AMENDMENT NO. 4 TO REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 4 to Reducing Revolving Loan Agreement
(this "Amendment") dated as of September 5, 1995 is entered into
with reference to the Reducing Revolving Loan Agreement dated as
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.
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 1.1 - NEW DEFINITION. Section 1.1
of the Loan Agreement is amended to add the following
definition:
"'Nonactive Letter of Credit' means, as of any date of
determination, the Letter of Credit described in Section
6.18(m) if at that date the beneficiary may not draw
thereunder because a condition precedent to such draw which
requires the approval of the Requisite Banks has not then
been satisfied."
2. AMENDMENT TO SECTION 1.1 - REVISED DEFINITION. Section
1.1 of the Loan Agreement is amended to revise the
definition of "Funded Debt" to read as follows:
"'Funded Debt' means, as of any date of determination,
without duplication, the sum of (a) the principal
Indebtedness of Borrowers and the Restricted Subsidiaries
for borrowed money (including debt securities issued by
Borrowers or any of the Restricted Subsidiaries) on that
date, plus (b) the aggregate amount of all Capital Lease
Obligations of Borrowers and the Restricted Subsidiaries on
that date, plus (c) all Letters of Credit (other than the
Nonactive Letter of Credit) outstanding on that date."
3. AMENDMENT TO SECTION 3.4. Section 3.4 of the Loan
Agreement is amended to revise clause (b) of the first
sentence thereof to read as follows:
"(b) the Aggregate Effective Amount of all Standby
Letters of Credit (other than the Nonactive Letter of
Credit) outstanding,"
EXHIBIT 10.3
4. AMENDMENT TO SECTION 3.5. Section 3.5 of the Loan
Agreement is amended to revise clause (b) thereof to read as
follows:
"(b) concurrently with the issuance of each Standby
Letter of Credit, to the Administrative Co Agent, for the
ratable account of the Banks in accordance with their Pro
Rata Share of the Commitment, a standby letter of credit fee
in an amount equal to (i) in the case of a Letter of Credit
other than the Nonactive Letter of Credit, the Applicable
Letter of Credit Fee times the face amount of such Letter of
Credit through the termination or expiration of such Letter
of Credit and (ii) in the case of the Nonactive Letter of
Credit, .1375% (13.75 basis points) times the face amount of
the Nonactive Letter of Credit through the termination or
expiration of the Nonactive Letter of Credit (or Borrower's
best estimate of the date upon which the conditions
precedent therein set forth will be satisfied; provided,
however, that upon satisfaction of all conditions precedent
for which the approval of the Requisite Banks is required, a
further letter of credit fee calculated under clause (i)
shall be due)."
5. 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 all of the Banks as required
under Section 11.2 of the Loan Agreement in the form of
Exhibit B to this Amendment.
6. 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.
7. 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
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THE MIRAGE CASINO-HOTEL
By: XXXXXX X. XXX
__________________________________________
Xxxxxx X. Xxx
Assistant Treasurer
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
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