Exhibit 10.2

Published Deal CUSIP:         

`SEVENTH AMENDED AND RESTATED LOAN AGREEMENT

Dated as of February 24, 2012

among

MGM RESORTS INTERNATIONAL, as Borrower

and

MGM GRAND DETROIT, LLC, as Co-Borrower

The Lenders herein named

and

BANK OF AMERICA, N.A.
as Administrative Agent

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BARCLAYS CAPITAL, THE INVESTMENT BANKING DIVISION OF BARCLAYS BANK PLC, BNP PARIBAS SECURITIES CORP., CITIBANK NORTH AMERICA, INC., COMMERZBANK, DEUTSCHE BANK SECURITIES INC., J.P. MORGAN SECURITIES LLC, MORGAN STANLEY SENIOR FUNDING, INC., RBS SECURITIES, INC., SMBC NIKKO CAPITAL MARKETS LTD., UBS SECURITIES LLC and WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers

BANK OF AMERICA, N.A., BARCLAYS BANK PLC, BNP PARIBAS, CITIBANK, N.A., COMMERZBANK, DEUTSCHE BANK TRUST COMPANY AMERICAS, JPMORGAN CHASE BANK, N.A., MORGAN STANLEY SENIOR FUNDING, INC., THE ROYAL BANK OF SCOTLAND PLC, SUMITOMO MITSUI BANKING CORPORATION, UBS LOAN FINANCE LLC and WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agents

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SEVENTH AMENDED AND RESTATED LOAN AGREEMENT

This Seventh Amended and Restated Loan Agreement (“Agreement”), dated as of February 24, 2012 is entered into by and among MGM RESORTS INTERNATIONAL, a Delaware corporation (“Borrower”), MGM Grand Detroit, LLC, a Delaware limited liability company (“Detroit”), as initial Co-Borrower, the Lenders referred to herein and Bank of America, N.A., as Administrative Agent, with reference to the following facts:

A.            Pursuant to the Existing Loan Agreement referred to herein, certain revolving and term credit facilities have been provided to Borrower and Detroit.

B.            Pursuant to the Amendment No. 1 and Restatement Agreement, the Administrative Agent has been directed to execute this Agreement on behalf of the Lenders, and to thereby amend and restate the Existing Loan Agreement in its entirety, subject to the conditions precedent set forth in Section 8 of the Amendment No. 1 and Restatement Agreement.

C.            Concurrently with the effectiveness of this Agreement, each of the conditions so set forth has been satisfied (including the making of the Required Payments and the payment of the various fees and expense reimbursements required thereunder), and the credit facilities described in the Existing Loan Agreement have been re-tranched into the Classes and Loans described herein.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, Borrower, Detroit, each Co-Borrower which hereafter becomes a Party hereto pursuant to Section 2.7, and the Administrative Agent (acting at the direction of the Lenders pursuant to the Amendment No. 1 and Restatement Agreement on behalf of the Creditors), hereby agree as follows:

ARTICLE 1
DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1  Defined Terms.  As used in this Agreement, the following terms shall have the meanings set forth below:

“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 any material part 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.

“Act” has the meaning set forth for that term in Section 11.30.

“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 Schedule 11.6, or such other address as the Administrative Agent hereafter may designate by written notice to Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Advance” means any advance made or to be made by any Lender to Borrower or any Co-Borrower as provided in Article 2, and includes each Base Rate Advance, LIBOR Advance and Swing Line Advance.

“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.

“Agent-Related Persons” means the Administrative Agent, together with its Affiliates (including Bank of America in its capacity as the Administrative Agent), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Aggregate Class A Funding Requirements” means the aggregate of the Class A Funding Requirements.

“Agreement” means this Seventh Amended and Restated Loan Agreement, either as originally executed, or as it may from time to time be supplemented, modified, amended, restated or extended.

“Alternative Currency” means each of Euro, Sterling and Yen, and each other currency (other than Dollars) that is approved in accordance with Section 1.9.

“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the Issuing Lender, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

“Amended and Restated Completion Guarantee” means Amended and Restated Completion Guaranty (MGM MIRAGE) dated as of April 29, 2009, as heretofore amended and restated by the Second Amended and Restated Sponsor Completion Guarantee, dated as of January 13, 2011, executed by Borrower and Bank of America (in its capacity as Collateral

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Agent under the Collateral Agent and Intercreditor Agreement referred to in the CityCenter Credit Agreement) in favor of U.S. Bank, National Association, in its capacity as First Lien Collateral Trustee and Second Lien Collateral Trustee, as at any time hereafter amended or replaced.

“Amendment No. 1 and Restatement Agreement” means the Amendment No. 1 and Restatement Agreement, of even date herewith executed by Borrower, Detroit and the Administrative Agent, acting at the direction of the Requisite Lenders.

“Applicable Rates” means:

(a)           as to the interest rates payable in respect of each Class A-1 Loan, Class B Loan and Class D Loan, (i) a LIBOR Margin of 5.00%, and (ii) a Base Rate Margin of 4.00%;

(b)           as to Standby Letter of Credit Fees payable to Class A-1 Lenders, 5.00%;

(c)           as to Unused Fees payable to the Class A-1 Lenders  in respect of the unfunded Class A Funding Requirements, 0.30%;

(d)           as of each date of determination, and as to the interest rates payable in respect of each Class A-2 Loan, Class C Loan and Class E Loan and Standby Letter of Credit Fees and Unused Fees payable to the Class A-2 Lenders, (i) from the Effective Date to the date that is the later of (x) 45 days after the Effective Date and (y) the first date on which Borrower shall have delivered a Collateral Coverage Certificate to the Administrative Agent pursuant to Section 7.3(a), at the rates set forth below opposite the Extension Collateral Coverage Ratio captioned “Less than or equal to 35%” and (ii) thereafter, at the rates set forth below opposite the Extension Collateral Coverage Ratio then in effect:

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“Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Issuing Lender, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption” means an Assignment and Assumption 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.

“Attorney Costs” means the reasonable fees, expenses and disbursements of any law firm or other external counsel to the Administrative Agent (or, pursuant to subsection (a)(ii) of Section 11.3, of any law firm or other external counsel to any Lender).

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

“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus ½ of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”; provided, that the Base Rate in respect of Non-Extended Loans shall in no event be less than 4.00% and the Base Rate in respect of Extended Loans shall in no event be less than 2.00% per annum at any time.  The “prime rate” 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 such 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.

“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 the applicable per annum percentage set forth in the definition of “Applicable Rates.”

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“Beau Rivage Collateral” means the permanently moored riverboat casino, and related real and personal property comprising the riverboat, hotel and casino in Biloxi, Mississippi commonly known as the Beau Rivage Hotel.

“Borgata Property” has the meaning set forth in Section 6.9(h).

“Borgata Settlement Agreement” means the Stipulation of Settlement dated as of March 16, 2010, between Borrower and the New Jersey Division of Gaming Enforcement, as amended by an Amendment No. 1 dated as of July 22, 2011, and as at any time further amended or modified.

“Borgata Trustee” means trustee of the disposition trust established pursuant to the Borgata Settlement Agreement, including any successor trustees thereunder.

“Borrower” means MGM Resorts International, 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 plus, without duplication, the aggregate amount of any cash dividends or other distributions received by Borrower and its Restricted Subsidiaries from Persons other than Restricted Subsidiaries.  In determining Borrower Group EBITDA for any period, the results of operations of each Person which is not a Subsidiary of Borrower shall be adjusted to exclude all non-recurring and/or non-cash expenses (other than depreciation and amortization, except with respect to depreciation and amortization related to CityCenter) to the extent deducted in arriving at Net Income for that period.

“Borrower Materials” has the meaning specified in Section 7.1.

“Borrowing” means a borrowing consisting of simultaneous Advances of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period, made by each of the Lenders pursuant to Section 2.1.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in the State of New York or the state where the Administrative Agent’s Office is located and, if such day relates to any LIBOR Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank Eurodollar Market.

“Capital Expenditures” means with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding (a) normal replacements and maintenance which are properly charged to current operations and (b) replacements and maintenance of assets damaged as the result of any casualty or other emergency).

“Capital Lease Obligations” means the amount, recorded in accordance with GAAP, of the monetary obligations of a Person under any leasing or similar arrangement that is classified as a capital lease in accordance with GAAP.

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“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 GAAP, consistently applied.

“Cash Collateralize” has the meaning specified in Section 2.6(g).

“Cash Equivalents” means, when used in connection with any Person, that Person’s Investments in:

(a)           Government Securities due within one year after the date of the making of the Investment;

(b)           readily marketable direct obligations of any State of the United States of America or any political subdivision of any such State or any public agency or instrumentality thereof given on the date of such Investment a credit rating of at least Aa by Moody’s or AA by S&P in each case due within one year from the making of the Investment;

(c)           certificates of deposit issued by, bank deposits in, eurodollar deposits through, bankers’ acceptances of, and repurchase agreements covering Government Securities executed by any Bank or by any bank incorporated under the Laws of the United States of America, any State thereof or the District of Columbia and having on the date of such Investment combined capital, surplus and undivided profits of at least $250,000,000, or total assets of at least $5,000,000,000, in each case due within one year after the date of the making of the Investment;

(d)           certificates of deposit issued by, bank deposits in, eurodollar deposits through, bankers’ acceptances of, and repurchase agreements covering Government Securities executed by any branch or office located in the United States of America of a bank incorporated under the Laws of any jurisdiction outside the United States of America having on the date of such Investment combined capital, surplus and undivided profits of at least $500,000,000, or total assets of at least $15,000,000,000, in each case due within one year after the date of the making of the Investment;

(e)           repurchase agreements covering Government Securities executed by a broker or dealer registered under Section 15(b) of the Securities Exchange Act of 1934, as amended, having on the date of the Investment capital of at least $50,000,000, due within 90 days after the date of the making of the Investment; provided that the maker of the Investment receives written confirmation of the transfer to it of record ownership of the Government Securities on the books of a “primary dealer” in such Government Securities or on the books of such registered broker or dealer, as soon as practicable after the making of the Investment;

(f)            readily marketable commercial paper or other debt securities issued by corporations doing business in and incorporated under the Laws of the United States of America or any State thereof or of any corporation that is the holding company for a bank described in clause (c) or (d) above given on the date of such Investment a credit rating of at least P-1 by Moody’s or A-1 by S&P, in each case due within one year after the date of the making of the Investment;

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(g)           “money market preferred stock” issued by a corporation incorporated under the Laws of the United States of America or any State thereof (i) given on the date of such Investment a credit rating of at least Aa by Moody’s Investors Service, Inc.  and AA by S&P, in each case having an investment period not exceeding 50 days or (ii) to the extent that investors therein have the benefit of a standby letter of credit issued by a Lender or a bank described in clauses (c) or (d) above;

(h)           a readily redeemable “money market mutual fund” sponsored by a bank described in clause (c) or (d) hereof, or a registered broker or dealer described in clause (e) hereof, that has and maintains an investment policy limiting its investments primarily to instruments of the types described in clauses (a) through (g) hereof and given on the date of such Investment a credit rating of at least Aa by Moody’s and AA by S&P; and

(i)            corporate notes or bonds having an original term to maturity of not more than one year issued by a corporation incorporated under the Laws of the United States of America or any State thereof, or a participation interest therein; provided that any commercial paper issued by such corporation is given on the date of such Investment a credit rating of at least Aa by Moody’s and AA by S&P.

“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 35% 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.

“CityCenter” means the real estate development of that name owned by CityCenter Holdings and its Subsidiaries in Las Vegas, Nevada.

“CityCenter Credit Agreement” means the Amended and Restated Credit Agreement, dated as of January 13, 2011, among CityCenter Holdings, the lenders from time to time party thereto, and Bank of America, N.A. as Administrative Agent, as amended, supplemented, amended and restated or otherwise modified from time to time and in any event including any term or revolving senior credit facility which refinances or replaces such Amended and Restated Credit Agreement (or any further amendment and restatement thereof).

“CityCenter Holdings” means CityCenter Holdings, LLC, a Delaware limited liability company, and its successors.

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“Class” means, when used in a generic sense, the then outstanding Obligations under the various classes of the Loans and Obligations created under Section 2.1.

“Class A Funding Requirement” means, as to each Class A Lender, its obligation to (a) make Class A Loans to Borrower pursuant to Section 2.2(a), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in each case in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.1 under the caption “Class A Funding Requirement” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Class A Lender” means each Lender having a Class A Funding Requirement when acting in that capacity.

“Class A Loans” means, collectively, the Class A-1 Loans and the Class A-2 Loans.

“Class A Percentage” means, as to each Lender, a percentage equal to its Class A Funding Requirement divided by the Aggregate Class A Funding Requirements.

“Class A Revolving Obligations” means, collectively the Class A-1 Loans, the Class A-2 Loans, the Letters of Credit and the Swing Line Loans.

“Class A-1 Lender” means each Lender that has a Class A Funding Requirement and holds Class A-1 Loans, when acting in that capacity.

“Class A-1 Loan” means each Loan made by a Class A-1 Lender pursuant to Section 2.2(a).

“Class A-1 Note” means a promissory note made by Borrower and Detroit in favor of a Lender evidencing Class A-1 Loans made by that Lender, substantially in the form of Exhibit C-1.

“Class A-1 Obligations” means, as of each date of determination, then outstanding Obligations owed to the Class A-1 Lenders, including the Class A-1 Loans, and the risk participations held by the Class A-1 Lenders in any then outstanding Letters of Credit and Swing Line Loans.

“Class A-2 Lender” means each Lender that that has a Class A Funding Requirement and holds Class A-2 Loans, when acting in that capacity.

“Class A-2 Loan” means each Loan made by a Class A-2 Lender pursuant to Section 2.2(a).

“Class A-2 Note” means a promissory note made by Borrower and Detroit in favor of a Lender evidencing Class A-2 Loans made by that Lender, substantially in the form of Exhibit C-2.

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“Class A-2 Obligations” means, as of each date of determination, then outstanding Obligations owed to the Class A-2 Lenders, including the Class A-2 Loans, and the risk participations held by the Class A-2 Lenders in any then outstanding Letters of Credit and Swing Line Loans.

“Class B Lender” means each Lender that holds a Class B Loan, when acting in that capacity.

“Class B Loan” means the portion of the Old Class A Loans retranched as such pursuant to the Amendment No. 1 and Restatement Agreement, and treated as non-revolving loans hereunder.

“Class B Note” means a promissory note made by Borrower in favor of a Class B Lender evidencing Class B Loans made by that Lender, substantially in the form of Exhibit C-3.

“Class C Lender” means each Lender that holds a Class C Loan, when acting in that capacity.

“Class C Loan” means the portion of the Old Class A Loans retranched as such pursuant to the Amendment No. 1 and Restatement Agreement, and treated as non-revolving loans hereunder.

“Class C Note” means a promissory note made by Borrower in favor of a Class C Lender evidencing Class C Loans made by that Lender, substantially in the form of Exhibit C-4.

“Class D Lender” means each Lender that holds a Class D Loans, when acting in that capacity.

“Class D Loan” means the portion of the Old Class E Loans retranched as such pursuant to the Amendment No. 1 and Restatement Agreement.  The Class D Loans are term loans.

“Class D Note” means a promissory note made by Borrower in favor of a Class D Lender evidencing Class D Loans made by that Lender, substantially in the form of Exhibit C-5.

“Class E Lender” means each Lender that holds a Class E Loans, when acting in that capacity

“Class E Loan” means the portion of the Old Class E Loans retranched as such pursuant to the Amendment No. 1 and Restatement Agreement.  The Class E Loans are term loans.

“Class E Note” means a promissory note made by Borrower in favor of a Class E Lender evidencing Class E Loans made by that Lender, substantially in the form of Exhibit C-6.

“Co-Borrowers” means, collectively, 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.

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“Collateral” means, collectively, the Detroit Collateral, the Mandalay Collateral, the Goldstrike Tunica Collateral and any other property (including the Beau Rivage Collateral) which is hereafter subject to the Liens of the Collateral Documents.

“Collateral Coverage Certificate”  means a Collateral Coverage Certificate, substantially in the form of Exhibit D, properly completed and signed by a Senior Officer of Borrower.

“Collateral Documents” means, collectively, each deed of trust, trust deed, deed to secured debt, mortgage, leasehold mortgage, leasehold deed of trust, first preferred ship mortgage, security agreement, intellectual property security agreement and other security and pledge agreement delivered to the Administrative Agent pursuant to the Existing Loan Agreement or hereafter delivered in connection with this Agreement, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Lenders or the Extending Lenders, as applicable.

“Commercial Letter of Credit” means each Letter of Credit issued to support the purchase of goods by Borrower or any Co-Borrower which is determined to be a commercial letter of credit by the Issuing Lender.

“Commission” means the United States Securities and Exchange Commission.

“Commitments” means the Revolving Commitment and the Term Commitment.

“Compliance Certificate” means a certificate substantially in the form of Exhibit E, 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.

“Convertible Debt” means any Permitted Public Indebtedness of Borrower that is convertible into or exchangeable for Equity Interests of Borrower and that may be guaranteed by Borrower’s Restricted Subsidiaries.

“Creditors” means, collectively, the Administrative Agent, the Issuing Lender, the Swing Line Lenders, each Lender and, where the context requires, any one or more of them.

“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.

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“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within three Business Days of the date required to be funded by it hereunder unless (in the case of any such failure to fund any portion of the Loans) such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Deposit Account” means separate accounts located at Bank of America as to Borrower and each Co-Borrower designated by Borrower or such Co-Borrower with the reasonable approval of the Administrative Agent.

“Designated Market” means, with respect to any LIBOR 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 Lenders 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 Lenders 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 Lenders.  The Administrative Agent will endeavor to provide prompt notice to Borrower and the Co-Borrowers of any change in the location of the Designated Market.

“Detroit” means MGM Grand Detroit, LLC, a Delaware limited liability company, its successors and permitted assigns.

“Detroit Collateral” means all of Detroit’s right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of Detroit with respect to MGM Grand Detroit Hotel and Casino, including the Collateral described on Annex A.

“Detroit Disposition Prepayment Amount” means such amount set forth in Schedule 1.1.

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“Detroit Loans” mean any Loans pursuant to which Detroit is obligated as a Co-Borrower.

“Detroit Orders” means the Order Approving Debt Transactions of MGM Grand Detroit, LLC, issued by the Michigan Gaming Control Board on October 14, 2003 as their file number MGM-2003-03, as at any time amended.

“Disclosure Schedule” means the Disclosure Schedule attached to this Agreement as Schedule 4.0.

“Disposition” or “Dispose” means the sale, transfer or other disposition by Borrower or any Restricted Subsidiary, in one transaction or any series of related transactions, of any asset.

“Disqualification” means, with respect to any Creditor:

(a)           the failure of that Person timely to file pursuant to applicable Gaming Laws (i) any application requested of that Person by any Gaming Board in connection with any licensing required of that Person as a lender to Borrower or a Co-Borrower or (ii) any required application or other papers in connection with determination of the suitability of that Person as a lender to Borrower or a Co-Borrower;

(b)           the withdrawal by that Person (except where requested or permitted by the Gaming Board) of any such application or other required papers; or

(c)           any final determination by a Gaming Board pursuant to applicable Gaming Laws (i) that such Person is “unsuitable” as a lender to Borrower or a Co-Borrower, (ii) that such Person shall be “disqualified” as a lender to Borrower or a Co-Borrower or (iii) denying the issuance to that Person of any license required under applicable Gaming Laws to be held by all lenders to Borrower or any Co-Borrower.

“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.

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

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“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, and, without duplication, any loss associated with the early retirement of Indebtedness and with any Disposition not in the ordinary course of business, minus (c) any extraordinary gain reflected in such Net Income, and, without duplication, any gains associated with the early retirement of Indebtedness and with any Disposition not in the ordinary course of business, 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 and start-up expenses” on the applicable financial statements of that Person for that fiscal period, plus (h) minority interest, in each case as determined in accordance with GAAP.

“Effective Date” means the date upon which this Agreement becomes effective pursuant to the Amendment No. 1 and Restatement Agreement.

“Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent, (ii) unless an Event of Default has occurred and is continuing, Borrower (each such approval not to be unreasonably withheld or delayed) (provided that notwithstanding the foregoing, each “Eligible Assignee” (A) shall not be Borrower or any of Borrower’s Affiliates or Subsidiaries and (B) shall be exempt from withholding of tax on interest and shall deliver the documents related thereto pursuant to Section 11.21) and (iii) to the extent required under applicable Gaming Laws, shall not be the subject of a Disqualification.

“EMU” means the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

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

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit

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interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“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.

“Euro” and “EUR” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“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.

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

“Existing Letters of Credit” means the letters of credit issued under the Existing Loan Agreement and outstanding as of the Effective Date.

“Existing Loan Agreement” means the Sixth Amended and Restated Loan Agreement dated as of March 16, 2010, among Borrower, Detroit, as Co-Borrower, the lenders referred to therein, and the Administrative Agent, as heretofore amended.

“Existing Maturity Date” means February 21, 2014.

“Existing Secured Notes” means, collectively, the senior secured notes of Borrower existing as of the Effective Date, and identified in Borrower’s public filings with the Commission as of the Effective Date.

“Existing Subordinated Obligations” means, collectively the $150,000,000 Senior Subordinated Notes of Mandalay issued pursuant to the Indenture dated July 21, 1993 between Mandalay (under its former name, Circus Circus Enterprises, Inc.) and First Interstate Bank of Nevada, N.A.  (to which Bank of New York Mellon Trust Company, N.A., is now successor in interest), as Trustee.

“Extended Loans” means, collectively, the Class A-2 Loans, the Class C Loans and the Class E Loans.

“Extended Maturity Date” means February 23, 2015.

“Extension Collateral” means any assets of Borrower and the Restricted Subsidiaries (including the Beau Rivage Collateral if and to the extent that Collateral Documents in respect of such Collateral have been executed) which are subject to a Lien acceptable to the Administrative Agent to secure the Extension Obligations.

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“Extension Collateral Coverage Ratio” means, as of each date of determination, the ratio of:

(a)           the Extension Obligations Collateral Allocation on that date; to

(b)           the aggregate amount of the Extension Obligations as of that date, for this purpose treating the Class A Funding Requirements held by the Extending Lenders as fully outstanding.

“Extension Obligations” means, collectively, (a) that portion of the Class A Funding Requirements held by Extending Lenders, and (b) the Class C Loans and Class E Loans.

“Extension Obligations Collateral Allocation” means, as of each date of determination, the sum of:

(a)           The product of (i) the aggregate principal amount of the Indebtedness hereunder which is secured by Liens on the Detroit Collateral, the Goldstrike Tunica Collateral and the Mandalay Collateral as of that date, times (ii) the Extension Ratio as of that date; plus

(b)           The aggregate principal amount of the Extension Obligations which are secured by the Extension Collateral as of that date.

“Extension Ratio” means, as of each date of determination the ratio of (a) the Extension Obligations, to (b) the  aggregate Obligations, in each cast treating the Class A Funding Requirements as fully outstanding.

“Extending Lender” means each Lender that, as of the Effective Date, holds Class A-2 Loans, Class C Loans or Class E Loans under this Agreement, when acting in the related capacity.

“FATCA” has the meaning set forth for that term in Section 3.11(d).

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“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.

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

“Foreign Lender” has the meaning specified in Section 11.21(a)(i).

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means, generally accepted accounting principles in the United States set forth in the Financial Accounting Standards Board’s “Accounting Standards Codification” as may be amended from time to time.  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.

“Gaming Board” means each Governmental Agency (including Governmental Agencies associated with foreign governments) to the extent that such Governmental Agency holds, as of the relevant date, 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” mean 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 Subsidiaries within its jurisdiction, in each case to the extent applicable to Borrower and its Restricted Subsidiaries.

“Goldstrike Tunica Collateral” means the real and personal property comprising the hotel and casino in Tunica, Mississippi commonly known as the Gold Strike Resort and Casino described on Annex C.

“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.

“Granting Lender” has the meaning set forth in Section 11.8(h).

“Guarantors” means, collectively, each Restricted Subsidiary of Borrower that exists as of the Effective Date, other than Detroit, 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 may be released from the Guaranty in accordance with this Agreement.

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“Guaranty” means each of the continuing guaranties of the Obligations executed and delivered by the Guarantors pursuant to the Existing Loan Agreement, the terms of which have been reaffirmed on the Effective Date.

“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.

“Harmon Guarantee” means any remaining obligation of Borrower or any of its Restricted Subsidiaries, as contemplated in the Amended and Restated Limited Liability Company Agreement of CityCenter Holdings, LLC, to provide, and fund if necessary, any completion guarantee with respect to the Harmon Component (as defined in the CityCenter Credit Agreement), as such obligation may be subsequently documented under one or more completion guarantees or other similar instruments.

“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. § 1801, 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” mean all Laws governing the treatment, transportation or disposal of Hazardous Materials applicable to any of the Real Property.

“Honor Date” has the meaning set forth for that term in Section 2.6(c)(i).

“Impacted Lender” means (a) a Defaulting Lender or (b) a Lender as to which (i) the Issuing Lender has a good faith belief that such Lender has defaulted in fulfilling its obligations under one or more other syndicated credit facilities or (ii) an entity that controls such Lender has been deemed insolvent or become subject to a proceeding under any Debtor Relief Law.

“Increasing Lender” means one or more institutional lenders who agree to participate in the Par Assignment (as defined in the Amendment No. 1 and Restatement Agreement).

“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

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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, and (f) any net obligations of such Person under Swap Agreements in respect of interest rate hedging arrangements.

“Indemnified Liabilities” has the meaning set forth in Section 11.11.

“Indemnitees” has the meaning set forth in Section 11.11.

“Insurance Subsidiaries” means, collectively, (a) MGMM Insurance Company, a Nevada corporation,, (b) M3 Nevada Insurance Company, a Nevada corporation,  and (c) any other  Subsidiaries of the foregoing formed for the purpose of facilitating and providing insurance coverage and claims services for Borrower, Co-Borrowers and their Subsidiaries.

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

“Interest Period” means, as to each LIBOR Loan, a period of one week, or of 1, 2, 3, 6 or 9 months (or, to the extent not promptly objected to by any Lender following notice thereof by the Administrative Agent, any other period) as designated by Borrower; provided that (a) the first day of each Interest Period must be a Business Day, (b) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day, unless such Business Day falls in the next calendar month, in which case the Interest Period shall end on the next preceding Business Day, (c) no Interest Period may extend beyond the Existing Maturity Date until the Takeout Date, and (d) following the Takeout Date, no Interest Period in respect of the Extended Loans may extend beyond the Extended Maturity Date.

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“Interim Maturities” means, (a) as of each date prior to the Takeout Date, (i) any Indebtedness of Borrower and its Restricted Subsidiaries under their public indentures which matures prior to the Existing Maturity Date and (ii) the Non-Extended Loans, and (b) as of each later date, any of the Indebtedness of Borrower and its Restricted Subsidiaries under their public indentures which matures prior to the Extended Maturity Date.

“Investment” means, when used in connection with any Person, any investment by or of that Person, whether by means of (a) purchase or other acquisition of stock or other securities of any other Person, (b) a loan, advance creating a debt, capital contribution, guaranty or other debt or equity participation or interest in any other Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit, in each case 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.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application and any other document, agreement or instrument entered into by Borrower (or any Subsidiary), and the Issuing Lender or in favor of the Issuing Lender and relating to any such Letter of Credit.

“Issuing Lender” means Bank of America in its capacity as an issuer of Letters of Credit hereunder.

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Class A Funding Requirement.

“L/C Borrowing” means an extension of credit resulting from a drawing under a Letter of Credit which has not been reimbursed on the date when made or refinanced as a Loan.

“L/C Obligations” means, as at any date of determination, the Dollar Equivalent of the aggregate amount available to be drawn under all outstanding Letters of Credit plus the Dollar Equivalent of the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.  For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.7.  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

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

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“Lead Arrangers” means the Persons identified as such on the cover page to this Agreement.

“Lender” means each “Lender” (as defined in the Existing Loan Agreement) and each lender which may hereafter become a party to this Agreement pursuant to Section 11.8 (and, to the extent party to a Related Swap Agreement, any Affiliate of a Lender).

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify Borrower and the Administrative Agent.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the Issuing Lender.

“Letter of Credit Expiration Date” means the day that is seven days prior to the Existing Maturity Date (or, following the Takeout Date, the Extended Maturity Date) or, if any such day is not a Business Day, the next preceding Business Day.

“Letter of Credit Usage” means, as of any date of determination, the Dollar Equivalent of the aggregate undrawn face amount of outstanding Letters of Credit plus the Dollar Equivalent of the aggregate amount of all Unreimbursed Amounts, including all L/C Borrowings.

“Letters of Credit” means any of the Standby Letters of Credit or Commercial Letters of Credit issued by the Issuing Lender pursuant to Section 2.4, including the Existing Letters of Credit, either as originally issued or as the same may be supplemented, modified, amended, renewed, extended or supplanted.

“LIBOR” means, for any Interest Period with respect to a LIBOR Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period.  If such rate is not available at such time for any reason, then “LIBOR” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which Dollar deposits for delivery on the first day of such Interest Period in same day funds in the approximate amount of the LIBOR Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period; provided, that LIBOR in respect of Non-Extended Loans shall in no event be less than 2.00% and LIBOR in respect of Extended Loans shall in no event be less than 1.00% per annum at any time.

“LIBOR Advance” means an Advance made hereunder and specified to be a LIBOR Advance in accordance with Article 2.

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

“LIBOR Loan” means a Loan made hereunder and specified to be a LIBOR Loan in accordance with Article 2.

“LIBOR Margin” means the applicable per annum percentage set forth in the definition of “Applicable Rates.”

“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 Lenders pursuant to Article 2.

“Loan Documents” means, collectively, this Agreement, the Amendment No. 1 and Restatement Agreement, the Notes, the Swing Line Documents, the Guaranty, the Collateral Documents, each Request for Loan, each Letter of Credit Application, each Compliance Certificate, each Collateral Coverage Certificate, any Related Swap Agreement (it being understood that any such Related Swap Agreement may be amended solely by the parties thereto to the extent that such amendment does not conflict with the terms of this 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 Lender 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.

“Loan Parties” means Borrower, Detroit and each Guarantor.

“Mandalay” means Mandalay Resort Group, a Nevada corporation, and its successors.

“Mandalay Collateral” means the undeveloped land owned by Mandalay or its subsidiaries on Las Vegas Boulevard South in Las Vegas, Nevada described on Annex B.

“Margin Stock” means “margin stock” as such term is defined in Regulations U and X of the Federal Reserve Board.

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“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 condition or prospects (financial or otherwise), assets, business or operations of Borrower and its Restricted Subsidiaries, taken as a whole (except for circumstances or events attributable to general economic conditions), 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.

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

“Moody’s” means Moody’s Investors Service, Inc., and any successor thereto.

“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 6.4 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 Cash Proceeds” means:

(a)           with respect to any Disposition of assets, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the reasonable and customary out-of-pocket expenses incurred in connection with such transaction and (B) income taxes reasonably estimated to be actually payable within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith; provided that, if the amount of any estimated taxes pursuant to subclause (B) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds; and

(b)           with respect to the sale or issuance of any Equity Interest by Borrower, or the incurrence or issuance of any Indebtedness by Borrower, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other reasonable and customary out-of-pocket costs and expenses, incurred by Borrower in connection therewith, including in the case of any issuance of Convertible Debt, the expenses associated with acquiring any derivative securities linked to Equity Interests underlying such Convertible Debt or similar products purchased by Borrower in connection therewith, or of any other similar Investments made in connection therewith in accordance with Section 6.8(l).

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“Net Income” means, with respect to any fiscal period and with respect to any Person, the net income of that Person from continuing operations for that period, determined in accordance with GAAP, consistently applied.

“Non-Control Subsidiaries” means each Subsidiary of Borrower in respect of which Borrower and its other Subsidiaries do not have the collective right to elect a majority of the board of directors or other equivalent governing body, or otherwise lack the power to direct the management of such Subsidiary which is identified as such by Borrower in a notice to the Administrative Agent.  Each Non-Control Subsidiary existing as of the Effective Date is listed on the Disclosure Schedule as such.

“Non-Extended Loans” means the Class A-1 Loans, the Class B Loans and the Class D Loans.

“Non-Extending Lender” means each Lender which is not an Extending Lender.

“Notes” means, collectively, the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes.

“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 Issuing Lender, the Swing Line Lenders or the Lenders 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 a Restricted Subsidiary of Borrower, whether or not allowed as a claim in such proceeding.

“Old Class A Loans” means the “Class A Loans” referred to in the Existing Loan Agreement.  On the Effective Date, the Old Class A Loans have been re-tranched as Class A-1 Loans, Class A-2 Loans, Class B Loans and Class C Loans hereunder.

“Old Class C Loans” means the “Class C Loans” referred to in the Existing Loan Agreement.  On the Effective Date, the Old Class C Loans have been re-tranched as Class B Loans and Class C Loans hereunder.

“Old Class E Loans” means the “Class E Loans” referred to in the Existing Loan Agreement.  On the Effective Date, the Old Class E Loans have been re-tranched as Class D Loans and Class E Loans hereunder.

“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, without duplication, of (i) the aggregate principal amount of the outstanding Loans, plus (ii) the Swing Line Outstandings, plus (iii) the Letter of Credit Usage.

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“Participating Member State” means each state so described in any EMU Legislation.

“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:

(a)           inchoate Liens incident to construction on or maintenance of Property; or Liens incident to construction on or maintenance of Property now or hereafter filed of record for which adequate reserves have been set aside (or deposits made pursuant to applicable Law) and which are being contested in good faith by appropriate proceedings and have not proceeded to 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;

(b)           Liens for taxes and assessments on Property which are not yet past due; or Liens for taxes and assessments on Property for which adequate reserves have been set aside and are being contested in good faith by appropriate proceedings and have not proceeded to 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;

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(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);

(o)           Liens consisting of any right of offset, or statutory bankers’ lien, on bank deposit accounts maintained in the ordinary course of business so long as such bank deposit accounts are not established or maintained for the purpose of providing such right of offset or bankers’ lien;

(p)           Liens consisting of deposits of Property to secure statutory obligations of Borrower or a Restricted Subsidiary of Borrower;

(q)           Liens consisting of deposits of Property to secure (or in lieu of) surety, appeal or customs bonds in proceedings to which Borrower or a Restricted Subsidiary of Borrower is a party;

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(r)            Liens created by or resulting from any litigation or legal proceeding involving Borrower or a Restricted Subsidiary of Borrower in the ordinary course of its business which is currently being contested in good faith by appropriate proceedings, provided that adequate reserves have been set aside by Borrower or the relevant Restricted Subsidiary and no material Property is subject to a material risk of loss or forfeiture;

(s)           non-consensual Liens incurred in the ordinary course of business but not in connection with an extension of credit, which do not in the aggregate, when taken together with all other Liens, materially impair the value or use of the Property of Borrower and the Restricted Subsidiaries of Borrower, taken as a whole; and

(t)            Liens arising under applicable Gaming Laws.

“Permitted Public Indebtedness” means Indebtedness of Borrower which (i) has a maturity date not earlier than August 23, 2015 (other than such Indebtedness issued pursuant to the indenture governing Borrower’s 4.25% convertible senior notes, dated as of April 10, 2010, among Borrower, the Subsidiary Guarantors named therein and U.S. Bank National Association, as trustee, in which case such Indebtedness shall have a maturity date not earlier than the Extended Maturity Date), (ii) has covenants that are no more restrictive, taken as a whole, than those included in any senior secured public Indebtedness of Borrower or its Subsidiaries outstanding on the Amendment Effective Date and (iii) has no scheduled amortization payments prior to August 23, 2015.

“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.

“Platform” has the meaning specified in Section 7.1.

“Prior Loan Agreement” means the Fifth Amended and Restated Loan Agreement dated as of October 3, 2006 among Borrower, Detroit, the lenders referred to therein, and Bank of America, N.A., as Administrative Agent, as amended through the date of the Existing Loan Agreement.

“Pro Rata Share” means, with respect to each Lender, the percentage of the relevant Commitment and the Loans (and in the case of the Revolving Commitment, the Letters of Credit and the Swing Line Advances) held by that Lender (or by a SPC for which that Lender is the Granting Lender).  As of the Effective Date, the Pro Rata Shares of the Commitments held by each Lender are set forth on Schedule 2.1 hereto.  The percentage Pro Rata Shares of each Lender in the Commitments 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 distributed to the Lenders by posting to the Platform on February 2, 2012.

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

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“Public Lender” has the meaning specified in Section 7.1.

“Quarterly Payment Date” means the last Business Day of each December, March, June and September following the date of this Agreement.

“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.

“Refinancing Indebtedness” has the meaning specified in Section 6.7(l).

“Regulations T, U and X” means Regulations 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 Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Related Swap Agreement” means any transaction consummated pursuant to a Swap Agreement between (a) Borrower and a Lender or (b) to the extent that such Person is an Affiliate of a Lender on the date of the consummation of the relevant transaction, between Borrower and any Person which is an Affiliate of a Lender.

“Request for Loan” means a written request for a Loan substantially in the form of Exhibit F, 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.

“Required Payment” has the meaning set forth for that term in the Amendment No. 1 and Restatement Agreement.  The amount of the Required Payment shall be calculated by the Administrative Agent in accordance with the terms of the Amendment No. 1 and Restatement Agreement, which calculation shall be presumed correct in the absence of manifest error.

“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 Extending Lenders” means as of any date of determination Extending Lenders having Extension Obligations which represent, in the aggregate, a majority of the amount of Extension Obligations as in effect on such date; provided that the Extension Obligations held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of Requisite Extending Lenders.

“Requisite Lenders” means (a) as of any date of determination if the Commitments are then in effect, Lenders having Pro Rata Shares of the Commitments which are, in the aggregate, a majority of the Pro Rata Shares of the Commitments then in effect, and (b) as of any date of determination if the Commitments have then been terminated and there are then any Obligations

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outstanding, Lenders or other creditors holding a majority of the Outstanding Obligations; provided that the Pro Rata Shares of the Commitments of, and the portion of the Outstanding Obligations held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Requisite Lenders.

“Repricing Transaction” means, except in a transaction or series of related transactions which result in a Change in Control, (A) the repayment or refinancing of all or a portion of the Extended Loans with the proceeds of any Bank Financing (as defined below) having an effective interest cost or weighted average yield (with the comparative determinations to be made by Borrower in good faith consistent with generally accepted financial practices, after giving effect to, among other factors, margin, interest rate floors, upfront or similar fees or original issue discount shared with all providers of such financing, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all providers of such financing, and without taking into account any fluctuations in the LIBOR Rate) that is less than the effective interest cost or weighted average yield (as determined by Borrower with the approval of the Administrative Agent on the same basis) of the Extended Loans, or (B) any amendment or modification of this Agreement relating to the interest rate for, or weighted average yield of, the Extended Loans directed at, or the result of which would be, the lowering of the effective interest cost or weighted average yield applicable to the Extended Loans (as determined by Borrower with the approval of the Administrative Agent on the same basis).  For the purpose of this definition, a “Bank Financing” is a financing conducted in the commercial loan marketplace which involves commercial banks, but excludes any financing consisting of the issuance of instruments which issued under an indenture complying with the Trust Indenture Act or are securities under United States securities laws, or which are exchangeable for such securities, including without limitation high-yield notes, convertible debt, and other similar instruments.

“Responsible Official” means when used with reference to any Person, 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.  The Lenders 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 Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment, provided that (i) the exercise by Borrower of rights under derivative securities linked to Equity Interests underlying Convertible Debt or similar products purchased by Borrower in connection with the issuance of such Convertible

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Debt and (ii) any termination fees or similar payments in connection with the termination of warrants or other Equity Interests issued in connection with such Convertible Debt shall not be considered to be a “Restricted Payment”.

“Restricted Subsidiary” means each Subsidiary of Borrower other than:

(a)           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 owning as their sole asset the stock or other securities and obligations thereof;

(b)           MGM Grand Detroit II and the Insurance Subsidiaries;

(c)           Non-Control Subsidiaries; and

(d)           any Subsidiary of Borrower formed or acquired after the date of this Agreement that is designated as an Unrestricted Subsidiary in writing by Borrower to the Administrative Agent, but only so long as such Subsidiary of Borrower does not, and is not required to, guarantee or otherwise be liable for any of the Senior Indebtedness.

“Revaluation Date” means, with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the Issuing Lender under any Letter of Credit denominated in an Alternative Currency, and (iv) such additional dates as the Administrative Agent or the Issuing Lender shall determine or the Requisite Lenders shall require.

“Revolving Commitment” means the Class A Funding Requirement of each Class A Lender and the Class B Loans and Class C Loans into which revolving loans under the Prior Loan Agreement were retranched.

“S&P” means Standard & Poor’s Ratings Services, a division of McGraw Hill Companies, Inc., and any successor thereto.

“Secured Refinancing Indebtedness” has the meaning specified in Section 6.7(h).

“Senior Indebtedness” means each issue, item or class of Indebtedness of Borrower or any of its Restricted Subsidiaries which is in the principal amount of $50,000,000 or more and which is not a Subordinated Obligation.

“Senior Officer” means the (a) chief executive officer or manager, (b) president, (c) executive vice president, (d) senior vice president, (e) chief financial officer, (f) treasurer, (g) assistant treasurer, (h) secretary or (i) assistant secretary of Borrower or any of its Restricted Subsidiaries.

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“Solvent” means, as to any Person, that (a) the sum of the assets of such Person, both at a fair valuation and at a present fair saleable value, exceeds its liabilities, including its probable liability in respect of contingent liabilities, (b) such Person will have sufficient capital with which to conduct its business as presently conducted and as proposed to be conducted and (c) such Person has not incurred debts, and does not intend to incur debts, beyond its ability to pay such debts as they mature.

“SPC” means, as to each Lender, one or more special purpose funding vehicles maintained or established by that Lender.

“Special Eurodollar Circumstance” means the application or adoption after the Effective 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 Lender or its LIBOR 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 Market generally that are beyond the reasonable control of the Lenders.

“Spot Rate” for a currency means the rate determined by the Administrative Agent to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m.  on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the Issuing Lender may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.

“Standby Letter of Credit” means each Letter of Credit that is not a Commercial Letter of Credit.

“Standby Letter of Credit Fee” means the applicable per annum percentage set forth in the definition of “Applicable Rates”.

“Sterling” and “£” mean the lawful currency of the United Kingdom.

“Subordinated Obligations” means, collectively, the Existing Subordinated Obligations and any future class of Indebtedness of Borrower or any of its Subsidiaries which is subject to subordination in right of payment to the Obligations pursuant to subordination provisions which are (a) reasonably consistent with those contained in the Existing Subordinated Obligations, or (b) otherwise reasonably consistent with then prevailing market standards for public issuances of subordinated indebtedness.

“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

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(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.

For the avoidance of doubt, and only by way of example, as of the Effective Date, CityCenter Holdings, LLC is only 50% owned by Borrower and therefore is not a Subsidiary of Borrower.

“Supported Subsidiary” means, collectively, (a) each Restricted Subsidiary and (b) each Unrestricted Subsidiary in support of which Borrower and its Restricted Subsidiaries have provided any guarantee, keep-well, make-well or similar creditor assurance in respect of (i) Indebtedness which is in an aggregate principal amount which is in excess of $25,000,000, or (ii) any other obligations which may result in a demand upon Borrower and its Restricted Subsidiaries which is in excess of $25,000,000.

“Swap Agreement” means a written agreement between Borrower and one or more financial institutions providing for (a) “swap,” “cap,” “collar” or other interest rate protection with respect to any Indebtedness, or (b) any currency hedging arrangements.

“Swing Line” means any revolving lines of credit established by the Swing Line Lenders in favor of Borrower and the Co-Borrowers pursuant to Section 2.7.

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.7.

“Swing Line Documents” means the promissory note and any other documents executed by Borrower and each Co-Borrower in favor of the relevant Swing Line Lender in connection with the Swing Line.

“Swing Line Lenders” means not more than three willing Lenders as may be designated by Borrower from time to time (and reasonably acceptable to the Administrative Agent) in a writing addressed to and accepted by the Administrative Agent.

“Swing Line Loans” and “Swing Line Advances” mean loans made by a Swing Line Lender to Borrower or the Co-Borrowers pursuant to Section 2.7.

“Swing Line Outstandings” means, as of any date of determination, the aggregate principal Indebtedness of Borrower and the Co-Borrowers on all Swing Line Loans then outstanding.

“Takeout Date” means the date upon which the Non-Extended Loans are repaid in full and all related Class A-1 Funding Requirements are terminated.

“Taxes” has the meaning set forth for that term in Section 3.11(d).

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“Term Commitment” means the commitment of the Term Lenders (as defined in the Prior Loan Agreement) to make the Term Loans described in the Prior Loan Agreement.  Pursuant to the Existing Loan Agreement, the Term Loans were retranched into the Old Class D Loans and the Old Class E Loans.  The surviving Old Class E Loans have been retranched into the Class D Loans and Class E Loans under this Agreement.

“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 LIBOR Loan or Advance.

“Unreimbursed Amount” has the meaning set forth in Section 2.6(c)(i).

“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, (ii) an Affiliate of any Person or group of related Persons which as of the date of this Agreement is the beneficial owner of 20% or more (in the aggregate) of the outstanding common stock of Borrower or (iii) any other Person, where the holders of that Person’s Equity Interests are substantially the same as the holders of Borrower’s Equity Interests immediately prior to the transaction which would otherwise be a Change in Control.

“Unrestricted Subsidiary” means each Subsidiary of Borrower which is not a Restricted Subsidiary.

“Unused Fee” has the meaning set forth in Section 3.3.

“Unused Fee Rate” means the applicable per annum percentage set forth in the definition of “Applicable Rates”.

“Yen” and “¥” mean the lawful currency of Japan.

SECTION 1.2  Use of Defined Terms.  Any defined term used in the plural shall refer to all members of the relevant class, and any defined term used in the singular shall refer to any one or more of the members of the relevant class.

SECTION 1.3  Accounting Terms - Fiscal Periods.  All accounting terms not specifically defined in this Agreement shall be construed in conformity with, and all financial data required to be submitted by this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, except as otherwise specifically prescribed herein.  In the event that GAAP or Borrower’s Fiscal Year or Fiscal Quarters change during the term of this Agreement such that the covenants contained in Sections 6.5 and 6.6 or the limitations on Capital Lease Obligations

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as set forth in Section 6.4(e) and Section 6.7(f) would then be calculated for different periods, in a different manner or with different components, (a) Borrower, the Co-Borrowers and the Lenders agree to amend this Agreement in such respects as are necessary to conform those covenants for purposes of determining compliance with such covenants or limitation to substantially the same criteria as were effective prior to such change in Fiscal Year, Fiscal Quarters or in GAAP and (b) Borrower and the Co-Borrowers shall be deemed to be in compliance with the covenants contained in the aforesaid Sections if and to the extent that Borrower and the Co-Borrowers would have been in compliance therewith for the pre-existing fiscal periods and under GAAP as in effect immediately prior to such change, but shall have the obligation to deliver each of the materials described in Article 7 to the Creditors, on the dates therein specified, with financial data presented for its pre-existing fiscal periods and in a manner which conforms with GAAP as in effect immediately prior to such change.  Without limitation of the foregoing, if any joint venture, partnership or limited liability company in which Borrower holds a 50% or smaller interest shall be consolidated with Borrower under GAAP, it shall not be treated as a Subsidiary hereunder unless such venture, partnership or company otherwise meets the definition of “Subsidiary” hereunder.

SECTION 1.4  Rounding.  Any financial ratios required to be maintained by Borrower and the Co-Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed in this Agreement and rounding the result up or down to the nearest number (with a round-up if there is no nearest number) to the number of places by which such ratio is expressed in this Agreement.

SECTION 1.5  Exhibits and Schedules.  All Exhibits and Schedules to this Agreement, either as originally existing or as the same may from time to time be supplemented, modified or amended, are incorporated herein by this reference.  A matter disclosed on any Schedule shall be deemed disclosed on all Schedules.

SECTION 1.6  Miscellaneous Terms.  With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)           The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b)           The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(c)           Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(d)           The term “including” is by way of example and not limitation.

(e)           The term “or” is not exclusive.

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(f)            The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(g)           In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

SECTION 1.7  Letter of Credit Amounts.  Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

SECTION 1.8  Exchange Rates; Currency Equivalents.

(a)           The Administrative Agent or the Issuing Lender, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Letters of Credit and L/C Obligations denominated in Alternative Currencies.  Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur.  Except for purposes of financial statements delivered by Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the Issuing Lender, as applicable.

(b)           Wherever in this Agreement in connection with the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or maximum amount, is expressed in Dollars, but such Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the Issuing Lender, as the case may be.

SECTION 1.9  Additional Alternative Currencies.

(a)           Borrower or any Co-Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars.  In the case of any such request, such request shall be subject to the approval of the Administrative Agent and the Issuing Lender.

(b)           Any such request shall be made to the Administrative Agent and the Issuing Lender not later than 11:00 a.m.  Las Vegas time 20 Business Days prior to the date of the

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desired issuance of the Letter of Credit (or such other time or date as may be agreed by the Administrative Agent and the Issuing Lender in their sole discretion).  The Issuing Lender shall notify the Administrative Agent, not later than 11:00 a.m.  Las Vegas time 10 Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit, as the case may be, in such requested currency.

(c)           Any failure by the Issuing Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Issuing Lender to permit Letters of Credit to be issued in such requested currency.  If the Administrative Agent and the Issuing Lender consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify Borrower or relevant Co-Borrower and such currency shall thereupon be deemed to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances by such Issuing Lender.  If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.9, the Administrative Agent shall promptly so notify Borrower or relevant Co-Borrower.

SECTION 1.10  Change of Currency.

(a)           Each obligation of Borrower or any Co-Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation).  If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency.

(b)           Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c)           Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

ARTICLE 2
LOANS AND LETTERS OF CREDIT

SECTION 2.1  Loan Retranching-General.  Concurrently with the effectiveness of this Agreement on the Effective Date, the Obligations under the Existing Loan Agreement are retranched in the manner set forth in Section 6 of the Amendment No. 1 and Restatement Agreement.  As of the Effective Date, Schedule 2.1 hereto sets forth:

(a)           the outstanding principal amount of the outstanding Class A-1 and Class A-2 Loans of each Lender as of the Effective Date, the amount of the Class A

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Funding Requirement of each Lender, and whether the Class A Revolving Obligations of that Lender outstanding on the Effective Date will be treated as Class A-1 Obligations or Class A-2 Obligations;

(b)           the outstanding principal amount of the Class B Loans, Class C Loans, Class D Loans and Class E Loans held by each Lender;

(c)           the amount of the Required Payment due to the Class C Lenders and Class E Lenders with respect to the Class C Loans and Class E Loans on the Effective Date; and

(d)           the amount of the Class A-2 Loans, Class A Funding Requirements, Class C and Class E Loans assumed by the Increasing Lenders.

SECTION 2.2  The Class A Funding Requirements.

(a)           Prior to the Takeout Date.

(i)            Subject to the terms and conditions set forth herein, each Class A Lender shall have a several obligation to make Advances to Borrower or to any Co-Borrower pursuant to its Class A Funding Requirement, as set forth on Schedule 2.1, in Dollars from time to time, on any Business Day prior to the Existing Maturity Date, in an amount such that the aggregate outstanding amount of Class A Loans of any such Class A Lender shall not exceed at any time the amount of such Lender’s Class A Funding Requirement; provided, that:

(A)          each Class A Loan shall consist of Advances by the Class A Lenders, ratably in accordance with their respective Class A Percentages;

(B)           after giving effect to each Class A Loan, the Class A Revolving Obligations (and after giving effect to any concurrent payment thereof with the proceeds of such Advances) shall not exceed the Aggregate Class A Funding Requirements;

(C)           in the case of Advances made to a Co-Borrower, such Advances are directly used to finance the development, construction or operation of hotel/casino properties owned by that Co-Borrower; and

(D)          subject to the limitations set forth herein, the Advances by each Class A Lender under its Class A Funding Requirement may be prepaid without premium or penalty.

(b)           On and after the Takeout Date.  Each of the Class A-2 Lenders hereby severally and irrevocably agrees, for itself and for each assignee of its Class A-2 Loans, and of its related funding commitments hereunder, that on the Takeout Date:

(A)          the Class A Funding Requirements of the Class A-1 Lenders shall be terminated, without the requirement of termination of the Class A Funding Requirements of the Class A-2 Lenders;

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(B)           the Class A-2 Lenders shall continue the term of their respective Class A Funding Requirements to the Extended Maturity Date;

(C)           each Class A-2 Lender shall continue to have a several obligation to make Advances to Borrower or to any Co-Borrower pursuant to its Class A Funding Requirement, in Dollars from time to time, on any Business Day prior to the Extended Maturity Date, in an amount such that the aggregate outstanding amount of Class A-2 Loans of any such Class A-2 Lender shall not exceed at any time the amount of such Lender’s Class A Funding Requirement; provided, that:

(w)          each Class A Loan made on or after the Takeout Date shall consist of Advances by the Class A-2 Lenders, ratably in accordance with their respective Class A Percentages, as adjusted by the termination of the Class A Funding Requirements of the Class A-1 Lenders;

(x)            after giving effect to each Class A Loan, the Class A Revolving Obligations (and after giving effect to any concurrent payment thereof with the proceeds of such Advances) shall not exceed the Aggregate Class A Funding Requirements;

(y)           in the case of Advances made to a Co-Borrower, such Advances are directly used to finance the development, construction or operation of hotel/casino properties owned by that Co-Borrower; and

(z)            subject to the limitations set forth herein, the Advances by each Class A Lender under its Class A Funding Requirement may be prepaid without premium or penalty.

(c)           Each of Borrower and Detroit acknowledges that, pursuant to the Amendment No. 1 and Restatement Agreement, it has irrevocably surrendered its right to re-borrow any portion of the Class B Loans or Class C Loans that is repaid or prepaid.

(d)           Subject to the provisions of this clause (d) and the limitations set forth in Article 3, the Loans may be prepaid without premium or penalty.  If Borrower or the Co-Borrowers consummate a Repricing Transaction at any time prior to the first anniversary of the Effective Date, Borrower will concurrently pay to the Administrative Agent, for the ratable account of the affected Lenders, a fee equal to 1.00% of the aggregate principal amount of the Extended Loans which are prepaid or refinanced pursuant to that Repricing Transaction.

(e)           Unless Borrower or its Restricted Subsidiaries Dispose of the Detroit Collateral pursuant to Sections 3.1(h) and 6.9(g), any unutilized portion of the Aggregate Class A Funding Requirements resulting from Loans repaid by Detroit may be utilized only by Detroit (and not Borrower) for Borrowings or Letters of Credit, unless the Requisite Lenders otherwise agree.

SECTION 2.3  Generally Applicable Lending Procedures.

(a)           Subject to the next sentence, all Loans (other than Swing Line Loans) shall be made pursuant to a Request for Loan that shall specify the requested (i) date of such Loans,

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(ii) Type of Loans, (iii) aggregate amount of such Loans, (iv) Class of Loans and (v) in the case of a LIBOR Loan, the Interest Period for such Loans.  Unless the Administrative Agent, in its sole and absolute discretion, has notified Borrower or the relevant Co-Borrower to the contrary, all Loans 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 or the relevant Co-Borrower, and Borrower and the Co-Borrowers hereby agree to indemnify each Creditor from any loss, cost, expense or liability as a result of so acting.

(b)           Promptly following receipt of each Request for Loan, the Administrative Agent shall notify each relevant Lender by telephone, electronic mail or telecopier (and if by telephone, promptly confirmed by electronic mail or telecopier) of the date and type of the Loans, any applicable Interest Period, and, in the case of Class A Loans, that Class A Lender’s Pro Rata Share of the Class A Loans.

(c)           Not later than 11:00 a.m., Las Vegas time, on the date specified for any Class A Loan, which date must be a Business Day, each Lender having a Class A Funding Requirement shall make an Advance ratably in accordance with its respective Class A Percentage available to the Administrative Agent at the Administrative Agent’s Office in immediately available funds.  Upon satisfaction or waiver of the applicable conditions set forth in Article 8, all such 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 Lenders otherwise consent, each Class A Loan shall be in an integral multiple of $1,000,000 which is not less than $5,000,000 (or any residual portion of the Class A Funding Requirements).

(e)           Upon the request of any Lender made through the Administrative Agent, Borrower and Co-Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note or Notes evidencing the amount of that Lender’s commitment to make Class A-1 Loans or Class A-2 Loans, and/or the outstanding principal amount of its Class B, Class C, Class D or Class E Loans.

(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 2.3(a), 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 Interest Period for any LIBOR Loan, then on the last day of such Interest Period, such LIBOR Loan shall be automatically converted into a Base Rate Loan in the same amount.

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

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(i)            the Lenders shall make available to the Administrative Agent (or the Administrative Agent shall make available to the Lenders) 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; 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.

SECTION 2.4  Base Rate Loans.  Each request by Borrower or any Co-Borrower for a Base Rate Loan shall be made pursuant to a Request for Loan (or telephonic request for Loan referred to in the second sentence of Section 2.3(a), if applicable) received by the Administrative Agent, at the Administrative Agent’s Office, not later than 10:00 a.m., Las Vegas time, on the date (which must be a Business Day) of the requested Base Rate Loan.  All Loans shall constitute Base Rate Loans unless properly designated as LIBOR Loans pursuant to Section 2.3.

SECTION 2.5  LIBOR Loans.

(a)           Each request by Borrower or any Co-Borrower for a LIBOR Loan (including any conversion or continuation thereof) shall be made pursuant to a Request for Loan (or telephonic request for Loan referred to in the second sentence of Section 2.3(a), if applicable) received by the Administrative Agent, at the Administrative Agent’s Office, not later than 10:00 a.m., Las Vegas time, at least three Business Days before the first day of the applicable Interest Period.

(b)           On the date which is two Business Days before the first day of the applicable Interest Period, the Administrative Agent shall confirm its determination of the applicable LIBOR (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 Lenders by telephone or telecopier (and if by telephone, promptly confirmed by telecopier).

(c)           Unless the Administrative Agent and the Requisite Lenders otherwise consent, no more than twenty-five LIBOR Loans shall be outstanding at any one time.

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

(e)           Nothing contained herein shall require any Lender to fund any LIBOR Advance in the Designated Market.

SECTION 2.6  Letters of Credit.

(a)           Letter of Credit Subfacility.  (i)  Each of the Existing Letters of Credit shall be deemed issued and outstanding hereunder and deemed to have been issued pursuant to the Class A Funding Requirements.  None of the Class B Lenders nor the Class C Lenders shall, in

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their capacities as such, have any continuing liability in respect of the Existing Letters of Credit, nor any obligation to participate in Letters of Credit which are hereafter issued.  Each Class A Lender shall, in its capacities as such, continue to be obligated in respect of each Existing Letter of Credit, and shall be deemed to have purchased a ratable participation, in accordance with its Class A Funding Requirement, in each Existing Letter of Credit.

(ii)           Subject to the terms and conditions of this Agreement (including Section 8.2), Borrower or any Co-Borrower may request from time to time during the period from the Effective Date through the day prior to the Letter of Credit Expiration Date that the Issuing Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.6, issue Letters of Credit in Dollars or in one or more Alternative Currencies for the account of Borrower or the relevant Co-Borrower, and each Issuing Lender agrees to issue for the account of Borrower or the relevant Co-Borrower one or more Letters of Credit in Dollars or in one or more Alternative Currencies and to amend Letters of Credit previously issued by it in accordance with clause (b) below; provided that:

(A)          Borrower or the relevant Co-Borrower shall not request that any Issuing Lender issue any Letter of Credit if, after giving effect to such issuance, the aggregate outstanding principal amount of the Class A Revolving Obligations exceeds the Aggregate Class A Funding Requirements;

(B)           in no event shall any Issuing Lender issue any Letter of Credit having an expiration date after the Existing Maturity Date unless and until the Takeout Date has occurred;

(C)           Borrower or the relevant Co-Borrower shall not request any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed the lesser of (A) any limit established by Law after the Effective Date on the Issuing Lender’s ability to issue the requested Letter of Credit or (B) $250,000,000; and

(D)          prior to the issuance of any Letter of Credit the Issuing Lender shall request confirmation by telephone from the Administrative Agent that such Letter of Credit may be issued and shall have received electronic confirmation from the Administrative Agent to that effect.  Letters of Credit may be denominated in Dollars or in an Alternative Currency as requested by Borrower (the currency shall be deemed to be Dollars unless specifically requested by Borrower); provided that in respect of any Letter of Credit issued in an Alternative Currency, (A) the Administrative Agent shall be entitled to mark to market the exposure associated with such Letters of Credit at such time intervals, and using such methods, as the Administrative Agent may determine in its discretion, and (B) all fees payable in respect of such Letters of Credit shall continue to be payable in Dollars.

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Notwithstanding the foregoing, the Issuing Lender shall not be obligated to issue any Letter of Credit if:

(E)           on or prior to the Business Day immediately preceding the issuance thereof any Class A Lender has notified the Administrative Agent or the Issuing Lender in writing that the conditions set forth in Section 8.2 have not been satisfied with respect to the issuance of such Letter of Credit;

(F)           any order, judgment or decree of any Governmental Agency or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing such Letter of Credit, or any Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Agency with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Lender are not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Lender in good faith deems material to it;

(G)           the issuance of such Letter of Credit would violate one or more policies of the Issuing Lender;

(H)          the Issuing Lender does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;

(I)            the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all of the Lenders have approved such expiry date; or

(J)            a default of any Lender’s obligations to fund under Section 2.6(c) or any other provision of this Agreement exists or any Lender is at such time an Impacted Lender, unless the applicable Issuing Lender has entered into arrangements satisfactory to such Issuing Lender with Borrower or such Lender to eliminate such Issuing Lender’s risk with respect to such Lender.

(b)           Procedures for Issuance and Amendment of Letters of Credit.

(i)            Each Letter of Credit shall be issued or amended, as the case may be, upon the request of Borrower or any Co-Borrower delivered to the Issuing Lender (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Official of Borrower or the relevant Co-Borrower.  Each Letter of Credit Application submitted by Borrower (or any Co-Borrower) shall be deemed to be a representation and warranty that the conditions specified in Section 8.2 have been satisfied on and as of the date of the issuance of the Letter of Credit requested thereby.  Such Letter of Credit Application must be received by the Issuing Lender and the Administrative Agent not later than 1:00 p.m., Las Vegas time, at least three Business Days (or such later date and time as the Issuing Lender may

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agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.  In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender:  (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the Issuing Lender may require.  In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Issuing Lender (W) the Letter of Credit to be amended; (X) the proposed date of amendment thereof (which shall be a Business Day); (Y) the nature of the proposed amendment; and (Z) such other matters as the Issuing Lender may require.  Additionally, Borrower (or the applicable Co-Borrower) shall furnish to the Issuing Lender and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the Issuing Lender or the Administrative Agent may reasonably require.

(ii)           Promptly after receipt of any Letter of Credit Application, the Issuing Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from Borrower or the relevant Co-Borrower and, if not, the Issuing Lender will provide the Administrative Agent with a copy thereof.  Upon receipt by the Issuing Lender of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the Issuing Lender shall, on the requested date, issue a Letter of Credit for the account of Borrower or the relevant Co-Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Issuing Lender’s usual and customary business practices.  Immediately upon the issuance of each Letter of Credit, each Class A Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a risk participation in such Letter of Credit in an amount equal to (a) the amount of such Letter of Credit times (b) that Lender’s Class A Percentage.

(iii)          Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising Lender with respect thereto or to the beneficiary thereof, the Issuing Lender will also deliver to Borrower or the relevant Co-Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)           Drawings and Reimbursements; Funding of Participations.

(i)            Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuing Lender shall notify Borrower or the relevant Co-Borrower and the Administrative Agent thereof.  In the case of a Letter of Credit denominated in an Alternative Currency, Borrower or the relevant Co-Borrower shall reimburse the Issuing Lender in such Alternative Currency, unless (A) the Issuing

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Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, Borrower or the relevant Co-Borrower shall have notified the Issuing Lender promptly following receipt of the notice of drawing that Borrower or the relevant Co ¬Borrower will reimburse the Issuing Lender in Dollars.  In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Issuing Lender shall notify Borrower or the relevant Co-Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof.  Not later than 11:00 a.m., Las Vegas time, on the date of any payment by the Issuing Lender under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the Issuing Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), Borrower or the relevant Co-Borrower shall reimburse the Issuing Lender through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency.  If Borrower or the relevant Co-Borrower fails to so reimburse that Issuing Lender by such time, the Administrative Agent shall promptly notify each Class A Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Lender’s Class A Percentage in respect thereof.  In such event, Borrower shall be deemed to have requested a Base Rate Loan under the Class A Funding Requirements to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.1(i) for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Class A Funding Requirements and the conditions set forth in Section 8.1 (other than the delivery of a Request for Loan).  Any notice given by an Issuing Lender or the Administrative Agent pursuant to this Section 2.6(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)           Each Class A Lender (including any Class A Lender acting as Issuing Lender) shall upon any notice pursuant to Section 2.6(c)(i) make funds available, in Dollars, to the Administrative Agent for the account of that Issuing Lender at the Administrative Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m., Las Vegas time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.6(c)(iii), each Class A Lender that so makes funds available shall be deemed to have made a Advance to Borrower or the relevant Co-Borrower in such amount.  The Administrative Agent shall remit the funds so received to that Issuing Lender in Dollars.

(iii)          With respect to any Unreimbursed Amount that is not fully refinanced by a Base Rate Loan because the conditions set forth in Section 8.1 cannot be satisfied or for any other reason, Borrower or the relevant Co-Borrower shall be deemed to have incurred from the Issuing Lender an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.  In such event, each

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Class A Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant to Section 2.6(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Class A Lender in satisfaction of its participation obligation under this Section 2.6.

(iv)          Until each Class A Lender funds its Advance or L/C Advance pursuant to this Section 2.6(c) to reimburse the Issuing Lender for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the Issuing Lender.

(v)           Each Class A Lender’s obligation to make Advances or L/C Advances to reimburse the Issuing Lender for amounts drawn under Letters of Credit, as contemplated by this Section 2.6(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing Lender, Borrower, any Co-Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Class A Lender’s obligation to make Advances pursuant to this Section 2.6(c) is subject to the conditions set forth in Section 8.1 (other than delivery by Borrower or any Co-Borrower of a Request for Loan).  No such making of an L/C Advance shall relieve or otherwise impair the obligation of Borrower or the relevant Co-Borrower to reimburse the Issuing Lender for the amount of any payment made by that Issuing Lender under any Letter of Credit, together with interest as provided herein.

(vi)          If any Class A Lender fails to make available to the Administrative Agent for the account of an Issuing Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.6(c) by the time specified in Section 2.6(c)(ii), that Issuing Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to that Issuing Lender at a rate per annum equal to the Federal Funds Rate from time to time in effect.  A certificate of the Issuing Lender submitted to any Class A Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d)           Repayment of Participations.

(i)            At any time after any Issuing Lender has made a payment under any Letter of Credit and has received from any Class A Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.6(c), if the Administrative Agent receives for the account of that Issuing Lender any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from Borrower, or the relevant Co-Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Class A Percentage thereof (appropriately adjusted, in the case of interest payments, to

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reflect the period of time during which such Lender’s L/C Advance was outstanding) in Dollars and in the same funds as those received by the Administrative Agent.

(ii)           If any payment received by the Administrative Agent for the account of the Issuing Lender pursuant to Section 2.6(c)(i) is required to be returned under any of the circumstances described in Section 11.27 (including pursuant to any settlement entered into by that Issuing Lender in its discretion), each Class A Lender shall pay to the Administrative Agent for the account of the Issuing Lender its Class A Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Class A Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.  The obligations of the Class A Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)           Obligations Absolute.  The obligation of Borrower and the Co-Borrowers to reimburse the Issuing Lender for each drawing under Letters of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)            any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii)           the existence of any claim, counterclaim, set-off, defense or other right that Borrower or the relevant Co-Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Issuing Lender or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)          any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)          any payment by the Issuing Lender under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the Issuing Lender under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

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(v)           any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to Borrower or the relevant Co Borrower or in the relevant currency markets generally; or

(vi)          any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower or the relevant Co Borrower.

Borrower or the relevant Co-Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with Borrower’s or the relevant Co-Borrower’s instructions or other irregularity, Borrower or the relevant Co-Borrower will immediately notify the Issuing Lender.  Borrower or the relevant Co-Borrower shall be conclusively deemed to have waived any such claim against the Issuing Lender and its correspondents unless such notice is given as aforesaid.

(f)            Role of the Issuing Lender.  Each Lender, Borrower and each of the Co-Borrowers agree that, in paying any drawing under a Letter of Credit, the Issuing Lender shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.  None of the Issuing Lender, any Agent-Related Person nor any of the respective correspondents, participants or assignees of the Issuing Lender shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Requisite Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application.  Borrower and the relevant Co-Borrower hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude Borrower’s or the relevant Co-Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of the Issuing Lender, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of the Issuing Lender, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.6(e); provided, however, that anything in such clauses to the contrary notwithstanding, Borrower or the relevant Co-Borrower may have a claim against the Issuing Lender, and that Issuing Lender may be liable to Borrower or the relevant Co-Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by Borrower or the relevant Co-Borrower which such Borrower or such Co-Borrower proves were caused by that Issuing Lender’s willful misconduct or gross negligence or that Issuing Lender’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the foregoing, the Issuing Lender may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or

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proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g)           Cash Collateral.  Upon the request of the Administrative Agent, (i) if the Issuing Lender has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation remains outstanding, or (iii) if, at any time, any Class A Lender is an Impacted Lender (but only to the extent of the unfunded portion of such Impacted Lender’s share of such L/C Obligation), Borrower or the relevant Co-Borrower shall immediately Cash Collateralize the then outstanding amount of the Letter of Credit Usage (in an amount equal to such outstanding amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be).  In addition, the Administrative Agent may, at any time and from time to time after the initial deposit of Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations.  For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Lender and the Class A Lenders, as collateral for the then outstanding amount of the Letter of Credit Usage, Cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Issuing Lender (which documents are hereby consented to by the Class A Lenders).  Derivatives of such term have corresponding meanings.  Borrower and Co-Borrowers hereby grant to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing.  Any Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America.

(h)           Applicability of ISP98 and UCP.  Unless otherwise expressly agreed by an Issuing Lender and Borrower or the relevant Co-Borrower when a Letter of Credit is issued, (i) the Rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each Standby Letter of Credit, and (ii) the Rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each Commercial Letter of Credit.

(i)            Conflict with Letter of Credit Application.  In the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

(j)            Fees for Modifications.  The issuance of any supplement, modification, amendment, renewal, or extension to or of any Letter of Credit shall be treated in all respects the same as the issuance of a new Letter of Credit, except that the issuance fees payable to Bank of America as an Issuing Lender shall be payable as set forth in the letter agreement referred to in Section 3.4.

SECTION 2.7  Swing Line.  (a) Subject to the terms and conditions set forth herein, from the Effective Date through the day prior to the Existing Maturity Date (and, after the occurrence of the Takeout Date, the day prior to the Extended Maturity Date) any Lenders hereafter designated as Swing Line Lenders pursuant to the terms of this Agreement may, in their sole discretion, elect to make Swing Line Loans to Borrower and each of the Co-Borrowers in such

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amounts as they may request which do not result in the Class A Revolving Obligations being in excess of the Aggregate Class A Funding Requirements, provided that:

(i)            after giving effect to each Swing Line Loan, the aggregate principal amount of the Swing Line Outstandings shall not exceed $150,000,000;

(ii)           no Swing Line Lender shall be obligated to permit the aggregate principal amount of the Swing Line Outstanding owed to that Swing Line Lender to exceed any limit set forth in the Swing Line Documents executed in favor of that Swing Line Lender;

(iii)          without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default;

(iv)          prior to the making of the initial Swing Line Loan by the relevant Swing Line Lender, Borrower or the relevant Co-Borrower shall have provided the relevant Swing Line Lender with a note or other Swing Line Documents in form and substance reasonably satisfactory to that Swing Line Lender; and

(v)           the relevant Swing Line Lender has not given at least twenty-four hours prior notice to Borrower that availability under the Swing Line is suspended or terminated.  Borrower and the Co-Borrowers may borrow, repay and reborrow under this Section.

Unless notified to the contrary by the Administrative Agent, borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 upon telephonic request by a Responsible Official of Borrower or the relevant Co-Borrower made to the Administrative Agent (and to the relevant Swing Line Lender, if the Swing Line Lender is not Bank of America) not later than 1:00 p.m., Las Vegas time, on the Business Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier), provided that if the requested Swing Line Loan is to be credited to an account which is not with the Swing Line Lender, the request must be submitted by 11:30 a.m., Las Vegas time.  Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the relevant Swing Line Lender that, after giving effect to such request, the Class A Revolving Obligations will not exceed the then effective Aggregate Class A Funding Requirements (and such verification shall be promptly confirmed in writing by telecopier or by email).  Unless notified to the contrary by the relevant Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000.  If Borrower or the relevant Co-Borrower instructs a Swing Line Lender to debit its demand deposit account at that Swing Line Lender in the amount of any payment with respect to a Swing Line Loan, or that Swing Line Lender otherwise receives repayment, after 3:00 p.m., Las Vegas time, on a Business Day, such payment shall be deemed received on the next Business Day.  Each Swing Line Lender shall promptly notify the Administrative Agent of the Swing Line Outstandings each time there is a change therein or if it suspends or terminates availability under its Swing Line

(b)           Swing Line Loans shall bear interest at a rate per annum agreed to from time to time by Borrower and the relevant Swing Line Lender.  Interest shall be payable on such dates, as may be specified by the relevant Swing Line Lender and in any event on the Existing Maturity

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Date (and if the Takeout Date occurs on the Extended Maturity Date).  Each Swing Line Lender shall be responsible for invoicing Borrower or the relevant Co Borrower for such interest on Swing Line Loans made by it.  Interest payable on each Swing Line Loan is solely for the account of the Swing Line Lender making that Swing Line Loan (subject to clause (d) below).

(c)           A Swing Line Loan shall be payable within five Business Days after demand made by the relevant Swing Line Lender and in any event on the date when all other Obligations are due.

(d)           Upon the making of a Swing Line Loan in accordance with Section 2.7(a), each Class A Lender shall be deemed to have purchased from the relevant Swing Line Lender a participation therein in an amount equal to that Lender’s Class A Percentage of the Aggregate Class A Funding Requirements times the amount of the Swing Line Loan.  Upon demand made by the relevant Swing Line Lender through the Administrative Agent, each Class A Lender shall, according to its Class A Percentage, promptly provide to such Swing Line Lender its purchase price therefor in an amount equal to its participation therein.  The obligation of each Class A Lender to so provide its purchase price to a Swing Line Lender shall be absolute and unconditional (subject only to the making of a demand upon that Class A Lender by such Swing Line Lender) and shall not be affected by the occurrence of a Default or Event of Default; provided that no Class A Lender shall be obligated to purchase (i) Swing Line Loans to the extent that the aggregate Swing Line Outstandings are in excess of $150,000,000 or to the extent that the Class A Revolving Obligations exceed the Aggregate Class A Funding Requirements and (ii) any Swing Line Loan made (absent the consent of all of the Class A Lenders at any time when the applicable conditions set forth in Section 8.1 have not been satisfied).  Each Class A Lender that has provided to a Swing Line Lender the purchase price due for its participation in Swing Line Loans shall thereupon acquire a pro rata participation, to the extent of payment, in the claim of such Swing Line Lender against Borrower and the Co-Borrowers for principal and interest and shall share, in accordance with that pro rata participation, in any principal payment made by Borrower or the Co-Borrowers with respect to such claim and in any interest payment made by Borrower or the Co-Borrowers (but only with respect to periods subsequent to the date such Class A Lender paid the Swing Line Lender its purchase price) with respect to such claim.

(e)           Upon any demand for payment of the Swing Line Outstandings by a Swing Line Lender (unless Borrower or the relevant Co-Borrower has made other arrangements acceptable to such Swing Line Lender to reduce the Swing Line Outstandings to $0), Borrower or the relevant Co-Borrower, as applicable, shall request a Class A Loan pursuant to Section 2.3 sufficient to repay all Swing Line Outstandings to that Swing Line Lender.  In each case, the Administrative Agent shall automatically provide the respective Advances made by each Class A Lender to the relevant Swing Line Lender (which such Swing Line Lender shall then apply to the Swing Line Outstandings).  In the event that Borrower and the Co-Borrowers fail to request a Loan within the time specified by Section 2.3 on any such date, the Administrative Agent may, but is not required to, without notice to or the consent of Borrower or the Co-Borrowers, cause Advances to be made by the Class A Lenders under their respective Class A Funding Requirements in amounts which are sufficient to reduce the Swing Line Outstandings as required above.  The conditions precedent set forth in Article 8 shall not apply to Advances to be made by the Class A Lenders pursuant to the three preceding sentences but the Class A Lenders shall not be obligated to make such Advances to the extent that the conditions set forth in

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Section 2.7(a)(i), (ii) and (iii) were not satisfied as to any Swing Line Loan which is part of such Swing Line Outstandings.  The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

SECTION 2.8  Co-Borrowers.  Detroit shall continue to have the right to request Loans, Swing Line Loans and Letters of Credit through the Administrative Agent directly from the Lenders, the Swing Line Lenders and the Issuing Lender, subject to the terms and conditions set forth herein.  Upon such prior notice as reasonably requested by Administrative Agent, Borrower may designate one or more Guarantors which are United States domestic Persons to be additional joint and several direct Co-Borrowers hereunder by written request to the Administrative Agent accompanied by (a) an executed Assumption Agreement and appropriate Notes (to the extent requested by any Lender) executed by the designated Guarantor, (b) a certificate of good standing of the designated Guarantor in the jurisdiction of its incorporation or organization, (c) a certified resolution authorizing the execution and delivery of the Assumption Agreement and such Notes, (d) a written consent to the Assumption Agreement executed by each other Guarantor, (e) appropriate written legal opinions with respect to the Co-Borrower and the Assumption Agreement and (f) such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under the Act and under similar regulations.  The Administrative Agent shall promptly notify the Lenders of such request, together with copies of such of the foregoing as any Lender may request and the designated Guarantor shall become a Co-Borrower hereunder.  Notwithstanding the other provisions of this Section 2.9, (i) each Loan and Letter of Credit made hereunder to Detroit or any other Co-Borrower shall be used solely and directly to finance and/or refinance the development, construction or operation of hotel/casino properties owned by that Co-Borrower, and (ii) the liability of Detroit is limited to the portion of the Obligations which are actually borrowed or received by Detroit and shall reduce from time to time in the manner set forth in the Detroit Orders.

SECTION 2.9  Reduction of the Aggregate Class A Funding Requirements.

(a)           Borrower and the Co-Borrowers shall have the right, at any time and from time to time, without penalty or charge, upon at least three Business Days’ prior written notice by a Responsible Official of Borrower and the Co-Borrowers to the Administrative Agent, voluntarily to reduce, permanently and irrevocably, in aggregate principal amounts in an integral multiple of $1,000,000 (but in the case of reductions, not less than $5,000,000), or to terminate, all or a portion of the then undisbursed portion of the Aggregate Class A Funding Requirements (ratably as to each Class A Lender); provided that the Aggregate Class A Funding Requirements may not be so reduced to an amount which is less than the then outstanding Class A Revolving Obligations.

(b)           Each reduction in the amount of the Aggregate Class A Funding Requirements shall result in a corresponding reduction in the amount of the Revolving Commitment.

(c)           The Administrative Agent shall promptly notify the Lenders of any reduction or termination of the Class A Funding Requirements under this Section.

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SECTION 2.10  Optional Termination of Commitments.  Following the occurrence of a Change in Control, the Requisite Lenders may in their sole and absolute discretion elect to terminate the Commitments during the sixty day period immediately subsequent to the later of (a) such occurrence or (b) the earlier of (i) receipt of written notice to the Administrative Agent of the Change in Control from Borrower and the Co-Borrowers, or (ii) if no such notice has been received by the Administrative Agent, the date upon which the Administrative Agent has actual knowledge thereof.  In the event that the Lenders elect to so terminate the Commitments, the Commitments shall be terminated (and the Loans shall be due and payable) effective on the date that is sixty days subsequent to written notice from the Administrative Agent to Borrower and the Co-Borrowers thereof.

SECTION 2.11  Administrative Agent’s Right to Assume Funds Available for Advances.  Unless the Administrative Agent shall have been notified by any Lender no later than 10:00 a.m., Las Vegas time, on the Business Day of the proposed funding by the Administrative Agent of any Loan that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the total amount of such Loan, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of the Loan and the Administrative Agent may, in reliance upon such assumption, make available to Borrower or the relevant Co-Borrower a corresponding amount.  If the Administrative Agent has made funds available to Borrower or a Co-Borrower based on such assumption and such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender.  If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent promptly shall notify Borrower or that Co-Borrower who shall pay such corresponding amount to the Administrative Agent.  The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower or the Co-Borrowers to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the daily Federal Funds Rate.  Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its share of the Class A Funding Requirements or to prejudice any rights which the Administrative Agent, Borrower or any Co-Borrower may have against any Lender as a result of any default by such Lender hereunder.

SECTION 2.12  Senior Indebtedness.  The Obligations shall be and hereby are designated as “Senior Indebtedness” and “Senior Obligations” of Borrower and its Restricted Subsidiaries with respect to all Subordinated Obligations, and Borrower shall promptly provide to the trustee or other representative of the holders of each class of Subordinated Obligations any certificate, designation or other writing which is required by the terms of the indenture or other instrument evidencing any Subordinated Obligations to so designate the Obligations.

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ARTICLE 3
PAYMENTS AND FEES

SECTION 3.1  Principal and Interest.

(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 principal and 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 LIBOR Loan shall be due and payable on the date which is one month after the date such LIBOR Loan was made (and, every month thereafter through the last day of the Interest Period) and on the last day of the related Interest Period.  Except as otherwise provided in Section 3.8, the unpaid principal amount of any LIBOR Loan shall bear interest at a rate per annum equal to LIBOR for that LIBOR Loan plus the applicable LIBOR Margin.

(d)           For the avoidance of doubt, the Class A-2 Lenders, Class C Lenders and Class E Lenders shall receive the different interest rate margins and Standby Letter of Credit Fees from the A-1 Lenders, the Class B Lenders and the Class D Lenders, as specified in the definition of “Applicable Rates.”

(e)           If not sooner paid, the principal Indebtedness under this Agreement shall be payable as follows:

(i)            the amount, if any, by which the Class A Revolving Obligations at any time exceed the Aggregate Class A Funding Requirements shall be payable immediately, and in full on the date on which the Commitments have been terminated pursuant to Section 2.10;

(ii)           the Class C Loans and Class E Loans will be ratably repaid in an amount which is equal to 0.25% of the principal amount thereof outstanding on the Effective Date (after giving effect to the Required Payment), commencing on June 30, 2013, and on each subsequent Quarterly Payment Date;

(iii)          the Obligations owed to the Class A-1 Lenders in relation to the Class A Funding Requirements, the Class B Loans and the Class D Loans shall be due and payable in their entirety on the Existing Maturity Date; and

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(iv)          the Obligations owed to the Class A-2 Lenders in relation to the Class A Funding Requirements, the Class C Loans and the Class E Loans shall be due and payable in full on the Extended Maturity Date).

(f)            The Loans and Advances made hereunder 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., Las Vegas time, on the Business Day prior to the date of prepayment (which must be a Business Day) in the case of a Base Rate Loan, and, in the case of a LIBOR Loan, three Business 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 LIBOR 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 LIBOR Loan on a day other than the last day of the applicable Interest 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 Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the date and amount thereof.

(g)           [Reserved].

(h)           If Borrower or any of its Restricted Subsidiaries Disposes of the Detroit Collateral (other than such Dispositions of personal or obsolete property in the ordinary course of business and consistent with historical practice) pursuant to Section 6.9(g), Borrower and Detroit shall, within five days of the receipt of the proceeds of such Disposition, prepay the Loans and permanently reduce the Class A Funding Requirements in an amount of not less than the Detroit Disposition Prepayment Amount (with such prepayments of the Loans and reduction of the Class A Funding Requirements to be applied first to the Detroit Loans and thereafter to the Loans of Borrower).  Any amounts so repaid may be reborrowed only with the prior written consent of Requisite Lenders.

(i)            Except as otherwise provided in clause (h) above, Borrower shall, within ten days of the receipt thereof, use 50% of the Net Cash Proceeds of any Disposition pursuant to Section 6.9(h) or (i) and any other Disposition not otherwise permitted under Section 6.9 to prepay the Loans and permanently reduce the Aggregate Class A Funding Requirements, provided that, Net Cash Proceeds shall exclude all sums paid to retire Indebtedness attributable to the asset which is the subject of the Disposition.  The application of the prepayments required by this clause (i) shall be made in the manner contemplated by Section 3.1(i) of the Prior Loan Agreement (i.e., on a pro rata basis to the Term Loans and to the Revolving Commitments under the Prior Loan Agreement), it being understood that (A) the portion of such prepayments allocable to the Term Loans shall be applied ratably to the then outstanding Class D Loans and Class E Loans, and (B) that the portion of such prepayments allocable to the Revolving Commitments shall be applied ratably to reduce the Class A Funding Requirements, the Class B Loans and the Class C Loans.

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(j)            Within ten days following the issuance of any Indebtedness pursuant to Section 6.7(i), unless otherwise waived by the Requisite Lenders, Borrower shall use 50% of the Net Cash Proceeds in excess of the first $250,000,000 in aggregate Net Cash Proceeds following the Effective Date to permanently prepay the Loans, applied ratably to the then outstanding Loans by Class (for this purpose, treating the Class A Funding Requirement as being fully outstanding as Class A Loans) and, to the extent applied to the Class A Loans, shall permanently reduce the Aggregate Class A Funding Requirement.

(k)           Upon the incurrence of any Indebtedness pursuant to Section 6.7(j) that results in Net Cash Proceeds that are not utilized concurrently (or in any event, that are not utilized within the ten day period set forth in this Section 3.1(k)) to repay, prepay or refinance Interim Maturities, Borrower shall, unless waived by the Requisite Lenders, within ten days of the receipt thereof, use 100% of such unutilized Net Cash Proceeds to prepay any outstanding Class A Loans (but without any reduction of the Class A Funding Requirements); provided that, any amounts so prepaid after the Effective Date may thereafter be reborrowed by Borrower only:

(i)            to repay or prepay outstanding Interim Maturities pursuant to a Request for Loan which further shall identify the Interim Maturities to be repaid or prepaid, or

(ii)           to prepay the Loans and permanently reduce the Commitments, applied on a pro rata basis to the Term Loans and to the Revolving Commitments, it being understood that (A) the portion of such prepayments allocable to the Term Loans shall be applied ratably to the then outstanding Class D Loans and Class E Loans, and (B) that the portion of such prepayments allocable to the Revolving Commitments shall be applied ratably to reduce the Class A Funding Requirements, the Class B Loans and the Class C Loans, or

(iii)          during any period beginning on the date that is two Business Days before the last Business Day of any Fiscal Quarter and ending on the last Business Day of such Fiscal Quarter, so long as any such reborrowed amount is prepaid by not later than the second Business Day of the following Fiscal Quarter and may not be reborrowed except as set forth in this Section 3.1(k).

SECTION 3.2  [Reserved]

SECTION 3.3  Unused Fees.  From the Effective Date, Borrower and the Co-Borrowers shall pay to the Administrative Agent, for the ratable accounts of the Class A Lenders according to their respective Class A Funding Requirements, an unused fee equal to the applicable Unused Fee Rate in effect from time to time times the difference between (i) the principal amount of the Aggregate Class A Funding Requirements, and (ii) the aggregate principal amount Class A Revolving Obligations (including the Letters of Credit), other than the Swing Line Outstandings (the “Unused Fee”).  The Unused Fees shall be payable quarterly in arrears on each Quarterly Payment Date, on the Existing Maturity Date, on the Takeout Date, on the Extended Maturity Date and upon the date of any partial reduction or termination of the Class A Funding Requirements pursuant to Sections 2.10, 2.11 or 11.24.

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SECTION 3.4  Letter of Credit Fees.  With respect to each Letter of Credit, Borrower and the Co-Borrowers shall pay the following fees:

(a)           concurrently with the issuance of each Standby Letter of Credit, any letter of credit issuance fee agreed to between Borrower, the relevant Co-Borrower and the Issuing Lender, which fee shall be for the sole account of that Issuing Lender (in the case of Bank of America, as an Issuing Lender, in the amount set forth in a letter agreement between Borrower and Bank of America);

(b)           to the Administrative Agent for the account of the Class A Lenders in accordance with their respective Class A Funding Requirements, in Dollars, a standby letter of credit fee in an amount equal to the applicable Standby Letter of Credit Fee per annum times the Dollar Equivalent of the daily amount available to be drawn under such Standby Letter of Credit (the amount available to be drawn on such Letter of Credit shall be determined in accordance with Section 1.7), which standby letter of credit fee shall be (i) due and payable on each Quarterly Payment Date, commencing with the first such date to occur after the issuance of such Standby Letter of Credit, on the Existing Maturity Date, on the Takeout Date and on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears provided that if there is any change in the Standby Letter of Credit Fee during any quarter, the daily amount available to be drawn under each Standby Letter of Credit shall be computed and multiplied by the Standby Letter of Credit Fee separately for each period during such quarter that such Standby Letter of Credit Fee was in effect; and

(c)           concurrently with each issuance, negotiation, drawing or amendment of each Commercial Letter of Credit, to the Issuing Lender for the sole account of that Issuing Lender, issuance, negotiation, drawing and amendment fees in the amounts set forth from time to time as that Issuing Lender’s published scheduled fees for such services.

SECTION 3.5  Agency Fees.  On March 16, 2012, and annually thereafter on each March 16, Borrower and the Co-Borrowers shall pay to the Administrative Agent an agency fee in such amounts as heretofore agreed upon by letter agreement between Borrower and Bank of America and Banc of America Securities LLC.  The agency fee is for the services to be performed by the Administrative Agent in acting as Administrative Agent and is fully earned on the date paid.  The agency fee paid to the Administrative Agent is solely for its own account and is nonrefundable.

SECTION 3.6  Increased Commitment Costs.  If any Lender shall determine in good faith that the introduction after the Effective Date of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in the interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender (or its LIBOR Lending Office) or any corporation controlling the Lender, with any request, guideline or directive regarding capital adequacy (whether or not having the force of Law) of any such central bank or other authority, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and (taking into

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consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within ten Business Days after demand of such Lender, Borrower and the Co-Borrowers shall pay to such Lender, from time to time as specified in good faith by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower and the Co-Borrowers shall not be obligated to pay any such amount which arose prior to the date which is ninety days preceding the date of such demand or is attributable to periods prior to the date which is ninety days preceding the date of such demand; provided, further, that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to have been enacted, adopted and issued after the Effective Date, regardless of the date actually enacted, adopted or issued.  Each Lender’s determination of such amounts shall be conclusive in the absence of manifest error.  Any request for compensation by a Lender 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 or diminished rate of return on capital have been incurred or sustained by the Lender.  If Borrower and the Co-Borrowers become obligated to pay a material amount under this Section to any Lender, that Lender will be subject to removal in accordance with Section 11.24; provided that Borrower and the Co-Borrowers shall have paid such amount to that Lender and that Borrower and the Co-Borrowers, within the thirty day period following the date of such payment, shall have notified that Lender in writing of their intent to so remove the Lender.

SECTION 3.7  LIBOR Costs and Related Matters.  (a)  In the event that any Governmental Agency imposes on any Lender any reserve or comparable requirement (including any emergency, supplemental or other reserve) with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “eurocurrency liabilities”) of that Lender, Borrower or the relevant Co-Borrower shall pay that Lender within five Business Days after demand all amounts necessary to compensate such Lender (determined as though such Lender’s LIBOR Lending Office had funded 100% of its LIBOR Advance in the Designated Market) in respect of the imposition of such reserve requirements.  The Lender’s determination of such amount shall be conclusive in the absence of manifest error.

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

(i)            shall subject any Lender or its LIBOR Lending Office to any tax, duty or other charge or cost with respect to any LIBOR Advance, any of its Notes evidencing LIBOR Advances or its obligation to make LIBOR Advances, or shall change the basis of taxation of payments to any Lender attributable to the principal of or interest on any LIBOR Advance or any other amounts due under this Agreement in respect of any LIBOR Advance, any of its Notes evidencing

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LIBOR Advances or its obligation to make LIBOR Advances, excluding (i) taxes imposed on or measured in whole or in part by its overall net income, gross income or gross receipts, (ii) franchise taxes imposed by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business,” and (iii) any withholding taxes 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 or the relevant Co- Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then available under applicable Laws;

(ii)           shall impose, modify or deem applicable any reserve not applicable or deemed applicable on the Effective Date (including any reserve imposed by the Board of Governors of the Federal Reserve System, special deposit, capital or similar requirements against assets of, deposits with or for the account of, or credit extended by, any Lender or its LIBOR Lending Office); or

(iii)          shall impose on any Lender or its LIBOR Lending Office or the Designated Market any other condition affecting any LIBOR Advance, any of its Notes evidencing LIBOR Advances, its obligation to make LIBOR Advances or this Agreement, or shall otherwise affect any of the same;

(iv)          and the result of any of the foregoing, as determined in good faith by such Lender, increases the cost to such Lender or its LIBOR Lending Office of making or maintaining any LIBOR Advance or in respect of any LIBOR Advance, any of its Notes evidencing LIBOR Advances or its obligation to make LIBOR Advances or reduces the amount of any sum received or receivable by such Lender or its LIBOR Lending Office with respect to any LIBOR Advance, any of its Notes evidencing LIBOR Advances or its obligation to make LIBOR Advances (assuming such Lender’s LIBOR Lending Office had funded 100% of its LIBOR Advance in the Designated Market), then, within five Business Days after demand by such Lender (with a copy to the Administrative Agent), Borrower and the Co-Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction (determined as though such Lender’s LIBOR Lending Office had funded 100% of its LIBOR Advance in the Designated Market).  A statement of any Lender claiming compensation under this clause (b) 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 Effective Date, the existence or occurrence of any Special Eurodollar Circumstance shall, in the good faith opinion of any Lender, make it unlawful or impossible for such Lender or its LIBOR Lending Office to make, maintain or fund its portion of any LIBOR Advance or materially restrict the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the Designated Market, or to determine or charge interest rates based upon LIBOR, and such Lender shall so notify the Administrative Agent, then such Lender’s obligation to make LIBOR Advances shall be suspended for the duration of such illegality or impossibility and the

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Administrative Agent forthwith shall give notice thereof to the other Lenders, Borrower and the Co-Borrowers.  Upon receipt of such notice, the outstanding principal amount of such Lender’s LIBOR Advances, together with accrued interest thereon, automatically shall be converted to Base Rate Advances on either (1) the last day of the Interest Period(s) applicable to such LIBOR Advances if such Lender may lawfully continue to maintain and fund such LIBOR Advances to such day(s) or (2) immediately if such Lender may not lawfully continue to fund and maintain such LIBOR 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 Lender agrees to endeavor promptly to notify Borrower and the Co-Borrowers of any event occurring after the Effective Date of which it has actual knowledge, which will cause that Lender to notify the Administrative Agent under this Section, and agrees to designate a different LIBOR Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.  In the event that any Lender is unable, for the reasons set forth above, to make, maintain or fund its portion of any LIBOR Loan or Advance, such Lender 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 Lender whose obligation to make LIBOR 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 LIBOR Loan:

(i)            the Administrative Agent reasonably determines that, by reason of circumstances affecting the Designated Market generally that are beyond the reasonable control of the Lenders, deposits in Dollars (in the applicable amounts) are not being offered to any Lender in the Designated Market for the applicable Interest Period; or

(ii)           the Requisite Lenders advise the Administrative Agent that LIBOR as determined by the Administrative Agent (i) does not represent the effective pricing to such Lenders for deposits in Dollars in the Designated Market in the relevant amount for the applicable Interest Period, or (ii) will not adequately and fairly reflect the cost to such Lenders of making the applicable LIBOR Advances;

then the Administrative Agent forthwith shall give notice thereof to Borrower or the relevant Co- Borrower and the Lenders, whereupon until the Administrative Agent notifies Borrower or the relevant Co-Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of the Lenders to make any future LIBOR 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 LIBOR Margin with respect to all LIBOR Loans made during such period.

(e)           Upon payment or prepayment of any LIBOR 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 Interest 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 Lender to make an Advance) to borrow on the date or in the amount specified for a

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LIBOR Advance in any Request for Loan, or upon the failure of Borrower or any Co-Borrower to prepay a LIBOR 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 Lender within 10 Business 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 Lender’s LIBOR Advance had been funded in the Designated Market), equal to the sum of:

(i)            the principal amount of the LIBOR Advance prepaid or not borrowed or prepaid, as the case may be, times (the number of days from and including the date of prepayment or failure to borrow or prepay, as applicable, to but excluding the last day in the applicable Interest Period divided by 360) times the applicable Interest Differential (provided that the product of the foregoing formula must be a positive number); plus

(ii)           all out-of-pocket expenses incurred by the Lender reasonably attributable to such payment, prepayment or failure to borrow.

Each Lender’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 Lender agrees to endeavor promptly to notify Borrower and the Co-Borrowers of any event of which it has actual knowledge, occurring after the Effective Date, which will entitle such Lender to compensation pursuant to clause (a) or clause (b) of this Section, and agrees to designate a different LIBOR 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 Lender, otherwise be materially disadvantageous to such Lender.  Any request for compensation by a Lender 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 Lender.

(g)           If any Lender claims compensation or is excused from making or continuing LIBOR Loans or Advances under this Section:

(i)            Borrower and the Co-Borrowers may at any time, upon at least four Business Days’ prior notice to the Administrative Agent and such Lender and upon payment in full of the amounts provided for in this Section through the date of such payment plus any prepayment fee (subject to clause (c) of this Section) required by clause (e) of this Section, pay in full the affected LIBOR Advances of such Lender or request that such LIBOR Advances be converted to Base Rate Advances; and

(ii)           In the case where Borrower and the Co-Borrowers become obligated to pay a material amount under this Section to any Lender, that Lender will be subject to removal in accordance with Section 11.24; provided that Borrower and the Co-Borrowers shall have paid such amount to that Lender and that Borrower and the Co-Borrowers, within the thirty day period following the date of such payment, shall have notified that Lender in writing of their intent to so remove the Lender.

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SECTION 3.8  Late Payments.  If any installment of principal or interest or any fee or cost or other amount payable under any Loan Document to the Administrative Agent or any Lender is not paid when due, it shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the rate otherwise payable with respect thereto plus 2% per annum (or, in the case of any Obligations which do not bear stated interest, at the rate then otherwise applicable to Base Rate Loans plus 2% per annum), to the fullest extent permitted by applicable Laws.  Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be compounded monthly, on the last day of each calendar month, to the fullest extent permitted by applicable Laws.

SECTION 3.9  Computation of Interest and Fees.  Computation of interest on Base Rate Loans shall be calculated on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed; computation of interest on LIBOR Loans and all fees under this Agreement shall be calculated on the basis of a year of 360 days and the actual number of days elapsed.  Borrower and the Co-Borrowers acknowledge that such latter calculation method will result in a higher yield to the Lenders than a method based on a year of 365 or 366 days.  Interest shall accrue on each Loan for the day on which the Loan is made; interest shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid.  Any Loan that is repaid on the same day on which it is made shall bear interest for one day.  Notwithstanding anything in this Agreement to the contrary, interest in excess of the maximum amount permitted by applicable Laws shall not accrue or be payable hereunder or under the, Notes, and any amount paid as interest hereunder or under the Notes which would otherwise be in excess of such maximum permitted amount shall instead be treated as a payment of principal.

SECTION 3.10  Non-Business Days.  If any payment to be made by Borrower, any of the Co-Borrowers or any other Party under any Loan Document shall come due on a day other than a Business Day, payment shall instead be considered due on the next succeeding Business Day and the extension of time shall be reflected in computing interest and fees.

SECTION 3.11  Manner and Treatment of Payments.  (a)  Each payment hereunder (except payments pursuant to Sections 3.6, 3.7, 11.3 and 11.11) 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 Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 12:00 noon, Las Vegas time (other than payments with respect to Swing Line Loans, which must be paid directly to the relevant Swing Line Lender and received by 3:00 p.m., Las Vegas time), on the day of payment (which must be a Business Day).  All payments received after such time, on any Business Day, shall be deemed received on the next succeeding Business Day.  The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 12:00 noon, Las Vegas time, on a Business Day and not so made available to the account of a Lender on that Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender 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.

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(b)           Other than the Required Payments and fees payable in connection with the transactions contemplated by the Amendment No. 1 and Restatement Agreement, each payment or prepayment on account of any Loan shall be applied pro rata according to the outstanding Advances made by the applicable Lender comprising such Loan.

(c)           Each Lender 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 such Advances and 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 Lender 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) income or franchise taxes imposed on any Lender by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or LIBOR 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, (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 and (v) any taxes imposed by Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) (such Code provisions collectively, “FATCA”) and any current or future regulations or official interpretations thereof (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 Lender 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 Lender as is necessary to result in that Lender’s receiving a net after-Tax amount equal to the amount to which that Lender 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 Lender on account of such Taxes, that Lender 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 Lender, that Lender will be subject to removal in accordance with Section 11.24; provided that Borrower or the relevant Party shall have paid such amount to that Lender and that Borrower and the Co-Borrowers, within the thirty day period following the date of such payment, shall have notified that Lender in writing of their intent to so remove the Lender.

(e)           All payments to be made by Borrower or any Co-Borrower shall be made without conditions or deduction for any counterclaim, defense, recoupment or setoff.

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SECTION 3.12  Funding Sources.  Nothing in this Agreement shall be deemed to obligate any Lender to obtain the funds for any Loan or Advance in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan or Advance in any particular place or manner, provided that each Lender which is not a bank under the laws of the United States or any state thereof severally represents and warrants that it has obtained the funds for its Advances in compliance with applicable Laws and that the making of its Advances will not constitute “prohibited transactions” as such term is defined in ERISA.

SECTION 3.13  Failure to Charge Not Subsequent Waiver.  Any decision by the Administrative Agent or any Lender not to require payment of any interest (including interest at the Default Rate), fee, cost or other amount payable under any Loan Document, or to calculate any amount payable by a particular method, on any occasion shall in no way limit or be deemed a waiver of the Administrative Agent’s or such Lender’s right to require full payment of any interest (including interest at the Default Rate), fee, cost or other amount payable under any Loan Document, or to calculate an amount payable by another method that is not inconsistent with this Agreement, on any other or subsequent occasion.

SECTION 3.14  Administrative Agent’s Right to Assume Payments Will be Made.  Unless Borrower, any Co-Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that Borrower, such Co- Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that Borrower, such Co-Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto.  If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then:

(a)           if Borrower or any Co-Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the Federal Funds Rate from time to time in effect; and

(b)           if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to Borrower or any Co-Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Rate from time to time in effect.  If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Advance included in the applicable Loan.  If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon Borrower or the Co- Borrowers, if applicable, and Borrower or the Co-Borrowers, if applicable, shall pay such amount to the

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Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Advance.  Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Pro Rata Share of the Class A Funding Requirements or to prejudice any rights which the Administrative Agent, Borrower or any Co- Borrower may have against any Lender as a result of any default by such Lender hereunder.  A notice of the Administrative Agent to any Lender, any Co-Borrower or Borrower with respect to any amount owing under this Section 3.14 shall be conclusive, absent manifest error.

SECTION 3.15  Fee Determination Detail.  The Administrative Agent and any Lender shall provide reasonable detail to Borrower and the Co-Borrowers regarding the manner in which the amount of any payment to the Creditors, or that Lender, under Article 3 has been determined, concurrently with demand for such payment.

SECTION 3.16  Survivability.  All of Borrower’s and the Co-Borrowers’ obligations under Sections 3.6 and 3.7 shall survive for ninety days following the date on which the Class A Funding Requirements are terminated, all Obligations hereunder are fully paid and all Letters of Credit have expired.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

Borrower and each Co-Borrower represents and warrants to the Lenders on the Effective Date that, except as set forth in the Disclosure Schedule:

SECTION 4.1  Existence and Qualification; Power; Compliance With Laws.  Borrower is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware.  Detroit is a limited liability company duly formed, validly existing and in good standing under the Laws of Delaware.  Borrower and each Co-Borrower are each duly qualified or registered to transact business and are in good standing in each other jurisdiction in which the conduct of their business or the ownership or leasing of their Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect.  Borrower and each Co-Borrower have all requisite corporate or other organizational power and authority to conduct their business, to own and lease their Properties and to execute and deliver each Loan Document to which each is a Party and to perform the Obligations, except where the failure to have such power and authority would not constitute a Material Adverse Effect.  All outstanding shares of the capital stock of Borrower are duly authorized, validly issued, fully paid and non-assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws.  All the Equity Interests in each Co-Borrower are duly authorized, validly issued, fully paid and non assessable, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws.  Borrower and each Co-Borrower are in compliance with all Requirements of Law applicable to its business as at present conducted, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and 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 as at present conducted, except where the failure so to comply, file, register, qualify or obtain exemptions would not constitute a Material Adverse Effect.

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SECTION 4.2  Authority; Compliance With Other Agreements and Instruments and Government Regulations.  The execution, delivery and performance by Borrower, each Co-Borrower and each Guarantor of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate or other organizational action, and do not and will not:

(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, any provision of the Indentures governing the public Indebtedness of Borrower and its Restricted Subsidiaries;

(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, other than Liens permitted by Section 6.4; or

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

and neither Borrower, the Co-Borrowers nor any Guarantor is in violation of, or default under, any Requirement of Law or Contractual Obligation, or any indenture, loan or credit agreement, in any respect that constitutes a Material Adverse Effect.  The execution and delivery of the Amendment No. 1 and Restatement Agreement does not violate or conflict with any provision of the Existing Loan Agreement.

SECTION 4.3  No Governmental Approvals Required.  Except as obtained or made on or prior to the Effective Date, no authorization, consent, approval, order, license or permit from, or filing, registration or qualification with, any Governmental Agency is or will be required to authorize or permit under applicable Laws the execution, delivery and performance by Borrower and its Restricted Subsidiaries of the Loan Documents to which it is a Party.

SECTION 4.4  Subsidiaries.  (a)  As of the Effective Date, the Disclosure Schedule correctly sets forth the names, form of legal entity, ownership and jurisdictions of organization of all Restricted Subsidiaries of Borrower.  Except as described in the Disclosure Schedule, 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 as of the Effective Date.

(b)           As of the Effective Date, each Restricted Subsidiary of Borrower is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, is duly qualified or registered to transact business 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 or registration necessary, and has all requisite corporate or other organizational power and authority to conduct its business and to own and lease its Properties, except where the failure to qualify or register, to be in good standing or to have such power and authority would not constitute a Material Adverse Effect.

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(c)           As of the Effective Date, each Restricted Subsidiary of Borrower is in compliance with all Requirements of Law applicable to its business as at present conducted, has obtained all authorizations, consents, approvals, orders, licenses, and permits from, and 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 as at present conducted, except where the failure to so comply, file, register, qualify or obtain exemptions would not constitute a Material Adverse Effect.

SECTION 4.5  Financial Statements.  Each of the most recently quarterly, and audited annual, financial statements filed by Borrower with the Commission fairly present in all material respects the financial condition, results of operations and changes in financial position of Borrower and its Subsidiaries as of their respective dates and for the covered periods in conformity with GAAP, consistently applied (except, in the case of quarterly financial statements, for the absence of certain footnotes and other informational disclosures customarily omitted from interim financial statements).

SECTION 4.6  No Other Liabilities; No Material Adverse Changes.  Borrower and its Subsidiaries do not have any material liability or material contingent liability required under GAAP to be reflected or disclosed and not reflected or disclosed in the most recent financial statements filed by Borrower with the Commission, other than liabilities and contingent liabilities arising in the ordinary course of business since the date of such financial statements.

SECTION 4.7  [Reserved].

SECTION 4.8  Litigation.  There are no actions, suits, proceedings or investigations pending as to which Borrower or any of its Subsidiaries have been served or have received notice or, to the best knowledge of Borrower and the Co-Borrowers, threatened against or affecting Borrower or any of its Restricted Subsidiaries or any Property of any of them before any Governmental Agency which (a) could reasonably be expected to have a Material Adverse Effect, or (b) could reasonably be expected to impair the validity or enforceability of the Loan Documents in a manner which is materially adverse to the interests of the Lenders.

SECTION 4.9  Binding Obligations.  Each of the Loan Documents to which Borrower or any of its Restricted Subsidiaries is a Party will, when executed and delivered by such Party, constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as enforcement may be limited by Debtor Relief Laws, Gaming Laws or equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion.

SECTION 4.10  No Default.  No event has occurred and is continuing that is a Default or Event of Default.

SECTION 4.11  ERISA.  (a) With respect to each Pension Plan:

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