Completion Guarantee Sample Contracts

Third Amended and Restated Sponsor Completion Guarantee (November 7th, 2013)

This Third Amended and Restated Sponsor Completion Guarantee (this Guarantee) dated as of October 16, 2013, is made by MGM Resorts International, a Delaware corporation (Completion Guarantor), in favor of CITYCENTER HOLDINGS, LLC, a Delaware limited liability company (the Company), and BANK OF AMERICA, N.A., as collateral agent pursuant to the Amended and Restated Credit Agreement referred to below (in such capacity together with its successors, the Collateral Agent), with reference to the following facts:

Citycenter Vdara Development, Llc – Second Amended and Restated Sponsor Completion Guarantee (September 29th, 2011)

This Second Amended and Restated Sponsor Completion Guarantee (this Guarantee) dated as of January 21, 2011, is made by MGM Resorts International, formerly known as MGM MIRAGE, a Delaware corporation (Completion Guarantor), in favor of CITYCENTER HOLDINGS, LLC, a Delaware limited liability company (the Company), and BANK OF AMERICA, N.A., as collateral agent pursuant to the Credit Agreement Collateral Agent Agreement referred to below (in such capacity together with its successors, the Credit Agreement Collateral Agent), U.S. Bank, National Association, as trustee, as collateral agent pursuant to the Additional First Lien Collateral Agent Agreement referred to below (in such capacity, together with its successors, the Additional First Lien Collateral Agent), and U.S. Bank, National Association, as trustee, as collateral agent pursuant to the Second Lien Collateral Agent Agreement (in such capacity, together with its successors, the Second Lien Collateral Agent), with reference to the f

Completion Guarantee (April 27th, 2011)

This COMPLETION GUARANTEE (Guaranty) is executed as of April 25, 2011, by CAESARS ENTERTAINMENT CORPORATION, a Delaware corporation (Guarantor), in favor of JPMORGAN CHASE BANK, N.A., a national association, as Administrative Agent and Collateral Agent for the Lenders (as hereinafter defined) (Agent), for the benefit of the Lenders, with reference to the following facts:

Second Amended and Restated Sponsor Completion Guarantee (January 21st, 2011)

This Second Amended and Restated Sponsor Completion Guarantee (this Guarantee) dated as of January 21, 2011, is made by MGM Resorts International, formerly known as MGM MIRAGE, a Delaware corporation (Completion Guarantor), in favor of CITYCENTER HOLDINGS, LLC, a Delaware limited liability company (the Company), and BANK OF AMERICA, N.A., as collateral agent pursuant to the Credit Agreement Collateral Agent Agreement referred to below (in such capacity together with its successors, the Credit Agreement Collateral Agent), U.S. Bank, National Association, as trustee, as collateral agent pursuant to the Additional First Lien Collateral Agent Agreement referred to below (in such capacity, together with its successors, the Additional First Lien Collateral Agent), and U.S. Bank, National Association, as trustee, as collateral agent pursuant to the Second Lien Collateral Agent Agreement (in such capacity, together with its successors, the Second Lien Collateral Agent), with reference to the f

Amended and Restated Sponsor Completion Guarantee (Mgm Mirage) (May 5th, 2009)

This Amended and Restated Sponsor Completion Guarantee (this Guarantee) dated as of April 29, 2009, is made by MGM MIRAGE, a Delaware corporation (Completion Guarantor), in favor of CITYCENTER HOLDINGS, LLC, a Delaware limited liability company (Borrower), and BANK OF AMERICA, N.A., as collateral agent pursuant to the Collateral Agent and Intercreditor Agreement referred to below (in such capacity together with its successors, the Collateral Agent) for the benefit of the Beneficiaries referred to below, with reference to the following facts:

Sponsor Completion Guarantee (Mgm Mirage) (November 6th, 2008)

This Sponsor Completion Guarantee (this Completion Guarantee) dated as of October 31, 2008, is made by MGM MIRAGE, a Delaware corporation (Completion Guarantor), in favor of CITYCENTER HOLDINGS, LLC, a Delaware limited liability company (Borrower), and BANK OF AMERICA, N.A., as collateral agent pursuant to the Collateral Agent and Intercreditor Agreement referred to below (in such capacity together with its successors, the Collateral Agent) for the benefit of the Beneficiaries referred to below, with reference to the following facts: