Mandalay Resort Group – ‘10-Q’ for 10/31/97 – EX-4

As of:  Monday, 12/15/97   ·   For:  10/31/97   ·   Accession #:  725549-97-11   ·   File #:  1-08570

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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(a)

AMENDMENT NO. 1       

Reference is made to the Amended and Restated Loan          
Agreement dated as of May 23, 1997 among Circus Circus                      
Enterprises, Inc., a Nevada corporation, the Banks, Managing                
Agents, as Co-Agents, and Lead Managers named therein, and Bank             
of America National Trust and Savings Association, as Issuing               
Bank and Administrative Agent (as amended, the  Loan                        
Agreement ).  Terms defined in the Loan Agreement are used                  
herein with the same meanings.                                              

The parties hereto agree to amend the Loan Agreement        
as follows:                                                                 

1.   Definition of  Restricted Expenditures  in             
Section 1.1.  The definition of  Restricted Expenditures  as                
set forth in Section 1.1 of the Loan Agreement is amended to                
read in full as follows:                                                    

Restricted Expenditures  means (a) Distributions (other             
than Distributions on the Common Stock consisting of              
Common Stock) to Persons other than to Borrower or the            
Restricted Subsidiaries, (b) Capital Expenditures (other          
than (i) Capital Expenditures for the completion of               
Project Paradise, the related Four Seasons Hotel, Bay St.         
Louis, Tunica, and Capital Expenditures in an aggregate           
amount not to exceed $75,000,000 for the completion of            
proposed improvements to the Luxor Hotel and Casino and           
the two related hotel tower facilities (located between           
the main Luxor pyramid and the Excalibur Resort), in each         
case, in substantial accordance with the construction             
plans in existence on the Closing Date and (ii)                   
Maintenance Capital Expenditures), (c) the purchase price         
paid in Cash for Acquisitions net of any Indebtedness             
incurred to finance such Acquisitions that is non-recourse        
to the credit or assets of Borrower or any Significant            
Subsidiary or their respective Properties, and (d) direct         
or indirect Investments in Cash or Cash Equivalents in New        
Venture Entities, in each case made by Borrower or any of         
the Restricted Subsidiaries.                                      

2.   Condition Precedent.  As a condition precedent         
to the effectiveness of this Amendment, the Administrative                  
Agent shall have received executed counterparts of this                     
Amendment from Borrower and consents hereto from Banks                      
comprising at least the Majority Banks.                                     

3.   Counterparts.  This Amendment may be executed in       
counterparts in accordance with Section 11.7 of the Loan                    
Agreement.                                                                  

4.   Confirmation.  In all other respects, the Loan         
Agreement is confirmed.                                                     

This Amendment is dated as of September 30, 1997.           

 CIRCUS CIRCUS ENTERPRISES, INC.

By:    Glenn Schaeffer        

Title: President              

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,      
as Administrative Agent       

By:     Janice Hammond        

Title:  Vice President        

CONSENT OF BANK                                                                 

This Consent of Bank is delivered with reference to         
the Amended and Restated Loan Agreement dated as of May 23,                 
1997 among Circus Circus Enterprises, Inc., a Nevada                        
corporation, the Banks, Co-Agents, Managing Agents and Lead                 
Managers referred to therein, and Bank of America National                  
Trust and Savings Association, as Issuing Bank and                          
Administrative Agent (as amended, the  Loan Agreement ).                    
Capitalized terms used but not defined herein are used with the             
meanings set forth for those terms in the Loan Agreement.                   

The undersigned Bank hereby consents to the                 
execution, delivery and performance of the proposed Amendment               
No. 1 to Loan Agreement by the Administrative Agent on behalf               
of the Banks, substantially in the form presented to the                    
undersigned as a draft.                                                     

Bank of America 
        [Typed/Printed Name of Bank]

By: Jon Varnell     

   Jon Varnell, MD
          [Typed/Printed Name and Title]

      Dated: September ___, 1997

Dates Referenced Herein

This ‘10-Q’ Filing		Date		Other Filings
Filed on:		12/15/97		None on these Dates
For Period End:		10/31/97
		9/30/97
		5/23/97
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