MGM MIRAGE Outlook Negative After Treasure Island Sale Announcement

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. December 16, 2008

LAS VEGAS, NV, December 16, 2008. MGM MIRAGE's (MGM) Rating Outlook remains Negative following the announcement that it entered into an agreement to sell Treasure Island (TI) to Phil Ruffin for $775 million. Fitch believes the gaming operating environment and forward outlook continue to weaken, which offsets MGM's enhanced near-term liquidity profile.

The Treasure Island asset sale is expected to provide $500 million in cash at closing, which is anticipated in the second quarter of 2009 (Q2'09). The remaining $275 million will be in the form of 10% secured notes that will be paid in two installments over a two-year period after the transaction closes. This announcement follows the $750 million New York-New York secured note issuance on Nov. 14 that provided a net cash increase of $537 million after consideration of a discount and the repayment of $150 million of Mandalay notes that were puttable on Nov. 15.

MGM's enhanced liquidity mitigates Fitch's concerns regarding near-term CityCenter funding requirements and the $1.3 billion of 2009 debt maturities, provided the company focuses on credit improvement when deploying the capital. However, the Negative Outlook continues to incorporate concerns regarding:

--The full funding and development risk of CityCenter, including the level of residential sales proceeds that will be realized,

--The credit market environment, given an additional $1.1 billion of bond maturities in 2010 and $532 million of bond maturities in 2011 in addition to the October 2011 expiration of its $7 billion credit facility,

--The broader consumer economy and Las Vegas operating environment, including the potential impact of significant additional supply on the Las Vegas Strip over the next 12-18 months amid weak demand.

Although MGM has enhanced its liquidity in the past month, gaming operating trends, in addition to trends in other travel-related industries, materially deteriorated in Q4'08 and Fitch became more pessimistic on its 2009 outlook. Last week, Nevada reported that Las Vegas Strip revenues declined 26% in October, which was the worst monthly performance during this recession. In addition, Fitch believes the 2009 outlook for the Las Vegas destination market is likely to remain very weak in 2009, with a recovery not expected until 2010 (see 'Fitch: U.S. Gaming Industry Recovery Unlikely Until 2010', dated Dec. 16, 2008).

MGM's ratings are as follows:

--Issuer Default Rating 'BB-',

--Senior secured notes 'BB',

--Senior unsecured credit facility 'BB-',

--Senior unsecured notes 'BB-',

--Senior subordinated notes 'B'.

For additional information on MGM's credit and the sector's liquidity and outlook, refer to the following reports available at www.fitchratings.com:

--'Fitch: U.S. Gaming Industry Recovery Unlikely Until 2010', dated Dec. 16, 2008,

--'Fitch Rates MGM MIRAGE's $750MM Secured Notes 'BB', Comments on Liquidity Profile', dated Nov. 14, 2008,

--'Fitch Provides Update on Recent Gaming Liquidity Trends', dated Nov. 14, 2008,

--'Liquidity Focus: U.S. Gaming & Lodging', dated Oct. 23, 2008,

--'Fitch Downgrades MGM's IDR to 'BB-', Outlook Remains Negative', dated Oct. 22, 2008,

--'Credit Analysis: MGM MIRAGE', dated Sept. 19, 2008,

--'Fitch Revises MGM MIRAGE Outlook to Negative', dated Aug. 8, 2008.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.