AMENDMENT NO. 1 TO THE LIMITED LIABILITY COMPANY AGREEMENT OF CITYCENTER HOLDINGS, LLC

Exhibit 10.1

AMENDMENT NO. 1
TO
THE LIMITED LIABILITY COMPANY AGREEMENT
OF CITYCENTER HOLDINGS, LLC

     This Amendment No.1 (this “Amendment”), dated as of November 15, 2007 (the “Amendment Effective Date”), to the Limited Liability Company Agreement is entered into by and between PROJECT CC, LLC, a Nevada limited liability company (“MGM”) and INFINITY WORLD DEVELOPMENT CORP., a Nevada corporation (“DW”) (MGM and DW are hereinafter referred to individually as a “Member” and collectively as the “Members”).

RECITALS

     WHEREAS, MGM and DW entered into that certain Limited Liability Company Agreement (the “Agreement”), dated August 21, 2007, with respect to the subject matters set forth therein; and

     WHEREAS, MGM and DW desire to amend the Agreement as set forth in this Amendment.

     NOW, THEREFORE, in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

AGREEMENT

Section 1

Defined Terms. Each capitalized term used and not defined herein shall have the meaning assigned to it in the Agreement (as amended hereby).

Section 2

Amendment to the Agreement. Effective as of the Amendment Effective Date, the Agreement is hereby amended:

     (A) PREAMBLE

	(i)		by replacing the phrase “a Nevada limited liability company (“Project LLC”), manage, design, plan,” with the phrase “a Nevada limited liability company, and to manage, design, plan,” in the second paragraph of the preamble.
	(ii)		by replacing the phrase “desire to enter into this Agreement.” with the phrase “desire to enter into this Agreement;” in the third paragraph of the preamble.

	(iii)		by removing the word “and” immediately after the phrase “the membership interests in Project Owner to the Company;” in the fourth paragraph of the preamble.
	(iv)		by replacing the phrase “all as more particularly set forth herein.” with the phrase “all as more particularly set forth herein;” in the fifth paragraph of the preamble.
	(v)		by adding the paragraph “ WHEREAS, the parties entered into the Limited Liability Company Agreement of CityCenter Holdings, LLC (the “Prior Agreement”) on August 21, 2007 (the “Signing Date”); and” immediately after the fifth paragraph of the preamble.
	(vi)		by adding the paragraph “WHEREAS, the parties desire to amend and restate the Prior Agreement pursuant to this Agreement.” immediately after the sixth paragraph of the preamble.

     (B) ARTICLE 1

	(i)		by adding the phrase “, which shall be called CityCenter Holdings, LLC,” immediately after the phrase “the Members shall form and establish a limited liability company” in the first sentence of Section 1.1 of the Agreement.
	(ii)		by replacing the term “‘Contribution Agreement’.” with the term ““Contribution Agreement.”” in the third sentence of Section 1.1 of the Agreement.
	(iii)		by replacing the word “subsidiaries” with the term “Subsidiaries” in the third sentence of Section 1.4 of the Agreement.
	(iv)		by removing the phrase “,or each potential class,” immediately after the phrase “and operate its business, and own each” in Section 1.10 of the Agreement.
	(v)		by replacing the definitions found in Section 1.11 of the Agreement with the following list of definitions.

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

     “Accounted Condo Units” has the meaning set forth in Section 3.2(b)(v)(4)(O) hereof.

     “Act” has the meaning set forth in the preamble hereof.

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

     “Actual Pre-Closing Development Costs” shall mean the actual amount of aggregate Development Costs paid by MGM and its Affiliates during the period beginning with the

inception of the Project and ending on the Closing Date and set forth in the Post-Closing Statement.

     “Actual Pre-Closing Residential Proceeds” shall mean 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 condominium units.

     “Actual Pre-Opening Costs” shall mean the actual amount of aggregate pre-opening and start-up expenses paid by MGM and its Affiliates during the period beginning with the inception of the Project and ending on the Closing Date and set forth in the Updated Pre-Closing Statement.

     “Actual Residential Sales” has the meaning set forth in Section 3.2(b)(v)(4)(I) hereof.

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

     “Adjusted Capital Account Deficit” has the meaning set forth in Section 5.6 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, shall mean 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 first paragraph of this Agreement .

     “Allocation Statement” has the meaning set forth in Section 3.8(a)(i) hereof.

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

     “Alternative CVA Distribution” has the meaning set forth in Section 3.2(b)(v)(3) hereof.

     “Ancillary Agreement” shall mean 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 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.

     “Anticipated Pre-Financing Construction Costs” has the meaning set forth in Section 3.2(b)(iv) hereof.

     “Appraisal Notice” has the meaning set forth in Section 13.5(a) hereof.

     “Appraised Value” has the meaning set forth in Section 13.5(a) hereof.

     “Approval” or “Approved” shall mean, with the respect to the Board of Directors, the approval by (i) 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 DW or its Affiliate is a Member, at least one Representative designated by DW.

     “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.

     “Base Initial Contingent Value Adjustment” has the meaning set forth in Section 3.2(b)(v)(4)(B).

     “Base Profit Interest” has the meaning set forth in Section 3.4(b)(i)(1) hereof.

     “Board of Directors” has the meaning set forth in Section 9.1 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, at any time, the Initial Business Plan or any subsequent Business Plan for the Project, prepared by the Managing Member and Approved by the Board of Directors in accordance with Sections 7.9 and 9.3 hereof, as such Business Plan(s) 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 3.6 hereof.

     “Capital Contribution” shall mean Initial Capital Contribution or Subsequent Capital Contribution.

     “Casino CO Delay Adjustment” has the meaning set forth in Section 3.2(b)(v)(4)(D) hereof.

     “Casino Opening Date” has the meaning set forth in Section 4.2 hereof.

     “Closing Date” means the date on which the Initial Capital Contributions are made pursuant to Section 3.2, which Closing Date shall not be later than March 31, 2008, provided however, that if approvals that are a condition precedent to either Member’s obligation to make its Initial Capital Contribution have not been obtained as of March 31, 2008 and the parties are

using diligent efforts to obtain such approvals, then the Closing Date shall be extended to June 30, 2008.

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

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

     “Company Accountants” means Deloitte & Touche, LLP.

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

     “Condition” means the DW Conditions Precedent and the MGM Conditions Precedent.

     “Conditional Transfer Price” shall mean, with respect to the Units to be Transferred pursuant to Section 4.2(c), 100% of the Appraised Value of such Units.

     “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, as such budget shall be amended from time to time in accordance with this Agreement. The Construction Budget shall incorporate costs incurred in connection with the Project since inception of the Project by MGM and its Affiliates. Without limiting the foregoing, 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 initial Construction Budget for the Project has been approved by the Members as of the Signing Date. All future Construction Budgets, including any amendments, modifications and/or supplements thereof and thereto, will be in the same form as the Construction Budget. A summary of the Construction Budget is set forth on Exhibit J.

     “Construction Budget Adjustment” has the meaning set forth in Section 3.2(b)(v)(4)(C) hereof.

     “Contingent Value Adjustment Distribution” has the meaning set forth in Section 3.2(b)(v)(4)(R) hereof.

     “County” means Clark County, Nevada.

     “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.

     “Current Owners” means Bellagio, LLC, Treasure Island Corp., April Cook Companies, Restaurant Ventures of Nevada, Project CC, LLC, Boardwalk Casino, LLC, and Victoria Partners, a Limited Partnership collectively constituting the owners of legal title to the Project as of the date prior to the date of this Agreement.

     “Deductible” has the meaning set forth in Section 13.3(a)(ii) hereof.

     “Default Interest Rate” means 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 3.4 hereof.

     “Development Agreement” shall mean 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 DW pursuant to this Agreement).

     “Development Management Agreement” shall mean the agreement or term sheet between MGM or its Affiliate and the Company, as approved by the Members, providing for the management by MGM or its Affiliate of the designing, planning, development, construction, sales and marketing of the Project, in either case, in the form attached hereto as Exhibit D.

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

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

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

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

     “DPA” means the Exon-Florio Amendment at Section 721 of the Defense Production Act of 1950.

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

     “DW” has the meaning set forth in the first paragraph of this Agreement.

     “DW Conditions Precedent” has the meaning set forth in Section 3.2(b)(ii) hereof.

     “DW Delay Days” has the meaning set forth in Section 3.2(b)(v)(4)(M) hereof.

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

     “DW Indemnitee” has the meaning set forth in Section 13.3(a)(i) of this Agreement.

     “DW Tax Liability” has the meaning set forth in Section 4.10(a) hereof.

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

     “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.

     “Excluded Delay Days” has the meaning set forth in Section 3.2(b)(v)(4)(K) 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” shall mean war, terrorism, explosion, bombing, revolution, riots, civil commotion, strikes, lockout, inability to obtain labour 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, beyond the Development Manager’s control.

     “Force Majeure Delay Days” has the meaning set forth in Section 3.2(b)(v)(4)(L) hereof.

     “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 3.8 hereof.

     “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

     “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.

     “Indemnification Purchase Notice” has the meaning set forth in Section 13.3(a)(iii) 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 3.4(b)(i)(2) hereof.

     “Individual Adjusted Profit Interest Subtraction” has the meaning set forth in Section 3.4(b)(i)(4) hereof.

     “Individual Base Profit Interest Addition” has the meaning set forth in Section 3.4(b)(i)(3) hereof.

     “Individual Base Profit Interest Subtraction” has the meaning set forth in Section 3.4(b)(i)(5) hereof.

     “Initial Adjustment Date” has the meaning set forth in Section 3.2(b)(v)(1) hereof.

     “Initial Business Plan” has the meaning ascribed to such term in Section 7.9(a), as such Initial Business Plan may be, from time to time, amended, modified or supplemented in accordance with the terms and provisions of this Agreement. As of the date hereof, the Members have each approved the Initial Business Plan.

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

     “Initial Contingent Value Adjustment” has the meaning set forth in Section 3.2(b)(v) hereof.

     “Initial Contingent Value Adjustment Distribution” has the meaning set forth in Section 3.2(b)(v)(4)(A) hereof.

     “Initial Pre-Closing Development Cost Estimate” shall mean the amount set forth on Exhibit I and is the estimated aggregate Development Costs paid by MGM and its Affiliates during the period beginning with the inception of the Project and ending on the Closing Date.

     “Initial Pre-Closing Residential Proceeds Estimate” shall mean the amount set forth on Exhibit I and is the estimated amount of (A) the actual 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 condominium units.

     “Initial Pre-Opening Cost Adjustment” has the meaning set forth in Section 3.2(b)(iii)(2)(B) hereof.

     “Initial Pre-Opening Cost Estimate” shall mean the amount set forth on Exhibit I and is the estimated aggregate pre-opening and start-up expenses paid by MGM and its Affiliates during the period beginning with the inception of the Project and ending on the Closing Date.

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

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

     “Lending Member” has the meaning set forth in Section 3.4 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).

     “Liability Limitation Option” has the meaning set forth in Section 13.3(a)(iii ) hereof.

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

     “Loss” means any loss, liability, claim, damage, expense (including reasonable attorneys’ fees), whether or not involving a third party claim and without taking into account any related insurance payments.

     “Major Contract” means any contract under which the Company would be required to make payments or incur liabilities in excess of $50.0 million.

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

     “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 $50.0 million.

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

     “Material Competitor” means the entities identified in Exhibit H.

     “Member” and “Members” has the meaning set forth in the first paragraph of this Agreement.

     “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 first paragraph of this Agreement.

     “MGM Additional Contribution” has the meaning set forth in Section 4.10(a) hereof.

     “MGM Conditions Precedent” has the meaning set forth in Section 3.2(a)(ii) hereof.

     “MGM Indemnitee” has the meaning set forth in Section 13.4 of this Agreement.

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

     “MGM MIRAGE Purchase Note” has the meaning set forth in Section 4.2(a)(ii) hereof.

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

     “Net Development Costs” has the meaning set forth in Section 3.2(b)(v)(4)(H) hereof.

     “Net Qualified Residential Sale Proceeds” has the meaning set forth in Section 3.2(b)(v)(4)(Q) hereof.

     “Net Residential Proceeds” shall mean 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” shall mean a Member who is not a Defaulting Member.

     “Non-Delinquent Member” has the meaning set forth in Section 3.4 hereof.

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

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

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

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

     “Operations Management Agreement” shall mean the agreement or term sheet between MGM or its Affiliate and the Company, as approved by the Members, providing for management of all operations of the Project by MG