Sample Business Contracts

        A.    Borrower, Atlantic City and Detroit have heretofore entered into a Second Amended and Restated 364-Day Loan Agreement dated as of April 5, 2002 (as heretofore amended, the "Existing Loan Agreement"), which provided for a $600,000,000 credit facility which matures as of the date hereof.

        B.    Borrower, Atlantic City and Detroit wish to extend the term of the Existing Loan Agreement for an additional 364 day period providing for credit facilities initially in the principal amount of $525,000,000 (but subject to increase to an amount not in excess of $1,000,000,000 as set forth in Section 2.14), and to amend and restate the Existing Loan Agreement in its entirety as set forth herein.

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

        "Acquisition" means any transaction, or any series of related transactions, by which Borrower or its Restricted Subsidiaries directly or indirectly (i) acquire any going business or all or substantially all of the assets of any Person, or any division thereof, whether through purchase of assets, merger or otherwise, or (ii) acquire (in one transaction or as the most recent transaction in a series of transactions) control of at least a majority in ordinary voting power of the securities of a corporation which have ordinary voting power for the election of directors, or (iii) acquire control of a majority ownership interest in any partnership, joint venture, limited liability company or any other Person.

        "Administrative Agent" means Bank of America, when acting in its capacity as the Administrative Agent under any of the Loan Documents, or any successor Administrative Agent.

        "Administrative Agent's Office" means the Administrative Agent's address as set forth on the signature pages of this Agreement, or such other address as the Administrative Agent hereafter may designate by written notice to Borrower and the Banks.

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

        "Affiliate" means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, "control" (and the correlative terms, "controlled by" and "under common control with") shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise); provided that, in any event, any Person that owns, directly or indirectly, 10% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation that has more than 100 record holders of such securities, or 10% or more of the partnership or other ownership interests of any other Person that has more than 100 record holders of such interests, will be presumed (subject to rebuttal by a preponderance of the evidence) to control such corporation, partnership or other Person.

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

        "Assignment Agreement" means an Assignment Agreement substantially in the form of Exhibit A.

        "Assumption Agreement" means each Assumption Agreement hereafter executed by a Co-Borrower pursuant to Section 2.7, substantially in the form of Exhibit B either as originally executed or as the same may from time to time be supplemented, modified, amended, renewed, extended or supplanted.

        "Atlantic City" means MGM Grand Atlantic City, Inc., a New Jersey corporation, its successors and permitted assigns.

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

        "Average Quarterly Funded Debt" means, as of the last day of each Fiscal Quarter, the average of the principal amount of Funded Debt outstanding on the last day of each of the three calendar months comprising such Fiscal Quarter.

        "Bank" means each lender whose name is set forth in the signature pages of this Agreement and each lender which may hereafter become a party to this Agreement pursuant to Section 11.8 (and to the extent a party to a Related Swap Agreement, any Affiliate of a Bank).

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

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

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

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

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

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

provided that, during each Pricing Period which begins immediately following the last day of a Fiscal Quarter upon which (a) the Leverage Ratio exceeds 5.00:1.00, but is less than or equal to 5.25:1.00, the interest rate margins set forth above shall be increased by 10.0 basis points above the interest rate margins otherwise applicable during such Pricing Period, and (b) the Leverage Ratio exceeds 5.25:1.00, the interest rate margins set forth above shall be increased by 25.0 basis points above the interest rate margins otherwise applicable during such Pricing Period (without duplication of the 10 basis point increase described in (a)).

        "Borrower" means MGM MIRAGE, a Delaware corporation, its successors and permitted assigns.

        "Borrower Group EBITDA" means, for any fiscal period, the EBITDA of Borrower and its Restricted Subsidiaries for that fiscal period.

        "Capital Expenditure" means any expenditure for or related to fixed assets or purchased intangibles that is treated as a capital expenditure under Generally Accepted Accounting Principles, including any amount which is required to be treated as an asset subject to a Capital Lease Obligation.

        "Capital Lease Obligations" means all monetary obligations of a Person under any leasing or similar arrangement which, in accordance with Generally Accepted Accounting Principles, is classified as a capital lease.

        "Cash" means, when used in connection with any Person, all monetary and non-monetary items owned by that Person that are treated as cash in accordance with Generally Accepted Accounting Principles, consistently applied.

        "Cash Equivalents" means, when used in connection with any Person, that Person's Investments in:

        "Cash Flow" means, for any period, and without duplication, (a) Borrower Group EBITDA for that period, plus (b) Other Available EBITDA for that period.

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

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

        "Change in Control" means (a) any transaction or series of related transactions in which any Unrelated Person or two or more Unrelated Persons acting in concert acquire beneficial ownership (within the meaning of Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended), directly or indirectly, of 25% or more of the outstanding common stock of Borrower or (b) during any period of 24 consecutive months, individuals who at the beginning of such period constituted the board of directors of Borrower (together with any new or replacement directors whose election by the board of directors, or whose nomination for election, was approved by a vote of at least a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for reelection was previously so approved) cease for any reason to constitute a majority of the directors then in office, provided, however, that no Change in Control shall exist for so long as Tracinda Corporation, a Nevada corporation, and its Affiliates continue to be the beneficial owner of 25% or more of the common stock of Borrower and no other Person is the owner of more of the common stock of Borrower than Tracinda Corporation and its Affiliates.

        "Closing Date" means the time and Banking Day on which the conditions set forth in Section 8.1 are satisfied or waived. The Administrative Agent shall notify Borrower and the Creditors of the date that is the Closing Date.

        "Co-Agents" means, collectively, CIBC, Inc., Comerica Bank, BNP Paribas and KeyBank National Association. The position of the Co-Agents is titular in nature, and the Co-Agents shall have no additional rights or duties over those of a Bank hereunder.

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

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

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

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

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

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

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

        "Commitment" means, subject to any decrease in the amount thereof pursuant to Sections 2.8, 2.9 or 11.26, or any increase thereto pursuant to Section 2.14, $525,000,000.

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

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

        "Contractual Obligation" means, as to any Person, any provision of any outstanding security issued by that Person or of any material agreement, instrument or undertaking to which that Person is a party or by which it or any of its Property is bound.

        "Creditors" means, collectively, the Administrative Agent, each Bank and, where the context requires, any one or more of them.

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

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

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

        "Default Rate" means the interest rate prescribed in Section 3.8.

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

        "Designated Eurodollar Market" means, with respect to any Eurodollar Rate Loan, (a) the London Eurodollar Market, (b) if prime banks in the London Eurodollar Market are at the relevant time not accepting deposits of Dollars or if the Administrative Agent determines in good faith that the London Eurodollar Market does not represent at the relevant time the effective pricing to the Banks for deposits of Dollars in the London Eurodollar Market, the Cayman Islands Eurodollar Market or (c) if prime banks in the Cayman Islands Eurodollar Market are at the relevant time not accepting deposits of Dollars or if the Administrative Agent determines in good faith that the Cayman Islands Eurodollar Market does not represent at the relevant time the effective pricing to the Banks for deposits of Dollars in the Cayman Islands Eurodollar Market, such other Eurodollar Market as may from time to time be selected by the Administrative Agent with the approval of Borrower, the Co-Borrowers and the Requisite Banks. The Administrative Agent will endeavor to provide prompt notice to Borrower and the Co-Borrowers of any change in the location of the Designated Eurodollar Market.

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

        "Detroit Project" means the proposed design, development and construction, by Borrower and its Restricted Subsidiaries (whether individually, through Detroit, or in concert with one or more partners or joint venturers) of a permanent hotel, casino and entertainment complex in Detroit, Michigan or its environs (in addition to the currently operating temporary casino located at 1300 John C. Lodge Freeway, Detroit, Michigan).

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

        "Disposition" means the voluntary sale, transfer or other disposition, in one transaction or any series of related transactions, of any asset.

        "Disqualification" means, with respect to any Bank or any holder of Subordinated Obligations:

        "Distribution" means, with respect to any shares of capital stock or any warrant or option to purchase an equity security or other equity security issued by a Person, (a) the retirement, redemption, purchase or other acquisition for Cash or for Property (other than capital stock, or any warrants or options to purchase an equity security or other security of such Person) by such Person of any such security, (b) the declaration or (without duplication) payment by such Person of any dividend in Cash or in Property (other than capital stock, or any warrants or options to purchase an equity security or other security of such Person) on or with respect to any such security, (c) any Investment by such Person in the holder of 5% or more of any such security if a purpose of such Investment is to avoid characterization of the transaction as a Distribution and (d) any other payment in Cash or Property (other than capital stock, or any warrants or options to purchase an equity security or other security of such Person) by such Person constituting a distribution under applicable Laws with respect to such security.

        "Documentation Agents" means, collectively, Citicorp USA, Inc., Société Générale, and Wells Fargo Bank, N.A. The position of the Documentation Agents is titular in nature, and the Documentation Agents shall have no additional rights or duties over those of a Bank hereunder.

        "Dollars" or "$" means United States dollars.

        "EBITDA" means, with respect to any fiscal period and with respect to any Person, the sum of (a) Net Income of such Person for that period, plus (b) any extraordinary loss reflected in such Net Income, minus (c) any extraordinary gain reflected in such Net Income, plus (d) Interest Charges of such Person for that period, plus (e) the aggregate amount of federal, state and local taxes on or measured by income of such Person for that period (whether or not payable during that period) plus (f) depreciation, amortization and all non-recurring and/or other non-cash expenses to the extent deducted in arriving at Net Income for that period, plus (g) expenses classified as "pre-opening expenses" on the applicable financial statements of that Person for that fiscal period, in each case as determined in accordance with Generally Accepted Accounting Principles.

        "Eligible Assignee" means (a) another Bank, (b) with respect to any Bank, any Affiliate of that Bank having combined capital and surplus of $100,000,000 or more, (c) any commercial bank having a combined capital and surplus of $100,000,000 or more, (d) any insurance company

engaged in the business of writing insurance which (i) has a net worth of $200,000,000 or more, (ii) is engaged in the business of lending money and extending credit or purchasing loans under credit facilities substantially similar to those extended under this Agreement and (iii) is operationally and procedurally able to meet the obligations of a Bank hereunder to the same degree as a commercial bank and (e) any other financial institution (including a mutual fund or other fund) having total assets of $100,000,000 or more which meets the requirements set forth in subclauses (ii) and (iii) of clause (d) above; provided that each Eligible Assignee must either (a) be organized under the Laws of the United States of America, any State thereof or the District of Columbia or (b) be organized under the Laws of the Cayman Islands or any country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of such a country, and (i) act hereunder through a branch, agency or funding office located in the United States of America, (ii) be exempt from withholding of tax on interest and deliver the documents related thereto pursuant to Section 11.21, and (iii) to the extent required under applicable Gaming Laws, each Eligible Assignee must not be the subject of a Disqualification.

        "Enhanced Eurodollar Margin" means, for any period, the sum of (i) the Eurodollar Margin then in effect plus (ii) such interest rate margin as the Requisite Banks specify is necessary to adjust the Eurodollar Rate to a rate which represents the effective pricing to such Banks for deposits of Dollars in the Designated Eurodollar Market in the relevant amount for the applicable Eurodollar Period and which adequately and fairly reflects the cost to such Banks of making the applicable Eurodollar Rate Advances.

        "ERISA" means the Employee Retirement Income Security Act of 1974, and any regulations issued pursuant thereto, as amended or replaced and as in effect from time to time.

        "ERISA Affiliate" means, with respect to any Person, any other Person (or any trade or business, whether or not incorporated) that is under common control with that Person within the meaning of Section 414 of the Code.

        "Eurodollar Banking Day" means any Banking Day on which dealings in Dollar deposits are conducted by and among Banks in the Designated Eurodollar Market.

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

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

provided that, during each Pricing Period which begins immediately following the last day of a Fiscal Quarter upon which (a) the Leverage Ratio exceeds 5.00:1.00, but is less than or equal to 5.25:1.00, the interest rate margins set forth above shall be increased by 10.0 basis points above the interest rate margins otherwise applicable during such Pricing Period, and (b) the Leverage Ratio exceeds 5.25:1.00, the interest rate margins set forth above shall be increased by 25.0 basis points

above the interest rate margins otherwise applicable during such Pricing Period (without duplication of the 10 basis point increase described in (a)).

        "Eurodollar Market" means a regular established market located outside the United States of America by and among banks for the solicitation, offer and acceptance of Dollar deposits in such banks.

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

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

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

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

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

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

        "Existing Loan Agreement" means the Second Amended and Restated 364-Day Loan Agreement dated as of April 5, 2002 among Borrower, Atlantic City, Detroit, the Banks referred to therein, and Bank of America, as Administrative Agent, as amended prior to the date hereof.

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

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

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

        "Fiscal Quarter" means the fiscal quarter of Borrower consisting, subject to Section 1.3, of the three calendar month periods ending on each March 31, June 30, September 30 and December 31.

        "Fiscal Year" means the fiscal year of Borrower consisting, subject to Section 1.3, of the twelve month period ending on each December 31.

        "Funded Debt" means, as of any date of determination, the sum (without duplication) of (a) all principal Indebtedness of Borrower and its Restricted Subsidiaries for borrowed money (including debt securities issued by Borrower or any of its Restricted Subsidiaries) on that date (other than any such Indebtedness to the extent it has been legally or contractually defeased or is the subject of a deposit in Cash or Cash Equivalents for the purpose of defeasing the same in accordance with its terms), plus (b) the aggregate amount of all Capital Lease Obligations of Borrower and its Restricted Subsidiaries on that date, plus (c) obligations in respect of letters of credit or other similar instruments which support Indebtedness of the type described in clause (a) (except as limited by the definition of Indebtedness), to the extent of the amount drawable under such letters of credit or similar instruments, provided that no Guaranty Obligation by Borrower or its Restricted Subsidiaries of the Indebtedness of another Person shall be deemed to be Funded Debt except to the extent that Generally Accepted Accounting Principles require that Guaranty Obligation to be set forth on a combined balance sheet of Borrower and its Restricted Subsidiaries (and not merely as a footnote) as the exposure of Borrower and its Restricted Subsidiaries with respect thereto.

        "Gaming Board" means, collectively, (a) the Nevada Gaming Commission, (b) the Nevada State Gaming Control Board, (c) the New Jersey Casino Control Commission, (d) the New Jersey Division of Gaming Enforcement, (e) the Mississippi Gaming Commission, (f) the Michigan Gaming Control Board, and (g) any other Governmental Agency that holds regulatory, licensing or

permit authority over gambling, gaming or casino activities conducted by Borrower, any Co-Borrower or any Restricted Subsidiary within its jurisdiction.

        "Gaming Laws" means all Laws pursuant to which any Gaming Board possesses regulatory, licensing or permit authority over gambling, gaming or casino activities conducted by Borrower and its Restricted Subsidiaries within its jurisdiction.

        "Generally Accepted Accounting Principles" means, as of any date of determination, accounting principles (a) set forth as generally accepted in then currently effective Opinions of the Accounting Principles Board of the American Institute of Certified Public Accountants, (b) set forth as generally accepted in then currently effective Statements of the Financial Accounting Standards Board or (c) that are then approved by such other entity as may be approved by a significant segment of the accounting profession in the United States of America. The term "consistently applied," as used in connection therewith, means that the accounting principles applied are consistent in all material respects with those applied at prior dates or for prior periods.

        "Government Securities" means readily marketable (a) direct full faith and credit obligations of the United States of America or obligations guaranteed by the full faith and credit of the United States of America and (b) obligations of an agency or instrumentality of, or corporation owned, controlled or sponsored by, the United States of America that are generally considered in the securities industry to be implicit obligations of the United States of America.

        "Governmental Agency" means (a) any international, foreign, federal, state, county or municipal government, or political subdivision thereof, (b) any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality or public body or (c) any court or administrative tribunal of competent jurisdiction.

        "Guarantors" means, collectively, Las Vegas, Atlantic City, New York, each other Restricted Subsidiary of Borrower which exists as of the Closing Date, and each other Restricted Subsidiary of Borrower which hereafter becomes a Guarantor pursuant to Section 5.8, provided that any Guarantor which is sold or otherwise transferred in a Disposition permitted by Section 6.2 may be released from the Guaranty in accordance with Section 11.2(d)(iii).

        "Guaranty" means each of the continuing guaranties of the Obligations (or, in the case of Detroit, of the portion of the Obligations which are used, directly or indirectly, to finance the design, development, construction or operation of the Detroit Project or which are actually borrowed or received by Detroit) executed and delivered by the Guarantors on the Closing Date, substantially in the form of the Subsidiary Guaranty executed in connection with the Existing Loan Agreement.

        "Guaranty Obligation" means, as to any Person (without duplication), any (a) guarantee by that Person of Indebtedness of, or other obligation performable by, any other Person or (b) assurance given by that Person to an obligee of any other Person with respect to the performance of an obligation by, or the financial condition of, such other Person, whether direct, indirect or contingent, including any purchase or repurchase agreement covering such obligation or any collateral security therefor, any agreement to provide funds (by means of loans, capital contributions or otherwise) to such other Person, any agreement to support the solvency or level of any balance sheet or income statement item of such other Person or any "keep-well" or other arrangement of whatever nature given for the purpose of assuring or holding harmless such obligee against loss with respect to any obligation of such other Person; provided, however, that the term Guaranty Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guaranty Obligation in respect of Indebtedness shall be deemed to be an amount equal to the stated or determinable amount of the related Indebtedness (unless the Guaranty Obligation is limited by its terms to a lesser amount, in which

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

        "Hazardous Materials" means substances defined as "hazardous substances" pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq., or as "hazardous", "toxic" or "pollutant" substances or as "solid waste" pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. § 5101, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq., or as "friable asbestos" pursuant to the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., in each case as such Laws are amended from time to time.

        "Hazardous Materials Laws" means all Laws governing the treatment, transportation or disposal of Hazardous Materials applicable to any of the Real Property.

        "Indebtedness" means, as to any Person (without duplication), (a) indebtedness of such Person for borrowed money or for the deferred purchase price of Property (excluding trade and other accounts payable in the ordinary course of business in accordance with ordinary trade terms), including any Guaranty Obligation for any such indebtedness, (b) indebtedness of such Person of the nature described in clause (a) that is non-recourse to the credit of such Person but is secured by assets of such Person, to the extent of the value of such assets, (c) Capital Lease Obligations of such Person, (d) indebtedness of such Person arising under bankers' acceptance facilities or under facilities for the discount of accounts receivable of such Person, (e) any direct or contingent obligations of such Person under letters of credit issued for the account of such Person, provided that letters of credit and other similar instruments in an aggregate amount not to exceed $150,000,000 shall be excluded from Indebtedness of that Person for so long as the same have not been drawn upon and (f) any net obligations of such Person under Swap Agreements.

        "Insurance Subsidiary" means MGMM Insurance Company, a Vermont corporation, which is a captive insurance company approved by the Vermont Department of Banking, Insurance, Securities and Health Care Administration engaging solely in the business of facilitating insurance coverage for Borrower, Co-Borrowers or the Subsidiaries.

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

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

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

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

        "Interest Charges" means, for any Person, as of the last day of any fiscal period, the sum of (a) all interest, fees, charges and related expenses paid or payable (without duplication) for that fiscal period by that Person to a lender in connection with borrowed money (including any obligations for fees, charges and related expenses payable to the issuer of any letter of credit) or the deferred purchase price of assets that are considered "interest expense" under Generally Accepted Accounting Principles, plus (b) the portion of rent paid or payable (without duplication) for that fiscal period by that Person under Capital Lease Obligations that should be treated as interest in accordance with Financial Accounting Standards Board Statement No. 13.

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

        "Investment" means, when used in connection with any Person, any investment by or of that Person, whether by means of purchase or other acquisition of stock or other securities of any other Person or by means of a loan, advance creating a debt, capital contribution, guaranty or other debt or equity participation or interest in any other Person, including any partnership and joint venture interests of such Person. The amount of any Investment shall be the amount actually invested (minus any return of capital with respect to such Investment which has actually been received in Cash or Cash Equivalents or has been converted into Cash or Cash Equivalents), without adjustment for subsequent increases or decreases in the value of such Investment.

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

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

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

        "Leverage Ratio" means, as of the last day of each Fiscal Quarter, the ratio of (a) Average Quarterly Funded Debt as of that date to (b) Cash Flow for the four Fiscal Quarter period then ended.

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

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

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

        "Loan Documents" means, collectively, this Agreement, the Notes, the Guaranty, the Intercreditor Agreement and the Collateral Documents referred to therein, each Request for Loan, each Pricing Certificate, each Compliance Certificate, any Related Swap Agreement and any other agreements of any type or nature hereafter executed and delivered by Borrower or any of its Restricted Subsidiaries to the Administrative Agent or to any Bank in any way relating to or in furtherance of this Agreement, in each case either as originally executed or as the same may from time to time be supplemented, modified, amended, restated, extended or supplanted.

        "Margin Stock" means "margin stock" as such term is defined in Regulation U.

        "Material Adverse Effect" means any set of circumstances or events which (a) has or could reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of any Loan Document, (b) is or could reasonably be expected to be material and adverse to the business or condition (financial or otherwise) of Borrower and its Subsidiaries, taken as a whole and with a view to the totality of circumstances then existing with respect to Borrower and its Subsidiaries, provided that it is understood that this clause (b) shall not be deemed to expand the obligations of Borrower under any express covenants set forth herein, but is rather understood to describe a set of circumstances or events which, although not the subject of a specific covenant, are material and adverse in the manner described above, or (c) materially impairs or could reasonably be expected to materially impair the ability of Borrower or Guarantors (taken as a whole) to perform the Obligations.

        "Maturity Date" means Friday, April 2, 2004, or such later anniversary of such date to which the Maturity Date may be extended pursuant to Section 2.10.

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

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

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

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

        "Multiemployer Plan" means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA to which Borrower or any of its ERISA Affiliates contribute or are obligated to contribute.

        "Negative Pledge" means a Contractual Obligation that contains a covenant binding on Borrower or any of its Restricted Subsidiaries that prohibits Liens on any of its or their Property, other than (a) any such covenant contained in a Contractual Obligation granting a Lien permitted under Section 6.7 which affects only the Property that is the subject of such permitted Lien and (b) any such covenant that does not apply to Liens securing the Obligations or any indebtedness which is used, directly or indirectly, to refinance the Obligations.

        "Net Income" means, with respect to any fiscal period and with respect to any Person, the consolidated net income of that Person from continuing operations for that period, determined in accordance with Generally Accepted Accounting Principles, consistently applied.

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

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

        "Obligations" means all present and future obligations of every kind or nature of Borrower, the Co-Borrowers or the Guarantors at any time and from time to time owed to the Administrative Agent, the Banks or any one or more of them, under any one or more of the Loan Documents, whether due or to become due, matured or unmatured, liquidated or unliquidated, or contingent or noncontingent, including obligations of performance as well as obligations of payment, and including interest that accrues after the commencement of any proceeding under any Debtor Relief Law by or against Borrower or Affiliate of Borrower, whether or not allowed as a claim in such proceeding.

        "Opinions" means the favorable written legal opinions of (a) Christensen, Miller, Fink, Jacobs, Glaser, Weil and Shapiro, LLP, counsel to Borrower, (b) Lionel Sawyer & Collins, Nevada counsel to Borrower, (c) Sterns & Weinroth, a professional corporation, New Jersey counsel to Borrower, (d) Butler, Snow, O'Mara, Stevens & Cannada PLLC, Mississippi counsel to Borrower, and (e) Dickinson Wright PLLC, Michigan counsel to Borrower, together with copies of all factual certificates and legal opinions upon which such counsel has relied.

        "Other Available EBITDA" means, for any fiscal period, that portion of the EBITDA of (a) any Unrestricted Subsidiaries for that fiscal period, and (b) any other joint venture or other Person in which Borrower or its Restricted Subsidiaries have any Investment for that fiscal period, in each case to the extent that the same may be distributed in Cash by that Unrestricted Subsidiary to Borrower and its Restricted Subsidiaries during that fiscal period in accordance with applicable Law and subject to any Contractual Obligations (including without limitation credit documents) which are binding upon such Unrestricted Subsidiary or its Property (whether or not so distributed).

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

        "Outstanding Obligations" means, as of each date of determination, and giving effect to the making of any such credit accommodations requested on that date, the sum of the aggregate principal amount of the outstanding Loans.

        "Party" means any Person other than the Creditors which now or hereafter is a party to any of the Loan Documents.

        "Pension Plan" means any "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, which is subject to Title IV of ERISA and is maintained by Borrower or any of its Subsidiaries or to which Borrower or any of its Subsidiaries contributes or has an obligation to contribute.

        "Permitted Encumbrances" means:

judgment, provided that, by reason of nonpayment of the obligations secured by such Liens, no such Property is subject to a material risk of loss or forfeiture;

        (c)   minor defects and irregularities in title to any Property which in the aggregate do not materially impair the fair market value or use of the Property for the purposes for which it is or may reasonably be expected to be held;

        (d)   easements, exceptions, reservations, or other agreements for the purpose of pipelines, conduits, cables, wire communication lines, power lines and substations, streets, trails, walkways, drainage, irrigation, water, and sewerage purposes, dikes, canals, ditches, the removal of oil, gas, coal, or other minerals, and other like purposes affecting Property, facilities, or equipment which in the aggregate do not materially burden or impair the fair market value or use of such Property for the purposes for which it is or may reasonably be expected to be held;

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

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

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

        (h)   present or future zoning laws and ordinances or other laws and ordinances restricting the occupancy, use, or enjoyment of Property;

        (i)    statutory Liens, other than those described in clauses (a) or (b) above, arising in the ordinary course of business with respect to obligations which are not delinquent or are being contested in good faith, provided that, if delinquent, adequate reserves have been set aside with respect thereto and, by reason of nonpayment, no Property is subject to a material risk of loss or forfeiture;

        (j)    covenants, conditions, and restrictions affecting the use of Property which in the aggregate do not materially impair the fair market value or use of the Property for the purposes for which it is or may reasonably be expected to be held;

        (k)   rights of tenants under leases and rental agreements covering Property entered into in the ordinary course of business of the Person owning such Property;

        (l)    Liens consisting of pledges or deposits to secure obligations under workers' compensation laws or similar legislation, including Liens of judgments thereunder which are not currently dischargeable;

        (m)  Liens consisting of pledges or deposits of Property to secure performance in connection with operating leases made in the ordinary course of business to which Borrower or a Restricted Subsidiary of Borrower is a party as lessee, provided the aggregate value of all such pledges and deposits in connection with any such lease does not at any time exceed 20% of the annual fixed rentals payable under such lease;

        (n)   Liens consisting of deposits of Property to secure bids made with respect to, or performance of, contracts (other than contracts creating or evidencing an extension of credit to the depositor);

        "Person" means any individual or entity, including a trustee, corporation, limited liability company, general partnership, limited partnership, joint stock company, trust, estate, unincorporated organization, business association, firm, joint venture, Governmental Agency, or other entity.

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

        "Pricing Level" means, as of each date of determination, the pricing level set forth below opposite (a) the Debt Rating then in effect or (b) the Leverage Ratio as of the last day of the Fiscal Quarter ending approximately 45 days prior to the first day of that Pricing Period, provided that if the Leverage Ratio and the Debt Rating, as so determined, are at different Pricing Levels, then the Pricing Level which yields the lowest Eurodollar Margin shall apply:

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

        "Pricing Period" means (a) the period commencing on the date hereof and ending on May 15, 2003, and (b) the subsequent concurrent quarterly periods of approximately 90 days each commencing on each August 16, November 16, February 16 and May 16.

        "Prime Rate" means the rate of interest publicly announced from time to time by Bank of America, as its "prime rate." It is a rate set by Bank of America based upon various factors including Bank of America's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the Prime Rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

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

        "Pro Rata Share" means, with respect to each Bank, the percentage of the Commitment and the Loans held by that Bank (or by a SPC for which that Bank is the Granting Bank). As of the Closing Date, each Bank has been informed by the Lead Arranger of the amount and percentage of its Pro Rata Share. The percentage Pro Rata Share of each Bank (but without the consent of that Bank not the dollar amount thereof) is subject to adjustment pursuant to any Assignment Agreement executed in accordance with Section 11.8.

        "Projections" means the financial projections for Borrower and its Subsidiaries heretofore distributed to the Banks as a part of the Confidential Offering Memorandum prepared for the transactions contemplated hereby and dated as of March 2003.

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

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

        "Real Property" means, as of any date of determination, all real Property then or theretofore owned, leased or occupied by Borrower or any of its Restricted Subsidiaries.

        "Regulations D, T, U and X" means Regulations D, T, U and X, as at any time amended, of the Board of Governors of the Federal Reserve System, or any other regulations in substance substituted therefor.

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

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

        "Request for Loan" means a written request for a Loan substantially in the form of Exhibit G, signed by a Responsible Official of Borrower or a Co-Borrower, on its behalf, and properly completed to provide all information required to be included therein.

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

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

        "Responsible Official" means (a) when used with reference to a Person other than an individual, any officer or manager of such Person, general partner of such Person, officer of a corporate or limited liability company general partner of such Person, officer of a corporate or limited liability company general partner of a partnership that is a general partner of such Person, or any other responsible official thereof duly acting on behalf thereof, and (b) when used with reference to a Person who is an individual, such Person, provided that for the purposes of this Agreement and the other Loan Documents, each Responsible Official of Borrower shall be deemed to also be a Responsible Official of each Co-Borrower, and each Responsible Official of a Co-Borrower shall also be deemed to be a Responsible Official of Borrower and any other Co-Borrowers. The Banks shall be entitled to conclusively rely upon any document or certificate that is signed or executed by a Responsible Official of Borrower or any of its Restricted Subsidiaries as having been authorized by all necessary corporate, limited liability company, partnership and/or other action on the part of Borrower or such Restricted Subsidiary.

        "Restricted Subsidiary" means each Subsidiary of Borrower other than (a) the Australia Companies, Detroit Temporary, Subsidiaries formed under the Laws of foreign nations whose only tangible assets are located in foreign nations, and pure holding companies for such foreign Subsidiaries (including without limitation MGM Grand South Africa, Inc., a Nevada corporation) owning as their sole asset the stock or other securities and obligations thereof, and (b) the Insurance Subsidiary. As of the Closing Date, Victoria Partners, a Nevada general partnership, is 50% owned by Borrower, and is therefore not a Subsidiary of Borrower. It is also understood that Marina District Development Holding Co., LLC, a New Jersey limited liability company, the 100% owner of Marina District Development Company, LLC, a New Jersey limited liability company doing business as "The Borgata," is also only 50% owned by Borrower and therefore is not a Subsidiary of Borrower.

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

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

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

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

        "Special Eurodollar Circumstance" means the application or adoption after the Closing Date of any Law or interpretation, or any change therein or thereof, or any change in the interpretation or administration thereof by any Governmental Agency, central bank or comparable authority charged with the interpretation or administration thereof, or compliance by any Bank or its Eurodollar Lending Office with any request or directive (whether or not having the force of Law) of any such Governmental Agency, central bank or comparable authority, or the existence or occurrence of

circumstances affecting the Designated Eurodollar Market generally that are beyond the reasonable control of the Banks.

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

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

        "Subsidiary" means, as of any date of determination and with respect to any Person, any corporation, limited liability company or partnership (whether or not, in either case, characterized as such or as a "joint venture"), whether now existing or hereafter organized or acquired: (a) in the case of a corporation or limited liability company, of which a majority of the securities having ordinary voting power for the election of directors or other governing body (other than securities having such power only by reason of the happening of a contingency) are at the time beneficially owned by such Person and/or one or more Subsidiaries of such Person, or (b) in the case of a partnership, of which a majority of the partnership or other ownership interests are at the time beneficially owned by such Person and/or one or more of its Subsidiaries.

        "Swap Agreement" means a written agreement between Borrower and one or more financial institutions providing for "swap", "cap", "collar" or other interest rate protection with respect to any Indebtedness.

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

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

        "Theme Park Property" means the real property consisting of 18.49 acres which is shown in crosshatch on Schedule 1.1, and which is the former site of the MGM Grand Theme Park located adjacent to the MGM Grand Hotel and Casino and all improvements, fixtures and personalty located thereon, and in any event shall not include any portion of the casino or hotel improvements associated with the MGM Grand Hotel and Casino.

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

similar circumstances would have done) would have been known by the Person (or, in the case of a Person other than a natural Person, would have been known by a Responsible Official of that Person).

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

        "Unrelated Person" means any Person other than (i) an employee stock ownership plan or other employee benefit plan covering the employees of Borrower and its Subsidiaries or (ii) an Affiliate of any Person or group of related Persons which as of the date of this Agreement is the beneficial owner of 25% or more (in the aggregate) of the outstanding common stock of Borrower.

        "Unrestricted Subsidiary" means each Subsidiary of Borrower which is not a Restricted Subsidiary. As of the date hereof, the Unrestricted Subsidiaries include MGM Grand Detroit II, LLC, the Australia Companies, the South African Companies and the Insurance Company.

        (a)   Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through the Banking Day immediately prior to the Maturity Date, each Bank shall, pro rata according to that Bank's Pro Rata Share of the then applicable Commitment, make Advances to Borrower or to any Co-Borrower under the Commitment in such amounts as Borrower or any Co-Borrower may request that (i) do not result in the Outstanding Obligations being in excess of the then effective Commitment, and (ii) in the case of Advances made to a Co-Borrower, are directly used to finance the development, construction or operation of hotel/casino properties owned by that Co-Borrower. Subject to the limitations set forth herein, the Advances by each Bank under its Pro Rata Share of the Commitment may be prepaid without premium or penalty. The Administrative Agent shall promptly provide the Borrower with a written report allocating the Obligations requested by Borrower and each Co-Borrower.

        (b)   Subject to the next sentence, each Loan consisting of Advances shall be made pursuant to a Request for Loan which shall specify the requested (i) date of such Loan, (ii) type of Loan, (iii) amount of such Loan, and (iv) in the case of a Eurodollar Rate Loan, the Eurodollar Period for such Loan. Unless the Administrative Agent, in its sole and absolute discretion, has notified Borrower to the contrary, a Loan consisting of Advances may be requested by telephone by a Responsible Official of Borrower or the relevant Co-Borrower, in which case Borrower or the relevant Co-Borrower shall confirm such request by promptly delivering a Request for Loan in person or by telecopier conforming to the preceding sentence to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request purportedly made by a Responsible Official of Borrower, and Borrower hereby agrees to indemnify each Creditor from any loss, cost, expense or liability as a result of so acting.

        (c)   Promptly following receipt of a Request for Loan, the Administrative Agent shall notify each Bank by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the date and type of the Loan, any applicable Eurodollar Period, and that Bank's Pro Rata Share of the Loan. Not later than 11:00 a.m., California local time, on the date specified for any Loan (which must be a Banking Day), each Bank shall make its Pro Rata Share of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 8, all Advances shall be credited on that date in immediately available funds to the Deposit Account for Borrower or that Co-Borrower.

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

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

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

        (g)   If no Request for Loan (or telephonic request for Loan referred to in the second sentence of Section 2.1(b), if applicable) has been made within the requisite notice periods set forth in Section 2.2 or 2.3 prior to the end of the Eurodollar Period for any Eurodollar Rate Loan, then on the last day of such Eurodollar Period, such Eurodollar Rate Loan shall be automatically converted into a Base Rate Loan in the same amount.

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

Loans and the effect for purposes of this Agreement shall be the same as if separate transfers of funds had been made with respect to each such Loan; and

        (ii)   in the case where the same Party is the primary borrower of both such Loans, Borrower or the relevant Co-Borrower shall make available to the Administrative Agent (or the Administrative Agent shall make available to such Party) the net amount of funds giving effect to both such Loans and the effect for purposes of this Agreement shall be the same as if separate transfers of funds had been made with respect to each such Loan.

        (a)   Each request by Borrower or any Co-Borrower for a Eurodollar Rate Loan shall be made pursuant to a Request for Loan (or telephonic or other request for Loan referred to in the second sentence of Section 2.1(b), if applicable) received by the Administrative Agent, at the Administrative Agent's Office, not later than 10:00 a.m., California local time, at least three Eurodollar Banking Days before the first day of the applicable Eurodollar Period.

        (b)   On the date which is two Eurodollar Banking Days before the first day of the applicable Eurodollar Period, the Administrative Agent shall confirm its determination of the applicable Eurodollar Rate (which determination shall be conclusive in the absence of manifest error) and promptly shall give notice of the same to Borrower and any relevant Co-Borrowers and the Banks by telephone or telecopier (and if by telephone, promptly confirmed by telecopier).

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

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

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

        (a)   If Borrower and its Restricted Subsidiaries become entitled to the release of all of the Liens contemplated by the Intercreditor Agreement, or to the release of any later equal, ratable and pari passu Liens described in clause (b) below, and provided that no Default or Event of Default has then occurred and remains continuing, Borrower and the Co-Borrowers may in their sole discretion request that the Administrative Agent release any Liens securing the Obligations in accordance with this clause (a). Borrower and the Co-Borrowers shall submit any request under this Section in the form of a Certificate, in form and substance acceptable to the Administrative Agent, signed by a Senior Officer of Borrower and each Co-Borrower certifying that no Default or Event of Default exists, together with a written consent to the release of collateral executed by each Guarantor and such other supporting information as the Administrative Agent may request, including evidence reasonably satisfactory to the Administrative Agent that all other classes of Senior Obligations then holding Liens of the type described in Sections 6.7(g) or (h) shall previously or concurrently release all Liens held by such creditors. Promptly upon receipt of such a Certificate, the Administrative Agent shall provide a copy thereof to the Banks and, unless the Requisite Banks contest the accuracy thereof within five Banking Days, shall (i) execute and deliver to Borrower and its Subsidiaries reconveyances and releases of such Liens (or shall provide its written concurrence to any release of Liens being provided by the Collateral Agent under the Intercreditor Agreement), and (ii) return to the Persons legally entitled thereto, all collateral pledged in support of the Obligations, all at the sole expense of Borrower and the Co-Borrowers (a "Collateral Release"), in each case subject to the requirement that the Liens of the types described in Sections 6.7(g) or (h) are previously or concurrently released. No Collateral Release shall constitute or be construed as a release (or to require the release) of the Guaranty.

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

secure the Obligations (including any Related Swap Agreements) equally, ratably and on a pari passu basis, provided that Borrower and the Restricted Subsidiaries shall not be obligated to provide Liens in any Property to the extent that Gaming Laws prohibit the granting of Liens in such Property to secure the Obligations and all other classes of Senior Obligations unless and until all required approvals of Gaming Boards thereto are obtained. In such event, Borrower shall, and shall cause each Restricted Subsidiary to, use its best efforts to obtain all necessary consents from the applicable Gaming Boards to grant a perfected Lien on such Property securing the Obligations and, upon receipt of all consents needed to grant such a perfected Lien, shall promptly take all action (or cause the Restricted Subsidiaries to take all action) reasonably necessary in order to grant and perfect such a Lien. The Liens granted pursuant to this clause (b) shall be (i) equal, ratable and pari passu with any Liens securing the other classes of Senior Obligations, (ii) granted concurrently with the granting of any such Liens, and (iii) granted pursuant to instruments, documents and agreements which are reasonably acceptable to the Administrative Agent and are either (A) held by a common collateral agent for all classes of Senior Obligations pursuant to an instrument comparable to the Intercreditor Agreement or (B) no less favorable to the Administrative Agent and the other Creditors than those granted to the other Senior Obligations. While each of the Liens contemplated by this clause (b) shall be equal, ratable and pari passu in the manner described above, it is acknowledged that the same may subordinate to certain prior Liens in favor of creditors other than the holders of Senior Obligations permitted pursuant to Section 6.7. In connection with the granting of any such Liens, Borrower and its Restricted Subsidiaries shall provide to the Administrative Agent (y) policies of title insurance on customary terms and conditions, to the extent that policies of title insurance on the corresponding Property are provided to the holders of other Senior Obligations (and in an insured amount that bears the same proportion to the principal amount of the Commitment as the insured amount in the policies provided to the holders of other Senior Obligations), and (z) such legal opinions and other assurances as the Administrative Agent may reasonably request.

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

        (b)   Where the fees offered to lenders which propose to assume the increase to the Commitment are not in excess of those offered to the Banks party to this Agreement as of the date hereof in exchange for their Pro Rata Shares of the Commitment, then (i) any proposed increase to the Commitment may be effectuated on any day which is not sooner than five Banking

Days from the date of Borrower's request and which is mutually acceptable to Borrower, the Administrative Agent and the lenders assuming the increased Commitment, and (ii) Borrower need not offer to any existing Bank any portion of the increase to the Commitment.

        (c)   Where the fees offered to the Banks which propose to assume the increase to the Commitment are greater than those offered in connection herewith, then (i) Borrower shall offer the opportunity to assume Pro Rata Shares of the increased Commitment to each of the existing Banks in priority to lenders which are not Banks, and (ii) the effectiveness of the increase shall be on a date which is not sooner than thirty days following Borrower's request for the increase. In the latter case, each Bank may approve or reject a request for an increase in the Commitment in its sole and absolute discretion and, absent an affirmative written response within fifteen days after receipt of such request, shall be deemed to have rejected the request. The rejection of such a request by any number of Banks shall not affect Borrower's and the Co-Borrowers' right to increase the Commitment pursuant to this Section. No Bank which rejects a request for an increase in the Commitment shall be subject to removal as a Bank.

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

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

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

        (a)   Interest shall be payable on the outstanding daily unpaid principal amount of each Advance from the date thereof until payment in full is made and shall accrue and be payable at the rates set forth or provided for herein before and after Default, before and after maturity, before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law, with interest on overdue interest at the Default Rate to the fullest extent permitted by applicable Laws.

        (b)   Interest accrued on each Base Rate Loan on each Quarterly Payment Date shall be due and payable on that day. Except as otherwise provided in Section 3.8, the unpaid principal amount of any Base Rate Loan shall bear interest at a fluctuating rate per annum equal to the Base Rate plus the applicable Base Rate Margin. Each change in the interest rate under this Section 3.1(b) due to a change in the Base Rate shall take effect simultaneously with the corresponding change in the Base Rate.

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

        (d)   [Reserved.]

        (e)   If not sooner paid, the principal Indebtedness evidenced by the Notes shall be payable as follows:

        (f)    The Notes may, at any time and from time to time, voluntarily be paid or prepaid in whole or in part without premium or penalty, except that with respect to any voluntary prepayment under this Section 3.1(f), (i) any partial prepayment shall be not less than $5,000,000, or in integral multiples of $1,000,000 which are in excess of $5,000,000, (ii) the Administrative Agent shall have received written notice of any prepayment by 9:00 a.m., California local time, on the Banking Day prior to the date of prepayment (which must be a Banking Day) in the case of a Base Rate Loan, and, in the case of a Eurodollar Rate Loan, three Banking Days before the date of prepayment, which notice shall identify the date and amount of the prepayment and the Loan(s) being prepaid, (iii) each prepayment of principal on any Eurodollar Rate Loan shall be accompanied by payment of interest accrued to the date of payment on the amount of principal paid and (iv) any payment or prepayment of all or any part of any Eurodollar Rate Loan on a day other than the last day of the applicable Eurodollar Period shall be subject to Section 3.7(e). Promptly following receipt of a notice of prepayment under clause (ii) above, the Administrative Agent shall notify each Bank by

telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the date and amount thereof.

        (g)   [Reserved].

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

        (a)   In the event that any Governmental Agency imposes on any Bank any reserve or comparable requirement (including any emergency, supplemental or other reserve) with respect to the Eurodollar Obligations of that Bank, Borrower or the relevant Co-Borrower shall pay that Bank within five Banking Days after demand all amounts necessary to compensate such Bank (determined as though such Bank's Eurodollar Lending Office had funded 100% of its Eurodollar Rate Advance in the Designated Eurodollar Market) in respect of the imposition of such reserve requirements. The Bank's determination of such amount shall be conclusive in the absence of manifest error.

        (b)   If, after the date hereof, the existence or occurrence of any Special Eurodollar Circumstance:

and the result of any of the foregoing, as determined in good faith by such Bank, increases the cost to such Bank or its Eurodollar Lending Office of making or maintaining any Eurodollar Rate Advance or in respect of any Eurodollar Rate Advance, any of its Notes evidencing Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances or reduces the amount of any sum received or receivable by such Bank or its Eurodollar Lending Office with respect to any Eurodollar Rate Advance, any of its Notes evidencing Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (assuming such Bank's Eurodollar Lending Office had funded 100% of its Eurodollar Rate Advance in the Designated Eurodollar Market), then, within five Banking Days after demand by such Bank (with a copy to the Administrative Agent), Borrower and the Co-Borrowers shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction (determined as though such Bank's Eurodollar Lending Office had funded 100% of its Eurodollar Rate Advance in the Designated Eurodollar Market). A statement of any Bank claiming compensation under this subsection and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error.

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

        (d)   If, with respect to any proposed Eurodollar Rate Loan:

then the Administrative Agent forthwith shall give notice thereof to Borrower and the Banks, whereupon until the Administrative Agent notifies Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of the Banks to make any future Eurodollar Rate Advances shall be suspended unless (but only if clause (2) above is the basis for such suspension) Borrower and each Co-Borrower notify the Administrative Agent in writing that they elect to pay the Enhanced Eurodollar Margin with respect to all Eurodollar Rate Loans made during such period.

        (e)   Upon payment or prepayment of any Eurodollar Rate Advance (other than as the result of a conversion required under clause (c) of this Section) on a day other than the last day in the applicable Eurodollar Period (whether voluntarily, involuntarily, by reason of acceleration, or otherwise), or upon the failure of Borrower or any Co-Borrower (for a reason other than the failure of a Bank to make an Advance) to borrow on the date or in the amount specified for a Eurodollar Rate Advance in any Request for Loan, or upon the failure of Borrower or any Co-Borrower to prepay a Eurodollar Rate Loan or Advance on the date specified in a notice of prepayment delivered to the Administrative Agent pursuant to Section 3.1(f), Borrower and the Co-Borrowers shall pay to the appropriate Bank within ten Banking Days after demand a prepayment fee, failure to borrow fee or failure to prepay fee, as the case may be (determined as though 100% of that Bank's Eurodollar Rate Advance had been funded in the Designated Eurodollar Market), equal to the sum of:

Each Bank's determination of the amount of any prepayment fee, failure to borrow fee or failure to prepay fee payable under this Section shall be conclusive in the absence of manifest error.

        (f)    Each Bank agrees to endeavor promptly to notify Borrower of any event of which it has actual knowledge, occurring after the Closing Date, which will entitle such Bank to compensation pursuant to clause (a) or clause (b) of this Section, and agrees to designate a different Eurodollar Lending Office if such designation will avoid the need for or reduce the amount of such compensation and will not, in the good faith judgment of such Bank, otherwise be materially disadvantageous to such Bank. Any request for compensation by a Bank under this Section shall set forth the basis upon which it has been determined that such an amount is due from Borrower and the Co-Borrowers, a calculation of the amount due, and a certification that the corresponding costs have been incurred by the Bank.

        (ii)   In the case where Borrower and the Co-Borrowers become obligated to pay a material amount under this Section to any Bank, that Bank will be subject to removal in accordance with Section 11.26; provided that Borrower and the Co-Borrowers shall have paid such amount to that Bank and that Borrower and the Co-Borrowers, within the thirty day period following the date of such payment, shall have notified that Bank in writing of their intent to so remove the Bank.

        (a)   Each payment hereunder (except payments pursuant to Sections 3.6, 3.7, 11.3, 11.11 and 11.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent, at the Administrative Agent's Office, for the account of each of the Banks or the Administrative Agent, as the case may be, in immediately available funds not later than 12:00 noon, California local time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of each Bank shall be immediately paid by the Administrative Agent to the applicable Bank in immediately available funds and, if such payment was received by the Administrative Agent by 12:00 noon, California local time, on a Banking Day and not so made available to the account of a Bank on that Banking Day, the Administrative Agent shall reimburse that Bank for the cost to such Bank of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America.

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

        (c)   Each Bank shall use its best efforts to keep a record (which may be in tangible or electronic or other intangible form) of Advances made by it and payments received by it with respect to each of its Notes and, subject to Section 10.6(g), such record shall, as against Borrower and the Co-Borrowers, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Bank to keep such a record shall not affect Borrower's and the Co-Borrowers' joint and several obligations to pay the Obligations.

        (d)   Each payment of any amount payable by Borrower or any other Party under this Agreement or any other Loan Document shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding(i) taxes imposed on or measured in whole or in part by overall net income, gross income or gross receipts, (ii) franchise taxes imposed on any Bank by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business", (iii) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (iv) any withholding tax or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then available under applicable Laws (all such non-excluded taxes, assessments or other charges being hereinafter referred to as "Taxes"). To the extent that Borrower or any other Party is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Bank under this Agreement, they shall (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (ii) pay such additional amount to that Bank as is necessary to result in that Bank's receiving a net after-Tax amount equal to the amount to which that Bank would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Bank on account of such Taxes, that Bank shall promptly refund such excess to Borrower or the relevant Party. If Borrower or any such Party becomes obligated to pay a material amount under this Section to any Bank, that Bank will be subject to removal in accordance with Section 11.26; provided that Borrower or the relevant Party shall have paid such amount to that Bank and that Borrower and the Co-Borrowers, within the thirty day period following the date of such payment, shall have notified that Bank in writing of their intent to so remove the Bank.

        (a)   Require any consent or approval not heretofore obtained of any member, partner, director, stockholder, security holder or creditor of such party;

        (b)   Violate or conflict with any provision of such party's charter, articles of incorporation, operating agreement or bylaws, as applicable;

        (c)   Result in or require the creation or imposition of any Lien upon or with respect to any Property of Borrower and its Restricted Subsidiaries;

        (d)   Violate any Requirement of Law applicable to such Party, subject to obtaining the authorizations from, or filings with, the Governmental Agencies described in Schedule 4.3; and

        (e)   Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other Contractual Obligation to which such party is a party or by which such party or any of its Property is bound or affected;

        (a)   Schedule 4.4 hereto correctly sets forth the names, form of legal entity, ownership and jurisdictions of organization of all Subsidiaries of Borrower. Except as described in Schedule 4.4, Borrower does not own any capital stock, equity interest or debt security which is convertible, or exchangeable, for capital stock or equity interests in any Person. Unless otherwise indicated in Schedule 4.4, all of the outstanding shares of capital stock, or all of the units of equity interest, as the case may be, of each Subsidiary are owned of record and beneficially by Borrower, there are no outstanding options, warrants or other rights to purchase capital stock of any such Subsidiary, and all such shares or equity interests so owned are duly authorized, validly issued, fully paid and non-assessable, and were issued in compliance with all applicable state and federal securities and other Laws, and are free and clear of all Liens, except for Permitted Encumbrances.

        (b)   Each Restricted Subsidiary of Borrower is a business entity duly formed, validly existing and in good standing under the Laws of its jurisdiction of organization, is duly qualified to do business as a foreign organization and is in good standing as such in each jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification necessary (except where the failure to be so duly qualified and in good standing does not constitute a Material Adverse Effect), and has all requisite power and authority to conduct its business and to own and lease its Properties.

        (c)   Each Restricted Subsidiary of Borrower is in compliance with all Requirements of Law applicable to its business and has obtained all authorizations, consents, approvals, orders, licenses, and permits from, and each such Restricted Subsidiary has accomplished all filings, registrations, and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of its business, except where the failure to be in such compliance, obtain such authorizations, consents, approvals, orders, licenses, and permits, accomplish such filings, registrations, and qualifications, or obtain such exemptions, does not constitute a Material Adverse Effect.

        (a)   With respect to each Pension Plan:

        (b)   Neither Borrower nor any of its Subsidiaries has incurred or expects to incur any withdrawal liability to any Multiemployer Plan that could reasonably be expected to have a Material Adverse Effect.

        (a)   Borrower may make payments of scheduled interest on any Subordinated Obligation in accordance with the subordination terms thereof; and

        (b)   Borrower may redeem Subordinated Obligations held by Persons which are subject to a Disqualification, provided that (i) no Default or Event of Default then exists or would result therefrom, and (ii) after giving effect to such redemption, Borrower is in pro forma compliance with the covenants set forth in Sections 6.8 and 6.9.

        (a)   Permitted Encumbrances;

        (b)   Liens and Negative Pledges under the Loan Documents;

        (c)   Liens and Negative Pledges existing on the date hereof and disclosed in Schedule 4.7 and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increased;

        (d)   Liens on Property acquired by Borrower or any of its Restricted Subsidiaries after the Closing Date that are in existence at the time of such acquisition and are not created in contemplation of such acquisition;

        (e)   purchase money Liens securing Indebtedness and Capital Lease Obligations incurred following April 7, 2000 in an aggregate principal amount not to exceed $100,000,000 (including any refinancings thereof);

        (f)    any Lien or Negative Pledge created by an agreement or instrument entered into by Borrower or a Restricted Subsidiary of Borrower in the ordinary course of its business which consists of a restriction on the assignability, transfer or hypothecation of such agreement or instrument;

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

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

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

        (a)   As soon as practicable, and in any event within 60 days after the end of each Fiscal Quarter (other than the fourth Fiscal Quarter in any Fiscal Year), the consolidated and consolidating balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated and consolidating statement of operations for such Fiscal Quarter, and its statement of cash flows for the portion of the Fiscal Year ended with such Fiscal Quarter, all in reasonable detail. Such financial statements shall be certified by a Senior Officer of Borrower as fairly presenting the financial condition, results of operations and cash flows of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments;

        (b)   As soon as practicable, and in any event within 45 days after the end of each Fiscal Quarter, a Pricing Certificate setting forth a preliminary calculation of the Leverage Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of Borrower for such Fiscal Quarter, and as soon as practicable thereafter, in the event of any material variance in the actual calculation of the Leverage Ratio from such preliminary calculation, a revised Pricing Certificate setting forth the actual calculation thereof;

        (c)   As soon as practicable, and in any event within 105 days after the end of each Fiscal Year, (i) the consolidated and consolidating balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated and consolidating statements of operations, shareholders' equity and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal

Year, in each case as at the end of and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report of one of the six largest public accounting firms in the United States of America or other independent public accountants of recognized standing selected by Borrower and reasonably satisfactory to the Requisite Banks, which report shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification or exception determined by the Requisite Banks in their good faith business judgment to be adverse to the interests of the Banks. Such accountants' report shall be accompanied by a certificate stating that, in making the examination pursuant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Sections 6.8 and 6.9, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Agreement;

        (d)   As soon as practicable, and in any event within 45 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next two succeeding Fiscal Years, including for the first such Fiscal Year, projected consolidated balance sheets, statements of operations and statements of cash flow and, for the second and third such Fiscal Years, projected consolidated condensed balance sheets and statements of operations and cash flows, of Borrower and its Subsidiaries, all in reasonable detail;

        (e)   Promptly after request by the Administrative Agent or any Bank, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them;

        (f)    Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section;

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

        (h)   Promptly after request by the Administrative Agent or any Bank, copies of any other report or other document that was filed by Borrower or any of its Subsidiaries with any Governmental Agency (other than any report regarding Tracinda Corporation or individuals associated with Tracinda Corporation, Borrower and its Subsidiaries and their confidential business or financial information);

        (i)    As soon as practicable, and in any event within ten Banking Days after a Senior Officer of Borrower or any Co-Borrower becomes aware of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five Banking Days after such telephonic notice, written notice again specifying the nature

thereof and specifying what action Borrower or any of its Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto;

        (j)    As soon as practicable, and in any event within two Banking Days after a Senior Officer of Borrower or any Co-Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or its Subsidiaries are taking or propose to take with respect thereto;

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

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

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

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

        (a)   The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):

        (b)   The fees payable on the Closing Date pursuant to Article 3 shall have been paid.

        (c)   The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall have been paid.

        (d)   The representations and warranties of Borrower and the Co-Borrowers contained in Article 4 shall be true and correct.

        (e)   Borrower, each Co-Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.

        (f)    All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, Richter & Hampton LLP, special counsel to the Administrative Agent.

        (g)   The Closing Date shall have occurred by April 4, 2003.

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

        (i)    An amendment to the Other Loan Agreement conforming the covenants set forth therein to those set forth in this Agreement, and in a form otherwise reasonably acceptable to the Administrative Agent, shall be in a position to concurrently close.

        (j)    Each lender and the Administrative Agent shall be satisfied that no circumstance or event has occurred that constitutes a Material Adverse Effect since December 31, 2002.

        (a)   except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and the Co-Borrowers and approved in writing by the Requisite Banks, the representations and warranties contained in Article 4 (other than Sections 4.4(a), 4.6, 4.8, 4.10, 4.17 and 4.18 (but only if Borrower and its Restricted Subsidiaries are diligently engaged in measures that will result in compliance with all Hazardous Materials Laws)) shall be true and correct on and as of the date of the Advance as though made on that date;

        (b)   there shall not be then pending or threatened any action, suit, proceeding or investigation against or affecting Borrower or any of its Restricted Subsidiaries or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect;

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

        (d)   the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Banks reasonably may require.

        (a)   Borrower or the Co-Borrowers fail to pay any principal on any of the Notes, or any portion thereof, on the date when due; or

        (b)   Borrower or the Co-Borrowers fail to pay any interest on any of the Notes, or any fees under Sections 3.4 or 3.5, or any portion thereof, within five Banking Days after the date when due; or fails to pay any other fee or amount payable to the Banks under any Loan Document, or any portion thereof, within five Banking Days after demand therefor; or

        (c)   Borrower or the Co-Borrowers fail to comply with any of the covenants contained in Article 6, other than the covenants contained in Sections 6.5 or 6.6; or

        (d)   Borrower or the Co-Borrowers fail to comply with Section 7.1(j) in any respect that is materially adverse to the interests of the Banks; or

        (e)   Borrower, any of its Restricted Subsidiaries or any other Party fails to perform or observe any other covenant or agreement (not specified in clause (a), (b), (c), or (d) above) contained in any Loan Document on its part to be performed or observed within (i) ten Banking Days after the giving of notice by the Administrative Agent on behalf of the Requisite Banks of such Default or (ii) if the nature of the covenant or agreement is such that the violation can be cured, thirty Banking Days after the giving of such notice so long as Borrower and the Co-Borrowers diligently pursue in good faith the cure or correction of such violation continuously during such period; or

        (f)    Any representation or warranty of Borrower or any of its Restricted Subsidiaries or any other Party made in any Loan Document, or in any certificate or other writing delivered by Borrower or such Restricted Subsidiary or Party pursuant to any Loan Document, proves to have been incorrect when made or reaffirmed in any respect that is materially adverse to the interests of the Banks; or

        (g)   Borrower or any of its Subsidiaries (i) fails to pay the principal, or any principal installment, of any present or future Indebtedness of $100,000,000 or more, or any guaranty of present or future Indebtedness of $100,000,000 or more, on its part to be paid, when due (or within any stated grace period), whether at the stated maturity, upon acceleration, by reason of required prepayment or otherwise or (ii) fails to perform or observe any other term, covenant or agreement on its part to be performed or observed, or suffers any event of default to occur, in connection with any present or future Indebtedness of $100,000,000 or more, or of any guaranty of present or future Indebtedness of $100,000,000 or more, if as a result of such failure or sufferance any holder or holders thereof (or an agent or trustee on its or their behalf) has the right to declare such Indebtedness due before the date on which it otherwise would become due or the right to require Borrower or any of its Subsidiaries to redeem or purchase, or offer to redeem or purchase, all or any portion of such Indebtedness; or

        (h)   Any event occurs which gives the holder or holders of any Subordinated Obligation (or an agent or trustee on its or their behalf) the right to declare such Subordinated Obligation due before the date on which it otherwise would become due, or the right to require the issuer thereof to redeem or purchase, or offer to redeem or purchase, all or any portion of any Subordinated Obligation; or

        (i)    Any Loan Document, at any time after its execution and delivery and for any reason other than the agreement or action (or omission to act) of the Administrative Agent or any of the

Banks or satisfaction in full of all the Obligations ceases to be in full force and effect or is declared by a court of competent jurisdiction to be null and void, invalid or unenforceable in any respect which, in any such event in the reasonable opinion of the Requisite Banks, is materially adverse to the interests of the Banks; or any Party thereto denies in writing that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind same; or

        (j)    A final judgment against Borrower or any of its Subsidiaries is entered for the payment of money in excess of $25,000,000 and, absent procurement of a stay of execution, such judgment remains unsatisfied for thirty calendar days after the date of entry of judgment, or in any event later than five days prior to the date of any proposed sale thereunder; or any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the Property of any such Person and is not released, vacated or fully bonded within thirty calendar days after its issue or levy; or

        (k)   Borrower or any of its Subsidiaries institutes or consents to the institution of any proceeding under a Debtor Relief Law relating to it or to all or any material part of its Property, or is unable or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its Property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of that Person and the appointment continues undischarged or unstayed for ninety calendar days; or any proceeding under a Debtor Relief Law relating to any such Person or to all or any part of its Property is instituted without the consent of that Person and continues undismissed or unstayed for ninety calendar days; or

        (l)    The occurrence of an Event of Default (as such term is or may hereafter be specifically defined in any other Loan Document) under any other Loan Document; or

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

        (n)   Any Pension Plan maintained by Borrower or any of its Restricted Subsidiaries is determined to have a material "accumulated funding deficiency" as that term is defined in Section 302 of ERISA and the result is a Material Adverse Effect or Borrower or any its ERISA Affiliates incurs any withdrawal liability in respect of any Multiemployer Plan which is in an amount in excess of $50,000,000 which withdrawal liability is not paid or otherwise satisfied within thirty days; or

        (o)   The occurrence of a License Revocation that continues for seven consecutive calendar days with respect to gaming operations at any gaming facility accounting for ten percent or more of the consolidated total assets or consolidated gross revenues of Borrower and its Subsidiaries.

        (a)   Upon the occurrence, and during the continuance, of any Event of Default other than an Event of Default described in Section 9.1(k):

        (b)   Upon the occurrence, and during the continuance, of any Event of Default described in Section 9.1(k):

        (c)   Upon the occurrence, and during the continuance, of any Event of Default, the Creditors, or any of them, without notice to (except as expressly provided for in any Loan Document) or demand upon Borrower or any Co-Borrower, which are expressly waived by Borrower and the Co-Borrowers (except as to notices expressly provided for in any Loan Document), may proceed (but only with the consent of the Requisite Banks) to protect, exercise and enforce their rights and remedies under the Loan Documents against Borrower, the Co-Borrowers and any other Party and such other rights and remedies as are provided by Law or equity.

        (d)   The order and manner in which the Creditors' rights and remedies are to be exercised shall be determined by the Requisite Banks in their sole discretion, and all payments received by

the Creditors, or any of them, shall be applied first to the costs and expenses (including reasonable attorneys' fees and disbursements and the reasonably allocated costs of attorneys employed by any of the Creditors) of the Creditors, and thereafter paid pro rata to the Banks in the same proportions that the aggregate Obligations owed to each Bank under the Loan Documents bear to the aggregate Obligations owed under the Loan Documents to all the Banks, without priority or preference among the Banks. Regardless of how each Bank may treat payments for the purpose of its own accounting, for the purpose of computing the Obligations hereunder and under the Notes, payments shall be applied first, to the costs and expenses of the Creditors, as set forth above, second, to the payment of accrued and unpaid interest due under any Loan Documents to and including the date of such application (ratably, and without duplication, according to the accrued and unpaid interest due under each of the Loan Documents), and third, to the payment of all other amounts (including principal and fees) then owing to the Creditors under the Loan Documents. Amounts due to a Bank under a Related Swap Agreement shall be considered a principal amount for purposes of the preceding sentence. No application of payments will cure any Event of Default, or prevent acceleration, or continued acceleration, of amounts payable under the Loan Documents, or prevent the exercise, or continued exercise, of rights or remedies of the Banks hereunder or thereunder or at Law or in equity.

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

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

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

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

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

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

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

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

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

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

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

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

        (a)   To (i) reduce the principal of, or the amount of principal, principal prepayments or the rate of interest payable on, any Note, or (ii) to increase the amount of the Commitment or the Pro Rata Share of any Bank or (iii) to reduce the amount of any commitment fee payable to any Bank,

or any other fee or amount payable to any Bank under the Loan Documents or (iv) to waive an Event of Default consisting of the failure of Borrower or the Co-Borrowers to pay when due principal, interest or any facility or other fee;

        (b)   To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note or any installment of any commitment fee, or to extend the term of the Commitment;

        (c)   [Reserved];

        (d)   To release the Guaranty or any material portion of any collateral for the Obligations except as provided for in the Intercreditor Agreement and as otherwise provided for herein, provided that if no Default or Event of Default exists, the Administrative Agent may in any event without the consent of any Bank (and shall at the request of Borrower), (i) release its Lien in any personal property financed or leased by the Borrower or its Subsidiaries and granted a Lien in accordance with Section 6.7(e), (ii) release its Lien in any collateral as otherwise may be expressly provided for in any Loan Document, (iii) release its Lien in the equity securities of, and the Guaranty executed by, any Subsidiary which is the subject of a Disposition permitted under Section 6.2 or which has Property having a value of less than $500,000 as of the date of such release, (iv) subordinate its Lien with respect to any Property which is the subject of a Disposition permitted under Section 6.2, (v) release its Lien in any Property which is the subject of a Distribution not prohibited by this Agreement, and (vi) release all of the Liens under the Loan Documents in a Collateral Release under Section 2.12.

        (e)   To amend the provisions of the definitions of "Requisite Banks" or "Maturity Date";

        (f)    To amend or waive Article 8, Section 6.4 or this Section; or

        (g)   To amend any provision of this Agreement that expressly requires the consent or approval of all the Banks.

        (a)   This Agreement and the other Loan Documents to which Borrower and the Co-Borrowers are a Party will be binding upon and inure to the exclusive benefit of Borrower, the Co-Borrowers, the Creditors, and their respective successors and assigns, except that Borrower and the Co-Borrowers may not assign their respective rights hereunder or thereunder or any interest herein or therein without the prior written consent of all the Banks. Each Bank represents that it is not acquiring its Notes with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (subject to any requirement that disposition of its Notes must be within the control of such Bank). Any Bank may at any time pledge its Notes or any other instrument evidencing its rights as a Bank under this Agreement to a Federal Reserve Bank, but no such pledge shall release that Bank from its obligations hereunder or grant to such Federal Reserve Bank the rights of a Bank hereunder absent foreclosure of such pledge.

        (b)   From time to time, each Bank may assign to one or more Eligible Assignees, Affiliates of such Bank or a Related Fund of any Bank all or any portion of its Pro Rata Share, provided that (i) such Eligible Assignee, if not then a Bank, a Related Fund of any Bank or an Affiliate of the assigning Bank, shall be approved by each of the Administrative Agent and (if no Event of Default then exists) Borrower (none of which approvals shall be unreasonably withheld or delayed), (ii) such assignment shall be evidenced by an Assignment Agreement, a copy of which shall be furnished to the Administrative Agent as hereinbelow provided, (iii) except in the case of an assignment to an Affiliate of the assigning Bank, to another Bank, to a Related Fund of any Bank or of the entire remaining Commitment of the assigning Bank, the assignment shall not assign a Pro Rata Share that is less than $1,000,000, unless otherwise consented to by the Administrative Agent and the Borrower, (iv) the effective date of any such assignment shall be as specified in the Assignment Agreement, but not earlier than the date which is five Banking Days after the date the Administrative Agent has received the Assignment Agreement, (v) such assignment shall be of a constant and non-varying percentage of the Pro Rata Share of the assigning Bank, and (vi) the assignor Bank shall have paid a $3,500 assignment fee to the Administrative Agent. Upon the effective date of such Assignment Agreement, the Eligible Assignee named therein shall be a Bank for all purposes of this Agreement, with the Pro Rata Share set forth therein and, to the extent of such Pro Rata Share, the assigning Bank shall be released from its further obligations under this Agreement. Borrower and the Co-Borrowers agree that they shall execute and deliver (against delivery by the assigning Bank to Borrower of its Note) to such assignee Bank, a Note evidencing that assignee Bank's Pro Rata Share, and to the assigning Bank, a Note evidencing the remaining balance Pro Rata Share retained by the assigning Bank.

        (c)   By executing and delivering a Assignment Agreement, the Eligible Assignee thereunder acknowledges and agrees that: (i) other than the representation and warranty that it is the legal and beneficial owner of the Pro Rata Share being assigned thereby free and clear of any adverse claim, the assigning Bank has made no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement or any other Loan Document; (ii) the assigning Bank has made no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or its Subsidiaries or the performance by Borrower and its Subsidiaries of the Obligations; (iii) it has received a copy of this Agreement, together with copies of the most recent financial statements delivered pursuant to Section 7.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment Agreement; (iv) it will, independently and without reliance upon the Administrative Agent or any Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) it appoints and authorizes the Administrative Agent to take such action and to exercise such powers under this Agreement as are delegated to the Administrative Agent by this Agreement; and (vi) it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Bank.

        (d)   The Administrative Agent shall maintain at the Administrative Agent's Office a copy of each Assignment Agreement delivered to it and a register (the "Register") of the names and address of each of the Banks and the Pro Rata Share held by each Bank, giving effect to each Assignment Agreement. The Register shall be available during normal business hours for inspection by Borrower, the Co-Borrowers or any Bank upon reasonable prior notice to the Administrative Agent. Borrower, the Co-Borrowers and the Creditors shall deem and treat the Persons listed as Banks in the Register as the holders and owners of the Pro Rata Share listed therein for all purposes hereof, and no assignment or transfer of any such Pro Rata Share shall be effective, in each case unless and until a Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided above. Prior to such recordation, all amounts owed with respect to the applicable Pro Rata Share shall be owed to the Bank listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Bank shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Pro Rata Share.

        (e)   Each Bank may from time to time grant participations to one or more Persons which would qualify as Eligible Assignees (including another Bank) in a portion of its Pro Rata Share; provided, however, that (i) such Bank's obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks or other financial institutions shall not be a Bank hereunder for any purpose except, if the participation agreement so provides, for the purposes of Sections 3.6, 3.7, 11.11 and 11.22 but only to the extent that the cost of such benefits to Borrower and the Co-Borrowers does not exceed the cost which Borrower and the Co-Borrowers would have incurred in respect of such Bank absent the participation, (iv) Borrower, the Co-Borrowers, the Administrative Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement, (v) the participation interest shall be expressed as a percentage of the granting Bank's Pro Rata Share as it then exists and shall not restrict an increase in the Commitment, or in the granting Bank's Pro Rata Share, so long as the amount of the participation interest is not affected thereby, and (vi) the consent of the holder of such participation interest shall not be required for amendments or waivers of provisions of the Loan Documents other than those which (A) extend the Maturity Date

or any other date upon which any payment of money is due to the Banks, (B) reduce the rate of interest on the Notes, any fee or any other monetary amount payable to the Banks, (C) reduce the amount of any installment of principal due under the Notes, (D) release the Guaranty, or (E) change the definition of "Requisite Banks."

        (f)    Notwithstanding anything in this Section to the contrary, the rights of the Banks to make assignments of, and grant participations in, their Pro Rata Shares of the Commitment shall be subject to the approval of any Gaming Board, to the extent required by applicable Gaming Laws, and to compliance with applicable securities laws, if any.

        (g)   Notwithstanding anything to the contrary contained herein, any Bank (a "Granting Bank") may grant to one or more SPC's established or maintained by that Granting Bank the option to provide all or any part of any Loan or Advance that such Granting Bank would otherwise be obligated to make pursuant to Sections 2.1, 2.2 or 2.3, provided that (i) nothing herein shall constitute a commitment to make any Loan by any SPC, (ii) if a SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Bank shall be obligated to make such Loan pursuant to the terms hereof, and (iii) the rights of any such SPC shall be derivative of the rights of the Granting Bank, and each SPC shall be subject to all of the restrictions upon the Granting Bank herein contained. Each SPC shall be conclusively presumed to have made arrangements with its Granting Bank for the exercise of voting and other rights hereunder in a manner which is acceptable to the SPC, and the Administrative Agent, the other Creditors, Borrower, the Co-Borrowers and each other Party shall be entitled to rely upon and deal solely with the Granting Bank with respect to Loans and Advances made by or through its SPC. The making of a Loan by a SPC hereunder shall utilize the Commitment of the Granting Bank to the same extent, and as if, such Loan were made by the Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the related Granting Bank). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof, provided that the Granting Bank for each SPC hereby agrees to indemnify, save, and hold harmless each other party hereto for any loss, cost, damage and expense arising out of their inability to institute any such proceeding against its SPC. In addition, notwithstanding anything to the contrary contained in this Section 11.8, any SPC may (i) with notice to, but without the prior written consent of, the Borrower, the Co-Borrowers or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Bank or to any financial institutions providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans (but nothing contained herein shall be construed in derogation of the obligation of the Granting Bank to make Loans hereunder), provided that neither the consent of the SPC or of any such assignee shall be required for amendments or waivers of provisions of the Loan Documents except for those amendments or waivers for which the consent of participants is required under Section 11.8(e)(vi), and (ii) disclose on a confidential basis (in the same manner described in Section 11.14) any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC.

        (a)   Any inspections of any Property of Borrower and its Subsidiaries made by or through the Creditors are for purposes of administration of the Loans only and Borrower and its Affiliates are not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower or its Subsidiaries);

        (b)   By accepting or approving anything required to be observed, performed, fulfilled or given to the Creditors pursuant to the Loan Documents, neither the Administrative Agent nor the Banks shall be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by the Creditors;

        (c)   The relationship between Borrower and the Co-Borrowers and the Creditors is, and shall at all times remain, solely that of borrowers and lenders; neither the Administrative Agent nor the Banks shall under any circumstance be construed to be partners or joint venturers of Borrower or its Affiliates; neither the Administrative Agent nor the Banks shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary or other "special" relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither the Administrative Agent nor the Banks undertake or assume any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with their Property or the operations of Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by the Creditors in connection with such matters is solely for the protection of the Creditors and neither Borrower, the Co-Borrowers nor any other Person is entitled to rely thereon; and

        (d)   The Creditors shall not be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to Property caused by the actions, inaction or negligence of Borrower and/or its Affiliates and Borrower and the Co-Borrowers hereby indemnify and hold the Creditors harmless on the terms set forth in Section 11.11 from any such loss, damage, liability or claim.

        (x)   Upon notice from Borrower and the Co-Borrowers, the Bank being removed shall execute and deliver a Assignment Agreement covering that Bank's Pro Rata Share in favor of one or more Eligible Assignees designated by Borrower and the Co-Borrowers (and acceptable to the Administrative Agent, which acceptance shall not be unreasonably delayed or withheld), subject to payment of a purchase price by such Eligible Assignee equal to all principal and accrued interest, fees and other amounts payable to such Bank under this Agreement through the date of assignment; or

        (y)   Except in the case of the removal of a Bank pursuant to Section 2.10, Borrower and the Co-Borrowers may reduce the Commitment pursuant to Section 2.8 (and, for this purpose, the numerical requirements of such Section shall not apply) by an amount equal to that Bank's Pro Rata Share, pay and provide to such Bank the amounts, assurances and indemnities described in subclauses (i) and (ii) of clause (x) above and release such Bank from its Pro Rata Share.