AMENDMENT NO. 7 TO REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 7 to Reducing Revolving Loan
Agreement (this "Amendment") dated as of January 12, 1998 is
entered into with reference to the Reducing Revolving Loan
Agreement dated as of December 21, 1994 among Victoria
Partners, a Nevada general partnership ("Borrower"), the Banks
referred to therein, The Long-Term Credit Bank of Japan, Ltd.,
Los Angeles Agency and Societe Generale, as Co-Agents, and Bank
of America National Trust and Savings Association, as
Administrative Agent (as amended pursuant to Amendments 1
through 6 thereto, the "Loan Agreement"). Capitalized terms
used but not defined herein are used with the meanings set
forth for those terms in the Loan Agreement.
Borrower, the Administrative Agent and the Banks
agree as follows:
1. AMENDMENTS TO SECTION 1.1 - AMENDED DEFINITIONS.
"COMMITMENT" means $100,000,000, MINUS the
amount of any reductions thereto made pursuant to
Sections 2.4 and 2.5, PROVIDED, that the amount of the
Commitment may be increased in the manner contemplated by
Section 2.10. The respective Pro Rata Shares of the Banks
as of the effective date of Amendment No. 6 to this
Agreement are set forth in SCHEDULE 1.1.
"MATURITY DATE" means April 2, 2002 or such
later anniversary thereof to which the Maturity Date may
be extended pursuant to Section 2.11.
2. SECTION 2.5 - SCHEDULED REDUCTIONS OF THE
COMMITMENT. Section 2.5 of the Loan Agreement is amended to
read in full as follows:
"2.5 CONTINGENT REDUCTIONS OF COMMITMENT. If the
amount of the Commitment is hereafter increased pursuant
to Section 2.10 to an amount which is in excess of
$100,000,000, then the Commitment shall automatically and
permanently reduce on the last day of each subsequent
Fiscal Quarter through the then current Maturity Date
(each such date a "REDUCTION DATE") by the "REDUCTION
AMOUNT" (as defined below). The Reduction Amount shall be
determined as of the first Reduction Date, and shall be
the amount, rounded upwards to the nearest integral
multiple of $100,000, which is equal to (a) the difference
between the then effective Commitment MINUS $100,000,000,
DIVIDED BY (b) the then remaining number of Reduction
Dates. The Reduction Amount for each Reduction Date shall
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EXHIBIT 10.2
be identical, PROVIDED THAT, as of the date of any
increase in the Commitment pursuant to Section 2.10 or any
extension to the Maturity Date pursuant to Section 2.11,
the Reduction Amount for each subsequent Reduction Date
will be adjusted to reflect such increase or extension in
accordance with the formula set forth in the second
sentence of this paragraph. No reductions shall be
required under this Section in the absence of an increase
to the Commitment under Section 2.10."
3. PARKING LOT EXCHANGE. Pursuant to Amendment No.
6 to the Loan Agreement, the Banks authorized the exchange of
certain land owned by Borrower for certain land owned by
Bellagio on the condition that the land transferred by Borrower
was of the same or lesser acreage than that received by
Borrower. Borrower has informed the Administrative Agent that:
(a) the land to be transferred by Borrower comprises
12.164 acres;
(b) the land to be transferred to Borrower comprises
10.130 acres;
(c) however, of the land to be transferred by Borrower,
an approximately 3.5 acre portion will be dedicated
by Bellagio to Xxxxx County, Nevada for the purpose
of providing a right of way for a service road to be
known as "Resorts Boulevard."
The Banks hereby confirm their authorization of the proposed
parking lot exchange notwithstanding the foregoing variance
from the terms of Amendment No. 6.
4. REPRESENTATION AND WARRANTY. Borrower
represents and warrants to the Administrative Agent and the
Banks that no Default or Event of Default has occurred and
remains continuing, and that Borrower continues to be in
compliance with Section 5.10 of the Loan Agreement (concerning
Hazardous Materials Law).
5. CONFIRMATION. In all other respects, the terms
of the Loan Agreement and the other Loan Documents are hereby
confirmed.
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IN WITNESS WHEREOF, Borrower, the Administrative
Agent and the Banks have executed this Amendment as of the date
first written above by their duly authorized representatives.
"Borrower"
VICTORIA PARTNERS, a Nevada general
partnership
By: Gold Strike L.V., managing
general partner
By: Last Chance Investments,
Incorporated, general partner
By: XXXXXXX X. XXXXXXXXXX
________________________________
Xxxxxxx X. Xxxxxxxxxx
President
By: MRGS Corp., a Nevada corporation,
general partner
By: XXXXXX X. XXX
________________________________
Xxxxxx X. Xxx, Chief
Financial Officer and Treasurer
"Administrative Agent"
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Administrative
Agent
XXXXXX XXXXXXX
By: _________________________________
Xxxxxx Xxxxxxx, Vice President
"Banks"
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Bank and as
Swing Line Bank
XXXXXXX X. XXXXX
By: _________________________________
Title: Managing Director
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THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., LOS ANGELES AGENCY, as Co-Agent
and a Bank
XXXXXX XXXXXXX
By: _________________________________
Xxxxxx Xxxxxxx
Title: Deputy General Manager
SOCIETE GENERALE, as Co-Agent and a
Bank
XXXXXX X. XXXXXXXX
By: _________________________________
Xxxxxx X. Xxxxxxxx
Title: Vice President
FIRST SECURITY BANK, N.A., as a Bank
XXXXX X. XXXXXXXX
By: _________________________________
Xxxxx X. Xxxxxxxx
Title: Vice President
BANK OF SCOTLAND, as a Bank
XXXXX XXXX TAT
By: _________________________________
Xxxxx Xxxx Tat
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION
(successor by merger to MIDLANTIC
BANK, N.A.), as a Bank
XXXXXX X. XXXXXX
By: _________________________________
Xxxxxx X. Xxxxxx
Title: Vice President
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XXXXXX XXXXXX XXXXXXXX XXXX XX XXXXXX,
as a Bank
XXXX XXXXXXXX
By: _________________________________
Xxxx Xxxxxxxx
Title: Vice President
CREDIT LYONNAIS LOS ANGELES BRANCH,
as a Bank
XXXXXX X. XXXXX
By: _________________________________
Xxxxxx X. Xxxxx
Title: Vice President and Manager
BANKERS TRUST COMPANY, as a Bank
XXXXXXXX XXXXX
By: _________________________________
Xxxxxxxx Xxxxx
Title: Principal
CIBC INC., as a Bank
XXXX X. XXXXXXX
By: _________________________________
Xxxx X. Xxxxxxx
Title: Managing Director
CIBC Xxxxxxxxxxx Corp., as Agent
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