Quarterly Report — Form 10-Q
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report 25± 113K
2: EX-4 Instrument Defining the Rights of Security Holders 2± 11K
3: EX-4 Instrument Defining the Rights of Security Holders 12± 46K
4: EX-4 Instrument Defining the Rights of Security Holders 12± 46K
5: EX-4 Instrument Defining the Rights of Security Holders 12± 46K
6: EX-4 Instrument Defining the Rights of Security Holders 10± 40K
7: EX-4 Instrument Defining the Rights of Security Holders 5± 18K
8: EX-4 Instrument Defining the Rights of Security Holders 2 16K
9: EX-4 Instrument Defining the Rights of Security Holders 223± 754K
10: EX-10 Material Contract 58± 228K
11: EX-27 Financial Data Schedule (Pre-XBRL) 1 7K
EX-4 — Instrument Defining the Rights of Security Holders
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Exhibit 4(g)
GRID PROMISSORY NOTE
For value received, Circus Circus Enterprises, Inc. (The
"Borrower"), a Nevada corporation, promises to pay to the order
of Lyon Short Term Funding Corp. (the "Lender"), in lawful money
of the United States of America at the office of the Lender, the
principal amount of each Advance ("Advance") endorsed on the
schedule of schedules attached hereto as Exhibit A (the
"Schedules") on the maturity date of such Advance as shown in the
applicable Schedule, provided that the failure to so endorse
shall not affect the obligations of the Borrower to the Lender,
and to pay, at said principal office, interest on the unpaid
balance of the principal amount of such Advance from and
including the date of such Advance (as shown in the applicable
Schedule) to such maturity date at the rate per annum in respect
of such Advance quoted by the Lender and agreed to by the
undersigned and specified in the applicable Schedule, such
interest to be payable on the maturity date of each Advance.
Interest shall be calculated on the basis of a year of 360 days
and actual days elapsed. Each request by the Borrower for an
Advance shall constitute a representation and warranty by the
Borrower, as of the making of such and Advance and after giving
effect to the application of the proceeds therefrom, that this
Note is the legal, binding and enforceable obligation of the
Borrower (except to the extent that enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting the endorsement of creditors'
rights generally and be the effect of general principles of
equity regardless of whether enforceability is considered in a
proceeding in equity or at law). The Borrower shall have no
right to prepay any unpaid principal amount of any Advance. All
Advances made hereunder shall be credited to the account of
Circus Circus Enterprises, Inc. at Bank of America
(ABA#122400724) Account # . The Borrower shall make each
payment hereunder on or before 1:00 p.m. (New York City time) on
the day when due in lawful money of the United States of America
to the Lender at Credit Lyonnaise New York Branch, 1301 Avenue of
the Americas, New York, New York 10019, ABA No. 026008073, for
Lyon Account No. , in same day funds. Whenever any payment
to be made hereunder shall be otherwise due on a Saturday, a
Sunday or a public or bank holiday in (a) New York or (b) the
city in which the principal office of the Lender is located (any
other day being a "Business Day"), such extension of time shall
in such case be included in the computation of payment of
interest. This is not a commitment to lend but rather sets forth
the procedures to be used in connection with requests by the
Borrower to the Lender for Advances from time to time, and, in
the event the Lender makes Advances to the Borrower hereunder,
the Borrower's obligations to the Lender with respect thereto.
The Borrower shall at all times maintain, and each request for an
Advance shall constitute a representation and warranty that the
Borrower has maintained, unused and undedicated bank facilities
or alternative sources of liquidity from one or more commercial
banks which together are at least equal to the then outstanding
amount of credit extended hereunder (giving effect to such
Advance) and such Advance is being incurred, and will be repaid,
in the ordinary course of the Borrower's business and financial
affairs and in accordance with ordinary business terms.
If the Borrower shall not pay the Lender said principal and
interest when due, or if the Borrower shall fail generally to pay
its debts as they become due, make a general assignment for the
benefit of creditors, or if the transaction of usual business of
the Borrower shall be suspended, or any proceeding, procedure or
remedy supplementary to or in enforcement of judgment shall be
resorted to or commenced against, or with respect to, any
property of the Borrower, or if a petition of bankruptcy or for
any relief under any bankruptcy, insolvency or other law relating
to the relief of debtors, adjustment of indebtedness,
reorganization, composition or extension shall be filed, or any
proceeding shall be instituted under any such law, by or against
the Borrower, or any court shall take possession of any
substantial part of the property of, or assume control over the
affairs or operations of, or a receiver, custodian or similar
official shall be appointed for the Borrower, or if any
indebtedness of the Borrower for borrowed money in a principal
amount in excess of $25,000,000 shall not be paid when due or
shall become due and payable by acceleration of maturity thereof,
or if the Borrower shall be dissolved or be a party to any merger
or consolidation in which the Borrower is not the survivor
without the written consent of the Lender, then the principal
amount of this Note and all interest due thereon to the maturity
date, as appropriate, of each Advance shall, unless the Lender
shall otherwise elect, forthwith be due and payable without
presentment, demand, protest or notice of any kind. The Borrower
shall be liable hereunder and all provisions hereof shall apply
to the Borrower.
The Borrower shall not institute against, or join any other
person in instituting against, the Lender any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding
under any federal or state bankruptcy or similar law for one year
and one day after the latest maturing commercial paper note
issued by the Lender is paid in full.
The Borrower agrees to pay on demand all costs, expenses and
losses, if any, incurred by the Lender in connection with the
endorsement of this Note.
Any overdue principal amount and overdue amount of interest, fees
or other amounts payable hereunder shall bear interest, payable
on demand, at a fluctuating interest rate per annum equal at all
times to two percent (2%) over the daily prevailing Base Rate.
"Base Rate" means, as determined on a daily basis, the higher of
(i) the rate per annum established by Credit Lyonnais New York
Branch ("CLNY") from time to time as the reference rate for
short-term commercial loans in United States dollars to domestic
corporate borrowers, such Base Rate to change as and when such
reference rate changes and (ii) the overnight cost of funds of
CLNY plus one-quarter of one percent per annum (1/4 of 1% per
annum).
The Lender may not assign to any bank or other entity all or any
part of or grant participations to any bank or other entity in or
to all or any part of, any Advance or Advances hereunder without
the prior consent of the Borrower, which consent shall not be
unreasonably withheld; provided that the Lender may at any time
assign to any branch or lending office of Credit Lyonnais all or
any part of its rights and obligations hereunder. The Borrower
may not assign its rights or obligations hereunder or any
interest herein without the Lender's prior written consent and
any such assignment with the Lender's consent shall be null and
void. The Lender represents that it is an :accredited investor"
as that term is defined in Rule 501 under the Securities Act of
1933, as amended (the "Act"), and that it is not acquiring this
Note with a view to the distribution thereof or of any Advance or
interest therein within the meaning of the Act.
This Note shall be construed according to and governed by the
internal laws of the State of New York without giving effect to
the conflict of laws principles thereof.
CIRCUS CIRCUS ENTERPRISES, INC.
Dated: October 17, 1997 By: Glenn Schaeffer
Name: Glenn Schaeffer
Dates Referenced Herein
| Referenced-On Page |
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| This ‘10-Q’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 12/15/97 | | | | | | | None on these Dates |
| For Period End: | | 10/31/97 |
| | 10/17/97 | | 2 |
| List all Filings |
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