Schedule 13D Amendment No.3

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lm7fBd2xuJP3yK3NYjEvVSftP4UzExcByQl7MS68SUPFrAVCNsgSMQhvbHF+ato4 ZDweAaloOuMzUh5+cARMuQ== 0001193125-08-094827.txt : 20080429 0001193125-08-094827.hdr.sgml : 20080429 20080429145842 ACCESSION NUMBER: 0001193125-08-094827 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20080429 DATE AS OF CHANGE: 20080429 GROUP MEMBERS: INFINITY WORLD (CAYMAN) HOLDING GROUP MEMBERS: INFINITY WORLD (CAYMAN) L.P. GROUP MEMBERS: INFINITY WORLD CAYMAN INVESTMENTS CORPORATION GROUP MEMBERS: INFINITY WORLD HOLDING LTD. GROUP MEMBERS: INFINITY WORLD INVESTMENTS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MGM MIRAGE CENTRAL INDEX KEY: 0000789570 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 880215232 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40054 FILM NUMBER: 08784901 BUSINESS ADDRESS: STREET 1: 3600 LAS VEGAS BLVD S CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7028913333 MAIL ADDRESS: STREET 1: PO BOX 98655 CITY: LAS VEGAS STATE: NV ZIP: 89193-8655 FORMER COMPANY: FORMER CONFORMED NAME: MGM GRAND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GRAND NAME CO DATE OF NAME CHANGE: 19870713 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Dubai World CENTRAL INDEX KEY: 0001410401 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: EMIRATE TOWERS, LEVEL 47 STREET 2: SHEIKH ZAYED ROAD CITY: DUBAI STATE: C0 ZIP: 00000 BUSINESS PHONE: 971 4 3903800 MAIL ADDRESS: STREET 1: EMIRATE TOWERS, LEVEL 47 STREET 2: SHEIKH ZAYED ROAD CITY: DUBAI STATE: C0 ZIP: 00000 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO.3 Schedule 13D Amendment No.3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under Rule 13d-1 of the Securities Exchange Act of 1934

(Amendment No. 3)

MGM MIRAGE

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

552953101

(CUSIP Number)

Abdul Wahid A. Rahim Al Ulama

Dubai World

Emirates Towers, Level 47

Sheikh Zayed Road

Dubai, United Arab Emirates

Telephone: +971 4 3903800

Copy to:

Martin L. Edelman, Esq.

Paul, Hastings, Janofsky & Walker LLP

Park Avenue Tower

75 E. 55th Street

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 24, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 552953101


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Infinity World Investments LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION Nevada


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 14,548,738 shares
		8 SHARED VOTING POWER -0- shares
		9 SOLE DISPOSITIVE POWER 14,548,738 shares
		10 SHARED DISPOSITIVE POWER -0- shares


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,548,738 shares
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%¹
14		TYPE OF REPORTING PERSON CO

¹	This calculation is based upon the total number of 278,751,499 outstanding Shares (as defined in Item 3 below), as of April 18, 2008, as provided to Cayman LP (as defined below) by MGM MIRAGE.

CUSIP No. 552953101


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Infinity World Cayman Investments Corporation
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 14,548,738 shares
		8 SHARED VOTING POWER -0- shares
		9 SOLE DISPOSITIVE POWER 14,548,738 shares
		10 SHARED DISPOSITIVE POWER -0- shares


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,548,738 shares
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%²
14		TYPE OF REPORTING PERSON CO

²	This calculation is based upon the total number of 278,751,499 outstanding Shares (as defined in Item 3 below), as of April 18, 2008, as provided to Cayman LP (as defined below) by MGM MIRAGE.

CUSIP No. 552953101


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Infinity World (Cayman) L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 26,048,738 shares
		8 SHARED VOTING POWER -0- shares
		9 SOLE DISPOSITIVE POWER 26,048,738 shares
		10 SHARED DISPOSITIVE POWER -0- shares


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,048,738 shares
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%³
14		TYPE OF REPORTING PERSON PN

³	This calculation is based upon the total number of 278,751,499 outstanding Shares (as defined in Item 3 below), as of April 18, 2008, as provided to Cayman LP (as defined below) by MGM MIRAGE.

CUSIP No. 552953101


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Infinity World (Cayman) Holding
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 26,048,738 shares
		8 SHARED VOTING POWER -0- shares
		9 SOLE DISPOSITIVE POWER 26,048,738 shares
		10 SHARED DISPOSITIVE POWER -0- shares


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,048,738 shares
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%⁴
14		TYPE OF REPORTING PERSON CO

⁴	This calculation is based upon the total number of 278,751,499 outstanding Shares (as defined in Item 3 below), as of April 18, 2008, as provided to Cayman LP (as defined below) by MGM MIRAGE.

CUSIP No. 552953101


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Infinity World Holding Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION United Arab Emirates


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 26,048,738 shares
		8 SHARED VOTING POWER -0- shares
		9 SOLE DISPOSITIVE POWER 26,048,738 shares
		10 SHARED DISPOSITIVE POWER -0- shares


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,048,738 shares
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%⁵
14		TYPE OF REPORTING PERSON CO

⁵	This calculation is based upon the total number of 278,751,499 outstanding Shares (as defined in Item 3 below), as of April 18, 2008, as provided to Cayman LP (as defined below) by MGM MIRAGE.

CUSIP No. 552953101


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dubai World
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION Dubai, United Arab Emirates


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 26,048,738 shares
		8 SHARED VOTING POWER -0- shares
		9 SOLE DISPOSITIVE POWER 26,048,738 shares
		10 SHARED DISPOSITIVE POWER -0- shares


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,048,738 shares
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%⁶
14		TYPE OF REPORTING PERSON OO

⁶	This calculation is based upon the total number of 278,751,499 outstanding Shares (as defined in Item 3 below), as of April 18, 2008, as provided to Cayman LP (as defined below) by MGM MIRAGE.

This Schedule 13D/A constitutes Amendment No. 3 to that certain Schedule 13D filed on December 28, 2007, as previously amended by that certain Amendment No. 1 filed on January 16, 2008 and Amendment No. 2 filed on February 27, 2008, by Infinity World Investments LLC, a Nevada limited liability company (“Infinity World”), Infinity World Cayman Investments Corporation, a Cayman Islands exempted company (“Cayman Investments”), Infinity World (Cayman) L.P., a Cayman Islands exempted limited partnership (“Cayman LP”), Infinity World (Cayman) Holding, a Cayman Islands exempted company (“Cayman Holding”), Infinity World Holding Ltd., a United Arab Emirates offshore corporation (“Infinity Holding”), and Dubai World, a Dubai, United Arab Emirates government decree entity (“Dubai World” and collectively with Infinity World, Cayman Investments, Cayman LP, Cayman Holding and Infinity Holding, “Infinity World Group” ) (collectively, with all subsequent amendments, the “Schedule 13D”). Except as specifically set forth herein, the Schedule 13D remains unmodified.

Item 2.

Identity and Background

The tenth subparagraph of Paragraph 5 of Item 2 is hereby deleted and replaced with the following:

Adel Al Shirawi is a member of the Board of Directors of Dubai World. Mr. Shirawi is also the Vice Chairman of Istithmar, a private equity and alternative investment company based in Dubai, whose address is Emirates Towers, Level 4, Sheikh Zayed Road, P.O. Box 17000, Dubai, United Arab Emirates. Mr. Shirawi was recently appointed the Vice Chairman of Leisurecorp, a sports and leisure group focused on developing premium lifestyle destinations. Mr. Shirawi is a resident of the United Arab Emirates and an United Arab Emirates citizen.

Item 2 is also hereby amended to add the following as the last subparagraph:

As of March 9, 2008, Khaled Al Kamda is no longer a member of the Board of Directors of Dubai World.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 is hereby amended to add the following paragraph as the last paragraph:

Cayman LP refinanced the purchase of 6,500,000 shares of common stock of MGM MIRAGE, a Delaware corporation (“MGM MIRAGE”), par value $.01 per share (the “Shares”), acquired pursuant to a joint tender offer with MGM MIRAGE at a price of $80.00 per share, which expired on February 14, 2008 and was consummated on February 26, 2008 (the “Joint Tender Offer”), through funds provided by share forward transactions and share swap transactions, as set forth in the amended and restated confirmation agreements dated April 21, 2008 (the “Amended Confirmations”), that Infinity World and Cayman LP, jointly and severally, entered into with Credit Suisse International, Deutsche Bank AG, London Branch and The Royal Bank of Scotland plc. The Amended Confirmations provide Infinity World and Cayman LP with committed financing for a one-year term, maturing in December 2008, of up to $1.2 billion to finance the acquisition of Shares in open market or block purchases during the period described in the Schedule 13D. As of the date hereof, Infinity World and Cayman LP have obtained financing under the Amended Confirmations in the aggregate amount of $878.4 million (net of fees and expenses). The interest rate of the share forward and share swap transactions is based on 3-month LIBOR plus 2.25%. This summary of the Amended Confirmations is not intended to be complete and is qualified in its entirety by reference to the Amended Confirmations incorporated herein by reference as Exhibit 36, Exhibit 37, and Exhibit 38.

Item 4.

Purpose of the Transaction

Item 4 is hereby amended to add the following as the last paragraph:

As of April 28, 2008, Infinity World Group owned an aggregate of 26,048,738 Shares, which represent approximately 9.3% of the currently issued and outstanding Shares. This calculation is based upon the total number of 278,751,499 outstanding Shares, as of April 18, 2008, as provided to Cayman LP by MGM MIRAGE.

Item 5.

Interest in Securities of the Issuer

Item 5 (a) and (b) are hereby amended and restated in their entirety as set forth below:

(a) and (b) As of April 28, 2008, Infinity World and Cayman Investments had sole power to vote (or direct the voting of) and sole power to dispose (or to direct the disposition) of 14,548,738 Shares. Such 14,548,738 Shares comprise approximately 5.2% of the currently issued and outstanding Shares.

As of April 28, 2008, Cayman LP, Cayman Holding, Infinity Holding and Dubai World had sole power to vote (or direct the voting of) and sole power to dispose (or to direct the disposition) of 26,048,738 Shares. Such 26,048,738 Shares comprise approximately 9.3% of the currently issued and outstanding Shares.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The fourth, fifth and sixth paragraphs of Item 6 are hereby amended and restated in their entirety as set forth below:

On December 13, 2007, in connection with entering into three separate confirmation agreements with Credit Suisse International, Deutsche Bank AG, London Branch and The Royal Bank of Scotland plc, each dated as of December 13, 2007, attached as Exhibits 1, 2 and 3 and filed with the original Schedule 13D on December 28, 2007 and incorporated herein by reference (the “Original Confirmations”), Infinity World entered into a Pledge Agreement (the “Original Pledge Agreement”) with Credit Suisse International, Deutsche Bank AG, London Branch and The Royal Bank of Scotland plc, as Initial Banks, and Deutsche Bank Trust Company Americas, as Collateral Agent, whereby, among other things, Infinity World agreed to grant a security interest to the Collateral Agent, for the benefit of the Secured Parties referenced therein, in the Shares acquired or otherwise held by Infinity World to secure the obligations of Infinity World under the Original Confirmations. A copy of the Original Pledge Agreement, which was attached as Exhibit 10 and filed with the original Schedule 13D on December 28, 2007, is incorporated herein by reference. On April 21, 2008, Credit Suisse International, Deutsche Bank AG, London Branch, The Royal Bank of Scotland plc, Deutsche Bank Trust Company Americas, Infinity World and Cayman LP entered into an Amended and Restated Pledge Agreement (the “Amended Pledge Agreement”) in connection with entering into the Amended Confirmations, whereby, among other things, Cayman LP was added as an additional pledgor under the Original Pledge Agreement. Pursuant to the Amended Pledge Agreement, Infinity World and Cayman LP have granted a security interest to the Collateral Agent, for the benefit of the Secured Parties referenced therein, in the Shares acquired or otherwise held by Infinity World and Cayman LP to secure the obligations of Infinity World and Cayman LP under the Amended Confirmations. The Amended Pledge Agreement is incorporated by reference herein as Exhibit 39 hereto. As of the date hereof, Infinity World and Cayman LP have collectively pledged 26,048,738 shares under the Amended Pledge Agreement.

Also on December 13, 2007, Dubai World and Infinity World entered into a Liquidity Agreement (the “Original Liquidity Agreement”) with Credit Suisse International, Deutsche Bank AG, London Branch and The Royal Bank of Scotland plc, as Initial Banks, and Deutsche Bank Trust Company Americas, as Collateral Agent, whereby, among other things, Dubai World agreed to act as a liquidity provider and to purchase pledged Shares in the event Infinity World defaulted on the Original Confirmations or the Original Pledge Agreement. A copy of the Original Liquidity Agreement, which was attached as Exhibit 11 and filed with the original Schedule 13D on December 28, 2007, is incorporated herein by reference. On April 21, 2008, Credit Suisse International, Deutsche Bank AG, London Branch, The Royal Bank of Scotland plc, Deutsche Bank Trust Company Americas, Infinity World, Dubai World and Cayman LP entered into an Amended and Restated Liquidity Agreement (the “Amended Liquidity Agreement”) in connection with entering into the Amended Confirmations and the Amended Pledge Agreement. Pursuant to the Amended Liquidity Agreement, Dubai World has agreed, among other things, to act as a liquidity provider and to purchase pledged Shares in the event Infinity World or Cayman LP defaults on the Amended Confirmations or the Amended Pledge Agreement. The Amended Liquidity Agreement is incorporated by reference herein as Exhibit 40 hereto.

In addition, on December 13, 2007, in connection with entering into the Original Liquidity Agreement, Dubai World entered into a Letter Agreement regarding the upfront structuring fee for the Original Confirmations (the “Fee Letter”) with Credit Suisse International, Deutsche Bank AG, London Branch, Deutsche Bank Securities Inc., as agent, and The Royal Bank of Scotland plc, whereby, among other things, Dubai World agreed to pay an upfront structuring fee in accordance with the terms of the Fee Letter. A copy of the Fee Letter, which was attached as Exhibit 12 and filed with the original Schedule 13D on December 28, 2007, is incorporated herein by reference. On April 21, 2008, Credit Suisse International, Deutsche Bank AG, London Branch, Deutsche Bank Securities Inc., as agent, The Royal Bank of Scotland plc and Dubai World entered into an Amendment to the Letter Agreement (the “Fee Letter Amendment”) in connection with entering into the Amended Confirmations to align the payment date of the unpaid balance of the upfront structuring fee to the advance date under the Amended Confirmations. The Fee Letter Amendment is incorporated by reference herein as Exhibit 41 hereto.

Item 6 is also hereby amended to add the following paragraph as the last paragraph:

Infinity World and Cayman LP entered into the Amended Confirmations described in Item 3 above with Credit Suisse International, Deutsche Bank AG, London Branch and The Royal Bank of Scotland plc to amend and restate the Original Confirmations, whereby, among other things, Cayman LP was added as an additional party to each Original Confirmation.

Item 7.

Material to be Filed as Exhibits

Item 7 is hereby amended to add the following exhibits:


Exhibit No.		Description of Exhibits

36		Amended and Restated Confirmation dated as of April 21, 2008 by and among Credit Suisse International, Infinity World (Cayman) L.P. and Infinity World Investments LLC **

37		Amended and Restated Confirmation dated as of April 21, 2008 by and among Deutsche Bank AG, London Branch, Infinity World (Cayman) L.P. and Infinity World Investments LLC **

38		Amended and Restated Confirmation dated as of April 21, 2008 by and among The Royal Bank of Scotland plc, Infinity World (Cayman) L.P. and Infinity World Investments LLC **

39		Amended and Restated Pledge Agreement dated as of April 21, 2008 by and among Infinity World Investments LLC, Infinity World (Cayman) L.P., Credit Suisse International, Deutsche Bank AG, London Branch and The Royal Bank of Scotland plc, as Initial Banks, and Deutsche Bank Trust Company Americas, as Collateral Agent.**

40		Amended and Restated Liquidity Agreement dated as of April 21, 2008 by and among Dubai World, Infinity World Investments LLC, Infinity World (Cayman) L.P., Credit Suisse International, Deutsche Bank AG, London Branch and The Royal Bank of Scotland plc, as Initial Banks, and Deutsche Bank Trust Company Americas, as Collateral Agent.**

41		Amendment to the Letter Agreement dated as of April 21, 2008 by and among Dubai World, Credit Suisse International, Deutsche Bank AG, London Branch, Deutsche Bank Securities Inc., as agent, and The Royal Bank of Scotland plc.**

**	Portions have been omitted pursuant to a request for confidential treatment.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 24, 2008


DUBAI WORLD, a Dubai, United Arab Emirates government decree entity				INFINITY WORLD (CAYMAN) L.P., a Cayman Islands exempted limited partnership By: Infinity World (Cayman) Holding Its: General Partner

/s/ Abdul Wahid A. Rahim Al Ulama				/s/ Abdul Wahid A. Rahim Al Ulama
Name: Abdul Wahid A. Rahim Al Ulama				Name: Abdul Wahid A. Rahim Al Ulama
Title: Group Chief Legal Officer				Title: Secretary

INFINITY WORLD HOLDING LTD., a Dubai, United Arab Emirates offshore corporation				INFINITY WORLD (CAYMAN) HOLDING, a Cayman Islands exempted company

/s/ Abdul Wahid A. Rahim Al Ulama				/s/ Abdul Wahid A. Rahim Al Ulama
Name: Abdul Wahid A. Rahim Al Ulama				Name: Abdul Wahid A. Rahim Al Ulama
Title: Secretary				Title: Secretary

INFINITY WORLD CAYMAN INVESTMENTS CORPORATION, a Cayman Islands exempted company				INFINITY WORLD INVESTMENTS LLC, a Nevada limited liability company

/s/ Abdul Wahid A. Rahim Al Ulama				/s/ Abdul Wahid A. Rahim Al Ulama
Name: Abdul Wahid A. Rahim Al Ulama				Name: Abdul Wahid A. Rahim Al Ulama
Title: Secretary				Title: Secretary

INDEX TO EXHIBITS


No.		Description

1**†		Confirmation dated as of December 13, 2007 by and between Credit Suisse International and Infinity World Investments LLC, filed as Exhibit 1 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding and Infinity World Holding Ltd. with the Securities and Exchange Commission on December 28, 2007 and incorporated herein by reference.

2**†		Confirmation dated as of December 13, 2007 by and between Deutsche Bank AG, London Branch and Infinity World Investments LLC, filed as Exhibit 2 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding and Infinity World Holding Ltd. with the Securities and Exchange Commission on December 28, 2007 and incorporated herein by reference.

3**†		Confirmation dated as of December 13, 2007 by and between The Royal Bank of Scotland plc and Infinity World Investments LLC, filed as Exhibit 3 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding and Infinity World Holding Ltd. with the Securities and Exchange Commission on December 28, 2007 and incorporated herein by reference.

4†		Limited Liability Company Agreement dated as of August 21, 2007 by and between Mirage Resorts, Incorporated and Dubai World, filed as Exhibit (d)(3) to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on August 24, 2007 and incorporated herein by reference.

5†		Amendment No. 1 to Limited Liability Company Agreement dated as of November 15, 2007 by and between Project CC, LLC and Infinity World Development Corp, filed as Exhibit (d)(3) to the Form 8-K filed by MGM MIRAGE with the Securities and Exchange Commission on November 21, 2007 and incorporated herein by reference.

6†		Assignment and Assumption Agreement dated as of November 15, 2007, by and between Dubai World, as assignor, and Infinity World Development Corp, as assignee, filed as Exhibit 6 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding and Infinity World Holding Ltd. with the Securities and Exchange Commission on December 28, 2007 and incorporated herein by reference.

7†		Company Stock Purchase and Support Agreement dated as of August, 21, 2007 by and between MGM MIRAGE and Infinity World Investments LLC, filed as Exhibit (d)(1) to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on August 24, 2007 and incorporated herein by reference.

8†		Stock Purchase Agreement dated as of December 18, 2007, by and between The Lincy Foundation and Infinity World (Cayman) L.P., filed as Exhibit 8 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding and Infinity World Holding Ltd. with the Securities and Exchange Commission on December 28, 2007 and incorporated herein by reference.

9†		Stockholder Support Agreement dated as of August 21, 2007, by and between Tracinda Corporation and Infinity World Investments LLC, filed as Exhibit (d)(2) to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on August 24, 2007 and incorporated herein by reference.

10**†		Pledge Agreement dated as of December 13, 2007 by and among Infinity World Investments LLC, Credit Suisse International, Deutsche Bank AG, London Branch and The Royal Bank of Scotland plc, as Initial Banks, and Deutsche Bank Trust Company Americas, as Collateral Agent, filed as Exhibit 10 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding and Infinity World Holding Ltd. with the Securities and Exchange Commission on December 28, 2007 and incorporated herein by reference.

11**†		Liquidity Agreement dated as of December 13, 2007 by and among Dubai World, Infinity World Investments LLC, Credit Suisse International, Deutsche Bank AG, London Branch and The Royal Bank of Scotland plc, as Initial Banks, and Deutsche Bank Trust Company Americas, as Collateral Agent, filed as Exhibit 11 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding and Infinity World Holding Ltd. with the Securities and Exchange Commission on December 28, 2007 and incorporated herein by reference.



12**†		Letter Agreement dated as of December 13, 2007 by and among Dubai World, Credit Suisse International, Deutsche Bank AG, London Branch, Deutsche Bank Securities Inc., as agent, and The Royal Bank of Scotland plc, filed as Exhibit 12 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding and Infinity World Holding Ltd. with the Securities and Exchange Commission on December 28, 2007 and incorporated herein by reference.

13†		Joint Filing Agreement dated as of December 28, 2007 by and among Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding and Infinity World Holding Ltd., filed as Exhibit 13 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding and Infinity World Holding Ltd. with the Securities and Exchange Commission on December 28, 2007 and incorporated herein by reference.

14†		Press Release, dated January 9, 2008, filed with the Schedule TO-C jointly filed by MGM MIRAGE, Dubai World and Infinity World (Cayman) L.P. with the Securities and Exchange Commission on January 16, 2008 and incorporated herein by reference.

15†		Press Release, dated January 16, 2008, filed with the Schedule TO-C jointly filed by MGM MIRAGE, Dubai World and Infinity World (Cayman) L.P. with the Securities and Exchange Commission on January 16, 2008 and incorporated herein by reference.

16†		Amendment No. 2 to Limited Liability Company Agreement dated as of December 31, 2007 by and between Project CC, LLC and Infinity World Development Corp, filed as Exhibit 10.1 to the Form 8-K filed by MGM MIRAGE with the Securities and Exchange Commission on December 31, 2007 and incorporated herein by reference.

17†		Amended and Restated Joint Filing Agreement dated as of February 26, 2008 by and among Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd, Infinity World Investments LLC and Infinity World Cayman Investments Corporation, filed as Exhibit 17 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Cayman Investments Corporation and Infinity World Investments LLC with the Securities and Exchange Commission on February 27, 2008 and incorporated herein by reference.

18†		Offer to Purchase, dated August 27, 2007, filed as Exhibit (a)(1)(A) to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on August 24, 2007 and incorporated herein by reference.

19†		Letter of Transmittal, filed as Exhibit (a)(1)(B) to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on August 24, 2007 and incorporated herein by reference.

20†		Notice of Guaranteed Delivery, filed as Exhibit (a)(1)(C) to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on August 24, 2007 and incorporated herein by reference.

21†		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, filed as Exhibit (a)(1)(D) to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on August 24, 2007 and incorporated herein by reference.

22†		Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, filed as Exhibit (a)(1)(E) to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on August 24, 2007 and incorporated herein by reference.

23†		Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, filed as Exhibit (a)(1)(F) to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on August 24, 2007 and incorporated herein by reference.

24†		Summary Advertisement, filed as Exhibit (a)(1)(H) to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on August 24, 2007 and incorporated herein by reference.

25†		Supplement to Offer to Purchase, filed as Exhibit (a)(1)(I) to Amendment No. 1 to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on August 27, 2007 and incorporated herein by reference.

26†		Summary Advertisement, filed as Exhibit (a)(1)(K) to Amendment No. 1 to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on August 27, 2007 and incorporated herein by reference.



27†		Supplement No. 2 to Offer to Purchase, filed as Exhibit (a)(1)(M) to Amendment No. 3 to the Schedule TO-T jointly filed by Dubai World, Infinity World (Cayman) L.P. and Infinity World Investments LLC with the Securities and Exchange Commission on October 1, 2007 and incorporated herein by reference.

28†		Offer to Purchase, dated January 17, 2008, filed as Exhibit (a)(1)(A) to the Schedule TO-I jointly filed by MGM MIRAGE, Dubai World and Infinity World (Cayman) L.P. with the Securities and Exchange Commission on January 17, 2008 and incorporated herein by reference.

29†		Letter of Transmittal to Tender Shares of Common Stock, filed as Exhibit (a)(1)(B) to the Schedule TO-I jointly filed by MGM MIRAGE, Dubai World and Infinity World (Cayman) L.P. with the Securities and Exchange Commission on January 17, 2008 and incorporated herein by reference.

30†		Notice of Guaranteed Delivery, filed as Exhibit (a)(1)(C) to the Schedule TO-I jointly filed by MGM MIRAGE, Dubai World and Infinity World (Cayman) L.P. with the Securities and Exchange Commission on January 17, 2008 and incorporated herein by reference.

31†		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, filed as Exhibit (a)(1)(D) to the Schedule TO-I jointly filed by MGM MIRAGE, Dubai World and Infinity World (Cayman) L.P. with the Securities and Exchange Commission on January 17, 2008 and incorporated herein by reference.

32†		Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, filed as Exhibit (a)(1)(E) to the Schedule TO-I jointly filed by MGM MIRAGE, Dubai World and Infinity World (Cayman) L.P. with the Securities and Exchange Commission on January 17, 2008 and incorporated herein by reference.

33†		Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, filed as Exhibit (a)(1)(F) to the Schedule TO-I jointly filed by MGM MIRAGE, Dubai World and Infinity World (Cayman) L.P. with the Securities and Exchange Commission on January 17, 2008 and incorporated herein by reference.

34†		Summary Advertisement, filed as Exhibit (a)(1)(I) to the Schedule TO-I jointly filed by MGM MIRAGE, Dubai World and Infinity World (Cayman) L.P. with the Securities and Exchange Commission on January 17, 2008 and incorporated herein by reference.

35†		Joint Tender Offer Agreement, dated January 17, 2008, between MGM MIRAGE and Infinity World (Cayman) L.P., filed as Exhibit (d)(7) to the Schedule TO-I jointly filed by MGM MIRAGE, Dubai World and Infinity World (Cayman) L.P. with the Securities and Exchange Commission on January 17, 2008 and incorporated herein by reference.

36***		Amended and Restated Confirmation dated as of April 21, 2008 by and among Credit Suisse International, Infinity World (Cayman) L.P. and Infinity World Investments LLC

37***		Amended and Restated Confirmation dated as of April 21, 2008 by and among Deutsche Bank AG, London Branch, Infinity World (Cayman) L.P. and Infinity World Investments LLC

38***		Amended and Restated Confirmation dated as of April 21, 2008 by and among The Royal Bank of Scotland plc, Infinity World (Cayman) L.P. and Infinity World Investments LLC

39***		Amended and Restated Pledge Agreement dated as of April 21, 2008 by and among Infinity World Investments LLC, Infinity World (Cayman) L.P., Credit Suisse International, Deutsche Bank AG, London Branch and The Royal Bank of Scotland plc, as Initial Banks, and Deutsche Bank Trust Company Americas, as Collateral Agent.

40***		Amended and Restated Liquidity Agreement dated as of April 21, 2008 by and among Dubai World, Infinity World Investments LLC, Infinity World (Cayman) L.P., Credit Suisse International, Deutsche Bank AG, London Branch and The Royal Bank of Scotland plc, as Initial Banks, and Deutsche Bank Trust Company Americas, as Collateral Agent.

41***		Amendment to the Letter Agreement dated as of April 21, 2008 by and among Dubai World, Credit Suisse International, Deutsche Bank AG, London Branch, Deutsche Bank Securities Inc., as agent, and The Royal Bank of Scotland plc.

*	Filed herewith.

**	Portions have been omitted pursuant to a request for confidential treatment.

†	Previously filed.

EX-99.36 2 dex9936.htm AMENDED AND RESTATED CONFIRMATION Amended and Restated Confirmation

Exhibit 36

CONFIDENTIAL TREATMENT REQUESTED

UNDER RULE 24b-2 under the

SECURITIES EXCHANGE ACT OF 1934;

17 C.F.R. § 240.24b-2;

5 U.S.C. § 552(b)(4);

17 C.F.R. §§ 200.80(b)(4) and 200.83

[***] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A

CONFIDENTIAL TREATMENT REQUEST THAT IS

FILED SEPARATELY WITH THE COMMISSION

STRICTLY PRIVATE & CONFIDENTIAL

AMENDED AND RESTATED CONFIRMATION


				Credit Suisse International
				One Cabot Square
				London E14 4QJ
				United Kingdom

Date: April 21, 2008

Infinity World Investments LLC

c/o Dubai World

Emirates Towers, Level 47

Sheikh Zayed Road

Dubai, United Arab Emirates

Infinity World (Cayman) L.P.

c/o Dubai World

Emirates Towers, Level 47

Sheikh Zayed Road

Dubai, United Arab Emirates

Re:	Forward/Swap Transaction

Dear Sirs:

The purpose of this Amended and Restated Confirmation (this “Confirmation”) is to set forth the terms and conditions of the transaction entered into on the date hereof among Credit Suisse International (“Party A” or “CS”), Infinity World Investments LLC, a Nevada limited liability company (“Party B-1”) and Infinity World (Cayman) L.P., a Cayman Islands exempted limited partnership (“Party B-2” and together with Party B-1, “Party B” or the “Counterparties” and each, a “Counterparty”) (the “Transaction”). In this Confirmation, “Agent” means Credit Suisse Securities (USA) LLC, solely in its capacity as agent for CS and the Counterparties. This Confirmation constitutes a “Confirmation” as referred to in the ISDA Form specified below and shall supersede all or any prior written or oral agreement in relation to this Transaction. This Confirmation is an amendment and restatement of that certain confirmation (the “Original Confirmation”) entered into between Party A and Party B-1 on the Trade Date specified below.

In addition, this Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) (the “ISDA Form”) published by the International Swaps and Derivatives Association, Inc. (“ISDA”) as if we had executed an agreement in such form, but with the amendments set out under “Supplemental Provisions” in this Confirmation (such agreement as amended, the “Agreement”), on the Trade Date of the Transaction. In the event of any inconsistency between the provisions of the Agreement and this Confirmation, this Confirmation will prevail.

The definitions and provisions contained in the 2002 Equity Derivatives Definitions (the “Equity Definitions”) and the 2006 ISDA Definitions (the “2006 Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions or the 2006 Definitions and this Confirmation, this Confirmation will govern. In the event of any inconsistency between the Equity Definitions and the 2006 Definitions, the Equity Definitions will prevail for all purposes.

Concurrently with the entry into the Transaction, the Counterparties have entered into substantially similar transactions (collectively, the “Other Transactions”) with each of Deutsche Bank AG, London Branch and The Royal Bank of Scotland plc (collectively, the “Other Dealers”) on substantially similar documentation as this Confirmation.

The Transaction will constitute a single, inseparable transaction consisting of two components, a Share Forward Transaction (the “Forward Transaction”) and a Share Swap Transaction (the “Swap Transaction”), each relating to the Shares. The Transaction shall have the following terms and conditions.

Terms of Transaction Applicable to each Component:


Reference Number:

Trade Date:		December 13, 2007

Shares:		The common stock, par value $0.01 per share, of MGM Mirage (the “Issuer”)

Exchange:		The New York Stock Exchange, Inc.

Related Exchange:		Not Applicable

Calculation Agent:		Party A, which shall act jointly with the Other Dealers. Any Calculation Agent determination hereunder shall be the same as the determination made by Party A and the Other Dealers in their capacities as joint calculation agents under the Other Transactions.


Business Days:		New York

Business Day Convention:		Modified Following (which shall apply to any date referred to in this Confirmation that falls on a day that is not a Business Day).

Valuation Time:		Scheduled Closing Time

Valuation Date:		The Business Day immediately prior to the Cash Settlement Payment Date. Notwithstanding Section 6.2 of the Equity Definitions, Section 6.6 of the Equity Definitions shall not apply to this Transaction.

Dividend:		No dividend related payments or adjustments shall be made under the Transaction.

Optional Early Termination:		Notwithstanding any other termination provision contained in this Confirmation or the Agreement, and so long as no Termination Event or Event of Default (as such terms are defined in the Agreement) shall have occurred and then be continuing with respect to which either Counterparty is the Defaulting Party or Sole Affected Party, Party B may terminate this Transaction (i) in whole on any Business Day (the “Optional Termination Date”) or (ii) in part (provided that any partial termination at any time shall be in respect of an amount not less than US$ 25,000,000 and may be treated as a Reduction Amount or a reduction of the undrawn Facility Amount at such time in the discretion of Party B and as specified in the Optional Termination Notice (as defined below)) on any Business Day (the “Partial Early Termination Date”) upon (x) prior written notice to Party A (an “Optional Termination Notice”) no later than 10:00 AM, New York City time, on the day that is four Business Days prior to the Optional Termination Date or Partial Early Termination Date (as applicable), (y) in the case of termination in whole, payment in immediately available funds


		of an amount equal to the amount due under Section 6(e) of the Agreement as if the Optional Termination Date were an Early Termination Date, the Transaction were the sole Affected Transaction and the Counterparties were the sole Affected Parties and, if the Optional Termination Date occurs on or prior to the Termination Fee Date, payment in immediately available funds of the Early Termination Fee and (z) in the case of termination in part only, payment in immediately available funds of an amount equal to the amount due under Part 1(g) of the Termination Provisions in this Confirmation and, if the Partial Early Termination Date occurs on or prior to the Termination Fee Date, payment in immediately available funds of the Partial Early Termination Fee.

Facility Amount:		At any time, US$ 400,000,000 minus the amount of any partial termination of the Facility Amount pursuant to any Optional Early Termination, the Partial Early Termination Date with respect to which has occurred prior to such time.

Reduction Amount:		For each Partial Early Termination Date, the principal amount paid by Party B to Party A to effect a partial Optional Early Termination as specified in the Optional Termination Notice. For the avoidance of doubt, the Reduction Amount shall not include any Broken Period Costs payable in accordance with Part 1(g)(ii) of the Termination Provisions in this Confirmation.

Early Termination Fee:		An amount equal to the present value (discounted from the Termination Fee Date at the applicable USD swap rate as determined by the Calculation Agent) of an amount equal to the product of (i) the Spread used to calculate the Floating Amount in respect of the Swap Transaction, (ii) the Aggregate Prepayment Amount as of the Optional Termination Date and (iii) a fraction, the numerator of which equals the number of days during the period from, and including, the Optional Termination Date to, but excluding, the Termination Fee Date and the denominator of which equals 360.


		For the avoidance of doubt, no Early Termination Fee shall be payable if the Optional Termination Date occurs after the Termination Fee Date.

Partial Early Termination Fee:		An amount equal to the present value (discounted from the Termination Fee Date at the applicable USD swap rate as determined by the Calculation Agent) of an amount equal to the product of (i) the Spread used to calculate the Floating Amount in respect of the Swap Transaction, (ii) the Reduction Amount as of the Partial Early Termination Date and (iii) a fraction, the numerator of which equals the number of days during the period from, and including, the Partial Early Termination Date to, but excluding, the Termination Fee Date and the denominator of which equals 360. For the avoidance of doubt, no Partial Early Termination Fee shall be payable if the Partial Early Termination Date occurs after the Termination Fee Date.

Termination Fee Date:		The date that is (a) if the Final Prepayment Date occurs within 90 days of the Trade Date, [*] from the first Prepayment Date with respect to the Forward Transaction and (b) if the Final Prepayment Date has not occurred within 90 days of the Trade Date, [*] from first Prepayment Date with respect to the Forward Transaction.

Effect of Optional Early Termination:		For the avoidance of doubt, the Optional Termination Date shall be deemed to be an Early Termination Date for purposes of the Agreement without the need for any additional delivery of termination notice pursuant to Section 6(b) of the

[***] Confidential Treatment Requested.


		Agreement and the Early Termination Fee shall be considered an Unpaid Amount only in the case of Optional Early Termination occurring prior to the Termination Fee Date for purposes of calculating payments to be made pursuant to Section 6(e) of the Agreement. For the avoidance of doubt, any amount payable in connection with a Partial Early Termination Date shall be a payment due under Section 2(a) of the Agreement.

Adjustments:

Method of Adjustment:		Calculation Agent Adjustment. For the avoidance of doubt, the specified dollar and share amounts appearing in the definitions of Prepayment Amount, Prepayment Date and Number of Pledged Shares each shall be subject to Calculation Agent Adjustment pursuant to Section 11.2 of the Equity Definitions. However, no adjustments shall be made if the effect of such adjustment is to change the Prepayment Amount, the Floating Amounts or the First Fixed Amount or Second Fixed Amount to be paid or payable by Party B, or the aggregate value of the Number of Pledged Shares.

Extraordinary Events:

Consequences of Merger Events:

Share-for-Share:		Alternative Obligation

Share-for-Other:		Alternative Obligation

Share-for-Combined:		Component Adjustment

Tender Offer:		Applicable; provided that in the definition of “Tender Offer” the words “greater than 10%” are replaced with “greater than 35%.”

Consequences of Tender Offers:

Share-for-Share:		Calculation Agent Adjustment



Share-for-Other:		Calculation Agent Adjustment

Share-for-Combined:		Calculation Agent Adjustment

Nationalization, Insolvency or Delisting:		Cancellation and Payment

Additional Disruption Events:

Change in Law:		Applicable; provided that any event described in clause (Y) thereof shall not be an Additional Disruption Event but rather Party B shall pay Party A an additional amount as will compensate Party A for such increased costs incurred. The Cancellation Amount shall be determined in accordance with Part I, paragraph (h) of “Supplemental Provisions” in this Confirmation.

Failure to Deliver:		Not Applicable

Hedging Disruption:		Not Applicable

Insolvency Filing:		Applicable. The Cancellation Amount shall be determined in accordance with Part 1, paragraph (h) of “Supplemental Provisions” in this Confirmation.

Increased Cost of Hedging:		Not Applicable

Loss of Stock Borrow:		Not Applicable

Increased Cost of Stock Borrow:		Not Applicable

Other Provisions:

(a) Non-Reliance:		Applicable

(b) Agreements and Acknowledgements Regarding Hedging Activities		Applicable

(c) Additional Acknowledgements:		Applicable

Other Terms Applicable to the Forward Transaction:


General Terms

Buyer:		Party A

Seller:		Counterparties

Prepayment:		Applicable

Prepayment Dates:		Each date on or before the Final Potential Prepayment Date, as set out in the related Prepayment Notice; provided that, without limiting the generality of the foregoing or of the provisions set forth below opposite the caption, “Prepayment Amount,” following the first Prepayment Date occurring on or immediately following the Amendment Effective Date, no additional Prepayment Date shall occur unless as of each such additional Prepayment Date, if any, the Applicable Reference Price shall be higher than the Applicable Reference Price as of the immediately preceding Prepayment Date.

Final Prepayment Date:		The date on which the Aggregate Prepayment Amount shall be equal to the Facility Amount.

Prepayment Notice:		Not later than 12:00 noon (New York City time) three Business Days prior to each Prepayment Date ( the “Prepayment Notice Date”), the applicable Counterparty will provide Collateral Agent with a Prepayment Notice in the form of Exhibit E to the Pledge Agreement.

Final Potential Prepayment Date:		The [***] calendar day following the Trade Date, subject to the Following Business Day Convention; provided that, if Party B requests an extension of the Final Potential Prepayment Date, Party A and the Other Dealers agree to consider such request in good faith without the payment of any additional upfront fee, structuring fee or similar fee.

[***] Confidential Treatment Requested.

Prepayment Amount:

On each Prepayment Date, Party A shall pay to the applicable Counterparty (through the Collateral Agent) the requested Prepayment Amount, provided that each Prepayment Amount shall be equal to the least of:

(i) 50% multiplied by the Number of Pledged Shares multiplied by the Applicable Reference Price multiplied by the Applicable Portion;

(ii) $ 42.25 multiplied by the Number of Pledged Shares multiplied by the Applicable Portion; and

(iii) an amount such that following the payment of such Prepayment Amount and the “Prepayment Amounts” under the Other Transactions, the LtV (as defined in the Pledge Agreement) shall not exceed 50%;

provided further that, if on any Prepayment Date the aggregate number of Shares pledged pursuant to the Pledge Agreement prior to such date is equal to or greater than 26,048,738 Shares (the “Minimum Pledged Shares”), Party A may elect that the Number of Pledged Shares shall be zero and, in such case, the Prepayment Amount shall be equal to the lesser of:

(a) an amount such that following the payment of such Prepayment Amount and the “Prepayment Amounts” under the Other Transactions, (x) the sum of the Aggregate Prepayment Amounts under this Transaction and the Other Transactions divided by (y) the aggregate number of Shares pledged pursuant to the Pledge Agreement prior to such date and held in pledge as of such date, shall not exceed $46.07 (which, for the avoidance of doubt, is the amount determined by dividing (x) the Facility Amount by (y) the Minimum Pledged Shares); and


		(b) the amount determined pursuant to preceding clause (iii); provided further that, for the avoidance of doubt, the Aggregate Prepayment Amount shall be limited to the Facility Amount; provided further that if the Prepayment Amount (as determined in accordance with the foregoing proviso) in respect of any Prepayment Date other than the Final Prepayment Date would be less than US$ 75,000,000 multiplied by the Applicable Portion, then such request shall not be effective and Party A shall not be required to make any payment of a Prepayment Amount with respect thereto.

Applicable Portion:		1/3 (one-third)

Aggregate Prepayment Amount:		At any time, the sum of all Prepayment Amounts paid to Party B hereunder (which sum shall be limited to the Facility Amount) less the sum of all Reduction Amounts paid prior to such time.

Number of Pledged Shares:		On or before each Prepayment Date, Party B will pledge the Number of Pledged Shares specified in the Prepayment Notice to the Collateral Agent under the Pledge Agreement (as defined below); provided that, if on any Prepayment Date the aggregate number of Shares pledged pursuant to the Pledge Agreement prior to such date is equal to 9.5% of the total outstanding Shares as of such date, the Number of Pledged Shares shall be zero.



Applicable Reference Price:		As of any Prepayment Date, the official closing price of the Shares on the Exchange on the Exchange Business Day immediately preceding such Prepayment Date.

Number of Shares:		For any Prepayment Date, the Prepayment Amount divided by the Applicable Reference Price. The “Aggregate Number of Shares” is the sum of the Number of Shares for all Prepayment Dates.

Settlement Terms:

Variable Obligation:		Not Applicable

Cash Settlement:		Applicable; provided that Section 8.5(d) shall be amended by inserting the word “Aggregate” prior to the words “Number of Shares.”

Cash Settlement Payment Date:		The 364^th calendar day following the Trade Date. If such day is not a Business Day the Cash Settlement Payment Date shall be the immediately preceding Business Day.

Settlement Price:		The official closing price of the Shares on the Exchange on the Valuation Date or if such price is not published by the Exchange, the most recent official closing price of such Shares prior to such Valuation Date.

Other Terms Applicable to the Swap Transaction:


General Terms:

Effective Date:		The first Prepayment Date with respect to the Forward Transaction.

Termination Date:		The Cash Settlement Payment Date with respect to the Forward Transaction.


Equity Amounts:

Equity Amount Payer:		Party A

Equity Amount Receiver:		Party B

Equity Notional Reset:		Not Applicable

Type of Return:		Price Return

Equity Amount:		Notwithstanding Section 8.7 of the Equity Definitions, the amount equal to (x) the product of the Aggregate Number of Shares and the Final Price minus (y) the product of the Aggregate Number of Shares and the Initial Price. If the Equity Amount is a negative amount, Party B will pay the absolute value of such amount to Party A. If the Equity Amount is a positive amount, Party A will pay the absolute value of such amount to Party B.

Final Price:		The Settlement Price with respect to the Forward Transaction.

Initial Price:		The Aggregate Prepayment Amount divided by the Aggregate Number of Shares, as defined in the Forward Transaction.

Floating Amounts:

Floating Rate Payer:		Party B

Floating Rate Payer Payment Dates:		March 1, 2008, June 1, 2008, September 1, 2008 and the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention.

Notional Amount:		Subject to the succeeding sentence, for each Floating Rate Payer Payment Date, the weighted average of the Aggregate Prepayment Amount with respect to the Forward Transaction for the Calculation Period ending on but excluding that Floating Rate Payer Payment Date. The calculation of the weighted average of the Aggregate Prepayment Amount shall


		(i) be based on the number of calendar days in such Calculation Period, (ii) exclude any Prepayment Amounts used to calculate Initial Interest Amounts on such Floating Rate Payer Payment Date and (iii) only be reduced by Reduction Amounts to the extent such amounts have not been applied to reduce Prepayment Amounts made during such Calculation Period in accordance with paragraph (ii) under Initial Interest Amounts.

Floating Rate Option:		USD-LIBOR-BBA

Designated Maturity:		3 months

Spread:		As specified in Schedule I hereto.

Floating Rate Day Count Fraction:		Actual/360

Reset Dates:		The first day of each Calculation Period.

Initial Interest Amounts:		In addition to any Floating Amounts calculated in accordance with the foregoing provisions of this section, Party B shall pay to Party A on each Floating Rate Payer Payment Date an initial interest amount in respect of each Prepayment Amount made during the immediately preceding Calculation Period. Such initial interest amount shall be calculated separately for each Prepayment Amount as if (i) the Notional Amount were equal to such Prepayment Amount (except that, to the extent there are Reduction Amounts during the Calculation Period referred to in (ii), such Reduction Amounts shall be applied to reduce such Prepayment Amount (until such Prepayment Amount is reduced to zero) and the Notional Amount will be computed on the weighted average of such Prepayment Amount based on the number of calendar days in the Calculation Period referred to in (ii)), (ii) the Calculation Period were the period from, and including, the related Prepayment Date to, but excluding, the succeeding Floating Rate Payer Payment Date, (iii) the Floating Rate were equal to USD-LIBOR-BBA plus the Spread, (iv) the Reset Date were the Prepayment Date and Linear Interpolation applicable and (v) the Floating Rate Day Count Fraction were Actual/360.


First Fixed Amount Payable by Party B:

First Fixed Rate Payer:		Party B

Notional Amount:		On each day during the First Fixed Amount Calculation Period, the excess, if any, of the Facility Amount over the Aggregate Prepayment Amount as of such day. To the extent such excess changes during the First Fixed Amount Calculation Period, the Notional Amount will be computed on the weighted average of such excess based on the number of calendar days in the First Fixed Amount Calculation Period.

First Fixed Rate Payer Payment Date:		The earliest of (a) the 120^th calendar day following the Trade Date, (b) an Early Termination Date and (c) the Final Prepayment Date, subject, in each case, to the Following Business Day Convention.

First Fixed Amount Calculation Period:		The period from, and including, the Trade Date to, but excluding, the First Fixed Rate Payer Payment Date.

First Fixed Rate:		[***] of the Spread used to calculate the Floating Amount.

First Fixed Rate Day Count Fraction:		Actual/360

Second Fixed Amount Payable by Party B:

Second Fixed Rate Payer:		Party B

Notional Amount:		On each day during the Second Fixed Amount Calculation Period, if and to the extent an Early Termination Date has not occurred prior to the date that is 120 calendar days after the Trade Date, the excess, if any, of the Facility Amount over the Aggregate Prepayment Amount as of such day. To the extent such excess changes during the Second Fixed Amount Calculation Period, the Notional Amount will be computed on the weighted average of such excess based on the number of calendar days in the Second Fixed Amount Calculation Period.

[***] Confidential Treatment Requested.



Second Fixed Rate Payer Payment Date:		The earliest of (a) the 180^th calendar day following the Trade Date, (b) an Early Termination Date occurring after the date that is 120 calendar days after the Trade Date and (c) the Final Prepayment Date occurring after the date that is 120 calendar days after the Trade Date, subject, in each case, to the Following Business Day Convention.

Second Fixed Amount Calculation Period:		The period from, and including, the date that is 120 calendar days after the Trade Date to, but excluding, the Second Fixed Rate Payer Payment Date.

Second Fixed Rate:		[***] of the Spread used to calculate the Floating Amount.

Second Fixed Rate Day Count Fraction:		Actual/360

Settlement:

Cash Settlement:		Applicable

Settlement Currency:		USD

Cash Settlement Payment Date:		Termination Date

Additional Provisions Applicable to each Component:

Conditions to Effectiveness of this Confirmation:

[***] Confidential Treatment Requested.

thereto, and Deutsche Bank Trust Company Americas, as Collateral Agent (the “Collateral Agent”), (ii) a securities account control agreement dated as of the Trade Date among Party B-1, as entitlement holder, the Collateral Agent and Deutsche Bank Trust Company Americas, as securities intermediary (the “Original Infinity Securities Account Control Agreement”) and (iii) a Liquidity Agreement (the “Original Liquidity Agreement”) dated as of the Trade Date among Dubai World, as Liquidity Provider (the “Liquidity Provider”), Party B-1, Party A, the Other Dealers, the other banks from time to time party thereto and the Collateral Agent. Each of the following documents was entered into as of December 17, 2007: (i) a Trust Agreement dated as of December 17, 2007 (the “Original NJ Trust Agreement”) among Party B-1 and Frank Catania, as trustee (the “New Jersey ICA Trustee”), (ii) a New Jersey ICA Securities Account Control Agreement dated as of December 17, 2007 among Party B-1, Frank Catania, as New Jersey ICA Trustee and Deutsche Bank Trust Company Americas as Collateral Agent and securities intermediary (the “Original NJ Control Agreement”) and (iii) a Collateral Disposition and Forbearance Agreement dated as of December 17, 2007 among Party B-1, Frank Catania, as New Jersey ICA Trustee and the Collateral Agent (the “Original Collateral Disposition and Forbearance Agreement”).

The effectiveness of this Confirmation is subject to satisfaction of the following conditions precedent (the first date on which such conditions are satisfied is referred to as the “Amendment Effective Date”):

(a) an amended and restated pledge agreement (the “Pledge Agreement”) dated as of April 21, 2008 among the Counterparties, as Pledgors, Party A and the Other Dealers, the other banks from time to time party thereto and the Collateral Agent in form and substance satisfactory to Party A shall have been executed and delivered by all parties thereto in respect of the Original Pledge Agreement;

(b) an amended and restated securities account control agreement dated as of April 21, 2008 among the Counterparties, as entitlement holders, the Collateral Agent and Deutsche Bank Trust Company Americas, as securities intermediary, substantially in the form of Exhibit F-1 to the Pledge Agreement (the “Infinity Securities Account Control Agreement”) shall have been executed and delivered by all parties thereto in respect of the Original Infinity Securities Account Control Agreement;

(c) an amended and restated liquidity agreement (the “Liquidity Agreement”) dated as of April 21, 2008 among the Liquidity Provider, the Counterparties, Party A, the Other Dealers, the other banks from time to time party thereto and the Collateral Agent in form and substance satisfactory to Party A shall have been executed and delivered by all parties thereto in respect of the Original Liquidity Agreement;

(d) an amended and restated trust agreement dated as of April 21, 2008 among the Counterparties, the Collateral Agent and Frank Catania, as trustee, substantially in the form of Exhibit G to the Pledge Agreement (the “New Jersey ICA Trust Agreement”) shall have been executed and delivered by all parties thereto in respect of the Original NJ Trust Agreement;

(the “New Jersey ICA Securities Account Control Agreement”) shall have been executed and delivered by all parties thereto in respect of the Original NJ Control Agreement;

(f) an amended and restated collateral disposition and forbearance agreement dated as of April 21, 2008 among the New Jersey ICA Trustee, the Counterparties and the Collateral Agent, substantially in the form of Exhibit H to the Pledge Agreement (the “New Jersey ICA Collateral Disposition and Forbearance Agreement”) shall have been executed and delivered by all parties thereto in respect of the Original Collateral Disposition and Forbearance Agreement;

(g) a securities account control agreement dated as of April 21, 2008 among the Counterparties, as entitlement holders, the Collateral Agent and Deutsche Bank AG, London Branch, as securities intermediary, substantially in the form of Exhibit F-3 to the Pledge Agreement (the “Infinity United Kingdom Securities Account Control Agreement”) shall have been executed and delivered by all parties thereto;

(h) Party A shall have received legal opinions of (i) Paul, Hastings, Janofsky & Walker LLP, counsel to the Counterparties, (ii) each of the firms listed on Schedule III, regulatory counsel to the Counterparties in the jurisdictions specified therein and (iii) Clifford Chance, counsel to the Liquidity Provider, each in form and substance satisfactory to Party A and substantially to the effect set forth in the Exhibits A through I to Schedule III; and

(i) Party A shall have received a legal opinion of Allen & Overy LLP, counsel to the Secured Parties, on certain matters under the laws of England and Wales.

The Pledge Agreement, the Infinity Securities Account Control Agreement, the Liquidity Agreement, the New Jersey ICA Trust Agreement, the New Jersey ICA Securities Account Control Agreement, the New Jersey ICA Collateral Disposition and Forbearance Agreement, the Infinity United Kingdom Securities Account Control Agreement and any other Custody/Control Agreement (as defined in the Pledge Agreement) entered into in connection with the Pledge Agreement shall be “Credit Support Documents” hereunder and under the Agreement. This Confirmation, the Agreement and the Credit Support Documents are sometimes hereinafter referred to as the “Transaction Documents”.

Conditions to Party A’s Payment Obligation:

(a) The obligation of Party A to pay the Prepayment Amount on any Prepayment Date is subject to the satisfaction of the following conditions:

(i) The representations and warranties of the Counterparties contained in this Confirmation, in the Agreement (including as may be modified herein) and in the Pledge Agreement shall be true and correct as of such Prepayment Date.

(ii) Each Counterparty shall have performed all of the covenants and obligations to be performed by it hereunder, under the Agreement (including as may be modified herein) and under each Security Document (as defined in the Pledge Agreement) on or prior to such Prepayment Date.

(iii) On or prior to the first Prepayment Date to occur on or after the date of this Confirmation, Counterparty shall have paid a fee to the Collateral Agent for its services in connection with the Transaction as agreed between Counterparty and the Collateral Agent.

(iv) If as of such Prepayment Date, the Shares to be pledged in connection with such Prepayment Amount pursuant to the Pledge Agreement are required by the Gaming Laws of the State of New Jersey to be held by the New Jersey ICA Trustee (as defined in the Pledge Agreement), the conditions set forth in Section 17(a) of the Pledge Agreement shall have been satisfied on or prior to such Prepayment Date.

(b) The obligation of Party A to pay the Prepayment Amount on any Prepayment Date is subject to satisfaction of the condition that, as of the date on which Party B pledges the Number of Pledged Shares specified in the related Prepayment Notice and such Prepayment Date, all Gaming Approvals of the Gaming Authorities required for Party B to pledge such Shares under the Transaction Documents or to consummate the transactions contemplated thereby (including, without limitation, the foreclosure on, and other disposition of, such Shares pursuant to the Pledge Agreement or the Liquidity Agreement) shall have been obtained to Party A’s satisfaction and shall be in full force and effect.

Amendment and Restatement

It is the intention of each of the parties hereto that the Original Confirmation, and the Original Pledge Agreement and certain other Security Documents (as defined in the Original Pledge Agreement) entered into in connection with the Original Confirmations and the Original Pledge Agreement (collectively, the “Original Agreements”) be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Agreements and that all obligations of Party B-1 under the Original Agreements and the other Transaction Documents shall be secured by the Security Documents and that the amended and restated Confirmations and the amended and restated Security Documents do not constitute a novation of the obligations and liabilities existing under the Original Agreements. The parties hereto further acknowledge and agree that this Confirmation constitutes an amendment of the Original Confirmation made under and in accordance with the terms of Part 5, Section (f) of the Original Confirmation and Section 12(c) of the Original Pledge Agreement. In addition, unless specifically amended hereby or by the amended and restated Security Documents, upon the Amendment Effective Date, each of the Transaction Documents (including, without limitation, the Exhibits and Schedules to the Original Confirmation) shall continue in full force and effect and, from and after the Amendment Effective Date, all references to the “Confirmation” contained therein shall be deemed to refer to this amended and restated Confirmation.

Obligations Joint and Several:

Counterparties. For the avoidance of doubt, the security interests and liens granted by each Counterparty pursuant to the Credit Support Documents, including, without limitation, the Shares pledged thereunder, shall secure the obligations of both Counterparties under the Transaction Documents.

Party A agrees and acknowledges that any notice, payment or written consent made or given by either Counterparty shall be considered notice, payment or written consent for and on behalf of both Counterparties.

Representations and Warranties of the Counterparties:

Each Counterparty hereby represents and warrants to Party A as of the date hereof:

(a) It is not on the date hereof in possession of any material non-public information regarding the Issuer or the Shares.

(b) It is not and, after giving effect to the transactions contemplated hereby and the application of the proceeds thereof, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(c) It is, and shall be as of the date of any payment or delivery by such Counterparty hereunder, solvent and able to pay its debts as they come due, with assets having a fair value greater than liabilities and with capital sufficient to carry on the businesses in which it engages.

(d) It (A) has timely filed, caused to be timely filed or will timely file or cause to be timely filed all material tax returns that are required to be filed by it as of the date hereof and (B) has paid all material taxes shown to be due and payable on said returns or on any assessment made against it or any of its property and all other material taxes, assessments, fees, liabilities or other charges imposed on it or any of its property by any governmental authority, unless in each case the same are being contested in good faith. For purposes of determining whether a tax return has been timely filed, any extensions shall be taken into account.

(e) It possesses, has read, and understands the terms and provisions of the Agreement, the 2006 Definitions and the Equity Definitions.

Eligible Contract Participant:

Each of Party A and each Counterparty hereby represents and warrants to the other party as of the date hereof, and any assignee of Party A represents and warrants to Party B as of the date of any assignment of the Agreement, that it is an “eligible contract participant” as such term is defined in Section 1(a)(12) of the Commodity Exchange Act, as amended.

U.S. Private Placement Representations:

Each of Party A and each Counterparty hereby represents and warrants to the other party as of the date hereof that:

(a) It is an “accredited investor” (as defined in Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Transaction, and it is able to bear the economic risk of the Transaction.

(b) It is entering into the Transaction for its own account and not with a view to the distribution or resale of the Transaction or its rights thereunder except pursuant to a registration statement declared effective under, or an exemption from the registration requirements of, the Securities Act.

Gaming Law Representations and Warranties:

Each Counterparty hereby represents and warrants to Party A as of the date hereof and on each Prepayment Date:

(a) Schedule II hereto contains a correct and complete list (with respect to each relevant jurisdiction, under the captions , “Approvals Granted,” “Approvals Pending” and “Future Approvals”) of all Gaming Approvals required for the acquisition or direct or indirect ownership of the Shares owned by each Counterparty, the execution and delivery of the Transaction Documents by all parties thereto, the pledge of the Shares under the Transaction Documents on or prior to each date as of which this representation is made or deemed to be made and the consummation of the transactions contemplated thereby (including, without limitation, the foreclosure on, and other disposition of, the Shares pursuant to the Pledge Agreement or the Liquidity Agreement and the assignment of the rights of the Secured Parties under the Transaction Documents to Dubai World pursuant to the Liquidity Agreement) (such Gaming Approvals listed under the captions, “Approvals Granted,” as the same shall be updated from time to time pursuant to clause (c) under “Gaming Law Covenants” below, “Existing Gaming Approvals”).

(b) Each Existing Gaming Approval is in full force and effect and has not been amended or otherwise modified, rescinded, revoked or assigned, and, except as described in Schedule II hereto, each Counterparty has no reason to believe it will not be able to maintain in effect all Existing Gaming Approvals except, in each case, where the failure to have such Existing Gaming Approvals would not reasonably be expected to have a Material Adverse Effect.

(c) No Gaming Approval is required in connection with the acquisition or direct or indirect ownership of the Shares owned by each Counterparty, the execution and delivery of any of the Transaction Documents by each Counterparty and the pledge of the Shares under the Transaction Documents on or prior to each date as of which this representation is made or deemed to be made and the consummation of the transactions contemplated thereby (including the payment of the CLF Amount pursuant to clause (III) of Section 2(b) of the Liquidity Agreement), except for: (i) the Existing Gaming Approvals; (ii) any Gaming Approvals that may be required with respect to the foreclosure on, and other disposition of, the Shares pursuant to the Pledge Agreement or the Liquidity Agreement or the assignment of the rights of the Secured Parties under the Transaction Documents to Dubai World pursuant to the Liquidity Agreement, as described in Schedule II; and (iii) any additional Gaming Approvals that may be required subsequent to the date hereof by any Gaming Authority in its discretion.

(d) To the knowledge of any Counterparty, no event (including, without limitation, any material violation of any law, rule or regulation) has occurred that would be reasonably likely to lead to the revocation or termination of any Existing Gaming Approval or the imposition of any restriction thereon that could reasonably be expected to have a Material Adverse Effect.

(e) No Counterparty has received any notice of any violation of applicable laws, including but not limited to Gaming Laws, which has caused or would reasonably be expected to cause any Existing Gaming Approval to be rescinded or revoked.

(f) The execution and delivery by each Counterparty of each of the Transaction Documents, and the performance by each Counterparty of its obligations thereunder, do not violate or constitute a breach of or default under (i) any Gaming Laws, or (ii) any judgment, decree, order or writ issued by the Gaming Authorities applicable to or binding upon such Counterparty and will not allow or result in the imposition of any material penalty under, or the revocation or termination of, any Existing Gaming Approval or any material impairment of the rights of the holder of any Existing Gaming Approval.

(g) There is no proceeding before any Gaming Authority, under any Gaming Law or under any Gaming Approval pending or threatened either (i) that seeks to restrain, enjoin, prevent the consummation of or otherwise challenge, any of the Transaction Documents or any of the transactions contemplated therein (including, without limitation, the foreclosure on, and other disposition of, the Shares pursuant to the Pledge Agreement or the Liquidity Agreement and the assignment of the rights of the Secured Parties under the Transaction Documents to Dubai World, or the payment of the CLF Amount, pursuant to the Liquidity Agreement), or (ii) that could, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

The following definitions apply for the sections entitled “Gaming Law Representations and Warranties” and “Gaming Law Covenants”:

“Gaming Applications” means all applications, supporting documents and supplemental information required by any Gaming Authority or required pursuant to any applicable Gaming Law necessary to effectuate the provisions set forth in any of the Transaction Documents or any of the rights, remedies or obligations thereunder, including but not limited to, any Counterparty’s ownership of an equity interest in the Issuer or the issuance of any Gaming Approval to any Counterparty, the Liquidity Provider or any Affiliate thereof or any Secured Party within its jurisdiction.

“Gaming Approval” means any authorization, consent, approval, order, license, franchise, accreditation, permit, finding of suitability, filing, registration, or qualification required under any Gaming Law or by any Gaming Authority.

“Gaming Authority” or “Gaming Authorities” means any of the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Illinois Gaming Board, the Macau Gaming Inspection and Coordination Bureau, the Michigan Gaming Control Board, the Mississippi Gaming Commission, the New Jersey Casino Control Commission, the New Jersey Division of Gaming Enforcement or any other Governmental Authority and/or regulatory authority or body or any agency in any other state or foreign country that has, or may at any time after the Trade Date have, jurisdiction over the gaming activities of the Issuer or any of its subsidiaries or affiliate companies or any Counterparty’s interest, either direct or indirect, therein.

“Gaming Laws” means the provisions of all state, federal or local laws governing the gaming activities of the Issuer or any of its subsidiaries or affiliate companies or any Counterparty’s interest therein, all regulations of any Gaming Authority promulgated thereunder, as amended from time to time, all applicable policies, procedures and positions adopted, implemented or enforced by any Gaming Authority, whether formal or informal, and all other laws, statutes, rules, rulings, orders, ordinances, regulations and other legal requirements of any Gaming Authority.

“Material Adverse Effect” means a material adverse effect on (i) the business, operations, assets, financial condition or results of operations of any Counterparty or the Liquidity Provider, (ii) the ability of any Counterparty or the Liquidity Provider to enter into, or perform its obligations under, any Transaction Document to which it is a party or (iii) the rights or benefits available to the Secured Parties under the Transaction Documents. For the avoidance of doubt, it is understood and agreed that the inability of the Secured Parties to foreclose on, and otherwise dispose of, the Shares pursuant to the Pledge Agreement or the Liquidity Agreement or effect the assignment of the rights of the Secured Parties under the Transaction Documents to Dubai World pursuant to the Liquidity Agreement within the time frames contemplated therein shall constitute a Material Adverse Effect.

“Officer’s Certificate” means a certificate of the chief executive officer, chief legal officer, chief compliance officer or chief financial officer of any Counterparty (or in the case of Party B-2, any such officer of its general partner).

“Secured Parties” means, collectively, Party A and other banks and agents party to the Pledge Agreement.

Gaming Law Covenants:

(a) The Counterparties shall use their commercially reasonable efforts to obtain, as promptly as practicable following the date hereof, all Gaming Approvals of the Gaming Authorities required for the Counterparties to own the Shares or to pledge the Shares under the Transaction Documents or to consummate the transactions contemplated thereby (including, without limitation, the foreclosure on, and other disposition of, the Shares pursuant to the Pledge Agreement or the Liquidity Agreement and the assignment of the rights of the Secured Parties under the Transaction Documents to Dubai World pursuant to the Liquidity Agreement), and shall promptly execute any and all such instruments and documents, deliver any certificates and do all such other acts or things deemed necessary, appropriate or desirable by the Gaming Authorities to obtain such Gaming Approvals.

Gaming Application fees, investigative fees and costs required by the Gaming Authorities with respect to these approvals and licenses. The Counterparties will diligently and comprehensively respond to any inquiries and requests from the Gaming Authorities and promptly file or cause to be filed any additional information required in connection with such Gaming Applications or filings as soon as practicable after receipt of requests therefore.

(c) The Counterparties shall, on a quarterly basis and on each Prepayment Date, provide to Party A (i) an update to Schedule II including (A) all information necessary such that the representation in clause (a) set forth under the heading “Gaming Law Representations and Warranties” shall be true and correct as of the date of such update, (B) a list of counsel advising any Counterparty on matters of Gaming Laws in each relevant jurisdiction as of such date and (C) notice of any Gaming Approvals (including any Gaming Applications applicable to any Secured Party) that, to the best of each Counterparty’s knowledge, are expected to become applicable on or after such date and could reasonably be expected to have an adverse effect on the rights, remedies, powers and benefits available to the Secured Parties under the Transaction Documents and (ii) an Officer’s Certificate that sets forth in detail the then-current status of each Counterparty’s Gaming Applications and Gaming Approvals for each Gaming Authority having jurisdiction over such Counterparty and the Issuer. Such certification shall include: (1) representations and warranties that as of the date of such Officer’s Certificate or the Prepayment Date, as applicable: (A) each Counterparty has obtained, except as otherwise provided in such updated Schedule II with respect to Gaming Approvals that are pending and are not required as of the date of such Officer’s Certificate, all Gaming Approvals material to its ownership, interest or involvement in or with the Issuer or otherwise necessary to cause or maintain the effectiveness of any Transaction Document and to confer the full benefits, rights and powers available to the Secured Parties thereunder; and (B) all such Gaming Approvals are in full force and effect; and (2) a certification that each Counterparty is in material compliance with all such Gaming Approvals. The first such Officer’s Certificate shall be due on the Trade Date and subsequent certificates shall be due on each Prepayment Date and on the last day of each 3-month period after the Trade Date for so long as the Transaction Documents are in effect.

(d) The Counterparties and Party A agree (and the Counterparties will cause Liquidity Provider, its Subsidiaries and its Affiliates) to mutually cooperate in relation to providing Gaming Authorities all necessary and required information pertaining to the Transaction Documents. In addition, the Counterparties shall promptly notify Party A in writing should any Counterparty or any of its Subsidiaries or Affiliates (i) become informed by any Gaming Authority of any materially adverse action, investigation or review to be taken by any Gaming Authority or (ii) become aware of any actual or proposed change in Gaming Laws that could reasonably be expected to have a Material Adverse Effect.

(e) The Counterparties shall take, or cause to be taken, any and all actions either necessary or reasonably requested by Party A to ensure the obtaining of all Gaming Approvals necessary to cause or maintain the effectiveness of any Transaction Document and to confer the full benefits, rights and powers granted therein to the Secured Parties.

Counterparty Reporting Obligations:

The Counterparties agree that each Counterparty and its affiliates will comply with all applicable disclosure or reporting requirements in respect of the Transaction, including, without limitation, any requirement imposed by Section 13 or Section 16 of the Exchange Act, if any, and the Counterparties will provide Party A with a copy of any report filed in respect of the Transaction promptly upon filing thereof.

Securities Contract:

The parties hereto acknowledge and agree that Party A is a “financial institution,” “swap participant” and “financial participant” within the meaning of Section 101 of Title 11 of the United States Code (the “Bankruptcy Code”). The parties hereto further recognize that each of the Transaction, the Forward Transaction and the Swap Transaction is a “securities contract”, as such term is defined in Section 741(7) of the Bankruptcy Code, and a “swap agreement” as defined in Section 101(53B), entitled to the protection of, among other provisions, Sections 555, 560, 362(b)(6), 362(b)(17) and 546(e) and (g) of the Bankruptcy Code.

Assignment:

Except in the case of assignments pursuant to Section 2(b) of the Liquidity Agreement, assignments of the rights and obligations under this Confirmation shall be made in accordance with Section 14 of the Pledge Agreement.

Non-Confidentiality:

The parties hereby agree that (i) effective from the date of commencement of discussions concerning the Transaction, the Counterparties and each of their respective employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind, including opinions or other tax analyses, provided by Party A and its affiliates to any Counterparty relating to such tax treatment and tax structure; provided that the foregoing does not constitute an authorization to disclose the identity of Party A or its affiliates, agents or advisers, or, except to the extent relating to such tax structure or tax treatment, any specific pricing terms or commercial or financial information, and (ii) Party A does not assert any claim of proprietary ownership in respect of any description contained herein or therein relating to the use of any entities, plans or arrangements to give rise to a particular United States federal income tax treatment for any Counterparty.

Matters relating to Party A and Agent:

(a) The Agent will be responsible for (A) effecting the Transaction, (B) issuing all required confirmations and statements to Party A and the Counterparties, (C) maintaining books and records relating to the Transaction in accordance with its standard practices and procedures and in accordance with applicable law and (D) unless otherwise requested by the Counterparties, receiving, delivering, and safeguarding each Counterparty’s funds and any securities in connection with the Transaction, in accordance with its standard practices and procedures and in accordance with applicable law.

(b) Agent is acting in connection with the Transaction solely in its capacity as Agent for Party A and the Counterparties pursuant to instructions from Party A and the Counterparties. Agent shall have no responsibility or personal liability to Party A or any Counterparty arising from any failure by Party A or any Counterparty to pay or perform any obligations hereunder, or to monitor or enforce compliance by Party A or any Counterparty with any obligation hereunder, including, without limitation, any obligations to maintain collateral. Each of Party A and each Counterparty agrees to proceed solely against the other to collect or recover any securities or monies owing to it in connection with or as a result of the Transaction. Agent shall otherwise have no liability in respect of the Transaction, except for its gross negligence or wilful misconduct in performing its duties as Agent.

(c) Party A is authorized and regulated by the Financial Services Authority and has entered into the Transaction as principal. The time at which the above Transaction was executed will be notified on request.

Governing Law:

THE AGREEMENT AND EACH CONFIRMATION THEREUNDER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE (PROVIDED THAT AS TO PLEDGED ITEMS LOCATED IN ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK, PARTY A SHALL, IN ADDITION TO ANY RIGHTS UNDER THE LAWS OF THE STATE OF NEW YORK, HAVE ALL OF THE RIGHTS TO WHICH A SECURED PARTY IS ENTITLED UNDER THE LAWS OF LAW OF SUCH OTHER JURISDICTION). EACH PARTY HEREBY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK. THE PARTIES HERETO HEREBY AGREE THAT THE CUSTODIAN’S JURISDICTION, WITHIN THE MEANING OF SECTION 8-110(e) OF THE UCC, INSOFAR AS IT ACTS AS A SECURITIES INTERMEDIARY HEREUNDER OR IN RESPECT HEREOF, IS THE STATE OF NEW YORK.

Miscellaneous:

(a) Waiver of Right to Trial by Jury. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Confirmation or any Credit Support Document. Each party (1) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of such a suit action or proceeding, seek to enforce the foregoing waiver and (2) acknowledges that it and the other party have been induced to enter into this Confirmation by, among other things, the mutual waivers and certifications in this Section.

(b) This Confirmation is not intended and shall not be construed to create any rights in any person other than the Counterparties, Party A and their respective successors and assigns and no other person shall assert any rights as third-party beneficiary hereunder. Whenever any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party. All the covenants and agreements herein contained by or on behalf of the Counterparties and Party A shall bind, and inure to the benefit of, their respective successors and assigns whether so expressed or not.

(c) Any provision of this Confirmation may be waived if, and only if, such waiver is in writing and signed by the party against whom the waiver is to be effective.

(d) Party A and Agent hereby notify the Counterparties that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), they are required to obtain, verify and record information that identifies each Counterparty, which information includes the name and address of such Counterparty and information that will allow Party A and Agent to identify such Counterparty in accordance with the Act.

Account Details:



Account for payments to Party A:

Funds paid to:		Credit Suisse Securities (USA) LLC

Account Name:		Credit Suisse Securities (USA) LLC

Account With:		Citibank, NY

ABA:		[***]

Account No:		[***]

Account for payments to the Counterparties (unless otherwise specified):

Account Name:		Infinity World Investments LLC

Account With:		RBOSGB2L - Royal Bank of Scotland

Account No:		[***]

Intermediary Bank:		CHASUS33

Account with account number:		[***] (this is RBS’s account number with Chase)

[***] Confidential Treatment Requested.

Supplemental Provisions:

The following provisions supplement and amend the provisions of the ISDA Form:

Part 1. Termination Provisions

(a)	“Specified Entity” means in relation to Party A for the purpose of:-

Section 5(a) (v) Not Applicable

Section 5(a) (vi) Not Applicable

Section 5(a) (vii) Not Applicable

Section 5(b) (iv) Not Applicable

and in relation to the Counterparties for the purpose of:-

Section 5(a) (v) Dubai World and its Material Subsidiaries

Section 5(a) (vi) Dubai World and its Material Subsidiaries

Section 5(a) (vii) Dubai World and its Material Subsidiaries

Section 5(b) (iv) Dubai World and its Material Subsidiaries

“Material Subsidiaries” of Dubai World means DP World Limited, Istithmar World LLC, Limitless World LLC, Nakheel World LLC, P&FZ World FZE, Infinity World Holding Ltd., Infinity World (Cayman) Holding, Infinity World Investments LLC, Infinity World Developments Corp, City Center LLC, Infinity World Cayman Investments Corporation and any Subsidiary of Dubai World which owns (directly or indirectly) shares or other relevant ownership interests in any of the aforementioned entities.

(b)	“Specified Transaction” will have the meaning specified in Section 14 of the Agreement and shall also include, without limitation, the forward transactions and swap transactions set forth in the Other Transactions with the Other Dealers.

(c)	The “Cross Default” provisions of Section 5(a)(vi) will not apply to Party A will apply to the Counterparties

Cross Default. Section 5(a)(vi) is deleted and replaced with the following:

“(vi) Cross Default. If “Cross Default” is specified in this Confirmation as applying to the party, the occurrence or existence of:

(A) Any Specified Indebtedness of any Specified Entity is not paid when due nor within any originally applicable grace period.

(B) Any Specified Indebtedness of any Specified Entity is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(C) Any creditor of any Specified Entity becomes entitled to declare any other Specified Indebtedness of any Specified Entity due and payable prior to its specified maturity as a result of an event of default (however described) and has taken steps to improve its position compared to other creditors of that Specified Entity.

(D) No Event of Default will occur under this Section 5(a)(vi) if the aggregate amount of Specified Indebtedness falling within paragraphs (A), (B) and (C) above is less than US$ 50,000,000 (or its equivalent in any other currency or currencies).

Each of the above events shall constitute a cross default (“Cross Default”).

“Specified Indebtedness” means, instead of the definition thereof in Section 14 of the Agreement, any indebtedness for or in respect of:

(i)

moneys borrowed;

(ii)

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(iii)

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(iv)

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements, be treated as a finance or capital lease;

(v)

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis except for recourse by reference to a breach by the selling company of any standard representations relating to the relevant receivables (but not as to the creditworthiness of the debtor or the collectability of the receivables));

(vi)

any amount raised under any other transaction (including any forward sale or purchase agreement or any financing which is structured and completed within the principles of the shari’a) having the commercial effect of a borrowing but excluding supplier credits entered into in the ordinary course of trade;

(vii)

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(viii)

any counter-indemnity obligation in respect of a guarantee, indemnity, bond (other than performance or bid bonds) standby letter of credit or any other instrument issued by a bank or financial institution, in each case, by way of support for other Specified Indebtedness;

(ix)

any amount raised by the issue of shares redeemable on or prior to the Termination Date;

(x)

any amount of any liability under an advance or deferred purchase agreement if one of the primary reasons behind the entry into of that agreement is to raise finance; and

(xi)

the amount of any liability in respect of any guarantee, suretyship or indemnity or similar assurance against financial loss of any person in respect of any of the items referred to in paragraphs (i) to (x) above,

other than any indebtedness owed by one member of the Group to another member of the Group.

“Group” means Dubai World and its Subsidiaries.

“Subsidiary” means an entity of which a person has direct or indirect control or owns directly or indirectly more than 50% of the voting capital or similar right of ownership and control for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise.

(d)	The “Credit Event upon Merger” provisions of Section 5(b)(iv)

will not apply to Party A and

will not apply to the Counterparties

(e)	The “Automatic Early Termination” provision of Section 6(a)

will not apply to Party A and

will apply to the Counterparties

(f)	Payments on Early Termination. Section 6(e) of the Agreement shall be deleted and replaced with the following:

“6(e) Payments on Early Termination. If an Early Termination Date occurs:

(i)

an amount shall be payable by Party A to the Counterparties on the Early Termination Date equal to any Unpaid Amounts owing by Party A to the Counterparties as at such Early Termination Date;

(ii)

an amount shall be payable by the Counterparties to Party A on the Early Termination Date equal to any Unpaid Amounts owing by the Counterparties to Party A as at such Early Termination Date;

(iii)

an amount shall be payable by the Counterparties to Party A on the Early Termination Date equal to N*FRP where:

N =

the Aggregate Number of Shares under the Forward Transaction on the Early Termination Date;

FRP =

the Settlement Price under the Forward Transaction calculated by reference to a Valuation Date falling three Exchange Business Days prior to the Early Termination Date;

(iv)

an amount shall be payable by Party A to the Counterparties (or, as the case may be, by the Counterparties to Party A) on the Early Termination Date equal to the Equity Amount calculated for the purpose of the Swap Transaction in respect of the Aggregate Number of Shares under the Swap Transaction on the Early Termination Date and using the Settlement Price referred to under the definition of FRP in (iii) above, in respect of a Termination Date falling on the Early Termination Date;

If the Equity Amount is a negative amount, the Counterparties will pay the absolute value of such amount to Party A. If the Equity Amount is a positive amount, Party A will pay the absolute value of such amount to the Counterparties.


(v)	an amount shall be payable by the Counterparties to Party A equal to	FRA	*	n
		FRA	*	N

where

FRA means the Floating Rate Amount which but for the occurrence of the Early Termination Date would have been payable to Party A under the Swap Transaction on the Floating Rate Payer Payment Date immediately following the Early Termination Date;

n means the number of days from (and including) the Floating Rate Payer Payment Date in respect of the Swap Transaction immediately preceding the Early Termination Date to (but excluding) the Early Termination Date; and

N means the number of days in the Calculation Period in respect of the Swap Transaction in which the Early Termination Date falls;

(vi)

an amount shall be payable by the Counterparties to Party A on the Early Termination Date equal to the Broken Period Costs. For this purpose:

“Broken Period Costs” means any loss which would be incurred by Party A acting in good faith in a commercially reasonable manner as a result of its receiving an amount under sub-clause (v) representative of an accrued Floating Amount in respect of the Swap Transaction other than on a Floating Rate Payer Payment Date.

If on the Early Termination Date in accordance with the foregoing, amounts in the same currency would otherwise be payable under this Section 6(e) by both Party A and the Counterparties, then on such date each party’s obligation to make payment of such amount(s) will be automatically satisfied and discharged and if the aggregate amount that would otherwise have been payable by one party to the other

party under this Section 6(e) exceeds the aggregate amount that would have otherwise been payable by such other party under this Section 6(e), then there will be an obligation on the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.”

(g)	Payments on Partial Early Termination. If a Partial Early Termination Date occurs:

(i)

an amount shall be payable by the Counterparties to Party A on the Partial Early Termination Date equal to the Reduction Amount;

(ii)

an amount shall be payable by the Counterparties to Party A on the Partial Early Termination Date equal to the Broken Period Costs. For this purpose:

(h)

Additional Disruption Events. In the event of any applicable Additional Disruption Event (as set forth in the Confirmation) that results in the cancellation of either Component Transaction, each Component Transaction shall be cancelled on the same date and the aggregate Cancellation Amount in respect of the Transaction shall be an amount equal to the amount which would be payable if the date of cancellation or termination constituted an Early Termination Date.

(i)	“Termination Currency” means USD.

(j)	Additional Termination Event will apply. The following events shall constitute Additional Termination Events with respect to the Counterparties (who shall be the sole Affected Parties) pursuant to Section 5(b)(v) of the Agreement:

(i)

notwithstanding any other term of any Confirmation, the occurrence of an Extraordinary Event;

(ii)

Dubai World ceases to own, directly or indirectly, at least 100% of the voting shares in any Counterparty;

(iii)

the official closing price per Shares on the Exchange (the “closing price”) on any day is less than [***] of the closing price on the Trade Date;

(iv)

the average daily liquidity of the Shares on the Exchange as shown on Bloomberg page <MGM US><Equity><HP> over a period of 20 consecutive Exchange Business Days falls below US$ [***];

(v)

the Counterparties fail to post the requisite Cash Margin (as defined in the Pledge Agreement) within 2 Business Days of a Trigger Event (as defined in the Pledge Agreement);

[***] Confidential Treatment Requested.

(vi)

if the trading in the Shares on the Relevant Exchange is suspended for a period exceeding 2 Exchange Business Days;

(vii)

if, at any time, the LtV (as defined in the Pledge Agreement) is equal to or greater than the Trigger II Ratio (as defined in the Pledge Agreement);

(viii)

any Termination Event with respect to any Specified Transaction;

(ix)

if, at any time, the aggregate number of Shares pledged pursuant to the Pledge Agreement exceeds 9.5% of the total outstanding Shares at such time or such lesser percentage of the total outstanding Shares above which the pledge of the Shares under the Transaction Documents would require Gaming Approvals that, as of such time, have not been obtained or are not in full force and effect; and

(x)

any Gaming Authority makes a finding that any Counterparty is unqualified to hold the Shares or the occurrence of an “ICA Event” (as defined in the trust agreement entered into by each Counterparty to comply with the Gaming Laws of the State of New Jersey) or the occurrence of any other event that pursuant to applicable Gaming Laws would require any Counterparty to dispose of the Shares or a Gaming Authority in the State of New Jersey modifies or seeks to modify the Trust Agreement that, in the reasonable judgment of any Initial Bank (as defined in the Pledge Agreement) or the Collateral Agent, would be materially adverse to the interests of Party A and the Other Dealers under this Confirmation and the other Transaction Documents.

(k)	Credit Support Default. A new Section 5(a)(iii)(4) of the Agreement is inserted as follows:

“(4) any Collateral Event of Default as defined in the Pledge Agreement.”

(l)

Designation of Early Termination Date in Specified Transaction. If notice designating an Early Termination Date is provided with respect to any Specified Transaction, then upon provision of such notice an Early Termination Date with respect to this Transaction shall occur immediately on the date designated in such notice.

(m)	Failure to Pay or Deliver. In Section 5(a)(i) of the Agreement the words “third Local Business Day after” are replaced with “day that”.

(n)	Payment Date. In Section 6(d)(ii) of the Agreement the words “which is two Local Business Day after the day on which” are replaced with “that”.

(o)	Right to Terminate Following Event of Default. In Section 6(a)(i) of the Agreement the words “designate a day not earlier than the day such notice is effective” are replaced with “designate a day not earlier than the day immediately succeeding the day such notice is effective”.

(p)	Right to Terminate Following Termination Event. In Section 6(b)(iv) of the Agreement the words “designate a day not earlier than the day such notice is effective” are replaced with “designate a day not earlier than the day immediately succeeding the day such notice is effective”.

(q)

Party B as “a party” for Section 6 of the Agreement. For the avoidance of doubt, if an Event of Default or Termination Event occurs with respect to Party B-1 or Party B-2, Party B-1 and Party B-2 shall be deemed to be one and the same party (or, in the terms of the Agreement, “a party”) for purposes of Article 6 of the Agreement.

Part 2. Tax Representations

(a)	Payer Representations. For the purpose of Section 3(e) of the Agreement, each Counterparty will make the following representation:

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of the Agreement) to be made by it to the other party under the Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of the Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of the Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of the Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of the Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b)	Payee Representations. For the purpose of Section 3(f) of the Agreement, Party A and the Counterparties make no representations.

(c)	Mutual Representations. Party A and the Counterparties represent that each will treat the Transaction as a secured financing for U.S. federal income tax purposes.

Part 3. Agreement to Deliver Documents

For the purpose of Sections 4(a)(i) and (ii) of the Agreement, each party agrees to deliver the following documents, as applicable.

Documents to be delivered are:-


Party required to deliver document	Form/Document/Certificate	Date by which to be delivered	Covered by Section 3(d) Representation
Each Counterparty	Signing Authority being evidence of authority, incumbency and specimen signature of each person executing any document on its behalf in connection with the Agreement	On the signing of the Agreement and, if requested, any Confirmation including this Confirmation	Yes
Each Counterparty	Certified Resolution of the Board of Directors approving the Agreement and the arrangements contemplated herein	On the signing of the Agreement and, if requested, any Confirmation (including this Confirmation)	Yes

Counterparties	Legal opinions in form reasonably acceptable to Party A	On the signing of the Agreement and, if requested, any Confirmation (including this Confirmation)	No

Part 4. Miscellaneous

(a)	Addresses for Notices. For the purpose of Section 12(a) of the Agreement:-

Any and all notices, demands, or communications of any kind to Party A shall be transmitted exclusively through Agent at the following address:-

Address:

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, NY 10010

For payments and deliveries:


Fax:		(212) 325 8175
Telephone:		(212) 325 8678 / (212) 325 3213

For all other communications:


Fax:		(212) 326 8603
Telephone:		(212) 538 6040

Any notice or communication sent to Party A in connection with any matter arising under Section 5 or 6 will be copied to the following address:-


Address:		One Cabot Square London E14 4QJ England
Swift:		Credit Suisse International CSFP GB2L
Fax:		+ 44 (0) 20 7888 2686
Attention:		General Counsel Europe – Legal and Compliance Department

Address for notices or communications to the Counterparties:-


Address:		Infinity World Investments LLC
		c/o Dubai World
		Emirates Towers, Level 47
		Sheikh Zayed Road
		Dubai, United Arab Emirates


Attention:		Abdul Wahid A. Rahim Al Ulama, Group Chief Legal Officer
Telephone:		+971 4 3903800
Fax:		+971 4 3903810


Address:		Infinity World (Cayman) L.P.
		c/o Dubai World
		Emirates Towers, Level 47
		Sheikh Zayed Road
		Dubai, United Arab Emirates
Attention:		Abdul Wahid A. Rahim Al Ulama, Group Chief Legal Officer
Telephone:		+971 4 3903800
Fax:		+971 4 3903810

For purposes of Section 12(a) of the Agreement, notice given to either Party B-1 or Party B-2 shall constitute notice given to both Counterparties and shall be considered to have been received by both Counterparties as of the date and time of receipt by such receiving party. If notice is given to both Counterparties, such notice will be deemed effective as of the earliest date upon which it is effect with respect to either Counterparty.

(b)	Process Agent. For the purpose of Section 13(c) of the Agreement:-

Each Counterparty appoints as its Process Agent – Corporation Service Company

Address: 80 State Street, Albany NY 12207

(c)	Offices. The provisions of Section 10(a) will apply to the Agreement.

(d)	Multibranch Party. For the purpose of Section 10(c) of the Agreement:-

Party A is not a Multibranch Party.

No Counterparty is a Multibranch Party

(e)	Calculation Agent. The Calculation Agent is Party A. The failure of Party A to perform its obligations as Calculation Agent hereunder shall not be construed as an Event of Default or Termination Event.

(f)	Credit Support Document. Details of any Credit Support Document:-

In respect of Party A: Not applicable.

In respect of each Counterparty: As defined above.

(g)	Credit Support Provider. Credit Support Provider means:

(i)

in relation to Party A – Not applicable; and

(ii)

in relation to each Counterparty – the Liquidity Provider.

(i)	Netting of Payments. Sub-paragraph (ii) of Section 2(c) of the Agreement will not apply to all Transactions hereunder unless otherwise agreed in writing between the parties.

(j)	“Affiliate” will have the meaning specified in Section 14 of the Agreement.

Part 5. Other Provisions

(a)	Set-Off. The following shall be added as Section 6(f):

Any amount (the “Early Termination Amount”) payable to one party (the “Payee”) by the other party (“the Payer”) under Section 6(e), in circumstances where there is a Defaulting Party or one Affected Party in the case where a Termination Event under Section 5(b)(iv) has occurred, will, at the option of the party (“X”) other than the Defaulting Party or the Affected Party, be reduced by its set-off against any amounts (the “Other Agreement Amount”) payable (whether at such time or in the future or upon the occurrence of a contingency) by the Payee to the Payer (irrespective of the currency, place of payment or booking office of the obligation) under any other agreement(s) between the Payee and the Payer or instrument(s) or undertaking(s) issued or executed by one party to, or in favor of, the other party (and the Other Agreement Amount will be discharged promptly and in all respects to the extent it is so set-off). X will give notice as soon as reasonably practicable to the other party of any set-off effected under this Section 6(f).

For this purpose, either the Early Termination Amount or the Other Agreement Amount (or the relevant portion of such amounts) may be converted by X into the currency in which the other is denominated at the rate of exchange at which such party would be able, acting in a reasonable manner, in good faith and with the consultation of the other party, to purchase the relevant amount of such currency.

If an obligation is unascertained, X may, in good faith, estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained.

Nothing in this Section 6(f) shall be effective to create a charge or other security interest. This Section 6(f) shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

(b)	Relationship Between Parties. Each Party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):-

(i)

Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction.

(ii)

Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.

(iii)

Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.

(c)	Additional Representation. The following additional clause (g) shall be added at the end of Section 3:

“(g)

No Agency. It is entering into the Agreement and each Transaction as principal (and not as agent or in any other capacity, fiduciary or otherwise).”

(d)	Expenses. All costs and expenses (including legal fees) reasonably incurred by Party A in connection with the Transactions shall be paid by the Counterparties promptly on demand.

(e)	Deduction or withholding for tax. Section 2(d) of the Agreement shall not apply. Notwithstanding the meaning under any other paragraph of the Agreement, for the purposes of this paragraph (e), “Party A” shall include any assignee that becomes a party to this Agreement.

(A)

Any and all payments by or on account of any obligation of the Counterparties hereunder or under any other Transaction Document shall be made free and clear of and without deduction for any tax (except for (i) income or franchise taxes imposed on (or measured by) Party A or its affiliates’ net income by the United States, or by the jurisdiction under the laws of which such recipient is organized or located and (ii) any U.S. withholding tax that is imposed on amounts payable to Party A at the time Party A becomes a party to this Agreement, except to the extent that Party A (or its assignor, if any) was entitled, at the time of assignment, to receive additional amounts from any Counterparty with respect to such withholding tax pursuant to this paragraph (e), (collectively, “Excluded Taxes”)), provided that if the Counterparties shall be required to deduct any tax from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Party A or its affiliate (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Counterparties shall make such deductions and (iii) the Counterparties shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law.

(B)

The Counterparties shall jointly and severally indemnify Party A, within ten (10) days after written demand therefor, for the full amount of any tax (other than Excluded Taxes) paid by Party A on or with respect to any payment by or on account of any obligation of Party B hereunder or under any other Transaction Document (including any tax (other than Excluded

Taxes) imposed or asserted on or attributable to amounts payable under this paragraph (e)) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such taxes were correctly or legally imposed or asserted by the relevant governmental authority. A certificate as to the amount of such payment or liability delivered to Party B by Party A shall be conclusive absent manifest error.

(C)

For avoidance of doubt, any actual or deemed obligation due from Party A to Party B hereunder or pursuant to any other Transaction Document shall not be reduced by the amount of any withholding tax that may be imposed by any jurisdiction on such obligation, provided that, at the time of any such withholding imposed by the United States, Party A has received valid and appropriate IRS Forms W-8 or W-9 from Party B in form and substance satisfactory to Party A.

(f)	Amendments. Section 9(b) of the Agreement is replaced with:

“(b)

Amendments. No amendment, modification or waiver in respect of this Agreement shall be effective unless made in accordance with Section 12(c) of the Pledge Agreement.”

(g)	Waiver of Immunities. Section 13(d) of the Agreement is replaced with:

“(d)

Waiver of Immunities. Each Counterparty irrevocably waives, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction or order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees that it will not claim any such immunity in any Proceedings and that the waivers set forth in this Section shall have effect to the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States of America and are intended to be irrevocable for purposes of such Act.”

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us or by sending to us a letter substantially similar to this letter, which letter sets forth the material terms of the Transaction to which this Confirmation relates and indicates your agreement to those terms.


Confirmed as of the date first written		Sincerely yours,

/s/ Chris O’Donnell		/s/ Laura Muir
Name:	Chris O’Donnell	Name:	Laura Muir
Title:	President	Title:	Authorised Signatory



/s/ Abdul Wahid A. Rahim Al Ulama		/s/ Simon Brown
Name:	Abdul Wahid A. Rahim Al Ulama	Name:	Simon Brown
Title:	Secretary	Title:	Authorised Signatory
For and on behalf of Infinity World Investments LLC		For and on behalf of Credit Suisse International




/s/ Abdul Wahid A. Rahim Al Ulama
Name:		Abdul Wahid A. Rahim Al Ulama
Title:		Director
For and on behalf of Infinity World
(Cayman) L.P., acting by Infinity World
(Cayman) Holding, its general partner

EX-99.37 3 dex9937.htm AMENDED AND RESTATED CONFIRMATION Amended and Restated Confirmation

Exhibit 37

CONFIDENTIAL TREATMENT REQUESTED

UNDER RULE 24b-2 under the

SECURITIES EXCHANGE ACT OF 1934;

17 C.F.R. § 240.24b-2;

5 U.S.C. § 552(b)(4);

17 C.F.R. §§ 200.80(b)(4) and 200.83

[***] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A

CONFIDENTIAL TREATMENT REQUEST THAT IS

FILED SEPARATELY WITH THE COMMISSION

STRICTLY PRIVATE & CONFIDENTIAL

AMENDED AND RESTATED CONFIRMATION


				Deutsche Bank


				Deutsche Bank AG, London Branch Winchester house 1 Great Winchester St, London EC2N 2DB Telephone: 44 20 7545 8000 c/o Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Telephone: 212-250-5977 Facsimile: 212-797-8826

Date: April 21, 2008

Infinity World Investments LLC

c/o Dubai World

Emirates Towers, Level 47

Sheikh Zayed Road

Dubai, United Arab Emirates

Infinity World (Cayman) L.P.

c/o Dubai World

Emirates Towers, Level 47

Sheikh Zayed Road

Dubai, United Arab Emirates

Re: Forward/Swap Transaction

Dear Sirs:

The purpose of this Amended and Restated Confirmation (this “Confirmation”) is to set forth the terms and conditions of the transaction entered into on the date hereof among Deutsche Bank AG, London Branch (“Party A” or “DB”), Infinity World Investments LLC, a Nevada limited liability company (“Party B-1”) and Infinity World (Cayman) L.P., a Cayman Islands exempted limited partnership (“Party B-2” and together with Party B-1, “Party B” or the “Counterparties” and each, a “Counterparty”) (the “Transaction”). In this Confirmation, “Agent” or “DBSI” means Deutsche Bank Securities Inc., solely in its capacity as agent for DB and the Counterparties. This Confirmation constitutes a “Confirmation” as referred to in the ISDA Form specified below and shall supersede all or any prior written or oral agreement in relation to this Transaction. This Confirmation is an amendment and restatement of that certain confirmation (the “Original Confirmation”) entered into between Party A and Party B-1 on the Trade Date specified below.

PARTY A IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DBSI HAS ACTED SOLELY AS AGENT IN CONNECTION WITH THE TRANSACTION AND HAS NO OBLIGATION, BY WAY OF ISSUANCE, ENDORSEMENT, GUARANTEE OR OTHERWISE WITH RESPECT TO THE PERFORMANCE OF EITHER PARTY UNDER THE TRANSACTION. PARTY A IS NOT A MEMBER OF THE SECURITIES INVESTOR PROTECTION CORPORATION (SIPC).

Concurrently with the entry into the Transaction, the Counterparties have entered into substantially similar transactions (collectively, the “Other Transactions”) with each of Credit Suisse International and The Royal Bank of Scotland plc (collectively, the “Other Dealers”) on substantially similar documentation as this Confirmation.

Terms of Transaction Applicable to each Component:


Reference Number:

Trade Date:		December 13, 2007

Shares:		The common stock, par value $0.01 per share, of MGM Mirage (the “Issuer”)

Exchange:		The New York Stock Exchange, Inc.

Related Exchange:		Not Applicable

Calculation Agent:		Party A, which shall act jointly with the Other Dealers. Any Calculation Agent determination hereunder shall be the same as the determination made by Party A and the Other Dealers in their capacities as joint calculation agents under the Other Transactions.

Business Days:		New York

Business Day Convention:		Modified Following (which shall apply to any date referred to in this Confirmation that falls on a day that is not a Business Day).

Valuation Time:		Scheduled Closing Time

Valuation Date:		The Business Day immediately prior to the Cash Settlement Payment Date. Notwithstanding Section 6.2 of the Equity Definitions, Section 6.6 of the Equity Definitions shall not apply to this Transaction.

Dividend:		No dividend related payments or adjustments shall be made under the Transaction.


Optional Early Termination:		Notwithstanding any other termination provision contained in this Confirmation or the Agreement, and so long as no Termination Event or Event of Default (as such terms are defined in the Agreement) shall have occurred and then be continuing with respect to which either Counterparty is the Defaulting Party or Sole Affected Party, Party B may terminate this Transaction (i) in whole on any Business Day (the “Optional Termination Date”) or (ii) in part (provided that any partial termination at any time shall be in respect of an amount not less than US$ 25,000,000 and may be treated as a Reduction Amount or a reduction of the undrawn Facility Amount at such time in the discretion of Party B and as specified in the Optional Termination Notice (as defined below)) on any Business Day (the “Partial Early Termination Date”) upon (x) prior written notice to Party A (an “Optional Termination Notice”) no later than 10:00 AM, New York City time, on the day that is four Business Days prior to the Optional Termination Date or Partial Early Termination Date (as applicable), (y) in the case of termination in whole, payment in immediately available funds of an amount equal to the amount due under Section 6(e) of the Agreement as if the Optional Termination Date were an Early Termination Date, the Transaction were the sole Affected Transaction and the Counterparties were the sole Affected Parties and, if the Optional Termination Date occurs on or prior to the Termination Fee Date, payment in immediately available funds of the Early Termination Fee and (z) in the case of termination in part only, payment in immediately available funds of an amount equal to the amount due under Part 1(g) of the Termination Provisions in this Confirmation and, if the Partial Early Termination Date occurs on or prior to the Termination Fee Date, payment in immediately available funds of the Partial Early Termination Fee.

Facility Amount:		At any time, US$ 400,000,000 minus the amount of any partial termination of the Facility Amount pursuant to any Optional Early Termination, the Partial Early Termination Date with respect to which has occurred prior to such time.


Reduction Amount:		For each Partial Early Termination Date, the principal amount paid by Party B to Party A to effect a partial Optional Early Termination as specified in the Optional Termination Notice. For the avoidance of doubt, the Reduction Amount shall not include any Broken Period Costs payable in accordance with Part 1(g)(ii) of the Termination Provisions in this Confirmation.

Early Termination Fee:		An amount equal to the present value (discounted from the Termination Fee Date at the applicable USD swap rate as determined by the Calculation Agent) of an amount equal to the product of (i) the Spread used to calculate the Floating Amount in respect of the Swap Transaction, (ii) the Aggregate Prepayment Amount as of the Optional Termination Date and (iii) a fraction, the numerator of which equals the number of days during the period from, and including, the Optional Termination Date to, but excluding, the Termination Fee Date and the denominator of which equals 360. For the avoidance of doubt, no Early Termination Fee shall be payable if the Optional Termination Date occurs after the Termination Fee Date.

Partial Early Termination Fee:		An amount equal to the present value (discounted from the Termination Fee Date at the applicable USD swap rate as determined by the Calculation Agent) of an amount equal to the product of (i) the Spread used to calculate the Floating Amount in respect of the Swap Transaction, (ii) the Reduction Amount as of the Partial Early Termination Date and (iii) a fraction, the numerator of which equals the number of days during the period from, and including, the Partial Early Termination Date to, but excluding, the Termination Fee Date and the denominator of which equals 360. For the avoidance of doubt, no Partial Early Termination Fee shall be payable if the Partial Early Termination Date occurs after the Termination Fee Date.


Termination Fee Date:		The date that is (a) if the Final Prepayment Date occurs within 90 days of the Trade Date, [*] from the first Prepayment Date with respect to the Forward Transaction and (b) if the Final Prepayment Date has not occurred within 90 days of the Trade Date, [*] from first Prepayment Date with respect to the Forward Transaction.

Effect of Optional Early Termination:		For the avoidance of doubt, the Optional Termination Date shall be deemed to be an Early Termination Date for purposes of the Agreement without the need for any additional delivery of termination notice pursuant to Section 6(b) of the Agreement and the Early Termination Fee shall be considered an Unpaid Amount only in the case of Optional Early Termination occurring prior to the Termination Fee Date for purposes of calculating payments to be made pursuant to Section 6(e) of the Agreement. For the avoidance of doubt, any amount payable in connection with a Partial Early Termination Date shall be a payment due under Section 2(a) of the Agreement.
Adjustments:

Method of Adjustment:		Calculation Agent Adjustment. For the avoidance of doubt, the specified dollar and share amounts appearing in the definitions of Prepayment Amount, Prepayment Date and Number of Pledged Shares each shall be subject to Calculation Agent Adjustment pursuant to Section 11.2 of the Equity Definitions. However, no adjustments shall be made if the effect of such adjustment is to change the Prepayment Amount, the Floating Amounts or the First Fixed Amount or Second Fixed Amount to be paid or payable by Party B, or the aggregate value of the Number of Pledged Shares.

[***] Confidential Treatment Requested.


Extraordinary Events:

Consequences of Merger Events:

Share-for-Share:		Alternative Obligation

Share-for-Other:		Alternative Obligation

Share-for-Combined:		Component Adjustment

Tender Offer:		Applicable; provided that in the definition of “Tender Offer” the words “greater than 10%” are replaced with “greater than 35%.”

Consequences of Tender Offers:

Share-for-Share:		Calculation Agent Adjustment

Share-for-Other:		Calculation Agent Adjustment

Share-for-Combined:		Calculation Agent Adjustment

Nationalization, Insolvency or Delisting:		Cancellation and Payment

Additional Disruption Events:

Change in Law:		Applicable; provided that any event described in clause (Y) thereof shall not be an Additional Disruption Event but rather Party B shall pay Party A an additional amount as will compensate Party A for such increased costs incurred. The Cancellation Amount shall be determined in accordance with Part I, paragraph (h) of “Supplemental Provisions” in this Confirmation.

Failure to Deliver:		Not Applicable

Hedging Disruption:		Not Applicable

Insolvency Filing:		Applicable. The Cancellation Amount shall be determined in accordance with Part 1, paragraph (h) of “Supplemental Provisions” in this Confirmation.


Increased Cost of Hedging:		Not Applicable

Loss of Stock Borrow:		Not Applicable

Increased Cost of Stock Borrow:		Not Applicable

Other Provisions:

(a) Non-Reliance:		Applicable

(b) Agreements and Acknowledgements Regarding Hedging Activities		Applicable

(c) Additional Acknowledgements:		Applicable

Other Terms Applicable to the Forward Transaction:


General Terms

Buyer:		Party A

Seller:		Counterparties

Prepayment:		Applicable

Prepayment Dates:		Each date on or before the Final Potential Prepayment Date, as set out in the related Prepayment Notice; provided that, without limiting the generality of the foregoing or of the provisions set forth below opposite the caption, “Prepayment Amount,” following the first Prepayment Date occurring on or immediately following the Amendment Effective Date, no additional Prepayment Date shall occur unless as of each such additional Prepayment Date, if any, the Applicable Reference Price shall be higher than the Applicable Reference Price as of the immediately preceding Prepayment Date.

Final Prepayment Date:		The date on which the Aggregate Prepayment Amount shall be equal to the Facility Amount.



Prepayment Notice:		Not later than 12:00 noon (New York City time) three Business Days prior to each Prepayment Date ( the “Prepayment Notice Date”), the applicable Counterparty will provide Collateral Agent with a Prepayment Notice in the form of Exhibit E to the Pledge Agreement.

Final Potential Prepayment Date:		The [***] calendar day following the Trade Date, subject to the Following Business Day Convention; provided that, if Party B requests an extension of the Final Potential Prepayment Date, Party A and the Other Dealers agree to consider such request in good faith without the payment of any additional upfront fee, structuring fee or similar fee.

[***] Confidential Treatment Requested.


Prepayment Amount:		On each Prepayment Date, Party A shall pay to the applicable Counterparty (through the Collateral Agent) the requested Prepayment Amount, provided that each Prepayment Amount shall be equal to the least of: (i) 50% multiplied by the Number of Pledged Shares multiplied by the Applicable Reference Price multiplied by the Applicable Portion; (ii) $ 42.25 multiplied by the Number of Pledged Shares multiplied by the Applicable Portion; and (iii) an amount such that following the payment of such Prepayment Amount and the “Prepayment Amounts” under the Other Transactions, the LtV (as defined in the Pledge Agreement) shall not exceed 50%; provided further that, if on any Prepayment Date the aggregate number of Shares pledged pursuant to the Pledge Agreement prior to such date is equal to or greater than 26,048,738 Shares (the “Minimum Pledged Shares”), Party A may elect that the Number of Pledged Shares shall be zero and, in such case, the Prepayment Amount shall be equal to the lesser of: (a) an amount such that following the payment of such Prepayment Amount and the “Prepayment Amounts” under the Other Transactions, (x) the sum of the Aggregate Prepayment Amounts under this Transaction and the Other Transactions divided by (y) the aggregate number of Shares pledged pursuant to the Pledge Agreement prior to such date and held in pledge as of such date, shall not exceed $46.07 (which, for the avoidance of doubt, is the amount determined by dividing (x) the Facility Amount by (y) the Minimum Pledged Shares); and (b) the amount determined pursuant to preceding clause (iii); provided further that, for the avoidance of doubt, the Aggregate Prepayment Amount shall be limited to the Facility Amount; provided further that if the Prepayment Amount (as determined in accordance with the foregoing proviso) in respect of any Prepayment Date other than the Final Prepayment Date would be less than US$ 75,000,000 multiplied by the Applicable Portion, then such request shall not be effective and Party A shall not be required to make any payment of a Prepayment Amount with respect thereto.

Applicable Portion:		1/3 (one-third)


Aggregate Prepayment Amount:		At any time, the sum of all Prepayment Amounts paid to Party B hereunder (which sum shall be limited to the Facility Amount) less the sum of all Reduction Amounts paid prior to such time.

Number of Pledged Shares:		On or before each Prepayment Date, Party B will pledge the Number of Pledged Shares specified in the Prepayment Notice to the Collateral Agent under the Pledge Agreement (as defined below); provided that, if on any Prepayment Date the aggregate number of Shares pledged pursuant to the Pledge Agreement prior to such date is equal to 9.5% of the total outstanding Shares as of such date, the Number of Pledged Shares shall be zero.

Applicable Reference Price:		As of any Prepayment Date, the official closing price of the Shares on the Exchange on the Exchange Business Day immediately preceding such Prepayment Date.

Number of Shares:		For any Prepayment Date, the Prepayment Amount divided by the Applicable Reference Price. The “Aggregate Number of Shares” is the sum of the Number of Shares for all Prepayment Dates.

Settlement Terms:

Variable Obligation:		Not Applicable

Cash Settlement:		Applicable; provided that Section 8.5(d) shall be amended by inserting the word “Aggregate” prior to the words “Number of Shares.”

Cash Settlement Payment Date:		The 364^th calendar day following the Trade Date. If such day is not a Business Day the Cash Settlement Payment Date shall be the immediately preceding Business Day.

Settlement Price:		The official closing price of the Shares on the Exchange on the Valuation Date or if such price is not published by the Exchange, the most recent official closing price of such Shares prior to such Valuation Date.

Other Terms Applicable to the Swap Transaction:


General Terms:

Effective Date:		The first Prepayment Date with respect to the Forward Transaction.

Termination Date:		The Cash Settlement Payment Date with respect to the Forward Transaction.

Equity Amounts:

Equity Amount Payer:		Party A

Equity Amount Receiver:		Party B

Equity Notional Reset:		Not Applicable

Type of Return:		Price Return

Equity Amount:		Notwithstanding Section 8.7 of the Equity Definitions, the amount equal to (x) the product of the Aggregate Number of Shares and the Final Price minus (y) the product of the Aggregate Number of Shares and the Initial Price. If the Equity Amount is a negative amount, Party B will pay the absolute value of such amount to Party A. If the Equity Amount is a positive amount, Party A will pay the absolute value of such amount to Party B.

Final Price:		The Settlement Price with respect to the Forward Transaction.

Initial Price:		The Aggregate Prepayment Amount divided by the Aggregate Number of Shares, as defined in the Forward Transaction.

Floating Amounts:

Floating Rate Payer:		Party B


Floating Rate Payer Payment Dates:		March 1, 2008, June 1, 2008, September 1, 2008 and the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention.

Notional Amount:		Subject to the succeeding sentence, for each Floating Rate Payer Payment Date, the weighted average of the Aggregate Prepayment Amount with respect to the Forward Transaction for the Calculation Period ending on but excluding that Floating Rate Payer Payment Date. The calculation of the weighted average of the Aggregate Prepayment Amount shall (i) be based on the number of calendar days in such Calculation Period, (ii) exclude any Prepayment Amounts used to calculate Initial Interest Amounts on such Floating Rate Payer Payment Date and (iii) only be reduced by Reduction Amounts to the extent such amounts have not been applied to reduce Prepayment Amounts made during such Calculation Period in accordance with paragraph (ii) under Initial Interest Amounts.

Floating Rate Option:		USD-LIBOR-BBA

Designated Maturity:		3 months

Spread:		As specified in Schedule I hereto.

Floating Rate Day Count Fraction:		Actual/360

Reset Dates:		The first day of each Calculation Period.


Initial Interest Amounts:		In addition to any Floating Amounts calculated in accordance with the foregoing provisions of this section, Party B shall pay to Party A on each Floating Rate Payer Payment Date an initial interest amount in respect of each Prepayment Amount made during the immediately preceding Calculation Period. Such initial interest amount shall be calculated separately for each Prepayment Amount as if (i) the Notional Amount were equal to such Prepayment Amount (except that, to the extent there are Reduction Amounts during the Calculation Period referred to in (ii), such Reduction Amounts shall be applied to reduce such Prepayment Amount (until such Prepayment Amount is reduced to zero) and the Notional Amount will be computed on the weighted average of such Prepayment Amount based on the number of calendar days in the Calculation Period referred to in (ii)), (ii) the Calculation Period were the period from, and including, the related Prepayment Date to, but excluding, the succeeding Floating Rate Payer Payment Date, (iii) the Floating Rate were equal to USD-LIBOR-BBA plus the Spread, (iv) the Reset Date were the Prepayment Date and Linear Interpolation applicable and (v) the Floating Rate Day Count Fraction were Actual/360.

First Fixed Amount Payable by Party B:

First Fixed Rate Payer:		Party B

Notional Amount:		On each day during the First Fixed Amount Calculation Period, the excess, if any, of the Facility Amount over the Aggregate Prepayment Amount as of such day. To the extent such excess changes during the First Fixed Amount Calculation Period, the Notional Amount will be computed on the weighted average of such excess based on the number of calendar days in the First Fixed Amount Calculation Period.

First Fixed Rate Payer Payment Date:		The earliest of (a) the 120^th calendar day following the Trade Date, (b) an Early Termination Date and (c) the Final Prepayment Date, subject, in each case, to the Following Business Day Convention.

First Fixed Amount Calculation Period:		The period from, and including, the Trade Date to, but excluding, the First Fixed Rate Payer Payment Date.

First Fixed Rate:		[***] of the Spread used to calculate the Floating Amount.

[***] Confidential Treatment Requested.


First Fixed Rate Day Count Fraction:		Actual/360

Second Fixed Amount Payable by Party B:

Second Fixed Rate Payer:		Party B

Notional Amount:		On each day during the Second Fixed Amount Calculation Period, if and to the extent an Early Termination Date has not occurred prior to the date that is 120 calendar days after the Trade Date, the excess, if any, of the Facility Amount over the Aggregate Prepayment Amount as of such day. To the extent such excess changes during the Second Fixed Amount Calculation Period, the Notional Amount will be computed on the weighted average of such excess based on the number of calendar days in the Second Fixed Amount Calculation Period.

Second Fixed Rate Payer Payment Date:		The earliest of (a) the 180^th calendar day following the Trade Date, (b) an Early Termination Date occurring after the date that is 120 calendar days after the Trade Date and (c) the Final Prepayment Date occurring after the date that is 120 calendar days after the Trade Date, subject, in each case, to the Following Business Day Convention.

Second Fixed Amount Calculation Period:		The period from, and including, the date that is 120 calendar days after the Trade Date to, but excluding, the Second Fixed Rate Payer Payment Date.

Second Fixed Rate:		[***] of the Spread used to calculate the Floating Amount.

Second Fixed Rate Day Count Fraction:		Actual/360

Settlement:

Cash Settlement:		Applicable

Settlement Currency:		USD

Cash Settlement Payment Date:		Termination Date

[***] Confidential Treatment Requested.

Additional Provisions Applicable to each Component:

Conditions to Effectiveness of this Confirmation:

The effectiveness of the Original Confirmation occurred on the Trade Date. Each of the following agreements was entered into as of the Trade Date: (i) a Pledge Agreement (the “Original Pledge Agreement”) dated as of the Trade Date among Party B-1, as Pledgor, Party A and the Other Dealers, the other banks from time to time party thereto, and Deutsche Bank Trust Company Americas, as Collateral Agent (the “Collateral Agent”), (ii) a securities account control agreement dated as of the Trade Date among Party B-1, as entitlement holder, the Collateral Agent and Deutsche Bank Trust Company Americas, as securities intermediary (the “Original Infinity Securities Account Control Agreement”) and (iii) a Liquidity Agreement (the “Original Liquidity Agreement”) dated as of the Trade Date among Dubai World, as Liquidity Provider (the “Liquidity Provider”), Party B-1, Party A, the Other Dealers, the other banks from time to time party thereto and the Collateral Agent. Each of the following documents was entered into as of December 17, 2007: (i) a Trust Agreement dated as of December 17, 2007 (the “Original NJ Trust Agreement”) among Party B-1 and Frank Catania, as trustee (the “New Jersey ICA Trustee”), (ii) a New Jersey ICA Securities Account Control Agreement dated as of December 17, 2007 among Party B-1, Frank Catania, as New Jersey ICA Trustee and Deutsche Bank Trust Company Americas as Collateral Agent and securities intermediary (the “Original NJ Control Agreement”) and (iii) a Collateral Disposition and Forbearance Agreement dated as of December 17, 2007 among Party B-1, Frank Catania, as New Jersey ICA Trustee and the Collateral Agent (the “Original Collateral Disposition and Forbearance Agreement”).

(e) an amended and restated securities account control agreement dated as of April 21, 2008 among the New Jersey ICA Trustee, as entitlement holder, the Counterparties, the Collateral Agent and Deutsche Bank Trust Company Americas, as securities intermediary, substantially in the form of Exhibit F-2 to the Pledge Agreement (the “New Jersey ICA Securities Account Control Agreement”) shall have been executed and delivered by all parties thereto in respect of the Original NJ Control Agreement;

(i) Party A shall have received a legal opinion of Allen & Overy LLP, counsel to the Secured Parties, on certain matters under the laws of England and Wales.

Conditions to Party A’s Payment Obligation:

(a) The obligation of Party A to pay the Prepayment Amount on any Prepayment Date is subject to the satisfaction of the following conditions:

Amendment and Restatement

with the terms of Part 5, Section (f) of the Original Confirmation and Section 12(c) of the Original Pledge Agreement. In addition, unless specifically amended hereby or by the amended and restated Security Documents, upon the Amendment Effective Date, each of the Transaction Documents (including, without limitation, the Exhibits and Schedules to the Original Confirmation) shall continue in full force and effect and, from and after the Amendment Effective Date, all references to the “Confirmation” contained therein shall be deemed to refer to this amended and restated Confirmation.

Obligations Joint and Several:

Each Counterparty agrees that (i) subject to Section 19 of the Pledge Agreement, all Obligations (as defined in the Pledge Agreement) of the Counterparties shall be joint and several obligations of both Counterparties and (ii) any right or remedy of Party B hereunder or any notice that may be given by Party B hereunder may be exercised or given by either Counterparty and such exercise or notice shall be binding on both Counterparties. For the avoidance of doubt, the security interests and liens granted by each Counterparty pursuant to the Credit Support Documents, including, without limitation, the Shares pledged thereunder, shall secure the obligations of both Counterparties under the Transaction Documents.

Representations and Warranties of the Counterparties:

Each Counterparty hereby represents and warrants to Party A as of the date hereof:

(a) It is not on the date hereof in possession of any material non-public information regarding the Issuer or the Shares.

(e) It possesses, has read, and understands the terms and provisions of the Agreement, the 2006 Definitions and the Equity Definitions.

Eligible Contract Participant:

U.S. Private Placement Representations:

Each of Party A and each Counterparty hereby represents and warrants to the other party as of the date hereof that:

Gaming Law Representations and Warranties:

Each Counterparty hereby represents and warrants to Party A as of the date hereof and on each Prepayment Date:

The following definitions apply for the sections entitled “Gaming Law Representations and Warranties” and “Gaming Law Covenants”:

“Gaming Laws” means the provisions of all state, federal or local laws governing the gaming activities of the Issuer or any of its subsidiaries or affiliate companies or any Counterparty’s interest therein, all regulations of any Gaming Authority promulgated thereunder, as amended from time to time, all applicable policies, procedures and positions adopted, implemented or enforced by any Gaming Authority, whether formal or informal, and all other laws, statutes, rules, rulings, orders, ordinances, regulations and other legal requirements of any Gaming Authority.

“Secured Parties” means, collectively, Party A and other banks and agents party to the Pledge Agreement.

Gaming Law Covenants:

Shares pursuant to the Pledge Agreement or the Liquidity Agreement and the assignment of the rights of the Secured Parties under the Transaction Documents to Dubai World pursuant to the Liquidity Agreement), and shall promptly execute any and all such instruments and documents, deliver any certificates and do all such other acts or things deemed necessary, appropriate or desirable by the Gaming Authorities to obtain such Gaming Approvals.

(b) Subject to the regulatory process described in Schedule II hereto, on or before the Trade Date, the Counterparties will submit or cause to be submitted complete Gaming Applications, filings and other submissions required by the Gaming Authorities or pursuant to any Gaming Laws which are required to be filed or submitted by the Trade Date in order to obtain all Gaming Approvals necessary to cause or maintain the effectiveness of any Transaction Document and to confer the full benefits, rights and powers granted therein to the Secured Parties. The Counterparties will timely pay all Gaming Application fees, investigative fees and costs required by the Gaming Authorities with respect to these approvals and licenses. The Counterparties will diligently and comprehensively respond to any inquiries and requests from the Gaming Authorities and promptly file or cause to be filed any additional information required in connection with such Gaming Applications or filings as soon as practicable after receipt of requests therefore.

Transaction Documents. In addition, the Counterparties shall promptly notify Party A in writing should any Counterparty or any of its Subsidiaries or Affiliates (i) become informed by any Gaming Authority of any materially adverse action, investigation or review to be taken by any Gaming Authority or (ii) become aware of any actual or proposed change in Gaming Laws that could reasonably be expected to have a Material Adverse Effect.

Counterparty Reporting Obligations:

Securities Contract:

Assignment:

Non-Confidentiality:

Matters relating to Party A and Agent:

(a) Agent shall act as “agent” for Party A and the Counterparties in connection with the Transaction.

(b) Agent will furnish to the Counterparties upon written request a statement as to the source and amount of any remuneration received or to be received by Agent in connection herewith.

(c) Agent has no obligation hereunder, by guaranty, endorsement or otherwise, with respect to performance of Party A’s obligations hereunder or under the Agreement.

(d) Party A is not a member of the Securities Investor Protection Corporation.

Governing Law:

Miscellaneous:

(c) Any provision of this Confirmation may be waived if, and only if, such waiver is in writing and signed by the party against whom the waiver is to be effective.

(e) Whenever delivery of funds or other assets is required hereunder by or to the Counterparties, such delivery shall be effected through DBSI. In addition, all notices, demands and communications of any kind relating to the Transaction between Party A and the Counterparties shall be transmitted exclusively through DBSI.


Account Details:

Account for payments to Party A:

Account Name:		Deutsche Bank Securities Inc.

Account With:		Bank of New York [***]

Account No:		[***]

FFC:		[***]

Account for payments to the Counterparties (unless otherwise specified):

Account Name:		Infinity World Investments LLC

Account With:		RBOSGB2L - Royal Bank of Scotland

Account No:		[***]

Intermediary Bank:		CHASUS33

Account with account number:		[***] (this is RBS’s account number with Chase)

[***] Confidential Treatment Requested.

Supplemental Provisions:

The following provisions supplement and amend the provisions of the ISDA Form:

Part 1. Termination Provisions

(a)	“Specified Entity” means in relation to Party A for the purpose of:-

Section 5(a) (v) Not Applicable

Section 5(a) (vi) Not Applicable

Section 5(a) (vii) Not Applicable

Section 5(b) (iv) Not Applicable

and in relation to the Counterparties for the purpose of:-

Section 5(a) (v) Dubai World and its Material Subsidiaries

Section 5(a) (vi) Dubai World and its Material Subsidiaries

Section 5(a) (vii) Dubai World and its Material Subsidiaries

Section 5(b) (iv) Dubai World and its Material Subsidiaries

(b)	“Specified Transaction” will have the meaning specified in Section 14 of the Agreement and shall also include, without limitation, the forward transactions and swap transactions set forth in the Other Transactions with the Other Dealers.

(c)	The “Cross Default” provisions of Section 5(a)(vi) will not apply to Party A will apply to the Counterparties

Cross Default. Section 5(a)(vi) is deleted and replaced with the following:

“(vi) Cross Default. If “Cross Default” is specified in this Confirmation as applying to the party, the occurrence or existence of:

(A) Any Specified Indebtedness of any Specified Entity is not paid when due nor within any originally applicable grace period.

(B) Any Specified Indebtedness of any Specified Entity is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

Each of the above events shall constitute a cross default (“Cross Default”).

“Specified Indebtedness” means, instead of the definition thereof in Section 14 of the Agreement, any indebtedness for or in respect of:

(i)

moneys borrowed;

(ii)

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(iii)

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(iv)

(v)

(vi)

(vii)

(viii)

(ix)

any amount raised by the issue of shares redeemable on or prior to the Termination Date;

(x)

any amount of any liability under an advance or deferred purchase agreement if one of the primary reasons behind the entry into of that agreement is to raise finance; and

(xi)

other than any indebtedness owed by one member of the Group to another member of the Group.

“Group” means Dubai World and its Subsidiaries.

(d)	The “Credit Event upon Merger” provisions of Section 5(b)(iv) will not apply to Party A and will not apply to the Counterparties

(e)	The “Automatic Early Termination” provision of Section 6(a) will not apply to Party A and will apply to the Counterparties

(f)	Payments on Early Termination. Section 6(e) of the Agreement shall be deleted and replaced with the following:

“6(e) Payments on Early Termination. If an Early Termination Date occurs:

(i)

an amount shall be payable by Party A to the Counterparties on the Early Termination Date equal to any Unpaid Amounts owing by Party A to the Counterparties as at such Early Termination Date;

(ii)

an amount shall be payable by the Counterparties to Party A on the Early Termination Date equal to any Unpaid Amounts owing by the Counterparties to Party A as at such Early Termination Date;

(iii)

an amount shall be payable by the Counterparties to Party A on the Early Termination Date equal to N*FRP where:

= the Aggregate Number of Shares under the Forward Transaction on the Early Termination Date;

FRP

= the Settlement Price under the Forward Transaction calculated by reference to a Valuation Date falling three

Exchange Business Days prior to the Early Termination Date;

(iv)


(v) an amount shall be payable by the Counterparties to Party A equal to	FRA	*	n
	FRA	*	N

where

N means the number of days in the Calculation Period in respect of the Swap Transaction in which the Early Termination Date falls;

(vi)

an amount shall be payable by the Counterparties to Party A on the Early Termination Date equal to the Broken Period Costs. For this purpose:

(g)	Payments on Partial Early Termination. If a Partial Early Termination Date occurs:

(i)

an amount shall be payable by the Counterparties to Party A on the Partial Early Termination Date equal to the Reduction Amount;

(ii)

an amount shall be payable by the Counterparties to Party A on the Partial Early Termination Date equal to the Broken Period Costs. For this purpose:

(h)

(i)	“Termination Currency” means USD.

(j)	Additional Termination Event will apply. The following events shall constitute Additional Termination Events with respect to the Counterparties (who shall be the sole Affected Parties) pursuant to Section 5(b)(v) of the Agreement:

(i)

notwithstanding any other term of any Confirmation, the occurrence of an Extraordinary Event;

(ii)

Dubai World ceases to own, directly or indirectly, at least 100% of the voting shares in any Counterparty;

(iii)

the official closing price per Shares on the Exchange (the “closing price”) on any day is less than [***] of the closing price on the Trade Date;

(iv)

the average daily liquidity of the Shares on the Exchange as shown on Bloomberg page <MGM US><Equity><HP> over a period of 20 consecutive Exchange Business Days falls below US$ [***];

(v)

the Counterparties fail to post the requisite Cash Margin (as defined in the Pledge Agreement) within 2 Business Days of a Trigger Event (as defined in the Pledge Agreement);

[***] Confidential Treatment Requested.

(vi)

if the trading in the Shares on the Relevant Exchange is suspended for a period exceeding 2 Exchange Business Days;

(vii)

if, at any time, the LtV (as defined in the Pledge Agreement) is equal to or greater than the Trigger II Ratio (as defined in the Pledge Agreement);

(viii)

any Termination Event with respect to any Specified Transaction;

(ix)

(x)

(k)	Credit Support Default. A new Section 5(a)(iii)(4) of the Agreement is inserted as follows:

“(4) any Collateral Event of Default as defined in the Pledge Agreement.”

(l)

(m)	Failure to Pay or Deliver. In Section 5(a)(i) of the Agreement the words “third Local Business Day after” are replaced with “day that”.

(n)	Payment Date. In Section 6(d)(ii) of the Agreement the words “which is two Local Business Day after the day on which” are replaced with “that”.

(o)	Right to Terminate Following Event of Default. In Section 6(a)(i) of the Agreement the words “designate a day not earlier than the day such notice is effective” are replaced with “designate a day not earlier than the day immediately succeeding the day such notice is effective”.

(p)	Right to Terminate Following Termination Event. In Section 6(b)(iv) of the Agreement the words “designate a day not earlier than the day such notice is effective” are replaced with “designate a day not earlier than the day immediately succeeding the day such notice is effective”.

(q)

Part 2. Tax Representations

(a)	Payer Representations. For the purpose of Section 3(e) of the Agreement, each Counterparty will make the following representation:

(b)	Payee Representations. For the purpose of Section 3(f) of the Agreement, Party A and the Counterparties make no representations.

(c)	Mutual Representations. Party A and the Counterparties represent that each will treat the Transaction as a secured financing for U.S. federal income tax purposes.

Part 3. Agreement to Deliver Documents

For the purpose of Sections 4(a)(i) and (ii) of the Agreement, each party agrees to deliver the following documents, as applicable.

Documents to be delivered are:-


Party required to deliver document	Form/Document/Certificate	Date by which to be delivered	Covered by Section 3(d) Representation
Each Counterparty	Signing Authority being evidence of authority, incumbency and specimen signature of each person executing any document on its behalf in connection with the Agreement	On the signing of the Agreement and, if requested, any Confirmation including this Confirmation	Yes

Each Counterparty	Certified Resolution of the Board of Directors approving the Agreement and the arrangements contemplated herein	On the signing of the Agreement and, if requested, any Confirmation (including this Confirmation)	Yes

Counterparties	Legal opinions in form reasonably acceptable to Party A	On the signing of the Agreement and, if requested, any Confirmation (including this Confirmation)	No

Part 4. Miscellaneous

(a)	Addresses for Notices. For the purpose of Section 12(a) of the Agreement:-


Address for notices or communications to Party A:-

Address:		Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005

Attention:		Andrew Yeager / Lee Frankenfield
Fax:		212-797-9344 / 212-797-9362
Telephone:		212-250-2717 / 212-250-4942

Address for notices or communications to the Counterparties:-

Address:		Infinity World Investments LLC c/o Dubai World Emirates Towers, Level 47 Sheikh Zayed Road Dubai, United Arab Emirates
Attention:		Abdul Wahid A. Rahim Al Ulama, Group Chief Legal Officer
Telephone:		+971 4 3903800
Fax:		+971 4 3903810

Address:		Infinity World (Cayman) L.P. c/o Dubai World Emirates Towers, Level 47 Sheikh Zayed Road Dubai, United Arab Emirates

Attention:		Abdul Wahid A. Rahim Al Ulama, Group Chief Legal Officer
Telephone:		+971 4 3903800
Fax:		+971 4 3903810

(b)	Process Agent. For the purpose of Section 13(c) of the Agreement:-

Each Counterparty appoints as its Process Agent–Corporation Service Company

Address: 80 State Street, Albany NY 12207

(c)	Offices. The provisions of Section 10(a) will apply to the Agreement.

(d)	Multibranch Party. For the purpose of Section 10(c) of the Agreement:-

Party A is a Multibranch Party and may act through the following Offices:

Its New York, London, Tokyo, Paris, Singapore, Brussels, Sydney, Amsterdam, Vienna, Canada (Toronto) New Zealand (Auckland) and Zurich Branches and its Frankfurt Head Office

No Counterparty is a Multibranch Party

(e)	Calculation Agent. The Calculation Agent is Party A. The failure of Party A to perform its obligations as Calculation Agent hereunder shall not be construed as an Event of Default or Termination Event.

(f)	Credit Support Document. Details of any Credit Support Document:-

In respect of Party A: Not applicable.

In respect of each Counterparty: As defined above.

(g)	Credit Support Provider. Credit Support Provider means:

(i)

in relation to Party A – Not applicable; and

(ii)

in relation to each Counterparty – the Liquidity Provider.

(i)	Netting of Payments. Sub-paragraph (ii) of Section 2(c) of the Agreement will not apply to all Transactions hereunder unless otherwise agreed in writing between the parties.

(j)	“Affiliate” will have the meaning specified in Section 14 of the Agreement.

Part 5. Other Provisions

(a)	Set-Off. The following shall be added as Section 6(f):

(b)	Relationship Between Parties. Each Party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):-

(i)

(ii)

(iii)

Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.

(c)	Additional Representation. The following additional clause (g) shall be added at the end of Section 3:

“(g)

No Agency. It is entering into the Agreement and each Transaction as principal (and not as agent or in any other capacity, fiduciary or otherwise).”

(d)	Expenses. All costs and expenses (including legal fees) reasonably incurred by Party A in connection with the Transactions shall be paid by the Counterparties promptly on demand.

(e)	Deduction or withholding for tax. Section 2(d) of the Agreement shall not apply. Notwithstanding the meaning under any other paragraph of the Agreement, for the purposes of this paragraph (e), “Party A” shall include any assignee that becomes a party to this Agreement.

(A)

(B)

(C)

(f)	Amendments. Section 9(b) of the Agreement is replaced with:

“(b)

Amendments. No amendment, modification or waiver in respect of this Agreement shall be effective unless made in accordance with Section 12(c) of the Pledge Agreement.”

(g)	Waiver of Immunities. Section 13(d) of the Agreement is replaced with:

“(d)


Confirmed as of the date first written				Sincerely yours,

/s/ Chris O’Donnell				/s/ Lee Frankenfield
Name: Chris O’Donnell				Name: Lee Frankenfield
Title: President				Title: Managing Director

/s/ Abdul Wahid A. Rahim Al Ulama				/s/ Sunil Hariani
Name: Abdul Wahid A Rahim Al Ulama				Name: Sunil Hariani
Title: Secretary				Title: Director
For and on behalf of Infinity World Investments LLC				For and on behalf of Deutsche Bank AG, London Branch

/s/ Abdul Wahid A. Rahim Al Ulama				/s/ Lee Frankenfield
Name: Abdul Wahid A Rahim Al Ulama				Name: Lee Frankenfield
Title: Director				Title: Managing Director
For and on behalf of Infinity World (Cayman) L.P., acting by Infinity World (Cayman) Holding, its general partner

				/s/ Sunil Hariani
				Name: Sunil Hariani
				Title: Director
				For and on behalf of Deutsche Bank Securities Inc., acting solely as Agent in connection with the Transaction

EX-99.38 4 dex9938.htm AMENDED AND RESTATED CONFIRMATION Amended and Restated Confirmation

Exhibit 38

CONFIDENTIAL TREATMENT REQUESTED

UNDER RULE 24b-2 under the

SECURITIES EXCHANGE ACT OF 1934;

17 C.F.R. § 240.24b-2;

5 U.S.C. § 552(b)(4);

17 C.F.R. §§ 200.80(b)(4) and 200.83

[***] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A

CONFIDENTIAL TREATMENT REQUEST THAT IS

FILED SEPARATELY WITH THE COMMISSION

STRICTLY PRIVATE & CONFIDENTIAL

AMENDED AND RESTATED CONFIRMATION


		The Royal Bank of Scotland plc
		135 Bishopgate
		London
		EC2M 3UR
		United Kingdom
		Date: April 21, 2008

Infinity World Investments LLC

c/o Dubai World

Emirates Towers, Level 47

Sheikh Zayed Road

Dubai, United Arab Emirates

Infinity World (Cayman) L.P.

c/o Dubai World

Emirates Towers, Level 47

Sheikh Zayed Road

Dubai, United Arab Emirates

Re:	Forward/Swap Transaction

Dear Sirs:

The purpose of this Amended and Restated Confirmation (this “Confirmation”) is to set forth the terms and conditions of the transaction entered into on the date hereof among The Royal Bank of Scotland plc (“Party A” or “RBS”), Infinity World Investments LLC, a Nevada limited liability company (“Party B-1”) and Infinity World (Cayman) L.P., a Cayman Islands exempted limited partnership (“Party B-2” and together with Party B-1, “Party B” or the “Counterparties” and each, a “Counterparty”) (the “Transaction”). In this Confirmation, “Agent” means Greenwich Capital Markets, Inc., solely in its capacity as agent for RBS and the Counterparties. This Confirmation constitutes a “Confirmation” as referred to in the ISDA Form specified below and shall supersede all or any prior written or oral agreement in relation to this

Transaction. This Confirmation is an amendment and restatement of that certain confirmation (the “Original Confirmation”) entered into between Party A and Party B-1 on the Trade Date specified below.

Concurrently with the entry into the Transaction, the Counterparties have entered into substantially similar transactions (collectively, the “Other Transactions”) with each of Credit Suisse International and Deutsche Bank AG, London Branch (collectively, the “Other Dealers”) on substantially similar documentation as this Confirmation.

Terms of Transaction Applicable to each Component:


Reference Number:

Trade Date:		December 13, 2007

Shares:		The common stock, par value $0.01 per share, of MGM Mirage (the “Issuer”)

Exchange:		The New York Stock Exchange, Inc.

Related Exchange:		Not Applicable

Calculation Agent:		Party A, which shall act jointly with the Other Dealers. Any Calculation Agent determination hereunder shall be the same as the determination made by Party A and the Other Dealers in their capacities as joint calculation agents under the Other Transactions.


Business Days:		New York

Business Day Convention:		Modified Following (which shall apply to any date referred to in this Confirmation that falls on a day that is not a Business Day).

Valuation Time:		Scheduled Closing Time

Valuation Date:		The Business Day immediately prior to the Cash Settlement Payment Date. Notwithstanding Section 6.2 of the Equity Definitions, Section 6.6 of the Equity Definitions shall not apply to this Transaction.

Dividend:		No dividend related payments or adjustments shall be made under the Transaction.


Optional Early Termination:		Notwithstanding any other termination provision contained in this Confirmation or the Agreement, and so long as no Termination Event or Event of Default (as such terms are defined in the Agreement) shall have occurred and then be continuing with respect to which either Counterparty is the Defaulting Party or Sole Affected Party, Party B may terminate this Transaction (i) in whole on any Business Day (the “Optional Termination Date”) or (ii) in part (provided that any partial termination at any time shall be in respect of an amount not less than US$ 25,000,000 and may be treated as a Reduction Amount or a reduction of the undrawn Facility Amount at such time in the discretion of Party B and as specified in the Optional Termination Notice (as defined below)) on any Business Day (the “Partial Early Termination Date”) upon (x) prior written notice to Party A (an “Optional Termination Notice”) no later than 10:00 AM, New York City time, on the day that is four Business Days prior to the Optional Termination Date or Partial Early Termination Date (as applicable), (y) in the case of termination in whole, payment in immediately available funds of an amount equal to the amount due under Section 6(e) of the Agreement as if the Optional Termination Date were an Early Termination Date, the Transaction were the sole Affected Transaction and the Counterparties were the sole Affected Parties and, if the Optional Termination Date occurs on or prior to the Termination Fee Date, payment in immediately available funds of the Early Termination Fee and (z) in the case of termination in part only, payment in immediately available funds of an amount equal to the amount due under Part 1(g) of the Termination Provisions in this Confirmation and, if the Partial Early Termination Date occurs on or prior to the Termination Fee Date, payment in immediately available funds of the Partial Early Termination Fee.

Facility Amount:		At any time, US$ 400,000,000 minus the amount of any partial termination of the Facility Amount pursuant to any Optional Early Termination, the Partial Early Termination Date with respect to which has occurred prior to such time.

Reduction Amount:		For each Partial Early Termination Date, the principal amount paid by Party B to Party A to effect a partial Optional Early Termination as specified in the Optional Termination Notice. For the avoidance of doubt, the Reduction Amount shall not include any Broken Period Costs payable in accordance with Part 1(g)(ii) of the Termination Provisions in this Confirmation.


Early Termination Fee:		An amount equal to the present value (discounted from the Termination Fee Date at the applicable USD swap rate as determined by the Calculation Agent) of an amount equal to the product of (i) the Spread used to calculate the Floating Amount in respect of the Swap Transaction, (ii) the Aggregate Prepayment Amount as of the Optional Termination Date and (iii) a fraction, the numerator of which equals the number of days during the period from, and including, the Optional Termination Date to, but excluding, the Termination Fee Date and the denominator of which equals 360. For the avoidance of doubt, no Early Termination Fee shall be payable if the Optional Termination Date occurs after the Termination Fee Date.

Partial Early Termination Fee:		An amount equal to the present value (discounted from the Termination Fee Date at the applicable USD swap rate as determined by the Calculation Agent) of an amount equal to the product of (i) the Spread used to calculate the Floating Amount in respect of the Swap Transaction, (ii) the Reduction Amount as of the Partial Early Termination Date and (iii) a fraction, the numerator of which equals the number of days during the period from, and including, the Partial Early Termination Date to, but excluding, the Termination Fee Date and the denominator of which equals 360. For the avoidance of doubt, no Partial Early Termination Fee shall be payable if the Partial Early Termination Date occurs after the Termination Fee Date.

Termination Fee Date:		The date that is (a) if the Final Prepayment Date occurs within 90 days of the Trade Date, [*] from the first Prepayment Date with respect to the Forward Transaction and (b) if the Final Prepayment Date has not occurred within 90 days of the Trade Date, [*] from first Prepayment Date with respect to the Forward Transaction.

[***] Confidential Treatment Requested.


Effect of Optional Early Termination:		For the avoidance of doubt, the Optional Termination Date shall be deemed to be an Early Termination Date for purposes of the Agreement without the need for any additional delivery of termination notice pursuant to Section 6(b) of the Agreement and the Early Termination Fee shall be considered an Unpaid Amount only in the case of Optional Early Termination occurring prior to the Termination Fee Date for purposes of calculating payments to be made pursuant to Section 6(e) of the Agreement. For the avoidance of doubt, any amount payable in connection with a Partial Early Termination Date shall be a payment due under Section 2(a) of the Agreement.
Adjustments:

Method of Adjustment:		Calculation Agent Adjustment. For the avoidance of doubt, the specified dollar and share amounts appearing in the definitions of Prepayment Amount, Prepayment Date and Number of Pledged Shares each shall be subject to Calculation Agent Adjustment pursuant to Section 11.2 of the Equity Definitions. However, no adjustments shall be made if the effect of such adjustment is to change the Prepayment Amount, the Floating Amounts or the First Fixed Amount or Second Fixed Amount to be paid or payable by Party B, or the aggregate value of the Number of Pledged Shares.

Extraordinary Events:

Consequences of Merger Events:

Share-for-Share:		Alternative Obligation

Share-for-Other:		Alternative Obligation

Share-for-Combined:		Component Adjustment

Tender Offer:		Applicable; provided that in the definition of “Tender Offer” the words “greater than 10%” are replaced with “greater than 35%.”


Consequences of Tender Offers:

Share-for-Share:		Calculation Agent Adjustment

Share-for-Other:		Calculation Agent Adjustment

Share-for-Combined:		Calculation Agent Adjustment

Nationalization, Insolvency or Delisting:		Cancellation and Payment

Additional Disruption Events:

Change in Law:		Applicable; provided that any event described in clause (Y) thereof shall not be an Additional Disruption Event but rather Party B shall pay Party A an additional amount as will compensate Party A for such increased costs incurred. The Cancellation Amount shall be determined in accordance with Part I, paragraph (h) of “Supplemental Provisions” in this Confirmation.

Failure to Deliver:		Not Applicable

Hedging Disruption:		Not Applicable

Insolvency Filing:		Applicable. The Cancellation Amount shall be determined in accordance with Part 1, paragraph (h) of “Supplemental Provisions” in this Confirmation.

Increased Cost of Hedging:		Not Applicable

Loss of Stock Borrow:		Not Applicable

Increased Cost of Stock Borrow:		Not Applicable

Other Provisions:

(a) Non-Reliance:		Applicable

(b) Agreements and Acknowledgements Regarding Hedging Activities		Applicable

(c) Additional Acknowledgements:		Applicable

Other Terms Applicable to the Forward Transaction:

General Terms


Buyer:		Party A

Seller:		Counterparties

Prepayment:		Applicable

Prepayment Dates:		Each date on or before the Final Potential Prepayment Date, as set out in the related Prepayment Notice; provided that, without limiting the generality of the foregoing or of the provisions set forth below opposite the caption, “Prepayment Amount,” following the first Prepayment Date occurring on or immediately following the Amendment Effective Date, no additional Prepayment Date shall occur unless as of each such additional Prepayment Date, if any, the Applicable Reference Price shall be higher than the Applicable Reference Price as of the immediately preceding Prepayment Date.

Final Prepayment Date:		The date on which the Aggregate Prepayment Amount shall be equal to the Facility Amount.

Prepayment Notice:		Not later than 12:00 noon (New York City time) three Business Days prior to each Prepayment Date ( the “Prepayment Notice Date”), the applicable Counterparty will provide Collateral Agent with a Prepayment Notice in the form of Exhibit E to the Pledge Agreement.

Final Potential Prepayment Date:		The [***] calendar day following the Trade Date, subject to the Following Business Day Convention; provided that, if Party B requests an extension of the Final Potential Prepayment Date, Party A and the Other Dealers agree to consider such request in good faith without the payment of any additional upfront fee, structuring fee or similar fee.

[***] Confidential Treatment Requested.

Prepayment Amount:

(i) 50% multiplied by the Number of Pledged Shares multiplied by the Applicable Reference Price multiplied by the Applicable Portion;

(ii) $ 42.25 multiplied by the Number of Pledged Shares multiplied by the Applicable Portion; and

provided further that, if on any Prepayment Date the aggregate number of Shares pledged pursuant to the Pledge Agreement prior to such date is equal to or greater than 26,048,738 Shares (the “Minimum Pledged Shares”), Party A may elect that the Number of Pledged Shares shall be zero and, in such case, the Prepayment Amount shall be equal to the lesser of:


		(b) the amount determined pursuant to preceding clause (iii); provided further that, for the avoidance of doubt, the Aggregate Prepayment Amount shall be limited to the Facility Amount; provided further that if the Prepayment Amount (as determined in accordance with the foregoing proviso) in respect of any Prepayment Date other than the Final Prepayment Date would be less than US$ 75,000,000 multiplied by the Applicable Portion, then such request shall not be effective and Party A shall not be required to make any payment of a Prepayment Amount with respect thereto.

Applicable Portion:		1/3 (one-third)

Aggregate Prepayment Amount:		At any time, the sum of all Prepayment Amounts paid to Party B hereunder (which sum shall be limited to the Facility Amount) less the sum of all Reduction Amounts paid prior to such time.

Number of Pledged Shares:		On or before each Prepayment Date, Party B will pledge the Number of Pledged Shares specified in the Prepayment Notice to the Collateral Agent under the Pledge Agreement (as defined below); provided that, if on any Prepayment Date the aggregate number of Shares pledged pursuant to the Pledge Agreement prior to such date is equal to 9.5% of the total outstanding Shares as of such date, the Number of Pledged Shares shall be zero.


Applicable Reference Price:		As of any Prepayment Date, the official closing price of the Shares on the Exchange on the Exchange Business Day immediately preceding such Prepayment Date.

Number of Shares:		For any Prepayment Date, the Prepayment Amount divided by the Applicable Reference Price. The “Aggregate Number of Shares” is the sum of the Number of Shares for all Prepayment Dates.

Settlement Terms:

Variable Obligation:		Not Applicable

Cash Settlement:		Applicable; provided that Section 8.5(d) shall be amended by inserting the word “Aggregate” prior to the words “Number of Shares.”

Cash Settlement Payment Date:		The 364^th calendar day following the Trade Date. If such day is not a Business Day the Cash Settlement Payment Date shall be the immediately preceding Business Day.

Settlement Price:		The official closing price of the Shares on the Exchange on the Valuation Date or if such price is not published by the Exchange, the most recent official closing price of such Shares prior to such Valuation Date.

Other Terms Applicable to the Swap Transaction:


General Terms:

Effective Date:		The first Prepayment Date with respect to the Forward Transaction.

Termination Date:		The Cash Settlement Payment Date with respect to the Forward Transaction.

Equity Amounts:

Equity Amount Payer:		Party A

Equity Amount Receiver:		Party B

Equity Notional Reset:		Not Applicable

Type of Return:		Price Return

Equity Amount:		Notwithstanding Section 8.7 of the Equity Definitions, the amount equal to (x) the product of the Aggregate Number of Shares and the Final Price minus (y) the product of the Aggregate Number of Shares and the Initial Price. If the Equity Amount is a negative amount, Party B will pay the absolute value of such amount to Party A. If the Equity Amount is a positive amount, Party A will pay the absolute value of such amount to Party B.

Final Price:		The Settlement Price with respect to the Forward Transaction.

Initial Price:		The Aggregate Prepayment Amount divided by the Aggregate Number of Shares, as defined in the Forward Transaction.

Floating Amounts:

Floating Rate Payer:		Party B

Floating Rate Payer Payment Dates:		March 1, 2008, June 1, 2008, September 1, 2008 and the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention.


Notional Amount:		Subject to the succeeding sentence, for each Floating Rate Payer Payment Date, the weighted average of the Aggregate Prepayment Amount with respect to the Forward Transaction for the Calculation Period ending on but excluding that Floating Rate Payer Payment Date. The calculation of the weighted average of the Aggregate Prepayment Amount shall (i) be based on the number of calendar days in such Calculation Period, (ii) exclude any Prepayment Amounts used to calculate Initial Interest Amounts on such Floating Rate Payer Payment Date and (iii) only be reduced by Reduction Amounts to the extent such amounts have not been applied to reduce Prepayment Amounts made during such Calculation Period in accordance with paragraph (ii) under Initial Interest Amounts.

Floating Rate Option:		USD-LIBOR-BBA

Designated Maturity:		3 months

Spread:		As specified in Schedule I hereto.

Floating Rate Day Count Fraction:		Actual/360

Reset Dates:		The first day of each Calculation Period.


Initial Interest Amounts:		In addition to any Floating Amounts calculated in accordance with the foregoing provisions of this section, Party B shall pay to Party A on each Floating Rate Payer Payment Date an initial interest amount in respect of each Prepayment Amount made during the immediately preceding Calculation Period. Such initial interest amount shall be calculated separately for each Prepayment Amount as if (i) the Notional Amount were equal to such Prepayment Amount (except that, to the extent there are Reduction Amounts during the Calculation Period referred to in (ii), such Reduction Amounts shall be applied to reduce such Prepayment Amount (until such Prepayment Amount is reduced to zero) and the Notional Amount will be computed on the weighted average of such Prepayment Amount based on the number of calendar days in the Calculation Period referred to in (ii)), (ii) the Calculation Period were the period from, and including, the related Prepayment Date to, but excluding, the succeeding Floating Rate Payer Payment Date, (iii) the Floating Rate were equal to USD-LIBOR-BBA plus the Spread, (iv) the Reset Date were the Prepayment Date and Linear Interpolation applicable and (v) the Floating Rate Day Count Fraction were Actual/360.

First Fixed Amount Payable by Party B:

First Fixed Rate Payer:		Party B

Notional Amount:		On each day during the First Fixed Amount Calculation Period, the excess, if any, of the Facility Amount over the Aggregate Prepayment Amount as of such day. To the extent such excess changes during the First Fixed Amount Calculation Period, the Notional Amount will be computed on the weighted average of such excess based on the number of calendar days in the First Fixed Amount Calculation Period.

First Fixed Rate Payer Payment Date:		The earliest of (a) the 120^th calendar day following the Trade Date, (b) an Early Termination Date and (c) the Final Prepayment Date, subject, in each case, to the Following Business Day Convention.

First Fixed Amount Calculation Period:		The period from, and including, the Trade Date to, but excluding, the First Fixed Rate Payer Payment Date.

First Fixed Rate:		[***] of the Spread used to calculate the Floating Amount.

First Fixed Rate Day Count Fraction:		Actual/360

[***] Confidential Treatment Requested.


Second Fixed Amount Payable by Party B:

Second Fixed Rate Payer:		Party B

Notional Amount:		On each day during the Second Fixed Amount Calculation Period, if and to the extent an Early Termination Date has not occurred prior to the date that is 120 calendar days after the Trade Date, the excess, if any, of the Facility Amount over the Aggregate Prepayment Amount as of such day. To the extent such excess changes during the Second Fixed Amount Calculation Period, the Notional Amount will be computed on the weighted average of such excess based on the number of calendar days in the Second Fixed Amount Calculation Period.

Second Fixed Rate Payer Payment Date:		The earliest of (a) the 180^th calendar day following the Trade Date, (b) an Early Termination Date occurring after the date that is 120 calendar days after the Trade Date and (c) the Final Prepayment Date occurring after the date that is 120 calendar days after the Trade Date, subject, in each case, to the Following Business Day Convention.

Second Fixed Amount Calculation Period:		The period from, and including, the date that is 120 calendar days after the Trade Date to, but excluding, the Second Fixed Rate Payer Payment Date.

Second Fixed Rate:		[***] of the Spread used to calculate the Floating Amount.

Second Fixed Rate Day Count Fraction:		Actual/360

Settlement:

Cash Settlement:		Applicable

Settlement Currency:		USD

Cash Settlement Payment Date:		Termination Date

[***] Confidential Treatment Requested.

Additional Provisions Applicable to each Component:

Conditions to Effectiveness of this Confirmation:

(i) Party A shall have received a legal opinion of Allen & Overy LLP, counsel to the Secured Parties, on certain matters under the laws of England and Wales.

Conditions to Party A’s Payment Obligation:

(a) The obligation of Party A to pay the Prepayment Amount on any Prepayment Date is subject to the satisfaction of the following conditions:

Amendment and Restatement

Obligations Joint and Several:

Representations and Warranties of the Counterparties:

Each Counterparty hereby represents and warrants to Party A as of the date hereof:

(a) It is not on the date hereof in possession of any material non-public information regarding the Issuer or the Shares.

(e) It possesses, has read, and understands the terms and provisions of the Agreement, the 2006 Definitions and the Equity Definitions.

Eligible Contract Participant:

U.S. Private Placement Representations:

Each of Party A and each Counterparty hereby represents and warrants to the other party as of the date hereof that:

Gaming Law Representations and Warranties:

Each Counterparty hereby represents and warrants to Party A as of the date hereof and on each Prepayment Date:

The following definitions apply for the sections entitled “Gaming Law Representations and Warranties” and “Gaming Law Covenants”:

“Secured Parties” means, collectively, Party A and other banks and agents party to the Pledge Agreement.

Gaming Law Covenants:

instruments and documents, deliver any certificates and do all such other acts or things deemed necessary, appropriate or desirable by the Gaming Authorities to obtain such Gaming Approvals.

review to be taken by any Gaming Authority or (ii) become aware of any actual or proposed change in Gaming Laws that could reasonably be expected to have a Material Adverse Effect.

Counterparty Reporting Obligations:

Securities Contract:

The parties hereto acknowledge and agree that Party A is a “swap participant” and “financial participant” within the meaning of Section 101 of Title 11 of the United States Code (the “Bankruptcy Code”). The parties hereto further recognize that each of the Transaction, the Forward Transaction and the Swap Transaction is a “securities contract”, as such term is defined in Section 741(7) of the Bankruptcy Code, and a “swap agreement” as defined in Section 101(53B), entitled to the protection of, among other provisions, Sections 555, 560, 362(b)(6), 362(b)(17) and 546(e) and (g) of the Bankruptcy Code.

Assignment:

Non-Confidentiality:

Matters relating to Party A and Agent:

(a) Agent shall act as “agent” for Party A and the Counterparties in connection with the Transaction.

(b) Agent will receive remuneration for services provided hereunder and will furnish to the Counterparties upon written request a statement as to the source and amount of any remuneration received or to be received by Agent in connection herewith.

(c) Agent has no obligation hereunder, by guaranty, endorsement or otherwise, with respect to performance of Party A’s or any Counterparty’s obligations hereunder or under the Agreement.

Governing Law:

Miscellaneous:

(c) Any provision of this Confirmation may be waived if, and only if, such waiver is in writing and signed by the party against whom the waiver is to be effective.


Account Details:

Account for payments to Party A:

Account Name:		Greenwich Capital Markets - Government

Account No:		[***]

Account With:		JP Morgan Chase Bank, New York

ABA:		[***]

Account for payments to the Counterparties (unless otherwise specified):

Account Name:		Infinity World Investments LLC

Account With:		RBOSGB2L - Royal Bank of Scotland

Account No:		[****]

Intermediary Bank:		CHASUS33

Account with account number:		[***] (this is RBS’s account number with Chase)

[***] Confidential Treatment Requested.

Supplemental Provisions:

The following provisions supplement and amend the provisions of the ISDA Form:

Part 1. Termination Provisions

(a)	“Specified Entity” means in relation to Party A for the purpose of:-

Section 5(a) (v) Not Applicable

Section 5(a) (vi) Not Applicable

Section 5(a) (vii) Not Applicable

Section 5(b) (iv) Not Applicable

and in relation to the Counterparties for the purpose of:-

Section 5(a) (v) Dubai World and its Material Subsidiaries

Section 5(a) (vi) Dubai World and its Material Subsidiaries

Section 5(a) (vii) Dubai World and its Material Subsidiaries

Section 5(b) (iv) Dubai World and its Material Subsidiaries

(b)	“Specified Transaction” will have the meaning specified in Section 14 of the Agreement and shall also include, without limitation, the forward transactions and swap transactions set forth in the Other Transactions with the Other Dealers.

(c)	The “Cross Default” provisions of Section 5(a)(vi)

will not apply to Party A

will apply to the Counterparties

Cross Default. Section 5(a)(vi) is deleted and replaced with the following:

“(vi) Cross Default. If “Cross Default” is specified in this Confirmation as applying to the party, the occurrence or existence of:

(A) Any Specified Indebtedness of any Specified Entity is not paid when due nor within any originally applicable grace period.

(B) Any Specified Indebtedness of any Specified Entity is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

Each of the above events shall constitute a cross default (“Cross Default”).

“Specified Indebtedness” means, instead of the definition thereof in Section 14 of the Agreement, any indebtedness for or in respect of:

(i)

moneys borrowed;

(ii)

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(iii)

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(iv)

(v)

(vi)

(vii)

(viii)

(ix)

any amount raised by the issue of shares redeemable on or prior to the Termination Date;

(x)

any amount of any liability under an advance or deferred purchase agreement if one of the primary reasons behind the entry into of that agreement is to raise finance; and

(xi)

other than any indebtedness owed by one member of the Group to another member of the Group.

“Group” means Dubai World and its Subsidiaries.

(d)	The “Credit Event upon Merger” provisions of Section 5(b)(iv)

will not apply to Party A and

will not apply to the Counterparties

(e)	The “Automatic Early Termination” provision of Section 6(a)

will not apply to Party A and

will apply to the Counterparties

(f)	Payments on Early Termination. Section 6(e) of the Agreement shall be deleted and replaced with the following:

“6(e) Payments on Early Termination. If an Early Termination Date occurs:

(i)

an amount shall be payable by Party A to the Counterparties on the Early Termination Date equal to any Unpaid Amounts owing by Party A to the Counterparties as at such Early Termination Date;

(ii)

an amount shall be payable by the Counterparties to Party A on the Early Termination Date equal to any Unpaid Amounts owing by the Counterparties to Party A as at such Early Termination Date;

(iii)

an amount shall be payable by the Counterparties to Party A on the Early Termination Date equal to N*FRP where:

= the Aggregate Number of Shares under the Forward Transaction on the Early Termination Date;

FRP

= the Settlement Price under the Forward Transaction calculated by reference to a Valuation Date falling three Exchange Business Days prior to the Early Termination Date;

(iv)


(v) an amount shall be payable by the Counterparties to Party A equal to	FRA	*	n
	FRA	*	N

where

N means the number of days in the Calculation Period in respect of the Swap Transaction in which the Early Termination Date falls;

(vi)

an amount shall be payable by the Counterparties to Party A on the Early Termination Date equal to the Broken Period Costs. For this purpose:

(g)	Payments on Partial Early Termination. If a Partial Early Termination Date occurs:

(i)

an amount shall be payable by the Counterparties to Party A on the Partial Early Termination Date equal to the Reduction Amount;

(ii)

an amount shall be payable by the Counterparties to Party A on the Partial Early Termination Date equal to the Broken Period Costs. For this purpose:

(h)

(i)	“Termination Currency” means USD.

(j)	Additional Termination Event will apply. The following events shall constitute Additional Termination Events with respect to the Counterparties (who shall be the sole Affected Parties) pursuant to Section 5(b)(v) of the Agreement:

(i)

notwithstanding any other term of any Confirmation, the occurrence of an Extraordinary Event;

(ii)

Dubai World ceases to own, directly or indirectly, at least 100% of the voting shares in any Counterparty;

(iii)

the official closing price per Shares on the Exchange (the “closing price”) on any day is less than [***] of the closing price on the Trade Date;

(iv)

the average daily liquidity of the Shares on the Exchange as shown on Bloomberg page <MGM US><Equity><HP> over a period of 20 consecutive Exchange Business Days falls below US$ [***];

(v)

the Counterparties fail to post the requisite Cash Margin (as defined in the Pledge Agreement) within 2 Business Days of a Trigger Event (as defined in the Pledge Agreement);

[***] Confidential Treatment Requested.

(vi)

if the trading in the Shares on the Relevant Exchange is suspended for a period exceeding 2 Exchange Business Days;

(vii)

if, at any time, the LtV (as defined in the Pledge Agreement) is equal to or greater than the Trigger II Ratio (as defined in the Pledge Agreement);

(viii)

any Termination Event with respect to any Specified Transaction;

(ix)

(x)

(k)	Credit Support Default. A new Section 5(a)(iii)(4) of the Agreement is inserted as follows:

“(4) any Collateral Event of Default as defined in the Pledge Agreement.”

(l)

(m)	Failure to Pay or Deliver. In Section 5(a)(i) of the Agreement the words “third Local Business Day after” are replaced with “day that”.

(n)	Payment Date. In Section 6(d)(ii) of the Agreement the words “which is two Local Business Day after the day on which” are replaced with “that”.

(o)	Right to Terminate Following Event of Default. In Section 6(a)(i) of the Agreement the words “designate a day not earlier than the day such notice is effective” are replaced with “designate a day not earlier than the day immediately succeeding the day such notice is effective”.

(p)	Right to Terminate Following Termination Event. In Section 6(b)(iv) of the Agreement the words “designate a day not earlier than the day such notice is effective” are replaced with “designate a day not earlier than the day immediately succeeding the day such notice is effective”.

(q)

Part 2. Tax Representations

(a)	Payer Representations. For the purpose of Section 3(e) of the Agreement, each Counterparty will make the following representation:

(b)	Payee Representations. For the purpose of Section 3(f) of the Agreement, Party A and the Counterparties make no representations.

(c)	Mutual Representations. Party A and the Counterparties represent that each will treat the Transaction as a secured financing for U.S. federal income tax purposes.

Part 3. Agreement to Deliver Documents

For the purpose of Sections 4(a)(i) and (ii) of the Agreement, each party agrees to deliver the following documents, as applicable.

Documents to be delivered are:-


Party required to deliver document	Form/Document/Certificate	Date by which to be delivered	Covered by Section 3(d) Representation
Each Counterparty	Signing Authority being evidence of authority, incumbency and specimen signature of each person executing any document on its behalf in connection with the Agreement	On the signing of the Agreement and, if requested, any Confirmation including this Confirmation	Yes

Each Counterparty	Certified Resolution of the Board of Directors approving the Agreement and the arrangements contemplated herein	On the signing of the Agreement and, if requested, any Confirmation (including this Confirmation)	Yes

Counterparties	Legal opinions in form reasonably acceptable to Party A	On the signing of the Agreement and, if requested, any Confirmation (including this Confirmation)	No

Part 4. Miscellaneous

(a)	Addresses for Notices. For the purpose of Section 12(a) of the Agreement:-


Address for notices or communications to Party A:-

Address:		The Royal Bank of Scotland plc 135 Bishopgate London EC2M 3UR United Kingdom

Attention:		Group Legal GBM – Derivatives (Roland Gerber / Ehsan Haque)
Fax:		+44 20 7085 8411

With a copy to:-

Address:		Greenwich Capital Markets, Inc. 600 Steamboat Road Greenwich, CT 06830 USA
Attention:		Legal Department (Andrew Kwok / Tam Beattie)
Phone:		(203) 618-6263 / (203) 618-6086
Fax:		(203) 422-4096 / (203) 422-4571
E-mail:		Andrew.Kwok@rbsgc.com; tam.beattie@rbsgc.com

Address for notices or communications to the Counterparties:-

Address:		Infinity World Investments LLC c/o Dubai World Emirates Towers, Level 47 Sheikh Zayed Road Dubai, United Arab Emirates
Attention:		Abdul Wahid A. Rahim Al Ulama, Group Chief Legal Officer
Telephone:		+971 4 3903800
Fax:		+971 4 3903810



Address:		Infinity World (Cayman) L.P. c/o Dubai World Emirates Towers, Level 47 Sheikh Zayed Road Dubai, United Arab Emirates
Attention:		Abdul Wahid A. Rahim Al Ulama, Group Chief Legal Officer
Telephone:		+971 4 3903800
Fax:		+971 4 3903810

(b)	Process Agent. For the purpose of Section 13(c) of the Agreement:-

Each

Counterparty appoints as its Process Agent–Corporation Service Company

Address: 80 State Street, Albany NY 12207

(c)	Offices. The provisions of Section 10(a) will apply to the Agreement.

(d)	Multibranch Party. For the purpose of Section 10(c) of the Agreement:-

Party A is a Multibranch Party and may act through its London or New York branch.

No Counterparty is a Multibranch Party

(e)	Calculation Agent. The Calculation Agent is Party A. The failure of Party A to perform its obligations as Calculation Agent hereunder shall not be construed as an Event of Default or Termination Event.

(f)	Credit Support Document. Details of any Credit Support Document:-

In respect of Party A: Not applicable.

In respect of each Counterparty: As defined above.

(g)	Credit Support Provider. Credit Support Provider means:

(i)

in relation to Party A – Not applicable; and

(ii)

in relation to each Counterparty – the Liquidity Provider.

(i)	Netting of Payments. Sub-paragraph (ii) of Section 2(c) of the Agreement will not apply to all Transactions hereunder unless otherwise agreed in writing between the parties.

(j)	“Affiliate” will have the meaning specified in Section 14 of the Agreement.

Part 5. Other Provisions

(a)	Set-Off. The following shall be added as Section 6(f):

(b)	Relationship Between Parties. Each Party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):-

(i)

(ii)

(iii)

Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.

(c)	Additional Representation. The following additional clause (g) shall be added at the end of Section 3:

“(g)

No Agency. It is entering into the Agreement and each Transaction as principal (and not as agent or in any other capacity, fiduciary or otherwise).”

(d)	Expenses. All costs and expenses (including legal fees) reasonably incurred by Party A in connection with the Transactions shall be paid by the Counterparties promptly on demand.

(e)	Deduction or withholding for tax. Section 2(d) of the Agreement shall not apply. Notwithstanding the meaning under any other paragraph of the Agreement, for the purposes of this paragraph (e), “Party A” shall include any assignee that becomes a party to this Agreement.

(A)

(B)

(C)

(f)	Amendments. Section 9(b) of the Agreement is replaced with:

“(b)

Amendments. No amendment, modification or waiver in respect of this Agreement shall be effective unless made in accordance with Section 12(c) of the Pledge Agreement.”

(g)	Waiver of Immunities. Section 13(d) of the Agreement is replaced with:

“(d)


Confirmed as of the date first written				Sincerely yours,

/s/ Chris O’Donnell
Name: Chris O’Donnell
Title: President

/s/ Abdul Wahid A. Rahim Al Ulama				/s/ Roland Gerber
Name: Abdul Wahid A. Rahim Al Ulama				Name: Roland Gerber
Title: Secretary				Title: Authorised Signatory
For and on behalf of Infinity World Investments LLC				For and on behalf of The Royal Bank of Scotland plc

/s/ Abdul Wahid A. Rahim Al Ulama
Name: Abdul Wahid A. Rahim Al Ulama
Title: Director
For and on behalf of Infinity World (Cayman) L.P., acting by Infinity World (Cayman) Holding, its general partner

EX-99.39 5 dex9939.htm AMENDED AND RESTATED PLEDGE AGREEMENT Amended and Restated Pledge Agreement

Exhibit 39

CONFIDENTIAL TREATMENT REQUESTED

UNDER RULE 24b-2 under the

SECURITIES EXCHANGE ACT OF 1934;

17 C.F.R. § 240.24b-2;

5 U.S.C. § 552(b)(4);

17 C.F.R. §§ 200.80(b)(4) and 200.83

[***] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A

CONFIDENTIAL TREATMENT REQUEST THAT IS

FILED SEPARATELY WITH THE COMMISSION

STRICTLY PRIVATE & CONFIDENTIAL

AMENDED AND RESTATED PLEDGE AGREEMENT

among

INFINITY WORLD INVESTMENTS LLC

and

INFINITY WORLD (CAYMAN) L.P.,

as Pledgors,

CREDIT SUISSE INTERNATIONAL,

DEUTSCHE BANK AG, LONDON BRANCH

and

THE ROYAL BANK OF SCOTLAND PLC,

as Initial Banks,

EACH OTHER BANK FROM TIME TO TIME PARTY HERETO,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Collateral Agent

dated as of April 21, 2008

TABLE OF CONTENTS


		Page
SECTION 1. Definitions; Interpretation		2
SECTION 2. The Security Interests		10
SECTION 3. Representations and Warranties of the Pledgors		12
SECTION 4. Certain Covenants of the Pledgors		14
SECTION 5. Administration of the Collateral and Valuation of the Securities		16
SECTION 6. Income and Voting Rights in Collateral		18
SECTION 7. Margin Calls and Collateral Account		18
SECTION 8. Remedies Upon Acceleration Event		22
SECTION 9. Prepayments and Payments		26
SECTION 10. The Agents		26
SECTION 11. Expenses; Indemnity; Damage Waiver		29
SECTION 12. Miscellaneous		30
SECTION 13. Termination		35
SECTION 14. Assignment		35
SECTION 15. Initial Bank Buy-Out Option		37
SECTION 16. Post-closing Restructuring		38
SECTION 17. New Jersey Gaming Trust		39
SECTION 18. Consultation On Beneficial Ownership		40
SECTION 19. Obligations Joint and Several; Guarantee		40
SECTION 20. Confidentiality		43
SECTION 21. Non-recourse		44


Exhibit A		Form of Assignment and Assumption
Exhibit B		Form of Certificate for Additional Collateral
Exhibit C		Form of Certificate for Release of Excess Cash Margin
Exhibit D		Form of Designation Notice
Exhibit E		Form of Prepayment Notice
Exhibit F-1		Form of Infinity Securities Account Control Agreement
Exhibit F-2		Form of New Jersey ICA Securities Account Control Agreement
Exhibit F-3		Form of Infinity United Kingdom Securities Account Control Agreement
Exhibit G		Form of New Jersey ICA Trust Agreement
Exhibit H		Form of New Jersey ICA Collateral Disposition and Forbearance Agreement
Exhibit I		Form of opinion of Paul, Hastings, Janofsky & Walker LLP in connection with New Jersey ICA Security Documents
Exhibit J		Form of opinion of New Jersey counsel in connection with the New Jersey ICA Trust Agreement


Exhibit K		Part 1 – Form of Notice to UK Securities Intermediary Part 2 – Form of Acknowledgment of UK Securities Intermediary

Schedule A		Wire Transfer Instructions
Schedule B		Authorized Officers

iii

AMENDED AND RESTATED PLEDGE AGREEMENT

THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”) is made as of April 21, 2008, among INFINITY WORLD INVESTMENTS LLC, a Nevada limited liability company (the “Nevada Pledgor”) and INFINITY WORLD (CAYMAN) L.P., a Cayman Islands exempted limited partnership (the “Cayman Pledgor”; together with the Nevada Pledgor, the “Pledgors” and each, a “Pledgor”), CREDIT SUISSE INTERNATIONAL (“CS”), DEUTSCHE BANK AG, LONDON BRANCH (“DB”), THE ROYAL BANK OF SCOTLAND PLC (“RBS” and, together with CS and DB, the “Initial Banks”), each other Bank from time to time party hereto, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (in such capacity, the “Collateral Agent”).

WHEREAS, each Pledgor is an indirect wholly-owned subsidiary of Dubai World, a decree entity of the Government of Dubai, United Arab Emirates (“Parent”);

WHEREAS, the Nevada Pledgor is also an indirect wholly-owned subsidiary of the Cayman Pledgor;

WHEREAS, the Nevada Pledgor and each of the Initial Banks have entered into a separate confirmation dated as of December 13, 2007 (each, an “Original Confirmation” and collectively, the “Original Confirmations”), in each case relating to a single, inseparable transaction (each, a “Transaction” and collectively, the “Transactions”) consisting of two components, a Share Forward Transaction (each, a “Forward Transaction” and collectively, the “Forward Transactions”) and a Share Swap Transaction (each, a “Swap Transaction” and collectively, the “Swap Transactions”), each related to shares (the “Shares”) of common stock, par value $0.01 per share, of MGM MIRAGE, a Delaware corporation (the “Issuer”);

WHEREAS, the Nevada Pledgor, the Cayman Pledgor and each of the Initial Banks have entered into a separate amendment and restatement of the respective Original Confirmations pursuant to which the Cayman Pledgor has become an additional party to the Transactions set forth therein (each, as amended, modified or supplemented from time to time, a “Confirmation” and collectively, the “Confirmations”);

WHEREAS, the Pledgors and each of the Initial Banks have agreed that the respective Confirmation shall supplement, form a part of, and be subject to an agreement or a deemed agreement in the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) published by the International Swaps and Derivatives Association, Inc., but with the amendments set out under “Supplemental Provisions” in such Confirmation (each such agreement or deemed

agreement as amended, the “ISDA Master Agreement” and collectively, the “ISDA Master Agreements”; and each ISDA Master Agreement together with the Confirmation forming a part thereof and subject thereto, an “ISDA Agreement” and collectively, the “ISDA Agreements”);

WHEREAS, the Nevada Pledgor entered into the Pledge Agreement dated as of December 13, 2007 among the Nevada Pledgor, each of the Initial Banks, each other Bank from time to time party hereto, and the Collateral Agent (the “Original Pledge Agreement”);

WHEREAS, it is a condition to the obligations of each Initial Bank under the relevant ISDA Agreement that the Nevada Pledgor, the Cayman Pledgor, the Collateral Agent and the Initial Banks enter into this Agreement and that the Pledgors grant the pledge provided for herein; and

WHEREAS, the parties hereto desire to amend and restate the Original Pledge Agreement as set forth herein to, among other things, add the Cayman Pledgor as a Pledgor hereunder;

NOW, THEREFORE, in consideration of their mutual covenants contained herein and to secure the performance by the Pledgors of the Pledgors’ obligations hereunder and under the ISDA Agreements and the observance and performance of the covenants and agreements contained herein and in the ISDA Agreements, the parties hereto hereby mutually covenant and agree as follows:

Section 1. Definitions; Interpretation. (a) Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the ISDA Agreements. As used herein, the following terms shall have the following meanings:

“Acceleration Event” means the occurrence of either of the following: (a) any Termination Event or Event of Default (other than a Bankruptcy Event of Default) in respect of which a Designation Notice has been delivered, the Election Deadline relating to such Designation Notice has passed and none of the following has occurred at or prior to such Election Deadline: (i) the payment by the Pledgors of the amount specified in such Designation Notice in respect of all Transactions, (ii) the delivery of a Buy-Out Exercise Notice or (iii) the delivery of a Withdrawal Notice in respect of such Designation Notice; or (b) any Bankruptcy Event of Default.

“Additions and Substitutions” has the meaning provided in Section 2(a).

“Agents” means the Collateral Agent and the Disposition Agents.

“Applicable Percentage”, of any Bank as of any date, shall mean a fraction expressed as a percentage (i) the numerator of which shall be the

aggregate amount of Prepayments outstanding under the Forward Transaction between the Pledgors and such Bank after giving effect to any Prepayment or termination, as the case may be, occurring on such date, and (ii) the denominator of which shall be the Outstanding Prepayment Amount.

“Assignment and Assumption” means an assignment and assumption agreement substantially in the form set forth in Exhibit A hereto.

“Authorized Officer” of any party hereto (other than the Collateral Agent) means each officer, director, manager, trustee or managing member (or any officer thereof) of such party designated on Schedule B attached hereto and made a part hereof, which designation shall include specimen signatures of such Persons, as such Schedule B may be updated from time to time and, for the avoidance of doubt, shall mean in respect of the Cayman Pledgor, each such officer or director of the GP so designated on Schedule B.

“Bank” means each Initial Bank and each other Person that shall become a party to an ISDA Agreement pursuant to an Assignment and Assumption and in accordance with Section 14 hereof.

“Bankruptcy Event of Default” means any Event of Default with respect to which Automatic Early Termination applies under the ISDA Master Agreements.

“Buy-Out Banks” has the meaning provided in Section 15.

“Buy-Out Exercise Notice” has the meaning provided in Section 15.

“Buy-Out Option Provision” means Section 15 hereof.

“Buy-Out Purchase” has the meaning provided in Section 15.

“Buy-Out Price” has the meaning provided in Section 15.

“Calculation Agents” means, collectively, each “Calculation Agent” identified as such in any of the Confirmations.

“Cash Collateral” has the meaning provided in Section 7(e).

“Cash Collateral Account” means account number [***], reference: TSS/GDS/Banking and Project Finance/Infinity, maintained in the joint names of the Pledgors at Deutsche Bank AG, London Branch, at its offices at Winchester House, 1 Great Winchester St, London EC2N 2DB, United Kingdom. Wire transfer instructions for the Cash Collateral Account are set forth in Schedule A.

[***] Confidential Treatment Requested.

“Cash Distributions” means dividends, interest and other distributions and payments (including proceeds of liquidation, sale or other disposition) made or received in cash upon or with respect to any Collateral.

“Cash Margin” has the meaning provided in Section 7(c).

“Collateral” has the meaning provided in Section 2(a).

“Collateral Account” means account number [***], reference: Infinity Collateral Account, maintained (a) prior to the consummation of the actions set forth in Sections 7(f) and (g), in the name of the Nevada Pledgor and (b) after the consummation of the actions set forth in Sections 7(f) and (g), in the name of the Pledgors, in each case, at Deutsche Bank Trust Company Americas at its offices at 60 Wall Street, New York, New York. Wire transfer instructions for the Collateral Account are set forth in Schedule A.

“Collateral Agent” means the financial institution identified as such in the preliminary paragraph hereof, or any successor appointed in accordance with Section 10.

“Collateral Event of Default” means, at any time, the occurrence of any of the following: (i) failure of any Pledged Share to be Eligible Collateral or (ii) failure at any time of the Security Interests to constitute valid and perfected security interests in all of the Collateral, subject to no prior or equal Lien, and, with respect to any Collateral consisting of securities or security entitlements, as to which the Collateral Agent has Control, or, in each case, assertion of such failure by either Pledgor in writing.

“Control” means “control” as defined in Section 8-106 and Section 9-106 of the UCC.

“Control Agreement” means any of (i) the Infinity Securities Account Control Agreement, (ii) the New Jersey ICA Securities Account Control Agreement, (iii) the Infinity United Kingdom Securities Account Control Agreement or (iv) any securities account control agreement or other similar agreement executed by a securities intermediary, including without limitation any master securities control agreement, among the Collateral Agent and any of its affiliates, pursuant to which such securities intermediary agrees to comply with entitlement orders originated by the Collateral Agent with respect to the Collateral without further consent by the Pledgors.

[***] Confidential Treatment Requested.

“Control/Custody Agreements” means, collectively, the Control Agreements and the Custody Agreements.

“Custody Agreement” means any agreement containing custodial arrangements between (i) either Pledgor (or both Pledgors) and the Collateral Agent or (ii) the Collateral Agent and any agent of the Collateral Agent acting as its sub-custodian, in each case in respect of any Collateral.

“Default” means any event or condition that constitutes an Event of Default (including a Collateral Event of Default) or Termination Event or that, with the giving of any notice, the passage of time, or both, would be an Event of Default or Termination Event.

“Designation Notice” has the meaning provided in Section 8(a).

“Disposition Agents” means CS and DB, each in its capacity as a disposition agent hereunder.

“Dividend Amount” means the aggregate amount, expressed in U.S. dollars, of all dividends received and retained by the Collateral Agent as Collateral.

“Election Deadline” means, in respect of any Designation Notice, (a) if such Designation Notice is delivered prior to 12:00 noon (New York City time) on any Business Day, 9:00 a.m. (New York City time) on the second Business Day thereafter and (b) if such Designation Notice is delivered at or after 12:00 noon (New York City time) on any Business Day, 12:00 noon (New York City time) on the second Business Day thereafter.

“Eligible Collateral” means Shares constituting Collateral to the extent (i) either Pledgor has good and marketable title thereto, free of all Liens (other than the Security Interests, the security interests granted to the Collateral Agent under the New Jersey ICA Securities Account Control Agreement and the interests of the New Jersey ICA Trustee under the New Jersey ICA Trust Agreement) and Transfer Restrictions (other than Existing Transfer Restrictions) and (ii) the Collateral Agent has a valid, first priority perfected security interest therein and Control with respect thereto.

“Existing Transfer Restrictions” means (i) Transfer Restrictions existing at any time by virtue of the fact that the applicable Pledgor is an “affiliate”, within the meaning of Rule 144 under the Securities Act, of the Issuer or, with respect to any securities, by virtue of the fact that such securities are “restricted securities” within the meaning of Rule 144 under the Securities Act and (ii) to the extent constituting Transfer Restrictions, restrictions identified in Schedule II to the Confirmations arising under or required by any applicable Gaming Laws.

“GP” means Infinity World Investments (Cayman) Holding, in its capacity as general partner of the Cayman Pledgor.

“Guarantor Party” has the meaning provided in Section 19(a).

“ICA Trust Rights” has the meaning provided in Section 2(a).

“Indemnitee” has the meaning provided in Section 11(b).

“Infinity Securities Account Control Agreement” has the meaning provided in Section 5(b).

“Infinity United Kingdom Securities Account Control Agreement” has the meaning provided in Section 5(b).

“Initiating Bank” has the meaning provided in Section 8(a).

“Lien” means any lien, mortgage, security interest, pledge, charge, adverse claim or encumbrance of any kind.

“Location” means, with respect to any party, the place such party is “located” within the meaning of Section 9-307 of the Uniform Commercial Code as in effect in each jurisdiction that may be deemed applicable to such party.

“LtV” means, as of any Valuation Date, the amount, expressed as a percentage, obtained by dividing (x) the Outstanding Prepayment Amount minus the Cash Margin held as Collateral by the Collateral Agent by (y) the product of the number of the Pledged Shares and the Market Value, in each case as of such date.

“Market Value” means, as of any Valuation Date (a) for purposes of determining whether a Trigger II Ratio Termination Event has occurred, the price per Share as quoted on the Exchange at any time during such day, (b) for all other purposes, the closing price per Share as reported on the Exchange for the immediately preceding Business Day and (c) if the price per Share is not reported on the Exchange, the price determined by the Calculation Agents in their reasonable discretion and notified to the Collateral Agent.

“Minimum Transfer Amount” means $10,000,000.

“New Buy-Out Bank” means any Person desiring to consummate a Buy-Out Purchase pursuant to Section 15 following a Designation Notice that is reasonably satisfactory to each Responding Bank (such consent not to be unreasonably withheld).

“New Jersey ICA Collateral Disposition and Forbearance Agreement” has the meaning provided in Section 17.

“New Jersey ICA Securities Account” has the meaning provided in Section 17.

“New Jersey ICA Securities Account Control Agreement” has the meaning provided in Section 17.

“New Jersey ICA Security Documents” means the New Jersey ICA Trust Agreement, the New Jersey ICA Securities Account Control Agreement and the New Jersey ICA Collateral Disposition and Forbearance Agreement.

“New Jersey ICA Trust Agreement” has the meaning provided in Section 17.

“New Jersey ICA Trustee” has the meaning provided in Section 17.

“Outstanding Prepayment Amount” means, as of any date of determination, the aggregate amount of Prepayments outstanding under the Forward Transactions as of such date, after giving effect to any Prepayment or termination, as the case may be, occurring on such date.

“Payment Account” means account number # [***], reference: Infinity Payment Account, maintained in the name of the Collateral Agent at Deutsche Bank Trust Company Americas at its offices at 60 Wall Street, New York, New York, or such other account most recently designated by the Collateral Agent for payment purposes by notice to the Pledgors and the Banks. Wire transfer instructions for the Payment Account are set forth in Schedule A.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

“Pledged Items” means, as of any date, any and all securities and instruments delivered by the Pledgors to be held by the Collateral Agent under this Agreement as Collateral.

“Pledged Shares” means any Shares pledged pursuant to Sections 2(b) hereof.

[***] Confidential Treatment Requested.

“Proceedings” has the meaning provided in Section 12(g).

“Proposed Substitute Pledgor” has the meaning provided in Section 16.

“Register” has the meaning provided in Section 14(d).

“Registration Rights” has the meaning provided in Section 2(a).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Responding Bank” has the meaning provided in Section 8(a).

“Right of First Refusal Provision” means Section 3 of the Liquidity Agreement.

“Secured Parties” means the Banks and the Agents.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Documents” means this Agreement, the Liquidity Agreement, any Control/Custody Agreement entered into in connection with this Agreement, and the New Jersey ICA Security Documents.

“Security Interests” means the security interests in the Collateral created hereby.

“Stock Purchase Agreement” means the Company Stock Purchase and Support Agreement dated as of August 21, 2007 between the Issuer and the Nevada Pledgor.

“Transaction Documents” means the ISDA Agreements and the Security Documents.

“Transfer Restriction” means, with respect to any security or other property, any condition to or restriction on the ability of the holder thereof to sell, assign or otherwise transfer such security or other property or to enforce the provisions thereof or of any document related thereto whether set forth in such security or other property itself or in any document related thereto, including, without limitation, (i) any requirement that any sale, assignment or other transfer or enforcement of such security or other property be consented to or approved by any Person, including, without limitation, the issuer thereof or any other obligor thereon, (ii) any limitations on the type or status, financial or otherwise, of any purchaser, pledgee, assignee or transferee of such security or other property, (iii) any requirement of the delivery of any certificate, consent, agreement,

opinion of counsel, notice or any other document of any Person to the issuer of, or any other obligor on, such security or other property, prior to the sale, pledge, assignment or other transfer or enforcement of such security or other property and (iv) any registration or qualification requirement or prospectus delivery requirement for such security or other property pursuant to any federal, state or foreign securities law (including, without limitation, the fact that such securities or other property are “restricted securities” as defined in Rule 144 under the Securities Act, the fact that the applicable Pledgor is an “affiliate”, as defined in Rule 144 under the Securities Act, of the Issuer, or the fact that resale of such security or other property is subject to Rule 145 under the Securities Act).

“Trigger Event” means that, as of any date of determination, the LtV is equal to or greater than [***].

“Trigger II Ratio” means [***].

“Trigger II Ratio Termination Event” means the Additional Termination Event set forth in Section(j)(vii) of Part 1 under “Supplemental Provisions” in each Confirmation.

“UCC” means the Uniform Commercial Code as in effect in the State of New York.

“UK Securities Intermediary” means Deutsche Bank AG, London Branch, in its capacity as securities intermediary in respect of the Cash Collateral Account.

“Valuation Date” means each Business Day from the first Prepayment Date in respect of the Forward Transactions through the date on which all obligations of the Pledgors under the Transaction Documents have been satisfied in full.

“Withdrawal Notice” shall have the meaning provided in Section 8(a).

(b) Except as otherwise set forth herein, each of the following terms as used herein shall have the meanings given such term in the UCC section set forth opposite such term:


Term		Section
certificated security		8-102(a)(4)
entitlement order		8-102(a)(8)
financial assets		8-102(a)(9)
general intangible		9-102(a)(42)
investment property		9-102(a)(49)
securities		8-102(a)(15)
securities intermediary		8-102(a)(14)
security entitlement		8-102(a)(17)
uncertificated security		8-102(a)(17)

[***] Confidential Treatment Requested.

(c) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof and (iv) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement.

Section 2. The Security Interests. (a) In order to secure the full and punctual observance and performance by the Pledgors of the covenants, agreements and obligations to the Secured Parties contained herein, in the ISDA Agreements and in the other Transaction Documents, each Pledgor hereby assigns, pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, security interests in and to, and a lien upon, for the benefit of the Secured Parties, all of such Pledgor’s right, title and interest in and to (i) the Pledged Items described in Sections 2(b) and 2(c); (ii) all additions to and substitutions for such Pledged Items (such additions and substitutions, the “Additions and Substitutions”); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or at any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against such Pledgor, with respect to such Pledgor) from or in connection with the Pledged Items or the Additions and Substitutions (including, without limitation, any shares of capital stock issued by the Issuer in respect of any Shares constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Shares constituting Collateral, or into which any such Shares are converted, in connection with any Extraordinary Event, and any security entitlements in respect of any of the foregoing); (iv) the Collateral Account and all assets from time to time credited

thereto, (v) the Cash Collateral Account and all assets from time to time credited thereto, including any Cash Collateral and Cash Margin; (vi) the New Jersey ICA Securities Account and all assets from time to time credited thereto; (vii) account(s) maintained by the Collateral Agent (the “Securities/Custodial Account(s)” and, together with the Collateral Account, the Cash Collateral Account and New Jersey ICA Securities Account, the “Accounts”) and all rights of such Pledgor in connection with such account(s); (viii) all securities and other financial assets and other funds, property or assets from time to time held or credited as Collateral hereunder; (ix) all rights of such Pledgor under Section 5 of the Stock Purchase Agreement (the “Registration Rights”); (x) all rights of such Pledgor under the New Jersey ICA Trust Agreement (the “ICA Trust Rights”); (xi) all powers and rights now owned or hereafter acquired under or with respect to the Pledged Items, the Additions and the Substitutions, the Accounts, the Registration Rights or the ICA Trust Rights; and (xii) all proceeds of the foregoing (such Pledged Items, such Additions and Substitutions, such Accounts, such Registration Rights, such ICA Trust Rights, proceeds, collections, powers, rights and assets held therein or credited thereto being herein collectively called the “Collateral”). The Collateral Agent shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to the Collateral Agent by this Agreement.

(b) On or before each Prepayment Date, the Pledgor that has requested the Prepayment to be made on such date shall deliver to the Collateral Agent in pledge hereunder Eligible Collateral consisting of a number of Shares (if any) specified in the Prepayment Notice delivered to the Collateral Agent relating to such Prepayment Date, in the manner provided in Section 5(a). Concurrently with the delivery of any Eligible Collateral, such Pledgor shall deliver to the Collateral Agent a certificate of an Authorized Officer of such Pledgor substantially in the form of Exhibit B hereto and dated the date of such delivery, (x) identifying the items of Eligible Collateral being delivered and (y) certifying that with respect to such items of Eligible Collateral the representations and warranties contained in Sections 3(a), 3(b), 3(c) and 3(d) are true and correct with respect to such Eligible Collateral on and as of the date thereof.

(c) In the event that the Issuer at any time issues to either Pledgor in respect of any Shares constituting Collateral hereunder or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any class or any cash, securities or other property distributed in respect of or exchanged for any Collateral, or into which any such Collateral is converted, whether in connection with any Extraordinary Event or otherwise (or any security entitlements in respect of the foregoing), such Pledgor shall immediately pledge and deliver to the Collateral Agent in accordance with Section 5(a) all such shares, cash, securities, other property and security entitlements in respect thereof as additional Collateral hereunder.

(d) The Security Interests are granted as security only and shall not subject the Agents or the Banks to, or transfer or in any way affect or modify, any obligation or liability of the Pledgors or the Issuer with respect to any of the Collateral or any transaction in connection therewith.

Section 3. Representations and Warranties of the Pledgors. Each Pledgor hereby represents and warrants to the Agents and the Banks that:

(a) The Pledgors (i) own and, at all times prior to the release of the Collateral pursuant to the terms of this Agreement, will own their respective Collateral free and clear of any Liens (other than the Security Interests and the security interests granted to the Collateral Agent under the New Jersey ICA Securities Account Control Agreement and the interests of the New Jersey ICA Trustee under the New Jersey ICA Trust Agreement) or Transfer Restrictions (other than the Existing Transfer Restrictions) and (ii) are not and will not become a party to or otherwise bound by any agreement, other than this Agreement, the Liquidity Agreement, any Custody Agreement, any Control Agreement referred to in Section 5(b)(iii), 5(b)(iv) or 5(b)(v) or the New Jersey ICA Security Documents, that (x) restricts in any manner the rights of any present or future owner of the Collateral with respect thereto or (y) provides any Person other than the Pledgors, the Agents, the Banks or any securities intermediary through which any Collateral is held (but, in the case of any such securities intermediary, only with respect to Collateral held through it) with Control with respect to any Collateral.

(b) Other than financing statements or other similar or equivalent documents or instruments with respect to the Security Interests, no financing statement, security agreement or similar or equivalent document or instrument covering all or any part of (i) the Collateral or (ii) any other general intangibles of the Pledgors are on file or of record in any jurisdiction in which such filing or recording would be effective to perfect a lien, security interest or other encumbrance of any kind on such Collateral or such other general intangibles, as the case may be.

(c) All Collateral consisting of securities and all financial assets underlying Collateral consisting of security entitlements at any time pledged hereunder is and will be issued by an issuer organized under the laws of the United States, any State thereof or the District of Columbia and (i) certificated (and the certificate or certificates in respect of such securities or financial assets are and will be located in the United States) and registered in the name of either Pledgor or held through a securities intermediary whose jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States or (ii)

uncertificated and either registered in the name of either Pledgor or held through a securities intermediary whose jurisdiction (within the meaning of Section 8-110(e) of the UCC) is located in the United States; provided that this representation shall not be deemed to be breached if, at any time, any such Collateral is issued by an issuer that is not organized under the laws of the United States, any State thereof or the District of Columbia, and the parties hereto agree to procedures or amendments hereto necessary to enable the Collateral Agent to maintain, for the benefit of the Secured Parties, a valid and continuously perfected security interest in such Collateral, in respect of which the Collateral Agent will have Control, subject to no prior Lien. The parties hereto agree to negotiate in good faith any such procedures or amendments.

(d) Upon (i) the delivery of certificates evidencing investment property consisting of securities to the Collateral Agent in accordance with Section 5(b)(i) or the registration of any such investment property consisting of uncertificated securities in the name of the Collateral Agent or its nominee or sub-custodian in accordance with Section 5(b)(ii), the Collateral Agent will have, for the benefit of the Secured Parties, a valid and, as long as the Collateral Agent or its nominee or sub-custodian retains possession of such certificates or such uncertificated securities remain so registered, perfected security interest therein, in respect of which the Collateral Agent will have Control, subject to no prior Lien, (ii) in the case of securities in respect of which security entitlements are held by either Pledgor through a securities intermediary other than the Collateral Agent, the crediting of any securities or other financial assets underlying any such investment property consisting of security entitlements to a securities account of the Collateral Agent or to a securities account of such Pledgor and, if the securities account is an account of such Pledgor, the execution by the securities intermediary of a Control Agreement in accordance with Section 5(b)(iii), the Collateral Agent will have, for the benefit of the Secured Parties, a valid and, so long as such Collateral continues to be credited to such securities account with the applicable securities intermediary, perfected security interest in a securities entitlement in respect thereof, in respect of which the Collateral Agent will have Control subject to no prior Lien, (iii) in the case of securities in respect of which security entitlements are held by either Pledgor through the Collateral Agent as such Pledgor’s securities intermediary, the grant of the security interests hereunder, the Collateral Agent will have, for the benefit of the Secured Parties, a valid and perfected security interest in a security entitlement in respect thereof, in respect of which the Collateral Agent will have Control subject to no prior Lien, (iv) in the case of financial assets that are held by either Pledgor through the UK Securities Intermediary in the Cash Collateral Account (including any cash deemed to be financial assets therein) as provided in Section 7, the grant of the security interests hereunder and the execution by the UK Securities Intermediary of a Control Agreement in accordance with Section 5(b)(v), the Collateral Agent will have, for the benefit of the Secured Parties, a valid and perfected security interest in a security entitlement in respect thereof, in respect of which the

Collateral Agent will have Control subject to no prior Lien, and (e) in the case of securities in respect of which security entitlements are held by the New Jersey ICA Trustee through Deutsche Bank Trust Company Americas as New Jersey ICA Trustee’s securities intermediary, the grant of the security interests hereunder and under the New Jersey ICA Securities Account Control Agreement and the execution by the securities intermediary of a Control Agreement in accordance with Section 5(b)(vi), the Collateral Agent will have, for the benefit of the Secured Parties, a valid and perfected security interest in a security entitlement in respect thereof, in respect of which the Collateral Agent will have Control subject to no prior Lien.

(e) No registration, recordation, filing with, or approval from, any governmental body, agency or official, including, without limitation, any Gaming Authority, is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Security Interests, except for financing statements with respect to the Security Interests and such registrations, recordations, filings or approvals as may be required by virtue of the Existing Transfer Restrictions.

(f) The representations and warranties of the Pledgors set forth under the heading “Gaming Law Representations and Warranties” in each Confirmation are hereby incorporated by reference, mutatis mutandis, as if fully set forth herein.

(g) The Pledgors have not performed any acts that could reasonably be expected to prevent the Collateral Agent from enforcing any of the terms of this Agreement or that could reasonably be expected to limit the Collateral Agent in any such enforcement.

(h) The Location of the Nevada Pledgor is the State of Nevada and the Location of Cayman Pledgor is the District of Columbia.

Section 4. Certain Covenants of the Pledgors. The Pledgors agree that, so long as any of the Pledgors’ obligations under the ISDA Agreements remain outstanding:

(a) The Pledgors shall give prompt notice to the Agents and the Initial Banks of the occurrence of any Collateral Event of Default, describing in reasonable detail the circumstances of such Collateral Event of Default.

(b) The Pledgors shall, at the expense of the Pledgors and in such manner and form as the Initial Banks or the Collateral Agent may reasonably require, give, execute, deliver, file and record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable to enable the Collateral Agent to (i) create, preserve, perfect,

substantiate or validate any security interest granted pursuant hereto, (c) create or maintain Control with respect to any such security interests in any investment property or (d) enable the Collateral Agent to exercise and enforce its rights and the rights of the Banks hereunder with respect to such security interest. To the extent permitted by applicable law, the Pledgors hereby authorize the Collateral Agent to execute and file, in the name of each of the Pledgors or otherwise, UCC financing or continuation statements (which may be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) relative to all or any part of the Collateral that the Collateral Agent may reasonably deem necessary or appropriate to further perfect, or maintain the perfection of, the Security Interests.

(c) The Pledgors shall defend the Pledgors’ title to the Collateral, subject to the rights of the Collateral Agent and the Banks, against the claims and demands of all Persons which could reasonably be expected to affect the Pledgors’ title to the Collateral. The Collateral Agent and the Initial Banks (or, as they may agree, one of them) may elect, but without an obligation to do so, to discharge any Lien of any third party on any of the Collateral.

(d) Details of the Security Interests granted pursuant hereto shall be entered and maintained in the register of mortgages and charges of the GP, such entries indicating clearly that the encumbered property is an asset of the Cayman Pledgor.

(e) The Pledgors agree that no Pledgor shall change any of (i) such Pledgor’s name, identity or limited liability company or limited partnership structure in any manner or (ii) such Pledgor’s Location or such Pledgor’s organizational identification number issued to it by such Pledgor’s Location, unless in any such case (x) the Pledgors shall have given the Collateral Agent not less than 30 days’ prior notice thereof and (y) such change shall not cause any of the Security Interests to become unperfected, cause the Collateral Agent to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property or subject any Collateral to any other Lien.

(f) Except as contemplated by Section 17, the Pledgors agree that no Pledgor shall (i) create or permit to exist any Lien (other than the Security Interests and the interests of the New Jersey ICA Trustee under the New Jersey ICA Trust Agreement) or any Transfer Restriction (other than the Existing Transfer Restrictions) upon or with respect to the Collateral, (ii) sell or otherwise dispose of, or grant any option with respect to, any of the Collateral (other than pursuant to the Liquidity Agreement) or (iii) enter into or consent to any agreement (other than the Liquidity Agreement, any Custody Agreement or any Control Agreement referred to in Section 5(b)(iii), 5(b)(iv) or 5(b)(v) or the New Jersey ICA Security Documents) pursuant to which any Person other than the Pledgors, any Agent, any Bank and any securities intermediary through which any

of the Collateral is held (but, in the case of any such securities intermediary, only in respect of Collateral held through it) has or will have Control in respect of any Collateral.

(g) No Pledgor shall create, incur, assume or permit to exist any Specified Indebtedness, other than Specified Indebtedness under the ISDA Agreements.

(h) Except as permitted by Section 16, no Pledgor shall merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with them, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or liquidate or cause its dissolution.

Section 5. Administration of the Collateral and Valuation of the Securities. (a) Concurrently with the delivery of any Eligible Collateral pursuant to Section 2(b), each Pledgor delivering such Eligible Collateral shall deliver to the Collateral Agent a certificate of an Authorized Officer of such Pledgor substantially in the form of Exhibit B hereto and dated the date of such delivery, (b) identifying the additional items of Eligible Collateral being pledged and (c) certifying that with respect to such items of Eligible Collateral the representations and warranties contained in Sections 3(a), 3(b), 3(c) and 3(d) are true and correct with respect to such Eligible Collateral on and as of the date thereof. Each Pledgor hereby covenants and agrees to take all actions required under Section 5(b) and any other actions necessary to create for the benefit of the Collateral Agent a valid, first priority, perfected security interest in, and a first lien upon, such Eligible Collateral, as to which the Collateral Agent will have Control.

(b) Any delivery of any securities, security entitlements or any other financial assets as Collateral to the Collateral Agent (or, upon direction of the Collateral Agent, to its nominee or sub-custodian) by the Pledgors shall be effected (i) in the case of Collateral consisting of certificated securities registered in the name of either Pledgor, by delivery of certificates representing such securities to the Collateral Agent (or, upon direction of the Collateral Agent, to its nominee or sub-custodian), accompanied by any required transfer tax stamps, and in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank (including any related documentation required by the transfer agent for such securities in connection with effecting or registering transfer), with signatures appropriately guaranteed, all in form and substance reasonably satisfactory to the Collateral Agent, (ii) in the case of Collateral consisting of uncertificated securities registered in the name of either Pledgor, by transmission by the relevant Pledgor of an instruction to the issuer of such securities instructing such issuer to register such securities in the name of the Collateral Agent (or, upon direction of the Collateral Agent, to its

nominee or sub-custodian), accompanied by any required transfer tax stamps, and the issuer’s compliance with such instructions, (iii) in the case of securities in respect of which security entitlements are held by either Pledgor through a securities intermediary other than Deutsche Bank Trust Company Americas, its nominee or sub-custodian, by the crediting of such securities, accompanied by any required transfer tax stamps, to a securities account of the Collateral Agent, its nominee or sub-custodian or such Pledgor at such securities intermediary or, at the option of the Collateral Agent in its reasonable discretion, at another securities intermediary satisfactory to the Collateral Agent and, if such securities account is an account of either Pledgor, the execution by such Pledgor and such securities intermediary of a Control Agreement in form and substance reasonably satisfactory to the Collateral Agent, (iv) in the case of securities in respect of which security entitlements are held by either Pledgor through Deutsche Bank Trust Company Americas as such Pledgor’s securities intermediary, by the grant of the Security Interests hereunder and, in the case of an account in the name of such Pledgor, the execution by such Pledgor, the Collateral Agent and Deutsche Bank Trust Company Americas in its capacity as securities intermediary of a Control Agreement substantially in the form of Exhibit F-1 (the “Infinity Securities Account Control Agreement”), (v) in the case of financial assets (including any cash deemed to be financial assets) in respect of which security entitlements are held by either Pledgor through the UK Securities Intermediary as such Pledgor’s securities intermediary, by the grant of the Security Interests hereunder and, in the case of an account in the name of such Pledgor, the execution by such Pledgor, the Collateral Agent and the UK Securities Intermediary in its capacity as securities intermediary of a Control Agreement substantially in the form of Exhibit F-3 (the “Infinity United Kingdom Securities Account Control Agreement”), and (vi) in the case of securities in respect of which security entitlements are held by the New Jersey ICA Trustee through Deutsche Bank Trust Company Americas, as New Jersey ICA Trustee’s securities intermediary, by the grant of the Security Interests hereunder and under the New Jersey ICA Securities Account Control Agreement and the execution by the New Jersey ICA Trustee, the Pledgors, the Collateral Agent and Deutsche Bank Trust Company Americas, in its capacity as securities intermediary, of a New Jersey ICA Securities Account Control Agreement.

(c) If on any Business Day the Collateral Agent has received notice that a Collateral Event of Default shall have occurred, the Collateral Agent shall promptly notify the Pledgors and each Bank of such determination by telephone call to an Authorized Officer of the Pledgors and each Bank followed by a written confirmation to such Authorized Officers of such call.

(d) Except as permitted hereunder, the Collateral Agent shall not sell, pledge, rehypothecate, assign, (except as set forth in Section 7(e) below) invest, use, commingle or otherwise dispose of, or otherwise use in its business, any Collateral.

(e) Promptly after any request therefor, the Collateral Agent shall provide such information regarding the Collateral as the Pledgors or any Bank may from time to time reasonably request, such as the number of Pledged Shares held as Collateral in the Collateral Account and the balance on deposit, if any, in the Cash Collateral Account at such time.

SECTION 6. Income and Voting Rights in Collateral. (a) The Collateral Agent shall have the right to receive and retain as Collateral hereunder all proceeds of the Collateral, including any Cash Distributions in respect of the Collateral, and the Pledgors shall take all such action as the Initial Banks or the Collateral Agent may reasonably request to give effect to such right. All such proceeds including, without limitation, all Cash Distributions and other payments and distributions in respect of the Collateral that are received by either Pledgor shall be received in trust for the benefit of the Collateral Agent and the Banks and, if the Collateral Agent so directs, shall be segregated from other funds of Pledgor and shall, forthwith upon demand by the Collateral Agent, be paid over to the Collateral Agent as Collateral in the same form as received (with any necessary endorsement) for deposit into the Cash Collateral Account. Any Cash Distribution deposited pursuant to this Section 6(a) shall, at the Pledgors’ written request, be withdrawn and applied to pay obligations under the ISDA Agreements or hereunder that are then due and payable; provided that after giving effect to such application of funds, the LtV shall be less than 50%.

(b) Unless an Acceleration Event shall have occurred, the Pledgors shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral, and the Collateral Agent shall, upon receiving a written request from the Pledgors accompanied by a certificate of an Authorized Officer of the Pledgors stating that no Acceleration Event has occurred, deliver to the relevant Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of the Collateral Agent or its nominee or sub-custodian as shall be specified in such request and shall be in form and substance reasonably satisfactory to the Collateral Agent; provided, however, that (i) the Collateral Agent shall only be required to deliver such proxies, powers of attorneys, consents, ratifications and waivers as have actually been received by it in respect of the Collateral and (ii) the Collateral Agent shall only be required to make such deliveries as quickly as reasonably practicable after its receipt of the relevant documents and the written request.

SECTION 7. Collateral Account; Cash Collateral Account; Margin Calls.

(a) (i) The Collateral Agent has established, or caused to be established, prior to the Amendment Effective Date, the Collateral Account, in the name of the Nevada Pledgor and under the exclusive Control of the Collateral Agent or its

sub-custodian, in or to which, subject to Section 17, all investment property owned by the Nevada Pledgor constituting Collateral pursuant to the Transaction Documents shall be held or credited from time to time. After consummation of the actions set forth in Sections 7(f) and (g), the Collateral Agent shall rename, or caused to be renamed, the Collateral Account in the name of the Pledgors and under the exclusive Control of the Collateral Agent or its sub-custodian, in or to which, subject to Section 17, all investment property owned by the Pledgors constituting Collateral pursuant to the Transaction Documents (other than any Cash Collateral held from time to time in the Cash Collateral Account) shall be held or credited from time to time.

(ii) The Collateral Agent will establish, or cause to be established, the Cash Collateral Account with the UK Securities Intermediary in the joint names of the Pledgors and under the exclusive Control of the Collateral Agent or its sub-custodian, into which all cash amounts owned by the Pledgors that are to be deposited therein pursuant to the Transaction Documents shall be deposited from time to time. The Pledgors may deliver cash to the Collateral Agent as additional Collateral at any time in amounts not less than the Minimum Transfer Amount. The Cash Collateral Account will be operated as provided in this Section.

(b) After consummation of the actions set forth in Section 7(f), the Collateral Agent shall deposit the following amounts, as and when received by it, in the Cash Collateral Account:

(i) each amount delivered as Cash Margin pursuant to Section 7(c) below;

(ii) each Cash Distribution required by Section 6(a) to be deposited therein; and

(iii) each other cash amount delivered from time to time by or on behalf of the Pledgors to the Collateral Agent as Collateral in pledge hereunder.

(c) If, as of any Valuation Date, a Trigger Event has occurred, upon a written demand made on the Pledgors by the Collateral Agent or any Initial Bank (a “Margin Call”) on or promptly following such Valuation Date, the Pledgors shall deliver or cause to be delivered to the Cash Collateral Account the amount of cash necessary to establish an LtV of [***] or less (the amount of cash so delivered and any other cash amount (other than Dividend Amounts) otherwise delivered by or on behalf of the Pledgors and held by the Collateral Agent

[***] Confidential Treatment Requested.

(whether in the Cash Collateral Account or in investments permitted under Section 7(e)), the “Cash Margin”). The Pledgors shall deliver Cash Margin to the Collateral Agent in satisfaction of the Margin Call no later than the close of business on the second Business Day following the date of such Margin Call. The Collateral Agent or any Initial Bank making any Margin Call on the Pledgors shall give notice of such Margin Call substantially simultaneously with such Margin Call (x) in the case of the Collateral Agent, to the Banks and (y) in the case of any Initial Bank, to the Collateral Agent and the other Banks.

(d) Upon the Pledgors’ written request in the form set forth in Exhibit C hereto, the Collateral Agent shall from time to time withdraw from the Cash Collateral Account and deliver to the Pledgors the amount of Cash Margin specified in such request of the Pledgors, provided that (i) no Default, Event of Default or Termination Event shall have occurred and be continuing, (ii) as of the date of such request of the Pledgors the LtV is less than [***] and (iii) after giving effect to such withdrawal and delivery, the LtV shall be less than [***].

(e) During the term of this Agreement, the Collateral Agent shall or, after consummation of the actions set forth in Section 7(f), shall cause the UK Securities Intermediary to, invest and reinvest the balance on deposit from time to time in the Cash Collateral Account (such balance, the “Cash Collateral”) in any of the following investments denominated in U.S. dollars, in each case at the written direction of an Authorized Officer of the Pledgors:

(i) money market mutual funds investing in U.S. dollar-denominated securities with a long-term debt rating of AA or higher by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or Aa2 or higher by Moody’s Investors Service, Inc.; and

(ii) U.S. dollar-denominated term deposits with Deutsche Bank AG.

The Collateral Agent shall have no obligation to invest or reinvest, or to cause the UK Securities Intermediary to invest or reinvest, the Cash Collateral if deposited in the Cash Collateral Account after 9:00 a.m. (New York City time) on such day of deposit. Instructions received after 9:00 a.m. (New York City time) will be treated as if received on the following business day. The Collateral Agent shall have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of the Cash Collateral. Any interest or other income received on such investment and reinvestment of the Cash Collateral shall become part of the Cash Collateral and any losses incurred on such investment and reinvestment of the Cash Collateral shall be debited against the Cash Collateral.

[***] Confidential Treatment Requested.

If a selection is not made and a written direction not given to the Collateral Agent, the Cash Collateral shall remain uninvested with no liability for interest therein. It is understood and agreed that the Collateral Agent may earn fees from third parties associated with the investments outlined above in accordance with the terms of such investments. Notwithstanding the foregoing, the Collateral Agent shall have the power to sell or liquidate the foregoing investments whenever the Collateral Agent shall be required to release all or any portion of the Cash Collateral pursuant to the terms hereof. In no event shall the Collateral Agent be deemed an investment manager or adviser in respect of any selection of investments hereunder. It is understood and agreed that the Collateral Agent or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Collateral Agent’s economic self-interest for (A) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain of the investments, (B) using Affiliates to effect transactions in certain investments and (C) effecting transactions in investments. For the avoidance of doubt, Pledgors acknowledge that, to the extent the Collateral Agent determines appropriate in order to comply with applicable law, the Collateral Agent may withhold amounts from the proceeds from investments described in this Section 7(e) paid to or credited to the account of Pledgors, and such withheld amounts shall for all purposes of this Agreement be treated as having been paid or credited to the account of Pledgors. If any governmental authority asserts a claim that the Collateral Agent did not properly withhold any such amounts, whether or not such assertion is or is determined to be correct, the Pledgors agree to indemnify and hold the Collateral Agent harmless from any losses resulting therefrom, including the amount of any such withholding(s), and any penalties, interest and expenses (including legal and other expenses) incurred in connection therewith.

(f) Each Pledgor shall, immediately upon the effectiveness of this Agreement, (i) execute and deliver the Infinity United Kingdom Securities Account Control Agreement to the Collateral Agent and Deutsche Bank AG, London Branch, in its capacity as securities intermediary, (ii) serve a notice on the UK Securities Intermediary of the Security Interest created hereunder in the Cash Collateral Account and all assets from time to time credited thereto, substantially in the form of Part 1 of Exhibit K (the “UK Securities Intermediary Notice”) and (iii) use its commercially reasonable best efforts to ensure that the UK Securities Intermediary acknowledges the notice, substantially in the form of Part 2 of Exhibit K (the “UK Securities Intermediary Acknowledgment”).

(g) Each Pledgor hereby instructs the Collateral Agent to, promptly (which shall in no event be later than April 23, 2008 at 10:00 a.m. (New York City time)) upon the execution and delivery of the Infinity United Kingdom Securities Account Control Agreement by the Pledgors, the UK Securities Intermediary and the Collateral Agent, the delivery of the UK Securities Intermediary Notice to the UK Securities Intermediary and the receipt of the UK

Securities Intermediary Acknowledgment executed by the UK Securities Intermediary, transfer the entire cash balance then on deposit in the Collateral Account to the Cash Collateral Account. Each Initial Bank hereby consents to such transfer of the Cash Collateral.

Section 8. Remedies Upon Acceleration Event. (a) Upon the occurrence of any Acceleration Event, the Collateral Agent (and, as specified herein, the Disposition Agents as sub-agents) may exercise on behalf of the Secured Parties all the rights of a secured party under the Uniform Commercial Code (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, the Disposition Agents shall have the right, subject to the Right of First Refusal Provision and the Buy-Out Option Provision, to sell all or any part of the Collateral, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery, and at such price or prices as the Disposition Agents may deem satisfactory. Any Initial Bank giving notice pursuant to Section 6(a) or 6(b) of the relevant ISDA Master Agreement (the “Initiating Bank”) to the Pledgors designating an Early Termination Date (a “Designation Notice”) shall give such notice (substantially simultaneously with the giving of notice to the Pledgors) to the Collateral Agent, Parent, the other Initial Banks and the Disposition Agents, it being understood and agreed that only an Initial Bank may give a Designation Notice. Promptly after giving a Designation Notice, the Initiating Bank agrees to consult with the other Initial Banks (each, a “Responding Bank”) regarding such notice and the exercise of remedies hereunder and if all three Initial Banks agree that the Designation Notice should be withdrawn, the Initiating Bank shall deliver a notice of such withdrawal (a “Withdrawal Notice”) prior to the Election Deadline to the Agents, the Pledgors, Parent and the Responding Banks, it being understood and agreed that if a Withdrawal Notice is not delivered (or deemed to be delivered pursuant to the Buy-Out Option Provision) by the Initiating Bank in respect of its Designation Notice prior to the Election Deadline, such Designation Notice shall continue to remain effective. From and after the occurrence of any Acceleration Event, subject to the Right of First Refusal Provision, any Initial Bank may instruct the Agents to, and any Agent may, proceed to realize on the Collateral and exercise other remedies available hereunder, under the Liquidity Agreement and applicable law. The Agents shall take such actions and exercise such remedies as may be directed by any of the Initial Banks, it being understood and agreed that any sale of Collateral shall be conducted by the Disposition Agents and that any Secured Party may purchase the Collateral for its own account at any such sale. Each Pledgor covenants and agrees that such Pledgor will execute and deliver such documents and take such other action as the Agents deem necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Collateral Agent shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the

Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgors that may be waived or any other right or claim of the Pledgors, and each Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that such Pledgor has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9-611 of the UCC shall (1) in case of a public sale, state the time and place fixed for such sale, (2) in case of sale at a broker’s board or on a securities exchange, state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange and (3) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Disposition Agents may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Disposition Agents may determine. The Disposition Agents shall not be obligated to make any such sale pursuant to any such notice. The Disposition Agents may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Agents until the selling price is paid by the buyer thereof, but no Agent shall incur any liability in case of the failure of such buyer to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Agents, instead of exercising the power of sale herein conferred upon them, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

(b) Each Pledgor hereby irrevocably appoints the Collateral Agent (and each Disposition Agent in the case of any sale of Eligible Collateral) such Pledgor’s true and lawful attorney, with full power of substitution, in the name of such Pledgor, the Agents or the Banks or otherwise, for the sole use and benefit of the Agents and the Banks, but at the expense of the Pledgors, to the extent permitted by law, to exercise, at any time and from time to time after the occurrence of any Acceleration Event, all or any of the following powers with respect to all or any of the Collateral:

(i) to demand, sue for, collect, receive and give acquittance for any and all monies due or to become due upon or by virtue thereof,

(ii) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto,

(iii) subject to the Right of First Refusal Provision, to sell, transfer, assign or otherwise deal in or with the same or the proceeds or avails thereof, as fully and effectually as if the Agents were the absolute owner thereof (including, without limitation, the giving of instructions and entitlement orders in respect thereof); and

(iv) with the consent of all the Initial Banks, to extend the time of payment of any or all thereof and to make any allowance and other adjustments with reference thereto.

(c) Upon any delivery or sale of all or any part of any Collateral made either under the power of delivery or sale given hereunder or under judgment or decree in any judicial proceedings for foreclosure or otherwise for the enforcement of this Agreement, each Agent is hereby irrevocably appointed the true and lawful attorney of each Pledgor, in the name and stead of such Pledgor, to make all necessary deeds, bills of sale, instruments of assignment, transfer or conveyance of the property, and all instructions and entitlement orders in respect of the property thus delivered or sold. For that purpose each Agent may execute all such documents, instruments, instructions and entitlement orders. This power of attorney shall be deemed coupled with an interest, and each Pledgor hereby ratifies and confirms that which such Pledgor’s attorney acting under such power, or such attorney’s successors or agents, shall lawfully do by virtue of this Agreement. If so requested by any Agent, by any Initial Bank or by any buyer of the Collateral or a portion thereof, the Pledgors shall further ratify and confirm any such delivery or sale by executing and delivering to such Agent, to such Initial Bank or to such buyer or buyers at the expense of the Pledgors all proper deeds, bills of sale, instruments of assignment, conveyance or transfer, releases, instructions and entitlement orders as may be designated in any such request.

(d) Upon the occurrence of any Acceleration Event, the Collateral Agent (and, in the case of Eligible Collateral, the Disposition Agents) may and, at the direction of any Initial Bank shall, subject to the Right of First Refusal Provision, proceed to realize upon the security interest in the Collateral against any one or more of the types of Collateral, at any time, as such Agents shall determine in their sole discretion subject to the foregoing provisions of this Section 8. The proceeds of any sale of, or other realization upon, or other receipt from, any of the Collateral shall be delivered to the Collateral Agent and applied by the Collateral Agent in accordance with the instructions regarding such allocation of funds provided by the Calculation Agents, in the following order of priorities:

first, to the payment to the Agents of the expenses of such sale or other realization, including reasonable compensation to the Agents and their agents and counsel, and all expenses, liabilities and advances incurred or made by the Agents in connection therewith, including brokerage fees in connection with the sale by the Agents of any Collateral;

second, to the payment to each Bank of its pro rata share of the aggregate amount owing by the Pledgors in respect of the Transactions; and

finally, if all of the obligations of the Pledgors hereunder and under the other Transaction Documents have been fully discharged or sufficient funds have been set aside by the Collateral Agent at the request of the Pledgors for the discharge thereof, any remaining proceeds shall be released to the Pledgors.

(e) To the extent necessary to perform its duties under Section 8(d) above, the Collateral Agent may require the Calculation Agents to provide to the Collateral Agent instructions regarding the allocation of proceeds from the realization of Collateral.

(f) Each Pledgor recognizes that the Secured Parties may not choose to effect a public sale of all or a part of the Collateral by reason of certain prohibitions contained (x) in the Securities Act of 1933, as amended, as now or hereafter in effect, (y) in applicable Blue Sky or other state securities laws or (z) in any applicable rules or regulations, as now or hereafter in effect, and may resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at prices and other terms less favorable to the seller than if such Collateral were sold at public sales, and that the Secured Parties have no obligation to delay sale of any such Collateral for the period of time necessary to permit the issuer of such Collateral, even if such issuer would agree, to register such Collateral for public sale under such applicable securities laws. Each Pledgor agrees that private sales made under the foregoing circumstances, including, without limitation, any sale to Parent or Parent’s designee pursuant to the Liquidity Agreement, shall be deemed to have been made in a commercially reasonable manner.

(g) Upon the occurrence of an Acceleration Event, no Pledgor shall vote or give consents, ratifications and waivers with respect to the Collateral without the prior written consent of the Collateral Agent. Each Pledgor covenants and agrees that such Pledgor will execute and deliver such documents and take such other action as the Agents reasonably deem necessary or advisable in order to communicate such restriction to the Issuer or its agents.

(h) The Collateral Agent and the other Secured Parties agree and acknowledge that any disposition of all or any part of the Collateral pursuant to the exercise of remedies under this Section 8 or otherwise shall be subject to the terms of the New Jersey ICA Trust Agreement, the New Jersey ICA Securities Account Control Agreement and the New Jersey ICA Collateral Disposition and Forbearance Agreement referenced in Section 17 hereof so long as such agreements are in effect.

SECTION 9. Prepayments and Payments. (a) To request a Prepayment under each Forward Transaction, a Pledgor shall notify the Collateral Agent of such request in writing substantially in the form of Prepayment Notice set forth as Exhibit E hereto, no later than 12:00 noon (New York City time) three Business Days prior to the applicable Prepayment Date. Promptly after it receives a Prepayment Notice in accordance with this Section, the Collateral Agent shall advise each Bank as to the details of such Prepayment Notice and the amount of such Bank’s Prepayment to be made pursuant thereto.

(b) Each Bank making a Prepayment shall wire the amount thereof in immediately available funds, by 12:00 noon (New York City time), on the proposed Prepayment Date, to the Payment Account. The Collateral Agent shall make such funds available to the Pledgor requesting such Prepayment by promptly crediting the amounts so received, in like funds, to an account of such Pledgor in New York City designated by such Pledgor in the applicable Prepayment Notice.

(c) The Pledgors shall make each payment required to be made by them under the Transaction Documents to the Payment Account. The Collateral Agent shall distribute any such payment received by it for the account of any other Persons to the appropriate parties promptly after receipt thereof ratably among the parties entitled thereto in accordance with the amounts of the payments then due to such parties.

(d) At least five Business Days prior to the date on which a payment is due under the Confirmations, the Calculation Agents shall furnish to the Collateral Agent the amount and description of such payment. The Calculation Agents shall provide the Collateral Agent with such additional information regarding payments in respect of the Transactions (including, for the avoidance of doubt, the interest rate applicable to the Floating Amount under the Swap Transactions) as the Collateral Agent may reasonably request in connection with the performance of its duties hereunder.

SECTION 10. The Agents. (a) Each Bank hereby irrevocably appoints and authorizes the Collateral Agent and each Disposition Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Collateral Agent and the Disposition Agents by the terms hereof, together with all such powers as are reasonably incidental thereto. The Collateral Agent may also determine purely administrative matters without consulting the Banks.

(b) The obligations of the Agents hereunder are only those expressly set forth in this Agreement.

(c) The Agents may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

(d) Neither any Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection with this Agreement (1) with the written consent or at the written request of any Bank or (2) in the absence of its own gross negligence or willful misconduct. The Agents shall not be deemed to have knowledge of any Event of Default or Termination Event unless and until notice describing such Event of Default or Termination Event is given to the Agents by any Pledgor or any Initial Bank. No Agent shall incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by Authorized Officers of the proper party or parties.

(e) Beyond the exercise of reasonable care in the custody thereof, the Collateral Agent shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent, bailee, clearing corporation or securities intermediary or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral if the Collateral is accorded treatment substantially equal to that which it accords its own property, and shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any agent, bailee, clearing corporation or securities intermediary selected by the Collateral Agent in good faith (or selected by an agent, bailee, clearing corporation or securities intermediary so selected by the Collateral Agent or by any agent, bailee, clearing corporation or securities intermediary selected in accordance with this parenthetical phrase).

(f) Each Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Security Document by or through any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Agents and any such sub-agent.

(g) Any corporation or association into which Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its agency business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall, subject to the prior written consent of the Initial Banks, be and become a successor Collateral Agent hereunder and vested with all of the title to the Collateral and all of the powers, discretions, immunities, privileges and other matters as was its predecessor without, except as provided above, the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

(h) The Collateral Agent may at any time give notice of its resignation to the Banks and the Pledgors. Upon receipt of any such notice of resignation, the Initial Banks shall have the right, in consultation with the Pledgors, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Initial Banks and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may on behalf of the Banks appoint a successor Collateral Agent meeting the qualifications set forth above; provided that if the Collateral Agent shall notify the Pledgors and the Banks that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other Security Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the Banks under any of the Security Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Collateral Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to the Banks directly, until such time as the Banks appoint a successor Collateral Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other Security Documents (if not already discharged therefrom as provided above in this Section). After the retiring Collateral Agent’s resignation hereunder and under the other Security Documents, the provisions of this Section shall continue in effect for the benefit of such retiring Collateral Agent, its sub agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Collateral Agent was acting as Collateral Agent.

SECTION 11. Expenses; Indemnity; Damage Waiver. (a) The Pledgors shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents and their Affiliates (including without limitation, any reasonable fees and expenses payable by the Collateral Agent pursuant to any Control/Custody Agreement and the reasonable fees, charges and disbursements of one counsel for the Agents), in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Transaction Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket expenses incurred by the Banks (including without limitation, the fees, charges and disbursements of any counsel for the Banks), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Transaction Documents, including its rights under this Section or (B) in connection with the Transactions, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Transactions and (iii) all out of pocket expenses incurred by Deutsche Bank Trust Company Americas, as escrow agent (the “Escrow Agent”) under the escrow agreement dated as of December 17, 2007 between the New Jersey ICA Trustee and the Escrow Agent (the “Escrow Agreement”) (including, without limitation, (i) all fees and disbursements of counsel, advisors and agents, (ii) all expenses related to the transfer of certificated shares from the transfer agent, and (iii) all taxes or other governmental charges), in connection with the negotiation, execution, delivery and administration of the Escrow Agreement or any amendments, modifications or waivers of the provisions thereof.

(b) The Pledgors shall indemnify each Agent (and any sub-agent thereof), each Bank, the Escrow Agent, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including without limitation, the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by a Pledgor arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Transaction Document, the Escrow Agreement, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Pledgor, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(c) To the extent that the Pledgors for any reason fail to pay any amount required under subsection (a) or (b) of this Section 11 to be paid by them to any Agent (or any sub-agent thereof), or any Related Party of any of the foregoing, each Bank agrees to pay to such Agent (or any such sub-agent) or such Related Party, as the case may be, its Applicable Percentage of such unpaid amount.

(d) To the fullest extent permitted by applicable law, no Pledgor shall assert, and each Pledgor hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document, the Escrow Agreement, or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Transaction or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby.

(e) All amounts due under this Section shall be payable not later than ten Business Days after demand therefor. Any such amount not paid on demand shall bear interest (computed on the basis of a year of 360 days and payable for the actual number of days elapsed) at a rate per annum equal to 2% plus the rate announced from time to time by the Collateral Agent or its affiliated bank as its prime rate.

(f) The agreements in this Section shall survive the resignation of the Collateral Agent, the resignation or removal of the Escrow Agent, the replacement of any Bank, the termination of the Transactions and the payment, satisfaction or discharge of all the other obligations under the Transaction Documents.

SECTION 12. Miscellaneous. (a) Whenever any of the parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of such party. All the covenants and agreements herein contained by or on behalf of the Pledgors and the Collateral Agent shall bind, and inure to the benefit of, their respective successors and permitted assigns whether so expressed or not, and shall be enforceable by and inure to the benefit of the Banks and its successors and permitted assigns. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents and the Banks) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) To the extent permitted by law, the unenforceability or invalidity of any provision or provisions of this Agreement shall not render any other provision or provisions herein contained unenforceable or invalid.

(c) Any provision of this Agreement and any other Transaction Document may be amended or waived if, and only if, such amendment or waiver is in writing and signed by (i) in the case of the Confirmations, each Pledgor and each Initial Bank party thereto (with the consent of the other Initial Banks), (ii) in the case of this Agreement, each Pledgor, the Collateral Agent and each Initial Bank, (iii) in the case of the Liquidity Agreement, each Pledgor, Parent, the Collateral Agent and each Initial Bank and (iv) in the case of any other Security Document, each of the parties thereto, provided that the Collateral Agent shall not agree to any amendment or waiver thereto without the prior consent of each Initial Bank. All amendments and waivers to any Transaction Document made in accordance with this Section 12(c) shall be binding on and inure to the benefit of all parties to the Transaction Documents and their respective successors and permitted assigns.

(d) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided under the Transaction Documents shall be cumulative and not exclusive of any rights or remedies provided by law.

(e) All notices, instructions, directions, demands and other communications hereunder shall be in writing and, except in the case of notices, instructions, directions, demands and other communications given by the Collateral Agent, executed by an Authorized Officer and shall be deemed to have been duly given, (i) if to the Collateral Agent, if it has been delivered by telecopy (to the telecopy number for the Collateral Agent specified below or such other telecopy number as the Collateral Agent shall have specified to the other parties hereto by notice pursuant to this Section 12(e)) and the facsimile sender machine issues a confirmation of error free receipt, and (ii) if to any other party, if sent as an electronic image by email (to the email address for such party specified below or such other email address as such party shall have specified to the other parties hereto by notice pursuant to this Section 12(e)), or, if for any reason email is not available at that time, if sent by telecopy (to the telecopy number for such party specified below or such other telecopy number as such party shall have specified to the other parties hereto by notice pursuant to this Section 12(e)) and the facsimile sender machine issues a confirmation of error free receipt; provided that any Designation Notice, Withdrawal Notice and Buy-Out Exercise Notice shall be

promptly followed by a telephone call to the addressee of such notice to confirm its receipt (it being understood that the failure of the recipient to accept such telephonic call shall not render any such notice ineffective). Any Designation Notice shall be conspicuously marked “Urgent” and “For Immediate Attention”.

Notices to either Pledgor shall be directed to it, c/o Dubai World, Emirates Towers, Level 47, Sheikh Zayed Road, Dubai, United Arab Emirates, Attention: Abdul Wahid A. Rahim Al Ulama, Group Chief Legal Officer, Telephone No.: (971 4) 390 3800, Telecopy No. (971 4) 390 3810, Email: Abdulwahid.Alulama@dubaiworld.ae.

Notices to the Collateral Agent shall be directed to it at Deutsche Bank Trust Company Americas, 60 Wall Street Mail Stop NYC60-2710, New York, NY 10005, Attention: Manager, Project Finance Group, Telephone No. (212) 250-7727, Telecopy No. (732) 578-4636 with a copy to each Initial Bank.

Notices to any Initial Bank shall be directed to such Initial Bank at:

(i) in the case of CS, Credit Suisse International, One Cabot Square, London E14 4QJ, United Kingdom, Facsimile: +44 (020) 7458 8241, Attention: General Counsel Europe - Legal and Compliance Department; with a copy to One Cabot Square, London E14 4QJ, United Kingdom, Telephone No. + 44 20 7888 5093, Facsimile: + 44 20 7458 8274, Email: list.cmu-eur@credit-suisse.com, Attention: Collateral Management Unit;

(ii) in the case of DB, Deutsche Bank AG, London Branch, 60 Wall Street, 4th Floor, New York, New York 10005, Telephone No.: 212-250-2717, Facsimile: 212-797-9344, Email: andrew.yaeger@db.com, Attention: Director, Strategic Equity Transactions – New York; and

(iii) in the case of RBS, The Royal Bank of Scotland plc, 135 Bishopsgate, London EC2M 3UR, United Kingdom, Telephone No. +44 20 7085 3746 / +44 20 7085 4856, Email: roland.gerber@rbs.com / ehsan.haque@rbs.com, Facsimile: +44 20 7085 8411, Attention: Roland Gerber/Ehsan Haque, Group Legal, GBM – Derivatives, with a copy to Greenwich Capital Markets, Inc., 600 Steamboat Road, Greenwich, CT 06830, U.S.A., Attention: Legal Department (Andrew Kwok / Tam Beattie), Telephone No.(203) 618-6263 / (203) 618-6086, Facsimile: (203) 422-4096 / (203) 422-4571, Email: Andrew.Kwok@rbsgc.com; tam.beattie@rbsgc.com.

Notices to any Disposition Agent shall be directed to such Disposition Agent at:

(i) in the case of CS, Credit Suisse International, One Cabot Square, London E14 4QJ, United Kingdom, Facsimile: +44 (020) 7458 8241, Attention: Laura Muir, Legal Department; and

(ii) in the case of DB, Deutsche Bank AG, London Branch, 60 Wall Street, 4th Floor, New York, New York 10005, Facsimile: 212-797-9344, Attention: Director of Strategic Equity Transactions – New York.

Notices to any Bank (other than an Initial Bank) shall be directed to it at the address and facsimile number specified in the administrative questionnaire delivered by it to the Collateral Agent.

Upon written request from any Initial Bank, the Collateral Agent shall provide copies of notices given or received by it in connection with this Agreement to such other Persons and at such Persons’ addresses specified in such written request, subject to the provisions regarding confidentiality set forth in Section 20.

(f) This Agreement shall in all respects be construed in accordance with and governed by the laws of the State of New York, without regard to the conflict of laws principles thereof (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York); provided that as to Pledged Items located in any jurisdiction other than the State of New York, the Collateral Agent on behalf of the Secured Parties shall have, in addition to any rights under the laws of the State of New York, all of the rights to which a secured party is entitled under the laws of such other jurisdiction. The parties hereto hereby agree that Deutsche Bank Trust Company Americas’ jurisdiction (within the meaning of Section 8-110(e) of the UCC) insofar as it acts as a securities intermediary hereunder or in respect hereof, is the State of New York.

(g) Each party hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of the Federal and state courts located in the Borough of Manhattan in the City of New York in any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby (“Proceedings”). Each Pledgor irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such Proceeding brought in such a court has been brought in an inconvenient forum.

(h) Each Pledgor hereby irrevocably designates, appoints, authorizes and empowers as its agent for service of process, Corporation Service Company, at its offices currently located at 1133 Avenue of the Americas, Suite 3100, New York, NY 10036-6710 (the “Process Agent”), to accept and acknowledge for and on behalf of such Pledgor service of any and all process, notices or other documents that may be served in any Proceedings in any New York State or Federal court sitting in the State of New York. Such designation and appointment shall be irrevocable until the Outstanding Prepayment Amount and all other obligations payable under the Transaction Documents shall have been paid in full in accordance with the provisions thereof. Each Pledgor covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity.

(i) Each Pledgor consents to process being served in any Proceedings by serving a copy thereof upon the Process Agent. Without prejudice to the foregoing, each Bank and the Collateral Agent agree that to the extent lawful and possible, written notice of said service upon the Process Agent shall also be mailed by registered or certified airmail, postage prepaid, return receipt requested, to the Pledgors at the address specified in or pursuant to Section 12(e) or to any other address of which the Pledgors shall have given written notice to the Collateral Agent. If said service upon the Process Agent shall not be possible or shall otherwise be impractical after reasonable efforts to effect the same, each Pledgor consents to process being served in any Proceedings by the mailing of a copy thereof by registered or certified airmail, postage prepaid, return receipt requested, to the address of such Pledgor specified in or pursuant to Section 12(e) or to any other address of which such Pledgor shall have given written notice to the Collateral Agent, which service shall be effective 14 days after deposit in the United States Postal Service. Each Pledgor agrees that such service (i) shall be deemed in every respect effective service of process upon such Pledgor in any such Proceedings and (ii) shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such Pledgor.

(j) Each party hereby irrevocably and unconditionally waives any and all right to trial by jury in any Proceedings.

(k) Each Pledgor irrevocably waives, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees that it will not claim any such immunity in any Proceedings and that the waivers set forth in this Section shall have effect to the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States of America and are intended to be irrevocable for purposes of such Act.

(l) Any right or remedy of either Pledgor hereunder or under any other Security Document or any notice that may be given by either or both Pledgors hereunder or under any other Security Document may be exercised or given by either Pledgor and such exercise or notice shall be binding on both Pledgors.

(m) This Agreement may be executed, acknowledged and delivered in any number of counterparts, and all such counterparts taken together shall be deemed to constitute one and the same agreement.

(n) The Collateral Agent hereby notifies each Pledgor that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), it is required to obtain, verify and record information that identifies such Pledgor, which information includes the name and address of such Pledgor and information that will allow the Collateral Agent to identify such Pledgor in accordance with the Act.

SECTION 13. Termination. This Agreement and the rights hereby granted by the Pledgors in the Collateral shall cease, terminate and be void upon fulfillment of all of the obligations of the Pledgors under the Transaction Documents. Any Collateral remaining at the time of such termination shall be fully released and discharged from the Security Interests and delivered to the Pledgors by the Collateral Agent, all at the request and expense of the Pledgors.

SECTION 14. Assignment. (a) No Pledgor may assign its rights or delegate its obligations under this Agreement, except with the prior written consent of all other parties hereto, and any purported assignment or delegation without such prior written consent shall be void and of no effect; provided, however, that a Pledgor may assign its rights and obligations under this Agreement pursuant to Section 16 with the prior written consent of each Initial Bank and the Collateral Agent. No Bank may assign or otherwise transfer its rights or obligations under the Transaction Documents except in accordance with this Section.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Bank may assign to one or more assignees all or a portion of its rights and obligations under the ISDA Agreements and the other Transaction Documents (including all or a portion of its commitment to make a Prepayment and the outstanding Prepayments at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of the Pledgors, provided that no consent of the Pledgors shall be required for an assignment to (x) a Bank or an Affiliate of a Bank or (y) if any Termination Event or Event of Default shall have occurred and be continuing, any other assignee with concurrent notice to the

Pledgors and Parent. The Pledgors shall be deemed to have given consent under this Section 14(b) to a transfer or assignment after a period of five Business Days has elapsed following the receipt by the Pledgors of a written request from the assignor, unless consent is expressly refused by the Pledgors within such period.

(ii) Assignments shall be subject to the following additional conditions:

(A) the parties to each assignment shall execute and deliver to the Collateral Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and

(B) the assignee, if it shall not be a Bank, shall deliver to the Collateral Agent an administrative questionnaire in the form prescribed by the Collateral Agent.

(c) Notwithstanding any assignment by any Initial Bank of any part of its rights and obligations under the ISDA Agreements and the other Transaction Documents and notwithstanding any other provision under this Agreement or any other Transaction Document to the contrary, all rights hereunder expressly attributed to the Initial Banks (including without limitation, the right to give a Designation Notice and the right to vote on all amendments of the Transaction Documents) shall be reserved to the Initial Banks and may not be transferred to any assignee or any other Person.

(d) The Collateral Agent, acting for this purpose as an agent of the Pledgors, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Banks, and the commitment of, and outstanding amount of the Prepayments owing to, each Bank pursuant to the terms of the Confirmations from time to time (the “Register”). The entries in the Register shall be conclusive, and the Pledgors, the Collateral Agent and the Banks may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Pledgors and any Bank, at any reasonable time and from time to time upon reasonable prior notice.

(e) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Bank and an assignee, the assignee’s completed administrative questionnaire (unless the assignee shall already be a Bank hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Collateral Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(f) Any Bank may at any time pledge or assign a security interest in all or any portion of its rights under the Transaction Documents to secure obligations of such Bank, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 14 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Bank from any of its obligations hereunder or substitute any such pledgee or assignee for such Bank as a party hereto.

(g) Each Bank hereby agrees to use commercially reasonable efforts to timely file or cause to be filed pursuant to applicable Gaming Laws (A) any application requested of such Bank by any Gaming Authority in connection with any licensing required of such Bank as a lender or other provider of credit to the Pledgors or (B) any required application or other submission required by a Gaming Authority and provided to such Bank by the Pledgors in connection with the determination of the suitability of such Bank as a lender or other provider of credit to the Pledgors.

SECTION 15. Initial Bank Buy-Out Option. (a) Upon the receipt of any Designation Notice from the Initiating Bank, the Responding Banks and any New Buy-Out Bank (collectively, the “Buy-Out Banks”) shall have the right (but not the obligation) by notice to the Initiating Bank, each other Responding Bank, the Pledgors, Parent and the Collateral Agent (the “Buy-Out Exercise Notice”) by the Election Deadline to purchase the rights and assume the obligations, in whole but not in part, of the Initiating Bank at the Buy-Out Price (the “Buy-Out Purchase”). If more than one Buy-Out Bank delivers a Buy-Out Exercise Notice, such Buy-Out Banks delivering such notice shall purchase the rights and assume the obligations of the Initiating Bank under the Transaction in equal shares or as they may otherwise agree. Upon delivery of a Buy-Out Exercise Notice, the Initiating Bank shall be deemed to have delivered a Withdrawal Notice in respect of its Designation Notice pursuant to Section 8(a) hereof. The closing date of any Buy-Out Purchase shall be the 20^th Business Day immediately following the date of the first Buy-Out Exercise Notice, or such other date as the parties may agree. Anything herein to the contrary notwithstanding, upon the consummation of the Buy-Out Purchase the Initiating Bank shall no longer be deemed to be an Initial Bank under any of the Transaction Documents. As used herein, “Buy-Out Price”, in respect of any Buy-Out Purchase, means the Aggregate Prepayment Amount outstanding under the Transaction in respect to which the Initiating Bank is Party A plus any Unpaid Amounts and accrued but unpaid Floating Amount thereunder, in each case as of the closing date of such Buy-Out Purchase.

SECTION 16. Post-closing Restructuring. The Pledgors hereby advise the Secured Parties that the Pledgors and Parent are considering alternative ownership structures for the Pledged Shares, including transferring the Pledged Shares after the date hereof from the Pledgors to another Person (such Person, the “Proposed Substitute Pledgor”). The Pledgors shall not transfer ownership of the Pledged Shares to the Proposed Substitute Pledgor unless Section 17 such transfer shall not cause any of the Security Interests to become unperfected, cause the Collateral Agent to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property or subject any Collateral to any other Lien or affect the accuracy of the representations and warranties herein relating to the Collateral, Section 18 the transferee shall be 100% beneficially owned, directly or indirectly, by Parent, Section 19 after giving effect to any such transfer, the Pledged Shares shall remain Eligible Collateral, Section 20 such transfer shall not, in the sole discretion of each Initial Bank, increase or adversely affect the economic risk of the Secured Parties under the Transaction Documents, Section 21 the Pledgors shall have caused to be delivered, at the Pledgors’ expense, to the Collateral Agent and the Initial Banks unless otherwise agreed by the Initial Banks (i) an opinion of counsel, in form and substance satisfactory to the Collateral Agent and the Initial Banks, to the effect that (A) all financing statements and amendments or supplements thereto, continuation statements and other documents required to be filed or recorded in order to perfect the Security Interests after such transfer or assignment (except any continuation statements specified in such opinion of counsel that are to be filed more than six months after the date thereof) have been filed or recorded in each office necessary for such purpose, (B) all fees and taxes, if any, payable in connection with such filings or recordations have been paid in full and (C) the Collateral Agent shall have Control in respect of the Security Interests in all Accounts in which Collateral consisting of investment property is held or credited to, and (ii) an opinion of counsel of recognized standing with respect to U.S. federal income tax matters, and reasonably acceptable to the Collateral Agent and the Initial Banks, to the effect that the Banks will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such post-closing restructuring and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such post-closing restructuring had not occurred, Section 22 the Initial Banks shall have, in their sole discretion, consented to such assignment or transfer, and Section 23 the Proposed Substitute Pledgor shall have agreed in writing to assume all the covenants, agreements and obligations of the Pledgors hereunder and under the other Transaction Documents and for all purposes hereunder to become “Pledgor” hereunder and “Counterparty” under the other Transaction Documents effective immediately upon the effectiveness of such transfer or assignment. Without prejudice to the foregoing, the Collateral Agent and the Banks agree to make commercially reasonable efforts to, acting in good faith, cooperate to accommodate such transfer or assignment hereunder and under the Transaction Documents.

SECTION 17. New Jersey Gaming Trust. (a) Anything herein to the contrary notwithstanding, if as of any Prepayment Date, the Pledgors are required by any Gaming Laws of the State of New Jersey in connection with the Pledgors’ application for an “Interim Casino Authorization” relating to the Pledgors’ ownership of Shares to hold their Shares through or in the name of the trustee (the “New Jersey ICA Trustee”) under any trust agreement entered into by the Pledgors and the New Jersey ICA Trustee for purposes of complying with requirements of the New Jersey Gaming Laws in connection with the Pledgors’ application for an “Interim Casino Authorization” substantially in the form of Exhibit G (such agreement, the “New Jersey ICA Trust Agreement”), the Pledgors shall deliver to the Collateral Agent the Shares to be pledged hereunder on such date by causing such Shares to be credited to and held in a securities account (the “New Jersey ICA Securities Account”) maintained by Deutsche Bank Trust Company Americas, as securities intermediary, in the name of the New Jersey ICA Trustee; provided that, except as otherwise agreed by the Collateral Agent and the Initial Banks, (i) such New Jersey ICA Trust Agreement shall be acceptable in form and substance to the Collateral Agent and the Initial Banks in their reasonable discretion, (ii) the Pledgors, the New Jersey ICA Trustee, the Collateral Agent and Deutsche Bank Trust Company Americas, in its capacity as securities intermediary in respect of the New Jersey ICA Securities Account, shall have entered into a securities account control agreement substantially in the form of Exhibit F-2 (the “New Jersey ICA Securities Account Control Agreement”), (iii) after giving effect to any such delivery, the Pledged Shares shall remain Eligible Collateral, (iv) with respect to such items of Eligible Collateral delivered to the Collateral Agent on such Prepayment Date, the representations and warranties contained in Sections 3(a), 3(b), 3(c) and 3(d) are true and correct with respect to such Eligible Collateral on and as of the date thereof, (v) the Pledgors, the New Jersey ICA Trustee and the Collateral Agent shall have entered into a collateral disposition and forbearance agreement substantially in the form of Exhibit H (the “New Jersey ICA Collateral Disposition and Forbearance Agreement”), and (vi) the Pledgors shall have caused to be delivered, at the Pledgors’ expense, to the Collateral Agent and the Initial Banks (x) an opinion of Paul, Hastings, Janofsky & Walker LLP substantially in the form attached hereto as Exhibit I and (y) an opinion of New Jersey counsel in respect of the New Jersey ICA Security Documents substantially in the form attached hereto as Exhibit J.

(b) After the occurrence of any Prepayment Date, the Pledgors may, if required by any Gaming Laws of the State of New Jersey in connection with the Pledgors’ application for an “Interim Casino Authorization” relating to the Pledgors’ ownership of the Pledged Shares, request the Collateral Agent to transfer, and the Collateral Agent shall transfer, any Pledged Shares held in or credited to the Collateral Account to the New Jersey ICA Securities Account maintained by Deutsche Bank Trust Company Americas in the name of the New Jersey ICA Trustee; provided that, except as otherwise agreed by the Collateral Agent and the Initial Banks, (i) the conditions set forth in Section 17(a) shall have been satisfied, (ii) the Pledgors’ rights to the Pledged Shares shall be conveyed

and transferred to the New Jersey ICA Trustee subject to the Security Interests, and (iii) such transfer shall not cause any of the Security Interests to become unperfected, require Deutsche Bank Trust Company Americas, as securities intermediary, to relinquish possession of any Pledged Shares in certificated form, cause the Collateral Agent to cease to have Control in respect of any of the Security Interests in any Collateral consisting of investment property or subject any Collateral to any other Lien (other than the interests of the New Jersey ICA Trustee under the New Jersey ICA Trust Agreement).

(c) If the New Jersey Trustee shall resign or be removed in accordance with the terms of the New Jersey ICA Trust Agreement, the Collateral Agent shall transfer or cause to be transferred the Pledged Shares to a securities account maintained by Deutsche Bank Trust Company Americas in the name of the successor New Jersey ICA Trustee only upon the satisfaction of the conditions set forth in Section 17(a) and (b).

(d) The Pledgors agree that, without the prior written consent of the Collateral Agent and the Initial Banks, the Pledgors will not perform any acts or cause any action to be taken under the New Jersey ICA Trust Agreement that would reasonably be expected to (x) cause the Security Interests to become unperfected or (y) have a material adverse effect on the ability of the Collateral Agent to enforce this Agreement or the New Jersey ICA Security Documents (it being understood that enforcement may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting enforcement of creditors’ rights generally or by equitable principles relating to enforceability).

(e) Upon the Pledgors being found qualified by the New Jersey Casino Control Commission or upon approval by the New Jersey Casino Control Commission of an application to terminate the New Jersey ICA Trust Agreement, the Pledgors shall cause the Pledged Shares to be transferred to the Collateral Account.

SECTION 18. Consultation On Beneficial Ownership. The Initial Banks shall consult among themselves, and each Bank hereby agrees to provide information upon request to any Initial Bank, regarding the number of Shares that may be deemed from time to time during the term of this Agreement to be beneficially owned (as such term is defined for purposes of Section 13(d) of the Securities and Exchange Act of 1934) by such Bank.

SECTION 19. Obligations Joint and Several; Guarantee. (a) Each Pledgor agrees that all Obligations (as defined below) of the Pledgors shall be joint and several obligations of both Pledgors. Each Pledgor hereby guarantees the punctual payment when due, whether at scheduled maturity or by acceleration, demand or otherwise, of all Obligations of the other Pledgor (each Pledgor, in its capacity as a guarantor under this Section 19, a “Guarantor Party”).

“Obligations” means (i) the due and punctual payment of (A) all amounts payable by the Pledgors under the ISDA Agreements, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (B) all other monetary obligations of the Pledgors under the Transaction Documents and (ii) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Pledgors under or pursuant to the Transaction Documents. Each Guarantor Party further agrees that the Obligations of the other Pledgor may be extended and renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its agreement hereunder notwithstanding any extension or renewal of any Obligation of the other Pledgor.

(b) Each Guarantor Party waives presentment to, demand of payment from and protest to the other Pledgor of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each Guarantor Party under this Section 19 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:

(i) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation of the other Pledgor under any Transaction Document, by operation of law or otherwise;

(ii) any modification or amendment of or supplement to any Transaction Document by the other Pledgor;

(iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any Obligation of the other Pledgor under any Transaction Document;

(iv) any change in the limited liability company or limited partnership (as applicable) existence, structure or ownership of the other Pledgor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the other Pledgor or its assets or any resulting release or discharge of any obligation of either Pledgor contained in any Transaction Document;

(v) the existence of any claim, set-off or other rights which such Guarantor Party may have at any time against the other Pledgor, any Secured Party or any other entity, whether in connection herewith or with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(vi) any invalidity or unenforceability relating to or against the other Pledgor for any reason of any Transaction Document or any provision of applicable law or regulation purporting to prohibit the payment by the other Pledgor of any amounts payable pursuant to any Transaction Document; or

(vii) any other act or omission to act or delay of any kind by the other Pledgor, any Secured Party or any other person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor Party’s obligations hereunder.

(c) Each Guarantor Party further agrees that its agreement under this Section 19 constitutes a promise of payment when due and not of collection, and waives any right to require that any resort be had by any Secured Party to any balance of any deposit account or credit on the books of any Secured Party in favor of the other Pledgor or any other person.

(d) The Obligations of each Guarantor Party hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason. Without limiting the generality of the foregoing, the obligations of each Guarantor Party hereunder shall not be discharged or impaired or otherwise affected by the failure of any Secured Party to assert any claim or demand or to enforce any remedy under this Agreement or under any other Transaction Document or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations of the other Pledgor, or by any other act or omission which may or might in any manner or to any extent vary the risk of such Guarantor Party or otherwise operate as a discharge of such Guarantor Party as a matter of law or equity.

(e) Each Guarantor Party shall be liable under this Section 19 only for amounts aggregating up to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law.

(f) Each Guarantor Party’s obligations under this Section 19 shall remain in full force and effect until all the obligations of the Pledgors under the Transaction Documents shall have been paid in full. If at any time any payment of any Obligation of either Pledgor is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of such Pledgor or otherwise, each Guarantor Party’s obligations hereunder in respect of such payment shall be reinstated as though such payment had been due but not made at such time.

(g) In furtherance of the foregoing and not in limitation of any other right which any Secured Party may have at law or in equity against any Pledgor by virtue hereof, upon the failure of a Pledgor to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor Party hereby promises to and will, upon receipt of written demand by the Collateral Agent, forthwith pay, or cause to be paid, in cash the amount of such unpaid Obligations, and thereupon each Bank shall, in reasonable manner, assign the amount of the Obligations of the other Pledgor owed to it and paid by such Guarantor Party pursuant to this guarantee to such Guarantor Party, such assignment to be pro tanto to the extent to which the Obligations in question were discharged by such Guarantor Party, or make such disposition thereof as such Guarantor Party shall direct (all without recourse to any Bank and without any representation or warranty by any Bank).

(h) Upon payment by a Guarantor Party of any sums as provided above, all rights of such Guarantor Party against the other Pledgor, as the case may be, arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations to the Secured Parties.

SECTION 20. Confidentiality. Each of the Agents and the Banks agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, managers, managing members, employees, agents, advisors and other representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Security Document or any action or proceeding relating to this Agreement or any other Security Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any permitted assignee of or participant in, or any prospective permitted assignee of or participant in, any of its rights or obligations under the ISDA Agreements or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Pledgors and their obligations, (g) with the consent of the Pledgors or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Agents or the Banks or any of their respective Affiliates on a nonconfidential basis from a source other than the Pledgors or the Parent.

For purposes of this Section, “Information” means all information received from the Pledgors, Parent or any of their Affiliates relating to the Pledgors, the Parent or any of their Affiliates or any of their respective businesses, other than any such information that is available to the Agents and the Banks on a nonconfidential basis prior to disclosure by the Pledgors, the Parent or any of their Affiliates. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 21. Non-recourse. It is expressly understood, and the Collateral Agent and the other Secured Parties agree, that notwithstanding any other provision of the ISDA Agreements or the Security Documents, the Pledgors’ maximum and sole liability under the ISDA Agreements and the Security Documents shall be limited to enforcement of the security interest provided for in Section 2. In no event will the Pledgors be liable for any amount in excess of, or in any manner other than, the Collateral Agent’s and Secured Parties’ execution and levy on the Collateral.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date and year first above written (in the case of the Cayman Pledgor, as a deed).


PLEDGOR:

INFINITY WORLD INVESTMENTS LLC

By:	/s/ Chris O’Donnell
	Name:	Chris O’Donnell
	Title:	President

By:	/s/ Abdul Wahid A. Rahim Al Ulama
	Name:	Abdul Wahid A. Rahim Al Ulama
	Title:	Secretary

PLEDGOR:

EXECUTED as a DEED by
INFINITY WORLD (CAYMAN) L.P. acting by Infinity World (Cayman) Holding, its general partner

By:	/s/Abdul Wahid A. Rahim Al Ulama
	Name:	Abdul Wahid A. Rahim Al Ulama
	Title:	Director



In the presence of:

Witness:		/s/ Maryam Sharaf
Name:		Maryam Sharaf


COLLATERAL AGENT:

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Collateral Agent

By:	/s/ Richard L. Buckwalter
	Name:	Richard L. Buckwalter
	Title:	Director

By:	/s/ Randy Kahn
	Name:	Randy Kahn
	Title:	Vice President


THE INITIAL BANKS:

CREDIT SUISSE INTERNATIONAL

By:	/s/ Laura Muir
	Name:	Laura Muir
	Title:	Authorised Signatory

By:	/s/ James Booth
	Name:	James Booth
	Title:	Authorised Signatory

DEUTSCHE BANK AG, LONDON BRANCH

By:	/s/ Lee Frankenfield
	Name:	Lee Frankenfield
	Title:	Managing Director

By:	/s/ Sunil Hariani
	Name:	Sunil Hariani
	Title:	Director

DEUTSCHE BANK SECURITIES INC., acting solely as agent

By:	/s/ Lee Frankenfield
	Name:	Lee Frankenfield
	Title:	Managing Director

By:	/s/ Sunil Hariani
	Name:	Sunil Hariani
	Title:	Director

THE ROYAL BANK OF SCOTLAND PLC

By:	/s/ Roland Gerber
	Name:	Roland Gerber
	Title:	Authorised Signatory

EX-99.40 6 dex9940.htm AMENDED AND RESTATED LIQUIDITY AGREEMENT Amended and Restated Liquidity Agreement

Exhibit 40

CONFIDENTIAL TREATMENT REQUESTED

UNDER RULE 24b-2 under the

SECURITIES EXCHANGE ACT OF 1934;

17 C.F.R. § 240.24b-2;

5 U.S.C. § 552(b)(4);

17 C.F.R. §§ 200.80(b)(4) and 200.83

[***] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A

CONFIDENTIAL TREATMENT REQUEST THAT IS

FILED SEPARATELY WITH THE COMMISSION

STRICTLY PRIVATE & CONFIDENTIAL

AMENDED AND RESTATED LIQUIDITY AGREEMENT

among

DUBAI WORLD,

as Liquidity Provider,

INFINITY WORLD INVESTMENTS LLC

and

INFINITY WORLD (CAYMAN) L.P.,

as Counterparties,

CREDIT SUISSE INTERNATIONAL,

DEUTSCHE BANK AG, LONDON BRANCH,

and

THE ROYAL BANK OF SCOTLAND PLC,

as Initial Banks,

EACH OTHER BANK FROM TIME TO TIME PARTY HERETO,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Collateral Agent

dated as of April 21, 2008

TABLE OF CONTENTS


		PAGE

SECTION 1.	Definitions	2

SECTION 2.	Contingent Liquidity Facility	4

SECTION 3.	Right Of First Refusal	7

SECTION 4.	Representations And Warranties Of Liquidity Provider	8

SECTION 5.	The Collateral Agent	8

SECTION 6.	Miscellaneous	9

SECTION 7.	Termination Of Liquidity Agreement	11

SECTION 8.	Assignment	11

SECTION 9.	Waiver Of Immunities	12

SECTION 10.	Taxes	12

-i-

AMENDED AND RESTATED LIQUIDITY AGREEMENT

THIS AMENDED AND RESTATED LIQUIDITY AGREEMENT (this “Agreement”) is made as of April 21, 2008, among DUBAI WORLD, a decree entity of the Government of Dubai, United Arab Emirates (“Liquidity Provider”), INFINITY WORLD INVESTMENTS LLC, a Nevada limited liability company (the “Nevada Counterparty”), INFINITY WORLD (CAYMAN) L.P., a Cayman Islands exempted limited partnership (the “Cayman Counterparty”; together with the Nevada Counterparty, the “Counterparties” and each, a “Counterparty”), CREDIT SUISSE INTERNATIONAL (“CS”), DEUTSCHE BANK AG, LONDON BRANCH (“DB”), and THE ROYAL BANK OF SCOTLAND PLC (“RBS” and, together with CS and DB, the “Initial Banks”), each other Bank from time to time party hereto, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (the “Collateral Agent”).

WHEREAS, the Nevada Counterparty and each of the Initial Banks have entered into a separate confirmation dated as of December 13, 2007 (each, an “Original Confirmation” and collectively, the “Original Confirmations”) in each case relating to a single, inseparable transaction (each, a “Transaction” and collectively, the “Transactions”) consisting of two components, a Share Forward Transaction (each, a “Forward Transaction” and collectively, the “Forward Transactions”) and a Share Swap Transaction (each, a “Swap Transaction” and collectively, the “Swap Transactions”), each related to shares (the “Shares”) of common stock, par value $0.01 per share, of MGM MIRAGE, a Delaware corporation (the “Issuer”);

WHEREAS, the Nevada Counterparty, the Cayman Counterparty and each of the Initial Banks have entered into a separate amendment and restatement of the respective Original Confirmations pursuant to which the Cayman Counterparty has become an additional party to the Transactions set forth therein (each, as amended, modified or supplemented from time to time, a “Confirmation” and collectively, the “Confirmations”);

WHEREAS, the Counterparties and each of the Initial Banks have agreed that the respective Confirmation shall supplement, form a part of, and be subject to an agreement or a deemed agreement in the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) published by the International Swaps and Derivatives Association, Inc., but with the amendments set out under “Supplemental Provisions” in such Confirmation (each such agreement or deemed agreement as amended, the “ISDA Master Agreement” and collectively, the “ISDA Master Agreements”; and each ISDA Master Agreement together with the Confirmation forming a part thereof and subject thereto, an “ISDA Agreement” and collectively, the “ISDA Agreements”);

WHEREAS, the Nevada Counterparty, the Initial Banks and the Collateral Agent have entered into a single Pledge Agreement dated as of December 13, 2007 (the “Original Pledge Agreement”);

WHEREAS, the Nevada Counterparty, the Cayman Counterparty, the Initial Banks and the Collateral Agent have entered into an amendment and restatement of the Original Pledge Agreement, dated as of the date hereof (as amended, modified or supplemented from time to time, the “Pledge Agreement”), pursuant to which the Cayman Counterparty has become an additional pledgor thereunder;

WHEREAS, each Counterparty is an indirect wholly owned subsidiary of Liquidity Provider;

WHEREAS, the Nevada Counterparty is also an indirect wholly owned subsidiary of the Cayman Counterparty;

WHEREAS, Liquidity Provider, the Nevada Counterparty, the Initial Banks and the Collateral Agent have entered into a Liquidity Agreement dated as of December 13, 2007 (the “Original Liquidity Agreement”);

WHEREAS, it is a condition to the obligations of each Initial Bank under the relevant ISDA Agreement that the Nevada Counterparty, the Cayman Counterparty, Liquidity Provider, the Collateral Agent and the Initial Banks enter into this Agreement; and

WHEREAS, the parties hereto desire to amend and restate the Original Liquidity Agreement as set forth herein to reflect that the Cayman Counterparty has been added as a party to the other Transaction Documents;

NOW, THEREFORE, in consideration of their mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby mutually covenant and agree as follows:

SECTION 1. Definitions. (a) Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Pledge Agreement and, if not defined therein, in the ISDA Agreements. As used herein, the following terms shall have the following meanings:

“Acceleration Event” has the meaning provided in the Pledge Agreement.

“Authorized Officer” means (i) in respect of Liquidity Provider, each officer, director, manager, trustee or managing member (or any officer thereof) of Liquidity Provider designated on Schedule A attached hereto and made a part hereof, which designation shall include specimen signatures of such Persons, as such Schedule A may be updated from time to time and (ii) in respect of any other party hereto (other than the Collateral Agent), the officers, directors, managers, trustees, managing members (or any officers thereof) or general partners (or any officers thereof) designated by such party in Schedule B to the Pledge Agreement.

“Banks” has the meaning provided in the Pledge Agreement.

“Buy-Out Exercise Notice” has the meaning provided in the Pledge Agreement.

“CLF Closing Date” has the meaning provided in Section 2(a).

“CLF Purchase Price” has the meaning provided in Section 2(a).

“Collateral Agent” means the financial institution identified as such in the preamble of this Agreement and any successor appointed in accordance with Section 10 of the Pledge Agreement.

“Cross Acceleration” means an Event of Default under the ISDA Agreements resulting from clause (B) of the definition of “Cross-Default” set forth in the Confirmations (subject to clause (D) thereof).

“Cross Acceleration Occurrence” means (i) the occurrence of an Acceleration Event resulting from a Cross Acceleration or (ii) the occurrence of an Acceleration Event resulting from an Event of Default or Termination Event other than Cross Acceleration and the occurrence of a Cross Acceleration simultaneously with or after such Event of Default or Termination Event.

“Designation Notice” has the meaning provided in the Pledge Agreement.

“Election Deadline” has the meaning provided in the Pledge Agreement.

“Gaming Applications” means any applications, supporting documents or supplemental information required by any Gaming Authority or required pursuant to any applicable Gaming Law necessary to effectuate the provisions set forth herein and in the other Transaction Documents or any of the rights, remedies or obligations hereunder or thereunder or for either Counterparty’s ownership of an equity interest in the Issuer or the issuance of any Gaming Approval to either Counterparty, Liquidity Provider or any Affiliate thereof within its jurisdiction.

“Gaming Approvals” means any authorization, consent, approval, order, license, franchise, accreditation, permit, finding of suitability, filing, registration, or qualification relating to an interest in the Issuer or otherwise required under any Gaming Law or by any Gaming Authority to effectuate the provisions set forth herein and in the other Transaction Documents or for the Banks to exercise or enforce any right or remedy under this Agreement or the other Transaction Documents.

“Gaming Authority” or “Gaming Authorities” means any of the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Illinois Gaming Board, the Macau Gaming Inspection and Coordination Bureau, the Michigan Gaming Control Board, the Mississippi Gaming Commission, the New Jersey Casino Control Commission, the New Jersey Division of Gaming Enforcement or any other governmental authority and/or regulatory authority or body or any agency in any other state or foreign country that has, or may at any time on or after the date hereof have, jurisdiction over the gaming activities of the Issuer or any of its subsidiaries or affiliate companies or the Counterparties’ or the Banks’ interest, either direct or indirect, therein.

“Gaming Laws” means the provisions of all state, federal or local laws governing the gaming activities of the Issuer or any of its subsidiaries or affiliate companies or the Counterparties’ or the Banks’ interest, direct or indirect, therein, all regulations of any Gaming Authority promulgated thereunder, as amended from time to time, all applicable policies, procedures and positions adopted, implemented or enforced by any Gaming Authority, whether formal or informal, and all other laws, statutes, rules, rulings, orders, ordinances, regulations and other legal requirements of any Gaming Authority.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

“Pledged Shares” means any Shares pledged by the Counterparties to the Collateral Agent for and on behalf of the Secured Parties pursuant to the Pledge Agreement.

“Proceedings” has the meaning provided in Section 6(f).

“Restricted Shares” means Pledged Shares that are subject to any condition to, or restriction on, the ability of the Banks to sell such Pledged Shares in a foreclosure sale on the Exchange as of the time of the Election Deadline in respect of any Designation Notice (including, without limitation, restrictions on transfer due to applicable securities or Gaming Laws or regulations or any registration or qualification requirement or prospectus delivery requirement for such Pledged Shares pursuant to any federal or state securities law) or if such sale would require any Gaming Application or Gaming Approval or would violate, contravene or constitute a default under any provision of applicable Gaming Law.

“ROFR Exercise Notice” has the meaning provided in Section 3.

“ROFR Purchase Price” has the meaning provided in Section 3.

“Secured Parties” has the meaning provided in the Pledge Agreement.

“Withdrawal Notice” has the meaning provided in the Pledge Agreement.

(b) For the avoidance of doubt, Liquidity Provider’s obligations under Section 2 of this Agreement and Liquidity Provider’s right under Section 3 of this Agreement to purchase Pledged Shares shall apply in respect of the Shares and any shares into which the Shares are reclassified or exchanged as a result of any extraordinary corporate transaction including, without limitation, any consolidation, amalgamation, merger or binding share exchange of the Issuer with or into another entity or any takeover offer, tender offer or exchange offer in respect of the Shares.

SECTION 2. Contingent Liquidity Facility.

(a) If, upon the occurrence of an Acceleration Event in respect of any Early Termination Date, any Initial Bank proposes to foreclose on any Pledged Shares in accordance with the Pledge Agreement and, in the reasonable judgment of any Initial Bank, such Pledged Shares are Restricted Shares, then any Initial Bank (on behalf of the Banks) shall have the right to require Liquidity Provider to purchase the Restricted Shares at a purchase price (the “CLF Purchase Price”) equal to the average of the per share volume-weighted average prices of the Shares as displayed under the heading “Bloomberg VWAP” on Bloomberg page <MGM

N><Equity><VAP> (or any successor thereof) for the [***] Exchange Business Days commencing on the date on which the Designation Notice is issued (or if such volume-weighted average price is unavailable, the average of the market values of one Share on such days, as reasonably determined by the Initial Banks). If any Initial Bank elects to require Liquidity Provider to purchase the Restricted Shares pursuant to this Section 2, then such Initial Bank shall notify Liquidity Provider of such election (and give substantially simultaneous notice to the Counterparties, the Collateral Agent and the other Initial Banks) and the closing date (the “CLF Closing Date”) of such purchase shall be (i) if there has been a Cross Acceleration Occurrence, the first Business Day immediately following such Early Termination Date or, if there is a Cross Acceleration Occurrence after such Early Termination Date, the first Business Day immediately following the date of such Cross Acceleration Occurrence, (ii) if there has been no Cross Acceleration Occurrence, the 20th Business Day immediately following such Early Termination Date or (iii) such other date as the parties may agree in writing. Interest shall be payable by Liquidity Provider to the Banks on the amount paid to purchase Restricted Shares pursuant to this Section 2 at the applicable LIBOR rate as determined by the Initial Banks plus Spread. Such interest shall accrue from, and including, such Early Termination Date to, but excluding, the CLF Closing Date and shall be payable on the CLF Closing Date.

(b) Notwithstanding anything to the contrary in the Transaction Documents, (i) if the purchase of Shares by Liquidity Provider under Section 2(a) (A) is stayed upon the insolvency, bankruptcy or reorganization of either Counterparty or any of their Affiliates, (B) (1) would require any Gaming Application or Gaming Approval or the consent of any Person under any agreement entered into for purposes of complying with Gaming Law requirements or (2) would violate, contravene or constitute a default under any provision of applicable Gaming Law, or (C) would otherwise be unavailable to the Banks, or (ii) if Liquidity Provider so elects by prior written notice to the Collateral Agent and each Initial Bank following the election by an Initial Bank to require Liquidity Provider to purchase Restricted Shares pursuant to Section 2(a), then in lieu of such purchase, as of the CLF Closing Date, each Bank will irrevocably sell and assign to Liquidity Provider, and Liquidity Provider will irrevocably purchase and assume from such Bank all of such Bank’s rights and obligations under the relevant ISDA Agreement and Security Documents for the aggregate purchase price (with respect to all ISDA Agreements) equal to the lesser of (a) the amount of all then outstanding obligations to the Banks under such ISDA Agreements and (b) the CLF Purchase Price (the “CLF Amount”); provided that in the event the foregoing sale and assignment of the ISDA Agreements and Security Documents from the Banks to Liquidity Provider (x) would require any Gaming Application or Gaming Approval or the consent of any Person under any agreement entered into for purposes of complying with Gaming Law requirements or (y) would violate, contravene or constitute a default under any provision of applicable Gaming Law (the matters described in the preceding clauses (x) and (y) being the “Gaming Law Conditions”) and such Gaming Law Conditions are not satisfied or otherwise resolved as of the CLF Closing Date, then Liquidity Provider shall pay the CLF Amount to the Collateral Agent on the CLF Closing Date, such payment to be made, at the election of Liquidity Provider, in its discretion, (I) on account of the sale and assignment of the ISDA Agreements and Security Documents, whereupon the Collateral Agent and the Banks shall hold the ISDA

[***] Confidential Treatment Requested.

Agreements, Security Documents and Collateral in trust for the benefit of Liquidity Provider until such time as the same may be delivered to Liquidity Provider or its designee upon the satisfaction or other resolution of the applicable Gaming Law Conditions, or (II) on account of the sale and assignment of the ISDA Agreements and Security Documents, whereupon the Collateral Agent and the Banks shall deposit the ISDA Agreements, Security Documents and Collateral with an escrow agent reasonably satisfactory to Liquidity Provider until such time as the same may be released to Liquidity Provider or its designee upon the satisfaction or other resolution of the applicable Gaming Law Conditions; provided, further, however, that (III) if, as of the CLF Closing Date, (x) Gaming Law Conditions would prohibit the sale and assignment of the ISDA Agreements and Security Documents pursuant to clause (I) or (II) above, or (y) if Liquidity Provider so elects in its discretion, then Liquidity Provider or its designee shall pay the CLF Amount to the Collateral Agent on account of the Counterparties’ obligations under the ISDA Agreements and Security Documents, whereupon all obligations of the Counterparties and Liquidity Provider then due under the ISDA Agreements and Security Documents shall be deemed satisfied in full, the ISDA Agreements and Security Documents shall be deemed cancelled and the Collateral shall be released from the Liens of the Collateral Agent and the other Secured Parties. If Liquidity Provider proceeds under clause (III) of the preceding sentence, the Collateral Agent and the other Secured Parties promptly shall execute and deliver to Liquidity Provider such termination statements, releases and other documents as Liquidity Provider may request to effectively confirm such cancellation and release. The sales, assignments and other transactions under clauses (I), (II) and (III) shall be without recourse to the Banks. No sale or assignment by the Banks to Liquidity Provider of all or any portion of their rights and obligations under the ISDA Agreements and the other Transaction Documents shall be effective unless and until the Banks shall have received payment of the purchase price therefor from Liquidity Provider.

(c) The obligations of Liquidity Provider under this Section 2 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:

(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of either Counterparty under any Transaction Document, by operation of law or otherwise;

(ii) any modification or amendment of or supplement to any Transaction Document;

(iii) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of either Counterparty under any Transaction Document;

(iv) any change in the limited liability company or limited partnership (as applicable) existence, structure or ownership of either Counterparty, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting either Counterparty or its assets or any resulting release or discharge of any obligation of either Counterparty contained in any Transaction Document;

(v) the existence of any claim, set-off or other rights which Liquidity Provider may have at any time against either Counterparty, any Secured Party or any other entity, whether in connection herewith or with any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(vi) any invalidity or unenforceability relating to or against either Counterparty for any reason of any Transaction Document or any provision of applicable law or regulation purporting to prohibit the payment by either Counterparty of any amounts payable pursuant to any Transaction Document; or

(vii) any other act or omission to act or delay of any kind by either Counterparty, any Secured Party or any other person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to Liquidity Provider’s obligations hereunder.

(d) Liquidity Provider’s obligations under this Section 2 shall remain in full force and effect until all the obligations of the Counterparties under the Transaction Documents shall have been paid in full. If at any time any payment of any obligation of either Counterparty is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of either Counterparty or otherwise, Liquidity Provider’s obligations hereunder in respect of such payment shall be reinstated as though such payment had been due but not made at such time.

(e) If the acceleration of the time for payment of any obligation of either Counterparty under the Transaction Documents is stayed upon the insolvency, bankruptcy or reorganization of either Counterparty, the obligation of Liquidity Provider under this Section 2 shall nonetheless continue in effect and the Banks may exercise their right to require Liquidity Provider to perform under Section 2 forthwith or at any time thereafter.

SECTION 3. Right Of First Refusal. Upon the receipt of any Designation Notice from the Initiating Bank, and subject to the occurrence of an Acceleration Event, Liquidity Provider shall have the right by providing telephonic or written notice to the Initial Banks and the Collateral Agent (an “ROFR Exercise Notice”) by the Election Deadline, followed by written confirmation of telephonic notice, to purchase the Pledged Shares (a “Liquidity Provider Purchase”) at a purchase price per share equal to the closing price of the Shares as reported on the New York Stock Exchange on the Business Day immediately preceding the date of such Designation Notice (or if such closing price is unavailable, the last available closing price of the Shares, as reasonably determined by the Initial Banks). Such purchase price for all the Pledged Shares is referred to herein as the “ROFR Purchase Price”. Unless (x) a Withdrawal Notice is delivered pursuant to the Pledge Agreement, (y) the Counterparties pay the amount payable in respect of all Transactions specified in the Designation Notice, or (z) a Buy-Out Exercise Notice is delivered pursuant to the Pledge Agreement, in each case prior to the Election Deadline, the closing date (the “Liquidity Provider Purchase Closing Date”) of Liquidity Provider Purchase shall be (i) if there has been a Cross Acceleration Occurrence, the first Business Day immediately following such Early Termination Date or, if there is a Cross Acceleration Occurrence after such Early Termination Date, the first Business Day immediately following the date of such Cross Acceleration Occurrence, (ii) if there has been no Cross Acceleration

Occurrence, the 20th Business Day immediately following such Early Termination Date or (iii) such other date as the parties may agree in writing. Interest shall be payable by Liquidity Provider to the Banks on the amount paid to purchase Shares pursuant to this Section 3 at the applicable LIBOR rate as determined by the Initial Banks plus Spread. Such interest shall accrue from, and including, the applicable Early Termination Date to, but excluding, the Liquidity Provider Purchase Closing Date and shall be payable on the Liquidity Provider Purchase Closing Date.

SECTION 4. Representations And Warranties Of Liquidity Provider. Liquidity Provider hereby represents and warrants to the Collateral Agent and the Banks that:

(a) Liquidity Provider is a decree entity of the Government of Dubai, United Arab Emirates, and has all powers and all material governmental licenses, authorizations, consents and approvals required to enter into, and perform its obligations under, this Agreement.

(b) The execution, delivery and performance by Liquidity Provider of this Agreement have been duly authorized by all necessary action on the part of Liquidity Provider and do not and will not violate, contravene or constitute a default under any provision of applicable law or regulation or of the decree establishing Liquidity Provider or of any material agreement, judgment, injunction, order, decree or other instrument binding upon Liquidity Provider.

(c) This Agreement constitutes a valid and binding agreement of Liquidity Provider enforceable against Liquidity Provider in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

(d) No registration, recordation, filing with, or approval from, any governmental body, agency or official, including, without limitation, any Gaming Authority, is required in connection with the execution and delivery of this Agreement or necessary for the validity or enforceability hereof, except for any such registration, recordation, filing or approval as may be required by virtue of the Existing Transfer Restrictions (as defined in the Pledge Agreement).

(e) The obligations of Liquidity Provider under this Agreement will rank pari passu with other unsecured and unsubordinated obligations of Liquidity Provider.

(f) It is an “accredited investor” (as defined in Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and it is able to bear the economic risks thereof.

(g) It understands that the sale of Shares to it hereunder has not been registered under the Securities Act. It is entering into this Agreement for its own account and not with a view to the distribution or resale of the Shares except pursuant to a registration statement declared effective under, or an exemption from the registration requirements of, the Securities Act.

SECTION 5. The Collateral Agent. The provisions regarding the Collateral Agent set forth in Section 10 of the Pledge Agreement shall apply mutatis mutandis to this Agreement as if fully set forth herein.

SECTION 6. Miscellaneous.

(h) Whenever any of the parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of such party. All the covenants and agreements herein contained by or on behalf of Liquidity Provider and the Collateral Agent shall bind, and inure to the benefit of, their respective successors and permitted assigns whether so expressed or not, and shall be enforceable by and inure to the benefit of the Banks and their respective successors and permitted assigns.

(i) To the extent permitted by law, the unenforceability or invalidity of any provision or provisions of this Agreement shall not render any other provision or provisions herein contained unenforceable or invalid.

(j) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is made or given in accordance with Section 12(c) of the Pledge Agreement. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

(k) All notices, instructions, directions, demands and other communications hereunder shall be in writing and, except in the case of notices, instructions, directions, demands and other communications given by the Collateral Agent, executed by an Authorized Officer and shall be deemed to have been duly given, (i) if to the Collateral Agent, if it has been delivered by telecopy (to the telecopy number for the Collateral Agent specified below or such other telecopy number as the Collateral Agent shall have specified to the other parties hereto by notice pursuant to this Section 6(k)) and the facsimile sender machine issues a confirmation of error free receipt, and (ii) if to any other party, if sent as an electronic image by email (to the email address for such party specified below or such other email address as such party shall have specified to the other parties hereto by notice pursuant to this Section 6(k)), or, if for any reason email is not available at that time, if sent by telecopy (to the telecopy number for such party specified below or such other telecopy number as such party shall have specified to the other parties hereto by notice pursuant to this Section 6(k)) and the facsimile sender machine issues a confirmation of error free receipt, provided, that any Designation Notice and any notice pursuant to Section 2 hereof shall be promptly followed by a telephone call to an Authorized Officer of Liquidity Provider to confirm receipt of such notice (it being understood that the failure of the recipient to accept such telephonic call shall not render any such notice ineffective). Any Designation Notice and any notice pursuant to Section 2 or Section 3 shall be conspicuously marked “Urgent” and “For Immediate Attention”.

Notices to Liquidity Provider shall be directed to it at Dubai World, Emirates Towers, Level 47, Sheik Zayed Road, Dubai, United Arab Emirates, Attention: Abdul Wahid A. Rahim Al Ulama, Group Chief Legal Officer, Telephone No. (971 4) 390 3800, Telecopy No. (971 4) 390 3810, Email: Abdulwahid.Alulama@dubaiworld.ae.

Notices to the Collateral Agent shall be directed to it at Deutsche Bank Trust Company Americas, 60 Wall Street, Mail Stop NYC60-2710 New York, NY 10005, Attention: Manager, Project Finance Group, Telephone No. (212) 250-7727, Telecopy No. (732) 578-4636 with a copy to each Initial Bank.

Notices to any Initial Bank shall be directed to such Initial Bank at:

(l) This Agreement shall in all respects be construed in accordance with and governed by the laws of the State of New York, without regard to the conflict of laws principles thereof (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York).

(m) Each party hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of the Federal and state courts located in the Borough of Manhattan in the City of New York in any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby (“Proceedings”). Liquidity Provider irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such Proceedings brought in such a court and any claim that any such Proceedings brought in such a court has been brought in an inconvenient forum.

(n) Liquidity Provider hereby irrevocably designates, appoints, authorizes and empowers as its agent for service of process, Corporation Service Company, at its offices currently located at 1133 Avenue of the Americas, Suite 3100, New York, NY 10036-6710 (the “Process Agent”), to accept and acknowledge for and on behalf of Liquidity Provider service of any and all process, notices or other documents that may be served in any Proceedings in any New York State or Federal court sitting in the State of New York. Such designation and

appointment shall be irrevocable until the Outstanding Prepayment Amount and all other obligations payable under the Transaction Documents shall have been paid in full in accordance with the provisions thereof. Liquidity Provider covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to continue to act in such capacity.

(o) Liquidity Provider consents to process being served in any Proceedings by serving a copy thereof upon the Process Agent. Without prejudice to the foregoing, each Bank and the Collateral Agent agree that to the extent lawful and possible, written notice of said service upon the Process Agent shall also be mailed by registered or certified airmail, postage prepaid, return receipt requested, to Liquidity Provider at the address specified in or pursuant to Section 6(k) or to any other address of which Liquidity Provider shall have given written notice to the Collateral Agent. If said service upon the Process Agent shall not be possible or shall otherwise be impractical after reasonable efforts to effect the same, Liquidity Provider consents to process being served in any Proceedings by the mailing of a copy thereof by registered or certified airmail, postage prepaid, return receipt requested, to the address of Liquidity Provider specified in or pursuant to Section 6(k) or to any other address of which Liquidity Provider shall have given written notice to the Collateral Agent, which service shall be effective 14 days after deposit in the United States Postal Service. Liquidity Provider agrees that such service (i) shall be deemed in every respect effective service of process upon Liquidity Provider in any such suit, action or proceeding and (ii) shall to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to Liquidity Provider.

(p) Each party hereby irrevocably and unconditionally waives any and all right to trial by jury in any Proceedings.

(q) This Agreement may be executed, acknowledged and delivered in any number of counterparts, and all such counterparts taken together shall be deemed to constitute one and the same agreement.

SECTION 7. Termination Of Liquidity Agreement. This Agreement and the rights hereby granted by Liquidity Provider shall cease, terminate and be void (a) upon fulfillment of all of the obligations of the Counterparties under each Confirmation, (b) upon fulfillment of all of the obligations of Liquidity Provider under Section 2(a) hereof, including, without limitation, the payment in full of the CLF Purchase Price (and interest thereon) in respect of the Restricted Shares on the CLF Closing Date, provided that such Restricted Shares represent all the Shares pledged under the Pledge Agreement, (c) upon fulfillment of all of the obligations of Liquidity Provider under Section 2(b) hereof, including, without limitation, the payment in full of the CLF Amount by the Liquidity Provider to the Banks or the Collateral Agent, as the case may be, or (d) upon fulfillment of all of the obligations of Liquidity Provider under Section 3 hereof, including, without limitation, the payment in full of the ROFR Purchase Price (and interest thereon).

SECTION 8. Assignment. Liquidity Provider may not assign its rights or delegate its obligations under this Agreement, except with the prior written consent of each of the Initial Banks, and any purported assignment or delegation without such prior written consent shall be

void and of no effect. No Bank may assign its rights or delegate its obligations under this Agreement, except in accordance with Section 14 of the Pledge Agreement.

SECTION 9. Waiver Of Immunities. Liquidity Provider irrevocably waives, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, or order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees that it will not claim any such immunity in any Proceedings and that the waivers set forth in this Section shall have effect to the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States of America and are intended to be irrevocable for purposes of such Act.

SECTION 10. Taxes. (a) Any and all payments by or on account of any obligation of Liquidity Provider hereunder shall be made free and clear of and without deduction for any tax (except for income or franchise taxes imposed on (or measured by) a Bank’s net income by the United States, or by the jurisdiction under the laws of which it is organized or located (“Excluded Taxes”)), provided that if Liquidity Provider shall be required to deduct any tax (other than Excluded Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this provision) Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) Liquidity Provider shall make such deductions and (iii) Liquidity Provider shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law.

(b) Liquidity Provider shall pay all stamp, transfer, registration or other taxes, duties assessments or governmental charges of any nature payable in respect of any obligation under the Liquidity Agreement.

(c) Liquidity Provider shall indemnify Bank, within ten (10) days after written demand therefor, for the full amount of any tax (other than Excluded Taxes) paid by Bank on or with respect to any payment by or on account of any obligation of Liquidity Provider hereunder (including any tax (other than Excluded Taxes) imposed or asserted on or attributable to amounts payable under this Section 10) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such taxes were correctly or legally imposed or asserted by the relevant governmental authority. A certificate as to the amount of such payment or liability delivered to Liquidity Provider by Bank shall be conclusive absent manifest error.

SECTION 11. Effect Of Amendment And Restatement. It is the intention of each of the parties hereto that the amendment and restatement of the Original Liquidity Agreement does not constitute a novation of the obligations and liabilities existing under the Original Liquidity Agreement.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date and year first above written.


LIQUIDITY PROVIDER:

DUBAI WORLD

By:	/s/ Maryam Sharaf
	Name:	Maryam Sharaf
	Title:	Group Chief Financial Officer


NEVADA COUNTERPARTY:

INFINITY WORLD INVESTMENTS LLC

By:		/s/ Chris O’Donnell
		Name: Chris O’Donnell
		Title: President

By:		/s/ Abdul Wahid A. Rahim Al Ulama
		Name: Abdul Wahid A. Rahim Al Ulama
		Title: Secretary

CAYMAN COUNTERPARTY:

INFINITY WORLD (CAYMAN) L.P.,
		acting by Infinity World (Cayman) Holding, its general partner

By:		/s/ Abdul Wahid A. Rahim Al Ulama
		Name: Abdul Wahid A. Rahim Al Ulama
		Title: Director


COLLATERAL AGENT:

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Collateral Agent

By:		/s/ Richard L. Buckwalter
		Name:Richard L. Buckwalter
		Title: Director

By:		/s/ Randy Kahn
		Name:Randy Kahn
		Title: Vice President


THE INITIAL BANKS:

CREDIT SUISSE INTERNATIONAL

By:	/s/ Laura Muir
	Name:	Laura Muir
	Title:	Authorised Signatory

By:	/s/ James Booth
	Name:	James Booth
	Title:	Authorised Signatory

DEUTSCHE BANK AG, LONDON BRANCH

By:	/s/ Lee Frankenfield
	Name:	Lee Frankenfield
	Title:	Managing Director

By:	/s/ Sunil Hariani
	Name:	Sunil Hariani
	Title:	Director

DEUTSCHE BANK SECURITIES INC., acting solely as agent

By:	/s/ Lee Frankenfield
	Name:	Lee Frankenfield
	Title:	Managing Director

By:	/s/ Sunil Hariani
	Name:	Sunil Hariani
	Title:	Director

THE ROYAL BANK OF SCOTLAND PLC

By:	/s/ Roland Gerber
	Name:	Roland Gerber
	Title:	Authorised Signatory

EX-99.41 7 dex9941.htm AMENDMENT TO THE LETTER AGREEMENT Amendment to the Letter Agreement

Exhibit 41

CONFIDENTIAL TREATMENT REQUESTED

UNDER RULE 24b-2 under the

SECURITIES EXCHANGE ACT OF 1934;

17 C.F.R. § 240.24b-2;

5 U.S.C. § 552(b)(4);

17 C.F.R. §§ 200.80(b)(4) and 200.83

[***] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A

CONFIDENTIAL TREATMENT REQUEST THAT IS

FILED SEPARATELY WITH THE COMMISSION

STRICTLY PRIVATE & CONFIDENTIAL

April 21, 2008

Dubai World

P.O. Box 17000

Dubai, United Arab Emirates

Attention: Rashid Sheikh, Group Treasurer

Ladies and Gentlemen:

Re:

Amendment to Upfront Structuring Fee Letter

Reference is made to the letter dated as of December 13, 2007 (the “Upfront Fee Letter”) among Dubai World (“DW”) and Credit Suisse International (“CS”), Deutsche Bank AG, London Branch (“DB”) and The Royal Bank of Scotland plc (“RBS” and, together with CS and DB, the “Banks”). All capitalized terms used in this letter (this “Amendment to Fee Letter”) without definition have the meanings given to them in the Upfront Fee Letter.

The Upfront Fee Letter provides that any unpaid balance of the upfront structuring fee payable to the Banks would be paid on the date that is 45 calendar days after the Trade Date. DW has requested and the Banks have agreed to postpone the payment date of such amount. In addition, the parties to the Confirmations propose to amend and restate the Confirmations to include as a party to each Confirmation Infinity World (Cayman) L.P., a Cayman Islands exempted limited partnership. Accordingly, the Upfront Fee Letter is amended as follows:

1. Each reference to a Confirmation therein shall be deemed to refer to such Confirmation, as it may be amended from time to time.

2. Section 1 of the Upfront Fee Letter is amended as follows:

(a) by replacing clause (ii) of the paragraph relating to the upfront structuring fee payable to CS with the following provision:

“(ii) on the earlier of (A) the second Prepayment Date under the CS Confirmation and (B) April 30, 2008 an amount equal to $ [***]”

(b) by replacing clause (ii) of the paragraph relating to the upfront structuring fee payable to DB with the following provision:

“(ii) on the earlier of (A) the second Prepayment Date under the DB Confirmation and (B) April 30, 2008 an amount equal to $ [***]”

(c) by replacing clause (ii) of the paragraph relating to the upfront structuring fee payable to RBS with the following provision:

“(ii) on the earlier of (A) the second Prepayment Date under the RBS Confirmation and (B) April 30, 2008 an amount equal to $ [***]”

Except as expressly set forth herein, from and after the date hereof, the Upfront Fee Letter (as amended hereby) shall remain in full force and effect on the terms set forth therein (after giving effect to the amendment contemplated hereby). Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this letter” or “this letter agreement” and each other similar reference contained in the Upfront Fee Letter shall be construed as a reference to the Upfront Fee Letter as amended hereby. The parties hereto hereby acknowledge and agree that this Amendment to Fee Letter and the contents hereof may be disclosed to the same extent and subject to the same terms and conditions which govern the disclosure of the Upfront Fee Letter as set forth therein.

This Amendment to Fee Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Amendment to Fee Letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof or thereof. This Amendment to Fee Letter shall be governed by, and construed in accordance with, the laws of the State of New York. Each party hereto waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Amendment to Fee Letter.

[***] Confidential Treatment Requested.


Yours faithfully,

For and on behalf of
CREDIT SUISSE INTERNATIONAL

/s/ Laura Muir				/s/ James Booth
Name: Laura Muir				Name: James Booth
Authorised Signatory				Authorised Signatory


For and on behalf of
DEUTSCHE BANK AG, LONDON BRANCH

/s/ Lee Frankefield				/s/ Sunil Hariani
Name: Lee Frankenfield				Name: Sunil Hariani
Authorised Signatory				Authorised Signatory

DEUTSCHE BANK SECURITIES INC., acting solely as agent

/s/ Lee Frankefield				/s/ Sunil Hariani
Name: Lee Frankenfield				Name: Sunil Hariani
Authorised Signatory				Authorised Signatory

For and on behalf of

THE ROYAL BANK OF SCOTLAND plc

/s/ Roland Gerber

Name: Roland Gerber

Authorised Signatory

We hereby acknowledge and agree to the terms set out above.

For and on behalf of

DUBAI WORLD

/s/ Maryam Sharaf

Name: Maryam Sharaf

Authorised Signatory

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