MGM Resorts International (a Delaware corporation) up to 78,984,300 Shares of Common Stock UNDERWRITING AGREEMENTMGM Resorts International • October 18th, 2010 • Services-miscellaneous amusement & recreation • New York
MGM Resorts International, a Delaware corporation (the “Company”), and Tracinda Corporation, a Nevada corporation (the “Selling Stockholder”), each confirms its agreement with Barclays Capital Inc. (“Barclays” or the “Underwriter”), with respect to the sale of an aggregate of 68,682,000 shares (the “Initial Securities”) of Common Stock, par value $0.01 per share, of the Company (“Common Stock”). Of the 68,682,000 shares of the Initial Securities, 40,900,000 shares of Common Stock are being sold by the Company and 27,782,000 shares of Common Stock are being sold by the Selling Stockholder. The Underwriter (i) is purchasing all of the Initial Securities being sold hereunder and (ii) with respect to the grant by the Company and the Selling Stockholder to the Underwriter of the option described in Section 3(b) hereof, has the right to purchase all or any part of 10,302,300 additional shares of Common Stock to cover overallotments, if any. The aforesaid 68,682,000 shares of Initial Securiti
