SPONSOR CONTRIBUTION AGREEMENT

Exhibit 10.1

SPONSOR CONTRIBUTION AGREEMENT
(MGM MIRAGE)

     This Sponsor Contribution Agreement (this “ Agreement ”), dated as of October 31, 2008, is made by MGM MIRAGE, a Delaware corporation (“ Sponsor ”), 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 ”), and the other Beneficiaries referred to below.

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.

     D. Borrower has entered into a 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. Sponsor and Dubai World, a Dubai, United Arab Emirates government decree unit (“ Dubai World ”), each indirectly own 50% of the issued and outstanding membership units in Borrower. Accordingly, Sponsor and Dubai World are interested in the completion of the Project and the financial success of Borrower.

     F. Following the formation of their joint venture on November 15, 2007, through their respective Subsidiaries, each of the Sponsors has heretofore made contributions to Borrower:

     (i) in the form of subordinated debt in the principal amount of $500,000,000 each (i.e., an aggregate of $1,000,000,000); and

     (ii) in the form of additional equity contributions in the amount of $425,000,000 (i.e., in an aggregate of $850,000,000).

     G. The Sponsors have jointly agreed that all future contributions which they make pursuant to this Agreement and the Sponsor Completion Guarantees (whether directly or through their respective Subsidiaries) shall be deemed to be contributions to the equity capital of Borrower.

     H. It is a condition to the making of Loans under the Credit Agreement that Sponsor and Dubai World, on a several (and not joint or joint and several) basis, agree to make future capital contributions to Borrower (either directly or through their respective wholly-owned subsidiaries), that Sponsor and Borrower execute this Agreement and that, concurrently herewith, Dubai World and Borrower execute a comparable agreement (“ Dubai World Contribution Agreement ”, and together with this Agreement, the “ Sponsor Contribution Agreements ”).

     NOW, THEREFORE, it is agreed 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 Agreement and in the body of this Agreement, the following terms shall have the following respective meanings when used herein:

     “ Beneficiaries ” shall mean:

(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 Agreement are granted by Borrower under the Junior Capital Documents.

     “ Construction Payables ” shall mean 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 ” shall have the meaning set forth in the Disbursement Agreement.

     “ Disbursement Agent ” shall mean Bank of America, N.A., when acting in its capacity as disbursement agent under the Disbursement Agreement, and any successor in that capacity.

     “ Disbursement Agreement ” shall mean the Disbursement Agreement dated as of the date hereof, among Borrower, the Administrative Agent and the Collateral Agent, as at any time amended.

     “ Equity Commitment ” shall mean, with respect to Sponsor as a several (and not joint or joint and several) obligation, an amount equal to $958,840,918, as such amount may change from time to time in accordance with Section 4 hereof.

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

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

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

     “ Financing Documents ” shall have the meaning set forth in the Disbursement Agreement.

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

     “ Junior Capital Representative ” shall have the meaning set forth in the Disbursement Agreement

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

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

     “ Sponsor Subordinated Note ” shall mean (a) an amended and restated $500,000,000 subordinated promissory note of even date herewith in the form of Exhibit A attached hereto, issued by Borrower in favor of Project CC, LLC, and (b) any note in substantially similar form issued by Borrower to MGM MIRAGE or to a wholly-owned Subsidiary of MGM MIRAGE which becomes a party to the Sponsor Subordination Agreement, in each case to evidence Sponsor Subordinated Debt owed to such Person and as at any time amended.

     “ Subordinated Debt Commitment ” shall mean, with respect to Sponsor as a several (and not joint or joint and several) obligation, an amount equal to $500,000,000. As of the date of this Agreement, the Subordinated Debt Commitment has been fulfilled.

     2.  Equity Contributions .

          (a) Within three (3) Business Days after receipt of a written notice (“Equity Contribution Notice”) from Borrower (or the Collateral Agent if the Collateral Agent exercises its rights as an intended beneficiary of this Agreement under Section 7 hereof) requesting a contribution of additional equity capital to Borrower in an amount sufficient to fully fund the Final Draw Amount for any Monthly Draw Date, to cure any non-compliance with the In-Balance Test, or to pay any Construction Payables, as the case may be (such amount, the “ Required Equity Amount ”), Sponsor shall, directly or through its appropriate Subsidiary, make a contribution of additional equity capital (the “ Equity Contribution ”) to Borrower in the Required Equity Amount; provided that, notwithstanding anything in this Agreement to the contrary, under no circumstances shall Sponsor be required to make Equity Contributions aggregating more than the Equity Commitment plus any amounts which become due and payable under Section 22 hereof. Each Equity Contribution Notice shall be delivered to Sponsor together

with a copy of the then current Final Draw Request or the invoices or other documents supporting the existence of Construction Payables. Sponsor’s obligation to make Equity Contributions 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 Sponsor’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 capital commitments to Borrower.

          (b) Equity Contribution Notices may be delivered to Sponsor from time to time as funds are required for construction and development of the Project or if Borrower is not in compliance with the In-Balance Test. Borrower shall deliver a copy of each Equity Contribution Notice to the Collateral Agent concurrently with delivery of the original to Sponsor. Concurrent with the delivery of an Equity Contribution Notice to Sponsor, Borrower (or Collateral Agent if applicable) shall deliver a substantially identical Equity Contribution Notice to Dubai World requesting an amount of funds equal to the Required Equity Amount. While it is anticipated that Sponsor and Dubai World will each fund 50% of the Required Equity Amount, Sponsor shall be responsible to timely fund the full Required Equity Amount (but without an obligation to exceed its Equity Commitment) in the event Dubai World fails to fund all or any part of its portion of the Required Equity Amount.

          (c) Each Equity Contribution shall be made directly to the Disbursement Agent, in immediately available funds, on or before the Monthly Draw Date in accordance with the monthly funding procedures set forth in the Disbursement Agreement, pursuant to wire transfer instructions provided in the Equity Contribution Notice. Each Equity Contribution will be deposited into the Sponsor Proceeds Account and applied by the Disbursement Agent in accordance with the terms of the Disbursement Agreement.

          (d) Sponsor shall make each of its Equity Contributions required hereunder directly or through one or more Subsidiaries in the form of a Capital Contribution (as defined in the Operating Agreement) to Borrower as contemplated under Article 3 of the Operating Agreement. Sponsor acknowledges that the Beneficiaries have no responsibility with respect to such characterization of the Equity Contributions under the Operating Agreement and that the members of Borrower agreed to the terms of the Operating Agreement, including the provisions relating to capital contributions, without any input or influence from the Beneficiaries.

     3.  Subordinated Debt .

          (a) It is acknowledged that, following the formation of their joint venture on or about November 15, 2007, each of the Sponsors has made cash contributions to Borrower through their respective Subsidiaries in the aggregate amount of $925,000,000. The Sponsors have jointly agreed that:

          (i) a $1,000,000,000 portion of this amount (i.e., $500,000,000 each, constituting all of the contributions made by that Sponsor and its Subsidiaries from the formation of Borrower through June 30, 2008) shall be treated as Sponsor Subordinated Debt and shall be evidenced by the Sponsor Subordinated Notes; and

          (ii) the remainder of $850,000,000 (i.e., $425,000,000 as to each Sponsor) shall be treated as a contribution to the permanent equity capital of the Borrower.

The repayment obligations of Borrower under each Sponsor Subordinated Note shall be subordinated to the Secured Obligations, as set forth in the Sponsor Subordination Agreement.

          (b) Notwithstanding anything to the contrary herein, Sponsor and Dubai World may jointly elect to convert all or any portion of the obligations evidenced by their respective Sponsor Subordinated Notes into Equity Commitments so long as Sponsor and Dubai World jointly agree as to the amounts to be converted and provide written notice of any such conversion to the Collateral Agent.

     4.  Reduction of Contribution Commitments . The unfunded portions of the Equity Commitment may be reduced from time to time by the application of Restricted Payments in accordance with the terms of Sections 7.06(c), 7.06(d) and 7.06(f) of the Credit Agreement. Any such reductions shall be applied as between the outstanding amount of such commitments of Sponsor and Dubai World on a pro rata basis, in accordance with the equal ownership interests in Borrower held by the Subsidiaries of Sponsor and Dubai World that are direct members of Borrower.

     5.  Additional Equity and Subordinated Debt Investments . If, at any time after Sponsor has contributed to Borrower all of the Equity Commitment pursuant to this Agreement, Borrower is not in compliance with the In-Balance Test, Sponsor and Dubai World may jointly elect, in their respective sole and absolute discretion, to make, or cause their wholly-owned Subsidiaries to make, additional contributions to Borrower in the form of equity or (if the Sponsors jointly so agree by written notice to the Collateral Agent) Sponsor Subordinated Debt in order to cause the Borrower to be in compliance with the In-Balance Test. Sponsor and Dubai World may jointly elect, in their respective sole and absolute discretion, at any time to make, or cause their wholly-owned Subsidiaries to make, additional contributions to Borrower in the form of equity or Sponsor Subordinated Debt for the purpose of funding Casualty Bridge Capital as permitted under the Credit Agreement. If any such additional contributions are in the form of Sponsor Subordinated Debt, Borrower shall issue a Sponsor Subordinated Note in the amount of such contribution, Sponsor or its Subsidiary that funds such contribution shall execute a joinder to the Sponsor Subordination Agreement (unless such Person already is a party thereto) and all such additional Sponsor Subordinated Debt contributions shall constitute Subordinated Indebtedness (as defined in the Sponsor Subordination Agreement). Sponsor shall provide written notice to the Collateral Agent of any such additional contributions of equity or Sponsor Subordinated Debt.

     6.  Draws under Sponsor Completion Guarantee . Any reimbursement obligation of Borrower to Sponsor arising from a Draw Request that is funded by Sponsor or its designated wholly-owned Subsidiary under and pursuant to the MGM Completion Guarantee shall constitute additional contributions to the permanent equity capital of Borrower.

     7.  Beneficiaries as Intended Beneficiaries . Sponsor and Borrower acknowledge and agree that the obligations of Sponsor to make its Equity Contributions hereunder are for the benefit of the Beneficiaries, and that the Collateral Agent, on behalf of the Beneficiaries, shall

have the right to enforce such obligations. According