EXHIBIT 4(b)
AMENDMENT NO. 3 TO LOAN AGREEMENT
This Amendment No. 3 to Loan Agreement (this
"Amendment") dated as of November 22, 1996 is entered into with
reference to the Loan Agreement dated as of January 29, 1996,
among Circus Circus Enterprises, Inc., a Nevada corporation
( Borrower ), the Banks party thereto, The Long-Term Credit
Bank of Japan, Ltd., Los Angeles Agency, First Interstate Bank
of Nevada, N.A. (to which Xxxxx Fargo Bank, N.A. is successor
by merger), Societe Generale, Credit Lyonnais Los Angeles
Branch and Credit Lyonnais Cayman Island Branch, and Canadian
Imperial Bank of Commerce, as Co-Agents, and Bank of America
National Trust and Savings Association, as Issuing Bank and
Administrative Agent (as amended, the Loan Agreement ). The
Loan Agreement referred to above has been amended by an
Amendment No. 1 thereto dated as of April 15, 1996 and an
Amendment No. 2 thereto dated as of October 31, 1996. Terms
defined in the Loan Agreement are used herein with the same
meanings.
Borrower and the Administrative Agent, acting with
the consent of the Requisite Banks in accordance with Section
11.2 of the Loan Agreement, hereby amend the Loan Agreement as
follows:
1. Indebtedness and Contingent Guaranties. Section 6.10
of the Loan Agreement is hereby amended to read in full as
follows (with the added text underlined and in boldface type
herein for the convenience of the reader):
"6.10 Indebtedness and Contingent Guaranties.
Create, incur, assume or suffer to exist any Indebtedness
or Contingent Guaranty (other than Indebtedness of
Restricted Subsidiaries to Borrower or another Restricted
Subsidiary) if:
(a) a Default or Event of Default then exists
or would result therefrom, or
(b) after giving effect thereto, the aggregate
principal amount (without duplication) of (i) all
Indebtedness (other than the Obligations,
Subordinated Debt and Commercial Paper Debt) of
Borrower and its Restricted Subsidiaries, plus (ii)
the amount of all Contingent Guaranties to the extent
that the same are quantified pursuant to the
definition thereof (excluding Contingent Guaranties
in an amount not to exceed $30,000,000 (Canadian
dollars) in respect of Indebtedness of Windsor Casino
Financial Limited) would exceed $500,000,000."
2. Conditions Precedent. The effectiveness of this
Amendment shall be conditioned upon the receipt by the
Administrative Agent of the following:
(a) Counterparts of this Amendment executed by
Borrower and the Administrative Agent, acting on behalf of
the Banks;
(b) Written consents of each Significant
Subsidiary, as guarantors under the Subsidiary Guaranty,
to the execution, delivery and performance hereof,
substantially in the form of Exhibit A to this Amendment;
and
(c) Written consents to the execution, delivery
and performance hereof from Banks constituting the
Requisite Banks.
3. 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.
4. Confirmation. In all other respects, the terms of
the Loan Agreement and the other Loan Documents are hereby
confirmed.
IN WITNESS WHEREOF, Borrower and the Administrative
Agent have executed this Amendment as of the date first written
above by their duly authorized representatives.
CIRCUS CIRCUS ENTERPRISES, INC.
By XXXXX X. XXXXXX
XXXXX X. XXXXXX, CHAIRMAN
[Printed Name and Title]
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Administrative
Agent
By XXX XXXXXXX
XXX XXXXXXX, MANAGING DIRECTOR
[Printed Name and Title]
Exhibit A to Amendment
CONSENT OF SUBSIDIARY GUARANTORS
This Consent, dated as of November 22, 1996, is
delivered with reference to the Loan Agreement dated as of
January 29, 1996 among Circus Circus Enterprises, Inc., the
Banks party thereto, The Long-Term Credit Bank of Japan, Ltd.,
Los Angeles Agency, First Interstate Bank of Nevada, N.A. (to
which Xxxxx Fargo Bank, N.A. is successor by merger), Societe
Generale, Credit Lyonnais Los Angeles Branch and Credit
Lyonnais Cayman Island Branch and Canadian Imperial Bank of
Commerce, as Co-Agents, and Bank of America National Trust and
Savings Association, as Issuing Bank and Administrative Agent
(as so amended pursuant to an Amendment No. 1 on April 15,
1996, and an Amendment No. 2 on October 31, 1996, the "Loan
Agreement"). Capitalized terms used but not defined herein are
used with the meanings set forth for those terms in the Loan
Agreement.
Each of the undersigned hereby consents to the
execution, delivery and performance by Borrower, the Banks and
the Administrative Agent of Amendment No. 3 to the Loan
Agreement dated as of November 22, 1996 and to the transactions
contemplated therein.
Each of the undersigned represents and warrants to
the Administrative Agent and the Banks that there is no
defense, counterclaim or offset of any type or nature to the
Subsidiary Guaranty, and that the same remains in full force
and effect.
CIRCUS CIRCUS CASINOS, INC., a Nevada
corporation
By XXXXX XXXXXX
XXXXX XXXXXX, PRESIDENT
[Printed Name and Title]
SLOTS-A-FUN, INC., a Nevada
corporation
By XXXXX XXXXXX
XXXXX XXXXXX, PRESIDENT
[Printed Name and Title]
EDGEWATER HOTEL CORPORATION, a Nevada
corporation
By XXXXX XXXXXX
XXXXX XXXXXX. PRESIDENT
[Printed Name and Title]
COLORADO BELLE CORP., a Nevada
corporation
By XXXXX XXXXXX
XXXXX XXXXXX, PRESIDENT
[Printed Name and Title]
NEW CASTLE CORP., a Nevada corporation
By XXXXX XXXXXX
XXXXX XXXXXX, PRESIDENT
[Printed Name and Title]
RAMPARTS, INC., a Nevada corporation
By XXXXX XXXXXX
XXXXX XXXXXX, PRESIDENT
[Printed Name and Title]
CIRCUS CIRCUS MISSISSIPPI, INC., a
Mississippi corporation
By XXXXX XXXXXX
XXXXX XXXXXX, PRESIDENT
[Printed Name and Title]
PINKLESS, INC., a Nevada corporation
By XXXXX XXXXXX
XXXXX XXXXXX, PRESIDENT
[Printed Name and Title]
NEW WAY, INC., a Nevada corporation
By XXXXX XXXXXXXXX
XXXXX XXXXXXXXX. PRESIDENT
[Printed Name and Title]
CIRCUS CIRCUS DEVELOPMENT CORP., a
Nevada corporation
By XXXXX XXXXXX
XXXXX XXXXXX, PRESIDENT
[Printed Name and Title]
GALLEON, INC., a Nevada corporation
By XXXXX XXXXXX
XXXXX XXXXXX, PRESIDENT
[Printed Name and Title]
M.S.E. INVESTMENTS, INCORPORATED, a
Nevada corporation
By XXXXXXX X. XXXXXX
XXXXXXX X. XXXXXX, PRESIDENT
[Printed Name and Title]
LAST CHANCE INVESTMENTS, INCORPORATED,
a Nevada corporation
By XXXXXXX XXXXXXXXXX
XXXXXXX XXXXXXXXXX, PRESIDENT
[Printed Name and Title]
GOLDSTRIKE INVESTMENTS, INCORPORATED,
a Nevada corporation
By XXXXX X. XXXXXXX
XXXXX X. XXXXXXX, PRESIDENT
[Printed Name and Title]
DIAMOND GOLD, INC., a Nevada
corporation
By XXXXX XXXXX
XXXXX XXXXX, PRESIDENT
[Printed Name and Title]
OASIS DEVELOPMENT COMPANY, INC., a
Nevada corporation
By XXXXX XXXXX
XXXXX XXXXX, PRESIDENT
[Printed Name and Title]
GOLDSTRIKE FINANCE COMPANY, INC., a
Nevada corporation
By XXXXXXX X. XXXXXX
XXXXXXX X. XXXXXX, PRESIDENT
[Printed Name and Title]
RAILROAD PASS INVESTMENT GROUP, a
Nevada Partnership
By: M.S.E. INVESTMENTS, INCORPORATED
Its: general partner
By XXXXXXX X. XXXXXX
XXXXXXX X. XXXXXX, PRESIDENT
[Printed Name and Title]
XXXX DEVELOPMENT COMPANY, a
Nevada partnership
By: M.S.E. INVESTMENTS,
INCORPORATED
Its: general partner
By XXXXXXX X. XXXXXX
XXXXXXX X. XXXXXX, PRESIDENT
[Printed Name and Title]
XXXX DEVELOPMENT WEST, a Nevada
partnership
By: M.S.E. INVESTMENTS,
INCORPORATED
Its: general partner
By XXXXXXX X. XXXXXX
XXXXXXX X. XXXXXX, PRESIDENT
[Printed Name and Title]
NEVADA LANDING PARTNERSHIP, an
Illinois partnership
By: M.S.E. INVESTMENTS,
INCORPORATED
Its: general partner
By XXXXXXX X. XXXXXX
XXXXXXX X. XXXXXX, PRESIDENT
[Printed Name and Title]
GOLD STRIKE L.V., a Nevada partnership
By: M.S.E. INVESTMENTS,
INCORPORATED
Its: general partner
By XXXXXXX X. XXXXXX
XXXXXXX X. XXXXXX, PRESIDENT
[Printed Name and Title]
XXXX DEVELOPMENT NORTH, a Nevada
partnership
By: M.S.E INVESTMENTS,
INCORPORATED
Its: general partner
By XXXXXXX X. XXXXXX
XXXXXXX X. XXXXXX, PRESIDENT
[Printed Name and Title]
LAKEVIEW GAMING PARTNERSHIPS JOINT
VENTURE, a Nevada partnership
By: RAILROAD PASS INVESTMENT GROUP
Its: general partner
By: M.S.E. INVESTMENTS,
INCORPORATED
Its: general partner
By XXXXXXX X. XXXXXX
XXXXXXX X. XXXXXX, PRESIDENT
[Printed Name and Title]
CONSENT OF BANK
This Consent of Bank is delivered with reference to the Loan
Agreement dated as of January 29, 1996, among Circus Circus
Enterprises, Inc., The Long-Term Credit Bank of Japan, Ltd., Los
Angeles Agency, First Interstate Bank of Nevada, N.A. (now known
as Xxxxx Fargo Bank, N.A.), Societe Generale, Credit Lyonnais Los
Angeles Branch and Credit Lyonnais Cayman Island Branch and
Canadian Imperial Bank of Commerce, as Co-Agents, and Bank of
America National Trust and Savings Association, as Issuing Bank
and Administrative Agent.
The Loan Agreement referred to above has been amended by an
Amendment No. 1 thereto dated as of April 15, 1996 and an
Amendment No. 2 thereto dated as of October 31, 1996. References
herein to the Loan Agreement mean the Loan Agreement, as so
amended. Other capitalized terms used but not defined herein are
used with the meanings set forth for those terms in the Loan
Agreement.
The undersigned Bank hereby consents to the execution,
delivery and performance of the proposed Amendment No. 3 to Loan
Agreement by the Administrative Agent on behalf of the Banks,
substantially in the form presented to the undersigned as a
draft.
Bank of America NT&SA
[Typed/Printed Name of Bank]
By: XXX XXXXXXX
XXX XXXXXXX, MANAGING DIRECTOR
[Typed/Printed Name and Title]
Dated October 30 , 1996
