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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933



MGM RESORTS INTERNATIONAL
(Exact name of registrant as specified in its charter)



Delaware
(State or other jurisdiction of
incorporation or organization)
  88-0215232
(I.R.S. Employer
Identification Number)

3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 693-7120

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)



See Table of Additional Registrants Below



John M. McManus, Esq.
Executive Vice President, General Counsel and Secretary
MGM Resorts International
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(702) 693-7120

(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

Rod Miller, Esq.
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, New York 10005
(212) 530-5000

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.

            If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o

            If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ý

            If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

            If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

            If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ý

            If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

            Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o



CALCULATION OF REGISTRATION FEE

               
 
Title Of Each Class of Securities
To Be Registered

  Amount To Be Registered
  Proposed Maximum
Offering Price per
Unit

  Proposed Maximum
Aggregate Offering
Price

  Amount Of
Registration Fee

 

Guarantees of Debt Securities(1)

              (2)               (2)               (2)               (1)(2)

 

(1)
Guarantees of Debt Securities may be issued by those direct and indirect subsidiaries of MGM Resorts International listed on the following page under the caption "Table of Additional Registrants." Pursuant to Rule 457(n), no separate registration fee is payable in respect of the registration of the guarantees.

(2)
An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be offered hereunder at indeterminate prices. Securities registered hereunder may be issued in primary offerings or upon exercise, conversion or exchange of other securities registered hereunder. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are represented by depositary shares. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the registrant is deferring payment of the entire registration fee.

   


TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in Its Charter*
  State or Other
Jurisdiction of
Incorporation or
Organization
  I.R.S. Employer
Identification
Number
 

350 Leasing Company I, LLC

  Nevada     26-0257649  

350 Leasing Company II, LLC

  Nevada     26-0881385  

450 Leasing Company I, LLC

  Nevada     80-0562797  

550 Leasing Company I, LLC

  Nevada     88-0121916  

550 Leasing Company II, LLC

  Nevada     27-2301518  

AC Holding Corp. 

  Nevada     88-0220212  

AC Holding Corp. II

  Nevada     88-0220229  

Aria Resort & Casino, LLC

  Nevada     20-5396350  

Beau Rivage Resorts, Inc., dba Beau Rivage

  Mississippi     88-0340296  

Bellagio, LLC, dba Bellagio

  Nevada     94-3373852  

Bungalow, Inc. 

  Mississippi     64-0410882  

Circus Circus Casinos, Inc., dba Circus Circus Hotel and Casino-Las Vegas Circus Circus Hotel and Casino-Reno and Slots-A-Fun Casino

  Nevada     88-0191825  

CityCenter Facilities Management, LLC

  Nevada     27-3246985  

CityCenter Realty Corporation

  Nevada     20-5106648  

Destron, Inc. 

  Nevada     88-0234293  

Diamond Gold, Inc. 

  Nevada     88-0242688  

Galleon, Inc. 

  Nevada     88-0307225  

Gold Strike Fuel Company, LLC dba Gold Strike Auto & Truck Plaza

  Nevada     88-0433152  

Gold Strike L.V. 

  Nevada     88-0230231  

Grand Laundry, Inc. 

  Nevada     88-0298834  

IKM MGM, LLC

  Nevada     26-0872384  

IKM MGM Management, LLC

  Nevada     26-0872415  

Jean Development Company, LLC, dba Gold Strike Hotel and Gambling Hall

  Nevada     88-0223200  

Jean Development North, LLC

  Nevada     88-0312945  

Jean Development West, LLC

  Nevada     88-0241415  

Jean Fuel Company West, LLC dba Nevada Landing Auto Plaza

  Nevada     88-0269160  

LV Concrete Corp. 

  Nevada     88-0337406  

MAC, Corp. 

  New Jersey     22-3424950  

Mandalay Corp., dba Mandalay Bay Resort and Casino and TheHotel

  Nevada     88-0384693  

Mandalay Employment, LLC

  Nevada     26-2196014  

Mandalay Marketing and Events

  Nevada     88-0350241  

Mandalay Place

  Nevada     88-0383769  

Mandalay Resort Group

  Nevada     88-0121916  

Metropolitan Marketing, LLC

  Nevada     22-3756320  

MGM Brimfield, LLC

  Massachusetts     45-4315066  

MGM Grand Atlantic City, Inc. 

  New Jersey     88-0354792  

MGM Grand Condominiums, LLC

  Nevada     55-0806676  

MGM Grand Condominiums II, LLC

  Nevada     20-2116101  

MGM Grand Condominiums III, LLC

  Nevada     05-0627790  

MGM Grand Condominiums East-Tower I, LLC

  Nevada     20-5106711  

MGM Grand Detroit, Inc. 

  Delaware     91-1829051  

MGM Grand Hotel, LLC, dba MGM Grand Hotel & Casino

  Nevada     94-3373856  

MGM Hospitality, LLC

  Nevada     20-8588249  

MGM International, LLC

  Nevada     20-5581298  

MGM Resorts Advertising, Inc. 

  Nevada     88-0162200  

MGM Resorts Aircraft Holdings, LLC

  Nevada     11-3739807  

MGM Resorts Aviation Corp. 

  Nevada     88-0173596  

MGM Resorts Corporate Services

  Nevada     88-0225681  

MGM Resorts Development, LLC

  Nevada     88-0368826  

MGM Resorts Entertainment and Sports

  Nevada     88-0245169  

MGM Resorts International Design

  Nevada     88-0406202  

Exact Name of Registrant as Specified in Its Charter*
  State or Other
Jurisdiction of
Incorporation or
Organization
  I.R.S. Employer
Identification
Number
 

MGM Resorts International Global Gaming Development, LLC

  Nevada     26-3463682  

MGM Resorts International Marketing, Inc. 

  Nevada     86-0868640  

MGM Resorts International Operations, Inc. 

  Nevada     88-0471660  

MGM Resorts Lake Charles, LLC

  Louisiana     45-3733517  

MGM Resorts Land Holdings, LLC

  Nevada     51-0649237  

MGM Resorts Management and Technical Services, LLC

  Nevada     20-4986873  

MGM Resorts Manufacturing Corp. 

  Nevada     88-0195439  

MGM Resorts Mississippi, Inc., dba Gold Strike Casino Resort

  Mississippi     64-0831942  

MGM Resorts Online, LLC

  Nevada     45-3690532  

MGM Resorts Retail

  Nevada     88-0385232  

MH, Inc., dba Shadow Creek

  Nevada     88-0245162  

Mirage Leasing Corp. 

  Nevada     88-0424843  

Mirage Laundry Services Corp. 

  Nevada     88-0287118  

Mirage Resorts, Incorporated

  Nevada     88-0058016  

M.I.R. Travel

  Nevada     88-0276369  

MMNY Land Company, Inc. 

  New York     33-1043606  

MRGS, LLC

  Nevada     88-0321295  

M.S.E. Investments, Incorporated ("MSE")

  Nevada     88-0142077  

Nevada Landing Partnership

  Illinois     88-0311065  

New Castle Corp., dba Excalibur Hotel and Casino

  Nevada     88-0239831  

New PRMA Las Vegas, Inc. 

  Nevada     88-0430015  

New York-New York Hotel & Casino, LLC, dba New York-New York Hotel & Casino

  Nevada     88-0329896  

New York-New York Tower, LLC

  Nevada     84-1646058  

NYNY RokVegas, LLC

  Nevada     20-5375199  

OE Pub, LLC

  Nevada     27-0940613  

PRMA, LLC

  Nevada     88-0430017  

PRMA Land Development Company, dba Primm Valley Golf Club

  Nevada     88-0325842  

Project CC, LLC

  Nevada     84-1669056  

Railroad Pass Investment Group, LLC, dba Railroad Pass Hotel and Casino

  Nevada     88-0208350  

Ramparts, Inc., dba Luxor Hotel and Casino

  Nevada     88-0237030  

Signature Tower 1, LLC

  Nevada     20-5382807  

Signature Tower 2, LLC

  Nevada     26-3300673  

Signature Tower 3, LLC

  Nevada     26-3300756  

The Crystals at CityCenter Management, LLC

  Nevada     74-3242574  

The Mirage Casino-Hotel, dba The Mirage

  Nevada     88-0224157  

The Signature Condominiums, LLC

  Nevada     33-1129331  

Tower B, LLC

  Nevada     42-1747200  

Tower C, LLC

  Nevada     42-1747202  

Vendido, LLC

  Nevada     45-4205677  

Vdara Condo Hotel, LLC

  Nevada     20-8277206  

Victoria Partners, dba Monte Carlo Resort and Casino

  Nevada     88-0346764  

VidiAd

  Nevada     88-0428375  

Vintage Land Holdings, LLC

  Nevada     20-8920761  

Vintage Land Holdings II, LLC

  Nevada     26-0181763  

*
Each additional registrant is a direct or indirect subsidiary of MGM Resorts International. The address, including zip code, and telephone number, including area code, of each registrant's principal executive offices is c/o MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, telephone (702) 693-7120. The name, address, and telephone number of the agent for service for each additional registrant is John M. McManus, Executive Vice President, General Counsel and Secretary, MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109, telephone (702) 693-7120.


EXPLANATORY NOTE

        This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-180112) of MGM Resorts International (the "Company") and its subsidiary guarantor registrants (the "Registration Statement") is being filed for the purpose of adding MAC, Corp., a subsidiary of the Company, as co-registrant that is, or may potentially be, a guarantor of some or all of the debt securities with respect to which offers and sales are registered under the Registration Statement. No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, such base prospectus is being omitted from this filing.



PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution.

        The following table is an itemization of the fees and expenses incurred or expected to be incurred in connection with the issuance and distribution of the securities being registered. The Registrant will bear all expenses of the offering of the securities registered hereby and all but the SEC registration fee are estimates and remain subject to future contingencies.

Securities and Exchange Commission Fee

  $              *

Printing and Engraving Expenses

  $              **

Legal Fees and Expenses

  $              **

Accounting Fees and Expenses

  $              **

Trustee Fees and Expenses

  $              **

Miscellaneous

  $              **
       

Total

  $              **
       

*
In accordance with Rule 456(b) and as set forth in footnote (1) to the "Calculation of Registration Fee" table on the front cover page of this registration statement, we are deferring payment of the registration fee for the securities offered by this prospectus.

**
These fees are calculated based on the securities offered and the number of issuances. Therefore, these fees cannot be estimated at this time.

Item 15.    Indemnification of Directors and Officers.

        Section 145 of the Delaware General Corporation Law (the "DGCL") provides that a corporation may indemnify directors and officers, as well as other employees and individuals, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of such corporation. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any certificate of incorporation, bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

        Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability: (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for payments of unlawful dividends or unlawful stock repurchases, redemptions or other distributions or (iv) for any transactions from which the director derived an improper personal benefit.

        The amended and restated certificate of incorporation of MGM Resorts International provides MGM Resorts International will indemnify its directors and officers to the fullest extent permitted by law and that no director shall be liable for monetary damages to MGM Resorts International or its stockholders for any breach of fiduciary duty, except to the extent provided by applicable law. Article II, Section 12 of the Bylaws of MGM Resorts International provides for indemnification of persons to the extent permitted by the Delaware General Corporation Law.

        The law of the state of incorporation and/or the provisions of the certificates of incorporation, the bylaws, the limited liability company agreements or the general partnership agreements, as applicable, of all of the subsidiaries listed in the "Table of Additional Registrants" included in the Registration

II-1


Statement, provide for the limitation of liability and indemnification of officers, directors, managers and persons performing similar functions, as applicable, of the subsidiaries similar to those described above.

        MGM Resorts International maintains standard policies of directors' and officers' liability insurance. The Registrant also has entered into indemnification agreements with its directors and officers. Subject to certain limited exceptions, under these agreements MGM Resorts International will be obligated, to the fullest extent not prohibited by the DGCL, to indemnify such directors and officers against all expenses, judgments, fines and penalties incurred in connection with the defense or settlement of any actions brought against them by reason of the fact they were directors and officers of MGM Resorts International.

Item 16.    Exhibits.

Exhibit
Number
  Description of Exhibit
  1.1   Form of Underwriting Agreement*

 

4.1

 

Amended and Restated Certificate of Incorporation of MGM Resorts International, dated June 14, 2011 ((incorporated by reference to Exhibit 3.1 to MGM Resorts International's Quarterly Report on Form 10-Q filed on August 9, 2011)

 

4.2

 

Amended and Restated Bylaws of MGM Resorts International (incorporated by reference to Exhibit 3.1 to MGM Resorts International's Current Report on Form 8-K filed on December 20, 2010)

 

4.3

 

Form of Indenture for the Debt Securities (previously filed)

 

4.4

 

Form of Debt Security*

 

4.5

 

Form of Guarantee*

 

4.6

 

Form of Warrant Agreement*

 

4.7

 

Form of Warrant*

 

4.8

 

Form of Rights Agreement*

 

4.9

 

Form of Stock Purchase Agreement*

 

4.10

 

Form of Unit Agreement*

 

5.1

 

Opinion of Milbank, Tweed, Hadley and McCloy (previously filed)

 

12.1

 

Computation of Ratio of Earnings to Fixed Charges (previously filed)

 

23.1

 

Consent of Deloitte & Touche LLP**

 

23.2

 

Consent of Milbank, Tweed, Hadley and McCloy LLP (previously filed)

 

24.1

 

Power of Attorney (previously filed)

 

25.1

 

Statement of Eligibility on Form T-1 of U.S. Bank National Association, to act as trustee under the Indenture**

*
To be filed by amendment or as an exhibit to a document filed by MGM Resorts International under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.

**
Filed herewith.

II-2


Item 17.    Undertakings.

        1.     The undersigned Registrant hereby undertakes:

        2.     That, for the purpose of determining liability under the Securities Act to any purchaser:

II-3


        3.     The undersigned Registrant hereby undertakes that, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

        4.     The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        5.     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

        6.     To supplement the prospectus, after the expiration of any warrant or right subscription period, to set forth the results of any warrant or right subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

II-4


        7.     The undersigned Registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act ("Act") in accordance with the rules and regulations prescribed by the Commission under section 305(b)2 of the Act.

II-5



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts International certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    MGM Resorts International

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 

 

 
*

James J. Murren
  Chairman of the Board,
Chief Executive Officer and President
(Principal Executive Officer)

*

Robert H. Baldwin

 

Chief Design and Construction
Officer and Director

*

Daniel J. D'Arrigo

 

Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)

*

Robert C. Selwood

 

Executive Vice President
and Chief Accounting Officer
(Principal Accounting Officer)

*

William A. Bible

 

Director

*

Burton M. Cohen

 

Director

II-6


SIGNATURE
 
TITLE

 

 

 

 

 
*

Willie D. Davis
  Director

*

Alexis M. Herman

 

Director

*

Roland Hernandez

 

Director

*

Anthony Mandekic

 

Director

*

Rose McKinney-James

 

Director

*

Daniel J. Taylor

 

Director

*

Melvin B. Wolzinger

 

Director

*By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact

 

 

II-7


        Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    AC HOLDING CORP.
    AC HOLDING CORP. II
    DIAMOND GOLD, INC.
    LV CONCRETE CORP.
    MANDALAY MARKETING AND EVENTS
    MANDALAY PLACE
    MANDALAY RESORT GROUP
    MGM GRAND ATLANTIC CITY, INC.
    MGM GRAND DETROIT, INC.
    MGM RESORTS AVIATION CORP.
    MGM RESORTS CORPORATE SERVICES
    MGM RESORTS MANUFACTURING CORP.
    MH, INC.
    M.I.R. TRAVEL
    MIRAGE LAUNDRY SERVICES CORP.
    MIRAGE LEASING CORP.
    MMNY LAND COMPANY, INC.
    M.S.E. INVESTMENTS, INCORPORATED
    NEW PRMA LAS VEGAS, INC.
    PRMA LAND DEVELOPMENT COMPANY

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

II-8


        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 

 

 
*

James J. Murren
  President and Director
(Principal Executive Officer)

*

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

*

William J. Hornbuckle

 

Director

*

Corey Sanders

 

Director

*By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact

 

 

II-9


        Pursuant to the requirements of the Securities Act of 1933, as amended, the Bungalow, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

  BUNGALOW, INC.

 

By:

 

/s/ JOHN M. MCMANUS


John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 

 

 
*

George P. Corchis, Jr.
  President and Director
(Principal Executive Officer)

*

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

*

William J. Hornbuckle

 

Director

*

Corey Sanders

 

Director

*

James J. Murren

 

Director

*By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact

 

 

II-10


        Pursuant to the requirements of the Securities Act of 1933, as amended, Circus Circus Casinos, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

  CIRCUS CIRCUS CASINOS, INC.

 

By:

 

/s/ JOHN M. MCMANUS


John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 

 

 
*

Donald Thrasher
  President
(Principal Executive Officer)

*

Sheri Cherubino

 

Vice President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)

*

William J. Hornbuckle

 

Director

*

Corey Sanders

 

Director

*

James J. Murren

 

Director

*By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact

 

 

II-11


        Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    CITYCENTER REALTY CORP
MGM RESORTS INTERNATIONAL DESIGN

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 

 

 
*

Robert H. Baldwin
  President
(Principal Executive Officer)

*

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

*

William J. Hornbuckle

 

Director

*

Corey Sanders

 

Director

*

James J. Murren

 

Director

*By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact

 

 

II-12


        Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    DESTRON, INC.
MGM RESORTS INTERNATIONAL
MARKETING, INC.

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 

 

 
*

Albert Faccinto, Jr.
  President
(Principal Executive Officer)

*

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

*

William J. Hornbuckle

 

Director

*

Corey Sanders

 

Director

*

James J. Murren

 

Director

*By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact

 

 

II-13


        Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    GALLEON, INC.
MGM RESORTS INTERNATIONAL
OPERATIONS, INC.

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 

 

 
*

Corey I. Sanders
  President and Director
(Principal Executive Officer)

*

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

*

William J. Hornbuckle

 

Director

*

James J. Murren

 

Director

*By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact

 

 

II-14


        Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    GRAND LAUNDRY, INC.

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

Scott Sibella
  President
(Principal Executive Officer)

*

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

*

William J. Hornbuckle

 

Director

*

Corey Sanders

 

Director

*

James J. Murren

 

Director

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-15


        Pursuant to the requirements of the Securities Act of 1933, as amended, Mandalay Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    MANDALAY CORP.

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

Chuck Bowling
  President
(Principal Executive Officer)

*

Carlos Castro

 

Senior Vice President
and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)

*

William J. Hornbuckle

 

Director

*

Corey Sanders

 

Director

*

James J. Murren

 

Director

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-16


        Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    MGM RESORTS ADVERTISING, INC.
VIDIAD

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

William J. Hornbuckle
  President and Director
(Principal Executive Officer)

*

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

*

Corey Sanders

 

Director

*

James J. Murren

 

Director

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-17


        Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts Entertainment and Sports certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    MGM RESORTS ENTERTAINMENT AND SPORTS

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

Richard Sturm
  President
(Principal Executive Officer)

*

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

*

William J. Hornbuckle

 

Director

*

Corey Sanders

 

Director

*

James J. Murren

 

Director

 

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-18


        Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts Retail certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    MGM RESORTS RETAIL

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

Frank Visconti
  President
(Principal Executive Officer)

*

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

*

William J. Hornbuckle

 

Director

*

Corey Sanders

 

Director

*

James J. Murren

 

Director

 

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-19


        Pursuant to the requirements of the Securities Act of 1933, as amended, The Mirage Casino-Hotel certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    THE MIRAGE CASINO-HOTEL

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

Felix Rappaport
  President
(Principal Executive Officer)

*

Debbie Hottensen

 

Vice President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)

*

William J. Hornbuckle

 

Director

*

Corey Sanders

 

Director

*

James J. Murren

 

Director

 

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-20


        Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and have duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    NEW CASTLE CORP.
RAMPARTS, INC.

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

Suzanne Renee West
  President
(Principal Executive Officer)

*

Scott B. Snow

 

Senior Vice President
and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)

*

William J. Hornbuckle

 

Director

*

Corey Sanders

 

Director

*

James J. Murren

 

Director

 

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-21


        Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    550 LEASING COMPANY I, LLC
MANDALAY EMPLOYMENT, LLC

 

 

By:

 

Mandalay Resort Group
    Its:   Member

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

James J. Murren
  President and Director of Mandalay
Resort Group
(Principal Executive Officer)

*

Daniel J. D'Arrigo

 

Treasurer of Mandalay Resort Group
(Principal Financial Officer and
Principal Accounting Officer)

*

William J. Hornbuckle

 

Director of Mandalay Resort Group

*

Corey Sanders

 

Director of Mandalay Resort Group

 

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-22


        Pursuant to the requirements of the Securities Act of 1933, as amended, Nevada Landing Partnership certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    NEVADA LANDING PARTNERSHIP

 

 

By:

 

MSE Investments, Incorporated
    Its:   General Partner
    By:   Diamond Gold, Inc.
    Its:   General Partner

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

James J. Murren
  President and Director of each
General Partner of
Nevada Landing Partnership
(Principal Executive Officer)

*

Daniel J. D'Arrigo

 

Treasurer of each
General Partner of
Nevada Landing Partnership
(Principal Financial Officer and
Principal Accounting Officer)

*

William J. Hornbuckle

 

Director of each
General Partner of
Nevada Landing Partnership

*

Corey Sanders

 

Director of each
General Partner of
Nevada Landing Partnership

 

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-23


        Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    350 LEASING COMPANY I, LLC
350 LEASING COMPANY II, LLC
450 LEASING COMPANY I, LLC
550 LEASING COMPANY II, LLC
MGM RESORTS INTERNATIONAL GLOBAL GAMING DEVELOPMENT, LLC
METROPOLITAN MARKETING, LLC
MGM RESORTS AIRCRAFT HOLDINGS, LLC
MGM RESORTS LAND HOLDINGS, LLC
MGM RESORTS ONLINE, LLC
PRMA, LLC
VINTAGE LAND HOLDINGS, LLC
VINTAGE LAND HOLDINGS II, LLC

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 

 

 
*

James J. Murren
  President and Director
(Principal Executive Officer)

*

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

*

Corey I. Sanders

 

Director

*By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact

 

 

II-24


        Pursuant to the requirements of the Securities Act of 1933, as amended, Aria Resort & Casino, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    ARIA RESORT & CASINO, LLC

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 

 

 
*

William McBeath
  President
(Principal Executive Officer)

*

William Boasberg

 

Senior Vice President
—Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)

*

Corey I. Sanders

 

Director

*

James J. Murren

 

Director

*By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact

 

 

II-25


        Pursuant to the requirements of the Securities Act of 1933, as amended, MRGS, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    MRGS, LLC

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 

 

 
*

Anton Nikodemus
  President
(Principal Executive Officer)

*

Doug Sandoval

 

Vice President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)

*

Corey I. Sanders

 

Director

*

James J. Murren

 

Director

*By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact

 

 

II-26


        Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    BEAU RIVAGE RESORTS, INC.
MGM RESORTS MISSISSIPPI, INC.

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

George P. Corchis, Jr.
  President
(Principal Executive Officer)

*

Jorge Perez

 

Vice President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)

*

Eric Wolfman

 

Vice President and Chief Financial Officer of
MGM Resorts Mississippi, Inc.
(Principal Financial Officer and
Principal Accounting Officer)

*

Corey I. Sanders

 

Director

*

James J. Murren

 

Director

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-27


        Pursuant to the requirements of the Securities Act of 1933, as amended, Bellagio, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    BELLAGIO, LLC

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

Randy Morton
  President
(Principal Executive Officer)

*

Michael Longi

 

Vice President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)

*

Corey I. Sanders

 

Director

*

James J. Murren

 

Director

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-28


        Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    CITYCENTER FACILITIES
MANAGEMENT, LLC
PROJECT CC, LLC
VDARA CONDO HOTEL, LLC

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

Robert H. Baldwin
  President
(Principal Executive Officer)

*

Chris Nordling

 

Executive Vice President and
Chief Financial Officer of
Project CC, LLC
(Principal Financial Officer and
Principal Accounting Officer)

*

Daniel J. D'Arrigo

 

Treasurer of
CityCenter Facilities Management, LLC
and Vdara Condo Hotel, LLC
(Principal Financial Officer and
Principal Accounting Officer)

*

Corey I. Sanders

 

Director

II-29


SIGNATURE
 
TITLE

 

 

 
*

James J. Murren
  Director

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-30


        Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

  MGM RESORTS DEVELOPMENT, LLC

  IKM MGM MANAGEMENT, LLC

  IKM MGM, LLC

 

By:

 

/s/ JOHN M. MCMANUS


John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

Ken Rosevear
  President
(Principal Executive Officer)

*

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

*

Corey I. Sanders

 

Director

*

James J. Murren

 

Director

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-31


        Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

  GOLD STRIKE FUEL COMPANY, LLC

  JEAN DEVELOPMENT COMPANY, LLC

  JEAN DEVELOPMENT NORTH, LLC

  JEAN DEVELOPMENT WEST, LLC

  JEAN FUEL COMPANY WEST, LLC

  RAILROAD PASS INVESTMENT GROUP, LLC

 

By:

 

/s/ JOHN M. MCMANUS


John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

Donald Thrasher
  President
(Principal Executive Officer)

*

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

*

Corey I. Sanders

 

Director

*

James J. Murren

 

Director

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-32


        Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Brimfield, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

  MGM BRIMFIELD, LLC

 

By:

 

/s/ JOHN M. MCMANUS


John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

William J. Hornbuckle
  President
(Principal Executive Officer)

*

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

*

Corey I. Sanders

 

Director

*

James J. Murren

 

Director

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-33


        Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    MGM GRAND CONDOMINIUMS
EAST-TOWER I, LLC
MGM GRAND CONDOMINIUMS, LLC
MGM GRAND CONDOMINIUMS II, LLC
MGM GRAND CONDOMINIUMS III, LLC
MGM GRAND HOTEL, LLC
THE SIGNATURE CONDOMINIUMS, LLC
SIGNATURE TOWER 2, LLC
SIGNATURE TOWER 3, LLC
SIGNATURE TOWER I, LLC
TOWER B, LLC
TOWER C, LLC

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

Scott Sibella
  President
(Principal Executive Officer)

*

Mike Neubecker

 

Senior Vice President—
Chief Financial Officer of
MGM Grand Hotel, LLC
(Principal Financial Officer and
Principal Accounting Officer)

*

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

*

Corey I. Sanders

 

Director

II-34


SIGNATURE
 
TITLE

 

 

 
*

James J. Murren
  Director

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-35


        Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    MGM HOSPITALITY, LLC
MGM RESORTS MANAGEMENT AND
TECHNICAL SERVICES, LLC

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

Gamal Abdelaziz
  President
(Principal Executive Officer)

*

James Mhra

 

Senior Vice President and
Chief Financial Officer of
MGM Hospitality, LLC
(Principal Financial Officer and
Principal Accounting Officer)

*

Corey I. Sanders

 

Director

*

James J. Murren

 

Director

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-36


        Pursuant to the requirements of the Securities Act of 1933, as amended, MGM International, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    MGM INTERNATIONAL, LLC

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

Albert Faccinto, Jr.
  President
(Principal Executive Officer)

*

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

*

Corey I. Sanders

 

Director

*

James J. Murren

 

Director

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-37


        Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    NEW YORK-NEW YORK HOTEL & CASINO, LLC
NEW YORK-NEW YORK TOWER, LLC
NYNY ROKVEGAS, LLC

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

Cynthia Kiser Murphey
  President
(Principal Executive Officer)

*

Courtney Wenlender

 

Vice President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)

*

Corey I. Sanders

 

Director

*

James J. Murren

 

Director

 

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-38


        Pursuant to the requirements of the Securities Act of 1933, as amended, the entities listed below certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    OE PUB, LLC
THE CRYSTALS AT CITYCENTER MANAGEMENT, LLC

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

Frank Visconti
  President
(Principal Executive Officer)

*

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

*

Corey I. Sanders

 

Director

*

James J. Murren

 

Director

 

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-39


        Pursuant to the requirements of the Securities Act of 1933, as amended, MGM Resorts Lake Charles, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    MGM RESORTS LAKE CHARLES, LLC

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

George P. Corchis, Jr.
  President and Director
(Principal Executive Officer)

*

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

*

Corey I. Sanders

 

Director

 

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-40


        Pursuant to the requirements of the Securities Act of 1933, as amended, Mirage Resorts, Incorporated certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    MIRAGE RESORTS, INCORPORATED

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

James J. Murren
  President and Director
(Principal Executive Officer)

*

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

*

John M. McManus

 

Director

 

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-41


        Pursuant to the requirements of the Securities Act of 1933, as amended, MAC, Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    MAC, CORP.

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

William J. Hornbuckle
  President and Director
(Principal Executive Officer)

*

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

*

William Hornbuckle

 

Director

*

Ken Rosevear

 

Director

 

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-42


        Pursuant to the requirements of the Securities Act of 1933, as amended, Victoria Partners certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    VICTORIA PARTNERS

 

 

By:

 

MRGS, LLC
    Its:   Partner

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

 

 

By:

 

Gold Strike L.V.
    By:   Diamond Gold, Inc.
    Its:   General Partner
    By:   M.S.E. Investments, Incorporated
    Its:   General Partner

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

II-43


        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

Anton Nikodemus
  President and Chief Operating
Officer of MRGS, LLC
(Principal Executive Officer)

*

James J. Murren

 

Treasurer and Manager of MRGS, LLC
and President and Director of each
Partner of Gold Strike L.V.
(Principal Executive Officer)

*

Doug Sandoval

 

Vice President and Chief
Financial Officer of MRGS, LLC
(Principal Financial Officer and
Principal Accounting Officer)

*

Daniel J. D'Arrigo

 

Treasurer of each General
Partner of Gold Strike L.V.
(Principal Financial Officer and
Principal Accounting Officer)

*

Corey I. Sanders

 

Manager of MRGS, LLC and Director of
each General Partner of Gold Strike L.V.

*

William Hornbuckle

 

Director of
each General Partner of Gold Strike L.V.

 

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-44


        Pursuant to the requirements of the Securities Act of 1933, as amended, Gold Strike L.V. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    GOLD STRIKE L.V.

 

 

By:

 

M.S.E Investments, Incorporation
    Its:   Partner

 

 

By:

 

Diamond Gold, Inc.
    Its:   Partner

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

James J. Murren
  President and Director of each General
Partner of Gold Strike L.V.
(Principal Executive Officer)

*

Daniel J. D'Arrigo

 

Treasurer of each General
Partner of Gold Strike L.V.
(Principal Financial Officer and
Principal Accounting Officer)

*

William Hornbuckle

 

Director of each General
Partner of Gold Strike L.V.

*

Corey I. Sanders

 

Director of each General
Partner of Gold Strike L.V.

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-45


        Pursuant to the requirements of the Securities Act of 1933, as amended, Vendido, LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on March 15, 2012.

    VENDIDO, LLC

 

 

By:

 

The Signatures Condominiums, LLC
    Its:   Sole Member

 

 

By:

 

/s/ JOHN M. MCMANUS

John M. McManus
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
*

Scott Sibella
  President of The
Signature Condominiums, LLC
(Principal Executive Officer)

*

Daniel J. D'Arrigo

 

Treasurer of The
Signature Condominiums, LLC
(Principal Financial Officer and
Principal Accounting Officer)

*

Corey I. Sanders

 

Manager of The
Signature Condominiums, LLC

*

James J. Murren

 

Manager of The
Signature Condominiums, LLC

*By:   /s/ JOHN M. MCMANUS

John M. McManus
Attorney-in-fact
   

II-46




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EXPLANATORY NOTE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
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