AMENDMENT NO. 6 AND WAIVER

Exhibit 10.1

AMENDMENT NO. 6 AND WAIVER

     This AMENDMENT NO. 6 AND WAIVER, dated as of May 12, 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, that certain Amendment No. 4, dated as of April 9, 2009, and that certain Amendment No. 5 and Waiver, dated as of April 29, 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.

     “ Sixth 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 Sixth 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 2.1.1. Section 1.1 of the Loan Agreement is hereby amended by inserting the following definitions in the appropriate alphabetical order:

     “‘ Capital Expenditures ’ means with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding (a) normal replacements and maintenance which are properly charged to current operations and (b) replacements and maintenance of assets damaged as the result of any casualty or other emergency).”

     “‘ Convertible Debt ’ means any unsecured Permitted Public Indebtedness of the Borrower that is convertible into Equity Interests of the Borrower, that may be guaranteed by the Borrower’s Restricted Subsidiaries and that has negative covenants that are no more restrictive than those included in any of the unsecured public Indebtedness of the Borrower or its Subsidiaries outstanding prior to the Sixth Amendment Effective Date (exclusive of the 7.25% debentures due August 1, 2017 issued by Mirage).”

     “‘ Net Cash Proceeds ’ means:

     (a) with respect to any Disposition by Borrower or any of its Subsidiaries, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the

sum of (A) the reasonable and customary out-of-pocket expenses incurred by Borrower or such Subsidiary in connection with such transaction and (B) income taxes reasonably estimated to be actually payable within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith; provided that, if the amount of any estimated taxes pursuant to subclause (B) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds; and

     (b) with respect to the sale or issuance of any Equity Interest by the Borrower, or the incurrence or issuance of any Indebtedness by the Borrower, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses, incurred by the Borrower in connection therewith.”

     “‘ Permitted Public Indebtedness ’ means Indebtedness of the Borrower which is incurred on or after the Sixth Amendment Effective Date, has no amortization payments prior to the Maturity Date, may be guaranteed by the Borrower’s Restricted Subsidiaries and has a stated maturity date at least six months after the Maturity Date.”

     “‘ Sixth Amendment ’ means that certain Amendment No. 6 and Waiver to this Agreement, dated as of May 12, 2009, among the Borrower, Detroit, the Lenders and the Administrative Agent.”

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

     “‘ 2009 Equity and Debt Offering ’ means the issuance by the Borrower of Equity Interests and Permitted Public Indebtedness on or before June 15, 2009 with an aggregate offering price and principal amount, respectively, of not less than $2,500,000,000 and not more than $3,000,000,000.”

     SECTION 2.1.2. The definition of the term “Applicable Rates” in Section 1.1 of the Loan Agreement is hereby amended and restated to read in its entirety as follows:

     “‘ Applicable Rates ’ means (a) with respect to LIBOR Margin, 4.00%, (b) with respect to Base Rate Margin, 3.00%, (c) with respect to Standby Letter of Credit Fee, 4.00% and (d) with respect to Unused Fee, 0.30%.”

     SECTION 2.1.3. Clause (b) of the definition of the term “EBITDA” in Section 1.1 of the Loan Agreement is hereby amended and restated to read in its entirety as follows: “(b) any extraordinary loss reflected in such Net Income, and, without duplication, any loss associated with the early retirement of Indebtedness and with any Disposition not in the ordinary course of business,”.

     SECTION 2.1.4. Clause (c) of the definition of the term “EBITDA” in Section 1.1 of the Loan Agreement is hereby amended and restated to read in its entirety as follows: “(c) any

extraordinary gain reflected in such Net Income, and, without duplication, any gains associated with the early retirement of Indebtedness and with any Disposition not in the ordinary course of business,”.

     SECTION 2.1.5. The definition of the term “Material Adverse Effect” in Section 1.1 of the Loan Agreement is hereby amended by inserting the parenthetical phrase “(except for circumstances or events attributable to general economic conditions)” after the words “taken as a whole” at the end of clause (b).

     SECTION 2.1.6. Section 1.3 of the Loan Agreement is hereby amended by adding the following sentence immediately prior to the end thereof: “Without limitation of the foregoing, if any joint venture, partnership or limited liability company in which the Borrower holds a 50% or smaller interest shall be consolidated with the Borrower under GAAP, it shall not be treated as a Subsidiary hereunder unless such venture, partnership or company otherwise meets the definition of “Subsidiary” hereunder.”

     SECTION 2.2. The fourth and fifth sentences of Section 2.1(a) of the Loan Agreement are hereby deleted in their entirety.

     SECTION 2.3. Section 3.1 of the Loan Agreement is hereby amended by adding the following subsections (i) and (j) in the appropriate numerical order:

     “(i) except as otherwise provided in clause (h) above, Borrower shall, within ten days of the receipt thereof, use 50% of the Net Cash Proceeds (after giving effect to any mandatory prepayment offers in any secured Indebtedness permitted hereunder) of any Disposition not otherwise permitted under Section 6.9. to prepay the Loans and permanently reduce the Commitments hereunder (with such prepayments of the Loans to be applied on a pro rata basis to the Term Loans and the Revolving Commitments); provided that, Net Cash Proceeds shall exclude all sums paid to retire Indebtedness attributable to the asset which is the subject of the Disposition.

     (j) Upon the issuance of any Indebtedness pursuant to Section 6.7(j) , Borrower shall, within ten days of the receipt thereof, use 50% of the Net Cash Proceeds of such issuance realized to prepay the Loans and permanently reduce the Commitments hereunder (with such prepayments of the Loans to be applied on a pro rata basis to the Term Loans and the Revolving Commitments).”

     SECTION 2.4. Article 6 of the Loan Agreement is hereby amended as follows:

     SECTION 2.4.1. Section 6.4 of the Loan Agreement is hereby amended by deleting the word “and” following subsection (i), by re-lettering the existing subsection (j) as subsection (l) and by inserting the following as the new subsections (j) and (k):

     “(j) Liens granted pursuant to the terms of that certain Indenture dated as of November 14, 2008 between the Borrower and U.S. Bank National Association, as trustee;

     (k) Liens on those properties and assets known as The Bellagio Hotel and Casino and The Mirage Hotel and Casino (including the equity interests of the Restricted Subsidiaries owning such properties and assets, and any Restricted Subsidiaries owned by such Restricted Subsidiaries) securing up to $1,500,000,000 of Permitted Public Indebtedness issued pursuant to the 2009 Equity and Debt Offering and permitted under Section 6.7(i) ;”

     SECTION 2.4.2. Section 6.5 of the Loan Agreement is hereby amended and restated to read in its entirety as follows:

     “6.5 Minimum EBITDA . Borrower shall not permit the EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, as of the last day of any Fiscal Quarter and for