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- S-4 Registration of securities issued in business combination transactions
- 3.1 Certificate of Formation of Citycenter Holdings, LLC
- 3.2 Amended and Restated Limited Liability Company Agreement of Citycenter Holdings,
- 3.3 Certificate of Incorporation of Citycenter Finance Corp.
- 3.4 Bylaws of Citycenter Finance Corp.
- 3.5 Articles of Organization of Aria Resort & Casino Holdings, LLC
- 3.6 Amended and Restated Operating Agreement of Aria Resort & Casino Holdings, LLC
- 3.7 Articles of Organization of Citycenter Boutique Hotel Holdings, LLC
- 3.8 Operating Agreement of Citycenter Boutique Hotel Holdings, LLC
- 3.9 Articles of Organization of Citycenter Boutique Residential Development, LLC
- 3.10 Amended and Restated Operating Agreement of Citycenter Boutique Residential
- 3.11 Articles of Organization of Citycenter Harmon Development, LLC
- 3.12 Amended and Restated Operating Agreement of Citycenter Harmon Development, LLC
- 3.13 Articles of Organization of Citycenter Harmon Hotel Holdings, LLC
- 3.14 Operating Agreement of Citycenter Harmon Hotel Holdings, LLC
- 3.15 Articles of Organization of Citycenter Land, LLC
- 3.16 Amended and Restated Operating Agreement of Citycenter Land, LLC
- 3.17 Articles of Organization of Citycenter Vdara Condo Hotel Holdings, LLC
- 3.18 Operating Agreement of Citycenter Vdara Condo Hotel Holdings, LLC
- 3.19 Articles of Organization of Citycenter Vdara Development, LLC
- 3.20 Amended and Restated Operating Agreement of Citycenter Vdara Development, LLC
- 3.21 Articles of Organization of Citycenter Veer Towers Develpment, LLC
- 3.22 Amended and Restated Operating Agreement of Citycenter Veer Towers Development
- 3.23 Articles of Organization of the Crystals at Citycenter, LLC
- 3.24 Amended and Restated Operating Agreement of the Crystals at Citycenter, LLC
- 3.25 Articles of Organization of Vdara Land, LLC
- 3.26 Amended and Restated Operating Agreement of Vdara Land, LLC
- 4.1 Indenture
- 4.2 Indenture
- 4.3 Registration Right Agreement
- 4.4 Registration Right Agreement
- 5.1 Opinion of Gibson, Dunn & Crutcher LLP
- 5.2 Opinion of Lionel, Sawyer & Collins
- 10.1 Amended and Restated Credit Agreement
- 10.2 Amended and Restated Guaranty
- 10.3 Amended and Restated Guaranty
- 10.4 Amended and Restated Security Agreement
- 10.5 Amended and Restated Security Agreement
- 10.6 Amended and Restated Security Agreement
- 10.7 First Lien Security Agreement
- 10.8 Second Lien Security Agreement
- 10.9 Second Amended and Restated Sponsor Completion Guarantee
- 10.10 Second Amended and Restated Sponsor Subordinated Note In Favor of Infinity
- 10.11 Second Amended and Restated Sponsor Subordinated Note In Favor of Project CC
- 10.12 Hotel and Casino Operations and Hotel Assets Management Agreement
- 10.13 Operations Management Agreement Between Vdara Condo Hotel, LLC and Citycenter
- 10.14 Retail Management Agreement
- 12.1 Statement of Computation of Ratio of Earnings to Fixed Charges
- 23.3 Consent of Deloitte & Touche LLP
- 25.1 Statement of Eligibility of Trustee, U.S. Bank National Association, on Form T-1
- 99.1 Letter of Transmittal
- 99.2 W-9 and Guidelines
- 99.3 Form of Notice of Guaranteed Delivery
- 99.4 Form of Letter to Brokers, Dealers
- 99.5 Letter to Clients
- 29 Nov 12 Registration of securities issued in business combination transactions (amended)
- 25 Sep 12 Registration of securities issued in business combination transactions
- 18 Nov 11 Registration of securities issued in business combination transactions (amended)
- 29 Sep 11 Registration of securities issued in business combination transactions
Exhibit 3.3
CERTIFICATE OF INCORPORATION
OF
CITYCENTER FINANCE CORP.
FIRST. The name of the corporation is CityCenter Finance Corp. (the “Corporation”).
SECOND. The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington 19808, County of New Castle. The name of its registered agent at such address is Corporation Service Company.
THIRD. The purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).
FOURTH. The aggregate number of shares of stock which the Corporation shall have authority to issue is 1,000. All such shares are to be Common Stock, par value of $.01 per share (the “Common Stock”), and are to be of one class.
FIFTH. The name and mailing address of the incorporator are as follows:
Jonathan Whalen
Gibson, Dunn & Crutcher LLP
2100 McKinney Avenue
Dallas, TX 75201
SIXTH. Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.
SEVENTH. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind the bylaws of the Corporation.
EIGHTH. The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by statute; and all rights, preferences and privileges of whatsoever nature conferred on stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article.
[The remainder of this page has been intentionally left blank.]
THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, does make and file this Certificate of Incorporation.
Dated: January 6, 2011 | By: | /s/ Jonathan Whalen | ||||
Jonathan Whalen | ||||||
Incorporator |