SPONSOR COMPLETION GUARANTEE

Exhibit 10.2

SPONSOR COMPLETION GUARANTEE
(MGM MIRAGE)

     This Sponsor Completion Guarantee (this “ Completion Guarantee ”) dated as of October 31, 2008, is made by MGM MIRAGE, a Delaware corporation (“ Completion Guarantor ”), in favor of CITYCENTER HOLDINGS, LLC, a Delaware limited liability company (“ Borrower ”), and BANK OF AMERICA, N.A., as collateral agent pursuant to the Collateral Agent and Intercreditor Agreement referred to below (in such capacity together with its successors, the “ Collateral Agent ”) for the benefit of the Beneficiaries referred to below, with reference to the following facts:

RECITALS

          A. Borrower is the owner, directly or indirectly, of the land and improvements collectively constituting the CityCenter project, currently under construction in Clark County, Nevada (the “ Project ”).

          B. In connection with securing sources of funding for the completion of the Project, Borrower has entered into the Credit Agreement, dated as of October 3, 2008 (as it may be amended, modified or restated from time to time, the “ Credit Agreement ”), with the lenders referred to therein (collectively, the “ Lenders ”) and Bank of America, N.A., as the administrative agent for the Lenders (in such capacity together with its successors, the “ Administrative Agent ”).

          C. Borrower anticipates that after the date hereof, it may issue additional indebtedness, including the Junior Capital (as defined in the Credit Agreement).

          D. Borrower has entered into the Collateral Agent and Intercreditor Agreement, dated as of October 3, 2008 (as it may be amended, modified or restated from time to time, the “ Collateral Agent and Intercreditor Agreement ”), with the Collateral Agent and the Administrative Agent, pursuant to which the Collateral Agent is agreeing to act as collateral agent for the Beneficiaries.

          E. Completion Guarantor and Dubai World, a Dubai, United Arab Emirates government decree entity (“ Dubai World ”), each indirectly own 50% of the issued and outstanding membership units in Borrower. Accordingly, Completion Guarantor and Dubai World are interested in the completion of the Project and the financial success of Borrower.

          F. As a condition to the making of Loans under the Credit Agreement, Completion Guarantor and Dubai World are each required to provide several (and not joint or joint and several) completion guarantees with a liability limit of $600,000,000 (the completion guarantee issued by Dubai World, as amended, restated, extended, supplemented, or otherwise modified from time to time, being referred to herein as the “ Dubai World Completion Guarantee ”, and, together with this Completion Guarantee, the “ Sponsor Completion Guarantees ”).

          G. Administrative Agent, Borrower and Bank of America, N.A., as disbursement agent (in such capacity together with its successors, the “ Disbursement Agent ”), concurrently herewith, are entering into the Disbursement Agreement, dated as of the date hereof (as it may be amended, modified or restated from time to time, the “ Disbursement Agreement ”), pursuant to which such parties have agreed, inter alia , as to disbursement procedures for various sources of capital referred to above, including without limitation the proceeds of draws under the Sponsor Completion Guarantees.

AGREEMENT

     In order to induce the Beneficiaries to enter into the Transaction Documents and to make the credit extensions contemplated by such documents, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Completion Guarantor, as primary obligor and not merely as surety, hereby unconditionally and irrevocably covenants and agrees for the benefit of Borrower and the Beneficiaries as follows:

     1.  Certain Defined Terms . Capitalized terms used herein have the meanings ascribed thereto in the Credit Agreement unless specifically defined herein. In addition to the terms defined in the preamble and the recitals to this Completion Guarantee and in the body of this Completion Guarantee, the following terms shall have the following respective meanings when used herein:

     “ Accounts ” has the meaning set forth in the Disbursement Agreement.

     “ Beneficiaries ” means:

     (a) the Collateral Agent;

     (b) the Administrative Agent, together with the Lenders; and

     (c) the Junior Capital Representative and the Junior Capital Lenders if and to the extent rights under this Completion Guarantee are granted by Borrower under the Junior Capital Documents.

     “ Completion Date ” has the meaning set forth in the Disbursement Agreement.

     “ Construction Payables ” means the unpaid amount of any claims made by any contractors, subcontractors, materialmen, vendors or other legitimate claimants made in respect of works of improvement, which have been conducted in furtherance of the Project and take priority over the Deed of Trust as reflected on date down title endorsements in the form of Exhibit J to the Disbursement Agreement received by the Disbursement Agent; provided that any such claim that is the subject of a bona fide dispute between Borrower and the claimant, or is covered by a bond insuring the payment of such claim, in either case, to the reasonable satisfaction of the Disbursement Agent, shall not be considered a “Construction Payable”.

     “ Credit Default ” has the meaning set forth in the Disbursement Agreement.

     “ Draw Amount ” means, as of any Monthly Draw Date, an amount equal to the amount by which the Final Draw Amount for such Monthly Draw Date exceeds the amount of funds that are then available in the Accounts to fund the Final Draw Amount being requested for disbursement on such Monthly Draw Date.

     “ Draw Event ” means the insufficiency of funds, for any reason, (a) as of any Monthly Draw Date, available in cash to the Disbursement Agent in the Accounts (giving effect to the request for funds set forth in the Final Draw Request for such Monthly Draw Date) to fund the Final Draw Amount being requested for disbursement on such Monthly Draw Date, or (b) as of any date, to fund Construction Payables.

     “ Eurodollar Business Day ” has the meaning set forth in the Disbursement Agreement.

     “ Facility Agreements ” has the meaning set forth in the Disbursement Agreement.

     “ Final Draw Amount ” has the meaning set forth in the Disbursement Agreement.

     “ Final Draw Request ” has the meaning set forth in the Disbursement Agreement.

     “ Guaranteed Obligations ” means the obligations of the Completion Guarantor under this Completion Guarantee.

     “ Junior Capital Lenders ” has the meaning set forth in the Disbursement Agreement.

     “ Junior Capital Representative ” has the meaning set forth in the Disbursement Agreement.

     “ Liability Cap ” means $600,000,000.

     “ Monthly Draw Date ” has the meaning set forth in the Disbursement Agreement.

     “ Secured Obligations ” has the meaning set forth in the Collateral Agent and Intercreditor Agreement.

     “ Sponsors ” means Completion Guarantor and Dubai World.

     2.  Draw Event Payments . Completion Guarantor hereby irrevocably agrees as follows:

          2.1 Completion Guarantor hereby guarantees the completion of the Project in accordance with the procedures set forth below, provided that in no event shall Completion Guarantor be required to advance funds under this Agreement in excess of the Liability Cap (except as provided in Section 19). Subject to the procedures set forth in Section 3 below, upon the occurrence of a Draw Event, Completion Guarantor shall make a payment to the Disbursement Agent in an amount equal to the Draw Amount.

          2.2 Notwithstanding any provision of this Completion Guarantee to the contrary, the aggregate amount of cash payments required to be made by Completion Guarantor hereunder shall not exceed the Liability Cap plus any amounts which become due and payable under Section 19. For the avoidance of doubt, no other equity or debt investments made by Completion Guarantor or any of its Subsidiaries in Borrower or any of its Subsidiaries (including without limitation any proceeds of the Sponsor Equity Commitment or the Sponsor Subordinated Debt) or other payments made by Completion Guarantor or its Subsidiaries to or for the benefit of Borrower or any of its Subsidiaries shall reduce the Liability Cap or otherwise affect the amount of funds available to be drawn under this Completion Guarantee.

     3.  General Procedures; Draws .

          3.1 If, as of the date that is three (3) Eurodollar Business Days prior to any Monthly Draw Date, it is anticipated that a Draw Event will occur as of the Monthly Draw Date, then the Disbursement Agent shall be entitled to make demand on Completion Guarantor hereunder for payment of costs associated with completing the construction of the Project in an amount equal to the Draw Amount. The Disbursement Agent may also make demand hereunder on a date which is not a Monthly Draw Date upon the presentation of supporting documentation for Construction Payables, and any such demand shall be payable by the Completion Guarantor within ten (10) Eurodollar Business Days

          3.2 Upon receipt of a demand from the Disbursement Agent under Section 3.1 and subject to Section 3.5, Completion Guarantor shall make the requested payment by wire transfer of immediately available funds to the Borrower through deposit into the Sponsor Proceeds Account no later than the corresponding Monthly Draw Date (or, in the case of any demand relating to Construction Payables, within ten (10) Eurodollar Business Days). Each such payment so deposited into the Sponsor Proceeds Account will be disbursed by the Disbursement Agent for the Borrower’s benefit in accordance with the terms of the Disbursement Agreement.

          3.3 Completion Guarantor agrees that its obligations hereunder shall not be affected by any exercise of remedies by any Beneficiary, and that this Completion Guarantee shall continue to be enforceable against Completion Guarantor until it terminates in accordance with Section 32. Completion Guarantor’s obligation to fund Draw Amounts in accordance with the terms hereof shall be irrevocable and unconditional, including notwithstanding any (x) deterioration in the financial condition of Borrower, including any bankruptcy or similar proceeding of Borrower or any of its subsidiaries, (y) elimination or transfer of Completion Guarantor’s ownership interest in Borrower, including in connection with any bankruptcy or similar proceeding or (z) failure by Dubai World to fund any of its obligations under the Dubai World Completion Guarantee.

          3.4 Notwithstanding any other provision of this Completion Guarantee to the contrary, this Completion Guarantee is not a guarantee of the Indebtedness incurred by the Loan Parties under the Transaction Documents and notwithstanding any implication herein to the contrary, in no event shall any of the funds committed hereunder by Completion Guarantor be used for any purpose other than the payment of construction costs associated with completion of the Project that are then due and payable.

          3.5 Upon the occurrence of any Draw Event, the Disbursement Agent (except to the extent prohibited from doing so by law) shall make concurrent demand upon the Sponsors for an aggregate amount equal to the Draw Amount. While it is anticipated that each of the Sponsors will fund 50% of each Draw Amount, Completion Guarantor shall be responsible to timely fund the full Draw Amount (but without an obligation to exceed its Liability Cap) in the event Dubai World fails to fund all or any part of its portion of the Draw Amount.

          3.6 Completion Guarantor may effect its funding obligations hereunder through fundings by itself or one or more of its direct or indirect Subsidiaries. Each funding made pursuant to this Completion Guaranty (whether made by Sponsor directly or through a Subsidiary) shall be deemed to constitute a contribution to the equity capital to Borrower.

     4.  Nature of Guarantee . This Completion Guarantee is irrevocable and continuing in nature and relates to any Guaranteed Obligations now existing or hereafter arising. This Completion Guarantee is a guarantee of prompt and punctual payment and performance and is not merely a guarantee of collection.

     5.  Relationship to Other Agreements . Except as specifically noted herein, nothing herein shall in any way modify or limit the effect of terms or conditions set forth in any other Transaction Document, including without limitation the Sponsor Contribution Agreements and the Sponsor Subordination Agreement, executed by Completion Guarantor or any other document, instrument or agreement executed by Completion Guarantor in connection with the Project, but each and every term and condition hereof shall be in addition thereto.

     6.  Subordination of Indebtedness of Borrower to Completion Guarantor . Completion Guarantor represents and warrants that, as of the date hereof, Borrower and its Subsidiaries do not have any indebtedness owing to Completion Guarantor other than the portion of the Sponsor Subordinated Debt that has already been advanced to Borrower in connection with funding construction of the Project. Completion Guarantor hereby agrees that all indebtedness now or hereafter owed by Borrower or any of its Subsidiaries to Completion Guarantor or any of its Subsidiaries shall be subordinated in right of payment to the Senior Indebtedness (as defined in the Sponsor Subordination Agreement) as and to the extent provided in the Sponsor Subordination Agreement, and all such present or future indebtedness of Borrower or any of its Subsidiaries shall be subject to the Sponsor Subordination Agreement. To the extent that, contrary to the intention of the parties, any amount funded by Completion Guarantors (directly or through Subsidiaries) is ever construed to be indebtedness, then any reimbursement obligations of Borrower to Completion Guarantor or its Subsidiaries that may result from the funding of Draw Amounts hereunder, shall be likewise subordinated.

     7.  Statutes of Limitations and Other Laws . Until the Guaranteed Obligations have been paid and performed in full or this Completion Guarantee terminates in accordance with Section 32, all the rights, privileges, powers and remedies granted to the Beneficiaries hereunder shall continue to exist and may be exercised by the Beneficiaries at any time and from time to time irrespective of the fact that any of the Secured Obligations may have become barred by any statute of limitations. Completion Guarantor expressly waives the benefit of any and all statutes of limitation, and any and all Laws providing for exemption of Property from execution or for evaluation and appraisal upon foreclosure, to the maximum extent permitted by applicable Laws.

     8.  Waivers and Consents . Completion Guarantor consents and agrees that the Beneficiaries may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the terms of the Secured Obligations or any part thereof, including, without limitation, any increase or decrease of the rate(s) of interest thereon and any increase or decrease in the principal amount of the Secured Obligations; (b) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Secured Obligations or any part thereof, or any of the Transaction Documents to which Completion Guarantor is not a party or any additional security or guarantees, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Transaction Documents or the Secured Obligations or any part thereof; (d) accept partial payments on the Secured Obligations; (e) receive and hold additional security or guarantees for the Secured Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guarantees, and apply any security and direct the order or manner of sale thereof as the Beneficiaries in their discretion may determine; (g) release any Person from any personal liability with respect to the Secured Obligations or any part thereof; (h) settle, release on terms satisfactory to the applicable Beneficiary or by operation of applicable Laws or otherwise liquidate or enforce any of the Secured Obligations and any security or guarantee therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and/or (i) consent to the merger, change or any other restructuring or termination of the corporate or other existence of Borrower or any other Obligor, and correspondingly restructure the Secured Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Completion Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Guaranteed Obligations.

          The Collateral Agent, on behalf