AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AGREEMENT
This Amendment No. 4 (this "Amendment") to Amended and Restated
Loan Agreement, dated as of June 29, 1999 is entered into with reference
to the Amended and Restated Loan Agreement dated as of March 7, 1997
(as heretofore amended by an Amendment No. 1 dated as of September 19,
1997, an Amendment No. 2 dated as of June 19, 1998, and an Amendment No.
3 dated as of December 17, 1998, the "Loan Agreement") among Mirage
Resorts, Incorporated, a Nevada corporation ("Borrower"), the Banks, Co-
Arrangers, Co-Agents and Documentation Agent referred to therein, and
Bank of America National Trust and Savings Association, as Administra-
tive Agent. Capitalized terms used herein are used with the meanings set
forth for those terms in the Loan Agreement. Borrower and the
Administrative Agent (acting with the consent of the Requisite Banks)
agree as follows:
1. Calculation of Leverage Ratio for Fiscal Quarter Ending June 30,
1999. It is agreed that for the purposes of calculating the
Leverage Ratio as of June 30, 1999 only, the definition of Leverage
Ratio shall be as follows (deleting the requirement, in respect of
that Fiscal Quarter only, that the numerator be the average of
Total Debt as of the last day of each of the three calendar months
comprising the Fiscal Quarter then ending):
"'Leverage Ratio' means, as of the last day of each Fiscal
Quarter, the ratio of (a) Total Debt to (b) Annualized Adjusted
EBITDA, as such ratio is set forth in the most recent Compliance
Certificate delivered by Borrower pursuant to Section 7.2."
2. Condition Precedent. The effectiveness of this Amendment shall
be conditioned upon the receipt by the Administrative Agent of
written consents hereto executed by the Requisite Banks.
3. Representations and Warranties. Borrower represents and warrants
to the Administrative Agent and the Banks that, as of the date of
this Amendment, no Default or Event of Default has occurred and
remains continuing.
4. Agreement Regarding Incremental Margin. Borrower agrees that the
applicability (or non-applicability) of the Incremental Margin
shall be determined on the basis of the Leverage Ratio (and its
component definitions) as set forth in the Loan Agreement prior to
and without giving effect to the amendment thereto set forth in
this Amendment.
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EXHIBIT 10.5
5. 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.
MIRAGE RESORTS, INCORPORATED
By: ▇▇▇▇▇▇ ▇. ▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇,
Chief Financial Officer
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Administrative
Agent
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
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