exv10w1



 





Exhibit 10.1




AMENDMENT NO. 1

TO

THE COMPANY STOCK PURCHASE AND SUPPORT AGREEMENT




     This Amendment No.1 (this “Amendment”), dated as of October 17, 2007 (the “Amendment Effective
Date”), to the Company Stock Purchase and Support Agreement is entered into by and among MGM
MIRAGE, a Delaware corporation (the “Company”) and INFINITY WORLD INVESTMENTS LLC, a Nevada limited
liability company (“Infinity World”).



RECITALS




     WHEREAS, the Company and Infinity World entered into that certain Company Stock Purchase and
Support Agreement (the “Agreement”), dated August 21, 2007, with respect to the subject matters set
forth therein; and



     WHEREAS, the Company and Infinity World desire to amend the Agreement as set forth in this
Amendment.



     NOW, THEREFORE, in consideration of the above premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:


Section 1 Defined Terms. Each capitalized term used and not defined herein shall have the meaning
assigned to it in the Agreement (as amended hereby).



Section 2 Amendment to the Agreement. Effective as of the Amendment Effective Date, the Agreement
is hereby amended by adding the phrase “and other than with respect to shares of Common Stock or
other securities issued or issuable under an Employee Benefit Plan (as defined in Rule 405 of the
Securities Act of 1933) approved by the stockholders of the Company” immediately after the phrase
“terms and conditions specified in this Section 3.1” in the first sentence of Section 3.1 of the
Agreement.



Section 3. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by
implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and
remedies of the parties under the Agreement. This Amendment shall apply and be effective only with
respect to the provisions of the Agreement specifically referred to herein. On and after the
Amendment Effective Date, each reference in the Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein” or words of like import, shall be deemed a reference to the Agreement as amended
hereby.



Section 4. Governing Law. This Amendment shall be governed by the laws of the State of Delaware,
without regard to conflict of laws principles.




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Section 5. Counterparts. This Amendment may be executed in two or more counterparts (including by
facsimile or similar means of electronic communication), each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.




[signature pages follow]




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the Company Stock
Purchase and Support Agreement as of the date first written above.



	 	 	 	 	 
	 	MGM MIRAGE

 	 
	 	/s/  Bryan L. Wright
 	 
	 	Name:  	Bryan L. Wright 	 
	 	Title:  	Senior Vice President — Assistant
General Counsel & Assistant Secretary 	 
	 
	 	INFINITY WORLD INVESTMENTS LLC

 	 
	 	/s/
Chris O’Donnell
 	 
	 	Name:  	Chris O’Donnell 	 
	 	Title:  	Chief Executive Officer 	 
	 




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