UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under Rule 13d-1 of the Securities Exchange Act of 1934

(Amendment No. 37)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 37 amends and supplements the Statement on Schedule 13D filed by Tracinda Corporation, a Nevada corporation (“Tracinda”), and Mr. Kirk Kerkorian, the sole shareholder of Tracinda, with the Securities and Exchange Commission (the “SEC”) on August 20, 1991, as amended on June 8, 1992, October 16, 1992, February 22, 1994, March 11, 1994, November 20, 1995, January 24, 1997, September 25, 1997, August 3, 1998, August 21, 1998, September 1, 1998, June 11, 1999, November 16, 1999, April 18, 2000, February 9, 2001, May 21, 2001, November 2, 2001, May 21, 2007, June 20, 2007, August 7, 2007, August 22, 2007, March 5, 2008, July 8, 2008, September 3, 2008, October 16, 2008, February 19, 2009, May 18, 2009, May 20, 2009, September 9, 2009, October 20, 2009, April 16, 2010, October 13, 2010, October 18, 2010 (two filings), October 21, 2010, November 12, 2010 and January 28, 2011, and as amended by that certain Schedule TO-T filed by Tracinda and Mr. Kerkorian with the SEC on December 4, 2006, as amended (as so amended, the “Schedule 13D”), relating to the common stock, $.01 par value per share (“Common Stock”), of MGM Resorts International, a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined in this Amendment No. 37 shall have the meaning set forth in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to add the following information:

Mr. Kerkorian has informed the Company that he will serve out his current term as a director of the Company, due to expire at the Company’s Annual Meeting of Shareholders in June 2011, but will not stand for re-election. On April 14, 2011, the Company announced that its Board of Directors had voted to recognize Mr. Kerkorian as Director Emeritus upon expiration of his term as a director. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended by adding the following information:

Tracinda has entered into an amended and restated credit agreement, dated April 15, 2011, for a $25 million revolving credit facility with Bank of America, N.A. (the “Loan Agreement”). Merrill Lynch, Pierce, Fenner and Smith Incorporated is designated as the sole lead arranger and sole and exclusive book manager for the Loan Agreement. The Loan Agreement amends and restates the letter loan agreement dated April 15, 2008, as amended, retaining the principal terms of that agreement and extending the maturity date to April 15, 2014. Tracinda also entered into an amended and restated pledge agreement with Bank of America, N.A., under which Tracinda’s shares of the Common Stock, as well as its shares of the common stock of Delta Petroleum Corporation, continue to be pledged as collateral for borrowings under the Loan Agreement. The Loan Agreement and the pledge agreement, which is an exhibit to the Loan Agreement, contain customary representations, warranties, covenants and conditions and are attached hereto as Exhibit 99.2 and incorporated herein by this reference.

Item 7. Material to be Filed as Exhibits.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Exhibit 99.1

MGM Resorts International to Name Kirk Kerkorian as Director Emeritus

Long-time Director and Legendary Businessman to Transition into Advisory Role for Board and Management

LAS VEGAS, April 14, 2011 /PRNewswire/ — The Board of Directors of MGM Resorts International (NYSE: MGM) today announced that it had voted unanimously to recognize Kirk Kerkorian, the legendary businessman and philanthropist, with the distinction of Director Emeritus.

As Director Emeritus, Mr. Kerkorian will serve as a senior advisor to both MGM Resorts management and the Board, and will have a standing invitation to attend any meeting of the Board or its executive committee. He will not, however, retain voting rights on Board matters.

“Kirk’s contributions to the growth and development of MGM Resorts are far too many to detail,” said MGM Resorts International Chairman and CEO James J. Murren. “Of even greater impact, however, have been the contributions of his time, talent and treasure to so many throughout the Las Vegas community, across the United States and around the world,” Mr. Murren said.

“Throughout the years, I have relied on Kirk far beyond his role as our largest shareholder,” said Mr. Murren. “He has always been available to discuss any detail or issue, and I look forward to continuing to receive the benefit of his counsel for many years to come.”

Mr. Kerkorian will serve out his current term as a board member, due to expire at the company’s 2011 Annual Meeting of Shareholders this June, at which time he will transition to his status as Director Emeritus. Upon his formal appointment, he will become the first Director Emeritus in the company’s history.

“One of the most rewarding aspects of my life has been my association with MGM Resorts and its predecessor companies,” said Mr. Kerkorian. “I am deeply indebted to the hundreds of thousands of men and women who have worked for our companies through these many years. Their hard work and dedication to success created the extraordinary opportunity to share our success with others. It has been a privilege to work with them all, and I look forward to continuing to regularly consult with Jim and the Board of this wonderful company.”

BACKGROUND NOTES

Corporate History

Mr. Kerkorian first visited Las Vegas in 1945 as a Cessna pilot. His first venture in the gaming business was with a stake in the Dunes Hotel in 1955. In the 1960s, he was actively buying land in Las Vegas for development.

By 1969, his International Leisure company was opening what was then the largest hotel in the world: the International Hotel. From its opening night, the $55 million International Hotel set a new bar for entertainment: Barbra Streisand was the resort’s first headliner, the rock musical ‘Hair’ was in another showroom and the opening lounge act was Ike and Tina Turner. Elvis Presley followed Streisand in the main showroom and changed the face of Las Vegas.

In 1973, Mr. Kerkorian’s company opened the original MGM Grand Hotel (now Bally’s), which was the largest hotel in the world at that time. The new $107 million megaresort was named for a 1932 MGM film, “Grand

Hotel,” and featured 2,084 rooms, a 1,200-seat showroom and amenities like a shopping arcade, movie theater and jai alai fronton.

Following the 1986 sale of the original MGM Grand hotels in Las Vegas and Reno to Bally’s, Mr. Kerkorian led the development of the present day MGM Grand Hotel. At 5,000 rooms, it was the largest hotel in the world when it opened in 1993. To celebrate the opening, Barbra Streisand gave an unprecedented concert in the 17,000 seat MGM Grand Garden arena.

In 2000, Mr. Kerkorian led the first of two significant transactions, the acquisition of Mirage Resorts. The second occurred just four years later when that company, MGM MIRAGE, merged with Mandalay Resort Group.

The 2009 opening of CityCenter would mark the fourth time that Mr. Kerkorian would be involved in the opening of a record-setting hotel complex. The $8.5 billion resort, residential and retail complex was not only the largest private investment ever made in U.S. history, but it would also be recognized as the largest sustainable project ever built.

MGM Resorts International (NYSE: MGM) is one of the world’s leading global hospitality companies, operating a peerless portfolio of destination resort brands, including Bellagio, MGM Grand, Mandalay Bay and The Mirage. The Company has significant holdings in gaming, hospitality and entertainment, owns and operates 15 properties located in Nevada, Mississippi and Michigan, and has 50% investments in four other properties in Nevada, Illinois and Macau. One of those investments is CityCenter, an unprecedented urban resort destination on the Las Vegas Strip featuring its centerpiece ARIA Resort & Casino. Leveraging MGM Resorts’ unmatched amenities, the M life loyalty program delivers one-of-a-kind experiences, insider privileges and personalized rewards for guests at the Company’s renowned properties nationwide. Through its hospitality management subsidiary, the Company holds a growing number of development and management agreements for casino and non-casino resort projects around the world. MGM Resorts International supports responsible gaming and has implemented the American Gaming Association’s Code of Conduct for Responsible Gaming at its gaming properties. The Company has been honored with numerous awards and recognitions for its industry-leading Diversity Initiative, its community philanthropy programs and the Company’s commitment to sustainable development and operations. For more information about MGM Resorts International, visit the Company’s Web site at www.mgmresorts.com.

Statements in this release which are not historical facts are “forward looking” statements and “safe harbor statements” within the meaning of Section 21E of the U.S. the Securities Exchange Act of 1934, as amended, and other related laws that involve risks and/or uncertainties, including risks and/or uncertainties as described in the Company’s public filings with the Securities and Exchange Commission. We have based those forward-looking statements on management’s current expectations and assumptions and not on historical facts. In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise except as required by law.

SOURCE MGM Resorts International

For further information: Investors, Daniel J. D’Arrigo, Executive Vice President, Chief Financial Officer and Treasurer , +1-702-693-8895, or Media, Alan M. Feldman, Senior Vice President of Public Affairs, +1-702-650-6947, afeldman@mgmresorts.com, both of MGM Resorts International

Exhibit 99.2

April 15, 2011

TRACINDA CORPORATION

150 S. Rodeo Drive, Suite 250

Beverly Hills, California 90212

Attention: Dan Taylor

Dear Ladies and Gentlemen:

BANK OF AMERICA, N.A. is pleased to make available to TRACINDA CORPORATION, a Nevada corporation (the “Borrower”), a $25,000,000 revolving credit facility on the terms and subject to the conditions set forth below. Merrill Lynch, Pierce, Fenner and Smith Incorporated (“MLPFS”) is designated as the sole Lead Arranger and sole and exclusive Book Manager for the credit facilities contemplated by this letter. This agreement (the “Agreement”) evidences an amendment and restatement of that certain letter agreement dated April 15, 2008, as amended, between the parties hereto. Terms not defined herein have the meanings assigned to them in Exhibit A hereto.

TRACINDA CORPORATION

April 15, 2011

Page 2

The Borrower promises to pay interest (i) for each Eurodollar Rate Loan, on the last day of the applicable Interest Period and if the Interest Period is longer than three months, on the three month anniversary of the commencement of such Interest Period; (ii) for Base Rate Loans, on the 10th Business Day of each calendar quarter; and (iii) for all Loans, on the Expiration Date. If the time for any payment is extended by operation of law or otherwise, interest shall continue to accrue for such extended period.

After the date any principal amount of any Loan is due and payable (whether on the Expiration Date, upon acceleration or otherwise), or after any other monetary obligation hereunder shall have become due and payable (in each case without regard to any applicable grace periods), the Borrower shall pay, but only to the extent permitted by law, interest (after as well as before judgment) on such amounts at a rate per annum equal to the Base Rate plus 2.25%. Accrued and unpaid interest on past due amounts shall be payable on demand. In no case shall interest hereunder exceed the amount that the Lender may charge or collect under applicable law.

TRACINDA CORPORATION

April 15, 2011

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then within three Business Days after such date the Borrower shall either:

in each case in an amount which results in the Effective Amount of all Loans being not greater than the amount permitted by the Margin Regulations or the Borrowing Base.

Where additional Collateral is provided, the Borrower shall provide the required Collateral in the following order until the deficiency in Collateral is remedied:

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April 15, 2011

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April 15, 2011

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All payments by the Borrower to the Lender hereunder shall be made to the Lender in full without set-off or counterclaim and free and clear of and exempt from, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties or charges of whatsoever nature imposed by any government or any political subdivision or taxing authority thereof. The Borrower shall reimburse the Lender for any taxes imposed on or withheld from such payments (other than taxes imposed on the Lender’s income, and franchise taxes imposed on the Lender, by the jurisdiction under the laws of which the Lender is organized or any political subdivision thereof).

TRACINDA CORPORATION

April 15, 2011

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borrowing submitted by the Borrower hereunder shall constitute a representation and warranty by the Borrower hereunder, as of the date of each such notice and as of each borrowing date, that the conditions in Exhibit C under Conditions to each Borrowing are satisfied.

TRACINDA CORPORATION

April 15, 2011

Page 7

TRACINDA CORPORATION

April 15, 2011

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TRACINDA CORPORATION

April 15, 2011

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all of its assets, except, that so long as no Default or Event of Default exists or would result therefrom:

TRACINDA CORPORATION

April 15, 2011

Page 10

If the Borrower fails to deliver any additional Collateral requested by the Lender (within the constraints set forth in this clause (j)), then (A) the Commitment shall automatically and immediately be reduced to the principal amount of the then outstanding amount of the Loans, (B) no portion of the Loans which are thereafter prepaid or repaid may be reborrowed, and (C) the Borrower shall prepay the

TRACINDA CORPORATION

April 15, 2011

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Loans in their entirety on the date which is 180 days following the date of the Lender’s request.

The Borrower shall use reasonable efforts to obtain all regulatory approvals which are required in order for the Borrower to grant, prior to the required dates in this clause (j), a first priority pledge to Lender of the Collateral.

TRACINDA CORPORATION

April 15, 2011

Page 12

Upon the occurrence of an Event of Default, the Lender may declare the Commitment to be terminated, whereupon the Commitment shall be terminated, and/or declare all sums outstanding hereunder and under the other Loan Documents, including all interest thereon, to be immediately due and payable, whereupon the same shall become and be immediately due and payable, without notice of default, presentment or demand for

TRACINDA CORPORATION

April 15, 2011

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payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character, all of which are hereby expressly waived; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States of America, the Commitment shall automatically terminate, and all sums outstanding hereunder and under each other Loan Document, including all interest thereon, shall become and be immediately due and payable, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character, all of which are hereby expressly waived.

TRACINDA CORPORATION

April 15, 2011

Page 14

The Lender shall be entitled to rely and act upon any notices (including telephonic notices of borrowings, conversions and continuations) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Indemnitee from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other communications with the Lender may be recorded by the Lender, and the Borrower hereby consents to such recording.

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April 15, 2011

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April 15, 2011

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April 15, 2011

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If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Agreement or any other Loan Document, (i) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court, and (ii) without limiting the generality of Paragraph 7(g) above, the Borrower shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding (unless the Borrower shall be the prevailing party in such action or proceeding).

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April 15, 2011

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April 15, 2011

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TRACINDA CORPORATION

April 15, 2011

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Please indicate your acceptance of the Commitment on the foregoing terms and conditions by returning an executed copy of this Agreement.

Accepted and Agreed to as of the date first written above:

EXHIBIT A

DEFINITIONS

“Account Control Agreement” means that certain Collateral Account Control Agreement (Merrill Lynch) among the Borrower, as Pledgor, Bank of America, as Pledgee, and MLPFS, as Securities Intermediary, as amended prior to the date hereof and as the same may be further amended, restated, supplemented or otherwise modified from time to time.

“Aggregate Market Value” means:

(a) with respect to publicly traded securities, the sum of the market values (as computed below) of such stock, with the market value of any such security being computed as the number of shares of such stock times the closing price per share of such stock on the trading day immediately preceding the date of determination, the closing price being the last sale price regular way or, in case no such sale takes place on such day, the average of the closing bid and asked prices regular way, in either case on the New York Stock Exchange, or, if shares of such issue or class are not listed or admitted to trading on the New York Stock Exchange, on the principal national securities exchange on which the shares are listed or admitted to trading, or if the shares are not so listed or admitted to trading, the average of the highest reported bid and lowest reported asked prices as furnished by the National Association of Securities Dealers, Inc. through NASDAQ; and

(b) with respect to Cash Equivalents, the amount for which such Cash Equivalents may be liquidated, as reasonably determined by the Lender; and

(c) with respect to any other Eligible Investments, the principal amount originally expended by the Borrower in acquiring such investment.

“Bank of America” means Bank of America, N.A.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan bearing interest based on the Base Rate.

“Borrowing Base” means, as of the date of any determination, an amount equal to the sum of, without duplication:

(a) 50% of the Aggregate Market Value of all MGM Resorts shares owned by the Borrower at such time which are in the custody (including the appropriate form of custody for uncertificated securities, if applicable) of the Lender and in which the Lender has a first-priority perfected security interest pursuant to the Pledge Agreement;

(b) 25% of the Aggregate Market Value of all Delta Petroleum shares owned by the Borrower at such time which are in the custody (including the appropriate form of custody for uncertificated securities, if applicable) of the Lender and in which the Lender has a first-priority perfected security interest pursuant to the Pledge Agreement;

(c) the Designated Percentage of the Aggregate Market Value of all other publicly traded equity securities owned by the Borrower at such time which are in the custody (including the appropriate form of custody for uncertificated securities, if applicable) of the Lender and in which the Lender has a first-priority perfected security interest pursuant to the Pledge Agreement; and

(d) 100% of the Aggregate Market Value of all Cash Equivalents owned by the Borrower at such time which are in the custody (including the appropriate form of custody for uncertificated securities, if applicable) of the Lender and in which the Lender has a first-priority perfected security interest pursuant to the Pledge Agreement.

“Borrowing Base and Compliance Certificate” means a certificate substantially in the form attached hereto as Exhibit B.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City or San Francisco are authorized or required by law to close and, if the applicable Business Day relates to any Eurodollar Rate Loan, means such a day on which dealings are carried on in the applicable Eurodollar Rate market.

“Cash Equivalents” means cash and cash equivalents of the Borrower.

“Closing Date” means the date on which all conditions precedent set forth under Conditions to Initial Borrowing in Exhibit C hereto are satisfied or waived by the Lender.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” has the meaning given such term and the term “Pledged Collateral” in the Collateral Documents collectively.

“Collateral Documents” means, collectively, (i) the Pledge Agreement, the Account Control Agreement and all other security agreements, assignments and other similar agreements between the Borrower or any Subsidiary of the Borrower and/or in favor of the Lender, now or hereafter delivered to the Lender pursuant to or in connection with the transactions contemplated hereby, and all financing statements (or comparable documents now or hereafter filed in accordance with the applicable Uniform Commercial Code or comparable law) against the Borrower or any Subsidiary of the Borrower as debtor in favor of the Lender, and (ii) any amendments, supplements, modifications, renewals, replacements, consolidations, substitutions and extensions of any of the foregoing.

“Control Stock” means shares of the equity securities of Persons organized under the laws of the United States, any State thereof or the District of Columbia (i) which are publicly traded in the United States and listed on a national securities exchange in the United States, (ii) which have ordinary voting power for the election of members of the board of directors or other equivalent management body of such Person, and (iii) of which, on the relevant date, the Borrower owns, beneficially and of record, and controls the power to vote 10% or more of the aggregate outstanding voting common shares of such issuer.

“Control Stock Acquisition” means the acquisition by the Borrower of the Control Stock of a Person.

“Core Investments” means, collectively, [(a)] all shares of the common stock of Delta Petroleum and MGM Resorts now owned or hereafter acquired by the Borrower[, and (b) as of each date of determination, all other equity interests of each United States domestic Person in which the Borrower owns shares having an aggregate value in excess of $10,000,000 as of that date].

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Delta Petroleum” means Delta Petroleum Corporation, a Delaware corporation, and its successors.

“Designated Percentage” means, in respect of any publicly traded equity securities hereafter delivered by the Borrower to the Lender in pledge, a percentage determined on or prior to such delivery with the approval of the Lender, but not in excess of 50%.

“Effective Amount” means on any date, the aggregate outstanding principal amount of Loans after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date.

“Eligible Investments” means:

(a) all Cash Equivalents;

(b) all Core Investments;

(c) all Control Stock; and

(d) all Non-Control Stock.

“Eurodollar Rate” means:

(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or such other commercially available source providing quotations of BBA LIBOR as may be designated by the Lender from time to time) at approximately 11:00 a.m., London time, two London Banking Days prior to the commencement of such Interest Period, for Dollar

deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or, (ii) if such rate is not available at such time for any reason, the rate per annum determined by the Lender to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two London Banking Days prior to the commencement of such Interest Period; and

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) BBA LIBOR, at approximately 11:00 a.m., London time determined two London Banking Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Lender to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made or maintained and with a term equal to one month would be offered by Bank of America’s London Branch to major banks in the London interbank Eurodollar market at their request at the date and time of determination.

“Eurodollar Rate Loan” means a Loan bearing interest based on the Eurodollar Rate.

“Event of Default” has the meaning set forth in Paragraph 6.

“Expiration Date” means April 15, 2014, or such earlier date on which the Commitment may terminate in accordance with the terms hereof.

“Federal Funds Rate” means for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Lender on such day on such transactions as determined by the Lender.

“Hostile Acquisition” means a Control Stock Acquisition that has not been approved by the Board of Directors (or other equivalent governing body) of the Person which is the subject of the Control Stock Acquisition.

“Insolvency Proceeding” means, with respect to any Person, (a) any case, action or proceeding with respect to such Person before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other, similar arrangement in respect of its creditors

generally or any substantial portion of its creditors; undertaken under United States federal or state law or foreign law, including the United States Bankruptcy Code.

“Interest Period” means, for each Eurodollar Rate Loan, (a) initially, the period commencing on the date the Eurodollar Rate Loan is disbursed or converted from a Base Rate Loan and (b) thereafter, the period commencing on the last day of the preceding Interest Period, and, in each case, ending on the earlier of (x) the Expiration Date and (y) one, two, three or six months thereafter, as requested by the Borrower; provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; and

(ii) any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period.

“Kerkorian Event” means the occurrence of a disability (other than physical disability) of Kirk Kerkorian, or if Kirk Kerkorian is no longer active in the management of the Borrower for any reason.

“Lender” means (a) initially, Bank of America, and (b) any other Person which receives an assignment of an interest in the Loans and the Commitment pursuant to the terms of this Agreement.

“Loan Documents” means this Agreement, any note, any Collateral Documents and all other documents delivered to the Lender in connection herewith.

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Margin Regulations” means Regulations T, U and X issued by the Board of Governors of the FRB, or any successor regulations regulating purchase or carrying of securities pursuant to Section 7 of the Securities Exchange Act of 1934, or any successor law.

“Margin Stock” means a security included within the definition of “margin stock” in the Margin Regulations.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, condition (financial or otherwise) of the Borrower, provided that no fluctuation in the market value of securities held by the Borrower shall deemed to constitute a Material Adverse Effect; (b) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document and to avoid the occurrence of any Event of Default; or (c) a material adverse effect upon (i) the legality, validity, binding effect or enforceability against the Borrower of any Loan Document, or (ii) the perfection or priority of any Lien granted under any of the Collateral Documents.

“MGM Resorts” means MGM Resorts International, a Delaware corporation, and its successors.

“Non-Control Stock” means common stock issued by a corporation organized under the laws of the United States, any State thereof or the District of Columbia, which stock is publicly traded in the United States and listed on a national securities exchange in the United States and of which the Borrower owns, beneficially and of record, and controls the power to vote less than 10% of the aggregate outstanding voting common shares of such issuer.

“Obligations” means all advances, debts, liabilities, obligations, covenants and duties arising under any Loan Document owing by the Borrower to the Lender or any Indemnified Person, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising.

“Permitted Gifts” means donations or loans to various charitable or relief organizations, including organizations working in, or assisting, the Republic of Armenia or persons therein.

“Permitted Liens” means:

(a) liens for current taxes, assessments or other governmental charges which are not delinquent or which remain payable without penalty, or the validity of which is contested in good faith by appropriate proceedings.

(b) liens, deposits or pledges made to secure statutory obligations, surety or appeal bonds, construction or materialmen’s liens relating to aircraft, or bonds for the release of attachments or for stay of execution, or to secure the performance of bids, tenders, contracts other than for the payment of borrowed money, leases, or for purposes of like general nature in the ordinary course of its business.

(c) liens to secure, and financing statements relating to, any Obligations.

(d) liens existing on property (or on any shares of stock of any corporation other than on Core Investments), at the time it is acquired provided such liens do not exceed the value of property or stock acquired.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

“Pledge Agreement” means an Amended and Restated Pledge Agreement substantially in the form of Exhibit D.

“Regulation U” means Regulation U referred to in the definition of “Margin Regulations.”

“Required Lenders” means at any time following the making of any assignment by Bank of America to additional Lenders, those Lenders holding a majority in interest in the Facility, provided that as where there are three or fewer unaffiliated Lenders, Required Lenders means at least two Lenders which are not affiliated with one another.

“Responsible Officer” means the chief executive officer, the president or the secretary-treasurer of the Borrower, or any other officer having substantially the same authority and responsibility; or, with respect to compliance with financial covenants, the chief financial officer or the secretary-treasurer of the Borrower, or any other officer having substantially the same authority and responsibility.

“Restricted Period” means any period during which the Borrowing Base is less than $100,000,000.

“Rule 144” means Rule 144 under the Securities Act of 1933, as amended.

“Subsidiary” means, with respect to any Person, a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” refer to a Subsidiary or Subsidiaries of the Borrower. Notwithstanding the foregoing, MGM Resorts shall not be considered a Subsidiary for purposes of this Agreement.

EXHIBIT B

BORROWING BASE AND COMPLIANCE CERTIFICATE

Date:             , 20    

To: Bank of America, N.A.

Dear Ladies and Gentlemen:

This Borrowing Base and Compliance Certificate is submitted by Tracinda Corporation, a Nevada corporation (the “Borrower”) with reference to the amended and restated letter agreement dated as of April 15, 2011 between the Borrower and Bank of America, N.A. (the “Lender”) establishing a $25,000,000 line of credit in favor of the Borrower (as extended, renewed, amended or restated from time to time, the “Letter Agreement;” the terms defined therein being used herein as therein defined).

This Borrowing Base and Compliance Certificate sets forth the Borrower’s current calculations of the Borrowing Base [when delivered in connection with a notice of borrowing]\ [as of the Business Day prior to the date of this Borrowing Base and Compliance Certificate].

Borrower hereby certifies that (i) the representations and warranties of Borrower contained in the Letter Agreement are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of the date hereof; (ii) no Default or Event of Default has occurred and is continuing under the Letter Agreement; (iii) the Borrower has performed in all material respects all agreements, and satisfied all conditions under the Letter Agreement provided to be performed by it on or before the date hereof; (iv) the computations set forth in Attachment No. 1 annexed hereto have been computed in good faith by the Borrower in accordance with the terms of the Letter Agreement and, to the best of Borrower’s knowledge, are true, accurate and complete as of the date hereof; and (v) no item included in the Borrowing Base presently fails to qualify for inclusion in such Borrowing Base pursuant to the terms and conditions of the Letter Agreement.

ATTACHMENT NO. 1 TO

BORROWING BASE AND COMPLIANCE CERTIFICATE

The computations set forth in this Attachment No. 1 to Borrowing Base and Compliance Certificate relate to the Borrowing Base as of [insert date], and each item includes the applicable ownership of the Borrower (without duplication):

EXHIBIT C

CONDITIONS PRECEDENT

CONDITIONS TO THE CLOSING DATE

Conditions Precedent to Initial Loan. As a condition precedent to the availability of the initial Loan hereunder, the Lender must receive the items set forth below:

1. Loan Documents. The Agreement, the Pledge Agreement, the Account Control Agreement and a fee letter among the Lender, MLPFS and the Borrower, in each case executed by each party thereto.

2. Pledge of Shares. All of the shares of stock in publicly traded United States domestic corporations (including MGM Resorts and Delta Petroleum) which are Core Investments shall be delivered electronically in pledge pursuant to the Pledge Agreement having an aggregate value which is acceptable to the Lender.

3. Resolutions; Incumbency.

(i) Copies of the resolutions of the board of directors of the Borrower authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary-Treasurer or an Assistant Secretary of the Borrower, as applicable; and

(ii) A certificate of the Secretary-Treasurer or Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder.

4. Form U-1. A Federal Reserve Form U-1 for the Lender duly completed and executed, the statements made in which shall be such, in the opinion of the Lender, as to permit the transactions contemplated hereby in accordance with Regulation U.

5. Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that:

(i) the representations and warranties contained in Paragraph 3 of the Agreement are true and correct on and as of such date, as though made on and as of such date;

(ii) no Default or Event of Default exists or will result from the execution of the Agreement and the making of the Commitment; and

(iii) there has occurred since January 31, 2011 no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect.

6. Upfront Fees. Payment of fees required to be paid on or prior to the Closing Date under the fee letter referred to in clause (1).

7. Legal Opinion. A legal opinion from Lionel Sawyer & Collins or another law firm reasonably acceptable to the Lender with respect to the good standing of Borrower, its due execution and delivery of the Loan Documents, and such other matters as the Lender may request

8. Articles of Incorporation and Bylaws. Certified copies of the Borrower’s Articles and bylaws, as amended, together with a good standing certificate for the Borrower from the Secretary of State of the State of Nevada and a certificate of good standing as a foreign corporation from the State of California.

9. Other Documents. Such other documents or materials as the Lender may request.

CONDITIONS TO EACH BORROWING

1. Notice of Borrowing. The Lender shall have received a notice of borrowing.

2. Borrowing Base and Compliance Certificate. The Lender shall have received a Borrowing Base and Compliance Certificate demonstrating compliance with this Agreement before and after giving effect to the proposed borrowing.

3. Continuation of Representations and Warranties. The representations and warranties in Paragraph 3 of the Agreement shall be true and correct on and as of such borrowing date with the same effect as if made on and as of such borrowing date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date).

4. No Existing Default. No Default or Event of Default shall exist or shall result from such borrowing.

5. Current List of Margin Stock. For any borrowing that is a “purpose credit” (as defined in the Margin Regulations), a current list of Margin Stock for the Lender to attach to the Form U-1 previously delivered by the Borrower.

6. Compliance With Margin Regulations.

(i) The Lender shall have determined that after giving effect to such Loan (A) such Loan shall otherwise be in compliance with the Margin Regulations and (B) the procedures set forth herein relating to compliance with the Margin Regulations shall, if complied with, ensure compliance with the Margin Regulations; and

(ii) the Lender shall have received from the Borrower such documentation and information (certified in a manner acceptable to the Lender by an officer of the Borrower) as the Lender may in good faith request in order for the Lender to make the determinations required by clause (i) above.

7. Additional Collateral. Borrower shall have complied with any requests for additional Collateral made by Lender pursuant to the provisions of Paragraph 5(j) of the Agreement, if applicable.

8. Additional Evidence. The Lender shall have received such other approvals, legal opinions, certificates or other documents as it may reasonably request.

EXHIBIT D

AMENDED AND RESTATED PLEDGE AGREEMENT

This AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”) is entered into as of April 15, 2011 by and between TRACINDA CORPORATION, a Nevada corporation (the “Borrower”) and BANK OF AMERICA, N.A. (the “Lender”).

RECITALS

A. Pursuant to an amended and restated letter agreement dated as of April 15, 2011 between the Borrower and the Lender (as amended, restated or supplemented or otherwise modified from time to time, the “Letter Agreement”), the Lender has agreed to extend credit facilities to the Borrower in the aggregate principal amount of $25,000,000 on the terms and conditions set forth therein. Unless otherwise defined herein, capitalized terms used herein are used with the same defined meanings given in the Letter Agreement.

B. Pursuant to a Pledge Agreement, dated as of April 15, 2008 (the “Existing Pledge Agreement”, between the Borrower and the Lender, the Borrower pledged certain collateral to the Lender.

C. The parties hereto desire to amend and restate the Existing Pledge Agreement in its entirety pursuant to this Agreement and that the Borrower pledge all of the Pledged Collateral to the Lender to secure the Obligations all under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, to induce the Lender to extend credit to the Borrower under the Letter Agreement, the Borrower and the Lender hereby agree as follows:

1. Definitions. Terms defined in the Letter Agreement and not otherwise defined in this Agreement shall have the meanings given those terms in the Letter Agreement as though set forth herein in full. In addition, the following terms shall have the meanings respectively set forth after each:

“Account” means account number 7CQ10X10 held by the Borrower with Merrill Lynch and subject to the exclusive control of the Lender pursuant to the Account Control Agreement, or any other account designated as such by the Borrower and subject to the exclusive control of the Lender.

“Account Control Agreement” means that certain Collateral Account Control Agreement (Merrill Lynch) among the Borrower, as Pledgor, Bank of America, as Pledgee, and MLPFS, as Securities Intermediary, as amended prior to the date hereof and as the same may be further amended, restated, supplemented or otherwise modified from time to time.

“Certificates” means all certificates, instruments or other documents representing securities or other property now or hereafter delivered to the Lender.

“Issuers” means the issuers of, or obligors on, any Pledged Collateral.

2. Creation of Security Interest.

2.1 Pledge of Pledged Collateral. The Borrower hereby pledges, and grants to the Lender a security interest in and to the following (the “Pledged Collateral”):

(a) the Account;

(b) the securities set forth on Schedule I hereto, which shares have been deposited in or credited to the Account;

(c) any securities or other property which is hereafter deposited or credited to the Account;

(d) any securities evidenced by Certificates which are hereafter delivered to the Lender;

(e) any and all securities now or hereafter issued in substitution, exchange or replacement of any of the foregoing, or with respect to any of the foregoing;

(f) any and all rights, options to purchase, sell or convert any of the foregoing; and any warrants, options, puts, calls, rights, preferences, privileges or other rights to subscribe to or acquire any of the foregoing; and

(g) any and all proceeds and products of any of the foregoing, and any and all collections, dividends (whether in cash, stock or otherwise), distributions, redemption payments, liquidation payments, interest or premiums with respect to any of the foregoing.

The security interest and pledge created by this Section 2.1 shall continue in effect so long as any Obligation is owed to the Lender. In the event of any assignment of the interests of Bank of America under the Letter Agreement is hereafter made to other or additional Lenders, then Bank of America will continue to hold all Pledged Collateral as collateral agent and bailee for all of the Lenders.

2.2 Delivery of Certain Pledged Collateral. The Borrower shall cause to be pledged and delivered to the Lender all Certificates and all documentary evidence of any collateral therefor along with certificates evidencing the Pledged Collateral. The Borrower shall, upon obtaining any additional physical shares of Pledged Collateral, promptly deliver to the Lender any and all Certificates representing or evidencing the same. All Certificates pledged hereunder at any time shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Lender. The Lender shall hold all Certificates pledged hereunder unless and until released in accordance with Section 2.3.

2.3 Release of Pledged Collateral. Pledged Collateral that is permitted or required to be released from the pledge and security interest created by this Agreement pursuant to the Letter Agreement (including any Pledged Collateral Disposed of in accordance with the terms of the Letter Agreement) shall be so released by the Lender promptly following the Lender’s receipt of written request therefor by the Borrower specifying the basis for which release is requested and such further certificates or other documents as the Lender reasonably shall request in its discretion to confirm that such release is permitted by the Letter Agreement and to confirm the Lender’s replacement lien, if any, on appropriate collateral.

3. Security for Obligations. This Agreement and the pledge and security interests granted herein secure the prompt payment, in full in cash, and full performance of, all Obligations, whether for principal, interest, fees, expenses or otherwise, including, without limitation, all Obligations of the Borrower now or hereafter existing under this Agreement, and all interest that accrues on all or any part of any of the Obligations after the filing of any petition or pleading against the Borrower or any other Person for a proceeding under any bankruptcy or debtor relief law.

4. Representations and Warranties.

4.1 Incorporation of Terms. This Agreement is the Pledge Agreement referred to in the Letter Agreement and is one of the Loan Documents referred to in the Letter Agreement. All provisions contained in the Letter Agreement that are specifically stated to be applicable to the Loan Documents generally are fully applicable to this Agreement and are incorporated herein by this reference as though set forth in full.

4.2 Representations and Warranties of the Borrower. The Borrower represents, warrants and agrees that: (i) to the best of its knowledge the Pledged Collateral is duly and validly issued, fully paid and nonassessable and duly and validly pledged to the Lender in accordance with law, and the Borrower agrees to defend the Lender’s right, title and interest in and to the Pledged Collateral against the claims and demands of all persons whomsoever; (ii) it has good title to all of the Pledged Collateral, free and clear of all claims, security interests, mortgages, pledges, liens and other encumbrances of every nature whatsoever except to or in favor of the Lender and that it has the right to pledge the Pledged Collateral as herein provided; (iii) each Certificate, if any, is issued in the name of Borrower; (iv) each Certificate, if any, has attached thereto a stock power duly signed in blank by an appropriate officer of Borrower; (v) the security interest in the Pledged Collateral created hereby constitutes a first, prior, and indefeasible security interest with respect to such collateral; and (vii) the possession by the Lender of the Certificates representing the Pledged Collateral will perfect the Lender’s interest therein.

5. Further Assurances. The Borrower agrees that at any time, and from time to time, at its own expense the Borrower will promptly execute, deliver and file or record all further financing statements, instruments, control agreements and other documents, and will take all further actions, including, without limitation, requesting any Issuer, to so execute, deliver, file or take other actions, that may be necessary or desirable, or that the Lender reasonably may request, in order to perfect and protect any pledge or security interest granted hereby or to enable the Lender to exercise and enforce the Lender’s rights and remedies hereunder with respect to any

Pledged Collateral and to preserve, protect and maintain the Pledged Collateral and the value thereof, including, without limitation, payment of all taxes, assessments and other charges imposed on or relating to the Pledged Collateral. The Borrower hereby consents and agrees that the Issuers of, or obligors on, the Pledged Collateral, or any registrar or transfer agent or trustee for any of the Pledged Collateral, shall be entitled to accept the provisions of this Agreement as conclusive evidence of the right of the Lender to effect any transfer or exercise any right hereunder, notwithstanding any other notice or direction to the contrary heretofore or hereafter given by the Borrower or any other Person to such Issuers or such obligors or to any such registrar or transfer agent or trustee.

6. Voting Rights; Dividends; etc. So long as no Event of Default under the Letter Agreement occurs and remains continuing:

6.1 Voting Rights. The Borrower shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral, or any part thereof, for any purpose not inconsistent with the terms of this Agreement, the Letter Agreement, or the other Loan Documents; provided, however, that the Borrower shall not exercise, or shall refrain from exercising, any such right if it would result in a Default or an Event of Default.

6.2 Dividend and Distribution Rights. The Borrower shall be entitled to receive and to retain and use only those dividends or distributions paid to the Borrower with respect to the Pledged Collateral as permitted under the terms of the Letter Agreement; provided, however, that any and all such dividends or distributions received in the form of capital stock shall be, and the Certificates representing such capital stock forthwith shall be delivered to the Lender to hold as, Pledged Collateral and shall, if received by the Borrower, be received in trust for the benefit of the Lender, be segregated from the other property of the Borrower, and forthwith be delivered to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsements).

7. Rights During Event of Default. When an Event of Default has occurred and is continuing:

7.1 Voting, Dividend, and Distribution Rights. At the option of the Lender, all rights of the Borrower to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 6.1 above, and to receive the dividends and distributions which it would otherwise be authorized to receive and retain pursuant to Section 6.2 above, shall cease, and all such rights shall thereupon become vested in the Lender who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and to hold as Pledged Collateral such dividends and distributions. The Lender shall give notice thereof to the Borrower; provided, however, that (i) neither the giving of such notice nor the receipt thereof by the Borrower shall be a condition to exercise of any rights of the Lender hereunder, and (ii) the Lender shall incur no liability for failing to give such notice.

7.2 Dividends and Distributions Held in Trust. All dividends and other distributions which are received by the Borrower contrary to the provisions of the Letter Agreement or this Agreement shall be received in trust for the benefit of the Lender, shall be

segregated from other funds of the Borrower, and forthwith shall be paid over to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsements).

7.3 Irrevocable Proxy. The Borrower hereby revokes all previous proxies with regard to the Pledged Collateral and appoints the Lender as its proxyholder to attend and vote at any and all meetings of the shareholders of the corporations which issued the Pledged Collateral, and any adjournments thereof, held on or after the date of the giving of this proxy and prior to the termination of this proxy and to execute any and all written consents of shareholders of such corporations executed on or after the date of the giving of this proxy and prior to the termination of this proxy, with the same effect as if the Borrower had personally attended the meetings or had personally voted its shares or had personally signed the written consents; provided, however, that the proxyholder shall have rights hereunder only upon the occurrence and during the continuance of an Event of Default under the Letter Agreement, and that the Lender shall have instructed the proxyholder to exercise voting rights with respect to the Pledged Collateral or any of them. The Borrower hereby authorizes the Lender to substitute another Person as the proxyholder and, upon the occurrence or during the continuance of any Event of Default, hereby authorizes and directs the proxyholder to file this proxy and the substitution instrument with the secretary of the appropriate corporation. This proxy is coupled with an interest and is irrevocable until such time as all Obligations have been paid and performed in full and the Commitment has been terminated in full.

8. Transfers and Other Liens. The Borrower agrees that, except as specifically permitted under the Loan Documents, it will not (i) sell, assign, exchange, transfer or otherwise dispose of, or contract to sell, assign, exchange, transfer or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral (provided that Borrower shall be entitled to direct the investment and reinvestment of any securities or other funds contained in the Account (but may not withdraw such securities or, during the continuance of an Event of Default, any distributions or dividends payable in respect of such securities or other such funds from the Account)), (ii) create or permit to exist any lien upon or with respect to any of the Pledged Collateral, except for liens in favor of the Lender, or (iii) take any action with respect to the Pledged Collateral which is inconsistent with the provisions or purposes of this Agreement or any other Loan Document.

9. Lender May Perform Obligations: If the Borrower fails to perform any Obligation contained herein, the Lender may, but without any obligation to do so and without notice to or demand upon the Borrower, perform the same and take such other action as the Lender may deem necessary or desirable to protect the Pledged Collateral or the Lender’s security interests therein, the Lender being hereby authorized (without limiting the general nature of the authority hereinabove conferred) to pay, purchase, contest and compromise any lien which in the reasonable judgment of the Lender appears to be prior or superior to the Lender’s security interests, and in exercising any such powers and authority to pay necessary expense, employ counsel and pay reasonable attorneys’ fees. The Borrower hereby agrees to repay immediately upon demand all sums so expended by the Lender, together with interest from the date of expenditure at the rates provided for in the Letter Agreement. The Lender shall not be under any duty or obligation to (i) preserve, maintain or protect the Pledged Collateral or any of the Borrower’s rights or interest therein, (ii) exercise any voting rights with respect to the Pledged Collateral, whether or not an Event of Default has occurred or is continuing, or (iii) make or give

any notices of default, presentments, demands for performance, notices of nonperformance or dishonor, protests, notices of protest or notice of any other nature whatsoever in connection with the Pledged Collateral on behalf of the Borrower or any other Person having any interest therein; and the Lender does not assume and shall not be obligated to perform the obligations of the Borrower, if any, with respect to the Pledged Collateral.

10. Reasonable Care. The Lender shall in all events (and without restriction on the limitations on liability of the Lender contained herein) be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially similar to that which the Lender accords its own property, it being understood that the Lender shall not have any responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Pledged Collateral, whether or not the Lender has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any Person with respect to any Pledged Collateral.

11. Events of Default and Remedies.

11.1 Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default under the Letter Agreement, the Borrower shall be in default hereunder and the Lender shall have in any jurisdiction where enforcement is sought, in addition to all other rights and remedies that the Lender may have under this Agreement and under applicable law or in equity, all rights and remedies of a Lender under the Uniform Commercial Code as enacted in any such jurisdiction, and in addition the following rights and remedies, all of which may be exercised with or without further notice to the Borrower:

(a) to notify any Issuer of or obligors on any Pledged Collateral, that the same has been pledged to the Lender and that all dividends and other payments thereon are to be made directly and exclusively to the Lender; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to the Lender, in whole or in part, the Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as if the Lender were the owner thereof;

(b) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take or bring, in the Lender’s name or in the name of the Borrower, all steps, actions, suits or proceedings deemed by the Lender necessary or desirable to effect collection of or to realize upon the Pledged Collateral;

(c) in accordance with applicable law, to take possession of and operate or control the Pledged Collateral with or without judicial process;

(d) to endorse, in the name of the Borrower, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral;

(e) to transfer any or all of the Pledged Collateral into the name of the Lender or its nominee or nominees; and

(f) in accordance with applicable law, to foreclose the liens and security interests created under this Agreement or under any other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Pledged Collateral or any part thereof, either at public or private sale or at any broker’s board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to the Lender; all at the sole option of and in the sole discretion of the Lender.

11.2 Appointment of a Receiver. Upon the occurrence and during the continuance of an Event of Default, the Lender also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court (and the Borrower hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of an security for the Obligations, to take possession of the Pledged Collateral or any part thereof and to exercise the proxy granted to the Lender under Section 7.3. Taking possession of the Pledged Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court.

11.3 Notice of Sale. The Lender shall give the Borrower at least five (5) days’ written notice of sale of all or any part of the Pledged Collateral. Any sale of the Pledged Collateral shall be held at such time or times and at such place or places as the Lender may determine in the exercise of its sole and absolute discretion. The Lender may bid (which bid may be, in whole or in part, in the form of cancellation of Obligations) for and purchase for the account of the Lender or any nominee of the Lender the whole or any part of the Pledged Collateral. The Lender shall not be obligated to make any sale of the Pledged Collateral if it shall determine not to do so regardless of the fact that notice of sale of the Pledged Collateral may have been given. The Lender may, without notice or publication, adjourn the sale from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned.

11.4 Public Sales.

(a) In the event the Lender is permitted to sell any of the Pledged Collateral pursuant to Section 11.1, upon the written request of the Lender, the Borrower:

(i) unless in the opinion of counsel for the Lender such registration is not required, will use its best efforts to cause to become effective under the Securities Act of 1933, as amended and as from time to time in effect and the rules and regulations thereunder (the “Securities Act”), a registration statement or statements relating to any or all of the Pledged Collateral and will use its best efforts to keep effective each such registration and cause to be filed such post-effective amendment or amendments to each such registration statement (including any amended or supplemented prospectuses required by the Securities Act) as may be appropriate to permit the sale or other disposition of any of the Pledged Collateral pursuant to this Agreement at such time and on such terms as the Lender may determine;

(ii) will use best efforts to cause to be furnished to the Lender, such number of copies as the Lender may reasonably request of each preliminary prospectus and prospectus, will promptly notify the Lender of the happening of any event as a result of which any then effective prospectus includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of then existing circumstances and will use best efforts to cause the Lender to be furnished with such number of copies as the Lender may reasonably request of each such supplement to or amendment of such prospectus as is necessary to eliminate such untrue statement or supply such omission;

(iii) will use best efforts to cause each Issuer to and will itself to the extent permitted by law, indemnify, defend and hold harmless the Lender from and against all losses, liabilities, expenses or claims (including legal expenses and the reasonable costs of investigation) which the Lender may incur, under the Securities Act or otherwise, insofar as such losses, liabilities, expenses or claims arise out of or are based upon any alleged untrue statement of a material fact contained in such registration statement (or any amendment thereto) or in any preliminary prospectus or prospectus (or any amendment or supplement thereto), or arise out of or are based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except to the extent that any such losses, liabilities, expenses or claims arise solely out of or are based upon any such alleged untrue statement made or such alleged omission to state a material fact with respect to information furnished by the Lender and included in any such document on the written authority of the Lender;

(iv) will use its best efforts to have qualified, filed or registered any of the Pledged Collateral under the “Blue Sky” or other securities laws of such jurisdictions as may be reasonably requested by the Lender and will use best efforts to cause to be kept effective all such qualifications, filings and registrations;

(v) will, if the offering pursuant to any registration statement is, at the written request of the Lender, to be made through underwriters, itself, if requested by such underwriters, enter, and use best efforts to cause the Issuer to enter, into an underwriting agreement in customary form with such underwriters and to indemnify such underwriters, its officers and directors and each person who controls such underwriters within the meaning of the Securities Act to the same extent as hereinbefore provided with respect to the indemnification of the Lender;

(vi) will provide (if available) at its expense, provided such insurance is available at commercially reasonable rates, a policy or policies of insurance, from such insurer or insurers satisfactory to the Lender, in substance indemnifying and holding harmless to the extent of 100% of the contemplated aggregate public offering price of the Pledged Collateral, the Lender, each underwriter who may be participating in such sale, and each other person referred to as being insured under such policy or policies, from and against any and all losses, liabilities, claims, damages and expenses, joint or several, to which any of the assured may become subject under the Securities Act, or any other statute or common law, arising out of or based on the ground that any preliminary prospectus, prospectus or registration statement relating to such sale includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(vii) will use best efforts to take or cause to be taken all requisite action in connection with any declaration of, registration with, or approval of any other governmental official or authority (in addition to that provided for above) before such Pledged Collateral may be transferred or sold by the Lender;

(viii) will use best efforts to cause the Lender to be kept advised in writing as to the progress of each registration, qualification or compliance pursuant to clauses (i), (iv) or (vii) above and as to the completion thereof;

(ix) will do any and all other acts and things which may be reasonably necessary or advisable to enable the Lender to consummate any proposed sale or other disposition of any of the Pledged Collateral pursuant to this Agreement; and

(x) will bear all costs and expenses of carrying out its obligations hereunder. The Borrower agrees that promptly upon the written request of the Lender it will use its best efforts to cause to be withdrawn from registration or, if the registration statement has been declared effective, to be deregistered, any of the Pledged Collateral the Lender requests be withdrawn or deregistered.

(b) The Borrower agrees that the Lender shall have the right, at any time when in the Lender’s sole and exclusive judgment exercised in good faith, the Lender is, or might be deemed to be, a controlling person of the Issuer (i) to participate in the preparation of such registration statement and to require the insertion therein of material which in its judgment, as aforesaid, should be included; (ii) at the Borrower’s expense, to retain counsel and/or independent public accountants to assist it in such participation; and (iii) at the Borrower’s expense, to receive an opinion or opinions of counsel and a letter or letters from independent public accountants, addressed to the Lender, to the same effect as any such opinion and letter delivered to the Borrower, the Issuer or any underwriter in connection with such registration and sale. If any such registration statement refers to the Lender by name or otherwise, then, the Lender shall have the right to require (A) the insertion therein of language, in form and substance satisfactory to it, to the effect that its relationship to the Borrower or the Issuer is not to be construed as a recommendation by the Lender of the investment quality of the Issuer’s securities covered thereby and does not imply that it will assist in meeting any future financial requirements of the Borrower or the Issuer, or (B) in the event that such reference to it by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to it.

(c) The Borrower agrees that it will give the Lender prompt written notification of (i) the filing of any registration statement pursuant to Section 12 of the 1934 Act (a “1934 Act Registration Statement”) relating to any class of equity securities of any Issuer, and (ii) the effectiveness of such Registration Statement and the number of shares of such class of equity securities outstanding at the time such Registration Statement becomes effective, in order that the Lender may be in a position to file any required statements under the 1934 Act or the Securities Act. The Borrower further agrees that it will (A) at its expense, upon the Lender’s written request, use best efforts to cause the Issuer to file a 1934 Act Registration Statement relating to any class of equity securities of the Issuer then held by the Lender; (B) use best efforts to cause the Issuer to file all reports required by Section 13 of the 1934 Act within the time periods specified therein or any extension thereof granted by the Securities and Exchange Commission pursuant to Rule 12b-25 or any other comparable rule under the 1934 Act; and (C) use best efforts to cause the Issuer to furnish to the Lender any information which the Lender may reasonably required for the purpose of completing Form 144, or any other comparable form, in connection with any proposed sale by the Lender pursuant to Rule 144 under the Securities Act, as then in effect, or any other comparable rule, of any of the Pledged Collateral.

(d) In the event that any action required to be taken by the Borrower under Subsection 11.4(a)(i), (ii), (iv), (vi), (vii) or (viii), or under Subsection 11.4(b)(i), (ii) or (iii) or under Subsection 11.4(c) involves the incurring of costs and expenses by any Issuer, it is understood and agreed that the Borrower shall not be required to take such action unless it shall have available to it funds in amounts sufficient to reimburse the Issuer for such costs and expenses to be incurred by the Issuer. Funds shall be deemed available to the Borrower for the

foregoing purposes if the Lender is willing to advance funds to the Borrower for such purposes on substantially the same terms and conditions as the Loans provided under the Letter Agreement; provided, however, the provisions of this paragraph shall not in any way constitute a commitment on the part of the Lender to provide such funds.

11.5 Private Sales.

(a) Whether or not any of the Pledged Collateral has been effectively registered under the Securities Act of 1933 or other applicable laws, the Lender may, in its sole and absolute discretion, sell all or any part of the Pledged Collateral at private sale in such manner and under such circumstances as the Lender may deem necessary or advisable in any manner which complies with applicable law.

(b) Without limiting the generality of the foregoing, in any such event the Lender, in its sole and absolute discretion:

(i) may proceed to make such private sale notwithstanding that a registration statement for the purposes of registering such Pledged Collateral or such part thereof shall have been filed under such Securities Act;

(ii) may approach and negotiate with a restricted number of potential purchasers to effect such sale; and

(iii) may restrict such sale to purchasers as to their number, nature of business and investment intention including, without limitation, to purchasers each of whom will represent and agree to the satisfaction of the Lender that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Pledged Collateral or any part thereof, it being understood that the Lender may require the Borrower, and the Borrower hereby agrees upon the written request of the Lender, to cause: (A) a legend or legends to be placed on the certificates to be delivered to such purchasers to the effect that the Pledged Collateral represented thereby have not been registered under the Securities Act and setting forth or referring to restrictions on the transferability of such securities; (B) the issuance of stop transfer instructions to the Issuer’s transfer agent, if any, with respect to the Pledged Collateral, or, if the Issuer transfers its own securities, a notation in the appropriate records of the Issuer; (C) to be obtained from the purchasers a signed written agreement that the Pledged Collateral will not be sold without registration or other compliance with the requirements of the Securities Act; and (D) to be delivered to the purchasers a signed written agreement of the Borrower and the Issuer that such purchasers shall be entitled to the rights of the Lender pursuant to this Section 11.

(c) In the event of any such sale, the Borrower does hereby consent and agree that the Lender shall not incur any responsibility or liability for selling all or any part of the Pledged Collateral at a price which the Lender, in its sole and absolute discretion, may deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were public and deferred until after registration as aforesaid. In such event, (A) the sale shall be deemed to be commercially reasonable in all respects, (B) the Borrower shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (C) the Lender shall not incur any liability or responsibility to the Borrower in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. The Borrower recognizes that a ready market may not exist for Pledged Collateral which is not regularly traded on a recognized securities exchange, and that a sale by the Lender of any such Pledged Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of Pledged Collateral or Pledged Collateral that is privately traded.

11.6 Title of Purchasers. Upon consummation of any sale of Pledged Collateral pursuant to this Section 11, the Lender shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the Pledged Collateral sold absolutely free from any claim or right on the part of the Borrower, and the Borrower hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. If the sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Lender shall not be required to apply any portion of the sale price to the Obligations until such amount actually is received by the Lender, and any Pledged Collateral so sold may be retained by the Lender until the sale price is paid in full by the purchaser or purchasers thereof. The Lender shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Pledged Collateral so sold, and, in case of any such failure, the Pledged Collateral may be sold again upon like notice.

11.7 Disposition of Proceeds of Sale. The cash proceeds resulting from the collection, liquidation, sale or other disposition of the Pledged Collateral shall be applied, first, to the reasonable costs and expenses (including reasonable attorneys’ fees) of retaking, holding, storing, processing and preparing for sale, selling, collecting and liquidating the Pledged Collateral, and the like; second, to the satisfaction of all Obligations, with application as to any particular Obligations to be in the order set forth in the Letter Agreement or other Loan Documents; and, third, to all other indebtedness secured hereby in such order and manner as the Lender in its sole and absolute discretion may determine.

12. Rights Cumulative. The rights, powers and remedies provided herein in favor of the Lender shall not be deemed exclusive, but shall be cumulative, and shall be in addition to all other rights and remedies in favor of the Lender existing at law or in equity including, without limitation, all of the rights, powers and remedies available to a bank under the provisions of the

Uniform Commercial Code as adopted in any appropriate jurisdiction. The Borrower shall indemnify and save harmless the Lender from and against any liability or damage which it may incur in the exercise and performance of any of its rights, powers and remedies set forth herein.

13. No Waiver, Etc. No delay on the part of the Lender in exercising any of its options, powers or rights, or partial or single exercise thereof, shall constitute a waiver thereof. None of the terms and conditions of this Agreement may be changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by the Lender and the Borrower.

14. Obligations Absolute. The obligations of the Borrower hereunder shall remain in full force and effect without regard to, and shall not be impaired by: (a) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of the Borrower or the Issuer; (b) any exercise or non-exercise, or any waiver, by the Lender of any rights, remedy, power or privilege under or in respect of the Obligations, the Letter Agreement or any note, or any security for any of the Obligations (other than this Agreement); or (c) any amendment to or modification of the Obligations, the Letter Agreement or any note or any security for any of the Obligations (other than this Agreement); whether or not the Borrower shall have notice or knowledge of any of the foregoing.

15. Release of Collateral. After the payment in full of all of the Obligations, the Lender shall promptly return to the Borrower all of the Pledged Collateral and all other property and cash which have not been used or applied toward the payment in full of the Obligations.

16. Counterparts. This Agreement may be executed in any number of separate counterparts, each of which, when so executed, shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute but one and the same instrument.

17. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

18. Subscription Rights. The Lender shall not be under any obligation to exercise or to give the Borrower notice of any subscription rights or privileges, any rights to exchange, convert or redeem or any other rights or privileges relating to any of the Pledged Collateral.

19. Entire Agreement. This Agreement embodies the entire agreement and understanding among the parties hereto and thereto, and supersedes all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof and thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.