Item 1.01 Entry into a Material Definitive Agreement.
On April 29, 2009, MGM MIRAGE (the "Company") through IKM MGM, LLC, a
wholly-owned subsidiary of the Company, entered into Amendment No. 2 ("Amendment
No. 2") to that certain operating agreement dated September 10, 2007 (the
"Operating Agreement") of IKM JV, LLC, as previously amended by that certain
Amendment No. 1 dated September 30, 2008 ("Amendment No. 1"; the Operating
Agreement, as amended by Amendment No. 1 and Amendment No. 2, collectively, the
"Amended Operating Agreement"), with Kerzner Istithmar Las Vegas LLC ("KILV"),
as members, and IKM MGM Management, LLC and Kerzner Concepts Limited ("KCL" and
together with KILV, the "Kerzner JV Members"), as managers. The Operating
Agreement and Amendment No. 1 were filed as an exhibit to the Company's Current
Report on Form 8-K dated September 13, 2007, and an exhibit to the Company's
Current Report on Form 8-K dated October 6, 2008, respectively, which Current
Reports are incorporated herein by reference.
Pursuant to Amendment No. 2, the Company contributed $12,931,000 to the joint
venture, which amount represents one-half of the total pre-development costs
incurred to date. All further business operations contemplated by the Amended
Operating Agreement have been suspended, and either party has the right to
dissolve the joint venture at any time. Additionally, the Kerzner JV Members
waived and relinquished all rights to the property set forth in the Amended
Operating Agreement and the Company has no further obligation to contribute such
property to the joint venture.
The foregoing description of Amendment No. 2 does not purport to be complete
and is qualified in its entirety by Amendment No. 2 filed as Exhibit 10 hereto
and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
No. Description
10 Amendment No. 2 to the Operating Agreement of IKM JV, LLC dated April 29, 2009.
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