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
Exhibit 4(f)
JP Morgan
Morgan Guaranty
Trust Company of
New York
Circus Circus Enterprises, Las Vegas
Attn: Les Martin
Fax: (702) 791-0310
From: Rajan Kundra
Morgan Guaranty Trust Company of New York
New York Branch
Date: 20 October 1997
RATE CAP TRANSACTION
The purpose of this document is to confirm the terms and
conditions of the Rate Cap Transaction entered into between
Circus Circus Enterprises ("Counterparty") and Morgan Guaranty
Trust Company of New York ("MGT") on the Trade Date specified
below (the "Swap Transaction"). This agreement constitutes a
"Confirmation" as referred to in the 1992 ISDA Master Agreement
specified below. It is our intention to have this confirmation
serve as final documentation for this transaction and
accordingly, no other confirmation will follow.
The definitions and provisions contained in the 1991 ISDA
Definitions (the "Definitions") as published
by the International Swap and Derivatives Association, Inc.
("ISDA") are incorporated into this Confirmation. In the event of
any inconsistency between those definitions and provisions and
this Confirmation, this Confirmation will govern.
If MGT and the Counterparty are not yet parties to a Swap
Agreement, the parties agree that this Transaction will be
documented under a master agreement to be entered into on the
basis of the printed form of Master Agreement (Multicurrency-
Cross Border) published by the International Swap Dealers
Association, Inc., together with changes as shall be agreed
between the parties (the "Master Agreement"). Upon execution and
delivery by the parties of a Master Agreement, this Confirmation
shall supplement, form a part of, and be subject to such Master
Agreement. Until the parties execute and deliver a Master
Agreement, this Confirmation shall supplement, form a part of,
and be subject to the printed form of Master Agreement published
by ISDA, as if the parties had executed that agreement (but
without any Schedule thereto) on the Trade Date of this
Confirmation.
JP Morgan
Page 2
The terms of the particular Rate Cap Transaction to which this
Confirmation relates are as follows:
MGT Deal Number 213149
Type of Transaction Rate Cap Transaction
Notional Amount USD 100,000,000
Trade Date 17 October 1997
Effective Date 21 October 1997
Termination Date 21 October 2007, subject to
adjustment in accordance with the
Modified Following Business Day
Convention
Cap Premium Amounts
Premium Payer Counterparty
Premium Amount The Premium Payer shall pay to the
Cap Provider the Cap Premium
hereinafter defined: "Cap Premium"
shall mean, with respect to each
Calculation Period, an amount equal
to the Cap Rate less 3 Month Libor
(if positive) multiplied by the
notional amount.
Premium Settlement Dates Each 21 January, 21 April, 21 July
and 21 October, commencing from and
including 21 January 1998 and
continuing to and including the
Termination Date, subject to
adjustment in accordance with the
Modified Following Business Day
Convention.
Cap Payment Amounts
Cap Provider MGT
Cap Rate 6.10%
JP Morgan
Page 3
Settlement Dates Each 21 January, 21 April 21
July and 21 October,
commencing from and including
21 January 1998 and continuing
to and including the
Termination Date, subject to
adjustment in accordance with
the Modified Following
Business Day Convention
Floating Rate Option USD-LIBOR-BBA
Telerate Page 3750
Designated Maturity 3 Months
Floating Rate Day
Count Fraction Actual/360
Reset Dates The first day of each
Calculation Period.
Compounding Inapplicable
Compounding Dates Inapplicable
Business Day Centers New York & London
Business Day Convention Modified Following
Calculation Agent MGT
Additional Provisions This transaction will
terminate 2 Business Days
after any date on which 3
Month Libor is set at or above
9.0% on or after 15 October
2000. All future obligations
between the parties shall be
terminated 2 Business Days
after such date. Any unpaid
accrued interest shall be
settled on the Termination
Date.
JPMORGAN
Page 4
Account Details
MGT Payment Instructions: Morgan Guaranty Trust Company
of New York, NY
ABA # 021-000-238
For the account of Morgan
Guaranty Trust Co. London A/C
No:670-07-054 Further credit
to the JPM Swaps Group
Account: 10005035
Counterparty Payments Instructions To Be Advised
Offices:
(a) The Office of Morgan for the Transaction is New York,
(b) The office of the Counterparty for the Transaction is: Las
Vegas
All inquiries regarding this Confirmation should be sent to:
60 Wall Street 60 Wall Street
7th Floor 7th Floor
New York, New York 10260-0060 New York, New York 10260-0060
Attention: Lori Ann Niemeyer Attention:Bob Candella
Tel: (212)648-3105 Tel: (212) 648-6712
Fax: (212)648-5088 Fax: (212) 649-5088
Please quote MGT Deal Number: 213149
JPMorgan
page 5
Each party will be deemed to represent to the other party on the
date on which it enters into that Transaction that (absent a
written agreement between the parties that expressly impose
affirmative obligations to the contrary for that Transaction):
(a) Non-Reliance. It is acting for its own account, and it has
made its own independent decisions to enter into that Transaction
and as to whether that Transaction is appropriate or proper for
it based upon its own judgement and upon advise from such
advisors as it has deemed necessary. It is not relying on any
communication (written or oral) of the other party as investment
advise or as a recommendation to enter into that Transaction; it
being understood that information and explanations related to the
terms and conditions of a Transaction shall not be considered
investment advise or a recommendation to enter into that
Transaction. No communication (written or oral) received from the
other party shall be deemed to be assurance or guarantee as to
the expected results of that Transaction.
(b) Assessment and Understanding. It is capable of assessing
the merits of and understanding (on its own behalf or through
independent professional advise), and understands and accepts,
the terms, the conditions and risks of that Transaction. It is
also capable of assuming, and assumes, the risks of that
Transaction.
(c) Status of Parties. The other party is not acting as a
fiduciary for or an advisor to it in respect of that Transaction.
Please confirm that the foregoing correctly sets forth the terms
of our agreement by executing the copy of this Confirmation
enclosed for that purpose and returning it to us.
Yours sincerely,
JP Morgan Securities Inc. acting as agent for
MORGAN GUARANTY COMPANY OF NEW YORK
By: Rajan Kundra
Name: Rajan Kundra
Title: Associate
Confirmed as of the date first above written:
Circus Circus Enterprises
By: Glenn Schaeffer
Name: Glenn Schaeffer
Title: President
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