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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 3.1
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I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “CITYCENTER HOLDINGS, LLC”, FIELD IN THIS OFFICE ON THE SECOND DAY OF NOVEMBER, A.D. 2007, AT 5:40 O’CLOCK P.M.
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Harriet Smith Windsor, Secretary of State | ||||||||||
4451596 8100 | AUTHENTICATION : | 6130998 | ||||||||
071186671 | DATE : | 11-05-07 |
STATE OF DELAWARE
CERTIFICATE OF FORMATION
OF
CITYCENTER HOLDINGS, LLC
This Certificate of Formation of CityCenter Holdings, LLC, dated as of October 31, 2007, is being duly executed and flied by Mirage Resorts, Incorporated, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. section 18-101, et seq.).
1. The name of the limited liability company is CityCenter Holdings, LLC.
2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
IN WITNESS WHEREOF, the undersigned, as an authorized person of the limited liability company, has executed this Certificate of Formation this 31st day of October, 2007.
MIRAGE RESORTS, INCORPROATED, a Nevada corporation | ||
/s/ Bryan L. Wright | ||
By: | Bryan L. Wright | |
Title: | Assistant Secretary |