exv10w1






Exhibit 10




AMENDMENT NO. 2

TO

THE OPERATING AGREEMENT

OF IKM JV, LLC




     THIS AMENDMENT NO. 2 (this “Amendment”) to the Operating Agreement of IKM JV, LLC, a
Nevada limited liability company (the “Company”), dated as of April 29, 2009 (the
“Second Amendment Effective Date”), is entered into by and between IKM MGM, LLC, a Nevada
limited liability company (“MGM JV”), and KERZNER ISTITHMAR LAS VEGAS LLC, a Delaware
limited liability company (“KERZNER JV”) (each herein a “Party”, and collectively,
the “Parties”).



RECITALS




     WHEREAS, the Parties, as members, and IKM MGM MANAGEMENT, LLC, a Nevada limited liability
company, and KERZNER CONCEPTS LIMITED, a Bahamian company, as managers, entered into that certain
Operating Agreement of IKM JV, LLC, dated as of September 10, 2007, as amended by that certain
Amendment No. 1 to the Operating Agreement of IKM JV, LLC, dated as of September 30, 2008
(collectively, the “Agreement”), with respect to the subject matters set forth therein;



     WHEREAS, pursuant to Section 6.8 of the Agreement, the Agreement may be amended by a written
agreement signed by each of the Members; and



     WHEREAS, the Parties desire to further amend the Agreement as set forth in this Amendment.



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



AGREEMENT



1. Defined Terms. Each capitalized term used and not defined herein shall have the meaning
assigned to it in the Agreement.



2. Pre-Development Expenses. The Parties acknowledge and agree that, as of the Second
Amendment Effective Date, the Company has incurred Pre-Development Expenses totaling twenty-five
million eight hundred sixty-two thousand dollars ($25,862,000), including aggregate Pre-Development
Expenses incurred but not yet paid by the Company is one million eight hundred and three thousand
dollars ($1,803,000) (“Current Expenses”). Notwithstanding the Parties’ respective obligations to
make contributions pursuant to Section 3.2 of the Agreement, MGM JV shall, simultaneously with the
mutual execution of this Amendment, contribute to the
Company one-half (1/2) of the total Pre-Development Expenses incurred to date, being twelve


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million
nine-hundred thirty-one thousand dollars ($12,931,000) (“MGM JV’s Pre-Development
Contribution”).



3. Distributions. Notwithstanding anything to the contrary in the Agreement, upon the
Company’s receipt of MGM JV’s Pre-Development Contribution, the Managers shall cause the Company to
immediately distribute to Kerzner JV, as a partial return of Kerzner JV’s Capital Contributions to
the Company, the sum of twelve million sixty-nine thousand dollars ($12,069,000) (the “Kerzner JV
Distribution”).



4. Payment of Expenses. After the Company distributes the Kerzner JV Distribution, all
remaining cash on hand shall (i) first, be used to pay the Current Expenses, and (ii) thereafter,
to the extent any funds remain, be distributed to the Parties in equal one-half shares. MGM JV
acknowledges that a substantial portion of the Current Expenses relates to employee severance
obligations incurred by Kerzner JV (but not yet paid) on behalf of the Company. To the extent that
Kerzner JV actually pays such Current Expenses on behalf of the Company from time to time, the
Managers shall cause the Company to immediately reimburse Kerzner JV for the amount so paid.



5. Rights to the Property. Kerzner JV hereby (i) consents to the immediate granting,
creation and/or allowance of Encumbrances upon the Property, and (ii) waives and relinquishes any
and all rights that it may have in and to the Property and the MGM Property Owners. MGM JV shall
have no further obligation under the Agreement to contribute to the Company the Property or any
interest in the MGM Property Owners. Consequently, MGM MIRAGE and its subsidiaries, including
without limitation the MGM Property Owners, shall have the right to sell, transfer and/or encumber
the Property, in whole or in part, at any time and from time to time without the consent and
approval of Kerzner JV.



6. Suspension of Company Business. The Parties acknowledge and agree that all business
operations of the Company are suspended and neither Party shall incur any further expenses for or
on behalf of the Company without the express written consent of the other Party, which consent may
be withheld in the sole and absolute discretion of such other Party. Subject to such consent, the
Parties further acknowledge and agree that notwithstanding the Parties’ respective obligations to
make contributions pursuant to Section 3.2 of the Agreement, the Parties shall fund such costs on
an equal (50/50) basis.



7. Dissolution. Notwithstanding anything to the contrary in the Agreement, including
without limitation in Section 10.1 thereof, either Party shall have the right to dissolve the
Company upon delivery of written notice to the other Party.



8. Effect of Amendment. This Amendment (including the Recitals hereto) constitutes the
complete and exclusive statement of the agreement among the Parties with regard to the subject
matter of this Amendment. Except as modified hereby, the Agreement shall remain in full force and
effect. On and after the Second Amendment Effective Date, each reference in the Agreement to “this
Agreement,” “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the
Agreement in any other agreements, documents or instruments executed


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and delivered pursuant to the Agreement, shall mean and be a reference to the Agreement, as amended
by this Amendment.



9. Governing Law. This Amendment shall be governed by the laws of the State of Nevada,
without regard to conflict of laws principles.



10. Counterparts. This Amendment 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.




     IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 to the Operating
Agreement of IKM JV, LLC as of the date first above written.



	 	 	 	 	 
	 	IKM MGM, LLC,

a Nevada limited liability company

 	 
	 	/s/ John M. McManus
 	 
	 	Name:  	John M. McManus 	 
	 	Title:  	Assistant Secretary 	 
	 
	 	KERZNER ISTITHMAR LAS VEGAS LLC,

a Delaware limited liability company

 	 
	 	/s/ Richard M. Levine
 	 
	 	Name:  	Richard M. Levine 	 
	 	Title:  	Authorized Signatory 	 
	 




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