Table of Contents

other debt instruments we are limited in our ability to incur additional indebtedness, subject to the restrictions therein. Our inability to generate sufficient cash

flow to satisfy our debt obligations, or to refinance our obligations on commercially reasonable terms, would have a material effect on our business, financial condition and results of operations. In addition, our substantial indebtedness and significant financial commitments could have significant negative consequences. For example, it could:

Further, we are subject to financial and other restrictive covenants, which, if we fail to comply with these covenants and our failure is not waived or cured, could result in an event of default under our debt agreements.

We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and may be forced to take other actions to satisfy our obligations under our indebtedness that may not be successful.

Our ability to pay principal and interest on the notes and to satisfy our other debt obligations depends upon, among other things, our future financial and operating performance, which will also be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control.

Currently, we do not have access to a revolving credit facility and so will in        In the near term, bewe are entirely reliant to fundon borrowings under our liquidity needs onRevolving Credit Facility, cash flow generatedgeneration from our operations, and additional equity contributions from the Members.Members to fund our liquidity needs. We cannot assure you that the Members will agree to make any additional equity contributions or that our business will generate cash flow in an amount sufficient to fund our liquidity needs, including the payment of principal and interest on the notes. In addition, a significant portion of the gaming play at AriaARIA is from high-limit players, particularly in respect of baccarat, and such high-end gaming is more volatile than other forms of gaming, and poses additional risks of unanticipated losses and large, unforeseen demands on our cash reserves.

If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness, including the notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Liquidity issues could also affect our ability to settle pending litigation. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. In addition, the terms of existing or future debt agreements, including our SeniorRevolving Credit Facility, the indenture governing the First Lien Notes and the indenturesindenture governing the notes,Second Lien Notes (the "Second Lien Notes Indenture"), may restrict us from adopting some of these alternatives. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those

Table of Contents

dispositions for fair market value or at all. Furthermore, any proceeds that we could realize from any such dispositions may not be adequate to meet our debt service obligations then due.

Current and future economic and credit market conditions or an inability to successfully implement our business plan could adversely affect our ability to service or refinance our indebtedness and to make planned expenditures.

Operating a casino resort facility requires access to a significant amount of capital for both routine daily operations and capital improvements. We will need to increase our revenues and improve our operating

efficiencies to generate sufficient operating cash flows to cover both our daily operational needs as well to make payments on, and to refinance, our indebtedness and to fund operations and capital expenditures. If adverse national and global economic conditions persist, worsen, or fail to improve significantly, or if we are unable to successfully implement our business plan, attract more customers, increase market share, or improve our customer mix, we could experience decreased revenues from our operations attributable to decreases in consumer spending levels and could fail to generate sufficient cash to fund our liquidity needs or fail to satisfy the financial and other restrictive covenants which we are subject to under our indebtedness. We cannot assurecan provide no assurances that our business will generate sufficient cash flow from operations or that future borrowings will be available to us on terms satisfactory to us or in amounts sufficient to enable us to pay our indebtedness or to fund our other liquidity needs.

The financial health and stability of our Members could adversely affect our operations and financial results and impact our ability to satisfy our obligations.

As discussed above, we do not have access to a revolving credit facility, and we have no additional sources of borrowings available.        We are therefore reliant on the future cash flows we generate from operations, borrowings under our Revolving Credit Facility and, if necessary, additional capital contributions from our Members to make payments on, and to refinance, our indebtedness and to fund operations and capital expenditures. Other than amounts required to be funded under and pursuant to the terms of the completion guarantee, the Members are not required to make any further contributions to us. We can provide no assurance that the Members would have the ability or would choose to make additional capital contributions if necessary or, if made, in what form such contributions may take. If our Members are unable to or do not provide further funding to satisfy our obligations if necessary, our business could be significantly impaired.

Covenant restrictions under our SeniorRevolving Credit Facility, the indenture governing the First Lien Notes and the indentures governing the notesSecond Lien Notes Indenture may restrict our current and future operations, particularly our ability to respond to changes in our business or to take certain actions.

The SeniorRevolving Credit Facility, and the indentures governing the notesFirst Lien Notes and the Second Lien Notes Indenture contain, and any agreements or instruments governing future indebtedness of ours would likely contain, a number of restrictive covenants that will impose significant operating and financial restrictions on us, including restrictions on our ability to, among other things:

In addition our Seniorunder the Revolving Credit Facility requires us towe must maintain a minimum interest coverage ratio.trailing annual EBITDA (as defined in the Revolving Credit Facility). Although these covenants are subject to various exceptions that are intended to allow us to operate without undue restraint in certain anticipated circumstances, we cannot assure you that these covenants will not adversely affect our ability to engage in favorable business activities or to finance future operations or capital needs. Our ability to meetgenerate the interest coverage ratiorequired minimum trailing annual EBITDA required under the Revolving Credit Facility can be affected by events beyond our control, and there can be no assurance that we will meet the ratio.such requirement. An adverse development affecting our business could require us to seek waivers or amendments of covenants, alternative or additional sources of financing or reductions in expenditures. We cannot assure you that such waivers, amendments or alternative or additional financings could be obtained or, if obtained, would be on terms acceptable to us.

A failure to comply with the covenants contained in our SeniorRevolving Credit Facility, the indenture governing the First Lien Notes or the indentures governing the notesSecond Lien Notes Indenture could result in an event of default under our SeniorRevolving Credit Facility, the indenture governing the First Lien Notes or the indentures governing the notes,Second Lien Notes Indenture, which, if not cured or waived, could have a material effect on our business, financial condition and results of operations. In the event of any event of default under our SeniorRevolving Credit Facility, the indenture governing the First Lien Notes or the indentures governing the notes,Second Lien Notes Indenture, the lenders thereunder:

Such actions by lenders under our SeniorRevolving Credit Facility, the indenture governing the First Lien Notes or the indentures governing the notesSecond Lien Notes Indenture could cause cross defaults under our other indebtedness, including the indenturesindenture governing the notes offered hereby.First Lien Notes.

The collateral securing our obligations under the notesFirst Lien Notes and the guarantees thereof is shared with other creditors. If there is a default, the value of the collateral may not be sufficient to repay the first priority lien creditors and the holders of the Second Lien Notes and guarantees.creditors.

Our obligations under the First Lien Notes and the guarantees related thereto are secured by a first priority lien on substantially all of the collateral securing our obligations under our SeniorRevolving Credit Facility on a first priority basis (subject to certain exceptions described in “— "—The capital stock securing the notes will in certain circumstances be released automatically from the respective liens and no longer be deemed to be collateral to the extent the pledge of such capital stock would require the filing of separate financial statements for any of our subsidiaries with the SEC”SEC"). Our obligations under the Second Lien Notes and the guarantees related thereto are secured by a second priority lien on substantially all of the collateral securing our obligations under our SeniorRevolving Credit Facility and the First Lien Notes (except for the interest escrow account and subject to certain exceptions described in “— The capital stock securing the notes will in certain circumstances be released automatically from the respective liens and no longer be deemed to be collateral to the extent the pledge of such capital stock would require the filing of separate financial statements for any of our subsidiaries with the SEC,” and excluding certain assets as described in “Description of the Notes”).Notes. The relative priority of the liens on the collateral is governed by intercreditor agreements. Accordingly, any proceeds received upon a realization by foreclosure or bankruptcy proceedings of the collateral securing the First Lien Notes and our SeniorRevolving Credit Facility on a first priority basis will first be applied to the costs and expenses incurred with such realization and second equally and ratably to the First Lien Notes and to obligations (including expenses and other amounts) under our SeniorRevolving Credit Facility, before any amounts will be available to pay the holders of Second Lien Notes.Facility. See “Description"Description of the Notes — Notes—Security for the Notes”Notes" and “Description"Description of the Notes — Notes—Intercreditor Agreements.”" In the case of asset sales outside of foreclosure

Table of Contents

or bankruptcy proceedings (or casualties or other events of loss), proceeds generated from such sales or events that are required under the indenturesindenture governing the First Lien Notes to be used to reduce indebtedness generally will be applied proportionally to repay obligations under the SeniorRevolving Credit Facility and to make an offer to repurchase First Lien Notes, (except for proceeds generated byin all respects in accordance with the saleterms of Crystals, which will be paid first to the lenders under the Senior Credit Facility (but not any replacement or future credit facilities), before being offered to repurchase First Lien Notes).Intercreditor Agreement. Any proceeds of such asset sales or events of loss that are required by the indenture governing the First Lien Notes to be offered to the holders of the First Lien Notes and not accepted by holders of the First Lien Notes generally will be applied to repay amounts outstanding under the SeniorRevolving Credit Facility prior to being offered to holders of Second Lien Notes. As a result, proceeds of such asset sales or events of loss will not be available to holders of Second Lien Notes until the loansFacility. See "Description of the lenders under our Senior Credit Facility are repaid in full. See “Description of the Notes — Notes—Repurchase at the Option of Holders — Holders—Asset Sales”Sales" and “Description"Description of the Notes — Notes—Repurchase at the Option of Holders — Holders—Events of Loss.”"

The value of the collateral and the amount to be received upon a sale of such collateral will depend upon many factors including, among others, the ability to sell the collateral in an orderly sale, the condition of the economies in which our operations are located, the availability of buyers, the effect of gaming regulatory

constraints and other factors. The book value of the collateral should not be relied on as a measure of realizable value for such assets. Portions of the collateral may be illiquid and may have no readily ascertainable market value. The value of the collateral could be impaired in the future as a result of changing economic conditions, competition, or other trends. There also can be no assurance that the collateral will be saleable, and if saleable, the timing of its liquidation would be uncertain. To the extent that holders of other secured debt or third parties enjoy liens (including statutory liens), whether or not permitted by the indentures,indenture governing the First Lien Notes, such holders or third parties may have rights and remedies with respect to the collateral securing the notesFirst Lien Notes and the guarantees that, if exercised, could reduce the proceeds available to satisfy the obligations under the notesFirst Lien Notes and the guarantees. As a result, if there is a default, the value of the collateral may not be sufficient to repay the amounts outstanding under our SeniorRevolving Credit Facility and due to the holders of the First Lien Notes and the holders of the Second Lien Notes. Any claim for the difference between our obligations under the respective notesFirst Lien Notes and the amount realized by holders of such notesFirst Lien Notes from the sale of the collateral will rank equally in right of payment with all of our other unsecured unsubordinated indebtedness, including trade payables.

The value of the collateral securing the notesFirst Lien Notes may not be sufficient to secure post-petition interest. Should our obligations under the respective notesFirst Lien Notes equal or exceed the fair market value of the collateral securing such notes,First Lien Notes, after giving effect to the intercreditor agreements, the holders of such notesFirst Lien Notes may be deemed to have an unsecured claim.

In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding against the Issuers or the Guarantors, holders of the notesFirst Lien Notes will be entitled to post-petition interest under the U.S. Bankruptcy Code only if the value of their respective security interests in the collateral is greater than their pre-bankruptcy claim. Holders of the notesFirst Lien Notes may be deemed to have an unsecured claim if the Issuers’Issuers' obligation under the notesFirst Lien Notes equals or exceeds the fair market value of the collateral securing the notesFirst Lien Notes after giving effect to the Intercreditor Agreements.intercreditor agreements. Holders of the notesFirst Lien Notes that have a security interest in the collateral with a value equal to or less than their pre-bankruptcy claim will not be entitled to post-petition interest under the U.S. Bankruptcy Code. The bankruptcy trustee, the debtor-in-possession or competing creditors could possibly assert that the fair market value of the collateral with respect to the Second Lien Notes, or both the First Lien Notes and the Second Lien Notes on the date of the bankruptcy filing was less than the then-current principal amount of such notes.First Lien Notes. Upon a finding by a bankruptcy court that any notesFirst Lien Notes are under-collateralized, the claims in the bankruptcy proceeding with respect to such notesFirst Lien Notes would be bifurcated between a secured claim and an unsecured claim, and the unsecured claim would not be entitled to the benefits of security in the collateral. If the bankruptcy court finds that the First Lien Notes are under-collateralized, the claims in the bankruptcy proceeding with respect to the Second Lien Notes may be completely unsecured. Other consequences of a finding of under-collateralization would be, among other things, a lack of entitlement on the part of holders of the notesFirst Lien Notes to receive post-petition interest and a lack of entitlement on the part of the unsecured portion of the notesFirst Lien

Table of Contents

Notes to receive other “adequate protection”"adequate protection" under U.S. federal bankruptcy laws. In addition, if any payments of post-petition interest were made at the time of such a finding of under-collateralization, such payments could be re-characterized by the bankruptcy court as a reduction of the principal amount of the secured claim with respect to the notes.First Lien Notes. We cannot assure you that the value of the First Lien Notes collateral agents’agent's interests in the collateral will equal or exceed the principal amount of the respective notes,First Lien Notes, or that there will be sufficient collateral to satisfy our and the Guarantors’Guarantors' obligations under the notes.First Lien Notes.

The collateral securing the First Lien Notesnotes is subject to control by other creditors with first priority liens, subject to the terms of the intercreditor agreements.

The rights of the holders of First Lien Notesnotes with respect to the collateral are limited, even during an event of default under the indenture governing the First Lien Notes. If obligations are outstanding under our SeniorRevolving Credit Facility (including any replacement credit facility), until 120 days after the occurrence of both (i) an event of default and (ii) written notice certifying that the First Lien Notes are the largest amount of outstanding first lien obligations and that the First Lien Notes are due and payable in full (whether by acceleration or otherwise), and thereafter if at any time the agent under the SeniorRevolving Credit Facility has commenced and is diligently pursuing

any enforcement action or the Issuer or other grantor of liens on collateral debtor is subject to any insolvency or liquidation proceeding, any actions that may be taken in respect of any of the collateral, securing the First Lien Notes, including the ability to cause the commencement of enforcement proceedings against the collateral and to control the conduct of such proceedings, are controlled and directed by the agent for lenders under our SeniorRevolving Credit Facility. In those circumstances, the First Lien Notes collateral agent, on behalf of itself, the trustee and the holders of the First Lien Notes, will not have the ability to control or direct such actions, even if an event of default under the indenture governing the First Lien Notes has occurred or if the rights of the trustee, the First Lien Notes collateral agent and the holders of the First Lien Notes are or may be adversely affected. The agent and the lenders under our SeniorRevolving Credit Facility are under no obligation to take into account the interests of the trustee under the indenture governing the First Lien Notes, the First Lien Notes collateral agent and the holders of the First Lien Notes when determining whether and how to exercise their rights with respect to the collateral securing our SeniorRevolving Credit Facility on a first priority basis, subject to the applicablefirst lien intercreditor agreements.agreement. Their interests and rights may be significantly different from or adverse to yours and they will continue to maintain control over such lien enforcement matters even if the remaining amount of obligations under the SeniorRevolving Credit Facility (or replacement credit facility) is immaterial. To the extent that collateral is released from the first priority liens in connection with an enforcement action, the first priority liens securing the First Lien Notes and the guarantees related thereto will also automatically be released without any noteholder consent. See “Description"Description of the Notes — Notes—Intercreditor Agreements — Agreements—First Lien Intercreditor Agreement”Agreement" and “Description"Description of the Notes — Notes—Security for the Notes — Notes—Release of Collateral.”"

Any time the agent under the SeniorRevolving Credit Facility does not have the right to take actions with respect to the collateral pursuant to the first lien intercreditor agreement, that right passes to the authorized representative of the holders of the largest outstanding principal amount of other indebtedness secured by a first lien on the collateral. If we issue additional First Lien Notesfirst lien debt in the future in a greater principal amount than the notes offered hereby,First Lien Notes, then the authorized representative of those additional notesthat indebtedness would be earlier in line to exercise rights under the first lien intercreditor agreement than the authorized representative for the First Lien Notes offered hereby.Notes.

The right of holders of Second Lien Notes to exercise remedies with respect to the collateral is extremely limited, even during an event of default under the indenture governing the Second Lien Notes.

If first priority obligations are outstanding, any actions that may be taken in respect of any of the collateral securing the Second Lien Notes, including the ability to cause the commencement of enforcement proceedings against the collateral and to control the conduct of such proceedings, are controlled and directed by holders of our first lien debt. In those circumstances, the Second Lien Notes collateral agent, on behalf of itself, the trustee and the holders of the Second Lien Notes, will not have the ability to control or direct such actions, even if an event of default under the indenture governing the Second Lien Notes has occurred or if the rights of the trustee, the Second Lien Notes collateral agent and the holders of the Second Lien Notes are or may be adversely affected. The agent and the lenders under our Senior Credit Facility, the First Lien Notes collateral agent, the trustee and the holders of the First Lien Notes are under no obligation to take into account the interests of the trustee under the indenture governing the Second Lien Notes, the Second Lien Notes collateral agent and the holders of the Second Lien Notes when determining whether and how to exercise their rights with respect to the collateral securing our Senior Credit Facility on a first priority basis, subject to the applicable intercreditor agreements, and their interests and rights may be significantly different from or adverse to yours. To the extent that collateral is released from the first priority liens, subject to certain conditions the second priority liens securing the Second Lien Notes and the guarantees related thereto will also automatically be released without any noteholder consent or notice to the Second Lien Notes collateral agent, except that such release of liens does not apply with respect to the release of collateral in connection with the full payment of our obligations under our Senior Credit Facility, the full repayment of our obligations under the First Lien Notes or a refinancing of our obligations thereunder. See “Description of the Notes — Intercreditor Agreements — Second Lien Intercreditor Agreement Security for the Notes” and “Description of the Notes — Security for the Notes — Release of Collateral.” Furthermore, in the case of asset sales (or casualties or other events of loss), to the extent proceeds

generated from such sales or events that are required under the indentures to be used to reduce indebtedness are offered to, but not accepted by, the holders of the First Lien Notes, such proceeds will be applied to repay amounts outstanding under the Senior Credit Facility prior to being offered to holders of Second Lien Notes. As a result, proceeds of such asset sales or events of loss will not be available to holders of Second Lien Notes until the loans of the lenders under our Senior Credit Facility are repaid in full. See “Description of the Notes — Repurchase at the Option of Holders — Asset Sales” and “Description of the Notes — Repurchase at the Option of Holders — Events of Loss.”

The intercreditor agreements imposeagreement imposes other restrictions on rights otherwise exercisable in bankruptcy proceedings by the holders of the First Lien Notes and the Second Lien Notes.notes.

The Intercreditor Agreementsfirst lien intercreditor agreements also provideprovides the agent and lenders under the SeniorRevolving Credit Facility with substantial control over procedures pertaining to debtor-in-possession financings,

Table of Contents

and use of the shared collateral to secure such financings, in any bankruptcy proceedings and limit the rights of the trustee and the holders of the notes in connection therewith. After such a filing the value of the collateral could materially deteriorate, and holders of the notes would be unable to raise an objection. The holders of the notes may not take action or vote in any way that supports the confirmation or approval of any plan of reorganization that alters the provisions of the respective Intercreditor Agreementfirst lien intercreditor agreement or grants the holders of the respective notes or their collateral agent any rights or benefits expressly prohibited by the respective Intercreditor Agreement.first lien intercreditor agreement. See “Description"Description of the Notes — Notes—Intercreditor Agreements.”"

In the event of our bankruptcy, the ability of the holders of the notes to realize upon the collateral will be subject to certain bankruptcy law limitations.

The ability of holders of the notes to realize upon the collateral will be subject to certain bankruptcy law limitations in the event of our or any guarantor’sguarantor's bankruptcy. Under federal bankruptcy law, secured creditors are prohibited from repossessing their security from a debtor in a bankruptcy case, or from disposing of security repossessed from such a debtor, without bankruptcy court approval, which may not be given. Moreover, applicable federal bankruptcy laws generally permit the debtor to continue to use and expend collateral, including cash collateral, and to provide liens senior to the liens of the First Lien Notes collateral agents for the notes’ liensagent to secure indebtedness incurred after the commencement of a bankruptcy case, provided that the secured creditor either consents or is given “adequate"adequate protection.” “Adequate protection”" "Adequate protection" could include cash payments or the granting of additional security, if and at such times as the presiding court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition of the collateral during the pendency of the bankruptcy case, the use of collateral (including cash collateral) and the incurrence of such senior indebtedness. The Intercreditor Agreementsfirst lien intercreditor agreement also imposeimposes significant limitations on the rights of the holders of the notes and their representatives to seek “adequate protection”"adequate protection" and related relief. In view of the broad discretionary powers of a bankruptcy court and such contractual limitations, it is impossible to predict how long payments under the notes could be delayed following commencement of a bankruptcy case, whether or when the collateral agents would repossess or dispose of the collateral, or whether or to what extent holders of the notes would be compensated for any delay in payment of loss of value of the collateral through the requirements of “adequate"adequate protection.”" Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the notesFirst Lien Notes (together with all other obligations secured by a prior or pari passu lien on such collateral), the indebtedness under such notesFirst Lien Notes would be “undersecured”"undersecured" and the holders of such notesFirst Lien Notes would have unsecured claims as to the difference. Federal bankruptcy laws do not permit the payment or accrual of interest, costs, and attorneys’attorneys' fees on undersecured indebtedness during the bankruptcy case.

Federal and state statutes allow courts, under specific circumstances, to void notes and guarantees or liens securing notes and guarantees, and require holders of the notes to return payments received.

If we or any guarantor becomes a debtor in a case under the U.S. Bankruptcy Code or encounterencounters other financial difficulty, under federal or state fraudulent transfer law, a court may void, subordinate or otherwise

decline to enforce the notes or the guarantees or the liens securing the notes or the guarantees. A court might do so if it found that we or the guarantor received less than reasonably equivalent value or fair consideration and either:

The court might also void an issuance of notes or a guarantee or liens securing notes or guarantees without regard to the above factors, if the court found that we issued the notes or the applicable guarantor entered into its guarantee with actual intent to hinder, delay or defraud its creditors.

A court would likely find that we or a guarantor did not receive reasonably equivalent value or fair consideration for the notes or its guarantee, if we or a guarantor did not substantially benefit directly or indirectly from the issuance of the notes. If a court were to find that the issuance of the notes or the incurrence of a guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the notes or that guarantee, could subordinate the notes or that guarantee to presently existing and future indebtedness of ours or of the related guarantor, could void or subordinate liens securing notes or guarantees or could require the holders of the notes to repay any amounts received from us or a guarantor. If the guarantee of any Restricted Subsidiary were to be voided, the holders of the notes would lose the benefit of the collateral pledged by such Restricted Subsidiary and, in such a case, the notes would rank effectively junior to (rather than effectively senior to) all unsecured indebtedness of such Restricted Subsidiary. Sufficient funds to repay the notes may not be available from other sources, including the remaining obligors, if any. Further, the avoidance of the notes could result in an event of default with respect to our and our subsidiaries’subsidiaries' other debt that could result in acceleration of that debt.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

The Issuers have no operations of their own and derive all their revenue from their subsidiaries. If a guarantee of the notes by a Restricted Subsidiary were avoided, creditors of that Restricted Subsidiary would generally be entitled to payment of their claims from the assets of that Restricted Subsidiary before such assets could be made available for distribution to us to satisfy our own obligations such as the notes.

Any future pledge of collateral in favor of the holders of the notes might be voidable in bankruptcy.

Any future pledge of collateral in favor of the holders of the notes, including pursuant to security documents delivered after the date of the indentures,indenture governing the First Lien Notes, might be voidable by the pledgor (as debtor-in-possession) or by its trustee in bankruptcy if certain events or circumstances exist or occur, including under the Bankruptcy Code, if the pledgor is insolvent at the time of the pledge, the pledge permits the holders of the notes to receive a greater recovery than what the holders of the notes would receive in a liquidation under Chapter 7 of the Bankruptcy Code if the pledge had not been given and a bankruptcy proceeding in respect of the pledgor is commenced within 90 days following the pledge, or, in certain circumstances, a longer period.

It may be difficult to realize the value of the collateral pledged to secure the notes.

With respect to some of the collateral securing our obligations under the notes and the guarantees, the First Lien Notes collateral agents’agent's security interest and ability to foreclose will be limited by the need to meet certain requirements, such as obtaining third-party consents and governmental approvals,

Table of Contents

complying with state law requirements and making additional filings. If we or the respective agentsFirst Lien Notes agent are unable to obtain these consents and approvals, comply with such requirements or make such filings, the respectiveFirst Lien Notes collateral agent may not be able to realize the value of such collateral. We cannot assure you that any such required consents or approvals can be obtained on a timely basis or at all. These requirements may limit the number of potential bidders for certain collateral in any foreclosure and may delay any sale, either of which events may have an adverse effect on the sale price of the collateral. Therefore, without the appropriate consents, approvals and filings, the practical value of realizing on the collateral may be limited.

In addition, our business requires numerous federal, state and local permits and licenses. Continued operation of CityCenter depends on the maintenance of such permits and licenses. The business may be adversely affected if it is not possible to comply with existing regulations or requirements or changes in applicable regulations or requirements. In the event of foreclosure, the transfer of such permits and licenses may be prohibited or may require incurring significant cost and expense. Further, we cannot assure you that the applicable governmental authorities will consent to the transfer of all such permits. If the regulatory approvals required for such transfers are not obtained or are delayed, the foreclosure may be delayed, a temporary shutdown of operations may result and the value of the collateral may be significantly impaired.

Gaming laws will impose additional restrictions on foreclosure.

As a result of gaming restrictions, in any foreclosure sale of the assets of any of our Restricted Subsidiaries which hold gaming licenses in Nevada or the equity interests in our Restricted Subsidiaries constituting collateral securing the notes, the purchaser or the operator of the facility and/or gaming equipment would need to be licensed to operate the casino under the Nevada gaming lawsGaming Control Act and regulations.the regulations of the Nevada Gaming Commission (collectively, the "Nevada Act"). If the trustee acting on behalf of the holders of the notes purchases such assets or equity interests at a foreclosure sale, the trustee would not be permitted to continue such gaming operations unless it retained an entity licensed under the Nevada gaming lawsAct to conduct gaming operations at the facility. The holders of the notes may have to be licensed or found suitable in any event.

Because potential bidders who wish to operate such gaming facilities must satisfy these gaming regulatory requirements, the number of potential bidders in a foreclosure sale could be less than in foreclosures of other types of facilities, and this requirement may delay the sale of, and may reduce the sales price for, the collateral. The ability to take possession and dispose of the collateral securing the notes upon acceleration of the notes is likely to be significantly impaired or delayed by applicable bankruptcy law if a bankruptcy case is commenced by or against us prior to a taking of possession or disposition of the collateral securing the notes by the trustee for the benefit of the holders of the notes.

State law may limit the ability of the trustee and the holders of the notes to foreclose on real property and improvements included in the collateral.

The notes are secured by, among other things, liens on the real property and improvements located in Nevada on which CityCenter is located. State laws in Nevada may limit the ability of the trustee and the holders of the notes to foreclose on the improved real property collateral located therein. State laws in Nevada govern the perfection, enforceability and foreclosure of mortgage liens against real property which secure debt obligations such as the notes. These laws may impose procedural requirements for foreclosure different from and necessitating a longer time period for completion than the requirements for foreclosure of security interests in personal property. Debtors may have the right to reinstate defaulted debt (even if it has been accelerated) before the foreclosure date by paying the past due amounts and a right of redemption after foreclosure. Governing law

may also impose security first and one form of action rules, which rules can affect the ability to foreclose or

Table of Contents

the timing of foreclosure on real and personal property collateral regardless of the location of the collateral and may limit the right to recover a deficiency following a foreclosure.

The holders of the notes and the trustee also may be limited in their ability to enforce a breach of the “no liens”"no liens" covenant. Some decisions of certain state courts have placed limits on a lender’slender's ability to accelerate debt as a result of a breach of this type of a covenant. Under these decisions, a lender seeking to accelerate debt secured by real property upon breach of covenants prohibiting the creation of certain junior liens or leasehold estates may need to demonstrate that enforcement is reasonably necessary to protect against impairment of the lender’slender's security or to protect against an increased risk of default. Although the foregoing court decisions may have been preempted, at least in part, by certain federal laws, the scope of such preemption, if any, is uncertain. Accordingly, a court could prevent the trustee and the holders of the notes from declaring a default and accelerating the notes by reason of a breach of this covenant, which could have a material effect on the ability of holders to enforce the covenant.

Your rights in the collateral may be adversely affected by the failure to perfect security interests in collateral.

Applicable law provides that a security interest in certain tangible and intangible assets can only be properly perfected and its priority retained through certain actions undertaken by the secured party. The liens in the collateral securing the notes may not be perfected with respect to the claims of the notes if the collateral agent relating to suchthe notes is not able to take the actions necessary to perfect any of these liens on or about the date of the indentures governing such notes.liens. In addition, applicable law provides that certain property and rights acquired after the grant of a general security interest, such as real property, equipment subject to a certificate and certain proceeds, can only be perfected at or after the time such property and rights are acquired and identified. We and the Guarantors have limited obligations to perfect the noteholders’noteholders' security interest in specified collateral. There can be no assurance that the collateral agent for the First Lien Notes or the collateral agent for the Second Lien Notes, as applicable,notes will monitor, or that we will inform the trustee of, the future acquisition of property and rights that constitute collateral, and that the necessary action will be taken to properly perfect the security interest in such after-acquired collateral. The collateral agentsagent for the notes havehas no obligation to monitor the acquisition of additional property or rights that constitute collateral or the perfection of any security interest. Such failure may result in the loss of the security interest in the collateral or the priority of the security interest in favor of the First Lien Notes or the Second Lien Notes, as applicable,notes against third parties.

The capital stock securing the notes will in certain circumstances be released automatically from the respective liens and no longer be deemed to be collateral to the extent the pledge of such capital stock would require the filing of separate financial statements for any of our subsidiaries with the SEC.

The indenturesindenture governing the notesFirst Lien Notes and the security documents provide that, in the event that Rule 3-16 of Regulation S-X under the Securities Act (or any successor regulation) requires the filing with the SEC of separate financial statements of any of our subsidiaries the capital stock of which is pledged as collateral securing the notes,First Lien Notes, the portion (or, if necessary, all) of such capital stock necessary to eliminate such filing requirement will automatically be deemed released and not to have been part of the collateral securing the notes.First Lien Notes. In such event, we and the trustee will amend or modify the security documents without the consent of any holder of the notesFirst Lien Notes to the extent necessary to evidence such release. As a result, holders of the notes could lose all or a portion of their security interest in the capital stock. The capital stock pledged as collateral under the SeniorRevolving Credit Facility is not subject to a similar provision and any capital stock pledged as collateral under any of our future indebtedness may not be subject to a similar provision.

The current Rule 3-16 requirement to file with the SEC separate financial statements of a subsidiary is triggered if the aggregate principal amount, par value, or book value of the capital stock as carried by the registrant, or the market value of such capital stock, whichever is greatest, equals

Table of Contents

20 percent or more of the principal amount of the notes.First Lien Notes. Any pledge of the capital stock of any of our subsidiaries is automatically released to the extent the

value of the capital stock of any individual subsidiary subject to the pledge is in excess of 20 percent of the principal amount of the applicable notes.First Lien Notes. Any increase in value of the capital stock of our subsidiaries may lead to further releases of capital stock from the collateral securing the notes. Moreover, the realizable value of the capital stock in the event of a foreclosure may be significantly less than the management estimates of market value.

There are circumstances other than repayment or discharge of the notes under which the collateral securing the notes will be released automatically, without your consent or the consent of the trustee.

Under various circumstances, collateral securing the notes will be released automatically, including:

We may require you to dispose of your notes or redeem your notes if any gaming authority finds you unsuitable to hold them.

We may require you to dispose of your notes or redeem your notes if any gaming authority finds you unsuitable to hold them or in order to otherwise comply with any gaming laws to which our Members, we or any of our subsidiaries are or may become subject, as more fully described in “Regulation"Regulation and Licensing”Licensing" and “Description"Description of the Notes — Notes—Mandatory Disposition Pursuant to Gaming Laws.”"

The issuers will, on the first three payment dates, and thereafter until January 15, 2016, may elect to, pay interest on the Second Lien Notes in additional Second Lien Notes rather than cash.

On the first three interest payment dates the Issuers will pay all of the interest due on the Second Lien Notes for such period in PIK Interest by increasing the principal amount of the outstanding Second Lien Notes for the entire amount of the interest payment, thereby increasing the aggregate principal amount of the Second Lien Notes or by issuing additional notes. Thereafter, until January 15, 2016, the Issuers may, at their option, elect to pay interest on the Second Lien Notes (1) entirely in Cash Interest, (2) entirely in PIK Interest, or (3) 50% in Cash Interest and 50% in PIK interest. As such, holders of the Second Lien Notes will receive no Cash Interest on the Second Lien Notes until January 15, 2013 and thereafter could potentially receive no Cash Interest on the Second Lien Notes until July 15, 2016.

Certain collateral is subject to potential environmental liabilities and the collateral agentsagent may determine not to foreclose on it.

The notes are secured in part by liens on real property that may be subject to both known and unforeseen environmental risks, and these risks may reduce or eliminate the value of the real property pledged as collateral for the notes. Moreover, the trustee and the collateral agentsagent may need to evaluate the impact of potential environmental liabilities before determining to foreclose on the collateral consisting of real property because secured lenders that hold or enforce a security interest in real property may, under certain circumstances, be held liable under environmental laws for the costs of investigating, remediating or preventing the release or threatened release of regulated materials at or

Table of Contents

from such real property. Consequently, the collateral agentsagent may decline to foreclose on such collateral or exercise remedies available in respect thereof if they do not receive indemnification to their satisfaction from the applicable noteholders.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the notes.

Any default under the agreements governing our indebtedness that is not waived by the required holders of such indebtedness could leave us unable to pay principal, premium, if any, or interest on the notes and could substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, or interest on such indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with any accrued and unpaid interest, revolving lenders (if any) the lenders under our Revolving Credit Facility could elect to terminate their commitments and cease making further loans the lenders under our Senior Credit Facility couldor institute foreclosure proceedings against the assets securing such facility and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to seek waivers from the required lenders under our SeniorRevolving Credit Facility to avoid being in default. If we breach our covenants under our SeniorRevolving Credit Facility and seek waivers, we may not be able to obtain waivers from the required lenders thereunder.

The collateral is subject to casualty risks.

We believe that we maintain insurance or otherwise insure against hazards in a manner appropriate and customary for our business. There are, however, certain losses that may be either uninsurable or not economically insurable, in whole or in part. Insurance proceeds may not compensate us fully for our losses. If there is a complete or partial loss of any of the collateral, the insurance proceeds may not be sufficient to satisfy all of the secured obligations, including the notes and the guarantees.

We may not be able to repurchase the notes upon a change of control.

Upon a change of control as defined in the indenturesindenture governing the notes,First Lien Notes, we will be required to make an offer to repurchase all Outstandingoutstanding First Lien Notes at 101% of their principal amount plus accrued and unpaid interest, unless we have previously given notice of our intention to exercise our right to redeem thesuch notes or unless such obligation is suspended. See “Description"Description of the Notes — Notes—Repurchase at the Option of Holders — Holders—Change of Control.”" We may not have sufficient financial resources to purchase all of the notes that are tendered upon a change of control offer or, if then permitted under the indenturesindenture governing the notes,First Lien Notes, to redeem the notes. A failure to make the applicable change of control offer or to pay the applicable change of control purchase price when due would result in a default under each of the indentures.indenture governing the First Lien Notes. The occurrence of a change of control would also constitute an event of default under our SeniorRevolving Credit Facility and may constitute an event of default under the terms of our other indebtedness. The terms of the SeniorRevolving Credit Facility and other debt instruments may limit our right to purchase or redeem certain indebtedness. In the event any purchase or redemption is prohibited, we

may seek to obtain waivers from the required lenders under our SeniorRevolving Credit Facility or holders of other indebtedness to permit the required repurchase or redemption, but the required holders of such indebtedness have no obligation to grant, and may refuse to grant such a waiver. A change of control is defined in the indentures governing the notes. See “Description"Description of the Notes — Notes—Repurchase at the Option of Holders — Holders—Change of Control.”"

If a bankruptcy petition were filed by or against us, holdersTable of notes may receive a lesser amount for their claim than they would have been entitled to receive under the indentures governing the notes.Contents

If the stated principal amount of the notes exceeds their issue price and if a bankruptcy petition were filed by or against us under the U.S. Bankruptcy Code after the issuance of the notes, the claim by any holder of the notes for the principal amount of the notes may be limited to an amount equal to the sum of:

Any OID that was not amortized as of the date of the bankruptcy filing would constitute unmatured interest and would likely not be included in the claim of the holders of the notes. Accordingly, holders of the notes under these circumstances may receive a lesser amount than they would be entitled to receive under the terms of the indentures governing the notes, even if sufficient funds are available.

We will incur increased costs as a result of being required to comply with SEC reporting requirements.

Although we do not contemplate having an equity security registered with the SEC, upon this registration statement being declared effective by the SEC, we will be subject to certain SEC reporting and corporate governance requirements. When we are no longer subject to these SEC reporting requirements, the indentures governing the notes require us to prepare annual, quarterly and current reports in a manner that complies in all material respects with the SEC requirements for such reports with certain limited exceptions. In connection with the preparation of these reports, we may incur significant legal, accounting and other expenses that we did not incur as a private company. We expect that compliance with these reporting requirements will increase our costs and make some activities more time-consuming because a number of these reporting requirements will require us to carry out activities we have not done previously. For example, under Section 404 of the Sarbanes-Oxley Act, for our first annual report on Form 10-K filed subsequent to the effective date of this registration statement, we will need to document and test our internal control procedures and our management will need to assess and report on our internal control over financial reporting.

Risks Related to Our Business

We are entirely dependent on the properties located at CityCenter for all of our cash flow, which subjects us to greater risks than a gaming company with more diverse operating properties.

We are entirely dependent on the properties located at CityCenter for all our cash flow. As a result, we are subject to a greater degree of risk than a gaming company that is more geographically diverse. The risks to which we have a greater degree of exposure include the following:

For example, the cost and availability of air services and the impact of any events that disrupt air travel to and from Las Vegas can adversely affect our business. We cannot control the number or frequency of flights into or out of Las Vegas, but we rely on air traffic for a significant portion of our visitors. Reductions in flights by major airlines, such as those implemented in 2008 and 2009 as a result of higher fuel prices and lower demand, can impact the number of visitors to our facilities. Additionally, there is one principal interstate highway between Las Vegas and Southern California, where a large number of our customers reside. Capacity constraints of that highway or any other traffic disruptions may also affect the number of customers who visit our facilities. Some of the casino play at Aria is from patrons staying at casino-hotels on the Las Vegas Strip other than CityCenter. Construction at an adjacent, unaffiliated casino has previously resulted in sections of the sidewalk in front of CityCenter being blocked off, requiring pedestrians to cross Las Vegas Boulevard away from CityCenter. It is our belief that this interruption in the flow of pedestrian traffic has decreased the number of visitors to CityCenter, and in particular visitors to Aria and Crystals. This construction is now completed, and our competitor is open, but we can make no assurances that other construction or renovation projects will not be undertaken causing further or protracted interruptions in pedestrian traffic by CityCenter. To the extent that the number of visitors to CityCenter is negatively impacted as a result of future construction projects, our operating results and cash flows will be adversely affected.

Any of the factors outlined above could negatively affect our ability to generate sufficient cash flow to remain in compliance with covenants governing our SeniorRevolving Credit Facility and make payments with respect to our debt.

We have a limited operating history and limited brand awareness.

We were formed on November 2, 2007, and during the period from November 2007 through December 2009, our operations consisted solely of the development and construction of CityCenter. We commenced casino and resort and leisure operations in December 2009 and, therefore, we have a limited history in operating a casino, although our Members are experienced in resort and casino operations. In order to effect our business plan, we must grow our market share by, in part, developing a strong customer following through comprehensive branding and marketing programs. Our limited operating history makes us particularly vulnerable to any setback in our branding and marketing programs since we do not have the market penetration and brand awareness that more established casinos have, and consequently, it will be more difficult for us to overcome any such setback in our branding and marketing efforts. Moreover, our limited operating history may present us with additional challenges in addressing risks encountered by new businesses in competitive environments such as significant economic, regulatory and competitive uncertainties and contingencies, many of which are beyond our control, compared to businesses with an established operating history. If we are not able to manage these risks successfully, it could negatively impact our operations. In addition, given our limited operating history, we can provide little historical information, including limited historical financial information, upon which to evaluate our prospects, including our ability to ramp up operations and fully implement our business strategy.

We face significant competition with respect to destination travel locations generally and with respect to our peers in the industries in which we compete, and failure to effectively compete could materially affect our business, financial condition, results of operations and cash flow.

The hotel, resort and casino industries are highly competitive and our competitors vary considerably in size, quality of facilities, number of operations, brand identities, marketing and growth strategies, financial strength

and capabilities, level of amenities, management talent and geographic

Table of Contents

diversity. Because a significant portion of our customers are high-end international customers, who have the resources and willingness to travel globally, we do not believe that our competition is limited to a particular geographic area, and hotel, resort and gaming operations in other states or countries, including Macau in particular, could attract our customers. A number of our competitors have substantial financial, marketing and other resources, and there can be no assurance that they will not in the future engage in aggressive pricing action in the Las Vegas market to compete with us. We cannot assure you that we will be able to compete effectively in the future or that we will be capable of maintaining or increasing our current market share. Our failure to compete successfully in Las Vegas could adversely affect our business, financial condition, results of operations and cash flow.

In recent years, with fewer new markets opening for development, many casino operators have been reinvesting in existing markets to attract new customers or to gain market share, thereby increasing competition in those markets. As companies have completed new expansion projects, supply has grown at a faster pace than demand in the Las Vegas market, and competition has increased significantly. There is also an overhanga supply of unsold condominiums in the Las Vegas market that could be converted to hotel rooms. These units are not included in industry occupancy rate measures. There have been and could in the future be large additions to the hotel room supply in Las Vegas. Even after the global economy begins to recover, there may be excess supply, particularly in the luxury market. The expansion of existing casino entertainment properties, the increase in the number of properties and the aggressive marketing strategies of many of our competitors have increased competition in Las Vegas, and this intense competition is expected to continue. These competitive pressures have and are expected to continue to adversely affect our performance.

        We also compete to some extent with other forms of gaming on both a local and national level, including state-sponsored lotteries, on- and off-track wagering and internet gaming. The expansion of legalized gaming to new jurisdictions throughout the United States will also increase competition, and there has been increased recent discussion regarding the legalization of internet gaming in the United States at both the national and state levels. If gaming, including internet gaming, is legalized in jurisdictions near our property or our target markets where it currently is not permitted, we will face additional competition.

Our business is affected by economic and market conditions in the market in which we operate and in the locations in which our customers reside.

Our business is particularly sensitive to the current state of the economy and any related reductions in discretionary consumer spending and corporate spending on conventions and business development events. Economic contraction, economic uncertainty or the perception by our customers of weak or weakening economic conditions may cause a decline in demand for hotel and casino resorts, trade shows and conventions, and for the type of luxury amenities we offer. Changes in discretionary consumer spending or consumer preferences could be driven by factors such as the increased cost of travel, an unstable job market, perceived or actual loss in disposable consumer income and wealth, or fears of war and future acts of terrorism. Our business may be affected by economic conditions in the Far East, and by economic conditions in the U.S., and California in particular. The recent financial crisis and current economic downturn have resulted in a significant decline in the amount of tourism and spending in Las Vegas and have negatively impacted our results of operations. A continuation of the current economic downturn or any other significant economic condition affecting consumers or corporations generally is likely to prolong this trend and cause a reduction in visitation to our resorts and consumer spending, which would adversely affect our operating results.

Table of Contents

Leisure and business travel, especially travel by air, are particularly susceptible to global geopolitical events, such as terrorist attacks or acts of war or hostility.

We are dependent on the willingness of our customers to travel by air. Events such as those on September 11, 2001, can create economic and political uncertainties that could adversely impact our business levels. Since most of our customers travel by air to our facilities, any further terrorist act, outbreak of hostilities, escalation of war, or any actual or perceived threat to the security of travel by air could adversely affect our financial condition, results of operations and cash flows. Furthermore, although we have been able to purchase some insurance coverage for certain types of terrorist acts, insurance coverage against loss or business interruption resulting from war and some forms of terrorism continues to be unavailable. As a consequence of the threat of terrorist attacks and other acts of war or hostility in the future, premiums for a variety of insurance products have increased, and some types of insurance are no longer available. If any such event were to affect our properties, we would likely be adversely impacted.

Certain aspects of our business rely on a limited number of high-end international customers to whom we often extend credit.

A significant portion of our table games revenue at Aria is attributable to high-end international customers. High-end gaming is more volatile than other forms of gaming, and fluctuations in hold percentage and win results attributable to high-end gaming may have a positive or negative impact on cash flow and earnings in a particular quarter. The loss or a reduction in the play of the most significant of these customers could have a substantial negative effect on our future operating results. A downturn in economic conditions in the countries in which these customers reside could cause a reduction in the frequency of visits by, and revenue generated from, these customers.

We conduct our gaming activities on a credit as well as a cash basis, and we typically extend more markers to high-end table games players compared to slot players and customers that wager smaller amounts. As of June 30, 2011,2012, we had $94 million in accounts receivable from our gaming customers net of anticipated discounts. Markers issued to gaming customers are unsecured. In addition, the collectability of receivables for markers issued to international customers could be negatively affected by future business or economic trends or by significant events in the countries in which these customers reside. We issue markers only to customers whom we deem to be credit-worthy. In Nevada amounts owed for markers that are not timely paid are enforceable under state laws. All other states are required to enforce a judgment for amounts owed for markers entered into in Nevada that are not timely paid pursuant to the Full Faith and Credit Clause of the U.S. Constitution. Amounts owed for markers that are not timely paid are not legally enforceable in some foreign countries, but the U.S. assets of foreign customers may be reached to satisfy judgments entered in the United States. At June 30, 2011,2012, approximately 55%65% of our casino accounts receivable werewas owed by customers outside the United States. We can provide no assurance that we will be able to collect the full amount of gaming debts owed to us, even in jurisdictions that enforce gaming debts. Our inability to collect gaming debts could have a significant negative impact on our operating results.

We have a significant inventory of unsold, high-end high-rise condominium units, the demand for which is sensitive to economic conditions over which we have no control, such as the availability of mortgage financing and changes in housing prices.

We have a significant inventory of unsold, high-end high rise condominium units. Sales of such units depend in part on the ability of buyers to obtain financing for the purchase of our condominium products. Over the past several years, the mortgage lending industry as a whole has experienced significant instability due to, among other things, defaults on subprime and other loans and a resulting decline in the market value of such loans. In light of these developments, lenders, investors, regulators and other third parties questioned the adequacy of lending standards and other credit requirements for

Table of Contents

several loan programs made available to borrowers in recent years. This has led to tightened credit requirements and the limited availability of financing for high-rise condominium products. In general, these developments, along with persistent high unemployment and the general decline of real estate values, have resulted in a reduction in demand for our high-rise condominium products. The inability of potential buyers to obtain suitable financing to purchase our high-rise condominium products will have an adverse effect on our operating and financial results and performance. In addition, we have in the past and will likely continue to offer financing to purchasers of some of our high-rise condominium products, and accordingly, we are subject to the risk of default by such purchasers and the potential inability to recover the full principal and interest due under such financing arrangements. To the extent we finance the sale of our high-rise condominium products, we will receive no cash proceeds at the time of sale of such condominiums, and therefore such sales will not increase operating cash flow in the short term. In an effort to prevent purchasers of condominium units from competing with us in the sales of our condominium units, we required each purchaser to sign an eighteen-month lock up agreement, whereby such purchasers agreed not to sell their condominium units for eighteen months following the closing of the sale of the units to such purchasers. This lock up period expired on July 15, 2011 (subject to certain hardship exemptions allowing for earlier termination) for those purchasers, and accordingly, those persons were free to sell their condominium units, which could create additional competition in the sale of our condominium units and exert downward pressure on the sale prices for such units.

We may be required to record additional impairments with respect to our residential real estate if the market value of our condominium units decreases.

The market value of our condominium products depends on market conditions. The downturn in the U.S. housing market is in its fourthfifth year, and has become one of the most severe housing downturns in U.S. history. The significant declines in the demand for new residential housing units, the significant oversupply of new residential housing units, and the significant reductions in the availability of financing for homebuyers that have marked the downturn are continuing. The housing downturn has been particularly severe in Nevada, and has negatively impacted our ability to sell our residential units. Due in part to weaker than anticipated demand for our condominium products, we have recognized significant impairments of our inventory. If these adverse market conditions continue or worsen, we may be unable to sell all of our current residential condominium inventory, and any sales might be at lower prices and on less favorable terms than we currently anticipate.

Our retail operations depend on our ability to continue to lease space on economically favorable terms.

Crystals is an approximately 334,000329,000 leasable-square-foot retail and entertainment center that is primarily occupied by luxury retail stores and fine dining restaurants. As of June 30, 2011,2012, approximately 264,000281,000 square feet was occupied and open for business. The success of our tenants at Crystals is dependent on the luxury retail and dining market segments, and the products and dining options they offer are discretionary items. Reduced consumer confidence and spending resulting from the recent economic downturn have resulted in decreased demand for many of the items these tenants offer, and a continuation of the current economic downturn could negatively affect the results of their operations. If our current tenants’tenants' sales do not improve, they may be unable to meet their obligations under the current lease arrangements. Under such circumstances, we would need to either renegotiate the lease terms with the tenant, which some of our tenants have been able to do, or sever the tenancy. If this were to occur during the protracted economic downturn, new tenants would be less likely to pay minimum rents as high as our current tenants pay, and our ability to attract new tenants could be negatively impacted. The continuation of the recent economic downturn also has made it, and we expect it to continue to make it, difficult for us to lease out the rest of the retail center and to fill vacancies as they occur. In addition to minimum rents, we derive revenues from rents contingent on tenant sales, which could be negatively impacted to the extent that our tenants’tenants' sales do not improve.

Table of Contents

Given that the rent paid by each of our tenants is generally based on a percent of such tenant’stenant's sales, the lower amount in sales depresses the amount of rent owed to us. In addition, our leases with some of the Crystals tenants contain provisions that, under certain circumstances, may require us to provide concessions in rent or allow for early termination of the lease. For example, certain leases contain (i) minimum sales provisions, which provide that if a tenant’stenant's sales fall below an agreed upon threshold, such tenant may pay a reduced percentage of its sales as rent and/or terminate its lease, or (ii) co-tenancy provisions, which provide that if certain key retailers close their stores and/or a certain amount of retail space at Crystals is no longer occupied, such tenant may pay a reduced percentage of its sales as rent and/or terminate its lease. Thus, the adverse financial effects that could result from our loss of certain key tenants could be magnified as the result of additional concessions we may be required to offer to other tenants.

Certain         We have decided to abate the potential for structural deficiencies atcollapse of the Harmon Hotel & Spa render its structure currently unusablein the event of a code-level earthquake by demolishing the building, and its ultimate fate uncertain.we are exposed to risks prior to or in connection with the demolition process.

After partial construction of the Harmon, we discovered that in certain elements of the building (known as link beams) the reinforcing steel had been installed incorrectly by CityCenter's general contractor Perini Building Company Inc. (“Perini”("Perini"), the CityCenter general contractor, and its subcontractors. Our retained third-party inspectors had failed to discover the defects. Destructive testing in approximately 15 floors of the Harmon then revealed substantial defective construction, including defective installation of reinforcing steel,After additional structural defects in other areas of the Harmon. As a result, the decision was made to eliminate construction of the planned floors above floor 26. Initially, repairs to a limited number of link beamsHarmon were performed. However, additional structural defects were discovered, and further construction at the Harmon was indefinitely stopped, among other reasons, to allow for further assessment of the reinforcing steel work. Subsequent investigations detected structural defects in other components of the Harmon,

including the shear walls, lower floor link beams, and several critical beam-to-column and slab-to-beam connections. On May 14, 2010, defendants in the Perini litigation filed a counterclaim against Perini related to Perini’s previously filed lawsuit, and its parent corporation guarantor Tutor Perini Corporation, for our damages related to the defective construction at the Harmon, among other counts. Since then our structural engineering firms and other consultants have conducted extensive testing and analysis to determine the condition of the Harmon and potential remediation strategies, if any.stopped. During the third quarter of 2010, we determined that the Harmon iswas unlikely to be completed using the existing partially completed structure as it now stands. Our consultants’ investigations ofA consulting engineer engaged by us in 2011 to conduct a review requested by the condition of the building continue.

The Clark County Building Division (the “Building Division”"Building Division") retained a structural engineering consultant to provide with respect to the Harmon building “an engineering analysis to determine the structural stability of the as-built condition…” The report from the Building Division’s structural engineering consultant, however, stated: “It is our understanding that the full nature and extent of the current as-built condition has not been documented or provided to us at the current time. We based this study only on information that was obtained from the available design documents, non-compliance reports and limited visual observations.” Thus, the Building Division’s structural engineering consultant apparently did not perform other testing or a relevant analysis of the building in its current, as-built condition.

Among its general findings the report of the Building Division’s structural engineering consultant stated: “Our analytical findings suggest that the as-designed Harmon Tower structure is structurally stable under design loads from a maximum considered earthquake (MCE) event;” and further, “Our analysis indicates that the as-designed strength of Harmon Tower’s shear wall system is generally sufficient to resist the design loads from a maximum considered earthquake (MCE).” The report from the Building Division’s structural engineering consultant recommends further study of the Harmon building’s vulnerabilities. Accordingly, since the County’s consultant does not appear to have performed an as-built analysis, the report that was issued has minimal value if any in resolution of the issues presented to our pending litigation with Perini.

The Building Division requested that we conduct an analysis, based on all available information, as to the structural stability of the Harmon under building-code-specified load combinations. On July 11, 2011 a consulting engineer engaged by us for this review submitted the results of his analysis of the Harmon tower and podium in its current as-built condition. The engineer opined, among other things, that “["[i]n a code-level earthquake, using either the permitted or current code specified loads, it is likely that critical structural members in the tower will fail and become incapable of supporting gravity loads, leading to a partial or complete collapse of the tower. There is missing or misplaced reinforcing steel in columns, beams, shear walls, and transfer walls throughout the structure of the tower below the twenty-first floor.”" In response to this opinion, on July 12, 2011 the Building Division required us no later than August 15, 2011, “toto provide a plan of action that willto abate the potential for structural collapse and protect impacted uses and occupancies.” Under the relevant building code provision, “abate” means repair, rehabilitation, demolition or removal of the subject building.

On August 15, 2011, afterHarmon. After expert consultation, we submitted our reply to the Building Division. We informed the Building Division that we have decided to abate the potential for structural collapse of the Harmon in the event of a code-level earthquake by demolishing the building, and enclosedsubject to the receipt of court approval. A partial or complete collapse of the Harmon prior to demolition, or the demolition process itself, could result in property damage and/or injury, which could have a plan of actionmaterial effect on our business or cause reputational harm.

        Under our Revolving Credit Facility, we are entitled to demolish the Harmon or make repairs to it as required by law so long as such demolition or repairs are funded from (i) Member contributions designated for demolition by implosion prepared by LVI Environmental Services of Nevada, Inc. We also advised that prior to undertaking the demolition plan of action, we will seek relief from a standing order of the District Court judge presiding overHarmon, (ii) the Perini litigation that prohibits alteration or destructionproceeds of the building without court approval. In addition, we supplied the foundational data for the engineering conclusions stated in the July 11, 2011 letter declaring the Harmon’s structural instability in the event of a code-level earthquake.

The Building Division advised us that the Building Division’s staff will review our August 15, 2011 submission and then issue its conclusions to us, but the Building Division did not specify a date for such guidance. By letter dated August 18, 2011, the Building Division requested further information from, and a meeting with, our retained engineering firm concerning the latter’s data, computations and conclusions regarding

the Harmon’s as-built condition. Pursuant to this request by the Building Division, representatives from our retained engineering firm have met with the Building Division and directly responded to the Building Division’s inquiries.

Our Senior Credit Facility provides that certain demolition expenses may be funded only by equity contributions from our members or certain specified extraordinary receipts (which include any proceeds from the Perini litigation). or (iii) cash or cash equivalents in an amount not to exceed $30.0 million in the aggregate.

Extreme weather conditions or natural disasters may cause property damage or interrupt business, which could harm our business and results of operations.

We are located in an area that may be subject to extreme weather conditions and natural disasters, including, but not limited to, extreme winds and earthquakes. Such extreme conditions may interrupt our operations, damage our properties, and reduce the number of customers who visit our facilities. Although we maintain both property and business interruption insurance coverage for certain extreme weather conditions, such coverage is subject to deductibles and limits on maximum benefits, including limitation on the coverage period for business interruption, and we cannot assure you that we will be able to fully insure such losses or fully collect, if at all, on claims resulting from such extreme weather

Table of Contents

conditions. Furthermore, such extreme weather conditions may interrupt or impede access to our affected properties and may cause visits to our affected properties to decrease for an indefinite period.

Our business is particularly sensitive to energy prices and a rise in energy prices could harm our operating results and cash flow.

We are a large consumer of electricity and other energy and, therefore, higher energy prices may have an adverse effect on our results of operations and cash flow. Additionally, higher electricity and gasoline prices, which affect our customers, may result in reduced visitation to our resort and a reduction in our revenues.

We are owned by the Members and their interest as equity holders may conflict with our interests or the interests of our debt holders.

The Members own 100% of our outstanding membership interests and will control all matters submitted for approval by our members. These matters include the election of the members of our Board of Directors, amendments to our organizational documents, or the approval of any mergers, sales of assets or other major corporate transactions. Furthermore, MGM Resorts, through its operational control, has the ability to significantly influence our affairs and policies. The interests of the Members may compete or otherwise conflict with our interests. For example, MGM Resorts, as a diversified operator of 15 wholly owned gaming entertainment properties, owns additional gaming businesses that compete directly or indirectly with us. MGM Resorts may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us.

Moreover, the interests of the Members may not in all cases be aligned with the interests of a holder of the notes. For example, the Members could cause us to make acquisitions that increase the amount of the indebtedness that is secured or senior to the notes or sell revenue-generating assets, impairing our ability to make payments under the notes. In addition, the Members may have an interest in pursuing acquisitions, divestitures and other transactions that, in their judgment, could enhance their equity investment, even though such transactions might involve risks to holders of ourthe notes.

Additionally, the Members have in the past had disputes among themselves in respect of the development of CityCenter, which included the filing of a lawsuit on March 22, 2009 by Dubai World against MGM Resorts alleging that MGM Resorts was in default under the terms of the limited liability company agreement in place at that time. This lawsuit was settled on April 29, 2009, and in connection therewith, the parties entered into an

amended and restated limited liability company agreement. Any future dispute arising between the Members could significantly distract our senior management team, diverting their attention away from CityCenter operations and thereby adversely affecting our results of operations, as well as potentially making it more difficult for the Members to reach agreement on other issues. Moreover, if the Members were to have further disagreements, we cannot assure you that the outcome of such disagreements will not require the amendment of our limited liability company agreement or the alteration of other aspects of the relationship among the Members and CityCenter in a manner that would be contrary to the best interests of CityCenter and its operations.

The inability of MGM Resorts to honor its completion guarantee could adversely affect our ability to satisfy our obligations.

In connection with the Senior Credit Facilityentry into our prior senior credit facility and issuance of the notes,2011 Unregistered First Lien Notes, MGM Resorts entered into the restated completion guarantee that will support remaining construction payables from the construction of CityCenter (as restated, the “completion guarantee”"completion guarantee"). MGM Resorts’Resorts' obligations under the completion guarantee are secured by MGM Resorts’Resorts' interests in the Circus Circus Collateral. The terms of the completion guarantee require us to utilize the first approximately $124 million of future net residential sale proceeds to fund

Table of Contents

construction costs, or to reimburse MGM Resorts from such net residential sale proceeds for construction costs previously expended. As of June 30, 2011,2012, we have received approximately $619$670 million under the completion guarantee. If we are unsuccessful in our defense in the legal proceedings with Perini, MGM Resorts’Resorts' obligations under the completion guarantee could increase substantially. MGM Resorts has substantial indebtedness and capital commitments that could negatively impact its ability to meet its obligations under the completion guarantee. If MGM Resorts is unable to honor its obligations under the completion guarantee, our business, financial condition and results of operations would be materially adversely affected.

We rely particularly on management agreements with MGM Resorts and the Mandarin Oriental Hotel Group for the management of our operations, which decreases our ability to manage risk.

At June 30, 2011,2012, there were approximately 8,4008,700 MGM Resorts employees at CityCenter dedicated to the management and operation of CityCenter. Our ability to maintain a competitive position depends on the expertise and experience of MGM Resorts employees. Certain of these employees have developed key relationships with CityCenter’sCityCenter's high-end customers, and we rely on these employees to continue attracting these customers to CityCenter. If we lose the services of MGM Resorts employees for any reason, our business could be significantly impaired. Moreover, if key MGM Resorts employees were redeployed by MGM Resorts to operate and manage competing properties owned by MGM Resorts, such employees could exploit, to CityCenter’sCityCenter's detriment, the key relationships they have developed with CityCenter’sCityCenter's high-end customers. Accordingly, we are susceptible to the risk that MGM Resorts, which controls our managing member, may divert high-end customers from CityCenter (in which MGM Resorts has a 50% interest) to other properties, such as the adjacent Bellagio (which it wholly owns). Approximately 4,200 of the employees working at CityCenter are covered by collective bargaining agreements. A prolonged dispute with the covered employees could have an adverse impact on our operations. In addition, wage and/or benefit increases resulting from new labor agreements may be significant and could also have an adverse impact on our results of operations. To the extent that non-union employees join unions, we would have greater exposure to risks associated with labor problems. Separately, we have engaged the Mandarin Oriental Hotel Group to manage and operate the Mandarin Oriental for a management fee. All personnel managing the day-to-day operations of the Mandarin Oriental are staffed by, and employees of, the Mandarin Oriental Hotel Group. Although Mandarin Oriental is an experienced operator of high-end luxury hotels, delegating such operational management to a third-party service provider exposes us to certain types of business risks that would not otherwise be the case had we retained full operational control. In particular, we and Project CC (our managing member) have less control over the routine day-to-day management of the Mandarin Oriental. For example, although we have the right to approve the operating budget for the Mandarin Oriental, our ability to implement new operational strategies may be limited. In addition, the Mandarin Oriental Hotel Group and its employees may have interests that are inconsistent with, or contrary to, our interests.

The success of our business depends on our ability to build and utilize a valuable customer database.

The success of our business depends in part on our ability to direct targeted marketing efforts to important casino and non-gaming customers. Our ability to undertake those marketing efforts depends to a significant extent on our continued participation in the MGM Resorts casino customer loyalty program (“("M life”life") and our utilization of other non-gaming customer database resources owned and maintained by MGM Resorts. In connection with these programs we develop information which allows us to track casino play and award complimentaries and other promotional opportunities to our customers. Complimentaries and other similar rewards are customarily offered by resort/casino facilities in the Las Vegas market to their customers and are important incentives to those customers.

Table of Contents

Pursuant to the various operations management agreements between us and MGM Resorts, we have the contractual right to participate in M life and to utilize other database resources, which requires MGM Resorts to permit us to participate in such programs on the same basis as its other hotel casino properties participate in them (pursuant to rules and policies which may be amended by MGM Resorts from time to time). The agreements provide that data related to customers of CityCenter who are not also customers of other MGM Resorts properties is the exclusive proprietary information of CityCenter and data related to customers of other MGM Resorts properties who are not also customers of CityCenter is the exclusive proprietary information of MGM Resorts. MGM Resorts has rules and policies concerning M life and other non-gaming customer database resources owned and maintained by MGM Resorts, including rules of use for accessing common customers and customers who have been designated as inactive. The rules and policies are designed to ensure that customers receive promotional offers in a methodical manner from properties where they have an existing relationship rather than inundating them with offers from properties that they do not frequent which will cause confusion and decrease the likelihood of successfully engaging the customer. We have no specific contractual right to access the data of exclusive customers of other MGM Resorts properties for marketing purposes. In the past, we have benefited from access to data regarding the exclusive customers of other MGM Resorts properties during our first year of operations, as MGM Resorts has provided access to this portion of its databases until November 2011 to assist us to develop our customer base.base, and since such date we have had other limited access. However, we have no contractual right to continue to enjoy access to the data of exclusive customers of other MGM Resorts properties and any changes in permitted access which MGM Resorts may implement could have a material impact on the effectiveness of our marketing efforts.

The loss of the services of key management personnel could have a material effect on our business and financial results.

Pursuant to management agreements with MGM Resorts, certain individuals have been designated as executive officers overseeing our day-to-day operations. We believe our senior management team’steam's reputation, relationships and knowledge of the casino industry and the Las Vegas market in particular will be a critical element to the long-term success of our business. We depend on the diligence and skill of our management team. Our other executive officers and other members of senior management have substantial experience and expertise in our business and have made significant contributions to our development, growth and success. The unexpected loss of services of one or more of these individuals could also adversely affect us.

We face risks related to pending claims that have been, or future claims that may be, brought against us.

Claims have been brought against us and our subsidiaries in various legal proceedings and additional legal claims arise from time to time. MGM MIRAGE Design Group (now known as MGM Resorts Design Group and a wholly owned subsidiary of MGM Resorts International) and certain of our direct or indirect subsidiaries currently are defending against litigation instituted by Perini, which alleges, among other things, that the defendants have failed to pay approximately $491$490 million owed under the construction agreement with Perini. In December 2010, Perini recorded an amended notice of lien reducing its recorded lien to approximately $313 million. Because of settlements with subcontractors, in June 2012, Perini recorded an amended notice of lien reducing its lien to approximately $240 million. On August 14, 2012 Perini amended its lien further to $224 million and on August 15, 2012 we served Perini with supporting documentation for another $33 million in lien reductions. As a result, on August 30, 2012 Perini reduced its lien by another $33 million to the current lien amount of June 30, 2011, we believe we are entitled to a further reduction of $112 million based on payments made to settle certain subcontractor claims.$191 million. We, along with certain co-defendants, dispute these allegations, and contend that the defendants are entitled to substantial offsets against subcontractor claims and substantial

amounts from Perini as a result of certain contractual rights of offset as well as damages resulting from Perini’sPerini's breach of contract. For a summary of the litigation with Perini, see “Business — Legal Proceedings — "Management's Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview—Construction Litigation.”" The defendants may not be successful in the defense or

Table of Contents

prosecution of the claims in the legal proceedings with Perini. We may not be successful in respect to any of our other current or future legal proceedings, and our business insurance may not adequately cover us in respect of any such losses, which in any such case could result in settlements, damages or losses that could significantly impact our business, financial condition and results of operations.

Our business is subject to extensive regulation and the cost of compliance or failure to comply with such regulations may adversely affect our business and results of operations.

Our ownership and operation of gaming facilities is subject to extensive regulation by the United States and the State of Nevada. These laws, regulations and ordinances generally concern the responsibility, financial stability and character of the owners and managers of gaming operations as well as persons financially interested or involved in gaming operations. As such, our gaming regulators can require us to disassociate ourselves from suppliers or business partners found unsuitable by the regulators. For a summary of gaming and other regulations that affect our business, see “Business — "Business—Regulation and Licensing.”" The regulatory environment in the State of Nevada may change in the future and any such change could have a material effect on our results of operations. In addition, we are subject to various gaming taxes, which are subject to possible increase at any time. Increases in gaming taxation could also adversely affect our results.

Because we own real property, we are subject to extensive environmental regulation, which creates uncertainty regarding future environmental expenditures and liabilities.

        Our operations and facilities are subject to a broad range of federal, state and local laws and regulations relating to pollution and the protection of the environment. These laws regulate, among other things, the discharge of materials into the environment, the handling and disposal of waste, remediation of contaminated sites and other matters relating to the protection of the environment and to worker health and safety. We have incurredand continue to incur costs to comply with environmental requirements, such as those relating to inspection, permitting, discharges into the air, water and land and the handling and disposal of solid and hazardous waste. Under these and other environmental requirements we may be required to investigate and clean up hazardous or toxicregulated substances or chemical releases at our currently or formerly owned or operated property, even if such contamination was caused by a prior owner of the property. As an owner or operator, we could also be held responsible to a governmental entity or third parties for any fines or penalties, property damage, natural resource damage, personal injury and investigation and cleanup costs incurred by them in connection with any contamination. In addition, we may be responsible for investigation or remediation costs relating to contamination at third-party sites where we have sent waste for disposal.

These laws typically impose cleanup responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants. The liability under those laws has been interpreted to be joint and several unless the harm is divisible and there is a reasonable basis for allocation of the responsibility. The costs of investigation, remediation or removal of those substances and any related fines or penalties, property damage, personal injury or natural resource damages may be substantial, and the presence of those substances, or the failure to remediate a property properly, or any significant permitting issues may impair our ability to use our property.

Any violation of the Foreign Corrupt Practices Act or applicable anti-money laundering regulation could have a negative impact on us.

We are subject to regulations imposed by the Foreign Corrupt Practices Act (the “FCPA”"FCPA"), which generally prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business. Any determination that we have violated the FCPA could have a material effect on our financial condition. We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering regulations. Any violation of anti-money laundering laws or regulations by any of our properties could have an adverse effect on our financial condition, results of operations or cash flows.

Table of Contents

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The following selected historical consolidated financial information as of December 31, 20102011 and 2009,2010, and for the years ended December 31, 2011, 2010 2009 and 20082009 is derived from, and qualified by reference to, our audited consolidated financial statements included in this prospectus. The following summary historical consolidated financial data as of December 31, 2009, 2008 and 2007, for the year ended December 31, 2008 and for the period from November 2, 2007 (date of inception) to December 31, 2007 is derived from, and qualified by reference to, our audited consolidated financial statements not included in this prospectus. The following summary historical consolidated financial data as of June 30, 20112012 and for the six months ended June 30, 20112012 and 20102011 is derived from, and qualified by reference to, our unaudited consolidated financial statements included in this prospectus. We were formed on November 2, 2007, and during the period from November 2007 through December 2009, our operations consisted solely of the development and construction of CityCenter. We commenced casino and resort and leisure operations in December 2009.

Our unaudited consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements except as stated in the related notes thereto and, in the opinion of management, include all normal recurring adjustments considered necessary for a fair presentation of our financial condition and result of operations for such periods. Operating results for the six months ended June 30, 20112012 are not necessarily indicative of the results that may be expected for the year ended December 31, 2011.2012. The selected historical consolidated financial information