On December 6, 2012, MGM Resorts International, a Delaware corporation (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") among the Company, the guarantors named therein (the "Guarantors") and Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the "Underwriters"). Pursuant to the Underwriting Agreement and subject to the terms and conditions expressed therein, the Company agreed to sell $1.25 billion in aggregate principal amount of 6.625% senior notes due 2021 (the "Notes") to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto. The Underwriting Agreement is also incorporated by reference into the Company's Registration Statement on Form S-3 (File No. 333-180112), as amended by Post-Effective Amendment No. 1, dated March 15, 2012, and Post-Effective Amendment No. 2, dated December 6, 2012 (the "Registration Statement").

The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of the Underwriting Agreement and as of the specific date (or dates) set forth therein, and were solely for the benefit of the parties to the Underwriting Agreement and are subject to certain limitations as agreed upon by the contracting parties. In addition, the representations, warranties and covenants contained in the Underwriting Agreement may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries of the Underwriting Agreement and should not rely on the representations, warranties and covenants contained therein, or any descriptions thereof, as characterizations of the actual state of facts or conditions of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Underwriting Agreement, which subsequent developments may not be fully reflected in the Company's public disclosure.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits:

Exhibit No.                                Description

1.1           Underwriting Agreement, dated December 6, 2012, among MGM Resorts
              International, the guarantors named therein and Barclays Capital Inc.
              and J.P. Morgan Securities LLC, as representatives of the several
              underwriters named therein