MGM RESORTS INTERNATIONAL (a Delaware corporation) 6.625% Senior Notes Due 2021 UNDERWRITING AGREEMENTUnderwriting Agreement • December 11th, 2012 • MGM Resorts International • Hotels & motels • New York
MGM Resorts International (f/k/a MGM MIRAGE), a Delaware corporation (the “Company”), confirms its agreement with Barclays Capital Inc. (“Barclays”), J.P. Morgan Securities LLC (“J.P. Morgan”) 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 Barclays and J.P. Morgan are acting as representatives (in such capacity, the “Representatives”), 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 $1,250,000,000 aggregate principal amount of the Company’s 6.625% Senior Notes due 2021 (the “Notes”). The Notes are to be issued pursuant to an indenture to be dated as of March 22, 2012 (the “Base Indenture”) among the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by th
