Schedule 13D Amendment No. 4

-----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, G0vFBt3xlQ0I7kQGDNIqxpHwnhfJc7CFMjVeTlZvc2f1tn87QR7TAh56hQ8ItW8G gWRtZqqPXwiS5hDsO9PYXg== 0001193125-08-140214.txt : 20080625 0001193125-08-140214.hdr.sgml : 20080625 20080625160957 ACCESSION NUMBER: 0001193125-08-140214 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20080625 DATE AS OF CHANGE: 20080625 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: 08916805 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. 4 Schedule 13D Amendment No. 4

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. 4)

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)

June 23, 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 276,295,141 outstanding Shares (as defined in Item 3 below), as of June 17, 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) 5.3%²
14		TYPE OF REPORTING PERSON CO

²	This calculation is based upon the total number of 276,295,141 outstanding Shares (as defined in Item 3 below), as of June 17, 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) 9.4%³
14		TYPE OF REPORTING PERSON PN

³	This calculation is based upon the total number of 276,295,141 outstanding Shares (as defined in Item 3 below), as of June 17, 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) 9.4%⁴
14		TYPE OF REPORTING PERSON CO

⁴	This calculation is based upon the total number of 276,295,141 outstanding Shares (as defined in Item 3 below), as of June 17, 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) 9.4%⁵
14		TYPE OF REPORTING PERSON CO

⁵	This calculation is based upon the total number of 276,295,141 outstanding Shares (as defined in Item 3 below), as of June 17, 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) 9.4%⁶
14		TYPE OF REPORTING PERSON OO

⁶	This calculation is based upon the total number of 276,295,141 outstanding Shares (as defined in Item 3 below), as of June 17, 2008, as provided to Cayman LP (as defined below) by MGM MIRAGE.

This Schedule 13D/A constitutes Amendment No. 4 to that certain Schedule 13D filed on December 28, 2007, as previously amended by that certain Amendment No. 1 filed on January 16, 2008, Amendment No. 2 filed on February 27, 2008 and Amendment No. 3 filed on April 29, 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 3.

Source and Amount of Funds or Other Consideration

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

On June 23, 2008, Infinity World and Cayman LP, jointly and severally, entered into a Second Amendment to Confirmation with each of Credit Suisse International, Deutsche Bank AG, London Branch and The Royal Bank of Scotland plc (collectively, the “Banks”) (collectively, the “Second Amendments”) to amend each of the amended and restated confirmation agreements dated April 21, 2008, attached as Exhibits 36, 37 and 38 and filed with Amendment No. 3 to the Schedule 13D on April 29, 2008 and incorporated herein by reference (the “Amended Confirmations”). The Second Amendments, among other things, amended the definition of “Additional Termination Event” in each of the Amended Confirmations. This summary of the Second Amendments is not intended to be complete and is qualified in its entirety by reference to the Second Amendments incorporated herein by reference as Exhibits 42, 43 and 44.

Item 4.

Purpose of the Transaction

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

As of June 25, 2008, Infinity World Group owned an aggregate of 26,048,738 shares of common stock of MGM MIRAGE, a Delaware corporation (“MGM MIRAGE”), par value $.01 per share ( “Shares”), which represent approximately 9.4% of the currently issued and outstanding Shares. This calculation is based upon the total number of 276,295,141 outstanding Shares, as of June 17, 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 June 25, 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 5.3% of the currently issued and outstanding Shares.

As of June 25, 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 9.4% of the currently issued and outstanding Shares.

Item 6.

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

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

Infinity World and Cayman LP entered into the Second Amendments describe 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 “Additional Termination Event” in each of the Amended Confirmations.

Item 7.

Material to be Filed as Exhibits

Item 7 is hereby amended to add the following exhibits:


Exhibit No.		Description of Exhibits

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.

**	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: June 25, 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.

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.

*	Filed herewith.

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

†	Previously filed.

EX-99.42 2 dex9942.htm SECOND AMENDMENT TO CONFIRMATION Second Amendment to Confirmation

Exhibit 42

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

SECOND AMENDMENT TO CONFIRMATION


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

Date: June 23, 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 “Second 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 Second 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 Second Amendment.

The parties hereto agree as follows:

Amendment. The Additional Termination Event under Part 1(j)(iii) of the Amended and Restated Confirmation is amended to read as follows:

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

For the avoidance of doubt, the specified dollar amount appearing above shall be subject to Calculation Agent Adjustment pursuant to Section 11.2 of the Equity Definitions.

Limited Waiver. At the request of the Counterparties, Party A hereby waives any default which existed under Part 1(j)(iii) of the Amended and Restated Confirmation prior to the effectiveness of the amendment described herein. The waiver granted hereby shall be limited precisely as written, and shall not extend to any default under any other provision of the Amended and Restated Confirmation.

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 Second Amendment shall be governed by and construed in accordance with the laws of the State of New York.

Effectiveness. This Second Amendment shall become effective on the date hereof.

[***] Confidential Treatment Requested.

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


Confirmed as of the date first written				Sincerely yours,

/s/ Chris O’Donnell				/s/ Benjamin Tan
Name: Chris O’Donnell				Name: Benjamin Tan
Title: President				Title: Authorised Signatory

/s/ Abdul Wahid A. Rahim Al Ulama				/s/ Natarajan Veeraragoo
Name: Abdul Wahid A. Rahim Al Ulama				Name: Natarajan Veeraragoo
Title: Secretary				Title: Vice President
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-99.43 3 dex9943.htm SECOND AMENDMENT TO CONFIRMATION Second Amendment to Confirmation

Exhibit 43

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

SECOND AMENDMENT TO 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: June 23, 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 “Second 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 Second 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 Second Amendment.

The parties hereto agree as follows:

Amendment. The Additional Termination Event under Part 1(j)(iii) of the Amended and Restated Confirmation is amended to read as follows:

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

For the avoidance of doubt, the specified dollar amount appearing above shall be subject to Calculation Agent Adjustment pursuant to Section 11.2 of the Equity Definitions.

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

Effectiveness. This Second Amendment shall become effective on the date hereof.

[***] Confidential Treatment Requested.

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Second 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/ Andrea Leung
Name: Abdul Wahid A. Rahim Al Ulama				Name: Andrea Leung
Title: Secretary				Title: Managing 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/ Andrea Leung
				Name: Andrea Leung
				Title: Managing Director
				For and on behalf of Deutsche Bank Securities Inc., acting solely as Agent in connection with the Transaction

EX-99.44 4 dex9944.htm SECOND AMENDMENT TO CONFIRMATION Second Amendment to Confirmation

Exhibit 44

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

SECOND AMENDMENT TO CONFIRMATION


		The Royal Bank of Scotland plc
		135 Bishopgate
		London
		EC2M 3UR
		United Kingdom
		Date: June 23, 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 “Second 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 Second 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 Second Amendment.

The parties hereto agree as follows:

Amendment. The Additional Termination Event under Part 1(j)(iii) of the Amended and Restated Confirmation is amended to read as follows:

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

For the avoidance of doubt, the specified dollar amount appearing above shall be subject to Calculation Agent Adjustment pursuant to Section 11.2 of the Equity Definitions.

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

Effectiveness. This Second Amendment shall become effective on the date hereof.

[***] Confidential Treatment Requested.

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


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

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