ISSUING AND PAYING AGENCY AGREEMENT
November 13, 1995
BankAmerica National Trust Company
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Corporate Trust Division
Re: Mirage Resorts, Incorporated Commercial
Paper Program
Ladies and Gentlemen:
This letter (the "Agreement") sets forth the
understanding between you, on the one hand, and Mirage
Resorts, Incorporated (the "Company") and THE MIRAGE
CASINO-HOTEL, Treasure Island Corp., Bellagio, GNLV, CORP.
and MH, INC., each of which is a direct or indirect wholly
owned subsidiary of the Company (collectively, the "Co-
Issuing Subsidiaries" and, together with the Company, the
"Issuers"), on the other hand, whereby you have agreed to
act (a) as depositary for the safekeeping of certain notes
of the Issuers 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 Issuers 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 Issuers, as set
forth herein. Hereafter, at the written request of the
Issuers if they so elect, you will execute a Letter of
Representations (the "Letter of Representations", which
term shall include the Procedures referred to therein)
with the Issuers 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 4.1
1. APPOINTMENT OF AGENT. The Issuers hereby
appoint 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 acting for itself and on
behalf of the Co-Issuing Subsidiaries shall have notified
you in writing from time to time (collectively, the
"Dealers"). The Dealers currently are Xxxxxx Xxxxxxx &
Co. Incorporated, CS First Boston Corporation and BA
Securities, Inc. The Company acting for itself and on
behalf of the Co-Issuing Subsidiaries shall notify you of
the names and addresses of any additional Dealers and
shall notify you of the elimination of any Dealers. For
purposes of this Agreement, the Company will act for
itself and on behalf of the Co-Issuing Subsidiaries.
2. SUPPLY OF CP NOTES.
(a) The Company will from time to time furnish
to your department that handles commercial paper (the
"Commercial Paper Department") located at One World Trade
Center, New York, New York, 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, as the case may be, identifying the Certificated
CP Note or Master Note(s) 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 Issuers 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.
(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
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certifying the incumbency and specimen signatures of
officers or agents of the Issuers authorized to execute CP
Notes on behalf of the Issuers by manual or facsimile
signature and/or to take other action hereunder on behalf
of the Issuers (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 Issuers 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 Issuers. 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 Issuers
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. Each Co-Issuing
Subsidiary hereby authorizes the Company to designate one
or more Authorized Representatives to take any action
hereunder (including, without limitation, to execute and
deliver, or cause to be executed and delivered, CP Notes)
on behalf of such Co-Issuing Subsidiary pursuant to one or
more Incumbency Certificates of a responsible officer of
the Company.
(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.
(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
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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:
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 $150,000 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 Certificated
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 $150,000 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 Issuers understand 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 Issuers 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 Issuers 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 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
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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 Issuers' names
(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
Issuers' accounts.
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
ISSUERS. The Issuers hereby warrant and represent to you,
and each request to issue CP Notes shall constitute the
Issuers' 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 Issuers.
(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 Issuers' legal,
valid and binding obligations enforceable against the
Issuers 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) Each Issuer 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 any Issuer.
(e) The Issuers have, and at all relevant times
have 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 Issuers
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 any Issuer.
(g) The issuance of CP Notes by the Issuers (i)
does not and will not contravene any provision of any
governmental law, regulation or rule applicable to any
Issuer, and (ii) does not and will not conflict with,
breach or contravene the provisions of any contract or
other instrument binding upon any Issuer.
8. RELIANCE ON INSTRUCTIONS. Except as
otherwise set forth herein, you shall incur no liability
to the Issuers in acting hereunder upon telephonic or
other instructions contemplated hereby which you
reasonably believed in good faith to have been given by an
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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 instructions shall be
recorded by you and the Issuers hereby consent 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
Issuers 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 or any other Issuer, at:
concerning the daily issuance of CP Notes:
Mirage Resorts, Incorporated
0000 Xxxxx Xxxxxxxxxx Xxxx
Xxx Xxxxx, Xxxxxx 00000
Attention: Xxxxxxx X. Xxxxx,
Senior Financial Analyst
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
concerning all other matters:
Mirage Resorts, Incorporated
0000 Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
Attention: General Counsel
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
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if to you at:
concerning the daily issuance of CP Notes:
BankAmerica National Trust Company
Xxx Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust Division
Commercial Paper Department
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
concerning all other matters:
BankAmerica National Trust Company
Xxx Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
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 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx XxXxxxxxx
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
Or, if after November 13, 1995, to
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Manager - Continuously Offered
Products
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
CS First Boston Corporation
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
BA Securities, Inc.
000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxx
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
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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 any
Issuer is a party (whether or not you are a party to such
other agreement).
12. INDEMNITY. The Issuers hereby agree, jointly
and severally, to indemnify and hold you, your employees
and any of your 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 Issuers
shall not be liable to indemnify 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.
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13. TERMINATION.
(a) This Agreement may be terminated at any time by
either you or the Issuers 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 Issuers to that effect. Such
termination shall not affect the respective liabilities of
the parties hereunder arising prior to such termination.
(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 Issuers 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.
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.
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18. HEADINGS. Section headings used in this
Agreement are for convenience 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 duties
hereunder or in the exercise of any of your rights and
powers hereunder.
(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 any Issuer contained in, or the
validity or sufficiency of, this Agreement or any
documents or instruments referred to in this Agreement
(with respect to any Issuer) or as to or for the validity
or collectibility of any obligation of any Issuer
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
Issuers, will become a binding agreement among us.
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Mirage Resorts, THE MIRAGE CASINO-HOTEL
Incorporated
By:/s/ Xxxxxx X. Xxx
By:/s/ Xxxxxx X. Xxx Name: Xxxxxx X. Xxx
Name: Xxxxxx X. Xxx Title: Assistant Treasurer
Title: Chief Financial Officer
Treasure Island Corp. Bellagio
By:/s/ Xxxxxx X. Xxx By:/s/ Xxxxxx X. Xxx
Name: Xxxxxx X. Xxx Name: Xxxxxx X. Xxx
Title: Treasurer Title: Assistant Treasurer
GNLV, CORP. MH, INC.
By:/s/ Xxxxxx X. Xxx By:/s/ Xxxxxx X. Xxx
Name: Xxxxxx X. Xxx Name: Xxxxxx X. Xxx
Title: Treasurer Title: Treasurer
Agreed to and Accepted this 13th day of November, 1995.
BankAmerica National Trust Company
as Issuing and Paying Agent
By:/s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Trust Officer
13
