exv10w4x7y



 





Exhibit 10.4(7)




DATED
1/20/2007




 




PANSY HO




 




GRAND PARADISE MACAU LIMITED,




a corporation organized under the laws of the Isle of Man




 




MGMM MACAU, LTD.,




a corporation organized under the laws of the Isle of Man




 




MGM MIRAGE MACAU, LTD.,




a corporation organized under the laws of the Isle of Man




 




MGM MIRAGE, a corporation organized under the laws of the State of Delaware




and




MGM GRAND PARADISE LIMITED, a corporation




organized under the laws of Macau S.A.R.




 




AMENDMENT AGREEMENT TO THE




SUBSCRIPTION AND SHAREHOLDERS AGREEMENT





 









 







THIS AMENDMENT AGREEMENT is dated            2007 and is made BETWEEN:-





	(1)	 	PANSY HO, an individual, whose address is Penthouse, 39th Floor, West Tower, Shun
Tak Centre, 200 Connaught Road, Central, Hong Kong (“PH”);
	 
	(2)	 	GRAND PARADISE MACAU LIMITED, a corporation organized under the laws of
the Isle of Man and whose registered office is 15-19 Athol Street, Douglas, Isle of Man
IM1 ILB, British Isles (“PHCO”);
	 
	(3)	 	MGMM MACAU, LTD., a corporation organized under the laws of the Isle of Man
and whose registered office is First Floor, Millennium House, Victoria Road, Douglas
IM2 4RW, Isle of Man, British Isles (“MGMMI”), an indirect, wholly owned subsidiary of MGM
MIRAGE;
	 
	(4)	 	MGM MIRAGE MACAU, LTD., a corporation organized under the laws of the Isle of
Man and whose registered office is First Floor, Millennium House, Victoria Road,
Douglas IM2 4RW, Isle of Man, British Isles (“MGMMII”), an indirect, wholly
owned subsidiary of MGM MIRAGE;
	 
	(5)	 	MGM MIRAGE, a corporation organized under the laws of Delaware and whose
principal office is 3600 Las Vegas Boulevard, South, Las Vegas, Nevada 89109
(“MGM MIRAGE”), whose shares are listed on the New York Stock Exchange; and
	 
	(6)	 	MGM GRAND PARADISE LIMITED, a corporation organized under the laws of
Macau S.A.R. and whose registered office is Avenida da Praia Grande 759, 3/F, Macau
S.A.R. (“Gaming Company”).





BACKGROUND





	(A)	 	The parties are all the parties to a Subscription and Shareholders Agreement dated 19
June, 2004 (as the same has prior to the date hereof been amended and restated) (the
“Principal Agreement”); and
	 
	(B)	 	The parties are desirous of amending certain of the provisions of the principal
Agreement in the manner hereinafter set out as regards the provision by them and their
affiliates of staff and services and the level of project fees to be paid.




 









 









NOW THEREFORE, in consideration of the mutual promises,
covenants and agreements of the parties contained herein, IT IS AGREED as follows:-





	1.	 	Clause 10.2 of the Principal Agreement shall be deleted and replaced
by the following new Clause 10.2:
	 
	 	 	“The parties acknowledge that each of the Shareholders will be providing support and
services to the Business through its staff and other persons. The costs of any such staff or
other persons and any other direct or indirect costs incurred by any Shareholder (or any of
its affiliates) involved or incurred directly in the development or operation of any part of
the Business shall be borne by that Shareholder and shall not be recharged by that
Shareholder (or any of its affiliates) to Gaming Company or the applicable subsidiary, as the
case may be, except with the prior written approval of the Board or the Principal
Shareholders.”
	 
	2.	 	Clause 28.1 shall be amended by deleting “1.75%” in line 5 thereof and replacing it
with “1.3125%”.
	 
	3.	 	Clause 28.2 shall be amended by deleting “0.875%” in line 5 thereof and replacing it
with “1.3125%”
	 
	4.	 	This Amendment Agreement has effect from 19 June 2004 (the “Effective Date”) and
the Principal Agreement is amended in the manner set out above as of and with effect
from the Effective Date.




IN WITNESS whereof, this Amendment Agreement has been entered into by the parties on the
date set out above.




	 	 	 
	SIGNED by PANSY HO

	 	/s/ Pansy Ho
	 

	 	 
	in the presence of:
	 	 
	 
	 	 
	/s/
C.Y. Wong
	 	 
	 

	 	 
	 
	 	 





 









 





	 	 	 
	SIGNED by

	 	/s/ Pansy Ho
	 

	 	 

	For and on behalf of
GRAND PARADISE MACAU
LIMITED in the presence of:
	 	 
	 
	 	 
	/s/ C.Y. Wong
	 	 
	 

	 	 
	 
	 	 
	SIGNED by

	 	/s/ Gary N. Jacobs
	 

	 	 

	For and on behalf of MGM
MACAU, LTD. in the
presence of:
	 	 
	 
	 	 
	/s/ C.Y. Wong
	 	 
	 

	 	 
	 
	 	 
	SIGNED by

	 	/s/ Gary N. Jacobs
	 

	 	 

	For and on behalf of MGM
MIRAGE MACAU LTD. in the
presence of:
	 	 
	 
	 	 
	/s/ C.Y. Wong
	 	 
	 

	 	 
	 
	 	 
	SIGNED by

	 	/s/ Gary N. Jacobs
	 

	 	 

	For and on behalf
of MGM MIRAGE in the presence
of:
	 	 
	 
	 	 
	/s/ C.Y. Wong
	 	 
	 

	 	 






 









 





	 	 	 
	SIGNED by

	 	/s/ Pansy Ho
	 

	 	 

	 

	 	/s/ Gary N. Jacobs
	 

	 	 

	For and on behalf of MGM
GRAND PARADISE LIMITED
in the presence of:
	 	 
	 
	 	 
	/s/
C.Y. Wong