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AMENDED
AND RESTATED 364-DAY LOAN AGREEMENT

Dated as of April 6, 2001 


among



MGM
MIRAGE,

as Borrower 


MGM
GRAND ATLANTIC CITY, INC.

and

MGM GRAND DETROIT, LLC

as Co-Borrowers 


The
Banks, Syndication Agent, Documentation Agents and Co-Documentation 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	 	21
	 	1.3	 	Accounting Terms—Fiscal Periods	 	21
	 	1.4	 	Rounding	 	21
	 	1.5	 	Exhibits and Schedules	 	21
	 	1.6	 	Miscellaneous Terms	 	21
	

Article 2	
 	

 
	 	 	LOANS	 	22
	 	2.1	 	Loans—General	 	22
	 	2.2	 	Base Rate Loans	 	23
	 	2.3	 	Eurodollar Rate Loans	 	23
	 	2.4	 	[Reserved]	 	23
	 	2.5	 	[Reserved]	 	23
	 	2.6	 	[Reserved]	 	23
	 	2.7	 	Co-Borrowers	 	23
	 	2.8	 	Voluntary Reduction of Commitment	 	24
	 	2.9	 	Optional Termination of Commitment	 	24
	 	2.10	 	Extension of Maturity Date	 	24
	 	2.11	 	Administrative Agent's Right to Assume Funds Available for Advances	 	25
	 	2.12	 	Release and Reattachment of Collateral	 	25
	 	2.13	 	Senior Indebtedness	 	26
	 	2.14	 	Optional Increases to the Commitment	 	26
	

Article 3	
 	

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

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	 	37
	 	4.4	 	Subsidiaries	 	38
	 	4.5	 	Financial Statements	 	38
	 	4.6	 	No Other Liabilities; No Material Adverse Changes	 	38
	 	4.7	 	Title to Property	 	38
	 	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	 	40
	

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	 	41
	 	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
	

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
	 	9.2	 	Remedies Upon Event of Default	 	52
	

Article 10	
 	

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

Article 11	
 	

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









	Exhibits
	A	—	 	Assignment Agreement
	B	—	 	Assumption Agreement
	C	—	 	Note
	D	—	 	[Reserved]
	E	—	 	[Reserved]
	F	—	 	[Reserved]
	G	—	 	Compliance Certificate
	H	—	 	Pricing Certificate
	I	—	 	Reserved
	J	—	 	Request for Loan
	K	—	 	Joint Borrower Provisions
	
Schedules
	

4.3	

 	
 	

Governmental Approvals
	4.4	 	 	Subsidiaries
	4.7	 	 	Existing Liens and Negative Pledges
	4.17	 	 	Projections
	4.18	 	 	Environmental Matters








  



AMENDED AND RESTATED 364-DAY LOAN AGREEMENT  


Dated as of April 6, 2001 


    This
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"), Bankers Trust Company, as Syndication Agent, Citibank, N.A. and
Commerzbank AG, as Documentation Agents, CIBC World Markets, Société Générale, The Bank of Nova Scotia, and Merrill Lynch Capital Corp., as
Co-Documentation Agents, Comerica Bank, as Co-Agent, Fleet Bank, N.A., as Managing Agent 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 a 364-Day Loan Agreement dated as of April 10, 2000 (as heretofore amended, the
"Existing Loan Agreement"), which provided for a $1,000,000,000 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 $800,000,000 (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 Lenders party to the Existing Loan Agreement have elected not to renew their lending commitment to Borrower, Atlantic City and Detroit thereunder,
and certain new Lenders shall become party hereto concurrently herewith. Those Lenders executing this Agreement are the Lenders 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. 


    "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. 



1





 


    "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, provided that as of the first Fiscal Quarter ending
following the Closing Date, only calendar months ending following the Closing Date shall be considered in computing this average. 


    "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. 


    "Base Rate" means, as of any date of determination, the rate per annum (rounded upwards, if necessary, 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. 



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






    "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 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 




3





 



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. 


    "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 



4





 


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-Agent" has the meaning set forth in the Preamble to this Agreement. The Co-Agent shall have no duties under
this Agreement or the Loan Documents other than those arising in its capacity as a Bank. 


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


    "Co-Documentation Agents" have the meanings set forth in the Preamble to this Agreement. The Co-Documentation
Agents shall have no duties under this Agreement or the Loan Documents other than those arising in their capacity as a Bank. 


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



    "Collateral Event" means the occurrence 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 11.27, or any increase thereto
pursuant to Section 2.14, $800,000,000. 


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


    "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. 



5





 


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


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


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



    "Deposit Account" means the following accounts located at Bank of America, Nevada ABA #122400724 (a) as to Borrower, account
no. 990063133 with Bank of America, (b) as to Atlantic City, account no. 990112948 with Bank of America, (c) as to Detroit, account no. 990126617 with Bank of
America, and (d) as to each other Co-Borrower, a deposit account to be maintained by that Co-Borrower with Bank of America designated by such 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 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 




6





 



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" have the meanings set forth in the Preamble to this Agreement. The Documentation Agents shall have no duties
under this Agreement or the Loan Documents other than those arising in their capacity as a Bank. 


    "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 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 



7





 


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






    "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 1, 2, 3 or 6 months (or, with the written consent of all of the Banks, any other period) thereafter, 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; 




8











  




    (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, if necessary, 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. 


    "Existing Loan Agreement" means the 364-Day Loan Agreement dated as of April 10, 2000 among Borrower (under its
former name, MGM Grand, Inc.), Atlantic City, Detroit, the lenders 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 



9





 


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 Debt except to the extent that Generally Accepted Accounting Principles require that Guaranty Obligation to be set forth on Borrower's consolidated balance sheet (and not merely as a footnote)
as the exposure of Borrower and its 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 



10





 


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 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. § 1801, 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 



11





 


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. 


    "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 Intercreditor Agreement dated as of February 6, 1998 among PNC Bank, National Association,
as trustee, U.S. Trust Company of California, N.A., as trustee (in each case for the MGM Senior Notes) and the Administrative Agent (acting under the Amended and Restated Loan Agreement dated
July 17, 1997 among Borrower, Atlantic City, the lenders referred to therein, and the Administrative Agent, to which Detroit is a party as an additional Co-Borrower). 


    "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 (or, in the case of the first four Fiscal Quarters ending following the Closing Date, for the period since the Closing Date, annualized on a
straight line basis). 



    "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. 



12





 


    "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 (or, in the case of the
first four Fiscal Quarters ending following the Closing Date, for the period since the Closing Date, annualized on a straight line basis). 


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


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


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



    "Loan Documents" means, collectively, this Agreement, the Notes, the Guaranty, the Intercreditor Agreement, 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 Agent" has the meaning set forth in the Preamble to this Agreement. The Managing Agent shall have no duties under this
Agreement or the Loan Documents other than those arising in its capacity as a Bank. 


    "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 



13





 


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 5, 2002, 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. 


    "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 C, 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 unliqui-dated, 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. 



14





 


    "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 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, 




15





 



facilities, or equipment which in the aggregate do not materially burden or impair the fair market value or use of such Property for the purposes for which it is or may reasonably be expected to be
held; 


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


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


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


    (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; 




16





 



    (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 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 H, properly completed and signed by a Senior
Officer of Borrower and each Co-Borrower. 


    "Pricing Level" means, as of each date of determination, the pricing level set forth below opposite (a) the 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 Criteria

	Pricing Level

	 	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, 2001, 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 



17





 


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 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 attached hereto as Schedule 4.17 prepared on
behalf of Borrower and heretofore distributed to the Banks. 


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



    "Quarterly Payment Date" means each September 30, December 31, March 31 and June 30. 


    "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 I, signed by a Responsible Official
of Borrower or a Co-Borrower, on its behalf, and properly completed to provide all information required to be included therein. 


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



18







       "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 Subsidiaries as having been authorized by all necessary corporate, limited liability company, partnership and/or other action on the part of Borrower or such Restricted Subsidiary. 


    "Restricted Subsidiary"  means each Subsidiary of Borrower other than
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. As of the
Closing Date, Victoria Partners, a Nevada general partnership, and Marina District Development Holding Co., LLC, a New Jersey limited liability company, are 50% owned by Subsidiaries of Borrower, and
are therefore not Subsidiaries of Borrower. 


    "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 South
Africa, Inc., a Nevada corporation. 


    "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 


19





 


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 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. 


    "Syndication Agent"  has the meaning set forth in the Preamble to this Agreement. The Syndication Agent shall have no
duties under this Agreement or the Loan Documents other than those arising in its capacity as a Bank. 


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



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



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


20





 

    "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 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 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. 


21






  



 
 

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. 


    (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. 



22





 


    (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. 


    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 


23





 


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. 


    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 one year 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 one year 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 


24





 


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 11.27, 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
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) [Reserved]



    (b) If
a Collateral Event occurs and if either (x) the MGM Senior Notes or the Mirage Senior Notes then require the granting of Liens in any assets of Borrower
or any of its Restricted Subsidiaries or (y) any such MGM Senior Notes or Mirage Senior Notes are in fact granted any Liens by Borrower, the Co-Borrowers or any of the Restricted
Subsidiaries, then Borrower and the Co-Borrowers shall, and shall cause each of the Restricted Subsidiaries to, promptly and in any event within thirty days following the occurrence of
such Collateral Event and in any event not later than the granting of any Liens in such collateral any MGM Senior Notes, the Mirage Senior Notes or any trustee therefor, 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 the Administrative Agent and the
MGM Senior Notes 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, ratable and pari passu with any Liens securing the MGM Senior Notes, (ii) granted concurrently with the granting of any Liens in favor of the MGM
Senior Notes or the Mirage Senior Notes (whichever 



25





 


first occurs), and (iii) granted pursuant to instruments, documents and agreements which are reasonably acceptable to the Administrative Agent and no less favorable to the Administrative Agent
and the other Creditors than those granted to the MGM Senior Notes or the Mirage Senior Notes (whichever is most favorable to the holders thereof). 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 the MGM Senior Notes and the Mirage Senior Notes 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 the MGM Senior Notes (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 the MGM Senior Notes bears to the aggregate amount of the MGM Senior Notes), and (z) legal opinions and other assurances as the
Administrative Agent may reasonably request. 


    (c) If,
following any Collateral Event, Borrower and its Restricted Subsidiaries are then entitled to the release of all of the equal, ratable and  pari passu Liens described in clause (b) above securing
the MGM Senior Notes and the Mirage Senior Notes, 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 (c). Borrower and the Co-Borrowers shall submit any request under this Section in the form of a Certificate, in form and substance acceptable to the Administrative
Agent, signed by a Senior Officer of Borrower and each Co-Borrower certifying that no Default or Event of Default exists, together with a written consent to the release of collateral
executed by each Guarantor and such other supporting information as the Administrative Agent may request, including evidence reasonably satisfactory to the Administrative Agent that the Mirage Senior
Notes, the MGM Senior Notes and the creditors under all Indebtedness then holding Liens of the type described in Sections 6.7(g), (h) and (i) 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, 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), (h) and (i) are previously or concurrently released. No Collateral Release shall constitute or be construed as a release (or to
require the release) of the Guaranty. 




    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 



26





 


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 Business
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 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 a Commitment Assignment and Acceptance. 



27





 


    (g) 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 Committed Advance Notes to each affected Bank and new Committed Advance Notes and Competitive Advance 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. 



28






  



 
 

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 3.9, the unpaid principal amount of any
Base Rate Loan shall bear interest at a fluctuating rate per
annum equal to the Base Rate plus the applicable Base Rate Margin. Each change in the interest rate under this Section 3.1(b) due to a change in
the Base Rate shall take effect simultaneously with the corresponding change in the Base Rate. 


    (c) Interest
accrued on each Eurodollar Rate Loan which is for a term of three months or less shall be due and payable on the last day of the related Eurodollar Period.
Interest accrued on each other Eurodollar Rate Loan shall be due and payable on the date which is three months after the date such Eurodollar Rate Loan was made (and, in the event that all of the
Banks have approved a Eurodollar Period of longer than six months, every three months thereafter through the last day of the Eurodollar Period) and on the last day of the related Eurodollar Period.  Except as otherwise provided in Section 3.9, 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 3.8(e). Promptly following receipt of a notice of prepayment under clause (ii) above, the
Administrative Agent shall notify each Bank by 



29





 


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. 


    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 11.27. 


    3.5  [Reserved].  


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


    3.7  Increased Commitment Costs.  If any 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 


30





 


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 11.27; 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  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; 




31





 




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 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 




32





 



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 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(e), 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 




33





 



    (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 11.27; 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. 





    3.9  Late Payments.  If any installment of principal or interest or any fee or cost or other amount
payable under any Loan Document to the Administrative Agent or any 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 (including interest on past due interest) shall be compounded monthly, on the last day of each calendar month, to the fullest extent permitted
by applicable Laws. 


    3.10  Computation of Interest and Fees.  Computation of interest on Base Rate Loans shall be calculated
on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed; computation of interest on 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. 



    3.11  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. 


    3.12  Manner and Treatment of Payments.  



    (a) Each
payment hereunder (except payments pursuant to Sections 3.7, 3.8, 11.3, 11.11 and 11.22) or on the Notes or
under any other Loan Document shall be made to the Administrative Agent, at the Administrative Agent's Office, for the account of each of the 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. 



34





 


    (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 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 11.27; 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. 




    3.13  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. 



    3.14  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. 


    3.15  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 


35





 


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. 


    3.16  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. 


    3.17  Survivability.  All of Borrower's and the Co-Borrowers' obligations under Sections 3.7
and 3.8 shall survive for ninety days following the date on which the Commitment is terminated, all Obligations hereunder are fully paid. 


36






  



 
 

Article 4
  REPRESENTATIONS AND WARRANTIES    
  


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



    4.1  Existence and Qualification; Power; Compliance With Laws.  Borrower is a corporation duly formed,
validly existing and in good standing under the Laws of Delaware. Each of the Guarantors is a corporation 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 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 


37





 


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, 2000. 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 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, 2000. 


    4.7  Title to Property.  As of December 31, 2000, 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 Schedule 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 


38





 


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, 2000, 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; 


    (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. 




39





 




    (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. 


    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. 


40






  



 
 

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, 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. 


41





 


    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 benefitted 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) If
a Collateral Event occurs (and no Collateral Release has subsequently occurred), 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 Indebtedness of Borrower and its Subsidiaries 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 the MGM Senior Notes, the Indebtedness under the Other Loan Agreement or any other senior Indebtedness of Borrower and its Subsidiaries the incurrence of
which is permitted by Section 6.8, and which in any event allow the Liens in favor of the Administrative Agent and the other Creditors contemplated herein; 



    (h) If
a Collateral Event occurs (and no Collateral Release has subsequently occurred), 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 MGM Senior Notes, the Obligations and the Indebtedness under the Other Loan Agreement) 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; 



    (i)  If
a Collateral Event occurs (and thereafter until a Collateral Release), subordinated Liens securing additional Indebtedness of the Borrower and its Subsidiaries
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 



44





 


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 thereto which allow the Liens in favor of
the Administrative Agent and the other Creditors contemplated herein; and 


    (j)  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. 


    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, 2001 through December 31, 2001	 	5.25:1.00
	March 31, 2002 and thereafter	 	5.00:1.00





    6.9  Interest Charge Coverage Ratio.  Permit the Interest Charge Coverage Ratio as of the last day of any
Fiscal Quarter (a) ending on or prior to June 30, 2001, to be less than 2.25:1.00, (b) ending on September 30, 2001 or December 31, 2001, to be less than 2.35:1.00,
and (c) ending March 31, 2002, to be less than 2.50:1.00. 


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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 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; 



46





 


    (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; 


    (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 



47





 


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. 


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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 $800,000,000; 


    (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) the
Opinions; 


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


    (7) the
letter agreement described in Sections 3.3 and 3.6; 


    (8) 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; 


    (9) 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 


    (10) 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. 



49





 


    (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 6, 2001. 


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



    (i)  The
Other Loan Agreement shall have been or shall be concurrently amended in the form of the proposed Third Amendment Agreement thereto heretofore distributed to
the Lenders. 




    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) other
than matters described in Schedule 4.10 or not required as of the Closing Date to be therein described, 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 3.6, 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. 



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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. 


    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 Law or in equity. 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. 


55





 


    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 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; 



56





 


    (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 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 


57





 


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 3.6 or
has not been reimbursed for any expense reimbursable to it under Section 11.3, in either case for a period of at least one year 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.  n 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.  Provided that no Default or Event of Default
has then occurred, the Administrative Agent is hereby irrevocably authorized by the other Creditors to enter into (a) intercreditor arrangements acceptable to the Administrative Agent with
creditors (or a trustee or other representative for such creditors) holding the Mirage Senior Notes, the MGM Senior Notes, the Other Loan Agreement and other creditors to effectuate the provisions of
Section 6.7 requiring any Liens of the Administrative Agent to be equal, ratable and pari passu with such creditors, provided that any such
arrangements shall require the concurrent release of the Liens held by such creditors if a Collateral Release occurs, and (b) 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 5
Business Days 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. 


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Article 11
  MISCELLANEOUS    
  


    11.1  Cumulative Remedies; No Waiver.  The rights, powers, privileges and remedies of the Creditors
provided herein or in any Note or other Loan Document are cumulative and not exclusive of any right, power, privilege or remedy provided by Law or equity. No failure or delay on the part of the
Administrative Agent or any 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; 


    (c) [Reserved];



    (d) To
release the Guaranty or any material portion of any collateral for the Obligations, provided that if no Default
or Event of Default exists, the Administrative Agent may 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"; 



59





 


    (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 Administrative Agent or any Bank),
independent public accountants and other outside experts retained by the
Administrative Agent or any Bank, whether or not 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 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 


60





 


Bank not in default may, if it desires, assume in such proportion as the non-defaulting 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 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 



61





 


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 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 



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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 banks or other financial institutions (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 3.7, 3.8,
11.11 and 11.22 but only to the extent that the cost of such benefits to Borrower and the Co-Borrowers does not exceed the cost which Borrower and the Co-Borrowers would have
incurred in respect of such 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 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 



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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
nonpublic 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 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, 


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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 3.12(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 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 


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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. 




    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 11.29 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 


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


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


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


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


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


    11.21  Foreign 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 


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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 withhold-ing 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 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 J), 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- 


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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 3.7, 3.8, 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 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  Nevada Gaming Collateral.  If any Collateral Event occurs, the Administrative Agent shall, to the
extent required by Gaming Laws, retain possession of all pledged collateral consisting of the capital stock of (a) Nevada gaming licensees within the State of Nevada at a location designated to the
Nevada State Gaming Control Board, and (b) gaming licensees in other jurisdictions at a location in that jurisdiction designated to the Gaming Board of that jurisdiction, if so required by the Gaming
Board of that jurisdiction. 


    11.27  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, 3.7, 3.8(g) and 3.12(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 



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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. 




    11.28  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 K), 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 K, incorporated by this reference. 


    11.29  Non-Involvement of Tracinda.  The parties hereto acknowledge that neither Kirk Kerkorian nor
Tracinda Corporation, individually or collectively, is a party to this Agreement or any of the other Loan Documents executed on the Closing Date. Accordingly, the parties hereto hereby agree that in
the event (i) there is any alleged breach or default by any Party under this Agreement or any such Loan Document, or (ii) any party hereto has any claim arising from or relating to any such Loan
Document, no party hereto, nor any party claiming through it (to the extent permitted by applicable Law), shall commence any proceedings or otherwise seek to impose any liability whatsoever against
Mr. Kerkorian or Tracinda Corporation by reason of such alleged breach, default or claim. 


    11.30  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 


70





 


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. 


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. 



	 	 	MGM MIRAGE, a Delaware corporation
	

 	
 	

By:	
 	

/s/ SCOTT LANGSNER

	 	 	Title:	 	Secretary and Treasurer

	

 	
 	

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

 	
 	

By:	
 	

/s/ SCOTT LANGSNER

	 	 	Title:	 	Secretary and Treasurer

	

 	
 	

MGM GRAND DETROIT, LLC
	

 	
 	

By:	
 	

MGM Grand Detroit, Inc., managing member
	 	 	 	 	By:	 	/s/ SCOTT LANGSNER

	 	 	 	 	Title:	 	Secretary and Treasurer.




71





 

	

 	
 	

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 copies to:
	

 	
 	

Scott Langsner, Treasurer

MGM MIRAGE

3600 Las Vegas Boulevard South

Las Vegas, Nevada 89109
	

 	
 	

Telecopier: (702) 693-8830

Telephone: (702) 693-8811
	

 	
 	

and
	

 	
 	

Gary N. Jacobs, General Counsel

MGM MIRAGE

3600 Las Vegas Boulevard South

Las Vegas, Nevada 89109
	

 	
 	

Telecopier: (702) 693-7628

Telephone: (702) 693-7129




72







  



	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

555 South Flower Street, 11th Floor

Los Angeles, California 90071

Attn: Janice Hammond, Vice President

Telecopier: (213) 228-2299

Telephone: (213) 228-9861 


With
a copy to:

Bank of America, N.A.

555 South Flower Street (LA-5777)

Los Angeles, California 90071

Attn: William S. Newby, Managing Director

Telecopier: (213) 228-3145

Telephone: (213) 228-2438 



	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.

555 South Flower Street, 11th Floor (CA9-706-11-01)

Los Angeles, California 90071

Attn: Scott L. Faber, Managing Director

Telecopier: (213) 228-3145

Telephone: (213) 228-2768 



	COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
	

By:	
 	

/s/ CHRISTIAN JAGENBERG   

	

Name:	
 	

Christian Jagenberg

	

Title:	
 	

Svp and Manager




73





 

	

By:	
 	

/s/ WERNER SCHMIDBAUER   

	

Name:	
 	

Werner Schmidbauer

	

Title:	
 	

Senior Vice President




Address for Notices: 


Commerzbank
AG, New York and Grand Cayman Branches

Attention: Werner Schmidbauer

633 West Fifth Street, Suite 6600

Los Angeles, CA 90071

Facsimile: (213) 623-0039

Telephone: (213) 623-8223 



	BANKERS TRUST COMPANY
	

By:	
 	

/s/ BRUCE P. MORRISON   

	

Name:	
 	

Bruce P. Morrison

	

Title:	
 	

Managing Director




Address for Notice: 


Bankers
Trust Company

130 Liberty Street, 25th Floor

New York, NY 10006

Attn: George Reynolds

Telephone: (212) 250-2863

Telecopier: (212) 669-0743 



	THE BANK OF NOVA SCOTIA
	

By:	
 	

/s/ ALAN PENDERGAST   

	

Name:	
 	

Alan Pendergast

	

Title:	
 	

Managing Director




Address for Notices: 


The
Bank of Nova Scotia

Attention: Alan Pendergast

580 California Street



74





 


San Francisco, CA 94104

Facsimile: (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.

Attention: Mark Wilson

399 Park Avenue

New York, New York 10043

Facsimile: (212) 793-6873

Telephone: (212) 559-7241 



	MERRILL LYNCH CAPITAL CORP.
	

By:	
 	

/s/ DAVID DYSENCHUK   

	

Name:	
 	

David Dysenchuk

	

Title:	
 	

Vice President

	

By:	
 	
N/A

	

Name:	
 	
N/A

	

Title:	
 	
N/A




Address for Notices: 


Merrill
Lynch Capital Corp.

Attention: Carol Feeley

World Financial Center North Tower

250 Vesey Street, 26th Floor

New York, NY 10281



75





 


Facsimile: (212) 449-9143

Telephone: (212) 449-5235 



	CIBC INC.
	

By:	
 	

/s/ PAUL CHAKMAK   

	

Name:	
 	

Paul Chakmak

	

Title:	
 	

Managing Director

	 	 	CIBC World Markets Corp., AS AGENT





Address for Notices: 


CIBC
Inc.

Attention: Dean J. Decker

350 South Grand Ave., Suite 2600

Los Angeles, CA 90071

Facsimile: (213) 346-0157

Telephone: (213) 617-6245 



	SOCIÉTÉ GÉNÉRALE
	

By:	
 	

/s/ CARINA T. HUYNH   

	

Name:	
 	

Carina T. Huynh

	

Title:	
 	

Vice President




Address for Notices: 


Société
Générale

4 Embarcadero Center, 14th Floor

San Francisco, CA 94111

Attn: Mary Brickley

Telephone: (415) 646-7200

Telecopier: (415) 989-9922 



	WELLS FARGO, N.A.
	

By:	
 	

/s/ CLARK A. WOOD   

	

Name:	
 	

Clark A. Wood





76





 

	

Title:	
 	

Vice President




Address for Notice: 


Wells
Fargo Bank, N.A.

3800 Howard Hughes Parkway, 4th Floor

Las Vegas, NV 89109

Attn: Clark Wood, Vice President

Telephone: (702) 791-6351

Telecopier: (702) 791-6365 



	COMERICA BANK
	

By:	
 	

/s/ EOIN P. COLLINS   

	

Name:	
 	

Eoin P. Collins

	

Title:	
 	

Vice President

	

By:	
 	
N/A

	

Name:	
 	
N/A

	

Title:	
 	
N/A




Address for Notices: 


Comerica
Bank

Attention: Eoin P. Collins, Vice President

3980 Howard Hughes Parkway, Suite 350

Las Vegas, NV 89109

Facsimile: (702) 791-2371

Telephone: (702) 791-4802 


77







  



	 	 	FLEET NATIONAL BANK
	

 	
 	

By:	
 	

/s/ JOHN T. HARRISON

	 	 	Name:	 	John T. Harrison

	 	 	Title:	 	Senior Vice President

	

 	
 	

By:	
 	

N/A

	 	 	Name:	 	N/A

	 	 	Title:	 	N/A

	

 	
 	

Address for Notices:
	

 	
 	

Fleet Bank, N.A.

Attention: John T. Harrison, Senior Vice President

1300 Atlantic Avenue

Atlantic City, NJ 08401

Facsimile: (732) 780-0754

Telephone: (732) 294-4300



78





 

	 	 	THE FUJI BANK, LIMITED
	

 	
 	

By:	
 	

/s/ MASAHITO FUKUDA

	 	 	Name:	 	Mr. Masahito Fukuda

	 	 	Title:	 	Senior Vice President

	

 	
 	

Address for Notice:
	

 	
 	

The Fuji Bank, Limited

333 South Hope Street, 39th Floor

Los Angeles, CA 90071

Attn: Michael Kanda

Telephone: (213) 253-4184

Telecopier: (213) 253-4175



79





 

	 	 	THE BANK OF NEW YORK
	

 	
 	

By:	
 	

/s/ LISA BROWN

	 	 	Name:	 	Lisa Brown

	 	 	Title:	 	Vice President

	

 	
 	

Address for Notice:
	

 	
 	

The Bank of New York

One Wall Street, 22nd Floor

New York, NY 10286

Attn: Dawn Hertling

Telephone: (212) 635-6742

Telecopier: (212) 635-6399



80





 

	 	 	THE DAI-ICHI KANGYO BANK, LTD.
	

 	
 	

By:	
 	

/s/ CHIMIE T. PEMBA

	 	 	Name:	 	Chimie T. Pemba

	 	 	Title:	 	Account Officer

	

 	
 	

Address for Notice:
	

 	
 	

The Dai-Ichi Kangyo Bank, Ltd.

1 World Trade Center, 48th Fl.

New York, NY 10048

Attn: Chimie T. Pemba, Account Officer

Telephone: (212) 432-8845

Telecopier: (212) 912-1879



81





 

	 	 	THE INDUSTRIAL BANK OF JAPAN, LIMITED
	

 	
 	

By:	
 	

/s/ STEVEN SAVOLDELLI

	 	 	Name:	 	Steven Savoldelli

	 	 	Title:	 	Vice President and Manager

	

 	
 	

Address for Notice:
	

 	
 	

The Industrial Bank of Japan, Limited

350 South Grand Avenue, Suite 1500

Los Angeles, CA 90071

Attn: Steven Savoldelli, Vice President & Manager

Telephone: (213) 893-6421

Telecopier: (213) 488-9840

                   Legal and Credit Issues




82





 


	 	 	MERRILL LYNCH BANK USA
	

 	
 	

By:	
 	

/s/ D. KEVIN IMLAY

	 	 	Name:	 	D. Kevin Imlay

	 	 	Title:	 	Senior Lending Officer

	

 	
 	

Address for Notices:
	

 	
 	

Merrill Lynch Bank USA

Attn: Butch Alder

15 W. South Temple, Suite 300

Salt Lake City, UT 84101

Telecopier: (801) 521-6466

Telephone: (801) 526-8324



83





 

	 	 	THE MITSUBISHI TRUST AND BANKING CORPORATION
	

 	
 	

By:	
 	

/s/ TOSHIHIRO HAYASHI

	 	 	Name:	 	Toshihiro Hayashi

	 	 	Title:	 	Senior Vice President

	

 	
 	

Address for Notice:
	

 	
 	

The Mitsubishi Trust and Banking Corporation

520 Madison Avenue, 26th Floor

New York, NY 10022

Attn: Daniel Chang, Assistant Vice President

Telephone: (212) 891-8218

Telecopier: (212) 644-6825



84





 

	 	 	U.S. BANK NATIONAL ASSOCIATION
	

 	
 	

By:	
 	

/s/ SCOTT J. BELL

	 	 	Name:	 	Scott J. Bell

	 	 	Title:	 	Vice President

	

 	
 	

Address for Notice:
	

 	
 	

U.S. Bank National Association

555 S.W. Oak Street, PL-7

Portland, Oregon 97204

Attn: Helen Torres

Telephone: (503) 275-6561

Telecopier: (503) 275-4600



85





 

	 	 	MICHIGAN NATIONAL BANK
	

 	
 	

By:	
 	

/s/ ANNETTE GORDON

	 	 	Name:	 	Annette Gordon

	 	 	Title:	 	Vice President

	

 	
 	

Address for Notice:
	

 	
 	

Michigan National Bank

Specialty Industries - Mail Code 10/36

27777 Inkster Road

Farmington Hills, MI 48334

Attn: Annette Gordon, Vice President

Telephone: (248) 473-4337

Telecopier: (248) 473-4345



86





 

	 	 	BANK OF CHINA, LOS ANGELES BRANCH
	

 	
 	

By:	
 	

/s/ LUO, XIAOMING

	 	 	Name:	 	Luo, Xiaoming

	 	 	Title:	 	Branch Manager

	

 	
 	

Address for Notice:
	

 	
 	

Bank of China, Los Angeles Branch

444 South Flower Street, 39th Floor

Los Angeles, CA 90071

Attn: Eric A. Moore

Telephone: (213) 688-8700 ext. 231

Telecopier: (213) 688-1015




87







  



	 	 	BNP PARIBAS
	

 	
 	

By:	
 	

/s/ CLIVE BETTLES   

	

 	
 	

Name:	
 	

Clive Bettles

	

 	
 	

Title:	
 	

Managing Director

	

 	
 	

By:	
 	

/s/ JANICE S. HO   

	

 	
 	

Name:	
 	

Janice S. Ho

	

 	
 	

Title:	
 	

Director

	

 	
 	

Address for Notice:
	

 	
 	

BNP Paribas

725 South Figueroa Street, Suite 2090

Los Angeles, CA 90017-5420

Attn: Janice S. Ho

Telephone: (213) 688-6411

Telecopier: (213) 488-9602






88





 


	 	 	HUA NAN COMMERCIAL BANK, LTD. LOS ANGELES BRANCH
	

 	
 	

By:	
 	

/s/ GEORGE SHENG-I CHANG   

	

 	
 	

Name:	
 	

George Sheng-I Chang

	

 	
 	

Title:	
 	

SVP / General Manager

	

 	
 	

Address for Notice:
	

 	
 	

Hua Nan Commercial Bank, Ltd. Los Angeles Branch

707 Wilshire Boulevard, Suite 3100

Los Angeles, CA 90017

Attn: William Chou

Telephone: (213) 362-6666 ext. 230

Telecopier: (213) 362-6617






89





 


	 	 	THE TOKAI BANK LIMITED, NEW YORK BRANCH.
	

 	
 	

By:	
 	

/s/ SHINICHI NAKATANI   

	

 	
 	

Name:	
 	

Shinichi Nakatani

	

 	
 	

Title:	
 	

Assistant General Manager

	

 	
 	

Address for Notice:
	

 	
 	

The Tokai Bank Limited, New York Branch

55 East 52nd Street

New York, NY 10055

Attn: Sachiko Staiman

Telephone: (212) 339-1048

Telecopier: (212) 832-1428






90





 


	 	 	THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
	

 	
 	

By:	
 	

/s/ G. HANNON   
	

/s/ BRENDAN MCLOUGHLIN   

	

 	
 	

Name:	
 	

G. Hannon
	

Brendan McLoughlin

	

 	
 	

Title:	
 	

Authorized Signatories
	

Authorized Signatories

	

 	
 	

Address for Notice:	

 
	

 	
 	

Bank of Ireland

International Financial Services Centre

La Touche House

Custom House Docks

Dublin 1

Ireland

Attn: John S. Holt

Telephone: +353 - 1 609 3548

Telecopier: +353 - 1 829 0129

	

 




91





 


	 	 	FIRST HAWAIIAN BANK
	

 	
 	

By:	
 	

/s/ SEYDOU DIALLO   

	

 	
 	

Name:	
 	

Seydou Diallo

	

 	
 	

Title:	
 	

Media Finance Officer

	

 	
 	

Address for Notice:
	

 	
 	

First Hawaiian Bank

180 Montgomery Street, 25th Floor

San Francisco, CA 94104

Attn: Seydou Diallo, Media Finance Officer

Telephone: (415) 765-4809

Telecopier: (415) 362-4855






92





 


	 	 	ERSTE BANK
	

 	
 	

By:	
 	

/s/ ROBERT J. WAGMAN   

	

 	
 	

Name:	
 	

Robert J. Wagman

	

 	
 	

Title:	
 	

Vice President

	

 	
 	

By:	
 	

/s/ JOHN RUNNION   

	

 	
 	

Name:	
 	

John Runnion

	

 	
 	

Title:	
 	

Managing Director

	

 	
 	

Address for Notice:
	

 	
 	

Erste Bank New York Branch

280 Park Avenue, West Building

New York, NY 10017

Attn: Robert J. Wagman

Telephone: (212) 984-5633

Telecopier: (212) 985-5627






93





 


	 	 	OAK BROOK BANK
	

 	
 	

By:	
 	

/s/ HENRY WESSEL   

	

 	
 	

Name:	
 	

Henry Wessel

	

 	
 	

Title:	
 	

Vice President

	

 	
 	

Address for Notice:
	

 	
 	

Oak Brook Bank

1400 16th Street

Oak Brook, IL 60523

Attn: Henry Wessel

Telephone: (630) 571-1050

Telecopier: (630) 571-0256






94





 


	 	 	THE PEOPLES BANK, BILOXI, MS
	

 	
 	

By:	
 	

/s/ CHEVIS C. SWETMAN   

	

 	
 	

Name:	
 	

Chevis C. Swetman

	

 	
 	

Title:	
 	

President and CEO

	

 	
 	

Address for Notice:
	

 	
 	

The Peoples Bank, Biloxi, MS

P. O. Box 529

152 Lameuse Street

Biloxi, MS 39533-0529

Attn: Chevis C. Swetman, President and CEO

Telephone: (228) 435-8205

Telecopier: (228) 435-8417






95





 


	 	 	LAND BANK OF TAIWAN
	

 	
 	

By:	
 	

/s/ MAYER CHEN   

	

 	
 	

Name:	
 	

Mayer Chen

	

 	
 	

Title:	
 	

SVP & General Manager

	

 	
 	

Address for Notice:
	

 	
 	

Land Bank of Taiwan

811 Wilshire Boulevard, Suite 1900

Los Angeles, CA 90017

Attn: Jonathan Kuo

Telephone: (213) 532-3789

Telecopier: (213) 532-3766






96





 
SCHEDULE 4.3  


    None. 


97





 
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. 


98





 
SCHEDULE 4.18  


    None. 


99









QuickLinks


TABLE OF CONTENTS


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