EXHIBIT 4(12)
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE is made and entered into as of September
30, 2000 by and among MGM MIRAGE, a Delaware corporation ("MGM MIRAGE"), as
issuer, BELLAGIO MERGER SUB LLC, a Nevada limited liability company (the
"Successor Company"), as subsidiary guarantor and successor by merger to
BELLAGIO, a Nevada corporation (the "Merging Entity"), and The Bank of New York,
as trustee ("the "Trustee") under the Indenture (as defined below). Capitalized
terms not defined herein shall have the same meaning as those ascribed to them
in the Indenture (as defined below).
RECITALS
WHEREAS, MGM MIRAGE, certain of the subsidiaries of MGM MIRAGE, including
the Merging Entity, as subsidiary guarantors, and the Trustee entered into that
certain Indenture, dated as of May 31, 2000 (as amended and/or supplemented, the
"Indenture");
WHEREAS, pursuant to that certain Articles of Merger, dated September 28,
2000, by and between the Successor Company and the Merging Entity, the Merging
Entity is being merged with and into the Successor Company on September 30, 2000
(the "Merger"), and immediately following the Merger, MGM MIRAGE will be the
sole member of the Successor Company;
WHEREAS, the Successor Company, as the surviving entity in the Merger, has
taken all necessary limited liability company action to duly authorize the
execution and delivery of this Supplemental Indenture; and
WHEREAS, the Successor Company is delivering to the Trustee, concurrently
herewith, the documents required by the Indenture in connection with the Merger
and this Supplemental Indenture;
NOW, THEREFORE, in consideration of good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree, for
the benefit of each other and the holders of the Notes, as follows:
ARTICLE I
ASSUMPTION OF OBLIGATIONS
SECTION 1.01 The Successor Company hereby expressly assumes all of the
obligations of the Merging Entity under the Guarantee and the Indenture upon the
effectiveness of the Merger.
ARTICLE II
CONCERNING THE TRUSTEE
SECTION 2.01 The Trustee hereby accepts the trusts hereby declared and
provided and agrees to perform the same upon the terms and conditions set forth
in the Indenture and in this Supplemental
Indenture, including the terms and provisions defining and limiting the
liabilities in the performance of the trust created by the Indenture, as
supplemented by this Supplemental Indenture.
SECTION 2.02 The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplemental Indenture
or the due execution hereof by the Successor Company.
ARTICLE III
MISCELLANEOUS
SECTION 3.01 Upon the execution and delivery of this Supplemental Indenture
by the Successor Company and the Trustee, the Indenture shall be supplemented in
accordance herewith, and this Supplemental Indenture shall form a part of the
Indenture for all purposes, and every holder of Notes heretofore or hereafter
authenticated and delivered under the Indenture shall be bound thereby.
SECTION 3.02 The Trustee may place an appropriate notation about the
Supplemental Indenture on any Note authenticated after the execution and
delivery of this Supplemental Indenture. MGM MIRAGE may, in its sole discretion,
issue in exchange for all outstanding Notes, and the Trustee shall then
authenticate, new Notes that reflect the Supplemental Indenture.
SECTION 3.03 Except as modified herein, the Indenture is in all respects
confirmed and preserved, and all provisions of the Indenture shall remain in
full force and effect.
SECTION 3.04 This Supplemental Indenture may be executed in any number of
counterparts, and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument.
SECTION 3.05 This Supplemental Indenture shall be governed by and construed
in accordance with the internal laws of the State of Nevada, without regard to
the conflicts of laws rules thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be executed as of the day and year first above written.
MGM MIRAGE,
AS ISSUER
By: XXXXX XXXXXXXX
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Name: Xxxxx Xxxxxxxx
Title: Secretary/Treasurer
BELLAGIO MERGER SUB LLC,
AS SUBSIDIARY GUARANTOR
By: MGM MIRAGE
By: XXXXX XXXXXXXX
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Name: Xxxxx Xxxxxxxx
Title: Secretary/Treasurer
THE BANK OF NEW YORK,
AS TRUSTEE
By: XXXXXX XXXXXXXXXX
-----------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Assistant Treasurer
