EXHIBIT 3.5
ROSS MILLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
Filed in the office of
Ross Miller Secretary of State
State of Nevada
Document Number
20070786899-56
Filing Date and Time
11/19/2007 10:30 AM
Entity Number
E0793822007-7
Articles of Organization Limited-Liability Company
{PURSUANT TO NRS 86)
USE BUCK INK ONLY—DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY
1 | | Name of Limited-Liability Company: |
(must contain approved limited-liability company wording: see instructions)
CITYCENTER HOTEL & CASINO HOLDINGS, LLC
Check box If a
Series Limited-
Liability Company
2. Resident Agent Name and Street Address:
(must be a Nevada address
where process may be served)
Bryan L. Wright
Name
3950 LAS VEGAS BOULEVARD SOUTH
(MANDATORY) Physical Street Address
(OPTIONAL) Mailing Address
89119
LAS VEGAS
Nevada
City Zip Code
City State Zip Code
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
Manager(s) OR Members
(check only one box)
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
LAS VEGAS
NV 89109
State Zip
Code
Address
JAMES J.MURREN
Name
13600 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS
NV
89109
Address
City
State Zip Code
GARY N. JACOBS
Name
3600 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS
NV
89109
Address
City
State Zip Code
6. Name. Address and Signature of Organizer
(attach additional page if more than 1)
Bryan L. Wright
Name
Signature
3950 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS
NV 89119
Address
City
State Zip Code
7. Certificate of Acceptance of Appointment of Resident Agent:
I hereby accept appointment as Resident Agent for the above named limited-liability company.
Authorized Signature of R.A. or On Behalf of R.A. Company
Date
This form must be accompanied by appropriate fees.
Nevada Secretary of state Form LLC Arts 2007 Revised on 01/01/07
INITIAL LIST OF MANAGERS OR MANAGING MEMBERS AND RESIDENT AGENT OF
CITYCENTER HOTEL &CASINO HOLDINGS, LLC
(Name of Limited-Liability Company)
FOR THE FILING PERIOD OF NOVEMBER 2007 To NOVEMBER 2008
FILE NUMBER
E0793822007-7
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
Document Number
20070833301-57
Ross Miller
Secretary of State
State of Nevada
Filing Date and Time
12/04/2007 8:03 AM
Entity Number
E0793822007-7
A FORM TO CHANGE RESIDENT AGENT INFORMATION CAN BE FOUND ON OUR WEBSITE: secretaiyofstate.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 will 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 the form.
FORM WILL BE RETURNED IF UNSIGNED
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 $75.00 penalty must be added for failure to file this form by the last day of first month following organization date.
Make your check payable to trie Secretary of State. Your canceled check will constitute a certificate to transact business.
Ordering Copies: If requested above, one file stamped copy will be returned at no additional charge. To receive a certified copy, enclose an additional $30.00 per certification. A copy fee of $2.00 per page is required for each additional copy generated when ordering 2 or more file stamped or certified copies. Appropriate instructions must accompany your order.
Return the completed form to Secretary of State, 202 North Carson Street, Carson City, NV 89701-4201, (775) 884-5703.
Form must be in the possession of the Secretary of State on or before the last day of the first month following the Initial registration dale. (Postmark dale is not accepted as receipt date.) Forms received after due date will be returned for additional fees and penalties.
FILING FEE: $125 00
LATE PENALTY: $7500
.NAME .
J. TERRENCE LANNI
ADDRESS
3600 LAS VEGAS BOULEVARD SOUTH
(DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED) MANAGER
MANAGING MEMBER
ZIP
89109
ST
NV
CITY
LAS VEGAS
NAME
JAMES J. MURREN
ADDRESS
3600 LAS VEGAS BOULEVARD SOUTH
(DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED) MANAGER
MANAGING MEMBER
ZIP
89109
ST
NV
CITY
LAS VEGAS
NAME
GARY N. JACOBS
3600 LAS VEGAS BOULEVARD SOUTH
(DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED) MANAGER
MANAGING MEMBER
ZIP
89109
ST
NV
CITY
LAS VEGAS
NAME
(DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED) MANAGER MANAGING MEMBER
ADDRESS
AME
ZIP
ST
CITY
NAME
DOCUMENT WILL BE REJECTED IF TITLE NOT INDICATED) MANAGER
MANAGING MEMBER
ADDRESS
CITY
ST
ZIP
I declare, to the best of my knowledge under penalty of perjury, that the above mentioned entity has complied with th provisions of NR$360.780 and acknowledge that oursuant to NR$239,330., it is a category C to knowingly offer any false or forged instruments or filing in the office of the Secretary of State.
Title:
Date:
MANAGER
Signature of Manager or Managing Member
Nevada Secretary of Stata Form Initial List LLC 2007 Revised on; 01/01/07
ADDENDUM TO INITIAL LIST OF MANAGERS AND MANAGING MEMBERS OF CITYCENTER HOTEL & CASINO HOLDINGS, LLC
William McBeath, President & COO
Jonathan Corchis, Senior Vice President & CFO
Cathy Santoro, Treasurer
Gary N. Jacobs, Secretary
Bryan L. Wright, Assistant Secretary
John McManus, Assistant Secretary
Bruce A. Aguilera, Assistant Secretary
ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775)684 5708
Website: secretaryofstate.biz
Filed in the office of
Ross Miller
Secretary of
State State of Nevada
Document Number
20070840222-47
Filing Date and Time
12/11/2007 9:50 AM
Entity Number
E0793822007-7
Amendment to Articles of Organization
(PURSUANT TO NRS 86.221)
USE BLACK INK ONLY—DO NOT 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)
Name of limited-liability company:
CITYCENTER HOTEL & CASINO HOLDINGS, LLC
2. The company is managed by: Managers OR Members
(check only one box)
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):
CITYCENTER LAND, LLC
* 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 8*3.221 Amend 2007
Revised on; 01/01/07
ROSS MILLER
Secretary of Stats
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 6845708
Website: www.nvsos.gov
Filed in the office of
Ross Miller Secretary of State State of Nevada
Document Number
20080610761-11
Filing Date and Time
09/15/2008 10:10 AM
Entity Number
E0793822007-7
Amendment to Articles of Organization
(PURSUANT TO NRS 86,221)
USE BLACK INK ONLY-DO NOT 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 HOTEL & CASINO HOLDINGS, LLC
2. The company is managed by: Managers OR Members
(check only one box)
3.The articles have been amended as follows (provide articles numbers, if available)*:
Article 1. The name of the limited liability company is Aria Hotel &, Casino Holdings, LLC.
4. Signature {must be signed by at least one manager or by a managing member):
* 1) If amending company name, it must contain the words "Limited-Liability Company," "Limited Company," or "Limited," or the abbreviations "Ltd.," "LL.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 with the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees,
Navada Secretary of State 88.221 DLLC Amendment
Revised: 7-1-08
ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov
Filed in the office of Document Number
20090172978-45
Ross Miller
Secretary of State
State of Nevada Filing Date and Time
02/24/2009 10:45 AM
Entity Number
E0793822007-7
Amendment to Articles of Organization
(PURSUANT TO NRS 86.221)
USE BLANK INK ONLY—DO NOT 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:
ARIA HOTEL & CASINO HOLDINGS, LLC
2. The company is managed by: Managers OR
(check only one box) Members
3. The articles have been amended as follows (provide articles numbers, if available}*:
Article 1. The name of the limited liability company is Aria Resort & Casino Holdings, LLC
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.," "LLC," or "LC," "U.C" 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 with the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees. Navada Secretary of State 86,221 DLLC Amendment Revised: 7-1-08
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775)6845708
Website: www.nvsos.gov Document Number
Filed in the Office of 20090783420-65
Filing Date and Time
Ross Miller 11/09/2009 11:11 AM
Certificate of Correction Secretary of State i Entity Number
State of Nevada E0793822007-7
(PURSUANT TO NRS CHAPTERS 78,
78A, 80, 81, 82, 84, 86, 87, 87A, 88.
88A, 50 AND 92A)
USE BLACK INK ONLY – DO NOT HIGHLIGHT ,, ABOVE SPACED FOR OFFICE USE ONLY
Certificate of Correction (Pursuant to NRS Chapters 78,78A, 80,81, 82,84,86,87,87A, 83,88A, 83 and 92A)
1. The name of foe .entity for which correction is being made:
Aria Resort & Casino Holdings, LLC
2. Description of foe original document for .which correction is being made;
Certificate of Amendment to Articles of Organization for a. Nevada Limited Liability Company (Document Number
20070840222-47)
3. Fifing date of the original document for which correction is being made: 12/11/07'
4. Description of the inaccuracy or defect '
The Company was manager-managed and amended its articles by riling a Certificate of Amendment on 12711/07 in order to change its status to that of member-managed. However, such amendment was prepared with defects: (i) Section 2 of (he amendment incorrectly indicated that the Company was managed by members when it was still managed by member and (ii) Section 3 of the amendment did not provide the 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 corrected to provide that: (i) Article 4 of the Articles of Organization filed 11/19/07 shall be amended to provide that the Company shall be managed by its sole member; and (ii) Article 5 of the Articles of Organization shall be amended to provide the Company's sole member and managing member is City Center Land, LLC, and the the address of the sole member and managing member is c/o MGM MIRAGE, 3950 Las Vegas Blvd. South, Las Vegas, N V 89119.
By: City Center Holdings, LLC, a Nevada limited liability company, sole member
By: City Center Holdings, LLC, a Delaware limited liability company, sole member of CityCenter Land, LLC
6. Signature: By; Project CC,LLC, Nevada limited liability company, the managing member of CityCenter Holdings, LLC
“ If entity Is a corporation, it must 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: a limited partnership or limited-liability limited partnership, by general partner: a limited-liability partnership, by a managing partner; a business trust, by a trustee,
IMPORTANT: Failure Include any of the above information and submit with the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees. Navada Secretary of State Correction
Revised: 3-26-09
