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...

Exhibit 10.4(7)

DATED ▇/▇▇/▇▇▇▇

▇▇▇▇▇ ▇▇

▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 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)		▇▇▇▇▇ ▇▇, an individual, whose address is ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ Tak Centre, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (“PH”);
(2)		GRAND PARADISE MACAU LIMITED, a corporation organized under the laws of the Isle of Man and whose registered office is ▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇▇, 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, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, 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, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, 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 ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ (“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 ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇/▇, ▇▇▇▇▇ ▇.▇.▇. (“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 ▇▇▇▇▇ ▇▇		/s/ ▇▇▇▇▇ ▇▇
in the presence of:
/s/ ▇.▇. ▇▇▇▇

SIGNED by		/s/ ▇▇▇▇▇ ▇▇
For and on behalf of GRAND PARADISE MACAU LIMITED in the presence of:
/s/ ▇.▇. ▇▇▇▇
SIGNED by		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
For and on behalf of MGM MACAU, LTD. in the presence of:
/s/ ▇.▇. ▇▇▇▇
SIGNED by		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
For and on behalf of MGM MIRAGE MACAU LTD. in the presence of:
/s/ ▇.▇. ▇▇▇▇
SIGNED by		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
For and on behalf of MGM MIRAGE in the presence of:
/s/ ▇.▇. ▇▇▇▇

SIGNED by		/s/ ▇▇▇▇▇ ▇▇
		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
For and on behalf of MGM GRAND PARADISE LIMITED in the presence of:
/s/ ▇.▇. ▇▇▇▇