SC 13D/A

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. 6)

MGM MIRAGE

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

552953101

(CUSIP Number)

George Dalton, Esq.

Dubai World

Emirates Towers, Level 47

Sheikh Zayed Road

Dubai, United Arab Emirates

Telephone: +971 4 3903800

Copy to:

Robert R. Carlson, Esq.

Paul, Hastings, Janofsky & Walker LLP

515 South Flower Street

Los Angeles, California 90071

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

November 4, 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) 5.3%1
14	TYPE OF REPORTING PERSON CO

¹ This calculation is based upon the total number of 276,498,614 outstanding shares of common stock, par value $.01 per share, as of September 30, 2008, as reported in MGM MIRAGE’s Form 8-K filed October 29, 2008.

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) 5.3%2
14	TYPE OF REPORTING PERSON CO

² This calculation is based upon the total number of 276,498,614 outstanding shares of common stock, par value $.01 per share, as of September 30, 2008, as reported in MGM MIRAGE’s Form 8-K filed October 29, 2008.

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) 9.4%3
14	TYPE OF REPORTING PERSON PN

³ This calculation is based upon the total number of 276,498,614 outstanding shares of common stock, par value $.01 per share, as of September 30, 2008, as reported in MGM MIRAGE’s Form 8-K filed October 29, 2008.

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) 9.4%4
14	TYPE OF REPORTING PERSON CO

⁴ This calculation is based upon the total number of 276,498,614 outstanding shares of common stock, par value $.01 per share, as of September 30, 2008, as reported in MGM MIRAGE’s Form 8-K filed October 29, 2008.

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 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) 9.4%5
14	TYPE OF REPORTING PERSON CO

⁵ This calculation is based upon the total number of 276,498,614 outstanding shares of common stock, par value $.01 per share, as of September 30, 2008, as reported in MGM MIRAGE’s Form 8-K filed October 29, 2008.

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) 9.4%6
14	TYPE OF REPORTING PERSON OO

⁶ This calculation is based upon the total number of 276,498,614 outstanding shares of common stock, par value $.01 per share, as of September 30, 2008, as reported in MGM MIRAGE’s Form 8-K filed October 29, 2008.

This Schedule 13D/A constitutes Amendment No. 6 to that certain Schedule 13D filed on December 28, 2007, as previously amended by Amendment No. 1 filed on January 16, 2008, Amendment No. 2 filed on February 27, 2008, Amendment No. 3 filed on April 29, 2008, Amendment No. 4 filed on June 25, 2008, and Amendment No. 5 filed on August 15, 2008 by Infinity World Investments LLC, a Nevada limited liability company, Infinity World Cayman Investments Corporation, a Cayman Islands exempted company, Infinity World (Cayman) L.P., a Cayman Islands exempted limited partnership, Infinity World (Cayman) Holding, a Cayman Islands exempted company, Infinity World Holding Ltd., a Dubai, United Arab Emirates offshore corporation, and Dubai World, a Dubai, United Arab Emirates government decree entity (collectively, with all subsequent amendments, the “Schedule 13D”). Except as specifically set forth herein, the Schedule 13D remains unmodified.

Item 2. Identity and Background

Item 2 is hereby amended and restated in its entirety as set forth below:

This Schedule 13D is being filed by:

(1) Infinity World Investments LLC (“Infinity World”) is a limited liability company organized under the laws of the State of Nevada and is principally engaged in the holding of equity securities of MGM MIRAGE, a Delaware corporation (“MGM MIRAGE”). Infinity World is an indirect wholly-owned subsidiary of Dubai World. The address for Infinity World’s principal office is Emirates Towers, Level 47, Sheikh Zayed Road, Dubai, United Arab Emirates.

(2) Infinity World Cayman Investments Corporation (“Cayman Investments”) is an exempted company organized under the laws of the Cayman Islands and is the sole equity holder of Infinity World. Cayman Investments is principally engaged through Infinity World in the holding of equity securities of MGM MIRAGE. Cayman Investments is an indirect wholly-owned subsidiary of Dubai World. The address for Cayman Investments’ principal office is Emirates Towers, Level 47, Sheikh Zayed Road, Dubai, United Arab Emirates.

(3) Infinity World (Cayman) L.P. (“Cayman LP”) is an exempted limited partnership organized under the laws of the Cayman Islands and is principally engaged in the holding of equity securities of MGM MIRAGE and in holding the equity securities of its two subsidiaries, Infinity World and Cayman Investments. Cayman LP is an indirect wholly-owned subsidiary of Dubai World. The address for Cayman LP’s principal office is Emirates Towers, Level 47, Sheikh Zayed Road, Dubai, United Arab Emirates.

(4) Infinity World (Cayman) Holding (“Cayman Holding”) is an exempted company organized under the laws of the Cayman Islands and is principally engaged (through its subsidiaries) in the holding of equity securities of MGM MIRAGE. Cayman Holding is an indirect wholly-owned subsidiary of Dubai World and the general partner of Cayman LP. The address for Cayman Holding’s principal office is Emirates Towers, Level 47, Sheikh Zayed Road, Dubai, United Arab Emirates.

(5) Infinity World Holding Ltd. (“Infinity Holding”) is a Dubai, United Arab Emirates offshore corporation and is principally engaged (through its subsidiaries) in the holding of equity securities of MGM MIRAGE. Infinity Holding is a wholly-owned subsidiary of Dubai World. The address for Infinity Holding’s principal office is Emirates Towers, Level 47, Sheikh Zayed Road, Dubai, United Arab Emirates.

(6) Dubai World (“Dubai World”) is a decree entity of Dubai, United Arab Emirates and is a holding company that manages and supervises the portfolio of businesses and projects for the Dubai Government. The address for Dubai World’s principal office is Emirates Towers, Level 47, Sheikh Zayed Road, Dubai, United Arab Emirates.

(7) The name and present principal occupation or employment of each of the directors and executive officers and control persons of Infinity World, Cayman Investments, Cayman LP, Cayman Holding, Infinity Holding and Dubai World⁷ (the “Control Individuals”) are set forth below. Except as otherwise indicated, the business address of the Control Individuals listed below is Emirates Towers, Level 47, Sheikh Zayed Road, Dubai, United Arab Emirates.

⁷ Dubai World also has an advisory board of directors. This advisory board, however, does not function as, or have any of the powers of, a corporate board of directors. The advisory board of Dubai World is not granted any power to oversee, manage or otherwise control Dubai World. Therefore, Dubai World believes that no disclosure is required with respect to this advisory board under General Instruction C of Form Schedule 13D.

Kar Tung Quek is Chief Financial Officer and Treasurer of Infinity World, Cayman Investments, Cayman Holding, and Infinity Holding. Mr. Quek is also a member of the Board of Managers for Infinity World and is a member of the Board of Directors of Cayman Investments, Cayman Holding and Infinity Holding. Mr. Quek is also currently the Chief Financial Officer of Nakheel PJSC, a subsidiary of Dubai World that specializes in the development of both commercial and residential real estate, and whose address is P.O. Box 17777, Dubai, United Arab Emirates (“Nakheel”). Mr. Quek is a resident of the United Arab Emirates and is a Singaporean citizen.

Chris O’Donnell is President and Chief Executive Officer of Infinity World, Cayman Investments, Cayman Holding and Infinity Holding. Mr. O’Donnell is also a member of the Board of Managers for Infinity World and is a member of the Board of Directors of Cayman Investments, Cayman Holding, and Infinity Holding. Mr. O’Donnell is also Chief Executive Officer for Nakheel, a subsidiary of Dubai World that specializes in the development of both commercial and residential real estate. Mr. O’Donnell is a resident of the United Arab Emirates and is an Australian citizen.

Abdul Wahid A. Rahim Al Ulama is Secretary for Infinity World, Cayman Investments, Cayman Holding and Infinity Holding. Mr. Ulama is also a member of the Board of Managers for Infinity World and is a member of the Board of Directors of Cayman Investments, Cayman Holding and Infinity Holding. Mr. Ulama is a resident of the United Arab Emirates and is a United Arab Emirates citizen.

Laiboon Yu is a member of the Board of Managers for Infinity World and is a member of the Board of Directors of Cayman Investments, Cayman Holding and Infinity Holding. Mr. Yu is the Group Chief Investment Officer of Dubai World. Mr. Yu is a resident of the United Arab Emirates and is a Singaporean citizen.

Sultan Ahmed Bin Sulayem is the Chairman of Dubai World. Mr. Sulayem is a resident of the United Arab Emirates and is a citizen of the United Arab Emirates.

During the past five years, none of Infinity World, Cayman Investments, Cayman LP, Cayman Holding, Infinity Holding, or Dubai World or any of Control Individuals have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities law or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

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

On November 4, 2008, Infinity World and Cayman LP, jointly and severally, entered into a Third Amendment to Confirmation (collectively, the “Third Amendments”) with each of Credit Suisse International, Deutsche Bank AG, London Branch, and The Royal Bank of Scotland plc (collectively, the “Banks”) to amend the Amended and Restated Confirmations dated April 21, 2008 attached as Exhibits 36, 37 and 38 to Amendment No. 3 to the Schedule 13D filed on April 29, 2008, and the Second Amendment to Confirmations dated June 23, 2008 attached as Exhibits 42, 43 and 44 to Amendment No. 4 to the Schedule 13D filed on June 25, 2008 and incorporated herein by reference (collectively, the “Amended Confirmations”). The Third Amendments, among other things, amend the definition of “Credit Support Documents” in each of the Amended Confirmations to include the Guarantee described in Item 6 below. This summary of the Third Amendments is not intended to be complete and is qualified in its entirety by reference to the Third Amendments incorporated herein by reference as Exhibits 46, 47 and 48.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended to add the following as the last three paragraphs:

Infinity World and Cayman LP entered into the Third Amendments described in Item 3 above with each of the Banks to amend the Amended Confirmations, whereby, among other things, the parties thereto agreed to amend the definition of “Credit Support Documents” in each of the Amended Confirmations.

On November 4, 2008, Dubai World and each of the Banks, entered into that certain Guarantee (the “Guarantee”) whereby Dubai World, as Guarantor, agrees to guarantee the full and punctual payment of each monetary obligation of Infinity World and Cayman LP under the Amended Confirmations, as amended by the Third Amendments, and the 1992 ISDA Master Agreement (Multicurrency-Cross Border) published by the International Swaps and Derivatives Association, Inc. This summary of the Guarantee is not intended to be complete and is qualified in its entirety by reference to the Guarantee incorporated herein by reference as Exhibit 49.

On November 4, 2008, Infinity World, Cayman LP, each of the Banks and Deutsche Bank Trust Company Americas, as collateral agent, entered into that certain Amendment No. 1 (“Amendment No. 1”) to the Amended and Restated Pledge Agreement dated as of April 21, 2008. Amendment No. 1, among other things, amends the definition of “Transaction Documents” to include the Guarantee described above. This summary of Amendment No. 1 is not intended to be complete and is qualified in its entirety by reference to Amendment No. 1 incorporated herein by reference as Exhibit 50.

Item 7. Material to be Filed as Exhibits

Item 7 is hereby amended to add the following exhibits:

Exhibit No.	Description of Exhibits
46	Third Amendment to Confirmation dated as of November 4, 2008 by and among Credit Suisse International, Infinity World (Cayman) L.P. and Infinity World Investments LLC.
47	Third Amendment to Confirmation dated as of November 4, 2008 by and among Deutsche Bank AG, London Branch, Infinity World (Cayman) L.P. and Infinity World Investments LLC.
48	Third Amendment to Confirmation dated as of November 4, 2008 by and among The Royal Bank of Scotland plc, Infinity World (Cayman) L.P. and Infinity World Investments LLC.
49	Guarantee dated as of November 4, 2008 by and among Dubai World, Credit Suisse International, Deutsche Bank AG, London Branch, and The Royal Bank of Scotland plc.
50	Amendment No. 1 to Amended and Restated Pledge Agreement dated as of November 4, 2008 by and among Infinity World Investments LLC, Infinity World (Cayman) L.P., Credit Suisse International, Deutsche Bank AG, London Branch, The Royal Bank of Scotland plc and Deutsche Bank Trust Company Americas, as collateral agent.

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: November 7, 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/ George Dalton	/s/ Abdul Wahid A. Rahim Al Ulama
Name: George Dalton, Esq.	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.
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, filed as Exhibit 36 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd., Infinity World Cayman Investments Corporation and Infinity World Investments LLC with the Securities and Exchange Commission on April 29, 2008 and incorporated herein by reference.
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, filed as Exhibit 37 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd., Infinity World Cayman Investments Corporation and Infinity World Investments LLC with the Securities and Exchange Commission on April 29, 2008 and incorporated herein by reference.
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, filed as Exhibit 38 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd., Infinity World Cayman Investments Corporation and Infinity World Investments LLC with the Securities and Exchange Commission on April 29, 2008 and incorporated herein by reference.
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, filed as Exhibit 39 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd., Infinity World Cayman Investments Corporation and Infinity World Investments LLC with the Securities and Exchange Commission on April 29, 2008 and incorporated herein by reference.

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, filed as Exhibit 40 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd., Infinity World Cayman Investments Corporation and Infinity World Investments LLC with the Securities and Exchange Commission on April 29, 2008 and incorporated herein by reference.
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 as Exhibit 41 to the Schedule 13D jointly filed by Dubai World, Infinity World (Cayman) L.P., Infinity World (Cayman) Holding, Infinity World Holding Ltd., Infinity World Cayman Investments Corporation and Infinity World Investments LLC with the Securities and Exchange Commission on April 29, 2008 and incorporated herein by reference.
42 **†	Second Amendment to Confirmation dated as of June 23, 2008 by and among Credit Suisse International, Infinity World (Cayman) L.P. and Infinity World Investments LLC.
43 **†	Second Amendment to Confirmation dated as of June 23, 2008 by and among Deutsche Bank AG, London Branch, Infinity World (Cayman) L.P. and Infinity World Investments LLC.
44 **†	Second Amendment to Confirmation dated as of June 23, 2008 by and among The Royal Bank of Scotland plc, Infinity World (Cayman) L.P. and Infinity World Investments LLC.
45 **†	Second Amended and Restated Liquidity Agreement dated as of August 7, 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.
46*	Third Amendment to Confirmation dated as of November 4, 2008 by and among Credit Suisse International, Infinity World (Cayman) L.P. and Infinity World Investments LLC.
47*	Third Amendment to Confirmation dated as of November 4, 2008 by and among Deutsche Bank AG, London Branch, Infinity World (Cayman) L.P. and Infinity World Investments LLC.
48*	Third Amendment to Confirmation dated as of November 4, 2008 by and among The Royal Bank of Scotland plc, Infinity World (Cayman) L.P. and Infinity World Investments LLC.
49*	Guarantee dated as of November 4, 2008 by and among Dubai World, Credit Suisse International, Deutsche Bank AG, London Branch, and The Royal Bank of Scotland plc.
50*	Amendment No. 1 to Amended and Restated Pledge Agreement dated as of November 4, 2008 by and among Infinity World Investments LLC, Infinity World (Cayman) L.P., Credit Suisse International, Deutsche Bank AG, London Branch, The Royal Bank of Scotland plc and Deutsche Bank Trust Company Americas, as collateral agent.

* Filed herewith.

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

† Previously filed.

EX-99.46

Exhibit 46

THIRD AMENDMENT TO CONFIRMATION

Credit Suisse International

One Cabot Square

London

E14 4QJ

United Kingdom

Date: November 4, 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 amendment (the “Third Amendment”) is to amend certain terms of the Amended and Restated Confirmation entered into on April 21, 2008 among Credit Suisse International (“Party A”), 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 “Amended and Restated Confirmation”).

Concurrently with the entry into this Third Amendment, the Counterparties have entered into substantially similar amendments (collectively, the “Other Amendments”) 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 Third Amendment.

The parties hereto agree as follows:

Amendment. In the paragraph immediately preceding the heading “Conditions to Party A’s Payment Obligation:” of the Amended and Restated Confirmation the following words are inserted immediately before the words “shall be Credit Support Documents”:

“and the guarantee dated as of October 29, 2008 among Dubai World, as guarantor, and Party A and the Other Dealers, as beneficiaries (the “Guarantee”),”

Defined Terms. Unless otherwise specifically defined herein, each term used herein which is defined in the Amended and Restated Confirmation has the meaning assigned to such term in the Amended and Restated Confirmation.

Governing Law. This Third Amendment shall be governed by and construed in accordance with the laws of the State of New York.

Effectiveness. This Third Amendment shall become effective on the date hereof concurrently with the effectiveness of the Other Amendments.

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Third Amendment enclosed for that purpose and returning it to us.

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

EX-99.47

Exhibit 47

THIRD AMENDMENT TO CONFIRMATION

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: November 4, 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 amendment (the “Third Amendment”) is to amend certain terms of the Amended and Restated Confirmation entered into on April 21, 2008 among Deutsche Bank AG, London Branch (“Party A”), 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 “Amended and Restated Confirmation”).

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

The parties hereto agree as follows:

Amendment. In the paragraph immediately preceding the heading “Conditions to Party A’s Payment Obligation:” of the Amended and Restated Confirmation the following words are inserted immediately before the words “shall be Credit Support Documents”:

“and the guarantee dated as of October 29, 2008 among Dubai World, as guarantor, and Party A and the Other Dealers, as beneficiaries (the “Guarantee”),”

Defined Terms. Unless otherwise specifically defined herein, each term used herein which is defined in the Amended and Restated Confirmation has the meaning assigned to such term in the Amended and Restated Confirmation.

Governing Law. This Third Amendment shall be governed by and construed in accordance with the laws of the State of New York.

Effectiveness. This Third Amendment shall become effective on the date hereof concurrently with the effectiveness of the Other Amendments.

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Third Amendment enclosed for that purpose and returning it to us.

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: Secretary	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-99.48

Exhibit 48

THIRD AMENDMENT TO CONFIRMATION

The Royal Bank of Scotland plc

135 Bishopgate

London

EC2M 3UR

United Kingdom

Date: November 4, 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 amendment (the “Third Amendment”) is to amend certain terms of the Amended and Restated Confirmation entered into on April 21, 2008 among The Royal Bank of Scotland plc (“Party A”), 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 “Amended and Restated Confirmation”).

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

The parties hereto agree as follows:

Amendment. In the paragraph immediately preceding the heading “Conditions to Party A’s Payment Obligation:” of the Amended and Restated Confirmation the following words are inserted immediately before the words “shall be Credit Support Documents”:

“and the guarantee dated as of October 29, 2008 among Dubai World, as guarantor, and Party A and the Other Dealers, as beneficiaries (the “Guarantee”),”

Defined Terms. Unless otherwise specifically defined herein, each term used herein which is defined in the Amended and Restated Confirmation has the meaning assigned to such term in the Amended and Restated Confirmation.

Governing Law. This Third Amendment shall be governed by and construed in accordance with the laws of the State of New York.

Effectiveness. This Third Amendment shall become effective on the date hereof concurrently with the effectiveness of the Other Amendments.

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Third Amendment enclosed for that purpose and returning it to us.

Confirmed as of the date first written	Sincerely yours,
/s/ Chris O’Donnell	/s/ Ehsan Haque
Name: Chris O’Donnell	Name: Ehsan Haque
Title: President	Title: Authorized Signatory
	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: Secretary
For and on behalf of Infinity World Investments LLC
/s/ Abdul Wahid A. Rahim Al Ulama
Name: Abdul Wahid A. Rahim Al Ulama
Title: Secretary
For and on behalf of Infinity World (Cayman) L.P., acting by Infinity World (Cayman) Holding, its general partner

EX-99.49

Exhibit 49

GUARANTEE

GUARANTEE dated as of November 4, 2008 by DUBAI WORLD, a decree entity of the Government of Dubai, United Arab Emirates (with its successors, the “Guarantor”) for the benefit of CREDIT SUISSE INTERNATIONAL (“CS”), DEUTSCHE BANK AG, LONDON BRANCH (“DB”) and THE ROYAL BANK OF SCOTLAND PLC (“RBS”) (CS, DB and RBS together, with each of their successors and permitted assigns, are hereinafter referred to as the “Beneficiaries”, and each, a “Beneficiary”).

WHEREAS, the Guarantor is the sole indirect parent of INFINITY WORLD INVESTMENTS LLC, a Nevada limited liability company (the “Nevada Counterparty”) and INFINITY WORLD (CAYMAN) L.P., a Cayman Islands exempted limited partnership (the “Cayman Counterparty”; together with the Nevada Counterparty, the “Obligors” and each, an “Obligor”);

WHEREAS, the Nevada Counterparty and each of the Beneficiaries 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 Beneficiaries 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 Obligors and each of the Beneficiaries 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 Beneficiaries 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 Beneficiaries and the Collateral Agent have entered into an amendment and restatement of the Original Pledge Agreement, dated as of April 21, 2008 (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, the Guarantor, the Nevada Counterparty, the Beneficiaries and the Collateral Agent have entered into a single Liquidity Agreement dated as of December 13, 2007 (the “Original Liquidity Agreement”);

WHEREAS, the Guarantor, the Nevada Counterparty, the Cayman Counterparty, the Beneficiaries and the Collateral Agent have entered into an amendment and restatement of the Original Liquidity Agreement, dated as of April 21, 2008 (as amended, modified or supplemented from time to time, the “Liquidity Agreement”), pursuant to which the Cayman Counterparty has become an additional counterparty thereunder;

WHEREAS, each Obligor is an indirect wholly owned subsidiary of the Guarantor;

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

WHEREAS, the Guarantor, the Obligors and the Beneficiaries are engaged in discussions (“Amendment Discussions”) to further amend the Transaction Documents, including, without limitation, to extend the maturity date thereof by 12 months or more and to reduce the pricing thereof; and

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, including, without limitation, the Beneficiaries’ agreement to engage in Amendment Discussions, the receipt and sufficiency of which are hereby acknowledged, the Guarantor agrees as follows:

1. Definitions. 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.

2. The Guarantee. The Guarantor hereby unconditionally guarantees the full and punctual payment in United States dollars (whether at stated maturity, upon acceleration or otherwise) of each Guaranteed Obligation, as hereinafter

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defined. Upon failure by any Obligor to pay punctually any Guaranteed Obligation, the Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the instrument evidencing such Guaranteed Obligation. This Guaranty is a guaranty of payment and not of collection only. The Beneficiaries shall not be required to exhaust any right or remedy or take any action against any Obligor or any other Person or entity or any collateral.

As used herein, “Guaranteed Obligations” means the due and punctual payment of (A) all amounts payable by the Obligors 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 Obligors under the Transaction Documents.

The Guarantor agrees that, without limiting Clause 14, to the extent that the provisions of the United Arab Emirates Federal Law No. 5 of 1985 regarding Civil Transactions Law (the “Civil Code”) may apply in respect of the preceding paragraphs of this Clause 2 then to the maximum extent permitted by law the provisions of Article 1092 of the Civil Code shall not apply to such paragraphs.

3. Guarantee Unconditional. The obligations of the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:

(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any Obligor under any Transaction Document, by operation of law or otherwise;

(b) any modification or amendment of or supplement to any Transaction Document;

(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any Obligor under any Transaction Document;

(d) any change in the corporate existence, structure or ownership of any Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligor or its assets or any resulting release or discharge of any obligation of any Obligor contained in any Transaction Document;

(e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against any Obligor, any Beneficiary 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;

3

(f) any invalidity or unenforceability relating to or against any Obligor for any reason of any Transaction Document or any provision of applicable law or regulation purporting to prohibit the payment by any Obligor of any amounts payable pursuant to any Transaction Document; or

(g) any other act or omission to act or delay of any kind by any Obligor, any Beneficiary 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 the Guarantor’s obligations hereunder.

4. Discharge Only Upon Payment in Full; Reinstatement In Certain Circumstances. The Guarantor’s obligations hereunder shall remain in full force and effect until all Guaranteed Obligations shall have been paid in full. If at any time any payment of any Guaranteed Obligation is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any Obligor or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.

5. Waiver by the Guarantor. The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any person or entity against the Guarantor, any Obligor or any other person or entity.

6. Subrogation. Upon making full payment with respect to any obligation of any Obligor hereunder, the Guarantor shall be subrogated to the rights of the payee against any Obligor with respect to such obligation; provided that the Guarantor shall not enforce any payment by way of subrogation so long as any Guaranteed Obligation remains unpaid.

7. Stay of Acceleration. If acceleration of the time for payment of any Guaranteed Obligation is stayed upon the insolvency, bankruptcy or reorganization of any Obligor, all such Guaranteed Obligations otherwise subject to acceleration under the terms of the Transaction Documents shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Beneficiaries.

8. Representations and Warranties. The Guarantor represents and warrants to each Beneficiary that:

4

(a) the Guarantor 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 Guarantee.

(b) the execution, delivery and performance by the Guarantor of this Guarantee have been duly authorized by all necessary action on the part of the Guarantor 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 the Guarantor or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Guarantor;

(c) this Guarantee constitutes a valid and binding agreement of the Guarantor enforceable against the Guarantor 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) the execution, delivery and performance of this Guarantee (i) do not require any consent or approval of, registration or filing with, or other action by, any governmental authority, except such as have been obtained and are in full force and effect, (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Guarantor or any order of any court or governmental authority, and (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Guarantor or any of its properties or give rise to a right thereunder to require the Guarantor to make any payment;

(e) there are no actions, suits or proceedings by or before any arbitrator or court or other governmental authority pending against or, to the knowledge of the Guarantor, threatened against or affecting the Guarantor as to which there is a reasonable possibility of adverse determinations that, in the aggregate, could reasonably be expected to result in a material adverse effect on the assets, operations, prospects or condition, financial or otherwise, of the Guarantor or the ability of the Guarantor to perform its obligations under this Guarantee;

(f) the obligations of the Guarantor under this Guarantee will rank pari passu with other unsecured and unsubordinated obligations of the Guarantor; and

(g) 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 Guarantee or necessary for the validity or enforceability hereof.

5

9. Notices.

(a) All notices, instructions, directions, demands and other communications hereunder shall be in writing and executed by an Authorized Officer and shall be deemed to have been duly given, 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 9(a)), 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 9(a)) and the facsimile sender machine issues a confirmation of error free receipt.

(i) Notices to the Guarantor shall be directed to it at Dubai World, Emirates Towers, Level 47, Sheik Zayed Road, Dubai, United Arab Emirates, Attention of 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.

(ii) Notices to CS shall be directed to it at 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.

(iii) Notices to DB shall be directed to it at 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: Managing Director, Strategic Equity Transactions – New York.

(iv) Notices to RBS shall be directed to it at 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

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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.

(v) Notices to either Obligor shall be directed to it, c/o Dubai World, Emirates Towers, Level 47, Sheik Zayed Road, Dubai, United Arab Emirates, Attention of 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.

(b) The Guarantor 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 the Guarantor 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 Guaranteed Obligations shall have been paid in full. The Guarantor 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.

(c) The Guarantor consents to process being served in any Proceedings by serving a copy thereof upon the Process Agent. Without prejudice to the foregoing, each Beneficiary agrees 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 Guarantor at the address specified in or pursuant to Section 9(a) or to any other address of which the Guarantor shall have given written notice to each of the Beneficiaries. If said service upon the Process Agent shall not be possible or shall otherwise be impractical after reasonable efforts to effect the same, the Guarantor 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 the Guarantor specified in or pursuant to Section 9(a) or to any other address of which the Guarantor shall have given written notice to each of the Beneficiaries, which service shall be effective 14 days after deposit in the United States Postal Service. The Guarantor agrees that such service (i) shall be deemed in every respect effective service of process upon the Guarantor 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 the Guarantor.

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10. No Waiver. No failure or delay by any Beneficiary in exercising any right, power or privilege under this Guarantee or the Transaction Documents 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.

11. Amendments and Waivers. Any provision of this Guarantee may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by each of the Beneficiaries and the Guarantor.

12. Successors and Assigns. This Guarantee shall be binding upon the Guarantor and its successors and assigns, for the benefit of each Beneficiary and its successors and permitted assigns under the Transaction Documents, except that the Guarantor may not transfer or assign any or all of its rights or obligations hereunder without the prior written consent of each Beneficiary.

13. Governing Law; Jurisdiction. (a) This Guarantee 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).

(b) 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 Guarantee (“Proceedings”). The Guarantor 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.

(c) Each party hereby irrevocably and unconditionally waives any and all right to trial by jury in any Proceedings.

14. Waiver of Immunities. The Guarantor 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

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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 14 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.

15. Taxes. (a) Any and all payments by or on account of any obligation of Guarantor 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 Beneficiary’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 the Guarantor 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) each Beneficiary receives an amount equal to the sum it would have received had no such deductions been made, (ii) Guarantor shall make such deductions and (iii) Guarantor shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law.

(b) Guarantor shall pay all stamp, transfer, registration or other taxes, duties assessments or governmental charges of any nature payable in respect of any obligation under this Guarantee.

(c) Guarantor shall indemnify a Beneficiary, within ten (10) days after written demand therefor, for the full amount of any tax (other than Excluded Taxes) paid by such Beneficiary on or with respect to any payment by or on account of any obligation of Guarantor hereunder (including any tax (other than Excluded Taxes) imposed or asserted on or attributable to amounts payable under this Section 15) 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 Guarantor by a Beneficiary shall be conclusive absent manifest error.

16. Counterparts. This Guarantee 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.

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17. Full Recourse in Respect of Full Amount of Guaranteed Obligations. It is expressly understood, and the parties hereto agree, that any provision of the Transaction Documents (including Section 21 of the Pledge Agreement) to the contrary notwithstanding, the Guarantor’s liability under this Guarantee shall not be limited in amount (except for payment in full of the Guaranteed Obligations) and the Guaranteed Obligations shall not in any way be limited to the amount of any recovery that may have resulted from the enforcement of the security interest granted to the Beneficiaries pursuant to Section 2 of the Pledge Agreement.

18. Judgment Currency.

(a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder in U.S. dollars into another currency, the parties hereto agree, to the fullest extent that they may legally and effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the relevant Beneficiary could purchase U.S. dollars with such other currency in New York, New York, on the Business Day immediately preceding the day on which final judgment is given.

(b) The obligation of the Guarantor in respect of any sum due to any Beneficiary hereunder in U.S. dollars shall, to the extent permitted by applicable law, notwithstanding any judgment in a currency other than U.S. dollars, be discharged only to the extent that on the Business Day following receipt of any sum adjudged to be so due in the judgment currency such Beneficiary may in accordance with normal banking procedures purchase U.S. dollars in the amount originally due to such Beneficiary with the judgment currency. If the amount of U.S. dollars so purchased is less than the sum originally due to such Beneficiary, the Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Beneficiary against the resulting loss; and if the amount of U.S. dollars so purchased is greater than the sum originally due to such Beneficiary, such Beneficiary agrees to repay such excess.

19. Article 1092 of the Civil Code.

(a) Each of the Beneficiaries and the Guarantor agrees that to the extent (i) any provision of this Guarantee other than Clause 2 constitutes a guarantee and (ii) without limiting Clause 14, the Civil Code may apply in respect of any such term of this Guarantee, then to the maximum extent permitted by law the provisions of Article 1092 of the Civil Code shall not apply to such guarantee.

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DUBAI WORLD
By:	/s/ Sultan Ahmed Bin Sulayem
	Name: Sultan Ahmed Bin Sulayem
	Title: Chairman

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Agreed to and accepted by:
CREDIT SUISSE INTERNATIONAL
By:	/s/ Laura Muir
	Name: Laura Muir
	Title: Authorised Signatory
By:	/s/ Michael Brock
	Name: Michael Brock
	Title: Vice President

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DEUTSCHE BANK AG, LONDON BRANCH
By:	/s/ Lee Frankenfield
	Name: Lee Frankenfield
	Title: Managing Director
By:	/s/ Andrea Leung
	Name: Andrea Leung
	Title: Managing Director
DEUTSCHE BANK SECURITIES INC., acting solely as agent
By:	/s/ Lee Frankenfield
	Name: Lee Frankenfield
	Title: Managing Director
By:	/s/ Andrea Leung
	Name: Andrea Leung
	Title: Managing Director

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THE ROYAL BANK OF SCOTLAND PLC
By:	/s/ Ehsan Hague
	Name: Ehsan Hague
	Title: Authorised Signatory

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EX-99.50

EXHIBIT 50

AMENDMENT NO. 1

TO AMENDED AND RESTATED PLEDGE AGREEMENT

AMENDMENT No. 1 (this “Amendment”) dated as of November 4, 2008 to the Amended and Restated Pledge Agreement dated as of April 21, 2008 (the “Pledge Agreement”) by and 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” and each, an “Initial Bank”), and Deutsche Bank Trust Company Americas, as collateral agent (in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to the Pledge Agreement the Pledgors granted to the Collateral Agent for the benefit of the Secured Parties (as defined therein) a security interest in the Collateral (as defined therein), including shares (the “Shares”) of common stock, par value $0.01 per share, of MGM MIRAGE, a Delaware corporation, and security entitlements in respect of Shares; and

WHEREAS, Dubai World, a decree entity of the Government of Dubai, United Arab Emirates (the “Guarantor”) has entered on the date hereof into a guarantee (the “Guarantee”) of all the Guaranteed Obligations (as defined therein) of the Pledgors for the benefit of the Initial Banks (and their successors and permitted assigns) and, in connection therewith, the parties hereto deem it appropriate to enter into this Amendment;

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1 . Definitions. Unless otherwise specifically defined herein, each term used herein that is defined in the Pledge Agreement has the meaning assigned to such term therein. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Pledge Agreement shall, after this Amendment becomes effective, refer to the Pledge Agreement as amended hereby.

SECTION 2 . Amendments of Pledge Agreement. Effective as of the date hereof, the Pledge Agreement is hereby amended as follows:

(a) The following text shall be inserted immediately before the definition of “Guarantor Party” in Section 1(a):

“Guarantee” means the guarantee dated as of November 4, 2008 executed by Dubai World, a decree entity of the Government of Dubai, United Arab Emirates, for the benefit of the Initial Banks (and their successors and permitted assigns).

(b) The definition of “Transaction Documents” in Section 1(a) shall be replaced in full with the following text:

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

(c) The word “and” preceding numeral (iv) in the first sentence of Section 12(c) of the Pledge Agreement is replaced with a comma and the phrase “and (v) in the case of the Guarantee, Parent and each Initial Bank” is inserted immediately before the word “provided” in such sentence.

SECTION 3 . Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

SECTION 4 . Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.

SECTION 5 Authorization. Each Initial Bank hereby instructs the Collateral Agent to execute and deliver a counterpart of this Amendment.

SECTION 6 . Effectiveness. This Amendment shall become effective on the date when the Collateral Agent shall have received from each of the parties hereto a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Collateral Agent) that such party has signed a counterpart hereof.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

INFINITY WORLD INVESTMENTS LLC, as Pledgor
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
INFINITY WORLD (CAYMAN) L.P., as Pledgor, 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

CREDIT SUISSE INTERNATIONAL, as an Initial Bank
By:	/s/ Laura Muir
	Name: Laura Muir
	Title: Authorised Signatory
By:	/s/ Robert Roman
	Name: Robert Roman
	Title: Authorised Signatory

DEUTSCHE BANK AG, LONDON BRANCH, as an Initial Bank
By:	/s/ Lee Frankenfield
	Name: Lee Frankenfield
	Title: Managing Director
By:	/a/ 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:	/a/ Sunil Hariani
	Name: Sunil Hariani
	Title: Director

THE ROYAL BANK OF SCOTLAND PLC, as an Initial Bank
By:	/s/ Ehsan Hague
	Name: Ehsan Hague
	Title: Authorised Signatory

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent
By:	/s/ Yana Kislenko
	Name: Yana Kislenko
	Title: Assistant Vice President
By:	/s/ Randy Kahn
	Name: Randy Kahn
	Title: Vice President