ISSUING AND PAYING AGENCY AGREEMENT
July 24, 1997
First Trust of New York, National Association
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attn: Corporate Trust Administration
Re: Mirage Resorts, Incorporated
Commercial Paper Program. Series A
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Ladies and Gentlemen:
This letter (the "Agreement") sets forth the
understanding between you and Mirage Resorts, Incorporated (the
"Company") whereby you have agreed to act (a) as depositary for
the safekeeping of certain Series A commercial paper notes of the
Company which may be issued and sold in the United States
commercial paper market (the "CP Notes"; such CP Notes when
issued in book-entry form being hereinafter referred to as Book-
Entry CP Notes" and when issued in the form of certificated
promissory notes being hereinafter referred to as the
"Certificated CP Notes"), (b) as issuing agent on behalf of the
Company in connection with the issuance of the CP Notes, (c) as
paying agent to undertake certain obligations to make payments in
respect of the CP Notes and (d) as depositary to receive certain
funds on behalf of the Company, as set forth herein. The
aggregate principal amount of CP Notes outstanding at any time
during the term of this Agreement shall not exceed $500,000,000.
Hereafter, at the written request of the Company if it so elects,
you will execute a Letter of Representations (the "Letter of
Representations," which term shall include the Procedures
referred to therein) with the Company and The Depository Trust
Company ("DTC") and a Certificate Agreement (the "Certificate
Agreement") with DTC which establish or will establish, among
other things, the procedures to be followed by you in connection
with the issuance and custody of Book-Entry CP Notes. This
Agreement shall remain in effect from its date of execution until
termination for all other CP Notes issued from this day forward.
This Agreement will govern your rights, powers and
duties as such depositary, issuing agent and paying agent for the
CP Notes and no implied covenants and obligations shall be read
into this Agreement or any other agreement against you.
EXHIBIT 10.1
1. Appointment of Agent.
--------------------
The Company hereby appoints you and you hereby agree
to act, on the terms and conditions specified herein and in
the Letter of Representations and Certificate Agreement, as
depositary issuing and paying agent for the CP Notes. The
CP Notes will be sold through such commercial paper dealers
and/or placement agents as the Company shall have notified
you in writing from time to time (collectively, the "Dealers").
The Dealers currently are Xxxxxx Xxxxxxx & Co. Incorporated,
Credit Suisse First Boston, BancAmerica Securities, Inc. and
Xxxxxxx, Sachs & Co. The Company shall notify you of the names
and addresses of any additional Dealers and shall notify you of
the elimination of any Dealers.
2. Supply of CP Notes.
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(a) The Company will from time to time furnish to your
department that handles commercial paper (the "Commercial Paper
Department") located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx,
Xxx Xxxx, an adequate supply of CP Notes, which shall be Book-
Entry CP Notes and/or Certificated CP Notes, as the Company in
its sole and absolute discretion considers appropriate.
Certificated CP Notes shall be in substantially the form attached
as Exhibit "A" to this Agreement, shall be serially numbered and
shall have been executed by manual or facsimile signature of an
Authorized Representative (as hereafter defined), but shall
otherwise be uncompleted. Book-Entry CP Notes shall be
substantially in the forms attached to the Letter of
Representations and shall be represented by one or more master
notes ("Master Note" or "Master Notes") which shall be executed
by manual or facsimile signature by an Authorized Representative
in accordance with the Letter of Representations .
(b) Each Certificated CP Note or Master Note delivered
to you shall be accompanied by a letter from the Company
identifying the Certificated CP Note or Master Note(s), as the
case may be, transmitted therewith, and you shall acknowledge
receipt of such Certificated CP Note(s) or Master Note(s) on the
copy of such letter or pursuant to some other form of written
receipt deemed appropriate by you at the time of delivery to you
of such Certificated CP Note(s) or Master Note(s). Pending the
issuance of Certificated CP Notes as provided in Section 4
hereof, all Certificated CP Notes and Master Note(s) delivered to
you shall be held by your Commercial Paper Department for the
account of the Company or DTC, as the case may be, for
safekeeping in accordance with your customary practice and the
requirements of the Certificate Agreement.
3. Authorized Representatives.
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(a) With the delivery of this Agreement, the Company
is furnishing to you, and from time to time thereafter may
furnish to you, and shall furnish to you upon your written
request, certificates ("Incumbency Certificates") of a
responsible officer of the Company certifying the incumbency and
specimen signatures of officers or agents of the Company
authorized to execute CP Notes on behalf of the Company by manual
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or facsimile signature and/or to take other action hereunder on
behalf of the Company (each an "Authorized Representative"); such
certificate shall also specify the names of employees of Dealers,
if any, who are authorized to give notices and/or issue
instructions to you as provided herein (a "Dealer
Representative"). Until you receive a subsequent incumbency
certificate of the Company, you are entitled to rely on the last
such certificate delivered to you for purposes of determining the
Authorized Representatives and Dealer Representatives. You shall
not have any responsibility to the Company to determine by whom
or by what means a facsimile signature may have been affixed on
the CP Notes, or to determine whether any facsimile or manual
signature resembles the specimen signature(s) filed with you by a
duly authorized officer of the Company. Any CP Note bearing the
manual or facsimile signature of a person who is an Authorized
Representative on the date such signature is affixed shall be
binding on the Company after the authentication thereof by you
notwithstanding that such person shall have died or shall have
otherwise ceased to hold his office on the date such CP Note is
countersigned or delivered to you.
(b) Upon your receipt of this Agreement, and from time
to time thereafter as you choose, you shall deliver a certificate
(a "Certificate of Designation") certifying the incumbency and
specimen signatures of your designated signers ("Designated
Officers") who are authorized to receipt for and authenticate CP
Notes, and deliver CP Notes. Until the Company shall receive a
subsequent Certificate of Designation, or unless an Authorized
Representative shall have received written notice from you of the
lack of authority of any individual, the Company may rely on the
last such Certificate of Designation delivered to it.
4. Completion; Authentication and Delivery of CP Notes.
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(a) From time to time during the term of this
Agreement and subject to the terms and conditions hereof, upon
your receipt of written, telecopy or telex instructions or notice
transmitted directly to your computers or in such manner as you
then employ as your normal business practice, not later than
12:30 p.m., New York City time, on the date of issuance of
Certificated CP Notes, which shall be a day on which you are open
for business (a "Business Day"), from an Authorized
Representative or a Dealer Representative (in the case of
instructions from an Authorized Representative, a copy of such
instructions shall be sent to the Dealer Representative by said
Authorized Representative) you shall withdraw the respective
Certificated CP Notes from safekeeping and in accordance with the
instructions so received, take the following actions in
accordance with such instructions with respect to each such
Certificated CP Note:
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(i) date each such Certificated CP Note the date
of issuance thereof (which shall be a Business Day) and
insert the maturity date thereof (provided that the
Authorized Representative or Dealer Representative
shall ensure that such date is a Business Day and that
it shall not be more than 270 days from the date of
issue) and the face amount (provided that the
Authorized Representative or the Dealer Representative
shall ensure that such face amount is $250,000 or
integral multiples of $1,000 in excess thereof) thereof
in figures;
(ii) authenticate (by countersigning) each such
Certificated CP Note in the appropriate space provided
thereon; and
(iii) deliver in the Borough of Manhattan
south of Xxxxxxxx Street each such Certified CP Note to
the Dealer, or the consignee, if any, designated by
such Authorized Representative or Dealer Representative
for the account of the Dealer against payment in
immediately available funds of the principal amount of
such CP Note.
(b) In the case of Book-Entry CP Notes, from time to
time during the term of this Agreement and subject to the terms
and conditions hereof, upon your receipt of written, telecopy or
telex instructions or notice transmitted directly to your
computers or in such a manner as you then employ as your normal
business practices, not later than 1:00 p.m., New York City time
on the date of issuance of Book-Entry CP Notes, which shall be a
Business Day, from an Authorized Representative or a Dealer
Representative (in the case of instructions from an Authorized
Representative, a copy of such instructions shall be sent to the
Dealer Representative by said Authorized Representative) you
shall give issuance instructions for the issuance of Book-Entry
CP Notes to DTC in a manner set forth in, and take other actions
as are required by, the Letter of Representations and the
Certificate Agreement. Instructions for the issuance of Book-
Entry CP Notes shall include the following information (given in
accordance with the instruction of the Authorized Representative
or Dealer Representative, as the case may be) with respect to
each Book-Entry CP Note:
(i) the date of issuance of such Book-Entry CP
Note (which shall be a Business Day);
(ii) the maturity date of such Book-Entry CP Note
(provided that the Authorized Representative or Dealer
Representative shall ensure that such date is a
Business Day and that it shall not be more than 270
days from the date of issue); and
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(iii) the face amount (provided that the
Authorized Representative or the Dealer Representative
shall ensure that such face amount is $250,000 or
integral multiples of $1,000 in excess thereof) in
figures.
(c) You shall send a report (by telecopy or other
means permitted hereunder) to the Company on a monthly basis of
your issuance of CP Notes under this Section 4, including the
maturity date and face amount of each CP Note issued.
(d) The Company understands that although you have
been instructed to deliver CP Notes against payment, delivery of
CP Notes will, in accordance with the custom prevailing in the
commercial paper market, be made before receipt of payment in
immediately available funds. Therefore, once you have delivered a
CP Note to a Dealer or its agent as provided herein, the Company
shall bear the risk that a Dealer or its agent fails to remit
payment for the CP Note to you. You shall have no liability to
the Company for any failure or inability on the part of the
Dealer to make payment for CP Notes. Nothing in this Agreement
shall require you to purchase any CP Note or expend your own
funds for the purchase price of a CP Note or CP Notes.
(e) Except as may otherwise be provided in the Letter
of Representations, if at any time the Company instructs you to
cease issuing Certificated CP Notes and to issue only Book-Entry
CP Notes, you agree that all CP Notes will be issued as Book-
Entry CP Notes and that no Certificated CP Notes shall be
exchanged for Book-Entry CP Notes unless and until you have
received written instructions from an Authorized Representative
(any such instructions from a Dealer Representative shall not be
sufficient for this purpose) to the contrary.
(f) It is understood that you are not under any
obligation to assess or review the financial condition or
creditworthiness of any person to or for whose account you
deliver a CP Note pursuant to instructions from an Authorized
Representative or Dealer Representative or to advise the Company
as to the results of any such appraisal or investigation you may
have conducted on your own or of any adverse information
concerning any such person that may in any way have come to your
attention.
(g) It is understood that DTC may request the delivery
of Certificated CP Notes in exchange for Book-Entry CP Notes upon
the termination of DTC's services pursuant to the DTC Letter of
Representations. Accordingly, upon such termination, you are
authorized to complete and deliver Certificated CP Notes in
partial or complete substitution for Book-Entry CP Notes of the
same face amount and maturity as requested by DTC. Upon the
completion or delivery of any such Certificated CP Note, you
shall annotate your records regarding the Master Note with
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respect to such Book-Entry CP Notes to reflect a corresponding
reduction in the face amount of the outstanding Book-Entry CP
Notes. Your authority to so complete and deliver such
Certificated CP Notes shall be irrevocable at all times from the
time a Book-Entry CP Note is purchased until the indebtedness
evidenced thereby is paid in full.
(h) If you shall receive written, telecopy or telex
instructions (confirmed in writing in accordance with this
Agreement) from the Company not to issue or deliver CP Notes,
until revoked in writing or superseded by further written
instructions from the Company, you shall not issue or deliver CP
Notes; provided, however, that, notwithstanding contrary
instructions from the Company. you shall be required to deliver
CP Notes in respect of agreements for the sale of CP Notes
concluded by an Authorized Representative or Dealer
Representative prior to receipt by the Authorized Representative
or Dealer Representative of notice of such instructions from the
Company, which the Authorized Representative or Dealer
Representative shall be required to confirm to you in writing
prior to your delivery of the CP Notes. For purposes of the
preceding provision, you may rely on written notice given or
delivered to you by an Authorized Representative or Dealer
Representative as to whether any particular CP Notes are to be
issued in respect of such agreements concluded by such Authorized
Representative or Dealer Representative, and you shall have no
obligation to make any other or further investigation.
5. Proceeds of Sale of the CP Notes.
-------------------------------------------------
Contemporaneously with the execution and delivery of this
Agreement, and for the purposes of this Agreement, you will
establish an account designated as the Mirage Resorts,
Incorporated Note Account in the Company's name (the "Note
Account"). On each day on which a Dealer or its agent receives CP
Notes (whether through the facilities of DTC in the manner set
forth in the Letter of Representations or by delivery in
accordance with the provisions of this Agreement), all proceeds
received by you in connection with such sale shall be credited in
immediately available funds to the Note Account. From time to
time, upon written instructions received by you from an
Authorized Representative, you agree to transfer immediately
available funds from the Note Account to any bank or trust
company in the United States for the Company's account.
6. Payment of Matured CP Notes.
---------------------------
(a) By 1:00 p.m., New York City time, on the date that
any CP Notes are scheduled to mature, there shall have been
transferred to you for deposit (or otherwise be) in the Note
Account immediately available funds at least equal to the
amount of CP Notes maturing on such date. When any matured CP
Note is presented to you for payment by the holder thereof
(which may, in the case of Book-Entry CP Notes held by you
pursuant to the Certificate Agreement, be DTC or a nominee of
DTC), payment shall be made from and charged to the Note
Account to the extent of funds available in said account.
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(b) Each CP Note presented to you for payment at or
prior to 3:00 p.m., New York City time, on any Business Day at or
after the maturity date of such CP Note shall be paid by you on
the same day as such presentation (or if presented after 3:00
p.m., New York City time, on any such Business Day, then on
the next succeeding Business Day) to the extent of funds
available in the Note Account.
7. Representations and Warranties of the Company.
---------------------------------------------
The Company hereby warrants and represents to you, and
each request to issue CP Notes shall constitute the Company's
continuing warranty and representation, as follows:
(a) This Agreement is, and all CP Notes delivered to
you pursuant to this Agreement will be, duly authorized, executed
and delivered by the Company.
(b) The issuance and delivery of the CP Notes will not
violate any state or federal law and the CP Notes do not require
registration under the Securities Act of 1933, as amended.
(c) This Agreement constitutes and the CP Notes, when
completed, countersigned, and delivered pursuant hereto, will
constitute, the Company's legal, valid and binding obligation,
enforceable against the Company in accordance with their terms,
except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws
affecting the rights of creditors generally and by general
principles of equity.
(d) The Company is a corporation validly existing
under the laws of Nevada and no liquidation, dissolution,
bankruptcy, windup or similar proceedings have been instituted
with respect to the Company.
(e) The Company has, and at all relevant times has
had, all necessary corporate power and authority to execute,
deliver and perform this Agreement and to issue the CP Notes.
(f) All actions on the part of the Company which are
required for the authorization of the issuance of the CP Notes
and for the authorization, execution, delivery and performance
of this Agreement do not require the approval or consent of
any holder or trustee of any indebtedness or obligations
of the Company.
(g) The issuance of CP Notes by the Company (i) does
not and will not contravene any provision of any governmental
law, regulation or rule applicable to the Company, and (ii) does
not and will not conflict with, breach or contravene the
provisions of any contract or other instrument binding upon the
Company.
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8. Reliance on Instructions.
------------------------
Except as otherwise set forth herein, you shall incur
no liability to the Company in acting hereunder upon tele-
phonic or other instructions contemplated hereby which you
reasonably believed in good faith to have been given by an
Authorized Representative or a Dealer Representative, as the
case may be. In the event a discrepancy exists with respect
to such instructions, the telephonic instructions as recorded
by you will be deemed the controlling and proper instructions,
unless such instructions are required by this Agreement to be in
writing or have not been recorded by you as contemplated by the
next sentence. It is understood that all telephonic instruc-
tions shall be recorded by you, and the Company hereby consents
to such recording.
9. Cancellation of CP Notes.
------------------------
You will in due course cancel Certificated CP Note(s)
presented for payment and from time to time return such canceled
Certificated CP Notes to the Company. After payment of any
matured Book-Entry CP Note, you shall annotate your records to
reflect the face amount of Book-Entry CP Notes outstanding in
accordance with the Letter of Representations. Promptly upon
the written request of the Company, you agree to cancel and
return to the Company all unissued Certificated CP Notes in your
possession at the time of such request.
10. Notices; Addresses.
------------------
(a) All communications by or on behalf of the Company
or a Dealer, by telephone or otherwise, relating to the
completion, delivery or payment of the CP Note(s) are to be
directed to your Commercial Paper Department.
(b) Notices and other communications hereunder shall
(except to the extent otherwise expressly provided) be in writing
(which may be by facsimile) and shall be addressed as follows, or
to such other address as the party receiving such notice shall
have previously specified to the party sending such notice:
if to the Company, at:
concerning the daily issuance of CP Notes:
Mirage Resorts, Incorporated
Xxxxx Xxxxxxxxxx Xxxx
Xxx Xxxxx, Xxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, Director of
Investor and Lender Relations
Facsimile No.: (000) 000-0000
Telephone No.: (000)000-0000
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concerning all other matters:
Mirage Resorts, Incorporated
Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
Attention: General Counsel
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
if to you at:
concerning the daily issuance of CP Notes:
First Trust of New York, National Association
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust Administration
Facsimile No.: (000)000-0000
Telephone No.: (000) 000-0000
concerning all other matters:
First Trust of New York, National Association
x00 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxx
Facsimile No.: (000)000-0000
Telephone No.: (000) 000-0000
(c) In any case where it is provided in this
Agreement that a copy of any instruction, demand or other notice
is to be delivered to a Dealer, such copy shall be delivered to
the Dealer at the address set forth below by the same means as
the original thereof shall have been given, provided that the
failure of such copy to be given to any Dealer shall not
invalidate or adversely affect the original thereof:
Dealers:
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
Credit Suisse First Boston Corporation
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
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BancAmerica Securities, Inc.
000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxxxxx Xxxxx
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxx
Facsimile No.: (000) 000-0000
Telephone No.: (000)000-0000
Notices shall be deemed delivered when received at the address
specified above. For purposes of this Section 10, "when received"
shall mean actual receipt (i) of an electronic communication by a
telex machine, telecopier or issuance system specified in or
pursuant to this Agreement; or (ii) of an oral communication by
the person specified in or pursuant to this Agreement; or (iii)
of a written communication hand-delivered at the office specified
in or pursuant to this Agreement.
11. Liability.
---------
Neither you nor your officers, employees or agents
shall be liable for any act or omission hereunder, except in
the case of gross negligence or willful misconduct as described
in Section 12 herein. Your duties and obligations and those of
your officers and employees shall be determined by the express
provisions of this Agreement, the Letter of Representations
and the Certificate Agreement (including the documents referred
to therein), and you and your officers, employees and agents
shall be responsible for the performance of only such duties
and obligations as are specifically set forth herein and
therein, and no implied covenants shall be read into any such
document against you or your officers, employees or agents.
Neither you nor your officers, employees or agents shall be
required to ascertain whether any issuance or sale of CP Note(s)
(or any amendment or termination of this Agreement) has been duly
authorized or is in compliance with any other agreement to which
the Company is a party (whether or not you are a party to such
other agreement).
12. Indemnity.
---------
The Company hereby agrees to indemnify and hold you,
your employees and any of your of officers and agents harmless
from and against, and you shall not be liable for, any and all
losses, liabilities (including liabilities for penalties),
actions, suits, judgments, demands, damages, costs and expenses
of any nature (including, without limitation, interest and
reasonable attorneys' fees, expenses, and the allocable costs
of in-house legal services) arising out of or resulting from
the exercise of your rights and/or the performance of your duties
(or those of your agents and employees) hereunder; provided,
however, that the Company shall not be liable to indemnify
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or pay you with respect to any loss, liability, action, suit,
judgment, demand, damage, cost or expense that results from or is
attributable to your gross negligence or willful misconduct or
that of your officers or employees. The foregoing indemnity
includes, but is not limited to, any action taken or omitted to
be taken by you upon telex, telephonic or other electronically
transmitted instructions (authorized herein) received by you
from, or believed by you in good faith to have been given by, the
proper person or persons. The provisions of this Section 12 shall
survive (i) your resignation or removal hereunder and (ii) the
termination of this Agreement.
13. Termination.
-----------
(a) This Agreement may be terminated at any time by
either you or the Company by 30 days' prior written notice to the
other, provided that you agree to continue acting as issuing and
paying agent hereunder until such time as your successor has been
selected and has entered into an agreement with the Company to
that effect. Such termination shall not affect the respective
liabilities of the parties hereunder arising prior to such
termination. The Issuing and Paying Agency Agreement between the
Company, THE MIRAGE CASINO-HOTEL, Treasure Island Corp..
Bellagio, GNLV, CORP. and MH, INC., as issuers, on the one hand,
and you, as successor issuing and paying agent, on the other
hand, dated November 13. 1995 (the "Prior Agreement"), shall
terminate upon the payment of all CP Notes (as defined in the
Prior Agreement) outstanding upon execution of this Agreement by
the Company and you, except that the provisions of Section 12 of
the Prior Agreement shall survive such termination. Following
execution of this Agreement by the Company and you, no CP Notes
(as defined in the Prior Agreement) shall be issued under the
Prior Agreement.
(b) If no successor has been appointed within 30 days,
you shall have the right to petition a court of competent
jurisdiction for the appointment of a successor issuing and
paying agent. You shall be reimbursed for any and all reasonable
expenses in connection with any such petition and appointment.
(c) Subject to the terms of Section 9, on the Business
Day following the date of termination of this Agreement, you
shall destroy all Certificated CP Notes in your possession and
shall transfer to the Company all funds, if any, then on deposit
in the Note Account. You shall promptly notify the Company of all
Certificated CP Notes so destroyed.
14. Amendments and Modifications.
----------------------------
No amendment, modification or waiver of any provision
of this Agreement, nor any consent to any departure by either
party from any provision hereof binding upon such party, shall
be effective unless the same shall be in writing and signed by
the other party hereto.
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15. Binding Effect; Assignment.
--------------------------
This Agreement shall be binding upon and inure to the
benefit of the parties hereto, their respective successors,
including successors by merger, and assigns; provided, however,
that no party hereto may assign any of its rights or obligations
hereunder, except with the prior written consent of the other
party hereto.
16. GOVERNING LAW.
-------------
(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS MADE AND PERFORMED IN THE STATE OF NEW YORK.
(b) Each party irrevocably and unconditionally submits
to the exclusive jurisdiction of the United States Federal courts
located in the Borough of Manhattan and the courts of the State
of New York located in the Borough of Manhattan.
17. Execution in Counterparts.
-------------------------
This Agreement may be executed in any number of
counterparts; each counterpart, when so executed and delivered,
shall be deemed to be an original; and all of which counterparts,
taken together, shall constitute one and the same agreement.
18. Headings.
--------
Section headings used in this Agreement are for con-
venience of reference only and shall not affect the construction
or interpretation of this Agreement.
19. Compensation and Expenses.
-------------------------
The Company shall pay you from time to time following
the execution of this Agreement compensation for all services
rendered by you hereunder as agreed upon by the Company. To the
extent not inconsistent with such agreement, the Company shall
reimburse you upon your request for all reasonable expenses,
disbursements and advances incurred or made by you in accordance
with any provision of this Agreement (including the reasonable
compensation and the expenses and disbursements of your agents,
counsel and allocated costs of in-house counsel) except any
expense or disbursement attributable to your gross negligence or
willful misconduct.
20. Miscellaneous.
-------------
(a) No provision of this Agreement shall require you
to risk your own funds or otherwise incur any financial liability
in the performance of any of your duties hereunder or in the
exercise of any of your rights and powers hereunder.
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(b) You may consult with legal counsel, and any advice
or written opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken,
suffered or omitted to be taken by you, in the absence of bad
faith, gross negligence or willful misconduct on your part, in
reliance on such advice or opinion.
(c) You make no representation as to, and shall have
no responsibility for, the correctness of any statement made by
or on behalf of the Company contained in, or the validity or
sufficiency of, this Agreement or any documents or instruments
referred to in this Agreement (with respect to the Company) or as
to or for the validity or collectibility of any obligation of the
Company contemplated by this Agreement. You shall not be
accountable for the use or application by any person of
disbursements properly made by you in conformity with the
provisions of this Agreement.
(d) You may rely and shall be protected in acting upon
any document or writing presented to you hereunder and reasonably
believed by you to be genuine and to have been signed and
presented by an authorized person or persons.
If the foregoing is acceptable to you, please indicate
your agreement therewith by signing one or more counterparts of
this Agreement in the space provided below, and returning such
signed counterpart(s) to the Company, whereupon this letter, when
signed by you and the Company, will become a binding agreement
between us.
MIRAGE RESORTS, INCORPORATED
By: XXXXXX X. XXX
-----------------------
Xxxxxx X. Xxx
Chief Financial Officer
Agreed to and Accepted this 24th day of July, 1997.
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
as Issuing and Paying Agent
By: XXXXXX X. XXXX
-----------------------
Name: Xxxxxx X. Xxxx
Title: Trust Officer
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