EXHIBIT 4(a)
INSTRUMENT OF JOINDER
THIS INSTRUMENT OF JOINDER ("Joinder") is executed as of May 23,
1998, by Mandalay Corp., a Nevada Corporation ("Joining Party"), and
delivered to Bank of America National Trust and Savings Association, as
Administrative Agent, pursuant to the Subsidiary Guaranty dated as of May 23,
1997 made by Circus Circus Casinos, Inc., Slots-A-Fun, Inc., Edgewater Hotel
Corporation, Colorado Belle Corp., New Castle Corp., Ramparts, Inc., Circus
Circus Mississippi, Inc., Pinkless, Inc., New Way, Inc., Circus Circus
Development Corp., Galleon, Inc., M.S.E. Investments, Incorporated, Last
Chance Investments, Incorporated, Goldstrike Investments, Incorporated,
Diamond Gold, Inc., Oasis Development Company, Inc., Goldstrike Finance
Company, Inc., Railroad Pass Investment Group, Xxxx Development Company, Xxxx
Development West, Nevada Landing Partnership, Gold Strike L.V., Xxxx
Development North, Lakeview Gaming Partnerships Joint Venture, (each a
"Guarantor" collectively "Guarantors") in favor of the Administrative Agent
and the Banks (the "Guaranty"). Terms used but not defined in this Joinder
shall have the meanings defined for those terms in the Guaranty.
RECITALS
(a) The Guaranty was made by the Guarantors in favor of the
Administrative Agent for the benefit of the Banks that are parties to that
certain Amended and Restated Loan Agreement dated as of May 23, 1997, by and
among Circus Circus Enterprises, Inc., a Nevada corporation, ("Borrower"),
the Banks, Managing Agents and Co-Agents referred to therein, and Bank of
America National Trust and Savings Association, as the Administrative Agent
for the Banks.
(b) Joining Party has become a Significant Subsidiary of
Borrower, and as such is required pursuant to Section 5.10 of the Loan
Agreement to become a Guarantor.
(c) Joining Party expects to realize direct and indirect benefits
as a result of the availability to Borrower of the credit facilities under
the Loan Agreement.
1
NOW THEREFORE, Joining Party agrees as follows:
AGREEMENT
(1) By this Joinder, Joining Party becomes a "Guarantor" under
and pursuant to Section 18 of the Guaranty. Joining Party agrees that, upon
its execution hereof, it will become a Guarantor under the Guaranty with
respect to all Guaranteed Obligations of Borrower as defined in the Guaranty
heretofore and hereafter incurred under the Loan Documents, and will be bound
by all terms, conditions, and duties applicable to a Guarantor under the
Guaranty.
(2) The effective date of this Joinder is May 31, 1998.
"Joining Party"
MANDALAY CORP., a Nevada corporation
By: Xxxxx Xxxxxxxxx
-------------------------------
Title: President
-------------------------------
ACKNOWLEDGED:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Administrative Agent
By: Xxxxxx Xxxxxxx
------------------------
Title: Vice President
------------------------
2
