AMENDED AND RESTATED OPERATING AGREEMENT OF CITYCENTER VEER TOWERS DEVELOPMENT, LLC A NEVADA LIMITED LIABILITY COMPANYOperating Agreement • September 29th, 2011 • CityCenter Holdings, LLC
This Amended and Restated Operating Agreement (this “Agreement”) of CityCenter Veer Towers Development, LLC (the “Company”), is entered into as of November 15, 2007, by CityCenter Land, LLC, a Nevada limited liability company (the “Member”), and, with reference to the following facts and circumstances:
Registration Rights Agreement Dated as of January 21, 2011 by and among CityCenter Holdings, LLC and CityCenter Finance Corp. and the Guarantors listed on the Signature pages hereof, on the one hand, and RBS Securities Inc., Merrill Lynch, Pierce,...Registration Rights Agreement • September 29th, 2011 • CityCenter Holdings, LLC • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into on January 21, 2011, by and among CityCenter Holdings, LLC, a Delaware limited liability company (the “Company”), and CityCenter Finance Corp., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), and the Guarantors listed on the signature page of this Agreement (the “Guarantors”), on the one hand, and RBS Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital Inc., for themselves and as representatives of the Initial Purchasers listed on Schedule A hereto (collectively, the “Initial Purchasers”), on the other hand.
AMENDED AND RESTATED GUARANTY (CityCenter Subsidiaries)Guaranty • September 29th, 2011 • CityCenter Holdings, LLC • Nevada
This Amended and Restated Guaranty (together with any extensions, modifications, renewals, restatements, reaffirmations, supplements or amendments hereof, including, without limitation, any documents or agreements by which additional Guarantors become party hereto, this “Guaranty”) dated as of January 10, 2011 is made by each of the Persons listed on the signature pages hereto and each other Person who may become a party hereto pursuant to Section 20 of this Guaranty (each a “Guarantor” and collectively “Guarantors”), jointly and severally in favor of the Beneficiary (as defined below), and is acknowledged by (i) Bank of America, N.A., as Administrative Agent under the Credit Agreement (as defined below), and (ii) Bank of America, N.A., as Collateral Agent (as defined below) under the Collateral Agent Agreement (as defined below). This Guaranty amends, restates and replaces in its entirety the Existing Guaranty (as defined below), and is made with reference to the following facts:
AMENDED AND RESTATED SECURITY AGREEMENT (CityCenter Subsidiaries)Security Agreement • September 29th, 2011 • CityCenter Holdings, LLC • Nevada
This Amended and Restated Security Agreement (as may be from time to time extended, modified, renewed, restated, reaffirmed, supplemented or amended, this “Agreement”) dated as of January 10, 2011 is made by each of the Persons listed on the signature pages hereto, together with each other Person who may become a party hereto pursuant to Section 22 of this Agreement (each, a “Grantor” and collectively, “Grantors”), jointly and severally, in favor of Bank of America, N.A., as Collateral Agent for the benefit of the Secured Party, and acknowledged and agreed to by (i) Collateral Agent and (ii) the Issuer listed on the signature pages hereto. This Agreement amends, restates and replaces in its entirety the Existing Agreement (as defined below), and is made with reference to the following facts:
SECOND AMENDED AND RESTATED SPONSOR SUBORDINATED NOTESponsor Subordinated Note • September 29th, 2011 • CityCenter Holdings, LLC • Nevada
This Sponsor Subordinated Note (“Note”) amends, restates and consolidates, effective on the Effective Date described in the Credit Agreement referred to below, the Amended and Restated Sponsor Subordinated Note (the “Original Note”) dated October 31, 2008, in the principal amount of $500,000,000, issued by the Borrower to Holder, and adds to the principal amount thereof the amount of interest which has been paid in kind thereunder pursuant to the terms of the Original Note through December 31, 2010. Concurrently herewith, the Amended and Restated Sponsor Subordinated Note dated as of October 31, 2008 issued in favor of Infinity World Development Corp will be amended in restated in an identical manner.
RETAIL MANAGEMENT AGREEMENT AMONG PROJECT CC, LLC, THE CRYSTALS AT CITYCENTER MANAGEMENT, LLC, MGM MIRAGE, AND CITYCENTER HOLDINGS, LLC FOR CITYCENTER LAS VEGAS, NEVADA NOVEMBER 15, 2007Retail Management Agreement • September 29th, 2011 • CityCenter Holdings, LLC • California
This Retail Management Agreement (this “Agreement”) is entered into as of the Effective Date, by and among The Crystals at CityCenter Management, LLC, a Nevada limited liability company (the “Retail Operator”), Project CC, LLC, a Nevada limited liability company (the “General Manager”) (the Retail Operator and the General Manager shall be referred to herein, collectively, as the “Managers”, or, individually, as “Manager”), MGM MIRAGE, a Delaware corporation (“MGM MIRAGE”), and Owner. The Managers and Owner are sometimes referred to collectively in this Agreement as the “Parties” and individually as a “Party.”
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CITYCENTER HOLDINGS, LLCLimited Liability Company Agreement • September 29th, 2011 • CityCenter Holdings, LLC • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is made as of April 29, 20091 (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”.
CONDO-HOTEL OPERATIONS MANAGEMENT AGREEMENT AMONG VDARA CONDO HOTEL, LLC AND CITYCENTER VDARA DEVELOPMENT, LLC FOR CITYCENTER LAS VEGAS, NEVADA NOVEMBER 15, 2007Condo-Hotel Operations Management Agreement • September 29th, 2011 • CityCenter Holdings, LLC • California
This Condo-Hotel Operations Management Agreement (this “Agreement”) is entered into as of the Effective Date, by and among Vdara Condo Hotel, LLC, a Nevada limited liability company (“Operator”) and CityCenter Vdara Development, LLC, a Nevada limited liability company (“Developer”, on behalf of Owner). Operator and Owner are sometimes referred to collectively in this Agreement as the “Parties” and individually as a “Party.”
SECOND AMENDED AND RESTATED SPONSOR COMPLETION GUARANTEESponsor Completion Guarantee • September 29th, 2011 • CityCenter Holdings, LLC • Nevada
This Second Amended and Restated Sponsor Completion Guarantee (this “Guarantee”) dated as of January 21, 2011, is made by MGM Resorts International, formerly known as MGM MIRAGE, a Delaware corporation (“Completion Guarantor”), in favor of CITYCENTER HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and BANK OF AMERICA, N.A., as collateral agent pursuant to the Credit Agreement Collateral Agent Agreement referred to below (in such capacity together with its successors, the “Credit Agreement Collateral Agent”), U.S. Bank, National Association, as trustee, as collateral agent pursuant to the Additional First Lien Collateral Agent Agreement referred to below (in such capacity, together with its successors, the “Additional First Lien Collateral Agent”), and U.S. Bank, National Association, as trustee, as collateral agent pursuant to the Second Lien Collateral Agent Agreement (in such capacity, together with its successors, the “Second Lien Collateral Agent”), with refere
HOTEL AND CASINO OPERATIONS AND HOTEL ASSETS MANAGEMENT AGREEMENT AMONG PROJECT CC, LLC, CITYCENTER HOTEL & CASINO, LLC, MGMMIRAGE, AND CITYCENTER LAND, LLC FOR CITYCENTER LAS VEGAS, NEVADA NOVEMBER 15, 2007Hotel and Casino Operations and Hotel Assets Management Agreement • September 29th, 2011 • CityCenter Holdings, LLC • California
This Hotel and Casino and Hotel Assets Management Agreement (this “Agreement”) is entered into as of the Effective Date, by and among CityCenter Hotel & Casino, LLC, a Nevada limited liability company (the “Resort Hotel and Casino Operator”), and Project CC, LLC, a Nevada limited liability company (the “General Manager” and together with the Resort Hotel and Casino Operator shall be referred to herein, collectively, as the “Managers”, or, individually, as a “Manager”), MGM MIRAGE, a Delaware corporation (“MGM MIRAGE”), and Owner. The Managers and Owner are sometimes referred to collectively in this Agreement as the “Parties” and individually as a “Party.”
FIRST LIEN SECURITY AGREEMENTFirst Lien Security Agreement • September 29th, 2011 • CityCenter Holdings, LLC • Nevada
This First Lien Security Agreement (as may be from time to time extended, modified, renewed, restated, reaffirmed, supplemented or amended, this “Agreement”) dated as of January 21, 2011 is made by each of the Persons listed on the signature pages hereto, together with each other Person who may become a party hereto pursuant to Section 22 of this Agreement (each, a “Grantor” and collectively, “Grantors”), jointly and severally, in favor of U.S. Bank National Association, as Collateral Agent for the benefit of the Secured Party, and acknowledged and agreed to by (i) Collateral Agent and (ii) the Grantors listed on the signature pages hereto.
SECOND LIEN SECURITY AGREEMENTSecond Lien Security Agreement • September 29th, 2011 • CityCenter Holdings, LLC • Nevada
This Second Lien Security Agreement (as may be from time to time extended, modified, renewed, restated, reaffirmed, supplemented or amended, this “Agreement”) dated as of January 21, 2011 is made by each of the Persons listed on the signature pages hereto, together with each other Person who may become a party hereto pursuant to Section 22 of this Agreement (each, a “Grantor” and collectively, “Grantors”), jointly and severally, in favor of U.S. Bank National Association, as Collateral Agent for the benefit of the Secured Party, and acknowledged and agreed to by (i) Collateral Agent and (ii) the Grantors listed on the signature pages hereto.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 10, 2011 among CITYCENTER HOLDINGS, LLC, a Delaware limited liability company as Borrower, the Lenders described herein, and BANK OF AMERICA, N.A., as Administrative Agent, THE ROYAL BANK OF...Credit Agreement • September 29th, 2011 • CityCenter Holdings, LLC
This Amended and Restated Credit Agreement is entered into as of January 10, 2011, among CITYCENTER HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), the Persons listed on Schedule 2.01 hereto as the initial Lenders, and BANK OF AMERICA, N.A., as Administrative Agent. Merrill Lynch, Pierce Fenner & Smith Incorporated, RBS Securities Inc., SMBC Nikko Capital Markets Ltd., BNP Paribas Securities Corp., UBS Securities LLC and Barclays Capital, the investment banking division of Barclays Bank PLC, have served as Joint Lead Arrangers and Joint Book Managers for this Agreement.
