exv10w2






Exhibit 10.2




AMENDMENT NO. 1 TO SPONSOR CONTRIBUTION AGREEMENT

(MGM MIRAGE)




     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).



WITNESSETH:




     A. Borrower is the owner, directly or indirectly, of the land and improvements collectively
constituting the CityCenter project, currently under construction in Clark County, Nevada (the
“Project”).



     B. In connection with securing sources of funding for the completion of the Project, Borrower
has entered into the Credit Agreement, dated as of October 3, 2008 (as amended and as it may be
amended, modified or restated from time to time, the “Credit Agreement”), with the lenders
referred to therein (collectively, the “Lenders”) and Bank of America, N.A., as the
administrative agent for the Lenders (in such capacity together with the successors, the
“Administrative Agent”).



     C. Borrower has entered into a Collateral Agent and Intercreditor Agreement, dated as of
October 3, 2008 (as amended and as it may be amended, modified or restated from time to time, the
“Collateral Agent and Intercreditor Agreement”), with the Collateral Agent and the
Administrative Agent, pursuant to which the Collateral Agent is agreeing to act as collateral agent
for the Beneficiaries.



     D. It was an original condition to the making of Loans under the Credit Agreement that Sponsor
and Dubai World, a Dubai, United Arab Emirates government decree entity (“Dubai World”), on
a several (and not joint or joint and several) basis, agreed to make future capital contributions
to Borrower (either directly or through their respective wholly-owned subsidiaries), that Sponsor
and Borrower executed that certain Sponsor Contribution Agreement (MGM MIRAGE), dated as of October
31, 2008 (the “MGM Sponsor Contribution Agreement”) and that, concurrently therewith, Dubai
World and Borrower executed a comparable agreement (the “Dubai World Sponsor Contribution
Agreement” and together with the MGM Sponsor Contribution Agreement, the “Sponsor
Contribution Agreements”).



     E. The Collateral Agent asserts that there may be existing Events of Default, as well as
impending Events of Default under the Dubai Word Sponsor Contribution Agreement and the Credit
Agreement.



     F. Borrower has requested that the Lenders agree to amendments to the Credit Agreement in the
form of Amendment No. 2 to Credit Agreement, dated as of this date (the “Credit Agreement
Amendment”), as well as to amendments to certain of the other Loan Documents (as such term is
defined in the Credit Agreement).



     G. Sponsor’s execution and delivery of this Amendment is a condition precedent to the
effectiveness of the Credit Agreement Amendment and of the amendments to the other Loan Documents
(as such term is defined in the Credit Agreement).



 









 





     NOW, THEREFORE, it is agreed as follows:



     SECTION 1. Certain Definitions. (a)The following terms when used in this Amendment
shall have the following meanings (such meanings to be equally applicable to the singular and
plural forms thereof):



     “Administrative Agent” has the meaning set forth in the recitals.



     “Amendment” shall have the meaning set forth in the preamble.



     “Borrower” shall have the meaning set forth in the preamble.



     “Collateral Agent” has the meaning set forth in the preamble.



     “Collateral Agent and Intercreditor Agreement” has the meaning set forth in the
recitals.



     “Credit Agreement” has the meaning set forth in the recitals.



     “Credit Agreement Amendment” has the meaning set forth in the recitals.



     “Dubai World” has the meaning set forth in the recitals.



     “Dubai World Contribution Agreement” has the meaning set forth in the recitals.



     “Lenders” has the meaning set forth in the recitals.



     “MGM Sponsor Contribution Agreement” has the meaning set forth in the recitals.



     “Project” has the meaning set forth in the recitals.



     “Sponsor Contribution Agreements” has the meaning set forth in the recitals.



     “Sponsor” has the meaning set forth in the preamble.



          (b) Capitalized terms for which meanings are provided in the MGM Sponsor Contribution
Agreement (as amended hereby) are, unless otherwise defined herein, used in this Amendment with
such meanings.




     SECTION 2. Amendments to MGM Sponsor Contribution Agreement. Upon the occurrence of
the Amendment No. 1 Effective Date,



          (a) Section 1 of the MGM Sponsor Contribution Agreement is hereby amended by inserting the
following definitions in the appropriate alphabetical order:





     “ ‘Amendment No. 1’ means that certain Amendment No. 1 to Sponsor Contribution
Agreement (MGM MIRAGE), dated as of April 29, 2009, made by Sponsor in favor of Borrower and
Collateral Agent for the benefit of the Beneficiaries.”




     “ ‘Amendment No. 1 Effective Date’ has the meaning specified in Section 3 of
Amendment No. 1.”



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     “ ‘April 29, 2009 Sponsor Contribution’ shall mean $224,000,000 in the form of
irrevocable letters of credit to be contributed by Sponsor to Borrower and collaterally
assigned to the Collateral Agent.”




     “ ‘Automatic Reinstatement Event” shall have the meaning set forth in Section 8
of this Agreement.”




     “ ‘Deemed Satisfaction of Equity Commitments’ shall have the meaning set forth
in Section 8 of this Agreement.”




     “ ‘Defaulted Amount’ shall have the meaning set forth in Section 8 of this
Agreement.”




     “ ‘Letters of Credit’ means irrevocable letters of credit (in form and
substance, including as to drawing conditions, acceptable to the Lenders in their sole and
absolute discretion) issued by U.S.-based banks acceptable to Dubai World (and to the
Lenders in their sole and absolute discretion) in the amount of the April 29, 2009 Sponsor
Contribution for the benefit of Borrower and collaterally assigned to the Collateral Agent.”




     “ ‘Reinstated Equity Commitment’ shall have the meaning set forth in Section 8
of this Agreement.”



          (b) The following definition set forth in Section 1 of the MGM Sponsor Contribution Agreement
is hereby amended and restated in its entirety as follows:





     “ ‘Equity Commitment’ shall mean, with respect to Sponsor as a several (and not
joint or joint and several) obligation, (a) prior to the Amendment No. 1 Effective Date, an
amount equal to $958,840,918 and (b) after the Amendment No. 1 Effective Date, an amount
equal to $224,000,000.”



          (c) A new subsection (e) shall be added at the end of Section 2 of the MGM Sponsor
Contribution Agreement as follows:





     “(e) Notwithstanding anything contained in this Agreement to the contrary, after the
Amendment No. 1 Effective Date, the order and amount of equity contributions between Sponsor
and Dubai World shall be (i) $135,000,000 from Dubai World, (ii) $224,000,000 from Sponsor,
and (iii) $359,000,000 from Dubai World.”



          (d) Section 4 of the MGM Sponsor Contribution Agreement is hereby amended by deleting the
heading and entire text of such Section and substituting the following in lieu thereof:




          “[Intentionally Omitted]”




          (e) Section 8 of the MGM Sponsor Contribution Agreement is hereby amended and restated in its
entirety as follows:




          “8. Deemed Satisfaction and Automatic Reinstatement of Agreement; Letters of
Credit.





     Subject in all respects to the provisions of the succeeding three sentences, and
effective upon the Amendment No. 1 Effective Date, the Equity Commitments shall be deemed
satisfied via the April 29, 2009 Sponsor Contribution and Sponsor shall have no further
obligation under Section 2 of this Agreement to make any further Equity Contribution under
this Agreement or to



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pay expenses under Section 22 of this Agreement (the “Deemed Satisfaction of Equity
Commitments”). Notwithstanding the preceding sentence, and any rule of law or equity to
the contrary notwithstanding, Sponsor’s obligations under this Agreement, including the
Equity Commitments, automatically shall reinstate as and to the extent set forth in this
Section 8 without any further notice or other action being required on the part of the
Collateral Agent any time (each such event, an “Automatic Reinstatement Event”) any
Letter of Credit for any reason whatsoever is ever required to be returned or otherwise
cancelled in any manner whatsoever, including, without limitation, by virtue of any order,
declaration, judgment, or other type of issuance of any court or other tribunal, any issuing
bank for any reason whatsoever fails to honor any demand for payment under any Letter of
Credit, including, without limitation, by virtue of any order, declaration, judgment, or
other type of issuance of any court or other tribunal, and/or any honored demand for payment
under any Letter of Credit for any reason whatsoever is rescinded and/or recovered,
including, without limitation, by virtue of any order, declaration, judgment, or other type
of issuance of any court or other tribunal (the amount so returned, cancelled, failed to be
honored, rescinded, and/or recovered, in each instance, being the “Defaulted
Amount”). Without limiting the generality of the provisions of the preceding sentence,
in the event of (and to the extent of the Defaulted Amount of) each and every such automatic
reinstatement, each such reinstated portion of the Equity Commitments in the amount of the
pertinent Defaulted Amount (a “Reinstated Equity Commitment”) shall be deemed to
have continued in existence as if the Deemed Satisfaction of the Equity Commitments pursuant
to the first sentence of this Section 8 had never occurred with respect thereto. Without
limiting the generality of the foregoing, upon the occurrence of an Automatic Reinstatement
Event, Sponsor shall be obligated to make Equity Contributions up to the Defaulted Amount
and to further pay costs and expenses of the Collateral Agent, if any, associated with such
Automatic Reinstatement Event under Section 22 of this Agreement, in each such case, in
accordance with the terms and conditions of this Agreement, and the Collateral Agent shall
be exclusively entitled, pursuant to the provisions of Sections 7 and 24 of this Agreement,
to pursue the recovery of if Sponsor does not timely honor it reinstated obligations, all as
if the Deemed Satisfaction of the Equity Commitments pursuant to this Section 8 had never
occurred with respect to any such Reinstated Equity Commitment. For avoidance of doubt, (i)
any reinstatement pursuant to the preceding three sentences shall be limited to the
Defaulted Amount of each pertinent Reinstated Equity Commitment, plus the expenses, if any,
under Section 22 of this Agreement associated with collecting the Defaulted Amount, and
shall have no effect on the Deemed Satisfaction of Equity Commitments that have not been so
reinstated, and (ii) any reinstatement of equity commitments under the Dubai World Sponsor
Contribution Agreement shall have no effect on the Deemed Satisfaction of Equity Commitments
hereunder.”



     SECTION 3. Conditions to Effectiveness of this Amendment. The amendments to the MGM
Sponsor Contribution Agreement set forth in Section 2 hereof shall become effective on the date
(the “Amendment No. 1 Effective Date”) when all of the following conditions set forth in
this Section 3 have been completed:



          (a) The Collateral Agent shall have received counterparts hereof executed on behalf of Sponsor
and Borrower; and




          (b) The Administrative Agent shall have informed the parties that the other conditions
precedent to the effectiveness of the Credit Agreement Amendment set forth in Article V thereof
shall have been satisfied or waived to the satisfaction of the Administrative Agent in its sole and
absolute discretion.




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     SECTION 4. Continuation of Agreement. This Amendment shall be strictly limited to
its terms. All of the representations, warranties, terms, covenants, conditions and other
provisions of the MGM Sponsor Contribution Agreement (as expressly amended hereby) shall remain
unchanged and shall continue to be, and shall remain, in full force and effect in accordance with
their respective terms. Without limiting the generality of this Section 4, the amendments set
forth herein shall be limited precisely as provided for herein to the provision expressly amended
herein and shall not be deemed to be amendments to, waivers of, consents to or modifications of any
other term or provision of the MGM Sponsor Contribution Agreement.



     SECTION 5. Representations, Warranties and Covenants. Sponsor represents, warrants
and covenants to Borrower and the Beneficiaries for their benefit, as of the date hereof, as set
forth below:



          (a) Sponsor (i) is validly existing and (ii) has all requisite power and authority and all
requisite governmental licenses, authorizations, consents and approvals to enter into and perform
all obligations under this Amendment.




          (b) The execution, delivery and performance by Sponsor of this Amendment have been duly
authorized by all necessary corporate or other organizational action, and do not and will not:





     (i) contravene the terms of any of Sponsor’s Organization Documents;




     (ii) conflict with or result in any breach or contravention of, or the creation
of any Lien under, or require any payment to be made under (A) any material
Contractual Obligation to which Sponsor is a party or affecting Sponsor or the
properties of Sponsor or any of its Subsidiaries or (B) any order, injunction, writ
or decree of any Governmental Authority or any arbitral award to which Sponsor or
its Property is subject; or




     (iii) violate any Law applicable to Sponsor.



          (c) There is no equitable or legal defense to the enforcement of the MGM Sponsor Contribution
Agreement (as amended by this Amendment) against Sponsor which would be available to Sponsor in a
Nevada court or United States Federal Court in Nevada which has not been effectively waived to the
extent legally possible.




          (d) No approval, consent, exemption, authorization, or other action by, or notice to, or
filing with, any Governmental Authority or any other Person is necessary or required in connection
with:





     (i) the execution, delivery or performance by, or enforcement against, any
Sponsor of the MGM Sponsor Contribution Agreement (as amended by this Amendment);




     (ii) the exercise by the Collateral Agent of its rights under the MGM Sponsor
Contribution Agreement (as amended by this Amendment); or




     (iii) the enforcement of the MGM Sponsor Contribution Agreement (as amended by
this Amendment) or the right of the Collateral Agent to receive payments hereunder.



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          (e) This Amendment has been duly executed and delivered by Sponsor. The MGM Sponsor
Contribution Agreement (as amended by this Amendment) constitutes a legal, valid and binding
obligation of Sponsor, enforceable against Sponsor in accordance with its terms, except as
enforceability may be limited by Debtor Relief Laws or equitable principles or as a matter of
judicial discretion.




          (f) There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge
of Sponsor, threatened or contemplated, at law, in equity, in arbitration or before any
Governmental Authority by or against Sponsor or any of its Subsidiaries or against any of their
respective properties or revenues (i) that if determined adversely, could reasonably be expected to
have a material adverse effect on the ability of Sponsor to perform its obligations hereunder or
under any other Sponsor Document, (ii) that purport to restrain the construction or operation of
the Project or otherwise affect the Project in any material respect or (iii) that purport to affect
the legality, validity or enforceability of this Agreement or the consummation of the transactions
contemplated hereby.




          (g) No written statement made by or on behalf of Sponsor to the Administrative Agent or the
Collateral Agent in connection with the transactions contemplated by the MGM Sponsor Contribution
Agreement (as amended by this Amendment) and the negotiation of the MGM Sponsor Contribution
Agreement (as amended by this Amendment) or delivered hereunder (in each case as modified or
supplemented by other information so furnished) as of the date thereof contains any material
misstatement of fact or omits to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading (and, as of the date
hereof, all such statements continue, to the best knowledge of Sponsor, to be accurate in all
material respects); provided that, with respect to projected financial information, Sponsor
represents only that such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.




     SECTION 6. Successors and Assigns. This Amendment shall be binding upon Sponsor and
its successors and assigns and shall inure to the benefit of Borrower and the Beneficiaries and
their successors and assigns, except that Sponsor shall not have the right to assign its
obligations hereunder without prior written consent of the Collateral Agent.



     SECTION 7. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which together shall
constitute one and the same agreement. Receipt by telecopier or electronic mail of an executed
signature page to this Amendment shall constitute receipt of an executed original of this Amendment
from the party executing such signature page.



     SECTION 8. Integration. This Amendment represents the agreement of Sponsor,
Borrower, and the Collateral Agent with respect to the subject matter hereof, and there are no
promises, undertakings, representations or warranties relative to the subject matter hereof not
expressly set forth or referred to herein or in the other Loan Documents.



     SECTION 9. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL, ETC. THE
PROVISIONS OF SECTIONS 18 AND 19 OF THE MGM SPONSOR CONTRIBUTION AGREEMENT ARE INCORPORATED HEREIN
AND APPLY TO THIS AMENDMENT AS THOUGH SET FORTH HEREIN IN FULL.



[Signature pages to follow]




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     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the
date first above written.



	 	 	 	 	 
	 	MGM MIRAGE,

a Delaware corporation

 	 
	 	By:  	/s/ John M. McManus
 	 
	 	 	Name:  	John M. McManus 	 
	 	 	Title:  	Senior Vice President, Asst. General Counsel
& Asst. Secretary 	 
	 



Address for Notices:




MGM MIRAGE

3600 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Attention: General Counsel

Telecopy: (702) 693-7628




Amendment No. 1

to Sponsor Contribution
 Agreement (MGM MIRAGE)














 





	 	 	 	 	 
	Agreed and Accepted:


CITYCENTER HOLDINGS, LLC,

a Delaware limited liability company



By:   PROJECT CC, LLC,

        a Nevada limited liability company,

        its managing member

 	 	 
	By:  	                           /s/ John M. McManus
 	 	 
	 	Name:  	John M. McManus 	 	 
	 	Title:  	Assistant Secretary 	 	 



Address for Notices:




CITYCENTER HOLDINGS, LLC

c/o MGM MIRAGE

3600 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Attention: General Counsel

Telecopy: (702) 693-7628



 Amendment No. 1

to Sponsor Contribution Agreement
  (MGM MIRAGE)














 





Agreed and Accepted:




BANK OF AMERICA, N.A.,

a national banking association,

as Collateral Agent




	 	 	 	 	 
	By:  	/s/ Maurice Washington
 	 	 
	 	Name:  	Maurice Washington 	 	 
	 	Title:  	Assistant Vice President 	 	 



Address for Notices:




Bank of America, N.A., as Collateral Agent

Agency Management

Mail Code: TX1-492-14-11

Bank of America Plaza

901 Main Street, 14th Floor

Dallas, Texas 75202-3714

Telecopier: (214) 209-9544

Telephone: (214) 209-4128




With a copy to:




Bank of America, N.A.

Special Assets Group

Mail Code: TX1-492-66-01

901 Main Street, 66th Floor

Dallas, TX 75202

Attn: Jack Woodiel

Telecopier: (214) 290-9475

Telephone: (214) 209-0955

jack.woodiel@bankofamerica.com




And to:




Mayer Brown LLP

71 S. Wacker Drive

Chicago, IL 60606

Attn: Thomas S. Kiriakos

Telecopier: (312) 706-8232

Telephone: (312) 701-7275

tkiriakos@mayerbrown.com




Amendment No. 1

to Sponsor Contribution Agreement 
(MGM MIRAGE)