<PAGE>

                                                                EXHIBIT 10.1(10)

                                                              EXECUTION

                    THIRD AMENDED AND RESTATED LOAN AGREEMENT

                          Dated as of November 24, 2003

                                      among

                                   MGM MIRAGE,
                                   as Borrower

                                       and

                             MGM GRAND DETROIT, LLC
                                 as Co-Borrower

 The Lenders, and Co-Documentation Agents and Co-Syndication Agents herein named

                                       and

                              BANK OF AMERICA, N.A.
                             as Administrative Agent

                     ---------------------------------------

                         BANC OF AMERICA SECURITIES LLC

                                       and

                           J.P. MORGAN SECURITIES INC.
                  Joint Lead Arrangers and Joint Book Managers

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                    Page
<S>                                                                                                                 <C>
ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS........................................................................    1

         1.1      Defined Terms...................................................................................    1

         1.2      Use of Defined Terms............................................................................   26

         1.3      Accounting Terms - Fiscal Periods...............................................................   26

         1.4      Rounding........................................................................................   27

         1.5      Exhibits and Schedules..........................................................................   27

         1.6      Miscellaneous Terms.............................................................................   27

         1.7      Letter of Credit Amounts........................................................................   27

ARTICLE 2 LOANS AND LETTERS OF CREDIT.............................................................................   28

         2.1      Committed Loans-General.........................................................................   28

         2.2      Base Rate Loans.................................................................................   29

         2.3      LIBOR Loans.....................................................................................   30

         2.4      Letters of Credit...............................................................................   30

         2.5      Competitive Advances............................................................................   36

         2.6      Swing Line......................................................................................   39

         2.7      Co-Borrowers....................................................................................   40

         2.8      Mandatory Reductions of the Term Commitment.....................................................   41

         2.9      Voluntary Reduction of the Commitments..........................................................   41

         2.10     Optional Termination of Commitments.............................................................   41

         2.11     Administrative Agent's Right to Assume Funds Available for Advances.............................   41

         2.12     Release and Reattachment of Collateral..........................................................   42

         2.13     Senior Indebtedness.............................................................................   43

         2.14     Collateral......................................................................................   43

ARTICLE 3 PAYMENTS AND FEES.......................................................................................   44

         3.1      Principal and Interest..........................................................................   44
</TABLE>

                                      -i-

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<TABLE>
<S>                                                                                                                  <C>
         3.2      Joint Lead Arranger's Fees......................................................................   45

         3.3      Upfront Fees....................................................................................   45

         3.4      Unused Fees.....................................................................................   45

         3.5      Letter of Credit Fees...........................................................................   45

         3.6      Agency Fees.....................................................................................   46

         3.7      Increased Commitment Costs......................................................................   46

         3.8      LIBOR Costs and Related Matters.................................................................   47

         3.9      Late Payments...................................................................................   50

         3.10     Computation of Interest and Fees................................................................   50

         3.11     Non-Business Days...............................................................................   50

         3.12     Manner and Treatment of Payments................................................................   50

         3.13     Funding Sources.................................................................................   51

         3.14     Failure to Charge Not Subsequent Waiver.........................................................   52

         3.15     Administrative Agent's Right to Assume Payments Will be Made....................................   52

         3.16     Fee Determination Detail........................................................................   52

         3.17     Survivability...................................................................................   52

ARTICLE 4 REPRESENTATIONS AND WARRANTIES..........................................................................   54

         4.1      Existence and Qualification; Power; Compliance With Laws........................................   54

         4.2      Authority; Compliance With Other Agreements and Instruments and Government Regulations..........   54

         4.3      No Governmental Approvals Required..............................................................   55

         4.4      Subsidiaries....................................................................................   55

         4.5      Financial Statements............................................................................   55

         4.6      No Other Liabilities; No Material Adverse Changes...............................................   56

         4.7      Title to Property...............................................................................   56

         4.8      Public Utility Holding Company Act..............................................................   56

         4.9      Litigation......................................................................................   56

         4.10     Binding Obligations.............................................................................   56
</TABLE>

                                      -ii-

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<TABLE>
<S>                                                                                                                  <C>
         4.11     No Default......................................................................................   56

         4.12     ERISA...........................................................................................   56

         4.13     Regulations T, U and X; Investment Company Act..................................................   57

         4.14     Disclosure......................................................................................   57

         4.15     Tax Liability...................................................................................   57

         4.16     Projections.....................................................................................   57

         4.17     Hazardous Materials.............................................................................   57

         4.18     Tax Shelter Regulations.........................................................................   57

ARTICLE 5 AFFIRMATIVE COVENANTS (OTHER THAN INFORMATION AND REPORTING REQUIREMENTS)...............................   59

         5.1      Preservation of Existence.......................................................................   59

         5.2      Maintenance of Properties.......................................................................   59

         5.3      Maintenance of Insurance........................................................................   59

         5.4      Compliance With Laws............................................................................   59

         5.5      Inspection Rights...............................................................................   59

         5.6      Keeping of Records and Books of Account.........................................................   60

         5.7      Use of Proceeds.................................................................................   60

         5.8      New Restricted Subsidiaries.....................................................................   60

ARTICLE 6 NEGATIVE COVENANTS......................................................................................   61

         6.1      Payment of Subordinated Obligations.............................................................   61

         6.2      Disposition of Property.........................................................................   61

         6.3      Mergers.........................................................................................   61

         6.4      Hostile Acquisitions............................................................................   62

         6.5      Change in Nature of Business....................................................................   62

         6.6      Liens and Negative Pledges......................................................................   62

         6.7      Leverage Ratio..................................................................................   63

         6.8      Interest Charge Coverage Ratio..................................................................   63

         6.9      Investments in Insurance Subsidiary.............................................................   63
</TABLE>

                                     -iii-

<PAGE>

<TABLE>
<S>                                                                                                                  <C>
ARTICLE 7 INFORMATION AND REPORTING REQUIREMENTS..................................................................   64

         7.1      Financial and Business Information..............................................................   64

         7.2      Compliance Certificates.........................................................................   65

ARTICLE 8 CONDITIONS..............................................................................................   67

         8.1      Initial Advances on the Closing Date............................................................   67

         8.2      Any Increasing Advance..........................................................................   68

         8.3      Any Letter of Credit............................................................................   69

ARTICLE 9 EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT....................................................   70

         9.1      Events of Default...............................................................................   70

         9.2      Remedies Upon Event of Default..................................................................   72

ARTICLE 10 THE ADMINISTRATIVE AGENT...............................................................................   74

         10.1     Appointment and Authorization of Administrative Agent...........................................   74

         10.2     Delegation of Duties............................................................................   74

         10.3     Liability of Administrative Agent...............................................................   74

         10.4     Reliance by Administrative Agent................................................................   75

         10.5     Notice of Default...............................................................................   75

         10.6     Credit Decision; Disclosure of Information by Administrative Agent..............................   75

         10.7     Indemnification of Administrative Agent.........................................................   76

         10.8     Administrative Agent in its Individual Capacity.................................................   76

         10.9     Successor Administrative Agent..................................................................   76

         10.10    Administrative Agent May File Proofs of Claim...................................................   77

         10.11    Other Agents; Arrangers and Managers............................................................   78

         10.12    Proportionate Interest in any Collateral........................................................   78

         10.13    Foreclosure on Collateral.......................................................................   78

         10.14    Intercreditor Arrangements; Attornment Agreements...............................................   78

         10.15    No Obligations of Borrower and the Co-Borrowers.................................................   79
</TABLE>

                                      -iv-

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<TABLE>
<S>                                                                                                                  <C>
ARTICLE 11 MISCELLANEOUS..........................................................................................   80

         11.1     Cumulative Remedies; No Waiver..................................................................   80

         11.2     Amendments; Consents............................................................................   80

         11.3     Attorney Costs, Expenses and Taxes..............................................................   81

         11.4     Nature of Lenders' Obligations..................................................................   82

         11.5     Survival of Representations and Warranties......................................................   82

         11.6     Notices.........................................................................................   82

         11.7     Execution of Loan Documents.....................................................................   84

         11.8     Binding Effect; Assignment......................................................................   84

         11.9     Right of Setoff.................................................................................   87

         11.10    Sharing of Setoffs..............................................................................   87

         11.11    Indemnification by Borrower and the Co-Borrowers................................................   88

         11.12    Nonliability of the Lenders.....................................................................   88

         11.13    No Third Parties Benefited......................................................................   89

         11.14    Confidentiality.................................................................................   89

         11.15    Further Assurances..............................................................................   90

         11.16    Integration.....................................................................................   90

         11.17    Governing Law...................................................................................   90

         11.18    Severability of Provisions......................................................................   90

         11.19    Headings........................................................................................   90

         11.20    Time of the Essence.............................................................................   90

         11.21    Foreign Lenders and Participants................................................................   90

         11.22    Hazardous Material Indemnity....................................................................   92

         11.23    Gaming Boards...................................................................................   93

         11.24    Lien Releases...................................................................................   93

         11.25    Termination; Release of Liens...................................................................   93

         11.26    Removal of a Lender.............................................................................   93
</TABLE>

                                       -v-

<PAGE>

<TABLE>
<S>                                                                                                                  <C>
         11.27    Joint and Several...............................................................................   94

         11.28    Non-Involvement of Tracinda.....................................................................   94

         11.29    Pledged Stock in Gaming Companies...............................................................   94

         11.30    Payments Set Aside..............................................................................   95

         11.31    Waiver of Right to Trial by Jury................................................................   95

         11.32    Purported Oral Amendments.......................................................................   95
</TABLE>

Exhibits

A - Assignment Agreement
B - Assumption Agreement
C - Committed Revolving Note
D - Competitive Bid
E - Competitive Bid Request
F - Competitive Revolving Note
G - Compliance Certificate
H - Pricing Certificate
I - Request for Loan
J - Term Note
K - Joint Borrower Provisions

Schedules

1.1      Theme Park Property
4.3      Governmental Approvals
4.4      Subsidiaries
4.7      Existing Liens and Negative Pledges
11.6     Notice Addresses

                                      -vi-

<PAGE>

                    THIRD AMENDED AND RESTATED LOAN AGREEMENT

                          Dated as of November 24, 2003

         This Third Amended and Restated Loan Agreement ("Agreement") is entered
into by and among MGM MIRAGE, a Delaware corporation formerly known as MGM
Grand, Inc. ("Borrower") and MGM Grand Detroit, LLC, a Delaware limited
liability company ("Detroit"), as initial Co-Borrower, each Guarantor which may
hereafter be designated as an additional Co-Borrower pursuant to Section 2.7,
each lender whose name is set forth on the signature pages of this Agreement and
each lender which may hereafter become a party to this Agreement pursuant to
Section 11.8 (collectively, the "Lenders" and individually, a "Lender"),
Deutsche Bank Trust Company Americas and JPMorgan Chase Bank, as Co-Syndication
Agents, Citicorp USA, Inc. and Wells Fargo Bank, N.A., as Co-Documentation
Agents, and Bank of America, N.A., as Administrative Agent. Borrower, Detroit
and each Co-Borrower which hereafter becomes a Party hereto pursuant to Section
2.7, the Administrative Agent and the other Creditors, covenant and agree with
reference to the following facts:

         A.       Borrower, MGM Grand Atlantic City, Inc., a New Jersey
corporation ("Atlantic City") and Detroit have previously entered into the
Existing Multi-Year Agreement and the Existing Short Term Agreement described
herein.

         B.       Effective on the Closing Date, Borrower, Detroit (as a
Co-Borrower), the Administrative Agent and the Lenders desire to amend and
restate the Existing Multi-Year Agreement in its entirety by this Agreement, and
to provide, inter alia (and subject to the terms and conditions set forth
herein), for an increase in the amount of the credit facilities provided by the
Existing Multi-Year Agreement, an extension of the maturity thereof and
revisions to the covenants of Borrower set forth therein.

         C.       Atlantic City shall no longer be a Co-Borrower under this
Agreement, and by its execution of the Subsidiary Guaranty, consents to the
amendment and restatement of the Existing Multi-Year Agreement as set forth
herein without its being a Co-Borrower.

         D.       Effective on the Closing Date, the Existing Short Term
Agreement shall be terminated.

         E.       While not parties hereto, Banc of America Securities LLC and
J.P. Morgan Securities Inc. have served as Joint Lead Arrangers and Joint Book
Managers for the credit facilities described herein.

         NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements herein contained, Borrower, Detroit, each Co-Borrower
which hereafter becomes a Party hereto pursuant to Section 2.7, and each of the
Creditors, hereby amend and restate the Existing Multi-Year Agreement as of the
Closing Date, and covenant and agree as follows:

                                   ARTICLE 1
                        DEFINITIONS AND ACCOUNTING TERMS

                  1.1      Defined Terms. As used in this Agreement, the
following terms shall have the meanings set forth below:

                  "Absolute Rate Bid" means a Competitive Bid to provide
         Competitive Advances on the basis of a fixed interest rate.

                                      -1-

<PAGE>

                  "Acquisition" means any transaction, or any series of related
         transactions, by which Borrower or its Restricted Subsidiaries directly
         or indirectly (i) acquire any going business or all or substantially
         all of the assets of any Person, or any division thereof, whether
         through purchase of assets, merger or otherwise, or (ii) acquire (in
         one transaction or as the most recent transaction in a series of
         transactions) control of at least a majority in ordinary voting power
         of the securities of a corporation which have ordinary voting power for
         the election of directors, or (iii) acquire control of a majority
         ownership interest in any partnership, joint venture, limited liability
         company or any other Person.

                  "Administrative Agent" means Bank of America, when acting in
         its capacity as the Administrative Agent under any of the Loan
         Documents, or any successor Administrative Agent.

                  "Administrative Agent's Office" means the Administrative
         Agent's address as set forth on Schedule 11.6, or such other address as
         the Administrative Agent hereafter may designate by written notice to
         Borrower and the Lenders.

                  "Advance" means any advance made or to be made by any Lender
         to Borrower or any Co-Borrower as provided in Article 2, and includes
         each Base Rate Advance, LIBOR Advance, Committed Advance, Competitive
         Advance and Swing Line Advance.

                  "Affiliate" means, as to any Person, any other Person which
         directly or indirectly controls, or is under common control with, or is
         controlled by, such Person. As used in this definition, "control" (and
         the correlative terms, "controlled by" and "under common control with")
         shall mean possession, directly or indirectly, of power to direct or
         cause the direction of management or policies (whether through
         ownership of securities or partnership or other ownership interests, by
         contract or otherwise); provided that, in any event, any Person that
         owns, directly or indirectly, 10% or more of the securities having
         ordinary voting power for the election of directors or other governing
         body of a corporation that has more than 100 record holders of such
         securities, or 10% or more of the partnership or other ownership
         interests of any other Person that has more than 100 record holders of
         such interests, will be presumed (subject to rebuttal by a
         preponderance of the evidence) to control such corporation, partnership
         or other Person.

                  "Agent-Related Persons" means the Administrative Agent,
         together with its Affiliates (including, in the case of Bank of America
         in its capacity as the Administrative Agent and as a Joint Lead
         Arranger), and the officers, directors, employees, agents and
         attorneys-in-fact of such Persons and Affiliates.

                  "Agreement" means this Third Amended and Restated Loan
         Agreement, either as originally executed, or as it may from time to
         time be supplemented, modified, amended, restated or extended.

                  "Applicable Leverage Ratio" means, as of each date of
         determination, the Leverage Ratio in effect as of the last day of the
         Fiscal Quarter ending approximately 45 days prior to the first day of
         the Pricing Period in which the date of determination occurs.

                  "Applicable Rates" means, as of any date of determination, the
         following percentages per annum, based upon the Pricing Level on that
         date:

                                      -2-

<PAGE>

<TABLE>
<CAPTION>
                 LIBOR       BASE RATE   UNUSED FEE    STANDBY LETTER OF
PRICING LEVEL    MARGIN       MARGIN        RATE           CREDIT FEE
------------------------------------------------------------------------
<S>              <C>         <C>         <C>           <C>
      I          1.000%      0.000%        0.200%            1.000%
     II          1.250%      0.250%        0.250%            1.250%
     III         1.500%      0.500%        0.250%            1.500%
     IV          1.625%      0.625%        0.300%            1.625%
      V          1.750%      0.750%        0.300%            1.750%
</TABLE>

                  "Assignment and Assumption" means an Assignment Agreement
         substantially in the form of Exhibit A.

                  "Assumption Agreement" means each Assumption Agreement
         hereafter executed by a Co-Borrower pursuant to Section 2.7,
         substantially in the form of Exhibit B either as originally executed or
         as the same may from time to time be supplemented, modified, amended,
         renewed, extended or supplanted.

                  "Atlantic City" means MGM Grand Atlantic City, Inc., a New
         Jersey corporation, its successors and permitted assigns.

                  "Attorney Costs" means and includes all fees, expenses and
         disbursements of any law firm or other external counsel and, without
         duplication, the allocated cost of internal legal services and all
         expenses and disbursements of internal counsel.

                  "Average Quarterly Funded Debt" means, as of the last day of
         each Fiscal Quarter, the average of the principal amount of Funded Debt
         outstanding on the last day of each of the three calendar months
         comprising such Fiscal Quarter, provided that if any Material
         Transaction occurs during the relevant Fiscal Quarter, Average
         Quarterly Funded Debt shall be adjusted on a pro forma basis (a) in the
         case of any Material Transaction which is a Disposition, to exclude
         Funded Debt in an amount equal to the consideration received by
         Borrower and its Restricted Subsidiaries in the form of Cash and Cash
         Equivalents in connection with such Disposition from each of the
         constituent calendar months ending prior to the receipt of such
         consideration, and (b) in the case of any Material Transaction which is
         an Acquisition, to increase Funded Debt for each of the constituent
         calendar months ending prior to the payment of such consideration by
         the amount of the consideration paid by Borrower and its Restricted
         Subsidiaries in Cash and Cash Equivalents in connection with such
         Acquisition.

                  "Bank of America" means Bank of America, N.A., its successors
         and assigns.

                  "Base Rate" means for any day a fluctuating rate per annum
         equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and
         (b) the rate of interest in effect for such day as publicly announced
         from time to time by Bank of America as its "prime rate." The "prime
         rate" is a rate set by Bank of America based upon various factors
         including Bank of America's costs and desired return, general economic
         conditions and other factors, and is used as a reference point for
         pricing some loans, which may be priced at, above, or below such
         announced rate. Any change in such rate announced by Bank of America
         shall take effect at the opening of business on the day specified in
         the public announcement of such change.

                  "Base Rate Advance" means an Advance made hereunder and
         specified to be a Base Rate Advance in accordance with Article 2.

                                      -3-

<PAGE>

                  "Base Rate Loan" means a Loan made hereunder and specified to
         be a Base Rate Loan in accordance with Article 2.

                  "Base Rate Margin" means the applicable per annum percentage
         set forth in the definition of "Applicable Rates".

                  "Borrower" means MGM MIRAGE, a Delaware corporation, its
         successors and permitted assigns.

                  "Borrower Group EBITDA" means, for any fiscal period, the
         EBITDA of Borrower and its Restricted Subsidiaries for that fiscal
         period.

                  "Business Day" and "Banking Day" mean any day other than a
         Saturday, Sunday or other day on which commercial banks are authorized
         to close under the Laws of, or are in fact closed in the State of New
         York or the state where the Administrative Agent's Office is located
         and, if such day relates to any LIBOR Loan, means any such day on which
         dealings in Dollar deposits are conducted by and between banks in the
         London interbank Eurodollar Market.

                  "Capital Expenditure" means any expenditure for or related to
         fixed assets or purchased intangibles that is treated as a capital
         expenditure under GAAP, including any amount which is required to be
         treated as an asset subject to a Capital Lease Obligation.

                  "Capital Lease Obligations" means all monetary obligations of
         a Person under any leasing or similar arrangement which, in accordance
         with GAAP, is classified as a capital lease.

                  "Cash" means, when used in connection with any Person, all
         monetary and non-monetary items owned by that Person that are treated
         as cash in accordance with GAAP, consistently applied.

                  "Cash Equivalents" means, when used in connection with any
         Person, that Person's Investments in:

                           (a)      Government Securities due within one year
         after the date of the making of the Investment;

                           (b)      readily marketable direct obligations of any
         State of the United States of America or any political subdivision of
         any such State or any public agency or instrumentality thereof given on
         the date of such Investment a credit rating of at least Aa by Moody's
         or AA by S&P in each case due within one year from the making of the
         Investment;

                           (c)      certificates of deposit issued by, bank
         deposits in, eurodollar deposits through, bankers' acceptances of, and
         repurchase agreements covering Government Securities executed by any
         Bank or by any bank incorporated under the Laws of the United States of
         America, any State thereof or the District of Columbia and having on
         the date of such Investment combined capital, surplus and undivided
         profits of at least $250,000,000, or total assets of at least
         $5,000,000,000, in each case due within one year after the date of the
         making of the Investment;

                           (d)      certificates of deposit issued by, bank
         deposits in, eurodollar deposits through, bankers' acceptances of, and
         repurchase agreements covering Government Securities executed by any
         branch or office located in the United States of America of a bank
         incorporated under the Laws of any jurisdiction outside the United
         States of America having on the date of

                                      -4-

<PAGE>

         such Investment combined capital, surplus and undivided profits of at
         least $500,000,000, or total assets of at least $15,000,000,000, in
         each case due within one year after the date of the making of the
         Investment;

                           (e)      repurchase agreements covering Government
         Securities executed by a broker or dealer registered under Section
         15(b) of the Securities Exchange Act of 1934, as amended, having on the
         date of the Investment capital of at least $50,000,000, due within 90
         days after the date of the making of the Investment; provided that the
         maker of the Investment receives written confirmation of the transfer
         to it of record ownership of the Government Securities on the books of
         a "primary dealer" in such Government Securities or on the books of
         such registered broker or dealer, as soon as practicable after the
         making of the Investment;

                           (f)      readily marketable commercial paper or other
         debt securities issued by corporations doing business in and
         incorporated under the Laws of the United States of America or any
         State thereof or of any corporation that is the holding company for a
         bank described in clause (c) or (d) above given on the date of such
         Investment a credit rating of at least P-1 by Moody's or A-1 by S&P, in
         each case due within one year after the date of the making of the
         Investment;

                           (g)      "money market preferred stock" issued by a
         corporation incorporated under the Laws of the United States of America
         or any State thereof (i) given on the date of such Investment a credit
         rating of at least Aa by Moody's Investors Service, Inc. and AA by S&P,
         in each case having an investment period not exceeding 50 days or (ii)
         to the extent that investors therein have the benefit of a standby
         letter of credit issued by a Lender or a bank described in clauses (c)
         or (d) above;

                           (h)      a readily redeemable "money market mutual
         fund" sponsored by a bank described in clause (c) or (d) hereof, or a
         registered broker or dealer described in clause (e) hereof, that has
         and maintains an investment policy limiting its investments primarily
         to instruments of the types described in clauses (a) through (g) hereof
         and given on the date of such Investment a credit rating of at least Aa
         by Moody's and AA by S & P; and

                           (i)      corporate notes or bonds having an original
         term to maturity of not more than one year issued by a corporation
         incorporated under the Laws of the United States of America or any
         State thereof, or a participation interest therein; provided that any
         commercial paper issued by such corporation is given on the date of
         such Investment a credit rating of at least Aa by Moody's and AA by
         S&P.

                  "Cash Flow" means, for any period, and without duplication,
         the sum of (a) Borrower Group EBITDA for that period, plus (b) Other
         Available EBITDA for that period, plus (c) New Project Annualized
         EBITDA, provided that if any Material Transaction occurs during that
         period, Cash Flow shall be adjusted on a pro forma basis (i) in the
         case of any Material Transaction which is a Disposition, to exclude for
         the entire period the results of operation of any Person or assets
         which are the subject of such Disposition, and (ii) in the case of any
         Material Transaction which is an Acquisition, to include for the entire
         period the results of operation of any Person or assets which are the
         subject of such Acquisition.

                  "Cash Interest Charges" means, for any period, that portion of
         Interest Charges of Borrower and its Restricted Subsidiaries which are
         paid or currently payable in Cash during that period excluding
         intercompany accounts, provided that if any Material Transaction occurs
         during that period, Cash Interest Charges shall be adjusted on a pro
         forma basis (a) in the case of any

                                      -5-

<PAGE>

         Material Transaction which is a Disposition, to exclude Interest
         Charges associated with Funded Debt in an amount equal to the
         consideration received by Borrower and its Restricted Subsidiaries in
         the form of cash and Cash Equivalents in connection with such
         Disposition, and (b) in the case of any Material Transaction which is
         an Acquisition, to increase Interest Charges by the amount of Interest
         Charges which would be associated with Funded Debt in an amount equal
         to the consideration paid by Borrower and its Restricted Subsidiaries
         in the form of cash and Cash Equivalents in connection with such
         Acquisition (in each case, for that portion of the period occurring
         prior to the receipt of such consideration, and at an interest rate
         which is equal, as of the time of calculation, to the rate of interest
         associated with LIBOR Loans under this Agreement).

                  "Change in Control" means (a) any transaction or series of
         related transactions in which any Unrelated Person or two or more
         Unrelated Persons acting in concert acquire beneficial ownership
         (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange
         Act of 1934, as amended), directly or indirectly, of 25% or more of the
         outstanding common stock of Borrower or (b) during any period of 24
         consecutive months, individuals who at the beginning of such period
         constituted the board of directors of Borrower (together with any new
         or replacement directors whose election by the board of directors, or
         whose nomination for election, was approved by a vote of at least a
         majority of the directors then still in office who were either
         directors at the beginning of such period or whose election or
         nomination for reelection was previously so approved) cease for any
         reason to constitute a majority of the directors then in office,
         provided, however, that no Change in Control shall exist for so long as
         Tracinda Corporation, a Nevada corporation, and its Affiliates continue
         to be the beneficial owner of 25% or more of the common stock of
         Borrower and no other Person is the owner of more of the common stock
         of Borrower than Tracinda Corporation and its Affiliates.

                  "Closing Date" means the time and Business Day on which the
         conditions set forth in Section 8.1 are satisfied or waived. The
         Administrative Agent shall notify Borrower and the Creditors of the
         date that is the Closing Date.

                  "Co-Borrowers" means, collectively, Detroit and each other
         Guarantor which is hereafter designated as a Co-Borrower pursuant to
         Section 2.7.

                  "Code" means the Internal Revenue Code of 1986, as amended or
         replaced and as in effect from time to time.

                  "Co-Documentation Agents" and "Co-Syndication Agents" means
         the Persons identified in the preamble to this Agreement as such.

                  "Collateral Agent" means U.S. Bank, National Association, or
         any successor Collateral Agent under the Intercreditor Agreement.

                  "Collateral Documents" means each mortgage, deed of trust,
         ship mortgage, aircraft chattel mortgage, pledge agreement, security
         agreement or other instrument, document or agreement now or hereafter
         executed pursuant to the Intercreditor Agreement or otherwise to secure
         the Obligations or any of the Qualified Obligations.

                  "Collateral Event" means any event or circumstance which
         entitles the holders of any class of Senior Indebtedness of the
         Borrower and its Restricted Subsidiaries to receive the benefit of
         Liens on all or any part of the Property of the Borrower or its
         Restricted Subsidiaries, which Liens would be prohibited hereunder but
         for the provisions of Section 6.6(g).

                                      -6-

<PAGE>

                  "Collateral Release" has the meaning set forth for that term
         in Section 2.12.

                  "Commercial Letter of Credit" means each Letter of Credit
         issued to support the purchase of goods by Borrower or any Co-Borrower
         which is determined to be a commercial letter of credit by the Issuing
         Lender.

                  "Commitments" means, collectively, the Revolving Commitment
         and the Term Commitment.

                  "Committed Advances" means an Advance by a Lender as a ratable
         part of a Committed Loan pursuant to such Lender's Pro Rata Share of
         the applicable Commitment.

                  "Committed Loan" means a Loan consisting of ratable Advances
         by the Lenders pursuant to their respective Pro Rata Shares of the
         relevant Commitment.

                  "Committed Revolving Note" means each promissory note made by
         Borrower and each Co-Borrower to a Lender evidencing the Advances made
         by that Lender under its Pro Rata Share of the Revolving Commitment,
         substantially in the form of Exhibit C, either as originally executed
         or as the same may from time to time be supplemented, modified,
         amended, renewed, extended or supplanted.

                  "Competitive Advance" means an Advance made to Borrower or any
         Co-Borrower under the Revolving Commitment by any Lender not determined
         by that Lender's Pro Rata Share of the Revolving Commitment pursuant to
         Section 2.5.

                  "Competitive Bid" means (a) a written bid to provide a
         Competitive Advance substantially in the form of Exhibit D, signed by a
         Responsible Official of a Lender and properly completed to provide all
         information required to be included therein or (b) at the election of
         any Lender, a telephonic bid by that Lender to provide a Competitive
         Advance which, if so made, shall be made by a Responsible Official of
         that Lender and deemed to have been made incorporating the substance of
         Exhibit D, and shall promptly be confirmed by a written Competitive
         Bid.

                  "Competitive Bid Request" means (a) a written request
         submitted by Borrower or any Co-Borrower to the Administrative Agent to
         provide a Competitive Bid, substantially in the form of Exhibit E,
         signed by a Responsible Official of Borrower and any relevant
         Co-Borrower and properly completed to provide all information required
         to be included therein or (b) at the election of Borrower, a telephonic
         request by Borrower to the Administrative Agent to provide a
         Competitive Bid which, if so made, shall be made by a Responsible
         Official of Borrower and deemed to have been made incorporating the
         substance of Exhibit E, and shall promptly be confirmed by a written
         Competitive Bid Request.

                  "Competitive Revolving Note" means each promissory note made
         by Borrower and each Co-Borrower to a Lender evidencing the Competitive
         Advances made under the Revolving Commitment by that Lender,
         substantially in the form of Exhibit F, either as originally executed
         or as the same may from time to time be supplemented, modified,
         amended, renewed, extended or supplanted.

                  "Compliance Certificate" means a certificate substantially in
         the form of Exhibit G, properly completed and signed by a Senior
         Officer of Borrower and each Co-Borrower.

                                      -7-

<PAGE>

                  "Contractual Obligation" means, as to any Person, any
         provision of any outstanding security issued by that Person or of any
         material agreement, instrument or undertaking to which that Person is a
         party or by which it or any of its Property is bound.

                  "Creditors" means, collectively, the Administrative Agent, the
         Issuing Lender, the Swing Line Lender, each Lender and, where the
         context requires, any one or more of them.

                  "Debt Rating" means, as of any date of determination, the
         credit rating assigned to the credit facilities provided hereunder
         whether senior secured or senior unsecured (or, if the facilities
         hereunder are not rated, the corporate rating assigned to Borrower's
         most senior indebtedness), by a nationally recognized credit reporting
         agency selected by the Borrower, reasonably approved by the
         Administrative Agent, and not objected to by the Requisite Lenders
         within five Business Days following notice of such designation).

                  "Debtor Relief Laws" means the Bankruptcy Code of the United
         States of America, as amended from time to time, and all other
         applicable liquidation, conservatorship, bankruptcy, moratorium,
         rearrangement, receivership, insolvency, reorganization, or similar
         debtor relief Laws from time to time in effect affecting the rights of
         creditors generally.

                  "Default" means any event that, with the giving of any
         applicable notice or passage of time specified in Section 9.1, or both,
         would be an Event of Default.

                  "Default Rate" means the interest rate prescribed in Section
         3.9.

                  "Defaulting Lender" means any Lender that (a) has failed to
         fund any portion of the Loans, participations in L/C Obligations or
         participations in Swing Line Loans required to be funded by it
         hereunder within one Business Day of the date required to be funded by
         it hereunder, (b) has otherwise failed to pay over to the
         Administrative Agent or any other Lender any other amount required to
         be paid by it hereunder within one Business Day of the date when due,
         unless the subject of a good faith dispute, or (c) has been deemed
         insolvent or become the subject of a bankruptcy or insolvency
         proceeding.

                  "Deposit Account" means separate accounts located at Bank of
         America as to Borrower and each Co-Borrower designated by Borrower or
         such Co-Borrower with the reasonable approval of the Administrative
         Agent.

                  "Designated Market" means, with respect to any LIBOR Loan, (a)
         the London Eurodollar Market, (b) if prime banks in the London
         Eurodollar Market are at the relevant time not accepting deposits of
         Dollars or if the Administrative Agent determines in good faith that
         the London Eurodollar Market does not represent at the relevant time
         the effective pricing to the Lenders for deposits of Dollars in the
         London Eurodollar Market, the Cayman Islands Eurodollar Market or (c)
         if prime banks in the Cayman Islands Eurodollar Market are at the
         relevant time not accepting deposits of Dollars or if the
         Administrative Agent determines in good faith that the Cayman Islands
         Eurodollar Market does not represent at the relevant time the effective
         pricing to the Lenders for deposits of Dollars in the Cayman Islands
         Eurodollar Market, such other Eurodollar Market as may from time to
         time be selected by the Administrative Agent with the approval of
         Borrower, the Co-Borrowers and the Requisite Lenders. The
         Administrative Agent will endeavor to provide prompt notice to Borrower
         and the Co-Borrowers of any change in the location of the Designated
         Market.

                                      -8-

<PAGE>

                  "Detroit" means MGM Grand Detroit, LLC, a Delaware limited
         liability company, it successors and permitted assigns.

                  "Disposition" means the voluntary sale, transfer or other
         disposition, in one transaction or any series of related transactions,
         of any asset.

                  "Disqualification" means, with respect to any Creditor or any
         holder of Subordinated Obligations:

                           (a)      the failure of that Person timely to file
         pursuant to applicable Gaming Laws (i) any application requested of
         that Person by any Gaming Board in connection with any licensing
         required of that Person as a lender to Borrower or a Co-Borrower or
         (ii) any required application or other papers in connection with
         determination of the suitability of that Person as a lender to Borrower
         or a Co-Borrower;

                           (b)      the withdrawal by that Person (except where
         requested or permitted by the Gaming Board) of any such application or
         other required papers; or

                           (c)      any final determination by a Gaming Board
         pursuant to applicable Gaming Laws (i) that such Person is "unsuitable"
         as a lender to Borrower or a Co-Borrower, (ii) that such Person shall
         be "disqualified" as a lender to Borrower or a Co-Borrower or (iii)
         denying the issuance to that Person of any license required under
         applicable Gaming Laws to be held by all lenders to Borrower or any
         Co-Borrower.

                  "Distribution" means, with respect to any shares of capital
         stock or any warrant or option to purchase an equity security or other
         equity security issued by a Person, (a) the retirement, redemption,
         purchase or other acquisition for Cash or for Property (other than
         capital stock, or any warrants or options to purchase an equity
         security or other security of such Person) by such Person of any such
         security, (b) the declaration or (without duplication) payment by such
         Person of any dividend in Cash or in Property (other than capital
         stock, or any warrants or options to purchase an equity security or
         other security of such Person) on or with respect to any such security,
         (c) any Investment by such Person in the holder of 5% or more of any
         such security if a purpose of such Investment is to avoid
         characterization of the transaction as a Distribution and (d) any other
         payment in Cash or Property (other than capital stock, or any warrants
         or options to purchase an equity security or other security of such
         Person) by such Person constituting a distribution under applicable
         Laws with respect to such security.

                  "Dollars" or "$" means United States dollars.

                  "EBITDA" means, with respect to any fiscal period and with
         respect to any Person, the sum of (a) Net Income of such Person for
         that period, plus (b) any extraordinary loss reflected in such Net
         Income and, without duplication, any loss associated with the early
         retirement of Indebtedness, minus (c) any extraordinary gain reflected
         in such Net Income, plus (d) Interest Charges of such Person for that
         period, plus (e) the aggregate amount of federal, state and local taxes
         on or measured by income of such Person for that period (whether or not
         payable during that period) plus (f) depreciation, amortization and all
         non-recurring and/or other non-cash expenses to the extent deducted in
         arriving at Net Income for that period, plus (g) expenses classified as
         "pre-opening and start-up expenses" on the applicable financial
         statements of that Person for that fiscal period, plus (h) minority
         interest, in each case as determined in accordance with GAAP.

                                      -9-

<PAGE>

                  "Eligible Assignee" means (a) another Lender, (b) with respect
         to any Lender, any Affiliate of that Lender having combined capital and
         surplus of $100,000,000 or more, (c) any commercial bank having a
         combined capital and surplus of $100,000,000 or more, (d) any insurance
         company engaged in the business of writing insurance which (i) has a
         net worth of $200,000,000 or more, (ii) is engaged in the business of
         lending money and extending credit under credit facilities
         substantially similar to those extended under this Agreement and (iii)
         is operationally and procedurally able to meet the obligations of a
         Lender hereunder to the same degree as a commercial bank and (e) any
         other financial institution (including a mutual fund or other fund)
         having total assets of $100,000,000 or more which meets the
         requirements set forth in subclauses (ii) and (iii) of clause (d)
         above; provided that each Eligible Assignee must either (a) be
         organized under the Laws of the United States of America, any State
         thereof or the District of Columbia or (b) be organized under the Laws
         of the Cayman Islands or any country which is a member of the
         Organization for Economic Cooperation and Development, or a political
         subdivision of such a country, and (i) act hereunder through a branch,
         agency or funding office located in the United States of America, (ii)
         be exempt from withholding of tax on interest and deliver the documents
         related thereto pursuant to Section 11.21, and (iii) to the extent
         required under applicable Gaming Laws, each Eligible Assignee must not
         be the subject of a Disqualification.

                  "Enhanced LIBOR Margin" means, for any period, the sum of (i)
         the LIBOR Margin then in effect plus (ii) such interest rate margin as
         the Requisite Lenders specify is necessary to adjust LIBOR to a rate
         which represents the effective pricing to such Lenders for deposits of
         Dollars in the Designated Market in the relevant amount for the
         applicable Interest Period and which adequately and fairly reflects the
         cost to such Lenders of making the applicable LIBOR Advances.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, and any regulations issued pursuant thereto, as amended or
         replaced and as in effect from time to time.

                  "ERISA Affiliate" means, with respect to any Person, any other
         Person (or any trade or business, whether or not incorporated) that is
         under common control with that Person within the meaning of Section 414
         of the Code.

                  "Eurodollar Market" means a regular established market located
         outside the United States of America by and among banks for the
         solicitation, offer and acceptance of Dollar deposits in such banks.

                  "Event of Default" shall have the meaning provided in Section
         9.1.

                  "Existing Letters of Credit" means the letters of credit
         issued under the Existing Multi-Year Agreement and outstanding as of
         the Closing Date.

                  "Existing Multi-Year Agreement" means the Second Amended and
         Restated Loan Agreement dated as of April 10, 2000 among Borrower, the
         lenders referred to therein, and the Administrative Agent, as amended,
         to which Atlantic City and Detroit are parties as additional
         Co-Borrowers, as heretofore amended.

                  "Existing Short Term Agreement" means the Third Amended and
         Restated 364-Day Loan Agreement dated as of April 4, 2003 among
         Borrower, the lenders referred to therein, and the Administrative
         Agent, as amended, to which Atlantic City and Detroit are parties as
         additional Co-Borrowers.

                                      -10-

<PAGE>

                  "Existing Subordinated Obligations" means, collectively, (a)
         the Borrower's $710,000,000 of 9 3/4 % senior subordinated notes due
         2007, issued pursuant to the Indenture dated as of May 31, 2000 between
         the Borrower and The Bank of New York, as Trustee, and (b) the
         Borrower' $400,000,000 of 8 3/8% senior subordinated notes due 2011
         issued pursuant to the Indenture dated as of January 23, 2001 between
         the Borrower and United States Trust Company of New York, as Trustee.

                  "Federal Funds Rate" means, for any day, the rate per annum
         equal to the weighted average of the rates on overnight Federal funds
         transactions with members of the Federal Reserve System arranged by
         Federal funds brokers on such day, as published by the Federal Reserve
         Bank on the Business Day next succeeding such day; provided that (a) if
         such day is not a Business Day, the Federal Funds Rate for such day
         shall be such rate on such transactions on the next preceding Business
         Day as so published on the next succeeding Business Day, and (b) if no
         such rate is so published on such next succeeding Business Day, the
         Federal Funds Rate for such day shall be the average rate (rounded
         upward, if necessary, to a whole multiple of 1/100 of 1%) charged to
         Bank of America on such day on such transactions as determined by the
         Administrative Agent.

                  "Fiscal Quarter" means the fiscal quarter of Borrower
         consisting, subject to Section 1.3, of the three calendar month periods
         ending on each March 31, June 30, September 30 and December 31.

                  "Fiscal Year" means the fiscal year of Borrower consisting,
         subject to Section 1.3, of the twelve month period ending on each
         December 31.

                  "Foreign Lender" has the meaning specified in Section
         11.21(a)(1).

                  "Funded Debt" means, as of any date of determination, the sum
         (without duplication) of (a) all principal Indebtedness of Borrower and
         its Restricted Subsidiaries for borrowed money (including debt
         securities issued by Borrower or any of its Restricted Subsidiaries) on
         that date (other than any such Indebtedness to the extent it has been
         legally or contractually defeased or is the subject of a deposit in
         Cash or Cash Equivalents for the purpose of defeasing the same in
         accordance with its terms), plus (b) the aggregate amount of all
         Capital Lease Obligations of Borrower and its Restricted Subsidiaries
         on that date, plus (c) all Guaranty Obligations issued by Borrower and
         its Restricted Subsidiaries, provided that the amount of any Guaranty
         Obligation or letter of credit shall be deemed to be zero unless and
         until (i) in the case of Guaranty Obligations in respect of letters of
         credit, a drawing is made with respect thereto, and (ii) in the case of
         any other Guaranty Obligations, demand for payment is made with respect
         thereto.

                  "GAAP" means, as of any date of determination, accounting
         principles (a) set forth as generally accepted in then currently
         effective Opinions of the Accounting Principles Board of the American
         Institute of Certified Public Accountants, (b) set forth as generally
         accepted in then currently effective statements of the Financial
         Accounting Standards Board or (c) that are then approved by such other
         entity as may be approved by a significant segment of the accounting
         profession in the United States of America. The term "consistently
         applied," as used in connection therewith, means that the accounting
         principles applied are consistent in all material respects with those
         applied at prior dates or for prior periods.

                  "Gaming Board" means, collectively, (a) the Nevada Gaming
         Commission, (b) the Nevada State Gaming Control Board, (c) the New
         Jersey Casino Control Commission, (d) the New Jersey Division of Gaming
         Enforcement, (e) the Mississippi Gaming Commission, (f) the

                                      -11-

<PAGE>

         Michigan Gaming Control Board, and (g) any other Governmental Agency
         (including Governmental Agencies associated with foreign governments)
         that holds regulatory, licensing or permit authority over gambling,
         gaming or casino activities conducted by Borrower, any Co-Borrower or
         any Restricted Subsidiary within its jurisdiction.

                  "Gaming Laws" means all Laws pursuant to which any Gaming
         Board possesses regulatory, licensing or permit authority over
         gambling, gaming or casino activities conducted by Borrower and its
         Subsidiaries within its jurisdiction, in each case to the extent
         applicable to Borrower and its Restricted Subsidiaries.

                  "Golden Nugget Properties" means, collectively (i) the shares
         of the capital stock of GNLV, Corp., GNL, Corp. and the membership
         interests in Golden Nugget Experience, LLC, (ii) the Golden Nugget
         Hotel and Casino in Las Vegas, Nevada, the Golden Nugget Hotel and
         Casino in Laughlin, Nevada, and the Nevada Club Inn in Bullhead City,
         Arizona, and (iii) all Property used in connection with the operation
         of the businesses associated therewith.

                  "Government Securities" means readily marketable (a) direct
         full faith and credit obligations of the United States of America or
         obligations guaranteed by the full faith and credit of the United
         States of America and (b) obligations of an agency or instrumentality
         of, or corporation owned, controlled or sponsored by, the United States
         of America that are generally considered in the securities industry to
         be implicit obligations of the United States of America.

                  "Governmental Agency" means (a) any international, foreign,
         federal, state, county or municipal government, or political
         subdivision thereof, (b) any governmental or quasi-governmental agency,
         authority, board, bureau, commission, department, instrumentality or
         public body or (c) any court or administrative tribunal of competent
         jurisdiction.

                  "Guarantors" means, collectively, each Restricted Subsidiary
         of Borrower which exists as of the Closing Date, and each other
         Restricted Subsidiary of Borrower which hereafter becomes a Guarantor
         pursuant to Section 5.8, provided that any Guarantor which is sold or
         otherwise transferred in a Disposition permitted by Section 6.2 may be
         released from the Guaranty in accordance with Section 11.2(d)(iii).

                  "Guaranty" means each of the continuing guaranties of the
         Obligations (or, in the case of Detroit, of the portion of the
         Obligations which are actually borrowed or received by Detroit)
         executed and delivered by the Guarantors on the Closing Date,
         substantially in the form of the Subsidiary Guaranty executed in
         connection with the Existing Multi-Year Agreement.

                  "Guaranty Obligation" means, as to any Person (without
         duplication), any (a) guarantee by that Person of Indebtedness of, or
         other obligation performable by, any other Person or (b) assurance
         given by that Person to an obligee of any other Person with respect to
         the performance of an obligation by, or the financial condition of,
         such other Person, whether direct, indirect or contingent, including
         any purchase or repurchase agreement covering such obligation or any
         collateral security therefor, any agreement to provide funds (by means
         of loans, capital contributions or otherwise) to such other Person, any
         agreement to support the solvency or level of any balance sheet or
         income statement item of such other Person or any "keep-well" or other
         arrangement of whatever nature given for the purpose of assuring or
         holding harmless such obligee against loss with respect to any
         obligation of such other Person; provided, however, that the term
         Guaranty Obligation shall not include endorsements of instruments for
         deposit or collection in the ordinary course of business.

                                      -12-

<PAGE>



                  "Hazardous Materials" means substances defined as "hazardous
         substances" pursuant to the Comprehensive Environmental Response,
         Compensation and Liability Act of 1980, 42 U.S.C. Section 9601 et seq.,
         or as "hazardous", "toxic" or "pollutant" substances or as "solid
         waste" pursuant to the Hazardous Materials Transportation Act, 49
         U.S.C. Section 1801, et seq., the Resource Conservation and Recovery
         Act, 42 U.S.C. Section 6901, et seq., or as "friable asbestos" pursuant
         to the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., in
         each case as such Laws are amended from time to time.

                  "Hazardous Materials Laws" means all Laws governing the
         treatment, transportation or disposal of Hazardous Materials applicable
         to any of the Real Property.

                  "Indebtedness" means, as to any Person (without duplication),
         (a) indebtedness of such Person for borrowed money or for the deferred
         purchase price of Property (excluding trade and other accounts payable
         in the ordinary course of business in accordance with ordinary trade
         terms), including any Guaranty Obligation for any such indebtedness,
         (b) indebtedness of such Person of the nature described in clause (a)
         that is non-recourse to the credit of such Person but is secured by
         assets of such Person, to the extent of the value of such assets, (c)
         Capital Lease Obligations of such Person, (d) indebtedness of such
         Person arising under bankers' acceptance facilities or under facilities
         for the discount of accounts receivable of such Person, (e) any direct
         or contingent obligations of such Person under letters of credit issued
         for the account of such Person, and (f) any net obligations of such
         Person under Swap Agreements.

                  "Indemnified Liabilities" has the meaning set forth in Section
         11.11.

                  "Indemnitees" has the meaning set forth in Section 11.11.

                  "Insurance Subsidiary" means MGMM Insurance Company, a Vermont
         corporation, which is a captive insurance company approved by the
         Vermont Department of Banking, Insurance, Securities and Health Care
         Administration engaging solely in the business of facilitating and
         providing insurance coverage and claims services for Borrower,
         Co-Borrowers or the Subsidiaries.

                  "Intercreditor Agreement" means the Collateral Agent and
         Intercreditor Agreement dated as of February 13, 2002, among U.S. Bank,
         National Association, as Collateral Agent; Borrower, Mirage; the
         Restricted Subsidiaries referred to therein, and Bank of America, N.A.,
         as Administrative Agent and each of the other Creditor Representatives
         referred to therein, including any subsequent joinders thereto by which
         additional Creditor Representatives or Restricted Subsidiaries become
         party thereto, and as the same may be amended from time to time.

                  "Interest Charge Coverage Ratio" means, as of the last day of
         each Fiscal Quarter, the ratio of (a) Cash Flow for the period of four
         Fiscal Quarters ending on that date, to (b) Cash Interest Charges of
         Borrower and its Restricted Subsidiaries for the same period.

                  "Interest Charges" means, for any Person, as of the last day
         of any fiscal period, the sum of (a) all interest, fees, charges and
         related expenses paid or payable (without duplication) for that fiscal
         period by that Person to a lender in connection with borrowed money
         (including any obligations for fees, charges and related expenses
         payable to the issuer of any letter of credit) or the deferred purchase
         price of assets that are considered "interest expense" under GAAP, plus
         (b) the portion of rent paid or payable (without duplication) for that
         fiscal period by that Person under Capital Lease Obligations that
         should be treated as interest in accordance with Financial Accounting
         Standards Board Statement No. 13.

                                      -13-

<PAGE>

                  "Interest Differential" means, with respect to any prepayment
         of a LIBOR Loan on a day other than the last day of the applicable
         Interest Period and with respect to any failure to borrow a LIBOR Loan
         on the date or in the amount specified in any Request for Loan, (a)
         LIBOR payable (or, with respect to a failure to borrow, LIBOR which
         would have been payable) with respect to the LIBOR Loan minus (b) LIBOR
         on, or as near as practicable to, the date of the prepayment or failure
         to borrow for a LIBOR Loan with an Interest Period commencing on such
         date and ending on the last day of the Interest Period of the LIBOR
         Loan so prepaid or which would have been borrowed on such date.

                  "Interest Period" means, as to each LIBOR Loan, a period of
         one week, or of 1, 2, 3, 6 or 9 months (or, with the written consent of
         all of the Lenders, any other period) as designated by Borrower;
         provided that (a) the first day of each Interest Period must be a
         Business Day, (b) any Interest Period that would otherwise end on a day
         that is not a Business Day shall be extended to the next succeeding
         Business Day, unless such Business Day falls in the next calendar
         month, in which case the Interest Period shall end on the next
         preceding Business Day, and (c) no Interest Period may extend beyond
         the Maturity Date.

                  "Investment" means, when used in connection with any Person,
         any investment by or of that Person, whether by means of purchase or
         other acquisition of stock or other securities of any other Person or
         by means of a loan, advance creating a debt, capital contribution,
         guaranty or other debt or equity participation or interest in any other
         Person, including any partnership and joint venture interests of such
         Person. The amount of any Investment shall be the amount actually
         invested (minus any return of capital with respect to such Investment
         which has actually been received in Cash or Cash Equivalents or has
         been converted into Cash or Cash Equivalents), without adjustment for
         subsequent increases or decreases in the value of such Investment.

                  "Investment Grade" means that the Debt Rating assigned is a
         rating which, as reasonably determined by the Administrative Agent,
         would be the lowest rating granted by the relevant credit rating agency
         which is generally treated as "investment grade" in the ratings regime
         of that credit rating agency.

                  "Issuing Lender" means Bank of America, N.A.

                  "Joint Lead Arrangers" means Banc of America Securities LLC
         and J. P. Morgan Securities, Inc. in their capacities as joint lead
         arrangers and joint book managers of the credit facilities described
         herein.

                  "L/C Advance" means, with respect to each Lender, such
         Lender's funding of its participation in any L/C Borrowing in
         accordance with its Pro Rata Share of the Revolving Commitment.

                  "L/C Borrowing" means an extension of credit resulting from a
         drawing under a Letter of Credit which has not been reimbursed on the
         date when made or refinanced as a Loan.

                  "L/C Obligations" means, as at any date of determination, the
         aggregate undrawn amount of all outstanding Letters of Credit plus the
         aggregate of all Unreimbursed Amounts, including all L/C Borrowings.

                  "Laws" means, collectively, all international, foreign,
         federal, state and local statutes, treaties, rules, regulations,
         ordinances, codes and administrative or judicial precedents.

                                      -14-

<PAGE>

                  "Lender" means each lender whose name is set forth in the
         signature pages of this Agreement and each lender which may hereafter
         become a party to this Agreement pursuant to Section 11.8 (and to the
         extent a party to a Related Swap Agreement, any Affiliate of a Lender).
         Each reference to a "Bank" or "Banks" in any Loan Document or
         Collateral Document shall be deemed to be a reference to the Lenders.

                  "Lending Office" means, as to any Lender, the office or
         offices of such Lender described as such in such Lender's
         Administrative Questionnaire, or such other office or offices as a
         Lender may from time to time notify Borrower and the Administrative
         Agent.

                  "Letter of Credit Application" means an application and
         agreement for the issuance or amendment of a Letter of Credit in the
         form from time to time in use by the Issuing Lender.

                  "Letter of Credit Expiration Date" means the day that is seven
         days prior to the Maturity Date then in effect (or, if such day is not
         a Business Day, the next preceding Business Day).

                  "Letter of Credit Usage" means, as of any date of
         determination, the aggregate undrawn face amount of outstanding Letters
         of Credit plus the aggregate amount of all Unreimbursed Amounts,
         including all L/C Borrowings.

                  "Letters of Credit" means any of the Standby Letters of Credit
         or Commercial Letters of Credit issued by the Issuing Lender under the
         Revolving Commitment pursuant to Section 2.4, including the Existing
         Letters of Credit, either as originally issued or as the same may be
         supplemented, modified, amended, renewed, extended or supplanted.

                  "Leverage Ratio" means, as of the last day of each Fiscal
         Quarter, the ratio of (a) Average Quarterly Funded Debt as of that date
         to (b) Cash Flow for the four Fiscal Quarter period then ended.

                  "LIBOR" means for any Interest Period with respect to any
         LIBOR Loan, a rate per annum determined by the Administrative Agent
         pursuant to the following formula:

                           LIBOR =      LIBO Base Rate
                                   -------------------------
                                   1.00 - Reserve Percentage

                  Where, "LIBO Base Rate" means, for such Interest Period:

                  (a)      the rate per annum equal to the rate determined by
                           the Administrative Agent to be the offered rate that
                           appears on the page of the Telerate screen (or any
                           successor thereto) that displays an average British
                           Bankers Association Interest Settlement Rate for
                           deposits in Dollars (for delivery on the first day of
                           such Interest Period) with a term equivalent to such
                           Interest Period, determined as of approximately 11:00
                           a.m. (London time) 2 Business Days prior to the first
                           day of such Interest Period, or

                  (b)      if the rate referenced in the preceding clause (a)
                           does not appear on such page or service or such page
                           or service shall not be available, the rate per annum
                           equal to the rate determined by the Administrative
                           Agent to be the offered rate on such other page or
                           other service that displays an average British
                           Bankers Association Interest Settlement Rate for
                           deposits in Dollars (for delivery on the first day of

                                      -15-

<PAGE>

                           such Interest Period) with a term equivalent to such
                           Interest Period, determined as of approximately 11:00
                           a.m. (London time) 2 Business Days prior to the first
                           day of such Interest Period, or

                  (c)      if the rates referenced in the preceding clauses (a)
                           and (b) are not available, the rate per annum
                           determined by the Administrative Agent as the rate of
                           interest at which deposits in Dollars for delivery on
                           the first day of such Interest Period in same day
                           funds in the approximate amount of the LIBOR Loan
                           being made, continued or converted by Bank of America
                           and with a term equivalent to such Interest Period
                           would be offered by Bank of America's London Branch
                           to major banks in the London interbank eurodollar
                           market at their request at approximately 4:00 p.m.
                           (London time) 2 Business Days prior to the first day
                           of such Interest Period.

                  "LIBOR Advance" means an Advance made hereunder and specified
         to be a LIBOR Advance in accordance with Article 2.

                  "LIBOR Lending Office" means, as to each Lender, its office or
         branch so designated by written notice to Borrower and the
         Administrative Agent as its LIBOR Lending Office. If no LIBOR Lending
         Office is designated by a Lender, its LIBOR Lending Office shall be its
         office at its address for purposes of notices hereunder.

                  "LIBOR Loan" means a Loan made hereunder and specified to be a
         LIBOR Loan in accordance with Article 2.

                  "LIBOR Margin" means the applicable per annum percentage set
         forth in the definition of "Applicable Rates".

                  "LIBOR Margin Bid" means a Competitive Bid to provide a
         Competitive Advance on the basis of a margin over the LIBOR.

                  "License Revocation" means the revocation, failure to renew or
         suspension of, or the appointment of a receiver, supervisor or similar
         official with respect to, any casino, gambling or gaming license issued
         by any Gaming Board covering any casino or gaming facility.

                  "Lien" means any mortgage, deed of trust, pledge,
         hypothecation, assignment for security, security interest, encumbrance
         or lien of any kind, whether voluntarily incurred or arising by
         operation of Law or otherwise, affecting any Property, including any
         agreement to grant any of the foregoing, any conditional sale or other
         title retention agreement, any lease in the nature of a security
         interest, and/or the filing of or agreement to give any financing
         statement (other than a precautionary financing statement with respect
         to a lease that is not in the nature of a security interest) under the
         Uniform Commercial Code or comparable Law of any jurisdiction with
         respect to any Property.

                  "Loan" means the aggregate of the Advances made at any one
         time by the Lenders pursuant to Article 2.

                  "Loan Documents" means, collectively, this Agreement, the
         Notes, the Swing Line Documents, the Guaranty, each Request for Loan,
         each Competitive Bid Request, each Letter of Credit Application, each
         Pricing Certificate, each Compliance Certificate, any Related Swap
         Agreement and any other agreements of any type or nature hereafter
         executed and delivered by

                                      -16-

<PAGE>

         Borrower or any of its Restricted Subsidiaries to the Administrative
         Agent or to any Lender in any way relating to or in furtherance of this
         Agreement, in each case either as originally executed or as the same
         may from time to time be supplemented, modified, amended, restated,
         extended or supplanted.

                  "Margin Stock" means "margin stock" as such term is defined in
         Regulation U.

                  "Material Adverse Effect" means any set of circumstances or
         events which (a) has or could reasonably be expected to have any
         material adverse effect whatsoever upon the validity or enforceability
         of any Loan Document, (b) is or could reasonably be expected to be
         material and adverse to the condition or prospects (financial or
         otherwise), assets, business or operations of Borrower and its
         Restricted Subsidiaries, taken as a whole, or (c) materially impairs or
         could reasonably be expected to materially impair the ability of
         Borrower or Guarantors (taken as a whole) to perform the Obligations.

                  "Material Transaction" means (a) each Acquisition made by the
         Borrower or any of its Restricted Subsidiaries following the Closing
         Date pursuant to which the aggregate consideration paid by the Borrower
         and its Restricted Subsidiaries (whether in Cash or other Property, or
         by means of the assumption of any liabilities) is in excess of
         $250,000,000, and (b) each Disposition made by the Borrower or any of
         its Restricted Subsidiaries following the Closing Date pursuant to
         which the aggregate consideration received by the Borrower and its
         Restricted Subsidiaries (whether in Cash or other Property, or by means
         of the assumption of any liabilities) is in excess of $250,000,000.

                  "Maturity Date" means November 24, 2008.

                  "Maximum Competitive Advance" means, with respect to any
         Competitive Bid made by a Lender, the amount set forth therein as the
         maximum Competitive Advance which that Lender is willing to make in
         response to the related Competitive Bid Request.

                  "Maximum Competitive Outstandings Amount" means, as of each
         date of determination, one half of the then effective amount of the
         Revolving Commitment.

                  "MGM Grand Detroit II" means MGM Grand Detroit II, LLC, a
         Delaware limited liability company, and its successors.

                  "Mirage" means Mirage Resorts, Incorporated, a Nevada
         corporation.

                  "Moody's" means Moody's Investors Service, Inc., and any
         successor thereto.

                  "Multiemployer Plan" means any employee benefit plan of the
         type described in Section 4001(a)(3) of ERISA to which Borrower or any
         of its ERISA Affiliates contribute or are obligated to contribute.

                  "Negative Pledge" means a Contractual Obligation that contains
         a covenant binding on Borrower or any of its Restricted Subsidiaries
         that prohibits Liens on any of its or their Property, other than (a)
         any such covenant contained in a Contractual Obligation granting a Lien
         permitted under Section 6.6 which affects only the Property that is the
         subject of such permitted Lien and (b) any such covenant that does not
         apply to Liens securing the Obligations or any indebtedness which is
         used, directly or indirectly, to refinance the Obligations.

                                      -17-

<PAGE>

                  "Net Income" means, with respect to any fiscal period and with
         respect to any Person, the consolidated net income of that Person from
         continuing operations for that period, determined in accordance with
         GAAP, consistently applied.

                  "New Project" means each free-standing hotel, casino or other
         development commenced by Borrower and its Restricted Subsidiaries
         following the Closing Date having an aggregate construction budget in
         excess of $250,000,000.

                  "New Project Annualized EBITDA" means, as of each date of
         determination which occurs during the one year period following the
         opening of any New Project for business, the EBITDA associated with
         that New Project for the fiscal period following such opening,
         annualized on the following basis:

                  (a) where the period from the opening is less than one full
         Fiscal Quarter, such EBITDA times four; and

                  (b) where the period from the opening is one full Fiscal
         Quarter or more, such EBITDA annualized on a straight-line basis.

                  "New York" means New York-New York Hotel & Casino LLC, a
         Nevada limited liability company, its successors and permitted assigns.

                  "Notes" means, collectively, the Competitive Revolving Notes,
         the Committed Revolving Notes and the Term Notes.

                  "Obligations" means all present and future obligations of
         every kind or nature of Borrower, the Co-Borrowers or the Guarantors at
         any time and from time to time owed to the Administrative Agent, the
         Issuing Lender, the Swing Line Lender or the Lenders or any one or more
         of them, under any one or more of the Loan Documents, whether due or to
         become due, matured or unmatured, liquidated or unliquidated, or
         contingent or noncontingent, including obligations of performance as
         well as obligations of payment, and including interest that accrues
         after the commencement of any proceeding under any Debtor Relief Law by
         or against Borrower or Affiliate of Borrower, whether or not allowed as
         a claim in such proceeding.

                  "Opinions" means the favorable written legal opinions of (a)
         Christensen, Miller, Fink, Jacobs, Glaser, Weil and Shapiro, LLP,
         counsel to Borrower, (b) Lionel Sawyer & Collins, Nevada counsel to
         Borrower, (c) Sterns & Weinroth, a professional corporation, New Jersey
         counsel to Borrower, (d) Butler, Snow, et. al., Mississippi counsel to
         Borrower, and (e) Dickinson Wright PLLC, Michigan counsel to Borrower,
         together with copies of all factual certificates and legal opinions
         upon which such counsel has relied.

                  "Other Available EBITDA" means, for any fiscal period, that
         portion of the EBITDA of (a) any Unrestricted Subsidiaries for that
         fiscal period, and (b) any other joint venture or other Person in which
         Borrower or its Restricted Subsidiaries have any Investment for that
         fiscal period, in each case to the extent that the same may be
         distributed in Cash to Borrower and its Restricted Subsidiaries during
         that fiscal period in accordance with applicable Law and subject to any
         Contractual Obligations (including credit documents) which are binding
         upon such Unrestricted Subsidiary or Person or their respective
         Properties (whether or not so distributed).

                  "Outstanding Obligations" means, as of each date of
         determination, and giving effect to the making of any such credit
         accommodations requested on that date, the sum of (i) the

                                      -18-

<PAGE>

         aggregate principal amount of the outstanding Committed Loans, plus
         (ii) the aggregate principal amount of the outstanding Competitive
         Advances, plus (iii) the Swing Line Outstandings, plus (iv) the Letter
         of Credit Usage.

                  "Party" means any Person other than the Creditors which now or
         hereafter is a party to any of the Loan Documents.

                  "Pension Plan" means any "employee pension benefit plan" (as
         such term is defined in Section 3(2) of ERISA), other than a
         Multiemployer Plan, which is subject to Title IV of ERISA and is
         maintained by Borrower or any of its Subsidiaries or to which Borrower
         or any of its Subsidiaries contributes or has an obligation to
         contribute.

                  "Permitted Encumbrances" means:

                           (a)      inchoate Liens incident to construction on
         or maintenance of Property; or Liens incident to construction on or
         maintenance of Property now or hereafter filed of record for which
         adequate reserves have been set aside (or deposits made pursuant to
         applicable Law) and which are being contested in good faith by
         appropriate proceedings and have not proceeded to judgment, provided
         that, by reason of nonpayment of the obligations secured by such Liens,
         no such Property is subject to a material risk of loss or forfeiture;

                           (b)      Liens for taxes and assessments on Property
         which are not yet past due; or Liens for taxes and assessments on
         Property for which adequate reserves have been set aside and are being
         contested in good faith by appropriate proceedings and have not
         proceeded to judgment, provided that, by reason of nonpayment of the
         obligations secured by such Liens, no such Property is subject to a
         material risk of loss or forfeiture;

                           (c)      minor defects and irregularities in title to
         any Property which in the aggregate do not materially impair the fair
         market value or use of the Property for the purposes for which it is or
         may reasonably be expected to be held;

                           (d)      easements, exceptions, reservations, or
         other agreements for the purpose of pipelines, conduits, cables, wire
         communication lines, power lines and substations, streets, trails,
         walkways, drainage, irrigation, water, and sewerage purposes, dikes,
         canals, ditches, the removal of oil, gas, coal, or other minerals, and
         other like purposes affecting Property, facilities, or equipment which
         in the aggregate do not materially burden or impair the fair market
         value or use of such Property for the purposes for which it is or may
         reasonably be expected to be held;

                           (e)      easements, exceptions, reservations, or
         other agreements for the purpose of facilitating the joint or common
         use of Property in or adjacent to a shopping center or similar project
         affecting Property which in the aggregate do not materially burden or
         impair the fair market value or use of such Property for the purposes
         for which it is or may reasonably be expected to be held;

                           (f)      rights reserved to or vested in any
         Governmental Agency to control or regulate, or obligations or duties to
         any Governmental Agency with respect to, the use of any Property;

                           (g)      rights reserved to or vested in any
         Governmental Agency to control or regulate, or obligations or duties to
         any Governmental Agency with respect to, any right, power, franchise,
         grant, license, or permit;

                                      -19-

<PAGE>

                           (h)      present or future zoning laws and ordinances
         or other laws and ordinances restricting the occupancy, use, or
         enjoyment of Property;

                           (i)      statutory Liens, other than those described
         in clauses (a) or (b) above, arising in the ordinary course of business
         with respect to obligations which are not delinquent or are being
         contested in good faith, provided that, if delinquent, adequate
         reserves have been set aside with respect thereto and, by reason of
         nonpayment, no Property is subject to a material risk of loss or
         forfeiture;

                           (j)      covenants, conditions, and restrictions
         affecting the use of Property which in the aggregate do not materially
         impair the fair market value or use of the Property for the purposes
         for which it is or may reasonably be expected to be held;

                           (k)      rights of tenants under leases and rental
         agreements covering Property entered into in the ordinary course of
         business of the Person owning such Property;

                           (l)      Liens consisting of pledges or deposits to
         secure obligations under workers' compensation laws or similar
         legislation, including Liens of judgments thereunder which are not
         currently dischargeable;

                           (m)      Liens consisting of pledges or deposits of
         Property to secure performance in connection with operating leases made
         in the ordinary course of business to which Borrower or a Restricted
         Subsidiary of Borrower is a party as lessee, provided the aggregate
         value of all such pledges and deposits in connection with any such
         lease does not at any time exceed 20% of the annual fixed rentals
         payable under such lease;

                           (n)      Liens consisting of deposits of Property to
         secure bids made with respect to, or performance of, contracts (other
         than contracts creating or evidencing an extension of credit to the
         depositor);

                           (o)      Liens consisting of any right of offset, or
         statutory bankers' lien, on bank deposit accounts maintained in the
         ordinary course of business so long as such bank deposit accounts are
         not established or maintained for the purpose of providing such right
         of offset or bankers' lien;

                           (p)      Liens consisting of deposits of Property to
         secure statutory obligations of Borrower or a Restricted Subsidiary of
         Borrower;

                           (q)      Liens consisting of deposits of Property to
         secure (or in lieu of) surety, appeal or customs bonds in proceedings
         to which Borrower or a Restricted Subsidiary of Borrower is a party;

                           (r)      Liens created by or resulting from any
         litigation or legal proceeding involving Borrower or a Restricted
         Subsidiary of Borrower in the ordinary course of its business which is
         currently being contested in good faith by appropriate proceedings,
         provided that adequate reserves have been set aside by Borrower or the
         relevant Restricted Subsidiary and no material Property is subject to a
         material risk of loss or forfeiture; and

                           (s)      other non-consensual Liens incurred in the
         ordinary course of business but not in connection with an extension of
         credit, which do not in the aggregate, when taken

                                      -20-

<PAGE>

         together with all other Liens, materially impair the value or use of
         the Property of Borrower and the Restricted Subsidiaries of Borrower,
         taken as a whole.

                  "Person" means any individual or entity, including a trustee,
         corporation, limited liability company, general partnership, limited
         partnership, joint stock company, trust, estate, unincorporated
         organization, business association, firm, joint venture, Governmental
         Agency, or other entity.

                  "Pricing Certificate" means a certificate substantially in the
         form of Exhibit H, properly completed and signed by a Senior Officer of
         Borrower and each Co-Borrower.

                  "Pricing Level" means, as of each date of determination, the
         pricing level set forth below opposite (a) the Applicable Leverage
         Ratio, or (b) at such times when the Debt Rating is Investment Grade or
         Superior Investment Grade, the Debt Rating, provided that if the
         Applicable Leverage Ratio and the Debt Rating are at different Pricing
         Levels, then the Pricing Level which yields the lowest LIBOR Margin
         shall apply:

<TABLE>
<CAPTION>
Pricing Level                                Pricing Criteria
-------------      -------------------------------------------------------------------
                                 Leverage Ratio                       Debt Rating
                                 --------------                       -----------
<S>                <C>                                             <C>
     I             Less than 3.50 to 1.00                          Superior Investment
                                                                   Grade

     II            Equal to or greater than 3.50 to 1.00 but       Investment Grade
                   less than 4.00 to 1.00

     III           Equal to or greater than 4.00 to 1.00 but       N/A
                   less than 4.50 to 1.00

     IV            Equal to or greater than 4.50 to 1.00 but       N/A
                   less than 5.00 to 1.00

     V             Equal to or greater than 5.00 to 1.00           N/A
</TABLE>

                  "Pricing Period" means (a) the period commencing on the date
         hereof and ending on February 15, 2003, and (b) the subsequent
         concurrent quarterly periods of approximately 90 days each commencing
         on each May 16, August 16, November 16 and February 16.

                  "Principal Resort Casino Properties" means The MGM Grand Hotel
         and Casino, the Bellagio Hotel and Casino, and the Mirage Hotel and
         Casino.

                  "Pro Rata Share" means, with respect to each Lender, the
         percentage of the relevant Commitment, the Loans (except for
         Competitive Advances) thereunder (and in the case of the Revolving
         Commitment, the Letters of Credit and the Swing Line Advances) held by
         that Lender (or by a SPC for which that Lender is the Granting Lender).
         As of the Closing Date, each Lender has been informed by the Lead
         Arranger of the amount and percentage of its Pro Rata Share of each of
         the Commitments. The percentage Pro Rata Shares of each Lender in the
         Commitments is subject to adjustment pursuant to any Assignment
         Agreement executed in accordance with Section 11.8.

                                      -21-

<PAGE>

                  "Projections" means the financial projections for Borrower and
         its Subsidiaries prepared on behalf of Borrower and heretofore
         distributed to the Lenders.

                  "Property" means any interest in any kind of property or
         asset, whether real, personal or mixed, or tangible or intangible.

                  "Qualified Obligations" means (a) the Indebtedness of the
         Borrower and its Restricted Subsidiaries which is now entitled to the
         benefits of the collateral security contemplated by the Intercreditor
         Agreement, including the Obligations under this Agreement and (b) each
         additional class of Indebtedness of Borrower which hereafter is
         properly treated as a Qualified Obligation pursuant to the terms of the
         Intercreditor Agreement.

                  "Qualified Subordinated Obligations" means unsecured
         Indebtedness of Borrower which (a) have no principal payments which are
         due prior to the earlier of (i) the Maturity Date, or (ii) the
         scheduled maturity date of any Subordinated Obligations which are,
         directly or indirectly, repaid or otherwise retired using the proceeds
         of such Indebtedness, (b) are subject to representations, covenants,
         defaults and other provisions which are not, taken as a whole, more
         burdensome upon Borrower and its Subsidiaries than those set forth in
         the Existing Subordinated Obligations, and (c) are subject to
         subordination to the Obligations in a manner which is at least as
         favorable to the Lenders as the subordination provisions contained in
         the Existing Subordinated Obligations.

                  "Quarterly Payment Date" means the last Business Day of each
         December, March, June and September following the Closing Date.

                  "Real Property" means, as of any date of determination, all
         real Property then or theretofore owned, leased or occupied by Borrower
         or any of its Restricted Subsidiaries.

                  "Regulations T, U and X" means Regulations T, U and X, as at
         any time amended, of the Board of Governors of the Federal Reserve
         System, or any other regulations in substance substituted therefor.

                  "Related Swap Agreement" means a Swap Agreement between
         Borrower and a Lender or an Affiliate of a Lender. Each Related Swap
         Agreement is a secured "Swap Agreement" as described and defined in the
         Intercreditor Agreement and is entitled to the benefits of the Liens
         provided in the Collateral Documents.

                  "Request for Loan" means a written request for a Loan
         substantially in the form of Exhibit I, signed by a Responsible
         Official of Borrower or a Co-Borrower, on its behalf, and properly
         completed to provide all information required to be included therein.

                  "Requirement of Law" means, as to any Person, the articles or
         certificate of incorporation and by-laws or other organizational or
         governing documents of such Person, and any Law, or judgment, award,
         decree, writ or determination of a Governmental Agency, in each case
         applicable to or binding upon such Person or any of its Property or to
         which such Person or any of its Property is subject.

                  "Requisite Lenders" means (a) as of any date of determination
         if the Commitments are then in effect, Lenders having Pro Rata Shares
         of the Commitments which are, in the aggregate, a majority of the Pro
         Rata Shares of the Commitments then in effect, and (b) as of any date
         of determination if the Commitments have then been terminated and there
         are then any Obligations

                                      -22-

<PAGE>

         outstanding, Lenders or other creditors holding a majority of the
         Outstanding Obligations; provided that the Pro Rata Shares of the
         Commitments of, and the portion of the Outstanding Obligations held or
         deemed held by, any Defaulting Lender shall be excluded for purposes of
         making a determination of Requisite Lenders.

                  "Reserve Percentage" means, for any day during any Interest
         Period, the reserve percentage (expressed as a decimal, carried out to
         five decimal places) in effect on such day, whether or not applicable
         to any Lender, under regulations issued from time to time by the Board
         of Governors of the Federal Reserve System for determining the maximum
         reserve requirement (including any emergency, supplemental or other
         marginal reserve requirement) with respect to liabilities or assets
         consisting of or including Eurocurrency funds or deposits (currently
         referred to as "eurocurrency liabilities"). LIBOR for each outstanding
         LIBOR Loan shall be adjusted automatically as of the effective date of
         any change in the Reserve Percentage.

                  "Responsible Official" means when used with reference to any
         Person, any officer or manager of such Person, general partner of such
         Person, officer of a corporate or limited liability company general
         partner of such Person, officer of a corporate or limited liability
         company general partner of a partnership that is a general partner of
         such Person, or any other responsible official thereof duly acting on
         behalf thereof. The Lenders shall be entitled to conclusively rely upon
         any document or certificate that is signed or executed by a Responsible
         Official of Borrower or any of its Restricted Subsidiaries as having
         been authorized by all necessary corporate, limited liability company,
         partnership and/or other action on the part of Borrower or such
         Restricted Subsidiary.

                  "Restricted Subsidiary" means each Subsidiary of Borrower
         other than:

                  (a) Subsidiaries formed under the Laws of foreign nations
         whose only tangible assets are located in foreign nations, and pure
         holding companies for such foreign Subsidiaries owning as their sole
         asset the stock or other securities and obligations thereof;

                  (b) MGM Grand Detroit II and the Insurance Subsidiary; and

                  (c) any Subsidiary of Borrower formed or acquired after the
         date of this Agreement that is designated in writing by Borrower to the
         Administrative Agent, but only so long as such Subsidiary of Borrower
         does not, and is not required to, guarantee or otherwise be liable for
         any of the Senior Indebtedness.

                  "Revolving Commitment" means, subject to any decrease in the
         amount thereof pursuant to Sections 2.9, 2.10 or 11.26, $1,500,000,000.

                  "Revolving Lender" means each Lender having a Pro Rata Share
         of the Revolving Loans, the Letters of Credit, the Swing Line Loans and
         the Revolving Commitment.

                  "Revolving Loans" means the aggregate of the Advances made at
         any one time by the Revolving Lenders under the Revolving Commitment.

                  "S&P" means Standard & Poor's Ratings Services, a division of
         McGraw Hill Companies, Inc., and any successor thereto.

                  "Senior Indebtedness" means, collectively (a) any present or
         future Qualified Obligations, and (b) each other issue, item or class
         of Indebtedness of the Borrower or any of its Restricted

                                      -23-
<PAGE>

         Subsidiaries which is in the principal amount of $50,000,000 or more
         and which is not a Subordinated Obligation.

                  "Senior Officer" means the (a) chief executive officer or
         manager, (b) president, (c) executive vice president, (d) senior vice
         president, (e) chief financial officer, (f) treasurer, (g) assistant
         treasurer, (h) secretary, or (i) assistant secretary of Borrower or any
         Co-Borrower.

                  "SPC" means, as to each Lender, one or more special purpose
         funding vehicles maintained or established by that Lender.

                  "Special Eurodollar Circumstance" means the application or
         adoption after the Closing Date of any Law or interpretation, or any
         change therein or thereof, or any change in the interpretation or
         administration thereof by any Governmental Agency, central bank or
         comparable authority charged with the interpretation or administration
         thereof, or compliance by any Lender or its LIBOR Lending Office with
         any request or directive (whether or not having the force of Law) of
         any such Governmental Agency, central bank or comparable authority, or
         the existence or occurrence of circumstances affecting the Designated
         Market generally that are beyond the reasonable control of the Lenders.

                  "Standby Letter of Credit" means each Letter of Credit that is
         not a Commercial Letter of Credit.

                  "Standby Letter of Credit Fee" means the applicable per annum
         percentage set forth in the definition of "Applicable Rates".

                  "Subordinated Obligations" means, collectively, the Existing
         Subordinated Obligations and any future class of Indebtedness of
         Borrower or any of its Subsidiaries which, by its terms, at any time
         purports to be subordinated in right of payment to the Obligations or
         any other class of Indebtedness of the Borrower or any of its
         Subsidiaries in any manner.

                  "Subsidiary" means, as of any date of determination and with
         respect to any Person, any corporation, limited liability company or
         partnership (whether or not, in either case, characterized as such or
         as a "joint venture"), whether now existing or hereafter organized or
         acquired: (a) in the case of a corporation or limited liability
         company, of which a majority of the securities having ordinary voting
         power for the election of directors or other governing body (other than
         securities having such power only by reason of the happening of a
         contingency) are at the time beneficially owned by such Person and/or
         one or more Subsidiaries of such Person, or (b) in the case of a
         partnership, of which a majority of the partnership or other ownership
         interests are at the time beneficially owned by such Person and/or one
         or more of its Subsidiaries.

                  For the avoidance of doubt, and only by way of example, as of
         the Closing Date, (a) Victoria Partners, a Nevada general partnership,
         and (b) Marina District Development Holding Co., LLC, a New Jersey
         limited liability company, the 100% owner of Marina District
         Development Company, LLC, a New Jersey limited liability company doing
         business as "The Borgata," are each only 50% owned by Borrower and
         therefore are not Subsidiaries of Borrower.

                  "Superior Investment Grade" means that the Debt Rating
         assigned is a rating which, as reasonably determined by the
         Administrative Agent, would be a rating which is higher than the
         minimum Investment Grade rating in the ratings regime of that credit
         rating agency.

                                      -24-

<PAGE>

                  "Swap Agreement" means a written agreement between Borrower
         and one or more financial institutions providing for "swap", "cap",
         "collar" or other interest rate protection with respect to any
         Indebtedness.

                  "Swing Line" means the revolving line of credit established by
         the Swing Line Lender in favor of Borrower and the Co-Borrowers
         pursuant to Section 2.6.

                  "Swing Line Documents" means the promissory note and any other
         documents executed by Borrower and each Co-Borrower in favor of the
         Swing Line Lender in connection with the Swing Line.

                  "Swing Line Lender" means Bank of America, acting through its
         Las Vegas Commercial Banking Division.

                  "Swing Line Loans" and "Swing Line Advances" mean loans made
         by the Swing Line Lender to Borrower or the Co-Borrowers pursuant to
         Section 2.6.

                  "Swing Line Outstandings" means, as of any date of
         determination, the aggregate principal Indebtedness of Borrower and the
         Co-Borrowers on all Swing Line Loans then outstanding.

                  "Term Amortization Amount" means, as to each Quarterly Payment
         Date, the amount set forth opposite that Quarterly Payment Date in the
         matrix set forth below:

<TABLE>
<CAPTION>
   Quarterly Payment Dates               Term Amortization Amount
   -----------------------               ------------------------
<S>                                      <C>
December 31, 2003 through September                  None
             30, 2004

December 31, 2004 through September                  None
             30, 2005

December 31, 2005 through September               $ 5,000,000
             30, 2006

December 31, 2006 through September               $ 7,500,000
             30, 2007

December 31, 2007 through September               $37,500,000
             30, 2008
</TABLE>

                  "Term Commitment" means subject to any decrease in the amount
         thereof pursuant to Sections 2.8, 2.9, 2.10 or 11.26, $1,000,000,000.

                  "Term Lender" means each Lender having a Pro Rata Share of the
         Term Loans and the Term Commitment.

                  "Term Loans" means the aggregate of the Advances made at any
         one time by the Term Lenders under the Term Commitment.

                  "Term Note" means each promissory note made by Borrower and
         each Co-Borrower to a Lender evidencing the Advances made by that
         Lender under its Pro Rata Share of the Term

                                      -25-

<PAGE>

         Commitment, substantially in the form of Exhibit J, either as
         originally executed or as the same may from time to time be
         supplemented, modified, amended, renewed, extended or supplanted.

                  "Theme Park Property" means the former site of the MGM Grand
         Theme Park, consisting of the real property consisting of 18.49 acres
         which is shown in crosshatch on Schedule 1.1 hereto, provided that the
         Theme Park Property shall not include any portion of the casino or
         hotel improvements associated with the MGM Grand Hotel and Casino.

                  "to the best knowledge of" means, when modifying a
         representation, warranty or other statement of any Person, that the
         fact or situation described therein is known by the Person (or, in the
         case of a Person other than a natural Person, known by a Responsible
         Official of that Person) making the representation, warranty or other
         statement, or with the exercise of reasonable due diligence under the
         circumstances (in accordance with the standard of what a reasonable
         Person in similar circumstances would have done) would have been known
         by the Person (or, in the case of a Person other than a natural Person,
         would have been known by a Responsible Official of that Person).

                  "type", when used with respect to any Loan or Advance, means
         the designation of whether such Loan or Advance is a Base Rate Loan or
         Advance, or a LIBOR Loan or Advance.

                  "Unreimbursed Amount" has the meaning set forth in Section
         2.4(c)(1).

                  "Unrelated Person" means any Person other than (i) an employee
         stock ownership plan or other employee benefit plan covering the
         employees of Borrower and its Subsidiaries or (ii) an Affiliate of any
         Person or group of related Persons which as of the date of this
         Agreement is the beneficial owner of 25% or more (in the aggregate) of
         the outstanding common stock of Borrower.

                  "Unrestricted Subsidiary" means each Subsidiary of Borrower
         which is not a Restricted Subsidiary.

                  "Unused Fee" has the meaning set forth in Section 3.4.

                  "Unused Fee Rate" means the applicable per annum percentage
         set forth in the definition of "Applicable Rates".

                  1.2      Use of Defined Terms. Any defined term used in the
plural shall refer to all members of the relevant class, and any defined term
used in the singular shall refer to any one or more of the members of the
relevant class.

                  1.3      Accounting Terms - Fiscal Periods. All accounting
terms not specifically defined in this Agreement shall be construed in
conformity with, and all financial data required to be submitted by this
Agreement shall be prepared in conformity with, GAAP applied on a consistent
basis, except as otherwise specifically prescribed herein. In the event that
GAAP or Borrower's Fiscal Year or Fiscal Quarters change during the term of this
Agreement such that the covenants contained in Sections 6.7 and 6.8 would then
be calculated for different periods, in a different manner or with different
components, (a) Borrower, the Co-Borrowers and the Lenders agree to amend this
Agreement in such respects as are necessary to conform those covenants as
criteria for evaluating Borrower's financial condition to substantially the same
criteria as were effective prior to such change in Fiscal Year, Fiscal Quarters
or in GAAP and (b) Borrower and the Co-Borrowers shall be deemed to be in
compliance with the covenants contained in the aforesaid Sections if and to the
extent that Borrower and the Co-Borrowers would have

                                      -26-

<PAGE>

been in compliance therewith for the pre-existing fiscal periods and under GAAP
as in effect immediately prior to such change, but shall have the obligation to
deliver each of the materials described in Article 7 to the Creditors, on the
dates therein specified, with financial data presented for its pre-existing
fiscal periods and in a manner which conforms with GAAP as in effect immediately
prior to such change.

                  1.4      Rounding. Any financial ratios required to be
maintained by Borrower and the Co-Borrowers pursuant to this Agreement shall be
calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such
ratio is expressed in this Agreement and rounding the result up or down to the
nearest number (with a round-up if there is no nearest number) to the number of
places by which such ratio is expressed in this Agreement.

                  1.5      Exhibits and Schedules. All Exhibits and Schedules to
this Agreement, either as originally existing or as the same may from time to
time be supplemented, modified or amended, are incorporated herein by this
reference. A matter disclosed on any Schedule shall be deemed disclosed on all
Schedules.

                  1.6      Miscellaneous Terms. With reference to this Agreement
and each other Loan Document, unless otherwise specified herein or in such other
Loan Document:

                           (a)      The meanings of defined terms are equally
         applicable to the singular and plural forms of the defined terms.

                           (b)      The words "herein," "hereto," "hereof" and
         "hereunder" and words of similar import when used in any Loan Document
         shall refer to such Loan Document as a whole and not to any particular
         provision thereof.

                           (c)      Article, Section, Exhibit and Schedule
         references are to the Loan Document in which such reference appears.

                           (d)      The term "including" is by way of example
         and not limitation.

                           (e)      The term "or" is not exclusive.

                           (f)      The term "documents" includes any and all
         instruments, documents, agreements, certificates, notices, reports,
         financial statements and other writings, however evidenced, whether in
         physical or electronic form.

                           (g)      In the computation of periods of time from a
         specified date to a later specified date, the word "from" means "from
         and including;" the words "to" and "until" each mean "to but
         excluding;" and the word "through" means "to and including."

                  1.7      Letter of Credit Amounts. Unless otherwise specified,
all references herein to the amount of a Letter of Credit at any time shall be
deemed to mean the maximum face amount of such Letter of Credit after giving
effect to all increases thereof contemplated by such Letter of Credit or the
Letter of Credit Application therefor, whether or not such maximum face amount
is in effect at such time.

                                      -27-

<PAGE>

                                    ARTICLE 2
                           LOANS AND LETTERS OF CREDIT

                  2.1      Committed Loans-General.

                           (a)      Subject to the terms and conditions set
         forth in this Agreement, at any time and from time to time from the
         Closing Date through the Business Day immediately prior to the Maturity
         Date, each Revolving Lender shall, pro rata according to that Revolving
         Lender's Pro Rata Share of the then applicable Revolving Commitment,
         make Committed Advances to Borrower or to any Co-Borrower under the
         Revolving Commitment in Dollars in such amounts as Borrower or any
         Co-Borrower may request that (i) do not result in the sum of the
         Indebtedness evidenced by the Committed Revolving Notes and the
         Competitive Revolving Notes plus the Letters of Credit Usage plus the
         Swing Line Outstandings (after giving effect to any concurrent payment
         thereof with the proceeds of such Advances) exceeding the then
         effective Revolving Commitment, and (ii) in the case of Committed
         Advances made to a Co-Borrower, are directly used to finance the
         development, construction or operation of hotel/casino properties owned
         by that Co-Borrower. Subject to the limitations set forth herein, the
         Committed Advances by each Revolving Lender under its Pro Rata Share of
         the Revolving Commitment may be prepaid without premium or penalty. The
         Administrative Agent shall promptly provide Borrower or the relevant
         Co-Borrower with a written report allocating the Obligations under the
         Revolving Commitment if requested by Borrower or such Co-Borrower.

                           (b)      Subject to the terms and conditions set
         forth in this Agreement, on the Closing Date, each Term Lender shall
         make an Advance to Borrower or to any Co-Borrower under the Term
         Commitment in Dollars in the full amount of that Term Lender's Pro Rata
         Share of the Term Commitment. Thereafter, through the Business Day
         immediately prior to the Maturity Date, each Term Lender shall
         refinance its outstanding Advances, pro rata according to that Term
         Lender's Pro Rata Share of the then applicable Term Commitment, in such
         amounts as Borrower or the relevant Co-Borrower may request that do not
         result in the Indebtedness evidenced by the Term Notes being in excess
         of the then effective Term Commitment. No Term Loan which is repaid
         (rather than refinanced with the making of new Term Loans) may be
         reborrowed. Subject to the limitations set forth herein, the Advances
         by each Term Lender under its Pro Rata Share of the Term Commitment may
         be prepaid without premium or penalty.

                           (c)      Subject to the next sentence, each Loan
         consisting of Committed Advances shall be made pursuant to a Request
         for Loan which shall specify the requested (i) date of such Loan, (ii)
         type of Loan, (iii) amount of such Loan, (iv) in the case of a LIBOR
         Loan, the Interest Period for such Loan, and (v) whether the Loan is
         requested under the Term Commitment or the Revolving Commitment. Unless
         the Administrative Agent, in its sole and absolute discretion, has
         notified Borrower or the relevant Co-Borrower to the contrary, a Loan
         consisting of Committed Advances may be requested by telephone by a
         Responsible Official of Borrower or the relevant Co-Borrower, in which
         case Borrower or the relevant Co-Borrower shall confirm such request by
         promptly delivering a Request for Loan in person or by telecopier
         conforming to the preceding sentence to the Administrative Agent. The
         Administrative Agent shall incur no liability whatsoever hereunder in
         acting upon any telephonic request purportedly made by a Responsible
         Official of Borrower or the relevant Co-Borrower, and Borrower and the
         Co-Borrowers hereby agree to indemnify each Creditor from any loss,
         cost, expense or liability as a result of so acting.

                                      -28-

<PAGE>

                           (d)      Promptly following receipt of a Request for
         Loan in respect of a Revolving Loan, the Administrative Agent shall
         notify each Revolving Lender by telephone or telecopier (and if by
         telephone, promptly confirmed by telecopier) of the date and type of
         the Revolving Loan, any applicable Interest Period, and that Revolving
         Lender's Pro Rata Share of the Loan.

                           (e)      Not later than 11:00 a.m., Los Angeles time,
         on the date specified for any Committed Loan (which must be a Business
         Day), each Lender having a Pro Rata Share of the relevant Commitment
         shall make its Pro Rata Share of the Committed Loan in immediately
         available funds available to the Administrative Agent at the
         Administrative Agent's Office. Upon satisfaction or waiver of the
         applicable conditions set forth in Article 8, all Committed Advances
         shall be credited on that date in immediately available funds to the
         Deposit Account for Borrower or that Co-Borrower.

                           (f)      Unless the Requisite Lenders otherwise
         consent, each Committed Loan shall be in an integral multiple of
         $1,000,000 which is not less than $5,000,000.

                           (g)      The Committed Advances made by each
         Revolving Lender under the Revolving Commitment shall be evidenced by
         that Lender's Committed Revolving Note, and the Committed Advances made
         by each Term Lender under the Term Commitment shall be evidenced by
         that Lender's Term Note.

                           (h)      A Request for Loan shall be irrevocable upon
         the Administrative Agent's first notification thereof.

                           (i)      If no Request for Loan (or telephonic
         request for Loan referred to in the second sentence of Section 2.1(c),
         if applicable) has been made within the requisite notice periods set
         forth in Section 2.2 or 2.3 prior to the end of the Interest Period for
         any LIBOR Loan, then on the last day of such Interest Period, such
         LIBOR Loan shall be automatically converted into a Base Rate Loan in
         the same amount.

                           (j)      If a Loan is to be made on the same date
         that another Loan is due and payable:

                                    (i)      the Lenders shall make available to
                  the Administrative Agent (or the Administrative Agent shall
                  make available to the Lenders) the net amount of funds giving
                  effect to both such Loans and the effect for purposes of this
                  Agreement shall be the same as if separate transfers of funds
                  had been made with respect to each such Loan; and

                                    (ii)     in the case where the same Party is
                  the primary borrower of both such Loans, Borrower or the
                  relevant Co-Borrower shall make available to the
                  Administrative Agent (or the Administrative Agent shall make
                  available to such Party) the net amount of funds giving effect
                  to both such Loans and the effect for purposes of this
                  Agreement shall be the same as if separate transfers of funds
                  had been made with respect to each such Loan .

                  2.2      Base Rate Loans. Each request by Borrower or any
Co-Borrower for a Base Rate Loan shall be made pursuant to a Request for Loan
(or telephonic or other request for loan referred to in the second sentence of
Section 2.1(c), if applicable) received by the Administrative Agent, at the
Administrative Agent's Office, not later than 9:15 a.m. Los Angeles time, on the
date (which must be a

                                      -29-

<PAGE>

Business Day) of the requested Base Rate Loan. All Committed Loans shall
constitute Base Rate Loans unless properly designated as a LIBOR Loan pursuant
to Section 2.3.

                  2.3      LIBOR Loans.

                           (a)      Each request by Borrower or any Co-Borrower
         for a LIBOR Loan (including any conversion or continuation thereof)
         shall be made pursuant to a Request for Loan (or telephonic or other
         request for Loan referred to in the second sentence of Section 2.1(c),
         if applicable) received by the Administrative Agent, at the
         Administrative Agent's Office, not later than 10:00 a.m., Los Angeles
         time, at least three Business Days before the first day of the
         applicable Interest Period.

                           (b)      On the date which is two Business Days
         before the first day of the applicable Interest Period, the
         Administrative Agent shall confirm its determination of the applicable
         LIBOR (which determination shall be conclusive in the absence of
         manifest error) and promptly shall give notice of the same to Borrower
         and any relevant Co-Borrowers and the Lenders by telephone or
         telecopier (and if by telephone, promptly confirmed by telecopier).

                           (c)      Unless the Administrative Agent and the
         Requisite Lenders otherwise consent, no more than twenty-five LIBOR
         Loans shall be outstanding at any one time.

                           (d)      No LIBOR Loan may be requested during the
         continuation of a Default or Event of Default.

                           (e)      Nothing contained herein shall require any
         Lender to fund any LIBOR Advance in the Designated Market.

                  2.4      Letters of Credit.

                           (a)      Letter of Credit Subfacility. Subject to the
         terms and conditions of this Agreement (including Section 8.3),
         Borrower or any Co-Borrower may request from time to time during the
         period from the Closing Date through the day prior to the Letter of
         Credit Expiration Date that the Issuing Lender, in reliance upon the
         agreements of the other Lenders set forth in this Section 2.4, issue
         Letters of Credit for the account of Borrower or the relevant
         Co-Borrower, and the Issuing Lender agrees to issue for the account of
         Borrower or the relevant Co-Borrower one or more Letters of Credit
         denominated in Dollars and to amend Letters of Credit previously issued
         by it in accordance with subsection (b) below, provided that (i)
         Borrower or the relevant Co-Borrower shall not request that the Issuing
         Lender issue any Letter of Credit if, after giving effect to such
         issuance, the aggregate outstanding principal evidenced by the
         Committed Revolving Notes and the Competitive Revolving Notes plus the
         Letter of Credit Usage plus the Swing Line Outstandings exceeds the
         Revolving Commitment, (ii) Borrower or the relevant Co-Borrower shall
         not request that the Issuing Lender issue any Letter of Credit if
         Borrower and the Co-Borrowers would not be in compliance with Sections
         6.7 and 6.8, (iii) in no event shall the Issuing Lender issue any
         Letter of Credit having an expiration date after the Maturity Date,
         (iv) Borrower or the relevant Co-Borrower shall not request any Letter
         of Credit if, after giving effect to such issuance, the Letter of
         Credit Usage would exceed $200,000,000 or any limit established by Law
         after the Closing Date on the Issuing Lender's ability to issue the
         requested Letter of Credit at any time, and (v) prior to the issuance
         of any Letter of Credit the Issuing Lender shall request confirmation
         by telephone from the Administrative Agent that such Letter of Credit
         may be issued. Notwithstanding the foregoing, the Issuing Lender shall
         not be obligated to issue a Letter of Credit if, (A) on or prior to the
         Business Day immediately preceding the issuance

                                      -30-

<PAGE>

         thereof any Revolving Lender has notified the Issuing Lender in writing
         that the conditions set forth in Section 8.3 have not been satisfied
         with respect to the issuance of such Letter of Credit, (B) any order,
         judgment or decree of any Governmental Agency or arbitrator shall by
         its terms purport to enjoin or restrain the Issuing Lender from issuing
         such Letter of Credit, or any Law applicable to the Issuing Lender or
         any request or directive (whether or not having the force of law) from
         any Governmental Agency with jurisdiction over the Issuing Lender shall
         prohibit, or request that the Issuing Lender refrain from, the issuance
         of letters of credit generally or such Letter of Credit in particular
         or shall impose upon the Issuing Lender with respect to such Letter of
         Credit any restriction, reserve or capital requirement (for which the
         Issuing Lender is not otherwise compensated hereunder) not in effect on
         the Closing Date, or shall impose upon the Issuing Lender any
         unreimbursed loss, cost or expense which was not applicable on the
         Closing Date and which the Issuing Lender in good faith deems material
         to it, (C) the issuance of such Letter of Credit would violate one or
         more policies of the Issuing Lender, or (D) the expiry date of such
         requested Letter of Credit would occur after the Letter of Credit
         Expiration Date, unless all of the Lenders have approved such expiry
         date.

                           (b)      Procedures for Issuance and Amendment of
         Letters of Credit.

                                    (1)      Each Letter of Credit shall be
                  issued or amended, as the case may be, upon the request of
                  Borrower or any Co-Borrower delivered to the Issuing Lender
                  (with a copy to the Administrative Agent) in the form of a
                  Letter of Credit Application, appropriately completed and
                  signed by a Responsible Official of Borrower or the relevant
                  Co-Borrower. Each Letter of Credit Application submitted by
                  the Borrower (or any Co-Borrower) shall be deemed to be a
                  representation and warranty that the conditions specified in
                  Section 8.3 have been satisfied on and as of the date of the
                  issuance of the Letter of Credit requested thereby. Such
                  Letter of Credit Application must be received by the Issuing
                  Lender and the Administrative Agent not later than 1:00 p.m.,
                  Los Angeles time, at least 3 Business Days (or such later date
                  and time as the Issuing Lender may agree in a particular
                  instance in its sole discretion) prior to the proposed
                  issuance date or date of amendment, as the case may be. In the
                  case of a request for an initial issuance of a Letter of
                  Credit, such Letter of Credit Application shall specify in
                  form and detail satisfactory to the Issuing Lender: (A) the
                  proposed issuance date of the requested Letter of Credit
                  (which shall be a Business Day); (B) the amount thereof; (C)
                  the expiry date thereof; (D) the name and address of the
                  beneficiary thereof; (E) the documents to be presented by such
                  beneficiary in case of any drawing thereunder; (F) the full
                  text of any certificate to be presented by such beneficiary in
                  case of any drawing thereunder; and (G) such other matters as
                  the Issuing Lender may require. In the case of a request for
                  an amendment of any outstanding Letter of Credit, such Letter
                  of Credit Application shall specify in form and detail
                  satisfactory to the Issuing Lender (W) the Letter of Credit to
                  be amended; (X) the proposed date of amendment thereof (which
                  shall be a Business Day); (Y) the nature of the proposed
                  amendment; and (Z) such other matters as the Issuing Lender
                  may require.

                                    (2)      Promptly after receipt of any
                  Letter of Credit Application, the Issuing Lender will confirm
                  with the Administrative Agent (by telephone or in writing)
                  that the Administrative Agent has received a copy of such
                  Letter of Credit Application from Borrower or the relevant
                  Co-Borrower and, if not, the Issuing Lender will provide the
                  Administrative Agent with a copy thereof. Upon receipt by the
                  Issuing Lender of confirmation from the Administrative Agent
                  that the requested issuance or amendment is permitted in
                  accordance with the terms hereof, then, subject to the terms
                  and conditions hereof, the Issuing Lender shall, on the
                  requested date, issue a Letter of Credit for the

                                      -31-

<PAGE>

                  account of Borrower or the relevant Co-Borrower or enter into
                  the applicable amendment, as the case may be, in each case in
                  accordance with the Issuing Lender's usual and customary
                  business practices. Immediately upon the issuance of each
                  Letter of Credit, each Lender shall be deemed to, and hereby
                  irrevocably and unconditionally agrees to, purchase from the
                  Issuing Lender a risk participation in such Letter of Credit
                  in an amount equal to the product of such Lender's Pro Rata
                  Share of the Revolving Commitment times the amount of such
                  Letter of Credit.

                                    (3)      Promptly after its delivery of any
                  Letter of Credit or any amendment to a Letter of Credit to an
                  advising Lender with respect thereto or to the beneficiary
                  thereof, the Issuing Lender will also deliver to Borrower or
                  the relevant Co-Borrower and the Administrative Agent a true
                  and complete copy of such Letter of Credit or amendment.

                           (c)      Drawings and Reimbursements; Funding of
         Participations.

                                    (1)      Upon receipt from the beneficiary
                  of any Letter of Credit of any notice of a drawing under such
                  Letter of Credit, the Issuing Lender shall notify Borrower or
                  the relevant Co-Borrower and the Administrative Agent thereof.
                  Not later than 11:00 a.m. Los Angeles time on the date of any
                  payment by the Issuing Lender under a Letter of Credit (each
                  such date, an "Honor Date"), Borrower or the relevant
                  Co-Borrower shall reimburse the Issuing Lender through the
                  Administrative Agent in an amount equal to the amount of such
                  drawing. If Borrower or the relevant Co-Borrower fails to so
                  reimburse the Issuing Lender by such time, the Administrative
                  Agent shall promptly notify each Revolving Lender of the Honor
                  Date, the amount of the unreimbursed drawing (the
                  "Unreimbursed Amount"), and the amount of such Revolving
                  Lender's Pro Rata Share thereof. In such event, Borrower shall
                  be deemed to have requested a Base Rate Loan under the
                  Revolving Commitment to be disbursed on the Honor Date in an
                  amount equal to the Unreimbursed Amount, without regard to the
                  minimum and multiples specified in Section 2.1(f) for the
                  principal amount of Base Rate Loans, but subject to the amount
                  of the unutilized portion of the Revolving Commitment and the
                  conditions set forth in Section 8.2 (other than the delivery
                  of a Request for Loan). Any notice given by the Issuing Lender
                  or the Administrative Agent pursuant to this Section 2.4(c)(1)
                  may be given by telephone if immediately confirmed in writing;
                  provided that the lack of such an immediate confirmation shall
                  not affect the conclusiveness or binding effect of such
                  notice.

                                    (2)      Each Revolving Lender (including
                  the Lender acting as Issuing Lender) shall upon any notice
                  pursuant to Section 2.4(c)(1) make funds available to the
                  Administrative Agent for the account of the Issuing Lender at
                  the Administrative Agent's Office in an amount equal to its
                  Pro Rata Share of the Unreimbursed Amount not later than 1:00
                  p.m. Los Angeles time on the Business Day specified in such
                  notice by the Administrative Agent, whereupon, subject to the
                  provisions of Section 2.4(c)(3), each Revolving Lender that so
                  makes funds available shall be deemed to have made a Committed
                  Advance to Borrower or the relevant Co-Borrower in such
                  amount. The Administrative Agent shall remit the funds so
                  received to the Issuing Lender.

                                    (3)      With respect to any Unreimbursed
                  Amount that is not fully refinanced by a Base Rate Loan
                  because the conditions set forth in Section 8.2 cannot be
                  satisfied or for any other reason, Borrower or the relevant
                  Co-Borrower shall be deemed to have incurred from the Issuing
                  Lender an L/C Borrowing in the amount of the

                                      -32-

<PAGE>

                  Unreimbursed Amount that is not so refinanced, which L/C
                  Borrowing shall be due and payable on demand (together with
                  interest) and shall bear interest at the Default Rate. In such
                  event, each Lender's payment to the Administrative Agent for
                  the account of the Issuing Lender pursuant to Section
                  2.4(c)(2) shall be deemed payment in respect of its
                  participation in such L/C Borrowing and shall constitute an
                  L/C Advance from such Revolving Lender in satisfaction of its
                  participation obligation under this Section 2.4.

                                    (4)      Until each Revolving Lender funds
                  its Committed Advance or L/C Advance pursuant to this Section
                  2.4(c) to reimburse the Issuing Lender for any amount drawn
                  under any Letter of Credit, interest in respect of such
                  Revolving Lender's Pro Rata Share of such amount shall be
                  solely for the account of the Issuing Lender.

                                    (5)      Each Revolving Lender's obligation
                  to make Committed Advances or L/C Advances to reimburse the
                  Issuing Lender for amounts drawn under Letters of Credit, as
                  contemplated by this Section 2.4(c), shall be absolute and
                  unconditional and shall not be affected by any circumstance,
                  including (A) any set-off, counterclaim, recoupment, defense
                  or other right which such Revolving Lender may have against
                  the Issuing Lender, Borrower, any Co-Borrower or any other
                  Person for any reason whatsoever; (B) the occurrence or
                  continuance of a Default, or (C) any other occurrence, event
                  or condition, whether or not similar to any of the foregoing;
                  provided, however, that each Revolving Lender's obligation to
                  make Committed Advances pursuant to this Section 2.4(c) is
                  subject to the conditions set forth in Section 8.2 (other than
                  delivery by Borrower or any Co-Borrower of a Request for
                  Loan). No such making of an L/C Advance shall relieve or
                  otherwise impair the obligation of Borrower or the relevant
                  Co-Borrower to reimburse the Issuing Lender for the amount of
                  any payment made by the Issuing Lender under any Letter of
                  Credit, together with interest as provided herein.

                                    (6)      If any Revolving Lender fails to
                  make available to the Administrative Agent for the account of
                  the Issuing Lender any amount required to be paid by such
                  Lender pursuant to the foregoing provisions of this Section
                  2.4(c) by the time specified in Section 2.4(c)(2), the Issuing
                  Lender shall be entitled to recover from such Lender (acting
                  through the Administrative Agent), on demand, such amount with
                  interest thereon for the period from the date such payment is
                  required to the date on which such payment is immediately
                  available to the Issuing Lender at a rate per annum equal to
                  the Federal Funds Rate from time to time in effect. A
                  certificate of the Issuing Lender submitted to any Revolving
                  Lender (through the Administrative Agent) with respect to any
                  amounts owing under this clause (6) shall be conclusive absent
                  manifest error.

                           (d)      Repayment of Participations.

                                    (1)      At any time after the Issuing
                  Lender has made a payment under any Letter of Credit and has
                  received from any Revolving Lender such Revolving Lender's L/C
                  Advance in respect of such payment in accordance with Section
                  2.4(c), if the Administrative Agent receives for the account
                  of the Issuing Lender any payment in respect of the related
                  Unreimbursed Amount or interest thereon (whether directly from
                  Borrower, or the relevant Co-Borrower or otherwise, including
                  proceeds of cash collateral applied thereto by the
                  Administrative Agent), the Administrative Agent will
                  distribute to such Revolving Lender its Pro Rata Share thereof
                  (appropriately adjusted, in the case of interest payments, to
                  reflect the period of time during which such Revolving

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<PAGE>

                  Lender's L/C Advance was outstanding) in the same funds as
                  those received by the Administrative Agent.

                                    (2)      If any payment received by the
                  Administrative Agent for the account of the Issuing Lender
                  pursuant to Section 2.4(c)(1) is required to be returned under
                  any of the circumstances described in Section 11.30 (including
                  pursuant to any settlement entered into by the Issuing Lender
                  in its discretion), each Revolving Lender shall pay to the
                  Administrative Agent for the account of the Issuing Lender its
                  Pro Rata Share thereof on demand of the Administrative Agent,
                  plus interest thereon from the date of such demand to the date
                  such amount is returned by such Revolving Lender, at a rate
                  per annum equal to the Federal Funds Rate from time to time in
                  effect.

                           (e)      Obligations Absolute. The obligation of
         Borrower and the Co-Borrowers to reimburse the Issuing Lender for each
         drawing under each Letter of Credit and to repay each L/C Borrowing
         shall be absolute, unconditional and irrevocable, and shall be paid
         strictly in accordance with the terms of this Agreement under all
         circumstances, including the following:

                                    (1)      any lack of validity or
                  enforceability of such Letter of Credit, this Agreement, or
                  any other agreement or instrument relating thereto;

                                    (2)      the existence of any claim,
                  counterclaim, set-off, defense or other right that Borrower or
                  the relevant Co-Borrower may have at any time against any
                  beneficiary or any transferee of such Letter of Credit (or any
                  Person for whom any such beneficiary or any such transferee
                  may be acting), the Issuing Lender or any other Person,
                  whether in connection with this Agreement, the transactions
                  contemplated hereby or by such Letter of Credit or any
                  agreement or instrument relating thereto, or any unrelated
                  transaction;

                                    (3)      any draft, demand, certificate or
                  other document presented under such Letter of Credit proving
                  to be forged, fraudulent, invalid or insufficient in any
                  respect or any statement therein being untrue or inaccurate in
                  any respect; or any loss or delay in the transmission or
                  otherwise of any document required in order to make a drawing
                  under such Letter of Credit;

                                    (4)      any payment by the Issuing Lender
                  under such Letter of Credit against presentation of a draft or
                  certificate that does not strictly comply with the terms of
                  such Letter of Credit; or any payment made by the Issuing
                  Lender under such Letter of Credit to any Person purporting to
                  be a trustee in bankruptcy, debtor-in-possession, assignee for
                  the benefit of creditors, liquidator, receiver or other
                  representative of or successor to any beneficiary or any
                  transferee of such Letter of Credit, including any arising in
                  connection with any proceeding under any Debtor Relief Law; or

                                    (5)      any other circumstance or happening
                  whatsoever, whether or not similar to any of the foregoing,
                  including any other circumstance that might otherwise
                  constitute a defense available to, or a discharge of, Borrower
                  or the relevant Co-Borrower.

         Borrower or the relevant Co-Borrower shall promptly examine a copy of
         each Letter of Credit and each amendment thereto that is delivered to
         it and, in the event of any claim of noncompliance with Borrower's or
         the relevant Co-Borrower's instructions or other irregularity, Borrower
         or the relevant Co-Borrower will immediately notify the Issuing Lender.
         Borrower or

                                      -34-

<PAGE>

         the relevant Co-Borrower shall be conclusively deemed to have waived
         any such claim against the Issuing Lender and its correspondents unless
         such notice is given as aforesaid.

                           (f)      Role of Issuing Lender. Each Lender,
         Borrower and each of the Co-Borrowers agree that, in paying any drawing
         under a Letter of Credit, the Issuing Lender shall not have any
         responsibility to obtain any document (other than any sight draft,
         certificates and documents expressly required by the Letter of Credit)
         or to ascertain or inquire as to the validity or accuracy of any such
         document or the authority of the Person executing or delivering any
         such document. None of the Issuing Lender, any Agent-Related Person nor
         any of the respective correspondents, participants or assignees of the
         Issuing Lender shall be liable to any Lender for (i) any action taken
         or omitted in connection herewith at the request or with the approval
         of the Lenders or the Requisite Lenders, as applicable; (ii) any action
         taken or omitted in the absence of gross negligence or willful
         misconduct; or (iii) the due execution, effectiveness, validity or
         enforceability of any document or instrument related to any Letter of
         Credit or Letter of Credit Application. Borrower and the relevant
         Co-Borrower hereby assume all risks of the acts or omissions of any
         beneficiary or transferee with respect to its use of any Letter of
         Credit; provided, however, that this assumption is not intended to, and
         shall not, preclude Borrower's or the relevant Co-Borrower's pursuing
         such rights and remedies as it may have against the beneficiary or
         transferee at law or under any other agreement. None of the Issuing
         Lender, any Agent-Related Person, nor any of the respective
         correspondents, participants or assignees of the Issuing Lender, shall
         be liable or responsible for any of the matters described in clauses
         (1) through (5) of Section 2.4(e); provided, however, that anything in
         such clauses to the contrary notwithstanding, Borrower or the relevant
         Co-Borrower may have a claim against the Issuing Lender, and the
         Issuing Lender may be liable to Borrower or the relevant Co-Borrower,
         to the extent, but only to the extent, of any direct, as opposed to
         consequential or exemplary, damages suffered by Borrower or the
         relevant Co-Borrower which such Borrower or such Co-Borrower proves
         were caused by the Issuing Lender's willful misconduct or gross
         negligence or the Issuing Lender's willful failure to pay under any
         Letter of Credit after the presentation to it by the beneficiary of a
         sight draft and certificate(s) strictly complying with the terms and
         conditions of a Letter of Credit. In furtherance and not in limitation
         of the foregoing, the Issuing Lender may accept documents that appear
         on their face to be in order, without responsibility for further
         investigation, regardless of any notice or information to the contrary,
         and the Issuing Lender shall not be responsible for the validity or
         sufficiency of any instrument transferring or assigning or purporting
         to transfer or assign a Letter of Credit or the rights or benefits
         thereunder or proceeds thereof, in whole or in part, which may prove to
         be invalid or ineffective for any reason.

                           (g)      Cash Collateral. Upon the request of the
         Administrative Agent, (i) if the Issuing Lender has honored any full or
         partial drawing request under any Letter of Credit and such drawing has
         resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit
         Expiration Date, any Letter of Credit may for any reason remain
         outstanding and partially or wholly undrawn, Borrower or the relevant
         Co-Borrower shall immediately Cash Collateralize the then outstanding
         amount of the Letter of Credit Usage (in an amount equal to such
         outstanding amount determined as of the date of such L/C Borrowing or
         the Letter of Credit Expiration Date, as the case may be). For purposes
         hereof, "Cash Collateralize" means to pledge and deposit with or
         deliver to the Administrative Agent, for the benefit of the Issuing
         Lender and the Revolving Lenders, as collateral for the then
         outstanding amount of the Letter of Credit Usage, cash or deposit
         account balances pursuant to documentation in form and substance
         satisfactory to the Administrative Agent and the Issuing Lender (which
         documents are hereby consented to by the Revolving Lenders), subject to
         any limitations in the Intercreditor Agreement. Derivatives of such
         term have corresponding meanings. Any Cash Collateral shall be
         maintained in blocked, non-interest bearing deposit accounts at Bank of
         America.

                                      -35-

<PAGE>

                           (h)      Applicability of ISP98 and UCP. Unless
         otherwise expressly agreed by the Issuing Lender and Borrower or the
         relevant Co-Borrower when a Letter of Credit is issued, (i) the rules
         of the "International Standby Practices 1998" published by the
         Institute of International Banking Law & Practice (or such later
         version thereof as may be in effect at the time of issuance) shall
         apply to each Standby Letter of Credit, and (ii) the rules of the
         Uniform Customs and Practice for Documentary Credits, as most recently
         published by the International Chamber of Commerce (the "ICC") at the
         time of issuance (including the ICC decision published by the
         Commission on Banking Technique and Practice on April 6, 1998 regarding
         the European single currency (euro)) shall apply to each Commercial
         Letter of Credit.

                           (i)      Conflict with Letter of Credit Application.
         In the event of any conflict between the terms hereof and the terms of
         any Letter of Credit Application, the terms hereof shall control.

                           (j)      Fees for Modifications. The issuance of any
         supplement, modification, amendment, renewal, or extension to or of any
         Letter of Credit shall be treated in all respects the same as the
         issuance of a new Letter of Credit, except that the Issuing Lender's
         issuance fees shall be payable as set forth in the letter agreement
         referred to in Section 3.5.

                  2.5      Competitive Advances.

                           (a)      Subject to the terms and conditions hereof,
         at any time and from time to time from the Closing Date through and
         including the Maturity Date, each Revolving Lender may in its sole and
         absolute discretion make Competitive Advances to Borrower or to any
         Co-Borrower in Dollars pursuant to Competitive Bids accepted by
         Borrower or the relevant Co-Borrower in such principal amounts as
         Borrower or the relevant Co-Borrower may request pursuant to a
         Competitive Bid Request that do not result in the aggregate outstanding
         principal Indebtedness evidenced by the Competitive Revolving Notes
         being in excess of the Maximum Competitive Outstandings Amount,
         provided that after giving effect to the making of each Competitive
         Advance, the sum of the Indebtedness evidenced by the Committed
         Revolving Notes and the Competitive Revolving Notes plus the Letters of
         Credit Usage plus the Swing Line Outstandings shall not exceed the then
         effective Revolving Commitment. Each Competitive Advance made to a
         Co-Borrower shall be directly used to finance the development,
         construction or operation of hotel/casino properties owned by that
         Co-Borrower. No Competitive Advance made by any Revolving Lender shall
         relieve that Revolving Lender of its Pro Rata Share of the undrawn
         Revolving Commitment.

                           (b)      Borrower or the relevant Co-Borrower shall
         request Competitive Advances by submitting Competitive Bid Requests to
         the Administrative Agent, which specify the relevant date, amount and
         maturity of the proposed Competitive Advance and whether the
         Competitive Bid requested is an Absolute Rate Bid or a LIBOR Margin
         Bid, or both. Borrower and each Co-Borrower may submit telephonic
         requests for Competitive Advances. Any Competitive Bid Request made by
         telephone shall promptly be confirmed by the delivery to Administrative
         Agent in person or by telecopier of a written Competitive Bid Request.
         The Administrative Agent shall incur no liability whatsoever hereunder
         in acting upon any telephonic Competitive Bid Request purportedly made
         by a Responsible Official of Borrower or Co-Borrower, each of which
         hereby agrees to indemnify the Administrative Agent from any loss,
         cost, expense or liability as a result of so acting. The Competitive
         Bid Request must be received by the Administrative Agent not later than
         9:00 a.m., Los Angeles time, on a Business Day that is at least one
         Business Day prior to the date of the proposed Competitive Advance if
         an Absolute

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<PAGE>

         Rate Bid is requested; if a LIBOR Margin Bid is requested, it must be
         received by the Administrative Agent five Business Days prior to the
         date of the proposed Competitive Advance.

                           (c)      Unless the Administrative Agent otherwise
         agrees, in its sole and absolute discretion, no Competitive Bid Request
         may be submitted within the five Business Day period following
         submission of another Competitive Bid Request.

                           (d)      Each Competitive Bid Request must be made
         for a Competitive Advance of at least $10,000,000 and shall be in an
         integral multiple of $1,000,000.

                           (e)      No Competitive Bid Request shall be made for
         a Competitive Advance with a maturity of less than 14 days or more than
         180 days, or with a maturity date subsequent to the Maturity Date.

                           (f)      The Administrative Agent shall, promptly
         after receipt of a Competitive Bid Request, notify the Revolving
         Lenders thereof by telephone and provide the Revolving Lenders a copy
         thereof by telecopier. Any Revolving Lender may, by written notice to
         the Administrative Agent (with a copy to Borrower and the
         Co-Borrowers), advise the Administrative Agent that it elects not to be
         so notified of Competitive Bid Requests, in which case the
         Administrative Agent shall not notify such Revolving Lender of the
         Competitive Bid Request.

                           (g)      Each Revolving Lender receiving a
         Competitive Bid Request may, in its sole and absolute discretion, make
         or not make a Competitive Bid responsive to the Competitive Bid
         Request. Each Competitive Bid shall be submitted to the Administrative
         Agent not later than 7:30 a.m. (or, in the case of the Revolving Lender
         which is also the Administrative Agent, not later than 7:15 a.m.) Los
         Angeles time, in the case of a LIBOR Margin Bid, on the date which is
         four Business Days prior to the requested Competitive Advance and, in
         the case of an Absolute Rate Bid, on the date of the requested
         Competitive Advance. Any Competitive Bid received by the Administrative
         Agent after 7:30 a.m. (or 7:15 a.m. in the case of the Revolving Lender
         which is also the Administrative Agent) on such date shall be
         disregarded for purposes of this Agreement. Any Competitive Bid made by
         telephone shall promptly be confirmed by the delivery to the
         Administrative Agent in person or by telecopier of a written
         Competitive Bid. The Administrative Agent shall incur no liability
         whatsoever hereunder in acting upon any telephonic Competitive Bid
         purportedly made by a Responsible Official of a Revolving Lender, each
         of which hereby agrees to indemnify the Administrative Agent from any
         loss, cost, expense or liability as a result of so acting with respect
         to that Revolving Lender.

                           (h)      Each Competitive Bid shall specify the fixed
         interest rate or the margin over LIBOR, as applicable, for the offered
         Maximum Competitive Advance set forth in the Competitive Bid. The
         Maximum Competitive Advance offered by a Revolving Lender in a
         Competitive Bid may be less than the Competitive Advance requested by
         Borrower or the relevant Co-Borrower in the Competitive Bid Request,
         but, if so, shall be an integral multiple of $1,000,000. Any
         Competitive Bid which offers an interest rate other than a fixed
         interest rate or a margin over LIBOR, is in a form other than set forth
         in Exhibit D or which otherwise contains any term, condition or
         provision not contained in the Competitive Bid Request shall be
         disregarded for purposes of this Agreement. A Competitive Bid once
         submitted to the Administrative Agent shall be irrevocable until 8:30
         a.m. Los Angeles time, in the case of a LIBOR Margin Bid, on the date
         which is three Business Days prior to the requested Competitive Advance
         and, in the case of an Absolute Rate Bid, on the date of the proposed
         Competitive

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<PAGE>

         Advance set forth in the related Competitive Bid Request, and shall
         expire by its terms at such time unless accepted by Borrower or the
         relevant Co-Borrower prior thereto.

                           (i)      Promptly after 7:30 a.m. Los Angeles time,
         in the case of a LIBOR Margin Bid, on the date which is four Business
         Days prior to the date of the proposed Competitive Advance and, in the
         case of an Absolute Rate Bid, on the date of the proposed Competitive
         Advance, the Administrative Agent shall notify Borrower or the relevant
         Co-Borrower of the names of the Revolving Lenders providing Competitive
         Bids to the Administrative Agent at or before 7:30 a.m. on that date
         (or 7:15 a.m. in the case of the Revolving Lender which is also the
         Administrative Agent) and the Maximum Competitive Advance and fixed
         interest rate or margin over LIBOR set forth by each such Revolving
         Lender in its Competitive Bid. The Administrative Agent shall promptly
         confirm such notification in writing delivered in person or by
         telecopier to Borrower or the relevant Co-Borrower.

                           (j)      Borrower or the relevant Co-Borrower may, in
         its sole and absolute discretion, reject any or all of the Competitive
         Bids. If Borrower or the relevant Co-Borrower accepts any Competitive
         Bid, the following shall apply: (a) Borrower or the relevant
         Co-Borrower must accept all Absolute Rate Bids at all lower fixed
         interest rates before accepting any portion of an Absolute Rate Bid at
         a higher fixed interest rate, (b) Borrower or the relevant Co-Borrower
         must accept all LIBOR Margin Bids at all lower margins over LIBOR
         before accepting any portion of a LIBOR Margin Bid at a higher margin
         over LIBOR, (c) if two or more Revolving Lenders have submitted a
         Competitive Bid at the same fixed interest rate or margin, then
         Borrower or the relevant Co-Borrower must accept either all of such
         Competitive Bids or accept such Competitive Bids in the same proportion
         as the Maximum Competitive Advance of each Revolving Lender bears to
         the aggregate Maximum Competitive Advances of all such Revolving
         Lenders, and (d) Borrower and the Co-Borrower may not accept
         Competitive Bids for an aggregate amount in excess of the requested
         Competitive Advance set forth in the Competitive Bid Request. Borrower
         or the relevant Co-Borrower must accept (i) each LIBOR Margin Bid prior
         to 8:30 a.m. on the date which is three Business Days prior to the
         requested Competitive Advance and (iii) each Absolute Rate Bid prior to
         8:30 a.m. on the date of the requested Competitive Advance or shall be
         deemed to have rejected the offered Competitive Advances. Acceptance of
         a Competitive Bid by Borrower or a Co-Borrower shall be irrevocable
         upon communication thereof to the Administrative Agent. The
         Administrative Agent shall promptly notify each of the Revolving
         Lenders whose Competitive Bid has been accepted by Borrower or the
         relevant Co-Borrower by telephone, which notification shall promptly be
         confirmed in writing delivered in person or by telecopier to such
         Revolving Lenders.

                           (k)      In the case of LIBOR Margin Bids, the
         Administrative Agent shall determine LIBOR on the date which is two
         Business Days prior to the date of the proposed Competitive Advance,
         and shall promptly thereafter notify Borrower or the relevant
         Co-Borrower and the Revolving Lenders whose Competitive Bids were
         accepted by Borrower or the relevant Co-Borrower of such LIBOR.

                           (l)      A Revolving Lender whose Competitive Bid has
         been accepted shall make the Competitive Advance in accordance with the
         Competitive Bid Request and with its Competitive Bid, subject to the
         applicable conditions set forth in this Agreement by making funds
         immediately available to the Administrative Agent at the Administrative
         Agent's Office in the amount of such Competitive Advance not later than
         12:00 noon, Los Angeles time, on the date set forth in the Competitive
         Bid Request. The Administrative Agent shall then promptly credit the
         Competitive Advance in immediately available funds to the relevant
         Deposit Account.

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<PAGE>

                           (m)      The Administrative Agent shall notify
         Borrower and the Revolving Lenders promptly after any Competitive
         Advance is made of the amounts and maturity of such Competitive
         Advances and the identity of the Revolving Lenders making such
         Competitive Advances.

                           (n)      The Competitive Advances made by each
         Revolving Lender shall be evidenced by that Revolving Lender's
         Competitive Revolving Note.

                  2.6      Swing Line.

                           (a)      Subject to the terms and conditions set
         forth herein, from the Closing Date through the day prior to the
         Maturity Date the Swing Line Lender shall make Swing Line Loans to
         Borrower and each of the Co-Borrowers in such amounts as they may
         request which do not result in the sum of the Indebtedness evidenced by
         the Committed Revolving Notes and the Competitive Revolving Notes plus
         the Letters of Credit Usage plus the Swing Line Outstandings exceeding
         the then effective Revolving Commitment (as in effect on the date of
         the making of the related Swing Line Loan), provided that (i) after
         giving effect to each Swing Line Loan, the Swing Line Outstandings
         shall not exceed $50,000,000, (ii) without the consent of all of the
         Lenders, no Swing Line Loan may be made during the continuation of an
         Event of Default and (iii) the Swing Line Lender has not given at least
         twenty-four hours prior notice to Borrower and the Co-Borrowers that
         availability under the Swing Line is suspended or terminated. Borrower
         and the Co-Borrowers may borrow, repay and reborrow under this Section.
         Unless notified to the contrary by the Swing Line Lender, borrowings
         under the Swing Line may be made in amounts which are integral
         multiples of $100,000 upon telephonic request by a Responsible Official
         of Borrower or the relevant Co-Borrower made to the Administrative
         Agent not later than 1:00 p.m., Los Angeles time, on the Business Day
         of the requested borrowing (which telephonic request shall be promptly
         confirmed in writing by telecopier), provided that if the requested
         Swing Line Loan is to be credited to an account which is not with the
         Swing Line Lender, the request must be submitted by 11:30 a.m., Los
         Angeles time. Promptly after receipt of such a request for borrowing,
         the Administrative Agent shall provide telephonic verification to the
         Swing Line Lender that, after giving effect to such request, the sum of
         the Indebtedness evidenced by the Committed Revolving Notes and the
         Competitive Revolving Notes plus the Letters of Credit Usage plus the
         Swing Line Outstandings will not exceed the then effective Revolving
         Commitment (and such verification shall be promptly confirmed in
         writing by telecopier). Unless notified to the contrary by the Swing
         Line Lender, each repayment of a Swing Line Loan shall be in an amount
         which is an integral multiple of $100,000. If Borrower or the relevant
         Co-Borrower instructs the Swing Line Lender to debit its demand deposit
         account at the Swing Line Lender in the amount of any payment with
         respect to a Swing Line Loan, or the Swing Line Lender otherwise
         receives repayment, after 3:00 p.m., Los Angeles time, on a Business
         Day, such payment shall be deemed received on the next Business Day.
         The Swing Line Lender shall promptly notify the Administrative Agent of
         the Swing Line Outstandings each time there is a change therein or if
         it suspends or terminates availability under the Swing Line.

                           (b)      Swing Line Loans shall bear interest at a
         fluctuating rate per annum equal to the Base Rate plus the Base Rate
         Margin minus one percent per annum. Interest shall be payable on such
         dates, not more frequent than monthly, as may be specified by the Swing
         Line Lender and in any event on the Maturity Date. The Swing Line
         Lender shall be responsible for invoicing Borrower or the relevant
         Co-Borrower for such interest. Interest payable on Swing Line Loans is
         solely for the account of the Swing Line Lender (subject to clause (d)
         below).

                                      -39-

<PAGE>

                           (c)      The Swing Line Loans shall be payable within
         five Business Days after demand made by the Swing Line Lender and in
         any event on the Maturity Date or any earlier date when all other
         Obligations are due.

                           (d)      Upon the making of a Swing Line Loan in
         accordance with Section 2.6(a), each Revolving Lender shall be deemed
         to have purchased from the Swing Line Lender a participation therein in
         an amount equal to that Lender's Pro Rata Share of the Revolving
         Commitment times the amount of the Swing Line Loan. Upon demand made by
         the Swing Line Lender through the Administrative Agent, each Revolving
         Lender shall, according to its Pro Rata Share of the Revolving
         Commitment, promptly provide to the Swing Line Lender its purchase
         price therefor in an amount equal to its participation therein. The
         obligation of each Revolving Lender to so provide its purchase price to
         the Swing Line Lender shall be absolute and unconditional (subject only
         to the making of a demand upon that Revolving Lender by the Swing Line
         Lender) and shall not be affected by the occurrence of a Default or
         Event of Default; provided that no Revolving Lender shall be obligated
         to purchase its Pro Rata Share under the Revolving Commitment of (i)
         Swing Line Loans to the extent that Swing Line Outstandings are in
         excess of $50,000,000 or to the extent that the sum of the Indebtedness
         evidenced by the Committed Revolving Notes and the Competitive
         Revolving Notes plus the Letters of Credit Usage plus the Swing Line
         Outstandings exceeds the Revolving Commitment (as in effect on the date
         of the making of the related Swing Line Loan) and (ii) any Swing Line
         Loan made (absent the consent of all of the Revolving Lenders) at any
         time when the applicable conditions set forth in Section 8.2 have not
         been satisfied. Each Revolving Lender that has provided to the Swing
         Line Lender the purchase price due for its participation in Swing Line
         Loans shall thereupon acquire a pro rata participation, to the extent
         of such payment, in the claim of the Swing Line Lender against Borrower
         and the Co-Borrowers for principal and interest and shall share, in
         accordance with that pro rata participation, in any principal payment
         made by Borrower or the Co-Borrowers with respect to such claim and in
         any interest payment made by Borrower or the Co-Borrowers (but only
         with respect to periods subsequent to the date such Revolving Lender
         paid the Swing Line Lender its purchase price) with respect to such
         claim.

                           (e)      Upon any demand for payment of the Swing
         Line Outstandings by the Swing Line Lender (unless Borrower or the
         relevant Co-Borrower has made other arrangements acceptable to the
         Swing Line Lender to reduce the Swing Line Outstandings to $0),
         Borrower or the relevant Co-Borrower shall request a Committed Loan
         pursuant to Section 2.1(a) sufficient to repay all Swing Line
         Outstandings (and, for this purpose, Section 2.1(f) shall not apply).
         In each case, the Administrative Agent shall automatically provide the
         respective Committed Advances made by each Revolving Lender to the
         Swing Line Lender (which the Swing Line Lender shall then apply to the
         Swing Line Outstandings). In the event that Borrower and the
         Co-Borrowers fail to request a Committed Loan within the time specified
         by Section 2.2 on any such date, the Administrative Agent may, but is
         not required to, without notice to or the consent of Borrower or the
         Co-Borrowers, cause Committed Advances to be made by the Revolving
         Lenders under the Revolving Commitment in amounts which are sufficient
         to reduce the Swing Line Outstandings as required above. The conditions
         precedent set forth in Article 8 shall not apply to Committed Advances
         to be made by the Revolving Lenders pursuant to the three preceding
         sentences but the Revolving Lenders shall not be obligated to make such
         Committed Advances to the extent that the conditions set forth in
         Section 2.6(a)(i), (ii) and (iii) were not satisfied as to any Swing
         Line Loan which is part of such Swing Line Outstandings. The proceeds
         of such Committed Advances shall be paid directly to the Swing Line
         Lender for application to the Swing Line Outstandings.

                           2.7      Co-Borrowers. Detroit is hereby designated
as a direct Co-Borrower under this Agreement, with the right to request Loans
and Letters of Credit through the Administrative Agent

                                      -40-

<PAGE>
directly from the Lenders and the Issuing Lender, subject to the terms and
conditions set forth herein, provided that (a) each Loan and Letter of Credit
made hereunder to Detroit or any other Co-Borrower shall be used solely and
directly to finance the development, construction or operation of hotel/casino
properties owned by that Co-Borrower, and (b) the liability of Detroit is
limited to that portion of the Obligations which are actually borrowed or
received by Detroit. From time to time following the Closing Date, Borrower may
designate one or more Guarantors which are United States domestic Persons to be
additional joint and several direct Co-Borrowers hereunder by written request to
the Administrative Agent accompanied by (a) an executed Assumption Agreement and
appropriate Notes executed by the designated Guarantor, (b) a certificate of
good standing of the designated Guarantor in the jurisdiction of its
incorporation, (c) a certified corporate authority resolution covering the
execution and delivery of the Assumption Agreement and such Notes, (d) a written
consent to the Assumption Agreement executed by each other Guarantor, and (e) an
appropriate written legal opinion similar to the Opinions with respect to the
Co-Borrower and the Assumption Agreement. The Administrative Agent shall
promptly notify the Lenders of such request, together with copies of such of the
foregoing as any Lender may request and the designated Guarantor shall become a
Co-Borrower hereunder.

                 2.8      Mandatory Reductions of the Term Commitment. Borrower
and the Co-Borrowers shall repay the Term Loans on each Quarterly Payment Date,
commencing with the Quarterly Payment Date occurring on December 31, 2005, in
the related Term Amortization Amount. Each prepayment of the Term Loan shall be
applied to installments of principal in respect of the Term Loans in the order
of their occurrence unless the Borrower otherwise specifies in writing at the
time of such prepayment in a writing making reference to this Section.

                 2.9      Voluntary Reduction of the Commitments. Borrower and
the Co-Borrowers shall have the right, at any time and from time to time,
without penalty or charge, upon at least three Business Days' prior written
notice by a Responsible Official of Borrower and the Co-Borrowers to the
Administrative Agent, voluntarily to reduce, permanently and irrevocably, in
aggregate principal amounts in an integral multiple of $1,000,000 (but in the
case of assignments of Pro Rata Shares of the Revolving Commitment, not less
than $5,000,000), or to terminate, all or a portion of the then undisbursed
portion of either of the Commitments; provided that (a) the Revolving Commitment
may not be so reduced below an amount equal to the sum of (i) the aggregate
principal amount outstanding under the Committed Revolving Notes and the
Competitive Revolving Notes, plus (ii) the Letters of Credit Usage plus (iii)
the Swing Line Outstandings, and (b) concurrently with each reduction of the
Term Commitment, the Term Loans shall be prepaid in the same amount (with each
such prepayment to be applied to Term Amortization Amounts in the inverse order
of their occurrence). The Administrative Agent shall promptly notify the Lenders
of any reduction or termination of the Commitments under this Section.

                 2.10     Optional Termination of Commitments. Following the
occurrence of a Change in Control, the Requisite Lenders may in their sole and
absolute discretion elect to terminate the Commitments during the sixty day
period immediately subsequent to the later of (a) such occurrence or (b) the
earlier of (i) receipt of written notice to the Administrative Agent of the
Change in Control from Borrower and the Co-Borrowers, or (ii) if no such notice
has been received by the Administrative Agent, the date upon which the
Administrative Agent has actual knowledge thereof. In the event that the Lenders
elect to so terminate the Commitments, the Commitments shall be terminated
effective on the date which is sixty days subsequent to written notice from the
Administrative Agent to Borrower and the Co-Borrowers thereof.

                 2.11     Administrative Agent's Right to Assume Funds Available
for Advances. Unless the Administrative Agent shall have been notified by any
Lender no later than 10:00 a.m. on the Business Day of the proposed funding by
the Administrative Agent of any Loan that such Lender does not intend

                                      -41-

<PAGE>
to make available to the Administrative Agent such Lender's portion of the
total amount of such Loan, the Administrative Agent may assume that such Lender
has made such amount available to the Administrative Agent on the date of the
Loan and the Administrative Agent may, in reliance upon such assumption, make
available to Borrower or the relevant Co-Borrower a corresponding amount. If the
Administrative Agent has made funds available to Borrower or a Co-Borrower based
on such assumption and such corresponding amount is not in fact made available
to the Administrative Agent by such Lender, the Administrative Agent shall be
entitled to recover such corresponding amount on demand from such Lender. If
such Lender does not pay such corresponding amount forthwith upon the
Administrative Agent's demand therefor, the Administrative Agent promptly shall
notify Borrower or that Co-Borrower who shall pay such corresponding amount to
the Administrative Agent. The Administrative Agent also shall be entitled to
recover from such Lender interest on such corresponding amount in respect of
each day from the date such corresponding amount was made available by the
Administrative Agent to Borrower or the Co-Borrowers to the date such
corresponding amount is recovered by the Administrative Agent, at a rate per
annum equal to the daily Federal Funds Rate. Nothing herein shall be deemed to
relieve any Lender from its obligation to fulfill its share of the Commitments
or to prejudice any rights which the Administrative Agent, Borrower or any
Co-Borrower may have against any Lender as a result of any default by such
Lender hereunder.

                  2.12     Release and Reattachment of Collateral.

                           (a)      If, following the Closing Date, Borrower and
         its Restricted Subsidiaries are then entitled to the release of all of
         the Liens described in the Intercreditor Agreement, both pursuant to
         this Agreement, pursuant to the Intercreditor Agreement and pursuant to
         the credit documents governing each of the then existing Qualified
         Obligations, and provided that no Default or Event of Default has then
         occurred and remains continuing, Borrower and the Co-Borrowers may in
         their sole discretion request that the Administrative Agent release,
         and that the Administrative Agent as a Creditor Representative under
         the Intercreditor Agreement direct the Collateral Agent to release,
         each of the Liens securing the Obligations and the other Qualified
         Obligations. Borrower and the Co-Borrowers shall submit any request
         under this Section in the form of a Certificate, in form and substance
         acceptable to the Administrative Agent, signed by a Senior Officer of
         Borrower and each Co-Borrower certifying that no Default or Event of
         Default exists, together with a written consent to the release of
         collateral executed by each Guarantor and such other supporting
         information as the Administrative Agent may request, including evidence
         reasonably satisfactory to the Administrative Agent that the Collateral
         Agent and the holders of the other Qualified Obligations shall
         previously or concurrently release all Liens held by such creditors.
         Promptly upon receipt of such a Certificate, the Administrative Agent
         shall (i) provide a copy thereof to the Lenders, (ii) direct the
         Collateral Agent to return to the Persons legally entitled thereto, all
         Collateral pledged in support of the Obligations and the other
         Qualified Obligations, and (iii) release any Liens then held for the
         Obligations by the Administrative Agent (other than any rights of set
         off or other inchoate Liens), but subject to the requirement that the
         Liens held by the Collateral Agent and the holders of the other
         Qualified Obligations are previously or concurrently released, all at
         the sole expense of Borrower and the Co-Borrowers (a "Collateral
         Release"). No Collateral Release shall constitute or be construed as a
         release (or to require the release) of the Guaranty.

                           (b)      If, following any Collateral Release, a
         Collateral Event occurs, then Borrower and the Co-Borrowers shall, and
         shall cause each of the Restricted Subsidiaries to, promptly and in any
         event within thirty days following the occurrence of such Collateral
         Event and in any event not later than the granting of any Liens in such
         collateral for the benefit of any Senior Indebtedness, grant perfected
         Liens in the same collateral to secure the Obligations (including any
         Related Swap Agreements) equally, ratably and on a pari passu basis
         with such

                                      -42-

<PAGE>


         Senior Indebtedness, provided that Borrower and the Restricted
         Subsidiaries shall not be obligated to provide Liens in any Property to
         the extent that Gaming Laws prohibit the granting of Liens in such
         Property to holders of the Obligations and the Senior Indebtedness
         unless and until all required approvals of Gaming Boards thereto are
         obtained. In such event, Borrower shall, and shall cause each
         Restricted Subsidiary to, use its best efforts to obtain all necessary
         consents from the applicable Gaming Boards to grant a perfected Lien on
         such Property securing the Obligations and such Senior Indebtedness
         and, upon receipt of all consents needed to grant such a perfected
         Lien, shall promptly take all action (or cause the Restricted
         Subsidiaries to take all action) reasonably necessary in order to grant
         and perfect such a Lien. The Liens granted pursuant to this clause (b)
         shall be (i) equal, ratable and pari passu with any Liens securing the
         other Senior Indebtedness, (ii) granted concurrently therewith, and
         (iii) granted pursuant to instruments, documents and agreements which
         are similar to the Collateral Documents or otherwise reasonably
         acceptable to the Administrative Agent. While each of the Liens
         contemplated by this clause (b) shall be equal, ratable and pari passu
         in the manner described above, it is acknowledged that the same may
         subordinate to certain prior Liens in favor of creditors other than the
         holders of Senior Indebtedness permitted pursuant to Section 6.6. In
         connection with the granting of any such Liens, Borrower and its
         Restricted Subsidiaries shall provide to the Administrative Agent (y)
         policies of title insurance on customary terms and conditions, to the
         extent that policies of title insurance on the corresponding Property
         are provided to the holders of other classes of Senior Indebtedness
         (and in an insured amount that is proportionately equal to the policies
         provided to the holders of the other classes of Senior Indebtedness),
         and (z) legal opinions and other assurances as the Administrative Agent
         may reasonably request.

                  2.13     Senior Indebtedness. The Obligations shall be and
hereby are designated as "Senior Indebtedness" and "Senior Obligations" of the
Borrower and its Restricted Subsidiaries with respect to all Subordinated
Obligations, and all payments with respect to any Subordinated Obligations shall
be subject to Section 6.1.

                  2.14     Collateral. As of the Closing Date and each
subsequent date, unless a Collateral Release has occurred and no re-attachment
has thereafter occurred, the Obligations under the Loan Documents, including
each Related Swap Agreement, are secured by the Collateral contemplated by the
Intercreditor Agreement and the Collateral Documents on an equal, ratable and
pari passu basis with the other Qualified Obligations, as provided for in the
Intercreditor Agreement and in the manner set forth therein.

                                      -43-
<PAGE>

                                    ARTICLE 3
                                PAYMENTS AND FEES

                  3.1      Principal and Interest.

                           (a)      Interest shall be payable on the outstanding
         daily unpaid principal amount of each Advance from the date thereof
         until payment in full is made and shall accrue and be payable at the
         rates set forth or provided for herein before and after Default, before
         and after maturity, before and after judgment, and before and after the
         commencement of any proceeding under any Debtor Relief Law, with
         interest on overdue principal and interest at the Default Rate to the
         fullest extent permitted by applicable Laws.

                           (b)      Interest accrued on each Base Rate Loan on
         each Quarterly Payment Date shall be due and payable on that day.
         Except as otherwise provided in Section 3.9, the unpaid principal
         amount of any Base Rate Loan shall bear interest at a fluctuating rate
         per annum equal to the Base Rate plus the applicable Base Rate Margin.
         Each change in the interest rate under this Section 3.1(b) due to a
         change in the Base Rate shall take effect simultaneously with the
         corresponding change in the Base Rate.

                           (c)      Interest accrued on each LIBOR Loan which is
         for a term of three months or less shall be due and payable on the last
         day of the related Interest Period. Interest accrued on each other
         LIBOR Loan shall be due and payable on the date which is three months
         after the date such LIBOR Loan was made (and, every three months
         thereafter through the last day of the Interest Period) and on the last
         day of the related Interest Period. Except as otherwise provided in
         Section 3.9, the unpaid principal amount of any LIBOR Loan shall bear
         interest at a rate per annum equal to LIBOR for that LIBOR Loan plus
         the applicable LIBOR Margin.

                           (d)      Interest accrued on each Competitive Advance
         shall be due and payable on the maturity date of the Competitive
         Advance. Except as otherwise provided in Section 3.9, the unpaid
         principal amount of each Competitive Advance shall bear interest at the
         fixed interest rate or the margin over LIBOR specified in the related
         Competitive Bid.

                           (e)      If not sooner paid, the principal
         Indebtedness evidenced by the Notes shall be payable as follows:

                                    (i)      the amount, if any, by which the
                  Obligations outstanding (including, without limitation,
                  obligations evidenced by the Competitive Revolving Notes)
                  under the Revolving Commitment at any time exceed the then
                  applicable Revolving Commitment, shall be payable immediately;

                                    (ii)     the Term Loans shall be payable on
                  each Quarterly Payment Date in the related Term Amortization
                  Amount;

                                    (iii)    the principal amount of each
                  Competitive Advance shall be payable on the maturity date
                  specified in the related Competitive Bid; and

                                    (iv)     the principal Indebtedness
                  evidenced by the Notes shall in any event be payable on the
                  Maturity Date.

                           (f)      The Notes may, at any time and from time to
         time, voluntarily be paid or prepaid in whole or in part without
         premium or penalty, except that with respect to any voluntary

                                      -44-
<PAGE>

         prepayment under this Section 3.1(f), (i) any partial prepayment shall
         be not less than $5,000,000, or in integral multiples of $1,000,000
         which are in excess of $5,000,000, (ii) the Administrative Agent shall
         have received written notice of any prepayment by 9:00 a.m., Los
         Angeles time, on the Business Day prior to the date of prepayment
         (which must be a Business Day) in the case of a Base Rate Loan, and, in
         the case of a LIBOR Loan, three Business Days before the date of
         prepayment, which notice shall identify the date and amount of the
         prepayment and the Loan(s) being prepaid, (iii) each prepayment of
         principal on any LIBOR Loan shall be accompanied by payment of interest
         accrued to the date of payment on the amount of principal paid, (iv)
         any payment or prepayment of all or any part of any LIBOR Loan on a day
         other than the last day of the applicable Interest Period shall be
         subject to Section 3.8(e) and (v) each prepayment of the Term Loans
         shall be applied to Term Amortization Amounts in the inverse order of
         their maturity. Promptly following receipt of a notice of prepayment
         under clause (ii) above, the Administrative Agent shall notify each
         Lender by telephone or telecopier (and if by telephone, promptly
         confirmed by telecopier) of the date and amount thereof.

                           (g)      No Competitive Revolving Note may be prepaid
         without the prior written consent of the Lender making such Competitive
         Advance.

                  3.2      Joint Lead Arranger's Fees. On the date hereof,
Borrower shall pay to the Joint Lead Arrangers fees in the amounts heretofore
agreed upon by letter agreement between Borrower and the Joint Lead Arrangers.
These fees are for the services of the Joint Lead Arrangers in arranging the
credit facilities under this Agreement and are fully earned when paid and are
nonrefundable.

                  3.3      Upfront Fees. On the date hereof, Borrower shall pay
to the Administrative Agent, for the account of each Lender, upfront fees in an
amount equal to (a) that Lender's allocated Pro Rata Share of the relevant
Commitments times (b) a fee percentage based upon the amount of the offered
commitment of that Lender to the credit facilities described herein, as set
forth in a written confirmation delivered to that Lender by the Lead Arranger,
provided that the fee percentage for Bank of America shall be as set forth in a
letter agreement with Bank of America. Such upfront fees are for the credit
facilities committed by each Lender under this Agreement and are fully earned
when paid. The upfront fees paid to each Lender are solely for its own account
and are nonrefundable.

                  3.4      Unused Fees. From the Closing Date, Borrower and the
Co-Borrowers shall pay to the Administrative Agent, for the ratable accounts of
the Revolving Lenders pro rata according to their Pro Rata Shares of the
Revolving Commitment, an unused fee equal to the Unused Fee Rate in effect from
time to time times the difference between (a) the principal amount of the
Revolving Commitment, and (b) the aggregate principal amount of the Obligations
outstanding from time to time under the Revolving Commitment (including the
Letters of Credit), other than the Swing Line Outstandings and other than the
aggregate principal amount outstanding under the Competitive Revolving Notes
(the "Unused Fee"). The Unused Fees shall be payable quarterly in arrears on
each Quarterly Payment Date, on the Maturity Date upon the date of any partial
reduction or termination of the Revolving Commitment pursuant to Sections 2.9,
2.10 or 11.26.

                  3.5      Letter of Credit Fees. With respect to each Letter of
Credit, Borrower and the Co-Borrowers shall pay the following fees:

                           (a)      concurrently with the issuance of each
         Standby Letter of Credit, a letter of credit issuance fee to the
         Issuing Lender for the sole account of the Issuing Lender, in an amount
         set forth in a letter agreement between Borrower and the Issuing
         Lender;

                                      -45-
<PAGE>

                           (b)      concurrently with the issuance of each
         Standby Letter of Credit, to the Administrative Agent for the ratable
         account of the Revolving Lenders in accordance with their Pro Rata
         Shares of the Revolving Commitment, a standby letter of credit fee in
         an amount equal to the applicable Standby Letter of Credit Fee per
         annum as of the date of such issuance times the face amount of such
         Standby Letter of Credit through the termination or expiration of such
         Standby Letter of Credit, which the Administrative Agent shall promptly
         pay to the Lenders; and

                           (c)      concurrently with each issuance,
         negotiation, drawing or amendment of each Commercial Letter of Credit,
         to the Issuing Lender for the sole account of the Issuing Lender,
         issuance, negotiation, drawing and amendment fees in the amounts set
         forth from time to time as the Issuing Lender's published scheduled
         fees for such services.

Each of the fees payable with respect to Letters of Credit under this Section is
earned when due and is nonrefundable.

                  3.6      Agency Fees. On the Closing Date and annually
thereafter, Borrower and the Co-Borrowers shall pay to the Administrative Agent
an agency fee in such amounts as heretofore agreed upon by letter agreement
between Borrower and Bank of America and the Lead Arranger. The agency fee is
for the services to be performed by the Administrative Agent in acting as
Administrative Agent and is fully earned on the date paid. The agency fee paid
to the Administrative Agent is solely for its own account and is nonrefundable.

                  3.7      Increased Commitment Costs. If any Lender shall
determine in good faith that the introduction after the Closing Date of any
applicable law, rule, regulation or guideline regarding capital adequacy, or any
change therein or any change in the interpretation or administration thereof by
any central bank or other Governmental Agency charged with the interpretation or
administration thereof, or compliance by such Lender (or its LIBOR Lending
Office) or any corporation controlling the Lender, with any request, guideline
or directive regarding capital adequacy (whether or not having the force of Law)
of any such central bank or other authority, affects or would affect the amount
of capital required or expected to be maintained by such Lender or any
corporation controlling such Lender and (taking into consideration such Lender's
or such corporation's policies with respect to capital adequacy and such
Lender's desired return on capital) determines in good faith that the amount of
such capital is increased, or the rate of return on capital is reduced, as a
consequence of its obligations under this Agreement, then, within ten Business
Days after demand of such Lender, Borrower and the Co-Borrowers shall pay to
such Lender, from time to time as specified in good faith by such Lender,
additional amounts sufficient to compensate such Lender in light of such
circumstances, to the extent reasonably allocable to such obligations under this
Agreement, provided that Borrower and the Co-Borrowers shall not be obligated to
pay any such amount which arose prior to the date which is ninety days preceding
the date of such demand or is attributable to periods prior to the date which is
ninety days preceding the date of such demand. Each Lender's determination of
such amounts shall be conclusive in the absence of manifest error. Any request
for compensation by a Lender under this Section shall set forth the basis upon
which it has been determined that such an amount is due from Borrower and the
Co-Borrowers, a calculation of the amount due, and a certification that the
corresponding costs or diminished rate of return on capital have been incurred
or sustained by the Lender. If Borrower and the Co-Borrowers become obligated to
pay a material amount under this Section to any Lender, that Lender will be
subject to removal in accordance with Section 11.26; provided that Borrower and
the Co-Borrowers shall have paid such amount to that Lender and that Borrower
and the Co-Borrowers, within the thirty day period following the date of such
payment, shall have notified that Lender in writing of their intent to so remove
the Lender.

                                      -46-
<PAGE>

                  3.8      LIBOR Costs and Related Matters.

                           (a)      In the event that any Governmental Agency
         imposes on any Lender any reserve or comparable requirement (including
         any emergency, supplemental or other reserve) with respect to
         liabilities or assets consisting of or including Eurocurrency funds or
         deposits (currently known as "eurocurrency liabilities") of that
         Lender, Borrower or the relevant Co-Borrower shall pay that Lender
         within five Business Days after demand all amounts necessary to
         compensate such Lender (determined as though such Lender's LIBOR
         Lending Office had funded 100% of its LIBOR Advance in the Designated
         Market) in respect of the imposition of such reserve requirements. The
         Lender's determination of such amount shall be conclusive in the
         absence of manifest error.

                           (b)      If, after the date hereof, the existence or
         occurrence of any Special Eurodollar Circumstance:

                                    (1)      shall subject any Lender or its
                  LIBOR Lending Office to any tax, duty or other charge or cost
                  with respect to any LIBOR Advance, any of its Notes evidencing
                  LIBOR Advances or its obligation to make LIBOR Advances, or
                  shall change the basis of taxation of payments to any Lender
                  attributable to the principal of or interest on any LIBOR
                  Advance or any other amounts due under this Agreement in
                  respect of any LIBOR Advance, any of its Notes evidencing
                  LIBOR Advances or its obligation to make LIBOR Advances,
                  excluding (i) taxes imposed on or measured in whole or in part
                  by its overall net income, gross income or gross receipts,
                  (ii) franchise taxes imposed by (A) any jurisdiction (or
                  political subdivision thereof) in which it is organized or
                  maintains its principal office or LIBOR Lending Office or (B)
                  any jurisdiction (or political subdivision thereof) in which
                  it is "doing business," and (iii) any withholding taxes or
                  other taxes based on gross income imposed by the United States
                  of America for any period with respect to which it has failed
                  to provide Borrower or the relevant Co-Borrower with the
                  appropriate form or forms required by Section 11.21, to the
                  extent such forms are then available under applicable Laws;

                                    (2)      shall impose, modify or deem
                  applicable any reserve not applicable or deemed applicable on
                  the date hereof (including any reserve imposed by the Board of
                  Governors of the Federal Reserve System, special deposit,
                  capital or similar requirements against assets of, deposits
                  with or for the account of, or credit extended by, any Lender
                  or its LIBOR Lending Office); or

                                    (3)      shall impose on any Lender or its
                  LIBOR Lending Office or the Designated Market any other
                  condition affecting any LIBOR Advance, any of its Notes
                  evidencing LIBOR Advances, its obligation to make LIBOR
                  Advances or this Agreement, or shall otherwise affect any of
                  the same;

         and the result of any of the foregoing, as determined in good faith by
         such Lender, increases the cost to such Lender or its LIBOR Lending
         Office of making or maintaining any LIBOR Advance or in respect of any
         LIBOR Advance, any of its Notes evidencing LIBOR Advances or its
         obligation to make LIBOR Advances or reduces the amount of any sum
         received or receivable by such Lender or its LIBOR Lending Office with
         respect to any LIBOR Advance, any of its Notes evidencing LIBOR
         Advances or its obligation to make LIBOR Advances (assuming such
         Lender's LIBOR Lending Office had funded 100% of its LIBOR Advance in
         the Designated Market), then, within five Business Days after demand by
         such Lender (with a copy to the Administrative Agent), Borrower and the
         Co-Borrowers shall pay to such Lender such additional

                                      -47-
<PAGE>

         amount or amounts as will compensate such Lender for such increased
         cost or reduction (determined as though such Lender's LIBOR Lending
         Office had funded 100% of its LIBOR Advance in the Designated Market).
         A statement of any Lender claiming compensation under this subsection
         and setting forth in reasonable detail the additional amount or amounts
         to be paid to it hereunder shall be conclusive in the absence of
         manifest error.

                           (c)      If, after the date hereof, the existence or
         occurrence of any Special Eurodollar Circumstance shall, in the good
         faith opinion of any Lender, make it unlawful or impossible for such
         Lender or its LIBOR Lending Office to make, maintain or fund its
         portion of any LIBOR Advance or materially restrict the authority of
         such Lender to purchase or sell, or to take deposits of, Dollars in the
         Designated Market, or to determine or charge interest rates based upon
         LIBOR, and such Lender shall so notify the Administrative Agent, then
         such Lender's obligation to make LIBOR Advances shall be suspended for
         the duration of such illegality or impossibility and the Administrative
         Agent forthwith shall give notice thereof to the other Lenders,
         Borrower and the Co-Borrowers. Upon receipt of such notice, the
         outstanding principal amount of such Lender's LIBOR Advances, together
         with accrued interest thereon, automatically shall be converted to Base
         Rate Advances on either (1) the last day of the Interest Period(s)
         applicable to such LIBOR Advances if such Lender may lawfully continue
         to maintain and fund such LIBOR Advances to such day(s) or (2)
         immediately if such Lender may not lawfully continue to fund and
         maintain such LIBOR Advances to such day(s), provided that in such
         event the conversion shall not be subject to payment of a prepayment
         fee under clause (e) of this Section. Each Lender agrees to endeavor
         promptly to notify Borrower and the Co-Borrowers of any event occurring
         after the Closing Date of which it has actual knowledge, which will
         cause that Lender to notify the Administrative Agent under this
         Section, and agrees to designate a different LIBOR Lending Office if
         such designation will avoid the need for such notice and will not, in
         the good faith judgment of such Lender, otherwise be materially
         disadvantageous to such Lender. In the event that any Lender is unable,
         for the reasons set forth above, to make, maintain or fund its portion
         of any LIBOR Loan or Advance, such Lender shall fund such amount as a
         Base Rate Advance for the same period of time, and such amount shall be
         treated in all respects as a Base Rate Advance. Any Lender whose
         obligation to make LIBOR Advances has been suspended under this Section
         shall promptly notify the Administrative Agent and Borrower of the
         cessation of the Special Eurodollar Circumstance which gave rise to
         such suspension.

                           (d)      If, with respect to any proposed LIBOR Loan:

                                    (1)      the Administrative Agent reasonably
                  determines that, by reason of circumstances affecting the
                  Designated Market generally that are beyond the reasonable
                  control of the Lenders, deposits in Dollars (in the applicable
                  amounts) are not being offered to any Lender in the Designated
                  Market for the applicable Interest Period; or

                                    (2)      the Requisite Lenders advise the
                  Administrative Agent that LIBOR as determined by the
                  Administrative Agent (i) does not represent the effective
                  pricing to such Lenders for deposits in Dollars in the
                  Designated Market in the relevant amount for the applicable
                  Interest Period, or (ii) will not adequately and fairly
                  reflect the cost to such Lenders of making the applicable
                  LIBOR Advances;

         then the Administrative Agent forthwith shall give notice thereof to
         Borrower or the relevant Co-Borrower and the Lenders, whereupon until
         the Administrative Agent notifies Borrower or the relevant Co-Borrower
         that the circumstances giving rise to such suspension no longer exist,
         the obligation of the Lenders to make any future LIBOR Advances shall
         be suspended unless (but

                                      -48-
<PAGE>

         only if clause (2) above is the basis for such suspension) Borrower and
         each Co-Borrower notify the Administrative Agent in writing that they
         elect to pay the Enhanced LIBOR Margin with respect to all LIBOR Loans
         made during such period.

                           (e)      Upon payment or prepayment of any LIBOR
         Advance (other than as the result of a conversion required under clause
         (c) of this Section) on a day other than the last day in the applicable
         Interest Period (whether voluntarily, involuntarily, by reason of
         acceleration, or otherwise), or upon the failure of Borrower or any
         Co-Borrower (for a reason other than the failure of a Lender to make an
         Advance) to borrow on the date or in the amount specified for a LIBOR
         Advance in any Request for Loan or Competitive Bid Request, or upon the
         failure of Borrower or any Co-Borrower to prepay a LIBOR Loan or
         Advance on the date specified in a notice of prepayment delivered to
         the Administrative Agent pursuant to Section 3.1(f), Borrower and the
         Co-Borrowers shall pay to the appropriate Lender within 10 Business
         Days after demand a prepayment fee, failure to borrow fee or failure to
         prepay fee, as the case may be (determined as though 100% of that
         Lender's LIBOR Advance had been funded in the Designated Market), equal
         to the sum of:

                                    (1)      the principal amount of the LIBOR
                  Advance prepaid or not borrowed or prepaid, as the case may
                  be, times (the number of days from and including the date of
                  prepayment or failure to borrow or prepay, as applicable, to
                  but excluding the last day in the applicable Interest Period
                  divided by 360) times the applicable Interest Differential
                  (provided that the product of the foregoing formula must be a
                  positive number); plus

                                    (2)      all out-of-pocket expenses incurred
                  by the Lender reasonably attributable to such payment,
                  prepayment or failure to borrow.

         Each Lender's determination of the amount of any prepayment fee,
         failure to borrow fee or failure to prepay fee payable under this
         Section shall be conclusive in the absence of manifest error.

                           (f)      Each Lender agrees to endeavor promptly to
         notify Borrower and the Co-Borrowers of any event of which it has
         actual knowledge, occurring after the Closing Date, which will entitle
         such Lender to compensation pursuant to clause (a) or clause (b) of
         this Section, and agrees to designate a different LIBOR Lending Office
         if such designation will avoid the need for or reduce the amount of
         such compensation and will not, in the good faith judgment of such
         Lender, otherwise be materially disadvantageous to such Lender. Any
         request for compensation by a Lender under this Section shall set forth
         the basis upon which it has been determined that such an amount is due
         from Borrower and the Co-Borrowers, a calculation of the amount due,
         and a certification that the corresponding costs have been incurred by
         the Lender.

                           (g)      If any Lender claims compensation or is
         excused from making or continuing LIBOR Loans or Advances under this
         Section:

                                    (i)      Borrower and the Co-Borrowers may
                  at any time, upon at least four Business Days' prior notice to
                  the Administrative Agent and such Lender and upon payment in
                  full of the amounts provided for in this Section through the
                  date of such payment plus any prepayment fee (subject to
                  clause (c) of this Section) required by clause (e) of this
                  Section, pay in full the affected LIBOR Advances of such
                  Lender or request that such LIBOR Advances be converted to
                  Base Rate Advances; and

                                      -49-
<PAGE>

                                    (ii)     In the case where Borrower and the
                  Co-Borrowers become obligated to pay a material amount under
                  this Section to any Lender, that Lender will be subject to
                  removal in accordance with Section 11.26; provided that
                  Borrower and the Co-Borrowers shall have paid such amount to
                  that Lender and that Borrower and the Co-Borrowers, within the
                  thirty day period following the date of such payment, shall
                  have notified that Lender in writing of their intent to so
                  remove the Lender.

                  3.9      Late Payments. If any installment of principal or
interest or any fee or cost or other amount payable under any Loan Document to
the Administrative Agent or any Lender is not paid when due, it shall thereafter
bear interest at a fluctuating interest rate per annum at all times equal to the
rate otherwise payable with respect thereto plus 2% per annum (or, in the case
of any Obligations which do not bear stated interest, at the rate then otherwise
applicable to Base Rate Loans plus 2% per annum), to the fullest extent
permitted by applicable Laws. Accrued and unpaid interest on past due amounts
(including interest on past due interest) shall be compounded monthly, on the
last day of each calendar month, to the fullest extent permitted by applicable
Laws.

                  3.10     Computation of Interest and Fees. Computation of
interest on Base Rate Loans shall be calculated on the basis of a year of 365 or
366 days, as the case may be, and the actual number of days elapsed; computation
of interest on LIBOR Loans, Competitive Advances and all fees under this
Agreement shall be calculated on the basis of a year of 360 days and the actual
number of days elapsed. Borrower and the Co-Borrowers acknowledge that such
latter calculation method will result in a higher yield to the Lenders than a
method based on a year of 365 or 366 days. Interest shall accrue on each Loan
for the day on which the Loan is made; interest shall not accrue on a Loan, or
any portion thereof, for the day on which the Loan or such portion is paid. Any
Loan that is repaid on the same day on which it is made shall bear interest for
one day. Notwithstanding anything in this Agreement to the contrary, interest in
excess of the maximum amount permitted by applicable Laws shall not accrue or be
payable hereunder or under the Notes, and any amount paid as interest hereunder
or under the Notes which would otherwise be in excess of such maximum permitted
amount shall instead be treated as a payment of principal.

                  3.11     Non-Business Days. If any payment to be made by
Borrower, any of the Co-Borrowers or any other Party under any Loan Document
shall come due on a day other than a Business Day, payment shall instead be
considered due on the next succeeding Business Day and the extension of time
shall be reflected in computing interest and fees.

                  3.12     Manner and Treatment of Payments.

                           (a)      Each payment hereunder (except payments
         pursuant to Sections 3.7, 3.8, 11.3, 11.11 and 11.22) or on the Notes
         or under any other Loan Document shall be made to the Administrative
         Agent, at the Administrative Agent's Office, for the account of each of
         the Lenders or the Administrative Agent, as the case may be, in
         immediately available funds not later than 12:00 noon (other than
         payments with respect to Swing Line Loans, which must be paid directly
         to the Swing Line Lender and received by 3:00 p.m.), Los Angeles time,
         on the day of payment (which must be a Business Day). All payments
         received after such time, on any Business Day, shall be deemed received
         on the next succeeding Business Day. The amount of all payments
         received by the Administrative Agent for the account of each Lender
         shall be immediately paid by the Administrative Agent to the applicable
         Lender in immediately available funds and, if such payment was received
         by the Administrative Agent by 12:00 noon, Los Angeles time, on a
         Business Day and not so made available to the account of a Lender on
         that Business Day, the Administrative Agent shall reimburse that Lender
         for the cost to such Lender of funding the amount of such payment at
         the Federal Funds Rate. All payments shall be made in lawful money of
         the United States of America.

                                      -50-
<PAGE>

                           (b)      Each payment or prepayment on account of any
         Loan shall be applied pro rata according to the outstanding Advances
         made by each Lender comprising such Loan.

                           (c)      Each Lender shall use its best efforts to
         keep a record (which may be in tangible or electronic or other
         intangible form) of Advances made by it and payments received by it
         with respect to each of its Notes and such record shall, as against
         Borrower and the Co-Borrowers, be presumptive evidence of the amounts
         owing. Notwithstanding the foregoing sentence, the failure by any
         Lender to keep such a record shall not affect Borrower's and the
         Co-Borrowers' joint and several obligations to pay the Obligations.

                           (d)      Each payment of any amount payable by
         Borrower or any other Party under this Agreement or any other Loan
         Document shall be made free and clear of, and without reduction by
         reason of, any taxes, assessments or other charges imposed by any
         Governmental Agency, central bank or comparable authority, excluding
         (i) taxes imposed on or measured in whole or in part by overall net
         income, gross income or gross receipts, (ii) franchise taxes imposed on
         any Lender by (A) any jurisdiction (or political subdivision thereof)
         in which it is organized or maintains its principal office or LIBOR
         Lending Office or (B) any jurisdiction (or political subdivision
         thereof) in which it is "doing business," (iii) any withholding taxes
         or other taxes based on gross income imposed by the United States of
         America that are not attributable to any change in any Law or the
         interpretation or administration of any Law by any Governmental Agency
         and (iv) any withholding tax or other taxes based on gross income
         imposed by the United States of America for any period with respect to
         which it has failed to provide Borrower with the appropriate form or
         forms required by Section 11.21, to the extent such forms are then
         available under applicable Laws (all such non-excluded taxes,
         assessments or other charges being hereinafter referred to as "Taxes").
         To the extent that Borrower or any other Party is obligated by
         applicable Laws to make any deduction or withholding on account of
         Taxes from any amount payable to any Lender under this Agreement, they
         shall (i) make such deduction or withholding and pay the same to the
         relevant Governmental Agency and (ii) pay such additional amount to
         that Lender as is necessary to result in that Lender's receiving a net
         after-Tax amount equal to the amount to which that Lender would have
         been entitled under this Agreement absent such deduction or
         withholding. If and when receipt of such payment results in an excess
         payment or credit to that Lender on account of such Taxes, that Lender
         shall promptly refund such excess to Borrower or the relevant Party. If
         Borrower or any such Party becomes obligated to pay a material amount
         under this Section to any Lender, that Lender will be subject to
         removal in accordance with Section 11.26; provided that Borrower or the
         relevant Party shall have paid such amount to that Lender and that
         Borrower and the Co-Borrowers, within the thirty day period following
         the date of such payment, shall have notified that Lender in writing of
         their intent to so remove the Lender.

                           (e)      All payments to be made by Borrower or any
         Co-Borrower shall be made without conditions or deduction for any
         counterclaim, defense, recoupment or setoff.

                  3.13     Funding Sources. Nothing in this Agreement shall be
deemed to obligate any Lender to obtain the funds for any Loan or Advance in any
particular place or manner or to constitute a representation by any Lender that
it has obtained or will obtain the funds for any Loan or Advance in any
particular place or manner, provided that each Lender which is not a bank under
the laws of the United States or any state thereof severally represents and
warrants that it has obtained the funds for its Advances in compliance with
applicable Laws and that the making of its Advances will not constitute
"prohibited transactions" as such term is defined in ERISA.

                                      -51-
<PAGE>

                  3.14     Failure to Charge Not Subsequent Waiver. Any decision
by the Administrative Agent or any Lender not to require payment of any interest
(including interest at the Default Rate), fee, cost or other amount payable
under any Loan Document, or to calculate any amount payable by a particular
method, on any occasion shall in no way limit or be deemed a waiver of the
Administrative Agent's or such Lender's right to require full payment of any
interest (including interest at the Default Rate), fee, cost or other amount
payable under any Loan Document, or to calculate an amount payable by another
method that is not inconsistent with this Agreement, on any other or subsequent
occasion.

                  3.15     Administrative Agent's Right to Assume Payments Will
be Made. Unless Borrower, any Co-Borrower or any Lender has notified the
Administrative Agent, prior to the date any payment is required to be made by it
to the Administrative Agent hereunder, that Borrower, such Co-Borrower or such
Lender, as the case may be, will not make such payment, the Administrative Agent
may assume that Borrower, such Co-Borrower or such Lender, as the case may be,
has timely made such payment and may (but shall not be so required to), in
reliance thereon, make available a corresponding amount to the Person entitled
thereto. If and to the extent that such payment was not in fact made to the
Administrative Agent in immediately available funds, then:

                           (a)      if Borrower or any Co-Borrower failed to
         make such payment, each Lender shall forthwith on demand repay to the
         Administrative Agent the portion of such assumed payment that was made
         available to such Lender in immediately available funds, together with
         interest thereon in respect of each day from and including the date
         such amount was made available by the Administrative Agent to such
         Lender to the date such amount is repaid to the Administrative Agent in
         immediately available funds at the Federal Funds Rate from time to time
         in effect; and

                           (b)      if any Lender failed to make such payment,
         such Lender shall forthwith on demand pay to the Administrative Agent
         the amount thereof in immediately available funds, together with
         interest thereon for the period from the date such amount was made
         available by the Administrative Agent to Borrower or any Co-Borrower to
         the date such amount is recovered by the Administrative Agent (the
         "Compensation Period") at a rate per annum equal to the Federal Funds
         Rate from time to time in effect. If such Lender pays such amount to
         the Administrative Agent, then such amount shall constitute such
         Lender's Advance included in the applicable Loan. If such Lender does
         not pay such amount forthwith upon the Administrative Agent's demand
         therefor, the Administrative Agent may make a demand therefor upon
         Borrower or the Co-Borrowers, if applicable, and Borrower or the
         Co-Borrowers, if applicable, shall pay such amount to the
         Administrative Agent, together with interest thereon for the
         Compensation Period at a rate per annum equal to the rate of interest
         applicable to the applicable Advance. Nothing herein shall be deemed to
         relieve any Lender from its obligation to fulfill its Pro Rata Share of
         the Commitments or to prejudice any rights which the Administrative
         Agent, Borrower or any Co-Borrower may have against any Lender as a
         result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender, any Co-Borrower or Borrower
with respect to any amount owing under this Section 3.15 shall be conclusive,
absent manifest error.

                  3.16     Fee Determination Detail. The Administrative Agent
and any Lender shall provide reasonable detail to Borrower and the Co-Borrowers
regarding the manner in which the amount of any payment to the Creditors, or
that Lender, under Article 3 has been determined, concurrently with demand for
such payment.

                  3.17     Survivability. All of Borrower's and the
Co-Borrowers' obligations under Sections 3.7 and 3.8 shall survive for ninety
days following the date on which the Commitments are

                                      -52-
<PAGE>

terminated, all Obligations hereunder are fully paid and all Letters of Credit
have expired.

                                      -53-
<PAGE>

                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

                  Borrower and each Co-Borrower represents and warrants to the
Lenders on the date hereof and as of the Closing Date that:

                  4.1      Existence and Qualification; Power; Compliance With
Laws. Borrower is a corporation duly formed, validly existing and in good
standing under the Laws of Delaware. Each of the Guarantors is a corporation
duly formed, validly existing and in good standing under the Laws of its state
of formation. Borrower and each of the Guarantors are duly qualified or
registered to transact business and are in good standing in each other
jurisdiction in which the conduct of their business or the ownership or leasing
of their Properties makes such qualification or registration necessary, except
where the failure so to qualify or register and to be in good standing would not
constitute a Material Adverse Effect. Borrower and each Guarantor have all
requisite corporate or other organizational power and authority to conduct their
business, to own and lease their Properties and to execute and deliver each Loan
Document to which each is a Party and to perform the Obligations. All
outstanding shares of the capital stock of Borrower are duly authorized, validly
issued, fully paid and non-assessable, and no holder thereof has any enforceable
right of rescission under any applicable state or federal securities Laws.
Borrower is in compliance with all Requirements of Law applicable to its
business as at present conducted, has obtained all authorizations, consents,
approvals, orders, licenses and permits from, and has accomplished all filings,
registrations and qualifications with, or obtained exemptions from any of the
foregoing from, any Governmental Agency that are necessary for the transaction
of its business as at present conducted, except where the failure so to comply,
file, register, qualify or obtain exemptions does not constitute a Material
Adverse Effect.

                  4.2      Authority; Compliance With Other Agreements and
Instruments and Government Regulations. The execution, delivery and performance
by Borrower, each Co-Borrower and each Guarantor of the Loan Documents to which
it is a Party have been duly authorized by all necessary corporate or other
organizational action, and do not and will not:

                           (a)      Require any consent or approval not
         heretofore obtained of any member, partner, director, stockholder,
         security holder or creditor of such party;

                           (b)      Violate or conflict with any provision of
         such party's charter, articles of incorporation, operating agreement or
         bylaws, as applicable;

                           (c)      Result in or require the creation or
         imposition of any Lien upon or with respect to any Property of Borrower
         and its Restricted Subsidiaries;

                           (d)      Violate any Requirement of Law applicable to
         such Party, subject to obtaining the authorizations from, or filings
         with, the Governmental Agencies described in Schedule 4.3; and

                           (e)      Result in a breach of or constitute a
         default under, or cause or permit the acceleration of any obligation
         owed under, any indenture or loan or credit agreement or any other
         Contractual Obligation to which such party is a party or by which such
         party or any of its Property is bound or affected;

                                      -54-
<PAGE>

and neither Borrower, the Co-Borrowers nor any Guarantor is in violation of, or
default under, any Requirement of Law or Contractual Obligation, or any
indenture, loan or credit agreement described in Section 4.2(e), in any respect
that constitutes a Material Adverse Effect.

                  4.3      No Governmental Approvals Required. Except as set
forth in Schedule 4.3 or previously obtained or made, no authorization, consent,
approval, order, license or permit from, or filing, registration or
qualification with, any Governmental Agency is or will be required to authorize
or permit under applicable Laws the execution, delivery and performance by
Borrower and its Restricted Subsidiaries of the Loan Documents to which it is a
Party. Except as set forth in Schedule 4.3, all authorizations from, or filings
with, any Governmental Agency described in Schedule 4.3 will be accomplished as
of the Closing Date.

                  4.4      Subsidiaries.

                           (a)      Schedule 4.4 hereto correctly sets forth the
         names, form of legal entity, ownership and jurisdictions of
         organization of all Subsidiaries of Borrower. Except as described in
         Schedule 4.4, Borrower does not own any capital stock, equity interest
         or debt security which is convertible, or exchangeable, for capital
         stock or equity interests in any Person. Unless otherwise indicated in
         Schedule 4.4, all of the outstanding shares of capital stock, or all of
         the units of equity interest, as the case may be, of each Subsidiary
         are owned of record and beneficially by Borrower, there are no
         outstanding options, warrants or other rights to purchase capital stock
         of any such Subsidiary, and all such shares or equity interests so
         owned are duly authorized, validly issued, fully paid and
         non-assessable, and were issued in compliance with all applicable state
         and federal securities and other Laws, and are free and clear of all
         Liens, except for Permitted Encumbrances.

                           (b)      Each Restricted Subsidiary of Borrower is a
         business entity duly formed, validly existing and in good standing
         under the Laws of its jurisdiction of organization, is duly qualified
         to do business as a foreign organization and is in good standing as
         such in each jurisdiction in which the conduct of its business or the
         ownership or leasing of its Properties makes such qualification
         necessary (except where the failure to be so duly qualified and in good
         standing does not constitute a Material Adverse Effect), and has all
         requisite power and authority to conduct its business and to own and
         lease its Properties.

                           (c)      Each Restricted Subsidiary of Borrower is in
         compliance with all Requirements of Law applicable to its business and
         has obtained all authorizations, consents, approvals, orders, licenses,
         and permits from, and each such Restricted Subsidiary has accomplished
         all filings, registrations, and qualifications with, or obtained
         exemptions from any of the foregoing from, any Governmental Agency that
         are necessary for the transaction of its business, except where the
         failure to be in such compliance, obtain such authorizations, consents,
         approvals, orders, licenses, and permits, accomplish such filings,
         registrations, and qualifications, or obtain such exemptions, does not
         constitute a Material Adverse Effect.

                  4.5      Financial Statements. Borrower and the Co-Borrowers
have furnished to the Administrative Agent for distribution to the Lenders (a)
the audited consolidated financial statements of Borrower and its Subsidiaries
for the Fiscal Year ended December 31, 2002, and (b) unaudited financial
statements of Borrower and its Subsidiaries as of the Fiscal Quarter ended June
30, 2003. The financial statements described above fairly present in all
material respects the financial condition, results of operations and changes in
financial position of Borrower and its Subsidiaries as of such dates and for
such periods in conformity with GAAP, consistently applied (except, in the case
of the financial statements

                                      -55-
<PAGE>

described in (b), for the absence of certain footnotes and other informational
disclosures customarily omitted from interim financial statements).

                  4.6      No Other Liabilities; No Material Adverse Changes.
Borrower and its Subsidiaries do not have any material liability or material
contingent liability required under GAAP to be reflected or disclosed and not
reflected or disclosed in the financial statements described in Section 4.5(a),
other than liabilities and contingent liabilities arising in the ordinary course
of business since the date of such financial statements. As of the Closing Date,
no circumstance or event has occurred that constitutes a Material Adverse Effect
since December 31, 2002.

                  4.7      Title to Property. As of December 31, 2002, Borrower
and its Subsidiaries had valid title to the Property reflected in the financial
statements described in Section 4.5(a), other than immaterial items of Property,
free and clear of all Liens, other than Permitted Encumbrances, and Liens
described in Schedule 4.7 or permitted by Section 6.6. As of the Closing Date,
Borrower and its Subsidiaries shall have valid title to all material Property
reflected in the financial statements described in Section 4.5(b), other than
Property subsequently sold or disposed of by Borrower and its Subsidiaries in
the ordinary course of business, free and clear of all Liens, other than
Permitted Encumbrances, and Liens described in Schedule 4.7 or permitted by
Section 6.6.

                  4.8      Public Utility Holding Company Act. Neither Borrower
nor any of its Subsidiaries is a "holding company", or a "subsidiary company" of
a "holding company", or an "affiliate" of a "holding company" or of a
"subsidiary company" of a "holding company", within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

                  4.9      Litigation. There are no actions, suits, proceedings
or investigations pending as to which Borrower or any of its Subsidiaries have
been served or have received notice or, to the best knowledge of Borrower and
the Co-Borrowers, threatened against or affecting Borrower or any of its
Subsidiaries or any Property of any of them before any Governmental Agency in
which there is any reasonable possibility of an adverse decision which could
materially adversely affect the business, consolidated financial position or
results of operations of Borrower and its Restricted Subsidiaries, taken as a
whole, or which in any manner draw into question the validity or enforceability
of the Loan Documents, the Intercreditor Agreement or the Collateral Documents.

                  4.10     Binding Obligations. Each of the Loan Documents to
which Borrower or any of its Restricted Subsidiaries is a Party will, when
executed and delivered by such Party, constitute the legal, valid and binding
obligation of such Party, enforceable against such Party in accordance with its
terms, except as enforcement may be limited by Debtor Relief Laws, Gaming Laws
or equitable principles relating to the granting of specific performance and
other equitable remedies as a matter of judicial discretion.

                  4.11     No Default. No event has occurred and is continuing
that is a Default or Event of Default.

                  4.12     ERISA

                           (a)      With respect to each Pension Plan:

                                    (i)      such Pension Plan complies in all
                  material respects with ERISA and any other applicable Laws to
                  the extent that noncompliance could reasonably be expected to
                  have a Material Adverse Effect;

                                      -56-
<PAGE>

                                    (ii)     such Pension Plan has not incurred
                  any "accumulated funding deficiency" (as defined in Section
                  302 of ERISA) that could reasonably be expected to have a
                  Material Adverse Effect;

                                    (iii)    no "reportable event" (as defined
                  in Section 4043 of ERISA) has occurred that could reasonably
                  be expected to have a Material Adverse Effect; and

                                    (iv)     neither Borrower nor any of its
                  Subsidiaries has engaged in any non-exempt "prohibited
                  transaction" (as defined in Section 4975 of the Code) that
                  could reasonably be expected to have a Material Adverse
                  Effect.

                           (b)      Neither Borrower nor any of its Subsidiaries
         has incurred or expects to incur any withdrawal liability to any
         Multiemployer Plan that could reasonably be expected to have a Material
         Adverse Effect.

                  4.13     Regulations T, U and X; Investment Company Act. No
part of the proceeds of any Loan hereunder will be used to purchase or carry, or
to extend credit to others for the purpose of purchasing or carrying, any Margin
Stock in violation of Regulations T, U and X. Neither Borrower nor any of its
Subsidiaries is or is required to be registered as an "investment company" under
the Investment Company Act of 1940.

                  4.14     Disclosure. No written statement made by a Senior
Officer of Borrower, any Co-Borrower or any Guarantor to the Administrative
Agent or any Lender in connection with this Agreement, or in connection with any
Loan, as of the date thereof contained any untrue statement of a material fact
or omitted a material fact necessary to make the statement made not misleading
in light of all the circumstances existing at the date the statement was made.

                  4.15     Tax Liability. Borrower and its Subsidiaries have
filed all tax returns which are required to be filed, and have paid, or made
provision for the payment of, all taxes with respect to the periods, Property or
transactions covered by said returns, or pursuant to any assessment received by
Borrower or its Subsidiaries, except (a) such taxes, if any, as are being
contested in good faith by appropriate proceedings and as to which adequate
reserves have been established and maintained and (b) immaterial taxes so long
as no material Property of Borrower or any of its Subsidiaries is in jeopardy of
being seized, levied upon or forfeited.

                  4.16     Projections. As of the Closing Date, to the best
knowledge of Borrower and the Co-Borrowers, the assumptions set forth in the
Projections are reasonable and consistent with each other and with all facts
known to Borrower and its Subsidiaries, and the Projections are reasonably based
on such assumptions. Nothing in this Section shall be construed as a
representation or covenant that the Projections in fact will be achieved. The
Creditors acknowledge that the Projections are forward-looking statements and
that actual financial results for Borrower and its Subsidiaries could differ
materially from those set forth in the Projections.

                  4.17     Hazardous Materials. To the best knowledge of
Borrower and the Co-Borrowers, no condition exists that violates any Hazardous
Material Law affecting any Real Property except for such violations that would
not individually or in the aggregate have a Material Adverse Effect.

                  4.18     Tax Shelter Regulations. Borrower and each of the
Co-Borrowers do not intend to treat the Loans or Letters of Credit as being a
"reportable transaction" (within the meaning of Treasury Regulation Section
1.6011-4). In the event Borrower or any Co-Borrower determines to take any
action inconsistent with such intention, it will promptly notify the
Administrative Agent thereof. Accordingly, if

                                      -57-
<PAGE>

Borrower or any Co-Borrower so notifies the Administrative Agent, Borrower
acknowledges that one or more of the Lenders may treat its Loans or its interest
in Swing Line Loans or Letters of Credit as part of a transaction that is
subject to Treasury Regulation Section 301.6112-1, and such Lender or Lenders,
as applicable, will maintain the lists and other records required by such
Treasury Regulation.

                                      -58-
<PAGE>

                                    ARTICLE 5
                              AFFIRMATIVE COVENANTS
                           (OTHER THAN INFORMATION AND
                             REPORTING REQUIREMENTS)

                  So long as any Advance remains unpaid, or any Letter of Credit
remains outstanding or any other Obligation remains unpaid, or any portion of
either Commitment remains in force, Borrower shall, and shall cause each of its
Restricted Subsidiaries to, and each Co-Borrower shall, unless the
Administrative Agent (with the written approval of the Requisite Lenders)
otherwise consents:

                  5.1      Preservation of Existence. Preserve and maintain
their respective existences in the jurisdiction of their formation and all
material authorizations, rights, franchises, privileges, consents, approvals,
orders, licenses, permits, or registrations from any Governmental Agency that
are necessary for the transaction of their respective business except (a) where
the failure to so preserve and maintain the existence of any Restricted
Subsidiary of Borrower and such authorizations, rights, franchises, privileges,
consents, approvals, orders, licenses, permits, or registrations would not
constitute a Material Adverse Effect and (b) that a merger permitted by Section
6.3 shall not constitute a violation of this covenant; and qualify and remain
qualified to transact business in each jurisdiction in which such qualification
is necessary in view of their respective business or the ownership or leasing of
their respective Properties except where the failure to so qualify or remain
qualified would not constitute a Material Adverse Effect.

                  5.2      Maintenance of Properties. Maintain, preserve and
protect all of their respective Properties in good order and condition, subject
to wear and tear in the ordinary course of business, and not permit any waste of
their respective Properties, except that the failure to maintain, preserve and
protect a particular item of Property that is not of significant value, either
intrinsically or to the operations of Borrower and its Restricted Subsidiaries,
taken as a whole, shall not constitute a violation of this covenant.

                  5.3      Maintenance of Insurance. Maintain liability,
casualty and other insurance (subject to customary deductibles and retentions)
with responsible insurance companies in such amounts and against such risks as
is carried by responsible companies engaged in similar businesses and owning
similar assets in the general areas in which Borrower and its Restricted
Subsidiaries operate and in any event such insurance as may be required by the
Collateral Documents.

                  5.4      Compliance With Laws. Comply, within the time period,
if any, given for such compliance by the relevant Governmental Agency with
enforcement authority, with all Requirements of Law (including Hazardous
Materials Laws, ERISA and Gaming Laws) noncompliance with which constitutes a
Material Adverse Effect, except that Borrower and its Restricted Subsidiaries
need not comply with a Requirement of Law then being contested by any of them in
good faith by appropriate proceedings.

                  5.5      Inspection Rights. Upon reasonable notice, at any
time during regular business hours and as often as reasonably requested (but not
so as to materially interfere with the business of Borrower or any of its
Subsidiaries) permit the Administrative Agent or any Lender, or any authorized
employee, agent or representative thereof, to examine, audit and make copies and
abstracts from the records and books of account of, and to visit and inspect the
Properties of, Borrower and its Subsidiaries and to discuss the affairs,
finances and accounts of Borrower and its Subsidiaries with any of their
officers, managers, key employees or accountants and, upon request, furnish
promptly to the

                                      -59-
<PAGE>

Administrative Agent or any Lender true copies of all financial information made
available to the board of directors or audit committee of the board of directors
of Borrower.

                  5.6      Keeping of Records and Books of Account. Keep
adequate records and books of account reflecting all financial transactions in
conformity with GAAP, consistently applied, and in material conformity with all
applicable requirements of any Governmental Agency having regulatory
jurisdiction over Borrower or any of its Subsidiaries.

                  5.7      Use of Proceeds. Use the proceeds of Loans (a) on the
Closing Date, to refinance the outstanding Loans under the Existing Multi-Year
Agreement and any outstanding obligations under the Short Term Loan Agreement,
(b) to finance expenses associated with the transactions contemplated herein,
(c) to finance design, development and construction expenses associated with
Capital Expenditures, Acquisitions and Investments permitted under Article 6
hereof, and (d) for other general corporate purposes including the Acquisitions
and Investments described herein.

                  5.8      New Restricted Subsidiaries. Cause any Person which
hereafter becomes a Restricted Subsidiary of Borrower to promptly execute and
deliver to the Administrative Agent a Guaranty (and, if no Collateral Release
has then occurred, or to the extent required by Section 2.12, security documents
encumbering its Property to the extent required by Section 6.6).

                                      -60-
<PAGE>

                                    ARTICLE 6
                               NEGATIVE COVENANTS

                  So long as any Advance remains unpaid, or any Letter of Credit
remains outstanding or any other Obligation remains unpaid, or any portion of
either Commitment remains in force, Borrower shall not, and shall not permit any
of its Restricted Subsidiaries to, and each Co-Borrower shall not unless the
Administrative Agent (with the written approval of the Requisite Lenders or, if
required by Section 11.2, of all of the Lenders) otherwise consents:

                  6.1      Payment of Subordinated Obligations. Pay any
principal (including sinking fund payments) or any other amount (other than
scheduled interest payments) with respect to any Subordinated Obligation, or
purchase or redeem (or offer to purchase or redeem) any Subordinated Obligation,
or deposit any monies, securities or other Property with any trustee or other
Person to provide assurance that the principal or any portion thereof of any
Subordinated Obligation will be paid when due or otherwise to provide for the
defeasance of any Subordinated Obligation provided that:

                           (a)      Borrower may make scheduled payments of
         principal and interest on any Subordinated Obligation in accordance
         with the subordination terms thereof;

                           (b)      Provided that no Default or Event of Default
         then exists, Borrower may prepay any Subordinated Obligations to the
         extent using the proceeds of Qualified Subordinated Obligations; and

                           (c)      Borrower may redeem Subordinated Obligations
         held by Persons which are subject to a Disqualification, provided that
         (i) no Default or Event of Default then exists or would result
         therefrom, and (ii) after giving effect to such redemption, Borrower is
         in pro forma compliance with the covenants set forth in Sections 6.7
         and 6.8.

                  6.2      Disposition of Property. Make any Disposition of any
Principal Resort Casino Properties, other than Dispositions of (i) any Release
Parcel (as defined in and permitted by the relevant deeds of trust) consisting
of any gores or strips of land required to be disposed of in the ordinary course
of business to facilitate construction, improvement, public use dedication or
similar purposes, and not material to the overall conduct of the business of the
related Property, and (ii) all or any part of the Theme Park Property, in each
case when no Default or Event of Default exists, provided that leases and
subleases of portions of a Principal Resort Casino Property in the ordinary
course of business and not involving their gaming or lodging operations shall
not be considered a Disposition thereof. Borrower is hereby authorized to
subdivide the Theme Park Property in any manner (whether concurrently with or
prior to the Disposition thereof) and the Administrative Agent is hereby
authorized to empower the Collateral Agent to make any amendments to the deed of
trust covering the Theme Park Property and/or subordinate the lien of such deed
of trust to any maps subdividing the Theme Park Property, so as to give effect
thereto. The Administrative Agent is hereby authorized to send notice to the
Collateral Agent and the Creditor Representatives requesting the release of any
Theme Park Property concurrently with the sale or other Disposition thereof.

                  6.3      Mergers. Merge or consolidate with or into any
Person, except (a) mergers and consolidations of a Restricted Subsidiary of
Borrower into Borrower or another Restricted Subsidiary of Borrower, (b) mergers
and consolidations with a Person to effect a mere change in the State or form of
organization of Borrower, (c) mergers with any Person which if acquired by
Borrower or its other Restricted Subsidiaries pursuant to Investments permitted
hereby, would be Restricted Subsidiaries,

                                      -61-
<PAGE>

provided that the financial condition of Borrower and its Subsidiaries are not
adversely affected thereby and Borrower and its Subsidiaries execute such
amendments to the Loan Documents as may be requested by the Administrative Agent
to reflect such change, and (d) mergers entered into in compliance with Section
6.3 with persons engaged primarily in the same or a similar line of business as
one or more lines of business engaged in by Borrower and its Subsidiaries,
provided that giving pro forma effect to such mergers as of the last day of the
then most recently ended Fiscal Quarter, Borrower is in compliance with Sections
6.7 and 6.8.

                  6.4      Hostile Acquisitions. Directly or indirectly use the
proceeds of any Loan in connection with the acquisition of part or all of a
voting interest of five percent or more in any corporation or other business
entity if such acquisition is opposed by the board of directors or management of
such corporation or business entity.

                  6.5      Change in Nature of Business. Make any material
change in the nature of the business of Borrower and its Subsidiaries, taken as
a whole.

                  6.6      Liens and Negative Pledges. Create, incur, assume or
suffer to exist any Lien or Negative Pledge of any nature upon or with respect
to any of its Properties, or engage in any sale and leaseback transaction with
respect to any of its Properties, whether now owned or hereafter acquired,
except:

                           (a)      Permitted Encumbrances;

                           (b)      Liens and Negative Pledges under the Loan
         Documents;

                           (c)      Liens and Negative Pledges existing on the
         date hereof and disclosed in Schedule 4.7 and any renewals/extensions
         or amendments thereof, provided that the obligations secured or
         benefited thereby are not increased;

                           (d)      Liens on Property acquired by Borrower or
         any of its Restricted Subsidiaries after the Closing Date that are in
         existence at the time of such acquisition and are not created in
         contemplation of such acquisition;

                           (e)      purchase money Liens securing Indebtedness
         and Capital Lease Obligations in an aggregate principal amount not to
         exceed $100,000,000 (including any refinancings thereof);

                           (f)      any Lien or Negative Pledge created by an
         agreement or instrument entered into by Borrower or a Restricted
         Subsidiary of Borrower in the ordinary course of its business which
         consists of a restriction on the assignability, transfer or
         hypothecation of such agreement or instrument; and

                           (g)      Equal, ratable and pari passu Liens securing
         the Qualified Obligations pursuant to the Intercreditor Agreement (or,
         in the event that the Intercreditor Agreement is hereafter terminated
         in accordance with its terms, and any Collateral Event thereafter
         occurs, Liens securing Senior Indebtedness of the Borrower and its
         Subsidiaries on an equal, ratable and pari passu basis with the
         Obligations pursuant to an intercreditor agreement which is
         substantively similar to the Intercreditor Agreement (the
         Administrative Agent being hereby authorized by the other Creditors to
         enter into any such replacement intercreditor agreement), provided that
         as of the date of the incurrence of such Liens, no Default or Event of
         Default has occurred and remains continuing);

                                      -62-
<PAGE>

                           (h)      Liens granted on the stock, partnership or
         other equity interests in a Person which is not a Restricted Subsidiary
         owned by Borrower or any if its Restricted Subsidiaries, which are
         granted solely to secure Indebtedness of that Person;

provided that this Section shall not be effective to prohibit the Liens or
Negative Pledges with respect to securities issued by any gaming licensee to the
extent that appropriate approvals of this covenant have not been obtained under
applicable Gaming Laws.

                  6.7      Leverage Ratio. Permit the Leverage Ratio,
as of any Fiscal Quarter described below to be greater than the ratio set forth
below opposite that Fiscal Quarter:

<TABLE>
<CAPTION>
Fiscal Quarters Ending                                               Maximum Ratio
----------------------                                               -------------
<S>                                                                  <C>
December 31, 2003 through December 31, 2004                           5.50:1.00

March 31, 2005 through and including
September 30, 2005                                                    5.25:1.00

December 31, 2005 through and including
December 31, 2007                                                     5.00:1.00

Thereafter                                                            4.75:1.00
</TABLE>

                  6.8      Interest Charge Coverage Ratio. Permit the Interest
Charge Coverage Ratio as of the last day of any Fiscal Quarter, to be less than
2.75:1.00.

                  6.9      Investments in Insurance Subsidiary. Make Investments
in the Insurance Subsidiary in an amount exceeding $25,000,000 in the aggregate.

                                      -63-
<PAGE>

                                   ARTICLE 7
                     INFORMATION AND REPORTING REQUIREMENTS

                  7.1      Financial and Business Information. So long as any
Advance remains unpaid, or any Letter of Credit remains outstanding or any other
Obligation remains unpaid, or any portion of either Commitment remains in force,
Borrower and each Co-Borrower shall, unless the Administrative Agent (with the
written approval of the Requisite Lenders) otherwise consents, at Borrower's and
the Co-Borrowers' sole expense, deliver to the Administrative Agent for
distribution by it to the Lenders:

                           (a)      As soon as practicable, and in any event
         within 60 days after the end of each Fiscal Quarter (other than the
         fourth Fiscal Quarter in any Fiscal Year), the consolidated balance
         sheet of Borrower and its Subsidiaries as at the end of such Fiscal
         Quarter and the consolidated statement of operations for such Fiscal
         Quarter, and its statement of cash flows for the portion of the Fiscal
         Year ended with such Fiscal Quarter, all in reasonable detail;

                           (b)      As soon as practicable, and in any event
         within 45 days after the end of each Fiscal Quarter, a Pricing
         Certificate setting forth a preliminary calculation of the Leverage
         Ratio as of the last day of such Fiscal Quarter, and providing
         reasonable detail as to the calculation thereof, which calculations
         shall be based on the preliminary unaudited financial statements of
         Borrower for such Fiscal Quarter, and as soon as practicable
         thereafter, in the event of any material variance in the actual
         calculation of the Leverage Ratio from such preliminary calculation, a
         revised Pricing Certificate setting forth the actual calculation
         thereof;

                           (c)      As soon as practicable, and in any event
         within 105 days after the end of each Fiscal Year, (i) the consolidated
         balance sheet of Borrower and its Subsidiaries as at the end of such
         Fiscal Year and the consolidated statements of operations,
         shareholders' equity and cash flows, in each case of Borrower and its
         Subsidiaries for such Fiscal Year, in each case as at the end of and
         for the Fiscal Year, all in reasonable detail. Such financial
         statements shall be prepared in accordance with GAAP, consistently
         applied, and such consolidated balance sheet and consolidated
         statements shall be accompanied by a report of one of the four largest
         public accounting firms in the United States of America or other
         independent public accountants of recognized standing selected by
         Borrower and reasonably satisfactory to the Requisite Lenders, which
         report shall be prepared in accordance with generally accepted auditing
         standards as at such date, and shall not be subject to any
         qualifications or exceptions as to the scope of the audit nor to any
         other qualification or exception determined by the Requisite Lenders in
         their good faith business judgment to be adverse to the interests of
         the Lenders. Such accountants' report shall be accompanied by a
         certificate stating that, in making the examination pursuant to
         generally accepted auditing standards necessary for the certification
         of such financial statements and such report, such accountants have
         obtained no knowledge of any Default or, if, in the opinion of such
         accountants, any such Default shall exist, stating the nature and
         status of such Default, and stating that such accountants have reviewed
         Borrower's financial calculations as at the end of such Fiscal Year
         (which shall accompany such certificate) under Sections 6.7 and 6.8,
         have read such Sections (including the definitions of all defined terms
         used therein) and that nothing has come to the attention of such
         accountants in the course of such examination that would cause them to
         believe that the same were not calculated by Borrower in the manner
         prescribed by this Agreement;

                           (d)      As soon as practicable, and in any event
         within 90 days after the commencement of each Fiscal Year, a budget and
         projection by Fiscal Quarter for that Fiscal

                                      -64-
<PAGE>

         Year and by Fiscal Year for the next two succeeding Fiscal Years,
         including for the first such Fiscal Year, projected consolidated
         balance sheets, statements of operations and statements of cash flow
         and, for the second and third such Fiscal Years, projected consolidated
         condensed balance sheets and statements of operations and cash flows,
         of Borrower and its Subsidiaries, all in reasonable detail;

                           (e)      Promptly after the same are available,
         copies of each annual report, proxy or financial statement or other
         report or communication sent to the stockholders of Borrower, and
         copies of all annual, regular, periodic and special reports and
         registration statements which Borrower may file or be required to file
         with the Securities and Exchange Commission under Section 13 or 15(d)
         of the Securities Exchange Act of 1934, as amended, and not otherwise
         required to be delivered to the Lenders pursuant to other provisions of
         this Section;

                           (f)      Promptly after request by the Administrative
         Agent or any Lender, copies of the Nevada "Regulation 6.090 Report" and
         "6A Report";

                           (g)      Promptly after request by the Administrative
         Agent or any Lender, copies of any other report or other document that
         was filed by Borrower or any of its Subsidiaries with any Governmental
         Agency (other than any report regarding Tracinda Corporation or
         individuals associated with Tracinda Corporation, Borrower and its
         Subsidiaries and their confidential business or financial information);

                           (h)      As soon as practicable, and in any event
         within three Business Days after a Senior Officer of Borrower or any
         Co-Borrower becomes aware of the existence of any condition or event
         which constitutes a Default or Event of Default, telephonic notice
         specifying the nature and period of existence thereof, and, no more
         than three Business Days after such telephonic notice, written notice
         again specifying the nature and period of existence thereof and
         specifying what action Borrower or its Subsidiaries are taking or
         propose to take with respect thereto;

                           (i)      Promptly upon a Senior Officer of Borrower
         or any Co-Borrower becoming aware of any litigation, governmental
         investigation or proceeding (including any litigation, governmental
         investigation or proceeding by or subject to decision by any Gaming
         Board) that is pending (i) against Borrower or any of its Subsidiaries
         which could reasonably be expected to have a Material Adverse Effect,
         (ii) in respect of any material Indebtedness of Borrower or any of its
         Subsidiaries, or (iii) with respect to the Loan Documents, the
         Intercreditor Agreement, or the Collateral Documents, notice of the
         same;

                           (j)      Promptly following any Senior Officer of
         Borrower or any Co-Borrower becoming aware of any change in the Debt
         Rating assigned hereto written notice of such change and, if the same
         will result in a revision to the Applicable Debt Rating, a revised
         Pricing Certificate setting forth the revised Applicable Debt Rating;
         and

                           (k)      Such other data and information as from time
         to time may be reasonably requested by the Administrative Agent, any
         Lender (through the Administrative Agent) or the Requisite Lenders.

                  7.2      Compliance Certificates. So long as any Advance
remains unpaid, or any Letter of Credit remains outstanding or any other
Obligation remains unpaid or unperformed, or any portion of either Commitment
remains outstanding, Borrower and the Co-Borrowers shall, at their sole expense,
deliver to the Administrative Agent for distribution by it to the Lenders
concurrently with the financial

                                      -65-
<PAGE>

statements required pursuant to Sections 7.1(a) and 7.1(c), Compliance
Certificates signed by a Senior Officer of Borrower and each Co-Borrower.

                                      -66-
<PAGE>

                                    ARTICLE 8
                                   CONDITIONS

                  8.1      Initial Advances on the Closing Date. The obligation
of each Lender to make the initial Advance to be made by it on the Closing Date,
is subject to the following conditions precedent, each of which shall be
satisfied prior to the making of the initial Advances (unless all of the
Lenders, in their sole and absolute discretion, shall agree otherwise):

                           (a)      The Administrative Agent shall have received
         all of the following, each of which shall be originals unless otherwise
         specified, each properly executed by a Responsible Official of each
         party thereto, each dated as of the Closing Date and each in form and
         substance satisfactory to the Administrative Agent and its legal
         counsel (unless otherwise specified or, in the case of the date of any
         of the following, unless the Administrative Agent otherwise agrees or
         directs):

                                    (1)      at least one executed counterpart
                  of this Agreement, together with arrangements satisfactory to
                  the Administrative Agent for additional executed counterparts,
                  sufficient in number for distribution to the Lenders, Borrower
                  and Detroit;

                                    (2)      Committed Revolving Notes executed
                  by Borrower and Detroit in favor of each Revolving Lender,
                  each in a principal amount equal to that Revolving Lender's
                  Pro Rata Share of the Revolving Commitment;

                                    (3)      Term Notes executed by Borrower and
                  Detroit in favor of each Term Lender, each in a principal
                  amount equal to that Term Lender's Pro Rata Share of the Term
                  Commitment;

                                    (4)      Competitive Revolving Notes
                  executed by Borrower and Detroit in favor of each Lender
                  (except for any Lender who has requested to not be notified of
                  Competitive Bid Requests pursuant to Section 2.5(f)), each in
                  a principal amount equal to $750,000,000;

                                    (5)      with respect to Borrower, Detroit
                  and each Guarantor, such documentation as the Administrative
                  Agent may require to establish the due organization, valid
                  existence and good standing of Borrower, Detroit, and each of
                  the Guarantors, its qualification to engage in business in
                  each material jurisdiction in which it is engaged in business
                  or required to be so qualified, its authority to execute,
                  deliver and perform any Loan Documents to which it is a Party,
                  the identity, authority and capacity of each Responsible
                  Official thereof authorized to act on its behalf, including
                  (if applicable) certified copies of articles of incorporation
                  or organization and amendments thereto, bylaws or operating
                  agreements and amendments thereto, certificates of good
                  standing and/or qualification to engage in business, tax
                  clearance certificates, certificates of corporate or other
                  organizational resolutions, incumbency certificates,
                  Certificates of Responsible Officials, and the like;

                                    (6)      the Swing Line Documents;

                                    (7)      the Guaranty executed by each
                  Guarantor which is a Restricted Subsidiary;

                                      -67-
<PAGE>

                                    (8)      a certificate of insurance issued
                  by Borrower's insurance carrier or agent;

                                    (9)      the Opinions;

                                    (10)     a Request for Loan and a Letter of
                  Credit Application in compliance with Article 2;

                                    (11)     a completed Pricing Certificate;

                                    (12)     the letter agreement described in
                  Sections 3.2, 3.3, 3.5 and 3.6;

                                    (13)     such assurances as the
                  Administrative Agent deems appropriate that the relevant
                  Gaming Boards have approved the transactions contemplated by
                  the Loan Documents to the extent that such approval is
                  required by applicable Gaming Laws;

                                    (14)     a Certificate signed by a Senior
                  Officer of Borrower and Detroit certifying that the conditions
                  specified in Section 8.1 (d) and (e) have been satisfied; and

                                    (15)     such other assurances,
                  certificates, documents, consents or opinions as the
                  Administrative Agent reasonably may require.

                           (b)      The fees payable on the Closing Date
         pursuant to Article 3 shall have been paid.

                           (c)      The reasonable costs and expenses of the
         Administrative Agent in connection with the preparation of the Loan
         Documents payable pursuant to Section 11.3, and invoiced to Borrower
         prior to the Closing Date, shall have been paid.

                           (d)      The representations and warranties of
         Borrower and the Co-Borrowers contained in Article 4 shall be true and
         correct.

                           (e)      Borrower, each Co-Borrower and any other
         Parties shall be in compliance with all the terms and provisions of the
         Loan Documents, and giving effect to the initial Advance, no Default or
         Event of Default shall have occurred and be continuing.

                           (f)      All legal matters relating to the Loan
         Documents shall be satisfactory to Sheppard, Mullin, Richter & Hampton
         LLP, special counsel to the Administrative Agent.

It is acknowledged that effective upon the Closing Date, the lending commitments
of the lenders under the Existing Multi-Year Agreement shall be amended and
restated hereby and that the lending commitments of the lenders under the
Existing Short Term Agreement shall be and hereby is terminated.

                  8.2      Any Increasing Advance. The obligation of each Lender
to make any Advance, and the obligation of the Issuing Lender to issue a Letter
of Credit, which would result in an increase in the outstanding principal amount
of the Outstanding Obligations, is subject to the following conditions precedent
(unless the Requisite Lenders, in their sole and absolute discretion, shall
agree otherwise):

                           (a)      except (i) for representations and
         warranties which expressly speak as of a particular date or are no
         longer true and correct as a result of a change which is permitted by
         this Agreement or (ii) as disclosed by Borrower and the Co-Borrowers
         and approved in writing

                                      -68-
<PAGE>

         by the Requisite Lenders, the representations and warranties contained
         in Article 4 (other than Sections 4.4(a), 4.6 and 4.16 (but only if
         Borrower and its Restricted Subsidiaries are diligently engaged in
         measures that will result in compliance with all Hazardous Materials
         Laws)) shall be true and correct on and as of the date of the Advance
         as though made on that date;

                           (b)      the Administrative Agent shall have timely
         received a Request for Loan or Competitive Bid Request in compliance
         with Article 2 (or telephonic or other request for Loan referred to in
         the second sentence of Section 2.1(c), if applicable) or the Issuing
         Lender shall have received a Letter of Credit Application, as the case
         may be, in compliance with Article 2; and

                           (c)      the Administrative Agent shall have
         received, in form and substance satisfactory to the Administrative
         Agent, such other assurances, certificates, documents or consents
         related to the foregoing as the Administrative Agent or Requisite
         Lenders reasonably may require.

                  8.3      Any Letter of Credit. The obligation of the Issuing
Lender to issue any Letter of Credit, and the obligation of the other Lenders to
participate therein, are subject to the conditions precedent that (a) the
conditions set forth in Section 8.2 have been satisfied and (b) Borrower shall
have certified that, giving effect to the issuance of the requested Letter of
Credit, the Letter of Credit Usage shall not exceed any limitations set forth in
this Agreement.

                                      -69-
<PAGE>

                                    ARTICLE 9
              EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT

                  9.1      Events of Default. The existence or occurrence of any
one or more of the following events, whatever the reason therefor and under any
circumstances whatsoever, shall constitute an Event of Default so long as such
event is continuous and has not been waived in accordance with Section 11.2:

                           (a)      Borrower or the Co-Borrowers fail to pay any
         principal on any of the Notes, or any L/C Borrowing or any portion
         thereof, on the date when due; or

                           (b)      Borrower or the Co-Borrowers fail to pay any
         interest on any of the Notes, or any fees under Sections 3.4, 3.5 or
         3.6, or any portion thereof, within five Business Days after the date
         when due; or fails to pay any other fee or amount payable to the
         Lenders under any Loan Document, or any portion thereof, within five
         Business Days after demand therefor; or

                           (c)      Borrower or the Co-Borrowers fail to comply
         with any of the covenants contained in Article 6, other than the
         covenant contained in Section 6.5; or

                           (d)      Borrower or the Co-Borrowers fail to comply
         with Section 7.1(h) in any respect that is materially adverse to the
         interests of the Lenders; or

                           (e)      Borrower, any of its Restricted Subsidiaries
         or any other Party fails to perform or observe any other covenant or
         agreement (not specified in clause (a), (b), (c), or (d) above)
         contained in any Loan Document on its part to be performed or observed
         within (i) ten Business Days after the giving of notice by the
         Administrative Agent on behalf of the Requisite Lenders of such Default
         or (ii) if the nature of the covenant or agreement is such that the
         violation can be cured, thirty Business Days after the giving of such
         notice so long as Borrower and the Co-Borrowers diligently pursue in
         good faith the cure or correction of such violation continuously during
         such period; or

                           (f)      Any representation or warranty of Borrower
         or any of its Restricted Subsidiaries or any other Party made in any
         Loan Document, or in any certificate or other writing delivered by
         Borrower or such Restricted Subsidiary or Party pursuant to any Loan
         Document, proves to have been incorrect when made or reaffirmed in any
         respect that is materially adverse to the interests of the Lenders; or

                           (g)      Borrower or any of its Subsidiaries (i)
         fails to pay the principal, or any principal installment, of any
         present or future Indebtedness of $100,000,000 or more, or any guaranty
         of present or future Indebtedness of $100,000,000 or more, on its part
         to be paid, when due (or within any stated grace period), whether at
         the stated maturity, upon acceleration, by reason of required
         prepayment or otherwise or (ii) fails to perform or observe any other
         term, covenant or agreement on its part to be performed or observed, or
         suffers any event of default to occur, in connection with any present
         or future Indebtedness of $100,000,000 or more, or of any guaranty of
         present or future Indebtedness of $100,000,000 or more, if as a result
         of such failure or sufferance any holder or holders thereof (or an
         agent or trustee on its or their behalf) has the right to declare such
         Indebtedness due before the date on which it otherwise would become due
         or

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         the right to require Borrower or any of its Subsidiaries to redeem or
         purchase, or offer to redeem or purchase, all or any portion of such
         Indebtedness; or

                           (h)      Any event occurs which gives the holder or
         holders of any Subordinated Obligation (or an agent or trustee on its
         or their behalf) the right to declare such Subordinated Obligation due
         before the date on which it otherwise would become due, or the right to
         require the issuer thereof to redeem or purchase, or offer to redeem or
         purchase, all or any portion of any Subordinated Obligation; or

                           (i)      Any Loan Document, at any time after its
         execution and delivery and for any reason other than the agreement or
         action (or omission to act) of the Administrative Agent or any of the
         Lenders or satisfaction in full of all the Obligations ceases to be in
         full force and effect or is declared by a court of competent
         jurisdiction to be null and void, invalid or unenforceable in any
         respect which, in any such event in the reasonable opinion of the
         Requisite Lenders, is materially adverse to the interests of the
         Lenders; or any Party thereto denies in writing that it has any or
         further liability or obligation under any Loan Document, or purports to
         revoke, terminate or rescind same; or

                           (j)      Any default of the Borrower or its
         Restricted Subsidiaries occurs under the Intercreditor Agreement or the
         Collateral Documents which entitles the Collateral Agent or the
         Creditor Representatives thereunder to exercise upon any of the
         collateral provided pursuant to the Collateral Documents; or

                           (k)      the Intercreditor Agreement or any of the
         Collateral Documents are terminated (other than in accordance with
         their express terms);

                           (l)      A final judgment against Borrower or any of
         its Subsidiaries is entered for the payment of money in excess of
         $25,000,000 and, absent procurement of a stay of execution, such
         judgment remains unsatisfied for thirty calendar days after the date of
         entry of judgment, or in any event later than five days prior to the
         date of any proposed sale thereunder; or any writ or warrant of
         attachment or execution or similar process is issued or levied against
         all or any material part of the Property of any such Person and is not
         released, vacated or fully bonded within thirty calendar days after its
         issue or levy; or

                           (m)      Borrower or any of its Subsidiaries
         institutes or consents to the institution of any proceeding under a
         Debtor Relief Law relating to it or to all or any material part of its
         Property, or is unable or admits in writing its inability to pay its
         debts as they mature, or makes an assignment for the benefit of
         creditors; or applies for or consents to the appointment of any
         receiver, trustee, custodian, conservator, liquidator, rehabilitator or
         similar officer for it or for all or any material part of its Property;
         or any receiver, trustee, custodian, conservator, liquidator,
         rehabilitator or similar officer is appointed without the application
         or consent of that Person and the appointment continues undischarged or
         unstayed for ninety calendar days; or any proceeding under a Debtor
         Relief Law relating to any such Person or to all or any part of its
         Property is instituted without the consent of that Person and continues
         undismissed or unstayed for ninety calendar days; or

                           (n)      The occurrence of an Event of Default (as
         such term is or may hereafter be specifically defined in any other Loan
         Document) under any other Loan Document; or

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<PAGE>

                           (o)      Any Pension Plan maintained by Borrower or
         any of its Restricted Subsidiaries is determined to have a material
         "accumulated funding deficiency" as that term is defined in Section 302
         of ERISA and the result is a Material Adverse Effect; or

                           (p)      The occurrence of a License Revocation that
         continues for seven consecutive calendar days with respect to gaming
         operations at any gaming facility accounting for ten percent or more of
         the consolidated total assets or consolidated gross revenues of
         Borrower and its Subsidiaries.

                  9.2      Remedies Upon Event of Default. Without limiting any
other rights or remedies of the Creditors provided for elsewhere in this
Agreement, or the other Loan Documents, or by applicable Law, or in equity, or
otherwise:

                           (a)      Upon the occurrence, and during the
         continuance, of any event of default other than an Event of Default
         described in Section 9.1(m):

                                    (1)      the Commitments to make Advances,
                  the obligation of the Issuing Lender to issue Letters of
                  Credit, the obligation of the Swing Line Lender to make Swing
                  Line Loans and all other obligations of the Creditors and all
                  rights of Borrower, the Co-Borrowers and any other Parties
                  under the Loan Documents shall be suspended without notice to
                  or demand upon Borrower or any Co-Borrower, which are
                  expressly waived by Borrower and the Co-Borrowers, except that
                  all of the Lenders or the Requisite Lenders (as the case may
                  be, in accordance with Section 11.2) may waive an Event of
                  Default or, without waiving, determine, upon terms and
                  conditions satisfactory to the Lenders or Requisite Lenders,
                  as the case may be, to reinstate the Commitments and such
                  other obligations and rights and make further Advances, and
                  cause the Issuing Lender to issue further Letters of Credit
                  which waiver or determination shall apply equally to, and
                  shall be binding upon, all the Lenders;

                                    (2)      the Issuing Lender may, with the
                  approval of the Administrative Agent on behalf of the
                  Requisite Lenders, demand immediate payment by Borrower and
                  the Co-Borrowers of an amount equal to the aggregate amount of
                  all outstanding Letters of Credit to be held by the Issuing
                  Lender in an interest-bearing cash collateral account as
                  collateral for the Letters of Credit; and

                                    (3)      the Requisite Lenders may request
                  the Administrative Agent to, and the Administrative Agent
                  thereupon shall, terminate the Commitments and/or declare all
                  or any part of the unpaid principal of all Notes, all interest
                  accrued and unpaid thereon and all other amounts payable under
                  the Loan Documents to be forthwith due and payable, whereupon
                  the same shall become and be forthwith due and payable,
                  without protest, presentment, notice of dishonor, demand or
                  further notice of any kind, all of which are expressly waived
                  by Borrower and each Co-Borrower.

                           (b)      Upon the occurrence, and during the
         continuance, of any Event of Default described in Section 9.1(m):

                                    (1)      the Commitments to make Advances,
                  the obligation of the Issuing Lender to issue Letters of
                  Credit, the obligation of the Swing Line Lender to make Swing
                  Line Loans and all other obligations of the Creditors and all
                  rights of Borrower, the Co-Borrowers and any other Parties
                  under the Loan Documents shall terminate without notice to or
                  demand upon Borrower or any Co-Borrower, which are

                                      -72-
<PAGE>

                  expressly waived by Borrower and the Co-Borrowers, except that
                  all of the Lenders may waive the Event of Default or, without
                  waiving, determine, upon terms and conditions satisfactory to
                  all the Lenders, to reinstate the Commitments and such other
                  obligations and rights and make further Advances and to cause
                  the Issuing Lender to issue further Letters of Credit, which
                  determination shall apply equally to, and shall be binding
                  upon, all the Lenders;

                                    (2)      an amount equal to the aggregate
                  amount of all outstanding Letters of Credit shall be
                  immediately due and payable to the Issuing Lender without
                  notice to or demand upon Borrower or any Co-Borrower, which
                  are expressly waived by Borrower and the Co-Borrowers, to be
                  held by the Issuing Lender in an interest-bearing account as
                  collateral for the Letters of Credit; and

                                    (3)      the unpaid principal of all Notes,
                  all interest accrued and unpaid thereon and all other amounts
                  payable under the Loan Documents shall be forthwith due and
                  payable, without protest, presentment, notice of dishonor,
                  demand or further notice of any kind, all of which are
                  expressly waived by Borrower and the Co-Borrowers.

                           (c)      Upon the occurrence, and during the
         continuance, of any Event of Default, the Creditors, or any of them,
         without notice to (except as expressly provided for in any Loan
         Document) or demand upon Borrower or any Co-Borrower, which are
         expressly waived by Borrower and the Co-Borrowers (except as to notices
         expressly provided for in any Loan Document), may proceed (but only
         with the consent of the Requisite Lenders) to protect, exercise and
         enforce their rights and remedies under the Loan Documents against
         Borrower, the Co-Borrowers and any other Party and such other rights
         and remedies as are provided by Law or equity.

                           (d)      The order and manner in which the Creditors'
         rights and remedies are to be exercised shall be determined by the
         Requisite Lenders in their sole discretion, and all payments received
         by the Creditors, or any of them, shall be applied first to the costs
         and expenses (including reasonable attorneys' fees and disbursements
         and the reasonably allocated costs of attorneys employed by any of the
         Creditors) of the Creditors, and thereafter paid pro rata to the
         Lenders in the same proportions that the aggregate Obligations owed to
         each Lender under the Loan Documents bear to the aggregate Obligations
         owed under the Loan Documents to all the Lenders, without priority or
         preference among the Lenders. Regardless of how each Lender may treat
         payments for the purpose of its own accounting, for the purpose of
         computing the Obligations hereunder and under the Notes, payments shall
         be applied first, to the costs and expenses of the Creditors, as set
         forth above, second, to the payment of accrued and unpaid interest due
         under any Loan Documents to and including the date of such application
         (ratably, and without duplication, according to the accrued and unpaid
         interest due under each of the Loan Documents), and third, to the
         payment of all other amounts (including principal and fees) then owing
         to the Creditors under the Loan Documents. Amounts due to a Lender
         under a Related Swap Agreement shall be considered a principal amount
         for purposes of the preceding sentence. No application of payments will
         cure any Event of Default, or prevent acceleration, or continued
         acceleration, of amounts payable under the Loan Documents, or prevent
         the exercise, or continued exercise, of rights or remedies of the
         Lenders hereunder or thereunder or at Law or in equity.

                                      -73-
<PAGE>

                                   ARTICLE 10
                            THE ADMINISTRATIVE AGENT

                  10.1     Appointment and Authorization of Administrative
Agent.

                           (a)      Each Lender hereby irrevocably appoints,
         designates and authorizes the Administrative Agent to take such action
         on its behalf under the provisions of this Agreement and each other
         Loan Document and to exercise such powers and perform such duties as
         are expressly delegated to it by the terms of this Agreement or any
         other Loan Document, together with such powers as are reasonably
         incidental thereto. Notwithstanding any provision to the contrary
         contained elsewhere herein or in any other Loan Document, the
         Administrative Agent shall not have any duties or responsibilities,
         except those expressly set forth herein, nor shall the Administrative
         Agent have or be deemed to have any fiduciary relationship with any
         Lender or participant, and no implied covenants, functions,
         responsibilities, duties, obligations or liabilities shall be read into
         this Agreement or any other Loan Document or otherwise exist against
         the Administrative Agent. Without limiting the generality of the
         foregoing sentence, the use of the term "agent" herein and in the other
         Loan Documents with reference to the Administrative Agent is not
         intended to connote any fiduciary or other implied (or express)
         obligations arising under agency doctrine of any applicable Law.
         Instead, such term is used merely as a matter of market custom, and is
         intended to create or reflect only an administrative relationship
         between independent contracting parties.

                           (b)      The Issuing Lender shall act on behalf of
         the Lenders with respect to any Letters of Credit issued by it and the
         documents associated therewith, and the Issuing Lender shall have all
         of the benefits and immunities (i) provided to the Administrative Agent
         in this Article 10 with respect to any acts taken or omissions suffered
         by the Issuing Lender in connection with Letters of Credit issued by it
         or proposed to be issued by it and the applications and agreements for
         letters of credit pertaining to such Letters of Credit as fully as if
         the term "Administrative Agent" as used in this Article 10 and in the
         definition of "Agent-Related Person" included the Issuing Lender with
         respect to such acts or omissions, and (ii) as additionally provided
         herein with respect to the Issuing Lender.

                  10.2     Delegation of Duties. The Administrative Agent may
execute any of its duties under this Agreement or any other Loan Document by or
through agents, employees or attorneys-in-fact and shall be entitled to advice
of counsel and other consultants or experts concerning all matters pertaining to
such duties. The Administrative Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects in the
absence of gross negligence or willful misconduct.

                  10.3     Liability of Administrative Agent. No Agent-Related
Person shall (a) be liable for any action taken or omitted to be taken by any of
them under or in connection with this Agreement or any other Loan Document or
the transactions contemplated hereby (except for its own gross negligence or
willful misconduct in connection with its duties expressly set forth herein), or
(b) be responsible in any manner to any Lender or participant for any recital,
statement, representation or warranty made by any Party or any officer thereof,
contained herein or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other
Loan Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document, or for any failure of
any Party or any other party to any Loan Document to perform its obligations
hereunder or

                                      -74-
<PAGE>

thereunder. No Agent-Related Person shall be under any obligation to any Lender
or participant to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement or any
other Loan Document, or to inspect the properties, books or records of any Party
or any Affiliate thereof.

                  10.4     Reliance by Administrative Agent.

                           (a)      The Administrative Agent shall be entitled
         to rely, and shall be fully protected in relying, upon any writing,
         communication, signature, resolution, representation, notice, consent,
         certificate, affidavit, letter, telegram, facsimile, telex or telephone
         message, electronic mail message, statement or other document or
         conversation believed by it to be genuine and correct and to have been
         signed, sent or made by the proper Person or Persons, and upon advice
         and statements of legal counsel (including counsel to any Party),
         independent accountants and other experts selected by the
         Administrative Agent. The Administrative Agent shall be fully justified
         in failing or refusing to take any action under any Loan Document
         unless it shall first receive such advice or concurrence of the
         Requisite Lenders as it deems appropriate and, if it so requests, it
         shall first be indemnified to its satisfaction by the Lenders against
         any and all liability and expense which may be incurred by it by reason
         of taking or continuing to take any such action. The Administrative
         Agent shall in all cases be fully protected in acting, or in refraining
         from acting, under this Agreement or any other Loan Document in
         accordance with a request or consent of the Requisite Lenders (or such
         greater number of Lenders as may be expressly required hereby in any
         instance) and such request and any action taken or failure to act
         pursuant thereto shall be binding upon all the Lenders.

                           (b)      For purposes of determining compliance with
         the conditions specified in Section 8.1, each Lender that has signed
         this Agreement shall be deemed to have consented to, approved or
         accepted or to be satisfied with, each document or other matter
         required thereunder to be consented to or approved by or acceptable or
         satisfactory to a Lender unless the Administrative Agent shall have
         received notice from such Lender prior to the proposed Closing Date
         specifying its objection thereto.

                  10.5     Notice of Default. The Administrative Agent shall not
be deemed to have knowledge or notice of the occurrence of any Default, except
with respect to defaults in the payment of principal, interest and fees required
to be paid to the Administrative Agent for the account of the Lenders, unless
the Administrative Agent shall have received written notice from a Lender or
Borrower referring to this Agreement, describing such Default and stating that
such notice is a "notice of default." The Administrative Agent will notify the
Lenders of its receipt of any such notice. The Administrative Agent shall take
such action with respect to such Default as may be directed by the Requisite
Lenders in accordance with Article 9; provided, however, that unless and until
the Administrative Agent has received any such direction, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default as it shall deem advisable or
in the best interest of the Lenders.

                  10.6     Credit Decision; Disclosure of Information by
Administrative Agent. Each Lender acknowledges that no Agent-Related Person has
made any representation or warranty to it, and that no act by the Administrative
Agent hereafter taken, including any consent to and acceptance of any assignment
or review of the affairs of any Party or any Affiliate thereof, shall be deemed
to constitute any representation or warranty by any Agent-Related Person to any
Lender as to any matter, including whether Agent-Related Persons have disclosed
material information in their possession. Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon any
Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own

                                      -75-
<PAGE>

appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Parties and
their respective Subsidiaries, and all applicable bank or other regulatory Laws
relating to the transactions contemplated hereby, and made its own decision to
enter into this Agreement and to extend credit to Borrower and the other Parties
hereunder. Each Lender also represents that it will, independently and without
reliance upon any Agent-Related Person and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigations as
it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of Borrower and the
other Parties. Except for notices, reports and other documents expressly
required to be furnished to the Lenders by the Administrative Agent herein, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, prospects,
operations, property, financial and other condition or creditworthiness of any
of the Parties or any of their respective Affiliates which may come into the
possession of any Agent-Related Person.

                  10.7     Indemnification of Administrative Agent. Whether or
not the transactions contemplated hereby are consummated, the Lenders shall
indemnify upon demand each Agent-Related Person (to the extent not reimbursed by
or on behalf of any Party and without limiting the obligation of any Party to do
so), pro rata, and hold harmless each Agent-Related Person from and against any
and all Indemnified Liabilities incurred by it; provided, however, that no
Lender shall be liable for the payment to any Agent-Related Person of any
portion of such Indemnified Liabilities to the extent determined in a final,
nonappealable judgment by a court of competent jurisdiction to have resulted
from such Agent-Related Person's own gross negligence or willful misconduct;
provided, however, that no action taken in accordance with the directions of the
Requisite Lenders (or, if required by Section 11.2, all of the Lenders) shall be
deemed to constitute gross negligence or willful misconduct for purposes of this
Section. Without limitation of the foregoing, each Lender shall reimburse the
Administrative Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Costs) incurred by the Administrative
Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any document
contemplated by or referred to herein, to the extent that the Administrative
Agent is not reimbursed for such expenses by or on behalf of Borrower. The
undertaking in this Section shall survive termination of the Commitments, the
payment of all other Obligations and the resignation of the Administrative
Agent.

                  10.8     Administrative Agent in its Individual Capacity. Bank
of America and its Affiliates may make loans to, issue letters of credit for the
account of, accept deposits from, acquire equity interests in and generally
engage in any kind of banking, trust, financial advisory, underwriting or other
business with each of the Parties and their respective Affiliates as though Bank
of America were not the Administrative Agent or the Issuing Lender hereunder and
without notice to or consent of the Lenders. The Lenders acknowledge that,
pursuant to such activities, Bank of America or its Affiliates may receive
information regarding any Party or its Affiliates (including information that
may be subject to confidentiality obligations in favor of such Party or such
Affiliate) and acknowledge that the Administrative Agent shall be under no
obligation to provide such information to them. With respect to its Loans, Bank
of America shall have the same rights and powers under this Agreement as any
other Lender and may exercise such rights and powers as though it were not the
Administrative Agent or the Issuing Lender, and the terms "Lender" and "Lenders"
include Bank of America in its individual capacity.

                  10.9     Successor Administrative Agent. The Administrative
Agent may resign as Administrative Agent upon 30 days' notice to the Lenders;
provided that any such resignation by Bank of America shall also constitute its
resignation as Issuing Lender and Swing Line Lender. The

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<PAGE>

Administrative Agent shall, in connection with any such resignation, make
appropriate arrangements to ensure that, to the extent that it then holds any
capital stock or other equity securities of any Person which is a gaming
licensee as collateral for the Obligations, that any transfer of possession of
such pledged securities to any successor is in full compliance with the
requirements of all relevant Gaming Boards. If the Administrative Agent resigns
under this Agreement, the Requisite Lenders shall appoint from among the Lenders
a successor administrative agent for the Lenders, which successor administrative
agent shall be consented to by Borrower at all times other than during the
existence of an Event of Default (which consent of Borrower shall not be
unreasonably withheld or delayed). If no successor administrative agent is
appointed prior to the effective date of the resignation of the Administrative
Agent, the Administrative Agent may appoint, after consulting with the Lenders
and Borrower, a successor administrative agent from among the Lenders. Upon the
acceptance of its appointment as successor administrative agent hereunder, the
Person acting as such successor administrative agent shall succeed to all the
rights, powers and duties of the retiring Administrative Agent, Issuing Lender
and Swing Line Lender and the respective terms "Administrative Agent," "L/C
Issuer" and "Swing Line Lender" shall mean such successor administrative agent,
Letter of Credit issuer and Swing Line Lender, and the retiring Administrative
Agent's appointment, powers and duties as Administrative Agent shall be
terminated and the retiring Issuing Lender's and Swing Line Lender's rights,
powers and duties as such shall be terminated, without any other or further act
or deed on the part of such retiring Issuing Lender or Swing Line Lender or any
other Lender, other than the obligation of the successor Issuing Lender to issue
letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such succession or to make other arrangements satisfactory to the
retiring Issuing Lender to effectively assume the obligations of the retiring
Issuing Lender with respect to such Letters of Credit. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Article 10 and Sections 11.3 and 11.11 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement. If no successor administrative agent
has accepted appointment as Administrative Agent by the date which is 30 days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Requisite Lenders appoint a successor
agent as provided for above.

                  10.10    Administrative Agent May File Proofs of Claim. In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Party, the Administrative Agent (irrespective of
whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on Borrower) shall
be entitled and empowered, by intervention in such proceeding or otherwise

                           (a)      to file and prove a claim for the whole
         amount of the principal and interest owing and unpaid in respect of the
         Loans, L/C Obligations and all other Obligations that are owing and
         unpaid and to file such other documents as may be necessary or
         advisable in order to have the claims of the Lenders and the
         Administrative Agent (including any claim for the reasonable
         compensation, expenses, disbursements and advances of the Lenders and
         the Administrative Agent and their respective agents and counsel and
         all other amounts due the Lenders and the Administrative Agent under
         Article 3 and Section 11.3) allowed in such judicial proceeding; and

                           (b)      to collect and receive any monies or other
         property payable or deliverable on any such claims and to distribute
         the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative

                                      -77-
<PAGE>

Agent and, in the event that the Administrative Agent shall consent to the
making of such payments directly to the Lenders, to pay to the Administrative
Agent any amount due for the reasonable compensation, expenses, disbursements
and advances of the Administrative Agent and its agents and counsel, and any
other amounts due the Administrative Agent under Article 3 and Section 11.3.
Nothing contained herein shall be deemed to authorize the Administrative Agent
to authorize or consent to or accept or adopt on behalf of any Lender any plan
of reorganization, arrangement, adjustment or composition affecting the
Obligations or the rights of any Lender or to authorize the Administrative Agent
to vote in respect of the claim of any Lender in any such proceeding.

                  10.11    Other Agents; Arrangers and Managers. None of the
Lenders or other Persons identified on the facing page or signature pages of
this Agreement as a "syndication agent," "documentation agent," "co-agent,"
"book manager," "lead manager," "arranger," "lead arranger" or "co-arranger"
shall have any right, power, obligation, liability, responsibility or duty under
this Agreement other than, in the case of such Lenders, those applicable to all
Lenders as such. Without limiting the foregoing, none of the Lenders or other
Persons so identified shall have or be deemed to have any fiduciary relationship
with any Lender. Each Lender acknowledges that it has not relied, and will not
rely, on any of the Lenders or other Persons so identified in deciding to enter
into this Agreement or in taking or not taking action hereunder.

                  10.12    Proportionate Interest in any Collateral. The
Administrative Agent, on behalf of all the Lenders, shall hold in accordance
with the Loan Documents all items of any collateral or interests therein
received or held by the Administrative Agent. Subject to the Administrative
Agent's and the Lenders' rights to reimbursement for their costs and expenses
hereunder (including reasonable attorneys' fees and disbursements and other
professional services and the reasonably allocated costs of attorneys employed
by the Administrative Agent or a Lender) and subject to the application of
payments in accordance with Section 9.2(d), each Lender shall have an interest
in the Lenders' interest in the collateral or interests therein in the same
proportions that the aggregate Obligations owed such Lender under the Loan
Documents bear to the aggregate Obligations owed under the Loan Documents to all
the Lenders, without priority or preference among the Lenders, except that
Obligations owed to any Lender under a Related Swap Agreement shall be secured
on an equal, ratable and pari passu basis with all other Obligations in an
amount equal to (i) the marked to market exposure under the ISDA Master
Agreement covering the Related Swap Agreement, or (ii) if not governed by an
ISDA Master Agreement, an amount equal the Administrative Agent's then customary
credit risk factor for Swap Agreements times the notional amount of Indebtedness
covered by such Related Swap Agreement and, in each case shall be secured on a
subordinate basis as to amounts in excess of such amount.

                  10.13    Foreclosure on Collateral. In the event of
foreclosure or enforcement of the Lien created by any of the Loan Documents,
title to any collateral encumbered thereby shall be taken and held (a) by the
Collateral Agent pursuant to the Intercreditor Agreement or (b) by
Administrative Agent (or an Affiliate or designee thereof) pro rata for the
benefit of the Lenders in accordance with the Obligations outstanding to each of
them and shall be administered in accordance with the standard form of
collateral holding participation agreement used by the Administrative Agent in
comparable syndicated credit facilities.

                  10.14    Intercreditor Arrangements; Attornment Agreements.
Each of the Creditors and the other Parties acknowledges that the Collateral for
the Obligations, and the rights of the Administrative Agent to take action with
respect thereto, are subject to the terms of the Intercreditor Agreement.
Provided that no Default or Event of Default has then occurred, the
Administrative Agent is hereby irrevocably authorized by the other Creditors to:

                                      -78-
<PAGE>

                           (a)      take any discretionary action, or exercise
         any prerogatives, provided to a Creditor Representative pursuant to the
         Intercreditor Agreement;

                           (b)      enter into attornment, non-disturbance and
         estoppel agreements acceptable to the Administrative Agent with lessees
         of interests in leases of real property from Borrower and its
         Restricted Subsidiaries permitted hereby;

                           (c)      provided that no Default or Event of Default
         has occurred and remains continuing, enter into or approve, as Creditor
         Representative, such amendments to the Collateral Documents as are
         required to secure additional Qualified Obligations designated by the
         Borrower in accordance with the terms of the Intercreditor Agreement;
         and

                           (d)      provided that no Default or Event of Default
         has occurred and remains continuing, enter into such instruments,
         documents or agreements as are reasonably required to release or
         partially release, or authorize the Collateral Agent to release or
         partially release, the Liens of the Collateral Documents under the
         circumstances described in, and subject to the conditions set forth in,
         Section 2.12(a) or Section 11.2, as applicable.

                  10.15    No Obligations of Borrower and the Co-Borrowers.
Nothing contained in this Article 10 shall be deemed to impose upon Borrower or
any Co-Borrower any obligation in respect of the due and punctual performance by
the Administrative Agent of its obligations to the Lenders under any provision
of this Agreement, and Borrower and the Co-Borrowers shall have no liability to
the Administrative Agent or any of the Lenders in respect of any failure by the
Administrative Agent or any Lender to perform any of its obligations to the
Creditors under this Agreement. Without limiting the generality of the
foregoing, where any provision of this Agreement relating to the payment of any
amounts due and owing under the Loan Documents provides that such payments shall
be made by Borrower or the Co-Borrower to the Administrative Agent for the
account of the Lenders, Borrower's and the Co-Borrowers' obligations to the
Lenders in respect of such payments shall be deemed to be satisfied upon the
making of such payments to the Administrative Agent in the manner provided by
this Agreement.

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                                   ARTICLE 11
                                  MISCELLANEOUS

                  11.1     Cumulative Remedies; No Waiver. The rights, powers,
privileges and remedies of the Creditors provided herein or in any Note or other
Loan Document are cumulative and not exclusive of any right, power, privilege or
remedy provided by Law or equity. No failure or delay on the part of the
Administrative Agent or any Lender in exercising any right, power, privilege or
remedy may be, or may be deemed to be, a waiver thereof; nor may any single or
partial exercise of any right, power, privilege or remedy preclude any other or
further exercise of the same or any other right, power, privilege or remedy. The
terms and conditions of Article 8 hereof are inserted for the sole benefit of
the Creditors; the same may be waived in whole or in part, with or without terms
or conditions, in respect of any Loan or Letter of Credit without prejudicing
the Administrative Agent's or the Lenders' rights to assert them in whole or in
part in respect of any other Loan.

                  11.2     Amendments; Consents. Each amendment, modification,
supplement, extension, termination, waiver, approval and consent under this
Agreement and the other Loan Documents shall be subject to the terms of all
applicable Laws, including Gaming Laws. No amendment, modification, supplement,
extension, termination or waiver of any provision of this Agreement or any other
Loan Document, no approval or consent thereunder, and no consent to any
departure by Borrower, the Co-Borrowers or any other Party therefrom, may in any
event be effective unless in writing signed by the Administrative Agent with the
approval of Requisite Lenders (and, in the case of any amendment, modification
or supplement of or to any Loan Document to which Borrower or any of its
Subsidiaries is a Party, signed by each such Party, and, in the case of any
amendment, modification or supplement to Article 10, signed by the
Administrative Agent), and then only in the specific instance and for the
specific purpose given; and, without the approval in writing of all the Lenders,
no amendment, modification, supplement, termination, waiver or consent may be
effective:

                           (a)      Without the consent of each affected Lender,
         (i) to reduce the principal of, or the amount of principal, principal
         prepayments or the rate of interest payable on, any Note, or (ii) to
         increase the amount of the Commitments or the Pro Rata Share of any
         Lender or (iii) to reduce the amount of any Unused Fee payable to any
         Revolving Lender, or any other fee or amount payable to any Lender
         under the Loan Documents or (iv) to waive an Event of Default
         consisting of the failure of Borrower or the Co-Borrowers to pay when
         due principal, interest or any Unused Fee or other fee;

                           (b)      To postpone any date fixed for any payment
         of principal of, prepayment of principal of or any installment of
         interest on, any Note or any installment of any Unused Fee, or to
         extend the term of either of the Commitments;

                           (c)      To permit the term of any Letter of Credit
         to exceed one year (provided that this shall not be construed to
         prohibit the provision of automatic renewal clauses in Letters of
         Credit issued hereunder) or extend beyond the Maturity Date;

                           (d)      To release the Guaranty, the Collateral
         Documents or any other material portion of any collateral for the
         Obligations, or to permit the Collateral Agent to take any such action
         (except in accordance with the provisions of the Intercreditor
         Agreement), provided that if no Default or Event of Default exists, the
         Administrative Agent may without the consent of any Lender (and shall
         at the request of Borrower), (i) release its Lien in any personal
         property financed or leased by Borrower or its Subsidiaries and granted
         a Lien in accordance with Section

                                      -80-
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         6.6(e), (ii) release its Lien in any collateral as otherwise may be
         expressly provided for in any Loan Document, (iii) release its Lien in
         the equity securities of, and all Guaranty Obligations executed by, any
         Subsidiary which is the subject of a Disposition not prohibited by
         Section 6.2, (iv) subordinate its Lien with respect to any Property
         which is the subject of a Disposition not prohibited by Section 6.2,
         (v) release its Lien in any Property which is the subject of a
         Distribution not prohibited by this Agreement, and (vi) release all of
         the Liens under the Loan Documents in a Collateral Release under
         Section 2.12, or shall, in each case to the extent such Lien or
         Guaranty Obligations are held by the Collateral Agent, shall to the
         extent permitted by the Intercreditor Agreement direct the Collateral
         Agent to take such actions.

                           (e)      To amend the provisions of the definitions
         of "Requisite Lenders" or "Maturity Date";

                           (f)      To amend or waive Article 8, Section 6.4 or
         this Section; or

                           (g)      To amend any provision of this Agreement
         that expressly requires the consent or approval of all the Lenders.

Any amendment, modification, supplement, termination, waiver or consent pursuant
to this Section shall apply equally to, and shall be binding upon, all of the
Creditors. Notwithstanding anything to the contrary herein, no Defaulting Lender
shall have any right to approve or disapprove any amendment, waiver or consent
hereunder, except that the Pro Rata Share of the Commitments of such Lender may
not be increased or extended without the consent of such Lender.

                  11.3     Attorney Costs, Expenses and Taxes.

                           (a)      Borrower and the Co-Borrowers agree (a) to
         pay or reimburse the Administrative Agent for all costs and expenses
         incurred in connection with the development, preparation, negotiation
         and execution of this Agreement and the other Loan Documents and any
         amendment, waiver, consent or other modification of the provisions
         hereof and thereof (whether or not the transactions contemplated hereby
         or thereby are consummated), and the consummation and administration of
         the transactions contemplated hereby and thereby, including all
         Attorney Costs, and (b) to pay or reimburse the Administrative Agent
         and each Lender for all costs and expenses incurred in connection with
         the enforcement, attempted enforcement, or preservation of any rights
         or remedies under this Agreement or the other Loan Documents (including
         all such costs and expenses incurred during any "workout" or
         restructuring in respect of the Obligations and during any legal
         proceeding, including any proceeding under any Debtor Relief Law),
         including all Attorney Costs. The foregoing costs and expenses shall
         include all search, filing, recording, title insurance and appraisal
         charges and fees and taxes related thereto, and other out-of-pocket
         expenses incurred by the Administrative Agent and the cost of
         independent public accountants and other outside experts retained by
         the Administrative Agent or any Lender. All amounts due under this
         Section 11.3 shall be payable within five Business Days after demand
         therefor. The agreements in this Section shall survive the termination
         of the Commitments and repayment of all other Obligations.

                           (b)      Borrower and the Co-Borrowers shall pay any
         and all documentary and other taxes, excluding (1) taxes imposed on or
         measured in whole or in part by overall net income, gross income or
         gross receipts and franchise taxes imposed on any Lender by (A) any
         jurisdiction (or political subdivision thereof) in which it is
         organized or maintains its principal office or LIBOR Lending Office or
         (B) any jurisdiction (or political subdivision thereof) in which it is
         "doing business", (2) any withholding taxes or other taxes based on
         gross income imposed by

                                      -81-
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         the United States of America that are not attributable to any change in
         any Law or the interpretation or administration of any Law by any
         Governmental Agency and (3) any withholding tax or other taxes based on
         gross income imposed by the United States of America for any period
         with respect to which it has failed to provide Borrower with the
         appropriate form or forms required by Section 11.21, to the extent such
         forms are then required by applicable Laws, and all costs, expenses,
         fees and charges payable or determined to be payable in connection with
         the filing or recording of this Agreement, any other Loan Document or
         any other instrument or writing to be delivered hereunder or
         thereunder, or in connection with any transaction pursuant hereto or
         thereto, and shall reimburse, hold harmless and indemnify on the terms
         set forth in Section 11.11 the Creditors from and against any and all
         loss, liability or legal or other expense with respect to or resulting
         from any delay in paying or failure to pay any such tax, cost, expense,
         fee or charge or that any of them may suffer or incur by reason of the
         failure of any Party to perform any of its Obligations. Any amount
         payable to the Administrative Agent or any Lender under this Section
         shall bear interest from the second Business Day following the date of
         demand for payment at the Default Rate.

                  11.4     Nature of Lenders' Obligations. The obligations of
the Lenders hereunder to make Loans and to fund participations in Letters of
Credit and Swing Line Loans are several and not joint. The failure of any Lender
to make any Loan or to fund any such participation on any date required
hereunder shall not relieve any other Lender of its corresponding obligation to
do so on such date, and no Lender shall be responsible for the failure of any
other Lender to so make its Loan or purchase its participation. Nothing
contained in this Agreement or any other Loan Document and no action taken by
the Creditors or any of them pursuant hereto or thereto may, or may be deemed
to, make the Lenders a partnership, an association, a joint venture or other
entity, either among themselves or with Borrower, the Co-Borrowers or any
Affiliate of Borrower. Each Lender's obligation to make any Advance pursuant
hereto is several and not joint or joint and several, and in the case of the
initial Advance only is conditioned upon the performance by all other Lenders of
their obligations to make initial Advances. A default by any Lender will not
increase the Pro Rata Share of any other Lender. Any Lender not in default may,
if it desires, assume in such proportion as the non-Defaulting Lenders agree the
obligations of any Lender in default, but is not obligated to do so. The
Administrative Agent agrees that it will use its best efforts either to induce
the other Lenders to assume the obligations of a Lender in default or to obtain
another Lender, reasonably satisfactory to Borrower and the Co-Borrowers, to
replace such a Lender in default.

                  11.5     Survival of Representations and Warranties. All
representations and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith or
therewith shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Letter of Credit, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

                  11.6     Notices.

                           (a)      General. Unless otherwise expressly provided
         herein, all notices and other communications provided for hereunder
         shall be in writing (including by facsimile transmission). All such
         written notices shall be mailed, faxed or delivered to the applicable
         address, facsimile number or (subject to subsection (c) below)
         electronic mail address, and all

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         notices and other communications expressly permitted hereunder to be
         given by telephone shall be made to the applicable telephone number, as
         follows:

                                    (1)      if to Borrower, the Administrative
                  Agent, the Issuing Lender or the Swing Line Lender, to the
                  address, facsimile number, electronic mail address or
                  telephone number specified for such Person on Schedule 11.6 or
                  to such other address, facsimile number, electronic mail
                  address or telephone number as shall be designated by such
                  party in a notice to the other parties; and

                                    (2)      if to any other Lender, to the
                  address, facsimile number, electronic mail address or
                  telephone number specified in its Administrative Questionnaire
                  or to such other address, facsimile number, electronic mail
                  address or telephone number as shall be designated by such
                  party in a notice to Borrower, the Administrative Agent, the
                  Issuing Lender and the Swing Line Lender.

         All such notices and other communications shall be deemed to be given
         or made upon the earlier to occur of (i) actual receipt by the relevant
         party hereto and (ii) (A) if delivered by hand or by courier, when
         signed for by or on behalf of the relevant party hereto; (B) if
         delivered by mail, four Business Days after deposit in the mails,
         postage prepaid; (C) if delivered by facsimile, when sent and receipt
         has been confirmed by telephone; and (D) if delivered by electronic
         mail (which form of delivery is subject to the provisions of subsection
         (c) below), when delivered; provided, however, that notices and other
         communications to the Administrative Agent, the Issuing Lender and the
         Swing Line Lender pursuant to Article 2 shall not be effective until
         actually received by such Person. In no event shall a voicemail message
         be effective as a notice, communication or confirmation hereunder.

                           (b)      Effectiveness of Facsimile Documents and
         Signatures. Loan Documents may be transmitted or signed by facsimile.
         The effectiveness of any such documents and signatures shall, subject
         to applicable Law, have the same force and effect as manually-signed
         originals and shall be binding on all Parties, the Administrative Agent
         and the Lenders. The Administrative Agent may also require that any
         such documents and signatures be confirmed by a manually-signed
         original thereof; provided, however, that the failure to request or
         deliver the same shall not limit the effectiveness of any facsimile
         document or signature.

                           (c)      Limited Use of Electronic Mail. Electronic
         mail and Internet and intranet websites may be used only to distribute
         routine communications, such as financial statements and other
         information as provided in Section 7.1, and to distribute Loan
         Documents for execution by the parties thereto, and may not be used for
         any other purpose.

                           (d)      Reliance by Administrative Agent and
         Lenders. The Administrative Agent and the Lenders shall be entitled to
         rely and act upon any notices (including telephonic requests for Loans
         and Swing Line Loans) that, in the reasonable judgment of the
         Administrative Agent and the Lenders, are purportedly given by or on
         behalf of Borrower or any Co-Borrower even if (i) such notices were not
         made in a manner specified herein, were incomplete or were not preceded
         or followed by any other form of notice specified herein, or (ii) the
         terms thereof, as understood by the recipient, varied from any
         confirmation thereof. Borrower and the Co-Borrowers shall jointly and
         severally indemnify each Agent-Related Person and each Lender from all
         losses, costs, expenses and liabilities resulting from the reliance by
         such Person on each notice that, in the reasonable judgment of such
         Agent-Related Person, is purportedly given by or on behalf of Borrower
         or any Co-Borrower. All telephonic notices to and other communications

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         with the Administrative Agent may be recorded by the Administrative
         Agent, and each of the parties hereto hereby consents to such
         recording.

                           (e)      Notice to Borrower is Notice to
         Co-Borrowers. Borrower and the Co-Borrower expressly agree that the
         credit facilities provided hereunder are being provided for the joint
         convenience of Borrower and its Restricted Subsidiaries, including the
         Co-Borrowers, and that (despite the joint and several nature of the
         Obligations), it is expected that Borrower shall administer the
         Advances and Letters of Credit on behalf of itself and the
         Co-Borrowers. Accordingly, Borrower and the Co-Borrowers agree that any
         notice provided to Borrower hereunder shall be deemed to constitute the
         same notice to the Co-Borrowers, without the requirement that separate
         notices be provided to the Co-Borrowers.

                  11.7     Execution of Loan Documents. Unless the
Administrative Agent otherwise specifies with respect to any Loan Document, (a)
this Agreement and any other Loan Document may be executed in any number of
counterparts and any party hereto or thereto may execute any counterpart, each
of which when executed and delivered will be deemed to be an original and all of
which counterparts of this Agreement or any other Loan Document, as the case may
be, when taken together will be deemed to be but one and the same instrument and
(b) execution of any such counterpart may be evidenced by a telecopier
transmission of the signature of such party followed by prompt transmission of
an original signature. The execution of this Agreement or any other Loan
Document by any party hereto or thereto will not become effective until
counterparts hereof or thereof, as the case may be, have been executed by all
the parties hereto or thereto.

                  11.8     Binding Effect; Assignment.

                           (a)      This Agreement and the other Loan Documents
         to which Borrower and the Co-Borrowers are a Party will be binding upon
         and inure to the exclusive benefit of Borrower, the Co-Borrowers, the
         Creditors, and their respective successors and assigns, except that
         Borrower and the Co-Borrowers may not assign their respective rights
         hereunder or thereunder or any interest herein or therein without the
         prior written consent of all the Lenders. Each Lender represents that
         it is not acquiring its Notes with a view to the distribution thereof
         within the meaning of the Securities Act of 1933, as amended (subject
         to any requirement that disposition of its Notes must be within the
         control of such Lender). Any Lender may at any time pledge its Notes or
         any other instrument evidencing its rights as a Lender under this
         Agreement to a Federal Reserve Bank, but no such pledge shall release
         that Lender from its obligations hereunder or grant to such Federal
         Reserve Bank the rights of a Lender hereunder absent foreclosure of
         such pledge.

                           (b)      From time to time, each Lender may assign to
         one or more Eligible Assignees all or any portion of its Pro Rata Share
         of either or both of the Commitments, provided that (i) such Eligible
         Assignee, if not then a Lender or an Affiliate of the assigning Lender,
         shall be approved by each of the Administrative Agent and (if no Event
         of Default then exists) Borrower and the Co-Borrowers (none of which
         approvals shall be unreasonably withheld or delayed), (ii) in the case
         of assignments of a Pro Rata Share of the Revolving Commitment, such
         Eligible Assignee, if not then a Revolving Lender or an Affiliate of
         the assigning Lender, shall be approved by each of the Administrative
         Agent and (if no Event of Default then exists) Borrower and the
         Co-Borrowers (none of which approvals shall be unreasonably withheld or
         delayed), (iii) such assignment shall be evidenced by an Assignment
         Agreement, a copy of which shall be furnished to the Administrative
         Agent as hereinbelow provided, (iv) except in the case of an assignment
         to an Affiliate of the assigning Lender, to another Lender or of the
         entire remaining Pro Rata Share of the relevant Commitment by the
         assigning Lender, the assignment shall not

                                      -84-
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         assign a Pro Rata Share that is less than $1,000,000, (v) the effective
         date of any such assignment shall be as specified in the Assignment
         Agreement, but not earlier than the date which is five Business Days
         after the date the Administrative Agent has received the Assignment
         Agreement, (vi) such assignment shall be of a constant and non-varying
         percentage of the Pro Rata Share of the assigning Lender, and (vii) the
         assignor Lender shall have paid a $3500 assignment fee to the
         Administrative Agent. Upon the effective date of such Assignment
         Agreement, the Eligible Assignee named therein shall be a Lender for
         all purposes of this Agreement, with the Pro Rata Share set forth
         therein and, to the extent of such Pro Rata Share, the assigning Lender
         shall be released from its further obligations under this Agreement.
         Borrower and the Co-Borrowers agree that they shall execute and deliver
         (against delivery by the assigning Lender to Borrower of appropriate
         Notes) to such assignee Lender, a Committed Advance Note evidencing
         that assignee Lender's Pro Rata Share of the appropriate Commitment and
         a Competitive Revolving Note, and to the assigning Lender, a Committed
         Advance Note evidencing the remaining balance Pro Rata Share of the
         appropriate Commitment retained by the assigning Lender.

                           (c)      By executing and delivering a Assignment
         Agreement, the Eligible Assignee thereunder acknowledges and agrees
         that: (i) other than the representation and warranty that it is the
         legal and beneficial owner of the Pro Rata Share being assigned thereby
         free and clear of any adverse claim, the assigning Lender has made no
         representation or warranty and assumes no responsibility with respect
         to any statements, warranties or representations made in or in
         connection with this Agreement or the execution, legality, validity,
         enforceability, genuineness or sufficiency of this Agreement or any
         other Loan Document; (ii) the assigning Lender has made no
         representation or warranty and assumes no responsibility with respect
         to the financial condition of Borrower or its Subsidiaries or the
         performance by Borrower and its Subsidiaries of the Obligations; (iii)
         it has received a copy of this Agreement, together with copies of the
         most recent financial statements delivered pursuant to Section 7.1 and
         such other documents and information as it has deemed appropriate to
         make its own credit analysis and decision to enter into such Assignment
         Agreement; (iv) it will, independently and without reliance upon the
         Administrative Agent or any Lender and based on such documents and
         information as it shall deem appropriate at the time, continue to make
         its own credit decisions in taking or not taking action under this
         Agreement; (v) it appoints and authorizes the Administrative Agent to
         take such action and to exercise such powers under this Agreement as
         are delegated to the Administrative Agent by this Agreement; and (vi)
         it will perform in accordance with their terms all of the obligations
         which by the terms of this Agreement are required to be performed by it
         as a Lender.

                           (d)      The Administrative Agent shall maintain at
         the Administrative Agent's Office a copy of each Assignment Agreement
         delivered to it and a register (the "Register") of the names and
         address of each of the Lenders and the Pro Rata Share held by each
         Lender, giving effect to each Assignment Agreement. The Register shall
         be available during normal business hours for inspection by Borrower,
         the Co-Borrowers or any Lender upon reasonable prior notice to the
         Administrative Agent. Borrower, the Co-Borrowers and the Creditors
         shall deem and treat the Persons listed as Lenders in the Register as
         the holders and owners of the Pro Rata Share listed therein for all
         purposes hereof, and no assignment or transfer of any such Pro Rata
         Share shall be effective, in each case unless and until a Assignment
         Agreement effecting the assignment or transfer thereof shall have been
         accepted by the Administrative Agent and recorded in the Register as
         provided above. Prior to such recordation, all amounts owed with
         respect to the applicable Pro Rata Share shall be owed to the Lender
         listed in the Register as the owner thereof, and any request, authority
         or consent of any Person who, at the time of making such request or
         giving such authority or consent, is listed in the Register as a Lender
         shall be conclusive and binding on any subsequent holder, assignee or
         transferee of the corresponding Pro Rata Share.

                                      -85-
<PAGE>

                           (e)      Each Lender may from time to time grant
         participations to one or more banks or other financial institutions
         (including another Lender) in a portion of its Pro Rata Share (or in
         Competitive Advances made by that Lender); provided, however, that (i)
         such Lender's obligations under this Agreement shall remain unchanged,
         (ii) such Lender shall remain solely responsible to the other parties
         hereto for the performance of such obligations, (iii) the participating
         banks or other financial institutions shall not be a Lender hereunder
         for any purpose except, if the participation agreement so provides, for
         the purposes of Sections 3.7, 3.8, 11.11 and 11.22 but only to the
         extent that the cost of such benefits to Borrower and the Co-Borrowers
         does not exceed the cost which Borrower and the Co-Borrowers would have
         incurred in respect of such Lender absent the participation, (iv)
         Borrower, the Co-Borrowers, the Administrative Agent and the other
         Lenders shall continue to deal solely and directly with such Lender in
         connection with such Lender's rights and obligations under this
         Agreement, (v) the participation interest shall be expressed as a
         percentage of the granting Lender's Pro Rata Share as it then exists
         and shall not restrict an increase in the Commitments, or in the
         granting Lender's Pro Rata Share, so long as the amount of the
         participation interest is not affected thereby, and (vi) the consent of
         the holder of such participation interest shall not be required for
         amendments or waivers of provisions of the Loan Documents other than
         those which (A) extend the Maturity Date or any other date upon which
         any payment of money is due to the Lenders, (B) reduce the rate of
         interest on the Notes, any fee or any other monetary amount payable to
         the Lenders, (C) reduce the amount of any installment of principal due
         under the Notes, (D) release the Guaranty, or (E) change the definition
         of "Requisite Lenders."

                           (f)      Notwithstanding anything in this Section to
         the contrary, the rights of the Lenders to make assignments of, and
         grant participations in, their Pro Rata Shares of the Commitments shall
         be subject to the approval of any Gaming Board, to the extent required
         by applicable Gaming Laws, and to compliance with applicable securities
         laws, if any.

                           (g)      Notwithstanding anything to the contrary
         contained herein, any Lender (a "Granting Lender") may grant to one or
         more SPC's established or maintained by that Granting Lender the option
         to provide all or any part of any Loan or Advance that such Granting
         Lender would otherwise be obligated to make pursuant to Sections 2.1,
         2.2, 2.3 or 2.6, provided that (i) nothing herein shall constitute a
         commitment to make any Loan by any SPC, (ii) if a SPC elects not to
         exercise such option or otherwise fails to provide all or any part of
         such Loan, the Granting Lender shall be obligated to make such Loan
         pursuant to the terms hereof, and (iii) the rights of any such SPC
         shall be derivative of the rights of the Granting Lender, and each SPC
         shall be subject to all of the restrictions upon the Granting Lender
         herein contained. Each SPC shall be conclusively presumed to have made
         arrangements with its Granting Lender for the exercise of voting and
         other rights hereunder in a manner which is acceptable to the SPC, and
         the Administrative Agent, the other Creditors, Borrower, the
         Co-Borrowers and each other Party shall be entitled to rely upon and
         deal solely with the Granting Lender with respect to Loans and Advances
         made by or through its SPC. The making of a Loan by a SPC hereunder
         shall utilize the Commitments of the Granting Lender (and, if such Loan
         is a Competitive Advance, shall be deemed to utilize the Revolving
         Commitments of the Lenders) to the same extent, and as if, such Loan
         were made by the Granting Lender. Each party hereto hereby agrees that
         no SPC shall be liable for any indemnity or similar payment obligation
         under this Agreement (all liability for which shall remain with the
         related Granting Lender). In furtherance of the foregoing, each party
         hereto hereby agrees (which agreement shall survive the termination of
         this Agreement) that, prior to the date that is one year and one day
         after the payment in full of all outstanding senior indebtedness of any
         SPC, it will not institute against, or join any other person in
         instituting against, such SPC any bankruptcy, reorganization,
         arrangement, insolvency or liquidation proceedings or similar
         proceedings under the laws of the United States or any State thereof,

                                      -86-
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         provided that the Granting Lender for each SPC hereby agrees to
         indemnify, save, and hold harmless each other party hereto for any
         loss, cost, damage and expense arising out of their inability to
         institute any such proceeding against its SPC. In addition,
         notwithstanding anything to the contrary contained in this Section
         11.8, any SPC may (i) with notice to, but without the prior written
         consent of, Borrower, the Co-Borrowers or the Administrative Agent and
         without paying any processing fee therefor, assign all or a portion of
         its interests in any Loans to its Granting Lender or to any financial
         institutions providing liquidity and/or credit facilities to or for the
         account of such SPC to fund the Loans made by such SPC or to support
         the securities (if any) issued by such SPC to fund such Loans (but
         nothing contained herein shall be construed in derogation of the
         obligation of the Granting Lender to make Loans hereunder), provided
         that neither the consent of the SPC or of any such assignee shall be
         required for amendments or waivers of provisions of the Loan Documents
         except for those amendments or waivers for which the consent of
         participants is required under Section 11.8(e)(vi), and (ii) disclose
         on a confidential basis (in the same manner described in Section 11.14)
         any non-public information relating to its Loans to any rating agency,
         commercial paper dealer or provider of a surety, guarantee or credit or
         liquidity enhancement to such SPC.

                  11.9     Right of Setoff. If an Event of Default has occurred
and is continuing, the Administrative Agent or any Lender (but in each case only
with the consent of the Requisite Lenders) may exercise its rights under Article
9 of the Uniform Commercial Code and other applicable Laws and, to the extent
permitted by applicable Laws, apply any funds in any deposit account maintained
with it by Borrower, the Co-Borrowers and/or any of their Property in its
possession against the Obligations.

                  11.10    Sharing of Setoffs. Each Lender severally agrees that
if it, through the exercise of any right of setoff, banker's lien or
counterclaim against Borrower, any Co-Borrower, or otherwise, receives payment
of the Obligations held by it that is ratably more than any other Lender,
through any means, receives in payment of the Obligations held by that Lender,
then, subject to applicable Laws: (a) the Lender exercising the right of setoff,
banker's lien or counterclaim or otherwise receiving such payment shall
purchase, and shall be deemed to have simultaneously purchased, from the other
Lender a participation in the Obligations held by the other Lender and shall pay
to the other Lender a purchase price in an amount so that the share of the
Obligations held by each Lender after the exercise of the right of setoff,
banker's lien or counterclaim or receipt of payment shall be in the same
proportion that existed prior to the exercise of the right of setoff, banker's
lien or counterclaim or receipt of payment; and (b) such other adjustments and
purchases of participations shall be made from time to time as shall be
equitable to ensure that all of the Lenders share any payment obtained in
respect of the Obligations ratably in accordance with each Lender's share of the
Obligations immediately prior to, and without taking into account, the payment;
provided that, if all or any portion of a disproportionate payment obtained as a
result of the exercise of the right of setoff, banker's lien, counterclaim or
otherwise is thereafter recovered from the purchasing Lender by Borrower, any
Co-Borrower or any Person claiming through or succeeding to the rights of
Borrower or a Co-Borrower, the purchase of a participation shall be rescinded
and the purchase price thereof shall be restored to the extent of the recovery,
but without interest. Each Lender that purchases a participation in the
Obligations pursuant to this Section shall from and after the purchase have the
right to give all notices, requests, demands, directions and other
communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased. Borrower and each Co-Borrower
expressly consents to the foregoing arrangements and agrees that any Lender
holding a participation in an Obligation so purchased may exercise any and all
rights of setoff, banker's lien or counterclaim with respect to the
participation as fully as if the Lender were the original owner of the
Obligation purchased.

                                      -87-
<PAGE>

                  11.11    Indemnification by Borrower and the Co-Borrowers.
Whether or not the transactions contemplated hereby are consummated, Borrower
and each Co-Borrower jointly and severally shall indemnify and hold harmless
each Agent-Related Person, each Lender and their respective Affiliates,
directors, officers, employees, counsel, agents and attorneys-in-fact
(collectively the "Indemnitees") from and against any and all liabilities,
obligations, losses, damages, penalties, claims, demands, actions, judgments,
suits, costs, expenses and disbursements (including Attorney Costs) of any kind
or nature whatsoever which may at any time be imposed on, incurred by or
asserted against any such Indemnitee in any way relating to or arising out of or
in connection with (a) the execution, delivery, enforcement, performance or
administration of any Loan Document or any other agreement, letter or instrument
delivered in connection with the transactions contemplated thereby or the
consummation of the transactions contemplated thereby, (b) any Commitment, Loan
or Letter of Credit or the use or proposed use of the proceeds therefrom
(including any refusal by the Issuing Lender to honor a demand for payment under
a Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit) or (c) any actual
or prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory (including
any investigation of, preparation for, or defense of any pending or threatened
claim, investigation, litigation or proceeding) and regardless of whether any
Indemnitee is a party thereto (all the foregoing, collectively, the "Indemnified
Liabilities"); provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such liabilities, obligations, losses, damages,
penalties, claims, demands, actions, judgments, suits, costs, expenses or
disbursements are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee. No Indemnitee shall be liable for any damages
arising from the use by others of any information or other materials obtained
through IntraLinks or other similar information transmission systems in
connection with this Agreement, nor shall any Indemnitee have any liability for
any indirect, consequential, special or punitive damages relating to this
Agreement or any other Loan Document or arising out of its activities in
connection herewith or therewith (whether before or after the Closing Date). All
amounts due under this Section 11.11 shall be payable within 10 Business Days
after demand therefor. The agreements in this Section shall survive the
resignation of the Administrative Agent, the replacement of any Lender, the
termination of the Commitments and the repayment, satisfaction or discharge of
all the other Obligations.

                  11.12    Nonliability of the Lenders. Borrower and each
Co-Borrower acknowledges and agrees that:

                           (a)      Any inspections of any Property of Borrower
         and its Subsidiaries made by or through the Creditors are for purposes
         of administration of the Loans and Letters of Credit only and Borrower
         and its Affiliates are not entitled to rely upon the same (whether or
         not such inspections are at the expense of Borrower or its
         Subsidiaries);

                           (b)      By accepting or approving anything required
         to be observed, performed, fulfilled or given to the Creditors pursuant
         to the Loan Documents, neither the Administrative Agent nor the Lenders
         shall be deemed to have warranted or represented the sufficiency,
         legality, effectiveness or legal effect of the same, or of any term,
         provision or condition thereof, and such acceptance or approval thereof
         shall not constitute a warranty or representation to anyone with
         respect thereto by the Creditors;

                           (c)      The relationship between Borrower and the
         Co-Borrowers and the Creditors is, and shall at all times remain,
         solely that of borrowers and lenders; neither the Administrative Agent
         nor the Lenders shall under any circumstance be construed to be
         partners or joint venturers of Borrower or its Affiliates; neither the
         Administrative Agent nor the Lenders shall under any circumstance be
         deemed to be in a relationship of confidence or trust or a

                                      -88-
<PAGE>

         fiduciary or other "special" relationship with Borrower or its
         Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates;
         neither the Administrative Agent nor the Lenders undertake or assume
         any responsibility or duty to Borrower or its Affiliates to select,
         review, inspect, supervise, pass judgment upon or inform Borrower or
         its Affiliates of any matter in connection with their Property or the
         operations of Borrower or its Affiliates; Borrower and its Affiliates
         shall rely entirely upon their own judgment with respect to such
         matters; and any review, inspection, supervision, exercise of judgment
         or supply of information undertaken or assumed by the Creditors in
         connection with such matters is solely for the protection of the
         Creditors and neither Borrower, the Co-Borrowers nor any other Person
         is entitled to rely thereon; and

                           (d)      The Creditors shall not be responsible or
         liable to any Person for any loss, damage, liability or claim of any
         kind relating to injury or death to Persons or damage to Property
         caused by the actions, inaction or negligence of Borrower and/or its
         Affiliates and Borrower and the Co-Borrowers hereby indemnify and hold
         the Creditors harmless on the terms set forth in Section 11.11 from any
         such loss, damage, liability or claim.

                  11.13    No Third Parties Benefited. This Agreement is made
for the purpose of defining and setting forth certain obligations, rights and
duties of Borrower, the Co-Borrowers and the Creditors in connection with the
Loans, and is made for the sole benefit of Borrower, the Co-Borrowers, the
Creditors, and the Creditors' successors and assigns. Except as provided in
Sections 11.8, 11.11, and 11.28 no other Person shall have any rights of any
nature hereunder or by reason hereof.

                  11.14    Confidentiality. Each Lender agrees to hold any
confidential information that it may receive from Borrower and the Co-Borrowers
pursuant to this Agreement in confidence, except for disclosure: (a) to other
Creditors (or, subject to appropriate confidentiality restrictions, Affiliates
of any Creditor); (b) to legal counsel and accountants for Borrower and the
Co-Borrowers or any Lender; (c) to other professional advisors to Borrower and
the Co-Borrowers or any Lender, provided that the recipient has accepted such
information subject to a confidentiality agreement substantially similar to this
Section; (d) to regulatory officials having jurisdiction over that Lender; (e)
to any Gaming Board having regulatory jurisdiction over Borrower or its
Subsidiaries, provided that each Lender agrees to use its best efforts to notify
Borrower and the Co-Borrowers of any such disclosure unless prohibited by
applicable Laws; (f) as required by Law or legal process or in connection with
any legal proceeding to which that Lender and Borrower or any of its
Subsidiaries are adverse parties; and (g) to another financial institution in
connection with a disposition or proposed disposition to that financial
institution of all or part of that Lender's interests hereunder or a
participation interest in its Notes, provided that the recipient has accepted
such information subject to a confidentiality agreement substantially similar to
this Section. For purposes of the foregoing, "confidential information" shall
mean any information respecting Borrower or its Subsidiaries reasonably
considered by Borrower to be confidential, other than (i) information previously
filed with any Governmental Agency and available to the public, (ii) information
previously published in any public medium from a source other than, directly or
indirectly, that Lender, and (iii) information previously disclosed by Borrower
or its Subsidiaries to any Person not associated with Borrower without a
confidentiality agreement or obligation substantially similar to this Section.
Notwithstanding anything herein to the contrary, "confidential information"
shall not include, and the Administrative Agent and each Lender may disclose
without limitation of any kind, any information with respect to the "tax
treatment" and "tax structure" (in each case, within the meaning of Treasury
Regulation Section 1.6011-4) of the transactions contemplated hereby and all
materials of any kind (including opinions or other tax analyses) that are
provided to the Administrative Agent or such Lender relating to such tax
treatment and tax structure; provided that with respect to any document or
similar item that in either case contains information concerning the tax
treatment or tax structure of the transaction as well as other information, this
sentence shall only apply to such portions of the document or similar item that
relate to the tax treatment or tax structure of the Loans, Letters of Credit and
transactions contemplated

                                      -89-
<PAGE>

hereby. Nothing in this Section shall be construed to create or give rise to any
fiduciary duty on the part of the Creditors to Borrower or any other Party.

                  11.15    Further Assurances. Borrower and its Subsidiaries
shall, at their expense and without expense to the Lenders or the Administrative
Agent, do, execute and deliver such further acts and documents as the Requisite
Lenders or the Administrative Agent from time to time reasonably require for the
assuring and confirming unto the Lenders or the Administrative Agent of the
rights hereby created or intended now or hereafter so to be, or for carrying out
the intention or facilitating the performance of the terms of any Loan Document.

                  11.16    Integration. This Agreement, the other Loan Documents
and the letter agreements referred to in Sections 3.2, 3.3, 3.5 and 3.6,
comprise the complete and integrated agreements of the parties on the subject
matter hereof and supersedes all prior agreements, written or oral, on the
subject matter hereof. In the event of any conflict between the provisions of
this Agreement and those of any other Loan Document, the provisions of this
Agreement shall control and govern; provided that the inclusion of supplemental
rights or remedies in favor of the Creditors in any other Loan Document shall
not be deemed a conflict with this Agreement. Each Loan Document was drafted
with the joint participation of the respective parties thereto and shall be
construed neither against nor in favor of any party, but rather in accordance
with the fair meaning thereof.

                  11.17    Governing Law. Except to the extent otherwise
provided therein, each Loan Document shall be governed by, and construed and
enforced in accordance with, the local Laws of Nevada.

                  11.18    Severability of Provisions. Any provision in any Loan
Document that is held to be inoperative, unenforceable or invalid as to any
party or in any jurisdiction shall, as to that party or jurisdiction, be
inoperative, unenforceable or invalid without affecting the remaining provisions
or the operation, enforceability or validity of that provision as to any other
party or in any other jurisdiction, and to this end the provisions of all Loan
Documents are declared to be severable.

                  11.19    Headings. Article and Section headings in this
Agreement and the other Loan Documents are included for convenience of reference
only and are not part of this Agreement or the other Loan Documents for any
other purpose.

                  11.20    Time of the Essence. Time is of the essence of the
Loan Documents.

                  11.21    Foreign Lenders and Participants.

                           (a)      Tax Forms.

                                    (1)      Each Lender that is not a "United
                  States person" within the meaning of Section 7701(a)(30) of
                  the Code (a "Foreign Lender") shall deliver to the
                  Administrative Agent, prior to receipt of any payment subject
                  to withholding under the Code (or upon accepting an assignment
                  of an interest herein), two duly signed completed copies of
                  either IRS Form W-8BEN or any successor thereto (relating to
                  such Foreign Lender and entitling it to an exemption from, or
                  reduction of, withholding tax on all payments to be made to
                  such Foreign Lender by Borrower pursuant to this Agreement) or
                  IRS Form W-8ECI or any successor thereto (relating to all
                  payments to be made to such Foreign Lender by Borrower
                  pursuant to this Agreement) or such other evidence
                  satisfactory to Borrower and the Administrative Agent that
                  such Foreign Lender is entitled to an exemption from, or
                  reduction of, U.S. withholding tax, including any

                                      -90-
<PAGE>

                  exemption pursuant to Section 881(c) of the Code. Thereafter
                  and from time to time, each such Foreign Lender shall (A)
                  promptly submit to the Administrative Agent such additional
                  duly completed and signed copies of one of such forms (or such
                  successor forms as shall be adopted from time to time by the
                  relevant United States taxing authorities) as may then be
                  available under then current United States laws and
                  regulations to avoid, or such evidence as is satisfactory to
                  Borrower and the Administrative Agent of any available
                  exemption from or reduction of, United States withholding
                  taxes in respect of all payments to be made to such Foreign
                  Lender by Borrower pursuant to this Agreement, (B) promptly
                  notify the Administrative Agent of any change in circumstances
                  which would modify or render invalid any claimed exemption or
                  reduction, and (C) take such steps as shall not be materially
                  disadvantageous to it, in the reasonable judgment of such
                  Lender, and as may be reasonably necessary (including the
                  re-designation of its Lending Office) to avoid any requirement
                  of applicable Laws that Borrower make any deduction or
                  withholding for taxes from amounts payable to such Foreign
                  Lender.

                                    (2)      Each Foreign Lender, to the extent
                  it does not act or ceases to act for its own account with
                  respect to any portion of any sums paid or payable to such
                  Lender under any of the Loan Documents (for example, in the
                  case of a typical participation by such Lender), shall deliver
                  to the Administrative Agent on the date when such Foreign
                  Lender ceases to act for its own account with respect to any
                  portion of any such sums paid or payable, and at such other
                  times as may be necessary in the determination of the
                  Administrative Agent (in the reasonable exercise of its
                  discretion), (A) two duly signed completed copies of the forms
                  or statements required to be provided by such Lender as set
                  forth above, to establish the portion of any such sums paid or
                  payable with respect to which such Lender acts for its own
                  account that is not subject to U.S. withholding tax, and (B)
                  two duly signed completed copies of IRS Form W-8IMY (or any
                  successor thereto), together with any information such Lender
                  chooses to transmit with such form, and any other certificate
                  or statement of exemption required under the Code, to
                  establish that such Lender is not acting for its own account
                  with respect to a portion of any such sums payable to such
                  Lender.

                                    (3)      Borrower shall not be required to
                  pay any additional amount to any Foreign Lender under Section
                  3.12(d) (A) with respect to any taxes required to be deducted
                  or withheld on the basis of the information, certificates or
                  statements of exemption such Lender transmits with an IRS Form
                  W-8IMY pursuant to this Section 11.21(a) or (B) if such Lender
                  shall have failed to satisfy the foregoing provisions of this
                  Section 11.21(a); provided that if such Lender shall have
                  satisfied the requirement of this Section 11.21(a) on the date
                  such Lender became a Lender or ceased to act for its own
                  account with respect to any payment under any of the Loan
                  Documents, nothing in this Section 11.21(a) shall relieve
                  Borrower of its obligation to pay any amounts pursuant to
                  Section 3.12(d) in the event that, as a result of any change
                  in any applicable law, treaty or governmental rule, regulation
                  or order, or any change in the interpretation, administration
                  or application thereof, such Lender is no longer properly
                  entitled to deliver forms, certificates or other evidence at a
                  subsequent date establishing the fact that such Lender or
                  other Person for the account of which such Lender receives any
                  sums payable under any of the Loan Documents is not subject to
                  withholding or is subject to withholding at a reduced rate.

                                    (4)      The Administrative Agent may,
                  without reduction, withhold any Taxes required to be deducted
                  and withheld from any payment under any of the Loan

                                      -91-
<PAGE>

                  Documents with respect to which Borrower is not required to
                  pay additional amounts under this Section 11.21(a).

                           (b)      Form W-9. Upon the request of the
         Administrative Agent, each Lender that is a "United States person"
         within the meaning of Section 7701(a)(30) of the Code shall deliver to
         the Administrative Agent two duly signed completed copies of IRS Form
         W-9. If such Lender fails to deliver such forms, then the
         Administrative Agent may withhold from any interest payment to such
         Lender an amount equivalent to the applicable back-up withholding tax
         imposed by the Code, without reduction.

                           (c)      Withholding. If any Governmental Agency
         asserts that the Administrative Agent did not properly withhold or
         backup withhold, as the case may be, any tax or other amount from
         payments made to or for the account of any Lender, such Lender shall
         indemnify the Administrative Agent therefor, including all penalties
         and interest, any taxes imposed by any jurisdiction on the amounts
         payable to the Administrative Agent under this Section, and costs and
         expenses (including Attorney Costs) of the Administrative Agent. The
         obligation of the Lenders under this Section shall survive the
         termination of the Commitments, repayment of all other Obligations
         hereunder and the resignation of the Administrative Agent.

                  11.22    Hazardous Material Indemnity. Borrower and each
Co-Borrower hereby agrees to indemnify, hold harmless and defend (by counsel
reasonably satisfactory to the Administrative Agent) the Administrative Agent
and each of the Lenders (and any successor to a Lender) and their respective
directors, officers, employees and agents from and against any and all claims,
losses, damages, liabilities, fines, penalties, charges, administrative and
judicial proceedings and orders, judgments, remedial action requirements,
enforcement actions of any kind, and all costs and expenses incurred in
connection therewith (including reasonable attorneys' fees and the reasonably
allocated costs of attorneys employed by the Administrative Agent or any Lender,
and expenses to the extent that the defense of any such action has not been
assumed by Borrower and the Co-Borrowers), arising directly or indirectly out of
(i) the presence on, in, under or about any Real Property of any Hazardous
Materials, or any releases or discharges of any Hazardous Materials on, under or
from any Real Property and (ii) any activity carried on or undertaken on or off
any Real Property by Borrower its Subsidiaries or any of their predecessors in
title, whether prior to or during the term of this Agreement, and whether by
Borrower, its Subsidiaries or any predecessor in title or any employees, agents,
contractors or subcontractors of Borrower, its Subsidiaries or any predecessor
in title, or any third persons at any time occupying or present on any Real
Property (other than a Lender or a representative of a Lender), in connection
with the handling, treatment, removal, storage, decontamination, clean-up,
transport or disposal of any Hazardous Materials at any time located or present
on, in, under or about any Real Property; provided that, anything to the
contrary herein notwithstanding (including Exhibit K), the liability of Detroit
shall be limited to that portion of the Obligations which are actually borrowed
or received by Detroit. The foregoing indemnity shall further apply to any
residual contamination on, in, under or about any Real Property, or affecting
any natural resources, and to any contamination of any Property or natural
resources arising in connection with the generation, use, handling, storage,
transport or disposal of any such Hazardous Materials, and irrespective of
whether any of such activities were or will be undertaken in accordance with
applicable Laws, but the foregoing indemnity shall not apply to Hazardous
Materials on any Real Property, the presence of which is caused by the
Creditors. Borrower and each Co-Borrower hereby acknowledges and agrees that,
notwithstanding any other provision of this Agreement or any of the other Loan
Documents to the contrary, the obligations of Borrower and the Co-Borrowers
under this Section (and under Sections 4.17 and 5.4, with respect to compliance
with Hazardous Materials Laws) shall be unlimited corporate obligations of
Borrower and the Co-Borrowers and shall not be secured by any deed of trust or
mortgage on any Real Property. Any obligation or liability of Borrower and the
Co-Borrowers to any Indemnitee under this Section shall survive the expiration
or termination of this Agreement, the repayment of all

                                      -92-
<PAGE>

Loans, the expiration or termination of all Letters of Credit and the payment
and performance of all other Obligations owed to the Lenders.

                  11.23    Gaming Boards. The Administrative Agent and each of
the Lenders agree to cooperate with all Gaming Boards in connection with the
administration of their regulatory jurisdiction over Borrower and its
Subsidiaries, including the provision of such documents or other information as
may be requested by any such Gaming Board relating to Borrower or any of its
Subsidiaries or to the Loan Documents.

                  11.24    Lien Releases. The Administrative Agent shall release
any Lien granted to or held by the Administrative Agent on any collateral for
the Obligations (and shall consent to the release by the Collateral Agent of any
Liens held by the Collateral Agent) which is (i) sold, transferred or otherwise
disposed of in connection with any transaction not prohibited by the Loan
Documents, (ii) constituting Property leased to Borrower or its Subsidiaries
under a lease which has expired or been terminated in a transaction not
prohibited by the Loan Documents or which will concurrently expire and which has
not been, and is not intended by Borrower or the relevant Subsidiary to be,
renewed or extended, (iii) consisting of an instrument, if the Indebtedness
evidenced by such instrument has been finally repaid in full, (iv) if approved
or consented to by those of the Lenders required by Section 11.2, (v) for the
avoidance of doubt, of the Golden Nugget Properties (and the stock of entities
owning the Golden Nugget Properties) upon any permitted sale, transfer or other
disposition of the Golden Nugget Properties, or (vi) as otherwise expressly
required by the Loan Documents, provided in each case that any Liens securing
the other Senior Indebtedness are concurrently released. If the collateral so
released consists of capital stock of a Subsidiary which is sold, transferred or
otherwise disposed of in connection with any transaction not prohibited by the
Loan Documents, then the Administrative Agent shall concurrently also release
such Subsidiary from its obligations under the Guaranty. Each of the Creditors
hereby consent to the arrangements set forth in this Section and, upon the
request of the Administrative Agent, each Lender shall promptly provide written
confirmation of the authority of the Administrative Agent to release such Liens
(or to consent to such release by the Collateral Agent) upon any one or more
items of collateral under this Section.

                  11.25    Termination; Release of Liens. In addition to any
Collateral Release as contemplated in Section 2.12, upon (a) the expiration or
termination of the Commitments, (b) the full and final payment in Cash of the
Loans, all interest and fees with respect thereto, (c) the reimbursement of all
draws under Letters of Credit and the payment of all fees with respect thereto,
(d) the expiration of all Letters of Credit or the deposit of Cash collateral
with the Issuing Lender in the effective face amount thereof, (e) the payment of
all amounts then demanded by any Lender or indemnitee under Sections 3.7, 3.8,
11.11 and 11.22 and (f) the payment of all other amounts then due under the Loan
Documents, the Administrative Agent is hereby authorized by the Lenders to, and
the Administrative Agent shall, upon the request of Borrower and the
Co-Borrowers, execute and deliver to Borrower and the Co-Borrowers discharges
from further compliance with the covenants contained in Articles 5, 6, and 7 and
releases of the Liens created by the Loan Documents, and shall return any
Property pledged to the Administrative Agent as collateral for the Obligations,
notwithstanding the survival of any provisions of this Agreement herein provided
for.

                  11.26    Removal of a Lender. Borrower and the Co-Borrowers
shall have the right to remove a Lender as a party to this Agreement in
accordance with this Section (a) under the circumstances set forth in Sections
2.11, 3.7, 3.8(g) and 3.12(d) and (b) if such Lender is the subject of a
Disqualification. If Borrower and the Co-Borrowers are entitled to remove a
Lender pursuant to this Section either:

                                      -93-
<PAGE>

                  (x)      Upon notice from Borrower and the Co-Borrowers, the
                  Lender being removed shall execute and deliver a Assignment
                  Agreement covering that Lender's Pro Rata Share in favor of
                  one or more Eligible Assignees designated by Borrower and the
                  Co-Borrowers (and acceptable to the Administrative Agent,
                  which acceptance shall not be unreasonably delayed or
                  withheld), subject to (i) payment of a purchase price by such
                  Eligible Assignee equal to all principal and accrued interest,
                  fees and other amounts payable to such Lender under this
                  Agreement through the date of assignment and (ii) the written
                  release of the Issuing Lender and the Swing Line Lender of
                  such Lender's obligations under Sections 2.4(c) and 2.6(d) or
                  delivery by such Eligible Assignee of such appropriate
                  assurances and indemnities (which may include letters of
                  credit) as such Lender may reasonably require with respect to
                  its participation interest in any Letters of Credit then
                  outstanding or any Swing Line Outstandings; or

                  (y)      Except in the case of the removal of a Lender
                  pursuant to Section 2.11, Borrower and the Co-Borrowers may
                  reduce the Commitments pursuant to Section 2.9 (and, for this
                  purpose, the numerical requirements of such Section shall not
                  apply) by an amount equal to that Lender's Pro Rata Share, pay
                  and provide to such Lender the amounts, assurances and
                  indemnities described in subclauses (i) and (ii) of clause (x)
                  above and release such Lender from its Pro Rata Share.

                  11.27    Joint and Several. Borrower and each of the
Co-Borrowers shall be obligated for all of the Obligations on a joint and
several basis, notwithstanding which of them may have directly received the
proceeds of any particular Loan or Advance or the benefit of a particular Letter
of Credit, provided that, anything to the contrary herein notwithstanding
(including Exhibit K), the liability of Detroit shall be limited to that portion
of the Obligations which are actually borrowed or received by Detroit. Borrower
and each of the Co-Borrowers acknowledge and agree that, for purposes of the
Loan Documents, Borrower, the Co-Borrowers and the Guarantors constitute a
single integrated financial enterprise and that each receives a benefit from the
availability of credit under this Agreement. Borrower and the Co-Borrowers each
waive all defenses arising under the Laws of suretyship, to the extent such Laws
are applicable, in connection with their joint and several obligations under
this Agreement. Without limiting the foregoing, Borrower and each of the
Co-Borrowers agree to the Joint Borrower Provisions set forth in Exhibit K,
incorporated by this reference.

                  11.28    Non-Involvement of Tracinda. The parties hereto
acknowledge that neither Kirk Kerkorian nor Tracinda Corporation, individually
or collectively, is a party to this Agreement or any of the other Loan Documents
executed on the Closing Date. Accordingly, the parties hereto hereby agree that
in the event (i) there is any alleged breach or default by any Party under this
Agreement or any such Loan Document, or (ii) any party hereto has any claim
arising from or relating to any such Loan Document, no party hereto, nor any
party claiming through it (to the extent permitted by applicable Law), shall
commence any proceedings or otherwise seek to impose any liability whatsoever
against Mr. Kerkorian or Tracinda Corporation by reason of such alleged breach,
default or claim.

                  11.29    Pledged Stock in Gaming Companies. If and to the
extent that the capital stock or other equity securities of any Person which
holds a gaming license are at any time pledged to the Creditors, the Creditors
shall, to the extent required by applicable Gaming Laws (a) in the case of any
such Person holding a Nevada gaming license, retain possession of such pledged
capital stock or other equity securities within the State of Nevada at a
location designated to the Nevada State Gaming Control Board, and (b) in the
case of any Person holding a gaming license from another jurisdiction, shall
retain possession of such pledged stock or other equity securities at a location
in that jurisdiction designated to the Gaming Board of that jurisdiction, if so
required by the Gaming Board of that jurisdiction.

                                      -94-
<PAGE>

                  11.30    Payments Set Aside. To the extent that any payment by
or on behalf of Borrower or any Co-Borrower is made to the Administrative Agent
or any Lender, or the Administrative Agent or any Lender exercises its right of
set-off, and such payment or the proceeds of such set-off or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by the
Administrative Agent or such Lender in its discretion) to be repaid to a
trustee, receiver or any other party, in connection with any proceeding under
any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or
such set-off had not occurred, and (b) each Lender severally agrees to pay to
the Administrative Agent upon demand its applicable share of any amount so
recovered from or repaid by the Administrative Agent, plus interest thereon from
the date of such demand to the date such payment is made at a rate per annum
equal to the Federal Funds Rate from time to time in effect.

                  11.31    Waiver of Right to Trial by Jury. EACH PARTY TO THIS
AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT
TO TRIAL BY JURY.

                  11.32    Purported Oral Amendments. BORROWER AND EACH
CO-BORROWER EXPRESSLY ACKNOWLEDGE THAT THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS MAY ONLY BE AMENDED OR MODIFIED, OR THE PROVISIONS HEREOF OR THEREOF
WAIVED OR SUPPLEMENTED, BY AN INSTRUMENT IN WRITING THAT COMPLIES WITH SECTION
11.2. BORROWER AND EACH CO-BORROWER AGREE THAT THEY WILL NOT RELY ON ANY COURSE
OF DEALING, COURSE OF PERFORMANCE, OR ORAL OR WRITTEN STATEMENTS BY ANY
REPRESENTATIVE OF THE ADMINISTRATIVE AGENT OR ANY LENDER THAT DOES NOT COMPLY
WITH SECTION 11.2 TO EFFECT AN AMENDMENT, MODIFICATION, WAIVER OR SUPPLEMENT TO
THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.

                                      -95-
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.

                                MGM MIRAGE,
                                a Delaware corporation

                                By:     /s/ BRYAN L. WRIGHT
                                        --------------------------------------
                                        Bryan Wright, Vice President-Assistant
                                        General Counsel and Assistant Secretary

                                MGM GRAND DETROIT, LLC

                                By: MGM Grand Detroit, Inc., managing member

                                    By: /s/ BRYAN L. WRIGHT
                                        --------------------------------------
                                        Bryan Wright, Assistant Secretary

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

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

                                  By:     /s/ JANICE HAMMOND
                                          --------------------------------------
                                          Janice Hammond, Vice President

                                                                  Signature Page
                                                                  Loan Agreement
<PAGE>

                                  BANK OF AMERICA, N.A.,
                                  as a Lender

                                  By:     /s/ SCOTT L. FABER
                                          --------------------------------------
                                          Scott L. Faber, Managing Director

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  JPMORGAN CHASE BANK,
                                  as a Lender

                                  By:     /s/ DONALD S. SHOKRIAN
                                          --------------------------------------
                                  Name:   Donald S. Shokrian
                                  Title:  Managing Director

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  CITICORP USA, INC.,
                                  as a Lender

                                  By:     /s/ ROBERT F. PARR
                                          --------------------------------------
                                  Name:   Robert F. Parr
                                  Title:  Managing Director

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  WELLS FARGO BANK, N.A.,
                                  as a Lender

                                  By:     /s/ CATHRYN SANTORO
                                          --------------------------------------
                                  Name:   Cathryn Santoro
                                  Title:  AVP, Relationship Manager

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                  as a Lender

                                  By:     /s/ GEORGE R. REYNOLDS
                                          --------------------------------------
                                  Name:   George R. Reynolds
                                  Title:  Vice President

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  THE ROYAL BANK OF SCOTLAND PLC,
                                  as a Lender

                                  By:     /s/ MARIA AMARAL-LEBLANC
                                          --------------------------------------
                                  Name:   Maria Amaral-LeBlanc
                                  Title:  Senior Vice President

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  COMMERZBANK AG, NEW YORK AND GRAND CAYMAN
                                  BRANCHES,
                                  as a Lender

                                  By:     /s/ CHRISTIAN JAGENBERG
                                          --------------------------------------
                                  Name:   Christian Jagenberg
                                  Title:  SVP and Manager

                                  By:     /s/ WERNER SCHMIDBAUER
                                          --------------------------------------
                                  Name:   Werner Schmidbauer
                                  Title:  SVP

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  BANK OF SCOTLAND,
                                  as a Lender

                                  By:     /s/ JOSEPH FRATUS
                                          --------------------------------------
                                  Name:   Joseph Fratus
                                  Title:  First Vice President

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  THE BANK OF NOVA SCOTIA,
                                  as a Lender

                                  By:     /s/ MICHAEL A. MITCHELL
                                          --------------------------------------
                                  Name:   Michael A. Mitchell
                                  Title:  Director

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  SCOTIABANC, INC.,
                                  as a Lender

                                  By:     /s/ WILLIAM E. ZARRETT
                                          --------------------------------------
                                  Name:   William E. Zarrett
                                  Title:  Managing Director

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  SOCIETE GENERALE,
                                  as a Lender

                                  By:     /s/ THOMAS K. DAY
                                          --------------------------------------
                                  Name:   Thomas K. Day
                                  Title:  Managing Director

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  BARCLAYS BANK PLC,
                                  as a Lender

                                  By:     /s/ L. PETER YETMAN
                                          --------------------------------------
                                  Name:   L. Peter Yetman
                                  Title:  Director

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  WACHOVIA BANK, NATIONAL ASSOCIATION,
                                  as a Lender

                                  By:     /s/ DANIEL L. EVANS
                                          --------------------------------------
                                  Name:   Daniel L. Evans
                                  Title:  Managing Director

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  FLEET NATIONAL BANK,
                                  as a Lender

                                  By:     /s/ THOMAS BROWER
                                          --------------------------------------
                                  Name:   Thomas Brower
                                  Title:  Vice President

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  BANK ONE, N.A.,
                                  as a Lender

                                  By:     /s/ KANDIS A. JAFFREY
                                          --------------------------------------
                                  Name:   Kandis A. Jaffrey
                                  Title:  Director

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  THE BANK OF NEW YORK,
                                  as a Lender

                                  By:     /s/ MEHRASA RAYGANI
                                          --------------------------------------
                                  Name:   Mehrasa Raygani
                                  Title:  Vice President

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  KEYBANK NATIONAL ASSOCIATION,
                                  as a Lender

                                  By:     /s/ MICHAEL J. VEGH
                                          --------------------------------------
                                  Name:   Michael J. Vegh
                                  Title:  Portfolio Manager

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  CIBC INC.,
                                  as a Lender

                                  By:     /s/ PAUL J. CHAKMAK
                                          --------------------------------------
                                  Name:   Paul J. Chakmak
                                  Title:  Managing Director
                                          CIBC World Markets Corp.,
                                          AS AGENT

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  BNP PARIBAS,
                                  as a Lender

                                  By:     /s/ JANICE  S. H. HO
                                          --------------------------------------
                                  Name:   Janice S. H. Ho
                                  Title:  Director

                                  By:     /s/ MITCHELL M. OZAWA
                                          --------------------------------------
                                  Name:   Mitchell M. Ozawa
                                  Title:  Managing Director

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  MIZUHO CORPORATE BANK, LIMITED,
                                  as a Lender

                                  By:     /s/ MARK GRONICH
                                          --------------------------------------
                                  Name:   Mark Gronich
                                  Title:  Vice President

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  COMERICA BANK,
                                  as a Lender

                                  By:     /s/ EOIN P. COLLINS
                                          --------------------------------------
                                  Name:   Eoin P. Collins
                                  Title:  Vice President

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  SUMITOMO MITSUI BANKING CORPORATION,
                                  as a Lender

                                  By:     /s/ AL GALLUZZO
                                          --------------------------------------
                                  Name:   Al Galluzzo
                                  Title:  Senior Vice President

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                             THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND,
                             as a Lender

                             By:     /s/ TOM HAYES          /s/ DAVID WALSH
                                     ---------------------  --------------------
                             Name:   Tom Hayes              David Walsh
                             Title:  Authorised Signatory   Authorised Signatory

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  PB CAPITAL CORPORATION,
                                  as a Lender

                                  By:     /s/ MARIA C. LEVY
                                          --------------------------------------
                                  Name:   Maria C. Levy
                                  Title:  Vice President

                                  By:     /s/ STEVEN ALEXANDER
                                          --------------------------------------
                                  Name:   Steven Alexander
                                  Title:  Vice President

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  UFJ BANK LIMITED,
                                  as a Lender

                                  By:     /s/ TOSHIKO BOYD
                                          --------------------------------------
                                  Name:   Toshiko Boyd
                                  Title:  Vice President

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  STANDARD FEDERAL BANK,
                                  as a Lender

                                  By:     /s/ ANNETTE GORDON
                                          --------------------------------------
                                  Name:   Annette Gordon
                                  Title:  First Vice President

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  ALLIED IRISH BANK,
                                  as a Lender

                                  By:     /s/ MARGARET  BRENNAN
                                          --------------------------------------
                                  Name:   Margaret Brennan
                                  Title:  Vice President

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  HSH NORDBANK AG, NEW YORK BRANCH,
                                  as a Lender

                                  By:     /s/ DREW VON GLAHN
                                          --------------------------------------
                                  Name:   Drew von Glahn
                                  Title:  Senior Vice President
                                          Head of Corporate Banking
                                          HSH Nordbank, New York Branch

                                  By:     /s/ AMY CHEN LU
                                          --------------------------------------
                                  Name:   Amy Chen Lu
                                  Title:  Corporate Banking
                                          HSH Nordbank AG, New York Branch

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  ERSTE BANK NEW YORK BRANCH,
                                  as a Lender

                                  By:     /s/ ROBERT J. WAGMAN
                                          --------------------------------------
                                  Name:   Robert J. Wagman
                                  Title:  Vice President
                                          Erste Bank New York Branch

                                  By:     /s/ BRYAN J. LYNCH
                                          --------------------------------------
                                  Name:   Bryan J. Lynch
                                  Title:  First Vice President

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  OAK BROOK BANK,
                                  as a Lender

                                  By:     /s/ GLENN KRIETSCH
                                          --------------------------------------
                                  Name:   Glenn Krietsch
                                  Title:  Executive Vice President

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  BANK OF HAWAII,
                                  as a Lender

                                  By:     /s/ SCOTT NAHME
                                          --------------------------------------
                                  Name:   Scott Nahme
                                  Title:  Vice President

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  BANK OF CHINA, LOS ANGELES BRANCH,
                                  as a Lender

                                  By:     /s/ KARL K. Y. PAN
                                          --------------------------------------
                                  Name:   Karl K. Y. Pan
                                  Title:  FVP and Senior Relationship Manager

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  THE PEOPLES BANK, BILOXI, MISSISSIPPI,
                                  as a Lender

                                  By:     /s/ CHEVIS C. SWETMAN
                                          --------------------------------------
                                  Name:   Chevis C. Swetman
                                  Title:  President

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  TRUSTMARK NATIONAL BANK,
                                  as a Lender

                                  By:     /s/ SARAH B. ADAMS
                                          --------------------------------------
                                  Name:   Sarah B. Adams
                                  Title:  Assistant Vice President

                                                                  Signature Page
                                                                  Loan Agreement

<PAGE>

                                  GENERAL ELECTRIC CAPITAL CORPORATION,
                                  as a Lender

                                  By:     /s/ KARL KIEFFER
                                          --------------------------------------
                                  Name:   Karl Kieffer
                                  Title:  Duly Authorized Signatory

                                                                  Signature Page
                                                                  Loan Agreement