This Keep-Well Agreement ("Agreement") is made as of September 15, 1995, by MGM Grand, Inc., a
Delaware corporation and Primadonna Resorts, Inc., a Nevada corporation (each a "Maintaining Party" and
collectively, "Maintaining Parties"), jointly and severally, in favor of Bank of America National Trust and Savings
Association, as Managing Agent, in favor of the Banks under the Loan Agreement described below and in favor
of the Equipment Lessors under the Equipment Lease defined in the Loan Agreement.
A. Pursuant to the Construction/Revolving Loan Agreement of even date herewith by and among New York-
New York Hotel, LLC, a Nevada limited liability company ("Borrower"), the lenders from time to time party
thereto (collectively, the "Banks" and individually, a "Bank"), First Interstate Bank of Nevada, as Co- Agent, and
Bank of America National Trust and Savings Association, as Managing Agent (as such agreement may from time
to time be extended, modified, renewed, restated, supplemented or amended, the "Loan Agreement"), the Banks
have agreed to extend certain credit facilities to Borrower.
B. The Loan Agreement provides, as a condition precedent to the Banks' obligation to extend credit facilities to
Borrower, that Maintaining Parties shall enter into this Agreement, and shall make or cause to be made Cash
Equity Contributions to the Borrower in the amounts and under the terms and conditions set forth herein.
C. The Loan Agreement contemplates that a portion of the financing for the construction of the Project will be in
the form of the Equipment Lease covering the Leased Equipment. Maintaining Parties and the Banks agree that
the Equipment Lessors shall also have the benefit of this Agreement on a proportional basis with the Banks.
D. Maintaining Parties expect to realize direct and indirect benefits as a result of the availability of the
aforementioned credit facilities.
NOW, THEREFORE, in order to induce the Banks to extend