AMENDMENT NO. 5 AND WAIVER

Exhibit 10.4

AMENDMENT NO. 5 AND WAIVER

     This AMENDMENT NO. 5 AND WAIVER, dated as of April 29, 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 ”).

WITNESSETH :

     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, that certain Amendment No. 2 and Waiver, dated as of March 16, 2009, that certain Amendment No. 3, dated as of March 26, 2009, and that certain Amendment No. 4, dated as of April 9, 2009;

     WHEREAS, Borrower has requested that the Loan Agreement be further amended and waived in certain respects;

     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.

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

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

     SECTION 2.1. Article 1 of the Loan Agreement is hereby amended as follows:

     SECTION 2.2. Section 1.1 of the Loan Agreement is hereby amended by inserting the following definitions in the appropriate alphabetical order:

     “‘ Additional Revolver Advance ’ has the meaning set forth in Section 2.1(a) .”

     “‘ Amended and Restated Completion Guarantee ’ means that certain Amended and Restated Sponsor Completion Guarantee, dated as of April 29, 2009, executed by Borrower and Bank of America, N.A. in its capacity as Collateral Agent under the Collateral Agent and Intercreditor Agreement referred to in the CityCenter Credit Agreement.”

     “‘ CityCenter Letter of Credit ’ means a Letter of Credit to be issued on or around April 29, 2009, in the amount of $224,000,000 for the benefit of CityCenter Holdings, LLC and collaterally assigned to Bank of America, N.A. as collateral agent under the CityCenter Credit Agreement.”

     “‘ Collateral ’ means (i) the Detroit Collateral, (ii) certain undeveloped land owned by Mandalay or its subsidiaries on Las Vegas Boulevard South in Las Vegas, Nevada and more particularly described on Annex A and (iii) the real and personal property comprising the hotel and casino in Tunica, Mississippi commonly known as the Gold Strike Resort and Casino and more particularly described on Annex B .”

     “‘ Collateral Documents ’ has the meaning set forth in Section 5.9(a) .”

     “‘ Detroit Collateral ’ means all of Detroit’s right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of Detroit with respect to MGM Grand Detroit Hotel and Casino.”

     “‘ Detroit Disposition Prepayment Amount ’ means such amount set forth in Schedule A of the Fifth Amendment.

     “‘ Detroit Loans ’ has the meaning set forth in Section 6.14 .”

     “‘ Fifth Amendment ’ means that certain Amendment No. 5 to this Agreement, dated as of April 29, 2009, among the Borrower, Detroit, the Lenders and the Administrative Agent.”

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

     “‘ Harmon Guarantee ’ means the obligation of Borrower or any of its Restricted Subsidiary, as contemplated in the Amended and Restated Limited Liability Company Agreement of CityCenter Holdings, LLC, to provide, and fund if necessary, completion guarantee with respect to the Harmon Component (as defined in the CityCenter Credit Agreement), as such obligation may be subsequently documented under one or more completion guarantee or similar instruments.

     “‘ Initial Detroit Increase ’ has the meaning set forth in Section 6.14 .”

     “‘ Mandalay Collateral ’ means the property described in clauses (ii) and (iii) of the definition of the term “Collateral”.”

     SECTION 2.3. The definition of “Loan Documents” in Section 1.1 of the Loan Agreement is hereby amended by inserting a reference to “the Collateral Documents,” after the reference therein to “the Guaranty,”.

     SECTION 2.4. Article 2 of the Loan Agreement is hereby amended as follows:

     SECTION 2.4.1. Section 2.1 is hereby amended by adding the following sentences at the end of subsection (a) thereof:

“From and after the Second Amendment Effective Date, the consent of Requisite Lenders was required for the Borrower to utilize amounts in excess of $4,200,000,000 of Revolving Commitments, and from and after the Fifth Amendment Effective Date, the consent of Requisite Lenders will be required to utilize amounts in excess of $4,100,000,000 of Revolving Commitments. Subject to the foregoing, for the avoidance of doubt, upon one or more requests by Borrower and without the requirement of the consent of the Requisite Lenders, the Revolving Lenders shall advance to Borrower under the Revolving Commitment (the “ Additional Revolver Advance ”) the aggregate amount of any Revolving Loan prepaid by Borrower on or after the Fifth Amendment Effective Date (except for the prepayment required pursuant to Section 4.6 of the Fifth Amendment); provided , however, that, upon issuance of the CityCenter Letter of Credit and as long as such CityCenter Letter of Credit remains outstanding, the amount of Letter of Credit Usage applicable to the CityCenter Letter of Credit shall be deemed an Additional Revolver Advance in the amount of such Letter of Credit Usage; and provided , further , that Borrower shall not apply any Additional Revolver Advance to

reduce the outstanding amount of the Detroit Loans. It is further understood and agreed that from and after the Fifth Amendment Effective Date and until Borrower or its Restricted Subsidiary Disposes of the Detroit Collateral pursuant to Sections 3.1(h) and 6.9(h) , any unutilized Revolving Commitments resulting from Loans repaid by Detroit may be utilized only by Detroit (and not the Borrower) for Borrowings or Letters of Credit.”

     SECTION 2.4.2. Clause (iii) of the proviso to the second sentence of Section 2.4(a) of the Loan Agreement is hereby amended and restated in its entirety as follows: “(iii) Borrower or the relevant Co-Borrower shall not request any Letter of Credit if, after giving effect to such issuance, the Letter of Credit Usage would exceed the lesser of (A) any limit established by Law after the Closing Date on the relevant Issuing Lender’s ability to issue the requested Letter of Credit or (B) the sum of (x) $250,000,000 plus (y) Letter of Credit Usage pursuant to the CityCenter Letter of Credit.”

     SECTION 2.4.3. Section 2.4(a) of the Loan Agreement is hereby amended by deleting the word “or” before clause “(E)” therein and by adding the following language at the end of such Section: ”, or (F) a default of any Lender’s obligations to fund under Section 2. 4(c) exists, unless the applicable Issuing Lender has entered into arrangements satisfactory to such Issuing Lender with Borrower or such Lender to eliminate such Issuing Lender’s risk with respect to such Lender.”

     SECTION 2.4.4. Section 2.4(g) of the Loan Agreement is hereby amended by (A) deleting the word “or” before clause “(ii)” therein and by adding, after the reference therein to “if, as of the Letter of Credit Expiration Date, any L/C Obligation remains Outstanding,” the following language: “or (iii) if, at any time, any Lender is a Defaulting Lender (but only to the extent of the unfunded portion of such Defaulting Lender’s share of such L/C Obligation),” and (B) inserting the following at the end thereof: “The foregoing notwithstanding except to the extent otherwise provided in clause (iii) above, the outstanding amount of the Letter of Credit Usage with respect to the CityCenter Letter of Credit shall not be required to be Cash Collateralized as long as (i) the Letter of Credit Usage applicable to such CityCenter Letter of Credit is deemed an Additional Revolver Advance for the purposes of Section 2.1(a) and (ii) no Event of Default shall have occurred and then be continuing.”

     SECTION 2.5. Section 3.1 of the Loan Agreement is hereby amended by adding the following subsection (h) in the appropriate numerical order:

     “(h) If Borrower or any of its Restricted Subsidiaries Disposes of the Detroit Collateral (other than such Dispositions of personal or obsolete property in the ordinary course of business and consistent with historical practice) pursuant to Section 6.9(h), Borrower and Detroit shall, within five days of the receipt of the proceeds of such Disposition, prepay the Loans in an amount of not less than Detroit Disposition Prepayment Amount (with such prepayments of the Loans to be applied first to the Detroit Loans and thereafter to the Loans of the Borrower). Any amounts so repaid may be reborrowed only with the prior written consent of Requisite Lenders;”

     SECTION 2.6. Article 5 of the Loan Agreement by adding the following Section 5.9 in the appropriate numerical order:

     “5.9 Grant of Security . Borrower shall, at Borrower’s expense:

     (a) by not later than the later to occur of (i) 30 Business Days after the Fifth Amendment Effective Date and (ii) the date of the receipt of all necessary regulatory and gaming approvals (which the Borrower shall use its reasonable best efforts to obtain), cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, first preferred ship mortgages, security agreements, intellectual property security agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing (A) in the case of the Mandalay Collateral, payment of up to $300,000,000 of the Obligations and (B) in the case of the Detroit Collateral, all of Detroit’s Obligations under the Loan Documents (“ Collateral Documents ”);

     (b) by not later than the later to occur of (i) 30 Business Days after the Fifth Amendment Effective Date and (ii) the date of the receipt of all necessary regulatory and gaming approvals, cause the applicable Loan Party to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties;

     (c) concurrently with the execution of the Collateral Documents, Borrower shall deliver to the Administrative Agent legal opinions and use commercially reasonable efforts to obtain and deliver issuances of 2006 ALTA lender’s title insurance policies as may be necessary or advisable in the reasonable opinion of the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent; and

     (d) from time to time, as promptly as possible upon the request of the Administrative Agent in its reasonable discretion, deliver to the Administrative Agent with respect to that portion of the Collateral comprised of real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent.”

     SECTION 2.7. Article 6 of the Loan Agreement is hereby amended as follows:

     SECTION 2.7.1. Section 6.4 of the Loan Agreement is hereby amended by deleting the word “and” following subsection (h), by re-lettering the existing subsection (i) as subsection (j) and by inserting the following as the new subsection (i):

     “(i) Liens on certain assets and properties of Restricted Subsidiaries of the Borrower located in Las Vegas, Nevada an