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Exhibit 10.58  


 
 

AMENDMENT NO. 8 TO REDUCING REVOLVING LOAN AGREEMENT    
  


        This Amendment No. 8 to Reducing Revolving Loan Agreement (this "Amendment") dated as of March 28, 2002 is entered into with reference to the
Reducing Revolving Loan Agreement dated as of December 21, 1994 among Victoria Partners, a Nevada general partnership ("Borrower"), the Banks referred to therein, and Bank of America, N.A., as
Administrative Agent (as amended pursuant to Amendments 1 through 7 thereto, the "Loan Agreement"). Capitalized terms used but not defined herein are used with the meanings set forth for those terms
in the Loan Agreement. 


        Borrower,
the Administrative Agent and the Banks agree as follows: 



        1.    Amendments to Section 1.1—Amended Definitions.


        "Maturity Date" means July 5, 2002 or such later anniversary thereof to which the Maturity Date may be extended pursuant to
Section 2.11. 


        2.    Representation and Warranty. Borrower represents and warrants to the Administrative Agent and the Banks that no Default or
Event of Default has occurred and remains continuing, and that Borrower continues to be in compliance with Section 5.10 of the Loan Agreement. (concerning Hazardous Materials Laws). 


        3.    Conditions; Effectiveness. The effectiveness of this Amendment shall be subject to the following conditions precedent: 



        (a)  The
Administrative Agent shall have received a counterpart of this Amendment executed by the Borrower; and 



        (b)  The
Administrative Agent shall have received written consents hereto from each of the Banks substantially in the form of Exhibit A hereto. 




        4.    Confirmation. In all other respects, the terms of the Loan Agreement and the other Loan Documents are hereby confirmed. 




        IN
WITNESS WHEREOF, Borrower, the Administrative Agent and the Banks have executed this Amendment as of the date first written above by their duly authorized representatives. 



	 
	 	 
	 	 
	 	 

	 	 	VICTORIA PARTNERS, a Nevada general partnership
	

 	
 	

By:	
 	

Gold Strike L.V., managing general partner
	

 	
 	

 	
 	

By:	
 	

/s/  GLENN SCHAEFFER      

	

 	
 	

 	
 	

Title:	
 	

President and Chief Financial Officer
	 	 	 	 	 	 	

	

 	
 	

By:	
 	

MRGS Corp., a Nevada corporation, general partner
	

 	
 	

 	
 	

By:	
 	

/s/  JAMES MURREN      

	

 	
 	

 	
 	

Title:	
 	

Treasurer
	 	 	 	 	 	 	

	

 	
 	

BANK OF AMERICA, N.A., as Administrative Agent
	

 	
 	

By:	
 	

/s/  JANICE HAMMOND      

	 	 	 	 	Janice Hammond, Vice President







[Exhibit A to Amendment]  


 CONSENT OF BANK  


        This Consent of Bank is delivered with reference to the Reducing Revolving Loan Agreement dated as of December 21, 1994, among Victoria Partners, a Nevada
general partnership ("Borrower'), the Banks referred to therein, and Bank of America National Trust and Savings Association (now known as "Bank of America, N.A.") as Administrative Agent (as amended
pursuant to Amendments 1 through 7 thereto, 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. 8 to Loan Agreement, substantially in the form provided to the
undersigned as a draft. 



	 	 	BANK OF AMERICA, N.A.
 [Name of Lender]
	

 	
 	

By:	
 	

/s/  MATTHEW KOENIG      

	

 	
 	

Matthew Koenig, Managing Director
	 	 	
 [Printed Name and Title]
	

 	
 	

Date:	
 	

March 22, 2002
	

 	
 	
BANK OF SCOTLAND
 [Name of Lender]
	

 	
 	

By:	
 	

/s/  JOSEPH FRATUS      

	

 	
 	

Joseph Fratus, Vice President
	 	 	
 [Printed Name and Title]
	

 	
 	

Date:	
 	

March 21, 2002








	

 	
 	
BANKERS TRUST COMPANY
	 	 	
 [Name of Lender]
	

 	
 	

By:	
 	

/s/  DIANE F. ROLFE       

	

 	
 	

Diane F. Rolfe, Vice President
	 	 	
 [Printed Name and Title]
	

 	
 	

Date:	
 	

March 21, 2002
	

 	
 	
CREDIT LYONNAIS LOS ANGELES BRANCH
	 	 	
 [Name of Lender]
	

 	
 	

By:	
 	

/s/  DIANNE M. SCOTT      

	

 	
 	

Dianne M. Scott, Senior Vice President and Manager
	 	 	
 [Printed Name and Title]
	

 	
 	

Date:	
 	

March 22, 2002
	

 	
 	
SOCIÉTÉ GÉNÉRALE
	 	 	
 [Name of Lender]
	

 	
 	

By:	
 	

/s/  THOMAS K. DAY      

	

 	
 	

Thomas K. Day, Managing Director
	 	 	
 [Printed Name and Title]
	

 	
 	

Date:	
 	

March 22, 2002
	

 	
 	
U.S. BANK NATIONAL ASSOCIATION
	 	 	
 [Name of Lender]
	

 	
 	

By:	
 	

/s/  SCOTT J. BELL      

	

 	
 	

Scott J. Bell, Vice President
	 	 	
 [Printed Name and Title]
	

 	
 	

Date:	
 	

March 25, 2002







	

 	
 	
WELLS FARGO BANK, N.A.
	 	 	
 [Name of Lender]
	

 	
 	

By:	
 	

/s/  CLARK A. WOOD      

	

 	
 	

Clark A. Wood, Vice President
	 	 	
 [Printed Name and Title]
	

 	
 	

Date:	
 	

March 22, 2002











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AMENDMENT NO. 8 TO REDUCING REVOLVING LOAN AGREEMENT