AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AGREEMENT
This Amendment No. 3 (the "Amendment") to Amended and Restated Loan
Agreement dated as of December 17, 1998 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, and an Amendment No. 2 dated as of June 19, 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 Administrative 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. Amendment to Leverage Ratio. Section 6.6 of the Loan Agree-
ment is hereby amended to read in full as follows:
"6.6 Leverage Ratio. Permit the Leverage Ratio, as of the
last day of any Fiscal Quarter described below, to be greater
than the ratio set forth opposite that Fiscal Quarter:
Fiscal Quarter Ratio
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Fiscal Quarters ending during the
period from Closing Date through
and including December 31, 1997 4.00 to 1.00
Fiscal Quarters ending March 31,
1998 and June 30, 1998 5.00 to 1.00
Fiscal Quarters ending September
30, 1998 and December 31, 1998 5.85 to 1.00
Fiscal Quarter ending March 31, 1999 5.00 to 1.00
Later Fiscal Quarters 4.00 to 1.00."
2. Supplemental Leverage Fee. In consideration of the execution
of this Amendment, Borrower hereby agrees that (a) if the Leverage
Ratio exceeds 5.00 to 1.00 as of the last day of any of the three
calendar month periods ending December 31, 1998, January 31, 1999 or
February 28, 1999, or (b) if the Leverage Ratio exceeds 4.00 to 1.00
as of the last day of any of the three calendar month periods ending
EXHIBIT 10.75
March 31, 1999, April 30, 1999 or May 31, 1999, then Borrower shall
pay a supplemental leverage fee to the Banks in an amount equal to the
average daily principal amount of the Obligations during the calendar
month ending on each such date times 10 basis points divided by 12.
The supplemental leverage fee required by this Section shall be
payable on the last day of the calendar month immediately following
each month in which the Leverage Ratio exceeds the levels described in
this Section and shall be paid to the Administrative Agent for the
account of the Banks in accordance with their respective Pro Rata
Shares.
3. Calculation of Leverage Ratio for Supplemental Leverage Fee;
Reporting. It is agreed that the Leverage Ratio as of the last day of
January, February, April and May, 1999, shall be calculated for the
three calendar month period ending on each such date, as if each such
period were a Fiscal Quarter of Borrower. The calculation of the
Leverage Ratio as of these dates shall be solely for the purpose of
determining the applicability of the fee described in Section 2 of
this Amendment, and the failure of Borrower to achieve a particular
Leverage Ratio as of such dates shall not constitute a covenant
violation under the Loan Agreement. Borrower hereby agrees to deliver,
as promptly as reasonably practicable and in any event by the end of
the calendar month immediately following each such date, a calculation
of the Leverage Ratio as of such dates in detail reasonably satis-
factory to the Administrative Agent.
4. 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.
5. 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.
6. Confirmation. In all other respects, the terms of the Loan
Agreement and the other Loan Documents are hereby confirmed.
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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: XXXXXX X. XXX
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Xxxxxx X. Xxx, Chief Financial Officer
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Administrative Agent
By: XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx, Vice President
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CONSENT OF BANK
This Consent of Bank is delivered by the undersigned Bank 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, and an Amendment No. 2 dated as of June 19, 1998,
the "Loan Agreement") among Mirage Resorts, Incorporated, a Nevada
corporation ("Borrower"), the Banks, Co-Arrangers, Co-Agents and Docu-
mentation Agent referred to therein, and Bank of America National
Trust and Savings Association, as Administrative Agent. Capitalized
terms used herein are used with the meanings set forth for those terms
in the Loan Agreement.
The undersigned hereby consents to the execution and delivery of
the proposed Amendment No. 3 to the Loan Agreement by the Administra-
tive Agent, substantially in the form of the draft presented to the
undersigned.
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[Name of Bank]
By:
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Title:
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