exv10w4










Exhibit 10.4



AMENDMENT NO. 5 AND WAIVER




     This AMENDMENT NO. 5 AND WAIVER, dated as of April 29, 2009 (this “Amendment”), to the
Loan Agreement (as defined below), among MGM MIRAGE, a Delaware corporation (“Borrower”),
MGM Grand Detroit, LLC, a Delaware limited liability company (“Detroit”), the Lenders and
Bank of America, N.A., as administrative agent for the lenders (the “Administrative
Agent”).



WITNESSETH:




     WHEREAS, Borrower, Detroit, as initial Co-Borrower, the Lenders named in the signature pages
thereto, Banc of America Securities LLC and The Royal Bank of Scotland PLC, as Joint Lead
Arrangers, Banc of America Securities LLC, The Royal Bank of Scotland PLC, J.P. Morgan Securities
Inc., Citibank North America, Inc. and Deutsche Bank Securities, Inc., as Joint Book Managers, The
Royal Bank of Scotland PLC, as Syndication Agent, Barclays Bank PLC, BNP Paribas, Citigroup USA
Inc., Commerzbank AG, Deutsche Bank Trust Company Americas, JPMorgan Chase Bank, N.A., Sumitomo
Mitsui Banking Corporation, UBS Securities LLC and Wachovia Bank, National Association, as
Co-Documentation Agents, Bank of Scotland, Merrill Lynch Bank USA and Morgan Stanley Bank, as
Senior Managing Agents, Societe Generale and U.S. Bank National Association, as Managing Agents,
and the Administrative Agent are parties to the Fifth Amended and Restated Loan Agreement, dated as
of October 3, 2006 (as amended, supplemented, amended and restated or otherwise modified from time
to time, the “Loan Agreement”);



     WHEREAS, Borrower, Detroit and the Administrative Agent, on behalf of the Lenders, are parties
to that certain Amendment No. 1 to the Loan Agreement, dated as of September 30, 2008, that certain
Amendment No. 2 and Waiver, dated as of March 16, 2009, that certain Amendment No. 3, dated as of
March 26, 2009, and that certain Amendment No. 4, dated as of April 9, 2009;



     WHEREAS, Borrower has requested that the Loan Agreement be further amended and waived in
certain respects;



     WHEREAS, the Lenders that have consented to this Amendment constitute the Requisite Lenders
under the Loan Agreement;



     NOW, THEREFORE, the parties hereto hereby covenant and agree as follows:



ARTICLE I.

DEFINITIONS




     SECTION 1.1. Certain Definitions. The following terms when used in this Amendment
shall have the following meanings (such meanings to be equally applicable to the singular and
plural forms thereof):



     “Administrative Agent” is defined in the preamble.



     “Amendment” is defined in the preamble.



 









 





     “Borrower” is defined in the preamble.



     “Detroit” is defined in the preamble.



     “Loan Agreement” is defined in the first recital.



     “Fifth Amendment Effective Date” is defined in Article IV.



     SECTION 1.2. Other Definitions. Capitalized terms for which meanings are provided in
the Loan Agreement (as amended hereby) are, unless otherwise defined herein, used in this Amendment
with such meanings.



ARTICLE II.

AMENDMENTS TO LOAN AGREEMENT




     Upon the occurrence of the Fifth Amendment Effective Date, the provisions of the Loan
Agreement referred to below are hereby amended in accordance with this Article II.



     SECTION 2.1. Article 1 of the Loan Agreement is hereby amended as follows:



     SECTION 2.2. Section 1.1 of the Loan Agreement is hereby amended by inserting the following
definitions in the appropriate alphabetical order:




     “‘Additional Revolver Advance’ has the meaning set forth in Section
2.1(a).”




     “‘Amended and Restated Completion Guarantee’ means that certain Amended and
Restated Sponsor Completion Guarantee, dated as of April 29, 2009, executed by Borrower and
Bank of America, N.A. in its capacity as Collateral Agent under the Collateral Agent and
Intercreditor Agreement referred to in the CityCenter Credit Agreement.”




     “‘CityCenter Letter of Credit’ means a Letter of Credit to be issued on or
around April 29, 2009, in the amount of $224,000,000 for the benefit of CityCenter Holdings,
LLC and collaterally assigned to Bank of America, N.A. as collateral agent under the
CityCenter Credit Agreement.”




     “‘Collateral’ means (i) the Detroit Collateral, (ii) certain undeveloped land
owned by Mandalay or its subsidiaries on Las Vegas Boulevard South in Las Vegas, Nevada and
more particularly described on Annex A and (iii) the real and personal property
comprising the hotel and casino in Tunica, Mississippi commonly known as the Gold Strike
Resort and Casino and more particularly described on Annex B.”




     “‘Collateral Documents’ has the meaning set forth in Section 5.9(a).”




     “‘Detroit Collateral’ means all of Detroit’s right, title and interest in, to
and under all personal property and other assets, whether now owned by or owing to, or
hereafter acquired by or arising in favor of Detroit with respect to MGM Grand Detroit Hotel
and Casino.”



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     “‘Detroit Disposition Prepayment Amount’ means such amount set forth in
Schedule A of the Fifth Amendment.




     “‘Detroit Loans’ has the meaning set forth in Section 6.14.”




     “‘Fifth Amendment’ means that certain Amendment No. 5 to this Agreement, dated
as of April 29, 2009, among the Borrower, Detroit, the Lenders and the Administrative
Agent.”




     “‘Fifth Amendment Effective Date’ has the meaning specified in Article
IV of the Fifth Amendment.”




     “‘Harmon Guarantee’ means the obligation of Borrower or any of its Restricted
Subsidiary, as contemplated in the Amended and Restated Limited Liability Company Agreement
of CityCenter Holdings, LLC, to provide, and fund if necessary, completion guarantee with
respect to the Harmon Component (as defined in the CityCenter Credit Agreement), as such
obligation may be subsequently documented under one or more completion guarantee or similar
instruments.




     “‘Initial Detroit Increase’ has the meaning set forth in Section 6.14.”




     “‘Mandalay Collateral’ means the property described in clauses (ii) and (iii)
of the definition of the term “Collateral”.”



     SECTION 2.3. The definition of “Loan Documents” in Section 1.1 of the Loan Agreement is
hereby amended by inserting a reference to “the Collateral Documents,” after the reference therein
to “the Guaranty,”.



     SECTION 2.4. Article 2 of the Loan Agreement is hereby amended as follows:



     SECTION 2.4.1. Section 2.1 is hereby amended by adding the following sentences at the end of
subsection (a) thereof:




“From and after the Second Amendment Effective Date, the consent of Requisite Lenders was
required for the Borrower to utilize amounts in excess of $4,200,000,000 of Revolving
Commitments, and from and after the Fifth Amendment Effective Date, the consent of Requisite
Lenders will be required to utilize amounts in excess of $4,100,000,000 of Revolving
Commitments. Subject to the foregoing, for the avoidance of doubt, upon one or more
requests by Borrower and without the requirement of the consent of the Requisite Lenders,
the Revolving Lenders shall advance to Borrower under the Revolving Commitment (the
“Additional Revolver Advance”) the aggregate amount of any Revolving Loan prepaid by
Borrower on or after the Fifth Amendment Effective Date (except for the prepayment required
pursuant to Section 4.6 of the Fifth Amendment); provided, however, that, upon
issuance of the CityCenter Letter of Credit and as long as such CityCenter Letter of Credit
remains outstanding, the amount of Letter of Credit Usage applicable to the CityCenter
Letter of Credit shall be deemed an Additional Revolver Advance in the amount of such Letter
of Credit Usage; and provided, further, that Borrower shall not apply any
Additional Revolver Advance to



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reduce the outstanding amount of the Detroit Loans. It is further understood and agreed
that from and after the Fifth Amendment Effective Date and until Borrower or its Restricted
Subsidiary Disposes of the Detroit Collateral pursuant to Sections 3.1(h) and
6.9(h), any unutilized Revolving Commitments resulting from Loans repaid by Detroit may
be utilized only by Detroit (and not the Borrower) for Borrowings or Letters of Credit.”



     SECTION 2.4.2. Clause (iii) of the proviso to the second sentence of Section 2.4(a) of the
Loan Agreement is hereby amended and restated in its entirety as follows: “(iii) 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 the lesser of (A) any limit established by Law
after the Closing Date on the relevant Issuing Lender’s ability to issue the requested Letter of
Credit or (B) the sum of (x) $250,000,000 plus (y) Letter of Credit Usage pursuant to the
CityCenter Letter of Credit.”



     SECTION 2.4.3. Section 2.4(a) of the Loan Agreement is hereby amended by deleting the word
“or” before clause “(E)” therein and by adding the following language at the end of such Section:
”, or (F) a default of any Lender’s obligations to fund under Section 2. 4(c) exists,
unless the applicable Issuing Lender has entered into arrangements satisfactory to such Issuing
Lender with Borrower or such Lender to eliminate such Issuing Lender’s risk with respect to such
Lender.”



     SECTION 2.4.4. Section 2.4(g) of the Loan Agreement is hereby amended by (A) deleting the
word “or” before clause “(ii)” therein and by adding, after the reference therein to “if, as of the
Letter of Credit Expiration Date, any L/C Obligation remains Outstanding,” the following language:
“or (iii) if, at any time, any Lender is a Defaulting Lender (but only to the extent of the
unfunded portion of such Defaulting Lender’s share of such L/C Obligation),” and (B) inserting the
following at the end thereof: “The foregoing notwithstanding except to the extent otherwise
provided in clause (iii) above, the outstanding amount of the Letter of Credit Usage with respect
to the CityCenter Letter of Credit shall not be required to be Cash Collateralized as long as (i)
the Letter of Credit Usage applicable to such CityCenter Letter of Credit is deemed an Additional
Revolver Advance for the purposes of Section 2.1(a) and (ii) no Event of Default shall have
occurred and then be continuing.”



     SECTION 2.5. Section 3.1 of the Loan Agreement is hereby amended by adding the following
subsection (h) in the appropriate numerical order:




     “(h) If Borrower or any of its Restricted Subsidiaries Disposes of the Detroit
Collateral (other than such Dispositions of personal or obsolete property in the ordinary
course of business and consistent with historical practice) pursuant to Section 6.9(h),
Borrower and Detroit shall, within five days of the receipt of the proceeds of such
Disposition, prepay the Loans in an amount of not less than Detroit Disposition Prepayment
Amount (with such prepayments of the Loans to be applied first to the Detroit Loans and
thereafter to the Loans of the Borrower). Any amounts so repaid may be reborrowed only with
the prior written consent of Requisite Lenders;”



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     SECTION 2.6. Article 5 of the Loan Agreement by adding the following Section 5.9 in the
appropriate numerical order:




     “5.9 Grant of Security. Borrower shall, at Borrower’s expense:




     (a) by not later than the later to occur of (i) 30 Business Days after the
Fifth Amendment Effective Date and (ii) the date of the receipt of all necessary
regulatory and gaming approvals (which the Borrower shall use its reasonable best
efforts to obtain), cause the applicable Loan Party to duly execute and deliver to
the Administrative Agent deeds of trust, trust deeds, deeds to secure debt,
mortgages, leasehold mortgages, leasehold deeds of trust, first preferred ship
mortgages, security agreements, intellectual property security agreements and other
security and pledge agreements, as specified by and in form and substance reasonably
satisfactory to the Administrative Agent, securing (A) in the case of the Mandalay
Collateral, payment of up to $300,000,000 of the Obligations and (B) in the case of
the Detroit Collateral, all of Detroit’s Obligations under the Loan Documents
(“Collateral Documents”);




     (b) by not later than the later to occur of (i) 30 Business Days after the
Fifth Amendment Effective Date and (ii) the date of the receipt of all necessary
regulatory and gaming approvals, cause the applicable Loan Party to take whatever
action (including the recording of mortgages, the filing of Uniform Commercial Code
financing statements, the giving of notices and the endorsement of notices on title
documents) may be necessary or advisable in the reasonable opinion of the
Administrative Agent to vest in the Administrative Agent (or in any representative
of the Administrative Agent designated by it) valid and subsisting Liens on such
property, enforceable against all third parties;




     (c) concurrently with the execution of the Collateral Documents, Borrower shall
deliver to the Administrative Agent legal opinions and use commercially reasonable
efforts to obtain and deliver issuances of 2006 ALTA lender’s title insurance
policies as may be necessary or advisable in the reasonable opinion of the
Administrative Agent, each in form and substance reasonably satisfactory to the
Administrative Agent; and




     (d) from time to time, as promptly as possible upon the request of the
Administrative Agent in its reasonable discretion, deliver to the Administrative
Agent with respect to that portion of the Collateral comprised of real property
title reports, surveys and engineering, soils and other reports, and environmental
assessment reports, each in scope, form and substance satisfactory to the
Administrative Agent.”



     SECTION 2.7. Article 6 of the Loan Agreement is hereby amended as follows:



     SECTION 2.7.1. Section 6.4 of the Loan Agreement is hereby amended by deleting the word “and”
following subsection (h), by re-lettering the existing subsection (i) as subsection (j) and by
inserting the following as the new subsection (i):



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     “(i) Liens on certain assets and properties of Restricted Subsidiaries of the Borrower
located in Las Vegas, Nevada and more particularly described on Annex C, securing Guaranty
Obligations permitted by Section 6.7(g)(i); and”



     SECTION 2.7.2. Section 6.7 of the Loan Agreement is hereby amended by deleting the word “and”
following subsection (f), by re-lettering the existing subsection (g) as subsection (h) and by
inserting the following as the new subsection (g):




     “(g) Guaranty Obligations of Borrower pursuant (i) to the Amended and Restated Sponsor
Completion Guarantee and (ii) Harmon Guarantee; and”



     SECTION 2.7.3. Section 6.8(h) of the Loan Agreement is hereby amended and restated in its
entirety as follows:




     “(h) from and after the Fifth Amendment Effective Date, Borrower may make Investments
into CityCenter Holdings resulting from (i) the issuance of the CityCenter Letter of Credit
and (ii) any draws against such CityCenter Letter of Credit so long as (i) after giving
effect to the Fifth Amendment, no Default or Event of Default shall have occurred and be
continuing at the time of issuance of the CityCenter Letter of Credit, and (ii) no
acceleration of the obligations under the CityCenter Credit Agreement shall have occurred at
the time of the issuance of the CityCenter Letter of Credit;”



     SECTION 2.7.4. Section 6.8 of the Loan Agreement is hereby amended by re-lettering the
existing subsection (i) as subsection (j), by replacing the reference therein to “$25,000,000” with
“$40,000,000” and by inserting the following as the new subsection (i):




     “(i) Investments required pursuant to the Amended and Restated Completion Guarantee and
the Harmon Guarantee; and”



     SECTION 2.7.5. Section 6.9 of the Loan Agreement is hereby amended by replacing the period at
the end of subsection (g) thereof with a semicolon followed by the word “and” and by adding a new
subsection (h) as follows:




     “(h) the Borrower may Dispose of the Detroit Collateral so long as (i) concurrently
therewith, the Loans are prepaid as provided in Section 3.1(h) or (ii) such Disposition is
of personal or obsolete property in the ordinary course of business and consistent with
historical practice.”



     SECTION 2.7.6. Section 6.11 of the Loan Agreement is hereby amended by deleting the word
“and” from after subsection (b) thereof, by replacing the reference in subsection (c) thereof to
“Section 6.7(g)” with a reference to “Section 6.7(h)”, by adding the word “and” and
a semicolon after subsection (c) thereof and by adding a new subsection (d) as follows:




     “(d) from April 30, 2009 through June 30, 2009, the utilization of up to an aggregate
of $100,000,000 of cash or common stock of the Borrower to prepay, repurchase or redeem (in
each case, at a discount to the face value thereof) and retire public Indebtedness of the
Borrower or a Restricted Subsidiary.”



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     SECTION 2.8. The following new Section 6.14 is hereby added to the Loan Agreement in the
appropriate numerical order:




     “6.14 Loans to Detroit. Within 30 days after the Fifth Amendment Effective
Date, Detroit shall be the obligor under Loans (the “Detroit Loans”) in a principal
amount of not less than $450,000,000 (the “Initial Detroit Loan Increase”). Following the
Initial Detroit Loan Increase, the Borrower shall use its reasonable best efforts to cause
the aggregate principal amount of such Detroit Loans to not be less than $500,000,000. In
no case may any Obligation of Detroit under the Detroit Loans be permitted to be transferred
to any other Loan Party; provided, that Detroit shall be permitted to prepay the
Detroit Loans pursuant to Section 3.1(h) at any time.”



     SECTION 2.9. Article 7 of the Loan Agreement is hereby amended as follows:



     SECTION 2.9.1. Section 7.1(a) of the Loan Agreement is hereby amended by deleting the
following proviso in its entirety at the end thereof: “provided, however, that, with respect to
the Fiscal Quarter ending March 31, 2009, such financial information shall be provided on or before
May 15, 2009.”



     SECTION 2.9.2. Section 7.1(k) of the Loan Agreement is hereby amended by deleting the phrase
“40 days after the end of each calendar month” and replacing it with the phrase “45 days after the
end of each calendar month”.



     SECTION 2.10. Article 8 of the Loan Agreement is hereby amended as follows:



     SECTION 2.10.1. Section 8.2(d) of the Loan Agreement is hereby amended by changing the word
“amount” therein to read “amounts”, by replacing the reference to “Section 4.6 of the Second
Amendment” a reference to “Section 3.1(h) hereof, Section 4.6 of the Second Amendment and
Section 4.6 of the Fifth Amendment”.



     SECTION 2.10.2. Section 8.3 of the Loan Agreement is hereby amended by replacing the word
“and” before clause “(b)” therein with a comma and by adding the following language at the end
thereof: “, and (c) solely in the case of the CityCenter Letter of Credit, Borrower shall have
repaid the Revolving Loans pursuant to Section 3.1(f) in an amount of not less than
$224,000,000.”



     SECTION 2.11. Article 9 of the Loan Agreement is hereby amended as follows:



     SECTION 2.11.1. Section 9.1(c) of the Loan Agreement is hereby amended and restated in its
entirety as follows:




     “(c) Borrower or the Co-Borrowers fail to comply with any of the covenants contained in
Section 5.9 or in Article 6, other than the covenant contained in
Section 6.3; or”



     SECTION 2.11.2. Section 9.1 of the Loan Agreement is hereby amended by replacing the period
at the end of subsection (l) with a semicolon followed by the word “or” and by inserting the
following as the new subsection (m):



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     “(m) Any Collateral Document after delivery thereof shall for any reason (other than
pursuant to the terms thereof ) cease to create a valid and perfected first priority Lien
(subject to Liens permitted by Section 6.4 or any other Liens reasonably acceptable
to the Administrative Agent, or pursuant to the terms of such Collateral Document) on the
Collateral purported to be covered thereby.”



     SECTION 2.12. Article 10 of the Loan Agreement is hereby amended as follows:



     SECTION 2.12.1. Section 10.1 of the Loan Agreement is hereby amended by adding a new
subsection (c) thereof as follows:




     “(c) The Administrative Agent shall also act as the “collateral agent” under
the Loan Documents, and each of the Lenders and the Issuing Lenders hereby irrevocably
appoints and authorizes the Administrative Agent to act as the agent of such Lender and
Issuing Lender for purposes of acquiring, holding and enforcing any and all Liens on
Collateral granted by any of the Loan Parties to secure any of the Obligations, together
with such powers and discretion as are reasonably incidental thereto. In this connection,
the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and
attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.2 for
purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted
under the Collateral Documents, or for exercising any rights and remedies thereunder at the
direction of the Administrative Agent), shall be entitled to the benefits of all provisions
of this Article 10 and Article 11 (including Section 10.7, as though
such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan
Documents) as if set forth in full herein with respect thereto.



     SECTION 2.12.2. Article 10 of the Loan Agreement is hereby amended by adding a new Section
10.13 thereof in the appropriate numerical order as follows:




     “10.13 Collateral Matters. The Lenders and the Issuing Lenders irrevocably
authorize the Administrative Agent, at its option and in its discretion,




     (a) to release any Lien on any property granted to or held by the
Administrative Agent under any Loan Document (i) upon termination of the Commitments
and payment in full of all Obligations (other than contingent indemnification
obligations) and the expiration or termination of all Letters of Credit, (ii) that
is sold or to be sold as part of or in connection with any sale permitted hereunder
or under any other Loan Document, (iii) with respect to the Detroit Collateral, in
connection with any Disposition of the Detroit Collateral made pursuant to
Section 6.9(h) or (iv) with the authorization of the Requisite Lenders; and




     (b) to subordinate any Lien on any property granted to or held by the
Administrative Agent under any Loan Document to the holder of any Lien on such
property that is permitted by Section 6.4(e).




Upon request by the Administrative Agent at any time, the Requisite Lenders will confirm in
writing the Administrative Agent’s authority to release or subordinate its



8









 







interest in particular types or items of property pursuant to this Section 10.13.
In each case as specified in this Section 10.13, the Administrative Agent will, at
the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as
such Loan Party may reasonably request to evidence the release of such item of Collateral
from the assignment and security interest granted under the Collateral Documents or to
subordinate its interest in such item, in each case in accordance with the terms of the Loan
Documents and this Section 10.13.



     SECTION 2.13. Annex A, Annex B and Annex C hereto are hereby added as
Annex A, Annex B and Annex C to the Loan Agreement, respectively.



ARTICLE III.

WAIVERS OF LOAN AGREEMENT




     SECTION 3.1. Waiver through June 30, 2009. Upon the occurrence of the Fifth
Amendment Effective Date, (i) the requirements of Section 7.1(c) of the Loan Agreement, but solely
with respect to the Specified Alleged Breach (as defined in the Second Amendment), and (ii) the
requirements of Sections 6.5 and 6.6 of the Loan Agreement, but solely with respect to the Fiscal
Quarter ended March 31, 2009, are hereby waived, but only for and through the period ending on
June 30, 2009, (such that, by way of clarification, no Default or Event of Default shall be deemed
to arise with respect to the requirements of Sections 6.5 and 6.6 of the Loan Agreement, solely
with respect to the Fiscal Quarter ended March 31, 2009, during such period), upon which date such
waivers shall expire (and, with respect to the Specified Alleged Breach, the notice and time
periods set forth in Section 9.1(d) of the Loan Agreement shall be deemed to have been given and
lapsed) without the further action of any party; provided that Borrower reserves its right to
contend that the Specified Alleged Breach does not constitute a Default or Event of Default. By
way of clarification, if there has been a violation of the requirements of Sections 6.5 and 6.6 of
the Loan Agreement for the Fiscal Quarter ending on March 31, 2009, the Event of Default or Events
of Default with respect to which shall be deemed to have arisen on July 1, 2009.



     SECTION 3.2. Continued Compliance Certificate Calculations. Consistent with the
limited duration of the waivers granted or that may be granted pursuant to the provisions of this
Article III, the Borrower will continue to calculate all financial covenants in its Compliance
Certificates.



     SECTION 3.3. Amendments to Loan Agreement. Without limiting the generality of the
other provisions of this Amendment, the amendments to the Loan Agreement set forth in Article II
hereof shall survive the termination of the waiver pursuant to Section 3.1 hereof.



ARTICLE IV.

CONDITIONS TO EFFECTIVENESS




     The amendments set forth in Article II and the waivers set forth in Article
III shall become effective on the date (the “Fifth Amendment Effective Date”) when all
of the conditions set forth in this Article IV have been completed to the satisfaction of
the Administrative Agent.



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     SECTION 4.1. The Administrative Agent shall have received counterparts hereof executed on
behalf of Borrower, Detroit, and the Administrative Agent.



     SECTION 4.2. Administrative Agent shall have received a written consent hereto from
Borrower’s Restricted Subsidiaries in the form of Exhibit A hereto.



     SECTION 4.3. The Administrative Agent shall have received written consent of the Requisite
Lenders through their execution of consents substantially in the form of Exhibit B hereto.



     SECTION 4.4. The Administrative Agent shall have received, with respect to all Collateral,
the most recent surveys in the possession of the Borrower and its Subsidiaries for the real
property included in such Collateral.



     SECTION 4.5. The Administrative Agent shall have received, for the account of each Lender, a
non-refundable fee in the amount of 0.10% (10 bps) of the aggregate amount of each such Lender’s
funded and unfunded Commitment.



     SECTION 4.6. Borrower shall have prepaid the Revolving Loans pursuant to Section 3.1(f) of
the Loan Agreement in an amount of not less than $100,000,000.



     SECTION 4.7. While leaving Mayer Brown’s and FTI’s existing retainers intact, Borrower shall
have reimbursed the Administrative Agent for the reasonable fees and expenses of Mayer Brown and
FTI for the period through the Fifth Amendment Effective Date.



     SECTION 4.8. The Administrative Agent shall have received confirmation, to its reasonable
satisfaction, that the Required Lenders under the CityCenter Credit Agreement shall have executed
and delivered an amendment of such CityCenter Credit Agreement in form and substance satisfactory
to the Administrative Agent.



ARTICLE V.

RETENTION OF RIGHTS, ETC.




     SECTION 5.1. Limitation to its Terms. This Amendment strictly shall be limited to
its terms.



     SECTION 5.2. Retention of Rights. Without limiting the generality of Section 5.1,
except as specifically set forth in Article III hereof, neither the execution, delivery nor
effectiveness of this Amendment shall operate as a waiver of (or forbearance with respect to) any
present or future Default or Event of Default or as a waiver of (or forbearance with respect to)
the ability of the Administrative Agent or the other Lenders to exercise any right, power, and/or
remedy, whether under any Loan Document and/or under any applicable law, in connection therewith.
As provided in Section 11.1 of the Loan Agreement, no failure on the part of any Lender or any
Agent to exercise, and no delay in exercising, any right under the Loan Agreement shall operate as
a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or
further exercise thereof or the exercise of any other right.



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     SECTION 5.3. Full Force and Effect; Limited Waiver. Without limiting the generality
of Section 5.1, except as expressly amended hereby, all of the representations, warranties, terms,
covenants, conditions and other provisions of the Loan Agreement shall remain unchanged and shall
continue to be, and shall remain, in full force and effect in accordance with their respective
terms. Without limiting the generality of Section 5.1, the amendments and waivers set forth herein
shall be limited precisely as provided for herein to the provision expressly amended herein and
shall not be deemed to be amendments to, waivers of, consents to or modifications of any other term
or provision of the Loan Agreement or of any transaction or further or future action on the part of
Borrower which would require the consent of the Lenders under the Loan Agreement.



ARTICLE VI.

MISCELLANEOUS




     SECTION 6.1. Representations and Warranties. Borrower represents and warrants the
following:



          (a) after giving effect to this Amendment, no Default or Event of Default is continuing;



          (b) after giving effect to this Amendment, the representations and warranties contained in
Article 4 of the Loan Agreement are true and correct on and as of the Fifth Amendment Effective
Date as though made on that date (or, if stated to have been made as of an earlier date, was true
and correct as of such earlier date); and



          (c) this Amendment has been duly authorized by Borrower and Detroit, there is no action
pending or any order, judgment, or decree in effect that is likely to restrain, prevent, or impose
materially adverse conditions upon the performance by Borrower, Detroit, or any of Borrower’s
Subsidiaries under the Loan Agreement or any of the other Loan Documents, and this Amendment
constitutes the valid, binding and enforceable obligation of Borrower and Detroit 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; and



          (d) The execution, delivery and performance by each of Borrower and Detroit of this Amendment
do not and will not conflict with, or constitute a violation or breach of, or result in the
imposition of any Lien upon the property of Borrower, Detroit, or any other of Borrower’s
Subsidiaries, by reason of the terms of (i) any contract, mortgage, lease, agreement, indenture, or
instrument to which Borrower, Detroit, or any of Borrower’s Subsidiaries is a party or which is
binding upon it, (ii) any requirement of law applicable to any Borrower, Detroit, or any of
Borrower’s Subsidiaries, or (iii) the certificate or articles of incorporation or by-laws or the
limited liability company or limited partnership agreement, or analogous organizational document,
of any Borrower, Detroit, or any of Borrower’s Subsidiaries.



     SECTION 6.2. Loan Document. This Amendment is a Loan Document and shall (unless
otherwise expressly indicated herein) be construed, administered and applied in accordance with all
of the terms and provisions of the Loan Agreement, including Article 1 thereof.



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     SECTION 6.3. Reaffirmation of Obligations. Each of Borrower and Detroit hereby
acknowledges that the Loan Documents (as amended by this Amendment) and the Obligations constitute
the valid and binding Obligations of Borrower and Detroit enforceable against Borrower and Detroit
in accordance with their respective terms, and each of Borrower and Detroit hereby reaffirms its
Obligations under the Loan Documents (as amended by this Amendment) (and, as to Detroit, its
liability is limited to that portion of the Obligations which are actually borrowed or received by
Detroit). Administrative Agent’s and any Lender’s entry into this Agreement or any of the
documents referenced herein, Administrative Agent’s and any Lender’s negotiations with any party
with respect to any Loan Document, Administrative Agent’s and any Lender’s acceptance of any
payment from Borrower, Detroit, any Guarantor or any other party of any payments made to
Administrative Agent or any Lender prior to the date hereof, or any other action or failure to act
on the part of Administrative Agent or any Lender shall not constitute (a) a modification of any
Loan Document (except to the extent of the specific amendments and waivers contained herein), or
(b) except for as set forth herein, a waiver of any Default or Event of Default under the Loan
Documents, or a waiver of any term or provision of any Loan Document.



     SECTION 6.4. Estoppel. To induce the Administrative Agent and Lenders to enter into
this Agreement and to induce the Administrative Agent and Lenders to continue to make advances to
Borrowers under the Credit Agreement, each Borrower and each Guarantor hereby acknowledges and
agrees that, other than the Specified Alleged Breach (as defined in the Second Amendment), if such
Specified Alleged Breach constitutes a Default, and breaches of Sections 6.5 and 6.6 of the Loan
Agreement, as of the date hereof, there exists no Default or Event of Default and no right of
offset, defense, counterclaim or objection in favor of Borrower, Detroit or any Guarantor as
against the Administrative Agent or any Lender with respect to the Obligations.



     SECTION 6.5. Successors and Assigns. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and to the Loan Agreement and their respective successors and
permitted assigns.



     SECTION 6.6. Execution in Counterparts. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be an original and all of which shall
constitute together but one and the same agreement.



     SECTION 6.7. Integration. This Amendment represents the agreement of Borrower,
Detroit, the Administrative Agent and each of the Lenders (through the Requisite Lenders’
consenting hereto) with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties relative to the subject matter hereof not expressly set
forth or referred to herein or in the other Loan Documents.



     SECTION 6.8. Governing Law and Waiver of Jury Trial. The terms of Sections 11.17
(Governing Law) and 11.28 (Jury Trial Waiver) of the Loan Agreement are incorporated herein as
though set forth in full.



     SECTION 6.9: Compliance Certificate. In the event that the Fifth Amendment Effective
Date occurs, the form of Compliance Certificate for the Fiscal Quarter ended March 31, 2009



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may qualify the Material Adverse Effect representation by reference to general economic
conditions.



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     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the
date first above written.



	 	 	 	 	 
	 	MGM MIRAGE,

a Delaware corporation

 	 
	 	By:  	/s/ John M. McManus
 	 
	 	 	Name:  	John M. McManus 	 
	 	 	Title:  	Senior Vice President, Asst. General Counsel &
Asst. Secretary 	 
	 
	 	MGM GRAND DETROIT, LLC,

a Delaware limited liability company

 	 
	 	By:  	MGM Grand Detroit, Inc.,
 	 
	 	 	Managing Member 	 
	 	 	 
	 	By:  	                                                 /s/ John M. McManus
 	 
	 	 	Name:  	John M. McManus 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	BANK OF AMERICA, N.A.,

as Administrative Agent

 	 
	 	By:  	/s/ John W. Woodiel III
 	 
	 	 	Name:  	John W. Woodiel III 	 
	 	 	Title:  	Senior Vice President 	 
	 




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