FIRST AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT (this "Amendment"), dated as of March 6, 2000, to the
Rights Agreement, dated as of the date hereof (the "Rights Agreement"), by and
between Mirage Resort, Incorporated, a Nevada corporation (the "Company"), and
American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent").
R E C I T A L S
A. The Company has entered into an Agreement and Plan of Merger,
dated as of the date hereof (as it may be amended or supplemented from time to
time, the "Merger Agreement") among the Company, MGM Grand, Inc., a Delaware
corporation ("Parent"), and a wholly-owned subsidiary of Parent ("Merger Sub"),
with respect to a merger of the Company and Merger Sub (the "Merger").
B. The Company and the Rights Agent have executed and entered into
the Rights Agreement.
C. Pursuant to Section 27 of the Rights Agreement, the Company may
from time to time supplement or amend the Rights Agreement in accordance with
the provisions of Section 27 thereof.
D. The Merger Agreement contemplates that the Company will amend the
Rights Agreement to the extent necessary to provide that the approval, execution
and delivery of the Merger Agreement and the consummation of the transactions
contemplated thereby will not (i) cause Parent or any of its subsidiaries to
become an Acquiring Person or (ii) cause the occurrence of a Distribution Date.
E. The Board of Directors has determined that it is in the best
interest of the Company and its shareholders to amend the Rights Agreement to
exempt the Merger and the Merger Agreement, and all of the transactions
contemplated thereby, from the application of the Rights Agreement.
A G R E E M E N T
-----------------
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Section 1(a) of the Rights Agreement is hereby modified and
amended by adding the following proviso at the end of the first sentence
thereof:
"; provided that neither MGM Grand, Inc., a Delaware
corporation ("MGM"), nor any direct or indirect wholly owned
subsidiary of MGM shall be deemed to be an Acquiring Person
solely by virtue of the
approval, execution or delivery of the Agreement and Plan of
Merger, dated as of March 6, 2000, among the Company, MGM and
a wholly owned subsidiary of MGM (as it may be amended from
time to time, the "MGM Merger Agreement"), or the consummation
of the transactions contemplated thereby."
2. The Rights Agreement is hereby further modified and amended by
adding a new Section 34 to the end thereof to read in its entirety as follows:
"Section 34. MGM Merger Agreement. Notwithstanding any other
provision of this Rights Agreement, neither the approval,
execution or delivery of the MGM Merger Agreement nor the
consummation of the transactions contemplated thereby is or
shall be deemed to be an event described in Section 11(a)(ii)
or Section 13, nor will such performance or consummation
result in the occurrence of a Shares Acquisition Date, a
Distribution Date or any other separation of the Rights from
the underlying Common Shares, nor entitle or permit the
holders of the Rights to exercise the Rights or otherwise
affect the rights of the holders of Rights, including giving
the holders of the Rights the right to acquire securities of
any party to the MGM Merger Agreement."
3. This Amendment shall be deemed to be a contract made under the
laws of the State of Nevada and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.
4. This Amendment may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute one and the same instrument.
5. Terms not defined herein shall, unless the context otherwise
requires, have the meanings assigned to such terms in the Rights Agreement.
6. In all respects not inconsistent with the terms and provisions of
this Amendment, the Rights Agreement is hereby ratified, adopted, approved and
confirmed. In
-2-
executing and delivering this Amendment, the Rights Agent shall be
entitled to all the privileges and immunities afforded to the Rights Agent under
the terms and conditions of the Rights Agreement.
[The remainder of this page has been intentionally left blank]
-3-
IN WITNESS WHEREOF, this Amendment has been duly executed by the
Company and the Rights Agent as of the day and year first written above.
Attest: MIRAGE RESORTS, INCORPORATED
------
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------- -------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President, General Title: Chief Financial Officer
Counsel & Asst. Secretary & Treasurer
Attest: AMERICAN STOCK TRANSFER &
------- TRUST COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------- -------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary Title: Vice President
