MGM RESORTS INTERNATIONAL and THE GUARANTORS NAMED HEREIN and U.S. BANK NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of December 18, 2012 to Indenture, dated as of November 14, 2008 relating to 13% Senior Secured Notes due 2013
Exhibit 4.3
MGM RESORTS INTERNATIONAL
and
THE GUARANTORS NAMED HEREIN
and
U.S. BANK NATIONAL ASSOCIATION, as Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of December 18, 2012
to
Indenture, dated as of November 14, 2008
relating to
13% Senior Secured Notes due 2013
THIS SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”) is dated as of December 18, 2012, by and among MGM Resorts International, a Delaware corporation (the “Company”), the Guarantors named on the signature pages hereto and U.S. Bank National Association, as trustee (the “Trustee”).
RECITALS
A. The Company, the Guarantors and the Trustee have executed and delivered an Indenture dated as of November 14, 2008 (as supplemented by the First Supplemental Indenture, dated as of June 15, 2009, among the Company, the Guarantors and the Trustee, the “Indenture”), providing for the issuance of the Company’s 13% Senior Secured Notes due 2013 (the “Notes”).
B. The Company has been soliciting consents to the Indenture upon the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement dated December 6, 2012 (the “Statement”) and the related consent and letter of transmittal that applies to the Notes.
C. Pursuant to and in accordance with Section 9.01 of the Indenture, the Company has obtained, on or prior to the date hereof, the consent of a majority in aggregate principal amount of the outstanding Notes (excluding any Notes owned by the Company or its affiliates) voting as one class to the amendments to the Indenture set forth in this Second Supplemental Indenture.
NOW, THEREFORE, for and in consideration of the foregoing premises, the Company, the Guarantors and the Trustee mutually covenant and agree as follows:
ARTICLE I
Section 1.1 Deletion of Definitions and Related References.
Article I of the Indenture is hereby amended to delete in their entirety all terms and their respective definitions for which all references in the Indenture are eliminated as a result of the amendments set forth in Article II of this Second Supplemental Indenture.
ARTICLE II
Section 2.1 Amendments to Articles IV, V and VI.
Subject to Section 3.5 hereof, the Indenture is hereby amended by deleting the following provisions of the Indenture and all references thereto in their entirety and inserting in lieu thereof the phrase “Intentionally Omitted”:
· Section 4.02 Reports
· Section 4.03 Officer’s Certificate as to Compliance
· Section 4.04 Maintenance of Office or Agency
· Section 4.05 Money for Notes; Payments to be Held in Trust
· Section 4.06 Corporate Existence
· Section 4.07 Subsidiary Guarantee
· Section 4.08 Further Assurances and Gaming Approval
· Section 4.09 Change of Control
· Section 4.10 Non-Collateral Asset Sales
· Section 4.11 Collateral Asset Sales
· Section 4.12 Event of Loss
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· Section 4.13 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
· Section 4.14 Limitation on Liens
· Section 4.15 Limitation on Sale and Leaseback Transactions
· Section 4.16 Limitation on Restricted Payments
· Section 4.17 Limitation on Layered Indebtedness
· Section 4.18 Transactions with Affiliates
· Section 4.19 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
· Section 4.20 Designation of Restricted and Unrestricted Subsidiaries
· Section 4.21 Insurance
· Section 4.22 Payments for Consent
· Section 4.23 Suspension of Covenants
· Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets (clauses (a), (b), (c), (e) and (f))
· Section 5.02 Merger, Consolidation or Sale of All or Substantially All Assets of Subsidiary Guarantors
· Section 6.01 Events of Default (clauses (c), (d), (e) and (j))
Section 2.2 Amendments to Notes.
Subject to Section 3.5 hereof, the Notes are hereby amended by deleting the following provisions of the Notes and all references thereto in their entirety and inserting in lieu thereof the phrase “Intentionally Omitted”:
· Section 7. Purchase Upon a Change of Control;
· Section 8. Non-Collateral Asset Sales
· Section 9. Collateral Asset Sales
· Section 10. Events of Loss
ARTICLE III
MISCELLANEOUS
Section 3.1 Definitions.
Capitalized terms used but not defined in this Second Supplemental Indenture shall have the meanings ascribed thereto in the Indenture.
Section 3.2 Confirmation of Indenture.
Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed, and all the terms thereof shall remain in full force and effect. This Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby, and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict, the provisions of this Second Supplemental Indenture shall control.
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Section 3.3 Concerning the Trustee.
In carrying out the Trustee’s responsibilities hereunder, the Trustee shall have all of the rights, protections and immunities which it possesses under the Indenture. The Trustee assumes no responsibility for the correctness of the recitals contained herein, which are deemed to be those of the Company and not of the Trustee. The Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture.
Section 3.4 Governing Law.
THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEVADA.
Section 3.5 Effectiveness.
The provisions of this Second Supplemental Indenture shall be effective immediately upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the provisions of Article II of this Second Supplemental Indenture shall become operative only upon the acceptance for purchase by the Company of at least a majority in principal amount of the outstanding Notes (excluding any Notes owned by the Company or its affiliates) pursuant to the Statement.
Section 3.6 Counterpart Originals.
The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy will be an original, but all of them together represent the same agreement.
Section 3.7 Severability.
In case any provision in this Second Supplemental Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
Section 3.8 Effect of Headings.
The Section headings herein have been inserted for convenience of reference only, are not to be considered a part of this Second Supplemental Indenture and will in no way modify or restrict any of the terms or provisions hereof.
Section 3.9 Successors.
All agreements of the Company and the Guarantors in this Second Supplemental Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Second Supplemental Indenture shall bind its successors.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date first above written.
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| MGM Resorts International | |
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| By: | /s/ John M. McManus |
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| Name: | John M. McManus |
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| Title: | Executive Vice President, |
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| General Counsel, and Secretary |
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| U.S. BANK NATIONAL ASSOCIATION, as Trustee | |
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| By: | /s/ Raymond S. Haverstock |
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| Name: | Raymond S. Haverstock |
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| Title | Vice President |
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SUBSIDIARY GUARANTORS:
1 350 LEASING COMPANY I, LLC, a Nevada limited liability company
2. 350 LEASING COMPANY II, LLC, a Nevada limited liability company
3. 450 LEASING COMPANY I, LLC, a Nevada limited liability company
4. 550 LEASING COMPANY I, LLC, a Nevada limited liability company
5. 550 LEASING COMPANY II, LLC, a Nevada limited liability company
6. AC HOLDING CORP., a Nevada corporation
7. AC HOLDING CORP. II, a Nevada corporation
8. ARIA RESORT & CASINO, LLC, a Nevada limited liability company
9. BEAU RIVAGE RESORTS, INC., a Mississippi corporation
10. BELLAGIO, LLC, a Nevada limited liability company
11. BUNGALOW, INC., a Mississippi corporation
12. CIRCUS CIRCUS CASINOS, INC., a Nevada corporation
13. MGM RESORTS MISSISSIPPI, INC., a Mississippi corporation
14. CITYCENTER FACILITIES MANAGEMENT, LLC, a Nevada limited liability company
15. CITYCENTER REALTY CORPORATION, a Nevada corporation
16. DESTRON, INC., a Nevada corporation
17. DIAMOND GOLD, INC., a Nevada corporation
18. GALLEON, INC., a Nevada corporation
19. GOLD STRIKE FUEL COMPANY, LLC, a Nevada limited liability company
20. GOLD STRIKE L.V., a Nevada partnership
By: Diamond Gold Inc., a Nevada corporation, Partner
By: M.S.E. Investments, Incorporated, a Nevada corporation, Partner
21. GRAND LAUNDRY, INC., a Nevada corporation
22. IKM MGM MANAGEMENT, LLC, a Nevada limited liability company
23. IKM MGM, LLC, a Nevada limited liability company
24. JEAN DEVELOPMENT COMPANY, LLC, a Nevada limited liability company
25. JEAN DEVELOPMENT NORTH, LLC, a Nevada limited liability company
26. JEAN DEVELOPMENT WEST, LLC, a Nevada limited liability company
27. JEAN FUEL COMPANY WEST, LLC, a Nevada limited liability company
28. LV CONCRETE CORP., a Nevada corporation
29. M.I.R. TRAVEL, a Nevada corporation
30. M.S.E. INVESTMENTS, INCORPORATED, a Nevada corporation
31. MAC, CORP., a New Jersey corporation
32. MANDALAY CORP., a Nevada corporation
33. MANDALAY EMPLOYMENT, LLC, a Nevada limited liability company
34. MANDALAY MARKETING AND EVENTS, a Nevada corporation
35. MANDALAY PLACE, a Nevada corporation
36. MANDALAY RESORT GROUP, a Nevada corporation
37. METROPOLITAN MARKETING, LLC, a Nevada limited liability company
38. MGM SPRINGFIELD, LLC, a Massachusetts limited liability company
39. MGM GRAND ATLANTIC CITY, INC., a New Jersey corporation
40. MGM GRAND CONDOMINIUMS, LLC, a Nevada limited liability company
41. MGM GRAND CONDOMINIUMS II, LLC, a Nevada limited liability company
42. MGM GRAND CONDOMINIUMS III, LLC, a Nevada limited liability company
43. MGM GRAND CONDOMINIUMS EAST-TOWER I, LLC, a Nevada limited liability company
44. MGM GRAND DETROIT, INC., a Delaware corporation
45. MGM GRAND HOTEL, LLC, a Nevada limited liability company
46. MGM RESORTS ADVERTISING, INC., a Nevada corporation
47. MGM RESORTS AIRCRAFT HOLDINGS, LLC, a Nevada limited liability company
48. MGM RESORTS INTERNATIONAL DESIGN, a Nevada corporation
49. MGM RESORTS ENTERTAINMENT AND SPORTS, a Nevada corporation
50. MGM HOSPITALITY, LLC, a Nevada limited liability company
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51. MGM INTERNATIONAL, LLC, a Nevada limited liability company
52. MGM RESORTS INTERNATIONAL MARKETING, INC., a Nevada corporation
53. MGM RESORTS LAND HOLDINGS, LLC, a Nevada limited liability company
54. MGM RESORTS MANAGEMENT AND TECHNICAL SERVICES, LLC, a Nevada limited liability company
55. MGM RESORTS MANUFACTURING CORP., a Nevada corporation
56. MGM RESORTS ONLINE, LLC, a Nevada limited liability company
57. MGM RESORTS INTERNATIONAL OPERATIONS, INC., a Nevada corporation
58. MGM RESORTS RETAIL, a Nevada corporation
59. MH, INC., a Nevada corporation
60. MIRAGE LAUNDRY SERVICES CORP., a Nevada corporation
61. MIRAGE LEASING CORP., a Nevada corporation
62. MIRAGE RESORTS, INCORPORATED, a Nevada corporation
63. MMNY LAND COMPANY, INC., a New York corporation
64. MRGS, LLC, a Nevada limited liability company
65. NEVADA LANDING PARTNERSHIP, an Illinois partnership
By: Diamond Gold Inc., a Nevada corporation, Partner
By: M.S.E. Investments, Incorporated, a Nevada corporation, Partner
66. NEW CASTLE CORP., a Nevada corporation
67. NEW PRMA LAS VEGAS, INC., a Nevada corporation
68. NEW YORK-NEW YORK HOTEL & CASINO, LLC, a Nevada limited liability company
69. NEW YORK-NEW YORK TOWER, LLC, a Nevada limited liability company
70. OE PUB, LLC, a Nevada limited liability company
71. PRMA LAND DEVELOPMENT COMPANY, a Nevada corporation
72. PRMA, LLC, a Nevada limited liability company
73. PROJECT CC, LLC, a Nevada limited liability company
74. RAILROAD PASS INVESTMENT GROUP LLC, a Nevada limited liability company
75. RAMPARTS, INC., a Nevada corporation
76. SIGNATURE TOWER I, LLC, a Nevada limited liability company
77. SIGNATURE TOWER 2, LLC, a Nevada limited liability company
78. SIGNATURE TOWER 3, LLC, a Nevada limited liability company
79. THE CRYSTALS AT CITYCENTER MANAGEMENT, LLC, a Nevada limited liability company
80. THE SIGNATURE CONDOMINIUMS, LLC, a Nevada limited liability company
81. THE MIRAGE CASINO-HOTEL, a Nevada corporation
82. TOWER B, LLC, a Nevada limited liability company
83. TOWER C, LLC, a Nevada limited liability company
84. VDARA CONDO HOTEL, LLC, a Nevada limited liability company
85. VENDIDO, LLC, a Nevada limited liability company
86. VICTORIA PARTNERS, a Nevada partnership
By: MRGS LLC, a Nevada limited liability company, Partner
By: Gold Strike L.V., a Nevada partnership, Partner
87. VIDIAD, a Nevada corporation
88. VINTAGE LAND HOLDINGS, LLC, a Nevada limited liability company
89. VINTAGE LAND HOLDINGS II, LLC, a Nevada limited liability company
90. MGM RESORTS AVIATION CORP., a Nevada corporation
91. MGM RESORTS CORPORATE SERVICES, a Nevada corporation
92. MGM RESORTS DEVELOPMENT LLC, a Nevada limited liability company
93. MGM RESORTS INTERNATIONAL GLOBAL GAMING DEVELOPMENT, LLC, a Nevada limited liability company
94. MGM RESORTS MACAO, LLC, a Nevada limited liability company
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| By: | /s/ John M. McManus |
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| Name: | John M. McManus |
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| Title: | Secretary or Attorney-in-Fact, |
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| as applicable, of each of the foregoing |
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