TABLE OF CONTENTS

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ARTICLE 1
FORMATION
1.1.		Formation			1
1.2.		Intent			1
1.3.		Definitions			1
ARTICLE 2
GENERAL PROVISIONS
2.1.		Name			12
2.2.		Principal Office			12
2.3.		Company Purpose			12
2.4.		Purpose Limited			12
2.5.		Statutory Compliance			12
2.6.		Term			13
2.7.		Registered Agent for Service of Process			13
2.8.		No Payment of Individual Obligations			13
2.9.		Licensing			13
2.10.		Conduct of Business Through Single Purpose Entities			14
ARTICLE 3
CAPITALIZATION
3.1.		Issuance of Units			14
3.2.		Initial Capital Contributions by the Members; Representations and Warranties			14
3.3.		Satisfaction of Closing Conditions			22
3.4.		Failure to Make a Capital Contribution			22
3.5.		Additional Remedies for Failure to Make a Capital Contribution			25
3.6.		Member Loans			25
3.7.		No Further Capital Contributions			25
3.8.		Excess Carrying Costs			25
ARTICLE 4
DISTRIBUTIONS
4.1.		Amount and Time of Distributions			26
4.2.		Return of Capital			26

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4.3.		MGM JV?s Distribution			26
4.4.		Acknowledgment of Liability for Taxes			26
ARTICLE 5
PROFITS AND LOSSES
5.1.		Profit Allocations			27
5.2.		Loss Allocations			27
5.3.		Allocation Rules			28
5.4.		Tax Allocations			28
ARTICLE 6
MANAGEMENT
6.1.		Management Committee-Managed			29
6.2.		Responsibilities, Rights, and Powers of the Chief Executive Officer and the Chief Financial Officer			32
6.3.		Management Committee			33
6.4.		Actions Requiring the Consent of the Management Committee			35
6.5.		Filing of Documents			37
6.6.		Indemnification and Liability			37
6.7.		Compensation			38
6.8.		Amendment of Agreement			39
6.9.		Standard of Care			39
6.10.		Transactions with Affiliates			40
6.11.		Independent Activities			40
6.12.		Management Employees of the Company			41
6.13.		Additional Arrangements			41
6.14.		Right to Exercise Remedies			42
ARTICLE 7
THE MEMBERS
7.1.		Meetings of the Members			42
7.2.		Voting of the Members			42
7.3.		Other Business Interests of the Members			42
7.4.		Rights and Obligations of Members			42

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7.5.		Defaulting Member			43
7.6.		Member Determined Unsuitable or Unqualified by a Gaming Authority			44
ARTICLE 8
BOOKS, RECORDS, REPORTS AND ACCOUNTING
8.1.		Records			45
8.2.		Fiscal Year and Accounting			46
8.3.		Preparation of Tax Returns			46
8.4.		Tax Elections			46
8.5.		Tax Controversies			46
8.6.		Reports			47
ARTICLE 9
TRANSFERS, WITHDRAWALS
9.1.		Restrictions on Transfers			47
9.2.		Permitted Transfers			47
9.3.		Conditions to Transfers			48
9.4.		Prohibited Transfers			49
9.5.		Distributions and Allocations in Respect of Transferred Units			49
9.6.		Right of First Offer			49
9.7.		Consequence of Certain Transfers			50
ARTICLE 10
LIQUIDATION AND WINDING UP; MERGER
10.1.		Dissolution			51
10.2.		Liquidation			52
10.3.		Liquidating Trust			53
10.4.		Deficit Capital Account			53
10.5.		Filings			53
10.6.		Merger			53
10.7.		Representations and Warranties of the Members			53
ARTICLE 11
GAMING LAWS
11.1.		Gaming Licensing Matters			55

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11.2.		Qualifications			55
11.3.		Additional Requirements			56
ARTICLE 12
DISPUTE RESOLUTION
12.1.		Dispute Resolution			57
12.2.		Commencement of Mediation and Arbitration			57
12.3.		Mediation			57
12.4.		Rules of Arbitration			57
12.5.		Selection of Arbitrator			57
12.6.		Choice and Adoption of Law			58
12.7.		Place of Hearing			58
12.8.		Confidentiality			58
12.9.		Service of Process			58
12.10.		Form of Arbitrator?s Award			58
12.11.		Performance During Disputes			59
12.12.		Review of Arbitrator?s Award			59
12.13.		Discovery			59
12.14.		Costs of Arbitration and Attorneys? Fees			59
12.15.		Joinder of Third Parties			59
ARTICLE 13
MISCELLANEOUS
13.1.		Governing Law			59
13.2.		Method of Providing Notices			59
13.3.		Severability			60
13.4.		Binding Effect			60
13.5.		Titles and Captions			61
13.6.		Pronouns and Plurals			61
13.7.		No Third Party Rights			61
13.8.		Further Assurances			61
13.9.		Estoppel Certificates			61
13.10.		Schedules Included in Exhibits; Incorporation by Reference			61

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13.11.		Amendments			61
13.12.		Counterparts			61
13.13.		Creditors			61
13.14.		Entire Agreement			61
13.15.		Independent Legal Counsel			62
13.16.		Proceeding Expenses			62
13.17.		Specific Performance			62
13.18.		Non-Involvement of Certain Parties			62
13.19.		Expansion of Relationship			63
13.20.		Waiver of Partition Right			63
13.21.		Interpretation			63

OPERATING AGREEMENT

OF

IKM JV, LLC

THIS OPERATING AGREEMENT (the ?Agreement?) of IKM JV, LLC (the ?Company?) is made and entered into effective as of September 10, 2007, by and among IKM MGM, LLC, a Nevada limited liability company (?MGM JV?) and Kerzner Istithmar Las Vegas LLC, a Delaware limited liability company (?KERZNER JV?), as members and IKM MGM Management, LLC, a Nevada limited liability company (?IKM MGM Management?) and Kerzner Concepts Limited, a Bahamian company (?Kerzner Concepts Limited?), as managers of the Company.

ARTICLE 1 FORMATION

     1.1. Formation. The Company has been formed pursuant to Chapter 86 of the NRS (the ?Act?) by filing of the Articles of Organization with the Secretary of State of the State of Nevada. The parties agree to promptly execute all amendments of the Articles of Organization and all other documents that are needed to enable the Members to accomplish all filing, recording, publishing and other acts necessary or appropriate to comply with all requirements for the formation and continuation of the Company under the Act.

     1.2. Intent. The Members intend that the Company be operated as a ?partnership? for federal and state income tax purposes. No Member may take any action inconsistent with the express intent of the parties hereto as set forth herein.

     1.3. Definitions. Appendix 1 hereof sets forth the definitions of certain terms relating to the maintenance of capital accounts and accounting rules. In addition, the following terms used in this Agreement have the meanings described below:

     ?Acceptance Notice? is defined in Section 9.6(b).

     ?Access License? means a license or other agreement among Circus Circus and the MGM Property Owners granting the MGM Property Owners the right to use the ?ACCESS LICENSE AREA? indicated on Schedule 1.3(a). The MGM Property Owners? rights to use the ?ACCESS LICENSE AREA? shall be subject to reasonable restrictions as determined by Circus Circus, and the Access License shall be terminable on thirty (30) days written notice by Circus Circus.

     ?Act? means the Limited Liability Company Act of the State of Nevada.

     ?Adjusted Additional Percentage Interest? is defined in Section 3.4(b)(ii).

     ?Affiliate? means, with respect to the subject Person (a) any Person directly or indirectly controlling, controlled by or under common control with the subject Person and (b) any officer, director, general partner, manager, member or trustee of either such Person. For purposes of this Agreement, the terms ?controlling,? controlled by,? or ?under common control with? shall

mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, or the power to elect the majority of the directors, managers, general partners, or Persons exercising similar authority with respect to such Person or entities. For the avoidance of doubt, each of Kerzner International, Istithmar and their respective controlled Affiliates shall be deemed to be an Affiliate of Kerzner JV. Notwithstanding anything to the contrary, ?Affiliate? does not include Tracinda Corporation and its Affiliates (other than MGM MIRAGE and its Subsidiaries) or any other stockholder of MGM MIRAGE in each case in its capacity as such or any of the Kerzner Related Persons.

     ?Agreement? means this Operating Agreement, as it may be amended from time to time, including all exhibits and schedules hereto.

     ?Appraised Value? is defined in Section 7.6.

     ?Approved Budget/Plan? is defined in Section 6.1(b)(iv).

     ?Arbitrator? is defined in Section 12.5.

     ?Available Cash Flow? means the Company?s gross cash proceeds from any source, less the portion thereof used to pay or establish reserves for the Company?s ordinary and necessary expenses (including reserves maintained with respect to executive incentive compensation payments) and fees in amounts and for purposes set forth in the then Approved Budget/Plan, principal and interest payments on all Company debt (including Member Loans), capital improvements, replacements and contingencies, all as determined by the Management Committee (taking into account, to the extent applicable, amounts available to the Company from Company loan proceeds to pay off Company expenses). Available Cash Flow shall not be reduced by depreciation, amortization or other similar non-cash allowances, including amortization with respect to executive incentive compensation, and shall be increased by any reductions in reserves which, when previously established, reduced Available Cash Flow.

     ?Bankruptcy? means, with respect to a Person, the happening of any of the following:

          (a) the making by such Person of a general assignment for the benefit of creditors;

          (b) the filing by such Person of a voluntary petition in bankruptcy or the filing by such Person of a pleading in any court of record admitting in writing an inability to pay debts as they become due;

          (c) the entry of an order, judgment or decree by any court of competent jurisdiction adjudicating such Person to be bankrupt or insolvent;

          (d) the filing by such Person of a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;

          (e) the filing by such Person of an answer or other pleading admitting the material allegations of, or consenting to, or defaulting in answering, a bankruptcy petition filed against such Person in any bankruptcy proceeding;

          (f) the filing by such Person of an application or other pleading or any action otherwise seeking, consenting to or acquiescing in the appointment of a liquidating trustee, receiver or other liquidator of all or any substantial part of such Person?s properties;

          (g) the commencement against such Person of any proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation which has not been quashed or dismissed within one hundred eighty (180) days; or

          (h) the appointment, without the consent or acquiescence of such Person of a liquidating trustee, receiver or other liquidator of all or any substantial part of such Person?s properties without such appointment being vacated or stayed within ninety (90) days and, if stayed, without such appointment being vacated within ninety (90) days after the expiration of any such stay.

     ?Base Percentage Interest? is defined in Section 3.4(b)(ii).

     ?Budgets and Plans? is defined in Section 6.1(c).

     ?Business Day? means any day other than Saturday, Sunday or any other day on which commercial banks in Las Vegas, Nevada are authorized or required to close under the laws of the State of Nevada or applicable federal law.

     ?Business Plan? is defined in Section 6.1(b)(ii).

     ?Capital Contribution? means, with respect to any Member, the amount of money contributed by that Member to the Company and, if property other than money is contributed, the initial Gross Asset Value (as defined in Appendix 1) of such property, net of liabilities assumed or taken subject to by the Company.

     ?CEO? is defined in Section 6.2(a).

     ?CFO? is defined in Section 6.2(a).

     ?Chair? is defined in Section 6.3(b)(ii).

     ?Circus Circus? means Circus Circus Casinos, Inc., a Nevada corporation.

     ?Closing Date? means a date determined by the Members that is no later than five Business Days from the date on which (A) the condition set forth in Section 3.2(a)(iii)(D) and in Section 3.2(b)(ii)(F) is satisfied by the Company or validly waived by MGM JV and KERZNER JV, respectively and (B) the conditions set forth in Section 3.2(a)(iii)(A) through (C), Section 3.2(b)(ii)(A) through (E) and Section 3.2(b)(ii)(G) are satisfied by KERZNER JV and MGM JV, respectively, or validly waived by MGM JV and KERZNER JV, respectively.

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

     ?Company? means IKM JV, LLC.

     ?Confidential Information? is defined in Section 7.4(b).

     ?Default Interest Rate? means Prime Rate plus three percent (3%).

     ?Defaulting Member? means a Member that has committed an event of default as described in Section 7.5(a).

     ?Delinquent Member? is defined in Section 3.4.

     ?Determination Date? is defined in Section 7.6.

     ?Disposing Member? is defined in Section 9.6(a).

     ?Disposition Notice? is defined in Section 9.6(a).

     ?Dispute? means any claim, dispute or other matter in controversy between the Members or one or more Members and the Managers or a Management Committee member arising directly or indirectly out of or relating to this Agreement or the subject matter hereof, including one involving an alleged violation of Law, an alleged default by a Manager, a Management Committee member, or an officer (if any) of the Company, an alleged breach of this Agreement (including for non-payment of any Capital Contribution and the re-determination of the Percentage Interest of the Members pursuant to Section 3.4(b)) or alleged misconduct by a Member, whether or not during the term or after the termination of this Agreement. For the avoidance of doubt and notwithstanding anything to the contrary contained in this Agreement (i) any Major Decision proposed to be executed, taken, or performed by the Company at the direction of the Managers which has not received consent of the Management Committee and (ii) any other claim, dispute or other matter in controversy involving an issue of business judgment shall not be considered to be a Dispute and shall not be subject to the Dispute Resolution provisions of Article 12.

     ?Dispute Notice? is defined in Section 12.2.

     ?Encumbrance? means any mortgage, pledge, lien, charge, hypothecation, security interest, encumbrance, adverse right, interest or claim, license, covenant, title defect, option, right of first refusal or other restriction or limitation of any nature whatsoever .

     ?End Date? is defined in Section 10.1(g).

     ?Excess Carrying Costs? means all real estate taxes, insurance premiums, interest, and other carrying costs, in each case to the extent incurred in connection with the ownership of the Property for the period starting on February 1, 2008 and continuing through the Closing Date, in excess of any income (which income shall be deemed to include $55,000 per month, representing the fair market value of the billboards used by MGM MIRAGE pursuant to the Agreement for

Off-Premise Advertising dated July 11, 2007 between Clear Channel Outdoor and MGM MIRAGE) received by MGM MIRAGE and/or its Affiliates during such period in respect of the Property. The Excess Carrying Costs are set forth on Exhibit D attached hereto, provided that the dollar amounts appearing on Exhibit D for interest, taxes, and insurance are based on MGM MIRAGE?s best available estimates and are for illustrative purposes only. The actual Excess Carrying Costs will be calculated as follows: (x) interest will be calculated based on the blended cost of funds to MGM MIRAGE reflecting the actual interest carrying costs to MGM MIRAGE, (y) taxes will be calculated based on the actual tax expenses of the Property, and (z) liability insurance will be calculated based on MGM MIRAGE?s share of liability insurance expenses reasonably allocable to the Property which in no event shall exceed $100,000 per year.

     ?Fiscal Year? means the year in which the accounting and federal income tax records of the Company are kept, as identified in Section 8.2 hereof. The first Fiscal Year (or portion thereof) shall start on the organization date of the Company and the last Fiscal Year (or portion thereof) shall end on the termination of the Company.

     ?FF&E? means furniture, fixtures and equipment.

     ?GAAP? means United States generally accepted accounting principles, as in effect from time to time.

     ?Gaming? means to deal, operate, carry on, conduct, maintain or expose for play any game as defined in NRS ? 463.0152, 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, waiver, registration, permit 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 Resort components in which Gaming will take place.