Exhibit 4(c)
COMMERCIAL PAPER DEALER AGREEMENT
between
CIRCUS CIRCUS ENTERPRISES, INC., as Issuer
and
BANCAMERICA ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Dealer
Concerning Notes to be issued pursuant to an
Issuing and Paying Agency Agreement dated as
of October 9, 1997 between the Issuer and The
Chase Manhattan Bank, as Issuing and Paying
Agent
Dated as of
October 9, 1997
COMMERCIAL PAPER DEALER AGREEMENT
This Commercial Paper Dealer Agreement (the Agreement )
sets forth the understandings between Circus Circus Enterprises,
Inc. (the Issuer ) and BancAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the
Dealer ) in connection with the Dealer s services as the
Issuer s agent, on a non-exclusive basis, to solicit and receive
offers to purchase the Issuer s commercial paper notes.
Section 1. Appointment of Non-Exclusive Agent. The Issuer
hereby appoints the Dealer as its agent on a non-exclusive basis
for the purpose of soliciting and receiving offers to purchase
from the Issuer from time to time its commercial paper notes
issued under the Paying Agency Agreement (as defined), maturing
not later than 270 days from date of issue (the Notes ) in an
aggregate principal amount outstanding not to exceed the amount
authorized from time to time by the Board of Directors of the
Issuer, and the Dealer accepts such appointment, on the terms,
and subject to the conditions, set forth in this Agreement. The
Notes will be issued under an Issuing and Paying Agency Agreement
dated as of October 9, 1997 (the Paying Agency Agreement )
between the Issuer and The Chase Manhattan Bank, as Issuing and
Paying Agent (the Paying Agent ), and will be issued in
denominations of $250,000 and integral multiples of $1,000 in
excess thereof. The Notes may be issued as certificated noted or
as book-entry notes, in each case in accordance with the terms of
the Paying Agency Agreement. The Issuer may sell Notes directly
to the Dealer as principal for resale to others. So long as this
Agreement shall remain in effect the Issuer shall not, without
the consent of the Dealer, offer, solicit or accept offers to
purchase, or sell, any Notes except in transactions with the
Dealer or one or more other dealers each of which is, at the time
it engages in such a transaction with the Issuer, a party to an
agreement with the Issuer that contains provisions substantially
identical to those in Section 3 of this Agreement. The Dealer
acknowledges that the Issuer is entering into such agreements,
each dated as of the date hereof, with ▇▇▇▇▇▇▇ ▇▇▇▇▇ Money
Markets Inc. and Credit Suisse First Boston Corporation, and the
Issuer hereby undertakes to provide the Dealer prompt notice of
any other dealer with which it enters into such an agreement.
Section 2. Issuance and Purchase of the Notes. If the
Dealer and the Issuer shall agree upon the sale of any Notes to
or through the Dealer (including, but not limited to, agreement
with respect to the price, principal amount, maturity and
interest or discount rate thereof), (i) instructions to the
Paying Agent to complete, authenticate and deliver the Notes
shall be given in the manner described in the Paying Agency
Agreement and (ii) the authentication and delivery to the Dealer
of such Notes by the Paying Agent against payment of the purchase
price therefor shall constitute the issuance of such Notes by the
Issuer.
Section 3. Offering of the Notes; Restrictions on Transfer
(a) The Dealer agrees with the Issuer that (i) it will deliver a
Private Placement Memorandum (as hereinafter defined) to each
prospective investor in the Notes upon or prior to the initial
sale of a Note or Notes to such investor, (ii) it will not
solicit offers for, or offer or sell, Notes by any form of
general solicitation or general advertising or in any manner
involving a public offering within the meaning of Section 4(2) of
the Securities Act of 1933, as amended (the Securities Act ),
and Rule 506 thereunder, and (iii) it will solicit offers for
Notes only from, and will offer Notes only to, (x) institutional
investors that it reasonably believes are accredited investors
within the meaning of Rule 501(a) under the Securities Act or
(y) persons that it reasonably believes are qualified
institutional buyers, as defined in Rule 144A under the
Securities Act ( QIBs ), and, in either case, who, in purchasing
Notes, may be deemed to have represented and agreed as provided
in paragraphs (1) through (7) of Section 3(c).
(b) Offers and sales of the Notes by the Issuer
through the Dealer acting as agent for the Issuer shall be
subject to the restrictions described in a legend appearing as
part of the Private Placement Memorandum used in connection with
such offers and sales and on each certificated note offered and
sold pursuant to this Agreement . Such legend shall appear in
substantially the form set forth in Section 3(c)(6) of this
Agreement.
(c) Each Private Placement Memorandum shall contain
paragraphs in substantially the following form:
Each purchaser of a Note will be deemed to have
represented and agreed as follows:
(1) It understands that the Notes are being issued
only in transactions not involving any public
offering within the meaning of the Securities Act;
(2) It is (A) an institutional investor which is an
Accredited Investor, as defined in Rule 501(a)
of Regulation D under the Securities Act (an
Institutional Accredited Investor ), or a bank,
as defined in Section 3(a)(2) of the Securities
Act, or a savings and loan association or other
institution of the type referred to in Section
3(a)(5)(A) of the Securities Act, that is acting
as a fiduciary in purchasing the Notes for the
account of an Institutional Accredited Investor,
which has such knowledge and experience (or, if
such Institutional Accredited Investor is acting
as a fiduciary, it is a fiduciary with sole
investment discretion having such knowledge and
experience) in financial and business matters that
it is capable (whether acting for its own account
or in such fiduciary capacity) of evaluating the
merits and risks of investing in such Notes, has
had access to such information as it deems
necessary in order to make an informed investment
decision and is not purchasing the Notes with a
view to, or for sale in connection with, any
distribution; or (B) in the case of sales of Notes
pursuant to Rule 144A under the Securities Act, a
qualified institutional buyer, as defined in
Rule 144A under the Securities Act (a QIB ), or a
QIB purchasing the Notes on behalf of one or more
other QIBs;
(3) If in the future it (or any other investor or any
other fiduciary or agent representing it) decides
to sell such Notes prior to maturity, said Notes
will be sold only in a transaction exempt from
registration under the Securities Act in a minimum
amount of $250,000 and only (i) to the Issuer or
to the Dealer or another dealer authorized by the
Issuer (each, an Authorized Dealer ), none of
which shall have any obligation to acquire such
Notes, (ii) through an Authorized Dealer to an
institutional investor approved by such Authorized
Dealer as an Institutional Accredited Investor or
a QIB or (iii) to a QIB pursuant to Rule 144A
under the Securities Act;
(4) It understands that, although the Dealer (or any
other Authorized Dealer) or the Issuer may
repurchase Notes, none of such entities is
obligated to do so, and, accordingly, the
purchaser (or any such other investor) should be
prepared to hold the Notes until maturity;
(5) It acknowledges that the Notes sold to it by the
Dealer may be sold to it pursuant to Rule 144A
under the Securities Act;
(6) It understands that any Notes issued in a
certificated form will bear a legend substantially
as follows:
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE ACT ),
AND OFFERS AND SALES THEREOF MAY BE MADE ONLY IN
COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT. BY ITS
ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED
TO REPRESENT THAT IT HAS BEEN AFFORDED AN
OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO THE
ISSUER AND THE NOTES, THAT IT IS NOT ACQUIRING
SUCH NOTE WITH A VIEW TO ANY DISTRIBUTION THEREOF
AND THAT IT IS (A) AN INSTITUTION WHICH (i) IS AN
ACCREDITED INVESTOR WITHIN THE MEANING OF RULE
501(a) UNDER THE ACT (AN INSTITUTIONAL ACCREDITED
INVESTOR ) OR IS A BANK, AS DEFINED IN SECTION
3(a)(2) OF THE ACT, OR A SAVINGS AND LOAN
ASSOCIATION OR OTHER INSTITUTION OF THE TYPE
REFERRED TO IN SECTION 3(a)(5)(A) OF THE ACT THAT
IS ACTING AS A FIDUCIARY OR AGENT PURCHASING NOTES
FOR ONE OR MORE ACCOUNTS EACH OF WHICH IS AN
INSTITUTIONAL ACCREDITED INVESTOR AND (ii)
POSSESSES SUCH KNOWLEDGE AND EXPERIENCE (OR IS A
FIDUCIARY OR AGENT WITH SOLE INVESTMENT DISCRETION
HAVING SUCH KNOWLEDGE AND EXPERIENCE) IN FINANCIAL
AND BUSINESS MATTERS THAT IT (OR SUCH FIDUCIARY OR
AGENT) IS CAPABLE OF EVALUATING THE MERITS AND
RISKS OF INVESTING IN SUCH NOTE, OR (B) A
QUALIFIED INSTITUTIONAL BUYER ( QIB ) WITHIN THE
MEANING OF RULE 144A UNDER THE ACT WHICH IS
ACQUIRING NOTES FOR ITS OWN ACCOUNT OR FOR ONE OR
MORE ACCOUNTS, EACH OF WHICH IS A QIB; AND THE
PURCHASER ACKNOWLEDGES THAT THE SELLER MAY RELY
UPON THE EXEMPTION FROM THE REGISTRATION
PROVISIONS OF SECTION 5 OF THE ACT PROVIDED BY
RULE 144A. BY ITS ACCEPTANCE OF A NOTE, THE
PURCHASER SHALL ALSO BE DEEMED TO AGREE THAT ANY
RESALE OR OTHER TRANSFER THEREOF WILL BE MADE ONLY
(A) IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE ACT, EITHER (1) TO THE ISSUER OR TO
BANCAMERICA ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ OR ANOTHER PERSON
DESIGNATED BY THE ISSUER AS A PLACEMENT AGENT FOR
THE NOTES (COLLECTIVELY, THE PLACEMENT AGENTS ),
NONE OF WHICH SHALL HAVE ANY OBLIGATION TO ACQUIRE
SUCH NOTE, (2) THROUGH A PLACEMENT AGENT TO AN
INSTITUTIONAL ACCREDITED INVESTOR OR A QIB, OR (3)
TO A QIB PURSUANT TO RULE 144A OF THE ACT, AND (B)
IN MINIMUM AMOUNTS OF $250,000;
and
(7) It has received the Private Placement Memorandum
relating to the offering of the Notes and has had
full opportunity (i) to ask questions and receive
answers concerning the terms and conditions of the
offering made pursuant to such Private Placement
Memorandum and (ii) to request from the Issuer and
to review, and has received, all additional
information necessary to verify the accuracy of
the information contained in such Private
Placement Memorandum or incorporated therein by
reference that the Issuer could provide without
unreasonable effort or expense.
(d) The Issuer represents and agrees that the proceeds
of the sale of the Notes are not currently contemplated to be
used for the purpose of buying, carrying or trading securities
within the meaning of Regulation T and the interpretations
thereunder by the Board of Governors of the Federal Reserve
System. In the event that the Issuer determines to use such
proceeds for the purpose of buying, carrying or trading
securities, whether in connection with an acquisition of another
company or otherwise, the Issuer shall give the Dealer at least
five business days prior written notice to that effect.
Thereafter, in the event that the Dealer purchases Notes as
principal and does not resell such Notes on the day of such
purchase, to the extent necessary to comply with Regulation T and
the interpretations thereunder, the Dealer will sell such Notes
only to offerees it reasonably believes to be QIBs or to QIBs it
reasonably believes are acting for other QIBs, in each case in
accordance with Rule 144A.
Section 4. Representations and Warranties. The Issuer
represents and warrants to and agrees with the Dealer as of the
date hereof, as of each date on which the Dealer solicits offers
to purchase Notes, as of each date on which the Issuer accepts an
offer to purchase Notes (including any purchase by the Dealer as
principal), as of each date the Issuer issues and delivers Notes
and as of each date the Private Placement Memorandum is amended
or supplemented, as follows (it being understood that such
representations, warranties and agreements shall be deemed to
relate to the Private Placement Memorandum as amended or
supplemented to each such date):
(a) The Issuer has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the
State of Nevada and has full power and authority to execute,
deliver and perform this Agreement. The Issuer has full power
and authority to execute, deliver and perform its obligations
under the Notes and the Paying Agency Agreement.
(b) The Notes have been duly authorized by the Issuer
and, when executed and authenticated in accordance with the
provisions of the Paying Agency Agreement and delivered to and
paid for by the purchasers thereof, will be entitled to the
benefits of the Paying Agency Agreement and will be valid and
binding obligations of the Issuer, enforceable against the Issuer
in accordance with their respective terms, except that (i) the
enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws now or hereafter in
effect relating to or affecting creditors rights generally, (ii)
rights of acceleration and the availability of equitable remedies
may be limited by equitable principles of general applicability,
(iii) rights to indemnity and contribution may be limited by
state or federal laws relating to securities or by the policies
underlying such laws and (iv) no representation, warranty or
agreement is made with respect to any purported waivers of rights
or defenses.
(c) This Agreement has been duly authorized, executed
and delivered by the Issuer.
(d) The Paying Agency Agreement has been duly
authorized, executed and delivered by the Issuer and, assuming
the due authorization, execution and delivery by the Paying
Agent, is a valid and binding agreement of the Issuer,
enforceable against the Issuer in accordance with its terms,
except that (i) the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar
laws now or hereafter in effect relating to or affecting
creditors rights generally, (ii) rights of acceleration and the
availability of equitable remedies may be limited by equitable
principles of general applicability, (iii) rights to indemnity
and contribution may be limited by state or federal laws relating
to securities or by the policies underlying such laws and (iv) no
representation, warranty or agreement is made with respect to any
purported waivers of rights or defenses.
(e) The execution and delivery by the Issuer of, and
the performance by the Issuer of its obligations under, this
Agreement, the Notes and the Paying Agency Agreement will not
contravene any provision of applicable law or the Articles of
Incorporation or Bylaws of the Issuer or any agreement or other
instrument binding upon the Issuer or any of its subsidiaries
that is material to the Issuer and its subsidiaries, taken as a
whole, or any judgment, order or decree of any governmental body,
agency or court having jurisdiction over the Issuer or any
subsidiary of the Issuer, the contravention of which would have a
material adverse effect on the business of the Issuer and its
subsidiaries, taken as a whole, and no consent, approval,
authorization or order of or qualification with any governmental
body or agency is required for the performance by the Issuer of
its obligations under this Agreement, the Notes and the Paying
Agency Agreement, except such as may be required by the
securities or Blue Sky laws of the various states in connection
with the offer and sale of the Notes.
(f) The issuance and sale of the Notes under the
circumstances contemplated hereby and by the Paying Agency
Agreement do not require registration of the Notes under the
Securities Act, pursuant to the exemption from registration
contained in Section 4(2) thereof and the regulations promulgated
thereunder and do not require compliance with any provision of
the Trust Indenture Act of 1939, as amended.
(g) The Issuer is not an investment company or an
entity controlled by an investment company as such terms are
defined in the Investment Issuer Act of 1940, as amended.
(h) There has not occurred any material adverse
change, or any development involving a prospective material
adverse change, in the condition, financial or otherwise, or in
the earnings, business or operations of the Issuer and its
subsidiaries, taken as a whole, from that set forth in the
Private Placement Memorandum (as defined), and the information
contained in the Private Placement Memorandum, including the
information in the documents incorporated by reference or
referred to therein, when read in its entirety, with each
statement being deemed to be modified or superseded to the extent
it is modified or superseded by any statement in a subsequently
dated document constituting part of the Private Placement
Memorandum, does not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make
the statements made, in the light of the circumstances under
which they were made, not misleading.
(i) The Notes satisfy the requirements set forth in
Rule 144A(d)(3) under the Securities Act.
Section 5. Agreements. The Issuer agrees with the Dealer
as follows:
(a) The Issuer will promptly deliver to the Dealer
copies of all (i) filings by the Issuer with the Securities and
Exchange Commission and any United States securities exchange on
which securities of the Issuer are listed and (ii) all material
information generally supplied by the Issuer to its shareholders
or by the Issuer to any of Standard & Poor s Ratings Group,
▇▇▇▇▇ s Investors Service, Inc. or Duff & ▇▇▇▇▇▇ Credit Rating
Co. (collectively, the Rating Agencies ).
(b) The Issuer will provide to the Dealer as soon as
practicable a Private Placement Memorandum containing business
and financial information concerning the Issuer and a description
of the Notes which (with any amendments or supplements provided
by the Issuer) may be used by the Dealer in connection with the
sale of the Notes until the Issuer provides the Dealer with an
updated or revised memorandum (such Private Placement Memorandum,
together with any amendments or supplements thereto, including
information incorporated therein by reference, if any, is herein
referred to as the Private Placement Memorandum ).
(c) If, at any time when the Dealer is offering Notes
or any Notes are outstanding, any event occurs or condition
exists as a result of which the Private Placement Memorandum as
then amended or supplemented would include an untrue statement of
a material fact, or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances in
which they were made not misleading, or if, in the opinion of the
Issuer, it is necessary at any time to amend or supplement the
Private Placement Memorandum as then amended or supplemented to
comply with applicable law, the Issuer will notify the Dealer as
promptly as practicable and, in any event, prior to any
subsequent issuance of Notes, will prepare and furnish to the
Dealer a revision or supplement to the Private Placement
Memorandum satisfactory in all material respects to the Dealer,
that will correct such statement or omission or effect such
compliance.
(d) The Issuer will, whether or not any sale of Notes
is consummated, pay all reasonable out-of-pocket expenses
incurred by the Dealer incident to the performance of its
obligations under this Agreement, the Notes and the Paying Agency
Agreement, including, without limitation, reasonable fees and
expenses of the Dealer s counsel.
(e) The Issuer will notify the Dealer promptly in
writing of any downgrading, or of the Issuer s receipt of any
notice of any intended or potential downgrading or of any review
for a possible change that does not indicate the direction of the
possible change, in the rating accorded any of the Issuer s
securities by any of the Rating Agencies.
(f) The Issuer agrees promptly from time to time to
take such action as the Dealer may reasonably request to qualify
the Notes for offer and sale under the securities or Blue Sky
laws of such jurisdictions as the Dealer may reasonably request
and to maintain such qualifications for as long as the Dealer
shall reasonably request. The Issuer also agrees to reimburse
the Dealer for any reasonable fees or costs (including reasonable
out-of-pocket fees and disbursements of counsel) incurred in so
qualifying the Notes.
(g) The Issuer will not sell, offer for sale or
solicit offers to buy or otherwise negotiate in respect of any
security (as defined in the Securities Act) which could be
integrated with the sale of the Notes in a manner which would
require the registration under the Securities Act of the offer
and sale of such Notes.
(h) The Issuer will not solicit any offer to buy or
offer to sell Notes by means of any form of general solicitation
or general advertising, within the meaning of Rule 502(c) under
the Securities Act or otherwise, including: (x) any
advertisement, article, notice or other communication published
in any newspaper, magazine or similar media or broadcast over
television or radio; and (y) any seminar or meeting whose
attendees have been invited by any general solicitation or
general advertising.
(i) The Issuer will furnish to the Dealer such
additional information as you may reasonably request.
(j) At any time when the Issuer is not subject to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the Issuer shall make available, upon request, to any
holder, beneficial owner or prospective purchaser of any Notes
the information required to be delivered to such persons pursuant
to Rule 144A(d)(4) under the Securities Act and will furnish to
the Dealer, upon its request, copies of such information.
Section 6. Indemnity and Contribution. The Issuer agrees
to (i) indemnify and hold harmless the Dealer and each person, if
any, who controls the Dealer within the meaning of either Section
15 of the Securities Act or Section 20 of the Securities Exchange
Act of 1934, as amended (the Dealer and each such other person
are collectively referred to in this Section 6 as the
Indemnified Party ), from and against any and all losses,
claims, damages and liabilities arising out of or caused by any
untrue statement or alleged untrue statement of a material fact
contained in the Private Placement Memorandum (as amended or
supplemented if the Issuer shall have furnished any amendments or
supplements thereto), or arising out of or caused by any omission
or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading, and (ii) reimburse the Indemnified Party for all
reasonable out-of-pocket expenses (including reasonable counsel
fees) as they are incurred by the Indemnified Party in connection
with investigating or defending any such loss, claim, damage or
liability. The foregoing indemnity and reimbursement obligation
shall not apply in respect of any statement in or omission from
the Private Placement Memorandum (as so amended or supplemented)
based on information pertaining to the Dealer furnished in
writing to the Issuer by the Dealer, or on behalf of the Dealer.
The Issuer shall not, without the Indemnified Party s prior
written consent, effect any settlement of any pending or
threatened proceeding in respect of which the Indemnified Party
is or could have been a party and indemnity could have been
sought hereunder by the Indemnified Party, unless such settlement
(i) includes an unconditional release of the Indemnified Party
from all liability on claims that are the subject matter of such
proceeding and for which indemnity could have been sought
hereunder and (ii) does not include a statement as to or an
admission of fault, culpability or failure to act, by or on
behalf of the Indemnified Party. If the indemnification provided
for in this Section 6 is unavailable or insufficient in respect
of any losses, claims, damages or liabilities referred to herein,
then the Indemnified Party, on the one hand, and the Issuer, on
the other hand, shall contribute to the amount paid or payable by
the Indemnified Party as a result of such losses, claims, damages
or liabilities in such proportion as is appropriate to reflect
the relative benefits received by the Dealer, on the one hand,
and the Issuer, on the other hand, or, if such allocation is not
permitted by applicable law, to reflect not only the relative
benefits referred to above but also the relative fault of each of
the parties and any other relevant equitable considerations.
Section 7. Payment and Delivery. (a) Payment for Notes
sold to or through the Dealer pursuant to this Agreement shall be
made by the Dealer in immediately available funds payable to the
Paying Agent for the account of the Issuer in such manner and at
such time as provided in the Paying Agency Agreement, at the
offices of the Paying Agent. Delivery of Notes sold to or
through the Dealer hereunder shall be made against payment of the
purchase price therefor by the Paying Agent to the Dealer through
the facilities of The Depository Trust Company or in definitive
form payable to the purchaser (and in such denominations as may
reasonably be requested by the Dealer) by 2:15 p.m. New York time
on the date agreed upon for delivery.
(b) In the event the Issuer shall direct the Paying
Agent to cease issuing Notes, the Paying Agent shall be
instructed by the Issuer to issue such Notes as the Dealer shall
certify were sold within sixty (60) minutes after the Dealer s
receipt of written notice of such cessation and for which the
Dealer had the prior agreement of the Issuer pursuant to Section
1 of this Agreement. The Dealer agrees upon receipt of any such
cessation notice to immediately cease effecting transactions in
Notes; provided, however, that this provision shall have no
effect with respect to Notes purchased by the Dealer as principal
from the Issuer.
Section 8. Conditions of the Dealer s Obligation. If the
Dealer and the Issuer shall agree upon the sale of any Notes
pursuant to Section 1 of this Agreement, the Dealer s obligation
to purchase Notes as principal and the obligation of any other
purchaser to purchase Notes will be subject to the accuracy of
the representations and warranties on the part of the Issuer
herein and to the performance and observance by the Issuer of all
agreements herein contained on its part to be performed and
observed (in the case of the Dealer s obligation to solicit
offers to purchase Notes, at the time of such solicitation, and,
in the case of the Dealer s or any other purchaser s obligation
to purchase Notes, at the time the Issuer accepts the offer to
purchase such Notes and at the time of purchase).
(b) The following documents shall have been delivered
or telecopied to the Dealer at or prior to the execution of this
Agreement and, if provided by telecopy, followed by prompt
delivery of such documents:
(i) an executed copy of the Paying Agency
Agreement;
(ii) a certified copy of resolutions of the Board
of Directors of the Issuer authorizing (a) the issuance
of the Notes and (b) the execution and delivery of this
Agreement and the Paying Agency Agreement; and
(iii) opinions of counsel to the Issuer
substantially in the forms previously consented to by
the Dealer
Section 9. Notices. All communications hereunder will be
in writing and effective only on receipt, and, if sent to the
Dealer, will be mailed, delivered or telecopied and confirmed to
BancAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Money Market
Finance #8826 (telecopy number: 415-622-3429), or, if sent to
the Issuer, will be mailed, delivered, or telecopied and
confirmed to the Issuer at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
and Chief Financial Officer (telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇),
or to either of the foregoing parties, or their successors, at
such other address as such party or successor may designate from
time to time by notice duly given in accordance with the terms of
this Section 9 to the other party hereto.
Section 10. Amendments; Successors. (a) This Agreement
may be amended or supplemented if, but only if, such amendment or
supplement is in writing and is signed by the Issuer and the
Dealer. This Agreement is not assignable by either party hereto
without the written consent of the other party.
(b) This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors
and the controlling persons referred to in Section 6 and the
purchasers of Notes (to the extent expressly provided in Section
8), and no other person will have any right or obligation
hereunder.
(c) The Issuer will give you notice of any proposed
cancellation, amendment, supplement, waiver or consent to or
under the Paying Agency Agreement at least seven (7) days prior
to the effective date thereof.
Section 11. Termination. This Agreement may be terminated
at any time by either party hereto upon the giving of written
notice of such termination to the other party hereto, but without
prejudice to any rights, obligations or liabilities of either
party hereto accrued or incurred prior to such termination. If
this Agreement is terminated, the provisions of Sections 4, 5(d),
5(f), 5(g) and 6 shall survive and continue in full force and
effect.
Section 12. Prior Agreements. This Agreement shall
supersede any other agreement between the Issuer and the Dealer
relating to the subject matter of this Agreement, and upon the
execution of this Agreement by the Issuer and the Dealer any such
prior agreement shall be of no further force and effect.
Section 13. Governing Law. This Agreement shall be
governed by and construed in accordance with the internal laws of
the State of New York.
Section 14. Counterparts. This Agreement may be signed in
any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were
upon the same instrument.
Section 15. Headings. The headings of the sections of this
Agreement have been inserted for convenience of reference only
and shall not be deemed a part of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the 9th day of October, 1997.
CIRCUS CIRCUS ENTERPRISES, INC., as Issuer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
President and Chief Financial Officer
BANCAMERICA ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Dealer
By: /s/ ▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Associate Director
