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EXHIBIT 1
MGM MIRAGE
(a Delaware corporation)
8 1/2% Senior Notes Due 2010
UNDERWRITING AGREEMENT
September 12, 2000
Morgan Stanley & Co. Incorporated
Banc of America Securities LLC
as Representatives of the several Underwriters
1585 Broadway
New York, New York 10036
Dear Sirs:
MGM MIRAGE, a Delaware corporation (the "Company"), confirms its agreement
with Morgan Stanley & Co. Incorporated and Banc of America Securities LLC 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 Morgan Stanley & Co.
Incorporated (the "Manager") and Banc of America Securities LLC are acting as
representatives (in such capacity, the "Representatives"), with respect to the
sale by the Company and the purchase by the Underwriters, acting severally and
not jointly, of $850,000,000 aggregate principal amount of the Company's 8 1/2%
Senior Notes due 2010 (the "Notes").
The Notes are to be issued pursuant to an indenture (the "Indenture")
between the Company, certain subsidiaries of the Company (the "Subsidiary
Guarantors") who have guaranteed, pursuant to guarantees included in the
Indenture (the "Subsidiary Guarantees"), the interest and other amounts payable
on the Notes and U.S. Trust Company, N.A., as trustee (the "Trustee").
The Company and the Subsidiary Guarantors have filed with the Securities
and Exchange Commission (the "Commission") a registration statement (as amended
to the date of this Agreement, the "Registration Statement") on Form S-3 (No.
333-33200) including a prospectus relating to the registration of debt and
common stock of the Company, including the Notes and the Subsidiary Guarantees
pursuant to the Securities Act of 1933, as amended (the "1933 Act"), and have
filed with, mailed for filing to, or shall promptly hereafter file with or
transmit to the Commission a final prospectus supplement specifically relating
to the Notes and the Subsidiary Guarantees pursuant to Rule 424 of the rules and
regulations of the Commission under the 1933 Act (the "1933 Act Regulations").
The Registration Statement has been declared effective by the Commission under
the 1933 Act. The term "Basic Prospectus" means the prospectus (other than
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the prospectus supplement specifically relating to the Notes and the Subsidiary
Guarantees) included in the Registration Statement. The term "Prospectus" means
the Basic Prospectus together with the final prospectus supplement specifically
relating to the Notes and the Subsidiary Guarantees. The term "preliminary
prospectus" means a preliminary prospectus supplement specifically relating to
the Notes and the Subsidiary Guarantees, together with the Basic Prospectus.
All references in this Agreement to financial statements and schedules and
other information which is "contained," "included" or "stated" in the
Registration Statement, the Basic Prospectus, the Prospectus or the preliminary
prospectus (and all other references of like import) shall be deemed to mean and
include all such financial statements and schedules and other information which
is or is deemed to be incorporated by reference in the Registration Statement,
the Basic Prospectus, the Prospectus or the preliminary prospectus, as the case
may be; and all references in this Agreement to amendments or supplements to the
Registration Statement, the Basic Prospectus, the Prospectus or the preliminary
prospectus shall be deemed to mean and include the filing of any document under
the Securities Exchange Act of 1934, as amended (the "1934 Act"), or the rules
and regulations of the Commission under the 1934 Act (the "1934 Act
Regulations") which is or is deemed to be incorporated by reference in the
Registration Statement or the Prospectus, as the case may be.
The Company understands that the Underwriters propose to make a public
offering of the Notes as soon as the Representatives deem advisable after this
Agreement has been executed and delivered and the Indenture has been qualified
under the Trust Indenture Act of 1939, as amended (the "1939 Act").
SECTION 1. Representations and Warranties.
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The Company and the Subsidiary Guarantors jointly and severally
represent and warrant to each Underwriter as of the date hereof and as of the
date on which the Closing Time (as defined in Section 2 below) occurs (such
latter date, the "Closing Date") as follows:
(a) At the time the Registration Statement became effective and
at the Closing Time, the Registration Statement and the Prospectus complied or
will comply in all material respects with the requirements of the 1933 Act and
the 1933 Act Regulations and the 1939 Act and the rules and regulations of the
Commission under the 1939 Act (the "1939 Act Regulations"), and did not and will
not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading. The Prospectus, at Closing Time, will not include an untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that the representations and
warranties in this section shall not apply to statements in or omissions from
the Registration Statement or Prospectus made in reliance upon and in conformity
with information furnished to the Company in writing by any Underwriter through
the Manager expressly for use in the Registration Statement or Prospectus.
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(b) The accountants who certified the financial statements and
supporting schedules included in the Registration Statement are independent
public accountants as required by the 1933 Act and the 1933 Act Regulations.
(c) The financial statements of the Company included in the
Registration Statement and the Prospectus present fairly the respective
financial positions of the Company and its consolidated subsidiaries as at the
dates indicated and the results of their operations for the periods specified;
except as otherwise stated in the Registration Statement, said financial
statements have been prepared in conformity with generally accepted accounting
principles applied on a consistent basis; the supporting schedules included in
the Registration Statement present fairly the information required to be stated
therein; and the Company's ratio of earnings to fixed charges (actual and, if
any, pro forma) included in the Prospectus have been calculated in compliance
with Item 503(d) of Regulation S-K of the Commission.
(d) Since the respective dates as of which information is given in the
Registration Statement and the Prospectus, except as otherwise stated therein,
(i) there has been no material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of the
Company and its subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business, (ii) there have been no transactions
entered into by the Company or any of its subsidiaries, other than those in the
ordinary course of business, which are material with respect to the Company and
its subsidiaries, considered as one enterprise, and (iii) there has been no
dividend or distribution of any kind declared, paid or made by the Company on
any class of its capital stock.
(e) The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Delaware with
corporate power and authority to own, lease and operate its properties and to
conduct its business as described in the Prospectus and to enter into and
perform its obligations under this Agreement; and the Company is duly qualified
as a foreign corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by reason of the
ownership or leasing of property or the conduct of business, except where the
failure to so qualify would not have a material adverse effect on the condition,
financial or otherwise, or the earnings, business affairs or business prospects
of the Company and its subsidiaries considered as one enterprise.
(f) Except in connection with the operation of MGM Grand Australia
Pty, Ltd. and MGM South Africa Pty, Ltd., the Company does not own, lease or
license any asset or property or conduct any business outside the United States
of America other than in connection with foreign marketing offices that are
incidental to the Company's marketing activities. Each of the subsidiaries of
the Company listed on Schedule C hereto (collectively, the "Company
Subsidiaries" and, individually, each a "Company Subsidiary") has been duly
incorporated or formed and is validly existing as a corporation or limited
liability company in good standing under the laws of its state or other
jurisdiction of incorporation or formation. Each Company Subsidiary is duly
qualified and in good standing as a foreign corporation or limited liability
company in each jurisdiction in which the character or location of its assets or
property (owned, leased or licensed) or the nature of its business makes such
qualification necessary, except for such jurisdictions where the failure to
qualify would not have a material adverse effect on the assets or properties,
business, results of operations or financial condition of
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the Company and its subsidiaries considered as one enterprise. Except through
the Company's interest in The MGM Grand Bally's Monorail LLC, Victoria Partners,
a Nevada general partnership, and Marina District Development Company, a New
Jersey general partnership, the Company does not control, directly or
indirectly, any corporation, partnership, joint venture, association or other
business organization other than the Company Subsidiaries. All of the issued and
outstanding capital stock of each Company Subsidiary has been duly authorized
and validly issued, is fully paid and non-assessable and is owned by the
Company, directly or through subsidiaries, free and clear of any security
interest, mortgage, pledge, lien, encumbrance, claim or equity, except for liens
permitted under the Indenture as described under "Limitations on Liens" in the
Prospectus; provided, that the Underwriters understand that the terms of the
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Company's Existing Senior Notes and Credit Facilities may, upon a loss of an
investment grade rating for the Existing Senior Notes, require the Company and
the Subsidiary Guarantors to pledge substantially all of their assets in support
thereof. The terms "Existing Senior Notes" and "Credit Facilities" as used
herein shall have the meaning assigned to such term under "Description of the
Notes" in the Prospectus.
(g) The authorized, issued and outstanding capital stock of the
Company is as set forth in the Prospectus under "Capitalization" (except for
subsequent issuances, if any, pursuant to this Agreement or pursuant to
reservations, agreements, employee benefit plans or the exercise of convertible
securities referred to in the Prospectus); and the shares of issued and
outstanding common stock have been duly authorized and validly issued and are
fully paid and non-assessable.
(h) Each of the Company and the Company Subsidiaries has all requisite
corporate or limited liability company power and authority, and all necessary
authorizations, approvals, consents, orders, licenses, certificates and permits
of and from all governmental or regulatory bodies or any other person or entity,
including any and all licenses, permits and approvals required under any
foreign, federal, state or local law (including the Nevada Gaming Control Act,
the New Jersey Casino Control Act, the Michigan Gaming Control Act, the
Mississippi Gaming Control Act, the Gaming Control Act of 1933 of the Northern
Territory of Australia and the rules and regulations thereunder and any similar
laws and regulations governing any aspect of legalized gaming in any foreign,
federal, state or local jurisdiction (collectively, the "Gaming Laws")), to own,
lease and license its assets and properties and to conduct its business, but
only to the extent the same are currently conducted and operated as described in
the Registration Statement and the Prospectus, and, except to the extent
disclosed in the Registration Statement and the Prospectus with respect to
Gaming Laws, to issue the Notes and execute the Subsidiary Guarantees. Except to
the extent disclosed in the Registration Statement and the Prospectus with
respect to Gaming Laws, the Company and each of the Company Subsidiaries have
fulfilled and performed in all material respects all of their obligations with
respect to such authorizations, approvals, consents, orders, licenses,
certificates and permits, and neither the Company, nor any Company Subsidiary is
in violation of any term or provision of any such authorizations, approvals,
consents, orders, licenses, certificates or permits, nor has any event occurred
which allows, or after notice or lapse of time would allow, revocation or
termination thereof or which could result in any material impairment of the
rights of the holder thereof. Neither the Company nor any of the Company
Subsidiaries has any reason to believe that any governmental or regulatory body
is considering modifying, limiting, conditioning, suspending, revoking or not
renewing any such authorizations, approvals, consents
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orders, licenses, certificates or permits of the Company or any of the Company
Subsidiaries or that such governmental or regulatory bodies are investigating
the Company or any of the Company Subsidiaries or related parties (other than
normal overseeing reviews by such bodies incident to the gaming activities and
casino management activities of the Company and the Company Subsidiaries).
(i) Neither the Company nor any Company Subsidiary is in violation of
its charter or in default in the performance or observance of any material
obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, note, lease or other instrument to which
the Company or any Company Subsidiary is a party or by which it or any of them
may be bound, or to which any of the property or assets of the Company or any
Company Subsidiary is subject except for any violation or default which,
individually or in the aggregate, would not have a material adverse effect on
the Company and the Company Subsidiaries considered as one enterprise; and the
execution, delivery and performance by the Company and each of the Subsidiary
Guarantors party to this Agreement, the Indenture, the Notes and the Subsidiary
Guarantees and the consummation of the transactions contemplated herein and
therein and compliance by the Company and the Subsidiary Guarantors with their
obligations hereunder and thereunder have been duly authorized by all necessary
corporate action and will not conflict with or constitute a breach of, or
default under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any Company Subsidiary
pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or
other instrument to which the Company or any Company Subsidiary is a party or by
which it or any of them may be bound, or to which any of the property or assets
of the Company or any Company Subsidiary is subject, nor will such action result
in any violation of the provisions of the charter or by-laws of the Company or
any Company Subsidiary or any applicable law, administrative regulation or
administrative or court decree.
(j) No labor dispute with the employees of the Company or any Company
Subsidiary exists or, to the knowledge of the Company, is imminent; and the
Company is not aware of any existing or imminent labor disturbance by the
employees of any of its principal suppliers, manufacturers or contractors, in
either case which could reasonably be expected to result in any material adverse
change in the condition, financial or otherwise, or in the earnings, business
affairs or business prospects of the Company and the Company Subsidiaries
considered as one enterprise.
(k) There is no action, suit or proceeding before or by any court or
governmental agency or body, domestic or foreign, now pending, or, to the
knowledge of the Company, threatened, against or affecting the Company or any
Company Subsidiary, which is required to be disclosed in the Registration
Statement or the Prospectus (other than as disclosed therein), or which could
reasonably be expected to result in a material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs or business
prospects of the Company and the Company Subsidiaries considered as one
enterprise, or which could reasonably be expected to materially and adversely
affect the properties or assets thereof or which could reasonably be expected to
materially and adversely affect the consummation of the transactions
contemplated by this Agreement; all pending legal or governmental proceedings to
which the Company or any Company Subsidiary is a party or of which any of their
respective property or assets is the subject which are not described in the
Registration Statement or the Prospectus,
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including ordinary routine litigation incidental to the business, are,
considered in the aggregate, not material; and there are no contracts or
documents of the Company or any Company Subsidiary which are required to be
filed as exhibits to the Registration Statement or otherwise included by the
1933 Act or by the 1933 Act Regulations which have not been so filed or
included.
(l) The Company and the Company Subsidiaries own, have incidental
rights to or possess the right to use to the extent necessary in their
businesses, or can acquire on reasonable terms, the patents, patent rights,
licenses, inventions, copyrights, know-how (including trade secrets and other
unpatented and/or unpatentable proprietary or confidential information, systems
or procedures), trademarks, service marks and trade names (collectively,
"proprietary rights") presently employed by them in connection with the business
now operated by them, and neither the Company nor any Company Subsidiary has
received any notice or is otherwise aware of any infringement of or conflict
with asserted rights of others with respect to any proprietary rights, or of any
facts which would render any proprietary rights invalid or inadequate to protect
the interest of the Company or any Company Subsidiary therein, and which
failure, infringement or conflict (if the subject of any unfavorable decision,
ruling or finding) or invalidity or inadequacy, singly or in the aggregate,
would result in any material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of the
Company and the Company Subsidiaries considered as one enterprise.
(m) No authorization, approval or consent of any court or governmental
authority or agency is necessary in connection with the offering, issuance or
sale of the Notes or the execution of the Subsidiary Guarantees, other than as
required under Gaming Laws which have been obtained or as disclosed in the
Registration Statement and the Prospectus, and except such as may be required
under the 1933 Act or the 1933 Act Regulations or state securities laws or the
qualification of the Indenture under the 1939 Act.
(n) This Agreement has been duly authorized by the Company and the
Subsidiary Guarantors, and at the Closing Time, will be duly executed and
delivered by the Company and the Subsidiary Guarantors, and will constitute a
valid and binding agreement of the Company and the Subsidiary Guarantors,
enforceable against them in accordance with its terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws relating to or affecting creditors' rights generally or by
general equitable principles.
(o) The Indenture has been duly authorized by the Company and the
Subsidiary Guarantors and, at the Closing Time, will have been duly qualified
under the 1939 Act and duly executed and delivered by the Company and the
Subsidiary Guarantors and, at such time, will constitute a valid and binding
agreement of the Company and the Subsidiary Guarantors, enforceable against them
in accordance with its terms, except as the enforcement thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting creditors' rights generally or by general equitable
principles.
(p) The Notes have been duly authorized and, at the Closing Time, will
have been duly executed by the Company and, when authenticated in the manner
provided for in the Indenture and delivered against payment of the purchase
price therefor, will constitute
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valid and binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting creditors' rights generally or by general equitable
principles, and will be in the form contemplated by, and entitled to the
benefits of, the Indenture.
(q) The Company has all requisite corporate power and authority to
enter into this Agreement and the Indenture and to carry out the provisions and
conditions hereof and thereof.
(r) Each Subsidiary Guarantor has all requisite corporate or limited
liability company power and authority to enter into this Agreement and the
Indenture and to carry out the provisions and conditions hereof and thereof.
(s) The Notes and the Indenture (including the Subsidiary Guarantees
therein) will conform in all material respects to the respective statements
relating thereto contained in the Prospectus and will be in substantially the
respective forms filed or incorporated by reference, as the case may be, as
exhibits to the Registration Statement.
(t) The Notes are and will be (i) senior in right of payment to all
subordinated indebtedness of the Company that is outstanding on the date hereof
or that may be incurred hereafter and (ii) equal in right of payment with all
other indebtedness of the Company that is outstanding on the date hereof or that
may be incurred hereafter (except for future indebtedness of the Company that
may be subordinated to the Notes). The Notes constitute "Senior Indebtedness"
with respect to the Company's 9 3/4 Senior Subordinated Notes due 2007 (the
"Subordinated Notes").
(u) The Subsidiary Guarantee of each Subsidiary Guarantor is and will
be (i) senior in right of payment to all subordinated indebtedness of the
applicable Subsidiary Guarantor that is outstanding on the date hereof or that
may be incurred hereafter and (ii) equal in right of payment with all other
indebtedness of such Subsidiary Guarantor that is outstanding on the date hereof
or that may be incurred hereafter (except for future indebtedness of such
Subsidiary Guarantor that may be subordinated to such Subsidiary Guarantee).
The Subsidiary Guarantees constitute "Senior Indebtedness" with respect to the
Subordinated Notes.
(v) The documents incorporated or deemed to be incorporated by
reference in the Prospectus, at the time they were or hereafter are filed with
the Commission, complied and will comply in all material respects with the
requirements of the 1934 Act and the 1934 Act Regulations, and, when read
together with the other information in the Prospectus, at the time the
Registration Statement and any amendments thereto become effective and at the
Closing Time, will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
Any certificate signed by any officer of the Company and delivered to
the Representatives or to counsel for the Underwriters shall be deemed a
representation and warranty by the Company to each Underwriter as to the matters
covered thereby.
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SECTION 2. Sale and Delivery to Underwriters: Closing.
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(a) On the basis of the representations and warranties herein
contained and subject to the terms and conditions herein set forth, the Company
agrees to sell to each Underwriter, severally and not jointly, and each
Underwriter, severally and not jointly, agrees to purchase from the Company, at
the price set forth in Schedule B hereto, the aggregate principal amount of
Notes set forth in Schedule A hereto opposite the name of such Underwriter, plus
any additional principal amount of Notes which such Underwriter may become
obligated to purchase pursuant to the provisions of Section 9 hereof.
(b) Pursuant to Rule 15c6-1(d) under the 1934 Act, settlement
of this offering will be six (6) business days following the execution of this
Agreement (the "Settlement Date"). Payment of the purchase price for, and
delivery of certificates for, the Notes shall be made at the office of the
Company, 3600 Las Vegas Boulevard South, Las Vegas, Nevada, or at such other
place as shall be agreed upon by the Representatives and the Company, at 6:00
A.M. (Las Vegas time) on the Closing Date (unless postponed in accordance with
the provisions of Section 9) (such time and date of payment and delivery being
herein called "Closing Time").
(c) Payment shall be made to the Company by wire transfer to an
account or sub-account designated by the Company prior to the Closing Time,
against delivery to the Representatives for the respective accounts of the
Underwriters of the Notes to be purchased by them. Global certificates
representing the Notes shall be delivered to The Depository Trust Company
("DTC"). Interests in the Underwriters' Notes will be represented by book
entries on the records of DTC as the Representatives may request not less than
two full business days in advance of the Closing Date. The Company agrees to
have the global certificates, if any, available for inspection by the
Representatives in New York, New York, not later than 1:00 p.m. on the business
day prior to the Closing Date.
SECTION 3. Covenants of the Company.
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The Company and each of the Subsidiary Guarantors, jointly and severally,
covenants with each Underwriter as follows:
(a) The Company will notify the Representatives immediately, and
confirm the notice in writing, (i) of the effectiveness of any post-effective
amendment to the Registration Statement and any amendment thereto, (ii) of the
receipt of any comments from the Commission, (iii) of any request by the
Commission for any amendment to the Registration Statement or any amendment or
supplement to the Prospectus or for additional information, and (iv) of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for that purpose.
The Company will make every reasonable effort to prevent the issuance of any
stop order and, if any stop order is issued, to obtain the lifting thereof at
the earliest possible moment.
(b) The Company will give the Representatives notice of its
intention to file or prepare any post-effective amendment to the Registration
Statement or any amendment or supplement to the Prospectus, whether pursuant to
the 1933 Act, the 1934 Act or otherwise, will furnish the Representatives with
copies of any such amendment or supplement a reasonable
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amount of time prior to such proposed filing or use, as the case may be, and
will not file any such amendment or supplement or use any such Prospectus to
which the Representatives or counsel for the Underwriters shall object.
(c) The Company will deliver to the Representatives as many signed
copies of the Registration Statement as originally filed and of each amendment
thereto (including exhibits filed therewith or incorporated by reference therein
and documents incorporated or deemed to be incorporated by reference therein) as
the Representatives may reasonably request and will also deliver to the
Representatives a conformed copy of the Registration Statement as originally
filed and of each amendment thereto (without exhibits) for each of the
Underwriters.
(d) The Company will furnish to each Underwriter, from time to time
during the period when the Prospectus is required to be delivered under the 1933
Act or the 1934 Act, such number of copies of the Prospectus (as amended or
supplemented) as such Underwriter may reasonably request for the purposes
contemplated by the 1933 Act or the 1934 Act or the respective applicable rules
and regulations of the Commission thereunder.
(e) If any event shall occur as a result of which it is necessary, in
the opinion of counsel for the Underwriters, to amend or supplement the
Prospectus in order to make the Prospectus not misleading in the light of the
circumstances existing at the time it is delivered to a purchaser, the Company
will forthwith amend or supplement the Prospectus (in form and substance
satisfactory to counsel for the Underwriters) so that, as so amended or
supplemented, the Prospectus will not include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances existing at the time it is delivered
to a purchaser, not misleading, and the Company will furnish to the Underwriters
a reasonable number of copies of such amendment or supplement.
(f) The Company will endeavor, in cooperation with the Underwriters,
to qualify the Notes for offering and sale under the applicable securities laws
of such states and other jurisdictions of the United States as the
Representatives may designate; provided, however, that the Company shall not be
obligated to qualify as a foreign corporation in any jurisdiction in which it is
not so qualified. In each jurisdiction in which the Notes have been so
qualified, the Company will file such statements and reports as may be required
by the laws of such jurisdiction to continue such qualification in effect for a
period of not less than one year from the effective date of the Registration
Statement.
(g) The Company will make generally available to its security holders
as soon as practicable, but not later than 50 days after the close of the period
covered thereby, an earnings statement (in form complying with the provisions of
Rule 158 of the 1933 Act Regulations) covering a 12-month period beginning not
later than the first day of the Company's fiscal quarter next following the
"effective date" (as defined in said Rule 158) of the Registration Statement.
(h) The Company will use the net proceeds received by it from the sale
of the Notes to repay a portion of the Company's outstanding indebtedness under
its $1.3 billion senior term loan which matures on April 6, 2001.
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(i) The Company, during the period when the Prospectus is required
to be delivered under the 1933 Act or the 1934 Act, will file all documents
required to be filed with the Commission pursuant to Section 13, 14 or 15 of the
1934 Act within the time periods required by the 1934 Act and the 1934 Act
Regulations.
(j) During the period from the date hereof to and including the
Closing Date, the Company will not, without the Representatives' prior written
consent, directly or indirectly, issue, sell, offer to sell, grant any option
for the sale of, or otherwise dispose of, any Notes or securities similar to the
Notes, or any securities convertible into or exchangeable or exercisable for any
Notes or any such similar securities, except for Notes sold to the Underwriters
pursuant to this Agreement.
SECTION 4. Payment of Expenses. The Company will pay all expenses
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incident to the performance of its obligations under this Agreement, including
(i) the preparation, printing and filing of the Registration Statement as
originally filed and of each amendment thereto, (ii) the preparation, printing
and delivery of this Agreement and the Indenture, (iii) the preparation,
issuance and delivery of the certificates for the Notes to the Underwriters,
(iv) the fees and disbursements of the Company's counsel and accountants, (v)
the qualification of the Notes under securities laws in accordance with the
provisions of Section 3(f) hereof, including filing fees and the fees and
disbursements of counsel for the Underwriters in connection therewith and in
connection with the preparation of a Blue Sky Survey, if any, (vi) the printing
and delivery to the Underwriters of copies of the Registration Statement as
originally filed and of each amendment thereto, of each preliminary prospectus,
and of the Prospectus and any amendments or supplements thereto, (vii) the
printing and delivery to the Underwriters of copies of a Blue Sky Survey, (viii)
the fees and expenses of the Trustee, including the fees and disbursements of
counsel for the Trustee in connection with the Indenture and the Notes; (ix) any
fees payable in connection with the rating of the Notes; and (x) the fee of the
National Association of Securities Dealers, Inc. If this Agreement is terminated
by the Representatives in accordance with the provisions of Section 5 hereof,
the Company shall reimburse the Underwriters for all of their out-of-pocket
expenses, including the reasonable fees and disbursements of counsel for the
Underwriters.
SECTION 5. Conditions of Underwriters' Obligations. The obligations of
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the Underwriters hereunder are subject to the accuracy of the representations
and warranties of the Company and the Subsidiary Guarantors herein contained, to
the performance by the Company and the Subsidiary Guarantors of their
obligations hereunder, and to the following further conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall have been issued under the 1933 Act or proceedings therefor
initiated or threatened by the Commission.
(b) At Closing Time the Representatives shall have received:
(1) The favorable opinion, dated as of Closing Time, of
Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP, counsel for
the Company, in form and
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substance satisfactory to counsel for the Underwriters, and covering the
matters described in Exhibit A hereto.
(2) The favorable opinion, dated as of the Closing Time, of
Lionel, Sawyer & Collins, Nevada counsel for the Company, in form and
substance satisfactory to counsel for the Underwriters, and covering the
matters described in Exhibit B hereto.
(3) The favorable opinion, dated as of the Closing Time, of
Sterns & Weinroth, New Jersey counsel for the Company, in form and
substance satisfactory to counsel for the Underwriters, and covering the
matters described in Exhibit C hereto.
(4) The favorable opinion of Dickinson Wright PLLC, Michigan
counsel to the Company, in form and substance satisfactory to counsel for
the Underwriters, and covering the matters described in Exhibit D hereto.
(5) The favorable opinion of Eaton and Cottrell P.A., Mississippi
counsel to the Company, in form and substance satisfactory to counsel for
the Underwriters, and covering the matters described in Exhibit E hereto.
(6) The favorable opinion, dated as of Closing Time, of Gibson,
Dunn & Crutcher, counsel for the Underwriters, and covering the matters
described in Exhibit F hereto.
In giving their opinions required by subsections (b)(1) and (b)(6),
respectively, of this Section, Christensen, Miller, Fink, Jacobs, Glaser, Weil &
Shapiro, LLP and Gibson, Dunn & Crutcher shall each additionally state that
nothing has come to their attention that would lead them to believe that the
Registration Statement (except for financial statements and schedules and other
financial or statistical data included or incorporated by reference therein and
that part of the Registration Statement which constitutes the Trustee's
Statement of Eligibility and Qualification under the 1939 Act (Form T-1), as to
which counsel need make no statement), at the time it became effective or at the
Closing Time, contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectus (except for financial
statements and schedules and other financial or statistical data included or
incorporated by reference therein, as to which counsel need make no statement),
at the Closing Time, included or includes an untrue statement of a material fact
or omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
(c) Subsequent to the execution and delivery of this Agreement and
prior to the Closing Time, there shall not have been any material adverse change
in the condition, financial or otherwise, or in the earnings, business affairs
or business prospects of the Company and the Company Subsidiaries, considered as
one enterprise, whether or not arising in the ordinary course of business, and
the Representatives shall have received a certificate of the president or a vice
president of the Company and of the secretary of the Company, dated as of
Closing Time, to the effect that (i) there has been no such material adverse
change, (ii) the representations and warranties in Section 1 hereof are true and
correct with the same force and
11
<PAGE>
effect as though expressly made at and as of Closing Time, (iii) all
authorizations, approval or consents under the Gaming Laws necessary in
connection with the offering, issuance and sale of the Notes and the execution
of the Subsidiary Guarantees have been obtained, (iv) the Company has complied
with all agreements and satisfied all conditions on its part to be performed or
satisfied at or prior to Closing Time, and (v) no stop order suspending the
effectiveness of the Registration Statement has been issued and no proceedings
for that purpose have been initiated or threatened by the Commission.
(d) At the time of the execution of this Agreement, the
Representatives shall have received from Arthur Andersen LLP, independent public
accountants a letter dated such date, in form and substance satisfactory to the
Representatives, to the effect that (i) they are independent public accountants
with respect to the Company and its subsidiaries within the meaning of the 1933
Act, the 1934 Act and the regulations promulgated thereunder; (ii) it is their
opinion that the financial statements and supporting schedules included in the
Registration Statement and the Prospectus and covered by their opinions therein
comply as to form in all material respects with the applicable accounting
requirements of the 1933 Act, the 1934 Act and the regulations promulgated
thereunder; (iii) based upon limited procedures set forth in detail in such
letter, nothing has come to their attention which causes them to believe that
(A) the unaudited financial statements and supporting schedules of the Company
and its subsidiaries included in the Registration Statement and the Prospectus
do not comply as to form in all material respects with the applicable accounting
requirements of the 1933 Act, the 1934 Act and the regulations promulgated
thereunder or are not presented in conformity with generally accepted accounting
principles applied on a basis consistent with that of the audited financial
statements included in the Registration Statement, or (B) the unaudited amounts
of revenues, operating income, income from operations and net income set forth
under "Selected Consolidated Financial and Other Data" in the Prospectus were
not determined on a basis consistent with that used in determining the
corresponding amounts in the audited financial statements included in the
Registration Statement and the Prospectus; and (iv) in addition to the
examination referred to in their opinions and the limited procedures referred to
in clause (iii) above, they have carried out certain specified procedures, not
constituting an audit, with respect to certain amounts, percentages and
financial information which are included in the Registration Statement and
Prospectus and which are specified by the Representatives, and have found such
amounts, percentages and financial information to be in agreement with the
relevant accounting, financial and other records of the Company and its
subsidiaries identified in such letter.
(e) At Closing Time the Representatives shall have received from
Arthur Andersen LLP, independent public accountants a letter, dated as of
Closing Time, to the effect that they reaffirm the statements made in the letter
furnished pursuant to subsection (d) of this Section, except that the specified
date referred to shall be a date not more than five days prior to Closing Time.
(f) At Closing Time, the Notes shall be rated at least Baa3 by
Moody's Investors Service, Inc. and BBB-by Standard & Poor's Ratings Group, and
the Company shall have delivered to the Representatives a letter, dated as of or
prior to the Closing Time, from each such rating agency, or other evidence
satisfactory to the Representatives, confirming that the Notes have such
ratings; and, subsequent to the execution and delivery of this Agreement and
12
<PAGE>
prior to the Closing Time, (A) there shall not have occurred a downgrading in
the rating assigned to the Notes or any of the Company's other debt securities
by any nationally recognized securities rating agency, and (B) no such
securities rating agency shall have publicly announced that it has under
surveillance or review, with possible negative implications, its rating of the
Notes or any of the Company's other debt securities.
(g) At the Closing Time counsel for the Underwriters shall have been
furnished with such documents and opinions as they may require for the purpose
of enabling them to pass upon the issuance and sale of the Notes as herein
contemplated and related proceedings, or in order to evidence the accuracy of
any of the representations or warranties, or the fulfillment of any of the
conditions, herein contained; and all proceedings taken by the Company in
connection with the issuance and sale of the Notes as herein contemplated shall
be satisfactory in form and substance to the Representatives and counsel for the
Underwriters. If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be terminated
by the Representatives by notice to the Company at any time at or prior to
Closing Time, and such termination shall be without liability of any party to
any other party except as provided in Section 4 hereof.
SECTION 6. Indemnification and Contribution.
--------------------------------
(a) The Company and the Subsidiary Guarantors, jointly and severally,
agree to indemnify and hold harmless each Underwriter and each person, if any,
who controls any Underwriter within the meaning of either Section 15 of the 1933
Act or Section 20 of the 1934 Act from and against any and all losses, claims,
damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred in connection with defending or investigating any
such action or claim) caused by any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or any amendment
thereof, any preliminary prospectus or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto), or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omission based upon information relating to any Underwriter
furnished to the Company in writing by such Underwriter through the Manager
expressly for use therein.
(b) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, its officers who signed the
Registration Statement and each person, if any, who controls the Company within
the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act
to the same extent as the foregoing indemnity in Section 6(a) from the Company
to such Underwriter, but only with reference to information relating to such
Underwriter furnished to the Company in writing by such Underwriter through the
Manager expressly for use in the Registration Statement, any preliminary
prospectus, the Prospectus or any amendments or supplements thereto.
(c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to either Section 6(a) or 6(b), such person (the "indemnified
party") shall promptly notify the
13
<PAGE>
person from whom such indemnity may be sought (the "indemnifying party") in
writing and the indemnifying party, upon request of the indemnified party, shall
retain counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related to
such proceeding. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall
be at the expense of such indemnified party unless (i) the indemnifying party
and the indemnified party shall have mutually agreed in writing to the retention
of such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified party
and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood
that the indemnifying party shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the fees and expenses of more than one
separate firm (in addition to any local counsel) for all such indemnified
parties and that all such fees and expenses shall be reimbursed as they are
incurred. Such firm shall be designated in writing by the Manager, in the case
of parties indemnified pursuant to Section 6(a) above, and by the Company, in
the case of parties indemnified pursuant to Section 6(b) above. The indemnifying
party shall not be liable for any settlement of any proceeding effected without
its written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by the first
and second sentences of this paragraph, the indemnifying party agrees that it
shall be liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than 90 days after
receipt by such indemnifying party of the aforesaid request and (ii) such
indemnifying party shall not have reimbursed the indemnified party in accordance
with such request prior to the date of such settlement. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.
(d) To the extent the indemnification provided for in Section 6(a) or
6(b) is unavailable to an indemnified party or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters on the
other hand from the offering of the Notes or (ii) if the allocation provided by
clause 6(d)(i) above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause
6(d)(i) above but also the relative fault of the Company on the one hand and of
the Underwriters on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative benefits received
by the Company on the one hand and the Underwriters on the other hand in
connection with the
14
<PAGE>
offering of the Notes shall be deemed to be in the same respective proportions
as the net proceeds from the offering of such Notes (before deducting expenses)
received by the Company and the total underwriting discounts and commissions
received by the Underwriters, in each case as set forth in the table on the
cover of the Prospectus, bear to the aggregate Price to Public of the Notes. The
relative fault of the Company on the one hand and the Underwriters on the other
hand shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or by the Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Underwriters' respective obligations to contribute pursuant to this Section
6 are several in proportion to the respective principal amounts of Notes they
have purchased hereunder, and not joint.
(e) The Company and the Underwriters agree that it would not be just
or equitable if contribution pursuant to this Section 6 were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in Section 6(d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6, no Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the Notes
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from any person who was not liable for any of such fraudulent misrepresentation.
The remedies provided for in this Section 6 are not exclusive and shall not
limit any rights or remedies which may otherwise be available to any indemnified
party at law or in equity.
(f) The indemnity and contribution provisions contained in this
Section 6 and the representations, warranties and other statements of the
Company and the Subsidiary Guarantors contained in this Agreement shall remain
operative and in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of any Underwriter or any
person controlling any Underwriter or the Company, its officers or directors or
any person controlling the Company and (iii) acceptance of and payment for any
of the Notes.
SECTION 7. Representations, Warranties and Agreements to Survive Delivery.
--------------------------------------------------------------
All representations, warranties and agreements contained in this Agreement, or
contained in certificates of officers of the Company and the Subsidiary
Guarantors submitted pursuant hereto, shall remain operative and in full force
and effect, regardless of any investigation made by or on behalf of any
Underwriter or controlling person, or by or on behalf of the Company, and shall
survive delivery of the Notes to the Underwriters.
SECTION 8. Termination of Agreement.
------------------------
15
<PAGE>
(a) This Agreement shall be subject to termination by notice given by
the Manager to the Company, if (a) after the execution and delivery of this
Agreement and prior to the Closing Date (i) trading generally shall have been
suspended or materially limited on or by, as the case may be, any of the New
York Stock Exchange, the American Stock Exchange or the National Association of
Securities Dealers, Inc., (ii) trading of any securities of the Company shall
have been suspended on any exchange or in any over-the-counter market, (iii) a
general moratorium on commercial banking activities in New York shall have been
declared by either Federal or New York State authorities or (iv) there shall
have occurred any outbreak or escalation of hostilities or any change in
financial markets or any calamity or crisis that, in the judgment of the
Manager, is material and adverse and (b) in the case of any of the events
specified in clauses 8(a)(i) through 8(a)(iv), such event, singly or together
with any other such event, makes it, in the judgment of the Manager,
impracticable to market the Notes on the terms and in the manner contemplated in
the Prospectus.
(b) If this Agreement is terminated pursuant to this Section, such
termination shall be without liability of any party to any other party except as
provided in Section 4 hereof. Notwithstanding any such termination, the
provisions of Section 6 shall remain in effect.
SECTION 9. Default by One or More of the Underwriters. If one or more of
------------------------------------------
the Underwriters shall fail at Closing Time to purchase the Notes which it or
they are obligated to purchase under this Agreement (the "Defaulted
Securities"), the Representatives shall have the right, within 24 hours
thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representatives shall not have
completed such arrangements within such 24-hour period, then:
(a) if the number of Defaulted Securities does not exceed 10% of the
Notes, each of the non-defaulting Underwriters shall be obligated, severally and
not jointly, to purchase the full amount thereof in the proportions that their
respective underwriting obligations hereunder bear to the underwriting
obligations of all non-defaulting Underwriters, or
(b) if the number of Defaulted Securities exceeds 10% of the Notes,
this Agreement shall terminate without liability on the part of any non-
defaulting Underwriter. No action taken pursuant to this Section shall relieve
any defaulting Underwriter from liability in respect of its default. In the
event of any such default which does not result in a termination of this
Agreement, either the Representatives or the Company shall have the right to
postpone Closing Time for a period not exceeding seven days in order to effect
any required changes in the Registration Statement or Prospectus or in any other
documents or arrangements.
SECTION 10. Notices. All notices and other communications hereunder shall
-------
be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to the Representatives at Morgan Stanley & Co.
Incorporated, 1585 Broadway, New York, New York 10036, attention of Michael
Fusco, and Banc of America Securities LLC, 231 South LaSalle Street, Chicago,
Illinois 60697, attention of Bruce R. Thompson, and notices to the Company shall
be directed to
16
<PAGE>
it at 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, attention of
Scott Langsner, Secretary, Treasurer.
SECTION 11. Parties. This Agreement shall each inure to the benefit of and
-------
be binding upon the parties hereto and their respective successors. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any person, firm or corporation, other than the parties hereto and their
respective successors and the controlling persons, officers and directors
referred to in Section 6 and their heirs and legal representatives, any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision herein contained. This Agreement and all conditions and provisions
hereof are intended to be for the sole and exclusive benefit of the parties
hereto and their respective successors, and said controlling persons, officers
and directors and their heirs and legal representatives, and for the benefit of
no other person, firm or corporation. No purchaser of Notes from any
Underwriter shall be deemed to be a successor by reason merely of such purchase.
SECTION 12. Governing Law and Time. This Agreement shall be governed by
----------------------
and construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed in said State. Specified times of day refer
to New York City time unless otherwise expressly provided herein.
SECTION 13. Agreement Regarding Tracinda. The Underwriters hereby agree
----------------------------
that in the event (i) there is any breach or default or alleged breach or
default by the Company under this Agreement or (ii) the Underwriters have or may
have any claim arising from or relating to the terms hereof, the Underwriters
shall not commence any lawsuit or otherwise seek to impose any liability
whatsoever against Kirk Kerkorian or Tracinda Corporation (collectively,
"Tracinda"), unless Tracinda shall have commenced a lawsuit or otherwise
initiated any claim against the Underwriters arising from or relating to this
Agreement (a "Tracinda Action"). The Underwriters hereby further agree that
unless a Tracinda Action has been commenced: (i) Tracinda shall not have any
liability whatsoever with respect to this Agreement or any matters relating to
or arising from this Agreement, including any alleged breach of or default under
this Agreement by the Company; and (ii) the Underwriters shall not assert or
permit any party claiming through it to assert a claim or impose any liability
against Tracinda as to any matter or thing arising out of or relating to this
Agreement or any alleged breach or default under this Agreement by the Company.
In addition, the Underwriters agree that Tracinda is not a party to this
Agreement.
17
<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement between
the Underwriters and the Company in accordance with its terms.
Very truly yours,
MGM MIRAGE
By: /s/ Scott Langsner
------------------------------
Name: Scott Langsner
Title: Secretary/Treasurer
18
<PAGE>
Joined in and agreed to and accepted by the
following Subsidiary Guarantors as of the date first above
written:
MGM Grand Hotel, Inc., a Nevada corporation
MGM Grand Movieworld, Inc., a Nevada corporation
Grand Laundry, Inc., a Nevada corporation
MGM Grand Advertising, Inc., a Nevada corporation
MGM Dist., Inc., a Nevada corporation
Destron, Inc., a Nevada corporation
Destron Marketing, Inc., a Nevada corporation
MGM Grand Merchandising, Inc., a Nevada corporation
MGM Grand Entertainment, Inc., a Nevada corporation
MGM Grand Atlantic City, Inc., a New Jersey corporation
MGM Grand Development, Inc., a Nevada corporation
MGM Grand Detroit, Inc., a Delaware corporation
New York-New York Hotel & Casino, LLC, a Nevada limited
liability company
PRMA, LLC, a Nevada limited liability company
The Primadonna Company, LLC, a Nevada limited liability
corporation
PRMA Land Development Co., a Nevada corporation
New PRMA Las Vegas, Inc., a Nevada corporation
PRMA-MS, Inc., a Mississippi corporation
AC Holding Corp., a Nevada corporation
AC Holding Corp. II, a Nevada corporation
The April Cook Companies, a Nevada corporation
Beau Rivage Distribution Corp., a Mississippi corporation
Beau Rivage Marketing Corp., a Nevada corporation
Beau Rivage Resorts, Inc., a Mississippi corporation
Bellagio, a Nevada corporation
Boardwalk Casino, Inc., a Nevada corporation
Bungalow, Inc., a Mississippi corporation
Country Star Las Vegas, LLC, a Nevada limited liability
company
19
<PAGE>
DAP Corporation, a Pennsylvania corporation
EGARIM, Inc., an Alabama corporation
GN Marketing Corp., New York corporation
GNL, Corp., a Nevada corporation
GNLV, Corp., a Nevada corporation
GNLV Marketing Corp. - Canada, a Nevada corporation
GNS Finance Corp., a Nevada corporation
Golden Nugget (ASIA) Ltd., a Nevada corporation
Golden Nugget Aviation Corp., a Nevada corporation
Golden Nugget Finance Corp., a Nevada corporation
Golden Nugget Marketing Corp., a California corporation
Golden Nugget Marketing Corp., a Texas corporation
Golden Nugget Marketing Corp. - Illinois, a Nevada
corporation
Golden Nugget Manufacturing Corp., a Nevada corporation
LV Concrete Corp., a Nevada corporation
MAC, Corp., a New Jersey corporation
MCD Gaming Corp., a Michigan corporation
MH, Inc., a Nevada corporation
M.I.R. Travel, a Nevada corporation
Mirage Resorts, Incorporated, a Nevada corporation
MGM Mirage Advertising, Inc., a Nevada corporation
MGM Mirage Design Group, a Nevada Corporation
MGM Mirage Entertainment and Sports, a Nevada corporation
MGM Mirage Retail, a Nevada corporation
The Mirage Casino-Hotel, a Nevada corporation
The Mirage-Golden Nugget Hong Kong, Ltd., a Nevada
corporation
The Mirage-Golden Nugget Taiwan, Ltd., a Nevada corporation
Mirage Hawaii Marketing Corp., a Nevada corporation
Mirage International, a Nevada corporation
Mirage Laundry Services Corp., a Nevada corporation
Mirage Leasing Corp., a Nevada corporation
Mirage Resorts of Maryland, Inc., a Maryland corporation
Mirage Resorts, Incorporated, a Nevada corporation
Mirage Resorts Risk Management, a Nevada corporation
MRGS Corp., a Nevada corporation
Restaurant Ventures of Nevada, Inc., a Nevada corporation
SHCR Corp., a Texas corporation
See Saw Sign Corp., a Nevada corporation
20
<PAGE>
Treasure Island Corp., a Nevada corporation
Treasure Island Productions, Inc., a Nevada corporation
VidiAd, a Nevada corporation
By: /s/ Scott Langsner
--------------------------------
Name: Scott Langsner
Title: Secretary/Treasurer
21
<PAGE>
CONFIRMED AND ACCEPTED,
as of the date first above written:
MORGAN STANLEY & CO. INCORPORATED
By: /s/ Michael Fusco
-----------------------------
Name: Michael Fusco
Title: Vice President
For itself and as Manager and a Representative of the other Underwriters
named in Schedule A hereto.
BANC OF AMERICA SECURITIES LLC
By: /s/ Bruce R. Thompson
-----------------------------
Name: Bruce R. Thompson
Title: Managing Director
For itself and as a Representative of the other Underwriters
named in Schedule A hereto.
22
<PAGE>
Schedule A
----------
--------------------------------------------------------------------------------
Name of Underwriter Principal Amount of Notes
--------------------------------------------------------------------------------
Morgan Stanley & Co. Incorporated $392,500,000
--------------------------------------------------------------------------------
Banc of America Securities LLC 114,375,000
--------------------------------------------------------------------------------
Deutsche Bank Securities Inc. 45,750,000
--------------------------------------------------------------------------------
Fleet Securities, Inc. 45,750,000
--------------------------------------------------------------------------------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 45,750,000
--------------------------------------------------------------------------------
Salomon Smith Barney Inc. 45,750,000
--------------------------------------------------------------------------------
Scotia Capital (USA) Inc. 45,750,000
--------------------------------------------------------------------------------
Bear, Stearns & Co. Inc. 22,875,000
--------------------------------------------------------------------------------
CIBC World Markets Corp. 22,875,000
--------------------------------------------------------------------------------
Lehman Brothers Inc. 22,875,000
--------------------------------------------------------------------------------
SG Cowen Securities Corporation 22,875,000
--------------------------------------------------------------------------------
Wasserstein Perella Securities, Inc. 22,875,000
--------------------------------------------------------------------------------
23
<PAGE>
Schedule B
----------
MGM MIRAGE
$850,000,000 OF 8 1/2% SENIOR NOTES DUE 2010
1. The initial public offering price of the Notes shall be 99.404% of the
principal amount thereof, plus accrued interest, if any, from the date of
issuance.
2. The purchase price to be paid by the Underwriters for the Notes shall be
98.754% of the principal amount thereof.
3. The interest rate on the Notes shall be 8 1/2% per annum.
24
<PAGE>
Schedule C
----------
Company Subsidiaries
MGM Grand Hotel, Inc., a Nevada corporation
MGM Grand Movieworld, Inc., a Nevada corporation
Grand Laundry, Inc., a Nevada corporation
MGM Grand Advertising, Inc., a Nevada corporation
MGM Dist., Inc., a Nevada corporation
Destron, Inc., a Nevada corporation
Destron Marketing, Inc., a Nevada corporation
MGM Grand Merchandising, Inc., a Nevada corporation
MGM Grand Entertainment, Inc., a Nevada corporation
MGM Grand Marketing, Ltd, a Hong Kong corporation
MGM Grand International, PTE Ltd, a Singapore corporation
MGM Grand Diamond, Inc., a Nevada corporation
MGM Grand Australia Pty Ltd., an Australian corporation
MGM Grand Atlantic City, Inc., a New Jersey corporation
MGM Grand Development, Inc., a Nevada corporation
MGM Grand South Africa, Inc., a Nevada corporation
MGM Grand South Africa Pty Ltd, a South African corporation
MGM Grand Detroit, Inc., a Delaware corporation
MGM Grand Detroit, LLC, a Delaware limited liability company
MGM Grand Detroit II, LLC, a Delaware limited liability company
Business Development Fund, LLC, a Delaware limited liability company
1533 North Woodward, Inc., a Michigan corporation
Jefferson Holdings, LLC, a Michigan limited liability company
New York-New York Hotel & Casino, LLC, a Nevada limited liability company
MGM Grand-Bally's Monorail, LLC, a Nevada limited liability company
PRMA, LLC, a Nevada limited liability company
The Primadonna Company, LLC, a Nevada limited liability corporation
PRMA Land Development Co., a Nevada corporation
New PRMA Las Vegas, Inc., a Nevada corporation
PRMA-MS, Inc., a Mississippi corporation
AC Holding Corp., a Nevada corporation
AC Holding Corp. II, a Nevada corporation
The April Cook Companies, a Nevada corporation
Beau Rivage Distribution Corp., a Mississippi corporation
Beau Rivage Marketing Corp., a Nevada corporation
Beau Rivage Resorts, Inc., a Mississippi corporation
Bellagio, a Nevada corporation
Boardwalk Casino, Inc., a Nevada corporation
Bungalow, Inc., a Mississippi corporation
Country Star Las Vegas, LLC, a Nevada limited liability company
DAP Corporation, a Pennsylvania corporation
25
<PAGE>
EGARIM, Inc., an Alabama corporation
GN Marketing Corp., New York corporation
GNL, Corp., a Nevada corporation
GNLV, Corp., a Nevada corporation
GNLV Marketing Corp. - Canada, a Nevada corporation
GNS Finance Corp., a Nevada corporation
Golden Nugget (ASIA) Ltd., a Nevada corporation
Golden Nugget Aviation Corp., a Nevada corporation
Golden Nugget Finance Corp., a Nevada corporation
Golden Nugget Marketing Corp., a California corporation
Golden Nugget Marketing Corp., a Texas corporation
Golden Nugget Marketing Corp. - Illinois, a Nevada corporation
Golden Nugget Manufacturing Corp., a Nevada corporation
LV Concrete Corp., a Nevada corporation
MAC, Corp., a New Jersey corporation
MCD Gaming Corp., a Michigan corporation
MH, Inc., a Nevada corporation
M.I.R. Travel, a Nevada corporation
Mirage Resorts, Incorporated, a Nevada corporation
MGM Mirage Advertising, Inc., a Nevada corporation
MGM Mirage Design Group, a Nevada Corporation
MGM Mirage Entertainment and Sports, a Nevada corporation
MGM Mirage Retail, a Nevada corporation
The Mirage Casino-Hotel, a Nevada corporation
The Mirage-Golden Nugget Hong Kong, Ltd., a Nevada corporation
The Mirage-Golden Nugget Taiwan, Ltd., a Nevada corporation
Mirage Hawaii Marketing Corp., a Nevada corporation
Mirage International, a Nevada corporation
Mirage Laundry Services Corp., a Nevada corporation
Mirage Leasing Corp., a Nevada corporation
Mirage Resorts of Maryland, Inc., a Maryland corporation
Mirage Resorts, Incorporated, a Nevada corporation
Mirage Resorts Risk Management, a Nevada corporation
MRGS Corp., a Nevada corporation
Restaurant Ventures of Nevada, Inc., a Nevada corporation
SHCR Corp., a Texas corporation
See Saw Sign Corp., a Nevada corporation
Treasure Island Corp., a Nevada corporation
Treasure Island Productions, Inc., a Nevada corporation
VidiAd, a Nevada corporation
26
<PAGE>
Exhibit A
---------
Opinion matters covered by
Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP,
counsel to the Company
(i) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
(ii) The Company has all requisite corporate power and authority to own,
lease and operate its properties and to conduct its business as described in the
Registration Statement and Prospectus, but only to the extent the same are
currently conducted and operated, and to enter into and perform its obligations
under this Agreement, the Indenture and the Notes.
(iii) To the best of their knowledge and information, the Company is duly
qualified as a foreign corporation to transact business and is in good standing
in each jurisdiction in which such qualification is required, except where
failure to be in good standing would not have a material adverse effect on the
condition, financial or otherwise, or the earnings, business affairs or business
prospects of the Company and the Company Subsidiaries considered as one
enterprise.
(iv) Each Company Subsidiary that is a corporation has been duly
incorporated and is validly existing as a corporation in good standing under the
laws of the jurisdiction of its incorporation. Each Company Subsidiary that is a
limited liability company has been duly formed and is validly existing as a
limited liability company in good standing under the laws of the jurisdiction of
its formation. Each Company Subsidiary has all requisite corporate or limited
liability company power and authority to own, lease and operate its properties,
to conduct its business as described in the Registration Statement and
Prospectus but only to the extent the same are currently conducted and operated
and to enter into and perform its obligations under this Agreement, the
Indenture and the Subsidiary Guarantees and, to the best of their knowledge and
information, is duly qualified as a foreign corporation to transact business and
is in good standing in each jurisdiction in which such qualification is
required, except where failure to be in good standing would not have a material
adverse effect on the condition, financial or otherwise, or the earnings,
business affairs or business prospects of the Company and the Company
Subsidiaries considered as one enterprise. Assuming that the Company acquired
such shares in good faith and without knowledge of any adverse claim, to the
best of such counsel's knowledge, all of the issued and outstanding capital
stock of each Company Subsidiary has been duly authorized and validly issued, is
fully paid and non-assessable and is owned by the Company, directly or through
subsidiaries, free and clear of any security interest, mortgage, pledge, lien,
encumbrance, claim or equity (except for liens permitted under the Indenture),
except that all of the issued and outstanding shares of Destron Marketing, Inc.
are owned of record by Terrence Lanni and Robert Moon.
(v) This Agreement has been duly authorized, executed and delivered by
the Company and the Subsidiary Guarantors.
27
<PAGE>
(vi) The Registration Statement is effective under the 1933 Act and, to
the best of their knowledge and information, no stop order suspending the
effectiveness of the Registration Statement has been issued under the 1933 Act
or, to the best of their knowledge and information, proceedings therefor
initiated or threatened by the Commission.
(vii) At the time the Registration Statement became effective and at the
Closing Time, the Registration Statement (other than the financial statements
and supporting schedules and other financial and statistical data included
therein, as to which no opinion need be rendered) complied as to form in all
material respects with the requirements of the 1933 Act and the 1933 Act
Regulations.
(viii) To the best of their knowledge and information, there are no legal
or governmental proceedings pending or threatened which are required to be
disclosed in the Registration Statement, other than those disclosed therein.
(ix) The information in the Prospectus under "Description of the Notes,"
"Description of Our Long Term Debt" and "Description of Debt Securities," to the
extent that it constitutes matters of law, summaries of legal matters, documents
or proceedings, or legal conclusions, has been reviewed by them and is correct
in all material respects.
(x) To the best of their knowledge and information, there are no
contracts, indentures, mortgages, loan agreements, notes, leases or other
instruments required to be described or referred to in the Registration
Statement or to be filed as exhibits thereto other than those described or
referred to therein or filed or incorporated by reference as exhibits thereto,
the descriptions thereof or references thereto are correct in all material
respects, and no default exists in the due performance or observance of any
material obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, note, lease or other instrument so
described, referred to, filed or incorporated by reference, where the
consequences of such default would have a material adverse effect on the
condition, financial or otherwise, or the earnings, business affairs or business
prospects of the Company and its subsidiaries considered as one enterprise.
(xi) No authorization, approval, consent or order of any court or
governmental authority or agency is required in connection with the offering,
issuance or sale of the Notes and the Subsidiary Guarantees contemplated herein
and in the Prospectus, except (a) as disclosed in the Registration Statement or
(b) such as may be required under the Gaming Laws which have been obtained or
the 1933 Act or the 1933 Act Regulations or state securities law or the
qualification of the Indenture under the 1939 Act; and, to the best of their
knowledge and information, the execution, delivery and performance of this
Agreement, the Indenture, the Notes and the Subsidiary Guarantees and the
consummation of the transactions contemplated herein and therein and compliance
by the Company and the Subsidiary Guarantors with its or their obligations
hereunder and thereunder will not: (1) conflict with or constitute a breach of,
or default under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any Company Subsidiary
pursuant to, any contract, indenture,
28
<PAGE>
mortgage, loan agreement, note, lease or other instrument to which the Company
or any Company Subsidiary is a party or by which it or any of them may be bound,
or to which any of the property or assets of the Company or any Company
Subsidiary is subject which would result in a material adverse effect on the
condition, financial or otherwise, or the earnings, business affairs or business
prospects of the Company and the Company Subsidiaries considered as one
enterprise; or (2) result in any violation of the provisions of (A) any
applicable law, administrative regulation or administrative or court decree
which would result in a material adverse effect on the condition, financial or
otherwise, or the earnings, business affairs or business prospects of the
Company and the Company Subsidiaries considered as one enterprise or (B) the
charter or by-laws of the Company or any Company Subsidiary.
(xii) To the best of their knowledge and information, there are no persons
with registration or other similar rights to have any securities registered
pursuant to the Registration Statement or otherwise registered by the Company
under the 1933 Act.
(xiii) The Indenture and the Notes have been duly authorized by the Company
and, assuming the due authorization, execution and delivery of the Indenture by
the Trustee, the Indenture constitutes, and the Notes (when executed by the
Company and authenticated by the Trustee in the manner provided in the Indenture
and delivered against payment therefor) will constitute, the valid and binding
agreements of the Company enforceable against the Company in accordance with
their terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar law relating to or
affecting creditors' rights generally or by general equitable principles, and
except that certain provisions of the Indenture and the Notes may not be
enforceable in whole or in part under the laws of the State of Nevada, but the
inclusion of such provisions does not affect the validity of such documents and
such documents contain adequate provisions for enforcing payment of the monetary
obligations of the Company under the Notes and for the practical realization of
the rights and benefits afforded thereby, provided such enforcement is conducted
in accordance with the procedures established by the laws of the State of
Nevada.
(xiv) The Indenture and the Subsidiary Guarantees contained within the
Indenture have been duly authorized, executed and delivered by the Subsidiary
Guarantors and (assuming the due authorization, execution and delivery of the
Indenture by the Trustee) constitute valid and binding agreements of the
Subsidiary Guarantors enforceable against the Subsidiary Guarantors in
accordance with their terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar law relating
to or affecting creditors' rights generally or by general equitable principles,
and except that certain provisions of the above-referenced documents may not be
enforceable in whole or in part under the laws of the State of Nevada, but the
inclusion of such provisions does not affect the validity of such documents and
such documents contain adequate provisions for enforcing payment of the monetary
obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and for
the practical realization of the rights and benefits afforded thereby, provided
such enforcement is conducted in accordance with the procedures established by
the laws of the State of Nevada.
29
<PAGE>
(xv) The Notes and the Subsidiary Guarantees are in the form
contemplated by the Indenture.
(xvi) The Indenture has been duly qualified under the 1939 Act.
(xvii) The Notes, the Subsidiary Guarantees and the Indenture conform in
all material respects to the descriptions thereof contained in the Prospectus.
(xviii) The Notes and the Subsidiary Guarantees constitute "Senior
Indebtedness" with respect to the Company's 9 3/4 Senior Subordinated Notes due
2007.
(xix) Each document filed pursuant to the 1934 Act (other than the
financial statements and supporting schedules included therein, as to which no
opinion need be rendered) and incorporated or deemed to be incorporated by
reference in the Prospectus complied when so filed as to form in all material
respects with the 1934 Act and the 1934 Act Regulations.
In giving its opinions required by subsection (b)(1) of Section 5,
Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP shall be entitled
to rely on the opinions of internal counsel to the Company and Lionel, Sawyer
and Collins with respect to Nevada law matters, Eaton and Cottrell P.A. with
respect to Mississippi law matters and Sterns & Weinroth with respect to New
Jersey law matters.
30
<PAGE>
Exhibit B
---------
Opinion matters covered by Lionel, Sawyer & Collins,
Nevada counsel to the Company
(i) Each of the domestic Company Subsidiaries identified as Nevada
corporations on Schedule C hereto (the "Nevada Subsidiaries") that is a
corporation, has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Nevada. Each
of the Nevada Subsidiaries that is a limited liability company has been
duly formed and is validly existing as a limited liability company in good
standing under the laws of the State of Nevada. All of the issued and
outstanding shares of capital stock of each of the Nevada Subsidiaries that
is a corporation have been duly authorized and validly issued, are fully
paid and nonassessable and are directly owned of record by the Company or
one of the Nevada Subsidiaries. All of the issued and outstanding
membership interests of each of the Nevada Subsidiaries that is a limited
liability company have been duly authorized and validly issued, are fully
paid and nonassessable and are directly owned of record by the Company or
one of the Nevada Subsidiaries. Assuming that the Company acquired such
shares and interests in good faith and without knowledge of any adverse
claim, to the best of such counsel's knowledge, the Company or its
subsidiary holds such shares and interests free and clear of any security
interest, lien, encumbrance or other adverse claim. To the best of such
counsel's knowledge, except as disclosed in the Registration Statement and
the Prospectus, there is no outstanding subscription, option, warrant or
other right calling for the issuance of any share of stock of any of the
Nevada Subsidiaries or any security convertible into, exercisable for, or
exchangeable for stock of any Nevada Subsidiary.
(ii) Each of the Nevada Subsidiaries has all requisite corporate or
limited liability company power and authority to own, lease and license its
assets and properties, to conduct its businesses as described and to the
extent described in the Registration Statement and Prospectus, but only to
the extent the same are currently conducted and operated and to enter into
and perform its obligations under this Agreement, the Indenture and its
Subsidiary Guarantee, to the extent that it is a party hereto or thereto.
(iii) To the extent the Nevada Subsidiaries are parties thereto, the
Indenture and the Subsidiary Guarantees contained therein have been duly
and validly authorized, and the Indenture and such Subsidiary Guarantees
have been executed and delivered by the Nevada Subsidiaries.
(iv) To the best of such counsel's knowledge, none of the Nevada
Subsidiaries is in violation of any term or provision of its articles or
incorporation or bylaws, or articles of organization or operating
agreement, as the case may be. Except as disclosed in the Registration
Statement and the Prospectus, to the best of such counsel's knowledge, no
default exists and no event has occurred which with notice or lapse of
time, or both, would constitute a default in the due performance and
observance of any express term, covenant or condition by any of the Nevada
Subsidiaries of any indenture, mortgage, deed of trust, note or any other
agreement or instrument to which any of the Nevada Subsidiaries is a party
or by which they or any of their assets or properties or businesses
<PAGE>
may be bound or affected, where the consequences of such default would have
a material adverse effect on the assets, properties, business, results of
operations, prospects or financial condition of the Company and its
subsidiaries considered as one enterprise.
(v) Each of the Company and the Nevada Subsidiaries has all
authorizations, approvals, consents, orders, licenses, certificates and
permits required of or from any governmental or regulatory body under the
Nevada Gaming Control Act and the rules and regulations promulgated
thereunder (the "Nevada Gaming Laws")(each, a "Nevada Permit") to own,
lease and license its assets and properties and to conduct its business as
described in the Registration Statement and the Prospectus but only to the
extent the same are currently conducted and operated and to issue the Notes
and to execute the Subsidiary Guarantees. To the best of such counsel's
knowledge, the Company and each of the Nevada Subsidiaries have fulfilled
and performed in all material respects all of their obligations with
respect to Nevada Permits, and, to the best of such counsel's knowledge,
neither the Company nor any Nevada Subsidiary is in violation of any term
or provision of any such Nevada Permits, nor has any event occurred which
allows, or after notice or lapse of time would allow, revocation or
termination thereof or which could result in any material impairment of the
rights of the holder of any such Nevada Permits.
(vi) To the extent the Nevada Subsidiaries are parties hereto, this
Agreement has been duly authorized, executed and delivered by the Nevada
Subsidiaries. No Nevada Permits are required for the performance of this
Agreement or for the consummation of the transactions contemplated hereby
or any other transaction described in the Registration Statement and the
Prospectus to be entered into prior to or contemporaneously with the sale
of the Notes and the execution of the Subsidiary Guarantees, except (i) as
disclosed in the Registration Statement and the Prospectus and (ii) for
such Nevada Permits that have been obtained.
(vii) Assuming (except as hereinafter provided with respect to the
Notes) the due authorization, execution and delivery of the Indenture by
the Company and the Trustee, the Indenture constitutes, and the Notes, when
executed by the Company and authenticated by the Trustee in the manner
provided in the Indenture (assuming the due authorization, execution and
delivery of the Indenture by the Trustee) and delivered against payment of
the purchase price therefor, will constitute, the valid and binding
agreements of the Company enforceable against the Company in accordance
with their terms and entitled to the benefits of the Indenture, except as
the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar law relating to or affecting
creditors' rights generally or by general equitable principles and except
that certain provisions of the above- referenced documents may not be
enforceable in whole or in part under the laws of the State of Nevada, but
the inclusion of such provisions does not affect the validity of such
documents and such documents contain adequate provisions for enforcing
payment of the monetary obligations of the Company under the Notes and for
the practical realization of the rights and benefits afforded thereby,
provided such enforcement is conducted in accordance with the procedures
established by the laws of the State of Nevada.
32
<PAGE>
(viii) The Indenture (including the Subsidiary Guarantees therein)
has been duly authorized, executed and delivered by the Company Nevada
Subsidiaries to the extent they are parties thereto. Assuming the due
authorization, execution and delivery of the Indenture by the Subsidiary
Guarantors (other than the Nevada Subsidiaries) and, assuming the due
authorization, execution and delivery thereof by the Trustee, the Indenture
(including the Subsidiary Guarantees therein) constitutes valid and binding
agreements of the Subsidiary Guarantors enforceable against such Subsidiary
Guarantors in accordance with their terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar law relating to or affecting creditors' rights
generally or by general equitable principles and except that certain
provisions of the above-referenced documents may not be enforceable in
whole or in part under the laws of the State of Nevada, but the inclusion
of such provisions does not affect the validity of such documents and such
documents contain adequate provisions for enforcing payment of the monetary
obligations of the Subsidiary Guarantors under the Indenture and for the
practical realization of the rights and benefits afforded thereby, provided
such enforcement is conducted in accordance with the procedures established
by the laws of the State of Nevada.
(ix) The statements under the caption "Regulation and Licensing--
Nevada Gaming Regulation" (and the statements in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999 under the
caption "Item 1. Business-Hotels and Gaming-Nevada Government Regulation")
included in the Prospectus insofar as such statements constitute a summary
of matters of Nevada law, a summary of Nevada proceedings or Nevada legal
conclusions, in each case as in effect at the time such statements were
made, are correct in all material respects.
33
<PAGE>
Exhibit C
---------
Opinion matters covered by Sterns & Weinroth,
New Jersey counsel to the Company
(i) Each of MGM Grand Atlantic City, Inc. ("MGM-AC") and MAC, Corp.
("MAC" and together with MGM-AC, the "New Jersey Subsidiaries") has been
duly incorporated and is validly existing as a corporation in good standing
under the laws of New Jersey. All of the issued and outstanding shares of
capital stock of MGM-AC have been duly authorized and validly issued, are
fully paid and nonassessable and are directly owned of record by the
Company. Assuming the Company acquired such shares without knowledge of
any adverse claim, to the best of such counsel's knowledge, the Company
holds such shares free and clear of any security interest, lien,
encumbrance or other adverse claim. All of the issued and outstanding
shares of capital stock of MAC have been duly authorized and validly
issued, are fully paid and nonassessable and are directly owned of record
by Mirage Resorts, Incorporated. Assuming Mirage Resorts, Incorporated
acquired such shares without knowledge of any adverse claim, to the best of
such counsel's knowledge, Mirage Resorts, Incorporated holds such shares
free and clear of any security interest, lien, encumbrance or other adverse
claim. To such counsel's knowledge, except as disclosed in the
Registration Statement and the Prospectus, there is no outstanding
subscription, option, warrant or other right calling for the issuance of
any share of stock of any New Jersey Subsidiary or any security convertible
into, exercisable for, or exchangeable for stock of such Subsidiary.
(ii) Each of the New Jersey Subsidiaries has all requisite corporate
power and authority to own, lease and license its assets and properties, to
conduct its businesses as described in the Registration Statement and
Prospectus, but only to the extent the same are currently conducted and
operated, and to enter into and perform its obligations under this
Agreement, the Indenture and its Subsidiary Guarantee, to the extent that
it is a party hereto or thereto.
(iii) Each New Jersey Subsidiary has taken all necessary corporate
action to authorize the execution and delivery of this Agreement, the
Indenture and its Subsidiary Guarantee, to the extent that it is a party
hereto or thereto.
(iv) To such counsel's knowledge, no New Jersey Subsidiary is in
violation of any term or provision of its charter or bylaws. Except as
disclosed in the Registration Statement and the Prospectus, to such
counsel's knowledge, no default exists and no event has occurred which with
notice or lapse of time, or both, would constitute a default in the due
performance and observance of any express term, covenant or condition by
such New Jersey Subsidiary of any indenture, mortgage, deed of trust, note
or any other agreement or instrument to which such New Jersey Subsidiary is
a party or by which it or any of its assets or properties or businesses may
be bound or affected, where the consequences of such default would have a
material adverse effect on the assets, properties, business, results of
operations, prospects or financial condition of the Company and its
subsidiaries considered as one enterprise.
<PAGE>
(v) No authorization, approval, consent, order, license, certificate
or permit (each, "a New Jersey Permit") required of or from any
governmental or regulatory body under the New Jersey Casino Control Act and
the rules and regulations promulgated thereunder (the "New Jersey Gaming
Laws") is required for the performance of this Agreement or for the
consummation of the transactions contemplated hereby or any other
transaction described in the Registration Statement or the Prospectus to be
entered into in connection therewith (including the issuance of the
Subsidiary Guarantees) except as disclosed in the Registration Statement or
the Prospectus and except for such New Jersey Permits that have been
obtained. This Agreement, the Registration Statement and the Prospectus
have been presented to any and all governmental agencies or authorities to
the extent required by any New Jersey Gaming Laws, and such documents and
the transactions contemplated hereby or thereby have been approved by or on
behalf of such governmental agencies or authorities to the extent required
by any New Jersey Gaming Laws, and such approvals have not been revoked,
modified or rescinded.
(vi) The statements in the Prospectus under the caption "Regulation
and Licensing--New Jersey Government Regulation" insofar as such statements
constitute a summary of matters of New Jersey law, a summary of New Jersey
proceedings or New Jersey legal conclusions, in each case as in effect at
the time such statements were made, are correct in all material respects.
35
<PAGE>
Exhibit D
---------
Opinion matters covered by Dickinson Wright PLLC,
Michigan counsel to the Company
(i) No authorization, approval, consent, order, license, certificate
or permit (each, a "Michigan Permit") required of or from any governmental
or regulatory body under the Michigan Gaming Control Act and the rules and
regulations promulgated thereunder (the "Michigan Gaming Laws") is required
for the performance of this Agreement or for the consummation of the
transactions contemplated hereby or any other transaction described in the
Registration Statement or the Prospectus to be entered into in connection
therewith (including the issuance of the Subsidiary Guarantees) except as
disclosed in the Registration Statement and except for such Michigan
Permits that have been obtained. This Agreement, the Registration
Statement and the Prospectus have been presented to any and all
governmental agencies or authorities to the extent required by any Michigan
Gaming Laws, and such documents and the transactions contemplated hereby or
thereby have been approved by or on behalf of such governmental agencies or
authorities to the extent required by any Michigan Gaming Laws, and such
approvals have not been revoked, modified or rescinded.
(ii) The statements in the Prospectus under the caption "Regulation
and Licensing--Michigan Government Regulation and Taxation " insofar as
such statements constitute a summary of matters of Michigan law, a summary
of Michigan proceedings or Michigan legal conclusions, in each case as in
effect at the time such statements were made, are correct in all material
respects.
<PAGE>
Exhibit E
---------
Opinion matters covered by Eaton and Cottrell P.A.,
Mississippi counsel to the Company
(i) Each of Beau Rivage Distribution Corp., Beau Rivage Resorts,
Inc., Bungalow, Inc. and PRMA-MS, Inc. (the "Mississippi Subsidiaries") has
been duly incorporated and is validly existing as a corporation in good
standing under the laws of Mississippi. Based upon certificates of the
Mississippi Subsidiaries and such counsel's review of the articles of
incorporation, bylaws, minute books and stock record books of the
Mississippi Subsidiaries, all of the issued and outstanding shares of
capital stock of the Mississippi Subsidiaries have been duly authorized and
validly issued, are fully paid and nonassessable and are directly owned of
record by the Company or a wholly owned, direct or indirect, domestic
subsidiary of the Company. Assuming the Company or such subsidiary acquired
such shares in good faith and without knowledge of any adverse claim, to
such counsel's knowledge, the Company or such subsidiary holds such shares
free and clear of any security interest, lien, encumbrance or other adverse
claim. To such counsel's knowledge, except as disclosed in the Registration
Statement and the Prospectus, there is no outstanding subscription, option,
warrant or other right calling for the issuance of any share of stock of
any Mississippi Subsidiary or any security convertible into, exercisable
for, or exchangeable for stock of such Subsidiary.
(ii) Each of the Mississippi Subsidiaries has all requisite corporate
power and authority to own, lease and license its assets and properties, to
conduct its businesses as described in the Registration Statement and
Prospectus, but only to the extent the same are currently conducted and
operated, and to enter into and perform its obligations under this
Agreement, the Indenture and its Subsidiary Guarantee, to the extent that
it is a party hereto or thereto.
(iii) Based upon certificates of the Mississippi Subsidiaries and
such counsel's review of the articles of incorporation, bylaws and minute
books of the Mississippi Subsidiaries, each Mississippi Subsidiary has
taken all necessary corporate action to authorize the execution and
delivery of this Agreement, the Indenture and its Subsidiary Guarantee, to
the extent that it is a party hereto or thereto.
(iv) To such counsel's knowledge, no Mississippi Subsidiary is in
violation of any term or provision of its articles of incorporation or
bylaws. Except as disclosed in the Registration Statement and the
Prospectus, to such counsel's knowledge, no default exists and no event has
occurred which with notice or lapse of time, or both, would constitute a
default in the due performance and observance of any express term, covenant
or condition by such Mississippi Subsidiary of any indenture, mortgage,
deed of trust, note or any other agreement or instrument to which such
Mississippi Subsidiary is a party or by which it or any of its assets or
properties or businesses may be bound or affected, where the consequences
of such default would have a material adverse effect on the assets,
properties, business, results of operations, prospects or financial
condition of the Company and its subsidiaries considered as one enterprise.
<PAGE>
(v) No authorization, approval, consent, order, license, certificate
or permit (each, a "Mississippi Permit") required of or from any
governmental or regulatory body under the Mississippi Gaming Control Act
and the rules and regulations promulgated thereunder ("Mississippi Gaming
Laws") is required for the performance of this Agreement or for the
consummation of the transactions contemplated hereby or any other
transaction described in the Registration Statement or the Prospectus to be
entered into in connection therewith (including the issuance of the
Subsidiary Guarantees) except as disclosed in the Registration Statement
and the Prospectus and except for such Mississippi Permits that have been
obtained. This Agreement, the Registration Statement and the Prospectus
have been presented to any and all governmental agencies or authorities to
the extent required by any Mississippi Gaming Laws, and such documents and
the transactions contemplated hereby or thereby have been approved by or on
behalf of such governmental agencies or authorities to the extent required
by any Mississippi Gaming Laws, and such approvals have not been revoked,
modified or rescinded.
(vi) The statements in the Prospectus under the caption "Regulation
and Licensing--Mississippi Government Regulation" insofar as such
statements constitute a summary of matters of Mississippi law, a summary of
Mississippi proceedings or Mississippi legal conclusions, in each case as
in effect at the date such statements were made, are correct in all
material respects.
38
<PAGE>
Exhibit F
---------
Opinion matters covered by Gibson, Dunn & Crutcher
The matters set forth in (i), (v) (as to Delaware corporations), (vi),
(vii), and (xiii) to (xviii) inclusive, of Exhibit A.
In giving its opinions required by subsection (b)(6) of Section 5, Gibson,
Dunn & Crutcher LLP shall be entitled to rely on the opinions of internal
counsel to the Company and Lionel, Sawyer and Collins with respect to Nevada law
matters, Eaton and Cottrell P.A. with respect to Mississippi law matters and
Sterns & Weinroth with respect to New Jersey law matters.
