[LETTERHEAD OF BANK OF AMERICA APPEARS HERE]

May 13, 1996

Mr. Alex Yemenidjian

MGM Grand, Inc.

3799 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Dear Alex:

Bank of America National Trust and Savings Association is pleased to commit to provide the $125,000,000 bridge credit facility (the "Bridge Facility") for MGM Grand, Inc. (the "Company") described on the attached Summary of Bridge Facility Terms and Conditions (the "Bridge Summary"), the terms and provisions of which are incorporated herein by this reference.

Together with proceeds of the proposed offering of common stock of the Company, borrowings under the existing $60,000,000 credit facility maintained by MGM Grand Hotel Finance Corp., and the Company's existing cash, the Bridge Facility would be used to fund the approximately $523,000,000 deposit necessary to def ease the FMN's described in the Bridge Summary.

Our commitment is subject to our receipt, concurrently with our issuance of this letter, of commitments for the entire amount of the proposed $500,000,000 Senior Secured Reducing Revolving Credit Facilities (on the terms and conditions set forth in the Summary of Terms and Conditions of even date herewith and our separate commitment letter to you with respect thereto). Our commitment is also conditioned upon your acceptance of this letter by signing it and returning it to us not later than close of business on May 14, 1996.

This letter may not be disclosed to any person, or its existence referred to in a communication to any such person, prior to such acceptance and payment. This commitment will terminate if the $523,000,000 deposit to the FMN trustee has not been made by August 31, 1996.

Our commitment is conditioned upon execution of mutually satisfactory definitive loan documentation containing appropriate and customary representations, warranties, covenants and events of default. Our commitment is also subject to the absence of any material and adverse change in the financial condition, operations, assets or business of the Company and its subsidiaries, laws or governmental regulations which are relevant to the transactions contemplated, or the financial and credit markets disrupting the bank loan syndication market generally.

By executing this letter, you agree that you shall not solicit or accept any other proposal or commitment to provide financing for the transactions contemplated by the Bridge Summary during the period between the date of this letter and December 5, 1996.

By accepting this letter, the Company agrees that it shall pay on demand all reasonable costs and expenses of B of A (including legal fees and disbursements and the allocated costs of internal counsel) in connection with the preparation of the Bridge Summary and the negotiation and documentation of the Credit Documents and syndication of the Bridge Facility, whether or not the transactions contemplated by the Bridge Summary are actually consummated. In addition, the Company shall defend and indemnify B of A and its officers, directors, employees and agents (each, an "Indemnified Person"), against all claims, damages, liabilities and expenses which may be incurred by or asserted against any of them in connection with the transactions contemplated by this letter and the Bridge Summary and for any reasonable legal or other expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability or action or other proceeding, whether commenced or threatened, or in any way relating to the extension of the financing contemplated by this letter and the Bridge Summary or from any use or intended use of any of the proceeds thereof except, in the case of any Indemnified Person, to the extent any such loss, claim, damage or liability results from the gross negligence or willful misconduct of such Indemnified Person.

Please sign this letter in the space provided below to accept this commitments. We look forward to a prompt closing of this transaction.

Sincerely,

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION

By: /s/William S. Newby                      

William S. Newby, Managing Director

By: /s/Jon Varnell                                 

Jon Varnell, Managing Director

Accepted and agreed:

MGM GRAND, INC.

By: Alejandro Yemenidjian

Title: Pres, COO,& CFO    

以上仅为部分内容

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