AMENDMENT NO. 4 TO REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 4 to Reducing Revolving Loan
Agreement (this "Amendment") dated as of October 16, 1995 is
entered into with reference to the Reducing Revolving Loan
Agreement dated as of December 21, 1994 among Victoria
Partners, a Nevada general partnership (as "Borrower"), the
Banks listed on the signature pages of this Amendment, 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 by the Amendment No. 1 to Reducing Revolving Loan
Agreement dated as of January 31, 1995, Amendment No. 2 to
Reducing Revolving Loan Agreement dated as of June 30, 1995 and
Amendment No. 3 to Reducing Revolving Loan Agreement dated as
of July 28, 1995 (the "Loan Agreement").
RECITALS
A. Borrower has requested that the Banks increase the
amount of the Commitment under the Loan Agreement
referred to above from $175,000,000 to $200,000,000.
B. Subject to the terms hereof, Credit Lyonnais Cayman
Island Branch, Credit Lyonnais Los Angeles Branch and
Bankers Trust Company (collectively, the "New Banks")
have agreed to become parties to the Loan Agreement
as Banks and to assume the increase to the Commitment
described above, with each such New Bank to have a
Pro Rata Share as set forth herein.
NOW, THEREFORE, Borrower, the Administrative Agent
and the undersigned Banks (representing all of the Banks now
party to the Loan Agreement and the New Banks), agree as
follows:
1. Amendment to Section 1.1 - Amended Definitions.
The definition of "Commitment" set forth in Section 1.1 of the
Loan Agreement is amended to read in full as follows:
"Commitment" means (a) at all times prior to the
Construction Termination Date, $200,000,000 and (b) at all
times after the Construction Termination Date, the sum,
not to exceed $200,000,000 of (i) the outstanding
principal Indebtedness evidenced by the Notes on the
Construction Termination Date, plus (ii) $2,000,000, plus
the amount of Construction Costs accrued with respect to
the Project which then remain unpaid, in each case minus
the amount of any reductions thereto made pursuant to
Sections 2.4, 2.5 and 2.6. The respective Pro Rata Shares
of the Banks with respect to the Commitment are set forth
in Schedule 1.1."
2. Section 2.6 - Scheduled Reductions of the
Commitment. Section 2.6 of the Loan Agreement is amended to
read in full as follows:
"2.6 Scheduled Mandatory Reductions of Commitment.
The Commitment shall automatically and permanently reduce
(a) on the last day of the fourth Post-Construction Fiscal
Quarter, to an amount which is not greater than
$170,000,000, (b) on the last day of the fifth Post-
Construction Fiscal Quarter and each of the next seven
Post-Construction Fiscal Quarters, by $7,250,000, and (c)
on the last day of each subsequent Post-Construction
Fiscal Quarter, by $14,000,000."
3. Section 6.9(d) - Secured Swap Agreements.
Section 6.9(d) of the Loan Agreement is amended to read in full
as follows:
"(d) Indebtedness consisting of one or more Swap
Agreements; provided, that the aggregate notional amount
of Indebtedness covered by all Secured Swap Agreements
shall not exceed $125,000,000; and"
4. Amendment to Exhibit J - Request for Loan.
Exhibit J to the Loan Agreement is hereby replaced with the new
Exhibit J attached hereto.
5. Joinder of the New Banks.
(a) Each of the New Banks hereby joins and becomes a
party to the Loan Agreement as a Bank. Each New Bank
shall have all of the obligations under the Loan Documents
of, and shall be deemed to have made all of the covenants
and agreements contained in the Loan Documents made by, a
Bank having a Pro Rata Share as reflected on the revised
Schedule 1.1 attached hereto. Each New Bank acknowledges
and agrees that the agreement set forth in this Para-
graph 4 is expressly made for the benefit of the Borrower,
the Administrative Agent and the other Banks and their
respective successors and permitted assigns. From and
after the effective date of this Amendment, each New Bank
shall be a party to the Loan Agreement and, to the extent
provided herein, shall have the rights and obligations of
a Bank under the Loan Agreement and the other Loan
Documents.
(b) Each New Bank represents and warrants that it
has become a party hereto solely in reliance upon its own
independent investigation of the financial and other
circumstances surrounding Borrower, the collateral, and
all aspects of the transactions evidenced by or referenced
in the Loan Documents, or has otherwise satisfied itself
with respect thereto, and that it is not relying upon any
representation, warranty or statement (except any such
representation, warranty or statement expressly set forth
in this Amendment) of the Administrative Agent or any Bank
in connection with its decision to enter into the Loan
Documents. Each New Bank further acknowledges that it
will, independently and without reliance upon the Adminis-
trative Agent or any other Bank and based upon such New
Bank's review of such documents and information as it
deems appropriate at the time, continue to make its own
credit decisions in connection with the Loan Documents.
(c) Each New Bank represents and warrants that it
has experience and expertise in the extension of credits
of the type contemplated by the Loan Documents; that it
has acquired its Pro Rata Share for its own account and
not with any present intention of selling all or any
portion of such interest; and that it has received,
reviewed and approved copies of all Loan Documents.
(d) The Administrative Agent and the other Banks
shall not be responsible to the New Banks for the execu-
tion, effectiveness, accuracy, completeness, legal effect,
genuineness, validity, enforceability, collectibility or
sufficiency of any of the Loan Documents (other than their
own due execution of the Loan Documents) or for any repre-
sentations, warranties, recitals or statements made
therein or in any written or oral statement or in any
financial or other statements, instruments, reports,
certificates or any other documents made or furnished or
made available by them to the New Banks (other than
representations, warranties, recitals or statements made
by them therein) or by or on behalf of the Borrower to the
New Banks in connection with the Loan Documents and the
transactions contemplated thereby or for the financial
condition or business affairs of the Borrower or any other
Person liable for the payment of any of the Obligations,
the value of the Collateral or any other matter. The
Administrative Agent and the other Banks shall not be
required to ascertain or inquire as to the performance or
observance of any of the terms, conditions, provisions,
covenants or agreements contained in any of the Loan
Documents or as to the use of the proceeds of the Advances
or other extensions of credit under the Loan Agreement or
as to the existence or possible existence of any Default
or Event of Default.
6. Conditions Precedent. The effectiveness of this
Amendment shall be conditioned upon the fulfillment of each of
the following conditions precedent:
(a) The Administrative Agent shall have
received all of the following, each of which shall be
originals unless otherwise specified, each properly
executed by a Responsible Official of each party thereto,
each dated as of the date hereof and each in form and
substance satisfactory to the Administrative Agent and its
legal counsel (unless otherwise specified or, in the case
of the date of any of the following, unless the
Administrative Agent otherwise agrees or directs):
(1) Counterparts of this Amendment
executed by all parties hereto;
(2) Notes executed by Borrower in favor of
each New Bank in a principal amount equal to that New
Bank's Pro Rata Share of the Commitment;
(3) an Amendment to the Deed of Trust
increasing, as a matter of record, the amount of the
obligations secured thereby to $200,000,000, together
with related endorsements to the policies of title
insurance issued in connection with the Deed of Trust
and reinsurance arrangements with respect to the
increased amount of the Commitment which are
acceptable to the Administrative Agent;
(4) Certified copies of partnership
resolutions authorizing the transactions contemplated
hereby of the managing general partner of Borrower,
in form and substance acceptable to the
Administrative Agent; and
(5) Such other assurances, certificates,
documents, consents or opinions as the Administrative
Agent reasonably may require.
(c) Borrower shall have paid a non-refundable
up-front fee to each New Bank in an amount set forth in a
letter agreement between Borrower and that New Bank.
(d) The New Banks shall have received a
reliance letter acceptable to them with respect to the
legal opinion issued by Borrower's counsel, Schreck,
Jones, Bernhard, Woloson & ▇▇▇▇▇▇▇, Chartered, on the
Contribution Date.
(e) The reasonable costs and expenses of the
Administrative Agent in connection with the preparation of
this Amendment and invoiced to Borrower prior to the date
hereof shall have been paid.
(f) The representations and warranties of
Borrower contained in Article 4 of the Loan Agreement
shall be true and correct.
(g) Borrower and any other Parties shall be in
compliance with all the terms and provisions of the Loan
Documents and no Default or Event of Default shall have
occurred and be continuing.
(h) All legal matters relating to the Loan
Documents shall be satisfactory to Sheppard, Mullin,
▇▇▇▇▇▇▇ & Hampton, special counsel to the Administrative
Agent.
7. 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.
8. Confirmation. In all other respects, the terms
of the Loan Agreement and the other Loan Documents are hereby
confirmed.
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:_____________________________
Title:__________________________
By: MRGS Corp., a Nevada corporation,
general partner
By:_____________________________
▇▇▇▇▇▇ ▇. ▇▇▇, Chief Financial
Officer and Treasurer
"Administrative Agent"
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Administrative
Agent
By:__________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President
"Existing Banks"
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Bank
By: __________________________________
▇▇▇ ▇▇▇▇▇▇▇, Managing Director
BANK OF AMERICA NEVADA, as a Bank and
as Swing Line Bank
By: __________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., LOS ANGELES AGENCY, as Co-Agent
and a Bank
By: __________________________________
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
Deputy General Manager
SOCIETE GENERALE, as Co-Agent and a
Bank
By: __________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President
FIRST SECURITY BANK OF IDAHO, N.A., as
a Bank
By:__________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
FIRST SECURITY BANK OF UTAH, N.A., as
a Bank
By: __________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President
BANK OF SCOTLAND, as a Bank
By: __________________________________
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Vice President
MIDLANTIC BANK, N.A., as a Bank
By: __________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
U.S. BANK OF NEVADA, as a Bank
By:___________________________________
▇▇▇ ▇▇▇▇▇▇▇▇, Vice President
"New Banks"
CREDIT LYONNAIS LOS ANGELES BRANCH
By: __________________________________
Title: _______________________________
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By: __________________________________
Title:________________________________
Address:
Credit Lyonnais
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
Vice President
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
BANKERS TRUST COMPANY
By: __________________________________
Title: _______________________________
Address:
Bankers Trust Company
1 Bankers Trust Plaza
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: __________________________
Telecopier: ____________________
Telephone: _____________________
With a copy to:
Bankers Trust Company
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇.
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇, Vice President
Telecopier: (213) ______________
Telephone: (213) ______________
The undersigned agrees and consents
to the foregoing:
CIRCUS CIRCUS ENTERPRISES, INC.,
as Construction Guarantor
By:_________________________
Title:______________________
Schedule 1.1
Pro Rata
Bank Share Amount
Bank of America National
Trust and Savings Association 17.5% $ 35,000,000
Bank of America Nevada 7.5% $ 15,000,000
Long-Term Credit Bank of Japan 15.0% $ 30,000,000
Societe Generale 15.0% $ 30,000,000
First Security Bank of Idaho 5.0% $ 10,000,000
First Security Bank of Utah 5.0% $ 10,000,000
Bank of Scotland 7.5% $ 15,000,000
Midlantic Bank, N.A. 7.5% $ 15,000,000
Bankers Trust Company 7.5% $ 15,000,000
U.S. Bank of Nevada 7.5% $ 15,000,000
Credit Lyonnais Cayman 5.0% $ 10,000,000
Island Branch
and
Credit Lyonnais Los Angeles
Branch
_______________________________________________________________
Total 100% $200,000,000
EXHIBIT J
REQUEST FOR LOAN
1. This REQUEST FOR LOAN is executed and delivered
by Victoria Partners, a Nevada general partnership
("Borrower"), to Bank of America National Trust and Savings
Association, as Administrative Agent, pursuant to that certain
Reducing Revolving Loan Agreement (as amended, modified or
extended, the "Agreement") dated as of December 21, 1994, among
Borrower, the Banks that are parties thereto, 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. Any terms used
herein and not defined herein shall have the meanings set forth
for such terms in the Agreement.
2. Borrower hereby requests that the Banks make a
Loan pursuant to the Agreement as follows:
(a) AMOUNT OF REQUESTED LOAN: $______________
(b) DATE OF REQUESTED LOAN: _________________
(c) TYPE OF REQUESTED LOAN (Check one box only):
ALTERNATE BASE RATE
EURODOLLAR RATE FOR AN INTEREST PERIOD OF
________ MONTHS
3. In connection with the request, Borrower certifies
that:
(a) If this Request for Loan is for a Loan which
will increase the principal amount outstanding under the
Notes, now and as of the date of the requested Loan,
except (i) for representations and warranties which
expressly speak as of a particular date or which are no
longer true and correct as a result of a change permitted
by the Agreement or (ii) as disclosed by Borrower and
approved in writing by the Administrative Agent or the
Requisite Banks as required by the Agreement, each repre-
sentation and warranty made by Borrower in Article 4 of
the Agreement (other than Sections 4.5 (first sentence),
4.10 and 4.17) will be true and correct, both immediately
before and after giving effect to such Loan, as though
such representations and warranties were made on and as of
that date;
(b) If this Request for Loan is for a Loan
which will increase the principal amount outstanding under
the Notes, other than matters described in Schedule 4.18
to the Agreement or not required as of the Closing Date to
be described therein, there is not any action, suit,
proceeding or investigation pending as to which Borrower
has been served or received notice or, to the best
knowledge of Borrower, threatened against or affecting
Borrower or any of its Property before any Governmental
Agency that constitutes a Material Adverse Effect; and
(c) If this Request for Loan is for a
Eurodollar Rate Loan or for any Loan which will result in
an increase in the principal amount outstanding under the
Notes, no Default or Event of Default presently exists or
will have occurred and be continuing as a result of the
Loan.
(d) The Funded Debt to Project Costs Ratio effective
as of the date hereof is __________:1.00, calculated as
follows:
Funded Debt (A) minus (B) plus (without duplication) (C)
below, is $___________________.
(A) Principal Indebtedness of Borrower and its
Subsidiaries for borrowed money (including debt
securities issued by Borrower or any of its
Subsidiaries)
$_____________________
minus (B) Principal amount of the Partner
Subordinated Notes
[$____________________]
plus (C) Aggregate amount of all Capital Lease
Obligations of Borrower and its Subsidiaries
$______________________
Project Costs equals the sum of (D) and (E)
(D) Cumulative Construction Costs paid or incurred by
Borrower with respect to the Project (as set forth in
the Construction Progress Report submitted
__________, 19___.
$______________________
plus (E) the Attributed Land Value.
$______________________
4. This Request for Loan is executed on __________,
19___, by a Responsible Official of Borrower. The undersigned,
in such capacity, hereby certifies each and every matter
contained herein to be true and correct.
VICTORIA PARTNERS,
a Nevada general partnership
By:___________________________
General Partner
By:_______________________
Title:____________________