AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CITYCENTER HOLDINGS, LLC Dated as of April 29, 2009Limited Liability Company Agreement • May 5th, 2009 • MGM Mirage • Services-miscellaneous amusement & recreation • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is made as of April 29, 2009 (the “Effective Date”), by and between PROJECT CC, LLC, a Nevada limited liability company (“MGM”) and INFINITY WORLD DEVELOPMENT CORP, a Nevada corporation (“IW”). MGM and IW are hereinafter referred to individually as a “Member” and collectively as the “Members”.
AMENDMENT NO. 5 AND WAIVERLoan Agreement • May 5th, 2009 • MGM Mirage • Services-miscellaneous amusement & recreation
This AMENDMENT NO. 5 AND WAIVER, dated as of April 29, 2009 (this “Amendment”), to the Loan Agreement (as defined below), among MGM MIRAGE, a Delaware corporation (“Borrower”), MGM Grand Detroit, LLC, a Delaware limited liability company (“Detroit”), the Lenders and Bank of America, N.A., as administrative agent for the lenders (the “Administrative Agent”).
AMENDMENT NO. 1 TO SPONSOR CONTRIBUTION AGREEMENT (MGM MIRAGE)Sponsor Contribution Agreement • May 5th, 2009 • MGM Mirage • Services-miscellaneous amusement & recreation
This AMENDMENT NO. 1 TO SPONSOR CONTRIBUTION AGREEMENT (MGM MIRAGE), dated as of April 29, 2009 (this “Amendment”) is made by MGM MIRAGE, a Delaware corporation (“Sponsor”), in favor of CITYCENTER HOLDINGS, LLC, a Delaware limited liability company (“Borrower”), and BANK OF AMERICA, N.A., as collateral agent pursuant to that certain Collateral Agent and Intercreditor Agreement (as defined in the MGM Sponsor Contribution Agreement) (in such capacity together with its successors and assigns, the “Collateral Agent”) for the benefit of the Beneficiaries (as defined in the MGM Sponsor Contribution Agreement).
AMENDED AND RESTATED SPONSOR COMPLETION GUARANTEE (MGM MIRAGE)MGM Mirage • May 5th, 2009 • Services-miscellaneous amusement & recreation • Nevada
This Amended and Restated Sponsor Completion Guarantee (this “Guarantee”) dated as of April 29, 2009, is made by MGM MIRAGE, a Delaware corporation (“Completion Guarantor”), in favor of CITYCENTER HOLDINGS, LLC, a Delaware limited liability company (“Borrower”), and BANK OF AMERICA, N.A., as collateral agent pursuant to the Collateral Agent and Intercreditor Agreement referred to below (in such capacity together with its successors, the “Collateral Agent”) for the benefit of the Beneficiaries referred to below, with reference to the following facts:
