Schedule 13D Amendment No. 7

-----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, N4a0wE8o/4GacCYGtukbetiO7adHe8qvV/mlsO6vB6EDK9TBN3LENvFB2XpMfFNa 6q+JyIBFJalJBkzyouKmhg== 0001193125-08-253307.txt : 20081215 0001193125-08-253307.hdr.sgml : 20081215 20081215130411 ACCESSION NUMBER: 0001193125-08-253307 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081215 DATE AS OF CHANGE: 20081215 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: 081249185 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. 7 Schedule 13D Amendment No. 7

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. 7)

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)

December 10, 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 276,502,614 outstanding shares of common stock, par value $.01 per share, as of November 3, 2008, as reported in MGM MIRAGE’s Quarterly Report on Form 10-Q for the quarter ended September 30, 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 276,502,614 outstanding shares of common stock, par value $.01 per share, as of November 3, 2008, as reported in MGM MIRAGE’s Quarterly Report on Form 10-Q for the quarter ended September 30, 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 276,502,614 outstanding shares of common stock, par value $.01 per share, as of November 3, 2008, as reported in MGM MIRAGE’s Quarterly Report on Form 10-Q for the quarter ended September 30, 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 276,502,614 outstanding shares of common stock, par value $.01 per share, as of November 3, 2008, as reported in MGM MIRAGE’s Quarterly Report on Form 10-Q for the quarter ended September 30, 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 276,502,614 outstanding shares of common stock, par value $.01 per share, as of November 3, 2008, as reported in MGM MIRAGE’s Quarterly Report on Form 10-Q for the quarter ended September 30, 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 276,502,614 outstanding shares of common stock, par value $.01 per share, as of November 3, 2008, as reported in MGM MIRAGE’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.

This Schedule 13D/A constitutes Amendment No. 7 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, Amendment No. 5 filed on August 7, 2008, and Amendment No. 6 filed on November 7, 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 3.

Source and Amount of Funds or Other Consideration

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

On December 10, 2008, Infinity World Investments LLC (“Infinity World”) and Infinity World (Cayman) L.P. (“Cayman LP”) entered into a Payoff Letter (the “Letter Agreement”) with each of Credit Suisse International, Deutsche Bank AG, London Branch, and The Royal Bank of Scotland plc (collectively, the “Banks”) and Deutsche Bank Trust Company Americas, as collateral agent (the “Collateral Agent”), whereby the Banks received $890,738,836.05 from Infinity World and Cayman LP on December 11, 2008 to settle in full the share forward transactions and share swap transactions among the Banks, Infinity World and Cayman LP (the “Margin Facility”) and released Infinity World and Cayman LP from all obligations, except for those obligations that, according to their terms, survive termination, under the Amended and Restated Pledge Agreement dated as of April 21, 2008 attached as Exhibit 39 to Amendment No. 3 to the Schedule 13D filed on April 29, 2008, and Amendment No. 1 to Pledge Agreement dated as of November 4, 2008 attached as Exhibit 50 to Amendment No. 6 to the Schedule 13D filed on November 7, 2008 and incorporated herein by reference (collectively, the “Amended Pledge Agreement”), and each Bank also released Infinity World and Cayman LP from all obligations, except for those obligations that, according to their terms, survive termination, under 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, 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 the Third Amendment to Confirmations dated November 4, 2008 attached as Exhibits 46, 47 and 48 to Amendment No. 6 to the Schedule 13D filed on November 7, 2008 and incorporated herein by reference (collectively, the “Amended Confirmations”). Pursuant to the Letter Agreement, the Banks also terminated the liens and security interests in shares of common stock of MGM MIRAGE (the “Shares”) owned by Infinity World and Cayman LP granted to the Banks pursuant to the Amended Pledge Agreement. Pursuant to the Letter Agreement, the Banks released Dubai World, Infinity World and Cayman LP from all obligations, except for those obligations that, according to their terms, survive termination, under the Second Amended and Restated Liquidity Agreement dated as of August 7, 2008 attached as Exhibit 40 to Amendment No. 5 to the Schedule 13D filed on August 15, 2008 and incorporated herein by reference (the “Amended Liquidity Agreement”), and each Bank also released Dubai World from all obligations, except for those obligations that, according to their terms, survive termination, under the Guarantee dated as of November 4, 2008 attached as Exhibit 49 to Amendment No. 6 to the Schedule 13D filed on November 7, 2008 and incorporated herein by reference (the “Guarantee”). This summary of the Letter Agreement is not intended to be complete and is qualified in its entirety by reference to the Letter Agreement incorporated herein by reference as Exhibit 51.

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:

On December 10, 2008, Infinity World and Cayman LP entered into the Letter Agreement described in Item 3 above with the Banks and the Collateral Agent, whereby, among other things, the Banks received $890,738,836.05 from Infinity World and Cayman LP on December 11, 2008 to settle in full the Margin Facility and released Infinity World and Cayman LP from all obligations, except for those obligations that, according to their terms, survive termination, under the Amended Pledge Agreement and the Amended Confirmations. Pursuant to the Letter Agreement, the Banks also terminated the liens and security interests in the Shares owned by Infinity World and Cayman LP granted to the Banks pursuant to the Amended Pledge Agreement. Each Bank also released Dubai World, Infinity World and Cayman LP from all obligations, except for those obligations that, according to their terms, survive termination, under the Amended Liquidity Agreement and released Dubai World from all obligations, except for those obligations that, according to their terms, survive termination, under the Guarantee. This summary of the Letter Agreement is not intended to be complete and is qualified in its entirety by reference to the Letter Agreement incorporated herein by reference as Exhibit 51.

Item 7.

Material to be Filed as Exhibits

Item 7 is hereby amended to add the following exhibit:


Exhibit No.		Description of Exhibits

51		Payoff Letter dated as of December 10, 2008 by and among Credit Suisse International, Deutsche Bank AG, London Branch, The Royal Bank of Scotland plc, Deutsche Bank Trust Company Americas, as Collateral Agent, Infinity World (Cayman) L.P. and Infinity World Investments LLC.

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: December 15, 2008


DUBAI WORLD,						INFINITY WORLD (CAYMAN) L.P.,
a Dubai, United Arab Emirates government decree entity						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.,						INFINITY WORLD (CAYMAN) HOLDING,
a Dubai, United Arab Emirates offshore corporation						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,						INFINITY WORLD INVESTMENTS LLC,
a Cayman Islands exempted company						a Nevada limited liability company

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

INDEX TO EXHIBITS


No.		Description

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

36 **†		Amended and Restated Confirmation dated as of April 21, 2008 by and among Credit Suisse International, Infinity World (Cayman) L.P. and Infinity World Investments LLC, 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., filed as Exhibit 42 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 June 25, 2008 and incorporated herein by reference.

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, filed as Exhibit 43 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 June 25, 2008 and incorporated herein by reference.

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 as Exhibit 44 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 June 25, 2008 and incorporated herein by reference.

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, filed as Exhibit 45 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 August 15, 2008 and incorporated herein by reference.

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, filed as Exhibit 46 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 November 7, 2008 and incorporated herein by reference.


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, filed as Exhibit 47 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 November 7, 2008 and incorporated herein by reference.

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, filed as Exhibit 48 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 November 7, 2008 and incorporated herein by reference.

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, filed as Exhibit 49 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 November 7, 2008 and incorporated herein by reference.

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 as Exhibit 50 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 November 7, 2008 and incorporated herein by reference.

51*		Payoff Letter dated as of December 10, 2008 by and among Credit Suisse International, Deutsche Bank AG, London Branch, The Royal Bank of Scotland plc, Deutsche Bank Trust Company Americas, as Collateral Agent, 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-99.51 2 dex9951.htm PAYOFF LETTER Payoff Letter

Exhibit 51

PAYOFF LETTER

December 10, 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:	Prepaid Forward/Equity Swap Transactions

Ladies and Gentlemen:

Reference is hereby made to:

(i) the Amended and Restated Confirmation dated as of April 21, 2008 among INFINITY WORLD INVESTMENTS LLC, a Nevada limited liability company (“Infinity Nevada”), and INFINITY WORLD (CAYMAN) L.P., a Cayman Islands exempted limited partnership (“Infinity Cayman”; Infinity Cayman, together with Infinity Nevada, collectively, the “Infinity Parties” and each, an “Infinity Party”), and CREDIT SUISSE INTERNATIONAL (“CS”), as amended by that Second Amendment to Confirmation dated as of June 23, 2008 (the “CS Confirmation”);

(ii) the Amended and Restated Confirmation dated as of April 21, 2008 among the Infinity Parties and DEUTSCHE BANK AG, LONDON BRANCH (“DB”), as amended by that Second Amendment to Confirmation dated as of June 23, 2008 (the “DB Confirmation”);

(iii) the Amended and Restated Confirmation dated as of April 21, 2008, among the Infinity Parties and THE ROYAL BANK OF SCOTLAND plc (“RBS”; RBS, together with CS and DB, collectively, the “Initial Banks”), as amended by that Second Amendment to Confirmation dated as of June 23, 2008 (the “RBS Confirmation”; the RBS Confirmation, together with the CS Confirmation and the DB Confirmation, collectively, the “Confirmations”);

(iv) the Amended and Restated Pledge Agreement dated as of April 21, 2008 among the Infinity Parties, the Initial Banks, each other Bank from time to time party thereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (in such capacity, the “Collateral Agent”),

as amended by that Amendment No. 1 to Amended and Restated Pledge Agreement dated as of November 4, 2008 (the “Pledge Agreement”); and

(v) the other Transaction Documents (as defined in the Pledge Agreement).

All capitalized terms used herein that are defined in the Pledge Agreement and that are not otherwise defined herein shall have the respective meanings ascribed thereto in the Pledge Agreement.

The Infinity Parties have informed us that they intend to settle the Transactions in cash on the Termination Date (as defined in the Confirmations). This letter confirms that, if the Payoff Amount (as such term is defined below) is paid by wire transfer (together with notification to the Collateral Agent of the applicable federal funds wire reference number), in accordance with the Funds Flow Memorandum attached hereto as Exhibit A (the “Funds Flow Memorandum”), of freely and immediately available funds and received by the Collateral Agent by 12:00 p.m., New York time, on December 11, 2008, all amounts in respect of any Outstanding Prepayment Amount, the Forward Cash Settlement Amount, the Equity Amount and any Floating Amount (the “Outstanding Payment Obligations”), and all expenses, fees and other amounts owing by any of the Infinity Parties or Dubai World to the Collateral Agent and the Banks (such entities being referred to collectively herein as the “Lender Parties”) under the Confirmations and the other Transaction Documents will have been paid.

If received by noon, New York City time, on December 11, 2008 the total cash amount due will be $891,097,027.21 (the “Payoff Amount”), consisting of:

$890,738,836.05 in Outstanding Payment Obligations,

$353,752.64 in legal fees,

$4,438.52 in other Collateral Agent expenses

This letter confirms that upon, and effective as of, the time of receipt by the Collateral Agent of the Payoff Amount (such time being referred to as the “Effective Time”):

(i) the liens and security interests granted pursuant to the Pledge Agreement and the other Transaction Documents to the Lender Parties shall be deemed to have been automatically released and terminated;

(ii) all Outstanding Payment Obligations and all expenses, fees and other amounts owing by the Infinity Parties and Dubai World under the Confirmations and the other Transaction Documents shall be deemed paid in full, released and discharged, all without any further action being required to effectuate the foregoing (except for obligations under the provisions that are specified in any Transaction Document as surviving termination of the Transactions or any such Transaction Document);

(iii) the Infinity Parties or a designee will be authorized to file UCC termination statements in order to evidence the termination of the liens and security interests granted pursuant to the Pledge Agreement and the other Transaction Documents and the Collateral Agent will, at the Infinity Parties’ expense, execute and deliver such trademark releases, mortgage releases and other documents as the Infinity Parties may reasonably request in order to evidence the termination of the liens and security interests granted pursuant to the Pledge Agreement and the other Transaction Documents; and

(iv) the Collateral Agent will promptly deliver any Collateral (other than the Cash Collateral, which will be applied to the Payoff Amount as set forth in the Funds Flow Memorandum) in its possession to the Infinity Parties or such party as the Infinity Parties may direct in writing;

provided that those provisions that are specified in any Transaction Document as surviving termination of the Transactions or any such Transaction Document, shall survive in accordance with their respective terms and without prejudice and remain in full force and effect.

By accepting this letter agreement, you acknowledge and agree that there are no payment or (except as noted in the preceding paragraph with respect to the return of the Collateral in the Collateral Agent’s possession (other than the Cash Collateral)) delivery obligations, current or future, of any kind of the Banks or the Agents under the Transaction Documents.

By accepting this letter agreement, you hereby instruct and direct the Collateral Agent to transfer or cause to be transferred any Shares in the New Jersey ICA Securities Account to the account specified in Exhibit B hereto.

This letter agreement shall become effective only when signed by the Collateral Agent, and each Initial Bank and accepted by the Infinity Parties in the spaces provided below. This letter agreement 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 letter agreement by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof. This letter agreement shall become null and void if for any reason the Effective Time does not occur on or prior to December 11, 2008.

THIS LETTER AGREEMENT 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 SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).


Very truly yours, COLLATERAL AGENT: 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


THE INITIAL BANKS: CREDIT SUISSE INTERNATIONAL

By:		/s/ Christian Bettley
		Name: Christian Bettley Title: Authorised Signatory

By:		/s/ Benjamin Tan
		Name: Benjamin Tan Title: Authorised Signatory


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


THE ROYAL BANK OF SCOTLAND PLC

By:		/s/ Roland Gerber
		Name: Roland Gerber Title: Authorised Signatory

Accepted and Agreed to by:


INFINITY WORLD INVESTMENTS LLC

By:		/s/ Laiboon Yu
		Name: Laiboon Yu Title: Authorized Signatory

By:		/s/ Kar Tung Quek
		Name: Kar Tung Quek Title: Authorized Signatory


INFINITY WORLD (CAYMAN) L.P. acting by Infinity World (Cayman) Holding, its general partner

By:		/s/ Laiboon Yu
		Name: Laiboon Yu Title: Authorized Signatory

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