Jeffrey Baer Stuart Clarke Thomas Fiato Donna Milrod

Exhibit 10.1

Xxxxxxx Xxxx

Xxxxxx Xxxxxx

Xxxxxx Xxxxx

Xxxxx Xxxxxx

September 08, 2010

Re: Nevada Property 1 LLC

Lady and Gentlemen:

This letter will set forth the agreement (the “Agreement”) between Deutsche Bank AG (“Deutsche Bank”) and Xxxxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxx and Xxxxx Xxxxxx (collectively, and so long as they remain Members of Nevada VoteCo LLC, the “Independent Managers”). The Independent Managers are officers of Deutsche Bank AG New York Branch, which is a branch of Deutsche Bank AG.

On August 29, 2008, Nevada Property 1 LLC, which is an indirect 100% subsidiary of Deutsche Bank, acquired ownership of the Cosmopolitan Mortgage Loan from Deutsche Bank Trust Company Americas, another Deutsche Bank subsidiary. Nevada Property 1 LLC then acquired The Cosmopolitan Resort Casino (the “Property”) at a Trustee foreclosure sale on September 3, 2008, and is the current owner of the Property. In furtherance of their responsibilities and duties as managers of Deutsche Bank, the Independent Managers have acquired all of the membership interests in Nevada VoteCo LLC (“VoteCo”) which holds 100% of the voting units of Nevada Property 1 LLC (the “Voting Units”). Deutsche Bank further understands that the Independent Managers have applied to the Nevada Gaming Commission for approval to participate in the management of the gaming operations of the Property (the “Gaming Operations”) in conjunction with the acquisition of the Voting Units.

Deutsche Bank agrees that it will not take any action to influence the Independent Managers in the exercise of their management or voting rights in respect of the Gaming Operations at the Property, and Deutsche Bank hereby authorizes the Independent Managers to exercise such rights independently of, and without consultation with, Deutsche Bank. Deutsche Bank further agrees that the terms of this Agreement shall be binding on any successor Independent Manager of Nevada VoteCo LLC.

If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this letter, whereupon this letter will constitute our agreement with respect to the subject matter hereof. This Agreement shall terminate with respect to any Independent Manager if, and at such time as, such Independent Manager is no longer a member of Nevada VoteCo LLC.

		DEUTSCHE BANK AG						INDEPENDENT MANAGERS
By:		/s/ Xxxxxx Xxxxxx				By:		/s/ Xxxxxxx Xxxx
		Member of the Management Board and Chief Financial Officer
						By:		/s/ Xxxxxx Xxxxxx
By:		/s/ Xxxxxxxx Xxxxxxxx
		Head of Group Strategy and Planning
						By:		/s/ Xxx Xxxxx
						By:		/s/ Xxxxx Xxxxxx