FIRST SUPPLEMENTAL INDENTURE
Exhibit 10.1
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 15, 2009, 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 00 Xxxxxxxxxx
Xxxxxx, Xx. Xxxx, XX 00000-0000. Capitalized terms used herein have the meanings ascribed thereto
in the Indenture (as defined below) unless specifically defined herein.
RECITALS
WHEREAS, the Company and the Subsidiary Guarantors have heretofore executed and delivered to the
Trustee an indenture (the “Indenture”), dated as of November 14, 2008, providing for the issuance
of the Company’s 13% Senior Secured Notes due 2013 (the “Notes”);
WHEREAS, Section 9.01 of the Indenture provides, among other things, that the Indenture and the
Notes may be amended in the manner contemplated under Sections 1.1 and 1.2 hereof with the consent
of the Holders of not less than a majority in aggregate principal amount of the Notes at the time
then outstanding (the “Majority Holders”);
WHEREAS, Section 9.01(c)(i) of the Indenture provides, among other things, that the Indenture may
be amended to cure a mistake, omission, or defect therein in the manner contemplated under Sections
1.3 and 1.4 hereof without the consent of any Holder;
WHEREAS, the Company intends to amend certain provisions in the Indenture in the manner set forth
below under Article I hereof (the “Proposed Amendments”);
WHEREAS, the Majority Holders have consented to the Proposed Amendments set forth in Sections 1.1
and 1.2 hereof;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Company, the Subsidiary Guarantors and the Trustee
mutually covenant and agree as follows:
ARTICLE I
AMENDMENTS TO INDENTURE
AMENDMENTS TO INDENTURE
SECTION 1.1. Amendment to Section 1.01 of the Indenture. Section 1.01 of the Indenture is hereby
amended by deleting in its entirety the definition of the term “Non-Collateral Asset Sale” set
forth therein and replacing it with the following:
“Non-Collateral Asset Sale” means (a) the sale, conveyance, transfer or
other disposition of any assets or properties other than Collateral and
rights in respect thereof (including, without limitation, by way of a sale
and leaseback) other than in the ordinary course of business, and (b) the
issue or sale by the Company or any of its Restricted Subsidiaries of Equity
Interests of any of the Restricted Subsidiaries other than Equity Interests
that constitute Collateral, in the case of either clause (a) or (b), whether
in a single transaction or a series of related transactions that have a fair
market value (as determined in good faith by the Board of Directors and
evidenced by a certified Board Resolution delivered to the Trustee) in
excess of $250.0 million or for net cash proceeds in excess of $250.0
million. Notwithstanding the foregoing: (a) a transfer of assets or
properties by the Company to a Restricted Subsidiary or by a Restricted
Subsidiary to the Company or to another Restricted Subsidiary; (b) an
issuance of Equity Interests by a Restricted Subsidiary to the Company or to
another Restricted Subsidiary; (c) a Restricted Payment or a Permitted
Investment that is permitted by Section 4.16; (d) a disposition of cash or
Cash Equivalents; (e) a disposition of either obsolete equipment or
equipment that is damaged, worn out or otherwise no longer useful in the
business; (f) any Sale and
Leaseback Transaction involving an asset (other than a Gaming Facility) in
respect of which Sale and Leaseback Transaction less than $250.0 million of
Attributable Debt is incurred; (g) any surrender or waiver of contract
rights or a settlement, release or surrender of contract, tort or other
claims of any kind or a grant of any Lien not prohibited by the terms of
this Indenture; (h) like kind exchanges of properties where such properties
have substantially equivalent fair market values (as determined in good
faith by the Company or, if such fair market values is $250.0 million or
more, the Board of Directors and in such case evidenced by the delivery to
the Trustee of a certified copy of Board Resolutions documenting such
determination) and (i) any sale, conveyance, transfer or other disposition
made pursuant to that certain Purchase Agreement, dated December 13, 2008
and amended on March 12, 2009, by and among The Mirage Casino-Hotel,
Treasure Island Corp., and Xxxxxx Acquisition, LLC shall in each case not be
considered a Non-Collateral Asset Sale.
SECTION 1.2. Amendment to Section 4.10 of the Indenture. Section 4.10 of the Indenture is hereby
amended by deleting it in its entirety and replacing it with the following:
SECTION 4.10 NON-COLLATERAL ASSET SALES.
(a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate a Non-Collateral Asset Sale, unless:
(i) the Company or such Restricted Subsidiary, as the case may be, receives
consideration at the time of such Non-Collateral Asset Sale at least equal to the
fair market value (as determined in good faith by the Company or, if $250.0
million or more, the Board of Directors and in such case evidenced by the delivery
to the Trustee of a certified copy of Board Resolutions documenting such
determination) of the assets or properties sold or otherwise disposed of; and
(ii) at least 75% of the consideration therefor received by the Company or
such Restricted Subsidiary, as the case may be, is in the form of cash or Cash
Equivalents; provided that the following shall be deemed to be cash for purposes
of this Section 4.10 and for no other purpose:
(A) any liabilities (as reflected in the Company’s or such Restricted
Subsidiary’s most recent balance sheet or in the footnotes thereto) of the
Company or such Restricted Subsidiary (other than liabilities that are by their
terms subordinated to the Notes or liabilities to the extent owed to the Company
or any Affiliate of the Company) that are assumed by the transferee of any such
assets or properties and for which the Company and all of its Restricted
Subsidiaries have been validly released by all applicable creditors in writing;
(B) any Indebtedness (as reflected in the Company’s or such Restricted
Subsidiary’s most recent balance sheet or in the footnotes thereto) of the
Company or such Restricted Subsidiary (other than Indebtedness that is by its
terms subordinated to the Notes or Indebtedness to the extent owed to the
Company or any Affiliate of the Company) validly released in writing in exchange
for assets of the Company or its Restricted Subsidiaries; and
(C) any securities, notes or other similar obligations received by the
Company or such Restricted Subsidiary from such transferee that are converted by
the Company or such Restricted Subsidiary into cash (to the extent of the cash
received) within 180 calendar days following the closing of such Non-Collateral
Asset Sale.
(b) Within 360 calendar days after the receipt of any Net Proceeds of any
Non-Collateral Asset Sale, the Company or such Restricted Subsidiary shall apply the
Net Proceeds from such Non-Collateral Asset Sale,
(i) to prepay, purchase, redeem or pay at maturity any Indebtedness that
ranks equally with the Notes or any Subsidiary Guarantee in right of payment
(“Pari Passu Indebtedness”) including Indebtedness outstanding pursuant to any
agreement providing for revolving Indebtedness so long as the commitment
thereunder is permanently reduced by a corresponding amount, at a price in cash in
an amount not to exceed 100% of the principal amount thereof plus accrued and
unpaid interest to the date of purchase; or
(ii) to make an offer to all Holders (the “Non-Collateral Asset Sale Offer”)
to prepay, purchase or redeem the Notes, at an offer price in cash (the
“Non-Collateral Asset Sale Payment”) equal to 100% of their principal amount plus
accrued and unpaid interest to the date of purchase subject to the right of
Holders of record on a Regular Record Date to receive interest on the relevant
Interest Payment Date in accordance with the procedures set forth in this
Indenture and the Notes; or
(iii) to make (A) an Investment in any one or more businesses; provided that
such Investment in any business is in the form of the acquisition of Capital Stock
and results in the Company or another of its Restricted Subsidiaries, as the case
may be, owning an amount of the Capital Stock of such business such that it
constitutes a Restricted Subsidiary, (B) capital expenditures or (C) acquisitions
of other long-term productive assets or properties, in each of (A), (B) and (C),
used or useful in a Similar Business;
provided that, in the case of clause (iii) above, a binding commitment entered into
not later than such 360th day shall be treated as a permitted application of the Net
Proceeds from the date of such commitment so long as the Company, or such other
Restricted Subsidiary enters into such commitment with the good faith expectation
that such Net Proceeds will be applied to satisfy such commitment within 180
calendar days of such commitment (an “Acceptable Non-Collateral Commitment”) and, in
the event any Acceptable Non-Collateral Commitment is later cancelled or terminated
for any reason before the Net Proceeds are applied in connection therewith, such Net
Proceeds are not actually so invested or paid in accordance with clause (iii) above
by the end of such 180-day period or there remain Net Proceeds after any Investment,
expenditure or acquisition made in accordance with clause (iii) above, then such
remaining Net Proceeds (if such remaining Net Proceeds exceed $1.0 million) shall be
applied in accordance with clause (i) or (ii) above; provided further that in the
case of clause (i) above, a written undertaking delivered to the Trustee not later
than such 360th day shall be treated as a permitted application of the
Net Proceeds so long as the repurchase, redemption, prepayment or repayment occurs
within 180 calendar days after the end of the 360th day.
(c) If the Company elects to make a Non-Collateral Asset Sale Offer pursuant to
clause (b)(ii) above, within 15 Business Days thereafter (or, if applicable, within
15 Business Days after the cancellation or termination of any Acceptable
Non-Collateral Commitment before the Net Proceeds are applied in connection
therewith), the Company shall send a notice describing such Non-Collateral Asset
Sale and the Non-Collateral Asset Sale Offer by first-class mail, with a copy to the
Trustee, to each Holder to the address of such Holder appearing in the Note Register
or otherwise in accordance with the procedures of the Depositary with a copy to the
Trustee, with the following information:
(i) that a Non-Collateral Asset Sale Offer is being made pursuant to this
Section 4.10 and the maximum principal amount of the Notes that may be purchased
by the Company pursuant to the Non-Collateral Asset Sale Offer;
(ii) the amount of the Non-Collateral Asset Sale Payment and the purchase
date with respect thereto, which will be no earlier than 20 Business Days nor
later than 60 calendar days from the date such notice is mailed (the
“Non-Collateral Asset Sale Payment Date”); provided that the Non-Collateral Asset
Sale Payment Date may be extended in accordance with applicable law;
(iii) that any Note not tendered or accepted for payment will remain
outstanding and continue to accrue interest;
(iv) that unless the Company defaults in the payment of the Non-Collateral
Asset Sale Payment, all Notes accepted for payment pursuant to the Non-Collateral
Asset Sale Offer will cease to accrue interest on the Non-Collateral Asset Sale
Payment Date;
(v) that Holders electing to have any Notes purchased pursuant to the
Non-Collateral Asset Sale Offer will be required to surrender such Notes, with the
form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes
completed, to the Paying Agent at the address specified in the notice prior to the
close of business on the third Business Day preceding the Non-Collateral Asset
Sale Payment Date;
(vi) that Holders will be entitled to withdraw their tendered Notes and their
election to require the Company to purchase such Notes; provided that the Paying
Agent receives, not later than the close of business on the expiration date of the
Non-Collateral Asset Sale Offer, a facsimile transmission or letter setting forth
the name of the Holder, the principal amount of Notes tendered for purchase, and a
statement that such Holder is withdrawing its tendered Notes and its election to
have such Notes purchased; and
(vii) the other instructions, as determined by the Company, consistent with
the provisions of this Section 4.10, that a Holder must follow.
(d) The Company shall comply with the requirements of Rule 14e-1 and any other
securities laws and regulations thereunder to the extent such laws or regulations
are applicable in connection with the repurchase of Notes pursuant to a
Non-Collateral Asset Sale Offer. To the extent that the provisions of any securities
laws or regulations conflict with the provisions of this Indenture, the Company will
comply with the applicable securities laws and regulations and shall not be deemed
to have breached its obligations described in this Indenture by virtue thereof.
(e) On the Non-Collateral Asset Sale Payment Date, the Company shall
(i) accept for payment such principal amount of Notes required to be
purchased under the Non-Collateral Asset Sale Offer or portions thereof properly
tendered pursuant to the Non-Collateral Asset Sale Offer,
(ii) deposit with the Paying Agent an amount equal to the aggregate
Non-Collateral Asset Sale Payment in respect of all Notes accepted for payment in
the Non-Collateral Asset Sale Offer, and
(iii) deliver, or cause to be delivered, to the Trustee for cancellation the
Notes so accepted together with an Officer’s Certificate to the Trustee stating
that such Notes or portions thereof have been tendered to, and purchased by, the
Company.
(f) Any Net Proceeds remaining after application as set forth in Section
4.10(b)(i) through (iii) may be used by the Company or any of its Restricted
Subsidiaries for general corporate purposes subject to the terms of this Indenture.
(g) If the aggregate principal amount of Notes surrendered by the Holders in
respect of a Non-Collateral Asset Sale Offer exceeds the amount of Net Proceeds or
the pro rata portion thereof available for the Non-Collateral Asset Sale Offer, as
the case may be, the Trustee shall select the Notes to be purchased on a pro rata
basis for all tendered Notes.
(h) Pending the final application of any Net Proceeds pursuant to this Section
4.10, the Company or any of its Restricted Subsidiaries may apply such Net Proceeds
temporarily to reduce
Indebtedness outstanding under a revolving credit facility or otherwise invest
such Net Proceeds in Cash Equivalents not prohibited by this Indenture.
SECTION 1.3. Additional Amendment to Section 1.01 of the Indenture. Section 1.01 of the Indenture
is hereby further amended by inserting the word “not” immediately prior to the phrase “to exceed
1.5%” in clause (n) of the definition of the term “Permitted Liens”.
SECTION 1.4. Amendment to Section 4.16 of the Indenture. Section 4.16 of the Indenture is hereby
amended by deleting it in its entirety the phrase “exceeds or would exceed” immediately after the
phrase “the aggregate amount of Restricted Payments” in clause (a)(3) thereof and replacing it with
the phrase “does not exceed or would not exceed”.
ARTICLE II
CONDITIONS; EFFECTIVENESS
CONDITIONS; EFFECTIVENESS
This Supplemental Indenture shall become effective upon its execution and delivery by the Company,
the Subsidiary Guarantors and the Trustee.
ARTICLE III
MISCELLANEOUS
MISCELLANEOUS
Section 3.01. COUNTERPARTS. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement. One signed copy is enough to prove this Supplemental Indenture.
Section 3.02. GOVERNING LAW. This Supplement Indenture shall be governed by, and construed in
accordance with, the laws of the State of Nevada but without giving effect to applicable principles
of conflicts of law to the extent that the application of the laws of another jurisdiction would be
required thereby. Each of the parties hereto agrees to submit to the jurisdiction of the courts of
the state of Nevada in any action or proceeding arising out of or relating to this Supplemental
Indenture.
Section 3.03. SUCCESSORS. All agreements of the Company and each Subsidiary Guarantor in this
Supplemental Indenture shall bind their successors. All agreements of the Trustee in this
Supplemental Indenture shall bind its successors.
Section 3.04. SEVERABILITY. In case any one or more of the provisions in this Supplemental
Indenture shall be held invalid, illegal or unenforceable, in any respect for any reason, the
validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions shall not in any way be affected or impaired thereby, it being intended that
all of the provisions hereof shall be enforceable to the full extent permitted by law.
SECTION 3.05 NO PARENT LIABILITY. In the event (a) there is any Default or other default or
alleged default by the Company, any Subsidiary Guarantor or any Affiliate of any thereof under this
Supplemental Indenture or (b) the Trustee, any Holder or any Affiliate of any of the foregoing has
or may have any claim arising from or relating to the terms of any Supplemental Indenture, neither
the Trustee, such Holder or such Affiliate shall commence any lawsuit or otherwise seek to impose
any liability whatsoever in respect thereof against Tracinda or its shareholder (hereinafter for
purposes of this Section 3.05 only, collectively referred to as “Tracinda”). Tracinda shall not
have any liability whatsoever with respect to this Supplemental Indenture or any matters relating
to or arising from this Supplemental Indenture. None of the Trustee, any Holder or any Affiliate of
any of the foregoing shall assert or permit any Person claiming through any of them to assert a
claim or impose any liability against Tracinda as to any matter or thing arising out of or relating
to this Supplemental Indenture or any alleged breach or default of this Supplemental Indenture by
the Company, any Subsidiary Guarantor or any Affiliate thereof. Tracinda is not a party to this
Supplemental Indenture and is not liable for any alleged breach or default of this Supplemental
Indenture by the Company, any Subsidiary Guarantor or any Affiliate of any thereof. The terms of
this Section 3.05 shall control, notwithstanding anything to the contrary appearing in this
Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed
and delivered all as of the day and year first above written.
MGM MIRAGE |
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By: | /s/ Xxxx X. XxXxxxx | |||
Name: | Xxxx X. XxXxxxx | |||
Title: | Senior Vice President, Assistant General Counsel and As | |||
U.S. BANK NATIONAL ASSOCIATION, as Trustee |
||||
By: | /s/ Xxxxxxx X. Xxxxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxxxx | |||
Title: | Vice President |
SUBSIDIARY GUARANTORS:
1.
|
350 Leasing Company I, LLC, a Nevada limited liability company | |
2.
|
350 Leasing Company II, LLC, a Nevada limited liability company | |
3.
|
550 Leasing Company I, LLC, a Nevada limited liability company | |
4.
|
AC Holding Corp., a Nevada corporation | |
5.
|
AC Holding Corp. II, a Nevada corporation | |
6.
|
Aria Resort & Casino, LLC, a Nevada limited liability company | |
7.
|
Beau Rivage Distribution Corp., a Mississippi corporation | |
8.
|
Beau Rivage Resorts, Inc., a Mississippi corporation | |
9.
|
Bellagio, LLC, a Nevada limited liability company | |
10.
|
Bungalow, Inc., a Mississippi corporation | |
11.
|
Circus Circus Casinos, Inc., a Nevada corporation | |
12.
|
Circus Circus Mississippi, Inc., a Mississippi corporation | |
13.
|
CityCenter Realty Corporation, a Nevada corporation | |
14.
|
Destron, Inc., a Nevada corporation | |
15.
|
Diamond Gold, Inc., a Nevada corporation | |
16.
|
Galleon, Inc., a Nevada corporation | |
17.
|
Gold Strike Aviation, Incorporated, a Nevada corporation | |
18.
|
Gold Strike Fuel Company, LLC, a Nevada limited liability company (successor in interest to Gold Strike Fuel Company, a Nevada Partnership) | |
19.
|
Gold Strike L.V., a Nevada partnership | |
By: Diamond Gold Inc., a Nevada corporation, Partner | ||
By: M.S.E. Investments, Incorporated, a Nevada corporation, Partner | ||
20.
|
Grand Laundry, Inc., a Nevada corporation | |
21.
|
IKM MGM Management, LLC, a Nevada limited liability company | |
22.
|
IKM MGM, LLC, a Nevada limited liability company | |
23.
|
Xxxx Development Company, LLC, a Nevada limited liability company (successor in interest to Xxxx Development Company, a Nevada partnership) | |
24.
|
Xxxx Development North, LLC, a Nevada limited liability company (successor in interest to Xxxx Development North, a Nevada partnership) | |
25.
|
Xxxx Development West, LLC, a Nevada limited liability company (successor in interest to Xxxx Development West, a Nevada partnership) | |
26.
|
Xxxx Fuel Company West, LLC, a Nevada limited liability company (successor in interest to Xxxx Fuel Company West, a Nevada partnership) | |
27.
|
LV Concrete Corp., a Nevada corporation | |
28.
|
MAC, Corp., a New Jersey corporation | |
29.
|
Mandalay Corp., a Nevada corporation | |
30.
|
Mandalay Employment, LLC, a Nevada limited liability company | |
31.
|
Mandalay Marketing and Events, a Nevada corporation | |
32.
|
Mandalay Place, a Nevada corporation | |
33.
|
Mandalay Resort Group, a Nevada corporation | |
34.
|
Metropolitan Marketing, LLC, a Nevada limited liability company | |
35.
|
MGM Grand Atlantic City, Inc., a New Jersey corporation | |
36.
|
MGM Grand Condominiums, LLC, a Nevada limited liability company | |
37.
|
MGM Grand Condominiums II, LLC, a Nevada limited liability company | |
38.
|
MGM Grand Condominiums III, LLC, a Nevada limited liability company | |
39.
|
MGM Grand Condominiums East — Tower 1, LLC, a Nevada limited liability company | |
40.
|
MGM Grand Detroit, Inc., a Delaware corporation | |
41.
|
MGM Grand Hotel, LLC, a Nevada limited liability company | |
42.
|
MGM Grand New York, LLC, a Nevada limited liability company | |
43.
|
MGM Grand Resorts, LLC, a Nevada limited liability company | |
44.
|
MGM Grand Resorts Development, a Nevada corporation | |
45.
|
MGM MIRAGE Advertising, Inc., a Nevada corporation | |
46.
|
MGM MIRAGE Aircraft Holdings, LLC, a Nevada limited liability company |
47.
|
MGM MIRAGE Aviation Corp., a Nevada corporation | |
48.
|
MGM MIRAGE Corporate Services, a Nevada corporation | |
49.
|
MGM MIRAGE Design Group, a Nevada corporation | |
50.
|
MGM MIRAGE Development, LLC, a Nevada limited liability company | |
51.
|
MGM MIRAGE Entertainment and Sports, a Nevada corporation | |
52.
|
MGM MIRAGE International Marketing, Inc., a Nevada corporation | |
53.
|
MGM MIRAGE Land Holdings, LLC, a Nevada limited liability company | |
54.
|
MGM MIRAGE Management and Technical Services, LLC, a Nevada limited liability company | |
55.
|
MGM MIRAGE Manufacturing Corp., a Nevada corporation | |
56.
|
MGM MIRAGE Operations, Inc., a Nevada corporation | |
57.
|
MGM MIRAGE Retail, a Nevada corporation | |
58.
|
MH, Inc., a Nevada corporation | |
59.
|
M.I.R. Travel, a Nevada corporation | |
60.
|
The Mirage Casino-Hotel, a Nevada corporation | |
61.
|
Mirage Laundry Services Corp., a Nevada corporation | |
62.
|
Mirage Leasing Corp., a Nevada corporation | |
63.
|
Mirage Resorts, Incorporated, a Nevada corporation | |
64.
|
MMNY Land Company, Inc., a New York corporation | |
65.
|
MRGS, LLC, a Nevada limited liability company (successor in interest to MRGS Corp., a Nevada corporation) | |
66.
|
M.S.E. Investments, Incorporated, a Nevada corporation | |
67.
|
Nevada Landing Partnership, an Illinois partnership | |
By: Diamond Gold Inc., a Nevada corporation, Partner | ||
By: M.S.E. Investments, Incorporated, a Nevada corporation, Partner | ||
68.
|
New Castle Corp., a Nevada corporation | |
69.
|
New PRMA Las Vegas, Inc., a Nevada corporation | |
70.
|
New York-New York Hotel & Casino, LLC, a Nevada limited liability company |
|
71.
|
New York-New York Tower, LLC, a Nevada limited liability company | |
72.
|
PRMA Land Development Company, a Nevada corporation | |
73.
|
PRMA, LLC, a Nevada limited liability company | |
74.
|
Project CC, LLC, a Nevada limited liability company | |
75.
|
Railroad Pass Investment Group, LLC, a Nevada limited liability company (successor in interest to Railroad Pass Investment Group, a Nevada partnership) | |
76.
|
Ramparts, Inc., a Nevada corporation | |
77.
|
The Signature Condominiums, LLC, a Nevada limited liability company | |
78.
|
Signature Tower 2, LLC, a Nevada limited liability company | |
79.
|
Signature Tower 3, LLC, a Nevada limited liability company | |
80.
|
Signature Tower I, LLC, a Nevada limited liability company | |
81.
|
Slots-A-Fun, Inc., a Nevada corporation | |
82.
|
The Crystals at CityCenter Management, LLC, a Nevada limited liability company | |
83.
|
Tower B, LLC, a Nevada limited liability company | |
84.
|
Tower C, LLC, a Nevada limited liability company | |
85.
|
Vdara Condo Hotel, LLC, a Nevada limited liability company | |
86.
|
Victoria Partners, a Nevada partnership | |
By: MRGS LLC, a Nevada limited liability company, Partner | ||
By: Gold Strike L.V., a Nevada partnership, Partner | ||
87.
|
VidiAd, a Nevada corporation | |
88.
|
Vintage Land Holdings, LLC, a Nevada limited liability company | |
89.
|
Vintage Land Holdings II, LLC, a Nevada limited liability company |
By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: | Secretary | |||