PLEDGE AGREEMENT

Exhibit 4.3

EXECUTION VERSION

PLEDGE AGREEMENT

          This PLEDGE AGREEMENT dated as of May 19, 2009, is made by Mirage Resorts Incorporated, a Nevada corporation, as Grantor (the “ Grantor ”) and U.S. Bank National Association, as the trustee and collateral agent for the benefit of the Secured Parties (as defined below) (in such capacity, together with its successors in such capacity, “ Collateral Agent ”), with reference to the following facts:

RECITALS

          A. MGM MIRAGE, a Delaware corporation (in such capacity, the “ Issuer ”) concurrently entered into that certain Indenture dated as of May 19, 2009 (as amended, supplemented or otherwise modified from time to time, the “ Indenture ”), among Issuer, the guarantors party thereto (including the Grantor, Bellagio, LLC, a Nevada limited liability company (“ Bellagio ”) and The Mirage Casino-Hotel, a Nevada corporation (“ TMCH ”)) and the Collateral Agent, pursuant to which Issuer issued those certain 10.375 % senior secured notes due 2014 and those certain 11.125 % senior secured notes due 2017 (collectively, the “ Notes ”).

          B. The holders of the Notes (collectively, the “ Noteholders ”) are willing to purchase the Notes for the purposes of, among other things, providing Issuer and its subsidiaries funds to repay existing indebtedness and provide working capital.

          C. The Grantor will derive substantial benefit from the purchase of the Notes by the Noteholders.

          D. As a condition precedent to purchasing the Notes, the Noteholders require that the Grantor enter into this Agreement and grant the Security Interest to Collateral Agent as herein provided as security for Issuer’s obligations under the Indenture.

          E. Pursuant to the 13% Secured Notes Indenture, the holders of the 13% Secured Notes issued under the 13% Secured Notes Indenture (the “ 13% Secured Notes Secured Parties ”) purchased the 13% Secured Notes of the Issuer upon the terms and subject to the conditions set forth therein.

          F. The 13% Secured Notes Indenture restricts the ability of the Grantor to grant a security interest in the Pledged Collateral to secure the Notes Obligations, unless the Grantor grant an equal and ratable security interest in the Pledged Collateral to secure the Obligations under the 13% Secured Notes and 13% Secured Notes Indenture (the “ 13% Secured Notes Obligations ”).

AGREEMENT

          NOW, THEREFORE, for other good and valuable consideration, the receipt and adequacy of which hereby are acknowledged, the Grantor represents, warrants, covenants, agrees, assigns and grants as follows:

          1. Definitions . This Agreement is the “Pledge Agreement” referred to in the Indenture. Terms defined in the Indenture and not otherwise defined in this Agreement shall have the meanings given those terms in the Indenture as though set forth herein in full. Terms defined in the Nevada Uniform Commercial Code and not otherwise defined in this Agreement or in the Indenture shall have the meanings defined for those terms in the Nevada Uniform Commercial Code. The following terms shall have the meanings respectively set forth after each:

          “ 13% Secured Notes Obligations ” shall have the meaning assigned to such term in Recital F .

          “ 13% Secured Notes Secured Parties ” shall have the meaning assigned to such term in Recital E .

          “ Agreement ” means this Pledge Agreement, and any extensions, modifications, renewals, restatements, supplements or amendments hereof, including, without limitation, any documents or agreements by which additional Grantors become party hereto.

          “ Bellagio ” shall have the meaning assigned to such term in Recital A.

          “ Certificates ” means all certificates, instruments or other documents now or hereafter representing or evidencing any Pledged Securities.

          “ Gaming Authority ” means the Nevada Gaming Commission, the Nevada State Gaming Control Board or any similar commission or agency which has, or may at any time after the date of this Indenture have, jurisdiction over the gaming activities of the Grantor or a Restricted Subsidiary of the Grantor or any successor thereto.

          “ Gaming Laws ” means all Laws pursuant to which any Gaming Authority possesses regulatory, licensing or permit authority over gambling, gaming or casino activities conducted by Issuer and its Subsidiaries within its jurisdiction.

          “ Indenture ” shall have the meaning assigned to such term in Recital A .

          “ Issuer ” shall have the meaning assigned to such term in Recital A .

          “ Intercompany Notes ” means, collectively, any intercompany promissory note executed by Bellagio, TMCH, any Subsidiary of Bellagio or TMCH or any Affiliate of Bellagio or TMCH evidencing any Indebtedness of such party to the Grantor and any indebtedness of any such party to the Grantor that the Grantor acquires in substitution for any of the foregoing, together with all instruments and other agreements evidencing, securing, guaranteeing or otherwise supporting such indebtedness.

          “ Interest Issuer ” means each corporation, partnership, limited liability company or limited liability partnership that issued the Pledged Securities.

          “ Law ” means, collectively, all international, foreign, United States federal and state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by

any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

          “ Note Documents ” means this Agreement, the Indenture, the Notes, the Subsidiary Guarantees, the Registration Rights Agreement, the Security Agreement, and the Trademark Security Agreement dated as of the date hereto between the grantors party thereto and the Collateral Agent, or any other document, instrument or agreement arising out of or relating to any of the foregoing, in each case as amended, supplemented or otherwise modified from time to time.

          “ Note Obligations ” means any and all present and future Obligations of any type or nature of the Grantor arising under or relating to the Indenture, the Notes, the Subsidiary Guarantees and the other Note Documents to which the Grantor is a party.

          “ Noteholders ” shall have the meaning assigned to such term in Recital B .

          “ Notes ” shall have the meaning assigned to such term in Recital A.

          “ Pledged Collateral ” means (a) the Pledged Securities, and any Certificates or other written evidences representing the Pledged Securities and any interest of the Grantor in the entries on the books of any securities intermediary or financial intermediary pertaining to the Pledged Securities, (b) any and all existing and future Intercompany Notes, (c) the by-laws, partnership or operating agreement(s) and other charter documents of each Interest Issuer, in each case as amended from time to time (each, a “ Governing Agreement ”), (d) any and all rights, powers, remedies and privileges of the Grantor as a general or limited partner or member of the Interest Issuer, including all rights under the Governing Agreement and applicable Law (i) to receive its share of profits, income, capital distributions and surplus from each Interest Issuer, whether in the form of cash, properties or other assets, and whether upon a sale or refinancing of any of the Interest Issuer’s assets, in the ordinary course of business, upon dissolution and liquidation or otherwise, and (ii) to vote the Pledged Securities or manage the Interest Issuer, and (e) any and all proceeds and products of any of the foregoing, whether now held and existing or hereafter acquired or arising, including any and all cash, securities, instruments and other property from time to time paid, payable or otherwise distributed in respect of or in exchange for any or all of the foregoing (collectively, the “ Proceeds ”).

          “ Pledged Securities ” means (a) the equity, partnership, limited liability company or limited liability partnership interests described in Schedule 1 (the “ Pledged Interests ”), (b) any and all securities, security entitlements and, equity, limited liability company, partnership, limited liability partnership or other interests issued by an Interest Issuer or any successor to any such issuer, in each case that the Grantor acquires or has the right to acquire from time to time in any manner in substitution for or in addition to any of the foregoing and any and all certificates, instruments or other documents representing or evidencing such securities or interests and (c) any and all warrants, options or other rights to subscribe to or acquire any of the Pledged Interests or any of the foregoing.

          “ Secured Obligations ” means (i) the Note Obligations and (ii) the 13% Secured Notes Obligations.

          “ Secured Parties ” means, collectively, Collateral Agent, the Trustee, the Noteholders, the 13% Secured Notes Secured Parties and the trustee under the 13% Secured Notes Indenture.

          “ TMCH ” shall have the meaning assigned to such term in Recital A.

          2. Representations and Warranties . The Grantor represents and warrants to Collateral Agent as follows:

     (a) The Grantor has good and marketable title to the Pledged Collateral in which the Grantor is purporting to grant a security interest to Collateral Agent, and the Pledged Collateral is not subject to any Lien;

     (b) Subject to applicable Gaming Laws, the Grantor has the right and power to pledge the Pledged Collateral owned by the Grantor to Collateral Agent without the consent, approval or authorization of, or notice to, any Person (other than such consents, approvals, authorization or notices which have been obtained or given prior to the date hereof) and upon the receipt of approval of the Nevada Gaming Commission of the pledge described herein, such pledge will constitute the valid, binding and enforceable obligation of the Grantor, enforceable against the Grantor in accordance with the terms hereof and the other Note Documents, except as enforcement may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights or by equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion;

     (c) Upon delivery to the Collateral Agent of the Certificates evidencing the Pledged Interests, Collateral Agent will have a valid and first priority perfected security interest in the Pledged Collateral securing the Secured Obligations for the benefit of Collateral Agent on behalf of the Secured Parties;

     (d) All member or other equity interests that constitute a portion of the Pledged Collateral are duly authorized, validly issued in accordance with all applicable laws, fully paid and non-assessable, and represent one hundred percent (100%) of the issued and outstanding shares of member or other equity interest of Bellagio, LLC and The Mirage Casino-Hotel. There are no outstanding options, warrants, convertible securities or other rights, contingent or absolute, to acquire any member or other equity interest of any Interest Issuer, except as set forth in Schedule 1 .

          3.  Creation of Security Interest .

               3.1 Pledge of Pledged Collateral . To secure the payment and performance of the Secured Obligations of the Grantor as and when due, effective upon receipt of the approval of the Nevada Gaming Commission, the Grantor hereby conveys, pledges, assigns and transfers to the Collateral Agent, and grants to the Collateral Agent, as agent and representative for the benefit of the Secured Parties, a security interest (the “ Security Interest ”) in, all right, title, claim and interest of the Grantor in and to the Pledged Collateral. Subject to Section 3.3 of this Agreement, the Security Interest created by this Section 3.1 shall continue in effect so long as any Note Obligation is owed to Collateral Agent or any of the Notes remain outstanding.

Upon receipt of the approval of the Nevada Gaming Commission, the Secured Obligations will be secured by a valid and enforceable Security Interest in the Pledged Interests, and upon the delivery to Collateral Agent or its agent of Certificates representing the Pledged Interests, the Security Interest and the related Lien will be perfected and superior to and prior to the Liens of all third persons.

               3.2 Delivery of Certain Pledged Collateral . Subject to compliance with applicable Gaming Laws, Grantor shall cause to be delivered to Collateral Agent or its agent for the benefit of the Secured Parties (a) the Certificates evidencing the Pledged Interests, (b) the Intercompany Notes listed on Schedule 2 hereto and (c) any other certificates, instruments or other agreements now or hereafter representing or evidencing any of the Pledged Collateral. To the extent required by applicable Gaming Laws, all such Certificates shall be held in the State of Nevada at a location approved by the Nevada State Gaming Control Board and shall be made available for inspection by agents or employees of the Nevada State Gaming Control Board immediately upon request during normal business hours. All Certificates at any time delivered to Collateral Agent for the benefit of the Secured Parties shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed and undated instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agent. Collateral Agent or its agent shall hold all Certificates and the Intercompany Notes pledged hereunder pursuant to this Agreement unless and until released in accordance with Section 3.3 of this Agreement.

               3.3 Release of Pledged Collateral . The Security Interest shall be released upon the terms and conditions of Sections 11.04 and 11.05 of the Indenture. Any release of the Pledged Collateral shall comply with Section 11.08 of the Indenture. Collateral Agent, at the expense of Grantor, promptly shall redeliver all Certificates and Intercompany Notes and shall execute and deliver to Grantor all documents requested by Grantor that are reasonably necessary to release Pledged Collateral of record whenever Grantor shall be entitled to the release thereof in accordance with this Section 3.3 . The Security Interest shall be released with respect to the 13% Secured Notes Secured Parties in the event the 13% Secured Notes Obligations are no longer required to be secured hereby as a result of the release of the Lien on the Pledged Collateral under the 13% Secured Notes Indenture.

          4.  Further Assurances .

               4.1 Subject to compliance with applicable Gaming Laws, the Grantor agrees that at any time, and from time to time, at its own expense the Grantor will promptly execute, deliver and file (or authorize Collateral Agent to file) or record all further financing statements, instruments and documents, and will take all further actions, including, without limitation, causing the issuers of, or obligors on, any of the Pledged Collateral to so execute, deliver, file or take other actions, that may be necessary or desirable, or that Collateral Agent reasonably may request, in order to perfect and protect any pledge or security interest granted hereby or to enable Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral and to preserve, protect and maintain the Pledged Collateral and the value thereof, including, without limitation, payment of all taxes, assessments and other charges imposed on or relating to the Pledged Collateral other than claims being contested in good faith by appropriate proceedings diligently conducted. Subject to compliance with applicable Gaming

Laws, Grantor hereby (a) irrevocably directs the issuers of or obligors on any such Pledged Collateral, or each securities intermediary, registrar, transfer agent or trustee for any such Pledged Collateral, to accept the provisions of this Agreement as conclusive evidence of the right of Collateral Agent to effect any transfer or exercise any right hereunder or with respect to any such Pledged Collateral, notwithstanding any other notice or direction to the contrary heretofore or hereafter given by the Grantor or any other Person to any of such parties; and (b) covenants and agrees to transfer or reinvest any such Pledged Collateral, promptly upon Collateral Agent’s written request, in such manner as may be deemed necessary or desirable by Collateral Agent to create and perfect, and to continue and preserve, a security interest in such Pledged Collateral in favor of Collateral Agent, or the priority, control and exclusivity thereof, free of all other Liens and claims except as may be permitted by the terms hereof or of the Indenture.

               4.2 The Grantor agrees to use commercially reasonable efforts to obtain all approvals of the Nevada Gaming Commission or any other Gaming Authority that are required by law for or in connection with any action or transaction contemplated by this Agreement or by Article 8 or Article 9 of the Uniform Commercial Code as in effect in the State of Nevada and, at Collateral Agent’s written request after and during the continuance of an Event of Default, to prepare, sign and file with the appropriate Gaming Authority the transferor’s portion of any application or applications for consent to the transfer of control thereof necessary or appropriate under applicable Gaming Laws for approval of any sale or transfer of the Pledged Collateral pursuant to the exercise of Collateral Agent’s remedies hereunder and under the Note Documents.

          5. Voting Rights; Dividends; etc . So long as no Event of Default shall have occurred and be continuing, and until Collateral Agent suspends such rights, Grantor will be entitled to receive the benefit of all distributions and other Proceeds made upon or with respect to the Collateral by them and to exercise any voting and other consensual rights pertaining to the Collateral pledged by them; provided , however , that any and all such distributions and other Proceeds received in the form of capital stock (or other equity interest) shall be, and the Certificates representing such capital stock (or other equity interest) forthwith shall be delivered subject to compliance with Gaming Laws to Collateral Agent or its agent to hold as Pledged Collateral and shall, if received by the Grantor, be received in trust for the benefit of the Secured Parties, be segregated from the other property of the Grantor, and forthwith be delivered to Collateral Agent or its agent for the benefit of the Secured Parties as Pledged Collateral in the same form as so received (with any necessary endorsements) in suitable form for transfer by delivery or accompanied by executed and undated instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agent.

          Upon the occurrence and during the continuance of an Event of Default, at the election of Collateral Agent or the Noteholders holding a majority in aggregate principal amount of the Outstanding Notes pursuant to Section 6.12 of the Indenture to suspend such rights:

     (a) Voting Rights . Upon the receipt of all required approvals from any applicable Gaming Authority, all rights of Grantor to exercise such voting or other consensual rights shall cease, and all such rights shall become vested in the Collateral Agent which, to the extent permitted by law, will have the sole right to exercise such rights.

     (b) Interest and Distribution Rights . All rights of Grantor to receive all distributions and other Proceeds made upon or with respect to the Collateral will cease, and upon the receipt of all required approvals from any applicable Gaming Authority, such cash dividends, interest and other payments will be paid to Collateral Agent.

          6.  Rights During Event of Default . When an Event of Default has occurred and is continuing, subject to receipt of all required approvals from any applicable Gaming Authority:

               6.1 Proceeds Held in Trust . All distributions and other Proceeds which are received by the Grantor contrary to the provisions of this Agreement shall be received in trust for the benefit of the Secured Parties, shall be segregated from other funds of the Grantor, and forthwith shall be paid over to Collateral Agent for the account of Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsements).

               6.2 Irrevocable Proxy . The Grantor hereby revokes all previous proxies with regard to the Pledged Securities and, to the extent allowable under applicable Gaming Laws, appoints Collateral Agent for the benefit of the Secured Parties as its proxyholder to attend and vote at any and all meetings of the members (or other equity holders, as applicable) of the limited liability companies (or other entities, as applicable) which issued the Pledged Securities, and any adjournments thereof, held on or after the date of the giving of this proxy and prior to the termination of this proxy and to execute any and all written consents of members (or other equity holders, as applicable) of such limited liability companies (or other entities, as applicable) executed on or after the date of the giving of this proxy and prior to the termination of this proxy, with the same effect as if the Grantor had personally attended the meetings or had personally voted its interests (or other equity interests, as applicable) or had personally signed the written consents; provided , however , that the proxyholder shall have rights hereunder only upon the occurrence and during the continuance of an Event of Default under the Indenture and subject to compliance with Gaming Laws. The Grantor hereby authorizes Collateral Agent to, subject to compliance with Gaming Laws, substitute another Person as the proxyholder and, upon the occurrence or during the continuance of any Event of Default, hereby authorizes and directs the proxyholder to file this proxy and the substitution instrument with the secretary or other appropriate officer of the appropriate limited liability company or other entity as applicable. This proxy is coupled with an interest and is irrevocable until such time as the Security Interest is released pursuant to Section 3.3 .

          7.  Transfers and Other Liens . The Grantor agrees that, except as permitted under the Note Documents, it will not (i) sell, assign, exchange, transfer or otherwise dispose of, or contract to sell, assign, exchange, transfer or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral, (ii) create or permit to exist any Lien upon or with respect to any of the Pledged Collateral, except for Permitted Liens and other encumbrances permitted pursuant to the Indenture, or (iii) take any action with respect to the Pledged Collateral which is inconsistent with the provisions or purposes of this Agreement or any other Note Document.

          8.  Collateral Agent Appointed Attorney-in-Fact . The Grantor hereby irrevocably appoints Collateral Agent for the benefit of the Secured Parties as the Grantor’s attorney-

in-fact for the following purposes: (a) to do all acts and things and to execute all documents which Collateral Agent may deem necessary or advisable to perfect and continue perfected the Security Interest created by this Agreement, and, upon the occurrence and during the continuance of an Event of Default, to preserve, process, develop, maintain and protect the Pledged Collateral; (b) upon the occurrence and during the continuance of an Event of Default, to do any and every act which the Grantor is obligated to do under this Agreement; (c) to prepare, sign, file and record, in the Grantor’s name, any financing statement covering the Pledged Collateral; and (d) to endorse and transfer the Pledged Collateral upon foreclosure by Collateral Agent; provided , however , that Collateral Agent shall be under no obligation whatsoever to take any of the foregoing actions, and, absent bad faith or actual malice, Collateral Agent shall have no liability or responsibility for any act taken or omission with respect thereto. The foregoing power of attorney is coupled with an interest and is irrevocable. The Grantor hereby agrees to repay promptly upon demand all reasonable costs and expenses incurred or expended by Collateral Agent in exercising any right or taking any action under this Agreement.

          9.  Collateral Agent May Perform Obligations . If the Grantor fails to perform any Obligation contained herein, Collateral Agent for the benefit of the Secured Parties may, but without any obligation to do so and without further notice to or demand upon Grantor, perform the same and take such other action as