EXHIBIT 10.6
GUARANTEE
---------
(Mirage Resorts Incorporated 7.25% Senior Notes Due October 15, 2006)
--------------------------------------------------------------------
This GUARANTEE ("Guarantee"), dated as of May 31, 2000, is made by MGM
Grand, Inc. and each of the undersigned subsidiaries of MGM Grand, Inc. (each a
"Guarantor" and collectively, jointly and severally, as "Guarantors") in favor
of Firstar Bank of Minnesota, N.A., (the "Trustee"), as Trustee for the benefit
of the holders of Notes (as defined below) authenticated and delivered by the
Trustee and to the Trustee pursuant to the Indenture referred to below, with
reference to the following facts:
RECITALS
--------
A. Pursuant to an Indenture dated as of October 15, 1996, as supplemented
by a Supplemental Indenture dated as of October 15, 1996, between Mirage
Resorts, Incorporated, a Nevada corporation ("Mirage"), as Issuer, and the
Trustee (as so supplemented, and as the same may hereafter be further amended or
supplemented, the "Indenture"), Mirage has issued $250,000,000 of its
7.25% Senior Notes due 2006 (the "Notes").
B. Substantially concurrently herewith, Mirage is being acquired by
MGMGMR Acquisition, Inc., a subsidiary of MGM Grand, Inc., a Delaware
corporation ("MGM Grand").
C. Substantially concurrently herewith, each of the Guarantors has entered
into certain other guarantees of senior indebtedness of the Company and certain
of its subsidiaries (the "MGM Designated Senior Indebtedness" described herein),
and MGM Grand and the Guarantors desire to provide for a pari passu guarantee of
the Notes as set forth herein.
D. Each Guarantor expects to realize direct and indirect benefits as the
result of the availability of the aforementioned credit facilities to MGM Grand,
as the result of financial and business support which will be provided to the
Guarantors by MGM Grand.
E. This Guarantee is subject to release as to any Guarantor in the manner
contemplated by Section 13 hereof.
NOW, THEREFORE, in consideration of good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, each Guarantor hereby
jointly and severally represents, warrants, covenants, agrees and guaranties as
follows:
1. Definitions. Terms defined in the Indenture and not otherwise defined
-----------
in this Guarantee shall have the meanings given those terms in the Indenture
when used herein and such definitions are incorporated herein as though set
forth in full. In addition, the following terms are used in this Guaranty with
the meanings set forth after each:
"Collateral Documents" has the meaning set forth in Section 12(a).
--------------------
-1-
"Funding Guarantor" has the meaning set forth in Section 5 hereof.
-----------------
"Guarantied Obligations" has the meaning set forth in Section 2(a) hereof.
----------------------
"Liens" means any mortgage, deed of trust, pledge, hypothecation,
-----
assignment for security, security interest, encumbrance or lien of any kind,
whether voluntarily incurred or arising by operation of law or otherwise,
affecting any property, including any agreement to grant any of the foregoing,
any conditional sale or other title retention agreement, any lease in the
nature of a security interest, and/or the filing of or agreement to give any
financing statement (other than a precautionary financing statement with
respect to a lease that is not in the nature of a security interest) under the
Uniform Commercial Code or comparable law of any jurisdiction with respect to
any property.
"MGM Designated Senior Indebtedness" means, collectively, the obligations
----------------------------------
and indebtedness of MGM Grand and any Guarantor (either directly or by way of
guarantee) with respect to (a) the aggregate principal $500,000,000 Senior
Notes issued pursuant to (a) the Indenture dated as of February 2, 1998
between MGM Grand and PNC Bank, National Association, and (b) the Indenture
dated as of February 6, 1998 between MGM Grand and U.S. Trust Company of
California, N.A., (c) the Term Loan Agreement dated as of April 7, 2000 among
MGM Grand, the Banks therein named, and Bank of America, N.A., as
Administrative Agent, (d) the Second Amended and Restated Loan Agreement dated
as of April 10, 2000 among MGM Grand, the Banks therein named, and Bank of
America, N.A., as Administrative Agent, (e) the 364-Day Loan Agreement dated
as of April 10, 2000 among MGM Grand, the Banks therein named, and Bank of
America, N.A., as Administrative Agent, in each case as at any time amended,
(f) any other indebtedness of the Company the principal amount of which is
$100,000,000 or more and that has been designated by the Company as,
"Designated Senior Indebtedness" in the manner contemplated by the Indenture
dated as of May 31, 2000 among the Company, the Subsidiary Guarantors named
therein, and The Bank of New York, as Trustee (or, in the event that the
indebtedness of the Company pursuant to such Indenture has been repaid,
redeemed or defeased any pursuant to any other indenture hereafter entered
into by the Company with respect to subordinated indebtedness of the Company
in a principal amount which is $l00,000,000 more).
2. Guarantee.
---------
(a) Each of the Guarantors, jointly and severally, hereby unconditionally
guarantees to each holder of a Note authenticated and delivered by the Trustee,
and to the Trustee, irrespective of the validity and enforceability of the
Indenture, the Notes or the obligations of MGM Grand under the Indenture or the
Notes, that: (i) the principal of and interest on the Notes will be paid in full
when due, whether at the maturity or interest payment date, by acceleration,
call for redemption, upon a purchase offer or otherwise, and interest on the
overdue principal and interest, if any, of the Notes, if lawful, and all other
obligations of MGM Grand to the holders or the Trustee under the Indenture or
the Notes will be promptly paid in full or performed, all in accordance with the
terms of the Indenture and the Notes; and (ii) in case of any extension of time
of payment or renewal of any securities or any of such other obligations, they
will be paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at maturity, by acceleration, call for redemption,
upon a purchase offer or otherwise (collectively, the "Guaranteed Obligations").
This Guarantee is a guarantee of payment and not of collection.
-2-
Failing payment when due of any amount so guaranteed for whatever reason,
the Guarantors shall be jointly and severally obligated to pay the same before
failure to so pay becomes an Event of Default.
(b) Each Guarantor agrees that (i) its obligations with regard to this
Guarantee shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or the Indenture, any amendments to the Indenture,
the Notes or the Collateral Documents (except to the extent such amendment is
not executed and delivered by such Guarantor and adversely affects, or
increases the obligations of, such Guarantor), the absence of any action to
enforce the same, any delays in obtaining or realizing upon (or failures to
obtain or realize upon) Collateral, the recovery of any judgment against MGM
Grand, any action to enforce the same or any other circumstances that might
otherwise constitute a legal or equitable discharge or defense of a guarantor
and (ii) this Guarantee will not be discharged except by complete performance
of the obligations contained in the Notes and the Indenture. Each of the
Guarantors hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of MGM Grand, any
right to require a proceeding first against MGM Grand or right to require the
prior disposition of the assets of MGM Grand to meet its obligations, protest,
notice and all demands whatsoever. Without limiting the generality of the
foregoing, each of the Guarantors hereby waives, to the extent permitted under
Nev. Rev. Stat. 40.495, any rights arising out of Nev. Rev. Stat. 40.430.
(c) If any holder or the Trustee is required by any court or otherwise to
return to either MGM Grand or any Guarantor, or any custodian, trustee, or
similar official acting in relation to either MGM Grand or any Guarantor, any
amount paid by either MGM Grand or any of the Guarantors to the Trustee or such
holder, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each of the Guarantors agrees that it will
not be entitled to any right of subrogation in relation to the holders in
respect of any obligations guaranteed hereby except as set forth in Section 6
hereof.
(d) Each of the Guarantors agrees that (i) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Section 6.02 of the
Indenture for the purposes of this Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration as to MGM Grand of
the obligations guaranteed hereby, and (ii) in the event of any declaration of
acceleration of those obligations as provided in Section 6.02 of the Indenture,
those obligations (whether or not due and payable) will forthwith become due and
payable by each of the Guarantors for the purpose of this Guarantee.
3. Execution and Delivery of Guarantee.
-----------------------------------
To evidence its guarantee set forth in Section 2 of this Guarantee,
each of the Guarantors agrees that a notation of such guarantee substantially in
the form of the notation included in the Note annexed to the Indenture as
Exhibit A may upon the request of the Trustee be endorsed on each Note
authenticated and delivered by the Trustee and that this Guarantee shall be
executed on behalf of such Guarantor by a duly authorized officer.
Each of the Guarantors agrees that its guarantee set forth in Section 2 of
this Guarantee shall remain in full force and effect and apply to all the Notes
notwithstanding any failure to endorse on each Note a notation of such
guarantee.
-3-
If an officer of MGM Grand or any of its subsidiaries whose facsimile
signature is on a Note no longer holds that office at the time the Trustee
authenticates the Note on which a guarantee is endorsed, the guarantee shall be
valid nevertheless.
The delivery of any Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of this Guarantee on behalf of the
Guarantors.
4. Limitation of Guarantors' Liability. Each Guarantor and by its
-----------------------------------
acceptance hereof each holder hereby confirms that it is the intention of all
such parties that the guarantee by such Guarantor pursuant to this Guarantee not
constitute a fraudulent transfer or conveyance for purposes of any federal or
state law. To effectuate the foregoing intention, the holders and each Guarantor
hereby irrevocably agree that the obligations of each such Guarantor under this
Guarantee shall be limited to the maximum amount as will, after giving effect to
all other contingent and fixed liabilities of such Guarantor and after giving
effect to any collections from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under its
Guarantee or pursuant to Section 5 of this Guarantee, result in the obligations
of such Guarantor under this Guarantee not constituting a fraudulent conveyance
or fraudulent transfer under federal or state law. This Section 4 is for the
benefit of the creditors of each Guarantor.
5. Contribution. In order to provide for just and equitable contribution
------------
among the Guarantors, the Guarantors agree, inter se, that in the event any
--------
payment or distribution is made by any Guarantor (a "Funding Guarantor") under
this Guarantee, such Funding Guarantor shall be entitled to a contribution from
each other Guarantor in a pro rata amount based on the net worth of each
--------
Guarantor (including the Funding Guarantor) for all payments, damages and
expenses incurred by that Funding Guarantor in discharging MGM Grand's
obligations with respect to the Notes or any other Guarantor's obligations with
respect to this Guarantee.
6. Rights Under This Guarantee.
---------------------------
No payment by any Guarantor pursuant to the provisions hereof to the
Trustee shall entitle such Guarantor to any payment out of any Collateral held
by the Trustee under the Indenture or any Collateral Documents.
(a) Each of the Guarantors waives notice of the issuance, sale and purchase
of the Notes and notice from the Trustee or the holders from time to time of any
of the Notes of their acceptance and reliance on this Guarantee.
(b) Notwithstanding any payment or payments made by the Guarantors by
reason of this Guarantee, the Guarantors shall not be subrogated to any rights
of the Trustee or any holder against MGM Grand until all the Notes shall have
been paid or deemed to have been paid within the meaning of the Indenture. Any
payment made by the Guarantors by reason of this Guarantee shall be in all
respects subordinated to the full and complete payment or discharge under the
Indenture of all obligations guaranteed hereby, and no payment by the Guarantors
by reason of this Guarantee shall give rise to any claim of the Guarantors
against the Trustee or any holder of the Notes. Unless and until the Notes shall
have been paid or deemed to have been paid within the meaning of the Indenture,
neither the Guarantors nor any of them will assign or otherwise transfer any
such claim against MGM Grand to any other person.
-4-
(c) No set-off, counterclaim, reduction or diminution of any obligation or
any defense of any kind or nature (other than performance by the Guarantors of
their obligations hereunder) which any Guarantor may have or assert against the
Trustee or any holder of any Note shall be available hereunder to such Guarantor
against the Trustee.
(d) Each Guarantor agrees to pay all costs, expenses and fees, including
all reasonable attorneys' fees, which may be incurred by the Trustee in
enforcing or attempting to enforce this Guarantee or protecting the rights of
the Trustee or the holders of the Notes, if any, in accordance with the
Indenture.
7. Primary Obligations. Each Guarantor agrees that it is directly liable
-------------------
to each holder hereunder, that the obligations of each Guarantor hereunder are
independent of the obligations of MGM Grand or any other guarantor, and that a
separate action may be brought against each Guarantor, whether such action is
brought against MGM Grand or any other guarantor or whether MGM Grand or any
other guarantor is joined in such action. Each Guarantor agrees that its
liability hereunder shall be immediate and shall not be contingent upon the
exercise or enforcement by the Trustee or the holders of the Notes of whatever
remedies they may have against MGM Grand or any other guarantor, or the
enforcement of any Lien or realization upon any Collateral the Trustee may at
any time possess. Each Guarantor agrees that any release which may be given by
the Trustee or the holders of the Notes to MGM Grand or any other guarantor
shall not release such Guarantor. Each Guarantor consents and agrees that the
Trustee shall be under no obligation to marshal any property or assets of MGM
Grand or any other guarantor in favor of such Guarantor, or against or in
payment of any or all of the Guaranteed Obligations.
8. Waivers.
-------
(a) Each Guarantor hereby waives any right to receive, or any claim or
defense based on failure to receive: (i) notice of the amount of the Guaranteed
Obligations; (ii) notice of any adverse change in the financial condition of MGM
Grand or of any other fact that might increase such Guarantor's risk hereunder;
(iii) notice of a Default or Event of Default; and (iv) all other notices
(except if such notice is specifically required to be given to such Guarantor
under the Indenture, this Guaranty or any of the Collateral Documents to which
such Guarantor is a party) and demands to which such Guarantor might otherwise
be entitled.
(b) Each Guarantor hereby waives the right by statute or otherwise to
require the Trustee or the holders to institute suit against MGM Grand (or
against any other Person) or to exhaust any rights and remedies which the
Trustee or the holders have or may have against MGM Grand (or against any other
Person). In this regard, each Guarantor agrees that it is bound to the payment
of each and all of the Guaranteed Obligations, whether now existing or hereafter
arising, as fully as if such Guaranteed Obligations were directly owing to the
Trustee and the holders by such Guarantor. Each Guarantor further waives any
defense arising by reason of any disability or other defense (other than the
defense that the Guaranteed Obligations shall have been fully and finally
performed and indefeasibly paid) of MGM Grand or by reason of the cessation from
any cause whatsoever of the liability of MGM Grand in respect thereof.
(c) Each Guarantor hereby waives: (i) any claim or defense directly or
indirectly arising from or caused by any election of remedies by the Trustee or
holders of the Notes, whether or not such election of remedies directly or
indirectly results in impairment or loss of rights or claims of
-5-
such Guarantor against MGM Grand or other Persons; and (ii) any defenses based
on suretyship law or impairment of collateral.
9. Releases. Each Guarantor consents and agrees that, without notice to or
--------
by such Guarantor and without affecting or impairing the obligations of such
Guarantor hereunder, the Trustee may, by action or inaction, compromise or
settle, extend the period of duration or the time for the payment, or discharge
the performance of, or may refuse to, or otherwise not enforce, or may, by
action or inaction, release all or any one or more parties to, any one or more
of the terms and provisions of the Indenture or the Collateral Documents or may
grant other indulgences to MGM Grand in respect thereof, or may, by action or
inaction, release or substitute any other guarantor, if any, of the Guaranteed
Obligations, or may enforce, exchange, release, or waive, by action or inaction,
any security for the Guaranteed Obligations or any other guaranty of the
Guaranteed Obligations, or any portion thereof.
10. No Election. The Trustee shall have the right to seek recourse against
-----------
each Guarantor to the fullest extent provided for herein and no election by the
Trustee to proceed in one form of action or proceeding, or against any party, or
on any obligation, shall constitute a waiver of Trustee's right to proceed in
any other form of action or proceeding, or against other parties unless the
Trustee has expressly waived such right in writing.
11. Financial Condition of MGM Grand. Each Guarantor represents and
--------------------------------
warrants to the Trustee and holders that it is currently informed of the
financial condition of MGM Grand and of all other circumstances which a diligent
inquiry would reveal and which bear upon the risk of nonpayment of the
Guaranteed Obligations. Each Guarantor further represents and warrants to the
Trustee and holders that it has read and understands the terms and conditions of
the Indenture, this Guaranty and the Collateral Documents. Each Guarantor hereby
covenants that it will continue to keep itself informed of MGM Grand's financial
condition, the financial condition of other guarantors, if any, and of all other
circumstances which bear upon the risk of nonpayment or nonperformance of the
Guaranteed Obligations.
12. MGM Grand and each of the other Guarantors hereby covenant and agree
in favor of the Trustee and each present and future holder of Notes as follows:
(a) If any of the holders of the MGM Designated Senior Indebtedness,
or any trustee or representative therefor, are hereafter granted any Liens
by MGM Grand or any Guarantor, then MGM Grand and each Guarantor shall,
substantially concurrently with the granting of any such Liens, grant
perfected Liens in the same collateral to secure the Notes, equally,
ratably and on a pari passu basis, provided that MGM Grand and the
--------
Guarantors shall not be obligated to provide Liens in any of their property
to the extent that applicable laws prohibit the granting of Liens in such
property to the Trustee or the holders of the Notes unless and until all
required approvals of Gaming Boards thereto are obtained. In such event,
MGM Grand and each Guarantor shall use their best efforts to obtain all
necessary consents from the applicable Gaming Boards to grant a perfected
Lien on such Property securing the Notes and, upon receipt of all consents
needed to grant such a perfected Lien, shall promptly take all actions
reasonably necessary in order to grant and perfect such a Lien. The Liens
granted pursuant to this clause (b) shall be (i) equal, ratable and pari
passu with any Liens securing the MGM Designated Senior Indebtedness, (ii)
granted concurrently with the granting of any such Liens, and (iii) granted
pursuant to instruments, documents and
-6-
agreements which are no less favorable to the Trustee and the holders of the
Notes than those granted to the other MGM Designated Senior Indebtedness
(collectively, the "Collateral Documents"). While each of the Liens
contemplated by this clause (a) shall be equal, ratable and pari passu in the
manner described above, it is acknowledged that the same may subordinate to
certain prior Liens in favor of creditors other than the holders of the MGM
Designated Senior Indebtedness. In connection with the granting of any such
Liens, MGM Grand and each Guarantor shall provide to the Trustee (y) policies
of title insurance on customary terms and conditions, to the extent that
policies of title insurance on the corresponding Property are provided to the
holders of the MGM Designated Senior Indebtedness (and in an insured amount
that bears the same proportion to the principal amount of the outstanding
Notes as the insured amount in the policies provided to the holders of the
other MGM Designated Senior Indebtedness bears to the aggregate amount
thereof, and (z) legal opinions and other assurances as the Trustee may
reasonably request.
(b) Thereafter, if MGM Grand and the Guarantors become entitled to the
release of all of the equal, ratable and pari passu Liens securing the MGM
---- -----
Designated Senior Indebtedness, and provided that no Default or Event of
--------
Default has then occurred and remains continuing, MGM Grand and the Guarantors
may in their sole discretion request that the Trustee release any Liens
securing the Notes in accordance with this clause (c). MGM Grand and the
Guarantors shall submit any request under this Section in the form of a
Certificate, in form and substance acceptable to the Trustee, signed by a
Senior Officer of MGM Grand certifying that no Default or Event of Default
exists, together with a written consent to the release of collateral executed
by each Guarantor and such other supporting information as the Trustee may
request, including evidence reasonably satisfactory to the Trustee that the
holders of the MGM Designated Senior Indebtedness (or their trustees or
other representatives) shall previously or concurrently release all Liens held
by such creditors on account of the MGM Designated Senior Indebtedness.
Promptly upon receipt of such a Certificate, the Trustee shall (i) execute and
deliver to the Company and the Guarantors reconveyances and releases of such
Liens, and (ii) return to the persons legally entitled thereto, all collateral
pledged in support of the Obligations, all at the sole expense of MGM Grand
and the Guarantors (a "Collateral Release"), in each case subject to the
requirement that the Liens held by the holders of the MGM Designated Senior
Indebtedness and their trustees or other representatives are previously or
concurrently released. No such release of any Liens shall constitute or be
construed as a release (or to require the release) of this Guaranty.
13. Release of this Guarantee as to Certain Guarantors. Provided that no
--------------------------------------------------
Event of Default then exists under the Indenture, in the event that one or more
Guarantors (each a "Released Guarantor") are hereafter entitled to be released
from their guarantees of all MGM Designated Senior Indebtedness of the types set
forth in clauses (a) through (e) of the definition thereof (whether upon the
sale or other disposition of such Released Guarantor, or otherwise), then the
Trustee shall release the Released Guarantors from this Guarantee concurrently
with the release of the Released Guarantor from its guarantees of all other MGM
Designated Senior Indebtedness. The Trustee shall execute and deliver such
instruments of release, and take such other actions, as may reasonably requested
by MGM Grand to effect the release contemplated by this Section 13.
14. Non-Involvement of Xxxx Xxxxxxxxx and Tracinda Corporation. By
----------------------------------------------------------
accepting the benefits of this Guaranty, the Trustee and the holders of each
Note acknowledge that neither Xxxx
-7-
Kerkorian nor Tracinda Corporation, individually or collectively, is a party to
the Indenture, the Notes or any Collateral Documents executed as of the date
hereof. In the event (i) there is any alleged breach or default by any Guarantor
under this Guarantee or any such agreement, or (ii) any party hereto has any
claim arising from or relating to this Guarantee or any such agreement, the
Trustee and the holders of the Notes, nor any party claiming through them (to
the extent permitted by applicable law), shall commence any proceedings or
otherwise seek to impose any liability whatsoever against Xx. Xxxxxxxxx or
Tracinda Corporation by reason of such alleged breach, default or claim.
-8-
15. Governing Law. This Guaranty shall be deemed to be a contract made and
-------------
to be performed entirely in the State of Nevada, and for all purposes shall be
governed by and construed in accordance with the internal laws of said State
without regard to the conflicts of law rules of said State.
IN WITNESS WHEREOF, each Guarantor has executed this Guarantee by its duly
authorized officer as of the date first written above.
MGM GRAND, INC.,
a Delaware corporation
MGM GRAND HOTEL, INC.,
a Nevada corporation
MGM GRAND MOVIEWORLD, INC.,
a Nevada corporation
GRAND LAUNDRY, INC.,
a Nevada corporation
MGM GRAND ADVERTISING, INC.,
a Nevada corporation
MGM GRAND ENTERTAINMENT, INC.,
a Nevada corporation
MGM GRAND MONORAIL, INC.,
a Nevada corporation
MGM DIST., INC.,
a Nevada corporation
DESTRON, INC.,
a Nevada corporation
DESTRON MARKETING, INC.,
a Nevada corporation
MGM GRAND MERCHANDISING, INC.,
a Nevada corporation
MGM GRAND ATLANTIC CITY, INC.,
a New Jersey corporation
By: /s/ Xxxxx Xxxxxxxx
----------------------------------
Xxxxx Xxxxxxxx,
Secretary to each of the foregoing
-9-
MGM GRAND DETROIT, INC.,
a Delaware corporation
1533 XXXXXXXX, INC.,
a Michigan corporation
BUSINESS DEVELOPMENT FUND, LLC,
a Delaware limited liability company
NEW PRMA LAS VEGAS, INC.,
a Nevada corporation
NEW YORK-NEW YORK HOTEL & CASINO, LLC, a
Nevada limited liability company
METROPOLITAN MARKETING, LLC,
a Nevada limited liability company
THE PRIMADONNA COMPANY, LLC,
a Nevada limited liability company
PRMA, LLC,
a Nevada limited liability company
PRMA LAND DEVELOPMENT COMPANY,
a Nevada corporation
PRMA-MS, INC.,
a Mississippi corporation
By: /s/ Xxxxx Xxxxxxxx
----------------------------------
Xxxxx Xxxxxxxx,
Secretary to each of the foregoing
-10-
AC HOLDING CORP.
AC HOLDING CORP. II
THE XXXXX XXXX COMPANY
ATLANDIA DESIGN AND FURNISHINGS
BEAU RIVAGE DISTRIBUTION CORP.
BEAU RIVAGE MARKETING CORP.
BEAU RIVAGE RESORTS, INC.
BELLAGIO
BOARDWALK CASINO, INC.
BUNGALOW, INC.
COUNTRY STAR LAS VEGAS, LLC
DAP CORPORATION
EGARIM, INC.
GN MARKETING CORP.
GNL, CORP. (dba Golden Nugget-Laughlin)
GNLV, CORP. (dba Golden Nugget)
GNLV MARKETING CORP. - CANADA
GNS FINANCE CORP.
GOLDEN NUGGET (ASIA) LTD.
GOLDEN NUGGET AVIATION CORP.
GOLDEN NUGGET EXPERIENCE CORP.
By: /s/ Xxxxx Xxxxxxxx
--------------------------------------------
Xxxxx Xxxxxxxx,
Assistant Secretary to each of the foregoing
-11-
GOLDEN NUGGET FINANCE CORP.
GOLDEN NUGGET LAWRENCEBURG, INC.
GOLDEN NUGGET MANUFACTURING CORP.
GOLDEN NUGGET MARKETING CORP.
GOLDEN NUGGET MARKETING CORP. -
ILLINOIS
LV CONCRETE CORP.
MAC, CORP.
MCD GAMING CORP.
MH, INC.
M.I.R. TRAVEL
MRGS CORP.
THE MIRAGE CASINO-HOTEL
MIRAGE ENTERTAINMENT AND SPORTS,
INCORPORATED
THE MIRAGE-GOLDEN NUGGET HONG KONG, LTD.
THE MIRAGE-GOLDEN NUGGET TAIWAN, LTD.
MIRAGE HAWAII MARKETING CORP.
MIRAGE INTERNATIONAL
MIRAGE LAUNDRY SERVICES CORP.
MIRAGE LEASING CORP.
MIRAGE RESORTS OF MARYLAND, INC.
MIRAGE RESORTS RETAIL
By: /s/ Xxxxx Xxxxxxxx
--------------------------------------------
Xxxxx Xxxxxxxx,
Assistant Secretary to each of the foregoing
-12-
MIRAGE RESORTS RISK MANAGEMENT
MIRAGE RESORTS VACATIONS, LLC
MIRAGE SOUTH CHINA, INC.
RESTAURANT VENTURES OF NEVADA, INC.
SHCR CORP.
SEE SAW SIGN CORP.
TREASURE ISLAND CORP. (dba Treasure
Island at the Mirage)
TREASURE ISLAND PRODUCTIONS, INC.
TYOH ADVERTISING, INC.
VIDIAD
By: /s/ Xxxxx Xxxxxxxx
------------------------------------
Xxxxx Xxxxxxxx,
Assistant Secretary to each of the foregoing
Address for notices for each of the Guarantors:
c/o MGM Grand, Inc.
0000 Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000-0000
-13-
