exv4w3






Exhibit 4.3




PLEDGE AGREEMENT




          This PLEDGE AGREEMENT dated as of November 14, 2008, is made by MGM MIRAGE, a Delaware
corporation, New PRMA Las Vegas, Inc., a Nevada corporation (“New PRMA”) and each of them, jointly
and severally, as Grantors (each a “Grantor” and collectively, “Grantors”) and U.S. Bank National
Association, as the trustee and collateral agent for the benefit of the Noteholders (as defined
below) under the Indenture (as defined below) (in such capacity, together with its successors in
such capacity, “Collateral Agent”), with reference to the following facts:



RECITALS




     A. MGM MIRAGE, a Delaware corporation (in such capacity, the “Issuer”) concurrently entered
into that certain Indenture dated as of November 14, 2008 (as amended, supplemented or otherwise
modified from time to time, the “Indenture”), among Issuer, the guarantors party thereto (including
New PRMA) and the Collateral Agent, pursuant to which Issuer issued those certain 13% senior
secured notes due 2013 (the “Notes”).



     B. The holders of the Notes (collectively, the “Noteholders”) are willing to purchase the
Notes for the purposes of, among other things, providing Issuer and its subsidiaries funds to repay
existing indebtedness and provide working capital.



     C. The Grantors will derive substantial benefit from the purchase of the Notes by the
Noteholders.



     D. As a condition precedent to purchasing the Notes, the Noteholders require that the Grantors
enter into this Agreement and grant the Security Interest to Collateral Agent as herein provided as
security for Issuer’s obligations under the Indenture.



AGREEMENT




          NOW, THEREFORE, for other good and valuable consideration, the receipt and adequacy of which
hereby are acknowledged, Grantors hereby jointly and severally represent, warrant, covenant, agree,
assign and grant as follows:



          1. Definitions. This Agreement is the “Pledge Agreement” referred to in the
Indenture. Terms defined in the Indenture and not otherwise defined in this Agreement shall have
the meanings given those terms in the Indenture as though set forth herein in full. Terms defined
in the Nevada Uniform Commercial Code and not otherwise defined in this Agreement or in the
Indenture shall have the meanings defined for those terms in the Nevada Uniform Commercial Code.
The following terms shall have the meanings respectively set forth after each:



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     “Agreement” means this Pledge Agreement, and any extensions, modifications,
renewals, restatements, supplements or amendments hereof, including, without limitation, any
documents or agreements by which additional Grantors become party hereto.




     “Certificates” means all certificates, instruments or other documents now or
hereafter representing or evidencing any Pledged Securities.




     “Gaming Authority” means the Nevada Gaming Commission, the Nevada State Gaming
Control Board, the New Jersey Casino Control Commission, the New Jersey Division of Gaming
Enforcement, the Michigan Gaming Control Board, the Detroit City Council, the Mississippi
Gaming Commission, the Illinois Gaming Board or any similar commission or agency which has,
or may at any time after the date of this Indenture have, jurisdiction over the gaming
activities of any Grantor or a Restricted Subsidiary of any Grantor or any successor
thereto.




     “Gaming Laws” means all Laws pursuant to which any Gaming Authority possesses
regulatory, licensing or permit authority over gambling, gaming or casino activities
conducted by Issuer and its Subsidiaries within its jurisdiction.




     “Intercompany Notes” means, collectively, any intercompany promissory note
executed by NYNY, any Subsidiary of NYNY or any Affiliate of NYNY evidencing any
Indebtedness of such party to any Grantor and any indebtedness of any such party to any
Grantor that any Grantor acquires in substitution for or in addition to any of the
foregoing, together with all instruments and other agreements evidencing, securing,
guaranteeing or otherwise supporting such indebtedness.




     “Law” means, collectively, all international, foreign, United States federal
and state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes
and administrative or judicial precedents or authorities, including the interpretation or
administration thereof by any Governmental Authority charged with the enforcement,
interpretation or administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with, any
Governmental Authority.




     “Note Documents” means this Agreement, the Indenture, the Notes, the Subsidiary
Guarantees, the Registration Rights Agreement, the Security Agreement dated as of the date
hereto between the grantors party thereto and the Collateral Agent, and the Trademark
Security Agreement dated as of the date hereto between the grantors party thereto and the
Collateral Agent, or any other document, instrument or agreement arising out of or relating
to any of the foregoing, in each case as amended, supplemented or otherwise modified from
time to time.




     “NYNY” means New York-New York Hotel & Casino LLC, a Nevada limited liability
company.




     “Pledged Collateral” means (a) the Pledged Securities, and any Certificates or
other written evidences representing the Pledged Securities and any interest of any Grantor
in the entries on the books of any securities intermediary or financial



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intermediary pertaining to the Pledged Securities, (b) any and all existing and future
Intercompany Notes, (c) the partnership or operating agreement(s) and other charter
documents of the respective partnerships, limited liability companies or limited liability
partnerships (each, an “Interest Issuer”) that issued the Pledged Securities, in
each case as amended from time to time (each, a “Governing Agreement”), (d) any and
all rights, powers, remedies and privileges of such Grantor as a general or limited partner
or member of the Interest Issuer, including all rights under the Governing Agreement and
applicable Law (i) to receive its share of profits, income, capital distributions and
surplus from each Interest Issuer, whether in the form of cash, properties or other assets,
and whether upon a sale or refinancing of any of the Interest Issuer’s assets, in the
ordinary course of business, upon dissolution and liquidation or otherwise, and (ii) to vote
the Pledged Securities or manage the Interest Issuer, and (e) any and all proceeds and
products of any of the foregoing, whether now held and existing or hereafter acquired or
arising, including any and all cash, securities, instruments and other property from time to
time paid, payable or otherwise distributed in respect of or in exchange for any or all of
the foregoing (collectively, the “Proceeds”).




     “Pledged Securities” means (a) the partnership, limited liability company or
limited liability partnership interests described in Schedule 1 (the “Pledged
Interests”), (b) any and all securities, security entitlements and, limited liability
company, partnership, limited liability partnership or other interests issued by an Interest
Issuer or any successor to any such issuer, in each case that any Grantor acquires or has
the right to acquire from time to time in any manner in substitution for or in addition to
any of the foregoing and any and all certificates, instruments or other documents
representing or evidencing such securities or interests and (c) any and all warrants,
options or other rights to subscribe to or acquire any of the Pledged Interests or any of
the foregoing.




     “Secured Obligations” means, with respect to any Grantor, any and all present
and future Obligations of any type or nature of such Grantor arising under or relating to
such of the Indenture, the Notes, the Subsidiary Guarantees and the other Note Documents to
which such Grantor is a party.



          2. Representations and Warranties. Each Pledgor represents and warrants to Collateral
Agent as follows:




          (a) Each Grantor has good and marketable title to the Pledged Collateral in which such Grantor
is purporting to grant a security interest to Collateral Agent, and the Pledged Collateral is not
subject to any Lien;




          (b) Subject to applicable Gaming Laws, each Grantor has the right and power to pledge the
Pledged Collateral owned by such Grantor to Collateral Agent without the consent, approval or
authorization of, or notice to, any Person (other than such consents, approvals, authorization or
notices which have been obtained or given prior to the date hereof) and upon the receipt of
approval of the Nevada Gaming Commission of the pledge described herein, such pledge will
constitute the valid, binding and enforceable obligation of such Grantor, enforceable against such
Grantor in accordance with the terms hereof and the other Note Documents, except as enforcement may
be limited by applicable bankruptcy, insolvency, moratorium,




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reorganization or other similar laws affecting the enforcement of creditors’ rights or by
equitable principles relating to the granting of specific performance and other equitable remedies
as a matter of judicial discretion;




          (c) Upon delivery to the Collateral Agent of the Certificates evidencing the Pledged
Interests, Collateral Agent will have a valid and first priority perfected security interest in the
Pledged Collateral securing the Secured Obligations for the benefit of Collateral Agent on behalf
of the Noteholders;




          (d) All member or other equity interests that constitute a portion of the Pledged Collateral
are duly authorized, validly issued in accordance with all applicable laws, fully paid and
non-assessable, and represent one hundred percent (100%) of the issued and outstanding shares of
member or other equity interest of New York-New York Hotel & Casino, LLC. There are no outstanding
options, warrants, convertible securities or other rights, contingent or absolute, to acquire any
member or other equity interest of any Interest Issuer, except as set forth in Schedule 1.




          3. Creation of Security Interest.




               3.1 Pledge of Pledged Collateral. To secure the payment and performance of the
Secured Obligations of such Grantor as and when due, effective upon receipt of the approval of the
Nevada Gaming Commission, each Grantor hereby conveys, pledges, assigns and transfers to the
Collateral Agent, and grants to the Collateral Agent, as agent and representative for the equal and
ratable benefit of the Noteholders, a security interest (the “Security Interest”) in, all
right, title, claim and interest of such Grantor in and to the Pledged Collateral. Subject to
Section 3.3 of this Agreement, the Security Interest created by this Section 3.1 shall continue in
effect so long as any Secured Obligation is owed to Collateral Agent or any of the Notes remain
outstanding. Upon receipt of the approval of the Nevada Gaming Commission, the Secured Obligations
will be secured by a valid and enforceable Security Interest in the Pledged Interests, and upon the
delivery to Collateral Agent or its agent of Certificates representing the Pledged Interests, the
Security Interest and the related Lien will be perfected and superior to and prior to the Liens of
all third persons.



               3.2 Delivery of Certain Pledged Collateral. Subject to compliance with applicable
Gaming Laws, Grantors shall cause to be delivered to Collateral Agent or its agent for the benefit
of the Noteholders (a) the Certificates evidencing the Pledged Interests, (b) the Intercompany
Notes listed on Schedule 2 hereto and (c) any other certificates, instruments or other agreements
now or hereafter representing or evidencing any of the Pledged Collateral. To the extent required
by applicable Gaming Laws, all such Certificates shall be held in the State of Nevada at a location
approved by the Nevada State Gaming Control Board and shall be made available for inspection by
agents or employees of the Nevada State Gaming Control Board immediately upon request during normal
business hours. All Certificates at any time delivered to Collateral Agent for the benefit of the
Noteholders shall be in suitable form for transfer by delivery, or shall be accompanied by duly
executed and undated instruments of transfer or assignment in blank, all in form and substance
reasonably satisfactory to Collateral Agent. Collateral Agent or its agent shall hold all
Certificates and the Intercompany Notes pledged



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hereunder pursuant to this Agreement unless and until released in accordance with Section 3.3
of this Agreement.



               3.3 Release of Pledged Collateral. The Security Interest shall be released upon the
terms and conditions of Sections 11.04 and 11.05 of the Indenture. Any release of the Pledged
Collateral shall comply with Section 11.08 of the Indenture. Collateral Agent, at the expense of
Grantors, promptly shall redeliver all Certificates and Intercompany Notes and shall execute and
deliver to Grantors all documents requested by Grantors that are reasonably necessary to release
Pledged Collateral of record whenever Grantors shall be entitled to the release thereof in
accordance with this Section 3.3.



          4. Further Assurances.




               4.1 Subject to compliance with applicable Gaming Laws, each Grantor agrees that at any time,
and from time to time, at its own expense such Grantor will promptly execute, deliver and file (or
authorize Collateral Agent to file) or record all further financing statements, instruments and
documents, and will take all further actions, including, without limitation, causing the issuers
of, or obligors on any of the Pledged Collateral to so execute, deliver, file or take other
actions, that may be necessary or desirable, or that Collateral Agent reasonably may request, in
order to perfect and protect any pledge or security interest granted hereby or to enable Collateral
Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged
Collateral and to preserve, protect and maintain the Pledged Collateral and the value thereof,
including, without limitation, payment of all taxes, assessments and other charges imposed on or
relating to the Pledged Collateral other than claims being contested in good faith by appropriate
proceedings diligently conducted. Subject to compliance with applicable Gaming Laws, Grantors
hereby (a) irrevocably direct the issuers of or obligors on any such Pledged Collateral, or each
securities intermediary, registrar, transfer agent or trustee for any such Pledged Collateral, to
accept the provisions of this Agreement as conclusive evidence of the right of Collateral Agent to
effect any transfer or exercise any right hereunder or with respect to any such Pledged Collateral,
notwithstanding any other notice or direction to the contrary heretofore or hereafter given by such
Grantor or any other Person to any of such parties; and (b) covenant and agree to transfer or
reinvest any such Pledged Collateral, promptly upon Collateral Agent’s written request, in such
manner as may be deemed necessary or desirable by Collateral Agent to create and perfect, and to
continue and preserve, a security interest in such Pledged Collateral in favor of Collateral Agent,
or the priority, control and exclusivity thereof, free of all other Liens and claims except as may
be permitted by the terms hereof or of the Indenture.



               4.2 Each Grantor agrees to use commercially reasonable efforts to obtain all approvals of the
Nevada Gaming Commission or any other Gaming Authority that are required by law for or in
connection with any action or transaction contemplated by this Agreement or by Article 8 or Article
9 of the Uniform Commercial Code as in effect in the State of Nevada and, at Collateral Agent’s
written request after and during the continuance of an Event of Default, to prepare, sign and file
with the appropriate Gaming Authority the transferor’s portion of any application or applications
for consent to the transfer of control thereof necessary or appropriate under applicable Gaming
Laws for approval of any sale or transfer of the Pledged



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Collateral pursuant to the exercise of Collateral Agent’s remedies hereunder and under the
Note Documents.



          5. Voting Rights; Dividends; etc. So long as no Event of Default shall have occurred
and be continuing, and until Collateral Agent suspends such rights, Grantors will be entitled to
receive the benefit of all distributions and other Proceeds made upon or with respect to the
Collateral by them and to exercise any voting and other consensual rights pertaining to the
Collateral pledged by them; provided, however, that any and all such distributions
and other Proceeds received in the form of capital stock (or other equity interest) shall be, and
the Certificates representing such capital stock (or other equity interest) forthwith shall be
delivered subject to compliance with Gaming Laws to Collateral Agent or its agent to hold as
Pledged Collateral and shall, if received by any Grantor, be received in trust for the benefit of
the Noteholders, be segregated from the other property of such Grantor, and forthwith be delivered
to Collateral Agent or its agent for the benefit of the Noteholders as Pledged Collateral in the
same form as so received (with any necessary endorsements) in suitable form for transfer by
delivery or accompanied by executed and undated instruments of transfer or assignment in blank, all
in form and substance reasonably satisfactory to Collateral Agent.




     Upon the occurrence and during the continuance of an Event of Default, at the election of
Collateral Agent or the Noteholders holding a majority in aggregate principal amount of the
Outstanding Notes pursuant to Section 6.12 of the Indenture to suspend such rights:




               (a) Voting Rights. Upon the receipt of all required approvals from any
applicable Gaming Authority, all rights of Grantors to exercise such voting or other
consensual rights shall cease, and all such rights shall become vested in the Collateral
Agent which, to the extent permitted by law, will have the sole right to exercise such
rights.



               (b) Interest and Distribution Rights. All rights of Grantors to receive all
distributions and other Proceeds made upon or with respect to the Collateral will cease, and
upon the receipt of all required approvals from any applicable Gaming Authority, such cash
dividends, interest and other payments will be paid to Collateral Agent.



          6. Rights During Event of Default. When an Event of Default has occurred and is
continuing, subject to receipt of all required approvals from any applicable Gaming Authority:




               6.1 Proceeds Held in Trust. All distributions and other Proceeds which are received
by any Grantor contrary to the provisions of this Agreement shall be received in trust for the
benefit of the Noteholders, shall be segregated from other funds of such Grantor, and forthwith
shall be paid over to Collateral Agent for the account of Collateral Agent as Pledged Collateral in
the same form as so received (with any necessary endorsements).



               6.2 Irrevocable Proxy. Each Grantor hereby revokes all previous proxies with regard
to the Pledged Securities and, to the extent allowable under applicable Gaming Laws, appoints
Collateral Agent for the benefit of the Noteholders as its proxyholder to



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attend and vote at any and all meetings of the members (or other equity holders, as
applicable) of the limited liability companies (or other entities, as applicable) which issued the
Pledged Securities, and any adjournments thereof, held on or after the date of the giving of this
proxy and prior to the termination of this proxy and to execute any and all written consents of
members (or other equity holders, as applicable) of such limited liability companies (or other
entities, as applicable) executed on or after the date of the giving of this proxy and prior to the
termination of this proxy, with the same effect as if such Grantor had personally attended the
meetings or had personally voted its interests (or other equity interests, as applicable) or had
personally signed the written consents; provided, however, that the proxyholder
shall have rights hereunder only upon the occurrence and during the continuance of an Event of
Default under the Indenture and subject to compliance with Gaming Laws. Each Grantor hereby
authorizes Collateral Agent to, subject to compliance with Gaming Laws, substitute another Person
as the proxyholder and, upon the occurrence or during the continuance of any Event of Default,
hereby authorizes and directs the proxyholder to file this proxy and the substitution instrument
with the secretary or other appropriate officer of the appropriate limited liability company or
other entity as applicable. This proxy is coupled with an interest and is irrevocable until such
time as the Security Interest is released pursuant to Section 3.3.



          7. Transfers and Other Liens. Each Grantor agrees that, except as permitted under the
Note Documents, it will not (i) sell, assign, exchange, transfer or otherwise dispose of, or
contract to sell, assign, exchange, transfer or otherwise dispose of, or grant any option with
respect to, any of the Pledged Collateral, (ii) create or permit to exist any Lien upon or with
respect to any of the Pledged Collateral, except for Permitted Liens and other encumbrances
permitted pursuant to the Indenture, or (iii) take any action with respect to the Pledged
Collateral which is inconsistent with the provisions or purposes of this Agreement or any other
Note Document.




          8. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably
appoints Collateral Agent for the benefit of the Noteholders as such Grantor’s attorney-in-fact for
the following purposes: (a) to do all acts and things and to execute all documents which
Collateral Agent may deem necessary or advisable to perfect and continue perfected the Security
Interest created by this Agreement, and, upon the occurrence and during the continuance of an Event
of Default, to preserve, process, develop, maintain and protect the Pledged Collateral; (b) upon
the occurrence and during the continuance of an Event of Default, to do any and every act which
such Grantor is obligated to do under this Agreement; (c) to prepare, sign, file and record, in
such Grantor’s name, any financing statement covering the Pledged Collateral; and (d) to endorse
and transfer the Pledged Collateral upon foreclosure by Collateral Agent; provided,
however, that Collateral Agent shall be under no obligation whatsoever to take any of the
foregoing actions, and, absent bad faith or actual malice, Collateral Agent shall have no liability
or responsibility for any act taken or omission with respect thereto. The foregoing power of
attorney is coupled with an interest and is irrevocable. Each Grantor hereby agrees to repay
promptly upon demand all reasonable costs and expenses incurred or expended by Collateral Agent in
exercising any right or taking any action under this Agreement.




          9. Collateral Agent May Perform Obligations. If any Grantor fails to perform any
Obligation contained herein, Collateral Agent for the benefit of the Noteholders may, but without
any obligation to do so and without further notice to or demand upon Grantors, perform




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the same and take such other action as Collateral Agent may deem necessary or desirable to
protect the Pledged Collateral or Collateral Agent’s Security Interest therein, Collateral Agent
being hereby authorized (without limiting the general nature of the authority hereinabove
conferred) to pay, purchase, contest and compromise any Lien which in the reasonable judgment of
Collateral Agent appears to be prior or superior to Collateral Agent’s Security Interest, and in
exercising any such powers and authority to pay necessary expenses, employ counsel and pay
reasonable attorneys’ fees. Each Grantor hereby agrees to repay promptly following demand all sums
so expended by Collateral Agent, together with interest from the date of expenditure at the rates
provided for in the Indenture. Collateral Agent shall not be under any duty or obligation to
preserve, maintain or protect the Pledged Collateral or any of any Grantor’s rights or interest
therein, exercise any voting rights with respect to the Pledged Collateral, whether or not a
Default or Event of Default has occurred or is continuing, or make or give any notices of default,
presentments, demands for performance, notices of nonperformance or dishonor, protests, notices of
protest or notice of any other nature whatsoever in connection with the Pledged Collateral on
behalf of any Grantor or any other Person having any interest therein; and neither Collateral Agent
nor any noteholder assumes and none shall be obligated to perform the Secured Obligations of any
Grantor, if any, with respect to the Pledged Collateral.




          10. Reasonable Care. Collateral Agent shall be deemed to have exercised reasonable
care in the custody and preservation of the Pledged Collateral in its possession if the Pledged
Collateral is accorded treatment substantially similar to that which Collateral Agent accords its
own property, it being understood that Collateral Agent shall not have any responsibility for
ascertaining or taking action with respect to maturities, calls, conversions, exchanges, tenders or
other matters relative to any Pledged Collateral, whether or not Collateral Agent has or is deemed
to have knowledge of such matters, or taking any necessary steps to preserve rights against any
Person with respect to any Pledged Collateral. The Collateral Agent shall comply with the
conditions, if any, imposed by the Gaming Authority in connection with the approvals of the
Security Interest granted hereunder by any Grantor, including, without limitation, any conditions
requiring Collateral Agent to permit representatives of the Gaming Authority to inspect such
securities and Certificates. Collateral Agent shall not surrender possession of any Pledged
Collateral to any party other than Grantors without the prior approval of the Gaming Authority or
as otherwise permitted by applicable Gaming Laws.




          11. Events of Default and Remedies.




               11.1 Rights Upon Event of Default. Upon the occurrence and during the continuance of
an Event of Default under the Indenture, Grantors shall be in default hereunder and Collateral
Agent shall have in any jurisdiction where enforcement is sought, in addition to all other rights
and remedies that Collateral Agent may have under this Agreement and under applicable Law or in
equity, all of its rights and remedies as a secured party under the Uniform Commercial Code as
enacted in any such jurisdiction, and in addition the following rights and remedies, all of which
may be exercised with or without further notice to any Grantor, subject to receipt of all required
approvals from any applicable Gaming Authority:



          (a) to notify any Interest Issuer of any Pledged Securities and any and all other obligors on
any Pledged Collateral that the same has been pledged to Collateral Agent for the benefit of the
Noteholders and that all distributions and other Proceeds thereon are to be




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made directly and exclusively to Collateral Agent for the account of Collateral Agent; to
renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and
adjustments and issue credits with respect to, release, settle, compromise, compound, collect or
otherwise liquidate, on terms acceptable to Collateral Agent, in whole or in part, the Pledged
Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any
other agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers
and ratifications with respect to the Pledged Collateral and exercise all other rights (including
voting rights), powers and remedies and otherwise act with respect thereto as if Collateral Agent
were the owner thereof;




          (b) to enforce payment and prosecute any action or proceeding with respect to any and all of
the Pledged Collateral and take or bring, in Collateral Agent’s name(s) or in the name of the
applicable Grantor(s), all steps, actions, suits or proceedings deemed by Collateral Agent
necessary or desirable to effect collection of or to realize upon the Pledged Collateral;




          (c) in accordance with applicable Law, to take possession of the Pledged Collateral with or
without judicial process;




          (d) to endorse, in the name of the applicable Grantor(s), all checks, notes, drafts, money
orders, instruments and other evidences of payment relating to the Pledged Collateral;




          (e) to transfer any or all of the Pledged Collateral into the name of Collateral Agent or its
nominee or nominees; and




          (f) in accordance with applicable Law (including applicable Gaming Laws), to foreclose the
Liens and Security Interest created under this Agreement or under any other agreement relating to
the Pledged Collateral by any available judicial procedure or without judicial process, and to
sell, assign or otherwise dispose of the Pledged Collateral or any part thereof, either at public
or private sale or at any broker’s board or securities exchange, in lots or in bulk, for cash, on
credit or on future delivery, or otherwise, with or without representations or warranties, and upon
such terms as shall be acceptable to Collateral Agent; all at the sole option of and in the sole
discretion of Collateral Agent.




               11.2 Notice of Sale. Collateral Agent shall give Grantors at least 10 days’ written
notice of sale of all or any part of the Pledged Collateral. Subject to compliance with Gaming
Laws, any sale of the Pledged Collateral shall be held at such time or times and at such place or
places as Collateral Agent may determine in the exercise of its sole and absolute discretion.
Collateral Agent may bid (which bid may be, in whole or in part, in the form of cancellation of
Secured Obligations) for and purchase for the account of Collateral Agent or any nominee of
Collateral Agent the whole or any part of the Pledged Collateral. Collateral Agent shall not be
obligated to make any sale of the Pledged Collateral if it shall determine not to do so regardless
of the fact that notice of sale of the Pledged Collateral may have been given. Collateral Agent
may, without notice or publication, adjourn the sale from time to time by announcement at the time
and place fixed for sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned.



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               11.3 Private Sales. Subject to compliance with Gaming Laws, upon the occurrence and
during the continuance of an Event of Default under the Indenture, whether or not any of the
Pledged Collateral has been effectively registered under the Securities Act of 1933, as amended, or
other applicable Laws, Collateral Agent may, in its sole and absolute discretion, sell all or any
part of the Pledged Collateral at private sale in such manner and under such circumstances as
Collateral Agent may deem necessary or advisable in order that the sale may be lawfully conducted.
Without limiting the foregoing, Collateral Agent may (i) approach and negotiate with a limited
number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to Persons
who will represent and agree that they are purchasing the Pledged Collateral for their own account
for investment and not with a view to the distribution or resale thereof. In the event that any of
the Pledged Collateral is sold at private sale, each Grantor agrees that if the Pledged Collateral
is sold for a price which Collateral Agent in good faith believes to be reasonable, then, (A) the
sale shall be deemed to be commercially reasonable in all respects, (B) such Grantor shall not be
entitled to a credit against the Secured Obligations in an amount in excess of the purchase price,
and (C) Collateral Agent shall not incur any liability or responsibility to such Grantor in
connection therewith, notwithstanding the possibility that a substantially higher price might have
been realized at a public sale. Each Grantor recognizes that a ready market may not exist for
Pledged Collateral which is not regularly traded on a recognized securities exchange or in another
recognized market, and that a sale by Collateral Agent of any such Pledged Collateral for an amount
substantially less than a pro rata share of the fair market value of such Interest Issuer’s assets
minus liabilities may be commercially reasonable in view of the difficulties that may be
encountered in attempting to sell a large amount of Pledged Collateral or Pledged Collateral that
is privately traded.



               11.4 Title of Purchasers. Subject to compliance with Gaming Laws, upon consummation
of any sale of Pledged Collateral pursuant to this Section 11, Collateral Agent shall have the
right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral
so sold. Each such purchaser at any such sale shall hold the Pledged Collateral sold absolutely
free from any claim or right on the part of Grantors or any other Person, and each Grantor hereby
waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal
which it now has or may at any time in the future have under any rule of Law or statute now
existing or hereafter enacted. If the sale of all or any part of the Pledged Collateral is made on
credit or for future delivery, Collateral Agent shall not be required to apply any portion of the
sale price to the Secured Obligations until such amount actually is received by Collateral Agent,
and any Pledged Collateral so sold may be retained by Collateral Agent until the sale price is paid
in full by the purchaser or purchasers thereof. Collateral Agent shall not incur any liability in
case any such purchaser or purchasers shall fail to pay for the Pledged Collateral so sold, and, in
case of any such failure, the Pledged Collateral may be sold again upon like notice.



               11.5 Disposition of Proceeds of Sale. The net cash proceeds resulting from the
collection, liquidation, sale or other disposition of the Pledged Collateral shall be applied,
first, to the costs and expenses (including attorneys’ fees) of retaking, holding, storing,
processing and preparing for sale, selling, collecting and liquidating the Pledged Collateral, and
the like; and thereafter pursuant to Section 6.06 of the Indenture.



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          12. Continuing Effect. This Agreement shall remain in full force and effect and
continue to be effective should any petition be filed by or against any Grantor for liquidation or
reorganization, should any Grantor become insolvent or make an assignment for the benefit of
creditors or should a receiver or trustee be appointed for all or any significant part of any
Grantor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at
any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to
applicable Law, rescinded or reduced in amount, or must otherwise be restored or returned by
Collateral Agent or any Noteholder, whether as a “voidable preference,” “fraudulent conveyance” or
otherwise (and whether by litigation, settlement, demand or otherwise), all as though such payment
or performance had not been made. In the event that any payment or any part thereof is rescinded,
reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only
by such amount paid and not so rescinded, reduced, restored or returned.




          13. Regulatory Matters. Collateral Agent, on behalf of Collateral Agent, acknowledges
and agrees that:




          (a) In the event that Collateral Agent exercises one or more of the remedies set forth in
Section 11 of this Agreement, including but not limited to re-registration of the Pledged
Collateral pursuant to applicable Gaming Laws, such exercise of remedies would be deemed a separate
transfer of the Pledged Collateral and would require the separate and prior approval of the Gaming
Authority pursuant to applicable Gaming Laws as in effect on the date hereof.




          (b) The approval by the Gaming Authority of this Agreement shall not act or be construed as
the approval, either express or implied, for the Collateral Agent to take any actions or steps
provided for in this Agreement for which prior approval of the Gaming Authority is required,
without first obtaining such prior and separate approval of the Gaming Authority to the extent then
required by this Agreement.




          14. Covenant Not to Issue Uncertificated Securities. Each Grantor represents and
warrants to Collateral Agent that all of the capital stock (or other equity interests) of NYNY are
securities in certificated form (in each case as contemplated by Article 8 of the Uniform
Commercial Code as in effect in the State of Nevada), and covenants to Collateral Agent that,
subject to the receipt of all required approvals from the applicable Gaming Authority, it will not
cause or permit NYNY (or any other Interest Issuer) to issue any member interests (or other equity
interest) in a form that is not a security, or in any uncertificated form, or seek to convert all
or any part of its existing member interests (or other equity interest) into instruments or other
documents that are not securities, or into securities in uncertificated form (in each case as
contemplated by Article 8 of the Uniform Commercial Code as in effect in the State of Nevada). The
foregoing representations, warranties and covenants shall survive the execution and delivery of
this Agreement.




          15. Covenant Not to Dilute Interests of Collateral Agent in Pledged Securities. Each
Grantor represents, warrants and covenants to Collateral Agent that it will not at any time cause
or permit NYNY to issue any additional member interests (or other equity interest), or any
warrants, options or other rights to acquire any additional capital stock (or other equity
interest),




11









 







if the effect thereof would be to dilute in any way the interests of Collateral Agent in any
Pledged Securities or in any Interest Issuer.




          16. Indemnity. Each Grantor agrees to indemnify and hold harmless Collateral Agent,
and each of them, from and against any and all claims, demands, losses, judgments and liabilities
(including without limitation liabilities for penalties) of whatsoever kind or nature, and to
reimburse Collateral Agent for (a) all costs and expenses, including without limitation attorneys’
fees and expenses and/or costs and expenses associated with, arising out of or in connection with
this Agreement, or any waiver, supplementation, extension, renewal or amendment of any term or
provision hereof, and (b) all costs and expenses, including without limitation attorneys’ fees and
expenses and/or costs and expenses associated with, arising out of or in connection with the
exercise by Collateral Agent of any right or remedy granted to it hereunder or under the other Note
Documents (including in connection with any workout, restructuring or bankruptcy, insolvency or
other similar proceeding); except, in each case, to the extent arising from the gross negligence or
willful misconduct of Collateral Agent as determined by a court of competent jurisdiction by final
and nonappealable judgment. In no event shall Collateral Agent be liable for any matter or thing
in connection with this Agreement other than to account for monies actually received by Collateral
Agent in accordance with the terms hereof. If and to the extent that the agreements of the
Grantors under this Section 16 are unenforceable for any reason, each Grantor hereby agrees
to make the maximum contribution to the payment and satisfaction of such obligations which is
permissible under applicable Law.




          17. Waivers and Consents. Each Grantor acknowledges that the Liens created or granted
herein will or may secure obligations of Persons other than such Grantor and, in full recognition
of that fact, each Grantor consents and agrees that Collateral Agent may, but is not obligated to
as determined in its sole discretion, and shall upon the direction of the Noteholders in accordance
with Section 6.12 of the Indenture, at any time and from time to time, without notice or demand,
and without affecting the enforceability or security hereof:




          (a) supplement, modify, amend, extend, renew, accelerate, or otherwise change the time for
payment or the terms of the Secured Obligations or any part thereof, including any increase or
decrease of the rate(s) of interest thereon;




          (b) supplement, modify, amend or waive, or enter into or give any agreement, approval or
consent with respect to, the Secured Obligations or any part thereof or any of the Note Documents
or any additional security or guaranties, or any condition, covenant, default, remedy, right,
representation or term thereof or thereunder;




          (c) accept new or additional instruments, documents or agreements in exchange for or relative
to any of the Note Documents or the Secured Obligations or any part thereof;




          (d) accept partial payments on the Secured Obligations;




          (e) receive and hold additional security or guaranties for the Secured Obligations or any part
thereof;




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          (f) release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer
and enforce any security or guaranties, and apply any security and direct the order or manner of
sale thereof as Collateral Agent in its sole and absolute discretion may determine;




          (g) release any Person or any guarantor from any personal liability with respect to the
Secured Obligations or any part thereof;




          (h) settle, release on terms satisfactory to Collateral Agent or by operation of applicable
laws or otherwise liquidate or enforce any Secured Obligations and any security or guaranty
therefor in any manner, consent to the transfer of any security and bid and purchase at any sale;
and




          (i) consent to the merger, change or any other restructuring or termination of the corporate
or other existence of Issuer or any other Person, and correspondingly restructure the Secured
Obligations, and any such merger, change, restructuring or termination shall not affect the
liability of any Grantor or the continuing existence of any Lien hereunder, under any other Loan
Document to which any Grantor is a party or the enforceability hereof or thereof with respect to
all or any part of the Secured Obligations.




          Upon the occurrence of and during the continuance of any Event of Default, Collateral Agent
may enforce this Agreement independently as to each Grantor and independently of any other remedy
or security Collateral Agent at any time may have or hold in connection with the Secured
Obligations, and it shall not be necessary for Collateral Agent to marshal assets in favor of any
Grantor or any other Person or to proceed upon or against and/or exhaust any other security or
remedy before proceeding to enforce this Agreement. Each Grantor expressly waives any right to
require Collateral Agent to marshal assets in favor of any Grantor, or any other Person or to
proceed against any other Person or any collateral provided by any other Person, and agrees that
Collateral Agent may proceed against any Person and/or collateral in such order as it shall
determine in its sole and absolute discretion. Collateral Agent may file a separate action or
actions against any Grantor, whether or not action is brought or prosecuted with respect to any
other security or against any other Grantor, Issuer or any other Person, or whether or not any
other Person is joined in any such action or actions. Each Grantor agrees that Collateral Agent
and Issuer and any Person may deal with each other in connection with the Secured Obligations or
otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in
any manner whatsoever, all without in any way altering or affecting the validity of, or the pledge
or Security Interest granted or created by, this Agreement. Collateral Agent’s rights hereunder
shall be reinstated and revived, and the enforceability of this Agreement shall continue, with
respect to any amount at any time paid on account of the Secured Obligations which thereafter shall
be required to be restored or returned by Collateral Agent upon the bankruptcy, insolvency or
reorganization of any Grantor or any other Person or otherwise (and whether by litigation,
settlement, demand or otherwise), all as though such amount had not been paid. Each Grantor agrees
that the Liens created or granted herein and the enforceability of this Agreement at all times
shall remain effective to secure the full amount of all the Secured Obligations including, without
limitation, the amount of all loans and interest thereon at the rates provided for in the Indenture
and the note(s) thereunder, even though the Secured Obligations, including any part thereof
or any other security or guaranty therefor, may


13









 







be or hereafter may become invalid or otherwise unenforceable as against Issuer or any other
Person and whether or not Issuer or any other Person shall have any personal liability with respect
thereto. Each Grantor expressly waives any and all defenses now or hereafter arising or asserted
by reason of (a) any disability or other defense of Issuer or any other Person with respect to the
Secured Obligations, (b) the unenforceability or invalidity of any security or guaranty for the
Secured Obligations or the lack of perfection or continuing perfection or failure or subordination
of priority of any security for the Secured Obligations, (c) the cessation for any cause whatsoever
of the liability of Issuer or any other Grantor (other than by reason of the full payment and
performance of all Secured Obligations), (d) any failure of Collateral Agent to marshal assets in
favor of such Grantor or any other Person, (e) except as otherwise provided in this Agreement, any
failure of Collateral Agent to give notice of sale or other disposition of collateral to
such Grantor or any other Person or any defect in any notice that may be given in connection with any
sale or disposition of collateral, (f) except as otherwise provided in this Agreement, any failure
of Collateral Agent to comply with applicable Laws in connection with the sale or other disposition
of any Pledged Collateral or other security for any Secured Obligation, including, without
limitation, any failure of Collateral Agent to conduct a commercially reasonable sale or other
disposition of any Pledged Collateral or other security for any Secured Obligation, (g) any act or
omission of Collateral Agent or others that directly or indirectly results in or aids the discharge
or release of Issuer or any other Person or the Secured Obligations or any other security or
guaranty therefor by operation of Law or otherwise, (h) any Law which provides that the obligation
of a surety or guarantor must neither be larger in amount nor in other respects more burdensome
than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to
the principal obligation, (i) any failure of Collateral Agent to file or enforce a claim in any
bankruptcy or other proceeding with respect to any Person, (j) the election by Collateral Agent, in
any bankruptcy proceeding of any Person, of the application or non-application of Section
1111(b)(2) of the United States Bankruptcy Code, (k) any extension of credit or the grant of any
Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under
Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to
the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance
of any Lien in favor of Collateral Agent for any reason, (o) any bankruptcy, insolvency,
reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced
by or against any Person, including any discharge of, or bar or stay against collecting,
all or any of the Secured Obligations (or any interest thereon) in or as a result of any such
proceeding, (p) to the extent permitted by applicable Law, the benefits of any form of one-action
rule under any applicable Law, or (q) any action taken by Collateral Agent that is authorized by
this Section 1 or any other provision of any Loan Document. Until no part of any commitment to
lend remains outstanding and all of the Secured Obligations have been paid and performed in full,
Grantors shall have no right of subrogation, contribution, reimbursement or indemnity, and each
Grantor expressly waives any right to enforce any remedy that Collateral Agent now has or hereafter
may have against any other Person and waives the benefit of, or any right to participate in, any
other security now or hereafter held by Collateral Agent. Each Grantor waives all rights and
defenses arising out of an election of remedies by Collateral Agent, even though that election of
remedies, such as a non-judicial foreclosure with respect to security for the Secured Obligations
has destroyed such Grantor’s rights of subrogation and reimbursement against the principal. Each
Grantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or
performance,




14









 







notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and
all other notices or demands of any kind or nature whatsoever with respect to the Secured
Obligations, and all notices of acceptance of this Agreement or of the existence, creation or
incurring of new or additional Secured Obligations.




          Notwithstanding anything contained herein to the contrary, the right of the Collateral Agent
to perform any discretionary act enumerated herein or in any other Collateral Documents to which it
is a party (including the right to consent to or approve of any action or document which requires
their consent or approval and the right to waive any provision of, or consent to any change or
amendment to, any of the Collateral Documents) shall not be construed as giving rise to any
expressed or implied duty owed by the Collateral Agent, and the Collateral Agent shall not be
answerable in connection with any of the foregoing for, or have any liability whatsoever as a
result of, (i) its refusal to perform, consent or approve of such discretionary acts without the
prior consent or direction of the applicable percentage of the Noteholders that would be required
if such consent or direction was obtained under the Indenture or Collateral documents, as the case
may be, or (ii) its performance of any such discretionary act (except for any gross negligence or
willful misconduct in the performance of such acts). In connection with any such discretionary
acts, the Collateral Agent may in its sole discretion (but shall not, except as otherwise provided
in the Indenture or as otherwise required by applicable Law, have any obligation to) request the
approval of the Noteholders.




          18. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEVADA.




          19. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which, taken together, shall constitute one and the
same agreement.




          20. Additional Powers and Authorization. The Collateral Agent has been appointed as
the Collateral Agent hereunder pursuant to the Indenture and shall be entitled to the benefits of
the Indenture and the other Note Documents. Notwithstanding anything contained herein to the
contrary, the Collateral Agent may employ agents, trustees, or attorneys-in-fact and may vest any
of them with any property (including, without limitation, the Pledged Collateral), title, right or
power deemed necessary for the purposes of such appointment.




          21. Notices. Each Grantor hereby irrevocably appoints Issuer as its agent for the
purpose of receiving notices hereunder, and agrees that such Grantor conclusively shall be deemed
to have received any notice when such notice has been given to Issuer in the manner provided for in
the Indenture.




          22. Consent to Transfer of Pledged Collateral. Notwithstanding any restrictions or
prohibitions on assignment, transfer or other hypothecation of the Pledged Collateral contained in
any articles of organization, articles or certificate of incorporation, operating agreement,
by-laws, shareholder agreement or any similar instrument (a) with respect to Grantors or any
Subsidiary of any Grantor or (b) otherwise entered into by any Grantor or any other party which may
from time to time become a Grantor hereunder, each of the Grantors




15









 







hereby consents to (i) the pledge of the Pledged Collateral hereunder (ii) the assignment,
pledge, transfer or other hypothecation of the Pledged Collateral in connection with this Agreement
or (iii) the exercise of any rights or remedies hereunder, including transfers to the Collateral
Agent or third parties pursuant to foreclosure or other exercise of remedies.




          23. WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER NOTE
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH GRANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER NOTE DOCUMENTS BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.




          24. Rights, Privileges and Protections. The rights, privileges, protections,
immunities and benefits given to the Trustee by the terms of the Indenture, including, without
limitation, its rights to be reimbursed or indemnified, are extended to, and shall be enforceable
by, the Trustee in its capacity as Collateral Agent hereunder, and each agent, custodian and other
Person employed to act hereunder.




[The remainder of this page is intentionally left blank — signature page follows]





16









 








          IN WITNESS WHEREOF, each Grantor has caused this Agreement to be duly executed as of the date
first above written.




	 	 	 	 	 
	 	“Grantors”





MGM MIRAGE,

a Delaware corporation

 	 
	 	By:  	/s/ John M. McManus
 	 
	 	 	Name:  	John M. McManus 	 
	 	 	Title:  	Senior Vice President, Assistant General
Counsel and Assistant Secretary 	 
	 
	 	New PRMA Las Vegas, Inc.,

a Nevada corporation

 	 
	 	By:  	/s/ John M. McManus
 	 
	 	 	Name:  	John M. McManus 	 
	 	 	Title:  	Assistant Secretary 	 
	 
	 	Address:





c/o MGM MIRAGE

3600 Las Vegas Boulevard South

Las Vegas, Nevada 89109

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



ACCEPTED AND AGREED

AS OF THE DATE FIRST

ABOVE WRITTEN:




“Collateral Agent”




	 	 	 	 	 
	U.S. Bank National Association

 	 	 
	By:  	/s/ Raymond S. Haverstock
 	 	 
	 	Name:  	Raymond S. Haverstock 	 	 
	 	Title:  	Vice President