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Published: 2008-03-26

Stock Purchase Agreement - MGM Grand Inc. and Purchasers



                           STOCK PURCHASE AGREEMENT


      This STOCK PURCHASE AGREEMENT (this "Agreement") is entered into
as April 14, 2000 by and between MGM GRAND, INC., a Delaware corporation
(the "Company"), and the persons whose names appear as signatories on the
signature pages hereto (collectively, the "Purchasers").  The Company and
the Purchasers are referred to collectively herein as the "Parties".

                             PRELIMINARY STATEMENT

      On the terms and conditions set forth in this Agreement, the
Purchasers desire to purchase, and the Company desires to issue and sell to
the Purchasers, the number of shares of common stock of the Company, par
value $0.01 ("Common Stock") equal to the aggregate of the numbers of such
shares listed on the signature pages hereto (the "Shares"), at a purchase
price of $26.50 per Share (the "Per Share Price"), with each Purchaser to
purchase the number of Shares set forth on such Purchaser's signature page
hereto (such number of Shares set forth on such signature page being
referred to herein as such Purchaser's "Allocated Shares").

                                   AGREEMENT

In consideration of the mutual promises, covenants and conditions
hereinafter set forth, the Parties hereto mutually agree as follows:

   Authorization and Sale of the Shares.

      Basic Transaction.  Subject to the terms and conditions hereof,
on a "delivery against payment" basis at the Closing (as defined herein),
the Company will issue and sell to each Purchaser, and each Purchaser will
purchase from the Company, such Purchaser's Allocated Shares for the
aggregate price appearing on such Purchaser's signature page hereto (such
aggregate purchase price being referred to herein as such Purchaser's
"Allocated Purchase Price").  The Allocated Shares of each Purchaser shall
consist of (i) the number of treasury shares of the Company set forth on
such Purchaser's signature page hereto plus (ii) the number of shares of
Common Stock which are not treasury shares set forth on such Purchaser's
signature page hereto.

      Purchase Price. Each Purchaser severally and not jointly agrees
to pay such Purchaser's Allocated Purchase Price to the Company as the
purchase price for such Purchaser's Allocated Shares. Each Purchaser shall
pay or wire transfer its Allocated Purchase Price at the Closing in cash by
wire transfer to such account of the Company as the Company shall have
designated by notice to such Purchaser not less than one business day prior
to the Closing Date (defined below).

   Closing; Delivery.

      Closing.  The closing of the purchase and sale of the Shares
hereunder (the "Closing") shall take place at the offices of  Christensen,
Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP, 2121 Avenue of the

 
Stars, 18th Floor, Los Angeles, California 90067 commencing at 9:00 a.m.
local time on the second business day following the date of this Agreement
or such other date as the Parties may mutually determine (the "Closing
Date").

      Delivery.  Subject to the terms and conditions of this Agreement,
at the Closing (i) the Company shall deliver, or cause to be delivered, to
each Purchaser certificates, registered in such Purchaser's name or the
name of the nominee or nominees, as such Purchaser may request,
representing such Purchaser's Allocated Shares, and (ii) each Purchaser
shall pay such Purchaser's Allocated Purchase Price as provided in Section
1.2 above.

      Representations and Warranties of the Company.  The Company represents
and warrants to each Purchaser as of the date hereof and as of the Closing
Date as follows:

      Organization and Standing; Articles and Bylaws  The Company is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware.  The Company has made available to each
Purchaser or its counsel true, correct and complete copies of the Company's
Certificate of Incorporation and Bylaws, each as amended to date.

      Corporate Power.  The Company has all requisite legal and
corporate power to enter into this Agreement, to sell the Shares hereunder
and to carry out and perform its obligations under the terms of this
Agreement.

      Capitalization.  The authorized capital stock of the Company
consists of 300,000,000 shares of Common Stock, of which 111,842,262 shares
were outstanding as of April 12, 2000 (not including treasury shares) and
27,059,000 treasury shares.  Except for (a) the Shares, and (b) stock
options granted pursuant to the Company's stock option plans or issuance of
shares of Common Stock on the exercise of such options or as otherwise
disclosed in the Public Reports (defined below), since April 12, 2000 the
Company has not issued or committed to issue any shares of Common Stock.

   Authorization.

      All corporate action on the part of the Company, its officers, directors
and stockholders necessary for (i) the issuance and sale of the Shares in
accordance with this Agreement and (ii) the execution, delivery and performance
by the Company of this Agreement have been taken. This Agreement constitutes
valid and binding obligations of the Company enforceable against it in
accordance with its terms, except as limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application
relating to or affecting enforcement of creditor's rights and rules of laws
concerning equitable remedies. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated in this
Agreement and the fulfillment of the terms of this Agreement have been duly
authorized by all necessary corporate action and will not conflict with or
constitute a breach of, default under, or result in the creation or imposition
of any lien, charge or encumbrance upon any property or assets of the Company
pursuant to, any contract, indenture, mortgage, loan agreement, deed, trust,
note, sublease, voting agreement, voting trust or other instrument or agreement
to which 

 
the Company is a party or by which it is bound, or to which any of the property
or assets of the Company is subject, nor will any such action result in any
violation of the provisions of the articles of incorporation or bylaws of the
Company or any applicable statute, law, rule, regulation, ordinance, decision,
directive or order.

      The Shares have been duly authorized, and when issued in compliance with
the provisions of this Agreement will be validly issued, fully paid and
nonassessable, and will be free of any liens, encumbrances or restrictions on
transfer; provided, however, that the Shares will be subject to restrictions on
transfer under state and/or federal securities laws.

      No stockholder of the Company and no other Person has any right of first
refusal or any preemptive rights in connection with the issuance and sale of any
of the Shares. In this Agreement "Person" means any individual, corporation,
limited liability company, partnership or any other private, public or
government entity.

      Subject to the accuracy of each Purchaser's representations and warranties
in Section 4 of this Agreement, the offer, sale and issuance of the Shares
constitute transactions exempt from the registration requirements of Section 5
of the Securities Act and from the registration or qualification requirements of
any applicable state or jurisdiction (other than notice filings required under
applicable law).

      To the Company's knowledge, no event has occurred which constitutes or may
reasonably be expected to cause a material adverse effect on the Company's or
Mirage's ability to consummate the Company's acquisition of Mirage in accordance
with the terms of the Agreement and Plan of Merger, dated March 6, 2000, among
Mirage, MGMGMR Acquisition, Inc. and the Company.

      Filings with the SEC. The Company has made all filings with the
Securities and Exchange Commission (the "SEC") that it has been required to
make under the Securities Act of 1933, as amended (the "Securities Act")
and the Securities Exchange Act of 1934, as amended (the "Exchange
Act")(collectively the "Public Reports"), since January 1, 1999.  Each of
the Public Reports, as of its respective date, has complied with the
Securities Act and the  Exchange Act in all material respects. None of the
Public Reports, as of their respective dates, contained any untrue
statement of a material fact or omitted to state a material fact necessary
in order to make the statements made therein, in light of the circumstances
under which they were made, not misleading.

      Financial Statements.  The financial statements included in or
incorporated by reference into the Public Reports (including the related
notes and schedules) (the "Financial Statements") have been prepared in
accordance with United States generally accepted accounting principles
("GAAP") applied on a consistent basis throughout the periods covered
thereby, except as may be indicated therein or in the notes thereto and
except with respect to unaudited statements as permitted by Form 10-Q of
the SEC, and fairly present in all material respects the financial
condition of the Company and its Subsidiaries as of the indicated dates and
the results of operations of the Company and its Subsidiaries for the
indicated periods; provided , however, that the interim statements are

 
subject to normal year-end adjustments.  As used herein "Subsidiary" means
any corporation or other entity  with respect to which a specified Person
(or a Subsidiary thereof) owns a majority of the common stock or other
appropriate equity interest, or has the power to vote or direct the voting
of sufficient securities to elect a majority of the directors, managers or
members (as appropriate) of its board of directors or other governing body.

      Events Subsequent to December 31, 1999. Since December 31, 1999,
no event has occurred which has caused or constitutes a Material Adverse
Effect (defined below) on the Company except as publicly disclosed by the
Company.  As used herein "Material Adverse Effect" means a material adverse
effect on the business, assets, liabilities, financial condition or results
of operations of the Company and its Subsidiaries taken as a whole, or a
material adverse effect on the ability of the Company to perform its
obligations under this Agreement; provided, however, that none of the
following, individually or in the aggregate, will be deemed to have a
Material Adverse Effect on the Company: (x) fluctuations in the market
price of the Common Stock, (y) any change or an effect arising out of
general economic conditions or conditions generally affecting the gaming,
hotel, entertainment and/or  resort industries or (z) the Company 's
agreement to acquire Mirage Resorts, Incorporated ("Mirage") or the
consummation thereof or obligations incurred in furtherance of such
acquisition (including with respect to the financing thereof).

      Undisclosed Liabilities. Except for (i) liabilities disclosed in
the Public Reports, (ii) liabilities which have arisen after December 31,
1999 in the ordinary course of the Company's business, and (iii)
liabilities which may be assumed or incurred in connection with the
Company's acquisition of Mirage, to the Company's knowledge, none of the
Company or any of its Subsidiaries has any liability (whether known or
unknown, whether asserted or unasserted, whether absolute or contingent,
whether accrued or unaccrued, whether liquidated or unliquidated, and
whether due or to become due) which, individually or in the aggregate,
would have a Material Adverse Effect.

      Representations and Warranties by each Purchaser.  Each Purchaser
severally for itself alone, and not jointly, represents and warrants to the
Company as follows as of the date hereof and as of the Closing Date:

4.1   Investment Intent.  The Purchaser's Allocated Shares are being
acquired for the Purchaser's own account, for investment and not with a
view to, or for resale in connection with, any distribution or public
offering in violation of the Securities Act.

4.2   Unregistered Securities.  The Purchaser understands that the
Shares have not been registered under the Securities Act or the securities
laws of any state, and that, except as contemplated by Section 7 hereof,
(i) the Company has no present intention of registering the Shares, (ii)
the Shares must be held by the Purchaser indefinitely, and (iii) the
Purchaser must therefore bear the economic risk of such investment
indefinitely, unless a subsequent disposition thereof is registered under
the Securities Act or is exempt from registration. Except as provided in
Section 7 of this Agreement, the Company has not agreed to register any of
the Shares.  The Purchaser is domiciled in the jurisdiction and at the
address set forth on the Purchaser's signature page hereto.

 
4.3   Access to Information.  During the negotiation of the transactions 
contemplated herein, the Purchaser and its representatives and legal counsel (i)
have been afforded full and free access to corporate books, financial
statements, records, contracts, documents, and other information concerning the
Company and to its offices and facilities, (ii) have been afforded an
opportunity to ask such questions of the Company's officers, employees, agents,
accountants and representatives concerning the Company's business, operations,
financial conditions, assets, liabilities and other relevant matters as they
have deemed necessary or desirable, and (iii) have been given all such
information as has been requested, in order to evaluate the merits and risks of
the prospective investments contemplated herein.

4.4   Due Diligence Investigation.  The Purchaser and Purchaser's
representatives have been solely responsible for the Purchaser's own "due
diligence" investigation of the Company and its management and business,
for its own analysis of the merits and risks of this investment, and for
Purchaser's own analysis of the fairness and desirability of the terms of
the investment.  In taking any action or performing any role relative to
the arranging of the proposed investment, the Purchaser has acted solely in
Purchaser's own interest, and neither the Purchaser nor any of  Purchaser's
agents or employees) has acted as an agent of the Company.  The Purchaser
has such knowledge and experience in financial and business matters such
that the Purchaser is capable of evaluating the merits and risks of the
purchase of the Purchaser's Allocated Shares pursuant to the terms of this
Agreement and of protecting the Purchaser's interests in connection
therewith.  Each Purchaser acknowledges and understands that provisions
appearing in the Company's certificate of incorporation and in the gaming
laws of various jurisdictions in which the Company or its Subsidiaries
conduct business may require such Purchaser to dispose of its Shares.

4.5   Accredited Investor.  Such Purchaser is an "accredited investor" as
that term is defined in Rule 501 of Regulation D promulgated under the
Securities Act. Such Purchaser is able to bear the economic risk of the
purchase of the Purchaser's Allocated Shares pursuant to the terms of this
Agreement, including a complete loss of the Purchaser's investment.

4.6   Power and Authority.  The Purchaser has the full right, power and
authority to enter into and perform the Purchaser's obligations under this
Agreement, and this Agreement constitutes valid and binding obligations of
the Purchaser enforceable in accordance with its terms except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
of general application relating to or affecting enforcement of creditors'
rights and rules of law concerning equitable remedies.

4.7   Legend.  Purchaser acknowledges that each certificate representing the
Shares will be endorsed with substantially the following legends:

      THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES
      LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN
      EFFECTIVE REGISTRATION STATEMENT AS TO THE APPLICABLE SECURITIES UNDER THE
      ACT AND ANY STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
      REGISTRATION.

Any other legends required by applicable state or federal securities laws

 
or any applicable state laws (including applicable state gaming laws)
regulating the Company's business.

   Conditions to Closing.

      Conditions to Obligations of each Purchaser. The obligation of each
Purchaser to purchase such Purchaser's Allocated Shares at the Closing is
subject to: (x) the representations and warranties made by the Company in
Section 3 hereof being true and correct when made, and being true and correct on
the Closing Date with the same force and effect as if they had been made on and
as of said date; and the Company having performed all obligations and conditions
required by this Agreement to be performed or observed by it with respect to
such Purchaser on or prior to the Closing Date (including tender by the Company
to such Purchaser of such Purchaser's Allocated Shares for the Allocated
Purchase Price in accordance with the terms of this Agreement), (y) such
Purchaser's Allocated Shares shall have been listed on the New York Stock
Exchange subject to notice of issuance, and (z) such Purchaser shall have
received a legal opinion of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP, a counsel to the Company, substantially in the form of Exhibit A
hereto.

      Conditions to Obligations of the Company.  The Company's
obligation to issue and sell any Shares at the Closing is subject to: (x)
the representations and warranties made by each Purchaser in Section 4
being true and correct when made and being true and correct on the Closing
Date with the same force and effect as if they had been made on and as of
said date; and all Purchasers having performed all obligations and
conditions required by this Agreement to be performed or observed by each
of them on or prior to the Closing Date (including receipt by the Company
from each Purchaser of their respective Allocated Purchase Price as payment
for each such Purchaser's respective Allocated Shares on the Closing Date
in accordance with the terms of this Agreement), (y) the Shares shall have
been listed on the New York Stock Exchange subject to notice of issuance,
and (z) the Company shall have received a fairness opinion reasonably
acceptable to the Company addressed to the Company to the effect that the
Price Per Share is fair from a financial point of view to the Company and
its stockholders other than the Purchasers.

      Certain Corporate Transactions.  Nothing in this Agreement shall
in any way prohibit the Company from merging with or consolidating into
another corporation, or from selling or transferring all or substantially
all of its assets, or from distributing all or substantially all of its
assets to its shareholders in liquidation, or from dissolving and
terminating its corporate existence.

      Removal of Legend and Transfer Restrictions.  Any legend relating to
the Securities Act or any state securities laws endorsed on a stock
certificate representing any Shares issued pursuant to this Agreement, and
the stop transfer instructions with respect to such Shares shall be removed
and the Company shall issue a certificate without such legend to a
Purchaser if (i) the offer and sale of such Shares are registered under the
Securities Act, a prospectus meeting the requirements of the Securities Act
is available with respect to such securities, and the Purchaser agrees to
deliver such prospectus to the extent required by law, or (ii) such legend
may be properly removed under the terms of Rule 144 promulgated under the
Securities Act ("Rule 144") and applicable state securities laws and the

 
Purchaser provides the Company with either (at Purchaser's option) an
opinion of Purchaser's counsel or certificates, reasonably satisfactory to
legal counsel for the Company, to the effect that the Purchaser has
complied with the provisions of Rule 144. The Company shall not be required
to issue or transfer any certificate or certificates for Shares until all
then applicable requirements of law and the national securities exchange or
exchanges on which the Company's securities are then listed have been met.
The Company will act promptly and in good faith to make all reasonable
efforts to meet all applicable requirements for such issuance or transfer.

   Registration Rights.

      Registration of Shares.  The Company will (i) prepare and file as soon 
as practicable but in all events within Thirty (30) days after the Closing Date
a Form S-3 (or, if such form is not available to the Company, a Form S-1) with
the SEC to register sales of the Shares by the Purchasers under the Securities
Act, (ii) use its reasonable best efforts to cause such Form S-3 (or such other
form, if appropriate) to become effective as soon as practicable after such
filing, but in all events with 120 days following the Closing Date, and (iii)
use its reasonable best efforts to cause such registration statement to remain
effective at all times thereafter until the second anniversary of the Closing
Date or such shorter period as will terminate when all of the Shares have been
disposed of by the Purchasers (but in any event not before the expiration of any
longer period required under the Securities Act) and (iv) prepare and file with
the SEC such amendments and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to keep such
registration statement effective for the period specified in this sentence
above; provided that, before filing a registration statement or prospectus or
any amendments or supplements thereto, the Company will furnish to the counsel
to each Purchaser copies of all such documents proposed to be filed, which
documents will be subject to review of such counsel.

      Registration Procedures.  With respect to any registration of
Shares under this Section 7 the Company will:

(a)   furnish to each Purchaser participating in such registration such
number of copies of such registration statement, each amendment and
supplement thereto, the prospectus included in such registration statement
(including each preliminary prospectus) and such other documents as such
Purchaser may reasonably request in order to facilitate the disposition of
the Allocated Shares owned by the Purchaser;

(b)   use its best efforts to register or qualify all Shares included in
such registration under such other securities or blue sky laws of such
jurisdictions as any selling Purchaser reasonably requests and do any and
all other acts and things which may be reasonably necessary or advisable to
enable such Purchaser to consummate the disposition in such jurisdictions
of such Allocated Shares to be sold by such Purchaser  (provided that the
Company will not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for
this subparagraph, (ii) subject itself to taxation in any such jurisdiction
or (iii) consent to general service of process in any such jurisdiction);

(c)   notify each Purchaser selling Shares in such offering, at any time

 
when a prospectus relating thereto is required to be delivered under the
Securities Act, upon discovery that, or upon the discovery of the happening
of any event as a result of which, the prospectus included in such
registration statement contains an untrue statement of a material fact or
omits any fact necessary to make the statements therein not misleading in
the light of the circumstances under which they were made, and the Company
will promptly prepare and file with the SEC and, at the request of any such
Purchaser, furnish to such seller a reasonable number of copies of, a
supplement or amendment to such prospectus so that, as thereafter delivered
to the purchasers of such Shares, such prospectus will not contain an
untrue statement of a material fact or omit to state any fact necessary to
make the statements therein not misleading in the light of the
circumstances under which they were made;

(d)   cause all Shares to be sold in such offering to be listed on each
securities exchange on which similar securities issued by the Company are
then listed;

(e)   provide a transfer agent and registrar for all Shares to be included
in such offering not later than the effective date of the registration
statement for such offering;

(f)   otherwise use its best efforts to comply with all applicable rules and
regulations of the SEC, and make available to its security holders, as soon
as reasonably practicable, an earning statement covering the period of at
least twelve months beginning with the first day of the first full calendar
quarter of the Company after the effective date of the registration
statement, which earnings statement shall satisfy the provisions of section
11(a) of the Securities Act and Rule 158 thereunder; and

(g)   in the event of the issuance of any stop order suspending the
effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the
qualification of any securities included in such registration statement for
sale in any jurisdiction, the Company will use all commercially reasonable
efforts promptly to obtain the withdrawal of such order;

      Registration Expenses.  (a) Except as expressly provided in this
Section 7, the Company shall pay all Registration Expenses relating to any
registration of Shares hereunder.  "Registration Expenses" shall mean any
and all fees and expenses incident to the Company's performance of or
compliance with this Section 7, including (i) SEC, stock exchange or
National Association of Securities Dealers, Inc. registration and filing
fees and all listing fees with respect to the inclusion of securities on
the New York Stock Exchange, (ii) fees and expenses of compliance with
state securities or "blue sky" laws and in connection with the preparation
of a "blue sky" survey, including reasonable fees and expenses of blue sky
counsel, (iii) printing expenses, (iv) messenger and delivery expenses, (v)
fees and disbursements of counsel for the Company, and (vi) fees and
disbursements of all independent public accountants and fees and expenses
of other Persons, including special experts, retained by the Company.

      (b)  Notwithstanding the foregoing , (i) the provisions of this
Section  7.3 shall be deemed amended to the extent necessary to cause these
expense provisions to comply with "blue sky" laws of each state in which
the offering is made and (ii) in connection with any registration

 
hereunder, each Purchaser shall pay all underwriting discounts and
commissions and transfer taxes, if any, attributable to the Shares included
in the offering by the Purchaser and all fees and expenses of such
Purchaser's counsel.

      Indemnification.  (a) The Company agrees to indemnify and hold
harmless, to the extent permitted by law, each Purchaser, its officers,
directors, employees and agents and each Person who controls such Purchaser
(within the meaning of the Securities Act) against any losses, claims,
damages or liabilities, joint or several, to which such Purchaser or any
such director, officer, employee, agent or controlling Person may become
subject under the Securities Act or otherwise, insofar as such losses,
claims damages or liabilities (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon (i) any
untrue or alleged untrue statement of a material fact contained (A) in any
registration statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto used in connection with this
Section 7 or (B) in any application or other document or communication (in
this Section 7.4 collectively called an "application") executed by or on
behalf of the Company or based upon written information furnished by or on
behalf of the Company filed in any jurisdiction in order to qualify any
securities covered by such registration statement under the "blue sky" or
securities laws thereof, (ii) any omission or alleged omission of a
material fact required to be stated therein or necessary to made the
statements therein not misleading or (iii) any violation by the Company of
the Securities Act or any state securities law, or any rule or regulation
promulgated under the Securities Act or any state securities law, or any
other law applicable to the Company relating to any such registration or
qualification, and the Company will reimburse the Purchaser and each such
director, officer and controlling Person for any legal or any other
expenses incurred by them in connection with investigating or defending any
such loss, claim liability, action or proceeding; provided that the Company
shall not be liable in any such case to the extent that any such loss,
claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of or is based upon an untrue statement, any such
prospectus or preliminary prospectus or any amendment or supplement
thereto, or in any application, in reliance upon and in conformity with
written information prepared and furnished to the Company by any Purchaser
expressly for use therein or by any Purchaser's failure to deliver a copy
of the prospectus or any amendments or supplements thereto after the
Company has furnished any Purchaser with a sufficient number of copies of
the same.

(b)   In connection with any registration statement in which any Purchaser
is participating, such Purchaser will furnish to the Company in writing
such information and documents concerning such Purchaser as the Company
reasonably requests for use in connection with any such registration
statement or prospectus and, to the extent permitted by law, will indemnify
and hold harmless the Company and it directors and officers and each other
Person who controls or is controlled by the Company and the directors and
officers of each such Person controlling or controlled by the Company and
the directors and officers of each such controlling or controlled Person
(within the meaning of the Securities Act) against any losses, claims,

 
damages, liabilities, joint or several, to which the Company or any such
director or officer or controlling or controlled Person may become subject
under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon (i) any
untrue or alleged untrue statement of a material fact contained in the
registration statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto or in any application or (ii) any
omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, but
only to the extent that such untrue statement or omission or alleged
omission is made in such registration statement, any such prospectus or
preliminary prospectus or any amendment or supplement thereto, or in any
application, in reliance upon and in conformity with written information
concerning such Purchaser prepared and furnished to the Company by or on
behalf of such Purchaser in writing expressly for use therein, and each
Purchaser will reimburse the Company and each such director, officer and
controlling or controlled Person for any legal or any other expenses
incurred by them in connection with investigating or defending any such
loss, claim, liability, action or proceeding; provided that the obligation
to indemnity will be individual to each Purchaser and will be limited to
the net amount of proceeds received by such Purchaser from the sale of
Shares by such Purchaser pursuant to such registration statement.

(c)   Any Person entitled to indemnification hereunder will (i) give prompt
written notice to the Company of any claim with respect to which it seeks
indemnification and (ii) unless in such indemnified party's reasonable
judgment a conflict of interest between such indemnified parties and the
Company may exist with respect to such claim, permit the Company to assume
the defense of such claim with counsel reasonably satisfactory to the
indemnified party; provided , however, that the failure of any indemnified
party to give notice as provided herein shall not relieve the indemnifying
party of its obligations hereunder unless the failure to give such notice
is materially prejudicial to an indemnifying party's ability to defend such
action.  If such defense is assumed, the indemnified party will not be
subject to any liability for any settlement made by the Company without its
consent (but such consent will not be unreasonably withheld).  Anything to
the contrary appearing in this Agreement notwithstanding, the Company will
not be obligated to pay the fees and expenses of more than one counsel for
all parties indemnified hereunder with respect to such claim, unless in the
reasonable judgment of any indemnified party a conflict of interest may
exist between such indemnified party and any other of such indemnified
parties with respect to such claim.  If the Company assumes the defense,
the indemnified party may engage its own counsel at its own sole cost and
expense.  All fees and expenses of counsel to any indemnified party
required to be paid by the Company shall be paid by the Company as incurred
by such indemnified party.

(d)   The indemnification provided for under this Agreement will remain in
full force and effect regardless of any investigation made by or on behalf
of the indemnified party or any officer, director, employee, agent or
controlling or controlled Person of such indemnified party and will survive
the transfer of Shares by any Purchaser.  If the indemnification provided
for herein is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities referred to therein,
then the Company, in lieu of indemnifying such indemnified party
thereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect the relative

 
fault of the Company, on the one hand, and the indemnified party or
parties, on the other hand, in connection with the statements or omissions
that resulted in such losses, claims, damages or liabilities, as well as
any other relevant equitable considerations; provided, however, that  in no
event shall any contribution by any Purchaser or any director, officer,
employee, agent or controlling or controlled Person thereof exceed the
amount of the net proceeds received by such Purchaser from the sale of
Shares pursuant to such registration statement.

      Current Public Information.  At all times prior to the earlier of
the second anniversary of the Closing Date and the date on which each
Purchaser has disposed of all of such Purchaser's Allocated Shares, the
Company will file all reports required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations adopted
by the commission thereunder to the extent required to enable the Purchaser
to sell Shares pursuant to Rule 144.

   Miscellaneous.

      Waivers and Amendments.  Neither this Agreement nor any provision
hereof may be amended, changed, waived, discharged or terminated orally,
but only by a statement in writing signed by the party against which
enforcement of the amendment, change, waiver, discharge or termination is
sought, except to the extent provided in this Section 8.1.

      Governing Law.  This Agreement shall be governed in all respects
by the laws of the State of Delaware, without regard to conflicts of laws
principles.

      Survival.  The representations and warranties made herein shall
survive until the first anniversary of the Closing Date.

      Reasonable Best Efforts.  Each of the Parties will use its
reasonable best efforts to take all action and to do all things necessary
in order to consummate and make effective the transactions contemplated by
this Agreement (including satisfaction, but not waiver, of the closing
conditions set forth herein).  Without limitation to the foregoing
sentence, each of the Parties will give any notices to, make any filings
with, and use its reasonable best efforts to obtain any authorizations,
consents, and approvals of governments and governmental agencies required
to consummate the transactions contemplated hereby.

      Attorneys' Fees.  Should any Party or any Person bound by the
provisions of this Agreement institute any legal action against any other
Person(s) and/or party to enforce the provisions hereof (including any
claim for breaches of representations and warranties), the prevailing party
in such action shall be entitled to receive from the losing party, in
addition to any other relief to which the prevailing party may be entitled,
such amount as the court may adjudge to be reasonable attorneys' fees and
court costs.

      Successors and Assigns.  Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.  No Purchaser may assign this Agreement without the prior
written consent of the Company, which consent may be granted or denied by

 
the Company in its sole and complete discretion.

      Entire Agreement.  This Agreement, including the Exhibits hereto,
embodies the entire agreement and understanding between the parties hereto
with respect to the matters dealt with herein and supersedes all prior
written or oral agreements and understandings with respect to such matters.
Each Party has cooperated in the drafting and preparation of this
Agreement.  Hence, in any construction to be made of this Agreement, the
same shall not be construed against any Party on the basis that the Party
was the drafter. Subject to the first sentence of Section 8.16, this
Agreement is the result of arms' length negotiation among all of the
Parties.

      Notices, etc. All notices and other communications provided for
hereunder shall be in writing and shall be sent by first class mail,
telex, telecopy or hand delivery:

If to the Company, to:

MGM Grand, Inc.
3799 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attn: James J. Murren, President and Chief Financial Officer
Telecopier: (702) 891-1114


With a copy to:

Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLP
2121 Avenue of the Stars, 18th Floor
Los Angeles, CA 90067
Attention:  Gary N. Jacobs, Esq.
Telecopier: (310) 556-2920

If to a Purchaser, to the address set forth on such Purchaser's signature
page hereto.  As to any Party, notices shall be sent to such Party at such
address other than that specified herein as such Party shall specify from
time to time by notice to each other Party.

      All such notices and communications shall be deemed to have been given or
made (a) when delivered by hand, (b) five business days after being deposited in
the mail, postage prepaid, (c) when telexed, answer-back received or (d) when
telecopied, receipt acknowledged.

      Severability. In the event that anyone or more of the provisions,
paragraphs, words, clauses, phrases or sentences contained herein, or the
application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision, paragraph, word, clause, phrase or
sentences hereof shall not be in any way impaired, it being intended that all
rights, powers and privileges of he parties hereto shall be enforceable to the
fullest extent of the law.

   Finder's Fees.

      The Company (i) represents and warrants that it has retained 

 
no finder or broker in connection with the transactions contemplated by this
Agreement; and (ii) hereby agrees to indemnify and to hold the Purchaser
harmless of and from any liability for any commission or compensation in the
nature of a finder's fee to any broker or other Person or firm (and the costs
and expenses of defending against such liability or asserted liability) for
which the Company, or any of its employees or representatives, are responsible.

      Purchaser (i) represents and warrants that it has retained no finder or
broker in connection with the transactions contemplated by this Agreement and
(ii) hereby agrees to indemnify and to hold the Company harmless of and from any
liability for any commission or compensation in the nature of a finder's fee to
any broker or other Person or firm (and the costs and expenses of defending
against such liability or asserted liability) for which it, or any of its
employees or representatives, are responsible.

      Expenses. Each Party shall bear its expenses and legal fees incurred with
respect to this Agreement and the transactions contemplated hereby.

      Descriptive Headings; Meaning of "Including". The headings in this
Agreement are for convenience of reference only and shall not limit or otherwise
affect the meanings of terms contained herein. As used herein. "including" shall
be construed to mean "including, without limitation" unless expressly stated to
the contrary.

      Counterparts. This Agreement and any amendments, waivers, consents or
supplements hereto or hereunder may be executed any number of counterparts, each
of which shall be an original, but all of which together shall constitute one
and the same instrument.

      Delays or Omissions. No delay or omission to exercise any right, power or
remedy accruing to any Purchaser, upon any breach or default of the Company
under this Agreement, shall impair any such right, power or remedy, nor shall it
be construed to be a waiver of any such breach or default, or any acquiescence
therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any other
breach or default theretofore or thereafter occurring. All remedies, either
under this Agreement, or by law or otherwise afforded to a Purchaser, shall be
cumulative and not alternative.

      Termination Any Party may terminate this Agreement as to such Party on
written notice to the other Parties if the Closing does not occur by May 1,
2000. No termination of this Agreement shall relieve a breaching Party from
liability to any non-breaching Party.

      Non-Involvement of Tracinda. The Parties acknowledge and agree that
neither Kirk Kerkorian or Tracinda Corporation has participated in negotiating
this Agreement or setting the Per Share Price under this Agreement, and that the
Per Share Price has been determined solely through negotiations among the
Company and Purchasers other than Tracinda Corporation and Kirk Kerkorian. The
Parties hereby further agree that in the event (i) there is any alleged breach
or default by any Party under this Agreement or any other agreement provided for
herein, or (ii) any 

 
Party has any claim arising from or relating to this Agreement or any such
agreement, no Party, nor any Party claiming through such Party, shall commence
any proceedings or otherwise seek to impose any liability whatsoever against
Kirk Kerkorian or Tracinda Corporation by reason of such alleged breach, default
or claim; provided, however, that notwithstanding the foregoing, this sentence
shall not limit any claim, right or remedy of the Company against Tracinda
Corporation with respect to any breach or default by Tracinda Corporation under
this Agreement.

      Third Parties. This Agreement is made for the purpose of defining and
setting forth certain obligations, rights and duties of the Parties and their
respective successors and permitted assigns. No Person other than the Parties
shall have any rights of any nature hereunder or by reason hereof.


IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day
and year first above written.

"COMPANY"

MGM GRAND, INC


By:  /s/ James J. Murren
Its:  President and Chief Financial Officer

 
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
year first above written.


                         "COMPANY"

                         MGM GRAND, INC


                         By:  /s/  James J. Murren
                            ----------------------
                         Its:  President & CFO
                             -----------------

 
                         "PURCHASER"

                         TRACINDA CORPORATION

                         By:  /s/  Anthony Mandekic
                            ----------------------------
                              Name:  Anthony Mandekic
                              Title: Secretary/Treasurer
 

Address and Domicile:
-------------------- 
150 South Rodeo Drive, Suite. 250
Beverly Hills, CA 90212
Attention:  Richard E. Sobelle, Esq.

Allocated Shares:  23,000,000
                 ---------------------
 
Treasury Shares:   23,000,000
                 ---------------------
 
Non-Treasury Shares:   0
                    ------------------
 
Allocated Purchase Price: $609,500,000
                          ------------

 
                         "PURCHASER"

                         ZEKE LP

                         By:  /s/  Edward N. Antoian
                            ------------------------
                              Name:  Ed Antoian
                              Title: G.P.
 

Address and Domicile:
-------------------- 
1235 Westlakes Drive, Suite 330
Berwyn, Pennsylvania 19312
Attention:  Chartwell Investment Partners
 
Allocated Shares:  400,000
                 --------------------
 
Treasury Shares:   0
                ---------------------
 
Non-Treasury Shares:  400,000
                    -----------------
 
Allocated Purchase Price: $10,600,000
                          -----------

 
                         "PURCHASER"

                         ALLIANCE CAPITAL MANAGEMENT L.P.
                         as investment manager for the client accounts
                         listed in Exhibit 1 hereto
                         By:  Alliance Capital Management Corporation,
                                General Partner

                         By:  /s/  Mark R. Manley
                            ----------------------------
                              Name:  Mark R. Manley
                              Title: Assistant Secretary
 

Address and Domicile:
-------------------- 
1349 Avenue of the Americas
New York, New York 10105
Attention:  Mark R. Manley, Senior Vice President


Allocated Shares:  4,000,000
                 -----------------------
 
Treasury Shares:   0
                ------------------------
 
Non-Treasury Shares:  4,000,000
                    --------------------
 
Allocated Purchase Price: $106,000,000
                          --------------

 
                                   EXHIBIT 1
                                   ---------


Alliance Accounts Domicile Account # Share Amt Separate Account No 144 Elas Retirement USA 144 155,000 The Alliance Growth Fund USA 652 1,510,000 SB/Travellers Vintage - Alliance Growth USA 929 250,000 VIP Growth Fund USA 940 85,000 Ford Master Trust USA 22-0420000-0 309,013 EQ Alliance Balanced Portfolio Research USA 22-0465600-1 110,730 EQ Alliance Cons Investors Portfolio Research USA 22-0510100-1 18,026 EQ Alliance Growth Investors Portfolio Research USA 22-0510200-1 163,519 New York State Common Retirement Fund USA 22-0713000-0 598,712 Alliance Fund USA 2202555000 170000 Separate Account 4 (pooled) USA 4 400000 Pacific Select USA 2207361001 60000 The GCG Trust Growth & Income Series USA 2204391021 80000 EQAT Alliance Growth Investor (Com) USA 618B 60000 EQAT Alliance Conservative (Equities) USA 619C 5000 EQAT Alliance Balanced (Midcap) USA 624M 25000 --------- 4,000,000
"PURCHASER" CAPITAL RESEARCH AND MANAGEMENT COMPANY, on behalf of The New Economy Fund By: /s/ Michael Downer -------------------------- Name: Michael J. Downer Title: Secretary Address and Domicile: -------------------- The New Economy Fund c/o Capital Research and Management Company 333 Hope Street, 55/th/ Floor Los Angeles, CA 90071 Attention: Michael J. Downer Allocated Shares: 2,788,500 ----------------------- Treasury Shares: 0 ------------------------ Non-Treasury Shares: 2,788,500 -------------------- Allocated Purchase Price: $73,895,250 -------------- "PURCHASER" CAPITAL RESEARCH AND MANAGEMENT COMPANY, on behalf of The Growth Fund of America, Inc. By: /s/ Michael Downer -------------------------- Name: Michael J. Downer Title: Secretary Address and Domicile: -------------------- The Growth Fund of America, Inc. c/o Capital Research and Management Company 333 Hope Street, 55/th/ Floor Los Angeles, CA 90071 Attention: Michael J. Downer Allocated Shares: 4,058,500 ----------------------- Treasury Shares: 0 ------------------------ Non-Treasury Shares: 4,058,500 -------------------- Allocated Purchase Price: $107,550,250 -------------- "PURCHASER" CAPITAL RESEARCH AND MANAGEMENT COMPANY, on behalf of New Perspective Fund By: /s/ Michael Downer -------------------------- Name: Michael J. Downer Title: Secretary Address and Domicile: -------------------- New Perspective Fund c/o Capital Research and Management Company 333 Hope Street, 55/th/ Floor Los Angeles, CA 90071 Attention: Michael J. Downer Allocated Shares: 3,153,000 ----------------------- Treasury Shares: 0 ------------------------ Non-Treasury Shares: 3,153,000 -------------------- Allocated Purchase Price: $83,554,500 -------------- "PURCHASER" MFS SERIES TRUST V, on behalf of MFS Total Return Fund By: /s/ James R. Bordewick, Jr. -------------------------------------- Name: James R. Bordewick, Jr. Title: Assistant Secretary, and not individually Address and Domicile: -------------------- 500 Boylston St. Boston, MA 02116 Domicile: MA Attention: James F. Des Marais Allocated Shares: 400,000 ----------------------- Treasury Shares: 0 ------------------------ Non-Treasury Shares: 400,000 -------------------- Allocated Purchase Price: $10,600,000 -------------- "PURCHASER" CENTURION PARTNERS, LP By: /s/ John C. Grizzetti -------------------------- Name: John C. Grizzetti Title: CFO Address and Domicile: -------------------- 152 W. 57th Street, 38/th/ Floor New York, NY 10019 Attention: John C. Grizzetti Allocated Shares: 558,500 ----------------------- Treasury Shares: 0 ------------------------ Non-Treasury Shares: 558,500 -------------------- Allocated Purchase Price: $14,800,250 -------------- "PURCHASER" CENTURION LONG TERM STRATEGIES By: /s/ John C. Grizzetti -------------------------- Name: John C. Grizzetti Title: CFO Address and Domicile: -------------------- 152 W. 57th Street, 38/th/ Floor New York, NY 10019 Attention: John C. Grizzetti Allocated Shares: 377,400 ----------------------- Treasury Shares: 0 ------------------------ Non-Treasury Shares: 377,400 -------------------- Allocated Purchase Price: $10,001,100 -------------- "PURCHASER" CENTURION OVERSEAS FUND, LTD By: /s/ John C. Grizzetti -------------------------------- Name: John C. Grizzetti Title: CFO of Primary Advisor Address and Domicile: -------------------- c/o Centurion Advisors, LP 152 W. 57th Street, 38/th/ Floor New York, NY 10019 Attention: John Grizzetti Allocated Shares: 1,064,100 ----------------------- Treasury Shares: 0 ------------------------ Non-Treasury Shares: 1,064,100 -------------------- Allocated Purchase Price: $28,198,650 -------------- "PURCHASER" LEGG MASON VALUE TRUST, INC., by Legg Mason Fund Adviser, Inc., adviser with discretion for the Trust, By: /s/ Jennifer W. Murphy ------------------------------- Name: Jennifer W. Murphy Title: Senior Vice President Address and Domicile: -------------------- Legg Mason Value Trust, Inc. C/O Legg Mason Fund Adviser, Inc. 100 Light Street, 22/nd/ floor Baltimore, MD 21202 Attention: Jennifer W. Murphy, Senior Vice President Allocated Shares: 3,000,000 ----------------------- Treasury Shares: 0 ------------------------ Non-Treasury Shares: 3,000,000 -------------------- Allocated Purchase Price: $79,500,000 -------------- "PURCHASER" HUSIC CAPITAL MANAGEMENT By: /s/ Frank J. Husic --------------------------- Name: Frank J. Husic Title: Managing Director Address and Domicile: -------------------- 555 California Street San Francisco, California 92130 Attention: Frank J. Husic Allocated Shares: 300,000 ----------------------- Treasury Shares: 0 ------------------------ Non-Treasury Shares: 300,000 -------------------- Allocated Purchase Price: $7,950,000 --------------
"PURCHASER" Domicile: MARYLAND Allocated Shares: 1,300,773 Allocated Purchase Price: $34,470,484.50 T. ROWE PRICE GROWTH STOCK FUND, INC. Domicile: CALIFORNIA Allocated Shares: 62,000 ENDEAVOR SERIES TRUST - T. ROWE PRICE Allocated Purchase Price: $1,643,000.00 GROWTH STOCK PORTFOLIO Domicile: MICHIGAN JACKSON NATIONAL JNL SERIES TRUST - Allocated Shares: 85,000 T. ROWE PRICE / JNL ESTABLISHED Allocated Purchase Price: $2,252,500.00 GROWTH SERIES Domicile: CONNECTICUT Allocated Shares: 156,000 AETNA PORTFOLIO PARTNERS, INC. - Allocated Purchase Price: $4,134,000.00 T. ROWE GROWTH EQUITY PORTFOLIO Domicile: MARYLAND Allocated Shares: 796,189 T. ROWE PRICE BLUE CHIP GROWTH Allocated Purchase Price: $21,099,008.50 FUND, INC. Domicile: MINNESOTA Allocated Shares: 34,000 FORTIS SERIES FUND, INC. - BLUE Allocated Purchase Price: $901,000.00 CHIP STOCK SERIES Domicile: MARYLAND Allocated Shares: 73,572 T. ROWE PRICE DIVIDEND GROWTH Allocated Purchase Price: $1,949,658.00 FUND, INC. Domicile: FLORIDA Allocated Shares: 850 IDEX MUTUAL FUNDS - IDEX - T. ROWE Allocated Purchase Price: $22,525.00 PRICE DIVIDEND GROWTH Domicile: FLORIDA Allocated Shares: 1050 WRL SERIES FUND, INC. - WRL Allocated Purchase Price: $27,825.00 T. ROWE PRICE DIVIDEND GROWTH Domicile: MARYLAND Allocated Shares: 490,566 T. ROWE PRICE GROWTH AND INCOME Allocated Purchase Price: $12,999,999.00 FUND, INC. Address: 100 East Pratt Street By: T. Rowe Price Associates, Inc., Advisor Baltimore, MD 21202 Attn: Robert Smith By: /s/ Robert Smith --------------------------------------- Robert Smith Vice President
"PURCHASER" BRICOLEUR CAPITAL MANAGEMENT, LLC By: /s/ Daniel P. Wimsatt ------------------------------- Name: Daniel P. Wimsatt Title: Sr. Managing Director Address and Domicile: -------------------- 8910 University Center Lane, Suite 570 San Diego, California 92122 Attention: Daniel P. Wimsatt Allocated Shares: 200,000 ----------------------- Treasury Shares: 0 ------------------------ Non-Treasury Shares: 200,000 -------------------- Allocated Purchase Price: $5,300,000 -------------- "PURCHASER" LEGION STRATEGIES, LTD. By: /s/ Paul Flather --------------------------- Name: Paul Flather Title: President Hermes Advisors Address and Domicile: -------------------- 12636 High Bluff Drive, Suite 350 San Diego, California 92130 Attention: Hermes Advisors Allocated Shares: 24,000 ----------------------- Treasury Shares: 0 ------------------------ Non-Treasury Shares: 24,000 -------------------- Allocated Purchase Price: $636,000 -------------- "PURCHASER" ALTERNATIVE INVESTMENTS, LP By: /s/ Paul Flather --------------------------- Name: Paul Flather Title: President Hermes Advisors Address and Domicile: -------------------- 12636 High Bluff Drive, Suite 350 San Diego, California 92130 Attention: Hermes Advisors Allocated Shares: 4,000 ----------------------- Treasury Shares: 0 ------------------------ Non-Treasury Shares: 4,000 -------------------- Allocated Purchase Price: $106,000 -------------- "PURCHASER" ULTRA HERMES FUND, LTD. By: /s/ Paul Flather ---------------------------- Name: President Hermes Advisors Address and Domicile: -------------------- 12636 High Bluff Drive, Suite 350 San Diego, California 92130 Attention: Hermes Advisors Allocated Shares: 92,000 ----------------------- Treasury Shares: 0 ------------------------ Non-Treasury Shares: 92,000 -------------------- Allocated Purchase Price: $2,438,000 -------------- "PURCHASER" HERMES PARTNERS, L.P. By: /s/ Paul Flather -------------------------- Name: Paul Flather Title: President Hermes Advisors General Partner Address and Domicile: -------------------- 12636 High Bluff Drive, Suite 350 San Diego, California 92130 Attention: Hermes Advisors Allocated Shares: 80,000 ----------------------- Treasury Shares: 0 ------------------------ Non-Treasury Shares: 80,000 -------------------- Allocated Purchase Price: $2,120,000 --------------