in the
Credit Agreement. Upon the occurrence of an Event of Default,
the unpaid balance of the principal amount of this Note may
become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit
Agreement.
The Company promises to pay all actual and reasonable
costs and expenses, including reasonable attorneys' fees and the
reasonably allocated cost of inhouse counsel and staff, incurred
in the collection and enforcement of this Note. The Company and
endorsers of this Note hereby consent to renewals and extensions
of time at or after the maturity hereof, without notice, and
hereby waive diligence, presentment, protest, demand and notice
of every kind and, to the full extent permitted by law, the right
to plead any statute of limitations as a defense to any demand
hereunder.
THIS CREDIT AGREEMENT AND THIS NOTE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF NEVADA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
IN WITNESS WHEREOF, the Company has caused this Note to
be executed and delivered by its duly authorized officer, as of
the day and year and the place first above written.
RIO PROPERTIES, INC.
By: /S/ JAMES A. BARRETT, JR.
Title: PRESIDENT
<PAGE>
TRANSACTIONS ON REVOLVING NOTE
Amount of
Principal Outstanding
Type of Amount of End of or Interest Principal
Loan Made Loan Made Interest Paid Balance Notations
Date This Date This Date Period This Date This Date Made By
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