FIRST SUPPLEMENTAL INDENTURE dated as of September 9, 2005 (this “Supplemental Indenture”), among MGM MIRAGE, a Delaware corporation (the “Company”), the Subsidiary Guarantors party hereto, and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), having its Corporate Trust Office at 60 Livingston Avenue, St. Paul, MN 55107-1419.
WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have entered into an Indenture dated as of June 20, 2005 (the “Indenture”), providing for the initial issuance of $500,000,000 aggregate principal amount of the Company’s 6.625% Senior Notes due 2015 (the “Initial 6.625% Notes”);
WHEREAS, the Company desires and has requested that the Trustee join it in the execution and delivery of this Supplemental Indenture in order to establish and provide for the issuance by the Company of an additional $375,000,000 aggregate principal amount of 6.625% Notes due 2015 (the “Additional 6.625% Notes”);
WHEREAS, Section 2.14 of the Indenture provides for the issuance of Additional Notes and Section 9.01(m) of the Indenture permits supplementing the Indenture to establish a series of Additional Notes without the consent of any Holders;
WHEREAS, the Additional 6.625% Notes shall constitute Additional Notes pursuant to the Indenture;
WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this Supplemental Indenture have been complied with; and
WHEREAS, all things necessary to make this Supplemental Indenture a valid supplement to the Indenture pursuant to its terms and the terms of the Indenture have been done.
NOW, THEREFORE, the parties hereto agree as follows:
GENERAL TERMS AND CONDITIONS OF THE ADDITIONAL 6.625% NOTES
SECTION 1.01. DESIGNATION OF NOTES.
The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Additional 6.625% Notes and shall not apply to any other Notes that have been or may be issued under the Indenture unless a supplemental indenture with respect to such other Notes specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby designated an additional $375,000,000 aggregate principal amount of the series of Notes under the Indenture entitled “6.625% Notes due 2015.” The Additional 6.625% Notes shall be evidenced by one or more Global Notes in the form of Exhibit A hereto. The Additional 6.625% Notes shall have the same terms, including without limitation, the same maturity date, interest rate, redemption and other provisions and interest payment dates as the Initial 6.625% Notes, and will be part of the same series as the Initial 6.625% Notes. For all purposes under the Indenture, the term “Notes” shall include the Initial 6.625% Notes and the Additional 6.625% Notes.
SECTION 1.02. OTHER TERMS OF THE NOTES.
(a) General. Without limiting the foregoing provisions of this Article I, the terms of the Additional 6.625% Notes shall be as set forth in the form of Notes set forth in Exhibit A hereto and as provided in the Indenture, as supplemented by this Supplemental Indenture.