AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AGREEMENT
This Amendment No. 2 (the "Amendment") to Amended and Restated Loan
Agreement dated as of June 19, 1998 is entered into with reference to the
Amended and Restated Loan Agreement dated as of March 7, 1997 (as
heretofore amended by an Amendment No. 1 dated as of September 19, 1997,
the "Loan Agreement") among Mirage Resorts, Incorporated, a Nevada corpor-
ation ("Borrower"), the Banks, Co-Arrangers, Co-Agents and Documentation
Agent referred to therein, and Bank of America National Trust and Savings
Association, as Administrative Agent. Capitalized terms used herein are
used with the meanings set forth for those terms in the Loan Agreement.
Borrower and the Administrative Agent (acting with the consent of the
Requisite Banks) agree as follows:
1. AMENDMENTS TO CERTAIN DEFINITIONS. The following definitions in
Section 1.1 of the Loan Agreement are hereby amended to read in full as
follows:
"ADJUSTED EBITDA" means, with respect to any fiscal period,
EBITDA for that fiscal period PLUS any Adjustment Amount for that
fiscal period PLUS, if positive, Monte Carlo Distributable Cash for
that fiscal period.
"ANNUALIZED ADJUSTED EBITDA" means, as of the last day of each
Fiscal Quarter, (a) Adjusted EBITDA for the fiscal period consisting
of that Fiscal Quarter and the three immediately preceding Fiscal
Quarters plus (b) with respect to any such fiscal period in which
Bellagio, Beau Rivage or any New Venture (whichever is applicable,
herein the "Project") is open for business for at least one (1) full
Fiscal Quarter but less than four (4) full Fiscal Quarters, such
amount as is necessary to reflect the annualization of Adjusted EBITDA
attributable to the Project using the following conventions: (i) if
the Project has been open for business for one (1) full Fiscal
Quarter,the Project's Adjusted EBITDA for that Fiscal Quarter shall be
multiplied by four, (ii) if the Project has been open for business for
two (2) full Fiscal Quarters, the Project's Adjusted EBITDA for those
Fiscal Quarters shall be multiplied by two and (iii) if the Project
has been open for business for three (3) full Fiscal Quarters, the
Project's Adjusted EBITDA for those Fiscal Quarters shall be
multiplied by four-thirds (4/3), plus (c) without duplication, to the
extent that Boardwalk Casino is a Subsidiary of Borrower as of the
last day of that Fiscal Quarter and is then open for business, the
Exhibit 10.2
EBITDA of Boardwalk Casino for the fiscal period consisting of that
Fiscal Quarter and the three immediately preceding Fiscal Quarters
(determined in the same manner as if it had been a Subsidiary of
Borrower for that entire fiscal period).
"AVERAGE QUARTERLY TOTAL DEBT" means, as of the last day of each
Fiscal Quarter, the average of the principal amounts of the out-
standing Total Debt on the last day of each of the calendar months
comprising such Fiscal Quarter, minus (in the case of the Fiscal
Quarters ending June 30, 1998 and September 30, 1998) the Escrow
Amount as of the last day of that Fiscal Quarter.
"NET INCOME" means, with respect to any fiscal period, the con-
solidated net income of Borrower and its Subsidiaries for that period,
determined in accordance with Generally Accepted Accounting Princi-
ples, consistently applied; PROVIDED THAT any net income or net loss
of Victoria Partners shall not be included in the calculation of Net
Income.
2. NEW DEFINITIONS. Section 1.1 of the Loan Agreement is further
amended to add the following terms thereto:
"ATLANDIA" means Atlandia Design and Furnishings, Inc., a New
Jersey corporation which is a wholly-owned Subsidiary of Borrower.
"BOARDWALK CASINO" means Boardwalk Casino, Inc., a Nevada
corporation.
"ESCROW AGREEMENT" means the Escrow Fund Agreement dated as of
October 10, 1997 among CoreStates Bank, N.A., the South Jersey Trans-
portation Authority, the State of New Jersey (acting through the New
Jersey Department of Transportation), and Atlandia.
"ESCROW AMOUNT" means, as of each date of determination, the
amount, not to exceed $101,000,000, which is equal to the funds main-
tained by Atlandia on that date in the escrow established by the
Escrow Agreement, provided that if prior to October 1, 1998, Borrower
or any of its Subsidiaries enter into any amendment, modification or
waiver of the terms of the Escrow Agreement or Road Development Agree-
ment which would adversely affect their termination rights thereunder,
the Escrow Amount shall be zero.
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"MONTE CARLO DISTRIBUTABLE CASH" means, for any period,
Borrower's allocable portion of (a) the net income of Victoria
Partners for that period, PLUS (b) any extraordinary loss reflected in
such net income, MINUS (c) any extraordinary gain reflected in such
net income, plus (d) without duplication, the aggregate amount of
federal and state taxes on or measured by income of Victoria Partners
for that period (whether or not payable during that period), PLUS (e)
depreciation, amortization and all other non-cash expenses of Victoria
Partners for that period, MINUS (f) the aggregate amount of all
scheduled payments of principal made by Victoria Partners during that
period with respect to borrowed money, in each case as determined in
accordance with Generally Accepted Accounting Principles, and, in the
case of item (d), only to the extent deducted in the determination of
such net income for that period.
"ROAD DEVELOPMENT AGREEMENT" means the Road Development Agreement
dated as of January 10, 1997 among the State of New Jersey (acting
through the New Jersey Department of Transportation), the South Jersey
Transportation Authority and Borrower, as heretofore amended.
3. CONDITION PRECEDENT. This effectiveness of this Amendment shall
be conditioned upon the receipt by the Administrative Agent of written
consents hereto executed by the Requisite Banks.
4. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants
to the Administrative Agent and the Banks that, as of the date of this
Amendment:
(a) Pursuant to the terms of the Escrow Agreement, Borrower and
its Subsidiaries shall become entitled to the unconditional return of
the Escrow Amount in the event that Borrower and its Subsidiaries
have not obtained the Casino Project Permits contemplated by Section
12.1.7.2 of the Road Development Agreement by October 31, 1998; and
(b) no Default or Event of Default has occurred and remains
continuing.
5. AGREEMENT RE INCREMENTAL MARGIN. Borrower agrees that the
applicability (or non-applicability) of the Incremental Margin shall be
determined on the basis of the Leverage Ratio (and its component
definitions) as set forth in the Loan Agreement as originally executed,
and without giving effect to any of the amendments thereto set forth
herein or in Amendment No. 1 to the Loan Agreement.
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6. CONFIRMATION. In all other respects, the terms of the Loan
Agreement and the other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, Borrower and the Administrative Agent have
executed this Amendment as of the date first written above by their duly
authorized representatives.
MIRAGE RESORTS, INCORPORATED
By: XXXXXX X. XXX
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Xxxxxx X. Xxx, Chief Financial Officer
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as Administrative Agent
By: XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx, Vice President
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