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Promotion and Ancillary Rights Agreement - Don King Productions Inc., MGM Grand Hotel Inc. and MGM Grand Inc.

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                   PROMOTION AND ANCILLARY RIGHTS AGREEMENT

     AGREEMENT made as of March 15, 1995, and executed May 24, 1995, by and 
among DON KING PRODUCTIONS, INC. a New York corporation with offices at 871 West
Oakland Park Boulevard, Oakland Park, Florida, 33311, ("Promoter"), MGM GRAND 
HOTEL, INC., a Nevada corporation with offices at 3799 Las Vegas Boulevard 
South, Las Vegas, Nevada, 89109, ("Subsidiary") and MGM Grand, Inc., a Delaware 
Corporation with offices at 3799 Las Vegas Boulevard South, Las Vegas, Nevada, 
89109 ("Parent").

                                   SECTION 1

                          THE EVENTS AND DEFINITIONS
                          --------------------------

     1.1 Promoter represents and warrants that it has entered into a binding  
written agreement for the services of Mike Tyson ("Tyson") for Promoter's boxing
events that are the subject of this Agreement (the "Tyson Events"). Promoter 
grants to Subsidiary the exclusive right to stage the next six (6) Tyson bouts 
following the date of this Agreement, at least one of which, by the fifth (5th) 
bout, shall be a Title Fight, as defined in Section 1.2 hereof, at the MGM Grand
Garden Special Events Center ("Grand Garden") or other site as selected by 
Subsidiary. The Tyson Events shall be held on dates mutually selected by 
Promoter and Subsidiary and shall include Tyson and quality opponents (each 
fight separately known as "Main Event") and quality undercard boxing matches 
selected by Promoter.
<PAGE>
 
     1.2 Promoter will stage six (6) Tyson Events prior to September 25, 1997, 
at least one of which shall be a World Heavyweight Championship title fight 
(IBF, WBO, WBA, WBC) ("Title Fight").

     1.3 The undercard matches for Tyson Events shall consist of quality bouts 
selected by the Promoter, and shall be sufficient in number to present a program
of approximately three (3) hours, inclusive of the Main Event. Names of the 
boxers and their records shall be provided by the Promoter to Subsidiary as soon
as possible prior to each event.

     1.4 On all Tyson Event and Non-Tyson Event fight cards, Subsidiary shall 
have the option to select one of the Fighter Participants for one bout of its 
choice, which shall not be the first bout nor the walk-out bout, and Promoter 
and Subsidiary shall mutually agree on the opponent for the designated fighter 
participant and the amount of the purses for the bout, which shall be paid by 
Subsidiary.

     1.5 Each Tyson Event shall be open to the public ticket holders at 
approximately 3:00 p.m., with the first bout commencing at approximately 4:00
p.m. The Main Event shall commence no earlier than 6:00 p.m. and no later than
7:00 p.m. All times are local Las Vegas time.

     1.6 The Main Event Boxers and undercard boxers shall collectively be known
as "Fighter Participants."

     1.7 Promoter shall assure that neither Main Event opponent shall
participate in a boxing match or exhibition within sixty (60) days prior to the
Event.

                                       2


<PAGE>
 
     1.8 Neither party shall make a public announcement or issue a press release
relating to this Agreement or any Tyson Event covered by this Agreement, without
the prior reasonable approval of the other party. It is the intention of 
Subsidiary and Promoter to coordinate the time for all public announcements 
concerning these Events.

     1.9 Over the term of the Agreement, Subsidiary will use its best efforts to
stage up to             separate events presenting fighters other than Tyson, 
("Non-Tyson Events), selected by Promoter at the Grand Garden or other site as 
selected by Subsidiary. Tyson and Non-Tyson Events shall be referred to 
collectively as ("Events"). Promoter may offer Subsidiary pay-per-view Non-Tyson
Events that Subsidiary in its sole discretion, has the option to accept or 
reject. If one of the eleven Non-Tyson Events is a pay-per-view Non-Tyson Event 
("Pay-Per-View Non-Tyson Event") which Subsidiary accepts, Subsidiary shall pay 
an additional          in advertising expense but shall not be entitled to 
complimentary tickets notwithstanding anything to the contrary in Section 6 
hereof.

     1.10 The above terms pertaining to event start times, dates, length of 
programs, press releases, public announcements and Fighter Participants for 
Tyson Events shall apply to Non-Tyson Events and the optional Pay-Per-View 
Non-Tyson Events.

                                       3

<PAGE>
 
                                   SECTION 2

                             COVENANTS OF PROMOTER
                             ---------------------

For the Events, Promoter agrees at its sole cost and expense to provide and be 
fully responsible for:

     2.1 The service and participation in the Events and related activities as 
stated in this Agreement of all Fighter Participants.

     2.2 All purse and expense payments due to Fighter Participants.

     2.3 Round trip transportation to and from Las Vegas, Nevada, for all 
Fighter Participants.

     2.4 Insurance for all Fighter Participants and other ring personnel as may 
be required by the Nevada State Athletic Commission, which shall name Subsidiary
as additional insured.

     2.5 All official fees, costs and expenses, including travel, of officials, 
referees, timekeepers, judges, attending physicians and Nevada State Athletic 
Commission representatives.

     2.6 All fees and expenses of a ring announcer who is licensed in the State 
of Nevada, selected by Promoter and acceptable to Subsidiary.

     2.7 Boxing licenses or permits as may be required by federal, state and 
municipal authorities pursuant to Section 12 of this Agreement or otherwise.

     2.8 Any and all other fees required by the Nevada State Athletic 
Commission. Promoter shall indemnify and hold harmless Subsidiary from any 
injury to any fighter

                                       4
<PAGE>
 
or official arising out of the conduct of any boxing match in the Events unless 
the injury is caused by the sole negligence of Subsidiary.

     2.9 Supplying Subsidiary with biographies, "tales of the tape", 
fight-by-fight records, general press releases pertaining to the Events and all 
Fighter Participants, and such other appropriate press kit materials for local 
and national distribution.

     2.10 Obtaining, maintaining and paying for all required boxing organization
sanctions and approvals for the Events.

     2.11 Any costs or expenses arising from requirements of the Nevada State 
Athletic Commission, including Fighter ambulance service, or other expenses 
relating to the performance of this Agreement unless otherwise agreed to in 
writing by Subsidiary.

     2.12 An artist to sing the National Anthem. Selection of such artist will 
be mutually determined by Promoter and Subsidiary, with every effort being made 
by Promoter to showcase performers at Subsidiary.

     2.13 Promoter shall use its best efforts and shall take such steps 
necessary (including removal from property) to ensure that Fighter Participants 
and their entourage conduct themselves in conformity with public conventions, 
morals and standards of decency and do not do or commit any act or thing that 
will tend to degrade themselves or Subsidiary or subject any of them to public 
hatred, contempt, scorn, ridicule or disrepute, or to shock or offend the
patrons or employees of Subsidiary, or to prejudice Subsidiary's standing in the
community or subject Subsidiary to liability. 

                                       5
<PAGE>
 
                                   SECTION 3

                            COVENANTS OF SUBSIDIARY
                            -----------------------

For the Events, Subsidiary shall provide to Promoter the following:

     3.1 Reasonable use of the Grand Garden Arena for the purpose of preparing 
for and conducting the Events. Use of the Grand Garden shall terminate no later 
than 2:00 a.m. the day following the date of the Events. Notwithstanding the 
above, it is agreed by Promoter that no Event arrangements will interfere with 
Subsidiary's set-up for other scheduled Subsidiary programs or events.


     3.2 A boxing ring approved by the Nevada State Athletic Commission and 
Promote with inside dimensions of not less than twenty (20) feet by twenty (20) 
feet as well as supplemental seats for members of the working press and 
broadcast media.

     3.3 The following complimentary rooms, suites and food and beverage 
allowances apply to Promoter under this Agreement and will be capped as set 
forth below with all excess costs being the responsibility of Promoter:

         (1) For Tyson Events,          each.

         (2) For Pay-Per-View Non-Tyson events,          each.

         (3) For Showtime Non-Tyson Events,         each.

                                       6

<PAGE>
 
     Each person who is to be the recipient of benefits under this paragraph 
shall be identified in writing by Promoter prior to each Event.

     All incidental charges including, but not limited to, local and long 
distance telephone calls, gratuities, alcoholic beverages, entertainment, and 
gift shop items shall be billed to the occupants of the rooms/suites (which 
includes Promoter) and are payable upon check-out for the rooms and suites 
occupied by or at the request of Promoter.

     All occupants of the rooms/suites upon registration shall provide a valid 
credit card or cash deposit for the purpose of payment of all incidental charges
in excess of the allowances permitted by this Section 3 and not paid at check-
out by the occupants of the rooms and suites. Subsidiary may refuse to admit
persons who do not comply with these requirements. 


                      Promoter will designate an individual with whom 
representatives of Subsidiary will meet following the Event to review and 
settle such charges.

     3.4 Round cards and round card girls selected by Subsidiary for each Event.

     3.5 Provide at Subsidiary or other site as mutually agreed upon between the
parties for the time period 30 days prior to an Event, a mobile office to be
utilized as office space for Promoter for the promotion of the Events
including, but not limited to,          telephones with adequate independent
local and WATS line capability, 

                                      7 
<PAGE>
 
                                              , it being understood that
Promoter shall be solely responsible for providing the personnel it deems
necessary to operate the office and equipment. The cost of leasing the mobile
office shall be paid by Subsidiary. The cost of leasing the equipment, and all
costs and charges attributable to personnel, telephone calls, operations and for
maintenance, repair, or replacement of any equipment shall be paid by Promoter.
Subsidiary shall be responsible for changing the locks on the doors of such
office space prior to Promoter's arrival and for assuring that only Subsidiary's
Director of Security, Promoter, and its approved personnel receive keys to such
office space.

     3.6 A press room for a minimum of one week prior to the date of the Event 
set up for handling the press during the Event.

     3.7 Dressing rooms for all Fighter Participants.

     3.8 Providing check cashing privileges to Promoter for checks written on 
Promoter's checking account.

                                   SECTION 4

                      RING MAT AND BANNERS FOR THE EVENT
                      ----------------------------------

    4.1 Promoter shall provide, at its cost and expense, a ring mat which shall 
be installed by Subsidiary, and which shall be returned to Promoter after the 
Event.

     4.2 Subsidiary shall have the right to place upon the ring bumper facing 
the primary camera its name, logo, merchandise information, or identification 
mark. Subsidiary shall have        and        choice of ring posts. 
Additionally, the MGM

                                       8
<PAGE>
 
Grand name shall appear on the towels and the turnbuckle covers supplied by 
Subsidiary, if such covers are not sold by Promoter. Promoter reserves the right
to place or to sell other names, logos or identification marks on any remaining 
ring bumpers and ring posts, and the center of the mat ("Advertising 
Locations"). Promoter's right to place or sell the right to place other names, 
logos or identification marks at Advertising Locations shall be subject to the 
reasonable approval of the Subsidiary. The size of the logo or identification 
marks displayed by Promoter shall be reasonable. Subsidiary shall permit 
Promoter to place its name, symbol, and/or logo in the Grand Garden, training 
area, dressing rooms and weigh-in site, subject to the reasonable approval of 
Subsidiary.

     4.3 Subsidiary shall permit the television network ("Network") which is 
broadcasting the Event to display banners with the Network's logo in the Grand 
Garden. Additionally, one banner is allowed for one primary sponsor, such 
sponsor to have been previously approved by Subsidiary under Section 4.2.

     4.4 Subsidiary shall retain the right to display its name, symbol and/or 
logo in all areas of the hotel including, but not limited to, all areas of the 
Grand Garden and all training areas, and on press conference and weigh-in area 
backdrops.

     4.5 If Promoter does not obtain a sponsor for all of its Advertising 
Locations, then Subsidiary may use such available Advertising Locations for its
name, symbol and/or logo.

                                       9
<PAGE>
 
                                   SECTION 5

                ADVANCE TO PROMOTER, NON-PERFORMANCE BY TYSON,
                ----------------------------------------------
              PURCHASE OF STOCK BY PROMOTER, AND TICKET PROCEEDS
              --------------------------------------------------

     5.1 (a) Subsidiary has made a $15,000,000 loan (the "Advance") to Promoter.
The Advance was made in two payments, (1) one payment of $10,000,000 was 
advanced on March 25, 1995 and (2) another payment of $5,000,000 was advanced on
March 30, 1995. The Advance shall be evidenced by a note (the "Advance Note")
signed by Promoter substantially in the form attached hereto as Exhibit A) and,
except as provided herein and in the Advance Note, shall be repaid on September
25, 1997 (the "Maturity Date"). The proceeds of the Advance shall be used to pay
certain costs for the benefit of Tyson and to pay certain costs for the Tyson 
Events and no such proceeds shall be used to satisfy Promoter's obligation under
the Stock Note (as defined herein). Concurrently herewith, Promoter shall 
deliver to Subsidiary a duly completed Federal Reserve Form G-3 consistent with 
the foregoing.

     (b) Parent hereby sells and Promoter hereby purchases 618,557 treasury 
shares of Parent common stock (the "MGM Shares") for $15,000,000 (the "Stock 
Purchase Amount"). Except as provided in the Stock Note, the Stock Purchase 
Amount shall be payable in three equal installments of $5,000,000 which shall be
payable not later

                                      10







<PAGE>
 
than five business Days after the conclusion of the first, second and third 
Tyson Events, respectively, provided, however, that if the "net gate" for any of
such Tyson Events is less than $5,000,000, Promoter shall have five business 
days following the applicable Settlement Date (as defined in the Stock Note, as 
hereinafter defined) to pay the balance of such installment. Promoter shall 
execute a note, substantially in the form attached hereto as Exhibit B (the 
"Stock Note"), as evidence of its indebtedness for the Stock Purchase Amount. 
Concurrently herewith, Promoter shall deliver to Parent a duly completed Federal
Reserve Form G-3 with respect to its incurrence of the Stock Note.

     (c) To secure the payment of the Advance Note and the Stock Note, Promoter,
Parent and Subsidiary shall enter into the Advance Note Security Agreement and
the Stock Note Security Agreement, substantially in the form attached hereto as
Exhibits C and D, respectively.

     (d) Parent guarantees (the "Guarantee") to Promoter that the Market Value 
(as defined below) of the MGM Shares on the Maturity Date shall equal or exceed 
$30,000,000. The "Market Value" on any date, shall be equal to the average of 
the closing prices for the MGM Shares on the New York Stock Exchange, as 
reported in The Wall Street Journal, for a period of twenty consecutive trading
            -----------------------
day ending on the trading day preceding such date. Subject to Section 5.2, in 
the event the Market Value of the MGM Shares is less than $30,000,000 on the 
Maturity Date, Parent shall pay on the Maturity Date the difference between the 
Market Value of the MGM Shares on such Date and $30,000,000 to, at its option, 
either (a) Promoter by wire transfer

                                      11
<PAGE>
 
to accounts designated by Promoter in same day fed funds, or (b) Subsidiary as 
payment of all or a portion of the unpaid balance of the Advance Note.

     (e) Promoter, Parent and Subsidiary shall enter into a Registration Rights 
Agreement substantially in the form attached hereto as Exhibit E.

     (f) With respect to the income taxation of (i) the purchase by Promoter of 
the MGM Shares for the Stock Note and (ii) the Guarantee each of Promoter, 
Parent and Subsidiary covenants that it will not (and none of its respective 
affiliates will) report the principal amount of the Stock Note or any payment 
on it as income, gain, loss, credit or deduction on its federal, state or local 
income tax returns for the taxable year in which the purchase by Promoter of the
MGM Shares occurs with respect to such items. The parties understand and agree 
that the purpose of this Section 5.1 (f) is to impose consistent income tax 
treatment on the parties hereto with respect to such items.

     5.2 

                                      12
<PAGE>
 
     (b) 

     (c) 

     (d) 

                                      13
<PAGE>
 
         (e) On any termination of this Agreement pursuant to Section 5.2 or 
otherwise, neither Promoter nor Subsidiary shall have any further obligation to 
stage any Tyson Events or Non-Tyson Events.

         (f) The provisions of this Section 5.2 are in no way intended as a 
limitation of the parties respective rights and remedies in the event of a 
breach of this Agreement.

     5.3 Notwithstanding any other provision of this Agreement, in the event of 
a willful breach of this Agreement by Promoter, Parent or Subsidiary, the other 
parties shall have whatever remedies are available to them at law or in equity.

     5.4 

                                      14
<PAGE>
 
     5.5 Promoter makes the following representations and warranties to Parent 
and acknowledges that Parent will be relying upon the accuracy and completeness 
of such representations and warranties in selling the MGM Shares to Promoter 
pursuant to this Agreement:

         (a) Investment Purposes. Except as contemplated by Section 21, Promoter
is acquiring the MGM Shares solely for its own beneficial account, for
investment purposes, and not with a view to, or for resale in connection with,
any distribution of the MGM Shares in violation of the Act or any other
applicable state or federal securities laws, any applicable rules of any
exchange on which the Common Stock may be listed and any applicable rules of the
National Association of Securities Dealers, Inc. (collectively, the "Securities
Laws").

         (b) Limitations on Transfer. Promoter agrees that it will not sell, 
assign, pledge, transfer, or otherwise dispose of the MGM Shares or any interest
therein, or make any offer or attempt to do any of the foregoing, in violation 
of any of the provisions of this Agreement or the Securities Laws. The Company 
shall not be required to give effect to any purported transfer of any of the MGM
Shares except upon compliance with the provisions of this Agreement.

         (c)  Accredited Investors. Promoter, either alone or with its advisors 
(if any), has such knowledge, skill and experience in business, financial and 
investment matters so that it is capable of evaluating the merits and risks of 
an investment in the

                                      15
<PAGE>
 
MGM Shares. To the extent that Promoter has deemed it appropriate to do so, 
Promoter has retained at its own expense, and relied upon, appropriate 
professional advice regarding the investment, tax and legal merits and 
consequences of this Agreement and owning the MGM Shares. Promoter is an 
"accredited investor" as that term is defined under Rule 501 of Regulation D of 
the Act.

     (d) Unregistered Shares; Legend Condition. Promoter acknowledges that the 
MGM Shares have not been registered under the Act and that the certificates 
representing the MGM Shares will be subject to a legend or legends reflecting 
the unregistered status of the MGM Shares and the restrictions on transfer 
imposed by the Securities Laws and/or this Agreement.

     (e) Disclosure. This Agreement and the other agreements entered into 
pursuant to this Agreement do not contain any untrue statement of a material 
fact concerning Promoter or Tyson, or omit a material fact concerning Promoter 
or Tyson necessary to make the statements contained herein or therein not 
misleading. None of the statements, documents, certificates or other items 
prepared or supplied by Promoter with respect to the transactions contemplated 
hereby contains an untrue statement of a material fact or omits a material fact 
necessary to make the statements made therein not misleading.

     5.6 Parent makes the following representations and warranties to Promote 
and acknowledges that Promoter will be relying upon the accuracy and 
completeness of such representations and warranties in purchasing the MGM Shares
from Parent pursuant to this Agreement:

                                      16
<PAGE>
 
     (a) MGM Shares. Upon the issuance of MGM Shares pursuant to Section 5, each
of the MGM Shares so issued shall be (i) validly authorized, validly issued,
fully paid and nonassessable, with no personal liability attaching to the
ownership thereof and (ii) free and clear of any lien, claim, charge,
restriction or encumbrance (except as provided by this Agreement or for liens
pursuant to the Advance Note Security Agreement and the Stock Note Security
Agreement). Except pursuant to this Agreement, the issuance or transfer of the
MGM Shares to Promoter is not subject to preemptive right, right of first
refusal or other similar right. The foregoing shall be true in all material
respects on any date any MGM Shares are issued to Promoter pursuant to the terms
of this Agreement or released from the liens pursuant to the Advance Note
Security Agreement and the Stock Note Security Agreement.

     (b) Disclosure. This Agreement and the other agreements entered into 
pursuant to this Agreement do not contain any untrue statement of material fact,
concerning Parent or Subsidiary or omit a material fact, concerning Parent or 
Subsidiary necessary to make the statements contained herein or therein not 
misleading. None of the statements, documents, certificates or other items 
prepared or supplied by Parent with respect to the transactions contemplated 
hereby contains an untrue statement of material fact or omits a material fact 
necessary to make the statements contained therein not misleading.

                                      17

<PAGE>
 
                                   SECTION 6

                                    TICKETS
                                    -------

     6.1 

     6.2 

     6.3 Tickets designated for Promoter shall not be resold or given to 
personnel at other hotel/casinos.

                                   SECTION 7

                                   WORKOUTS
                                   --------

     Promoter and Subsidiary will negotiate on site training facilities if they 
agree this will enhance the overall fight promotion. Mutual agreement will be 
necessary to consummate this section of the Agreement. Promoter shall not under 
any circumstances contract with, or schedule at, other Las Vegas Hotel Casino 
sites for Event training

                                      18
<PAGE>
 
                                   SECTION 8

                                   INSURANCE
                                   ---------

     8.1 Should either Promoter or Subsidiary wish to obtain non-appearance 
insurance, to protect against the death or disability of Mike Tyson, the other 
party shall furnish such information and cooperation as may be reasonably 
required to put in place such insurance, which shall be at the expense, and for 
the exclusive benefit of, the insuring party. Notwithstanding the foregoing, for
each of the first three Tyson Events, should Promoter purchase non-appearance 
insurance, Subsidiary shall be named as loss payee to the extent of its Five 
Million Dollar ($5,000,000) interest in each Event.

     8.2 Promoter agrees to obtain and maintain, for the scheduled Events, at
its sole expense, insurance issued by an insurance carrier authorized to do
business in the State of Nevada, which insurance shall be maintained until
thirty (30) days after completion of each Event and removal of all television
crews and equipment from the premises of hotel and shall cover the Events, and
all pre-fight and post-fight activities, including, without limitation,
television equipment installation and removal, under this Agreement. Such
insurance coverage shall at a minimum include:

     8.2.1 With respect to Promoter's employees and agents, Workers Compensation
and occupational disease, if required by federal or state law.

     8.2.2 Employee liability (including occupation and disease coverage of Five
Hundred Thousand Dollars ($500,000).

                                      19
<PAGE>
 
     8.2.3 Comprehensive General Liability, including personal injury, property 
damage, automobile liability for owned and non-owned vehicles, occurrence basis 
with a minimum Three Million Dollars ($3,000,000) combined single limit for 
bodily injury and property damage and not having a deductible or self-insured 
retention in excess of Ten Thousand Dollars ($10,000) for the Events and all
pre and post-fight press conferences, publicity activities and parties.

     8.2.4 Accident insurance coverage on all Fighter Participants, if required 
by Nevada law or order.

     8.2.5 All general liability insurance policies carried in accordance with
this section and any non-appearance insurance purchased by Promoter shall
provide (i) that if the insurers seek to cancel such insurance for any reason
whatsoever, or any substantial change is made in the coverage which affects the
interests of the Subsidiary, or the same is to lapse for non-payment of premium
or such insurance coverage is to be reduced, such cancellation, change, lapse or
reduction shall not be effective as to the Subsidiary until after thirty (30)
days following receipt by the Subsidiary of written notice from such insurers of
such cancellation, change, lapse or reduction; (ii) that as to the interest of
the Subsidiary in such policies, the insurance shall not be invalidated by any
action or omission by Promoter or any other person or entity and shall insure
the subsidiary regardless of any breach or violation of any warranties,
declarations or conditions contained in such policy by Promoter or any other
person or entity, (iii) that such insurance shall be primary without right of
contribution from any other insurance carried by the Subsidiary, and (iv) that
all the

                                      20
<PAGE>
 
provisions thereof, except the limits of liability, shall operate in the same 
manner as if there were a separate policy covering each additional insured. In 
the event Promoter fails to obtain such general liability insurance or the 
coverage amount is insufficient to cover any claims otherwise covered by the 
policy, Promoter hereby agrees to reimburse Subsidiary for any and all amounts 
paid by Subsidiary on account of or on behalf of Promoter to obtain such 
insurance or cover such claims.

     8.2.6 With respect to 8.2.1, 8.2.2 and 8.2.3 above, a Certificate of 
Insurance with an endorsement designating MGM Grand Hotel, Inc., its parent, 
subsidiaries and affiliated companies and their respective officers and 
directors as named insureds thereof in the form and substance reasonably 
satisfactory to Subsidiary shall be delivered to Subsidiary within two (2) weeks
after the signing of this Agreement.

     8.2.7 Failure to provide and maintain any insurance required by this
Section 8.2 shall be deemed a material breach of this Agreement.


                                   SECTION 9

                             TELEVISION PRODUCTION
                             ---------------------

     9.1 Subsidiary shall arrange for sufficient access to, and space in, and 
adjacent to the Grand Garden for Network or Promoter's television production 
equipment, personnel and talent, as well as sufficient access for Network or 
Promoter's television facilities, including Network or Promoter's mobile trucks,
as may be necessary to carry out the purposes of this Agreement. Any equipment 
or personnel in such locations shall be solely at the risk of Promoter or 
Network and 

                                      21
<PAGE>
 
neither Subsidiary nor Parent shall have any liability or responsibility for the
protection of Network or Promoter's equipment or personnel.

     9.2 Promoter shall cause the Events to be televised live in the United 
States commencing at about 4:00 p.m. Las Vegas time with the Main Event 
commencing no earlier than 6:00 p.m. and no later than 7:00 p.m. Las Vegas time.
Promoter shall pay or cause to be paid all television production, set and 
strike, talent and transmission costs and shall hold Subsidiary harmless 
therefrom. Subsidiary shall provide for unimpeded access of working television 
crews and equipment. Subsidiary shall not be responsible for providing auxiliary
power and/or lighting or any special scaffolding, additional equipment or 
installation or removal for television, nor for the hook-up of power 
distribution or for the cost of electricity consumed for auxiliary lighting,
these items being responsibility of Promoter.

     9.3 Promoter shall provide the television contracts to the Nevada State 
Athletic Commission as required by Nevada law.

     9.4 

     9.4.1 

                                      22
<PAGE>
 
     9.5 Subsidiary shall have the reasonable right of approval of camera 
placement for the Events, so as to minimize the sight restrictions for ticket 
holders, and Subsidiary will not unreasonably withhold approval. The television 
production crew will do an on-site survey which shall be provided to Subsidiary
prior to Event tickets going on sale to assist in determining sight
restrictions.

     9.6 Promoter agrees to allow Subsidiary access to program and iso-camera 
feeds from the sports trucks to in-house Subsidiary television.

     9.7 Except as set forth in Section 16, Promoter shall cause the live 
broadcast of each of the Events to be blacked-out in the Las Vegas, Nevada 
metropolitan area and the Laughlin, Nevada, metropolitan area.

     9.8 Promoter shall cause the Events not to be broadcast on a delayed basis 
in the Las Vegas, Nevada, metropolitan area and the Laughlin, Nevada, 
metropolitan area with twenty-four (24) hours of the conclusion of the Events. 
Any delayed broadcast shall not be announced, advertised or acknowledged by 
Promoter or any broadcaster prior to the post-fight press conference.

     9.9 Promoter shall cause each broadcaster engaging in satellite 
transmission of any of the Events to cause all such satellite transmissions to 
be encrypted, regardless of the satellite used, to ensure that television 
receiver only satellite antennas will not be capable of receiving any such 
transmission without the use of a decoder.

                                      23
<PAGE>
 
     9.10 Promoter will use its best efforts to prevent the unauthorized or 
illegal public display of a live broadcast of the Events. Promoter shall 
promptly investigate and respond to any potential unauthorized or illegal public
display of a live broadcast of the Events which are brought to Promoter's 
attention and promptly advise Subsidiary of such matters.


                                  SECTION 10

                               ANCILLARY RIGHTS
                               ----------------

     10.1 Subsidiary shall have the right (and may grant others the right 
subject in all cases of assignment to the prior written approval of Promoter, 
such approval not to be unreasonably withheld), to reproduce, print, publish or 
disseminate in any medium, the portrait, picture, likeness, and voice and 
biographical material concerning Promoter and the Fighter Participants, for the 
purpose of merchandising, advertising and/or promoting each Event and for 
institutional advertising purposes including, but not limited to, the right to 
permit members of the media to attend the training sessions of the Main Event 
Boxers and to interview, photograph and film any of the Fighter Participants. 
Subsidiary will not use the above individuals' names or likenesses in 
endorsements without Promoter's prior approval and such approval shall not be 
unreasonably withheld. Promoter warrants and represents that it has the legal 
right and authority to grant the right to use the likenesses of persons as set 
forth in this paragraph and agrees to provide, if requested, documentation of 
such rights and 

                                      24
<PAGE>
 
indemnify and hold harmless Subsidiary and Parent against any and all claims 
whatsoever arising from such licensed use.

     10.2 With respect to Promoter's television rights to these Events, 
Promoter, Network and its licensees shall have the right to reproduce, print, 
publish or disseminate in any medium, the name and logo of MGM Grand, as news or
information and for advertising and promotional purposes solely in connection 
with these Events. Such approval and use of the name and logo shall be deemed a 
license or privilege only, which confers no property rights on Promoter, Network
and licensees, which may be revoked by Subsidiary at any time. Neither such 
approval of name and use of logo nor anything herein shall be deemed to abridge 
the right of Subsidiary to grant or license the use of the words "MGM" or "MGM 
Grand" to any other person at any time. Subsidiary shall maintain approval 
rights on any use of the name and logo of MGM Grand granted in the above 
license. Promoter shall submit to Subsidiary any intended use, prior to such 
use, and Subsidiary shall have three (3) days to provide approval or require 
changes. After three (3) days, the proposed use shall be deemed approved.


                                  SECTION 11

         ADVERTISING PRESS CONFERENCES, LOCAL PUBLICITY AND APPEARANCE
         -------------------------------------------------------------
                                 RESTRICTIONS
                                 ------------

     11.1 Subsidiary shall incur                       Dollars ($       ) in 
advertising costs for each Tyson Event. In addition, Subsidiary shall establish 
a 

                                      25
<PAGE>
 
        Dollar ($         ) advertising pool, to be spent on the Non-Tyson 
Events at Promoter's discretion, subject to consultation with Subsidiary. The 
advertising expenditures for each Non-Tyson Event shall not exceed
               Dollars ($       ). Subsidiary shall maintain disbursement over 
all advertising costs. Such costs shall be verifiable media buys, include 
certifiable ratings and circulations, and disclose rates and commissions by the 
buyer. Such costs shall include media placements, media production costs, 
promotional materials, media credentials, billboards, press conferences, press 
expenses, posters, video, buttons and banners. The site of the Event shall be 
mentioned in all advertising. Any use of Subsidiary's logo shall be subject to 
approval of  Subsidiary.

     11.2 Subsidiary and Promoter agree to jointly hold at least          press 
conferences related to each Tyson Event.          of the press conferences are 
to be held at mutually agreeable locations on mutually agreeable dates in 
                        at the MGM Grand Hotel and one other mutually determined
site.

     11.3 Promoter agrees to cause each of the Main Event Boxers to fully 
cooperate and assist in the promotion, advertising and publicity of each Event. 
Promoter agrees that each Main Event Boxer will appear and participate in press 
conferences, media events and interviews via satellite or from the MGM Grand at
reasonable times and places as reasonably requested by Subsidiary.

     11.4 

                                      26
<PAGE>
 
     11.5 In addition to the advertising funds above, Subsidiary may, at its 
discretion and at its sole cost and expense, promote and publicize Events in the
relevant market as determined by Subsidiary. Promoter shall assist Subsidiary in
its advertising and promotional campaign for the Events and shall supply
information, photographs (both color and black & white) and materials for use in
their promotion of the bouts and shall cause the Main Event Boxers to reasonably
cooperate in such promotion, advertising and publicity.


                                  SECTION 12

                            LICENSE AND COMPLIANCE
                            ----------------------
     12.1 Promoter shall obtain and pay for any necessary Promoter's license, 
boxing licenses or permits, business licenses and any other license, permit or 
fee that may be required by the Nevada State Athletic Commission or other 
governmental agencies having jurisdiction for the Events and agrees to comply, 
and to cause its agents and employees and the Fighter Participants and their 
agents and employees to comply, with the terms of all applicable federal, state 
and municipal laws including, but not limited to, the Nevada State Athletic 
Commission, and any regulations promulgated thereunder and shall indemnify 
and hold harmless Subsidiary and Parent from any penalties,fines, costs,
expenses or damages resulting from the failure to do

                                      27
<PAGE>
 
so by any such person. Promoter shall require each Fighter Participant to pay
all sanctioning fees due with respect to such Fighter Participant's services
related to the Events. Subsidiary shall have no responsibility to pay any
sanctioning fees with regard to the Events.

     12.2 Each bout which is being sanctioned by a boxing organization, shall be
conducted in accordance with the rules and regulations of the recognized boxing 
organization involved in the Events.



                                  SECTION 13

                       FIGHTER CONTRACT AND BOUT CONDUCT
                       ---------------------------------

     Promoter shall cause all Fighter Participants to execute such contracts as 
may be required to be filed with the Nevada State Athletic Commission. These 
Events shall be conducted in accordance with the rules and regulations of the 
Nevada State Athletic Commission and any regulatory body having jurisdiction.



                                  SECTION 14


                           ------------------------

                                      28
<PAGE>
 
                                  SECTION 15

                         MERCHANDISING AND CONCESSIONS
                         -----------------------------

     15.1 Promoter hereby licenses to Subsidiary the sole and exclusive right to
produce and manufacture promotional merchandise including, but not limited to 
souvenirs, hats, t-shirts, banners and the like. Promoter shall be entitled to 
produce the programs for these Events. Gross net proceeds from the sale of Event
programs and merchandise shall be                                          . 
Gross net proceeds are defined as the cash proceeds, less (i) the direct costs 
to Subsidiary for 

                                      29
<PAGE>
 
the manufacture of merchandise (or to Promoter for the manufacture of the 
program) and labor costs, and (ii) less any taxes associated with said sale.

     15.2 No complimentary programs or merchandise are permitted for any party 
to this Agreement.

     15.3 Promoter acknowledges Subsidiary's exclusive right, title and interest
in and to Subsidiary's logos and trademark ("Trademark"), and Promoter will not,
at any time, do or cause to be done any act or thing contesting or in any way 
impairing or tending to impair any part of such right, title and interest. 
Promoter shall not in any manner represent that it has any ownership in the 
Trademarks or any registration thereof, and Promoter acknowledges that use of 
the Trademarks shall not create in Promoter's favor any right, title or interest
in or to the Trademarks, but all uses of the Trademarks by the Promoter shall 
enure to the benefit of Subsidiary. Promoter will at no time adopt or use any 
word or mark similar to, or likely to be confused with, the Trademarks.

     15.4 Subsidiary shall have the sole and exclusive right to operate or 
license a third party to operate concessions for the sale of food and beverages 
before, during and after the live Event and retain all proceeds therefrom.



                                  SECTION 16

                                OTHER REVENUES
                                --------------

                                      30
<PAGE>
 
    16.1 

    16.2 

    16.3 

                                      31
<PAGE>
 
                                  SECTION 17

                         POSTPONEMENT OR CANCELLATION
                         ----------------------------

     17.1 In the event: (a) a physician licensed by the Nevada State Athletic 
Commission certifies that Tyson or his opponent is temporarily mentally or 
physically disabled to such an extent that he cannot participate in any Event as
scheduled, (b) any Event is delayed or temporarily prevented from occurring on 
the scheduled date by reason of an Act of God, fire, flood, storm, war, public 
disaster, or any governmental or regulatory or boxing or athletic commission or 
association enactment, determination or action, regulation or order ("Force 
Majeure Event"), or (c) the Grand Garden is materially damaged by a Force 
Majeure Event, or Subsidiary's performance of this Agreement is prevented or 
materially frustrated by a Force Majeure Event or any other cause beyond 
Subsidiary's reasonable control, (d) if any Fighter Participant shall fail or 
refuse to participate in the Event for any reason (other than a breach of this 
Agreement or in the case of Tyson, death or insurable permanent mental or 
physical disability), or (e) the live telecast of the Event shall be prevented 
for any reason beyond the reasonable control of Promoter, then Promoter shall 
reschedule the Event to a date and time reasonably acceptable to Subsidiary
within sixty (60) days and, this Agreement shall apply to the rescheduled Event.
Any postponement under this Section shall extend the Maturity Date for a like
period of time.

     17.2 If any Event shall not be conducted on the scheduled date (or 
rescheduled date under Section 17.1), by reason of the breach of this Agreement 
by Subsidiary or Promoter, then the injured party shall have available all of 
the remedies allowed by

                                      32
<PAGE>
 
law or equity. Subsidiary and Promoter acknowledge that the rights granted under
this Agreement are personal, valuable and unique, such that a breach of any of
the material provisions of this Agreement will cause irreparable harm which
cannot be adequately compensated merely by monetary damages. The injured party
shall be entitled to equitable relief, including specific performance of this
Agreement and preliminary and permanent injunction relief.




                                  SECTION 18

                                  CREDENTIALS
                                  -----------

     Subsidiary and Promoter will mutually control all seats and credentials 
issued to members of the news media and other persons in the "Ringside Press 
Section" and will work with Promoter in the proper placement and approval of 
said persons, with priority placement going to broadcasters for the scheduled 
Events. Promoter and Subsidiary agree to hire Magna Media to assist in the 
handling of credentials, (the cost of which will be considered an "advertising 
expense"). The parties hereto specifically agree that these seats shall not be 
provided to other parties in lieu of manifested tickets to the Events and 
further, that parties involved with any of the fighters or participants on the 
card who are not members of recognized media outlets shall not be permitted in 
said "Ringside Press Section." The total number of access credentials shall be
determined and limited prior to each Event.

                                      33
<PAGE>
 
                                  SECTION 19

                          ADVERTISING IDENTIFICATION
                          --------------------------

     19.1 All advertising, promotions and press releases for this Event by the 
parties shall read substantially as follows: "DON KING PRODUCTIONS, INC. in 
association with MGM GRAND HOTEL."

     19.2 Promoter agrees to have included in all press releases, print 
ads, television and radio commercials, announcements, promos and stuffer inserts
for the Events (and Pay-Per-View, cable, closed circuit and delayed broadcasts
of the Events), the fact that the MGM Grand is the site of the Event.

     19.3 Promoter will use best efforts to have Main Event Boxers sign 
              (   ) autographed Event posters for the scheduled Event for 
Subsidiary priority clientele.



                                  SECTION 20

                                   INDEMNITY
                                   ---------

     Each party agrees to indemnify and hold the other harmless from any and all
claims, demands, actions, liability, loss, judgments, costs, expenses, including
attorneys fees ("Covered Claims") arising out of, or by reason of, any injury,
damage or death to persons or property resulting from any act, omission or
negligence of the indemnifying party, its officers, directors, agents or
employees.

                                      34
<PAGE>
 
                                  SECTION 21

                                  ASSIGNMENT
                                  ----------

     This Agreement shall not be assignable by the Promoter without the prior 
written consent of Subsidiary, which shall not be unreasonably withheld. In the 
absence of a written agreement to the contrary, no assignment shall act as a 
release of Promoter from any terms, conditions or covenants hereunder. 
Notwithstanding the preceding sentence, Promoter shall have the right, without 
the consent of Subsidiary, to assign any of its rights under this Agreement or 
any other agreement entered into pursuant to this Agreement to          
                                     and          , who then shall also each be
jointly and severally liable for all terms, conditions, covenants and 
obligations hereunder. The parties further understand and agree that Promoter 
may act as                                                        and 
        agent, with respect to the receipt of any rights or benefits on 
                                                 or              behalf under 
this Agreement or any other agreement entered into pursuant to this Agreement.



                                  SECTION 22

                                   CAPTIONS
                                   --------

     The captions appearing at the commencement of the sections hereof are 
descriptive only and for convenience in reference to this Agreement and in no 
way

                                      35
<PAGE>
 
whatsoever define, limit or describe the scope or intent of this Agreement, nor 
in any way affect this Agreement.



                                  SECTION 23

                            GOVERNING LAW AND FORUM
                            -----------------------
     The laws of the State of Nevada applicable to contracts made and wholly 
performed therein shall govern the validity, construction, performance and 
effect of this Agreement. Any lawsuit to interpret or enforce the terms of this 
Agreement or decide any dispute arising out of or related to it shall be brought
only in a court of competent jurisdiction in the State of Nevada. 
Notwithstanding anything to the contrary elsewhere in this Agreement, neither 
Parent nor Subsidiary shall be obligated to do anything that is prohibited by 
any governmental body whose approval would be necessary to Subsidiary or Parent,
or to any other subsidiary or company in which Parent holds an interest, doing 
business within the jurisdiction of such body.



                                  SECTION 24

                                BINDING EFFECT
                                --------------
     This Agreement shall inure to the benefit of and be binding upon the 
parties hereto and their respective successors and assigns. Except as 
specifically provided in this Agreement, this Agreement is not intended to, and 
shall not, create any rights in any person or entity whatsoever except
Subsidiary, Parent and Promoter.

                                      36
<PAGE>
 
                                  SECTION 25

                               ENTIRE AGREEMENT
                               ----------------

     This Agreement and the Agreements attached hereto as Exhibits contain the 
entire agreement between the parties and all prior understandings or agreements 
are merged into this Agreement and the Agreements attached hereto. This 
Agreement and the Agreements attached hereto may only be modified in writing 
signed by Promoter and a duly authorized officer of Subsidiary and Parent. No 
officer, director, employee or representative of Subsidiary has any authority to
make any representations or promises not contained in this Agreement or the 
Agreements attached hereto and Promoter expressly agrees that it has not 
executed this Agreement or the Agreements attached hereto in reliance on any 
such representation or promise.



                                    SECTION 26

                            NO IMPROPER INDUCEMENTS
                            -----------------------

     Promoter represents and warrants that neither Promoter nor any of its 
officers, directors, employees or agents have given or agreed to give any sums, 
gifts, gratuities or thing of value to any officer, director, employee or agent 
of Subsidiary or Parent to secure or maintain the business relationship 
contemplated by this Agreement.

                                      37
<PAGE>
 
                                  SECTION 27

                                    NOTICES
                                    -------

     27.1 Any and all notices and demand by or from any party required or
desired to be given hereunder shall be in writing and shall be validly given or
made if served personally, sent by a nationally recognized overnight courier, or
by telecopier with a confirmation copy sent by United States mail, certified or
registered, postage prepaid, return receipt requested. Such notice or demand
shall be conclusively deemed given upon receipt or attempted delivery, whichever
is sooner.

     27.2  Any notice or demand to Subsidiary shall be addressed to:
                     Dennis Finfrock
                     Vice President/Special Events
                     MGM Grand, Inc.
                     3799 Las Vegas Boulevard South
                     Las Vegas, Nevada 89109

     WITH A COPY TO:
                     Thomas A. Peterman
                     Vice President and General Counsel
                     MGM Grand Hotel, Inc.
                     3799 Las Vegas Boulevard South
                     Las Vegas, Nevada 89109

     27.3  Any notice or demand to Parent shall be addressed to:

                     Eugene Shutler
                     Executive Vice President/General Counsel
                     MGM Grand, Inc.
                     3799 Las Vegas Boulevard South
                     Las Vegas, Nevada 89109

     27.4  Any notice or demand to Promoter shall be addressed to:

                     Don King, President
                     Don King Productions, Inc.
                     871 West Oakland Park Boulevard
                     Oakland Park, Florida 33311

                                      38

<PAGE>
 
     WITH A COPY TO:
                     Charles E. Lomax, Esq.
                     c/o Don King Productions, Inc.
                     871 West Oakland Park Boulevard
                     Oakland Park, Florida 33311

     WITH A COPY TO:
                     William C. Golden, Esq.
                     Sidney & Austin
                     One First National Plaza
                     Chicago, Illinois 60603

     27.5 Any party hereto may change his or its address for the purpose of
receiving notices or demands as herein provided by a written notice given in
the manner aforesaid to the other party hereto, which notice of change of 
address shall not become effective, however, until the actual receipt thereof by
the other party.



                                  SECTION 28

                                ATTORNEY'S FEES
                                ---------------

     In any action or proceeding to enforce the terms of this Agreement, the 
prevailing party shall be entitled to reasonable attorney's fees and costs 
incurred, whether or not the action is reduced to judgment.



                                  SECTION 29

                                 CONSTRUCTION
                                 ------------

     The terms and conditions of this Agreement shall be construed as a whole 
according to its fair meaning and not strictly for or against either Subsidiary,
Parent 

                                      39
<PAGE>
 
or Promoter. The parties acknowledge that each of them has reviewed this 
Agreement and has had the opportunity to have it reviewed by their attorneys and
that any rule or construction to the effect that ambiguities are to be resolved 
against the drafting party shall not apply in the interpretation of this 
Agreement, or any amendment.




                                  SECTION 30

                              PARTIAL INVALIDITY
                              ------------------

     If any term, provision, covenant or condition of this Agreement or any
application thereof, should be held by a court of competent jurisdiction to be 
invalid, void or unenforceable, all provisions, covenants and conditions of this
Agreement, and all applications thereof, not held invalid, void or 
unenforceable, shall continue in full force and effect and shall in no way be 
affected, impaired or invalidated thereby.

                                      40
<PAGE>
 

                                  SECTION 31

                                   NO AGENCY
                                   ---------

     Nothing herein shall cause the parties to be deemed the agent, 
representative, partner or joint venturer of the other and neither party shall
be authorized to bind the other in any manner nor shall either party represent
itself to others to have such authority.

AGREED and ACCEPTED
DON KING PRODUCTIONS, INC              MGM GRAND HOTEL, INC.

By: /s/ Don King                       By: /s/ Larry J. Woolf
   -----------------------------          ------------------------------
        DON KING                               LARRY J. WOOLF
        Chairman/President                     Chairman/President/CEO

Date:      5/24/95                     Date:      5/24/95
     ---------------------------            ----------------------------

MGM GRAND, INC.

By: /s/ Alex Yemenijian                Date:      5/24/95
   -----------------------------            ----------------------------
        ALEX YEMENIDJIAN
        Executive VP & CFO


     I acknowledge reviewing the attached Promotion and Ancillary Rights 
Agreement dated as of March 15, 1995 by and among DON KING PRODUCTIONS, INC., 
MGM GRAND HOTEL, INC. and MGM GRAND, INC. (the "Agreement") and the Exhibit
Agreements referred to therein. In order to induce MGM Grand Hotel, Inc. to
enter into such Agreements, I agree to perform the services contemplated of me,
as provided in such Agreements. Furthermore, I hereby represent to MGM Grand,
Inc. and Don King Productions, Inc. that: (i) any MGM Shares I am acquiring
through Don King Productions, Inc. as my agent as contemplated by Section 21 of
the Agreement are being acquired for my own account and not with a view to
reselling or distributing

                                      41
<PAGE>
 
the MGM Shares, (ii) I have such knowledge and experience in financial and 
business matters that I am capable of evaluating the merits and risks of my 
investment in the MGM Shares, (iii) I am able to bear the complete loss of my 
investment in the MGM Shares, (iv) I have had the opportunity to ask questions 
of, and receive answers from MGM Grand, Inc. concerning the terms and conditions
of the offering of the MGM Shares and to obtain additional information about MGM
Grand, Inc., and to discuss all aspects of the transactions described in such
Agreements and the risks thereof for me, with independent counsel of my choice;
(v) I am an "accredited investor" as defined in Rule 501 promulgated under the
Securities Act of 1933, as amended and (vi) I acknowledge the MGM Shares that I
am acquiring through Don King Productions, Inc., are subject to the Advance Note
Security Agreement and the Stock Note Security Agreement.


By:  /s/ Mike Tyson
   ------------------------------------
         MIKE TYSON

Date:    5/24/95
     ----------------------------------


     I acknowledge reviewing the attached Promotion and Ancillary Rights 
Agreement dated as of March 15, 1995 between DON KING PRODUCTIONS, INC., MGM 
GRAND HOTEL, INC. and MGM GRAND, INC. (the "Agreement") and the Exhibit 
Agreements referred to therein. I have approved, as Mike Tyson's manager, his 
obligations as provided in such Agreements. Furthermore, I hereby represent to 
MGM Grand, Inc. and Don King Productions, Inc. that: (i) any MGM Shares I am 
acquiring through Don King Productions, Inc. as my agent as contemplated by 
Section 21 of the Agreement are being acquired for my own account and not with a
view to reselling or distributing the MGM Shares, (ii) I have such knowledge and
experience in financial and business matters that I am capable of evaluating the
merits and risks of my

                                      42
   
<PAGE>
 
investment in the MGM Shares, (iii) I am able to bear the complete loss of my 
investment in the MGM Shares, (iv) I have had the opportunity to ask questions 
of, and receive answers from MGM Grand, Inc. concerning the terms and conditions
of the offering of the MGM Shares and to obtain additional information about MGM
Grand, Inc., and to discuss all aspects of the transactions described in such 
Agreements and the risks thereof for me, with independent counsel of my choice; 
(v) I am an "accredited investor" as defined in Rule 501 promulgated under the 
Securities Act of 1933, as amended and (vi) I acknowledge the MGM Shares that I 
am acquiring through Don King Productions, Inc., are subject to the Advance Note
Security Agreement and the Stock Note Security Agreement.


By: /s/ John Horne                     By: /s/ Rory Holloway
   ------------------------------         -----------------------------
        JOHN HORNE                             RORY HOLLOWAY

Date:   5/24/95                        Date:   5/24/95
     ----------------------------           ---------------------------

     I acknowledge reviewing the attached Promotion and Ancillary Rights
Agreement dated as of March 15, 1995 between DON KING PRODUCTIONS, INC., MGM
GRAND HOTEL, INC. and MGM GRAND, INC. (the "Agreement") and the Exhibit
Agreements referred to therein. I hereby represent to MGM Grand, Inc. and Don
King Productions, Inc. that: (i) any MGM Shares I am acquiring through Don King
Productions, Inc. as my agent as contemplated by Section 21 of the Agreement are
being acquired for my own account and not with a view to reselling or
distributing the MGM Shares, (ii) I have such knowledge and experience in
financial and business matters that I am capable of evaluating the merits and
risks of my investment in the MGM Shares, (iii) I am able to bear the complete
loss of my investment in the MGM Shares, (iv) I have had the opportunity to ask
questions of, and receive answers from MGM Grand, Inc. concerning the terms and
conditions of the offering of the MGM

                                      43

<PAGE>
 
Shares and to obtain additional information about MGM Grand, Inc., and to
discuss all aspects of the transactions described in such Agreements and the
risks thereof for me, with independent counsel of my choice; (v) I am an
"accredited investor" as defined in Rule 501 promulgated under the Securities
Act of 1933, as amended and (vi) I acknowledge the MGM Shares that I am
acquiring through Don King Productions, Inc., are subject to the Advance Note
Security Agreement and the Stock Note Security Agreement.


By: /s/ Don King                       By: /s/ Henrietta King
   --------------------------------       --------------------------------
        DON KING                               HENRIETTA KING

Date:   5/30/95                        Date:   5/30/95
     ------------------------------          -----------------------------


                                      44
<PAGE>
 
November 27, 1995
 
Alex Yemenidjian
President
MGM Grand, Inc.
3799 Las Vegas Boulevard South
Las Vegas, Nevada 89109
 
Dear Mr. Yemenidjian,
 
  This letter agreement will confirm the principal terms and conditions of the
Agreement by and among Don King Productions, Inc. ("DKP"), MGM Grand Hotel,
Inc. ("Subsidiary") and MGM Grand, Inc. ("Parent") with respect to a
professional boxing match between Mike Tyson ("Tyson") and Buster Mathis (or
another comparable non-champion opponent) hereinafter called the "Tyson
Interim Bout") to occur in December of 1995 or January of 1996. The Tyson
Interim Bout shall take place before his next scheduled Bout under the
Agreement.
 
  It is hereby agreed by and among each of the parties as follows:
 
  1.   The Tyson Interim Bout shall not be deemed a "Tyson Event" as defined
       in the Promotion and Ancillary Rights Agreement dated as of March 5,
       1995 (the "MGM Agreement") by and among DKP and Subsidiary and Parent
       for any purposes, which means inter alia, there are five (5) remaining
       Tyson Events to be held at Grand Garden or other site as selected by
       Subsidiary.
 
  2.   Sections 1.2 and 5.1(a) of the MGM Agreement, and the second paragraphs
       of each of the Advance Note and the Stock Note (as defined in the MGM
       Agreement) are each hereby amended by substituting the date "January
       25, 1998" for the date "September 25, 1997" and Section 2.1 of the
       Registration Rights Agreement (as defined in the MGM Agreement) is
       hereby amended by substituting the date "August 15, 1997" for the date
       "April 15, 1997."
 
  3.   DKP hereby grants to Subsidiary a credit of             to be used by
       Subsidiary, at its election, either (i) to purchase tickets to Tyson
       Events as provided by Section 6.2 of the MGM Agreement, (ii) to reduce
       Subsidiary's obligation under Section 11.1 of the MGM Agreement to
       incur             of advertising costs for Tyson Events, or (iii) any
       combination of clauses (i) and (ii).
 
  4.   The parties will cooperate with each other (each at their respective
       expense) to prepare and execute such documents as may be reasonably
       required or desirable to carry out the provisions of this letter
       agreement.
<PAGE>
 
  As a result, and without limiting the generality of the foregoing:
 
  (i)   Subsidiary shall not be obligated to provide to Promoter, the Grand
        Garden Arena, a boxing ring, complimentary rooms, suites and food and
        beverages, or any of the other obligations of Subsidiary as provided in
        the MGM Agreement. 

  (ii)  DKP shall have the sole right and authority to stage the Tyson Interim
        Bout, provided that DKP agrees that the Tyson Interim Bout______       .
 
  (iii) All aspects of the Tyson Interim Bout (including without limitation,
        production, distribution and transmission responsibilities) shall be
        the sole responsibility of DKP, and with respect to all of the
        foregoing, neither Parent nor Subsidiary assumes any liability or
        duties nor shall they be liable to any third party.
 
  (iv)  All costs and expenses incurred in connection with the Tyson Interim
        Bout (including without limitation, all purses, staging, production,
        distribution and transmission costs and expenses) shall be the sole
        responsibility of DKP, and with respect to all of the foregoing costs
        and expenses, neither Parent nor Subsidiary assumes any liabilities or
        duties and neither Parent nor Subsidiary shall be liable to any third
        person.
 
  (v)   With regard to subparagraphs 4(iii) and (iv), DKP shall indemnify and
        hold harmless MGM with respect to any third party claim arising out of
        the Tyson Interim Bout.
 
  5.    The terms of this agreement shall remain in full force and effect
        regardless of whether the Tyson Interim Bout is held, and DKP agrees
        and will include necessary language in the contract it enters into with
        any third party to stage the Tyson Interim Bout that the Tyson Interim
        Bout, including any postponements, must be held no later than January
        15, 1996.
 
  In the event of any inconsistency between this letter agreement and any
other agreement between the parties, this letter agreement shall be deemed to
be controlling with respect to the subject matter hereof.
 
  Please sign where indicated below to confirm your agreement with the
foregoing, and upon our counter-signature, this letter agreement shall become
a binding agreement among the parties.
 
/s/                                       /s/
-------------------------------------     -------------------------------------
Don King Productions, Inc.                MGM Grand, Inc.
 
                                          /s/
                                          -------------------------------------
                                          MGM Grand Hotel, Inc.