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EXHIBIT 10.3    
  


EXECUTION DRAFT—APRIL 4, 2002  


 
 

SECOND AMENDED AND RESTATED 364-DAY LOAN AGREEMENT
  
    Dated as of April 5, 2002
  
    among
  
    MGM MIRAGE,
  as Borrower
  
    MGM GRAND ATLANTIC CITY, INC.
  and
  MGM
GRAND DETROIT, LLC
  as Co-Borrowers    



 
 

The Banks, Syndication Agent, Documentation Agents,
  
    Co-Documentation Agents, Co-Agents and Managing Agents herein named
  
    and
  
    BANK OF AMERICA, N.A.
  as Administrative Agent
  

BANC OF AMERICA SECURITIES LLC
  Lead Arranger and Sole Book Manager    









  



 
 

TABLE OF CONTENTS    
  



	 
	 	 
	 	Page

	Article 1.	 	DEFINITIONS AND ACCOUNTING TERMS	 	1
	 	1.1	 	Defined Terms	 	1
	 	1.2	 	Use of Defined Terms	 	22
	 	1.3	 	Accounting Terms—Fiscal Periods	 	22
	 	1.4	 	Rounding	 	23
	 	1.5	 	Exhibits and Schedules	 	23
	 	1.6	 	Miscellaneous Terms	 	23
	

Article 2.	
 	

LOANS	
 	

23
	 	2.1	 	Loans—General	 	23
	 	2.2	 	Base Rate Loans	 	24
	 	2.3	 	Eurodollar Rate Loans	 	25
	 	2.4	 	[Reserved]	 	25
	 	2.5	 	[Reserved]	 	25
	 	2.6	 	[Reserved]	 	25
	 	2.7	 	Co-Borrowers	 	25
	 	2.8	 	Voluntary Reduction of Commitment	 	25
	 	2.9	 	Optional Termination of Commitment	 	26
	 	2.10	 	Extension of Maturity Date	 	26
	 	2.11	 	Administrative Agent's Right to Assume Funds Available for Advances	 	26
	 	2.12	 	Release and Reattachment of Collateral	 	27
	 	2.13	 	Senior Indebtedness	 	28
	 	2.14	 	Optional Increases to the Commitment	 	28
	

Article 3.	
 	

PAYMENTS AND FEES	
 	

29
	 	3.1	 	Principal and Interest	 	29
	 	3.2	 	Lead Arranger's Fees	 	30
	 	3.3	 	Upfront Fees	 	31
	 	3.4	 	Facility Fees	 	31
	 	3.5	 	Agency Fees	 	31
	 	3.6	 	Increased Commitment Costs	 	31
	 	3.7	 	Eurodollar Costs and Related Matters	 	32
	 	3.8	 	Late Payments	 	34
	 	3.9	 	Computation of Interest and Fees	 	35
	 	3.10	 	Non-Banking Days	 	35
	 	3.11	 	Manner and Treatment of Payments	 	35
	 	3.12	 	Funding Sources	 	36
	 	3.13	 	Failure to Charge Not Subsequent Waiver	 	36
	 	3.14	 	Administrative Agent's Right to Assume Payments Will be Made by Borrower and the Co-Borrowers	 	36
	 	3.15	 	Fee Determination Detail	 	37
	 	3.16	 	Survivability	 	37
	

Article 4.	
 	

REPRESENTATIONS AND WARRANTIES	
 	

37
	 	4.1	 	Existence and Qualification; Power; Compliance With Laws	 	37
	 	4.2	 	Authority; Compliance With Other Agreements and Instruments and Government Regulations	 	37
	 	4.3	 	No Governmental Approvals Required	 	38
	 	4.4	 	Subsidiaries	 	38



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	 	4.5	 	Financial Statements	 	38
	 	4.6	 	No Other Liabilities; No Material Adverse Changes	 	38
	 	4.7	 	Title to Property	 	39
	 	4.8	 	Intangible Assets	 	39
	 	4.9	 	Public Utility Holding Company Act	 	39
	 	4.10	 	Litigation	 	39
	 	4.11	 	Binding Obligations	 	39
	 	4.12	 	No Default	 	39
	 	4.13	 	ERISA	 	39
	 	4.14	 	Regulations T, U and X; Investment Company Act	 	40
	 	4.15	 	Disclosure	 	40
	 	4.16	 	Tax Liability	 	40
	 	4.17	 	Projections	 	40
	 	4.18	 	Hazardous Materials	 	40
	 	4.19	 	No Default Under Existing Loan Agreement	 	41
	 	4.20	 	Liens and Security Interests Under Existing Loan Agreement	 	41
	

Article 5.	
 	

AFFIRMATIVE COVENANTS (OTHER THAN INFORMATION AND REPORTING REQUIREMENTS)	
 	

41
	 	5.1	 	Preservation of Existence	 	41
	 	5.2	 	Maintenance of Properties	 	41
	 	5.3	 	Maintenance of Insurance	 	41
	 	5.4	 	Compliance With Laws	 	41
	 	5.5	 	Inspection Rights	 	41
	 	5.6	 	Keeping of Records and Books of Account	 	42
	 	5.7	 	Use of Proceeds	 	42
	 	5.8	 	New Restricted Subsidiaries	 	42
	 	5.9	 	Hazardous Materials Laws	 	42
	

Article 6.	
 	

NEGATIVE COVENANTS	
 	

43
	 	6.1	 	Payment of Subordinated Obligations	 	43
	 	6.2	 	Disposition of Property	 	43
	 	6.3	 	Mergers	 	43
	 	6.4	 	Hostile Acquisitions	 	43
	 	6.5	 	ERISA	 	43
	 	6.6	 	Change in Nature of Business	 	44
	 	6.7	 	Liens and Negative Pledges	 	44
	 	6.8	 	Leverage Ratio	 	45
	 	6.9	 	Interest Charge Coverage Ratio	 	45
	 	6.10	 	Certain Covenants Contingent Upon Leverage Ratio	 	45
	 	6.11	 	Investments in the Insurance Subsidiary	 	46
	

Article 7.	
 	

INFORMATION AND REPORTING REQUIREMENTS	
 	

46
	 	7.1	 	Financial and Business Information	 	46
	 	7.2	 	Compliance Certificates	 	48
	

Article 8.	
 	

CONDITIONS	
 	

49
	 	8.1	 	Initial Advances on the Closing Date	 	49
	 	8.2	 	Any Increasing Advance	 	50
	

Article 9.	
 	

EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT	
 	

51
	 	9.1	 	Events of Default	 	51



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	 	9.2	 	Remedies Upon Event of Default	 	52
	

Article 10.	
 	

THE ADMINISTRATIVE AGENT	
 	

54
	 	10.1	 	Appointment and Authorization	 	54
	 	10.2	 	Administrative Agent and Affiliates	 	54
	 	10.3	 	Proportionate Interest in any Collateral	 	54
	 	10.4	 	Banks' Credit Decisions	 	55
	 	10.5	 	Action by Administrative Agent	 	55
	 	10.6	 	Liability of Administrative Agent	 	55
	 	10.7	 	Indemnification	 	56
	 	10.8	 	Successor Administrative Agent	 	57
	 	10.9	 	Foreclosure on Collateral	 	57
	 	10.10	 	Intercreditor Arrangements; Attornment Agreements	 	57
	 	10.11	 	No Obligations of Borrower and the Co-Borrowers	 	58
	

Article 11.	
 	

MISCELLANEOUS	
 	

58
	 	11.1	 	Cumulative Remedies; No Waiver	 	58
	 	11.2	 	Amendments; Consents	 	58
	 	11.3	 	Costs, Expenses and Taxes	 	59
	 	11.4	 	Nature of Banks' Obligations	 	60
	 	11.5	 	Survival of Representations and Warranties	 	60
	 	11.6	 	Notices	 	60
	 	11.7	 	Execution of Loan Documents	 	60
	 	11.8	 	Binding Effect; Assignment	 	61
	 	11.9	 	Right of Setoff	 	63
	 	11.10	 	Sharing of Setoffs	 	63
	 	11.11	 	Indemnity by Borrower and the Co-Borrowers	 	64
	 	11.12	 	Nonliability of the Banks	 	65
	 	11.13	 	No Third Parties Benefitted	 	66
	 	11.14	 	Confidentiality	 	66
	 	11.15	 	Further Assurances	 	66
	 	11.16	 	Integration	 	66
	 	11.17	 	Governing Law	 	66
	 	11.18	 	Severability of Provisions	 	66
	 	11.19	 	Headings	 	67
	 	11.20	 	Time of the Essence	 	67
	 	11.21	 	Foreign Banks and Participants	 	67
	 	11.22	 	Hazardous Material Indemnity	 	67
	 	11.23	 	Gaming Boards	 	68
	 	11.24	 	Lien Releases	 	68
	 	11.25	 	Termination; Release of Liens	 	68
	 	11.26	 	Removal of a Bank	 	69
	 	11.27	 	Joint and Several	 	69
	 	11.28	 	Non-Involvement of Tracinda	 	69
	 	11.29	 	Pledged Stock	 	69
	 	11.30	 	Waiver of Right to Trial by Jury	 	70
	 	11.31	 	Purported Oral Amendments	 	70
	
Exhibits	
 	

 
	

A—Assignment Agreement	
 	

 



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	B—Assumption Agreement	 	 
	C—Compliance Certificate	 	 
	D—Intercreditor Agreement	 	 
	E—Note	 	 
	F—Pricing Certificate	 	 
	G—Request for Loan	 	 
	H—Joint Borrower Provisions	 	 
	
Schedules	
 	

 
	

4.3      Governmental Approvals	
 	

 
	4.4      Subsidiaries	 	 
	4.7      Existing Liens and Negative Pledges	 	 
	4.18    Environmental Matters



	 	 




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SECOND AMENDED AND RESTATED 364-DAY LOAN AGREEMENT
  
    Dated as of April 5, 2002    



        This
Second Amended and Restated 364-Day Loan Agreement ("Agreement") is entered into by and among MGM MIRAGE, a Delaware corporation ("Borrower"), MGM Grand Atlantic
City, Inc., a New Jersey corporation ("Atlantic City") and MGM Grand Detroit, LLC, a Delaware limited liability company ("Detroit"), as initial Co-Borrowers, 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 "Banks" and individually, a "Bank"), Deutsche Bank Trust Company Americas, as Syndication Agent,
Commerzbank AG, New York and Grand Cayman Branches and Citibank, N.A., as Documentation Agents, Barclays Bank PLC, JPMorgan Chase Bank, The Bank of Nova Scotia, Wachovia Bank National Association and
Wells Fargo Bank, N.A., as Co-Documentation Agents, CIBC Inc. and Societe Generale, as Co-Agents, Comerica Bank and Fleet National Bank, as Managing Agents, and Bank of
America, N.A., as Administrative Agent with reference to the following facts: 


        A.    Borrower,
Atlantic City and Detroit have heretofore entered into an Amended and Restated 364-Day Loan Agreement dated as of April 6, 2001 (as
heretofore amended, the "Existing Loan Agreement"), which provided for a $800,000,000 credit facility which matures as of the date hereof. 


        B.    Borrower,
Atlantic City and Detroit wish to extend the term of the Existing Loan Agreement for an additional 364 day period providing for credit facilities
initially in the principal amount of $600,000,000 (but subject to increase to an amount not in excess of $1,000,000,000 as set forth in Section 2.14), and to amend and restate the Existing Loan
Agreement in its entirety as set forth herein. 


        C.    Certain
of the Banks party to the Existing Loan Agreement have elected not to renew their lending commitment to Borrower, Atlantic City and Detroit thereunder, and
certain new Banks shall become party hereto concurrently herewith. Those Banks executing this Agreement are the Banks party hereto as of the date hereof. 



        In
consideration of the mutual covenants and agreements herein contained, Borrower, Atlantic City, Detroit, each Co-Borrower which hereafter becomes a Party hereto pursuant
to Section 2.7, and each of the Creditors, 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: 



        "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. 


        "Acquisition Cost Ratio" means, in respect of each Acquisition made or committed to be made by Borrower or any of its Restricted
Subsidiaries during a Restricted Period, the ratio of (a) the aggregate consideration payable in respect of such Acquisition (other than Common Stock)



1





 




 including consideration consisting of any assumption of Indebtedness, to (b) Target EBITDA for that Acquisition. 



        "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 the signature pages of this Agreement, or such
other address as the Administrative Agent hereafter may designate by written notice to Borrower and the Banks. 


        "Advance" means any advance made or to be made by any Bank to Borrower or any Co-Borrower as provided in Article 2. 



        "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. 


        "Agreement" means this Amended and Restated 364-Day Loan Agreement, either as originally executed, or as it may from time to
time be supplemented, modified, amended, restated or extended. 


        "Assignment Agreement" 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. 


        "Australia Companies" means, collectively, (a) MGM Grand Diamond, Inc., a Nevada corporation, (b) its wholly owned
Subsidiary, MGM Grand Australia Pty., Ltd., a corporation organized under the laws of the Northern Territory of Australia, and (c) each Subsidiary of MGM Grand Australia
Pty., Ltd., their successors and permitted assigns. 


        "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. 


        "Bank" 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 Bank). 


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


        "Banking Day" means any Monday, Tuesday, Wednesday, Thursday or Friday, other than a day
on which banks are authorized or required to be closed in California, Nevada or New York. 



2





 




        "Base Rate" means, as of any date of determination, the rate per annum (rounded upwards to the next 1/100 of 1%) equal to
the higher of (a) the Prime Rate in effect on such date and (b) the Federal Funds Rate in effect on such date plus 1/2 of
1% (50 basis points). 


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


        "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, as of each date of determination, the rate set forth below (expressed in basis points) opposite the Pricing
Level then in effect: 



	Pricing Level
	 	Base Rate Margin
	 
	I	 	0.0	 
	II	 	0.0	 
	III	 	10.0	 
	IV	 	42.5	 
	V	 	62.5	;






provided that, during each Pricing Period which begins immediately following the last day of a Fiscal Quarter upon which the Leverage Ratio exceeds
6.25:1.00, the interest rate margins set forth above shall be increased by 10.0 basis points above the interest rate margins otherwise applicable during such Pricing Period. 


        "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. 


        "Capital Expenditure" means any expenditure for or related to fixed assets or purchased intangibles that is treated as a capital
expenditure under Generally Accepted Accounting Principles, 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
Generally Accepted Accounting Principles, 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 Generally Accepted Accounting Principles, 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 




3





 






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 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 Bank 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, (a) Borrower Group EBITDA for that period, plus  (b) Other Available EBITDA for that period.



        "Cash Interest Charges" means, for any Person and for any period, that portion of Interest Charges of that Person which are paid or
currently payable in Cash during that period excluding intercompany accounts. 



4





 




        "Certificate of a Responsible Official" means a certificate signed by a Responsible Official of the Person providing the certificate. 



        "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 Banking 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-Agents" means, collectively, CIBC Inc and Societe Generale. The position of the Co-Agents is titular in
nature, and the Co-Agents shall have no additional rights or duties over those of a Bank hereunder. 


        "Co-Borrowers" means, collectively, Atlantic City, 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" means, collectively, Barclays Bank PLC, JPMorgan Chase Bank, The Bank of Nova Scotia, Wachovia Bank,
National Association and Wells Fargo Bank, N.A. The position of the Co-Documentation Agents is titular in nature, and the Co-Documentation Agents shall have no additional
rights or duties over those of a Bank hereunder. 


        "Collateral Agent" has the meaning set forth in the Intercreditor Agreement. 


        "Collateral Documents" has the meaning set forth in the Intercreditor Agreement. 



        "Collateral Event" means the occurrence following a Collateral Release of (a) any reduction in the credit rating assigned by S&P to
any MGM Senior Notes (or, if S&P does not rate the MGM Senior Notes, its corporate rating of Borrower) to an unsecured credit rating which is below BBB- or  (b) any reduction in the credit
rating assigned by Moody's to any MGM Senior Notes (or, if Moody's does not rate the MGM Senior Notes, its corporate rating of Borrower)
to an unsecured credit rating which is below Baa3, in either case to the extent that the same requires the granting of any Lien to the trustees for or holders of any MGM Senior Notes in any Property
of Borrower or any of its Subsidiaries. 


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


        "Commitment" means, subject to any decrease in the amount thereof pursuant to Sections 2.8, 2.9 or 11.26, or any increase thereto pursuant
to Section 2.14, $600,000,000. 


        "Common Stock" means Borrower's common stock having ordinary voting power. 



5





 




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


        "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, each Bank and, where the context requires, any one or more of them. 


        "Debt Rating" means, as of any date of determination, the credit ratings assigned by Moody's and S&P to the credit facilities provided
hereunder whether senior secured or senior unsecured (or, if the facilities hereunder are not rated, the corporate rating assigned by Moody's and S&P to Borrower's most senior
indebtedness), provided however that (a) if the credit facilities hereunder receive a split-rating and the rating differential is one level, the
higher of the two ratings will apply, and (b) if such the credit facilities hereunder are "split-rated" and the ratings differential is more than one level, the highest intermediate rating
shall be used. 


        "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 3.8. 


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


        "Designated Eurodollar Market" means, with respect to any Eurodollar Rate 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 Banks 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 Banks 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 Banks. The Administrative Agent will endeavor to provide prompt notice to Borrower and the Co-Borrowers of any change in the location of the Designated Eurodollar Market. 


        "Detroit" means MGM Grand Detroit, LLC, a Delaware limited liability company which is the proposed owner of the Detroit Project, its
successors and permitted assigns. 


        "Detroit Operating Agreement" means the Operating Agreement of MGM Grand Detroit, LLC dated as of July 7, 1997 between MGM Grand
Detroit, Inc., a Delaware corporation which is a wholly-owned Subsidiary of Borrower, and Partners Detroit, L.L.C., a Michigan limited liability company, as in effect on the date of this
Agreement. 


        "Detroit Project" means the proposed design, development and construction, by Borrower and its Restricted Subsidiaries (whether
individually, through Detroit, or in concert with one or more 



6





 





partners or joint venturers) of a permanent hotel, casino and entertainment complex in Detroit, Michigan or its environs (in addition to the currently operating temporary casino located at 1300 John
C. Lodge Freeway, Detroit, Michigan). 


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



        "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 Bank 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. 


        "Documentation Agents" means, collectively, Commerzbank AG, New York and Grand Cayman Branches, and Citibank, N.A. The position of the
Documentation Agents is titular in nature, and the Documentation Agents shall have no additional rights or duties over those of a Bank hereunder. 


        "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, 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 expenses" on the applicable financial statements of that Person for that 



7





 





fiscal period, in each case as determined in accordance with Generally Accepted Accounting Principles. 


        "Eligible Assignee" means (a) another Bank, (b) with respect to any Bank, any Affiliate of that Bank 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 or purchasing loans under credit facilities
substantially similar to those extended under this Agreement and (iii) is operationally and procedurally able to meet
the obligations of a Bank 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 Eurodollar Margin" means, for any period, the sum of (i) the Eurodollar
Margin then in effect plus (ii) such interest rate margin as the Requisite Banks specify is necessary to adjust the Eurodollar Rate to a rate which represents the effective pricing to such
Banks for deposits of Dollars in the Designated Eurodollar Market in the relevant amount for the applicable Eurodollar Period and which adequately and fairly reflects the cost to such Banks of making
the applicable Eurodollar Rate 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 Banking Day" means any Banking Day on which dealings in Dollar deposits are conducted by and among Banks in the Designated
Eurodollar Market. 


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


        "Eurodollar Margin" means, as of each date of determination, the rate set forth below (expressed in basis points) opposite the Pricing
Level then in effect: 



	Pricing Level
	 	Eurodollar Margin

	I	 	65.0
	II	 	87.5
	III	 	110.0
	IV	 	142.5
	V	 	162.5





8





 

provided that, during each Pricing Period which begins immediately following the last day of a Fiscal Quarter upon which the Leverage Ratio exceeds
6.25:1.00, the interest rate margins set forth above shall be increased by 10.0 basis points above the interest rate margins otherwise applicable during such Pricing Period. 



        "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. 


        "Eurodollar Obligations" means eurocurrency liabilities, as defined in Regulation D or any comparable regulation of any
Governmental Agency having jurisdiction over any Bank. 


        "Eurodollar Period" means, as to each Eurodollar Rate Loan, the period commencing on the date specified by Borrower or a
Co-Borrower pursuant to Section 2.1(b) and ending one week, or one, two, three or six months thereafter (or, with the written consent of all of the Banks, any other period), as
specified by Borrower or a Co-Borrower in the applicable Request for Loan; provided that: 



        (a)  The
first day of any Eurodollar Period shall be a Eurodollar Banking Day; 


        (b)  Any
Eurodollar Period that would otherwise end on a day that is not a Eurodollar Banking Day shall be extended to the next succeeding Eurodollar Banking Day unless such
Eurodollar Banking Day falls in another calendar month, in which case such Eurodollar Period shall end on the next preceding Eurodollar Banking Day; and 


        (c)  No
Eurodollar Period shall extend beyond the Maturity Date. 




        "Eurodollar Rate" means, with respect to any Eurodollar Rate Loan, the interest rate per annum (rounded upward to the next 1/100 of 1%) at
which deposits in Dollars are offered by Bank of America to prime banks in the Designated Eurodollar Market at or about 11:00 a.m. local time in the Designated Eurodollar Market, two Eurodollar
Banking Days before the first day of the applicable Eurodollar Period in an aggregate amount approximately equal to the amount of the Advance made by Bank of America with respect to such Eurodollar
Rate Loan and for a period of time comparable to the number of days in the applicable Eurodollar Period. 


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


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



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


        "Excess Acquisition Cost" means, in respect of each Acquisition made or committed to be made by Borrower or its Restricted Subsidiaries
during a Restricted Period, that portion of the consideration for such Acquisition which is not Common Stock (including consideration consisting of any assumption of Indebtedness) which results in the
Acquisition Cost Ratio for that Acquisition being in excess of the ratio set forth below opposite the Fiscal Quarter during which such Acquisition is consummated: 



	Fiscal Quarters Ending
 
	 	Maximum Ratio

	December 31, 2001	 	5.25:1.00
	March 31, 2002 through December 31, 2002	 	5.00:1.00
	March 31, 2003	 	4.75:1.00.





9





 

        "Existing Loan Agreement" means the Amended and Restated 364-Day Loan Agreement dated as of April 6, 2001 among
Borrower, Atlantic City, Detroit, the Banks referred to therein, and Bank of America, as Administrative Agent, as amended prior to the date hereof. 



        "Existing Senior Subordinated Notes" means Borrower's 93/4% Senior Subordinated Notes due June 1, 2007 issued
pursuant to the Indenture dated as of May 31, 2000 among Borrower, the Subsidiary Guarantors party thereto and The Bank of New York, as Trustee and Borrower's 83/8% Senior
Subordinated Notes due February 1, 2011 issued pursuant to the Indenture dated as of January 23, 2001 among Borrower, the Subsidiary Guarantors party thereto and United States Trust
Company of New York, as Trustee. 



        "Facility Fee Rate" means, as of each date of determination, the rate set forth below (expressed in basis points) opposite the Pricing
Level then in effect: 



	Pricing Level
 
	 	Facility Fee Rate

	I	 	10.0
	II	 	12.5
	III	 	15.0
	IV	 	20.0
	V	 	25.0






        "Federal Funds Rate" means, as of any date of determination, the rate set forth in the weekly statistical release designated as H.15(519),
or any successor publication, published by the Federal Reserve Board (including any such successor, "H.15(519)") for such date opposite the caption "Federal Funds (Effective)". If for any relevant
date such rate is not yet published in H.15(519), the rate for such date will be the rate set forth in the daily statistical release designated as the Composite 3:30 p.m. Quotations for U.S.
Government Securities, or any successor publication, published by the Federal Reserve Bank of New York (including any such successor, the "Composite 3:30 p.m. Quotation") for such date under
the caption "Federal Funds Effective Rate". If on any relevant date the appropriate rate for such date is not yet published in either H.15(519) or the Composite 3:30 p.m. Quotations, the
rate for such date will be the arithmetic mean of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that date by each of three
leading brokers of Federal funds transactions in New York City selected by the Administrative Agent. For purposes of this Agreement, any change in the Base Rate due to a change in the Federal Funds
Rate shall be effective as of the opening of business on the effective date of such change. 



        "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. 


        "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) obligations in respect of letters of
credit or other similar instruments which support Indebtedness of the type described in clause (a) (except as limited by the definition of Indebtedness), to the extent of the amount drawable
under such letters of credit or similar instruments, provided that no Guaranty Obligation by Borrower or its Restricted Subsidiaries of the Indebtedness
of another Person shall be deemed to be Funded 



10





 





Debt except to the extent that Generally Accepted Accounting Principles require that Guaranty Obligation to be set forth on a combined balance sheet of Borrower and its Restricted Subsidiaries (and
not merely as a footnote) as the exposure of Borrower and its Restricted Subsidiaries with respect thereto. 



        "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 Michigan Gaming Control
Board, and (g) any other Governmental Agency 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 Restricted Subsidiaries within its jurisdiction. 


        "Generally Accepted Accounting Principles" 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. 


        "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, Las Vegas, Atlantic City, New York, each other 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 used, directly or indirectly, to finance the design, development, construction or operation of the Detroit Project or 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 Loan 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 



11





 





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. The amount of any Guaranty Obligation in respect of Indebtedness shall be deemed to be an amount equal to the stated or determinable amount of
the related Indebtedness (unless the Guaranty Obligation is limited by its terms to a lesser amount, in which case to the extent of such amount) or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by the Person in good faith. The amount of any other Guaranty Obligation shall be deemed to be zero unless and until the amount
thereof has been (or in accordance with Financial Accounting Standards Board Statement No. 5 should be) quantified and reflected or disclosed in the consolidated financial statements (or notes
thereto) of Borrower and its Subsidiaries. 


        "Hazardous Materials" means substances defined as "hazardous substances" pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. § 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. § 5101, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq., or as "friable asbestos" pursuant to the Toxic Substances
Control Act, 15 U.S.C. § 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, provided that letters of credit and other similar instruments in an aggregate amount not to exceed
$150,000,000 shall be excluded from Indebtedness of that Person for so long as the same have not been drawn upon and (f) any net obligations of such Person under Swap Agreements. 


        "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 insurance coverage for Borrower, Co-Borrowers or the
Subsidiaries. 


        "Intangible Assets" means assets that are considered intangible assets under Generally Accepted Accounting
Principles, including customer lists, goodwill, computer software, copyrights, trade names, trademarks and patents. 


        "Intercreditor Agreement" means the Collateral Agent and Intercreditor Agreement dated as of February 13, 2002 among the Borrower,
Mirage Resorts, Incorporated, the Restricted Subsidiaries party thereto, the Creditor Representatives party thereto and U.S. Bank National Association, as Collateral Agent, a copy of which is attached
hereto as Exhibit D, as at any time amended. 



12





 

        "Interest Charge Coverage Ratio" means, as of the last day of each Fiscal Quarter, the ratio of: 



        (a)  Cash
Flow; to 


        (b)  Cash
Interest Charges of Borrower and its Restricted Subsidiaries; 





in
each case for the four Fiscal Quarter period then ended. 



        "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 Generally Accepted Accounting Principles, 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. 


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



        "Las Vegas" means MGM Grand Hotel, LLC, a Nevada limited liability company which is the owner of the MGM Grand Hotel and Casino in Las
Vegas, Nevada, its successors and permitted assigns. 


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


        "Lead Arranger" means Banc of America Securities, LLC. 


        "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. 


        "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. 



13







  




        "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 Banks pursuant to Article 2. 


        "Loan Documents" means, collectively, this Agreement, the Notes, the Guaranty, the Intercreditor Agreement and the Collateral Documents
referred to therein, each Request for Loan, each Pricing Certificate, each Compliance Certificate, any Related Swap Agreement and any other agreements of any type or nature hereafter executed and
delivered by Borrower or any of its Restricted Subsidiaries to the Administrative Agent or to any Bank 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. 


        "Maintenance Capital Expenditure" means a Capital Expenditure for the maintenance, repair, restoration or refurbishment of tangible
Property, but excluding any Capital Expenditures which adds to or further improves any such Property. 



        "Managing Agents" means, collectively, Comerica Bank and Fleet National Bank. The position of the Managing Agents is titular in nature,
and the Managing Agents shall have no additional rights or duties over those of a Bank hereunder. 


        "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 business or condition
(financial or otherwise) of Borrower and its Subsidiaries, taken as a whole and with a view to
the totality of circumstances then existing with respect to Borrower and its Subsidiaries, provided that it is understood that this clause (b)
shall not be deemed to expand the obligations of Borrower under any express covenants set forth herein, but is rather understood to describe a set of circumstances or events which, although not the
subject of a specific covenant, are material and adverse in the manner described above, 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. 


        "Maturity Date" means April 4, 2003, or such later anniversary of such date to which the Maturity Date may be extended pursuant to
Section 2.10. 


        "MGM Senior Notes" means Borrower's aggregate principal $1,350,000,000 Senior Notes issued pursuant to (a) the Indenture dated as
of February 2, 1998 among Borrower, the Guarantors party thereto and PNC Bank, National Association, (b) the Indenture dated as of February 6, 1998 among Borrower, the Guarantors
party thereto and U.S. Trust Company of California, N.A. and (c) the Indenture dated as of September 15, 2000 among Borrower, the Subsidiary Guarantors party thereto and U.S. Trust
Company, National Association. 


        "Midwest Gaming Subsidiaries" means one or more Subsidiaries of Borrower collectively formed or acquired for the purpose of design,
development, construction, ownership and operation of a single gaming resort or gaming complex (in each case which may include related hotel, 



14





 





entertainment, and restaurant operations) in the Midwest United States, and pure holding companies for such Subsidiaries, in each case which, following their designation by Borrower as Unrestricted
Subsidiaries, engage in no other substantial operations and own no other substantial asset. 


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


        "Mirage Senior Notes" means, collectively, the notes and debentures issued pursuant to (a) the Indenture dated as of
October 15, 1996 between Mirage and Firstar Bank of Minnesota, N.A., as trustee, (b) the Indenture dated as of August 1, 1997 between Mirage and First Security Bank, National
Association, as trustee, and (c) the Indenture dated as of February 4, 1998 between Mirage and PNC Bank, National Association, as trustee, in each case as amended. 


        "Moody's" means Moody's Investors Service, Inc. 


        "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 6.7 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. 


        "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 Generally Accepted Accounting Principles, consistently applied. 



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


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


        "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 Banks 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) Balch & Bingham LLP, 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 



15





 





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 by that Unrestricted Subsidiary
to
Borrower and its Restricted Subsidiaries during that fiscal period in accordance with applicable Law and subject to any Contractual Obligations (including without limitation credit documents) which
are binding upon such Unrestricted Subsidiary or its Property (whether or not so distributed). 



        "Other Loan Agreement" means the $2,000,000,000 Five Year Loan Agreement dated as of April 10, 2000 among Borrower, the
Co-Borrowers, the lenders referred to therein, and Bank of America, as Administrative Agent, either as originally executed or as it may from time to time be supplemented, modified,
amended, restated or extended. 


        "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 the aggregate principal amount of the outstanding Loans. 



        "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; 




16





 





        (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; 


        (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 together 




17





 






with all other Liens, materially impair the value or use of the Property of the 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 F, 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 Debt Rating then in
effect or (b) the Leverage Ratio as of the last day of the Fiscal Quarter ending approximately 45 days prior to the first day of that Pricing Period, provided  that if the Leverage Ratio and
the Debt Rating, as so determined, are at different Pricing Levels, then the Pricing Level which yields the lowest Eurodollar Margin shall apply: 



	Pricing Level
 
	 	Pricing Criteria
	 	 

	 
	 	Leverage Ratio
	 	Debt Rating

	

I	
 	

Less than 2.75 to 1.00	
 	

At least BBB+ or Baa1
	

II	
 	

Equal to or greater than 2.75 to 1.00 but less

than 3.50 to 1.00	
 	

BBB or Baa2
	

III	
 	

Equal to or greater than 3.50 to 1.00 but

less than 4.00 to 1.00	
 	

BBB- or Baa3
	

IV	
 	

Equal to or greater than 4.00 to 1.00 but

less than 4.50 to 1.00	
 	

BB+ or Ba1
	

V	
 	

Equal to or greater than 4.50 to 1.00	
 	

BB or Ba2 or lower






provided that in the event that the then prevailing Debt Ratings are "split ratings" and to the extent that the applicable Pricing Level is then based
upon the Debt Ratings, Borrower will receive the benefit of the higher Debt Rating, unless the split is a "double split rating" (in which case the
intermediate Pricing Level will apply) or a "triple split rating" (in which case the Pricing Level below that applicable to the higher Debt Rating will apply). 


        "Pricing Period" means (a) the period commencing on the date hereof and ending on May 15, 2002, and (b) the
subsequent concurrent quarterly periods of approximately 90 days each commencing on each August 16, November 16, February 16 and May 16. 


        "Prime Rate" means the rate of interest publicly announced from time to time by Bank of America, as its "prime rate." It 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 the Prime 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. 


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


        "Pro Rata Share" means, with respect to each Bank, the percentage of the Commitment and the Loans held by that Bank (or by a SPC for which
that Bank is the Granting Bank). As of the Closing Date, each Bank has been informed by the Lead Arranger of the amount and percentage 



18





 





of its Pro Rata Share. The percentage Pro Rata Share of each Bank (but without the consent of that Bank not the dollar amount thereof) is subject to adjustment pursuant to any Assignment Agreement
executed in accordance with Section 11.8. 


        "Projections" means the financial projections for Borrower and its Subsidiaries heretofore distributed to the Banks as a part of the
Confidential Offering Memorandum prepared for the transactions contemplated hereby and dated as of March 2002. 


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


        "Quarterly Payment Date" means the last Banking Day in each September, December, March and June. 



        "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 D, T, U and X" means Regulations D, 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 Fund" means with respect to any Bank that is a fund that invests in commercial loans, any other fund that invests in commercial
loans and is managed or advised by the same investment advisor as such Bank or by an Affiliate of such investment advisor. 


        "Related Swap Agreement" means a Swap Agreement between Borrower and a Bank or an Affiliate of a Bank (but, in the case of any such
Affiliate, only to the extent that the same expressly relates to the Obligations). 


        "Request for Loan" means a written request for a Loan substantially in the form of Exhibit G, 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 Banks" means (a) as of any date of determination if the Commitment is then in effect, Banks having Pro Rata Shares which
are, in the aggregate, a majority of the Pro Rata Shares of the Commitment then in effect and (b) as of any date of determination if the Commitment has then been terminated and there are then
any Obligations outstanding, Banks or other creditors holding a majority of the Outstanding Obligations. 


        "Responsible Official" means (a) when used with reference to a Person other than an individual, 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, and (b) when used with reference to a Person who is an individual,
such Person, provided that for the purposes of this Agreement and the other Loan Documents, each Responsible Official of Borrower shall be deemed to
also be a Responsible Official of each Co-Borrower, and each Responsible Official of a Co-Borrower shall also be deemed to be a
Responsible Official of Borrower and any other Co-Borrowers. The Banks 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 



19





 





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 Expenditures" means each of the following, to the extent declared, made or committed to be made by Borrower or any of its
Restricted Subsidiaries during any Restricted Period: 



        (a)  Capital
Expenditures (including any Maintenance Capital Expenditure, but excluding that portion of any Capital Expenditure which is properly treated as capitalized
interest under Generally Accepted Accounting Principles); 


        (b)  Distributions
other than those consisting of a dividend in Cash or Cash Equivalents to Borrower's shareholders; 


        (c)  Investments
in any Person which is not a wholly-owned Subsidiary of Borrower; and 


        (d)  Acquisitions,
to the extent of any Excess Acquisition Cost. 




        "Restricted Period" means the period beginning on (a) the day immediately following any Trigger Date and ending on (b) the
last day of the first subsequent Fiscal Quarter upon which the Leverage Ratio is equal to or less than 5.50:1.00. 



        "Restricted Subsidiary" means each Subsidiary of Borrower other than (a) the
Australia Companies, Detroit Temporary, 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 (including without limitation MGM Grand South Africa, Inc., a Nevada corporation) owning as their sole asset the stock or other securities and obligations thereof, (b) each
Midwest Gaming Subsidiary which is designated in writing by Borrower to the Administrative Agent as an Unrestricted Subsidiary substantially contemporaneously with its formation or acquisition,
provided that no such designation may be made when any Default or Event of Default exists, and (c) the Insurance Subsidiary. As of the Closing Date, Victoria Partners, a Nevada general
partnership, is 50% owned by Borrower, and is therefore not a Subsidiary of Borrower. It is also understood that 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," is also only 50% owned by Borrower and therefore is not a Subsidiary
of Borrower. 


        "Senior Obligations" means any class of Indebtedness of Borrower, any Co-Borrower, Mirage or any Restricted Subsidiary which
is entitled to the benefits of any Liens on the Property of any such Person (whether upon the occurrence of any contingency or otherwise), other than any Lien of the types described in
Section 6.7(d), (e) or (f). 


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


        "Solvent" means, as to any Person, that (a) the sum of the assets of such Person, both at a fair valuation and at present fair
saleable value, exceeds its liabilities, including its probable liability in respect of contingent liabilities, (b) such Person will have sufficient capital with which to conduct its business
as presently conducted and as proposed to be conducted and (c) such Person has not incurred debts, and does not intend to incur debts, beyond its ability to pay such debts as they mature. 


        "South African Companies" mean MGM Grand South Africa Pty Ltd., a South African corporation, and MGM Grand South
Africa, Inc., a Nevada corporation. 



20





 





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



        "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 Bank or its Eurodollar 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 Eurodollar Market generally that are beyond the reasonable control of the Banks. 


        "Subordinated Obligations" means Existing Senior Subordinated Notes and any other unsecured Indebtedness of Borrower (but not Indebtedness
of any Subsidiary of Borrower), which: 



        (a)  does
not require amortization prior to the Maturity Date; 



        (b)  is
governed by agreements which contain no representations, warranties, covenants, defaults and other provisions which are more restrictive upon, or onerous to, Borrower
and its Restricted Subsidiaries than the provisions of the Loan Documents; and 


        (c)  is
subordinated in right of payment to the Obligations pursuant to subordination provisions which are no less favorable to the Banks, in any material respect, than those
set forth in the Existing Senior Subordinated Notes or pursuant to other subordination provisions which are acceptable to the Requisite Banks in the exercise of their sole discretion 




provided that in the event that the terms of any proposed Subordinated Obligations to be issued by Borrower deviate, in any material respect, from the
terms of the Indenture governing the Existing Senior Subordinated Notes, Borrower shall provide to the Administrative Agent (and the Administrative Agent shall promptly deliver to the Banks) the
proposed terms thereof which, if not objected to by the Requisite Lenders within five Banking Days following the delivery thereof to the Banks, shall be deemed acceptable to the Banks in connection
with any issuance following such date of Subordinated Obligations. 


        "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. 



        "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. 


        "S&P" means Standard & Poor's Ratings Group (a division of McGraw Hill, Inc.). 


        "Syndication Agent" means Deutsche Bank Trust Company Americas. The position of the Syndication Agent is titular in nature, and the
Syndication Agent shall have no additional rights or duties over those of a Bank hereunder. 



21





 




        "Target EBITDA" means, in respect of each Person or assets which are the subject of any Acquisition, the  lesser of: 



        (a)  the
EBITDA of the Person acquired (or associated with the assets so acquired) for the most recent twelve month period for which relevant financial statements are
available on the date of the consummation of such Acquisition; and 


        (b)  the
projected EBITDA of such Person (or associated with the assets so acquired) for the twelve month period following the consummation of such Acquisition, after giving
pro forma effect to any savings which are reasonably projected by Borrower to be realized in connection with its operation of the Person or assets by reason of the elimination of duplicative
personnel, purchasing efficiencies and other operational savings; 




in
each case as certified to the Administrative Agent by Borrower in a writing delivered to the Administrative Agent. 


        "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). 


        "Trigger Date" means the last day of each and any Fiscal Quarter occurring after December 31, 2001 upon which the Leverage Ratio
exceeds 5.50:1.00. 


        "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 Eurodollar Rate Loan or Advance. 


        "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. As of the date hereof, the Unrestricted
Subsidiaries include MGM Grand Detroit II, LLC, the Australia Companies and the South African Companies. 




        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, Generally Accepted Accounting Principles applied on a
consistent basis, except as otherwise specifically prescribed herein. In the event that Generally Accepted Accounting Principles or Borrower's Fiscal
Year or Fiscal Quarters change during the term of this Agreement such that the covenants contained in Sections 6.8 and 6.9 would then be calculated for different periods, in a different manner or with
different components, (a) Borrower, the Co-Borrowers and the Banks 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 Generally Accepted Accounting Principles 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 


22





 




Co-Borrowers would have been in compliance therewith for the pre-existing fiscal periods and under Generally Accepted Accounting Principles 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 Generally Accepted Accounting Principles 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.    In the Loan Documents, the term "or" is disjunctive; the term "and" is conjunctive. The
term "shall" is mandatory; the term "may" is permissive. Masculine terms also apply to females; feminine terms also apply to males. The term "including" is by way of example and not limitation. 


 
 

Article 2.
  LOANS    
  


        2.1    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 Banking Day immediately prior to the
Maturity Date, each Bank shall, pro rata according to that Bank's Pro Rata Share of the then applicable Commitment, make Advances to Borrower or to any Co-Borrower under the Commitment in
such amounts as Borrower or any Co-Borrower may request that (i) do not result in the Outstanding Obligations being in excess of the then effective Commitment, and (ii) in
the case of 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 Advances by each Bank under its Pro Rata Share of the Commitment may be prepaid without premium or penalty. The Administrative Agent shall promptly
provide the Borrower with a written report allocating the Obligations requested by Borrower and each Co-Borrower. 



23







  




        (b)  Subject
to the next sentence, each Loan consisting of 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, and (iv) in the case of a Eurodollar Rate Loan, the Eurodollar Period for such Loan. Unless the Administrative Agent, in its
sole and absolute discretion, has notified Borrower to the contrary, a Loan consisting of 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, and Borrower hereby agrees to indemnify each Creditor from any loss, cost, expense or liability as a result of so acting. 


        (c)  Promptly
following receipt of a Request for Loan, the Administrative Agent shall notify each Bank by telephone or telecopier (and if by telephone, promptly confirmed by
telecopier) of the date and type of the Loan, any applicable Eurodollar Period, and that Bank's Pro Rata Share of the Loan. Not later than 11:00 a.m., California local time, on the date
specified for any Loan (which must be a Banking Day), each Bank shall make its Pro Rata Share of the 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 Advances shall be credited on that date in immediately available funds to the Deposit
Account for Borrower or that Co-Borrower. 


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


        (e)  The
Advances made by each Bank shall be evidenced by that Bank's Note. 


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


        (g)  If
no Request for Loan (or telephonic request for Loan referred to in the second sentence of Section 2.1(b), 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 Eurodollar Period for any Eurodollar Rate Loan, then on the last day of such Eurodollar Period, such Eurodollar Rate Loan
shall be automatically converted into a Base Rate Loan in the same amount. 


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



        (i)    the
Banks shall make available to the Administrative Agent (or the Administrative Agent shall make available to the Banks) 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(b), if applicable) received by the Administrative Agent, at the
Administrative Agent's Office, not later than 9:15 a.m., California local time, on the date (which must be a Banking Day) of the requested Base Rate Loan. All Loans shall constitute Base Rate
Loans unless properly designated as a Eurodollar Rate Loan pursuant to Section 2.3. 


24





 

        2.3    Eurodollar Rate Loans.    



        (a)  Each
request by Borrower or any Co-Borrower for a Eurodollar 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(b), if applicable) received by the Administrative Agent, at the Administrative Agent's Office, not later than 10:00 a.m., California
local time, at least three Eurodollar Banking Days before the first day of the applicable Eurodollar Period. 



        (b)  On
the date which is two Eurodollar Banking Days before the first day of the applicable Eurodollar Period, the Administrative Agent shall confirm its determination of
the applicable Eurodollar Rate (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 Banks by telephone or telecopier (and if by telephone, promptly confirmed by telecopier). 


        (c)  Unless
the Administrative Agent and the Requisite Banks otherwise consent, no more than ten Eurodollar Rate Loans shall be outstanding at any one time. 



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


        (e)  Nothing
contained herein shall require any Bank to fund any Eurodollar Rate Advance in the Designated Eurodollar Market. 




        2.4    [Reserved].    



        2.5    [Reserved].    


        2.6    [Reserved].    


        2.7    Co-Borrowers.    Atlantic City and Detroit are each hereby designated as joint and several direct
Co-Borrowers under this Agreement, with the right to request Loans, subject to the terms and conditions set forth herein, provided that
(a) each Loan made hereunder to Atlantic City, 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 used, directly or indirectly, to finance
the design, development, construction or operation of the Detroit Project or which are actually borrowed or received by Detroit. From time to time following the Closing Date, Borrower may designate
one or more Guarantors to be joint and several direct Co-Borrowers hereunder by written request to the Administrative Agent accompanied by (a) an executed Assumption Agreement and
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 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 Banks of such
request, together with copies of such of the foregoing as any Bank may request and the designated Guarantor shall become a Co-Borrower hereunder. 


        2.8    Voluntary Reduction of Commitment.    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 Banking 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 not less than $5,000,000, or to terminate, all or a
portion of the then undisbursed portion of the Commitment; provided that the Commitment may not be so reduced below an amount equal to the  sum of the
aggregate principal amount outstanding under the Notes. The
Administrative Agent shall promptly notify the Banks of any reduction or termination of the Commitment under this Section. 


25





 



        2.9    Optional Termination of Commitment.    Following the occurrence of a Change in Control, the Requisite Banks may
in their sole and absolute discretion elect to terminate the Commitment 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 Banks elect to so terminate the Commitment, the Commitment 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. 



        2.10    Extension of Maturity Date.    At any time following the date which is 60 days prior to the then
current Maturity Date, the Maturity Date may be extended for 364 days at Borrower's and the Co-Borrowers' election with the written consent of all of the Banks (which may be
withheld in the sole and absolute discretion of each Bank). Not earlier than 60 days prior to the then current Maturity Date, and provided that
Borrower and the Co-Borrowers are then in compliance with Section 7.1, Borrower and the Co-Borrowers may deliver to the Administrative Agent who will deliver to each of
the Banks a written request for a 364-day extension of the Maturity Date together with a Certificate of a Responsible Official signed by a Senior Officer on behalf of Borrower and the
Co-Borrowers stating that the representations and warranties contained in Article 4 (other than 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 not a violation of this Agreement) are true and correct on and as of the date of such
Certificate. Within 30 days following the delivery of such Certificate, but in any event not sooner than 45 nor later than 15 days prior to the then current Maturity Date, each Bank
shall notify the Administrative Agent whether (in its sole and absolute discretion) it consents to such request. Each Bank which fails to respond to any such request for extension shall be deemed to
have refused to consent thereto. After receiving the notifications from all of the Banks or the expiration of such period, whichever is earlier, the Administrative Agent shall notify Borrower, the
Co-Borrower and the Banks of the results thereof. 


        If
all of the Banks have consented to the extension then the Maturity Date shall be extended for 364 days, effective as of the then current Maturity Date. 


        If
Banks holding at least 662/3% of the Commitment consent to the request for extension, but other Banks (each a "Non-Consenting Bank") notify the
Administrative Agent that they will not consent to the request for extension (or fail to notify the Administrative Agent in writing of their consent to the extension), Borrower and the
Co-Borrowers may cause all of the Non-Consenting Banks to be removed as Banks under this Agreement pursuant to Section 11.26, provided  that such removal shall be accomplished by assignment to one
or more Eligible Assignees which are willing to consent to the request for extension and not by reduction of the
amount of Commitment. In the event that sufficient
Eligible Assignees can be identified to assume the Pro Rata Shares of the Non-Consenting Banks, then the request for extension shall be granted with the effect as set forth above. 


        2.11    Administrative Agent's Right to Assume Funds Available for Advances.    Unless the Administrative Agent shall
have been notified by any Bank no later than 10:00 a.m. on the Banking Day of the proposed funding by the Administrative Agent of any Loan that such Bank does not intend to make available to
the Administrative Agent such Bank's portion of the total amount of such Loan, the Administrative Agent may assume that such Bank 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 Bank, the
Administrative Agent shall be entitled to recover such corresponding amount on demand from such Bank. If such Bank does not pay such corresponding amount forthwith upon the 


26





 




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 Bank 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 Bank from its obligation to fulfill its share of the Commitment or to prejudice any rights which the Administrative Agent, Borrower or any
Co-Borrower may have against any Bank as a result of any default by such Bank hereunder. 


        2.12    Release and Reattachment of Collateral.    



        (a)  If
Borrower and its Restricted Subsidiaries become entitled to the release of all of the Liens contemplated by the Intercreditor Agreement, or to the release of any
later equal, ratable and pari passu Liens described in clause (b) below, 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 any Liens
securing the Obligations in accordance with this clause (a). 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 all other classes of Senior Obligations then holding Liens of the type described in Sections 6.7(g) or (h) shall previously or concurrently release all Liens held by
such creditors. Promptly upon receipt of such a Certificate, the Administrative Agent shall provide a copy thereof to the Banks and, unless the Requisite Banks contest the accuracy thereof within five
Banking Days, shall (i) execute and deliver to Borrower and its Subsidiaries reconveyances and releases of such Liens (or shall provide its written concurrence to any release of Liens being
provided by the Collateral Agent under the Intercreditor Agreement), and (ii) return to the Persons legally entitled thereto, all collateral pledged in support of the Obligations, all at the
sole expense of Borrower and the Co-Borrowers (a "Collateral Release"), in each case subject to the requirement that the Liens of the
types described in Sections 6.7(g) or (h) are previously or concurrently released. No Collateral Release shall constitute or be construed as a release (or to require the release) of the
Guaranty. 


        (b)  If
following any release of the Liens contemplated by the Intercreditor Agreement and the Collateral Documents, a Collateral Event occurs and if either (x) any
Senior Obligations are then entitled to require the granting of Liens in any assets of Borrower or any of the Restricted Subsidiaries (other than any Lien of the types described in Sections 6.7(d),
(e) or (f)) or (y) any Senior Obligations are in fact granted any Liens by Borrower or any of the Restricted Subsidiaries, then Borrower and the Co-Borrowers shall, and shall
cause each of the Restricted Subsidiaries to, not later than the granting of any such Liens, grant perfected Liens in the same collateral to secure the Obligations (including any Related Swap
Agreements) equally, ratably and on a pari passu basis, 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 secure the Obligations and all other classes of Senior Obligations 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, 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, 



27





 





ratable and pari passu with any Liens securing the other classes of Senior Obligations, (ii) granted concurrently with the granting of any such
Liens, and (iii) granted pursuant to instruments, documents and agreements which are reasonably acceptable to the Administrative Agent and are either (A) held by a common collateral
agent for all classes of Senior Obligations pursuant to an instrument comparable to the Intercreditor Agreement or (B) no less favorable to the Administrative Agent and the other Creditors than
those granted to the other Senior Obligations. 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 Obligations permitted pursuant to
Section 6.7. 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 Senior Obligations (and in an insured amount that
bears the same proportion to the principal amount of the Commitment as the insured amount in the policies provided to the holders of other Senior Obligations), and (z) such 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" with
respect to all Subordinated Obligations and all payments with respect to any Subordinated Obligations shall be subject to Section 6.1. 



        2.14    Optional Increases to the Commitment.    



        (a)  Provided that no Default or Event of Default then exists, Borrower and each Co-Borrower may at any time
jointly request in writing that the then effective Commitment be increased to an amount which is not greater than $1,000,000,000 minus the amount of any
reductions to the Commitment which have theretofore occurred pursuant to Sections 2.8 or 2.9, in accordance with the provisions of this Section. Any request under this Section shall be submitted by
Borrower and the Co-Borrowers to the Administrative Agent, shall specify the proposed effective date and amount of such increase and be accompanied by (i) a Certificate of a
Responsible Official, signed by a Senior Officer of Borrower and each Co-Borrower, stating that no Default or Event of Default exists as of the date of the request or will result from the
requested increase and (ii) a written consent to the increase in the Commitment executed by each Guarantor. Borrower and the Co-Borrowers may also specify any fees offered to
lenders which agree to assume a portion of the increased Commitment (which fees may be variable based upon the amount which any such Bank is willing to assume as an increase to the amount of its Pro
Rata Share of the increased Commitment). The consent of the Banks, as such, shall not be required for an increase in the amount of the Commitment pursuant to this Section. 



        (b)  Where
the fees offered to lenders which propose to assume the increase to the Commitment are not in excess of those offered to the Banks party to this Agreement as of
the date hereof in exchange for their Pro Rata Shares of the Commitment, then (i) any proposed increase to the Commitment may be effectuated on any day which is not sooner than five Banking
Days from the date of Borrower's request and which is mutually acceptable to Borrower, the Administrative Agent and the lenders assuming the increased Commitment, and (ii) Borrower need not
offer to any existing Bank any portion of the increase to the Commitment. 


        (c)  Where
the fees offered to the Banks which propose to assume the increase to the Commitment are greater than those offered in connection herewith, then
(i) Borrower shall offer the opportunity to assume Pro Rata Shares of the increased Commitment to each of the existing Banks in priority to lenders which are not Banks, and (ii) the
effectiveness of the increase shall be on a date which is not sooner than thirty (30) days following Borrower's request for the increase. In the latter case, each Bank may approve or reject a
request for an increase in the Commitment 



28





 





in its sole and absolute discretion and, absent an affirmative written response within fifteen (15) days after receipt of such request, shall be deemed to have rejected the request. The
rejection of such a request by any number of Banks shall not affect Borrower's and the Co-Borrowers' right to increase the Commitment pursuant to this Section. No Bank which rejects a
request for an increase in the Commitment shall be subject to removal as a Bank. 


        (d)  In
responding to a request under clause (c) of this Section, each Bank which is willing to increase the amount of its Pro Rata Share of the increased Commitment
shall specify the amount of the proposed increase which it is willing to assume. Each consenting Bank shall be entitled to participate ratably (based on its Pro Rata Share of the Commitment before
such increase) in any resulting increase in the Commitment, subject to the right of the Administrative Agent to adjust allocations of the increased Commitment so as to result in the amounts of the Pro
Rata Shares of the Banks being in integral multiples of $1,000,000. 


        (e)  In
either case, if the aggregate principal amount offered to be assumed by the consenting Banks (or any new lenders) is less than the amount requested, Borrower and the
Co-Borrowers may (i) reject the proposed increase in its entirety, (ii) accept the offered amounts or (iii) designate new lenders who qualify as Eligible Assignees and
which are reasonably acceptable to Borrower and the Administrative Agent as additional Banks hereunder in accordance with clause (f) of this Section (each, a "New Bank"), which New Banks may
assume the amount of the increase in the Commitment that has not been assumed by the consenting Banks. 


        (f)    Each
New Bank designated by Borrower and the Co-Borrowers and reasonably acceptable to the Administrative Agent shall become an additional party hereto as a
New Bank concurrently with the effectiveness of the proposed increase in the Commitment upon its execution of an instrument of joinder to this Agreement which is in form and substance acceptable to
the Administrative Agent and which, in any event, contains the representations, warranties, indemnities and other protections afforded to the Administrative Agent and the other Banks which would be
granted or made by an Eligible Assignee by means of the execution of an Assignment Agreement. 




Subject
to the foregoing, any increase to the Commitment requested under this Section shall be effective as of the date proposed by Borrower and the Co-Borrowers and shall be in the
principal amount equal to (i) the amount which consenting Banks are willing to assume as increases to the amount of their Pro Rata Share plus (ii) the amount offered by any New Banks.
Upon the effectiveness of any such increase, Borrower and the Co-Borrowers shall issue replacement Notes to each affected Bank and new Notes to each New Bank, and the percentage Pro Rata
Shares of each Bank will be adjusted to give effect to the increase in the Commitment. 


 
 

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 interest at the Default Rate to the fullest extent permitted by applicable Laws. 


        (b)  Interest
accrued on each Base Rate Loan on the first Banking Day of each Fiscal Quarter shall be due and payable on that day. Except  as otherwise provided in Section 3.8, 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 



29





 





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 Eurodollar Rate Loan shall be due and payable on (i) the earliest to occur of (y) the last day of the related Eurodollar Period,
and (z) the date which is three months following the day upon which that Eurodollar Rate Loan was made of the related Eurodollar Period (and, for a Eurodollar Rate Loan with a Eurodollar Period
in excess of three months, every three months thereafter through the last day of the Eurodollar Period) and (ii) on the last day of the related Eurodollar Period. Except  as otherwise provided in
Section 3.8, the unpaid principal amount of any Eurodollar Rate Loan shall bear interest at a rate per annum equal to the Eurodollar Rate for
that Eurodollar Rate Loan plus the applicable Eurodollar Margin. 



        (d)  [Reserved] 


        (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 Outstanding Obligations at any time exceed the then applicable Commitment, shall be payable immediately; and 


        (ii)  [Reserved];



        (iii)  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 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., California local time, on the Banking Day
prior to the date of prepayment (which must be a Banking Day) in the case of a Base Rate Loan, and, in the case of a Eurodollar Rate Loan, three Banking 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 Eurodollar Rate Loan shall be accompanied by payment of
interest accrued to the date of payment on the amount of principal paid and (iv) any payment or prepayment of all or any part of any Eurodollar Rate Loan on a day other than the last day of the
applicable Eurodollar Period shall
be subject to Section 3.7(e). Promptly following receipt of a notice of prepayment under clause (ii) above, the Administrative Agent shall notify each Bank by telephone or telecopier
(and if by telephone, promptly confirmed by telecopier) of the date and amount thereof. 



        (g)  [Reserved]. 


        (h)  Each
payment of principal by Borrower or Co-Borrower hereunder shall be applied ratably to the Advances made to Borrower or that Co-Borrower
which are then due and payable, provided that if the Obligations are then accelerated or have deemed to have been accelerated, each payment of principal
hereunder shall be applied ratably to the outstanding Advances. 




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


30





 

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



        3.4    Facility Fees.    From the Closing Date, Borrower and the Co-Borrowers shall pay to the
Administrative Agent, for the ratable accounts of the Banks pro rata according to their Pro Rata Share, a facility fee equal to the Facility Fee Rate in effect from time to time  times the principal
amount of the Commitment. The facility 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 Commitment pursuant to Sections 2.8, 2.9 or 11.26. 



        3.5    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. 


        3.6    Increased Commitment Costs.    If any Bank 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 Bank (or its Eurodollar Lending Office) or any corporation controlling the Bank, 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 Bank or any corporation controlling such Bank and (taking into consideration such Bank's or such corporation's policies with respect to capital adequacy and such
Bank'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 Banking Days after demand of such Bank, Borrower and the Co-Borrowers shall pay to such Bank, from time to time as specified in good faith by such Bank,
additional amounts sufficient to compensate such Bank 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 Bank's determination of such amounts shall be conclusive in the absence of manifest
error. Any request for compensation by a Bank 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 Bank. If Borrower and the
Co-Borrowers become obligated to pay a material amount under this Section to any Bank, that Bank 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 Bank and that Borrower and the Co-Borrowers, within the thirty day period following the date of such payment, shall
have notified that Bank in writing of their intent to so remove the Bank. 


31





 



        3.7    Eurodollar Costs and Related Matters.    



        (a)  In
the event that any Governmental Agency imposes on any Bank any reserve or comparable requirement (including any
emergency, supplemental or other reserve) with respect to the Eurodollar Obligations of that Bank, Borrower or the relevant Co-Borrower shall pay that Bank within five Banking Days after
demand all amounts necessary to compensate such Bank (determined as though such Bank's Eurodollar Lending Office had funded 100% of its Eurodollar Rate Advance in the Designated Eurodollar Market) in
respect of the imposition of such reserve requirements. The Bank'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 Bank or its Eurodollar Lending Office to any tax, duty or other charge or cost with respect to any Eurodollar Rate Advance, any of its Notes evidencing
Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances, or shall change the basis of taxation of payments to any Bank attributable to the principal of or interest on any
Eurodollar Rate Advance or any other amounts due under this Agreement in respect of any Eurodollar Rate Advance, any of its Notes evidencing Eurodollar Rate Advances or its obligation to make
Eurodollar Rate 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 Eurodollar 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 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 Bank or its Eurodollar Lending Office); or 


        (3)  shall
impose on any Bank or its Eurodollar Lending Office or the Designated Eurodollar Market any other condition affecting any Eurodollar Rate Advance, any of its Notes
evidencing Eurodollar Rate Advances, its obligation to make Eurodollar Rate 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 Bank, increases the cost to such Bank or its Eurodollar Lending Office of making or maintaining any Eurodollar Rate Advance
or in respect of any Eurodollar Rate Advance, any of its Notes evidencing Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances or reduces the amount of any sum received or
receivable by such Bank or its Eurodollar Lending Office with respect to any Eurodollar Rate Advance, any of its Notes evidencing Eurodollar Rate Advances or its obligation to make Eurodollar Rate
Advances (assuming such Bank's Eurodollar Lending Office had funded 100% of its Eurodollar Rate Advance in the Designated Eurodollar Market), then, within five Banking Days after demand by such Bank
(with a copy to the Administrative Agent), Borrower and the Co-Borrowers shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or
reduction (determined as though such Bank's Eurodollar Lending Office had funded 100% of its Eurodollar Rate Advance in the Designated Eurodollar Market). A statement of any Bank claiming compensation
under this subsection and 



32





 


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 Bank, make it unlawful or
impossible for such Bank or its Eurodollar Lending Office to make, maintain or fund its portion of any Eurodollar Rate Advance or materially restrict the authority of such Bank to purchase or sell, or
to take deposits of, Dollars in the Designated Eurodollar Market, or to determine or charge interest rates based upon the Eurodollar Rate, and such Bank shall so notify the Administrative Agent, then
such Bank's obligation to make Eurodollar Rate Advances shall be suspended for the duration of such illegality or impossibility and the Administrative Agent forthwith shall give notice thereof to the
other Banks and Borrower. Upon receipt of such notice, the outstanding principal amount of such Bank's Eurodollar Rate Advances, together with accrued interest thereon, automatically shall be
converted to Base Rate Advances on either (1) the last day of the Eurodollar Period(s) applicable to such Eurodollar Rate Advances if such Bank may lawfully continue to maintain and fund such
Eurodollar Rate Advances to such day(s) or (2) immediately if such Bank may not lawfully continue to fund and maintain such Eurodollar Rate 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 Bank agrees
to endeavor promptly to notify Borrower of any event of which it has actual knowledge, occurring after the Closing Date, which will cause that Bank to notify the Administrative Agent under this
Section, and agrees to designate a different Eurodollar Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Bank, otherwise be
materially disadvantageous to such Bank. In the event that any Bank is unable, for the reasons set forth above, to make, maintain or fund its portion of any Eurodollar Rate Loan or Advance, such Bank
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 Bank whose obligation to make Eurodollar Rate
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 Eurodollar Rate Loan: 



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



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




then
the Administrative Agent forthwith shall give notice thereof to Borrower and the Banks, whereupon until the Administrative Agent notifies Borrower that the circumstances giving rise to such
suspension no longer exist, the obligation of the Banks to make any future Eurodollar Rate Advances shall be suspended unless (but 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 Eurodollar Margin
with respect to all Eurodollar Rate Loans made during such period. 


        (e)  Upon
payment or prepayment of any Eurodollar Rate 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 Eurodollar Period (whether voluntarily, involuntarily, by reason of acceleration, or 



33





 





otherwise), or upon the failure of Borrower or any Co-Borrower (for a reason other than the failure of a Bank to make an Advance) to borrow on the date or in the amount specified for a
Eurodollar Rate Advance in any Request for Loan, or upon the failure of Borrower or any Co-Borrower to prepay a Eurodollar Rate 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 Bank within ten Banking 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 Bank's Eurodollar Rate Advance had been funded in the Designated Eurodollar
Market), equal to the sum of: 



        (1)  the
principal amount of the Eurodollar Rate 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
Eurodollar 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 Bank reasonably attributable to such payment, prepayment or failure to borrow. 




Each
Bank'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
Bank agrees to endeavor promptly to notify Borrower of any event of which it has actual knowledge, occurring after the Closing Date, which will entitle such Bank to
compensation pursuant to clause (a) or clause (b) of this Section, and agrees to designate a different Eurodollar 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 Bank, otherwise be materially disadvantageous to such Bank. Any request for compensation by a Bank 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 Bank. 


        (g)  If
any Bank claims compensation or is excused from making or continuing Eurodollar Rate Loans or Advances under this Section: 



        (i)    Borrower
and the Co-Borrowers may at any time, upon at least four Eurodollar Banking Days' prior notice to the Administrative Agent and such Bank 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 Eurodollar Rate Advances of such Bank or request that such Eurodollar Rate Advances be converted to Base Rate
Advances; and 


        (ii)  In
the case where Borrower and the Co-Borrowers become obligated to pay a material amount under this Section to any Bank, that Bank 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 Bank and
that Borrower and the Co-Borrowers, within the thirty day period following the date of such payment, shall have notified that Bank in writing of their intent to so remove the Bank. 





        3.8    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 Bank 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 


34





 


(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. 


        3.9    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 Eurodollar Rate Loans 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 Banks 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. 


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


        3.11    Manner and Treatment of Payments.    



        (a)  Each
payment hereunder (except payments pursuant to Sections 3.6, 3.7, 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 Banks or the Administrative Agent, as the case may be, in
immediately available funds not later than 12:00 noon, California local time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be
deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Bank shall be immediately paid by the Administrative Agent
to the applicable Bank in immediately available funds and, if such payment was received by the Administrative Agent by 12:00 noon, California local time, on a Banking Day and not so made available to
the account of a Bank on that Banking Day, the Administrative Agent shall reimburse that Bank for the cost to such Bank 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. 


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


        (c)  Each
Bank 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, subject to Section 10.6(g), 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 Bank 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 Bank by
(A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains 



35





 





its principal office or Eurodollar 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 Bank 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 Bank as
is necessary to result in that Bank's receiving a net after-Tax amount
equal to the amount to which that Bank 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 Bank on account of such Taxes, that Bank 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 Bank, that Bank 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 Bank and that Borrower and the Co-Borrowers, within the thirty day period following the date of such payment, shall have notified that Bank in writing of
their intent to so remove the Bank. 




        3.12    Funding Sources.    Nothing in this Agreement shall be deemed to obligate any Bank to obtain the funds for any
Loan or Advance in any particular place or manner or to constitute a representation by any Bank that it has obtained or will obtain the funds for any Loan or Advance in any particular place or manner,  provided that each Bank 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. 


        3.13    Failure to Charge Not Subsequent Waiver.    Any decision by the Administrative Agent or any Bank 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 Bank'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. 


        3.14    Administrative Agent's Right to Assume Payments Will be Made by Borrower and the Co-Borrowers.
    Unless the Administrative Agent shall have been notified by Borrower and the Co-Borrowers prior to the date on which any payment to be made by Borrower and the
Co-Borrowers hereunder is due that Borrower and the Co-Borrowers do not intend to remit such payment, the Administrative Agent may, in its discretion, assume that Borrower and
the Co-Borrowers have remitted such payment when so due and the Administrative Agent may, in its discretion and in reliance upon such assumption, make available to each Bank on such
payment date an amount equal to such Bank's share of such assumed payment. If Borrower and the Co-Borrowers have not in fact remitted such payment to the Administrative Agent, each Bank
shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Bank, 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 Bank to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate. 


36







  





        3.15    Fee Determination Detail.    The Administrative Agent and any Bank 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 Bank, under Article 3 has been determined, concurrently with demand for such
payment. 


        3.16    Survivability.    All of Borrower's and the Co-Borrowers' obligations under Sections 3.6 and 3.7
shall survive for ninety days following the date on which the Commitment is terminated, all Obligations hereunder are fully paid. 


 
 

Article 4.
  REPRESENTATIONS AND WARRANTIES    
  


        Borrower and each Co-Borrower represents and warrants to the Banks on the date hereof, as of the Closing Date and (to the extent set forth in
Section 8.2) as of the date of the making of each Loan hereunder, 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 or limited liability company 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 



37





 





affected; 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. The Banks acknowledge that Atlantic City is not presently required to hold any gaming licenses. 


        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 Banks the audited
consolidated and consolidating financial statements of Borrower and its Subsidiaries for the Fiscal Year ended December 31, 2001. The financial statements described in the sentence 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 Generally Accepted Accounting Principles, consistently applied. 


        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 Generally Accepted Accounting Principles to be reflected or disclosed and not reflected or disclosed in the financial statements described in
Section 4.5, other than liabilities and contingent liabilities arising in the ordinary course of 


38





 




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, 2001. 


        4.7    Title to Property.    As of December 31, 2001, Borrower and its Subsidiaries have valid title to the
Property reflected in the financial statements described in Section 4.5, other than immaterial items of Property, free and clear of all Liens,
other than Permitted Encumbrances and Liens described in 4.7 or permitted by Section 6.7. 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, other than Property subsequently sold or disposed of by Borrower and its Subsidiaries in the ordinary course of business, in each
case free and clear of all Liens, other than Permitted Encumbrances, and Liens described in Schedule 4.7 or permitted by Section 6.7. 



        4.8    Intangible Assets.    Borrower and its Subsidiaries own, or possess the right to use to the extent necessary in
their businesses, all material trademarks, trade names, copyrights, patents, patent rights, computer software, licenses and other Intangible Assets that are used in the conduct of their businesses,
and no such Intangible Asset, to the best knowledge of Borrower and the Co-Borrowers, conflicts with the valid trademark, trade name, copyright, patent, patent right or Intangible Asset of
any other Person to the extent that such conflict constitutes a Material Adverse Effect. 



        4.9    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. 


        4.10    Litigation.    Except for (a) any matter fully covered as to subject matter and amount (subject to
applicable deductibles and retentions) by insurance as to which the insurance carrier has been notified and has not asserted lack of subject matter coverage or reserved its right to do so,
(b) any matter, or series of related matters, involving a claim against Borrower or any of its Subsidiaries of less than $75,000,000, (c) matters of an administrative nature not
involving a claim or charge against Borrower or any of its Subsidiaries and (d) matters set forth in Item 3 of Borrower's Annual Report on Form 10-K for the Fiscal Year ended
December 31, 2001, 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. 



        4.11    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. 



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


        4.13    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; 


        (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; 




39





 





        (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. 




        4.14    Regulations T, U and X; Investment Company Act.    The fair market value of the assets subject to the Negative
Pledge contained in Section 6.7 (including the value of the capital stock of Mirage) is more than twice the amount of the Outstanding Obligations. 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. 


        4.15    Disclosure.    No written statement made by a Senior Officer of Borrower, any Co-Borrower or any
Guarantor to the Administrative Agent or any Bank 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. 


        4.16    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. 


        4.17    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. 


        4.18    Hazardous Materials.    Except as described in Schedule 4.18, (a) neither Borrower nor any of
its Subsidiaries at any time has disposed of, discharged, released or threatened the release of any Hazardous Materials on, from or under the Real Property in violation of any Hazardous Materials Law
that would individually or in the aggregate constitute a Material Adverse Effect, (b) 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, (c) no Real Property or any portion
thereof is or has been utilized by Borrower or any of its Subsidiaries as a site for the manufacture of any Hazardous Materials and (d) to the extent that any Hazardous Materials are used,
generated or stored by Borrower or any of its Subsidiaries on any Real Property, or transported to or from such Real Property by Borrower or any of its Subsidiaries, such use, generation, storage and
transportation are in compliance in all material respects with all Hazardous Materials Laws. 


40





 



        4.19    No Default Under Existing Loan Agreement.    As of the Closing Date, no Default or Event of Default has
occurred and remains continuing under the Existing Loan Agreement. 


        4.20    Liens and Security Interests Under Existing Loan Agreement.    The Obligations constitute Qualified
Obligations within the meaning of the Intercreditor Agreement and are secured by the Collateral Documents referred to in the Intercreditor Agreement on an equal, ratable and  pari passu basis with the
other Qualified Obligations referred to therein. 


 
 

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


        So long as any Advance remains unpaid or any other Obligation remains unpaid, or any portion of the 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 Banks) 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. 



        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 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 Bank, 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, 


41





 




managers, key employees or accountants and, upon request, furnish promptly to the Administrative Agent or any Bank 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 Generally Accepted Accounting Principles, 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 obligations
under the Existing Loan Agreement, (b) to finance design, development and construction expenses associated with Capital Expenditures, Acquisitions and Investments permitted under
Article 6 hereof, and (c) 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 a Collateral Event has occurred (and no Collateral Release has subsequently occurred), security documents encumbering its
Property to the extent required by Sections 2.12 and 6.7). 


        5.9    Hazardous Materials Laws.    Keep and maintain all Real Property and each portion thereof in compliance in all
material respects with all applicable Hazardous Materials Laws and promptly notify the Administrative Agent in writing (attaching a copy of any pertinent written material) of (a) any and all
material enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened in writing by a Governmental Agency pursuant to any applicable Hazardous
Materials Laws, (b) any and all material claims made or threatened in writing by any Person against Borrower or its Restricted Subsidiaries relating to damage, contribution, cost recovery,
compensation, loss or injury resulting from any Hazardous Materials and (c) discovery by any Senior Officer of Borrower or any Co-Borrower of any material occurrence or condition on
Property adjoining or in the vicinity of such Real Property that could reasonably be expected to cause such Real Property or any part thereof to be subject to any restrictions on the ownership,
occupancy, transferability or use of such Real Property under any applicable Hazardous Materials Laws. 


42





 
 
 

Article 6.
  NEGATIVE COVENANTS    
  


        So long as any Advance remains unpaid or any other Obligation remains unpaid, or any portion of the 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 Banks or, if required by
Section 11.2, of all of the Banks) 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 payments of scheduled interest on any Subordinated Obligation in accordance with the subordination terms thereof; and 


        (b)  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 6.8 and 6.9. 




        6.2    Disposition of Property.    Make any Disposition of any Principal Resort Casino Properties, 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. 


        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, 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 this
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 6.8 and 6.9. 


        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    ERISA.    (a) At any time, permit any Pension Plan to (i) engage in any non-exempt
"prohibited transaction" (as defined in Section 4975 of the Code), (ii) fail to comply with ERISA or any other applicable Laws, (iii) incur any material "accumulated funding
deficiency" (as defined in Section 302 of ERISA), or (iv) terminate in any manner, which, with respect to each event listed above, could reasonably be expected to result in a Material
Adverse Effect, or (b) withdraw, completely or partially, from any Multiemployer Plan if to do so could reasonably be expected to result in a Material Adverse Effect. 


43





 



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


        6.7    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 incurred following April 7, 2000 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; 


        (g)  equal,
ratable and pari passu Liens securing the MGM Senior Notes, the Obligations, and the Indebtedness under the Other
Loan Agreement and any other Senior Obligations the incurrence of which is permitted by Section 6.8, plus interest, fees, premium, indemnities, expenses and other amounts which are not
principal relating or payable with respect to such principal amount, on collateral which is not, as of any date of determination, more extensive than the collateral encumbered by the Loan Documents,
and, in any event, Negative Pledges which are not more extensive than the Negative Pledge contained in this Section relating to such other classes of Senior Obligations, and which in any event allow
the Liens in favor of the Administrative Agent and the other Creditors contemplated herein; 


        (h)  Liens
securing the Mirage Senior Notes, plus interest, fees, premium, indemnities, expenses and other amounts which are not principal relating or payable with respect to
such principal amount, (in each case on an equal, ratable and pari passu basis with the Obligations and other Senior Obligations) on collateral which is
not in any event and as of any date of determination, more extensive than the collateral encumbered by the Loan Documents, and Negative Pledges which are not more extensive than the Negative Pledge
contained in this Section relating to the Mirage Senior Notes, and which in any event allow the Liens in favor of the Administrative Agent and the other Creditors contemplated herein; and 


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




provided that this Section shall not be effective to prohibit 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. 


44





 


        6.8    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: 



	Fiscal Quarters Ending
 
	 	Maximum Ratio
	 
	March 31, 2002	 	6.25:1.00	 
	June 30, 2002 and September 30, 2002	 	6:50:1.00	 
	December 31, 2002	 	5.75:1.00	 
	March 31, 2003	 	5.50:1.00	.






        6.9    Interest Charge Coverage Ratio.    Permit the Interest Charge Coverage Ratio as of the last day of any Fiscal
Quarter described below to be less than the ratio set forth opposite that Fiscal Quarter: 



	Fiscal Quarters Ending
 
	 	Minimum Ratio
	 
	March 31, 2002	 	2.25:1.00	 
	June 30, 2002	 	2.15:1.00	 
	September 30, 2002	 	2.25:1.00	 
	December 31, 2002 and March 31, 2003	 	2.50:1.00	.






        6.10    Certain Covenants Contingent Upon Leverage Ratio.    During each Restricted Period, Borrower shall not, and
shall not permit its Restricted Subsidiaries to: 



        (a)  Make
or declare any Distribution consisting of a dividend in Cash or Cash Equivalents to Borrower's shareholders; 


        (b)  Make
or commit to make any Restricted Expenditure which: 



          (i)  to
the extent that the Trigger Date occurs prior to December 31, 2002, and when aggregate with all other Restricted Expenditures made or committed to be made
during the period between the Trigger Date and December 31, 2002, would exceed the sum of (x) $550,000,000 plus  (y) the net cash proceeds to
Borrower (after transactional expenses) from the issuance of equity securities during the period between December 1, 2001 and the
date of the Restricted Expenditure; or 


        (ii)  in
any event, when aggregated with all other Restricted Expenditures made or committed to be made during such period, would exceed, during the four consecutive Fiscal
Quarter period commencing immediately following the Trigger Date, the sum of: 



        (x)  $650,000,000;
plus


        (y)  the
net cash proceeds to Borrower (after transactional expenses) from the issuance of equity securities during the period between December 1, 2001 and the last
day of such period, provided that to the extent that the addition of any such net cash proceeds is required to assure compliance by Borrower with this
covenant, such net cash proceeds may be added only during the first Fiscal Quarter when required and the three immediately succeeding Fiscal Quarters; 





        (c)  Repurchase,
redeem, retire, prepay or acquire, in each case prior to the date when due, any Subordinated Obligations, provided  that Borrower may refinance any Subordinated Obligations to the extent consummated
using the proceeds of other concurrently issued Subordinated Obligations; or 



45







  




        (d)  Enter
into any Guaranty Obligation with respect to Indebtedness which results in the aggregate principal amount of the potential liability of Borrower and its Restricted
Subsidiaries under such Guaranty Obligations entered into during that Restricted Period being in excess of $100,000,000, other than Guaranty Obligations
in respect of new Indebtedness in an amount which is not greater than existing Indebtedness directly refinanced thereby, and then only to the extent that the refinanced Indebtedness has the benefit of
similar Guaranty Obligations. 




        6.11    Investments in the Insurance Subsidiary.    Make Investments in the Insurance Subsidiary in an amount
exceeding $10,000,000 in the aggregate. 


 
 

Article 7.
  
    INFORMATION AND REPORTING REQUIREMENTS    
  



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



        (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 and consolidating balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated and consolidating
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. Such financial statements
shall be certified by a Senior Officer of Borrower as fairly presenting the financial condition, results of operations and cash flows of Borrower and its Subsidiaries in accordance with Generally
Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal
year-end accruals and audit adjustments; 


        (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 and consolidating balance sheet of
Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated and consolidating 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 Generally Accepted
Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report of one of the six 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 Banks, 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 Banks in their good faith business judgment to be adverse to the interests of the Banks. Such accountants' report shall be accompanied by a certificate stating
that, in making the 



46





 





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 6.8 and 6.9, 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 45 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal 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 request by the Administrative Agent or any Bank, copies of any detailed audit reports, management letters or recommendations submitted to the board of
directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any
of them; 


        (f)    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 Banks pursuant to other provisions of this Section; 



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


        (h)  Promptly
after request by the Administrative Agent or any Bank, 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); 



        (i)    As
soon as practicable, and in any event within ten Banking Days after a Senior Officer of Borrower or any Co-Borrower becomes aware of the occurrence of any
(i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or
Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five Banking Days after such
telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Subsidiaries is taking or proposes to take with respect thereto, and, when
known, any action taken by the Internal Revenue Service with respect thereto; 



        (j)    As
soon as practicable, and in any event within two Banking 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 two Banking 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; 



47





 




        (k)  Promptly
upon a Senior Officer of Borrower or any Co-Borrower becoming aware that (i) any Person has commenced a legal proceeding with respect to a
claim against Borrower or any of its Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written
credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Subsidiaries, (iii) any Person has commenced a legal proceeding with respect to a
claim against Borrower or any of its Subsidiaries under a contract that is not a credit agreement or material lease in excess of $25,000,000 or which otherwise may reasonably be expected to result in
a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Subsidiaries on a date certain and such strike would involve more than 100
employees of Borrower or its Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect
to Borrower or any of its Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Subsidiaries are taking or propose to take with respect
thereto; 


        (l)    As
soon as practicable, and in any event by the thirtieth day in the next following month, an operating revenue report for the preceding calendar month with respect to
each operating casino property of Borrower and its Subsidiaries (including the Australia Companies), segmented for each such casino property and otherwise in a form reasonably acceptable to the
Administrative Agent, together with a written narrative statement discussing any significant trends reflected therein signed by a Senior Officer of Borrower; 


        (m)  Promptly
following any Senior Officer of Borrower or any Co-Borrower becoming aware of any change in the credit ratings assigned by Moody's or S&P to the
credit facilities provided hereunder (whether senior secured or senior unsecured) written notice of such change and, if the same will result in a revision to the Debt Rating, a revised Pricing
Certificate setting forth the revised Debt Rating; and 


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




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


48





 
 
 

Article 8.
  
    CONDITIONS    
  



        8.1    Initial Advances on the Closing Date.    The obligation of each Bank 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 Banks, 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 Banks, Borrower, Atlantic City and Detroit; 


        (2)  Notes
executed by Borrower, Atlantic City and Detroit in favor of each Bank, each in a principal amount equal to that Bank's Pro Rata Share of $600,000,000; 



        (3)  with
respect to Borrower, Atlantic City, Detroit and each Guarantor (including Mirage, New York and their respective Subsidiaries), such documentation as the
Administrative Agent may require to establish the due organization, valid existence and good standing of Borrower, Atlantic City, 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; 


        (4)  the
Guaranty executed by each Guarantor which is a Restricted Subsidiary of Borrower; 


        (5)  such
documentation as required by the Intercreditor Agreement in order to designate the obligations evidenced by this Agreement as additional Qualified Obligations
thereunder, including executed amendments to any Collateral Documents (as such term is defined in the Intercreditor Agreement) in order to include the obligations evidenced by this Agreement among the
obligations secured by such Collateral Documents; 


        (6)  the
Opinions; 


        (7)  a
Request for Loan in compliance with Article 2; 


        (8)  the
letter agreement described in Sections 3.3 and 3.5; 



        (9)  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; 


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




49





 





        (11) 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. 


        (g)  The
Closing Date shall have occurred by April 5, 2002. 


        (h)  The
proceeds of the initial Loans shall be used to refinance any outstanding loans under the Existing Loan Agreement. 




        Concurrently
with the making of the initial Loan hereunder, the commitments of those lenders under the Existing Loan Agreement which are not parties to this Agreement shall be deemed
terminated. 


        8.2    Any Increasing Advance.    The obligation of each Bank to make any Advance which would result in an increase to
the aggregate principal amount of the Outstanding Obligations is subject to the following conditions precedent (unless the Requisite Banks, 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 by the Requisite Banks, the
representations and warranties contained in Article 4 (other than Sections 4.4(a), 4.6, 4.8, 4.10, 4.17 and 4.18 (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)  there
shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower or any of its Restricted Subsidiaries or any
Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect; 



        (c)  the
Administrative Agent shall have timely received a Request for Loan in compliance with Article 2 (or telephonic or other request for Loan referred to in the
second sentence of Section 2.1(b), if applicable); and 


        (d)  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 Banks reasonably may require. 



50





 
 
 

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 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 or 3.5, or any portion thereof, within five Banking
Days after the date when due; or fails to pay any other fee or amount payable to the Banks under any Loan Document, or any portion thereof, within five Banking 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 covenants contained in Sections 6.5 or 6.6; or 


        (d)  Borrower
or the Co-Borrowers fail to comply with Section 7.1(j) in any respect that is materially adverse to the interests of the Banks; 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 Banking Days after the giving of notice by the Administrative Agent on behalf of
the Requisite Banks of such Default or (ii) if the nature of the covenant or agreement is such that the violation can be cured, thirty Banking 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 Banks; 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 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 



51





 




        (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 Banks 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 Banks, is materially adverse to the interests of the
Banks; 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)    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 


        (k)  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 


        (l)    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 


        (m)  A
final unstayed judgment is entered by a court of competent jurisdiction that any Subordinated Obligation is not subordinated in accordance with its terms to the
Obligations; or 


        (n)  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 Borrower or any its ERISA Affiliates incurs any withdrawal liability in respect of any Multiemployer Plan which is in an
amount in excess of $50,000,000 which withdrawal liability is not paid or otherwise satisfied within thirty days; or 


        (o)  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(k): 



        (1)  the
Commitment to make Advances and all other obligations of the Creditors and all rights of Borrower, the Co-Borrowers and any other Parties under the Loan
Documents shall 




52





 



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 Banks or the Requisite Banks (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 Banks or Requisite Banks, as the case may be, to reinstate the Commitment and such other obligations and rights and make further Advances, which waiver or
determination shall apply equally to, and shall be binding upon, all the Banks; and 


        (2)  [Reserved];



        (3)  the
Requisite Banks may request the Administrative Agent to, and the Administrative Agent thereupon shall, terminate the Commitment 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(k): 



        (1)  the
Commitment to make Advances 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 expressly waived by Borrower and the Co-Borrowers,  except that all of the Banks may waive the Event of
Default or, without waiving, determine, upon terms and conditions satisfactory to all the Banks, to
reinstate the Commitment and such other obligations and rights and make further Advances, which determination shall apply equally to, and shall be binding upon, all the Banks; 


        (2)  [Reserved];
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 Banks) 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 Banks 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 Banks in the same proportions that the aggregate
Obligations owed to each Bank under the Loan Documents bear to the aggregate Obligations owed under the Loan Documents to all the Banks, without priority or preference among the Banks. Regardless of
how each Bank 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, 



53





 




 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 Bank 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 Banks hereunder or thereunder or at Law or in equity. 



 
 

Article 10.
  
    THE ADMINISTRATIVE AGENT    
  


        10.1    Appointment and Authorization.    Subject to Section 10.8, each Bank hereby irrevocably appoints and
authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof or
are reasonably incidental, as determined by the Administrative Agent, thereto. This appointment and authorization is intended solely for the purpose of facilitating the servicing of the Loans and does
not constitute appointment of the Administrative Agent as trustee for any Bank or as representative of any Bank for any other purpose and, except as
specifically set forth in the Loan Documents to the contrary, the Administrative Agent shall take such action and exercise such powers only in an administrative and ministerial capacity. 


        10.2    Administrative Agent and Affiliates.    Bank of America (and each successor Administrative Agent) has the same
rights and powers under the Loan Documents as any other Bank and may exercise the same as though it were not the Administrative Agent, and the term "Bank" or "Banks" includes Bank of America in its
individual capacity. Bank of America (and each successor Administrative Agent) and its Affiliates may accept deposits from, lend money to and generally engage in any kind of banking, trust or other
business with Borrower, any Subsidiary thereof, or any Affiliate of Borrower or any Subsidiary thereof, as if it were not the Administrative Agent and without any duty to account therefor to the
Banks. Bank of America (and each successor Administrative Agent) need not account to any other Bank for any monies received by it for reimbursement of its costs and expenses as Administrative Agent
hereunder, or for any monies received by it in its capacity as a Bank hereunder. The Administrative Agent shall not be deemed to hold a fiduciary or other special relationship with any Bank and no
implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent. 


        10.3    Proportionate Interest in any Collateral.    The Administrative Agent, on behalf of all the Banks, 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 Banks' 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 Bank) and subject to the application of payments in accordance with Section 9.2(d), each Bank shall have an
interest in the Banks' interest in the collateral or interests therein in the same proportions that the aggregate Obligations owed such Bank under the Loan Documents bear to the aggregate Obligations
owed under the Loan Documents to all the Banks, without priority or preference among the Banks, except that Obligations owed to any Bank under a Related
Swap Agreement shall be secured on an equal, ratable and pari passu basis with all other Obligations up to an amount equal to 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 shall be secured on a subordinate basis as to amounts in
excess of such amount. 


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        10.4    Banks' Credit Decisions.    Each Bank agrees that it has, independently and without reliance upon the
Administrative Agent, any other Creditor or the directors, officers, agents, employees or attorneys thereof, and instead in reliance upon information supplied to it by or on behalf of Borrower and its
Subsidiaries and upon such other information as it has deemed appropriate, made its own independent credit analysis and decision to enter into this Agreement. Each Bank also agrees that it shall,
independently and without reliance upon the Administrative Agent, any other Creditor or the directors, officers, agents, employees or attorneys thereof, continue to make its own independent credit
analyses and decisions in acting or not acting under the Loan Documents. 


        10.5    Action by Administrative Agent.    



        (a)  Absent
actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default has occurred and is continuing,
unless the Administrative Agent has received notice from Borrower and the Co-Borrowers stating the nature of the Default or has received notice from a Bank stating the nature of the
Default and that such Bank considers the Default to have occurred and to be continuing. 


        (b)  The
Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein. 


        (c)  Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume
that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except  that the Administrative Agent shall
be required to act or not act upon the instructions of the Requisite Banks (or of all the Banks, to the extent required by
Section 11.2) and those instructions shall be binding upon the Administrative Agent and all the Banks, provided that the Administrative Agent
shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or could result, in the judgment of the Administrative Agent, in a material risk of
liability to the Administrative Agent. 


        (d)  If
the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Banks and shall
act or not act upon the instructions of the Requisite Banks (or of all the Banks, to the extent required by Section 11.2), provided that the
Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or could result, in the judgment of the Administrative Agent, in a
material risk of liability to the Administrative Agent, and except that if the Requisite Banks (or all the Banks, if required under Section 11.2)
fail, for five Banking Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act
as it deems advisable for the protection of the interests of the Banks. 



        (e)  The
Administrative Agent shall have no liability to any Bank for acting, or not acting, as instructed by the Requisite Banks (or all the Banks, if required under
Section 11.2), notwithstanding any other provision hereof. 




        10.6    Liability of Administrative Agent.    Neither the Administrative Agent nor any of its directors, officers,
agents or employees shall be liable for any action taken or not taken by them under or in connection with the Loan Documents, except for their own gross
negligence or willful misconduct. Without limitation on the foregoing, the Administrative Agent and its directors, officers, agents and employees: 



        (a)  May
treat the payee of any Note as the holder thereof until the Administrative Agent receives notice of the assignment or transfer thereof, in form satisfactory to the
Administrative Agent, signed by the payee, and may treat each Bank as the owner of that Bank's interest in the Obligations for all purposes of this Agreement until the Administrative Agent receives
notice of 



55





 


the assignment or transfer thereof, in form satisfactory to the Administrative Agent, signed by that Bank; 


        (b)  May
consult with legal counsel (including in-house legal counsel), accountants (including
in-house accountants) and other professionals or experts selected by it, or with legal counsel, accountants or other professionals or experts for Borrower and/or its Subsidiaries or the
Banks, and shall not be liable for any action taken or not taken by it in good faith in accordance with any advice of such legal counsel, accountants or other professionals or experts; 



        (c)  Shall
not be responsible to any Bank for any statement, warranty or representation made in any of the Loan Documents or in any notice, certificate, report, request or
other statement (written or oral) given or made in connection with any of the Loan Documents; 


        (d)  Shall
have no duty to ask or inquire as to the performance or observance by Borrower or its Subsidiaries of any of the terms, conditions or covenants of any of the Loan
Documents or to inspect any collateral or the Property, books or records of Borrower or its Subsidiaries; 


        (e)  Will
not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency or value of any Loan Document, any
other instrument or writing furnished pursuant thereto or in connection therewith, or any collateral; 


        (f)    Will
not incur any liability by acting or not acting in reliance upon any Loan Document, notice, consent, certificate, statement, request or other instrument or writing
believed in good faith by it to be genuine and signed or sent by the proper party or parties; and 


        (g)  Will
not incur any liability for any arithmetical error in computing any amount paid or payable by the Borrower or any Subsidiary or Affiliate thereof or paid or payable
to or received or receivable from any Bank under any Loan Document, including, principal, interest, commitment fees, Advances and other amounts;  provided that, promptly upon discovery of such an error in computation, the Administrative Agent, the Banks and (to the extent applicable) Borrower
and/or its Subsidiaries or Affiliates shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not
occurred. 




        10.7    Indemnification.    Each Bank shall, ratably in accordance with its Pro Rata Share (if the Commitment is then
in effect) or in accordance with its proportion of the aggregate Indebtedness then evidenced by the Notes (if the Commitment has then been terminated), indemnify and hold the Administrative Agent and
its directors, officers, agents, employees and attorneys harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever (including, without limitation, attorneys' fees and disbursements and allocated costs of attorneys employed by the
Administrative Agent) that may be imposed on, incurred by or asserted against it or them in such capacity in any way relating to or arising out of the Loan Documents (other than losses incurred by
reason of the failure of Borrower and the Co-Borrowers to pay the Indebtedness represented by the Notes) or any action taken or not taken by it as Administrative Agent thereunder,  except such as result
from its own gross negligence or willful misconduct. Without limitation on the foregoing, each Bank shall reimburse the
Administrative Agent upon demand for that Bank's Pro Rata Share of any out-of-pocket cost or expense incurred by the Administrative Agent in connection with the negotiation,
preparation, execution, delivery, amendment, waiver, restructuring, reorganization (including a bankruptcy reorganization), enforcement or attempted
enforcement of the Loan Documents, to the extent that Borrower, any Co-Borrower or any other Party is required by Section 11.3 to pay that cost or expense but fails to do so upon
demand. Nothing in this Section shall entitle the Administrative Agent to recover any amount from the Banks if and to the extent that such amount has theretofore been recovered from Borrower, and
Co-Borrower or any other Party. To the extent that the Administrative Agent is later reimbursed such cost or expense by 


56





 


Borrower, a Co-Borrower or any other Party, it shall return the amounts paid to it by the Banks in respect of such cost or expense. 


        10.8    Successor Administrative Agent.    The Administrative Agent may, and at the request of the Requisite Banks
shall, resign as Administrative Agent upon thirty days' notice to the Banks and Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement, the Requisite Banks
shall appoint from among the Banks a successor Administrative Agent for the Banks, which successor Administrative Agent shall be approved by Borrower (and such approval shall not be unreasonably
withheld or delayed), provided that, to the extent required by applicable Gaming Laws, the incumbent Administrative Agent shall remain the collateral
agent for the Creditors with respect to any collateral for which a lienholder must be qualified under such Gaming Laws until the new Administrative Agent can be so qualified (but the incumbent
Administrative Agent shall be entitled to the indemnities and other protections provided to the Administrative Agent hereunder in such capacity). 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 Banks and the Borrower, a successor Administrative Agent
from among the Banks. Upon the acceptance of its appointment as successor Administrative Agent hereunder, such successor Administrative Agent shall succeed to all the rights, powers and duties of the
retiring Administrative Agent and the term "Administrative Agent" shall mean such successor Administrative Agent and the retiring Administrative Agent's appointment, powers and duties as
Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article 10, and Sections 11.3, 11.11
and 11.22, 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 (a) the Administrative Agent has not been
paid its agency fees under Section 3.5 or has not been reimbursed for any expense reimbursable to it under Section 11.3, and (b) no successor Administrative Agent has accepted
appointment as Administrative Agent by the date which is thirty days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall
nevertheless thereupon become effective and the Banks shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Banks appoint a successor
Administrative Agent as provided for above. 


        10.9    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 by the Administrative Agent (or an Affiliate or designee thereof) pro rata for the benefit of the Banks 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. 


        10.10    Intercreditor Arrangements; Attornment Agreements.    As of the Closing Date, the Obligations are secured by
the Collateral Documents described in the Intercreditor Agreement. Pursuant to the terms of the Intercreditor Agreement, the Liens of the Collateral Documents may be released in the event that each of
the creditors entitled to the Liens described therein is obligated to release the Liens. It is hereby acknowledged the Liens securing this Agreement and the other Loan Documents are subject to the
terms of the Intercreditor Agreement. The Administrative Agent is hereby irrevocably authorized by the other Creditors to (a) execute any and all documents necessary to effectuate any release
of Liens
required by the Intercreditor Agreement or the Collateral Documents, (b) enter into amendments to the Intercreditor Agreement and the Collateral Documents which are acceptable to the
Administrative Agent for the purpose of administering the Liens granted thereunder, to accomplish the stated purposes thereof or to assure the continued perfection or priority of the Liens thereunder,
and (c) 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, provided in each case that not less than five Banking Days 


57





 




prior to entering into any such arrangement or agreement, the Administrative Agent shall circulate drafts thereof to the Banks, and the Requisite Banks shall not have objected to the form thereof. 


        10.11    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 Banks under
any provision of this Agreement, and Borrower and the Co-Borrowers shall have no liability to the Administrative Agent or any of the Banks in respect of any failure by the Administrative
Agent or any Bank 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
Banks, Borrower's and the Co-Borrowers' obligations to the Banks 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. 


 
 

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 Bank 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 without prejudicing the Administrative Agent's or the Banks' 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 the 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 Banks (and, in the case of any amendment, modification or
supplement of or to any Loan Document to which the 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 Banks, no amendment,
modification, supplement, termination, waiver or consent may be effective: 



        (a)  To
(i) 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 Commitment or the Pro Rata Share of any Bank or (iii) to reduce the amount of any commitment fee payable to any Bank, or any other fee or amount payable to any Bank 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 facility 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 commitment
fee, or to extend the term of the Commitment; 



58











  



        (c)  [Reserved];



        (d)  To
release the Guaranty or any material portion of any collateral for the Obligations except as provided for in the Intercreditor Agreement and as otherwise provided for
herein, provided that if no Default or Event of Default exists, the Administrative Agent may in any event without the consent of any Bank (and shall at
the request of Borrower), (i) release its Lien in any personal property financed or leased by the Borrower or its Subsidiaries and granted a Lien in accordance with Section 6.7(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 the Guaranty executed by,
any Subsidiary which is the subject of a Disposition permitted under Section 6.2 or which has Property having a value of less than $500,000 as of the date of such release,
(iv) subordinate its Lien with respect to any Property which is the subject of a Disposition permitted under 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. 



        (e)  To
amend the provisions of the definitions of "Requisite Banks" 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 Banks. 




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. 



        11.3    Costs, Expenses and Taxes.    Borrower and the Co-Borrowers shall pay within five Banking Days
after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lead Arranger in connection with the negotiation, preparation, syndication,
execution and delivery of the Loan Documents and any amendment thereto or waiver thereof. Borrower and the Co-Borrowers shall also pay on demand, accompanied by an invoice therefor, the
reasonable costs and expenses of the Creditors in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization)
and enforcement or attempted enforcement of the Loan Documents, and
any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other
out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel (including  reasonably allocated costs of legal counsel employed by the such costs and expenses are incurred
or suffered by the Administrative Agent or any Bank in connection with or
during the course of any bankruptcy or insolvency proceedings of Borrower or any Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan
Document requested by Borrower or the Co-Borrowers, the administrative costs of the Administrative Agent reasonably attributable thereto. Borrower and the Co-Borrowers shall
pay any and all documentary and other taxes, excluding (i) 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 Bank by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar
Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business", (ii) 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 (iii) 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 


59





 




transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in 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 Bank under this Section shall bear interest from the second Banking Day following the date of demand for
payment at the Default Rate. 


        11.4    Nature of Banks' Obligations.    The obligations of the Banks hereunder are several and not joint or joint and
several. 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 Banks a
partnership, an association, a joint venture or other entity, either among themselves or with the Borrower, the Co-Borrowers or any Affiliate of Borrower. Each Bank'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 Banks of their obligations to
make initial Advances. A default by any Bank will not increase the Pro Rata Share of any other Bank. Any Bank not in default may, if it desires, assume in such proportion as the nondefaulting Banks
agree the obligations of any Bank 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 Banks to assume the
obligations of a Bank in default or to obtain another Bank, reasonably satisfactory to Borrower and the Co-Borrowers, to replace such a Bank in default. 



        11.5    Survival of Representations and Warranties.    All representations and warranties contained herein or in any
other Loan Document, or in any certificate or other writing delivered by or on behalf of any one or more of the Parties to any Loan Document, will survive the making of the Loans hereunder and the
execution and delivery of the Notes, and have been or will be relied upon by the Administrative Agent
and each Bank, notwithstanding any investigation made by the Administrative Agent or any Bank or on their behalf. 


        11.6    Notices.    Except as otherwise expressly provided in the Loan Documents, all notices, requests, demands,
directions and other communications provided for hereunder or under any other Loan Document must be in writing and must be mailed, telegraphed, telecopied, dispatched by commercial courier or
delivered to the appropriate party at the address set forth on the signature pages of this Agreement or other applicable Loan Document or, as to any party to any Loan Document, at any other address as
may be designated by it in a written notice sent to all other parties to such Loan Document in accordance with this Section. 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 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. Except as otherwise expressly provided in any Loan Document, if any notice, request, demand, direction or other communication
required or permitted by any Loan Document is given by mail it will be effective on the earlier of receipt or the fourth Banking Day after deposit in the United States mail with first class or airmail
postage prepaid; if given by telegraph or cable, when delivered to the telegraph company with charges prepaid; if given by telecopier, when sent; if dispatched by commercial courier, on the scheduled
delivery date; or if given by personal delivery, when delivered. 



        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 


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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 Banks. Each Bank 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 Bank). Any Bank
may at any time pledge its Notes or any other instrument evidencing its rights as a Bank under this Agreement to a Federal Reserve Bank, but no such pledge shall release that Bank from its obligations
hereunder or grant to such Federal Reserve Bank the rights of a Bank hereunder absent foreclosure of such pledge. 


        (b)  From
time to time, each Bank may assign to one or more Eligible Assignees, Affiliates of such Bank or a Related Fund of any Bank all or any portion of its Pro Rata
Share, provided that (i) such Eligible Assignee, if not then a Bank, a Related Fund of any Bank or an Affiliate of the assigning Bank, 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) such assignment shall be evidenced by an Assignment Agreement, a copy of which shall be furnished to the Administrative Agent as hereinbelow provided,
(iii) except in the case of an assignment to an Affiliate of the assigning Bank, to another Bank, to a Related Fund of any Bank or of the entire
remaining Commitment of the assigning Bank, the assignment shall not assign a Pro Rata Share that is less than $1,000,000, unless otherwise consented to by the Administrative Agent and the Borrower,
(iv) the effective date of any such assignment shall be as specified in the Assignment Agreement, but not earlier than the date which is five Banking Days after the date the Administrative
Agent has received the Assignment Agreement, (v) such assignment shall be of a constant and non-varying percentage of the Pro Rata Share of the assigning Bank, and (vi) the
assignor Bank shall have paid a $3,500 assignment fee to the Administrative Agent. Upon the effective date of such Assignment Agreement, the Eligible Assignee named therein shall be a Bank 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 Bank 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 Bank to Borrower of its Note) to such assignee Bank, a Note evidencing that
assignee Bank's Pro Rata Share, and to the assigning Bank, a Note evidencing the remaining balance Pro Rata Share retained by the assigning Bank. 


        (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 Bank 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 Bank has made no representation or warranty and assumes no responsibility with respect to the financial condition of
Borrower or its 



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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 Bank 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 Bank. 


        (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 Banks and the Pro Rata Share held by each Bank, giving effect to each Assignment Agreement. The Register shall be available during normal business hours for inspection
by Borrower, the Co-Borrowers or any Bank upon reasonable prior notice to the Administrative Agent. Borrower, the Co-Borrowers and the Creditors shall deem and treat the
Persons listed as Banks 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 Bank 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 Bank shall be conclusive and binding on any subsequent
holder, assignee or transferee of the corresponding Pro Rata Share. 


        (e)  Each
Bank may from time to time grant participations to one or more Persons which would qualify as Eligible Assignees
(including another Bank) in a portion of its Pro Rata Share; provided, however, that (i) such
Bank's obligations under this Agreement shall remain unchanged, (ii) such Bank 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 Bank hereunder for any purpose except, if the participation
agreement so provides, for the purposes of Sections 3.6, 3.7, 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 Bank absent the participation, (iv) Borrower, the Co-Borrowers, the Administrative Agent
and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement, (v) the participation interest shall be
expressed as a percentage of the granting Bank's Pro Rata Share as it then exists and shall not restrict an increase in the Commitment, or in the granting Bank'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 Banks,
(B) reduce the rate of interest on the Notes, any fee or any other monetary amount payable to the Banks, (C) reduce the amount of any installment of principal due under the Notes,
(D) release the Guaranty, or (E) change the definition of "Requisite Banks." 


        (f)    Notwithstanding
anything in this Section to the contrary, the rights of the Banks to make assignments of, and grant participations in, their Pro Rata Shares of the
Commitment shall be 



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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 Bank (a "Granting Bank") may grant to one or more SPC's established or maintained by that Granting Bank
the option to provide all or any part of any Loan or Advance that such Granting Bank would otherwise be obligated to make
pursuant to Sections 2.1, 2.2 or 2.3, 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 Bank 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 Bank, and each SPC shall be subject to all of the restrictions upon the Granting Bank herein contained. Each SPC shall be conclusively presumed to have made
arrangements with its Granting Bank 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 Bank with respect to Loans and Advances made by or through its SPC. The making of a Loan
by a SPC hereunder shall utilize the Commitment of the Granting Bank to the same extent, and as if, such Loan were made by the Granting Bank. 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 Bank). 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, provided that the Granting Bank 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, the 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 Bank 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 Bank 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
Bank (but in each case only with the consent of the Requisite Banks) 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 Bank 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 Bank, through any means,
receives in payment of the Obligations held by that Bank, then, subject to applicable Laws: (a) the 


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Bank 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 Bank a
participation in the Obligations held by the other Bank and shall pay to the other Bank a purchase
price in an amount so that the share of the Obligations held by each Bank 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 Banks share any payment obtained in respect of the Obligations ratably in accordance with each Bank'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 Bank 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 Bank 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 Bank were the original owner of the
Obligations purchased. Borrower and each Co-Borrower expressly consents to the foregoing arrangements and agrees that any Bank 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 Bank were the original owner of the Obligation purchased. 



        11.11    Indemnity by Borrower and the Co-Borrowers.    Borrower and each Co-Borrower jointly
and severally agrees to indemnify, save and hold harmless the Administrative Agent and each Bank and their Affiliates and their directors, officers, agents, attorneys and employees (collectively the
"Indemnitees") from and against: (a) any and all claims, demands, actions or causes of action
(except a claim, demand, action, or cause of action for any amount excluded from the definition of "Taxes" in Section 3.11(d)) if the claim,
demand, action or cause of action arises out of or relates to any act or omission (or alleged act or omission) of Borrower, its Subsidiaries or any of their officers, directors or stockholders
relating to the Commitment, the use or contemplated use of proceeds of any Loan, or the relationship of Borrower, the Co-Borrowers and the Banks under this Agreement; (b) any
administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any
and all liabilities, losses, costs or expenses (including reasonable attorneys' fees and the reasonably allocated costs of attorneys employed by any
Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of
action; provided that no Indemnitee shall be entitled to indemnification under this Section for any loss caused by its own gross negligence or willful
misconduct or for any loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower
and the Co-Borrowers, but the failure to so promptly notify Borrower and the Co-Borrowers shall not affect their obligations under this Section unless such failure materially
prejudices Borrower's and the Co-Borrowers' right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall,
if requested by Borrower and the Co-Borrowers in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower and the
Co-Borrowers to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrower or any Co-Borrower may be liable
for payment of indemnity hereunder shall give Borrower and the Co-Borrowers written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or
compromising such claim or proceeding and shall obtain Borrower's and each Co-Borrowers prior consent (which shall not 


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be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section against more than one Indemnitee, all such Indemnitees shall be
represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees and
reasonably acceptable to Borrower and the Co-Borrowers; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a
conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees,
then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each Indemnitee shall be entitled to separate
representation by legal counsel selected by that Indemnitee and reasonably acceptable to Borrower and the Co-Borrowers, with all such legal counsel using reasonable efforts to avoid
unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all
times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). 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 Loans and the payment and
performance of all other Obligations owed to the Banks. 


        11.12    Nonliability of the Banks.    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 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 Banks 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 Banks shall under any circumstance be construed to be partners or joint venturers of Borrower or its Affiliates; neither the Administrative Agent nor the Banks shall under
any circumstance be deemed to be in a relationship of confidence or trust or a 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 Banks 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. 



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        11.13    No Third Parties Benefitted.    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 Bank 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 Banks (or, subject to appropriate
confidentiality restrictions, Affiliates of any Bank); (b) to legal counsel and accountants for Borrower and the Co-Borrowers or any Bank; (c) to other professional advisors
to Borrower and the Co-Borrowers or any Bank, 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 Bank; (e) to any Gaming Board having regulatory jurisdiction over Borrower or its Subsidiaries, provided that each Bank 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 Bank 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 Bank'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 Bank, 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. 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 Banks
or the Administrative Agent, do, execute and deliver such further acts and documents as the Requisite Banks or the Administrative Agent from time to time reasonably require for the assuring and
confirming unto the Banks 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 and 3.5, 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 


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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 Banks and Participants.    Each Bank that is incorporated or otherwise organized under the Laws of a
jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), within twenty
(20) days after the Closing Date (or after accepting an assignment or receiving a participation interest herein pursuant to Section 11.8, if applicable) two duly completed copies, signed
by a Responsible Official, of either Form 1001 (relating to such Bank and entitling it to a complete exemption from withholding on all payments to be made to such Bank by Borrower and the
Co-Borrowers pursuant to this Agreement) or Form 4224 (relating to all payments to be made to such Bank by Borrower and the Co-Borrowers pursuant to this Agreement) of
the United States Internal Revenue Service or such other evidence (including, if reasonably necessary, Form W-9), or any successor
form(s), satisfactory to Borrower and the Co-Borrowers and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Bank. Thereafter
and from time to time, each such Bank shall upon request by Borrower and the Co-Borrowers (a) promptly submit to Borrower and the Co-Borrowers (with
a copy 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, the Co-Borrowers and the
Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Bank by Borrower and the Co-Borrowers pursuant to this
Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Bank, and as may be reasonably necessary (including the
re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower and the Co-Borrowers make any deduction or withholding for
taxes from amounts payable to such Bank. In the event that Borrower, the Co-Borrowers or the Administrative Agent become aware that a participation has been granted pursuant to
Section 11.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the
District of Columbia, then, upon request made by Borrower, the Co-Borrowers or the Administrative Agent to the Bank which granted such participation, such Bank shall cause such participant
financial institution to deliver the same documents and information to Borrower, the Co-Borrowers and the Administrative Agent as would be required under this Section if such financial
institution were a Bank. 


        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 Banks (and any successor to a Bank) 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 Bank, 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 


67





 




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 Bank or a representative of a Bank), 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 H), the liability of Detroit shall be limited to that portion of the Obligations which are used, directly or indirectly, to finance the
design, development, construction or operation of the Detroit Project or 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 4.18 and 5.9) 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 Loans and the payment
and performance of all other Obligations owed to the Banks. 


        11.23    Gaming Boards.    The Administrative Agent and each of the Banks 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 (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 Banks required by Section 11.2, or (v) as otherwise expressly required by the Loan Documents. If the
collateral so released consists of capital stock of a Subsidiary, then the Administrative Agent shall concurrently also release such Subsidiary from its obligations under the Guaranty. Upon the
request of the Administrative Agent, each Bank shall promptly provide written confirmation of the authority of the Administrative Agent to release such Liens 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 Commitment, (b) the full and final payment in Cash of the Loans, all interest and fees with respect thereto,
(c) the payment of all amounts then demanded by any Bank or indemnitee under Sections 3.6, 3.7, 11.11 and 11.22 and (d) the payment of all other amounts then due under the Loan
Documents, the Administrative Agent is hereby authorized by the Banks 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 


68





 




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 Bank.    Borrower and the Co-Borrowers shall have the right to remove a Bank as a
party to this Agreement in accordance with this Section (a) under the circumstances set forth in Sections 2.10, 3.6, 3.7(g) and 3.11(d) and (b) if such Bank is the subject of a
Disqualification. If Borrower and the Co-Borrowers are entitled to remove a Bank pursuant to this Section either: 




        (x)  Upon
notice from Borrower and the Co-Borrowers, the Bank being removed shall execute and deliver a Assignment Agreement covering that Bank'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 payment of a purchase price by such Eligible Assignee equal to all principal and accrued interest, fees and other amounts payable to such Bank under this Agreement through the
date of assignment; or 


        (y)  Except
in the case of the removal of a Bank pursuant to Section 2.10, Borrower and the Co-Borrowers may reduce the Commitment pursuant to
Section 2.8 (and, for this purpose, the numerical requirements of such Section shall not apply) by an amount equal to that Bank's Pro Rata Share, pay and provide to such Bank the amounts,
assurances and indemnities described in subclauses (i) and (ii) of clause (x) above and release such Bank 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,  provided that, anything to the contrary herein
notwithstanding (including Exhibit H), the liability of Detroit shall be limited to that portion
of the Obligations which are used, directly or indirectly, to finance the design, development, construction or operation of the Detroit Project or 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 H, 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. The parties hereto further acknowledge that neither
Mr. Kerkorian or Tracinda Corporation shall have any liability whatsoever with respect to this Agreement. Accordingly, the parties hereto hereby agree that in the event (i) there is any
alleged breach or default or breach or default by any Party under this Agreement or any such Loan Document, or (ii) any party hereto has or may have 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.    If and to the extent that the capital stock of any Person which holds a gaming license is
pledged to the Administrative Agent, the Administrative Agent 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 stock within the State of Nevada at a location designated to the Nevada State Gaming Control Board, (b) in the case of any Person holding a gaming license from 


69





 




other jurisdiction, shall retain possession of such pledged stock at a location in that jurisdiction designated to the Gaming Board of that jurisdiction, if so required by the Gaming Board of that
jurisdiction. 


        11.30    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 PARTY 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 SOUNDING 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. 


        11.31    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 BANK THAT DOES NOT COMPLY WITH SECTION 11.2 TO EFFECT AN AMENDMENT, MODIFICATION, WAIVER OR SUPPLEMENT TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS. 


[Remainder
of this page left blank—signature pages follow] 


70








        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

MGM GRAND ATLANTIC CITY, INC., a New Jersey corporation

and

MGM GRAND DETROIT, LLC, a Delaware limited liability

company
	

 	
 	

By:	

MGM Grand Detroit, Inc., a Delaware corporation managing member
	

 	
 	

By:	

/s/  BRYAN WRIGHT      
 Bryan Wright, Vice President—Assistant General Counsel and Assistant Secretary of the Borrower and Assistant
Secretary of each Co-Borrower
	

 	
 	

Address for Borrower and each Co-Borrower:
	

 	
 	

3600 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Attn: James J. Murren, President and Chief Financial Officer
	

 	
 	

Telecopier: (702) 693-7628

Telephone: (702) 693-8877
	

 	
 	

With a copy to:
	

 	
 	

Gary N. Jacobs, General Counsel

MGM MIRAGE

3600 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Telecopier: (702) 693-7628

Telephone: (702) 693-7129







	

 	
 	

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

 	
 	

By:	

/s/  JANICE HAMMOND      
 Janice Hammond, Vice President
	

 	
 	

Address for notices:
	

 	
 	

Bank of America, N.A.

Agency Management Services

CA9-706-17-54 555

South Flower Street, 17th Floor

Los Angeles, California 90071

Attn: Janice Hammond, Vice President

Telecopier: (213) 345-1213

Telephone: (213) 345-1210
	

 	
 	

With a copy to:
	

 	
 	

Bank of America, N.A.

CA9-706-17-54

555 South Flower Street, 17th Floor

Los Angeles, California 90071

Attn: William S. Newby, Managing Director

Telecopier: (213) 345-1214

Telephone: (213) 345-1194
	

 	
 	

BANK OF AMERICA, N.A., as a Bank
	

 	
 	

By:	

/s/  SCOTT L. FABER      
 Scott L. Faber, Managing Director
	

 	
 	

Address for notices:
	

 	
 	

Bank of America, N.A.

CA9-706-17-54

555 South Flower Street, 17th Floor

Los Angeles, California 90071

Attn: Scott L. Faber, Managing Director

Telecopier: (213) 345-1215

Telephone: (213) 345-1196








	

 	
 	

COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
	

 	
 	

By:	

/s/  CHRISTIAN JAGENBERG      

	 	 	Name:	Christian Jagenberg

	 	 	Title:	SVP and Manager

	

 	
 	

By:	

/s/  WERNER SCHMIDBAUER      

	 	 	Name:	Werner Schmidbauer

	 	 	Title:	SVP

	

 	
 	

Address for Notices:
	

 	
 	

Commerzbank AG





	

 	
 	

633 West Fifth Street, Suite 6600

Los Angeles, CA 90071
	 	 	Attention:	Mr. Werner Schmidbauer
	 	 	Telecopier:	(213) 623-0039
	 	 	Telephone:	(213) 683-5413





	

 	
 	

DEUTSCHE BANK TRUST COMPANY AMERICAS
	

 	
 	

By:	

/s/  STEVEN P. LAPHAM      

	 	 	Name:	Steven P. Lapham

	 	 	Title:	Director

	

 	
 	

Address for Notices:





	

 	
 	

DEUTSCHE BANK TRUST COMPANY AMERICAS

31 West 52nd Street, 7th Floor

New York, NY 10019
	 	 	Attention:	George Reynolds
	 	 	Telecopier:	(646) 324-7450
	 	 	Telephone:	(646) 324-2112











	

 	
 	

THE BANK OF NOVA SCOTIA
	

 	
 	

By:	

/s/  KATE PIGOTT      

	 	 	Name:	Kate Pigott

	 	 	Title:	Director

	

 	
 	

Address for Notices:





	

 	
 	

The Bank of Nova Scotia

580 California Street

San Francisco, CA 94104
	 	 	Attention:	Alan Pendergast
	 	 	Telecopier:	(415) 397-0791
	 	 	Telephone:	(415) 616-4155







	

 	
 	

CITIBANK, N.A.
	

 	
 	

By:	

/s/  HENRY J. MATTHEWS      

	 	 	Name:	Henry J. Matthews

	 	 	Title:	Vice President

	

 	
 	

Address for Notices:





	

 	
 	

Citibank, N.A.

399 Park Avenue

New York, NY 110043
	 	 	Attention:	 
	 	 	 	

	 	 	Telecopier:	 
	 	 	 	

	 	 	Telephone:	 
	 	 	 	










	

 	
 	

BARCLAYS BANK PLC
	

 	
 	

By:	

/s/  BENJAMIN SHIH      

	 	 	Name:	Benjamin Shih

	 	 	Title:	Associate Director

	

 	
 	

Address for Notices:





	

 	
 	

Barclays Bank PLC

101 California Street, Suite 1800

San Francisco, CA 94111
	 	 	Attention:	Benjamin Shih
	 	 	Telecopier:	(415) 765-4760
	 	 	Telephone:	(415) 765-4705





	

 	
 	

CIBC INC.
	

 	
 	

By:	

/s/  DEAN J. DECKER      

	 	 	Name:	Dean J. Decker

	 	 	Title:	Managing Director

	 	 	 	CIBC World Markets Corp., As Agent

	

 	
 	

Address for Notices:





	

 	
 	

CIBC Inc.

10880 Wilshire Blvd., Suite 1700

Los Angeles, CA 90024
	 	 	Attention:	Dean J. Decker
	 	 	Telecopier:	(310) 446-3610
	 	 	Telephone:	(310) 446-3545









	

 	
 	

SOCIÉTÉ GÉNÉRALE
	

 	
 	

By:	

/s/  THOMAS K. DAY      

	 	 	Name:	Thomas K. Day

	 	 	Title:	Managing Director

	

 	
 	

Address for Notices:





	

 	
 	

Société Générale

Four Embarcadero Center, 12th Floor

San Francisco, CA 94111
	 	 	Attention:	Mary D. Brickley
	 	 	Telecopier:	415-989-9922
	 	 	Telephone:	415-646-7328









	

 	
 	

WELLS FARGO, N.A.
	

 	
 	

By:	

/s/  VIRGINIA S. CHRISTENSON      

	 	 	Name:	Virginia S. Christenson

	 	 	Title:	Vice President/Relationship Manager

	

 	
 	

Address for Notices:





	

 	
 	

Wells Fargo, N.A.

3800 Howard Hughes Parkway, 4th Floor

Las Vegas, NV 89109
	 	 	Attention:	Virginia Christenson
	 	 	Telecopier:	(702) 791-6324
	 	 	Telephone:	(702) 791-6365





	

 	
 	

COMERICA BANK
	

 	
 	

By:	

/s/  EOIN P. COLLINS      

	 	 	Name:	Eoin P. Collins

	 	 	Title:	Vice President

	 	 	Date:	4/3/02

	

 	
 	

Address for Notices:





	

 	
 	

Comercia Bank

3980 Howard Hughes Parkway

Suite 350

Las Vegas, NV 89109
	 	 	Attention:	Eoin P. Collins
	 	 	Telecopier:	702.791.2371
	 	 	Telephone:	702.791.4802









	

 	
 	

FLEET NATIONAL BANK
	

 	
 	

By:	

/s/  JOHN T. HARRISON      

	 	 	Name:	John T. Harrison

	 	 	Title:	Senior Vice President

	

 	
 	

Address for Notices:





	

 	
 	

Fleet National Bank

1300 Atlantic Ave.

Atlantic City, NJ 08401
	 	 	Attention:	 
	 	 	 	

	 	 	Telecopier:	 
	 	 	 	

	 	 	Telephone:	 
	 	 	 	






	

 	
 	

JPMORGAN CHASE BANK
	
 	
 	

By:	

/s/  JOHN F. MIX      

	 	 	Name:	John F. Mix

	 	 	Title:	Vice-President

	

 	
 	

Address for Notices:





	

 	
 	


	 	 	

	 	 	

	 	 	Attention:	 
	 	 	 	

	 	 	Telecopier:	 
	 	 	 	

	 	 	Telephone:	 
	 	 	 	










	

 	
 	

THE BANK OF NEW YORK
	

 	
 	

By:	

/s/  MEHRASA RAYGANI      

	 	 	Name:	Mehrasa Raygani

	 	 	Title:	Vice President

	

 	
 	

Address for Notices:





	 	 	The Bank of New York

One Wall Street, 22nd Floor

New York, NY 10286
	 	 	Attention:	Dawn Hertling
	 	 	Telecopier:	212 635 6399/6877
	 	 	Telephone:	212 635 6742





	

 	
 	

WACHOVIA BANK, NATIONAL ASSOCIATION
	

 	
 	

By:	

/s/  LAURA B. SMITH      

	 	 	Name:	Laura B. Smith

	 	 	Title:	Vice President

	

 	
 	

Address for Notices:





	

 	
 	

Wachovia Bank, National Association

301 S. College St DC-5

Charlotte, NC 28288
	 	 	Attention:	Laura Smith
	 	 	Telecopier:	(704) 383-7611
	 	 	Telephone:	(704) 383-9332









	

 	
 	

U.S. BANK NATIONAL ASSOCIATION
	

 	
 	

By:	

/s/  SCOTT J. BELL      

	 	 	Name:	Scott J. Bell

	 	 	Title:	Vice President

	

 	
 	

Address for Notices:





	

 	
 	

U.S. Bank National Association

555 S.W. Oak Street, PL-7

Portland, Oregon 97204
	 	 	Attention:	David Richoux
	 	 	Telecopier:	(503) 275-4600
	 	 	Telephone:	(503) 275-4560





	

 	
 	

STANDARD FEDERAL BANK
	

 	
 	

By:	

/s/  ANNETTE GORDON      

	 	 	Name:	Annette Gordon

	 	 	Title:	First Vice President

	

 	
 	

Address for Notices:





	

 	
 	

Standard Federal Bank

2600 West Big Beaver Road

Troy, Michigan 48084
	 	 	Attention:	Annette Gordon
	 	 	Telecopier:	(248) 822-5705
	 	 	Telephone:	(248) 637-5003









	

 	
 	

BNP PARIBAS
	

 	
 	

By:	

/s/  JANICE S. H. HO      

	 	 	Name:	Janice S. H. Ho

	 	 	Title:	Director

	

 	
 	

By:	

/s/  CLIVE BETTLES      

	 	 	Name:	Clive Bettles

	 	 	Title:	Managing Director

	

 	
 	

Address for Notices:





	

 	
 	

BNP Paribas

725 S. Figueroa St., Suite 2090

Los Angeles, CA 90017
	 	 	Attention:	Janice S. H. Ho
	 	 	Telecopier:	(213) 488-9602
	 	 	Telephone:	(213) 488-9120





	

 	
 	

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
	

 	
 	

By:	

/s/  GERALDINE HANNON      

	 	 	Name:	Geraldine Hannon

	 	 	Title:	Authorised Signatory

	

 	
 	

By:	

/s/  MAURICE FITZGERALD      

	 	 	Name:	Maurice Fitzgerald

	 	 	Title:	Authorised Signatory

	

 	
 	

Address for Notices:





	

 	
 	

Bank of Ireland

International Financial Services Centre

Dublin 1, Ireland
	 	 	Attention:	Charmaine Smith
	 	 	Telecopier:	+ 353 1 829 0129
	 	 	Telephone:	+ 353 1 611 5393









	

 	
 	

OAK BROOK BANK
	

 	
 	

By:	

/s/  HENRY WESSEL      

	 	 	Name:	Henry Wessel

	 	 	Title:	VP

	

 	
 	

Address for Notices:





	

 	
 	

OAK BROOK BANK

1400 16th Street

Oak Brook, IL 60523
	 	 	Attention:	Henry Wessel
	 	 	Telecopier:	(630) 571-1698
	 	 	Telephone:	(630) 571-1050





	

 	
 	

THE PEOPLES BANK
	

 	
 	

By:	

/s/  CHEVIS C. SWETMAN      

	 	 	Name:	Chevis C. Swetmanl

	 	 	Title:	President & CEO

	

 	
 	

Address for Notices:





	

 	
 	

The Peoples Bank P.O. Box 529

152 Lameuse Street

Biloxi, MS 39533-0529
	 	 	Attention:	Chevis C. Swetman
	 	 	Telecopier:	(228) 435-8417
	 	 	Telephone:	(228) 435-8205









	

 	
 	

LAND BANK OF TAIWAN
	

 	
 	

By:	

/s/  MAYER CHEN      

	 	 	Name:	Mayer Chen

	 	 	Title:	SVP & General Manager

	

 	
 	

Address for Notices:





	

 	
 	

Land Bank of Taiwan

811 Wilshire Blvd., Suite 1900

Los Angeles, CA 90017
	 	 	Attention:	Jonathan Kuo
	 	 	Telecopier:	213-532-3766
	 	 	Telephone:	213-532-3789








  



 
 

SCHEDULE 4.3    
  


None. 


1






  



 
 

SCHEDULE 4.7    
  


        Existing Liens and Negative Pledges



        Liens
securing the loan agreement of MGM Grand Detroit II, LLC, as borrower, and a syndicate of lenders led by Bank of America, N.A. and Negative Pledges related thereto. 


1






  



 
 

SCHEDULE 4.18    
  


None. 


1









QuickLinks



EXHIBIT 10.3


SECOND AMENDED AND RESTATED 364-DAY LOAN AGREEMENT Dated as of April 5, 2002 among MGM MIRAGE, as Borrower MGM GRAND ATLANTIC CITY, INC. and MGM GRAND DETROIT, LLC as Co-Borrowers

The Banks, Syndication Agent, Documentation Agents, Co-Documentation Agents, Co-Agents and Managing Agents herein named and BANK OF AMERICA, N.A. as Administrative Agent BANC OF AMERICA SECURITIES LLC Lead
Arranger and Sole Book Manager


TABLE OF CONTENTS


SECOND AMENDED AND RESTATED 364-DAY LOAN AGREEMENT Dated as of April 5, 2002

Article 1. DEFINITIONS AND ACCOUNTING TERMS



Article 2. LOANS


Article 3. PAYMENTS AND FEES


Article 4. REPRESENTATIONS AND WARRANTIES

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

Article 6. NEGATIVE COVENANTS


Article 7. INFORMATION AND REPORTING REQUIREMENTS

Article 8. CONDITIONS

Article 9. EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT

Article 10. THE ADMINISTRATIVE AGENT

Article 11. MISCELLANEOUS



SCHEDULE 4.3


SCHEDULE 4.7


SCHEDULE 4.18