exv10w1w9






Exhibit 10.1(9)




AMENDMENT NO. 8




     This AMENDMENT NO. 8, dated as of December 18, 2009 (this “Amendment”), to the Loan
Agreement (as defined below), among MGM MIRAGE, a Delaware corporation (“Borrower”), MGM
Grand Detroit, LLC, a Delaware limited liability company (“Detroit”), the Lenders and Bank
of America, N.A., as administrative agent for the lenders (the “Administrative Agent”).



W I T N E S S E T H:




     WHEREAS, Borrower, Detroit, as initial Co-Borrower, the Lenders named in the signature pages
thereto and the Administrative Agent are parties to the Fifth Amended and Restated Loan Agreement,
dated as of October 3, 2006 (as amended, supplemented, amended and restated or otherwise modified
from time to time, the “Loan Agreement”);



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



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



ARTICLE I.

DEFINITIONS




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



ARTICLE II.

AMENDMENTS TO LOAN AGREEMENT




     Upon the occurrence of the Eight Amendment Effective Date, Section 6.8 of the Loan Agreement
is hereby re-lettering the existing subsection (j) as subsection (k) (and by replacing the
reference therein to “this Section 6.8(j)” with a reference to “this Section 6.8(k)”) and by adding
a new subsection (j) as follows:




     “(j) so long as the Amended and Restated Sponsor Completion Guaranty is outstanding and
any obligations of Borrower exist thereunder (other than contingent indemnification or
expense reimbursement obligations), indemnification obligations of Borrower with respect to
construction Liens in favor of title insurance companies issuing title insurance policies to
purchasers of Condo Units (as defined in the CityCenter Credit Agreement) in connection with
the purchase of such Condo Units.”



ARTICLE III.

CONDITIONS TO EFFECTIVENESS




     The amendments set forth in Article II shall become effective on the date (the
“Eighth Amendment Effective Date”) when all of the conditions set forth in this Article
III have been completed to the satisfaction of the Administrative Agent on or before December
30, 2009.



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     SECTION 3.1. The Administrative Agent shall have received counterparts hereof executed on
behalf of Borrower, Detroit, the Administrative Agent and the Requisite Lenders.



     SECTION 3.2. Administrative Agent shall have received a written consent hereto from Borrower’s
Restricted Subsidiaries in the form of Exhibit A hereto.



     SECTION 3.3. Borrower shall have reimbursed the Administrative Agent for the reasonable fees
and expenses of Mayer Brown for the period through the Eighth Amendment Effective Date and Borrower
shall have reimbursed the Lenders for any reasonable fees and expenses of their counsel which have
been submitted to Borrower and the Administrative Agent by 4:00 p.m., Eastern Daylight Time, on
December 18, 2009.



ARTICLE IV.

RETENTION OF RIGHTS, ETC.




     SECTION 4.1. Limitation to its Terms. This Amendment strictly shall be limited to its
terms.



     SECTION 4.2. Retention of Rights. Without limiting the generality of Section 4.1,
neither the execution, delivery nor effectiveness of this Amendment shall operate as a waiver of
(or forbearance with respect to) any present or future Default or Event of Default or as a waiver
of (or forbearance with respect to) the ability of the Administrative Agent or the other Lenders to
exercise any right, power, and/or remedy, whether under any Loan Document and/or under any
applicable law, in connection therewith. As provided in Section 11.1 of the Loan Agreement, no
failure on the part of any Lender or any Agent to exercise, and no delay in exercising, any right
under the Loan Agreement shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the exercise of any
other right.



     SECTION 4.3. Full Force and Effect; Limited Amendment. Without limiting the
generality of Section 4.1, except as expressly amended hereby, all of the representations,
warranties, terms, covenants, conditions and other provisions of the Loan Agreement shall remain
unchanged and shall continue to be, and shall remain, in full force and effect in accordance with
their respective terms. Without limiting the generality of Section 4.1, the amendments set forth
herein shall be limited precisely as provided for herein to the provision expressly amended herein
and shall not be deemed to be amendments to, waivers of, consents to or modifications of any other
term or provision of the Loan Agreement or of any transaction or further or future action on the
part of Borrower which would require the consent of the Lenders under the Loan Agreement.



ARTICLE V.

MISCELLANEOUS




     SECTION 5.1. Representations and Warranties. Borrower represents and warrants the
following:




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



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




     (c) this Amendment has been duly authorized by Borrower and Detroit, there is no action
pending or any order, judgment, or decree in effect that is likely to restrain, prevent, or
impose materially adverse conditions upon the performance by Borrower, Detroit, or any of
Borrower’s Restricted Subsidiaries under the Loan Agreement or any of the other Loan
Documents, and this Amendment constitutes the valid, binding and enforceable obligation of
Borrower and Detroit in accordance with its terms, except as enforcement may be limited by
Debtor Relief Laws, Gaming Laws or equitable principles relating to the granting of specific
performance and other equitable remedies as a matter of judicial discretion; and




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



     SECTION 5.2. Loan Document. This Amendment is a Loan Document and shall (unless
otherwise expressly indicated herein) be construed, administered and applied in accordance with all
of the terms and provisions of the Loan Agreement, including Article 1 thereof.



     SECTION 5.3. Reaffirmation of Obligations. Each of Borrower and Detroit hereby
acknowledges that the Loan Documents (as amended by this Amendment) and the Obligations constitute
the valid and binding Obligations of Borrower and Detroit enforceable against Borrower and Detroit
in accordance with their respective terms, and each of Borrower and Detroit hereby reaffirms its
Obligations under the Loan Documents (as amended by this Amendment) (and, as to Detroit, its
liability is limited to that portion of the Obligations which are actually borrowed or received by
Detroit). Administrative Agent’s and any Lender’s entry into this Agreement or any of the
documents referenced herein, Administrative Agent’s and any
Lender’s negotiations with any party with respect to any Loan Document, Administrative Agent’s
and any Lender’s acceptance of any payment from Borrower, Detroit, any Guarantor or any other party
of any payments made to Administrative Agent or any Lender prior to the date hereof, or any other
action or failure to act on the part of Administrative Agent or any Lender shall not constitute (a)
a modification of any Loan Document (except to the extent of the specific amendments contained
herein), or (b) a waiver of any Default or Event of Default under the Loan Documents, or a waiver
of any term or provision of any Loan Document.



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     SECTION 5.4. Estoppel. To induce the Administrative Agent and Lenders to enter into
this Agreement and to induce the Administrative Agent and Lenders to continue to make advances to
Borrowers under the Loan Agreement, each Borrower and each Guarantor hereby acknowledges and agrees
that there exists no Default or Event of Default and no right of offset, defense, counterclaim or
objection in favor of Borrower, Detroit or any Guarantor as against the Administrative Agent or any
Lender with respect to the Obligations.



     SECTION 5.5. Successors and Assigns. This Amendment shall be binding upon and inure
to the benefit of the parties to the Loan Agreement and their respective successors and permitted
assigns.



     SECTION 5.6. Execution in Counterparts. This Amendment may be executed by the parties
hereto in several counterparts, each of which shall be an original and all of which shall
constitute together but one and the same agreement.



     SECTION 5.7. Integration. This Amendment represents the agreement of Borrower,
Detroit, the Administrative Agent and each of the Lenders (through the Requisite Lenders’
consenting hereto) with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties relative to the subject matter hereof not expressly set
forth or referred to herein or in the other Loan Documents.



     SECTION 5.8. Governing Law and Waiver of Jury Trial. Without limiting the generality
of Section 5.2 hereof, the terms of Sections 11.17 (Governing Law) and 11.28 (Jury Trial Waiver) of
the Loan Agreement are incorporated herein as though set forth in full.



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



	 	 	 	 	 
	 	MGM MIRAGE,

a Delaware corporation

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

a Delaware limited liability company

 	 
	 	By:  	/s/ John M. McManus
 	 
	 	 	Name:  	John M. McManus 	 
	 	 	Title:  	Secretary 	 
	 
	 	BANK OF AMERICA, N.A.,

as Administrative Agent

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




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