DATED 19th June 2004 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 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. AMENDED AND RE-STATED SUBSCRIPTION AND SHAREHOLDERS AGREEMENT

Exhibit 10.1

CONFORMED COPY

DATED 19th June 2004

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 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.

AMENDED AND RE-STATED

SUBSCRIPTION AND SHAREHOLDERS AGREEMENT

TABLE OF CONTENTS

DOCUMENTS IN AGREED FORM

Loan Notes

MGM Facility Agreement

MGM Trademark License

THIS AGREEMENT dated 19th June 2004 (the “Effective Date”) is made BETWEEN:-

BACKGROUND

NOW THEREFORE, in consideration of the mutual promises, covenants and agreements of the parties contained herein, IT IS AGREED as follows:-

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the masculine gender includes the feminine and neuter and the singular number includes the plural and vice versa;

references to persons include bodies corporate, unincorporated associations, partnerships, legal personal representatives and successors in title;

references to clauses and Schedules are to clauses of, and Schedules to, this Agreement and references to this Agreement include its Schedules;

the headings of clauses are for convenience only and shall be disregarded in construing this Agreement;

any reference to a statutory provision includes a reference to any modification, consolidation or re-enactment of the provision for the time being in force (save to the extent that the liability of any party under this Agreement would thereby be increased or extended);

a document expressed to be in the “agreed form” means a document in a form which has been agreed by MGM and PH on or before the execution of this Agreement and signed or initialled by them or on their behalf, for the purposes of identification;

the rule known as the ejusdem generis rule shall not apply and all general words shall not be given a restrictive interpretation by reason of their being preceded or followed by words indicating a particular class of acts, matters or things;

a company is deemed to be a subsidiary of another if (but only if):

a company is deemed to be another’s holding company if (but only if) the other is its subsidiary; and

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whenever there is reference to an approval, consent, appointment, designation or other similar right to be exercised by MGM, unless the context otherwise requires, such exercise shall be by MGMMI.

the government of Macau S.A.R. being satisfied that all conditions necessary for the entering into by Gaming Company of the Subconcession have been fulfilled and having advised PH and MGM in writing to such effect;

the Nam Van Casino Complex Site Land Concession Event having occurred;

the MGM Regulator for Mississippi having approved MGM’s participation in the venture contemplated by this Agreement; and

no other MGM Regulator having declared its opposition to MGM proceeding with the Agreement at or prior to the time the Conditions set forth in clauses 3.1.1, 3.1.2 and 3.1.3 have been satisfied.

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the adoption by Gaming Company of the Articles;

the appointment of PH and DH as “A” Directors of Gaming Company (they and their successors to be appointed, subject to approval of the government of Macau S.A.R., by the PH Principal Shareholder);

the appointment of Gary N. Jacobs, J. Terrence Lanni and Kenneth A. Roservear as “B” Directors of Gaming Company (they and their successors to be appointed subject to approval of the government of Macau S.A.R., by the MGM Principal Shareholder);

(if not already appointed) the appointment of PH as Managing Director of Gaming Company (PH being, for the avoidance of doubt, approved by the MGM Principal Shareholder for the purposes of clause 5.8);

the appointment of J. Terrence Lanni as Chairman of the Board of Gaming Company (J. Terrence Lanni being, for the avoidance of doubt, approved by the PH Principal Shareholder for the purposes of clause 5.8);

the resignation of all (other than those that are to continue as referred to above) directors and the secretary of Gaming Company holding office prior to the Effective Date and delivery of written confirmation under seal by each person so resigning that he has no claim or right of action against Gaming Company and that Gaming Company is not in any way obligated or indebted to him;

the appointment of auditors of Gaming Company at a fee to be agreed (being auditors acceptable to PH and MGM);

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the adoption of 31 December in each year as the accounting reference date of Gaming Company;

the subscription (including capital and premium) by PH, PHCO, MGMMI and MGMMII and the payment for Shares as follows:

provided that account will be taken of any initial subscriber shares already in issue;

Gaming Company shall allot and issue to the applicable Shareholder the Shares referred to in clause 3.4.9 above against payment therefor in full in cash;

Gaming Company shall issue Loan Notes as follows:

Gaming Company and the relevant Group Company of MGM shall each enter into the MGM Facility Agreement;

Gaming Company and its relevant subsidiaries shall, and MGM shall procure that the relevant Group Company of MGM shall, enter into the MGM Trademark License;

Gaming Company shall repay the Fee Loans;

the appointment of a sole auditor of Gaming Company (being a sole auditor acceptable to PH and MGM);

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the entering into by Gaming Company of the Subconcession pursuant to the SJM Agreement.

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audited accounts in respect of the preceding financial year are laid before the shareholders of Gaming Company; and

such other ordinary business is dealt with as is customary for such a meeting or otherwise required under the law of Macau S.A.R.

(within 2 days of the day to which it relates) daily revenue reports of Gaming Company and each of its subsidiaries;

(within 10 days of the end of the period to which they relate) monthly management accounts of Gaming Company and each of its subsidiaries for such period;

(within 25 days of the end of the relevant financial year) draft accounts of Gaming Company and each of its subsidiaries for such year;

(within 40 days of the end of the financial year) audited accounts of Gaming Company and each of its subsidiaries for such year;

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annual operating and capital budgets in respect of each successive financial year of Gaming Company and each of its subsidiaries, each such budget to be prepared and circulated to the Board for approval no less than 30 days prior to the beginning of the financial year to which it relates; and

six-monthly forecasts for Gaming Company and each of its subsidiaries, each such forecast to be submitted to the Board for approval no less than 30 days prior to the beginning of the period to which it relates.

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(only if PH has not already surrendered management participation in Gaming Company pursuant to the provisions of clause 21.3) MGM has minority voting rights in Gaming Company; or

(only if PH has already surrendered management participation in Gaming Company pursuant to the provisions of clause 21.3 and subject to the approval of the government of Macau S.A.R.) a written bid process apply for the acquisition by PH/PHCO or MGM, as the case may be, of the other party’s interests in Gaming Company.

MGM shall procure that the full legal title to, and beneficial ownership of, the Competing Interest is duly transferred to Gaming Company on the following terms:

MGM and PH shall use all reasonable endeavours to agree the percentage level of shareholding to be owned by PH and PHCO in the newly merged entity (the “Merged Entity”) that would fairly represent the value of the existing holdings of PH and PHCO in Gaming Company within the Merged Entity (the “PH/PHCO Percentage”) and, failing such agreement within the period of 30 days from the date of delivery to MGM of the Competing Event Election Notice, such question shall be referred to such independent firm of accountants (being one of the big four) (the “Independent Accountants”) as PH and MGM may agree or, failing agreement, as may be nominated on the application of either party by the Chairman for the time being of the Hong Kong Society of Accountants and in which case each of PH and MGM shall cooperate with the Independent Accountants (including providing relevant information to them) to the extent reasonably necessary to enable the Independent Accountants to determine the PH/PHCO Percentage within the period of 60 days from the date of delivery to MGM of the Competing Event Election Notice. In making their determination, the Independent Accountants shall be acting

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as experts and not as arbitrators and their determination shall be final and binding on PH, PHCO and MGM (save in the case of manifest error);

(subject to applicable legal and regulatory requirements) the Merger shall be effected within 60 days from the date of determination of the PH/PHCO Percentage;

contemporaneously with completion of the Merger, the shares in the Merged Entity representing the PH/PHCO Percentage shall be transferred or issued, as the case may be, to PH and PHCO in the same proportions as the Shares held by them free from all Encumbrances;

PH and PHCO shall not be required to give any warranties or indemnities on a transfer of their Shares except as to title to the Shares held by them, capacity to sell and that the Shares will, at the time of sale, be free from all Encumbrances;

in the event that the PH/PHCO Percentage is less than 30% then MGM and PH shall use all reasonable endeavours to agree such amendments or alterations to the respective rights of PH and MGM in the management of Gaming Company as may be reasonable in the circumstances, duly taking into account their respective percentages of ownership of the Merged Entity;

where the PH/PHCO Percentage is less than 50%, PH and PHCO shall be entitled, and MGM shall procure the fulfilment of any exercise of such entitlement, to subscribe for such number of additional shares (ranking pari passu with the             shares in the Merged Entity to be held by MGM Group) in the Merged Entity as shall be sufficient to procure that PH and PHCO between them hold 50% of the entire issued share capital of the Merged Entity provided that (i) the purchase price for such additional shares shall be at the same valuation per share as is utilized for the purposes of clause 23.6.1 above; (ii) written notice of the exercise of such right shall have been given by PH to MGM and Gaming Company no later than thirty (30) days following determination of the PH/PHCO Percentage; and (iii) the subscription and payment for the shares shall be completed concurrently with completion of the Merger.

MGM will procure that each of the “B” Directors resigns from the Board and no new “B” Directors be appointed in their stead and that each of the directors appointed by MGM to the boards of any subsidiaries of Gaming Company duly resign and no new directors be appointed by MGM in their stead;

MGM shall thereafter vote one in every three Ordinary Shares held by it in accordance with the directions of PH; and

the following amendments to this Agreement will automatically apply and these changes will be reflected in the operation and governance of any subsidiaries of Gaming Company:

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within the period of 30 days from the date of receipt by MGM of the Competing Event Election Notice, PH and MGM shall appoint such independent firm of accountants (being one of the big four) (the “Independent Accountants”) as PH and MGM may agree or, failing agreement, as may be nominated on the application of either party by the Chairman for the time being of the Hong Kong Society of Accountants. The Independent Accountants shall be appointed to act as adjudicators in respect of the bidding process to be undertaken in accordance with this clause 23.8. In making their determination of the Winning Bid (as defined below), the Independent Accountants shall be acting as experts and not as arbitrators and their determination of the Winning Bid shall be final and binding on PH, PHCO and MGM (save in the case of manifest error);

the Independent Accountants shall notify each of PH and MGM of a time (being during normal office hours) and date, being a Business Day occurring within 60 days from the date of receipt by MGM of the Competing Event Election Notice (the “Designated Time”), by which each of PH and MGM shall deliver to the Independent Accountants (at an address specified by them in Hong Kong) a written bid setting out the price that each would be prepared to pay to acquire (in the case of PH) the MGM Interests (such bid and each successive bid being the “PH Bid”) and (in the case of MGM) the PH/PHCO Interests (such bid and each successive bid being the “MGM Bid”);

the PH Bid shall state the cash price (in US$) that PH is prepared to pay to acquire the MGM Interests and the MGM Bid shall state the cash price (in US$) that MGM is prepared to pay to acquire the PH Interests;

the Independent Accountants shall open each bid at the Designated Time in the presence of a representative of each of PH and MGM and shall declare which of the PH Bid and the MGM Bid is the highest and shall confirm the same in writing to each of PH and MGM. Each of the representatives of PH and MGM shall be entitled to inspect, and take copies of each and every bid;

the process referred to in clauses 23.8.2 to 23.8.4 shall then be repeated on successive dates (being not less than 7 and not more than 14 days following the date of the last bid submission), and at successive times (being in normal business hours), specified by the Independent Accountants in writing to PH and MGM until the earlier of (i) either of PH or MGM notifies the Independent Accountants in

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writing that it is not prepared to increase its bid further and (ii) completion of a fourth round of bidding;

the winning bid (the “Winning Bid”) shall be whichever of the highest PH Bid and the highest MGM Bid states the higher cash price. In the event that the cash prices stated in the highest PH Bid and the highest MGM Bid are the same then the process shall be repeated on the same terms, mutatis mutandis, until the highest PH Bid or the highest MGM Bid, as the case may be, states a higher cash price than the other;

following completion of the bidding process pursuant to clause 23.8.5 above, the Independent Accountants shall confirm in writing to each of PH and MGM which of the highest PH Bid and the highest MGM Bid is the Winning Bid and the date of such written confirmation shall be the date of determination of the Winning Bid for the purposes of this clause 23.8;

in the event that the highest PH Bid is declared the Winning Bid then the following shall apply:

in the event that the highest MGM Bid is declared the Winning Bid then the following shall apply:

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MGM participating in the casino gaming joint venture with PH and PHCO as contemplated by this Agreement; or

MGM Group, though any one or more members of MGM Group, holding or acquiring in aggregate up to 30% of the entire issued share capital of any casino gaming operator operating (directly or indirectly) any form of casino gaming in Macau S.A.R. or any controller of any such operator,

provided always that, in the case of 23.9.2 above, (a) where such shareholding interest exceeds 20% of the entire issued share capital it does not constitute the single largest shareholding in the relevant company; and (b) MGM Group does not, directly or indirectly (and whether through one or more members of MGM Group), become involved in, whether in any formal or informal capacity, the management of the relevant gaming operator or gaming operator controller, as the case may be.

MGM will procure that each of the “B” Directors resigns from the Board and no new “B” Directors be appointed in their stead and that each of the directors appointed by MGM to the boards of any subsidiaries of Gaming Company duly resign and no new directors be appointed by MGM in their stead;

MGM shall thereafter vote one in every three Ordinary Shares held by it in accordance with the directions of PH; and

the following amendments to this Agreement will automatically apply and these changes will be reflected in the operation and governance of any subsidiaries of Gaming Company:

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(in the case of an objection to any PHCO Beneficiary continuing to hold PHCO Shares) procure the transfer to PH of the PHCO Shares held by such PHCO Beneficiary or, if PH so elects, through the exercise, along with MGM, of all voting and other powers in relation to Gaming Company, procure the transfer to Gaming Company of the PHCO Shares held by such PHCO Beneficiary; or

(in the case of an objection to any PHCO Beneficiary continuing to receive any direct or indirect economic benefit) procure the divestment by the relevant PHCO Beneficiary of all direct and indirect economic benefit deriving from any direct or indirect shareholding interest in PHCO and provide reasonable evidence of the same to the relevant MGM Regulator.

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(to the extent that the information is reasonably available to such party) promptly comply with all reasonable requests for information made of any of them by any MGM Regulator or the government of Macau S.A.R. or any applicable governmental or regulatory body of competent jurisdiction (including without limitation, the United States Securities Exchange Commission, the New York Stock Exchange and The Stock Exchange of Hong Kong Limited) in connection with this Agreement or the business relationships contemplated by this Agreement; and

refrain from taking any action that is intended to frustrate or impede any investigation undertaken by any MGM Regulator or the government of Macau S.A.R. or any applicable governmental or regulatory body of competent jurisdiction (including without limitation, the United States Securities Exchange Commission, the New York Stock Exchange and The Stock Exchange of Hong Kong Limited) in connection with this Agreement or the business relationships contemplated by this Agreement.

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(without prejudice to their reporting obligations, and ultimate accountability, to the Board) upon the opening of the Nam Van Casino to the public the senior operational management of Gaming Company and each of its subsidiaries shall report to, and shall be accountable to, the Managing Director in respect of all aspects of their work and the performance of their duties and shall not take any action that may be reasonably likely to jeopardise or threaten the continued approval by the government of Macau S.A.R of PH (or such other relevant appointee of PH) as the Managing Director (Administrator — Delegado) of Gaming Company;

upon the opening of the Nam Van Casino to the public the senior operational management of Gaming Company and each of its subsidiaries shall provide to the Managing Director on a monthly basis a written report (in such form as the Managing Director may, from time to time, specify) of all material operational and development issues concerning the operation of each of the casinos and hotels/resorts contemplated by this Agreement (and all other matters falling within the scope of their duties);

the General Manager — Chief Operating Officer (or equivalent howsoever called) of Gaming Company shall meet with the Managing Director on a monthly basis to discuss the written reports referred to in clause 29.1.2 and any other matters that the Managing Director may consider appropriate and shall provide such additional reports and such additional information concerning such matters as the Managing Director may, from time to time, reasonably require (including, without limitation, the provision of proposed operational procedures for the casinos and/or

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hotels/resorts, proposed credit policies, details of proposed staffing arrangements, proposed casino plans and lay-out proposals, gaming equipment purchase proposals and design proposals); and

all material correspondence on behalf of Gaming Company and each of its subsidiaries with the government of Macau S.A.R. shall be first approved by the Managing Director or (in the Managing Director’s absence) a representative (being an “A” Director) nominated for such purpose by the Managing Director and the Managing Director shall operate as the primary representative of Gaming Company and each of its subsidiaries in relation to any dealings and/or negotiations by any such companies with the government of Macau S.A.R.

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the relevant departing Shareholder shall, and shall where applicable procure that every other member of the Departing Shareholder’s Group shall, repay all loans, loan capital, borrowings and indebtedness in the nature of borrowings outstanding to Gaming Company and any of its subsidiaries from the departing Shareholder and where applicable any such member (together with any accrued interest thereon);

the relevant departing Shareholder shall procure the removal of any directors or secretary of Gaming Company, or any of its subsidiaries, appointed by it or where applicable any other member of the Departing Shareholder’s Group; and

(other than in respect of (i) any liability which may accrue in respect of any act or omission occurring prior to such cessation; and (ii) any provision of this Agreement which is expressed or intended to continue beyond such cessation (including clauses 19 (MGM Regulatory Matters), 20 (Macau Regulatory Issue), 32 (Non-disclosure of Information), 39 (Non-involvement of Certain Parties) and 43 (Guarantee)) the

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departing Shareholder and where applicable each other member of the Departing Shareholder’s Group shall be released from all obligations and liabilities under this Agreement.

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if personally delivered, at the time of delivery;

if posted, after the expiration of two Business Days or (in the case of airmail) six Business Days after the envelope containing the same was delivered into the custody of the postal authorities; and

if sent by fax, on completion of its transmission,

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PH or PHCO compounding or entering into any compromise, settlement or arrangement with MGM or any other person; or

any variation, extension, increase, renewal, determination, release or replacement of this Agreement, whether or not made with the consent or knowledge of MGM MIRAGE; or

PH or PHCO granting any time, indulgence, concession, relief, discharge or release to MGM or any other person or realising, giving up, agreeing to any variation, renewal or replacement of, releasing, abstaining from or delaying in taking advantage of or otherwise dealing with any rights which it may have against MGM or any other person; or

any other matter or thing which, but for this provision, might exonerate or affect the liability of MGM MIRAGE.

waives all of its rights of subrogation, reimbursement and indemnity against MGM and all rights of contribution against any co-guarantor and agrees not to demand or accept any security from MGM or any co-guarantor in respect of any such rights and not to prove in competition with PH or PHCO in the bankruptcy, liquidation or insolvency of MGM or any such co-guarantor; and

agrees that it will not claim or enforce payment (whether directly or by set-off, counterclaim or otherwise) of any amount which may be or has become due to MGM MIRAGE by MGM, any co-guarantor or any other person liable to PH and/or PHCO in respect of the obligations and liabilities hereby guaranteed if and so long as MGM is in default under this Agreement.

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SCHEDULE 1

Deed of Adherence

THIS DEED OF ADHERENCE is made on                    20 ·

BY:

[insert name of New Shareholder] of [insert address of New Shareholder] (the “New Shareholder”) and is supplemental to the Shareholders Agreement dated · between (1) Pansy Ho, (2) Grand Paradise Macau Limited; (3) MGMM Macau, Ltd.; (4) MGM MIRAGE Macau, Ltd.; (5) MGM MIRAGE and (6) MGM Grand Paradise Limited (the “Agreement”) and is made in favour of the persons whose names are set out in the schedule to this deed and any other person who after the date of this Deed adheres to the Agreement by way of Deed of Adherence.

THE NEW SHAREHOLDER UNDERTAKES AS FOLLOWS:

the New Shareholder confirms that it has read a copy of the Agreement and covenants to and undertakes with each person named in the schedule to this Deed and any other person who after the date of this Deed adheres to the Agreement by way of Deed of Adherence to adhere to, perform and be bound by all the terms of the Agreement as from the date hereof as if the New Shareholder were a Shareholder and named in the Agreement as a party thereto;

IN WITNESS whereof this deed has been executed by the New Shareholder and is intended to be and is hereby delivered on the date first above written.

[Note: schedule to Deed to include all Parties (including by way of earlier Deeds of Adherence) to the Agreement]

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SCHEDULE 2

Part A

Nam Van Casino Complex Site

The legal description of the Nam Van Casino Complex Site is as follows:

A site of 43,129 square metres (effective area to be adjusted upon granting of the lease by the government of Macau S.A.R.), to be granted under lease from the government of Macau S.A.R. for casino and related purposes to be located at Zone B of the Nam Van (NAPE West), to be partially reclaimed and with the following boundaries South — Avenida Dr. Sun Yat Sen; East — Avenida 24 de Julho; West — adjoining Site B and North — existing Rua Cidade do Porto (as per the plan attached to this schedule).

The site has not been allocated a specific registration number at the Macau Land Registry (for that purpose, it will be necessary to amalgamate several registration numbers and the waiver to public areas). Being a plot for development, it is not subject to registration with the Tax Department.

Part B

Nam Van Casino Complex Site Land Concession Event

1. a draft land concession contract having been issued to Gaming Company by the government of Macau S.A.R. and such draft contract providing for gross floor area of 2 million square feet;

2. the government of Macau S.A.R. having delivered to Gaming Company a form of comfort letter or other written confirmation, on terms reasonably acceptable to MGM and PH, regarding the intended grant of a land concession in respect of the Nam Van Casino Complex Site and the ability of Gaming Company to commence initial construction and development works.

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