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



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(1)
  Proposed Maximum
Offering Price per
Unit(1)

  Proposed Maximum
Aggregate Offering
Price(1)

  Amount Of
Registration Fee(2)

 

Common Stock, par value $0.01 per share

               
 

Debt Securities

               
 

Guarantees of Debt Securities(3)

               
 

Warrants

               
 

Units

               
 

Rights to Purchase Common Stock

               
 

Securities Purchase Contracts

               

 

(1)
Omitted pursuant to General Instruction II.E. of Form S-3. There are being registered under this Registration Statement such indeterminate principal amount or number of shares of common stock, debt securities, guarantees of debt securities, warrants, units rights to purchase common stock and securities purchase contracts as may be sold by the registrant or by selling securityholders from time to time. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. Pursuant to Rule 457(i) under the Securities Act, the securities registered hereunder also include such indeterminate number of shares of common stock as may be issued upon conversion or exchange of any debt securities registered hereunder that provide for conversion or exchange or upon exercise of warrants. No separate consideration will be received for the common stock issued upon such conversion or exchange. In addition, pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, anti-dilution adjustments, stock dividends, or similar transactions.

(2)
In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of all of the registration fee.

(3)
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.

   


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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  

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  

MGM Resorts International Global Gaming Development, LLC

  Nevada     26-3463682  

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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 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.

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PROSPECTUS

MGM RESORTS INTERNATIONAL

Common Stock
Debt Securities
Guarantees
Warrants
Units
Rights to Purchase Common Stock
Securities Purchase Contracts

        We and the selling securityholders identified in any prospectus supplement may, from time to time, offer to sell shares of our common stock, par value $0.01 per share, debt securities, which may be senior, senior subordinated or subordinated and which may be convertible into shares of our common stock or other debt securities, warrants, rights to purchase common stock or securities purchase contracts. This prospectus also covers guarantees, if any, of our obligations under any debt securities, which may be given by one or more of our subsidiaries. Our common stock is listed and traded on the New York Stock Exchange under the symbol "MGM."

        We may offer the securities separately or as units, in separate series or classes and in amounts, at prices and on terms to be described in one or more supplements to this prospectus as well as the documents incorporated or deemed to be incorporated by reference in this prospectus. We will describe in a prospectus supplement, which must accompany this prospectus, the securities we are offering and selling, as well as the specifications of the securities.

        This prospectus describes only some of the general terms that may apply to these securities. The specific terms of any securities to be offered, and any other information relating to a specific offering, will be set forth in a supplement to this prospectus, in other offering material related to the securities or in one or more documents incorporated or deemed to be incorporated by reference in this prospectus. You should read this prospectus and any prospectus supplement, as well as the documents incorporated or deemed to be incorporated by reference in this prospectus and any prospectus supplement, carefully before you invest.

        We or any selling security holder may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis.

        Our principal executive offices are located at 3600 Las Vegas Boulevard South, Las Vegas, Nevada, 89109. Our telephone number is (702) 693-7120.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

        None of the Nevada Gaming Commission, the Nevada Gaming Control Board, the New Jersey Division of Gaming Enforcement, the Michigan Gaming Control Board, the Mississippi Gaming Commission, the Illinois Gaming Board nor any other gaming authority has passed upon the accuracy or adequacy of this prospectus or the investment merits of the securities offered. Any representation to the contrary is unlawful. The Attorney General of the State of New York has not passed upon or endorsed the merits of this offering. Any representation to the contrary is unlawful.

The date of this prospectus is March 15, 2012.


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TABLE OF CONTENTS

 
  Page  

About This Prosespectus

    1  

Cautionary Statement Concerning Forward Looking Statements

   
2
 

Business

   
4
 

Risk Factors

   
4
 

Use of Proceeds

   
4
 

Ratio of Earnings to Fixed Charges

   
4
 

Description of Securities

   
5
 

Selling Securityholders

   
5
 

Plan of Distribution

   
5
 

Legal Matters

   
5
 

Experts

   
5
 

Where You Can Find More Information

   
5
 

Incorporation of Certain Information by Reference

   
6
 

ABOUT THIS PROSPECTUS

        This prospectus is part of an automatic shelf registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, as a "well-known seasoned issuer" as defined in Rule 405 under the Securities Act of 1933. By using a shelf registration statement, we may sell, at any time and from time to time, in one or more offerings, one or any combination of the securities described in this prospectus and any accompanying prospectus supplement. As allowed by the SEC rules, this prospectus and any accompanying prospectus supplement does not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits, as well as any accompanying prospectus supplement and any documents incorporated by reference herein or therein. Statements contained in this prospectus and any accompanying prospectus supplement about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC's rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of the related matters.

        You should read this prospectus and any prospectus supplement together with any documents incorporated by reference and any additional information you may need to make your investment decision. You should also read and carefully consider the information in the documents we have referred you to in "Where You Can Find More Information" and "Incorporation by Reference" below. Information incorporated by reference after the date of this prospectus is considered a part of this prospectus and may add, update or change information contained in this prospectus. The information in this prospectus, any accompanying prospectus supplement or any document incorporated by reference herein or therein by reference is accurate only as of the date contained on the cover of the such documents. Neither the delivery of this prospectus nor any accompanying prospectus supplement, nor any sale made under this prospectus and any accompanying prospectus supplement will, under any circumstances, imply that the information in this prospectus or any accompanying prospectus supplement is correct as of any date after this prospectus or any accompanying prospectus supplement. Our business, financial condition and results of operations may have changed since that date. Any information in such subsequent filings that is inconsistent with this prospectus or any accompanying prospectus supplement will supersede the information in this prospectus or any accompanying prospectus supplement.

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        You should rely only on the information incorporated by reference or provided in this prospectus and any accompanying prospectus supplement.

        We have not authorized anyone else to provide you with other information. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

        Unless otherwise stated, or the context otherwise requires, references in this prospectus to "we," "us," "our," "our company" or "the company" are to MGM Resorts International and its consolidated subsidiaries.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

        This prospectus includes or incorporates by reference "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects" and similar references to future periods. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Examples of forward-looking statements include, but are not limited to, statements we make regarding our ability to generate significant cash flow, amounts we will invest in capital expenditures, amounts we will pay under the CityCenter completion guarantee, the opening of certain strategic resort developments, and the amount we will receive from the MGM China dividend.. The foregoing is not a complete list of all forward-looking statements we make. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Therefore, we caution you against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and the following:

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        The forward-looking statements included or incorporated herein are made only as of the date of this prospectus, any prospectus supplement or as of the date of the documents incorporated by reference. Other factors or events not identified above could also cause our actual results to differ materially from those projected. Most of those factors and events are difficult to predict accurately and are generally beyond our control. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 in the section entitled "Risk Factors" and as may be included from time to time in our reports filed with the Commission. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

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BUSINESS

        We are one of the world's leading global hospitality companies, operating a world-renowned portfolio of destination resort brands. We believe the resorts we own, manage and invest in are among the world's finest casino resorts. We are a Delaware corporation that acts largely as a holding company; our operations are conducted through our wholly owned subsidiaries.

        We have two reportable segments that are based on the regions in which we operate: wholly owned domestic resorts and MGM China. We currently operate 15 wholly owned resorts in the United States. MGM China's operations consist of the MGM Macau resort and casino. We have additional business activities including our investments in unconsolidated affiliates, our MGM Hospitality operations, and certain other corporate and management operations.

        Our corporate office is located at 3600 Las Vegas Boulevard South in Las Vegas, Nevada and our phone number is (702) 693-7120. Our website address is http://www.mgmresorts.com. The information on, or accessible through, our website is not part of or incorporated by reference into this prospectus.


RISK FACTORS

        Investing in our securities involves a high degree of risk. You should carefully consider the risks described under "Risk Factors" in Item 1A of our most recent Annual Report on Form 10-K and Item 1A of each subsequently filed Quarterly Report on Form 10-Q and in the other documents incorporated by reference into this prospectus, as well as the other information contained or incorporated by reference in this prospectus and in any accompanying prospectus supplement before making a decision to invest in our securities. See "Where You Can Find More Information" and "Incorporation by Reference."


USE OF PROCEEDS

        Except as otherwise provided in the applicable prospectus supplement, we expect to use the net proceeds from the sale of the securities for general corporate purposes, which may include reducing our outstanding indebtedness, increasing our working capital, acquisitions and capital expenditures, subject to the terms of our senior credit facility and our senior and secured notes indentures. Additional information on the use of net proceeds from the sale of securities offered by this prospectus may be set forth in the applicable prospectus supplement or other offering material relating to such offering. If the net proceeds from a specific offering will be used to repay indebtedness, the applicable prospectus supplement or other offering material will describe the relevant terms of the debt to be repaid.


RATIO OF EARNINGS TO FIXED CHARGES

        The following table sets forth our ratio of earnings to fixed charges for the periods indicated:

 
  For the Years Ended December 31,  
 
  2007   2008   2009   2010   2011  

Ratio of earnings to fixed charges(1)

    3.15X     (2 )   (2 )   (2 )   3.69X  

(1)
Earnings consist of income from continuing operations before income taxes and fixed charges, adjusted to exclude capitalized interest. Fixed charges consist of interest, whether expensed or capitalized, amortization of debt discounts, premiums and issuance costs.

(2)
Earnings were inadequate to cover fixed charges of $795 million, $1.029 billion and $1.114 billion for the years ended December 31, 2008, 2009 and 2010, respectively.

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DESCRIPTION OF SECURITIES

        We will set forth in the applicable prospectus supplement a description of the debt securities, guarantees of debt securities, common stock, warrants, units, rights to purchase common stock and securities purchase contracts that may be offered under this prospectus.

        Debt securities will be governed by and issued under one or more indentures between us and U.S. Bank National Association, as trustee, or another trustee named in the prospectus supplement. Unless we specify otherwise in the applicable prospectus supplement, the Indenture is a contract between us, as obligor, U.S. Bank National Association, as trustee, or another trustee chosen by us and qualified to act under the Trust Indenture Act of 1939, and any of our subsidiaries which guarantee our obligations under the Indenture. A copy of the form of Indenture is filed as an exhibit to the registration statement of which this prospectus is a part. Any supplemental Indenture relating to the Indenture will be filed in the future with the Commission. See "Where You Can Find Additional Information" for information on how to obtain a copy.


SELLING SECURITYHOLDERS

        Information about selling securityholders, where applicable, will be set forth in an accompanying prospectus supplement, in a post-effective amendment, or in filings we make with the SEC under the Securities Exchange Act of 1934 that are incorporated by reference into this prospectus.


PLAN OF DISTRIBUTION

        We and the selling securityholders may offer and sell these securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. We will provide the specific plan of distribution for any securities to be offered in an accompanying prospectus supplement.


LEGAL MATTERS

        The validity of the securities offered hereby will be passed upon for us by Milbank, Tweed, Hadley & McCloy LLP, New York, New York.


EXPERTS

        The consolidated financial statements and the related financial statement schedule incorporated in this prospectus by reference from MGM Resorts International's Annual Report on Form 10-K and the effectiveness of MGM Resorts International's internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such financial statements and financial statement schedule have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in auditing and accounting.


WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and current reports, proxy statements and other information with the Commission. The public may read and copy any materials filed with the Commission at the Commission's Public Reference Room at Station Place, 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. Also, the Commission maintains an Internet web site that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the Commission. The public can obtain any documents that we file electronically with the Commission at http://www.sec.gov.

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        We also make available, free of charge, on or through our Internet web site (http://www.mgmresorts.com) our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements on Schedule 14A and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Commission. Our web site and the information contained on our web site, or connected to our web site, are not incorporated into and are not a part of this prospectus supplement. In addition, you may request copies of these filings at no cost through our Secretary: John McManus, Executive Vice President, General Counsel and Secretary, MGM Resorts International, 3600 Las Vegas Boulevard South, Las Vegas, Nevada 89109; telephone number: (702) 693-7120.

        We filed a registration statement and related exhibits on Form S-3 relating to the securities covered by this prospectus. You may inspect the registration statement and its exhibits without charge at the office of the Commission at 100 F Street N.E., Washington, D.C. 20549, and obtain copies, at prescribed rates, from the Commission.


INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

        We incorporate by reference the documents listed below and any future filings made with the Commission by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until the completion of this offering (except any portions of such filings that are not deemed to be filed under such sections):

        All documents and reports filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement and on or before the time that our offering of the notes is completed are deemed to be incorporated by reference in this prospectus supplement from the date of filing of such documents or reports, except as to any portion of any future document or report which is not deemed to be filed under those sections. Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that any statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus supplement modifies or supersedes such statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement.

        Any person receiving a copy of this prospectus supplement may obtain, without charge, upon written or oral request, a copy of any of the documents incorporated by reference except for the exhibits to such documents (other than the exhibits expressly incorporated in such documents by reference). To obtain copies of these filings, see "Where You Can Find More Information.

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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

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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**

 

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**

 

12.1

 

Computation of Ratio of Earnings to Fixed Charges**

 

23.1

 

Consent of Deloitte & Touche LLP**

 

23.2

 

Consent of Milbank, Tweed, Hadley and McCloy LLP (included in Exhibit 5.1 to this Registration Statement)

 

24.1

 

Power of Attorney (included on signature pages to the Registration Statement)

 

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.

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Item 17.    Undertakings.

        1.     The undersigned Registrant hereby undertakes:

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

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        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.

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        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.

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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 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/ JAMES J. MURREN

James J. Murren
Chief Executive Officer


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, a Delaware corporation, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ JAMES J. MURREN

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

/s/ ROBERT H. BALDWIN

Robert H. Baldwin

 

Chief Design and Construction
Officer and Director

/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo

 

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

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SIGNATURE
 
TITLE

 

 

 
/s/ ROBERT C. SELWOOD

Robert C. Selwood
  Executive Vice President
and Chief Accounting Officer
(Principal Accounting Officer)

/s/ WILLIAM A. BIBLE

William A. Bible

 

Director

/s/ BURTON M. COHEN

Burton M. Cohen

 

Director

/s/ WILLIE D. DAVIS

Willie D. Davis

 

Director

/s/ ALEXIS M HERMAN

Alexis M. Herman

 

Director

/s/ ROLAND HERNANDEZ

Roland Hernandez

 

Director

/s/ ANTHONY MANDEKIC

Anthony Mandekic

 

Director

/s/ ROSE MCKINNEY-JAMES

Rose McKinney-James

 

Director

/s/ DANIEL J. TAYLOR

Daniel J. Taylor

 

Director

/s/ MELVIN B. WOLZINGER

Melvin B. Wolzinger

 

Director

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        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 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/ JAMES J. MURREN

James J. Murren
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

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        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ JAMES J. MURREN

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

/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

/s/ WILLIAM J. HORNBUCKLE

William J. Hornbuckle

 

Director

/s/ COREY SANDERS

Corey Sanders

 

Director

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        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 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/ GEORGE P. CORCHIS, JR.


George P. Corchis, Jr.
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ GEORGE P. CORCHIS, JR.

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

/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

/s/ WILLIAM J. HORNBUCKLE

William J. Hornbuckle

 

Director

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SIGNATURE
 
TITLE

 

 

 
/s/ COREY SANDERS

Corey Sanders
  Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

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        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 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/ DONALD THRASHER


Donald Thrasher
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ DONALD THRASHER

Donald Thrasher
  President
(Principal Executive Officer)

/s/ SHERI CHERUBINO

Sheri Cherubino

 

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

/s/ WILLIAM J. HORNBUCKLE

William J. Hornbuckle

 

Director

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SIGNATURE
 
TITLE

 

 

 
/s/ COREY SANDERS

Corey Sanders
  Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

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        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 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/ ROBERT H. BALDWIN

Robert H. Baldwin
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ ROBERT H. BALDWIN

Robert H. Baldwin
  President
(Principal Executive Officer)

/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

/s/ WILLIAM J. HORNBUCKLE

William J. Hornbuckle

 

Director

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SIGNATURE
 
TITLE

 

 

 
/s/ COREY SANDERS

Corey Sanders
  Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

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        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 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/ ALBERT FACCINTO

Albert Faccinto, Jr.
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ ALBERT FACCINTO JR

Albert Faccinto, Jr.
  President
(Principal Executive Officer)

/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

/s/ WILLIAM J. HORNBUCKLE

William J. Hornbuckle

 

Director

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SIGNATURE
 
TITLE

 

 

 
/s/ COREY SANDERS

Corey Sanders
  Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

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        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 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/ COREY I. SANDERS

Corey I. Sanders
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ COREY I. SANDERS

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

/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

/s/ WILLIAM J. HORNBUCKLE

William J. Hornbuckle

 

Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

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        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 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/ SCOTT SIBELLA

Scott Sibella
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ SCOTT SIBELLA

Scott Sibella
  President
(Principal Executive Officer)

/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

/s/ WILLIAM J. HORNBUCKLE

William J. Hornbuckle

 

Director

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SIGNATURE
 
TITLE

 

 

 
/s/ COREY SANDERS

Corey Sanders
  Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

II-20


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        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 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/ CHUCK BOWLING

Chuck Bowling
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which are filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ CHUCK BOWLING

Chuck Bowling
  President
(Principal Executive Officer)

/s/ CARLOS CASTRO

Carlos Castro

 

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

/s/ WILLIAM J. HORNBUCKLE

William J. Hornbuckle

 

Director

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SIGNATURE
 
TITLE

 

 

 
/s/ COREY SANDERS

Corey Sanders
  Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

II-22


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        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 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/ WILLIAM J. HORNBUCKLE

William J. Hornbuckle
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ WILLIAM J. HORNBUCKLE

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

/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

/s/ COREY SANDERS

Corey Sanders

 

Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

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        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 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/ RICHARD STRUM

Richard Sturm
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which are filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ RICHARD STRUM

Richard Sturm
  President
(Principal Executive Officer)

/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

/s/ WILLIAM J. HORNBUCKLE

William J. Hornbuckle

 

Director

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SIGNATURE
 
TITLE

 

 

 
/s/ COREY SANDERS

Corey Sanders
  Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

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        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 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/ FRANK VISCONTI

Frank Visconti
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which are filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ FRANK VISCONTI

Frank Visconti
  President
(Principal Executive Officer)

/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

/s/ WILLIAM J. HORNBUCKLE

William J. Hornbuckle

 

Director

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SIGNATURE
 
TITLE

 

 

 
/s/ COREY SANDERS

Corey Sanders
  Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

II-27


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        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 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/ FELIX RAPPAPORT

Felix Rappaport
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which are filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ FELIX RAPPAPORT

Felix Rappaport
  President
(Principal Executive Officer)

/s/ DEBBIE HOTTENSEN

Debbie Hottensen

 

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

/s/ WILLIAM J. HORNBUCKLE

William J. Hornbuckle

 

Director

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SIGNATURE
 
TITLE

 

 

 
/s/ COREY SANDERS

Corey Sanders
  Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

II-29


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        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 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/ SUZANNE RENEE WEST

Suzanne Renee West
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which are filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ SUZANNE RENEE WEST

Suzanne Renee West
  President
(Principal Executive Officer)

/s/ SCOTT B. SNOW

Scott B. Snow

 

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

/s/ WILLIAM J. HORNBUCKLE

William J. Hornbuckle

 

Director

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SIGNATURE
 
TITLE

 

 

 
/s/ COREY SANDERS

Corey Sanders
  Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

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        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 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/ JAMES J. MURREN

James J. Murren
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ JAMES J. MURREN

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

/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo

 

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

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SIGNATURE
 
TITLE

 

 

 
/s/ WILLIAM J. HORNBUCKLE

William J. Hornbuckle
  Director of Mandalay Resort Group

/s/ COREY SANDERS

Corey Sanders

 

Director of Mandalay Resort Group

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        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 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/ JAMES J. MURREN

James J. Murren
President of each General Partner of
Nevada Landing Partnership


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ JAMES J. MURREN

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

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SIGNATURE
 
TITLE

 

 

 
/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo
  Treasurer of each
General Partner of
Nevada Landing Partnership
(Principal Financial Officer and
Principal Accounting Officer)

/s/ WILLIAM J. HORNBUCKLE

William J. Hornbuckle

 

Director of each
General Partner of
Nevada Landing Partnership

/s/ COREY SANDERS

Corey Sanders

 

Director of each
General Partner of
Nevada Landing Partnership

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        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 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/ JAMES J. MURREN

James J. Murren
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

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        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ JAMES J. MURREN

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

/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

/s/ COREY I. SANDERS

Corey I. Sanders

 

Director

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        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 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/ WILLIAM MCBEATH

William McBeath
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ WILLIAM MCBEATH

William McBeath
  President
(Principal Executive Officer)

/s/ WILLIAM BOASBERG

William Boasberg

 

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

/s/ COREY I. SANDERS

Corey I. Sanders

 

Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

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        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 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/ ANTON NIKODEMUS

Anton Nikodemus
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ ANTON NIKODEMUS

Anton Nikodemus
  President
(Principal Executive Officer)

/s/ DOUG SANDOVAL

Doug Sandoval

 

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

/s/ COREY I. SANDERS

Corey I. Sanders

 

Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

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        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 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/ GEORGE P. CORCHIS, JR.

George P. Corchis, Jr.
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ GEORGE P. CORCHIS, JR.

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

/s/ JORGE PEREZ

Jorge Perez

 

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

/s/ ERIC WOLFMAN

Eric Wolfman

 

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

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SIGNATURE
 
TITLE

 

 

 
/s/ COREY I. SANDERS

Corey I. Sanders
  Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

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        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 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/ RANDY MORTON

Randy Morton
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ RANDY MORTON

Randy Morton
  President
(Principal Executive Officer)

/s/ MICHAEL LONGI

Michael Longi

 

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

/s/ COREY I. SANDERS

Corey I. Sanders

 

Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

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        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 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/ ROBERT H. BALDWIN

Robert H. Baldwin
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ ROBERT H. BALDWIN

Robert H. Baldwin
  President
(Principal Executive Officer)

/s/ CHRIS NORDLING

Chris Nordling

 

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

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SIGNATURE
 
TITLE

 

 

 
/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo
  Treasurer of
CityCenter Facilities Management, LLC
and Vdara Condo Hotel, LLC
(Principal Financial Officer and
Principal Accounting Officer)

/s/ COREY I. SANDERS

Corey I. Sanders

 

Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

II-44


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        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 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/ KEN ROSEVEAR


Ken Rosevear
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ KEN ROSEVEAR

Ken Rosevear
  President
(Principal Executive Officer)

/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

/s/ COREY I. SANDERS

Corey I. Sanders

 

Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

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        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 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/ DONALD THRASHER


Donald Thrasher
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ DONALD THRASHER

Donald Thrasher
  President
(Principal Executive Officer)

/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

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SIGNATURE
 
TITLE

 

 

 
/s/ COREY I. SANDERS

Corey I. Sanders
  Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

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        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 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/ WILLIAM J. HORNBUCKLE


William J. Hornbuckle
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ WILLIAM J. HORNBUCKLE

William J. Hornbuckle
  President
(Principal Executive Officer)

/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

/s/ COREY I. SANDERS

Corey I. Sanders

 

Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

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        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 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/ SCOTT SIBELLA

Scott Sibella
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ SCOTT SIBELLA

Scott Sibella
  President
(Principal Executive Officer)

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SIGNATURE
 
TITLE

 

 

 
/s/ MIKE NEUBECKER

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

/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

/s/ COREY I. SANDERS

Corey I. Sanders

 

Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

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        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 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/ GAMAL ABDELAZIZ

Gamal Abdelaziz
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ GAMAL ABDELAZIZ

Gamal Abdelaziz
  President
(Principal Executive Officer)

/s/ JAMES MHRA

James Mhra

 

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

/s/ COREY I. SANDERS

Corey I. Sanders

 

Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

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        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 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/ ALBERT FACCINTO JR

Albert Faccinto, Jr.
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ ALBERT FACCINTO JR

Albert Faccinto, Jr.
  President
(Principal Executive Officer)

/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

/s/ COREY I. SANDERS

Corey I. Sanders

 

Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

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        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 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/ CYNTHIA KISER MURPHEY

Cynthia Kiser Murphey
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ CYNTHIA KISER MURPHEY

Cynthia Kiser Murphey
  President
(Principal Executive Officer)

/s/ COURTNEY WENLENDER

Courtney Wenlender

 

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

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SIGNATURE
 
TITLE

 

 

 
/s/ COREY I. SANDERS

Corey I. Sanders
  Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

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        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 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/ FRANK VISCONTI

Frank Visconti
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrants, which are filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ FRANK VISCONTI

Frank Visconti
  President
(Principal Executive Officer)

/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

/s/ COREY I. SANDERS

Corey I. Sanders

 

Director

/s/ JAMES J. MURREN

James J. Murren

 

Director

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        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 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/ GEORGE P. CORCHIS, JR.

George P. Corchis, Jr.
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ GEORGE P. CORCHIS, JR.

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

/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

/s/ COREY I. SANDERS

Corey I. Sanders

 

Director

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        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 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/ JAMES J. MURREN

James J. Murren
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ JAMES J. MURREN

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

/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

/s/ JOHN M. MCMANUS

John M. McManus

 

Director

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        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 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/ WILLIAM J. HORNBUCKLE

William J. Hornbuckle
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ WILLIAM J. HORNBUCKLE

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

/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo

 

Treasurer
(Principal Financial Officer and
Principal Accounting Officer)

/s/ WILLIAM HORBUCKLE

William Hornbuckle

 

Director

/s/ KEN ROSEVEAR

Ken Rosevear

 

Director

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        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 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/ ANTON NIKODEMUS

Anton Nikodemus
President

 

 

By:

 

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

 

 

By:

 

/s/ JAMES J. MURREN

James J. Murren
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

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        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ ANTON NIKODEMUS

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

/s/ JAMES J. MURREN

James J. Murren

 

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

/s/ DOUG SANDOVAL

Doug Sandoval

 

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

/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo

 

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

/s/ COREY I. SANDERS

Corey I. Sanders

 

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

/s/ WILLIAM HORNBUCKLE

William Hornbuckle

 

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

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        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 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/ JAMES J. MURREN

James J. Murren
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ JAMES J. MURREN

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

/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo

 

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

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SIGNATURE
 
TITLE

 

 

 
/s/ WILLIAM HORNBUCKLE

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

/s/ COREY I. SANDERS

Corey I. Sanders

 

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

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        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 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/ SCOTT SIBELLA

Scott Sibella
President


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors and officers of the Registrant, which is filing a Registration Statement on Form S-3 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933 hereby constitute and appoint each of John M. McManus and Andrew Hagopian III (with full power to act alone), the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall not revoke or in any way modify any power of attorney previously executed by the undersigned.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed on March 15, 2012 by the following persons in the capacities indicated.

SIGNATURE
 
TITLE

 

 

 
/s/ SCOTT SIBELLA

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

/s/ DANIEL J. D'ARRIGO

Daniel J. D'Arrigo

 

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

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SIGNATURE
 
TITLE

 

 

 
/s/ COREY I. SANDERS

Corey I. Sanders
  Manager of The
Signature Condominiums, LLC

/s/ JAMES J. MURREN

James J. Murren

 

Manager of The
Signature Condominiums, LLC

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