CIRCUS CIRCUS ENTERPRISES, INC., Issuer
AND
FIRST INTERSTATE BANK OF NEVADA, N.A., Trustee
$200,000,000
SUPPLEMENTAL INDENTURE
DATED AS OF
FEBRUARY 1, 1996
6.45% SENIOR NOTES DUE FEBRUARY 1, 2006
Supplemental Indenture, dated as of February 1, 1996,
between Circus Circus Enterprises, Inc., a Nevada corporation
(hereinafter sometimes referred to as the "Company"), and First
Interstate Bank of Nevada, N.A., a corporation organized and existing
as a national banking association under the laws of the United States, as
trustee (hereinafter sometimes referred to as the "Trustee").
WITNESSETH THAT:
WHEREAS, the Company and the Trustee have entered
into an Indenture (the "Indenture") dated as of the date hereof,
providing for the issuance of debt securities in series; and
WHEREAS, for its lawful corporate purposes, the
Company desires to create and authorize the series of 6.45% Senior
Notes due February 1, 2006 (hereinafter referred to as the "Notes") in
an aggregate principal amount of $200,000,000, and, to provide the
terms and conditions upon which the Notes are to be executed,
registered, authenticated, issued and delivered, the Company has duly
authorized the execution and delivery of this Supplemental Indenture;
and
WHEREAS, the Notes and the certificates of
authentication to be borne by the Notes are to be substantially in the
following forms, respectively:
REGISTERED
PRINCIPAL AMOUNT
NO.
$
CUSIP NO.
CIRCUS CIRCUS ENTERPRISES, INC.
6.45% SENIOR NOTE
DUE FEBRUARY 1, 2006
UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY ("DTC"), 00 XXXXX XXXXXX, XXX XXXX, XXX
XXXX TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND SUCH NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN
WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE
THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR BY
DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A
NOMINEE OF SUCH SUCCESSOR.
CIRCUS CIRCUS ENTERPRISES, INC., a Nevada
corporation (the "Company," which term shall include any successor
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to ________________, or registered assigns, the
principal sum of ______________________ on February 1, 2006, and
to pay interest thereon at the rate of 6.45% per annum, until the entire
principal amount hereof is paid or duly provided for. This Note is one
of a duly authorized series issued by the Company designated as the
"6.45% Senior Notes due February 1, 2006" (herein called the
"Notes").
1. Interest.
The Company will pay interest semiannually on August 1 and
February 1 of each year ("Interest Payment Date"). Interest on the
Notes will accrue from the most recent date to which interest has been
paid, unless the date hereof is a date to which interest has been paid, in
which case from the date of the Note, or, if no interest has been paid,
from February 1, 1996. Notwithstanding the foregoing, when there is
no existing default in the payment of interest on the Notes, if the date
hereof is after a Record Date, as that term is defined below, and before
the next succeeding Interest Payment Date, this Note shall bear interest
from such Interest Payment Date; provided, however, that if the
Company shall default in the payment of interest due on such Interest
Payment Date, then this Note shall bear interest from the next
preceding Interest Payment Date to which interest has been paid, or, if
no interest has been paid on the Notes, from February 1, 1996.
Interest will be computed on the basis of a 360-day year of twelve
30-day months.
2. Method of Payment.
The Company will pay interest on the Notes (except defaulted
interest) to the persons who are registered Holders of Notes at the close
of business on the July 15 or January 15 preceding the August 1 or
February 1, as the case may be, on which the Interest Payment Date
occurs ("Record Date"). Holders must surrender Notes to a Paying
Agent to collect principal payments. The Company will pay principal
and interest in money of the United States that at the time of payment
is legal tender for payment of public and private debts. However, the
Company may pay principal and any interest by its check payable in
such money. It may mail an interest check to a holder's registered
address.
3. Paying Agent and Registrar.
Initially, the Trustee will act as Paying Agent and Registrar.
The Company may change any Paying Agent, Registrar or co-registrar
without notice. The Company or any of its subsidiaries may act as
Paying Agent, Registrar or co-registrar.
4. Indenture.
The Company issued the Notes under an Indenture dated as of
February 1, 1996 and a Supplemental Indenture dated as of February 1,
1996, each between the Company and the Trustee (collectively, the
"Indenture"). The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S. Code 77aaa-77bbbb) as in
effect on the date of the Indenture. The Notes are subject to all such
terms and Holders are referred to the Indenture and such Act for a
statement of them. Terms used herein which are defined in the
Indenture shall have the respective meanings assigned to them in the
Indenture.
5. Redemption.
The Notes may not be redeemed by the Company prior to their
maturity. Notwithstanding the foregoing, each Holder and beneficial
owner of a Note by accepting or otherwise acquiring an interest in the
Note shall be deemed to have agreed that if the Gaming Authority of
any jurisdiction in which the Company or any of its subsidiaries
conducts or proposes to conduct gaming requires that a person who is a
Holder or beneficial owner must be licensed, qualified or found suitable
under applicable Gaming Laws, such Holder or beneficial owner shall
apply for a license, qualification or a finding of suitability within the
required time period. If such person fails to apply or become licensed
or qualified or is found unsuitable, the Company shall have the right, at
its option, (i) to require such person to dispose of its Notes or
beneficial interest therein within 30 days of receipt of notice of the
Company's election or such earlier date as may be requested or
prescribed by such Gaming Authority or (ii) to redeem such Notes at a
redemption price equal to the lesser of (A) such person's cost and (B)
100% of the principal amount thereof, plus accrued and unpaid interest
to the earlier of the redemption date and the date of the finding of
unsuitability, which may be less than 30 days following the notice of
redemption if so requested or prescribed by the Gaming Authority.
The Company shall notify the trustee under the Indenture in writing of
any such redemption as soon as practicable. The Company shall not be
responsible for any costs or expenses any such Holder or beneficial
owner may incur in connection with its application for a license,
qualification or a finding of suitability.
6. Denominations, Transfer, Exchange.
The Notes are in registered form without coupons in minimum
denominations of $100,000 and in integral multiples of $1,000 in
denominations above $100,000. A Holder may transfer or exchange
Notes in accordance with the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or
permitted by the Indenture.
7. Persons Deemed Owners.
The Holder of a Note may be treated as the owner of it for all
purposes.
8. Unclaimed Money.
If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent will pay the
money back to the Company at its request. After that, Holders entitled
to the money must look to the Company for payment unless an
abandoned property law designates another person, and all liability of
the Trustee and such Paying Agent with respect to such money shall
cease.
9. Discharge Prior to Maturity.
Subject to certain conditions, if the Company deposits with the
Trustee money or U.S. Government Obligations sufficient to pay
principal of and accrued interest on the Notes to maturity, the Company
will be discharged (to the extent provided in the Indenture) from the
Indenture and the Notes.
10. Amendment, Supplement, Waiver.
Subject to certain exceptions requiring the consent of the
Holders of each of the affected Notes, the Indenture or the Notes may
be amended or supplemented with the consent of the Holders of at least
a majority in principal amount of the Notes then outstanding affected by
such amendment, supplement or waiver, and any past default or
compliance with any provision as to the Notes may be waived with the
consent of the Holders of a majority in principal amount of the Notes
then outstanding. Without the consent of any Holder, the Company
and the Trustee may amend or supplement the Indenture or the Notes
to, among other things, cure any ambiguity, defect or inconsistency or
to provide that the obligations of the Company hereunder may be
represented solely in the records of the Company in addition to or in
place of the issue of Notes or to make any change that does not
materially adversely affect the rights of any Holder.
11. Restrictive Covenants.
The Notes are general unsecured obligations of the Company
limited to the aggregate principal amount of $200,000,000. The
Indenture does not limit the Company from incurring unsecured
Indebtedness other than the aggregate principal amount of indebtedness
to be issued pursuant to the Supplemental Indenture. It does limit the
ability of the Company and its subsidiaries to grant certain security
interests in their property without equally and ratably securing the
Notes and to engage in certain sale and leaseback transactions, subject
to certain important exceptions described therein. Once a year the
Company must report to the Trustee with respect to its compliance with
such limitations.
12. Successor Corporation.
When a successor corporation assumes all the obligations of its
predecessor under the Notes and the Indenture, the predecessor
corporation will be released from those obligations.
13. Defaults and Remedies.
An Event of Default is: default for 30 days in payment of
interest on any of the Notes; default in payment of principal of any of
the Notes due and payable at maturity or otherwise; failure by the
Company for 30 days after notice to it to comply with any of its other
agreements in the Indenture or in the Notes; or the happening of an
event of default under other Indebtedness of the Company entitling the
holders thereof to declare at least $10,000,000 aggregate principal
amount thereof due and payable, unless cured or waived in accordance
with the provisions of the applicable instrument, or discharged within
30 days after notice to the Company by the Trustee or to the Company
and the Trustee by Holders of not less than 25% in aggregate principal
amount of the Notes then outstanding or unless the Company by
appropriate proceedings is in good faith contesting such happening; and
certain events of bankruptcy or insolvency. If an Event of Default
occurs and is continuing, the Trustee or the Holders of not less than
25% in principal amount of the Notes then outstanding may declare all
the Notes to be due and payable immediately in accordance with
Section 6.02 of the Indenture. Holders may not enforce the Indenture
or the Notes except as provided in the Indenture. The Trustee may
require security and indemnity satisfactory to it before it enforces the
Indenture or the Notes. Subject to certain limitations, Holders of a
majority in principal amount of the Notes then outstanding may direct
the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders notice of any continuing default (except a
default in payment of principal or interest) if it determines that
withholding notice is in their interests.
14. Trustee Dealings with Company.
First Interstate Bank of Nevada, N.A., the Trustee under the
Indenture, in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company or its
subsidiaries or Affiliates, and may otherwise deal with the Company or
its subsidiaries or Affiliates, as if it were not Trustee.
15. No Recourse Against Others.
A past, present or future director, officer, employee,
stockholder or incorporator, as such, of the Company or any successor
corporation shall not have any liability for any obligations of the
Company under the Notes or the Indenture or for any claim based on,
in respect of, or by reason of such obligations or their creation. Each
Holder by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for the issue of the
Notes.
16. Authentication.
This Note shall not be valid until the Trustee signs the
certificate of authentication at the end of this Note.
17. Copies of the Indenture.
The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to:
Circus Circus Enterprises, Inc.
0000 Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
Attention: General Counsel
18. Abbreviations and Defined Terms.
Customary abbreviations may be used in the name of a Holder
of a Note or an assignee, such as: TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties, ) JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
19. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee
on Uniform Security Identification Procedures, the Company will cause
CUSIP numbers to be printed on the Notes as a convenience to the
Holders of the Notes. No representation is made as to the accuracy of
such numbers as printed on the Notes and reliance may be placed only
on the other identification numbers printed hereon.
[Signature Page To Follow]
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal this ___ day of
_____________, 1996.
By:
Name:
Title:
By:
Name:
Title:
(SEAL)
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Notes of the series designated "6.45%
Senior Notes due February 1, 2006," pursuant to the Indenture.
First Interstate Bank of Nevada, N. A., as Trustee
By:
Authorized Signatory
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers to
PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. .
. . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .
(Please Print or Typewrite Name and Address
including Zip Code of Assignee)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
the within Note of __________________________________ and
______________ hereby does irrevocably constitute and appoint
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Attorney to transfer said Note on the books of the within-named Company
with full power of substitution in the premises.
Dated: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . .
NOTICE: The signature to this assignment must correspond with the
name as
it appears on the first page of the within Note in every particular,
without
alteration or enlargement or any change whatever.
Signature Guaranteed:
Authorized Signature
Signature guarantee should be made by a
guarantor institution participating in the
Securities Transfer Agents Medallion Program
or in such guarantee program acceptable to the
Trustee.
----------------
AND WHEREAS, all acts and things necessary to make the Notes of this
series, when executed by the Company and authenticated and delivered by or
on behalf of the
Trustee as in this Supplemental Indenture provided, the valid, binding and
legal obligations
of the Company, and to constitute these presents a valid indenture and
agreement according
to its terms, have been done and performed;
NOW, THEREFORE, in order to declare the terms and conditions upon
which
the Notes of this series are executed, registered, authenticated, issued and
delivered, and in
consideration of the premises, of the purchase and acceptance of such Notes
by the holders
thereof and of the sum of one dollar to it duly paid by the Trustee at the
execution of these
presents, the receipt whereof is hereby acknowledged, the Company covenants
and agrees
with the Trustee, for the equal and proportionate benefit of the respective
holders from time
to time of such Notes, as follows:
ARTICLE I
CREATION AND AUTHORIZATION OF SERIES
There is hereby created and authorized the series of Notes entitled
the "6.45%
Senior Notes due February 1, 2006", which shall be a closed series limited to
$200,000,000
aggregate principal amount (except for Notes authenticated and delivered upon
registration of
transfer of, or in exchange for, or in lieu of, other Notes of this series
pursuant to Sections
3.06, 3.07, 3.09 or 11.06).
ARTICLE II
SPECIAL PROVISIONS APPLICABLE TO THIS SERIES
(a) Officers signing the Notes for the Company may do so by manual
signature. The Company's seal may be manually applied to the Notes.
(b) The Supplemental Indenture and each Note of this series shall be
governed by and construed in accordance with the laws of the State of Nevada,
except as
otherwise required by mandatory provisions of law.
[Signature Page To Follow]
IN WITNESS WHEREOF, the Company and the Trustee have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the
day and year first above written.
SIGNATURES
CIRCUS CIRCUS ENTERPRISES, INC.
BY:_______________________________
Name: Xxxxx X. Xxxxxxxxx
Title: President and Chief
Financial Officer
FIRST INTERSTATE BANK OF
NEVADA, N.A.
BY:________________________________
Name:
Title:
