Underwriting Agreement (2006)Full Document 

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                                   MGM MIRAGE
                            (a Delaware corporation)

                          7.625% Senior Notes Due 2017

                             UNDERWRITING AGREEMENT

Dated: December 13, 2006



                                TABLE OF CONTENTS

                             UNDERWRITING AGREEMENT



                                                                            Page
                                                                            ----
                                                                         
SECTION 1.  Representations and Warranties by the Company and Subsidiary
               Guarantors................................................     3
SECTION 2.  Sale and Delivery to Underwriters; Closing...................    12
SECTION 3.  Covenants of the Company.....................................    13
SECTION 4.  Payment of Expenses..........................................    17
SECTION 5.  Conditions of Underwriters' Obligations......................    17
SECTION 6.  Indemnification..............................................    20
SECTION 7.  Representations, Warranties and Agreements to Survive
               Delivery..................................................    24
SECTION 8.  Termination of Agreement.....................................    24
SECTION 9.  Default by One or More of the Underwriters...................    24
SECTION 10. Notices......................................................    25
SECTION 11. Parties......................................................    25
SECTION 12. Governing Law and Time.......................................    25
SECTION 13. Effect of Headings...........................................    26
SECTION 14. Agreement Regarding Tracinda.................................    26
SECTION 15. No Fiduciary Responsibility..................................    26
SECTION 16. Entire Agreement.............................................    26




                                   MGM MIRAGE
                            (A DELAWARE CORPORATION)

                    $750,000,000 7.625% Senior Notes due 2017

                             UNDERWRITING AGREEMENT

                                December 13, 2006

Barclays Capital Inc.

     as Representative of the several Underwriters

c/o Barclays Capital Inc.
200 Park Avenue
New York, New York 10166

Ladies and Gentlemen:

     MGM MIRAGE, a Delaware corporation (the "COMPANY"), confirms its agreement
with Barclays Capital Inc. ("BARCLAYS") and each of the other Underwriters named
in Schedule A hereto (collectively, the "UNDERWRITERS," which term shall also
include any underwriter substituted as hereinafter provided in Section 9
hereof), for whom Barclays is acting as representative (in such capacity, the
"REPRESENTATIVE"), with respect to the issue and sale by the Company and the
purchase by the Underwriters, acting severally and not jointly, of the
respective principal amounts set forth in Schedule A of $750,000,000 aggregate
principal amount of the Company's 7.625% Senior Notes due 2017 (the "NOTES").

     The Notes are to be issued pursuant to an indenture dated as of December
21, 2006, (the "INDENTURE") among the Company, the Subsidiary Guarantors (as
defined below) and U.S. Bank National Association, as trustee (the "TRUSTEE") as
supplemented by a supplemental indenture to be dated as of the Closing Time (as
defined below) among the Company, the Subsidiary Guarantors and the Trustee (the
"SUPPLEMENTAL INDENTURE"). The Notes will be unconditionally guaranteed by
certain subsidiaries of the Company (the "SUBSIDIARY GUARANTORS") who have
guaranteed, pursuant to guarantees included in the Indenture as supplemented by
the Supplemental Indenture (the "SUBSIDIARY GUARANTEES"), the interest and other
amounts payable on the Notes. As used herein, the term "SECURITIES" shall
include the Notes and the Subsidiary Guarantees. Notes issued in book-entry form
will be issued to Cede & Co. as nominee of The Depository Trust Company ("DTC")
pursuant to a letter agreement, to be dated on or prior to the Closing Time (the
"DTC AGREEMENT"), between the Company and DTC.

     The Company and the Subsidiary Guarantors have filed with the Securities
and Exchange Commission (the "COMMISSION") an automatic shelf registration
statement on Form S-3 (No. 333-133925), including a related base prospectus,
relating to the registration of debt and common stock of the Company (the "SHELF
SECURITIES"), including the Securities, which registration statement became
effective upon filing under Rule 462(e) of the rules and regulations of the
Commission (the "1933 ACT REGULATIONS") pursuant to the Securities Act of



1933, as amended (the "1933 ACT"). Such registration statement, at any given
time, including the amendments thereto to such time, the exhibits and any
schedules thereto at such time, the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the
documents otherwise deemed to be a part thereof or included therein by 1933 Act
Regulations, including any required information deemed to be a part thereof
pursuant to Rule 430B ("RULE 430B") of the 1933 Act Regulations is herein called
the "REGISTRATION STATEMENT" and the related prospectus covering the Shelf
Securities included in the Registration Statement at any given time, including
the amendments thereto at such time, is herein called the "BASIC PROSPECTUS."

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