EXHIBIT 10.1(17)
SECOND OMNIBUS AMENDMENT AGREEMENT
This Second Omnibus Amendment Agreement dated as of December 21, 2000
("Amendment") is entered into with reference to (a) the Second Amended and
Restated Loan Agreement dated as of Xxxxx 0, 0000, (x) the 364-Day Loan
Agreement dated as of April 7, 2000, and (c) the Term Loan Agreement dated as of
April 10, 2000 (collectively, the "Loan Agreements"), in each case 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. The Loan Agreements have previously been amended
by an Omnibus Amendment Agreement dated as of September 6, 2000 among the
parties hereto. Borrower, Atlantic City, Detroit and the Administrative Agent,
acting on behalf of the Requisite Banks under each of the Loan Agreements,
hereby agree to amend each of the Loan Agreements as follows:
1. DEFINITIONS. Capitalized terms used herein but not defined are used
with the meanings set forth for those terms in the Loan Agreements.
2. AMENDMENT TO SECTION 6.9 - INTEREST CHARGE COVERAGE RATIO. Section 6.9
of each of the Loan Agreements is hereby amended to read in full as follows:
"6.9 INTEREST CHARGE COVERAGE RATIO. Permit the Interest Charge
Coverage Ratio as of the last day of any Fiscal Quarter described below, to
be less than the ratio set forth opposite that Fiscal Quarter:
FISCAL QUARTERS ENDING MINIMUM RATIO
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September 30, 2000 through
June 30, 2001 2.25:1.00
September 30, 2001 and
December 31, 2001 2.35:1.00
March 31, 2002 through
December 31, 2003 2.50:1.00
March 31, 2004 and thereafter 3.00:1.00."
3. CONDITIONS PRECEDENT. The effectiveness of this Amendment shall be
conditioned upon the receipt by the Administrative Agent of written consents to
the execution, delivery and performance hereof from the Requisite Banks under
each of the Loan Agreements referred to above.
4. REPRESENTATION AND WARRANTY. Borrower and each of the Co-Borrowers
represents and warrants to the 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 each Loan Agreement
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 MIRAGE (formerly, MGM GRAND, INC.)
MGM GRAND ATLANTIC CITY, INC.
and
MGM GRAND DETROIT, LLC
By: MGM Grand Detroit, Inc., managing
member
By: XXXXX XXXXXXXX
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Xxxxx Xxxxxxxx, Secretary and
Treasurer of each of the foregoing
BANK OF AMERICA, N.A., as Administrative
Agent
By: XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx, Vice President
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