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THIRD AMENDMENT AGREEMENT
This Third Amendment Agreement dated as of April 6, 2001 ("Amendment") is entered into with reference to the Second
Amended and Restated Loan Agreement (as amended, the "Loan Agreement") dated as of April 10, 2000 among MGM
Grand, Inc., a Delaware corporation (now known as MGM MIRAGE and referred to herein as "Borrower"), MGM Grand Atlantic
City, Inc., a New Jersey corporation ("Atlantic City"), MGM Grand Detroit, LLC, a Delaware limited liability company ("Detroit"),
as Co-Borrowers, the Banks named therein, and Bank of America, N.A., as Administrative Agent and with reference to the
following facts:
A. Substantially concurrently with the execution of the Loan Agreement, Borrower and the Co-Borrowers also
entered into (a) the 364-Day Loan Agreement dated as of April 10, 2000, and (b) the Term Loan Agreement dated as of
April 7, 2000 (collectively, as amended, the "Other Loan Agreements"). The Loan Agreement and the Other Loan
Agreements have previously been amended by Omnibus Amendment Agreements dated as of September 6, 2000 and
December 21, 2000 among the parties hereto.
B. Prior to or substantially concurrently herewith, the remaining obligations under the Term Loan Agreement are
being repaid in full, and the 364-Day Loan Agreement is being refinanced with a new $1,000,000,000 364-Day Loan
Agreement among Borrower, the Co-Borrowers, the lenders described therein, and Bank of America, N.A., as
Administrative Agent.
NOW, THEREFORE, Borrower, Atlantic City, Detroit and the Administrative Agent, acting on behalf of the Requisite Banks
under the Loan Agreement, hereby agree to amend the Loan Agreement as follows:
1. Definitions. Capitalized terms used herein but not defined are used with the meanings set forth for those terms in
the Loan Agreement.
2. Amendment to Section 6.7—Negative Pledge. Section 6.7 of the Loan Agreement is hereby amended to add
thereto