October 2, 1998
Primadonna Resorts, Inc.
PRMA Las Vegas, Inc.
New York- New York Hotel & Casino, LLC
Gentlemen:
Reference is made to that certain Amendment No. 3 dated as of September 24,
1998 ("Amendment No.3") to the Construction/Revolving Loan Agreement among
New York-New York Hotel & Casino, LLC. ("Borrower"), the Banks party thereto,
Bank of Scotland, and Societe Ganerale, as Lead Managers, Xxxxx Fargo Bank,
N.A. (Successor to First Interstate Bank of Nevada), as Co-Agent, and Bank of
America National Trust and Savings Association, as Managing Agent (the "Credit
Agreement"), and to the Consent of Guarantors to Amendment No. 3 dated
concurrently therewith entered into by MGM Grand, Inc. ("MGMG") and Primadonna
Resorts, Inc. ("PRMS") ("the Consent").
As an inducement to MGMG entering into and delivering the Consent, PRMA, PRMA
Las Vegas, Inc. and Borrower hereby covenant and agree with MGMG as follows:
1. Notwithstanding anything to the contrary permitted by the Credit Agreement,
as amended by Amendment No. 3, the parties hereto shall cause Borrower to make
voluntary reductions to the Commitment pursuant to Section 2.5 of the Credit
Agreement equal to the amount computed from time to time as if Section 2.6 of
the Credit Agreement (which was deleted by operation of Amendment No. 3)
remained in full force and effect. Such voluntary reductions shall be made at
such time or times as they would have been required under Section 2.6. The
foregoing shall be in addition to any other voluntary reductions to the
Commitment which Borrower may elect to make.
2. The covenants and agreements contained herein are for the sole benefit of
the parties hereto, and it is the parties' mutual intention that no third party
rights or benefits are created hereby (including with respect to the other
parties to the Credit Agreement).
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If the foregoing is acceptable, please execute and return a copy of this letter
to signify our mutual agreement.
Very truly yours,
MGM Grand, Inc.
By: _______________________________
Accepted and Agreed
Primadonna Resorts, Inc.
By: _______________________________
PRMA Las Vegas, Inc.
By: _______________________________
New York- New York Hotel & Casino, LLC
By: ________________________________
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Primadonna Resorts, Inc.
PRMA Las Vegas, Inc.
New York- New York Hotel & Casino, LLC
August __, 1998
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