EXHIBIT 10(3)(a)
AMENDMENT NO 1. TO AMENDED AND RESTATED LOAN AGREEMENT
This Amendment No. 1 to Amended and Restated Loan Agreement
("Amendment") is entered into with reference to the Amended and Restated Loan
Agreement dated as of July 17, 1997, by and among MGM Grand, Inc., a Delaware
corporation ("Borrower"), MGM Grand Atlantic City, Inc., a New Jersey
corporation ("Atlantic City"), as initial Co-Borrower, the Banks named therein,
Societe Generale, The Bank of Nova Scotia, Bank of Scotland, Bankers Trust
Company, CIBC Inc., Commerzbank AG, Los Angeles Branch, The Long-Term Credit
Bank of Japan, Ltd., Los Angeles Agency, PNC Bank, National Association, and
▇▇▇▇▇ Fargo Bank, N.A., as Managing Agents, Fleet Bank, N.A., as Co-Agent, and
Bank of America National Trust and Savings Association, as Administrative Agent,
with reference to the following facts:
A. Pursuant to Section 2.7 of the Loan Agreement, Borrower is entitled to
designate Guarantors as additional Co-Borrowers under the Loan Agreement.
B. By this Amendment, Borrower designates MGM Grand Detroit, LLC. as an
additional Co-Borrower.
C. It is intended that Loans and Letters of Credit provided to MGM Grand
Detroit, LLC for the purpose of construction of the Detroit Project not be
subject to the condition precedent that no Material Adverse Effect has
occurred.
D. Capitalized terms used herein are used with the meanings set forth for
those terms in the Loan Agreement.
NOW THEREFORE, Borrower, Atlantic City and Detroit hereby agree to amend the
Loan Agreement as follows:
1. Amendment to Section 8.3. The preamble and clause (a) of Section
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8.3 of the Loan Agreement are hereby amended to read in full as follows:
"8.3 Any Advance. The obligation of each Bank to make any Advance, and
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the obligation of the Issuing Bank to issue a Letter of Credit, is subject
to the
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following conditions precedent (unless the Requisite Banks, in their
sole and absolute discretion, shall agree otherwise):
(a) except (i) for representations and warranties which expressly
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speak as of a particular date or are no longer true and correct as a
result of a change which is permitted by this Agreement or (ii) as
disclosed by Borrower and the Co-Borrowers and approved in writing by
the Requisite Banks, the representations and warranties contained in
Article 4 (other than Sections 4.4(a), 4.6 (first sentence), 4.10,
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4.17 and 4.18 (but only if Borrower and its Restricted Subsidiaries
are diligently engaged in measures that will result in compliance with
all Hazardous Materials Laws)) shall be true and correct on and as of
the date of the Advance as though made on that date, PROVIDED THAT IT
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IS EXPRESSLY UNDERSTOOD AND AGREED THAT THE TRUTH AND ACCURACY OF THE
REPRESENTATION SET FORTH IN SECTION 4.6 SHALL NOT BE A CONDITION
PRECEDENT TO ANY LOAN OR LETTER OF CREDIT MADE OR ISSUED TO DETROIT
FOR THE PURPOSE OF FINANCING, DIRECTLY OR INDIRECTLY, THE DESIGN,
DEVELOPMENT, CONSTRUCTION OR OPERATION OF THE DETROIT PROJECT;"
2. Appointment as Co-Borrower. Subject to the fulfillment of the
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conditions thereto set forth in Section 2.7 of the Loan Agreement, Detroit is
hereby designated as a Co-Borrower, and accepts appointment as a Co-Borrower.
3. Conditions Precedent. The effectiveness of this Amendment shall be
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conditioned upon the receipt by the Administrative Agent of the following:
(a) Counterparts of this Amendment executed by Borrower, Atlantic
City, Detroit, and the Administrative Agent, acting on behalf of the Banks;
(b) Written consents to the execution, delivery and performance hereof
from each of the Banks;
(c) Written consents to the execution, delivery and performance hereof
from each of the Guarantors; and
(d) Borrower, Atlantic City and Detroit shall have fulfilled each of
the conditions precedent to the appointment of Detroit as a Co-Borrower
described in Section 2.7 of the Loan Agreement.
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4. Representation and Warranty. Borrower represents and warrants to the
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Administrative Agent and the Banks that no Default or Event of Default has
occurred and remains continuing.
5. Confirmation. In all other respects, the terms of the Loan Agreement
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and the other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
MGM GRAND, INC., a Delaware corporation
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By: ______________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Secretary and Treasurer
MGM GRAND ATLANTIC CITY, INC., a New Jersey corporation
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By: ______________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Secretary and Treasurer
MGM GRAND DETROIT, LLC, a Delaware limited liability company
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By: ______________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Secretary and Treasurer
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Administrative Agent
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By: _______________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
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CONSENT OF BANK
This Consent of Bank is delivered with reference to the Amended and
Restated Loan Agreement dated as of July 17, 1997, among MGM Grand, Inc., a
Delaware corporation ("Borrower"), MGM Grand Atlantic City, Inc., a New Jersey
corporation ("Atlantic City"), as initial Co-Borrower, the Banks named therein,
Societe Generale, The Bank of Nova Scotia, Bank of Scotland, Bankers Trust
Company, CIBC Inc., Commerzbank AG, Los Angeles Branch, The Long-Term Credit
Bank of Japan, Ltd., Los Angeles Agency, PNC Bank, National Association, and
▇▇▇▇▇ Fargo Bank, N.A., as Managing Agents, Fleet Bank, N.A., as Co-Agent, and
Bank of America National Trust and Savings Association, as Administrative Agent,
Capitalized terms used but not defined herein are used with the meanings set
forth for those terms in the Loan Agreement.
The undersigned Bank hereby consents to the execution, delivery and
performance of the proposed Amendment No. 1 to Loan Agreement by the
Administrative Agent on behalf of the Banks, substantially in the form presented
to the undersigned as a draft.
______________________________
[Typed/Printed Name of Bank]
By: __________________________
Title: _________________________
Date: _________________________
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