AMENDMENT NO. 2 AND WAIVER

Exhibit 10

AMENDMENT NO. 2 AND WAIVER

     This AMENDMENT NO. 2 AND WAIVER, dated as of March 16, 2009 (this “ Amendment ”), to the Loan Agreement (as defined below), among MGM MIRAGE, a Delaware corporation (“ Borrower ”), MGM Grand Detroit, LLC, a Delaware limited liability company (“ Detroit ”), the Lenders and Bank of America, N.A., as administrative agent for the lenders (the “ Administrative Agent ”).

W I T N E S S E T H :

     WHEREAS, Borrower, Detroit, as initial Co-Borrower, the Lenders named in the signature pages thereto, Banc of America Securities LLC and The Royal Bank of Scotland PLC, as Joint Lead Arrangers, Banc of America Securities LLC, The Royal Bank of Scotland PLC, J.P. Morgan Securities Inc., Citibank North America, Inc. and Deutsche Bank Securities, Inc., as Joint Book Managers, The Royal Bank of Scotland PLC, as Syndication Agent, Barclays Bank PLC, BNP Paribas, Citigroup USA Inc., Commerzbank AG, Deutsche Bank Trust Company Americas, JPMorgan Chase Bank, N.A., Sumitomo Mitsui Banking Corporation, UBS Securities LLC and Wachovia Bank, National Association, as Co-Documentation Agents, Bank of Scotland, Merrill Lynch Bank USA and Morgan Stanley Bank, as Senior Managing Agents, Societe Generale and U.S. Bank National Association, as Managing Agents, and the Administrative Agent are parties to the Fifth Amended and Restated Loan Agreement, dated as of October 3, 2006 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “ Loan Agreement ”);

     WHEREAS, Borrower, Detroit and the Administrative Agent, on behalf of the Lenders, are parties to that certain Amendment No. 1 to the Loan Agreement, dated as of September 30, 2008;

     WHEREAS, Borrower has informed the Administrative Agent that it expects to receive, on or about March 17, 2009 and in connection with its Form 10-K for the fiscal year ended December 31, 2008, a report from Borrower’s public accounting firm on Borrower’s consolidated financial statements for the year ended December 31, 2008, containing an explanatory paragraph with respect to Borrower’s ability to continue as a going concern (the “ Specified Report ”). In such event, the Administrative Agent and the Requisite Lenders are likely to assert that delivery of such Specified Report will be in breach of Section 7.1(c) of the Loan Agreement (the “ Specified Alleged Breach ”);

     WHEREAS, Borrower believes that the Specified Report is in compliance with the requirements set forth in Section 7.1(c) of the Loan Agreement and disputes any assertion by any Lender that the Specified Alleged Breach (i) constitutes a breach of any covenant set forth in the Loan Agreement, including, without limitation, Section 7.1(c) thereof or (ii) is a Default or Event of Default under the Loan Agreement; and

     WHEREAS, the Lenders that have consented to this Amendment constitute the Requisite Lenders under the Loan Agreement;

     NOW, THEREFORE, the parties hereto hereby covenant and agree as follows:

ARTICLE I
DEFINITIONS

     SECTION 1.1. Certain Definitions . The following terms when used in this Amendment shall have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof):

     “ Administrative Agent ” is defined in the preamble.

     “ Amendment ” is defined in the preamble.

     “ Borrower ” is defined in the preamble.

     “ Detroit ” is defined in the preamble.

     “ Loan Agreement ” is defined in the first recital.

     “ Second Amendment Effective Date ” is defined in Article IV .

     “ Specified Alleged Breach ” is defined in the third recital.

     SECTION 1.2. Other Definitions . Capitalized terms for which meanings are provided in the Loan Agreement (as amended hereby) are, unless otherwise defined herein, used in this Amendment with such meanings.

ARTICLE II
AMENDMENTS TO LOAN AGREEMENT

     Upon the occurrence of the Second Amendment Effective Date, the provisions of the Loan Agreement referred to below are hereby amended in accordance with this Article II .

     SECTION 2.1. Section 1.1 of the Loan Agreement is hereby amended by inserting the following definitions in the appropriate alphabetical order:

     “‘ CityCenter Credit Agreement ’ means that certain Credit Agreement, dated as of October 3, 2008, among CityCenter Holdings, as the Borrower, the Lenders from time to time party thereto, The Royal Bank of Scotland PLC and UBS Securities LLC, as Co-Syndication Agents, BNP Paribas and Sumitomo Mitsui Banking Corporation, as Co-Documentation Agents and Bank of America, N.A. as Administrative Agent, as amended, supplemented, amended and restated or otherwise modified from time to time.”

     “‘ CityCenter Holdings ’ means CityCenter Holdings, LLC, a Delaware limited liability company.”

     “‘ Equity Interests ’ means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities

convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.”

     “‘ FTI ’ means FTI Consulting, Inc., in its capacity as financial advisor and consultant to Mayer Brown.”

     “‘ Loan Parties ’ means Borrower, Detroit and each Guarantor.”

     “‘ Mayer Brown ’ means Mayer Brown, LLP, in its capacity as counsel to the Administrative Agent.”

     “‘ Restricted Payment ’ means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.”

     “‘ Second Amendment ’ means that certain Amendment No. 2 and Waiver to this Agreement, dated as of March 16, 2009, among the Borrower, Detroit, the Lenders and the Administrative Agent.”

     “‘ Second Amendment Effective Date ’ has the meaning specified in Article IV of the Second Amendment.”

     SECTION 2.2. The following definitions set forth in Section 1.1 of the Loan Agreement are hereby amended and restated in their entirety as follows:

     “‘ Applicable Rates ’ means, as of any date of determination, the following percentages per annum, based upon the Pricing Level on that date:

     “‘ Disposition ’ or ‘ Dispose ’ means the sale, transfer or other disposition, in one transaction or any series of related transactions, of any asset.”

     “‘ Investment ’ means, when used in connection with any Person, any investment by or of that Person, whether by means of (a) purchase or other acquisition of stock or other securities of any other Person, (b) a loan, advance creating a debt, capital contribution, guaranty or other debt or equity participation or interest in any other Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit, in each case including any partnership and joint venture interests of such Person. The amount of any Investment shall be the amount actually invested (minus any return of capital with respect to such Investment which has actually been received in Cash or Cash Equivalents or has been converted into Cash or Cash Equivalents), without adjustment for subsequent increases or decreases in the value of such Investment.”

     “‘ LIBOR ’ means, for any Interest Period with respect to a LIBOR Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then “ LIBOR ” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the LIBOR Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period; provided , that LIBOR shall in no event be less than 2.00% per annum at any time.”

     SECTION 2.3. The definition of the term “Base Rate” in Section 1.1 of the Loan Agreement is hereby amended by adding the following proviso to the end of the first sentence thereof:

     “; provided, that the Base Rate shall in no event be less than 4.00% per annum at any time.”

     SECTION 2.4. The first sentence of Section 2.12(b) of the Loan Agreement is hereby amended by inserting the phrase “the prior approval of the Requisite Lenders and” before the words “the receipt by the Administrative Agent” in the second line thereof.

     SECTION 2.5. Section 5.5 of the Loan Agreement is hereby amended by replacing the references therein to “the Administrative Agent or any Lender” with “the Administrative Agent, any Lender, FTI or any other advisor of the Administrative Agent or any Lender”.

     SECTION 2.6. Article 6 of the Loan Agreement is hereby amended as follows:

     SECTION 2.6.1. Section 6.1 of the Loan Agreement is hereby amended and restated in its entirety as follows:

     “6.1 Mergers and Other Fundamental Changes . Merge, dissolve, liquidate, or consolidate with or into another Person, except that, subject to Section 6.2 and so long as no Default exists or would result therefrom:

     (a) any Restricted Subsidiary may merge with (i) Borrower, provided that Borrower shall be the continuing or surviving Person, or (ii) any one or more other Restricted Subsidiaries; and

     (b) mergers and consolidations between Restricted Subsidiaries solely to effect a mere change in the state or form of organization of Borrower or any Restricted Subsidiary;

     SECTION 2.6.2. Section 6.4(i) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

     “(i) Liens not otherwise permitted by the foregoing clauses of this Section encumbering assets of Borrower and its Restricted Subsidiaries having an aggregate fair market value, as of the date of the incurrence of such Liens, which is not in excess of 5% of Consolidated Net Tangible Assets determined as of the then most recently ended Fiscal Quarter; provided , however , that after the Second Amendment Effective Date, no new Liens not otherwise permitted by the foregoing clauses of this Section encumbering assets of the Borrower and its Subsidiaries shall be granted to secure Indebtedness for borrowed money, Capital Lease Obligations in an aggregate amount exceeding $5,000,000, Swap Contracts, letters of credit or Guaranties of any such Indebtedness.”

     SECTION 2.6.3. Section 6.7 of the Loan Agreement is hereby deleted in its entirety.

     SECTION 2.6.4. The following Sections 6.7, 6.8, 6.9, 6.10, 6.11, 6.12 and 6.13 are hereby added to the Loan Agreement in the appropriate numerical order:

     “6.7 Indebtedness . Create, incur, assume or suffer to exist any Indebtedness, except:

     (a) obligations (contingent or otherwise) existing or arising under any Swap Agreement, provided that (i) such obligations are (or were) entered into by

such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and (ii) such Swap Agreement does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

     (b) Indebtedness of Borrower or a Restricted Subsidiary owed to Borrower or a Restricted Subsidiary, which Indebtedness shall be on subordination terms acceptable to the Administrative Agent (which shall be agreed prior to April 17, 2009) and be otherwise permitted under the provisions of Section 6.7 ;

     (c) Indebtedness under the Loan Documents;

     (d) Indebtedness outstanding on the Second Amendment Effective Date hereof and, to the extent such Indebtedness is in excess of $25,000,000, listed on Schedule 6.7 ;

     (e) Guaranty Obligations of Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of Borrower or such Subsidiary;

     (f) Capital Lease Obligations and Indebtedness secured by purchase money Liens within the limitations set forth in Section 6.4(e) . and

     (g) (i) renewals, extensions, refinancings and refundings of Indebtedness permitted by clauses (d) and (f) in an aggregate principal amount not to exceed $25,000,000 and (ii) extensions of letters of credit outstanding on the Second Amendment Effective Date.

     6.8 Investments . Make or hold any Investments, except:

     (a) Investments held by Borrower and its Subsidiaries in the form of Cash Equivalents;

     (b) advances to officers, directors and employees of Borrower and Subsidiaries in the ordinary course of business for travel, entertainment, relocation and analogous ordinary business purposes;

     (c) (i) Investments by Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the Second Amendment Effective Date; (ii) additional Investments by Borrower and its Subsidiaries in Loan Parties; and (iii) Investments in Indebtedness permitted by Section 6.7(b) ; provided , that Investments in the Insurance Subsidiary shall not exceed $150,000,000 in the aggregate;

     (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial

satisfaction thereof