Exhibit 10(x)
AMENDMENT NO. 1 TO AMENDED AND
RESTATED CREDIT AGREEMENT
This Amendment No. 1 to the Amended and Restated Credit
Agreement (this "Amendment") dated as of April 4, 1997 is entered
into with reference to the Amended and Restated Credit Agreement
dated as of September 9, 1996, among Circus and Eldorado Joint
Venture, a Nevada general partnership ( Partnership ), the
Lenders referred to therein ( Lenders ), The Long-Term Credit
Bank of Japan. Ltd., Los Angeles Agency and Societe Generale, as
Managing Agents, CIBC Inc. and Credit Lyonnais, Los Angeles
Branch, as Co-Agents, and ▇▇▇▇▇ Fargo Bank, N.A. in its capacity
as Arranger and Administrative Agent for Lenders ( Agent ) (as
amended, the Credit Agreement ). Terms defined in the Credit
Agreement are used herein with the same meanings. Borrower and
the Agent, acting with the consent of the Lenders in accordance
with Section 10.6 of the Credit Agreement, hereby amend the
Credit Agreement as follows:
1. New Section 9.7 - Agent to Hold Liens for Benefit of
Lenders as Parties to Interest Rate Agreements. The Credit
Agreement is hereby amended to add a new Section 9.7 thereto, to
read in full as follows:
"Arrangements with respect to Interest Rate Agreements.
(a) Partnership hereby agrees that each of the liens
and security interests granted to the Agent for the benefit
of the Lenders under this Agreement and the other Loan
Documents shall be deemed to also secure the obligations of
Partnership to Lenders under Interest Rate Agreements
entered into with respect to the Obligations and
Indebtedness evidenced by this Agreement and the other Loan
Documents. Each Interest Rate Agreement entered into by
Partnership with any Lender shall be conclusively presumed
to relate to the obligations and Indebtedness evidenced by
this Agreement unless it otherwise specifies.
(b) Each Lender hereby irrevocably appoints the Agent
to act as collateral agent for that Lender with respect to
the liens and security interests created by the Loan
Documents for the benefit of that Lender as a creditor under
Interest Rate Agreements of the type described in clause (a)
of this Section; in such capacity the Agent shall be
entitled to the indemnity provided by Section 9.4 of the
Credit Agreement and to the other indemnities and
protections afforded to the Agent by this Agreement and the
other Loan Documents, mutatis mutandis.
(c) Each Lender agrees that the claims of the Lenders
under this Agreement and the claims of each Lender under any
Interest Rate Agreement shall rank pari passu, provided that
the right of each Lender with respect to the Collateral by
reason of its claims under such Interest Rate Agreements
shall be limited to the right to receive a share of the
proceeds of the Collateral and that the Lenders (in their
capacity as Lenders under this Agreement) shall have the
exclusive right to make all determinations with respect to
the exercise of remedies with respect to the Collateral
until payment in full of all of the Loans and other
Obligations and the cancellation or expiration of all
Letters of Credit. No person other than the Lenders shall be
deemed to have any rights under this clause (c).
(d) Notwithstanding any other provision of this
Agreement to the contrary, no Interest Rate Agreement shall
have the benefit of the Make-Well Agreement."
Clause (c) of the foregoing new Section shall be deemed to
satisfy the requirements of Section 7.2A(vii) of the Credit
Agreement that Lenders entering into secured Interest Rate
Agreements enter into intercreditor agreements with the Agent and
the other Lenders.
2. Authorization to Execute Amendments to Collateral
Documents. The Agent and Partnership are hereby authorized and
directed to enter into amendments to the Deed of Trust, the
Assignment of Rents and Revenues and the Security Agreement
substantially in the forms attached hereto as Exhibits A, B and
C.
3. Conditions Precedent. The effectiveness of this
Amendment shall be conditioned upon the receipt by the Agent of
the written consent to the execution, delivery and performance
hereof from all of the Lenders and from Circus Circus
Enterprises, Inc.
4. Representation and Warranty. Borrower represents and
warrants to the Agent and the Lenders that no Default or Event
of Default has occurred and remains continuing.
5. Governing Law. This Amendment will be governed by, and
construed and enforced in accordance with, the internal laws of
the State of Nevada.
6. Confirmation. In all other respects, the terms of the
Credit Agreement and other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, Borrower and Agent have executed
this Amendment as of the date first written above by their duly
authorized representatives.
CIRCUS AND ELDORADO JOINT VENTURE, a
Nevada general partnership
By: GALLEON, INC.
Its: Managing Partner
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
By: ELDORADO LIMITED LIABILITY COMPANY
Its: General Partner
By: ELDORADO RESORTS LLC
Its: Manager
By: ▇▇▇ ▇▇▇▇▇▇
Title: President
By: EXECUTIVE COMMITTEE
By: ▇▇▇▇ ▇▇▇▇▇▇
Title: General Manager
By: ▇▇▇▇▇ ▇▇▇▇▇▇
Director of Finance
Title: and Administration
▇▇▇▇▇ FARGO BANK, N.A., as
Administrative Agent
By: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
CONSENT OF LENDER
This Consent of Lender is delivered with reference to
the Amended and Restated Credit Agreement dated as of September
9, 1996, among Circus and Eldorado Joint Venture, a Nevada
general partnership, the Managing Agents and Co-Agents referred
to therein, the Lenders referred to therein ( Lenders ), and
▇▇▇▇▇ Fargo Bank, N.A., in its capacity as Arranger and
Administrative Agent for Lenders ( Agent ). Capitalized terms
used but not defined herein are used with the meanings set forth
for those terms in the Credit Agreement.
The undersigned Lender hereby consents to the
execution, delivery and performance of the proposed Amendment No.
1 to the Credit Agreement by the Agent on behalf of the Lenders,
substantially in the form presented to the undersigned as a
draft.
By: ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President
[Typed/Printed Name and Title]
Dated April 4, 1997
CONSENT OF CIRCUS CIRCUS ENTERPRISES, INC.
This Consent is delivered with reference to the Amended
and Restated Credit Agreement dated as of September 9, 1996,
among Circus and Eldorado Joint Venture, a Nevada general
partnership, the Managing Agents and Co-Agents referred to
therein, the Lenders referred to therein ( Lenders ), and ▇▇▇▇▇
Fargo Bank, N.A., in its capacity as Arranger and Administrative
Agent for Lenders ( Agent ). Capitalized terms used but not
defined herein are used with the meanings set forth for those
terms in the Credit Agreement.
The undersigned hereby consents to the execution,
delivery and performance of the proposed Amendment No. 1 to the
Credit Agreement by the Agent on behalf of the Lenders,
substantially in the form presented to the undersigned as a
draft, provided that it is understood and agreed that the
Interest Rate Agreements referred to in Amendment No. 1 to Credit
Agreement shall not have the benefit of the Make-Well Agreement.
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
[Typed/Printed Name and Title]
Dated April 4 , 1997
AMENDMENT NO. 1 TO DEED OF TRUST
This AMENDMENT NO. 1 TO DEED OF TRUST ("Amendment") is
made and entered into as of April 4, 1997 by and between ▇▇▇▇▇
FARGO BANK, N.A., in its capacity as Arranger and Administrative
Agent for the Lenders as defined in and pursuant to the Credit
Agreement described below (herein, the "Beneficiary") and CIRCUS
AND ELDORADO JOINT VENTURE, a Nevada general partnership
(referred to herein as Trustor ), with reference to the
following facts:
Trustor, the Lenders referred to therein (the "Lenders"), the
Managing Agents and Co-Agents referred to therein, and the
Beneficiary have entered into an Amended and Restated Credit
Agreement dated as of September 9, 1996 (the Credit Agreement )
pursuant to which the Lenders have extended credit facilities to
Trustor in the principal amount of $220,000,000.
6.1 To secure its obligations to the Beneficiary and
the Lenders under the Credit Agreement, Trustor executed an
Amended and Restated Construction Deed of Trust, Fixture Filing
and Security Agreement with Assignment of Rents in favor of First
American Title Insurance Company of Nevada, as Trustee (the
"Trustee"), and the Beneficiary, encumbering the real property
described on Exhibit A hereto (the "Deed of Trust"). The Deed of
Trust was recorded on May 31, 1995 in Book 4312, Page 814, as
Document No. 1897110 of the Official Records of Washoe County,
Nevada.
C. The parties to the Deed of Trust desire to amend
the Deed of Trust so that the Deed of Trust shall hereafter
secure all obligations of Trustor to the Beneficiary and the
Lenders under interest rate swap agreements, currency swap
agreements, and similar hedging arrangements, interest rate
swaps, caps and/or collar agreements.
NOW, THEREFORE, Trustor and Beneficiary hereby agree to
amend the Deed of Trust as follows:
6.1.1 After the paragraph entitled Fifth on
page eleven of the Deed of Trust, the following paragraph is
hereby by added and the Agreement amended to read as follows:
Sixth: Payment and performance by Trustor of
each and every obligation of Trustor with
respect to interest rate swap agreements,
currency swap agreements, and similar hedging
arrangements, interest rate swaps, caps
and/or collar agreements entered into with
any Lender which is party to the Credit
Agreement, (each such agreement being
referred to herein as an "Interest Rate
Agreement"), each covenant, promise and
agreement contained in any Interest Rate
Agreement, and the costs and expenses of
enforcement against Trustor of any Interest
Rate Agreements.
This Amendment shall be governed by, and construed
and enforced in accordance with, the laws of the State of
Nevada.
IN WITNESS WHEREOF, Trustor and Beneficiary have
executed this instrument as of the day and year first above
written.
TRUSTOR:
CIRCUS AND ELDORADO JOINT VENTURE, a
Nevada general partnership
By: GALLEON, INC., managing partner
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
[Printed Name and Title]
By: ELDORADO LIMITED LIABILITY
COMPANY, general partner
By: ELDORADO RESORTS LLC, manager
By: ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, President
[Printed Name and Title]
By: EXECUTIVE COMMITTEE
By: ▇▇▇▇ ▇▇▇▇▇▇
Title: General Manager
By: ▇▇▇▇▇ ▇▇▇▇▇▇
Director of Finance
Title: and Administration
BENEFICIARY:
▇▇▇▇▇ FARGO BANK, N.A., in its
capacity as arranger and
Administrative Agent for the Lenders
By: ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇, Vice President
[Printed Name and Title]