FIRST SUPPLEMENTAL INDENTURE dated as of December 21, 2006 (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 December 21, 2006 (the “Base Indenture”, and as modified, supplemented or amended from time to time, including pursuant to this Supplemental Indenture, the “Indenture”), providing for the issuance from time to time of one or more series of the Company’s debt securities;
WHEREAS, Section 2.01 of the Base Indenture provides that the Company and the Trustee may enter into an indenture supplemental to the Base Indenture to establish the form or terms of debt securities of any series as permitted by Section 2.01 and Section 9.01 of the Base Indenture;
WHEREAS, the Company is entering into this Supplemental Indenture to establish the form and terms of its 7.625% Notes due January 15, 2017;
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:
SECTION 1.01 DEFINITIONS
Each term used herein has the meaning assigned to such term in the Base Indenture unless otherwise specifically defined herein, in which case the definition set forth herein shall govern the Notes issued under this Supplemental Indenture. The following terms, as used herein, have the following meanings:
“Additional Notes” means Notes issued in accordance with Section 2.04 of this Supplemental Indenture.
“Attributable Debt” with respect to any Sale and Lease-Back Transaction that is subject to the restrictions under Section 4.04 of this Supplemental Indenture, means the present value of the minimum rental payments called for during the term of the lease (including any period for which such lease has been extended), determined in accordance with generally accepted accounting principles, discounted at a rate that, at the inception of the lease, the lessee would have incurred to borrow over a similar term the funds necessary to purchase the leased assets.