Tower Research Capital Investments Llc by eok30690

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									MGM Resorts International
SC 13D/A
04/29/2008

Park Avenue Tower




      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)
                (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
____________________________
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MGM Resorts International
SC 13D/A
04/29/2008

Park Avenue Tower




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

                      14,548,738 shares
                      10 SHARED DISPOSITIVE POWER

                      -0- shares


____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
MGM Resorts International
SC 13D/A
04/29/2008

Park Avenue Tower




   11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY
               EACH REPORTING PERSON

               14,548,738 shares
   12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
               (11) EXCLUDES SHARES


   13          PERCENT OF CLASS REPRESENTED BY AMOUNT
               IN ROW (11)

               5.2% 1
   14          TYPE OF REPORTING PERSON

               CO
____________________________
Created by Morningstar Document Research.
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MGM Resorts International
SC 13D/A
04/29/2008

Park Avenue Tower




      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)
                (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
____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
MGM Resorts International
SC 13D/A
04/29/2008

Park Avenue Tower




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

                      14,548,738 shares
                      10 SHARED DISPOSITIVE POWER

                      -0- shares


____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
MGM Resorts International
SC 13D/A
04/29/2008

Park Avenue Tower




   11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY
               EACH REPORTING PERSON

               14,548,738 shares
   12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
               (11) EXCLUDES SHARES


   13          PERCENT OF CLASS REPRESENTED BY AMOUNT
               IN ROW (11)

               5.2% 2
   14          TYPE OF REPORTING PERSON

               CO
____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
MGM Resorts International
SC 13D/A
04/29/2008

Park Avenue Tower




      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)
                (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
____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
MGM Resorts International
SC 13D/A
04/29/2008

Park Avenue Tower




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

                      26,048,738 shares
                      10 SHARED DISPOSITIVE POWER

                      -0- shares


____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
MGM Resorts International
SC 13D/A
04/29/2008

Park Avenue Tower




   11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY
               EACH REPORTING PERSON

               26,048,738 shares
   12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
               (11) EXCLUDES SHARES


   13          PERCENT OF CLASS REPRESENTED BY AMOUNT
               IN ROW (11)

               9.3% 3
   14          TYPE OF REPORTING PERSON

               PN
____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
MGM Resorts International
SC 13D/A
04/29/2008

Park Avenue Tower




      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)
                (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
____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
MGM Resorts International
SC 13D/A
04/29/2008

Park Avenue Tower




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

                      26,048,738 shares
                      10 SHARED DISPOSITIVE POWER

                      -0- shares


____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
MGM Resorts International
SC 13D/A
04/29/2008

Park Avenue Tower




   11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY
               EACH REPORTING PERSON

               26,048,738 shares
   12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
               (11) EXCLUDES SHARES


   13          PERCENT OF CLASS REPRESENTED BY AMOUNT
               IN ROW (11)

               9.3% 4
   14          TYPE OF REPORTING PERSON

               CO
____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
MGM Resorts International
SC 13D/A
04/29/2008

Park Avenue Tower




      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)
                (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
____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
MGM Resorts International
SC 13D/A
04/29/2008

Park Avenue Tower




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

                      26,048,738 shares
                      10 SHARED DISPOSITIVE POWER

                      -0- shares


____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
MGM Resorts International
SC 13D/A
04/29/2008

Park Avenue Tower




   11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY
               EACH REPORTING PERSON

               26,048,738 shares
   12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
               (11) EXCLUDES SHARES


   13          PERCENT OF CLASS REPRESENTED BY AMOUNT
               IN ROW (11)

               9.3% 5
   14          TYPE OF REPORTING PERSON

               CO
____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
MGM Resorts International
SC 13D/A
04/29/2008

Park Avenue Tower




      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)
                (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
____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
MGM Resorts International
SC 13D/A
04/29/2008

Park Avenue Tower




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

                      26,048,738 shares
                      10 SHARED DISPOSITIVE POWER

                      -0- shares


____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
MGM Resorts International
SC 13D/A
04/29/2008

Park Avenue Tower




   11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY
               EACH REPORTING PERSON

               26,048,738 shares
   12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
               (11) EXCLUDES SHARES


   13          PERCENT OF CLASS REPRESENTED BY AMOUNT
               IN ROW (11)

               9.3% 6
   14          TYPE OF REPORTING PERSON

               OO
____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
MGM Resorts International
SC 13D/A
04/29/2008

Adel Al Shirawi




Exhibit No.          Description of Exhibits

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

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

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

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

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

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


____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
MGM Resorts International
SC 13D/A
04/29/2008

Adel Al Shirawi




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.


____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
MGM Resorts International
SC 13D/A
04/29/2008

Adel Al Shirawi




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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
MGM Resorts International
SC 13D/A
04/29/2008

Adel Al Shirawi




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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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SC 13D/A
04/29/2008

AMENDED AND RESTATED CONFIRMATION




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


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SC 13D/A
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Terms of Transaction Applicable to each Component:




Reference Number:

Trade Date:                  December 13, 2007

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

Exchange:                    The New York Stock Exchange, Inc.

Related Exchange:            Not Applicable

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


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Terms of Transaction Applicable to each Component:




Business Days:                         New York

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

Valuation Time:                        Scheduled Closing Time

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

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

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


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Terms of Transaction Applicable to each Component:




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

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

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

Early Termination Fee:           An amount equal to the present value (discounted
                                 from the Termination Fee Date at the applicable
                                 USD swap rate as determined by the Calculation
                                 Agent) of an amount equal to the product
                                 of (i) the Spread used to calculate the Floating
                                 Amount in respect of the Swap Transaction,
                                 (ii) the Aggregate Prepayment Amount as
                                 of the Optional Termination Date and (iii)
                                 a fraction, the numerator of which equals
                                 the number of days during the period from,
                                 and including, the Optional Termination
                                 Date to, but excluding, the Termination
                                 Fee Date and the denominator of which equals
                                                                                    360.00


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MGM Resorts International
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Terms of Transaction Applicable to each Component:




Partial Early Termination Fee:




Termination Fee Date:




Effect of Optional Early Termination:




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

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


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

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

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




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

Adjustments:

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

Extraordinary Events:

Consequences of Merger Events:

Share-for-Share:                            Alternative Obligation

Share-for-Other:                            Alternative Obligation

Share-for-Combined:                         Component Adjustment

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

Consequences of Tender Offers:

Share-for-Share:                            Calculation Agent Adjustment


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Terms of Transaction Applicable to each Component:




Share-for-Other:

Share-for-Combined:

Nationalization, Insolvency or Delisting:

Additional Disruption Events:

Change in Law:




Failure to Deliver:

Hedging Disruption:

Insolvency Filing:




Increased Cost of Hedging:

Loss of Stock Borrow:

Increased Cost of Stock Borrow:

Other Provisions:

(a) Non-Reliance:

(b) Agreements and Acknowledgements Regarding
Hedging Activities

(c) Additional Acknowledgements:


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Calculation Agent Adjustment

Calculation Agent Adjustment

Cancellation and Payment



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

Not Applicable

Not Applicable

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

Not Applicable

Not Applicable

Not Applicable



Applicable

Applicable


Applicable
MGM Resorts International
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Other Terms Applicable to the Forward Transaction




General Terms

Buyer:                                      Party A

Seller:                                     Counterparties

Prepayment:                                 Applicable

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

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

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

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


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Other Terms Applicable to the Forward Transaction




                                        (b) the amount determined pursuant to preceding
                                        clause (iii);

                                        provided further that, for the avoidance
                                        of doubt, the Aggregate Prepayment Amount
                                        shall be limited to the Facility Amount;


                                        provided further that if the Prepayment
                                        Amount (as determined in accordance with
                                        the foregoing proviso) in respect of any
                                        Prepayment Date other than the Final Prepayment
                                        Date would be less than US$ 75,000,000 multiplied
                                        by the Applicable Portion, then such request
                                        shall not be effective and Party A shall
                                        not be required to make any payment of a Prepayment
                                        Amount with respect thereto.

Applicable Portion:                     1/3 (one-third)

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

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


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SC 13D/A
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Other Terms Applicable to the Forward Transaction




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

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

Settlement Terms:

Variable Obligation:                        Not Applicable

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

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

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


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MGM Resorts International
SC 13D/A
04/29/2008

Other Terms Applicable to the Swap Transaction:




General Terms:

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

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


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Other Terms Applicable to the Swap Transaction:




Equity Amounts:

Equity Amount Payer:                              Party A

Equity Amount Receiver:                           Party B

Equity Notional Reset:                            Not Applicable

Type of Return:                                   Price Return

Equity Amount:                                    Notwithstanding Section 8.7 of the Equity
                                                  Definitions, the amount equal to (x) the
                                                  product of the Aggregate Number of Shares
                                                  and the Final Price minus (y) the product
                                                  of the Aggregate Number of Shares and the
                                                  Initial Price.

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

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

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

Floating Amounts:

Floating Rate Payer:                              Party B

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

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


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Other Terms Applicable to the Swap Transaction:




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

Floating Rate Option:                         USD-LIBOR-BBA

Designated Maturity:                          3 months

Spread:                                       As specified in Schedule I hereto.

Floating Rate Day Count Fraction:             Actual/360

Reset Dates:                                  The first day of each Calculation Period.

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


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Other Terms Applicable to the Swap Transaction:




First Fixed Amount Payable by Party B:

First Fixed Rate Payer:

Notional Amount:




First Fixed Rate Payer Payment Date:




First Fixed Amount Calculation Period:



First Fixed Rate:


First Fixed Rate Day Count Fraction:

Second Fixed Amount Payable by Party B:

Second Fixed Rate Payer:

Notional Amount:




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Party B

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

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

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

[***] of the Spread used to calculate the
Floating Amount.

Actual/360



Party B

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




Second Fixed Rate Payer Payment Date:




Second Fixed Amount Calculation Period:




Second Fixed Rate:


Second Fixed Rate Day Count Fraction:

Settlement:

Cash Settlement:

Settlement Currency:

Cash Settlement Payment Date:


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

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

[***] of the Spread used to calculate the
Floating Amount.

Actual/360



Applicable

USD

Termination Date
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Matters relating to Party A and Agent:




Account for payments to Party A:

Funds paid to:                               Credit Suisse Securities (USA) LLC

Account Name:                                Credit Suisse Securities (USA) LLC

Account With:                                Citibank, NY

ABA:                                         [***]

Account No:                                  [***]

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

Account Name:                                Infinity World Investments LLC

Account With:                                RBOSGB2L - Royal Bank of Scotland

Account No:                                  [***]

Intermediary Bank:                           CHASUS33

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


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Part 3. Agreement to Deliver Documents




Party required to deliver                         Form/Document/Certificate
document

Each Counterparty                    Signing Authority being evidence of authority,
                                     incumbency and specimen signature of each
                                     person executing any document on its behalf
                                     in connection with the Agreement
Each Counterparty                    Certified Resolution of the Board of Directors
                                     approving the Agreement and the arrangements
                                     contemplated herein

Counterparties                       Legal opinions in form reasonably acceptable
                                     to Party A

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             Date by which to be delivered             Covered by
                                                      Section 3(d)
                                                     Representation
On the signing of the Agreement and, if requested,        Yes
any Confirmation including this Confirmation


On the signing of the Agreement and, if requested,        Yes
any Confirmation (including this Confirmation)


On the signing of the Agreement and, if requested,         No
any Confirmation (including this Confirmation)
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Part 3. Agreement to Deliver Documents




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


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Part 3. Agreement to Deliver Documents




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


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Part 3. Agreement to Deliver Documents




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


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Part 3. Agreement to Deliver Documents




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


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




                                  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


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PARTY A IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DBSI H




Reference Number:

Trade Date:                         December 13, 2007

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

Exchange:                           The New York Stock Exchange, Inc.

Related Exchange:                   Not Applicable

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

Business Days:                      New York

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

Valuation Time:                     Scheduled Closing Time

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

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


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SC 13D/A
04/29/2008

PARTY A IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DBSI H




Termination Fee Date:




Effect of Optional Early Termination:




Adjustments:

Method of Adjustment:




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UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DBSI H




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

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


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

Consequences of Merger Events:

Share-for-Share:

Share-for-Other:

Share-for-Combined:

Tender Offer:



Consequences of Tender Offers:

Share-for-Share:

Share-for-Other:

Share-for-Combined:

Nationalization, Insolvency or Delisting:

Additional Disruption Events:

Change in Law:




Failure to Deliver:

Hedging Disruption:

Insolvency Filing:




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R THE U.S. SECURITIES EXCHANGE ACT OF 1934. DBSI H




     Alternative Obligation

     Alternative Obligation

     Component Adjustment

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



     Calculation Agent Adjustment

     Calculation Agent Adjustment

     Calculation Agent Adjustment

     Cancellation and Payment



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

     Not Applicable

     Not Applicable

     Applicable. The Cancellation Amount shall
     be determined in accordance with Part 1,
     paragraph (h) of Supplemental Provisions
     in this Confirmation.
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PARTY A IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DBSI H




Increased Cost of Hedging:                                 Not Applicable

Loss of Stock Borrow:                                      Not Applicable

Increased Cost of Stock Borrow:                            Not Applicable

Other Provisions:

(a) Non-Reliance:                                          Applicable

(b) Agreements and Acknowledgements Regarding              Applicable
Hedging Activities

(c) Additional Acknowledgements:                           Applicable


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PARTY A IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DBSI H




General Terms

Buyer:                           Party A

Seller:                          Counterparties

Prepayment:                      Applicable

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

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


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PARTY A IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DBSI H




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

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

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

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

Settlement Terms:

Variable Obligation:                        Not Applicable

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

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

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


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DBSI H
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PARTY A IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DBSI H




General Terms:

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

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

Equity Amounts:

Equity Amount Payer:              Party A

Equity Amount Receiver:           Party B

Equity Notional Reset:            Not Applicable

Type of Return:                   Price Return

Equity Amount:                    Notwithstanding Section 8.7 of the Equity
                                  Definitions, the amount equal to (x) the
                                  product of the Aggregate Number of Shares
                                  and the Final Price minus (y) the product
                                  of the Aggregate Number of Shares and the
                                  Initial Price.

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

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

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

Floating Amounts:

Floating Rate Payer:              Party B


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DBSI H
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PARTY A IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DBSI H




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

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

Floating Rate Option:                          USD-LIBOR-BBA

Designated Maturity:                           3 months

Spread:                                        As specified in Schedule I hereto.

Floating Rate Day Count Fraction:              Actual/360

Reset Dates:                                   The first day of each Calculation Period.


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MGM Resorts International
SC 13D/A
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PARTY A IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DBSI H




Initial Interest Amounts:




First Fixed Amount Payable by Party B:

First Fixed Rate Payer:

Notional Amount:




First Fixed Rate Payer Payment Date:




First Fixed Amount Calculation Period:
First Fixed Rate:



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UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DBSI H




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



      Party B

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

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

      The period from, and including, the Trade
      Date to, but excluding, the First Fixed
      Rate Payer Payment Date.
[***] of the Spread used to calculate the
Floating Amount.
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SC 13D/A
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PARTY A IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DBSI H




First Fixed Rate Day Count Fraction:

Second Fixed Amount Payable by Party B:

Second Fixed Rate Payer:

Notional Amount:




Second Fixed Rate Payer Payment Date:




Second Fixed Amount Calculation Period:




Second Fixed Rate:


Second Fixed Rate Day Count Fraction:

Settlement:

Cash Settlement:

Settlement Currency:

Cash Settlement Payment Date:


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DER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DBSI H




     Actual/360



     Party B

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

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

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

     [***] of the Spread used to calculate the
     Floating Amount.

     Actual/360



     Applicable

     USD

     Termination Date
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PARTY A IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DBSI H




Account Details:

Account for payments to Party A:

Account Name:                                           Deutsche Bank Securities Inc.

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

Account No:                                             [***]

FFC:                                                    [***]

Account for payments to the Counterparties

(unless otherwise specified):

Account Name:                                           Infinity World Investments LLC

Account With:                                           RBOSGB2L - Royal Bank of Scotland

Account No:                                             [***]

Intermediary Bank:                                      CHASUS33

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


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MGM Resorts International
SC 13D/A
04/29/2008

PARTY A IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DBSI H




Party required                Form/Document/Certificate
to deliver document

Each Counterparty             Signing Authority being evidence of authority,
                              incumbency and specimen signature of each
                              person executing any document on its behalf
                              in connection with the Agreement

Each Counterparty             Certified Resolution of the Board of Directors
                              approving the Agreement and the arrangements
                              contemplated herein

Counterparties                Legal opinions in form reasonably acceptable
                              to Party A

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F 1934. DBSI H




      Date by which to be delivered                          Covered by
                                                            Section 3(d)
                                                           Representation
      On the signing of the Agreement and, if requested,        Yes
      any Confirmation including this Confirmation



      On the signing of the Agreement and, if requested,        Yes
      any Confirmation (including this Confirmation)


      On the signing of the Agreement and, if requested,         No
      any Confirmation (including this Confirmation)
MGM Resorts International
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PARTY A IS NOT REGISTERED AS A BROKER DEALER UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934. DBSI H




Address for notices or communications
to Party A:-

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

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

Address for notices or communications
to the Counterparties:-

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

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

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


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. DBSI H
MGM Resorts International
SC 13D/A
04/29/2008

Exhibit 38




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


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MGM Resorts International
SC 13D/A
04/29/2008

Exhibit 38




Reference Number:

Trade Date:                  December 13, 2007

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

Exchange:                    The New York Stock Exchange, Inc.

Related Exchange:            Not Applicable

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


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MGM Resorts International
SC 13D/A
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Exhibit 38




Business Days:                      New York

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

Valuation Time:                     Scheduled Closing Time

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

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


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MGM Resorts International
SC 13D/A
04/29/2008

Exhibit 38




Effect of Optional Early Termination:




Adjustments:

Method of Adjustment:




Extraordinary Events:

Consequences of Merger Events:

Share-for-Share:

Share-for-Other:

Share-for-Combined:

Tender Offer:




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


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




Alternative Obligation

Alternative Obligation

Component Adjustment

Applicable; provided that in the definition
of Tender Offer the words greater than 10%
are replaced with greater than 35%.
MGM Resorts International
SC 13D/A
04/29/2008

Exhibit 38




Consequences of Tender Offers:

Share-for-Share:

Share-for-Other:

Share-for-Combined:

Nationalization, Insolvency or Delisting:

Additional Disruption Events:

Change in Law:




Failure to Deliver:

Hedging Disruption:

Insolvency Filing:




Increased Cost of Hedging:

Loss of Stock Borrow:

Increased Cost of Stock Borrow:

Other Provisions:

(a) Non-Reliance:

(b) Agreements and Acknowledgements Regarding
Hedging Activities

(c) Additional Acknowledgements:


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Calculation Agent Adjustment

Calculation Agent Adjustment

Calculation Agent Adjustment

Cancellation and Payment



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

Not Applicable

Not Applicable

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

Not Applicable

Not Applicable

Not Applicable



Applicable

Applicable


Applicable
MGM Resorts International
SC 13D/A
04/29/2008

Exhibit 38




Buyer:                                      Party A

Seller:                                     Counterparties

Prepayment:                                 Applicable

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

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

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

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


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MGM Resorts International
SC 13D/A
04/29/2008

Exhibit 38




                                        (b) the amount determined pursuant to preceding
                                        clause (iii);

                                        provided further that, for the avoidance
                                        of doubt, the Aggregate Prepayment Amount
                                        shall be limited to the Facility Amount;


                                        provided further that if the Prepayment
                                        Amount (as determined in accordance with
                                        the foregoing proviso) in respect of any
                                        Prepayment Date other than the Final Prepayment
                                        Date would be less than US$ 75,000,000 multiplied
                                        by the Applicable Portion, then such request
                                        shall not be effective and Party A shall
                                        not be required to make any payment of a Prepayment
                                        Amount with respect thereto.

Applicable Portion:                     1/3 (one-third)

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

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


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MGM Resorts International
SC 13D/A
04/29/2008

Exhibit 38




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

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

Settlement Terms:

Variable Obligation:                        Not Applicable

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

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

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


____________________________
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MGM Resorts International
SC 13D/A
04/29/2008

Exhibit 38




General Terms:

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

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

Equity Amounts:

Equity Amount Payer:                        Party A

Equity Amount Receiver:                     Party B

Equity Notional Reset:                      Not Applicable

Type of Return:                             Price Return

Equity Amount:                              Notwithstanding Section 8.7 of the Equity
                                            Definitions, the amount equal to (x) the
                                            product of the Aggregate Number of Shares
                                            and the Final Price minus (y) the product
                                            of the Aggregate Number of Shares and the
                                            Initial Price.

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

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

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

Floating Amounts:

Floating Rate Payer:                        Party B

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


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MGM Resorts International
SC 13D/A
04/29/2008

Exhibit 38




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

Floating Rate Option:                       USD-LIBOR-BBA

Designated Maturity:                        3 months

Spread:                                     As specified in Schedule I hereto.

Floating Rate Day Count Fraction:           Actual/360

Reset Dates:                                The first day of each Calculation Period.


____________________________
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MGM Resorts International
SC 13D/A
04/29/2008

Exhibit 38




Initial Interest Amounts:




First Fixed Amount Payable by Party B:

First Fixed Rate Payer:

Notional Amount:




First Fixed Rate Payer Payment Date:




First Fixed Amount Calculation Period:
First Fixed Rate:


First Fixed Rate Day Count Fraction:


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



Party B

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

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

The period from, and including, the Trade
Date to, but excluding, the First Fixed
Rate Payer Payment Date.
[***] of the Spread used to calculate the
Floating Amount.

Actual/360
MGM Resorts International
SC 13D/A
04/29/2008

Exhibit 38




Second Fixed Amount Payable by Party B:

Second Fixed Rate Payer:

Notional Amount:




Second Fixed Rate Payer Payment Date:




Second Fixed Amount Calculation Period:




Second Fixed Rate:


Second Fixed Rate Day Count Fraction:

Settlement:

Cash Settlement:

Settlement Currency:

Cash Settlement Payment Date:


____________________________
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Party B

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

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

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

[***] of the Spread used to calculate the
Floating Amount.

Actual/360



Applicable

USD

Termination Date
MGM Resorts International
SC 13D/A
04/29/2008

Exhibit 38




Account Details:

Account for payments to Party A:

Account Name:                                Greenwich Capital Markets - Government

Account No:                                  [***]

Account With:                                JP Morgan Chase Bank, New York

ABA:                                         [***]

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

Account Name:                                Infinity World Investments LLC

Account With:                                RBOSGB2L - Royal Bank of Scotland

Account No:                                  [****]

Intermediary Bank:                           CHASUS33

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


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MGM Resorts International
SC 13D/A
04/29/2008

Exhibit 38




Party required                              Form/Document/Certificate
to deliver document

Each Counterparty             Signing Authority being evidence of authority,
                              incumbency and specimen signature of each
                              person executing any document on its behalf
                              in connection with the Agreement

Each Counterparty             Certified Resolution of the Board of Directors
                              approving the Agreement and the arrangements
                              contemplated herein

Counterparties                Legal opinions in form reasonably acceptable
                              to Party A

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             Date by which to be delivered             Covered by
                                                      Section 3(d)
                                                     Representation
On the signing of the Agreement and, if requested,        Yes
any Confirmation including this Confirmation



On the signing of the Agreement and, if requested,        Yes
any Confirmation (including this Confirmation)


On the signing of the Agreement and, if requested,         No
any Confirmation (including this Confirmation)
MGM Resorts International
SC 13D/A
04/29/2008

Exhibit 38




Address for notices or communications
to Party A:-

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

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

With a copy to:-

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

Address for notices or communications
to the Counterparties:-

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


____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
MGM Resorts International
SC 13D/A
04/29/2008

Exhibit 38




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


____________________________
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MGM Resorts International
SC 13D/A
04/29/2008

EACH OTHER BANK FROM TIME TO TIME PARTY HERETO,




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


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MGM Resorts International
SC 13D/A
04/29/2008

EACH OTHER BANK FROM TIME TO TIME PARTY HERETO,




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


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MGM Resorts International
SC 13D/A
04/29/2008

EACH OTHER BANK FROM TIME TO TIME PARTY HERETO,




Exhibit K           Part 1 Form of Notice to UK Securities Intermediary

                    Part 2 Form of Acknowledgment of UK Securities
                    Intermediary

Schedule A          Wire Transfer Instructions
Schedule B          Authorized Officers


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MGM Resorts International
SC 13D/A
04/29/2008

#147;UK Securities Intermediary




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


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MGM Resorts International
SC 13D/A
04/29/2008

as Counterparties,




                                                                   PAGE

SECTION 1.           Definitions                                      2

SECTION 2.           Contingent Liquidity Facility                    4

SECTION 3.           Right Of First Refusal                           7

SECTION 4.           Representations And Warranties Of Liquidity      8
                     Provider

SECTION 5.           The Collateral Agent                             8

SECTION 6.           Miscellaneous                                    9

SECTION 7.           Termination Of Liquidity Agreement              11

SECTION 8.           Assignment                                      11

SECTION 9.           Waiver Of Immunities                            12

SECTION 10.          Taxes                                           12


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