ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 15, 2009, MGM MIRAGE, a Delaware corporation (the "Company"), certain subsidiaries of the Company, and U.S Bank National Association, as trustee, entered into a Supplemental Indenture (the "Supplemental Indenture") to that certain Indenture (the "Indenture"), dated November 14, 2008, governing the Company's 13% Senior Secured Notes due 2013 (the "Notes"). The Indenture was filed as an exhibit to the Company's Current Report on Form 8-K dated November 14, 2008, which Current Report is incorporated herein by reference. Pursuant to a covenant under the Indenture pertaining to sales of non-collateral assets of the Company or any restricted subsidiary of the Company (the "Covenant"), the Company and its restricted subsidiaries are restricted in their respective ability to, among others, (i) sell assets not securing the Notes (including the corresponding subsidiary guarantees) unless at least 75% of the consideration received is in cash, cash equivalent or "deemed cash" and (ii) use the net proceeds from such sale. As a result of the Supplemental Indenture, the Covenant was amended to provide that (i) the Covenant does not apply to the sale of the Treasure Island Hotel & Casino consummated on March 20, 2009, (ii) any indebtedness of the Company or any restricted subsidiary of the Company (to the extent reflected in the Company's or such restricted subsidiary's then most recent consolidated balance sheet and excluding any indebtedness subordinated in right of payment to the Notes or indebtedness owed to the Company or any affiliate of the Company) validly released in writing in exchange for the assets of the Company or such restricted subsidiary will be "deemed cash" for purposes of the 75% cash consideration requirement under the Covenant, and (iii) permitted uses of the net proceeds of non-collateral asset sales would include payment (at a price not to exceed 100% of the principal amount thereof and accrued but unpaid interest thereon) of indebtedness that ranks equally with the Notes or any of the corresponding subsidiary guaranty (including the Company's senior revolving indebtedness to the extent the corresponding commitment under the revolving facility is permanently reduced by a corresponding amount). In connection with the amendments to the Covenant set forth in the Supplemental Indenture, the Company received the consent for the adoption of such amendments from holders of a majority of the outstanding Notes.
The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by the Supplemental Indenture filed as Exhibit 10.1 hereto and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:

No. Description 10.1 Supplemental Indenture, dated June 15, 2009, by and among MGM MIRAGE, certain subsidiaries of MGM MIRAGE, and U.S. Bank National Association, as trustee.

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