(a Delaware corporation)
$750,000,000 7.50% Senior Notes due 2016
May 8, 2007
Citigroup Global Markets Inc.
as Representative of the several Underwriters
c/o Citigroup Global Markets Inc.
390 Greenwich Street
New York, NY 10013
Ladies and Gentlemen:
MGM MIRAGE, a Delaware corporation (the “Company”), confirms its agreement with Citigroup Global Markets Inc. (“Citi”) 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 Citi 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 7.50% Senior Notes due 2016 (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.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.”