FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.1

MGM MIRAGE

6.625% Notes due 2015

FIRST SUPPLEMENTAL INDENTURE

Dated as of September 9, 2005

U.S. BANK NATIONAL ASSOCIATION,

Trustee

TABLE OF CONTENTS

     FIRST SUPPLEMENTAL INDENTURE dated as of September 9, 2005 (this “ Supplemental Indenture ”), among MGM MIRAGE, a Delaware corporation (the “ Company ”), the Subsidiary Guarantors party hereto, and U.S. BANK NATIONAL ASSOCIATION (the “ Trustee ”), having its Corporate Trust Office at 60 Livingston Avenue, St. Paul, MN 55107-1419.

     WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have entered into an Indenture dated as of June 20, 2005 (the “ Indenture ”), providing for the initial issuance of $500,000,000 aggregate principal amount of the Company’s 6.625% Senior Notes due 2015 (the “ Initial 6.625% Notes ”);

     WHEREAS, the Company desires and has requested that the Trustee join it in the execution and delivery of this Supplemental Indenture in order to establish and provide for the issuance by the Company of an additional $375,000,000 aggregate principal amount of 6.625% Notes due 2015 (the “ Additional 6.625% Notes ”);

     WHEREAS, Section 2.14 of the Indenture provides for the issuance of Additional Notes and Section 9.01(m) of the Indenture permits supplementing the Indenture to establish a series of Additional Notes without the consent of any Holders;

     WHEREAS, the Additional 6.625% Notes shall constitute Additional Notes pursuant to the Indenture;

     WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this Supplemental Indenture have been complied with; and

     WHEREAS, all things necessary to make this Supplemental Indenture a valid supplement to the Indenture pursuant to its terms and the terms of the Indenture have been done.

     NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I
GENERAL TERMS AND CONDITIONS OF THE ADDITIONAL 6.625% NOTES

      SECTION 1.01. DESIGNATION OF NOTES.

     The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Additional 6.625% Notes and shall not apply to any other Notes that have been or may be issued under the Indenture unless a supplemental indenture with respect to such other Notes specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby designated an additional $375,000,000 aggregate principal amount of the series of Notes under the Indenture entitled “6.625% Notes due 2015.” The Additional 6.625% Notes shall be evidenced by one or more Global Notes in the form of Exhibit A hereto. The Additional 6.625% Notes shall have the same terms, including without limitation, the same maturity date, interest rate, redemption and other provisions and interest payment dates as the Initial 6.625% Notes, and will be part of the same series as the Initial 6.625% Notes. For all purposes under the Indenture, the term “Notes” shall include the Initial 6.625% Notes and the Additional 6.625% Notes.

      SECTION 1.02. OTHER TERMS OF THE NOTES.

     (a)  General . Without limiting the foregoing provisions of this Article I, the terms of the Additional 6.625% Notes shall be as set forth in the form of Notes set forth in Exhibit A hereto and as provided in the Indenture, as supplemented by this Supplemental Indenture.

     (b)  Issue Price and Date; First Interest Payment. The Additional 6.625% Notes shall be issued on September 9, 2005 at an issue price of 101.375% plus interest accrued from June 20, 2005. The amount of interest payable on the first interest payment date applicable to the Additional 6.625% Notes is $37.73 per $1,000 principal amount of Additional 6.625% Notes.

     (c)  Restricted Notes. The Global Notes evidencing the Additional 6.625% Notes shall initially bear the Private Placement Legend and shall be sold by the Initial Purchasers in reliance on Rule 903 of Regulation S or Rule 144A.

     (d)  CUSIP. The CUSIP numbers for the Additional 6.625% Notes sold by the Initial Purchasers in reliance on Rule 903 of Regulation S and Rule 144A shall be U5928TAE1 and 552953AT8, respectively.

      SECTION 1.03 DEFINITIONS.

     (a) Capitalized terms used herein but not otherwise defined shall have the respective meanings assigned thereto in the Indenture.

     (b) Solely for the purpose of this Supplemental Indenture and the Additional 6.625% Notes, the following definitions set forth in Section 1.01 of the Indenture are hereby amended in their entirety as follows:

      “Initial Purchasers” means Banc of America Securities LLC and those parties listed as initial purchasers in the Purchase Agreement.

      “Offering Memorandum” means the offering memorandum dated August 25, 2005 relating to the sale of $375,000,000 aggregate principal amount of Additional 6.625% Notes.

     “ Purchase Agreement ” means the Amended and Restated Purchase Agreement dated August 25, 2005 for the purchase of $375,000,000 aggregate principal amount of Additional 6.625% Notes among the Company, the Subsidiary Guarantors and the Initial Purchasers, as such agreement may be amended, modified or supplemented from time to time in accordance with the terms thereof.

ARTICLE II
ADDITIONAL ISSUANCE OF ADDITIONAL 6.625% NOTES.

     Additional 6.625% Notes in the aggregate principal amount equal to $375,000,000 may, upon execution of the Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and make available for delivery such Additional 6.625% Notes pursuant to Section 2.02 of the Indenture.

ARTICLE III
GUARANTEE

     In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Subsidiary Guarantors, jointly and severally, hereby unconditionally guarantees to the Trustee and to each Holder of an Additional 6.625% Note authenticated and delivered by the Trustee, as set forth in the Indenture (as supplemented by this Supplemental Indenture), the due and punctual payment of the principal of, premium (if any) and interest on such Note when and as the same shall become due and payable for any reason according to the terms of such Note and the Indenture (as supplemented by this Supplemental Indenture). The Subsidiary Guarantors, and any Subsidiary of the Company that becomes a Subsidiary Guarantor after the date of issuance of the Additional 6.625% Notes shall evidence their Guarantees thereof by executing a Guarantee in the form of Exhibit B hereto or a Joinder in the form of Exhibit C hereto, respectively.

ARTICLE IV
MISCELLANEOUS

      SECTION 4.01. AMENDMENT AND SUPPLEMENT.

     This Supplemental Indenture or the Additional 6.625% Notes may be amended or supplemented as provided for in the Indenture.

      SECTION 4.02. CONFLICTS.

     In the event of any conflict between this Supplemental Indenture and the Indenture, the provisions of this Supplemental Indenture shall prevail.

      SECTION 4.03. GOVERNING LAW.

     THIS SUPPLEMENTAL INDENTURE, THE ADDITIONAL 6.625% NOTES AND THE GUARANTEES THEREOF SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEVADA BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEVADA IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE ADDITIONAL 6.625% NOTES OR THE GUARANTEES THEREOF.

      SECTION 4.04. COUNTERPARTS.

     The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture.

      SECTION 4.05. RATIFICATION.

     The Indenture, as supplemented by this Supplemental Indenture, shall remain in full force and effect and is in all respects ratified and confirmed.

      SECTION 4.06. SEVERABILITY.

     In case any one or more of the provisions contained in this Supplemental Indenture or in the Additional 6.625% Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Supplemental Indenture or of such Notes.

[Signature Pages Follow]

SIGNATURES

     IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

SIGNATURE PAGE TO MGM MIRAGE SUPPLEMENTAL INDENTURE
SEPTEMBER 2005

SIGNATURE PAGE TO MGM MIRAGE SUPPLEMENTAL INDENTURE
SEPTEMBER 2005

SIGNATURE PAGE TO MGM MIRAGE SUPPLEMENTAL INDENTURE
SEPTEMBER 2005

[ The remainder of this page is intentionally left blank. Signature on the following page .]

SIGNATURE PAGE TO MGM MIRAGE SUPPLEMENTAL INDENTURE
SEPTEMBER 2005

SIGNATURE PAGE TO MGM MIRAGE SUPPLEMENTAL INDENTURE
SEPTEMBER 2005

EXHIBIT A

FORM OF GLOBAL NOTE

CUSIP No. ______________

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO MGM MIRAGE OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNED HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THE NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

     THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT’’), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A OR REGULATION S THEREUNDER. ACCORDINGLY, NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR A BENEFICIAL INTEREST HEREIN, THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(a) IN THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL “ACCREDITED INVESTOR’’ (AS DEFINED IN RULE 501(a)(1), (2), (3) or (7) OF THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED THAT THE COMPANY SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, RESALE, ASSIGNMENT, PLEDGE OR TRANSFER PURSUANT TO THIS CLAUSE (e) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION (IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY) OF COUNSEL SATISFACTORY TO THE COMPANY, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY, (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE

REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE.

MGM MIRAGE

6.625% Senior Note Due July 15, 2015

     MGM MIRAGE, a Delaware corporation (the “Company”), promises to pay to Cede & Co. or registered assigns, or its registered assigns, the principal sum of [___] in U.S. Dollars on July 15, 2015.

     Additional provisions of this Note are set forth on the other side of this Note.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Attest:

[Authentication Page to Follow]

CERTIFICATE OF AUTHENTICATION

     This is one of the Notes designated therein referred to in the within-mentioned Indenture.

[FORM OF REVERSE SIDE OF NOTE]

6.625 % Senior Note Due July 15, 2015

     MGM MIRAGE, a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at the rate per annum shown above and shall pay Additional Interest, if any, payable pursuant to the relevant Registration Rights Agreement.

     The Company shall pay interest (including Additional Interest, if any) semi-annually in arrears on January 15 and July 15 of each year commencing on January 15, 2006. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 20, 2005 with respect to this Note. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

     The Company shall pay interest (except defaulted interest but including Additional Interest, if any) on the Notes to the Persons who are registered Holders of Notes at the close of business on the January 1 or July 1 immediately preceding the interest payment date even if Notes are canceled after the record date and on or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company shall pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, all payments in respect of this Note (including principal, premium, if any, interest and Additional Interest, if any) must be made by wire transfer of immediately available funds to the accounts specified by the Holder hereof.

     Initially, U.S. BANK NATIONAL ASSOCIATION (the “Trustee” ) shall act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar without notice to the Holders. The Company or any domestically organized Subsidiary may act as Paying Agent or Registrar.

     The Company issued the Notes under an Indenture dated as of June 20, 2005, as supplemented by the First Supplemental Indenture dated as of the date of this Note (the “Indenture” ), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms de