AMENDMENT NO. 1 TO AMENDED AND RESTATED JOINT VENTURE AGREEMENT

EXHIBIT 10.4(5)

AMENDMENT NO. 1 TO
AMENDED AND RESTATED JOINT VENTURE AGREEMENT

     THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED JOINT VENTURE AGREEMENT (this “ Amendment ”) is made and entered into as of April 25 , 2005, by and among Nevada Landing Partnership, an Illinois general partnership (“ Nevada Group ”), and RBG, L.P., an Illinois limited partnership (“ Illinois Group ”).

W I T N E S S E T H:

     WHEREAS, the Nevada Group and the Illinois Group are the Partners of Elgin Riverboat Resort-Riverboat Casino, an Illinois general partnership (the “ Joint Venture ”), each with a fifty (50%) percent Partnership Interest;

      WHEREAS , the Joint Venture is governed by that certain Amended and Restated Joint Venture Agreement, made and entered into as of June 25, 2002 (the “ JV Agreement ”);

     WHEREAS, the Nevada Group is an indirect wholly-owned subsidiary of Mandalay Resort Group, a Nevada corporation, which has agreed to merge with and into a wholly-owned subsidiary of MGM MIRAGE, a Delaware corporation (the “ Merger ”);

     WHEREAS, in connection with, and to facilitate the completion of the Merger, the Nevada Group desires to deposit with and J.P. Morgan Trust Company, National Association, as escrow agent (the “ Escrow Agen t”), and the Escrow Agent is willing to accept and receive into escrow, all of the Nevada Group’s Partnership Interest in the Joint Venture, effective immediately prior to the Merger (the “ Escrow ”), all as more fully described in and pursuant to the terms and conditions of a certain escrow agreement of even date herewith a copy of which is attached hereto as Annex 1 (the “ Escrow Agreement ”);

     WHEREAS, pursuant to Section 11.10 of the JV Agreement, the JV Agreement may be amended in a document duly executed by each Partner; and

     WHEREAS, the Partners desire to amend the JV Agreement to provide for, among other things, the rights and obligations of the Partners during the pendency of the Escrow.

      NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements herein contained, the parties hereto agree as follows:

     1.  Definitions . Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the JV Agreement.

     2.  Amendments to Definitions . Article I of the JV Agreement is hereby amended to replace the word “Hotel” with “Joint Venture’s assets” in the definition of “Sale” and to add the following defined terms in alphabetical order to Article I to read as follows:

          “ Amendment ” shall mean that certain Amendment No. 1 to Amended and Restated Joint Venture Agreement, entered into as of April ___, 2005.

          “ Deposits ” shall have the meaning set forth in the Escrow Agreement.

          “ Escrow Agent ” shall mean J.P. Morgan Trust Company, National Association, in its capacity as escrow agent pursuant to the Escrow Agreement, or any permitted successor thereto.

          “ Escrow Agreement ” shall mean that certain Escrow Agreement, dated as of April ___, 2005, by and between the Nevada Group and the Escrow Agent a copy of which is attached to this Agreement as Exhibit A.

          “ Escrowed Interest ” shall mean the Nevada Group’s right, title and interest in and to its Partnership Interest in the Joint Venture deposited with the Escrow Agent, including all Deposits and Permitted Investments.

          “ Independent Accountants ” shall mean Deloitte & Touche LLP, or such other national accounting firm as selected by the Nevada Group and Illinois Group.

          “ Interim Period ” shall mean the period of time beginning on the date the Escrowed Interest is deposited into escrow pursuant to the Escrow Agreement and ending on the assignment of the Escrowed Interest out of escrow pursuant to the Escrow Agreement following approval thereof by the Illinois Gaming Board or as otherwise directed by the Illinois Gaming Board.

          “ Merger ” shall mean the merger of Mandalay Resort Group, a Nevada corporation, into a wholly-owned subsidiary of MGM MIRAGE, a Delaware corporation.

          “ Permitted Investments ” shall have the meaning set forth in the Escrow Agreement.

          “ Subject Interest ” shall mean the Partnership Interest of the Nevada Group, including the Escrowed Interest.

          “ Subject Transactions ” shall mean the Merger, the deposit of the Escrowed Interest into escrow pursuant to the Escrow Agreement and/or any of the transactions associated therewith or contemplated thereby; provided, however, that the term Subject Transactions shall not include actions by the Managing Joint Venture Partner in connection with the operation of the Joint Venture’s business or the provisions in this Agreement relating to the Preferred Distribution.

          “ Tax Loss ” shall mean the amount as determined by the Independent Accountants calculated as the difference between:

          (x) the sum of (1) the increased amount of state and federal income taxes owed by a Tax Termination Indemnitee (as defined in Section 9.4 of

the Agreement, as amended by this Amendment) as a result of a final determination, after all available appeals have been exhausted) that a sale or other transfer of a Partnership Interest has caused a tax termination of the Joint Venture for federal income tax purposes pursuant to Section 708(b) of the Code (including interest and penalties assessed) using such Tax Termination Indemnitee’s marginal income tax rates applicable to the income resulting from the adjusted allocation from the Joint Venture and the payment of the Tax Loss; and (2) the amount of increased state and federal income tax owed by such Tax Termination Indemnitee with respect to taxable years after the taxable years at issue in the final determination described above using the same marginal income tax rates used for clause (1) of this definition discounted to the date of payment of the Tax Loss at a rate equal to six percent (6%); and

          (y) the amount of decreased state and federal income taxes owed by such Tax Termination Indemnitee with respect to taxable years after the taxable years at issue in the final determination described above using the same marginal income tax rates used for clause (1) of this definition discounted to the date of payment at a rate equal to six percent (6%).

     3.  Amendment related to Escrow . Article XI of the JV Agreement is hereby amended to add a new Section 11.14 to Article XI to read as follows:

           “11.14 Escrow-Related Matters. During the Interim Period and notwithstanding anything in this Agreement to the contrary, neither the Nevada Group nor the Escrow Agent shall be deemed to have any power or authority of a Partner hereunder and the Escrow Agent shall not be a substitute Partner; provided that (i) in accordance with the terms and conditions of the Escrow Agreement and applicable law, the Escrow Agent shall be entitled to receive and hold in escrow the Nevada Group’s share of the profits and the Nevada Group shall bear its share of losses as a Partner and (ii) the Nevada Group and, the Escrow Agent to the extent of the Deposits and Permitted Investments, shall be liable for 50% of the liabilities of the Joint Venture. In furtherance and not in limitation of the forgoing, the following provisions shall apply during the pendency of the Interim Period:

          (a) The Nevada Group hereby irrevocably authorizes and directs the Joint Venture to deposit with the Escrow Agent all cash and/or other distributions with respect to the Nevada Group’s Partnership Interest.

          (b) Neither the Nevada Group nor the Escrow Agent shall have any right to designate or elect any member of the Committee.

          (c) The members of the Committee appointed by the Nevada Group who serve on the Committee immediately prior to the commencement of the Interim Period are hereby removed from such positions by the Nevada Group

effective on the date hereof and the three (3) positions on the Committee to which the Nevada Group is entitled to appoint members shall remain vacant during the Interim Period. Any action taken by the remaining members of the Committee in conformity with this Agreement and applicable law shall be fully binding on all Partners (including, for this purpose, the Nevada Group and the Escrow Agent).

          (d) Any action that may be taken by a Partner pursuant to the terms of this Agreement may only be taken by the Managing Joint Venture Partner in conformity with this Agreement and applicable law; provided , that, unless required by the Illinois Gaming Board or the staff of the Illinois Gaming Board, the Managing Joint Venture Partner shall not have the authority to:

          (i) sell all or substantially all of the assets of the Joint Venture;

          (ii) re-brand the Joint Venture assets; or

          (iii) make calls for additional capital contributions to fund expenditures which are not in the ordinary course of business and which are not required for the operation of the Joint Venture assets as they are presently operated or proposed to be operated (as of the date hereof); provided , that the foregoing provisions of this sub-clause (iii) shall not limit the ability of the Managing Joint Venture Partner to make calls for additional capital contributions to the extent such additional capital contributions are: (A) reasonably necessary in the event of an emergency for the continued operation of the Joint Venture and its assets as they are operated immediately prior to the event giving rise to the emergency (but taking into account the nature and impact of the emergency); (B) consistent with past practice of the Nevada Group (in its capacity as Managing Joint Venture Partner); (C) reasonably necessary to maintain the competitive position of the Joint Venture and its assets so long as such expenditures are not of such disproportionate size or nature as to unreasonably change the nature of the Joint Venture and/or its assets; (D) used to fund the acquisition of additional gaming positions to the extent allowed by Illinois law, together with any additional expenditures reasonably necessary to support such additional gaming positions; (E) required by the Illinois Gaming Board in connection with re-licensing or otherwise; or (F) consistent with the most recent capital expenditure budget approved by the Committee.

          (e) Except as provided by the terms and provisions of the Escrow Agreement or as contemplated in this Agreement, the Nevada Group will

not, and will not cause the Escrow Agent to, sell, transfer, convey or assign or attempt to sell, transfer, convey or assign the Subject Interest.

          (f) The Escrow Agent, to the extent of the Deposits and the Permitted Investments, shall advance to the Joint Venture the Nevada Group’s pro rata share of any required additional capital contributions pursuant to Section 4.2 of this Agreement; provided , that the Nevada Group or its Affiliates shall be allowed to fund such capital calls to the extent that the Nevada Group or its Affiliates are permitted to do so by applicable law and the Illinois Gaming Board. Any amounts funded pursuant to this Section 11.4(f) shall be credited to the Nevada Group