to a portion thereof), or evidenced by notes, bonds, debentures or
similar instruments or letters of credit, or representing the
balance deferred and unpaid of the purchase price of any property,
including any such indebtedness Incurred in connection with the
acquisition by such Person or any of its Subsidiaries of any other
business or entity, if and to the extent such indebtedness would
appear as a liability upon a balance sheet of such Person prepared
in accordance with generally accepted accounting principles,
including for such purpose obligations under finance leases and
(ii) any guarantee, endorsement (other than for collection or
deposit in the ordinary course of business), discount with
recourse, or any agreement (contingent or otherwise) to purchase,
repurchase or otherwise acquire or to supply or advance funds with
respect to, or to become liable with respect to (directly or
indirectly) any indebtedness of any Person, but shall not include
indebtedness or amounts owed for compensation to employees, or for
goods or materials purchased, or services utilized, in the ordinary
course of business of such Person.
“Independent Investment Banker” means one of the Reference
Treasury Dealers appointed by us.
“Insurance Subsidiaries” means MGMM Insurance Company and
any other Subsidiaries established from time to time by us or our
Subsidiaries for the primary purpose of insuring the business,
facilities and/or employees of MGM Resorts International and its
“Issue Date” means the date on which the Notes offered
hereby are issued.
“Joint Venture” means any partnership, corporation or other
entity, in which up to and including 50% of the partnership
interests, outstanding voting stock or other equity interests is
owned, directly or indirectly, by MGM Resorts International and/or
one or more of its Subsidiaries.
“Lien” means any mortgage, deed of trust, pledge,
hypothecation, assignment for security, security interest,
encumbrance or lien of any kind, whether voluntarily incurred or
arising by operation of law or otherwise, affecting any property,
including any agreement to grant any of the foregoing, any
conditional sale or other title retention agreement, any lease in
the nature of a security interest, and/or the filing of or
agreement to give any financing statement (other than a
precautionary financing statement with respect to a lease that is
not in the nature of a security interest) under the Universal
Commercial Code as in effect in the State of New York or comparable
law of any jurisdiction with respect to any property; provided that
in no event shall an operating lease be deemed to constitute a
“Mandalay Notes” means Mandalay Resort Group’s 7.0%
Debentures due 2036.
“MDDC” means Marina District Development Company, LLC, a New
Jersey limited liability company.
“MDDHC” means Marina District Development Holding Co., LLC,
a New Jersey limited liability company.
“MGM Yonkers” means MGM Yonkers, Inc., a New York
“MGP” means MGM Growth Properties LLC, a Delaware limited
liability company, and its successors.
Indebtedness” means Indebtedness the terms of which provide
that the lender’s claim for repayment of such Indebtedness is
limited solely to a claim against the property which secures such
“Obligations” means any principal, interest, premium, if
any, penalties, fees, indemnifications, reimbursements, expenses,
damages or other liabilities or amounts payable under the
documentation governing or otherwise in respect of any
“Person” means any individual, corporation, limited
liability company, partnership, joint venture, association,
joint-stock company, trust, estate, unincorporated organization or
government or any agency or political subdivision thereof or any