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).
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.”
2
“ ‘
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,
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