EXHIBIT 3.13
ROSS MILLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
Articles of Organization Limited-Liability Company
(PURSUANT TO NRS 86)
Filed in the office of Document Number
20070786898-45
Ross Miller Secretary of State State of Nevada
Filing Date and Time
11/19/2007 10:30 AM
Entity Number
E0793812007-6
USE BLACK INK ONLY—OO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY
1. Name of Limited-Liability Company: .(must contain approved limited-liability company wonting: see instructions)
CITYCENTER HARMON HOTEL HOLDINGS, LLC
Check box if a
Series Limited-
Liability Company
?
2. Resident Agent Name and Street
(Must baa Nevada address where process may be served)
Bryan L.Wright
Name
3950 LAS VEGAS B0ULESVARD SOUTH LAS VEGAS ] Nevada 89119
(MANDATORY) Physical Street Address City Zip Code
State Zip Code
(OPTIONAL) Mailing Address
3. Dissolution Date:
(OPTIONAL: see instructions)
Latest date upon which the company is to dissolve (if existence is not perpetual):
}
4. Management:
Company shall be managed by
Managers) OR Members
(check only one box)
lAS VEGAS
5. Name and Address of each Manager or Managing Member:
(attach additional page if more than 3)
J. TERRENCE LANNI
Name
3600 LAS VEGAS BOULEVARD SOUTH
Address City
[James j. murren
Name
[891O9
State Zip Code
3600 LAS VEGAS BOULEVARD SOUTH
Address
GRAY N.JACOB
LAS VEGAS
City NV 89109
State Zip Code
Name
3600 LAS VEGAS BOULEVARD SOUTH lAS VEGAS nv 89109
Address City State Zip Code
LASJ VEGAS
6. Name. Address and Signature of Organizer
(attach additional cage if mare than 1)
Bryan L.Wright Name
3950 LAS VEGAS BOULEVARD SOUTH
Address
City
State Zip Code
I hereby accept
the above named limited-liability company.
Date
7. Certificate of Acceptance of Appointment of Resident Agent:
Authorized Signature R.A. or On Behalf of RA.Company
This form must be accompanied by appropriate fees.
Nevada Secretary of State Form LLC Arts 2007 Revised on 01/01/0?
INITIAL LIST OF MANAGERS OR MANAGING MEMBERS AND RESIDENT AGENT OF FILE NUMBER
CITYCENTER HARMON HOTEL HOLDINGS, LLC |EO793812007-6
(Name of Limited-Liability Company)
FOR THE FILING PERIOD OF [NOVEMBER 2007
TO NOVEMBER 2008 ?
The corporation's duly appointed resident agent in the State of Nevada upon whom process can be served is:
Bryan L, Wright
3950 Las Vegas Blvd. South
Las Vegas, NV 89119
Filed in the office of
Ross Miller Secretary of State State of Nevada
Document Number
20070833300-46
Filing Date and Time
12/04/2007 8:03 AM
Entity Number
E0793812007-6
A FORM TO CHANGE RESIDENT AG6NT INFORMATION CAN BE FOUND OM OUR WEBSITE: secretaryofstata.biz
Important: Read instructions before completing and returning this form. USE BLACK INK ONLY—DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY
Return one file stamped copy. (If filing not accompanied by order instructions, file stamped copy wilt be sent to resident agent.)
Print or type names and addresses either residence or business, for all managers or managing members. A Manager, or if none, a Managing Member of the LLC must sign Ina form. FORM WILL BBRETVHNED IPUNSIGNED
If there are additional managers or managing members, attach a list of them to this form.
Return the completed form with the $125.00 filing fee. A 575.00 penalty must be added for failure Id file this form by the last day of first month following organization date.
Make your check payable to the Secretary of Slate. Your canceled check will constitute a certificate to transact business,
Ordering Copies: If requested above, one Re stamped copy will be returned at no additional charge. To receive certified copy, enclose an additional 330.00 per certification. A copy fee of $2,00 per page is required for each additional copy generated when ordering 2 or more file stamped a-certified copies. Appropriate instructions must accornpany your order.
Return (he completed form to: Secretary of State, 202 North Carson Street, Carson City, NV 89701-4201. (775) BS4*570S.
Form must be in the possession of the Secretary of State on or before the last clay of the first month f ollowing the initial registration data (Postmark date is not accepted as receipt dale.) Forms received after due date will be resumed for additional fees and penalties.
RUNG FEE: $125 00
LATE PENALTY: S75 00
NAME,
?J. TERRENCE LANN1
ADDRESS ,
3600 LAS VEGAS BOULEVARD SOUTH
(DOCUMENT WILL BE REJECTED IF TITLE MOT INDICATED)
| manager managing member
zip , J89I09
ST
CITY
LAS VEGAS .JJNV
NAME
JAMES J. MURREN
ADDRESS
3600 LAS VEGAS BOULEVARD SOUTH
(DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED) ] MANAGER Q MANAGING MEMBER
zip. . 89109
ST
CITY
LAS VEGAS
MAME
GARY N.JACOBS ^
ADDRESS
3600 LAS VEGAS BOULEVARD SOUTH
(DOCUMENT WILL BE REJECTED if TITLE NOT INDICATED) MANAGER MANAGING MEMBER
ZIP
I J89109
CITY.
LaS VEGAS
NAME
(DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED) MANAGER MANAGING MEMBER
ADDRESS
CITY
ST
ZIP
Name
(DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED) MANAGER MANAGING MEMBER
ZIP
ST
CITY
~
ADDRESS
I declare, to the best of my knowledge under penalty of perjury, that the above mentioned entity has complied with the provisions of NRS 360.730 and acknowledge that pursuant to NRS 239.330, it is a category C felony-to knowingly offer any false or forged instrument for filing In the Office of the Secretary of State.
Date
Title
I
MANAGER
Signature of Manager or Managing Member
Nevada Secretary of Slats Form Initial List LLC 2007 Revised on: 01/01/07
ADDENDUM TO INITIAL LIST OF MANAGERS AND MANAGING MEMBERS OF CITYCENTER HARMON HOTEL HOLDINGS, LLC
Robert H. Baldwin, President & COO
Chris Nordling, Executive Vice President & CFO
Cathy Santoro, Treasurer
Gary N. Jacobs, Secretary
Bruce Aguilera, Assistant Secretary
John McManus, Assistant Secretary
Bryan L. Wright, Assistant Secretary
ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
Amendment to Articles of Organization
(PURSUANT TO NRS 86,221)
Filed in the office of Document Number
20070840216-60
Ross Miller Secretary of State State of Nevada
Filing Date and Time
12/11/2007 9:50 AM
Entity Number
E0793812007-6
USE BUCK INK ONLY—DO MOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Organization For a Nevada Limited-Liability Company {Pursuant to NRS 86.221}
1. Name of limited-liability company:
CITYCENTER HARMON HOTEL HOLDINGS, LLC
2. The company is managed by: [_J Managers OR
(check only one box)
Members 3. The articles have been amended as follows (provide articles numbers, if available)*:
Article 4. Entity is member managed.
4. Signature (must be signed by at least one manager or by a managing member):
Signature
* 1) If amending company name, it must contain the words "Limited-Liability Company," "Limited Company," or "Limited," or the abbreviations "Ltd.," "L.L.C.," or "L.C.," "LLC" or "LC." The word "Company" may be abbreviated as "Co." 2) If adding managers, provide names and addresses.
FILING FEE: $175.00
IMPORTANT; Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees
Nevada Secretary of Stale AM 39221 Amend 20C7 Revised on: 0WO1/0?
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 39701-4520
(776) 684 $708
Website: www.nvsos.gov
Certificate of Correction
{PURSUANT TO NRS CHAPTERS 78,
78A, SO, 81,62,84, 86,87,87A, 88,
88A, 89 AND 92A)
Filed in the office of Document Number
20090783426-21
Ross Miller Secretary of State State of Nevada
Filing Date and Time
11/09/2009 11:11 AM
Entity Number
E0793812007-6
ABOVE SPACE is for OFFICE USE ONLY
USE BLACK INK ONLY- DO NOT HIGHLIGHT
Certificate of Correction (Pursuant to NRS Chapters 78,78A, SO, 81,82, 84, 86, 87, 87A, SS, S8Af 69 and 92A)
1. The name of the entity for which correction is being made: .
CityCenter Harmon Hotel Holdings, LLC
2. Description of the original document for which correction is being made:
Certificate of Amendment to Articles of Organization for a Nevada limited Liability Company (Document Number 20070840216-50)
Filing date of the original document for which correction Is being made; 12/11/07
Description of the Inaccuracy or defect. . .
The Company was manager-managed and amended its articles by filing a Certificate of Amendment on 12/11/07 in order to change its status to that of member-managed. However, such amendment was prepared with defects: (0 Section 2 of the amendment incorrectly indicated that the Company was managed by members when it was still managed by managers; and (ii) Section 3 of (he amendment did not provide toe name and address of the managing member and sole member.
5. Correction. Of the-inaccuracy. or defect.
Section 2 of the Certificate of Amendment shall be corrected to provide that the Company was managed by Managers. Section 3 of the Certificate of Amendment shall be collected to provide mat; (j) Article 4 of the Articles of Organization filed 11/19/07 shall be amended to provide that me Company shall be managed by its sole member; and (ii) and Article 5 of the Articles of Organization shall be amended to provide the Company's sole member and managing member is City Center Laud, LLC, and the the address of the sole member and managing member is c/o MGM MIRAGE, 3950 Las Vegas Blvd. South, Las Vegas, NV 89119.
,. CityCenter Land, LLC, a Nevada limited liability company, sole member .
• By: CityCenter Holdings, Delaware limited liability company, company, sole member of city center land LLC
By. Project CC, LLC, a Nevada limited liability company, the managing member of city center Holding, LLC
10/27/09
Authorized Signature
Date
" IF entity b corporation, It mu3t be signed by an officer if .stock has been issued, OR an Incorporator or director if stock has not been Issued/ a limited-liability company, by a manager or managing members: s limited partnership or Bmifed-Sabltfty limited partnership, by a general partner: a llmited-Jlabilliy partnership/by a managing partner: a business trust, by a trustee.
IMPORTANT; Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected
This form must be aeeompentod by appropriate fees.
Nevada a«cntatr of Stale Correction Revbetf: 3-26-CB
