Exhibit 4.1

 

FIRST SUPPLEMENTAL INDENTURE

 

First Supplemental Indenture (this “First Supplemental Indenture”), dated as of April 18, 2012, among MGM Resorts International (f/k/a MGM MIRAGE), a Delaware corporation (the “Company”), the Subsidiary Guarantors party hereto (the “Subsidiary Guarantors”) and U.S. Bank National Association, as Trustee (the “Trustee”). Capitalized terms used herein have the meanings ascribed thereto in the Indenture (as defined below) unless defined herein.

 

W I T N E S S E T H

 

WHEREAS, the Company and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of May 19, 2009, providing for the issuance of $650 million aggregate principal amount of 10.375% Senior Secured Notes due 2014 and $850 million aggregate principal amount of 11.125% Senior Secured Notes due 2017 (collectively, the “Notes”);

 

WHEREAS, Section 9.01 of the Indenture provides, among other things, that the Indenture and the Notes may be amended or supplemented in the manner contemplated by Article I hereof with the consent of the Holders (as defined in the Indenture) of at least a majority in aggregate principal amount of the then outstanding Notes;

 

WHEREAS, the Company solicited, and has received, consents upon the terms and subject to the conditions set forth in the Consent Solicitation Statement dated April 11, 2012 (the “Consent Solicitation Statement”), from Holders representing at least a majority in aggregate principal amount of its outstanding Notes to the amendment contemplated hereby;

 

WHEREAS, it is provided in Section 9.03 of the Indenture that a supplemental indenture becomes effective in accordance with its terms and thereafter binds every Holder; and

 

WHEREAS, the Company and the Subsidiary Guarantors desire to execute this First Supplemental Indenture embodying the modifications of the Indenture made and approved as aforesaid and have requested the Trustee to execute this First Supplemental Indenture pursuant to Section 9.02 of the Indenture.

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree as follows:

 

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ARTICLE I

AMENDMENT TO INDENTURE

 

Section 1.01 of the Indenture is hereby amended by deleting in its entirety the definition of the term “Change of Control” set forth therein and replacing it with the following:

 

“Change of Control” means the occurrence of any of the following:

 

(a) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transaction, of all or substantially all of the assets and properties of the Company and its Restricted Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to Tracinda and its Affiliates;

 

(b) the adoption of a plan relating to the liquidation or dissolution of either the Company or any successor thereto;

 

(c) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that (i) any “person” (as defined in clause (a) above), other than Tracinda and any of its Affiliates, becomes the Beneficial Owner directly or indirectly, of more than 35% of the outstanding Voting Stock of the Company, measured by voting power rather than number of Equity Interests, and (ii) Tracinda does not own a greater percentage of the outstanding Voting Stock of the Company than the percentage of the outstanding Voting Stock of the Company owned by such “person”, measured by voting power rather than number of Equity Interests, and does not by contract or otherwise possess the power to vote or direct the voting of the amount of Voting Stock necessary to elect a majority of the Board of Directors;

 

(d) the first day on which a majority of the members of the Board of Directors are not Continuing Directors;  or

 

(e) the Company consolidates with, or merges with or into, any Person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets and properties to any Person, or any Person consolidates with, or mergers with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Company outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance).

 

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ARTICLE II

CONDITIONS; EFFECTIVENESS

 

This First Supplemental Indenture shall become effective upon its execution and delivery by the Company, the Subsidiary Guarantors and the Trustee.

 

ARTICLE III

MISCELLANEOUS

 

Section 3.01. COUNTERPARTS. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this First Supplemental Indenture.

 

Section 3.02. GOVERNING LAW. This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of Nevada but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. Each of the parties hereto agrees to submit to the jurisdiction of the courts of the state of Nevada in any action or proceeding arising out of or relating to this First Supplemental Indenture.

 

Section 3.03. SUCCESSORS. All agreements of the Company and each Subsidiary Guarantor in this First Supplemental Indenture shall bind their successors. All agreements of the Trustee in this First Supplemental Indenture shall bind its successors.

 

Section 3.04. SEVERABILITY. In case any one or more of the provisions in this First Supplemental Indenture shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

 

Section 3.05. HEADINGS.   The headings of the Articles and Sections of this First Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

 

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the date first above written.

 

 

	
 
    	
MGM   RESORTS INTERNATIONAL
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   John M. McManus
    
	
 
    	
 
    	
Name:
    	
John   M. McManus
    
	
 
    	
 
    	
Title:
    	
Executive   Vice President,
    
	
 
    	
 
    	
 
    	
General   Counsel and Secretary
    


 











 

	
1.
    	
350   LEASING COMPANY I, LLC, a Nevada limited liability company
    
	
2.
    	
350   LEASING COMPANY II, LLC, a Nevada limited liability company
    
	
3.
    	
450   LEASING COMPANY I, LLC, a Nevada limited liability company
    
	
4.
    	
550   LEASING COMPANY I, LLC, a Nevada limited liability company
    
	
5.
    	
550   LEASING COMPANY II, LLC, a Nevada limited liability company
    
	
6.
    	
AC   HOLDING CORP., a Nevada corporation
    
	
7.
    	
AC   HOLDING CORP. II, a Nevada corporation
    
	
8.
    	
ARIA   RESORT & CASINO, LLC, a Nevada limited liability company
    
	
9.
    	
BEAU   RIVAGE RESORTS, INC., a Mississippi corporation
    
	
10.
    	
BELLAGIO,   LLC, a Nevada limited liability company
    
	
11.
    	
BUNGALOW, INC.,   a Mississippi corporation
    
	
12.
    	
CIRCUS   CIRCUS CASINOS, INC., a Nevada corporation
    
	
13.
    	
CITYCENTER   FACILITIES MANAGEMENT, LLC, a Nevada limited liability company
    
	
14.
    	
CITYCENTER   REALTY CORPORATION, a Nevada corporation
    
	
15.
    	
DESTRON, INC.,   a Nevada corporation
    
	
16.
    	
DIAMOND   GOLD, INC., a Nevada corporation
    
	
17.
    	
GALLEON, INC.,   a Nevada corporation
    
	
18.
    	
GOLD   STRIKE FUEL COMPANY, LLC, a Nevada limited liability company
    
	
19.
    	
GOLD   STRIKE L.V., a Nevada partnership
    
	
 
    	
By:  Diamond Gold Inc., a Nevada corporation,   Partner
    
	
 
    	
By:  M.S.E. Investments, Incorporated, a   Nevada corporation, Partner
    
	
20.
    	
GRAND   LAUNDRY, INC., a Nevada corporation
    
	
21.
    	
IKM   MGM MANAGEMENT, LLC, a Nevada limited liability company
    
	
22.
    	
IKM   MGM, LLC, a Nevada limited liability company
    
	
23.
    	
JEAN   DEVELOPMENT COMPANY, LLC, a Nevada limited liability company
    
	
24.
    	
JEAN   DEVELOPMENT NORTH, LLC, a Nevada limited liability company
    
	
25.
    	
JEAN   DEVELOPMENT WEST, LLC, a Nevada limited liability company
    
	
26.
    	
JEAN   FUEL COMPANY WEST, LLC, a Nevada limited liability company
    
	
27.
    	
LV   CONCRETE CORP., a Nevada corporation
    
	
28.
    	
M.I.R.   TRAVEL, a Nevada corporation
    
	
29.
    	
M.S.E.   INVESTMENTS, INCORPORATED, a Nevada corporation
    
	
30.
    	
MAC, CORP.,   a New Jersey corporation
    
	
31.
    	
MANDALAY   CORP., a Nevada corporation
    
	
32.
    	
MANDALAY   EMPLOYMENT, LLC, a Nevada limited liability company
    
	
33.
    	
MANDALAY   MARKETING AND EVENTS, a Nevada corporation
    
	
34.
    	
MANDALAY   PLACE, a Nevada corporation
    
	
35.
    	
MANDALAY   RESORT GROUP, a Nevada corporation
    
	
36.
    	
METROPOLITAN   MARKETING, LLC, a Nevada limited liability company
    
	
37.
    	
MGM   BRIMFIELD, LLC, a Massachusetts limited liability company
    
	
38.
    	
MGM   GRAND ATLANTIC CITY, INC., a New Jersey corporation
    
	
39.
    	
MGM   GRAND CONDOMINIUMS, LLC, a Nevada limited liability company
    
	
40.
    	
MGM   GRAND CONDOMINIUMS II, LLC, a Nevada limited liability company
    
	
41.
    	
MGM   GRAND CONDOMINIUMS III, LLC, a Nevada limited liability company
    
	
42.
    	
MGM   GRAND CONDOMINIUMS EAST-TOWER I, LLC, a Nevada limited liability company
    


 











 

	
43.
    	
MGM   GRAND DETROIT, INC., a Delaware corporation
    
	
44.
    	
MGM   GRAND HOTEL, LLC, a Nevada limited liability company
    
	
45.
    	
MGM   RESORTS ADVERTISING, INC., a Nevada corporation
    
	
46.
    	
MGM   RESORTS AIRCRAFT HOLDINGS, LLC, a Nevada limited liability company
    
	
47.
    	
MGM   RESORTS AVIATION CORP., a Nevada corporation
    
	
48.
    	
MGM   RESORTS CORPORATE SERVICES, a Nevada corporation
    
	
49.
    	
MGM   RESORTS DEVELOPMENT LLC, a Nevada limited liability company
    
	
50.
    	
MGM   RESORTS INTERNATIONAL DESIGN, a Nevada corporation
    
	
51.
    	
MGM   RESORTS INTERNATIONAL GLOBAL GAMING DEVELOPMENT, LLC, a Nevada limited liability   company
    
	
52.
    	
MGM   RESORTS ENTERTAINMENT AND SPORTS, a Nevada corporation
    
	
53.
    	
MGM   HOSPITALITY, LLC, a Nevada limited liability company
    
	
54.
    	
MGM   INTERNATIONAL, LLC, a Nevada limited liability company
    
	
55.
    	
MGM   RESORTS INTERNATIONAL MARKETING, INC., a Nevada corporation
    
	
56.
    	
MGM   RESORTS LAKE CHARLES, LLC, a Louisiana limited liability company
    
	
57.
    	
MGM   RESORTS LAND HOLDINGS, LLC, a Nevada limited liability company
    
	
58.
    	
MGM   RESORTS MANAGEMENT AND TECHNICAL SERVICES, LLC, a Nevada limited liability   company
    
	
59.
    	
MGM   RESORTS MANUFACTURING CORP., a Nevada corporation
    
	
60.
    	
MGM   RESORTS MISSISSIPPI, INC., a Mississippi corporation
    
	
61.
    	
MGM   RESORTS ONLINE, LLC, a Nevada limited liability company
    
	
62.
    	
MGM   RESORTS INTERNATIONAL OPERATIONS, INC., a Nevada corporation
    
	
63.
    	
MGM   RESORTS RETAIL, a Nevada corporation
    
	
64.
    	
MH, INC.,   a Nevada corporation
    
	
65.
    	
MIRAGE   LAUNDRY SERVICES CORP., a Nevada corporation
    
	
66.
    	
MIRAGE   LEASING CORP., a Nevada corporation
    
	
67.
    	
MIRAGE   RESORTS, INCORPORATED, a Nevada corporation
    
	
68.
    	
MMNY   LAND COMPANY, INC., a New York corporation
    
	
69.
    	
MRGS,   LLC, a Nevada limited liability company
    
	
70.
    	
NEVADA   LANDING PARTNERSHIP, an Illinois partnership
    
	
 
    	
By:  Diamond Gold Inc., a Nevada corporation,   Partner
    
	
 
    	
By:  M.S.E. Investments, Incorporated, a   Nevada corporation, Partner
    
	
71.
    	
NEW   CASTLE CORP., a Nevada corporation
    
	
72.
    	
NEW   PRMA LAS VEGAS, INC., a Nevada corporation
    
	
73.
    	
NEW   YORK-NEW YORK HOTEL & CASINO, LLC, a Nevada limited liability   company
    
	
74.
    	
NEW   YORK-NEW YORK TOWER, LLC, a Nevada limited liability company
    
	
75.
    	
OE   PUB, LLC, a Nevada limited liability company
    
	
76.
    	
PRMA   LAND DEVELOPMENT COMPANY, a Nevada corporation
    
	
77.
    	
PRMA,   LLC, a Nevada limited liability company
    
	
78.
    	
PROJECT   CC, LLC, a Nevada limited liability company
    
	
79.
    	
RAILROAD   PASS INVESTMENT GROUP LLC, a Nevada limited liability company
    


 











 

	
80.
    	
RAMPARTS, INC.,   a Nevada corporation
    
	
81.
    	
SIGNATURE   TOWER I, LLC, a Nevada limited liability company
    
	
82.
    	
SIGNATURE   TOWER 2, LLC, a Nevada limited liability company
    
	
83.
    	
SIGNATURE   TOWER 3, LLC, a Nevada limited liability company
    
	
84.
    	
THE   CRYSTALS AT CITYCENTER MANAGEMENT, LLC, a Nevada limited liability company
    
	
85.
    	
THE   SIGNATURE CONDOMINIUMS, LLC, a Nevada limited liability company
    
	
86.
    	
THE   MIRAGE CASINO-HOTEL, a Nevada corporation
    
	
87.
    	
TOWER   B, LLC, a Nevada limited liability company
    
	
88.
    	
TOWER   C, LLC, a Nevada limited liability company
    
	
89.
    	
VDARA   CONDO HOTEL, LLC, a Nevada limited liability company
    
	
90.
    	
VENDIDO,   LLC, a Nevada limited liability company
    
	
91.
    	
VICTORIA   PARTNERS, a Nevada partnership
    
	
 
    	
By:  MRGS LLC, a Nevada limited liability   company, Partner
    
	
 
    	
By:  Gold Strike L.V., a Nevada partnership,   Partner
    
	
92.
    	
VIDIAD,   a Nevada corporation
    
	
93.
    	
VINTAGE   LAND HOLDINGS, LLC, a Nevada limited liability company
    
	
94.
    	
VINTAGE   LAND HOLDINGS II, LLC, a Nevada limited liability company
    


 

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 Signature on the following page.]

 











 

	
 
    	
By:
    	
/s/   John M. McManus
    
	
 
    	
 
    	
Name:
    	
John   M. McManus
    
	
 
    	
 
    	
Title:
    	
Secretary   or Attorney-in-Fact, 
    
	
 
    	
 
    	
 
    	
as   applicable, of each of the foregoing
    


 











 

	
 
    	
U.S.   BANK NATIONAL ASSOCIATION,
    
	
 
    	
as   Trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Raymond Haverstock
    
	
 
    	
 
    	
Name:   Raymond Haverstock
    
	
 
    	
 
    	
Title:   Vice President