MGM Resorts International Sample Contracts

MGM Resorts International – MGM RESORTS INTERNATIONAL REPORTS SECOND QUARTER FINANCIAL AND OPERATING RESULTS (July 25th, 2019)

Consolidated operating income increased 2% compared to the prior year quarter to $371 million. The current quarter included $43 million in restructuring costs directly related to the operating model component of the MGM 2020 Plan;

MGM Resorts International – MGM CHINA HOLDINGS LIMITED 5.875% SENIOR NOTES DUE 2026 INDENTURE Dated as of May 16, 2019 U.S. BANK NATIONAL ASSOCIATION Trustee (May 16th, 2019)

INDENTURE, dated as of May 16, 2019, between MGM China Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

MGM Resorts International – MGM CHINA HOLDINGS LIMITED 5.375% SENIOR NOTES DUE 2024 INDENTURE Dated as of May 16, 2019 U.S. BANK NATIONAL ASSOCIATION Trustee (May 16th, 2019)

INDENTURE, dated as of May 16, 2019, between MGM China Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

MGM Resorts International – MGM RESORTS INTERNATIONAL ANNOUNCES PRICING OF $1.5 BILLION SENIOR NOTES OFFERING BY MGM CHINA HOLDINGS LIMITED (May 8th, 2019)

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. The Company gives no assurance that the proposed offering can be completed on any terms.

MGM Resorts International – THIRD SUPPLEMENTAL INDENTURE TO THE INDENTURES (May 7th, 2019)

Third Supplemental Indenture (this “Third Supplemental Indenture”), dated as of January 29, 2019, among MGP Yonkers Realty Sub, LLC, a New York limited liability company, and YRL Associates, L.P., a New York limited partnership (the “Guaranteeing Entities”), MGP Finance Co-Issuer, Inc., a Delaware corporation (the “Co-Issuer”), MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the “Issuer” and, together with the Co-Issuer, the “Issuers”), the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as Trustee under the Indenture referred to below (the “Trustee”).

MGM Resorts International – FOURTH SUPPLEMENTAL INDENTURE TO THE INDENTURES (May 7th, 2019)

Fourth Supplemental Indenture (this “Fourth Supplemental Indenture”), dated as of March 29, 2019, among MGP OH Propco, LLC, a Delaware limited liability company (the “Guaranteeing Entity”), MGP Finance Co-Issuer, Inc., a Delaware corporation (the “Co-Issuer”), MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the “Issuer” and, together with the Co-Issuer, the “Issuers”), the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as Trustee under the Indenture referred to below (the “Trustee”).

MGM Resorts International – MGM RESORTS INTERNATIONAL (a Delaware corporation) $1,000,000,000 5.500% Senior Notes Due 2027 UNDERWRITING AGREEMENT (April 10th, 2019)

MGM Resorts International, a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in Schedule A of $1,000,000,000 aggregate principal amount of the Company’s 5.500% Senior Notes due 2027 (the “Notes”). The Notes are to be issued pursuant to an indenture dated as of March 22, 2012 (the “Base Indenture”) among the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the seventh supplemental indentu

MGM Resorts International – MGM RESORTS INTERNATIONAL, THE SUBSIDIARY GUARANTORS PARTY HERETO, as Subsidiary Guarantors and U.S. BANK NATIONAL ASSOCIATION, as Trustee 5.500% Senior Notes due 2027 SEVENTH SUPPLEMENTAL INDENTURE Dated as of April 10, 2019 to INDENTURE Dated as of March 22, 2012 (April 10th, 2019)

SEVENTH SUPPLEMENTAL INDENTURE, dated as of April 10, 2019, among MGM RESORTS INTERNATIONAL, a Delaware corporation (hereinafter called the “Company”), the Subsidiary Guarantors (as hereinafter defined) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as successor trustee hereunder (hereinafter called the “Trustee”).

MGM Resorts International – Re: MGM Resorts International 5.500% Senior Notes Due 2027; Underwriting Agreement dated March 27, 2019 among MGM Resorts International, the Subsidiary Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representative of the several Underwriters (April 10th, 2019)

MGM Resorts International 5.500% Senior Notes Due 2027; Underwriting Agreement dated March 27, 2019 among MGM Resorts International, the Subsidiary Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representative of the several Underwriters

MGM Resorts International – April 10, 2019 (April 10th, 2019)

This opinion letter, including the schedules hereto (the “Opinion Letter”), is being rendered at the request of the Company. All capitalized terms not otherwise defined herein shall have the same meaning as they are given in the Underwriting Agreement.

MGM Resorts International – April 10, 2019 MGM Resorts International 3600 Las Vegas Boulevard South Las Vegas, Nevada 89109 Ladies and Gentlemen: As special New Jersey counsel for MGM Resorts International, a Delaware corporation (the “Company”); AC Holding Corp. II, a Nevada corporation (the “Nevada Subsidiary”); and Marina District Development Company, LLC, a New Jersey limited liability company (“MDDC”), Marina District Development Holding Co., LLC, a New Jersey limited liability company (“MDDHC”) and MAC, CORP., a New Jersey corporation (“MAC”, and together with MDDC and MDDHC, individually, a “New Jersey Subsidiary” (April 10th, 2019)

In rendering the opinions set forth herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (the “Transaction Documents”), each dated as of the date hereof unless otherwise specified:

MGM Resorts International – THIS AGREEMENT is dated March 15, 2019 and is made BETWEEN: (March 18th, 2019)
MGM Resorts International – EMPLOYMENT AGREEMENT (February 27th, 2019)

This Employment Agreement (this "Agreement") is entered into as of November 15, 2016 by and between MGM Resorts International ("Employer"), and John McManus ("Employee").

MGM Resorts International – SEPARATION AGREEMENT AND COMPLETE RELEASE OF CLAIMS (February 22nd, 2019)

THIS SEPARATION AGREEMENT AND COMPLETE RELEASE OF CLAIMS (“Release” or “Agreement”) is made and entered into by and between Daniel D’Arrigo (“Employee”) and MGM Resorts International, for itself and its parents, subsidiaries and affiliates (the “Company”), effective as of February 21, 2019 (the “Effective Date”).

MGM Resorts International – PRESS RELEASE (January 18th, 2019)

LAS VEGAS, Jan. 17, 2019 – MGM Resorts International (NYSE: MGM) (“MGM Resorts” or the “Company”) today announced that Keith A. Meister has been appointed to the Company’s Board of Directors, effective tomorrow, January 18, 2019. With his appointment, the Company’s Board has been expanded from 12 to 13 directors.

MGM Resorts International – FIRST AMENDMENT TO CREDIT AGREEMENT (December 28th, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of April 25, 2016, among MGM RESORTS INTERNATIONAL, a Delaware corporation (the “Company” and, together with each other Subsidiary of the Company that is designated a Borrower pursuant to Section 2.17, individually, a “Borrower” and collectively, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer. The Parties hereto hereby agree with reference to the following facts:

MGM Resorts International – SEPARATION AGREEMENT AND COMPLETE RELEASE OF CLAIMS (October 11th, 2018)

THIS SEPARATION AGREEMENT AND COMPLETE RELEASE OF CLAIMS (“Release” or “Agreement”) is made and entered into by and between Robert H. Baldwin (“Employee”) and MGM Resorts International, for itself and its parents, subsidiaries and affiliates (the “Company”), effective as of October 10, 2018 (the “Effective Date”).

MGM Resorts International – SUPPLEMENTAL INDENTURE TO THE INDENTURES (August 3rd, 2018)

Supplemental Indenture (this “Supplemental Indenture”), dated as of June 15, 2018, among  MGP OH, Inc.  (the “Guaranteeing Entity”), a Delaware corporation, MGP Finance Co-Issuer, Inc., a Delaware corporation (the “Co-Issuer”), MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the “Issuer” and, together with the Co-Issuer, the “Issuers”), the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as Trustee under the Indenture referred to below (the “Trustee”).

MGM Resorts International – PART II (June 27th, 2018)

The following reflects selected historical financial data that should be read in conjunction with “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included elsewhere in this report. The historical results are not necessarily indicative of the results of operations to be expected in the future.

MGM Resorts International – MGM RESORTS INTERNATIONAL, THE SUBSIDIARY GUARANTORS PARTY HERETO, as Subsidiary Guarantors and U.S. BANK NATIONAL ASSOCIATION, as Trustee 5.750% Senior Notes due 2025 SIXTH SUPPLEMENTAL INDENTURE Dated as of June 18, 2018 to INDENTURE Dated as of March 22, 2012 (June 18th, 2018)

SIXTH SUPPLEMENTAL INDENTURE, dated as of June 18, 2018, among MGM RESORTS INTERNATIONAL, a Delaware corporation (hereinafter called the “Company”), the Subsidiary Guarantors (as hereinafter defined) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as successor trustee hereunder (hereinafter called the “Trustee”).

MGM Resorts International – Midtown Building, Suite 400 1301 Atlantic Avenue Atlantic City, NJ 08401-7212 Tel 609.348.4515 Fax 609.348.6834 June 18, 2018 MGM Resorts International 3600 Las Vegas Boulevard South Las Vegas, Nevada 89109 Ladies and Gentlemen: As special New Jersey counsel for MGM Resorts International, a Delaware corporation (the “Company”); AC Holding Corp. II, a Nevada corporation (the “Nevada Subsidiary”); and Marina District Development Company, LLC, a New Jersey limited liability company (“MDDC”), Marina District Development Holding Co., LLC, a New Jersey limited liability company (“MDDHC”) and MAC, CO (June 18th, 2018)

In rendering the opinions set forth herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (the “Transaction Documents”), each dated as of the date hereof unless otherwise specified:

MGM Resorts International – FIFTH SUPPLEMENTAL AGREEMENT DATED 15 June 2018 BETWEEN MGM CHINA HOLDINGS LIMITED MGM GRAND PARADISE, S.A. MGM GRAND PARADISE (HK) LIMITED SUPEREMPREGO LIMITADA MGM - SECURITY SERVICES, LTD. and CERTAIN FINANCE PARTIES and BANK OF AMERICA, N.A. as Facility Agent and Issuing Bank and BANK OF CHINA LIMITED, MACAU BRANCH as Security Agent relating to a credit agreement originally dated 27 July 2010, as first amended and restated by a supplemental agreement dated 22 October 2012 (such amendments being effective as of 29 October 2012), as further amended and restated by a second supplemental agree (June 18th, 2018)

(3) MGM GRAND PARADISE (HK) LIMITED, SUPEREMPREGO LIMITADA and MGM—SECURITY SERVICES, LTD. as original guarantors (the Original Guarantors);

MGM Resorts International – MGM RESORTS INTERNATIONAL (a Delaware corporation) $1,000,000,000 5.750% Senior Notes Due 2025 UNDERWRITING AGREEMENT (June 18th, 2018)
MGM Resorts International – June 18, 2018 MGM Resorts International 3600 Las Vegas Boulevard South Las Vegas, Nevada 89109 Ladies and Gentlemen: (June 18th, 2018)

We have acted as local Nevada counsel to MGM Resorts International, a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A hereto (the “Nevada Guarantors”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), pursuant to the Registration Statement on Form S-3 (File No. 333-223375), as amended, filed by the Company with the Securities and Exchange Commission (the “Commission”), including the Base Prospectus, dated March 1, 2018, contained therein, as supplemented by the Preliminary Prospectus Supplement, dated June 14, 2018, and the Prospectus Supplement, dated June 14, 2018 (collectively, the “Prospectus”), filed with the Commission (collectively, the “Registration Statement”), of $1,000,000,000 aggregate principal amount of the Company’s 5.750% Senior Notes due 2025 (the “Notes”), issued pursuant to (i) that certain Indenture, dated as of March 22, 2012, by and between the Company and U.S. Bank National Associatio

MGM Resorts International – June 18, 2018 (June 18th, 2018)

This opinion letter, including the schedules hereto (the “Opinion Letter”), is being rendered at the request of the Company. All capitalized terms not otherwise defined herein shall have the same meaning as they are given in the Underwriting Agreement.

MGM Resorts International – Re: MGM Resorts International 5.750% Senior Notes Due 2025; Underwriting Agreement dated June 14, 2018 among MGM Resorts International, the Subsidiary Guarantors and Citigroup Global Markets Inc. as Representative of the several Underwriters (June 18th, 2018)

Re: MGM Resorts International 5.750% Senior Notes Due 2025; Underwriting Agreement dated June 14, 2018 among MGM Resorts International, the Subsidiary Guarantors and Citigroup Global Markets Inc. as Representative of the several Underwriters

MGM Resorts International – MGM RESORTS INTERNATIONAL RESTRICTED STOCK UNITS AGREEMENT (May 7th, 2018)

This Agreement (including its Exhibit, the “Agreement”) is made by and between MGM Resorts International (formerly MGM MIRAGE), a Delaware corporation (the “Company”), and ______________ (the “Participant”) with an effective date of ______________ (the “Effective Date”).

MGM Resorts International – CityCenter announces agreement to sell Mandarin Oriental Las Vegas for approximately $214 million (April 26th, 2018)

Diluted earnings per share for the first quarter of $0.38, including a non-cash income tax benefit of $0.13 due to a measurement period adjustment for U.S. Tax Reform and $0.04 due to reversal of Macau shareholder dividend tax accruals, compared to diluted earnings per share of $0.36 in the prior year quarter;

MGM Resorts International – MGM RESORTS INTERNATIONAL RESTRICTED STOCK UNITS AGREEMENT (March 1st, 2018)

This Agreement (including its Exhibit, the “Agreement”) is made by and between MGM Resorts International (formerly MGM MIRAGE), a Delaware corporation (the “Company”), and                      ______________ (the “Participant”) with an effective date of ______________ (the “Effective Date”).

MGM Resorts International – MGM RESORTS INTERNATIONAL PERFORMANCE SHARE UNITS AGREEMENT (March 1st, 2018)

This Agreement (including its Exhibits, the “Agreement”) is made by and between MGM Resorts International (formerly MGM MIRAGE), a Delaware corporation (the “Company”), and [●] (the “Participant”) with an effective date of [●] (the “Effective Date”).

MGM Resorts International – THIRD AMENDMENT TO HOTEL AND CASINO GROUND LEASE (November 9th, 2017)

THIS THIRD AMENDMENT TO HOTEL AND CASINO GROUND LEASE (the "Third Amendment") is made this 21 day of   August, 2017 (the "Effective Date") by and between NATIONAL HARBOR GRAND LLC, a Maryland limited liability company (the "Landlord") and MGM NATIONAL HARBOR, LLC, a Nevada limited liability company (the "Tenant"), with reference to the following:

MGM Resorts International – MGM RESORTS INTERNATIONAL FORM OF RESTRICTED STOCK UNITS AGREEMENT (NON- EMPLOYEE DIRECTOR) (March 10th, 2017)

This Agreement (including its Exhibit, the “Agreement”) is made by and between MGM Resorts International (formerly MGM MIRAGE), a Delaware corporation (the “Company”), and                      (the “Participant”) with an effective date of                     .

MGM Resorts International – MGM RESORTS INTERNATIONAL PERFORMANCE SHARE UNITS AGREEMENT (March 10th, 2017)

This Agreement (including its Exhibits, the “Agreement”) is made by and between MGM Resorts International (formerly MGM MIRAGE), a Delaware corporation (the “Company”), and                                          (the “Participant”) with an effective date of                      (the “Effective Date”).

MGM Resorts International – MGM RESORTS INTERNATIONAL RESTRICTED STOCK UNITS AGREEMENT (March 10th, 2017)

This Agreement (including its Exhibits, the “Agreement”) is made by and between MGM Resorts International (formerly MGM MIRAGE), a Delaware corporation (the “Company”), and                      (the “Participant”) with an effective date of                     .

MGM Resorts International – MGM RESORTS INTERNATIONAL RESTRICTED STOCK UNITS AGREEMENT (March 10th, 2017)

This Agreement (including its Exhibit, the “Agreement”) is made by and between MGM Resorts International (formerly MGM MIRAGE), a Delaware corporation (the “Company”), and                      (the “Participant”) with an effective date of                     .