AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CITYCENTER HOLDINGS, LLC

Exhibit 10.1

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

CITYCENTER HOLDINGS, LLC

Dated as of April 29, 2009

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT

OF

CITYCENTER HOLDINGS, LLC

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is made as of April 29, 2009 (the “Effective Date”), by and between PROJECT CC, LLC, a Nevada limited liability company (“MGM”) and INFINITY WORLD DEVELOPMENT CORP, a Nevada corporation (“IW”). MGM and IW are hereinafter referred to individually as a “Member” and collectively as the “Members”.

RECITALS

     A. WHEREAS, Mirage Resorts, Incorporated, a Nevada corporation (“Mirage Resorts”) and Dubai World, a Dubai, United Arab Emirates government decree entity (“Dubai World”) entered into that certain Limited Liability Company Agreement of CityCenter Holdings, LLC dated as of August 21, 2007 (the “Original LLC Agreement”);

     B. WHEREAS, Mirage Resorts assigned all of its rights, title, interest and obligations in and to the Original LLC Agreement to MGM pursuant to that certain Assignment and Assumption Agreement dated as of November 14, 2007;

     C. WHEREAS, Dubai World assigned all of its rights, title, interest and obligations in and to the Original LLC Agreement to IW pursuant to that certain Assignment and Assumption Agreement dated as of November 15, 2007;

     D. WHEREAS, MGM and IW entered into that certain Amendment No. 1 to the Limited Liability Company Agreement of CityCenter Holdings, LLC dated as of November 15, 2007 (“Amendment No. 1”);

     E. WHEREAS, MGM and IW entered into that certain Amendment No. 2 to the Limited Liability Company Agreement of CityCenter Holdings, LLC dated as of December 31, 2007 (“Amendment No. 2”);

     F. WHEREAS, MGM, through one or more Affiliates, owned the Project Assets;

     G. WHEREAS, MGM previously (i) contributed the Project Assets to CityCenter Land, LLC, a Nevada limited liability company (“Project Owner”) and, thereafter, (ii) contributed 100% of the membership interests in Project Owner to the Company;

     H. WHEREAS, the Members have formed the Company to own, directly or indirectly through its Subsidiary, Project Owner, and to manage, design, plan, develop, construct, operate, lease and sell the Project pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as the same may be amended from time to time (the “Act”); and

     I. WHEREAS, the Parties desire to amend and restate the Original LLC Agreement, as amended by Amendment No. 1 and Amendment No. 2, in its entirety, in order to set out their agreement as to the conduct of business and the affairs of the Company.

     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the mutual promises set forth, the Parties agree as follows:

ARTICLE 1

THE COMPANY

          Section 1.1 Organization . Mirage Resorts and Dubai World formed and established a limited liability company, called CityCenter Holdings, LLC (the “Company”), under and pursuant to the provisions of the Act, and upon the terms and conditions set forth in the Original LLC Agreement. On November 2, 2007, a certificate of formation for the Company was filed.

          Section 1.2 Name . The name of the Company is CityCenter Holdings, LLC, and all business of the Company shall be conducted solely in such name or in such other name or names as may be Approved by the Board of Directors.

          Section 1.3 Place of Business . The principal office of the Company shall be located at such place within the County as may be approved by the Managing Member.

          Section 1.4 Business of the Company . Subject to Section 1.10 hereof, the business of the Company is to acquire and own the Project Assets and to design, develop, construct, finance, own and operate the Project. In furtherance of its business, the Company shall have and may exercise all the powers now or hereafter conferred by the laws of the State of Delaware on limited liability companies formed under the laws of that State, and may do any and all things related or incidental to its business as fully as natural persons might or could do under the laws of that State. Such power shall include, but shall not be limited to, the creation, ownership and operation of one or more wholly owned Subsidiaries for the purposes set forth in Section 1.10 hereof. The Company has registered to do business in the State of Nevada.

          Section 1.5 Purposes Limited . Except as otherwise provided in this Agreement, the Company shall not engage in any other activity or business and none of the Members shall have any authority to hold itself out as an agent of the other Member in any other business or activity.

          Section 1.6 No Payments of Individual Obligations . The Members shall use the Company’s credit and assets solely for the benefit of the Company. Other than as set forth in an Additional Agreement, no asset of the Company shall be transferred or encumbered for or in payment of any individual obligation of a Member.

          Section 1.7 Statutory Compliance . The Company shall exist under and be governed by, and this Agreement shall be construed and enforced in accordance with, the laws of the State of Delaware, but excluding its conflict of law principles. The Members shall make all filings and disclosures required by, and shall otherwise comply with, all such laws. The Members

shall execute, file and record in the appropriate records any assumed or fictitious name certificate required by law to be filed or recorded in connection with the formation of the Company and shall execute, file and record such other documents and instruments as may be necessary or appropriate with respect to the formation of, and conduct of business by, the Company.

          Section 1.8 Title to Property . All property, whether real or personal, tangible or intangible, owned by the Company or its Subsidiaries shall be owned in the name of the Company or its Subsidiaries, and no Member shall have any ownership interest in such property in its individual name or right and each Member’s interest in the Company shall be personal property for all purposes.

          Section 1.9 Duration . The Company commenced on the date of its formation pursuant to Section 1.1 hereof and shall continue until dissolved and liquidated pursuant to law or any provision of this Agreement.

          Section 1.10 Conduct of Business Through Single Purpose Entities . It is the intention of the Members that the Company serve as a holding company and operate its business, and own each of the Project Assets, through single purpose wholly owned limited liability companies or other wholly owned entities (each, a “Subsidiary” or, together, the “Subsidiaries”).

          Section 1.11 Definitions . As used in this Agreement:

“Acceptance Notice” has the meaning set forth in Section 11.6(b) hereof.

“Act” has the meaning set forth in Recital H.

“actual knowledge” has the meaning set forth in Section 10.1 or Section 10.2 hereof, as applicable.

“Actual Pre-Closing Residential Proceeds” means the amount set forth on Schedule 1.11 which is the actual amount of (A) cash proceeds received by MGM or its Affiliates, excluding any cash proceeds returned or refunded, from the sale or a contract to sell any residential units in the Project Components since the inception of the Project to the Closing Date less (B) the Sales Expenses related to such residential units.

“Additional Agreements” means the Development Management Agreement, the Operations Management Agreements, and the Ancillary Agreements.

“Additional Capital Contribution” has the meaning set forth in Section 3.3(a) hereof and includes Capital Contributions made pursuant to Section 3.3, Section 3.4 and Section 3.5(b) hereof.

“Adjusted Capital Account Balance” has the meaning set forth in Section 5.6(a) hereof.

“Affiliate” means a Person which directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person specified; provided , however , that a Member, as such, shall not be deemed to be an Affiliate of the other Member. For the purpose of this definition, “control” (including, with correlative meanings, the terms “controls,” “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of

the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the Preamble.

“Alternate” has the meaning set forth in Section 9.1(c) hereof.

“Amendment No. 1” has the meaning set forth in Recital D.

“Amendment No. 2” has the meaning set forth in Recital E.

“Ancillary Agreement” means an agreement between MGM or its Affiliate and the Company providing for a grant of a lease, easement, or permission to use or occupy any real, personal or intellectual property, including, but not limited to, such matters described in Exhibit B attached hereto.

“Annual Budget” means, at any time, the annual budget for the day-to-day operations of a Project Component most recently Approved by the Board of Directors in accordance with the terms of this Agreement.

“Appraisal Notice” has the meaning set forth in Section 13.4 hereof.

“Appraised Value” has the meaning set forth in Section 13.4 hereof.

“Approval” or “Approved” means, with the respect to the Board of Directors, the approval by (i) a majority of all of the Representatives on the Board of Directors entitled to vote on the matter, (ii) as long as MGM or its Affiliate is a Member, at least one Representative designated by MGM, and (iii) as long as IW or its Affiliate is a Member, at least one Representative designated by IW.

“Approved Counsel” means (i) Lionel Sawyer & Collins, (ii) Snell & Wilmer, L.L.P., (iii) Brownstein Hyatt Farber Schreck, and (iv) any other attorney duly licensed in the State of Nevada that has been Approved by the Board of Directors or by all Members in writing.

“Bankruptcy Code” means Title 11 of the United States Code (and any successor thereto), as amended from time to time.

“Base Profit Interest” has the meaning set forth in Section 3.5(b) hereof.

“Board of Directors” has the meaning set forth in Section 9.1(a) hereof.

“Business Day” means each day other than a Saturday, Sunday or any day observed by the Federal, State of Nevada or local government in Las Vegas, Nevada as a legal holiday.

“Business Plan” means, collectively, each of the Component Business Plans and the Project Business Plan, as each may be, from time to time, amended, modified or supplemented in accordance with the terms and provisions of this Agreement.

“Capital Account” has the meaning set forth in Section 3.7(a) hereof.

“Capital Contribution” means an Initial Capital Contribution or Additional Capital Contribution.

“Cash Proceeds Letter” means that certain letter agreement executed by the Company, MGM MIRAGE, MGM and IW dated April 29, 2009.

“Cash Purchase Procedure” has the meaning set forth in Section 4.2(a) hereof.

“Casino Opening Date” has the meaning set forth in Section 4.2(c)(i) hereof.

“Closing Date” means November 15, 2007.

“Code” means the Internal Revenue Code of 1986 (and any successor thereto), as amended from time to time.

“Company” has the meaning set forth in Section 1.1 hereof.

“Company Accountants” means Deloitte & Touche, LLP.

“Company Minimum Gain” has the meaning as set forth in Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

“Completion Date” has the meaning set forth in the Disbursement Agreement as of the date hereof.

“Component Business Plan” has the meaning ascribed to such term in Section 7.8(b) hereof, as such may be, from time to time, amended, modified or supplemented in accordance with the terms and provisions of this Agreement.

“Conditional Transfer Price” means, with respect to the Units to be Transferred pursuant to Section 4.2, Section 9.3(d) or Section 13.4 hereof, 100% of the Appraised Value of such Units.

“Condo Proceeds” has the meaning set forth in the Disbursement Agreement as in effect as of the date hereof.

“Construction Budget” means, at any time, the budget for the acquisition, development and construction of the entire Project prepared by, or on behalf of, the Managing Member and Approved by the Board of Directors, setting forth in detail, by category and line item, all Development Costs and all pre-opening costs, as such budget shall be amended from time to time in accordance with this Agreement. The Construction Budget shall allocate and separate all Development Costs among the various Project Components so that the Construction Budget sets forth a maximum amount of Development Costs for each Project Component and the sum of the aggregate budgeted Development Costs for each Project Component will equal the aggregate amount of the Construction Budget. The Construction Budget was Approved by the Board of Directors on or about March 5, 2009 and is attached hereto as Exhibit I . All future Construction Budgets, including any amendments, modifications and/or supplements thereof and thereto, will be in the same form as the Construction Budget.

“Construction Completion Guaranty” means that certain guaranty executed by MGM and MGM MIRAGE in favor of the Company dated on or about the date hereof which, among other things, provides for MGM’s and MGM MIRAGE’s payment obligations with respect to any costs in excess of the Construction Budget.

“Construction Facility” means that certain Credit Agreement dated October 3, 2008 by and among the Company, Bank of America, N.A., as Administrative Agent, Disbursement Agent and Swing Line Lender, and certain other lenders, as amended pursuant to Amendment No. 1 to the Credit Agreement dated December 31, 2008, and Amendment No. 2 and Waiver to Credit Agreement dated as of April 29, 2009 and as the same may be further amended or modified.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“CPI” means the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, Los Angeles-Anaheim-Riverside, All Items (1982-84 = 100), or any successor index thereto, as such successor index may be appropriately adjusted to establish substantial equivalence with the CPI, or if the CPI ceases to be published and there is no successor thereto, such other index as shall be Approved by the Board of Directors.

“County” means Clark County, Nevada.

“Damages” means any loss, cost, liability, claim, damage, expense (including reasonable attorneys’ fees), demand and cause of action of any nature whatsoever, whether or not involving a third party claim and without taking into account any related insurance payments.

“Deemed Satisfaction of DW Obligations” has the meaning set forth in Section 15.24 hereof.

“Deemed Satisfaction of MR Obligations” has the meaning set forth in Section 15.25 hereof.

“Default Interest Rate” means the Prime Rate plus five percent (5%).

“Defaulting Member” has the meaning set forth in Section 13.1 hereof.

“Delinquent Member” has the meaning set forth in Section 3.5 hereof.

“Depreciation” shall mean, for each Fiscal Year or other period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Fiscal Year or other period for U.S. federal income tax purposes, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year or other period bears to such beginning adjusted tax basis.

“Development Agreement” means that certain Development Agreement, recorded with Clark County Recorders Office on May 23, 2006 as document number 20030523-0005103, by and among the County of Clark and Project CC, LLC D/B/A Project CityCenter, Bellagio, LLC, The April Cook Companies, Treasure Island Corp., Restaurant Ventures of Nevada, Inc., Victoria Partners, a Limited Partnership and Boardwalk Casino, Inc.

“Development Costs” means, without duplication, all of the following fees, costs and expenses incurred or to be paid in connection with the Project: (i) all hard construction costs to construct and

complete the entire Project in accordance with the Plans, (ii) whether incurred before or after completion of any particular Project Component, any costs of fit out of such Project Component (which shall include, without limitation, any free rent, tenant improvements or other tenant concessions), (iii) soft costs directly related to the construction of the Project (such as architect’s fees), incurred since inception of the Project, (iv) other soft costs not directly related to hard construction costs of the Project (such as real estate taxes and insurance premiums), in each case, whether paid or unpaid, and (v) all fees, costs and expenses incurred to acquire the Project Assets (excluding the initial Capital Contribution of Dubai World pursuant to the Original LLC Agreement).

“Development Management Agreement” means that certain Development Management Agreement for CityCenter by and among MGM, MGM MIRAGE and the Company dated November 15, 2007, as amended.

“Development Manager” has the meaning ascribed to it in the Development Management Agreement.

“Disbursement Agreement” means that certain Disbursement Agreement by and among the Company, and Bank of America, N.A., as amended pursuant to Amendment No. 1 to Disbursement Agreement dated April 29, 2009 and as the same may be further amended or modified.

“Disposing Member” has the meaning set forth in Section 11.6(a) hereof.

“Disposition Notice” has the meaning set forth in Section 11.6(a) hereof.

“Distributable Cash” has the meaning set forth in Section 6.3 hereof.

“Dubai World” has the meaning set forth in Recital A.

“DW L/C” means, collectively, (a) that certain letter of credit dated as of the date hereof posted by Dubai World and issued by Emirates Bank, NBD in favor of the Company in the amount of $408.455 million and (b) the sum of 85.545 million deposited by Dubai World with the lender under the Construction Facility on April 29, 2009.

“Dubai World Restricted Affiliates” has the meaning set forth in Section 15.21(b) hereof.

“Effective Date” has the meaning set forth in the Preamble.

“Emergency Situation” means a bona fide emergency situation which creates an imminent risk to life, safety or significant damage to the Project.

“Encumbrance” means any monetary mortgage, pledge, Lien, charge, hypothecation, security interest, or other monetary encumbrances of any nature whatsoever.

“Escalation” has the meaning set forth in Section 9.3(c) hereof.

“Event of Bankruptcy” has the meaning set forth in Section 13.1 hereof.

“Event of Default” has the meaning set forth in Section 13.1 hereof.

“Financing” means debt financing, which may be unsecured or collateralized by one or more Liens on the Project Assets or any portion thereof (including purchase money financing collateralized by furniture, furnishings, fixtures, machinery or equipment), to be obtained by the Company from one or more commercial banks or other lenders (including vendors or the Members) for the purpose of funding the Project.

“Financing Documents” means all agreements between the Company and any applicable lender evidencing any Financing.

“Fiscal Year” has the meaning set forth in Section 7.5 hereof.

“Force Majeure” means war, terrorism, explosion, bombing, revolution, riots, civil commotion, strikes, lockout, inability to obtain labor or materials, fire, flood, storm, earthquake, hurricanes, tornado, drought, tidal waves, settlement of dredged areas or other acts or elements, accident, government restrictions or appropriation or other causes, whether like or unlike the foregoing, affecting the Project.

“Gaming” means to deal, operate, carry on, conduct, maintain or expose for play any game as defined in applicable Gaming Laws, or to operate an inter-casino linked system.

“Gaming Approvals” means with respect to any action by a particular Person, any consent, finding of suitability, license, approval or other authorization required for such action by such Person from a Gaming Authority or under Gaming Laws.

“Gaming Authority” means those national, state, local and other governmental, regulatory and administrative authorities, agencies, boards and officials responsible for or regulating gaming or gaming activities in any jurisdiction and, within the State of Nevada, specifically, the Nevada Gaming Commission, the Nevada State Gaming Control Board, and the Clark County Liquor and Gaming Licensing Board.

“Gaming Components” means all Project Components in which Gaming will take place.

“Gaming Laws” means those laws pursuant to which any Gaming Authority possesses regulatory, licensing or permit authority over gaming within any jurisdiction and, within the State of Nevada, specifically, the Nevada Gaming Control Act, as codified in NRS Chapters 462 — 466, and the regulations of the Nevada Gaming Commission promulgated thereunder, and the Clark County Code.

“Gross Asset Value” has the meaning set forth in Section 3.9(a) hereof.

“Harmon Completion Guaranty” means that certain guaranty the form of which shall be negotiated in good faith by the Members and executed by MGM and MGM MIRAGE in favor of the Company which, among other things, shall provide for MGM’s and MGM MIRAGE’s obligation to pay all costs relating to the completion of the Harmon Hotel in excess of (a) Two Hundred Million Dollars ($200,000,000) if the Major Decision to proceed with the completion the Harmon Hotel is made on or prior to December 31, 2012, and (b) Two Hundred Million Dollars ($200,000,000) plus a cost escalator mutually agreed upon by the Members if the Major Decision to proceed with the completion of the Harmon Hotel is made on or after January 1, 2013.

“Impasse” has the meaning set forth in Section 9.3 (c) hereof.

“Impasse Election Date” has the meaning set forth in Section 9.3(d) hereof.

“Impasse Trigger Date” has the meaning set forth in Section 9.3(d) hereof.

“Indemnified Party” and “Indemnified Parties” have the meaning set forth in Section 2.5(a) hereof.

“Indemnifying Party” has the meaning set forth in Section 2.5(c) hereof.

“Individual Adjusted Profit Interest Addition” has the meaning set forth in Section 3.5(b) hereof.

“Individual Adjusted Profit Interest Subtraction” has the meaning set forth in Section 3.5(b) hereof.

“Individual Base Profit Interest Addition” has the meaning set forth in Section 3.5(b) hereof.

“Individual Base Profit Interest Subtraction” has the meaning set forth in Section 3.5(b) hereof.

“Initial Capital Contribution” has the meaning set forth in Section 3.2 hereof.

“Interest” means, with respect to a Member, the percentage ownership interest in the Company represented by the Units owned by such Member.

“IW” has the meaning set forth in the Preamble.

“IW Default Contributions” means any Additional Capital Contributions made by IW pursuant to Section 3.5(b).

“IW Gaming Approval” has the meaning set forth in Section 4.2(b) hereof.

“IW Indemnitees” has the meaning set forth in Section 13.3(a) hereof.

“IW L/C Contributions” means any Additional Capital Contributions made by IW pursuant to Section 3.4.

“IW Note” has the meaning set forth in Section 6.5.

“IW Special Representative” has the meaning set forth in Section 9.5.

“IW Tax Liability” has the meaning set forth in Section 4.7(a) hereof.

“L/C Contribution” means any Additional Capital Contribution made pursuant to Section 3.4.

“Lease Agreements” has the meaning set forth in Section 4.2(b) hereof.

“Lending Member” has the meaning set forth in Section 3.5(a) hereof.

“Letters of Credit” means, collectively, the DW L/C and the MGM L/C.

“License Breach” has the meaning set forth in Section 13.1(d) hereof.

“Lien” or “Liens” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof).

“Major Contract” means any contract under which the Company would be required to make payments or incur liabilities in excess of $20 million.

“Major Decision” has the meaning set forth in Section 9.3(a) hereof.

“Major Lease” means any lease agreement under which the Company would be required to make payments, receive payments, or incur liabilities, in each case, in excess of $20 million.

“Managing Member” means MGM or its successor as Managing Member.

“Material Competitors” means, collectively, the entities identified in Exhibit H attached hereto.

“Member” and “Members” has the meaning set forth in the Preamble.

“Member Loan” has the meaning set forth in Section 3.5(a)(i) hereof.

“Member Nonrecourse Debt” has the meaning set forth in Regulations Section 1.704-2(b)(4).

“Member Nonrecourse Debt Minimum Gain” means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a nonrecourse liability, determined in accordance with Regulations Section 1.704-2(i)(3).

“Member Nonrecourse Deductions” has the meaning set forth in Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).

“MGM” has the meaning set forth in the Preamble.

“MGM Additional Contribution” has the meaning set forth in Section 4.7(a) hereof.

“MGM Default Contributions” means any Additional Capital Contributions made by MGM pursuant to Section 3.5(b).

“MGM Indemnitees” has the meaning set forth in Section 13.3(b) hereof.

“MGM L/C” means that certain letter of credit dated as of the date hereof posted by MGM MIRAGE and issued by Bank of America, N.A., in favor of the Company in the amount of $224 million.

“MGM L/C Contributions” means any Additional Capital Contributions made by MGM pursuant to Section 3.4.

“MGM MIRAGE” means MGM MIRAGE, a Delaware corporation.

“MGM MIRAGE Restricted Affiliates” has the meaning set forth in Section 15.21(a) hereof.

“MGM Note” has the meaning set forth in Section 6.5.

“Mirage Resorts” has the meaning set forth in Recital A.

“Net Residential Proceeds” means the actual amount of (A) cash proceeds received by the Company or its Affiliates from the sale of any residential units in the Project Components less (B) the Sales Expenses related to such residential units.

“Non-Defaulting Member” means a Member who is not a Defaulting Member.

“Non-Delinquent Member” has the meaning set forth in Section 3.5 hereof.

“Non-Disposing Member” has the meaning set forth in Section 11.6(b) hereof.

“Non-Recourse Liability” has the meaning set forth in Regulations Section 1.752-1(a)(2).

“Offer Notice” has the meaning set forth in Section 11.6(b) hereof.

“Offer Period” has the meaning set forth in Section 11.6(b) hereof.

“Offered Units” has the meaning set forth in Section 11.6(a) hereof.

“Operations Management Agreements” means, collectively, those certain agreements, as amended, listed on Exhibit D attached hereto.

“Operations Manager” has the meaning ascribed to it in the Operations Management Agreements.

“Original LLC Agreement” has the meaning set forth in Recital A.

“Original Signing Date” means August 21, 2007.

“Outstanding Facility Funds” has the meaning set forth in Section 3.4 hereof.

“Party” or “Parties” means MGM, IW, individually or collectively, as appropriate, and their respective successors and assigns.

“Passive Member” has the meaning set forth in Section 11.4(b)(i) hereof.

“People Mover” has the meaning set forth in Section 4.6 hereof.

“Permitted Transfer” has the meaning set forth in Section 11.2 hereof.

“Permitted Transferee” means, (i) in the case of MGM: any Person, one hundred percent (100%) of the voting stock or beneficial ownership of which is owned directly or indirectly, including through subsidiaries, by MGM MIRAGE, and (ii) in the case of IW: any Person, one hundred percent (100%) of the voting stock or beneficial ownership of which is owned directly or indirectly, including through subsidiaries, by Dubai World.

“Person” means any natural person, corporation, limited liability company, firm, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, governmental or quasi-governmental entity or other entity of similar nature.

“Plans” means, at any time, the plans and specifications for the construction of the Project, together with all additions, modifications, supplements, addenda, and change orders thereto and thereof, in each event Approved by the Board of Directors in accordance with Section 7.8 and Section 9.3 hereof.

“Prime Rate” means the “U.S. prime rate” published in the “Money Rates” or equivalent section of the Western Edition of The Wall Street Journal , provided that if a “prime rate” range is published by The Wall Street Journal , then the highest rate of that range will be used, or if The Wall Street Journal ceases publishing a prime rate or a prime rate range, then the Managing Member will select a prime rate, a prime rate range or another substitute interest rate index that is based upon comparable information.

“Profit” and “Loss” shall mean for each Fiscal Year or other period, the taxable income or tax loss of the Company for federal income tax purposes for such Fiscal Year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be separately stated pursuant to Code Section 703(a)(1) shall be included in taxable income or tax loss), with the following adjustments:

(i) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits and Losses hereunder shall be added to such taxable income or tax loss;

(ii) Any expenditures of the Company described in Code Section 705(a)(2)(B), or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)( i ) and not otherwise taken into account in computing Profits and Losses hereunder shall be subtracted from such taxable income or tax loss;

(iii) In the event the Gross Asset Value of any Company asset is adjusted pursuant to the provisions of this Agreement, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits and Losses;

(iv) Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed with reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

(v) In lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or tax loss, there shall be taken into account Depreciation for such Fiscal Year;

(vi) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)( m )( 4 ) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s Interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset)

from the disposition of the asset and shall be taken into account for purposes of computing Profits and Losses; and

(vii) Notwithstanding any other provisions of the foregoing provisions of this definition, any items which are specially allocated to a Member hereunder shall not be taken into account in computing Profits and Losses.

“Profit Interest” has the meaning set forth in Section 3.5(b) hereof.

“Project” means the development known as CityCenter located in the County which is to consist of the Project Components.

“Project Assets” means all real, personal and intangible property related to or used in connection with any business, operation, enterprise or development that is the Project, but excluding all real, personal and intangible property related to or used in connection with any business, operation, enterprise or development that is not the Project. A description of a portion of the property comprising the Project Assets is set forth in Exhibit C attached hereto.

“Project Business Plan” has the meaning ascribed to such term in Section 7.8(a) hereof, as such Project Business Plan may be, from time to time, amended, modified or supplemented in accordance with the terms and provisions of this Agreement.

“Project Components” means the elements of the Project described on Exhibit A attached hereto.

“Project Owner” has the meaning set forth in Recital G.

“Regulations” means the Treasury Regulations promulgated under the Code.

“Regulatory Allocations” has the meaning set forth in Section 5.5 hereof.

“Representative” has the meaning set forth in Section 9.1(b) hereof.

“Required Lenders” has the meaning set forth in the Construction Facility.

“Sales Expenses” with respect to any residential units within the Project Components, means the sales commissions and marketing expenses related to the sale of such residential units.

“Securities Laws” has the meaning set forth in Section 10.1(j).

“Selling Member” has the meaning set forth in Section 11.8(a) hereof.

“Subordinated Notes” has the meaning set forth in Section 6.5.

“Subsidiary” has the meaning set forth in Section 1.10 hereof.

“Tag-Along Notice” has the meaning set forth in Section 11.8(b) hereof.

“Tagging Member” has the meaning set forth in Section 11.8(b) hereof.

“Tax Matters Partner” has the meaning set forth in Section 7.4 hereof.

“Title Policy” means that certain title policy number C30-Z008553 issued by Commonwealth Land Title Insurance Company dated October 30, 2008.

“Transfer” means, with respect to a Unit, to directly or indirectly sell, assign, transfer, give, donate, pledge, hypothecate, deposit, alienate, bequeath, devise or otherwise dispose of or encumber such Unit. Notwithstanding the foregoing definition of Transfer, the following are not considered Transfers:

     (a) the transfer of interests (in one or more transactions) of an entity that owns, directly or indirectly, any Units if: (A) the value of the Units held, directly or indirectly, by such entity does not exceed 50% of the fair market value of the total assets of such entity; and (B) the transferor continues to consolidate with the entity for financial reporting purposes; and

     (b) an offering of securities by, or a change of control of, MGM MIRAGE.

“Transfer Breach” has the meaning set forth in Section 13.1(a) hereof.

“Transferee” means a Person to whom a Transfer is made.

“True Proceeds” has the meaning set forth in Section 4.7(a) hereof.

“Unreturned Default Contributions” means (i) as to IW, the IW Default Contributions less the aggregate amount of distributions made to IW pursuant to Section 6.4(a) hereof and (ii) as to MGM, the MGM Default Contributions less the aggregate amount of distributions made to MGM pursuant to Section 6.4(a) hereof.

“Unreturned L/C Capital Contributions” means (i) as to IW, the IW L/C Contributions less the aggregate amount of distributions made to IW pursuant to Section 6.4(b) hereof and (ii) as to MGM, (a) the sum of $270 million as described in Section 3.3 hereof plus (b) the MGM L/C Contributions less (c) the aggregate amount of distributions made to MGM pursuant to Section 6.4(c) hereof.

“Unauthorized Action” has the meaning set forth in Section 9.1(a) hereof.

“Unit” has the meaning set forth in Section 3.1 hereof.

“Unreturned Investment” for a Member at any given time means the aggregate amount of such Member’s Capital Contribution made up to that time less the aggregate amount of distributions made to such Member by the Company up to that time.

ARTICLE 2

THE MEMBERS

          Section 2.1 Identification . MGM and IW shall be the Members of the Company. No other Person may become a Member except pursuant to a Transfer specifically permitted under and effected in compliance with this Agreement.

          Section 2.2 Services of Members . During the existence of the Company and, unless otherwise provided in an Additional Agreement, the Members shall be required to devote only such time and effort to Company business as may be necessary to promote adequately the interests of the Company and the mutual interests of the Members, it being specifically understood and agreed that the Members shall not be required to devote full time to Company business, and each Member agrees and acknowledges that each Member and its Affiliates currently do, and at any time and from time to time may, engage in and possess interests in other business or operations of every type and description, independently or with others, including, but not limited to, such business or operations that relate to or compete with the Project; and (i) neither the Company nor the other Member shall by virtue of this Agreement have any right, title or interest in or to such independent ventures or to the income or profits derived therefrom and (ii) nothing in this Agreement or any Additional Agreements shall be deemed to limit, restrict, prohibit, or otherwise abridge each Member’s rights or ability to engage in or possess such interests.

          Section 2.3 Reimbursement and Fees . Unless expressly provided for in this Agreement, approved by each of the Members, or provided for in an Additional Agreement, neither of the Members nor any Affiliate thereof shall be paid any compensation for its management services to the Company provided pursuant to the terms hereof or be reimbursed for out of pocket, overhead or general administrative expenses.

          Section 2.4 Transactions with Affiliates . The Company shall be entitled to employ or retain, or enter into a transaction or contract with a Member or an officer, employee or Affiliate of any Member only after the Board of Directors has Approved such transaction or contract. Other than with respect to fees or other payment provided for, contemplated, or permitted in an Additional Agreement, the compensation and other terms and conditions of any such arrangement with any Member or any officer, employee or Affiliate of any Member shall be no less favorable to the Company than those that could reasonably be obtained at the time from an unrelated party providing comparable goods or services. Except for and subject to the terms of an Additional Agreement, it is expressly understood and agreed that the Company shall not enter into any contracts with an Affiliate of any Member other than at such Affiliate’s cost.

          Section 2.5 Liability of the Members; Indemnification .

               (a) Except as otherwise may be required by applicable law, neither Member nor any officer, director, employee, agent or Affiliate of a Member nor any other Person that serves at the request of the Members on behalf of the Company including any Representative and the IW Special Representative (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) shall be liable for damages or otherwise to the Company or the other Member for any act or omission performed or omitted by it in good faith on behalf of the Company and in a manner reasonably believed by it to be within the scope of the authority granted to it by this Agreement so long as such act or omission shall not constitute gross negligence, bad faith or willful misconduct with respect to such acts or omissions.

               (b) To the fullest extent permitted by law, the Indemnified Parties shall be defended, indemnified and held harmless by the Company from and against any and all Damages, arising out of or incidental to any act performed or omitted to be performed by any one or more of the Indemnified Parties (including, without limitation, to the extent permitted by law, actions or omissions constituting negligence) in connection with the business of the Company; provided ,

however , that such act did not constitute fraud, willful misconduct or gross negligence on behalf of such Indemnified Party, and provided it shall act in a manner in which it in good faith believes to be in or not opposed to the best interests of the Company; and provided further , however , that any obligation to an Indemnified Party under this Section 2.5 shall be paid first from insurance proceeds under policies maintained by the Company or from third party indemnities or guarantees, and to the extent such obligation remains unpaid, it shall be paid solely out of and to the extent of the assets of the Company and shall not be a personal obligation of any Member. To the extent that any Indemnified Party has, at law or in equity, duties (including, without limitation, fiduciary duties) to the Company, any Member or other Person bound by the terms of this Agreement, such Indemnified Party acting in accordance with this Agreement shall not be liable to the Company, any Member, or any such other Person for its good faith reliance on (i) the advice of accountants or legal counsel for the Company, or (ii) the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties of an Indemnified Party otherwise existing at law or in equity, are agreed by the Parties to replace or modify such other duties to the greatest extent permitted under applicable Law.

               (c) The Company and each Member (if not the Indemnifying Party) shall be indemnified, defended and held harmless by the other Member (the “Indemnifying Party”) from and against any and all Damages arising out of or incidental to (i) any act performed by the Indemnifying Party (including acts performed as the Member) or its authorized representatives, officers, employees, directors, shareholders, partners and members that is not performed in good faith or within the scope of authority conferred upon the Indemnifying Party or the applicable Person under this Agreement, (ii) the fraud, willful misconduct or gross negligence of the Indemnifying Party or its authorized representatives, officers, employees, directors, shareholders, partners and members or (iii) the breach by the Company of any of its representations or warranties made under any joint venture, purchase, loan or other agreement entered into in connection with the acquisition of Project Assets, which breach was solely the result of written information or matters pertaining to the Indemnifying Party provided or confirmed by such Indemnifying Party; provided , however , that the cumulative indemnification obligation of a Member under this Section 2.5 shall in no event exceed the amount of the Unreturned Investment of the other Member at the time of such indemnification.

               (d) To the fullest extent permitted by law, expenses incurred by an Indemnified Party in defending a civil or criminal action, suit or proceeding arising out of or in connection with this Agreement or the Company’s business or affairs shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Indemnified Party to repay such amount plus interest at the Prime Rate if it is ultimately determined that the Indemnified Party was not entitled to be indemnified by the Company in connection with such action.

               (e) The Company may purchase, at its expense, insurance to insure any Indemnified Party against liability for any breach or alleged breach of its fiduciary responsibilities or any act for which an Indemnified Party may receive indemnification hereunder.

               (f) Any and all indemnity obligations of each Party shall survive any termination of this Agreement or of the Company.

ARTICLE 3

CAPITAL CONTRIBUTIONS; LOANS; CAPITAL ACCOUNTS

          Section 3.1 Issuance of Units . The Company has issued one hundred (100) membership units (each a “Unit” and collectively, the “Units”). Each of the Members owns fifty (50) Units. Additional Capital Contributions may be made and, if necessary, additional Units may be issued, in accordance with terms and conditions approved by the Members. Issuance of additional Units pursuant to this Agreement does not constitute an amendment of this Agreement. Exhibit E attached hereto will be revised from time to time to reflect the Units issued from time to time to the Members. Units shall represent the Interest (including ownership and voting interest), but not necessarily the Profit Interest, of each Member.

          Section 3.2 Initial Capital Contributions . Through March 26, 2009, each Member or its predecessor-in-interest made Capital Contributions to the Company (“Initial Capital Contribution”) as set forth on Schedule 3.2 .

          Section 3.3 Additional Capital Contributions . In the event that one or both of the Members is required to contribute additional capital or lend any funds to the Company as expressly provided in this Agreement or the Board of Directors Approves any such additional capital contribution (each, an “Additional Capital Contribution”), except as otherwise expressly provided in this Agreement, the amounts to be contributed shall be payable by the Members in proportion to their respective Profit Interests or as otherwise expressly provided in this Agreement; provided , however , that prior to the Effective Date but after March 26, 2009, MGM contributed $270 million to the Company as an Additional Capital Contribution (with a corresponding increase to MGM’s Capital Account) and not as a Member Loan. The Members shall not be required to contribute additional capital or lend any funds to the Company except as expressly provided in this Agreement.

          Section 3.4 Letters of Credit . Pursuant to the Construction Facility, concurrently with $1.8 billion (the “Outstanding Facility Funds”) being funded pursuant to the Construction Facility, (1) MGM shall deliver or cause to be delivered the MGM L/C and (2) IW shall deliver or cause to be delivered the DW L/C. The Company shall be entitled to draw on the Letters of Credit without any further action from the Board of Directors as provided in the Construction Facility. Each drawdown on a Letter of Credit by the Company will be treated as an Additional Capital Contribution with a corresponding increase to the Capital Account of the Member whose Letter of Credit was drawn. The revocation, dishonoring, cancellation or other unavailability of a Letter of Credit, for any reason whatsoever, at the time that a drawdown is required as provided in the Construction Facility shall constitute a failure to make a required Additional Capital Contribution by the Member whose Letter of Credit is revoked, dishonored, cancelled or otherwise unavailable for funding, and shall give rise to the rights and remedies of the other Member under Sections 3.5 and 3.6 below. Draws on the Letters of Credit will be made in the following order:

                    (i) the first $135 million from the DW L/C;

                    (ii) the next $224 million from the MGM L/C; and

                    (iii) the next $359 million from the DW L/C.

          Section 3.5 Failure to Make a Capital Contribution . If a Member fails to make any required Capital Contribution as set forth herein from and after the Effective Date (the “Delinquent Member”), then such Delinquent Member shall be subject to the provisions of Article 13. In addition, the Member that did not fail to make any required Capital Contribution as set forth herein (the “Non-Delinquent Member”) may exercise, on notice to the Delinquent Member, one of the following remedies:

               (a) the Non-Delinquent Member (the “Lending Member”) may advance the portion of the Delinquent Member’s Capital Contribution that is in default, with the following results:

                    (i) The sum advanced shall constitute a loan from the Lending Member to the Delinquent Member (each, a “Member Loan”) and a Capital Contribution of that sum to the Company by the Delinquent Member and shall be treated as such by the Parties for U.S. federal, state and local income tax purposes;

                    (ii) The unpaid principal balance of the Member Loan and all accrued unpaid interest shall be due and payable on the tenth day after written demand by the Lending Member to the Delinquent Member;

                    (iii) The unpaid balance of the Member Loan shall bear interest at the Default Interest Rate, compounded monthly, from the day that the advance is deemed made until the date that the Member Loan, together with all accrued interest, is repaid to the Lending Member;

                    (iv) All amounts distributable by the Company to the Delinquent Member shall (A) be paid to the Lending Member until the Member Loan and all accrued interest have been paid in full; (B) constitute a distribution to the Delinquent Member followed by a repayment of the Member Loan and accrued interest from the Delinquent Member to the Lending Member; and (C) be treated as such by the Parties for U.S. federal, state and local income tax purposes;

                    (v) In addition to the other rights and remedies granted to it under this Agreement, the Lending Member has the right to take any action available at law or in equity, at the cost and expense of the Delinquent Member, to obtain payment from the Delinquent Member of the unpaid balance of the Member Loan and all accrued and unpaid interest; and

                    (vi) The Delinquent Member grants to the Company, and to each Lending Member with respect to any Member Loans made to that Delinquent Member, as security, equally and ratably for the payment of all Capital Contributions that the Delinquent Member has agreed to make and the payment of all Member Loans and interest accrued made by Lending Members to that Delinquent Member, a security interest in its assets under the Uniform Commercial Code of the State of Nevada. On any default in the payment of a required Capital Contribution or in the payment of a Member Loan to a Lending Member or interest accrued, the Company or the Lending Member, as applicable, is entitled to all the rights and remedies of a secured party under the Uniform Commercial Code of the State of Nevada with respect to the security interest granted. Each Delinquent Member hereby authorizes the Company and each Lending Member, as applicable, to prepare and file financing statements and other instruments that the Managing Member or the

Lending Member, as applicable, may deem necessary to effectuate and carry out the preceding provisions of this Section 3.5(a).

               (b) the Non-Delinquent Member may contribute the portion of the Delinquent Member’s Capital Contribution that is in default, with the following results: Immediately following the contribution by the Non-Delinquent Member of a portion or all of the Delinquent Member’s Capital Contribution, the Profit Interest of the Non-Delinquent Member in the Company shall be increased and the Profit Interest of the Delinquent Member in the Company shall be decreased, with the result that such change in Profit Interest shall be permanent, and the Delinquent Member shall not have the option, other than pursuant to this Section 3.5(b), to restore its initial Profit Interest by making a curative Capital Contribution at a later time. The resulting Profit Interest of the Non-Delinquent Member shall be the number of percentage points (rounded to the nearest one hundredth of a percentage point) determined in accordance with the following formula: (A) determine the Profit Interest of the Non-Delinquent Member immediately prior to the corresponding Additional Capital Contribution and (B) add the Individual Base Profit Interest Addition corresponding to such Member with respect to such Additional Capital Contribution and (C) add the Individual Adjusted Profit Interest Addition corresponding to such Member with respect to such Additional Capital Contribution. The resulting Profit Interest of the Delinquent Member shall be the number of percentage points (rounded to the nearest one hundredth of a percentage point) determined in accordance with the following formula: (A) determine the Profit Interest of such Delinquent Member immediately prior to the corresponding Additional Capital Contribution, (B) subtract the Individual Base Profit Interest Subtraction corresponding to such Member with respect to such Additional Capital Contribution and (C) subtract the Individual Adjusted Profit Interest Subtraction corresponding to such Member with respect to such Additional Capital Contribution. The “Profit Interest” of each of MGM and IW as of the Effective Date is 50%. The Company shall not issue Units to any Member solely to reflect any increase in any Member’s Profit Interest, and a Member’s Interest shall not be deemed to increase or decrease solely as a result of an increase or decrease in the Member’s Profit Interest. For purposes of this Section 3.5(b), any failure by MGM or MGM MIRAGE to perform its obligations under the Construction Completion Guaranty shall be treated in the same manner as a failure of MGM to make a required Capital Contribution and to the extent that IW elects, in its sole and absolute discretion, to cure such failure to perform by advancing funds on MGM’s or MGM MIRAGE’s behalf, then such advances shall be treated the same as a contribution of MGM’s (as a Delinquent Member) Capital Contribution under this Section 3.5(b).

     For the purposes of this Section 3.5(b), (1) “Base Profit Interest” shall mean, with respect to a Member, the percentage equivalent of a fraction, the numerator of which shall be the aggregate Capital Contributions made to the Company by such Member pursuant to this Agreement, and the denominator of which shall be the aggregate Capital Contributions made to the Company by all the Members pursuant to this Agreement, (2) “Individual Adjusted Profit Interest Addition” shall mean the product of (i) 0.5 and (ii) the difference between (A) the Base Profit Interest of such Member immediately after the corresponding Additional Capital Contribution and (B) the Base Profit Interest of such Member immediately prior to such Additional Capital Contribution, (3) “Individual Base Profit Interest Addition” shall mean the difference between (A) the Base Profit Interest of such Member immediately after such Additional Capital Contribution and (B) the Base Profit Interest of such Member immediately prior to such Additional Capital Contribution, (4) “Individual Adjusted Profit Interest Subtraction” shall mean the product of (i) 0.5 and (ii) the difference between (A) the Base Profit Interest of such Member immediately prior to such Additional Capital Contribution and

(B) the Base Profit Interest of such Member immediately after such Additional Capital Contribution, and (5) “Individual Base Profit Interest Subtraction” shall mean the difference between (A) the Base Profit Interest of such Member immediately prior to such Additional Capital Contribution and (B) the Base Profit Interest of such Member immediately after such Additional Capital Contribution.

     By way of illustration, assume that (A) the Base Profit Interest and the Profit Interest of each Member is fifty percent (50%), in each case, immediately prior to a Additional Capital Contribution; (B) each of the Parties have made a prior Capital Contribution of $3,000,000,000; (C) the Members approve an Additional Capital Contribution pursuant to Section 3.3 hereof in the amount of $500,000,000, and (D) IW contributes only $150,000,000 (versus $250,000,000). If MGM contributes the $100,000,000 shortfall by IW in addition to its own $250,000,000 pro rata share of the Capital Contribution, the resulting Profit Interest of MGM following such contribution would be 52.31%, determined as follows:

Base Profit Interest of MGM after the Additional Capital Contribution:

[$3,000,000,000 plus $350,000,000] divided by [$6,500,000,000] = 51.54%

Base Profit Interest of MGM prior to the Additional Capital Contribution:

50%

Individual Adjusted Profit Interest Addition of MGM as a result of the Additional Capital Contribution:

(51.54%-50%) x 0.5 = 0.77%

Individual Base Profit Interest Addition of MGM as a result of the Additional Capital Contribution:

(51.54%-50%) = 1.54%

Profit Interest of MGM after the Additional Capital Contribution:

50% + 1.54% + 0.77% = 52.31%.

Accordingly, the resulting Profit Interest of MGM would be 52.31%.

Assume that, following such Additional Capital Contribution, each of the Members approve a second Additional Capital Contribution pursuant to Section 3.3 in the amount of $100,000,000, and IW fails to contribute any of such second Additional Capital Contribution. If MGM contributes the $50,000,000 shortfall by IW in addition to its own $50,000,000 pro rata share of the second Additional Capital Contribution, the resulting Profit Interest of MGM following such contribution would be 53.41%, determined as follows:

Base Profit Interest of MGM after the second Additional Capital Contribution: [$3,000,000,000 plus $350,000,000 plus $100,000,000] divided by [$6,600,000,000] = 52.27%

Base Profit Interest of MGM immediately prior to the second Additional Capital Contribution: [$3,000,000,000 plus $350,000,000] divided by [$6,500,000,000] = 51.54%

Individual Adjusted Profit Interest Addition of MGM as a result of the second Additional Capital Contribution:

(52.27%-51.54%) x 0.5 = 0.37%

Individual Base Profit Interest Addition of MGM as a result of the second Additional Capital Contribution:

(52.27%-51.54%) = 0.73%

Profit Interest of MGM immediately prior to the second Additional Capital Contribution:

52.31%.

Profit Interest of MGM after the second Additional Capital Contribution:

52.31% + 0.73% + 0.37% = 53.41%.

          Section 3.6 Additional Remedies for Failure to Make an Additional Capital Contribution . In addition to the remedies provided under Section 3.5, the Company may, on notice to a Delinquent Member, take such action, at the cost and expense of the Delinquent Member, to obtain payment by the Delinquent Member of the portion of the Delinquent Member’s Additional Capital Contribution that is in default, together with interest on that amount at the Default Interest Rate from the date that the Additional Capital Contribution was due until the date that it is made, provided , however , that in the event that a Member fails to make its Additional Capital Contribution within ten (10) Business Days following the receipt of written notice from the other Member that the Additional Capital Contribution is due, then such Delinquent Member shall also be required to pay the other Member an “inconvenience fee” equal to ten percent (10%) of any Additional Capital Contribution shortfall. The Delinquent Member’s obligation to make Additional Capital Contributions or repay any Member Loan to a Lending Member shall be recourse to such Delinquent Member (except to the extent and after such time that the Non-Delinquent Member elects to make a contribution of any portion of the Delinquent Member’s Additional Capital Contribution). The Delinquent Member shall have direct liability for the Delinquent Member’s obligation to make Capital Contributions or repay any loan to a Lending Member. Payment of interest and the inconvenience fee shall not be treated as Capital Contributions and shall not increase the Capital Account of the paying Member.

          Section 3.7 Capital Accounts .

               (a) There shall be maintained for each Member a separate capital account (“Capital Account”) which shall be governed and maintained throughout the existence of the

Company in accordance with the provisions of Regulations Section 1.704-1(b)(2)(iv). Without limiting the generality of the foregoing, a Member’s Capital Account shall be increased by (A) the amount of money contributed by such Member to the Company, (B) the Gross Asset Value of any property contributed by such Member to the Company (net of liabilities securing such contributed property that the Company is considered to assume or take subject to pursuant to Code Section 752), (C) the amount of any Profits allocated to such Member and any items in the nature of income or gain which are specially allocated to such Member hereunder, and (D) the amount of any Company liabilities assumed by such Member or which are secured by any property distributed to such Member. A Member’s Capital Account shall be decreased by (X) the amount of money and the Gross Asset Value of any property distributed to such Member by the Company (net of liabilities securing such distributed property that such Member is considered to assume or take subject to under Code Section 752), (Y) the amount of any Losses allocated to such Member and any items in the nature of expenses or losses which are specially allocated to such Member hereunder, and (Z) the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company.

               (b) Notwithstanding Section 3.7(a) above, the principal amount of a promissory note which is not readily traded on an established securities market and which is contributed to the Company by the maker of the note (or a Person related to the maker of the note within the meaning of Regulations Section 1.704-1(b)(2)(ii)( c )) shall not be included in the Capital Account of any Person until the Company makes a taxable disposition of the note or until (and to the extent) principal payments are made on the note, all in accordance with Regulations Section 1.704-1(b)(2)(iv)( d )( 2 ).

               (c) Upon the Transfer of a Member’s Unit in accordance with the terms of this Agreement, the Transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Unit.

               (d) The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event that at any time during the existence of the Company the Tax Matters Partner, with the advice of legal counsel or accountants, shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to comply with such Regulations, the Tax Matters Partner may make such modification.

          Section 3.8 Return of Capital . Except as specifically provided herein, no Member may withdraw capital from the Company. To the extent any cash that any Member is entitled to receive pursuant to any provision of this Agreement would constitute a return of capital, each of the Members consents to the withdrawal of such capital. If any capital is, or is to be, returned to a Member, the Member shall not have the right to receive property other than cash, except as otherwise expressly provided in this Agreement. No interest shall be payable on the Capital Contributions made by the Members to the Company. The Members hereby agree that any payment received by MGM or its Affiliate pursuant to an Additional Agreement shall not be deemed a withdrawal of capital by, or a return of capital to, MGM or its Affiliates.

          Section 3.9 Gross Asset Value .

               (a) “ Gross Asset Value ” means, with respect to any asset, the asset’s adjusted basis for U.S. federal income tax purposes, except as follows:

                    (i) The initial Gross Asset Value for any asset (other than money) contributed by a Member to the Company shall be as determined by the Members by unanimous approval;

                    (ii) The Gross Asset Value of all Company assets shall be adjusted to equal their respective gross fair market values, as Approved by the Board of Directors, as of the following times: (i) the acquisition of additional Profit Interests or Units in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of cash or property as consideration for Units in the Company, if (in any such event) such adjustment is necessary or appropriate, in the reasonable judgment of the Members, to reflect the relative economic interests of the Members in the Company; (iii) the liquidation of the Company for U.S. federal income tax purposes pursuant to Regulations Section 1.704-1(b)(2)(ii)( g ); or (iv) the grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in a Member capacity, or by a new Member acting in a Member capacity or in anticipation of being a Member;

                    (iii) The Gross Asset Value of any Company asset distributed to any Member shall be adjusted to equal its gross fair market value on the date of distribution as Approved by the Board of Directors;

                    (iv) The Gross Asset Value of the Company’s assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulation Section 1.704-1(b)(2)(iv)( m ) and Section 3.9(c) hereof; provided , however , that Gross Asset Values shall not be adjusted pursuant to this Section 3.9(a)(iv) to the extent that an adjustment pursuant to Section 3.9(a)(ii) of this definition is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this Section 3.9(a)(iv); and

                    (v) If the Gross Asset Value of an asset has been determined or adjusted pursuant to Sections 3.9(a)(i), 3.9(a)(ii) or 3.9(a)(iv) above, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account from time to time with respect to such asset for purposes of computing Profits and Losses.

               (b) Upon the occurrence of any event specified in Regulations Section 1.704-1(b)(2)(iv)( f ), the Members, by unanimous approval, may cause the Capital Accounts of the Members to be adjusted to reflect the Gross Asset Value of the Company’s assets at such time in accordance with such Regulation if the Members, by unanimous approval, determines that the Gross Asset Value of the Company’s assets has materially appreciated or depreciated in such an amount so as to render such adjustment necessary to preserve the economic arrangement of the Members.

               (c) To the extent an adjustment to the adjusted tax basis of any Company asset under Code Section 734(b) or 743(b) is required to be taken into account in determining

Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)( m ), the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such section of the Regulations.

          Section 3.10 Completion Guaranty . Any payments made by MGM or MGM MIRAGE pursuant to the Construction Completion Guaranty shall not constitute Capital Contributions to the Company, but rather shall be treated as paid outside the Company by MGM or MGM MIRAGE in its individual capacity and not as (or on behalf) of a Member. Similarly, all distributions received by MGM or MGM MIRAGE pursuant to the Cash Proceeds Letter shall not constitute distributions of Distributable Cash, but rather shall be treated as paid outside the Company.

          Section 3.11 Harmon Completion Guaranty . Any payments made by MGM or MGM MIRAGE pursuant to the Harmon Completion Guaranty shall not constitute Capital Contributions to the Company, but rather shall be treated as paid outside the Company by MGM or MGM MIRAGE in its individual capacity and not as (or on behalf) of a Member.

ARTICLE 4

COVENANTS

          Section 4.1 Intentionally Omitted .

          Section 4.2 Licensing .

               (a)  Cooperation . Each Member shall use commercially reasonable efforts to prepare, file and process applications to obtain all necessary Gaming registrations, licenses, findings of suitability and approvals from Gaming Authorities that are required for the Company and its Subsidiaries to operate the Project. Further, each Member shall, and shall use commercially reasonable efforts to cause the members of such Members to, use commercially reasonable efforts to prepare, file and process applications to obtain all necessary Gaming registrations, licenses, findings of suitability and approvals from Gaming Authorities that are required in connection with the ownership of an interest in the Company and to obtain as soon as practicable all consents necessary to permit the Company to consummate its purposes as set forth in Section 1.4 hereof without breaching or violating any applicable Gaming Law. Each Member shall, and shall cause its Affiliates to, (i) reasonably cooperate with any investigation by any Gaming Authority having jurisdiction over any Member or any Affiliate of any Member, and use its best efforts to promptly comply with any directives of any such Gaming Authority, and (ii) use its commercially reasonable efforts to cause any Transferee of any portion of its Units likewise to so cooperate and comply. Each Member agrees that it shall not intentionally take any action or omit to take any action that would have the effect of adversely affecting any Gaming registration, license, approval, finding of suitability or permit held by any Member or Affiliate thereof. The Members and their Affiliates shall fully cooperate in connection with any review of this Agreement by any Gaming Authority. Each Member shall cooperate reasonably and shall (i) furnish upon request to each other such further information, (ii) execute and deliver to each other such other documents, and (iii) do such

other acts and things, as may be reasonably requested by the other Member or the Managing Member in obtaining the licenses and consents referred to in this Section 4.2. Each Member acknowledges that monetary damages alone would not be adequate compensation for a breach of this Section 4.2 and the Members agree that a non-breaching Member shall be entitled to seek a decree or order from a court of competent jurisdiction for specific performance to restrain a breach or threatened breach of this Section 4.2 or to require compliance by a Member with this Section 4.2.

          In the event that either Member shall intentionally obstruct the process for the Gaming Approvals in a manner that results in an unreasonable delay in receiving such Gaming Approvals, then:

                    (i) If IW shall be the party so obstructing and continuing to obstruct ten (10) Business Days after IW’s receipt of written notice specifying such obstruction from MGM, then, at the election of MGM, either (A) MGM may elect to purchase all rights and title to all of the Units owned directly or indirectly by IW and its Affiliates at the lesser of (1) the Conditional Transfer Price and (2) the amount of the Unreturned Investment for IW, and IW will Transfer and sell such Units to MGM, or (B) MGM may obtain an injunction to exercise specific performance rights requiring IW’s cooperation with the process for the Gaming Approvals.

                    (ii) If MGM shall be the party so obstructing and continuing to obstruct ten (10) Business Days after MGM’s receipt of written notice specifying such obstruction from IW, then, at the election of IW, either (A) MGM shall purchase all rights and title to all of the Units owned directly or indirectly by IW and its Affiliates at the greater of (1) the Conditional Transfer Price and (2) the amount of the Unreturned Investment for IW, and IW will Transfer and sell such Units to MGM, or (B) IW may obtain an injunction to exercise specific performance rights requiring MGM’s cooperation with the process for the Gaming Approvals.

In the event that either Member elects to have MGM purchase all rights and title to all of the Units of IW, then the payment of the applicable purchase price shall be in cash by wire transfer of federal funds and the Transfer of Units shall take place no later than one hundred eighty (180) days following the date such Member makes an election to have MGM purchase the Units (the “Cash Purchase Procedure”).

               (b)  Delayed Gaming Approval . The Members agree that, in the event that the Managing Member, based on its reasonable judgment, including its consultation with Approved Counsel, believes that the IW Gaming Approvals will likely not be granted or issued until some time after the anticipated Casino Opening Date, the Company and the Managing Member or its Affiliate will enter into one or more lease agreements (the “Lease Agreements”) prior to the anticipated Casino Opening Date, which Lease Agreements, while in effect, would replace the corresponding provisions in the Operations Management Agreements for all Gaming Components, and pursuant to which MGM or its Affiliate will lease all such Gaming Components from the Company and operate and manage such Gaming Components. The terms of such Lease Agreement shall be Approved by the Board of Directors and shall provide for such payment terms to the Company to reflect substantially the identical economic benefits that the Company would have realized from such Gaming Components had the Operations Management Agreements been in effect. The Lease Agreements shall terminate five (5) Business Days after the IW Gaming Approvals have been duly issued. For the purposes of this Section 4.2, “IW Gaming Approvals” shall mean all Gaming Approvals necessary for IW to obtain in order for the Company to own or

operate, directly or through a Subsidiary, any Gaming Component, for IW to hold any ownership or other interest in the Company, or for MGM or its Affiliates to be associated with IW or its Affiliates in connection with the Project or the Company.

               (c)  Rejection of Gaming Approval .

                    (i) At any time prior to the date on which IW receives the IW Gaming Approvals, in the event that MGM or its Affiliates are prohibited by the Gaming Authorities in the State of Nevada from being associated with IW or its Affiliates in connection with the Project or the Company, the IW Gaming Approvals shall be deemed to have been rejected, and “Casino Opening Date” shall mean the date on which the Cesar Pelli-designed resort casino opens for business to the public.

                    (ii) In the event that the Company obtains an opinion of Approved Counsel or guidance from Approved Counsel or from the applicable Gaming Authorities that the IW Gaming Approvals will likely be rejected or revoked at any time, the Members hereby agree as follows:

                         (1) If, notwithstanding IW’s continuing ownership of the Company, (A) the Company obtains an opinion or guidance from Approved Counsel or from the applicable Gaming Authorities that the Gaming Components may continue to be operated pursuant to the Lease Agreements (or any other arrangements to permit the operating of the Gaming Components) and (B) MGM or its Affiliates are not prohibited from being associated with IW or its Affiliates in connection with the Project or the Company, then IW and MGM shall remain Members of the Company pursuant to this Agreement so long as the previous clauses (A) and (B) continue to be true.

                         (2) If, due to IW’s continuing ownership of the Company, (A) the Company obtains an opinion or guidance from Approved Counsel or from the applicable Gaming Authorities that the Gaming Components may not continue to be operated pursuant to the Lease Agreements (or any other arrangements to permit the operating of the Gaming Components) and (B) MGM or its Affiliates are prohibited from being associated with IW or its Affiliates in connection with the Project or the Company, then MGM may elect to purchase all rights and title to all of the Units owned directly or indirectly by IW and its Affiliates at the amount of the Unreturned Investment for IW, and IW will transfer and sell such Units to MGM. Such purchase shall be consummated in accordance with the Cash Purchase Procedure.

               (d)  Remedies Not Exclusive . Availability of any other remedy to the Members under this Agreement, including, but not limited to such remedies set forth in Article 13 hereof, shall not in any manner be deemed to limit, abridge, or restrict the rights of the Members set forth in this Section 4.2.

          Section 4.3 Ancillary Agreements .

               (a) The Company and MGM or an Affiliate of MG