Exhibit 10.1

LIMITED LIABILITY COMPANY AGREEMENT

OF

CITYCENTER HOLDINGS, LLC

Dated as of August 21, 2007

LIMITED LIABILITY COMPANY AGREEMENT

OF

CITYCENTER HOLDINGS, LLC

This Limited Liability Company Agreement (this “Agreement”) is made as of August 21, 2007 (the “Signing Date”), by and between MIRAGE RESORTS, INCORPORATED, a Nevada corporation (“MGM”), and DUBAI WORLD, a Dubai, United Arab Emirates government decree entity (“DW”) (MGM and DW are hereinafter referred to individually as a “Member” and collectively as the “Members”).

PREAMBLE

     WHEREAS, MGM, through one or more Affiliates, owns the Project Assets;

     WHEREAS, the Members desire to form the Company to own, directly or indirectly through its Subsidiary, CityCenter, LLC, a Nevada limited liability company (“Project LLC”), 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”).

     WHEREAS, the parties deem a limited liability company agreement to be necessary and advisable to set out their agreement as to the conduct of business and the affairs of the Company, and desire to enter into this Agreement.

     WHEREAS, MGM presently intends (i) to contribute the Project Assets to a recently formed, bankruptcy remote, special purpose entity (“Project Owner”) and, thereafter, (ii) to contribute 100% of the membership interests in Project Owner to the Company; and

     WHEREAS, contemporaneous with the contribution by MGM, DW desires to make certain cash capital contributions to the Company, all as more particularly set forth herein.

     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 . Within 5 days following the satisfaction or waiver of each of the Conditions set forth in Sections 3.2(a)(ii)(4)-(7) and 3.2(b)(ii)(5)-(11) hereof, the Members shall form and establish a limited liability company (the “Company”) under and pursuant to the provisions of the Act, and upon the terms and conditions set forth in this Agreement. Notwithstanding the legal formation of the Company by the filing of a certificate of formation, the parties agree that this Agreement shall be in full legal force and effect as to all provisions that relate to anything that shall occur and any and all rights and obligations of the parties that accrue or are in any way relevant during the period prior to the filing of such certificate of formation. It is further expressly understood and agreed that this Agreement shall also be considered a “Contribution Agreement”. Accordingly, MGM hereby agrees to contribute, or to cause the contribution, of the Project to the Company, and DW hereby agrees to contribute its Initial Capital Contribution, on the terms and provisions set forth in this Agreement.

          Section 1.2 Name . The name of the Company shall be 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 shall register 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 shall commence 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, or each potential class, of the properties, 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 hereof.

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

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

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

“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.

“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” means this Operating Agreement, as the same may be modified or amended from time to time in accordance with the terms hereof.

“Allocation Statement” has the meaning set forth in Section 3.8 hereof.

“Alternate” has the meaning set forth in Section 9.1 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) hererof.

“Appraisal Notice” has the meaning set forth in Section 11.8 hereof.

“Appraised Value” has the meaning set forth in Section 11.8 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 3.4(b)(v).

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

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

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

“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” means CityCenter Holdings, LLC, a Delaware limited liability company.

“Company Accountants” means Deloitte & Touche, LLP.

“Company Buyout Notice” has the meaning set forth in Section 9.3(d)(iii)(2).

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

“Company Termination Price” has the meaning set forth in Section 9.3(d)(iii)(2).

“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) hereof.

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

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

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

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

“Defaulting Member” has the meaning set forth in Section 13.1 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); provided, however, that Development Costs and Construction Budget shall expressly exclude the capital expenditures and other fees or expenses related to the People Mover.

“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.

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

“DW Cash Adjustment Distribution” has the meaning set forth in Section 3.2(b)(iii)

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

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

“Early Purchase Procedure” has the meaning set forth in Section 4.2 hereof.

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

“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) 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) 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 hereof.

“Indemnified Party” has the meaning set forth in Section 2.5 hereof.

“Indemnitee” means any Person that is seeking indemnification from an Indemnitor pursuant to the provisions of Section 13.3 of this Agreement.

“Indemnitor” means any Party from which any Indemnitee is seeking indemnification pursuant to the provisions of Section 13.3 of this Agreement.

“Individual Adjusted Profit Interest Addition” has the meaning set forth in Section 3.4 hereof.

“Individual Adjusted Profit Interest Subtraction” has the meaning set forth in Section 3.4 hereof.

“Individual Base Profit Interest Addition” has the meaning set forth in Section 3.4 hereof.

“Individual Base Profit Interest Subtraction” has the meaning set forth in Section 3.4 hereof.

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

“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).

“Lease Agreement” has the meaning set forth in Section 4.2(b) 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 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” means, individually or collectively, as applicable, the parties named as such in the first paragraph of this Agreement or any successor to either party by Transfer expressly permitted by 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 Cash Adjustment Distribution” has the meaning set forth in Section 3.2(b)(iii) hererof.

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

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

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

“Non Managing Member” means any Member other than the Managing Member.

“Offer Amount” has the meaning set forth in Section 9.3(d)(iii)(2) 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.

“Offeree Member” has the meaning set forth in Section 9.3(d)(iii)(2).

“Offeror Member” has the meaning set forth in Section 9.3(d)(iii)(2).

“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 MGM or its Affiliate in the form attached hereto as Exhibit E.

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

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

“Passive Member” has the meaning set forth in Section 11.4 hereof.

“Permitted Liens” means (a) Liens existing on the Signing Date and disclosed to DW either (i) in written correspondence delivered to DW on or prior to the Signing Date, or (ii) in Nevada Title Company report dated September 6, 2006, No. 05-12-0916-MME and Nevada Title Company report dated July 3, 2006, No. 06-07-0488-DTL, (b) Liens on the any property to secure all or part of the

cost of improvements or construction thereon; (c) Liens resulting from Liens to any governmental entity, including, but not limited to, pollution control or industrial revenue bond financing, (d) Liens required by any contract or statute in order to perform any contract or subcontract made with or at the request of a governmental entity, (e) mechanic’s materialmen’s carrier’s or other like Liens arising in the ordinary course of business, (f) Liens consisting of zoning or planning restrictions, easements, rights of way, encroachments, conflicts, discrepancies, overlapping of improvements, protrusions, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property in the operation of its business, (g) Liens that are de minimis in nature or amount, (h) Liens for current taxes, assessments, fees, levies and similar charges imposed by any federal, state or local taxing authority, including, without limitation, interest, penalties and additions thereto, and (i) security interests granted by a Delinquent Member pursuant to Section 3.4(a)(v) hereof.

“Permitted Transfer” has the meaning set forth in Section 11.2 of this Agreement.

“Permitted Transferee” means, (i) in the case of MGM: any person or entity, 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 DW: any person or entity, one hundred percent (100%) of the voting stock or beneficial ownership of which is owned directly or indirectly, including through subsidiaries, by DW.

“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 7.9 and 9.3 hereof.

“Pre-Initial Adjustment CC” has the meaning set forth in Section 3.2(b)(iii) hererof.

“Pre-Financing Reserve” has the meaning set forth in Section 3.2(b)(iv) hererof.

“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 Interest” has the meaning set forth in Section 3.4 hereof.

“Profits” has the meaning set forth in Section 5.1 hereof.

“Project” means the development known as CityCenter located in the County of Clark, State of Nevada, 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.

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

“Project Owner” has the meaning set forth in the Preamble

“Projected Construction Budget Cost” has the meaning set forth in Section 3.2(b)(v) hereof.

“Projected Net Construction Budget” has the meaning set forth in Section 3.2(b)(v) hereof.

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

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

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

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

“Replay Notice” has the meaning set forth in Section 9.3(d)(iii)(3) hereof.

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

“Reserve Distribution” has the meaning set forth in Section 3.2(b)(iv) hererof.

“Sales Expenses” with respect to any residential units within the Project Components, shall mean the sales commission and marketing expense related to the sale of such unit.

“Scope Change Cost” has the meaning set forth in Section 3.2(b)(v) hereof.

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

“Selling Amount” has the meaning set forth in Section 9.3(d)(iii)(2) hereof.

“Selling Member” has the meaning set forth in Section 11.7 hereof.

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

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

“Subsequent Capital Contribution” has the meaning set forth in Section 3.3 hereof.

“Tag-Along Notice” has the meaning set forth in Section 11.7 hereof.

“Tagging Member” has the meaning set forth in Section 11.7 hereof.

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

“Title Policy” has the meaning set forth in Section 3.2(b) hereof.

“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.

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

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

“Unreturned Investment” for a Member at any given time shall mean 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.

“Updated Pre-Closing Development Cost Estimate” shall mean the update of 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 and set forth in the Updated Pre-Closing Statement.

“Updated Pre-Closing Residential Proceeds Estimate” shall mean the update of 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.

“Updated Pre-Opening Cost Estimate” shall mean the update of 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 and set forth in the Updated Pre-Closing Statement.

ARTICLE 2

THE MEMBERS

          Section 2.1 Identification . MGM and DW 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 (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 claims, demands, liabilities, costs, damages, expenses and causes of action of any nature whatsoever 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 all parties hereto 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 each Member (the “Indemnifying Party”) from and against any and all claims, demands, liabilities, costs, damages, expenses and causes of action of any nature whatsoever 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 no Member shall be required to pay any amount pursuant to this Section 2.5 to the extent that the sum of such payments is greater than the excess of the distributions made, or to be made, by the Company to such Member over the amounts distributed to each Member in accordance with Section 6.1.

               (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 any party hereto shall survive any termination of this Agreement or of the Company.

ARTICLE 3

CAPITAL CONTRIBUTIONS; LOANS; CAPITAL ACCOUNTS

          Section 3.1 Issuance of Units . Upon formation of the Company, the Company will issue one hundred (100) membership units (each a “Unit” and collectively, the “Units”) to the Members (fifty (50) to each Member). 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 F 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 by the Members . Each Member shall make its initial Capital Contribution to the Company (“Initial Capital Contribution”) subject to the terms and conditions of this Agreement and in the following manner:

               (a)  MGM’s Initial Capital Contribution :

                    (i) On the Closing Date, and subject to the satisfaction or written waiver by MGM of all of the MGM Conditions Precedent (as defined below), MGM will contribute directly or indirectly the Project Assets (including, at MGM’s sole option, through the contribution of all ownership interest in the Project Owner after the contribution of the Project Assets to Project Owner) to the Company on the Closing Date. On the Closing Date, MGM shall execute and deliver to the Company in respect of the Project Assets (i) such instruments reasonably necessary to effectuate the transfer of title, including, but not limited to, a bill of sale or a ground lease, (ii) if applicable, an assignment and assumption of leases, contracts and other intangible property, and (iv) any applicable transfer tax forms. Notwithstanding anything to the contrary contained in this Agreement, the Members stipulate that the initial estimated Gross Asset Value of the Project Assets (net of liabilities securing such contributed property that the Company is considered to assume or take subject to pursuant to Code Section 752) for purposes

of determining MGM’s Gross Asset Value of the Project Assets and Initial Capital Contribution to the Company is as set forth in Exhibit F hereto.

                    (ii) The obligation of MGM to make its Initial Capital Contribution shall be conditioned on the satisfaction or written waiver by MGM of the following conditions (collectively, the “MGM Conditions Precedent”):

                         (1) DW shall have performed or complied in all material respects with its obligations and covenants set forth in Section 3.2(b);

                         (2) The Company has been formed pursuant to Section 1.1 hereof;

                         (3) The Company and MGM or an Affiliate of MGM shall have executed and delivered the Operations Management Agreement, the Development Management Agreement, and, to the extent expressly identified in Exhibit B hereof, the Ancillary Agreements;

                         (4) DW shall have obtained all authorization, approval or consent of any court or governmental authority or agency necessary for it to obtain in connection with the formation of the Company, Initial Capital Contributions by DW under Section 3.2(b), and issuance of Units to DW pursuant to Section 3.1;

                         (5) DW is not a Defaulting Member;

                         (6) The applicable waiting period under the HSR Act shall have expired or been terminated; and

                         (7) Either (A) the Committee on Foreign Investment in the United States shall not have commenced an investigation into the transaction contemplated by this Agreement within thirty (30) days after acceptance of the filing of the joint voluntary notice under the DPA, or (B) if such an investigation was so commenced, within fifteen (15) days after completion of investigation, the President of the United States shall not have announced his decision to take action pursuant to the DPA (as such time periods are calculated in the applicable regulations).

                    (iii) Except for the representations and warranties of MGM expressly provided in this Agreement, MGM’s contribution of the Project Assets will be made on as “AS IS” basis, without any express or implied warranties of any kind.

               (b) DW’s Initial Capital Contribution.

                    (i) On the Closing Date and subject to the satisfaction or written waiver by DW, of all of the DW Conditions Precedent (as defined below), DW shall contribute such amount of immediately available cash set forth in Exhibit F, subject to adjustment as provided in Section 3.2(b)(iii) below.

                    (ii) The obligation of DW to make its Initial Capital Contribution required to be contributed on the Closing Date shall be conditioned on the satisfaction or written waiver by DW of the following conditions (collectively, the “DW Conditions Precedent”):

                         (1) There shall not have been any event that has, or that could reasonably be expected to have, a material adverse change in the condition of the Project Assets as a result of a casualty or condemnation, in either case, considered as a whole and after taking into account any insurance and condemnation proceeds received or to be received;

                         (2) MGM shall have performed or complied in all material respects with its obligations and covenants set forth in
Section 3.2(a);

                         (3) The Company has been formed pursuant to Section 1.1 hereof;

                         (4) The Company and MGM or an Affiliate of MGM shall have executed and delivered the Operations Management Agreement, the Development Management Agreement, and, to the extent expressly identified in Exhibit B hereof, the Ancillary Agreements;

                         (5) MGM shall have obtained all authorization, approval or consent of any court or governmental authority or agency necessary for it to obtain in connection with the formation of the Company, Initial Capital Contributions by MGM, and issuance of Units to MGM under Section 3.1;

                         (6) MGM is not a Defaulting Member;

                         (7) The receipt by the Company of a binder, committing various title companies reasonably approved by DW, to issue an ALTA extended coverage owner’s policy of title insurance, with liability in an amount to be reasonably agreed to by the Members (“Title Policy”), insuring fee simple title or leasehold, as applicable, to all real property of the Project in the name of the Project Owner, subject only to those title exceptions approved by DW and including such endorsements as DW shall reasonably require, including, without limitation, a non-imputation endorsement;

                         (8) The receipt by the Company of an ALTA survey of all real property that comprises the Project Assets, showing the location of all buildings, easements, encroachments and the property lines;

                         (9) Either (A) the Committee on Foreign Investment in the United States shall not have commenced an investigation into the transaction contemplated by this Agreement within thirty (30) days after acceptance of the filing of the joint voluntary notice under the DPA, or (B) if such an investigation was so commenced, within fifteen (15) days after completion of investigation, the President of the United States shall not have announced his decision to take action pursuant to the DPA (as such time periods are calculated in the applicable regulations);

                         (10) The applicable waiting period under the HSR Act shall have expired or been terminated; and

                         (11) Approval by the County and recording of a parcel map subdividing the Project to separate all real property of the Project Assets from the adjoining Monte Carlo Hotel and Bellagio Hotel land, subject to arrangements approved by DW relative to the Vdara project that sits on the Bellagio land, which approval shall not be unreasonably withheld by DW.

                    (iii)  Initial Capital Contribution Adjustments .

                      (1)  Pre-Closing Statement . After the Signing Date, MGM shall use diligent efforts to prepare a statement (“Updated Pre-Closing Statement”) indicating the Updated Pre-Closing Development Cost Estimate, the Updated Pre-Opening Cost Estimate and the Updated Pre-Closing Residential Proceeds Estimate. The Updated Pre-Closing Statement shall be delivered no later than fifteen (15) days prior to the anticipated Closing Date, and MGM shall promptly provide to DW’s accounting and financial advisors all documentation and supporting materials reasonably requested to confirm the amounts indicated in the Updated Pre-Closing Statement.

                      (2)  Pre-Closing Adjustments .

                         (A)  Pre-Closing Development Cost Adjustment . The “Pre-Closing Development Cost Adjustment” shall mean an amount equal to 50% of the difference between the amount of the Initial Pre-Closing Development Cost Estimate and the amount of the Updated Pre-Closing Development Cost Estimate.

                         (B)  Initial Pre-Opening Cost Adjustment . The “Initial Pre-Opening Cost Adjustment” shall mean an amount equal to 50% of the difference between the amount of the Initial Pre-Opening Cost Estimate and the amount of the Updated Pre-Opening Cost Estimate.

                         (C)  Pre-Closing Residential Proceeds Adjustment . The “Pre-Closing Residential Proceeds Adjustment” shall mean an amount equal to 50% of the difference between the amount of the Initial Pre-Closing Residential Proceeds Estimate and the amount of the Updated Pre-Closing Residential Proceeds Estimate.

                         (D)  Pre-Closing Adjustment Amount . The “Pre-Closing Adjustment Amount” shall mean an amount equal to the Pre-Closing Development Cost Adjustment, plus the amount of the Initial Pre-Opening Cost Adjustment, minus the Pre-Closing Residential Proceeds Adjustment. If the Pre-Closing Adjustment Amount is a positive number, the DW’s Initial Capital Contribution shall be reduced by an amount equal to the Pre-Closing Adjustment Amount, and the initial Gross Asset Value of MGM’s Initial Capital Contribution shall be decreased in an amount equal to two hundred percent (200%) of the amount of the Pre-Closing Adjustment Amount. If the Pre-Closing Adjustment Amount is a negative number, then DW shall be required to contribute cash in addition to DW’s Initial Capital Contribution in an amount equal to the Pre-Closing Adjustment Amount, and the initial Gross Asset Value of

MGM’s Initial Capital Contribution shall be increased in an amount equal to two hundred percent (200%) of the absolute value of the Pre-Closing Adjustment Amount.

                    (3)  Post-Closing Statements . After the Closing Date the Members shall use diligent efforts and shall cooperate in good faith to prepare a statement indicating the Actual Pre-Closing Development Costs, the Actual Pre-Opening Costs and the Actual Pre-Closing Residential Proceeds (“Post-Closing Statement”). MGM shall use best efforts to complete the Post-Closing Statement no later than sixty (60) days following the Closing Date, and MGM shall promptly provide to DW’s accounting and financial advisors all documentation and supporting materials reasonably requested to confirm the amounts indicated in the Post-Closing Statement.

                    (4)  Post-Closing Adjustment .

                         (A)  Post-Closing Development Cost Adjustment . The “Post-Closing Development Cost Adjustment” shall mean an amount equal to 50% of the difference between the amount of the Updated Pre-Closing Development Cost Estimate and the amount of the Actual Pre-Closing Development Costs.

                         (B)  Updated Pre-Opening Cost Adjustment . The “Updated Pre-Opening Cost Adjustment” shall mean an amount equal to 50% of the difference between the amount of the Updated Pre-Opening Cost Estimate and the amount of the Actual Pre-Opening Costs.

                         (C)  Post-Closing Residential Proceeds Adjustment . The “Post-Closing Residential Proceeds Adjustment” shall mean an amount equal to 50% of the difference between the amount of the Updated Pre-Closing Residential Proceeds Estimate and the amount of the Actual Pre-Closing Residential Proceeds.

                         (D)  Post-Closing Adjustment Amount . The “Post-Closing Adjustment Amount” shall mean an amount equal to the Post-Closing Development Cost Adjustment, plus the amount of the Updated Pre-Opening Cost Adjustment, minus the Post-Closing Residential Proceeds Adjustment. If the Post-Closing Adjustment Amount is a positive number, then MGM shall make a cash Capital Contribution an amount equal to the Post-Closing Adjustment Amount, which amount shall be immediately distributed to DW, and the initial Gross Asset Value of MGM’s Initial Capital Contribution shall be decreased in an amount equal to two hundred percent (200%) of the amount of the Post-Closing Adjustment Amount. If the Post-Closing Adjustment Amount is a negative number, then DW shall make a cash Capital Contribution an amount equal to the Post-Closing Adjustment Amount, which amount shall be immediately distributed to MGM, and the initial Gross Asset Value of MGM’s Initial Capital Contribution shall be increased in an amount equal to two hundred percent (200%) of the absolute value of the Post-Closing Adjustment Amount.

                    (iv) At least fifteen (15) days prior to the anticipated Closing Date, MGM shall provide to DW in writing an estimate of all Development Costs to be incurred for the Project for the period between the Closing Date and the anticipated date of the closing of the Financing for the continued construction of the Project (“Anticipated Pre-Financing

Construction Costs”). MGM and DW shall use their respective best efforts to agree on the amount of Anticipated Pre-Financing Construction Costs prior to the Closing Date. On the Closing Date, each of DW and MGM shall pay, or cause to be paid (including through reduction in the exact amount in Initial Cash Distribution), to a Company bank account fifty percent (50%) of the agreed amount of Anticipated Pre-Financing Construction Costs, and the proceeds of such account shall be disbursed by Managing Member as and when required pursuant to the terms of the Development Management Agreement (the “Pre-Financing Reserve”). Within three (3) days of the closing of the Financing and to the extent permitted by the terms and conditions of such Financing, the Company shall distribute to the Members the unspent Pre-Financing Reserve on a pro-rata basis based on each Member’s Profit Interest (“Reserve Distribution”).

                    (v)  Contingent Value Adjustment . Promptly following the date of determination of the actual Development Costs (the “Initial Adjustment Date”), DW shall make an additional Capital Contribution, and the Company shall distribute to MGM (“Initial Contingent Value Adjustment Distribution”), in such amount of immediately available cash equal to fifty percent (50%) of the Initial Contingent Value Adjustment.

          To the extent that the Initial Contingent Value Adjustment Distribution is less than one hundred million dollars ($100,000,000), the Company shall (i) if the Base Contingent Value Adjustment is less than zero, retain the Net Qualified Residential Sales up to the amount by which the Base Initial Contingent Value Adjustment is less than zero, and (ii) distribute on a quarterly basis after the payment of the Initial Contingent Value Adjustment Distribution all of the Net Qualified Residential Sale Proceeds, if any, received during such quarter;

          provided, however, that the aggregate Contingent Value Adjustment shall not exceed such amount equal to one hundred million dollars ($100,000,000). The initial Gross Asset Value of MGM’s Initial Capital Contribution shall be increased by two hundred percent (200%) of the Contingent Value Adjustment Distribution.

                    For the purposes of this Agreement,

                    (i) “ Initial Contingent Value Adjustment ” shall mean an amount equal to the greater of (A) Zero Dollars ($0.00) and (B) the Base Initial Contingent Value Adjustment,

                    (ii) “ Base Initial Contingent Value Adjustment” shall mean such amount equal to two hundred million dollars ($200,000,000) less the Construction Budget Adjustment less the Casino CO Delay Adjustment,

                    (iii) “ Construction Budget Adjustment ” shall mean the amount, if any, by which the Net Development Costs exceeds the Projected Net Construction Budget,

                    (iv) “ Casino CO Delay Adjustment ” shall mean the amount equal to the multiple of (A) one million dollars ($1,000,000) and (B) the greater of (1) zero and (2) the number equal to (x) the number of days, if any, after December 31, 2009 on which the temporary certificate of occupancy is filed for the Cesar Pelli-designed resort casino within the Project less (y) the Excluded Delay Days,

                    (v) “ Projected Construction Budget Cost ” shall mean the amount indicated in Exhibit I and as set forth in the Construction Budget provided to DW prior to the Signing Date and agreed to by the Members upon the Signing Date.

                    (vi) “ Projected Net Construction Budget ” shall mean the Projected Construction Budget Cost plus the Project Pre-Opening Costs less the Projected Residential Sales, in an amount to be agreed by the Members upon the Signing Date.

                    (vii) “ Projected Residential Sales ” shall mean the amount indicated in Exhibit I and is the aggregate sales proceeds estimated from the projected sale of all of the residential units within the Project Components since the beginning of the inception of the Project less aggregate Sales Expenses as agreed to by the Members upon the Signing Date,

                    (viii) “ Net Development Costs ” shall mean the actual Development Costs plus Actual Pre-Opening Costs less Actual Residential Sales less Scope Change Cost,

                    (ix) “ Actual Residential Sales ” shall mean (A) the aggregate sales price, whether paid or payable, from Accounted Condo Units less (B) the Sales Expenses related to such condominium units,

                    (x) “ Scope Change Cost ” shall mean the Development Cost resulting from any change in the scope of the Project approved by the Board of Directors,

                    (xi) “ Excluded Delay Days ” shall mean the sum of the Force Majeure Delay Days, the DW Delay Days and the Scope Delay Days,

                    (xii) “ Force Majeure Delay Days ” shall mean the number of days that the construction or development of the Cesar Pelli-designed resort casino within the Project was delayed as a result of Force Majeure,

                    (xiii) “ DW Delay Days ” shall mean the number of days that the construction or development of the Cesar Pelli-designed resort casino within the Project was delayed as a result of (A) the Representatives of DW failing to approve or consider proposals, to the extent that approval of such proposals is reasonable necessary for the development or construction of such resort casino and to the extent that such proposals are subject to approval by the Board of Directors or (B) a breach by DW of this Agreement,

                    (xiv) “ Scope Delay Days ” shall mean the number of days that the construction or development of the Cesar Pelli-designed resort casino within the Project was delayed as a result of a scope change in the Project approved by the Board of Directors,

                    (xv) “ Accounted Condo Units ” shall mean residential units, in each case, within the Project Components, sold or subject to an executed purchase agreement on or prior to the Initial Adjustment Date,

                    (xvi) “ Qualified Condo Units ” shall mean all residential units, other than Accounted Condo Units, within the Project Components,

                    (xvii) “ Net Qualified Residential Sale Proceeds ” shall mean the sales price for sale of Qualified Condo Units less the Sales Expenses related to such Qualified Condo Units,

                    (xviii) “ Contingent Value Adjustment Distribution ” shall mean the sum of the Initial Contingent Value Adjustment Distribution and all Net Qualified Residential Sale Proceeds distributed to MGM pursuant to this Section 3.2(b)(v),

                    (xvii) “ Projected Pre-Opening Costs ” shall mean the amount indicated in Exhibit I and is the estimated aggregate pre-opening and start-up expenses to be paid during the period beginning with the inception of the Project and ending on the date of the opening of the Project,

                    (xviii) “ Actual Pre-Opening Costs ” the actual aggregate pre-opening and start-up expenses to be paid during the period beginning with the inception of the Project and ending on the date of the opening of the Project.

          Section 3.3 No Further Capital Contributions . The Members shall not be required to contribute additional capital or lend any funds to the Company, except as expressly provided in this Article 3 or unless Approved (including with respect to the amount and form thereof) by the Board of Directors. In the event that the Board of Directors Approves any such additional capital contribution (a “Subsequent Capital Contribution”), the amounts to be contributed shall be payable by the Members in proportion to their respective Profit Interests.

          Section 3.4 Failure to Make a Capital Contribution . If a Member fails to make any required Capital Contribution as Approved by the Board of Directors pursuant to Section 9.3, then the Member shall be subject to the provisions of Article 13. In addition, the Non-Delinquent Members may exercise, on notice to that Member (the “Delinquent Member”), one of the following remedies:

               (a) the Non-Delinquent Members may, in proportion to their Profit Interests or in such other percentages as they may agree (the “Lending Member”, whether one or more), to advance the portion of the Delinquent Member’s Capital Contribution that is in default, with the following results:

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

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

                    (iii) The unpaid balance of the loan bears interest at the Default Interest Rate, compounded monthly, from the day that the advance is deemed made until the date that the 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 loan and all accrued interest have been paid in full; (B) constitute a distribution to the Delinquent Member followed by a repayment of the loan and accrued interest from the Delinquent Member to the Lending Member; and (C) be treated as such by all 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 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 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 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 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.

               (b) the Non-Delinquent Members may, in proportion to their Profit Interests or in such other percentages as they may agree (the “Non-Delinquent Member”, whether one or more), contribute the portion of the Delinquent Member’s Capital Contribution that is in default, with the following results:

                    (i) 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 3.4(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 Subsequent Capital Contribution, (B) add the Individual Base Profit Interest Addition corresponding to such Member with respect to such Subsequent Capital Contribution,

and (C) unless the Delinquent Member was not, as a Defaulting Member, afforded the opportunity to vote for such Subsequent Capital Contribution, add the Individual Adjusted Profit Interest Addition corresponding to such Member with respect to such Subsequent 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 Subsequent Capital Contribution, (B) subtract the Individual Base Profit Interest Subtraction corresponding to such Member with respect to such Subsequent Capital Contribution and (C) subtract the Individual Adjusted Profit Interest Subtraction corresponding to such Member with respect to such Subsequent Capital Contribution. The initial Profit Interest of MGM and DW immediately following the Closing Date shall each be 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 the purposes of this Section 3.4(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 Subsequent Capital Contribution and (B) the Base Profit Interest of such Member immediately prior to such Subsequent Capital Contribution, (3) “ Individual Base Profit Interest Addition ” shall mean the difference between (A) the Base Profit Interest of such Member immediately after such Subsequent Capital Contribution and (B) the Base Profit Interest of such Member immediately prior to such Subsequent 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 Subsequent Capital Contribution and (B) the Base Profit Interest of such Member immediately after such Subsequent 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 Subsequent Capital Contribution and (B) the Base Profit Interest of such Member immediately after such Subsequent 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 Subsequent Capital Contribution; (B) each of the parties have made a prior Capital Contribution of $3,000,000,000; (C) the Members approve a Subsequent Capital Contribution pursuant to Section 3.3 in the amount of $500,000,000, and (D) DW contributes only $150,000,000 (versus $250,000,000). If MGM contributes the $100,000,000 shortfall by DW 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 Subsequent 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 Subsequent Capital Contribution:

50%

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

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

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

(51.54%-50%) = 1.54%

Profit Interest of MGM after the Subsequent Capital Contribution:

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

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

Assume that, following such Subsequent Capital Contribution, each of the Members approve a second Subsequent Capital Contribution pursuant to Section 3.3 in the amount of $100,000,000, and DW fails to contribute any of such second Subsequent Capital Contribution. If MGM contributes the $50,000,000 shortfall by DW in addition to its own $50,000,000 pro rata share of the second Subsequent 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 Subsequent 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 Subsequent 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 Subsequent Capital Contribution:

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

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

(52.27%-51.54%) = 0.73%

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

52.31%.

Profit Interest of MGM after the second Subsequent Capital Contribution:
52.31% + 0.73% + 0.37% = 53.41%.

          Section 3.5 Additional Remedies for Failure to Make a Capital Contribution . In addition to the remedies provided under Section 3.4, 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 Capital Contribution that is in default, together with interest on that amount at the Default Interest Rate from the date that the Capital Contribution was due until the date that it is made, provided, however, that in the event that a Member fails to make its Initial Capital Contribution within ten (10) Business Days following the receipt of written notice from the other Member that the Initial 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 Capital Contribution shortfall. The Delinquent Member’s obligation to make Capital Contributions or repay any 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 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.

          Section 3.6 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 3.6(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 3.7 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 3.8 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; provided, however, that, to the extent not previous included in the initial Gross Asset Value, the initial Gross Asset Value for the Initial Capital Contribution of MGM shall be adjusted to include the corresponding adjustments made pursuant to Sections 3.2(b)(iii) and 3.2(b)(v) hereof. In connection with the initial Gross Asset Value for the Initial Capital Contribution (other than money), the Tax Matters Partner shall provide to the Members no later than one hundred eighty (180) days after the date of such contribution, a proposed allocation of the initial Gross Asset Value among the corresponding Capital Contribution (other than money) made by a Member (the “ Allocation Statement ”). The Allocation Statement shall be based upon an appraisal of corresponding Capital Contribution prepared by a independent, qualified

appraiser engaged by the Tax Matters Partner at the Company’s expense. Within fourteen (14) days following the date of delivery of such Allocation Statement for the corresponding Capital Contribution, the Members shall have the right to object to such Allocation Statement (by written notice to the Tax Matters Partner), and if any Member so objects, such Member shall provide a written notice of such objection to the Tax Matters Partner setting forth in detail each of the disputed items in the Allocation Statement and the basis for such objection. If no Member provides the Tax Matters Partner with a written notice of such objection within such fourteen (14)-day period, the Allocation Statement shall be deemed to have been accepted and agreed upon by each of the Members, and shall set forth the final and conclusive Gross Asset Value for such Capital Contribution. To the extent that a Member provides a written objection to an Allocation Statement, the Members shall act in good faith to resolve any such objection or dispute as promptly as practicable. If the Members cannot resolve any such disputed item, the item in question shall be resolved by the Company Accountants as promptly as practicable. The fees and expenses of the Company Accountants shall be paid by the Company.

                    (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 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;

                    (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 3.8(c) hereof; provided, however, that Gross Asset Values shall not be adjusted pursuant to this Section 3.8(a)(iv) to the extent that an adjustment pursuant to Section 3.8(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 3.8(a)(iv); and

                    (v) If the Gross Asset Value of an asset has been determined or adjusted pursuant to Sections 7.2(a)(i), 7.2(a)(ii) or 7.2(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.

ARTICLE 4

COVENANTS

          Section 4.1 Financing . The Members, in consultation and cooperation with each other, shall use all commercially reasonable efforts to obtain committed Financing as promptly as commercially reasonable on terms Approved by the Board of Directors. The Managing Member shall have the responsibility and authority for the negotiation, structuring and documentation of the Financing in consultation with the Board of Directors. The terms and conditions of the Financing, including, without limitation, any guarantees required by the lender, shall be subject to the Approval of the Board of Directors.

          Section 4.2 Licensing .

               (a)  Cooperation . Upon formation of the Company, 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 (i) shall, and shall cause its Affiliates to, 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 DW shall be the party so obstructing and continuing to obstruct ten (10) Business Days after DW’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 DW and its Affiliates at the lesser of (1) the Conditional Transfer Price and (2) the amount of the Unreturned Investment for DW, and DW will transfer and sell such Units to MGM, or (B) MGM may obtain an injunction to exercise specific performance rights requiring DW’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 DW, then, at the election of DW, either (A) MGM shall purchase all rights and title to all of the Units owned directly or indirectly by DW and its Affiliates at the greater of (1) the Conditional Transfer Price and (2) the amount of the Unreturned Investment for DW, and DW will transfer and sell such Units to MGM, or (B) DW may obtain an injunction to exercise specific performance rights requiring MGM’s cooperation with the process for the Gaming Approvals.

In either event, the payment of the applicable purchase price shall be in cash by wire transfer of federal funds, or at MGM’s option, MGM shall deliver, or cause to be delivered, a promissory note executed by MGM MIRAGE in favor of DW (“MGM MIRAGE Purchase Note”), with all principal due and payable in full within one hundred eighty (180) days following the date from the issuance thereof, with no interest accruing for the first forty five (45) days, but with interest accruing at the per annum rate of the weighted average of the interest rates for all outstanding indebtedness of MGM MIRAGE under its indentures and credit agreements plus two hundred (200) basis points (“Early Purchase Procedure”). In the event the MGM MIRAGE Purchase Note is not paid in full after one hundred eighty (180) days following the date from the issuance thereof, the interest rate on the MGM MIRAGE Purchase Note shall thereafter be increased by three hundred (300) basis points, and DW may exercise all rights and remedies to require MGM MIRAGE to repay all principal and accrued interest with respect to the MGM MIRAGE Purchase Note.

               (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 DW 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 Agreement 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 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 Agreement been in effect. The Lease Agreements shall terminate five (5) Business Days after the DW Gaming Approvals have been duly issued. For the purposes of this Section 4.2, “DW Gaming Approvals” shall mean all Gaming Approvals necessary for DW to obtain in order for the Company to own or operate, directly or through a Subsidiary, any Gaming Component, for DW to hold any ownership or other interest in the Company, or for MGM or its Affiliates to be associated with DW or its Affiliates in connection with the Project or the Company; provided, however, that, in the event that MGM or its Affiliates are prohibited by the Gaming Authorities in the State of Nevada from being associated with DW or its Affiliates in connection with the Project or the Company, DW Gaming Approvals shall be deemed to have been rejected or revoked, and “Casino Opening Date” shall mean the date on which the Cesar Pelli-designed resort casino opens for business to the public.

               (c)  Rejection of Gaming Approval . 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 DW Gaming Approvals will likely be rejected or revoked at any time, the Members hereby agree as follows:

                    (i) If, notwithstanding DW’s continuing ownership of the Company, (1) 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 such other arrangements to permit the operating of the Gaming Components) and (2) MGM or its Affiliates are not prohibited from being associated with DW or its Affiliates in connection with the Project or the Company, then DW and MGM shall remain Members of the Company pursuant to this Agreement so long the previous clauses (1) and (2) continue to be true.

                    (ii) If, due to DW’s continuing ownership of the Company, (1) 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 (2) MGM or its Affiliates are prohibited from being associated with DW 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 DW and its Affiliates at the amount of the Unreturned Investment for DW, and DW will transfer and sell such Units to MGM. The purchase price for the Units transferred and sold pursuant to this Section 4.2I shall be paid pursuant to the Early 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 Maintenance of the Project . From the Signing Date until the contribution of the Project Assets on the Closing Date, except as contemplated by this Agreement or as otherwise waived or consented to in writing by DW, MGM shall, or cause its Affiliates to:

               (a) continue to operate, manage, maintain, service and protect the Project Assets consistent with past practice, and in any event in a commercially reasonable and prudent manner; including maintaining liability and other all other material insurance in commercially reasonable amounts;

               (b) not (1) sell, assign, convey, transfer or lease all or any portion of the Project Assets other than the sales of condominiums in accordance with the Initial Business Plan or in the ordinary course of business, (2) grant, create, or incur any Lien (other than a Permitted Lien) on the Project Assets which did not exist before the Signing Date, or (3) other than Permitted Liens, amend, modify or otherwise supplement any existing lease, contract or Lien affecting the Project Assets; and

               (c) use reasonable efforts to notify DW of the existence or occurrence of any fact or circumstance of which MGM becomes aware which materially adversely affects the ability of MGM or DW, respectively, to make its Initial Capital Contribution or otherwise to satisfy MGM’s or DW’s respective obligations under this Agreement.

          Section 4.4 Ancillary Agreements .

          (a) The Company and MGM or an Affiliate of MGM shall in good faith negotiate the terms and conditions of the Ancillary Agreements. The cost to the Company under an Ancillary Agreement identified in Exhibit B shall be provided for in the Construction Budget or an Annual Budget. In the event that the capital or operating costs related to one or more Ancillary Agreements described in Exhibit B are in excess of the amount set forth in the Construction Budget or Annual Budget, in each case, as Approved by the Board of Directors, MGM or MGM MIRAGE solely shall be responsible for payment of all such excess costs related to the Ancillary Agreements.

          (b) In the event of any Ancillary Agreement that is not described on Exhibit B, the improvements and/or services and benefits required for the Company to have the benefits thereunder shall be provided by MGM or MGM MIRAGE to the Company, and MGM’s only fee

shall be a reimbursement of MGM’s out-of-pocket cost to provide such improvements and/or services and benefits.

          (c) MGM shall enter into, or cause its Affiliates to enter into, any Ancillary Agreements necessary to develop, construct and operate the Project in accordance with the Business Plan.

          Section 4.5 FAA Determination Letters . Promptly after the Closing Date, MGM and its Affiliates shall use commercially reasonable efforts to keep in effect the applicable determination letters from the Federal Aviation Agency necessary for the planned height of the proposed buildings in the Project.

          Section 4.6 Development Agreement : MGM and its Affiliates shall use commercially reasonable efforts to amend, or cause to be amended, the Development Agreement necessary to include in such Development Agreement such number of condominium units that are contemplated by MGM as of the Signing Date for the Project.

          Section 4.7 HSR Act . DW shall make the filings required of DW under the HSR Act as soon as is practicable, and shall use reasonable best efforts to do so within five (5) Business Days of the Signing Date and, concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, request early termination of the HSR Act waiting period. All filing fees for such filings shall be borne equally by the Members.

          Section 4.8 DW Notification Obligation . From the Signing Date until the contribution of the Initial Capital Contribution by DW on the Closing Date, DW shall, or cause its Affiliates to use reasonable efforts to notify MGM of the existence or occurrence of any fact or circumstance of which DW becomes aware which materially adversely affects the ability of MGM or DW, respectively, to make its Initial Capital Contribution or otherwise to satisfy MGM’s or DW’s respective obligations under this Agreement.

          Section 4.9 People Mover Construction Obligation . The Company’s liability for capital expenditures, which will not be included in the Construction Budget and which will not be included in determining Development Costs, related to the automated people mover system which traverses the Project (“People Mover”) shall be limited to Fifty Million Dollars ($50,000,000), and MGM and/or MGM MIRAGE solely shall be responsible for payment of all capital expenditures related to the People Mover in excess of Fifty Million Dollars ($50,000,000).

          Section 4.10 Income Tax on Condominiums .

          a. With respect to the first “True Proceeds”, as defined below, received by the Company from closings of the sales or contracts of sale of any residential units in the Project Components, DW’s maximum income tax liability, as determined by DW, for federal, state, and foreign income tax purposes (collectively the “DW Tax Liability”) with respect to any gain allocated by the Company to DW with respect to the Condo Sales shall be limited to Ten Million Dollars ($10,000,000). MGM shall make a capital contribution to the Company in an amount equal to the excess, if any, of the DW Tax Liability over $10,000,000 (the “MGM Additional

Contribution”). The Company will distribute the MGM Additional Contribution to DW immediately upon DW’s request. The amount of any MGM Additional Contribution shall be determined by MGM, subject to review by DW, on a quarterly basis with such amount to be funded in cash by MGM no later than thirty (30) days after the end of each quarter. “True Proceeds” shall mean the amount equal to $2.673 billion less Actual Pre-Closing Residential Proceeds.

          b. With respect to Net Residential Proceeds received by the Company in excess of the first True Proceeds from closings of the sales of any residential units in the Project Components, each of the Members shall be responsible for its respective tax liability.

          c. The capital accounts of the Members with respect to the MGM Additional Contribution shall be adjusted such that each of MGM and DW’s percentage of total capital of the Company immediately before the MGM Additional Contribution equals each such Member’s percentage of total capital of the Company immediately after the MGM Additional Contribution and the distribution of such amount by the Company to DW (assuming for this purpose that such amount is immediately distributed by the Company to DW). For example, if immediately before a MGM Additional Contribution the total capital of the Company was $5.4 billion and MGM and DW each shared in 50% of such total capital or $2.7 billion each, upon a $.1 billion MGM Additional Contribution to the Company DW and MGM’s capital account balance immediately after the MGM Additional Contribution would be $2.7 billion and $2.6 billion, respectively. Subsequently, the distribution of the MGM Additional Contribution of $.1 billion to DW will reduce DW’s capital account balance to $2.6 billion, and therefore allow DW and MGM’s capital account balance to be in the proper ratio of 50% each. In no event will this adjustment affect DW or MGM’s Profit Interest.

          Section 4.11 Closing Date Balance Sheet . MGM shall deliver to DW a balance sheet for the Project indicating the historic costs and liabilities related to the Project and the Project Assets as of the end of the most recent calendar month ending no fewer than twenty (20) days prior to the Closing Date.

ARTICLE 5

ALLOCATION OF PROFITS AND LOSSES

          Section 5.1 Allocation of Profits and Losses .

               (a)  In General . Except as otherwise expressly provided in this Agreement, the Company’s Profits and Losses shall be credited or debited, as the case may be, as set forth below in this Section 5.1.

               (b)  Profits . After giving effect to any special allocations required under this Agreement and not contained in this Section 5.1(b), Profits for any Fiscal Year shall be allocated in the following order and priority:

                    (i) First, to the Members in proportion to, and to the extent of, the excess, if any, of: (A) the cumulative Losses allocated to the Members pursuant to Section

5.1(c)(ii) for all periods, over (B) the cumulative Profits allocated to the Members pursuant to this Section 5.1(b)(i) for all periods; and

                    (ii) Thereafter, to the Members in proportion to their respective Profit Interests.

               (c)  Losses . After giving effect to any special allocations required under this Agreement and not contained in this Section 5.1, and subject to Section 5.6, Losses for any Fiscal Year shall be allocated in the following order and priority:

                    (i) First, to the Members in proportion to, and to the extent of, the excess, if any, of (A) the aggregate Profits allocated to the Members pursuant to Section 5.1(b)(ii) for all periods, over (B) the aggregate Losses allocated to the Members pursuant to this Section 5.1(c)(i) for all periods; and

                    (ii) Thereafter, to the Members in proportion to their respective Profit Interests.

          Section 5.2 Minimum Gain Chargeback Allocation Provisions .

               (a)  Minimum Gain Chargeback . Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Agreement, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 5.2(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

               (b)  Member Minimum Gain Chargeback . Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Agreement, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.2(b) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

          Section 5.3 Qualified Income Offset . Notwithstanding any other provision of this Agreement, should a Member unexpectedly receive an adjustment, allocation or distribution described in Regulations Section 1.704 1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases a deficit balance in such Member’s Capital Account, such Member shall be specially allocated items of income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year) in an amount and manner sufficient to eliminate, to the extent required by such Regulations, such deficit balance as quickly as possible. This Section 5.3 is intended to comply with the qualified income offset requirement in Regulations Section 1.704 1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

          Section 5.4 Nonrecourse Deductions .

               (a)  In General . Nonrecourse Deductions for any Fiscal Year shall be specially allocated among the Members in proportion to their respective Profit Interests.

               (b)  Partner Nonrecourse Deductions . Any Member Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i)(1).

          Section 5.5 Curative Allocations . The allocations set forth in Sections 5.2, 5.3 and 5.4, above, (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset as quickly as possible with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this Section 5.5 so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations had not occurred.

          Section 5.6 Limitation on Losses .

               (a) “ Adjusted Capital Account Balance ” means, with respect to any Member, the balance of such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

                    (i) Credit to such Capital Account any amounts which such Member is obligated to restore pursuant to this Agreement or as determined pursuant to Regulations Section 1.704 1(b)(2)(ii)(c), or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704 2(g)(1) and 1.704 2(i)(5); and

                    (ii) Debit to such Capital Account the items described in clauses (4), (5) and (6) of Section 1.704 1(b)(2)(ii)( d ) of the Regulations.

     The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Section 1.704 1(b)(2)(ii)( d ) of the Regulations and shall be interpreted consistently therewith.

               (b) Notwithstanding the provisions of this Article 5, loss allocations to a Member shall be made only to the extent that such loss allocations will not create an Adjusted Capital Account Deficit for that Member at the end of any Fiscal Year in excess of the sum of such Member’s share of Company Minimum Gain, such Member’s share of Member Nonrecourse Debt Minimum Gain and (without duplication) the amount, if any, that such Member is obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(d)(3). If and to the extent an allocation of Losses is not made to a Member by reason of the preceding sentence, then such Losses shall be allocated to the other Members (to the extent the other Members are not limited in respect of the allocation of losses under the preceding sentence). In the event there are any remaining Losses in excess of the limitations set forth in the preceding two sentences, such remaining Losses shall be allocated among the Members in accordance with their Profit Interests as determined under Regulations Section 1.704-1(b)(3). Any Losses reallocated under this Section shall be taken into account in computing subsequent allocations of income and losses pursuant to this Article 5, so that the net amount of any item so allocated and the income and losses allocated to each Member pursuant to this Article 5, to the extent possible, shall be equal to the net amount that would have been allocated to each such Member pursuant to this Article 5 as if no reallocation of Losses had occurred under this Section.

          Section 5.7 Section 704I Tax Allocations . In accordance with Code Section 704I and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company will, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value) using the “traditional method” pursuant to the Regulations Section 1.704-3(b). If the Gross Asset Value of any Company asset is adjusted pursuant to Section 3.8(b) hereof, subsequent allocations of income, gain, loss, and deduction with respect to such asset will take account of any variation between the adjusted basis of such asset for U.S. federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder using the “traditional method” pursuant to the Regulations Section 1.704-3(b). The Tax Matters Partner will make any elections or other decisions relating to such allocations in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 5.7 are solely for purposes of U.S. federal, state, and local taxes and will not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

          Section 5.8 Allocations Between Transferor and Transferee . Upon the Transfer of all or any portion of a Member’s Units in accordance with the provisions of this Agreement, Profits and Losses with respect to such Units so Transferred shall be allocated between the transferor and transferee of such Units on the basis of the computation method which is in the best interest of the Company, provided such method is in conformity with the methods prescribed by Code Section 706 and Regulations Section 1.706-1I(2)(ii). Distributions of Distributable Cash shall be made to the holder of record of such Units on the date of distribution.

          Section 5.9 Regulations Interpretation . For purposes of this Agreement, the Regulations Sections referred to herein shall be read and interpreted by substituting the term

“Company” for the term “Partnership”, and by substituting the term “Member” for the term “Partner”.

ARTICLE 6

NON LIQUIDATING DISTRIBUTIONS

          Section 6.1 Initial Distribution . Simultaneous with MGM’s contribution of the Project Assets to the Company, the Company shall distribute to MGM an amount equal to the Initial Capital Contribution of DW pursuant to Section 3.2(a)(i) hereof, subject, however, to the Pre-Closing Adjustment and subject to any contribution to the Pre-Financing Reserve effectuated through the reduction of cash distribution. The Company shall distribute to the applicable Member promptly, but no later than one (1) day following the receipt of the corresponding Capital Contribution or payment, the Post-Closing Adjustment Amount, if any, and the amount of the Contingent Value Adjustment Distribution, if any.

          Section 6.2 Tax Distribution . The Company shall distribute quarterly to the Members in accordance with their Profit Interest, to the extent cash is available to the Company, an amount sufficient to enable the Members (or, if applicable, the owners or members of such Member) to fund their U.S. federal income tax liabilities attributable to their respective distributive shares of net taxable income of the Company (calculated for each Member (or, if applicable, the owners or members of such Member) net of any taxable loss of the Company previously allocated to such Member (or, if applicable, the owners or members of such Member) and not previously offset by allocations of taxable income), in each case assuming that each Member (or, if applicable, the owners or members of such Member) is taxable at the highest marginal U.S. federal income tax rate applicable to a corporation. The amounts to be distributed to a Member as a tax distribution pursuant to this Section 6.2 in respect of any Fiscal Year shall be computed as if any distributions made pursuant to Section 6.4 during such Fiscal Year were a tax distribution in respect of such Fiscal Year.

          Section 6.3 Distributable Cash . The term “ Distributable Cash ” with respect to the Company for any period shall mean an amount equal to the total cash revenues and receipts of the Company from any source (including capital contributions, loans and refinancings) for such period, less the sum of (i) all operating expenses paid or incurred by the Company, including current principal and interest payments on the Construction Financing and other Company indebtedness, but excluding any distributions pursuant to Section 6.2, (ii) all capital expenditures made by the Company and (iii) the amount established during such period for reserves in accordance with the Business Plan for anticipated costs, expenses, liabilities and obligations of the Company, working capital needs of the Company, savings or other appropriate Company purposes.

          Section 6.4 Distribution of Distributable Cash . Distributable Cash with respect to the Company for each fiscal quarter shall be distributed in accordance with the Business Plan or as Approved by the Board of Directors, in the following order of priority:

               (a) first, to the Members to repay amounts, if any, lent by them to the Company, to the extent permissible, including any payments made by such Member to any

lender in connection with any liability assumed on behalf of the Company, any such payments to be made on a pro rata basis according to the then outstanding balances of such loans or payments on account of credit enhancements, with such payments applied first against accrued interest; and

               (b) the balance, if any, to the Members, pro rata in proportion to their respective Profit Interests.

ARTICLE 7

ACCOUNTING AND RECORDS; CAPITAL BUDGETS

          Section 7.1 Books and Records . The books and records of the Company, and the financial position and the results of its operations recorded, shall reflect all Company transactions, and shall otherwise be appropriate and adequate for the Company’s business in accordance with the Act and with generally accepted accounting principles for both financial and tax reporting purposes and for purposes of determining net income and net loss. The books and records of the Company shall be kept on the accrual method of accounting applied in a consistent manner and shall reflect all Company transactions and be appropriate and adequate for the Company’s business. The fees of independent accountants incurred by the Company for the preparation of all tax returns and audited financial statements for the Company shall be at the Company’s expense. Each Member and their respective duly authorized representatives shall, at its sole expense, have the right, at any time without notice to the other, to examine, copy and audit the Company’s books and records during normal business hours.

          Section 7.2 Reports .

               (a) Within twenty (20) days after the end of each Fiscal Year, within fifteen (15) days after the end of each of the first three fiscal quarters thereof, and within twelve (12) days after the end of each calendar month other than March, June, September and December, the Managing Member shall cause the Members to be furnished with a copy of the balance sheet of the Company as of the last day of the applicable period, and a statement of income or loss for the Company for such period. Quarterly and annual statements shall also include a statement of the Members’ Capital Accounts and changes therein for such fiscal quarter or Fiscal Year, as applicable. Annual statements shall be audited by the Company Accountants, and shall be in such form as shall enable the Members to comply with all reporting requirements applicable to either of them or their Affiliates under the Securities Exchange Act of 1934, as amended. The audited financial statements of the Company shall be furnished to the Members within fifty (50) days after the end of each Fiscal Year.

               (b) As promptly as practicable, but in any event no later than one hundred eighty (180) days after the end of the Company’s taxable year, the Managing Member shall cause to be prepared and distributed to each Member all information necessary for the preparation of such Member’s U.S. federal and state income tax returns, including a statement showing such Member’s share of income, gains, losses, deductions and credits for such year for U.S. federal and state income tax purposes and the amount of any distributions made to or for the account of such Member pursuant to this Agreement.

               (c) The Managing Member shall also provide to each Member monthly reports, or more frequent reports if appropriate, concerning the status of development activities and construction, recent leasing, sales and financing activities for the Project, which reports shall be in a form reasonably acceptable to the Members and shall include, among other things, a general description of all leases and contracts of sale which have been executed and all Major Leases and Major Contracts of sale which are currently under negotiation, as well as the status of all litigation (other than that which is covered by insurance if the insurance carrier has accepted a tender of defense by the Company or the Project Owner without any reservation of rights unless such litigation, if successful, would result in a loss to the Company in excess of $1,000,000, net of insurance coverage). During construction of the Project, the Managing Member shall provide to each Member copies of any reports that it sends to the lender providing an applicable construction loan. After completion of construction of the Project, the Managing Member shall also provide to each Member monthly reports concerning the marketing, sales, leasing, and, if applicable, hotel occupancy and operations, which reports shall be in a form reasonably acceptable to the Members, as well as copies of any reports it provides to any lender providing permanent financing for the Project or any Project Component. Without limiting the foregoing, the Managing Member shall notify the Members of any material threatened or actual litigation involving the Company, the Project Owner or the Members (as Members of the Company) promptly after the Managing Member becomes aware thereof. During any construction occurring on any real property owned or leased directly or indirectly by the Company and/or the Project Owner (including, without limitation, the initial construction of the Project), the monthly report shall also be accompanied by the weekly job meeting minutes prepared by the general contractor, commencing one (1) week after the commencement of such construction and continuing until the completion of construction (or such later date if such meetings continue thereafter). During the initial construction of the Project, the Members or their representatives may attend the regularly scheduled weekly construction job meetings regarding such development and initial construction until completion of such construction, and the Members shall be invited to attend, and shall be provided with prior notice of, any regularly scheduled meetings or major meetings scheduled in advance. Upon DW’s reasonable request, MGM shall provide DW with such reasonable information, analyses and reports prepared by or on the behalf of the Managing Member that are related solely to the Project and in a form that may be presented in a manner to preserve the confidential, proprietary or sensitive information of MGM or its Affiliates.

               (d) All financial information to be delivered hereunder shall be delivered both electronically and as hard copies.

          Section 7.3 Tax Returns . The Managing Member, at the expense of the Company, shall prepare or cause the Company Accountants to prepare all income and other tax returns, on an accrual basis, of the Company, which returns shall be sent to the Members within one hundred eighty (180) days after the end of each Fiscal Year, and cause the same to be filed in a timely manner. The Managing Member shall furnish to each Member a copy of each such return as soon as it has been filed, together with any schedules or other information which each Member may require in connection with such Member’s own tax affairs. Each of the Members shall, in its respective income tax return and other statements filed with the Internal Revenue

Service or other taxing authority, report taxable income in accordance with the provisions of this Agreement.

          Section 7.4 Tax Matters Partner . The Managing Member is hereby designated as the “tax matters partner” of the Company as defined in Section 6231 of the Code and, to the extent authorized or permitted under applicable law, the Managing Member shall represent the Company in connection with all examinations of Company affairs by taxing authorities, including, without limitation, resulting administrative and judicial proceedings. The Tax Matters Partner agrees to promptly notify the Members upon the receipt of any correspondence from any U.S. federal, state or local tax authorities relating to any examination of the Company’s affairs, to consult with and allow for the participation by the Members in connection with the making of any elections, the progress of any such examination, and further the Tax Matters Partner agrees not to settle any tax matters resulting from such examination without the Approval of the Board of Directors.

          Section 7.5 Fiscal Year . The “Fiscal Year” of the Company shall be the calendar year. As used in this Agreement, a Fiscal Year shall include any partial Fiscal Year at the beginning or end of the term of the Company.

          Section 7.6 Bank Accounts . The Managing Member shall be responsible for causing one or more accounts to be maintained in one or more banks, which accounts shall be used for the payment of expenses incurred in connection with the business of the Company, and in which shall be deposited any and all cash receipts. Such accounts shall be maintained in a bank or banks in Nevada to the extent required by applicable law. All such amounts shall be and remain the property of the Company and shall be received, held and disbursed by the Company for the purposes specified in this Agreement. There shall not be deposited in any of such accounts any funds other than funds belonging to the Company, and no other funds shall be commingled with such funds.

          Section 7.7 Tax Elections .

               (a) At the request of any Member, the Managing Member, on behalf of the Company, shall elect to adjust the basis of the assets of the Company for U.S. federal income tax purposes in accordance with Section 754 of the Code in the event of a distribution of Company property as described in Section 734 of the Code or a transfer by any Member of its Units as described in Section 743 of the Code.

               (b) The Tax Matters Partner shall make decisions with respect to any tax dispute (subject to the Approval of the Board of Directors) as well as elections (subject to the Approval of the Board of Directors for elections that materially impact the tax liabilities of the Members) with respect to tax treatment of various items; provided however, that (i) the Members shall have the right to participate in any administrative or judicial proceeding at the Company level at its own expense; (ii) the Tax Matters Partner shall not enter into a settlement of any Company item that is binding on the other Members without the prior written consent of all of the Members and (iii) shall notify the Members of any proposed settlement of any Company item and shall consult in good faith with, and take into account reasonable comments made by any Member with respect to such proposed settlement.

          Section 7.8 [ Reserved .]

          Section 7.9 Business Plan and Budgets .

               (a) Prior to the date hereof, MGM has prepared and delivered to DW for its review and approval, (i) the Construction Budget, (ii) a pre-opening budget for the Project and (iii) a written, detailed business plan for the Project setting forth the proposed development, construction, management, financing, operation, leasing and/or sale plans for the Project. The business plan is incorporated herein by reference and has been jointly approved by the Members, as of the Signing Date, and together with the other components described in clauses (i), (ii) and (iii) shall be referred to herein as the “Initial Business Plan”. The Managing Member shall deliver, or cause to be delivered, to DW (I) on the Closing Date, (II) prior to the beginning of each Fiscal Year and at (III) such other times as determined by the Managing Member, an updated Business Plan for the Project, containing the components described in clauses (ii), (iii) and (iv) of this Section 7.9(a). Any modifications to the previously approved Business Plan shall be subject to the Approval of the Board of Directions to the extent required in accordance with Section 9.3 of this Agreement.

               (b) At least ninety (90) days prior to the estimated completion of the Project and at the beginning of each Fiscal Year thereafter, the Managing Member shall cause the Operations Manager to prepare and submit to the Board of Directors for its review, (i) a preliminary Annual Budget for each Project Component for the upcoming Fiscal Year and (ii) a proposed business plan for each Project Component (x) setting forth the proposed, financing, operation, leasing and/or sale plans with respect to the applicable Project Component and (y) including, without limitation, (1) a detailed description of the anticipated rents and operating expenses, the maintenance and repair of the applicable Project Component and any planned or required improvements to such Project Component and (2) a detailed marketing report, which, at a minimum, sets forth a list of expected vacancies and a description of anticipated rents or other revenues over the applicable year and any related costs and expenses. Such business plan, once Approved by the Representatives on the Board of Directors in accordance with Section 9.3 of this Agreement shall be referred to herein as a “Business Plan” and, collectively, the “Business Plans” for the applicable Project Component. Each Annual Budget shall show all projected expenditures for operating expenses and capital improvements and all projected revenues from any source for the Project Component covered by such Annual Budget. In addition, each such Annual Budget shall be prepared on both a cash and accrual basis and shall be in a form that has been Approved by the Board of Directors. All projections in each Annual Budget shall be done on a monthly basis. The Members acknowledge that the preliminary Annual Budget for a Project Component provided pursuant to this Section 7.9(b) will necessarily reflect only preliminary estimates of items of income and expense, and is subject to subsequent revision as contemplated by subclause (e) below.

               (c) Prior to the beginning of each Fiscal Year after completion of the Project, the Managing Member shall submit to the Board of Directors for its review, a revised Annual Budget for each Project Component. Such revised Annual Budget shall take into account changes, if any, suggested by the Members and/or the Board of Directors and any other circumstances of which the Managing Member has become aware since the distribution of the

prior Annual Budget for such Project Component. Such revised Annual Budget, once Approved by the Board of Directors in accordance with Section 9.3 of this Agreement shall replace the prior Annual Budget for such Project Component.

               (d) If the Board of Directors is unable to agree upon a Business Plan or Annual Budget prior to the first day of the Fiscal Year in question, then each Member, agreeing to use all good faith, commercially reasonable efforts to do so and subject to the terms of any Financing Documents then in effect, shall provide for the Business Plan and Annual Budget for such Project Component in effect for the Fiscal Year then expiring to be utilized until a new Business Plan and/or Annual Budget, as applicable, has been Approved, with the line items in such expiring Business Plan or Annual Budget that have not been Approved by the Board of Directors to be adjusted as follows: (x) insurance, taxes, common charges, utilities, debt service, labor expenses and required capital expenditures (necessary to comply with any applicable laws or existing contractual obligations) shall each be adjusted to actual amounts, (y) all capital and non-recurring items (other than the aforesaid required expenditures) for the current calendar year in such Annual Budget shall remain the same as in the expiring Annual Budget, and (z) all other expense line items shall be adjusted by an amount equal to the CPI Annual Percentage Increase (as hereinafter defined) as of the date of the expiring Annual Budget. The line items in the Business Plan and/or Annual Budget has have been Approved by the Board of Directors shall replace the applicable line items in the prior Business Plan and/or Annual Budget. The “CPI Annual Percentage Increase” computed as of a particular calendar month shall be equal to the percentage difference between the CPI for such calendar month and the CPI for the calendar month which is twelve (12) months prior to such calendar month. The Managing Member shall be entitled to make expenditures of Company funds in accordance with the foregoing.

               (e) After the Closing Date, no less often than four (4) times per year, but in no event later than February 10, May 10, August 10 and November 10 of each year, the Managing Member shall prepare, or cause to be prepared, and submit to the Board of Directors for its review, updated sales projections for the condominiums and condo-hotel units at the Project with variance calculations indicating the differences in average sales price and sales volume for the condominium and condo-hotel units compared to the most recently Approved Business Plan.

               (f) If the proposed Business Plan and Annual Budget for a Project Component are each Approved by the Board of Directors, then the same shall be the Business Plan and Annual Budget for such Project Component for the next Fiscal Year. Notwithstanding anything to the contrary set forth herein, at any time prior to the day which is sixty (60) days before the beginning of the Fiscal Year to which the proposed Business Plan and Annual Budget for a Project Component relate, if either Member becomes aware of circumstances that require a change to such proposed Business Plan or Annual Budget, then the Managing Member shall submit a revised Business Plan and/or Annual Budget for such Project Component to the Board of Directors for its Approval.

               (g) The Managing Member shall be obligated to keep DW and the Board of Directors advised of material changes to the Plans (and the anticipated effect of such

changes on the applicable Construction Budget) and the Approval of the Board of Directors shall be required for any material scope changes or other material modifications to the Plans.

          Section 7.10 Ownership Ledger . The Company shall maintain a ledger in its principal place of business in Nevada which shall at all times reflect the current ownership of the Units and shall be available for inspection by any applicable Gaming Authorities and their authorized agents at all reasonable times, without notice.

ARTICLE 8

CONFIDENTIALITY; INTELLECTUAL PROPERTY

          Section 8.1 Confidential Treatment of Information . Each of the Members agrees, and shall cause each of its Affiliates (i) not to disclose any material information concerning the Company or its business to the press or the general public without the approval of the other Member, such approval not to be unreasonably withheld or delayed and (ii) to retain in strict confidence any proprietary confidential information and trade secrets of the other Member, whether disclosed prior to or after the date hereof, and not to use or disclose to persons other than the Member or its Affiliates (“third parties”), and to use its best efforts to cause its employees, agents and consultants not to use or disclose to third parties, such proprietary confidential information or trade secrets without the approval of the other Member, unless in either case it can be established by the disclosing party that such information:

               (a) at the time of disclosure is part of the public domain and readily accessible to the public or such third party;

               (b) at the time of disclosure is already known by the receiving party otherwise than pursuant to a breach of an obligation of confidentiality;

               (c) is required by applicable law, regulation or court order to be disclosed; or

               (d) is required by any vendor, supplier or consultant in order to carry out the business of the Company, provided that the disclosing Member shall obtain the written agreement and obligation of such third party, in a form reasonably satisfactory to the other Member, prior to disclosing such information, that all of the provisions of this Article 8 shall apply with equal effect to such third party. The Company shall be a third party beneficiary of any such written agreement.

          Section 8.2 Intellectual property . The Company shall own all trademarks, service marks, trade names, logos, copyrights or other intellectual property created expressly for the Project by MGM or its Affiliates. Other than as expressly provided in the Development Management Agreement, the Operations Management Agreement, or an Ancillary Agreement, the Company, DW, and their respective Affiliates shall not have any right to use any trademark, service mark, trade name, logo, copyright or other intellectual property owned by MGM or any of its Affiliates that is not otherwise a Project Asset, in connection with the Project or the business of the Company. Except as expressly provided herein, the Company, MGM, and their

respective Affiliates, shall not have the right to use any trademark, service mark, trade name, logo, copyright or other intellectual property owned by DW or any of its Affiliates, in connection with the Project or the business of the Company.

ARTICLE 9

MANAGEMENT

          Section 9.1 General . Subject to the other provisions of this Article 9 and except as otherwise herein expressly provided, the exclusive power and authority to manage the Company’s business shall be vested in a board of directors (the “Board of Directors”) acting together by majority vote or by the affirmative vote of six (6) Representatives of the Board of Directors (with the vote of at least one Representative designated by MGM and by DW as long as MGM and DW, respectively, are Members), as the case may be, and subject to the direction of the Board of Directors, the officers of the Company. Except as provided in this Agreement, Approved by the Board of Directors, or contemplated in an Additional Agreement, no Member, officer, employee, or agent of any Member, shall directly or indirectly (i) act as agent of the Company for any purpose, (ii) engage in any transaction in the name of the Company, (iii) make any commitment in the name of the Company, (iv) enter into any contract or incur any obligation in the name of the Company or (v) in any other way hold itself out as acting for or on behalf of the Company (each action listed in (i) through (v) and not otherwise excepted above, an “Unauthorized Action”), and a Member shall be obligated to indemnify the Company for any costs or damages incurred by the Company as a result of the Unauthorized Action of such Member, any Representative or officer of the Company appointed by such Member, or any officer, employee, representative or agent of such Member. Any attempted action in contravention of the preceding sentence shall be null and void ab initio, and not binding upon the Company unless ratified with the Approval of the Board of Directors.

               (a) Except as provided below, the Board of Directors shall be comprised of the following six (6) authorized members (“Representatives”):

                    (i) three (3) Representatives designated by DW, who initially shall be the individuals set forth on Exhibit G attached hereto; and

                    (ii) three (3) Representatives designated by MGM, who initially shall be the individuals set forth on Exhibit G attached hereto.

               (b) Each of MGM and DW may change any of its Representatives on the Board of Directors from time to time by written notice to the Company and the other Member. Any Representative appointed to the Board of Directors may vote at any meeting for any other Representative appointed by the same Member who is absent at such meeting. The Board of Directors, upon a request by a Representative, may invite other persons to attend meetings of the Board of Directors. By notice to the other from time to time, each of DW and MGM may appoint (and remove) one (1) alternate for each of the Representatives that it is entitled to appoint. An individual so appointed (and not removed) shall be an “Alternate” and, in the Representative’s absence or at the Representative’s direction from time to time, shall have

the right in all respects to act in the place of, and vote for, the Representative for whom he/she is the Alternate.

               (c) Any actions that are required to be “Approved” by the Board of Directors shall be taken (i) at a meeting of the Board of Directors upon (A) the vote of the majority of the Representatives on the Board of Directors, (B) if MGM or its Affiliate is a Member, the vote of at least one Representative designated by MGM, and (C) if DW or its Affiliate is a Member, the vote of at least one Representative designated by DW , or (ii) in writing upon resolutions duly executed by the requisite number of the Representatives. Any action so authorized shall be deemed Approved by the Board of Directors and notice thereof shall be delivered to all Members. Either Member may call a meeting of the Board by written notice to the other Member at least ten (10) Business Days prior to a meeting of the Board of Directors and the written notice shall specify the time and place of the meeting and the anticipated subjects to be discussed and/or on which a vote will be taken (including identification of such matters as Major Decisions, if applicable).

               (d) Unless the Members determine otherwise, the Board of Directors shall meet, at the Company’s expense, at least once each quarter at the offices of the Company at a time and place which is mutually acceptable to the Representatives. Any Representative or Alternate may attend any meeting of the Board of Directors by telephone conference and the Company shall ensure that each Representative or Alternate attending the meeting can hear all others present at the meeting and be heard by them.

          Section 9.2 Management by Managing Member . Subject to Section 9.3 hereof, MGM shall be and hereby is appointed the Managing Member of the Company and shall serve in such capacity without fee or other compensation for its actions in its capacity as Managing Member, in each case, other than the fees and other compensation set forth in the Additional Agreements. Except as otherwise provided in this Agreement, the Managing Member shall delegate all authority for the day to day management and operation of the Company to the Development Manager pursuant to the Development Management Agreement and the Operations Manager pursuant to the Operations Management Agreement as provided in such agreements, provided, that such delegation shall not relieve the Managing Member of its liability under this Agreement.

          Section 9.3 Exclusive Powers of the Board of Directors .

               (a) In addition to those matters which, pursuant to other provisions of this Agreement, require Approval of the Board of Directors, the following matters shall require the Approval of the Board of Directors (each, a “Major Decision”):

                    (i) approval of (1) any Annual Budget, and (2) any material amendments of or modifications to (A) the Business Plan, or (B) the Construction Budget or any Annual Budget that results in any change to the Construction Budget during any 12 month period involving an amount of 5% in the aggregate Construction Budget, 7.5% of the aggregate annual capital expenditure budget for the Project, or 7.5% of the aggregate annual operations expenditure budget for the Project of the then current Annual Budget, provided, however that matters that are not in the reasonable control of MGM shall not be deemed to cause a change to

any of the matters that requires the Approval of the Board of Directors (by way of illustration, if employee wages increase as a result of change in applicable minimum wage laws, the increase to the Construction Budget and/or Annual Budget as a result of such wage increase shall not be considered in determining the amount of a change to the Construction Budget and/or an Annual Budget);

                    (ii) the granting of a lien or security interest in any asset of the Company or any of its subsidiaries, except in the ordinary course of business;

                    (iii) any capital calls or additional capital contributions funding other than additional capital contributions expressly Approved in the Business Plan;

                    (iv) any Major Contracts or Major Leases to be entered into by, or on behalf of, the Company, except for Major Contract expressly Approved in the Business Plan;

                    (v) except for transactions with any Affiliate of the Company expressly Approved in the Business Plan, any transactions between the Company and any Affiliate of the Company;

                    (vi) the payment of any distributions, other than distributions set forth in Sections 6.1 and 6.2 hereof, to the Members;

                    (vii) except as otherwise provided in this Agreement, the admission of additional Members other than as a result a Transfer made pursuant to Section 11.2 hereof;

                    (viii) the acquisition of any real property in addition to the Project Assets (excluding, however, any interest in any real property pursuant to an Ancillary Agreement or other immaterial acquisition of property rights ancillary to the development of the Project Assets);

                    (ix) any transaction which is unrelated to the purposes of the Company;

                    (x) the incurrence of any indebtedness, including without limitation, any construction loan and other any borrowings or financings by the Company or its subsidiaries, tax-exempt or otherwise including any major equipment leases, or any guaranties, indemnifications or sureties;

                    (xi) the refinancing or early retirement of the Financing or any Company indebtedness approved pursuant to Section 9.3(a)(x) hereof;

                    (xii) the sale of any Company assets or the assets of any Subsidiary, except (1) as provided in the Development Management Agreement, the Operations Management Agreement, or any Ancillary Agreement, (2) for subordination, non-disturbance and attornment agreements which may be necessary in connection with the leasing of the retail,

restaurant and spa operations at the Project, or (3) a sale of any Company assets or the assets of any Subsidiary expressly Approved in the Business Plan;

                    (xiii) (1) prior to the completion of construction of the Project, the commencement, settlement or compromise of any claim or litigation by the Company involving any amount in excess of $15,000,000, (2) at any time after the completion of construction of the Project, the commencement, settlement or compromise of any claim or litigation by the Company involving any amount in excess of $5,000,000, and (3) at any time and regardless of the amount at issue, the submission to arbitration of any dispute or controversy between the Company, on the one hand, and any Member or the Affiliate of any Member;

                    (xiv) the cancellation without replacement or lapse without replacement of any material insurance policy or any changes to the insurance program, except, in each case, as contemplated in the Business Plan;

                    (xv) any transaction that materially changes the scope of the Project;

                    (xvi) any material change or modification to the Plans;

                    (xvii) requiring any loans from a Member to the Company;

                    (xviii) changing the Company Accountants as the external auditors of the Company;

                    (xix) any change in the name of the Company

                    (xx) making any US federal, state, local or foreign income tax elections that materially impact the tax liabilities of any Member;

                    (xxi) amending this Agreement;

                    (xxii) any filing for bankruptcy, dissolution or liquidation of the Company or any Subsidiary, or a merger, consolidation or recapitalization involving the Company or any Subsidiary; and

                    (xxiii) establishing the initial policies and procedure respecting, including the protocol for signing authority for, the Company’s bank accounts.

               (b) With respect to any action that must be Approved by the Board of Directors, each Representative on the Board of Directors shall be entitled to withhold its approval in its sole discretion unless expressly provided otherwise in this Agreement.

               (c) In the event the majority of the Representatives on the Board of Directors is unable to agree regarding any Major Decision (“Impasse”), neither the Company nor any Member may take any further action to implement or execute any action that relates to such Major Decision that is at an Impasse. The Members shall submit the applicable Major Decision

to the respective chairmen of DW and MGM for good faith discussions regarding the resolution of the Impasse (“Escalation”).

               (d) In the event of an Impasse with respect to any of the Major Decisions described in Sections 9.3(a)(i), 9.3(a)(iii), and 9.3(a)(vi) remains twelve (12) months after the initial date of Escalation with respect thereto (“Impasse Election Date”):

                    (i) If the aggregate Unreturned Investment applicable to all of Units held by DW and its Affiliates is greater than the aggregate Conditional Transfer Price for all of such Units:

                         (1) Within sixty (60) days of the Impasse Election Date, MGM may elect, by written notice to DW, to purchase all rights and title to all of the Units owned directly or indirectly by DW and its Affiliates at the purchase price equal to ninety five percent (95%) of DW’s Unreturned Investment, and DW will transfer and sell such Units to MGM; provided, however, that (A) the purchase price for such Units transferred and sold may be paid pursuant to the Early Purchase Procedure, and (B) for the purpose of this Section 9.3(d), MGM’s failure to duly elect to purchase DW’s Units shall be deemed to be an election not to purchase such Units; or

                         (2) If MGM provides written notice that it does not elect, or is deemed not to elect, to purchase the Units from DW and its Affiliates pursuant to Section 9.3(d)(i)(1) above, DW may elect to purchase all rights and title to all of the Units owned directly or indirectly by MGM and its Affiliates at the purchase price equal to one hundred percent (100%) of MGM’s Unreturned Investment, and MGM will transfer and sell such Units to DW; or

                    (ii) If the aggregate Conditional Transfer Price for all of Units held by DW and its Affiliates is greater than the aggregate Unreturned Investment applicable to all of such Units:

                         (1) Within sixty (60) days of the Impasse Election Date, MGM may elect, by written notice to DW, to purchase all rights and title to all of the Units owned directly or indirectly by DW and its Affiliates at the purchase price equal to ninety five percent (95%) of the Conditional Transfer Price applicable to such Units, and DW will transfer and sell such Units to MGM; provided, however, that the purchase price for such Units transferred and sold may be paid pursuant to the Early Purchase Procedure; or

                         (2) If MGM provides written notice that it does not elect, or is deemed not to elect, to purchase the Units from DW and its Affiliates pursuant to Section 9.3(d)(ii)(1) above, DW may elect to purchase all rights and title to all of the Units owned directly or indirectly by MGM and its Affiliates at the purchase price equal to one hundred percent (100%) of the Conditional Transfer Price applicable to such Units, and MGM will transfer and sell such Units to DW.

          Section 9.4 Replacement of Managing Member . Except as otherwise provided in this Agreement, the Managing Member may only be changed with the approval of each Member, upon resignation of the Managing Member, upon an Event of Default on the part of the Managing Member or, at the election of DW in the event of the termination of the Managing Member as the Operations Manager due to an default (beyond all applicable cure periods) under the Operations Management Agreement.

ARTICLE 10

REPRESENTATIONS AND WARRANTIES

          Section 10.1 MGM . For the purposes of this Section 10.1, in addition all other document or information otherwise expressly disclosed to DW in writing, any document or information set forth in any public report (including all exhibits thereto) filed by MGM MIRAGE with the U.S. Securities and Exchange Commission shall be deemed to have been expressly disclosed to DW in writing. For the purposes of this Section 10.1, the “actual knowledge” of MGM shall mean the actual (and not constructive) knowledge of James Murren, Gary Jacobs, Robert Baldwin, William McBeath, Bruce Aguilera and John McManus.

          MGM hereby represents and warrants, as of the date of this Agreement, that:

               (a) MGM is a Nevada corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has the requisite corporate power and authority to enter into and carry out the terms of this Agreement;

               (b) all of the outstanding equity interests of MGM are owned directly or indirectly by MGM MIRAGE;

               (c) all corporate action required to be taken by MGM to enter into this Agreement has been taken;

               (d) this Agreement has been duly executed and delivered by MGM and constitutes the legal, valid and binding obligation of MGM, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally, equitable principles and judicial discretion);

               (e) to the best of its knowledge, neither the execution and delivery of this Agreement, nor the performance of its obligations hereunder, has resulted or will result in any violation of, or default under, the charter documents of MGM or any indenture, trust agreement, mortgage or other agreement or any permit, judgment, decree or order to which MGM is a party or by which it is bound, and there is no default and no event or omission has occurred which, with the passage of time or the giving of notice or both, would constitute a default on the part of MGM under this Agreement;

               (f) to the “actual knowledge” of MGM, there is no material civil, criminal or administrative action, suit, claim, hearing, investigation or proceeding pending or, to the “actual knowledge” of MGM, threatened against MGM, the Company, or the Project Assets,

in any court, by any governmental entity or before any arbitrator or other tribunal. To the “actual knowledge” of MGM, (i) MGM is not subject to any material, outstanding action, order, writ, judgment, injunction or decree of any court or governmental entity related to their respective assets or operations, including the Project Assets, and (ii) the Project Assets are not in material violation of any Environmental Laws;

               (g) there are no outstanding warrants, options or rights to purchase or otherwise acquire any ownership interest of any proposed Subsidiary of the Company, and there are no contracts, agreements, arrangements or understandings, whether written or oral, relating to the issuance, sale or transfer of equity interests in any proposed Subsidiary of the Company. There are no irrevocable proxies and no voting agreements with respect to any proposed Subsidiary of the Company. There are no outstanding or authorized equity appreciation, phantom stock, profit participation or similar rights with respect to any proposed Subsidiary of the Company. There are no authorized or outstanding bonds, debentures, notes or other indebtedness of any proposed Subsidiary of the Company, the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire equity interests having the right to vote) with the holders of equity interests of any proposed Subsidiary of the Company. There are no agreements, contracts, arrangements or understandings, whether written or oral, to which any proposed Subsidiary of the Company is a party or by which any proposed Subsidiary of the Company is bound relating to the right or obligation of any Person to have his, her or its equity interests in such any proposed Subsidiary of the Company repurchased, redeemed or otherwise acquired by any other Person;

               (h) MGM and the Project Assets are each in material compliance with all applicable U.S. federal, state or local laws, statutes, ordinances, rules, regulations, orders, judgments or decrees;

               (i) the Current Owners have, and the Project Owner will have, a valid fee estate or leasehold in and to all real property, and valid title to all other personal and intangible property otherwise comprising the Project Assets, free and clear of all Liens, other than Liens existing under the Development Agreement and other Permitted Liens;

               (j) after giving effect to the formation of Project Owner and the contributions to the Company by MGM on the Closing Date of its membership interests in Project Owner, the Company will have good title to all of the equity interests in Project Owner free and clear of all Liens;

               (k) to its “actual knowledge,” (i) MGM has disclosed to DW in writing, whether by way of the Title Policy or otherwise, the amount and extent of the Permitted Liens that relate to items (b), (c), and (d) in the definition of “Permitted Liens” set forth above and (ii) the amount subject to the Permitted Liens that relate to item (e) are set forth in the Construction Budget.

               (l) MGM has no reason to believe that it or its Affiliates will not receive any license, approval or permit necessary for the consummation of the transactions contemplated by this Agreement;

               (m) MGM is not, nor will the Company as a result of MGM holding Units be, an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940;

               (n) MGM acknowledges that the Units it is acquiring hereunder have not been registered under the Securities Act of 1933, as amended, or any other state or federal law relating to the sale or offering for sale of securities. MGM’s acquisition of its Units is being made for its own account for investment, and not with a view to the sale or distribution thereof. MGM is aware that the Units it is acquiring hereunder cannot be resold without registration under applicable securities laws, or exemption therefrom;

               (o) MGM is acquiring its Units based upon its own investigation, and the exercise by MGM of its rights and the performance of its obligations under this Agreement will be based upon its own investigation, analysis and expertise;

               (p) MGM is not a “foreign person” as defined in Internal Revenue Code Section 1445 and the regulations issued thereunder;

               (q) except for obligations expressly disclosed to DW in writing and except for trade payables or similar obligations included in the Construction Budget, as of the date of this Agreement, there are no liabilities, whether absolute or contingent, in each case, that would otherwise be transferred with, be attached to, or otherwise encumber the Initial Contribution (including any equity interest of an entity that would be included in the Initial Contribution) when contributed to the Company by MGM;

               (r) except as expressly disclosed to DW in writing, there are no material amendments, supplements, waivers, extensions or other modifications to any Major Contracts or Major Leases. Except as expressly disclosed to DW in writing, there are no material oral modifications or understandings with respect to the Major Contracts or Major Leases and, without limitation, neither MGM, the Project Owner, the Current Owners, nor any of their Affiliates, has delivered to the counterparties under the Major Contracts or Major Leases, or has received from, or on behalf of, such counterparties, any notice or demand under or in connection with any of the Major Contracts or Major Leases. The Development Agreement, Major Contracts and Major Leases are in full force and effect, and, except as expressly disclosed to DW in writing, there is no breach or default by MGM, the Project Owner, the Current Owners or any of their Affiliates or, to the “actual knowledge” of MGM, by such counterparties under the Development Agreement, any Major Contract or any Major Lease;

               (s) to the “actual knowledge” of MGM, there is no reason to believe that the Current Owners do not have, and the Project Owner will not have or will not be able to obtain, sufficient entitlements for water and other utilities to be supplied to the Project Assets to complete construction of the Project and to operate the Project in accordance with the Business Plan;

               (t) to the “actual knowledge” of MGM, there is no reason to believe that the Current Owners do not have, and the Project Owner will not have or will not be able to

obtain, sufficient entitlements under the Development Agreement necessary to complete construction of the Project and to operate the Project in accordance with the Business Plan;

               (u) to the “actual knowledge” of MGM, there is no reason to believe that the Current Owners do not have, and the Project Owner will not have or will not be able to obtain, applicable determination letters from the Federal Aviation Agency necessary for the planned height of the proposed buildings in the Project to complete construction of the Project and to operate the Project in accordance with the Business Plan;

               (v) MGM, the Current Owners and their Affiliates have provided or otherwise made available to DW a list and copies of all physical, environmental and other written reports (and all amendments and supplements thereto) which are material to the ownership, operation and maintenance of the Project, and which were prepared for, by or are otherwise in the possession of such parties or any of its Affiliates respecting the Project; and

               (w) to the “actual knowledge” of MGM and other than as a result of any regulation, decree, legislation, interpretation, or amendments thereto, by any federal, state or local governmental entity or agency, in each case, adopted or approved after the Signing Date but applied retroactively, the potential sales/use tax exemption and the potential property tax abatement applicable to the Project pursuant to Nevada State Assembly Bill No.621 (“AB621”), shall not be reduced or otherwise threatened solely as a result of the consummation of the transactions contemplated by this Agreement. DW acknowledges and agrees that (i) the regulations to be promulgated by the Nevada Office of Energy and the Nevada Department of Taxation pursuant to AB621 have not been finalized as of the Signing Date, (ii) any tax benefits to the Project under AB621 shall not accrue until after final completion of the Project and (x) the achievement of Silver LEED certification of the Project as determined by the US Green Building Council (“Silver Certification”), and (y) the confirmation by the State of Nevada of such Silver Certification, and (iii) that granting of such Silver Certification is not assured.

               (x) to the “actual knowledge” of MGM, there is no reasonable basis for any past or present employees of the Current Owners to assert any class action claims or any claims that could be made by any applicable labor union.

               (y) to the “actual knowledge” of MGM, as of the Signing Date, there is no reasonable basis for MGM to believe that the amounts set forth in the Construction Budget delivered to DW as of the Signing Date, are not, in the aggregate, sufficient to complete the Project within the scope of work contemplated by the Members as of the Signing Date.

          Section 10.2 DW . For the purposes of this Section 10.2, the “actual knowledge” of DW shall mean the actual (and not constructive) knowledge of Abdul Wahid Al Ulama and Kar Tung Quek.

          Section 10.3 DW hereby represents and warrants, which representations and warranties, as of the date of this Agreement, that:

               (a) DW is a Dubai government decree entity, duly organized, validly existing and in good standing under the laws of the Dubai, and has the requisite power and authority to enter into and carry out the terms of this Agreement;

               (b) The government of Dubai is the sole owner of DW;

               (c) DW has taken all necessary action required under Dubai law to enter into this Agreement;

               (d) this Agreement has been duly executed and delivered by DW and constitutes the legal, valid and binding obligation of DW, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally, equitable principles and judicial discretion);

               (e) to the best of its knowledge, neither the execution and delivery of this Agreement, nor the performance of its obligations hereunder, has resulted or will result in any violation of, or default under, any indenture, trust agreement, mortgage or other agreement or any permit, judgment, decree or order to which DW is a party or by which it is bound, and there is no default and no event or omission has occurred which, with the passage of time or the giving of notice or both, would constitute a default on the part of DW under this Agreement;

               (f) to the best of its knowledge, there is no action, proceeding or investigation, pending or threatened, which questions the validity or enforceability of this Agreement as to DW; and

               (g) to the “actual knowledge” of DW, there is no material civil, criminal or administrative action, suit, claim, hearing, investigation or proceeding pending or, to the “actual knowledge” of DW, threatened against DW, or the Company, in any court, by any governmental entity or before any arbitrator or other tribunal. To the “actual knowledge” of DW, neither DW nor the Company is subject to any material outstanding action, order, writ, judgment, injunction or decree of any court or governmental entity related to their respective assets or operations, including the Project Assets.

               (h) there are no outstanding warrants, options or rights to purchase or otherwise acquire any ownership interest of any proposed Subsidiary of the Company, and there are no contracts, agreements, arrangements or understandings, whether written or oral, relating to the issuance, sale or transfer of equity interests in any proposed Subsidiary of the Company. There are no irrevocable proxies and no voting agreements with respect to the in any proposed Subsidiary of the Company. There are no outstanding or authorized equity appreciation, phantom stock, profit participation or similar rights with respect to in any proposed Subsidiary of the Company. There are no authorized or outstanding bonds, debentures, notes or other indebtedness of in any proposed Subsidiary of the Company, the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire equity interests having the right to vote) with the holders of equity interests of any proposed Subsidiary of the Company. There are no agreements, contracts, arrangements or understandings, whether written or oral, to which any proposed Subsidiary of the Company is a party or by which any proposed Subsidiary of the Company is bound relating to the right or

obligation of any Person to have his, her or its equity interests in such any proposed Subsidiary of the Company repurchased, redeemed or otherwise acquired by any other Person;

               (i) DW is in material compliance with all applicable and material U.S. federal, state or local laws, statutes, ordinances, rules, regulations, orders, judgments or decrees.

               (j) DW has no reason to believe that it or its Affiliates will not receive any license, approval or permit necessary for the consummation of the transactions contemplated by this Agreement;

               (k) DW is not, nor will the Company as a result of DW holding Units be, an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940;

               (l) DW acknowledges that the Units it is acquiring hereunder have not been registered under the Securities Act of 1933, as amended, or any other state or federal law relating to the sale or offering for sale of securities. DW’s acquisition of its Units is being made for its own account for investment, and not with a view to the sale or distribution thereof. DW is aware that the Units it is acquiring hereunder cannot be resold without registration under applicable securities laws, or exemption therefrom; and

               (m) DW is acquiring its Units based upon its own investigation, and the exercise by DW of its rights and the performance of its obligations under this Agreement will be based upon its own investigation, analysis and expertise.

          Section 10.4 Brokers . The parties each represent to the other that they have not retained any broker, finder or agent in connection with the transactions contemplated hereby or the negotiation thereof. Each party shall indemnify and hold the other party harmless from and against all losses, claims, damages and liabilities, including reasonable attorneys’ fees, arising out of or relating to any claim of brokerage or other commissions relative to this Agreement or the transactions contemplated hereby insofar as any such claim arises by reason of services alleged to have been rendered to or at the request of the indemnifying party.

ARTICLE 11

TRANSFER OF UNITS

          Section 11.1 Restrictions on Transfers . Except as set forth in Section 11.2, no holder of a Unit may Transfer all or any portion of such holder’s Units prior to the fifth (5th) anniversary of the Casino Opening Date. Thereafter, a holder of a Unit may Transfer all or any portion of such holder’s Units to any Person, subject to the conditions and restrictions set forth in Section 11.3 and to compliance with the terms of the right of first offer set forth in Section 11.6 and the Tag-Along Rights set forth in Section 11.7. Notwithstanding the foregoing, subject to Section 11.3, a Member may at any time Transfer its Units pursuant to the terms set forth in Section 11.2.

          Section 11.2 Permitted Transfers . Subject to the conditions and restrictions set forth in Section 11.3 below, a Member may at any time Transfer all or any portion of its Units to (i) any other Member, and (ii) any Permitted Transferee (each, a “Permitted Transfer”). Except in connection with a Transfer occurring following compliance with the terms of the right of first offer set forth in Section 11.6, no Member is released from its obligations under this Agreement solely as a result of the Permitted Transfer of all of its Units to a Permitted Transferee.

               (a) As a condition to the Transfer to a Permitted Transferee, each Permitted Transferee of any Member to which Units are Transferred shall agree to Transfer back to such Member (or to another Permitted Transferee of such Member) any Units it owns prior to such Permitted Transferee ceasing to be a Permitted Transferee of such Member.

               (b) Subject to the Approval of the Board of Directors, any Member may pledge its Units as collateral to lenders in connection with the Financing. In addition, either Member may pledge its Units as collateral in connection with any bona fide financing transaction by its Affiliates, provided that the lender is an institutional bank or investment bank and is not a Material Competitor nor an Affiliate of a Material Competitor, and provided that such pledge would be subordinate to the Financing. Such pledge must also provide that the Member whose Units are not the subject of such pledge shall have the right, prior to such lender’s foreclosure, to pay in full the debt secured by such pledge as it relates to the applicable Units so pledged.

          Section 11.3 Conditions to Transfers . A Transfer will not be treated as a Transfer permitted under Section 11.1, Section 11.2, or Section 11.6 unless and until all of the following conditions are satisfied:

               (a) The transferor and transferee execute and deliver to the Company such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer and the transferee executes and delivers to the Company a joinder to this Agreement in a form reasonably satisfactory to the Company to be bound by the terms and conditions of this Agreement to the same extent that the transferring Member was so bound. In all cases, the transferor and/or transferee must reimburse the Company for all costs and expenses that the Company incurs in connection with such Transfer.

                    (i) The transferor and transferee must furnish the Company with the transferee’s taxpayer identification number, sufficient information to determine the transferee’s initial tax basis in the Units transferred, and any other information reasonably necessary to permit the Company to file all required U.S. federal and state tax returns and other legally-required information statements or returns. Without limiting the generality of the foregoing, the Company is not required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until the Company has received such information.

                    (ii) The Transfer would not, in the opinion of counsel chosen by the Company, result in the termination of the Company within the meaning of Section 708 of the Code.

                    (iii) The Units to be Transferred must be registered under the Securities Act and any applicable state securities Laws, or, unless waived by the non-transferring Members, the transferor must provide to the Company an opinion of counsel, which opinion and counsel must be reasonably satisfactory to the non-transferring Member, to the effect that such Transfer is exempt from registration under the Securities Act and any other applicable state securities Laws.

                    (iv) In the case of a Transfer to a Material Competitor, the non-Transferring Member must consent to such Transfer.

                    (v) All approvals of any Gaming Authority required to effect a Transfer must be obtained prior to such Transfer.

               (b) Notwithstanding anything to the contrary in this Agreement, no Member shall be permitted to Transfer its Units or any portion thereof to the extent such Transfer would be in violation of applicable Law (including securities laws and regulations and all Gaming Laws) or would cause a default under any agreement or instrument to which the Company is a party or by which it is bound.

          Section 11.4 Prohibited Transfers .

               (a) Any purported Transfer of Units that is not made in compliance with the applicable provisions of Section 11.1, Section 11.2, and Section 11.6 shall be null and void and of no force or effect whatsoever. In the case of a Transfer or attempted Transfer of Units other than pursuant to the applicable provisions of Section 11.1, Section 11.2, and Section 11.6, the parties engaging or attempting to engage in such Transfer are obligated to indemnify, defend and hold harmless the Company and the other Members for, from and against all cost, liability and damage that the Company or any of such indemnified Members may incur (including incremental tax liabilities, attorneys’ fees and expenses) as a result of such attempted Transfer and efforts to enforce the indemnity granted hereby.

               (b) If as a result of any direct or indirect transfer of Units, including any Transfers that are permitted under this Article 11 or any transfers of any direct or indirect interest in the Units that fall outside the definition of a Transfer, a Material Competitor acquires a direct or indirect interest in the Company, then, notwithstanding anything to the contrary in this Agreement, the following shall apply:

                    (i) The Member with respect to whom such transfer has occurred (a “Passive Member”) will become a passive member of the Company with no right to (x) appoint more than one member to the Board of Directors, and all other Representative appointed by such Member will be removed immediately from the Board of Director and with no further action, (y) act as or appoint a Managing Member, or (z) have a Representative appointed by such Passive Member not vote on any matters other than those specifically provided in the Sections 9.3(a)(v), 9.3(a)(vii), 9.3(a)(xii), 9.3(a)(xx), 9.3(a)(xxi), and 9.3(a)(xxii).

               (c) Any purported Transfer of Units that is not made in compliance with the applicable provisions of this Article 11 shall be null and void and of no force or effect

whatsoever. In the case of a Transfer or attempted Transfer of Units other than pursuant to the applicable provisions of Article 11, the parties engaging or attempting to engage in such Transfer are obligated to indemnify, defend and hold harmless the Company and the other Members for, from and against all cost, liability and damage that the Company or any of such indemnified Members may incur (including incremental tax liabilities, attorneys’ fees and expenses) as a result of such attempted Transfer and efforts to enforce the indemnity granted hereby.

          Section 11.5 Distributions and Allocations in Respect of Transferred Units . If any Units are Transferred during any Fiscal Year in compliance with the provisions of this Article 11, Profits, Losses, each item thereof and all other items attributable to the Transferred Units for such Fiscal Year will be divided and allocated between the transferor and the transferee by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using any convention permitted by law and selected by the Managing Member. All distributions on or before the date of such Transfer will be made to the transferor and all distributions thereafter will be made to the transferee. Any Transfer of a Member’s Unit to a Transferor shall be deemed a transfer of such Member’s Interest and Profit Interest represented by such Unit in relation to the total number of Units owned by such Member immediately prior to such Transfer. Solely for purposes of making such allocations and distributions, the Company will recognize such Transfer not later than the end of the calendar month during which the Company is given notice of the Transfer, provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company will recognize the Transfer as of the date of the Transfer, and provided further that if the Company does not receive a notice stating the date such Units were transferred and such other information as the Managing Member may reasonably require within thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all such items will be allocated, and all distributions will be made, to the Person who, according to the books and records of the Company, was the owner of the Units on the last day of such Fiscal Year. Neither the Company nor the Managing Member will incur any liability for making allocations and distributions in accordance with the provisions of this Section 11.5, whether or not the Managing Member or the Company have knowledge of any Transfer of ownership of any Units.

          Section 11.6 Right of First Offer .

               (a)  Notice . A Member desiring to Transfer Units (other than pursuant to Section 11.2) (a “Disposing Member”) shall first provide to the other Members and the Company prior written notice of the Member’s intention to make a Transfer of Units (the “Disposition Notice”), which shall set forth the number of Units proposed to be Transferred (the “Offered Units”).

               (b)  Option to the Non-Disposing Member . Upon receipt of the Disposition Notice, the other Member (the “Non-Disposing Member”) has the right, exercisable within 30 days after receipt of the Disposition Notice (the “Offer Period”), to offer to purchase all, but not less than all, of the Offered Units by giving written notice to the Disposing Member (the “Offer Notice”) and stating the terms (including the cash purchase price per Unit) on which the Non-Disposing Member irrevocably offers to purchase all of the Offered Units. The Disposing Member may elect to accept the offer stated in the Offer Notice by giving written

notice (the “Acceptance Notice”) to the Disposing Member within 30 days after receipt of the Offer Notice. The delivery of the Acceptance Notice shall result in a binding contract between the Disposing Member and the Non-Disposing Member at the price stated in the Offer Notice. Within thirty (30) days following the receipt of the Acceptance Notice or, if later, the receipt of any required approvals from any Gaming Authority, the Disposing Member and the Non-Disposing Member shall complete the sale and purchase of the Units.

               (c)  Sale to a Third Party . In the event that the Disposing Member does not accept the offer set forth in the Offer Notice (or if the Non-Disposing Member does not deliver an Offer Notice within the time period contemplated by Section 11.6(b)), the Disposing Member shall have the right to sell the Units to a third party at a price that is not less than the price set forth in the Offer Notice and other terms and conditions that are not less favorable than the terms and conditions set forth in the Offer Notice (or, if no Offer Notice was delivered pursuant to Section 11.6(b), at any price and terms and conditions); provided, however, that the consummation and closing of such sale must occur within one hundred eighty (180) days after expiration of the Offer Period, provided, further that such 180-day period may be extended to allow for obtaining any necessary Gaming and regulatory approvals as long as the Disposing Member and the proposed transferee of the Disposing Member’s Units are using commercially reasonable efforts to obtain such approvals. If such sale of the Units is not closed within such 180-day period, or if the Disposing Member wishes to enter into a contract to sell the Units on terms less than the price set forth in the Offer Notice or on terms and conditions less favorable than set forth in the Offer Notice, then any subsequent sale of the Units by the Disposing Member may be effected only after again complying with the conditions of this Section 11.6.

          Section 11.7 Indirect Transfers . In the case of an indirect Transfer of Units, (A) the right of first offer provided for under Section 11.6 shall apply to all of the Units held by the Member (versus only the Offered Units ), and (B) the burden is on the Member with respect to whom there is a Transfer to construct a transaction in which the Units are separately priced in order to determine whether the requirements of Sections 11.6 and 11.7 have been met.

          Section 11.8 Tag-Along Rights .

               (a) Notwithstanding anything to the contrary in this Agreement, neither Member (“Selling Member”) may Transfer any or all of its Units to a Person other than to a Permitted Transferee unless the other Member has the right to sell, in the same transaction, its Units to such Person, on a pro-rata basis based on each Member’s Profit Interest, for a purchase price determined in the identical manner, after giving effect to any adjustments made pursuant to Section 3.4(b) hereof to the Profit Interest corresponding to such Member’s Units, to the Profit Interest attach, as the purchase price of the Selling Member’s Units shall have been determined (and subject to identical method of payment and other terms).

               (b) As soon as practicable after the Selling Member decides or proposes to sell any or all of its Units, but at least ninety (90) days before the proposed date of a sale of the Selling Member’s Units, the Selling Member shall give a written notice (the “Tag-Along Notice”) to the other Member at each Member’s address as shown on the Company’s records. The Tag-Along Notice shall describe in detail the proposed sale, including the proposed price or consideration to be paid, the name and address of the proposed transferee, and if the

Selling Member is proposing to sell less than all of its Units, the proportion of their total Units that they intend to sell. The non-Selling Member (“Tagging Member”) shall have the right to sell to the proposed transferee the same proportion, based on such Member’s Profit Interest, of such Member’s Units on the terms, subject to adjustments in the price based on any adjustments to each Member’s Profit Interest previously made pursuant to this Section 3.4(b) hereof, set forth in the Tag-Along Notice. Other than as set forth herein, the terms of the Tag-Along Notice shall not be more burdensome to the Tagging Member than the terms applicable to the Selling Member in the purchase transaction with the transferee.

               (c) The Tagging Member shall exercise the rights under this Section 11.7 by delivering a notice of exercise to the Selling Member, with a copy to the Company, within thirty (30) days after the delivery of the Tag-Along Notice to the Tagging Member.

               (d) No later than one hundred eighty (180) days following delivery of the Tag Along Notice to the Company, the Selling Members shall conclude the sale of its Units on the terms and conditions described in the Tag Along Notice, and the Tagging Member shall simultaneously sell its Units on the terms and conditions described in the Tag Along Notice (subject to adjustments in the price based on any adjustments to each Member’s Profit Interest previously made pursuant to Section 3.4(b)).

ARTICLE 12

GAMING LAWS

          Section 12.1 Qualifications .

               (a)  Subject to Gaming Laws . If the Company becomes, and for as long as it remains, subject to regulation under any Gaming Laws, ownership of the Company shall be held subject to the applicable provisions of any applicable Gaming Laws.

               (b)  Officers and Employees . The election of an individual to serve in any capacity with the Company is subject to any findings of suitability, qualifications or approvals required under any Gaming Laws. For purposes of this Agreement, an individual shall be qualified to serve as an officer or in any other capacity, for so long as that individual is determined to be, and continues to be, qualified and deemed suitable by all Gaming Authorities and under all applicable Gaming Laws. In the event any such individual does not continue to be so qualified and suitable, that individual shall be disqualified and shall cease to be an officer or serve in such other capacity with the Company.

ARTICLE 13

EVENTS OF DEFAULT

          Section 13.1 Events of Default . The occurrence of any of the following events shall constitute an “Event of Default” hereunder on the part of the Member to which such event relates (the “Defaulting Member”) if within 30 days following delivery to the Defaulting Member of written notice of such default by the other Member, or within 10 days if the default is

due solely to the non payment of monies, the Defaulting Member fails to pay such monies, or in the case of non monetary defaults, fails to commence substantial efforts to cure such default or thereafter fails within a reasonable time to prosecute to completion with diligence the curing of such default; provided, however, that the occurrence of any of the events described in Section 12.3(a) or (b) shall constitute an Event of Default immediately upon such occurrence without any requirement of notice or the passage of time except as specifically set forth therein:

               (a) the violation by a Member of any of the restrictions set forth in Article 11 of this Agreement upon the right of such Member to Transfer its Units (a “Transfer Breach”);

               (b) (i) the institution by a Member of proceedings under any federal or state law for the relief of debtors wherein such Member is seeking relief as debtor, (ii) a general assignment by a Member for the benefit of creditors, (iii) the institution by a Member of a proceeding for relief under the Federal Bankruptcy Code, (iv) the institution against a Member of a proceeding under the Federal Bankruptcy Code, which proceeding is not dismissed, stayed or discharged within 60 days after the filing thereof or, if stayed, which stay is thereafter lifted without a contemporaneous discharge or dismissal of such proceeding, (v) the admission by a Member in writing of its inability to pay its debts as they mature or (vi) the attachment, execution or other judicial seizure of all or any substantial part of a Member’s Units which remains undismissed or undischarged for a period of 15 days after the levy thereof, if such attachment, execution or other judicial seizure would reasonably be expected to have a material adverse effect upon the performance by such Member of its obligations under this Agreement; provided, however, that any such attachment, execution or seizure shall not constitute an Event of Default if such Member posts a bond sufficient to fully satisfy the amount of such claim or judgment within 15 days after the levy thereof and the Member’s Units is thereby released from the lien of such attachment (each an “Event of Bankruptcy”);

               (c) any material breach by a Member of its representations and warranties pursuant to Article 10 hereof or any material default in performance of, or failure to comply with, any other agreement, obligation or undertaking of a Member contained in this Agreement;

               (d) the issuance of a final and non appealable order or directive of a governmental agency of any jurisdiction, including any Gaming Authorities, disqualifying a Member from holding any license, approval or permit required for the business of the Company, or directing that the other Member or any of its Affiliates terminate its relationship with such Member (a “License Breach”); or

               (e) the occurrence of any fraudulent act or intentional act of willful misconduct by a Member in connection with or in any way relating to the Company, the Project or the Project Assets.

          Section 13.2 Remedies upon Default .

               (a) Upon the occurrence of any Event of Default, the Non Defaulting Member shall have the right, without limitation, to exercise any and all rights and remedies set forth in this Agreement or as may be available at law or in equity against the Defaulting Member.

               (b) In no event shall any Member have the right to, nor shall any Member be obligated or liable for, consequential, special or punitive damages, and in no event may the total damages recovered under any circumstances exceed the amount of Capital Contributions paid or payable by a Member; provided, however, that, nothing in this Section 13.2 shall be deemed to apply to, or limit or otherwise modify, any rights of any Member under Sections 4.2(c)(ii) or 13.5 hereof.

          Section 13.3 Indemnification .

               (a)  Indemnification by MGM .

                    (i) MGM shall indemnify and defend the Company, the Subsidiaries of the Company, DW, DW’s Affiliates and their respective stockholders, members, partners, managers, officers, directors, employees, agents, successors and assigns (the “DW Indemnitees”) against, and shall hold the DW Indemnitees harmless from, any Loss incurred by a DW Indemnitee in connection with, or otherwise with respect to any breach of any representation, warranty, covenant or agreement made by MGM under this Agreement.

                    (ii) MGM shall not be liable for any Loss or Losses for purposes of a claim pursuant to Section 13.3(a) unless and until the aggregate amount of all Losses incurred by the DW Indemnitees exceeds $20,000,000 (the “Deductible”), and then without regard to the Deductible (and MGM shall have first-dollar liability); provided, however, that the cumulative indemnification obligation of MGM under this Section 13.3 shall in no event exceed the Unreturned Investment of DW at the time of such indemnification.

                    (iii) In the event that MGM’s aggregate obligations under this Section 13.3 exceed five hundred million dollars ($500,000,000), MGM may elect to purchase, upon written notice of such election (the “Indemnification Purchase Notice”) and subject to the right of DW to exercise its Liability Limitation Option, all rights and title to all of the Units owned directly or indirectly by DW and its Affiliates at the purchase price equal to the greater of (A) the Conditional Transfer Price and (B) the amount of Unreturned Investment of DW, and DW will transfer and sell such Units to MGM; provided, however, that MGM shall receive credit with respect to such purchase price in an amount equal to the aggregate amounts paid by MGM or its Affiliates to DW or its Affiliates under Sections 13.3(a)(i) and 13.3(a)(ii) hereof. The purchase price for the Units transferred and sold pursuant to this Section 13.3(a)(iii) shall be paid pursuant to the Early Purchase Procedure. Within fifteen (15) from the date of the Indemnification Purchase Notice, DW may elect (the “Liability Limitation Option”) not to sell its Units to MGM pursuant to this Section 13.3(a)(iii) by promptly paying to MGM in cash all amounts paid by MGM and actually received by DW, if any, pursuant to Sections 13.3(a)(i) and 13.3(a)(ii) hereof in excess of five hundred million dollars ($500,000,000) and delivering to MGM a written notice of its election not to sell its Units pursuant to this Section 13.3(a)(iii).

From the date of exercise of the Liability Limitation Option, provisions of Section 13.3(a)(ii) notwithstanding, the cumulative indemnification obligation of MGM under this Section 13.3 shall in no event exceed five hundred million dollars ($500,000,000); provided, however, that DW’s right to indemnification up to five hundred million dollars ($500,000,000) shall not be affected as a result of its exercise of the Liability Limitation Option.

          Section 13.4 Indemnification by DW . DW shall indemnify and defend Company, the Subsidiaries of the Company, MGM, MGM’s Affiliates and their respective stockholders, members, partners, managers, officers, directors, employees, agents, successors and assigns (the “MGM Indemnitees”) against, and shall hold the MGM Indemnitees harmless from, any Loss resulting from, arising out of, or incurred by the MGM Indemnitees in connection with, or otherwise with respect to any breach of any representation, warranty, covenant or agreement made by DW contained in this Agreement.

          Section 13.5 Buy Out on Default .

               (a) At any time during the continuance of an Event of Default under this Agreement resulting from a Transfer Breach or a License Breach, the Non Defaulting Member, without limiting any other rights or remedies it may have under this Agreement, at law or in equity, may, upon written notice (the “Appraisal Notice”) delivered to the Defaulting Member, elect to purchase all (but not less than all) of the Units of the Defaulting Member for cash in an amount equal to the lesser of (A) the Conditional Transfer Price and (B) the amount of the Unreturned Investment for the Defaulting Member, and the Defaulting Member will transfer and sell such Units to the Non Defaulting Member. If DW is the Defaulting Party, the purchase price for the Units transferred and sold by DW pursuant to this Section 13.5(a) shall be paid by MGM pursuant to the Early Purchase Procedure. The “Appraised Value” for all of the Units of a Member shall be an amount equal to the Member’s Profit Interest multiplied by the fair market value of the Company, which shall represent the amount that a single purchaser unrelated to any Member would reasonably be expected to pay for the Company business and assets as a going concern, subject to all existing indebtedness and Liens, in a single cash purchase, taking into account the current condition, use and net income of the Project. If the Members are unable to mutually agree upon the Appraised Value within 30 days after delivery of the Appraisal Notice, each Member shall select a reputable MAI appraiser to determine the Appraised Value. The two appraisers shall furnish the Members with their written appraisals within 45 days of their selection, setting forth their determinations of the Appraised Value as of the date of the Appraisal Notice. If the higher of such appraisals does not exceed the lower of such appraisals by more than 10%, the Appraised Value shall be the average of the two appraisals. If the higher of such appraisals exceeds the lower of such appraisals by more than 10%, the two appraisers shall, within 20 days, mutually select a third reputable MAI appraiser. The third appraiser shall furnish the Members with its written appraisal within 45 days of its selection, and the Appraised Value shall be the average of the three appraisals. The cost of the appraisals shall be borne equally by the Defaulting Member and the non defaulting Member. The determination of the Appraised Value in accordance with this Section 13.5 shall constitute a final and non appealable arbitration. The closing of the purchase and sale of the Units of the Defaulting Member pursuant to this Section 13.5 shall occur not later than 90 days after determination of the Appraised Value, or

such other time as may be directed by the Nevada Gaming Authorities. At the closing, the Defaulting Member shall deliver to the non defaulting Member good title to its Units, free and clear of any Liens.

               (b) Notwithstanding anything to the contrary contained in Section 13.5(a), if MGM is the Defaulting Member, MGM may elect, following DW’s delivery of the Appraisal Notice, to purchase all of DW’s Units in an amount equal to the greater of (A) the Conditional Transfer Price and (B) the amount of the Unreturned Investment for DW by delivery of written notice thereof to DW within sixty (60) days of MGM’s receipt of the Appraisal Notice from DW. The purchase price for the Units transferred and sold pursuant to this Section 13.5(b) shall be paid pursuant to the Early Purchase Procedure. The Members acknowledge that the Project Assets are adjacent to other real property owned by MGM or its Affiliates, and that it is of paramount importance to MGM that the Project Assets remain at all times under the control of MGM, an Affiliate of MGM, or the Company.

ARTICLE 14

DISSOLUTION AND LIQUIDATION

          Section 14.1 Events of Dissolution . The Company shall dissolve upon the occurrence of any of the following events:

               (a) the sale or other disposition (including, without limitation, taking by eminent domain) of all or substantially all of the assets of the Company and the collection of the proceeds thereof;

               (b) the approval of each of the Members;

               (c) the death, withdrawal, bankruptcy or dissolution of a Member, or the occurrence of any event that terminates a Member’s continued interest in the Company or causes a Transfer of such interest by operation of law, unless within 90 days after such event one or more new Members is admitted pursuant to Section 11.2 or 14.2 hereof; or

               (d) the occurrence or failure to occur of any other event, as a result of which it is or becomes unlawful or impossible to carry on the business of the Company.

          Section 14.2 Members’ Consent to Continue Business . Upon the occurrence of an event described in Section 14.1 which may cause the dissolution of the Company, or subsequent discovery of the occurrence of such an event, the Managing Member shall immediately notify each of the remaining Members of the occurrence of the event, and each of the remaining Members shall notify the Managing Member whether or not it consents to continue the business of the Company. If all of the remaining Members consent to continue the Company’s business, and there are at least two remaining Members, the Company shall not be dissolved and the remaining Members shall continue the Company’s business. If there is only one remaining Member and it consents to continue the Company’s business, such Member shall have the absolute right, notwithstanding any contrary provision of this Agreement (but subject to applicable law) to Transfer a portion of its Units to a transferee (who may be an Affiliate of such

Member) and to unilaterally admit such transferee as a new Member in the Company, so that such two Members may continue the Company’s business.

          Section 14.3 Dissolution and Liquidation . Upon the occurrence of an event of dissolution described in Section 14.1, if the business of the Company is not continued by the remaining Members pursuant to Section 14.2, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up the Company’s business and affairs. To the extent not inconsistent with the foregoing, all covenants and obligations set forth in this Agreement shall continue in effect until such time as the Company’s assets have been distributed pursuant to this Section 14.3 and the Company has been liquidated. The Managing Member shall be responsible for overseeing the winding up and liquidation of the Company, shall take full account of the Company’s liabilities and assets, shall cause the assets to be liquidated as promptly as is consistent with obtaining the fair market value thereof and shall cause the proceeds therefrom, to the extent sufficient therefor, to be applied and distributed in the following order:

               (a) first, to the payment and discharge of all of the Company’s debts and liabilities to creditors other than Members, in the order of priority provided by law;

               (b) second, to the payment and discharge of all of the Company’s debts and liabilities to Members, other than liabilities for distributions to which Members are entitled in their capacities as Members pursuant to Article 6 hereof;

               (c) third, to the establishment of any reserves that may reasonably be deemed necessary by the Managing Member to meet any contingent or unforeseen liabilities or obligations of the Company not covered by insurance. Any such reserve shall be deposited in a bank or other financial institution. All or any portion of such reserve no longer needed for the purpose for which it was established shall be distributed as promptly as practicable in accordance with Section 14.3(d) or 14.3(e), as appropriate;

               (d) fourth, to the Members in accordance with the positive balances in their respective Capital Accounts; and

               (e) fifth, to the Members in accordance with their respective Profit Interests.

The Managing Member shall not receive any compensation for any services performed pursuant to this Section 14.3 but shall be entitled to reimbursement for all out of pocket costs and expenses reasonably incurred in connection therewith.

Any gains or losses on the disposition of assets of the Company in the process of liquidation shall be credited or charged to the Members in accordance with Article 5 hereof. Any property distributed in kind in the liquidation shall be valued by agreement of the Members and the Capital Accounts of the Members shall be adjusted to reflect the amount of Profits or Losses that would have been recognized by the Company had such property been sold for such value immediately before such

distribution.

In the event that any Member has a negative balance in its Capital Account after the liquidation of all of the Company’s assets, such Member shall contribute to the Company cash in an amount sufficient to eliminate such negative balance.

          Section 14.4 Notice of Dissolution . Upon the occurrence of an event of dissolution described in Section 14.1, if the business of the Company is not continued by the remaining Members pursuant to Section 14.2, the Managing Member shall, within 30 days thereafter (i) provide written notice thereof to each of the Members and to all other persons with whom the Company regularly conducts business (as determined in the discretion of the Managing Member) and (ii) publish notice of such dissolution in a newspaper of general circulation in each place in which the Company conducts business.

ARTICLE 15

MISCELLANEOUS PROVISIONS

          Section 15.1 Waiver of Partition and Covenant Not to Withdraw . Each Member covenants and agrees that the Members have entered into this Agreement based on the mutual expectation that both Members will continue as Members and carry out the duties and obligations undertaken by them hereunder and, except as otherwise expressly required or permitted by this Agreement or approved by each of the Members, each Member covenants and agrees not to (i) take any action to require partition or to compel any sale with respect to its Units or any property of the Company, (ii) take any action to file a certificate of dissolution or its equivalent with respect to itself, (iii) take any action that would cause an Event of Bankruptcy of such Member, (iv) withdraw or resign, or attempt to do so, from the Company, (v) exercise any power under the Act to dissolve the Company, (vi) except as permitted herein, transfer all or any portion of its Units, (vii) petition for judicial dissolution of the Company or (viii) demand a return of its capital contributions. Upon any breach of this Section 15.1 by any Member, the other Member (in addition to all rights and remedies it may have under this Agreement, at law or in equity) shall be entitled to a decree or order from a court of competent jurisdiction restraining and enjoining such application, action or proceeding.

          Section 15.2 Additional Agreements . DW shall have the right to exercise any and all remedies of the Company under any Additional Agreements in the name of and on behalf of the Company, without the necessity of and further notice to the counterparty under the applicable Additional Agreements.

          Section 15.3 Notices . Unless otherwise provided herein, all notices or other communications required or permitted by this Agreement shall be in writing and shall be deemed to have been duly given on the date of delivery if delivered personally to the Party to whom notice is given, on the next Business Day if sent by confirmed facsimile transmission or on the date of actual delivery if sent by overnight commercial courier or by first class mail, registered or certified, with postage prepaid and properly addressed to the Party at its address set forth

below, or at any other address that any Party may from time to time designate by written notice to the others:

If to MGM:

Mirage Resorts, Incorporated
c/o MGM MIRAGE
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attention: General Counsel
Facsimile: (702) 693-7628

If to MGM MIRAGE:

MGM MIRAGE
3600 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Attention: General Counsel
Facsimile: (702) 693-7628

If to DW:

Dubai World
Emirates Towers, Level 47
Sheikh Zayed Road
P. O. Box 17000
Dubai, United Arab Emirates
Attention: Mr. Kar Tung Quek
Facsimile: 011-971-4-361-2530

          Section 15.4 Amendments . The provisions of this Agreement may not be waived, amended or repealed, in whole or in part, except with the written consent of each of the Members.

          Section 15.5 Successors and Assigns . This Agreement shall be binding on, and inure to the benefit of, the Parties hereto and their respective heirs, legal representatives, successors and permitted transferees and assigns.

          Section 15.6 Time . Time is of the essence with respect to this Agreement and each and every provision hereof.

          Section 15.7 Severability . Each provision of this Agreement is intended to be severable. If any term or provision hereof is held to be illegal or invalid for any reason, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement.

          Section 15.8 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

          Section 15.9 Attorneys’ Fees . Except as otherwise provided in this Agreement, each of the Parties shall bear its own legal fees and expenses in connection with the negotiation, execution and performance of this Agreement. The Company shall bear all legal fees and expenses in connection with any proceeding in which the Company is named as a party. Should any action or proceeding be commenced (including without limitation any proceeding in bankruptcy) by any of the Parties to enforce any of the terms of this Agreement or that in any other way pertains to Company affairs or this Agreement, the prevailing Party or Parties in such action or proceeding (as determined by the presiding official(s)) shall be entitled to receive from the opposing Party or Parties the prevailing Party’s reasonable costs and attorneys’ fees incurred in investigating, prosecuting, defending or appearing in any such action or proceeding.

          Section 15.10 Entire Agreement . This Agreement constitutes the complete and exclusive statement of the agreement among the Parties. This Agreement supersedes all prior negotiations, understandings and agreements of the parties, written or oral, with respect to the subject matter hereof.

          Section 15.11 Further Assurances . Each of the Parties agrees to perform any further acts and execute, acknowledge and deliver any documents or instruments that may be reasonably necessary or appropriate to carry out the provisions of this Agreement and to satisfy the conditions to the obligations of the Parties hereunder.

          Section 15.12 Headings; Interpretation . Article and section headings contained in this Agreement are for convenience of reference only and shall not be deemed a part of this Agreement or have any legal effect. All provisions of this Agreement shall be construed to further the interests and business of the Company. The Parties agree to cooperate with one another in all respects in order to effect the purposes of and carry out the business activities of the Company, as more particularly set forth herein.

          Section 15.13 Exhibits . Each of the Exhibits referred to herein and attached hereto is hereby incorporated by reference and made a part hereof for all purposes. Unless the context otherwise expressly requires, any reference to “this Agreement” shall mean and include all such Exhibits.

          Section 15.14 Approvals and Consents . Whenever the approval or consent of a Member or any of the Parties is required by this Agreement, such Member or Party shall have the right to give or withhold such approval or consent in its sole and unfettered discretion, unless otherwise expressly provided herein.

          Section 15.15 Estoppels . Each of the Parties shall, upon the written request of any other Party, promptly execute and deliver to the other Parties a statement certifying that this Agreement is unmodified and in full force and effect (or, if modified, the nature of the modification) and whether or not there are, to such Party’s knowledge, any uncured defaults on

the part of the other Party or Parties, specifying such defaults if any exist. Any such statement may be relied upon by third parties.

          Section 15.16 Compliance with Laws and Contractual Obligations . Each of the Members shall at all times act in accordance with all applicable laws and regulations and shall indemnify and hold the other Parties (including their respective directors, officers, employees, Affiliates, successors and assigns) harmless for, from and against any and all claims, losses, damages, liabilities and costs, including without limitation, reasonable attorneys’ fees (which shall be reimbursed as incurred), arising out of or relating to any breach of such laws or regulations. The Company will at all times comply with all legal and contractual obligations and requirements applicable to the acquisition or development of the Project Assets and the operation of the Project.

          Section 15.17 Remedies Cumulative . Each right, power and remedy provided for in this Agreement or now or hereafter existing at law, in equity, by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for in this Agreement or now or hereafter existing at law, in equity, by statute or otherwise, and the exercise by any Party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such Party of any or all of such other rights, powers or remedies.

          Section 15.18 Waiver . No consent or waiver, express or implied, by any Party to or of any breach or default by any other Party in the performance of obligations under this Agreement shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such Party. Failure on the part of any Party to complain of any act or failure to act by any other party or to declare any other party in default, irrespective of how long such failure continues, shall not constitute a waiver by any Party of its rights under this Agreement.

          Section 15.19 Governing Law and Choice of Forum . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflict of law principles. In the event of any litigation between the Parties concerning or arising out of this Agreement, the Parties hereby consent to the exclusive jurisdiction of the federal and state courts in Delaware.

          Section 15.20 Survival of Indemnification Obligations . Each and every indemnification obligation of any one or more of the Members hereto shall expressly survive the termination of this Agreement and the dissolution of the Company.

          Section 15.21 Limited Liability .

          (a) The parties acknowledge that in the event there is a default or an alleged default by MGM under the arrangements contemplated by this Agreement, or any party has any claim arising from the arrangements contemplated in this Agreement, no party shall commence any lawsuit or otherwise seek to impose any liability whatsoever against Mr. Kirk Kerkorian, Tracinda Corporation, a Nevada corporation, and any other corporation or entity controlled by Mr. Kerkorian (other than MGM MIRAGE and its subsidiaries) or any principals of MGM

MIRAGE or the Affiliates of such principals (the “MGM MIRAGE Restricted Affiliates”). The parties hereby further agree that none of the MGM MIRAGE Restricted Affiliates shall have any liability whatsoever with respect to this Agreement. The parties hereby further agree that they shall not permit or cause the Company to assess a claim or impose any liability against any MGM MIRAGE Restricted Affiliate, either collectively or individually, as to any matter or thing arising out of or relating to this Agreement. In addition, the parties agree that none of the MGM MIRAGE Restricted Affiliates, individually or collectively, are a party to this Agreement or liable for any alleged breach or default of this Agreement by MGM or its Affiliates. It is expressly understood and agreed that this provision shall have no force and effect with respect to any document or agreement as to which Kirk Kerkorian or Tracinda Corporation is a party with DW or DW’s Affiliates, except as set forth in such other agreement.

          (b) The parties acknowledge that in the event there is a default or an alleged default by Infinity under the arrangements contemplated by this Agreement, or any party has any claim arising from the arrangements contemplated in this Agreement, no party shall commence any lawsuit or otherwise seek to impose any liability whatsoever against either the Government of Dubai, the United Arab Emirates, any corporation or entity controlled by the Government of Dubai or the United Arab Emirates (other than DW and its subsidiaries) or any principals of Dubai World or the Affiliates of such principals (the “Dubai World Restricted Affiliates”). The parties hereby further agree that none of the Dubai World Restricted Affiliates shall have any liability whatsoever with respect to this Agreement. The parties hereby further agree that they shall not permit or cause the Company to assess a claim or impose any liability against any Dubai World Restricted Affiliate, either collectively or individually, as to any matter or thing arising out of or relating to this Agreement. In addition, the parties agree that none of the Dubai World Restricted Affiliates, individually or collectively, are a party to this Agreement or liable for any alleged breach or default of this Agreement by DW or its Affiliates.

          Section 15.22 WAIVER OF TRIAL BY JURY . THE MEMBERS TO THIS AGREEMENT HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT, OR IN ANY WAY CONNECTED WITH, OR RELATED TO, OR INCIDENTAL TO, THE DEALINGS OF THE MEMBERS HERETO WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. TO THE EXTENT THEY MAY LEGALLY DO SO, THE MEMBERS HEREBY AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING SHALL BE DECIDED BY JUDICIAL REFERENCE IN THE MANNER DESCRIBED IN SECTION 14.12 AND THAT ANY MEMBER HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER MEMBER OR MEMBERS HERETO TO WAIVER OF ITS OR THEIR RIGHT TO TRIAL BY JURY AND AGREEMENT TO ABIDE BY THE PROCEDURES SET FORTH HEREIN.

[Signatures on Next Page]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

		MIRAGE RESORTS, INCORPORATED, a Nevada corporation
		By: Its:		/s/ Bryan L. Wright   Assistant Secretary
		DUBAI WORLD, a Dubai, United Arab Emirates government decree entity
		By:		/s/ Sultan Ahmed bin Sulayem
		Its:		Chairman

Exhibit 10.2

COMPANY STOCK PURCHASE AND SUPPORT AGREEMENT

      THIS COMPANY STOCK PURCHASE AND SUPPORT AGREEMENT (this “ Agreement ”) is made as of August 21, 2007, by and between MGM MIRAGE, a Delaware corporation (the “ Company ”), and INFINITY WORLD INVESTMENTS LLC, a Nevada limited liability company (“ Infinity World ”).

RECITALS

      WHEREAS , the Company and Infinity World, through certain Affiliated entities of Infinity World (Infinity World and such Affiliated entities and their permitted successors and assigns being referred to herein as the “ Infinity World Group ”) have determined to enter into a joint venture agreement (the “ Joint Venture Agreement ”) pursuant to which the Company and/or it’s Affiliates would contribute certain membership interests of entities holding the real estate assets of, and engaged in the project commonly known as, “CityCenter,” and the Infinity World Group would make certain capital contributions, to a newly formed limited liability company organized under the laws of the State of Delaware;

      WHEREAS , the Infinity World Group proposes to make a public tender offer (the “ Tender Offer ”) pursuant to an Offer to Purchase and related documentation (as amended and supplemented, the “ Offer Documents ”) to purchase up to 14,200,000 shares of common stock, par value $.01 per share, of the Company (the “ Common Stock ”), at a price per share of Common Stock equal to $84.00 net to the seller in cash (as such price may be adjusted, the “ Offer Price ”), on the terms and conditions set forth in the Offer Documents;

      WHEREAS, pursuant to the terms and conditions of this Agreement, the Company has agreed to issue and sell to Infinity World and Infinity World has agreed to purchase, 14,200,000 shares of Common Stock of the Company at a price per share of Common Stock equal to the Offer Price; and

      WHEREAS , the Company desires to grant the Infinity World Group certain rights with respect to the shares of Common Stock acquired by Infinity World pursuant to this Agreement and pursuant to the Tender Offer; and

      WHEREAS, in connection with and as an inducement to the Infinity World Group to enter into this Agreement, Tracinda Corporation, a Nevada corporation and the holder of approximately 153,837,330 shares of the Common Stock of the Company (Tracinda Corporation, its sole shareholder and any successor to Tracinda Corporation wholly owned by the sole shareholder of Tracinda Corporation are referred to herein as the “ Majority Stockholder ”), is concurrently herewith entering into a stockholder support agreement whereby the Majority Stockholder has agreed to vote its shares in favor of the Persons nominated to serve on the Board of Directors of the Company in accordance with this Agreement.

      NOW, THEREFORE , in consideration of the foregoing recitals and the mutual promises, representations, warranties, and covenants hereinafter set forth and for other good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

      1. DEFINITIONS AND REGISTRATION RIGHTS.

           1.1 Definitions. For purposes of this Agreement:

               (a) “ Acquisition ” and “ Acquisitions ” have the meanings set forth in Section 3.2(a).

               (b) “ Affiliate ” and “ Affiliated ” have the meaning ascribed to it in Rule 405 under the Securities Act.

               (c) “ Agreement ” has the meaning set forth in the Preamble.

               (d) “ Automatic Shelf Registration Statement ” has the meaning ascribed to it in Rule 405 under the Securities Act.

               (e) “ Closing ” has the meaning set forth in Section 2.2(a).

               (f) “ Closing Date ” means the date on which the Closing occurs.

               (g) “ Common Stock ” has the meaning set forth in the Recitals.

               (h) “ Company ” has the meaning set forth in the Preamble.

               (i) “ Current Shelf Registration Statement ” means the Company’s Automatic Shelf Registration Statement (File No. 333-133925), as amended or supplemented.

               (j) “ Effectiveness Period ” means the period commencing on the first date that a Prospectus Supplement is filed under the Securities Act and ending on the date the Registration Rights terminate pursuant to Section 5.8.

               (k) “ Encumbrances ” means any and all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever.

               (l) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

               (m) “ Filing Deadline ” has the meaning set forth in Section 5.1(a).

               (n) “ Form S-3 ” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

               (o) “ Free Writing Prospectus ” has the meaning set forth in Rule 405 of the Securities Act.

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

               (q) “ 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.

               (r) “ Gaming Laws ” means those laws pursuant to which any Gaming Authority possesses regulatory, licensing or permit authority over gaming within any jurisdiction.

               (s) “ Governmental Entity ” means any domestic or foreign court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, including all applicable Gaming Authorities.

               (t) “ HSR Act ” has the meaning set forth in Section 3.3(c).

               (u) “ Infinity World ” has the meaning set forth in the Preamble.

               (v) “ Infinity World Group ” has the meaning set forth in the Recitals.

               (w) “ Infinity World Group Pro Rata Share ” means, at any point in time, that percentage obtained by dividing (i) the total number of shares of Common Stock beneficially owned by the Infinity World Group, as of such point in time, by (ii) the total number of shares of Common Stock outstanding as of such point in time (as reasonably calculated based upon all available information).

               (x) “ Issue Notice ” has the meaning set forth in Section 3.1(a).

               (y) “ Issuer Free Writing Prospectus ” has the meaning set forth in Rule 433 of the Securities Act.

               (z) “ Joint Venture Agreement ” has the meaning set forth in the Recitals.

               (aa) “ Majority Stockholder ” has the meaning set forth in the Recitals.

               (bb) “ Material Event ” has the meaning set forth in Section 5.3(d).

               (cc) “ New Shares ” has the meaning set forth in Section 3.1.

               (dd) “ Nomination Notice ” has the meaning set forth in Section 4.3(a).

               (ee) “ Nominee ” and “ Nominees ” have the meanings set forth in Section 4.1.

               (ff) “ Person ” means a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Entity or other entity or organization.

               (gg) “ Prospectus Supplement ” means a prospectus supplement relating to the Current Shelf Registration Statement or any other registration statement of the Company, as amended or supplemented, and all materials incorporated by reference therein.

               (hh) “ Purchase Price ” has the meaning set forth in Section 2.1(b).

               (ii) “ Purchased Shares ” has the meaning set forth in Section 2.1(a).

               (jj) “ register, ” “ registered ” and “ registration ” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document by the SEC.

               (kk) “ Registrable Securities ” means: (i) any shares of Common Stock now held or hereafter acquired in any manner by the Infinity World Group (including the Transaction Shares); and (ii) any Common Stock issued as a dividend or other distribution with respect to, or in exchange for or in replacement of the shares referenced in clause (i) above.

               (ll) “ Registration Expenses ” means all expenses incurred by the Company in complying with Sections 5.1 and 5.2 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, reasonable fees and disbursements of counsel for the Infinity World Group, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).

               (mm) “ Registration Statement ” means any Shelf Registration Statement or other registration statement filed pursuant to Article 5 of this Agreement.

               (nn) “ Rule 144 ” means Rule 144 promulgated by the SEC pursuant to the Securities Act.

               (oo) “ Schedule 14D-9 ” has the meaning set forth in Section 3.4(b).

               (pp) “ SEC ” means the Securities and Exchange Commission.

               (qq) “ Securities Act ” means the Securities Act of 1933, as amended.

               (rr) “ Shelf Registration Statement ” has the meaning set forth in Section 5.1(b).

               (ss) “ Transaction Shares ” means any shares of Common Stock acquired by the Infinity World Group pursuant to: (i) the Tender Offer; and (ii) the purchase and sale of the Purchased Shares pursuant to this Agreement.

               (tt) “ Unsubscribed Shares ” has the meaning set forth in Section 3.1(c).

               (uu) “ Violation ” has the meaning set forth in Section 5.5(a).

      2. PURCHASE OF STOCK

           2.1 Issuance of Purchased Shares.

               (a)  Issuance of Purchased Shares . Subject to the terms and conditions of this Agreement, at the Closing, Infinity World shall purchase and the Company shall be obligated to issue and sell to Infinity World, 14,200,000 shares of Common Stock of the Company (the “ Purchased Shares ”) free and clear of all Encumbrances, except for any restrictions on transfer arising under the Securities Act or any applicable state securities laws.

               (b)  The Purchase Price . Subject to the terms and conditions of this Agreement, in consideration of the Company’s obligation to issue and sell the Purchased Shares to Infinity World, Infinity World shall pay to the Company an amount of cash equal to the product obtained by multiplying (i) the number of Purchased Shares; by (ii) the Offer Price (the total amount to be paid hereunder is referred to herein as the “ Purchase Price ”).

           2.2 Closing of Issuance and Sale of Purchased Shares .

               (a)  The Closing . The closing of the issuance and sale of the Purchased Shares by the Company to Infinity World (the “ Closing ”) shall take place at the offices of Christensen, Glaser, Fink, Jacobs, Weil & Shapiro, LLP, 10250 Constellation Boulevard -19th Floor, Los Angeles, CA 90067, and unless another time is agreed in writing by each of the parties hereto, such issuance and sale shall take place at 10:00 a.m., Pacific Time, two business days following the satisfaction and/or waiver of all conditions to close set forth in Section 2.4 (other than such conditions as can be satisfied only at the Closing).

               (b)  Deliveries by the Company . At the Closing, the Company shall deliver:

               (i) one or more certificates representing the Purchased Shares, each such certificate to be duly and validly issued in favor of Infinity World (or an Affiliate thereof designated by Infinity World) and otherwise sufficient to vest in Infinity World (or an Affiliate thereof designated by Infinity World) good title to such Purchased Shares; and

               (ii) all other previously undelivered documents required to be delivered by the Company to Infinity World at or prior to the Closing pursuant to Section 2.4.

               (c) Deliveries by Infinity World . At the Closing, Infinity World shall deliver:

               (i) the Purchase Price to an account designated by the Company at least two business days prior to the Closing by wire transfer of immediately available funds; and

          (ii) all other previously undelivered documents required to be delivered by Infinity World to the Company at or prior to the Closing pursuant to Section 2.4.

           2.3 Representations and Warranties .

               (a) The Company represents and warrants to Infinity World as follows:

          (i) Organization . The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the full corporate or other organizational power and authority to issue and sell the Purchased Shares to Infinity World.

          (ii) Authorization; Validity of Agreement . The Company has full corporate power and authority to execute and deliver this Agreement and to consummate the purchase and sale of the Purchased Shares. The execution, delivery and performance by the Company of this Agreement and the consummation of the purchase and sale of the Purchased Shares have been duly authorized by the Board, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the purchase and sale of the Purchased Shares. No vote of, or consent by, the holders of any class or series of stock issued by the Company is necessary to authorize the execution and delivery by the Company of this Agreement or the consummation of the purchase and sale of the Purchased Shares.

          (iii) Execution; Validity of Agreement . This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery hereof by Infinity World, is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

          (iv) Consents and Approvals; No Violations . Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the Gaming Approvals, none of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the purchase and sale of the Purchased Shares in accordance herewith or compliance by the Company with any of the provisions hereof will (1) conflict with or result in any breach of any provision of the certificate of incorporation or by-laws of the Company, (2) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity or any other Person, (3) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other

instrument or obligation to which the Company is a party or to which its assets are subject, or (4) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company.

               (v) Good Title Conveyed . At the time of issuance, the Purchased Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to any preemptive rights. The stock certificates and other instruments to be executed and delivered by the Company to Infinity World at the Closing will be valid and binding obligations of the Company, enforceable in accordance with their respective terms, and will effectively vest in Infinity World good title to all the Purchased Shares, free and clear of all Encumbrances, except restrictions on transfer imposed by the Securities Act and any applicable state securities laws.

               (vi) State Takeover Laws . The Board has taken all necessary action, including proper adoption of resolutions of the Board, to: (1) approve the Joint Venture and the transactions contemplated by this Agreement; and (2) with respect to any acquisitions of Common Stock permitted by this Agreement pursuant to Section 3.2, waive the application of any restrictions on “business combinations” set forth in Section 203 of the Delaware General Corporation Law (as amended) once the Infinity World Group has acquired sufficient shares of Common Stock to be deemed an “interested stockholder” for purposes of Section 203 of the Delaware General Corporation Law (as amended). The Company shall have delivered to Infinity World at or prior to the Closing a true and complete copy of the aforesaid Board resolutions and evidence of any other action taken by the Board with respect to this Agreement. No other state takeover or similar statute or regulation or other similar provision of the Certificate of Incorporation or the Bylaws of the Company is applicable to this Agreement, the Joint Venture, the Tender Offer or the purchase and sale of the Transaction Shares and any additional shares of Common Stock that may be acquired by the Infinity World Group in the future.

               (vii) Brokers or Finders . The Company has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other firm or Person to any broker’s or finder’s fee or any other commission or similar fee in connection with any of the transactions contemplated by this Agreement.

               (b)  Infinity World . Infinity World represents and warrants to the Company as follows:

               (i) Organization; Authorization; Validity of Agreement . Infinity World is a limited liability company duly organized, validly existing and in good standing under the laws of Nevada and has full limited liability company power and authority to execute and deliver this Agreement and to consummate the purchase and sale of the Purchased Shares. The execution, delivery and

performance by Infinity World of this Agreement and the consummation of the purchase and sale of the Purchased Shares have been duly authorized by the Board of Managers of Infinity World, and no other limited liability company action on the part of Infinity World is necessary to authorize the execution and delivery by Infinity World of this Agreement or the consummation of the purchase and sale of the Purchased Shares. No vote of, or consent by, the holders of any membership interests issued by Infinity World is necessary to authorize the execution and delivery by Infinity World of this Agreement or the consummation by it of the purchase and sale of the Purchased Shares.

               (ii) Execution; Validity of Agreement . This Agreement has been duly executed and delivered by Infinity World, and assuming due and valid authorization, execution and delivery hereof by the Company, is a valid and binding obligation of Infinity World, enforceable against Infinity World in accordance with its terms.

               (iii) Consents and Approvals; No Violations . Except for the filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, state securities or blue sky laws and the Gaming Approvals, none of the execution, delivery or performance of this Agreement by Infinity World, the consummation by Infinity World of the purchase and sale of the Purchased Shares or compliance by Infinity World with any of the provisions hereof will (1) conflict with or result in any breach of any provision of the articles of organization or operating agreement of Infinity World, (2) require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (3) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Infinity World is a party or to which its assets are subject, or (4) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Infinity World.

               (iv) Acquisition of Purchased Shares for Investment; Ability to Evaluate and Bear Risk .

                    (1) Infinity World is acquiring the Purchased Shares for investment and not with a view toward, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the Purchased Shares. Notwithstanding the foregoing, Infinity World shall be permitted to pledge all or any portion of the Purchased Shares to any third party financing sources.

                    (2) Infinity World is able to bear the economic risk of holding the Purchased Shares for an indefinite period, and has knowledge and experience

           in financial and business matters such that it is capable of evaluating the risks of the investment in the Purchased Shares.

               (v) Brokers’ and Finders’ Fees . Except for any payments owed to Credit Suisse Group, for which Infinity World shall be solely responsible, neither Infinity World nor any of its Affiliates has entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other firm or Person to any broker’s or finder’s fee or any other commission or similar fee in connection with any of the with any of the transactions contemplated by this Agreement.

    2.4 Conditions to Closing .

               (a)  Conditions to Each Party’s Obligation to Close . The respective obligation of each party to consummate the purchase and sale of the Purchased Shares shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions:

               (i) Statutes; Court Orders . No statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity which prohibits the consummation of the purchase and sale of the Purchased Shares; and there shall be no order or injunction of a court of competent jurisdiction in effect precluding or prohibiting consummation of the purchase and sale of the Purchased Shares.

               (ii) Antitrust Approval . The applicable waiting period under the HSR Act shall have expired or been terminated.

               (iii) Gaming Approvals . Infinity World shall have received from all Governmental Entities all approvals, authorizations, consents or waivers required to enable Infinity World to acquire the Purchased Shares without violating any Gaming Laws, including the Gaming Approvals on terms and conditions reasonably satisfactory to Infinity World.

               (iv) Tender Offer. The Tender Offer shall have expired or been terminated in accordance with its terms and the provisions of the Exchange Act and the applicable rules thereunder.

               (b)  Conditions to Obligations of Infinity World to Close . The obligations of Infinity World to consummate the purchase and sale of the Purchased Shares shall be subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions:

               (i) Government Action . There shall not be threatened or pending any suit, action or proceeding by any Governmental Entity seeking to restrain or prohibit the consummation of the purchase and sale of the Purchased Shares or the performance of any of the other transactions reasonably related thereto or seeking to impose material limitations on the ability of Infinity World

effectively to exercise full rights of ownership of the Purchased Shares, including the right to vote the Purchased Shares.

               (ii) Representations and Warranties . The representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date.

               (iii) Covenants . The Company shall have complied in all material respects with all covenants, agreements and obligations of the Company contained in this Agreement.

               (iv) Closing Deliveries . The Company shall have delivered all of the items required by Section 2.2(b).

               (v) Prospectus Supplement . The Prospectus Supplement with respect to the Transaction Shares as contemplated by Section 5.1 shall have been filed with the SEC, and neither the SEC nor any other Governmental Entity shall have issued any stop order suspending the effectiveness of the Current Shelf Registration Statement to which the Prospectus Supplement relates or initiated or threatened any proceedings for that purpose.

The foregoing conditions are for the sole benefit of Infinity World, may be waived by Infinity World, in whole or in part, at any time and from time to time in the sole discretion of Infinity World. The failure by Infinity World at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time.

               (c)  Conditions to Obligations of the Company to Close . The obligations of the Company to consummate the purchase and sale of the Purchased Shares shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions:

               (i) Government Action . There shall not be threatened or pending any suit, action or proceeding by any Governmental Entity seeking to restrain or prohibit the consummation of the purchase and sale of the Purchased Shares.

               (ii) Representations and Warranties . The representations and warranties of Infinity World set forth in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date.

               (iii) Covenants . Infinity World shall have complied in all material respects with all covenants, agreements and obligations of Infinity World contained in this Agreement.

               (iv) Closing Deliveries . Infinity World shall have delivered all of the items required by Section 2.2(c).

The foregoing conditions are for the sole benefit of the Company, may be waived by the Company, in whole or in part, at any time and from time to time in the sole discretion of the Company. The failure by the Company at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time.

      3. ADDITIONAL COVENANTS.

           3.1 Infinity World Group Pro Rata Share Rights. Subject to the terms and conditions specified in this Section 3.1, the Company hereby grants to Infinity World the right to acquire shares of Common Stock or other securities of the Company exercisable for or convertible into the Common Stock (“ New Shares ”) which the Company may, from time to time, propose to sell and issue; provided , however , that Infinity World shall be entitled to apportion such right among itself and its Affiliates in such proportions as it deems appropriate. The rights and obligations under this Section 3.1 shall expire when the aggregate number of shares of Common Stock beneficially owned by the Infinity World Group falls below five percent (5%) of the total number of outstanding shares of Common Stock. Each time the Company proposes to offer New Shares, the Company shall concurrently with offering any New Shares to any Person (other than the Infinity World Group) make an offering to Infinity World to acquire that number of New Shares being offered equal to the product obtained by multiplying (i) the total number of New Shares to be offered, by (ii) the Infinity World Group Pro Rata Share, all in accordance with the following provisions:

               (a) The Company shall deliver a notice (an “ Issue Notice ”) to Infinity World setting forth: (i) its intention to issue New Shares; (ii) a description of and the number of such New Shares to be issued; and (iii) the price and terms upon which the Company proposes to issue such New Shares.

               (b) Within twenty (20) days after receipt of the Issue Notice, Infinity World may elect to purchase, at the price and on the terms specified in the Issue Notice, up to an amount of the New Shares equal to the product of: (a) the Infinity World Group Pro Rata Share multiplied by (b) the New Shares to be issued.

               (c) If all of the New Shares that Infinity World is entitled to obtain pursuant to Section 3.1(a) are not subscribed for by the Infinity World Group as provided in Section 3.1(b) hereof, the Company may, during the ninety (90) day period following the expiration of the period provided in Section 3.1(b) hereof, issue the remaining unsubscribed portion of such New Shares (“ Unsubscribed Shares ”) to any Person or Persons at a price not less than that, and upon other terms no more favorable to such Person or Persons than those, specified in the Issue Notice. If the Company does not enter into an agreement for the sale of such Unsubscribed Shares within such ninety (90) day period, or if such agreement is not consummated within thirty (30) days after the execution thereof, the right provided hereunder shall be deemed to be revived and such Unsubscribed Shares shall not be issued unless first reoffered to Infinity World in accordance with this Section 3.1.

               (d) The rights granted hereunder to Infinity World pursuant this Section 3.1 may be transferred to an Affiliate of Infinity World.

           3.2 Cooperation with Acquisitions .

               (a)  General Support . Subject to Section 3.6 of this Agreement, the Infinity World Group shall be entitled to acquire, in accordance with applicable securities laws and Gaming Laws, shares of capital stock or other securities of the Company pursuant to, among other things: (i) market transactions, including transactions on a national securities exchange (including through the commencement of one or more tender offers) or quotations service or over-the-counter market; (ii) privately negotiated transactions; (iii) block trades; (iv) short-sales; (v) through one or more underwriters on a firm commitment or best-efforts basis; (vi) through broker-dealers, which may act as agents or principals; (vii) directly from one or more purchasers; (viii) through agents; or (ix) in any combination of the above or by any other legally available means (each, an “ Acquisition ” and, collectively, “ Acquisitions ”). The Company shall (i) use its commercially reasonable efforts to cooperate with and assist the Infinity World Group in any Acquisition and shall not take any action that prevents, hinders or otherwise impedes or delays, or has the intent or effect of preventing, hindering or otherwise impeding or delaying, an Acquisition, and (ii) take any actions that the Infinity World Group may reasonably request to facilitate or consummate an Acquisition.

               (b)  Stockholder Information . In connection with any Acquisition, upon the request of Infinity World, the Company shall cause its transfer agent to furnish Infinity World, as promptly as practicable, with mailing labels containing the names and addresses of the record holders of shares of capital stock or other securities of the Company as of a recent date and of those Persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company’s possession or control regarding the beneficial owners of shares of capital stock or other securities of the Company, and shall furnish to the Infinity World such information and assistance (including updated lists of stockholders, security position listings and computer files) as Infinity World may reasonably request to facilitate communication of an applicable Acquisition to the Company’s stockholders.

               (c) The rights and obligations under this Section 3.2 shall expire when the aggregate number of shares of Common Stock beneficially owned by the Infinity World Group falls below five percent (5%) of the total number of outstanding shares of Common Stock.

           3.3 Cooperation to Obtain Regulatory Approvals.

               (a)  Gaming Approvals . The Company acknowledges that the Infinity World Group and certain of its representatives will promptly seek Gaming Approvals in connection with its acquisition of the shares of Common Stock of the Company. The Company shall take all action reasonably requested by Infinity World to assist the Infinity World Group (and any of its representatives named by the Infinity World Group) to obtain as promptly as practicable after the Infinity World Group files an application or request with any Gaming Authority or other Governmental Entity all Gaming Approvals sought by the Infinity World Group. Without limiting the generality of the forgoing, the Company shall use its reasonable best efforts to (i) prepare and file any and all forms, registrations and notices (including any petitions for declaratory ruling that Infinity World reasonably requests the Company to prepare and file with any Gaming Authority in connection with seeking any Gaming Approvals) sought

to be obtained by the Infinity World Group, (ii) consult with the Infinity World Group with respect to any actions necessary to obtain Gaming Approvals for the Infinity World Group and its representatives, provide any necessary information with respect to, and provide the Infinity World Group (or its counsel) with copies of, all filings made by the Company with any Gaming Authority which relates to the Infinity World Group or its representatives, (iii) provide copies of all correspondence received by the Company from any Gaming Approvals that relate to the Infinity World Group, and (iv) arrange meetings with each of the Gaming Authorities as promptly as practicable after the date hereof and, at the request of the Infinity World Group, attend such meetings to support the issuance of the Gaming Approvals to the Infinity World Group and its representatives. The Company shall not take any action after the date hereof that could reasonably be expected to materially delay the Infinity World Group or its representatives from obtaining, or result in the Infinity World Group or its representatives not obtaining, any Gaming Approvals from any Gaming Authority.

               (b) The Infinity World Group shall use its reasonable best efforts to make any filings that are necessary and required, if any, to acquire the Transaction Shares without violating any Gaming Approvals.

               (c)  HSR Approvals . The Company shall make, or cooperate in the making of, any filings reasonably requested by Infinity World in connection with compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”) as promptly as practicable and, concurrently with the filing of notifications under the HSR Act or as soon thereafter as practicable, request early termination of the HSR Act waiting period. All filing fees required to be paid in connection with any filing or application required under the HSR Act shall be borne by the Infinity World Group.

           3.4 Tender Offer .

               (a) Infinity World agrees that the Offer Documents shall comply as to form in all material respects with the requirements of Exchange Act and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Infinity World agrees promptly to correct any information in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Infinity World further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Infinity World agrees to provide the Company and its counsel in writing with any comments the Infinity World Group or its counsel may receive from the SEC or its staff with respect to the Tender Offer promptly after the receipt of such comments.

               (b) Within ten (10) business days of the Infinity Group files its Tender Offer Statement on Schedule TO with respect to the Tender Offer and other Offer Documents with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Tender Offer (such Schedule 14D-9, as amended from time to time, the “ Schedule 14D-9 ”) containing its recommendation (in which the Company may remain “neutral” with respect to the Tender Offer, but in no event shall the Company recommend rejection of the Tender Offer or take any position adverse to the Tender Offer) and shall cause the Schedule 14D-9 to be published or mailed to the stockholders of the Company. The Company agrees that the Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Securities Exchange, and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, such Schedule 14D-9 shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by the Infinity Group specifically for inclusion in the Schedule 14D-9. The Company agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by applicable federal securities laws. The Infinity Group and its counsel shall be given a reasonable opportunity to review the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide the Infinity Group and its counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments.

           3.5 Company Share Repurchase Programs. The Company may engage in its current share repurchase programs or similar arrangements, including the Company’s July 2004 share repurchase program, and shall be entitled to commence any new share repurchase program or similar arrangements or otherwise purchase or acquire or redeem shares of Common Stock or other securities of the Company; provided that no such purchase programs, acquisitions or redemption of shares of Common Stock by the Company shall result in the Infinity World Group being in violation of any Gaming Laws in any jurisdiction prior to the Infinity World Group obtaining all Gaming Approvals necessary for the Infinity World Group to own the Transaction Shares in accordance with all Gaming Laws.

           3.6 The Standstill Obligations .

               (a)  Standstill Covenant . Infinity World agrees that, without the prior written consent of the Company, it shall not, nor shall any of its Affiliates:

               (i) acquire or offer to acquire or agree to acquire (including in the public markets) from any Person, directly or indirectly, by purchase or merger, through the acquisition of control of another Person, by joining a partnership, limited partnership or other “group” (within the meaning of Section 13(d)(3) of the Exchange Act) or otherwise, beneficial ownership of in excess of twenty percent (20%) of the outstanding

Common Stock of the Company, or direct or indirect rights (including convertible securities) or options to acquire such beneficial ownership (or otherwise act in concert with respect to any such securities, rights or options with any Person that so acquires, offers to acquire or agrees to acquire);

               (ii) make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” to vote (as such terms are used in the Regulation 14A promulgated under the Exchange Act), become a “participant” in any “election contest” (as such terms are defined in Rule 14a-11 promulgated under the Exchange Act) or initiate, propose or otherwise solicit stockholders of the Company for the approval of any stockholder proposals, in each case with respect to the Company; provided, however, that the foregoing shall not apply to any person who is a director of the Company acting in his capacity as a director of the Company with respect to matters approved by a majority of the Board of Directors of the Company; or

               (iii) form, join, in any way participate in, or encourage the formation of, a group (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company; or

               (iv) deposit any securities of the Company into a voting trust, or subject any securities of the Company to any agreement or arrangement with respect to the voting of such securities, or other agreement or arrangement having similar effect to which, in each case, a Person who is not an Affiliate of Infinity World is a party; or

provided, however, that no such ownership in excess of twenty percent (20%) shall be deemed to have occurred solely due to (1) a stock split, reverse stock split, reclassification, reorganization or other transaction by the Company affecting any class of the outstanding capital stock of the Company generally (2) a stock dividend or other pro rata distribution by the Company to holders of its outstanding capital stock, or (3) any increase in the percentage ownership by Infinity World of outstanding share of Common Stock of the Company resulting from any action taken by the Company, including the repurchase of shares of Common Stock of the Company pursuant to any share repurchase or similar program.

               (b) Notwithstanding anything in the foregoing to the contrary, the prohibition on the acquisition by Infinity World of beneficial ownership of more than twenty percent (20%) of the outstanding Common Stock set forth in Section 3.6(a) shall lapse in the event that: (i) Majority Stockholder at any point in time is the beneficial owner of less than twenty-five percent (25%) of the outstanding shares of Common Stock; or (ii) the Company or any of its respective representatives causes, directly or indirectly, the sale or transfer to any Person (other than Infinity World and its Affiliates) of shares of Common Stock equal to fifteen percent (15%) or more of the total outstanding shares of Common Stock at any time that Infinity World and its Affiliates collectively beneficially own fifteen percent (15%) or more of the total outstanding shares of Common Stock. The Company shall provide Infinity World with at least seven (7) days written notice prior to the Company entering into any contract, agreement or other arrangement relating to an Acquisition Transaction.

               (c) For purposes of this Section 3.6, the term “ Acquisition Transaction ” means: (x) any merger, consolidation, share exchange, business combination, issuance of securities, direct or indirect acquisition of securities, recapitalization, tender offer, exchange offer or other similar transaction in which (i)(A) the Company is a constituent corporation or is otherwise involved in such transaction and (B) that would result in the stockholders of the Company immediately prior to such transaction not holding beneficial or record ownership of shares of Common Stock representing at least a majority of the total outstanding shares of Common Stock after such transaction, (ii) a Person or group of Persons directly or indirectly acquires beneficial or record ownership of shares of Common Stock representing more than fifty percent (50)% of the outstanding shares of Common Stock, or (iii) the Company issues shares of Common Stock representing more than fifty percent (50%) of the outstanding shares of Common Stock; and (y) any direct or indirect sale, lease, exchange, transfer, license, acquisition or disposition of any business or businesses or of assets or rights that constitute or account for a majority of the consolidated net revenues, net income or assets of the Company.

      4. SUPPORT FOR THE INFINITY WORLD GROUP BOARD NOMINEES.

           4.1 Initial Infinity World Group Nominee. Infinity World shall, at all times that the Infinity World Group beneficially owns at least 5% of the outstanding Common Stock of the Company and the Joint Venture Agreement has not terminated, be entitled to designate one nominee for election to serve on the Board (each individual nominated by the Infinity World Group pursuant to procedures set forth in Section 4.3, being a “ Nominee ” and collectively, the “ Nominees ”), provided that the Infinity World Group and such individuals have obtained all applicable Gaming Approvals necessary for the Nominee to serve on the Board without violating any Gaming Laws. Each Nominee shall be reasonably acceptable to the Board after a routine investigation of the Nominee to determine whether such Nominee is reasonably likely to meet the standards set by applicable Gaming Authorities; provided, however that any such investigation by the Board shall be consistent with the past practices of the Board in investigating and reviewing all other non-executive or other management candidates for nomination for election to serve on the Board.

           4.2 Additional Infinity World Group Nominees. The Infinity World Group shall, at all times that the Infinity World Group beneficially owns at least 12% of the outstanding Common Stock of the Company and prior to the termination of the Joint Venture Agreement, be entitled to designate a number of Nominees for election to serve on the Board equal to the product (rounded down to the nearest whole number) of: (a) the Infinity World Group Pro Rata Share; multiplied by (b) the total number of directors then authorized to serve on the Board.

           4.3 Procedures for Selection and Election of Nominees.

               (a) Subject to Sections 4.1 and 4.2, in the event that the Infinity World Group wishes to designate any Nominees for election at any meeting of the stockholders of the Company whereby an election for directors of the Company shall take place, the Infinity World Group shall provide a written notice (the “ Nomination Notice ”) to the Board, in accordance with the procedures described in the proxy statement for the Company’s most recent annual meeting of stockholders, identifying each Nominee to which the Infinity World Group is entitled. Upon receiving a Nomination Notice, the Board shall take all actions reasonably necessary to select a

Nominee or Nominees from among the candidates and to include such Nominees in the Company’s next election for members of the Board and shall also recommend that the stockholders of the Company vote for each Nominee for election to the Board, including providing its written recommendation in any proxy materials presented to the stockholders of the Company for such election.

               (b) If necessary, upon the Infinity World Group delivering a Nomination Notice, the Board shall as promptly as practicable hold a special meeting of the Board (or shall duly take any action by the necessary written consent of the Board) and shall duly adopt resolutions: (i) increasing the number of authorized directors constituting the Board to allow for the number of Nominees set forth in the Infinity World Group’s Nomination Notice; and (ii) if the number of Nominees that the Infinity World Group wishes to nominate for election would increase the size of the Board to a number greater than twenty (20) members, the Board shall duly adopt resolutions, and take all other necessary corporate actions, to either increase the authorized number of directors constituting the Board or to otherwise cause a sufficient number of seats on the Board to be available so that each Nominee may be elected to the Board.

               (c) If at any time the Infinity World Group becomes entitled to designate a Nominee and the next meeting of the stockholders of the Company for the election of directors is not scheduled to take place for at least two (2) months from the date the Infinity World Group provides a Nomination Notice for such Nominee, the Board shall take all actions reasonably necessary, including adopting any necessary resolutions, to appoint such Nominee to serve as a member of the Board until the next meeting of the stockholders of the Company at which directors are to be elected. For such election, such Nominee shall then be nominated for election in accordance with this Section 4.3.

               (d) If at any time a Nominee who has been elected to serve on the Board pursuant to this Article 4 is to be removed upon the request of the Infinity World Group or such Nominee resigns as a member of the Board, the remaining members of the Board shall take all actions reasonably necessary, including adopting any necessary resolutions, to appoint such replacement Nominee, as promptly as practicable, to serve as a member of the Board until the next meeting of the stockholders of the Company at which directors are to be elected. For such election, such Nominee shall then be nominated for election in accordance with this Section 4.3.

               (e) The Company agrees that it shall take all other necessary or desirable actions that the Infinity World Group may reasonably request to ensure that the Nominees are elected to the Board and, if requested by the Infinity World Group, to remove or otherwise replace, as promptly as practicable, any Nominee with another Nominee appointed by the Infinity World Group.

      5. Registration Rights

           5.1 Shelf Registration of Transaction Shares.

               (a) As soon as practicable after the date hereof, the Company shall prepare and file or cause to be prepared and filed with the SEC, as part of the Current Shelf Registration

pursuant to Rule 424(b)(7) of the Securities Act as soon as practicable but in any event no later than the date (the “Filing Deadline”) fifteen (15) business days after the date hereof, a Prospectus Supplement providing for the resale of the Transaction Shares in accordance with Rule 415 of the Securities Act from time to time by the Infinity World Group. Each member of the Infinity World Group shall be named as a selling securityholder in the Prospectus Supplement in such a manner as to permit each of them to deliver the Prospectus Supplement to purchasers of Transaction Shares in accordance with applicable law. The Prospectus Supplement shall provide for the sale of the Transaction Shares by the Infinity World Group in accordance with the methods of distribution elected by the Infinity World Group and the Infinity Group and its counsel shall be given a reasonable opportunity to review and provide comments to the Prospectus Supplement prior to its filing with the SEC.

               (b) If the Current Shelf Registration Statement covering resales of the Transaction Shares ceases to be effective for any reason at any time during the Effectiveness Period (other than because all securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transaction Shares), or ceases to constitute an Automatic Shelf Registration Statement, the Company shall use its reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such cessation of effectiveness amend the Current Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file a registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, registering the resale of the Transaction Shares from time to time by the Infinity World Group (a “ Shelf Registration Statement ”) so that all Transaction Shares outstanding as of the date of such filing are covered by a Shelf Registration Statement. Any such Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of the Transaction Shares for resale by the Infinity World Group in accordance with the methods of distribution elected by the Infinity World Group and set forth in the Shelf Registration Statement. Each Shelf Registration Statement that is filed on Form S-3 shall be designated by the Company as an Automatic Shelf Registration Statement if the Company is then eligible to file an Automatic Shelf Registration Statement on Form S-3 for the purposes contemplated by this Agreement. If the Company is eligible pursuant to Rule 430B(b) to omit from the related Prospectus the identities of selling securityholders and the amounts of securities to be registered on their behalf, upon the written request of the Infinity World Group the Company shall prepare and file each Shelf Registration Statement in a manner as to permit such omission and to allow for the subsequent filing of such information in a Prospectus Supplement pursuant to Rule 424(b), in the manner contemplated by Rule 430B(d) and in such case, the Company shall be obligated to file such a Prospectus Supplement within two business days after such written request to file the Prospectus Supplement is made by the Infinity World Group. If a new Shelf Registration Statement is filed, the Company shall use its reasonable best efforts to cause the new Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep the new Shelf Registration Statement continuously effective until the end of the Effectiveness Period.

               (c) The Company shall amend and supplement the Prospectus Supplement and amend and supplement the Current Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such

Shelf Registration Statement or file a new Shelf Registration Statement, if required by the Securities Act.

               (d) The Company agrees that, unless it obtains the prior written consent of Infinity World or the consent of the managing underwriters in connection with any underwritten offering of Transaction Shares, and Infinity World agrees that, unless it obtains the prior written consent of the Company and any such underwriters, it will not make any offer relating to the Registrable Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a Free Writing Prospectus required to be filed with the SEC. The Company represents that any Issuer Free Writing Prospectus prepared by it or authorized by it in writing for use by the Infinity World Group will not include any information that conflicts with the information contained in the Current Shelf Registration Statement or the Prospectus Supplement and, any such Issuer Free Writing Prospectus, when taken together with the information in the Current Shelf Registration Statement and the Prospectus Supplement, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

               (e) The Company shall cause all Transaction Shares to be approved for listing on the New York Stock Exchange or any other securities exchange on which similar securities issued by the Company are then listed and all such shares shall be so listed upon issuance or acquisition thereof. In addition, the Company provide a transfer agent and registrar for all Transaction Shares registered pursuant hereunder and a CUSIP number for all such Transaction Shares, in each case not later than the effective date of such registration.

           5.2 Company Registration of Stockholder Shares.

               (a) If at any time the Company proposes to file a registration statement (other than a registration statement on Form S-8 or other similar form) for any of its capital stock under the Securities Act in connection with the public offering of such capital stock that would also register for resale any shares of capital stock for any stockholder of the Company (other than the Infinity World Group), the Company shall, not later than twenty (20) days prior to the filing with the SEC of any registration statement to effect the registration of such capital stock or other securities, give the Infinity World Group written notice of such proposed registration. Upon the written request of the Infinity World Group given within twenty (20) days after the mailing of the Company’s notice to the Infinity World Group described in the preceding sentence, the Company shall cause to be registered under the Securities Act that number of Registrable Securities held by the Infinity World Group equal to the product obtained by multiplying (i) the Infinity World Group Pro Rata Share, by (ii) the total number of shares of capital stock proposed to be registered on such registration statement by any selling stockholder of the Company.

               (b) If the registration statement under which the Company gives notice under this Section 5.2 is for an underwritten offering, the Company shall so advise the Infinity World Group. In such event, the right of the Infinity World Group to be included in a registration pursuant to this Section 5.2 shall be conditioned upon the Infinity World Group’s participation in such underwriting and the inclusion of the Infinity World Group’s Registrable Securities in the underwriting to the extent provided herein. Additionally, in such event, the Infinity World Group shall enter into an underwriting agreement in customary form with the underwriter or

underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated: (i) first, to the Company; and (ii) second, to the Infinity World Group and the other selling stockholders in accordance with their pro rata share (and giving effect to the Infinity World Group Pro Rata Share). In no event will shares of any other selling stockholder be included in such registration which would reduce the number of shares which may be included by the Infinity World Group below the Infinity World Group Pro Rata Share without the written consent of the Infinity World Group. If the Infinity World Group disapproves of the terms of any such underwriting, the Infinity World Group may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities of the Infinity World Group excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

           5.3 Obligations of the Company. Whenever required under this Section 5 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

               (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective, and, upon the request of the Infinity World Group, keep such registration statement effective until the distribution contemplated in the registration statement has been completed; provided , however , that the period of time that the registration statement is kept effective shall be extended for a period of time equal to the period the Infinity World Group refrains from selling any securities included in such registration at the request of any underwriter of Common Stock (or other securities) of the Company.

               (b) Before filing any Registration Statement or Prospectus or any amendments or supplements thereto with the SEC, furnish to the Infinity World Group, if any, copies of all such documents proposed to be filed at least five (5) days prior to the filing of such Registration Statement or amendment thereto or Prospectus or amendment or supplement thereto.

               (c) As promptly as practicable, give notice to the Infinity World Group: (i) when any Prospectus, amendment or supplement to any Prospectus, Registration Statement or post-effective amendment to a Registration Statement has been filed with the SEC and, with respect to a Registration Statement or any post-effective amendment or supplement, when the same has been declared effective; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation or threatening of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (iv) of the determination by the Company that a post-effective amendment to a Registration Statement is required to be filed or will be filed with the SEC.

               (d) Upon: (A) the issuance by the SEC of a stop order suspending the effectiveness of a Registration Statement or the initiation of proceedings with respect to a Registration Statement under Section 8(d) or 8(e) of the Securities Act; or (B) the occurrence of any event or the existence of any fact (a “ Material Event ”) as a result of which a Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall provide the Infinity World Group with written notice of such occurrence. In the case of clause (B) in the preceding sentence, the Company shall as promptly as practicable prepare and file pursuant to applicable law, a post-effective amendment to such Registration Statement or an amendment or supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Registration Statement and Prospectus so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and so that such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder.

               (e) The Company will use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, and to otherwise ensure that the use of the Prospectus may be resumed as promptly as is practicable at the earliest possible moment, and provide immediate notice to the Infinity World Group of the withdrawal of any such order.

               (f) Prepare and file with the SEC any other amendments and supplements to a registration statement and the Prospectus used in connection with such registration statement as may be necessary to comply, and use its reasonable best efforts to comply, with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.

               (g) Furnish to the Infinity World Group such numbers of copies (without charge) of a Prospectus, including a preliminary Prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by the Infinity World Group.

               (h) Use its reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Infinity World Group; provided , however , that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions,

unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act.

               (i) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. The Infinity World Group shall also enter into and perform its obligations under such an agreement.

               (j) If requested in writing in connection with a disposition of Transaction Shares pursuant to a Shelf Registration Statement, make reasonably available for inspection during normal business hours by a representative for the Infinity World Group, any broker-dealers, attorneys and accountants retained by the Infinity World Group, and any attorneys or other agents retained by a broker-dealer engaged by the Infinity World Group, all relevant financial and other records and pertinent corporate documents and properties of the Company and its subsidiaries, and cause the appropriate officers, directors and employees of the Company and its subsidiaries to make reasonably available for inspection during normal business hours on reasonable notice all relevant information reasonably requested by such representative for the Infinity World Group, or any such broker-dealers, attorneys or accountants in connection with such disposition, in each case as is customary for similar “due diligence” examinations.

               (k) Cause all such Registrable Securities of the Infinity World Group registered pursuant hereunder to be listed on the New York Stock Exchange or any other securities exchange on which similar securities issued by the Company are then listed.

               (l) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

           5.4 Expenses of Registration. Except as specifically provided herein, all Registration Expenses incurred in connection with any registration under Section 5.1 or Section 5.2 herein shall be borne by the Company; provided , however , that the Company shall not be required to pay for expenses of any registration proceeding begun pursuant to Section 5.2, the request of which has been subsequently withdrawn by the Infinity World Group unless the withdrawal is based upon material adverse information concerning the Company of which Infinity World was not aware as the time of such request.

           5.5 Indemnification. In the event any Registrable Securities of the Infinity World Group are included in a Registration Statement under this Section 5:

               (a) To the extent permitted by law, the Company will indemnify and hold harmless the Infinity World Group, any underwriter (as defined in the Securities Act) for the Infinity World Group and each Person, if any, who controls the Infinity World Group or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “ Violation ”): (i) any untrue

statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary Prospectus or final Prospectus contained therein or any amendments or supplements thereto; (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any Violation or alleged Violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; and the Company will pay to the Infinity World Group and any such underwriter, or controlling person of either any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided , however , that the Company shall not be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by Infinity World, or any underwriter or controlling person.

               (b) To the extent permitted by law, Infinity World will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each Person, if any, who controls the Company within the meaning of the Securities Act or, any underwriter, and any controlling person of any such underwriter against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing Persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise solely out of or are based solely upon a Violation, that occurs in reliance upon and in conformity with written information furnished by Infinity World expressly for use in connection with such registration; and provided , however , that, in no event shall any indemnity under this Section 5.5(b) exceed the net proceeds from the offering received by Infinity World.

               (c) Promptly after receipt by an indemnified party under this Section 5.5 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5.5, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided , however , that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 5.5, but the omission to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5.5.

               (d) If the indemnification provided for in this Section 5.5 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

               (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

               (f) The obligations of the Company and Infinity World under this Section 5.5 shall survive the completion of any offering of Registrable Securities in a Registration Statement under this Section 5.

           5.6 Exchange Act Reports.

               (a)  Financial and Other Reports . Until the expiration of the registration rights under Section 5 as set forth in Section 5.8:

                    (i) So long as the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will use its reasonable best efforts to file with the SEC, at the times specified for the filing of such information, and shall simultaneously furnish Infinity World with copies of, such annual and quarterly reports as are specified in Sections 13 or 15(d) of the Exchange Act and applicable to a United States entity subject to such Sections. If the Company has not filed such annual or quarterly reports with the SEC within fifteen (15) days of the times specified for the filing of such information, the Company shall be required to, immediately thereafter, provide the Infinity World Group with the financial information set forth in Section 5.6(a)(ii) below; or

                    (ii) At any time that the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall furnish to the Infinity World Group: (x) quarterly unaudited summary consolidated financial information within forty (40) days after the end of each quarter; and (y) annual consolidated audited financial statements within sixty (60) days after each year end, which, in the case of (x) and (y) above, shall be prepared in accordance with United States generally accepted accounting principles applied on a consistent basis.

               (b)  Rule 144 . With a view to making available to the Infinity World Group the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit the Infinity World Group to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to:

               (i) make and keep public information available, as those terms are understood and defined in Rule 144, at all times;

               (ii) take any action as is necessary to enable the Infinity World Group to utilize Form S-3 for the sale of their Registrable Securities;

               (iii) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

               (iv) furnish to the Infinity World Group, so long as the Infinity World Group owns any Registrable Securities, forthwith upon request: (x) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act and that it qualifies as a registrant whose securities may be resold pursuant to Form S-3; and (y) such other information as may be reasonably requested in availing the Infinity World Group of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

           5.7 Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 5 may be assigned (but only with all related obligations) by Infinity World to one or more transferees or assignees of such securities: who is an Affiliate or Affiliated partnership managed by the Infinity World Group. The rights pursuant to this Section 5 may also be transferred by the Infinity World Group pursuant to any pledge of any Registrable Securities in connection with any financing obtained by Infinity World Group in connection with the transactions contemplated hereunder or under the Joint Venture Agreement.

           5.8 Termination of Registration Rights. The Infinity World Group’s registration rights under this Section 5 shall expire if all Registrable Securities held by and issuable to the Infinity World Group (and its Affiliates) may be sold without respect to volume limitations under Rule 144 during any ninety (90) day period.

      6. MISCELLANEOUS .

           6.1 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Neither this Agreement nor any of the rights, interests or

obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that the Infinity World Group may (a) assign, in its sole discretion, all (but not less than all) of its rights and interests hereunder to any Affiliate of the Infinity World Group and (b) grant a security interest in or otherwise pledge any or all of its rights and interests hereunder in favor of one or more institutional financing sources. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

           6.2 Aggregation of Stock . All shares of Registrable Securities beneficially owned or acquired by Affiliates of Infinity World shall be aggregated together for the purpose of this Agreement.

           6.3 Notices. Unless otherwise provided herein, any notice, request, waiver, instruction, consent or document or other communication required or permitted to be given by this Agreement shall be effective only if it is in writing and (i) delivered by hand or sent by certified mail, return receipt requested, (ii) if sent by a nationally-recognized overnight delivery service with delivery confirmed, or (iii) if telexed or telecopied (or other similar electronic means), with receipt confirmed as follows:

               The parties shall promptly notify each other of any change in their respective addresses or facsimile numbers or of the individual or entity or office to receive notices, requests or other communications under this Section 6.3. Notice shall be deemed to have been given as of the date when so personally delivered, when physically delivered by the U.S. Postal Service at the proper address, the next day when delivered during business hours to an overnight delivery service properly addressed or when receipt of a telex or telecopy is confirmed, as the case may be, unless the sending party has actual knowledge that such notice was not received by the intended recipient

           6.4 Expenses . If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

           6.5 Amendments and Waivers. This Agreement may not be amended or supplemented, unless set forth in a writing signed by each party hereto. Except as otherwise permitted in this Agreement, the terms or conditions of this Agreement may not be waived unless set forth in a writing signed by the party entitled to the benefits thereof. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of such provision at any time in the future or a waiver of any other provision hereof. The rights and remedies of the parties hereto are cumulative and not alternative. Except as otherwise provided in this Agreement, neither the failure nor any delay by any party hereto in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege.

           6.6 Severability. Any term or provision of this Agreement that is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction or other authority declares that any term or provision hereof is invalid, void or unenforceable, the parties agree that the court making such determination shall have the power to reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision.

           6.7 Confidentiality Agreement . Reference is hereby made to that certain Confidentiality Agreement dated as of August 7, 2007 by and between the Company and Dubai World (the “ Confidentiality Agreement ”) pursuant to which Dubai World and its Affiliates and subsidiaries have agreed not to acquire shares of Common Stock for the period of time specified

in the Confidentiality Agreement. The Company hereby acknowledges, agrees and consents that the third sentence of paragraph 8 of the Confidentiality Agreement is hereby terminated and shall be of no further force or effect on Dubai World or its subsidiaries or affiliates, including with respect to the Infinity World Group or any of the transactions contemplated by this Agreement or the Tender Offer

           6.8 Governing Law . This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of laws principles.

           6.9 Choice of Venue. The parties agree that any actions or other proceedings arising out of or relating to this Agreement shall be brought by the parties and held and determined only in a Delaware state court or a federal court sitting in that state which shall be the exclusive venue of any such action or proceeding. Each party waives any objection which such party may now or hereafter have to the laying of venue of any such action or proceeding, and irrevocably consents and submits to the jurisdiction of such court (and the appropriate appellate courts) in any such action or proceeding. Any and all service of process and any other notice in any such action or proceeding shall be effective against such party when transmitted in accordance with subsection (a) of Section 6.3. Nothing contained herein shall be deemed to affect the right of any Party to serve process in any manner permitted by applicable laws.

           6.10 Entire Agreement. This Agreement, together with the schedules hereto, constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

           6.11 Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile or similar means of electronic communication), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

           6.12 Limited Liability . In the event (i) there is any default or alleged default by the Company under this Agreement, or (ii) Infinity World or the Company or any of their Affiliates has or may have any claim arising from or relating to the terms hereof, Infinity World shall not, and shall cause its Affiliates not to, commence any lawsuit or proceeding (including arbitration proceedings) or otherwise seek to impose any liability whatsoever against Kirk Kerkorian or the Majority Stockholder or any of their Affiliates other than the Company. Neither Kirk Kerkorian nor the Majority Stockholder shall have any liability whatsoever with respect to this Agreement. Neither the Infinity World Group nor the Company shall assert, or permit any party claiming through the Infinity World Group or the Company to assert, a claim or seek to impose any liability against either Kirk Kerkorian or Majority Stockholder or any of their Affiliates (other than the Company), either collectively or individually, as to any matter or thing arising out of or relating to this Agreement. Neither Kirk Kerkorian nor the Majority Stockholder or any of their Affiliates (other than the Company), individually or collectively, is a party to this Agreement or is liable for any alleged breach or default of this Agreement by the Company. It is expressly understood and agreed that this provision shall have no force and effect with respect to any document or agreement as to which Kirk Kerkorian, the Majority Stockholder and any of their Affiliates is a party with the Infinity World Group or the Affiliates of the Infinity World Group, except as set forth in such other agreement.

           6.13 Specific Performance. Infinity World and the Company each agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by them in accordance with the terms hereof and that each party shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity. Each party hereto expressly waives any requirement that any other party hereto obtain any bond or provide any indemnity in connection with any action seeking injunctive relief or specific enforcement of the provisions of the Agreement.

      IN WITNESS WHEREOF , the parties have executed this STOCK PURCHASE AND COMPANY SUPPORT AGREEMENT as of the date first written above.

MGM MIRAGE
/s/ Gary N. Jacobs
Name: Gary N. Jacobs
Title: Executive Vice President, General Counsel and Secretary
INFINITY WORLD INVESTMENTS LLC
/s/ Sultan Ahmed bin Sulayem
Name: Sultan Ahmed bin Sulayem
Title: President and Chief Executive Officer