Sample Business Contracts

Commitment Letter for Secured Credit Facility - Bank of America and MGM Grand Inc.

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                                         May 13, 1996

Mr. Alex Yemenidjian
MGM Grand, Inc.
3799 Las Vegas Boulevard South
Las Vegas, Nevada 89109

Dear Alex:

     Bank of America National Trust and Savings Association is pleased to commit
to provide up to $300,000,000 of the proposed aggregate $500,000,000 secured
credit facility (the "Facility") for MGM Grand, Inc.  Our commitment is based
upon the attached Summary of Terms and Conditions (the "Summary"), the terms and
provisions of which are incorporated herein by this reference.  We would serve
as Administrative Agent for the Facility.

     Lenders which execute this letter and commit to provide a $50,000,000
portion of the Facility not later than Tuesday, May 14, 1996 would be Co-Agents
under the Facility.  No Co-Agents would be accepted after that date.  Co-Agents
will commit to provide their portions of the Facility (also based upon the
Summary) by executing this letter in the appropriate space provided below.  Our
commitment and the commitment of each Co-Agent (collectively, the "Commitments")
are conditioned upon the commitment by at least four of the potential Co-Agents
listed below of $50,000,000 each by Tuesday, May 14, 1996.  In the event that
five Co-Agents commit an aggregate of $250,000,000 by that date, our commitment
amount will automatically be reduced to $250,000,000.

     BA Securities, Inc. agrees to use its best efforts to arrange a mutually
acceptable syndicate of lenders for the Facility.   MGM Grand, Inc. would be
entitled to accept oversubscriptions up to a total Facility amount of
$600,000,000, provided that Bank of America would be entitled to reduce the
amount of its initial commitment prior to your acceptance of oversubsciptions,
as set forth in the fee letter described below.   We reserve the right to
allocate a portion of our commitment to our affiliate, Bank of America Nevada.
     The Commitments are conditioned upon your acceptance of this letter by
signing it and returning it to us not later than close of business on May 14,
1996, together with your payment of the Breakup Fees referred to in the Summary
and in our separate letter agreement dated today respecting fees payable to Bank
of America and BA Securities, Inc.

     This letter may not be disclosed to any person (other than your legal
counsel), or its existence referred to in a communication to any such person,
prior to such acceptance and payment.  The Commitments will terminate if the
transactions contemplated by the Summary have not been consummated by December
5, 1996.

     The Commitments are conditioned upon execution of mutually satisfactory
definitive loan documentation containing appropriate and customary
representations, warranties, covenants and events of default.  The Commitments
are also subject to the absence of any material and adverse change in the
financial condition, operations, assets or business of MGM Grand, Inc. and its
subsidiaries, laws or governmental regulations which are relevant to the
transactions contemplated, or the financial and credit markets disrupting the
bank loan syndication market generally.

     It is understood that you will assist us in preparing an Information
Memorandum for use in the process of arranging the lender syndicate, and that
senior management will be available to meet with prospective syndicate members
as we may request.

     By executing this letter, you agree that you shall not solicit or accept
any other proposal or commitment to provide financing for the transactions
contemplated by the Summary during the period between the date of this letter
and December 5, 1996.

     By accepting this letter, MGM Grand, Inc. agrees that it shall pay on
demand all reasonable costs and expenses of the Administrative Agent and BA
Securities, Inc. (including legal fees and disbursements and the allocated costs
of internal counsel) in connection with the preparation of the Summary and the
negotiation and documentation of the Credit Documents and syndication of the
Facility, whether or not the transactions contemplated by the Summary are
actually consummated.  In addition, MGM Grand, Inc. shall defend and indemnify
the Administrative Agent, BA Securities, Inc., their respective officers,
directors, employees and agents (each, an "Indemnified Person"), against all
claims, damages, liabilities and expenses which may be incurred by or asserted
against any of them in connection with the transactions contemplated by this
letter and the Summary and for any reasonable legal or
other expenses incurred in connection with investigating, defending or
participating in any such loss, claim, damage, liability or action or other
proceeding, whether commenced or threatened, or in any way relating to the
extension of the financing contemplated by this letter and the Summary or from
any use or intended use of any of the proceeds thereof except, in the case of
any Indemnified Person, to the extent any such loss, claim, damage or liability
results from the gross negligence or willful misconduct of such Indemnified

     Please sign this letter in the space provided below and make the payment
described above to accept the Commitments.  We look forward to a prompt closing
of this transaction.


                    By:/s/ William S. Newby
                    William S. Newby, Managing Director

                    By:/s/ Jon Varnell
                    Jon Varnell, Managing Director

                    BA SECURITIES, INC.

                    By:/s/ Edward F. Millet
                    Edward F. Millet, Vice President

Accepted and agreed:


By: Alejandro Yemenidjian
Title: Pres, COO, & CFO

Each of the undersigned hereby commits to provide a $50,000,000 portion of the
Facility referred to above and will act as a Co-Agent for the Facility.










Confidential Draft                                                 May 13, 1996

                                MGM GRAND, INC.


                        Summary of Terms and Conditions
- -------------------------------------------------------------------------------

BORROWER:              MGM Grand, Inc.

GUARANTORS:            MGM Grand Hotel, Inc. ("Hotel"); and MGM Grand Atlantic
                       City, Inc. ("MGM AC").

FACILITY:              A 5 - 1/2 year senior secured reducing revolving line of

AMOUNT:                $500,000,000; Borrower reserves the right to accept
                       oversubscriptions to the Facility which result in an
                       increase in the amount of the Facility to up to
                       $600,000,000 (subject, however, to the consent of both
                       BofA and the Arranger).

SWING LINE:            A $15,000,000 portion of the Facility would be made
                       available to Borrower by means of a Swing Line.  The
                       outstanding principal balance of the Swing Line Advances
                       would not exceed $5,000,000 for a period in excess of 3
                       business days.  Swing Line Advances would be funded by
                       Bank of America Nevada at a rate equal to the Base Rate
                       plus the Base Rate Spread described below.  Each Bank
                       would have a risk participation in Swing Line Advances
                       which is equal to its pro rata share of the Facility.
                       Swing Line Advances would not constitute usage for the
                       purpose of computing Commitment Fees due to the Banks.

PURPOSES:              1)  Refinance certain existing indebtedness for borrowed
                           money of Borrower and its Subsidiaries.
                       2)  Finance up to $250,000,000 of Masterplan capital
                           improvements at the MGM Grand Hotel/Casino over the
                           next two years;
                       3)  Finance initial development costs for a new project
                           in Atlantic City; and
                       4)  General corporate purposes.

AVAILABILITY:          The Facility will become available upon the earlier to
                       occur of:

                           (i) the successful defeasance of the $473,000,000
                           (face amount) of existing First Mortgage Notes
                           ("FMN's") issued by MGM Grand Hotel Finance Corp. for
                           approximately $523,000,000, including related
                           transaction costs; or

                           (ii) concurrently with the deposit of sufficient
                           funds with the trustee for the FMN's (in the form of
                           government securities in the approximate amount of
                           $523,000,000) to successfully defease the FMN's,
                           provided that the Borrower

MGM Grand, Inc.                                                BankAmerica Corp.

Confidential Draft                                                  May 13, 1996

                           is able to provide the Agent with a first priority
                           lien in those government securities to secure the

                       In the latter case, after 91 days, the Agent would
                       release its lien in the government securities
                       concurrently with (i) its receipt of the Hotel Guaranty,
                       a first priority mortgage on the MGM Grand, Las Vegas,
                       and its other first priority security from Hotel and (ii)
                       the corresponding release of security from the FMN
                       Indentures. The final structure of the transaction in
                       which the FMN's will be defeased is to be negotiated, but
                       must be acceptable to the Agent and the Banks.  In any
                       event, the defeasance of the FMN's must be structured so
                       that the Agent and the Banks are entitled to the benefits
                       of the Security described below or the government
                       securities, without gaps or the risk of avoidance because
                       of preference claims or other similar risks.

MATURITY:              December 31, 2001.  Borrower may request one-year
                       extensions of the Facility (and correspondingly defer the
                       Scheduled Facility Reductions, below) at any time
                       following the one year anniversary of closing the
                       Facility, subject to consent to 100% of the Banks.

ADMINISTRATIVE AGENT:  Bank of America National Trust and Savings Association
                       ("BofA"; in its capacity as Administrative Agent,

ARRANGER:              BA Securities, Inc.  Arranger will endeavor, on a best
                       efforts basis, to arrange a group of Co-Agents to
                       collectively commit an aggregate initial amount to the
                       Facility of at least $200,000,000.

CO-AGENTS:             Invitations to Bank of Scotland, Societe Generale, Long-
                       Term Credit Bank of Japan, Wells Fargo, and Canadian
                       Imperial Bank of Commerce.
SECURITY:              Substantially all of the assets of Borrower and
                       the Guarantors, to include, without limitation, a pledge
                       by the Borrower of the stock of the Guarantors; first
                       deeds of trust on, and security interests in, the MGM
                       Grand Hotel/Casino and the Atlantic City project,
                       together with any improvements hereafter undertaken; and
                       a pledge of all other personal property, FF&E, contract
                       rights, equipment leases, intangibles, and other
                       significant unencumbered assets of Borrower and
                       Guarantors now owned or hereafter acquired (MGM Darwin
                       and New York-New York are specifically excluded).

MGM Grand, Inc.                                                BankAmerica Corp.
Confidential Draft                                                 May 13, 1996

FACILITY REDUCTIONS:   Availability under the Facility will reduce according to
                       the following schedule (unless extensions of the Facility
                       have been granted by the Banks -- see Maturity, above):

                       Date         Reduction    Availability
                       ----        ------------  ------------
                       12/31/99    $ 25,000,000  $475,000,000
                       03/31/00    $ 25,000,000  $450,000,000
                       06/30/00    $ 25,000,000  $425,000,000
                       09/30/00    $ 25,000,000  $400,000,000
                       12/31/00    $ 25,000,000  $375,000,000
                       03/31/01    $ 25,000,000  $350,000,000
                       06/30/01    $ 25,000,000  $325,000,000
                       09/30/01    $ 25,000,000  $300,000,000
                       12/31/01    $300,000,000            $0

                       In the event that the amount of the Facility is increased
                       by reason of an oversubscription, the Reduction Amounts
                       set forth above will be ratably increased.

PREPAYMENT:            Base Rate Loans may be prepaid without penalty at any
                       time upon one business days' notice to the Agent.
                       Prepayment of LIBOR loans may occur upon three business
                       days' notice during an interest period provided that
                       Borrower shall reimburse the Banks for any funding losses
                       and loss of anticipated profits to the Banks.
                       Prepayments shall be in an aggregate principal amount of
                       not less than $10,000,000 and in increments of $1,000,000
                       above $10,000,000.  Both principal and accrued interest
                       shall be due and payable on the proposed prepayment date.
                       Subject to the provisions regarding prepayment, Borrower
                       may reduce or cancel unused commitments without penalty
                       upon three business days' notice to the Agent.
COMMITMENT FEES:       Based on the ratio of Borrower's Leverage Ratio (as 
                       defined below), as follows (basis points):
                       Leverage                                              LIBOR          Rate    Commitment 
                        Ratio (x)                                           Spread        Spread           Fee 
                       ---------                                            ------        ------           ---  
                       x (less than) 1.25                                     75.0           0.0         25.00             
                       1.25 (less than or equal to) x (less than) 1.75       100.0           0.0         31.25
                       1.75 (less than or equal to) x (less than) 2.25       125.0          25.0         37.50
                       2.25 (less than or equal to) x (less than) 2.75       150.0          50.0         37.50
                       2.75 (less than or equal to) x (less than) 3.25       175.0          75.0         43.75
                       x (greater than or equal to) 3.25                     200.0         100.0         50.00              

                       "Base Rate" means the higher of (a) BofA's "Reference
                       Rate" (calculated on a 365/366 day basis) and (b) the
                       federal funds rate plus 0.50% (calculated on a 360 day
                       basis).  The "LIBOR" rate

MGM Grand, Inc.                                                BankAmerica Corp.

Confidential Draft                                                 May 13, 1996

                       shall be reserve adjusted.  Both the LIBOR rate and all
                       fees under the loan documents will be calculated on a 360
                       day basis.

INTEREST PERIODS:      LIBOR rate loans will be available for interest periods
                       of 1, 2, 3 or 6 months.  No more than 15 LIBOR loans
                       shall be outstanding at any one time.

INTEREST PAYMENTS:     Interest will be payable on Base Rate Loans at the end of
                       each calendar month, and on each other type of Loan at
                       the end of each Interest Period, but not less frequently
                       than every 90 days if Interest Periods longer than 90
                       days are selected.

BORROWINGS:            Borrower must give notice to the Agent of its intention
                       to borrow under the LIBOR option 3 eurodollar banking
                       days before the requested loan.  Base Rate borrowings are
                       available on a same day basis.

BORROWINGS:            Advances under the Facility shall be in integral
                       multiples of $1,000,000 which are not less than

COMMITMENT FEES:       Commitment fees shall be payable with respect to the
                       average daily unused portion of the Facility quarterly in
                       arrears and upon any termination of all or any portion of
                       the Facility.

ADMINISTRATIVE FEE:    Annual Administrative Fee payable as set forth in a
                       letter with BofA.

UNDERWRITING FEES:     Agent:  As set forth in a letter agreement with BofA.

                       Co-Agents:  1.00% for $50,000,000 commitments, payable
                       upon consummation of the initial loans on the commitment
                       amount accepted by Borrower and Arranger.

BREAKUP FEE:           Borrower will pay $25,000 to each Co-Agent and an amount
                       set forth in a letter agreement to the Agent within one
                       week of commitment, for use of the Commitment Letters
                       providing an aggregate $500,000,000 underwriting of the
                       Facility.  Such amounts will be credited to the
                       Underwriting Fees payable at closing to BofA/Arranger and
                       the Co-Agents, respectively.

DOCUMENTATION:         The Facility will be subject to preparation, execution,
                       and delivery of a Loan Agreement and other mutually
                       acceptable loan documentation which will contain the
                       normal conditions precedent, representations and
                       warranties, covenants, events of default and other
                       provisions including, without limitation, those outlined

MGM Grand, Inc.                                                BankAmerica Corp.

Confidential Draft                                                 May 13, 1996

CONDITIONS:            The Loan Agreement will contain covenants usual and
                       customary for a financing of this nature, including, but
                       not limited to, the Borrower's covenant to maintain its
                       fundamental business, compliance with law, ERISA
                       compliance, notice of default, and material litigation.
                       Covenants will include, among others, the following:

  Covenants:           Financial covenants will be measured quarterly, beginning
                       with the first full calendar quarter after Closing.

                       (A) Maximum Leverage Ratio of not more than the following
                           (individual quarterly levels to be determined):

                           During Fiscal                 
                           Year Ending       Maximum Ratio
                           -----------       -------------
                           12/31/96          3.00
                           12/31/97          3.00
                           12/31/98          3.80
                           12/31/99          3.00
                           and thereafter                 

                           Leverage Ratio defined as the ratio of Total Debt to
                           Cashflow.  Cashflow is defined as EBITDA of the
                           Borrower, plus pre-opening expenses, plus EBITDA of
                                     ----                       ----          
                           MGM Grand Australia (but not including return of
                           capital), plus operating cashflow from New York - New
                           York distributed to and received by Borrower (but not
                           including return of capital).  Total Debt defined as
                           all funded debt, plus letters of credit, plus all
                           contingent obligations (e.g., guarantees and other
                           forms of support), plus 50% of the amount of debt
                           outstanding on the New York-New York project until
                           the opening of New York-New York; following the
                           opening of New York-New York, and for so long as the
                           New York-New York Keep-Well Agreement is in place,
                           50% of its debt amount will be included in this
                           calculation (for the subsequent quarter) only when
                           New York-New York does not achieve quarterly EBITDA
                           of at least $20,000,000.

                       (B) Minimum Interest Coverage Ratio not less than the
                           following (individual quarterly levels to be

                           During Fiscal                 
                           Year Ending       Minimum Ratio
                           -------------     -------------
                           12/31/96                   3.00
                           12/31/97                   3.00
                           12/31/98                   2.25
                           12/31/99                   3.00
                           and thereafter                 

                           Defined as (Cashflow - Maintenance CAPEX (to be
                           defined) - Income Tax Provision - Cash

MGM Grand, Inc.                                                BankAmerica Corp.

Confidential Draft                                                 May 13, 1996

                           Interest + Payments required by Borrower under the
                           New York-New York Keep-Well Agreement).

                       (C) Maximum New Venture CAPEX.  Limited to (i)
                           $750,000,000 on the Atlantic City project, (ii) up to
                           $250,000,000 for Masterplan improvements at Hotel,
                           (iii)  amounts payable under the New York-New York
                           Keep-Well Agreement, New York-New York pre-opening
                           costs and additional equity infusions to New York -
                           New York required under the current $460 million
                           budget, (iv) an additional $200,000,000 over the life
                           of the Facility, and (v) 100% of the net proceeds
                           received from additional equity offerings subsequent
                           to 12/31/96.

                       (D) Minimum Tangible Net Worth of not less than the sum
                           of (i) 85% of Consolidated Tangible Net Worth as of
                           the closing date (but after having accounted for the
                           defeasance/buyback costs of the FMN's), plus (ii) 50%
                           of cumulative Consolidated Net Income after closing
                           (not reduced by Consolidated Net Losses), plus (iii)
                           75% of the net proceeds of any equity offering.

  Covenants:           The Loan Agreement will contain negative covenants
                       including, without limitation, acquisitions, mergers and
                       similar transactions, asset sales, and restricted
                       payments (including dividends, which are payable by
                       Borrower subject to Financial Covenants (B) and (D)
                       above, and so long as Borrower's Leverage Ratio is not
                       greater than 2.0).  Change in control (to be defined) of
                       the Borrower shall not result in an Event of Default, but
                       rather an optional termination of the Facility
                       commitments by the Banks if Requisite Banks so elect.  No
                       additional senior indebtedness or liens are permitted,
                       except for secured purchase money indebtedness and
                       capital leases under baskets to be defined.  Unsecured
                       subordinated debt of Borrower will be permitted so long
                       as it is on terms consistent with the current market (to
                       be later defined).

                       Also, Borrower may enter into secured swap agreements
                       with one or more Banks in a notional amount up to
                       $250,000,000 that shall be secured on a pari passu basis
                       with the obligations under the Facility.

Conditions of Lending: For the initial advance, usual and customary for
                       transactions of a similar nature, including, without
                       limitation, the following, in form and substance
                       satisfactory to the Agent and the Banks:

                       (A) all legal matters shall be satisfactory to the Banks,
                           including favorable legal opinions and no judgment,
                           order, injunction or other restraint shall exist, and
                           no litigation shall be pending or threatened, that in
                           the judgment of the Banks would prohibit or impose,
                           or result in the

MGM Grand, Inc.                                                BankAmerica Corp.

Confidential Draft                                                 May 13, 1996

                           imposition of, materially adverse conditions upon the
                           financing contemplated hereby;

                       (B) receipt by Borrower, and continuing effectiveness, of
                           all licenses, regulatory approvals, governmental
                           authorizations, permits, etc., necessary to the
                           ongoing business as now conducted;

                       (C) execution and delivery of satisfactory closing

                       (D) no material adverse change (i) in the financial
                           condition, operations, assets, or business of
                           Borrower or (ii) that would have a material adverse
                           effect on the rights or remedies of the Agent or
                           Banks, or on the ability of Borrower to perform its
                           obligations under the Loan Agreement and other loan

                       (E) FIRREA appraisal and update to environmental

                       (F) Solvency certificate by each Guarantor.

                       For each subsequent Advance, usual and customary for
                       transactions of a similar nature, including, without
                       limitation, the following, in form and substance
                       satisfactory to the Banks:

                       (A) absence of Event of Default, matured or unmatured;

                       (B) representations and warranties true, correct and
                           complete as the date of such advance, immediately
                           prior to and after giving effect to the proposed

                       (C) no material adverse change (i) in the financial
                           condition, operations, assets or business of
                           Borrower, or (ii) that would have a material adverse
                           effect on the rights or remedies of the Agent or
                           Banks, or on the ability of Borrower to perform its
                           obligations, under the Loan Agreement and other loan

   Requirements:       To be negotiated.

EVENTS OF DEFAULT:     Customary, including, without limitation, failure to
                       maintain material franchises and licenses, breach of
                       covenants, breach of representations and warranties,
                       bankruptcy/insolvency, judgments and attachments of
                       Borrower or any Guarantor, unfunded ERISA liabilities and
                       withdrawal liabilities under multiemployer plans, all
                       subject to mutually satisfactory materiality thresholds
                       and grace, notice and cure periods, as appropriate.

REQUISITE BANKS:       Banks comprising 66-2/3% of total commitments under the

MGM Grand, Inc.                                                BankAmerica Corp.
Confidential Draft                                                 May 13, 1996

CLEAR MARKET:          Borrower shall agree that, except for the anticipated
                       equity offering, and related transactions and
                       subordinated debt, from the date of this Summary of Terms
                       and Conditions through December 5, 1996 neither it nor
                       the Guarantors will engage in any other material
                       financing transaction, or solicit interest in such a
                       transaction, without the consent of the Arranger.

TAXES:                 All payments will be made free and clear of any present
                       or future taxes, withholdings or other deductions
                       whatsoever (other than taxes imposed on the overall
                       income (whether gross or net) of a Bank by the
                       jurisdiction in which the Bank is organized, resident or
                       doing business).

MISCELLANEOUS:         Customary indemnity and yield protection (including risk-
                       based capital adequacy, increased costs and interest
                       period breakage indemnities), illegality and similar

PARTICIPATIONS:        Each Bank may assign all or any part of its loans or
                       commitment to an affiliate of such lender or to any other
                       Bank without consent, and to one or more financial
                       institutions that are Eligible Assignees with the prior
                       consent of the Agent and Borrower.  The Agent's and the
                       Borrower's consent shall be required for all assignments,
                       but shall not be unreasonably withheld.  The minimum
                       amount of any such assignment shall be $10,000,000, or
                       such lesser amount as constitutes the remaining amount of
                       a Bank's commitment (except that there shall be no
                       minimum assignment among the Banks or to their
                       affiliates), and each assigning Bank shall pay to the
                       Agent a recordation fee of $2,500 with respect to each
                       such assignment.  As used herein, the term "Eligible
                       Assignee" means any Affiliate of the assignor Bank and
                       any commercial bank having a combined capital and surplus
                       of not less than $100,000,000 which is (i) organized
                       under the laws of the United States or any state thereof,
                       or (ii) the domestic branch or agency of any such
                       commercial bank organized under the laws of a country
                       which is a member of the Organization for Economic
                       Cooperation and Development.  Upon any such assignment,
                       the assignee financial institution shall become a Bank
                       for all purposes under the loan documents.

                       Each Bank may sell participations for all or any part of
                       the Facility or commitment provided, that (i) such Banks
                       shall remain responsible for its total obligations under
                       the loan documents, (ii) Borrower and the Agent shall
                       continue to deal solely with such Bank in connection with
                       such Bank's rights and obligations under the loan
                       documents, and (iii) such Bank shall not sell any
                       participation under which the participant would have
                       rights to approve any amendment or waiver relating to any
                       loan documents except to the extent any such amendment or
                       waiver would (a) extend the final maturity date or the
                       date for the payment of any installments of fees,
                       principal or interest due in respect of the Facility, (b)
                       reduce the amount of any installment of principal due in
                       respect of the Facility, (c) reduce the interest

MGM Grand, Inc.                                                BankAmerica Corp.

Confidential Draft                                                 May 13, 1996

                       rates of fees applicable to the Facility, (d) release the
                       Guarantors or any material collateral, or (e) change the
                       definition of Requisite Banks.

FEES AND EXPENSES:     Borrower shall pay all reasonable costs and expenses
                       (including without limitation, the allocated fees and
                       expenses of in-house counsel), incurred by the Arranger,
                       the Agent, and any Bank in the enforcement and collection
                       of obligations under the Facility.

GOVERNING LAW:         State of Nevada.

This Summary is not meant to be, nor should it be construed as, an attempt to
define all of the terms and conditions of the transaction contemplated hereby,
nor is it intended to reflect specific document phrasing that will exist in the
Loan Agreement.  This Summary is intended only to outline the basic points of
business understanding around which a Loan Agreement can be structured.

MGM Grand, Inc.                                                BankAmerica Corp.

Confidential Draft                                                 May 13, 1996

                              BA SECURITIES, INC.

                          SPECIAL DISCLOSURE STATEMENT

BA Securities, Inc. ("BA Securities") is a wholly-owned, direct subsidiary of
BankAmerica Corporation, the parent company of Bank of America NT&SA ("Bank of
America").  BA Securities is a broker-dealer registered with the Securities and
Exchange Commission, and is a member of the National Association of Securities
Dealers, Inc. and the Securities Investor Protection Corporation.

BA Securities is not a bank.  The securities and financial instruments sold,
offered or recommended by BA Securities are not bank deposits, are not
guaranteed by, and are not otherwise obligations of, any bank, thrift or other
subsidiary of BankAmerica Corporation, and are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency.

From time to time, Bank of America's affiliates may lend to one or more issuers
whose securities are underwritten, dealt in, or placed by BA Securities.  You
are referred to the relevant prospectus, offering statement or other disclosure
document for material information relating to any such lending relationship, and
whether the proceeds of an issue will be used to repay any such loans.
Furthermore, the obligations of BA Securities are not those of any affiliated
bank or thrift, and no such affiliated bank or thrift is responsible for
securities underwritten, dealt in, or placed by BA Securities.

BA Securities also may participate from time to time in a primary or secondary
distribution of securities offered or sold to you by it.  Further, BA Securities
may act as an investment adviser to issuers whose securities may be offered or
sold to you by it.

MGM Grand, Inc.                                                BankAmerica Corp.