AMENDMENT NO. 2 TO REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 2 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.
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 RE: DEFINITION. The
definition of "Commercial Paper Outstandings" contained in
Section 1.1 of the Loan Agreement is amended to read in full as
follows:
"'COMMERCIAL PAPER OUTSTANDINGS' means, as of any date
of determination, the aggregate principal amount of
commercial paper of Borrowers or any one or more of them
permitted under Section 6.10(f) that is outstanding on that
date."
2. AMENDMENT TO SECTION 3.12(a) - MANNER AND TREATMENT OF
PAYMENTS. Section 3.12(a) of the Loan Agreement is amended to
read in full as follows:
"(a) Each payment hereunder (except payments pursuant
to Sections 2.11, 3.7, 3.8, 11.3, 11.11 and 11.22) or on the
Notes or under any other Loan Document shall be made to the
Administrative Co-Agent, at the Administrative Co-Agent's
Office, for the account of each of the Banks or the
Administrative Co-Agent, as the case may be, in immediately
available funds not later than 12:30 p.m., San Francisco
time, on the day of payment (which must be a Banking Day).
All payments received after 12:30 p.m., San Francisco time,
on any Banking Day, shall be deemed received on the next
succeeding Banking Day. The amount of all payments received
by the Administrative Co-Agent for the account of each Bank
shall be immediately paid by the Administrative Co-Agent to
the applicable Bank in immediately available funds and, if
such payment was received by the Administrative Co-Agent by
12:30 p.m., San Francisco time, on a Banking Day and not so
made available to the account of a Bank on that Banking Day,
the Administrative Co-Agent shall reimburse that Bank for
EXHIBIT 10.1
the cost to such Bank of funding the amount of such payment
at the Federal Funds Rate. All payments shall be made in
lawful money of the United States of America."
3. AMENDMENT TO SECTION 6.10(f). Section 6.10(f) of the
Loan Agreement is amended to read in full as follows:
"(f) Indebtedness consisting of commercial paper of
Borrowers or any one or more of them on a joint and several
basis in an aggregate principal amount not in excess of
$350,000,000 outstanding at any one time; provided, that (i)
the Senior Debt Rating, as of the date of issuance thereof,
is BBB-/Baa3 or higher and (ii) the sum of (A) the aggregate
principal amount thereof, plus (B) the aggregate principal
amount outstanding under the Notes, plus (C) the Aggregate
Effective Amount of all outstanding Letters of Credit, plus
(D) the Swing Line Outstandings does not at any time exceed
the then applicable Commitment;"
4. 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.
5. 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.
6. 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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