STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • August 24th, 2007 • Dubai World • Services-miscellaneous amusement & recreation • Delaware
THIS STOCKHOLDER SUPPORT AGREEMENT, dated as of August 21, 2007 (this “Agreement”) by and between Tracinda Corporation, a Nevada corporation (“Stockholder”) and Infinity World Investments LLC (“Infinity World”) (Stockholder and Infinity World are collectively referred to herein as the “Parties” and individually as a “Party”).
COMPANY STOCK PURCHASE AND SUPPORT AGREEMENTCompany Stock Purchase and Support Agreement • August 24th, 2007 • Dubai World • Services-miscellaneous amusement & recreation • Delaware
THIS COMPANY STOCK PURCHASE AND SUPPORT AGREEMENT (this “Agreement”) is made as of August 21, 2007, by and between MGM MIRAGE, a Delaware corporation (the “Company”), and INFINITY WORLD INVESTMENTS LLC, a Nevada limited liability company (“Infinity World”).
LIMITED LIABILITY COMPANY AGREEMENT OF CITYCENTER HOLDINGS, LLC Dated as of August 21, 2007Limited Liability Company Agreement • August 24th, 2007 • Dubai World • Services-miscellaneous amusement & recreation • Delaware
This Limited Liability Company Agreement (this “Agreement”) is made as of August 21, 2007 (the “Signing Date”), by and between MIRAGE RESORTS, INCORPORATED, a Nevada corporation (“MGM”), and DUBAI WORLD, a Dubai, United Arab Emirates government decree entity (“DW”) (MGM and DW are hereinafter referred to individually as a “Member” and collectively as the “Members”).
GUARANTEEGuarantee • November 7th, 2008 • Dubai World • Services-miscellaneous amusement & recreation
GUARANTEE dated as of November 4, 2008 by DUBAI WORLD, a decree entity of the Government of Dubai, United Arab Emirates (with its successors, the “Guarantor”) for the benefit of CREDIT SUISSE INTERNATIONAL (“CS”), DEUTSCHE BANK AG, LONDON BRANCH (“DB”) and THE ROYAL BANK OF SCOTLAND PLC (“RBS”) (CS, DB and RBS together, with each of their successors and permitted assigns, are hereinafter referred to as the “Beneficiaries”, and each, a “Beneficiary”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • November 7th, 2008 • Dubai World • Services-miscellaneous amusement & recreation • New York
AMENDMENT No. 1 (this “Amendment”) dated as of November 4, 2008 to the Amended and Restated Pledge Agreement dated as of April 21, 2008 (the “Pledge Agreement”) by and among Infinity World Investments LLC, a Nevada limited liability company (the “Nevada Pledgor”), and Infinity World (Cayman) L.P., a Cayman Islands exempted limited partnership (the “Cayman Pledgor”; together with the Nevada Pledgor, the “Pledgors” and each, a “Pledgor”), Credit Suisse International (“CS”), Deutsche Bank AG, London Branch (“DB”), The Royal Bank of Scotland plc (“RBS”; and together with CS and DB, the “Initial Banks” and each, an “Initial Bank”), and Deutsche Bank Trust Company Americas, as collateral agent (in such capacity, the “Collateral Agent”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 28th, 2007 • Dubai World • Services-miscellaneous amusement & recreation
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
AMENDED AND RESTATED JOINT FILING AGREEMENTJoint Filing Agreement • February 27th, 2008 • Dubai World • Services-miscellaneous amusement & recreation
This Amended and Restated Joint Filing Agreement is dated as of February 26, 2008 and is made by and among Dubai World, a Dubai, United Arab Emirates government decree entity (“Dubai World”), Infinity World Holding Ltd., a United Arab Emirates offshore corporation (“Infinity Holding”), Infinity World (Cayman) Holding, a Cayman Islands exempted company (“Cayman Holding”), Infinity World (Cayman) L.P., a Cayman Islands exempted limited partnership (“Cayman LP”), Infinity World Investments Corporation, a Cayman Islands exempted company (“Cayman Investments”) and Infinity World Investments LLC, a Nevada limited liability company (“Infinity World”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 28th, 2007 • Dubai World • Services-miscellaneous amusement & recreation • Delaware
This Agreement (this “Agreement”), dated as of November 15, 2007 (the “Effective Date”), is between Dubai World (“Assignor”), a Dubai, United Arab Emirates government decree entity, and Infinity World Development Corp (“Assignee”), a Nevada corporation. Assignor and Assignee shall hereinafter sometimes be referred to individually as a “Party” and collectively as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 28th, 2007 • Dubai World • Services-miscellaneous amusement & recreation • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 18th day of December, 2007, by and between The Lincy Foundation, a California non profit public benefit corporation (the “Seller”), and Infinity World (Cayman) L.P. (the “Purchaser”).
