EXHIBIT 10(b)
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GUARANTY
dated as of October 30, 1998
of
CIRCUS CIRCUS ENTERPRISES, INC.
in favor of
FIRST SECURITY BANK, NATIONAL ASSOCIATION
and
CERTAIN OTHER PERSONS
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GUARANTY
This GUARANTY (this "GUARANTY"), dated as of October 30, 1998, of
CIRCUS CIRCUS ENTERPRISES, INC., a Nevada corporation (the "GUARANTOR"), is made
in favor of FIRST SECURITY BANK, NATIONAL ASSOCIATION, in both its individual
capacity and as trustee (the "TRUSTEE"), and certain other Persons now or
hereafter identified as certificate purchasers (the "CERTIFICATE PURCHASERS") in
the Lease described below. Capitalized terms used herein and not otherwise
defined shall have the meaning assigned to such term in the Lease Intended as
Security, dated as of October 30, 1998, entered into among Trustee, Circus
Circus Leasing, Inc., a Nevada corporation, as Lessee, Circus Circus
Enterprises, Inc., a Nevada corporation, the Lead Arranger and Agents identified
therein, and the Certificate Purchasers (the "LEASE"), unless the context
otherwise requires.
WHEREAS, Guarantor is the direct beneficial owner of not less than 78%
of the issued and outstanding capital stock of Lessee;
AND WHEREAS, Trustee and the other "Beneficiaries" (as defined below)
are unwilling to enter into the Lease and other Operative Documents unless
Guarantor executes this Guaranty and, as an inducement to Trustee and such other
Beneficiaries, Guarantor is entering into this Guaranty and the guaranty
provided for herein;
AND WHEREAS, it is in the best interest of Guarantor to execute this
Guaranty inasmuch as Guarantor will derive substantial direct and indirect
benefits from the transactions contemplated by the Lease.
NOW, THEREFORE, Guarantor covenants and agrees as follows:
SECTION 1. GUARANTY. Guarantor, as primary obligor and not as surety,
hereby unconditionally and irrevocably guarantees to Trustee and each other
Indemnitee and their respective successors and permitted assigns
(individually, a "BENEFICIARY" and, collectively, the "BENEFICIARIES") as
their respective interests may appear: (a) the due, punctual and full
payment by Lessee of all amounts (including, without limitation, amounts
payable as damages in case of default and all such amounts which would become
due but for the operation of the automatic stay under Section 362(a) of the
United States Bankruptcy Code, 11 U.S.C. Section 362(a) and the operation of
Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C.
502(b) and Section 506(b)) to be paid by Lessee in accordance with the Lease
and/or any other Operative Document to which Lessee is or is to be a party
whether such obligations now exist or arise hereafter, as and when the same
shall become due and payable in accordance with the terms thereof; and (b)
the due, prompt and faithful performance when due of, and compliance with,
all other obligations, covenants, terms, conditions and undertakings of
Lessee contained in the Lease or any and all other Operative Documents to
which Lessee is or is to be a party in accordance with the terms thereof
(such obligations referred to in clauses (a) and (b) above being hereinafter
called the "OBLIGATIONS"). Guarantor further agrees to pay any and all
reasonable costs and expenses (including reasonable fees and disbursements of
counsel) that may be paid or incurred by any
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Beneficiary in collecting any Obligations and/or in preserving or enforcing any
rights under this Guaranty or under the Obligations.
The Guaranty is a guaranty of payment, performance and compliance and
not of collectability, is in no way conditioned or contingent upon any attempt
to collect from or enforce performance or compliance by Lessee or upon any other
event, contingency or circumstance whatsoever, and shall be binding upon and
against Guarantor without regard to the validity or enforceability of the Lease
or any other Operative Document.
If for any reason whatsoever Lessee shall fail or be unable duly,
punctually and fully to pay such amounts as and when the same shall become due
and payable or to perform or comply with any such obligation, covenant, term,
condition or undertaking when due to be performed or observed, in each case, in
accordance with the Operative Documents, Guarantor will immediately pay or cause
to be paid such amounts to the Person or Persons entitled to receive the same
(according to their respective interests) under the terms of the Operative
Documents, as appropriate, or perform or comply with any such obligation,
covenant, term, condition or undertaking or cause the same to be performed or
complied with, together with interest on any amount due and owing from the date
the same shall have become due and payable to the date of payment.
SECTION 2. GUARANTOR'S OBLIGATIONS UNCONDITIONAL. The covenants and
agreements of Guarantor set forth in this Guaranty shall be primary
obligations of Guarantor, and such obligations shall be continuing, absolute
and unconditional, shall not be subject to any counterclaim, setoff,
deduction, diminution, abatement, recoupment, suspension, deferment,
reduction or defense (other than full and strict compliance by Guarantor with
its obligations hereunder or the full and strict compliance by Lessee of all
of the Obligations), whether based upon any claim that Lessee, Guarantor, or
any other Person may have against any Beneficiary or any other Person or
otherwise, and shall remain in full force and effect without regard to, and
shall not be released, discharged or in any way affected by, any circumstance
or condition whatsoever (whether or not Guarantor or Lessee shall have any
knowledge or notice thereof) including, without limitation:
(a) Any amendment, modification, addition, deletion, supplement or
renewal to or of or other change in the Obligations or any Operative Document
or any of the agreements referred to in any thereof, or any other instrument
or agreement applicable to any Operative Document or any of the parties to
such agreements, or to the Equipment, or any assignment, mortgage or transfer
thereof or of any interest therein, or any furnishing or acceptance of
additional security for, guaranty of or right of offset with respect to, any
of the Obligations; or the failure of any security or the failure of any
Beneficiary to perfect or insure any interest in any collateral;
(b) Any failure, omission or delay on the part of Lessee or any
Beneficiary to conform or comply with any term of any instrument or agreement
referred to in CLAUSE (a) above;
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(c) Any waiver, consent, extension, indulgence, compromise, release
or other action or inaction under or in respect of any instrument, agreement,
guaranty, right of offset or security referred to in CLAUSE (a) above or any
obligation or liability of Lessee or any Beneficiary, or any exercise or
non-exercise by any Beneficiary of any right, remedy, power or privilege
under or in respect of any such instrument, agreement, guaranty, right of
offset or security or any such obligation or liability;
(d) Any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation or similar proceeding with respect to
Lessee, any Beneficiary or any other Person or any of their respective
properties or creditors, or any action taken by any trustee or receiver or by
any court in any such proceeding;
(e) Any limitation on the liability or obligations of any Person
under the Lease or any other Operative Document, the Obligations, any
collateral security for the Obligations or any other guaranty of the
Obligations or any discharge, termination, cancellation, frustration,
irregularity, invalidity or unenforceability, in whole or in part, of any of
the foregoing, or any other agreement, instrument, guaranty or security
referred to in CLAUSE (a) above or any term of any thereof;
(f) Any defect in the title, compliance with specifications,
condition, design, operation or fitness for use of, or any damage to or loss
or destruction of, or any interruption or cessation in the use of any of the
Equipment by Lessee or any other Person for any reason whatsoever (including,
without limitation, any governmental prohibition or restriction,
condemnation, requisition, seizure or any other act on the part of any
governmental or military authority, or any act of God or of the public enemy)
regardless of the duration thereof (even though such duration would otherwise
constitute a frustration of a lease), whether or not resulting from accident
and whether or not without fault on the part of Lessee or any other Person;
(g) Any merger or consolidation of Lessee or Guarantor into or with
any other corporation or any sale, lease or transfer of any of the assets of
Lessee or Guarantor to any other Person;
(h) Any change in the ownership of any shares of capital stock of
Lessee or any corporate change in Lessee; or
(i) Any other occurrence or circumstance whatsoever, whether
similar or dissimilar to the foregoing and any other circumstance that might
otherwise constitute a legal or equitable defense or discharge of the
liabilities of a guarantor or surety or that might otherwise limit recourse
against Guarantor.
The obligations of Guarantor set forth herein constitute the full
recourse obligations of Guarantor enforceable against it to the full extent of
all its assets and properties, notwithstanding any provision in any agreements
limiting the liability of any Beneficiary or any other Person.
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SECTION 3. WAIVER AND AGREEMENT. Guarantor waives any and all notice of
the creation, renewal, extension or accrual of any of the Obligations and
notice of or proof of reliance by any Beneficiary upon this Guaranty or
acceptance of this Guaranty, and the Obligations, and any of them, shall
conclusively be deemed to have been created, contracted or incurred in
reliance upon this Guaranty. Guarantor unconditionally waives, to the extent
permitted by law: (a) acceptance of this Guaranty and proof of reliance by
any Beneficiary hereon; (b) notice of any of the matters referred to in
SECTION 2 hereof, or any right to consent or assent to any thereof; (c) all
notices that may be required by statute, rule of law or otherwise, now or
hereafter in effect, to preserve intact any rights against Guarantor,
including without limitation, any demand, presentment, protest, proof or
notice of nonpayment under the Lease or any other Operative Document, and
notice of default or any failure on the part of Lessee to perform and comply
with any covenant, agreement, term or condition of the Lease or any other
Operative Document; (d) EXCEPT to the extent expressly provided in SECTION 4,
any right to the enforcement, assertion or exercise against Lessee of any
right, power, privilege or remedy conferred in the Lease or any other
Operative Document or otherwise; (e) any requirement of diligence on the part
of any Person; (f) any requirement of any Beneficiary to take any action
whatsoever, to exhaust any remedies or to mitigate the damages resulting from
a default by any Person under the Lease or any other Operative Document; (g)
EXCEPT as otherwise required by law, any notice of any sale, transfer or
other disposition by any Person of any right under, title to or interest in
the Lease, any other Operative Document or any of the Equipment; (h) any and
all benefits under California Civil Code Sections 2787 through 2855
(inclusive), 2899 and 3433 and California Code of Civil Procedure Sections
580a, 580b, 580d and 726; (i) any law which provides that the obligation of a
surety or guarantor must neither be larger in amount nor in other respects
more burdensome than that of the principal or which reduces a surety's or
guarantor's obligation in proportion to the principal obligation; (j) any
failure of any Beneficiary to file or enforce a claim in any bankruptcy or
other proceeding with respect to any Person; (k) the election by any
Beneficiary, in any bankruptcy proceeding of any Person, of the application
or non-application of Section 1111(b)(2) of the Bankruptcy Code; (l) any
extension of credit or the grant of any Lien under Section 364 of the
Bankruptcy Code; (m) any use of cash collateral under Section 363 of the
Bankruptcy Code; (n) any agreement or stipulation with respect to the
provision of adequate protection in any bankruptcy proceeding of any Person;
(o) the avoidance of any Lien in favor of any Beneficiary for any reason; (p)
any bankruptcy, insolvency, reorganization, arrangement, readjustment of
debt, liquidation or dissolution proceeding commenced by or against any
Person, including any discharge of, or bar or stay against collecting, all or
any of the Obligations (or any interest thereon) in or as a result of any
such proceeding; (q) to the extent permitted in paragraph 40.495(4) of the
Nevada Revised Statutes ("NRS"), the benefits of the one-action rule under
NRS Section 40.430, or (r) any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge, release or defense of a
guarantor or surety, or that might otherwise limit recourse against Guarantor.
Guarantor represents and warrants to the Beneficiaries that it has
established adequate means of obtaining from Lessee and the Sublessees, if any,
on a continuing basis, financial and other information pertaining to the
businesses, operations and condition (financial and otherwise) of each of Lessee
and any such Sublessees and their properties, and Guarantor now is and hereafter
will be completely familiar with the businesses, operations and condition
(financial and otherwise) of each of Lessee and any such Sublessees and their
properties.
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Guarantor hereby expressly waives and relinquishes any duty on the part of any
Beneficiary (should any such duty exist) to disclose to Guarantor any matter,
fact or thing related to the businesses, operations or condition (financial or
otherwise) of any Lessee or any Sublessee or such party's properties, whether
now known or hereafter known by any Beneficiary during the life of this
Guaranty. With respect to any of the Obligations, no Beneficiary need inquire
into the powers of Lessee or any Sublessee or the officers or employees acting
or purporting to act on such party's behalf, and all Obligations made or created
in good faith reliance upon the professed exercise of such power shall be
guarantied hereby.
Guarantor agrees that this Guaranty shall be automatically reinstated
if and to the extent that for any reason any payment by or on behalf of Lessee
is rescinded or must be otherwise restored by any of the Beneficiaries, whether
as a result of any proceedings in bankruptcy or reorganization or otherwise.
Guarantor further agrees that, without limiting the generality of this
Guaranty, if an Event of Default shall have occurred and be continuing and
Trustee is prevented by applicable law from exercising its remedies under the
Lease, Trustee shall be entitled to receive hereunder from Guarantor, upon
demand therefor, the sums which would have otherwise been due from Lessee had
such remedies been exercised.
SECTION 4. WAIVER OF SUBROGATION. Guarantor hereby irrevocably waives
any claim or other rights which it may now or hereafter acquire against
Lessee that arise from the existence, payment, performance or enforcement of
Guarantor's obligations under this Guaranty or any other Operative Document,
including any right of subrogation, reimbursement, exoneration, or
indemnification, any right to participate in any claim or remedy of the
Beneficiaries against Lessee or any Collateral which Trustee, on behalf of
the Certificate Purchasers, now has or hereafter acquires, whether or not
such claim, remedy or right arises in equity, or under contract, statute or
common law, including the right to take or receive from Lessee, directly or
indirectly, in cash or other property or by set-off or in any manner, payment
or security on account of such claim or other rights, in each case, unless
and until the Obligations shall have been fully and finally paid in cash and,
in the case of a bankruptcy or insolvency of Lessee, one year has elapsed
from the date the Obligations shall have been fully and finally paid in cash.
If any amount shall be paid to Guarantor in violation of the preceding
sentence and the Obligations shall not have been fully and finally paid in
cash, such amount shall be deemed to have been paid to Guarantor for the
benefit of, and held in trust for, the Beneficiaries, and shall forthwith be
paid to Trustee to be credited and applied pursuant to the terms of the
Lease. Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by the Lease and that
the waiver set forth in this SECTION 4 is knowingly made in contemplation of
such benefits. Guarantor hereby absolutely, unconditionally and irrevocably
waives and agrees not to assert or take advantage of any defense based upon
an election of remedies by Trustee, including an election to proceed by
non-judicial rather than judicial foreclosure, which destroys or impairs any
right of subrogation of Guarantor or the right of Guarantor to proceed
against any Person for reimbursement or both.
SECTION 5. RIGHTS OF THE BENEFICIARIES. This Guaranty is made for the
benefit of, and shall be enforceable by, each Beneficiary as its interest may
appear.
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SECTION 6. TERM OF GUARANTY AGREEMENT. This Guaranty and all guaranties,
covenants and agreements of Guarantor contained herein shall continue in full
force and effect and shall not be discharged until such time as all the
Obligations shall be fully and finally paid in full in cash and all the
agreements of Lessee and Guarantor hereunder and under the Lease and the
other Operative Documents shall have been duly performed. If, as a result of
any bankruptcy, dissolution, reorganization, insolvency, arrangement or
liquidation proceedings (or proceedings similar in purpose or effect) or if
for any other reason, any payment received by any Beneficiary in respect of
the Obligations is rescinded or must be returned by such Beneficiary, this
Guaranty shall continue to be effective as if such payment had not been made
and, in any event, as provided in the preceding sentence.
SECTION 7. REPRESENTATIONS AND WARRANTIES OF GUARANTOR. As of the date
hereof and each Delivery Date, Guarantor hereby represents and warrants to
Trustee and each of the Beneficiaries on and as of the Closing Date:
(a) CORPORATE EXISTENCE AND POWER. Guarantor is a
corporation duly incorporated, validly existing and in good standing under
the laws of the State of Nevada, and has all corporate powers and all
material governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted.
(b) CORPORATE AND GOVERNMENTAL AUTHORIZATION, ETC. The
execution, delivery and performance by Guarantor of this Guaranty and the
performance, on behalf of Lessee or in accordance with the terms hereof, of
the Lease and each other Operative Documents, are within the corporate powers
of Guarantor, have been duly authorized by all necessary corporate action,
requires no action by or in respect of, or filing with, any governmental
body, agency or official and do not contravene, or constitute a default
under, any provision of applicable law or regulation or of the certificate of
incorporation or by-laws of Guarantor or of any agreement, judgment,
injunction, order, decree or other instrument binding upon Guarantor or any
of its Subsidiaries or result in the creation or imposition of any Lien on
any asset of Guarantor or any of its Subsidiaries. This Guaranty has been or
will be duly executed and delivered by Guarantor.
(c) BINDING EFFECT. This Guaranty constitutes a legal, valid
and binding agreement of Guarantor and when executed and delivered in
accordance with the term hereof will constitute legal, valid and binding
obligations of Guarantor, EXCEPT as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium and similar
laws affecting the enforcement of creditor's rights generally and by general
equitable principles.
(d) FINANCIAL INFORMATION.
(i) The consolidated balance sheet of Guarantor and
its Subsidiaries as of January 31, 1998 and the related consolidated
statements of operations, cash flows and stockholders' equity for the
fiscal year then ended, reported on by Xxxxxx Xxxxxxxx LLP and set
forth in Guarantor's Form 10-K for the fiscal year ended January 31,
1998, a copy of which has been delivered to each
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of the Certificate Purchasers, fairly present, in conformity with
Generally Accepted Accounting Principles, the consolidated financial
position of Guarantor and its Subsidiaries as of such date and their
consolidated results of operations and cash flows for such fiscal
year.
(ii) Since January 31, 1998 there has been no
material adverse change in the business, financial position, results
of operations or prospects of Guarantor and its Subsidiaries,
considered as a whole.
(e) LITIGATION. There is no action, suit or proceeding
pending against, or to the knowledge of Guarantor threatened against or
affecting, Guarantor or any of its Subsidiaries before any court or
arbitrator or any governmental body, agency or official in which there is a
significant possibility of an adverse decision which could constitute a
Material Adverse Effect or, in any event, which in any manner draws into
question the validity of this Guaranty or any other Operative Document.
(f) ENVIRONMENTAL MATTERS. In the ordinary course of its
business, Guarantor conducts an ongoing review of the effect of Environmental
Laws on the business, operations and properties of Guarantor and its
Subsidiaries, in the course of which it identifies and evaluates associated
liabilities and costs (including any capital or operating expenditures
required for clean-up or closure of properties presently or previously owned,
any capital or operating expenditures required to achieve or maintain
compliance with environmental protection standards imposed by law or as a
condition of any license, permit or contract, any related constraints on
operating activities, including any periodic or permanent shutdown of any
facility or reduction in the level of or change in the nature of operations
conducted thereat and any actual or potential liabilities to third parties,
including employees, and any related costs and expenses). On the basis of
this review, Guarantor has reasonably concluded that Environmental Laws are
unlikely to have a Material Adverse Effect.
(g) TAXES. Guarantor and its Subsidiaries have filed all
United States Federal and state income tax returns and all other material tax
returns which are required to be filed by them and have paid all taxes due
pursuant to such returns or pursuant to any assessment received by Guarantor
or any Subsidiary, OTHER THAN taxes contested in good faith by Guarantor or
such Subsidiary pursuant to a Permitted Contest. The charges, accruals and
reserves on the books of Guarantor and its Subsidiaries in respect of taxes
or other governmental charges are, in the opinion of Guarantor, adequate.
(h) NOT AN INVESTMENT COMPANY. Guarantor is not an
"investment company" within the meaning of the Investment Company Act of
1940, as amended.
(i) FULL DISCLOSURE. All written information heretofore
furnished by Guarantor to Trustee, Administrative Agent or any Certificate
Purchaser for purposes of or in connection with this Guaranty or any other
Operative Document or any transaction contemplated hereby or thereby is, and
all such written information hereafter furnished by Guarantor to Trustee,
Administrative Agent or any Certificate Purchaser will be, true and accurate
in all material respects on the date as of which such information is stated
or certified. Guarantor has disclosed
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to the Certificate Purchasers in writing any and all facts (EXCLUDING matters
relating to the economy in general) which materially and adversely affect or may
so affect (to the extent Guarantor can now reasonably foresee), the business,
financial position or results of operations of Guarantor and its Subsidiaries,
taken as a whole, or the ability of Guarantor to perform its obligations under
this Guaranty.
(j) YEAR 2000. Any reprogramming and/or replacement required
to permit the proper functioning, in and following the year 2000, of (i) the
computer systems of Guarantor and its Subsidiaries and (ii) equipment
containing embedded microchips (INCLUDING systems and equipment supplied to
Guarantor and its Subsidiaries by others or with which the systems of
Guarantor and its Subsidiaries interface) and the testing of all such systems
and equipment, as so reprogrammed and/or replaced, will be completed in all
material respects by June 30, 1999. The aggregate cost to Guarantor and its
Subsidiaries of such reprogramming, replacement and testing, and of the
reasonably foreseeable consequences of the year 2000 to Guarantor and its
Subsidiaries resulting from reprogramming errors and the failure of others'
systems or equipment, cannot reasonably be expected to have a Material
Adverse Effect. EXCEPT for such of the reprogramming and/or replacement
referred to in the preceding sentence as may be necessary, the computer and
management information systems of Guarantor and its Subsidiaries are and,
with ordinary course upgrading, replacement and maintenance, will continue
for the term of this Guaranty to be, sufficient to permit Guarantor and its
Subsidiaries to conduct their respective businesses without the occurrence of
a Material Adverse Effect.
(k) MANDALAY BAY PROJECT. Guarantor and its Subsidiaries
have taken such action as reasonably necessary to cause the previously
disclosed subsidence of the Mandalay Bay Project to stabilize to acceptable
levels in accordance with the project's design and, as of the date hereof,
Guarantor has received written information from one or more nationally
reputable engineering firms that indicates such subsidence has stabilized to
acceptable levels in accordance with the project's design.
SECTION 8. COVENANTS OF GUARANTOR. Guarantor covenants and agrees with
each Beneficiary that, so long as this Guaranty shall remain in effect, it
shall comply with all of the covenants specified in SECTION 13.2 of the Lease.
SECTION 9. NOTICES, ETC. All notices, demands, requests, consents,
approvals and other instruments hereunder shall be in writing and shall be
deemed to have been properly given if given as provided for in SECTION 18.5
of the Lease to Guarantor at the address set forth below the signature of
Guarantor on the signature page hereof, or such other address as may
hereafter be furnished by Guarantor to all Beneficiaries in accordance with
SECTION 18.5 of the Lease.
SECTION 10. SEVERABILITY OF THIS GUARANTY. In case any provisions of
this Guaranty or any application thereof shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions and statements and any other application thereof shall not in any
way be affected or impaired thereby. To the extent permitted by law,
Guarantor hereby waives any provision of law that renders any term or
provision hereof invalid or unenforceable in any respect.
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SECTION 11. MISCELLANEOUS. THIS GUARANTY SHALL IN ALL RESPECTS BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN
SUCH STATE, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
This Guaranty shall be binding upon Guarantor and its successors, transferees
and assigns and inure to the benefit of and be enforceable by the respective
successors, permitted transferees, and permitted assigns of the
Beneficiaries, PROVIDED, HOWEVER, that Guarantor may not assign any of its
obligations hereunder without the prior written consent of Trustee (acting at
the direction of all Certificate Purchasers) EXCEPT pursuant to a transaction
permitted by SECTION 13.2(e) of the Lease). The table of contents and
headings in this Guaranty are for purposes of reference only, and shall not
limit or otherwise affect the meaning hereof. This Guaranty constitutes the
entire agreement and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof.
SECTION 12. TERMINATION. Subject to the provisions of SECTION 6 above,
this Guaranty shall remain in full force and effect until the date on which
all Obligations of Guarantor hereunder shall have been satisfied by full and
final payment in cash and performance in full.
[remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be
executed as of the date first above written.
CIRCUS CIRCUS ENTERPRISES, INC.,
a Nevada corporation
By XXXXX XXXXXXXXX
Name: Xxxxx X. Xxxxxxxxx
Title: President, CFO, Treasurer
ADDRESS:
0000 Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
Fax: (000) 000-0000
Attn: Xxxxx X. Xxxxxxxxx
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TABLE OF CONTENTS
Page
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SECTION 1. Guaranty. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 2. Guarantor's Obligations Unconditional . . . . . . . . . . . . 2
SECTION 3. Waiver and Agreement. . . . . . . . . . . . . . . . . . . . . 4
SECTION 4. Waiver of Subrogation . . . . . . . . . . . . . . . . . . . . 5
SECTION 5. Rights of the Beneficiaries . . . . . . . . . . . . . . . . . 5
SECTION 6. Term of Guaranty Agreement. . . . . . . . . . . . . . . . . . 6
SECTION 7. Representations and Warranties of Guarantor . . . . . . . . . 6
(a) Corporate Existence and Power . . . . . . . . . . . . . . . . 6
(b) Corporate and Governmental Authorization, etc.. . . . . . . . 6
(c) Binding Effect. . . . . . . . . . . . . . . . . . . . . . . . 6
(d) Financial Information . . . . . . . . . . . . . . . . . . . . 6
(e) Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . 7
(f) Environmental Matters . . . . . . . . . . . . . . . . . . . . 7
(g) Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(h) Not an Investment Company . . . . . . . . . . . . . . . . . . 7
(i) Full Disclosure . . . . . . . . . . . . . . . . . . . . . . . 7
(j) Year 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(k) Mandalay Bay Project. . . . . . . . . . . . . . . . . . . . . 8
SECTION 8. Covenants of Guarantor. . . . . . . . . . . . . . . . . . . . 8
SECTION 9. Notices, etc. . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 10. Severability of this Guaranty . . . . . . . . . . . . . . . . 8
SECTION 11. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 12. Termination . . . . . . . . . . . . . . . . . . . . . . . . . 9
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