EXHIBIT 10.10
AMENDMENT NO. 1 TO KEEP-WELL AGREEMENT
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Reference is made to that certain Keep-Well Agreement dated as of
September 15, 1995 (the "Keep-Well Agreement") among MGM Grand Inc., Primadonna
Resorts, Inc. and Bank of America N.T. & S.A., as Managing Agent for the Banks
under the Loan Agreement of even date therewith (the "Loan Agreement") with New
York -- New York Hotel & Casino, LLC, as Borrower. Capitalized terms not defined
herein are used with the meanings thereof for purposes of the Keep-Well
Agreement.
The Maintaining Parties and the Managing Agent, acting with the
written consent of the Requisite Banks pursuant to Section 12.2 of the Loan
Agreement, hereby agree as follows:
1. Section 3. Section 3 of the Keep-Well Agreement is hereby
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amended by adding thereto a new Subsection (d) to read in full as follows:
"(d) Notwithstanding Subsection (a) above, during any period
when there is outstanding indebtedness of Borrower permitted by
Sections 6.8(e) and 6.9(e) of the Loan Agreement ("Purchase
Money Indebtedness"), the Cash payments to be made into the
Deposit Account during an Insolvency Proceeding shall be
calculated pursuant to this Subsection (d). During any such
period, the Leverage Ratio and the Fixed Charge Coverage Ratio
shall be calculated (solely for purposes of Section 3 of this
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Keep-Well Agreement) to ignore the effect of all outstanding
principal of, and payment of interest on, any Purchase Money
Indebtedness; provided that such principal and interest are
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concurrently taken into account to calculate amounts payable
under keep-well agreements substantially identical to this
Keep-Well Agreement in favor of the holders of Purchase Money
Indebtedness."
2. Section 8. Section 8 of the Keep-Well Agreement is amended by
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lower casing the initial word of the second sentence of Subsection (a) thereof
and adding the following clause at the beginning of such sentence:
"Except as otherwise provided in Section 18 hereof with respect
to the actions described in clauses (i) and (ii) of the
preceding sentence,"
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3. Confirmation. In all other respects, the Keep-Well Agreement is
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hereby confirmed.
Dated: January 17, 1997
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MGM GRAND, INC.
By /s/ Scott Langsner
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Scott Langsner Secretary/Treasurer
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[Printed Name and Title]
PRIMADONNA RESORTS, INC.
By
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[Printed Name and Title]
BANK OF AMERICA, N.T. & S.A., as Managing
Agent
By
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[Printed Name and Title]
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3. Confirmation. In all other respects, the Keep-Well Agreement is
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hereby confirmed.
Dated: January 17, 1997
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MGM GRAND, INC.
By
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[Printed Name and Title]
PRIMADONNA RESORTS, INC.
By /s/ Craig F. Sullivan
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Craig F. Sullivan, CFO/Treasurer
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[Printed Name and Title]
BANK OF AMERICA, N.T. & S.A., as
Managing Agent
By
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[Printed Name and Title]
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3. Confirmation. In all other respects, the Keep-Well Agreement is
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hereby confirmed.
Dated: January 17, 1997
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MGM GRAND, INC.
By
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[Printed Name and Title]
PRIMADONNA RESORTS, INC.
By
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[Printed Name and Title]
BANK OF AMERICA, N.T. & S.A., as
Managing Agent
By /s/ Patrick Carroll
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Patrick Carroll, Vice President
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[Printed Name and Title]
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