AMENDMENT NO. 3 TO REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 3 to Reducing Revolving Loan Agreement
(this "Amendment") dated as of August 30, 1995 is entered into
with reference to the Reducing Revolving Loan Agreement dated as
of May 25, 1994 among Mirage Resorts, Incorporated, a Nevada
corporation ("Parent"), THE MIRAGE CASINO-HOTEL, a Nevada
corporation ("Company"), Treasure Island Corp., a Nevada
corporation ("TI"), Bellagio, a Nevada corporation formerly known
as "Beau Rivage" and "MR Realty" ("MRR"), MH, INC., a Nevada
corporation ("MHI" and collectively with Parent, Company, TI and
MRR, the "Borrowers"), the Banks party thereto, Bank of America
National Trust and Savings Association, Bankers Trust Company,
The Long-Term Credit Bank of Japan, Ltd., Los Angeles Agency,
Societe Generale, Credit Lyonnais Los Angeles Branch and Credit
Lyonnais Cayman Island Branch, as Co-Agents, and Bank of America
National Trust and Savings Association, as Administrative
Co-Agent, as heretofore amended (the "Loan Agreement").
Capitalized terms used but not defined herein are used with the
meanings set forth for those terms in the Loan Agreement, and as
further amended from time to time.
Borrowers and the Administrative Co-Agent, acting with the
consent of the Banks required under Section 11.2 of the Loan
Agreement, agree as follows:
1. AMENDMENT TO SECTION 2.5(a) RE: $610,000,000 LETTER OF
CREDIT. Section 2.5(a) of the Loan Agreement is amended to read
in full as follows:
"(a) Subject to the terms and conditions hereof, at any
time and from time to time from the Closing Date through the
Maturity Date, the Issuing Bank shall issue such Letters of
Credit under the Commitment as Borrowers may request by a
Request for Letter of Credit; provided that (i) giving
effect to all such Letters of Credit, the sum of (A) the
aggregate principal amount outstanding under the Notes, plus
(B) the Aggregate Effective Amount of all outstanding
Letters of Credit plus (C) the Swing Line Outstandings plus
(D) the Commercial Paper Outstandings do not exceed the then
applicable Commitment and (ii) the Aggregate Effective
Amount under all outstanding Letters of Credit shall not
exceed (i) $610,000,000 for the Letter of Credit referred to
in Section 6.18(m), and (ii) in addition thereto,$50,000,000
for all other Letters of Credit. Each Letter of Credit
shall be in a form reasonably acceptable to the Issuing
Bank. Unless all the Banks otherwise consent in a writing
delivered to the Administrative Co-Agent, the term of any
Letter of Credit shall not exceed one (1) year (or, in the
case of the Letter of Credit described in Section 6.18(m),
three (3) years) or extend beyond the Maturity Date. A
Request for Letter of Credit shall be irrevocable absent the
consent of the Issuing Bank."
2. AMENDMENT TO SECTION 6.18 - INVESTMENT LIMITATION.
Section 6.18 of the Loan Agreement is hereby amended to add a
new clause (m) thereto, to read in full as follows:
EXHIBIT 10.2
"(m) Investments (including to the extent that the same
constitute New Venture Investments) consisting of a Letter
of Credit issued for the account of Borrowers in favor of
the State of Connecticut (or any of its agencies or
instrumentalities) in an amount not to exceed $610,000,000
in support of a bid of an Affiliate of Borrowers to be the
operator of the proposed Bridgeport, Connecticut, casino, or
any drawings by the beneficiary thereunder."
3. CONDITIONS PRECEDENT. The effectiveness of this
Amendment shall be conditioned upon the fulfillment of each of
the following conditions precedent:
The Administrative Co-Agent shall have received all of
the following, each properly executed by a Responsible
Official of each party thereto, each dated as of the date
hereof:
(1) Counterparts of this Amendment executed by all
parties hereto;
(2) Written consents of each of the Subsidiary
Guarantors to the execution, delivery and performance
hereof, substantially in the form of Exhibit A to this
Amendment; and
(3) Written consent of the Requisite Banks as required
under Section 11.2 of the Loan Agreement in the form of
Exhibit B to this Amendment.
4. REPRESENTATION AND WARRANTY. Borrowers represent and
warrant to the Administrative Co-Agent and the Banks that no
Default or Event of Default has occurred and remains continuing.
5. CONFIRMATION. In all other respects, the terms of the
Loan Agreement and the other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, Borrowers, the Administrative Co-Agent
and the Banks have executed this Amendment as of the date first
written above by their duly authorized representatives.
MIRAGE RESORTS, INCORPORATED
By: XXXXXX X. XXX
__________________________________________
Xxxxxx X. Xxx
Chief Financial Officer
THE MIRAGE CASINO-HOTEL
By: XXXXXX X. XXX
__________________________________________
Xxxxxx X. Xxx
Assistant Treasurer
-2-
TREASURE ISLAND CORP.
By: XXXXXX X. XXX
__________________________________________
Xxxxxx X. Xxx
Treasurer
BELLAGIO (formerly, Beau Rivage and
MR Realty)
By: XXXXXX X. XXX
__________________________________________
Xxxxxx X. Xxx
Assistant Treasurer
MH, INC.
By: XXXXXX X. XXX
__________________________________________
Xxxxxx X. Xxx
Treasurer
GNLV, CORP.
By: XXXXXX X. XXX
__________________________________________
Xxxxxx X. Xxx
Treasurer
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Administrative Co-Agent
By: XXXXX X. XXXXXXXX
__________________________________________
Xxxxx X. Xxxxxxxx
Vice President
-3-
