FIRST SUPPLEMENTAL INDENTURE
Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture (this “First Supplemental Indenture”), dated as of April 18, 2012, among MGM Resorts International (f/k/a MGM MIRAGE), a Delaware corporation (the “Company”), the Subsidiary Guarantors party hereto (the “Subsidiary Guarantors”) and U.S. Bank National Association, as Trustee (the “Trustee”). Capitalized terms used herein have the meanings ascribed thereto in the Indenture (as defined below) unless defined herein.
W I T N E S S E T H
WHEREAS, the Company and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of May 19, 2009, providing for the issuance of $650 million aggregate principal amount of 10.375% Senior Secured Notes due 2014 and $850 million aggregate principal amount of 11.125% Senior Secured Notes due 2017 (collectively, the “Notes”);
WHEREAS, Section 9.01 of the Indenture provides, among other things, that the Indenture and the Notes may be amended or supplemented in the manner contemplated by Article I hereof with the consent of the Holders (as defined in the Indenture) of at least a majority in aggregate principal amount of the then outstanding Notes;
WHEREAS, the Company solicited, and has received, consents upon the terms and subject to the conditions set forth in the Consent Solicitation Statement dated April 11, 2012 (the “Consent Solicitation Statement”), from Holders representing at least a majority in aggregate principal amount of its outstanding Notes to the amendment contemplated hereby;
WHEREAS, it is provided in Section 9.03 of the Indenture that a supplemental indenture becomes effective in accordance with its terms and thereafter binds every Holder; and
WHEREAS, the Company and the Subsidiary Guarantors desire to execute this First Supplemental Indenture embodying the modifications of the Indenture made and approved as aforesaid and have requested the Trustee to execute this First Supplemental Indenture pursuant to Section 9.02 of the Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree as follows:
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ARTICLE I
AMENDMENT TO INDENTURE
Section 1.01 of the Indenture is hereby amended by deleting in its entirety the definition of the term “Change of Control” set forth therein and replacing it with the following:
“Change of Control” means the occurrence of any of the following:
(a) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transaction, of all or substantially all of the assets and properties of the Company and its Restricted Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to Tracinda and its Affiliates;
(b) the adoption of a plan relating to the liquidation or dissolution of either the Company or any successor thereto;
(c) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that (i) any “person” (as defined in clause (a) above), other than Tracinda and any of its Affiliates, becomes the Beneficial Owner directly or indirectly, of more than 35% of the outstanding Voting Stock of the Company, measured by voting power rather than number of Equity Interests, and (ii) Tracinda does not own a greater percentage of the outstanding Voting Stock of the Company than the percentage of the outstanding Voting Stock of the Company owned by such “person”, measured by voting power rather than number of Equity Interests, and does not by contract or otherwise possess the power to vote or direct the voting of the amount of Voting Stock necessary to elect a majority of the Board of Directors;
(d) the first day on which a majority of the members of the Board of Directors are not Continuing Directors; or
(e) the Company consolidates with, or merges with or into, any Person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets and properties to any Person, or any Person consolidates with, or mergers with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Company outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance).
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ARTICLE II
CONDITIONS; EFFECTIVENESS
This First Supplemental Indenture shall become effective upon its execution and delivery by the Company, the Subsidiary Guarantors and the Trustee.
ARTICLE III
MISCELLANEOUS
Section 3.01. COUNTERPARTS. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this First Supplemental Indenture.
Section 3.02. GOVERNING LAW. This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of Nevada but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. Each of the parties hereto agrees to submit to the jurisdiction of the courts of the state of Nevada in any action or proceeding arising out of or relating to this First Supplemental Indenture.
Section 3.03. SUCCESSORS. All agreements of the Company and each Subsidiary Guarantor in this First Supplemental Indenture shall bind their successors. All agreements of the Trustee in this First Supplemental Indenture shall bind its successors.
Section 3.04. SEVERABILITY. In case any one or more of the provisions in this First Supplemental Indenture shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.
Section 3.05. HEADINGS. The headings of the Articles and Sections of this First Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this First 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 |
| 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. | CITYCENTER FACILITIES MANAGEMENT, LLC, a Nevada limited liability company |
| 14. | CITYCENTER REALTY CORPORATION, a Nevada corporation |
| 15. | DESTRON, INC., a Nevada corporation |
| 16. | DIAMOND GOLD, INC., a Nevada corporation |
| 17. | GALLEON, INC., a Nevada corporation |
| 18. | GOLD STRIKE FUEL COMPANY, LLC, a Nevada limited liability company |
| 19. | GOLD STRIKE L.V., a Nevada partnership |
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| By: Diamond Gold Inc., a Nevada corporation, Partner |
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| By: M.S.E. Investments, Incorporated, a Nevada corporation, Partner |
| 20. | GRAND LAUNDRY, INC., a Nevada corporation |
| 21. | IKM MGM MANAGEMENT, LLC, a Nevada limited liability company |
| 22. | IKM MGM, LLC, a Nevada limited liability company |
| 23. | JEAN DEVELOPMENT COMPANY, LLC, a Nevada limited liability company |
| 24. | JEAN DEVELOPMENT NORTH, LLC, a Nevada limited liability company |
| 25. | JEAN DEVELOPMENT WEST, LLC, a Nevada limited liability company |
| 26. | JEAN FUEL COMPANY WEST, LLC, a Nevada limited liability company |
| 27. | LV CONCRETE CORP., a Nevada corporation |
| 28. | M.I.R. TRAVEL, a Nevada corporation |
| 29. | M.S.E. INVESTMENTS, INCORPORATED, a Nevada corporation |
| 30. | MAC, CORP., a New Jersey corporation |
| 31. | MANDALAY CORP., a Nevada corporation |
| 32. | MANDALAY EMPLOYMENT, LLC, a Nevada limited liability company |
| 33. | MANDALAY MARKETING AND EVENTS, a Nevada corporation |
| 34. | MANDALAY PLACE, a Nevada corporation |
| 35. | MANDALAY RESORT GROUP, a Nevada corporation |
| 36. | METROPOLITAN MARKETING, LLC, a Nevada limited liability company |
| 37. | MGM BRIMFIELD, LLC, a Massachusetts limited liability company |
| 38. | MGM GRAND ATLANTIC CITY, INC., a New Jersey corporation |
| 39. | MGM GRAND CONDOMINIUMS, LLC, a Nevada limited liability company |
| 40. | MGM GRAND CONDOMINIUMS II, LLC, a Nevada limited liability company |
| 41. | MGM GRAND CONDOMINIUMS III, LLC, a Nevada limited liability company |
| 42. | MGM GRAND CONDOMINIUMS EAST-TOWER I, LLC, a Nevada limited liability company |
| 43. | MGM GRAND DETROIT, INC., a Delaware corporation |
| 44. | MGM GRAND HOTEL, LLC, a Nevada limited liability company |
| 45. | MGM RESORTS ADVERTISING, INC., a Nevada corporation |
| 46. | MGM RESORTS AIRCRAFT HOLDINGS, LLC, a Nevada limited liability company |
| 47. | MGM RESORTS AVIATION CORP., a Nevada corporation |
| 48. | MGM RESORTS CORPORATE SERVICES, a Nevada corporation |
| 49. | MGM RESORTS DEVELOPMENT LLC, a Nevada limited liability company |
| 50. | MGM RESORTS INTERNATIONAL DESIGN, a Nevada corporation |
| 51. | MGM RESORTS INTERNATIONAL GLOBAL GAMING DEVELOPMENT, LLC, a Nevada limited liability company |
| 52. | MGM RESORTS ENTERTAINMENT AND SPORTS, a Nevada corporation |
| 53. | MGM HOSPITALITY, LLC, a Nevada limited liability company |
| 54. | MGM INTERNATIONAL, LLC, a Nevada limited liability company |
| 55. | MGM RESORTS INTERNATIONAL MARKETING, INC., a Nevada corporation |
| 56. | MGM RESORTS LAKE CHARLES, LLC, a Louisiana limited liability company |
| 57. | MGM RESORTS LAND HOLDINGS, LLC, a Nevada limited liability company |
| 58. | MGM RESORTS MANAGEMENT AND TECHNICAL SERVICES, LLC, a Nevada limited liability company |
| 59. | MGM RESORTS MANUFACTURING CORP., a Nevada corporation |
| 60. | MGM RESORTS MISSISSIPPI, INC., a Mississippi corporation |
| 61. | MGM RESORTS ONLINE, LLC, a Nevada limited liability company |
| 62. | MGM RESORTS INTERNATIONAL OPERATIONS, INC., a Nevada corporation |
| 63. | MGM RESORTS RETAIL, a Nevada corporation |
| 64. | MH, INC., a Nevada corporation |
| 65. | MIRAGE LAUNDRY SERVICES CORP., a Nevada corporation |
| 66. | MIRAGE LEASING CORP., a Nevada corporation |
| 67. | MIRAGE RESORTS, INCORPORATED, a Nevada corporation |
| 68. | MMNY LAND COMPANY, INC., a New York corporation |
| 69. | MRGS, LLC, a Nevada limited liability company |
| 70. | NEVADA LANDING PARTNERSHIP, an Illinois partnership |
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| By: Diamond Gold Inc., a Nevada corporation, Partner |
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| By: M.S.E. Investments, Incorporated, a Nevada corporation, Partner |
| 71. | NEW CASTLE CORP., a Nevada corporation |
| 72. | NEW PRMA LAS VEGAS, INC., a Nevada corporation |
| 73. | NEW YORK-NEW YORK HOTEL & CASINO, LLC, a Nevada limited liability company |
| 74. | NEW YORK-NEW YORK TOWER, LLC, a Nevada limited liability company |
| 75. | OE PUB, LLC, a Nevada limited liability company |
| 76. | PRMA LAND DEVELOPMENT COMPANY, a Nevada corporation |
| 77. | PRMA, LLC, a Nevada limited liability company |
| 78. | PROJECT CC, LLC, a Nevada limited liability company |
| 79. | RAILROAD PASS INVESTMENT GROUP LLC, a Nevada limited liability company |
| 80. | RAMPARTS, INC., a Nevada corporation |
| 81. | SIGNATURE TOWER I, LLC, a Nevada limited liability company |
| 82. | SIGNATURE TOWER 2, LLC, a Nevada limited liability company |
| 83. | SIGNATURE TOWER 3, LLC, a Nevada limited liability company |
| 84. | THE CRYSTALS AT CITYCENTER MANAGEMENT, LLC, a Nevada limited liability company |
| 85. | THE SIGNATURE CONDOMINIUMS, LLC, a Nevada limited liability company |
| 86. | THE MIRAGE CASINO-HOTEL, a Nevada corporation |
| 87. | TOWER B, LLC, a Nevada limited liability company |
| 88. | TOWER C, LLC, a Nevada limited liability company |
| 89. | VDARA CONDO HOTEL, LLC, a Nevada limited liability company |
| 90. | VENDIDO, LLC, a Nevada limited liability company |
| 91. | VICTORIA PARTNERS, a Nevada partnership |
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| By: MRGS LLC, a Nevada limited liability company, Partner |
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| By: Gold Strike L.V., a Nevada partnership, Partner |
| 92. | VIDIAD, a Nevada corporation |
| 93. | VINTAGE LAND HOLDINGS, LLC, a Nevada limited liability company |
| 94. | VINTAGE LAND HOLDINGS II, LLC, a Nevada limited liability company |
[The remainder of this page is intentionally left blank.
Signature on the following page.]
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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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| U.S. BANK NATIONAL ASSOCIATION, | |
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| as Trustee | |
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| By: | /s/ Raymond Haverstock |
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| Name: Raymond Haverstock |
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| Title: Vice President |
