exv10w2






Exhibit 10.2




SPONSOR COMPLETION GUARANTEE 

(MGM MIRAGE)




     This Sponsor Completion Guarantee (this “Completion Guarantee”) dated as of October
31, 2008, is made by MGM MIRAGE, a Delaware corporation (“Completion Guarantor”), in favor
of CITYCENTER HOLDINGS, LLC, a Delaware limited liability company (“Borrower”), and BANK OF
AMERICA, N.A., as collateral agent pursuant to the Collateral Agent and Intercreditor Agreement
referred to below (in such capacity together with its successors, the “Collateral Agent”)
for the benefit of the Beneficiaries referred to below, with reference to the following facts:



RECITALS




          A. Borrower is the owner, directly or indirectly, of the land and improvements collectively
constituting the CityCenter project, currently under construction in Clark County, Nevada (the
“Project”).



          B. In connection with securing sources of funding for the completion of the Project, Borrower
has entered into the Credit Agreement, dated as of October 3, 2008 (as it may be amended, modified
or restated from time to time, the “Credit Agreement”), with the lenders referred to
therein (collectively, the “Lenders”) and Bank of America, N.A., as the administrative
agent for the Lenders (in such capacity together with its successors, the “Administrative
Agent”).



          C. Borrower anticipates that after the date hereof, it may issue additional indebtedness,
including the Junior Capital (as defined in the Credit Agreement).



          D. Borrower has entered into the Collateral Agent and Intercreditor Agreement, dated as of
October 3, 2008 (as it may be amended, modified or restated from time to time, the “Collateral
Agent and Intercreditor Agreement”), with the Collateral Agent and the Administrative Agent,
pursuant to which the Collateral Agent is agreeing to act as collateral agent for the
Beneficiaries.



          E. Completion Guarantor and Dubai World, a Dubai, United Arab Emirates government decree
entity (“Dubai World”), each indirectly own 50% of the issued and outstanding membership
units in Borrower. Accordingly, Completion Guarantor and Dubai World are interested in the
completion of the Project and the financial success of Borrower.



          F. As a condition to the making of Loans under the Credit Agreement, Completion Guarantor and
Dubai World are each required to provide several (and not joint or joint and several) completion
guarantees with a liability limit of $600,000,000 (the completion guarantee issued by Dubai World,
as amended, restated, extended, supplemented, or otherwise modified from time to time, being
referred to herein as the “Dubai World Completion Guarantee”, and, together with this
Completion Guarantee, the “Sponsor Completion Guarantees”).



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          G. Administrative Agent, Borrower and Bank of America, N.A., as disbursement agent (in such
capacity together with its successors, the “Disbursement Agent”), concurrently herewith,
are entering into the Disbursement Agreement, dated as of the date hereof (as it may be amended,
modified or restated from time to time, the “Disbursement Agreement”), pursuant to which
such parties have agreed, inter alia, as to disbursement procedures for various sources of capital
referred to above, including without limitation the proceeds of draws under the Sponsor Completion
Guarantees.



AGREEMENT




     In order to induce the Beneficiaries to enter into the Transaction Documents and to make the
credit extensions contemplated by such documents, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Completion Guarantor, as primary
obligor and not merely as surety, hereby unconditionally and irrevocably covenants and agrees for
the benefit of Borrower and the Beneficiaries as follows:



     1. Certain Defined Terms. Capitalized terms used herein have the meanings ascribed
thereto in the Credit Agreement unless specifically defined herein. In addition to the terms
defined in the preamble and the recitals to this Completion Guarantee and in the body of this
Completion Guarantee, the following terms shall have the following respective meanings when used
herein:




     “Accounts” has the meaning set forth in the Disbursement Agreement.




     “Beneficiaries” means:




     (a) the Collateral Agent;




     (b) the Administrative Agent, together with the Lenders; and




     (c) the Junior Capital Representative and the Junior Capital Lenders if and to the
extent rights under this Completion Guarantee are granted by Borrower under the Junior
Capital Documents.




     “Completion Date” has the meaning set forth in the Disbursement Agreement.




     “Construction Payables” means the unpaid amount of any claims made by any
contractors, subcontractors, materialmen, vendors or other legitimate claimants made in
respect of works of improvement, which have been conducted in furtherance of the Project and
take priority over the Deed of Trust as reflected on date down title endorsements in the
form of Exhibit J to the Disbursement Agreement received by the Disbursement Agent; provided
that any such claim that is the subject of a bona fide dispute between Borrower and the
claimant, or is covered by a bond insuring the payment of such claim, in either case, to the
reasonable satisfaction of the Disbursement Agent, shall not be considered a “Construction
Payable”.




     “Credit Default” has the meaning set forth in the Disbursement Agreement.



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     “Draw Amount” means, as of any Monthly Draw Date, an amount equal to the amount
by which the Final Draw Amount for such Monthly Draw Date exceeds the amount of funds that
are then available in the Accounts to fund the Final Draw Amount being requested for
disbursement on such Monthly Draw Date.




     “Draw Event” means the insufficiency of funds, for any reason, (a) as of any
Monthly Draw Date, available in cash to the Disbursement Agent in the Accounts (giving
effect to the request for funds set forth in the Final Draw Request for such Monthly Draw
Date) to fund the Final Draw Amount being requested for disbursement on such Monthly Draw
Date, or (b) as of any date, to fund Construction Payables.




     “Eurodollar Business Day” has the meaning set forth in the Disbursement
Agreement.




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




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




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




     “Guaranteed Obligations” means the obligations of the Completion Guarantor
under this Completion Guarantee.




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




     “Junior Capital Representative” has the meaning set forth in the Disbursement
Agreement.




     “Liability Cap” means $600,000,000.




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




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




     “Sponsors” means Completion Guarantor and Dubai World.



     2. Draw Event Payments. Completion Guarantor hereby irrevocably agrees as follows:



          2.1 Completion Guarantor hereby guarantees the completion of the Project in accordance with
the procedures set forth below, provided that in no event shall Completion Guarantor be required to
advance funds under this Agreement in excess of the Liability Cap (except as provided in Section
19). Subject to the procedures set forth in Section 3 below, upon the occurrence of a Draw Event,
Completion Guarantor shall make a payment to the Disbursement Agent in an amount equal to the Draw
Amount.



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          2.2 Notwithstanding any provision of this Completion Guarantee to the contrary, the aggregate
amount of cash payments required to be made by Completion Guarantor hereunder shall not exceed the
Liability Cap plus any amounts which become due and payable under Section 19. For the avoidance of
doubt, no other equity or debt investments made by Completion Guarantor or any of its Subsidiaries
in Borrower or any of its Subsidiaries (including without limitation any proceeds of the Sponsor
Equity Commitment or the Sponsor Subordinated Debt) or other payments made by Completion Guarantor
or its Subsidiaries to or for the benefit of Borrower or any of its Subsidiaries shall reduce the
Liability Cap or otherwise affect the amount of funds available to be drawn under this Completion
Guarantee.



     3. General Procedures; Draws.



          3.1 If, as of the date that is three (3) Eurodollar Business Days prior to any Monthly Draw
Date, it is anticipated that a Draw Event will occur as of the Monthly Draw Date, then the
Disbursement Agent shall be entitled to make demand on Completion Guarantor hereunder for payment
of costs associated with completing the construction of the Project in an amount equal to the Draw
Amount. The Disbursement Agent may also make demand hereunder on a date which is not a Monthly
Draw Date upon the presentation of supporting documentation for Construction Payables, and any such
demand shall be payable by the Completion Guarantor within ten (10) Eurodollar Business Days



          3.2 Upon receipt of a demand from the Disbursement Agent under Section 3.1 and subject to
Section 3.5, Completion Guarantor shall make the requested payment by wire transfer of immediately
available funds to the Borrower through deposit into the Sponsor Proceeds Account no later than the
corresponding Monthly Draw Date (or, in the case of any demand relating to Construction Payables,
within ten (10) Eurodollar Business Days). Each such payment so deposited into the Sponsor
Proceeds Account will be disbursed by the Disbursement Agent for the Borrower’s benefit in
accordance with the terms of the Disbursement Agreement.



          3.3 Completion Guarantor agrees that its obligations hereunder shall not be affected by any
exercise of remedies by any Beneficiary, and that this Completion Guarantee shall continue to be
enforceable against Completion Guarantor until it terminates in accordance with Section 32.
Completion Guarantor’s obligation to fund Draw Amounts in accordance with the terms hereof shall be
irrevocable and unconditional, including notwithstanding any (x) deterioration in the financial
condition of Borrower, including any bankruptcy or similar proceeding of Borrower or any of its
subsidiaries, (y) elimination or transfer of Completion Guarantor’s ownership interest in Borrower,
including in connection with any bankruptcy or similar proceeding or (z) failure by Dubai World to
fund any of its obligations under the Dubai World Completion Guarantee.



          3.4 Notwithstanding any other provision of this Completion Guarantee to the contrary, this
Completion Guarantee is not a guarantee of the Indebtedness incurred by the Loan Parties under the
Transaction Documents and notwithstanding any implication herein to the contrary, in no event shall
any of the funds committed hereunder by Completion Guarantor be used for any purpose other than the
payment of construction costs associated with completion of the Project that are then due and
payable.



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          3.5 Upon the occurrence of any Draw Event, the Disbursement Agent (except to the extent
prohibited from doing so by law) shall make concurrent demand upon the Sponsors for an aggregate
amount equal to the Draw Amount. While it is anticipated that each of the Sponsors will fund 50%
of each Draw Amount, Completion Guarantor shall be responsible to timely fund the full Draw Amount
(but without an obligation to exceed its Liability Cap) in the event Dubai World fails to fund all
or any part of its portion of the Draw Amount.



          3.6 Completion Guarantor may effect its funding obligations hereunder through fundings by
itself or one or more of its direct or indirect Subsidiaries. Each funding made pursuant to this
Completion Guaranty (whether made by Sponsor directly or through a Subsidiary) shall be deemed to
constitute a contribution to the equity capital to Borrower.



     4. Nature of Guarantee. This Completion Guarantee is irrevocable and continuing in
nature and relates to any Guaranteed Obligations now existing or hereafter arising. This
Completion Guarantee is a guarantee of prompt and punctual payment and performance and is not
merely a guarantee of collection.



     5. Relationship to Other Agreements. Except as specifically noted herein, nothing
herein shall in any way modify or limit the effect of terms or conditions set forth in any other
Transaction Document, including without limitation the Sponsor Contribution Agreements and the
Sponsor Subordination Agreement, executed by Completion Guarantor or any other document, instrument
or agreement executed by Completion Guarantor in connection with the Project, but each and every
term and condition hereof shall be in addition thereto.



     6. Subordination of Indebtedness of Borrower to Completion Guarantor. Completion
Guarantor represents and warrants that, as of the date hereof, Borrower and its Subsidiaries do not
have any indebtedness owing to Completion Guarantor other than the portion of the Sponsor
Subordinated Debt that has already been advanced to Borrower in connection with funding
construction of the Project. Completion Guarantor hereby agrees that all indebtedness now or
hereafter owed by Borrower or any of its Subsidiaries to Completion Guarantor or any of its
Subsidiaries shall be subordinated in right of payment to the Senior Indebtedness (as defined in
the Sponsor Subordination Agreement) as and to the extent provided in the Sponsor Subordination
Agreement, and all such present or future indebtedness of Borrower or any of its Subsidiaries shall
be subject to the Sponsor Subordination Agreement. To the extent that, contrary to the intention
of the parties, any amount funded by Completion Guarantors (directly or through Subsidiaries) is
ever construed to be indebtedness, then any reimbursement obligations of Borrower to Completion
Guarantor or its Subsidiaries that may result from the funding of Draw Amounts hereunder, shall be
likewise subordinated.



     7. Statutes of Limitations and Other Laws. Until the Guaranteed Obligations have been
paid and performed in full or this Completion Guarantee terminates in accordance with Section 32,
all the rights, privileges, powers and remedies granted to the Beneficiaries hereunder shall
continue to exist and may be exercised by the Beneficiaries at any time and from time to time
irrespective of the fact that any of the Secured Obligations may have become barred by any statute
of limitations. Completion Guarantor expressly waives the benefit of any and all statutes of
limitation, and any and all Laws providing for exemption of Property from
execution or for evaluation and appraisal upon foreclosure, to the maximum extent permitted by
applicable Laws.



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     8. Waivers and Consents. Completion Guarantor consents and agrees that the
Beneficiaries may, at any time and from time to time, without notice or demand, and without
affecting the enforceability or continuing effectiveness hereof: (a) supplement, modify, amend,
extend, renew, accelerate or otherwise change the time for payment or the terms of the Secured
Obligations or any part thereof, including, without limitation, any increase or decrease of the
rate(s) of interest thereon and any increase or decrease in the principal amount of the Secured
Obligations; (b) supplement, modify, amend or waive, or enter into or give any agreement, approval
or consent with respect to, the Secured Obligations or any part thereof, or any of the Transaction
Documents to which Completion Guarantor is not a party or any additional security or guarantees, or
any condition, covenant, default, remedy, right, representation or term thereof or thereunder;
(c) accept new or additional instruments, documents or agreements in exchange for or relative to
any of the Transaction Documents or the Secured Obligations or any part thereof; (d) accept partial
payments on the Secured Obligations; (e) receive and hold additional security or guarantees for the
Secured Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to
perfect, subordinate, exchange, substitute, transfer and/or enforce any security or guarantees, and
apply any security and direct the order or manner of sale thereof as the Beneficiaries in their
discretion may determine; (g) release any Person from any personal liability with respect to the
Secured Obligations or any part thereof; (h) settle, release on terms satisfactory to the
applicable Beneficiary or by operation of applicable Laws or otherwise liquidate or enforce any of
the Secured Obligations and any security or guarantee therefor in any manner, consent to the
transfer of any security and bid and purchase at any sale; and/or (i) consent to the merger, change
or any other restructuring or termination of the corporate or other existence of Borrower or any
other Obligor, and correspondingly restructure the Secured Obligations, and any such merger,
change, restructuring or termination shall not affect the liability of Completion Guarantor or the
continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of
the Guaranteed Obligations.



          The Collateral Agent, on behalf of the Beneficiaries, may enforce this Completion Guarantee
independently of any other remedy or security the Beneficiaries at any time may have or hold in
connection with the Secured Obligations. Completion Guarantor expressly waives any right to
require the Beneficiaries to marshal assets in favor of Borrower, Completion Guarantor or any other
Person, and agrees that the Beneficiaries may proceed against Borrower or any other Person, or upon
or against any security or remedy, before proceeding to enforce this Completion Guarantee, in such
order as they shall determine in their discretion. The Collateral Agent, on behalf of the
Beneficiaries, may file a separate action or actions against Borrower and/or Completion Guarantor
without respect to whether action is brought or prosecuted with respect to any security or against
any other Person, or whether any other Person is joined in any such action or actions. Completion
Guarantor agrees that the Beneficiaries and Borrower and any Affiliates of Borrower may deal with
each other in connection with the Secured Obligations or otherwise, or alter any contracts or
agreements now or hereafter existing between any of them, in any manner whatsoever, all without in
any way altering or affecting the effectiveness and enforceability of this Completion Guarantee.
The Beneficiaries’ rights hereunder shall be reinstated and revived, and the enforceability of this
Completion Guarantee shall continue, with respect to any amount at any time paid on account of the
Guaranteed Obligations which



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thereafter shall be required to be restored or returned by the Beneficiaries upon the
bankruptcy, insolvency or reorganization of Borrower, Completion Guarantor or any other Person, or
otherwise, all as though such amount had not been paid. The rights of the Beneficiaries created or
granted herein and the enforceability of this Completion Guarantee with respect to Completion
Guarantor at all times shall remain effective to guarantee the full amount of all the Guaranteed
Obligations (subject to the limitation set forth in Section 2.2) even though the Secured
Obligations, or any part thereof, or any security or guarantee therefor, may be or hereafter may
become invalid or otherwise unenforceable as against Borrower or any other Loan Party or any other
guarantor or surety and whether or not Borrower or any other Loan Party shall have any personal
liability with respect thereto. Completion Guarantor expressly waives any and all defenses now or
hereafter arising or asserted by reason of (a) any disability or other defense of Borrower or any
other Loan Party with respect to the Secured Obligations, (b) the unenforceability or invalidity of
any security or guarantee for the Secured Obligations or the lack of perfection or continuing
perfection or failure of priority of any security for the Secured Obligations, (c) the cessation
for any cause whatsoever of the liability of Borrower or any other Loan Party (other than by reason
of the full payment and performance of all the Secured Obligations and the termination of all
commitments under the Transaction Documents), (d) any failure of the Beneficiaries to marshal
assets in favor of Borrower, any other Loan Party or any other Person, (e) any failure of the
Beneficiaries to give notice of sale or other disposition of any collateral securing any Obligation
to Completion Guarantor or any other Person or any defect in any notice that may be given in
connection with any sale or disposition of any collateral securing any Obligation, (f) any failure
of the Beneficiaries to comply with applicable Laws in connection with the sale or other
disposition of any collateral securing any Obligation or other security for any Obligation,
including without limitation, any failure of the Beneficiaries to conduct a commercially reasonable
sale or other disposition of any collateral securing any Obligation or other security for any
Obligation, (g) any act or omission of the Beneficiaries or others that directly or indirectly
results in or aids the discharge or release of Borrower or any other Loan Party or the Secured
Obligations or any security or guarantee therefor by operation of law or otherwise, (h) any Law
which provides that the obligation of a surety or guarantor must neither be larger in amount nor in
other respects more burdensome than that of the principal or which reduces a surety’s or
guarantor’s obligation in proportion to the principal obligation, (i) any failure of the
Beneficiaries to file or enforce a claim in any bankruptcy or other proceeding with respect to any
Person, (j) the election by the Beneficiaries, in any bankruptcy proceeding of any Person, of the
application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code, (k) any
extension of credit or the grant of any Lien under Section 364 of the Bankruptcy Code of the United
States, (l) any use of cash collateral under Section 363 of the Bankruptcy Code of the United
States, (m) any agreement or stipulation with respect to the provision of adequate protection in
any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of the
Beneficiaries for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement,
readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person,
including any discharge of, or bar or stay against collecting, all or any of the Secured
Obligations (or any interest thereon) in or as a result of any such proceeding, (p) to the extent
permitted in paragraph 40.495 of the Nevada Revised Statutes (“NRS”), the benefits of the
one-action rule under NRS Section 40.430, or (q) any action taken by the Collateral Agent that is
authorized by this Section or any other provision of any Transaction Document. Completion
Guarantor expressly waives all setoffs and counterclaims



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and all presentments, demands for payment or performance, notices of nonpayment or
nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands
of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of
acceptance of this Completion Guarantee or of the existence, creation or incurrence of new or
additional Secured Obligations.



     9. Condition of Borrower and other Obligors. Completion Guarantor represents and
warrants to the Beneficiaries that Completion Guarantor has established adequate means of obtaining
from Borrower and each other Obligor, on a continuing basis, financial and other information
pertaining to the businesses, operations and condition (financial and otherwise) of Borrower and
each other Obligor and their properties, and Completion Guarantor now is and hereafter will be
completely familiar with the businesses, operations and condition (financial and otherwise) of
Borrower and each other Obligor and their properties. Completion Guarantor hereby expressly waives
and relinquishes any duty on the part of the Beneficiaries (should any such duty exist) to disclose
to Completion Guarantor any matter, fact or thing related to the businesses, operations or
condition (financial or otherwise) of Borrower or each other Obligor or their properties, whether
now known or hereafter known by the Beneficiaries during the life of this Completion Guarantee.



     10. Liens on Real Property. Completion Guarantor expressly waives any defenses to the
enforcement of this Completion Guarantee or any rights of the Beneficiaries created or granted
hereby or to the recovery by the Beneficiaries against Borrower, any other Loan Party or any other
Person liable therefor of any deficiency after a judicial or nonjudicial foreclosure or sale
because all or any part of the Secured Obligations are secured by real property. This means, among
other things: (1) the Beneficiaries may collect from Completion Guarantor without first foreclosing
on any real or personal property collateral pledged by the Loan Parties; (2) if the Beneficiaries
foreclose on any real property collateral pledged by the Loan Parties: (A) the amount of the
Secured Obligations may be reduced only by the price for which that collateral is sold at the
foreclosure sale, even if the collateral is worth more than the sale price; and (B) the
Beneficiaries may collect from Completion Guarantor even if the Beneficiaries, by foreclosing on
the real property collateral, have destroyed any right Completion Guarantor may have to collect
from the Loan Parties. This is an unconditional and irrevocable waiver of any rights and defenses
Completion Guarantor may have because all or any part of the Secured Obligations are secured by
real property. Completion Guarantor expressly waives any defenses or benefits that may be derived
from NRS Section 40.430 and judicial decisions relating thereto, and NRS Sections 40.451, 40.455,
40.457 and 40.459, and all other suretyship defenses it otherwise might or would have under Nevada
Law or other applicable Law. Completion Guarantor expressly waives any right to receive notice of
any judicial or nonjudicial foreclosure or sale of any real property or interest therein subject to
any such deeds of trust or mortgages or other instruments and Completion Guarantor’s or any other
Person’s failure to receive any such notice shall not impair or affect Completion Guarantor’s
obligations hereunder or the enforceability of this Completion Guarantee or any rights of the
Beneficiaries created or granted herein.



     11. Subrogation, Indemnification and Contribution. Completion Guarantor hereby defers
and subordinates, until all of the Secured Obligations have been indefeasibly paid and performed in
full and any commitments with respect to the Secured Obligations are terminated,



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(i) all rights to indemnification by the Loan Parties in respect of any payments made by
Completion Guarantor hereunder, (ii) all subrogation rights arising out of the making of such
payments, and all other similar rights which may arise in favor of Completion Guarantor against any
Loan Party, (iii) all rights to set off against the assets of any Loan Party, and (iv) all rights
to reimbursement, to exoneration or to any other rights that could accrue to a surety against a
principal, to a guarantor against a maker or obligor, to an accommodation party against the party
accommodated, or to a holder or transferee against a maker, and which Completion Guarantor may have
or hereafter acquire against any Loan Party in connection with or as a result of Completion
Guarantor’s execution, delivery and performance of this Completion Guarantee. Without limiting the
effect of the foregoing waivers or any of the obligations of Completion Guarantor hereunder, the
Collateral Agent acknowledges that Completion Guarantor may have a right of contribution against
Dubai World in connection with Dubai World’s failure to perform its obligations under the Dubai
World Completion Guarantee.




     12. Understandings With Respect to Waivers and Consents. Completion Guarantor
warrants and agrees that each of the waivers and consents set forth herein are made with full
knowledge of their significance and consequences, with the understanding that events giving rise to
any defense or right waived may diminish, destroy or otherwise adversely affect rights which
Completion Guarantor otherwise may have against Borrower, any other Loan Party, any Beneficiary or
others, or against any collateral securing any Obligation, and that, under the circumstances, the
waivers and consents herein given are reasonable and not contrary to public policy or Law.
Completion Guarantor acknowledges that it has either consulted with legal counsel regarding the
effect of this Completion Guarantee and the waivers and consents set forth herein, or has made an
informed decision not to do so. If this Completion Guarantee or any of the waivers or consents
herein are determined to be unenforceable under or in violation of applicable Law, this Completion
Guarantee and such waivers and consents shall be effective to the maximum extent permitted by Law.



     13. Representations and Warranties.



          13.1 Completion Guarantor hereby makes each and every representation and warranty set forth in
its Sponsor Contribution Agreement as if set forth in full herein.



          13.2 Completion Guarantor represents and warrants that there is no equitable or legal defense
to the enforcement of this Completion Guarantee against Completion Guarantor which has not been
effectively waived to the extent legally possible.



     14. Financial Reporting. Completion Guarantor shall deliver to the Collateral Agent
the financial statements required to be delivered under its Sponsor Contribution Agreement, in form
and detail and on the dates required thereunder.



     15. Delegations and Assignments.



          15.1 This Completion Guarantee shall inure to the benefit of the successors and assigns of the
Beneficiaries who shall have, to the extent of their interest, the rights of Beneficiaries
hereunder.



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          15.2 This Completion Guarantee is binding upon Completion Guarantor and its successors and
assigns. Completion Guarantor is not entitled to assign or delegate its obligations hereunder to
any other person without the written consent of the Collateral Agent, except that Completion
Guarantor may delegate its obligation to fund Draw Amounts hereunder to any of its wholly-owned
direct or indirect Subsidiaries so long as such Subsidiary is a party to the Sponsor Subordination
Agreement; provided, however, under no circumstances shall such delegation relieve
Completion Guarantor of its obligations under this Completion Guarantee.



     16. Additional Waiver. No delay on the part of any Beneficiary in exercising any of
its rights (including those hereunder) and no partial or single exercise thereof and no action or
non-action by any Beneficiary, with or without notice to Completion Guarantor or anyone else, shall
constitute a waiver of any rights or shall affect or impair this Completion Guarantee.



     17. Interpretation. The section headings in this Completion Guarantee are for the
convenience of reference only and shall not affect the meaning or construction of any provision
hereof.



     18. Notices. All notices in connection with this Completion Guarantee shall be given
in the same manner provided for in Section 10.02 of the Credit Agreement.


The address of Completion Guarantor for notices is:



MGM MIRAGE

3600 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Attention: Dan D’Arrigo

               Executive Vice President and Chief Financial Officer

Telecopier: (702) 693-7628



With a copy to:



MGM MIRAGE

3600 Las Vegas Boulevard South

Las Vegas, Nevada 89109

Attention: Gary N. Jacobs

               Executive Vice President, General Counsel and Secretary

Telecopier: (702) 693-7628



The address of the Collateral Agent for notices is:



Bank of America, N.A.

Agency Management

Mail Code: TX1-492-14-11

BANK OF AMERICA PLAZA

901 MAIN ST, 14th Floor

DALLAS TX 75202-3714

Attention: Maurice Washington, Vice President

Telecopier: (214) 290-9544




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     19. Costs and Expenses. Completion Guarantor agrees to pay to the Collateral Agent
all costs and expenses (including, without limitation, reasonable attorneys’ fees and
disbursements) incurred by the Collateral Agent in the enforcement or attempted enforcement of this
Completion Guarantee, whether or not an action is filed in connection therewith, and in connection
with any waiver or amendment of any term or provision hereof. All advances, charges, costs and
expenses, including, without limitation, reasonable attorneys’ fees and disbursements
(including the reasonably allocated cost of legal counsel employed by the Collateral Agent),
incurred or paid by the Collateral Agent in exercising any right, privilege, power or remedy
conferred by this Completion Guarantee, or in the enforcement or attempted enforcement thereof,
shall be subject hereto and shall become a part of the Guaranteed Obligations (and shall not be
subject to the Liability Cap) and shall be paid to the Collateral Agent by Completion Guarantor,
immediately upon demand, together with interest thereon at the Default Rate provided for under the
Credit Agreement.



     20. Construction of this Completion Guarantee. This Completion Guarantee is intended
to give rise to absolute and unconditional obligations on the part of Completion Guarantor; hence,
in any construction hereof, notwithstanding any provision of any Transaction Document to the
contrary, this Completion Guarantee shall be construed strictly in favor of the Beneficiaries in
order to accomplish its stated purpose.



     21. Liability. Completion Guarantor and by its acceptance hereof the Beneficiaries
hereby confirm that it is the intention of all such parties that the guarantee by Completion
Guarantor pursuant to this Completion Guarantee not constitute a fraudulent transfer or conveyance
for purposes of any federal or state Law. To effectuate the foregoing intention, the obligations
of Completion Guarantor under this Completion Guarantee shall be limited to the maximum amount as
will, after giving effect to all other contingent and fixed liabilities of Completion Guarantor,
result in the obligations of Completion Guarantor under this Completion Guarantee not constituting
a fraudulent conveyance or fraudulent transfer under federal or state Law. This Section 21 is for
the benefit of the creditors of Completion Guarantor. The liability of Completion Guarantor
hereunder is independent of any other guarantees at any time in effect with respect to all or any
part of the Guaranteed Obligations, including the Dubai World Completion Guarantee, and Completion
Guarantor’s liability hereunder may be enforced regardless of the existence of any such guarantees.
Any termination by or release of Completion Guarantor in whole or in part shall not affect the
continuing liability of any other guarantor, and no notice of any such termination or release shall
be required. The execution hereof by Completion Guarantor is not founded upon an expectation or
understanding that any other guarantee of the Guaranteed Obligations will ultimately be
enforceable.



     22. Amendments. This Completion Guarantee may be amended only with the written
consent of Completion Guarantor, Borrower and the Collateral Agent.



     23. Counterparts. This Completion Guarantee may be executed in one or more duplicate
counterparts, and when executed and delivered by all of the parties listed below shall constitute a
single binding agreement.



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     24. Enforcement. At any time that Completion Guarantor fails to fund, on a timely
basis, any Draw Amount after receipt of a proper demand hereunder, the Collateral Agent shall
be entitled to seek remedies against Completion Guarantor to compel the funding of its
obligations hereunder, including without limitation seeking an order for specific performance of
its funding obligations. Completion Guarantor agrees that money damages would be an inadequate
remedy for breach of its funding obligations hereunder and hereby agrees in advance to an order of
specific performance enforcing any or all of such obligations. The Collateral Agent may exercise
any other remedy available at law or equity to enforce this Completion Guarantee.



     25. Collateral Agent. Completion Guarantor acknowledges that, pursuant to the
Collateral Agent and Intercreditor Agreement, the Collateral Agent has been appointed as the
exclusive agent of the Beneficiaries to exercise or enforce their rights, remedies, privileges and
powers under this Completion Guarantee and to otherwise act on their behalf in all matters related
hereto. Completion Guarantor shall respect and treat any and all actions so taken by the
Collateral Agent as if taken by the Beneficiaries. Only the Collateral Agent may take any action,
on behalf of the Beneficiaries, to enforce this Completion Guarantee against Completion Guarantor.



     26. Not a Contract to Make a Loan. This Completion Guarantee shall not be deemed to
be a contract to make a loan, or extend other debt financing or financial accommodation, for the
benefit of Borrower within the meaning of Section 365(e) of the United States Bankruptcy Code.



     27. Governing Law; Jurisdiction; Etc.



          27.1 GOVERNING LAW. THIS COMPLETION GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEVADA.




          27.2 SUBMISSION TO JURISDICTION. EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEVADA SITTING IN CLARK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF
THE DISTRICT OF NEVADA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS COMPLETION GUARANTEE, OR FOR RECOGNITION OR ENFORCEMENT OF ANY
JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEVADA STATE COURT OR,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES
HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
NOTHING IN THIS COMPLETION GUARANTEE SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY
LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS COMPLETION GUARANTEE
AGAINST COMPLETION GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.




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          27.3 WAIVER OF VENUE. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN SECTION 20.2 OF THIS SECTION.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.




          27.4 SERVICE OF PROCESS. EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS TO SERVICE
OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 18. NOTHING IN THIS AGREEMENT WILL AFFECT
THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.




     28. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY). EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



     29. Integration of Terms. This Completion Guarantee contains the entire agreement
between the Completion Guarantor and the Beneficiaries relating to the subject matter hereof and
supersedes all oral statements and prior writings with respect hereto.



     30. No Defense. Completion Guarantor expressly agrees that its continuing, several
liability for the Guaranteed Obligations shall not be affected or diminished in any way by any
defense, including, without limitation, any sovereign immunity defense, Dubai World may possess or
assert with respect to Dubai World’s obligations under the Dubai World Completion Guarantee. The
execution hereof by Completion Guarantor is not founded upon an expectation or understanding that
Dubai World will not possess or assert any sovereign immunity defense or any other defense with
respect to payment under the Dubai World Completion Guarantee. It is understood and agreed that
nothing in this Section shall diminish or otherwise detract from Completion Guarantor’s waivers of
defenses set forth in this Completion Guarantee.



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     31. Non-Involvement of Tracinda. The parties hereto acknowledge that neither Kirk
Kerkorian nor Tracinda Corporation, individually or collectively, is a party to this Completion
Guarantee or any other Loan Document. Accordingly, the parties hereto hereby agree that in the
event (i) there is any alleged breach or default by Completion Guarantor under this Completion
Guarantee or any other Loan Document, or (ii) any party hereto has any claim arising from or
relating to this Completion Guarantee or any other Loan Document, no party hereto, nor any party
claiming through it (to the extent permitted by applicable Law), shall commence any proceedings or
otherwise seek to impose any liability whatsoever against Mr. Kerkorian or Tracinda Corporation by
reason of such alleged breach, default or claim.



     32. Termination. Completion Guarantor and the Collateral Agent acknowledge that there
are procedures set forth in Section 3.9.5 of the Disbursement Agreement for the termination of this
Completion Guarantee by the Collateral Agent in its sole discretion and that so long as the
Collateral Agent has not received a notice from any Beneficiary or the Disbursement Agent objecting
to such a termination, the Collateral Agent shall be entitled to agree to such a termination in
accordance with the terms of Section 3.9.5 of the Disbursement Agreement and no Beneficiary shall
thereafter have any claim against the Collateral Agent in connection therewith.



[Signature Page to Follow]




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     IN WITNESS WHEREOF, Completion Guarantor has caused this Completion Guarantee to be duly
executed and delivered as of the day and year first written above.



	 	 	 	 	 	 	 
	 	 	MGM MIRAGE,

a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ John M. McManus
 

John M. McManus
	 	 
	 

	 	Title:
	 	Senior Vice President – Assistant


General Counsel and Assistant Secretary	 	 






	 	 	 	 	 
	AGREED AND ACCEPTED:	 	 
	 
	 	 	 	 
	BANK OF AMERICA, N.A.,

as Collateral Agent	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Maurice E. Washington
 

Maurice E. Washington
	 	 
	Title:

	 	Vice President