First Supplemental Indenture (2006)Full Document 

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MGM MIRAGE
7.625% Notes due 2017
FIRST SUPPLEMENTAL INDENTURE
Dated as of December 21, 2006
U.S. BANK NATIONAL ASSOCIATION,
Trustee
 
 
 

 


 

TABLE OF CONTENTS
         
    Page  
ARTICLE I DEFINITIONS
    1  
SECTION 1.01 DEFINITIONS
    1  
ARTICLE II CERTAIN TERMS AND ISSUANCE OF THE NOTES
    4  
SECTION 2.01. DESIGNATION OF NOTES
    4  
SECTION 2.02. AGGREGATE INITIAL PRINCIPAL AMOUNT
    4  
SECTION 2.03. FORM; PAYMENT OF INTEREST AND PRINCIPAL ON NOTES; CUSIP
    4  
SECTION 2.04. ISSUANCE OF ADDITIONAL NOTES
    4  
ARTICLE III OPTIONAL REDEMPTION
    5  
ARTICLE IV ADDITIONAL COVENANTS
    6  
SECTION 4.01. WAIVER OF CERTAIN COVENANTS
    6  
SECTION 4.02. GUARANTEE
    6  
SECTION 4.03. LIMITATION ON LIENS
    7  
SECTION 4.04. LIMITATION ON SALE AND LEASEBACK TRANSACTIONS
    9  
ARTICLE V ADDITIONAL EVENTS OF DEFAULT
    9  
ARTICLE VI ADDITIONAL TRUSTEE PROVISION
    10  
ARTICLE VII SUPPLEMENTAL INDENTURE
    10  
ARTICLE VIII ADDITIONAL GUARANTEE PROVISIONS
    10  
SECTION 8.01. WAIVER
    10  
SECTION 8.02. CONTRIBUTION
    10  
ARTICLE IX MISCELLANEOUS
    10  
SECTION 9.01. NOTICE
    10  
SECTION 9.02. AMENDMENT AND SUPPLEMENT
    11  

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    Page  
SECTION 9.03. CONFLICTS
    11  
SECTION 9.04. GOVERNING LAW
    11  
SECTION 9.05. COUNTERPARTS
    11  
SECTION 9.06. RATIFICATION
    11  
SECTION 9.07. SEVERABILITY
    12  
     
Exhibits
 
EXHIBIT A -
   
FORM OF GLOBAL NOTE
 
EXHIBIT B -
   
FORM OF NOTATION OF GUARANTEE
 
EXHIBIT C -
   
FORM OF INSTRUMENT OF JOINDER

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     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:
ARTICLE I
DEFINITIONS
     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.

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